EXHIBIT 10.5

                                INTRACOASTAL MALL
                           NORTH MIAMI BEACH, FLORIDA

                                  RETAIL LEASE

                                     between

                    INTRACOASTAL PACIFIC LIMITED PARTNERSHIP
                                   as Lessor,

                                       and

                      TEL-COM WIRELESS CABLE TV CORPORATION

                                       and

              INTERNATIONAL BROADCAST CONSULTANTS OF AMERICA, INC.

                                   as Lessees

                               Dated: May 8, 1998


<PAGE>
                                      INDEX

               ARTICLE                                                      PAGE

           I.   Demised  Premises                                              1
          II.   Term of Lease and Possession                                   1
         III.   Minimum Rent                                                   1
          IV.   Real Estate, and Other Taxes                                   2
           V,   Lessor's Work in the Demised Premises                          4
          VI,   Lessee's Work and Approval of Lessee's
                  Plans and Specifications                                     4
         VII.   Use of Demised Premises                                        4
        VIII.   Advertising and Promotional Services                           7
          IX.   Alterations                                                    7
           X.   Maintenance of Demised Premises,
                  Indemnification and Insurance                                8
          XI.   Common Areas                                                  11
         XII.   Mechanic's Lien or Claims                                     14
        XIII.   Destruction and Restoration                                   14
         XIV.   Property in Demised Premises                                  15
          XV.   Access to Demised Premises                                    16
         XVI.   Surrender of Demised Premises                                 16
        XVII.   Utilities                                                     17
       XVIII.   Assignment and Subletting                                     17
         XIX.   Eminent Domain                                                19
          XX.   Default by Lessee                                             20
         XXI.   Default by Lessor                                             24
        XXII.   Estoppel Certificate, Attornment
                  and Subordination                                           25
       XXIII.   Holding Over                                                  26
        XXIV.   Quiet Enjoyment                                               26
         XXV.   Security Agreement and Security Deposit                       26
        XXVI.   Reimbursement                                                 28
       XXVII.   Changes and Additions to Shopping Center                      28
      XXVIII.   Title of Articles                                             28
        XXIX.   Notices                                                       28
         XXX.   Definition of Terms                                           29
        XXXI.   Invalidity of Particular Provisions                           30
       XXXII.   Provisions Binding                                            30
      XXXIII.   Relationship of Parties                                       31
       XXXIV.   Brokerage                                                     31
        XXXV.   Warranty and Authority                                        31
       XXXVI.   Relocation of Tenant                                          32
      XXXVII.   Miscellaneous                                                 32
                Exhibit "A" - Legal Description
                Exhibit "B" - Site Plan
                Exhibit "C" - Certification of Dates
                Exhibit "D" - Lessor's Work
                Exhibit "E" - Lessee's Work
                Exhibit "F" - Construction Procedures and Regulations
                Exhibit "G" - Sign Criteria
                Exhibit "H" - Environmental Compliance and Radon Gas
                Addendum
                Guaranty
<PAGE>

                             LEASING SUMMARY REPORT

        Executed this 8th day of May, 1998, between Intracoastal Pacific Limited
Partnership, the Lessor, and Tel-Com wireless Cable TV Corporation, and
International Broadcast Consultants of America, Inc., the Lessees, for the
purposes of this Lease, the following defined terms have the meanings ascribed
thereto as follows..

LEASE DATE:

LESSOR:       Intracoastal Pacific Limited Partnership
LESSEE:       Tel-Com Wireless Cable TV Corporation and International Broadcast
              Consultants of America, Inc.

LESSEES' MAILING ADDRESS:                     LESSOR'S MAILING ADDRESS:
3957 N.E. 163rd Street                        3789 N.E. 163rd Street
North Miami Beach, Florida 33160              North Miami Beach, Florida 33160

STORE ADDRESS:           3957 N.E. 163rd Street
                         North Miami Beach, Florida  33160

 LESSEES' TRADE NAME: Tel-Com Wireless Cable TV Corporation
 LESSEES USE:                   General Office

 DEMISED PREMISES:       4,500 square feet

 LEASE TERM:
         INITIAL TERM:   5 years
         COMMENCEMENT DATE:  Upon delivery of space
         EXPIRATION DATE: _______________,    2003

 MINIMUM ANNUAL RENT (PER SQUARE FOOT, PER ANNUM):

 BASE RENT      PER SQUARE FOOT    MONTHLY       ANNUALLY
 ---------      ---------------    -------       --------
 Year  l        $ 13.50            $5,062.50     $60,750.00
 Year 2         $ 14.50            $5,437.50     $65,250.00
 Year 3         $ 15.50            $5,812.50     $69,750.00
 Year 4         $ 16.50            $6,187.50     $74,250.00
 Year 5         $ 17.50            $6,562.50     $78,750.00

 SECURITY DEPOSIT: $15,187.50

 ADDITIONAL RENT:
         COMMON AREA MAINTENANCE:                            Full Pro-Rata Share
                                    (Currently estimated at $1,111,47 per month)
         REAL ESTATE TAXES:         Full Pro-Rata Share
                                    (Currently estimated at $696.59 per month)

 GUARANTOR:   Eric Lefkowitz   (Guaranty for first year of Lease Term)
 GUARANTOR'S MAILING ADDRESS:

LESSEE                                      LESSOR

TEL-COM WIRELESS CABLE                      INTRACOASTAL PACIFIC LIMITED
TV CORPORATION, a                           PARTNERSHIP, a Florida limited
Florida corporation                         partnership

By /s/ Mel Rosen                            By: RC Intracoastal, Inc.
  ----------------------------                  an Illinois corporation,
Print Name: Mel Rosen                           Its managing general partner
           -------------------

Title: President
      ------------------------
Date of Execution                           By: /s/ Michael Schramm
                                               ---------------------------------
By Lessee: 5/1/98                           Title: Executive Vice President
          --------------------                    ------------------------------
                                            Date of Execution:
                                            By Lessor: 5/8/98
                                                      --------------------------

<PAGE>

LESSEE

INTERNATIONAL BROADCAST CONSULTANTS
OF AMERICA, INC. a
Florida corporation

By: /s/ Eric Lefkowitz
   ----------------------------
Print Name: Eric Lefkowitz
           --------------------
Title: President IBC
      -------------------------
Date of Execution:
By Lessee: April 30, 1998
          ---------------------

<PAGE>

                         ADDENDUM TO THAT CERTAIN LEASE
                         DATED 5 - 8 - 98 BY AND BETWEEN
                  INTRACOASTAL PACIFIC LIMITED PARTNERSHIP AND
                     TEL-COM WIRELESS CABLE TV CORPORATION,
                     AND INTERNATIONAL BROADCAST CONSULTANTS
                                OF AMERICA, INC.,

   This addendum is made to the lease dated May 8, 1998 between INTRACOASTAL
PACIFIC LIMITED PARTNERSHIP, as Lessor and TEL-COM WIRELESS CABLE TV
CORPORATION, and INTERNATIONAL BROADCAST CONSULTANTS OF AMERICA, INC., as
Lessees, for that certain premises located at 3957 N.E. 163 Street, North Miami
Beach, Florida, in the Intracoastal Mall in North Miami Beach, Florida (the
Lease). The parties hereto desire to make certain additions to the lease and,
accordingly, it is hereby agreed as follows:

   1. LESSEES' WORK Lessees shall be responsible for all furniture, fixtures and
equipment in the Demised Premises as well as all Lessee finishes including but
not limited to paint, wall coverings, window coverings, floor coverings,
cabinetry, woodworkings, and the like.

   2. LESSOR'S WORK. Lessor shall construct the Premises in accordance with the
mutually accepted space plan, attached hereto, and in accordance with the
attached building standards.

LESSEE                                      LESSOR

TEL-COM WIRELESS CABLE                      INTRACOASTAL PACIFIC LIMITED
TV CORPORATION, a                           PARTNERSHIP, a Florida limited
Florida corporation                         partnership

By: /s/ Mel Rosen                           By: RC Intracoastal, Inc.
   ---------------------------                  an Illinois corporation,
Print Name: Mel Rosen                           Its managing general partner
           -------------------

Title: President                            By: /s/ Michael Schramm
      ------------------------                  --------------------------------
Date of Execution                           Title: Executive Vice President
                                                  ------------------------------
By Lessee: 5/1/98                            Date of Execution:
          --------------------               By Lessor: 5/8/98
                                                       -------------------------

LESSEE

INTERNATIONAL BROADCAST CONSULTANTS
OF AMERICA, INC., a
Florida corporation

By: /s/ Eric Lefkowitz
   ----------------------------
Print Name: Eric Lefkowitz
           --------------------
Title: President IBC
      -------------------------
Date of Execution:
By Lessee: April 30th
          ---------------------

<PAGE>

                                GUARANTY OF LEASE

     THIS AGREEMENT made this 8TH day of MAY 1998, by and between ERIC LEFKOWITZ
(hereinafter called "Guarantor") and INTRACOASTAL PACIFIC LIMITED PARTNERSHIP, a
Florida limited Partnership, by RC Intracoastal, Inc., an Illinois corporation
(hereinafter called "Landlord" "Lessor").

     WHEREAS, a certain Lease, hereinafter referred to as "Lease", of even date
herewith has been, or will be executed by and between INTRACOASTAL PACIFIC
LIMITED PARTNERSHIP, a Florida limited Partnership, by RC Intracoastal, Inc.
therein and herein referred to as "Landlord" or "Lessor", and TEL-COM WIRELESS
CABLE TV CORPORATION, and INTERNATIONAL BROADCAST CONSULTANTS OF AMERICA, INC.,
therein and herein referred to as "Tenants" or "Lessees" covering certain
premises located at 3957 N.E. 163 Street, North Miami Beach, in Miami-Dade
County, State of Florida; and

     WHEREAS, Guarantor has a financial interest in Lessees, and the Lessor
under the Lease requires as a condition to its execution of the Lease that the
undersigned guaranty the full performance of the obligations of the Lessees
under the Lease during the first year of the Lease Term; and

     WHEREAS, the undersigned are desirous that Lessor enter into the Lease with
Lessees; and

     WHEREAS, Guarantor has examined said Lease and is fully cognizant of the
covenants, conditions and agreements contained therein.

     NOW THEREFORE, in consideration of the execution of the Lease by the
Lessor, and in consideration of other good and valuable considerations, receipt
of which are hereby acknowledged, during the first year of the Lease Term, the
undersigned hereby unconditionally guarantees the full and faithful and punctual
performance of each and all of the terms, covenants, agreements and conditions
of the Lease to be kept and performed by the Lessees, their successors and
assigns, in accordance with and within the time

<PAGE>

prescribed by the Lease, including, but not limited to, the payment of all
rentals and other charges to accrue thereunder. The undersigned further agree as
follows:

     1. This covenant and agreement on its part shall continue in favor of the
Lessor notwithstanding any extension, modification, amendment, or alteration of
the Lease entered into by and between the parties thereto, or their successors
or assigns, and notwithstanding any assignments of the Lease, with or without
the consent of the Lessor, and no extension, modification, amendment, alteration
or assignment of the Lease, and no forbearance which may be granted Lessees, and
no waiver by Lessor, and no other agreements between Lessor and Lessees (with or
without notice to or knowledge of the undersigned) shall in any manner release
or discharge the undersigned and he does hereby consent thereto.

     2, This Guaranty will continue unchanged by any bankruptcy, reorganization
or insolvency of the Lessees or any successor or assignee thereof or by any
disaffirmance or abandonment by a trustee of Lessees.

     3. Lessor may, without notice, assign this Guaranty of Lease in whole or in
part and no assignment or transfer of the Lease shall operate to extinguish or
diminish the liability of the undersigned hereunder.

     4. The liability of the undersigned under this Guaranty of Lease shall be
primary and in any right of action which shall accrue to Lessor under the Lease,
the Lessor may, at its option, proceed against the undersigned without having
commenced any action or having obtained any judgment against the Lessees.

     5. The undersigned shall pay Lessor's attorneys' fees, including appellate
fees, and all costs and other expenses incurred in any collection or attempted
collection or in any negotiations relative to the obligations hereby guaranteed
or in enforcing this Guaranty of Lease against the undersigned, individually and
jointly and severally.

     6. The undersigned does hereby waive any and all notices and demands by the
Lessor including, but not limited to, default in the payment of rent or any
other amount contained or reserved in the Lease.

     7. The undersigned hereby waves: (a) notice of acceptance of this Guaranty,
(b) demand of payment, presentation, protest, (c) all right to assert or plead
any statute of limitations as to or relating to this Guaranty and the Lease, (d)
any right to require the Lessor to proceed against the Lessees or any other
Guarantor or any other person or entity liable to Lessor, (e) any right to
require Lessor to apply to any default any security deposit or other security it
may hold under the Lease, (f) any right to require Lessor to proceed under any
other remedy Lessor may have before proceeding against Guarantor (f) any right
of subrogation.

<PAGE>

     8. The undersigned does hereby subrogate all existing or future
indebtedness of Lessees to Guarantor to the obligations owed to Lessor under the
Lease and this Guaranty.

     9. The obligations of Lessees under the Lease to execute and deliver
estoppel statements and financial statements, as therein provided, shall be
deemed to also require the Guarantor hereunder to do and provide the same
relative to Guarantor.

     The use of the singular herein shall include the plural. The obligation of
two or more parties shall be joint and several. The terms and provisions of the
Guaranty shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties herein named.

ERIC LEFKOWITZ

/s/ Eric Lefkowitz
-----------------------------------------
GUARANTOR

Social Security #: ###-##-####
                  -----------------------
Address: 15645 Collins Avenue
        ---------------------------------
         Miami Beach, Florida 33160
        ---------------------------------

<PAGE>

                             INTRACOASTAL MALL LEASE

     THIS LEASE, made and entered into this 8th, day of May 1998, by and
Between Intracoastal Pacific Limited Partnership, a Florida limited partnership,
by RC Intracoastal, Inc., an Illinois Corporation, its managing general partner
(hereinafter "Lessor" or "Landlord") and Tel-Com Wireless Cable TV Corporation,
a Florida corporation and International Broadcast Consultants of America, Inc.,
a Florida corporation, (hereinafter collectively referred to as "Lessee" or
"Tenant").

                                   WITNESSETH

     In consideration of the payments of rents and other charges provided for
herein and the covenants and conditions hereinafter set forth, Lessor and Lessee
hereby covenant and agree as follows:

                                    ARTICLE I

                                DEMISED PREMISES

     Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the
following described premises (hereinafter "Demised Premises") situated in the
Intracoastal Mall located at the intersection of N.E. 35th Avenue and N.E. 163rd
Street, North Miami Beach, Florida 33160 and legally described on Exhibit "A"
attached hereto and made a part hereof (hereinafter "Shopping Center"), which
premises consist of a store containing approximately Four Thousand Five Hundred
(4,500) square feet overall, identified on the site plan of the Shopping Center
which is designated "Exhibit "B" attached hereto and made a part hereof. The
Demised Premises shall be deemed not to include either the land lying thereunder
or the exterior walls or roof of the building in which the Demised Premises are
located. The street address of the Demised Premises will be 3957 N.E. 163
Street, North Miami Beach, Florida 33160.

                                   ARTICLE II

                          TERM OF LEASE AND POSSESSION

     1. TO HAVE AND TO HOLD for a term to commence upon delivery of the Demised
Premises to Lessee by Lessor (the Commencement Date) and shall end (unless
sooner terminated or extended as hereinafter provided) at midnight on , 2003,
hereinafter the "Term". The possession day shall be the date on which the Lessor
notifies the Lessee in writing that the premises are ready for the Lessee's
occupancy, and at this time the keys to the premises shall be delivered to the
Lessee. Upon the request of the Lessor, Lessee and Lessor, or Lessor's agent,
shall execute a certification in the form of Exhibit "C" attached hereto and
made a part hereof stipulating the Commencement Date and the expiration of the
Term. Lessor shall have no liability to Lessee for any delay in delivery of
possession of the Demised Premises on the Commencement Date.

                                   ARTICLE III

                                  MINIMUM RENT

     1 Lessess covenants and agrees to pay Lessor the Minimum Annual Rent, as
set forth on the Leasing Summary report payable in advance in equal monthly
installments in the amount of the monthly rent on the first day of each and
every calendar month during the term or at demand and without setoff or
deductions, for any reason whatsoever: provided, however, concurrently with the
execution hereof, Lesse shall pay Lessor the Minimum Rent for the first full
calendar month of the Term. If the Commencement Date shall occur on a day other
than the first day of the calendar month, or terminate on a day other than the
last day of the calendar month, the monthly Minimum Rent for such months shall
be prorated accordingly.

<PAGE>

     2. If Lessee shall fail to pay any installment of Minimum Rent, or any item
of additional rent after the same becomes due and payable, such unpaid amounts
shall bear interest from the due date thereof to the date of payment at a rate
which shall be eighteen percent (18%) per annum, or the maximum rate permitted
by applicable usury laws if such rate is different from eighteen (18%) percent
per annum. In addition thereto, if Lessee shall fail to pay any installment of
Minimum Rent, or any item of additional rent within five (5) days after the date
the same becomes due and payable, then Lessee shall also pay to Lessor a late
payment service charge (herein "Late Charge") contributing to administrative and
overhead expenses equal to the greater of (a) Two Hundred Fifty and No/100
Dollars ($250.00), or (b) five cents (.05) per each dollar so overdue. In
addition thereto, if any check tendered by Lessee to Lessor is returned unpaid,
then Lessee shall also pay to Lessor a Returned Check Charge of $25.00
contributing to administrative and overhead expenses. The provisions herein for
the payment of interest or the Late or RETURNED CHECK Charge shall not be
construed to represent interest but are intended to reimburse Lessor for its
overhead and expense so incurred and shall not be construed to extend the date
for payment of any sums required to be paid by Lessee hereunder or to relieve
Lessee of its obligation to pay all such sums at the time or time herein
stipulated.

     3. All sums, other than Minimum Rent, payable under any provisions of this
Lease shall be deemed additional rent, and upon failure of Lessee to promptly
pay any such sum, Lessor shall be entitled to exercise any and all rights and
remedies contained herein or at law for the failure to pay Minimum Rent.

                                   ARTICLE IV

                           REAL ESTATE AND OTHER TAXES

     1. Lessee shall pay as additional rent hereunder its proportionate share
of the real estate taxes from and after the Commencement Date and continuing
during the Term of this Lease including any period during which Lessee shall
transact business in the Demised Premises prior to the Commencement Date of the
Term of this Lease. For the purposes of this Lease, the term "REAL ESTATE TAXES
" shall include all real estate taxes, assessments, water and sewer rents
(except water meter charges and sewer rent based thereon) and other governmental
impositions and charges of every kind and nature whatsoever, extraordinary as
well as ordinary, general and special, foreseen and unforeseen, and each and
every installment thereof (including any interest on amounts which may be paid
in installments) which shall or may, during the Term, be levied, assessed,
imposed, become due and payable, or liens upon, or arising in connection with,
the use, occupancy or possession, of or become due and payable out of, or for,
the Shopping Center or any part thereof, and all costs incurred by Lessor in
contesting or negotiating the same with a governmental authority. Lessee's
proportionate share shall be computed by multiplying the total amount of the
real estate taxes each year by a fraction, the numerator of which shall be the
gross leasable area of the Demised Premises and the denominator of which shall
be the gross leasable area of all building space in THE Shopping Center as
assessed by the Miami-Dade County Taxing Authority in the tax bill for the
Shopping Center and except as provided in Easement and Operating Agreements for
the Shopping Center as of the beginning of the calendar year in which such taxes
are paid. Lessor reserves the right and option to cause one or more separate tax
lots to be established for components of the Shopping Center in which Lessee's
proportionate share of real estate taxes will be computed on the basis of the
component in which the Demised Premises is located. Lessee hereby waives any
rights it may have by statute or otherwise to protest real estate taxes. Lessor
will be pay the Shopping Center's real estate tax bill at par prior to it
becoming delinquent. Lessee will not be responsible for any

                                       2
<PAGE>

penalties which may be imposed upon Lessor as a result of late payments nor will
it be entitled to any discount resulting from early payment. Nothing herein
contained shall be construed to include as a tax which shall be the basis of
real estate taxes, any inheritance, estate, succession, transfer, gift,
franchise, corporation, income or profit tax or capital levy that is or may be
imposed upon Lessor; provided, however, that if, at any time after the date
hereof, the methods of taxation shall be altered so that in lieu of or as a
substitute for the whole or any part of the taxes now levied, assessed or
imposed on real estate as such, there shall be levied, assessed or imposed (a) a
tax on the rents received from such real estate, or (b) a license fee measured
by the rents receivable by Lessor from the Shopping Center or any portion
thereof, or (c) a tax or license fee imposed upon Lessor which is otherwise
measured by or based in whole or part upon the Shopping Center or any portion
thereof, or (d) an income or franchise tax, or (e) all federal, municipal,
county or state taxes assessed during the terms of this Lease against any
occupancy interest, occupational use, or personal property of any kind, owned by
or placed in, upon or about the Premises by Lessee, then the same shall be
included in the computation of real estate taxes hereunder, computed as if the
amount of such tax or fee so payable were that due if the Shopping Center were
the only property of Lessor subject thereto. In addition to the foregoing,
should any governmental authority acting under any existing or future law,
ordinance or regulation, levy, assess or impose a tax, excise and/or assessment
upon or against this Lease, the execution hereof and/or the Minimum Rent, or any
item of additional rent payable by Lessee to Lessor whether by way of
substitution for or in addition to any existing tax or otherwise, and whether or
not evidenced by documentary stamps or the like, Lessee shall be responsible for
and shall pay such tax, excise and/or assessment, or shall reimburse Lessor for
the amount thereof, as the case may be.

     2. Lessee shall, for the first calendar year of the Lease, pay to Lessor
 Lessee's proportionate share per month on the first (1st) day of each calendar
 month as its estimated payment of real estate taxes (hereinafter "ESTIMATED
 REAL ESTATE TAX PAYMENT"). For each year thereafter, Lessee shall pay Lessor as
 its Estimated Real Estate Tax Payment on the first (1st) day of each calendar
 month one-twelfth (1/12) of Lessee's proportionate share of Lessor's estimate
 of the real estate taxes for that year or the amount of Lessee's tax liability
 for the preceding calendar year. Lessor shall notify Lessee of the actual
 amount due by Lessee for the preceding calendar year whichever formula Lessor
 chooses to use. Any amount paid by Lessee which exceeds the actual amount due
 shall be credited on the next succeeding payment due pursuant to this section.
 If Lessee has paid less than the actual amount due, Lessee shall pay the
 difference within ten (10) days of receipt of notice from Lessor. If the Term
 of this Lease shall begin or end other than on the first or last day of a
 calendar year, these charges shall be billed and adjusted on the basis of such
 fraction of a calendar year. Should the taxing authorities include in such real
 estate taxes, machinery, equipment, fixtures, inventory or other personal
 property or assets of Lessee, then Lessee shall also, pay the entire real
 estate taxes for such items. The real estate taxes "for" any year in question
 shall be the amount paid by Lessor for the year in question without regard to
 when such tax is levied or assessed (e.g. the real estate taxes for 1998 shall
 be the tax paid in 1998 whether or not they are levied or assessed in 1998).
 Lessee's obligations with respect to payments due during the term of this Lease
 pursuant to this Article shall survive the expiration or termination of this
 Lease.

     3. Lessee agrees to pay to Lessor any sales or use tax or excise tax
imposed or levied against rent or any other charge or payment required hereunder
to be made by Lessee which has been imposed or may be levied by any governmental
agency having jurisdiction thereover.

     4. Lessee shall defend and indemnify Lessor against, and Lessee shall save
and hold Lessor harmless from all liability to Lessor arising as a result of any
failure by Lessee to comply with the obligations of Lessee under section 212.031
of (1) (c) of the Florida Revenue Act of 1949, as amended from time to time, to
pay any Florida Sales and Use Tax upon the rent payable by Lessee under this
Lease.

                                       3
<PAGE>

     5. Any payment to be made pursuant to this Article with respect to the real
estate tax year in which this Lease commences or terminates shall bear the same
ratio to the payment which would be required to be made for the full tax year as
that part of such tax year covered by the Term bears to a full tax year.

                                    ARTICLE V

                      LESSOR'S WORK IN THE DEMISED PREMISES

                                  SEE ADDENDUM

                                   ARTICLE VI

         LESSEE'S WORK AND APPROVAL OF LESSEE'S PLANS AND SPECIFICATIONS

     1. All of Lessee's signs shall be subject to pre-approval of Lessor and
shall be in accordance with Lessor's sign criteria set forth on EXHIBIT "G"
attached hereto and made a part hereof. Lessee shall maintain said signs in a
good state of repair and save Lessor harmless from any loss, cost, damage, or
expense as a result of the erection, maintenance, existence, or removal of the
same; and shall repair any damage which may have been caused by the erection,
maintenance, existence, or removal of such signs. Upon vacating the Demised
Premises, Lessee shall remove all signs and repair all damage caused by such
removal. Lessee's obligation to observe or perform this covenant shall survive
the expiration or termination of this Lease.

                                   ARTICLE VII

                             USE OF DEMISED PREMISES

     1. (a) Lessee shall operate its business in the Demised Premises under the
trade names Tel-Com Wireless Cable TV, International Broadcast Corporation,
Fifth Avenue Channel, or such other name which is approved by Lessor, and no
other trade name and the Demised Premises shall be occupied and used for the
purpose of a general office (the "PERMITTED USE") and for no other purpose.
Lessee hereby warrants, that it has the full and unfettered right to use
Lessee's trade name and that said use will not in any way infringe on the rights
of others. The foregoing specific use is a material consideration to Lessor in
order that there will be maintained within the Shopping Center an appropriate
tenant mix so as to achieve the maximum gross sales for all tenants and to
assure the continued operation of a specialty shopping center development.

         (b) Throughout the term of the Lease, the decor and fixturing of the
Demised Premises, Lessee's merchandise and the operation of Lessee's business
conducted in the Demised Premises shall be consistent with the operation of a
"first-class", "high-quality", general office use as those standards of
operation may be interpreted from time to time during the term of this Lease (as
opposed to a "general", "promotional" or "self-service" store or business).
Lessee shall operate its business at the Demised Premises in as respectable,
reputable, tasteful, competent and dignified manner in order to enhance the
image of the Shopping Center as a specialty shopping center offering quality
name brand merchandise and services and as a desirable place to shop. The
description of the standards of operation of the business conducted in the
Demised Premises as "first class", "high quality" general office use as opposed
to "general", "promotional" or "self -service" is intended only as a description
of the general quality of the merchandise or services

                                       4
<PAGE>

Lessee may sell and the general quality of customer service, merchandising,
fixturing and decor Lessee must maintain in the operation of the Demised
Premises.

         (c) Lessee shall not at any time throughout the term of this Lease
abandon, leave vacant or desert the Demised Premises.

         (d) Lessee shall keep the Demised Premises continuously and
uninterruptedly open for business for such hours and days as are customary for
Lessee's business.

         (e) Lessee and/or its permitted licensees, concessionaires, sublessees
or assignees shall continuously and without interruption, throughout the term of
this Lease, in good faith, actively use, occupy and operate the entire Demised
Premises, with an inventory of goods and merchandise and a staff of sales
personnel adequate, sufficient and appropriate to operate the Demised Premises
in accordance with the standards contained in subsection (b) of this Paragraph.

         (f) Lessor is executing this Lease in reliance upon the covenants
contained in this Paragraph 1 and such covenants are a material element of the
consideration inducing Lessor to enter into and execute this Lease.

     2. Lessee shall abide by all reasonable rules and regulations established
by Lessor, from time to time, with respect to the Shopping Center including the
Common Areas (as hereinafter defined) and shall:

         (a) Conduct no auction, fire or bankruptcy sales or similar practices.

         (b) Display no merchandise outside the Demised Premises nor in any
way obstruct the malls or sidewalks adjacent thereto and store all trash and
refuse in appropriate containers within the Demised Premises and attend to the
daily disposal thereof in the manner designated by Lessor. Lessee shall not burn
any trash or rubbish in or about the Demised Premises or anywhere else within
the confines of the Shopping Center. Lessee shall not operate a garbage grinder
without Lessor's prior consent. If Lessor elects to provide refuse compactor
service in the Shopping Center, Lessee shall use said service exclusively for
disposal of all waste. In the event compactor service is not provided, Lessee
shall use a refuse disposal service approved by Lessor.

         (c) Load or unload all merchandise, supplies, fixtures, equipment
and furniture and cause the collection of rubbish in a professional and
business-like manner only through the doors of the Demised Premises. Lessee
shall not permit trailers and/or trucks servicing the Demised Premises to remain
parked in the Shopping Center beyond those periods necessary to service Lessee's
operations and in no event shall such trailers and/or trucks remain parked in
the Shopping Center overnight or beyond the closing hour of the Shopping Center.

         (d) Keep the inside and outside of all glass in the windows and
doors of the Demised Premises clean; keep the Demised Premises in a careful,
safe, clean and proper manner and free of insects, rodents, vermin and other
pests; regularly clean and, when necessary replace all floor treatment
(including carpet) which adjoins any mall area; not permit any rubbish or refuse
of any nature emanating from the Demised Premises to accumulate in the mall
areas or rear delivery areas; and not permit the plumbing facilities within or
servicing the Demised Premises to be used for any purposes other than for which
they were constructed, and no foreign substances of any kind shall be thrown
therein.

         (e) Not solicit business in Common Areas or distribute any
             handbills or other advertising matter or maintain any sign in
             the Common Areas.

         (f) Prevent the Demised Premises from being used in any way which
             may be a nuisance, annoyance, inconvenience or damage to the other
             tenants or occupants of the Shopping Center, including, without
             limiting the generality of the foregoing, the operation

                                       5
<PAGE>

of any instrument or apparatus or equipment or the carrying on of any trade or
occupation which emits an odor discernible outside of the Demised Premises and
which may be deemed offensive in nature, or noise by the playing of any musical
instrument or radio or television or the use of a microphone, loudspeaker,
electrical equipment or other equipment which may be heard outside of the
Demised Premises.

         (g) Not exhibit, inscribe, paint, or affix any sign, advertisement,
notice or other lettering on any part of the outside of the Demised Premises or
of the building of which the Demised Premises are a part, or inside the Demised
Premises if visible from the outside, without first obtaining Lessor's written
approval thereof. Lessee further agrees to maintain such sign, lettering, etc.,
as may be approved, in good condition and repair at all times. Lessor shall have
the right, without notice to Lessee and without, any liability for damage to the
Demised Premises reasonably caused thereby, to remove any items displayed or
affixed in violation of the foregoing provisions.

         (h) Maintain the heating, ventilating and air-conditioning equipment
servicing the Demised Premises at comfortable temperatures.

         (i) Not use, occupy, suffer or permit the Demised Premises or any part
             thereof to be used or occupied for any purpose which may be
             contrary to law or to the rules or regulations of any public
             authority or which may be prohibited by or violate any of
             Lessor's insurance policies or the rules or regulations of the
             Fire Insurance Rating Organization having jurisdiction or any
             similar body, or which will increase any insurance rates and
             premiums on the Demised Premises, the building of which it forms
             a part and/or any other buildings or improvements in the Shopping
             Center. If as a result of: (i) any failure of Lessee, or anyone
             claiming by, through or under Lessee, to comply with the
             provisions of the preceding sentence; or (ii) the use and
             occupancy of the Demised Premises by Lessee or anyone claiming
             by, through or under Lessee, whether or not Lessor has consented
             to the same; or (iii) Lessee's failure, to use and/or
             continuously to occupy and operate Lessee's business in the
             Demised Premises in the manner provided for in this Lease; or
             (iv) Lessee's abandonment of the Demised Premises, the insurance
             rates applicable to any policies of insurance carried by Lessor
             governing the Demised Premises or the Shopping Center property or
             the rental income to be derived therefrom shall be increased,
             Lessee shall pay Lessor within ten (10) days after Lessor's
             demand therefore, as additional rent hereunder, the entire
             portion of the premiums for said insurance which shall be
             attributable to such higher rates. In determining whether any
             increase in such rates is the result of any of the aforementioned
             acts or omissions of Lessee or anyone claiming by, through or
             under Lessee, a schedule or rule book issued by the applicable
             rating organization or the rating procedures or rules of Lessor's
             insurance companies shall be conclusive evidence of the times and
             charges which make up the insurance rates and premiums on the
             Demised Premises, or the Shopping Center. If any such insurance
             carried by Lessor shall be cancelled by the insurance carrier as
             a result of any of the aforementioned acts or omissions of Lessee
             or anyone claiming through or under Lessee, Lessee shall
             indemnify, have and hold harmless Lessor against and from all
             damages, costs and expenses which Lessor may sustain by reason
             thereof. Nothing contained herein shall permit a use other than
             the Permitted Use. Lessee shall promptly comply with all present
             and future laws, regulations or rules of any county, state,
             federal and other governmental authority and any bureau and
             department thereof, and of the National Board of Fire
             Underwriters or any other body exercising similar function which
             may be applicable to the Demised Premises, including the making
             of any required structural changes thereto. If Lessee shall
             install any electrical equipment that overloads the lines in the
             Demised Premises, Lessee shall make whatever changes are
             necessary to comply with the requirements of the insurance
             underwriters and governmental authorities having jurisdiction
             thereover.
        (ii)

         (j) Keep its display window, including window or shadow boxes, in
             the Demised Premises dressed and illuminated and its signs and
             exterior lights well lighted everyday of the Term of the Lease
             from dusk to 9:30 pm., excluding Sundays and Holidays.

                                       6
<PAGE>

         (k) To use such name for the Shopping Center as Lessor shall
designate in all advertising in newspapers, radio, television and other media.

         (l) Not operate vending machines, pinball machines, or electronic
games or similar devices.

         (m) Lessee shall not overload the floors of the Demised Premises
beyond their designed weight-bearing capacity. Lessor reserves the right to
direct the positioning of all heavy equipment, furniture and fixtures which
Lessee desires to place in the Demised Premises so as to distribute properly the
weight thereof, and to require the removal of any equipment or furniture which
exceeds the weight limit specified.

         (n) Lessee shall not cause, use or permit any hazardous or toxic
substance, material or waste to be brought into the Demised Premises or the
Shopping Center or used, handled, stored or disposed of in, on or about the
Demised Premises or the Shopping Center and Lessee shall comply with the terms,
covenants and provisions of EXHIBIT "H" attached hereto and made a part hereof.

         (o) It is understood Lessee knows and controls its business, its
employees and agents and its operation in the Demised Premises, and that all
applicable zoning, occupancy and other requirements pertaining to the Demised
Premises are matters of public record. Lessee represents and warrants its use
and occupancy of the Demised Premises comply with same, and agrees it shall, at
its sole cost and expense, comply with all zoning, occupancy and other
requirements of all municipal, county, state, federal and other applicable
governmental authorities, now in force, pertaining to its use of the Demised
Premises, and shall secure all necessary permits therefore and shall faithfully
observe, in the use of the Demised Premises, all applicable municipal and county
ordinances and state and federal statutes now in force, or which may hereafter
be in force. Lessee shall obtain any required certificate of occupancy with
respect to its use of the Demised Premises within thirty (30) days from the
commencement of the Term hereof and shall deliver a copy thereof to Lessor
within said thirty (30) day period.

     3. If either Lessee fails to keep or perform any covenant or term included
in Paragraph 2 of this Article or violates any such covenant or term, and if
Lessee fails to cure such failure or violation promptly after notice from Lessor
and with all due diligence, Lessor may, in addition to any and all other
remedies Lessor may have under this Lease or at law or in equity, (a) enjoin
such Lessee from any further failure or violation hereunder or (b) cure or
prosecute the curing of such failure or violation and all expenses in connection
with such cure or prosecution of such cure of such failure or violation,
including without limitation legal fees, shall be deemed additional rent and
paid by Lessee together with the next installment of Minimum Rent due under this
Lease; provided, however, if Lessee shall be in breach of its obligations
included under Paragraph 3 of this Article on three (3) or more occasions during
any twenty-four (24) month period, then such failure shall be deemed a
noncurable default.

                                  ARTICLE VIII

                      ADVERTISING AND PROMOTIONAL SERVICES

                              INTENTIONALLY DELETED

                                   ARTICLE IX

                                   ALTERATIONS

Lessee shall not make or permit to be made any alterations, improvements and/or
additions of any kind or nature to the Demised Premises or any part thereof
accept by and with the approval of Lessor, which approval shall be in Lessor's
sole ownership discretion. All alterations, improvements and additions to the
Demised Premises shall be made in

                                       7
<PAGE>

accordance with plans and specifications prepared by Lessee and approved by
Lessor and in accordance with all applicable building codes. The approval by
Lessor of the plans and specifications shall not constitute the assumption of
any liability on the part of Lessor for their compliance or conformity with
applicable building codes and the requirements of this Lease or for their
accuracy, and Lessee shall be solely responsible for such plans and
specifications. Such alterations, improvements and additions to the Demised
Premises shall be done in a good workmanlike manner using first-quality
materials and shall at once when made or installed be deemed to have attached to
the fee and to have become the property of Lessor and shall remain for the
benefit of Lessor at the end of the Term, or other expiration of this Lease, in
as good order and condition as they were when installed, reasonable wear and
tear excepted; provided, however, if prior to the termination of this Lease, or
within fifteen (15) days thereafter, Lessor so directs, Lessee shall promptly
remove the alterations, improvements, additions, fixtures and installations
which were placed in the Demised Premises by Lessee and which are designated in
said notice and repair any damage occasioned by such removal and in default
thereof, Lessor may effect said removals and repairs at Lessee's expense. In the
event of making such alterations, improvements and/or additions as herein
provided, Lessee shall protect, indemnify, save and hold harmless Lessor from
all expense, liens, claims or damages to either persons or property arising out
of, or resulting from the undertaking or making of such alterations,
improvements and/or additions including, without limitation, mechanic's liens or
other liens claimed or filed or building code violations attributable to such
work.

                                    ARTICLE X

         MAINTENANCE OF DEMISED PREMISES, INDEMNIFICATION AND INSURANCE

     1. Lessor shall, as a Common Area Maintenance Cost (as hereinafter
defined), keep and maintain the roof over the Demised Premises and structural
portions of the Demised Premises in good repair, provided that Lessee shall give
Lessor prior notice of the necessity for such repairs and further provided, that
any damage thereto shall not have been caused by any act or negligence of
Lessee, its employees, agents, invitees, subtenants, licensees, assignees or
contractors, in which event such damage shall be promptly repaired by Lessee,
subject to the supervision of Lessor. Other than as herein provided, Lessor
shall not be responsible to maintain or make any improvements or repairs of any
kind, in or upon the Demised Premises.

     2. Lessee shall keep and maintain in good order, condition and repair
(which repair shall mean replace if necessary) the Demised Premises and every
part thereof, except as herein before provided, including, without limitation,
the exterior and interior portions of all doors, door checks, security gates,
windows, glass, utility facilities, plumbing and sewage facilities within the
Demised Premises or under the floor slab including free floors up to the main
sewer line, fixtures, heating, air-conditioning including the air conditioning
mechanical equipment located on rooftop and electrical and drain pipes servicing
the air conditioning equipment serving the Demised Premises and interior walls,
floors and ceilings, including compliance with applicable building codes. Lessee
shall contract for, in its own name, and shall pay for a qualified service
contractor to inspect, adjust, clean and repair heating, ventilating and air
conditioning equipment, including changing filters on a quarterly basis.
Heating, ventilating and air-conditioning units shall be set for continuous fan
operation during the hours the Shopping Center is open and such units' dampers
shall be adjusted to a minimum ten percent (10%) outside air setting. If
Lessee's use of the Demised Premises results in special exhaust requirements,
Lessee shall have exhaust fans interlocked with the make-up air units. If Lessee
refuses or neglects to commence of complete any of the obligations above set
forth promptly and adequately, Lessor may , but shall not be required to, make
or complete said maintenance or repairs and Lessee shall pay the cost thereof to
Lessor upon demand as additional rent.

                                       8
<PAGE>

     3. (a) Lessee shall protect, defend, indemnify, save and hold harmless
Lessor and/or any fee owner or ground or underlying Lessors of the Shopping
Center, against and from any and all claims, demands, fines, suits, actions,
proceedings, orders, decrees and judgments of any kind or nature by, or in favor
of, anyone whomsoever, and against and from any, and all costs, damages and
expenses, including attorneys fees, resulting from, or in connection with, loss
of life, bodily or personal injury or property damage arising, directly or
indirectly, out of, or from, or on account of, any accident or other occurrence
in, upon, at or from the Demised Premises, or occasioned in whole or in part
through the use and occupancy of the Demised Premises or any improvements
therein or appurtenances thereto, or by any act or omission of Lessee or any
subtenant, concessionaire or licensee of Lessee, or their respective employees,
agents, contractors or invitees in, upon, at or from the Demised Premises or its
appurtenances or any Common Areas of the Shopping Center.

         (b) Lessee, and all those claiming by, through and under Lessee,
shall store their property in and shall occupy and use the Demised Premises and
any improvements therein and appurtenances thereto, and all other portions of
the Shopping Center, solely at their own risk, and Lessee, and all those
claiming by, through or under Lessee, hereby release Lessor, to the full extent
permitted by law, from all claims of every kind, including loss of life,
personal or bodily injury, damage to merchandise, equipment, fixtures or other
property, or damage to business or for business interruption, arising, directly
or indirectly, out of, or from, or on account of, such occupancy and use, or
resulting from any present or future condition or state of repair thereof.

         (c) Lessor shall not be responsible or liable at any time to
 Lessee, or to those claiming by, through or under Lessee, for any loss of life,
 bodily or personal injury, or damage to property or business, or for business
 interruption, that may be occasioned by any failure by any tenants or occupants
 of the Shopping Center to comply with any of the terms of their leases or
 agreements or that may be occasioned by or through the acts, omissions or
 negligence of any other persons, or any other tenants or occupants of the
 Shopping Center.

         (d) Lessor shall not be responsible or liable at any time for any
defects, latent or otherwise, in any buildings or improvements in the Shopping
Center or any of the equipment, machinery, utilities, appliances or apparatus
therein, nor shall Lessor be responsible or liable at any time for loss of life,
or injury or damage to any person or to any property or business of Lessee, or
those claiming by, through or under Lessee, caused by, or resulting from, the
bursting, breaking, leaking, running, seeping, overflowing or backing up of
water, steam, gas or sewage, in any part of the Demised Premises or caused by,
or resulting from, acts of God or the elements, or resulting from any defect or
negligence in the occupancy, construction, operation or use of any buildings or
improvements in the Shopping Center, including the Demised Premises, or any of
the equipment, fixtures, machinery, appliances or apparatus therein.

         (e) Lessee shall give prompt notice to Lessor in case of fire or
other casualty or accidents in the Demised Premises, or in the building of which
the Demised Premises forms a part, or of any defects thereof or in any of its
fixtures, machinery or equipment.

         (f) In the event Lessor, without fault on its part, shall be made
a party to any litigation commenced by or against Lessee, then Lessee shall pay
Lessor all costs and expenses, including reasonable attorneys fees, which Lessor
may sustain by reason thereof.

         (g) The provisions of this Paragraph 3 shall apply and become
effective from and after the Commencement Date and shall survive the expiration
or earlier termination of this Lease.

   4. Lessor shall carry standard fire and extended coverage insurance,
insuring the improvements constructed by Lessor upon the Shopping Center,
including Lessor's Work

                                       9
<PAGE>

in the Demised Premises provided by Lessor, for not less than any amount
required by Lessor's mortgagee, if any, including any deductible permitted by
Lessor's mortgagee.

   5. Lessee hereby covenants and agrees at all times during the original term
of this Lease to cause to be maintained and enforced on behalf of Lessor and
property manager, the following insurance coverages: (a) comprehensive
commercial general liability insurance with limits of not less than One Million
($1,000,000) Dollars each occurrence, One Million ($1,000,000) Dollars products
and completed operation, Two Million ($2,000,000) Dollars general aggregate, One
Million ($1,000,000) Dollars personal and advertising injury, One Million
($1,000,000.00) Dollars on account of bodily injury or death and Five Hundred
Thousand ($500,000.00) Dollars for damage to property, including water damage,
arising out of any one occurrence; (b) standard fire and extended coverage
insurance, including vandalism and malicious mischief endorsements, in an amount
,adequate to cover the full replacement value of all improvements on the Demised
Premises and of Lessee's merchandise, trade fixtures, furnishings, wall
coverings, carpeting, drapes, equipment and all other items of personal property
of Lessee located on or within the Demised Premises; (c) plate glass insurance
covering all plate glass in the Demised Premises; (d) if there is a boiler or
air conditioning equipment serving the Demised Premises (whether installed in,
adjoining, above or beneath the same), broad form boiler and machinery insurance
in the amount of One Hundred Thousand ($100, 000) Dollars; (e) business
interruption insurance in an amount adequate to cover payment of all rent,
minimum, additional and otherwise, for one year; (f) Workers' Compensation
insurance at statutory limits for the states in which the operations are being
performed, including employer's liability limits of not less than Five Hundred
Thousand ($500,000) Dollars each accident/injury, Five Hundred Thousand
($500,000) Dollars each employee/disease and Five Hundred Thousand ($500,000)
Dollars policy limit, (g) Commercial Automobile Coverage at limits of One
Million ($1,000,000) Dollars covering all owned, non-owned and hired
automobiles; and (h) and umbrella liability policy the limits of which shall not
be less than Two Million ($2,000,000) Dollars each occurrence, Two Million
($2,000,000) Dollars aggregate, with coverage to follow underlying commercial
liability policy, employer's liability and commercial coverage.

         The commercial general liability insurance shall include the
following coverage: (a) premises operation; (b) blanket contractual; (c)
independent contractors; (d) completed operations (e) broad form property
damage; (f) host liquor; and (g) broad form vendors -if applicable.

     6. All insurance policies required hereunder shall be issued in the names
of and for the benefit of Lessor, its designee(s) and Lessee, by one or more
responsible insurance companies rated an A+ or better per A.M. and Best and
approved by Lessor and licensed to do business in the State of Florida and, at
Lessee's option, such insurance may be carried under blanket policy, covering
the Demised Premises and any other of Lessee's stores provided the provisions of
such blanket policy comply with the terms of this Lease and coverage with
respect to the Demised Premises is separately allocated therein. The
comprehensive general liability insurance shall specifically insure Lessee's
liability under Article X, Paragraph 3 hereof. All insurance policies required
under Paragraph 5 of this Article shall contain the following endorsements:
(a)That such insurance may not be cancelled or amended or not renewed with
respect to Lessor except upon thirty (30) days prior written notice from the
insurance company to Lessor; (b) that Lessee shall be solely responsible for the
payment of all premiums under such policy and that Lessor shall have no
obligation for the payment thereof: and (c) that in event of payment of any lose
covered by such policy, Lessee's Insurance shall be made primary over any other
valid and collectible insurance available to such additional insured and Lessor
shall be paid first by the insurance company for its loss.

     7. A company issued certificate of insurance in a form satisfactory to
Lessor shall be in place with Lessor prior to the Demise of the Premises. Lessee
shall deliver to Lessor certificates or memoranda of insurance for all policies
of insurance to be procured by Lessee within ten (10) days of the inception of
such policies and, at least ten (10) days

                                       10
<PAGE>

prior to the expiration of any such policies, Lessee shall deliver to Lessor
certificates or memoranda of insurance evidencing the renewal of such policies.
No change in coverage should be effected without written permission from Lessor.
Lessee shall carry insurance on its own personal property, equipment,
improvements and betterments for which Lessee is delineated to have
responsibility and glass at 100% value on a Special Cause of Loss (All Risk)
Form, naming Lessor as loss payee with respect to the improvements and
betterments. The certificate of insurance should delineate the specific dollar
value of the improvements and betterments. The minimum limits of any insurance
coverage to be maintained by Lessee hereunder shall not limit Lessee's liability
under Paragraph 3 of this Article.

                                   ARTICLE XI

                                  COMMON AREAS

     1. Lessor hereby grants to Lessee, during the term of this Lease, the
nonexclusive right to use, in common with all others so entitled, the Common
Areas (as hereinafter defined) for pedestrian and vehicular traffic. The Common
Areas shall be subject to the exclusive control and management of Lessor and to
such rules and regulations as Lessor may, from time to time, adopt and Lessor
reserves the right to change the areas, locations and arrangement of parking
areas and other Common Areas; to enter into, modify and terminate easements and
other agreements pertaining to the maintenance and use of the parking areas and
other Common Areas; to close any or all portions of the Common Areas to such
extent and for such time as may, in the sole discretion of Lessor's counsel, be
legally necessary to prevent a dedication thereof or the accrual of any rights
to any person or to the public therein; to close temporarily, if necessary, any
part of the Common Areas in order to discourage noncustomer parking; and to make
changes, additions, deletions, alterations or improvements in and to such Common
Areas, including methods of ingress to and egress from such Common Areas,
provided that there shall be no unreasonable obstruction of Lessee's right of
ingress to or egress from the Demised Premises.

     2. Lessor shall operate, maintain and repair the Common Areas and
improvements within the Shopping Center in such manner as Lessor shall in its
sole discretion determine. For these services Lessee shall pay as additional
rent its proportionate share of the Common Area Maintenance Costs (as
hereinafter defined) from and after the Commencement Date and continuing during
the Term of this Lease, including any period during which Lessee shall transact
business in the Demised Premises prior to the Commencement Date of the term of
this Lease. For the purposes of this Article, the term "COMMON AREA MAINTENANCE
COSTS" shall mean all costs, expenses and other charges incurred in connection
with the ownership, management, operation, insurance, maintenance and repair of
the Common Areas and improvements within the Shopping Center, and shall include,
but not be limited to, the costs and expenses of [the following subsections (a)
through (j) are for definition only and are not to be construed so as to impose
any obligations or limitations on Lessor]:

     (a)  garbage and trash removal; maintenance, repair and replacement of all
          parking lot surfaces, service areas and courts, including, cleaning,
          sweeping, painting, striping and repaving; maintenance, repair and
          replacement of sidewalks, curbs, screens, flagpoles, bicycle racks,
          Shopping Center identification signs, traffic signals, and other
          traffic markers and signs;

     (b)  maintenance, repair and replacement of (i) storm and sanitary drainage
          systems, including disposal plants and lift stations and retention
          ponds or basins; (ii) irrigation systems: (iii) electrical, gas, water
          and telephone systems: (iv) lighting systems (including bulbs, poles
          and fixtures): (v) emergency water and sprinkler systems: (vi) other
          utility systems: (vii) heating, ventilating and air conditioning
          systems: and (viii) security systems, including any utility charges in
          connection with any of the foregoing systems:

                                       11
<PAGE>

     (c)  interior and exterior planting, replanting and replacing of flowers,
          shrubbery, plants, trees and other landscaping;

     (d)  maintenance, repair, replacement and substitution of and for all
          portions of the buildings, both interior and exterior, on Lessor's
          Parcel (excluding the Demised Premises and premises leased to other
          tenants), including, but not limited to, floors, floor coverings,
          ceilings, walls, roofs and roof flashings, canopies, skylights, signs,
          planters, benches, fountains, elevators, escalators and stairs, fire
          exits, doors and hardware, windows, glass and glazing;

     (e)  premiums or contributions for insurance, including, without
          limitation, liability insurance for personal injury, death and
          property damage; insurance against liability for defamation and claims
          of false arrest occurring in and about the Common Areas; workers'
          compensation; broad form all peril insurance covering the Common Areas
          in the Shopping Center which may include flood insurance, earthquake
          insurance, boiler insurance and/or rent insurance, [for the purposes
          of this provision of subsection (e), Common Areas shall be deemed to
          include the Demised Premises and premises leased to other tenants];

     (f)  maintenance, repair and acquisition costs (rental fees and/or purchase
          price or in lieu of purchase price, the annual depreciation allocable
          thereto) of all security devices, machinery and equipment used in the
          operation and maintenance of the Common Areas, and all personal
          property taxes and other charges incurred in connection with such
          security devices, machinery and equipment:

     (g)  all license and permit fees, and all parking surcharges that may
          result from any environmental or other laws, rules, regulations,
          guidelines or orders; the cost of obtaining and operating public
          transportation or shuttle bus systems as used in connection with
          bringing customers to the Shopping Center or if required by any
          environmental or other laws, rules, regulations, guidelines or orders,

     (h)  installation and operation of music program services and loudspeaker
          systems;

     (i)  personnel, including, without limitation, security and maintenance
          people on the Shopping Center, the mall manager and assistant mall
          manager, secretaries and mall management bookkeepers (including,
          without limitation, the payroll taxes and employer benefits of such
          personnel); and

     (j)  Lessor's administrative overhead in an amount equal to fifteen percent
          (15%) of the total Common Area Maintenance Costs.

     3. (a) "LESSEE'S PROPORTIONATE SHARE" means the amount arrived at by
multiplying Common Area Maintenance Costs or Lessor's Estimate (hereinafter
defined) as the case may be by a fraction, the numerator of which is the gross
leasable area of the Demised Premises and the denominator of which is the gross
leasable area of all building space leased in the Shopping Center, provided (i)
to the extent certain expenses are, in Lessor's sole discretion specifically
allocable to the office building which comprises a portion of the Shopping
Center or are allocable pursuant to Easement and Operating Agreements the
Shopping Center, such expenses shall not be included for the purpose of
determination of Common Area Maintenance Costs and (ii) to the extent certain
expenses are, in Lessor's sole discretion, specifically allocable to the mall
and not the office building, the denominator referred to above shall, with
respect to referenced expenses, not include the gross leaseable area of the
office building.

        (b) "Lessor's Estimate" means the total amount of Common Area
Maintenance Costs as estimated by Lessor for each Lease Year.

                                       12
<PAGE>

        (c) Lessee will pay to Lessor, Lessee's Initial Proportionate
Share on the date the first Minimum Rent payment is due and payable hereunder
and on the first day of each and every month thereafter during the first Lease
Year. Thereafter, during each Lease Year Lessee will pay to Lessor on the dates
minimum rental payments are due and payable, a sum equal to one-twelfth (1/12th)
of Lessee's Proportionate Share of Lessor's Estimate. In the event the actual
Common Area Maintenance Costs during any month in any Lease Year exceed Lessor's
projection for such month and it becomes apparent to Lessor that Lessee's
monthly payments will not pay Lessee's Proportionate Share for such Lease Year,
the Lessor may give written notice to Lessee of any such expected deficiency and
in such notice may increase the monthly payments being made by Lessee to Lessor
hereunder.

        (d) After the end of each Lease Year, Lessor shall deliver to
Lessee a statement showing the cost of operating and maintaining the Common
Areas as hereinabove set forth and further showing Lessee's Proportionate Share.
In the event the total monthly payments made by Lessee for Shopping Center
Operating Costs exceeds Lessee's Proportionate Share for such Lease Year, then
Lessor will apply any such coverage towards the next succeeding monthly
payments. In the event the total monthly payments made by Lessee for Common Area
Maintenance Costs are less than Lessee's Proportionate Share for such Lease
Year, then Lessee shall pay any such deficiency to Lessor immediately upon
demand. The obligations of Lessee to pay Lessee's Proportionate Share shall
survive the termination of this Lease.

     4. Lessee shall cause it and its employees to park only in the outer areas
of the parking lot or such places as provided and designated from time to time
by Lessor for employee parking, except that Lessee may permit six (6) of its
executives to park in the inner areas of the parking lot during regular business
hours Monday through Friday from 9:00 a.m. to 5:00 p.m. ("executive parking").
Notwithstanding such authorization for executive parking, Lessee acknowledges
and understands that neither its employees nor its executives may park in those
spaces designated as "restaurant parking" on the Site Plan attached hereto as
Exhibit "B". Further, in the event that the Restaurant (Shooters, or its
successors or assigns), commences valet parking, spaces for "executive parking"
may not be available. Such valet parking shall not include any spaces
immediately adjacent to the Demised Premises during normal business hours,
Monday through Friday, 9:00 a.m. to 5:00 p.m. In such event, Lessor shall notify
Lessee of same and authorization for executive parking shall be rescinded.

     Within ten (10) days after a request by Lessor, Lessee, shall deliver to
Lessor a list of Lessee's and its executives' and employees' automobiles
(designating each automobile as "executive" or "employee"), which such list
shall set forth the description of and the license numbers assigned to such
automobiles and their state of issue. Thereafter, Lessee shall advise Lessor of
any changes, additions or deletions in such list. If any automobile appearing on
said list is parked in an area of the Shopping Center other than the area
designated by Lessor at any time after Lessor has given notice to Lessee or
Lessee's store manager that the same automobile has previously been parked in
violation of this provision, then Lessee shall pay to Lessor the sum of Ten
Dollars ($10) per day for each such automobile for each day (or part thereof) it
is parked in violation of this provision. Lessee shall pay such sum to Lessor
within ten (10) days after receipt of notice from Lessor. In addition to the
foregoing, Lessee hereby authorizes Lessor in such event to, remove from the
Shopping Center any of Lessee's automobiles, or automobiles belonging to
Lessee's employees or executives, and/or to attach violation stickers or notices
to such automobiles, and Lessee hereby waives and releases Lessor and hereby
indemnifies and holds Lessor harmless for all claims, liabilities, costs and
expenses which may arise therefrom.

                                       13
<PAGE>

                                   ARTICLE XII

                            MECHANIC'S LIEN OR CLAIMS

     Lessee shall not permit to be created nor to remain undischarged any lien,
encumbrance or charge arising out of any work of any contractor, mechanic,
laborer or material man which might be or become a lien or encumbrance or charge
upon the Demised Premises or the Shopping Center of which the Demised Premises
is a part or the income therefrom and Lessee shall not suffer any other matter
or thing whereby the estate, right and interest of Lessor in the Demised
Premises or in the Shopping Center of which the Demised Premises is a part might
be impaired. Neither Lessor's Parcel nor the Shopping Center of which Lessor's
Parcel is a part shall not be subject to attachment. The Lessee herein shall not
have any authority to create any liens for labor or materials on the Lessor's
interest in the Demised Premises and all persons contracting with the Lessee for
the destruction or removal of any facilities or other improvements or for the
erection, installation, alteration or repair of any facilities or other
improvements on or about the Demised Premises, and all materialmen, contractors,
subcontractors, mechanics and laborers are hereby charged with notice that they
must look only to the Lessee and the Lessee's interests in the Demised Premises
to secure the payment of any bill for work done or material furnished at the
request or instruction of Lessee. Lessee shall include in all contracts and
subcontracts for work to be performed on Lessee's behalf at the Demised Premises
provisions wherein such contractor or subcontractor acknowledges that Lessor has
no liability under such contracts and subcontracts and that such contractor or
subcontractor waives any right it may have to lien or attach the Shopping
Center. If any lien or notice of lien on account of an alleged debt of Lessee or
any notice of contract by a party engaged by Lessee or Lessee's contractor to
work in the Demised Premises shall be filed against the Demised Premises or the
Shopping Center of which the Demised Premises is part, Lessee shall, within
twenty (20) days after notice of the filing thereof, cause the same to be
discharged of record by payment, deposit, bond, order of a court of competent
jurisdiction or otherwise. If Lessee shall fail to cause such lien or notice of
lien to be discharged within the period provided, then Lessor, in addition to
any other rights or remedies, may, but shall not be obligated to, discharge the
same by either paying the amounts claimed to be due or by procuring the
discharge of such lien by deposit or by bonding proceedings; and in any such
event, Lessor shall be entitled, if Lessor so elects, to defend any prosecution
of an action for foreclosure of such lien by the lienor or to compel the
prosecution of an action for foreclosure of such lien by the lienor and to pay
the amount of the judgment in favor of the lienor with interest, costs and
allowances. Any amount paid by Lessor and all costs and expenses, including
attorney fees, incurred by Lessor in connection therewith, together with
interest thereon at the maximum legal rate from the respective dates of Lessor's
making of the payment or incurring of the cost and expense, shall be paid by
Lessee to Lessor on demand as additional rent. Nothing in this Lease shall be
construed as in any way constituting a consent or request by Lessor, expressed
or implied, by inference or otherwise, to any contractor, subcontractor, laborer
or materialman for the performance of any labor or the furnishing of any
materials for any specific or general improvement, alteration or repair of or to
the Demised Premises or to any part thereof.

                                  ARTICLE XIII

                           DESTRUCTION AND RESTORATION

1. If the Demised Premises shall be damaged to the extent of fifty Percent (50%)
or more of the cost of replacement thereof by any insured casualty of damaged by
any uninsured casualty, Lessor shall have the option to rebuild or terminate
this Lease to be exercised by notice to Lessee given not more than ninety (90)
days from the later to occur of the date of such damage or an insured loss, the
date Lessor receives it's final insurance adjustment. If Lessor elects to
rebuild Lessor shall, at its expense shall proceed with so much of the
restoration of the Demised Premises as was included in Lessors Work

                                       14
<PAGE>

pursuant to Article V. All repairs and restorations of the Demised Premises not
so included shall be performed by Lessee in conformance with Article VI. The
parties shall promptly commence and diligently proceed with their restoration
obligations hereunder.

     2. If the Demised Premises shall be damaged to the extent of less than
fifty percent (50%) of the cost of replacement, by fire or other casualty
covered by Lessor's policy of fire and extended coverage insurance, during the
term of this Lease, then Lessor shall, at its expense, proceed with so much of
the restoration of the Demised Premises as was included in Lessor's Work
pursuant to Article V. All repairs and restorations of the Demised Premises not
so included shall be performed by Lessee in conformance with Article VI.

     3. In the event of total destruction of the Demised Premises, Lessee's rent
shall completely abate from the date of such destruction. If Lessor elects to
rebuild as aforesaid, Lessee's rent shall completely abate from the date of such
destruction until Lessor substantially completes its work and delivers the space
to Lessee, or upon the date when Lessee opens for business, whichever event
shall first occur. In the event of a partial destruction or damage whereby
Lessee shall be deprived of the occupancy and use of only a portion of the
Demised Premises, then Minimum Rent shall be equitably apportioned according to
the area of the Demised Premises which is unusable by Lessee, until such time as
the Demised Premises are repaired or restored as provided herein.

     4. In the event any portion of the Shopping Center is damaged or destroyed
to such an extent that Lessor, in its, sole discretion, elects to discontinue
operation of the Shopping Center, Lessor may cancel this Lease by giving Lessee
notice of its election and this Lease shall terminate and shall become null and
void ninety (90) days after said notice.

     5. Each party hereto (hereinafter "Releasing Party") hereby releases the
other (hereinafter "Released Party") from any liability which the Released Party
would but for this paragraph, have had to the Releasing Party arising out of or
in connection with any accident or occurrence or casualty (a) which is or would
be covered by a standard fire and extended coverage policy (with vandalism and
malicious mischief endorsement attached) or by a sprinkler leakage or water
damage policy in the State of Florida regardless of whether or not such coverage
is being carried by the Releasing Party, and (b) to the extent of recovery under
any other casualty or property damage insurance being carried by the Releasing
Party at the time of such accident or occurrence or casualty, which accident or
occurrence or casualty may have resulted in whole or in part from any act or
neglect of the Released Party, its officers, agents or employees; provided,
however, the release hereinabove set forth shall become inoperative and null and
void if the Releasing Party contracts for the insurance required to be carried
under the terms of this Lease with an insurance company which (a) takes the
position that the existence of such release vitiates or would adversely affect
any policy so insuring the Releasing Party in a substantial manner and notice
thereof is given to the Released Party, or (b) requires the payment of a higher
premium by reason of the existence of such release, unless in the latter case
the Released Party, within ten (10) days after notice thereof from the Releasing
Party, pays such increase in premium. Notwithstanding anything contained in this
Lease to the contrary, Lessor shall not be liable for any damage to person or
property arising from the negligent act or omission of any other tenant or
occupant of the Shopping Center; and Lessee hereby expressly waives any claim
for such damages.

                                   ARTICLE XIV

                          PROPERTY IN DEMISED PREMISES

     1. All leasehold improvements, such as light fixtures, heating and
air-conditioning equipments, and other construction to be done by Lessee as
required herein, shall when

                                       15
<PAGE>

installed attach to the fee and become and remain the property of Lessor. Such
property shall not be removed unless replaced with like property. All store
fixtures or trade fixtures, signs, wall coverings, carpeting and drapes shall
remain the property of Lessee, subject at all times to Lessor's lien for Minimum
Rent and all items of additional rent which may become due to Lessor under this
Lease. Lessee shall not seek or pursue so-called "industrial revenue bond"
financing without the consent of Lessor, which such consent shall be in Lessor's
sole discretion.

     2. Lessee shall pay, before delinquency all taxes assessed against Lessee's
fixtures, furnishings, leasehold improvements, equipment and stock-in-trade
placed in or on the Demised Premises. Any such taxes included in Lessor's tax
bills and paid by Lessor shall be due and payable as additional rent within ten
(10) days after billings therefore are rendered to Lessee.

                                   ARTICLE XV

                           ACCESS TO DEMISED PREMISES

     1. Lessee shall permit Lessor or Lessor's agents, mortgagees or ground
lessees to inspect or examine the Demised Premises at any reasonable time and
shall permit Lessor to make such repairs, alterations, improvements or additions
in the Demised Premises or to the building of which the Demised Premises is a
part, that Lessor may deem desirable or necessary or which Lessee has covenanted
herein to do and has failed so to do, without the same being construed as an
eviction of Lessee in whole or in part and Minimum Rent and all items of
additional rent shall in no manner abate while such repairs, alterations,
improvements or additions are being made by reason of loss or interruption of
the business of Lessee because of the prosecution of such work. The fact that
Lessor may make inspections of the Demised Premises shall not be either
constructive or actual notice to Lessor of any conditions which might exist on
the Demised Premises.

     2. Lessor reserves the right to display a "For Sale" sign at any time, and
also, after notice from either party of intention to terminate this Lease, or at
any time within three (3) months prior to the expiration of this Lease, a "For
Rent" sign, or both "For Rent" and "For Sale" signs, and all of said signs shall
be placed upon such part of the Demised Premises as Lessor shall require, except
on display windows or doors leading into the Demised Premises. Prospective
purchasers or tenants authorized by Lessor may inspect the Demised Premises at
reasonable hours at anytime. If during the last month of the term Lessee, shall
have removed all or substantially all of the Lessee's property, and shall have
ceased doing business in the Demised Premises, Lessor may immediately enter the
Demised Premises and prepare them for any future tenant. Furthermore, Lessor may
allow such future tenant to occupy the Demised Premises. These acts shall have
no effect upon Lessee's obligations under this Lease and Lessee shall be
entitled to no abatement or diminution of rent as a result thereof, except that
in the event such future Lessee makes any payment for the period up until the
expiration of this Lease, Lessee shall be entitled to an abatement of rent for
such period.

                                   ARTICLE XVI

                          SURRENDER OF DEMISED PROPERTY

     1. Lessee shall deliver and surrender to Lessor possession of the Demised
Premises upon expiration of this Lease, or its earlier termination as herein
provided, broom clean and in as good condition and repair as the same shall be
as the Commencement Date, or in as good condition the same may have been
subsequently put by Lessor during the continuance of the term, ordinary wear and
tear and damage by fire or the element beyond Lessee control excepted.

                                       16
<PAGE>

     2. Lessee shall remove all property of Lessee and all alterations,
additions and improvements as to which Lessor shall have made the election
hereinbefore provided, repair all damage to the Demised Premises caused by such
removal, and restore the Demised Premises to the condition in which they were
prior to the installation of the articles so removed. Any property not so
removed at the expiration of the term hereof, and as to which Lessor shall have
not made said election, shall be deemed to have been abandoned by Lessee, and
may be retained or disposed of by Lessor, as Lessor shall desire. Lessee's
obligation to observe or perform this covenant shall survive the expiration or
termination of this Lease.

                                  ARTICLE XVII

                                    UTILITIES

     1. Lessee shall contract for, in its own name, and shall pay before
delinquency, for all utility services rendered or furnished to the Demised
Premises, including heat, air conditioning, water, gas, electricity, fire
protection, sewer and rubbish rental, sewage treatment facilities and the like,
together with all taxes levied or other charges on such utilities. If Lessor
shall supply any such services, or if any such services are required to be paid
for by Lessor under a master meter, Lessee shall purchase same from Lessor at
charges not in excess of the charges Lessee would have paid to any public
utility corporation or governmental agency in the area supplying the same or
similar service, plus an additional ten percent (10%) for Lessor's overhead
costs. Any such charges for service supplied by Lessor shall be deemed
additional rent and shall be due and payable within ten (10) days after billing
therefore are rendered to Lessee. In no event shall Lessor be liable for the
quality, quantity, failure or interruption of such service to the Demised
Premises. Lessee's obligations for the payment of charges due during the term of
this Lease pursuant to this Article shall survive the expiration or termination
of this Lease.

     2. Lessor may, with notice to Lessee, or without notice in the case of an
emergency, cut off and discontinue gas, water, electricity and any or all other
utilities whenever such discontinuance is necessary in order to make repairs or
alterations. No such action by Lessor shall be construed as an eviction or
disturbance of possession or as an election by Lessor to terminate this Lease,
nor shall Lessor be in any way responsible or liable under such action.

     3. Lessee shall cooperate with Lessor's reasonable directives to reduce
energy consumption, including installation of new energy efficient equipment or
the modification or replacement of existing equipment, as the case may be. In
the event any governmental authority shall order mandatory energy conservation
or if Lessor elects voluntarily to cooperate in energy conservation at the
request of any governmental authority, including, but not limited to, a
reduction in operating hours or lighting usage, then Lessee shall comply with
such requirements. Lessee's compliance with such requirements shall not entitle
Lessee to any abatement of rent or damages for any injury or inconvenience
occasioned thereby, nor shall it be construed as an eviction or disturbance of
possession.

                                 ARTICLE XVIII

                            ASSIGNMENT AND SUBLETTING

     1. Lessee shall not, voluntarily, involuntarily or by operation by law,
sell, mortgage, pledge, encumber or in manner transfer or assign this Lease, in
whole or in part, or sublet the whole or any part of the Demised Premises, or
permit any other persons to occupy same without the prior written consent of
Lessor, references elsewhere herein to assignees, subtenants or other persons
not with standing. In the event that Lessee requests permission to either assign
this Lease, or to sublet the whole or any part of the

                                       17
<PAGE>

Demised Premises, or this Lease is deemed to be assigned pursuant to Paragraph 2
of this Article, then Lessor may, in its sole and absolute discretion, elect to
consent or withhold consent. Any request by Lessee for Lessor's consent must be
by written notice as required in Article XXIX hereof. Such notice will contain
the name and address of the proposed assignee or sublessee and the terms of any
assignment or sublease and such other date concerning the assignee or sublessee
as Lessee shall have obtained. If Lessor's consent be obtained (no inference
being intended herein that Lessor is in any way obligated to grant such
consent), then, in addition to such other conditions as Lessor shall have then
imposed, if any, such assignment or subletting shall be subject to and
conditioned upon the following.- (a) at the time of any such proposed assignment
or subletting, Lessee shall not be in default under any of the terms, conditions
or covenants of this Lease; (b) the proposed assignee or sublessee shall occupy
the Demised Premises and conduct its business in accordance with the terms,
conditions and covenants of this Lease, including the Permitted Use; (c) that if
the Minimum Rent or any additional rent or charges required to be paid by any
such proposed assignee or sublessee exceeds the Minimum Rent and/or items of
additional rent reserved hereunder, then Lessee shall pay to Lessor monthly the
entire amount of such excess, which shall be deemed additional rent; (d) Lessee
and its proposed assignee or sublessee shall execute, acknowledge and deliver to
Lessor a fully executed counterpart of a written assignment of lease or
sublease, as the case may be, duly consented to by any Surety of this Lease by
the terms of which: (i) in case of an assignment, Lessee will assign to such
proposed assignee Lessee's entire interest in this Lease, together with all
prepaid rents hereunder, and the proposed assignee will accept said assignment
and assume and agree to perform, directly for the benefit of Lessor, all of the
terms, conditions and covenants of this Lease on Lessee's part to be performed
hereunder; or (ii) in case of a subletting, the sublease will in all respects be
subject and subordinate to all of the terms, conditions and covenants of this
Lease and the proposed sublessee thereunder will agree to be bound by and to
perform all of the terms, conditions and covenants of this Lease and the
proposed sublessee thereunder will agree to be bound by and to perform all of
the terms, conditions and covenants of this Lease on Lessee's part to be
performed hereunder, except the payment of Minimum Rent and all items of
additional rent reserved hereunder, which Lessee shall continue to pay to
Lessor; (e) notwithstanding any such assignment or subletting under the term of
this Article, both Lessee and any Surety or Guarantor of this Lease will
acknowledge that, notwithstanding such assignment or sublease and the consent of
Lessor thereto, both Lessee and any Surety or Guarantor of this Lease will not
be released or discharged from any liability whatsoever under this Lease and
will continue liable thereon with the same force and effect as though no
assignment or sublease had been made; and (f) Lessee shall pay to Lessor,
Lessor's administrative costs, overhead and attorneys fees in connection with
such assignment or subletting. The acceptance of rent from any other person
shall not be deemed to be a waiver of any of the provisions of this Lease or to
be a consent to the assignment of this Lease or the subletting of the Demised
Premises.

     2. If at any time during the term of this Lease, any part or all of its
 outstanding voting stock, if Lessee is a corporation, or any interest in the
 partnership, if Lessee is a partnership, shall be transferred by sale,
 assignment, bequest, inheritance, operation of law, or other disposition so as
 to result in a change in the present effective voting control of Lessee by the
 person or persons owning a majority of said outstanding voting stock or
 majority interest in the partnership, as the cause maybe on the date of this
 Lease, then such event shall constitute an assignment for the purpose of this
 Lease. In the event there is a Surety or Guarantor of this Lease, then if
 anytime during the term of this Lease (a) any part or all of such Surety or
 Guarantor's outstanding voting stock, if such Surety or Guarantor is a
 corporation, or any interest in the partnership, if such Surety or Guarantor is
 a partnership, shall be transferred by sale, assignment, bequest, inheritance,
 operation of law or other disposition so as to result in a change in the
 present effective voting control of such Surety or Guarantor by the person or
 persons owning a majority of said outstanding stock or majority interest in the
 partnership, as the case maybe, on the date of this Lease, or (b) such Surety
 or Guarantor is dissolved, Lessee shall so notify Lessor. Such notice shall be
 effective in accordance with this Article XVIII, Paragraph 2 only if said
 notice shall include or state all of the following: (a) that said notice is
 given

                                       18
<PAGE>

pursuant to Article XVIII, Paragraph 2 of this Lease; (b) the occurrences giving
rise to such notice, stated with particularity as to the effective dates,
parties involved or affected and the shares or interests affected; (c) in the
event of a transfer of shares or a partner's interest, a recent financial
statement (certified by an independent Certified Public Accountant) of the
transferee or transferees, and (d) that Lessor shall have thirty (30) days from
receipt of such notice to terminate this Lease as described in this Article
XVIII, Paragraph 2. Lessor shall have the right, at its option, to terminate
this Lease by notice to Lessee given within thirty (30) days after Lessor's
receipt of such notice from Lessee. In the event Lessor receives other notice of
such transfer or of the dissolution of such Surety or Guarantor, then Lessor
shall have the right, at its option, within ninety (90) days after receipt of
such other notice, to terminate this Lease or to declare an Event of Default
under Article XX of this Lease. The foregoing provisions shall not apply to any
corporation if, and so long as, all the outstanding voting stock is listed on a
National Securities Exchange as defined in the Securities Exchange Act of 1934,
as amended. For the purposes of this Paragraph 2, stock ownership shall be
determined in accordance with the principles set forth in Section 544 of the
Internal Revenue Code of 1954, as the same existed on August 16, 1954, and the
term "voting stock" shall refer to the shares of stock regularly entitled to
vote for the election of directors of the corporation.

                                   ARTICLE XIX

                                 EMINENT DOMAIN

     1. In the event the Demised Premises or any part thereof shall be
permanently taken or condemned or transferred by agreement in lieu of
condemnation for any public or quasi-public use or purpose by any competent
authority, whether or not this Lease shall be terminated, the entire
compensation award therefore, both leasehold and reversion, shall belong to
Lessor without any deduction therefrom for any present or future estate of
Lessee and Lessee hereby assigns to Lessor all its right, title and interest to
any such award. Lessee shall execute all documents required to evidence such
result. Lessee shall, however, be entitled to claim, prove and receive in such
condemnation proceedings such award as may be allowed for trade fixtures and
other equipment installed by it, but only if or to the extent such award shall
be in addition to the award for the land and the building and other improvements
(or portions thereof) containing the Demised Premises and only if or to the
extent such award does not diminish any award to Lessor.

     2. If the entire Demised Premises shall be taken, condemned or transferred
as aforesaid, then this Lease shall terminate and shall become null and void
from the time possession thereof is required for public use, and from that date,
the parties hereto shall be released from further obligation thereunder, but in
the event a portion only of the Demised Premises itself shall be so taken,
condemned or transferred, then Lessor may elect to terminate this Lease or, at
its own expense, repair and restore the portion not affected by the taking, and
thereafter the Minimum Rent to be paid by Lessee shall be equitably and
proportionately adjusted.

     3. In the event a portion of the Shopping Center-shall be taken, condemned
or transferred as aforesaid and as a result thereof Lessor, in its sole
discretion, elects to discontinue the operation of the Shopping Center, Lessor
may cancel this Lease by giving Lessee notice of its election and this Lease
shall terminate and shall become null and void ninety (90) days after said
notice and the provisions with respect to the awards shall be as set forth in
Paragraph 1 of this Article.

                                       19
<PAGE>

                                   ARTICLE XX

                                DEFAULT BY LESSEE

     1 (a) In the event of any failure of Lessee to pay any rent or other sums
when due hereunder, or if this Lease or any portion of Lessee's interest
hereunder be assigned or the Demised Premises or any portion thereof be sublet,
either voluntarily or by operation of law, except as herein provided, or if
Lessee shall be in breach of its obligation included under Article VII,
paragraph 1 of this Lease, or if Lessee shall be in breach of its obligations
included under Article VIII, Paragraph 3 or if Lessee defaults in performing any
of the other terms, conditions or covenants of this Lease to be observed or
performed by Lessee for more than three (3) days after notice of such default
has been given to Lessee, or if Lessee or an agent of Lessee shall falsify any
report required to be furnished to Lessor pursuant to the terms of this Lease,
or suffer this Lease to be taken under any writ of execution, then, and in any
one or more of such events (herein "Event OF DEFAULT"), Lessor shall have the
immediate right to reenter the Demised Premises, either by summary proceedings,
by force or otherwise, and to dispossess Lessee and all other occupants
therefrom and remove and dispose of all property therein or at Lessor's
election, to store such property in a public warehouse or elsewhere at the cost
of, and for the account of Lessee, all without service of any notice of
intention to reenter and with or without resort to legal process (which Lessee
hereby expressly waives) and without Lessor being deemed guilty of trespass or
becoming liable for any loss or damage which may be occasioned thereby. Upon the
occurrence of any such Event of Default, Lessor shall also have the right, at
its option, in addition to and not in limitation of any other right or remedy,
to terminate this Lease by giving Lessee three (3) days notice of cancellation
and upon the expiration of said three (3) days, this Lease and the term hereof
shall end and expire as fully and completely as if the date of expiration of
such three (3) day period were the date herein definitely fixed for the end and
expiration of this Lease and the term hereof and thereupon, unless Lessor shall
have theretofore elected to reenter the Demised Premises, Lessor shall have the
immediate right of reentry, in the manner aforesaid, and Lessee and all other
occupants shall quit and surrender the Demised Premises to Lessor, but Lessee
shall remain liable as hereinafter provided; provided, however, that if Lessee
shall default (i) in the timely payment of any Minimum Rent or any item of
additional rent payable hereunder or in the timely reporting of Adjusted Gross
Sales as required by Article III hereof and any such default shall continue or
be repeated for two (2) consecutive months, or for a total of four (4) months in
any period of twelve (12) months, or (ii) in the performance of any other
covenants of this Lease more than six (6) times, in the aggregate, in any period
of twelve (12) months then, notwithstanding that such defaults shall have been
cured within the period after notice as above provided, any further similar
default shall be deemed to be deliberate and Lessor thereafter may serve said
three (3) day notice of cancellation without affording to Lessee an opportunity
to cure such further default.

       (b) If by reason of the occurrence of any such Event of Default,
the term of this Lease shall end before the date therefore originally fixed
herein, or Lessor shall reenter the Demised Premises, or Lessee shall be
ejected, dispossessed, or removed therefrom by summary proceedings or in any
other manner, Lessor at any time thereafter may relet the Demised Premises, or
any part or parts thereof, either in the name of Lessor or as agent for Lessee,
for a term or terms which, at Lessor's option, may be less than or exceed the
period of the remainder of the Term hereof or which otherwise would have
constituted the balance of the Term and grant concessions or free rent. Lessor
shall receive the rents from such reletting and shall apply the same, first, to
the payment of any indebtedness other than Minimum Rent or any item of
additional rent due hereunder from Lesee to Lessor: second, to the payment of
such expenses as Lessor may have incurred, in redecorating, subdividing, or
otherwise preparing the Demised Premises for reletting, including brokerage and
attorney fees: and the residue if any, Lessor shall apply to the fullfillment
of the terms, conditions and covenants of Lessee hereunder and Lessee hereby

                                       20
<PAGE>

waives all claims to the surplus, if any. Lessee shall be liable for and shall
pay Lessor any deficiency between the Minimum Rent and all items of additional
rent reserved herein and the net avails as aforesaid, of reletting, if any, for
each month of the period which otherwise would have constituted the balance of
the Term. Lessee shall pay such deficiency on an accelerated basis as provided
under subsection (d) below or, at Lessor's sole option, in monthly installments
on the rent days specified in this Lease, and any suit or proceeding brought to
collect the deficiency for any month, either during the Term or after any
termination thereof, shall not prejudice or preclude in any way the rights of
Lessor to collect the deficiency for any subsequent month by a similar suit or
proceeding. Lessor shall in no event be liable in any way whatsoever for the
failure to relet the Demised Premises or, in the event of such reletting, for
failure to collect the rents reserved thereunder. Lessor is hereby authorized
and empowered to make such repairs, alterations, decorations, subdivisions or
other preparations for the reletting of the Demised Premises as Lessor shall
deem fit, advisable and necessary, without in any way releasing Lessee from any
liability hereunder, as aforesaid. Lessor shall have a valid and subsisting lien
for the payment of all rentals, charges and other sums to be paid by Lessee and
reserved hereunder (including all costs and expenses incurred by Lessor in
recovering possession of the Demised Premises and the reletting thereof as
provided under this Article XX, Paragraph 1 which shall be deemed to be
additional rent) upon Lessee's goods, wares, equipment, signs, fixtures,
furniture and other personal property situated in the Demised Premises, and such
property shall not be removed therefrom without the consent of Lessor until the
arrearages in Minimum Rent and all items of additional rent then due to Lessor
hereunder shall have first been paid and discharged. Upon the occurrence of an
Event of Default by Lessee, Lessor may, in addition to any other remedies
provided herein or by law, enter upon the Demised Premises and take possession
of any and all goods, wares, equipment, signs, fixtures, furniture and other
personal property of Lessee situated in the Demised 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
Lessor or its assigns may purchase, and apply the proceeds thereof less any and
all expenses connected with the taking of possession and the sale of the
property, as a credit against any sums due from Lessee to Lessor. Any surplus
shall be paid to Lessee, and Lessee shall pay any deficiency forthwith, after
demand. Lessor, at its option may foreclose said lien in the manner provided by
law. The lien, herein granted to Lessor shall be in addition to any Lessor's
lien that may now or at any time hereafter be provided by law.

       (c) No such reentry or taking possession of the Demised Premises by
Lessor shall be construed as an election on its part to terminate this Lease
unless notice of such intention be given to Lessee or unless the termination
thereof shall result as a matter of law or be decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without termination, Lessor may
at any time thereafter elect to terminate this Lease for such previous breach.

       (d) In the event this Lease is terminated pursuant to the provisions of
this Article XX, Paragraph 1, or terminates pursuant to the provisions of
Article XX, Paragraph 1, or terminates pursuant to the provisions of Article XX,
Paragraph 2 hereof, Lessor may recover from Lessee all damages it may sustain
reason of Lessee's default, including the cost of recovering the Demised
Premises and attorney's fees, and, upon so electing and in lieu of the damages
that may be recoverable under subsection (b) above, Lessor shall be entitled to
recover from Lessee, as and for Lessor's damages, an amount equal to the
difference between the Minimum Rent plus all items of additional rents reserved
hereunder for the period which otherwise would have constituted the balance of
term of this lease and the then present rental value of the Demises Premises for
such period, both discounted in accordance with accepted financial practice to
the then present worth, at the average rate established and announced for United
State Treasury Bills, with a maturity of thirteen (13), weeks at the four (4)
weekly auctions held immediately prior to the date of such termination [the four
(4) week average bill rate], all of which shall immediately be due and payable
to Lessee to Lessor. In determining the rental value of the Demised Premises,
the rental realized by any reletting, if such reletting be

                                       21
<PAGE>

accomplished by Lessor within a reasonable time after the termination of this
Lease, shall be deemed prima facie to be the rental value, but if Lessor shall
not undertake to relet or having undertaken to relet, has not accomplished
reletting, then it will be conclusively presumed that the Minimum Rent and all
items of additional rent reserved under this Lease represent the rental value of
the Demised Premises for the purposes hereof (in which event Lessor may recover
from Lessee, the full total of all Minimum Rent and all items of additional rent
due hereunder, discounted to present value as hereinbefore provided). Lessor
shall be obliged, however, to account to Lessee for the Minimum Rent and
additional rents received from persons using or occupying the Demised Premises
during the period representing that which would have constituted the balance of
the term of this Lease, but only at the end of said period, and only if Lessee
shall have paid to Lessor its damages as provided herein, and only to the extent
of sums recovered from Lessee as Lessor's damage, Lessee waiving any claim to
any surplus. Nothing herein contained, however, shall limit or prejudice the
right of Lessor to prove and obtain as damages by reason of such termination, an
amount equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which, such damages are to be
proved, whether or not such amount be greater, equal to, or less than the
amounts referred to in subsection (b) or in this subsection (d) of this Article
XX.

       (e) The parties hereby waive trial by jury in any action, proceeding or
counterclaim brought by either party against the other on any matter whatsoever
arising out of, or in any way connected with, this Lease, the relationship of
Lessor and Lessee created hereby, Lessee's use or occupancy of the Demised
Premises, and/or any claim for injury or damage. In the event Lessor commences
any action or proceeding for nonpayment of Minimum Rent or any items of
additional rent due hereunder, Lessee shall not interpose any counterclaim of
any nature or description in any such action or proceeding. The foregoing,
however, shall not be construed as a waiver of Lessee's right to assert such
claim in a separate action or proceeding instituted by Lessee.

       (f) Lessee hereby expressly waives any and all rights of redemption
granted by or under any present or future laws, in the event Lessee
shall be evicted or dispossessed from the Demised Premises for any cause, or
Lessor reenters the Demised Premises following the occurrence of any Event of
Default hereunder, or its Lease is terminated before the expiration date thereof
originally fixed herein.

       (g)- No waiver of any covenant or condition or of the breach of any
covenant or condition of this Lease shall be taken to constitute a waiver
of any subsequent breach of such covenant or condition nor to justify or
authorize the nonobservance on any other occasion of the same or of any other
covenant or condition hereof, nor shall the acceptance of Minimum Rent or any
item of additional rent by Lessor at any time when Lessee is in default under
any covenant or condition hereof, be construed as a waiver of such default or of
Lessor's right to terminate this Lease on account of such default, nor shall any
waiver or indulgence granted by Lessor to Lessee be taken as an estoppel against
Lessor, it being expressly understood that if at any time Lessee shall be in
default in any of its covenants or conditions hereunder, an acceptance by Lessor
of Minimum Rent or any item of additional rent during the continuance of such
default or the failure on the part of Lessor promptly to avail itself of such
other rights or remedies as Lessor may have, shall not be construed as a waiver
of such default, but Lessor may at any time thereafter, if such default
continues, terminate this Lease on account of such default in the manner herein
provided. No covenant, condition or term of this Lease shall be deemed to have
been waived by Lessor, unless such be waiver in writing by Lessor.

       (h) In the event of any breach or threatened breach by Lessee of
any of the terms and provisions of this Lease, Lessor shall have the right to
injunctive relief as if no other remedies were provided herein for such breach.

       (i) The rights and remedies herein reserved by, or granted to,
Lessor are distinct, separate and cumulative, and the exercise of any one of
them shall not be deemed to preclude, waive or prejudice Lessor's right to
exercise any or all others.

                                       22
<PAGE>

       (j) Lessee hereby expressly waives any right to assert a defense
based on merger and agrees that neither the commencement of any action or
proceeding, nor the settlement thereof, nor the entry of judgment therein, shall
bar Lessor from bringing any subsequent actions or proceedings from time to
time.

       (k) If an Event of Default shall occur hereunder prior to the date
fixed as the commencement of any renewal or extension of this Lease, whether by
a renewal option herein contained or by a separate agreement, Lessor may cancel
such option or agreement for renewal or extension of this Lease, upon two (2)
days notice to Lessee.

       (l) Wherever in this Lease Lessor has reserved or is granted the
right of "reentry" into the Demised Premises, the use of such word is not
intended, nor shall it be construed, to be limited to its technical legal
meaning.

       (m) In the event that Lessor should bring suit for the possession
of the Demised Premises, for the recovery of any sum due under this Lease, or
because of the breach of any covenant of this Lease, or for any other relief
against Lessee, declaratory or otherwise, or should Lessee bring any suit for
any relief against Lessor, declaratory or otherwise, arising out of this Lease,
and should Lessor prevail in any such suit, or should such suit be settled in
favor of Lessor, Lessee shall pay Lessor all costs, expenses and reasonable
attorney's fees, including appellate fees, that Lessor may have incurred in
connection therewith, which shall be deemed to have accrued on the commencement
of such suit and shall be enforceable whether or not such suit is prosecuted to
judgment.

       (n) Lessee waives and releases any claim arising out of or related
to the payment of Percentage Rent by any successor tenant in the Demised
Premises, to whom Lessor may relet the Demised Premises, but nothing contained
herein shall obligate Lessor to relet in the event Lessee shall default
-hereunder.

       (o) Any action, suit or proceeding relating to, arising out of or
in connection with the terms, conditions and covenants of this Lease may be
brought by Lessor against Lessee in the County or Circuit Court of the 11th
Judicial Circuit in and for Miami-Dade County, Florida. Lessee hereby waives any
objection to jurisdiction or venue in any proceeding before said Court.

     2. If at any time after the execution of this Lease, Lessee or any Surety
or Guarantor of this Lease shall commence, in any court pursuant to any statute
either of the United States or of any state, an insolvency or bankruptcy
proceeding (including, without limitation, a proceeding for liquidation,
reorganization or for adjustment of debts of any individual with regular
income), or if such a proceeding is commenced against Lessee or any Surety or
Guarantor of this Lease and either an order for relief is entered against such
party or such party fails to secure a discharge of the proceeding with thirty
(30) days of the filing thereof, or if Lessee or any Surety or Guarantor of this
Lease becomes insolvent or is unable or admits in writing its inability to pay
its debts as they become due, or makes an assignment for the benefit of
creditors or petitions for or enters into an arrangement with its creditors or a
custodian or receiver is appointed or takes possession of Lessee's or any such
Surety's or Guarantor's property, whether or not a judicial proceeding is
instituted in connection with such arrangement or in connection with the
appointment of such custodian or receiver (each of the foregoing events are
hereinafter referred to as an ("ACT OF BANKRUPTCY"), then Lessor, besides other
rights or remedies it may have, shall have the immediate right to terminate this
Lease or reenter without terminating this Lease and to dispose Lessee and all
other occupants therefrom and remove and dispose of all property therein or, at
Lessor's election, to store such property in a public warehouse at the cost of,
and for the account of, Lessee all without service of any notice of intention to
reenter and with or without resort to legal process (which Lessee hereby
expressly waives) and without being deemed guilty or trespass or becoming liable
for any loss or damage which may be occasioned thereby, and Lessor may retain as
partial damages, and not as a penalty, any prepaid rents and any Security
Deposits and Lessor shall also be entitled to exercise such rights and remedies
to recover from Lessee as

                                       23
<PAGE>

damages such amounts as are specified in Article XX, Paragraph 1 hereof, unless
any statute or rule of law governing the proceedings in which such damages are
to be proved shall lawfully limit the amount of such claims capable of being so
proved, in which case Lessor shall be entitled to recover, as and for liquidated
damages, the maximum amount which may be allowed under any such statute or rule
of law. Lessee acknowledges that the continued operation of business in the
Demised Premises in the manner and upon the terms set forth in this Lease are of
a special importance to the commercial viability of the Shopping Center.
Therefore, in the event this Lease is not cancelled and terminated as set forth
in this Paragraph 2, then Lessee, and the trustee in bankruptcy or other
representative of Lessee, or, in the event of an assignment, Lessee's assignee
shall, prior to the assumption of this Lease by such representative or trustee
or assignee, comply with all of the provisions of Article XVIII hereof and, in
addition, provide adequate assurance to Lessor.- (a) of the source of rent and
other consideration payable under this Lease; (b) that any Percentage Rate
payable under this Lease shall not decline substantially after the date of such
assumption or assignment, as the case may be; (c) that assumption or assignment
of this Lease will not breach substantially any provision in any other lease,
financing agreement, or master agreement relating to the Shopping Center; (d) of
the continued use of the Demised Premises in accordance with the Permitted Use
only, Lessee hereby acknowledging that only in the operating of such business
for the Permitted Use may Lessor be adequately assured that assumption or
assignment of this Lease will not disrupt substantially the tenant mix or
balance in the Shopping Center; (e) that the quality of goods to be sold in the
Demised Premises will not decline; (f) that the operation of the business in the
Demised Premises shall continue to be of the high standard compatible with
Lessor's other tenants in the Shopping Center; (g) that Lessee's suppliers of
merchandise or goods for sale in the Demised Premises are willing to continue to
furnish such merchandise and goods as are of the same quality and caliber as
theretofore sold in the Demised Premises; (h) of the source of funds necessary
to pay for Lessee's merchandise and goods to be sold in the Demised Premises,
all on a current basis; (i) of the continuous operation of business in the
Demised Premises in strict accordance with the requirements of Article VII,
Paragraph 1, subsection (d) hereof; 0) that the design and furnishings of the
Demised Premises shall continue to be acceptable to Lessor in accordance with
the terms hereof; and (k) of such other matters as Lessor may reasonably require
at the time of such assumption or assignment. The furnishing of assurances in
accordance with the foregoing, or as may be directed by a court of competent
jurisdiction, shall not be deemed to waive any of the covenants or obligations
of Lessee set forth in this Lease. In the event that any person assuming this
Lease, or taking the same by assignment, shall desire to make alterations to the
Demised Premises, Lessor may further require adequate assurance, by lien and
completion bond, cash deposit or such other means as Lessor may approve, of the
source of payment for the estimated cost of any work to be performed in
connection therewith, and that Lessor may require the delivery prior to the
commencement thereof of waivers of lien from all contractors or subcontractors
engaged to perform such alterations. Notwithstanding the foregoing, such
alterations shall be subject in all respects to the rights and obligations of
Lessor or Lessee relating to such alterations, including, without limitation,
those set forth in Article IX hereof.

                                   ARTICLE XXI

                                DEFAULT BY LESSOR

     1. Lessor shall in no event be charged with default in the performance of
any of its obligations hereunder unless and until Lessor shall have failed to
perform such obligations within thirty (30) days (or within such additional time
as is reasonably required to correct any such default) after notice to Lessor by
Lessee properly specifying wherein Lessor has failed to perform any such
obligations.

     2. If the holder of record of any mortgage(s) covering the Shopping Center
shall have given prior notice to Lessee that it is the holder thereof and such
notice includes the

                                       24
<PAGE>

address at which notices to such mortgagee(s) are to be sent, then Lessee shall
give to said holder simultaneously within any notice given to Lessor to correct
any default of Lessor as hereinabove provided. The holder of record of such
mortgage(s) shall have the right, but not the obligation, within thirty (30)
days after receipt of said notice, to correct or remedy such default before
Lessee may take any action under this Lease by reason of such default. Any
notice of default given Lessor shall be null and void unless simultaneous notice
has been given to said mortgagee(s).

                                  ARTICLE XXII

               ESTOPPEL CERTIFICATE, ATTORNMENT AND SUBORDINATION

     1. Within ten (10) days after the request by Lessor, Lessee shall deliver
to Lessor a written and acknowledged statement in favor of Lessor or any
prospective purchaser or mortgagee of the Shopping Center or any other part
thereof certifying (a) that Lessee is the tenant under this Lease; (b) that
Lessor has completed construction of the Demised Premises (or if Lessor has not
completed construction of the Demised Premises, then stating the construction
items to be completed by Lessor); (c) that all contributions, if any, required
by Lessor for improvements to the Demised Premises have been paid in full to
Lessee (or if such contributions, if any, have not been paid in full to Lessee,
then stating the amount of contribution remaining to be paid to Lessee); (d)
that Lessee has accepted possession of and now occupies the Demised Premises;
(e) the Commencement Date and the date on which the Term of this Lease expires;
(f) that no default exists under this Lease (or if defaults exist, then
specifically stating such defaults); (g) that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as modified and stating the modifications); (h) that
Lessee's interest under this Lease has not been assigned or encumbered, and the
Demised Premises have not been sublet (or if there have been assignments or
encumbrances or the Demised Premises have been sublet, then stating such
assignments, encumbrances or subleases and providing copies of all documents
relevant thereto)- (i) the amount of Minimum Rent and all items of additional
rent payable under this Lease and the dates to which the Minimum Rent and all
items of additional rent payable under this Lease have been paid; j) that Lessee
is not entitled to any credit, offset or deduction against any Minimum Rent and
any item of additional rent due under this Lease (or if Lessee is entitled to a
credit, offset or deduction, then stating the amount of such credit, offset or
deduction); (k) that Lessee does not have any options or rights to renew or
cancel this Lease (or if Lessee shall have options or rights to renew or cancel
this Lease, then stating such options or rights); (1) that there are no actions,
whether voluntary or otherwise, pending against Lessee under the bankruptcy or
insolvency laws of the United States or any state thereof (or if there are
actions pending against Lessee under bankruptcy or insolvency laws of the United
State or any state thereof, then stating such actions); and (m) such other
matters or information as Lessor may reasonably require, it being intended that
any such statement delivered pursuant to this Article may be relied upon by
Lessor or any prospective purchaser or mortgagee of Lessor's Parcel or any part
thereof.

     2. Upon request of Lessor, Lessee 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 Lessor covering the Demised Premises, attorney to the
purchaser upon any such foreclosure or sale and recognize such purchaser as
Lessor under this Lease.

     3. Upon request of Lessor, Lessee shall, in writing, subordinate its rights
hereunder to any ground leases or to the lien of any mortgage or mortgages, or
the lien resulting from any other method or financing or refinancing, now or
hereafter in force against the Shopping Center, or any portion thereof of which
the Demised Premises are a part, or against any building hereafter placed upon
the Shopping Center by which the Demised Premises are a part, and to all
advances made or hereinafter to be made upon the security thereof.

                                       25
<PAGE>

     4. Lessee, upon request of any party in interest, shall execute promptly
such instruments or certificates to carry out the intent of Paragraphs 1, 2 and
3 above. Lessee hereby irrevocably appoints Lessor as attorney-in-fact for
Lessee with full power and authority to execute and deliver in the name of
Lessee any such instruments or certificates.

     5. This Lease shall not be recorded without the prior consent of Lessor and
if Lessee records this Lease without Lessor's consent, then Lessee shall be
deemed in default of this Lease. Upon the request of Lessor, Lessee shall
execute a short form of this Lease which may be recorded in Lessor's sole
discretion.

                                  ARTICLE XXIII

                                  HOLDING OVER

     If Lessee or any party claiming under Lessee shall remain in possession of
all or any part of the Demised Premises after the expiration of the term of this
Lease, no tenancy or interest in the Demised Premises shall result therefrom but
such holding over shall be an unlawful detainer and all such parties shall be
subject to immediate eviction and removal, and Lessee shall pay upon demand to
Lessor during any period which Lessee shall hold the Demised Premises after the
term has expired, as rent for said period, a sum equal to all Percentage Rent
and all items of additional rent provided for in this Lease plus an amount
computed at the rate of double the Minimum Rent for such period.

                                  ARTICLE XXIV

                                 QUIET ENJOYMENT

     Lessor agrees that if Lessee pays the Minimum Rent, Percentage Rent and all
items of additional rent herein provided and shall perform all of the covenants
and agreements herein stipulated to be performed on Lessee's part, Lessee shall,
at all times during said term, have the peaceable and quiet enjoyment and
possession of the Demised Premises without any manner of hindrance from Lessor
or any persons lawfully claiming through Lessor, except as to such portion of
the Demised Premises as shall be taken under the power of eminent domain.

                                   ARTICLE XXV

                     SECURITY AGREEMENT AND SECURITY DEPOSIT

     1. For valuable consideration and as security for the payment of Minimum
Rent and all items of additional rent becoming due hereunder, Lessee hereby
grants to Lessor a first security interest and lien in the following described
collateral.- (a) all inventory in the Demised Premises at any time during the
term of this Lease; (b) all equipment and other personalty placed in the Demised
Premises at any time during the term of this Lease; and (c) all of the proceeds
of said inventory, equipment and personalty. Upon the request of Lessor, Lessee
shall promptly execute and deliver to Lessor such Uniform Commercial Code
financing statements as may be required to further perfect such security
interest.

     2. Upon the happening of any of the following events or conditions, namely:
(a) default in the payment of Minimum Rent or any item of additional rent or
performance of any of the obligations or of any covenant or liability referred
to under this Lease and/or (b) making of any levy, seizure or attachment of the
collateral: and/or (c) death, dissolution, termination of existence, insolvency,
business failure, appointment of a receiver, assignment for the benefit of
creditors by, or the commencement of any proceeding under any bankruptcy or
insolvency laws against Lessee or any Surety or

                                       26
<PAGE>

Guarantor of this Lease: thereupon, or any time thereafter (such default not
having previously been cured), Lessor shall then have all the remedies of a
secured party under the laws of the State in which the Demised Premises are
located, including, without limitation, thereto, the right to take possession of
the collateral and for that purpose Lessor may enter upon the Demised Premises
to protect the collateral and to realize upon by sale at retail or in bulk,
and/or at Lessor's option, remove the same therefrom for the purposes aforesaid.
Lessor shall give Lessee at least ten (10) days prior notice of any public sale
thereof or of the date after which any private sale or any other intended
disposition is to be made, and at any such sale Lessor may purchase the
collateral.

     3. The aforesaid security agreement and the first security interest on the
collateral shall be terminated and released when all of the Minimum Rent and all
items of additional rent becoming due during the term of this Lease have been
paid in full and Lessee has delivered the Demised Premises to Lessor in
accordance with this Lease.

     4. Lessee shall deliver to Lessor the total sum of Fifteen Thousand One
Hundred Eighty-Seven 50/100 ($15,187.50) Dollars upon execution of this Lease
hereinafter referred to as "SECURITY DEPOSIT", to be held by Lessor as security
for the full and faithful performance by Lessee of each and every term,
condition and covenant of this Lease on the part of Lessee to be observed and
performed, it being expressly understood that such Security Deposit is not an
advance payment of rental or a measure of Lessor's damages in the case of
default by Lessee. Lessor will not be required to account for the use of such
Security Deposit, to keep such Security Deposit sequestered or to pay interest
on such Security Deposit. Such Security Deposit shall not be mortgaged,
assigned, transferred or encumbered by Lessee without the consent of Lessor and
any such act on the part of Lessee shall be without force and effect and shall
not be binding upon Lessor. If any of the Minimum Rent or any item of additional
rent payable by Lessee to Lessor shall be overdue and unpaid or should Lessor
make p6yments on behalf of Lessee, or should Lessee fail to perform any of the
terms of this Lease, then Lessor may, at its option, and without prejudice to
any other remedy which Lessor may have on account thereof, appropriate and apply
said entire Security Deposit or so much thereof as may be necessary to
compensate Lessor toward the payment of Minimum Rent or any item of additional
rent due from Lessee or towards any loss, damage or expense sustained by Lessor
resulting from such default on the part of Lessee; and in such event Lessee
shall forthwith upon demand restore said Security Deposit to the original sum
deposited. In the event Lessee shall fully and faithfully comply with all of the
terms, covenants and conditions of this Lease and promptly pay all of the
Minimum Rent and all items of additional rent as they fall due to Lessor, any
remaining balance of such Security Deposit shall be returned by Lessor to Lessee
following the date of the expiration or termination of this Lease and the
surrender of the Demised Premises by Lessee in compliance with the provisions of
this Lease. In the event any bankruptcy, insolvency, reorganization or other
creditor debtor proceedings shall be instituted by or against Lessee, or its
successors or assigns, or any Surety or Guarantor of this Lease, such Security
Deposit shall be deemed to be applied first to the payment of any Minimum Rent
and any item of additional rent due Lessor for all periods prior to the
institution of such proceedings and the balance, if any, of such Security
Deposit may be retained by Lessor in partial liquidation of Lessor's damages.
Lessor may deliver the Security Deposit by Lessee hereunder to the purchaser of
Lessor's interest in the Demised Premises in the event that such interest be
sold or transferred and, thereupon, Lessor shall be discharged and released from
all further liability with respect to such Security Deposit or the return
thereof to Lessee, and Lessee shall look solely to the new lessor for the return
of said Security Deposit, and this provision shall also apply to any subsequent
transferees. No holder of a mortgage or deed or trust or lessor under a ground
or underlying a lease to which this Lease is or may be subordinate shall be
responsible in connection with the Security Deposit hereunder, unless such
mortgagee or holder of such deed or trust or lessor or shall have actually
received the Security Deposit hereunder.

                                       27
<PAGE>

                                  ARTICLE XXVI

                                  REIMBURSEMENT

     All terms, covenants and conditions herein contained, to be performed by
Lessee, shall be performed at its sole cost and expense and if Lessor shall pay
any sum of money or do any act which requires the payment of money, by reason of
the failure, neglect or refusal of Lessee to perform such term, covenant or
condition, the sum of money so paid by Lessor shall be deemed additional rent
and shall be payable by Lessee to Lessor with the next succeeding installment of
rent together, with interest thereon from the respective dates of Lessors making
of the payment at the lesser of (a) the interest rate announced publicly by
Citibank N.A. in New York, New York, from time to time as its prime rate plus
two percent (2%) or (b) the maximum rate permitted by law. All sums payable by
Lessee to Lessor under this Lease shall be paid in legal tender of the United
States of America without any prior demand or notice therefore and without any
deduction or setoff whatsoever and shall be payable at the place designated for
the delivery of notices to Lessor at the time of payment unless otherwise
designated by Lessor.

                                  ARTICLE XXVII

                    CHANGES AND ADDITIONS TO SHOPPING CENTER

     1. Lessor shall have the exclusive right to use all or any part of the
roof over the Demised Premises and exterior walls (excluding the storefront) of
the Demised Premises for any purpose; to erect in connection with the
construction thereof, temporary scaffolds and other aids to construction on the
exterior of the Demised Premises, provided that access to the Demised Premises
shall not be denied; and to install, maintain, use, repair and replace pipes,
ducts, conduits and wires leading through the Demised Premises and serving other
parts of the Shopping Center in locations which will not materially interfere
with Lessee's use thereof. In addition to the foregoing, Lessor may make any use
it desires of the side and rear walls of the Demised Premises, provided that
there shall be no encroachment upon the interior of the Demised Premises. Lessor
hereby reserves the right at any time to make alterations or additions to, and
to build additional stories on, the building in which the Demised Premises are
contained and to build adjoining the same. Lessor also reserves the right to
construct other buildings or improvements in the Shopping Center from time to
time and to make alterations thereof or additions thereto and to build
additional stories on such building or buildings and to construct deck or
elevated parking facilities in the Shopping Center and to change the methods of
ingress to and egress from the Shopping Center and to incorporate additional
land into Lessor's Parcel and build thereon.

                                 ARTICLE XXVIII

                               TITLES OF ARTICLES

     The titles of the articles throughout this Lease are for convenience and
reference only, and the words contained therein shall in no way be held to
explain, modify, amplify or aid in the interpretation, construction or meaning
of the provisions of this instrument.

                                  ARTICLE XXIX

                                     NOTICES

     Any notice, request, demand, approval, consent or other communication which
Lessor or Lessee maybe required or permitted to give to the other party shall be
in writing and

                                       28
<PAGE>

either personally delivered or forwarded by postage prepaid, certified mail,
return receipt requested, addressed-

     To the Lessor at: 3789 N.E. 163rd Street
                              North Miami Beach, Florida 33160

     To the Lessee at.- 3957 N.E. 163rd Street
                              North Miami Beach, Florida 33160

or to the Demised Premises if such communication is to Lessee, or to such other
address as either party shall have designated by notice to the other.

                                   ARTICLE XXX

                               DEFINITION OF TERMS

         1. "LEASE YEAR" shall mean each twelve (12) month period beginning
         with the Commencement Date of this Lease, and each anniversary thereof.
         "PARTIAL LEASE YEAR" shall mean any period prior to the first Lease
         Year or any period subsequent to the last Lease Year. Lessor, at
         Lessor's option may select from time to time any other fiscal
         twelve-month period and such period shall thereafter be the Lease Year.

         2. "GROSS LEASABLE AREA" shall mean the actual number of square feet of
         floor space of all floors, basements and mezzanines of the Demised
         Premises without deduction or exclusion for any space occupied or used
         by columns, stairs or other interior construction or equipment within
         the exterior faces of exterior walls, except party walls (walls shared
         by separate tenants), in which case the center of the wall in question
         shall be used instead of the exterior face thereof.

         3. "SHOPPING CENTER' shall mean, as the same shall be changed from time
         to time, the land and buildings and other improvements from time to
         time constituting integrated retail shops or other businesses which
         Lessor and others have constructed or intend to construct or cause to
         be constructed on Lessor's Parcel.

         4. "LESSOR'S Parcel" shall mean that portion (or portions) of the land
         in the Shopping Center and the buildings and other improvements
         thereon which at any time in question Lessor owns or which Lessor
         leases as tenant under a sale leaseback or under a ground lease or
         sublease or which Lessor maintains pursuant to Easement and Operating
         Agreements affecting the Shopping Center, it being understood that
         Lessor may not own or control portions of the Shopping Center. Any
         portion of Lessor's Parcel that may be permanently taken or condemned
         or transferred by agreement in lieu of condemnation for any public or
         quasi public use or purpose by any competent authority, upon such
         taking, condemnation or transfer shall be excluded from Lessor's
         Parcel.

         5. COMMON Areas" shall mean all areas, facilities and improvements
         provided from time to time for the general common use or benefit of
         the tenants, and other occupants, their officers, agents, employees,
         invitees and customers, including, without limitation, the mail, all
         parking areas, roadways, pedestrian sidewalks, truckways, access
         roads, driveways, ramps, loading docks, delivery areas, courts,
         arcades, service corridors, malls, concourses, landscaped and vacant
         areas, elevators and escalators and stairs not contained in lease
         areas, retaining walls, package pick-up stations, drinking fountains,
         public restrooms and comfort stations, lounges, first aid station,
         directory equipment, information facilities, public meeting rooms,
         auditorium, maintenance rooms, mall office rooms, lighting facilities,
         bus stops, taxi stands, storm and sanitary sew systems, utility lines,
         and water filtration and treatment facilities, including but not
         limited to disposal plants and lift stations and retention ponds or
         basins, whether located within or outside of the Shopping Center.

                                       29
<PAGE>

         6. "PERSON" shall include "corporation, firm or association as used in
         this indenture of Lease and when required by the context, each number
         (singular or plural) shall include all numbers, and each gender shall
         include all genders; and, unless the context otherwise requires.

         7. "Lessor", so far as covenants or obligations on the part of Lessor
         are concerned, shall be limited to mean and include only the owner (or
         lessee of the ground or underlying lease of which this Lease is a
         sublease) for the time being of Lessor's Parcel. If Lessor's Parcel, or
         the ground or underlying lease, be sold or transferred, the seller (or
         assignor of the ground or underlying lease of which this Lease is a
         sublease) shall be automatically and entirely released of all covenants
         and obligations under this Lease from and after the date of such
         conveyance or transfer, provided the purchaser on such sale (or the
         sublessee or assignee of the ground or underlying lease as aforesaid)
         has assumed and agreed to carry out all covenants and obligations of
         Lessor hereunder, it being intended hereby that the covenants and
         obligations contained in this Lease to be performed on the part of
         Lessor shall be binding upon Lessor, its successors and assigns, only
         during their respective successive period of ownership. Notwithstanding
         anything to the contrary provided in this Lease, it is specifically
         understood and agreed by Lessor and Lessee that there shall be
         absolutely no personal liability on the part of Lessor, or its
         successor, or any partners or corporate shareholders of Lessor, or its
         successors, with respect to any of the terms, conditions and covenants
         of this Lease, and that Lessee shall look solely to the interest of
         Lessor in Lessor's Parcel for the satisfaction of each and every remedy
         of Lessee in the event of any breach by Lessor of any terms, conditions
         and covenants of this Lease to be observed or performed by Lessor.

         8. "Lessee", shall mean each, either and both of the above-named
         Lessees. Said Lessees shall be jointly and severally liable for all of
         the covenants and obligations of the Lessee under this Lease. Lessor
         shall be entitled to rely on notice from either Lessee to bind both
         Lessees. A default of the terms of this Lease by either Lessee shall
         constitute a default by both Lessees. When giving notice to Lessee, a
         single written notice delivered by Lessor to the Lessee's address set
         forth in Article XXIX shall satisfy Lessor's notice obligation.

                                  ARTICLE XXXI

                       INVALIDITY OF PARTICULAR PROVISIONS

     If any term or provision of this Lease or the application thereof to any
person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Lease, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and enforced to the fullest extent permitted by law;
provided, however, in the event Lessee's obligation to pay Percentage Rent or
Lessee's obligation to continuously operate its business in the Demised Premises
is deemed invalid or unenforceable, then Lessor may terminate this Lease by
giving Lessee notice of its election and this Lease shall terminate and become
null and void thirty (30) days after said notice.

                                  ARTICLE XXXII

                               PROVISIONS BINDING

     Accept as herein otherwise expressly provided, the terms and provisions
hereof shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors and permitted assigns, respectively, of
Lessor and Lessee. Each term and each provision of this Lease to be performed by
Lessee shall be construed to be both an independent covenant and a condition.
The reference contained to successors and

                                       30
<PAGE>

assigns of Lessee is not intended to constitute a consent to assignment by
Lessee, but has reference only to those instances in which Lessor may have given
consent to a particular assignment.

                                 ARTICLE XXXIII

                             RELATIONSHIP OF PARTIES

     Nothing contained in this Lease shall be deemed or construed by the parties
hereto or by any third party to create the relationship of principal and agent
or of partnership or of joint venture or of any association whatsoever between
Lessor and Lessee, it being expressly understood and agreed that neither the
computation of rent nor any other provisions contained in this Lease nor any act
or acts of the parties hereto shall be deemed to create any relationship between
Lessor and Lessee other than the relationship of landlord and tenant.

                                  ARTICLE XXXIV

                                    BROKERAGE

     Lessee covenants, warrants and represents to Lessor that there was no
broker instrumental in consummating this Lease and that no conversation or prior
negotiations were had by Lessee with any broker concerning the renting of the
Demised Premises. Lessee shall protect, indemnify, save and hold harmless Lessor
against and from all liabilities, claims, losses, costs, damages and expenses,
including attorney's fees, arising out of, resulting from or in connection with
a breach of the foregoing covenant, warranty and representation.

                                  ARTICLE XXXV

                             WARRANTY AND AUTHORITY

     Lessee hereby represents and warrants that (a) there are no proceedings
pending or so far as Lessee knows threatened before any court or administrative
agency that would materially adversely affect the financial condition of Lessee
or the ability of Lessee to enter into this Lease or the validity or
enforceability of this Lease; (b) there is no provision of any existing
mortgage, indenture, contract or agreement binding on Lessee which would
conflict with or in any way prevent the execution, delivery or performance of
the terms of this Lease; (c) the financial statements of Lessee provided to
Lessor in connection with this Lease are complete and correct and fairly present
the financial condition of Lessee as of the date and for the period referred to
therein and have been prepared in accordance with generally accepted accounting
principles; and (d) there has been no material adverse change in the financial
condition of Lessee since the date of such financial statement and to the
knowledge of Lessee, no such material adverse changes are pending or threatened.
Lessee acknowledges that Lessor is executing this Lease in reliance upon the
foregoing representation and warranty and that such representation and warranty
is a material element of the consideration inducing Lessor to enter into , and
execute this Lease. If this Lease is executed by more than one party (whether
any such party is an individual or a corporation, partnership, limited
partnership, joint venture, sole proprietorship or any other firm, person or
entity), the parties executing this Lease shall be jointly and severally liable
hereunder. If Lessee is a corporation, then the officers of Lessee executing
this Lease on behalf of Lessee represent and warrant that this Lease has been
authorized and approved by the Board of Directors of Lessee at a duly held
meeting of the Board of Directors of Lessee (or pursuant to a valid unanimous
vote of the Board of Directors of Lessee) and copies of applicable resolutions
of such Board of Directors approving this Lease are annexed hereto.

                                       31
<PAGE>

                                  ARTICLE XXXVI

                              RELOCATION OF TENANT

                              INTENTIONALLY DELETED

                                 ARTICLE XXXVII

                                  MISCELLANEOUS

     1. This writing contains the entire agreement, all of the covenants,
stipulations and provisions agreed upon by the parties hereto and no agent,
representative, salesman or officer of either party to this lease has authority
to alter or change the terms and conditions hereof and neither party is or shall
be bound by any statement or representation either oral or written not in
conformity herewith. It is understood and agreed that the leased property
described in this lease has been inspected by the Lessee or the Lessee's duly
authorized agent, that the same is and has been leased by the Lessee as a result
of the inspection and not upon any representations made by the Lessor or its
officers, agents, salesmen, representatives, or any Leasing Agents, and that the
Lessee hereby expressly waives any and all claims for damages or for
cancellation of this lease because of any representation made by any leasing
agent or person whatsoever other than as contained in this Lease, and the Lessor
will not be responsible for or liable on account of any inducements, promises,
representations, or agreement not set forth in this lease.

     2. No modification of this Lease shall be binding unless such modification
shall be in writing and signed by the parties hereto. Lessee hereby further
recognizes and agrees that the submission of this Lease for examination by
Lessee does not constitute an offer or an option to Lease the Demised Premises,
nor is it intended as a reservation of the Demised Premises for the benefit of
Lessee, nor shall this Lease have any force or validity until and unless a copy
of it is returned to Lessee duly executed by Lessor.

     3. Whenever a period of time is herein prescribed for action to be taken by
Lessor, Lessor shall not be liable or responsible for and there shall be
excluded from the computation of any such period of time, any delays due to
strikes, riots, of any such period of time, any delays due to strikes, riots,
acts of God, shortages of labor or materials, war, governmental laws,
regulations or restrictions or any other causes of any kind whatsoever which are
beyond the reasonable control of Lessor.

     4. The laws of the State of Florida shall govern the interpretation,
validity, performance, and enforcement of this Lease. If any provision of this
Lease should be held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions of this Lease shall not be affected
thereby.

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

     6. The parties intend whenever Lessor's consent or approval is expressly or
impliedly required by any provision of this Lease, the consent or approval may
be granted or withheld arbitrarily in Lessor's sole discretion unless otherwise
specifically stated in such provision.

     7. To the extent permitted by law and applicable policies of insurance,
each party hereto hereby waives any right it may have to a jury trail in the
event of litigation between Lessee and Lessor pertaining to this Lease.

                                       32
<PAGE>

     8. (a) This is a Lease of real property in a shopping center within the
meaning of Section 365(b)(3) of the Bankruptcy Code, 11 U.S. C. Section
365(b)(3).

        (b) If Lessee proposes to assign this Lease pursuant to the
provisions of the Bankruptcy Code, 11 U.S. C. Section 101, ET SEQ., (the
"BANKRUPTCY CODE") to any person or entity who shall have made a BONA FIDE offer
to accept an assignment of this Lease on terms acceptable to the Lessee, then
notice of such proposed assignment, setting forth (i) the name and address of
such person; (ii) all of the terms and conditions of such offer; and (iii) the
adequate assurance to be provided Lessor to assure such person's future
performance under the Lease, including, without limitation, the assurance
referred to in Section 365(b)(3) of the Bankruptcy Code, shall be given to the
Lessor by the Lessee no later than twenty (20) days after receipt by the Lessee,
but in any event no later than ten (10) days prior to the date that the Lessee
shall make application to a court of competent jurisdiction for authority and
approval to enter into such assignment and assumption, and Lessor shall
thereupon have the prior right and option, to be exercised by notice to the
Lessee given at any time prior to the effective date of such proposed
assignment, to accept an assignment of this Lease upon the same terms and
conditions and for the same consideration, if any, as the BONA FIDE offer made
by such person, less any brokerage commissions which may be payable out of the
consideration to be paid by such person for the assignment of this Lease.

     Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code, U.S. C. Section 101, ET SEQ., shall be deemed
without further act or deed to have assumed all of the obligations arising under
this Lease on and after the date of such assignment. Any such assignee shall
upon demand execute and deliver to Lessor an instrument confirming such
assumption.

     Notwithstanding anything in this Lease to the contrary, all amounts payable
by Lessee to or on behalf of Lessor under this Lease, whether or not expressly
denominated as rent, shall constitute rent for the purposes of Section 502(b)(6)
of the Bankruptcy Code, 11 U.S.C. Section 502(b)(6).

     9. The Rider to Lease and the Leasing Summary Report attached hereto are
hereby incorporated herein by reference.

     IN TESTIMONY WHEREOF, Lessor and Lessee have caused this Lease to be signed
as of the day and year first above written.

LESSEE                                      LESSOR

TEL-COM WIRELESS CABLE                      INTRACOASTAL PACIFIC LIMITED
TV CORPORATION, a                           PARTNERSHIP, a Florida limited
Florida corporation                         partnership

By: /s/ Mel Rosen                           By: RC Intracoastal, Inc.
   ---------------------------                  an Illinois corporation,
                                                Its managing general partner

Print Name: Mel Rosen                       By: /s/ Michael Schramm
           -------------------                  --------------------------------
Title: President                            Title: Executive Vice President
      ------------------------                    ------------------------------
Date of Execution                           Date of Execution:
By Lessee: 5/1/98                           By Lessor: 5/8/98
          --------------------                        -------------------------

LESSEE

INTERNATIONAL BROADCAST
CONSULTANTS OF AMERICA, INC.,
a Florida corporation

By: /s/ Eric Lefkowitz
   ----------------------------
Print Name: Eric Lefkowitz
           --------------------
Title: President IBC
      -------------------------
Date of Execution:
By Lessee: 4/30
          ---------------------

                                       33
<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

Being a portion of Tract "A" and Lots 1 through 20, Block 19 and also that
vacated street known as N.E. 165th Street extending from N.E. 35th Avenue
Eastward to the Western boundary of Lots 5 and 6; thence Southerly to S.R. 826,
all in Block 19 of EASTERN SHORES 2ND ADDITION according to the Plat thereof,
recorded in Plat Book 65 at Page 43 of the Public Records of Miami-Dade County,
Florida, being more particularly described as follows:

Begin at the Southwest corner of Lot 20 of said Block 19; thence North
00*-53'-14" East along the West line of said Lot 20 for 120.31 feet to the
Northwest corner of said Lot 20, thence North 860-46'-13" East along the North
line of said Block 19 for 1696.36 feet to the Northeast corner of Lot 6 of said
Block 19; thence South 04*-46'-53" East along the Easterly line of said Block 19
for 663.68 feet to a point on the Northerly right-of-way line of S.R. 826, per
O.R. Book 12103, page 1685 of the Public Records of Miami-Dade County, Florida;
the following two (2) courses being along said Northerly right-of-way line; (1)
thence South 830-09'-49" West for 77.17 feet to a point of curvature of a
1952.86 foot radius curve leading to the left; (2) thence Westerly along said
curve through a central angle of 020-49'-34" for an arc of 96.32 feet; the
following two (2) courses being along the Easterly and Northerly lines of the
Warranty Deed granted to Miami Dade Water and Sewer Authority as described in 0.
R. Book 11323, page 1086 of the Public Records of Miami-Dade County, Florida;
(1) thence North 040-50'-25" West for 102.70 feet; (2) thence South 860-46-13"
West for 75.11 feet (75.19 feet Deed); thence North 640-54'-39" West along said
Northerly line of Miami Dade Water and Sewer property and the Northerly line of
the property granted to Florida Power and Light Company as described in O.R.
Book 6829, page 118 of the Public Records of Miami-Dade County, Florida for
57.61 feet (57.66 feet Deed) to the Northeast corner of the corrective Warranty
Deed granted to Florida Power and Light Company as recorded in O.R. Book 270,
page 60 of the Public Records of Miami-Dade County, Florida; the following two
(2) courses being along the Northerly and Westerly boundaries of said Florida
Power and Light property; (1) thence South 85'-09'-35" West for 150.00 feet; (2)
thence South 040-50'-25" East for 150.33 feet (Deed 150.00 feet) to a point on
the Northerly right-of-way line of S.R. #826 per property described in Parcel
104, Case Number 84-15796, Miami-Dade County, Florida, said point lying on a
circular curve leading to the left whose radius point bears South 070-24'-51"
East for 1757.28 feet- thence Westerly along said Northerly right-of-way line
through a central angle of 00'-58'-46" for an arc of 30.04 feet to the Southeast
corner of Parcel 103 of said Case No. 84-15796, the following four (4) courses
being along exterior lines of said Parcel 103; (1) thence North 040-50'-25" West
for 48.89 feet; (2) thence South 790-08'-15" West for 192.97 feet; (3) thence
South 580-36'-07" West for 322.22 feet to a point of curvature of a 50.00 foot
radius curve leading to the left; (4) thence Westerly and Southerly along said
curve through a central angle of 900-00'-00" for an arc of 78.54 feet; thence
South 580-36'-07" West along said Northerly right-of-way line of S.R. 826 as
described in Parcel 104 per said Case 84-15796, said lint also being the
Southeasterly line of said Tract "A" for 312.25 feet to a point of curvature of
a 25.00 foot radius curve leading to the right; thence Westerly and Northerly
along said curve being along the Southerly line of said Tract "A" through a
central angle of 90-00'-00" for an arc of 39.27 feet to a point of tangency:
thence North 31 - 23' - 48" West along the south westerly line of said Tract "A"
and its Northwesterly prolongation thereof, said Westerly line being also the
Easterly right-of-way line of N.E. 35th Avenue for 1066.59' feet to a point of
the center line of said vacated and abandoned N.E. 165th St: thence North 86 -
46' - 13" East along said center line for 35.79 feet: thence North 03-13'-47"
West for 30.00 feet to the POINT OF BEGINNING.

                    LESS AND EXCEPT THE FOLLOWING TWO PARCELS

<PAGE>

PARCEL 1 (BUILDING AREA)

A portion of Lots 5 and 6, Block. 19 of Eastern Shores 2nd Addition according to
the Plat thereof as recorded in Plat Book 65 at Page 43 of the Public Records of
Miami-Dade County, Florida being more particularly described as follows:

Commence at the northwest corner of Lot 20 in said Block 19; thence North 86"
46'13" East along the north line of said Block 19 for 1654.17 feet; thence South
03' 13'47" East for 79.67 feet to the point of beginning; thence South 040
42'23" East for 125.22 feet; thence South 85' 31'04" West for 71.47 feet; thence
North 05' 02,31 " West for 23.96 feet, thence South 85' 25'51 " West for 29.07
feet; thence North 050 02,31 " West for 100.88 feet; thence North 850 16'25"
East for 30.68 feet- thence North 04' 54'54" West for 9.59 feet; thence North 85
0 08'37" East for 19.48 feet; thence South 05 * 09'31 " East for 9.62 feet;
thence North 850 17'21" East for 51.07 feet to the point of beginning.

PARCEL 2 (PARKING AREA)

The East 70.00 feet of Lot 8 and all of Lot 7 and a portion of Lot 6, Block 19
of Eastern Shores 2nd Addition according to the Plat thereof as recorded in Plat
Book 65 at Page 43 of the Public Records of Miami-Dade County, Florida all being
more particularly described as follows-

Commence at the Northwest corner of said Lot 20 in said Block 19; thence North
860 46'13" East, along the North line of said Block 19 for 1231.36 feet to the
point of beginning; thence continue North 86 0 46'13" East along the previously
described course for 318.98 feet; thence South 050 02'31" East for 150.07 feet
to the South line of said Lot 6; thence South 86- ' 46-13" West along the South
line for 152.89 feet to the Southwest corner of said Lot 6; thence North 040
49'24" West along the West line of said Lot 6 for 30.01 feet; thence South 86 0
46'13" West along the Southerly line of said Lots 7 and 8 for 170. 00 feet;
thence North 030 13'47" West along the West line of the East 70.00 feet of said
Lot 8 for 120.00 feet to the point of beginning.

<PAGE>

                                   EXHIBIT "G"

                                  SIGN CRITERIA

     Lessee shall install and maintain at all times, subject to the terms of the
Lease including, without limitations, Article VII, Section 3(g), a sign on the
exterior of the premises.

     Said sign shall be no more than 75% of the store front width of the Demised
Premises, shall contain only Lessee's name, shall be no more than 18" in height
and shall contain no more than two (2) lines. The signage color shall conform to
the colors approved by the Lessor.

     Said sign shall be constructed of individual cutout letters with plastic
faces and metal sides and each letter shall be internally self illuminated.
There shall be no exposed neon tubing. No sign may be added to the Demised
Premises without prior written approval of Lessor and must be in conformance
with applicable laws of the City of North Miami Beach.

<PAGE>

                                   EXHIBIT "H"

                            ENVIRONMENTAL COMPLIANCE
                                  AND RADON GAS

Lessee shall not install, store use, treat transport or dispose (or knowingly
permit or acquiesce in the installation, storage, use, treatment, transportation
or disposal by Lessee, its agents, employees, independent contractors, or
subtenants) on the Demised Premises of any (a) asbestos in any form; (b) area
formaldehyde foam insulation; (c) transformers or other equipment which contain
dielectric fluid containing levels of polychlorinated byphenyls in excess of 50
parts per million; or (d) any other chemical, material, air pollutant, toxic
pollutant, waste, or substance which is regulated as toxic or hazardous or
exposure to which is prohibited, limited or regulated by the Resource
Conservation Recovery Act, the Comprehensive and Environmental Response
Compensation and Liability Act, the Hazardous Materials Transportation Act, the
Toxic Substances Control Act, the Clean Air Act, and the Clean Water Act or any
other federal, state, county, regional, local or other governmental authority or
which, even if not so regulated, may or could pose a hazard to the health and
safety of the occupants of the Demised Premises or the Shopping Center- and
which is either (i) present in amounts in excess of that permitted or deemed
safe under applicable law or (ii) handled, stored or otherwise used in any
manner which is prohibited or deemed unsafe under applicable law. (The
substances referred to in (a), (b), (c), or (d) are collectively referred to
herein as "HAZARDOUS MATERIALS").

Lessee shall, at Lessee's own expense, comply with any presently existing or
hereafter enacted environmental cleanup responsibility laws affecting Lessee's
operation of the Demised Premises ("CLEANUP LAWS"). Lessee, at Lessee's own
expense, shall properly dispose of all waste and other hazardous materials
generated from its use of the Premises as a general office facility and shall,
at its own expense, comply with any and all usage, cleanup and or disposal laws
affecting Lessee's operation of the Demised Premises. Lessee shall, at Lessee's
own expense, make all submissions to, provide all information to, and comply
with all requirements of the appropriate governmental authority ("AUTHORITY")
under the Cleanup Laws. Should any Authority require that a cleanup plan be
prepared and that a cleanup be undertaken because of the existence of Hazardous
Materials which were installed, stored, used, treated, transported, disposed of,
spilled or discharged on the Demised Premises during the Term of this Lease,
Lessee shall, at Lessee's own expense, prepare and submit the required plans and
financial assurances and carry out the approved plans. At no expense to Lessor,
Lessee shall promptly provide all information requested by Lessor for
preparation of affidavits or other documents required by Lessor to determine the
applicability of the Cleanup Laws to the Demised Premises, and shall sign the
affidavits promptly when requested to do so by Lessor. Lessee shall indemnify,
defend and hold harmless Lessor from all fines, suits, procedures, claims,
cleanup or removal costs and all actions of any kind arising out of or in any
way connected with the installation, storage, use, treatment, transporting,
disposal, spillage or discharge of Hazardous Materials on the Demised Premises
by Lessee, its agents, employees, independent contractors or subtenants during
the Term of this Lease; and from all fines, suits, procedures, claims and
actions of any kind arising out of Lessee's failure to provide all information,
make all submissions and take all steps required by the Authority under the
Cleanup Laws or any other environmental law. Lessee's obligations and
liabilities under this paragraph shall continue so long as Lessor remains
responsible for Hazardous Materials at the Demised Premises that were installed,
stored, used, treated, transported, disposed of, spilled or discharged during
the Term of the Lease by Lessee, it agents, employees, independent contractors
or subtenants. Tenants failure to abide by the terms of this paragraph shall be
restrainable by injunction.

Lessee shall promptly supply Lessor with any notices, correspondence and
submissions made by Lessor to appropriate governmental authorities of the United
States Environmental Protection Agency ("EPA"); the United States Occupational
Safety and

<PAGE>

Health Administration ("OSHA"), or any other local, state or federal authority
that requires submission of any information concerning environmental matters of
hazardous waste or substances. Lessee's liability pursuant to the terms of this
provision shall survive termination of this Lease.

RADON GAS

Radon is a naturally occurring radioactive gas that when it has accumulated in a
building in sufficient quantities, may present health risk to persons who are
exposed to it over time. Levels of radon that exceed Federal and State
guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit. This notice is given pursuant to 404.056(6) Florida Statutes.

<PAGE>

                                  LESSORS WORK
                               BUILDING STANDARDS
                                   EXHIBIT "D"

Lessor will construct the demised premises according to the architects plans and
specifications which will include "building standard" components as listed
herein, Any additional work be at the Lessee's sole cost and expense.

INTERIOR PARTITIONS

1.       3 5/8" metal studs with 1/2" sheetrock, taped, spackled and ready to
         receive tenant finishes and meet local building codes. All office walls
         will be at a 10' height and will constructed up to the underneath of
         the ceiling.

2.       Office doors will be 6'8" and  will be hollow core doors, paint grade
         with ADA approved hardware

CEILING
1        2 X 4 white grid

2        2 X 4 lay-in standard acoustical tiles - white

LIGHTING/ELECTRICAL
1        2 X 4 standard tube light fixtures - not to exceed one fixture per
         100 sq. ft.

2.       One 100 amp electrical service or equivalent if, existing premises were
         previously occupied .

3.       One duplex outlet as code required Per linear feet

4.       Two dedicated service outlets at the equipment area.

5.       One voice conduit per office.

6.       Two emergency exit lights or as local building Code requires.

7.       One dedicated outlet for exterior store front sign.

NOTE Additional outlets to accommodate computer systems, data locations and
office networking will be at tenants expense

FLOORING

I. Concrete floor throughout.

NOTE: Purchase and installation of all floor coverings will be at tenant's
      expense

STOREFRONT AND REAR EXITS

1.       Existing storefront locations as indicated on  the approved space plan

2.       Rear exit doors will be located as per the approved space plan.

FIRE SPRINKLERS

1.       Sprinkler system shall meet all local fire and building codes.

2.       Location of heads will be placed per office locations as indicated on
         approved space plan.

HVAC

1.       HVAC system complete with distribution ducts and diffusers to
         accommodate approved space plan.

2.       HVAC unit connected to panel and running with one thermostat per unit.

NOTE:    Any separate unit required to accommodate tenants equipment room will
         be at tenants expense.

<PAGE>

                                   EXHIBIT "E"

                                  LESSEE'S WORK

                                  SEE ADDENDUM


<PAGE>

                                  EXHIBIT "F"L

                     CONSTRUCTION PROCEDURES AND REGULATIONS


<PAGE>

               ADDENDUM TO THAT CERTAIN LEASE DATED MAY 8, 1998 BY
            AND BETWEEN INTRACOASTAL PACIFIC LIMITED PARTNERSHIP AND
                    TEL-COM WIRELESS CABLE TV CORPORATION AND
              INTERNATIONAL BROADCAST CONSULTANTS OF AMERICA, INC.

     This Addendum is made to the lease dated May 8,1998 between Intracoastal
Pacific Limited Partnership, as Lessor and Tel-Com Wireless Cable TV
Corporation, a Florida corporation and International Broadcast Consultants of
America, Inc-, as Lessees, for that certain premises consisting of 4,500 square
feet (the original Demised Premises) located at 3957 N.E. 163 Street, North
Miami Beach, Florida, in the Intracoastal Mail in North Miami Beach, Florida
(the Lease). The parties hereto desire to expand the size of the original
Demised Premises by a separate additional 1,300 square feet, and, accordingly,
it is hereby agreed as follows:

     1. EXPANSION OF DEMISED PREMISES. The original Demised Premises shall be
increased by 1,300 square feet (the Expansion Space) which is located in the
Intracoastal Mail at 3953 N.E. 163rd Street, North Miami Beach, Florida. Upon
delivery of the Expansion Space to Lessees, Lessees shall pay to Lessor
additional Minimum Rent for the Expansion Space as follows-

BASE RENT           PER SQUARE FOOT         MONTHLY              ANNUALLY
Year 1              $ 13.50                 $1,462.50            $17,550.00
Year 2              $ 14,50                 $1,570.83            $18,850.00
Year 3              $ 15.50                 $1,679.17            $20,150.00
Year 4              $ 16.50                 $1,787.50            $21,450.00
Year 5              $ 17.50                 $1,895.83            $22,750.00

     Said amount shall be in addition to the Minimum Rent set forth in the
Lease.

     2. SECUIRITY DEPOSIT. Upon delivery of the Expansion Space, Lessees shall
deliver to Lessor an additional Security Deposit of $3,900.00, making the total
Security Deposit $118,087.50.

     3. ArtiClE1 XXXVI (Relocation of Tenant), intentionally deleted from the
Lease, shall apply to the Expansion Space pursuant to the following terms:

                                  ARTICLE XXXVI

                              RELOCATION OF TENANT

     Lessor expressly reserves the right to remove Lessees from the Expansion
Space and to relocate Lessees in some other space of Lessor's choosing of
approximately the same dimensions and size within the Shopping Center. If said
relocation occurs after Lessees have expended money to improve or prepare the
Expansion Space for occupancy, then Lessor shall, at Lessor's sole cost and
expense, prepare the new premises to substantially the same condition as the
Expansion Space was in prior to notice of relocation and Lessor shall otherwise
reimburse Lessees for any costs directly attributable to said relocation. Lessor
shall have the right, in Lessor's sole discretion, to use such decoration; and
materials from the existing Expansion Space, or other materials so that the
space in which Lessees are relocated shall be comparable in its interior design
and decoration to the Expansion Space from which Lessees are removed. Any
provisions pertaining to the rentable area of the Expansion Space shall be
applied to the space in

<PAGE>

which Lessees are relocated on the same basis as said provisions were applied to
the Expansion Space from which Lessees are removed.

     Lessor shall notify Lessees in writing of Lessor's intention to relocate
the Expansion Space (Notice of Relocation). In the event that Lessees do not
wish to relocate the Expansion Space, Lessees shall have the option to terminate
the Lease for the Expansion Space only. Lessees: shall so notify Lessor in
writing within twenty (20) days of Lessees' receipt of Lessor's Notice of
Relocation. In the event that Lessees timely give such notice, Lessees shall
vacate the Expansion Space within 90 days of the initial Notice of Relocation.

     In the event that Lessees do not so notify Lessor, Lessees agree that
Lessor's exercise of its election to remove and relocate Lessees shall not
terminate the Lease, as amended, or release Lessees, in whole or in part, from
Lessees' obligation to pay rent and other charges and to perform the covenants
and agreements hereunder for the full term of the Lease, as amended.

     4. All other terms and conditions in the original Lease Agreement shall
remain in full force and effect.

LESSOR:                              INTRACOASTAL PACIFIC LIMITED
                                     PARTNERSHIP, a Florida limited
                                     partnership
                                     By: RC Intracoastal, Inc.
                                         an Illinois corporation,
                                         its managing and general partner

ATTEST:

By: /s/ Scott Cronizton              By: /s/ Michael Schramm
   ------------------------------       -------------------------------------
Name: Scott Cronizton                Name: Mike Schramm
     ----------------------------         -----------------------------------
Title: Vice President                Title: Senior Executive Vice President
      ---------------------------          ----------------------------------

LESSEE:                              TEL-COM WIRELESS CABLE
                                     TV CORPORATION
                                     a Florida corporation

ATTEST:

By: /s/ Ximena Astralaga             By: /s/ Samuel Simkin
   ------------------------------       -------------------------------------
Name: Ximena Astralaga               Name: Samuel Simkin
     ----------------------------         -----------------------------------
Title: Office Manager                Title: Vice President
      ---------------------------          ----------------------------------

LESSEE:                              INTERNATIONAL BROADCAST
                                     CONSULTANTS OF AMERICA, INC.,
                                     a Florida  corporation

ATTEST:

By: /s/ Ximena Astralaga             By: /s/ Eric Lefkowitz
   ------------------------------       -------------------------------------
Name: Ximena Astralaga               Name: Eric Lefkowitz
     ----------------------------         -----------------------------------
Title: Office Manager                Title: President
      ---------------------------          ----------------------------------

<PAGE>

               ADDENDUM TO THAT CERTAIN LEASE DATED MAY 8,1998 BY
            AND BETWEEN INTRACOASTAL PACIFIC LIMITED PARTNERSHIP AND
                    TEL-COM WIRELESS CABLE TV CORPORATION AND
              INTERNATIONAL BROADCAST CONSULTANTS OF AMERICA, INC.

    This Addendum is made to the lease dated May 8, 1998 between Intracoastal
Pacific Limited Partnership, as Lessor and Tel-Com Wireless Cable TV
Corporation, a Florida corporation and International Broadcast Consultants of
America, Inc., as Lessees, for that certain premises consisting of 4,500 square
feet (the original Demised Premises) located at 3957 N.E.163 Street, North Miami
Beach, Florida, in the Intracoastal Mail in North Miami Beach, Florida (the
Lease). The parties hereto desire to expand the size of the original Demised
Premises by a separate additional 1,300 square feet, and, accordingly, it is
hereby agreed as follows:

     1. EXPANSION OF DEMISED PREMISES. The original Demised Premises shall be
increased by 1,300 square feet (the Expansion Space) which is located in the
Intracoastal Mail at 3953 N.E. 163rd Street, North Miami Beach, Florida. Upon
delivery of the Expansion Space to Lessees, Lessees shall pay to Lessor
additional Minimum Rent for the Expansion Space as follows:

BASE RENT           PER SQUARE FOOT         MONTHLY            ANNUALLY
Year 1              $ 13.50                 $1,462.50          $17,550.00
Year 2              $ 14.50                 $1,570.83          $18,850.00
Year 3              $ 15.50                 $1,679.17          $20,150.00
Year 4              $ 16.50                 $1,787.50          $21,450.00
Year 5              $ 17.50                 $1,895.83          $22,750.00

     Said amount shall be in addition to the Minimum Rent set forth in the
Lease.

     2. SECURITY DEPOSIT. Upon delivery of the Expansion Space, Lessees shall
deliver to Lessor an additional Security Deposit of $3,900.00, making the total
Security Deposit $18,087.50.

     3. Article XXXVI (Relocation of Tenant), intentionally deleted from the
Lease, shall apply to the Expansion Space pursuant to the following terms:

                                  ARTICLE XXXVI

                              RELOCATION OF TENANT

     Lessor expressly reserves the right to remove Lessees from the Expansion
Space and to relocate Lesees in some other space of Lessor's choosing of
approximately the same dimensions and size within the Shopping Center. If said
relocation occurs after Lessees have expended money to improve or prepare the
Expansion Space for occupancy, then Lessor shall, at Lessor's sole cost and
expense, prepare the new premises to substantially the same condition as the
Expansion Space was In prior to notice of relocation and Lessor shall otherwise
reimburse Lessees for any costs directly attributable to said relocation. Lessor
shall have the right, in Lessor's sole discretion, to use such decoration; and
materials from the existing Expansion Space, or other materials so that the
space in which Lessees are relocated shall be comparable in its interior design
and decoration to the Expansion Space from which Lessees are removed. Any
provisions pertaining to the rentable area of the Expansion Space shall be
applied to the space in

<PAGE>

which Lessees are relocated on the same basis as said provisions were applied to
the Expansion Space from which Lessees are removed.

     Lessor shall notify Lessees in writing of Lessor's intention to relocate
the Expansion Space (Notice of Relocation)- In the event that Lessees do not
wish to relocate the Expansion Space, Lessees shall have the option to terminate
the Lease for the Expansion Space only. Lessees shall so notify Lessor in
writing within 10 days of Lessees' receipt of Lessor's Notice of Relocation. In
the event that Lessees timely give such notice, Lessees shall vacate the
Expansion Space within 90 days of the initial Notice of Relocation.

     In the event that Lessees do not so notify Lessor, Lessees agree that
Lessor's exercise of its election to remove and relocate Lessees shall not
terminate the Lease, as amended, or release Lessees, in whole or in part, from
Lessees' obligation to pay rent and other charges and to perform the covenants
and agreements hereunder for the full term of the Lease, as amended.

     4- All other terms and conditions in the original Lease Agreement shall
remain in full force and effect.

LESSOR:                              INTRACOASTAL PACIFIC LIMITED
                                     PARTNERSHIP, a Florida limited
                                     partnership
                                     By: RC Intracoastal, Inc.
                                         an Illinois corporation,
                                         its managing and general partner

ATTEST:

By:                                  By: /s/ Michael Schramm
   ------------------------------       -------------------------------------
Name:                                Name: Mike Schramm
     ----------------------------         -----------------------------------
Title:                               Title: Senior Executive Vice President
      ---------------------------          ----------------------------------

LESSEE:                              TEL-COM WIRELESS CABLE
                                     TV CORPORATION
                                     a Florida corporation

ATTEST:

By: /s/ Ximena Astralaga             By: /s/ Samuel H. Simkin
   ------------------------------       -------------------------------------
Name: Ximena Astralaga               Name: Samuel H. Simkin
     ----------------------------         -----------------------------------
Title: Office Manager                Title: Vice President
      ---------------------------          ----------------------------------

LESSEE:                              INTERNATIONAL BROADCAST
                                     CONSULTANTS OF AMERICA, INC.,
                                     a Florida  corporation

ATTEST:

By: /s/ Ximena Astralaga             By: /s/ Eric Lefkowitz
   ------------------------------       -------------------------------------
Name: Ximena Astralaga               Name: Eric Lefkowitz
     ----------------------------         -----------------------------------
Title: Office Manager                Title: President
      ---------------------------          ----------------------------------

<PAGE>

                                   EXHIBIT "C"

                             CERTIFICATION OF DATES

     Reference is made to that certain Retail Lease dated the 8th day of May,
1998, by and between INTRACOASTAL PACIFIC LIMITED PARTNERSHIP, a Florida limited
partnership, ("Lessor") and TEL-COM WIRELESS CABLE TV CORPORATION, a Florida
corporation and INTERNATIONAL BROADCAST CONSULTANTS OF AMERICA, INC.
("Lessees"), demising certain space in the shopping center located at the
intersection of N.E. 35th Avenue and N.E. 163rd Street, North Miami Beach,
Miami-Dade County, Florida

     Pursuant to the provisions of Article 11, Paragraph 1, of the above Lease,
Lessor and Lessees, intending to be legally bound hereby agree that the term of
said Lease commenced on the 25th day of August, 1998, and shall end on the 31st
day of August, 2003, at midnight, unless sooner terminated or extended as
therein provided.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Exhibit "C"
to said Retail Lease, this day of , 1998.

LESSOR                               INTRACOASTAL PACIFIC LIMITED
                                     PARTNERSHIP, a Florida limited
                                     partnership
                                     By: RC Intracoastal, Inc.
                                         an Illinois corporation,
                                         its managing general partner
ATTEST:

By:                                  By: /s/ Michael Schramm
   ------------------------------       -------------------------------------
Name:                                Name: Michael Schramm
     ----------------------------         -----------------------------------
Title:                               Title: Senior Executive Vice President
      ---------------------------          ----------------------------------

LESSEE:                              TEL-COM WIRELESS CABLE
                                     TV CORPORATION
                                     a Florida corporation

ATTEST:

By: /s/ Ximena Astralaga             By: /s/ Samuel H. Simkin
   ------------------------------       -------------------------------------
Name: Ximena Astralaga               Name: Samuel H. Simkin
     ----------------------------         -----------------------------------
Title: Office Manager                Title: Vice President
      ---------------------------          ----------------------------------

LESSEE:                              INTERNATIONAL BROADCAST
                                     CONSULTANTS OF AMERICA, INC.,
                                     a Florida  corporation

ATTEST:

By: /s/ Ximena Astralaga             By: /s/ Eric Lefkowitz
   ------------------------------       -------------------------------------
Name: Ximena Astralaga               Name: Eric Lefkowitz
     ----------------------------         -----------------------------------
Title: Office Manager                Title: President
      ---------------------------          ----------------------------------

<PAGE>

                                   EXHIBIT "C"

                             CERTIFICATION OF DATES

     Reference is made to that certain Retail Lease dated the 81h day of May,
1998, by and between INTRACOASTAL PACIFIC LIMITED PARTNERSHIP, a Florida limited
partnership, ("Lessor") and TEL-COM WIRELESS CABLE TV CORPORATION, a Florida
corporation and INTERNATIONAL BROADCAST CONSULTANTS OF AMERICA, INC.
("Lessees"), demising certain space in the shopping center located at the
intersection of N.E. 35th Avenue and N.E. 163rd Street, North Miami Beach,
Miami-Dade County, Florida.

     Pursuant to the provisions of Article 11, Paragraph 1, of the above Lease,
Lessor and Lessees, intending to be legally bound hereby agree that the term of
said Lease commenced on the 25th day of August, 1998, and shall end on the 31st
day of August, 2003, at midnight, unless sooner terminated or extended as
therein provided.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Exhibit "C"
to said Retail Lease, this day of , 1998.

LESSOR                               INTRACOASTAL PACIFIC LIMITED
                                     PARTNERSHIP, a Florida limited
                                     partnership
                                     By:    RC Intracoastal, Inc.
                                            an Illinois corporation,
                                            its managing and general partner

ATTEST:

By:                                  By: /s/ Michael Schramm
   ------------------------------       -------------------------------------
Name:                                Name: Michael Schramm
     ----------------------------         -----------------------------------
Title:                               Title: Senior Executive Vice President
      ---------------------------          ----------------------------------

LESSEE:                              TEL-COM WIRELESS CABLE
                                     TV CORPORATION
                                     a Florida corporation

ATTEST:

By: /s/ Ximena Astralaga             By: /s/ Samuel H. Simkin
   ------------------------------       -------------------------------------
Name: Ximena Astralaga               Name: Samuel H. Simkin
     ----------------------------         -----------------------------------
Title: Office Manager                Title: Vice President
      ---------------------------          ----------------------------------

LESSEE:                              INTERNATIONAL BROADCAST
                                     CONSULTANTS OF AMERICA, INC.,
                                     a Florida  corporation

ATTEST:

By: /s/ Ximena Astralaga             By: /s/ Eric Lefkowitz
   ------------------------------       -------------------------------------
Name: Ximena Astralaga               Name: Eric Lefkowitz
     ----------------------------         -----------------------------------
Title: Office Manager                Title: President
      ---------------------------          ----------------------------------