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                                                                   Exhibit 10.17
                                  OFFICE LEASE

This Lease is made this 20 day of MARCH, 2000 by and between BOCA II ASSOCIATES,
LTD., a Florida limited partnership ("LANDLORD") and MACKENZIE INVESTMENT
MANAGEMENT, INC., a DELAWARE CORPORATION ("TENANT").

                                   WITNESSETH:
BASIC LEASE PROVISIONS:

1.1.      Project Name:          First Union Plaza

          The Project includes: An office building designated as Building Two
          (Building Two is also referred to herein as the "Building"), a bank
          building designated as Building One (Building One and Building Two
          collectively referred to as the "Office Property"), a parking garage
          facility, and the land and other improvements within the Project
          boundaries. The term Project does not include any residential
          property.

          Project Boundaries:    See Exhibit A

          Address:               925 South Federal Highway - as to Building Two
                                 Boca Raton, Florida 33432

          Building:              Two

          Unit/Suite No.:        TBD

          Floor:                 The entire 4th, 5th & 6th

1.2.      Area of Premises: Approximately 40,786 rentable square feet as
          reflected on the floor plan attached hereto as Schedule 1. (said Area
          shall be adjusted in the event the final plans and specifications or,
          only to the extent provided in this Section 1.2, the as-built
          condition for the Premises reflect an alternate rentable square
          footage). After Landlord's completion of the Building, the area of the
          Premises and the Building shall be measured by Landlord's architect at
          Landlord's sole expense using the BOMA ANSI Z65.1 1996 measurement
          standards as further limited by Landlord's representation to Tenant
          that the common area loss factor of the Building shall not exceed 12%,
          and Landlord's architect shall certify the accuracy of such
          measurements to Tenant. If Landlord's architect determines that in
          fact the Premises contain less than 40,786 square feet of rentable
          area (or if Tenant causes the Premises to be re-measured by its
          architect and determines a 5% or greater error in the measurement by
          Landlord's architect, in which case Landlord shall reimburse Tenant
          for its out-of-pocket costs in re-measuring the Premises), Base Rent
          and Tenant's Percentage Share shall be ratably reduced. If the
          Premises contain more than 40,786 square feet of rentable area, there
          shall be no adjustment to Base Rent and Tenant's Percentage Share.
          Notwithstanding anything herein to the contrary, in no event will be
          Premises be deemed to contain more rentable area than results by
          multiplying the usable area (as determined by BOMA ANSI Z65.l 1996) of
          the Premises not including the bathrooms and increasing such usable
          area by 12%.


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1.3.      Tenant's Percentage Share: 46.08% (said Percentage Share shall be
          adjusted in the event the rentable area of the Building or the Project
          is other than as stated herein or is increased or decreased).

          Based upon Premises of 40,786 rentable square feet in Building Two,
          which contains approximately 88,509 rentable square feet.

1.4.      Commencement Date of Lease: March 1, 2001 subject to the Landlord
          delivering Tenant possession of the Premises in shell condition four
          (4) months prior to Commencement Date, subject to extension for Force
          Majeure or Tenant Delay ("Delivery Date"). Said four (4) month period
          is referred to as the Construction Period. Provided, however, if the
          Delivery Date (defined below) does not for any reason including Force
          Majeure (but excluding Tenant Delay) occur by the Outside Date
          (defined as January 1, 2001), Tenant shall, as its sole and exclusive
          remedy, be entitled to either (i) cancel this Lease by notice to
          Landlord given within 20 days after the expiration of the Outside
          Date, in which case Landlord shall have no further liability to Tenant
          or (ii) extend the Outside Date for a thirty (30) day period. Tenant's
          right to cancel this Lease or extend the Outside Date (as extended)
          shall continue for successive thirty (30) day periods until the
          Delivery Date has occurred. Shell condition means that all of the
          following have occurred: (i) substantial completion all of Landlord's
          Building Standard Improvements have been fully completed but for punch
          list items that do not materially or adversely interfere with or delay
          performance or completion of Initial Tenant Improvements (such
          capitalized terms are defined in the Construction Rider attached to
          this Lease); and (ii) if Tenant cannot obtain a building permit for
          the Initial Tenant Improvements because Landlord's Building Standard
          Improvements have not been completed or by reason of any outstanding
          permit or approval related to the Project or the Building ("Tenant
          Building Permit Condition"), then Shell condition shall not occur
          until Landlord has remedied the situation. The Commencement Date shall
          be delayed by the number of days (not to exceed 3 months) in which
          completion of the Initial Tenant Improvements is delayed due to Force
          Majeure and Landlord Delay, but in no event shall the Commencement
          Date be extended for Tenant Delays. The Commencement Date shall also
          be delayed based on the number of days in which issuance of a
          certificate of occupancy for the Premises following completion of the
          Initial Tenant Improvements is delayed on account of there not having
          been issued such necessary governmental approvals as are a condition
          precedent to Tenant receiving a certificate of occupancy for the
          Premises. Landlord Delay includes without limitation the following
          (but only to the extent, and only for such period, that the event
          actually causes a delay in completion of the Initial Tenant
          Improvement): failure of Landlord (i) to deliver the detailed Building
          drawings (including mechanical, electrical, structural and plumbing)
          to Tenant, at Landlord's expense, within 15 days after the date of
          this Lease; (ii) to construct Landlord's Building Standard
          improvements in compliance with Laws as of the Delivery Date; (iii) to
          correct any latent defects in Landlord's Building Standard
          Improvements; (iv) to construct in accordance with approved detailed
          Building drawings, subject to changes which do not materially or
          adversely effect Tenant's use or occupancy of the Premises or
          construction of the Initial Tenant Improvements and any other
          modification approved in writing by Tenant or required by Law (v)
          material discrepancies between the Building drawings submitted to
          Tenant and the actual as-built condition of Landlord's Building
          Standard Improvements and the Premises.

1.5.      Expiration Date of Lease: The last day of the Lease Term. The Lease
          term is a period of One Hundred and Forty Four (144) months commencing
          on the Rent Commencement Date, as such Lease Term may be extended in
          accordance with this Lease.

1.6.      Rent Commencement Date: the earlier of (i) Commencement Date of Lease
          or (ii) when Tenant opens for business; but in no event will the
          Commencement Date be sooner than March 1, 2001.





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1.7.      Base Rent: $856,506.00 per year OR $ 21.00 per rentable square foot
          per year, payable in equal monthly installments of $71,375.50 per
          month, subject to rental adjustment as hereinafter provided. In
          addition to Base Rent, Tenant shall pay Operating Expense Rent in
          accordance with Paragraph 1.14 & 6.1. Notwithstanding the foregoing,
          Landlord will abate the Base Rent for 28,624 rentable square feet for
          the initial six (6) months of the lease term. Total base rental
          abatement is $300,552.

1.8.      Security Deposit: None

1.9.      Permitted Use: Tenant has the use of Premises for general office
          purposes only. Landlord agrees not to lease any space (within Building
          Two) over 7,500 rentable square feet to any company or corporation
          whose primary business is in the sale or administration of mutual
          funds. Landlord warrants and represents that it (i) has not entered
          into any agreement or other undertaking that would in any way
          preclude, limit or restrict Tenant's permitted use including Tenant's
          sale and administration of mutual funds and (ii) is not aware of any
          such agreement, undertaking or restriction of record encumbering the
          Building that would in any way preclude, limit or restrict Tenant's
          sale and administration of mutual funds.

1.10.     Trade Name: Ivy Mackenzie or any other name under which Tenant or any
          permitted assignee or subtenant chooses to operate.

1.11.     Parking Spaces: Landlord shall make available to Tenant without charge
          a number of unreserved and unassigned parking spaces within the
          Parking Garage equal to 2.5 parking spaces for every 1,000 square feet
          of the Premises and any additional space leased by Tenant, without
          charge to Tenant. Additionally, Tenant hereby agrees to pay Landlord
          for reserved and assigned parking spaces equal to 1 parking spaces
          within the Parking Garage for every 1,000 square feet of the Premises
          and any additional space leased by Tenant, at a charge of $50.00 per
          parking space per month throughout the term of the Lease, which
          payment shall be due and payable at the time of payment of Base Rent
          and shall be considered additional rent due under this Lease. The
          location of the reserved parking spaces shall be mutually agreed to by
          Tenant and Landlord. Tenant acknowledges and agrees that the parking
          in the Project Garage is on a co-usage basis with other owners and
          permitted users in the Project, except that Tenant's reserved parking
          spaces in the Project Garage shall be available for its exclusive use
          between the hours 8:00 a.m. and 6:00 p.m., Monday through and
          including Friday, excluding any and all municipally recognized
          holidays (the "Normal Parking Hours"). After Normal Parking Hours,
          fifty percent (50%) of the reserved parking allocated to Tenant shall
          remain available for Tenant's exclusive use and the remaining fifty
          percent (50%) of the reserved and one hundred percent (100%) of the
          unreserved parking allocated to Tenant shall be on a co-usage basis
          with other owners and permitted users in the Project, subordinate to
          the rights of the adjoining residential development and subject to
          availability. Notwithstanding the foregoing, Landlord will abate the
          reserved parking additional rent for the initial twelve (12) months of
          the lease terms. Total parking additional rent abatement is $24,000.

1.12.     Late Charges: The parties agree that late payment by Tenant to
          Landlord of rent will cause Landlord to incur costs not contemplated
          by this Lease, the amount of which is extremely difficult to
          ascertain. Therefore, the parties agree that if any installment of
          rent is not received by Landlord within Five (5) days after rent is
          due, Tenant will pay to Landlord a sum equal to ten percent (10%) as a
          percentage of the delinquent monthly payment as a late charge;
          provided, however, that no more than once in any calendar year,
          Landlord agrees to waive its right to collect such late charge on such
          payment of rent if such payment is made no later than the fifth (5th)
          day after Landlord delivers to Tenant written notice of such late
          payment. In addition all





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          rental and other charges due hereunder which are not paid when due
          shall bear interest from the due date until paid at the Default Rate.

1.13.     Rental Adjustment(s) during initial term, commencing on the first
          anniversary of the Rental Commencement Date (subject to modification
          as set forth in Section 1.2 above):

                  ADJUSTMENT DATE                 ADJUSTED MONTHLY RENT
                  ---------------                 ---------------------
                  YEAR 2                                $73,074.91
                  YEAR 3                                $74,774.33
                  YEAR 4                                $76,473.75
                  YEAR 5                                $78,173.16
                  YEAR 6                                $79,872.58
                  YEAR 7                                $81,572.00
                  YEAR 8                                $83,271.41
                  YEAR 9                                $84,970.83
                  YEAR 10                               $86,670.25
                  YEAR 11                               $88,369.67
                  YEAR 12                               $90,069.08

1.14.     Calculation of Operating Expense Rent: Landlord estimates that the
          Operating Expense Rent will be $8.75 per rentable square foot for Year
          One (1) of the Term of the Lease. See PARAGRAPH 6.

          Notwithstanding the foregoing, Landlord will abate the operating
          expense rent for 28,624 per rentable square feet for the initial six
          (6) months of the lease term. Total operating expense rent abatement
          is $125,230.

          Notwithstanding the foregoing the operating expense rent will be
          capped as to not exceed $8.75 per rental square feet for the first
          twelve months of the lease term. Also, Landlord will cap controllable
          operating expenses as to not exceed a sum greater than five percent
          (5%) over the preceding twelve (12) months of the term. Controllable
          expenses do not include real state taxes, property and casualty
          insurance and utilities.

1.15.     Guarantee is purposely omitted.



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1.16.    Address for payment of rent and notices:

<TABLE>
<CAPTION>
        Landlord:                                                Tenant:
<S>                                                              <C>
        Boca II Associates, Ltd.                                 Mackenzie Investment Management, Inc.
        3348 Peachtree Road                                      700 South Federal Highway
        Suite 675                                                Suite 300
        Atlanta, Georgia 30326                                   Boca Raton, FL 33432
        Attn: Accounts Payable                                   Attention: Bill Ferris
        Phone: (404) 995-8170                                    Phone: (561) 393-8900
        Fax:   (404) 995-8171                                    Fax:   (561) 368-3576

        Copies of all notices shall be sent to:                  Copies of all notices shall be sent to:

        Songy Partners Realty, Ltd.                              Mackenzie Investment Management, Inc.
        998 South Federal Highway                                700 South Federal Highway
        Suite 200                                                Suite 300
        Boca Raton, Florida 33432                                Boca Raton, FL 33432
        Attn: Property Manager                                   Attention: Paula Wolfe
        phone (561) 750-1770                                     Phone: (561) 393-8900
        fax   (561) 750-1779                                     Fax:   (561) 368-3576

                                                                 Irwin I. Fayne, Esq.
                                                                 Holland & Knight LLP
                                                                 I East Broward Boulevard Suite 1300
                                                                 Fort Lauderdale, Florida 33301
                                                                 phone (954) 525-1000
                                                                 fax   (954) 463-2030


</TABLE>

1.17.    Broker: The Brokers are: Songy Partners Realty, Ltd. and Cushman &
         Wakefield of Florida, Inc. and Landlord will bear the cost of the
         commission payable to Broker in connection with this Lease. Landlord
         and Tenant warrant and represent to each other that they have not
         consulted or negotiated with any broker or finder with regard to the
         Premises or this Lease other than Broker. If either party shall be in
         breach of the foregoing warranty, such party shall indemnify the other
         against any loss, liability and expense (including attorneys' fees and
         court costs) arising out of claims for fees or commissions from anyone
         having dealt with such party in breach.

2.       DEFINITIONS: Unless the context otherwise specifies or requires, the
         following terms will have the meanings set forth below:

2.1.     COMMON AREAS: All areas and facilities outside the Premises and within
         the exterior boundaries of the Project that do not consist of rentable
         area and that are provided and designated by Landlord, in sole and
         absolute discretion from time to time, for the general use and
         convenience of Tenant and other tenants of the Project and their
         authorized representatives, invitees and the general public. Common
         Areas are areas within and outside of the Building in the Project,
         such as common entrances, lobbies, pedestrian walkways, patios,
         landscaped areas, sidewalks, service corridors, elevators, restrooms
         (other than those entirely within any tenant's leased premises),
         stairways, decorative walls, plazas, loading areas, roads, and parking
         areas (including the parking garage, the use of which is shared by the
         owners, tenants and occupants of the real property which is adjacent
         to the Project). Notwithstanding the foregoing, only for purposes of
         Landlord's





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          obligations to maintain and effect compliance with laws, but not for
          purposes of affording rights of use with respect to persons or
          entities other than Tenant and its invitees, the Common Areas shall
          also include bathrooms located in the Premises.

2.2.      OPERATING EXPENSES: All costs of operating, servicing, administering,
          repairing and maintaining the Building (excluding costs paid directly
          by Tenant and other tenants in the Project or otherwise reimbursable
          to Landlord). In addition, Operating Costs shall include approximately
          86.50% of the cost of operating, servicing, administering, repairing
          and maintaining the Common Areas of the Office Property including but
          not limited to the landscaping within the Office Property and
          approximately 42.40% (apportioned to the Building) for the cost of
          operating, servicing, administering, repairing and maintaining the
          parking lot and/or garage within the Project boundaries (the "Project
          Costs"). The proportionate share as used in the preceding sentence
          shall be calculated using a fraction, the numerator of which is the
          rentable area of the Building and the denominator of which is the
          leasable area of all existing and planned improvements in the Project
          and the adjoining residential development (leasable area includes
          without limitation rentable area of office buildings and floor area of
          the residential units, as applicable). All costs of operating,
          servicing, administering, repairing and maintaining the Project that
          are within the definition of Project Expenses include any reasonable
          and necessary costs of operation, maintenance and repair, computed in
          accordance with generally accepted accounting principles applied on a
          consistent basis ("GAAP"), and will include, by way of illustration,
          but not limitation the following (only as used in the definition of
          Project Expenses for items (i) through (iv) below, the term "Project"
          does not include Building One):

                   (i) all costs of managing, operating and maintaining the
                   Project, including, without limitation, wages, salaries,
                   fringe benefits and payroll burden for employees utilized in
                   the day to day operation of the Project; public liability,
                   flood, windstorm property damage, rent loss, all risk and all
                   other insurance premiums typically maintained for other
                   comparable properties in downtown Boca Raton Florida and paid
                   by Landlord with respect to the Project; heating, air
                   conditioning and ventilating ("HVAC") for the Building and
                   the building engineer's office located within the parking
                   garage, water, sewer, and electric utility charges (other
                   than with respect to utilities separately metered and paid
                   directly by Tenant or other tenants); the cost of contesting
                   the validity or amount of real estate and personal property
                   taxes and other Taxes or any governmental requirements;
                   janitorial services; access control; window cleaning;
                   elevator maintenance; fire detection and security devices and
                   services; gardening and landscape maintenance; trash,
                   rubbish, garbage and other refuse removal; pest control;
                   painting; facade maintenance; repairs, replacement, and
                   maintenance of personal property, fixtures, and improvements
                   in the Common Areas; lighting including light bulbs (it being
                   understood that due to inclusion of this item, Landlord
                   agrees to replace building standard light bulbs in the
                   Premises); exterior and partition (demising) wall repairs;
                   routine roof maintenance needed to continue roof warranties
                   including but not limited to the cost of a roof maintenance
                   agreement (however, this shall not include any repairs
                   contemplated by the roof warranty or replacement costs);
                   maintenance of all steam, water and other water retention and
                   discharging piping, culverts, fountains, pumps, weirs, lift
                   stations, catch basins and other areas and facilities whether
                   or not on-site; repair and repainting of sidewalks and roads
                   due to settlement and potholes and general repairs, sealing,
                   striping, blacktopping and maintenance but not resurfacing of
                   parking areas (including the parking garage); sanitary
                   control; depreciation of machinery and equipment used in any
                   of such maintenance and repair activities; management fees
                   not in excess of 4.5% of rents (Landlord agrees that
                   management fees will be in lieu of any administrative fees or
                   overhead); road sidewalk and driveway maintenance other than
                   resurfacing; and all other Project maintenance, repairs and
                   insurance.



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                   (ii) the costs (amortized over the useful life of the item in
                   question together with a reasonable finance charge in
                   accordance with GAAP) of any capital improvements made to the
                   Building by Landlord for the purpose of reducing Operating
                   Expenses but only to the extent of actual savings achieved in
                   Operating Expenses (provided, however, the limitation that
                   such costs be limited to the actual savings achieved in
                   Operating Expenses shall be inapplicable to any capital item
                   for which Landlord obtains Tenant's prior written approval,
                   which approval shall not be unreasonably withheld,
                   conditioned or delayed);

                   (iii) the costs of supplies, materials and tools;

                   (iv) all real and personal property taxes (but not including
                   any personal property taxes levied with respect to any
                   personal property other than Landlord's located in the
                   Project), assessments (whether they be general or special and
                   whether they be imposed by any state, federal, local or
                   governmental body or special district), sewer rents, rates
                   and charges, transit taxes, taxes based upon the receipt of
                   rent (except to the extent paid directly by tenants to
                   Landlord) and any other federal, state or local government
                   charge, general, special, ordinary or extraordinary (but not
                   including income taxes), which may now or hereafter be levied
                   or assessed against the land upon which the Project stands,
                   benefiting the Project or the Project for such year or the
                   furniture, fixtures, machinery, equipment, apparatus, systems
                   and appurtenances used in connection with the Project or the
                   operation thereof (the "TAXES"). Notwithstanding the
                   foregoing, Taxes shall not include penalties, fines, late
                   charges.

Except as provided above, Operating Expenses shall not include:

          (a) depreciation on the Project or any Common Areas;

          (b) costs of space planning, tenant improvements, marketing expenses,
          finders fees and real estate broker commissions or any other work with
          respect to the leasing of rentable area;

          (c) any and all expenses reimbursable either by an insurer, condemnor
          or other person or entity, and any and all expenses for which Landlord
          is reimbursed or entitled to reimbursement by a tenant in the Project
          pursuant to a lease provision in such tenant's lease and any expenses
          attributable to the parking garage for which Landlord is reimbursed by
          the owner of the adjacent parcel which shares use of such garage;

          (d) salaries for personnel above the grade of property manager(s) and
          engineer(s);

          (e) costs in connection with services or benefits of a type which are
          not provided to Tenant, but are provided to another tenant or
          occupant;

          (f) mark-ups on electricity and condenser cooling water for heat pumps
          in excess of Landlord's costs therefor;

          (g) Landlord's general overhead and administrative expenses;

          (h) cost of repair or other work necessitated by the gross negligence
          or willful misconduct of Landlord or Landlord's employee's contractors
          or agents.

          (i) the cost of repairs or replacements (a) necessitated by the
          exercise of the power of eminent domain or (b) incurred by reason of
          fire or other casualty.

          (j) costs incurred in connection with the sale, financing or
          refinancing of the Building (including mortgage debt), and rent
          payable under any lease to which this Lease is or may become subject.



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          (k) costs incurred in negotiating or enforcing leases against tenants
          (or prospective tenants), including attorneys' fees.

          (l) advertising and promotional expenditures, and costs of signs in or
          on the Building identifying the owner of the Building or other
          tenants' signs, other than Building standard signage of the type
          offered to tenants.

          (m) the incremental cost of furnishing services such as non-Business
          Hours HVAC to any tenant and costs incurred in performing work or
          furnishing services for individual tenants.

          (n) costs incurred by Landlord due to the violation by Landlord or any
          tenant of the terms and conditions of any lease for space in the
          Building.

          (o) compensation paid by Landlord to persons engaged in commercial
          concessions operated by Landlord (and not by a third party) in the
          Building (e.g., a newspaper stand or shoeshine service or valet
          parking).

          (p) fines, penalties or other costs incurred by Landlord due to its
          violation of this Lease, any other lease of space in the Project, or
          any governmental rule or authority.

          (q) costs for the purchase of sculptures, paintings or other objects
          of art for the Project.

          (r) any increase in insurance premium to the extent that such increase
          is caused by or attributable to the use, occupancy or act of another
          tenant.

          (s) costs relating to defects in the construction of the Building or
          in the Building equipment.

          (t) expenditures in connection with Hazardous Substances.

          (u) expenses of the Building and the Common Areas complying with
          Americans with Disabilities Act of 1990, and the related implementing
          regulations, codes, rules and guidelines, as such acts and related
          regulations, codes, rules and guidelines may be amended from time to
          time (collectively, the "ADA"), or any similar federal, state, county
          or municipal law or ordinance.

          (v) costs in connection with trade and professional organizations.

          (w) capital costs other than as expressly permitted above.

          (x) reserves including Any amounts prepaid for any year other than the
          then-current year.

          (y) bad debts.

          (z) rent on any space used as a leasing office.

          (aa) any roofing repairs (but specifically excluding routine
          maintenance needed to continue the roof warranties and the cost of a
          roof maintenance agreement) during the first twelve (12) years after
          the issuance of a certificate of occupancy for the Building.

          (bb) rent on any space used as a management office until such time as
          the Building has achieved 50% leased.

          (cc) costs incurred in compliance with the Americans with Disabilities
          Act or statutes, laws, regulations or other legislation of similar
          import for the Building.



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2.3       RENTABLE SQUARE FEET: The number of square feet of net rentable area
          as computed in accordance with BOMA standard ANSI Z65. 11996.

2.4       DEFAULT RATE: Two Percent above the Prime Rate announced by Citibank
          NA, from time to time, for its most favored customers [or such similar
          index if such is not available, the prime rate announced by the Wall
          Street Journal), not to exceed the maximum lawful rate of interest.

3.        PREMISES:

3.1.      LEASE OF PREMISES: Landlord hereby leases to Tenant, and Tenant hereby
          leases from Landlord, for the term and subject to the agreements,
          covenants, conditions and provisions set forth in this Lease, to which
          Landlord and Tenant hereby mutually agree, the premises (the
          "PREMISES") described in PARAGRAPHS 1.1 and 1.2 above.

3.2.      PROJECT: The Premises are a part of the office project (the "Project")
          described in PARAGRAPH 1. Landlord may increase, reduce or change the
          number, dimensions or locations of the walks, buildings, lobbies,
          parking and other Common Areas and other improvements located in the
          Project in any manner that Landlord, in its sole discretion shall deem
          proper; provided, however, notwithstanding anything to the contrary in
          this Lease, Landlord shall not be entitled to materially and adversely
          modify the configuration or location of the Premises or Tenant's
          reserved parking spaces (however, with respect to Tenant's reserved
          parking, Landlord shall be entitled to materially or adversely modify
          the configuration or location of Tenant's reserved parking with
          Tenant's prior consent (which consent shall not be unreasonably
          withheld, conditioned or delayed). Landlord further reserves the right
          to make alterations and/or additions to and to build or cause to be
          built additional stories on the Building in which the Premises are
          situated and to add any buildings within the Project site so long as
          such activities do not materially and adversely interfere with
          Tenant's use and enjoyment of the Premises and its reserved parking
          spaces, including without limitation access to both. Landlord reserves
          the right to install, maintain, use, repair and replace, pipes, ducts,
          conduits and wires leading through the Premises (limited to the area
          above the ceiling) and serving other parts of the Project in a manner
          that will not materially interfere with Tenant's use of the Premises.
          Landlord will also have the right to increase and expand the size of
          the Project and/or the Project site by adding additional land,
          buildings and other structures to the Project. Landlord shall have the
          right to grant easements for ingress, egress or other purposes within
          or across the Project or the Project site. Landlord shall have the
          right to change the Project's name without notice (subject to Tenants
          rights as set forth in the paragraph below entitled "Graphics"), to
          change the Project's street address upon 90 DAYS prior notice, to
          grant to any person or entity the exclusive right to conduct any
          business or render any service in or to the Project, (provided such
          exclusive right shall not operate to prohibit Tenant from using the
          Premises for the purpose set forth in PARAGRAPH 1), to retain at all
          times master keys or passkeys to the Premises (however Landlord's
          right to access the Premises is subject to the terms of this Lease),
          and to place such signs, notices or displays as Landlord reasonably
          deems necessary or desirable upon the roof and exterior of the
          Project. Landlord has the right to allow the owners, tenants and
          guests of the parcel which is adjacent to the Project to share the use
          of the parking garage which is included in the Project.

3.3.      RELOCATION OF TENANT: PURPOSELY OMITTED

4.        COMMON AREAS:

4.1.      TENANT'S RIGHT TO USE COMMON AREAS: Landlord grants Tenant and its
          authorized representatives and invitees the non-exclusive right to use
          the Common Areas with others who are entitled to use the Common Areas
          subject to Landlord's rights as set forth in this Lease.



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4.2.      LANDLORD'S CONTROL: Landlord has the right to:

          (a) establish and enforce reasonable rules and regulations applicable
          to all tenants concerning the maintenance, management, use and
          operation of the Common Areas (however, none of Landlord's rules and
          regulations which are not attached hereto shall be effective against
          Tenant if, to any extent, they are in conflict with the Lease or
          impose undue burden on Tenant; and Landlord agrees to enforce the
          rules and regulations on a non-discriminatory basis);

          (b) close, if necessary, any of the Common Areas to prevent dedication
          of any of the Common Areas or the accrual of any rights of any person
          or of the public to the Common Areas;

          (c) close temporarily any of the Common Areas for maintenance
          purposes;

          (d) select a person, firm or corporation which may be an entity
          related to Landlord to maintain, manage, and/or operate any of the
          Common Areas;

          (e) allow the owners, tenants and visitors of the real property and
          improvements, which are adjacent to the Project to share the use of
          the parking garage, subject to the terms of Section 1.11 herein.

          Notwithstanding the provisions of this Lease, in exercising its rights
          hereunder, Landlord will provide Tenant and its invitees reasonable
          access to and from the Premises, the Building and the parking garage
          at all times.

5.        RENT:

5.1.      BASE RENT: Tenant will pay to Landlord as rent for the use and
          occupancy of the Premises at the times and in the manner provided
          below, Base Rent in the amount specified in PARAGRAPH 1 above payable
          in advance on the Rent Commencement Date and on or before the first
          day of each and every successive calendar month during the term hereof
          without demand, setoff or deduction except as expressly set forth in
          this Lease. Notwithstanding anything in this Lease to the contrary,
          Tenant shall be entitled to deduct against rent and other charges due
          from Tenant, as and when same become due and payable any final
          monetary judgment Tenant obtains against Landlord. Any monetary
          obligation owed by Landlord to Tenant shall bear interest from the
          date accrued at the Default Rate defined herein. Notwithstanding the
          foregoing, in the event that Landlord is the prevailing party on
          appeal, Tenant agrees to pay to Landlord, within thirty (30) days of
          the issuance of the judgment on appeal all amounts deducted by Tenant
          against rent and other charges due from Tenant together with Default
          Interest defined herein accrued from the date of the trial court
          judgment.

5.2.      SALES TAX: ADDITIONAL RENT: In addition to the Base Rent, Tenant
          agrees to pay Landlord monthly all sales or use taxes or excise taxes
          imposed or levied by the State of Florida or any other governmental
          body or agency against any rent or any other charge or payment
          required hereunder to be made by Tenant to Landlord. All sums of money
          as shall become due and payable by Tenant to Landlord under this
          Lease, including Tenant's Percentage Share of Operating Expenses,
          shall be additional rent which Tenant shall be obligated to pay.
          Landlord shall have the same remedies for default in the payment of
          additional rent or sales tax as are available to Landlord in the case
          of a default in the payment of Base Rent.

6.        OPERATING EXPENSES:

6.1.      OPERATING EXPENSES RENT: In addition to Base Rent, Tenant shall pay
          Tenant's Percentage Share, as specified in PARAGRAPH 1 above, of the
          Operating Expenses paid or incurred by Landlord in each year
          ("Operating Expenses Rent").




                                       10
<PAGE>   11

6.2.      PAYMENT: Prior to the Commencement Date and thereafter during December
          of each calendar year or as soon thereafter as practicable, Landlord
          will give Tenant written notice of its estimate (line item and
          detailed support included) of Operating Expenses Rent for the ensuing
          calendar year. On or before the first day of each month during the
          ensuing calendar year, Tenant will pay to Landlord 1/12TH of such
          estimated amounts, provided that if such notice is not given in
          December, Tenant will continue to pay on the basis of the prior year's
          estimate until the month after such notice is given. If at any time or
          times it appears to Landlord that the amounts payable for Operating
          Expenses Rent for the current calendar year will vary from its
          estimate by more than 10%, Landlord, by written notice to Tenant, will
          not more than once per calendar year revise its estimate for such
          year, and subsequent payments by Tenant for such year will be in an
          amount so that by the end of such year Tenant will have paid a total
          sum equal to such revised estimate. Landlord will indicate in its
          notice to Tenant the reasons Landlord believes its estimate is low by
          more than 10%.

6.3.      STATEMENT: Within 120 DAYS after the close of each calendar year or as
          soon after such 120 day period as practicable, Landlord will deliver
          to Tenant a statement of amounts of Operating Expenses Rent payable
          under this Lease for such calendar year. If such statement shows an
          amount owing by Tenant that is more than the estimated payments for
          such calendar year previously made by Tenant, Tenant will pay the
          deficiency to Landlord within 30 days after delivery of the statement.
          If the statement shows an amount which is less than the estimated
          payments previously paid by Tenant for the calendar year, provided
          there is no uncured Tenant default, Landlord will remit the amount
          owed Tenant with the statement or shall advise Tenant that Tenant has
          a credit for such amount which will be applied to the rental
          installments next coming due. Tenant has the right, exercisable no
          more than once each calendar year on reasonable notice and at a time
          reasonably acceptable to Landlord, to cause an audit to be performed
          at Tenant's sole cost and expense of Landlord's operations and/or
          books and records pertaining to Operating Expenses for the preceding
          calendar year. The Tenant's audit company must a third party "fee
          based" firm reasonably approved by Landlord. Tenant shall also have
          the right to review Landlord's books and records in advance of any
          such audit using Tenant's personnel and at Tenant's sole cost and
          expense, and Landlord will cooperate with such review, provided such
          review occurs at Landlord's office during normal business hours and
          Tenant give Landlord reasonable advance notice. In the event it is
          ultimately determined by agreement of Landlord and Tenant or by final
          court judgment that Landlord has overstated Operating Expenses by more
          than 7%, within thirty (30) days after demand therefor by Tenant,
          Landlord will reimburse Tenant for any overstatement of Operating
          Expenses and the reasonable costs of such audit incurred by Tenant.
          Further, Landlord will, within thirty (30) days after demand therefore
          by Tenant, remit to Tenant any overpayment of Operating Expenses upon
          such ultimate determination. Notwithstanding the foregoing, in the
          event that Landlord is the prevailing party on appeal, Tenant agrees
          to pay to Landlord, within thirty (30) days of the issuance of the
          judgment on appeal all amounts paid by Landlord to Tenant together
          with Default Interest defined herein accrued from the date of the
          trial court judgment.

6.4.      PRORATION: If for any reason this Lease terminates on a day other than
          the last day of a calendar year, the amount of Operating Expenses Rent
          payable by Tenant applicable to the calendar year in which such
          termination occurs will be prorated on the basis which the number of
          days from the commencement of such calendar year to and including such
          termination date bears to 365.

6.5.      COMPUTATION: Tenant's Percentage Share of the Operating Expenses is
          the proportion that the rentable square footage leased by Tenant bears
          to the total rentable square footage of the Project, as determined by
          Landlord. Notwithstanding any provision of this PARAGRAPH to the
          contrary, if the Project is less than ninety-five percent (95%) leased
          and/or occupied during any calendar year an adjustment shall be made
          so that Operating Expenses Rent shall be computed for such





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<PAGE>   12

          year as though ninety-five (95%) of the Project had been leased and
          occupied during such year. Notwithstanding anything herein to the
          contrary, in no event shall Landlord be entitled to recover more than
          100% of its actual Operating Expenses in the aggregate from all
          tenants of the Project.

6.6.      TAXES PAYABLE BY TENANT: Tenant shall be directly responsible for
          taxes upon, measured by, or reasonably attributable to the cost or
          value of Tenant's equipment, furniture, trade fixtures and other
          personal property located in the Premises (as "personal property" is
          defined by the appropriate taxing authority).

7.        USE OF PREMISES:

7.1.      EFFECT ON INSURANCE: Tenant shall not use any portion of the Premises
          for purposes other than those specified in PARAGRAPH 1. In the event
          Tenant's particular use of the Premises (as opposed to general office
          use that would be conducted by any tenant occupying the Premises)
          would increase the existing rate of insurance upon the Project,
          Landlord shall notify Tenant and Tenant shall either discontinue the
          particular use giving rise to such consequences (provided that Tenant
          agrees to pays Landlord within thirty days of request therefore for
          any increased cost incurred to the date of discontinuance of such
          particular use) or pay Landlord for the increased cost as and when
          same becomes due and payable. In no event shall Tenant's particular
          use of the Premises (as opposed to general office use that would be
          conducted by any tenant occupying the Premises) be permitted if it
          would cause cancellation of insurance policies covering the Project.

7.2.      CONTINUOUS OPERATION: Except for (i) temporary closures due to
          casualty, (ii) a temporary closure not to exceed 4 months in
          connection with any permitted assignment of this Lease or sublease of
          the Premises or (iii) temporary closures not to exceed 4 months every
          three years in connection with Tenant's repairs or alterations to the
          Premises, Tenant will not leave the Premises unoccupied or vacant and
          will continuously conduct and carry on in the Premises the type of
          business for which the Premises are leased during Tenant's normal
          business hours. Subject to Landlord's reasonable access control with
          respect to Tenant's invitees, Tenant and its invitees shall have
          unrestricted access to the Premises, 24 hours per day, 7 days per
          week, 52 weeks per year.

7.3.      MISCELLANEOUS RESTRICTIONS: Tenant will operate from the Premises
          using the Trade Name set forth in PARAGRAPH 1. Tenant will not use the
          Premises for or permit in the Premises any offensive, noisy, or
          dangerous trade, business, manufacture or occupation. Tenant agrees
          not to cause, permit or suffer any waste or damage, disfigurement or
          injury to the Premises or the fixtures or equipment thereof or the
          Common Areas. Tenant will not use the Premises for washing clothes or
          cooking and nothing will be prepared, manufactured or mixed in the
          Premises which might emit any offensive odor into the Project;
          provided, however, Tenant shall be entitled to brew coffee and tea and
          use a microwave oven and toaster in the Premises for internal use only
          and not for resale. Tenant will not obstruct the sidewalks or Common
          Areas in the Project or use the same for business operations or
          advertising. Tenant will not use the Premises for any purpose which
          would create unreasonable elevator loads, cause structural load as set
          forth in the Construction Rider to be exceeded or adversely affect the
          mechanical, electrical, plumbing or other base building systems.
          Tenant will at all times comply with the rules and regulations of the
          Project attached hereto as SCHEDULE 3 and, subject to limitations
          expressed in Section 4.2 above, with such additional rules and
          regulations as may be adopted by Landlord from time to time.




                                       12
<PAGE>   13

8.        PARKING:

8.1.      TENANT'S PARKING RIGHTS: Subject to the rules and regulations of the
          Project, Tenant shall be entitled to the number of reserved and
          unreserved Parking Spaces set forth in PARAGRAPH 1 above. Only
          automobiles, motorcycles and pickup trucks will be permitted on the
          parking areas.

8.2.      LANDLORD'S CONTROL OVER PARKING: Tenant and its authorized
          representatives will park their cars only in areas specifically
          designated for that purpose by Landlord. Within ten (10) days after
          written request by Landlord, Tenant will furnish to Landlord the
          license numbers assigned to its cars and the cars of all of its
          authorized representatives. If any car owner fails to park its car in
          the designated parking areas, Landlord may tow the car at the cost of
          the offending owner. Tenant will not park or permit the parking of any
          vehicles adjacent to loading areas so as to interfere in any way with
          the use of such areas. Any loading and unloading shall occur only
          within designated by Landlord as loading areas within the parking
          garage. Landlord shall have the right, in Landlord's sole discretion,
          to designate parking spaces for the exclusive use of a particular
          tenant or particular tenants; provided, however, (i) none of Tenant's
          reserved parking spaces shall be so designated and (ii) no such
          designation shall reduce the number of spaces to which Tenant is
          entitled. Landlord will have the right to institute reasonable
          procedures and/or methods to enforce the terms of this SUBPARAGRAPH.

9.        GRAPHICS: Tenant, at Tenant's sole cost and expense, will install and
          maintain all letters or numerals (including Tenant's logo) on or by
          the entrance doors for the Premises. Landlord at Landlord's sole cost
          shall place Tenant's name (as well as the name of any key employees
          and affiliates of Tenant as it designated, up to a total of five (5)
          collective names) on the building lobby directory. Landlord shall
          permit the Tenant, at Tenant's sole cost to install exterior signage
          placed on the top position of the Federal Highway and Camino Real
          curved monuments sign (North side). In the event that an additional
          monument sign is located at the corner of Federal Highway and 9th
          Street, Tenant shall be entitled to place its signage on the top
          position of such additional monument, at Tenant's sole cost; and
          Tenant shall exercise its right to signage on the additional monument
          by notifying Landlord of such fact within 30 days after Landlord's
          notice to Tenant regarding the availability of the additional
          monument. All such letters and numerals shall be in the form specified
          by Landlord, and no other shall be used or permitted on the Premises.
          Tenant shall not place any signs within the Premises which are visible
          from the outside the Premises without Landlord's prior written
          approval. In the event Landlord allows Building signage identifying
          any person or entity (other than Landlord's name), Tenant shall be
          entitled to install Building signage identifying Tenant that is at
          least equal to such signage in terms of size, prominence and
          visibility.

10.       ASSIGNMENT AND SUBLETTING; ENCUMBRANCE: Tenant shall not assign this
          Lease or sublet any portion of the Premises without prior written
          consent of the Landlord, which will not be unreasonably withheld or
          delayed, it being understood that it shall be reasonable for Landlord,
          among other things, to withhold consent if Landlord is reasonably
          dissatisfied with the financial responsibility, identity, reputation
          or business character of the proposed assignee or sublessee. Any
          change in the ownership of Tenant, if Tenant is a corporation or
          partnership, shall constitute an assignment for purposes of this
          PARAGRAPH; provided, however, this sentence shall be inapplicable to
          Mackenzie Investment Management, Inc. and its affiliates.
          Notwithstanding any consent by Landlord, Tenant shall remain liable
          (along with each approved assignee and sublessee, which shall
          automatically become liable for all obligations of Tenant hereunder
          with respect to that portion of the Premises so transferred, except in
          the case of a sublease, the sublessee shall only retain such liability
          during the term of its sublease), and Landlord shall be permitted to
          enforce the provisions of this Lease directly against Tenant or any
          assignee or sublessee without proceeding in any way against any other
          party. In the event of an assignment, contemporaneously with the
          granting of Landlord's consent, Tenant shall cause the assignee to
          expressly assume in writing and agree to perform all of the covenants,
          duties and obligations of Tenant hereunder




                                       13
<PAGE>   14

          and such assignee shall be jointly and severally liable therefor along
          with Tenant (but any assignee who does not expressly assume such
          obligations in writing shall nevertheless be deemed to have assumed
          such obligations by acceptance of any such assignment). No usage of
          the Premises different from the usage provided for in PARAGRAPH 1
          above shall be permitted, and all other terms and provisions of the
          Lease shall continue to apply after such assignment or sublease.
          Tenant shall not make or consent to any conditional, contingent or
          deferred assignment of some or all of Tenant's interest in this Lease
          without the prior written consent of Landlord, which Landlord may
          withhold in its sole and absolute discretion. Tenant shall not enter
          into, execute or deliver any financing or security agreement that can
          be given priority over any mortgage given by Landlord or its
          successors, and, in the event Tenant does so execute or deliver such
          financing or security agreement, such action on the part of Tenant
          shall be considered a breach of the terms and conditions of this Lease
          and a default by Tenant entitling Landlord to such remedies as are
          provided for in this Lease. Landlord shall have the right to assign or
          transfer, in whole or in part, Landlord's rights and obligations
          hereunder and in the Project and the Premises and subsequent to any
          such assignment Landlord shall have no further obligations to Tenant.
          In the event of any assignment or sublease, Tenant shall pay to
          Landlord any "Transfer Premium" received by Tenant in connection
          therewith. As used herein, "Transfer Premium" shall mean all rent,
          real estate profit (defined as any proceeds relating to the sale of
          services, personal property or Tenant's good will that, in each case,
          are in excess of the fair market value thereof) and operating expense
          payments paid by the assignee or sublessee to Tenant in excess of the
          Base Rental, Operating Expenses and other amounts due from Tenant
          hereunder (collectively, the "Consideration"), less any actual
          out-of-pocket expenses paid by Tenant to unrelated third parties to
          procure or in connection with such assignment or sublease and less the
          value of any rent abatement or other free rent afforded the assignee
          or subtenant. Notwithstanding the foregoing, Landlord shall be deemed
          to have granted consent to any assignment or sublease if it fails to
          give its objection with respect thereto in writing in reasonable
          detail within ten (10) days of its receipt of Tenant's request. Tenant
          shall have the right without Landlord's consent to sublet or assign an
          affiliate and any entities into which Tenant is merged or
          consolidated, or to an entity to which a substantial portion of
          Tenant's assets are transferred. An affiliate means any corporation
          which, directly or indirectly, controls or is controlled by or is
          under common control with Tenant (and for this purpose "control" means
          the possession, directly or indirectly, of the power to direct or
          cause the direction of the management and policies of such
          corporation, whether through the ownership of voting securities or by
          contract or otherwise). In the event that Tenant subleases the
          Premises, Tenant and Landlord shall split all Consideration in excess
          of the Base Rental, Operating Expenses and other amounts due from
          Tenant hereunder 50%/50% after subtracting the cost of subleasing the
          Premises which includes but is not limited to the value of any rent
          abatement, brokerage commissions, tenant improvements, architectural
          fees, moving allowance and legal fees.

11.       ORDINANCES AND STATUTES: At Tenant's sole cost, Tenant will comply
          with all statutes, ordinances and requirements of all municipal, state
          and federal authorities now in force, or which may hereafter be in
          force (collectively, all of the foregoing, including any applicable
          laws, rules and regulations are referred to as "Laws"), pertaining to
          Tenants particular use of the Premises, including, but not limited to
          the Americans With Disabilities Act (ADA). The commencement or
          pendency of any state or federal court abatement proceeding affecting
          the Premises and resulting from Tenant's breach of its obligations
          under this Lease shall, at the option of the Landlord, be deemed a
          breach thereof. Notwithstanding anything to the contrary in this
          Lease, Tenant shall be responsible to comply, at its sole cost and
          expense (regardless of whether same constitute a capital expense) with
          all Laws pertaining to Tenant's particular use of the Premises or for
          changes required by Laws or ADA solely within Tenant's Premises, as
          opposed to Laws or ADA which are generally applicable to the entire
          Building.

          At Landlord's sole cost, Landlord will comply with all Laws now in
          force, or which may hereafter be in force, pertaining to the Building
          which shall include ADA, including any required modifications thereof,
          which cost attributed to capital expenditures shall be the sole
          responsibility of Landlord. In the event that any restrooms within the
          Building do not comply with all Laws or require refurbishing during
          the Lease




                                       14
<PAGE>   15

          Term, such costs shall be at the sole expense of Landlord.

12.       MAINTENANCE, REPAIRS, ALTERATIONS:

12.1.     TENANT'S OBLIGATIONS: Upon possession of the Premises, subject to
          punch list items and latent defects (latent defects include without
          limitation any failure of Landlord's Building Standard improvements to
          comply with Laws), Tenant acknowledges that the Premises are in good
          order and repair unless otherwise indicated herein. Tenant shall, at
          its own expense and at all times, maintain the non-structural elements
          of the Premises in good and safe condition and shall surrender the
          same, at termination hereof, in accordance with Section 12.4 below.
          Tenant, at Tenant's expense, shall be responsible for all repairs
          required, excepting the electrical wiring, plumbing and HVAC
          installations and any other building system upon the Premises, roof,
          and the exterior walls, structural foundations, parking areas and
          other Common Areas, which shall be repaired by Landlord and included
          in Operating Expenses subject to limitations set forth above (except
          that, subject to Section 16.8 below, Tenant shall be solely
          responsible for the cost of repair with respect to any damage
          occasioned by the negligent or intentional act of Tenant, its
          employees, agents, contractors, and invitees for acts committed by
          such invitees while present in the Premises).

12.2.     LIMITS ON ALTERATIONS: Tenant may not make any structural improvement
          or alteration to the Premises which may materially affect building
          systems without the prior written consent of Landlord, which consent
          shall not be unreasonably withheld or delayed. Tenant specifically
          recognizes and agrees that in no event shall any alterations or
          improvements be connected to the glass window wall located on the
          southeasterly side of the Building without the prior written approval
          of Landlord as to the method of attachment (and in no event shall
          there be any penetration of any kind to the window mullions).

          Tenant may not make any nonstructural improvement or alteration (other
          than painting, floor covering and wall covering) of the interior of
          the Premises costing in excess of $25,000 without the prior written
          consent of the Landlord, which shall not be unreasonably withheld or
          delayed. In no event shall any Landlord's refusal to grant consent as
          contemplated by the preceding sentence be based on aesthetic
          considerations. Landlord's consent shall not be required for painting,
          floor covering or wall covering. Prior to the commencement of any
          repair, improvement, or alteration for which Landlord's consent is
          required, Tenant shall give Landlord at least 2 DAYS written notice.
          All alterations will be made by a licensed and insured contractor
          consented to by Landlord and performed in a good and workmanlike
          manner. All materials shall be of a quality comparable to or better
          than those in the Premises and shall be in accordance with plans and
          specifications reasonably approved by Landlord; however, this sentence
          shall not apply to painting, floor covering or wall covering. Landlord
          may condition its consent to any improvements or alterations upon
          Tenant's obtaining such lien releases, waivers and contractors
          insurance, as Landlord shall reasonably require; however, in no event
          shall Tenant be required to post any bond or other form of security.
          Landlord shall not charge Tenant any management, administration or
          coordination fee related to alterations or repairs of the Premises
          during the Lease term or any renewal thereafter.

12.3.     LIENS: Subject to its entitlement to the Construction Allowance
          referenced in the Construction Rider, Tenant will pay all costs of
          construction done by it or caused to be done by it on the Premises as
          permitted by this Lease. Tenant will keep the Project free and clear
          of all construction, mechanic's, materialman's, laborer's and
          supplier's liens, resulting from construction done by or for Tenant.
          The interest of Landlord in the Premises and the Project shall not be
          subject to liens for improvements made by Tenant. Any lien filed by
          any contractor, materialman, laborer or supplier performing work for
          Tenant shall attach only to





                                       15
<PAGE>   16

          Tenant's interest in the Premises. Tenant agrees to indemnify, defend
          (by counsel reasonably acceptable to Landlord) and hold harmless
          Landlord from and against any and all costs and liabilities and any
          and all mechanic's, materialman's or laborer's liens arising out of or
          pertaining to any improvements or construction done by Tenant. All
          persons and entities contracting or otherwise dealing with Tenant
          relative to the Premises or the Project are hereby placed on notice of
          the provisions of this PARAGRAPH, and Tenant shall further notify in
          writing such persons or entities of the provisions of this PARAGRAPH
          prior to commencement of any Tenant work in the Premises; provided,
          however, Tenant's inadvertent failure to make such notification shall
          not be deemed a default of this Lease. Landlord reserves the right, in
          addition to the foregoing, to record in the public records a notice of
          non-responsibility as provided for in the Construction Lien law. If
          any construction, mechanic's, materialman's or laborer's lien is ever
          claimed, fixed or asserted against the Premises or any other portion
          of the Project in connection with any such Tenant work, Tenant shall,
          within twenty (20) DAYS after receipt by Tenant of notice of such
          lien, discharge same as a lien either by payment or by posting of any
          bond as permitted by law. If Tenant shall fail to discharge any such
          lien, whether valid or not, within twenty (20) DAYS after receipt of
          notice from Landlord, Landlord shall have the right, but not the
          obligation, to discharge such lien on behalf of Tenant and all costs
          and expenses incurred by Landlord associated with the discharge of the
          lien, including without limitation, attorneys' fees, shall constitute
          additional rent hereunder and shall be immediately due and payable by
          Tenant.

12.4.     SURRENDER OF PREMISES: On the last day of the term hereof or on any
          sooner termination, Tenant shall surrender the Premises to Landlord in
          "as is" and "broom clean" condition, ordinary wear and tear and
          casualty damage excepted, clear and free of debris. Tenant shall
          repair any damage to the Premises occasioned by the installation or
          removal of Tenant's trade fixtures, furnishings and equipment. Tenant
          shall not be required to remove any tenant improvements. Tenant will
          not be charged for any elevator service, supervision, guard service,
          cleaning for its move out at the expiration of its lease term.

12.5      LANDLORD'S MAINTENANCE: Landlord shall maintain the Project including
          all Common Areas in first class condition consistent with other
          comparable office buildings in downtown Boca Raton, Florida.
          Landlord's maintenance obligations shall include without limitation
          the following: all maintenance, replacement and repair (including
          sweeping and striping) necessary to maintain all driveways, sidewalks,
          street and parking areas free of any material settling, reasonably
          clear of standing water and in a sightly and serviceable condition;
          maintenance of landscaping; and maintenance of Building lobby.

13.       ENTRY AND INSPECTION: Tenant shall permit Landlord or Landlord's
          agents to enter upon the Premises at reasonable times and upon
          reasonable notification for the purpose of inspecting the same,
          performing any services required of Landlord hereunder and showing the
          Premises to potential and existing mortgagees and purchasers and
          prospective tenants within the last six (6) months of the Lease term.
          Landlord agrees to provide advance verbal notice and announce its
          entry with respect to repairs to be conducted within the Premises,
          provided however, Landlord's inadvertent failure to make such
          notification shall not be deemed a default of this Lease. The
          foregoing notwithstanding, Landlord is not required to give notice or
          announce its entry to Tenant if Landlord must enter the Premises
          because of an emergency or to perform janitorial and other services.
          Tenant will permit Landlord at any time within 180 DAYS prior to the
          expiration of this Lease, to permit potential tenants to inspect the
          Premises. All entries by Landlord will be done in such a manner so as
          to create the least possible disturbance to Tenant.


                                       16
<PAGE>   17



14.       INDEMNIFICATION: Subject to PARAGRAPH 16.8 below, Tenant will
          indemnify, defend (by counsel reasonably acceptable to Landlord),
          protect and hold Landlord harmless from and against any and all
          claims, demands, losses, damages, costs and expenses (including
          attorney's fees) or death of or injury to any person or damage to any
          property whatsoever arising in favor of third parties and out of or
          relating to Tenant's breach or default under this Lease, including,
          but not limited to Tenant's breach of PARAGRAPH 21 below or Tenant's
          use or occupancy of the Premises or caused by Tenant or its agents,
          employees or invitees. Landlord shall not be liable to Tenant for any
          damage by or from any act or negligence of any co-tenant or other
          occupant of the Project or by any owner or occupant of adjoining or
          contiguous property or by any defect in or failure to maintain the
          Project or the Premises. Tenant agrees to pay for all damage to the
          Project as well as all damage to tenants or occupants thereof caused
          by misuse or neglect of said Premises, its apparatus or appurtenances
          or the Common Areas, by Tenant or Tenant's employees, agents arid
          invitees. Notwithstanding anything to the contrary in this Lease, no
          indemnity by Tenant shall extend to claims arising by virtue of
          negligent or willful acts or omissions by Landlord or Landlord's
          employees, agents or contractors. In the event it is adjudicated that
          claim and other liabilities contemplated by this paragraph resulted
          from the negligent or wrongful acts or omissions of Landlord, its
          agents, contractors or employees, Landlord shall have a percentage
          responsibility with respect to any judgments against Tenant resulting
          from such claims as well as costs incurred by Tenant in its defense of
          Landlord in connection with same. Landlord's percentage of
          responsibility shall be equal to the percentage of its comparative
          negligence as determined in a final court judgment.

          Landlord shall indemnify and hold harmless Tenant from and against any
          and all third party claims arising from Landlord's operation of the
          Project. Notwithstanding anything to the contrary in this Lease, no
          indemnity by Landlord shall extend to claims arising by virtue of
          negligent or wrongful acts or omissions of Tenant or Tenant's
          employees, agents or contractors. In the event of any third party
          claim asserted against Tenant and Landlord based on acts or omissions
          outside of the Premises, Landlord shall provide and pay for the cost
          of Tenant's defense (using counsel selected reasonably acceptable to
          Tenant) until such time as it is adjudicated that such claim(s)
          resulted from the negligent or wrongful acts or omissions of Tenant,
          its agents, contractors or employees. In the event of such
          adjudication, Tenant shall have a percentage responsibility with
          respect to any judgments against Landlord resulting from such claims
          as well as costs incurred by Landlord in its defense of Tenant in
          connection with same. Tenant's percentage of responsibility shall be
          equal to the percentage of its comparative negligence as determined in
          a final court judgment.

15.       LANDLORD'S INSURANCE: At all times during the term of this Lease,
          Landlord shall procure and maintain the following types of insurance
          coverage (any company writing Landlord's insurance shall have a
          financial rating not less than that which is maintained by prudent
          owners of comparable office buildings in Boca Raton, Florida):

15.1      So called special form All Risk property insurance. The insurer used
          by Landlord hereunder shall waive rights of subrogation against Tenant
          for losses payable under such special form All Risk Property
          insurance, and the Landlord shall hold Tenant harmless for any loss or
          damage which is uninsured, such as a deductible, self-insured
          retention, or co-insurance provision.

          Commercial general liability insurance in an amount not less than
          $1,000,000 for injury or death of one or more persons in a single
          accident and for damage to property.

          Landlord shall have the right to maintain such insurance as part of a
          blanket or umbrella coverage, provided that Landlord obtains an
          endorsement specifically identifying the inclusion of the Project and
          that such coverage will not be diminished by other claims under the
          policy below the coverage amounts required.

16.       TENANT'S INSURANCE: At all times during the term of this Lease, Tenant
          shall, at its sole expense,





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<PAGE>   18

          procure and maintain the following types of insurance coverage:

16.1.     GENERAL LIABILITY: Commercial general liability insurance against any
          and all damages and liability, including attorneys' fees on account or
          arising out of injuries to or the death of any person or damage to
          property, however occasioned, in, on or about the Premises in amounts
          not less than $1,000,000 for injury or death of one or more persons in
          a single accident and for damage to property;

16.2.     PERSONAL PROPERTY: Insurance adequate in amount to cover damage to or
          replacement of, as necessary, Tenant's personal property in the
          Premises including, without limitation, trade fixtures, furnishings,
          equipment, goods and inventory;

16.3.     EMPLOYERS LIABILITY/WORKERS COMPENSATION: Employer's liability
          insurance and worker's compensation insurance providing statutory
          state benefits for all persons employed by Tenant in connection with
          the Premises as required by applicable law;

16.4.     SPRINKLER: Insurance covering damage from leakage or sprinkler systems
          now or hereafter installed in the Premises in an amount not less than
          the current replacement cost covering Tenant's personal property,
          Tenant's improvements and Tenant's trade fixtures.

16.5      OTHER INSURANCE: Such other insurance in such amounts as may be
          required by a Landlord against other insurable hazards as at the time
          are commonly insured against in case of prudent tenants in comparable
          office projects in the area in downtown Boca Raton, Florida.

16.5.     FORM OF INSURANCE/COMPANIES: All such insurance shall be in a form
          reasonably satisfactory to Landlord and carried with companies
          reasonably acceptable to Landlord that are licensed or authorized to
          do business in the State of Florida, are in good standing with the
          Department of Insurance in the State of Florida and have a rating
          issued by an organization regularly engaged in rating insurance
          companies (including specifically A.M. Best & Company) of not less
          than two ratings below the top rating. Tenant shall provide Landlord
          with a Certificate of Insurance showing Landlord and Landlord's
          managing agent as an additional insured. The Certificate shall provide
          for a 10 DAY written notice to Landlord in the event of cancellation
          or material change of coverage. Not later than 30 DAYS prior to the
          expiration of any coverage, renewals of or replacements for such
          contracts of insurance shall be delivered to Landlord. In the event
          Tenant shall fail to procure any contract of insurance required under
          the terms hereof or any renewal of or replacement for any contract of
          insurance that is expiring or has been canceled, Landlord may, but
          shall not be obligated to, procure such insurance on behalf of Tenant
          and the cost thereof shall be payable to Landlord as additional rent
          within 10 DAYS following written demand therefor.

16.6.     SUBROGATION: Landlord and Tenant shall each obtain from their
          respective insurers under all policies of fire, theft, public
          liability, workers' compensation and other insurance maintained by
          either of them at any time during the term hereof insuring or covering
          the Premises, a waiver of all rights of subrogation which the insurer
          of one party might otherwise have, if at all, against the other party.
          Each party hereby waives any claim against the other party which is
          insurable under special form "all risk" property damage insurance
          (including coverage for flood, earthquake and Boiler and Machinery,
          Business Interruption and Extra Expense), irrespective of whether such
          party actually maintains such insurance. Each party hereby waives any
          claim against the other party to which such party's insurance company
          would otherwise be subrogated.

17.       UTILITIES AND SERVICES: Landlord shall use all reasonable efforts to
          furnish (as part of Operating Expenses) heating, ventilation, air
          conditioning, janitorial service, electricity for normal lighting and





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<PAGE>   19

          office machines, cold water for reasonable and normal drinking and
          lavatory use, elevator service providing access to the Premises,
          replacement light bulbs and/or fluorescent tubes and ballasts for
          standard overhead fixtures. The level of cooling and heating and the
          capacity of electricity serving the Premises shall be no less (subject
          to matters outside Landlord's reasonable control) than the minimum
          amounts of such services described in the Construction Rider as
          Landlord's Building Standard improvements. All of said services other
          than janitorial and HVAC, shall be (subject to matters outside
          Landlord's reasonable control) provided continuously 24 hours per day,
          365 days per year. Janitorial service shall be provided Monday through
          Friday, excluding municipally recognized holidays. HVAC shall be
          provided Monday through Friday from 7:00 a.m. to 7:00 p.m. and
          Saturday from 8:00 a.m. to 1:00 p.m. ("Business Hours"). HVAC required
          by Tenant at other times shall be made available subject to the After
          Hours Charge for each hour of use beyond non-Business Hours. The After
          Hours Charge shall be as follows: $25 per hour during the first five
          years of the Lease Term; the lesser of $30 per hour or the Building
          promulgated per hour rate for overtime HVAC then in effect during the
          next five years of the Lease Term; and during any renewal Lease Term,
          a per hour charge not in excess of market charges for comparable
          buildings in Boca Raton, Florida. Landlord shall not be liable for
          failure to furnish any of the utilities described in this PARAGRAPH 17
          if and only if such failure is not caused by Landlord and is beyond
          the ability of Landlord to prevent, and in such case, Tenant shall
          have no right to abatement of rental hereunder or to termination of
          this Lease with respect to any such interruption nor shall such
          failure constitute an eviction, nor shall Landlord be liable under any
          circumstances for loss of or injury to property, however occurring,
          through or in connection with or incidental to the furnishing of any
          of the services enumerated above. However, in the event of a failure
          of services that renders the Premises untenantable and is either (i)
          caused by Landlord's gross negligence or willful misconduct, or (ii)
          is within Landlords reasonable ability to prevent, all rent and other
          charges hereunder starting upon expiration of the 3rd business day
          following Tenant's notice to Landlord regarding such failure shall
          abate on a per diem basis until the Premises are again tenantable. For
          purposes of the preceding sentence, the Premises shall be deemed
          untenantable in the event of a failure of HVAC or electrical services
          if Tenant, in its reasonable judgment, is unable to conduct its
          business on a normal basis and closes the Premises to all but
          essential personnel needed to prevent damage to Tenants business
          operations or equipment. Utilities shall be furnished to Tenant and to
          the Project only by service providers who have been approved by
          Landlord. Landlord agrees to use reasonable efforts to perform
          non-critical (i.e. normal and routine maintenance) maintenance that
          would materially and adversely interfere with Tenant's business during
          non-Business Hours. The foregoing shall not apply to repairs or
          emergencies (defined as a situation involving imminent danger to
          person or property) or non-critical maintenance that would not
          materially or adversely interfere with Tenant's business.

18.       CONDEMNATION: If 25% of the Project shall be taken or condemned for
          public use, Landlord may elect to terminate this Lease effective on
          the date of taking (provided that Landlord is simultaneously
          terminating all other leases in the Building), otherwise this Lease
          will remain in full force and effect. If there is a taking of all of
          the Premises or a part thereof or Tenant's parking spaces in the
          Garage so that the remaining part of the Premises is not suited for
          Tenant's continued use, either party may elect to terminate this Lease
          effective on the date of taking. If there is a taking of a portion of
          the Premises and a part remains which is suitable for Tenant's use in
          Tenant's reasonable business judgment, this Lease shall, as to the
          part taken, terminate as of the date the condemnor acquires possession
          and Tenant terminates its use of the Premises to all but essential
          personnel needed to prevent damage to Tenants business operations or
          equipment., and thereafter Tenant shall be required to pay such
          proportion of the rent for the remaining term as the value of the
          Premises remaining bears to the total value of the Premises at the
          date of condemnation. The election to terminate this Lease as provided
          herein must be exercised, if at all, within 60 DAYS after the nature
          and extent of the taking is determined; otherwise, this Lease will
          remain in full force and effect. All sums which may be payable on
          account of any condemnation claim prosecuted by Landlord shall belong
          solely to the Landlord, and Tenant shall not be entitled to any part
          thereof, provided however, that Tenant shall be entitled to prosecute
          a separate action for its trade fixtures, tenant improvement expenses,
          business damages and moving expenses.


                                       19
<PAGE>   20

19.       FIXTURES: Any and all improvements made to the Premises during the
          term hereof shall belong to the Landlord without compensation,
          allowance or credit to Tenant, except movable trade fixtures
          (including exterior signage) of the Tenant which can be removed
          without defacing the Premises or the Project. Notwithstanding anything
          herein to the contrary, Tenant shall not be required to remove or
          demolish Landlord's Building Standard Improvements or Initial Tenant
          Improvements.

20.       DESTRUCTION OF PREMISES:

20.1.     PARTIAL DESTRUCTION: In the event of a partial destruction of the
          Premises during the term hereof, from any cause required to be covered
          by Landlord's insurance, Landlord must repair the same to the extent
          such repairs can be made with the insurance proceeds made available to
          Landlord (and not retained by any lender) and within sixty (60) days
          under then existing governmental laws and regulations. Such partial
          destruction shall not terminate this Lease and Tenant shall be
          entitled to a proportionate reduction of rent while such repairs are
          being made, based upon the extent to which the making of such repairs
          shall interfere with the business of Tenant on the Premises. If such
          repairs cannot be made within said sixty (60) day period, Landlord, at
          its option, may make the repairs within a reasonable time. If Landlord
          elects to make said repairs, this Lease will continue in effect and
          the rent will be proportionately abated as stated above. If the
          repairs cannot be made within 60 DAYS with the available insurance
          proceeds and Landlord elects not to make said repairs, this Lease may
          be terminated at the option of either party. Notwithstanding the
          foregoing, if the Premises are not rendered tenantable within 270 days
          from the date of the casualty, or if the nature of the damage is such
          that the Premises can not be rendered tenantable within 270 days from
          the date of days from the date of the casualty, Tenant shall be
          entitled to cancel this Lease.

20.2.     MATERIAL/TOTAL DESTRUCTION: If the Building in which the Premises are
          situated or the Project sustains damage of more than 1/3 of the
          replacement cost thereof, Landlord may elect to terminate this Lease
          whether the Premises are injured or not, provided (i) that Landlord is
          simultaneously terminating all other leases in the Building or (ii)
          that Landlord is simultaneously terminating all other leases within
          the portion of the Building damaged and Landlord does not intend to
          rebuild the identical Building. A total destruction of the Building in
          which the Premises are situated or the Project shall terminate this
          Lease.

21.       HAZARDOUS SUBSTANCES:

21.1.     DEFINITIONS: For the purposes of this Agreement, the following terms
          have the following meanings:

          (a) "ENVIRONMENTAL LAW" means any law, statute, ordinance or
          regulation pertaining to health, industrial hygiene or the environment
          including, without limitation CERCLA (Comprehensive Environmental
          Response, Compensation and Liability Act of 1980) RCRA (Resources
          Conservation and Recovery Act of 1976) and SARA (Superfund Amendments
          and Reauthorization Act of 1986).

          (b) "HAZARDOUS SUBSTANCE" means any substance, material or waste which
          is or becomes designated, classified or regulated as being "toxic" or
          "hazardous" or a "pollutant" or which is or becomes similarly
          designated, classified or regulated, under any Environmental Law,
          including asbestos, petroleum and petroleum products.

21.2.     TENANT'S RESPONSIBILITIES: At its own expense, Tenant will procure,
          maintain in effect and comply with all conditions of any and all
          permits, licenses and other governmental and regulatory





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<PAGE>   21

          approvals required for Tenant's use of the Premises. Tenant will not
          cause or permit any Hazardous Substance to be brought upon, kept or
          used in or about the Project by Tenant, its agents, employees,
          contractors or invitees without the prior written consent of Landlord
          (other than small quantities normally associated with office use).
          Tenant will, in all respects, handle, treat, deal with and manage any
          and all Hazardous Substances in, on, under or about the Premises in
          total conformity with all applicable Environmental Laws and prudent
          industry practices regarding management of such Hazardous Substances.
          Tenant will not take any remedial action in response to the presence
          of any Hazardous Substances in or about the Premises or the Project,
          nor enter into any settlement agreement, consent decree or other
          compromise in respect to any claims relating to any Hazardous
          Substances in any way connected with the Premises without first
          notifying Landlord of Tenant's intention to do so and affording
          Landlord ample opportunity to appear, intervene or otherwise
          appropriately assert and protect Landlord's interests with respect
          thereto. Notwithstanding anything to the contrary in this Lease,
          Landlord shall be solely responsible for, and Tenant shall have no
          liability with respect to, any Hazardous Substances on, under or
          within the Project not introduced by Tenant or its agents, employees
          or contractors. Landlord shall indemnify and hold harmless Tenant from
          and against any liability in connection with Hazardous Substances
          described in the preceding sentence. Tenant shall be entitled to
          maintain small quantities of Hazardous Substances as are permitted by
          law and normal for Tenant's Permitted Use (e.g., substances contained
          in batteries, toner for copy machines, etc.) so long as Tenant's use
          of same are in strict compliance with applicable Laws. Landlord
          represents that, to the best of its knowledge, there will be no
          Hazardous Substances presently on, under or within Project as of the
          Commencement Date of this Lease.

21.3.     INDEMNIFICATION: If the Premises or the Project become contaminated in
          any manner for which Tenant is legally liable or otherwise become
          affected by any release or discharge of a Hazardous Substance caused
          by Tenant, its employees, contractors or agents, Tenant shall
          immediately notify Landlord of the release or discharge of the
          Hazardous Substance, and Tenant shall indemnify, defend (by counsel
          reasonably acceptable to Landlord) and hold harmless Landlord from and
          against any and all claims, damages, fines, judgments, penalties,
          costs, liabilities or losses (including, without limitation, a
          decrease in value of the Project or the Premises, damages caused by
          loss or restriction of rentable or usable space, or any damages caused
          by adverse impact on marketing of the space, and any and all sums paid
          for settlement of claims, attorneys' fees, consultant fees and expert
          fees) arising during or after the term of this Lease and arising as a
          result of such contamination, release or discharge. This
          indemnification includes, without limitation, any and all costs
          incurred because of any investigation of the site or any cleanup,
          removal or restoration mandated by federal, state or local agency or
          political subdivision.

22.       EVENTS OF DEFAULT: If one or more of the following events occurs, such
          occurrence constitutes an Event of Default:

22.1.     ABANDONMENT/VACATION: Tenant abandons or vacates the Premises or
          removes any or all of its furniture, fixtures and personal property,
          except in the normal course of business; or

22.2.     RENT: Tenant fails to pay any monthly Base Rent or Operating Expenses
          Rent, if applicable, as and when the same becomes due and payable, and
          such failure continues for more than ten (10) days





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<PAGE>   22

          after Landlord's notice of such failure to Tenant, provided that
          Landlord shall not be obligated to provide more than one (1) such
          notice in any calendar year and failure by Tenant to pay Base Rent or
          Operating Expenses Rent when due in a calendar year in which such
          notice has previously been given shall immediately constitute an event
          of default; or

22.3.     OTHER SUMS: Tenant fails to pay any other sum or charge payable by
          Tenant hereunder as and when the same becomes due and payable, and
          such failure continues for more than ten (10) days after Landlord
          gives written notice of such failure to Tenant; or

22.4.     OTHER PROVISIONS: Tenant fails to perform or observe any other
          agreement, covenant, condition or provision of this Lease to be
          performed or observed by Tenant as and when performance or observance
          is due, and such failure continues for more than twenty (20) days
          after Landlord gives written notice thereof to Tenant, or if the
          default cannot reasonably be cured within said twenty (20) day period
          and Tenant fails promptly to commence with due diligence and dispatch
          the curing of such default or, having so commenced, thereafter fails
          to prosecute or complete with due diligence and dispatch the curing of
          such default or fails to complete the cure within a reasonable period
          of time (however, if Tenant fails to cure such default within 45 days
          after the expiration of such 20 day period, Landlord shall then be
          entitled to effectuate a cure in which case Tenant shall be
          responsible for Landlord's out-of-pocket costs with respect to same);
          or

22.5.     INSOLVENCY: Tenant (a) files or consents by answer or otherwise to the
          filing against it of a petition for relief or reorganization or
          arrangement or any other petition in bankruptcy or liquidation or to
          take advantage of any bankruptcy or insolvency law of any
          jurisdiction; (b) makes an assignment for the benefit of its
          creditors; (c) consents to the appointment of a custodian, receiver,
          trustee or other officer with similar powers of itself or of any
          substantial part of its property; or (d) takes action for the purpose
          of any of the foregoing; or

22.6.     RECEIVER: A court or governmental authority of competent jurisdiction,
          without consent by Tenant, enters an order appointing a custodian,
          receiver, trustee or other officer with similar powers with respect to
          it or with respect to any substantial power of its property, or
          constituting an order for relief or approving a petition for relief or
          reorganization or any other petition in bankruptcy or insolvency law
          of any jurisdiction, or ordering the dissolution, winding up or
          liquidation of Tenant, or if any such petition is filed against Tenant
          and such petition is not dismissed within 60 days; or

22.7.     ATTACHMENTS: This Lease or any estate of Tenant hereunder is levied
          upon under any attachment or execution and such attachment or
          execution is not vacated within sixty (60) days.

22.8.     ASSIGNMENT/SUBLEASE: Tenant assigns this Lease or subleases all or any
          portion of the Premises without Landlord's prior written consent.

23.       REMEDIES OF LANDLORD UPON TENANT'S EVENT OF DEFAULT:

23.1.     TERMINATION: In the event of an Event of Default by Tenant, Landlord
          may, at his option, terminate the Lease and repossess the Premises
          pursuant to the laws of the State of Florida and recover from Tenant
          as damages:

          (a) the unpaid rent and other amounts due at the time of termination
          plus interest thereon at the Default Rate from the due date until
          paid;

          (b) the present value of the balance of the rent for the remainder of
          the term after termination less the present value of the fair market
          value rental of the Premises for said period (both determined by
          applying a discount rate of 1 1/2% below the Wall Street Journal Prime
          Rate); and

          (c) any other amount necessary to compensate Landlord for all
          detriment proximately caused by Tenant's failure to perform its
          obligations under the Lease or which in the ordinary course of things
          would be likely to result therefrom, including, without limitation,
          the cost of recovering the Premises.

23.2.     LANDLORD'S OPTIONS: Landlord may, in the alternative, (i) continue
          this Lease in effect, as long as Landlord does not terminate Tenant's
          right to possession, and Landlord may enforce all its rights





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<PAGE>   23

          and remedies under the Lease, including the right to recover the rent
          as it becomes due under the Lease; or (ii) terminate Tenant's right of
          possession (but not this Lease) and repossess the Premises pursuant to
          the laws of the State of Florida, without demand or notice of any kind
          to Tenant except that which is required by Florida law and its
          requirements of legal process, in which event Landlord shall use
          commercially reasonable efforts to relet the Premises for the account
          of Tenant for such rent and upon such terms as shall be reasonable.
          For purpose of such reletting Landlord is authorized by Tenant to
          decorate or to make any repairs, changes, alterations or additions in
          or to the Premises that may be necessary or convenient, at Tenant's
          expense, provided that the same are justified by the economics of the
          replacement lease in Landlord's reasonable determination. Tenant shall
          also be responsible for rent for the period that the Premises are
          vacant and all costs of re-letting, including without limitation,
          brokerage commissions and attorneys' fees. Tenant shall also be liable
          for any deficiency of such rental below the total rental and all other
          payments herein provided for the unexpired balance of the term of this
          Lease; or (iii) exercise any and all other rights and remedies
          available to Landlord at law or in equity.

24.       SECURITY DEPOSIT: PURPOSELY OMITTED

25.       LIEN FOR RENT: Landlord expressly waives all rights of levy, distraint
          or execution with respect to Tenant's property, including without
          limitation any statutory or common law security interest or landlord's
          lien for rent.

26.       LIMITATION ON LANDLORD'S PERSONAL LIABILITY: Tenant specifically
          agrees to look solely to Landlord's interest in the Project and its
          rents (subject to prior assignment and subordination in favor of third
          parties) for the recovery of any judgment from Landlord, it being
          agreed that Landlord (and any officers, shareholders, partners,
          directors or employees of Landlord or of any partners in the entity
          comprising Landlord) shall never be personally liable for any such
          judgment.

27.       ATTORNEY'S FEES: If there is any legal action or proceeding between
          Landlord and Tenant regarding this Lease or to protect or establish
          any right or remedy of either Landlord or Tenant hereunder, the
          unsuccessful party to such action or proceeding will pay to the
          prevailing party all costs and expenses, including reasonable
          attorneys' fees incurred by such prevailing party in such action or
          proceeding and in any appearance in connection therewith, and if such
          prevailing party recovers a judgment in any such action, proceeding or
          appeal, such costs, expenses and attorney's fees will be determined by
          the court handling the proceeding and will be included in and as a
          part of such judgment. Wherever used in this Lease, "attorney's fees"
          and "costs" shall include those incurred at the trial level and at all
          levels of appeal as well as those incurred in any bankruptcy
          proceedings.

28.       WAIVER: No failure of either party to enforce any term hereof shall be
          deemed to be a waiver.

29.       SEVERABILITY: If any clause or provisions of this Lease is illegal,
          invalid or unenforceable under present or future laws effective during
          the term hereof, then it is the intention of the parties hereto that
          the remainder of this Lease shall not be affected thereby, and it is
          also the intention of both parties that in lieu of each clause or
          provision that is illegal, invalid or unenforceable, there shall be
          added as a part of this Lease, a clause or provision as similar in
          terms to such illegal, invalid or unenforceable clause or provision as
          may be possible and be legal, valid and enforceable. Notwithstanding
          the foregoing, this paragraph shall be inapplicable to the extent any
          Laws would void any obligation of Tenant to pay rent or other charges
          due from Tenant to Landlord hereunder or Landlord to provide
          utilities, services or access to the Premises and parking.

30.       NOTICES: All notices or other communications required or permitted
          hereunder must be in writing, and be (i) personally delivered
          (including by means of professional messenger service) with signed
          receipt,





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<PAGE>   24

          (ii) sent by overnight, receipted courier, with request for next
          Business Day delivery, or (iii) sent by registered or certified mail,
          postage prepaid, return receipt requested, to the addresses set forth
          in PARAGRAPH 1. All notices sent by mail will be deemed received on
          the date of acceptance or rejection of service.

31.       HOLDING OVER: Any holding over after the expiration or termination of
          this Lease shall only be for a period of sixty (60) days and construed
          as a month-to-month tenancy on the same terms of this Lease except
          that per diem Base Rent shall be 125% of the per diem Base Rent for
          the month of the Lease preceding the month in which the expiration or
          termination occurred, and otherwise in accordance with the terms
          hereof, as applicable. In the event Tenant shall be or become a
          holdover tenant, Tenant shall also indemnify Landlord against all
          claims for damages against Landlord as a result of Tenant's possession
          of the Premises after such 60 day period, including, without
          limitation, claims for damages by any tenant to whom Landlord may have
          leased the Premises, or any portion thereof, for a term commencing
          after the expiration or termination of this Lease.

32.       TIME: Time is of the essence of this Lease.

33.       HEIRS, ASSIGNS, SUCCESSORS: This Lease is binding upon and inures to
          the benefit of the assigns and successors in interest of Landlord and
          is binding upon and inures to the benefit of Tenant and Tenant's heirs
          and successors and, to the extent assignment may be approved by
          Landlord or otherwise permitted hereunder, Tenant's assigns.

34.       SUBORDINATION: This Lease is and shall always be subordinate to the
          lien of any mortgages which are now or shall at any future time be
          placed upon the Project, the Premises or Landlord's rights hereunder,
          and to any renewals, extensions, modifications or consolidations of
          any such mortgage, if and only if, in each instance Tenant receives a
          non-disturbance agreement from the holder of each and every such
          mortgage. Landlord represents that as of the date of this Lease, the
          only mortgage encumbering the Project and the Building is in favor of
          Bank Atlantic (the "Existing Lender"), and Landlord shall use
          reasonable, diligent efforts deliver to Tenant no later than the
          Delivery Date the non-disturbance agreement having been signed by the
          Existing Lender in the form attached hereto as Schedule 4. If Tenant
          does not receive the non-disturbance agreement from the Existing
          Lender within 10 days after the date this Lease is signed by the
          parties, Tenant shall be entitled to cancel this Lease by notice of
          cancellation given to Landlord prior to the expiration of such 10 day
          period. Tenant's obligation to subordinate this Lease to any future
          lender shall be subject to receipt of a non-disturbance agreement in
          the form attached hereto as Schedule 4 (but for changing the name of
          the lender and identification of the mortgage and related loan
          documents or other changes approved by Tenant, which approval shall
          not be unreasonably withheld, conditioned or delayed).

35.       ESTOPPEL CERTIFICATE; FINANCIAL STATEMENTS:

35.1.     CONTENT: Tenant shall at any time upon not less than 15 DAYS' prior
          written notice from Landlord execute, acknowledge and deliver to
          Landlord a statement in writing:

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

          (d) acknowledging that there are not, to Tenant's knowledge without
          investigation, any uncured defaults on the part of Landlord hereunder,
          or specifying such defaults if any are claimed. Any such statement may
          be conclusively relied upon by a prospective purchaser or encumbrancer
          to the Premises.



                                       24
<PAGE>   25

35.2.     FAILURE TO DELIVER: If Tenant fails to deliver such statement within
          such time, Landlord shall be entitled to send Tenant a reminder
          notice, and if Tenant shall fail to deliver such statement within 5
          days after receipt of the reminder notice, the following shall be
          conclusive upon Tenant:

          (A)       that this Lease is unmodified and in full force and effect,
                    without modification except as may be represented by
                    Landlord;

          (B)       that there are no uncured defaults in Landlord's
                    performance; and

          (C)       that not more than one month's rent has been paid in advance
                    or such failure may be considered by Lessor as a default by
                    Tenant under this Lease.

36.       AUTHORIZATION: If Tenant executes this Lease as a corporation or
          partnership, then Tenant and the person(s) executing this Lease on
          behalf of Tenant, represent and warrant that such entity is duly
          qualified to do business in the State in which the Project is located
          and that the individuals executing this Lease on Tenant's behalf are
          duly authorized to execute and deliver this Lease on Tenant's behalf.

37.       JOINT AND SEVERAL LIABILITY: In the event that more than one person or
          entity executes the Lease as Tenant, all such persons and entities
          shall be jointly and severally liable for all of Tenant's obligations
          hereunder. In the event that Tenant is a partnership, all general
          partners shall be jointly and severally liable for all of Tenant's
          obligations hereunder.

38.       FORCE MAJEURE: Each party shall be excused for the period of any delay
          in the performance of any obligations hereunder when prevented from
          doing so by cause or causes beyond that party's absolute control which
          shall include, without limitation, all labor disputes, civil
          commotion, civil disorder, riot, civil disturbance, war, war-like
          operations, invasion, rebellion, hostilities, military or usurped
          power, sabotage, governmental moratoriums, fire or other casualty or
          Acts of God.

39.       RECORDING: Tenant shall not record this Lease, or any memorandum or
          short form thereof, without the written consent and joinder of
          Landlord, which may be unreasonably withheld.

40.       RIDER: A Rider, signed by the parties /X / is attached / / is not
          attached hereto.

41.       ENTIRE AGREEMENT: The foregoing constitutes the entire agreement
          between the parties and may be modified only by a writing signed by
          both parties.

42.       GOVERNING LAW: This Lease shall be construed in accordance with the
          internal laws of the State of Florida (without regard to conflicts of
          law or choice of law rules). Landlord and Tenant hereby submit to the
          jurisdiction of the Civil Courts of the State of Florida in respect of
          any suit or other proceeding brought in connection with or arising out
          of this Lease and venue shall be in Palm Beach County, Florida.

43.       RADON GAS: The following statement is included in order to comply with
          Florida statutory law requirements: Radon is a naturally occurring
          radioactive gas that, when it has accumulated in a building in
          sufficient quantities, may present health risks to persons who are
          exposed to it over time. Levels of radon that exceed Federal and State
          guidelines have been found in buildings in Florida. Additional
          information regarding radon and radon testing may be obtained from
          your county public health unit.

44.       MOVING ALLOWANCE: Landlord shall provide Tenant upon lease
          commencement with a moving allowance of $1.50 per rentable square foot
          to help defray Tenant's cost of moving (including without limitation
          costs of cabling and relocation of systems) upon receipt of invoices
          for such expenditures. Tenant will not be charged for any elevator
          service, supervision, guard service (unless after normal building
          operating hours), and cleaning for its initial move in.

45.       OPTION TO RENEW: Tenant has two (2) options to renew the lease for a
          period of five (5) years each




                                       25
<PAGE>   26

          provided that in exercising each Tenant (i) is not in default
          hereunder beyond any applicable cure period and (ii) gives Landlord
          written notice via registered mail return receipt requested and
          received by Landlord not later than twelve (12) months prior to
          initial lease expiration or first extended option period as
          applicable. All terms and conditions as contained in the Lease shall
          remain the same except that the renewal rate shall be the "prevailing
          market rate" for similar space in comparable buildings for similar
          inducements, and lease term in downtown Boca Raton area. If Tenant
          should fail to exercise the first option to renew within the time
          period aforementioned upon the terms and conditions herein stated,
          both the first and second option to renew shall automatically lapse
          and expire and Tenant shall have no further right, title or interest
          in and to the Premises upon expiration of the initial Lease term. The
          term "prevailing market rate" per rentable square foot shall mean the
          annual rate of rent determined by Landlord and accepted by Tenant, as
          the prevailing market base rental rate in the downtown area of Boca
          Raton, Florida for comparable office space which has been built out
          for occupancy (taking into consideration the duration of the terms for
          which such space is being leased, location and/or floor level within
          the applicable building, when the applicable rate first becomes
          effective, quality and location of the applicable building, rental
          concessions, build-out allowances and other relevant factors) for a
          lease term commencing on the Option Period commencement date. Executed
          leases and bona fide written offers to lease comparable space in the
          Building received by Landlord from third parties (at arm's length) may
          be used by Landlord as an indication of the prevailing market rate. In
          the event of Tenant's rejection of Landlord's quoted prevailing market
          rate with ten (10) days of receipt of same from Landlord, Landlord and
          Tenant shall thereafter each select a broker with substantial
          experience in the downtown area of Boca Raton, Florida, office market
          for the purpose of making a determination of the prevailing market
          rate for each option period commencement date; provided that if either
          Landlord or Tenant shall fail to notify the other of the identity of
          its selected broker as aforesaid within twenty (20) days of the
          others' written demand therefore (which demand shall identify the
          notifying party's broker and make specific reference to the
          consequences imposed by this provision for non-selection), the party
          who shall have failed to identify its broker shall be deemed to have
          irrevocably consented to the prevailing market rate determined in good
          faith by the broker selected by the other party. Assuming that both
          brokers are timely selected, however, the two selected brokers shall
          then each independently make a determination of prevailing market rate
          for each subsequent option period commence date and shall together
          select a third broker, experienced as aforesaid. The jointly selected
          broker shall then select one of the two determinations as aforesaid
          for each remaining option period commencement date which is closest to
          the prevailing market rate for purposes of this provision. This
          determination, so long as it is made in good faith, shall be final and
          not subject to appeal. Each party to the Lease shall pay the fees and
          cost of its own broker and one-half of the fees and costs payable to
          the jointly-selected broker determined as aforesaid (the foregoing
          collectively referred to as the "Three-Broker Method").

46.       RIGHT OF FIRST REFUSAL: Landlord agrees to provide Tenant with a
          continuous right of first refusal which is subordinate to any existing
          tenant then in place and under lease (including any renewal right
          stated in existing tenant's lease, this subordination meaning only
          that the existing tenant shall have superior rights with respect to
          its own space) on space located on the 2nd and 3rd floors of Building
          Two at First Union Plaza. In the event that the Landlord receives an
          acceptable offer from a third party for space, then Landlord shall
          provide Tenant with the acceptable offer and Tenant shall notify the
          Landlord within five (5) business days of receiving same of its intent
          to exercise its right. Should the Tenant exercise its right, and if
          such offer is a bonafide arm's length offer, the rental, terms and
          conditions shall be per Tenant's existing lease, except for 1) the
          area which shall be equivalent to the prospect's area; and 2) lease
          term shall be coterminous with this Lease, however if initial lease
          term is less than five (5) years the term shall be extended out to a
          minimum five (5) year lease, or to a maximum ten (10) year lease.
          Lease term is at Tenant's sole election. Should Tenant fail to
          exercise the right of first refusal within the time period
          aforementioned upon the terms and conditions herein stated, such right
          of first refusal for that particular third party offer to lease space
          shall lapse.

47.       SATELLITE DISH: If required by Tenant, Landlord shall grant Tenant a
          license to install a satellite dish





                                       26
<PAGE>   27

          or other communications equipment on the roof of the building at no
          rental cost to Tenant, together with the right to install such cabling
          and other installations reasonably acceptable to Landlord, subject
          however to all terms and conditions of the Site License Agreement
          Rider attached hereto and made a part hereof as SCHEDULE 2. All Dish
          size and design must be architectural compatible to the Project,
          comply with all governmental structural requirements and Laws and be
          reasonably approved by Landlord.

48.       GENERATOR: Tenant shall have the right to install a generator for
          Tenant's sole use in a mutually acceptable location, at Tenant's sole
          cost and expense. Tenant hereby indemnifies, defends (by counsel
          reasonably acceptable to Landlord), protects and holds Landlord
          harmless from and against any and all claims, demands, losses,
          damages, costs and expenses (including attorney's fees) or death of or
          injury to any person or damage to any property whatsoever arising in
          favor of third parties or Landlord and out of or relating to Tenant's
          installation, maintenance or use of its generator, regardless of
          whether caused by Tenant or its agents, employees or invitees.

49.       OPTION TO EXPAND: Tenant shall have an option to expand onto the third
          floor for rentable square footage totaling approximately 8,000
          provided that Tenant gives Landlord written notice not later than ten
          (10) days following March 25, 2006. The rental rate, tenant
          improvements, and additional incentives shall be the prevailing market
          rate (as determined in accordance with Section 46 above) taking into
          account the foregoing for similar space for buildings in the general
          downtown Boca Raton area but in no event will rental rate be lower
          than current rate being paid by Tenant at time of option. In the event
          of a disagreement between the parties as to prevailing market rate,
          such rate will be resolved by arbitration using the "Three Broker
          Method" as utilized in connection with Tenant's renewal option. Rent
          on the expansion space will commence upon the earlier of (i) sixty
          days following Landlord's delivery of the possession of the expansion
          space or (ii) Tenant's conducting its business within such expansion
          space. Landlord shall deliver possession of the expansion space to
          Tenant upon expiration of the terms of the two leases currently
          existing for such space.

50.       OPPORTUNITY TO LEASE AVAILABLE SPACE: During the term of lease, Tenant
          shall have the right to lease available space in the building, on the
          2nd and 3rd floors, by providing Landlord written notice of its
          intent. Upon Landlord receiving notice from Tenant that it requires
          additional space, landlord shall notify Tenant in writing that space
          is available (or not) and the terms upon which Landlord would lease
          such space. Such terms shall in any event not exceed the prevailing
          market rate (as determined in accordance with Section 46 above) taking
          into account the foregoing for similar space for buildings in the
          general downtown Boca Raton area but in no event will rental rate be
          lower than current rate being paid by Tenant at time of the election
          of such right. In the event that Landlord and Tenant cannot agree on
          terms however Tenant still elects to lease such space, then the
          parties shall then proceed to arbitration based on the Three Broker
          Method.

51.       WAIVER OF THE RIGHT TO TRIAL BY JURY: LANDLORD AND TENANT HEREBY
          KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
          ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY HEREINAFTER INSTITUTE
          AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR
          RELATED TO THIS LEASE OR THE PREMISES, OR THE PROJECT.

52.       CONSENTS AND APPROVALS: Except as otherwise set forth in this Lease,
          in each instance where a party's approval or consent is required or
          its opinion controls any aspect of this Lease affecting the other
          party, (i) such approval shall not be unreasonably withheld or delayed
          unless this Lease expressly allows such approval or consent to be
          withheld arbitrarily or in the party's sole determination, and (ii)
          such opinion shall be reasonably rendered.






                                       27
<PAGE>   28

53.       CONSEQUENTIAL DAMAGES: Notwithstanding anything to the contrary in
          this Lease, neither party shall be liable to the other party for
          consequential damages or punative damages; provided, however, the
          limitation for consequential damages shall not apply to consequential
          damages that Tenant shall be entitled to seek from Landlord on account
          of Landlord unreasonably withholding consent to Tenant's desired
          assignment of this Lease or sublease of the Premises.

54.       LANDLORD'S DEFAULT: Without limiting other remedies expressly reserved
          to Tenant in this Lease or any remedies of Tenant at law or in equity,
          Tenant shall be entitled to terminate this Lease in case of Landlord's
          default which remains uncured after the applicable cure period. The
          applicable cure period shall be the same period of time following
          Tenant's notice to Landlord of the default applicable to defaults of
          Tenant. In the event Tenant terminates this Lease on account of
          Landlord's default, Landlord shall, in addition to other remedies
          expressly reserved to Tenant in this Lease, pay Tenant the unamortized
          portion of costs and expenses paid by Tenant in connection with the
          Tenant Finish over and above the Tenant Allowance.







                                       28
<PAGE>   29



         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.

                                      LANDLORD:

                                      BOCA II ASSOCIATES, LTD., a Florida
                                      limited partnership

                                      By: SONGY PARTNERS LIMITED,
                                          a Florida limited partnership, its
                                          general partner

                                      By: SPL Florida, Inc., a Florida
                                          corporation, its general partner


                                      By: /s/ David B. Songy
                                          ---------------------------------
                                      David B. Songy, President



                                      TENANT:

                                      Mackenzie Investment Management, Inc.


                                      By: /s/ C. William Ferris
                                          ---------------------------------
                                      Print Name: C. William Ferris
                                      Title: Senior Vice President





                                       29
<PAGE>   30






                                  SCHEDULE 1(A)


                            [Diagram of fourth floor]


























                                       30
<PAGE>   31





                                  SCHEDULE 1(B)


                            [Diagram of fifth floor]



















                                       31
<PAGE>   32





                                  SCHEDULE 1(C)


                            [Diagram of sixth floor]
























                                       32
<PAGE>   33


                                   SCHEDULE 2



                               SITE LICENSE RIDER
                                    (Rooftop)

         1. GRANT. Subject to the following terms and conditions, Landlord
hereby grants Tenant the nonexclusive license to install, maintain, operate and
remove radio communications equipment and related appurtenances on certain
designated space on roof of the Building, and licenses to Tenant the use of
certain designated portion of the Building appropriate electric and telephone
connections within or without the Building (the space on and within the Building
for Tenant attachment and additional space for Tenant's occupancy and
connections hereafter collectively the "Site"). This license is irrevocable
during the term of the Lease provided that Tenant complies with this Rider and
does not remain in default of the Lease beyond the expiration of any applicable
cure period. The Site is provided to Tenant in "AS IS, WHERE-IS, WITH ALL
FAULTS" condition to be mutually determined by Landlord and Tenant. Landlord
shall continue to have the right to grant others rights to occupy or utilize the
roof of the Building.

         2. USE. Tenant shall have the right, at its sole expense, to install,
construct, maintain, modify and repair (and, with Landlord's prior written
approval, which shall not be unreasonably withheld) supplement, replace and
upgrade radio and other communications transmitting and receiving antennas,
supporting mounts and cables, equipment, storage structures and other
improvements relating thereto (collectively the "Equipment") on the Site. Tenant
shall provide Landlord a description of the external antennas and their mounting
brackets included. Tenant shall have the right to use, as reasonably determined
by Landlord and Tenant, the Building conduit and sleeving connecting such
locations and servicing the equipment as currently existing within, provided,
however, that Tenant shall connect its Equipment to those adequate sources of
electricity and telephone which are located closest to Tenant's site (with the
consent and coordination of the appropriate telecommunications provider) unless
Landlord has given, its written approval of Tenant connecting to alternative
sources. The aforementioned uses and equipment are hereafter referred to as
"Permitted Uses". Except as specifically approved by Landlord in writing (which
approval shall not be unreasonably withheld or delayed), antennas and other
Equipment must not extend above Building roof parapet walls or be visible from
the Common Areas and shall be located on the roof of the Building. All exterior
antennas and other external Equipment shall be painted so as to reasonably match
the appearance of the surfaces on which they are mounted. Any changes in number,
type, or location of antennas or other Equipment shall require Landlord's prior
written approval, which shall not be unreasonably withheld. Tenant may install
at its sole cost and expense a chain link non-electrified security fence around
the Site so long as it provides Landlord with a duplicate key to the fence. All
Equipment and all work performed with respect thereto shall be in compliance
with all Laws at Tenant sole cost and expense. Tenant shall be solely
responsible, at its expense, for securing any and all building permits and
approvals, zoning changes or approvals, variances, use permits and other
governmental permits from applicable governmental authorities, including any
Federal Aviation Administration approval (collectively, "Permits,") prior to any
construction or other work on the Site. Landlord agrees to reasonably cooperate
with Tenant in obtaining the Permits, provided Landlord is not obligated to
expend any funds, bring any legal actions in furtherance of the same, or have
any liability or cost associated therewith. Tenant agrees to reimburse Landlord,
on demand, its reasonable attorney's fees to review any documentation requested
to be executed or





                                       33
<PAGE>   34

consent to by Landlord. Landlord makes absolutely no representations or
warranties regarding the Permits or whether the Permits are obtainable and shall
have no liability to Tenant for failure to obtain any Permits. Copies of the
Permits shall be provided to Landlord within five (5) days of obtaining same and
in all events prior to installation of the Equipment. Tenant shall promptly pay
all costs and expenses incurred in connection with the installation,
construction, maintenance, repair, operation, upgrade, replacement or removal of
the Equipment and shall not cause or permit any lien to be created against the
Site. Nothing in this Rider will be deemed in any way to give Tenant any right,
power or authority to contract for or permit to be furnished any service or
materials which would give rise to the filing of any construction, mechanics' or
materialmen's lien against Landlord's estate or interest in the Project, it
being agreed that no estate or interest of Landlord in the Project will be
subject to any lien arising in connection with any alteration, additions or
improvements made by or on behalf of Tenant. Tenant agrees to incorporate the
provisions of this paragraph into the contract with any contractor installing
the Equipment or otherwise conducting work on the Site on behalf of Tenant;
provided, however, Tenant's inadvertent failure to make such notification shall
not be deemed a default of this Rider or the Lease. Landlord reserves the right,
in addition to the foregoing, to record in the public records a notice of
non-responsibility as provided for in the Construction Lien law. Tenant shall,
within ten (10) days after being requested to do so by Landlord, execute,
acknowledge and deliver to Landlord a notice of this Rider in recordable form
confirming that the terms of the Rider with the third party expressly provides
that the interest of Landlord in the Project shall not be subject to liens for
improvements made or other work performed by or on behalf of Tenant and such
other information as may be required by Chapter 713, Florida Statutes to prevent
the interest of Landlord in the Project from being subject to liens for
improvements made or other work performed by or on behalf of Tenant. Tenant
shall only use the Equipment for its own personal use, and in no event shall
Tenant be permitted to allow the Equipment to be used by or for the direct or
indirect benefit of anyone other party other than an affiliate and any entities
into which Tenant is merged or consolidated, or an entity to which a substantial
portion of Tenant's assets are transferred, or any permitted assignee or
subtenant under the Lease.

         3. MAINTENANCE. Tenant, at its sole cost, shall comply with all
applicable Laws relating to its possession of the Site and use of the Equipment.
Tenant shall be responsible for all maintenance of the Equipment and for the
cost of all repairs or damage to the Building caused by Tenant, or Tenant's
agents, employees, contractors or subcontractors, subject to Section 16.6 of the
Lease. Tenant shall timely and promptly commence (not to exceed five (5)
business days) repair, and diligently pursue completion of such repair, at
Tenant's sole cost any such damage (however, if Tenant fails to cure such repair
within 45 days, Landlord shall then be entitled to effectuate a cure in which
case Tenant shall be responsible for Landlord's out-of-pocket cost with respect
to same). If the Equipment is damaged or in need of maintenance or repair so
that it is creating or could create a hazard, the determination of which will be
made by Landlord in its sole discretion, then Landlord has the right to require
Tenant to promptly perform such maintenance and repairs as Landlord deems
necessary. If Tenant fails to promptly perform such maintenance or repairs,
Landlord may, upon notice to Tenant, enter onto the Site and perform such
maintenance or repairs, in which case Tenant shall reimburse Landlord for all
costs and expenses associated with such maintenance and repairs plus an
administrative fee of ten percent (10%) of the cost of the repairs. If necessary
upon notice from Landlord, Tenant shall remove the Equipment, at its expense, if
required for Landlord to conduct repair or maintenance on the roof or any
portion of the Project; provided, however, Landlord agrees to use reasonable
efforts to perform non-critical (i.e. normal and routine maintenance)
maintenance that would materially and adversely interfere with Tenant's use of
its equipment during non-Business Hours. The




                                       34
<PAGE>   35

foregoing shall not apply to repairs or emergencies (defined as a situation
involving imminent danger to person or property) or non-critical maintenance
that would not materially or adversely interfere with Tenant's use of its
equipment.

         4. INTERFERENCE.

                  (a) Tenant agrees to install Equipment only of types and
generating frequencies, which will not cause interference to transmissions, or
signals from Landlord and other users of the Project as may be already in place
or may hereafter be placed on the Project. Tenant shall not change the frequency
range outside of the 1850-1990 MHZ frequency range if it interferes with other
users within the Project. In the event that the Equipment causes such
interference, Tenant will take all steps necessary to correct and eliminate the
interference. If the interference cannot be eliminated within 48 hours after
receipt of written notice from Landlord to Tenant, Tenant shall disconnect
electronic power and shut down the Equipment (except for intermittent operation
for the purpose of testing, after performing maintenance, repair, modification,
replacement, or other action taken for the purpose of correcting such
interference) until such interference is corrected, and if such interference is
not corrected within 30 days after receipt of the written notice, Tenant agrees
to remove the Equipment from the Project and this Rider shall terminate as if by
expiration.

                  (b) Tenant will not permit the Equipment to create discernible
adverse affects on any other equipment located on or in the Building, or
transmissions or reception of signals of such other equipment. Tenant and
Landlord acknowledge the Equipment emits electromagnetic fields. The guidelines
for human exposure to these electromagnetic fields are recommended in "American
National Standard Safety Levels with respect to Human Exposure to Radio
Frequency Electromagnetic Fields, 300 KHZ to 100 GHZ," (ANSI C95.l-1982) issued
by the American National Standards Institute and adopted by the Federal
Communications Commission, as same may be undated or amended from time to time
(the "ANSI Standards"). Tenant agrees to fully comply with the latest adopted
edition of the ANSI Standards and any other standards or regulations which may
be adopted from time to time by governmental agencies having jurisdiction over
the use of the Equipment.

                  (c) Landlord shall have no liability for any interference to
Tenant's operation of the Equipment caused by a third party. Landlord agrees to
use reasonable efforts enforce upon any third party users of the Building roof
the similar restrictions regarding interference as set forth in this Paragraph
4, provided that Landlord shall not be obligated to expend funds or institute a
lawsuit against such third party user.

                  (d) In the event of any default hereunder which remains
uncured after expiration of the non-monetary default cure period set forth in
the Lease, Landlord shall also have the right to terminate this Rider
independent of or in connection with the Lease termination.

         5. IMPROVEMENTS, UTILITIES AND ACCESS.

                  (a) The Equipment shall remain the exclusive property of
Tenant, and Tenant shall have the obligation to remove all Equipment following
any termination of this Rider and to repair all damage caused by the Equipment's
installation, operation, repair, replacement or removal.



                                       35
<PAGE>   36

                  (b) At its sole cost and expense, Tenant shall have the right
to install utilities and to improve present utilities on the Project for Tenant
use only, including but not limited to the installation of emergency power
generators, in order to service the Equipment throughout the term of this Rider.
The foregoing right of Tenant is subject to Landlord's reasonable prior approval
of the plans and specifications therefore and the contractor performing such
work. Tenant shall have no right to adversely effect the structural, electrical,
utility, roof or mechanical systems existing in the Project or increase the
burden thereon. All such work will be in compliance with all rules, regulations
and Laws governing same. Landlord shall have the right to require Tenant to use
a contractor selected by Landlord in the event such work may impact the roof,
electrical or utility system or the structural integrity of the Project. Tenant
shall be responsible for all utility connection charges, and all utility use
charges, for electricity or any other utility used by Tenant. Unless otherwise
agreed in writing by Landlord, all utility services to the equipment shall be
separately metered at Tenant's sole cost and expense. All utility installations,
connections and upgrades by Tenant are limited to the Permitted Uses unless
Tenant obtains Landlord's prior written consent.

                  (c) Tenant agrees to observe such reasonable rules and
regulations as Landlord shall from time to time adopt for users of the roof,
provided, however that, subject to reasonable safety and security precautions,
Landlord shall allow access to the Site and the Equipment at all times, 24 hours
each day, every day, through a reasonable means of ingress and egress. Tenant,
at its sole expense, may use appropriate, non-dangerous means of restricting
unauthorized access to the Site and the Equipment, provided, however, that
Landlord shall have access to the Site for inspections and repairs at all times.

          6. HOLD HARMLESS. Tenant agrees to defend, indemnify and hold Landlord
and its Affiliates or subsidiary companies, their offices, agent and employees
harmless from any and all liabilities, costs, damages, expenses, losses, claims,
actions, suits, causes of action, judgments, and charges of every kind and
nature whatsoever arising in favor of third parties, including reasonable
attorney's fees, which may in any manner arise out of or relate to Tenant's use
or occupancy of the Project or its installation, operation, repair, replacement,
maintenance or removal of the Equipment or the performance or non-performance of
this Rider by Tenant, Tenant's contractors, subcontractors, employees, agents or
assigns, including without limitation, those that may arise out of the use or
furnishing of materials, and as to such claims, actions, suits, causes of
action, judgments, and charge of every kind and nature whatsoever arising from
or resulting from any misconduct by Tenant, its subcontractors, agents,
servants, employees, or any or all of them. "Affiliates" shall mean any person
or entity that directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with, another person or
entity. "Control" for this definition shall be defined as holding at least a
majority of voting power or operating control. The indemnification obligations
set forth herein shall survive the expiration or termination of this Rider.

          7. COMPLIANCE WITH LAWS. All installations and operations in
connection with this Rider by Tenant shall be conducted in accordance with all
applicable rules and regulations of the Federal Communications, Federal Aviation
Agency, and all other applicable federal, state Laws, codes and regulation.
Tenant is solely responsible for the licensing, operation and maintenance of
Tenant's Equipment, including, without limitation, compliance with any terms of
its Federal Communications Commission license with respect to building light
observation any




                                       36
<PAGE>   37

notification to the Federal Aviation Administration in that regard. Tenant's
Equipment, transmission lines, and any related devises, and the installation,
maintenance and operation thereof, shall not damage the Building, the Project,
or any Project or properties adjoining, or interfere with the use of the
Building and the remainder of the Project, by Landlord, others, and Tenant shall
defend, indemnify and hold harmless Landlord from any and all liabilities,
claims, damages, losses, causes of action, costs and expenses (including
attorney's fees and costs through trial and all appellate levels) arising from
or in connection with any such damage or interference. This obligation of
Tenant's to defend, indemnify and hold harmless Landlord survives the
termination of this Rider.












                                       37
<PAGE>   38




                                   SCHEDULE 3

                              RULES AND REGULATIONS


1.       Sidewalks, halls, passages, exits, entrances, elevators, escalators and
         stairways shall not be obstructed by Tenants or used by them for any
         purpose other than for ingress and egress from their respective
         premises. The halls, passages, exits, entrances, elevators and
         stairways are not for the use of the general public and Landlord shall
         in all cases retain the right to control and prevent access thereto by
         all persons whose presence, in the reasonable judgment of Landlord,
         shall be prejudicial to the safety, character, reputation and interests
         of the Building and its Tenants, provided that nothing herein contained
         shall be construed to prevent such access to persons with whom any
         Tenant normally deals in the ordinary course of such Tenant's business
         unless such persons are engaged in illegal activities. No Tenant, and
         no employees or invitees of any Tenant, shall go upon the roof of the
         Building, except in accordance with reasonable procedures established
         by Landlord.

2.       Except as permitted by the Lease, no sign, placard, picture, name,
         advertisement or notice, visible from the exterior of the Building
         shall be inscribed, painted, affixed, installed or otherwise displayed
         by any Tenant either on its premises or any part of the Building
         without the prior written consent of Landlord, and Landlord shall have
         the right to remove any such sign, placard, picture, name,
         advertisement, or notice without notice to and at the expense of
         Tenant.

         If Landlord shall have given such consent to any Tenant at any time,
         whether before or after the execution of the Lease, such consent shall
         in no way operate as a waiver or release of any of the provisions
         hereof or of such Lease, and shall be deemed to relate only to the
         particular sign, placard, picture, name, advertisement or notice so
         consented to by Landlord and shall not be construed as dispensing with
         the necessity of obtaining the specific written consent of Landlord
         with respect to any other such sign, placard, picture, name,
         advertisement or notice.

         All approved signs or lettering on doors and walls shall be printed,
         painted, affixed and inscribed at the expense of the Tenant by a person
         approved by Landlord.

3.       The bulletin board or directory of the Building will be provided
         exclusively for the display of the name and location of Tenants only
         and Landlord reserves the right to exclude any other names therefrom.

4.       No curtains, draperies, blinds, shutters, shades, screens or other
         coverings, awnings, hangings or decorations shall be attached to, hung
         or placed in, or used in connection with, any window or door on the
         premises without the prior written consent of Landlord. In any event
         with the prior written consent of Landlord, all such items shall be
         installed inboard of Landlord's standard window covering and shall in
         no way be visible from the exterior of the Building. No articles shall
         be placed or kept on the windowsills so as to be visible from the
         exterior of the Building. No articles shall be placed against glass
         partitions or doors which might appear unsightly from outside Tenant's
         premises.

5.       Landlord reserves the right to exclude from the Building between the
         hours of 6:00 P.M. and 8:00 A.M. and at all hours on Saturday, Sundays,
         and holidays all persons who are not Tenants or their accompanied
         guests in the Building. Each Tenant shall be responsible for all
         persons for whom it allows to enter the Building and shall be liable to
         Landlord for all acts of such persons.




                                       38
<PAGE>   39

         Landlord shall in no case be liable for damages for unintentional error
         with regard to the admission to or exclusion from the Building of any
         person.

         Landlord shall provide security service for the building consistent
         with first class office buildings in major metropolitan areas in the
         Southeast United States.

         During the continuance of any invasion, mob, riot, public excitement or
         other circumstances rendering such action advisable in Landlord's
         opinion, Landlord reserves the right to prevent access to the Building
         by closing the doors, or otherwise, for the safety of Tenants and
         protection of the Building and property in the Building.

6.       No Tenant shall employ any person or persons other than the janitor of
         Landlord for the purpose of cleaning premises unless otherwise agreed
         to by Landlord in writing. Except with the written consent of Landlord
         no person or persons other than those approved by Landlord shall be
         permitted to enter the Building for the purpose of cleaning same. No
         Tenant shall cause any unnecessary labor by reason of such Tenant's
         carelessness or indifference in the preservation of good order and
         cleanliness of the premises, however, occurring, or for any damage done
         to the effects of any Tenant by the janitor or any other employee or
         any other person.

7.       (Intentionally omitted)

8.       Each Tenant shall see that all doors of its premises are closed and
         securely locked and must observe strict care and caution that all water
         faucets or water apparatus are entirely shut off before the Tenant or
         its employees leave such premises, and that all utilities shall
         likewise be carefully shut off so as to prevent waste or damage, and
         for any default or carelessness the Tenant shall make good all injuries
         and sustained by other Tenants or occupants of the Building of
         Landlord. On multiple-tenancy floors, all Tenants shall keep the door
         or doors to the Building corridors closed at all times except for
         ingress and egress.

9.       As more specifically provided in the Tenant's Lease of the premises,
         Tenant shall not waste electricity, water or air conditioning and
         agrees to cooperate fully with Landlord to assure the most effective
         operation of the Building's heating and air conditioning, and shall
         refrain from attempting to adjust any controls.

10.      No Tenant shall alter any lock or access device or install a new or
         additional lock or access device or any bolt on any door of its
         premises without the prior written consent of Landlord. If Landlord
         shall give its consent, Tenant shall in each case furnish Landlord with
         a key for any such lock.

11.      Each Tenant, upon the termination of the Tenancy, shall deliver to
         Landlord all the keys or access devises for the Building, offices,
         rooms and toilet rooms which shall have been furnished the Tenant or
         which the Tenant shall have had made. In the event of the loss of any
         keys or access devices so furnished by Landlord, Tenant shall pay
         Landlord therefor.

12.      The toilet rooms, toilets, urinals, wash bowls and other apparatus
         shall not be used for any purpose other than for which they were
         constructed and no foreign substance of any kind whatsoever, including,
         but not limited to, coffee grounds shall be thrown therein, and the
         expense of any breakage, stoppage or damage resulting from the
         violation of this rule shall be borne by the Tenant, who, or whose
         employees or invitees (while such invitees are inside the Premises),
         shall have caused it.

13.      No Tenant shall use or keep in its premises or the Building any
         kerosene, gasoline or inflammable or combustible fluid or material
         other than limited quantities necessary for the operation or
         maintenance of office equipment. No Tenant shall use any method of
         heating or air




                                       39
<PAGE>   40

         conditioning other than that supplied by Landlord.

14.      No Tenant shall use, keep or permit to be used or kept in its premises
         any foul or noxious gas or substance or permit or suffer such premises
         to be occupied or used in a manner offensive or objectionable to
         Landlord or other occupants of the Building by reason of noise, odors
         and/or vibrations or interfere in any way with other Tenants or those
         having business therein, nor shall any animals or birds be brought or
         kept in or about any premises of the Building.

15.      No cooking shall be done or permitted by any Tenant on its premises
         (except that use by the Tenant of Underwriters' Laboratory approved
         equipment for the preparation of coffee, tea, hot chocolate and similar
         beverages for Tenants and their employees shall be permitted, provided
         that such equipment and use in accordance with applicable federal,
         state and city laws, codes, ordinances, rules and regulations) nor
         shall premises be used for lodging. Use of microwave ovens for warming
         of prepared foods for use of Tenant, its employees and business
         invitees, is permitted, so long as such food is not sold to third
         parties for profit.

16.      Except with the prior written consent of Landlord, no Tenant shall
         sell, permit the sale, at retail, of newspapers, magazines,
         periodicals, theater tickets or any other goods or merchandise in or on
         any premises, nor shall Tenant carry on, or permit or allow any
         employee or other person to carry on, the business of stenography,
         typewriting or any similar business in or from any premises for the
         service or accommodation of occupants of any other portion of the
         Building, nor shall the premises of any tenant be used for the storage
         of merchandise or for manufacturing of any kind, or the business of a
         public barber shop, beauty parlor, nor shall the premises of any Tenant
         be used for any improper, or reasonably objectionable purpose, or any
         business activity other than that specifically provided for in such
         Tenant's lease. This paragraph shall be inapplicable to the sale of
         mutual funds, securities, insurance products and other financial goods
         and services that are part of Tenants business.

17.      If Tenant requires telegraphic, telephonic, burglar alarm or similar
         services, it shall first obtain, and comply with, Landlord's
         instructions in their installation.

18.      Landlord will direct electricians as to where and how telephone,
         telegraph and electrical wires are to be introduced or installed. No
         boring or cutting for wires will be allowed without the prior written
         consent of Landlord. The location of burglar alarms, telephones, call
         boxes or other office equipment affixed to all premises shall be
         subject to the written approval of Landlord.

19.      Except as provided in Section 47 of the Lease, no Tenant shall install
         any radio or television antenna, loudspeaker or any other device on the
         exterior walls or the roof of the Building. Tenant shall not interfere
         with radio or television broadcasting or reception from or in the
         Building or elsewhere.

20.      No Tenant shall lay linoleum, tile, carpet or any other floor covering
         so that the same shall be affixed to the floor of its premises in any
         manner except as approved in writing by Landlord. The expense of
         repairing any damage resulting from a violation of this rule or the
         removal of any floor covering shall be borne by the Tenant by whom, or
         by whose contractors, employees or invitees, the damage shall have been
         caused.

21.      No furniture, freight, equipment or other property which is excessively
         bulky will be received in the Building or carried up or down the
         elevators except between such hours and in such elevators as shall be
         reasonably designed by Landlord. Landlord shall have the right to
         prescribe the weight, size and position of all safes, furniture, files,
         bookcases or other heavy equipment brought into the Building. Safes or
         other heavy objects shall, if considered necessary by Landlord, stand
         on wood strips of such thickness as determined by Landlord to be
         necessary to properly distribute




                                       40
<PAGE>   41

         the weight thereof. Landlord will not be responsible for loss of or
         damage to any such safe, equipment or property from any cause, and all
         damage done to the Building by moving or maintaining any such safe,
         equipment or other property shall be repaired at the expense of Tenant.

         Business machines and mechanical equipment belonging to Tenant which
         cause noise or vibration that may be transmitted to the structure of
         the Building or to any space therein to such a degree as to be
         objectionable to Landlord or to any tenants in the Building shall be
         placed and maintained by Tenant, at Tenant's expense, on vibration
         eliminators or other devices sufficient to eliminate noise or
         vibration. The persons employed to move such equipment in or out of the
         Building must be acceptable by Landlord.

22.      No Tenant shall place a load upon any floor of the premises which
         exceeds the load per square foot which such floor was designed to carry
         and which is allowed by law. No Tenant shall mark, or drive nails,
         screws or drill into, the partitions, woodwork or plaster or in any way
         deface such premises or any part thereof, without prior approval from
         Landlord which approval will not be unreasonably withheld.

23.      (Intentionally omitted)

24.      There shall not be used in any space, or in the public areas of the
         Building, either by Tenant or others, any hand trucks except those
         equipped with rubber tires and side guards or such other
         material-handling equipment as Landlord may approve. No other vehicles
         of any kind shall be brought by any Tenant into or kept in or about the
         premises.

25.      Each Tenant shall store all its trash and garbage within the interior
         of it premises, and Landlord as part of janitorial services provided to
         Tenant shall remove Tenant's trash and garbage as provided for in the
         Lease. No materials shall be placed in the trash boxes or receptacles
         if such material is of such nature that it may not be disposed of in
         the ordinary and customary manner of removing and disposing of trash
         and garbage in this area without violation of any law or ordinance
         governing such disposal. All trash, garbage and refuse disposal shall
         be made only through entryways and elevators provided for such purposes
         and at such times as Landlord may designate.

26.      Canvassing, soliciting, distributing of handbills or any other written
         material and peddling in the outside of the Premises are prohibited and
         each Tenant shall cooperate to prevent the same. No Tenant shall make
         room-to-room solicitation of business from other tenants in the
         Building.

27.      Landlord reserves the right to exclude or expel from the Building any
         person who, in Landlord's judgment, is intoxicated or under the
         influence of liquor or drugs or who is in violation of any of the rules
         and regulations of the Building.

28.      Without the prior written consent of Landlord, Tenant shall not use the
         name of the Building in connection with or in promoting or advertising
         the business of Tenant except as Tenant's address.

29.      Tenant shall comply with all energy conservation, safety, fire
         protection and evacuation procedures and regulations established by
         Landlord or any governmental agency.

30.      Tenant assumes any and all responsibility for protecting its premises
         from theft, robbery and pilferage, which includes keeping doors locked
         and other means of entry to the premises closed.

31.      Tenant's contractors performing work within the Common Areas must sign
         in with the




                                       41
<PAGE>   42

         management office prior to beginning any work. Employees of Landlord
         shall not perform any work or do anything outside of their regular
         duties unless given special instructions from Landlord, and no
         employees will admit any person (Tenant or otherwise) to any office
         without specific instructions from Landlord.

32.      (Intentionally omitted)

33.      Landlord reserves the right to make such other and reasonable rules and
         regulations as in its judgment may from time to time be needed for
         safety and security, for care and cleanliness of the Building and for
         the preservation of good order therein. Tenant agrees to abide by all
         such Rules and Regulations hereinabove stated and any additional rules
         and regulations which are adopted. All such rules and regulations,
         however, shall apply to all Tenants uniformly in the Building. No
         additional rules or regulations shall be effective against Tenant if,
         to any extent, they are in conflict with the Lease or impose undue
         burden on Tenant.

34.      (Intentionally omitted)

35.      (Intentionally omitted)

36.      Tenant will refer all contractors, contractor's representatives and
         installation technicians, rendering any service to Tenant, to Landlord
         for Landlord's reasonable approval before performance of any
         contractual service. This provision shall apply to all work performed
         in the Building, including installations of telephones, telegraph
         equipment, electrical devices and attachments and installations of any
         nature affecting floors, walls, woodwork, trim, windows, ceilings,
         equipment or any other physical portion of the Building. No fee will be
         charged by Landlord pursuant to this paragraph.

37.      Tenant shall give prompt notice to Landlord of any accidents to or
         defects in plumbing, electrical fixtures, or heating apparatus so that
         such accidents or defects may be attended to properly.

38.      The Project is designated as a "Non-Smoking" Building. This means that
         smoking is prohibited in all areas of the building. Individual tenants
         may not allow smoking areas in their offices. We have placed cigarette
         urns on the patio at the lakeside fountain to the north of the main
         lobby for the convenience of smokers. Employees may not smoke at the
         front/guest entrance to the building.

39.      Tenant shall be responsible for the observance of all of the foregoing
         Rules and Regulations by Tenant's employees, agents, clients,
         customers, and (while present in the Premises) guests.

40.      These Rules and Regulations are in addition to, and shall not be
         construed to in any way modify, alter or amend, in whole or in part,
         the terms, covenants, agreements and conditions of any Lease of
         premises in the Building.

41.      Tenant shall not allow occupancy of the Premises to exceed an average
         of six (6) persons per one thousand (1000) rentable square feet. This
         limitation shall not apply to temporary events including without
         limitation board meetings and investor seminars.








                                       42
<PAGE>   43

                               CONSTRUCTION RIDER
             ATTACHED TO LEASE BETWEEN BOCA II ASSOCIATES, LTD. AND
                      AND EXECUTED SIMULTANEOUSLY THEREWITH

1. WORK BY LANDLORD. Landlord shall cause to be constructed and/or installed in
the Premises, "Landlord's Building Standard Improvements" as set forth below.
Landlord's Building Standard improvements shall be limited to the following, all
constructed in a good and workmanlike manner in compliance with all Laws:

Core Conditions                     Elevator lobbies, drywall core taped and
                                    floated ready to receive finishes; Exterior
                                    perimeter of core, drywall, taped and
                                    floated ready to receive finishes; Elevator
                                    cabs completely finished and ready to use;
                                    Fire stairs finished, painted and ready to
                                    use; Rest rooms fully code and ADA compliant
                                    and ready to use; All core required doors,
                                    frames, and hardware installed and
                                    operational. Construction and finishing of
                                    elevators, restrooms and lobby will be in
                                    accordance with the following materials set
                                    forth on the attached Schedule of Finish
                                    Materials.

Signage & Graphics                  Code required signage at core and public
                                    areas complete; Elevator signage, inside and
                                    out; Fire stair signage, inside and out of
                                    the stairwell; Rest rooms signage installed.

Shell Conditions                    Exterior drywall installed, taped and
                                    floated.

Electrical                          Electrical transformers (75 KVA). 42 circuit
                                    distribution panels in place on both 408/277
                                    volt and 208/120 volt on each floor; 277 V
                                    power for lighting at panels (1 1/2 watt
                                    capacity per square foot of Rentable Area of
                                    the Premises for Tenant's exclusive use);
                                    120 V power at panels connected at load (5
                                    watt capacity per square foot of Rentable
                                    Area of the Premises for Tenant's exclusive
                                    use) at electrical room

Telephone                           400 pair riser backbone systems on all seven
                                    floors at telephone room. Telephone closets
                                    on each floor will contain grounded
                                    backboards.

Mechanical                          Floor air handlers in place and operational;
                                    Main air distribution ducts in place to and
                                    including VAV boxes in accordance with
                                    building standard (i.e.12 on each floor,
                                    with 2 of the 12 located in the Common
                                    Areas).

Life Safety                         Operational life safety system complying
                                    with all applicable NFPA requirements,
                                    including exit signs, horns, enumerators,
                                    smoke detector for core area with additional
                                    capacity to add certain Tenant requirements.
                                    Emergency fixtures shall be located on a
                                    full floor, non-partitioned basis in
                                    stairwells, building exits, lobbies and
                                    toilet rooms.




                                       43
<PAGE>   44

Sprinkler System                    Plumbing lines and all heads installed and
                                    turned down on grid in accordance with
                                    building standard (i.e.121 heads turned up
                                    on the 4th floor, 122 heads turned up on the
                                    5th floor and 126 heads turned up on the 6th
                                    floor, with 14 of each of the foregoing
                                    located in the Common Areas).

HVAC Specifications
<TABLE>
<CAPTION>
                                                          OUTSIDE TEMPERATURE                INDOOR TEMPERATURE
                                                          -------------------                ------------------
<S>                                                       <C>                                <C>
                                    SUMMER                75-94 degrees F. dry bulb          74-76 degrees F. at
                                                                                             50% relative
                                                                                             humidity

                                    WINTER                55-74 degrees F. wet bulb          72-76 degrees F.
                                                                                             assuming no
                                                                                             humidification

</TABLE>

Floors                              Floors will be leveled so there is no more
                                    than a 1/4 inch variation for every ten feet
                                    to the extent needed to implement Tenant's
                                    architectural design or installation of
                                    systems.

Security                            A card reading system will be located at
                                    the ground floor building entry, delivery
                                    and one passenger elevator and delivery
                                    door entrance.

Windows




Floor Load Bearing Capacity 100 lbs per square foot live load.

"Tenant Initial Improvements" shall consist of all improvements, changes,
alterations, equipment, fixtures, and decoration other than Landlord's Building
Standard Improvements required to put the Premises in the condition to permit
Tenant to open and conduct its business therein as required by this Lease, which
shall be the responsibility of Tenant, at Tenant's sole cost and expense,
including without limitation any and all permits and approval for Tenant Initial
Improvements and the certificate of occupancy for the Premises (other than
required to satisfy Tenant's Building Permit Condition). Landlord shall have the
right to supervise the construction, at no charge to Tenant, of the Tenant
Initial Improvements which shall be constructed by Tenant in compliance with all
Laws and lien free. Landlord's supervision means only monitoring of the Tenant
Initial Improvements in order to confirm their compliance with Laws and the
approved plans. Landlord agrees it will not unreasonably interfere with progress
of the Tenant Initial Improvements, and in no event shall Landlord give
directives to Tenant's contractor, subcontractors, laborers or other workers.
Tenant agrees to use Landlord's base building mechanical, electrical and
plumbing engineer as well as Landlord's life safety and electrical
subcontractors in connection with Tenant Initial Improvements, subject to such
engineers and subcontractors prices being "in line" with market fees or costs
and competitively bid. All other contractors or subcontractors used by Tenant
shall be licensed and subject to Landlord's prior written approval.




                                       44
<PAGE>   45



2. COMPLETION OF CONSTRUCTION. If Landlord's Building Standard Improvements are
not substantially complete by the time period set forth in the Lease, for any
reason, Landlord will not be liable or responsible to Tenant for any claims,
damages or liabilities in connection therewith or by reason thereof. Within five
(5) days after the Delivery Date, the authorized representative of Landlord and
Tenant shall conduct a walk through inspection of the Premises and prepare a
list of any defects, incomplete unsatisfactory items (the "Punchlist Items")
with respect to Landlord's Building Standard Improvements. Should Tenant not
conduct a walk through inspection within five (5) days after the Delivery Date,
it shall be presumed that Landlord's Building Standard Improvements is complete
and satisfactory in all respects other than with respect to latent defects.
Landlord shall be obligated within a reasonable amount of time no to exceed
sixty (60) unless additional time is reasonably needed to cure the Punchlist
Items. This time provision shall not apply to latent defects (i.e. those which
are not capable of being ascertained during a walk through inspection or are a
violation of Law not actually known to Tenant), and Tenant shall, within twelve
(12) months following the Delivery Date, have the right to report to Landlord
any latent defects which are in need of repair based upon the obligation of
Landlord to do work to the Premises. In connection therewith, the provisions set
forth above shall otherwise apply with respect to Landlord's obligation to cure
said latent defects.

3. TENANT DELAY. Tenant covenants that it shall not cause Tenant Delay. In the
event of Tenant Delay, the substantial completion of Landlord Building Standard
Improvements shall be deemed to be the date such substantial completion would
have occurred but for Tenant Delay. As used herein, "Tenant Delay" shall mean
(i) the number of days of delay in preparing any of such documentation caused by
changes requested by Tenant to any aspect of the Landlord Building Standard
Improvements which were reflected in documentation previously approved by
Tenant; (ii) the positive difference, if any, between the increase and decrease
in the number of days required to complete the Landlord Building Standard
Improvements caused by changes requested by Tenant to the working drawings after
Tenant's approval thereof or (iii) delays caused as a result of Tenant's, its
agents, contractors or subcontractors negligent or wrongful acts or omissions.

4. PLANNING AND CONSTRUCTION. Landlord and Tenant shall cooperate in good faith
in the planning and construction of the Landlord Building Standard Improvements,
and Tenant shall respond promptly to any request from Landlord for Tenant's
approval of any particular aspect thereof. Landlord's failure to object to
Tenant's plans within 15 days after submission of the to Landlord for approval
together with specific reasons for disapproval shall be deemed approval of
Tenant's plans.

5. DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE SET FORTH IN HEREIN, TENANT
ACKNOWLEDGES THAT THE CONSTRUCTION AND INSTALLATION OF THE LANDLORD'S BUILDING
STANDARD IMPROVEMENTS WILL BE PERFORMED BY AN UNAFFILIATED CONTRACTOR OR
CONTRACTORS AND THAT ACCORDINGLY LANDLORD HAS MADE AND WILL MAKE NO WARRANTIES
TO TENANT WITH RESPECT TO THE QUALITY OF CONSTRUCTION THEREOF OR AS TO THE
CONDITION OF THE LANDLORD'S BUILDING STANDARD IMPROVEMENTS, EITHER EXPRESS OR
IMPLIED, AND THAT THE LANDLORD EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY THAT THE
LANDLORD'S BUILDING STANDARD IMPROVEMENTS ARE OR





                                       45
<PAGE>   46

WILL BE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE. Notwithstanding
anything to the contrary in this Lease if, as of the date the Premises are
delivered to Tenant: (i) any portion of the Landlord's Building Standard
Improvements not in full compliance with all Laws; (ii) any latent defects in
the Landlord's Building Standard Improvements, then Landlord shall be obligated
to correct same, after notice and opportunity to cure as provided for in the
Lease. However the foregoing obligation of Landlord shall not change the
definition of "Landlord's Delay". In the event that the defect continues for
more than sixty (60) days after Tenant gives written notice thereof to Landlord,
or if the defect cannot reasonably be cured within said sixty (60) day period
and Landlord fails promptly to commence with due diligence and dispatch the
curing of such defect or, having so commenced, thereafter fails to prosecute or
complete with due diligence and dispatch the curing of such defect or fails to
complete the cure within a reasonable period of time (however, if Landlord fails
to cure such default within thirty (30) days after the expiration of such sixty
(60) day period, Tenant shall then be entitled to effectuate a cure in which
case Landlord shall be responsible for Tenant's out-of-pocket costs with respect
to same). Landlord agrees that it will diligently pursue and seek to enforce any
warranties of the contractor(s) and/or manufacturer of any defective materials
incorporated therein. Landlord shall not be in default for actions, inactions or
failures, including but not limited to insolvency, of any contractor or
manufacturer.

6. COST OF INITIAL TENANT IMPROVEMENTS. Landlord will pay all costs and expenses
of installing and constructing the Building Standard Improvements. Landlord will
further pay all costs and expenses of installing and constructing the Tenant
Initial Improvements, being the remainder of the Initial Tenant Improvements
(including labor, materials architectural and engineering costs) up to the
aggregate amount of $35.00 per rentable square foot of the Premises (the
"Improvement Allowance"). Such payment will be made as and when due under
Tenant's construction contract subject to a 10% retainage which will be funded
by Landlord and subject to lien free completion of the Tenant Initial
Improvements at all times. Tenant shall pay the amount, if any (the "Excess TI
Cost"), by which the cost of the Tenant Initial Improvements exceeds the
Improvement Allowance. The Excess TI Cost shall be payable (i) one-half within
30 days of the date that Landlord approves the Tenant Initial Improvements and
Tenant commences the Tenant Initial Improvements (ii) the remainder within 30
days of the date that Landlord's architect or contractor certifies substantial
completion of the Initial Tenant Improvements. Past due sums shall bear interest
at the Default Rate as set forth in the Lease. Tenant will not be responsible to
pay any so-called "impact fee" or off-site improvement costs related to Tenant
Building Permit Condition; and any such fees or cost shall be paid by Landlord
as and when due. Tenant shall be permitted to spend any unused portion of the
Improvement Allowance exceeding $30.00 per rentable square foot for "soft costs"
associated with Tenant's occupancy of the Premises including, but not limited
to, furniture, file cabinets, telephone equipment and cabling. Notwithstanding
anything to the contrary in this Lease, (i) Tenant shall be required to pay for
utilities used during construction of Tenant Initial Improvements prior to
commencement of this Lease Term and (ii) Landlord shall not charge for its
construction supervision or coordination regarding the Initial Tenant
Improvements.

Landlord                                                Tenant

/s/ David B. Songy                                      /s/ C. William Ferris
---------------------                                   ------------------------
FTL1 #475790 v11





                                       46
<PAGE>   47



                        CONSTRUCTION RIDER SCHEDULE 1(a)


[Diagram of Landlord's Building standard improvements. Included in diagram are
floor, base, wall, ceiling materials, and door and window types.]


















                                       47
<PAGE>   48



                        CONSTRUCTION RIDER SCHEDULE 1(b)


[Diagram of Landlord's Building standard improvements. Included in diagram are
door, frame, finish hardware, and wall schedule for office tower.]



















                                       48
<PAGE>   49



                        CONSTRUCTION RIDER SCHEDULE 1(c)


[Diagram of Landlord's Building standard improvements. Included in diagram are
door and frame schedule for parking garage.]

















                                       49
<PAGE>   50




                        CONSTRUCTION RIDER SCHEDULE 1(d)


[Diagram of Landlord's Building standard improvements. Included in diagram are
finish notes.]














                                       50
<PAGE>   51



                                    EXHIBIT A




PARCEL 1

All of Lot C, Block 27 of SPANISH RIVER LAND COMPANY SUBDIVISION, Plat A, in the
Town of Boca Raton, Florida, according to the Plat thereof recorded in the
Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida,
in Plat Book 16, Pages 27 to 30.

LESS THE FOLLOWING DESCRIPTION:

A portion of Lot "C", Block 27, Spanish River Land Co., P1at "A", according to
the plat thereof as recorded in Plat Book 16, at Pages 27 through 30, of the
Public Records of Palm Beach County, Florida, in Section 29, Township 47 South,
Range 43 East, being more particularly described as follows:

COMMENCE at the Northwest corner of the Northwest one-quarter (N.W. 1/4) of said
Section 29; thence along the North line of said Northwest one-quarter (N.W.
1/4), North 88o58'21" East for a distance of 421.90 feet; thence, South
00o53'04" East for a distance of 836.28 feet; thence South 01o19'12" East for a
distance of 2319.02 feet; thence South 88o40'48" West for a distance of 40.00
feet to the POINT OF BEGINNING, said point also being the Northeast corner of
said Lot "C"; thence along the East line of said Lot "C", South 01o19'12" East
for a distance of 250.33 feet to the Southeast corner of said Lot "C"; thence
along the South line of said Lot "C", South 88o57'29" West for a distance of
42.15 feet to a point of curvature of a circular curve concave to the Northwest,
having for its elements a central angle of 90o16'41", a radius of 30.00 feet and
a chord bearing of North 43o49'09" East; thence run Northeasterly along the arc
of said curve for a distance of 47.27 feet to a point of tangency on a line
being 12 feet West of and parallel with the aforementioned East line of Lot "C";
thence along said parallel line, North 01o19'12" West for a distance of 208.29
feet to a point of curvature of a circular curve concave to the West, having for
its elements a central angle of 33o13'28", a radius of 21.75 feet and a chord
bearing of North 17o55'56" West; thence run Northerly along the arc of said
curve for a distance of 12.61 feet to a point of non-tangency on the North line
of said Lot "C"; thence along said North line, North 88o56'27" East for a
distance of 15.56 feet to the POINT OF BEGINNING.

TOGETHER WITH:

PARCEL 2

The East 300 feet of Lot B in Block 27 of SPANISH RIVER LAND COMPANY'S Plat "A",
according to the plat thereof as recorded in Plat Book 17, Pages 27 to 30, of
the Public Records of Palm Beach County, Florida, and Lot 10 in Block 29 of
MIZNER DEVELOPMENT CORP. PLAT 1, according to the plat thereof as recorded in
Plat Book 3, Page 37, of the Public Records of Palm Beach County, Florida.




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                                    EXHIBIT A


TOGETHER WITH:

PARCEL 3

A portion of Lots "A" and "B", Block 27, of SPANISH RIVER LAND CO. Plat "A", as
recorded in Plat Book 16, Page 29, of the Public Records of Palm Beach County,
Florida, more fully described as follows:

Commence at the Southeast corner of said Lot "B", Block 27, being the
intersection of the North Right of Way line of Camino Real and the West Line of
a 20 foot alley, thence South 88o30'00" West along said North Right of Way line,
a distance of 300.00 feet to the Point of Beginning; thence continue South
88o30'00" West along said Right of Way line, a distance of 240.85 feet; thence
North 1o30'00" West a distance of 125.00 feet; thence South 88o30'00" West a
distance of 156.11 feet; thence Northeasterly along the new Right of Way line of
Dixie Highway on a curve to the right having a radius of 528.34 feet, a central
angle of 13o12'00", an arc distance of 98.67 feet; thence Northeasterly along
said new Right of Way line on a curve to the left having a radius if 528.34
feet, a central angle of 6o05'00", an arc distance of 56.10 feet; thence North
88o30'00" East along the South Right of Way line of S.E. 9th Street 304.78 feet;
thence South 1o44'00"East, a distance of 249.85 feet more or less to the point
of beginning.

LESS THE FOLLOWING DESCRIPTION:

A portion of Lots A and B, Block 27, of the Subdivision of SPANISH RIVER LAND
CO. PLAT A, as recorded in Plat Book 16, Page 28, of the Public Records of Palm
Beach County, Florida, more fully described as follows:

Commencing at the Southwest corner of said Lot A, being the intersection of the
old East right-of-way line of Dixie Highway with the existing North right-of-way
line of Camino Real; thence on a magnetic bearing of North 88o30'00" East, along
said existing North right-of-way line a distance at 20.32 feet; thence Northerly
on a curve, concave to the East having a chord bearing of North 17o48'52" East,
a chord distance of 132.46 feet, a radius of 428.34 feet, a central angle of
17o47'20", for an arc distance of 132.99 feet to the Point of Beginning; thence
North 88o30'00" East, and parallel to said existing North right-of-way line of
Camino Real, a distance of 156.11 feet; thence North 1o30'00" West, a distance
of 25.00 feet; thence South 88o20'00" West, a distance of 141.58 feet to a point
of the aforesaid curve extended; thence Southerly along said curve, having a
chord bearing of South 28o38'33" West, a chord distance of 28.91 feet, a radius
of 428.34 feet, a central angle of 3o52'05", an arc distance of 28.91 feet, to
the Point of Beginning.





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                                    EXHIBIT B
                              ESTOPPEL CERTIFICATE

1.       The Lease dated ____________, executed by ____________ as Landlord and
         ____________as Tenant, together with the following amendments:
         __________________________________, a copy of which is annexed hereto
         and made a part hereof, is a full, true and complete copy of the Lease.
         The premises which are the subject of the Lease are described as
         follows:
         ____________________________________________________________________

2.       Tenant has delivered to Landlord a security deposit in the amount of
         $__________________.

3.       Rent is due and payable as follows:

         (a)      Fixed or Base Rent is payable monthly in the amount of
                  $_______, commencing on ____________________ and ______months
                  of prepaid rent in the amount of $_______ has been paid;

         (b)      The Lease ______ is/ ____ is not a "triple net" lease. Tenant
                  is currently paying Additional Rent in the following amount
                  per month: $ _________________.

         (c)      Tenant's proportionate share of the common expenses
                  constituting Additional Rent is ____%.

4.       The term of the Lease commenced on __________________________ and
         terminates on ___________________.

5.       The Lease, to the best of Tenant's knowledge with investigation, is in
         good standing;

6.       The Lease _______does/______ does not contain an option to extend such
         Lease, the term of which extension is for
         ___________________________________________________.





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