EXHIBIT 10.14


                                INDUSTRIAL LEASE

         THIS  LEASE  AGREEMENT  is made  and is  entered  into  by and  between
Atlantic  Business  Center  L.C.,  a  Florida  limited  liability  company  (the
"LANDLORD")  and Point  Blank Body  Armor,  Inc.,  a Delaware  corporation  (the
"TENANT" or "YOU" or "YOU").

                                      TERMS

         In  consideration  of the covenants and  agreements  herein  contained,
Landlord  does hereby lease to you, and you do take and lease from  Landlord the
Premises (as hereinafter defined) for the term indicated at the rentals and upon
and subject to the terms and conditions stated herein.

                                    ARTICLE I
                                   DEFINITIONS

         The terms defined in this Article shall, for all purposes of this Lease
and all  future  agreements  which may  become  supplemental  thereto,  have the
meanings herein specified.

         "Adjustment   Date"   means  the   first   day  of  the   Lease   Year.
Notwithstanding,  with respect to the First Extended  Term, the term  Adjustment
Date means the first day of a Lease Year of the First  Extended Term  excluding,
however, the first day of the First Extended Term.

         "Affiliate"  means  an  affiliate  of  yours  as  defined  in Rule  405
promulgated  under the Securities Act of 1933, as amended.  The term "Affiliate"
shall also  include  any entity  which  succeeds  to your  business by reason of
merger,  consolidation  or purchase of all or  substantially  all of your assets
provided that such entity has a net worth  (determined in accordance  with GAAP)
equal to or exceeding your net worth.

         "Association assessments" means assessments by the ABC Property Owner's
Association,  Inc. or any other  owners  association  that the land on which the
Building is situated may at a future date be required to be subject to.

         "Building" means the warehouse building within the Development depicted
as  Building  6B on the site plan  attached to this Lease as EXHIBIT A. The post
office address assigned to the shell building by the City is 2100 S.W. 2 Street,
Pompano  Beach,  Florida.  The Building is comprised  of  approximately  104,162
r.s.f.  The shell  Building  was  constructed  pursuant  to City  permit  no. 02
00001542 and the City issued its  certificate of completion  with respect to the
shell Building on June 20, 2003.

         "Buildout  Cost (Testing  Lab)" means  Landlord's out of pocket cost to
permit and  construct  the testing  lab part of the Phase 3 Area  portion of the
Interior  Modifications.  (pertains  to Line Items 78, 105,  106, and 109 of the
Scope of Work part of  EXHIBIT  C). The  Buildout  Cost  (Testing  Lab) will not
include  architecture  costs  or  construction   management  fees.  The  general
contractor's overhead and profit for the construction of the testing lab will be
computed at 8%.

         "City" means the City of Pompano Beach.

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         "Commencement  Date" means, as to a particular Phase, the date that the
Interior  Modifications  for  such  Phase  have  been  Substantially  Completed,
provided,  however, the Commencement Date for such Phase shall be accelerated by
the number of days of Tenant Delay and further  provided  that the  Commencement
Date for the Phase 3 Area will be no later  than July 1, 2004,  irrespective  of
whether the Phase 3 Area has been Substantially  Completed as of such date. (See
Article III for additional provisions regarding a Tenant Delay).

         "Common  Areas"  means all access  openings  and  roadways  outside the
Premises and within the exterior  boundary  line of the Realty,  and the parking
areas and landscaped areas within the Common Areas.

         "Construction  Budget  (Testing Lab)" means, as it pertains to Phase 3,
the budget detailing the projected Buildout Cost (Testing Lab). The Construction
Budget (Testing Lab) shall contain  reasonable line item detail and will reflect
the bids for all  competitively bid subcontracts  where competitive  bidding has
been required or has been agreed to.

         "Construction  Drawings"  means, as to all areas other than the Phase 3
Area (as hereinafter defined), the Space Plan and Landlord's Scope of Work, each
of which is attached to this Lease as EXHIBIT C. Construction Drawings means, as
to the  portion of the  Interior  Modifications  pertaining  to the  testing lab
portion of Phase 3, mutually agreed upon plans and specifications.

         "Controllable  Operating  Costs" means all  Operating  Costs other than
Taxes, insurance premiums, Association assessments, security, if any, contracted
for by Landlord, utilities and trash removal.

         "Declaration"  means the Declaration of Covenants and  Restrictions for
Atlantic  Business Center recorded in Official Records Book 30915,  Page 865, of
the Public Records of Broward County, Florida.

         "Development"  means the  Building  together  with all  other  land and
improvements within Atlantic Business Center.

         "Effective  Date"  means the date of this  Lease  which  date  shall be
deemed to refer to the last date in point of time on which  all  parties  hereto
have executed this Lease.

         "Environmental Law" means any federal,  state, or local law, ordinance,
regulation,  development order, regulatory guidance or pronouncement relating to
pollution or protection of the  environment or public  wellfields  including the
use, analysis, generation, manufacture, handling, storage, presence, disposal or
transportation of any Hazardous Substance. The term "Environmental Law" includes
any applicable best management  practices for products being sold or used by you
at the Premises.

         "Event of Default" means (i) your failure to pay an installment of Rent
when due, or any other payment or reimbursement to Landlord required herein when
due if such failure continues for a period of five (5) days after written notice
of non payment; (ii) if you fail to comply with any non-monetary term, provision

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or covenant of this Lease if such failure  continues  more than twenty (20) days
after receipt of written notice to you, provided,  however, if the nature of the
failure  is such that it cannot be  reasonably  cured  within  such  twenty  day
period,  then the twenty day period  will be  extended  for up to an  additional
sixty (60) days provided that you are continuously and diligently  attempting to
cure such  breach;  (iii) if,  within the first Lease Year,  you fail to operate
your business at the Premises for the Permitted  Use; or (iv) any other Event of
Default specifically identified in this Lease.

         "Exit  Condition"  means the  Premises  in good  condition  and repair,
ordinary wear and tear excepted and damage by casualty  occurrence for any peril
covered by insurance to be provided by Landlord under Section 12.01 excepted and
damage by  condemnation  excepted.  EXHIBIT D attached  hereto contains move out
standards that are  considered  part of Exit  Condition.  Ordinary wear and tear
excepted shall not include damage caused by forklift use or damage caused by any
other machinery.

         "Expiration  Date"  means the last day of the one  hundred  and  twenty
fifth  (125th)  full  calendar  month  immediately  following  the  Phase 1 Area
Commencement Date.

         "Force Majeure Event" means,  for purposes of entitlement to extensions
as detailed in the  definitions  of Phase 1 Required  Delivery  Date and Phase 2
Required Delivery Date, solely (i) war or acts of war including terrorism,  (ii)
hurricane or other acts of nature;  or (iii) material  shortages.  For all other
purposes  throughout  this Lease,  the term Force Majeure Event means (i) war or
acts of war including  terrorism,  (ii) hurricane or other acts of nature; (iii)
strikes,  lockouts  or material  or labor  shortages;  or (iv) any delays due to
other causes which are usually and  customarily  included in the  definition  of
force  majeure.  In the case of the  re-building  of the  Building  following  a
casualty event,  Force Majeure Event shall include rain days reasonably  claimed
by the general contractor hired to re-construct the Building.

         "GAAP" means  generally  accepted  accounting  principles  consistently
applied.

         "Hazardous  Substances"  means  pollutants,   contaminants,   toxic  or
hazardous wastes, medical waste, radioactive waste or any other substances,  the
removal of which is required or the use of which is  restricted,  prohibited  or
penalized by any Environmental Law.

         "Holdover  Rent"  means  the sum of (i) 200% of the  monthly  base rent
amount in effect as of the last Lease Year of the term of this Lease (or earlier
termination  date) (125% for the first ninety days of  holdover)  plus (ii) your
proportionate  share of Operating  Costs plus (iii) all sales tax required to be
collected thereon.

         "Interior  Modifications" means the construction work that Landlord has
agreed to do as set forth in the Construction Drawings.

         "Landlord's Broker" means Premier Commercial Realty, Inc.

         "Lease"  means this lease  agreement  including  all exhibits  attached
hereto.

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         "Lease  Year"  means,  as to the first Lease  Year,  the 365 day period
beginning on the Rent  Commencement Date for the Phase 2 Area (366 day period if
February  29 falls  within  such Lease  Year),  provided,  however,  if the Rent
Commencement  Date for the Phase 2 Area is a day  other  than the first day of a
calendar  month,  then the first Lease Year shall  instead be measured  from the
first day of the calendar month immediately  following the calendar month within
which the Rent  Commencement Date for the Phase 2 Area falls.  Thereafter,  each
succeeding Lease Year shall be the 365 day period (366 day period if February 29
falls within such period) immediately following the end of the prior Lease Year.
By way of example,  if the Rent  Commencement Date for the Phase 2 Area is April
3,  2004,  then  each  Lease  Year  would  run  from  May 1  through  April  30.
Notwithstanding  the  preceding,  as to the First Extended Term, the first Lease
Year of the First  Extended  Term shall be the twelve month period  beginning on
the first day of the First Extended Term and thereafter,  each succeeding  Lease
Year shall be for successive twelve month periods.

         "Letter of Credit" means an  irrevocable,  unconditional  and confirmed
letter  of  credit.  The  Letter  of  Credit  must  (i)  be in  form  reasonably
satisfactory  to Landlord;  (ii) clearly state that it is a clean sight draft in
the required  amount in favor of Landlord,  irrevocable  and expiring no earlier
than thirty days  immediately  following the Lease  Expiration  Date, or, if the
issuer is  unable to or is  unwilling  to issue a  multi-year  form of Letter of
Credit,  then in a form which will automatically  renew from year to year unless
the issuer  provides  Landlord with at least sixty days advance  written  notice
that the issuer will not be renewing the Letter of Credit;  (iii) be issued by a
bank  reasonably  approved by Landlord;  (iv) be payable upon  presentation to a
bank in Broward County, Florida; (v) be unconditionally available to Landlord by
Landlord's  drafts,  at  sight,  with  partial  draws  permitted;  and  (vi)  be
transferrable. The Letter of Credit must specify that the issuer's obligation to
honor  Landlord's  draft shall not be affected by any claim or setoff  which the
issuer then has or may thereafter acquire against either you or the Landlord.

         "Market Rent" means base rent  determined with reference to the average
of normal values being achieved by landlords in lease renewals entered into with
private  sector tenants for  comparable  space (i.e.,  the Premises in its as is
condition at the time of renewal) in comparable  buildings in equally  desirable
locations  within the same  market  assuming  operating  expense and real estate
passthroughs and fixed increases or consumer price index increases corresponding
to those contained in this Lease.  Consideration should be given to the value of
any  concession  as may then be  customary  in the  market  for lease  renewals,
including, without limitation, rental abatements, cash allowances and/or credits
for renewal tenant  improvements over the entire renewal term. The determination
of Market Rent shall be made by Landlord,  acting  reasonably.  Notwithstanding,
you shall  have the right to  disagree  with  Landlord's  determination,  and to
submit your own  determination  of Market Rent.  If Landlord does not agree with
your  determination,  then you and Landlord shall mutually select an independent
appraiser   qualified  to  appraise  commercial  property  and  who  shall  have
experience in the appraisal of similar  properties  within the referenced  area.
The sole  function of the  independent  appraiser  shall be to  determine  which
between  Landlord's and your  determinations  of Market Rent is most correct and
the decision of the  independent  appraiser  shall be final and binding upon the
parties. The cost of the independent  appraiser shall be paid for equally by the
parties.  Notwithstanding  anything  herein to the  contrary,  Market Rent shall
never be less than 103% of the base rent  being  paid  immediately  prior to the
period for which the Market Rent is being  determined  nor more than 110% of the

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base rent being paid  immediately  prior to the period for which the Market Rent
is being determined.

         "Operating Costs" means all reasonable and customary costs and expenses
paid or incurred by Landlord in operating,  maintaining,  repairing and managing
the Realty, including,  without limitation,  all Taxes, Association assessments,
the costs of  maintaining  and  repairing  parking  lots  including  parking lot
re-striping,  parking structures,  easements,  landscaping,  property management
fees, utility costs to the extent not separately  metered,  insurance  premiums,
depreciation  of the costs of  replacements  or improvements to the Building but
not including any Structural  Repairs which are required to be capitalized under
GAAP. The term "Operating  Costs" does not include:  (i) costs of alterations of
tenants' premises and/or allowances for same; (ii) costs of curing  construction
defects;  (iii)  interest and principal  payments on  mortgages,  and other debt
cost; (iv) real estate brokers'  leasing  commissions or  compensation;  (v) any
cost or  expenditure  for which  Landlord is  reimbursed,  whether by  insurance
proceeds or  otherwise;  or (vi) the cost of any service  furnished to any other
occupant of the  Building  which  Landlord  does not  provide to you  hereunder.
Notwithstanding  anything  contained  herein to the  contrary,  depreciation  in
accordance  with GAAP of any capital  improvements  which are intended to reduce
Operating  Costs, or are required under any  governmental  laws,  regulations or
ordinances  which were not applicable to the Building as of the Effective  Date,
or are  recommended  by the  N.F.P.A.  Life  Safety  Code,  shall be included in
Operating  Costs.  If Landlord  selects the accrual method of accounting  rather
than the cash accounting  method for Operating  Costs purposes,  Operating Costs
shall be deemed to have been paid when such expenses  have  accrued.  Certain of
the costs of management,  operation and  maintenance of the Realty may be common
to all of the land and buildings  within the  Development  owned by Landlord and
you consent to  Landlord's  allocation  of such  common  costs among the various
buildings owned by Landlord within the Development and the amount of such common
costs  allocated by Landlord to the Realty  shall be deemed an  Operating  Cost,
provided that the  allocation  method used by Landlord is  reasonable.  Landlord
may, in a reasonable manner, allocate insurance premiums for so-called "blanket"
insurance  policies  which insure other  properties  as well as the Building and
said allocated amount shall be deemed to be an Operating Cost.

         "Permit  Drawings"  means  detailed  plans and  specifications  for the
Interior  Modifications  prepared by Landlord's  architect  consistent  with the
Construction Drawings.

         "Permitted  Use"  means  the use of the  Premises  as a  warehouse  and
wholesale  distribution  and  manufacturing  (to  the  extent  permitted  by the
applicable  zoning  classification  for the Realty)  facility in connection with
your  business  of  manufacturing  and selling  body  armour  systems and sports
protective  equipment . Subject to the approvals of all applicable  governmental
entities and provided that is allowed under the applicable zoning classification
of the Realty,  the Permitted Use will include the manufacture and  distribution
of bullet and projectile resistant garments,  bullet resistant and fragmentation
vests, bomb projectile blankets, related ballistic accessories and technologies,
as well as  counterterrorism  equipment,  for  governmental  and law enforcement
agencies.  At  least  80% of the  Premises  must be for  warehouse  use with the
remaining  portion of the Premises being permitted for office or other ancillary
use in connection with your business.  For purposes of the immediately preceding
sentence, warehouse use includes manufacturing use to the extent permitted under
the applicable zoning classification for the Realty. Your Permitted Use may also

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include any use permitted  under the applicable  zoning  classification  for the
Realty  provided,  however,  that for any use other than body armour systems and
sports protective equipment, Landlord's prior written consent shall be required,
which consent shall not be unreasonably  withheld,  delayed or conditioned,  and
the standard for  Landlord  being  permitted to withhold its consent is only (i)
whether such other uses would  materially  increase the levels of odors,  smoke,
dust, gas, noise or vibrations emanating from the Premises beyond those (if any)
resulting  from the  manufacture  of body armour  systems and sports  protective
equipment;  or (ii) whether such uses would result in an increase in  Landlord's
insurance  premiums on any other building within the Development or result in an
inability of Landlord to obtain existing  insurance;  or (iii) whether such uses
would materially adversely impair the reputation of the Development.
         "Phase" means, Phase 1, Phase 2 or Phase 3, as the case may be.

         "Phase Area" means,  the Phase 1 Area,  the Phase 2 Area or the Phase 3
Area, as the case may be.

         "Phase  1" means  the  Substantial  Completion  of the  portion  of the
Interior Modifications attributable to the Phase 1 Area.

         "Phase  2" means  the  Substantial  Completion  of the  portion  of the
Interior Modifications attributable to the Phase 2 Area.

         "Phase  3" means  the  Substantial  Completion  of the  portion  of the
Interior Modifications attributable to the Phase 3 Area.

         "Phase 1 Area" means the portion of the Building  identified in EXHIBIT
B attached to this Lease as Phase 1.

         "Phase 2 Area" means the portion of the Building  identified in EXHIBIT
B attached to this Lease as Phase 2.

         "Phase 3 Area" means the portion of the Building  identified in EXHIBIT
B attached to this Lease as Phase 3.

         "Premises" means the entire Building.
         "Prohibited  Use"  means  any  use of the  Premises  not  allowed  as a
permitted use for the Realty's then zoning classification (currently I-1 general
industrial  with a  Planned  Industrial  Overlay).  The use of the  Premises  to
manufacture explosives or ammunition is a Prohibited Use.
Pursuant to Section  155.205(A)  of the City  zoning  code,  heavy or  hazardous
manufacturing processes are Prohibited Uses.

         "Proportionate  Share" means a fraction  the  numerator of which is the
rentable  area  contained in the Premises  and the  denominator  of which is the
rentable  area  contained in the  Building.  Your  Proportionate  Share is 100%,
provided,  however, during the period from the Commencement Date for the Phase 1
Area until the day immediately  preceding the Commencement  Date for the Phase 2

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Area, your Proportionate Share shall instead be 66.2871296% (69,046/104,162) and
during the period from the Commencement  Date for the Phase 2 Area until the day
immediately  preceding  the  Commencement  Date  for  the  Phase  3  Area,  your
Proportionate Share shall be 94.3357462% ((69,046 + 29,216) / 104,162).

         "Public   Accommodation   Law"  means  any  and  all  applicable  laws,
regulations   and  building  codes  governing   non-discrimination   and  public
accommodations and commercial  facilities  including,  without  limitation,  the
requirements  of the  Americans  with  Disabilities  Act,  42 USC 12-101 and all
regulations and promulgations thereunder.

         "Punch List Items" means,  with respect to the Interior  Modifications,
details of construction and mechanical  adjustment which, in the aggregate,  are
minor  in  character  and do  not  materially  interfere  with  your  use of the
Premises.

         "Realty" means the land legally  described as A portion of Tract "B" of
ATLANTIC  BUSINESS  CENTER,  according to the plat thereof,  as recorded in Plat
Book 169, Page 126, of the Public Records of Broward County, Florida, being more
particularly  described as follows:  Commencing at the Southwest corner of Tract
"A",  according to the said plat of ATLANTIC  BUSINESS  CENTER,  thence South 27
25'13"  East,  along the west limits of said plat of ATLANTIC  BUSINESS  CENTER,
thence South 27 25'13" East, along the west limits of said plat,  189.36 feet to
a point of curvature of a curve,  concave to the west, having a radius of 595.00
feet and a central  angle of 23 17'23";  thence along said west plat limits,  an
arc  distance of 241.86 feet;  thence  South 88 49'22" East,  701.51 feet to the
Point of Beginning;  thence North 01 10'38" East,  366.00 feet;  thence South 88
49'22"  East,  603.01  feet to a point of  curvature  of a curve  concave to the
southwest,  having a radius of 28.00 feet and a central  angle of 90 00'00",  an
arc distance of 43.98 feet;  thence South 01 10'38"  West,  338.00 feet;  thence
North 88 49'22" West,  631.01 feet to the Point of  Beginning.  Said lands lying
and situate in Broward County,  Florida  containing  230,781 s.f. (5.2980 acres)
more or less. The foregoing  legal  description is subject to surveyor  changes.
The Realty is comprised of the land on which the  Building is  constructed,  all
improvements situated thereon including the Building,  and the Common Areas, but
does not include the remainder of the Development.

         "Renewal  Notice" means  written  notice that you intend to exercise an
option to extend  granted  to you under  this  Lease.  A Renewal  Notice,  to be
effective,  must be received by Landlord no later than nine months  prior to the
Expiration Date, time being of the essence.

         "Rent" means the sum of the monthly base rent plus the additional  rent
as provided in Section 5.02 of this Lease including all sales tax required to be
paid thereon. Notwithstanding anything in the Lease to the contrary, all amounts
payable  by you to or on behalf of  Landlord  under this  Lease,  whether or not
expressly denominated as Rent, shall constitute additional rent..

         "Rent  Commencement  Date"  means,  as to a particular  Phase,  the two
hundred and seventy fourth (274th) day  immediately  following the  Commencement
Date for such Phase.

         "Required  Phase 1 Delivery  Date"  means March 10, 2004 as extended by
each day of Tenant  Delay and as extended by each day of delay caused by a Force
Majeure Event.  For each five day period of extension there shall be added those

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number of weekend  days as is fair and  equitable  to put  Landlord  in the same
position as if the Force Majeure Event or Tenant Delay had not occurred.

         "Required  Phase 2 Delivery  Date"  means April 11, 2004 as extended by
each day of Tenant  Delay and as extended by each day of delay caused by a Force
Majeure Event.  For each five day period of extension there shall be added those
number of weekend  days as is fair and  equitable  to put  Landlord  in the same
position as if the Force Majeure Event or Tenant Delay had not occurred.

         "Restoration Period " means a two hundred (200) day period beginning on
the  date  that the  Building  has  been  damaged  or  destroyed  by a  casualty
occurrence.

         "Security Deposit" means the sum of $130,654 which sum shall be held by
Landlord,  without obligation for interest, as security for the full, timely and
faithful  performance of your  covenants and  obligations  under this Lease,  it
being  expressly  agreed  that the  Security  Deposit is not an  advance  rental
deposit or a measure of Landlord's damages.

         "Specifications"  means  electrical  lighting  placement  data,  finish
selections or any other  information or data requested by Landlord or Landlord's
architect  needed  in order for  Landlord's  architect  to  prepare  any  Permit
Drawings or needed for Landlord to complete the Interior Modifications.

         "Structural  Repairs" means repairs and  replacements to the Building's
foundations,  load-bearing walls,  columns and joists and replacement of roofing
and roof deck.

         "Substantial  Completion" or "Substantially Complete" or "Substantially
Completed"  means,  as to a particular  Phase,  the  completion  of the Interior
Modifications,  Punch  List  Items  excepted,  as  to  such  Phase.  Substantial
Completion  of a Phase shall be deemed to have occurred upon the issuance by the
City of a certificate  of occupancy or its  equivalent  (temporary or permanent)
permitting you to occupy the particular Phase Area for your Permitted Use.

         "Superior   Mortgagee"  means  a  bank,   insurance  company  or  other
institutional  lender  now or  hereafter  holding  a  mortgage  encumbering  the
Building. The current Superior Mortgagee is BankUnited, FSB.

         "Taxes" means all ad valorem taxes and non ad valorem  assessments,  or
governmental  charges levied,  assessed or imposed on the Realty. If at any time
during the term of this Lease the present method of taxation shall be changed so
that in lieu of the whole or any part of any such Taxes,  there shall be levied,
assessed  or imposed on  Landlord a capital  levy or other tax  directly  on the
rents  received  therefrom  and/or a franchise tax,  assessment,  levy or charge
measured  by or based,  in whole or in part,  upon such rents for the  Building,
then all such  taxes,  assessments,  levies or charges,  or the part  thereof so
measured or based,  shall be deemed to be included  within the term  "Taxes" for
the purposes  hereof.  The Realty is separately  assessed as a single tax parcel
(Property  Identification  Number  19203-27-00800).  If  Landlord  contests  any
assessment  of Taxes,  then the term Taxes shall include the  professional  fees
incurred by Landlord to contest such Taxes. If Landlord  receives any refunds or

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rebates of previously  paid Taxes  included in Operating  Costs paid for by you,
then you shall be  entitled to receive a refund of your  Proportionate  Share of
such  refund  or  rebate.  (See  last  paragraph  of  Section  5.02 for  certain
provisions regarding Taxes).

         "Tenant's Broker" means Colliers International.

         "Tenant Delay" means,  with respect to the construction of the Interior
Modifications,  any one or more of (i) your failure to deliver Specifications to
Landlord  within the time specified in Article III; (ii) Your failure to approve
or disapprove  Permit  Drawings  within the time specified in Article III; (iii)
any delays in the  issuance of the  certificate  of occupancy as to a particular
Phase caused by you or your contractors,  agents or employees; (iv) your failure
to pay the Tenant Share when due  irrespective of whether such failure causes an
actual delay;  (v) the number of days of delay resulting from requested  changes
to approved  Permit  Drawings;  and/or  (vi) any other  Tenant  Delay  expressly
provided for in this Lease.

         "Tenant  Share" means the portion of the Buildout Cost (Testing Lab) in
excess of $72,738 (Line items 78, 105, 106, and 109 of the Scope of Work part of
EXHIBIT C plus the 8% overhead  and profit  charge of the  general  contractor).
Fifty percent (50%) of the Tenant Share (initial or any increase)  shall be paid
by you within ten days of  determination  of amount with the balance paid within
thirty days after  submission of a final  invoice after  completion of the work.
Past due payments  will have interest  added to the unpaid  balance at a rate of
one percent (1.0%) per month until  payment,  including any added interest until
payment is received in full.

         "Term",  "term" or "rental  term" means the primary term of this Lease.
If the term of this Lease has been extended pursuant to an option granted to you
under this Lease to extend the term or pursuant to any  amendment  to this Lease
extending  the term,  then such  extended  term shall be included as part of the
term.

         "Transfer   Premium"   means  all  rent,   additional   rent  or  other
consideration  payable by an assignee or subtenant in excess of the Rent payable
by you under this Lease (on a per  rentable  square  foot basis in the case of a
subletting  where the  subletting  is for less than the entire  Premises)  after
deducting  the  reasonable  expenses  incurred  by  you  for  (i)  any  changes,
alterations  and  improvements to the Premises in connection with the assignment
or  subletting,  including any  reasonable  fees or costs  incurred with respect
thereto;  (ii)  any  brokerage  commissions  and  reasonable  attorney  fees  in
connection  with the  assignment  or  subletting;  or  (iii)  any  marketing  or
promotional fees in connection with the assignment or subletting.

                                   ARTICLE II
                            PREMISES AND COMMON AREAS

         2.01 PREMISES.  In  consideration of your obligation to pay Rent and of
the other terms,  provisions and covenants hereof,  Landlord leases the Premises
to you and you lease the Premises from Landlord,  including, without limitation,
the exclusive use of all of the parking spaces in the Common Areas.

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<PAGE>

         2.02  COMMON  AREAS.  During  the  term of  this  Lease,  you and  your
employees,  customers, licensees and invitees shall have the non-exclusive right
to use,  in common with others  entitled to such use,  the Common  Areas as they
exist from time to time, subject to any rights,  powers, and privileges reserved
by  Landlord  under  the  terms  hereof  or under  the  terms of any  rules  and
regulations or covenants,  conditions and restrictions  governing the use of the
Development.  Landlord  reserves and may exercise the following  rights  without
affecting your obligations  hereunder:  (i) to make changes to the Common Areas,
including, without limitation,  changes in the locations, size, shape and number
of  driveways,  entrances,  roadways,  ingress,  egress,  direction  of traffic,
landscaped  areas,  walkways and utility raceways  provided that such changes do
not materially  adversely affect your ingress or egress to or from the Premises;
(ii) to close  temporarily any of the Common Areas for  maintenance  purposes so
long as reasonable  access to the Premises  remains  available;  (iii)  omitted;
and/or (iv) to require you, upon reasonable  advance  notice,  to keep clear any
truck dock areas for the purpose of enabling  Landlord to have access to manhole
covers and other utility  facilities  to clean or maintain roof drains,  utility
lines and  utility  facilities.  Landlord  will not amend the  Declaration  in a
manner that would materially  adversely affect your ingress or egress to or from
the Premises.

          2.03 LANDLORD'S  RESERVATION OF ACCESS, INGRESS AND EGRESS. During the
term of this Lease,  Landlord  reserves  the right,  for its benefit and for the
benefit of itself and Landlord's  tenants and others, to use any access openings
or roadways  falling within the Realty and to grant easements  falling wholly or
partly within the Realty for any purpose  provided that the granting of any such
easement  does not interfere  with your  Permitted Use of the Premises or reduce
the number of parking  spaces serving the Building.  The foregoing  reservations
shall not, however,  be construed to permit Landlord to grant a private easement
in favor of another tenant of the  Development to put such tenant's  property on
the Realty,  e.g.,  Landlord  may not grant  another  tenant of the  Development
easement rights to place a generator within the Common Areas.



                                   ARTICLE III
                   CONSTRUCTION OF THE INTERIOR MODIFICATIONS

         The Interior  Modifications shall be constructed in the three Phases as
follows:

         3.01 PERMIT  DRAWINGS  FOR PHASES 1 AND 2. (a) The Permit  Drawings for
Phases 1 and 2 will be finalized in accordance  with the time line  contained in
this Section  3.01,  and as to all time  periods  contained in this Section 3.01
required  to be met by you,  each day of delay  caused  by you shall be a Tenant
Delay, time being of the essence. The time line is as follows:

                  (b)  Landlord  previously  delivered  to  you  the  electrical
portion of the Permit  Drawings  comprised of the  electrical  layout,  lighting
reflective  plan and phone  stubs for the  Phase 1 and Phase 2  portions  of the
Permit Drawings,  which electrical  portion of the Permit Drawings will show all
electric  outlets  as 115  volt  standard  shared  outlets  . You  delivered  to
Landlord,  on Monday,  December 1, 2003 your specific  comments (or redlining or
ballooning) to the electrical  portion of the Permit Drawings  identifying those
outlets  that must be changed  from  standard  outlets  and/or cut sheets on all
equipment  and  identifying  where the  equipment  will be  located in order for

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<PAGE>

Landlord's engineer to determine what changes to the standard outlets need to be
made.

                  (c) If  additional  Specifications  are  required in order for
Landlord to complete  the Permit  Drawings,  within one (1) business day of your
receipt of  written  request  from  Landlord,  from time to time made,  you must
provide Landlord with the requested Specifications necessary for the preparation
of the Permit Drawings.

                  (d) Subject to Landlord's  receipt of any additional  required
Specifications,  Landlord's architect will finish the preparation of the Phase 1
and Phase 2 portions of the Permit Drawings and on the same day a representative
of Landlord will deliver the Phase 1 and Phase 2 portions of the Permit Drawings
to you and meet with you to review and obtain your approval of same. During that
meeting,  you must either approve or reject with  particularity  the Phase 1 and
Phase 2 portions of the Permit  Drawings.  If rejected,  Landlord will cause the
particular  portions  of the  Permit  Drawings  to be  revised  accordingly  and
re-submitted  to you with the same day turnaround  requirements  and the process
shall  continue in that manner until the final  Permit  Drawings for Phase 1 and
Phase 2 are mutually approved.

                  (e) If,  after any Permit  Drawing for a Phase is submitted to
the City for  issuance  of the  building  permit  for that  Phase,  the City has
required  changes to the Permit Drawings,  you will,  within one business day of
receipt of notification of the required change, provide Landlord with any needed
Specification  to accomplish  the change,  and upon  completion of the change by
Landlord's  architect,  Landlord will deliver the revised portions of the Permit
Drawings  to you and meet with you to review and obtain  your  approval of same.
During that meeting,  you must either approve or reject with  particularity  the
revised  portions of the Permit Drawings.  If rejected,  Landlord will cause the
particular  portions  of the  Permit  Drawings  to be  revised  accordingly  and
re-submitted  to you with the same day turnaround  requirements  and the process
shall  continue  in that  manner  until the  revisions  required by the City are
mutually approved.

         3.02 PERMIT  DRAWINGS FOR PHASE 3. Subject to the  prohibition  that an
application for a building permit for Phase 3 may not be submitted  without your
written consent, which written consent may be withheld in your sole and absolute
discretion,  until such time as  Substantial  Completion of the Phase 1 Area and
Phase 2 Area has occurred,  the Permit Drawings for Phase 3 will be finalized in
accordance  with the time line  contained in this Section 3.02. The time line is
as follows:  You will deliver to Landlord,  on or before the tenth  business day
immediately  following the Effective  Date, all  Specifications  for the Phase 3
Area including all OSHA  requirements for the soundproofing of the Phase 3 Area.
Landlord  will then  cause its  architect  to timely and  diligently  prepare to
completion  the  Permit  Drawings  for  the  Phase  3  portion  of the  Interior
Modifications  within thirty days  immediately  following the date that Landlord
receives the last of the  Specifications  needed in order to prepare the Phase 3
Area  Permit  Drawings.  Landlord's  representative  will  then meet with you to
review the Phase 3 Area portion of the Permit  Drawings.  During that meeting or
as promptly  thereafter as is reasonably  possible,  you must either  approve or
reject  with  particularity  the  Phase 3 portion  of the  Permit  Drawings.  If
rejected,  Landlord will cause the particular  portion of the Permit Drawings to
be revised accordingly and re-submitted to you within five (5) business days and
the process  shall  continue in that manner until the final Permit  Drawings for
Phase 3 are mutually approved. City required revisions to the Phase 3 portion of

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<PAGE>

the Permit Drawings will be approved in accordance with the procedures set forth
in Paragraph 3.01(e).

         3.03 SELECTION OF GENERAL  CONTRACTOR.  The approved general contractor
to construct the Interior  Modifications is Global  Construction  Associates LLC
("GLOBAL").  The  construction  contract to be entered into  between  Global and
Landlord  will require that the overhead and profit to be charged by Global will
be eight percent (8%) and that general  conditions  will be usual and customary.
Global  will not be required  to  competitively  bid any part of the work except
that the parties will meet in good faith to determine if competitive  bidding of
any  part of the  testing  lab  would  yield  a  significant  benefit.  Landlord
represents  that  to  its  knowledge,  Global  is  a  Florida  licensed  general
contractor,  adequately  insured,  and possesses the experience to construct and
complete the Interior Modifications in a diligent,  good and workmanlike manner,
and  in  accordance  with  the  approved  Permit  Drawings,   within  reasonable
construction tolerances.

         3.04  DETERMINATION OF BUILDOUT COST (TESTING LAB).  Immediately  after
you notify  Landlord in writing that the Phase 3 portion of the Permit  Drawings
are  finalized  and  approved by you,  Global will  competitively  bid any major
subcontracts  that the parties had mutually  agreed upon would be  competitively
bid, if any, and upon receipt of the bids from the major subcontractors, if any,
Global will prepare and review with you the  Construction  Budget  (Testing Lab)
and deliver to you  Landlord's  invoice for the Tenant  Share  payment,  if any.
Within three (3) business days after receipt of the Construction Budget (Testing
Lab),  you  shall  either  approve  the  Construction  Budget  (Testing  Lab) as
submitted  or  provide  Landlord  with  requested  modifications  to the Phase 3
portion of the Permit Drawings. If you timely request modifications to the Phase
3 portion of the Permit Drawings, Landlord shall timely and promptly approve the
requests  and cause the Permit  Drawings to be modified  (and  provide a revised
Construction Budget (Testing Lab)), or disapprove the requests (and give you its
reasons for disapproval),  and the process shall continue until the Construction
Budget (Testing Lab) (and any  modifications to the Phase 3 Permit Drawings) are
mutually  approved.  Following final  completion of the Interior  Modifications,
Landlord will provide you with a statement of the actual  Buildout Cost (Testing
Lab).

         3.05 APPLICATION FOR BUILDING PERMIT.  Upon  finalization of the Phase1
and 2 portion of the Permit  Drawings,  Landlord will make  application for, and
pursue  with all  reasonable  diligence  the  issuance  of the  building  permit
required  for the  construction  of the  Phase 1 and  Phase  2  portions  of the
Interior  Modifications.  Upon finalization of the Phase 3 portion of the Permit
Drawings,  but subject to the  requirement  that an  application  for a building
permit for Phase 3 may not be  submitted  without your  written  consent,  which
written consent may be withheld in your sole and absolute discretion, until such
time as  Substantial  Completion  of the  Phase  1 Area  and  Phase  2 Area  has
occurred,  Landlord will make  application  for, and pursue with all  reasonable
diligence the issuance of the building permit  required for the  construction of
the Phase 3 portion of the Interior Modifications.

         3.06 COMMENCEMENT OF CONSTRUCTION.  Upon receipt of the building permit
for a Phase,  Landlord will then pursue to completion  the  construction  of the
Interior  Modifications  for such Phase.  Landlord  will  construct the Interior
Modifications  substantially in accordance with the Construction Drawings within

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<PAGE>

reasonable  construction  tolerances and in accordance with all applicable laws,
codes and ordinances.

         3.07  NOTIFICATION  OF  SUBSTANTIAL  COMPLETION.  From  time  to  time,
Landlord  will  cause  Global  to  prepare  and  revise  and  deliver  to  you a
construction  schedule  and  updates  thereof  designed  to keep you  reasonably
informed of the projected  date that Global expects that the City will issue its
certificate  of occupancy  with respect to a Phase.  Landlord will notify you in
writing  as soon as the  certificate  of  occupancy  for  such  Phase  has  been
received.  The  taking  of  possession  of a Phase  Area by you  shall be deemed
conclusively   to  establish  that  the  Landlord  has  completed  the  Interior
Modifications with respect to such Phase Area and that the Phase Area is in good
and satisfactory condition, as of when possession was so taken, Punch List Items
excepted  and  latent  defects  excepted  (and the  foregoing  does  not  modify
Landlord's  maintenance and repair  obligations  set forth in the Lease).  Punch
List Items will be  mutually  compiled  at the walk  through of the Phase  Area.
Landlord shall,  within a reasonable time after the Punch List is prepared,  not
to  exceed  thirty  (30) days  unless  caused  by a delay in  receiving  ordered
materials, complete the Punch List Items.

         3.08 TENANT SET UP WORK.  As soon as is practical  after  finalization,
Landlord  will  provide  you  with a copy  of  Landlord's  initial  construction
schedule and thereafter,  any revisions or updates to the construction schedule.
You shall  coordinate with Landlord the scheduling of any Tenant Set Up Work (as
hereinafter  defined) and subject to the terms and  conditions  of this Section,
Landlord  will  grant  access to the  particular  Phase  Area to you and to your
representatives  and  contractors,  prior to the  Commencement  Date for a Phase
Area,  to enable you to perform  the  Tenant Set Up Work.  No such early  access
shall be deemed to be an acceptance of the Phase Area by you. Tenant Set Up Work
means (i) your installation of telephone and computer lines, provided,  however,
any such  installation  in an office portion of the Premises must be done before
Landlord   commences  the  installation  of  a  drop  ceiling;   and  (ii)  your
installation  of racking in the  warehouse  portion of the  Premises,  provided,
however,  that no such  racking may be  installed  by you until such time as you
have received from the City a racking permit. Early access to the Premises under
this  Section is  subject  to the  requirement  that you do not  interfere  with
Landlord's construction of the Interior Modifications and that such early access
does not delay the Substantial  Completion of the Interior  Modifications.  Your
contractors,  subcontractors and labor shall be reasonably  approved by Landlord
and  shall  be  subject  to  the   administrative   supervision   of  Landlord's
construction  manager.  All Tenant Set Up Work shall  conform to and comply with
any and all local and state building  codes,  ordinances  and the N.F.P.A.  Life
Safety Code.  Provided  that the City  consents in writing and provided  that it
does not interfere with Landlord's  construction  of the Interior  Modifications
and that such early  access  does not delay the  Substantial  Completion  of the
Interior  Modifications,  Tenant Set Up Work may include  your  installation  of
machinery and equipment.

         3.09 LANDLORD'S  INABILITY TO COMPLETE  INTERIOR  MODIFICATIONS  DUE TO
TENANT DELAY. If Landlord  actually  cannot  Substantially  Complete,  as to any
Phase, the Interior  Modifications as a result of a Tenant Delay,  Landlord may,
at  its  sole  and  absolute  discretion,  complete  so  much  of  the  Interior
Modifications as may be practical under the circumstances and, by written notice
to you, establish the Commencement Date as the date of such partial  completion,
subject to any  accelerations  due to any Tenant Delay, or if you have not cured
such  Tenant  Delay  within  thirty  days of  Landlord's  written  notice to you
advising of the Tenant Delay and  specifying  that  Landlord has  available  the


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<PAGE>

remedy of the right to terminate, then Landlord, in Landlord's sole and absolute
discretion, as Landlord's sole remedy, may elect to terminate the Lease in which
case you shall be liable for, as liquidated damages, all design,  permitting and
construction  costs  expended by Landlord  regarding the Interior  Modifications
through the date of termination  together with all leasing  commissions  paid or
payable by Landlord with respect to this Lease and together with Rent that would
have been paid for the first Lease Year. In order to claim  accelerations of the
Commencement Date due to a Tenant Delay,  Landlord must provide you with written
notice no later than ten business  days  following  the event giving rise to the
claimed Tenant Delay and specifying the number of days of acceleration caused by
the Tenant Delay, failing which Landlord is deemed to have waived the applicable
Tenant  Delay  for any  period  prior  to the  tenth  business  day  immediately
preceding the date of the giving of such notice.

         3.10 LANDLORD'S  INABILITY TO COMPLETE  INTERIOR  MODIFICATIONS  DUE TO
TENANT REPUDIATION. For purposes of this Section, "REPUDIATION" means any one of
the  following  actions:  (i) your  written  rejection  of the Lease;  (ii) your
written  instruction  that Landlord should cease  performing the construction of
the  Interior  Modifications;  (iii) if you make a  general  assignment  for the
benefit of creditors;  (iv) if you commence any case, proceeding or other action
seeking  to have an order  for  relief  entered  on your  behalf  as a debtor to
adjudicate you as being a bankrupt or insolvent,  or seeking  reorganization  or
relief of debtors or seeking  appointment of a receiver,  trustee,  custodian or
other  similar  official for you or for all or of any  substantial  part of your
property,  or you take any action to authorize or in contemplation of any of the
foregoing actions; (v) if, you fail to get dismissed,  within thirty days of its
filing,  any case,  proceeding  or other action  against you is filed seeking to
have an order for relief entered against you as a debtor or to adjudicate you as
bankrupt  or  insolvent,  or seeking  reorganization,  arrangement,  adjustment,
liquidation,  dissolution or composition of your debts under any law relating to
bankruptcy,  insolvency,   reorganization  or  relief  of  debtors,  or  seeking
appointment of a receiver,  trustee, custodian or other similar official for you
or for all or any  substantial  part of your property;  or (vi) if a receiver or
trustee shall be appointed  for all or  substantially  all of your assets.  If a
Repudiation  occurs  prior  to  the  Substantial   Completion  of  the  Interior
Modifications,  then Landlord,  in Landlord's sole and absolute  discretion,  as
Landlord's sole remedy, may elect to terminate the Lease in which case you shall
be liable for, as liquidated  damages and as Landlord's sole remedy, all design,
permitting and construction costs regarding the Interior  Modifications expended
by  Landlord  through  the  date  of  termination   together  with  all  leasing
commissions  paid or payable by Landlord with respect to this Lease and together
with Rent that would have been paid for the first Lease Year.

         3.11 CHANGE ORDERS AND UPGRADES.  As to any particular  Phase,  you may
request  Landlord to make changes in approved Permit Drawings or to the Interior
Modifications already installed prior to Substantial Completion.  Any changes so
requested  by you  ("TENANT'S  CHANGES")  will be  subject to  Landlord's  prior
written approval,  which will not be unreasonably withheld or delayed.  Landlord
will,  within seven (7) business  days  following  receipt of proposed  Tenant's
Changes,  deliver to you (i) a statement of  Landlord's  estimated out of pocket
cost for such  requested  Tenant's  Changes (per the contract with Global,  such
cost will be cost plus an overhead  and profit  charge of 8%)  ("CHANGE  COSTS")
(including any additional  architectural  and engineering  fees and costs),  and
(ii) an estimate of the period of time, if any, that such Tenant's  Changes will
delay Substantial Completion. In the case of Tenant's Changes requested prior to

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<PAGE>

the  awarding  of a  construction  contract by  Landlord  for the subject  work,
Landlord's  statement of Change Costs will be based on a good faith  estimate of
such costs by Landlord and, in the case of Tenant's Changes  requested after the
awarding of a  construction  contract  for the subject  work,  the  statement of
Change  Costs will be based on the  proposed  change  order to the  construction
contract to be issued and approved by Landlord for such Tenant's Changes. If you
fail to approve in writing  Landlord's  submission within ten (10) business days
following  receipt thereof (three  business days if Landlord's  statement to you
expressly puts you on notice that Landlord is at a point in  construction  where
Landlord needs to know immediately if you are approving the applicable  Tenant's
Change) or if you fail to pay  Landlord  for the cost of such  Tenant's  Changes
within such ten (10) business day period, the same will be deemed disapproved in
all respects by you, and Landlord will not be authorized to make the  applicable
Tenant's  Change.  If you approve in writing the statement of cost and the delay
in  Substantial  Completion  as  submitted  by  Landlord  and if you  timely pay
Landlord for the cost thereof as provided  herein,  Landlord will promptly cause
the Permit Drawings to be modified to provide for such change.

If the Buildout Cost (Testing Lab), inclusive of an 8% general contractor charge
for  overhead and profit,  is less than  $72,738,  then any savings  (difference
between  $72,738 minus the actual  Buildout Cost (Testing Lab)) will be credited
against any Change Costs required to be paid for by you as set forth above.
If Tenant's  Changes result in a reduction in the  requirements  of a particular
line item on the Scope of Work attached to this Lease as part of Exhibit C, then
you shall be entitled to use the savings to offset the cost of any other  Tenant
Changes or against the Tenant  Share,  if any. By way of example,  if there is a
Tenant's  Change that reduces the Line 116 lighting  fixtures  from 240 units to
239 units,  then you shall be entitled to offset the $115  savings  (and related
overhead and profit  savings)  against any Change Costs or required Tenant Share
payments.

         3.12 INSPECTION OF WORK. You may inspect and conduct tests to determine
whether  construction  is being performed  consistent with the Permit  Drawings,
regardless  of whether  such  inspections  or tests are  required  by the Permit
Drawings. Should your inspections or tests reveal that the work is not installed
substantially in accordance with the Permit Drawings, the cost of uncovering and
replacement shall be at Landlord's expense. If your inspections or tests require
work to be uncovered and such inspections or tests reveal that the work has been
installed  substantially  in accordance with the Permit  Drawings,  the costs of
uncovering  and  replacement  shall  be at your  expense  and any  actual  delay
associated therewith shall be a Tenant Delay.  Neither your inspections,  tests,
or approvals nor your failure to make any such inspections,  tests, or approvals
shall  relieve  Landlord  of  its   responsibility   to  complete  the  Interior
Modifications  in  accordance  with  this  Lease,  nor  constitute  a waiver  or
acceptance  of any  defects  in the  Interior  Modifications,  unless  otherwise
expressly waived in writing by you.

         3.13 WARRANTY FOR INTERIOR MODIFICATIONS.  Notwithstanding  anything to
the  contrary  contained  in the  Lease,  for  the 365  day  period  immediately
following the Commencement Date for a Phase, Landlord hereby provides a warranty
in favor of you to repair or replace  (if  needed)  any  defect in the  Interior
Modifications  pertaining to such Phase,  so long as the need for such repair or
replacement is not caused by the negligence or willful misconduct of you or your
agents, employees or contractors.

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<PAGE>

         3.14  LANDLORD'S  FAILURE  TO  SUBSTANTIALLY  COMPLETE  ON OR  BEFORE A
REQUIRED DELIVERY DATE. If Landlord fails to Substantially  Complete the Phase 1
Area by the Required Phase 1 Delivery Date,  then in such event Landlord  grants
to you a credit to be used against Rent first due and owing,  in an amount equal
to $1,343  multiplied  by the number of days from the Required  Phase 1 Delivery
Date through but not including the date of Substantial Completion of the Phase 1
portion  of the  Interior  Modifications.  If  Landlord  fails to  Substantially
Complete the Phase 2 Area by the Required  Phase 2 Delivery  Date,  then in such
event  Landlord  grants to you a credit to be used  against  Rent  first due and
owing,  in an amount  equal to $568  multiplied  by the  number of days from the
Required Phase 2 Delivery Date through but not including the date of Substantial
Completion of the Phase 2 portion of the Interior Modifications.

         3.15 PHASE 3  COMPLETION.  Landlord  shall  Substantially  Complete the
Phase 3 Area as soon as is reasonably practical following issuance of the permit
therefor.




                                   ARTICLE IV
                                      TERM

         4.01  PRIMARY  TERM.  The primary term of this Lease shall begin on the
Commencement Date and the primary term of this Lease shall end on the Expiration
Date. After the Commencement  Date, you shall, upon demand,  execute and deliver
to  Landlord a letter of  acceptance  of  delivery  of the  Premises.  After the
Commencement  Date and at the request of either party, the parties will enter in
to a Clarification  of Lease Terms which will set forth the  Commencement  Date,
Rent  Commencement  Date,  Expiration  Date,  and post  office  address  for the
Premises  assigned by the City (if different from the shell Building post office
address).

         4.02 HOLDING OVER. If Landlord agrees in writing that you may hold over
after the  expiration or  termination  of this Lease,  unless the parties hereto
otherwise  agree in writing  on the terms of such  holding  over,  the hold over
tenancy  shall be  subject  to  termination  by either  party upon not less than
thirty  (30)  days  advance  written  notice,  and all of the  other  terms  and
provisions of this Lease shall be applicable during that period, except that you
shall pay Landlord  from time to time upon  demand,  as rental for the period of
any hold over, an amount equal to the Holdover  Rent,  computed on a daily basis
for each day of the hold over  period.  If  Landlord  does not  consent  to your
holdover,  then you shall also pay to Landlord all actual  damages  sustained by
Landlord  resulting from  retention of possession by you,  including the loss of
any proposed  subsequent  tenant for any portion of the Premises  provided  that
Landlord has provided you with advance  written  notice of the existence of such
subsequent  tenant and you  nonetheless  failed to surrender  possession  of the
Premises within sixty days of such notification. No holding over by you, whether
with or without  consent of Landlord,  shall operate to extend this Lease except
as otherwise  expressly  provided.  The preceding  provisions of this  paragraph
shall not be construed as consent for you to hold over.

         4.03 OPTION TO EXTEND.  Landlord grants to you the option to extend the
term of this Lease for a five year  extended term (the "FIRST  EXTENDED  TERM"),
the First Extended Term to begin on the day after the end of the primary term of

                                       16

<PAGE>

this Lease.  To effectively  exercise your First Extended Term option,  you must
timely provide the Landlord with the Renewal Notice. If Landlord does not timely
receive the Renewal Notice, time being of the essence, you shall not be entitled
to exercise your First Extended Term option.

                                    ARTICLE V
                                      RENT

         5.01 BASE RENT. Base Rent shall be payable during the primary or during
any extended term in accordance with this Section 5.01.

                  5.01(a)  BASE RENT DURING  PRIMARY  TERM.  Subject to the base
rental abatements  detailed in Paragraph  5.01(c),  and subject to the fact that
there will be different rent  Commencement  Dates as to each Phase, you agree to
pay to Landlord  base rent for the Premises  for the entire  primary term hereof
beginning on the Rent  Commencement  Date,  at the initial rate of  $46,438.89 a
month, provided, however, that if the Rent Commencement Date is a day other than
the first day of a calendar month, then for the initial partial month, you agree
to pay a per diem base rental  based on the actual  number of days in such month
for each day of the partial month  beginning on the Rent  Commencement  Date and
ending on the last day of the partial month in which the Rent  Commencement Date
falls.  On each  Adjustment  Date falling within the primary term beginning with
the Adjustment Date  corresponding  with the first day of the second Lease Year,
the monthly  base rent amount  shall  increase to 103% of the monthly  base rent
amount then in effect immediately prior to such Adjustment Date. Notwithstanding
the foregoing,  until such time as the Rent Commencement Date has occurred as to
all Phases, the monthly base rent amount will be as follows:

         For period from the Rent  Commencement Date for Phase 1 through the day
         immediately  preceding the Rent  Commencement Date for Phase 2, the sum
         of $30,783.00 a month,  prorated for any period less than a full month;
         and

         For period from the Rent  Commencement Date for Phase 2 through the day
         immediately  preceding the Rent  Commencement Date for Phase 3, the sum
         of $43,808.50 a month, prorated for any period less than a full month.

                  5.01(b) BASE RENT DURING  EXTENDED  TERM.  Subject to the last
sentence of the  definition  of Market Rent,  if you  exercised an Extended Term
option,  then you agree to pay to Landlord monthly base rent for the Premises at
an initial rate equal to Market Rent. On each Adjustment Date falling within the
Extended Term beginning with the Adjustment Date  corresponding to the first day
of the second  Lease Year of the  Extended  Term,  the monthly  base rent amount
shall increase in accordance  with the fixed rate increases  (based on market at
the time) specified in Landlord's determination of Market Rent.

                  5.01(c) BASE RENT  ABATEMENTS  DURING  PRIMARY TERM.  Provided
that no uncured Event of Default then exists, the monthly base rent (but not the
additional rent under Section 5.02) for the last two full calendar months of the
primary term (months 124 and 125) shall abate.

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<PAGE>

         5.02  ADDITIONAL  RENT FOR  TENANT'S  PROPORTIONATE  SHARE OF OPERATING
COSTS.  Beginning on the Commencement  Date (as opposed to the Rent Commencement
Date) and continuing during the primary and any extended term of this Lease, you
agree  to pay to  Landlord  as  additional  rent,  your  Proportionate  Share of
Operating Costs. Any payments with respect to any partial calendar year in which
the term  commences  or ends shall be  prorated.  You agree to pay, for calendar
year 2004,  $15,190.29  per month as an estimated  amount for  Operating  Costs.
Landlord may, at any time,  deliver to you its estimate (or  reasonably  revised
estimate)  of such  additional  amounts  payable  under  this  Section  for each
calendar year. On or before the first day of the next month and on or before the
first day of each month thereafter, you shall pay to Landlord as additional rent
such amount as Landlord reasonably  determines to be necessary to bring and keep
you  current.  As soon as  practicable  after the close of each  calendar  year,
Landlord shall deliver to you an itemized statement in reasonable detail showing
the total amount payable by you under this Article.  If such statement  shows an
amount due from you that is less than the estimated payments  previously paid by
you, it shall be  accompanied  by a refund of the excess to you or at Landlord's
option the excess  shall be credited  against the next  monthly  installment  of
Rent.  If such  statement  shows an  amount  due from you that is more  than the
estimated  payments paid by you, you shall pay the  deficiency  to Landlord,  as
additional  rent,  which  payment shall be due within thirty (30) days after the
date of Landlord's statement to you. You or your representatives  shall have the
right  after  seven  (7) days  prior  written  notice  to  Landlord  to  examine
Landlord's  books and records of Operating  Costs during normal  business  hours
within  one  hundred  and eighty  (180) days  following  the  furnishing  of the
statement  to you.  Unless you take  written  exception  to any item  within one
hundred and eighty (180) days  following the  furnishing of the statement to you
(which item shall be paid in any event but which may  nonetheless  be challenged
within such 180 day period),  such  statement  shall be  considered as final and
accepted by you.  The taking of  exception to any item shall not excuse you from
the  obligation to make timely  payment based upon the statement as delivered by
Landlord.

If you timely take written  exception  to any item,  any dispute with respect to
the written  exception not resolved to the mutual  satisfaction of both Landlord
and you within  thirty (30) days  following  Landlord's  receipt of your written
exception shall be resolved in accordance with the following procedures.  First,
Landlord  shall have seven days  immediately  following the thirty day period to
provide you with a list of three independent  certified public accountants.  You
shall then have seven days  following  your  receipt of the list of  independent
certified public accountants to designate one of the three independent certified
public accountants  (hereinafter the "CPA") and to provide Landlord with written
notice of your  designation.  If Landlord  fails to timely  provide you with the
list of three independent certified public accountants,  then you may select any
independent  certified  public  accountant  you wish to serve as the CPA. If you
fail  to  timely  designate  one  of  the  three  independent  certified  public
accountants  as the CPA,  then  Landlord  may select any  independent  certified
public  accountant  it wishes to serve as the CPA. The decision of the CPA shall
be final and binding as to any dispute with  respect to your  written  exception
and the cost of the CPA shall be paid for by the party who does not prevail. For
purposes  of  the  preceding,   (i)  the  term  "INDEPENDENT   CERTIFIED  PUBLIC
ACCOUNTANT" means a certified public accountant who has not previously  rendered
accounting  services of any kind for either you or Landlord;  and (ii)  Landlord
will be deemed to have  prevailed if the  determination  of the CPA results in a
reduction in your  Proportionate  Share of Operating Costs which is five percent

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<PAGE>

or less of the Landlord's determination of your Proportionate Share of Operating
Costs and you will be deemed to have prevailed if the  determination  of the CPA
results in a reduction in your  Proportionate  Share of Operating Costs which is
more than five percent of the  Landlord's  determination  of your  Proportionate
Share of Operating Costs.

You may,  at your option but subject to a  reasonable  basis  existing to do so,
cause  Landlord  to  challenge  or  contest  any  assessment  of  Taxes  and the
reasonable  costs of such  contest  will be included as part of Taxes.  Landlord
agrees to give you a copy of any trim notice (i.e., notice of the assessed value
of the  real  property  of which  the  Realty  is a part)  within  five  days of
Landlord's receipt of written request from you.

         5.02A. CAP ON CONTROLLABLE OPERATING COSTS. Notwithstanding anything in
Section  5.02 to the  contrary,  the  increase  in your  Proportionate  Share of
Controllable  Operating  Costs  during the  primary  term of the Lease shall not
exceed 6% from one year to the next, on a non cumulative basis. Short years will
be annualized for purposes of determining any cap pursuant to the foregoing.  By
way of example of what is meant by a non cumulative basis, if your Proportionate
Share of  Controllable  Operating  Costs for calendar year 2005  increased by 3%
from calendar year 2004, then your maximum  Proportionate  Share of Controllable
Operating  Costs for calendar  year 2006 would be 106% of the calendar year 2005
amount,  irrespective  of the fact that the increase  from calendar year 2004 to
calendar year 2005 was only 3%. Repairs first incurred after the expiration of a
warranty  will not be  subject to the  foregoing  cap.  For any period  prior to
January  1, 2006 and  provided  that  management  fees do not  exceed 4% of Rent
(prior to the portion of Rent attributable to the management  fees),  management
fees will not be subject to the foregoing cap.

         5.03  SALES  TAX.  With  each  installment  of Rent,  you  shall pay to
Landlord all sales taxes due thereon.

         5.04 TIME FOR PAYMENT OF RENT.  Each monthly  installment of Rent shall
be due and  payable on or before the first day of the  calendar  month for which
such Rent is payable.  Rent shall be payable without demand,  deduction or right
of set off,  except as is  otherwise  expressly  provided  for  herein,  if any.
Notwithstanding  anything to the contrary contained in this Section, if you have
received a final,  nonappealable  judgment  for  damages  against  Landlord as a
result  of an  uncured  default  by  Landlord  under  this  Lease,  which is not
satisfied within thirty (30) days after it becomes final and nonappealable, then
for so long as Landlord or an  affiliate is the fee owner of the  Building,  you
will have the right to deduct the unpaid amount of such judgment (plus interest)
against the Rent to become due under this Lease until fully credited.

         5.05 PLACE FOR PAYMENT. All Rent and other payments required to be made
by you to Landlord shall be payable to: Atlantic Business Center L.C. or to such
other entity at the such other address as Landlord may specify from time to time
by written notice  delivered in accordance  herewith.  Notwithstanding  anything
herein to the contrary, if the Building is encumbered by an assignment of leases
and rents made by Landlord and  recorded in the Public  Records of the County in
which the Building is located,  then upon the written demand of the lender named
in such  assignment  of leases and rents or the  successor  in  interest to such
lender  (hereinafter  the  "LENDER"),  together  with a  recorded  copy  of such
assignment  of leases  and rents,  you agree to pay all Rent and other  payments
required to be made by you hereunder to such Lender and Landlord agrees that you

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<PAGE>

will be credited by Landlord for any payments so made.

         5.06 ACCORD AND SATISFACTION.  Payment by you or receipt by Landlord of
a lesser amount than the Rent herein stipulated or any other rent required to be
paid by you hereunder may be, at Landlord's sole option, deemed to be on account
of the earliest due  stipulated  Rents or other rent, or deemed to be on account
of Rent or other rent owing for the current  period  only,  notwithstanding  any
instructions by or on your behalf to the contrary,  which  instructions shall be
null and void,  and no  endorsement  or  statement  on any  check or any  letter
accompanying  any check  payment as Rent or other rent shall be deemed an accord
and satisfaction  unless  otherwise  expressly agreed to by Landlord in writing,
and Landlord shall accept such check or payment without  prejudice to Landlord's
right to  recover  the  balance  of such Rent or other  rent or pursue any other
remedy in this Lease against you.

                                   ARTICLE VI
                                SECURITY DEPOSIT

         You agree to deposit the  Security  Deposit  with  Landlord on the date
hereof.  Upon the occurrence of any Event of Default by you,  Landlord may, from
time to time, without prejudice to any other remedy, use the Security Deposit to
the extent  necessary  to make good any  arrears of Rent or other  payments  due
Landlord hereunder, and any other damage, injury, expense or liability caused by
your  default,  and you shall pay to Landlord on demand the amount so applied in
order to restore the  Security  Deposit to its  original  amount.  Although  the
Security Deposit shall be deemed the property of Landlord, any remaining balance
of the Security  Deposit shall be returned to you by Landlord at such time after
termination  of this Lease when  Landlord  shall have  determined  that all your
obligations  under this Lease have been fulfilled but no later than the sixtieth
day immediately  following the expiration or earlier termination of the term. At
the time the Security Deposit is due, you shall have the right to instead tender
to Landlord a Letter of Credit in amount  equal to the  Security  Deposit and in
such event,  references  in this Lease to the  Security  Deposit  shall mean the
Letter of Credit and following a draw by Landlord you shall pay to the issuer on
demand by Landlord any amounts  necessary to restore the Letter of Credit to its
original amount. Subject to you giving Landlord at least sixty (60) days advance
written  notice and provided that no uncured Event of Default then exists and if
you had  previously  paid to Landlord the Security  Deposit,  you shall have the
right to  substitute a Letter of Credit in amount equal to the Security  Deposit
and upon Landlord's acceptance of the Letter of Credit, Landlord will thereafter
promptly refund the Security  Deposit to you. In such event,  references in this
Lease to the Security  Deposit  shall mean the Letter of Credit and  following a
draw you shall pay to the issuer on demand by Landlord any amounts  necessary to
restore the Letter of Credit to its original amount.

                                   ARTICLE VII
                               USE OF THE PREMISES

         7.01  PERMITTED USE. The Premises shall be used for the sole purpose of
the  Permitted  Use and for no other use or purpose.  The  Premises may never be
used by you, in whole or in part,  for a  Prohibited  Use. You shall at your own
cost and expense obtain any and all licenses and permits  necessary for any such
use.  Your trucks and trucks  visiting  the  Premises  may only park in the dock

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<PAGE>

areas adjacent to your Premises.  The outside storage of property is prohibited.
Trash  and  garbage  must  be  placed  in a  dumpster  in an  area  specifically
designated  by Landlord.  You agree that you will,  at your own cost and expense
keep your employees, agents, customers,  invitees, and/or licensees from parking
on any streets  running through or contiguous to the Development or from parking
at any  other  building  within  the  Development.  You  shall  not  permit  any
objectionable  or unpleasant  odors,  smoke,  dust,  gas, noise or vibrations to
emanate from the  Premises,  nor take any other action which would  constitute a
nuisance or would  disturb or endanger any other tenants of the  Development  or
unreasonably  interfere  with any tenant's use of their  respective  premises or
permit any use which would adversely affect the reputation of the Development.

At your request, Landlord has deleted a provision that would have prohibited the
overnight parking of trucks and other vehicles.  Neither Landlord,  the property
management  company or any  security  company  hired by  Landlord  to patrol the
Common Areas at night,  if one is hired,  will be liable to you for any theft or
damage to vehicles or trucks (including  property within the trucks or vehicles)
parked  overnight by you or by your  employees,  agents or  contractors  and you
agree to  indemnify  and hold  Landlord,  the  property  management  company and
security  company,  if any,  harmless  for any  claim by any  person  or  entity
resulting from the overnight parking of vehicles or trucks at the Premises.  The
omission of the  prohibition  against  overnight  parking is being  agreed to by
Landlord  at your  insistence  and request and only after you have agreed to the
foregoing exculpatory and indemnitory language and the foregoing exculpatory and
indemnitory  language  shall be  binding  upon you  even if the  actions  of the
indemnified  parties were  determined  to be negligent  or, as to an omission as
opposed to an action, grossly negligent.

         7.02  TENANT'S DUE  DILIGENCE AS TO PERMITTED  USE . Landlord  makes no
(and does hereby expressly disclaim any) covenant, representation or warranty as
to the Permitted Use being allowed by or being in compliance with any applicable
laws, rules,  ordinances or restrictive covenants now or hereafter affecting the
Premises,  and  any  zoning  letters,  copies  of  zoning  ordinances  or  other
information from any governmental agency or other third party provided to you by
Landlord or any of  Landlord's  agents or employees  shall be for  informational
purposes only, you hereby  expressly  acknowledging  and agreeing that you shall
conduct and rely solely on your own due diligence and investigation conducted by
you prior to entering  in to this Lease with  respect to the  compliance  of the
Permitted Use with all such applicable laws,  rules,  ordinances and restrictive
covenants  and not on any such  information  provided  by Landlord or any of its
agents or employees.  Notwithstanding the foregoing,  Landlord represents to you
that the zoning classification of the Realty pursuant to the City zoning code is
currently I-1 general industrial with a Planned Industrial Overlay.

         7.03  COMPLIANCE  WITH LAWS.  You  covenant  to comply with any and all
laws, statutes, ordinances and regulations, federal, state, county or municipal,
now or hereinafter in force applicable to the Premises  relating to the specific
use or occupancy thereof or to the making of repairs thereto expressly  required
to be  made  by  you  pursuant  to the  terms  of  this  Lease,  or of  changes,
alterations  or  improvements  therein,  ordinary  or  extraordinary,   seen  or
unforeseen,  provided,  however,  in no event  shall you be required to make any
alterations  to the  structure of the Building or the base  Building  systems in
order to comply with the foregoing unless  necessitated by a specific use of the
Building by you as opposed to general warehouse use. You also covenant to comply

                                       21

<PAGE>

with any and all regulations and rules  applicable to the Premises issued by the
Board of Fire Underwriters as it relates to the specific use of the Premises, or
by any other body exercising similar functions,  and insurance companies writing
policies  covering the Premises which now or hereafter may become  applicable to
the Premises.  You shall pay all costs,  expenses,  claims, fines, penalties and
damages  that may in any  manner  arise  out of or be  imposed  because  of your
failure to comply with this  Section,  and in any event,  you agree to indemnify
the Landlord from all  liability  with  reference to the same.  Landlord and you
shall  each  promptly  give  notice to the  other in  writing  of any  notice of
violation received by you or Landlord,  respectively. (See Paragraph 8.01(b) for
similar but not mutual  covenants on the part of Landlord  regarding  Landlord's
maintenance of the Common Areas).

         7.04  TENANT'S  REPAIR  AND  MAINTENANCE  OBLIGATIONS.  (a)  Subject to
Section  3.12,  you shall,  at your own cost and expense,  keep and maintain all
parts of the Building in a good,  clean, safe and sanitary  condition,  promptly
making all necessary repairs and replacement, whether ordinary or extraordinary,
with materials and  workmanship of the same  character,  kind and quality as the
original,  including but not limited to, windows,  glass and plate glass, doors,
any special office  entries,  interior  walls and finish work,  floors and floor
coverings,   heating  and  air  conditioning  systems,  electrical  systems  and
fixtures,  sprinkler systems, life safety systems and equipment,  water heaters,
dock board, truck doors, dock bumpers,  and plumbing work and fixtures.  As part
of your  obligation  hereunder,  you shall keep the whole of the  Premises  in a
clean and sanitary condition.  You will as far as possible keep all parts of the
Premises from deteriorating,  ordinary wear and tear excepted,  and from falling
temporarily  out of repair,  and upon  termination of this Lease in any way, you
will yield up the Premises to Landlord in its Exit Condition. You shall, at your
own cost and expense,  as additional  rent,  pay for the repair of any damage to
the Building or to the  Development  resulting from and/or caused in whole or in
part by your  negligence or misconduct,  or the negligence or misconduct of your
agents, servants,  employees,  patrons,  customers, or any other person entering
upon the  Development as a result of your business  activities or caused by your
default hereunder, subject, however, to Section 12.06.

                  (b) At your own cost and  expense,  you agree to enter  into a
regularly scheduled preventive  maintenance/service  contract with a maintenance
contractor approved by Landlord,  for servicing all heating and air conditioning
systems and  equipment  servicing  the  Premises  and an  executed  copy of such
contract shall be delivered to Landlord.  This service contract must include all
services    suggested    by    the    equipment    manufacturer    within    the
operations/maintenance  manual and must become effective within thirty (30) days
of the date you take possession of the Premises.  Landlord may (but shall not be
required to), upon notice to you, elect to enter into such a maintenance service
contract on your behalf or perform the work itself and, in either  case,  charge
you therefore for Landlord's out of pocket costs provided that the charge to you
does not  exceed  the  charge  that  you  would  pay if you  entered  into  such
maintenance contract yourself.

         7.05  UTILITIES.  You  agree to pay for all gas,  heat,  light,  power,
telephone, and other utilities and services (including trash removal) used on or
from the Premises, together with any taxes, penalties and surcharges or the like
pertaining  thereto and any  maintenance  charges for  utilities and any utility
hookup fees (but not tap-in fees).  Landlord shall in no event be liable for any
interruption  or failure of utility  services on or to the  Premises,  provided,
however,  if the interruption or failure of utility service was caused solely by
the negligent or intentional  wrongful acts of Landlord or of Landlord's  agents

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<PAGE>

or contractors  (i) if Landlord then fails to diligently  attempt to restore the
utility service, then you shall be entitled to an abatement of Rent for each day
after the third day of such  interruption or failure until such time as Landlord
commences to diligently attempt to restore the utility service; and (ii) if such
interruption or failure  continues for at least fifteen (15)  consecutive  days,
then  irrespective  of Landlord's  efforts to restore the utility  service,  you
shall be entitled to an  abatement  of Rent (the  abatement to be reduced by the
amount of recovery  you  receive  from the  proceeds  of  business  interruption
insurance,  if any,  attributable  to the Rent that  would  otherwise  have been
abated)  for each day after such  fifteenth  day until such time as the  utility
service is  restored.  During any period of a failure of electric  services  and
provided  that it does not damage the Building and provided that the use of same
is in compliance with all  Environmental  Laws,  Landlord will not object to you
bringing  a  portable  generator  on  to  the  Premises  to  keep  the  Premises
operational.

         7.06 END OF THE TERM.  You  covenant  that on the last day of the term,
you will  peaceably  and quietly  leave and  surrender  the Premises in its Exit
Condition  and  that  all  payments  required  to be made by you in  payment  of
utilities pursuant to Section 7.05 shall have been paid or provision for payment
having been made. If you had any permit issued for alterations or  improvements,
whether  consented to or not by Landlord,  then you covenant that as of the last
day of the term, such permits will be closed.  The parties shall arrange to meet
for a joint  inspection  of the Premises  prior to you  vacating.  If through no
fault  of  Landlord,  the  parties  do not  make  such  joint  inspection,  then
Landlord's  inspection at or after you vacate the Premises shall be conclusively
deemed correct for purposes of determining your  responsibility  for repairs and
restoration.

         7.07  HURRICANE  SHUTTERS.  Landlord  shall provide you with  hurricane
shutters  (part of the base  building and therefore not included in the Scope of
Work  attached  as part of EXHIBIT C) for your use at the  Premises in case of a
threat of hurricane,  tropical storm, or other adverse weather  conditions.  You
agree to store  the  hurricane  shutters  in the  Premises  in  accordance  with
Landlord's  reasonable  recommendations  and you shall be solely responsible for
the maintenance and protection of the hurricane shutters, and the replacement of
the  hurricane  shutters  in the event of damage,  theft or loss.  If there is a
hurricane  warning or other  threat  mandating  the  installation  of  hurricane
shutters, it shall be your sole responsibility to promptly install the hurricane
shutters and to then remove the hurricane  shutters after the weather threat has
passed. Hurricane shutters shall be installed on the pre-existing bolts properly
installed by Landlord  for such  purposes and you will not be permitted to drill
or  install  other  bolts,  nails or other  devises  in to the  exterior  of the
Building.  You  shall be solely  responsible  to  monitor  weather  reports  and
Landlord shall have no duty to advise you of threat of hurricane, tropical storm
or  other  adverse  weather  condition  nor  shall  Landlord  have  any  duty or
obligation  to  assist  or  instruct  in your  installation  or  removal  of the
hurricane shutters. Upon the expiration or earlier termination of the Lease, you
shall  return the  hurricane  shutters  to Landlord  in  substantially  the same
condition in which such hurricane shutters were received, ordinary wear and tear
excepted.


                                       23

<PAGE>

                                  ARTICLE VIII
                             LANDLORD'S OBLIGATIONS

         8.01 REPAIRS AND MAINTENANCE.  (a) Landlord shall maintain,  repair and
replace when needed the  structural  portions of the Building,  including  roof,
foundation, and walls, and Landlord shall perform when needed the regular mowing
of any grass, trimming, weed removal and general landscape maintenance, exterior
painting, exterior lighting, exterior signs (other than your signage) and common
sewage plumbing and the  maintenance of all paved areas including  driveways and
alleys. You shall immediately give Landlord written notice of any defect or need
for repairs,  after which Landlord shall have a reasonable opportunity to repair
the same or cure such defect.  Landlord's liability with respect to any defects,
repairs,  or  maintenance  or the curing of such  defect for which  Landlord  is
responsible  under the  provisions of this Lease shall be limited to the cost of
such repairs or  maintenance  or the curing of such defect.  The term "walls" as
used herein  shall not include  windows,  glass or plate glass,  doors,  special
store front or office entry.

                  (b)  Landlord  covenants  to  comply  with  any and all  laws,
statutes,  ordinances and regulations,  federal, state, county or municipal, now
or hereinafter in force  applicable to the making of repairs to the Common Areas
expressly  required to be made by Landlord  pursuant to the terms of this Lease,
or of changes,  alterations or improvements therein,  ordinary or extraordinary,
seen or unforeseen.

         8.02 COVENANT OF QUIET  ENJOYMENT.  Landlord  covenants that it now has
good  fee  simple  title  to the  Building,  free and  clear  of all  liens  and
encumbrances,  excepting only the lien for current taxes not yet due,  mortgages
now or  hereafter  of record,  zoning  ordinances  and other  building  and fire
ordinances and  governmental  regulations  relating to the use of such property,
and easements,  restrictions and other conditions of record. Landlord represents
and warrants  that it has full  authority and right to enter into this Lease and
that upon paying the Rent and other charges herein set forth and performing your
other covenants and agreements herein set forth, you shall peaceably and quietly
have,  hold and enjoy the  Premises  for the term hereof  without  hindrance  or
molestation  from  Landlord or anyone other than a Superior  Mortgagee  claiming
superior  title to Landlord,  subject to the terms and provisions of this Lease.
Landlord agrees to make reasonable  efforts to protect you from  interference or
disturbance  by other  tenants or third  persons;  however,  and  provided  that
Landlord  makes such  reasonable  efforts,  Landlord shall not be liable for any
such  interference  or  disturbance,  nor shall you be released  from any of the
obligations of this Lease because of such interference or disturbance.

                                   ARTICLE IX
                             ALTERATIONS AND SIGNAGE

         9.01  ALTERATIONS.  You agree  that you will not make any  alterations,
additions or improvements to the Premises  (including,  without limitation,  the
roof and wall penetrations) without the prior written consent of Landlord, which
consent, as to interior,  nonstructural  alterations,  shall not be unreasonably
withheld, delayed or conditioned.  If Landlord shall consent to any alterations,
additions  or  improvements  proposed by you,  you shall  construct  the same in
accordance with all governmental laws, ordinances, rules and regulations and all
requirements  of Landlord's and your  insurance  policies and only in accordance

                                       24

<PAGE>

with plans and specifications approved by Landlord,  which approval shall not be
unreasonably withheld,  delayed or conditioned.  You may, without the consent of
Landlord,  but at your own cost and expense and in good workmanlike manner erect
such  shelves,  bins,  machinery  and  other  trade  fixtures  as you  may  deem
advisable,  without  altering  the basic  character  of the Building and without
overloading the floor or damaging the Building, and in each case after complying
with  all  applicable  governmental  laws,  ordinances,  regulations  and  other
requirements.  All shelves,  bins, machinery and trade fixtures installed by you
may be  removed by you prior to the  termination  of this Lease if you so elect,
and shall be removed by the date of  termination  of this Lease or upon  earlier
vacating of the  Premises if required by Landlord  and upon any such removal you
agree to repair  any damage to the  Premises  caused by such  removal.  All such
removals and restoration shall be accomplished in a good and workmanlike  manner
so as not to damage the primary structure or structural quality of the Building.
Notwithstanding the foregoing, you may make without Landlord's prior consent but
only after written notice to Landlord,  non-structural  alterations which do not
require the issuance of a building  permit.  As to any alteration  that does not
require Landlord's consent,  you will provide Landlord with advance notification
of the making of the alteration.

         9.02  ACCOUNTING  FOR  COST OF  ALTERATIONS.  As  soon as is  practical
immediately following the completion of any improvements made to the Premises by
you, you shall submit to Landlord an itemized  statement  setting forth the cost
of such  improvements.  Within  ninety (90) days of the request of Landlord from
time to time made but not more than once in any one  calendar  year (unless such
additional request results from a change in Landlord's  insurance carrier),  you
shall provide Landlord with a written appraisal of the then current  replacement
value of the  improvements  to the Premises  made by you. Your failure to submit
such written appraisal shall not be an Event of Default,  and instead,  Landlord
shall  have  the  right  to  estimate  the  current  replacement  value  of such
improvements  and any such  estimate  provided to Landlord's  insurance  carrier
shall be binding  upon you to the extent such  improvements  are  covered  under
insurance required to be maintained by Landlord.

         9.03 SIGNS AND WINDOW TREATMENT.  You shall be permitted,  at your cost
and  expense,  to install  exterior  identification  sign(s) on the  Building in
place(s)  reasonably  acceptable to Landlord provided that such signage conforms
with  signage  criteria  that  Landlord has  promulgated  or is currently in the
process of promulgating for the Development and provided that such signage is in
compliance  with  all  applicable  codes  and  ordinances.  Notwithstanding  the
foregoing,  the  number  of  exterior  identification  signs  that  you  will be
permitted  to install  on the fascia of the  Building  will be  governed  by the
applicable  codes  and  ordinances  if  Landlord's   signage  criteria  is  more
restrictive  than the  applicable  codes and  ordinances.  Such signage shall be
maintained  by you in good  condition  and repair during the term and removed by
you upon  termination of this Lease at which time you shall repair any damage to
the Premises caused by such removal.  Landlord may from time to time require you
to change your  identification  signage to conform to a revised standard for the
industrial  portions of the Development  provided that such revised  standard is
uniformly  applied  to  all  industrial  tenants  of the  Development,  provided
Landlord pays the cost of removing and replacing such signage.  You shall not be
permitted to install monument, pylon or pole signage on any part of the Realty.


                                       25

<PAGE>

                                    ARTICLE X
                           LANDLORD ACCESS TO PREMISES

         Landlord  and  Landlord's  agents  shall  have the  right to enter  the
Premises at any time, in the case of an  emergency,  and otherwise at reasonable
times  upon  reasonable  prior  notice for the  purpose  of showing  the same to
prospective purchasers, lenders, insurance adjustors or tenants, and making such
alterations,  repairs,  improvements  or  additions  to Building as Landlord may
reasonably  deem  advisable or  necessary.  Landlord may at any time place on or
about the Building  any  ordinary  "For Sale" signs and Landlord may at any time
during the last 270 days of the term hereof  place on or about the  Building any
ordinary "For Lease"  signs.  All such  activities of Landlord  shall be without
abatement of Rent or liability to you. Notwithstanding anything in the preceding
to the contrary, Landlord's right to enter the Premises without your consent for
the purpose of showing the  Premises to  prospective  tenants will be limited to
the period  beginning 270 days  immediately  preceding the last day of the term.
You shall have the right to have your  representative  accompany  Landlord  with
respect to any entry onto the Premises,  and in any event  Landlord shall comply
with your reasonable security procedures.

                                   ARTICLE XI
                            ASSIGNMENT AND SUBLETTING

         11.01 REQUIREMENT OF LANDLORD CONSENT. (a) You shall not have the right
to assign,  sublet,  transfer or encumber this Lease,  or any interest  therein,
without  the prior  written  consent of  Landlord,  which  consent  shall not be
unreasonably  withheld,  delayed  or  conditioned.   Any  attempted  assignment,
subletting,  transfer  or  encumbrance  by you in  violation  of the  terms  and
covenants of this Section shall be void.  If Landlord  consents to an assignment
or subletting, as a condition thereto which the parties agree is reasonable, you
shall  pay to  Landlord  fifty  percent  (50%) of any  Transfer  Premium.  These
covenants  shall run with the land and shall  bind you and your  successors  and
assigns.  No assignment,  subletting or other transfer,  whether consented to by
Landlord or not, shall relieve you of your liability and obligations  hereunder.
Upon the occurrence of an Event of Default,  if the Premises or any part thereof
are then assigned or sublet,  Landlord, in addition to any other remedies herein
provided,  may at  Landlord's  option  collect  directly  from such  assignee or
subtenant  all rents  becoming due to you under such  assignment or sublease and
apply such rent against any sums due to Landlord for you hereunder,  and no such
collection  shall be construed to constitute a novation or a release of you from
the further performance of your obligations hereunder.  Any assignee,  sublessee
or transferee of your interest in this Lease (all such assignees, sublessees and
transferees  being hereinafter  referred to as  "successors"),  by assuming your
obligations hereunder shall assume liability to Landlord for all amounts paid to
persons  other  than  Landlord  by  such  successors  in  contravention  of  the
immediately preceding sentence.

                  (b) If you or your parent  company  are not a publicly  traded
corporation or a publicly traded limited  partnership,  then a change in control
shall constitute an assignment requiring Landlord's consent. The transfer of 50%
or more of your stock,  if you are a corporation,  or a change in 50% or more of
your partners,  if you are a general  partnership or limited  partnership,  or a
change  in  your  general  partner  if  you  are a  limited  partnership,  shall
constitute a change in control for this purpose, requiring Landlord's consent.

                                       26

<PAGE>

                  (c) Except if permitted  pursuant to Section  11.01(b)  and/or
Section  11.05,  your  involvement in a merger  transaction,  if you are not the
surviving  corporation in the merger or if the surviving entity in the merger is
not a publicly  traded  entity or a non publicly  traded  entity whose net worth
immediately  after the  merger is not at least  equal to the  larger of your net
worth or the net worth of any  guarantor of this Lease,  shall be  considered an
assignment of this Lease requiring Landlord's consent.

         11.02 EFFECT OF UNCONSENTED TO ASSIGNMENT OR SUBLETTING.  An assignment
or subletting of your interest in this Lease without Landlord's specific written
prior consent  (where  Landlord's  consent is required  pursuant to the terms of
this Lease) shall be an Event of Default  curable  after a ten day notice period
and in  addition to all rights and  remedies  available  to Landlord  under this
Lease,  and if Landlord  does not elect to terminate the Lease,  Landlord  shall
have the right to increase the monthly base rent to the Holdover  Rent amount as
if you were holding over during any period of time such  unconsented to assignee
or subtenant is in possession of any or all of the Premises.

         11.03  SUB-LEASE   TERMINATION:   MERGER.  Unless  specifically  stated
otherwise in writing by Landlord, the voluntary or other surrender of this Lease
by you, the mutual  termination or cancellation  hereof, or a termination hereof
by  Landlord  for an  uncured  Event  of  Default  by you,  shall  automatically
terminate  any sublease or lesser  estate in the  Premises,  provided,  however,
Landlord shall, in the event of any such surrender, termination or cancellation,
have  the  option  to  continue  any  one or all of any  existing  subtenancies.
Landlord's  failure  within fifteen (15) days following any such event to make a
written  election to the  contrary  by written  notice to the holder of any such
lesser  interest,  shall  constitute  Landlord's  election  to have  such  event
constitute the termination of such interest.

         11.04 THIRD PARTY PAYMENTS. You acknowledge that Landlord may not fully
scrutinize  and  examine  each  Rent or other  payment  to see  that  the  check
submitted in payment is your check and not a third party check. Accordingly,  if
a third  party check is  tendered  for payment of Rent or any other  payment due
under this Lease from you,  and if such  payment is accepted by  Landlord,  such
acceptance shall not confer any rights upon the third party payor or entitle the
third party payor to make a claim as an assignee or subtenant of yours nor shall
such acceptance entitle the third party payor to occupy the Premises or create a
landlord/tenant relationship between the third party payor and Landlord.

         11.05 ASSIGNMENT TO AN AFFILIATE.  Notwithstanding  anything in Section
11.01 to the  contrary,  you  shall  have the  right to  assign  your  leasehold
interest in the Premises to an Affiliate  without  Landlord's  consent  provided
that (i) you provide  Landlord with advance  written  notice of the  assignment;
(ii) you provide  Landlord,  in advance,  with proof that the  Affiliate has all
insurance in place required to be maintained  under this Lease including  naming
Landlord as an additional insured;  (iii) you provide Landlord, in advance, with
a  fully  executed  assignment  and  assumption  of  lease  document  reasonably
acceptable to Landlord including an acknowledgment that such assignment does not
release you from liability; and (iv) you provide Landlord with an administrative
charge payment of $700.00 to reimburse Landlord for the administrative and legal
costs Landlord can reasonably be expected to incur regarding such assignment.

                                       27

<PAGE>

         11.06 SUBLETTING TO AN AFFILIATE.  Notwithstanding  anything in Section
11.01 to the  contrary,  you shall  have the right to sublet all or a portion of
the Premises to an Affiliate  without  Landlord's  consent provided that (i) you
provide Landlord with advance written notice of the subletting; (ii) you provide
Landlord,  in advance,  with proof that the Affiliate has all insurance in place
required  to be  maintained  under this Lease  including  naming  Landlord as an
additional  insured;  (iii)  you  provide  Landlord,  in  advance,  with a fully
executed  sublease  reasonably  acceptable  to  Landlord;  and (iv) you  provide
Landlord with an administrative  charge payment of $700.00 to reimburse Landlord
for the  administrative  and legal costs  Landlord can reasonably be expected to
incur regarding such subletting.

         11.07 CHANGE IN PERMITTED USE. Landlord will not unreasonably withhold,
delay or condition  its consent to a change in Permitted  Use made in connection
with a request for consent to an assignment or subletting transaction.

                                   ARTICLE XII
                                    INSURANCE

         During  the  term of this  Lease,  Landlord  and you  shall  carry  and
maintain the following  types of insurance and in the amounts  specified in this
Article, all as follows:

         12.01 FIRE AND CASUALTY DAMAGE.  Landlord agrees to maintain  insurance
covering the Building in an amount not less than full  insurable  value (subject
to any applicable  deductible) insuring against loss or damage by fire and other
hazards  included  within  the term  "special  causes  of loss",  "all  risk" or
"extended  coverage"  and  against  such  other  hazards  as  Landlord  may deem
advisable  or which a Superior  Mortgagee  requires.  Such  insurance  will not,
however,   insure  your  personal   property.   Subject  to  the  provisions  of
subparagraph  13.01(c)  below,  such insurance  shall be for the sole benefit of
Landlord and under its sole control.

         12.02 PERSONAL PROPERTY.  You shall procure and maintain throughout the
term of this  Lease a policy or  policies  of  insurance,  at your sole cost and
expense,  insuring all personal  property  situated within the Premises  against
loss or damage by fire and  other  hazards  included  within  the term  "special
causes of loss",  "all  risk" or  "extended  coverage"  and  against  such other
hazards as Landlord may reasonably require in the full insurable value. Landlord
consents to you self  insuring  this risk,  provided,  however,  for purposes of
Section  12.06 the  amount of  insurance  proceeds  shall be deemed to equal the
amount of your loss.

         12.03  TENANT'S  LIABILITY  INSURANCE.  You shall  procure and maintain
throughout  the term of the Lease an  industry-standard  policy or  policies  of
commercial general liability insurance, at your sole cost and expense,  insuring
you and Landlord(and, if requested by Landlord, insuring the Superior Mortgagee)
as an additional insured,  against your operations in and maintenance and use of
the Premises and your  liability  assumed  under this Lease,  the limits of such
policy  or  policies  to be in  the  amount  of not  less  than  $5,000,000  per
occurrence in respect to injury to persons  (including death), and in the amount
of not less than  $250,000  per  occurrence  in  respect to  property  damage or
destruction,  including loss of use thereof. The foregoing coverages shall be in
any  combination  of  primary  insurance,  supplemental  insurance  and  blanket
insurance (see Section 12.07 for blanket insurance provisions).  If Landlord has

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<PAGE>

also obtained commercial liability insurance,  then the insurance required to be
maintained by you pursuant to this Section shall be primary and non contributing
with  respect to any policies  carried by Landlord  and any coverage  carried by
Landlord shall be excess insurance.

         12.04 WORKERS' COMPENSATION AND EMPLOYER LIABILITY INSURANCE. You shall
procure and  maintain  throughout  the term of the Lease a policy or policies of
insurance,  at your sole cost and expense, all workers' compensation coverage as
required by law and employer's liability insurance.

         12.05  PROOF  OF  INSURANCE.  Insurance  required  to be  procured  and
maintained  by you  pursuant  to this  Article  shall  be  procured  by you from
responsible   insurance   companies   reasonably   satisfactory   to   Landlord.
Certificate(s) of insurance  reasonably  acceptable to Landlord  evidencing your
compliance  with the  provisions  of  Sections  12.02,  12.03 and 12.04 shall be
delivered to Landlord prior to the Commencement Date. Not less than fifteen (15)
days prior to the expiration date of any such policies,  updated  certificate(s)
of insurance shall be delivered to Landlord. Such policies shall further provide
that not less than thirty (30) days  written  notice  shall be given to Landlord
before  such  policy may be  canceled  or changed to reduce  insurance  provided
thereby.

         12.06 WAIVER OF SUBROGATION. To the maximum extent permitted by law and
without affecting the coverage  provided by insurance  required to be maintained
hereunder, Landlord and you each waive any right to recover against the other on
account of any and all claims  Landlord  or you may have  against the other with
respect to  property  insurance  actually  carried,  or  required  to be carried
hereunder  (including  permitted self insurance),  to the extent of the proceeds
(and  deductible)  realized from such insurance  coverage.  Notwithstanding  the
preceding,  if the  damage or  destruction  to the  Building  was caused by your
negligence,  then  you  agree,  upon  demand,  to  reimburse  Landlord  for  the
deductible expended by Landlord under Landlord's policy of insurance (but not in
excess of $20,000) to repair or rebuild the Building or part thereof  after such
damage or destruction.

         12.07 TENANT BLANKET  INSURANCE.  With respect to insurance required to
be maintained by you pursuant to this Lease, you shall have the right to utilize
a  "blanket"  or  "umbrella"  policy of  insurance,  provided  that you  provide
Landlord with satisfactory  evidence that (i) Landlord is an additional  insured
under such  blanket or umbrella  policy,  (ii) such  blanket or umbrella  policy
expressly references the Premises as an insured location, and (iii) such blanket
or umbrella policy  contains a guaranteed  amount of insurance for the Premises,
which guaranteed  amount shall equal or exceed the amounts of coverage  required
under this Lease.

                                  ARTICLE XIII
                            CASUALTY AND CONDEMNATION

         13.01  DAMAGE OR  DESTRUCTION.  (a) If the  Building  should be totally
destroyed by fire,  tornado or other  casualty,  or if the Building should be so
damaged  thereby that  rebuilding  or repairs  cannot in  Landlord's  reasonable
estimation  be  completed  within  the  Restoration  Period,  this  Lease  shall
terminate  and the Rent  shall be abated  during the  unexpired  portion of this
Lease, effective upon the date of the occurrence of such damage.

                                       29

<PAGE>

                  (b) If the Building  should be damaged by any peril covered by
insurance  to be provided  by Landlord  under  Section  12.01,  but only to such
extent that  rebuilding  or repairs can in Landlord's  reasonable  estimation be
completed within the Restoration  Period, or if the rebuilding or repairs cannot
in Landlord's  reasonable estimation be completed within the Restoration Period,
but the parties  nonetheless  agree to continue  this Lease  pending  Landlord's
completion  of the  reconstruction,  then this Lease  shall not  terminate,  and
Landlord shall at its sole cost and expense  thereupon  proceed with  reasonable
diligence to rebuild and repair the Building to  substantially  the condition in
which it  existed  prior to such  damage,  except  that  Landlord  shall  not be
required to rebuild,  repair or replace  any part of the  partitions,  fixtures,
additions and other  improvements which may have been placed in, on or about the
Premises  by you except  that  Landlord  may elect not to rebuild if such damage
occurs  during  the last year of the term of the Lease  exclusive  of any option
which is  unexercised at the time of such damage (unless you exercise the option
within thirty (30) days of the date of damage or  destruction).  If the Premises
are  untenantable  in whole or in part following  such damage,  the Rent payable
hereunder during the period in which they are  untenantable  shall be reduced to
such extent as may be fair and  reasonable  under all of the  circumstances.  If
Landlord  should  fail  to  complete  the  repairs  and  rebuilding  within  the
Restoration Period, you may, at your option,  terminate this Lease by delivering
written notice of termination  to Landlord as your exclusive  remedy,  whereupon
all  rights and or  obligations  hereunder  shall  cease and  terminate.  Should
construction  be  delayed  because  of  changes,   deletions,  or  additions  in
construction requested by you, strikes, lockouts,  casualties, acts of God, war,
material or labor shortages,  governmental regulation or control or other causes
beyond the  reasonable  control of  Landlord,  the  Restoration  Period shall be
extended  for the time  Landlord  is so delayed,  but not to exceed  ninety (90)
days.

                  (c) Notwithstanding anything herein to the contrary and if the
cost of restoration exceeds $300,000,  if a Superior Mortgagee requires that the
insurance  proceeds  be  applied  to  the  indebtedness  secured  by a  mortgage
encumbering  the Building,  then Landlord shall have the right to terminate this
Lease by delivering  written  notice of  termination  to you within fifteen (15)
days after such  requirement  is made by the Superior  Mortgagee,  whereupon all
rights and obligations hereunder shall cease and terminate.

         13.02  CONDEMNATION.  If the  whole  or  any  substantial  part  of the
Building  or if the  whole or any  substantial  part of the  Common  Areas  (the
Building and Common Areas are  singularly  or  collectively  referred to in this
Section as the  "PROJECT")  should be taken for any public or  quasi-public  use
under governmental law, ordinance or regulation,  or by right of eminent domain,
or by private  purchase in lieu thereof,  this Lease shall  terminate  effective
when the legal taking or private  purchase in lieu thereof shall occur.  If less
than the whole or less than a  substantial  part of the Project is thus taken or
sold,  and if the Rent  would be reduced  pursuant  to the next  sentence  to an
amount  that is  equal to or less  than 80% of the  amount  payable  before  the
taking, then either party may nonetheless terminate this Lease by giving written
notice to the other in which event this Lease shall terminate effective when the
legal taking or private  purchase in lieu thereof shall occur.  If this Lease is
not  terminated  upon such  taking or  private  sale in lieu  thereof,  the Rent
payable hereunder during the unexpired portion of this Lease shall be reduced to
such extent as may be fair and  reasonable  under all of the  circumstances  and
Landlord shall undertake to restore the Project to a condition suitable for your
use, as near to the  condition  thereof  immediately  prior to such taking as is

                                       30

<PAGE>

reasonably  feasible under all the  circumstances.  All amounts awarded from the
legal taking or private  purchase in lieu  thereof  shall belong to Landlord and
you shall not be  entitled to and you  expressly  waive any claim to any of such
proceeds,  provided,  however,  you shall be entitled to pursue a separate claim
for your trade  fixtures  and  improvements  paid for by you and for  relocation
expenses.

                                   ARTICLE XIV
                              LANDLORD'S LIABILITY

         14.01 LIABILITY AND  INDEMNIFICATION.  (a) If the waiver of subrogation
provisions of Section 12.06 are not applicable,  Landlord shall  nonetheless not
be liable to you for any  damage to  property  on or about the  Premises  unless
caused by or resulting from the gross negligence or intentional  wrongful act of
Landlord or its agents, servants or employees in the operation or maintenance of
the  Premises  or the  Development,  subject  to  the  doctrine  of  comparative
negligence in the event of  contributory  negligence on your part or on the part
of your agents,  employees or servants.  In no case will a Superior Mortgagee be
liable to you for injury,  damage or loss caused by Landlord,  regardless of the
cause. In those cases specified above where Landlord is liable to you for damage
to your property,  Landlord's  liability is limited to the replacement  value of
the property  damaged.  In no case will Landlord be liable to you for incidental
or consequential damages or for lost profits.

                  (b) You agree to indemnify Landlord and hold Landlord harmless
from and against all claims, actions, damages, liability, and expenses which may
arise in  connection  with bodily injury or loss of life to persons while at the
Premises if the injury or loss of life was occasioned  totally or in part by any
negligent or wrongful  intentional  act by you or by your  agents,  contractors,
servants or employees.  Your  indemnification  obligation  under this  paragraph
shall  not,  however,  apply to the extent the injury or loss of life was due to
the negligent or wrongful  intentional  act of Landlord.  In no case will you be
liable to Landlord for incidental or  consequential  damages or for lost profits
resulting from damage to Landlord's property.

                  (c) You agree to indemnify Landlord and hold Landlord harmless
from and against all claims, actions, damages, liability, and expenses which may
arise in connection with damage to the property of third persons if the property
is damaged while at the Premises and if the damage was occasioned  totally or in
part by any  negligent  or wrongful  intentional  act by you or by your  agents,
contractors,  servants or employees. Your indemnification  obligation under this
paragraph  shall not,  however,  apply to the extent the damage to third persons
property was due to the negligent or wrongful intentional act of Landlord.

                  (d) In case a party (the "INDEMNIFIED  PARTY") shall,  without
any fault on its part, be made a party to any litigation commenced by or against
the other party (the "INDEMNIFYING PARTY") in connection with the Premises,  the
Indemnifying  Party hereby  agrees to hold the  Indemnified  Party  harmless and
further agrees to pay all costs,  expenses, and reasonable attorney's fees which
may be incurred by the  Indemnified  Party in connection  with such  litigation.
Notwithstanding, Landlord's obligation as an Indemnifying Party shall only apply
to those  causes  of  action  which  arise  while  Landlord  is the owner of the
Building and Landlord's  obligations  under this paragraph  shall not be binding
upon a Superior Mortgagee except for acts occurring while the Superior Mortgagee

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<PAGE>

is landlord hereunder after a Succession (as defined in Section 18.03)

         14.02 TENANT REMEDIES (INCLUDES LIMITED SELF HELP REMEDY). In the event
of any default by Landlord, your exclusive remedy shall be an action for damages
or for specific  performance or other injunctive relief if specific  performance
or   injunctive   relief  is  a   commercially   reasonable   remedy  given  the
circumstances,  but  prior to any such  action  you must give  Landlord  written
notice specifying such default, and Landlord shall thereupon have thirty days in
which to cure such default,  or if the nature of such default is such that it is
not reasonably  susceptible of cure within the thirty day period, to commence to
cure such  default  within  such  thirty day period  and to  thereafter  proceed
diligently to cure such default.  Unless and until  Landlord  fails to cure such
default as aforesaid, you shall not have any remedy or cause of action by reason
thereof.  Notwithstanding  the  preceding,  if  Landlord  fails to perform or to
commence to perform and to proceed  diligently  thereafter  to  completion,  its
obligations  under Section 8.01 within a commercially  reasonable period of time
considering the failure of performance  after written notice from you, then upon
advance  written  notice  received  from you, you may perform  such  obligations
yourself  whereupon Landlord shall reimburse you for your actual cost to perform
the obligation.
         14.03  LIMITATION ON LIABILITY.  If Landlord  shall fail to perform any
covenant,  term or condition of this Lease upon Landlord's part to be performed,
and if as a  consequence  of such  default you shall  recover a money  judgement
against Landlord,  such judgement shall be satisfied only out of the proceeds of
sale received upon execution of such  judgement and levied  thereon  against the
right,  title and  interest  of  Landlord  in the Realty and out of the rents or
other income from the Realty receivable by Landlord, or out of the consideration
received by Landlord  from the sale or other  disposition  of all or any part of
Landlord's right, title and interest in the Realty,  subject,  nevertheless,  to
the  rights  of a  Superior  Mortgagee,  and  neither  Landlord  nor  any of the
stockholders, partners or members comprising the entity which is Landlord herein
shall be liable for any deficiency.

                                   ARTICLE XV
                                 TENANT DEFAULT

         Upon the  occurrence  of an Event of  Default  and in  addition  to all
rights or remedies afforded to Landlord  elsewhere in this Lease or at law or in
equity, Landlord shall have the following rights and remedies:

         15.01 RETAKE  POSSESSION OF THE PREMISES AND OR  TERMINATION.  Upon the
occurrence of an Event of Default,  Landlord  shall have the immediate  right to
reenter  the  Premises  after  process  of law to  dispossess  you and all other
occupants  from the  Premises  and remove and dispose of all  property  situated
within the  Premises,  or at  Landlord's  election,  to store such property in a
public  warehouse  or  elsewhere  at your  cost  and for your  account,  without
Landlord  being  deemed  guilty of trespass  or becoming  liable for any loss or
damage which may be occasioned  thereby, so long as Landlord acts reasonably and
in  accordance  with process of law.  Upon the  occurrence  of any such Event of
Default,  Landlord shall also have the right, at its option,  in addition to and
not in limitation of any other right or remedy  available under this Lease or at
law or in equity,  to terminate this Lease by giving you notice of  cancellation
and upon the  mailing  of such  notice,  this  Lease and the Term  shall end and

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<PAGE>

expire  as fully  and  completely  as if the date of said  notice  were the date
herein  definitely  fixed for the end and  expiration of this Lease and the Term
and  thereupon,  unless  Landlord shall have  previously  elected to reenter the
Premises,  Landlord  shall  have the  immediate  right of  reentry in the manner
aforesaid, and you and all other occupants shall quit and surrender the Premises
to Landlord  but you shall  remain  liable to Landlord as set forth  herein.  No
reentry  or taking  possession  of the  Premises  or  acceptance  of keys to the
Premises  voluntarily  given by you  following  an Event  of  Default,  shall be
construed as an election on the part of Landlord to terminate  this Lease unless
written  notice of such  intention  be given by  Landlord  to you or unless  the
termination  thereof shall result as a matter of law or be decreed by a court of
competent  jurisdiction.  Notwithstanding  any retaking of  possession  for your
account or reletting for your account, Landlord may at any time thereafter elect
to terminate this Lease.

         15.02  RELETTING OF THE PREMISES.  If by reason of the occurrence of an
Event of Default, the Term shall end before the date originally fixed herein, or
if by reason of an Event of Default  Landlord retook  possession of the Premises
without an early  termination  of the Lease and the Term, or if you are ejected,
dispossessed,  or removed  from the  Premises by summary  proceedings  or in any
other manner as a result of an Event of Default, Landlord at any time thereafter
may relet all or a part of the  Premises,  either in the name of  Landlord or as
agent for you, for a term or terms which, at Landlord's  option may be less than
or exceed the period of the remainder of the Term or which  otherwise would have
constituted the balance of the Term had such Term not been sooner terminated and
grant concessions and free Rent.  Except as may otherwise  expressly be required
under  applicable  law,  Landlord  shall in no event  be  liable  in any way for
Landlord's  failure to relet the Premises or to collect any rent receivable from
such  reletting.  Landlord  is  hereby  authorized  and  empowered  to make such
repairs,  alterations,  subdivisions or other  preparations for the reletting of
the Premises as Landlord reasonably deems fit, advisable and necessary,  without
in any way releasing you from any liability  hereunder.  Landlord  shall receive
the rents from such reletting and apply the same,  first,  to the payment of any
monetary  obligation due under this Lease other than Rent, second to the payment
of any expenses as Landlord may have  incurred in  connection  with  reentering,
ejecting removing, dispossessing, reletting, altering, repairing, subdividing or
otherwise preparing the Premises for reletting,  including  reasonable brokerage
and reasonable  attorney fees, and the residue,  if any, Landlord shall apply to
your fulfillment of the terms,  conditions and covenants hereunder and you waive
any right to the surplus,  if any. The residue, if any, is herein referred to as
the "net rents received by Landlord from reletting".

         15.03  DAMAGES FOR RENT. In addition to any damages for unpaid Rent and
any  additional  rent  that  accrues  up until the time  that  Landlord  regains
possession of the Premises, you shall be liable for and shall pay to Landlord as
damages  any  deficiency  between  the Rent  reserved  herein  and the net rents
received by Landlord from reletting,  if any, for each month of the period which
otherwise  would have  constituted  the balance of the Term.  You shall pay such
deficiency on an accelerated basis as provided for herein or, at Landlord's sole
option,  in monthly  installments  on the due date for such Rent  installment as
specified  in this  Lease,  and any suit or  proceeding  brought to collect  the
deficiency  for any  month,  either  during  the Term or after  any  termination
thereof,  shall not  prejudice  or preclude in any way the rights of Landlord to
collect the deficiency for any subsequent month by a similar suit or proceeding.
Unless Landlord  elects to forego the  acceleration  of Rent,  accelerated  Rent
shall be  calculated  as the present  value of the Rent due for the remainder of

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<PAGE>

the Term,  or, in the case of a  termination,  which would have been due for the
remainder  of the Term had such Term not been sooner  terminated  as a result of
the Event of  Default.  For these  purposes,  the  discount  rate to be used for
purposes of calculating the present value shall be the average rate  established
and  announced  for United States  Treasury  Bills,  with a maturity of thirteen
weeks  at the four  weekly  auctions  held  immediately  prior to the date  that
Landlord obtained possession of the Premises.  Landlord shall, however,  account
to you for the net rents  received by Landlord from reletting on a monthly basis
only if you have paid to Landlord the damages  recoverable  by Landlord from you
as provided for herein and only to the extent of such payments.

Notwithstanding anything herein to the contrary,  Landlord agrees that any final
judgement  for  damages  that it obtains  for  accelerated  Rent will  contain a
restriction that will prohibit Landlord from enforcing collection on the portion
of the judgement  amount  attributable  to the discounted  amount of accelerated
Rent that is more than twenty four months from the date of collection,  e.g., if
the judgement amount includes accelerated Rent for 72 months,  discounted,  then
Landlord would initially be entitled to only take collection action with respect
to  one-third  (1/3) of the  portion of the  judgement  amount  attributable  to
accelerated  Rent,  and  each  succeeding  month  thereafter  Landlord  would be
entitled  to  only  take  collection   action  with  respect  to  an  additional
one-seventy second (1/72) of the portion of the judgement amount attributable to
accelerated Rent.

         15.04 LANDLORD'S SELF HELP REMEDY. If an Event of Default occurs and if
Landlord  elects  not  to  reenter  the  Premises  to  take   possession,   then
notwithstanding,  Landlord  shall  have the  right to enter  upon the  Premises,
without being liable for prosecution or any claim for damages therefore,  and do
whatever  you were  obligated  to do under the  terms of this  Lease to cure the
Event of  Default,  and you  agree  to  reimburse  Landlord  on  demand  for any
reasonable  expenses which Landlord may incur in thus effecting  compliance with
your obligations under this Lease, and you further agree that Landlord shall not
be liable for any damages  resulting to you from such action,  whether caused by
the negligence of Landlord or otherwise.

         15.05 LATE  CHARGES/NSF  CHECKS.  If you fail to pay any installment of
Rent  hereunder  as when  such  installment  is due,  or if you  fail to pay any
additional  rent or any other  payment  required  to be made by you to  Landlord
hereunder,  then to help defray the  additional  cost to Landlord for processing
such late payment, you agree to pay to Landlord a late charge in an amount equal
to five (5%) percent of such installment or payment. The provision for such late
charge  shall be in  addition to all of  Landlord's  other  rights and  remedies
hereunder  or at law and shall not be  construed  as  liquidated  damages  or as
limiting  Landlord's remedies in any manner. If your check, given to Landlord in
payment, is returned by the bank for non-payment,  you agree to pay all expenses
incurred by Landlord as a result thereof.  Notwithstanding,  as to the first six
late payments only occurring  during any one calendar year, the late charge will
not be assessed if payment is made within five (5) days of written notice of non
payment.

         15.06 WAIVER. No waiver by Landlord of an Event of Default by you shall
be deemed a waiver of any other,  term,  covenant or condition hereof, or of any
subsequent  Event of Default by you of the same or any other  term,  covenant or
condition hereof.

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<PAGE>

                                   ARTICLE XVI
                           RIGHTS RESERVED TO LANDLORD

         In addition to any other rights  reserved to Landlord  pursuant to this
Lease, Landlord reserves and may exercise the following rights without affecting
your obligations hereunder:  (a) to change the street address of the Building or
the name of the  Development  provided that Landlord  reimburses  you for all of
your reasonable out of pocket costs and expenses for new stationary and business
cards and catalogues.

                                  ARTICLE XVII
                                     Omitted

                                  ARTICLE XVIII
                ESTOPPEL STATEMENT, SUBORDINATION AND ATTORNMENT

         18.01 ESTOPPEL  STATEMENT.  You shall,  without charge, at any time and
from time to time, within ten (10) business days after receipt by you of written
request  made by  Landlord or made by any  Superior  Mortgagee  (or  prospective
Superior Mortgagee), deliver, in recordable form, a duly executed certificate or
statement to the party  requesting said certificate or statement or to any other
person,  firm,  corporation or other entity designated by Landlord,  certifying:
(a) that this Lease is unmodified and in full force and effect, or, if there has
been any  modification,  that the same is in full force and effect as  modified,
and stating any such modification;  (b) the Commencement Date, Rent Commencement
Date and Expiration Date of this Lease; (c) that Rent is paid currently  without
any offset or defense thereto (if correct); (d) the dates to which Rent has been
paid,  and the amount of Rent, if any,  paid in advance;  (e) whether or not, to
the best of your  knowledge,  there is then  existing  any  claim of  Landlord's
default hereunder and, if so,  specifying the nature thereof;  and (f) any other
matters  relating to the status of this Lease as shall be  reasonably  requested
from  time to time;  provided  that,  in  fact,  such  facts  are  accurate  and
ascertainable.  The  provisions  of this  Section  18.01  shall be  deemed to be
reciprocal with respect to estoppel certificates requested by you to be executed
and delivered by Landlord.

         18.02   SUBORDINATION.   You  are  accepting  this  Lease  subject  and
subordinate  to any mortgage  and/or deed of trust now or at any time  hereafter
constituting  a lien or charge upon the  Building or the  Premises,  without the
necessity of any act or execution of any additional instrument of subordination;
provided,  however,  that if the  mortgagee,  trustee,  or  holder  of any  such
mortgage or deed of trust elects to have your interest in this Lease superior to
any such  instrument,  then by  notice to you from such  mortgagee,  trustee  or
holder, this Lease shall be deemed superior to such lien, whether this Lease was
executed  before or after said mortgage or deed of trust.  You shall at any time
hereafter within ten days of demand, execute any instruments,  releases or other
documents  which may be required by any  Superior  Mortgagee  for the purpose of
evidencing  the subjection  and  subordination  of this Lease to the lien of any
such mortgage or for the purpose of evidencing the  superiority of this Lease to
the lien of any such mortgage as may be the case.

Notwithstanding the preceding,  your subordination  obligation is conditioned on
the  Superior  Mortgagee  agreeing in writing that during the term of this Lease
and any  extended  term  thereof,  so long as you are not in default  under this

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<PAGE>

Lease beyond applicable notice and cure periods, your possession of the Premises
shall not be disturbed and your rights and privileges under this Lease shall not
be diminished or interfered  with by the Superior  Mortgagee upon any proceeding
to foreclose a mortgage, and the Superior Mortgagee will not join you as a party
defendant  in any  proceeding  to  foreclose  the  mortgage  for the  purpose of
terminating the Lease.

Without  limiting the  generality  of the  preceding  paragraph,  after  written
request is made by you from time to time,  Landlord will use reasonable  efforts
to obtain from the then Superior Mortgagee a Subordination,  Non-Disturbance and
Attornment  Agreement in a form reasonably  acceptable to you, provided that you
pay any  Superior  Mortgagee  fees and costs  incurred  in  connection  with the
negotiation  of such  instrument  (to the extent you  request  changes  from the
Superior  Mortgagee's  standard form) and provided that Landlord shall not be in
breach of this Lease if the  Superior  Mortgagee  refuses to change its standard
form.

Landlord represents that except for the mortgage held by the Superior Mortgagee,
there are no mortgages  or ground  leases in effect with respect to the Building
as of the Effective Date.

         18.03 ATTORNMENT.  If a Superior  Mortgagee or any other party succeeds
to the  interest of Landlord  under the Lease in any manner,  including  but not
limited to  foreclosure,  exercise of any power of sale,  succession  by deed in
lieu or other  conveyance (a  "SUCCESSION"),  then upon written  notice from the
Superior  Mortgagee or other party  succeeding to the interest of Landlord under
the  Lease  (the  "NEW  LANDLORD"),  you will  attorn to and be bound to the New
Landlord  upon  such  Succession  and will  recognize  the New  Landlord  as the
landlord  under the Lease.  Such  attornment  is  effective  and  self-operative
without the  execution  of any further  instrument.  Upon the request of the New
Landlord,  you will sign and deliver any  instruments  reasonably  requested  to
evidence  such  attornment.  You waive the  provisions of any statute or rule of
law, now or hereafter in effect, which may give or purport to give you any right
or  election  to  terminate  or  otherwise  adversely  affect the Lease and your
obligations  hereunder as a result of any such Succession.  Upon any Succession,
the New Landlord shall not be (a) liable for any act or omission of the Landlord
under the Lease occurring prior to the Succession  (except for the obligation to
perform  the  improvement  obligations  of  Landlord  pursuant to this Lease and
except for the obligation to perform ongoing  maintenance and repair obligations
of  Landlord  pursuant  to this  Lease),  (b) subject to any offsets or defenses
which you may have against Landlord arising or occurring prior to the Succession
(except that the New  Landlord is required to cure any non monetary  defaults of
Landlord  that  continue  after  a  Succession),  or (c)  bound  by any  rent or
additional  rent which you may have paid to  Landlord  for more than the current
month.

         18.04 SUPERIOR  MORTGAGEE CURE RIGHTS.  No act or failure to act on the
part of Landlord  which would entitle you, under the express terms of this Lease
or by law, to be relieved of your  obligations  under this Lease or to terminate
this Lease,  shall result in a release of such  obligations  or a termination of
this Lease unless,  as to any Superior  Mortgagee  that you have been provided a
notice address for: (i) You have given notice by certified mail,  return receipt
requested, to the Superior Mortgagee;  and (ii) you offer the Superior Mortgagee
an  opportunity  to cure such  default  within  thirty (30) days next  following
receipt of such notice,  or if such default  cannot be cured within thirty days,
to  commence  to cure the  default  within  the thirty day period and to proceed
diligently thereafter to cure the default.

                                       36

<PAGE>

         18.05  REMEDIES.  Your failure to execute any statements or instruments
necessary or desirable to effectuate  the  foregoing  provisions of this Article
within the time  limits  specified  in this  Article  (which time limits are not
subject to any grace period), shall constitute an Event of Default. In the event
of such failure,  Landlord, in addition to any other rights or remedies it might
have, shall have the right by not less than ten (10) days' notice to you, unless
you  cure  such  failure  within  the ten day  period,  to  declare  this  Lease
terminated  and the term  ended,  in which  event  this  Lease  shall  cease and
terminate on the date specified in such notice with the same force and effect as
though  the date set forth in such  notice  were the date  originally  set forth
herein and fixed for the expiration of the term; upon such termination you shall
vacate and surrender the Premises,  but shall remain liable for all  obligations
arising  during the original  stated term as provided in this Lease by reason of
said Event of Default.

                                   ARTICLE XIX
                                 MECHANICS LIENS

         You (the Tenant) shall have no authority, express or implied, to create
or place any lien or  encumbrance of any kind or nature  whatsoever  upon, or in
any manner to bind the  interests  of Landlord in the  Premises or to charge the
rentals payable hereunder for any claim in favor of any person dealing with you,
including those who may furnish  materials or perform labor for any construction
or repairs and nothing  contained  in this Lease shall be construed as a consent
on the part of the  Landlord to subject the estate of the  Landlord to liability
under the  Construction  Lien Law of the State of  Florida,  it being  expressly
understood  that the  Landlord's  estate  shall  not be  subject  to  liens  for
improvements  made by you and each such  claim  shall  affect and each such lien
shall attach to, if at all, only the leasehold  interest  granted to you by this
instrument.  You  covenant  and agree  that you will pay or cause to be paid all
sums  legally  due and  payable  by you on  account  of any labor  performed  or
materials  furnished in  connection  with any work  performed on the Premises on
which any lien is or can be validly and legally  asserted  against its leasehold
interest in the Premises or the improvements  thereon and that you will save and
hold  Landlord  harmless  from any and all  loss,  cost or  expense  based on or
arising out of asserted claims or liens against the leasehold  estate or against
the right, title and interest of the Landlord in the Premises or under the terms
of this Lease. You agree to give Landlord  immediate  written notice if any lien
or encumbrance is placed on the Premises.

Notwithstanding any provision of this Lease relating to improvements, additions,
alterations,  repairs  or  reconstruction  of or to the  Premises,  you  and the
Landlord  each agree and confirm  that:  (i) Landlord has not consented nor will
Landlord  ever  consent  to the  furnishing  of any  labor or  materials  to the
Premises  that  would or may  result in any  mechanic's  or  materialman's  lien
attaching to Landlord's interest in the Premises;  (ii) You are not the agent of
Landlord  for the  purposes of any such  improvements,  additions,  alterations,
repairs  or  reconstruction;  and (iii)  except as  expressly  provided  herein,
Landlord has retained no control over the manner in which any such improvements,
additions, alterations, repairs or reconstruction are accomplished, and has made
no agreement to make or be responsible  for any payment to or for the benefit of
any  person  furnishing  labor or  materials  in  connection  therewith.  No one
furnishing  labor or materials to or for your account shall be entitled to claim
any lien  against the  interest of Landlord in the  Premises  and such  entities

                                       37

<PAGE>

shall look solely to you and your  leasehold  interest  under this Lease for the
satisfaction of any such claims.

You shall be liable for all taxes levied or assessed against personal  property,
furniture or fixtures placed by you in the Premises. If any such taxes for which
you are liable are levied or assessed  against  Landlord or Landlord's  property
and if Landlord  elects to pay the same or if the assessed  value of  Landlord's
property is increased by inclusion of personal  property,  furniture or fixtures
placed by you in the  Premises,  and  Landlord  elects to pay the taxes based on
such increase, you shall pay to Landlord upon demand that part of such taxes.

                                   ARTICLE XX
                                     NOTICES

         Each provision of this Lease with reference to the sending,  mailing or
delivery  of any  notice  shall be  deemed to be  complied  with when and if the
following steps are taken:

         (a) Unless  specifically  stated to the  contrary  in this  Lease,  any
notice,  demand,  request or other  instrument which may be or is required to be
given by you under this  Lease or by law shall be in writing  and sent by United
States  certified  mail,  return  receipt  requested,   postage  prepaid  or  by
recognized  overnight  delivery service,  and shall be deemed to have been given
upon receipt (or refusal of delivery) of same by Landlord; or, if required to be
given by Landlord  under this Lease or by law, such notice,  demand,  request or
other  instrument  shall be in writing and sent by United States certified mail,
return receipt requested,  postage prepaid, or by recognized  overnight delivery
service,  and shall be deemed to have been given  upon  receipt  (or  refusal of
delivery) of same by you; and shall be addressed  (a) if to Landlord c/o Premier
Commercial  Realty,  Inc., 2100 Park Central Boulevard North, Suite 900, Pompano
Beach,  Florida  33064 or at such other  address as Landlord  may  designate  by
written notice, together with copies thereof to such other parties designated by
Landlord; or (b) if to you at the Premises address, Attention:  General Manager,
with a copy of all notices also sent to you at 555 Westbury Avenue, Carle Place,
New York 11514,  Attention:  David H. Brooks, and to 400 Post Avenue, Suite 303,
Westbury, New York 11590,  Attention:  David H. Brooks; or such other address as
you  shall  designate  by  written  notice,  provided,  however,  prior  to  the
Commencement  Date,  notices  shall  be sent  only  to the  foregoing  New  York
addresses (and not to the Premises).

         (b) If and when included within the term  "Landlord",  or "Tenant",  as
used in this instrument, there is more than one person, firm or corporation, all
shall  jointly  arrange  among  themselves  for their joint  execution of such a
notice  specifying some  individual at some specific  address for the receipt of
notices and  payments.  All parties  included  within the terms  "Landlord"  and
"Tenant"  respectively,  shall be bound by notices given in accordance  with the
provisions  of this  paragraph to the same effect as if each had  received  such
notice.

                                   ARTICLE XXI
                                  MISCELLANEOUS

         21.01 Words of any gender used in this Lease shall be held or construed
to include any other gender,  and words in the singular  number shall be held to
include the plural, unless the context otherwise requires.

                                       38

<PAGE>

         21.02 The terms,  provisions and covenants and conditions  contained in
this Lease shall apply to,  inure to the  benefit of, and be binding  upon,  the
parties  hereto  and  upon  their  respective  heirs,   legal   representatives,
successors and permitted assigns, except as otherwise herein expressly provided.
Landlord shall have the right to assign any of its rights and obligations  under
this Lease and Landlord's grantee or Landlord's  successor,  as the case may be,
shall upon such  assignment,  become  Landlord  hereunder,  thereby  freeing and
relieving  the grantor or  assignor,  as the case may be, of all  covenants  and
obligations  of  Landlord  hereunder  so long as the  grantee or  successor  has
assumed in writing Landlord's  obligations  hereunder arising from and after the
date of transfer.  Nothing herein  contained  shall give any other tenant in the
Building any  enforceable  rights either against  Landlord or you as a result of
the covenants and obligations of either party set forth herein. If there is more
than one tenant, your obligation shall be joint and several. Any indemnification
of  Landlord  shall also  include or be  exercisable  by  Landlord's  agents and
employees.

         21.03 The captions  inserted in this Lease are for convenience only and
in no way define, limit or otherwise describe the scope or intent of this Lease,
or any provision hereof, or in any way affect the interpretation of this Lease.

         21.04 This Lease  constitutes  the entire  understanding  and agreement
between you and the Landlord  with respect to the subject  matter of this Lease,
and  contains  all of the  covenants  and  agreements  of Landlord  and you with
respect thereto.  You and the Landlord each acknowledge that no representations,
inducements, promises or agreements, oral or written, have been made by Landlord
or you, or anyone  acting on behalf of Landlord or you,  which are not contained
herein, and any prior agreements, promises, negotiations, or representations not
expressly set forth in this Lease are of no force or effect. You have not relied
upon any representation of Landlord or its agents, other than items contained in
this Lease, as an inducement to enter into this Lease. No alteration, amendment,
change or addition to this Lease  shall be binding  upon  Landlord or you unless
reduced  to  writing  and  signed  by each  party  (which  signatures  may be by
facsimile  transmission and such facsimile transmission shall be deemed to be an
original  as to any such  alteration,  amendment,  change  or  addition  to this
Lease).

         21.05 All of your  obligations not fully performed as of the expiration
or earlier termination of the term of this Lease shall survive the expiration or
earlier  termination  of the term,  including  without  limitation,  all payment
obligations  with respect to Operating Costs and all obligations  concerning the
condition of the Premises.  Upon the  expiration or earlier  termination  of the
term,  and prior to you  vacating  the  Premises,  you shall pay to Landlord any
amount  reasonably  estimated  by Landlord  as  necessary  to put the  Premises,
including without limitation heating and air conditioning  systems and equipment
therein,  in its Exit  Condition.  Any work  required to be done by you prior to
your vacation of the Premises  which has not been  completed upon such vacation,
shall be completed by Landlord and billed to you at cost, which cost may include
any  reasonable  construction  management fee required to be paid by Landlord to
Landlord's property manager. All such amounts shall be used and held by Landlord
for  payment  of your  obligations  hereunder,  with you  being  liable  for any
additional  costs  therefore  upon demand by Landlord,  or with any excess to be
returned to you after all such  obligations  have been determined and satisfied,
as the case may be.

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<PAGE>

         21.06  If any  clause,  provision  or  portion  of  this  Lease  or the
application   thereof  to  any  person  or  circumstance  shall  be  invalid  or
unenforceable  under  applicable  law,  such event shall not  affect,  impair or
render  invalid  or  unenforceable  the  remainder  of this  Lease nor any other
clause, phrase, provision or portion hereof, nor shall if affect the application
of any  clause,  phrase,  provision  or  portion  hereof  to  other  persons  or
circumstances, and it is also the intention of the parties to this Lease that in
lieu of each such phrase,  provision or portion of this Lease that is invalid or
unenforceable,  there  be  added  as a part of this  Lease,  a  clause,  phrase,
provision or portion which is valid.

         21.07  Submission of this Lease shall not be deemed to be a reservation
of the Premises. Landlord shall not be bound hereby until its delivery to you of
an executed copy hereof signed by Landlord,  already  having been signed by you,
and until such  delivery  Landlord  reserves  the right to exhibit and lease the
Premises to other prospective  tenants.  Execution of this Lease by you shall be
irrevocable  for a  period  of five  (5)  business  days  immediately  following
delivery to Landlord.  Notwithstanding anything contained herein to the contrary
Landlord may withhold delivery of possession of the Premises from you until such
time as you have paid to Landlord the first month's Rent as required  hereunder,
and the  Security  Deposit  required  hereunder  and  delivered  to Landlord the
certificate(s) of insurance required to be provided by you hereunder.

         21.08  Whenever a time period is prescribed for action to be taken by a
party,  such party shall not be liable or  responsible  for,  and there shall be
excluded  from the  computations  for any such time  period,  any  delays due to
causes  beyond the  control  of such  party,  provided,  however,  that  nothing
contained in this  paragraph  shall be construed to extend the required  date of
payment  or any  grace  period  for any  payment  of Rent or any  other  payment
required  to be paid  pursuant  to this  Lease or to extend  the last day that a
Renewal  Notice may be timely  delivered or extend the Required Phase 1 Delivery
Date or  Required  Phase 2  Delivery  Date  beyond  the dates  specified  in the
definitions of same.

         21.09 If you are not a  publicly  traded  company  (or if this Lease is
guaranteed by a guarantor, if the guarantor is not a publicly traded company)and
if Landlord desires to finance, refinance, or sell the Building, the Development
or any part  thereof,  you agree to, at the request of Landlord,  deliver to any
potential lender or purchaser  designated by Landlord such financial  statements
of yours as may be reasonably  required by such lender or  purchaser,  including
but not  limited to your  financial  statements  for the past 3 years.  All such
financial  statements shall be received by Landlord and such lender or purchaser
in confidence and shall be used only for the purposes herein set forth.

         21.10 Each party  represents  and warrants to the other that such party
has  dealt  with no  broker,  agent or other  person  in  connection  with  this
transaction,  and that no  broker,  agent or other  person  brought  about  this
transaction,  other than  Landlord's  Broker and Tenant's  Broker and each party
agrees to  indemnify  and hold the other  harmless  from and against any and all
claims to pay any other broker,  agent or other person  claiming a commission or
other form of compensation by virtue of having dealt with such party with regard
to this leasing transaction.

         21.11  Landlord  and you  each  waive  trial  by  jury  in any  action,
proceeding or counterclaim brought by either of the parties against the other on

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any  matter  arising  out  of or in any  way  connected  with  this  Lease,  the
relationship of Landlord and you or your use and occupancy of the Premises.

         21.12 Notwithstanding anything to the contrary contained in this Lease,
if any party  brings an action or  proceeding  to  enforce  the terms  hereof or
declare rights  hereunder,  the prevailing party in any such proceeding shall be
entitled to  reasonable  attorneys'  fees and court costs at all levels  before,
during and after trial, and on appeal.

         21.13 This Lease may be  executed  in  multiple  counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
and the same document.

         21.14 The parties acknowledge that each has read this Lease,  consulted
with an attorney  regarding its terms,  and agrees with its terms as though that
party had drafted this Lease itself.  The parties agree that although this Lease
was, by  necessity,  printed and assembled by Landlord and drafted by Landlord's
attorney,  this Lease reflects the terms as agreed to by the parties and that if
a term or provision of this Lease is considered  ambiguous,  neither party shall
be  considered  the draft  person for the  purpose of causing  the terms of this
Lease to be construed against that party.

         21.15 This Lease shall be construed in accordance  with and governed by
the laws of the State of Florida.

         21.16 If either  Landlord or you excuses or condones any default by the
other of any  obligation  under this  Lease,  this shall not be a waiver of such
obligation in respect of any continuing or subsequent default and no such waiver
shall be implied.

         21.17  Neither  party  shall  record  this  Lease.  However,  after the
execution  of this  Lease,  the  parties  shall  execute  in  recordable  form a
Memorandum  of Lease in form and content  reasonably  acceptable to both parties
hereto (but not to include the Rent payable  hereunder) and Landlord  shall,  at
its expense,  record such  memorandum in the Public  Records of Broward  County,
Florida.  Such  memorandum  shall  appoint  Landlord as your attorney in fact to
execute and record a termination if the term of this Lease expires or is earlier
terminated.

                                  ARTICLE XXII
                            PUBLIC ACCOMMODATION LAWS

         Responsibility  for  compliance of the Premises with any and all Public
Accommodation  Laws is  hereby  allocated  among the  parties  as  follows:  (i)
Landlord  shall be  responsible  for  providing  that the  Common  Areas and the
Interior  Modifications are in compliance with the Public  Accommodations  Laws;
and (ii) you shall be responsible for compliance with the Public  Accommodations
Laws with  respect to any special use of the Premises by you and with respect to
any  alterations  or  improvements  made to the  Premises  by you.  You agree to
complete any and all alterations,  modifications or improvements to the Premises
necessary in order to comply with all Public  Accommodation Laws during the term
of this Lease if the  responsibility  for  compliance  has been allocated to you
under this  Section.  Each party shall  indemnify,  defend and hold harmless the

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<PAGE>

other from and against any and all claims, liabilities, fines, penalties, losses
and expenses,  including attorneys fees, arising in connection with such party's
failure  to  comply  with  the  provisions  of  this  Section.  Notwithstanding,
Landlord's  indemnification  obligation  under this Section shall not be binding
upon a Superior Mortgagee or the successor or assign of a Superior Mortgagee for
acts  occurring  prior to such Superior  Mortgagee or the successor or assign of
such Superior Mortgagee becoming landlord hereunder.

                                  ARTICLE XXIII
                              ENVIRONMENTAL MATTERS

         23.01  ENVIRONMENTAL  MATTERS.  You hereby agree that:  (i) no activity
will be  conducted on the Premises  that will produce any  Hazardous  Substance,
except for such activities that are part of the ordinary course of your business
(the "PERMITTED Activities") provided said Permitted Activities are conducted in
accordance with all  Environmental  Laws and provided that you have obtained all
applicable  permits  and  licenses;  (ii) the  Premises  will not be used in any
manner for the  storage of any  Hazardous  Substances  except for the  temporary
storage of such materials that are used in the ordinary  course of your business
(the  "PERMITTED  MATERIALS")  provided  such  Permitted  Materials are properly
labeled  and stored in a manner and  location  meeting all  Environmental  Laws;
(iii) no portion of the Premises or the common areas of the Development  will be
used by you as a landfill or dump;  (iv) You will not  install  any  underground
tanks of any type in the common areas of the Development; (v) You will not cause
any  surface  or  subsurface  conditions  to exist or come into  existence  that
constitute,  or with the  passage  of time may  constitute,  a public or private
nuisance;  (vi) You will not bring any Hazardous  Substances  onto the Premises,
except for the Permitted  Materials and if so brought or found located  thereon,
the same shall be immediately  removed,  with proper disposal,  and all required
cleanup procedures shall be diligently  undertaken pursuant to all Environmental
Laws.  If, at any time during or after the term of this Lease,  the  Premises is
found  to be so  contaminated  or  subject  to said  conditions,  you  agree  to
indemnify  and  hold  Landlord  harmless  from  all  claims,  demands,  actions,
liabilities, costs, expenses, damages and obligations of any nature arising from
or as a result of the use of the Premises by you. The foregoing  indemnification
shall survive the termination or expiration of this Lease.

         23.02 ENVIRONMENTAL AUDIT; RIGHT OF ENTRY. Not more than one time every
two years  (except if Landlord has reason to believe that a bona fide  violation
of  Environmental  Laws exists at the Premises in which case the foregoing  time
limitation  shall not apply)  Landlord  shall  have the right to require  you to
undertake and submit to Landlord an  environmental  audit from an  environmental
company approved by Landlord,  which audit shall cover your compliance with this
Section.  You shall promptly comply with all requirements of such audit and cure
all  matters  raised  therein  at your  sole  cost.  You  agree  to grant to all
interested governmental agencies reasonable access to the Premises to the extent
required by applicable  Environmental Laws.  Notwithstanding the preceding,  the
cost of the  environmental  audit will be paid for by Landlord except and unless
the  environmental  report  reflects one or more breaches of your  environmental
covenants  under  this  Lease  requiring  you  to  expend  at  least  $7,500  in
remediation efforts.

         23.03 RADON GAS. Radon is a naturally  occurring  radioactive gas that,
when it has  accumulated  in a building in  sufficient  quantities,  may present

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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 health department.

                                  ARTICLE XXIV
                                 SPECIAL MATTERS

         24.01 LANDLORD  REPRESENTATIONS.  Landlord represents to you that as of
the  Effective  Date:  (a) there are no pending or, to the actual  knowledge  of
Landlord   without  duty  of  independent   inquiry,   threatened   condemnation
proceedings or actions affecting the Realty or any portion of the Building;  (b)
there are no pending or, to the actual  knowledge  of Landlord  without  duty of
independent  inquiry,  threatened  legal  proceedings  or actions  affecting the
Realty or Landlord's interest therein;  (c) Landlord has not received notice nor
has Landlord any actual  knowledge  without duty of  independent  inquiry of any
uncured  violation  of  any  applicable  laws,  codes,  ordinances,   rules,  or
regulations  affecting  any part of the Realty;  and (d)  Landlord has no actual
knowledge,  without duty of independent inquiry,  that the Realty (including the
surface water, ground water, and any improvements) is not in compliance with the
applicable Environmental Laws.

         24.02 ROOFTOP RIGHTS.  Subject to any approvals required by the City or
any other applicable  governmental  entity, at no rental cost to you, during the
term of this  Lease you shall  have the right to  install  and  maintain  on the
Building's roof, a satellite dish. The location of the installation  shall be at
a location reasonably approved in advance by Landlord. Any costs associated with
the installation  and maintenance  shall be your  responsibility,  including any
applicable  permit  costs.  All  such  installations  shall  be in  accord  with
applicable  codes,  regulation,  rules  and  ordinances  and you  shall  pay for
Landlord's  roofer to observe the  installation.  Any satellite  dish  installed
pursuant to this Section must be removed by you at your sole cost and expense no
later than at the  termination or expiration of the Lease  including the cost of
Landlord's  roofer  inspecting the removal.  In addition,  at your sole cost and
expense and during any period of time in which  there is a hurricane  warning in
effect for the area in which the  Building  is  situated,  you will  temporarily
remove or otherwise  dismantle  the satellite  dishes.  No part of the installed
rooftop  satellite  dish may extend above the parapet wall of the Building or be
visible from ground level.

         24.03 CORPORATE GUARANTY. Your obligations under this Lease are secured
by a separate  Guaranty of Lease to be entered into by DHB  Industries,  Inc., a
Delaware corporation.

         24.04 CONSENT OR APPROVAL. Wherever in this Lease a party's approval or
consent is required,  then unless otherwise expressly provided for herein to the
contrary,  such consent or approval shall not be unreasonably withheld,  delayed
or conditioned.  Whenever the provisions of this Lease allow the Landlord or you
to perform or not perform  some act at their  option or in their  judgment,  the
decision  of the  Landlord  or you to  perform or not  perform  such act must be
reasonable  unless  otherwise  expressly  provided  for herein to the  contrary,
provided, however, that nothing contained in this sentence shall be construed to
require  Landlord  to provide  security,  whether  such  omission  of  providing
security services is reasonable or not.

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         24.05   SUBORDINATION   OF  STATUTORY  LIEN  RIGHTS.   Landlord  hereby
subordinates  in favor of your working  capital  lenders and, as to a particular
piece of equipment,  the equipment  lessor of such  equipment,  any statutory or
common liens for rent (other than judgement liens).  Although such subordination
is hereby deemed to be automatic and self executing,  Landlord agrees to execute
such  instruments  as may be  reasonably  required  from time to time, in a form
reasonably  acceptable to Landlord,  confirming  such  subordination,  provided,
however, nothing contained herein shall be construed to require Landlord to give
access to the Premises to such working capital lender or equipment lessor beyond
the tenth day after the expiration or earlier termination of the term.

Each and  every  term and  provision  of this  Lease and all  exhibits  attached
hereto, is agreed to by you, the Tenant, on                    , 2003.

                                          POINT BLANK BODY ARMOR, INC., a
                                          Delaware corporation
(Witnesses as to Tenant)



                                          By:
                                          Print Name:
                                          Print Title:




Each and  every  term and  provision  of this  Lease and all  exhibits  attached
hereto, is agreed to by the Landlord on                , 2003.

                                          ATLANTIC BUSINESS CENTER L.C.,
                                          a Florida limited liability company
(Witnesses as to Landlord)




                                          By:



                                          By:


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<PAGE>

EXHIBITS TO ATTACH:

Exhibit A ......... Site Plan of Development
Exhibit B .........  Construction Phasing Plan
Exhibit C .........  Space Plan and Scope of Work
Exhibit D ......... Moveout Standards
lpremier.abc.dhindustries.draft9




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