EXHIBIT 10.91

                                      LEASE

     THIS LEASE, made and entered into as of the 1st day of August,  2000 by and
between URT INDUSTRIES,  INC., a Florida  corporation  having an address at 1180
East  Hallandale  Beach  Boulevard,   Hallandale,  Florida,  33009  (hereinafter
referred to as the "LESSOR"), and PEACHES ENTERTAINMENT  CORPORATION,  a Florida
corporation   having  an  address  at  1180  East  Hallandale  Beach  Boulevard,
Hallandale, Florida, 33009 (hereinafter referred to as the "LESSEE").

                              W I T N E S S E T H:

     WHEREAS,  LESSOR is the owner of the real property described on Exhibit "A"
attached  hereto  and the  improvements  thereon  situated,  which  property  is
commonly known as 3821 Airport Boulevard, Mobile, Alabama 36608 (hereinafter the
"Demised Premises"); and

     WHEREAS,  LESSOR is desirous of leasing the Demised Premises to LESSEE, and
LESSEE is desirous of  obtaining a lease from Lessor with respect to the Demised
Premises.

     NOW,  THEREFORE,  it is  mutually  agreed by and  between  the  parties  as
follows:

                                    ARTICLE I
                        Description of Property and Term

     Section 1.1 For and in consideration  of the rent prescribed  herein and of
the faithful performance by LESSEE of the other terms, covenants, agreements and
conditions  herein contained on the part of the LESSEE to be kept and performed,
LESSOR  hereby  leases unto LESSEE and LESSEE does hereby rent from LESSOR,  the
Demised Premises.

     Section  1.2 The  primary  term of  this  Lease  shall  be ten  (10)  years
commencing  on the  Rental  Commencement  Date and  terminating  ten (10)  years
thereafter.  The  "Rental  Commencement  Date" shall be deemed to be November 1,
2000, or such earlier date as LESSOR may acquire  title to the Demised  Premises
pursuant to separate  arrangements  between LESSOR and LESSEE.  The first "Lease
Year" as hereinafter  referred to shall commence on the Rental Commencement Date
and  terminate  one  (1)  full  year  thereafter.  Each  "Lease  Year"thereafter
commences  on  the  annual  anniversary  of the  Rental  Commencement  Date  and
terminates one (1) full year thereafter.

     Section 1.3 LESSEE is hereby  granted an option to renew this Lease for one
additional  ten (10) year term.  Written  notice of LESSEE'S  intention to renew
this  Lease  shall be given to  LESSOR  at  least  six (6)  months  prior to the
expiration of the primary term  provided;  however,  the option  herein  granted
shall only be exercisable and effective if LESSEE is not in


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<PAGE>

default on any  covenant or  condition of this Lease at the time of exercise and
at the time of the  commencement  of the new term.  Except  with  respect to the
amount of rent to be paid,  the terms,  covenants  and  conditions of this Lease
shall remain the same for the renewal period;  however, there shall be no option
to extend or renew at the termination of the ten year renewal option term.

                                    ARTICLE 2

                                      Rent

     Section 2.1 LESSEE  covenants  and agrees to pay LESSOR as net minimum rent
for the Demised Premises the rents hereinafter set forth,  payable in advance in
equal monthly  installments  on the first day of each calendar  month during the
term  hereof (the "Net  Minimum  Rent"),  together  with all state sales tax due
thereon.

     Section 2.1.1 During the primary term and renewal  term,  if exercised,  of
this Lease the LESSEE shall pay LESSOR annual Net Minimum Rent as follows:

                       LEASE YEARS                  ANNUAL NET MINIMUM RENT
                       -----------                  -----------------------
                       1ST-10TH                            $90,000.00
                       11TH-20TH                          $103,500.00

     Section 2.1.2 During the term of this Lease and any renewal hereof,  LESSEE
covenants  and agrees to pay to LESSOR,  at its  address or such other  place as
LESSOR may designate,  in addition to the Net Minimum Rent,  additional  rent in
lawful money of the United States as follows:

     (i) A sum equal to five  percent  (5%) of the amount by which the  netsales
(as  hereinafter  defined)  from the  business  conducted in or from the Demised
Premises  during  each  lease  year is in excess  of One  Million  Four  Hundred
Thousand Dollars  ($1,400,000.00)  up to and including One Million Eight Hundred
Thousand Dollars ($1,800,000.00).

     (ii) A sum equal to two and  one-half  percent  (2-1/2%)  of the  amount by
which the net sales (as hereinafter  defined) from the business  conducted in or
from the  Demised  Premises  during  each lease year is in excess of One Million
Eight Hundred Thousand Dollars ($1,800,000.00).

     The lease year for the  purposes of Section  2.1.2  throughout  the term of
this lease,  shall be deemed to be the twelve (12) month period  beginning  with
the Rental Commencement Date.

     The term "net  sales" as used  herein  shall mean the entire  amount of the
sales price, whether for cash or otherwise, of all sales of merchandise, service
or receipts made in or from the


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Demised Premises. No deduction shall be allowed for uncollected or uncollectible
credit accounts.  Net sales shall not include,  however,  any sums collected and
paid  out for any  sales  or  direct  excise  tax  imposed  by any  governmental
authority,  nor shall it include the exchange of  merchandise  between stores or
other  business  operations  of LESSEE,  if any,  where such  exchanges are made
solely for the  convenient  operation  of the business of LESSEE and not for the
purpose  of  consummating  a sale,  nor the amount of  returns  to  shippers  or
manufacturers,  nor the amount of any cash or credit  refund  made upon any sale
where  merchandise  sold,  or some  part  thereof,  is  thereafter  returned  by
purchaser  and accepted by LESSEE,  nor any sales of concert  tickets or tickets
for other performances or entertainment.

     On or before the  fifteenth  day of each lease  quarter  during the term of
this Lease,  LESSEE shall prepare and deliver to LESSOR a statement of net sales
made during the preceding  quarter.  In addition,  within ninety (90) days after
the expiration of each lease year and within (90) days after termination of this
Lease,  LESSEE  shall  prepare and  deliver to LESSOR a  statement  of net sates
during the preceding lease year or part thereof,  certified to be correct by the
Corporation's chief financial officer.  Such statements shall be in such form as
LESSOR may reasonably require.

     LESSEE shall keep in its  corporate  offices a  permanent,  accurate set of
books and records of all sales and revenues  derived from business  conducted in
or from the Demised  Premises,  and all supporting  records such as tax reports,
bank records, cash register slips, sales slips and other sales records. All such
books and records  shall be  maintained  in  accordance  with good  standard and
accepted  accounting  and business  practice and shall be retained and preserved
for at least  twenty-four  months after the end of the fiscal year to which they
relate, and shall be subject to inspection and audit by LESSOR and its agents at
all reasonable times.

     The  amounts  due under this  section  shall be payable by LESSEE to LESSOR
annually  no later than ninety (90) days after the end of each lease year during
the term of this Lease and any renewals thereof. The obligation of LESSEE to pay
the percentage  rent provided in this section 2.1.2 shall survive the expiration
of the term of this Lease and any renewal.

     The  acceptance  of any amounts due  hereunder  tendered by LESSEE shall be
without  prejudice to LESSOR'S rights to any further sums thereafter shown to be
due as a result of any  examination of LESSEE'S  records,  in which event LESSEE
shall  promptly pay to LESSOR the  additional  rent so due. If an examination of
LESSEE'S records should reveal any errors as a result of which amounts in excess
of that due hereunder have been paid to LESSOR, then LESSEE shall be entitled to
credit such excess against future rent payments or, if the amount of such excess
exceeds  future rent  payments,  to  immediately  receive  payment  thereof from
LESSOR.


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<PAGE>

     All amounts required to be paid by LESSEE under this section will be deemed
additional rent and in the event of LESSEE'S  failure to pay same,  LESSOR shall
have all the rights and remedies as herein  provided for the  non-payment of Net
Minimum Rent.

     Neither this Lease nor the method herein set forth for the  computation  of
the  percentage  rent  herein  reserved  to  LESSOR  nor any  one or more  other
agreements  herein contained is intended nor shall the same ever be construed so
as to create a  co-partnership  by and between  LESSOR and LESSEE nor as to make
LESSOR  and  LESSEE  joint  venturers  nor so as to make the  LESSEE  in any way
responsible  for  the  debts  and/or  losses  of the  LESSOR  (except  as may be
expressly  provided to the contrary  herein) nor so as to make the LESSOR in any
way responsible for the debts and/or losses of the LESSEE.

     Section 2.2 Except as is  otherwise  expressly  provided to the contrary in
this  Lease,  it is the  purpose  and intent of LESSOR and LESSEE  that the rent
shall be net to the LESSOR, so that this Lease shall yield, net, to LESSOR,  the
rent  specified  in Article 2 hereof in each year  during the term of this Lease
and that all costs,  taxes,  levies,  assessments  and charges of every kind and
nature relating to the Demised  Premises which may arise or become due during or
out of the primary  and option  renewal  terms of this  Lease,  shall be paid by
LESSEE,  and that LESSOR shall be indemnified  and saved harmless by LESSEE from
and against the same.

     Section 2.3 All rent shall be paid to LESSOR  without  notice or demand and
without  abatement,  deduction or set-off,  except as otherwise provided in this
Lease.

     Section 2.4 LESSEE  will  promptly  pay all  rentals and other  charges and
render all statements  herein prescribed to LESSOR at 1180 East Hallandale Beach
Blvd., Hallandale, Florida 33009 or to such other person and at such other place
as shall be  designated by LESSOR in writing at least ten (10) days prior to the
next ensuing rental payment date.

     Section 2.5 LESSEE will pay, as  additional  rent,  and without  abatement,
deduction or set-off,  all sums,  impositions  (as defined in Article 3 hereof),
costs,  expenses,  and other  payments  which LESSEE in any of the provisions of
this Lease assumes or agrees to pay and in the event of any non-payment thereof,
LESSOR shall have (in addition to all other rights and  remedies) all the rights
and  remedies  provided  for herein or by law in the case of non- payment of the
rent.  Nothing herein contained shall require LESSEE to pay municipal,  state or
federal income taxes assessed against LESSOR; provided,  however, that if at any
time  during the term of this Lease the methods of  taxation  prevailing  at the
commencement  of the term  hereof  shall be  altered  so that in lieu of or as a
substitute  for the  whole or any part of any real  estate  taxes,  assessments,
levies,  impositions  or  charges  now  levied,  assessed  and  imposed  by  any
governmental  entity,  there  shall be  imposed:  (i) a tax,  assessment,  levy,
imposition or charge wholly or partially as a capital levy or otherwise on rents
received therefrom,  or (ii) a tax, assessment,  levy (including but not limited
to any municipal,  state or federal levy),  imposition or charge  measured by or
based on whole or in part upon the Demised Premises and imposed upon


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<PAGE>

LESSOR,  or (iii) a license fee  measured by rent  payable by LESSEE  under this
Lease, then all such taxes, assessments,  levies,  impositions or charges or the
part  thereof so  measured or based,  shall be deemed to be included  within the
term  "Imposition"  for the purposes thereof to the extent that such Impositions
would be  payable  if the  Demised  Premises  were the only  property  of LESSOR
subject to such  Imposition,  and  LESSEE  shall pay and  discharge  the same as
herein  provided  in respect  of the  payment of  Impositions.  Where  LESSEE is
required to make  payments of  Impositions  to third  parties,  LESSOR will take
steps reasonably  necessary for such third parties to give LESSEE notice of such
Imposition  or LESSOR will  furnish  LESSEE  with  notice  that  payment of such
Impositions are due.

                                    ARTICLE 3

                             Payment of Impositions

     Section 3.1 After notice thereof LESSEE shall pay (except as hereinafter in
Sections 3.2 and 3.3 hereof provided), before any fine, penalty interest or cost
may be added  thereto,  or become due or be imposed by  operation of law for the
non-payment  thereof, all taxes,  assessments,  water and sewer rents, rates and
charges, charges for public utilities,  excises, levies, license and permit fees
and other governmental charges, general and special, ordinary and extraordinary,
of any kind and  nature  whatsoever  which at any time  during  the term of this
Lease may be assessed,  levied,  confirmed,  imposed upon, or grow or become due
and  payable  out of or in  respect  of,  or become a lien on,  (i) the  Demised
Premises  or any part  thereof  or any  improvements  thereon  or  appurtenances
thereto,  (ii) the rent,  income or other payments  received by LESSEE or anyone
claiming by, through or under LESSEE, (iii) any use or occupation of the Demised
Premises,  (iv) such  franchises as may be appurtenant to the use of the Demised
premises, and (v) this transaction,  or any document to which LESSEE is a party,
creating or transferring an interest or estate in the Demised Premises (all such
taxes,  assessments,  water and sewer rents,  transit taxes,  rates and charges,
charges  for  public  utilities,   excises,   levies,  license  fees  and  other
governmental charges being hereinafter referred to as "Impositions," and any one
of the same being hereinafter referred to as an "Imposition"); provided, however
that:

     Section 3.1.1 if, by law, any  Imposition may at the option of the taxpayer
be paid in  installments  (whether or not  interest  shall  accrue on the unpaid
balance of such Imposition),  LESSEE may exercise the option to pay the same and
any accrued  interest  and, in such event,  shall pay such  installments  as may
become due during the term of this Lease as the same respectively become due and
before  any  fine,  penalty,  further  interest  or cost may be  added  thereto;
provided,  however,  that the amount of all installments of any such Imposition,
which are to become due and  payable  after the  expiration  of the term of this
Lease,  shall be paid on or before the date of such  expiration or on such later
date if such Imposition is levied thereafter; and

     Section  3.1.2 any  Imposition,  other  than  Impositions  which  have been
converted into installment payments by LESSEE, as referred to in Paragraph 3.1.1
of this Section 3.1,


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<PAGE>

relating to a fiscal period of the taxing authority, a part of which is included
in a period of time either prior to the  commencement or after the expiration of
the term of this Lease, shall (whether or not such Imposition shall be assessed,
levied,  confirmed,  imposed  upon or in  respect  of or  become a lien upon the
Demised  Premises,  or shall become  payable,  during the term of this Lease) be
adjusted  and  prorated  between  LESSOR and LESSEE as of the  commencement  and
expiration  of the term of this Lease.  It is the intent of the  parties  hereto
that upon the  commencement  and expiration of this Lease or of its renewal,  if
this Lease be renewed,  that appropriate  adjustments  shall be made between the
LESSOR  and  LESSEE  of all  items  customarily  adjusted,  at the time any such
adjustment  is made,  between  parties to a  transaction  similar to this and in
accordance  with the customs in respect to title closing usual in the area where
the Demised Premises are located.

     Section 3.2 LESSEE,  upon request of LESSOR,  will  furnish to LESSOR,  not
later than twenty (20) days  subsequent to the date when any  Imposition  became
payable,  official  receipts  of the  appropriate  taxing  authority,  or  other
evidence  satisfactory  to  LESSOR  (which  shall  include  a copy of the  check
submitted in payment), evidencing the payment thereof.

     Section 3.3 LESSEE  shall have the right to contest the amount or validity,
in whole or in part, of any  Imposition by  appropriate  proceedings  diligently
conducted in good faith but only after  payment of such  Imposition  unless such
payment would operate as a bar to such contest or interfere  materially with the
prosecution  thereof, in which event,  notwithstanding the provisions of Section
3.1, LESSEE may postpone or defer payment of such Imposition if:

     Section  3.3.1  neither the Demised  Premises nor any part thereof would by
reason of such  postponement  or  deferment  be in danger of being  forfeited or
lost, and

     Section 3.3.2 LESSEE shall have  deposited with LESSOR or with the registry
of the court having jurisdiction thereover,  the amount so contested and unpaid,
together with all interest and penalties in connection therewith and all charges
that may or might be assessed against or become a charge on The Demised Premises
or any part  thereof in such  proceedings,  or shall have  furnished to LESSOR a
letter of credit in favor of LESSEE  sufficient to cover said amount,  interest,
penalties and charges.  Upon the  termination  of any such  proceedings,  LESSEE
shall pay, or may direct LESSOR to pay out of such deposits,  the amount of such
Imposition  or part  thereof  as finally  determined  in such  proceedings,  the
payment  of  which  may  have  been  deferred  during  the  prosecution  of such
proceedings,  together  with  any  costs,  fees,  interest,  penalties  or other
liabilities in connection therewith and, upon such payment, LESSOR shall return,
without  interest,  the balance of the amounts,  if any,  deposited with it with
respect to such Imposition as aforesaid.  If, at any time during the continuance
of such  proceedings,  LESSOR  shall  reasonably  deem the amount  deposited  as
aforesaid insufficient, LESSEE shall, upon demand, make an additional deposit of
such sum as LESSOR may reasonably request,  and upon failure of LESSEE so to do,
the  amount  theretofore  deposited  may be  applied  by LESSOR to the  payment,
removal and  discharge of such  Imposition,  and the  interest and  penalties in
connection


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therewith  and  any  costs,  fees  or  other  liability  accruing  in  any  such
proceedings and the balance, if any, shall be returned to LESSEE.

     LESSOR  shall have the right to seek a reduction  in the  valuation  of the
Demised  Premises  assessed  for tax  purposes  and to  prosecute  any action or
proceeding  theretofore  commenced  by LESSEE,  if such  assessed  valuation  or
valuations  shall  relate  or  pertain,  in  whole  or in  part,  to any  period
subsequent  to the term of this  Lease.  To the  extent to which any tax  refund
payable  as a result of any  proceeding  to review the said  assessed  valuation
which LESSOR or LESSEE may  institute,  or payable by reason of a compromise  or
settlement of any such proceedings, may be based upon a payment by any one other
than LESSOR and shall not relate or pertain to a period subject to apportionment
between  LESSOR and  LESSEE,  LESSEE  shall be  authorized  to collect the same,
provided,  however,  that  LESSEE  shall  reimburse  LESSOR  forthwith  for  all
reasonable  expenses  and  attorneys'  fees  incurred  by LESSOR  in  connection
therewith,  in the proportion that the LESSEE'S share of the refund bears to the
total refund.

     Section  3.4  LESSOR  shall  not be  required  to join  in any  proceedings
referred  to in Section 3.3 hereof  unless the  provisions  of any law,  rule or
regulation at the time in effect shall require that such  proceedings be brought
by and/or in the name of LESSOR or any owner of the Demised  Premises,  in which
event LESSOR shall join in such  proceedings or permit the same to be brought in
LESSOR'S name. LESSOR shall not be subjected to any liability for the payment of
any costs or expenses in connection with any such  proceedings,  and LESSEE will
indemnify  and save  harmless  LESSOR from any such cost and expense.  Except as
otherwise  provided in the Lease,  LESSEE shall be entitled to any refund of any
Imposition and penalties or interest  thereon received by LESSOR which have been
paid by LESSEE,  or which have been paid by LESSOR but previously  reimbursed in
full by LESSEE.

     Section 3.5 The  certificate,  advice or bill of the  appropriate  official
designated  by law to make  or  issue  the  same or to  receive  payment  of any
Imposition or non- payment of such Imposition shall be prima facie evidence that
such  Imposition is due and unpaid at the time of the making or issuance of such
certificate, advice or bill.

     Section  3.6  LESSOR  appoints  LESSEE  attorney-in-fact  of LESSOR for the
purpose  of making  all  payments  to be made by LESSEE  pursuant  to any of the
provisions of this Lease to persons or entities  other than LESSOR.  In case any
person or entity to whom any sum is directly  payable by LESSEE under any of the
provisions  of this  Lease  shall  refuse  to accept  payment  of such sums from
LESSEE,  LESSEE shall  thereupon  give written notice of such fact to LESSOR and
shall pay such sum directly to LESSOR and LESSOR shall thereupon pay such sum to
such person or entity.

                                    ARTICLE 4

                                    Surrender


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     Section  4.1 On the last day of the term  hereof,  as it may be extended by
LESSEE'S  exercise of the renewal  option  contained in Section 1 .3 hereof,  or
upon any  earlier  termination  of this  Lease,  or upon any  legally  justified
reentry by LESSOR upon the Demised Premises,  LESSEE shall surrender the Demised
Premises, together with all improvements located thereon and, except as provided
for at Section 4.2, all fixtures and articles of personal  property  attached to
the  building at the Demised  Premises  and which are the property of LESSEE and
let LESSOR into the  possession and use of the Demised  Premises  without delay,
and subject to the  provisions of Section 4.2 hereof,  in good order,  condition
and repair,  reasonable wear and tear excepted,  and free and clear of all liens
and encumbrances other than those, if any, permitted by this Lease or created or
consented to by LESSOR.

     Section  4.2 Where  furnished  by or at the  expense of LESSEE,  furniture,
trade fixtures and business equipment,  may be removed by the LESSEE;  provided,
however,  that LESSEE shall not be in default on any covenants of this Lease and
LESSEE  shall with due  diligence,  and  without  expense  to LESSOR,  cause the
Demised Premises to be restored to the condition prior to such removal and cause
any injury due to such removal to be repaired  promptly upon the  termination of
this Lease.

     Section 4.3 Any personal  property of LESSEE or any  sublessee  which shall
remain in the Demised  Premises after the  termination of this Lease may, at the
option of LESSOR,  be deemed to have been  abandoned by LESSEE or such sublessee
and either may be retained  by LESSOR as its  property or be disposed of without
accountability in such manner as LESSOR may deem fit.

     Section  4.4  LESSOR  shall  not be  responsible  for any  loss  or  damage
occurring to any property owned by LESSEE.

                                    ARTICLE 5

                                    Insurance

     Section 5.1 The LESSEE  shall,  at all times during the term of this Lease,
at its own cost and expense,  carry upon all buildings and improvements upon the
Demised Premises, windstorm, fire and extended coverage insurance and such other
insurance  as LESSOR  may  reasonably  require,  with  companies  of  recognized
responsibility  and financial  standing and duly authorized to transact business
in the State of Alabama,  and with forms of policies reasonably  satisfactory to
the LESSOR,  said insurance to include demolition  insurance with respect to any
building or  improvement  which is  required  to be partly or wholly  demolished
under any  building  or fire laws from time to time in force  during the term of
this  Lease,  and said  insurance  to be in amount at least equal to one hundred
percent   (100%)  of  the  actual   replacement   cost  of  such  buildings  and
improvements,  from time to time; all of the foregoing  policies of insurance to
be payable in case of loss to LESSOR for the  purpose  hereinafter  set forth if
there shall be no


                                      -63-
<PAGE>

mortgage  affecting  the fee interest of LESSOR.  To the extent LESSEE has taken
out  additional  fire  insurance and extended  coverage for its own  protection,
beyond that  required for LESSOR'S  protection  hereunder,  the proceeds of such
policies shall be payable and paid to LESSEE which may use such proceeds for its
own  purposes  including  replacing  and  restoring  the  furniture,   fixtures,
equipment,  leasehold improvements and/or personalty located at the premises. In
no event  shall  LESSOR be entitled  to receive  any  proceeds  of any  business
interruption insurance or similar insurance maintained by the LESSEE for its own
benefit for protection  against  business losses resulting from any contingency,
including fire or other accident to the Demised Premises.

     Section 5.1 .1 LESSEE shall, at all times during the term of this Lease, at
its own cost and expense,  carry rent continuation insurance in amounts equal to
the Net Minimum  Rent due from time to time  hereunder  which rent  continuation
insurance shall be payable to the LESSOR.

     Section  5.2  In  case  the  LESSEE  shall  default  in  the  effecting  or
maintenance  of  said  insurance,  or of any  other  insurance  to be  provided,
effected or  maintained by the LESSEE under the  provisions  of this Lease,  the
LESSOR may effect such  insurance at the sole cost and expense of the LESSEE and
any sums  paid by the  LESSOR  for the  purpose  aforesaid  for any  premium  or
premiums, together with interest at the rate of fifteen percent (15%) per annum,
shall be added to the rent and be  deemed  to be a part  thereof,  and  shall be
payable as such to the LESSOR before or at the time when the installment of rent
next after any such  payment by the LESSOR  shall be payable.  The LESSOR  shall
forthwith upon the effecting of such insurance give notice to the LESSEE thereof
and of the sums paid therefor.

     Section 5.3 The proceeds of any  insurance  maintained  hereunder and which
shall be payable to LESSOR in  accordance  with Section 5.1 hereof shall be held
by a national or state  banking  institution  doing  business in Mobile  County,
Alabama,  IN TRUST, first as security for the payment of all rent (except to the
extent that same is received from rent  continuation  insurance)  and other sums
due to be paid  under  the terms of this  Lease at or during  the time when said
proceeds shall be received or held and, secondly,  for the purpose of paying the
cost of the repair or  replacement  of said  buildings and  improvements  in the
event of their damage or destruction  by fire, or by reason of their  demolition
as  aforesaid  under  any  building  or  fire  laws,  to such  extent  as may be
necessary, and so far as sufficient for said purpose, and the same shall be paid
over less any  deductions  for said rent  and/or  other sums  aforesaid,  to the
LESSEE in  installments  substantially  equivalent to the cost of such repair or
reconstruction  as the same shall proceed,  at such times as the LESSEE shall be
obligated  to  make  payments  upon  building  contracts  for  such  repairs  or
reconstruction and upon certificates of the architect, if any, in charge of such
repairs  or  reconstruction,  and  in  the  absence  of an  architect  upon  the
furnishing  of receipted  bills and lien  releases for all  materials  and labor
used; it being understood and agreed that in the event of damage to any building
or buildings or structure  or  structures  upon the premises by fire,  or in the
event of its or their  destruction or demolition,  the LESSEE within ninety (90)
days thereafter will commence to proceed with all reasonable diligence (the term


                                      -64-
<PAGE>

"commence"  to include  taking  steps to cause  architectural  plans to be made,
construction  permits  to be  obtained,  causing  bids  from  contractors  to be
received and the letting of contracts) to cause said building or buildings to be
rebuilt,  replaced  or repaired in the manner  hereinbefore  provided,  and will
complete  and pay the entire  cost of such  rebuilding,  replacement  or repair;
provided  that,  in the  event of the  failure  of the  LESSEE  to  commence  as
above-described,  and thereafter to continue  diligently to provide for and make
such  rebuilding,  replacement or repair and such failure  continuing for thirty
days after  written  notice to the LESSEE of such  failure,  (except  where such
failure to commence or continue repairs is a result of delays caused by strikes,
fires,  acts of God, war,  inability to obtain  construction  materials or other
conditions  beyond the  reasonable  control of the LESSEE),  the proceeds of all
insurance  policies in the hands of the LESSOR  shall become and be the absolute
property of the LESSOR and shall be paid to and  retained by the LESSOR free and
clear of any trust.  In such event,  the LESSOR at his option may  complete  the
rebuilding,  replacement  or repairs of the Demised  Premises  and LESSEE  shall
immediately  pay all costs,  expenses and fees  incurred by LESSOR in connection
therewith less said insurance  proceeds  received by the LESSOR. If LESSEE fails
to do so,  then same shall  constitute  a material  breach and default by LESSEE
hereunder  and LESSOR may avail itself of any and all  remedies  provided by law
and/or under this Lease. Any balance of the insurance in excess of the foregoing
requirements  shall be the  property  of the  LESSEE.  Alternatively,  if LESSOR
chooses to keep the  insurance  proceeds  free and clear of the  above-described
trust and not rebuild,  repair and replace the Demised premises,  then the Lease
shall terminate.

     Section  5.4 The LESSEE  shall at its own cost and  expense  and during the
entire term of this Lease, carry and maintain  liability  insurance in such form
as shall protect the LESSOR as well as the LESSEE,  from any loss, cost,  damage
or  liability  imposed  by law on account of bodily  injuries,  including  death
resulting  therefrom,  suffered by any person or persons,  while within, upon or
about the Demised  Premises;  the coverage and  protection of such  insurance on
account of any accident resulting in injuries to one person, including death, to
be not less than One  Million  ($1,000,000.00)  Dollars  and subject to the same
limit for each  person,  the total  liability  on  account  of any one  accident
resulting in injuries to more than one person,  including  death, to be not less
than Five Million ($5,000,000.00) Dollars.

     Section 5.5 The LESSEE shall and will hold and keep the LESSOR at all times
harmless  and  indemnified  on account of any loss,  cost,  damage or  liability
arising out of the LESSEE'S  use of the Demised  Premises or out of the LESSEE'S
tenancy  hereunder,  which shall not be covered,  provided for or compensated by
such  liability  or other  insurance,  and also on  account of any and all loss,
cost,  liability or damage to property resulting from any failure of the LESSEE,
or of any person  claiming under it or contracting  with it, to keep the Demised
Premises or any of the  appurtenances  or part thereof or the sidewalks and ways
adjacent  thereto in good and safe  condition and repair,  or resulting from any
negligence  of the LESSEE,  its agents or servants.  The LESSEE shall during the
entire term carry and maintain  liability  insurance in like form and protecting
the LESSOR as well as LESSEE from any loss, cost, damage or liability for damage
to


                                      -65-
<PAGE>

property,  arising out of the LESSEE'S use of the Demised Premises or out of the
LESSEE'S  tenancy  hereunder,  in  an  amount  of  not  less  than  One  Million
($1,000,000.00) Dollars.

     Section 5.6 All such policies of insurance required to be maintained by the
LESSEE shall carry  (insofar as the same is generally  available) an endorsement
requiring ten (10) days written  notice from the insurance  company or companies
issuing the same to the LESSOR prior to changing or canceling any such policy or
policies,  and  certificates  of  insurance  shall be  delivered  to the  LESSOR
initially at the execution of this Lease and thereafter, upon replacement of any
insurance coverage hereunder or upon Lessor's demand.

     Section 5.7 In case of any loss covered by insurance, the LESSOR and LESSEE
shall each lend their  cooperation  and  assistance to its  adjustment  with any
insurance company involved,  to such extent as may reasonably be necessary,  and
no agreed adjustment of any loss in excess of Ten Thousand  ($10,000.00) Dollars
shall be concluded with any insurance company,  excepting such agreed adjustment
as may be  approved  by both the  LESSOR  and  LESSEE and if they shall not both
approve and agree upon any  adjustment,  then both, or either of them, as may be
appropriate,  shall  take all  necessary  action to have the amount of such loss
ascertained by appraisal  under the  provisions  for appraisal  contained in the
respective policies involved,  and the LESSOR and LESSEE, as between themselves,
agree to be bound by the amount of loss as so ascertained. Adjustment for a loss
of less  than Ten  Thousand  ($10,000.00)  Dollars  may be  accomplished  by and
collected by LESSEE without LESSOR'S written approval.  Notwithstanding anything
to the contrary contained herein,  LESSEE shall have the sole right to decide to
accept  settlement or adjustment of any loss covered by insurance which involves
loss to its inventory or other personal property of LESSEE or otherwise involves
LESSEE'S sole interest.

     Section 5.8 Except if LESSOR obtains  insurance  proceeds free and clear of
trust as its  absolute  property and LESSOR  chooses not to rebuild,  repair and
replace the Demised  Premises as provided in Section 5.3, no  destruction  of or
damage to the Demised Premises or any part thereof by fire or any other casualty
shall terminate or permit LESSEE to surrender this Lease or shall relieve LESSEE
from its  liability  to pay the full rent  (except  to the  extent  that  LESSOR
receives and is paid said rent under rental  continuation  insurance policy) and
other  charges  payable  under  this  Lease.  LESSEE  waives  any  rights now or
hereafter  conferred  upon it by statute or otherwise to quit or surrender  this
Lease or the  Demised  Premises,  or any  part  thereof,  or to any  suspension,
diminution, abatement or reduction of rent on account of any such destruction or
damage.

                                    ARTICLE 6

                  Lessor's Right to Perform Lessee's Covenants


                                      -66-
<PAGE>

     Section  6.1 If  LESSEE  shall at any time  fail to pay any  Imposition  in
accordance  with the  provisions of Article 3 hereof,  or to pay for or maintain
any of the insurance  policies  provided for in Article 5 hereof, or to make any
other  payment  or  perform  any other  act on its part to be made or  performed
hereunder,  then LESSOR  after thirty (30) days notice to LESSEE (or, in case of
any emergency,  on such notice or without notice, as may be reasonable under the
circumstances)  and without  waiving or releasing  LESSEE from any obligation of
the LESSEE hereunder, may (but shall not be required to):

     Section  6.1.2  pay  any  Imposition  payable  by  LESSEE  pursuant  to the
provisions of Article 3 hereof, or

     Section 6.1 .3 pay for and maintain any of the insurance  policies provided
for in Article 5 hereof, or

     Section  6.1.4 make any other  payment or perform any other act on LESSEE'S
part to be made or performed as in this Lease  provided,  and may enter upon the
Demised  Premises  for that  purpose and take all such action  thereon as may be
necessary therefor.

     Section 6.2 All sums so paid by LESSOR and all costs and expenses  incurred
by LESSOR in connection  with the  performance  of any such act  (together  with
interest  thereon  at the rate of  fifteen  (15%)  percent  per  annum  from the
respective  dates of LESSOR'S  making of each  payment or incurring of each such
cost and expense) shall constitute  additional rent payable by LESSEE under this
Lease and shall be paid by LESSEE to LESSOR on demand,  and LESSOR  shall not be
limited  in the proof of any  damages  which  LESSOR  may claim  against  LESSEE
arising  out of or by reason of  LESSEE'S  failure to provide  and keep in force
insurance as aforesaid,  to the amount of the insurance  premium or premiums not
paid or  incurred  by  LESSEE  and  which  would  have  been  payable  upon such
insurance.

                                    ARTICLE 7

                             Repairs and Maintenance

     Section 7.1 During the term of this Lease,  LESSEE will repair and maintain
the Demised Premises (including the building,  fixtures and facilities therein),
and will maintain and keep the same in good order and condition, reasonable wear
and  tear  excepted,  and make  all  necessary  repairs  thereto,  interior  and
exterior.  When used in this  Article 7, the term  "repairs"  shall  include all
reasonably necessary replacements, renewals and alterations. All repairs made by
LESSEE shall be equal in quality and class to the original work.

     Section  7.2 The  necessity  for and  adequacy  of repairs  to the  Demised
Premises, including the building and improvements thereon as required by Section
7.1 hereof


                                      -67-
<PAGE>

shall be measured by the standard which is appropriate  for buildings of similar
construction and class and LESSEE'S usage of the Demised Premises.

     Section 7.3 LESSEE shall maintain all portions of the Demised Premises in a
clean and orderly condition, free of dirt, rubbish and unlawful obstructions.

     Section  7.4 LESSOR  shall not be  required  to  furnish  any  services  or
facilities,  or to make any repairs or alterations in the Demised Premises or to
or in the building situated on the Demised Premises.

     Section 7.5 LESSEE  hereby  waives all right to make repairs at the expense
of the LESSOR as may be now  provided  or shall  hereafter  be  provided  by any
federal, state or municipal statute, ordinance or regulation.

                                    ARTICLE 8

                     Compliance With Laws. Ordinances. Etc.

     Section 8.1 During the term of this Lease,  LESSEE at its sole  expense and
cost,  shall  promptly  comply  with all present  and future  laws,  ordinances,
orders, rules,  regulations and requirements of all federal, state and municipal
governments, courts, departments, commissions, boards and officers, any national
or local  Board of Fire  Underwriters,  or any other body  exercising  functions
similar to those of any of the foregoing,  foreseen or  unforeseen,  ordinary as
well as extraordinary,  which may be applicable to the Demised Premises, and the
sidewalks and curbs adjoining the Demised  Premises,  or to the use or manner of
use of the Demised Premises, or the owner, tenants or occupants thereof, whether
or not such  law,  ordinance,  order,  rule,  regulation  or  requirement  shall
necessitate   structural  changes  or  improvements,   or  the  removal  of  any
encroachments or projections,  ornamental, structural or otherwise, onto or over
the streets  adjacent to the Demised  Premises,  or onto or over other  property
contiguous or adjacent thereto.

     Section  8.2  LESSEE  shall  have  the  right  to  contest  by  appropriate
proceedings diligently conducted in good faith, in the name of LESSEE or LESSOR,
or both,  without cost or expense to LESSOR,  the validity or application of any
law, ordinance, order, rule, regulation or requirement of the nature referred-to
in Section 8.1 hereof. If by the terms of any such law, ordinance,  order, rule,
regulation or requirement,  compliance  therewith pending the prosecution of any
such  proceeding  may  legally be delayed  without the  incurrence  of any lien,
charge or  liability  of any kind  against  the  Demised  Premises  or  LESSEE'S
leasehold  interest  therein  and  without  subjecting  LESSEE  or LESSOR to any
liability,  civil or criminal,  for failure so to comply  therewith,  LESSEE may
delay compliance therewith until the final determination of such proceeding.  If
any claim,  lien  charge or civil  liability  would be incurred by reason of any
such delay, LESSEE nevertheless,  with the prior written consent of LESSOR (such
consent not


                                      -68-
<PAGE>

to be  unreasonably  withheld)  may contest as aforesaid and delay as aforesaid,
provided  that such delay would not subject  LESSOR to  criminal  liability  and
LESSEE (i)  furnishes  to LESSOR  security  reasonably  satisfactory  to LESSOR,
against  any loss or  injury  by  reason  of such  contest  or  delay,  and (ii)
prosecutes the contest with due diligence.

     LESSOR shall not be required to join in any proceedings referred to in this
Section unless the  provisions of any applicable  law, rule or regulation at the
time in effect shall require that such  proceedings  be brought by and/or in the
name of the LESSOR,  in which event  LESSOR  shall join in such  proceedings  or
permit  the same to be brought in his name.  LESSEE  may  delegate  the right to
bring any such  proceeding  to any person or entity  having an  interest  in the
Demised Premises or any part thereof.

                                    ARTICLE 9

                               Discharge of Liens

     Section 9.1 LESSEE will not create or permit to be created or to remain and
will  discharge  any lien,  encumbrance  or charge  (levied  on  account  of any
Imposition or any mechanic's, laborer's or materialman's lien) which might be or
become a lien,  encumbrance or charge upon the Demised  Premises,  including the
building  thereon  or any part  thereof  or the  income  therefrom,  having  any
priority or preference  over or ranking on a parity with the estate,  rights and
interest of LESSOR in the same or any part thereof or the income therefrom,  and
LESSEE  will not  suffer to do any other  matter or thing  whereby  the  estate,
rights and interests of LESSOR in the Demised Premises and the building in which
the  Demised  Premises  are  located,  or any part  thereof  might be  impaired;
provided  that any  Imposition  may,  after the same becomes a lien,  be paid or
contested in accordance with Article 3 hereof, and any mechanic's,  laborer's or
materialman's lien may be discharged in accordance with Section 9.3 hereof.

     Section 9.2 In the event that LESSEE chooses to remodel or make any changes
to the interior or exterior of the building  located and situated at or upon the
Demised Premises, or otherwise construct improvements thereupon the LESSEE shall
furnish at its sole cost and expense a Payment  Bond if required by law in order
to exempt the Demised  Premises from being  encumbered or attached by mechanics'
lien. This Payment Bond shall be in at least the amount of the original contract
price before  commencing the  construction of the  improvement  under the direct
contract  between the LESSEE and its general  contractor.  Should  LESSEE  cause
change  orders  to be made to said  general  contract,  then the  amount  of the
Payment  Bond  shall  be  increased   accordingly   before  the  "change  order"
construction commences. The Payment Bond shall be executed as surety by a surety
insurer  authorized  to do  business  within the State of  Alabama  and shall be
conditioned  that the LESSEE and  contractor  shall  promptly  make payments for
labor,  services  and  material to all  lienors  under the  contractor's  direct
contract.


                                      -69-
<PAGE>

     Section 9.3 If any mechanic's,  laborer's or  materialman's  lien for which
LESSEE is responsible  shall at any time be filed against the Demised  premises,
or any part thereof,  LESSEE,  within  forty-five  (45) days after notice of the
filing  thereof,  will cause the same to be  discharged or cancelled by payment,
deposit,  bond,  order of a court of competent  jurisdiction  or  otherwise.  If
LESSEE  shall  fail to cause  such lien to be so  discharged  within  the period
aforesaid,  then,  in  addition,  to any other right or remedy,  LESSOR may, but
shall not be  obligated  to,  discharge  the same  either by paying  the  amount
claimed to be due or by  procuring  the  discharge of such lien by deposit or by
bonding  proceedings.  Any amount so paid by LESSOR  and all costs and  expenses
incurred by LESSOR in connection  therewith,  together with interest  thereon at
the rate of  fifteen  (15%)  percent  per  annum  from the  respective  dates of
LESSOR'S  making of the  payment  or  incurring  of the cost and  expense  shall
constitute  additional rent payable by LESSEE under this Lease and shall be paid
by LESSEE to LESSOR on demand.

     Section 9.4 Nothing in this Lease contained shall be deemed or construed in
any way as constituting the consent or request of LESSOR, express or implied, by
reference or otherwise, to any contractor, subcontractor, laborer or materialman
for the  performance  of any labor or the  furnishing  of any  materials for any
specific  improvement,  alteration  to or repair of the  Demised  Premises  and,
buildings thereon or any part thereof,  nor as giving LESSEE any right, power or
authority  to  contract  for or permit  the  rendering  of any  services  or the
furnishing  of any  materials  that  would  give rise to the  filing of any lien
against the LESSOR'S  right,  title and interest in and to the Demised  Premises
and the improvements thereon or any part thereof.  Nothing in this Section shall
be deemed or  construed  in any way as  prohibiting  LESSEE  from  making  those
repairs,  alterations or improvements  that it may be required to make under the
provisions  of this  Lease and to hire such  persons on its own behalf as may be
necessary to perform such work.

                                   ARTICLE 10

                     Conditions of Demised Premises and Use

     Section 10.1 LESSEE  hereby  accepts the Demised  Premises in the condition
that they are in at the  beginning  of this Lease and all  interior and exterior
improvements  thereto  shall be made by the  LESSEE  at  LESSEE'S  sole cost and
expense after obtaining LESSOR'S written approval which will not be unreasonably
withheld and attached hereto is a copy of plans for improvements approved by the
LESSOR.

     Section 10.2 LESSEE agrees that its signs, advertisements,  exhibits, etc.,
which will be used at, upon or about the Demised  Premises  shall conform to all
applicable governmental regulations.

     Section 10.3 LESSEE  covenants  and agrees that it will not use the Demised
Premises or any part thereof for any illegal purpose.


                                      -70-
<PAGE>

                                   ARTICLE 11

                           Entry on Property by Lessor

     Section   11.1   LESSEE   will   permit  the  LESSOR  and  its   authorized
representatives  to enter the Demised Premises,  during all reasonable hours for
the purpose of: (i) inspecting  the same, and (ii) making any necessary  repairs
thereto and performing any other work therein that may be necessary by reason of
LESSEE'S  failure  to make any  such  repairs  or  perform  any such  work or to
commence the same for thirty (30) days after  written  notice from  LESSOR,  and
(iii) placing or exhibiting upon the Demised  Premises and to put and place upon
the doors and windows thereof a notice "For Rent" at any time within thirty (30)
days  before the  expiration  of the  primary or the final  option  term of this
Lease.  Nothing herein shall imply any duty on the part of LESSOR to do any such
work and performance thereof by LESSOR shall not constitute a waiver of LESSEE'S
default in failing to perform the same.  LESSOR may,  during the progress of any
such work, keep and store at, upon or within the Demised  Premises or elsewhere,
all necessary  materials,  tools,  supplies and  equipment.  LESSOR shall not be
liable for  inconvenience,  annoyance,  disturbance,  loss of  business or other
damage of LESSEE or any  sublessee  by  reason  of making  such  repairs  or the
performance  of any such  work,  or on  account of  bringing  materials,  tools,
supplies and equipment  into,  upon or through the Demised  Premises  during the
course  thereof  and the  obligations  of LESSEE  under this Lease  shall not be
affected  thereby.  LESSOR'S  right to store such  materials  and tools upon the
Demised Premises is conditioned upon same not unreasonably  interfering with the
conduct of LESSEE'S business.

     Section 11.2 LESSOR  shall have the right to enter the Demised  Premises at
all  reasonable  times,  for the  purpose  of  showing  the same to  prospective
purchasers or mortgagees,  provided, however, LESSOR'S exercise of this right of
entry shall not unreasonably interfere with LESSEE'S business operation .

                                   ARTICLE 12

                            Indemnification of Lessor

     Section 12.1 To the extent not covered by insurance,  LESSEE will indemnify
and save harmless LESSOR against and from all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable architect's
and  attorney's  fees,  which may be imposed  upon or  incurred  by or  asserted
against  LESSOR by reason of any of the following  occurring  during the term of
this Lease:

     Section 12.1.1 any work or thing done in, on or about the Demised  Premises
or any part thereof;


                                      -71-
<PAGE>

     Section  12.1.2  any  use,  non-use,  possession,   occupation,  condition,
operation, maintenance or management of the Demised Premises or any part thereof
or any street, sidewalk, curb, passageway or space adjacent thereto;

     Section  12.1.3 any  negligence on the part of LESSEE or any of its agents,
contractors, servants, employees, sublessees, licensees or invitees;

     Section  12.1.4 any  accident,  injury or damage to any person or  property
occurring in, on, or about the Demised Premises;

     Section  12.1.5 any  failure by LESSEE to perform or comply with any of the
covenants,  agreements,  terms or conditions contained in this Lease on its part
to be performed or complied with; or

     Section 12.1.6 any tax attributable to the execution, delivery or recording
of this Lease or any  modifications  hereof. In case any action or proceeding is
brought against LESSOR by reason of such claim,  LESSEE upon written notice from
LESSOR, will at LESSEE'S expense,  resist or defend such action or proceeding by
counsel of LESSEE'S choosing.

                                   ARTICLE 13

                                  Condemnation

     Section  13.1 If the  entirety  of the  Demised  Premises  or such  portion
thereof as will make the leased property  unsuitable for the purposes leased, is
condemned  for any public use or purpose by any legally  constituted  authority,
then in  either  of such  events  this  Lease  shall  cease  from the time  when
possession is taken by such public authority and the rental shall be apportioned
as of the date of the surrender of-possession. Such termination shall be without
prejudice  to the  rights  of  either  the  LESSOR  or  the  LESSEE  to  recover
compensation from the condemning authority for any loss or damage caused by such
condemnation.  Neither the LESSOR nor the LESSEE  shall have any rights in or to
any  award  made to the  other  by the  condemning  authority.  It is  expressly
understood  that  LESSEE  shall have the right and  privilege  to  initiate  and
process a claim for leasehold  improvements  made by LESSEE as well as all trade
fixtures,  equipment  and other  personal  property  owned by the LESSEE and any
award for  proceeds  for such  leasehold  improvements  or such trade  fixtures,
equipment,  or other personal  property shall be the sole property of the LESSEE
and shall not  comprise  any part of any award to the LESSOR.  LESSOR  expressly
waives all right to any award with respect to leasehold improvements paid for by
LESSEE.

                                   ARTICLE 14.
                                  Subordination


                                      -72-
<PAGE>

     Section 14.1 - This Lease and all of the rights of LESSEE hereunder are and
shall be  subject  and  subordinate  to the lien of any  mortgage  or  mortgages
hereinafter  placed on the  Demised  Premises  or any part  thereof,  except the
LESSEE'S property or trade fixtures, and to any and all renewals, modifications,
consolidations,  replacements,  extensions or substitutions of any such mortgage
or mortgages.  Such subordination  shall be automatic,  without the execution of
any  further   subordination   agreement  by  LESSEE.  If,  however,  a  written
subordination  agreement  consistent  with  this  provision,  is  required  by a
mortgage, the LESSEE agrees to execute,  acknowledge and deliver the same and in
the event of failure so to do, LESSOR may, in addition to any other remedies for
breach of covenant  hereunder  execute,  acknowledge and deliver the same as the
agent or  attorney-in-fact  of the  LESSEE and  LESSEE  irrevocably  constitutes
LESSOR and his assigns as its attorney-in-fact for such purpose.

     Section  14.2  LESSEE  agrees  that it will sign  proper  estoppel  letters
indicating the then standing of the Lease.  LESSOR may assign LESSOR'S  interest
in this Lease, together with the rents issuing and profits due and to become due
thereunder  and the LESSEE will  acknowledge  receipt of a copy thereof and will
comply with the terms thereof.

                                   ARTICLE 15

                            Subletting and Assignment

     Section 15.1 LESSEE  shall not further  mortgage,  pledge or encumber  this
Lease. However,  LESSEE shall have the right to sublet the entirety or a portion
of the Demised  Premises with the written  consent of the LESSOR,  which consent
will not be unreasonably withheld. Should the amount of rent or the value of the
consideration received by LESSEE in connection with such subletting,  exceed the
amount of rent required  herein to be paid by LESSEE to LESSOR,  then same shall
be  immediately  paid to the LESSOR as  further  additional  rent upon  LESSEE'S
receipt  thereof.  Notwithstanding  anything to the contrary  herein  contained,
LESSEE'S right to sublet a portion of the Demised  Premises is  conditioned  and
limited to permit LESSEE to have no more than two sublessees at any one time.

     Section 15.2 LESSEE hereby assigns to LESSOR all rents due or to become due
from any future permitted  sublessee,  but the effective date of such assignment
shall be the date of the happening of an event of default  under the  provisions
of this Lease. Thereupon, LESSOR shall apply any net amount collected by it from
sublessees  to the rent due under this Lease.  No  collection  of rent by LESSOR
from a sublessee shall  constitute a waiver of the provisions of this Article or
an acceptance of the sublessee as a lessee or release of LESSEE from performance
by LESSEE of its  obligations  under this Lease.  LESSEE  will not,  directly or
indirectly,  collect  or  accept  any  payment  of  subrent  from any  permitted
sublessee  under any  sublease  more than two (2)  months in advance of the date
when the same shall become due.


                                      -73-
<PAGE>

     Section  15.3 LESSEE  shall  perform  and  observe  each and every term and
condition  to be  performed  and  observed  by the  sublessee  under all  future
permitted  subleases  and shall and does  hereby  indemnify  and  agrees to hold
LESSOR  harmless  from any and all  liabilities,  claims  and  causes  of action
arising thereunder.

     Section  15.4 The LESSEE  shall have,  the right to assign this Lease to an
affiliate (as presently  defined by the securities laws of the United States) of
the  LESSEE  without  the  written  consent  of  the  LESSOR,   provided  LESSEE
simultaneously  provides LESSOR with written notice of any such assignment and a
copy of the  instrument of assignment,  but in the event of any such  assignment
LESSEE shall remain fully liable for performance of all the obligations  imposed
upon the LESSEE under this Lease.  The LESSEE shall also have the limited  right
to assign  this Lease and to have no further  liability  under the terms of this
Lease,  for  payment or  otherwise,  provided  LESSEE  assigns  this Lease to an
affiliate (as presently  defined by the securities laws of the United States) of
the LESSEE with the written consent of the LESSOR, which consent will be granted
if and only if such affiliate, at a time of any such proposed assignment has (i)
a net worth equal to or greater  than the net worth of LESSEE at its fiscal year
for the year ended March 31, 2000 and (ii) net worth, net sales and net earnings
during the fiscal year  immediately  prior to such assignment in an amount equal
to or  greater  than the net sales and net  earnings  of the  LESSEE  during its
fiscal year immediately prior to the proposed assignment.

                                   ARTICLE 16

                                     Default

     Section 16.1 The LESSEE covenants with the LESSOR that it will pay the rent
and other sums herein  mentioned at the times the same shall severally fall due,
and in the manner  aforesaid  and that it will keep and perform  each and all of
the covenants and conditions in this Lease  contained on its part to be kept and
performed.  If any default shall be made in the payment of the rent hereinbefore
reserved,  or any part of it, or of the other payments agreed to be made, or any
of them,  and such default  shall  continue for a period of seven (7) days after
written  notice to the LESSEE by the  LESSOR or his  agents,  or if any  default
shall be made in the timely payment of rent  hereinbefore  reserved on any three
or more occasions in any twelve month period,  and whether or not notice of such
default has been given or such  default has been cured,  or if default  shall be
made in the  performance of any of the other  covenants,  terms,  conditions and
agreements herein contained on the part of the LESSEE to be kept,  performed and
observed and,  subject to the  provisions  of Section 16.2 hereof,  such default
shall  continue for a period of ten (10) days after written notice to the LESSEE
from the  LESSOR or his  agents,  or if the  LESSEE  shall  file a  Petition  in
bankruptcy  or for  relief as a debtor or  insolvent  under  the  bankruptcy  or
insolvency  laws (as  presently  existing  or  hereafter  enacted) of the United
States or any state, or shall be adjudged bankrupt or insolvent, or shall make a
general  assignment  for the  benefit of  creditors,  or shall have a  permanent
receiver  appointed,  or if the leasehold  interest  hereunder shall be taken by
process of law,  then,  and in any such case,  it shall be lawful for the LESSOR
thereupon,  or at any time thereafter,  at his option,  while such default shall
continue, or such adjudication, assignment


                                      -74-
<PAGE>

receivership  or  proceedings  under such  bankruptcy or  insolvency  laws shall
continue in effect, or such taking by process of law shall remain  undischarged,
and with or without  process of law, to enter upon the  Demised  Premises or any
part thereof and to declare this Lease at an end, and in such case, to expel the
LESSEE and those  claiming under it without being deemed guilty of any manner of
trespass,  and  thenceforth  peacefully  and quietly hold and enjoy said Demised
Premises as if these presents had not been made; provided, however, that in case
of involuntary bankruptcy or involuntary receivership proceedings,  or taking by
process of law, and same are dismissed prior to LESSOR declaring the Lease at an
end,  then the  possession  and rights of the LESSEE shall be restored,  without
prejudice,  however,  to any right of LESSOR to sue for and recover the rent due
or to become due on this  Lease,  or declare  all rent  reserved  herein for the
entire term hereof to be  immediately  due and payable and to sue to recover all
such  accelerated  rent,  or to make any claim for damages or right of action or
remedy for breach of any covenant, condition or agreement herein contained which
said LESSOR might otherwise have or use, or the LESSOR may, in any of the events
aforesaid,  at its option, enter upon the Demised Premises, or any part thereof,
as the agent of the  LESSEE  and,  if it shall so  desire,  expel the LESSEE and
those claiming under it without being guilty of any manner of trespass,  and may
rent the Demised  Premises as such agent,  applying the proceeds of such rentals
on account  of the rent and other sums due from.  the LESSEE and hold the LESSEE
responsible for any deficiency,  and it is expressly  understood and agreed that
this Lease  shall  not,  except at the option of the  LESSOR,  continue  for the
benefit of creditors or any  assignee  for the benefit of  creditors,  receiver,
trustee in reorganization or trustee in bankruptcy.

     Section  16.2 In the event that the LESSEE is  required  to perform any act
other than the  payment of money  under this Lease in order to remedy a default,
notice of which is required by the terms  hereof to be given by the LESSOR,  and
if the LESSEE shall, in good faith,  commence within the time required therefor,
to do the thing or  things  required  to remedy  such  defaults  and shall  with
diligence  proceed  therewith,  then the time for curing such  default  shall be
extended until the LESSEE shall have had a reasonable  opportunity completely to
remedy the default.

     Section 16.3 The various rights,  powers and remedies herein  contained and
reserved to the LESSOR shall not be  considered as exclusive of any other right,
power or remedy but the same shall be  construed as  cumulative  and shall be in
addition to every other right, power or remedy now or hereafter existing at law,
in equity or by statute; and every right, power or remedy reserved by this Lease
to the  LESSOR  may be  exercised  from  time to time and as  often as  occasion
therefor may arise and any such right,  power or remedy shall not be  considered
as exclusive of any other herein  contained but shall be construed as cumulative
and in  addition  to any  other  right,  power  or  remedy  reserved  to  LESSOR
hereunder.  No remedy  exercised by the LESSOR shall bar or waive LESSOR'S right
to obtain any other legal,  equitable or statutory  remedy. No delay or omission
of the LESSOR to exercise any right,  power or remedy arising from any omission,
neglect or default of the LESSEE shall  impair any such right,  power or remedy,
or shall  be  construed  as a waiver  of any  such  default  or an  acquiescence
therein.


                                      -75-
<PAGE>

     Section 16.4 In the event of any litigation or legal  proceeding to enforce
the terms of this Lease,  the prevailing  party in such litigation or proceeding
shall be  entitled  to  recover  from the  non-prevailing  party the  reasonable
attorneys'  fees and expenses of the litigation or proceeding.  Such  attorneys'
fees and expenses  shall include the  attorneys'  fees and expenses  incurred in
enforcing this Section 16.4.

                                   ARTICLE 17
                                   Statements

     Section 17.1 At any time and from time to time,  either party,  on at least
twenty (20) days prior written  request by the other party,  will deliver to the
party making such request a statement in writing  certifying  that this Lease is
unmodified  and  in  full  force  and  effect  (or  if  there  shall  have  been
modifications,  that the same is in full  force  and  effect  as  modified,  and
stating the modifications) and the dates to which the net rent and other charges
have been paid and stating  whether or not, to the best  knowledge  of the party
executing such certificate, the party requesting such statement is in default in
performance of any covenant, agreement or condition contained in this Lease, and
if so,  specifying  each  such  default  of which the  executing  party may have
knowledge.

                                   ARTICLE 18

                       Invalidity of Particular Provisions

     Section  18.1 If any term or  provision  of this  Lease or the  application
thereof,  to any extent,  be invalid or  unenforceable,  the  remainder  of this
Lease, or the application of such term or provision other than those as to which
it is held invalid or  unenforceable,  shall not be affected  thereby,  and each
term and  provision  of this Lease shall be valid and be enforced to the fullest
extent permitted by law.

                                   ARTICLE 19

                                     Notices

     Section 19.1 All notices,  demands and requests  required  under this Lease
shall be in writing and shall be deemed properly given if served personally,  or
if sent by United  States  Registered  or  Certified  or Express  Mail,  postage
prepaid,  or courier service,  addressed as hereinafter  provided,  to LESSOR or
LESSEE at the addresses  set forth below,  or at such other address as LESSOR or
LESSEE may from time to time  designate by written  notice to each other:  As to
LESSOR,  URT Industries,  Inc., 1180 East  Hallandale  Beach Blvd.,  Hallandale,
Florida 33009,  Attention:  Allan Wolk; and as to LESSEE,  Peaches Entertainment
Corporation,  1180 East  Hallandale  Beach  Blvd.,  Hallandale,  Florida  33009,
Attention: Brian Wolk.

     Section 19.2 Notice,  demands and other  requests  which shall be served by
registered  or  certified  mail upon LESSOR and LESSEE in the manner  aforesaid,
shall be deemed  sufficiently  served or given for all purposes  hereunder three
(3) days after such notice, demand or


                                      -76-
<PAGE>

request  shall be  mailed by  United  States  registered  or  certified  mail as
aforesaid in any Post Office or branch post office  regularly  maintained by the
United States government in the continental United States. Notices, demands, and
other requests which shall be served by express mail or courier service upon the
LESSOR and LESSEE in the manner aforesaid,  shall be deemed  sufficiently served
or given for all purposes  hereunder  one (1) day after such  notice,  demand or
request  shall be  furnished  to the Post Office for  express  mailing or to the
courier service for delivery.

                                   ARTICLE 20

                         Condition of Title to Property

                                 Quite Enjoyment

     Section  20.1  LESSOR  represents  to LESSEE  that  LESSOR owns the Demised
Premises in fee simple and that there  presently  exists no lease to the Demised
Premises paramount and superior to the leasehold estate created hereby.

     Section 20.2 LESSOR covenants and agrees that LESSEE,  upon paying the rent
and other charges  herein  provided for and observing and keeping all covenants,
agreements  and  conditions  of this Lease on its part to be observed  and kept,
shall quietly have and enjoy the Demised  Premises during the term of this Lease
without  hindrance  or  molestation  by anyone  claiming  by or through  LESSOR,
subject, however, to the exceptions, reservations and conditions of this Lease.

     Section 20.3 In case LESSOR shall transfer  title to the Demised  Premises,
all  liabilities and obligations on the part of LESSOR under this Lease accruing
after such  conveyance  shall  terminate upon such  conveyance and thereupon all
such  liabilities and obligations  shall be binding upon the grantee;  provided,
however, that any funds held by LESSOR hereunder in which LESSEE has an interest
hereunder shall be turned over to such grantee.

                                   ARTICLE 21

                                  Miscellaneous

     Section 21.1 Without  hereby  limiting the effect or  applicability  of any
specific  provision of this Lease of like or similar import,  whenever under any
provision  of this Lease  expressly  providing  or  requiring  that a consent or
approval  shall  not  be  unreasonably  withheld,   orthatan  act,  forbearance,
quantity,  amount, sum of money,  value, time limit or any other matter or thing
shall be reasonable  (or shall not be  unreasonable)  a dispute or  disagreement
shall arise between  LESSOR and LESSEE as to whether or not the  withholding  of
the consent or approval in question is  unreasonable or as to whether or not the
act,  forbearance,  quantity,  amount,  sum  of  money,  value,  time  limit  is
reasonable, any such dispute or other such dispute or


                                      -77-
<PAGE>

disagreement  shall be settled by arbitration and the prevailing  party shall be
entitled to recover reasonable attorneys' fees and costs.

     Section  21.2 The captions of this Lease are for  convenience  of reference
only and in no way define, limit or describe the scope or intent of this Lease.

     Section 21 .3 This Lease shall be construed and enforced in accordance with
the laws of the State of Florida.

     Section 21.4 The covenants and agreements  herein  contained shall bind and
inure to the  benefit  of  LESSOR,  its heirs and  assigns,  and  LESSEE and its
successors, except as otherwise provided herein.

     Section 21.5 LESSEE accepts the buildings,  improvements, and personalty on
the Demised Premises in their present  condition and without any  representation
or warranty by LESSOR as to the condition  thereof or as to the use or occupancy
which may be made  thereof,  and the  LESSOR  shall not be  responsible  for any
latent defect or change of condition in the building and  improvements  situated
upon the Demised Premises.

     Section   21.6   Neither   LESSOR  nor   LESSOR'S   agents  have  made  any
representations  or promises with respect to the Demised  Premises  except as is
herein  expressly set forth. The taking of possession of the Demised Premises by
LESSEE shall be conclusive  evidence as against LESSEE, that LESSEE accepts same
in an "as is" condition and that the Demised  Premises and the building  thereon
were in good and  satisfactory  condition  at the time  such  possession  was so
taken.

     Section 21.7 This Lease may be modified,  amended or surrendered only by an
instrument in writing duly executed by the LESSOR and the LESSEE.

     Section 21.8 The Lessee agrees:

     a) to give to Lesser prompt written notice of any accident,  fire or damage
occurring on or about the Demised Premises;

     b) to keep all  garbage  and refuse in the kind  required  by  governmental
authorities  and stored in the manner and at the times and places in  accordance
with municipal and county regulations and ordinances;

     c) to keep the outside areas  immediately  adjoining  the Demised  Premises
clean and not to burn,  place or permit any rubbish,  obstruction or merchandise
in such areas;

     d) to keep the Demised  Premises  clean,  orderly,  sanitary  and free from
objectionable odors and from insects, vermin and other pests; and


                                      -78-
<PAGE>

     e) not to use or operate any machinery that in LESSOR'S. reasonable opinion
is harmful to the Demised Premises or the building thereon located or disturbing
to other occupiers of property adjacent to the Demised Premises.

                                   ARTICLE 22

                            Arbitration and Appraisal

     Section 22.1 In any case in which it is provided by the terms of this Lease
that any matter shall be determined by arbitration,  such arbitration proceeding
shall be conducted in Dade County,  Florida,  in accordance  with the rules then
obtaining of the American Arbitration  Association,  and judgment upon the award
rendered may be entered in any court having jurisdiction thereof.

                                   ARTICLE 23

                                 Notice of Lease

     Section 23.1 LESSOR and LESSEE shall execute and deliver,  upon the request
of  either  party  hereto,  a  memorandum  of this  Lease in such form as may be
suitable for recording,  and either party may proceed to record such  memorandum
of Lease.  Further,  upon the  expiration  of this Lease  term or any  exercised
renewal  terms or upon any earlier  termination,  the parties  shall execute and
deliver,  upon the request of LESSOR,  a memorandum of termination of this Lease
in such form as may be suitable for  recording  and LESSOR may proceed to record
such memorandum of termination.

                                   ARTICLE 24
                                 Use of Pronouns

     Section  24.1 All pronouns and any  variations  thereof  shall be deemed to
refer to the neuter, masculine, feminine, singular, or plural as the identity of
the parties hereto require.

                                   ARTICLE 25
                        Real Estate Broker and Commission

     Section 25.1 The parties  acknowledge  that no real estate  broker or agent
was involved in or is entitled to a real estate  commission in  connection  with
this  lease  transaction.  Each  party  hereto  holds  the  other  harmless  and
indemnifies the other from and against any claims,  damages or liability arising
out of claims for any  commissions  based upon alleged acts of the  indemnifying
party.

                                   ARTICLE 26
                              Condition Precedent

     Section 26.1 As of the date of this Lease, the Demised Premises is owned by
Lessee.  This Lease and all obligations  hereunder are expressly subject to: (a)
the agreement by any


                                      -79-
<PAGE>

person which holds a mortgage on the Demised  Premises to keep the existing loan
repayment  schedule in place in  connection  with the  proposed  transfer of the
Demised  Premises  by Lessee to  Lessor  and its lease by Lessor  back to Lessee
pursuant  to this Lease and the other  terms and  conditions  presented  to such
lender,  and (b) the actual  transfer of the Demised  Premises to Lessor on such
terms and conditions. In the event that such conditions are not satisfied by the
Rental Commencement Date, this Lease shall be void ab initio and of no force and
effect.

     IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands and
seals the day and year first above written.

                                            WITNESSES:
                                            URT INDUSTRIES, INC., as Lessor

                                            By: /s/ Allan Wolk
                                                ------------------------------
                                                Allan Wolk, Chairman


                                            PEACHES ENTERTAINMENT CORP.,
                                            as Lessee
                                            By: /s/ Brian Wolk
                                                ------------------------------
                                            Brian Wolk, Executive Vice-President


                                      -80-
<PAGE>

                                   EXHIBIT "A"


Commencing at a point on the South right of way line of Airport Boulevard, where
it is intersected by the west right of way line of Wragg Swamp Drainage  Caiial,
run thence South 89 degrees 38 minutes West along the South right of way line of
Airport Boulevard a distance of 2553.64 feet to the Northwest corner of Downtown
West,  Unit One as  recorded  in Map Book 17 page 118,  Probate  Court  Records,
Mobile County, Alabama; thence continuing South 89 degrees 38 minutes West along
said South right of way line of Airport  Boulevard  run 200 feet to the point of
beginning of the property herein  described;  thence continuing South 89 degrees
38 minutes West along said South right of way line of Airport  Boulevard run 120
feet to a point;  thence  run South 00  degrees  22  minutes  East 310 feet to a
point;  thence run North 89 degrees 38 minutes East 120 feet to a point;  thence
North 00 degrees 22 minutes West 310 feet to the point of beginning.


                                      -81-