Exhibit 10(E)

                                  OFFICE LEASE

                                     Between

                             LEXIN CELEBRATION, LLC
                                   as Landlord

                                       and

                            VOX COMMUNICATIONS CORP.
                                    as Tenant

                                      Dated

                                January 25, 2005

                              DOWNTOWN CELEBRATION
                              CELEBRATION, FLORIDA

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1.  DEFINITION ............................................................    1
2.  TERM ..................................................................    8
3.  CONSTRUCTION OF PREMISES ..............................................    8
4.  UTILITIES .............................................................   11
5.  SIGNAGE ...............................................................   12
6.  USE AND OPERATION OF PREMISES .........................................   12
7.  ENVIRONMENTAL COMPLIANCE ..............................................   14
8.  SECURITY DEPOSIT ......................................................   15
9.  RENT ..................................................................   15
10. COMMON PROPERTY .......................................................   17
11. COMMON EXPENSES .......................................................   18
12. ADVERTISING AND PROMOTION .............................................   21
13. INSURANCE .............................................................   22
14. DAMAGE OR DESTRUCTION .................................................   24
15. ALTERATIONS AND REMOVALS ..............................................   25
16. MAINTENANCE AND REPAIRS ...............................................   26
17. LANDLORD'S RIGHT TO INSPECT ...........................................   28
18. ASSIGNMENT AND TRANSFER; SUBLETTING ...................................   28
19. LANDLORD'S INTEREST NOT SUBJECT TO LIENS ..............................   29
20. EMINENT DOMAIN ........................................................   30
21. SUBORDINATION AND ATTORNMENT ..........................................   31
22. END OF TERM ...........................................................   33
23. INDEMNITY .............................................................   34
24. DEFAULT; LANDLORD'S LIEN ..............................................   34
25. NO ABATEMENT OF RENT ..................................................   38
26. NOTICES ...............................................................   39
27. MISCELLANEOUS .........................................................   40

EXHIBIT "A"    -    Graphic Depiction of Downtown Celebration Property
EXHIBIT "B"    -    Downtown Celebration Site Plan
EXHIBIT "C"    -    Premises Floor Plan
EXHIBIT "D"    -    Tenant's Work
EXHIBIT "D-1"  -    Landlord's Work
EXHIBIT "E"    -    Permitted Use of Premises
EXHIBIT "F"    -    Downtown Celebration Office Building Rules and Regulations
EXHIBIT "G"    -    Guaranty
EXHIBIT "H"    -    Downtown Celebration Common Expenses - List of Items and
                    Charges
EXHIBIT "I"    -    Extension Option


                                       i
<PAGE>

                                  OFFICE LEASE
                                  ------------

      THIS OFFICE  LEASE (this  "Lease") is made and entered into by and between
LEXIN  CELEBRATION  LLC, a Delaware  limited  liability  company  authorized  to
transact business in the State of Florida  ("Landlord"),  and VOX COMMUNICATIONS
CORP., a Delaware  corporation  authorized to transact  business in the State of
Florida ("Tenant"), who covenant and agree as follows:

                              W I T N E S S E T H:
                              --------------------

      Subject to the terms and  conditions  of this  Lease,  Landlord  leases to
Tenant and Tenant  hires from  Landlord the  Premises.  In addition to all other
rights  which it has under this Lease,  Landlord  expressly  reserves all rights
relative to the Building  which are not  expressly and  specifically  granted to
Tenant under this Lease.

      Landlord and Tenant covenant and agree:

                             BASIC LEASE PROVISIONS

1.  Definitions:  The  following  terms,  as used in this Lease,  shall have the
following meanings in this Lease and all exhibits to this Lease.

      1.1. Definitions.

            ADA:                          (See Section 3.4)

            Additional Rent:              (See Section 9.3 and Section 11.1)

            Address for Notices:          If to Landlord:

                                          Lexin Celebration LLC
                                          720 Celebration Avenue, Suite 130
                                          Celebration, Florida 34747
                                          Attention: Property Manager
                                          Facsimile: (407) 566-4705
                                          Telephone: (407) 566-4007

                                          With a copy to:

                                          Lexin Celebration LLC
                                          c/o Lexin Capital LLC
                                          654 Madison Avenue, Suite 703
                                          New York, New York 10021
                                          Attention:  Metin Negrin
                                          Facsimile: (212) 750-3505
                                          Telephone: (212) 750-3500

                                          If to Tenant:
                                          Vox Communications Corp.
                                          610 Celebration Avenue Suite # 120
                                          Celebration, Florida 34747
                                          Facsimile: (321) 939 2336
                                          Telephone: (321) 559 1414

            Address for Payments:         Lexin Celebration LLC
                                          720 Celebration Avenue, Suite 130
                                          Celebration, Florida 34747

<PAGE>

            Allocated Percentage Share
            of Building Common Expenses:  5.90%  (See   Section   11.4),   which
                                          percentage the parties acknowledge has
                                          been  agreed  upon  for  all  purposes
                                          herein, unless adjusted as provided in
                                          Section  1.3,  Section 11.4 or Section
                                          11.5.

            Allocated Percentage Share
            of the Designated Office
            Share of Downtown
            Celebration Common Expenses:  2.02%  (See   Section   11.2),   which
                                          percentage the parties acknowledge has
                                          been  agreed  upon  for  all  purposes
                                          herein, unless adjusted as provided in
                                          Section 11.2 or Section 11.5.

            Allocated Percentage Share
            of Downtown Celebration
            Office Common Expenses:       2.02%  (See   Section   11.3),   which
                                          percentage the parties acknowledge has
                                          been  agreed  upon  for  all  purposes
                                          herein, unless adjusted as provided in
                                          Section 11.3, or Section 11.5.

            Alteration:                   (See Section 15.1)

            Association:                  Celebration   Non-Residential   Owners
                                          Association,     Inc.,    a    Florida
                                          not-for-profit corporation.

            Association Declaration:      Declaration  of Covenants,  Conditions
                                          and   Restrictions   for   Celebration
                                          Non-Residential  Properties,  recorded
                                          in Official  Records  Book 1248,  Page
                                          28, of the  Public  Records of Osceola
                                          County,  Florida,  as  supplemented by
                                          the   Supplemental    Declaration   of
                                          Covenants, Conditions and Restrictions
                                          for     Celebration     Nonresidential
                                          Properties,  recorded on September 22,
                                          1995 in  Official  Records  Book 1282,
                                          Page 628,  Public  Records  of Osceola
                                          County,  Florida, as the same may have
                                          been  and may  hereafter  be  amended,
                                          supplemented and/or modified from time
                                          to time.

            Attractions:                  (see Theme Park definition)

<TABLE>
<CAPTION>
            Base Rent:                    Annual Base Rent                     Annual
                                          Per Lease Year:   Per Sq. Ft         Base Rent
                                          ---------------   ----------         ---------
<S>                                       <C>               <C>                <C>
                                                1           $18.00             34,272.00
                                          2-3 inclusive     (See Section 9.1)
                                          4-8 inclusive     (See Exhibit "I")
</TABLE>

            Broker:                       None (See Section 28.10)

            Building:                     The  office   building  in  which  the
                                          Premises  is located  within  Downtown
                                          Celebration  located  at 610  Sycamore
                                          Street, Celebration, Florida.

            Building Common Expenses:     (See Section 11.4)

            CDD:                          Celebration    Community   Development
                                          District,  a unit of  special  purpose
                                          government  created  pursuant  to  the
                                          provisions  of  Chapter  190,  Florida
                                          Statutes.

            CPI:                          (See Section 9.1)

            CPI Index:                    (See Section 9.1)


                                       2
<PAGE>

            Commencement Date:            February 1, 2005

            Common Expenses:              (See Section 11.1)

            Common Property:              The  Downtown  Celebration  Buildings,
                                          together  with certain land and common
                                          facilities  and  improvements  as  the
                                          same may now or  hereafter be located,
                                          constructed,  developed,  or relocated
                                          on the Downtown  Celebration  Property
                                          and   which  is   available   for  the
                                          non-exclusive common and joint use and
                                          benefit of Landlord,  Tenant,  and all
                                          other tenants,  owners,  and occupants
                                          of  Downtown   Celebration  and  their
                                          respective     employees,      agents,
                                          licensees,  customers,  and  invitees.
                                          Common  Property may include,  but not
                                          be  limited  to,  all  roofs and other
                                          exterior  and  structural  elements of
                                          Downtown    Celebration     Buildings,
                                          elevators,     stairways,     sidewalk
                                          entrances,     hallways,    corridors,
                                          interior walkways, entrances and exits
                                          to   Downtown   Celebration,   service
                                          roads,    parking   areas   owned   by
                                          Landlord,   loading  areas,   lighting
                                          systems,  lawn and landscaping  areas,
                                          irrigation systems,  ponds, lakes, and
                                          drainage systems,  utility lines, pipe
                                          systems  and   facilities   (excluding
                                          those,   if  any,   owned  by  utility
                                          companies   providing   such   utility
                                          services to Downtown Celebration), and
                                          signs and signage  facilities owned by
                                          Landlord.

            Condenser Water System:       Shall mean the central condenser water
                                          system     serving    the     Downtown
                                          Celebration    Buildings   and   shall
                                          include  a  central   cooling   tower,
                                          condenser   water  supply  and  return
                                          lines and other related equipment.

            Default Rate:                 The lesser  of: (i) 18% per annum;  or
                                          (ii) the highest rate of interest then
                                          allowable pursuant to Florida law.

            Deposit:                      Four Thousand Two Hundred  Eigthy-Five
                                          and 00/100 Dollars ($4,285.00)

            Designated Office Share of
            Downtown Celebration Common
            Expenses:                     (See Section 11.2)

            Downtown Celebration:         A mixed-used  district  located on the
                                          Downtown  Celebration  Property  which
                                          may  include,  but not be limited  to,
                                          such   uses   as   retail    shopping,
                                          restaurants,   professional   offices,
                                          residential   apartments,   and  other
                                          uses.

            Downtown Celebration
            Building(s):                  Multi-tenant   mixed-used   buildings,
                                          both  attached  and  detached,  single
                                          level and multi-level,  located within
                                          Downtown Celebration.

            Downtown Celebration Common
            Expenses:                     (See Section 11.2 and Exhibit "H")
                                                                -----------

            Downtown Celebration Office
            Common Expenses:              (See Section 11.3)

            Downtown Celebration
            Property:                     A portion of the real  estate  project
                                          known as Celebration,  Florida, and as
                                          generally   depicted  on  Exhibit  "A"
                                          attached to this Lease.

            Downtown Celebration
            Site Plan:                    The  schematic  site plan of  Downtown
                                          Celebration  as  depicted  on  Exhibit
                                          "B",  a copy of which is  attached  to
                                          this Lease.


                                       3
<PAGE>

            Entertainment Company:        Any  person or entity  engaged  in the
                                          business of owning  (which  shall mean
                                          owning a ten percent  (10%) or greater
                                          interest  in),  managing or  operating
                                          one (1) or more Theme Parks.

            Event of Default:             (See Section 25)

            Execution Date:               The date when the last one of Landlord
                                          and Tenant  has  signed and  delivered
                                          this Lease.

            Extension Option:             (See Exhibit "I")
                                               -----------

            Extension Option Term:        (See Exhibit "I")
                                               -----------

            Guarantor:                    (See Section 24.1)

            Hazardous Materials:          (See Section 7.1)

            Holidays:                     (See Exhibit "F")
                                               -----------

            HVAC System(s):               Shall  mean the  heating,  ventilating
                                          and   air   conditioning    system(s),
                                          including ducted supply,  distribution
                                          and return air through an open ceiling
                                          plenum,   installed   by  Landlord  in
                                          Downtown     Celebration     Buildings
                                          intended  to be occupied by one (1) or
                                          more Office Tenants.

            Landlord's Work:              (See Section 3.1 and Exhibit "D-1")
                                                               -------------

            Lease Year:                   A  period  comprised  of  twelve  (12)
                                          consecutive calendar months. The first
                                          "Lease  Year"  shall  commence  on the
                                          first day of the first month following
                                          the  month in which  the  Commencement
                                          Date  occurs  (hereinafter  the "Lease
                                          Year  Commencement  Date")  and  shall
                                          expire   on   the   day    immediately
                                          preceding the first anniversary of the
                                          Lease    Year     Commencement    Date
                                          (hereinafter     the    "Lease    Year
                                          Termination  Date").   Notwithstanding
                                          the  foregoing,  if  the  Commencement
                                          Date should fall on the first day of a
                                          month,  such date  shall be deemed the
                                          Lease Year  Commencement  Date and the
                                          date which  immediately  precedes  the
                                          first  anniversary  of the Lease  Year
                                          Commencement  Date shall be deemed the
                                          Lease  Year  Termination   Date.  Each
                                          succeeding  Lease Year shall  commence
                                          on  the  day  after  the  Lease   Year
                                          Termination   Date  of  the  preceding
                                          Lease  Year  and  shall  continue  for
                                          twelve   (12)   consecutive   calendar
                                          months.

            Office Tenant:                (See Section 11.3)

            Operating Hours:              (See Section 6.3)

            Permitted Name:               Vox  Communications,  subject  to  the
                                          provisions of Exhibit "E".
                                                        -----------

            Permitted Use:                (See Section 6.1 and Exhibit "E")
                                                               -----------

            Plans and Specifications:     (See Section 3.2)

            Plan Submittal Date:          On or before  the date which is thirty
                                          (30) days after the Execution Date.

            Possession Date:              The  date on which  possession  of the
                                          Premises  is first made  available  to
                                          Tenant by Landlord.

            Possession Notice:            (See Section 3.1)


                                       4
<PAGE>

            Premises:                     The  Premises  shall  consist  of  and
                                          include that portion of interior space
                                          within the first and second  floors of
                                          the "Building" located at 610 Sycamore
                                          Street, Celebration, Florida 34747 and
                                          known as Unit (or  Suite)  120 and 225
                                          as shown on the  Downtown  Celebration
                                          Site Plan  attached  hereto as Exhibit
                                          "B"   and    shall    be    configured
                                          approximately as shown on the Premises
                                          Floor Plan attached  hereto as Exhibit
                                          "C",   together   with   all   rights,
                                          privileges,  and easements appurtenant
                                          thereto.

            Premises Floor Plan:          The   schematic   floor  plan  of  the
                                          Premises  as  depicted  on Exhibit "C"
                                          attached to this Lease.

            Projected Possession Date:    February 1, 2005

            Rent (or Rents):              Base  Rent and all  other  monies  and
                                          sums  due  to  Landlord   from  Tenant
                                          hereunder as Additional Rent.

            Rentable Floor Area:          One Thousand Nine Hundred Four (1,904)
                                          square feet,  which square footage the
                                          parties  acknowledge  has been  agreed
                                          upon for all purposes herein.

            Restricted Uses:              (See Section 6.1)

            Signs:                        (See Section 5.1)

            Taking:                       (See Section 20.1)

            Tenant's Share:               (See Sections 11.2, 11.3 and 11.4)

            Tenant's Work:                (See Section 3.3 and Exhibit "D")
                                                               -----------

            Tenant's Work Completion
            Date:                         On or before  the date  which is sixty
                                          (60) days  after the  Possession  Date
                                          (See Section 3.8)

            Term or Lease Term:           Three  (3)   years,   subject  to  the
                                          provisions of Section 2.1

            Termination Date:             The  day  immediately   preceding  the
                                          third (3rd)  anniversary  of the first
                                          Lease Year Commencement Date.

            Theme Park:                   (a)  all   facilities,   the   primary
                                          business of which is offering rides or
                                          amusement devices, including,  without
                                          limitation, attractions, game arcades,
                                          rides  and  shows,   virtual   reality
                                          and/or  other  similar   entertainment
                                          devices   and   other    entertainment
                                          elements,  regardless  of  whether  an
                                          admission fee is charged (collectively
                                          "Attractions");  and  (b)  any and all
                                          areas   and   facilities   (including,
                                          without limitation,  resorts, shopping
                                          areas,  golf courses and  restaurants)
                                          associated,  and/or commonly marketed,
                                          with such Attractions.

      1.2.  Demise.  Landlord,  for and in  consideration  of the  Rents  herein
reserved  and required to be paid by Tenant and of the  covenants,  promises and
agreements  herein contained and required to be kept,  observed and performed by
Tenant,  does hereby demise,  let and lease unto Tenant,  and Tenant, for and in
consideration of the foregoing demise by Landlord and of the covenants, promises
and agreements herein contained and required to be kept,  observed and performed
by  Landlord,  does hereby  hire,  lease and take as Tenant from  Landlord,  the
Premises  for the Term  and for the  Permitted  Use set  forth  on  Exhibit  "E"
attached hereto and made a part hereof, and for no other use or purpose,  and on
those terms and conditions hereinafter specified in this Lease.


                                       5
<PAGE>

      1.3. Premises.

            1.3.1.  The Premises shall include only the space and  appurtenances
specifically   demised  and  granted  in  this  Lease,   with  Landlord   hereby
specifically  excepting  and reserving  for and unto itself,  the roof,  the air
space above the roof,  the space and ground below the floor,  the dividing walls
between the Premises and the adjoining premises within the Building, if any, and
the  exterior  walls of the  Premises,  if the Premises  occupies  less than the
entire Building, and the Building,  including the storefront,  and including the
right to install,  maintain,  use, repair and replace  conduits,  utility lines,
wires,  pipes and duct work in and through  the  Premises.  Landlord  and Tenant
agree that the  Rentable  Floor Area  stated in Section 1 of this Lease shall be
used in the  calculation of Base Rent and other sums as  appropriate  under this
Lease,  notwithstanding  any variation of the actual  rentable floor area of the
Premises from such Rentable Floor Area.

            1.3.2. Landlord shall have the right, either before the commencement
of or during the Term,  upon not less than  thirty (30) days  written  notice to
Tenant,  to change the location of the Premises to another  location  within the
Building  or  another  Downtown  Celebration  Building,  provided  that  the new
location is reasonably similar in size. If Tenant is occupying the Premises when
Landlord exercises its rights hereunder, Landlord, at its expense, shall remove,
relocate and reinstall Tenant's equipment (including telephones),  furniture and
fixtures in the new premises,  and redecorate the new premises so that they will
substantially  resemble the former  Premises.  Upon  completion of the change in
location of the  Premises,  the parties shall execute an amendment to this Lease
which sets forth the new  description of the Premises and amends any other terms
of this Lease,  if any,  required to be amended as a result of the relocation of
the Premises.

      1.4. Quiet Enjoyment. Landlord covenants and agrees that so long as Tenant
shall  timely pay all Rents due to  Landlord  from  Tenant  hereunder  and keep,
observe and perform all  covenants,  promises and agreements on Tenant's part to
be kept, observed and performed  hereunder,  Tenant shall and may peacefully and
quietly  have,  hold and  occupy  the  Premises  free of any  interference  from
Landlord;  subject,  however, to each of the terms, provisions and conditions of
this Lease.

2. TERM.
   -----

      2.1. Term. Unless sooner  terminated as elsewhere  provided in this Lease,
the Term of this  Lease  shall be as set forth in Section 1 of this  Lease,  and
shall commence at 12:01 a.m. on the Commencement Date and shall cease, terminate
and expire at 11:59 p.m. on the Termination Date.

      2.2.  Early  Termination.  If and only if: (i) Tenant shall not then be in
default  under the terms of the Lease;  (ii) neither  Tenant nor any of Tenant's
Affiliates shall then be in default under any other agreement  between Tenant or
any of Tenant's  Affiliates and Landlord and any of Landlord's  Affiliates;  and
(iii)  Landlord and Tenant  execute and deliver a valid lease for another  space
that is owned and/or  managed by Landlord,  and which space has a Rentable Floor
Area in excess of One Thousand Nine Hundred Four (1,904) square feet, then, upon
the  execution  and  delivery  of such new  lease,  Landlord  hereby  agrees  to
terminate the Lease.

      2.3. Commencement Date; Possession.

            2.3.1.  The Term of this Lease shall  commence  on the  Commencement
Date as  defined  in  Section  1 hereof.  Possession  of the  Premises  shall be
delivered  by Landlord  and accepted by Tenant on the  Possession  Date.  If the
Commencement  Date is delayed  because of failure to complete any  alteration or
construction  work or for any other reason not attributable to fault on the part
of Tenant, or if Landlord is unable to deliver possession of the Premises on the
Commencement  Date by reason of the  holding  over of any prior  tenant,  Tenant
shall not be required to commence  payment of rent until the  Commencement  Date
has occurred and Landlord has  delivered  possession  of the Premises to Tenant.
However, nothing set forth in this section will operate to extend the Lease Term
and rent abatement will be the full extent of Landlord's  liability to Tenant on
account of the delay. Landlord shall determine the Commencement Date as provided
in Section 1.1 and shall notify Tenant of the date so determined.  Tenant shall,
if Landlord so requests, thereafter execute a letter confirming the Commencement
Date and the expiration date of this Lease.

            2.3.2.   Notwithstanding   that  the  Commencement   Date  shall  be
established  in the manner and on the date provided in this Section 2.3,  Tenant
and  Landlord  acknowledge  and agree that this Lease is binding upon them as of
the Execution Date, and all obligations of Tenant,  other than the obligation to
pay Rents, shall commence as of the Execution Date.

      2.4. Acceptance of Possession.  At the time this Lease is executed, Tenant
certifies  that it has  inspected  the  Premises  and  accepts  the  same in its
existing "AS IS" "WHERE IS" condition  except for Landlord's Work as provided in
Exhibit "D-1" attached hereto.  Upon substantial  completion of Landlord's Work,
Landlord shall notify Tenant in writing that possession of the Premises is being
delivered to Tenant (the "Possession  Notice").  Landlord's Work shall be deemed
substantially complete when the work is completed in such a fashion as to enable
Tenant to begin  performance  of Tenant's  Work.  A  certificate  by  Landlord's
architect


                                       6
<PAGE>

certifying that substantial  completion of Landlord's Work has occurred shall be
binding and conclusive  upon Tenant.  Landlord shall have no  responsibility  or
liability for any damage to or loss of property as a result of theft,  vandalism
or other act causing damage to the Premises.

3. CONSTRUCTION OF PREMISES.
   -------------------------

      3.1. Tenant's Plans and Specifications.  Not later than the Plan Submittal
Date,  Tenant  shall  submit to Landlord  for its review and  approval,  and, if
necessary,  resubmit  the same from time to time within  fifteen (15) days after
receipt of written notice of disapproval  thereof from Landlord,  until the same
are approved by Landlord,  detailed drawings and plans and specifications of and
for all interior  improvements  to be constructed and installed by Tenant in the
Premises as Tenant's Work,  including,  without limitation,  a layout,  lighting
plan,  interior  finish and material  samples,  typical  display  technique,  if
applicable, interior and exterior signage plans and specifications, store front,
and any work or  equipment  to be done or  installed  by  Tenant  affecting  any
structural,  mechanical or electrical part of the Premises, the Building, or any
other portion of Downtown Celebration, and also showing all Trade Fixtures to be
installed  therein by Tenant  (the  "Plans and  Specifications").  The Plans and
Specifications  shall be  prepared  by a licensed  architect.  Tenant  shall not
commence the  construction  and  installation  of any of Tenant's  Work or Trade
Fixtures  unless and until Landlord shall give its written  consent and approval
to the Plans and Specifications, which consent Landlord may grant or withhold in
its sole and  absolute  discretion.  Upon  Tenant's  receipt of: (i)  Landlord's
approval of the Plans and Specifications; and (ii) the Possession Notice, Tenant
shall promptly thereafter, and at its sole cost and expense, diligently seek and
obtain all necessary  building  permits and governmental  approvals  required to
enable Tenant to construct Tenant's Work.

      3.2.  Tenant's Work.  Within fifteen (15) days following the later of: (a)
the  Possession  Date; or (b) Tenant's  receipt of written  notice from Landlord
approving the Plans and Specifications, Tenant shall, at its expense, and to the
extent necessary, commence the construction and installation within the interior
of the Premises of those improvements more particularly  listed and described on
the schedule of work to be  accomplished  by Tenant  attached  hereto as Exhibit
"D-1" ("Tenant's Work"). Tenant shall cause all of Tenant's Work to be completed
and a certificate  of occupancy  issued  therefore,  on or before  Tenant's Work
Completion  Date.  Tenant  warrants  and  represents  to Landlord  that all such
Tenant's  Work will be of  first-class  quality and shall be performed in a good
and workmanlike manner and in conformance with all applicable laws,  ordinances,
requirements,  orders,  directions,  rules and  regulations of all  governmental
authorities, and in accordance with the Plans and Specifications. The contractor
selected  by Tenant to perform  Tenant's  Work shall be  approved by Landlord in
writing prior to commencement of construction,  and the construction contract to
be executed  by Tenant and its  contractor  for  Tenant's  Work shall  expressly
provide  that  contractor  must  deliver  to  Tenant  and  Landlord,   prior  to
commencement of construction, a payment and performance bond for the full amount
of the contract price and in the form prescribed by Section 713.23 (c),  Florida
Statutes,  as amended  from time to time,  which bond shall name  Landlord  as a
joint  obligee.  The  payment  and  performance  bond must be issued by a surety
insurer authorized to do business in the state of Florida.  Simultaneously  with
the construction and  installation,  or immediately  following the completion of
Tenant's  Work, as aforesaid,  but in any event not later than the  Commencement
Date,  Tenant shall cause to be installed within the Premises all trade fixtures
reasonably  required for the operation,  as conducted by Tenant, of the business
contemplated  by this  Lease  to be  operated  on,  in and  from  the  Premises,
including those trade fixtures, if any, contemplated, shown and described on the
Plans and Specifications (the "Trade Fixtures").  Trade Fixtures so installed in
the Premises by Tenant shall be new and of first-class  quality and workmanship.
Tenant shall not install, or allow to be installed, any work of "visual art" (as
described in 17 U.S.C. ss. 101 - 113 et seq. or successor  statutes) in which is
incorporated in or made part of the Building  without  Landlord's  express prior
written  consent,  which consent may be withheld at Landlord's sole and absolute
discretion, and if granted, such consent shall be upon such terms and conditions
as Landlord shall prescribe.

      3.3. Construction Process. The provisions of this Article 3 and of Article
15,  and  Exhibit  "D" to this  Lease,  shall  apply to the  improvement  of the
Premises in the first  instance,  and any future  modifications,  alteration  or
renovations  to  the  Premises,   and,  unless  clearly  inapplicable,   to  all
reconstruction  or restoration  performed  pursuant to any other portion of this
Lease by Tenant.  Landlord's approval of the Plans and  Specifications,  if any,
shall not be  construed as approval of the  structural  adequacy or integrity of
the work  detailed  therein,  or of the  conformity  of the  same to  applicable
building codes and other legal  requirements;  it being agreed that Tenant shall
indemnify,  defend,  save and hold  Landlord  harmless  from  and  against,  and
reimburse Landlord for, any and all obligations,  damages,  injunctions,  suits,
fines, penalties, demands, claims, costs, expenses, actions, liabilities, suits,
proceedings  and  losses of  whatever  nature  (including,  without  limitation,
Attorneys'  Fees and court costs),  arising  therefrom.  Any work which does not
conform with the Plans and Specifications, if so required by Landlord or by law,
shall be removed or reconstructed by Tenant, at Tenant's sole cost and expense.

      3.4.  Compliance With Laws.  Before the  commencement of Tenant's Work, if
any,  the Plans  and  Specifications  shall be filed  with and  approved  by all
governmental  departments or authorities  having or claiming  jurisdiction of or
over  the  Premises  or  the


                                       7
<PAGE>

Building,  if required by such  departments or authorities,  and with any public
utility  companies  having an interest  therein,  if  required  by such  utility
companies. In any such work (and all other work performed within the Premises by
Tenant) Tenant shall comply with all applicable laws, ordinances,  requirements,
orders,  directions,  rules and  regulations of the federal,  state,  county and
municipal  governments  (including,   without  limitation,  the  Americans  With
Disabilities Act of 1990, the Florida Americans With Disabilities  Accessibility
Implementation Act, and the related implementing  regulations,  codes, rules and
guidelines as may be amended from time to time (collectively, the "ADA"), and of
all other governmental  authorities  having or claiming  jurisdiction of or over
the Premises or the Building or any part of either,  and of all their respective
departments,  bureaus and offices, and with the requirements and regulations, if
any, of such public utilities,  of the insurance underwriting board or insurance
inspection  bureau  having  or  claiming  jurisdiction,  or of  any  other  body
exercising  similar  functions,  and of all  insurance  companies  then  writing
policies  covering  the  Building  or  any  part  thereof.  There  shall  be  no
encroachment on any street right-of-way,  sidewalk or on any adjoining premises,
including, without limitation, the Common Property, by any of the Tenant's Work.
All of Tenant's Work shall be performed at Tenant's cost and expense and free of
any expense to Landlord and free of any liens on Landlord's fee simple  interest
or on Tenant's leasehold interest in the Premises.

      3.5.  Construction  Schedule.  Prior to the commencement of Tenant's Work,
Tenant  shall  furnish  to  Landlord  a  detailed   construction   schedule  and
thereafter,  shall promptly notify Landlord of any substantial  changes therein.
If there  should at any time be a stoppage of work in excess of, or  anticipated
by Tenant to be in  excess  of,  fifteen  (15)  days and such  stoppage  was not
provided  for  in the  construction  schedule,  Tenant  shall  promptly  provide
Landlord with written notice thereof, together with a statement of the reason or
reasons  therefore.  Landlord may declare that an Event of Default by Tenant has
occurred if all work on  constructing  Tenant's Work ceases for more than thirty
(30)  consecutive  days or if all  construction  work is not completed as of the
"Tenant's Work Completion Date" as set forth on the  construction  schedule (the
Force Majeure  article  hereof shall be  inapplicable  to the provisions of this
Section  for a period in excess of thirty  (30) days in the  aggregate).  Tenant
recognizes  that, from time to time,  there may be other on-going  activities in
the Building or in other  portions of Downtown  Celebration,  and if so,  Tenant
agrees to  coordinate  Tenant's  Work with such  other  activities  so as not to
interfere with such other on-going activities.  Landlord shall have the right to
inspect any of Tenant's  Work at all times during  normal  working  hours and to
send to the  Premises for that  purpose (at its own  expense)  such  architects,
engineers and other  technical  persons as it may deem necessary so long as such
inspections and persons maintained at the Premises do not unreasonably interfere
with Tenant's Work (but Landlord shall not thereby assume any responsibility for
the proper  performance of the work in accordance  with the terms of this Lease,
nor any liability arising from the improper performance thereof).

      3.6.  Completion.   Upon  substantial   completion  of  Tenant's  Work  in
accordance with the Plans and  Specifications,  Tenant shall procure and provide
Landlord with a copy of: (i) a  certificate  of occupancy  from the  appropriate
governmental   authorities  verifying  the  substantial  completion  thereof  as
aforesaid;  and (ii) a certificate  from the  architect(s) in charge of Tenant's
Work  verifying  that  Tenant's Work has been  completed in accordance  with the
Plans and  Specifications.  The issuance of the foregoing shall not be deemed to
relieve Tenant of its  obligation  under the terms of this Lease to complete any
such work in accordance with the Plans and  Specifications.  Promptly  following
completion of Tenant's Work,  Tenant shall deliver to Landlord a complete set of
"as built" drawings for the Premises detailing all of Tenant's Work.

      3.7.  Obligations of Tenant Prior to and Upon Entry. Prior to entering the
Premises,  Tenant shall  furnish to Landlord  evidence of insurance  coverage as
required  in Article 13 hereof,  and,  in  addition,  shall  deliver to Landlord
satisfactory  proof  that  all  workmen  of  Tenant,  if  any,  and  all  of its
contractors and subcontractors  entering upon the Premises,  shall be covered by
workers' compensation insurance as required by law. Landlord may require Tenant,
before  entering upon the Premises for  performance of Tenant's Work, to give to
Landlord proof reasonably satisfactory to Landlord of Tenant's financial ability
to complete and fully pay for Tenant's Work prior to opening for  business,  or,
in lieu  thereof,  either:  (a) to  furnish  to  Landlord  a bond  in an  amount
satisfactory  to Landlord,  written by a surety company  acceptable to Landlord,
guaranteeing  the  completion  of  Tenant's  Work free of all  liens;  or (b) to
deposit in escrow with Landlord  (without any obligation on the part of Landlord
to pay interest thereon),  the estimated sum required to complete Tenant's Work,
in which event Landlord will disburse such sums as Tenant's Work is performed in
the Premises.

      3.8.  Additional  Remedies - Failure to Complete  Tenant's Work. If Tenant
fails to  complete  Tenant's  Work,  if any,  on or  before  the  Tenant's  Work
Completion  Date,  Landlord  may,  at its  option,  in  addition  to and  not in
limitation of Landlord's other remedies, enter upon the Premises and either: (a)
restore the Premises to the condition it was in before  Tenant began  completing
Tenant's  Work;  or (b) do  whatever is  required  to  complete  Tenant's  Work,
including,  in  either  case,  but not  limited  to,  taking  possession  of all
materials,  plans,  tools,  fixtures,  machines  and  other  equipment  situated
therein,  and  proceeding  with  all  of  Tenant's  contracts,   using  Tenant's
contractors,  and  Landlord  shall have no  liability  to Tenant for any loss or
damage  resulting in any way from such action by Landlord,  and Tenant agrees to
pay promptly upon demand any expense incurred by Landlord in taking such action,
with interest thereon, at the Default Rate, if not so paid on demand.


                                       8
<PAGE>

4. UTILITIES.
   ----------

      4.1.  Landlord's  Election to Supply.  Landlord shall exercise  reasonable
efforts  to cause  the  appropriate  utility  companies  to  provide  reasonable
quantities of  electricity  and water  sufficient to meet the Permitted Use. The
cost of reasonable usage (i.e.  consumption) of such utilities shall be included
in  "Building  Common  Expenses" in  accordance  with  Section  11.4;  provided,
however,  that Landlord  reserves the right to separately  meter or submeter the
same and collect  from Tenant (in  addition to  Building  Common  Expenses),  as
Additional  Rent,  the amount,  if any, by which  Tenant's  consumption of these
utilities  exceeds the average square foot  consumption of electricity and water
in other leased premises in the Building.  In addition,  Landlord shall have the
right to install  check-meters in the Premises or the Building (as  appropriate)
from  time  to time  in  order  to  determine  the  amount  of  Tenant's  actual
consumption  of utilities.  In the event  Landlord shall elect or be required to
install in the Premises or the Building,  individual meters,  submeters or other
devices to measure any or all of the utilities consumed in the Premises,  Tenant
shall pay to Landlord  the costs and  expenses  incurred for said meters and the
installation thereof in the Premises.

      4.2.  Interruption of Utility  Services.  Notwithstanding  anything to the
contrary  contained  in  this  Lease,   Landlord  shall  have  no  liability  or
responsibility  for any loss or damage occasioned by any interruption or failure
in the supply of any utility  services  to the  Premises  or  occasioned  by any
required  termination  of such utility  services  necessary to effect repairs or
improvements  or  occasioned  by any other  interruption  or  cessation  of such
utility services for any cause or reason. No such  interruption,  termination or
cessation  of utility  services  shall  relieve  Tenant of any of its duties and
obligations  pursuant  to  this  Lease,  including,   without  limitation,   its
obligation to pay all Rents as and when the same shall be due.

      4.3.  Heating  and  Air  Conditioning  Service.  Landlord,  as part of its
development  and  construction  of  Downtown  Celebration,   has  installed  the
Condenser  Water  System and the HVAC  System.  Notwithstanding  the  foregoing,
Landlord  shall not be  obligated  to  furnish  additional  heating  and/or  air
conditioning  for  computers  or  special  equipment,  and in no event  warrants
against damage to same or the condition of same. Landlord shall not be liable to
Tenant  for  any  interruption  or  failure  in the  supply  of  heating  or air
conditioning service and no interruption, termination or cessation thereof shall
relieve  Tenant of any of its duties and  obligations  pursuant  to this  Lease,
including,  without limitation,  its obligation to pay all Rents as and when the
same shall be due.

5.  SIGNAGE.  Tenant shall  neither place or maintain nor suffer to be placed or
maintained  (i) any sign,  lettering or  advertising  matter  (herein  sometimes
referred to  collectively  as "Signs") on the exterior of the Premises or on the
glass of any window or door of the  Premises,  or (ii) Tenant shall not paint or
decorate any part of the exterior of the  Premises,  or any part of the interior
of the Premises  which shall be visible  from the  exterior  thereof or from the
Common Property,  without, in each instance,  first obtaining Landlord's written
approval,  which  approval  Landlord  may  withhold  in its  sole  and  absolute
discretion.  Initial placement of, and any modifications to, or replacements of,
such Signs shall be at the sole cost and expense of Tenant.  If Tenant  fails to
comply with this Section, Landlord shall have the right, in addition to, and not
in limitation of, its other rights and remedies,  to remove the same and restore
the Premises to the  condition in which the same were prior to such act, and the
cost of such removal  and/or  restoration  shall be paid by Tenant as Additional
Rent on demand.  Tenant  also  agrees  that it shall not place or  maintain  any
free-standing  Signs or sign  standards  or  other  advertising  or  promotional
materials or media within or upon any of the Common Property (including, without
limitation,  any  exterior  sidewalks,  hallways or  walkways  of the  Building)
without the prior  written  consent and approval of Landlord,  which consent and
approval  Landlord  may  withhold  in its  sole  and  absolute  discretion.  Any
flashing,  beacon,  strobe,  chaser or other forms of special  attention-getting
lighting are prohibited.  Additionally, Tenant shall not conduct or stage within
or from the  Premises or upon or from the Common  Property,  or permit any third
party to conduct or stage within or from the Premises or upon or from the Common
Property, any advertising or promotional or other media events without the prior
written  consent and approval of Landlord,  which consent and approval  Landlord
may withhold in its sole and  absolute  discretion.  Tenant  shall  maintain all
Signs in a neat,  clean and orderly  fashion and in good condition and repair at
all times. At the end of the Term or earlier  termination of this Lease,  Tenant
shall,  at its  expense,  remove all of its Signs from the  Building  and,  upon
removal  thereof,  at its  expense,  repair any damage to the  Premises and said
Building caused by such removal.

6. USE AND OPERATION OF PREMISES.
   ------------------------------

      6.1.  Permitted Use. Tenant shall continuously use and occupy the Premises
solely and  exclusively for the Permitted Use and for absolutely no other use or
purpose whatsoever. All uses other than the Permitted Use are "Restricted Uses".
In the event that Tenant or any of its agents or employees  shall fail to comply
with the foregoing  provisions of this Section 6.1, the same shall constitute an
Event of Default by Tenant of its  obligations  under this Lease and then Tenant
shall,  without  affecting or limiting any of the rights and remedies  otherwise
available  to  Landlord  pursuant  to the terms and  provisions  of this  Lease,
indemnify,  defend,  save and hold  Landlord  harmless  from  and  against,  and
reimburse Landlord for, any and all obligations,  damages,  injunctions,  suits,
fines,  penalties,


                                       9
<PAGE>

demands,  claims,  costs,  expenses,  actions,  liabilities,
proceedings  and  losses of  whatever  nature  (including,  without  limitation,
Attorneys' Fees),  arising from such failure to so comply with the provisions of
this Section 6.1.

      6.2.  Name.  Throughout  the term of this Lease,  Tenant shall operate and
conduct its business on, in and from the Premises  under the Permitted  Name and
under no other name or trade name without the prior written consent and approval
of Landlord,  which consent or approval may be withheld in  Landlord's  sole and
absolute discretion,  it being expressly  acknowledged and agreed to by Landlord
and  Tenant  that the use by  Tenant  of the  Permitted  Name  has  established,
developed and attached to that name or trade name  considerable name recognition
and customer goodwill,  and that the continued use of that name or trade name is
a material  consideration  for and  inducement to  Landlord's  execution of this
Lease and its demise of the Premises to Tenant.

      6.3.  Continuous  Operation;  Hours of Operation.  The actual  opening and
continuous  operation of Tenant's  business  permitted by the Permitted Use upon
the  Premises  is a material  consideration  for and  inducement  to  Landlord's
execution of this Lease and demise of the Premises to Tenant. Accordingly, there
shall  be  no  abandonment   or  vacancy  of  the  Premises,   or  cessation  or
discontinuance   of  the  operation  of  Tenant's  business  or  change  in  the
above-described Permitted Use of the Premises, without the prior written consent
and  approval  of  Landlord,  which  consent  or  approval  may be  withheld  in
Landlord's  sole and absolute  discretion.  Tenant shall operate its business in
the  Premises  (except  when  impracticable  due to casualty or eminent  domain)
Monday  through  Friday of each week between the hours of 9:00 a.m. to 5:00 p.m.
("Operating Hours"). At Tenant's election,  Tenant may also operate its business
in the  Premises  Saturday and Sunday of each week any time between the hours of
9:00 a.m. to 5:00 p.m.

      6.4.  Compliance  with Laws.  The  Premises  and all  business  operations
conducted by Tenant on, in and from shall at all times be in compliance with all
applicable laws, ordinances,  statutes, rules,  regulations,  orders, directions
and requirements of federal, state, county and municipal governments (including,
without  limitation,  the  ADA)  and  of  all  other  governmental  agencies  or
authorities  having or claiming  jurisdiction  over the Premises or the business
activities  conducted  thereon,  therein  or  therefrom,  and of  all  of  their
respective  departments,  bureaus,  agencies or officers,  and of any  insurance
underwriting  board or  insurance  inspection  bureau  having or  claiming  such
jurisdiction or any other body exercising similar functions and of all insurance
companies  from time to time selected by Landlord to write policies of insurance
covering the  Building  and/or other  portions of Downtown  Celebration  and any
business or business activity conducted therein or therefrom.

      6.5.  Compliance  with Rules.  The Premises  and all  business  operations
conducted by Tenant on, in and from the Premises  from time to time shall at all
times be in compliance  with rules and  regulations  promulgated by (i) Landlord
for and with respect to the operation of the Premises and Downtown  Celebration,
and (ii) the  Association  for and with respect to the operation of the Premises
and  Downtown   Celebration  pursuant  to  the  provisions  of  the  Association
Declaration  as the same may be changed,  amended or modified from time to time.
The  failure of Tenant to comply  with,  abide by or conform  to, said rules and
regulations  following  written  notice of failure by Landlord to Tenant,  shall
constitute an Event of Default by Tenant under this Lease. Landlord shall not be
liable  or  responsible  to  Tenant  for the  violation  of any such  rules  and
regulations  by any other tenant of Downtown  Celebration or any other person or
party, and the failure to enforce any such rules and regulations  against Tenant
or any other  tenant of Downtown  Celebration  shall not  constitute a waiver of
Landlord's  right  to do so,  nor  shall  it be  deemed a  default  by  Landlord
hereunder,  or excuse  compliance  therewith by Tenant.  Tenant shall and hereby
agrees to indemnify,  defend,  save and hold Landlord harmless from and against,
and  reimburse  Landlord  for, any and all  obligations,  damages,  injunctions,
suits, fines, penalties, demands, claims, costs, expenses, actions, liabilities,
proceedings  and  losses of  whatever  nature  (including,  without  limitation,
Attorneys'  Fees),  incurred by Landlord arising directly or indirectly from, on
account,  or by reason of Tenant's  failure to comply with any applicable  rules
and  regulations.  A  copy  of  the  existing  Downtown  Celebration  rules  and
regulations  promulgated by Landlord are attached  hereto as Exhibit "F". A copy
of any existing  rules and  regulations  promulgated by the  Association  may be
obtained from the Association.

      6.6. CDD and Association.  Tenant acknowledges that the real property upon
which  Downtown   Celebration  is  located  is  encumbered  by  the  Association
Declaration and that Landlord, as owner of Downtown Celebration,  is a member of
the  Association.  Tenant  further  acknowledges  that Downtown  Celebration  is
located in the CDD.  Accordingly,  pursuant to the  provisions  of Section  11.2
hereof,  Tenant agrees to pay its proportionate  share of the assessments levied
against Landlord by the Association pursuant to the Association  Declaration for
the  operation,  maintenance  and  management of the real and personal  property
owned or  operated  by the  Association,  as well as the taxes  and  assessments
levied against Landlord by the CDD for the establishment, operation, maintenance
and management of the improvements undertaken by the CDD.


                                       10
<PAGE>

7. ENVIRONMENTAL COMPLIANCE.
   -------------------------

      7.1. No Storage or Disposal.  Tenant shall not install, store, use, treat,
transport or dispose (or permit or acquiesce in the installation,  storage, use,
treatment,  transportation,   discharge  or  disposal  by  Tenant,  its  agents,
employees,   independent  contractors,  or  subtenants)  on  the  Premises,  the
Building, the Common Property or any other portions of Downtown Celebration any:
(a)  asbestos  in  any  form;  (b)  urea  formaldehyde   foam  insulation;   (c)
transformers or other equipment which contain dielectric fluid containing levels
of polychlorinated biphenyls 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/or
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 Premises or any
other portions of Downtown  Celebration,  and which is either: (i) in amounts in
excess of that  permitted  or deemed safe under  applicable  law; or (ii) 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
hereinafter as "Hazardous  Materials").  Tenant shall,  at Tenant's own expense,
comply  with any  presently  existing  or  hereafter  enacted  laws  relating to
Hazardous  Materials  (collectively,  "Cleanup Laws"). In furtherance and not in
limitation of the  foregoing,  Tenant shall,  at Tenant's own expense,  make all
submissions to, provide all information to, and comply with all  requirements of
the appropriate  governmental authority (the "Authority") under the Cleanup Laws
and shall promptly  supply  Landlord with copies of any notices,  correspondence
and  submissions  made by Tenant to or received by Tenant from any  governmental
authorities concerning environmental matters or Hazardous Materials.  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 or discharged in the Building or
on the Premises,  or on any portion of the Common  Property or any other portion
of  Downtown   Celebration  by  Tenant,  its  agents,   employees,   independent
contractors  or  subtenants  during the Term of this  Lease,  Tenant  shall,  at
Tenant's  own  expense,  prepare  and submit the  required  plans and  financial
assurances and carry out the approved plans in accordance with such Cleanup Laws
and to Landlord's satisfaction. At no expense to Landlord, Tenant shall promptly
provide all  information  requested by Landlord for preparation of affidavits or
other  documents  required by Landlord to  determine  the  applicability  of the
Cleanup Laws to the Building,  the  Premises,  or any such portion of the Common
Property or any other portion of Downtown  Celebration,  as the case may be, and
shall sign the affidavits  promptly when requested to do so by Landlord.  Tenant
shall indemnify,  defend, save and hold Landlord harmless from and against,  and
reimburse Landlord for, any and all obligations,  damages,  injunctions,  fines,
penalties,  demands,  claims,  costs,  expenses,  actions,  liabilities,  suits,
proceedings  and  losses of  whatever  nature  (including,  without  limitation,
Attorneys'  Fees),  and all 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 or discharge  of Hazardous  Materials in the
Building or on the  Premises,  or on any  portion of the Common  Property or any
other  portion  of  Downtown  Celebration  by  Tenant,  its  agents,  employees,
independent contractors or subtenants during the Lease Term; and from all fines,
suits,  procedures,  claims and  actions  of any kind  arising  out of  Tenant'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.

      7.2.  Survival.  Tenant's  liability pursuant to the terms of this Article
shall survive the expiration or earlier termination of this Lease.

8. SECURITY DEPOSIT
   ----------------

      8.1.  The Deposit.  Tenant has,  concurrently  with the  execution of this
Lease, deposited with Landlord, and Landlord hereby acknowledges receipt of, the
Deposit in the amount set forth in Section  1.1 of this  Lease,  which  shall be
held by  Landlord,  without  accrual  of  interest  for the  benefit  of Tenant,
throughout the Term (except as otherwise  provided herein),  as partial security
for the faithful  performance  by Tenant of all the terms and provisions of this
Lease to be kept,  observed and  performed by Tenant.  The Deposit  shall not be
pledged,  assigned,  transferred,  mortgaged or otherwise  encumbered  by Tenant
without the express  prior  written  consent of Landlord,  which  consent may be
granted or withheld in Landlord's sole and absolute discretion, and any such act
on the part of Tenant shall be without force and effect and shall not be binding
upon Landlord.  Any funds paid by Tenant to Landlord as a Deposit pursuant o the
terms of this Lease may be commingled  with other funds of Landlord and need not
be placed in trust,  deposited  in  escrow  or  otherwise  held in a  segregated
account.

      8.2.  Application of Deposit.  If any of the Rents herein  reserved or any
other sum of money payable by Tenant to Landlord  hereunder  shall be overdue or
unpaid,  or should  Landlord make  payments or advances on behalf of Tenant,  or
should Tenant fail to perform any of the terms of provisions of this Lease, then
Landlord, at its option and without prejudice to any other right or remedy which
Landlord  may have on  account  thereof,  may  appropriate  and apply the entire
Deposit,  or so much  thereof as may be  necessary  to  compensate  of reimburse
Landlord  for the payment of any Base Rent,  Additional  Rent,  or other sum due
from  Tenant  to  Landlord  hereunder,  or for any loss or damage  sustained  by
Landlord  due to such  failure,  breach,  or  default  on the  part  of  Tenant,


                                       11
<PAGE>

including,  without limitation,  Attorneys' Fees incurred by Landlord on account
thereof,  and Tenant  shall  forthwith,  upon  demand of  Landlord,  restore the
Deposit to the original amount thereof, as aforesaid.  Failure to so restore the
Deposit shall constitute an Event of Default of Tenant's  obligations under this
Lease.

      8.3. Return of Deposit.  If Tenant shall fully comply with,  abide by, and
perform each and every one of the terms and  provisions of this Lease during the
term hereof and  promptly  pay to Landlord  all Rents and all other sums payable
hereunder  by Tenant to Landlord as they become due,  any portion of the Deposit
not  appropriated  or applied by Landlord in accordance  with the  provisions of
this Article shall be returned to Tenant,  without interest,  within thirty (30)
days after the end of the Term of this Lease.  Landlord shall not be required to
return the Deposit,  nor shall interest accrue,  unless and until the Tenant has
delivered to Landlord  properly  completed tax reporting  documents  (including,
without limitation,  a validly issued taxpayer  identification number for Tenant
and a Form W-9).

      8.4.  Third Party Claims on Deposit.  In the event of  bankruptcy or other
creditor debt proceedings  against Tenant which result in a third party claim on
the Deposit,  the Deposit  shall be deemed to be first applied to the payment of
Rents and other sums due  Landlord  for all periods  prior to the filing of such
proceedings.

      8.5. Transfer of Deposit.  Landlord may deliver the Deposit to a purchaser
or  transferee  of  Landlord's  interest in the Building or any other portion of
Downtown  Celebration  in the event  that  such  interest  be sold or  otherwise
transferred  or conveyed,  and Landlord shall  thereupon be discharged  from any
further liability or obligation to Tenant with respect to the Deposit.

9. RENT.
   -----

      9.1.  Rent.  Each  Lease Year  throughout  the Term,  Tenant  shall pay to
Landlord,  in lawful  money of the United  States of America,  without any prior
demand by Landlord and without any deduction or set-off,  as rent  hereunder,  a
combination of Base Rent and Additional Rent. All such payments of Rent shall be
made at the time, in the manner and in the amounts hereinafter specified in this
Article 8.1 and in Article 11 by check  payable to Landlord  mailed or delivered
to Landlord at the Address for Payments or to such other person or at such other
address as Landlord may hereafter designate by written notice to Tenant.  Tenant
shall and  hereby  agrees to pay to  Landlord  during  each Lease Year an annual
guaranteed  minimum  sum as base rent (the "Base  Rent") as set forth in Section
1.1 of this Lease. Base Rent for the Lease Term shall commence as of, and be due
and payable in full on the Commencement Date. However, at the option and for the
convenience  of  Tenant,  and so long as Tenant  shall not be in  default of its
obligations  under this Lease,  the Base Rent for each Lease Year may be paid by
Tenant to Landlord in equal monthly installments, in advance, on the first (1st)
day of each calendar  month during the Lease Term. If the  Commencement  Date is
not on the first day of a calendar  month,  Base Rent due for the period between
the  Commencement  Date and the first (1st) day of the next succeeding  calendar
month  shall be prorated  on a per diem basis at the  monthly  installment  rate
specified in Section 1.1.  Additionally,  as applicable,  Base Rent for the last
month of the Lease Term shall be prorated on a per diem basis.

      9.1.1.  Commencing in the second Lease Year, and for each succeeding Lease
Year,  the Base Rent  payable by Tenant shall be increased by the greater of (i)
three  percent  (3%); or (ii) that sum (but in not event less than the Base Rent
payable for the preceding Lease Year),  which is derived by multiplying the Base
Rent payable for the preceding Lease Year by a fraction,  the numerator of which
shall be the "CPI Index" (as  defined  below) in effect for the  calendar  month
which is two (2) calendar  months prior to the calendar month in which the first
day of the Lease  Year for which the  adjustment  is to be made  occurs  and the
denominator  of which shall be the "CPI Index" in effect for the calendar  month
which is two (2) calendar  months prior to the calendar month in which the Lease
Year Commencement Date occurs. The term "CPI Index", as used herein,  shall mean
the Consumer Price Index for All Urban  Consumers  (CPI-U) - U.S.  Average,  All
Items (1982-1984 = 100), published by the Bureau of Labor Statistics of the U.S.
Department  of  Labor  ("CPI");  provided,  however,  that if the CPI  shall  be
discontinued,  the CPI Index shall be the index of  Consumer  Prices in the U.S.
most  closely  comparable  to the  discontinued  CPI Index,  after  making  such
adjustments  in items  included or method of computation as may be prescribed by
the agency  publishing  the same,  or as otherwise may be required to compensate
for  changes  subsequent  to the Lease Year  Commencement  Date.  In the event a
comparable  substitute  index is not  available,  then the price  index  used in
making  the  CPI-based  adjustments  provided  for in this  Lease  shall  be the
successor  thereto,  compiled and  published  by an agency of the United  States
government,  which  determines the purchasing  power of the dollar.  If Landlord
determines  that there is no such index  compiled and  published by an agency of
the United States government,  then a nationally  recognized firm of independent
certified  public  accountants  designated by Landlord  shall select a successor
price  index,  government  or  private,  which  best  reflects  changes  in  the
purchasing  power  of the  dollar,  and  the  decision  of said  accountants  in
selecting  such successor  price index to be used  hereunder  shall be final and
binding  upon the  parties.  Landlord  shall  pay the  fees of said  accountants
payable in respect of their  selection of such  successor  price  index.  In the
event the base  reference  year used in computing the CPI is changed  during the
Term,  the  1982-84 = 100 index  published  concurrently  by the Bureau of Labor
Statistics  shall  continue  to  be  used  in  the  calculation  of


                                       12
<PAGE>

adjustments hereunder;  provided, however, that in the event the Bureau of Labor
Statistics  ceases  to  currently  publish  the  1982-84 = 100  index,  then the
adjustments  provided for in this Lease shall be  calculated  based upon the new
base year index,  and in such event Landlord shall apply a conversion  factor to
such new  index  for the  purpose  of making  such new  index as  comparable  as
practicable  with the prior base year index.  Such  conversion  factor  shall be
obtained  from the  Bureau of Labor  Statistics  if in fact the  Bureau of Labor
Statistics publishes such a conversion factor, otherwise a nationally recognized
firm of  certified  public  accountants  designated  by Landlord  shall select a
conversion factor.

      9.2. Late Payments.  If Tenant shall fail to pay when due any Rents or any
other  sums due by  Tenant to  Landlord  under or  pursuant  to this  Lease,  in
addition to and not in  limitation  of any other rights or remedies of Landlord,
such unpaid  amounts  shall bear  interest at the Default Rate and, in addition,
Tenant  shall pay on each  occasion,  as  Additional  Rent,  a fee equal to five
percent (5%) of the past due sum for administrative expenses associated with the
collection and processing of late payments. In the event that any check received
by Landlord on account of any Rent required to be paid by Tenant  hereunder,  or
any other sums required to be paid by Tenant hereunder,  is returned by the bank
for  insufficient  funds, in addition to any other right or remedy  available to
Landlord hereunder as a result of Tenant's default,  Tenant shall pay Landlord a
"Returned Check Fee" equal to five percent (5%) of the face amount of the check,
to reimburse  Landlord for costs and expenses incurred by Landlord in connection
with such returned  check.  If more than twice during the Term of this Lease any
check(s)  delivered  to  Landlord  by Tenant is (are)  returned  by the bank for
insufficient  funds,  Landlord  may,  at  its  option,  on or  after  the  third
occurrence  of such an event,  declare  that an Event of  Default  has  occurred
hereunder  and  proceed to  exercise  all of its rights and  remedies  set forth
herein, or at law or in equity,  and without being required to provide notice to
Tenant or any opportunity to cure such default by Tenant,  which would otherwise
be  required  by  Section  25.5  hereof.  Tenant's  obligation  to pay Rent is a
covenant independent of Landlord's obligations under this Lease.

      9.3.  Additional  Rent. If Landlord shall make any  expenditure  for which
Tenant is  responsible  or liable  under this Lease,  or if Tenant  shall become
obligated  to  Landlord  under this Lease for any sum other than Base Rent,  the
amount  thereof,  together with interest  thereon at the Default Rate,  shall be
deemed to constitute additional rent (the "Additional Rent"), whether or not the
same be so  designated,  and shall be due and  payable  by  Tenant  to  Landlord
simultaneously  with the next succeeding monthly  installment of Base Rent or at
such other time as may be  expressly  provided  in this Lease for the payment of
the same.

      9.4.  Sales Tax.  In addition  to the Base Rent,  Additional  Rent and any
other sums or amounts required to be paid by Tenant to Landlord  pursuant to the
provisions  of this Lease,  Tenant  shall also pay to Landlord the amount of any
applicable  sales,  use or excise tax on any such Rents or other sums or amounts
so paid by Tenant to Landlord,  whether the same be levied,  imposed or assessed
by the  State of  Florida  or any other  federal,  state,  county  or  municipal
governmental entity or agency. Any such sales, use or excise taxes shall be paid
by Tenant to  Landlord  at the same time that each of the Base Rent,  Additional
Rent or any other sum or amount with respect to which such taxes are payable are
paid by Tenant to Landlord.

      9.5.  Net Rents.  It is the express  intention of Landlord and Tenant that
all Rents for which  provision  is made in this Lease  shall be net rents,  such
that Tenant  shall pay and  Landlord  shall  receive the same in addition to and
free from any and all costs,  charges,  expenses and damages that,  and which by
the  provisions of this Lease,  are made  expressly,  although in general terms,
payable by Tenant; specifically including,  without limitation,  Tenant's agreed
upon share of those taxes,  insurance  premiums and operating  expenses to which
references  are made in Article 11 of this Lease.  All Rents and other  payments
due to Landlord  from Tenant under this Lease shall be due and payable and shall
be paid by  Tenant  to  Landlord  free  from and  without  regard to any and all
claims,  demands or set-offs of any nature  whatsoever  which Tenant may have or
allege to have against  Landlord,  and all such payments shall,  upon receipt by
Landlord, be and remain the sole and absolute property of Landlord.

      9.6. No Guaranty of Business Success.  Tenant acknowledges and agrees that
neither  Landlord nor any of its  Affiliates has made (and further that Landlord
and  its  Affiliates   hereby  absolutely   disclaim)  any  promise,   guaranty,
representation  or warranty of any kind or nature whatsoever with respect to the
success  or  failure  of the  business  to be  conducted  by Tenant  within  the
Premises,  including, without limitation, the maximum or minimum amount of Sales
that may be received by Tenant at any time during the Term or the advertising or
marketing  activities  or  promotional  exposure  that Landlord may provide with
respect to the Premises (it being  acknowledged  and agreed by the parties that,
except as may be expressly  provided  otherwise in this Lease,  neither Landlord
nor its Affiliates  shall have any  obligation or duty  whatsoever to advertise,
market or promote the Premises in any manner). Furthermore,  Tenant acknowledges
and agrees,  that: (i) Landlord and its  Affiliates are actively  engaged in the
business of developing Downtown Celebration; (ii) one or more of such businesses
in Downtown  Celebration  could be competitive  with respect to the Premises (it
being understood and agreed that no territoriality  rights or exclusivities have
been  granted  by  Landlord  to  Tenant  under  this  Lease or under  any  other
agreement);  and (iii) Landlord and its Affiliates shall be absolutely entitled,
notwithstanding  any term,  provision or duty (whether  expressed or implied) on
the part of Landlord,  to make decisions and to take such actions and courses of
dealings  with  respect  to  such  business   interests  of  Landlord  (and  its
Affiliates)  as  Landlord  (and  its  Affiliates)   deems   appropriate  in  its
discretion,


                                       13
<PAGE>

irrespective of whether any such decision, action or course of dealing may be in
the best  interests of the Premises in particular.  As a material  inducement to
Landlord to enter into this Lease, Tenant, for itself and its Affiliates, hereby
waives and releases  Landlord,  its  Affiliates and their  respective  officers,
directors,  shareholders, agents, contractors and employees from and against any
claim  (whether  present or future)  for loss,  damage or expense of any kind or
nature arising out of or with respect to any matter acknowledged or agreed to by
Tenant in this Section.

      9.7. Survival.  The provisions of this Article 8.1 which, by their context
or  application,  are intended to do so, shall survive the expiration or earlier
termination of this Lease.

10. COMMON PROPERTY.
    ----------------

      10.1.  Tenant's  Right  to Use  Common  Property.  Tenant  shall  have and
Landlord  hereby  grants  to  Tenant  and  its  employees,  customers,  patrons,
suppliers,   licensees  and  invitees,  during  the  Term  of  this  Lease,  the
non-exclusive right,  privilege and license to use and enjoy the Common Property
in common with Landlord and all others entitled to such use, including,  without
limitation,  all tenants of Downtown Celebration and their respective employees,
customers, patrons, suppliers,  licensees and invitees; subject, however, at all
times,  to  the  rules  and  regulations  promulgated  by  Landlord  and/or  the
Association  from time to time,  and to the terms and  provisions of this Lease,
and subject  further to  Landlord's  right to grant to tenants  within  Downtown
Celebration  the  exclusive  right to use  portions of the Common  Property  for
signage  and  advertising  purposes  and  for  the  construction,  installation,
maintenance  and  repair  of  trash/garbage  dumpster  facilities  to serve  the
premises leased by such tenants and the businesses  operated by such tenants, or
such  other  use as  Landlord  may  deem  necessary  in its  sole  and  absolute
discretion.  Notwithstanding  the  foregoing,  Landlord shall have the right and
option to grant to third parties the exclusive  right to conduct any business or
render any  service in or to any  portion of  Downtown  Celebration,  including,
without limitation, the Building in which the Premises is located, provided such
exclusive  right  shall not  operate to exclude  Tenant  from the use  expressly
permitted  in this  Lease.  In the event that  Landlord  deems it  necessary  to
discourage  non-customer  use or prevent  the  acquisition  of public  rights in
Downtown  Celebration,  or prevent a  dedication  thereof or the  accrual of any
rights to any person or to the public therein, and, in particular,  with respect
to any  portion  of the  Common  Property,  Landlord  may,  from  time to  time,
temporarily close all or portions of the Common Property, erect private boundary
markers,  or take  such  other  steps  as it deems  appropriate  in its sole and
absolute  discretion  for that  purpose  and no such  action  shall be deemed to
constitute  or  considered  as an eviction  or  disturbance  of  Tenant's  quiet
enjoyment or possession  of the Premises so long as such steps are  accomplished
without  substantial  disruption  of Tenant's  business.  Landlord  reserves the
right, from time to time and at any time in its sole and absolute discretion, to
perform  maintenance,  repairs and alterations to, and reduce or expand the size
of, Downtown  Celebration and its various  improvements  and component parts; to
change  the  name,  size,  number,  design,  configuration,  location  and legal
description of any Buildings  located within  Downtown  Celebration,  including,
without  limitation,  that of the  Building,  and to  build  additional  stories
thereon  and  erect in  connection  with  any  construction  thereof,  temporary
scaffolds and other  construction  aids (provided,  however,  that access to the
Premises  by  Tenant  shall  not be  denied)  and to  thereby  change  the size,
configuration,  location and legal description of the Common Property.  Landlord
also reserves the right to change the size, configuration, layout and pedestrian
or vehicular traffic circulation pattern of all facilities and improvements from
time to time located,  developed and constructed on the Common Property,  and to
enter into,  modify and terminate  easements and other agreements  pertaining to
the  maintenance  and use of the parking areas and other  portions of the Common
Property.  Landlord  further  reserves  the right to install and  operate  music
program  services and loud speaker  systems within the Common  Property.  Tenant
agrees to cooperate with Landlord with respect to Landlord's  exercise of any of
the foregoing rights.

      10.2.  Management of Common  Property.  The Common  Property  shall at all
times be subject to the exclusive  management and control of Landlord.  Landlord
shall  manage,  operate  and  maintain  (or cause to be  managed,  operated  and
maintained) the Common Property and all facilities and improvements from time to
time located, developed and constructed thereon specifically including,  without
limitation,  all lawn,  landscaping and planting areas, in a first-class  manner
and state and condition of appearance and repair,  and the cost thereof shall be
deemed to be a Downtown  Celebration Common Expense,  Building Common Expense or
Downtown  Celebration  Office Common  Expense,  as applicable.  Landlord  hereby
reserves,  and shall at all times  hereafter  have,  the right,  in its sole and
absolute  discretion,  to  delegate  the  management  of the Common  Property by
contract to a third party of its choice.

      10.3. Employee Parking.  Landlord shall have the right, from time to time,
to designate  within the Common Property  certain areas of Downtown  Celebration
for tenant and tenant  employee  parking,  and Tenant agrees that Tenant and its
employees  shall not  thereafter  park in any  portion of  Downtown  Celebration
except  those  areas so  designated  by  Landlord.  In order to  facilitate  the
enforcement of such  restriction on Tenant and employee  parking,  Tenant agrees
that it shall,  upon  Landlord's  request,  furnish and provide to Landlord  the
automobile license tag numbers of all Tenant and employee vehicles.


                                       14
<PAGE>

11. COMMON EXPENSES.
    ----------------

      11.1. Tenant's Payment of Common Expenses.

            11.1.1 During each month of the Term of this Lease commencing in the
first  month in which  Base  Rent is  payable  by  Tenant,  Tenant  shall pay to
Landlord,  as Additional Rent, in advance and  simultaneously  with each monthly
installment of Base Rent, and without demand, deduction or set-off,  one-twelfth
(1/12) of: (i)  Tenant's  Share of the  Designated  Office Share of the Downtown
Celebration  Common  Expenses;  (ii)  Tenant's  Share  of  the  Building  Common
Expenses;  and (iii)  Tenant's Share of the Downtown  Celebration  Office Common
Expenses (the  foregoing  expenses,  specifically  excluding  real estate taxes,
property  insurance  and  utilities,  shall be  collectively  referred to as the
"Common  Expenses") (all as more  particularly  described in Sections 11.2, 11.3
and 11.4 below),  together with all applicable  sales and use taxes thereon,  if
any, for each respective year during which the Term of this Lease occurs,  based
upon  estimates  thereof  made by  Landlord  from time to time.  Landlord  shall
provide Tenant with  estimates of such expenses at or prior to the  Commencement
Date. Initially,  Tenant shall pay such amounts based upon such estimates.  Such
estimates may be revised at any time and from time to time,  and shall take into
account the actual  amount of Downtown  Celebration  Common  Expenses,  Downtown
Celebration  Office Common Expenses and Building Common Expenses,  respectively,
for all previous  years,  if  available,  together with  Landlord's  estimate of
anticipated  Downtown  Celebration Common Expenses,  Downtown Celebration Office
Common  Expenses and Building  Common  Expenses,  respectively,  for the current
year.  Should the Downtown  Celebration  Common Expenses,  Downtown  Celebration
Office Common  Expenses or Building Common  Expenses be  underestimated  for any
period,  Tenant shall pay to Landlord,  upon demand,  any deficiency between the
estimated  installments  with  respect  thereto  previously  made by  Tenant  to
Landlord  and  the  actual  Downtown   Celebration  Common  Expenses,   Downtown
Celebration  Office  Common  Expenses  and  the  Building  Common  Expenses  and
thereafter,  Tenant shall pay the revised Tenant's Share of Downtown Celebration
Common Expenses, Downtown Celebration Office Common Expenses and Building Common
Expenses in equal  monthly  installments  as  hereinabove  provided.  Any excess
payments   made  by  Tenant   shall  be   respectively   credited   against  the
installment(s) of Downtown  Celebration  Common Expenses,  Downtown  Celebration
Office Common Expenses or Building Common Expenses next coming due.

      11.2 Downtown Celebration Common Expenses.

            11.2.1 For purposes of this Lease, the term "Designated Office Share
of Downtown Celebration Common Expenses" shall be an amount equal to twenty-five
percent  (25%) of the  "Downtown  Celebration  Common  Expenses".  The "Downtown
Celebration  Common  Expenses"  shall  include  all  the  costs,   expenses  and
disbursements  of every  kind and  nature  incurred  by  Landlord,  directly  or
indirectly,  by virtue of or in  connection  with owning,  operating,  managing,
maintaining, repairing and replacing the Downtown Celebration Property including
all Downtown  Celebration  Buildings  located  therein and  including the Common
Property  (excepting  only:  (i) debt service  (principal  and  interest) on any
mortgage  encumbering  the Downtown  Celebration  Property,  paid or incurred by
Landlord;  and (ii) Building Common Expenses).  The Downtown  Celebration Common
Expenses shall specifically include, without limitation, those items and charges
described on Exhibit "H" attached hereto.

            11.2.2  "Tenant's  Share"  of the  Designated  Office  Share  of the
Downtown  Celebration Common Expenses shall be equal to the Allocated Percentage
Share of the Designated Office Share of the Downtown Celebration Common Expenses
(as set forth in Section 1 of this Lease),  multiplied  by the actual  amount of
the Designated Office Share of the Downtown Celebration Common Expenses.  Tenant
acknowledges that Tenant's  Allocated  Percentage Share of the Designated Office
Share of Downtown  Celebration Common Expenses is based upon the proportion that
the Rentable Floor Area bears to the total  rentable floor area of  improvements
within Downtown  Celebration that are leased, or currently intended to be leased
to Office  Tenants (as  hereinafter  defined).  The  Designated  Office Share of
Downtown  Celebration Common Expenses is based upon Landlord's  determination of
the equitable allocation, based on benefit received, of the Downtown Celebration
Common  Expenses among the various types of tenants  intended to occupy Downtown
Celebration.

            11.2.3 With respect to the taxes and  assessments  levied by the CDD
against Landlord, as set forth on Exhibit "H", Landlord has the option to elect,
from time to time in its sole and absolute discretion,  to include less than all
of the taxes and assessments imposed by the CDD and otherwise  includable in the
computation of the Downtown Celebration Common Expenses.  Landlord's election to
include less than all of the taxes and assessments in any given Lease Year shall
not in any way affect or bar Landlord's right to include up to the entire amount
of taxes and assessments imposed by the CDD in any subsequent Lease Year.

      11.3 Downtown  Celebration Office Common Expenses.  As provided in Section
11.1 of this Lease,  Tenant also agrees to pay to Landlord  "Tenant's  Share" of
the total costs and expenses (other than Downtown  Celebration  Common Expenses)
incurred  by  Landlord  in  operating,  maintaining,   managing,  repairing  and
replacing  all or any  portion  of the  Downtown  Celebration  Property  that is
attributable to, or is for the exclusive  benefit of, only the Office Tenants of
Downtown  Celebration (the "Downtown  Celebration


                                       15
<PAGE>

Office Common  Expenses").  For purposes of this Lease, an "Office Tenant" shall
be any tenant, or Landlord,  that operates an office in Downtown  Celebration or
who is  deemed by  Landlord,  in  Landlord's  sole  discretion,  to be an Office
Tenant. The items and charges comprising the Downtown  Celebration Office Common
Expenses shall  specifically  include,  without  limitation,  the cost for trash
removal,  janitorial and customary  office cleaning  services for all the Office
Tenants in Downtown  Celebration.  "Tenant's Share" of the Downtown  Celebration
Office  Common  Expenses  shall be equal to the  Allocated  Percentage  Share of
Downtown Celebration Office Common Expenses (as set forth in Section 1.1 of this
Lease),  multiplied  by the actual amount of such  Downtown  Celebration  Office
Common Expenses. Tenant acknowledges that Tenant's Allocated Percentage Share of
Downtown  Celebration  Office Common  Expenses is based upon the proportion that
the Rentable  Floor Area bears to the gross square  footage of all leasable area
of all existing or proposed  improvements  within Downtown  Celebration that are
leased, or intended by Landlord to be leased to Office Tenants.  Notwithstanding
the  foregoing,  in the event any Downtown  Celebration  Office  Common  Expense
benefits  some  but not  all of the  Office  Tenants  of  Downtown  Celebration,
Landlord  reserves the right to adjust Tenant's  Allocated  Percentage  Share of
Downtown Celebration Office Common Expenses,  so that such expense is fairly and
equitably  allocated and borne by only those Office Tenants who actually benefit
from such expense.

      11.4 Building Common Expenses.  As provided in Section 11.1 of this Lease,
Tenant also  agrees to pay to  Landlord,  Tenant's  Share of the total costs and
expenses  (other  than  Downtown   Celebration   Common  Expenses  and  Downtown
Celebration   Office  Common  Expenses)   incurred  by  Landlord,   directly  or
indirectly, by virtue of or in connection with its owning, operating,  managing,
maintaining,  repairing and replacing all or any portion of the Building that is
attributable  to, or is for the exclusive or primary  benefit of all the tenants
of the Building,  but not Downtown  Celebration  generally (the "Building Common
Expenses").  The items and charges comprising the Building Common Expenses shall
specifically include, without limitation, all utility costs and expenses for the
Building and the costs and expenses for maintaining, repairing and replacing the
structural walls, roof and foundation of the Building and all carpeting, tile or
other floor coverings, wall coverings, and light fixtures in the common areas of
the Building,  if any. "Tenant's Share" of the Building Common Expenses shall be
equal to the  Allocated  Percentage  Share of Building  Common  Expenses (as set
forth in  Section 1 of this  Lease),  multiplied  by the  actual  amount of such
Building  Common  Expenses  (not  including  any  Building   Commercial   Common
Expenses).  Tenant  acknowledges  that Tenant's  Allocated  Percentage  Share of
Building  Common  Expenses is based upon the proportion  that the Rentable Floor
Area bears the total  rentable  floor area within the Building.  Notwithstanding
the foregoing,  in the event any Building  Common Expense  benefits some but not
all the tenants of the Building,  Landlord reserves the right to adjust Tenant's
Allocated  Percentage  Share of Building Common Expenses (and the  corresponding
allocated shares of the other tenants in the Building), so that the cost of such
Common Expense is fairly and equitably allocated and borne by only the tenant or
tenants in the Building who actually benefit from such Common Expense.

      11.5 Change of  Designated  Office  Share of Downtown  Celebration  Common
Expenses and Tenant's Allocated Percentage Shares.  Tenant acknowledges that the
Designated Office Share of Downtown  Celebration Common Expenses is based on the
projected relative proportion of the area within Downtown  Celebration  intended
to be devoted to retail, office and apartment uses and Landlord's  determination
of the relative  benefit to be derived by each class of tenant from the Downtown
Celebration Common Expenses.

            11.5.1  Tenant   further   acknowledges   that  Tenant's   Allocated
Percentage Share of the Designated Office Share of Downtown  Celebration  Common
Expenses,  Tenant's Allocated Percentage Share of Building Common Expenses,  and
Tenant's Allocated  Percentage Share of Downtown Celebration Office Expenses are
based on the Rentable Floor Area in relation to the total rentable floor area of
leasable areas in: (a)  improvements  intended to be leased to Office Tenants in
Downtown  Celebration,   as  to  Tenant's  Allocated  Percentage  Share  of  the
Designated  Office  Share of  Downtown  Celebration  Common  Expenses  and as to
Tenant's  Allocated  Percentage  Share of  Downtown  Celebration  Office  Common
Expenses; and (b) the Building, as to the Building Common Expenses.

            11.5.2 Notwithstanding the foregoing, Landlord shall have the right,
all times  and from  time to time,  to change  the  Designated  Office  Share of
Downtown Celebration Common Expenses, Tenant's Allocated Percentage Share of the
Designated Office Share of the Downtown  Celebration  Common Expenses,  Tenant's
Allocated  Percentage Share of Building Common Expenses,  and Tenant's Allocated
Percentage  Share of the  Downtown  Celebration  Office  Common  Expenses or the
method of allocation, in any manner which Landlord may, in its discretion,  deem
to be a fairer or more  equitable  allocation  thereof,  or if Landlord deems an
adjustment to be desirable  due to a change in the actual or projected  leasable
area within  Downtown  Celebration  or the  Building,  or due to a change in the
proposed uses of such leasable areas.

      11.6 Cleaning  Services.  Landlord shall remove trash  generated by Tenant
from the Premises in the ordinary course of its business (in accordance with the
Permitted Use) and place the trash in dumpsters  provided on the Common Property
behind the Premises. Additionally, Landlord shall provide janitorial service and
cleaning in and about the Premises as a portion of the Building  Common Expenses
to Tenant.  Landlord  shall also  provide,  as a portion of the Building


                                       16
<PAGE>

Common Expenses,  insect and pest control service for the Premises not less than
monthly.  Tenant shall be responsible for the costs associated with the disposal
of any hazardous waste (and biomedical  waste, if applicable)  which is produced
or generated by Tenant in connection with the operation of Tenant's  business in
the Premises.

      11.7 Fire Monitoring.  Landlord may elect,  from time to time, to provide,
or cause others to provide,  monitoring of an automated  fire  detection  system
which  is  integrated  into  the  fire  sprinkler  system  that is a part of the
Premises,  and the cost therefor shall be a Downtown  Celebration Common Expense
as  provided  in Section  11.211.2  of this  Lease.  If and to the  extent  that
Landlord  elects to provide,  or cause  others to provide,  the fire  monitoring
service for the Premises, Tenant acknowledges that Landlord shall not, by virtue
of having  elected to  provide  such  service,  be deemed to have  accepted  any
responsibility  or  liability  in the  event  of  any  malfunction  of the  fire
monitoring  system or service or in the event of any  negligence of any party in
the operation and monitoring of the fire monitoring service,  and Landlord shall
not,  by virtue of having  elected to provide  such  service,  be liable for and
Tenant shall indemnify,  defend and hold harmless  Landlord from and against any
damage, loss, injury, claim, action, cost or expense (of any nature) that may be
sustained as the result of any fire that may hereafter  occur in the Premises or
any  alleged  or actual  failure  of the fire  monitoring  system to  prevent or
minimize any damage resulting therefrom.

12. ADVERTISING AND PROMOTION.
    --------------------------

      12.1. Exclusive Rights Granted to Landlord. In consideration of this Lease
and  other  good and  valuable  consideration,  the  receipt  of which is hereby
acknowledged,  Tenant hereby  acknowledges The Disney Company and its Affiliates
and the  Theme  Parks  owned by said  Affiliates,  for the  Term of this  Lease,
including all  extension  periods,  if any, the  exclusive  right to be the only
Entertainment Company and Theme Parks identified or represented to the public in
any manner at, in, from or in  connection  with the  Premises,  or any services,
research,  products,  materials or  facilities  identified  with the Premises or
distributed or sold from the Premises, or to sponsor, in any manner, any portion
of the Premises or any facilities,  services,  programs,  improvements or events
related thereto.

      12.2.  Prohibited  Marketing   Activities.   In  furtherance  and  not  in
limitation of Section 12.1,  Tenant  acknowledges and agrees that neither Tenant
nor any of Tenant's Affiliates may, during the Term of this Lease, including all
extension  periods,  if any,  directly or indirectly  engage in any promotional,
sponsorship,   joint  marketing,  cross  promotional,   advertising  or  similar
relationships, events or programs (collectively "Marketing Activities") with any
Theme  Park  (other  than a Theme  Park  owned  by The  Disney  Company  and its
Affiliates with Landlord's approval) or Entertainment Company (other than any of
The Disney Company and its Affiliates). Furthermore, Tenant shall not permit any
Theme Park (other  than a Theme Park owned by any of The Disney  Company and its
Affiliates) or any  Entertainment  Company (other than any of The Disney Company
and  its  Affiliates)  to  engage,  directly  or  indirectly,  in any  Marketing
Activities at, in from or in connection with the Premises or with or identifying
Tenant,  any of Tenant's  Affiliates or the  Premises,  nor shall Tenant fail to
make  reasonable  efforts to prohibit or prevent any such  prohibited  Marketing
Activities.

13. INSURANCE.
    ----------

      13.1. Insurance by Tenant. Throughout the Lease Term, Tenant shall, at its
sole cost and expense, maintain in full force and effect the following types and
amounts of insurance coverage:

            13.1.1.  Liability Insurance.  Tenant shall provide and keep in full
force and effect a policy or  policies  of  comprehensive  automobile  insurance
covering owned,  non-owned,  hired or rented automotive equipment and commercial
general  liability and property  damage  insurance with each providing  coverage
against liability for personal injury, death and property damage and each having
a combined  single  limit of not less than TWO MILLION  DOLLARS  ($2,000,000.00)
with  respect to  injuries,  deaths or damages in any one  occurrence,  and with
deductible  amounts not exceeding  TEN THOUSAND  DOLLARS  ($10,000.00)  for each
occurrence. Said insurance, and any and all other liability insurance maintained
by Tenant in excess of or in addition to that required hereunder,  shall include
protection for, and, in addition to Tenant, shall name as an additional insured,
the Association,  Landlord (and, if such insurance providing  protection for the
following is available,  Landlord's property manager, Landlord's parent company,
their related, affiliated and subsidiary companies, and the officers, directors,
agents,  employees  and  assigns  of each) and any  lender  or  ground  landlord
hereafter holding any interest in Downtown Celebration, the effect of which will
insure it (and, if available,  them) in respect of any and all loss or liability
resulting  from personal  injury,  bodily injury  (including  death) or property
damage arising or occurring upon, or in connection with, or by reason of the use
and  occupancy  of the  Premises or by reason of the  operation  of the business
contemplated  by this Lease to be conducted by Tenant upon,  within and from the
Premises  (and, if insurance  covering the acts or omissions of the following is
available, by any person controlling, controlled by or under common control with
Tenant or by


                                       17
<PAGE>

Tenant's subtenants and concessionaires). Landlord reserves the right to specify
higher  liability limits or additional  insurance  coverage from time to time to
meet reasonably anticipated loss exposure, or to reflect changes in the value of
the Premises.

            13.1.2.  Workers'  Compensation and Employer's  Liability Insurance.
Tenant  shall  provide and keep in full force and effect  workers'  compensation
insurance, in a form and with coverage limits not less than as prescribed by the
laws of the State of Florida,  and employers'  liability  insurance in an amount
equal to the  greater of TWO  MILLION  DOLLARS  ($2,000,000.00)  or the  minimum
amount required by law.

            13.1.3.  Builder's  Risk  Insurance.  Tenant  shall,  prior  to  the
commencement  of and during any  construction  work on the Premises (but, in the
event Landlord is obligated to construct the Tenant Improvements,  excluding the
period during which Landlord is constructing such Tenant  Improvements),  and as
often  as  Tenant  may  construct,  replace,  reconstruct,  restore  or  make  a
substantial  alteration to, any  improvement  thereon,  provide and keep in full
force and effect builders' risk insurance in accordance with the requirements of
this Article for the full replacement cost of such work.

            13.1.4.  Property  Insurance.  Tenant shall provide and keep in full
force and effect a policy of fire, windstorm and other perils generally included
under  extended  coverage  insurance  (including  coverage  for water damage and
sprinkler  leakage) in an amount adequate to cover the  replacement  cost of all
interior improvements (including,  without limitation,  the Tenant Improvements)
made in the Premises and Tenant's Trade  Fixtures,  inventory and other contents
located in the Premises from time to time. Such policy shall name Landlord as an
additional  insured  and  as  the  loss  payee  thereunder.   All  insurance  or
condemnation  proceeds  resulting  from the  taking,  destruction  or  damage to
interior improvements (including,  without limitation,  the Tenant Improvements)
and Trade Fixtures  shall be paid to and may be retained by Landlord,  except as
otherwise expressly provided herein.

            13.1.5.  Plate Glass  Insurance.  Tenant  shall keep and maintain in
force during the Term hereof,  plate glass  insurance upon the windows and doors
of the Premises in amounts which reasonably assure that there will be sufficient
proceeds to replace all plate glass in the windows and doors of the Premises.

            13.1.6. Business Interruption Insurance.  Tenant shall provide, keep
and maintain business  interruption  insurance in amounts  sufficient to prevent
Tenant from becoming a co-insurer thereof,  and to assure the continuance of the
operating  income and  profit of  Tenant's  business  during any period in which
Tenant is unable to conduct such business in the Premises,  or any part thereof,
by reason of loss or damage.

            13.1.7. Other  Insurance/Higher  Limits.  Tenant shall provide, keep
and maintain in full force and effect such other insurance for such risks and in
such amounts as may from time to time be commonly insured against in the case of
business  operations similar to those contemplated by this Lease to be conducted
by Tenant at, in and from the Premises.  Landlord  reserves the right to specify
higher liability limits or additional  insurance  coverage (than those set forth
herein) from time to time to meet reasonably  anticipated  loss exposure,  or to
reflect changes in the value of the Premises.

      13.2. Carriers and Features. All insurance policies required to be carried
by Tenant as provided in this  Article  shall be issued by fiscally  responsible
insurance  companies  (having a Best Rating of not less than A+VIII)  authorized
and  licensed  to do  business  in the State of Florida  and each  policy  shall
provide  that it is primary,  noncontributory  insurance  as respects  any other
valid and  collectible  insurance  which Tenant or Landlord may possess and that
any other  insurance  which  either  does  possess  shall be  considered  excess
insurance  only. All such policies shall be for periods of not less than one (1)
year and  Tenant  shall  renew the same at least  thirty  (30) days prior to the
expiration thereof. All such policies shall include the insurer's  unconditional
agreement to provide not less than thirty (30) days' written  notice to Landlord
prior to any cancellation  thereof or any change reducing  coverage  thereunder.
Any  insurance  coverage  required by this Article may be effected by means of a
policy  or  policies  of  blanket  insurance  covering  the  Premises  and other
premises; provided, however, that any such blanket policy shall specify therein,
or Tenant shall furnish  Landlord with a written  statement  from the insurer or
its  agent  specifying,  the  amount  of the total  insurance  allocated  to the
Premises and confirmation  that losses  occasioned by Tenant at other facilities
will not diminish the amount of insurance  coverage  available  for the Premises
below the amount  required  herein.  In the event  Tenant  shall fail to procure
insurance  required under this Article and/or shall fail to maintain the same in
full force and effect continuously during the Term of this Lease, Landlord shall
be entitled,  but shall not be  obligated,  to procure the same and Tenant shall
immediately  reimburse  Landlord for such premium  expense,  with  interest,  as
Additional  Rent.  Additionally,  Landlord  shall have the right,  at Landlord's
option,  to treat such  failure by Tenant to procure  required  insurance  as an
Event of Default hereunder.

      13.3. Payment of Premiums. Tenant shall pay the premiums (on not less than
a quarterly basis) for all insurance policies which Tenant is obligated to carry
under  this  Article  and,  at least  five  (5) days  prior to the date any such
insurance  must be in  effect,


                                       18
<PAGE>

deliver to  Landlord  a copy of the  policy or  policies,  or a  certificate  or
certificates  thereof,  along with evidence that the premiums therefor have been
paid for at least the next  ensuing  quarter-annual  period.  Tenant  shall also
deliver to Landlord  copies of all policies,  or  certificates  thereof,  of all
policies of liability insurance maintained by Tenant in excess of or in addition
to the insurance  required by this  Article.  Tenant agrees not to keep upon the
Premises any articles or goods which may be  prohibited  by the standard form of
fire and extended  coverage  insurance  policy.  In the event that the insurance
premiums  applicable  to fire  and  extended  coverage  insurance  covering  the
Building shall be increased by reason of any use of the Premises made by Tenant,
Tenant shall pay to Landlord as Additional  Rent,  the amount of the increase in
the insurance  premium  occasioned by such use. Each of Landlord and Tenant will
cooperate  with the other party in connection  with the processing of claims and
the  collection  of any  insurance  proceeds that may be payable in the event of
loss or claim under any of the above-described policies of insurance and execute
and deliver to the  insurers  such proofs of loss and other  documents as may be
required for the recovery of the proceeds of any such insurance.

      13.4.  Insurance by Landlord.  Landlord  shall  maintain fire and extended
coverage  insurance  on the  Building  in an  amount  not  less  than 80% of the
replacement  cost of the Building and  commercial  general  liability  insurance
relating to the  Building  and its  appurtenances  in an amount not less than $3
million per  occurrence.  In  addition,  Landlord  may, at its option,  maintain
coverages  in  excess  of the  minimum  limits  set  forth in this  section  and
additional  coverages as specified in the definition of Operating Expenses.  The
total cost of all insurance  maintained by Landlord  under this Section shall be
included in Operating Expenses.

      13.5.  Waiver of Subrogation.  Tenant agrees that if any property owned by
it and  located in the  Premises  shall be stolen,  damaged or  destroyed  by an
insured  peril,  Landlord  shall not have any  liability  to Tenant,  nor to any
insurer of Tenant, for or in respect of such theft,  damage or destruction,  and
Tenant shall require all policies of risk insurance  (including those referenced
in Sections 13.1.3, 13.1.4, 13.1.5, 13.1.6) carried by it on its property in the
Premises to contain or be endorsed  with a provision in and by which the insurer
designated therein shall waive its right of subrogation against Landlord. Tenant
hereby  waives  any and all  right of  recovery  which it might  otherwise  have
against  Landlord,  its  agents  and  employees,  for loss or  damage  to Tenant
Improvements  and/or any of the  contents,  merchandise,  inventory,  furniture,
furnishings,  fixtures  and any other  property of Tenant  contained  within the
Premises  whether or not removable by Tenant under the provisions of this Lease,
to the extent that the same are covered by Tenant's insurance or would have been
covered had Tenant maintained the insurance required under this Article 13 to be
maintained by Tenant,  notwithstanding  that such loss or damage may result from
the  negligence  or fault of Landlord,  its agents or employees and Tenant shall
cause the insurers  issuing policies of insurance under this Article 13 to waive
any right of subrogation with respect  thereto.  Tenant shall insure against all
such losses as hereinabove provided in this Article 13 of this Lease.

14. DAMAGE OR DESTRUCTION.
    ----------------------

      14.1. Partial Destruction. If, during the Term of this Lease, the Premises
shall be damaged or destroyed,  in part,  by fire,  windstorm or other hazard or
casualty  normally covered by policies of fire and extended  coverage  insurance
carried  by  Landlord,  but  the  Premises  nonetheless  remain  sufficient  and
suitable, in the reasonable judgment of Landlord, for the continued operation of
the business  contemplated  by this Lease to be conducted  thereon,  therein and
therefrom  such  that the  Premises  is not  effectively  rendered  untenantable
thereby, Tenant shall give Landlord immediate notice thereof and, subject to the
provisions  of Section  27.9 of this  Lease,  Landlord  shall,  at its  expense,
promptly  cause such damage or  destruction  to be  repaired,  reconstructed  or
replaced,  as  necessary,   but  only  to  the  extent  of  Landlord's  original
construction obligations pursuant to this Lease and not, however,  including any
of Tenant's Trade Fixtures or Tenant leasehold improvements, to substantially or
as nearly as  practicable  to the character and  condition  thereof  immediately
prior to such occurrence  (subject,  however,  to any changes required by zoning
and building laws then in existence) and the Rent payable  hereunder during such
period shall not be abated.

      14.2. Total Destruction.  If the Premises shall be so damaged or destroyed
as to render it, in the reasonable judgment of Landlord,  wholly untenantable by
reason of such occurrence, as aforesaid,  Landlord shall, at its own expense, to
the extent Landlord receives adequate insurance  proceeds,  cause such damage or
destruction to be repaired, reconstructed or replaced, as necessary, but only to
the extent of  Landlord's  original  construction  obligations  pursuant to this
Lease and not,  however,  including  any of Trade  Fixtures or Tenant  leasehold
improvements,  to substantially or as nearly as practicable to the character and
condition thereof immediately prior to such occurrence (subject, however, to any
changes  required by zoning and building  laws then in  existence)  and the Rent
payable hereunder during such period shall not be abated; provided however, that
Landlord shall have the right, to be exercised by notice in writing delivered to
Tenant within sixty (60) days from the date of the  occurrence of such damage or
destruction,  to elect not to  repair,  replace  or  reconstruct  the  destroyed
Premises,  and in such event,  this Lease and the tenancy  hereby  created shall
cease as of the date of such  occurrence,  and the Rent shall be  adjusted as of
such date.

      14.3.   Limitation  of   Landlord's   Obligation;   Tenant's   Obligation.
Notwithstanding  anything to the contrary  contained  herein,  in no event shall
Landlord be obligated to expend for such repairs,  reconstruction or replacement
an amount in excess of the


                                       19
<PAGE>

insurance  proceeds  recovered  on  account of any such  damage or  destruction.
Moreover,  Landlord  shall not be liable for delays  occasioned by adjustment or
losses with  insurance  carriers or by any other cause so long as Landlord shall
proceed  in good  faith  and with due  diligence.  Tenant,  at its sole cost and
expense, shall be responsible for the repair,  replacement and reconstruction of
all  items  which  would  have  initially  have been  considered  part of Tenant
Leasehold Improvements  (including,  without limitation,  all the Trade Fixtures
and its other furniture,  furnishings and equipment).  Tenant shall commence the
performance of the foregoing repair,  replacement and restoration  promptly upon
delivery to it of possession of Premises and shall diligently prosecute the same
to   completion   immediately   following  the   reconstruction   of  Landlord's
obligations,  all such work to be completed  within a reasonable  period of time
not to exceed  ninety (90) days  following the date of delivery of possession of
the Premises to Tenant.  Following the  completion of, and payment for, all work
required to be  performed  by Landlord  under this  Article 14,  Landlord  shall
disburse  to Tenant  from any  remaining  net  insurance  proceeds  received  by
Landlord from policies of insurance maintained by Tenant under Section 13 above,
as repair, replacement and reconstruction of Tenant's work progresses, such sums
as are reasonably necessary to enable Tenant to perform Tenant's work; provided,
however,  that  Landlord  shall in no event be required to expend any of its own
funds in connection with the repair,  replacement or  reconstruction of Tenant's
work. Any net insurance proceeds remaining after Tenant shall have satisfied its
obligations  under this  Article 14 shall be  retained  as the sole  property of
Landlord.

      14.4. Destruction of Building or Downtown Celebration.  Anything contained
hereinabove  to the contrary  notwithstanding,  in the event that fifty  percent
(50%) or more of the rentable  area of Downtown  Celebration,  or fifty  percent
(50%)  or more of the  rentable  area  of the  Building,  shall  be  damaged  or
destroyed  by any fire or  casualty,  or if  Landlord's  mortgagee  requires the
insurance  proceeds to be applied to the mortgage debt, then, whether or not the
Premises shall have been damaged by such casualty, Landlord shall have the right
(but not the  obligation)  to terminate  this Lease by giving  written notice of
such termination to Tenant within ninety (90) days after such casualty. Upon the
giving of such notice to Tenant, the Term of this Lease shall expire by lapse of
time upon the thirtieth  (30th) day after such notice is given, and Tenant shall
vacate the Premises and surrender  the same to Landlord in  accordance  with the
provisions of Article 22 of this Lease.

15. ALTERATIONS AND REMOVALS.
    -------------------------

      15.1.  Alterations.  Except as otherwise required herein, Tenant shall not
make any alterations,  additions, remodeling,  improvements, or work of any kind
or  nature  (herein  referred  to  collectively  as  "Alteration")  of or to the
interior or the  exterior of the  Premises or cut or drill into the  Premises or
install any awning, canopy, antenna, fixture, furniture, apparatus, equipment or
device of any kind (herein  referred to  collectively  as "Fixtures") in or upon
the interior or the exterior of the Premises,  without the prior written consent
of  Landlord,  which  consent  Landlord  may  withhold in its sole and  absolute
discretion,  except for the  installation  in the  interior  of the  Premises of
unattached,  movable trade fixtures and furniture which may be installed without
drilling,  cutting or otherwise  defacing the  Premises  (herein  referred to as
"Removable Trade  Fixtures").  Removable Trade Fixtures and Fixtures (subject to
obtaining  Landlord's approval of the installation  thereof) installed by Tenant
shall be new. In  furtherance  and not in  limitation of the  foregoing,  Tenant
shall  not make or permit to be made any  alteration  or change to or  otherwise
interfere or permit any  interference  with the operation of the Condenser Water
System,  HVAC  System,  the  sprinkler  system  (if any) and any other  Building
systems  which may now or hereafter be installed in the  Premises.  Tenant shall
submit  to  Landlord   for  its  review  and   approval,   complete   plans  and
specifications  for any proposed  Alteration at the time approval is sought, and
if  necessary,  resubmit  the same from time to time,  within  fifteen (15) days
after receipt of written notice of disapproval thereof from Landlord,  until the
same are approved by  Landlord.  All work to be completed by Tenant with respect
to any  Alteration  shall be  completed  in the manner set forth in this  Lease.
Anything contained herein to the contrary  notwithstanding,  if anything done or
suffered  to be done by Tenant in,  upon or about the  Premises  shall cause any
damage to any such system,  Tenant shall promptly  notify Landlord and shall, at
Landlord's option, either repair such damage or pay to Landlord, upon demand and
as Additional  Rent,  the cost to Landlord of repairing  the same.  Tenant shall
comply with all applicable federal,  state, county and local laws and ordinances
(including,  without  limitation,  the ADA) and all rules and regulations of any
governmental authority having jurisdiction over the Premises.

      15.2.  Ownership  of  Fixtures.  All  Alterations  made  and all  Fixtures
installed in or to the Premises (except  Removable Trade  Fixtures),  including,
without limitation,  heating and air conditioning equipment,  lighting fixtures,
store front,  ceiling, wall treatment,  floor covering,  plumbing and electrical
systems and fixtures  shall become the property of Landlord upon the  expiration
or earlier  termination  of this  Lease,  without any  compensation  therefor to
Tenant,  and shall not be  removed  by Tenant  at or before  the  expiration  or
earlier termination of this Lease unless Landlord shall give notice to Tenant to
remove any or all of the same,  in which event  Tenant shall remove such of said
Alterations and Fixtures as may be specified by Landlord in Landlord's notice to
Tenant and Tenant shall repair all damage caused by such removal and restore the
Premises to their original order and condition.

      15.3. Ownership of Removable Trade Fixtures.  All Removable Trade Fixtures
installed  in the  Premises by Tenant  shall  remain the  property of Tenant and
shall be removed by Tenant at the  expiration  or  earlier  termination  of this
Lease;  provided that


                                       20
<PAGE>

Tenant shall not at such time be in default  hereunder and provided further that
Tenant shall  repair all damage  caused by such removal and restore the Premises
to its original order and condition. Any Removable Trade Fixtures not removed by
Tenant at the  expiration  or  earlier  termination  of this  Lease  (including,
without limitation, a termination of this Lease by Landlord) shall be and become
the property of Landlord  without any  obligation on the part of Landlord to pay
compensation  therefor to Tenant, unless Landlord shall give notice to Tenant to
remove any or all of the same,  in which event  Tenant shall remove such of said
Removable  Trade  Fixtures as may be specified in  Landlord's  notice to Tenant.
Should Tenant fail to remove any  Alterations  or Fixtures  (including,  without
limitation,  Removable  Trade  Fixtures)  and/or fail to restore the Premises as
required under Section 15.2 or Section 15.3 hereof, Landlord may do so, in which
event  Tenant  shall pay to Landlord  the cost and expense  thereby  incurred as
Additional  Rent, plus interest thereon at the Default Rate, which sums shall be
payable on demand.

16. MAINTENANCE AND REPAIRS.
    ------------------------

      16.1. Tenant's Obligation. Except for those portions of the Premises which
shall be  maintained,  repaired  and  replaced  by the  Landlord  as provided in
Section 16.2 of this Lease,  Tenant shall,  at all times during the Term of this
Lease, at its sole cost and expense,  maintain, repair and replace the Premises,
and all  portions  and  components  thereof,  and keep the same in good and safe
order,  condition  and  repair,  including,  without  limitation,  all  interior
partitions,  windows,  doors,  glass,  floor  coverings,  walls and other Tenant
Leasehold Improvements, including, without limitation, all electrical, lighting,
plumbing,  heating,  air  conditioning or other fixtures and equipment which are
installed  within the Premises  (on which  Tenant  shall  maintain a service and
maintenance   contract  for  regular  service  inspection,   and  emergency  and
extraordinary  repair of the air conditioning  units(s) on the Premises,  with a
qualified and fully licensed contractor acceptable to Landlord).  In furtherance
thereof,  Tenant shall make all necessary and desirable repairs and replacements
to  the  Premises  and  all  portions  and  components  thereof,   ordinary  and
extraordinary,   however  the   necessity  or   desirability   for  repairs  and
replacements  shall  occur,  and  whether  or not  necessitated  by wear,  tear,
obsolescence  or  defects,  patent or  latent,  or  otherwise  and shall use all
reasonable  precautions  to  prevent  waste,  damage or injury to the  Premises.
Tenant  agrees  that it shall keep the inside and  outside of all glass in doors
and windows of the Premises clean, and replace promptly, at its own expense, any
plate glass or window glass of the Premises  which may become  cracked or broken
with  glass of a like  kind and  quality.  Tenant  also  agrees  not to place or
maintain any merchandise or other articles on the exterior  sidewalk(s) adjacent
to  the  Premises  or  elsewhere  on  the  exterior   thereof;   not  to  permit
accumulations of garbage, trash, rubbish and other refuse on the interior or the
exterior of the Premises;  to keep such refuse in proper containers  (whether or
not in a trash room  maintained by Tenant) in the interior of the Premises until
removed and to remove all  garbage,  trash or rubbish  from the  Premises and to
otherwise maintain the Premises in a clean,  orderly and sanitary condition free
of insects, rodents, vermin and other pests and to obtain and maintain a service
contract with a reputable pest control contractor  reasonably  acceptable to the
Landlord.  Notwithstanding  the  foregoing,  all repairs and  maintenance  to be
performed  with  respect  to  electrical,   lighting,   plumbing,  heating,  air
conditioning  or other  fixtures or  equipment  which might,  in the  reasonable
judgment of Landlord,  affect the electrical,  lighting,  plumbing, HVAC System,
sprinkler  system or other  Building  systems shall be performed,  at Landlord's
election,  either by Landlord (at Tenant's  sole cost and expense as  Additional
Rent)  or  by a  contractor  approved  by  Landlord  (in  Landlord's  reasonable
discretion)  (at  Tenant's  sole cost and expense as  Additional  Rent).  Tenant
shall,  not later than the  Commencement  Date,  provide  Landlord  with written
copies of service and maintenance  contracts entered into by Tenant,  including,
without  limitation,  those for  service  and  maintenance  of all HVAC  Systems
serving the Premises,  for Landlord's review and approval.  Any breach by Tenant
of such obligations shall, at Landlord's option,  constitute an Event of Default
hereunder.

      16.2.  Landlord's  Obligation.  Landlord shall keep, maintain,  repair and
replace  the  exterior of the  Premises  (except  those  exterior  portions  and
components  thereof  which are to be  maintained  and  repaired  by  Tenant,  as
hereinabove  provided in Section 16.1), all structural  elements of the Premises
and Building  (whether interior or exterior and including,  without  limitation,
the foundations,  supporting columns,  load bearing walls, floors and floor slab
and the roof structure), the Condenser Water System and the HVAC System, and all
Building Systems in good condition and repair,  ordinary wear and tear excepted,
and shall have the right of entry onto the Premises at all times for the purpose
of performing  same. All costs  associated  therewith shall be either a Building
Common Expense, or a Downtown  Celebration Common Expense, as applicable.  In no
event,  however,  shall Landlord be liable for damages or injuries  arising from
the failure to make said  repairs,  nor shall  Landlord be liable for damages or
injuries  arising  from  defective  workmanship  or materials in making any such
repairs.  Landlord  shall have no obligation  to repair until a reasonable  time
after the receipt by Landlord of written notice of the need for repairs.  Tenant
waives the  provision of any law, or any right Tenant may have under common law,
permitting  Tenant to make any repair at Landlord's  expense.  In no event shall
Landlord be required to make any repairs to, or  replacements  of, the Condenser
Water  System,  the HVAC  System,  the  exterior or  structural  elements of the
Premises,  including,  without  limitation,  the  roof  over the  Premises,  any
Building systems or any other portion of the Premises,  the Building or Downtown
Celebration,  if  necessitated  by reason of acts or  omissions  of Tenant,  its
employees,  agents,  contractors,  customers,  licensees,  or  invitees,  and if
Landlord  shall elect to perform any such repairs,  Landlord may add the cost of
such  repairs to the Rents  otherwise  due  pursuant  to this Lease and the same
shall be due and payable on demand as  Additional  Rent.  In addition,  Landlord
shall not be required to  maintain,  or to make any repairs to, or  replacements
of, any improvements,  fixtures or equipment installed within the


                                       21
<PAGE>

Premises,  and if Landlord  shall elect to maintain or to repair and replace the
same as provided in Section  16.1 above,  or if Landlord  shall be  requested to
maintain, repair or replace the same by Tenant (and Landlord shall elect, in its
sole  and  absolute  discretion,  to do so),  Landlord  may add the cost of such
repairs to the Rents  otherwise  due and  payable  under this Lease and the same
shall be due and payable on demand as Additional Rent.

17. LANDLORD'S RIGHT TO INSPECT. Landlord and its agents shall have the right to
enter  upon the  Premises  at any  reasonable  time to  inspect  the  operation,
sanitation,  safety,  maintenance  and use of the same,  or any  portions of the
same,  and  to  assure  itself  that  Tenant  is in  full  compliance  with  its
obligations  under this Lease, to conduct from time to time an ADA inspection or
audit of the  Premises,  and Tenant  agrees to  cooperate in the conduct of such
investigation  or audit.  If any  investigation  or audit detects a violation of
Tenant's  obligation to comply and to keep the Premises in  compliance  with the
requirements  of this Lease,  then Tenant shall bear the cost and take  whatever
action is necessary to comply,  and bring the Premises into compliance with this
Lease and any fee or cost incurred by Landlord for such  investigation  or audit
shall be borne by Tenant  and shall be paid by Tenant as  Additional  Rent under
this Lease on demand by Landlord.  Further, if Tenant fails to keep the Premises
in  compliance  with  the  requirements  of  this  Lease   (including,   without
limitation,  the  requirement  that the Premises be in compliance with the ADA),
then Landlord may take  whatever  action is necessary to bring the Premises into
compliance,  and Tenant  agrees to provide  Landlord  access to the Premises and
pay, as Additional  Rent, on demand,  all costs incurred by Landlord in bringing
the Premises  into  compliance.  Landlord,  however,  shall have no  affirmative
obligation to bring the Premises  into  compliance  and nothing  herein shall be
construed as creating such an obligation on Landlord.

18. ASSIGNMENT AND TRANSFER; SUBLETTING.
    ------------------------------------

      18.1.   Landlord's   Consent  Required.   Tenant  shall  not  voluntarily,
involuntarily,  or by  operation of law,  assign,  transfer,  pledge,  mortgage,
sublease or otherwise  encumber this Lease or any interest of Tenant herein,  in
whole or in part,  nor sublet the whole or any part of the Premises,  nor permit
the  Premises or any part  thereof to be used or occupied by others  (including,
without limitation, licensees and concessionaires),  without first obtaining, in
each and every instance,  the prior written  consent of Landlord,  which consent
Landlord  may  withhold  in its sole and  absolute  discretion.  Any  consent by
Landlord  to an  assignment  or  other  encumbrance  of  this  Lease  or to  any
subletting or use or occupancy of the Premises by others shall apply only to the
specific transaction thereby authorized and shall not constitute a waiver of the
necessity for such consent to any subsequent  assignment or other encumbrance of
this Lease or subletting or use or occupancy of the Premises by others.

      18.2. Effect of Assignment or Sublease by Tenant.

            18.2.1.  If  this  Lease  or any  interest  herein  is  assigned  or
otherwise  encumbered,  or if the Premises or any part thereof is sublet or used
or  occupied by anyone  other than  Tenant,  without  Landlord's  prior  written
consent  having been obtained  thereto,  Landlord may  nevertheless  collect all
Rents due under this Lease from the assignee,  sublessee,  user or occupant, and
apply  the net  amount  collected  to the  Rents  herein  reserved,  and no such
collection  shall be  deemed a waiver of  Tenant's  violation  of the  covenants
contained herein or an acceptance of the assignee,  subtenant,  user or occupant
as Tenant  hereunder,  or  constitute  a  release  of  Tenant  from the  further
performance by Tenant of the terms and provisions of this Lease.

            18.2.2.  If this Lease or any interest of Tenant  herein is assigned
or  encumbered  or if the whole or any part of the Premises is sublet or used or
occupied by others,  after having  obtained  Landlord's  prior  written  consent
thereto, Tenant shall nevertheless remain liable for the full performance of all
obligations  required to be performed by Tenant under this Lease and Tenant will
require  any  assignee to execute  and  deliver to  Landlord  an  assumption  of
liability  agreement  in  form  satisfactory  to  Landlord  including,   without
limitation,  an assumption by assignee of all of the  obligations  of Tenant and
the  assignee's  ratification  of  and  agreement  to be  bound  by  all  of the
provisions of this Lease.

      18.3.   Corporate  or  Partnership  Tenant.  In  the  event  Tenant  is  a
corporation or limited liability company, any dissolution, merger, consolidation
or other reorganization of such entity or any pledge of or any issuance, sale or
other transfer of a controlling  percentage of the corporate stock or membership
interests of Tenant  (whether in a single  transaction  or  cumulatively)  shall
constitute an  assignment  of this Lease for all purposes of this  Article.  The
term "Controlling Percentage," as used herein, shall mean the ownership of stock
or membership interests  possessing,  or having the right to exercise,  at least
fifty-one percent (51%) of the total combined voting power of all the classes of
issued and outstanding stock or membership  interests of such entity entitled to
vote for the  election of directors  (or  managers),  whether such  ownership be
direct ownership, or indirect ownership through ownership of stock or membership
interests of another  entity.  This Section 18.3 shall not apply whenever Tenant
is a  corporation,  the  outstanding  voting  stock  of  which  is  listed  on a
recognized security exchange.


                                       22
<PAGE>

            If  Tenant is a  partnership  or joint  venture,  and if at any time
during the Term hereof or any extension or renewal thereof the person or persons
or entity or  entities  who at the time of the  execution  of this Lease own the
general partners'  interest cease to own the general partners'  interest (except
as a result of  transfers  by  bequest or  inheritance)  or  additional  general
partner(s) are added, such change of ownership shall constitute an assignment of
this Lease for all  purposes of this  Article.  As to any  corporate  or limited
liability  company  partners  or joint  venturers  of Tenant,  any  dissolution,
merger, consolidation or other reorganization of such entity or any pledge of or
any issue,  sale or other transfer of a controlling  percentage of the corporate
stock or membership  interests of such partner or joint  venturer  (whether in a
single transaction or cumulatively) shall constitute an assignment of this Lease
for all purposes of this Article.

      18.4.  Guarantee.  Upon the  occurrence  of any  assignment or sublease by
Tenant pursuant to the provisions of Section 18.1 hereof, as a condition to said
assignment or sublease: (i) the original Tenant hereunder, and any individual or
entity guarantors of Tenant's obligations hereunder, shall jointly guarantee all
of the obligations of said assignee for the remainder of the Term of this Lease;
and (ii) the principal  shareholders,  partners or members of said assignee (and
if such principal shareholders, partners or members are corporations or entities
without  substantial  net worth,  as  reasonably  determined  by  Landlord,  the
individuals  ultimately  controlling  and owning a controlling  interest in said
entities)  shall  personally  guarantee all of the obligations of assignee under
this Lease without limitation for the balance of the Term of this Lease.

19. LANDLORD'S INTEREST NOT SUBJECT TO LIENS.
    -----------------------------------------

      19.1. Liens. The interest of Landlord in the Premises shall not be subject
in any way to any liens,  including  construction  liens, for improvements to or
other work  performed  in the  Premises by or on behalf of Tenant.  Tenant shall
have no power or  authority  to create  any lien or permit any lien to attach to
the present estate,  reversion,  or other estate of Landlord (or the interest of
any ground lessor) in the Premises,  Building,  or Downtown  Celebration and all
mechanics,  materialmen,  contractors,  artisans,  and other parties contracting
with Tenant or its  representatives or privies as to the Premises or any part of
the Premises are charged with notice that they must look to the Tenant to secure
payment of any bill for work done or material furnished or for any other purpose
during the Lease Term.  These  provisions  are made with  express  reference  to
Section 713.10, Florida Statutes.  Notwithstanding these provisions,  Tenant, at
its  expense,  shall cause any lien filed  against the  Premises,  Building,  or
Downtown  Celebration  for work or materials  claimed to have been  furnished to
Tenant to be  discharged  of  record or  properly  transferred  to a bond  under
Section  713.24,  Florida  Statutes,  within  ten days  after  notice to Tenant.
Further, Tenant agrees to indemnify, defend, and save Landlord harmless from and
against any damage or loss,  including  reasonable  attorneys' fees, incurred by
Landlord as a result of any liens or other  claims  arising out of or related to
work  performed in the  Premises by or on behalf of Tenant.  Tenant shall notify
every  contractor  making  improvements to the Premises that the interest of the
Landlord in the Premises  shall not be subject to liens for  improvements  to or
other work  performed  in the  Premises by or on behalf of Tenant.  Tenant shall
execute, acknowledge, and deliver without charge a short form of lease or notice
in recordable  form  containing a confirmation  that the interest of Landlord in
the Premises,  Building,  or Downtown  Celebration shall not be subject to liens
for  improvements  or other work  performed  in the  Premises by or on behalf of
Tenant.  If a short  form of lease or notice  is  executed,  it shall  expressly
provide that it shall be of no further force or effect after the last day of the
Lease Term or on the filing by Landlord of an affidavit  that the Lease Term has
expired  or this  Lease  has  been  terminated  or that  the  Tenant's  right to
possession of the Premises has been terminated.

      19.2. Notices of Commencement.  Prior to commencement by (or on behalf of)
Tenant  of any work on the  Premises  for  which a  Notice  of  Commencement  is
required  pursuant to Chapter 713, Florida  Statutes (or its successor),  Tenant
shall  record  such a notice in the  office of the Clerk of the  Circuit  Court,
Osceola County,  Florida,  identifying Tenant as the party for whom such work is
being  performed and  requiring  the service of copies of all notices,  liens or
claims of lien upon  Landlord.  Any such Notice of  Commencement  shall  clearly
reflect  that the  interest  of Tenant in the  Premises  is that of a  leasehold
estate and shall also  clearly  reflect that the interest of Landlord as the fee
simple  owner of the  Premises  shall not be  subject to  construction  liens on
account of the work which is the subject of such Notice of Commencement.  A copy
of any such  Notice  of  Commencement  shall be  furnished  to and  approved  by
Landlord and its attorneys prior to the recording thereof, as aforesaid.

20. EMINENT DOMAIN.
    ---------------

      20.1. Premises.

            20.1.1.  In the  event of a taking  by any  public  or  quasi-public
authority under the power of eminent domain, condemnation or expropriation or in
the event of a conveyance in lieu thereof (which events are herein  collectively
referred to as a "Taking") of the whole of the  Premises,  then this Lease shall
terminate, such termination to be effective, at the option of Landlord, upon the
date title to the Premises  vests in the  condemning  authority or the date when
Tenant is required to yield possession thereof.


                                       23
<PAGE>

            20.1.2.  In the event of a Taking of less than twenty  five  percent
(25%) of the Premises, then this Lease shall terminate only as to the part taken
as of the date Tenant is required to yield possession thereof.

            20.1.3.  In the event of a Taking of more than twenty  five  percent
(25%) of the  Premises,  if the  portion of the  Premises  remaining  after such
Taking shall be unsuitable  for conduct of the Permitted  Use, then Landlord and
Tenant shall each have the right to terminate this Lease by written notice given
to the other  within  sixty  (60)  days  after the date  Tenant is  required  to
surrender possession of the part of the Premises so taken.

            20.1.4. If there shall be a Taking of any part of the Premises,  and
this Lease is not  terminated  as set forth in Sections  20.1,  20.1.2 or 20.1.3
hereof, then:

                  20.1.4.(a) This Lease shall continue in full force and effect,
except  that the Base Rent shall be reduced to be that  amount  which  bears the
same base proportion to the Base Rent in effect immediately prior to such Taking
as the floor area of the Premises remaining after such Taking bears to the floor
area of the  Premises  immediately  preceding  such  Taking,  such  reduction to
commence as of the date that Tenant is required to surrender  possession  of the
part taken; and

                  20.1.4.(b) Upon receipt of the compensation awarded or payment
made for such  Taking,  Landlord  shall  commence to restore that portion of the
Premises  remaining to as near to its former condition as the circumstances will
permit; provided, however, that Landlord shall in no event be required to expend
funds in excess of the  compensation  awarded to Landlord  for such  repairs and
alterations.  If Landlord's  award is insufficient  to pay for the  restoration,
Tenant  shall  be  responsible  for  the  remaining  cost  and  expense  of such
restoration.  Tenant, at Tenant's expense,  shall make all necessary repairs and
alterations to, and restoration of all  Alterations,  Fixtures and Signs made or
installed  by  Tenant  and  all  floor  coverings,   furniture,   equipment  and
decorations.

      20.2.  Downtown  Celebration  Parking.  Notwithstanding  the provisions of
Section 21.2 or any other provision of this Lease to the contrary,  in the event
of a Taking of more than ten percent  (10%) of: (i) the  leasable  ground  floor
area of all of the Building;  or (ii) the parking areas in Downtown Celebration,
Landlord shall have the right, at its option, to terminate this Lease effective,
at the option of  Landlord,  either upon the date title vests in the  condemning
authority,  or upon the date  Landlord is required to deliver  possession of the
part taken or conveyed,  by giving written notice of such  termination to Tenant
prior to such date.

      20.3.  Waiver of Right to Compensation.  In the event of any Taking of the
Premises,  the Building,  the Common Property,  or any other portion of Downtown
Celebration, whether whole or partial, all compensation awarded or payments made
for the Taking of the fee and leasehold estate,  as damages or otherwise,  shall
belong to and be the property of Landlord,  except that Tenant shall be entitled
to recover from the condemning authority, but not from Landlord, such amounts as
may be separately  awarded to Tenant for removal expenses,  business  relocation
damages and moving expenses under the laws of the State of Florida,  provided no
such claim of Tenant shall diminish or adversely affect Landlord's award. Tenant
hereby assigns to Landlord all right, title and interest of Tenant in and to any
compensation  awarded or payment made for leasehold damages and/or diminution in
the value of Tenant's  leasehold  estate.  Whenever there is a dispute as to the
percentage of any Taking,  the  determination  of Landlord's  architect shall be
conclusive and binding upon the parties hereto.

21. SUBORDINATION AND ATTORNMENT.
    -----------------------------

      21.1. Subordination.  This Lease, Tenant's interest hereunder and Tenant's
leasehold  interest in and to the Premises are hereby agreed by Tenant to be and
are hereby made junior,  inferior,  subordinate  and subject,  in right,  title,
interest, lien, encumbrance, priority and all other respects, to any mortgage or
mortgages or any ground lease,  if Landlord  should now or at any time hereafter
hold its  interest in Downtown  Celebration,  or any part  thereof,  as a lessee
under a ground lease,  now or hereafter in force and effect upon or  encumbering
any or all,  or any  combination,  of the  Premises,  the  Building,  the Common
Property and any other  portion of the  Downtown  Celebration  Property,  or any
parts  thereof,  and  to  all  future   modifications,   extensions,   renewals,
consolidations  and  replacements  of, and all amendments and supplements to any
such ground lease, mortgage or mortgages,  and upon recording of any such ground
lease,  mortgage or mortgages,  the same shall be deemed to be prior in dignity,
lien and  encumbrance to this Lease,  Tenant's  interest  hereunder and Tenant's
leasehold  interest  in  and to  the  Premises  irrespective  of  the  dates  of
execution,  delivery  or  recordation  of any such  mortgage or  mortgages.  The
foregoing  subordination  provisions of this Section 21.1 shall be automatic and
self operative without the necessity of the execution of any further  instrument
or agreement of subordination on the part of Tenant.  However, if Landlord,  any
ground lessor or the holder or proposed holder of any such mortgage or mortgages
shall  request  that  Tenant  execute and  deliver  any  further  instrument  or
agreement  of  subordination  of this  Lease,  Tenant's  interest  hereunder  or
Tenant's leasehold  interest in the Premises to any such ground lease,  mortgage
or mortgages in  confirmation  or furtherance of or in addition to the foregoing
subordination provisions of this Section 21.1, Tenant shall promptly execute and
deliver the same to the requesting  party.


                                       24
<PAGE>

If, within thirty (30) days following  Tenant's  receipt of a written request by
Landlord or the holder or proposed holder of any such ground lease,  mortgage or
mortgages,  Tenant  shall  fail or refuse or shall  have not  executed  any such
further  instrument or agreement of subordination,  for whatever reason,  Tenant
shall be in breach and default of its  obligation to do so and of this Lease and
Landlord shall be entitled  thereupon to exercise any and all remedies available
to Landlord  pursuant  to this Lease or  otherwise  provided by law,  including,
without  limitation,  the  cancellation  and  termination  of this Lease without
incurring any  liability to Tenant on account  thereof.  The  provisions of this
Section 21.1 are material  considerations for and an inducement to the execution
of this Lease by Landlord and its demise of the Premises to Tenant. Accordingly,
any breach or default by Tenant of its covenants and obligations hereunder shall
be deemed to be and constitute a material and substantial  breach and default of
this Lease by Tenant.  Tenant does hereby make,  constitute and appoint Landlord
as Tenant's  attorney-in-fact with full power to execute and deliver in the name
of Tenant any instrument  referred to in this Section 21.1. The aforesaid  power
of attorney is given as security,  coupled with an interest and is  irrevocable.
Landlord agrees not to execute or deliver any such  instrument  under such power
unless  Tenant fails to execute and deliver such  instrument  within thirty (30)
days after requested, as provided in Section 21.1.

      21.2.  Attornment.  Tenant shall and hereby agrees to attorn, and be bound
under all of the terms,  provisions,  covenants and conditions of this Lease, to
any  successor of the  interest of Landlord  under this Lease for the balance of
the Term of this Lease  remaining at the time of the succession of such interest
to such successor. In particular,  in the event that any proceedings are brought
for the foreclosure of any mortgage encumbering any or all, or a combination of,
the  Premises,  the Building,  the Common  Property and any other portion of the
Downtown Celebration Property,  Tenant shall attorn to the purchaser at any such
foreclosure  sale and  recognize  such  purchaser as Landlord  under this Lease,
subject,  however,  to all of the terms and  conditions  of this  Lease.  Tenant
agrees  that  neither  the  purchaser  at any  such  foreclosure  sale  nor  the
foreclosing  mortgagee  shall  have any  liability  for any act or  omission  of
Landlord,  be subject to any offsets or defenses  which Tenant may have as claim
against  Landlord,  or be bound by any advance Rents which may have been paid by
Tenant to  Landlord  for more than the  current  period in which such Rents come
due.

      21.3. Lease of Downtown Celebration by Landlord. In the event Landlord is,
at the time of  execution  hereof,  the owner of the fee  title to the  Downtown
Celebration  Property and Landlord shall, at any time hereafter,  convey the fee
title in the Downtown  Celebration Property or part thereof, and then lease from
the grantee the  Downtown  Celebration  Property,  or part  thereof,  and if the
Premises shall be included in Landlord's leasehold estate, or if Landlord shall,
at any  time  hereafter,  convey  a ground  lease  of the  Downtown  Celebration
Property,  or part thereof, to a third party and the Premises is included in the
ground lessee's  leasehold  estate,  Tenant shall thereupon  become and shall be
deemed to be, for all  purposes,  a sub-tenant  of Landlord or the ground lessee
respectively,  and Tenant's leasehold estate shall be automatically subordinated
to such lease or ground lease. If Landlord's or ground lessee's leasehold estate
shall at any time expire or be terminated and the then owner of the fee title in
the Downtown Celebration Property shall, at its sole option, so request,  Tenant
will attorn to and recognize the then current owner of the Downtown  Celebration
Property as Landlord under this Lease for the balance of the then remaining Term
of this  Lease,  subject  to all the  terms  of this  Lease  and  will  execute,
acknowledge  and deliver to such owner,  without  charge,  such  instruments  of
attornment  as may be requested by such owner,  and Tenant shall not be entitled
to assert  against such owner,  any offsets or defenses which Tenant may have or
claim  against  Landlord,  or be bound by any  advance  Rents  paid by Tenant to
Landlord for more than the current period in which such Rents come due.

      21.4.  Sale of Downtown  Celebration by Landlord.  Landlord shall have the
unrestricted  right to  transfer  and  assign,  in whole or in part,  all of its
rights  and  obligations  hereunder  and  in the  Building  or any or all of the
Downtown  Celebration  Property,  and in such  event  and  upon  such  transfer,
Landlord shall be released from any further  obligations  hereunder,  and Tenant
agrees  to  look  solely  to  such  successor-in-interest  of  Landlord  for the
performance of such obligations.

22. END OF TERM.
    ------------

      22.1. Surrender of Premises.  Tenant shall, on the last day of the Term of
this  Lease  or upon the  sooner  termination  thereof,  peaceably  and  quietly
surrender  and deliver the  Premises  to Landlord  "broom  clean" in good order,
condition  and  repair,  reasonable  wear and tear and  damage  by fire or other
casualty excepted, and free and clear of liens and encumbrances.

      22.2.  Title to Leasehold  Improvements.  In addition to the provisions of
Article 15 regarding  the  ownership of the  Alterations  and Fixtures  upon the
expiration  of the Term or sooner  termination  of this Lease,  whichever  shall
first  occur,  all  leasehold   improvements,   whether  originally  constructed
installed,  delivered  or placed in the  Premises by  Landlord or Tenant,  shall
remain in the  Premises as part  thereof and as the  property of  Landlord,  and
title thereto shall thereupon,  and without further act of either party, vest in
Landlord.  However,  if requested by Landlord,  Tenant shall promptly thereafter
execute  and  deliver  to  Landlord  such deed or bill of sale as  Landlord  may
reasonably require, provided that no covenant, warranty, representation or other
liability of Tenant shall be contained  therein.  Notwithstanding  the foregoing
provisions  of this Section  22.2,  if  requested  to do so by Landlord,  Tenant
shall, at its


                                       25
<PAGE>

expense,  within  the last  thirty  (30) days of the  expiration  of the Term or
immediately  upon any earlier  termination  of this Lease,  remove any or all of
such items, as requested by Landlord,  from the Premises and promptly repair any
damage to the Premises  resulting  from such  removal.  In the event that Tenant
shall not remove such items following  Landlord's request to do so, Landlord may
remove the same for the account of Tenant,  and Tenant shall promptly  reimburse
Landlord for the cost of such removal as Additional Rent upon demand.

      22.3. Holding Over. If Tenant or any other person or party shall remain in
possession of the Premises or any part thereof  following the  expiration of the
Term or earlier  termination  of this  Lease  without  an  agreement  in writing
between Landlord and Tenant with respect thereto, at the option of Landlord, the
person  or party  remaining  in  possession  shall be  deemed  to be a tenant at
sufferance,  and during any such holdover, the Rents payable under this Lease by
such  tenant  at  sufferance  shall  be  double  the  rate or  rates  in  effect
immediately  prior to the expiration of the Term or earlier  termination of this
Lease. In addition,  Tenant agrees to pay monthly: (i) one-twelfth (1/12) of the
taxes payable for the calendar  year in which the  expiration  occurs;  (ii) the
Downtown  Celebration Common Expenses and Building Common Expenses,  payable for
such  month;  (iii) the cost of  insurance  for  which  Tenant  would  have been
responsible if this Lease had been renewed on the same terms  contained  herein;
(iv) all sales taxes assessed against such items; and (v) any and all Additional
Rent otherwise payable by Tenant  hereunder.  In no event,  however,  shall such
holding over be deemed or  construed to be or  constitute a renewal or extension
of this Lease.

23. INDEMNITY.
    ----------

      23.1.  Indemnification of Landlord.  Tenant shall defend,  indemnify, save
and hold Landlord (and Landlord's parent company, their related,  affiliated and
subsidiary companies, and the officers, directors, agents, employees and assigns
of each of those  parties  whom  Tenant is required  within  this  parenthetical
phrase to name as additional  insureds under Tenant's  liability policy pursuant
to Section 13.1) and the  Association  harmless from and against,  and reimburse
such parties for, any and all obligations,  damages, injunctions,  suits, fines,
penalties, demands, claims, costs, expenses, actions,  liabilities,  proceedings
and losses of whatever nature (including,  without  limitation,  Attorneys' Fees
and court costs),  incurred by the persons  hereby  required to be  indemnified,
arising directly or indirectly from or out of:

            23.1.1.  any  failure  by  Tenant  to  perform  any  of  the  terms,
provisions,  covenants  or  conditions  of this  Lease  on  Tenant's  part to be
performed;

            23.1.2.  any accident,  injury or damage to person or property which
shall happen at, in or upon the Premises, however occurring,  including, without
limitation,  any  claims  against  any third  party  providing  fire  monitoring
services to the Premises;

            23.1.3.   any  matter  or  thing  growing  out  of  the   condition,
occupation,  maintenance,  alteration, repair, use or operation by any person of
the Premises,  or the operation of the business contemplated by this Lease to be
conducted  thereon,   thereat,   therein,  or  therefrom,   including,   without
limitation, the sale of any product, merchandise or service;

            23.1.4.  any failure of Tenant to comply with any laws,  ordinances,
requirements,  orders,  directions,  rules or  regulations  of any  governmental
authority;

            23.1.5. any failure of Tenant to comply with the requirements of the
ADA;

            23.1.6. any contamination of the Premises,  the Building, the Common
Property, or any other portion of Downtown  Celebration,  occasioned by the use,
transportation,  storage, disposal or discharge thereon, therein or therefrom of
any Hazardous Materials, whether by Tenant or by any agent or invitee of Tenant;
or

            23.1.7.  any discharge of biomedical,  toxic or hazardous  sewage or
waste  materials  from the Premises into any sanitary  sewer system  serving the
Premises,  the Building,  the Common Property,  or any other portion of Downtown
Celebration, whether by Tenant or by any agent of Tenant.

Tenant's  indemnity  obligations  under this Article and elsewhere in this Lease
arising prior to the  termination,  assignment or expiration of this Lease shall
survive any such termination, assignment or expiration.


                                       26
<PAGE>

24. Notice of Claim or Suit. Tenant shall promptly notify Landlord of any claim,
action,  proceeding or suit instituted or threatened  against  Landlord of which
Tenant  receives  notice or of which  Tenant  acquires  knowledge.  In the event
Landlord is made a party to any action for damages or other relief against which
Tenant has indemnified Landlord, as aforesaid, Tenant shall defend Landlord, pay
all costs and shall provide effective counsel to Landlord in such litigation or,
at  Landlord's  option,  shall pay all  Attorneys'  Fees incurred by Landlord in
connection with its own defense or settlement of said litigation.

25. DEFAULT; LANDLORD'S LIEN.
    -------------------------

      25.1.  Event of Default.  In addition to any other provision of this Lease
that expressly  provides that a particular  event shall  constitute an "Event of
Default"  by  Tenant  under  this  Lease,  each of the  following  events  shall
constitute  an "Event of Default"  hereunder  by Tenant and shall  constitute  a
breach of this Lease and shall be subject to the notice  provisions set forth in
Section 25.5 hereof (except as may be expressly stated therein):

            25.1.1.  If, at any time during the Term of this Lease,  Tenant,  or
any guarantor of any of Tenant's  obligations  hereunder (a  "Guarantor") or any
partner of Guarantor,  or any principal of any  Guarantor,  or any franchisor of
rights to Tenant relating to the Permitted Use of the Premises (a  "Franchisor")
(collectively "Related Parties" and individually, a "Related Party"), shall file
in any court,  pursuant  to any  statute  of either the United  States or of any
State,  a  petition  in  bankruptcy  or  insolvency,  or for  reorganization  or
arrangement,  or for the  appointment  of a  receiver  or  trustee of all or any
portion  of  Tenant's  or any  Related  Parties'  property,  including,  without
limitation,  its leasehold interest in the Premises, or if Tenant or any Related
Party shall make an assignment for the benefit of its creditors or petitions for
or enters into an arrangement with its creditors.

            25.1.2.  If, at any time during the Term of this Lease,  there shall
be filed  against  Tenant or any Related  Party,  in any courts  pursuant to any
statute  of the United  States or of any State,  a  petition  in  bankruptcy  or
insolvency,  or for  reorganization,  or for the  appointment  of a receiver  or
trustee  of all or a  portion  of  Tenant's  or any  Related  Party's  property,
including, without limitation, its leasehold interest in the Premises.

            25.1.3. If Tenant's  leasehold  interest in the Premises or property
therein shall be seized under any levy,  execution,  attachment or other process
of court, or if Tenant's  leasehold interest in the Premises is sold by judicial
sale.

            25.1.4.  If Tenant shall fail to pay,  when due,  any Rents  payable
hereunder  or portion  thereof,  or any other sum due to  Landlord  from  Tenant
hereunder.

            25.1.5. If the Premises or any portion thereof are used or permitted
to be used for any Restricted  Uses or other purpose,  or for the conduct of any
business or activity not permitted by this Lease, or Tenant,  at any time during
the Term of this Lease,  fails to comply with standards of quality control which
may be established by Landlord, at Landlord's sole and absolute discretion, from
time to time.

            25.1.6.  If Tenant  removes or attempts to remove,  or  manifests an
intention to remove,  Tenant's property from or out of the Premises,  other than
in the usual and ordinary course of Tenant's business, without the prior written
consent and approval of Landlord  and without  having first paid to Landlord all
Rents which may become due during the entire Term of this Lease.

            25.1.7.  If any assignment or transfer shall be made or deemed to be
made that is in violation of any of the provisions of this Lease.

            25.1.8.  If Tenant shall fail to abide by, comply with or conform to
any applicable  laws or with any of the rules and  regulations  established  and
promulgated by Landlord or the Association with respect to Downtown Celebration,
the Common  Property  or the  Premises  and such  failure  continues  beyond the
shorter of the notice  period  provided in Section 25.5 below or the cure period
provided  by the  applicable  the  applicable  law,  rule or  regulation  or the
applicable notice of violation thereof.

            25.1.9.  If  Tenant  shall  fail to  comply  with  any  other  term,
provision, covenant or condition of this Lease.

            25.1.10.  If any franchise or other agreement which grants to Tenant
the right to operate  the  Premises  for the  Permitted  Use or utilize the name
under which Tenant is obligated to operate its business hereunder, is terminated
by either party to such agreement,  or the person or entity granting such rights
to Tenant  assigns,  sells,  conveys or  otherwise  transfers  any of its rights
thereunder  to any third  party or entity,  in whole or in part  (other  than as
security for financing obtained by such party) without Landlord's prior consent.


                                       27
<PAGE>

            25.1.11.  If  Tenant  shall  suffer a  material  adverse  change  in
Tenant's business or financial  condition,  as indicated by the annual financial
statements  provided to Landlord,  if any, or as otherwise  becomes  apparent to
Landlord.

            25.1.12.  Any default or breach by Tenant of Tenant's  covenants  or
obligations under this Lease shall be deemed to be an Event of Default under any
other  lease or  agreement  between  Tenant  and  Landlord  or Tenant and any of
Landlord's Affiliates.

      25.2.  Remedies.  If an Event of Default shall occur, then and in addition
to any other rights or remedies Landlord may have under this Lease and at law or
in  equity,  Landlord  shall  have  all  remedies  available  at law or  equity,
including, but not limited to:

            25.2.1.  Without  terminating this Lease, to accelerate the whole or
any part of the Base Rent,  Additional Rent and other charges,  payments,  costs
and expenses herein agreed to be paid by Tenant for the entire unexpired balance
of the Term of this Lease,  including,  without  limitation,  Tenant's Allocated
Percentage Share of Downtown Celebration Common Expenses or Allocated Percentage
Share of Building Common and Building Commercial Common Expenses,  and any Rent,
other charges, payments, costs and expenses if so accelerated shall, in addition
to any and all  installments  of Rent  already  due and  payable and in arrears,
and/or  any other  charge,  expense or cost  herein  agreed to be paid by Tenant
which may be due and payable and in arrears, be deemed due and payable as if, by
the terms and provisions of this Lease, such accelerated Rent and other charges,
payments, costs, and expenses were on that date payable in advance.

            25.2.2.  After  use of  appropriate  summary  process,  to enter the
Premises and without further demand or notice, proceed to distress and have sold
the goods,  chattels and  personal  property  there found,  to levy the Rent and
Tenant  shall  pay all  costs  and  officer's  commissions,  including,  without
limitation,  watchmen's  wages and sums  chargeable  to  Landlord,  and  further
including,  without limitation,  any sums chargeable  according to state law, as
commissions  to the constable or other person making the levy,  and in such case
all costs,  officer's commissions and other charges shall immediately attach and
become part of the claim of Landlord  for Rent,  and any tender of Rent  without
said costs,  commissions  and charges  made,  after the issuance of a warrant of
distress, shall not be sufficient to satisfy the claim of Landlord.

            25.2.3.  After use of appropriate  summary process,  to re-enter the
Premises and without further demand or notice, remove all persons and all or any
property therefrom, by summary eviction proceedings or by any suitable action or
proceeding at law,  without being liable to  indictment,  prosecution or damages
therefor,  and repossess and enjoy the Premises,  together with all Alterations,
Fixtures, Signs and other installations of Tenant. Upon recovering possession of
the  Premises by reason of or based upon or arising out of a default on the part
of Tenant,  Landlord may, at Landlord's  option,  either terminate this Lease or
make such  alterations  and  repairs as may be  necessary  in order to relet the
Premises and relet the Premises or any part or parts  thereof for the account of
Tenant, either in Landlord's name or otherwise, for a term or terms which may at
Landlord's  option be less than or exceed the period which would  otherwise have
constituted  the  balance  of the Term of this  Lease and at such Rents and upon
such other terms and conditions as in Landlord's  reasonable discretion may seem
advisable  and to such person or persons as may in  Landlord's  discretion  seem
best;  upon each  such  reletting  all  Rents  received  by  Landlord  from such
reletting  shall be applied:  first, to the payment of any costs and expenses of
such reletting, including, without limitation,  brokerage fees and Attorney Fees
and all costs of such  alterations  and repairs;  second,  to the payment of any
indebtedness  other than Rent due hereunder from Tenant to Landlord;  third,  to
the payment of Rent due and unpaid hereunder,  and the residue, if any, shall be
held by Landlord  and applied in payment of future Rent as it may become due and
payable hereunder. If such rentals received from such reletting during any month
shall be less than that to be paid during that month by Tenant hereunder, Tenant
shall pay any such deficiency to Landlord.  Such deficiency  shall be calculated
and paid monthly.  No such re-entry or taking  possession of the Premises or the
making of alterations and/or improvements thereto or the reletting thereof shall
be  construed  as an election on the part of  Landlord to  terminate  this Lease
unless written notice of such intention be given to Tenant. Landlord shall in no
event be liable in any way  whatsoever  for failure to relet the Premises or, in
the event that the Premises or any part or parts thereof are relet,  for failure
to  collect  the rent  thereof  under  such  reletting.  Tenant,  for Tenant and
Tenant's  successors and assigns,  hereby  irrevocably  constitutes and appoints
Landlord as Tenant's  and their agent to collect the Rents due and to become due
under all  subleases  of the  Premises or any parts  thereof  without in any way
affecting Tenant's obligation to pay any unpaid balance of Rent due or to become
due hereunder.  Notwithstanding any such reletting without termination, Landlord
may at any time  thereafter  elect to  terminate  this  Lease for such  previous
breach.

            25.2.4.  To declare a default  hereunder and take  possession of the
Premises  without  any right on the part of Tenant  to waive the  forfeiture  by
payment  of any  sum  due or by  other  performance  of any  condition,  term or
covenant broken; whereupon Landlord shall be entitled to recover, in addition to
any and all sums and damages for violation of Tenant's obligations  hereunder in
existence at such time,  damages for Tenant's  default in an amount equal to the
amount of the Rent  reserved for the balance of the Term of this Lease,  as well
as all other charges,  payments,  costs and expenses herein agreed to be paid by
Tenant.


                                       28
<PAGE>

            25.2.5.  To terminate this Lease and the term hereby created without
any right on the part of Tenant to cure the forfeiture by payment of any sum due
or by other  performance of any condition,  term or covenant  broken;  whereupon
Landlord  shall be  entitled  to  recover,  in  addition to any and all sums and
damages for violation of Tenant's obligations hereunder in existence at the time
of such  termination,  damages for  Tenant's  default in an amount  equal to the
amount of the Rent  reserved for the balance of the term of this Lease,  as well
as all other charges,  payments, costs and the expenses herein agreed to be paid
by Tenant.

      25.3. Rights Not Exclusive; Additional Remedies. No right or remedy herein
conferred  upon or reserved to Landlord is intended to be exclusive of any other
right or remedy  herein or by law provided but each shall be  cumulative  and in
addition  to every  other  right or  remedy  given  herein  or now or  hereafter
existing at law or in equity or by statute.  Nothing herein  contained  shall be
construed as precluding  Landlord from having or exercising such lawful remedies
as may be and become  necessary  in order to  preserve  Landlord's  right or the
interest  of  Landlord  in the  Premises  and in this  Lease,  even  before  the
expiration  of any  notice  periods  provided  for in this  Lease,  if under the
particular circumstances then existing the allowance of such notice periods will
prejudice  or will  endanger the rights and estate of Landlord in this Lease and
in the Premises.

      25.4.  Waivers by Tenant.  Tenant  expressly,  knowingly,  and voluntarily
waives  all  constitutional,  statutory,  or common  law  bonding  requirements,
including the requirement under Section 83.12,  Florida Statutes,  that Landlord
file a bond  payable to Tenant in at least  double the sum  demanded by Landlord
(or  double the value of the  property  sought to be  distrained),  it being the
intention  of the parties that no bond shall be required to be filed by Landlord
in any distress  action.  Tenant  further  waives the right under Section 83.14,
Florida Statutes to replevy distrained property.  Tenant, for itself and for all
persons  claiming by, through or under it, hereby  expressly  waives any and all
rights which are or may be conferred upon Tenant by any present or future law to
redeem the Premises.  If Landlord  shall  acquire  possession of the Premises by
summary proceedings, or in any other lawful manner without judicial proceedings,
it shall be  deemed a reentry  within  the  meaning  of the word as used in this
Lease.

      25.5.  Calculations  of Amounts  Due. For the purpose of  calculating  the
accelerated  Rent  payable  under  Section  25.2.1 of this Article and the "Rent
reserved for the balance of the Term of this Lease" for the purposes of Sections
25.2.4 and 25.2.5 hereof,  the amount payable as Tenant's  Allocated  Percentage
Share of Downtown  Celebration Common Expenses and Allocated Percentage Share of
Building Common and Building Commercial Common Expenses,  for the balance of the
Term  hereof (as if this  Lease had not been  terminated)  shall be that  amount
equal to the  product of (i) the sum of the  highest  amount  paid or payable by
Tenant in any prior  calendar year during the term of this Lease for each of the
foregoing items,  multiplied by (ii) the number of calendar years (including any
fractional  calendar year)  remaining in the Term (as if this Lease had not been
terminated) of this Lease (the "Remaining Term").

      25.6.  Notice to  Tenant.  Notwithstanding  anything  hereinabove  stated,
Landlord agrees that Landlord will not exercise any right or remedy provided for
in this Lease or allowed by law because of any default of Tenant, other than the
collection  of late charges and fees and the  collection  of interest on amounts
due and unpaid, unless Landlord shall have first given written notice thereof to
Tenant and Tenant,  within a period of five (5) days after receipt of Landlord's
notice  shall have failed to pay the sum or sums due if the default  consists of
the failure to pay any  monetary sum  required to be paid  hereunder,  or if the
default consists of something other than the failure to pay money,  Tenant shall
have failed within  thirty (30) days of receipt of Landlord's  notice to correct
such default (or such shorter period of cure as is otherwise  expressly provided
in this Lease).  Notwithstanding  the  foregoing,  no such notice from  Landlord
shall be required,  nor shall Landlord be required to allow any part of the said
cure period,  if Tenant shall have  temporarily or permanently  ceased operating
and using the Premises to the extent and in the manner  required under Article 6
hereof except temporary closings as may be otherwise  permitted herein following
casualty or temporary  taking,  or Tenant,  any  Guarantor or any Related  Party
shall have filed a petition in  bankruptcy  or for  reorganization  or a bill in
equity or shall otherwise initiate proceedings for the appointment of a receiver
of Tenant's,  the Guarantor's or the Related Party's assets, or if a receiver or
trustee is appointed for Tenant,  any Guarantor or any Related  Parties and such
appointment and such receivership or trusteeship is not terminated within thirty
(30) days, or Tenant,  any  Guarantor,  or any Related Party makes an assignment
for the benefit of creditors or if Tenant is levied upon and is about to be sold
out upon the Premises by a sheriff,  marshal or constable, or if Tenant defaults
in an  obligation  hereunder  which  cannot  be cured or for  which  this  Lease
expressly  provides no notice or  opportunity  to cure will be given,  or in the
event of the  occurrence  of any of the Event of Default  described  in the last
sentence of Section 9.1 or subsection  25.1.11 hereof, and provided further that
if Tenant  shall  commit  the same or  similar  default  more than two (2) times
during  the Lease  Term,  such  default  shall be deemed  to be  deliberate  and
Landlord  shall not be  required to give any notice  called for by this  Section
25.5.

      25.7. Notice to Landlord.  Landlord shall in no event be in default in the
performance of any of its obligations in this Lease  contained  unless and until
Landlord  shall have  failed to  commence to perform  such  obligation  within a
reasonable  period of time  after  receipt  of  written  notice  from  Tenant by
Landlord (no less than 30 days) properly  specifying wherein Landlord has failed
to perform any such  obligation or shall have failed to proceed  thereafter with
reasonable diligence to complete such performance.


                                       29
<PAGE>

      25.8. Landlord's Lien. LANDLORD SHALL HAVE AT ALL TIMES DURING THE TERM OF
THIS LEASE,  A VALID FIRST AND PRIOR  CONTRACT LIEN FOR ALL RENTS AND OTHER SUMS
OF MONEY BECOMING DUE HEREUNDER FROM TENANT, UPON FURNITURE, FIXTURES, EQUIPMENT
AND OTHER PERSONAL  PROPERTY  (INCLUDING,  WITHOUT  LIMITATION,  REMOVABLE TRADE
FIXTURES)  AND  EFFECTS OF TENANT  SITUATED  IN OR UPON THE  PREMISES,  AND SUCH
PROPERTY  SHALL NOT BE REMOVED  THEREFROM  WITHOUT THE  APPROVAL  AND CONSENT OF
LANDLORD  UNTIL ALL ARREARAGE IN RENT AS WELL AS ANY AND ALL OTHER SUMS OF MONEY
THEN DUE TO  LANDLORD  HEREUNDER  SHALL FIRST HAVE BEEN PAID AND  DISCHARGED  IN
FULL.  UPON THE  OCCURRENCE OF ANY EVENT OF DEFAULT BY TENANT,  LANDLORD MAY, IN
ADDITION TO ANY OTHER  REMEDIES  PROVIDED  HEREIN OR BY LAW OR IN EQUITY,  ENTER
UPON  THE  PREMISES  AND TAKE  POSSESSION  OF ANY AND ALL  FURNITURE,  FIXTURES,
EQUIPMENT AND OTHER PERSONAL PROPERTY (INCLUDING, WITHOUT LIMITATION,  REMOVABLE
TRADE FIXTURES) AND EFFECTS OF TENANT  SITUATED IN OR UPON THE PREMISES  WITHOUT
LIABILITY  FOR  TRESPASS OR  CONVERSION,  AND SELL THE SAME AT PUBLIC OR PRIVATE
SALE, WITH OR WITHOUT HAVING SUCH PROPERTY AT THE SALE, AT WHICH LANDLORD OR ITS
ASSIGNS MAY PURCHASE,  AND APPLY THE PROCEEDS THEREOF, LESS ANY AND ALL EXPENSES
CONNECTED  WITH THE TAKING OF POSSESSION  AND SALE OF THE PROPERTY,  AS A CREDIT
AGAINST  ANY  SUMS  DUE BY  TENANT  AND  TENANT  AGREES  TO PAY  ANY  DEFICIENCY
FORTHWITH.  ALTERNATIVELY,  THE LIEN  HEREBY  GRANTED MAY BE  FORECLOSED  IN THE
MANNER AND FORM PROVIDED BY LAW FOR FORECLOSURE OF SECURITY  INTERESTS OR IN ANY
OTHER MANNER AND FORM PROVIDED BY LAW. THE  STATUTORY  LIEN FOR RENT, IF ANY, IS
NOT HEREBY WAIVED AND THE EXPRESS CONTRACTUAL LIEN HEREIN GRANTED IS IN ADDITION
THERETO AND SUPPLEMENTARY THERETO. IF REQUESTED AT ANY TIME BY LANDLORD,  TENANT
SHALL  EXECUTE  AND  DELIVER  TO  LANDLORD  UNIFORM  COMMERCIAL  CODE  FINANCING
STATEMENTS IN SUFFICIENT FORM SO THAT WHEN PROPERLY FILED, THE SECURITY INTEREST
HEREBY GIVEN SHALL THEREUPON BE PERFECTED.  IF REQUESTED  HEREAFTER BY LANDLORD,
TENANT  SHALL ALSO  EXECUTE  AND  DELIVER TO LANDLORD  UNIFORM  COMMERCIAL  CODE
FINANCING  STATEMENT CHANGE INSTRUMENTS IN SUFFICIENT FORM TO REFLECT ANY PROPER
AMENDMENT OR MODIFICATION IN OR EXTENSION OF THE AFORESAID CONTRACT LIEN AND THE
RIGHTS AND  REMEDIES OF A SECURED  PARTY UNDER THE  UNIFORM  COMMERCIAL  CODE AS
ADOPTED IN THE STATE OF FLORIDA FROM TIME TO TIME.

26. NO ABATEMENT OF RENT. No abatement, diminution or reduction of Rent, charges
or other  compensation  shall be allowed to Tenant or any person  claiming under
Tenant, and no abatement,  diminution or reduction of Tenant's other obligations
hereunder  shall be  allowed  to  Tenant,  under  any  circumstances  whatsoever
including,  without  limitation,  inconvenience,   discomfort,  interruption  of
business  or  otherwise  by virtue  of, or  arising  out of:  (a) the  making of
alterations,  changes, additions, improvements or repairs to the Premises or any
other portion of Downtown  Celebration;  (b) any present or future  governmental
laws, ordinances,  requirements,  orders, directions,  rules or regulations; (c)
restoration of the Premises or any other portion of Downtown  Celebration  after
damage,  destruction  or  partial  condemnation;  or  (d)  any  other  cause  or
occurrence.

27. NOTICES.
    --------

      27.1. Notices to Parties. Any notice,  demand,  request,  offer,  consent,
approval or  communication  to be provided  under this Lease shall be in writing
and  sent by one of the  methods  hereinafter  described  and  shall  be  deemed
received: (i) three (3) business days after it is deposited, postage prepaid, in
the United  States mail,  certified  or  registered  mail with a return  receipt
requested,  addressed (as the case may be) to Landlord at Landlord's Address for
Notices set forth in Section 1.1  hereof,  or to Tenant at Tenant's  Address for
Notices set forth in Section 1.1 hereof;  (ii) the next delivery day after it is
deposited for overnight delivery with a nationally  recognized and reputable air
courier (with electronic tracking  requested)  addressed (as the case may be) to
Landlord at Landlord's  Address for Notices set forth in Section 1.1 hereof,  or
to Tenant at Tenant's Address for Notices set forth in Section 1.1 hereof; (iii)
the same day it is  personally  delivered  (as the case may be) to  Landlord  at
Landlord's  Address for Notices set forth in Section 1.1 hereof, or to Tenant at
Tenant's  Address for  Notices  set forth in Section  1.1  hereof;  or (iv) upon
confirmation  of receipt of  electronic  transmission  if sent by  facsimile  or
telecopier  transmission to Landlord at Landlord's facsimile number set forth in
Landlord's Address for Notices set forth in Section 1.1 or to Tenant at Tenant's
facsimile  number set forth in Tenant's Address for Notices set forth in Section
1.1 (as the case may be) and in such case of facsimile  transmission,  a copy is
also  contemporaneously  sent by one of the methods  described in the  preceding
clause  (i),  (ii) or (iii) of this  Section  (it being  understood  and agreed,
however,  that such notice shall be deemed  received  upon receipt of electronic
transmission.  Notwithstanding  the foregoing,  in the event any notice or other
communication  as  described  in this  Section is sent by Tenant to  Landlord by
overnight  delivery or  personal  delivery  and it is  received by Landlord  (or
delivery is attempted) during  non-business  hours (i.e., other than during 8:30
a.m. to 5:00 p.m. EST/EDT (as the case may be) Monday through Friday,  excluding
holidays),  then such notice or other  communication shall not be deemed to have
been  received  until  the next  business  day.  Either  party may  designate  a
different  address for receiving  notices hereunder by notice to


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the other party in accordance with the provisions of this Section 27.1.  Further
notwithstanding the foregoing, if any notice or other communication described in
this  Section  is sent by either  party  hereto to the other and such  notice or
other communication has not been sent in compliance with this Section but has in
fact  actually  been  received  by the other  party,  then such  notice or other
communication  shall be deemed to have been duly given by the sending  party and
received by the  recipient  party  effective  as of such date of actual  receipt
(irrespective  of  whether  such  notice  or  other  communication  was  sent in
accordance  with the foregoing  terms of this  Section).  Tenant  designates and
appoints,  as its agent to  receive  notice of all  dispossessory  or  distraint
proceedings  and all notices  required  under this Lease,  the general  manager,
assistant  manager or person in charge of the Premises at the time the notice is
given, and, if no person is in charge of the Premises at that time, such service
of notice may be made by attaching the same, in lieu of mailing, on any entrance
to the Premises.  Notwithstanding  anything in this Article to the contrary, any
notice mailed to the last  designated  address of any person or party to which a
notice may be or is required to be delivered pursuant to this Lease shall not be
deemed  ineffective if actual delivery cannot be made due to a change of address
of the person or party to which the notice is directed or the failure or refusal
of such person or party to accept delivery of the notice.

28. MISCELLANEOUS.
    --------------

      28.1.  Standard for Tenant  Operations.  Tenant  understands,  and it is a
consideration  for which Tenant  enters into this Lease,  that the customers and
patrons of  Tenant's  business  will  reasonably  expect that the  products  and
services  provided by Tenant,  and the manner of  providing  such  products  and
services, will be of the high standard generally and customarily associated with
Landlord and CELEBRATION;  that it is in the best interest of all concerned that
the  customers  and patrons of Tenant's  business be provided  with products and
services of a high standard;  and that Tenant will be held to a high standard in
affording  such  products  and  services.  Accordingly,  Tenant  shall  give due
consideration  to  recommendations  and suggestions  that Landlord may make from
time to time toward the  continued  operation  of the  Premises and the business
contemplated  by this Lease to be conducted  thereon,  therein and  therefrom in
accordance with the intent expressed in this Section.  Landlord and Tenant shall
confer with respect to excessive complaints of customers and patrons of Tenant's
business which come to the attention of Landlord.  If such complaints  relate to
product  quality,  customer service or the cleanliness or the state of repair or
other  condition  of the  Premises  and are  reasonably  found by Landlord to be
justified,  Tenant  shall  remedy  immediately  the  cause  or  causes  of  such
complaints.

      28.2.  Restrictions  on Use of Names.  Tenant shall not, by reason of this
Lease,  acquire any right to use,  and Tenant  agrees that it shall not use, the
names  "CELEBRATION",  "WALT DISNEY  WORLD(R)" or "DISNEY"  (either  alone or in
conjunction  with  or as a part  of any  other  word or  name)  or any  fanciful
characters,  designs  or  other  images  associated  with  Landlord  or  any  of
Landlord's  Affiliates in any  advertising or promotional  materials or on or in
connection  with any products or services or expressly  state or otherwise imply
any endorsement of Tenant's business, products or services by Landlord or any of
Landlord's  Affiliates  without,  in each such  instance,  first  obtaining  the
express  written  consent and approval of Landlord or the  particular  Affiliate
which holds ownership,  copyright or trademark rights with respect to such name,
fanciful characters or designs,  which consent may be given or withheld in their
sole, absolute and unbridled discretion,  it being clearly understood and agreed
by  Tenant  that  the  provisions  of  Section  28.3  of  this  Lease  shall  be
inapplicable  to any such consent and approval.  Landlord  shall provide  Tenant
with advertising language and graphics which Tenant shall use in its advertising
and  promotional  materials  when Tenant elects to advertise or promote the fact
that its business is located in Celebration and the use of any other language or
graphics  for such  purposes  shall be deemed  to be an  incurable  default  for
purposes of this Lease.  This Section 27.2 shall  survive  expiration or earlier
termination of this Lease.

      28.3. Consent or Approval of Landlord.  In all instances where Landlord is
required to act  reasonably in giving or  withholding  Landlord's  consent or in
making any decision  under this Lease,  or in any  instance  where common law or
equity  would  require  Landlord to not  unreasonably  withhold  its approval or
consent, Landlord shall be entitled to take into account, in determining whether
or not to grant or withhold  approval or consent,  Landlord's  ownership  and/or
management of Downtown  Celebration  and  Landlord's  concerns that the level of
quality,  appearance,  service,  product  and  overall  customer  experience  at
Downtown  Celebration be of the highest character and of quality, of service and
appearance.  Tenant's  sole  remedy,  in the  event  that a court  of  competent
jurisdiction  subsequently  determines that Landlord  unreasonably  withheld its
consent or  approval  to any action  proposed  to be taken by Tenant as to which
Landlord is required to not unreasonably withhold its consent or approval,  will
be to obtain the right to take such proposed  action and to be reimbursed  legal
fees and expenses incurred in such action.

      28.4. Landlord May Cure Tenant's Defaults.  If Tenant shall default in the
performance  of any term,  provisions,  covenant or  condition on its part to be
performed hereunder, Landlord may but shall not be obligated to, after notice to
Tenant and a reasonable time to perform after such notice (or without notice if,
in Landlord's  reasonable opinion, an emergency exists) perform the same for the
account  and at the  expense  of  Tenant.  If, at any time and by reason of such
default,  Landlord is compelled to pay, or elects to pay, any sum of money or do
any act which will  require the payment of any sum of money,  or is compelled to
incur any expense in the enforcement of its rights hereunder or otherwise,  such
sum or sums together with interest  thereon at the Default Rate,


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<PAGE>

shall be deemed  Additional  Rent  hereunder  and shall be repaid to Landlord by
Tenant  promptly  when billed  therefor,  and  Landlord  shall have all the same
rights and  remedies in respect  thereof as Landlord has in respect of the Rents
herein reserved.

      28.5.  Financial  Statements.  From time to time, upon Landlord's  written
request, Tenant shall promptly furnish to Landlord financial statements prepared
by Tenant's  independent  certified  public  accountant  setting forth  Tenant's
then-current financial condition.

      28.6. Estoppel  Certificates.  From time to time, Tenant, on not less than
five days' prior notice from Landlord or Landlord's mortgagee, shall execute and
deliver to Landlord  or  Landlord's  mortgagee,  as the case may be, an estoppel
certificate  in  a  form  generally   consistent   with  the   requirements   of
institutional lenders and certified to Landlord and any mortgagee or prospective
mortgagee or purchaser of the Building. In addition, if requested,  Tenant shall
provide  any  financial  information  concerning  Tenant and  Tenant's  business
operations  and Guarantor  that may be reasonably  requested by any mortgagee or
prospective mortgagee or purchaser of the Building.

      28.7.  Mortgagee  Approval.  If any  mortgagee  of  Landlord,  who  now or
hereafter  holds a mortgage  on the  Building  or any other  portion of Downtown
Celebration, requires any modification of the terms and provisions of this Lease
as a condition to such  financing as Landlord may desire,  then  Landlord  shall
have the right to cancel  this Lease if Tenant  fails or refuses to approve  and
execute such  modification(s)  within thirty (30) days after Landlord's  request
therefor.  Upon such cancellation by Landlord, this Lease shall be null and void
and neither  party shall have any  liability  either for damages or otherwise to
the other by reason of such cancellation.  In no event, however, shall Tenant be
required to agree,  and Landlord  shall not have any right of  cancellation  for
Tenant's  refusal to agree, to any  modification of the provisions of this Lease
relating  to:  the amount of Rent or other  charges  reserved  herein;  the size
and/or location of the Premises;  the duration and/or  Commencement  Date of the
Term;  or the  reduction  of the  improvements  to be  made by  Landlord  to the
Premises prior to delivery of possession.

      28.8.   Limitation  on  Right  of  Recovery   Against   Landlord.   Tenant
acknowledges and agrees that the liability of Landlord under this Lease shall be
limited  to the  value of its  equity  interest  in the  Building.  No  personal
judgment  shall  lie  against  Landlord  (or  any  of its  officers,  directors,
employers,  agents or representatives)  upon extinguishment of its rights in the
Building  and any  judgment  so  rendered  shall  not give  rise to any right of
execution or levy against  Landlord's  assets. The provisions hereof shall inure
to  Landlord's  successors  and  assigns,  including,  without  limitation,  any
mortgagee.  The foregoing  provisions are not intended to relieve  Landlord from
the performance of any of Landlord's  obligations  under this Lease, but only to
limit the  personal  liability  of  Landlord  in case of  recovery of a judgment
against Landlord;  nor shall the foregoing be deemed to limit Tenant's rights to
obtain injunctive relief or specific performance or to avail itself or any other
right or remedy  which may be awarded  Tenant by law or under this Lease.  In no
event  shall  Landlord  be  liable  to Tenant  or  Tenant's  employees,  agents,
representatives  or others for any damages of any kind or nature  except  actual
compensatory  damages,  it being  understood and agreed by Tenant that all other
damages or liabilities (including, without limitation, indirect,  consequential,
speculative,  exemplary or punitive  damages) are hereby expressly  waived.  For
purposes of this Lease,  consequential damages shall include, but not be limited
to, any lost profits, revenues or business opportunities.

      28.9.  Force Majeure.  If the  performance by either of the parties of its
obligations  under this Lease  (excluding  monetary  obligations)  is delayed or
prevented  in  whole  or in part by any law,  rule,  regulation,  order or other
action adopted or taken by any federal,  state or local  governmental  authority
(and not  attributable  to an act or omission of said party),  or by any Acts of
God, fire or other casualty, floods, storms, explosions,  accidents,  epidemics,
war, terrorism, civil disorders, strikes or other labor difficulties,  shortages
or failure of supply of materials,  labor, fuel, power,  equipment,  supplies or
transportation,  or by any  other  cause  not  reasonably  within  said  party's
control,  whether or not specifically  mentioned herein, said party shall not be
deemed to be in default  hereunder with respect  thereto unless such party fails
to promptly  remedy such lack of  performance  immediately  following the end of
such event of force majeure,  but Tenant's  obligations  for Returned Check Fees
shall not be abated.

      28.10.  Brokerage.  Landlord  and Tenant  represent  and warrant that they
neither  consulted  nor  negotiated  with any  broker  or finder  regarding  the
Premises, except the Broker as set forth in Section 1 of the Lease. Landlord and
Tenant agree to indemnify,  defend, and save the other harmless from and against
any claims for fees or  commissions  from anyone other than the Broker with whom
they  have  dealt  in  connection  with the  Premises  or this  Lease  including
attorneys'  fees incurred in defending any claim.  Landlord shall  indemnify and
hold Tenant harmless against payment of any leasing commission due the Broker in
connection with this Lease.

      28.11.  No Partnership or Joint Venture.  Landlord shall not, by virtue of
this Lease,  in any way or for any purpose,  be deemed to be a partner of Tenant
in the  conduct  of  Tenant's  business  upon,  within or from the  Premises  or
otherwise, or a joint venturer or a member of a joint enterprise with Tenant.


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<PAGE>

      28.12. Entire Agreement.  This Lease contains the entire agreement between
the parties  and,  except as  otherwise  provided  herein,  can only be changed,
modified,  amended or terminated  by an  instrument  in writing  executed by the
parties.  It is mutually  acknowledged  and agreed by  Landlord  and Tenant that
there  are  no  verbal   agreements,   representations,   warranties   or  other
understandings  affecting the same; and that Tenant hereby waives, as a material
part of the  consideration  hereof,  all claims against Landlord for rescission,
damages or any other form of relief by reason of any alleged covenant, warranty,
representation, agreement or understanding not contained in this Lease.

      28.13. Modification.  This Lease shall not be changed, amended or modified
except by a written  instrument  executed by duly authorized  representatives of
both Landlord and Tenant.

      28.14.  Waiver.  No release,  discharge or waiver of any provision  hereof
shall be  enforceable  against  or binding  upon  Landlord  or Tenant  unless in
writing and  executed by  Landlord  or Tenant,  as the case may be.  Neither the
failure of Landlord or Tenant to insist upon a strict  performance of any of the
terms,  provisions,   covenants,  agreements  and  conditions  hereof,  nor  the
acceptance of any item by Landlord  with  knowledge of a breach of this Lease by
Tenant in the performance of its obligations hereunder, shall be deemed a waiver
of any rights or  remedies  that  Landlord or Tenant may have or a waiver of any
subsequent  breach  or  default  in any of such  terms,  provisions,  covenants,
agreements and conditions.

      28.15.  Time. Time is of the essence in every Tenant's  obligation of this
Lease.

      28.16.   Costs  and  Attorneys'  Fees.  In  any  suit,  action,  or  other
proceeding, including arbitration or bankruptcy, arising out of or in any manner
relating to this Lease, the Premises, or Downtown Celebration (including (a) the
enforcement or interpretation of either party's rights or obligations under this
Lease whether in contract,  tort, or both, or (b) the  declaration of any rights
or  obligations  under this Lease) the  prevailing  party,  as determined by the
court or  arbitrator,  shall be  entitled  to  recover  from  the  losing  party
reasonable attorneys' fees and disbursements (including disbursements that would
not otherwise be taxable as costs in the proceeding).  In addition,  if Landlord
becomes a party to any suit or  proceeding  affecting  the Premises or involving
this Lease or  Tenant's  interest  under this Lease,  other than a suit  between
Landlord  and  Tenant,  or if  Landlord  engages  counsel to collect  any of the
amounts  owed  under  this  Lease,  or to  enforce  performance  of  any  of the
agreements,  conditions,  covenants,  provisions, or stipulations of this Lease,
without  commencing  litigation,   then  the  costs,  expenses,  and  reasonable
attorneys' fees and disbursements incurred by Landlord shall be paid to Landlord
by Tenant.  All  references in this Lease to attorneys'  fees shall be deemed to
include  all legal  assistants',  paralegals',  and law  clerks'  fees and shall
include all fees incurred through all  post-judgment and appellate levels and in
connection with collection,  arbitration,  and bankruptcy proceedings.  However,
the term "attorneys' fees" shall exclude fees for lawyers who are employees of a
party.

      28.17. Captions,  Headings and Exhibits. The captions and headings in this
Lease  have  been  inserted  herein  only as a  matter  of  convenience  and for
reference  and in no way define,  limit or  describe  the scope or intent of, or
otherwise affect the provisions of this Lease. The exhibits  referred to in, and
attached to, this Lease are hereby  incorporated  in full by  reference.  Unless
otherwise  expressly  provided in the exhibit or the body of this Lease,  in the
event of any conflict or inconsistency with the provisions contained in the body
of this Lease and the  exhibits,  the  provisions  contained in the body of this
Lease shall control.

      28.18.  Partial  Severability.  If any term, covenant or condition of this
Lease or the  application  thereof to any person or  circumstance  shall, to any
extent,  be  invalid or  unenforceable,  the  remainder  of this  Lease,  or the
application  of such term,  covenant or  condition  to persons or  circumstances
other than those as to which it is held invalid or  unenforceable,  shall not be
effected  thereby and each term,  covenant or  condition  of this Lease shall be
valid and be enforced to the fullest extent permitted by law.

      28.19.  Applicable  Law/Venue.  This  Lease  shall  be  governed  by,  and
construed in accordance with, the laws of the State of Florida. The venue of any
suit or proceeding  brought for the  enforcement of or otherwise with respect to
this  Lease  shall  always be lodged in the State  Courts of the Ninth  Judicial
Circuit in and for Osceola  County,  Florida;  or if the Circuit  Court does not
have  jurisdiction,  then before the United States District Court for the Middle
District of Florida (Orlando Division);  or if neither of such courts shall have
jurisdiction,  then before any other court sitting in Osceola  County,  Florida,
having subject matter jurisdiction,  regardless of whether, under any applicable
principle of law,  venue may also be properly  lodged in the courts of any other
Federal, State or County jurisdiction.

      28.20.  Waiver of Jury Trial.  Landlord  and Tenant waive trial by jury in
any action,  proceeding, or counterclaim involving any matter whatsoever arising
out of or in any way connected with this Lease.  Tenant further waives the right
to interpose any permissive  counterclaim  of any nature in any action to obtain
possession of the Premises.


                                       33
<PAGE>

      28.21.  Successors and Assigns.  Subject to the  limitations  set forth in
this  Section,  all rights,  obligations  and  liabilities  herein  given to, or
imposed upon,  the  respective  parties hereto shall extend to and bind Landlord
and Tenant and their several and respective  heirs,  executors,  administrators,
successors and assigns of the said parties;  and if there shall be more than one
Tenant,  they shall all be bound jointly and  severally by the terms,  covenants
and agreements  herein,  and the word "Tenant" shall be deemed and taken to mean
each and every person or party mentioned as a Tenant herein,  be the same one or
more;  and if there  shall be more  than one  Tenant,  any  notice  required  or
permitted by the terms of this Lease may be given by or to any one thereof,  and
shall  have the same  force  and  effect  as if given by or to all  thereof.  No
rights, however, shall inure to the benefit of any assignee of Tenant unless the
assignment  to such  assignee  has been  approved  by  Landlord  in  writing  as
aforesaid.  The word  "Landlord" is used herein to include  Landlord named above
and any subsequent owner of the Premises, as well as their respective successors
and  assigns,  each of whom  shall  have  the  same  rights,  remedies,  powers,
authorities and privileges as it would have had it originally  signed this Lease
as Landlord.

      28.22. Effect of Submission.  The submission by Landlord to Tenant of this
Lease in draft  form  shall be solely  for  Tenant's  consideration  and not for
acceptance and execution. Such submission shall have no binding force or effect,
shall not constitute an option for the leasing of the premises herein described,
nor  confer  any  rights  or impose  any  obligations  upon  either  party.  The
submission  by  Landlord  of this Lease for  execution  by Tenant and the actual
execution  and delivery  thereof by Tenant to Landlord or the  submission of any
correspondence  or  other  communications  between  the  parties  in  connection
therewith,  shall  similarly  have no binding  force and effect unless and until
Landlord shall have executed this Lease and a duplicate  original  thereof shall
have been  forwarded to Tenant or its  representative  or delivered in person to
Tenant or its  representative.  Accordingly,  any such submission by Landlord or
its agents or attorneys is intended only as non-binding discussions,  and either
party shall have the absolute  right to withdraw from such  discussions  without
any liability whatsoever to the other party.

      28.23. Interpretation.  It is the intent of the parties hereto that if any
term, covenant or condition of this Lease is capable of two interpretations, one
of which would render the provision void and the other of which would render the
provision valid, then the provision shall have the meaning which shall render it
valid.  Printed parts of this Lease shall be as binding upon the parties  hereto
as other parts  hereof.  Parts of this Lease  which are  written or  typewritten
shall have no greater force or effect than and shall not control parts which are
printed,  but all  parts  shall be  given  equal  effect.  No  meaning  shall be
attributable  to any sections which are "reserved" or  "intentionally  omitted",
nor shall any  inference be drawn from any deletion,  modification  or amendment
from any prior draft of this  Lease.  Tenant  declares  that Tenant has read and
understands  all parts of this Lease,  including all printed  parts hereof.  The
parties  acknowledge and agree that this Agreement has been negotiated "at arm's
length" by and between  Landlord and Tenant,  each having the  opportunity to be
represented  by  legal  counsel  of its  choice  and to  negotiate  the form and
substance of this Lease and,  therefore,  in construing  the  provisions of this
Lease  neither  party  will  be  deemed   disproportionately   responsible   for
draftsmanship.

      28.24. Recording. Tenant shall not record this Lease, or any memorandum or
short form hereof,  without the prior  written  consent and joinder of Landlord.
Any such  recordation by Tenant  without  Landlord's  prior written  consent and
joinder  shall  render this entire  Lease  automatically  void and of no further
force and effect.

      28.25.  Cure by  Mortgagees.  If any  mortgagee  shall  forward  to Tenant
written notice of the existence of its mortgage,  then Tenant shall,  so long as
such  mortgage is in existence,  be required to give to such  mortgagee the same
notice and  opportunity  to correct  any  default as is  required to be given to
Landlord under this Lease,  but such notice of default may be given by Tenant to
Landlord and such mortgagee concurrently.

      28.26.  Accord  and  Satisfaction.  No  payments  by Tenant or  receipt by
Landlord of a lesser amount than any payment of Rent herein  stipulated shall be
deemed to be other than on account of the earliest  stipulated  rent,  nor shall
any endorsement or statement on any check or any letter  accompanying  any check
or payment as Rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance of such Rent or pursue any other  remedy  provided  for in this Lease or
available at law or in equity.

      28.27.  Representations  of Tenant.  Tenant  represents  and  warrants  to
Landlord that all financial,  management and operational  information  regarding
Tenant and its principals  previously  provided to Landlord by Tenant,  were and
are true and  correct  and  accurately  report  and  depict  the  financial  and
operational  experience  of the entities  described  therein and do not omit any
material facts or  information  which,  if disclosed,  might affect a reasonable
Landlord's  judgment  regarding  the  propriety of entering into this Lease with
Tenant. Tenant hereby represents and warrants that Tenant is and shall remain at
all  times  during  the term of this  Lease  in good  standing  in its  state of
incorporation and authorized to transact business in the State of Florida.

      28.28.  Radon Gas  Notification.  In accordance  with the  requirements of
Florida Statute ss.404.056(6), the following notice is hereby given: "Radon is a
naturally occurring  radioactive gas that, when it has accumulated in a building
in sufficient quantities,


                                       34
<PAGE>

may present  health risks 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."

      28.29.  Landlord's  Media Rights.  Landlord shall have the right,  without
Tenant's  consent,  to  photograph,  take motion  pictures  of,  televise,  make
miniatures  of or  otherwise  reproduce  in any manner or through  any media the
exterior  of the  Building  and/or the  Premises,  or any  portion  thereof,  in
conjunction  with any  marketing,  publicity,  sales or  promotional  activities
relating to  Celebration,  or any portion  thereof.  Landlord  may use,  sell or
license any such pictures or other reproductions for any purpose,  commercial or
otherwise,  both  during  the Term  hereof  and after the  expiration  or sooner
termination  of this Lease.  Tenant  shall  endeavor to obtain,  for  Landlord's
benefit,  releases,  clearances or other  instruments from any of its employees,
which may be necessary  to permit  Landlord to make and use or permit to be made
and used any photographs,  motion pictures or other reproductions for any of the
purposes herein provided.

      28.30.  Affiliates.  As used in this Lease, the term "Affiliate" means, as
to any entity,  any other entity which is controlled by,  controls,  or is under
common  control  with  such  entity.  The term  "control"  (including  the terms
"controlled,"  "controlled  by" and "under common  control with") shall mean the
possession, direct or indirect, of the power to direct or cause the direction of
the management  and policies of an entity.  The term  "Affiliates"  shall be the
plural reference to "Affiliate."

      28.31.  Survival. The provisions of this Lease which from their context or
application  are intended to survive the  expiration or earlier  termination  of
this Lease shall so survive.

                         [SIGNATURES ON FOLLOWING PAGE]


                                       35
<PAGE>

      IN WITNESS WHEREOF,  Landlord and Tenant have caused this Lease to be duly
executed on the date set forth above.

                                        TENANT:

                                        VOX COMMUNICATIONS CORP.
                                        a Delaware corporation

   /s/ Sharon M. Mitchell               By: /s/ Mark Richards
--------------------------------            ------------------------------------
(Signature of First Witness)
     Sharon M. Mitchell                     Mark Richards
--------------------------------        ----------------------------------------
(Printed Name of First Witness)         Printed Name

     /s/ James Knoeller                 Title:         President
--------------------------------               ---------------------------------
(Signature of Second Witness)

      James Knoeller                    Date:          1/21/05
--------------------------------              ----------------------------------
(Printed Name of Second Witness)


                                        LANDLORD:

                                        LEXIN CELEBRATION LLC,
                                        a Delaware limited liability company
                                        By: Lexin Celebration MM LLC
                                        Managing Member
                                        By: Lexin Capital LLC
                                        Sole Member

  /s/ Francis P. Jenkins III            By: /s/ Metin Negrin
--------------------------------            ------------------------------------
(Signature of First Witness)
    Francis P. Jenkins III                  Metin Negrin
--------------------------------        ----------------------------------------
(Printed Name of First Witness)         Printed Name

                                        Title:         President
--------------------------------               ---------------------------------
(Signature of Second Witness)

                                        Date:          1/21/05
--------------------------------              ----------------------------------
(Printed Name of Second Witness)


                                       36
<PAGE>

                                   EXHIBIT "A"
                                   -----------

               Graphic Depiction of Downtown Celebration Property
               --------------------------------------------------


                                       37
<PAGE>

                                   EXHIBIT "B"
                                   -----------

                         Downtown Celebration Site Plan
                         ------------------------------

The  Downtown  Celebration  Site  Plan  shown  above  is  intended  to show  the
approximate  location of the  Building  and the  Premises,  but not the specific
configuration  of  Downtown  Celebration  or  locations  of all of the  Downtown
Celebration Buildings, and Landlord expressly reserves the right to reconfigure,
alter,  enlarge,  reduce or redesign all or any portion of Downtown  Celebration
and the Downtown Celebration Buildings in such manner as Landlord in it sole and
absolute discretion may determine.


                                       38
<PAGE>

                                   EXHIBIT "C"
                                   -----------

                               Premises Floor Plan
                               -------------------

The Premises Floor Plan shown above is a conceptual plan only, and Tenant hereby
acknowledges that (i) the Premises as finally constructed may vary in one (1) or
more respects from the Premises  Floor Plan shown above and (ii) such  variances
shall not  constitute  a breach of, nor  otherwise  entitle  Tenant to cancel or
terminate, this Lease.


                                       39
<PAGE>

                                   EXHIBIT "D"
                                   -----------

                                  Tenant's Work
                                  -------------

Tenant  shall  be  responsible  for  all  design,   engineering,   construction,
fabrication and installation of all interior  improvements  beyond what has been
provided by Landlord as described in Exhibit  "D-1",  at Tenant's  sole cost and
expense. Unless otherwise provided in this Lease, the Tenant's Work may include,
without limitation, the following types of work:

I.    GENERAL

A.    Installation of floor,  walls and ceiling finishes,  including finishes to
      area on the first floor following demolition of the stairwell by Landlord.

B.    Interior  Partitions:  Any interior partitions required as a result of the
      nature of the operations of Tenant.

C.    All  equipment,  facilities  and systems  utilized in connection  with the
      operation of Tenant's  business  within and from the Premises  beyond what
      have been provided by Landlord.

II.   ELECTRICAL

A.    All electrical  distribution conduit,  wiring,  circuitry,  panels, fuses,
      disconnect switches,  meter bases,  receptacles,  switches,  and any other
      miscellaneous controls beyond Landlord's electrical closet.

B.    Alarm systems or other protective  devices,  public address systems,  fire
      extinguishing  devices and any other  system(s)  necessary to abide by all
      governmental rules and regulations.

C.    All interior lighting, wiring and control systems.

D.    Any electrical  service beyond what is provided by Landlord,  which may be
      required to serve the  Premises as a result of Tenant's  desire to upgrade
      Landlord's standard  electrical service.  Upgrade shall be contingent upon
      verification   by  Landlord's   electrical   engineer  that  there  exists
      sufficient  excess  electrical  service  capacity to upgrade Tenant's base
      electrical service.

E.    All electrical  wiring and controls for any exterior sign, which sign must
      be approved by Landlord in advance.

III.  TELEPHONE

      All wiring,  distribution,  connections and controls  necessary to provide
      telephone  service  beyond what is provided by  Landlord.  Tenant shall be
      responsible  for  arranging  with  the  local  telephone  company  for the
      necessary telephone connections to the Premises.

IV.   PLUMBING

      All plumbing  connections,  services,  fixtures and  equipment  beyond the
      plumbing stubs provided to the Premises by the Landlord including, without
      limitation:

      1.    Underground and overhead piping within Tenant's  Premises  including
            required insulation.

      2.    Installation of bathrooms and related fixtures and equipment meeting
            all governing codes, rules and regulations.

      3.    Any drinking  fountains,  water coolers or other  plumbing  fixtures
            beyond the washroom fixtures.

      4.    Any special  filtering  systems and/or drainage  requirements due to
            any special equipment needs within Tenant's Premises.

      5.    All kitchen equipment requiring plumbing connections or services.

V.    MECHANICAL

      All mechanical  connections,  equipment and controls  beyond what has been
      provided  by  Landlord.  Tenant's  HVAC  designs  must be  performed  by a
      licensed  mechanical  engineer  registered  in the  State  of  Florida  in
      accordance  with all applicable  codes,  rules and regulations and must be
      compatible  with Landlord's  condenser  water system.  Tenant's work shall
      include, without limitation, the following:

      1.    All connections and extensions to Landlord's  condenser water system
            stubs including, without limitation,  piping, insulation, valves and
            controls.

      2.    Installation  of a water-cooled  heat pump system  designed to serve
            the normal operating cooling needs of Tenant's  Premises.  Heat pump
            must be provided  with a condensate  water drip pan piped to nearest
            drain.

      3.    Ductwork  distribution for supply and return air including,  without
            limitation, registers, grilles, etc.

      4     Thermostat equipment and control wiring.

      5.    Grease exhaust ducts for restaurant  designated spaces consisting of
            welded metal duct with appropriate access panels for clean out.

      6.    Kitchen  exhaust hoods with  continuous  washdown hoods and charcoal
            filters for restaurant designated spaces.

      7.    Any and all supply,  return, make-up air and exhaust system ductwork
            required as a result of Tenant's HVAC design.


                                       40
<PAGE>

      8.    Any  and  all  mechanical,  cooling  and  heating  equipment  within
            Tenant's Premises.

      9.    All  exterior  mounted  kitchen  exhaust  units must be equipped and
            mounted  with proper roof curbs and drip pans.  Drips pan  overflows
            must be directly piped to grease line interceptors.

      10.   All  restaurant  exhaust  hoods  shall be  specified  to  include  a
            continuous washdown hood system.

VI.   ACCESS

      Tenant must  provide  access to any of  Landlord's  equipment,  utilities,
      systems  cleanouts,  valves and controls  which may be contained in or run
      through Tenant's Premises. Tenant must provide access panels to Landlord's
      equipment which may be contained within Tenant's finished space.

VII.  SPECIAL EQUIPMENT

      Alarm systems or other protective devices, PA systems, fire extinguishers,
      conveyers, elevators, escalators, dumb waiters, time clocks, delivery door
      buzzers,  storm and screen  doors,  store  enclosures,  dry chemical  fire
      protection  system,  and all lighting and  electrical  work not covered in
      Landlord's Work.

VIII. PLANS AND SPECIFICATIONS

      A  complete   set  of   architectural   and   engineering   drawings   and
      specifications to include all work to be performed by Tenant.  Tenant must
      adhere to the plan  submittal  and review  requirements  as  specified  in
      Section  3.1 of the Lease.  Said  drawings  and  specifications  are to be
      prepared by a duly  licensed  architect or engineer.  Tenant shall also be
      responsible  for submitting an interior  finish and material  sample board
      for review and  approval by Landlord.  Tenant plans  submitted to Landlord
      for review and approval shall include, without limitation, the following:

      1.    Architectural: floor plans, reflected ceiling plans, wall elevation,
            sections and details.

      2.    Furniture, Fixture and Equipment plan listing all proposed fixturing
            and equipment.

      3.    Finish and Equipment schedule.

      4.    Electrical  Plans describing all Tenant's  electrical  system design
            including, without limitation, power distribution, receptacles, etc.

      5.    Lighting Plan describing  Tenant's  lighting design with appropriate
            fixture schedule.

      6.    Plumbing  plan  listing  all  of  Tenant's   plumbing   systems  and
            equipment.

      7.    Mechanical  plan  listing  all of  Tenant's  mechanical  systems and
            equipment.

      8.    Fire Protection System plan listing  Landlord's fire protection grid
            and Tenant's modifications.

      9.    Signage: interior and exterior signage plans and specifications.

IX.   PERMITS, FEES AND LICENSES

      Tenant shall obtain and pay for all  permits,  fees and licenses  required
      for  the  design,  construction,  occupation  and  operation  of  Tenant's
      Premises.

X.    SIGNAGE

      All signage and graphics on interior  and  exterior of Tenant's  Premises.
      Tenant  shall  submit  shop  drawing  for  Landlord's  approval  prior  to
      fabrication or installation of any signage.

XI.   TENANT AGREES TO THE FOLLOWING:

A.    Tenant shall supply to Landlord,  before commencing its work hereunder,  a
      performance  and  payment  bond as  required  by Section  3.2 of the Lease
      providing  that all of Tenant's Work will be paid for and  performed  lien
      free.

B.    Tenant shall supply contractor's  affidavits  concerning the total cost of
      the work to be performed.

C.    Tenant's Work shall conform to all applicable governing codes, ordinances,
      rules,  regulations  and  requirements  of fire  insurance  rating bureau.
      Landlord's  approval  of  the  Plans  and  Specifications   shall  not  be
      considered  as  approval  of  the  structural   adequacy  thereof  or  the
      compliance  thereof with  applicable laws and does not release Tenant from
      this obligation.

D.    No combustible materials are permitted above ceiling.

E.    Signage  shall be in  accordance  with  Landlord's  sign  requirements  as
      adopted by Landlord  from time to time and shall be subject to  Landlord's
      approval prior to installation.

F.    Tenant  agrees that utility lines may pass through its Premises to service
      other tenants and building areas.


                                       41
<PAGE>

G.    Tenant agrees to require its contractors and/or  subcontractors to furnish
      Landlord  evidence  of  adequate  insurance  coverage  prior  to  Tenant's
      contractors performing any work in Tenant's Premises.

H.    Tenant  and/or  its  contractors  and/or  subcontractors  are  limited  to
      performing  their work in the Premises only.  Tenant and/or its contractor
      and/or  subcontractor  shall each be responsible  for daily removal of all
      trash, rubbish and surplus material resulting from construction, fixturing
      and  merchandising of the Premises,  and all construction  debris shall be
      hauled from the Premises and Downtown  Celebration  at Tenant's  sole cost
      and expense.

I.    Tenant and/or its contractor  and/or  subcontractors  are  responsible for
      temporary utilities for their work including, without limitation,  payment
      of utility charges.

J.    Any  upgrade  of  any  component  of  the  Premises,   including,  without
      limitation,  the floor slab, thickness of demising partition,  insulation,
      emergency equipment and smoke/fire alarms, and mechanical,  electrical and
      plumbing systems,  shall be at Tenant's sole expense;  provided,  however,
      that  prior  to  starting  such  upgrades,   Tenant  shall  have  received
      Landlord's  written consent to such upgrades pursuant to the provisions of
      this Lease.

K.    All work  performed by Tenant must not only be approved by  Landlord,  but
      must have  temporary  and final  Waiver of Liens  submitted  to  Landlord.
      Tenant  shall   provide   Landlord   with  a  list  of  all   contractors,
      sub-contractors,  suppliers and materialmen  providing labor, material and
      equipment to the Premises.

L.      Tenant shall be responsible for separate metering of gas, electric,
        sewer and domestic water service to the Premises.


                                       42
<PAGE>

                                  EXHIBIT "D-1"
                                  -------------

                                 Landlord's Work
                                 ---------------

                                      None


                                       43
<PAGE>

                                   EXHIBIT "E"
                                   -----------

                            Permitted Use of Premises
                            -------------------------

      Throughout the Term and subject at all times to the use  restrictions  set
forth in Article 6 of this Lease,  the  Premises  shall be used and  occupied by
Tenant only for the  following  Permitted  Use,  and for no other use or purpose
whatsoever: an administrative office for a communications company. Tenant shall,
at its own cost and expense,  obtain all licenses and permits  necessary for the
Permitted Use.

      Any use not specifically  set forth herein,  shall be subject to the prior
written  approval  of  Landlord,  which  approval  may be granted or withheld in
Landlord's  sole and absolute  discretion,  and shall be subject at all times to
the use  restrictions  set  forth in  Article  6 of this  Lease.  Tenant  hereby
acknowledges  that Landlord has a very  substantial  interest in maintaining the
family-oriented image, reputation,  nature and feel of Downtown Celebration and,
in recognition of the foregoing, Tenant agrees to and shall promptly remove from
display within the Premises any  merchandise  and/or other items which Landlord,
in its sole and absolute  discretion,  determines  to be  inconsistent  with the
aforesaid  standards and values.  Further,  Tenant  expressly  acknowledges  and
agrees that  nothing  contained  herein  shall permit or be deemed to permit the
sale or display of any merchandise licensed by or affiliated with "CELEBRATION",
"WALT DISNEY  WORLD(R)" or "DISNEY" (either alone or in conjunction with or as a
part of any other word or name) including,  without limitation,  any merchandise
which  utilizes or contains any of the fanciful  characters  or designs of Lexin
Celebration  LLC, The Walt Disney  Company or any of its related,  affiliated or
subsidiary companies.


                                       44
<PAGE>

                                   EXHIBIT "F"
                                   -----------

           Downtown Celebration Office Building Rules and Regulations
           ----------------------------------------------------------

      The following are the Rules and Regulations of Downtown Celebration Office
Buildings and, as indicated, shall be applicable to the use and operation of the
Common Property and to the use,  occupancy and operation of all Office Buildings
within Downtown Celebration:

      1. Access. Tenant shall not obstruct any elevators, vestibules, stairways,
corridors, halls, sidewalks,  passages, exits, entrances,  roadways, truck ways,
loading docks, package pick-up stations, or pedestrian sidewalks or ramps within
any  Building  or any other  portion of  Downtown  Celebration.  No  sidewalk or
walkway shall be used for other than pedestrian  travel. All sidewalks and other
Common  Property  contiguous to the Premises shall be kept clean and free at all
times of trash,  dirt,  rubbish or debris of any kind.  No person  shall use any
roadway,  sidewalk, or walkway, except as a means of egress or ingress to retail
or commercial  establishments or residential  areas or automobile  parking areas
within Downtown Celebration, or adjacent public streets. Such use shall be in an
orderly  manner,  and in  accordance  with the  directional  and other  signs or
guides.  Roadways  shall not be used for  parking  or  stopping,  except for the
immediate loading or unloading of passengers.

      2. Advertising.  Tenant shall not: (i) use, or permit to be used, any area
outside the Premises  (including,  without  limitation,  any lobbies,  landings,
sidewalks or other portions of the Common  Property for  solicitation or for any
other  business,  occupation or  undertaking,  or for outdoor  public  meetings,
circuses or other  entertainment of any kind (except for promotional  activities
in  cooperation  with  Landlord);  (ii)  use or  permit  to be  used  any  sound
broadcasting or amplifying device which can be heard outside of the Premises; or
(iii) use or permit to be used any  flashing,  beacon,  strobe,  chaser or other
form of  special  attention-getting  lighting  which  may be  visible  from  the
exterior of the  Premises.  Tenant  shall not park any  trailer,  truck or other
vehicle in Downtown  Celebration  at any time for the purpose of  advertising or
promoting Tenant's  business.  Upon Landlord's  request,  Tenant shall cease any
advertising by Tenant which uses or employs the name of  CELEBRATION  and which,
in  Landlord's  reasonable  opinion,  tends to  adversely  impact or impair  the
reputation of Celebration or Landlord.

      3.  Utilities.  Tenant shall keep corridor  doors closed except when being
used for access.  Tenant shall use no other  method of heating or cooling  other
than that supplied by Landlord or installed with Landlord's  approval as part of
the Tenant  Improvements.  The  interior of the  Premises  shall at all times be
maintained at a comfortable temperature.

      4.  Solicitation,  Etc.  Tenant  shall not, and shall not permit any third
parties  to,  solicit  business  or  engage  in any  promotional  activities  or
distribute any handbills or other  promotional  or advertising  materials of any
kind within the Premises or any other portion of Downtown Celebration, nor shall
Tenant engage or permit any third parties to engage, in any sales or promotional
practices  within the  Premises or any other  portion of  Downtown  Celebration.
Tenant  shall not,  and shall not permit any third  parties  to,  solicit for or
distribute any promotional or advertising materials or engage in any promotional
activities,  which are  intended to or which may have the effect of  encouraging
customers  of Tenant to attend,  shop at, or order  merchandise  from any store,
business,   attraction  or  other   location  not  contained   within   Downtown
Celebration,  without  Landlord's prior written consent,  which consent Landlord
may  withhold  in its sole and  absolute  discretion.  Tenant  shall not solicit
membership in or contributions for any organization,  group,  association or any
other purpose,  or permit any other third parties to do the same anywhere in the
Premises  or any  portion of  Downtown  Celebration,  without  Landlord's  prior
written  consent,  which consent  Landlord may withhold in its sole and absolute
discretion.  Canvassing, soliciting, and peddling within Downtown Celebration is
prohibited,  and Tenant shall  cooperate to prevent the same. In addition to the
foregoing,  neither Tenant nor its employees or agents shall,  in or on any part
of Downtown Celebration:

            (a)  Engage in any  conduct  that might  tend to  interfere  with or
impede the use of any of the Common Property by any customer,  business invitee,
employee,  or tenant of  Downtown  Celebration,  create a  disturbance,  attract
attention, or harass, annoy, disparage, or be detrimental to the interest of any
of  the  retail,  commercial  or  residential   establishments  within  Downtown
Celebration.

            (b) Throw,  discard,  or deposit  any paper,  glass,  or  extraneous
matter of any kind,  except in a designated trash  receptacle,  or create litter
hazards of any kind.

            (c) Use any sound making device of any kind or create and produce in
any manner noise or sound that is annoying,  unpleasant  or  distasteful  to any
other tenant, occupant, or adjacent resident.


                                       45
<PAGE>

            (d) Deface, damage, or demolish any sign, light standard or fixture,
landscaping material,  or other improvement within Downtown Celebration,  or the
property of customers,  business invitees, or employees situated within Downtown
Celebration.

      5. Parking. Tenant, and Tenant's employees and customers shall not use any
automobile  parking  areas except for the parking of motor  vehicles  during the
period  of time  the  occupant(s)  of such  motor  vehicles  are  working  in or
customers or business  invitees of retail or  commercial  establishments  within
Downtown Celebration.  Usage of parking spaces shall be in common with all other
tenants of the Building or of Downtown Celebration, and their employees, agents,
invitees and guests.  Additionally,  Tenant's  employees,  agents,  invitees and
guests shall abide by all posted  roadway signs an about the parking  facilities
and all motor  vehicles  shall be parked in an orderly manner within the painted
lines defining the individual parking spaces. Trailers, trucks or cars shall not
be permitted to remain parked  overnight  within Downtown  Celebration,  whether
loaded,  unloaded or partially loaded. Landlord shall have the right to tow away
any  vehicle,  at Tenant's  expense,  which is in  violation  of these Rules and
Regulations or which is determined by Landlord to be objectionable. In the event
that Tenant or its employees shall fail,  after written  notice,  to park in the
designated  parking areas so designated for employee parking as set forth in the
Lease,  Landlord,  at its option, shall be entitled to charge Tenant TWENTY-FIVE
DOLLARS  ($25.00)  per day or partial  day per car parked in any area other than
the designated  employee parking area. Tenant agrees that parking lots contained
within Downtown  Celebration  shall be managed by Landlord;  that Landlord shall
have the right to charge  and retain a fee for  parking  in such lots;  and that
Landlord may prohibit Tenant and Tenant's employees from parking in such lots if
Landlord deems it advisable to reserve such spaces for  residential  tenants and
retail, commercial and other customers of Downtown Celebration.

      6. Theft or Loss.  Tenant  shall be  responsible  for the  protection  and
security  of  the  Premises  and  all  property  therein  from  robbery,  theft,
vandalism,  pilferage or other loss.  Landlord shall not be responsible for lost
or stolen personal property, equipment or money occurring within the Premises or
the Building,  regardless of how or when the loss occurs.  Tenant,  upon leaving
Premises  at the end of any day,  shall see that all windows and exit doors from
the  Premises  is  closed  and  locked.   Tenant  shall  furnish  Landlord  with
"afterhours"  emergency  telephone numbers,  for the sole use of Landlord at its
discretion. Except for emergency purposes, Landlord will use its best efforts to
keep such telephone numbers confidential.

      7. Keys.  Landlord shall furnish Tenant (free of charge) with two (2) keys
to each door lock in the  Premises.  Landlord  shall have the right to retain at
all times, and to use in appropriate instances,  keys to all doors within and to
the Premises.  No additional locks or bolts of any kind shall be placed upon any
of the doors or  windows by Tenant,  nor shall any  changes be made in  existing
locks or the mechanism  thereof,  without the prior written consent of Landlord,
which  consent  Landlord  may  withhold  in its own  discretion,  and  unless  a
duplicate key is delivered to Landlord.  Tenant,  upon the expiration or earlier
termination of the Lease, shall deliver to Landlord all keys to all doors in the
Premises,  and in the event of a failure of Tenant to do so, Landlord shall have
the  right to  change  any  locks in the  Premises  and  charge  Tenant  for the
reasonable cost thereof.

      8.  Signs.  Tenant  shall not place,  or cause or allow to be placed,  any
sign, placard, picture, advertisement, notice or lettering whatsoever, in, about
or on the exterior of the  Premises,  the Building or Project,  except in and at
such places as may be  designated  by Landlord  and  consented to by Landlord in
writing. Any such sign, placard, advertisement,  picture, notice or lettering so
placed without  Landlord's  consent may be removed by Landlord without notice to
and at the expense of Tenant. All lettering and graphics on corridor doors shall
conform to the building standard  prescribed by Landlord and shall be subject to
Landlord's  approval  as set forth in the Lease.  All  approved  signs  erected,
placed or installed by Tenant shall be  maintained  by Tenant in good repair and
in a neat, clean, and orderly  condition  pursuant to the terms and provision of
the Lease.

      9.  Deliveries/Loading/Unloading.  All  deliveries  to  the  Premises  and
loading and unloading of goods shall be done only at the rear entrance(s) to the
Premises, or as may be otherwise determined by Landlord from time to time.

      10.  Moving/Equipment.  Tenant  shall  not use any  hand  trucks  or other
material-handling  equipment  within the Premises or the Building,  within which
the  Premises is  located,  except  those  equipped  with rubber  tires and side
guards.  Any  damage to the  Premises,  said  Building  or any other  portion of
Downtown Celebration arising out of the movement of any equipment,  furniture or
other property, shall be repaired by Tenant at its sole expense.

      11. Equipment/Vibration/Noise.  Landlord shall have the right to prescribe
the weight,  size and location of all equipment,  materials,  furniture or other
property brought into the Premises,  and the Building.  Landlord shall also have
the right to require all such items to be moved into and out of said Building or
the Premises  only at such times and in such manner as Landlord  shall direct in
writing;  provided,  however,  movement of Tenant's property into and out of the
Premises of said Building are entirely at the risk and responsibility of Tenant.
Tenant shall not place a load upon any floor which exceeds the designed load per
square foot or the load  permitted  by law.  Heavy  objects  shall stand on such
platforms  as may be  necessary  to  properly  distribute  the  weight  thereof.


                                       46
<PAGE>

Business  machines and mechanical  equipment which cause noise or vibration that
may be  transmitted,  felt or heard  outside the  Premises,  shall be placed and
maintained  by Tenant at Tenant's  expense,  on vibration  eliminators  or other
similar devices. Tenant agrees not to use or permit the use of any apparatus for
sound  reproduction or transmission or of any musical  instrument in such manner
that the sound so  reproduced,  transmitted  or produced shall be audible beyond
the interior of the Premises; to keep all mechanical apparatus free of vibration
and noise which may be transmitted beyond the confines of the Premises;  and not
to cause or permit  objectionable  odors to  emanate  or be  dispelled  from the
Premises.

      12. Installation of Services/Roof. Except for telephone, computers and fax
equipment  installed  wholly within the Premises and intended  solely to support
Tenant's  business  on the  Premises,  Tenant  shall  not  install  any  signal,
communications,  telegraphic,  telephonic,  burglar  alarm or  similar  services
within the  Premises,  or any part of the  Building,  without  Landlord's  prior
written  approval,  which  Landlord  may  withhold  in  its  sole  and  absolute
discretion.  Any such work,  if approved by Landlord,  shall be done at Tenant's
sole cost and expense and shall be subject to such  restrictions and limitations
as Landlord shall impose.  Tenant shall not go onto the roof of any Building for
any reason without  Landlord's prior written  approval,  which approval Landlord
may withhold in its sole and absolute discretion.

      13.  Antennas,  Etc.  Tenant  shall not  install  any radio or  television
antenna,  loudspeaker  or  other  device  on the roof or  exterior  walls of the
Premises or the Building or any other  portion of Downtown  Celebration.  Tenant
shall not interfere with radio or television  broadcasting  or reception from or
within Downtown  Celebration or any property located within the general vicinity
of Downtown Celebration.

      14. Exterior Appearance. Tenant shall not place or install any show cases,
awnings, window coverings,  shades, lighting, signs, canopies, or any other item
or article,  in front of or affixed to any part of the  exterior of the Premises
or the Building or any other portion of Downtown Celebration.

      15.  Restrooms.  The  restrooms,  toilets,  urinals,  wash bowls and other
bathroom  facilities and apparatus  shall not be used for any purpose other than
that for which  they were  constructed,  and no foreign  substances  of any kind
whatsoever shall be disposed of therein. Tenant shall keep all toilets, urinals,
wash bowls and other bathroom  fixtures and apparatus  clean and sanitary and in
compliance with all applicable laws,  ordinances and regulations.  All restrooms
shall be checked for  cleanliness  and  cleaned at least daily and as  otherwise
needed.  All expenses of repair or replacement due to any breakage,  stoppage or
damage  of any  bathroom  facilities  or  related  sanitary  sewer  lines in the
Premises shall be borne exclusively by Tenant.

      16.  Fire-Retardant  Materials.  All  paneling or other wood  products not
considered  furniture  which  Tenant shall  install in the Premises  shall be of
fire-retardant  materials.  Prior to the  installation  of any  such  materials,
Tenant shall submit to Landlord a  satisfactory  (in the  reasonable  opinion of
Landlord) certification of such materials' fire-retardant characteristics.

      17. Landlord's  Right.  Landlord shall have the right to remove or exclude
from or to  restrain  (or take legal  action to do so) any  unauthorized  person
from, or from coming upon, Downtown  Celebration or any portion thereof,  and to
prohibit,  abate, and recover damages arising from any unauthorized act, whether
or not such act is in express violation of these Rules and Regulations or of the
Lease.  Any persons in or entering the Building shall be required to comply with
the  security  policies  of the  Building,  if any.  If Tenant  desires  its own
security  service for the  Premises,  Tenant shall have the right (with  advance
written  consent  of  Landlord)  to  obtain  such  service  at its sole cost and
expense.  Tenant shall keep doors to unattended areas locked and shall otherwise
exercise reasonable  precautions to protect property from theft, loss or damage.
Landlord shall not be responsible for the theft,  loss or damage of any property
or for any error with regard to the exclusion  from or admission to the Building
of any person.  In case of invasion,  mob, riot or public  incitement,  Landlord
reserves the right to prevent access to the Building  during the  continuance of
same by closing the doors or taking other measures for the safety of the tenants
and protection of the Building and property or persons therein.

      18.  Trash and  Garbage.  Tenant  shall  store all  trash and  garbage  in
containers  within the Premises  and/or,  as to non-standard  office trash, in a
location within the Common Property designated by Landlord, and shall not at any
time  place,  leave or discard  any trash or any  object of any kind  whatsoever
outside the doors of the  Premises or in the  corridors  or  passageways  of the
Building.  Tenant shall not burn any papers,  trash or garbage of any kind in or
about the Premises or the Building.  All  non-standard  office waste,  trash and
garbage shall be packed in leak resistant,  odor resistant  containers  prior to
disposal.  All boxes or cartons  shall be broken  down  and/or torn by Tenant as
necessary to be easily accommodated in the trash and garbage containers.  Tenant
shall not place any material in any trash or garbage  container  which cannot be
disposed of in the ordinary and customary course of trash and garbage disposal.


                                       47
<PAGE>

      19. Holidays. The following dates shall constitute "Holidays" as said term
is used in this Lease:

      A.    New Year's Day

      B.    Memorial Day

      C.    Independence Day

      D.    Labor Day

      E.    Thanksgiving Day

      F.    Christmas Day

      20.  Services.  Only persons  authorized  by Landlord will be permitted to
furnish  newspapers,  ice,  drinking  water,  towels,  barbering,  shoe shining,
additional  janitorial services,  floor polishing and other similar services and
concessions in the Building,  and only at hours and under  regulations  fixed by
Landlord.   Tenant  shall  not  do  any  cooking  or  operate  any   restaurant,
luncheonette,  or cafeteria  for the sale or service of food or beverages to its
employees  or to others,  or permit the delivery of any food or beverages to the
Premises,  except by such  persons  delivering  the same as shall be approved by
Landlord  and only under  regulations  fixed by Landlord.  Tenant may,  however,
provide a coffee  and  beverage  bar  and/or  microwave  oven for the use of its
employees.

      21.  Maintenance  Generally.  The Premises shall be kept neat, clean, well
maintained and in good repair at all times,  and Tenant shall be responsible for
all ongoing maintenance and upkeep of the Premises in accordance with the Lease.

      22.  Windows.  Tenant will keep the inside and outside of all glass in the
doors and windows of the Premises  clean,  and shall  replace  promptly,  at its
expense, any plate glass or window glass which may become cracked or broken.

      23. Food Preparation  Areas.  Tenant shall keep any food preparation areas
in the Premises clean and sanitary and in compliance  with all applicable  laws,
ordinances and regulations.

      24. Pest Control. Tenant shall provide for regular insect and pest control
service for the Premises  from a certified,  bonded pest  extermination  company
reasonably  designated or approved by Landlord,  such service to be performed at
least  monthly or at such other  interval as Landlord  may  reasonably  require.
Tenant shall provide Landlord with a copy of its pest control service  agreement
and  evidence  of  payment  therefor,  at  least  five  (5)  days  prior  to the
Commencement Date and annually thereafter.

      25.  Compliance.  Tenant shall be  responsible  for the  compliance by its
employees and agents with the foregoing Rules and Regulations, and, with respect
to Tenant's customers,  invitees and guests, Tenant shall exercise due diligence
in the enforcement and observation of these Rules and Regulations.

      26.  Waiver.  No release or waiver by  Landlord of any  provisions  herein
shall be enforceable  by Tenant unless in writing and executed by Landlord.  The
failure by Landlord to insist upon the strict performance of any of the terms or
provisions  hereof  shall not be deemed a waiver of any  rights or  remedies  of
Landlord or a waiver of any subsequent  violation or failure of compliance  with
these Rules and Regulations.

      27.  Amendment.  Landlord  shall have the right to  promulgate  additional
Rules  and  Regulations  or amend or  rescind  any of the  foregoing  Rules  and
Regulations  from time to time as Landlord in its sole and  absolute  discretion
deems suitable for the safety, care and cleanliness of Downtown  Celebration and
the  conduct  of a  first  class  retail  shopping/commercial/office/residential
district. Tenant shall comply with all new or amended Rules and Regulations upon
receipt of written notice of the same from Landlord.

      28.  Consent.  Whenever  any  consent or  approval of Landlord is required
pursuant to these Rules and  Regulations,  such consent  shall be in writing and
shall be given or withheld by Landlord in accordance with the standards for such
consent or approval as set forth in the Lease.

      29.  Conflict with Lease.  These Rules and  Regulations are in addition to
and shall not be construed to in any way modify or amend the terms,  provisions,
agreements,  covenants and conditions of the Lease. In the event of any conflict
between the Rules and Regulations and the Lease, the terms and provisions of the
Lease shall prevail.


                                       48
<PAGE>

                                   EXHIBIT "G"
                                   -----------

                             [INTENTIONALLY OMITTED]


                                       49
<PAGE>

                                   EXHIBIT "H"
                                   -----------

        Downtown Celebration Common Expenses - List of Items and Charges
        ----------------------------------------------------------------

      1. The cost of cleaning,  maintaining,  repairing  and replacing the roof,
exterior  walls  and other  exterior  or  structural  elements  of the  Downtown
Celebration   Buildings  and  other   improvements   located   within   Downtown
Celebration;

      2. All ad  valorem  real  and  personal  property  taxes  and  assessments
attributable  and levied and  assessed  by any lawful  authority  and payable by
Landlord with respect to the real property  which is now or hereafter  becomes a
part of Downtown  Celebration,  and buildings and  improvements  located therein
including,  without  limitation,  the Building and the Common Property,  and all
other costs and  expenses  incurred by  Landlord in  contesting  any such taxes,
assessments,  or charges and/or  negotiating with any such lawful authority with
respect thereto,  as well as all taxes and assessments levied by the CDD against
Landlord, as the owner of Downtown Celebration;

      3. All  insurance  premiums  attributable  and payable with respect to the
real property which is now or hereafter  becomes a part of Downtown  Celebration
and all  buildings  and  improvements  located  thereon and  therein  including,
without limitation, the Building and the Common Property;

      4. The cost of operating,  maintaining,  repairing and replacing  exterior
music,  public  address and security  systems,  if any, in Downtown  Celebration
Buildings and the Common Property;

      5. The cost of  maintaining,  repairing and replacing  utility systems and
facilities,  including,  without limitation,  underground electric,  gas, sewer,
water  and  telephone  lines  and  mains  located  within  Downtown  Celebration
Buildings and other portions of the Downtown  Celebration  Property,  including,
without  limitation,  those which traverse the Common Property (excluding those,
if any, which are owned by utility companies  providing such utility services to
all Downtown Celebration Buildings and other portions of Downtown Celebration);

      6. The cost of operating, cleaning,  maintaining,  repairing and replacing
all signs or signage which identifies Downtown  Celebration  Buildings generally
and any other Downtown  Celebration signs and signage (excluding Tenant's Signs,
which shall be  cleaned,  maintained,  repaired  and  replaced at Tenant's  sole
cost);

      7. The cost of  professional  services or fees involved in the  management
and  operation  of  the  Downtown  Celebration  Property,   including,   without
limitation, legal and accounting services;

      8.  The  cost of  operating,  maintaining,  repairing  and  replacing  the
security,  alarm or  monitoring  systems  for the benefit of tenants in Downtown
Celebration Buildings;

      9. The cost of operating, cleaning,  maintaining,  repairing and replacing
sidewalks, parking lots or parking areas and entrances, access and service roads
and  travelways  in  Downtown   Celebration,   including,   without  limitation,
sidewalks,  walkways  and  corridors  in or  adjacent  to  Downtown  Celebration
Buildings, including, without limitation, periodic patching, repaving, resealing
and restriping.  Notwithstanding  the foregoing,  Tenant  acknowledges that said
sidewalks, parking lots, and roads are either public or available for use by all
tenants and others  permitted  by Landlord,  and Tenant has no exclusive  rights
with respect to same, or rights that are paramount to the rights of others;

      10.  The costs  incurred  by  Landlord  in  providing  dumpsters  or other
containers for the deposit of trash,  rubbish and  recyclable  materials and the
removal of such trash, rubbish and recyclable materials;

      11. The cost of operating,  maintaining and repairing Downtown Celebration
traffic control systems and facilities, including, without limitation, on-ground
and above-ground signs, signals and other traffic control devices;

      12.  The cost of  traffic  control  and  security  services  for  Downtown
Celebration  whether  pursuant to service  contracts  or  employees  of Downtown
Celebration,  including,  without  limitation,  amounts paid to  consultants  to
optimize  the  efficiency  of the  parking  and  traffic  flow  within  Downtown
Celebration, and the costs of effectuating such consultants' recommendations;


                                       50
<PAGE>

      13. The cost of operating (including all utility charges related thereto),
cleaning,  maintaining,  repairing and  replacing  the  Condenser  Water System,
lighting systems and facilities, including, without limitation, those located in
Downtown  Celebration  Buildings or in Downtown Celebration  entrances,  parking
lots and signage;

      14. The cost of operating, cleaning, maintaining,  repairing and replacing
Downtown  Celebration  drainage  systems  and  facilities,   including,  without
limitation,  Downtown  Celebration  underdrains,  culverts,  ditches,  ponds and
lakes;

      15. The cost of maintaining,  repairing and replacing,  from time to time,
Downtown  Celebration  fountains,   lawns,  gardens,  planting  beds  and  other
landscaping  areas  and all  landscaping,  including,  without  limitation,  all
grasses, plants, shrubs, bushes, trees and other plants or planting materials;

      16. The cost of supplies,  uniforms, pagers, radios, automobiles,  trucks,
and other such equipment and materials required for any of the foregoing;

      17. The cost of operating,  maintaining,  repairing, replacing and renting
from  time to time,  machinery,  equipment  and  tools  required  for any of the
foregoing,   including,  without  limitation,  the  cost  of  storage  for  such
machinery, equipment and tools whether on-site or off-site;

      18. All assessments  levied by the Association  against  Landlord,  as the
owner of Downtown Celebration;

      19.  The  cost of  maintenance  and  service  agreements  entered  into by
Landlord for the operation,  maintenance or repair of any or all of the Downtown
Celebration Property including, without limitation, pest control agreements;

      20. The cost of all wages,  salaries,  fringe  benefits and employer taxes
for all employees of Landlord or of Downtown Celebration, if any, engaged in the
operation,  maintenance,  repair and  replacement  of the  Downtown  Celebration
Property,  including,  without limitation,  Downtown  Celebration  Buildings and
Common Property located thereon, or any of its component parts;

      21. The cost of a management  fee to Landlord or any other  managing agent
selected by Landlord for and in connection  with the  management of the Downtown
Celebration Property, in an amount to be determined by Landlord;

      22.  The  costs  relating  to any  energy  saving  devices,  equipment  or
installations or any water saving devices,  equipment or installations installed
by  Landlord  from  time to time for the  benefit  of all  tenants  of  Downtown
Celebration;

      23.  The  costs  incurred  by  Landlord  for the  purchase,  installation,
operation, removal and storage of holiday decorations from time to time, for use
throughout Downtown Celebration;

      24. The cost expended by Landlord to place and keep the Common Property in
compliance  with all  present  and future  governmental  laws,  regulations  and
ordinances, including, without limitation, the ADA;

      25.  All  utility  costs  incurred  by  Landlord  in  connection  with the
operation  of  the  Common  Property,   including,   without   limitation,   any
improvements, equipment, signage and other facilities related thereto; and

      26. Reasonable reserves  established by Landlord for deferred  maintenance
and/or  replacement of any portion or all of Downtown  Celebration or any of its
component parts.


                                       51
<PAGE>

                                   EXHIBIT "I"
                                   -----------

                                Extension Option
                                ----------------

1. Provided that on the date Tenant  delivers its Notice of Intent to Extend (as
defined below) and on the Termination Date, Tenant is not then in default of any
of its  obligations  under this  Lease,  Tenant may extend the Term  ("Extension
Option") for one (1) additional five (5) year period  ("Extension Option Term"),
to commence on the third (3rd)  anniversary of the Lease Year  Commencement Date
("Extension Term  Commencement") and terminate on the day immediately  preceding
the eighth (8th) anniversary of the Lease Year  Commencement  Date. Tenant shall
exercise the Extension Option by delivering  written notice to Landlord ("Notice
of Intent to Extend") between two hundred ten (210) and one hundred eighty (180)
days prior to the  Termination  Date of the Initial  Lease  Term,  as defined in
Section 1.1 of this Lease.  In the event  Tenant  fails to deliver its Notice of
Intent to Extend as and when required in the preceding sentence, Tenant shall be
deemed to have irrevocably waived its right to the Extension Option.

2. In the event Tenant exercises the Extension  Option,  Landlord shall deliver,
and  Tenant  shall  execute,   Landlord's   form  lease  amendment  (the  "Lease
Amendment")  extending the Lease Term as provided  herein,  within  fifteen (15)
days  following  the delivery of the Notice of Intent to Extend.  Failure of the
Tenant to execute the Lease Amendment  within the said period shall constitute a
waiver of the Extension Option.

3. The Base Rent for each Lease Year during the  Extension  Option Term shall be
adjusted and  increased  (but never  decreased)  to the greater of either (i) an
amount  equal to the sum of the Base Rent for the  immediately  preceding  Lease
Year plus an additional three percent (3%) thereof, or (ii) that sum (but in not
event less than the Base Rent payable for the  preceding  Lease Year),  which is
derived by multiplying  the Base Rent payable for the preceding  Lease Year by a
fraction,  the numerator of which shall be the "CPI Index" (as defined below) in
effect for the  calendar  month which is two (2)  calendar  months  prior to the
calendar month in which the first day of the Lease Year for which the adjustment
is to be made  occurs and the  denominator  of which shall be the "CPI Index" in
effect for the  calendar  month which is two (2)  calendar  months  prior to the
calendar month in which the Extension Option Commencement  occurs. The term "CPI
Index",  as used  herein,  shall  mean the  Consumer  Price  Index for All Urban
Consumers (CPI-U) - U.S. Average,  All Items (1982-1984 = 100), published by the
Bureau of Labor  Statistics of the U.S.  Department of Labor ("CPI");  provided,
however, that if the CPI shall be discontinued, the CPI Index shall be the index
of Consumer Prices in the U.S. most closely  comparable to the  discontinued CPI
Index,  after making such adjustments in items included or method of computation
as may be prescribed by the agency  publishing  the same, or as otherwise may be
required to compensate  for changes  subsequent  to the Lease Year  Commencement
Date.  In the event a comparable  substitute  index is not  available,  then the
price index used in making the CPI-based  adjustments provided for in this Lease
shall be the  successor  thereto,  compiled  and  published  by an agency of the
United States  government,  which determines the purchasing power of the dollar.
If Landlord  determines that there is no such index compiled and published by an
agency of the United States  government,  then a nationally  recognized  firm of
independent  certified public accountants  designated by Landlord shall select a
successor price index, government or private, which best reflects changes in the
purchasing  power  of the  dollar,  and  the  decision  of said  accountants  in
selecting  such successor  price index to be used  hereunder  shall be final and
binding  upon the  parties.  Landlord  shall  pay the  fees of said  accountants
payable in respect of their  selection of such  successor  price  index.  In the
event the base  reference  year used in computing the CPI is changed  during the
Term,  the  1982-84 = 100 index  published  concurrently  by the Bureau of Labor
Statistics  shall  continue  to  be  used  in  the  calculation  of  adjustments
hereunder;  provided,  however, that in the event the Bureau of Labor Statistics
ceases to  currently  publish  the  1982-84 = 100  index,  then the  adjustments
provided  for in this  Lease  shall be  calculated  based upon the new base year
index,  and in such event Landlord  shall apply a conversion  factor to such new
index for the purpose of making such new index as comparable as practicable with
the prior base year index.  Such  conversion  factor shall be obtained  from the
Bureau of Labor Statistics if in fact the Bureau of Labor  Statistics  publishes
such a conversion  factor,  otherwise a nationally  recognized firm of certified
public accountants designated by Landlord shall select a conversion factor.

4. In the event  that  Tenant  exercises  the  Extension  Option,  Tenant  shall
complete certain alterations to the Premises ("Extension Term Alterations"). The
Extension Term  Alterations  shall include,  without  limitation,  the following
elements of interior construction  necessary to update the interior decor of the
Premises in accordance with Tenant's Permitted Use thereof,  including,  without
limitation,  the following  types of work:  (i) repaint all  previously  painted
surfaces; (ii) replace all wall coverings; (iii) replace all carpeting; and (iv)
replace any dated,  worn,  discolored,  faded,  stained,  or damaged  furniture,
fixtures,  equipment,  signs, displays and other portions of the interior of the
Premises  and  any  such  other  renovation  and  alterations  as  Landlord  may
reasonably  require.  Said  Extension  Term  Alterations  are for the purpose of
updating the decor of the Premises  consistent with its Permitted Use, and shall
be made in  addition  to


                                       52
<PAGE>

any  repair  and  maintenance  work which  Tenant  may be  obligated  to perform
pursuant  to  Article 16 of this  Lease.  All work to be  performed  shall be at
Tenant's sole cost and expense.

5. Within  fifteen (15) days  following  the execution by Landlord and Tenant of
the Lease  Amendment,  Tenant  shall  submit to  Landlord,  for its  review  and
approval  in  the  manner  set  forth  in  Section  3.2  hereof,  its  plan  and
specifications  for the  Extension  Term  Alterations.  Tenant shall  proceed to
complete the same in accordance  with the  provisions  of Article 3 hereof,  and
shall provide Landlord with  documentation and  certification  required therein.
Tenant shall complete all Extension Term  Alterations  not later than sixty (60)
days following the Extension Term  Commencement.  Landlord may declare Tenant in
default if said Extension Term Alterations are not completed by such date.


                                       53