EXHIBIT 10.7

                                 LEASE AGREEMENT

         THIS LEASE is made and executed by and between CARL HERNDON
("Landlord") and JUPITER MARINE INTERNATIONAL HOLDINGS, INC., a Florida
corporation ("Tenant").

                                   SECTION I.
                    DEMISE AND DESCRIPTION OF LEASED PROPERTY
                    -----------------------------------------

         Landlord hereby leases to Tenant and Tenant leases from Landlord that
certain premises situated at:

                  1101 & 1103 12th Avenue East, Palmetto, FL 34221

and all furniture, fixtures, equipment and improvements located thereon (the
"Premises"). Notwithstanding the foregoing, Landlord represents and warrants
that Landlord shall bring the Premises into compliance with all laws, rules,
statutes and codes for the intended use of the Premises. Other than the Landlord
requirement to bring the Premises into compliance, it is specifically agreed and
understood that the Premises are being leased to Tenant in its "AS-IS" physical
condition and Landlord shall not be obligated or responsible to correct, repair
or improve any physical condition of the Premises or the Building. Tenant shall
not use or permit the Premises or any part thereof to be used for any purpose or
purposes other than what is currently allowable under the current applicable
zoning for the Premises.

                                  SECTION II.
                                      TERM
                                      ----

         The term of this Lease shall be for five years, commencing on December
6, 2005 (the "Commencement Date") and ending on December 5, 2010. This Lease
shall automatically renew for three (3) additional terms of five (5) years each
("Renewal Periods"); however, Landlord may terminate this Lease prior to the
commencement of any of the Renewal Periods.

                                  SECTION III.
                                  MONTHLY RENT
                                  ------------

         Tenant shall pay to the Landlord as rent the following sums ("Monthly
Rent") plus applicable sales tax:
<TABLE>
<CAPTION>
         INITIAL TERM:
<S>                                                       <C>
         December 6, 2005 - January 5, 2006:              $10,000.00 plus sales tax and additional rent
         January 6, 2006 - February 5, 2006:              $20,000.00 plus sales tax and additional rent
         February 6, 2006 - December 5, 2006:             $30,700.00 plus sales tax and additional rent
         December 6, 2006 - December 5, 2007:             $32,235.00 plus sales tax and additional rent
         December 6, 2007 - December 5, 2008:             $33,846.75 plus sales tax and additional rent
         December 6, 2008 - December 5, 2009:             $35,539.09 plus sales tax and additional rent
         December 6, 2009 - December 5, 2010:             $37,316.04 plus sales tax and additional rent
</TABLE>
         For each of the Renewal Periods, annual rent shall increase by 5% per
year. (For example, during the first Renewal Period, Monthly Rent for the period
of December 6, 2010 through December 5, 2011 shall be $39,181.84 and Monthly
Rent for the period of December 6, 2011 through December 5, 2012 shall be
$41,140.93.)
<PAGE>
         In addition to Monthly Rent, each month, Tenant shall also pay to
Landlord additional rent equal to one-twelfth of the estimated real property
taxes for the Premises. Landlord shall notify Tenant prior to each Lease year of
the estimated real property taxes for the following Lease Year. Once the actual
property taxes for the Premises can be ascertained, an adjustment shall be made
accordingly (either Landlord will give Tenant a credit if the amount collected
is higher than actual property taxes or Tenant shall pay Landlord the difference
as additional rent if the amount actually collected is lower than actual
property taxes). The monthly installments (including additional rent) shall be
payable in advance on the first day of each month, but the Monthly Rent shall
not be late until after the tenth day of each month. In the event any rental
payment, of any type, due hereunder, shall not be paid by the tenth day of each
month, in addition to any other rights Landlord shall have, a Late Payment
Penalty of five percent (5%) of the amount of such payment not timely made shall
be due to Landlord. In addition to any late payment penalty, interest shall
accrue on any such payments from the date of default, at a rate equal to the
lesser of eighteen percent (18%) per annum, or the maximum interest rate allow
by law. All rent payable to the Landlord under any provision of this Lease shall
be paid to the Landlord or as the Landlord may otherwise designate, in lawful
money of the United States, at the address of the Landlord or such other place
as the Landlord in writing may designate, without any set-off or deduction
whatsoever, and without prior demand therefore.

                                  SECTION IV.
                                SECURITY DEPOSIT
                                ----------------

         Tenant shall deposit with Landlord the amount of $50,000.00 ("Security
Deposit"), upon Tenant's execution and submission of this Lease. The Security
Deposit shall be in the form of cash payable to the Landlord. The Security
Deposit shall serve as security for the prompt, full and faithful performance by
Tenant of the terms and provisions of this Lease. In the event that Tenant is in
Default hereunder and fails to cure within any applicable time pertained under
this Lease, or in the event that Tenant owes any amounts to Landlord upon the
expiration of this Lease, Landlord may use or apply the whole or any part of the
Security Deposit for the payment of Tenant's obligations hereunder. Landlord
shall not be required to keep the Security Deposit separate from Landlord's
general funds or pay interest on the Security Deposit. Any remaining portion of
the Security Deposit shall be returned to Tenant within ten (10) days after
Tenant has vacated the Premises.

                                  SECTION V. S
                           EXPENSES - TRIPLE NET LEASE
                           ---------------------------

         The parties agree that this Lease is a "Triple Net Lease" and Tenant
shall pay all expenses in connection with the Premises, including, but not
limited to all building maintenance, landscaping and lawn care, real estate
taxes, personal property taxes, insurance, assessments, utilities and utility
deposits. Tenant shall pay all applicable sales tax on the rent payments.

                                  SECTION VI.
                          WASTE AND NUISANCE PROHIBITED
                          -----------------------------

         Tenant shall not commit, or suffer to be committed, any waste or
nuisance on the Premises.
                                       2
<PAGE>
                                  SECTION VII.
                                   ABANDONMENT
                                   -----------

         Tenant shall not vacate or abandon the Premises at any time during the
term of this Lease and if Tenant shall abandon, vacate or surrender the
Premises, or be dispossessed by process of law or otherwise, any personal
property belonging to Tenant and left on the Premises shall, at the option of
the Landlord, be deemed to be abandoned.

                                 SECTION VIII.
                                ENTRY BY LANDLORD
                                -----------------

         In addition to Landlord's rights pursuant any other provision of the
Lease, Landlord and Landlord's employees and other agents shall have the tight,
but not the obligation, at all reasonable hours, to enter upon, and pass through
the Premises from time to time in, order to (a) make an examination of the
Premises, and (b) show the Premises to prospective purchasers, mortgagees,
prospective mortgagees, and others. In the event of an emergency, Landlord and
Landlord's employees and other agents shall have the right, but not the
obligation, without any notice to Tenant to (a) enter upon and pass through the
Premises as Landlord shall deem appropriate to respond to the emergency, and (b)
take such other or further action to make repairs or alterations for the safety
and preservation of the Premises. Landlord shall conduct its activities on the
Premises as allowed in this Section in a manner that will cause the least
possible inconvenience, annoyance or disturbance to Tenant.

                                  SECTION IX.
                                 EMINENT DOMAIN
                                 --------------

         If a portion of the Premises should become subject to an eminent domain
proceeding, Tenant shall be required to continue to pay any and all amounts due
under this Agreement so long as the Tenant has the use of the Premises. If the
Premises shall become subject to an eminent domain proceeding, this Agreement
shall terminate upon the date that possession of the Premises is granted to any
such governmental authority, either by an award by a court of competent
jurisdiction or by agreement between the Landlord and any such governmental
agency.

                                   SECTION X.
                                     NOTICES
                                     -------

         All notices, demands, or communications that either party desires or is
required to give to the other party shall be in writing and shall be deemed duly
delivered when delivered by a commercially recognized overnight service (such as
Federal Express) or by certified mail, return receipt requested and addressed as
follows:

                  To Landlord:    Carl Herndon
                                  2720 NE 44th Street
                                  Lighthouse Point, FL 33064

                  To Tenant:      Jupiter Marine International Holdings, Inc.
                                  3391 SE 14th Avenue
                                  Ft. Lauderdale, FL 33316

         Either party may change its address for notification purposes by
notifying the other party of such change of address in the manner as above
provided.
                                       3
<PAGE>
                                  SECTION XI.
                                   ALTERATIONS
                                   -----------

         During the Term of the Lease, Tenant will make no alterations,
additions or improvements in or to the Premises, of any kind or nature,
including, but not limited to, alterations, additions or improvements in, to, or
on, telephone or computer installations (the "Alterations"), without the prior
written consent of Landlord, which consent may be granted or withheld in
Landlord's sole discretion. Should Landlord consent to any proposed Alterations
by Tenant, such consent will be conditioned upon Tenant's agreement to comply
with all requirements established by Landlord. All Alterations made hereunder
will become Landlord's property when incorporated into or affixed to the
Building. However, at Landlord's option Landlord may, at the expiration of the
Lease Term, require Tenant, at Tenant's expense, to remove Alterations made by
or on behalf of Tenant and to restore the Premises to its original condition.

                                  SECTION XII.
                      DAMAGE OR DESTRUCTION OF IMPROVEMENTS
                      -------------------------------------

         Tenant shall complete any work of restoration, repair, replacement or
rebuilding with respect to the Premises required to be performed as a result of
condemnation by any applicable governmental authority or fire or other casualty
during the Term of the Lease (the "Restoration Work"), which becomes necessary
at any time during the Term. Whenever Tenant shall be required under the Lease
to carry out any Restoration Work, Landlord shall be entitled to receive any
applicable Insurance proceeds and condemnation award in trust. Landlord may
apply all or any portion of such proceeds to cure a default by Tenant, and shall
otherwise disburse, in Landlord's reasonable discretion, such proceeds or awards
to Tenant for reimbursement for the costs and expenses of such Restoration Work.
With respect to any Restoration Work, Tenant shall (a) obtain Landlord's prior
written approval of Tenant's construction plans, budget, and schedule; (b)
provide Landlord with true and complete certified copies of all permits and
authorizations from applicable government authority necessary to complete such
Restoration Work; (c) provide Landlord with evidence, satisfactory to Landlord,
that Tenant has sufficient insurance coverages and funds earmarked to complete
such Restoration Work; and (d) provide Landlord with evidence, satisfactory to
Landlord, of payment and performance bonds. Tenant shall carry out any
Restoration Work in a good and workmanlike manner, lien free, in accordance with
the plans approved by Landlord and in compliance with all applicable building,
land use and zoning laws, codes and ordinances and all of the terms and
conditions of the Lease. Accordingly, Tenant shall (a) diligently obtain all
permits and authorizations from applicable governmental authority necessary for
the Restoration Work at the earliest possible date; (b) commence the Restoration
Work at the earliest possible date; and (c) thereafter in a diligent and
continuous manner, and in accordance with the construction schedule which has
been approved by Landlord, prosecute the Restoration Work to completion at the
earliest possible date. If Tenant shall fail or neglect at any time to supply
sufficient workmen or sufficient materials of proper quality, or fail in any
other respect to prosecute any Restoration Work in a diligent and continuous
manner, then Landlord may give notice to Tenant of such failure or neglect. If
such failure or neglect continues for 10 days after such notice, then Landlord,
in addition to all other rights which Landlord may have, shall have the right,
but not the obligation, to do any or all of the following as Landlord deems
necessary to complete such Restoration Work: (a) declare a default by Tenant
under the Lease; (b) enter upon the Premises; (c) provide, or cause to be
provided, labor and/or materials upon the Premises; (d) perform, or cause to be
performed, any contract; and (e) do or cause to be done, such other acts and
things as Landlord may deem advisable. Landlord shall be entitled to
reimbursement, out of any Insurance proceeds, condemnation awards, and any other
                                       4
<PAGE>
monies held by Landlord for application to the cost of Restoration Work, for all
costs and expenses incurred by Landlord in completing any Restoration Work
pursuant to this Section. All such costs and expenses for which Landlord is not
so reimbursed shall be borne by Tenant, in addition to any or all damages to
which Landlord shall be entitled under the Lease. Upon Landlord's demand, which
may be made from time to time as such costs and expenses are incurred, Tenant
shall pay for such costs and expenses as additional Rent.

                                 SECTION XIII.
                                    UTILITIES
                                    ---------

         Tenant shall, at Tenant's own cost and expense, arrange for and obtain
all such utility services as are necessary for Tenant's use of the Premises,
including those for drainage, water, sewer, electricity, power, gas, heating,
lighting, telephones, cable television, and other electronic communications.
Tenant shall pay when due all fees and charges in connection with the providing
of such services without any offset against the Rent. Tenant shall, at Tenant's
own cost and expense, arrange for and be responsible for the maintaining the
landscaping located adjacent to the Premises.

                                  SECTION XIV.
                                      LIENS
                                      -----

         Tenant shall keep all of the Premises and every part thereof free and
clear of any and all mechanics' liens and other liens in connection with work or
labor done, services performed, or materials or appliances used or furnished for
or in connection with any operations of the leased Premises. Tenant shall at all
times promptly and fully pay and discharge all claims on which any such lien may
be based, and Tenant shall indemnify Landlord against all such liens and claims
of liens and suits or other proceedings pertaining thereto.

         Tenant shall have the right to contest the correctness of the validity
of any such lien if, upon demand by Landlord, Tenant procures a good and
sufficient surety bond naming Landlord as the beneficiary against any such lien.
In addition, the Tenant shall pay any cost, liability, or damage resulting from
such contest. The bond shall provide for the payment of any sum that the
claimant may recover on the claim together with costs of suit, if it recovers in
the action.

                                  SECTION XV.
                                    INSURANCE
                                    ---------

         (1) Required Insurance. Tenant shall, at Tenant's own cost and expense,
obtain and maintain at all times during the Term the following types of
insurance ("Insurance"):

         (i)      general liability insurance and premises liability insurance,
                  including, without limitation, protecting against any and all
                  liability occasioned by negligence, occurrence, accident, or
                  disaster in or about the Premises, with such insurable limits
                  as Landlord may from time to time require with respect to any
                  one occurrence, accident, disaster, or incident of negligence,
                  with respect to injuries to any one person, and with respect
                  to damage to property. In no event shall such limits be less
                  than $1,000,000 per occurrence and $5,000,000 in the
                  aggregate;
                                       5
<PAGE>
         (ii)     hazard insurance, protecting with extended coverage and broad
                  form coverage against loss or damage to the Premises by fire,
                  lightning, windstorm, hail, flood, explosion, hurricane, riot,
                  civil commotion, vehicles, aircraft, smoke, war damage (when
                  available), falling objects, collapse, sudden tearing asunder,
                  breakage of glass, freezing, electricity, sprinkler damage,
                  water damage, earthquake, vandalism, malicious mischief, and
                  such other insurable risks, casualties, and hazards as
                  Landlord may from time to time specify, in an amount of the
                  greater of either (i) $3,000,000, or (ii) an amount that
                  represents the full replacement value of the Premises, without
                  deduction for depreciation. Such full replacement value shall
                  be determined, at Tenant's expense, at annual intervals, by
                  one or more of the insurers, or by an architect, contractor,
                  appraiser, or appraisal company selected by Tenant and
                  acceptable to Landlord in Landlord's sole discretion. Subject
                  to the requirements of Landlord's mortgagee (if any), all
                  proceeds from hazard insurance shall be applied, in accordance
                  with the applicable restoration provisions of the Lease, to
                  the cost of any Restoration Work (hereinafter defined) with
                  respect to the damage which occasioned the payment of such
                  proceeds;

         (iii)    such worker's compensation insurance, employer's liability
                  insurance, and other insurance as may be required from time to
                  time by applicable law;

         (iv)     Tenant shall be responsible for maintaining insurance for
                  Tenant's property located at the Premises.

         (2) Delivery. All Insurance, together with receipts showing payment of
the premiums, shall be delivered to, and left in the possession of Landlord. All
renewals of Insurance shall be delivered to Landlord no less than 30 days before
the expiration date of the Insurance then in effect.

         (3) Form and Substance. All Insurance shall (a) be in such form and
substance, in such amounts, and with such company or companies licensed to do
business in the State of Florida as are satisfactory to Landlord; (b) name as
insureds Tenant, Landlord, and Landlord's mortgagee(s) (if any); (c) include a
mortgagee clause in standard form if there are any such mortgagees; (d) require
notice of any cancellation or change to be sent to Landlord at least 30 days
before such cancellation or change, or, if such 30-day notice period is
generally unavailable, such lesser notice period as is generally available from
time to time; and (e) provide that the loss, if any, shall be payable to
Landlord.

         (4) Insurance Obtained by Landlord. If, at any time or times during the
Term, Tenant shall neglect or fail to obtain, deliver to Landlord, and maintain
in full force and effect any insurance, Landlord:

         (i)      may effect such Insurance as the agent of Tenant by taking out
                  a policy or policies issued by a company or companies
                  satisfactory to Landlord. The amount of the premium or
                  premiums paid for such Insurance by Landlord shall be
                  immediately due from Tenant to Landlord as additional Rent
                  upon demand; and

         (ii)     shall not be limited, in the proof of any damages which
                  Landlord may claim against Tenant arising out of or by reason
                  of such neglect or failure, to the amount of the premium or

                                       6
<PAGE>
                  premiums not paid or incurred by Tenant which would have been
                  payable upon such Insurance, but shall also be entitled to
                  recover as damages for such breach, the uninsured amount of
                  any loss, liability, damage, claim, cost, and expense of suit,
                  judgment, and interest suffered or incurred by Landlord.

         (5) Assignment Upon Default. From and after the occurrence of an
default by Tenant, or the occurrence of any other event, which would give
Landlord the right to terminate the Lease, all right, title, and interest of
Tenant in and to any Insurance, including any premium for and dividends upon
such Insurance, are assigned to Landlord. This provision shall be
self-operating, and no further documentation shall be necessary now or in the
future to evidence or to confirm such assignment.

                                  SECTION XVI.
                            INSOLVENCY AND BANKRUPTCY
                            -------------------------

         Either (a) the filing by Tenant of a voluntary petition in bankruptcy
or the making of an assignment for the benefit of creditors, or (b) the
consenting by Tenant to the appointment of a receiver or trustee of all or any
part of its property, or (c) the filing by a Tenant of a petition or answer
seeking reorganization under the Bankruptcy Act or any other applicable law, or
(d) the filing by Tenant of a petition to take advantage of any insolvency act
shall constitute a breach of this Lease by the occurrence of any such event.
This Lease shall terminate ten days after written notice of termination given by
Landlord to Tenant. Upon the occurrence of any of (a), (b), (c) or (d) above,
Tenant shall notify Landlord of the same.

                                 SECTION XVII.
                                TENANT'S DEFAULT
                                ----------------

         The occurrence of any of the following events shall constitute a
default by Tenant:

         (1) failure to pay rent within five days after such rent becomes due,
or

         (2) abandonment and vacation of the Premises or failure to occupy for
thirty consecutive days, or

         (3) failure to perform any other provisions of this Lease if the
failure to perform is not cured within ten days after notice has been given to
Tenant, except that Tenant shall perform its obligations immediately if the
nature of the problem presents a hazard or emergency. If the default cannot
reasonably be cured within ten days, Tenant shall not be in default of this
Lease if Tenant commences to cure the default within the thirty-day period and
diligently and in good faith continues to cure the default.

         (4) Notices given under this Section shall specify the alleged default
under the applicable lease provision(s) and shall demand that Tenant perform
under the appropriate provision(s) of this Lease.

                                 SECTION XVIII.
                               LANDLORD'S REMEDIES
                               -------------------

         In the event of a default by Tenant, Landlord may without limiting
Landlord in the exercise of any other right or remedy , which may be provided by
law:
                                       7
<PAGE>
         (1) terminate Tenant's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Tenant shall
surrender possession of the Premises to Landlord. In such event Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default, including but not limited to recovery for the loss of rent,
the cost of receiving possession of the Premises and any necessary renovations
and alterations on the Premises. In the event Tenant shall have abandoned the
Premises, Landlord shall have the option of (a) taking possession of the
Premises and recovering from Tenant the amount specified in this Paragraph or
(b) proceeding under the provisions of the following Paragraph.

         (2) maintain Tenant's right to possession, in which case this Lease
shall continue in effect whether or not Tenant shall have abandoned the
Premises. In such event, Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

                                  SECTION XIX.
                    LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT
                    -----------------------------------------

         Landlord, at any time after Tenant commits a default, may cure the
default at Tenant's cost. If Landlord at any time, by reason of Tenant's
default, pays any sum or does any act that requires the payment of any sum, the
sum paid by Landlord shall be due immediately from Tenant to Landlord at the
time the sum is paid, plus interest at ten percent (10%) per annum.

                                  SECTION XX.
                               LANDLORD'S DEFAULT
                               ------------------

         Landlord shall be in default of the terms of this Lease if it fails to
perform any provision of this Lease that it is obligated to perform and such
failure to perform is not cured within thirty days after notice has been given
to Landlord, except that Landlord shall perform its obligations immediately if
the nature of the problem presents a hazard or emergency. If the default cannot
reasonably be cured within thirty days, Landlord shall not be in default of this
Lease if Landlord commences to cure the default within the fifteen-day period
and diligently and in good faith continues to cure the default.

         Notices given under this Section shall specify the alleged default
under the applicable Lease provision(s) and shall demand that Landlord perform
under the appropriate provision(s) of this Lease.

                                  SECTION XXI.
                                 INDEMNIFICATION
                                 ---------------

         Tenant agrees to indemnify, defend and hold harmless Landlord and its
agents from and against all claims, causes of actions, liabilities, judgments,
damages, losses, costs and expenses, including reasonable attorneys' fees and
costs through all appeals, incurred or suffered by Landlord and arising from or
in any way connected with the Premises or the use thereof or any acts,
omissions, neglect or fault of Tenant or any of Tenant's contractors, employees,
agents or invitees, including, but not limited to, any breach of this Lease or
any death, personal injury or property damage occurring in or about the Premises
or arising from Hazardous Waste or arising from Tenant's holdover after
expiration of the Term. Tenant will reimburse Landlord upon request for all

                                       8
<PAGE>
costs incurred by Landlord in the interpretation and enforcement of any
provision of this Lease and/or the collection of any sums due to Landlord under
this Lease, including collection agency fees, and reasonable attorneys' fees and
costs, regardless of whether litigation is commenced, and through all appellate
actions and proceedings if litigation is commenced.

                                 SECTION XXII.
                                 ATTORNEYS' FEES
                                 ---------------

         If either party commences an action against the other party resulting
from or in connection with this Lease, the prevailing party shall be entitled to
recover from the losing party reasonable attorneys' fees and costs of suit at
the pre-trial, trial, and appellate levels.

         Should Landlord be named as a Defendant in any suit brought against
Tenant in connection with or resulting from Tenant's occupancy of the Premises,
then Tenant shall pay to Landlord its costs and expenses incurred in such suit,
including reasonable attorneys' fees.

         Should Tenant be named as a Defendant in any suit brought against
Landlord in connection with or resulting from Landlord's ownership of the
Premises, then Landlord shall pay Tenant its costs and expenses incurred in such
suit, including reasonable attorneys' fees.

                                 SECTION XXIII.
                               REMEDIES CUMULATIVE
                               -------------------

         All remedies hereinbefore and hereinafter conferred on Landlord and
Tenant shall be deemed cumulative and no one remedy shall be exclusive of the
other or any other remedy conferred by law.

                                 SECTION XXIV.
                                    AUTHORITY
                                    ---------

         Landlord and Tenant represent to each other that each party has the
power and authority to execute, deliver and perform this Lease and to carry out
its terms and performance of this Lease.

                                  SECTION XXV.
                             ASSIGNMENT AND SUBLEASE
                             -----------------------

         Without Landlord's prior written consent, which may be granted or
withheld in Landlord's sole discretion, Tenant shall not in any manner make, or
permit or suffer to occur, any assignment, sublease or occupancy arrangement,
conveyance, transfer, conditional or collateral assignment, pledge,
hypothecation, or other encumbrance, whether by operation of law or otherwise,
of the Lease or any interest in the Lease. Any of the foregoing done without
Landlord's prior written consent shall be void. Any assignment, conveyance, or
transfer, by operation of law or otherwise, of 50% or more of the ownership
and/or voting interest, legal or equitable, in Tenant in one or more
transactions over time shall be deemed an assignment of an interest in the Lease
for the purposes of this Section, without Landlord's prior written consent which
may be granted or withheld in Landlord's sole discretion. Tenant shall not in
any manner permit or suffer to occur at any time during the Term the operation
of any business at or upon the Premises by any person or entity other than
Tenant.
                                       9
<PAGE>
                                 SECTION XXVI.
                              ESTOPPEL CERTIFICATES
                              ---------------------

         Tenant agrees that within seven (7) days after request by any mortgagee
of the Premises. Tenant will execute, acknowledge and deliver to the mortgagee a
notice in form and substance satisfactory to the mortgagee, setting forth such
information as the mortgagee may require with respect to the Lease and/or the
Premises. If for any reason Tenant does not timely comply with the provisions of
this Section, Tenant will be deemed to have confirmed that the Lease is in full
force and effect with no defaults on the part of either part and without any
right of Tenant to offset, deduct or withhold any Rent.

                                 SECTION XXVII.
                                     WAIVER
                                     ------

         The waiver by either Landlord or Tenant of any term, covenant, or
condition herein contained or the failure of either Landlord or Tenant to take
action with respect to any breach thereof shall not be deemed to be a waiver of
such term, covenant, or condition or any breach of any term, covenant, or
condition herein contained.

         The subsequent acceptance of rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any term, covenant,
or condition of this Lease, other than the failure of Tenant to pay the
particular rent so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such rent.

                                SECTION XXVIII.
                                  HOLDING OVER
                                  ------------

         Any holding over after the expiration of the term of this Lease without
the express written consent of the Landlord shall be construed to be a "hold
over" subject to the provisions of Fla. Stat. 83.06 for the period immediately
after the expiration of the term of this Lease Agreement and such hold over
period shall be otherwise subject to the same terms and conditions specified in
this Lease.

                                 SECTION XXIX.
                         APPLICABLE LAW AND CONSTRUCTION
                         -------------------------------

         The laws of the State of Florida shall govern the validity, performance
and enforcement of this Lease. The invalidity or unenforceability of any
provision of this Lease shall not affect the validity or enforceability of the
remaining provisions of this Lease.

         The headings of the sections contained herein are for reference only
and do not define, limit, or construe the contents of the sections.

                                  SECTION XXX.
                                  PARTIES BOUND
                                  -------------

         The covenants, terms and conditions herein contained shall, subject to
the provisions as to assignment, transfer, and subletting, apply to and bind the
successors and assigns of the parties hereto.

                                       10
<PAGE>
                                 SECTION XXXI.
                       CONDITION OF PREMISES; DISPOSITION
                       ----------------------------------
                         OF IMPROVEMENTS; TRADE FIXTURES
                         -------------------------------

         Tenant shall, on the last day of the Term or upon any termination of
the Lease, surrender and deliver up the Premises into the possession and use of
Landlord (a) without fraud or delay, (b) "broom clean" and in good order,
condition, and repair, (c) free and clear of all letting and occupancies, and
(d) without any payment or allowance by Landlord on account of or for the
Premises. All personal property and other belongings, which are left upon the
Premises at the time of such surrender, shall be deemed to have been abandoned.
Without limiting Landlord's rights and remedies, if Tenant holds over in
possession of the Premises beyond the end of the Lease Term, during the holdover
period the Rent will be double the amount of the Rent due and payable for the
last month of the Lease Term.

                                 SECTION XXXII.
                                  SUBORDINATION
                                  -------------

         The Lease is and at all times will be subject and subordinate to all
present and future mortgages or ground leases which may affect the Premises and
to all recastings, renewals, modifications, consolidations, replacements, and
extensions of any such mortgage(s), and to all increases and voluntary and
involuntary advances made thereunder. The foregoing will be self-operative and
no further instrument of subordination will be required.

                                SECTION XXXIII.
                                ENTIRE AGREEMENT
                                ----------------

         This Lease constitutes the entire agreement of the parties and it may
only be amended or modified by a written agreement signed by both parties and
approved as may be required by any applicable lending institution.

                                 SECTION XXXIV.
                               TIME OF THE ESSENCE
                               -------------------

         Time is of the essence of this Lease and of each and every covenant,
term, and condition hereof.

                                 SECTION XXXV.
                COMPLIANCE WITH ENVIRONMENTAL LAWS AND PROCEDURES
                -------------------------------------------------

         (1) Hazardous Waste. "Hazardous Waste" shall mean toxic or hazardous
waste, pollutants or substances, including, without limitation, bio hazardous
materials, medical waste, asbestos, PCBs, petroleum products and by-products,
substances defined or listed as "hazardous substance", "toxic substance", "toxic
pollutant", or similarly identified substance or mixture, in or pursuant to any
"Environmental Law". "Environmental Law" shall include, but is not limited to,
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. Section 9601, et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. Section 1802, et seq., the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., the Toxic Substance Control
Act of 1976, as amended, 15 U.S.C. Section 2601, et seq., and the Clean Water
Act, 33 U.S.C. Section 446 et seq., as amended. The term "Environmental Law"

                                       11
<PAGE>
also includes, but is not limited to, any present and then applicable federal,
state and local laws, statutes, ordinances, rules, regulations and the like, as
well as common law or other approval of a governmental authority relating to
compliance with Environmental Law by the Premises requiring notification or
disclosure of releases of Hazardous Waste to any governmental authority or other
person or entity, imposing environmental conditions or requirements in
connection with permits or other authorization for lawful activity at the
Premises.

         (2) Tenant's Covenants. Tenant shall not manufacture or dispose of any
Hazardous Waste at the Premises or store or use any Hazardous Waste at the
Premises in such quantities, concentrations, forms or levels, or otherwise in a
manner which is in violation of any applicable Environmental Law. Tenant shall
comply with all Environmental Law and other ordinances and regulations
applicable to the Premises, and shall promptly comply with all governmental
orders and directives for the correction prevention and abatement of any
violations or nuisances in or upon, or connected with, the Premises, all at
Tenant's sole cost and expense. To the extent that Tenant generates any medical
or biohazardous waste in conjunction with Tenant's use of the Premises, Tenant,
at Tenant's sole cost and expense, shall obtain and maintain throughout the
Lease Term a service contract with a duly licensed medical or biohazardous waste
transportation and disposal company. Copies of such service contract shall be
provided to Landlord each year during the Lease Term.

         (3) Indemnification by Tenant. Tenant hereby agrees to indemnify
Landlord and hold Landlord harmless from and against any and all losses,
liabilities, including strict liability, damages, injuries, expenses, including
reasonable attorneys' fees for attorneys of Landlord's choice, costs of any
settlement or judgment and claims of any and every kind whatsoever paid,
incurred or suffered by, or asserted against Landlord by any person or entity or
governmental agency for, with respect to, or as a direct or indirect result of,
the presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission or release from the Premises of any Hazardous Waste (including, without
limitation, any losses, liabilities, including strict liability, damages,
injuries, expenses, including reasonable attorneys' fees for attorneys of
Landlord's choice, costs of any settlement or judgment or claims asserted or
arising under any Environmental Law, and any and all other statutes, laws,
ordinances, codes, rules, regulations, orders or decrees regulating, with
respect to or imposing liability, including strict liability, substances or
standards of conduct concerning any Hazardous Waste), regardless of whether
within Tenant's contract provided that the foregoing was occasioned by the acts
or negligence of Tenant, its agents, employees or licensees. The aforesaid
indemnification and hold harmless agreement shall benefit Landlord from the date
hereof and shall continue notwithstanding any termination of the Lease and,
without limiting the generality of the foregoing such obligations shall continue
for the benefit of Landlord and. any subsidiary of Landlord during and following
any possession of the Premises thereby or any ownership of the Premises thereby,
whether arising by eviction, surrender by Tenant or otherwise, such
indemnification and hold harmless agreement to continue forever.

         (4) Notice of Environmental Complaint. If Tenant shall receive any
notice of: (1) the happening of any material event involving the spill, release,
leak, seepage, discharge or cleanup of any Hazardous Waste at the Premises or in
connection with Tenant's operations thereon; or (2) any complaint, order,
citation or material notice with regard to air emissions, water discharges or
any other environmental, health or safety matter affecting Tenant (an
"Environmental Complaint") from any person or entity, then Tenant immediately
shall notify Landlord orally and in writing of said notice.

         (5) Landlord's Reserve Rights. Landlord shall have the right but not
the obligation (and without limitation of Landlord's rights under the Lease) to

                                       12
<PAGE>
enter onto the Premises or to take such other actions as it shall deem necessary
or advisable to clean up, remove, resolve or minimize, the impact of, or
otherwise deal with, any such Hazardous Waste or Environmental Complaint
following receipt of any notice from any person or entity having jurisdiction
asserting the existence of any Hazardous Waste or an Environmental Complaint
pertaining to the Premises or any part thereof which, if true, could result in
an order, suit or other action against Tenant and/or which, in Landlord's sole
opinion, could jeopardize its security under the Lease. All reasonable costs and
expenses incurred by Landlord in the exercise of any such rights shall be
payable by Tenant upon demand as Rent if same were occasioned by the activities
of Tenant, its employees or licensees.

         (6) Environmental Audits. If Landlord shall have good reason to believe
that Hazardous Waste has been discharged on the Premises by Tenant, its
employees or licensees, Landlord shall have the right, in its sole discretion,
to require Tenant to perform periodically to Landlord's satisfaction (but not
more frequently than annually unless an Environmental Complaint shall be then
outstanding), at Tenant's expense, an environmental audit and, if deemed
necessary by Landlord, an environmental risk assessment of: (a) the Premises;
(b) Hazardous Waste management practices and/or (c) Hazardous Waste disposal
sites used by Tenant. Said audit and/or risk assessment must be by an
environmental consultant reasonably satisfactory to Landlord. Should Tenant fail
to perform any such environmental audit or risk assessment within thirty (30)
days after Landlord's request, Landlord shall have the right to retain an
environmental consultant to perform such environmental audit or risk assessment.
All costs and expenses incurred by Landlord in the exercise of such rights shall
be secured by the Lease and shall be payable by Tenant upon demand as Rent.

         (7) Breach. Any breach of any warranty, representation or agreement
contained in this Section shall be a default under the Lease and shall entitle
Landlord to exercise any and all remedies provided in the Lease or otherwise
permitted by law.

         (8) Radon Gas. In accordance with Florida Law, the following disclosure
is hereby made:

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

                                 SECTION XXXVI.
                               PLACEMENT OF SIGNS
                               ------------------

         At no time during the Term shall Tenant place and/or install, or cause
to be placed and/or installed, any sign upon any part of the Premises, unless
(a) Tenant shall have obtained Landlord's prior written consent, which may be
granted or withheld in Landlord's sole discretion, (b) the sign and its
placement and/or installation are in full compliance at all times with all
requirements of applicable law and governmental authority, and (c) Tenant shall
bear all costs and expenses related to the sign and its placement and/or
installation.


                                       13
<PAGE>
                                SECTION XXXVII.
                             LIMITATION OF LIABILITY
                             -----------------------

         Notwithstanding any contrary provision of the Lease: (i) Tenant will
look solely (to the extent insurance coverage is not applicable or available) to
the interest of Landlord (or its successor as Landlord hereunder) in the
Premises for the satisfaction of any judgment or other judicial process
requiring the payment of money as a result of any negligence or breach, of the
Lease by Landlord or its successor or of Landlord's managing agent (including
any beneficial owners, partners, corporations and/or others affiliated or in any
way related to Landlord or such successor or managing agent) and Landlord has no
personal liability hereunder of any kind, and (ii) Tenant's sole right and
remedy in any action or proceeding concerning Landlord's reasonableness (where
the same is required under the Lease) will be an action for declaratory judgment
and/or specific performance.

                                SECTION XXXVIII.
                             RIGHT OF FIRST REFUSAL
                             ----------------------

         If Landlord has made a bona fide offer to a third party to sell the
Premises, Landlord must make the same offer in writing to the Tenant, and under
the same terms that were made with the third party. Within fifteen (15) days
after the written offer is made, the Tenant must either accept or deny the offer
in writing. If no written acceptance or denial is made, the offer shall be
deemed to be denied by the Tenant, and the Landlord may sell the Premises to the
third party, free and clear of this Right of First Refusal.

         IN WITNESS WHEREOF, the parties have executed this Lease Agreement to
be effective in all respects as of the 6th day of December, 2005.

                                    LANDLORD:
Witnesses:
_____________________________       /s/Carl Herndon
                                    -----------------------------------
Print name:__________________       CARL HERNDON

_____________________________       TENANT:
Print name:__________________
                                    JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
                                    a Florida corporation

                                    By:/s/Lawrence Tierney
                                    ----------------------
                                    Print Name: Lawrence Tierney
                                    Title: Chief Financial Officer














                                       14
<PAGE>
                       AMENDMENT NO. 1 TO LEASE AGREEMENT

         THIS AMENDMENT NO. 1 TO LEASE AGREEMENT (the "Amendment") amends that
certain Lease Agreement dated December 6, 2005 made and executed by and between
CARL HERNDON ("Landlord") and JUPITER MARINE INTERNATIONAL HOLDINGS, INC., a
Florida corporation ("Tenant").

         WHEREAS, the Landlord and Tenant entered into that certain Lease
Agreement dated December 6, 2005 (the "Lease Agreement") and the parties wish to
amend the Lease Agreement upon the terms set forth herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Landlord and the
Tenant hereby agree as follows:

         1. All defined terms not otherwise defined herein shall have the
meanings ascribed to them in the Lease Agreement.

         2. Section II is deleted in its entirety and replaced with the
following Section II:

                                   SECTION II
                                      TERM
                                      ----

         The term of this Lease shall be for five years, commencing on December
6, 2005 (the "Commencement Date") and ending on December 5, 2010.

         3. Section III is deleted in its entirety and replaced with the
following Section III:

                                   SECTION III
                                  MONTHLY RENT
                                  ------------

         Tenant shall pay to the Landlord as rent the following sums ("Monthly
Rent") plus applicable sales tax:
<TABLE>
<CAPTION>
         TERM:
<S>                                                           <C>
         December 6, 2005 - January 5, 2006:                  $10,000.00 plus sales tax and additional rent
         January 6, 2006 - February 5, 2006:                  $20,000.00 plus sales tax and additional rent
         February 6, 2006 - December 5, 2006:                 $30,700.00 plus sales tax and additional rent
         December 6, 2006 - December 5, 2007:                 $32,235.00 plus sales tax and additional rent
         December 6, 2007 - December 5, 2008:                 $33,846.75 plus sales tax and additional rent
         December 6, 2008 - December 5, 2009:                 $35,539.09 plus sales tax and additional rent
         December 6, 2009 - December 5, 2010:                 $37,316.04 plus sales tax and additional rent
</TABLE>
In addition to Monthly Rent, each month, Tenant shall also pay to Landlord
additional rent equal to one-twelfth of the estimated real property taxes for
the Premises. Landlord shall notify Tenant prior to each Lease year of the
estimated real property taxes for the following Lease Year. Once the actual
property taxes for the Premises can be ascertained, an adjustment shall be made
accordingly (either Landlord will give Tenant a credit if the amount collected
is higher than actual property taxes or Tenant shall pay Landlord the difference
as additional rent if the amount actually collected is lower than actual
property taxes). The monthly installments (including additional rent) shall be

<PAGE>
payable in advance on the first day of each month, but the Monthly Rent shall
not be late until after the tenth day of each month. In the event any rental
payment, of any type, due hereunder, shall not be paid by the tenth day of each
month, in addition to any other rights Landlord shall have, a Late Payment
Penalty of five percent (5%) of the amount of such payment not timely made shall
be due to Landlord. In addition to any late payment penalty, interest shall
accrue on any such payments from the date of default, at a rate equal to the
lesser of eighteen percent (18%) per annum, or the maximum interest rate allow
by law. All rent payable to the Landlord under any provision of this Lease shall
be paid to the Landlord or as the Landlord may otherwise designate, in lawful
money of the United States, at the address of the Landlord or such other place
as the Landlord in writing may designate, without any set-off or deduction
whatsoever, and without prior demand therefore.

         4. Tenant acknowledges that Landlord has assigned and transferred all
rights, interests and obligations under the Lease Agreement to Meenamaw
Properties, LLC.

         5. In the event of any inconsistency between any of the terms and
conditions of this Amendment and the Lease Agreement, the terms and conditions
of this Amendment shall prevail and control. Except as amended by this
Amendment, the Lease Agreement and all its terms and conditions are in full
force and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective in all respects as of__________________.

                                   LANDLORD:

                                   MEENAMAW PROPERTIES, LLC

                                   By:  /s/ Tonia Herndon
                                   ----------------------
                                   Print Name:  Tonia Herndon
                                   Title:
                                           ___________________________________

                                   TENANT:

                                   JUPITER MARINE INTERNATIONAL HOLDINGS, INC.
                                   a Florida corporation

                                   By:  /s/Lawrence Tierney
                                   ------------------------
                                   Print Name: Lawrence Tierney
                                   Title: Chief Financial Officer