LEASE AGREEMENT

     THIS LEASE AGREEMENT is made at Charleston,  South  Carolina,  on this 19th
day of November , 1996, by and between  Nicholas & Thalia  Pavlatos  hereinafter
referred to as  "Landlord")  and  Envirometrics  Products  Company  (hereinafter
referred to as "Tenant").

     1. PREMISES:

     (a)  Landlord  does hereby  lease to Tenant and Tenant  hereby  leases from
Landlord  that  certain  space  (hereinafter  referred  to as  the  "Premises"),
consisting of  approximately  1,800 square feet of floor area.  The location and
dimensions  of said  Premises are  delineated  in red on Exhibit  "A",  which is
attached hereto and incorporated herein by reference.  Said Premises are part of
that certain  retail/office  complex known as Oakbrook Center,  in the County of
Dorchester,  City of Summerville , South Carolina  (hereinafter  said complex is
referred to as "Shopping Center").

     (b) This lease is subject to the terms, covenants and conditions herein set
forth, and the Tenant covenants as material part of the  consideration  for this
lease to keep and perform each and all of said terms,  covenants and  conditions
by it to be kept and performed.

     2. USE OF PREMISES:

     (a) Tenant shall use the premises for light assembly

     (b) Tenant  agrees that the  premises  shall be open for  business  for the
purpose  described  herein,  operating  during usual business hours,  within one
hundred  twenty  (120) days of the date of this Lease,  or otherwise as shall be
mutually  agreed upon by the parties.  In the event that Tenant shall not comply
with this  subparagraph,  Landlord  shall have the sole option to terminate this
Lease upon five (5) days written  notification  to Tenant,  and  thereafter  the
parties  shall be  returned to their  original  status as if the Lease had never
been  executed.  In the  event  that the  Landlord  shall  exercise  its  option
hereunder,  Landlord  shall have the right to retain  all sums which  Tenant has
paid hereunder as liquidated  damages,  it being agreed by the parties that said
sum is a fair and equitable  estimate as to the amount of damages which Landlord
shall suffer as a result of Tenant's breach hereof.

     3. TERM:

     This lease shall be for a term of eight months, 15 days commencing December
1. 1996 and ending August 14, 1997

     4. MINIMUM RENT:

     (a) Tenant  agrees to pay  Landlord as a Minimum  Rent,  without  notice or
demand, the monthly sum of six hundred dollars (S600) GROSS LEASE ($4.00 per sq.
ft) .

     Rent is payable on the first (St.) day of each month.

     5.  CONSIDERATION:

     Concurrently  with the  execution of this Lease,  Tenant shall deposit with
Landlord a sum equivalent to the first ($ n/a ) months rent and the last ($ n/a)
months rent.  0.0 -($ 0.0 shall be held by Landlord as security for the faithful
performance  by Tenant of all the terms,  covenants and conditions of this Lease
to be kept and performed by Tenant  during the term hereof - If Tenant  defaults
with respect to any provision of this Lease, including,  but not limited to, the
provisions  relating  to the  payment of rent,  Landlord  may,  but shall not be
required to use,  apply or retain all or any part of this  security  deposit for
the payment of any rent or any other sum in  default,  or for the payment of any
amount  which  Landlord  may  spend or  become  obligated  to spend by reason of
Tenant's default,  or to compensate  Landlord for any other loss or damage which
Landlord  may  suffer by reason of  Tenant's  default.  If any  portion  of said
deposit is so used or applied,  Tenant shall,  within  five(5)days after written
demand therefor,  deposit cash with Landlord in an amount  sufficient to restore
the security deposit to its original amount, and Tenant's failure to do shall be
a default under this Lease.

     6. CONDITION OF PREMISES:

     Tenant shall not make any repairs, alterations, or additions to Premises or
enter into any contract for repairs,  alterations,  or additions  without  first
procuring  Landlord's  written  consent and  delivering  to  Landlord  plans and
specifications  prepared by licensed architect as well as copies satisfactory to
Landlord of indemnification  against liens, costs,  damages, and expenses as may
be required by Landlord.  At it's own expense  tenant shall obtain all requisite
building and other  permits  before  starting any work in or upon the  premises.
Tenant  shall,  in all events,  provide  Landlord with  professionally  prepared
drawings bearing the seal of an architect or engineer  currently licensed in and
by the State of South Carolina before  -Tenant,  its  representative,  agent, or
contractor starts any work in or upon the premises.  The aforesaid drawing shall
include  plumbing,  electrical,  climate  control,  insulation,  wall structure,
finish,  materials  and all other  specifications  intended  to be  included  in
improving and/or completing the premises. Landlord shall have the right of final
approval of any such plans for improving and/or completing the premises.

     9. WASTE, NUISANCE OR UNLAWFUL USE:

     Tenant  shall  not  commit,  or allow  to be  committed,  any  waste on the
Premises, create or allow any nuisance to exist on the Premises, or use or allow
the Premises to be used for any unlawful purpose.

     10. PAYMENT OF UTILITIES:

     Tenant shall pay for and be liable for all utilities furnished the Premises
during the term of this Lease,  or any  extension  thereof,  including,  but not
limited to,  electricity,  gas, water and telephone  service.  In the event that
utilities are not  separately  metered,  Tenant agrees to pay his  proportionate
share of such  utilities  based upon the  formula  set forth in  paragraph 7 (b)
hereof.

     1. REPAIRS AND MAINTENANCE:

     Tenant  shall  at  it's  own  expense,  maintain  and  keep  the  Premises,
including,  but not limited to, the windows, doors, skylights,  storefront,  air
conditioners or heaters,  and all interior walls in good repair.  The same shall
not be altered,  repaired or changed without he written consent of the Landlord,
which shall not be reasonably  withheld.  Landlord  shall  maintain the building
roof and all exterior walls in good condition, subject to the terms of Paragraph
7 hereof.  All  alterations,  improvements and changes that may be done with the
consent of the  Landlord,  and shall  remain  upon and be  surrendered  with the
Premises at the termination of the Lease herein.  HVAC replacement,  due to age,
Landlord's responsibility.

     12. DELIVERY, ACCEPTANCE, & SURRENDER OF PREMISES:

     Landlord  represents  that the Premises are in a condition fit for the uses
hereinabove  described.  Tenant  agrees to accept the Premises on  possession as
being in a good state of repair and in sanitary condition. At the termination of
this Lease, by the expiration thereof, or otherwise, the Tenant shall deliver up
the Premises to the Landlord,  reasonable  wear and tear and casualty  excepted.
Tenant  agrees to pay for all damages to the  appurtenances  thereto  during the
term of this Lease.

     13. TOTAL OR PARTIAL DESTRUCTION OF PREMISES:

     Partial  destruction  of the  Premises  shall not render this Lease void or
voidable,  or  terminate  it,  except as herein  provided.  If the  Premises are
partially  destroyed during the term of this Lease,  Landlord shall repair them,
when such repairs can be made in conformity  with Local,  State and Federal laws
and regulations, within sixty (60) days of the partial destruction. Rent for the
Premises  will be  reduced  proportionately  to the  extent to which the  repair
operations  interfere with the normal  conduct of the said time limit,  Landlord
may, at its option,  make them at a reasonable  time and continue  this Lease in
effect,  with proportional rent rebate to he Tenant, as herein provided.  If the
repairs cannot be made within the time period  allowed,  and Landlord elects not
to make  them in a  reasonable  time,  either  party  hereto  has the  option to
terminate this Lease, in accordance with the termination provisions herein.

     14. LANDLORD'S ENTRY FOR INSPECTION AND MAINTENANCE:

     Landlord  reserves the right to enter upon the Premises at reasonable times
to inspect  them,  to  perform  required  maintenance  and  repair,  and to make
additions and  alterations  to any part of the building of which the Premises is
located,  and Tenant agrees to permit Landlord to do the same.  Landlord may, in
connection with such  alterations,  additions,  or repairs,  erect  scaffolding,
fences, and similar  structures,  post the relevant notices,  and place moveable
equipment without any obligation to reduce Tenant's rent for the Premises during
such period, and without incurring  liability to Tenant for disturbance of their
quiet enjoyment of the Premises or their loss of occupation thereof.

     15. TRADE FIXTURES:

     Tenant may  install  and  maintain,  during the term of this  Lease,  trade
fixtures  and other  equipment  necessary  for Tenant' use of the  building,  as
hereinabove  provided;  provided that such fixtures,  by reason of the manner in
which they are affixed, do not become an integral part of the Shopping Center or
of the Premises herein.  Tenant may, if not in default hereunder,  and from time
to time  during the term  hereof,  alter or remove any such  trade  fixtures  so
installed  by them.  Said trade  fixtures or  equipment  of the Tenant  shall be
removed at the  termination  or  expiration  of this Lease,  by the Tenant in an
expeditious  manner. Any damage to the Premises caused by any such installation,
alteration,  or removal of any such trade fixture or equipment shall be promptly
repaired by the Tenant at their own expense.

     16. POSTING OF SIGNS:

     Landlord reserves the right to place any and all signs reasonable necessary
for the sale of the Shopping Center upon said Shopping Center during the term of
the Lease,  provided however,  that no such signs may be posted in the Premises,
or to place any and all  reasonable  signs on the  Premises  at any time  within
ninety (90) days of the  expiration  of this Lease,  for rental or lease of said
Premises.

     17. RESTRICTIONS ON POSITION OF SIGNS:

     Tenant will not construct or place,  or permit to be constructed or placed,
any signs,  awnings,  marquees, or other structures projecting from the exterior
of the Premises  without the written consent of the Landlord thereto and subject
to all  governmental  law or regulations  for the posting of said signs.  Tenant
further  agrees to remove all signs,  displays,  advertisements,  or  decoration
which they have placed,  or permitted to be placed on the Premises which, in the
opinion of the Landlord are  offensive  or  otherwise  objectionable.  If Tenant
fails to remove such signs,  displays,  advertisements,  or  decorations  within
sixty  (60) days of  receiving  written  notice  from  Landlord  to do the same,
Landlord  reserves  the right to enter the  Premises  and  remove  the same,  at
Tenant's expense.

     18. HOLD HARMLESS AND NON-LIABILITY:

     Landlord shall not be liable for any loss,  damage,  or injury,  or for any
liability  or damage  claims for injury to  persons,  including  Tenant,  or any
officer, agent, employee, independent contractor, invitee or guest of Tenant, or
any other persons acting at their  direction or in concert with them; or for any
property damage form any cause whatsoever  related to Tenant's  occupancy of the
Premises,  including  those  arising  out of  damages  or  losses  occurring  on
sidewalks or other common areas of the Shopping Center arising out of any act or
negligence of Tenant, or any officer,  agent, employee,  independent contractor,
guest or invitee of Tenant,  as well as any damages  resulting form Tenant's use
of the premises during the term of this Lease, or any extension thereof.

     Tenant hereby agrees to indemnify  and hold harmless  Landlord  against any
and all such  claims  for  damages,  including  all costs,  attorney's  fees and
liabilities  incurred  in the  defense of any such claim or claims.  In case any
such action is brought against  Landlord,  or any officer,  agent or employee of
Landlord, Tenant agrees to defend Landlord from any and all such claim or claims
made by any persons whatsoever resulting from or arising out of Tenant's use and
occupancy of the Premises herein, at Tenant's sole expense.

    19. ASSIGNMENT OR SUBLEASE:

     Tenant  agrees not to assign or sublease the premises  herein,  or any part
thereof,  without first  obtaining the written  consent of the Landlord  hereto.
Landlord  expressly  covenants  that such consent shall not be  unreasonably  or
arbitrarily  refused.  One consent by the  Landlord  shall not be a consent to a
subsequent  assignment,  sublease, or occupation by any other persons.  Tenant's
unauthorized  assignment,  sublease,  or license to occupy the  Premises  herein
shall be void and shall terminate the Lease, at the option of Landlord. Tenant's
interest  in this  lease  is not  assignable  to  operation  of law,  nor is any
assignment  of  their  interest  herein,  without  the  written  consent  of the
Landlord.

     20. DEFAULTS:

     The occurrences of any of the following shall constitute a material default
and breach of this Lease.

     (a) The vacation or abandonment of the Premises herein by Tenant.

     (b) The failure by Tenant to pay  installment of rent, or to make any other
payments required under this Lease, where such failure continued for a period of
ten (10) days after written notice thereof by the Landlord to the Tenant.

     (c ) Failure by Tenant to observe or perform any of the  provisions of this
Lease to be observed or performed by the Tenant, except the Provision concerning
the payment of rent,  where such failure  continues  for a period of thirty (30)
days after  written  notice  thereof by the  Landlord to the  Tenant;  provided,
however,  that if the  nature  of such  default  is such  that the  same  cannot
reasonably  be cured  within such thirty  (30) day period,  Tenant  shall not be
deemed to be in default if Tenant shall, within such period, commence such cure,
and thereafter diligently 'prosecute the same to completion.

     (d) The  making by Tenant of any  general  assignment  for the  benefit  of
creditors; the filing be or against Tenant of a petition to have Tenant adjudged
a bankrupt,  or of a petition for  reorganization or arrangement,  under any law
relating to  bankruptcy,  unless the same is dismissed  within ninety (90) days;
the appointment of a trustee or receiver to take possession of substantially all
of Tenant's  assets  located at the  Premises  or of  Tenant's  interest in this
Lease,  where  possession is not restored to the Tenant within ninety (90) days;
or the attachment,  execution, or other judicial seizure of substantially all of
Tenant's assets located on the Premises,  or of Tenant's interest in this Lease,
where such seizure is not discharged within ninety (90) days.

     21. LANDLORD'S REMEDIES ON TENANT BREACH:

     If Tenant  shall  breach this Lease,  pursuant to the terms of Paragraph 20
above,  Landlord  shall have the  following  remedies,  in addition to any other
rights or remedies they may have either by law or otherwise:

     (a) Landlord may re-enter the Premises  immediately,  and remove  therefrom
all Tenant's  personal  property.  Landlord may store said  property at a public
warehouse at Tenant's  expense,  or for Tenant's  account.

     (b) After  re-entry,  Landlord may  terminate  the Lease upon giving thirty
(30) days prior written  notice of such  termination  to Tenant.  Re-entry only,
without notice of termination, will not terminate this Lease.

     ( c) After re-entry upon the Premises,  Landlord may re-Lease the Premises,
or any part thereof, for any term, without terminating the Lease, upon such rent
and upon such terms and  conditions  as they may choose.  Landlord  may make any
alterations  and repairs to the Premises that are necessary to the Premises,  as
herein provided,  Tenant shall be liable for, in addition to any other liability
for breach of this Lease, all expenses  incurred to restore unit to its original
condition,  which is incurred by the  Landlord.  In  addition,  Tenant  shall be
liable to Landlord for the difference between rent received by Landlord - during
the  reorganization  or  arrangement,  under  any  law  relating  to  period  of
re-leasing,  and the monthly  installment  of rent that are due by Tenant during
the term of this Lease.

     (d) In the event that Landlord  chooses to re-lease the Premises,  pursuant
to  Subparagraph  C above,  the Landlord  may, at their  option,  apply any rent
received as a result thereof, in the following manner:

     (1) Reduce indebtedness of the Tenant to the Landlord under this Lease, not
including indebtedness for rent;

     (2) For expenses of the  re-leasing,  including any expenses of alterations
and repairs made as a result thereof;

     (3) Rental installments due under this Lease;

     (4) Payment of any future rent due under this Lease, as it becomes due.

     (e) Landlord  may, at any time after such  re-leasing,  terminate the Lease
for the breach  because of which they have  reentered and re-lease the Premises.
Upon terminating this Lease for Tenant's breach hereof, Landlord may recover all
damages proximately resulting from the breach,  including the cost of recovering
the Premises, any rental installments not paid by the new Tenant, and the work f
or the balance of this Lease over the  reasonable  rental  value of the Premises
will remain during the lease term.

     (f) Upon  re-entry,  Landlord may procure the  appointment of a receiver to
take  possession  of and collect rents and profits from  Tenant's  business.  If
necessary to collect such rents and profits,  the receiver may carry on Tenant's
business and take possession of Tenant's personal property used in the business,
including inventory, equipment, trade fixtures, and furnishings, and use them in
the  business  without   compensating  the  Tenant  therefor.   Proceedings  for
appointment  of a receiver,  and the  conducting by him of Tenant's  businesses,
shall not terminate this Lease unless  Landlord has given written notice of such
termination, as provided herein.

     (g) Tenant  hereby  waives all claims for  damages,  which may be caused by
Landlord's  re-entry,  taking  possession  of the Premises  herein and will save
Landlord harmless from loss,costs or damages occasioned by Landlord thereby. Any
such re-entry or retaking of possession of the premises  shall not be considered
or construed to be a forcible entry.

     22. PARKING AN COMMON AREAS:

     (a) Landlord covenants that an area  approximately  equal to the common and
parking  areas  as shown  on the  attached  Exhibit  "A"  shall be at all  times
available for the nonexclusive use of Tenant during the full term of this Lease,
or any extension thereof,  provided that the condemnation or other taking by any
public authority, or sale in lieu of condemnation,  of any or all of such common
and parking area shall not  constitute a violation  of this  covenant.  Landlord
reserves  the  right to  change  the  entrances,  exits,  traffic  lanes and the
boundaries and locations of such parking area or areas,  provided however,  that
anything to the  contrary  notwithstanding,  said parking area or areas shall at
all times be  substantially  equal or  equivalent  to that shown on the attached
Exhibit "A".

     (b) Landlord shall keep said parking and common areas in a neat,  clean and
orderly condition,  and shall repair any damage to the facilities  thereof,  but
all such  expenses in  connection  with said  parking and common  areas shall be
charged and prorated as addition rent as set forth in Paragraph 7 hereof.

     ( c) Tenant shall, for its use and benefit,  and for the use and benefit of
its agents, customers, licensees, and subtenants, have the nonexclusive right in
common with Landlord,  and other present and future owners,  tenants,  and their
agents,  customers,  licensees  and  subtenants,  to use said common and parking
areas  during the entire  term of this  Lease,  or any  extension  thereof,  for
ingress and egress, and automobile parking only.

     (d) Tenant shall, in the use of said common and parking areas,  comply with
such reasonable  rules,  regulations and charges for parking as the Landlord may
adopt from time to time of the orderly and proper  operation  of said common and
parking  areas.  Such  rules  may  include,  but shall not be  limited  to,  the
following:

     (I) The  prohibition  of  employee  parking in the common  area and parking
areas; and

     MERCHANT'S ASSOCIATION:N/A


     24. PERSONAL PROPERTY TAXES:

     Tenant shall pay before they become  delinquent  all taxes and  assessments
imposed on any  personal  property  or trade  fixtures  belonging  to Tenant and
located on said Premises.

     25. ATTORNEY'S FEES:

     If Landlord shall file an action to enforce any covenant of this Lease,  or
for breach of any  covenant  herein,  including  any action for recovery of rent
herein,  Tenant agrees to pay Landlord the  reasonable  sum for accrued from the
commencement  of such  action and shall be paid  whether  or not such  action is
prosecuted to judgment.

     26. NOTICE:

     Notice is given pursuant to the provisions of this Lease, when necessary to
carry out the provisions,  shall be in writing,  and delivered personally to the
person to whom the notice is to be given, and mailed postage prepaid,  addressed
to such person(s). Landlord's address for the purpose of such notice shall be:

Atlantic International
2050 Spaulding Drive
Suite 4-A
North Charleston, SC 29406


or at such other  address or addresses  as Landlord  may  designate to Tenant in
writing from time to time.

     Tenant's  address  for the  purpose of such  notice  shall be the  Premises
herein, or : ENVIROMETRICS PRODUCTS CO., 9229 UNIVERSITY BLVD.,  CHARLESTON,  SC
29406 OFFICE:553-9554

     27. HEIRS, SUCCESSORS AND ASSIGNS:

     This Lease,  and the  covenant s and  conditions  hereof,  apply to and are
binding upon the heirs,  successors,  legal representatives,  and assigns of the
parties.

     28. SALE OF PREMISES BY LANDLORD:

     In the event of any sale of the Premises by Landlord, Landlord shall be and
is hereby  entirely freed and relieved of all liability under any and all of its
covenants and obligations  contained in or derived rom this Lease arising out of
any act,  occurrence or omission  occurring after the consummation of such sale;
and the purchase,  at such sale or any subsequent  sale of the Premises shall be
deemed, without further agreement between the parties and any such purchaser, to
have  assumed  and  agreed  to  carry  out  any  and  all of the  covenants  and
obligations of the Landlord under this Lease.

     29. LATE CHARGES:

     Tenant hereby  acknowledges that late payment by Tenant to Landlord of rent
or other sums due hereunder will cause Landlord to incur costs not  contemplated
by this  Lease,  the  exact  amount  of which  will be  extremely  difficult  to
ascertain. Such costs include, but are not limited to, processing and accounting
charges,  and late charges  which may be imposed  upon  Landlord by terms of any
mortgage or deed of trust  covering the  Shopping  Center.  Accordingly,  if any
installment  of rent or any  sum  due  from  Tenant  shall  not be  received  by
Landlord, or Landlord's agent, within five (5) days after the due date set forth
herein,  then  Tenant  shall pay to  Landlord a late charge in the amount of ten
(10%)  percent of such overdue  amount,  plus any  attorney's  fees and/or costs
incurred  by Landlord  by reason of  Tenant's  failure to pay rent and/or  other
charges  when due. The parties  hereby agree that such late charges  represent a
fair and  reasonable  estimate of the cost that Landlord will incur by reason of
the late  payment by Tenant.  Acceptance  of such late  charges of the  Landlord
shall in no event  constitute a waiver of Tenant's  default with respect to such
overdue  amount,  nor prevent  Landlord  from  exercising  any other  rights and
remedies granted hereunder.

     30. COMPLETE AGREEMENT:

     This Lease  contains all of the  agreements  of their  parties  hereto with
respect to any matter  covered or  mentioned  in this  Lease,  and there are not
prior agreements or understandings  which have not been incorporated  herein. No
provision  of this Lease may be amended or added to except by the  agreement  in
writing  signed by all the  parties  hereto or their  respective  successors  in
interest.

     31. CHOICE OF LAW:

     This Lease shall be governed by the Laws of the State of South Carolina.

     32. ATTORNMENT:

     This Lease may at Landlord's  option,  be  subordinate to any ground lease,
mortgage,  deed of trust or other  hypothecation  or security  now or  hereafter
placed upon the real  property of which the Premises are a part,  and to any and
all advances made on a security  thereof,  and to all  renewals,  modifications,
consolidations,  replacements,  and  extensions  thereof.  Notwithstanding  such
subordination,  Tenant's right to quiet  possession of the Premises shall not be
disturbed  if Tenant is not in default and so long as Tenant  shall pay the rent
and observe and perform all of the  provisions of this Lease,  unless this Lease
is otherwise  terminated  pursuant to its terms.  If any  mortgagee,  trustee or
ground  lessor shall elect to have this Lease prior to the lien of its mortgage,
deed of trust, or ground lease, and shall give written notice thereof to Tenant,
this  Lease  shall be  deemed  prior to such  mortgage,  deed of trust or ground
lease,  whether this Lease is dated prior to or  subsequent  to the date of said
mortgage,  deed of trust or  ground  lease,  or the date of  recording  thereof.
Tenant  agrees to  execute  any and all  documents  required  to  effectuate  an
attornment,  a subordination or to make this lease subsequent to the lien of any
mortgage, deed of trust or ground lease, as the case may be. Tenant's failure to
execute such  documents  within ten (10) days after  written  demand by Landlord
shall  constitute  a material  default by Tenant  hereunder,  or, at  Landlord's
option,  Landlord  shall execute such  documents on behalf of Tenant as Tenant's
attorney in fact.  For that  purpose,  Tenant does hereby make,  constitute  and
irrevocable  appoint Landlord as Tenant's attorney in fact and in Tenant's name,
place and stead, to execute such documents in accordance with this paragraph.

     33. OPTION TO RENEW: (See Attached Addendum)

     (a) Landlord  hereby grants to tenant an option to renew this Lease for ONE
additional  period(s) of ONE years each after the expiration of the term of this
Lease,  under the same terms,  conditions and covenants so far as is applicable,
as in this Lease,  except that any rents  payable  for the first  Option  Period
shall be  calculated  in the same  manner  as set forth in  Paragraph  4 hereof;
except that any  percentage  limitations on the increase in rent to be effective
during the first and/or second Option Periods shall be negotiated by the parties
at the time any such Option  Period takes effect,  and shall be mutually  agreed
upon by the parties. If Tenant exercises the options for the first and/or second
Option  Periods,  and if at the  commencement  of the second and/or third Option
Periods,  Landlord and Tenant have not reached an agreement,  despite their best
efforts and good faith to do so, as to the applicable percentage limitations non
the increases in the rental to be paid during such Option  Periods,  or if there
shall then be a dispute between  Landlord and Tenant as to the good faith of the
other party to so negotiate,  Tenant shall have the obligation to pay the rental
during such Option Periods as the same would be calculated pursuant to Paragraph
4 hereof,  without reference to any percentage limitations contained therein. In
the event percentage eliminatio's shall be agreed upon at any time after Tenant
shall have exercised its option for the second and/or third Option Periods,  any
overpayment or underpayment by Tenant shall be immediately adjusted.

     (b) Each option  provided for herein  shall be exercised by written  notice
form the Tenant to the Landlord setting forth the Tenant's  election to exercise
the  option,  and  delivered  to the  Landlord  in  person or by  registered  or
certified  mail at least ninety (90) days prior to the expiration of the term of
this Lease, or any prior option Period.

     34. EMINENT DOMAIN:

     Eminent domain  proceedings  resulting in the condemnation of a part of the
Premises  leased  herein,  the rest  usable by  Tenant  for the  purpose  of the
business of which the Premises are leased herein,  will not terminate this Lease
unless  Landlord,  at this option,  terminates  it by giving  written  notice of
termination to Tenant. The effect of such  condemnation,  should such option not
be  exercised,  will be to terminate the Lease as to the portion of the premises
condemned,  and the Lease  shall  remain in  effect as to the  remainder  of the
Premises.  Tenant's  rental for the  remainder of the Lease term shall,  in such
case, be reduced by the amount of the usefulness of the Premises to him for such
business  purposes is reduced.  All  compensation  awarded in the eminent domain
proceedings as the result of such  condemnation  shall be the Landlords.  Tenant
hereby  assigns  and  transfers  to  Landlord  any claim  that they may have for
compensation for damages as a result of such condemnation.

     35. AUTHORITY OF TENANT

     If Tenant is a corporation,  each individual executing this Lease on behalf
of said  corporation,  represents  and warrants  that he is duly  authorized  to
exercise and deliver  this Lease on behalf of said  corporation,  in  accordance
with the By-Laws of said  corporation,  and that this Lease is binding upon said
corporation.

     36. TENANT'S STATEMENT:

     Tenant shall,  at any time f rom time to time,  upon not less than ten (10)
days prior written notice from  Landlord,  execute,  acknowledge  and deliver to
Landlord a statement in writing:

     (a)  Certifying  that this Lease is unmodified and in full force and effect
(or, if modified,  stating the nature of such  modification  and certifying that
this Lease as so  modified is in full force and  effect),  and the date to which
the rental and other charges are paid in advance, if any and

     (b) Acknowledging that their are not, to Tenant's  knowledge,  any incurred
defaults on the part of Landlord  hereunder,  or specifying such defaults if any
are claimed, and

     (c) Setting forth the date of  commencement  of rents and expiration of the
term  hereof.  And any such  statement  may be  relied  upon by the  prospective
purchaser or encumbrancer of all or any portion of the Shopping Center.

     37. HOLDING OVER:

     It is  expressly  understood  by  all  parties  that  Tenant  shall  not be
permitted to holdover at the end of the lease term. It is further  understood by
all parties that  failure to  re-negotiate  or otherwise  enter into a new lease
agreement  before ten (10) days from the  expiration  of this lease  constitutes
termination  of this lease at the end of the lease period,  and as such,  Tenant
understands  that it shall  vacate the demised  premises at the exact end of the
lease term.  In addition,  tenant will pay a 10%  surcharge for each month is in
default.

     38. INSURANCE REQUIREMENTS:

     (a) Tenant shall, at Tenant's expense,  obtain and keep in force during the
term of this Lease a policy or Bodily Injury and Property Damage  Insurance with
a company or companies approved by Landlord insuring tenant and Landlord against
any liability  arising out of the use,  occupancy or maintenance of the Premises
an all other areas appurtenant thereto. Such insurance shall be in an amount not
less than  $1,000,000,  combined single limit.  Tenant shall name Landlord as an
addition  insured,  and shall provide  Landlord with a certificate  of insurance
within thirty (30) days hereof. Notwithstanding anything herein to the contrary,
the limits of said insurance shall not limit the liability of Tenant hereunder.

     (b) Landlord shall obtain and keep in force during the term of this Lease a
policy of Bodily Injury and Property Damage Insurance,  insuring  Landlord,  but
not Tenant,  against any liability arising out of the ownership,  use, occupancy
of  maintenance  of the Shopping  Center in an amount not less than  $1,000,000,
combined  single  limit.  The  premiums  for  such  insurance  shall  be paid by
Landlord, but shall be a part of the additional rent paid by Tenant provided for
in Paragraph 7 hereof.

     c In  addition  to the  insurance  set forth in  Subparagraph  (b)  hereof,
Landlord  shall  obtain and keep in force during the term of this Lease a policy
or policies of insurance covering loss or damage to the Shopping Center, but not
Tenant's fixtures,  equipment, or tenant improvements in an amount not to exceed
the full  replacement  value  thereof,  as the same may exist from time to time,
providing  protection  against all perils included within the  classification of
fire, extended coverage, vandalism, malicious mischief, flood (in the event same
is required by lender  having a lien on the insurance  industry),  but not plate
glass insurance.  In addition, the Lessor shall obtain and keep in force, during
the term of this Lease, a policy of rental value insurance  covering a period of
one (1) year, with loss payable to Lessor,  which insurance shall also cover all
real estate taxes and  insurance  costs for said  period.  The premiums for such
insurance  shall be paid by Landlord,  but shall be part of the additional  rent
paid by Tenant as provided in Paragraph 7 hereof.

     39. OTHER CONTINGENCIES:

     1. TENANT WILL ACCEPT PREMISE "AS IS".

     2. TENANT WILL BE ALLOWED TO CONSTRUCT PASSTHROUGH/DOORWAY IN DEMISING WALL
FROM UNIT 102 INTO UNIT 103 AND CONSTRUCT OFFICE SPACE.  TENANT WILL RETURN UNIT
TO ORIGINAL CONDITION WHEN VACATED.

     3.THIS LEASE IS TO EXPIRE IN CONJUNCTION WITH CURRENT LEASE FOR UNIT 102.

     40. TIME: Time is of the essence in this Lease.

     IN WITNESS WHEREOF,  the above parties have executed this Lease on the date
first written  above.

 WITNESS:  _____________
 LANDLORD:  DENISE BOYD AGENT FOR LANDLORD

 WITNESS:  _____________
 TENANT(S) WALTER ELLIOTT, PRESIDENT