EXHIBIT 10.5

                                 LEASE AGREEMENT



         THIS LEASE AGREEMENT made and entered into this 27th day of July, 2001
by and between Carl M. Herndon, hereinafter referred to as "LANDLORD" and
Jupiter Marine International Holdings, Inc., hereinafter referred to as
"TENANT".

                                   WITNESSETH

         LANDLORD does this day lease unto Tenant and Tenant does hereby agree
and take as Tenant on the terms and conditions as contained herein as follows:

         1.       PREMISES: Landlord hereby leases to Tenant upon the terms and
                  conditions contained herein approximately 32,140 sq. ft. of
                  space known as 3391 S.E. 14th Avenue, Ft. Lauderdale, Florida
                  33316 (hereinafter referred to as the "Premises").

         2.       TERM: The commencement date of this Lease is July 27, 2001 and
                  the termination date is July 26, 2006.

         3.       RENT: Tenant agrees to pay Landlord as rental for the premises
                  the monthly rent commencing July 27, 2001 in the amount of
                  Fourteen thousand three hundred eighty-two dollars & seventy
                  five cents ($14,382.75) per month, plus any applicable sales
                  tax required by governmental authorities. The rent shall be
                  payable to the Landlord without demand in advance on or before
                  the first day of each month during the term of this Lease at
                  the address for Landlord as stated herein or such other
                  address that Landlord shall designate in writing to the
                  Tenant.

                  The above rental rate shall be increased by 5% each year
                  commencing on the anniversary date of this agreement, July 27,
                  2002, 2003, 2004 & 2005 respectively.

                  In addition to the monthly rent stated above, Tenant shall pay
                  each month, as additional rent, a sum equal to one-twelfth
                  (l/12th) of the real property taxes assessed against the
                  premises for the time that this Lease is in effect. This
                  amount shall be based on the gross taxes for the most recent
                  calendar year available.




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         4.       SECURITY DEPOSIT AND LAST MONTH'S RENT: Tenant agrees to the
                  payment of a Security Deposit in the amount of Thirty Thousand
                  Dollars ($30,000.00) that Landlord shall retain as a security
                  for the faithful performance of all the terms and conditions
                  of this Lease. Tenant acknowl- edges that Landlord is not
                  holding the last month's rent. Landlord shall not be obligated
                  to apply the Security Deposit on rents or other charges in
                  arrears, or in damages for failure to perform the terms and
                  conditions of this Lease. Application of the security deposit
                  to the arrears of rental payments or damages shall be at the
                  sole option of the Landlord, and the right to pos- session of
                  the Premises by the Landlord for non-payment of rent of for
                  any other reason shall not in any event be affected by the
                  security deposit. The security deposit is to be returned to
                  Tenant when this Lease is terminated, according to the terms
                  of this Lease, if not otherwise applied by reason of any
                  breach of the terms and conditions of this Lease by Tenant.
                  Tenant expressly acknowledges that Tenant shall not have the
                  right to apply the security deposit to rent. In no event is
                  the security deposit to be returned until Tenant has vacated
                  the Premises and delivered possession to the Landlord. In the
                  event Landlord repossesses the Premises because of the default
                  of the Tenant or because of the failure by the Tenant to carry
                  out the terms and conditions of this Lease, Landlord may apply
                  the security deposit on all damages suf- fered to the day of
                  repossession and may retain the balance of the security
                  deposit to apply on damages that may accrue or be suffered
                  thereafter by reason of a default or breach of the Tenant.
                  Landlord shall not be obligated to hold the security deposit
                  in a separate fund, but may mix the security deposit with
                  other funds of the Landlord, and Landlord shall not be
                  obligated to pay interest to Tenant on the security deposit.

         5.       UTILITIES: Tenant shall be solely responsible for paying the
                  cost of all electricity, telephone and other utilities
                  provided to the leased premises.

         6.       LATE CHARGES: Tenant acknowledges that late payment by Tenant
                  to Landlord of Rent, Tenant's share of Operating Expenses or
                  other sums due hereunder, will cause Landlord to incur costs
                  not contemplated by this Lease, the exact amount of such costs
                  being extremely difficult and impracticable to fix. Such costs
                  include, without limitation, processing and accounting
                  charges, and late charges that may be imposed on Landlord by
                  the terms of any encumbrance and note secured by any
                  encumbrance covering the Premises. Therefore, if any
                  installment of rent or other sum due from Tenant is not paid
                  to Landlord when due, Tenant shall pay to Landlord an
                  additional sum equal to 5% of such overdue amount as a late
                  charge. The

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                  parties agree that this late charge shall not constitute a
                  waiver of Tenant's default with respect to the overdue amount,
                  nor prevent Landlord from exercising any of the other rights
                  and remedies available to Landlord. The late charge equalling
                  5% of the rent will be paid if the rent is not received within
                  10 days of its due date.

         7.       USE OF PREMISES: The premises are to be used for boat
                  construction and for no other purposes without Landlord's
                  consent. Tenant shall not use or allow the Premises to be used
                  for any improper, immoral, unlawful or objectionable purposes,
                  nor shall Tenant cause, maintain or permit any nuisance in, on
                  or about the Premises. Tenant shall not damage or deface or
                  otherwise commit or suffer to be committed any waste in or
                  upon the Premises or permit the same to be used in a manner
                  that would impair the structural strength of or endanger any
                  building or part of the leased Premises.

         8.       POSSESSION: Tenant shall be entitled to possession on the
                  first day of the term of this Lease, and shall yield
                  possession to Landlord on the last day of the term of this
                  Lease, unless otherwise agreed by both parties in writing.

         9.       INSURANCE: Tenant shall at all times during the term of this
                  Lease, and at its sole cost and expense, maintain workers
                  compensation insurance for its employees and agents; and
                  shall, in addition, maintain comprehensive general liability
                  insurance against liability for bodily injury and property
                  damage with liability limits as set forth below; such general
                  liability insurance naming Landlord and its employees, agents
                  and assignees as addi- tional insured. The above-mentioned
                  comprehensive general liability insur- ance shall be in the
                  amount of not less than $1,000,000.00 per occurrence and not
                  less than $2,000,000.00 in the aggregate. In no event shall
                  the limits of said policy of policies be considered as
                  limiting the liability of Tenant under this Lease.

         10.      PROPERTY INSURANCE: Tenant shall obtain a property insurance
                  policy with building coverage for the full replacement cost of
                  the leased premises in an amount not less than $1,350,000.00.
                  Such policy must be written on the Special Causes of Loss
                  Form. Landlord shall be named as loss payee and additional
                  insured in such policies. Tenant shall deliver appropriate
                  evidence to Landlord as proof that adequate insurance is in
                  force issued by companies reasonably satisfactory to Landlord.
                  Landlord shall receive advance written notice from the insurer
                  prior to any termination of such

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                  insurance policies. Tenant shall also obtain insurance
                  coverage for the perils of windstorm and hail and flood loss
                  for the full replacement cost of the building. Tenant shall
                  also maintain any other insurance that Landlord may reasonably
                  require for the protection of Landlord's interest in the
                  Premises. Tenant is responsible for maintaining property
                  insurance on its own property.

         11.      REPAIRS AND MAINTENANCE: Tenant hereby agrees and acknowledges
                  that all maintenance and repair of the Leases Premises is the
                  responsibility and obligation of the Tenant. The Tenant hereby
                  agrees that the Tenant shall maintain the Premises on a
                  regular basis and shall repair the Premises immediately upon
                  determining that repair is necessary. The Tenant shall return
                  the Premises to the Landlord at the expiration or termination
                  of the lease term in the same or better condition as existed
                  prior to the Tenant taking possession. The failure to
                  adequately maintain and repair the Premises may be deemed a
                  default of this lease at the Landlord's option.

         12.      ALTERATIONS AND ADDITIONS: Tenant shall not install any signs,
                  building or trade fixtures or to make any modifications or
                  improvements to the Premises without the express prior written
                  consent of Landlord, not to be unreasonably withheld or
                  delayed. Tenant shall keep the Premises and the property on
                  which the Premises are situated free from any and all liens
                  and encumbrances arising out of any work performed, materials
                  furnished or obligations incurred by or on behalf of Tenant.
                  Upon termination of this Lease, Tenant shall remove all signs,
                  building or trade fixtures, furniture and furnishings and
                  repair any damage caused by the installation or removal of
                  such signs, trade fixtures, furniture and fur- nishings and
                  leave Premises in as good condition as they were in at the
                  time of the commencement of this Lease excepting for
                  reasonable wear and tear. Unless otherwise agreed in writing
                  by the parties, all improvements, modifications and fixtures
                  shall remain the property of Landlord.


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         13.      RESTRICTION AGAINST CONSTRUCTION LIENS: Neither Tenant nor
                  anyone claiming by, through or under Tenant, shall have any
                  right to file or place any lien of any kind or character
                  whatsoever on the property and notice is here by given that no
                  contractor, subcontractor, or anyone else that may furnish any
                  material, service or labor to the property at any time shall
                  be or become entitled to any lien thereon whatsoever. For the
                  further security of Landlord, Tenant shall give actual notice
                  of this restriction in advance to any and all contractors,
                  subcontractors, or other persons, firms or corporations that
                  may furnish any such material, service, or labor. Landlord
                  shall have the right to record a notice of this provision in
                  the Public Records of the County in which Premises is located.

                  If such lien is filed against Landlord's interest on the
                  Property, Tenant shall cause such lien to be released of
                  record or bonded within ten (10) days of Tenant's knowledge of
                  such lien.

         14.      ENVIRONMENTAL MATTERS.

                  A. At any time during the term of this Lease, if Landlord
                  believes the Premises may have been contaminated by any
                  Hazardous Substance, and within 90 days after the termination
                  or expiration of this Lease, Landlord and its consultants
                  shall have the right, but not the obligations, to sample,
                  analyze, inspect and monitor the air, soil, the surface water,
                  the ground water and any materials or substances (whether or
                  not belonging to Tenant) in, on or about the Premises for the
                  purpose of determining the presence of any Hazardous
                  Substance.

                  B. Tenant shall not, without the consent of Landlord, disclose
                  to any third party or to the public any information obtained
                  through any environmental assessment or investigation of the
                  Premises which is not publicly known. Notwithstanding the
                  foregoing, any such confidential information may be disclosed
                  to a governmental agency or to the public if Tenant believes
                  in good faith that such disclosure is required by pertinent
                  law, and Tenant notifies Landlord in writing of its intent to
                  disclose such confidential information within a reasonable
                  period of time before such disclosure.

                  C. Tenant shall defend, indemnify and hold Landlord harmless
                  from and against any and all claims, response or remediation
                  costs, losses, damages, penalties, other costs, actions,
                  judgments, expenses and liabilities of every kind and nature
                  whatsoever (including, without limitation, attorney's and

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                  consultants' fees and costs and expenses of investigation,
                  remediation or defense) (i) which arise either directly or
                  indirectly from Tenant's violation of any Environmental Law or
                  (ii) which arise either directly or indirectly from the
                  generation, treatment, storage, spillage, handling, disposal
                  or release on, under or from the Premises by Tenant or any of
                  its affiliates, agents, contractors, employees, or invitees of
                  any Hazardous Substance.

                  D. Tenant warrants, represents and covenants that it shall,
                  all times and at its own expense:

                           (i) comply promptly with all applicable Environmental
                           Laws;

                           (ii) immediately notify Landlord of any notice of
                           violation, noncompli- ance or other written
                           communication by any governmental authority or others
                           of any violation of any Environmental Laws;

                           (iii) immediately inform Landlord if Tenant becomes
                           aware of or causes a release of Hazardous Substance
                           on the Premises or anywhere in the vicinity of the
                           foregoing; and

                           (iv) cause to be performed and a written report as to
                           the results thereof to be delivered to Landlord
                           within ninety (90) days of written request of
                           Landlord an environmental and contamination study of
                           the Premises performed by a reputable licensed
                           environmental reporting form reasonably acceptable by
                           Seller, which includes the sampling, analyzing and
                           inspection of the air, soil, surface water, ground
                           water, and any materials or substances in, on or
                           about the Premises for the purpose of determining the
                           presence of any Hazardous Substance.

                           (v) If any assessment confirms the existence of any
                           contamination from Hazardous Substances on, under or
                           about the Premises caused by Tenant's use of or
                           activities in the Premises, Tenant shall be
                           responsible for (i) the removal of any such Hazardous
                           Substance from the Premises or any adjoining property
                           if such Hazardous Substance migrated to any adjoining
                           property (ii) the disposal of the same strictly in
                           accordance with applicable law, and (iii) any
                           remediation work on the Premises which shall be done
                           in compliance with existing standards of
                           Environmental Laws, or in the event there are no such
                           standards for any particular contaminant, then the
                           Premises shall be free of any Hazardous Substance to
                           a standard of background levels of contamination,
                           meaning the level of contaminant naturally occurring
                           in or under the air, soil, surface water or ground
                           water, which presents no significant environ- mental
                           or health risks.


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           15.    LIMITATION OF LIABILITY AND INDEMNITY: Tenant agrees to save
                  and hold Landlord harmless and indemnify Landlord against all
                  liabilities, charges and expenses (including reasonable
                  attorneys' fees, costs of court and expenses necessary in the
                  prosecution or defense of any litigation) by reason of injury
                  to person or property, from whatever cause, while in or on the
                  leased Premises, with the improvements or personal property
                  therein, including any liability for injury to person or
                  property of Tenant, its agents or employees or third party
                  persons except for damages resulting from the act of omissions
                  of Landlord or its authorized representatives. Further,
                  Landlord shall not be liable to Tenant for any damage to
                  Tenant or Tenant's property, nor for any injury to or loss of
                  Tenant's business nor from any damage or injury to any person
                  from any cause except for damage resulting from the acts or
                  omissions of Landlord or its authorized representa- tives.

         16.      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 therein, and shall not sublet the Premises or any
                  part thereof, or any right or privilege appurtenant thereto,
                  without the written consent of Landlord first had and
                  obtained, which consent shall not be unreasonably withheld or
                  delayed. Tenant shall give Landlord at least thirty (30) days
                  written notice of its desire to assign or sublet all or some
                  of the Premises. Any such assignment, sublease or the like
                  which is approved by the Landlord must be pursuant to a
                  written agreement in a form acceptable to the Landlord. Each
                  permitted assignee or transferee shall assume and be deemed to
                  have assumed this Lease and shall be and remain liable jointly
                  and severally with Tenant for the payment of Rent and for the
                  due performance of and compliance with all the terms,
                  covenants, conditions and agreements herein contained on
                  Tenant's part to be performed or complied with for the term of
                  this Lease.

         17.      SUBROGATION: Landlord and Tenant hereby mutually waive their
                  respective rights of recovery against each other from any loss
                  insured by fire, extended coverage and other property
                  insurance policies existing for the benefit of the respective
                  parties. Each party shall endeavor to obtain any special
                  endorsements, if required by their insurer to evidence
                  compliance with the aforementioned waiver.

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         18.      SUBORDINATION: Provided Tenant is given a non disturbance
                  agreement in reasonable form, Tenant shall, upon request of
                  the Landlord, execute any instrument necessary or desirable to
                  subordinate this Lease and all its rights contained hereunder
                  to any and all encumbrances now or here- after in force
                  against the Lot and Project of which the Premises are a part.
                  In the event of any proceedings are brought for foreclosure or
                  in the event of the exercise of the power of sale under any
                  mortgage or deed of trust made by Landlord covering the
                  Premises, Tenant shall attorn to the purchaser upon any such
                  foreclosure of sale and recognize such purchaser as the
                  Landlord under this Lease.

         19.      RIGHT OF ENTRY: Tenant grants Landlord or its agents the right
                  to enter the Premises at all reasonable times for purposes of
                  inspection, repair or alter- ation and showing the Premises to
                  prospective tenants or owners of the Premises or Project.
                  Landlord shall at all times have and retain a key with which
                  to unlock all the doors in, upon and about the Premises,
                  excluding Tenant's vaults and safes and Landlord shall also
                  have the right to place "for rent" and/or "for sale" signs on
                  the outside of the Premises. Landlord shall have no liability
                  in connection with exercise of its rights in this paragraph
                  provided it complies with the following: (i) except in case of
                  emergency, Landlord's right of entry will be coordinated in
                  advance with Tenant and scheduled at a mutually convenient
                  time that will minimize to the greatest extent possible
                  interference with Tenant's business; (ii) Tenant reserves the
                  right to maintain secured areas for storage of records and
                  documents for which Landlord will not be given a passkey or
                  combination. Entry for show ing the Premises to prospective
                  new Tenants shall be permitted at all times during the Lease
                  term.

         20.      ESTOPPEL CERTIFICATE: Tenant shall execute and deliver to
                  Landlord, upon not less than ten (10) days prior written
                  notice, a statement in writing certifying that this Lease is
                  un-modified and in full force and effect (or, if modified
                  stating the nature of such modification) and the date to which
                  the Rent (other charges are paid in advance, if any), and
                  acknowledging that there are not, to Tenant's knowledge, any
                  uncured defaults on the part of Landlord hereunder or
                  specifying such defaults as they are claimed. Any such
                  statement may be conclusively relied upon by any prospective
                  purchas- er or encumbrances of the Premises. Tenant's failure
                  to deliver such state ment within such time shall be
                  conclusive upon the Tenant that (1) this Lease is in full
                  force and effect, without modification except as may be
                  represented by Landlord; (2) there are no uncured defaults in
                  the Landlord's perfor- mance, and (3) not more than one
                  month's rent has been paid in advance.

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         21.      TENANT'S DEFAULT: The occurrence of any one or more of the
                  following events shall constitute a default and breach of this
                  Lease by Tenant.

                  a.       The vacation or abandonment of the Premises by the
                           Tenant; except that Tenant will not be in default if
                           it gives Landlord advance notice of its intention to
                           vacate the Premises and remains current in its other
                           obligations under this Lease.

                  b.       The failure by Tenant to make payment of Rent or any
                           other payment required hereunder for a period of
                           seven (7) days after written notice demanding
                           payment. This clause shall not be deemed a
                           modification of Paragraph 3.

                  c.       The failure of Tenant to observe, perform or comply
                           with any of the conditions or provisions of this
                           Lease for a period, unless otherwise noted herein,
                           within ten (10) days after written notice of such
                           default or if such default cannot be cured within
                           that time, then such additional time as may be
                           necessary, if within such ten (10) days, the Tenant
                           has commenced and is diligently pursuing the remedies
                           neces- sary to cure such default, in which event this
                           Lease shall not be termi- nated while such remedies
                           are being so diligently pursued.

         22.      REMEDIES FOR TENANT'S DEFAULT: In the event of Tenant's
                  default or breach of the Lease, Landlord may terminate
                  Tenant's right to possession of the Premises by any lawful
                  means in which case this Lease shall terminate and Tenant
                  shall immediately surrender possession of the Premises to
                  Landlord. In addition, the Landlord shall have the immediate
                  right of re- entry following abandonment of the Premises by
                  Tenant and Landlord may consider any personal property
                  belonging to Tenant and left on the Premises to also have been
                  abandoned, in which case Landlord may dispose of all such
                  personal property in any manner Landlord shall deem proper and
                  is hereby relieved of all liability for doing so.

                  If Tenant breaches this Lease and abandons the Premises before
                  the end of the term, or if Tenant's right to possession is
                  terminated by Landlord because of a breach of the Lease, then
                  in either such case, Landlord may recover from Tenant all
                  damages suffered by Landlord as a result of Tenant's failure
                  to perform its obligations hereunder, including, but not
                  restricted to, the worth at the time of the award of the
                  amount by which the rent then unpaid hereunder for the balance
                  of the Lease term after the time of award

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                  exceeds the amount of such loss of Rent for the same period
                  which the Tenant proves could be reasonably avoided by
                  Landlord and in such case, Landlord prior to the award, may
                  relet the Premises for the purpose of mitigating damages
                  suffered by Landlord because of Tenant's failure to perform
                  his obligations hereunder; provided, however, that even though
                  Tenant has abandoned the Premises following such breach, this
                  Lease shall nevertheless continue in full force and effect for
                  as long as the Landlord does not terminate Tenant's right of
                  possession, and until such termination, Landlord may enforce
                  all his rights and remedies under this Lease. Landlord may
                  declare all of the installments of rent for the whole term of
                  this Lease to be immediately due and payable at once without
                  further demand, in which event all sums payable at once
                  without further demand, in which event all sums payable to the
                  Landlord shall bear interest from the date of default at the
                  highest rate permitted by law. The foregoing remedies are not
                  exclusive; they are cumulative in addition to any remedies now
                  or later allowed by law or equity, and to any remedies
                  Landlord may have under bankruptcy laws or laws affecting
                  creditor's rights generally. The waiver of Landlord of any
                  breach of any term of this Lease shall not be deemed a waiver
                  of such term or of any subsequent breach thereof.

         23.      SURRENDER OF PREMISES: Upon termination of the Lease or
                  expiration for the term hereof, if Tenant retains possession
                  of the Premises without Landlord's written consent first had
                  and obtained, then Tenant's possession shall be deemed a
                  tenancy at sufferance, and Landlord may bring an action for
                  possession or detainer at any time thereafter. If Tenant holds
                  possession of the Premises after the term of this Lease
                  without Landlord's consent, Tenant shall become a Tenant from
                  month to month at the base rent, as pro- vided by Florida law,
                  payable in advance on or before the first day of each month.
                  All options, if any, granted under the terms of this Lease
                  shall be deemed terminated and be of no effect during said
                  month to month tenancy, and the tenancy may thereafter be
                  terminated as provided by Florida law. By signing this rental
                  agreement the Tenant agrees that upon surrender or
                  abandonment, as defined by the Florida Statutes, the Landlord
                  shall not be liable or responsible for storage or disposition
                  of the Tenant's personal property.

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         24.      LANDLORD'S DEFAULT: Tenant agrees to give any Mortgage and/or
                  Trust Deed Holders, of whose existence Tenant has been
                  previously notified by Registered Mail, a copy of any Notice
                  of default served upon the Landlord, provided that prior to
                  such notice Tenant has been notified in writing (by way of
                  Notice of Assignment of Rents and Leases, or otherwise) of the
                  address of such Mortgage and/or Trust Deed Holders. Such
                  Mortgage and/or Trust Deed Holders shall have an additional
                  ten (10) days within which to cure such default or if such
                  default cannot be cured within that time, then such additional
                  time as may be necessary, if within such ten (10) days, the
                  Tenant has commenced and is diligently pursuing the remedies
                  necessary to cure such default, in which event this Lease
                  shall no be terminated while such remedies are being so
                  diligently pursued.

         25.      SALE OR TRANSFER OF PREMISES: In the event of any transfer of
                  title of the Premises by Landlord, Landlord shall be and is
                  hereby entirely freed and relieved of all liability under any
                  and all of its covenants and obligations contained in or
                  derived from this Lease arising out of any act, occurrence or
                  omission occurring after the consummation of such transfer of
                  title; and the transferee shall be deemed without any further
                  agreement between the parties or their successors in interest
                  or between the parties and any such transferee, to have
                  assumed and agreed to cary out any and all of the covenants
                  and obligations of the Landlord under this Lease.

         26.      WAIVER: No delay or omission in the exercise of any right or
                  remedy of Landlord on any default by Tenant shall impair such
                  a right of remedy or be construed as a waiver.

                  The subsequent acceptance of Rent by Landlord after breach by
                  Tenant of any covenant or term of this Lease shall not be
                  deemed a waiver of such breach, other than a waiver of timely
                  payment for the particular rent payment involved, and shall
                  not prevent Landlord from maintaining an unlawful detainer or
                  other action based on such breach.

                  No payment by Tenant or receipt by Landlord of a lesser amount
                  than the monthly Rent and other sums due hereunder shall be
                  deemed to be other than on account of the earliest rent or
                  other sums due, nor shall any endorsement or statement on any
                  check or accompanying any check or payment be deemed an accord
                  and satisfaction; and Landlord may accept such check or
                  payment without prejudice to Landlord's right to recover the
                  balance of such Rent or other sum or pursue any other remedy
                  provided in this Lease.

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         27.      CASUALTY DAMAGE: If the Premises or any part thereof shall be
                  damaged by fire or other casualty, Tenant shall give prompt
                  written notice thereof to Landlord. In case the Premises shall
                  be so damaged by fire or other casualty that substantial
                  alteration or reconstruction of the Premises shall, in
                  Landlord's sole opinion, be required (whether or not the
                  Premises shall have been damaged by such fire or other
                  casualty), Landlord may, at its option, terminate this Lease
                  and the term and estate hereby granted by notifying Tenant in
                  writing of such termination within sixty (60) days after the
                  date of such damage. If Landlord does not thus elect to
                  terminate this Lease, Landlord shall within ninety (90) days
                  after the date of such damage com- mence to repair and restore
                  the Premises and shall proceed with reasonable diligence to
                  restore the Premises (except that Landlord shall not be
                  responsi- ble for delays outside its control) to substantially
                  the same condition in which it was immediately prior to the
                  happening of the casualty, except that Landlord shall not be
                  required to rebuild, repair or replace any part of Tenant's
                  furniture, furnishings or fixtures and equipment removable by
                  Tenant under the provisions of this Lease, but such work shall
                  not exceed the scope of the work done by Landlord in
                  originally constructing the Premises, nor shall Landlord in
                  any event be required to spend for such work an amount in
                  excess of the insurance proceeds actually received by Landlord
                  as a result of the fire or other casualty. Landlord shall not
                  be liable for any inconvenience or annoyance to Tenant, injury
                  to the business of Tenant, loss of use of any part of the
                  Premises by the Tenant or loss of Tenant's personal property
                  resulting in any way from such damage or the repair thereof,
                  except that, subject to the provisions of the next sentence,
                  Landlord shall allow Tenant a fair diminution of rent during
                  the time and to the extent the Premises are unfit for
                  occupancy. If the Premises or any other portion of the Project
                  are damaged by fire or other casualty resulting from the fault
                  or negligence of Tenant or any of Tenant's agents, employees,
                  or invitees, the rent shall not be diminished during the
                  repair of such damage and Tenant shall be liable to Landlord
                  for the cost and expense of the repair and restoration of the
                  Premises caused thereby to the extent such cost and expense is
                  not covered by insurance proceeds. Notwithstanding anything
                  herein to the contrary, Tenant shall be entitled to cancel
                  this Lease in the event that Tenant's business is interrupted
                  for more than sixty (60) days following such casualty unless
                  the damage was caused by Tenant's negli- gence.

         28.      GENERAL PROVISIONS:

                  a.       Riders and Addendums. Riders and Addendums, if any,
                           signed by the Landlord and Tenant and endorsed and/or
                           affixed to this Lease are a part hereof.

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                  b.       Time. Time is of the essence in this Lease and with
                           respect to each and all of its provisions in which
                           performance is a factor.

                  c.       Successors and Assigns. The covenants and conditions
                           herein contained apply to and bind the heirs,
                           successors, executors, adminis- trators and assigns
                           of the parties hereto. (Any assignment of this Lease
                           by Tenant is subject to the provisions of Paragraph
                           16).

                  d.       Recordation. Tenant shall not record this Lease or a
                           short form memorandum hereof without the prior
                           written consent of the Landlord.

                  e.       No judgment shall be taken against any partner,
                           subsidiary, officer, shareholder, director, employee,
                           sister corporation or agent of Landlord and no writ
                           of execution shall be levied against the assets of
                           any partner, subsidiary, officer, shareholder,
                           director, employee, sister corporation or agent of
                           Landlord. Any liability of Landlord shall be limited
                           to Landlord's interest in the Project.

                  f.       Choice of Law. This Lease shall be governed by and
                           construed pursuant to the laws of the State in which
                           the Premises are located.

                  g.       Attorney's Fees. Notwithstanding the indemnity, hold
                           harmless and duty to defend provisions hereunder, in
                           the event any legal action is brought to enforce or
                           interpret the provisions of this Lease, the
                           prevailing party therein shall be entitled to recover
                           all costs and expenses including reasonable
                           attorneys' fees.

                  h.       Notices. All notices, demands, consents or approvals
                           which may be given by either party to the other shall
                           be delivered either personally or by certified mail,
                           return receipt requested, and addressed to Landlord
                           at and to Tenant at the leased premises respectively,
                           or at such other address as the parties may from time
                           to time designate. Notices sent by mail shall be
                           deemed to have been given when prop- erly mailed and
                           the postmark affixed by the United States Post Office
                           shall be conclusive evidence of the date of mailing.
                           Notice by facsimile is not notice.

                  i.       Partial Invalidity; Severability; Construction. If
                           any term or provision of this Lease shall to any
                           extent beheld to be invalid or unenforceable, the
                           remainder of this Lease shall not be affected
                           thereby, and each term and provision of this Lease
                           shall be valid and enforced to the fullest extent
                           permitted by law.

                                      -13-
<PAGE>
                  j.       Corporate Resolution. If Tenant is a corporation,
                           Tenant shall deliver to Landlord, upon execution of
                           this Lease, a certified copy of a resolution of its
                           board of directors authorizing the execution of this
                           Lease and naming the officers who are authorized to
                           execute this Lease on behalf of the corporation.

                  k.       Captions. The captions or heading in this Lease are
                           inserted only as a matter of convenience and for
                           reference, and they in no way define, limit or
                           describe the scope of this Lease or the intent of any
                           provision thereof.

                  l.       Broker's Commissions. Tenant represents to Landlord
                           that it is not obligated to any broker, finder of
                           real estate of financing agent in connection with
                           this Lease unless specified herein and Tenant agrees
                           to defend, indemnify and hold harmless Landlord from
                           any claim, suit, liability or demand made upon
                           Landlord by any other person, firm or corporation for
                           brokerage or finder's fees or commissions or other
                           similar compensation with respect to this Lease or
                           any sublease on the Premises; only, however, if
                           Tenant has dealt with such person, firm or
                           corporation. This provision shall survive termination
                           of the Lease.

                  m.       Counterparts. This Lease may be executed in
                           counterparts, each of which may be deemed an original
                           but all of which together shall constitute one and
                           the same instrument.

                  n.       Sole Agreement. This Lease contains all of the
                           agreements of the parties hereto with respect to the
                           lease transaction, and no prior agreements, oral or
                           written, or representations of any nature whatso-
                           ever pertaining to any such matters shall be
                           effective for any purpose unless specifically
                           incorporated in writing. This Lease may only be
                           modified in writing with the same formalities as are
                           shown by the execution of this Lease.

                  o.       No Merger. The voluntary or other surrender of this
                           Lease by Tenant, or a mutual cancellation thereof,
                           shall not work a merger, and shall, at the option of
                           Landlord, operate as an assignment to it of any or
                           all subleases or subtenancies.

                  p.       Modification for Lender. If, in connection with
                           obtaining financing for the Building of which the
                           Premises are a part, the lender shall request
                           reasonable modifications in this Lease as a condition
                           to such

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<PAGE>
                           financing, Tenant shall not unreasonably withhold,
                           delay or defer its consent thereto, provided that
                           such modifications do not increase the obligations of
                           Tenant hereunder or materially adversely affect the
                           leasehold interest thereby created.

                  q.       Compliance with Law. Tenant shall, at Tenant's
                           expenses comply promptly with all present and future
                           applicable statutes, ordinances, rules, regulations,
                           orders, permits, covenants and restrictions of
                           record, and any other requirements of any federal,
                           state or local authority in effect during the term of
                           any part of the term hereof, regulating the use or
                           condition of the Premises, including, but not limited
                           to, environmental matters and employee health and
                           safety. Tenant shall not use nor permit the use of
                           the Premises in any unlawful or dangerous manner or
                           in any manner that will tend to create waste or a
                           nuisance.

                  r.       Joint and Several Obligations. If more than one
                           person or entity is Tenant, the obligations imposed
                           on that party shall be joint and several. If Tenant
                           is a partnership, the obligations of each general
                           partner shall be joint and several.

                  s.       Light, Air, View. Any diminution or shutting off of
                           light, air or view by any structure which may be
                           erected on lands adjacent to the Premises shall in no
                           way affect this Lease or impose any liability on
                           Landlord.

                  t.       No Offer. The submission of this document for
                           examination and discussion does not constitute an
                           offer to lease, or a reservation of, or portion for,
                           the Premises. This document will become effective and
                           binding only upon execution and delivery by Landlord
                           to Tenant.

                  u.       Termination: This lease shall automatically terminate
                           upon the event of Carl Herndon NOT being employed by
                           the company for any reason.

                  v.       Vacating Premises: Upon vacating the premise, Tenant
                           will be responsible for removing all fiberglass and
                           boat building residue that may exist and return
                           Premises in same condition as received.

                  w.       Exhibits. The exhibit(s) and addendum(s), if any,
                           specified herein are attached to this Lease and by
                           reference are incorporated herein.

                                      -15-


<PAGE>
                  x.       Indemnification. All indemnification, hold harmless
                           and duty to defend provisions hereunder shall survive
                           termination of the Lease.

                  y.       Subordination. In the event Tenant shall finance any
                           new equipment to be placed in the Leased Premises,
                           and Tenant's Lender shall require a subordination of
                           Landlord's interest in same, Landlord agrees to not
                           unreasonably withhold such subordination.

                  z.       Ambiguities. The normal rule of construction to the
                           effect that ambiguities in an agreement are construed
                           against the drafting party shall not apply to this
                           Lease.


IN WITNESS WHEREOF, this Lease is executed on the date and year first above
written.



                                           TENANT
                                           ------


                                           JUPITER MARINE INTERNATIONAL
                                                    HOLDINGS, INC.


-------------------------
WITNESS                                    By:________________________________




                                           LANDLORD
                                           --------


-------------------------
WITNESS                                    By:________________________________
                                                    CARL M. HERNDON





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