LEASE AGREEMENT

     This Lease Agreement is made as of the day of 2000,. by and between William
H. Goodwin,  Jr.  (hereinafter called "Lessor"),  and MagicInc.com  (hereinafter
called "Lessee").

                              W I T N E S S E T H:

     In consideration of the rents hereinafter  agreed to be paid and the mutual
covenants  hereinafter  recited,  Lessor does hereby Lease to Lessee, and Lessee
does  hereby  take as tenant  from  Lessor  those  certain  premises  containing
approximately  7,300 s.f.  located  at 530 and 534 North  Federal  Highway,  Ft.
Lauderdale,  Florida  (hereinafter  called the  "Premises"),  to be  occupied by
Lessee as an a production office and coffee shop and for no other purposes, upon
the following terms and conditions:

     1. POSSESSION AND TERM. The term of this Lease shall be for no more than 24
months,  beginning  on June 1, 2000,  and expiring at 12:00 noon on May 31, 2002
(the "Term").

     2. RENT (a) Lessee agrees to pay the Base Rent  (hereinafter  def,.n,;) for
the Premises plus applicable  Florida sales tax Base Rent shall be paid, without
offset or deductions,  in monthly installments ("Base Rent") on the first day of
each and every month in advance during the Term as follows:

      Period                              Base Rent Per Month

      June 1, 2000  November 30, 2000     $4,000.00 (June and July rent is free)
      December 1, 2000  May 31, 2001      $4,500.00
      June 1, 2001  November 30, 2001     $5,000.00
      December 1, 2001  May 31, 2002      $5,300.00

     Lessee  shall pay six (6%)  percent  sales tax to Lessor with each  monthly
installment.  Lessee  shall pay rent to Lessor at Lessor's  address set forth in
paragraph  20  hereof  or at such  other  address  as  Lessor  from time to time
notifies  Lessee.  Payments shall be deemed paid on the date payment is actually
received by Lessor.  Any monthly  Base;  Rent not received by Lessor  before the
sixth  (6th) day of the  month  shall be  delinquent,  and in the event any such
installment remains unpaid after four (4) business days following the receipt by
Lessee of notice of such delinquencies,  whether by telephone,  by facsimile, by
mail, or by hand, such installment  shall be subject to a five percent (5%) late
charge payable  immediately as additional rent. In the event Lessee fails to pay
rent  additional  true or any other sum due hereunder on or before the ninth day
after such amount is due and payable,  such overdue payment (increased by the 5%
late charge,  if applicable) shall bear interest at the rate of eighteen percent
(18%) per annum. These provisions shall not modify the due dates and the payment
of any interest required by this paragraph shall not be deemed to cure or excuse
any default by Lessee.


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     4. UTILITIES AND OPERATING EXPENSES. Lessee shall make all arrangements for
and shall pay for all utilities and services used by Lessee, including,  without
limitation,  gas, electricity  telephone service,  water and sewer. Lessee shall
also be responsible for all other operating expenses of the Premises.

     5. TAX CLAUSE.  Lessee  shall pay to Lessor as  additional  rent,  any real
estate taxes levied  against the  Premises.  Real estate taxes shall not include
any penalty or interest  for late payment so long as Lessee shall pay Lessor ten
(I 0) days in advance of The due date. In addition,  in the event Lessor obtains
a refund of real estate taxes,  Lessor shall refund a portion thereof to Lessee.
Lessee shall have the right to monitor the real estate taxes levied  against the
Premises,  'and if Lessee  determines  that such taxes = higher U= Lessee  deems
appropriate,  Lessee shall have the right to request Lessor to protest or appeal
such real estate  taxes.  If Lessor  declines  or neglects to do so,  Lessee may
conduct such  protests,  appeals,  petitions or suits for relief  regarding  the
assessment of taxes as Lessee deems  appropriate and Lessee shall be entitled to
retain its  proportionate  share of any refund (after  payment of Lessee's costs
and expenses  incurred in such proceeding& which it obtains through such protest
appeal, petition or suit for relief

     6 . INSURANCE. At its cost, Lessee shall maintain the following insurance:

         (a)  Insurance  on the Premises  against  loss by so called  "all-risk"
insurance, including flood, hurricane,  earthquake and wind damage insurance, in
amounts sufficient to prevent Lessor or Lessee from becoming a co-insurer of any
loss but in any event in amounts  not less than 1 00% of the actual  replacement
cost of the  improvements,  which the parties  agree shall  initially be no less
than $480,000.

         (b) Commercial  general  liability  insurance against claims for bodily
injury including  personal injury,  death or property damage occurring on, in or
about the Premises and adjoining  streets and sidewalks,  in the amount not less
than $1,000,000 per occurrence and $2,000,000  aggregate,  insuring  against all
liability of Lessee and Lessor and their authorized  representatives arising out
of and in  connection  with  Lessee's use or occupancy of the  Premises.  Lessee
shall  cause its  insurer to  promptly  furnish  Lessor  with a  certificate  of
insurance.  In the event of a breach of this  covenant (in addition to all other
remedies  given to  Lessor),  Lessor  shall  have the right to  procure  its own
insurance  in the  amounts  stated  above,  and  Lessee  shall  pay to Lessor as
additional rent, upon demand, all premiums upon such insurance

         (c) Worker's  compensation  insurance  (including  employers' liability
insurance) to the extent required by applicable law and to the extent  necessary
to protect Lessee, Lessor and the Premises against worker's compensation claims.

     7. CONDITION AND  MAINTENANCE,.  Lessee accepts the Premises in its "AS IS"
condition.  Lessor makes no  warranties  as to the  condition  of the  Premises.
Lessee  shall,  at its own expense,  maintain the Premises,  including,  but not
limited  to, the roof and all  heating,  air  conditioning,  plumbing  and other
mechanical  equipment  therein,  in good  operating  condition and, to that end,
shall make at its own  expense,  all  replacements  and repairs,  structural  or
otherwise,  as may be necessary or desirable to keep the Premises in good repair
and  condition.  Lessor shall have no obligation  whatever to maintain or repair
the Premises or reconstruct any building located thereon.

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     8.  IMPROVEMENTS.  All  improvements,  alterations  and  additions  to  the
Premises  desired by Lessee  shall be made only at lessee's  expense and in good
and workmanlike manner. Work on such improvements, alterations, or additions and
be commenced only after receipt by Lessee of Lessor's approval,  in writing. All
improvements and additions,  made by Lessee, which attach to the Premises, shall
become the property of Lessor and remain upon the Premises as a part thereof

     9. GOVERNMENTAL  REGULATIONS.  At Lessee's  expense,  Lessee shall promptly
comply  with  all  statutes,   ordinances,   rules,   orders,   regulations  and
requirements  of the  federal,  state and county  government  applicable  to the
Premises.

     10. FIRE AND OTHER  CASUALTY  LOSSES.  In the event the  Premises  shall be
destroyed or injured by fire or other casualty during the Term, whereby the same
shall be rendered  untenantable,  then Lessor shall have the right to render the
Premises  tenantable  by making  repairs  within ninety days  therefrom.  If the
Premises are not rendered tenantable within such time, it shall be optional with
either  party hereto to cancel this Lease,  and in the event such  cancellation,
the  rent  shall  be paid  only  to the  date of  such  fire  or  casualty.  The
cancellation  herein  mentioned shall be evidence in writing.  If Plate Glass is
damage or broken,  replacement  of such  Plate  Glass is the  responsibility  of
Lessee.

     11.  PROPERTY OF LESSEE.  All  property  placed on the  Premises by, at the
direction of, or with the consent of Lessee, its employees or agents,  .shall be
at the risk of Lessee or the owner  thereof  and Lessor  shall not be liable for
any loss or damage to said  property or to Lessee  arising  from the bursting or
leaking of water pipes, or resulting from any cause whatsoever  unless such loss
or damage is the result of Lessor's  proven  acts of  negligence.  The  Premises
includes  five  parking  spaces  located  adjacent  to and  directly  behind the
building which constitutes the Premises.  However, Lessor is not responsible for
any  unauthorized  use.  Lessee agrees to maintain and insure the parking spaces
and keep them free from debris.

     12.  INDEMNITY.  Lessee shall protect,  indemnify and save harmless  Lessor
from and against any and all claims,  demands and causes of action of any nature
whatsoever,  for injury to or death of persons,  or loss or damage to  property,
occurring on the Premises.,  or in any mariner  growing out of or connected with
Lessee's use and occupancy of the Premises,  except as may be caused by Lessor's
gross negligence.  Lessor shall not be liable for any damages, injury or loss to
the  person,  property  or  effects of  Lessee,  or any other  person or persons
suffered in, on or upon the Premises,  or as a result of the use of the Premises
by Lessee, and Lessee agrees to indemnify,  defend and protect and save harmless
Lessor  against any and all damages or claims thereof except as may be caused by
Lessor's gross negligence.

     13.  LESSOR'S  RIGHT OF ENTRY.  Lessor shall have the right to enter and to
grant licenses to enter the Premises at any time for reasonable  lengths of time
to inspect  the  Premises.  No such entry  shall in any manner  affect  Lessee's
obligations  and  covenants  under this Lease and no such  entry  shall  without
affirmative proof of negligence on the part of Lessor,  render Lessor liable for
any loss of or damage to the property of Lessee.

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     14. LIENS. Lessee shall keep the Premise's free and clear of all mechanic's
liens resulting from materials supplied or labor performed to the Premises by or
for Lessee.

     15. DEFAULT.  The occurrence of any one of the following shall constitute a
default by Lessee:

         (a)  Failure to pay Base Rent when due;

         (b)  Abandonment or vacation of the Premises;

         (c)  Declaration  of  Lessee  as  bankrupt,   or  an   assignment  made
voluntarily  by Lessee for the  benefit of  creditors  or the  appointment  of a
receiver trustee for Lessee's property; or

         (d)  Failure to perform  any other  provision  of this  Lease,  if such
failure is not cured within thirty (30) days after notice thereof has been given
to Lessee.

     Notices  given under  subparagraph  (d) shall  describe the default and the
applicable  Lease  Provisions,   and  shall  demand  that,  Lessee  perform  the
provisions  of this Lease within the  applicable  period of time. No such notice
shall be deemed a  forfeiture  or  termination  of this Lease  unless  Lessor so
elects in the notice.

     16. LESSOR'S  REMEDIES.  Lessor shall have the following remedies if Lessee
commits a default.  These remedies are not exclusive,  but are cumulative and in
addition to any other remedies now or later allowed by law.

         (a) Lessor  shall have the right to  continue  this Lease in fall force
and effect,  and this Lease shall  continue in effect so long as Lessor does not
terminate this Lease in an express written notice to Lessee, and until such time
Lessor shall have the right to collect rent when due.  During any period  Lessee
shall be in default  Lessor shall have the right to enter the  Premises  without
notice to vacate (any right to which is hereby waived by Lessee) and relet them,
without  prior  notice  or  demand,  changing  any or all  of the  locks  on the
Premises,  all without being liable for forcible entry,  trespass or other tort.
No act by Lessor  allowed by this  paragraph  shall  terminate this Lease unless
Lessor  notifies  Lessee in an express  writing that Lessor  elects to terminate
this Lease

         (b) Lessor shall have the right to terminate  this Lease without notice
to vacate  (any  right to which is hereby  waived by  Lessee)  and to  terminate
Lessee's  rights to  possession  of the  Premises  at any time,  and reenter the
Premises as described in paragraph (a) herein above. No act by Lessor other than
the giving of express  written notice of  termination to Lessee shall  terminate
this Lease. Upon termination, Lessor shall have the right to pursue its remedies
at law or in equity to  recover  from  Lessee  all  amounts  of rent then due or
thereafter accruing and such other damages as are caused by Lessees default.

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     17. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this Lease, nor sub-
let the Premises, or any part thereof nor use the same, or any part thereof, nor
permit same to be used for any other purpose that as above stipulated.

     18.  PURCHASE OF  PREMISES.  Lessor and Lessee  acknowledge  that they have
entered  into a Commercial  Contract for Lessees  purchase of the Premises on or
before May 31, 2002. A copy of the Contract is attached hereto as Exhibit "A".

     19. QUIET ENJOYMENT. Provided Lessee performs all its covenants, agreements
and  obligations  hereunder,  during the Term,  Lessor  will  warrant and defend
Lessee in the  peaceful and quiet  enjoyment of the Premises  against the Lawful
claims of all persons claimed by, through or under Lessor.

     20. SURRENDER Upon the expiration of the Term or other  termination of this
Lease, Lessee shall quit and surrender to Lessor the Premises,  broom clean, and
in as good order and condition as the Premises were on this date,  ordinary wear
and tear accepted.

     21. WAIVER, The waiver by Lessor of any breach of any covenant or agreement
herein contained shall not be a waiver of any other default  concerning the same
or any other covenant or agreement herein contained. The receipt, and acceptance
by Lessor of delinquent  rent shall not constitute a waiver of any other default
but shall  constitute  only a waiver of timely payment for the  particular  rent
payment involved.

     22. NOTICE.  Any notice that either party desires or is required to give to
the other party shall be in writing  and shall be served  personally  or sent by
prepaid  registered  or  certified  mail,  addressed  to the other  party at the
address set forth below:

         Lessor:           William H. Goodwin, Jr.
                           901 East Cary Street, Suite 1500
                           Richmond, VA 23219

         Lessee:           MacicInc.com.
         Attention:


     Either  party may change its  address by  notifying  the other party of the
change of address in the foregoing manner.

     22.  INTEGRATION  AND  BINDING  EFFECT.  The entire  agreement,  intent and
understanding  between  Lessor  and  Lessee is  contained  in this Lease and any
stipulations,  representations,  promises or agreements,  written or oral,  made
prior to or  contemporaneously  with this Lease shall have no legal or equitable
effect or consequences  unless expressed to writing herein.  This Lease shall be
governed  by and  construed  pursuant  to the laws of the State of  Florida  All
changes or amendments hereto must be in writing and signed by Lessor and Lessee.

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     IN WITNESS  WHEREOF,  Lessor and Lessee have duly executed this Lease as of
the day and year fast above written.

         Signed, sealed and delivered in the presence of.

                                          /s/
                                        ----------
                                        William H. Goodwin Jr.





                                        MAGICINC.COM

         Signed, sealed Delivered in the presence of.

                                         By:     /s/
                                            --------------------
                                         President/CEO
                                         Fed I.D.#    65-0494581
                                                    ------------



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