LEASE AGREEMENT

     THIS LEASE AGREEMENT is made at Charleston, South Carolina, on this 7th day
of August, 1996, by and between Nicholas & Thalia Pavlatos herein after 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  3,000 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 the 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  sub-paragraph,  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 I year  commencing  August
     15, 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   one   thousand
     dollars($1,000.00)GROSSLEASE($4.OO PER SQ.FT.

          Rent is payable on the first (1st) day of each month.

          5.  CONSIDERATION:  Concurrently  with the  execution  of this  Lease,
     Tenant shall  deposit with Landlord a sum  equivalent to pro-rata  share of
     first  months rent ( $500) and a security  deposit of $ 1,000.  00 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  therefore,   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.

          7. 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.

          8.  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  Tenant to pay
     all water and sewer,  impact fees, and backflow preventor bills assessed on
     the unit.

          9. 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,  HVAC or water  heaters,  and all interior walls in
     good repair. The same shall not be altered, repaired or changed without the
     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. TENANT'S EXPENSE TO REPAIR OR REPLACE HVAC
     SHALL NOT EXCEED $500.00 PER OCCURANCE.

          10. 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.

          11. 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 Premise 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.

          12. 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

          13. TRADE FIXTURES: Tenant may install and maintain during the term of
     this Lease,  trade fixtures and other equipment  necessary for Tenant's 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.

          14. 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.

          15.  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.

          16. 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.

          17,  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.

          18. 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 (IO) 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.

          19. LANDLORD'S  REMEDIES ON TENANT BREACH: If Tenant shall breach this
     Lease, pursuant to the terms of Paragraph 18 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  re-entered 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
for 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.

     20. PARKING AND 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  fight 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:

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

     21. MERCHANT'S ASSOCIATION: N/A

     22. 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.

     23.  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.

     24. 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


     25.  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.

     26. 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 from 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.

     27. 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 (100/o)  percent of such overdue  amount,  plus any attomey'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.

     28. 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.

     29. CHOICE OF LAW: This Lease shall be governed by the Laws of the State of
South Carolina.

     30. 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 hen 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.

     3 1. OPTION TO RENEW:  (a)  Landlord  hereby  grants to tenant an option to
renew  this  Lease  for ONE  additional  period(s)  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
eliminations  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.

     32.  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.  AU 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.

     33.  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.

     34. TENANT'S  STATEMENT:  Tenant shall, at any time from 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 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.

     35. 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.


     36. OTHER CONTINGENCIIES:

         1.     LANDLORD WILL INSTALL NEW 10 TON HVAC UNIT FOR PRENUSES.
         2.     LANDLORD WELL REPAIR EMSTING ROOF LEAKS AND ALL OTBERS AS
         PROVIDED FOR IN LEASE


     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 renegotiate or otherwise  enter into a
new lease  agreement  before sixty (60) 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 it is in default.

     38. TENANT UP FITTING:  Tenant will be allowed to remove  partition wall in
rear of building to allow use of roll up door.  Tenant may also,  if  necessary,
remove carpet and finish  concrete floor with epoxy paint.  39. TIME: Time is of
the essence in this Lease. 10

     IN WITNESS W]HEREOF, the above parties have executed this Lease on the date
first written above.

WITNESS:


AGENT FOR LANDLORD,

WITNESS: TENANT(S):


Walter Elliott
President