<PAGE>
                                                                    Exhibit 10.5



                                LEASE AGREEMENT

                                      for

                             10051 5TH STREET NORTH


                   BANKERS LIFE INSURANCE COMPANY (LANDLORD)

                                      AND

              INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. (TENANT)


                                October 15, 2001


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                             INDEX

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                                                                                                           Page No.

<S>                                                                                                        <C>
1.  DEFINITIONS................................................................................................1
2.  PREMISES...................................................................................................2
3.  TERM.......................................................................................................3
4.  RENT.......................................................................................................3
5.  TENANT'S SHARE OF OPERATING COSTS..........................................................................3
6.  SECURITY DEPOSIT...........................................................................................6
7.  ADDITIONS AND ALTERATIONS..................................................................................6
8.  PERMITTED USE..............................................................................................6
9.  UTILITIES..................................................................................................7
10. INDEMNIFICATION; INSURANCE.................................................................................8
11. ASSIGNMENT OR SUBLETTING..................................................................................10
12. SIGNS; ADVERTISING........................................................................................10
13. MAINTENANCE OF INTERIOR OF PREMISES.......................................................................11
14. DAMAGE OR DESTRUCTION.....................................................................................11
15. DEFAULTS..................................................................................................11
16. REMEDIES..................................................................................................12
17. LANDLORD'S RIGHT OF ENTRY.................................................................................14
18. NOTICES...................................................................................................14
19. TAXES ON TENANT'S PERSONAL PROPERTY
    AND TAXES ASSESSED ON RENTALS.............................................................................14
20. COSTS OF COLLECTION.......................................................................................14
21. PRIOR AGREEMENTS..........................................................................................15
22. FLOOR PLANS...............................................................................................15
23. NO AUTOMATIC RENEWAL......................................................................................15
24. BUILDING STANDARDS MANUAL.................................................................................15
25. TERMS AND HEADING.........................................................................................15
26. CONDEMNATION..............................................................................................16
27. SUBORDINATION TO MORTGAGES................................................................................16
28. ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS............................................................16
29. QUIET ENJOYMENT...........................................................................................17
30. PARKING SPACES............................................................................................17
31. SUBSTITUTION OF PREMISES..................................................................................17
32. LANDLORD'S RIGHT TO ALTER COMMON AREAS....................................................................17
33. EXCULPATION...............................................................................................17
34. SUCCESSORS AND ASSIGNS....................................................................................18
35. SECURITY AGREEMENT........................................................................................18
36. ATTORNEY'S FEES...........................................................................................18
37. MECHANICS LIEN............................................................................................18
38. RECORDATION...............................................................................................18
39. RADON GAS.................................................................................................18
40. REAL ESTATE BROKER........................................................................................19
    EXHIBIT "A" ......................................................................................FLOOR PLAN
    EXHIBIT "B".....................................................................BUILDING RULES & REGULATIONS
</TABLE>


<PAGE>


                                LEASE AGREEMENT


         THIS LEASE, made as of the 15th day of October 2001, by and between
BANKERS LIFE INSURANCE COMPANY, hereinafter called the "Landlord", and
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC., hereinafter referred to as the
"Tenant";

                                  WITNESSETH:

         For and in consideration of the rents, covenants, agreements and
conditions hereinafter reserved, made and entered into on the part of the
Tenant to be paid, performed, and observed, it is hereby stipulated, covenanted
and agreed by and between the Landlord and the Tenant as follows:

1.       DEFINITIONS

         As used in this Lease Agreement, the terms enumerated below as items
         1.1 to 1.18 inclusive shall have only the meaning set forth in this
         section unless the same shall be expressly modified, limited or
         expanded elsewhere in the Lease Agreement, in which event, such
         modification, limitation and/or expansion shall supersede the
         applicable terms set forth below:

         1.1      EXHIBITS:

                  The following Exhibits attached to this lease are
                  incorporated herein and made a part hereof:

                           Exhibit A:        Floor Plan of Premises
                           Exhibit B:        Building Standards Manual

         1.2      BUILDING:

                           Bankers Life Insurance Building
                           10051 5th Street North
                           St. Petersburg, Florida 33703

                  Legal description:

                           Lot 1, Block 1, Bankers Whiteway Replat as recorded
                           in Plat Book 107, page 72, of the Public Records of
                           Pinellas County, Florida.

         1.3      PREMISES OR DEMISED PREMISES: As outlined on Exhibit A

         1.4      TERM: Six (6) months

         1.5      COMMENCEMENT DATE: The date Tenant or anyone claiming under
                  or through Tenant first occupies the Premises for the conduct
                  of business. "Occupancy", "occupy" or "occupies" as used in
                  this Lease shall mean use of the Premises for any reason by
                  Tenant or Tenant's agents, licensees, employees, directors,
                  officers, partners, trustees, and invitees (collectively,
                  "Tenant's Employee").

         1.6      TERMINATION DATE: Six (6) months after Commencement Date.

         1.7      BASE RENT: The Base Rent payment schedule shall be $30,806.28
                  for the term, payable $5,134.38 per month.

*        Monthly payments shown above do not include applicable monthly Florida
         State Sales Tax, which tax Tenant shall pay to Landlord along with
         rent.


                                       1
<PAGE>


         1.8      PREPAID RENT: Simultaneously with Tenant's execution of this
                  Lease, Tenant shall pay to Landlord the sum of $5,493.79
                  representing prepayment of first month's Base Rent in the
                  amount of $5,134.38, including applicable Florida State sales
                  tax of $359.41.

         1.9      RENTABLE AREA OF DEMISED PREMISES ("NET RENTABLE AREA"): The
                  term Net Rentable Area shall mean 4,650 rentable square feet
                  which Landlord and Tenant have mutually agreed is the Net
                  Rentable Area of the Premises. Tenant acknowledges that the
                  Net Rentable Area of the Premises includes the usable area,
                  without deduction for columns or projections, multiplied by a
                  load or connection factor to reflect a share of certain areas
                  which may include lobbies, corridors, mechanical, utility,
                  janitorial, boiler and service rooms and closets, restrooms
                  and other public, common and service areas of the capital
                  building.

         1.10     TENANT'S PROPORTIONATE SHARE OF OPERATING COSTS
                  ("PROPORTIONATE SHARE"): N/A

         1.11     TENANT IMPROVEMENT ALLOWANCE: N/A

         1.12     NUMBER OF PARKING SPACES THAT TENANT SHALL RENT: Not
                  applicable/ parking provided on site.

         1.13     SECURITY DEPOSIT: N/A

         1.14     PERMITTED USE: The Premises may be used for general office
                  use.

         1.15     TENANT'S ADDRESS:          Insurance Management Solutions
                                                Group, Inc.
                                             360 Central Avenue, Suite 1600
                                             St. Petersburg, FL  33701

         1.16     LANDLORD'S ADDRESS:        Bankers Life Insurance Company
                                             10051 5th Street North
                                             St. Petersburg, FL  33703

         1.17     GUARANTORS: N/A

         1.18     BASE YEAR: 2001 as further defined below.

2.       PREMISES:

         2.1      The Landlord does hereby let, demise and lease the Premises
                  to the Tenant, and the Tenant does hereby hire and take the
                  Premises from the Landlord for the Term of this Lease.

         2.2      Tenant acknowledges that this Lease is made subject to all
                  existing liens, encumbrances, deeds of trust, reservations,
                  restrictions and other matters of record and to zoning,
                  building and fire ordinances and all governmental statutes,
                  rules and regulations relating to the use or occupancy of the
                  Premises, as same may hereafter be amended from time to time.


                                       2
<PAGE>


3.       TERM

         3.1      The Term of this Lease shall commence on the Commencement
                  Date and shall terminate on the Termination Date, unless
                  terminated sooner in accordance with the terms of this Lease.

         3.2      If Landlord, through no fault of Tenant, cannot deliver
                  possession of the Premises to Tenant on the Commencement
                  Date, such delay shall not affect the validity of this Lease
                  nor shall Landlord be liable to Tenant for any loss or damage
                  resulting therefrom, but there shall be a proportionate
                  reduction of rent covering the period between the
                  Commencement Date and the time when Landlord delivers
                  possession of the Premises to Tenant. No such delay shall
                  operate to extend the Term.

4.       RENT

         4.1      Tenant agrees to pay to Landlord each year during the Term
                  the Annual Rent for the Premises. The Annual Rent shall be
                  paid in monthly installments equal to the Monthly Rent. The
                  Monthly Rent shall be due and payable in advance, on or
                  before the first day of each calendar month during the entire
                  Term, commencing with the first full calendar month of the
                  Term; provided that Tenant shall pay to the Landlord on the
                  Commencement Date the prorated Monthly Rent attributable to
                  the month in which the Commencement Date occurs if the
                  Commencement Date is other than the first day of a month.
                  Concurrently with the execution of this Lease, Tenant shall
                  pay to Landlord the Prepaid Rent plus Florida State Sales Tax
                  thereon and any other tax applicable to the Rent.

         4.2      Tenant agrees to pay to Landlord as additional rent upon
                  demand (but not more frequently than monthly) all charges for
                  any services, goods or materials furnished by Landlord at
                  Tenant's request which are not required to be furnished by
                  Landlord under this Lease without separate charge or
                  reimbursement.

         4.3      Any rent for any fractional month shall be prorated based on
                  a thirty (30) day month, and for any fractional year shall be
                  prorated based on a three hundred sixty-five (365) day year.
                  All rent payable by Tenant to Landlord under this Lease shall
                  be paid to Landlord in lawful money of the United States of
                  America at Landlord's office located in the Building, or to
                  such other person or at such other place as Landlord may from
                  time to time designate in writing. All rent shall be paid
                  without prior demand, deduction, setoff or counterclaim.

         4.4      A late payment penalty shall be added to any rent not
                  received by Landlord within ten (10) days of the due date.
                  Such penalty shall be equal to the interest that accrues on
                  said amount from the date the payment was due until the date
                  on which Landlord receives said payment, computed at the rate
                  of eighteen percent (18%) per annum.

         4.5      Tenant shall pay to Landlord concurrently with the payment of
                  the Monthly Rent and other sums all Florida State Sales Tax
                  and any other tax that is applicable to such payment.

5.       TENANT'S SHARE OF OPERATING COSTS

         5.1      In addition to Base Rent, Tenant shall pay Tenant's
                  percentage share as specified in paragraph 5.2 (f) of the
                  "Building Operating Costs" (as hereinafter defined), paid or
                  incurred by Landlord in each year during the term in excess
                  of the Building Operating Cost for the Base Year ("Operating
                  Expenses Rent") which shall be the calendar year ending
                  December 31, 2001, and which is projected to be $4.50 per
                  square foot of Net Rentable Area.


                                       3
<PAGE>


                  (a)      The term "Building Operating Costs" include:

                           (i)      All taxes, assessments, water and sewer
                                    charges and other similar governmental
                                    charges levied on or attributable to the
                                    Building, the Land, and the roads walks,
                                    plazas, landscaped areas, garages and
                                    parking areas, common areas, improvements,
                                    and facilities thereon (collectively, the
                                    "Property"), or its operation, including,
                                    but not limited to, general and special
                                    real property taxes and assessments levied
                                    or assessed against the Property, personal
                                    property taxes or assessments levied or
                                    assessed against the Property, and any tax
                                    measured by gross rentals received from the
                                    Property, together with any costs incurred
                                    by Landlord (including attorney's fees) in
                                    contesting any such taxes, assessments or
                                    charges; but excluding any net income,
                                    capital stock, estate or inheritance taxes
                                    imposed by the State or Federal Government
                                    or by any agency, branch or department
                                    thereof; provided that if at any time
                                    during the Term there shall be levied,
                                    assessed or imposed on Landlord or the
                                    Property by any governmental entity, any
                                    general or special, ad valorem or specific,
                                    excise, capital levy or other tax,
                                    assessment, levy or charge directly on the
                                    rent received under this Lease (except as
                                    separately paid to Landlord in accordance
                                    with Paragraph 4.6, above) or other leases
                                    affecting the Property and/or any license
                                    fee, excise or sales tax, assessment, levy
                                    or charge measured by or based, in whole or
                                    in part, upon such rents, and/or transfer,
                                    transaction, or similar tax, assessment,
                                    levy or charge based directly or indirectly
                                    upon the transaction represented by this
                                    Lease or other leases affecting the
                                    Property, and/or occupancy, use, per capita
                                    or other tax, assessment, levy or charge
                                    based directly or indirectly upon the use
                                    or occupancy of the Premises or the
                                    Property, then all such taxes, assessments,
                                    levies and charges shall be deemed to be
                                    included in the term "Building Operating
                                    Costs"; plus

                           (ii)     Operating costs of the Property consisting
                                    of any and all costs incurred by Landlord
                                    in repairing, maintaining, insuring, and
                                    operating the Property and all personal
                                    property of Landlord used on connection
                                    therewith, including (without limiting the
                                    generality of the foregoing) the following:
                                    all costs of repairs; all costs of
                                    utilities and public services (including
                                    but not limited to electricity, gas, light
                                    and light bulbs, heating and air
                                    conditioning, water, fuel, refuse, sewer,
                                    and telephone); all costs of supplies,
                                    materials; all insurance costs (including
                                    but not limited to public liability,
                                    extended coverage property damage and
                                    casualty, business interruption, loss of
                                    rents, flood, earthquake, workman's
                                    compensation, with companies and in amounts
                                    as determined by Landlord); licenses,
                                    permits, inspection fees; costs of striping
                                    and paving parking areas and driveways;
                                    painting; repair, maintenance and
                                    replacement of plumbing, roofing, elevator,
                                    HVAC, electrical and other systems; repair,
                                    maintenance and replacement (including
                                    reasonable reserves for depreciation and
                                    replacements) of all improvements, both
                                    structural and non-structural; any costs of
                                    services of independent contractors,
                                    security personnel, trash removal
                                    exterminator, landscaping, parking
                                    operations, and maintenance personnel and
                                    costs of compensation (including employment
                                    taxes and fringe benefits) of all persons
                                    who perform management, operation,
                                    maintenance, repair and overhaul of the
                                    Property and equipment thereon used in
                                    connection therewith, including, without
                                    limitation, full or part time building
                                    staff, janitors, foremen, window washers,
                                    security personnel and gardeners; any costs
                                    for contract maintenance of any or all of
                                    the above; and all legal, accounting and
                                    other professional expenses in connection
                                    with the operation of the Property.


                                       4
<PAGE>


                  (b)      In the event any utilities or costs are separately
                           metered with respect to the Premises, Tenant shall
                           pay monthly to Landlord the amount of such
                           separately metered utilities as reimbursement of
                           these costs, and no amounts representing the cost of
                           separately metered utilities furnished to Tenant
                           shall be included in Building Operating Costs;
                           provided, however, that Tenant shall nevertheless
                           pay its Proportionate Share of all other utilities
                           included under (a) hereinabove. If any other lessee
                           of the Building so pays any such separately metered
                           utility or other costs or pays separately stated
                           personal property taxes, the amount so paid to
                           Landlord shall be excluded from Building Operating
                           Costs.

         5.2      The Rent Adjustment shall be payable by Tenant to Landlord in
                  accordance with the following:

                  (a)      From time to time during the Term, Landlord shall
                           notify Tenant of Landlord's estimate of the Rent
                           Adjustment for the twelve (12) succeeding calendar
                           months. Upon receipt of such notice, Tenant shall
                           pay to Landlord, during each of the succeeding
                           twelve calendar months, one-twelfth (1/12) of the
                           estimated Rent Adjustment. If at any time during a
                           year Landlord determines that its estimate is
                           incorrect by no less than 15%, Landlord may notify
                           Tenant of the revision of such estimate and
                           thereafter for the remainder of such twelve (12)
                           months Tenant shall pay estimated Rent Adjustment
                           based upon such revision. On or before March 15th of
                           each calendar year, Landlord shall deliver to Tenant
                           the actual statement of the amount of Building
                           Operating Costs for the preceding calendar year as
                           well as Tenant's actual Rent Adjustment based
                           thereon. Any adjustments payable by Tenant, as shown
                           on such final statement, or any reduction in amount
                           previously paid by Tenant, shall be paid by, or
                           reimbursed to Tenant, within fifteen (15) days from
                           receipt of such statement.

                  (b)      Tenant shall have the right, at Tenant's expense, to
                           perform by May 15 of any year an audit of the
                           Building Operating Costs of the preceding calendar
                           year as well as the calculations of Tenant's
                           Proportionate Share thereof. Alternatively, Landlord
                           may at its sole discretion provide Tenant with an
                           audited statement of such expenses prepared by an
                           independent Certified Public Accountant.

                  (c)      In the event that Tenant shall fail to object prior
                           to May 15 to any amounts set forth in the Statement
                           of Rent Adjustment delivered by Landlord, said
                           statement shall be deemed binding, conclusive and
                           final on Tenant and Landlord.

                  (d)      Notwithstanding anything to the contrary
                           hereinabove, Landlord's failure to timely deliver
                           said notice and statements to Tenant shall not
                           constitute a waiver by Landlord nor a defense by
                           Tenant toward payment of amounts required to be paid
                           to Landlord after receipt of written notice of said
                           amounts by Tenant. In the event Landlord delivers
                           said statements after March 15, the May 15 objection
                           date shall be extended by a like amount of time.

                  (e)      If this Lease shall commence on any day other than
                           the first day of a month or terminate on a day other
                           than the last day of a month, the amount of any Rent
                           Adjustment payable by Tenant for the month in which
                           this Lease commences or terminates shall be
                           equitably prorated and shall be due and payable
                           within thirty (30) days of such commencement or
                           termination.


                                       5
<PAGE>


                  (f)      Tenant's Percentage Share of the Operating Expenses
                           is the proportion that the rentable square footage
                           occupied by Tenant bears to the total rentable
                           square footage of the Building as determined by the
                           Landlord. Notwithstanding any provision of this
                           paragraph to the contrary, if the Building is less
                           than ninety-five percent (95%) leased and/or
                           occupied during any calendar year, including the
                           Base Year for the purposes of determining Base Year
                           Operating Expenses, appropriate adjustments shall be
                           made so that Operating Expense Rent shall be
                           computed for such year as though 95% of the Building
                           had been leased and occupied during such year.

6.       SECURITY DEPOSIT

         Concurrently with the execution of this Lease, Tenant shall deposit
         with Landlord the Security Deposit, which shall be held by Landlord,
         without obligation for interest, as security for the full, faithful,
         and timely performance of Tenant's covenants and obligations under
         this Lease, it being expressly understood and agreed that the Deposit
         is not an advance rental deposit or a measure of Landlord's damages in
         case of Tenant's default. Upon the occurrence of any "Event of
         Default" (as herein defined) by Tenant, Landlord may, from time to
         time, without prejudice to any other remedy provided herein or
         provided by law, use the Security Deposit to the extent necessary to
         make good any arrears of sums payable by Tenant under this Lease, and
         to pay for any other damage, injury, expense or liability caused by
         such default; and Tenant shall pay to Landlord on demand the amount so
         applied in order to restore the Security Deposit to its original
         amount, and Tenant's failure to do so shall be a default under this
         Lease. Although the Security Deposit shall be deemed the property of
         Landlord, any remaining balance of the Security Deposit shall be
         returned by Landlord to Tenant at such time after termination of this
         Lease that all of Tenant's obligations under this Lease have been
         fulfilled. Landlord shall not be required to hold the Security Deposit
         in trust or to maintain the Security Deposit in any separate account.

7.       ADDITIONS AND ALTERATIONS

         No changes, alterations, improvements, or additions to the Premises
         shall be made to or upon said Premises or any part thereof without the
         written consent of the Landlord being first had and obtained. All
         changes, alterations, additions and improvements made or placed in or
         upon the Premises by the Landlord or the Tenant, and which by
         operation of law would become a part of the real estate, shall
         immediately upon being made or placed thereon become the property of
         the Landlord and shall remain upon and be surrendered with the
         Premises as a part thereof, at the termination, by lapse of time or
         otherwise, of the Term herein granted. Any such changes, alterations,
         improvements, or additions shall be done in conformity with the
         "Building Standards Manual" furnished herewith as Exhibit "B", as well
         as with such other reasonable requirements as Landlord may impose upon
         the granting of its written consent. If Landlord requests Tenant to
         remove any additions or alterations in writing at the time Tenant
         requests Landlord's consent to such additions and alterations, then
         Tenant shall remove all or any part of any improvements made to the
         Premises upon expiration.

8.       PERMITTED USE

         8.1      The Premises shall be used only for the Permitted Use and for
                  no other purpose. The Tenant, shall, at its own cost and
                  expense, obtain any and all licenses and permits necessary
                  for such use. The Tenant shall comply with all governmental
                  laws, ordinances and regulations applicable from time to time
                  to its use of the Premises, and shall promptly comply with
                  all governmental orders and directives for the correction,
                  prevention and abatement of nuisances in or upon, or
                  connected with the Premises, all at the Tenant's sole
                  expense.


                                       6
<PAGE>


         8.2      The Tenant shall not do, suffer or permit anything to be done
                  in, on or about the Premises or the Property, nor bring, nor
                  keep anything therein which will in any way affect fire or
                  other insurance upon the Building or any of its contents or
                  which will in any way conflict with any law, ordinance, rule
                  or regulation now or hereafter in force or effect relating to
                  the occupancy and use of the Premises and said Property, or
                  in any way obstruct or interfere with the rights of other
                  lessees or users of the Property, or injure or annoy them,
                  nor use, nor allow the Premises or the Building to be used
                  for any improper, immoral, unlawful or objectionable purpose,
                  cooking therein, and nothing shall be prepared, manufactured,
                  or used in the Premises which might emit an odor into the
                  corridors of the building.

         8.3      The Tenant will not, without the written consent of the
                  Landlord, use any apparatus, machinery, or equipment or
                  device in, on or about the Premises which may cause any
                  excessive noise or may set up any excessive vibration or
                  excessive floor loads or which in any way would increase the
                  normal amount of electricity agreed to be furnished or
                  supplied under this Lease, or as specified in the Building
                  Standards Manual, and further, the Tenant shall not connect
                  with water any apparatus, machinery, equipment or devise
                  without the prior written consent of the Landlord. The Tenant
                  shall, at the Tenant's sole cost and expense, comply with all
                  of the requirements of all municipal, state and federal
                  authorities now or hereafter in force, pertaining to said
                  Premises, and shall faithfully observe in the use of said
                  Premises and Property all municipal ordinances and
                  regulations and state and federal statutes and regulations
                  now or hereafter in force and effect.

         8.4      Any change in law or otherwise which may make Tenant's use of
                  the Premises impracticable or impossible shall not affect
                  Tenant's obligations under this Lease.

9.       UTILITIES; JANITORIAL SERVICES

         Subject to Tenant's obligation to pay rent under this Lease and
         perform Tenant's other obligations, the Landlord agrees to furnish in
         connection with the Premises, the following: electricity (commensurate
         with the Landlord's electrical system and wiring in the building of
         which the Premises are a part, supplying approximately 110 volts) for
         lights and other usual and ordinary office purposes; replacement of
         ceiling light bulbs and tubes in the fixtures provided by the
         Landlord; heat and air conditioning, subject to government authority
         regulations from time to time in effect, during normal business hours
         (8 a.m. to 6 p.m., Monday through Friday, except holidays and from 8
         a.m. to 1 p.m. on Saturdays); janitorial services as specified in the
         Building Standards Manual; and provide for use in common of the
         elevators, restrooms, and other like facilities of the Building. After
         hours HVAC shall be available at a cost of $25.00 per hour, per suite,
         subject to increases with changes in energy ratios. Tenant shall be
         required to provide 24 hour notice of its desire for after hours HVAC
         (two hour minimum); however, in the event Tenant is not able to
         provide such notice, Lessor will use its reasonable efforts to
         accommodate Tenant. All said costs shall be included in Building
         Operating Costs. Landlord reserves the right to establish special
         charges to be paid by Tenant for additional non-standard services
         provided. The Landlord shall not be liable for the failure to furnish
         any of the items or services herein mentioned when such failure is
         caused by or results from accidents or conditions or matters beyond
         the reasonable ability of the Landlord to control, or caused by or
         resulting from lack of utility services, breakdown of mechanical
         equipment, repairs, labor disturbances, or labor disputes of any
         character, whether resulting from or caused by acts of the Landlord or
         otherwise; nor shall the Landlord be liable under any circumstances
         for loss of or injury to property or persons, however occurring,
         through or in connection with or incidental to the furnishing of any
         of such items or services, nor shall any such failure relieve the
         Tenant from the duty to pay the full amount of rent and other sums of
         money herein provided to be paid by the Tenant, or constitute or be
         construed as a constructive or other eviction of the Tenant.


                                       7
<PAGE>


10.      INDEMNIFICATION; INSURANCE

         10.1     INDEMNITY. Tenant agrees to indemnify, defend and save
                  harmless Landlord, Bankers Insurance Company any property
                  manager(s) engaged by Landlord or Bankers Insurance Company
                  and each of their affiliated companies, partners,
                  shareholders, agents, directors, officers, and employees
                  (collectively, "Indemnitees") from and against any and all
                  liabilities, damages, claims, suits, injuries, costs
                  (including court costs, attorneys' fees and costs of
                  investigation, and actions of any kind arising or alleged to
                  arise by reason of injury to or death of any person or damage
                  to or loss of property occurring on, in, or about the Leased
                  Premises or by reason of any other claim whatsoever of any
                  person or party occasioned or alleged to be occasioned in
                  whole or in part by any act or omission on the part of Tenant
                  or any invitee, licensee, agent, employee, director, officer,
                  contractor, subcontractor, or tenant of Tenant, or by any
                  breach, violation, or nonperformance of any covenant of
                  Tenant under this Lease (collectively "Liabilities") even if
                  such Liabilities arise from or are attributed to the
                  concurrent negligence of any Indemnitee. The only Liabilities
                  with respect to which Tenant's obligation to indemnify the
                  Indemnitees does not apply is with respect to Liabilities
                  resulting from the sole gross negligence or willful
                  misconduct of an Indemnitee. If any action or proceeding is
                  brought by or against any Indemnitee in connection with any
                  such Liabilities, Tenant shall defend such action or
                  proceeding, at Tenant's expense, by or through attorneys
                  reasonable satisfactory to Landlord. The provisions of this
                  paragraph apply to all activities of Tenant with respect to
                  the Leased Premises or Building, whether occurring before or
                  after the Commencement Date of the Term and before or after
                  the expiration or termination of this Lease. Tenant's
                  obligations under this paragraph are not limited to the
                  limits or coverage of insurance maintained or required to be
                  maintained by Tenant under this Lease.

         10.2     TENANT'S INSURANCE. Tenant shall, at its sole expense,
                  maintain in effect at all times during the Term, insurance
                  coverage with limits not less than those set forth below with
                  insurers reasonably acceptable to Landlord and which are
                  licensed to do business in the State of Florida, to wit:

<TABLE>
<CAPTION>
                           Insurance                                       Minimum Limits
                           ---------                                       --------------

                  <S>                                                      <C>
                  A.       Workers' Compensation

                           Workers' Compensation                           Statutory
                           Employer's Liability                            $500,000

                           This policy shall include a Waiver of Subrogation in
                           favor of the Indemnitees.

                  B.       Commercial General Liability

                           Bodily Injury/Property Damage                   1,000,000 each occurrence, or equivalent,
                           (Occurrence Basis)                              subject to a $1,000,000 aggregate
</TABLE>

                         This policy shall be on a form acceptable to Landlord,
                         endorsed to include the Indemnitees as additional
                         insured, contain cross-liability and severability of
                         interest endorsements, state that this insurance is
                         primary insurance as regards any other insurance
                         carried by any Indemnitee, and shall include the
                         following coverages:

                                 (1)      Premises/Operations;

                                 (2)      Independent Contractors;


                                       8
<PAGE>


                                    (3)      Broad Form Contractual Liability
                                             specifically in support of, but
                                             not limited to, the Indemnity
                                             sections of this Lease; and

                                    (4)      Personal Injury Liability with
                                             employee and contractual
                                             exclusions removed.

                  C.       Comprehensive Automobile Liability
                           Combined single limit for $500,000 of equivalent
                           bodily injuries/property damage

                           This policy shall be on a standard form written to
                           cover all owned, hired and non-owned automobiles.
                           This policy shall be endorsed to include the
                           Indemnitees as additional insured, contain
                           cross-liability and severability of interest
                           endorsements, and state that this insurance is
                           primary insurance as regards any other insurance
                           carried by any Indemnitee.

                           Evidence of these coverages represented by original
                           Certificates of Insurance issued by the insurance
                           carrier must be furnished to the Landlord prior to
                           Tenant's occupation of the Premises as well as each
                           year during the Term on the annual anniversary date
                           of the Commencement Date. Certificates of Insurance
                           shall specify the Landlord as an additional insured
                           as provided for above, as well as the Waivers of
                           Subrogation. Such Certificate of Insurance shall
                           state that Landlord will be notified in writing
                           thirty (30) days prior to cancellation, material
                           change, or non-renewal of insurance. If Tenant does
                           not procure insurance as required hereunder or if
                           Tenant fails to provide original Certificates of
                           Insurance as hereinabove provided, then Landlord
                           may, upon advance written notice to Tenant, cause
                           such insurance to be issued, and Tenant shall pay to
                           Landlord the premium of such insurance within ten
                           (10) days of Landlord's demand, plus interest at the
                           highest lawful rate for a loan of like amount from
                           the date of payment by Landlord until repaid by
                           Tenant. For purposes of the foregoing, Tenant
                           appoints Landlord as its attorney-in-fact with all
                           necessary powers of attorney to effectuate such
                           insurance on behalf of and in the name of Tenant.
                           Upon the request of Landlord, Tenant shall provide
                           Landlord with certified copies of any and all
                           applicable insurance policies.

         10.3     WAIVER OF LIABILITY. No Indemnitee will be liable in any
                  manner to Tenant or any other party claiming by through or
                  under Tenant for any injury to or death of persons unless
                  caused by the sole negligence or willful misconduct of an
                  Indemnitee. In no event will any Indemnitee be liable in any
                  manner to Tenant or any other party as the result of the acts
                  or omissions of Tenant, its invitees, licensees, agents,
                  employees, directors, officers, contractors, subcontractors,
                  or tenants of Tenant, or any other tenant of the Building.
                  All personal property upon the Leased Premises is at the risk
                  of Tenant only and no Indemnitees will be liable for any
                  damage thereto or theft thereof, regardless of whether such
                  property is entrusted to employees of the Building, or such
                  loss or damage is occasioned by casualty, theft, or any other
                  cause of whatsoever nature, even if due in whole or in part
                  to the negligence of any Indemnitee.

         10.4     WAIVER OF SUBROGATION. Notwithstanding anything herein to the
                  contrary, no party will have any right or claim against any
                  Indemnitee for any property damage (whether caused, in whole
                  or in part, by negligence or the condition of the Leased
                  Premises or the Building or any part thereof) by way of
                  subrogation or assignment, Tenant hereby waiving and
                  relinquishing any such right. To the extent Tenant chooses to
                  insure its property, Tenant shall request its insurance
                  carrier to endorse all applicable policies waiving the
                  carrier's right of recovery under subrogation or otherwise in
                  favor of any Indemnitee and provide Landlord with a
                  certificate of insurance verifying this waiver.


                                       9
<PAGE>


                  Landlord hereby waives and relinquishes any right or claim
                  against Tenant for damage to the Leased Premises or the
                  Building by way of subrogation or assignment, to the extent
                  covered by insurance proceeds. Landlord shall request its
                  insurance carrier to endorse all applicable policies waiving
                  the carrier's right of recovery under subrogation or
                  otherwise in favor of Tenant and a certificate of insurance
                  will be made available at the request of the Tenant.

11.      ASSIGNMENT OR SUBLETTING

         11.1     The Tenant shall not sell, assign, transfer, mortgage,
                  hypothecate or otherwise encumber this Lease or the leasehold
                  interest granted hereby, or any interest therein, or permit
                  the use of the Premises or any part thereof by any person or
                  persons other than the Tenant and Tenant's employees and
                  business invitees, or sublet the Premises, or any part
                  thereof, without the written consent of the Landlord in
                  Landlord's sole discretion in each such case being first had
                  and obtained; and notwithstanding any such assignment,
                  mortgage, hypothecation, encumbrance or subletting, the
                  Tenant shall at all times remain fully responsible and liable
                  for the payment of the rent and other sums of money herein
                  specified and for compliance with all of the obligations of
                  the Tenant under the terms, provisions and covenants of the
                  Lease. If Tenant is a corporation, unincorporated
                  association, trust or general or limited partnership or
                  limited liability company or partnership, the sale,
                  assignment, transfer or hypothecation of any stock or other
                  ownership interest of such entity which from time to time in
                  the aggregate exceeds twenty-five percent (25%) of such
                  interest shall be deemed an assignment subject to the
                  provisions of this Paragraph 11.1.

         11.2     If Tenant subleases or assigns any portion of the Premises
                  and whether or not such sublease or assignment was consented
                  to, and the rental exceeds the amount of rent due hereunder,
                  Tenant shall pay to Landlord one-half (1/2) of all such
                  excess rent as additional rent. In no event shall Tenant be
                  permitted to sublease or assign any portion of the Premises
                  at a rental amount less than the amount due under the terms
                  of this Lease.

         11.3     Any act described in Section 11.1 that is done without the
                  consent of the Landlord shall be null and void and shall be
                  an Event of Default.

         11.4     Landlord shall have the right to sell, transfer or assign any
                  of its rights and obligations under this Lease.

12.      SIGNS; ADVERTISING

         The Tenant shall not place or maintain or permit to be placed or
         maintained any signs or advertising of any kind whatsoever on the
         exterior of the Building, or on any exterior windows in said Building,
         or elsewhere within the Premises so as to be visible from the exterior
         of said Building, or on the interior walls or partitions, including
         doorways, of the Premises, visible from the public hallways or other
         public areas of the Building except such numerals and lettering on
         doorways as may be approved and permitted by the Landlord (and the
         Landlord shall have the right to specify the size, design, content,
         materials to be used and locations upon the door of any such materials
         and letter); and the Tenant shall not place or maintain, nor permit
         the placing or maintaining, and shall promptly remove any that may be
         placed by Tenant, of any awnings or other structure or material or
         machinery or equipment of any kind whatsoever on the exterior or
         extending to the exterior of the Building, or on the outside (that is
         to say, the side not facing inward toward the interior of the
         Premises) of any interior wall or partition separating the Premises
         from other portions or areas of said Building.


                                      10
<PAGE>


13.      MAINTENANCE OF INTERIOR OF PREMISES

         The Tenant shall take good care of the Premises and shall, at the
         Tenant's own cost and expenses, keep in good sanitary condition and
         repair and shall promptly make all repairs to the same to the
         satisfaction of the Landlord, except for usual and ordinary wear and
         tear by reasonable use and occupancy or fire or other casualty; and at
         the end or other expiration of the Term, shall deliver up the Premises
         in the same condition as received, ordinary wear and tear by ordinary
         use thereof, fire and other casualty only excepted. Landlord may, but
         shall not be obligated to, make any repairs that are not promptly made
         by Tenant and charge Tenant for the cost thereof as rent. Tenant
         waives all rights (whether statutory or otherwise) to make repairs at
         the expense of Landlord, to cure any alleged defaults by Landlord at
         the expense of Landlord, or to deduct the cost thereof from rent or
         other sums due Landlord hereunder.

14.      DAMAGE OR DESTRUCTION

         If the Building is, without fault of the Tenant, damaged by fire or
         other peril to the extent that the entire Demised Premises are
         rendered untenantable and cannot be reasonably rendered in as good a
         condition as existed prior to the damage within one hundred eighty
         (180) days from the date of such damage, the Term of this lease may be
         terminated by the Landlord or the Tenant by giving written notice to
         the other party; but if such damage is not such as to permit a
         termination of the Term of this Lease as above provided, then if such
         damage is not caused by Tenant or Tenant's agents, employees, guests
         or invitees, a proportionate reduction shall be made in the rent
         herein reserved corresponding to the time during which and to the
         portions of the Premises of which the Tenant shall hereby be deprived
         of possession. The Tenant agrees that Landlord shall not be
         responsible or liable for any loss due to business interruption
         occasioned by such fire, casualty or other cause which renders the
         Premises untenantable nor shall Landlord be liable for any damage to
         Tenant's property or persons. Tenant may not terminate this Lease on
         account of any damage caused by Tenant or Tenant's agents, employees,
         guests or invitees.

15.      DEFAULTS

         15.1     Each and any of the following shall be deemed an "Event of
                  Default" by Tenant and a material breach of the Lease:

                  (a)      Tenant's failure to pay the Monthly Rent or any
                           other sum payable by Tenant hereunder as and when
                           such payment is due and such failure shall continue
                           for ten (10) days after written notice by Landlord
                           to Tenant of such failure;

                  (b)      Tenant's failure to observe, keep or perform any of
                           the other terms, covenants, agreements or conditions
                           under this Lease, including, without limitation, the
                           Building Standards Manual, that Tenant is obligated
                           to observe or perform and said failure continues for
                           a period of ten (10) days after written notice by
                           Landlord; provided that if the nature of Tenant's
                           default is such that it cannot be cured solely by
                           the payment of money and that more than ten (10)
                           days are reasonably required for its cure, then
                           Tenant shall not be in default hereunder if it shall
                           commence the correction of such default within said
                           ten (10) day period and shall diligently prosecute
                           the same to completion;

                  (c)      Tenant's vacation or abandonment of the Premises;

                  (d)      (i)      Tenant's (or general partner of Tenant, if
                                    Tenant is a partnership) making an
                                    assignment for the benefit of creditors; or


                                      11
<PAGE>


                           (ii)     A custodian, trustee, receiver or agent
                                    being appointed or taking possession of all
                                    or substantially all of property of Tenant
                                    (or a general partner of Tenant); or

                           (iii)    Tenant's failure to pay Tenant's debts as
                                    such debts become due; or

                           (iv)     Tenant's (or a general partner of Tenant)
                                    becoming "insolvent" as that term is
                                    defined in Section 101(26) of the "Revised
                                    Bankruptcy Act" (Title II of the United
                                    States Code; II U.S.C. &101 et seq.); or

                           (v)      Tenant's (or a general partner of Tenant
                                    (a) filing of a petition with the
                                    bankruptcy court under the Revised
                                    Bankruptcy Act, or (b) otherwise filing any
                                    petition or applying to any tribunal for
                                    appointment of a custodian, trustee or
                                    receiver of Tenant (or of a general partner
                                    of Tenant) or commencing any proceeding
                                    relating to Tenant (or a general partner of
                                    Tenant) under any bankruptcy or
                                    reorganization statute or under any
                                    arrangement, insolvency, readjustment of
                                    debt, dissolution or liquidation law of any
                                    jurisdiction, whether now or hereafter in
                                    effect; or

                           (vi)     Any petition being filed against Tenant (or
                                    a general partner of Tenant) under the
                                    Revised Bankruptcy Act and either (A) the
                                    bankruptcy court orders relief against
                                    Tenant (or a general partner of Tenant)
                                    under the chapter of the Revised Bankruptcy
                                    Act under which the petition was filed, or
                                    (B) such petition is not dismissed by the
                                    bankruptcy court within sixty (60) days of
                                    the date of filing; or

                           (vii)    Any petition or application of the type
                                    described in subparagraph (v)(b), above,
                                    filed against Tenant (or a general partner
                                    of Tenant), or any proceeding of the type
                                    described in subparagraph (v)(b), above, is
                                    commenced, and either (a) Tenant (or a
                                    general partner of Tenant) by any act
                                    indicates its approval thereof, consent
                                    thereto, or acquiescence therein, or (b) an
                                    order is entered appointing any such
                                    custodian, trustee, receiver or agent,
                                    adjudicating Tenant (or a general partner
                                    of Tenant) bankrupt or insolvent, or
                                    approving such petition or application in
                                    any such proceeding, and any such order
                                    remains in effect for more than sixty (60)
                                    days; or

                  (e)      Any guarantor of this Lease defaulting under any
                           guaranty of this Lease, or attempting to repudiate
                           or revoke any such guaranty or any obligation under
                           such guaranty; or the occurrence of any event
                           described in Paragraph 15(d), above, with respect to
                           any guarantor of this Lease (as if Paragraph 15(d)
                           referred to such guarantor in place of "Tenant"); or

                  (f)      The liquidation, dissolution, failure to exist or
                           disqualification of Tenant.

         15.2     Landlord shall have the right, but not the obligation, to
                  cure any of Tenant's defaults under this Lease, in which
                  event Tenant shall forthwith reimburse Landlord all costs
                  thereof, including any attorneys' fees, together with
                  interest from the date expended until the date repaid at the
                  rate of eighteen percent (18%) per annum. No exercise of this
                  right shall be deemed to be an acceptance of such default or
                  a waiver thereof.

16.      REMEDIES

         16.1     Upon the occurrence of an Event of Default hereunder,
                  Landlord may at any time thereafter, without notice or demand
                  except as stated hereafter and without limiting Landlord in
                  the


                                      12
<PAGE>


                  exercise of any other right or remedy which Landlord may have
                  by reason of such default or breach:

                  (a)      Enter upon and take possession of the Premises. In
                           such event, Landlord shall have the right to remove
                           all persons and property from the Premises and store
                           such property in a public warehouse or elsewhere at
                           the cost and risk of and for the account of Tenant,
                           and all such persons shall quit and surrender
                           possession of the Premises to Landlord. Tenant
                           hereby waives all claims for damages which may be
                           caused by the entry of Landlord and taking
                           possession of the Premises or removing and storing
                           the furniture and property and hereby agrees to
                           indemnify and save Landlord harmless from any loss,
                           costs, damages or liability occasioned thereby, and
                           no such entry shall be considered or construed to be
                           forcible entry or construed to be a termination of
                           the Lease unless Landlord expressly elects to
                           terminate this Lease. Should Landlord elect to
                           enter, as hereby provided, or should Landlord take
                           possession pursuant to legal proceedings or pursuant
                           to any notice provided by law, Landlord may then or
                           at any time thereafter terminate this Lease pursuant
                           to Paragraph 16.1(c), below:

                  (b)      Tenant and each and every subtenant and assignee of
                           Tenant shall remain and continue liable for the
                           equivalent of the rent and other charges herein
                           reserved and required by the Tenant to be paid and
                           met until the expiration of this Lease and for any
                           and all loss or damage, including all fees and
                           expenses and attorneys' fees which the Landlord may
                           sustain or incur by reason of any such event, and
                           the Landlord may relet all or any part of the
                           Premises at such price and upon such terms and for
                           such duration of time as the Landlord may determine
                           in the name of the Landlord or as agent of the
                           Tenant, or otherwise, and receive the rent therefor
                           and apply the same first to the payment of such
                           expenses and fees as the Landlord may have incurred
                           in entering, dispossessing and in letting, including
                           among others all expenses of the Landlord reasonably
                           incurred in putting the Premises in proper condition
                           (including tenant improvements) and then to the
                           payment of the rent and other charges reserved
                           hereunder and the fulfillment of the Tenant's
                           covenants hereunder, the Tenant and any subtenant of
                           the Tenant and assignee of the Tenant shall remain
                           liable for any deficiency. Acts of maintenance,
                           efforts to relet the Premises, or the appointment of
                           a receiver on Landlord's initiative to protect
                           Landlord's interest under this Lease shall not
                           constitute a termination of this Lease, unless and
                           until Landlord expressly elects in writing to
                           terminate this Lease;

                  (c)      Terminate this Lease and all rights of Tenant
                           therein and recover from Tenant in an action of all
                           of the damages suffered or to be suffered by
                           Landlord, including the damages and costs described
                           in subparagraph (b) above; and

                  (d)      Pursue any other remedy now or hereafter available
                           to Landlord under the laws or judicial decisions of
                           the State of Florida. The parties acknowledge that
                           Pinellas County, Florida shall be the appropriate
                           jurisdiction and venue for any legal proceedings.

         16.2     Acceptance by the Landlord of any rent after the same has
                  become due an payable shall not constitute a waiver by the
                  Landlord of any rights which the Landlord may have under the
                  terms of this Lease in the event of a default with respect to
                  any other payment of rent.

         16.3     The Landlord's rights and remedies under this Lease shall be
                  cumulative, and shall not be exhausted by one exercise
                  thereof, and shall not exclude any other rights and remedies


                                      13
<PAGE>


                  authorized, provided or permitted by law. No failure or
                  omission on the part of the Landlord promptly to exercise or
                  insist upon any of its rights hereunder shall operate as a
                  waiver of any such rights; and no waiver on the part of the
                  Landlord of any breach or default or lack of prompt or full
                  and complete performance or compliance by the Tenant
                  hereunder shall operate as a waiver of any subsequent breach
                  or default or lack of prompt and full performance or
                  compliance.

17.      LANDLORD'S RIGHT OF ENTRY

         The Tenant agrees that the Landlord, or its officers, agents,
         servants, and employees, may enter said Premises at any hour to
         protect the same against the elements, or accidents, or to effect
         repairs or replacements, and at any reasonable hour for the purpose of
         examining the same, showing the same to prospective purchasers or
         tenants, or for any other reasonable purpose.

18.      NOTICES

         Any bill, statement, notice or communication which the Landlord may
         desire or be required to give to the Tenant shall be deemed
         sufficiently given and rendered if, in writing, delivered to the
         Tenant personally, or sent by registered or certified mail addressed
         to the Tenant at the Building or left at the Premises addressed to the
         Tenant, and the time of the rendition of such bill, statement, or
         notice shall be deemed to be the time when the same is mailed to the
         Tenant, or delivered, or left at the Premises as herein provided. Any
         notice to Landlord shall be in writing, addressed to Landlord at
         Landlord's Address(or such different address as Landlord may notify
         Tenant) and shall be sent first class U.S. mail, postage prepaid,
         certified return receipt requested.

19.      TAXES ON TENANT'S PERSONAL PROPERTY AND TAXES ASSESSED ON RENTALS

         19.1     The Tenant shall pay promptly when due any and all taxes and
                  assessments that may be levied or assessed against Tenant's
                  personal property located in, on or about the Premises and
                  will cause such personal property to be assessed directly to
                  the Tenant. If for any reason said personal property cannot,
                  or is not assessed separately and is included with the
                  Landlord's real or personal property tax assessments, the
                  Tenant will upon demand pay to the Landlord the amount of
                  taxes levied or assessed against the personal property, using
                  for such purpose the valuation and rate of tax placed thereon
                  by the taxing authority, if the same can be determined and if
                  not, using a reasonable valuation.

         19.2     In addition to the rent hereinabove provided for, the Tenant
                  shall pay to the Landlord, promptly as and when due, all
                  sales, use or excise taxes, levied, assessed or payable on or
                  on account of the Leasing or renting provided for hereunder,
                  or on account for the rent payable hereunder.

20.      COSTS OF COLLECTION

         The Tenant shall promptly pay to the Landlord all costs and expenses
         of enforcement of this Lease and of collection, including a reasonable
         attorney's fee, including on appeal, with respect to any part of said
         rent and other charges and sums of money herein reserved or required
         by the Tenant to be paid and met, which may be sustained or incurred
         by the Landlord after the date the same, or any thereof, becomes due;
         and the Tenant further agrees to pay all reasonable costs and
         expenses, including a reasonable attorney's fee including on appeal,
         which may be sustained or incurred by the Landlord in or about the
         enforcement or declaration of any of the rights or remedies of the
         Landlord or obligations of the Tenant, whether arising under this
         Lease or granted, permitted or imposed by law or otherwise.


                                      14
<PAGE>


21.      PRIOR AGREEMENTS

         This agreement supersedes and revokes any and all prior written
         agreements between the parties relating to the Premises, and all oral
         agreements between the parties relating to the Premises are hereby
         merged into this Lease; and no amendment, modification or variation of
         the Lease or any terms or provisions of the Lease, shall be effectual,
         binding or valid unless and until the same is reduced to writing and
         signed by the party to be charged thereby. No notice, request or
         demand in this Lease provided for may be waived except by written
         waiver thereof signed by the party waiving the same. Submission of the
         Lease to or by Tenant shall not create any rights in favor of Tenant
         until this Lease has been executed by both Landlord and Tenant.

22.      FLOOR PLANS

         Any floor plan or other plan, drawing or sketch which is attached to
         or made part of this Lease, such as Exhibit "A", is used solely for
         the purpose of a reasonable approximate identification and location of
         the demised Premises, and any markings, measurements, dimensions or
         notes of any kind contained therein shall be subordinate to any
         specific terms contained in this Lease. Attached to the construction
         plans for the tenant improvements shall be a specification sheet
         stating in detail the finishes to be used in the demised premises.
         Both Landlord and Tenant shall initial the construction plans and
         specifications indicating this approval of the terms contained
         therein. Construction of the tenant improvements by contract shall be
         the responsibility of the Landlord and any cost in excess of the
         Tenant Improvement Allowance shall be the Tenant's responsibility. If
         Tenant requests any Change Orders that create cost over and above the
         original scope of work then Tenant shall be responsible for that
         additional cost. Tenant has inspected the Premises and the Building
         and has verified the dimensions thereof to the satisfaction of the
         Tenant; and the Tenant has inspected and is familiar with the
         condition of the elevators, stairways, halls, air conditioning system
         and facilities; and sanitary facilities of the Building and the Tenant
         agrees to accept the Premises.

23.      NO AUTOMATIC RENEWAL

         There shall be no extension or automatic renewal of the terms of this
         Lease unless otherwise agreed in writing by the parties hereto. Tenant
         shall have no right to hold over and, if Tenant does so with
         Landlord's consent, same shall be a tenancy from month-to-month
         terminable at will by either Landlord or Tenant upon ten (10) days'
         written notice.

24.      BUILDING STANDARDS MANUAL

         By the execution of this Lease, the Tenant accepts and agrees to abide
         by, and to instruct the Tenant's employees to abide by all provisions
         of the "Building Standards Manual" and any modifications or additions
         made thereto from time to time during the term of this Lease. The
         initial set of these regulations is attached as the "Building
         Standards Manual" (Exhibit "B").

25.      TERMS AND HEADING

         As used herein the singular shall include the plural, the plural shall
         include the singular, and each gender shall include the other where
         the context shall so require. The headings in this Lease are not a
         part of this Lease and shall nave no effect upon the construction of
         interpretation of any part hereof. This Lease shall be governed by the
         laws of the State of Florida.


                                      15
<PAGE>


26.      CONDEMNATION

         In the event the whole or any part of the Building of which the
         Premises are a part, other than a part not interfering with the
         maintenance or operation thereof shall be taken or condemned for any
         public or quasi-public use or purpose, the Landlord may, at its
         option, terminate this Lease from the time title to or right to
         possession shall vest in or be taken for such public or quasi-public
         use or purpose and the Landlord shall be entitled to any and all
         income, rent, awards or any interest therein whatsoever which may be
         paid or made in connection therewith.

27.      SUBORDINATION TO MORTGAGES

         This Lease is hereby made expressly subject and subordinate at all
         times to any and all mortgages, deeds of trust, ground or underlying
         leases affecting the Premises which have been executed and delivered
         or which will hereafter be executed and delivered and any and all
         extensions and renewals thereof and substitutions therefore and to any
         and all advances made or to be made under or upon said mortgages,
         deeds of trust, ground or underlying leases. Tenant agrees to execute
         any instrument or instruments without modification or change, which
         the Landlord may deem necessary or desirable to effect the
         subordination of this Lease to any or such mortgages, deeds of trust,
         ground or underlying leases and in the event that the Tenant shall
         refuse, after reasonable notice, to execute such instrument or
         instruments which the Landlord may deem necessary or desirable to
         effect the subordination of the Lease to any or all such mortgages,
         deeds of trust, ground or underlying leases and in the event that the
         Tenant shall refuse, after reasonable notice, to execute such
         instrument or instruments, the Landlord may, in addition to any right
         or remedy accruing hereunder, terminate this Lease without incurring
         any liability whatsoever and the estate hereby granted is expressly
         limited accordingly. The Tenant hereby agrees to attorn to any future
         owner of the Lessor's interest in the Premises under this Lease,
         whether such occurs by reason of the dispossession of the Landlord or
         otherwise, and such shall not constitute a default by Tenant
         hereunder.

28.      ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS

         28.1     Within fifteen (15) days after request of Landlord, Tenant
                  shall deliver to Landlord a duly executed certificate stating
                  the Termination Date, the Monthly Rent, the amount of any
                  prepaid rent and security deposits, the fact that this Lease
                  is in full force and effect, the fact that this Lease is
                  unmodified (or if modified, the date of the modification),
                  and the fact that Landlord is not in default (or if a default
                  exists, the nature thereof). Failure to timely deliver same
                  shall be conclusive evidence that the Termination Date and
                  Monthly Rent are as set forth herein, no rent has been paid
                  in advance, there is no security deposit, and that there are
                  no modifications or Landlord's defaults. Such certificate
                  will be relied on by Landlord, prospective lenders or
                  prospective purchasers.

         28.2     During the term of Lease and any extensions thereto, Tenant
                  (and Tenant's Guarantor) shall produce current financial
                  statements as requested by Landlord, any prospective
                  purchaser or lender or any lender of record within thirty
                  (30) days of written notification from Landlord. If Tenant
                  (or Tenant's Guarantor) is a company which is required to
                  make periodic reports to the Securities and Exchange
                  Commission, a copy of Tenant's (or Tenant's Guarantor) most
                  recent publicly disclosed financial statements shall be
                  sufficient for purposes of this Lease.


                                      16
<PAGE>


29.      QUIET ENJOYMENT

         Landlord agrees that Tenant, upon paying the Monthly Rent, all
         additional rent and all other sums and charges then due and upon
         performing the covenants and conditions of this Lease to be performed
         by the Tenant, may enjoy peaceful and quiet possession of the Premises
         during the Term of this Lease.

30.      PARKING SPACES

         Tenant hereby agrees to lease from Landlord the number of parking
         spaces indicated in Paragraph 1 hereinabove in the attached parking
         garage for the Term of the Lease and any renewals thereof. The monthly
         rental shall commence at the per space rate therefore indicated in
         Paragraph 1 hereinabove and shall thereafter be adjusted to the rate
         generally charged by Landlord.

31.      SUBSTITUTION OF PREMISES

         At any time hereafter, Landlord may substitute for the Premises other
         premises (herein referred to as the "New Premises") provided:

         (a)      The New Premises shall be substantially similar to the
                  Premises in area and use for Tenant's purposes and shall be
                  located in the Building;

         (b)      The rental for the New Premises shall be adjusted in
                  accordance with Landlord's scheduled lease rates but shall
                  not exceed the rental paid for the Premises;

         (c)      If Tenant is already in occupancy of the Premises, then in
                  addition:

                  (i)      Landlord shall pay the expense of Tenant for moving
                           from the Premises to the New Premises and for
                           improving the New Premises so that they are
                           substantially similar to the Premises; and

                  (ii)     Landlord shall first give Tenant at least thirty
                           (30) days notice before making such change. If
                           Landlord shall exercise its right hereunder, the New
                           Premises shall thereafter be deemed for the purposes
                           of this Lease as the Premises.

32.      LANDLORD'S RIGHT TO ALTER COMMON AREAS

         Without abatement or diminution in rent, Landlord reserves and shall
         have the right to change the street address and/or location of
         entrances, passageways, doors, doorways, corridors, elevators, stairs,
         toilets, or other common areas of the Building or the complex without
         liability to Tenant.

33.      EXCULPATION

         Notwithstanding anything to the contrary set forth in this Lease, it
         is specifically understood and agreed by Tenant that there shall be
         absolutely no personal liability on the part of Landlord or on the
         part of the partners of Landlord with respect to any of the terms,
         covenants and conditions of this Lease, and Tenant shall look solely
         to the equity of Landlord in the Property for the satisfaction of each
         and every remedy of Tenant in the event of any breach by Landlord of
         any of the terms, covenants and conditions of this Lease to be
         performed by Landlord. This exculpation of personal liability is
         absolute and without any exception whatsoever, and is an inducement by
         Tenant for Landlord to enter into this Lease.


                                      17
<PAGE>


34.      SUCCESSORS AND ASSIGNS

         Except as otherwise provided in this Lease, all of the covenants,
         conditions and provisions of this Lease shall be binding upon and
         shall inure to the benefit of the parties hereto and their respective
         heirs, personal representatives, successors and assigns.

35.      SECURITY AGREEMENT

         Tenant hereby grants to the Landlord a security interest under the
         uniform commercial code as adopted by the State of Florida in all the
         furniture and fixtures, goods and chattels of the Tenant now owned or
         hereafter acquired, which may be brought or put on The Premises, as
         security for the payment of any rent herein reserved, and agrees that
         such security interest as well as the Florida Statutory Landlord's
         lien for the payment of any rent may be enforced by distress,
         foreclosure or otherwise, at the option of the Landlord, and Tenant
         agrees that such lien is granted to the Landlord and vested in
         Landlord.

36.      ATTORNEY'S FEES

         Tenant further agrees that in case of the failure of said Tenant to
         pay the rent herein reserved when the same shall become due, and it
         becomes necessary for the Landlord to collect said rent by suit or
         through an attorney, or should Landlord employ an attorney because of
         the breach of any of the terms, covenants or agreements contained in
         this lease, the Tenant will pay the Landlord a reasonable attorney's
         fee together with all costs and charges incurred by, through or in
         connection with such collection or in any other suit or action or
         appeal which may be brought in any Court because of a breach of any
         terms, covenants or agreements contained in this Lease.

37.      MECHANICS LIEN

         The Tenant shall have no authority to incur, create or permit, and
         shall not incur, create, allow, permit or suffer, any lien for labor
         or materials or services to attach to the interest or estate of either
         the Landlord or the Tenant in the Demised Premises or in the building
         or other real estate of which the Demised Premises form a part; and
         neither the Tenant nor anyone claiming by, through or under the
         Tenant, shall have any right to file or place any labor or material
         lien of any kind or character whatsoever or any mechanics lien or
         other lien of any kind, upon the Demised Premises or the building or
         other real estate of which the Demised Premises form a part, so as to
         encumber or affect the title of the Landlord, and all persons
         contracting with the Tenant directly or indirectly, or with any person
         who in turn is contracting with the Tenant, for the erection,
         construction, installation, alteration or repair of the demised
         premises or any improvements therein or thereon, including fixtures
         and equipment, and all material-men, contractors, mechanics, laborers,
         architects, from the date of this instrument, they and each of them
         must look to the Tenant only to secure the payment of any bills or
         charges or claims for work done, or materials furnished, or services
         rendered or performed during the term hereby demised.

38.      RECORDATION

         This Lease shall not be recorded.

39.      RADON GAS:

         Radon is a naturally occurring radioactive gas that, when it has
         accumulated in a building in sufficient quantities, may present health
         risk to persons who are exposed to it over time. Levels or radon that
         exceed Federal and State Guidelines have been found in buildings in
         Florida. Additional information may be obtained from your county
         public health unit.


                                      18
<PAGE>


40.      REAL ESTATE BROKER:        N/A


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


WITNESS:                            LANDLORD:

s/s Steven Kurcan                      BANKERS LIFE INSURANCE COMPANY
-----------------------------

-----------------------------       By: s/s Douglas B. Pierce
                                       ----------------------------------------
                                       Signature

                                       Douglas B. Pierce
                                       ----------------------------------------
                                       Printed Name

                                    Title: President & CEO
                                          -------------------------------------

                                    Date: 10/10/01
                                         --------------------------------------


WITNESS:                            TENANT:
                                       INSURANCE MANAGEMENT SOLUTIONS
s/s Steven Kurcan                      GROUP, INC.
-----------------------------

                                    By:  s/s Robert G. Gantley
                                       ----------------------------------------
                                       Signature

                                       Robert G. Gantley
                                       ----------------------------------------
                                       Printed Name

                                    Title: Chief Operating Officer
                                          -------------------------------------

                                    Date: 10/12/01
                                         --------------------------------------


                                      19
<PAGE>


                                  EXHIBIT "A"

       BANKERS BUILDING - 10051 5TH STREET NORTH, ST. PETERSBURG, FLORIDA

                             FLOOR PLAN OF PREMISES




                             Insert floor plan here


<PAGE>


                                  EXHIBIT "B"

                    BUILDING STANDARD RULES AND REGULATIONS


OPERATING HOURS

Standard operating hours will be from 8:00 a.m. to 6:00 p.m. Monday through
Friday and 8:00 a.m. to 1:00 p.m. Saturday. Closed Sunday and all legal
holidays.

For off-hour entry, security measures will be established. This may mean
individual keying, card entry or watchman sign-in station.

We realize that there is a trend toward two and three shift office operation.
Should this occur, security will be established and the additional cost will be
borne by the Tenant or Tenants involved.

Appropriate identification will be required for any persons wishing to enter
the building after normal operating hours.

BUILDING DIRECTORIES

Directories will be supplied by the Landlord to show the name and location of
the Tenants only. One name will be displayed. Additional names must be approved
the Landlord and paid for by the Tenant.

FREIGHT AND LARGE ITEMS

The freight elevator must be used to move items in or out of the building. This
requires the Tenant to schedule or notify the building personnel of the need
for the elevator so as to eliminate confusion. Every effort will be made to
comply, but priorities and unforeseen conditions often make compliance
difficult.

Any damage done to the premises by the moving of the Tenant's items shall be
repaired at the Tenant's expense.

Removal from the Tenant's space of a large amount of cartons or debris
requiring time of building personnel beyond standard cleaning time will be
billed to Tenant.

At times, items leaving the building will be checked by building personnel to
ascertain ownership.

TENANT IMPROVEMENTS

All plans and specifications for Tenant fit-up, improvements and any future
alterations shall be approved by Landlord.

SIGNS AND DISPLAYS

Each Tenant shall have a sign to identify the business.

For offices, the sign must conform to a size and location established for the
building.


<PAGE>


The design and color must be approved by the Landlord.

Signs cannot be affixed to office entrance doors except in unusual conditions.

For retail stores, signs must be compatible with the design of the storefront
and the surrounding areas. Special attention must be given to color and
lighting so as to maintain the design integrity of the building both inside and
out.

Signs used within the store and visible to the public must be of a style,
material and character in keeping with the building. No paper signs can be used
or fastened to the windows. No easels will be permitted in the lobby area in
front of the store.

All sign designs shall be approved by Landlord and the Landlord reserves the
right to have any signs or displays removed that do not conform to the high
standards of the building.

OBSTRUCTION OF TRAFFIC AISLES AND CORRIDORS

All Tenants, both office and retail, shall not place any item of furniture or
equipment or sign or display or any other item in a corridor or aisle or lobby
or any other space, that will impede access or clutter the area. We realize
that at times it is necessary to place things outside of the demised premises
in order to perform certain tasks. However, we expect that every effort will be
made to remove these as fast as possible. If the items remain overlong, the
Landlord reserves the right to remove them and will charge the Tenant for
handling and storage.

ADVERTISING, PROMOTIONS, ETC.

The name of the building nor the picture of the building shall not be used for
any type of promotion without consent of the Landlord. Also advertising,
brochures, promotions, etc., in which large numbers of people will be arriving
or the lobby will be used as a reception or staging area, must be approved by
the Landlord. If additional building personnel are needed, a charge will be
established for their services.

DAMAGING OR DEFACING PREMISES

The landlord desires to maintain the building in a first-class condition. Any
surfaces such as window sills, walls, doors, window coverings, etc. damaged by
the Tenant or visitors to the Tenant spaces will be repaired by the building
and all costs will be billed to the Tenant.

All damages will be repaired as soon as possible to maintain the building
appearance.

Tenant shall not do any painting, floor laying, cutting, drilling or other
major work in his premises without the consent of the Landlord.

Tenant shall not install any heavy articles such as a safe without expressed
consent of the Landlord. Should it be necessary to reinforce the floor, etc.
and it is possible, it will be done at Tenant's expense.

WINDOWS, ETC.

The Tenant shall not attach anything to the windows.


<PAGE>


Building standard window coverings will be used in all office windows.

Should the Tenant install drapes, they shall be hung on the office side of the
standard window coverings and must not be visible from the street.

No obstruction shall be built or placed at the windows that would impede the
work of the window washers.

ELECTRONIC DEVICES

We are in the age of electronics and the use of these devices will increase.

It is imperative that all electronic items be controlled so as not to conflict
with the operation of equipment to adjoining offices or throughout the
building.

The Landlord does not want to be a watchdog in these matters. However, should
conflicts be brought to our attention and in an effort to maintain a happy,
productive working climate, we will take the necessary action within our power.

VENDING EQUIPMENT AND FOOD

Vending or food service equipment will not be allowed in the office areas.
Coffee makers, hot water makers and water coolers are the exceptions.

NOISE OR ODORS

No equipment or item or product will be allowed in the offices that makes noise
or emits odors that are in annoyance to any other areas of the building.

ANIMALS

No animals are allowed in the building except for the guide dog of a blind
person.

CANVASSING OR SELLING

No one, Tenant or otherwise, will be allowed to canvass, solicit or sell, going
from office to office throughout the building.

COMPLIANCE WITH LAWS

Tenants shall comply with all laws, ordinances and regulations that fit his
unique business and as they apply to the occupancy of the premises.

The premises shall be used for the performance and the operation of his
business only.

HAZARDOUS MATERIALS

The Tenant shall not use or allow into the building any volatile materials,
flammable fluids or oils, explosives or other items such as chemicals that may
be dangerous to people or property.


<PAGE>


KEYS...LOCKS

The Tenant will be given up to five keys for his entrance door and any other
special locked rooms as stated in the Lease. Additional keys will be at his
expense. For those requesting entry during off building hours, special
arrangements will be made for keys.

All keys will be returned to the Landlord at termination of Lease.

Tenant will not install additional locks on any doors or windows within the
building nor change any locks.

HEATING, VENTILATING AND AIR CONDITIONING STANDARDS

1.       It is agreed that the following standard design criteria shall be
         used:

         1.1      For cooling, the system shall be capable of maintaining
                  inside space conditions of 78 degrees F. dry bulb and a 50%
                  relative humidity with outside conditions of 91 degrees F.
                  dry bulb and 77 degrees F. wet bulb. This design condition
                  shall be based on an electrical load of 4 watts per square
                  foot and an average occupancy of one person per 100 square
                  feet of rentable area.

         1.2      For heating, the system shall be capable of maintaining
                  inside space conditions of 70 degrees F. Dry bulb with
                  outside temperature of 49 degrees F.

2.       All ductwork shall be thermally and acoustically insulated wherever
         required by good practice for this type of work, and shall be designed
         and installed in accordance with good engineering practice and/or
         American Society of Heating, Refrigeration and Air Conditioning
         Engineers recommendation.

3.       Diffuser type and design, which shall be Anemostat or an approved
         equal and the manufacturer of same shall be subject to the approval of
         the Tenant's engineer.

4.       Particular attention shall be given to the adequacy of return air
         methods.

5.       Adequate smoke exhausts shall be provided for all conference and
         meeting rooms. Separate exhausts shall also be provided for all
         kitchen and toilet areas. All such exhausts shall be expelled to the
         outer air and shall not be recirculated.

6.       Separate thermostatic temperature controls shall be provided for
         exterior zones, and for the interior zone, as designated on Tenant's
         final working drawings.

7.       Replaceable filters shall be maintained and cleaned by the Landlord as
         required for satisfactory operation.

8.       The Landlord shall provide a preventative maintenance program to
         insure efficient and continuous satisfactory operation of the
         air-conditioning system.

9.       All zones serving spaces occupied by the Tenant shall have the
         thermostats that control those zones installed within the Tenant's
         space.