<PAGE>
                                                                Exhibit 10.16

                             BASIC LEASE INFORMATION
                             -----------------------

Landlord:                     Victory Investment Group LLC, a Florida
                              limited liability company

Tenant:                       Perfumania, Inc., a Florida corporation

Address of Premises:          251 International Parkway
                              Sunrise, Florida 33325

Lease Term:                   Fifteen Years and Four Months

Commencement Date:            September 1, 2002

Expiration Date:              December 31, 2017

Rentable Square Feet:         178,791 Approx.

Renewal Options:              None

Base Rent:                    Variable- See Lease Agreement for specific terms


Notices to Landlord:          Victory Investment Group LLC
                              85 Newfield Avenue
                              Edison, New Jersey 08837
                              Attention: Mr. Anil Monga

Copies To:                    Stephen D. Pearson, Esq.
                              12401 South Dixie Highway
                              Miami, Florida 33156

Notices to Tenant:            Perfumania, Inc.
                              251 International Parkway
                              Sunrise, Florida  33325
                              Attn: Mr. Mark Young

In the event of any conflict between the Basic Lease Information described above
and the Lease, the Lease shall control.


<PAGE>

                                                     LEASE


                                                  TABLE OF CONTENTS
                                                  -----------------
<TABLE>
<CAPTION>

                                                                                                           Page No.


<S>          <C>                                                                                                 <C>
Section 1.   Description of Premises............................................................................  1

Section 2.   Term of Lease......................................................................................  1

Section 3.   Construction of Premises Improvements..............................................................  1

Section 4.   Rent...............................................................................................  2

Section 5.   Security Deposit ..................................................................................  3

Section 6.   Taxes and Operating Expenses.......................................................................  4

Section 7.   Use of Premises....................................................................................  5

Section 8.   Alterations, Waste, Improvements...................................................................  7

Section 9.   Quiet Enjoyment ...................................................................................  8

Section 10.  Entry by Landlord..................................................................................  8

Section 11.  Services...........................................................................................  9

Section 12.  Parking............................................................................................  9

Section 13.  Repairs and Replacements........................................................................... 10

Section 14.  Force Majeure...................................................................................... 10

Section 15.  Rules and Regulations.............................................................................. 11

Section 16.  Liability, Indemnity and Insurance................................................................. 11

Section 17.  Liens.............................................................................................. 13

Section 18.  Damage by Fire or Other Causes..................................................................... 14

Section 19.  Eminent Domain..................................................................................... 14

Section 20.  Subordination...................................................................................... 15

Section 21.  Assignment and Subletting.......................................................................... 15

Section 22.  Right of First Refusal ............................................................................ 16
</TABLE>

                                       ii
<PAGE>
<TABLE>
<CAPTION>

<S>          <C>                                                                                                <C>
Section 23.  Default and Remedies of Landlord................................................................... 16

Section 24.  Transfer of Landlord's Interest.................................................................... 19

Section 25.  Waiver ............................................................................................ 19

Section 26.  Notices............................................................................................ 19

Section 27.  Attorneys' Fees.................................................................................... 20

Section 28.  Severability....................................................................................... 20

Section 29.  Captions and Use of Certain Terms.................................................................. 20

Section 30.  Amendment or Modification.......................................................................... 20

Section 31.  Successors......................................................................................... 20

Section 32.  Holdover........................................................................................... 20

Section 33.  Signs.............................................................................................. 21

Section 34.  Real Estate Agent.................................................................................. 21

Section 35.  Exculpation........................................................................................ 21

Section 36   Time. ............................................................................................. 21

Section 37.  Recording.......................................................................................... 21

Section 38.  Tenant's Statement................................................................................. 21

Section 39.  Relationship of Landlord and Tenant................................................................ 22

Section 40.  Radon Gas.......................................................................................... 22

Section 41.  Authority.......................................................................................... 22

Section 42.  Entire Agreement................................................................................... 22

Section 43.  Agreement to Arbitrate ............................................................................ 22

Section 44.  Waiver of Jury Trial .............................................................................. 23
</TABLE>


                                      iii
<PAGE>



EXHIBITS:
---------

"A":  Legal Description


                                       iv
<PAGE>





                                 LEASE AGREEMENT

         THIS LEASE  AGREEMENT (this "Lease") is made and entered into as of the
first (1st ) day of September,  2002, by and between  VICTORY  INVESTMENT  GROUP
LLC, a Florida limited  liability  company,  whose office address is 85 Newfield
Avenue,  Edison, New Jersey 08837 (herein "Landlord"),  and PERFUMANIA,  INC., a
Florida corporation, whose office address is 251 International Parkway, Sunrise,
Florida 33325 (herein "Tenant").

                                   WITNESSETH:

         WHEREAS,  Tenant desires to lease from Landlord and Landlord desires to
lease to Tenant a certain office and warehouse building of approximately 178,791
square feet,  together with existing  parking areas and loading  docks,  and all
fixtures,   equipment,   appliances  and  furniture  presently  located  at  251
International Parkway, Sunrise, Florida 33325 (the "Improvements").

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
hereinafter set forth, Landlord and Tenant hereby agree as follows:

         SECTION 1.  DESCRIPTION  OF  PREMISES.  Landlord,  in exchange  for the
payment of Rent (as  hereinafter  defined) and the  performance of the covenants
made by Tenant in this Lease, leases to Tenant, and Tenant leases from Landlord,
that certain land of approximately  9.17 acres legally  described on EXHIBIT "A"
attached hereto and made a part hereof, together with the Improvements (the said
land and the Improvements are collectively  referred to herein as the "Premises"
or the "Property").

         SECTION 2. TERM OF LEASE.  The term of this  Lease  shall  commence  on
September 1, 2002 (the  "Commencement  Date"),  and shall  continue,  subject to
earlier  termination  pursuant  to the  terms  hereof,  for the  period  of time
expiring on December 31, 2017 (the "Expiration Date"). However, Tenant shall not
assume any liability for any physical injury or property damage occurring at the
Premises prior to the signing of this Lease.

         SECTION 3.   CONSTRUCTION OF IMPROVEMENTS.

         (a) Landlord and Tenant have agreed that Landlord shall not be required
to make any  improvements to the Premises,  and Tenant  acknowledges  and agrees
that it has  inspected  the  Premises  and  determined  that they are in working
order,  reasonably  fit and safe for their intended  purposes.  Tenant agrees to
return the Premises in working order,  except for reasonable and normal wear and
tear. However, and notwithstanding the foregoing,  Landlord agrees to provide an
improvement  allowance  to Tenant  of up to  $300,000.00  for  Tenant to build a
proper cooling area in the warehouse portion of the Improvements; to reconfigure
the office portion of the Improvements; and for any repairs or minor alterations


<PAGE>

that Tenant shall find necessary and that Tenant shall complete prior to July 1,
2003.  Such  improvement  allowance  shall  be paid by  offsetting  the  amounts
expended by Tenant for such items,  as  evidenced  by written  invoices and paid
receipts delivered to Landlord, against the initial Base Rent due from Tenant to
Landlord  under this Lease until such time as the properly  expended  portion of
such allowance shall be fully offset.  Excepting only minor alterations prior to
July 1, 2003,  all  structural  alterations  and  improvements  by Tenant to the
Premises  shall be subject to Landlord's  prior written  consent,  which consent
shall not be  unreasonably  withheld or delayed,  and Tenant shall  complete all
alterations,  improvements,  repairs and  replacements in a good and workmanlike
manner,  free of liens,  and in compliance with the requirements of Title III of
the ADA (as defined in Section 6(b), below),  all applicable  building codes and
regulations, and any requirements of Landlord. Any amounts expended in excess of
the said improvement allowance shall be at the sole cost of Tenant.

         (2) Tenant  shall have the general  right prior to July 1, 2003 to make
certain  alterations to the Premises (the  "Permitted  Alterations"),  including
without  limitation  (i)  changes  in the  dimensions  and  locations  of walls,
ceilings, doors, bays, windows, loading docks, mezzanines,  utility lead-ins and
outlets, air conditioning equipment, ducts and components, lighting fixtures and
electric panel boxes, and in general  interior layout,  and (ii) the addition of
certain  modifications,  options,  extras  and/or  substitution  of equipment or
materials  of equal or better  quality  as those  constituting  portions  of the
Premises at the  commencement  of this  Lease,  provided  that  Tenant  properly
completes  such  Permitted  Alterations  in a lien free manner and in accordance
with the other terms and conditions of this Lease.

         SECTION 4. RENT.

         (a) In exchange for Landlord  giving Tenant the right to use and occupy
the Premises,  Tenant promises to pay Landlord,  without prior notice or demand,
in advance,  on or before the first day of each month throughout the Lease Term,
commencing  September 1, 2002 at the office address of Landlord set forth above,
the monthly base rental  provided  herein (the "Base Rent"),  plus all taxes and
other assessments imposed on such rent by governmental authority, including, but
not limited to, Florida sales tax, and in addition  thereto  Tenant  promises to
pay Landlord at said address all Additional Rent (as hereinafter  defined) which
Tenant is required to pay to Landlord under this Lease,  as such Additional Rent
becomes due and payable,  plus all taxes and other  assessments  imposed on such
rent by  governmental  authority,  including,  but not limited to, Florida sales
tax, (the Base Rent and Additional Rent being herein collectively referred to as
the  "Rent").  The  Base  Rent  hereunder  shall  be as  follows:  (i)  from the
Commencement  Date through and including  March 31, 2003, the Base Rent shall be
$0.00 per month; (ii) from April 1, 2003 through and including October 31, 2003,

                                       2
<PAGE>

the Base Rent shall be  $73,006.33  per month,  plus sales tax; from November 1,
2003 through and including  December 31, 2005, the Base Rent shall be $81,945.78
per month,  plus sales tax; from January 1, 2006 through  December 31, 2008, the
Base Rent shall be  $89,395.50  per month,  plus sales tax; from January 1, 2009
through  December 31, 2010,  the Base Rent shall be $96,845.13  per month,  plus
sales tax;  and from January 1, 2011  through  December 31, 2017,  the Base Rent
shall be $104,294.75 per month,  plus sales tax. Rent payments should be paid to
Landlord  in lawful  money of the United  State of America  which shall be legal
tender at the time of payment.  Excepting  only for  offsets of the  improvement
allowance  described  above  against Base Rent due  hereunder,  Tenant shall not
setoff or for any reason  withhold  or deduct  from the  amount of any  required
payment of Rent or any other charge  required to be paid pursuant to this Lease,
it being expressly  understood and agreed that the payment of Rent is a covenant
of Tenant  that is  independent  of all of the other  covenants  of the  parties
hereunder. In addition, Landlord and Tenant agree that, notwithstanding anything
herein to the  contrary,  in the event that  Tenant  shall  sublease  all or any
portion of the Premises  between January 1, 2006 and December 31, 2008, then the
Base Rent payable from Tenant to Landlord  for the  Premises  shall  increase to
$93,120.31 per month, plus sales tax, for the period of any sublease during such
period.


         (b) If any payment of Additional Rent shall not be paid as and when due
and payable to Landlord, then interest on the amounts owing shall accrue thereon
and be due to Landlord  at the lesser of (i) the annual rate of fifteen  percent
(15%) or (ii) the highest rate permitted by applicable law.

         (c) If any  payment of Base Rent shall not be paid within ten (10) days
after same shall be due,  then Tenant  shall pay  Landlord a late charge of five
percent  (5%) of any such  installment,  but same  shall not be deemed to waive,
limit or otherwise impair any other right or remedy of Landlord hereunder.


         SECTION 5. SECURITY DEPOSIT.  Upon any third (3rd) failure of Tenant to
timely and  properly  pay any Rent due  hereunder  within any twelve  (12) month
period,  or upon any second (2nd) failure to fulfill each and every of its other
obligations  under this Lease within any twelve (12) month period,  then after a
thirty (30) day default notice has been issued to Tenant that remains uncured at
the end of such  period or, if  applicable,  any longer  grace  period  provided
herein,  Landlord shall have the right to demand from Tenant, and, if so, Tenant
shall,  within ten (10) days of  Landlord's  demand,  pay  Landlord,  the sum of
$146,012.66  as a security  deposit (the "Security  Deposit"),  the use of which
shall be  unrestricted  to  guarantee  the payment of the Rent  provided in this
Lease and the  performance of all of Tenant's  covenants  contained  herein.  If
Tenant shall breach any covenant or provision of this Lease, including,  but not
limited to the  covenants  relating  to the payment of Rent,  Landlord  may (but
shall  not be  required  to) use,  apply or  retain  all or any of the  Security
Deposit for the payment of any late Rent or portion thereof,  or for the payment
of any amount which Landlord may spend or become obligated to spend by reason of

                                       3
<PAGE>

any such  breach by  Tenant,  or to  compensate  Landlord  for any other loss or
damage  which  Landlord  may  suffer  by reason of such  breach by  Tenant,  any
subtenant or any third party. If any portion of the Security  Deposit is so used
or applied,  Tenant shall,  within ten (10) days after written demand therefore,
deposit  cash with  Landlord in an amount  sufficient  to restore  the  Security
Deposit  to its  original  amount,  and  Tenant's  failure  to do so  shall be a
material  breach of this Lease.  The Security  Deposit  shall be returned to the
Tenant thirty (30) days after the  Expiration  Date or the prior  termination of
the Lease through no fault of Tenant, provided all sums lawfully due to Landlord
under this Lease  have been paid and that the  Tenant  has fully  performed  its
obligations  under this Lease.  Landlord and Tenant agree that no interest shall
be payable to Tenant on such  Security  Deposit and that  Landlord  shall not be
required to hold the Security Deposit in a segregated account.  Tenant shall not
assign,  transfer or encumber its rights in the Security Deposit, and any act to
do so shall be without force and not binding on Landlord.  In the event Landlord
shall sell the  Property,  Landlord  shall  deliver the Security  Deposit to the
buyer and,  thereupon,  Landlord shall be discharged from any further  liability
with respect to the Security  Deposit and such buyer shall be liable as Landlord
under the Lease and under this section.

         SECTION 6.   TAXES AND OPERATING EXPENSES.

         (a) Tenant  shall be  responsible  for payment of all real and personal
property taxes and assessments, general and specific, levied by any governmental
agency  or  authority  against  the  Property  during  the  term of this  Lease,
including fire rescue,  drainage and other assessments (the "Taxes");  provided,
however,  that Tenant shall only be responsible  for payment of a  proportionate
share of 2002 taxes and  assessments  based on the amounts  attributable  to the
period after September 1, 2002.  Tenant shall make payment of all such taxes and
assessments to Landlord or directly to the taxing  authority,  as Landlord shall
direct.

         (b)  Tenant  shall  promptly  when  due pay all  expenses  required  to
maintain  the  Premises  in working  order  throughout  the term of this  Lease,
including  all  Operating  Expenses  for  the  Property.   The  term  "Operating
Expenses",  as used  herein,  means all of the expenses in  connection  with the
ownership,  operation,  management and  maintenance of the Property,  including,
without  limitation,  (i)  property  management;  (ii)  gardening,  landscaping,
maintenance,  fertilization  and  irrigation  of  all  lawns  and  trees;  (iii)
maintenance,  repair and  replacement  of  Improvements  during the term of this
Lease,  including,  without  limitation,  elevator  and HVAC system  repairs and

                                       4
<PAGE>

replacement,  painting,  plumbing and electrical systems repairs, and licensing,
testing,  certifying, and repairing or replacing of all fire alarm systems, back
flow devices,  fire pump and fire sprinkler  systems,  and all safety equipment,
including smoke detectors, fire extinguishers,  exit lights and emergency lights
; (iv) janitorial services, sanitary control, removal of trash, rubbish, garbage
and other refuse from the Premises; (v) burglar alarm system rental,  monitoring
and  maintenance;  (vi)  liability,  windstorm,  flood,  fire and general hazard
insurance premiums on or in respect to the Property;  (vii) assessments and fees
for  public  betterments  or  improvements  levied  or  assessed  by any  lawful
authority  against the Property and all other  improvements or betterments which
now or hereafter  become a part of the Property;  (viii)  assessments due to the
Sawgrass International  Corporate Park Association;  (ix) fire alarm maintenance
and monitoring contracts;  (x) utility charges for the Property;  (xi) water and
sewer charges; (xii) costs of supplies,  materials,  equipment and tools used in
connection  with any of the  foregoing;  and (xiii)  any and all other  charges,
costs  or  expenses  which  may be  associated  with the  ownership,  operation,
management or maintenance of the Premises,  including,  without limitation,  all
costs and expenses incurred in order to comply with applicable laws, ordinances,
and  regulations of local,  state and federal  governmental  authorities  having
jurisdiction  over the  Property  and any uses  thereof  during the term of this
Lease,  including,  without  limitation,  the  requirements  of Title III of the
Americans with Disabilities Act, 42 U.S.C. ss.12101, ET. SEQ. (the "ADA").

         (c) Tenant  shall also pay,  before same shall become  delinquent,  all
taxes and other  assessments  imposed  by  governmental  authority,  upon all of
Tenant's leasehold  improvements,  equipment,  furniture,  fixtures and personal
property located in the Premises.

         (4) Upon any failure of Tenant to timely and  directly pay any Taxes or
Operating  Expense within any applicable  grace period,  Landlord shall have the
right to pay same and  Tenant  shall  reimburse  Landlord  for such  expenditure
within ten (10) days of written demand for same from Landlord.  However, payment
of same by Landlord  shall not be a condition  to  Landlord  declaring  any such
failure of Tenant as a default hereunder.

         (e) All amounts in addition  to Base Rent  payable by Tenant  under the
Lease,  including such amounts as are payable  pursuant to this Section 6, shall
be deemed to be additional rent ("Additional Rent").

         SECTION 7.   USE OF PREMISES.

         (a) Tenant  shall use the  Premises  for general  office and  warehouse
purposes  only,  and for no other use  without  the  prior  written  consent  of
Landlord, which consent shall not be unreasonably withheld or delayed.


                                       5
<PAGE>



         (b)  Tenant  shall not use or permit  the  Premises  to be used for any
improper,  immoral,  objectionable or illegal purposes, and at Tenant's own cost
and expense,  Tenant shall  execute and comply with all rules,  regulations  and
requirements of applicable  property owners'  associations,  with all covenants,
requirements, restrictions and prohibitions of record, and with all laws, rules,
orders, ordinances, and regulations of all local, state and Federal governmental
authorities,  including without limitation each and every department, bureau and
official  thereof,  now or hereafter in force or effect  during the term of this
Lease (collectively, "Laws") applicable to Tenant, the Premises or any occupancy
or use thereof,  including,  without  limitation,  the ADA and all Environmental
Laws, and with any requirements of any fire underwriters'  bureau.  Tenant shall
pay  for  all  license  fees,   testing  fees,   occupational  taxes  and  other
governmental  charges  assessed by reason the use or  occupancy  of the Premises
during the term of this Lease.  The term  "Environmental  Laws," as used herein,
means  any and all laws  with  respect  to:  (i) any  biological  or  infectious
materials or wastes, (ii) any dangerous, toxic, explosive, corrosive, flammable,
radioactive,  carcinogenic,  mutagenic or other hazardous substances,  (iii) any
substances  the presence of which would cause or threaten to cause a nuisance in
the Premises or to any  neighboring  or adjacent  properties or pose a hazard to
the health or safety of persons on or about the Premises or any  neighboring  or
adjacent  properties,  (iv) any  substance,  the presence of which on properties
adjacent to the Property would constitute a trespass, and (v) urea-formaldehyde,
polychlorinated biphenyls, asbestos or asbestos containing materials,  petroleum
and  petroleum  by-products.  Such  Environmental  Laws shall  include,  without
limitation,  the following  laws, as modified or amended from time to time:  The
Comprehensive Environmental Response,  Compensation and Liability Act ("CERCLA")
as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"),
42 U.S.C. Sections 9601-9675; the Resource Conservation and Recovery Act of 1976
("RCRA"), 42 U.S.C. Sections 6901-6991;  the Clean Water Act, 33 U.S.C. Sections
1321 ET. SEQ.; the Clean Air Act, 42 U.S.C.  Sections 7401 ET. seq.; the Federal
Insecticide,  Fungicide and Rodenticide Act ("FIFRA"), 7 U.S.C. Sections 136 ET.
SEQ.; The Toxic Substances Control Act ("TSCA"),  15 U.S.C.  Sections 2601-2671;
The Florida  Pollutant  Discharge  Prevention and Removal Act,  Florida Statutes
Section  376.303(1)(a)(1)  ET. SEQ.; the Florida Hazardous Waste Management Act,
Florida  Statutes  Sections  403.701 ET. SEQ.;  and the Florida  Pesticide  Act,
Florida Statutes Sections 487 ET. SEQ.

         (c) Tenant  agrees not to commit or allow to be committed  any nuisance
or other act against public policy,  or which may disturb the quiet enjoyment of
or otherwise  interfere with,  injure or annoy any owner or tenant of properties
adjacent to or in the vicinity of the  Property.  Tenant agrees not to commit or
suffer any waste of the Property, or to deface or damage the Improvements in any
manner, except for reasonable and normal wear and tear.


                                       6
<PAGE>



         (d)  Tenant  agrees  not to use or keep  any  flammable  substances  or
materials in or about the Premises except in strict compliance with all laws and
regulations  relating  thereto,  and in a safe and proper manner.  Except to the
extent  caused by the gross  negligence or willful  misconduct of Landlord,  its
members,  employees or agents,  Tenant agrees to be strictly  liable for, and to
indemnify and hold harmless Landlord against, any and all damages resulting from
the use,  storage or presence on the  Premises of any  flammable  substances  or
materials during the term of this Lease.

         SECTION 8.   ALTERATIONS, WASTE, IMPROVEMENTS.

         (a)  Excepting  only minor  alterations  prior to July 1, 2003,  Tenant
shall not make any  alterations,  additions,  or  improvements  to the Premises,
interior or  exterior,  without the prior  written  consent of  Landlord,  which
consent shall not be unreasonably withheld or delayed.

         (b) All partitions,  partitioned  walls,  alterations,  additions,  and
other  improvements  erected or made by Tenant and  installed  in the  Premises,
(except movable office furniture,  personal property and warehouse inventory not
attached  to the  Improvements  and  belonging  to Tenant),  including,  but not
limited to, wall covering,  paneling and built-in  cabinet work, shall be deemed
to be a part of the real estate and shall  remain upon and be  surrendered  with
the Premises upon the Expiration Date, or the earlier termination of this Lease,
provided,  however,  that if Landlord  shall so request,  Tenant  shall  remove,
within  fifteen  (15) days of  Landlord's  demand for same and at Tenant's  sole
expense,  any or all of such leasehold  improvements  erected or made by Tenant,
and Tenant shall immediately  repair damage of any kind or character  occasioned
by the removal of any such  fixtures,  equipment or  improvements.  Tenant shall
leave the Premises in a good, clean,  sanitary and tenantable condition with all
systems and Improvements in working order.

         (c) All  improvements  erected or made by Tenant and  installed  in the
Premises, and all repairs and replacements thereof or of the Improvements, shall
be performed by contractors or subcontractors  licensed in the State of Florida,
insured in accordance with the standards  applicable to the Tenant, as described
in Section  16, and, if the cost of such work shall  exceed  $15,000.00  for any
such  improvement,  repair or  replacement,  approved  in advance by Landlord in
writing. All such improvements, repairs and replacements shall be constructed at
the sole  expense  of Tenant,  except as may  otherwise  be herein  specifically
provided,  and Tenant shall  promptly  pay all  contractors  and  subcontractors
performing  such work or  furnishing  material  therefor  for such work.  Tenant
agrees to indemnify and hold harmless Landlord from all expenses,  liens, claims
and  damages  whether to persons or  property,  arising in any manner  from such
work.  If any  liens  shall be  filed  by  virtue  of the  construction  of such
improvements,  Tenant shall cause same to be  discharged  to record,  by bond or

                                       7
<PAGE>

otherwise,  within fifteen (15) days after recording thereof.  In the event that
Tenant  fails to satisfy or transfer any such claim within said fifteen (15) day
period or to  properly  complete  any  improvements,  repairs  or  replacements,
Landlord may do so and thereafter  charge Tenant  therefor,  as Additional Rent,
all costs incurred by Landlord in connection  with the  satisfaction or transfer
of said claim,  including,  without limitation,  reasonable  attorneys' fees and
costs.

         SECTION 9. QUIET ENJOYMENT.  Landlord hereby covenants with Tenant that
upon the performance by Tenant of the covenants set forth in this Lease,  Tenant
may  quietly  hold and occupy  the  Premises  for the Lease  Term,  without  any
interruption by Landlord or by persons claiming through or under Landlord.

         SECTION 10. ENTRY BY LANDLORD.  Upon reasonable  advance written notice
to Tenant,  Landlord reserves the right,  during  reasonable  business hours, to
enter the Premises to inspect the same;  to exercise any rights of Landlord;  to
perform  any  obligations  of Tenant  under this  Lease if Tenant  shall fail to
timely do or have done same  following any required  notice to Tenant under this
Lease;  to show the Premises to prospective  purchasers and, during the last one
hundred eighty (180) days of the term of this Lease, to prospective tenants, and
to conduct any inspections and tests related thereto;  and to alter,  improve or
repair the  Premises or any part thereof upon any failure of Tenant to timely do
so. No entry by Landlord  shall cause any abatement of Rent. In the event of any
alteration,  improvement or repair by Landlord,  Landlord may erect  scaffolding
and other  structures  reasonably  required by the  character  of the work to be
performed.  Any work of Landlord  that is the  Tenant's  obligation  shall be at
Tenant's sole cost and expense, and shall constitute Additional Rent that is due
from Tenant to Landlord within ten (10) days of Landlord's  demand for same from
Tenant.

         Except  to  the  extent  caused  by the  gross  negligence  or  willful
misconduct of Landlord,  its members,  employees or agents, Tenant hereby waives
any claim for damages for any injury or  inconvenience  to or interference  with
Tenant's  business or any loss of occupancy  or quiet  enjoyment of the Premises
based on Landlord's  actions as provided  herein,  or any other loss  occasioned
thereby.

         Notwithstanding  the  foregoing,  Landlord  shall  have the right in an
emergency  to use any and all means  which  Landlord  may deem  proper to obtain
entry to the  Premises  without  liability  to Tenant  except for any failure to
exercise  reasonable  care for  Tenant's  property.  Any entry into the Premises
obtained by Landlord by any of said  means,  or  otherwise,  shall not under any
circumstances be construed or deemed to be a forcible or unlawful entry into, or
detainer  of, the  Premises,  or an eviction of Tenant from the  Premises or any
portion  thereof.  Tenant shall not change or add any locks to the front door of

                                       8
<PAGE>

the Premises  without in each such  instance  supplying a copy of any new key to
Landlord simultaneously with such installation.

         SECTION 11.  SERVICES.

         (a) Landlord has furnished the Premises with electricity,  plumbing and
mechanical  systems suitable for their intended use and as permitted pursuant to
Section 7 above, and Tenant shall maintain and keep lighted the stairs, entries,
exits and restroom  facilities  in the  Improvements  and all parking  areas and
walks on the Premises.  Except to the extent  caused by the gross  negligence or
willful misconduct of Landlord,  its members,  employees or agents, Tenant shall
be liable for any injury to any person  while on the Premises and for loss of or
damage to any property,  however  occurring,  through or in  connection  with or
incidental  to the failure to perform any of the  foregoing or to otherwise  not
maintain at all times the Premises in a safe and sanitary manner during the term
of this Lease.  Whenever heat  generating  machines or equipment are used in the
Premises which affect the temperature  otherwise  maintained by the existing air
conditioning  systems,  Landlord reserves the right to install supplementary air
conditioning units in the Premises and the cost thereof,  including acquisition,
installation,  operation  and  maintenance  costs,  shall be paid by  Tenant  to
Landlord  within ten (10) days of  Landlord's  demand  therefore,  as Additional
Rent.

         (b) Tenant will not use any  apparatus or device on the Premises  which
will in any way increase the amount of electricity usually furnished or supplied
for the use of the Premises as general  office and  warehouse  space,  nor shall
Tenant  connect with  electrical  current,  except through  existing  electrical
outlets in that  Premises,  any  apparatus  or device  for the  purpose of using
electric current. If Tenant shall require water or electric current in excess of
that  presently  furnished  or supplied  for the use of the  Premises as general
office and warehouse  space,  then Tenant shall first obtain the written consent
of Landlord, which consent shall not be unreasonably withheld or delayed.

         (c)  Except to the  extent  caused by the gross  negligence  or willful
misconduct of Landlord, its members,  employees or agents, Landlord shall not be
liable for any loss or damages on account  of any  disruption  of  heating,  air
conditioning,  elevator, electrical or water services, utilities or any of them,
and no such  disruption  shall cause an  abatement of Rent or operate to release
Tenant from any of its obligations under this Lease.

         SECTION  12.  PARKING.  Tenant  is  hereby  given  the right to use all
parking spaces on the Premises, provided that Tenant shall, at its sole cost and
expense,  comply  with all  rules  and  regulations  promulgated  by the City of
Sunrise or Landlord with respect to the use and maintenance thereof.


                                       9
<PAGE>



         SECTION 13.  REPAIRS AND REPLACEMENTS.

         (a) Throughout the term of this Lease,  Tenant shall,  at its sole cost
and  expense,  maintain the  Premises in a good state of repair,  including  all
plumbing,  electrical,  air conditioning,  fire alarm,  fire sprinkler,  burglar
alarm, fire sprinkler,  and irrigation  systems,  and all structural portions of
the  Improvements.  Tenant  shall  repair  or  replace  such  items  as shall be
reasonably  required from time to time during the term of this Lease to maintain
at all times the Premises,  including all additions thereto constructed by or on
behalf of Tenant,  in working  order.  Except to the extent  caused by the gross
negligence or willful misconduct of Landlord, its members,  employees or agents,
there shall be no  abatement of Rent and no liability to Tenant by reason of any
injury to or interference  with Tenant's business arising from the making of any
repairs,  alterations,  replacements or improvements in or to any portion of the
Premises,  or  in or to  the  fixtures,  appurtenances  and  equipment  thereof,
regardless of the cause for the need of any such repair, alteration, replacement
or improvement.

         (b)  Throughout  the Lease Term,  Tenant shall at its sole costs,  also
maintain in good order,  condition and repair all nonstructural  portions of the
Premises,  including,  without limitation, the exterior and interior portions of
all doors and door  hardware,  all windows and window  hardware,  all  fixtures,
electrical  equipment,  interior walls, floors, floor coverings and ceilings and
all other  property  furnished by Landlord to Tenant and comprising a portion of
the Premises.  Tenant shall,  upon the expiration or earlier  termination of the
Lease Term, quietly and peaceably  surrender the Premises to Landlord in working
condition.

         (c) By entering into this Lease,  Tenant  acknowledges  it has accepted
the Premises in "as is"  condition  and as being in working  condition,  without
relying on any representations, covenants or warranties of Landlord.

          SECTION 14. FORCE  MAJEURE.  The term "force  majeure" as used in this
Lease  shall  include  acts of  God,  strikes,  lockouts,  or  other  industrial
disturbances,  acts of  public  enemy,  wars,  blockades,  riots,  acts of armed
forces,  epidemics,  delays by carriers,  inability to obtain  materials,  after
reasonable effort to obtain said materials, acts of public authorities,  and any
other  causes,  whether or not  enumerated  in this Section 14, which causes are
beyond the  reasonable  control of the  parties.  Force  majeure will excuse the
timely  performance of any obligation  that is delayed  thereby to the extent of
the time delay  occasioned  by such event.  However,  no condition  constituting
force majeure  shall  operate to excuse  Tenant from prompt  payment of all Rent
required  to be paid  hereunder  and  Landlord  from  complying  with all of its
covenants under this Lease.


                                       10
<PAGE>



         SECTION 15. RULES AND  REGULATIONS.  Upon any promulgation by Landlord,
the rules and  regulations  for the use and  operation of the Premises  shall be
supplied in writing  from  Landlord to Tenant from time to time.  Any failure by
Tenant  to  thereafter  comply  with  such  rules  and  regulations  within  any
applicable cure periods shall be an Event of Default under this Lease.  Provided
reasonable  advance  written notice is given to Tenant,  Landlord shall have the
right to modify  the rules and  regulations  and to make  reasonable  additional
rules and  regulations for the Premises from time to time.  Tenant  covenants to
notify Landlord of any unreasonably  dangerous conditions observed to exist from
time  to  time  on any  portion  of the  Premises,  to  immediately  remove  its
employees,  agents and invitees from the area of the unreasonable danger, and to
take action as soon as reasonably possible to correct any dangerous condition.

         SECTION 16.  LIABILITY, INDEMNITY AND INSURANCE.

                                       11

<PAGE>



         (a)  Except to the  extent  caused by the gross  negligence  or willful
misconduct  of Landlord,  its members,  employees  or agents,  Tenant  agrees to
indemnify  and save  Landlord  harmless from any and all claims or liability for
any injury or damage to person or property arising,  in whole or in part, out of
the acts or  omissions  of  Tenant  or  Tenant's  officers,  employees,  agents,
invitees or subtenants (if any),  on, in, or about the Premises,  out of the use
of the  Premises  for the conduct of business  or out of any  activity,  work or
other thing done,  permitted or suffered by Tenant in or about the Premises,  or
out of any breach or default in the  performance  of any  obligation on Tenant's
part to be  performed  under the terms of the Lease;  Tenant  further  agrees to
indemnify and save Landlord  harmless  from any and all cost,  attorney's  fees,
expenses and liabilities  incurred in or about any such claim or any such action
or proceeding brought thereon. If any such action or proceeding shall be brought
against Landlord by reason of any such claim,  Tenant,  upon notice of Landlord,
shall  defend  the  same at  Tenant's  sole  expense,  with  counsel  reasonably
satisfactory to Landlord. Except to the extent caused by the gross negligence or
willful misconduct of Landlord, its members,  employees or agents, Tenant hereby
releases Landlord from any and all claims and damages arising from any defect in
the  condition  of the Premises or any part  thereof,  including  any  equipment
installed thereon, whether same shall belong to Landlord or otherwise.  Landlord
shall not be liable for, and Tenant hereby, for itself,  its agents,  employees,
invitees and subtenants, releases, discharges, covenants not to sue, and acquits
Landlord  from any and all  claims  for loss,  damage  or  injury of any  nature
whatsoever  to person or  property,  resulting in any way from or in any fashion
arising  from,  in connection  with or resulting  from  occupancy and use of the
Premises,  including,  without limitation, any such loss, damage or injury which
arises out of theft, fire, explosion, steam, plumbing,  mechanical or electrical
malfunction, the negligent acts or omissions of Landlord or any other person, or
by reason of the  breakage,  leakage  or  obstruction  of water,  sewer or other
pipes,  flooding or other water damage. Except to the extent caused by the gross
negligence or willful misconduct of Landlord, its members,  employees or agents,
Landlord shall not, under any  circumstances,  be liable for loss of business by
or other  consequential  damages  to Tenant,  nor for any  latent  defect in the
Premises or any portion thereof.  Tenant shall give prompt notice to Landlord in
the event of fire or accident in the  Premises  or any  portion  thereof,  or of
defects therein or in the fixtures or equipment located thereon,  and shall take
action as soon as reasonably  possible to correct and repair same.  The terms of
this Section shall survive the Term of this Lease.  The Rent due hereunder shall
not be  diminished  or  withheld  by reason or on account of any loss or damages
described above in this subsection(a).

         (b)  Throughout  the Term of this Lease,  Tenant,  at its sole cost and
expense, and for the mutual benefit of Landlord and Tenant, shall procure, carry
and maintain (i) general  public  liability  insurance  for personal  injury and


                                       12
<PAGE>

property damage to protect both Landlord and Tenant against damage,  costs,  and
attorneys'  fees arising out of accidents of any kind  occurring on or about the
Premises,  or otherwise arising out of the use,  occupancy or maintenance of the
Premises,  (ii)  windstorm  and fire  insurance in amounts  sufficient  to cover
Tenant's  obligation  to repair and  replace any damage to the  Premises,  (iii)
general  casualty  insurance with extended  coverage  endorsement  (including an
endorsement  against  vandalism  and  malicious  mischief),  to  cover  the full
replacement  value  (presently  estimated  at  $9,000,000.00)  of all  real  and
personal  property  within the  Premises,  (iv) flood  insurance  at the maximum
amount insurable under the National Flood Program, and (v) business interruption
insurance to cover  Tenant's  losses from any shutdown of the Premises  from any
cause.  Said insurance shall be written by a company or companies  acceptable to
Landlord,  and rated A or better in Best's  Insurance  Guide,  and the liability
insurance  shall have liability  limits of not less than  $1,000,000.00  for the
injury or death of one  person,  $3,000,000.00  for the  injury or death of more
than one person, and $1,000,000.00 for property damage or else a combined single
limit  liability  coverage  in the  amount of not less than  $3,000,000.00.  The
limits of said insurance stated above shall not, however, limit the liability of
Tenant  hereunder.  Tenant  may carry said  insurance  under  blanket  policies,
provided,  however,  said insurance shall have a Landlord's protective liability
endorsement  attached thereto.  If Tenant shall fail to procure and maintain any
such insurance,  Landlord may, but shall not be required to procure and maintain
same, at the sole expense of Tenant.  Except as Landlord and Tenant may agree to
prorate and retain the existing insurance of Landlord, prior to the commencement
of the Lease Term,  and annually (or prior to expiration if sooner)  thereafter,
Tenant shall in advance  furnish  certificates  of  insurance to Landlord  which
certificates  shall clearly indicate:  (i) that Tenant has obtained insurance in
the type,  amount and  classifications  required for strict compliance with this
section; (ii) that any material change or cancellation of the insurance coverage
shall not be  effective  without  thirty  (30)  days'  prior  written  notice to
Landlord;  and (iii)  that  Landlord  is named as an  additional  insured in all
liability  insurance and as loss payee in all fire,  windstorm flood and general
casualty insurance.  Landlord reserves the right to reasonably require Tenant to
provide  such  amended  or  additional  insurance  coverage  or  such  increased
liability  limits as Landlord  reasonably  deems  necessary or  desirable,  upon
issuance of notice in writing to Tenant,  which notice shall automatically amend
this Lease, effective thirty (30) days following such notice.

         (c) Tenant acknowledges that Tenant is also required hereunder to carry
fire and  casualty  insurance  with  extended  coverage  endorsement  (including
against  vandalism and  malicious  mischief) to cover  contents  situated in the
Premises.

         SECTION 17.  LIENS.


                                       13
<PAGE>

         (a)   Neither   Tenant   nor  any  of   Tenant's   agents,   employees,
representatives,  contractors  or  subcontractors  shall have any  authority  to
create  any liens for  labor or  material  against  Landlord's  interest  in the
Premises.  Landlord shall have no responsibility to Tenant or to any contractor,
subcontractor,  supplier,  materialman,  vendor, laborer, workman or other firm,
person  or  corporation  who or which  shall  engage  in or  participate  in any
alterations,  unless  Landlord  shall  expressly  undertake  such agreement in a
writing signed by Landlord made between Landlord and Tenant, or between Landlord
and such contractor,  subcontractor,  supplier,  materialman,  vendor,  laborer,
workman  or  other  person,  firm  or  corporation.  Landlord  may  require,  at
Landlord's sole option,  that Tenant provide to Landlord,  at Tenant's sole cost
and expense,  a lien and completion  bond in an amount equal to one and one half
(1 1/2) times the estimated costs of any improvements,  additions or alterations
to the  Premises  that are to be  constructed  by Tenant or for which  Tenant is
responsible under this Lease.

         (b) All materialmen, contractors,  subcontractors,  mechanics, workmen,
materialman,  vendors and laborers are hereby charged with notice that they must
look to Tenant and to Tenant's  interests  (as a Tenant only) in the Premises to
secure the  payment of any bill for work done or material  furnished  during the
term of this Lease.  Landlord  shall not be liable for nor shall the Premises be
subject to, any  mechanics,  materialmen or other type of lien, and Tenant shall
keep the Premises free from any such liens and shall indemnify, Landlord against
and shall cause to be fully  discharged and released within ten (10) days of any
such liens. Tenant further agrees to pay all liens of materialmen,  contractors,
mechanics,  laborers and other items of the like  character  and will  indemnify
Landlord  against all legal costs and charges and bond  premiums  for release of
liens,  including  counsel fees reasonably  incurred in and about the defense of
any  suit  discharging  the  Premises  or any  part  thereof,  from  any  liens,
judgments,  or encumbrances caused or suffered by Tenant, or from any failure of
Tenant to properly  complete all work required or undertaken  hereunder.  Tenant
covenants that it shall notify in writing all persons  contracting  with Tenant,
as aforesaid, of the provisions of this Section.

         SECTION 18.  DAMAGE BY FIRE OR OTHER CAUSES.

         (a) In the event any  portion of the  Premises is damaged by fire or by
other peril,  or by any other cause  whatsoever,  Tenant agrees to forthwith and
with  diligence  repair or replace  the same as  appropriate  in the  reasonable
discretion of Landlord; and this Lease shall remain in full force and effect and
Tenant  shall not be entitled to any  reduction  or  abatement of the Rent while
such repairs or replacements are being made.

         (b) Under no  circumstances  shall  Landlord  be required to repair any
injury or damage by fire or other cause or to make any repair or replacements of

                                       14
<PAGE>

the Premises.  However,  to the extent of any insurance  proceeds  available for
such repairs and  replacements  that are in fact received by Landlord,  Landlord
agrees to  reimburse  Tenant for amounts  expended by Tenant for such repairs or
replacements  upon delivery by Tenant to Landlord of invoices with paid receipts
and lien  waivers,  and any other  documentation  that  Landlord may  reasonably
require,  including proof that, based on the amounts already expended by Tenant,
the insurance  proceeds received by Landlord are sufficient to properly complete
the said repairs or replacements.

         SECTION 19.  EMINENT DOMAIN.

         (a) If  any  portion  of the  Property  is  taken  for  any  public  or
quasi-public  use by condemnation or by right of eminent domain,  or purchase in
avoidance or settlement of condemnation or eminent domain  proceeding,  Landlord
and Tenant agree as follows:

                  (1) If all of the Premises  are subject to such  taking,  then
this Lease shall be canceled as of the date of the taking.

                  (2) If more than twenty-five percent (25%) of the Improvements
is subject to such taking,  either  Landlord or Tenant may terminate this Lease,
by written  notice to the  other,  to be given no later  than  ninety  (90) days
following  delivery to Tenant by Landlord of final notice of such  taking,  such
termination  to be  effective  as of the  date  of  the  taking.  If  the  Lease
continues,  the Rent shall be abated  proportionately  for the percentage of the
Improvements  so taken and Tenant  shall make all repairs  required to place the
remaining Improvements in good condition and working order.

                  (3) If any  portion  of the  Property  is subject to a taking,
notwithstanding  whether such taking shall affect the Improvements,  Landlord in
any such case shall have the option to terminate  this Lease,  by written notice
to Tenant,  to be given no later than  thirty  (30) days  following  delivery to
Tenant by  Landlord  of final  notice of such  taking,  such  termination  to be
effective as of the date of the taking.

                  (4) Landlord shall be entitled to any and all awards which may
be paid or made in  connection  with such taking,  and Tenant  hereby waives any
right it may have to such awards and agrees to execute such  instruments  as may
be requested by Landlord to effectuate such waiver. However, in the event of any
partial  taking where this Lease shall  continue,  Landlord shall pay Tenant the
reasonably expended amount of the award received by Landlord as compensation for
required  repairs of the  Improvements  upon  Tenant's  completion  of same in a
proper and lien free  manner.  In no event  shall  Tenant have or make any claim
against Landlord for the value of the unexpired term of this Lease.


                                       15
<PAGE>

         SECTION  20.   SUBORDINATION.   This  Lease  shall   automatically   be
subordinate to any mortgage  presently existing or hereafter made by Landlord on
the Property, and to any renewal, modification, extension, or replacement of, or
future advance under,  any such mortgage.  Tenant  covenants to execute,  within
fifteen (15) days following any request to do so any agreement  requested by the
holder of any  mortgage  to  evidence  the  agreements  of this  Section.  It is
understood  and agreed that any mortgagee  shall not be liable to Tenant for any
funds  paid  by  Tenant  to  Landlord  unless  such  funds  actually  have  been
transferred to such mortgagee by Landlord.

         SECTION  21.  ASSIGNMENT  AND  SUBLETTING.  Tenant  shall  not,  either
voluntarily  or  by  operation  of  law,  assign,  transfer,  mortgage,  pledge,
hypothecate  or encumber  this Lease or any  interest  herein  without the prior
written  consent  of  Landlord,  which  consent  may be  withheld  at  the  sole
discretion of Landlord.  However, subject to the increase in Base Rent if all or
any portion of the Premises are sublet between  January 1, 2006 and December 31,
2008,  Tenant  shall  have the right  without  Landlord's  consent to sublet the
Premises or any part thereof, or any right or privilege appurtenant thereto, but
Tenant  shall  continue to be liable to Landlord for the  performance  of all of
Tenant's  obligations  under this Lease and any  subtenant  must comply with the
requirements  hereunder  respecting  the  use  and  operation  of the  Premises,
including all Laws and any rules and  regulations  promulgated  by Landlord from
time to time. Landlord's consent to any assignment,  transfer, mortgage, pledge,
hypothecation  or encumbrance of this Lease or any interest  herein shall not be
deemed to be a consent to any subsequent assignment, transfer, mortgage, pledge,
hypothecation or encumbrance.  If Landlord shall consent to any assignment,  the
assignee  shall  assume  all  obligations  of Tenant  hereunder  pursuant  to an
agreement  satisfactory  to  Landlord,  but Tenant  shall not be relieved of any
liability  hereunder.  In the  event  of any  default  by  the  assignee  in the
performance  of any of the terms hereof,  no notice of such default or demand of
any kind need be served on Tenant to hold it liable to Landlord.  If Tenant is a
corporation,  any transfer,  sale,  pledge or other disposition of a majority of
the capital  stock of Tenant or any change in the power to vote the  majority of
the outstanding capital stock of Tenant,  shall be deemed to be an assignment of
this  Lease.  Any  assignment  of the Lease by Tenant  without  the  consent  of
Landlord shall be, at the option of Landlord,  null and void, and shall,  at the
option of Landlord, constitute an Event of Default under this Lease.

         SECTION 22.    RIGHT OF FIRST REFUSAL.      If at any time
during the term of this Lease,  Landlord shall receive a bona fide written offer
to purchase the Premises on terms and  conditions  acceptable to Landlord,  then
Landlord  shall  send  Tenant a copy of the  offer  (except  for the name of the
buyer) and give Tenant notice of Landlord's  intention to accept the offer. Upon
receipt of the offer,  Tenant  shall have  thirty (30) days to agree to purchase

                                       16
<PAGE>

the Premises on the same terms as set forth in the offer, in which case Landlord
and Tenant shall execute and deliver a purchase  agreement  containing  the same
terms and  conditions  as the prior  offer  except  that the  contract  shall be
assignable by Tenant upon waiver or satisfaction  of any financing  contingency,
and the closing  shall occur within sixty (60) days  following  execution of the
contract.

         SECTION 23.  DEFAULT AND REMEDIES OF LANDLORD.  Upon the  occurrence of
any of the following events ("Events of Default"):

         (a) Tenant's failure to pay any Base Rent due hereunder for a period of
ten (10)  days  after  the due date  thereof,  or  Tenant's  failure  to pay any
Additional  Rent or other sum due  hereunder for a period of ten (10) days after
the due date thereof;

         (b) Tenant's  failure to cure any breach of any other  covenant of this
Lease within a period of ten (10) days after  delivery of written notice of such
breach by Landlord,  provided,  however, that if such breach reasonably requires
more than ten (10) days to cure,  then  there  shall be no Event of  Default  if
Tenant promptly  commences  corrective action within the ten (10) day period and
diligently  prosecutes same to completion within thirty (30) days following such
notice;

         (c)  The  making  by  Tenant  of  any  general  assignment  or  general
arrangement for the benefit of creditors;  or the filing by or against Tenant of
a petition to have Tenant adjudged bankrupt,  or a petition or reorganization or
arrangement  under any law  relating  to  bankruptcy,  unless,  in the case of a
petition filed against Tenant, the same is dismissed within thirty (30) days; or
the  appointment  of a  trustee  or a  receiver  to  take  possession  of all or
substantially  all of  Tenant's  assets  located at the  Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty
(30) days,  or the  attachment,  execution or other  judicial  seizure of all or
substantially  all of  Tenant's  assets  located at the  Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty
(30)  days,  or  the  attachment,   execution  or  other  judicial   seizure  of
substantially  all of  Tenant's  assets  located at the  Premises or of Tenant's
interest in this Lease,  where such seizure is not discharged within thirty (30)
days; or

         (d) Tenant's vacating or abandoning the Premises;

Landlord,  at its option,  shall have the right upon any third (3rd)  failure of
Tenant  within any twelve (12) month  period to timely and properly pay any Rent
due  hereunder  within any  applicable  grace  period,  or upon any second (2nd)
failure of Tenant  within any twelve (12) month period to fulfill each and every
of its other obligations under this Lease within any applicable grace period, to
exercise any one or more of the following  remedies,  with or without  notice or
demand, and without limiting Landlord in the exercise of a right or remedy which

                                       17
<PAGE>

Landlord  may have by  reason of such  Event of  Default,  and in such  order as
Landlord shall elect:

                  (1)  Advance  such  monies,  and take such other  action,  for
Tenant's  account as reasonably may be required to cure or mitigate any Event of
Default.  Any such  advance,  and any cost or  expense so  incurred,  shall bear
interest as provided in this Lease.

                  (2)  Terminate  Tenant's  right to possession of the Premises,
without  terminating  this  Lease or  Tenant's  liability  under  this Lease and
re-enter the Premises by lawful  procedure  for  Tenant's  account.  If Landlord
elects such re-entry,  Landlord will attempt in good faith to relet the Premises
for Tenant's account,  for such rent and upon such other terms and conditions as
Landlord  considers  appropriate  to  reduce  Tenant's  liability  and  minimize
Landlord's damage.  Landlord shall be entitled to make installations,  removals,
maintenance, redecorating, renovations, and restoration to the Premises for such
purpose.  None of the  foregoing  actions  shall be deemed to waive,  limit,  or
otherwise  impair any other right or remedy of Landlord,  unless Landlord elects
to terminate  this Lease in writing.  Tenant  instead will remain liable for any
Rent,  interest,  Actual Damages, and any difference between (i) the proceeds of
any  reletting,  and (ii) the amounts  Landlord  would have  received had Tenant
fully  performed  Tenant's  obligations  under this Lease through the Expiration
Date.  At any time during  such  re-entry or  reletting,  Landlord  may elect to
terminate this Lease by written notice, as provided in the following subsection.
Tenant has no claim to, and  Landlord is not  obligated to account to Tenant for
any surplus  proceeds  that may result from any  reletting.  Any proceeds of any
reletting shall reduce  Tenant's  liability only if, as, when, and to the extent
actually received by Landlord.  No notice to, or approval by, Tenant is required
for any action pursuant to this subsection, nor is Landlord obligated to account
to Tenant for any such action that is undertaken in good faith.

                  (3)  Terminate  this  Lease and  re-enter  and  repossess  the
Premises by lawful procedure and for Landlord's account.  The term and estate of
this Lease, together with any other right, title, or interest of Tenant in or to
the Premises,  and the proceeds of any reletting  then will  terminate.  No such
termination  shall be deemed to waive,  limit or  otherwise  impair any right or
remedy to collect from Tenant any Rent,  interest,  and Actual  Damages that are
accrued and unpaid at the  termination,  nor any Liquidated  Damages that may be
payable.

                  (4) Collect,  as "Liquidated  Damages" for the  termination of
this Lease, an amount equivalent to the difference  between (i) the total unpaid
Base Rent, and reasonably  determinable  Additional Rent, for the period between
the  termination of this Lease and the Expiration  Date and (ii) the fair rental
value of the Premises at termination for the same period.  The foregoing amounts
will be discounted to present worth at the annual rate of 6%.


                                       18
<PAGE>

                  (5)  Recover,  as  "Actual  Damages,"  any costs and  expenses
properly  incurred by Landlord in  terminating  this Lease or Tenant's  right to
possession,  as the case may be,  including  any leasing  commissions  remaining
payable in  connection  with this  Lease,  the  prorated  balance of any prepaid
leasing   commissions  with  respect  to  this  Lease,  and  other  professional
compensation,  costs,  and expenses,  as provided  below in this Lease.  Because
Landlord  agrees  to  minimize  Landlord's  damage  unless  Landlord  elects  to
terminate  this Lease,  such items,  together  with any other costs and expenses
actually  incurred by Landlord for repossessing  the Premises,  terminating this
Lease, and renovating,  redecorating,  protecting,  maintaining,  restoring, and
reletting the Premises, as the case may be, are damages, due on demand, and bear
interest as provided in this Lease.

                  (6)  Apply  any  Security  Deposit,  and  any  other  property
securing  Tenant's  obligations  under this Lease, to Landlord's  losses in such
order as Landlord elects. Landlord must account for such application only as and
when the  full  extent  of  Landlord's  damage  is  known,  or the  security  is
exhausted, whichever occurs first.

                  (7) Enforce in any lawful  manner the benefit of a  landlord's
lien upon, or a security interest in, any fixtures,  equipment,  inventory,  and
other tangible property of Tenant then situated upon or about the Premises.  The
foregoing  lien and  security  interests  are  subject  and  subordinate  to any
purchase  money  security  interest  properly  perfected in such  property at or
before its delivery or installation to the Premises; but Landlord has no duty to
the holder of any such prior security interest,  except to permit such holder to
remove such property from the Premises  within 15 days after written  demand and
upon payment of the costs of any  restoration  of the Property  required by such
removal.   This  subsection  does  not  apply  to  any  of  Tenant's   leasehold
improvements  or other  property that expressly may become  Landlord's  property
upon the expiration or earlier termination of this Lease, if Landlord so elects.

                  (8)  Exercise  any and all other  rights and  privileges  that
Landlord  may have  under the laws of the State of  Florida  and/or  the  United
States of America.

Landlord  shall  have the  right to  exercise  any one or more of the  preceding
remedies;  the  exercise  of one shall not  preclude  the  exercise of any other
remedy or all of such remedies.  Landlord and Tenant hereby acknowledge that the
purpose of Chapter  51,  Florida  Statutes,  is to afford the  Landlord a speedy
adjudication of its right to possession as to a delinquent tenant.  Jurisdiction
for any  possession  proceeding is vested by Florida Law in the County Courts of
Florida.


                                       19
<PAGE>

         SECTION 24. TRANSFER OF LANDLORD'S INTEREST.  If the interest or estate
of  Landlord in the  Property  shall be  transferred  by sale,  lease,  or other
voluntary transfer of the Property,  then, and in any such event, the transferee
of  Landlord's  interest  shall assume this Lease  whereupon  Landlord  shall be
released and relieved of all  liability  for  obligations,  both  expressed  and
implied,  to be performed  by Landlord  under this Lease,  and  Landlord  shall,
simultaneously  with  such  transfer,  convey  the  Security  Deposit,  if  any,
hereunder to the transferee of the Property.  Tenant shall,  in the event of the
sale, lease, or other voluntary transfer of Landlord's interest in the Property,
or in the event of any  proceedings  brought for the foreclosure of any mortgage
made by Landlord  covering the  Property,  attorn to the purchaser and recognize
the purchaser as "Landlord" under this Lease. Within ten (10) days of receipt of
written request by Landlord, Tenant shall execute and deliver to such persons as
Landlord shall request,  an instrument prepared by Landlord to evidence Tenant's
attornment to such purchaser,  as provided herein. If Tenant shall fail to do so
within the time required, Tenant shall be in breach hereof.

         SECTION  25.  WAIVER.  Waiver  by  Landlord  of any term,  covenant  or
condition  herein  contained shall be in writing and shall not be deemed to be a
waiver of such term,  covenant or condition on any subsequent breach of the same
or any other term,  covenant  or  condition  herein  contained.  The  subsequent
acceptance of Rent  hereunder by Landlord  shall not be deemed to be a waiver of
any preceding breach by Tenant of any term, covenant or condition of this Lease,
other  than the  failure  of  Tenant  to pay the  particular  Rent so  accepted,
regardless of Landlord's  acknowledgment of such proceeding,  breach of the time
of the acceptance of such installment of Rent.

         SECTION 26. NOTICES.  Any notice required or permitted under this Lease
shall be in writing, addressed to Landlord at the address hereinabove set forth,
or to Tenant at the address of the Premises,  or to such other address as either
party shall have given the other party written  notice of, shall be by Certified
Mail, return receipt  requested,  and shall be deemed given upon receipt or upon
three (3) business days after mailing, whichever is first.

         SECTION 27.  ATTORNEYS'  FEES. If a party to this Lease fails to comply
with and abide by any of the covenants,  terms and conditions of this Lease, and
the other party files suit to enforce the  performance  of any of the covenants,
terms and  conditions  hereof,  the  prevailing  party in any such suit shall be
awarded all of its costs,  charges and expenses,  including  reasonable attorney
fees (including  paralegals' fees),  whether incurred before trial, at trial, or
in appellate proceedings, and in any administrative or bankruptcy proceedings.


                                       20
<PAGE>

         SECTION  28.  SEVERABILITY.  If under  present or future laws in effect
during  the Lease  Term,  any  clause or  provision  of this Lease is invalid or
unenforceable,  it is the intent of the parties that the remaining provisions of
this Lease shall not be affected thereby.

         SECTION 29.  CAPTIONS  AND USE OF CERTAIN  TERMS.  The  captions of the
Sections of this Lease are added as a matter of  convenience  only and shall not
be considered in construing  any provision of this Lease.  The words  "Landlord"
and  "Tenant"  and the words "It" or "Its" used with  reference  to Landlord and
Tenant,  shall  apply to  individuals  (male or  female),  partnerships,  firms,
associations,  limited  liability  companies,  and  corporations,  whichever  is
appropriate.

         SECTION 30. AMENDMENT OR MODIFICATION.  Tenant  acknowledges and agrees
that it has not relied upon any statement,  representation, or agreement made by
Landlord or any of its agents or representatives except as are expressed in this
Lease and that no amendment,  modification,  or extension of this Lease shall be
valid or binding unless  expressed in writing and executed by the parties hereto
in the same manner as the execution of this Lease.

         SECTION 31. SUCCESSORS. All terms, covenants, and conditions to be kept
and  performed  by the parties  hereto shall be  applicable  to and binding upon
their respective heirs, personal representatives, successors, and assigns.

         SECTION  32.  HOLDOVER.  If  Tenant  or  any of  its  subtenants  holds
possession  of  the  Premises  after  the  termination  of  this  Lease  without
Landlord's  written  consent,  then Tenant shall  become a tenant at  sufferance
liable to Landlord  for an amount equal to double the amount of Rent payable for
the month immediately  preceding the termination of the Lease, for such holdover
period,  and Landlord  shall have all rights and remedies  afforded to landlords
under Florida law against holdover tenants. The provisions of this Section shall
not affect Landlord's right of re-entry or any other right or remedy of Landlord
hereunder, at law or in equity.

         SECTION 33. SIGNS. No sign, placard,  picture,  advertisement,  name or
notice shall be inscribed,  displayed or printed or affixed on or to any part of
the outside of the Improvements,  or which is visible from outside the Premises,
without  the prior  written  consent of  Landlord,  which  consent  shall not be
unreasonably  denied or delayed.  Provided  written  advance  notice is given to
Tenant, Landlord shall have the right to remove any such sign, placard, picture,
advertisement, name or notice in violation hereof at the expense of Tenant.

         SECTION 34.  REAL ESTATE  AGENT.  Each of the  parties  represents  and
warrants that no real estate agent or broker was involved in the  negotiation or

                                       21
<PAGE>

consummation  of this Lease.  Landlord shall hold Tenant  harmless from all fees
and  commissions  claimed by any broker  arising from the  consummation  of this
Lease,  excepting  any broker  claiming by or through  Tenant,  for which claims
Tenant shall hold Landlord harmless. The indemnifications contained herein shall
include court costs,  reasonable out of pocket costs and attorneys'  fees at the
trial and appellate levels.

         SECTION 35. EXCULPATION.  Tenant shall look solely and exclusively look
to the estate and property of the Landlord in the Property for collection of any
judgment requiring the payment of money by Landlord to Tenant.

         SECTION  36.  TIME.  Time  is of the  essence  of  this  Lease  and its
provisions.

         SECTION 37. RECORDING. This Lease may not be recorded without the prior
written  consent of the  Landlord,  which may be evidenced  solely by a separate
written consent to recording.  Upon request of Landlord, Tenant shall enter into
a "short-form" or memorandum of this Lease. Said document shall be in recordable
form and shall  describe the  parties,  Premises,  and terms of this Lease,  and
shall incorporate this Lease by reference.

         SECTION  38.  TENANT'S  STATEMENT.  Within ten (10) days after  request
therefor by Landlord,  Tenant agrees to deliver an  acknowledged  certificate to
any proposed mortgagee or purchaser, or to Landlord,  certifying (if such be the
case)  that  this  Lease is in full  force  and  effect  (or if there  have been
modifications,  that this  Lease is in full  force and  effect as  modified  and
stating the  modification);  that there are no  defenses or offsets  thereto (or
stating those claimed by Tenant), the dates to which all Rent hereunder has been
paid; the amounts of the Security  Deposit held  hereunder;  and containing such
other matters as may reasonably be requested by Landlord, it being intended that
any such statement by Tenant may be relied upon by any prospective  purchaser or
mortgagee of all or part of the  Improvements  and by  Landlord.  If Tenant does
not,  within ten (10) days of  Landlord's  request  as  aforesaid,  execute  and
deliver such instruments,  then Tenant hereby  irrevocably  appoints Landlord as
attorney-in-fact for Tenant with full power and authority to execute and deliver
the same in the name of the Tenant.

         SECTION  39.  RELATIONSHIP  OF  LANDLORD  AND  TENANT.  Notwithstanding
anything to the  contrary  herein,  this Lease is not  intended and shall not be
deemed  to  create  or to  reflect  any  joint  venture,  partnership  or  other
relationship  between  Landlord  and Tenant,  except that of landlord and tenant
with  respect to the Premises  that are the subject of this Lease.  Tenant shall
not use the name of the  Property  for any other  purpose than as an address for
the business to be conducted by Tenant in the Premises.


                                       22
<PAGE>

         SECTION 40. RADON GAS. Radon is a naturally  occurring  radioactive gas
that, when it has accumulated in a Improvements  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 are found in  Improvements in Florida.
Additional  information  regarding  Radon and Radon testing may be obtained from
your County Public Health Unit.

         SECTION 41.  AUTHORITY.  If Tenant is a  corporation,  each  individual
executing this Lease on behalf of said corporation  represents and warrants that
he or she is duly authorized to execute and deliver this Lease on behalf of said
corporation in accordance with the articles and by laws of said  corporation and
in  accordance  with a duly adopted  resolution of the Board of Directors of the
said  corporation,  and that this  Lease is  binding  upon said  corporation  in
accordance with its terms.

         SECTION  42.  ENTIRE  AGREEMENT.  This  Lease  contains  the  complete,
exclusive  and entire  agreement  between  Landlord and Tenant as to the subject
matter hereof. Any prior letter of intent respecting this Lease is merged herein
and of no further  force or effect.  This Lease may be executed and delivered in
counterparts and by facsimile.

         SECTION 43. AGREEMENT TO ARBITRATE.  Any disagreements between Landlord
and Tenant concerning the  interpretation of any provision of this Lease,  other
than whether an Event of Default has occurred or has been cured,  shall,  except
as  otherwise  expressly  provided  in this  Section 43, or as shall be mutually
agreed in writing by Landlord and Tenant,  be arbitrated in accordance  with the
rules and regulations of the American  Arbitration  Association  then in effect.
Upon the written  demand of Landlord or Tenant  following any such  disagreement
that is subject to  arbitration,  Landlord  and Tenant shall either agree upon a
single arbitrator who is a disinterested person of recognized  competence in the
subject  of  the  disagreement  within  fifteen  (15)  days  of the  demand  for
arbitration  or, failing which,  each of Landlord and Tenant shall within thirty
(30)  days of the  demand  for  arbitration  appoint a  disinterested  person of
recognized  competence in the subject of the disagreement to act as arbitrators,
and such appointed  arbitrators  shall,  within,  fifteen (15) days  thereafter,
appoint  a  third  arbitrator  who  is  a  disinterested  person  of  recognized
competence in the subject of the disagreement.  The dispute will be submitted to
the  arbitrator(s) as soon as reasonably  possible and the arbitration  shall be
concluded  and the  determination  of the  arbitrator(s)  shall be  rendered  in
writing within thirty (30) days after the last arbitrator is appointed  pursuant
to this  section.  The  decision  of the  arbitrator  in the  case  of a  single
arbitrator,  or  of  a  majority  of  the  arbitrators  in  the  case  of  three
arbitrators,  shall be  conclusive  upon the parties and judgment  upon the same

                                       23
<PAGE>

shall be  entered in any court  having  jurisdiction  thereof at the  request of
either party. The expenses of arbitration shall be borne equally by Landlord and
Tenant.

         In addition, if in the opinion of either Landlord or Tenant, the matter
for  arbitration  must be  decided  on an  expedited  basis  in  order  to avoid
substantial  damages or harm to  either,  then upon a failure  of  Landlord  and
Tenant to agree upon a single  arbitrator within fifteen (15) days of the demand
for arbitration,  either Landlord or Tenant may request accelerated arbitration.
Accelerated arbitration,  for purposes of this section, shall be accomplished by
either party  notifying the American  Arbitration  Association  that it wishes a
single  arbitrator,  qualified  to decide  the  matter  for  arbitration,  to be
appointed by the American Arbitration Association within five (5) days after the
request  and to decide the matter  within ten (10) days after such  appointment.
Landlord and Tenant hereby agree to such an accelerated  procedure,  to use such
procedure only when  reasonably  necessary and to not contest the appointment of
the arbitrator or his decision.

         Any   disagreements   between   Landlord  and  Tenant   concerning  the
interpretation  of any  provision of this Lease,  other than whether an Event of
Default has occurred or has been cured,  must be submitted to arbitration  prior
to any  litigation on such matter unless the other party refuses to arbitrate in
accordance with the foregoing provisions on arbitration.


         SECTION 44. WAIVER OF JURY  TRIAL.TENANT AND LANDLORD HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
IN  RESPECT  TO ANY  LITIGATION  BASED  HEREON OR  ARISING  OUT OF,  UNDER OR IN
CONNECTION  WITH THIS  LEASE,  OR ANY  COURSE  OF  CONDUCT,  COURSE OF  DEALING,
STATEMENTS  (WHETHER WRITTEN OR ORAL) OR ACTIONS OF EITHER PARTY. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE LANDLORD LEASING THE PREMISES TO TENANT.


         IN WITNESS WHEREOF,  the parties hereto have executed this Lease on the
day and year first above written.

                                           LANDLORD:

                                           VICTORY INVESTMENT GROUP LLC,
                                           a Florida limited liability
                                           company


                                       24
<PAGE>

---------------------------
Witness

___________________________               By: /s/ Rajni Monga
                                             --------------------------------
Witness                                      Rajni Monga, Managing Member

                                          Date Executed: October 21, 2002
                                                       ----------------------


                                          TENANT:

___________________________               PERFUMANIA, INC., a Florida
Witness                                   corporation

___________________________               By: /s/ Ilia Lekach
                                             --------------------------------
Witness                                   Ilia Lekach, Chairman and Chief
                                          Executive Officer


                                          (Corporate Seal)


                                          Date Executed: October 21, 2002
                                                        ---------------------


466-3.009


                                       25


<PAGE>