EXHIBIT 10.1

                                      LEASE

THIS LEASE,  ("Lease")  dated as of this 16th day of May , 2000 , is made by and
between AP- ADLER OAKES, LTD. (hereinafter  referred to as "Landlord"),  and The
Nationwide Companies, Inc. (hereinafter referred to as "Tenant").

Landlord and Tenant,  in consideration of the following mutual  covenants,  have
agreed:

1. DEMISE.  Landlord does lease to Tenant,  and Tenant does lease from Landlord,
the real property and improvements  described as 2307 square feet, more or less.
Reference to square footage of the Leased  Premises is  approximated.  Terms and
conditions  of this lease shall not be  modified  or  affected if actual  square
footage differs from the  approximated  square footage.  Located as shown on the
attached  Exhibit "A" ("Premises")  4350 OAKES ROAD, SUITE 512 , DAVIE,  FLORIDA
33314 within the property known as NEW TOWN COMMERCE PARK. (the "Property").  As
an  appurtenance  to the  Premises,  Landlord  grants  to  Tenant  a  revocable,
nonexclusive  license  to use,  in common  with  others,  all areas  within  the
Property designated by Landlord as Common Facilities. The Premises shall be used
and  occupied  by Tenant  solely  as  Office/Warehouse.  Tenant  shall be solely
responsible to determine if the intended use complies with all governmental laws
and  regulations.  Landlord,  by execution of this Lease or otherwise,  makes no
representation that the intended use complies with governmental regulations.

The Leased Premises  consists of approximately  1023 square feet of office space
and approximately 1284 square feet of warehouse space for a total of 2307 square
feet.

2.  TERM.  The  Term of this  Lease  shall be for a  period  of five (5)  years,
beginning  August  1, 2000  ("Commencement  Date")  and  ending  July 31,  2005,
("Termination  Date").  If this Lease is executed  before the  Premises  becomes
available,  if any present  tenant or occupant of the  Premises  holds over,  or
Landlord  cannot  deliver   possession  of  the  Premises  on/or  prior  to  the
Commencement  Date of this lease,  Landlord shall not be deemed to be in default
hereunder,  and Tenant agrees to accept  possession of the Premises at such time
as  Landlord  is able to  deliver  the same and the  Commencement  date shall be
adjusted Forward accordingly;  provided,  however, Tenant shall not be obligated
hereunder  unless  Landlord is able to deliver the Leased Premises within ninety
(90) days of the Commencement Date (unless delay is caused by Tenant).

3. LANDLORD  CONTROL OF COMMON AREAS:  All common areas provided by Landlord for
the general use, in common, of tenants,  their officers,  agents,  employees and
customers shall at all times be subject to the exclusive  control and management
of Landlord  and  Landlord  may do and perform such acts in the areas as, in its
good business judgment, it deems to be advisable.

4.  DELIVERY  OF  PREMISES:  Landlord  has  constructed  the  Premises  prior to
execution of this Lease and Tenant  certifies that it has inspected the Premises
and accepts it as is unless  specifically set out to the contrary in Exhibit "C"
attached  hereto.  Tenant shall not perform any work and/or  improvements to the
Premises without Landlord's written approval. Any work or improvement shall


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be  performed in  accordance  with  Exhibit"D"  hereto and shall comply with all
governmental rules, regulations and requirements. Landlord reserves the right to
make  repairs,  alterations  and/or  additions to the Premises or Property as it
reasonably believes to be necessary and proper.

5. BASE RENT.  Tenant agrees to pay Landlord the  following  amounts as the Base
Rent for the Premises:



                   Total Annual    Monthly
Period             Base Rent       Base Rent
--------------     ------------    ----------

8/1/00-7/31/01     $31,144.50      $2,595.38
8/1/01-7/31/02     $32,390.28      $2,699.19
8/1/02-7/31/03     $33,682.20      $2,806.85
8/1/03-7/31/04     $35,020.26      $2,918.36
8/1/04-7/31/05     $36,427.53      $3,035.63

Base Rent,  plus all applicable  sales,  excise and uses taxes imposed  thereon,
shall be  payable in  consecutive  monthly  installments,  in  advance,  without
demand,  on the first day of each and every month during the term of this Lease.
Tenant shall pay the Base Rent without deduction, diminution or set-off.

If possession  of the Premises is delivered to Tenant prior to the  Commencement
Date,  Tenant shall pay a pro-rata  amount of rent for such period and otherwise
comply with the terms of the Lease. All rent shall be payable to Landlord at the
address set forth in this Lease,  unless Landlord directs  otherwise in writing.
Any  installment of rent not received  within five days of its due date shall be
subject to a late charge of five percent (5%).

6.  ADDITIONAL  RENT.  In order to give  Landlord a lien of equal  priority with
Landlord's  lien for rent,  any and all sums of money or charges  required to be
paid by  Tenant  under  this  Lease,  whether  or not so  designated,  shall  be
considered additional rent, payable when billed or otherwise required under this
Lease.

7. OPERATING COSTS. In addition to the base rent and other charges  specified in
this Lease, Tenant agrees to pay Landlord,  Tenant's  proportionate share of the
operating  costs of the  common  areas  and of the  building  within  which  the
Premises are located ("the Property") less the base amount. For purposes of this
provision,  the Property's  operating  costs shall include but not be limited to
water,  sewer,  common area exterior  electric,  dumpster,  fire alarm  charges,
parking area maintenance, lawn maintenance,  management fees, operation and fair
market rental expenses for  FlexxspaceSM  accommodations  of any kind and nature
and any other expense item associated with the ongoing  maintenance,  repair and
operation of the Property and its common  facilities  (excluding  insurance  and
real estate taxes).

The amount of operating  costs  attributable to the Property shall be calculated
on a  pro-rata  basis.  Tenant's  proportionate  share  of the  operating  costs
attributable  to the Property is .0156,  and is calculated upon the ratio of the
area of the Premises (square feet) to the total area of the property in


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which the  Premises is located.  Base  amount  shall be the sum of the  property
operating expenses in the base year as set out in paragraph 14.

Tenant's share of the operating cost less operating  costs for the base year may
be  required  to  be  paid  by  Tenant  as  additional  rent  in  equal  monthly
installments, plus applicable tax, based upon Landlord's written estimate of the
operating  costs for the  following  calendar  year. At the end of each calendar
year,  Landlord  shall  deliver to Tenant a statement  showing the amount of the
Property's  operating  costs for the prior calendar  year,  and further  showing
Tenant's share thereof.  If the total of the monthly payments made by Tenant for
the period is less than Tenant's actual proportionate share for the period, then
Tenant shall pay any  deficiency to Landlord  within thirty (30) days of receipt
of written notice thereof.  If the total monthly payments made by Tenant for the
period are more than Tenant's  proportionate share for the period, then Landlord
shall credit such overpayment against future monthly payments.

8. SPECIAL ASSESSMENTS.  For each Calendar Year or Partial Calendar Year, Tenant
will pay to  Landlord,  in  addition  to Base Rent as further  Additional  Rent,
Tenant's  proportionate  share of any special  assessments  assessed against the
Property,  with  applicable  tax,  if  any.  The  payment  of any  such  special
assessments  shall be made by Tenant on a monthly basis,  concurrently with Base
Rent.  Tenant's  proportionate share of any such special assessment shall be the
proportionate share stated in paragraph 7.

9. REAL ESTATE TAXES.  For each Calendar Year or partial  Calendar Year,  Tenant
will pay to  Landlord,  in addition to Base Rent as further  Additional  Rent, a
proportionate share of all ad valorem and real estate taxes levied by any lawful
authority  against the  Property  less ad valorem  and real estate  taxes of the
Property for the base year, which proportionate  share shall be .0156.  Landlord
may estimate the amount in the manner set out in Paragraph 7.

10. TENANTS  PROPERTY.  Tenant is responsible  for payment of all taxes assessed
against any leasehold  interest or personal  property of Tenant.  Landlord shall
not be  responsible  for any damage to personal  property of Tenant or others on
the Premises caused by any reason whatsoever.

11. TENANT RESPONSIBILITY. All alterations, decorations and improvements made by
or for Tenant  shall  remain the  property of Tenant.  Upon  expiration  of this
Lease,  Landlord  has the  option of  requiring  Tenant  to remove  the same and
restore the Premises to the way it was before the  improvements.  If Tenant does
not do so,  Landlord may keep the  alterations,  etc. and/or the Premises to its
original condition.  Tenant shall be responsible for all cost of same as well as
any damage for any delay resulting from violation of this paragraph.

12.  OTHER  CHANGES.  Tenant  on behalf of itself  ,its  employees,  agents  and
subtenants shall be obligated to pay and shall pay all licenses,  parking impact
fees,   other  impact  fees,   assessments  and  costs  associated  with  and/or
attributable  to the operations of the Tenant,  and/or on the Premises when such
costs,  assessments and fees become due and payable.  Tenant shall indemnify and
hold Landlord harmless for any damages,  claims,  costs or liability  (including
fees and costs)  arising out of or  relating  to Tenants  failure to comply with
this paragraph.




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13. INSURANCE.  For each Calendar Year or partial Calendar Year, if insurance is
paid per calendar year, Tenant will pay to Landlord, in addition to Base Rent as
further Additional Rent, Tenant's  proportionate  share of Landlord's  insurance
premiums on or in respect of the  Property,  including but not limited to public
liability,  property  damage,  all risk  perils,  rent and flood  insurance,  if
carried by Landlord  less said  insurance  premiums for the base year.  Tenant's
proportionate  share shall be that stated in paragraph 7.  Landlord may estimate
the amount in the manner set out in Paragraph 7.

14. PAYMENT. For the first Calendar Year or Partial Calendar Year, the estimated
monthly  payment  under  paragraphs  7, 9 and  13 is  N/A.  The  base  year  for
computation of proportionate share and percentage share is 2001.

15. GUARD/PATROL SERVICES.  Landlord, in its sole discretion,  determination and
option  may,  but is not  required  to enter into a  contract  or  contracts  or
otherwise provide or make arrangement for the providing of guard,  patrol and/or
security which may include  security guards and/or  electronic  devices and/or a
guard gate and/or gate house.  Tenant shall pay its proportionate  share for the
expense  of the  services.  Landlord  shall  in no way be  responsible  for  the
performance  or non-  performance of the  obligations  of  guard/patrol/security
personnel or service,  including  but not limited to  negligent  or  intentional
acts,  and  Tenant  hereby  releases  Landlord  from any  claims  of any  nature
whatsoever in connection therewith.

16. SECURITY DEPOSIT. Landlord acknowledges that it has received from Tenant the
sum of $ 2,595.38 which is to remain on deposit, without liability for interest,
with Landlord  during the term of this Lease and any  extensions as security for
the payment of rent and full and faithful  performance by Tenant of the terms of
this Lease.  In the event of any default,  the sum shall be retained by Landlord
and may be applied  toward damages  arising from the default.  The deposit shall
not be construed as  liquidated  damages.  Upon  yielding of the Premises at the
termination  of this Lease,  and provided no default or nonpayment has occurred,
the security  deposit shall be returned to the Tenant.  If Landlord  conveys its
interest  under this Lease,  the deposit,  or the part not  previously  applied,
shall be turned over to Landlord's  grantees or assignees.  Tenant shall release
Landlord from any liability with respect to the deposit and shall look solely to
the grantee or assignee.  This provision shall also apply to subsequent grantees
or assignees.

Tenant shall not assign, pledge,  mortgage or otherwise hypothecate its interest
in the security deposit.

This sum is not made in payment of rent. If the deposit, or any portion thereof,
is appropriated and applied by Landlord for the payment of overdue rent or other
sums due and  payable to Landlord by Tenant  then  Tenant  shall,  upon  written
demand by Landlord, remit to Landlord a sufficient amount in cash to restore the
security to the original  sum  deposited,  and Tenant's  failure to do so within
five (5) days after receipt of such demand shall constitute a default under this
Lease.

17.  UTILITIES.  Tenant shall pay for all  utilities  delivered to the Premises,
including electricity, gas, heat, cooling, telephone and all other utilities and
all taxes or charges on such utility services.  Landlord shall not be liable for
any  interruption  or failure in the supply of any utilities to the Premises nor
shall rent be abated during such failure or interruption.



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18. TENANT COVENANTS. Tenant agrees that: (a) Tenant will pay the rent and other
charges herein  reserved at the times and in the manner  aforesaid;  (b) it will
not use or permit  the  Premises  to be used for any  illegal,  unauthorized  or
improper purposes, nor permit any disturbance, noise or annoyance detrimental to
the  Premises  or  its  neighbor;  (c) it  will  not  make  any  alterations  or
improvements  upon the Premises  without the written  consent of Landlord (d) it
will not undertake any  alterations to the Premises which violate the ADA and it
will  indemnify and hold Landlord  harmless from any and all claims,  damages or
suits that may be brought as a result of Tenant's alleged  violation of the ADA;
(e) it will permit Landlord or its agents or employees at all reasonable  times,
to  enter  into  the  Premises  and (1) view  the  condition  thereof;  (2) show
prospective  purchasers  and/or lessees;  (3) make additions,  alteration and/or
improvements  as deemed  necessary;  (f) it will,  at its own expense,  keep and
maintain the interior of the  Premises,  including but not limited to electrical
and HVAC, in good condition and repair,  so as to tender it to Landlord at lease
termination,  broom clean, and in the same condition as received,  ordinary wear
and tear,  damage by fire or other  casualty,  and the  elements  or acts of God
excepted;  (g) it shall,  at its own cost and  expense,  replace any plate glass
which may be broken  during the term of this lease;  (h) it pledges all personal
property on the Premises as collateral  for  performance  under this Lease,  and
grants  Landlord a lien on such  property;  and (i) it will fully and completely
comply with any and all rules and regulations applicable to the Premises.

19.  LANDLORD  COVENANT.  Provided  Tenant is not in default under the Lease and
subject to conditions beyond the control of Landlord,  including but not limited
to "acts of God," Landlord  agrees that it will keep and maintain the structural
portions of the Premises, including roof and walls.

20. LIABILITY FOR DAMAGES. Landlord shall not be liable for any injury or damage
to persons or property resulting from fire, explosion,  falling plaster,  steam,
gas,  electricity,  water,  rain, or leaks from any part of the Premises or from
the pipes,  appliances or plumbing works or from the roof,  street or subsurface
or from any other place or by dampness or by any other cause of whatever nature.
Landlord  shall not be liable  for any such  damage  caused by other  tenants or
persons in the Premises,  occupants of adjacent property, of the Project, or the
public,  or caused by  operations  in  construction  of any  private,  public or
quasi-public work.  Landlord shall not be liable in damages or otherwise for any
latent defect in the Premises or in the building of which they form a part.

21. FIRE  INSURANCE.  Tenant  agrees that, at its own expense and cost, it shall
procure  and  continue  to in  force,  in the  names  of  Landlord,  Tenant  and
Landlord's  managing  agent,  general  liability  insurance  against any and all
claims for  injuries  to persons or  property  occurring  in,  upon or about the
Premises,  including  all damage from signs,  glass,  awning,  fixtures or other
appurtenances,  now or  hereafter  upon the  Premises,  during  the term of this
lease.  The insurance shall be an amount not less than $1,000,000 of injuries to
persons in one accident and not less than $300,000 for injury to one person, and
$25,000 for damage to property.  The insurance  shall be written in a company or
companies authorized to engage in the business of general liability insurance in
the State of  Florida,  shall be  cancelable,  in whole or in part,  only  after
giving Landlord and its lender written notice of its intention to do so at least
thirty  (30) days in advance,  shall  include  Landlord  and all  mortgagees  as
additional  insured.   There  shall  be  delivered  to  the  Landlord  customary
certificates evidencing the insurance is in force.




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22.  ADDITIONAL  COST  FOR  INSURANCE.  If the  insurance  rates  applicable  to
Landlord's fire and extended coverage  insurance covering the entire building of
which the Premises are a part are increased by reason of any use of the premises
made by Tenant, then Tenant shall pay Landlord the increase.  The increase shall
be paid on  demand  upon  submission  to the  Tenant  of  evidence  of the  rate
increase.

23. INDEMNITY.  Tenant hereby agrees to pay the costs of Landlord's defense, and
to pay, indemnify and save free and harmless  Landlord,  and/or any fee owner or
ground or  underlying  Landlord of the property from and against (a) any and all
claims,  demands,  fines,  suites,  actions,  proceedings,  orders,  decrees and
judgments  of any kind or  nature(b)  and  from  damages  whether  compensatory,
punitive or otherwise,  by or in favor of anyone whomsoever and from and against
any and all  costs  and  expenses,  including  attorney's  fees,  appellate  and
otherwise,  resulting  from or in  connection  with (1) loss of life,  bodily or
personal injury or property damage  arising,  directly or indirectly,  out of or
from or on account of any occurrence  in, upon, or from the demised  premises or
occasioned  or wholly or in part  through the use and  occupancy  of the demised
premises or any  improvements  therein or appurtenances  thereto,  or (2) by any
use, act contractor or license of Tenant, or their respective employees, agents,
contractors  or  invitees  in,  upon  at or from  the  demised  premises  or its
appurtenances or any common areas of the Property.

24.  WAIVER OF RIGHT OF  SUBROGATION.  Landlord and Tenant  hereby grant to each
other a waiver of any right of subrogation  any insurer of one party may acquire
against  the other by virtue of payment of any loss under such  insurance,  such
waiver to be  effective  only so long as each is  empowered to grant such waiver
under the terms of the insurance policy or policies involved.

25. FIRE OR OTHER  CASUALTY.  If the Premises is damaged by fire or otherwise to
such extent so as to  interfere  with their use by Tenant,  the rent payable for
the period  commencing on the date on which Tenant gives Landlord written notice
of such damage,  and ending on the date on which  restoration of the Premises is
made  usable  would be  reduced by an amount  which  bears the same ratio to the
floor space leased to Tenant  prior to such  damage.  If the Premises is totally
destroyed or rendered  untenantable,  Landlord shall have the right, but not the
obligation, to render the Premises tenantable by repairs within ninety days (90)
from the date that  insurance  claims of  Landlord  and  Tenant  shall have been
settled and Landlord shall be free of all restrictions as to proceeding with the
work of repair or rebuilding. If the premises are not rendered tenantable within
said period,  either  party may elect to cancel this Lease,  and in the event of
such  cancellation,  rent shall be paid only to the day of the fire or casualty.
Full rent shall resume on the sooner of (a) 15 days after  notice from  Landlord
to Tenant that Premises is substantially  repaired or (b) date Tenant's business
operations  are  restored  to the entire  Premises.  Notwithstanding  the above,
Landlord  may elect to cancel  the Lease  within  ninety  (90) days from  damage
occurring by giving thirty (30) days notice of cancellation to Tenant.

26.  SIGNS.  Tenant  shall  not  exhibit,  inscribe,  paint or affix  any  sign,
advertisement,  notice  or other  lettering  on any part of the  outside  of the
Premises or of the  building  of which the  Premises  are a part,  or inside the
Premises if visible from the outside,  without the written  consent of Landlord.
If consent is given,  Tenant  further  agrees to maintain such sign,  lettering,
etc. as may be approved in  accordance  with all city,  county,  and state laws,
ordinance or requirements and in good condition and repair at all times.



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27. ATTORNMENT. In the event any proceedings are brought for the foreclosure of,
or in the event of exercise of the power of sale under any mortgage  made by the
Landlord  covering  the  Premises  or in the  event a deed is  given  in lieu of
foreclosure of any such mortgage,  if requested to do so, Tenant shall attorn to
the purchaser or grantee in lieu of  foreclosure  upon any such  foreclosure  or
sale and  recognize  such  purchaser  or grantee in lieu of  foreclosure  as the
Landlord under this Lease.

28. SUBORDINATION.  This Lease is subject and subordinate to the lien of any and
all  mortgages  which may now or  hereafter  encumber  or  otherwise  affect the
Premises. Tenant shall, at Landlords, request, promptly execute a certificate or
other  document  confirming  such  subordination.  Tenant  shall  attorn  to the
successor  to  Landlord's  interest  herein,  if  requested  to do  so  by  such
successor,  and to recognize  such  successor as the Landlord  under this Lease.
Tenant agrees to execute and deliver upon the request of Landlord any instrument
evidencing such attornment.

29. ESTOPPEL CERTIFICATE. Tenant agrees, at any time upon not less than five (5)
days prior  written  notice by  Landlord,  to execute a statement in writing (i)
certifying  that this  Lease is  unmodified  and in full force and effect (or if
there have been  modifications  stating  such  modifications),  (ii) stating the
dates to which  the rent and any  other  charges  here  under  have been paid by
Tenant, (iii) stating whether or not, to the best knowledge of Tenant,  Landlord
is in default in the performance of this Lease, and if so,  specifying each such
default of which  Tenant may have  knowledge,  and (iv)  stating  the address to
which notices to Tenant should be sent, (v) such other customary  information as
may be necessary and proper.

30. CONDEMNATION. If the entire Premises are taken by eminent domain, this Lease
shall terminate.

In the event of any taking under the power of eminent domain which does not take
the  entire  Premises  but which  interferes  substantially  with the use of the
balance of the  Premises by Tenant,  the rent  payable by Tenant shall be abated
commencing on the date on which possession is taken by the condemning authority,
in the  proportion  which the floor space so taken or made unusable bears to the
floor space leased to Tenant prior to the taking.

If the taking is of land only and does not interfere  substantially with the use
of the balance of the Premises by Tenant, there shall be no abatement of rent.

If the taking does not take the entire Premises, Landlord shall (a) promptly, at
its own cost and  expense,  restore the balance of the Premises to as near their
former  condition as circumstances  will reasonably  permit (b) inform Tenant of
its intent not to restore the Premises, thereby canceling the Lease.

All damages awarded for any taking of all or any part of the improvements  owned
by Landlord  under the power of eminent  domain shall  belong to Landlord.  This
provision  shall not  prevent  Tenant  from  claiming  and  recovering  from the
condemning  authority  compensation for taking of Tenant's  tangible property or
for Tenant's loss of business,  business  interruption  or business  removal and
relocation.

31.  LIMITATION ON RESTORATION.  When Landlord is obligated or elects to restore
or repair the Premises  under this Lease,  such  obligation or election does not
include the restoration or repair of personal property of Tenant,  including but
not limited to equipment and trade fixtures.


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32.  COMPLIANCE  WITH THE LAW.  Tenant  shall  not use the  Premises  or  permit
anything  to be done in or about the  Premises,  which will in any way  conflict
with any law, statute, ordinance or governmental rule, regulation or requirement
now in force or which may hereafter be enacted or  promulgated.  Tenant shall at
its sole cost and expense  promptly comply with all laws,  statutes,  ordinances
and  governmental  rules,  regulations or requirements now in force or which may
hereafter  be  in  force  and  with  the  requirements  of  any  board  of  fire
underwriters or other similar body now or hereafter  constituted  relating to or
affecting the condition, use or occupancy of the Premises,  excluding structural
changes  not  related to or  affected  by  Tenant's  improvements  or acts.  The
judgment of any court of competent jurisdiction or the admission of Tenant in an
action against Tenant,  whether  Landlord be a party thereto or not, that Tenant
has violated any law, statute,  ordinance or governmental  rule, or requirement,
shall be conclusive of the fact as between Landlord and Tenant.

33.  WASTE OR  NUISANCE.  Further,  Tenant  shall  not  commit  or  suffer to be
committed  any waste upon the  Premises  or any  nuisance  or other act or thing
which may disturb the quiet  enjoyment of any other tenant in the  Property,  or
which may adversely affect Landlord's interest in the Premises or the Property.

34. LIENS. Tenant shall keep the Premises and the property in which the Premises
are situated,  free from any liens arising out of any work performed,  materials
furnished or obligations incurred by Tenant. Failure to do so shall constitute a
default hereunder without notice or grace period. The interest of Landlord shall
not be subject to liens for  improvements  made by Tenant.  Tenant  shall notify
every  contractor  making  improvements of this provision.  The parties agree to
execute,  acknowledge  and deliver  without  charge a  Memorandum  of Lease,  in
recordable  form,  containing a  confirmation  that the interest of the Landlord
shall not be subject to liens for  improvements  made by Tenant to the Premises.
Landlord make take such action as it deems  appropriate to remove a lien. Tenant
agrees to indemnify  and hold Landlord  harmless  from any damage,  loss cost or
expense incurred by Landlord as a result of a claim of lien.

35.  ASSIGNMENT AND  SUBLETTING.  Tenant shall not assign,  transfer,  mortgage,
pledge,  hypothecate or encumber this Lease, or any interest therein,  and shall
not  sublet  the  Premises  or any  part  thereof,  or any  right  or  privilege
appurtenant  thereto,  or suffer any other  person (the  agents and  servants of
Tenant excepted) to occupy or use the Premises, or any portion thereof,  without
the  written  consent  of  Landlord.  A consent to one  assignment,  subletting,
occupation  or use by another  person shall not be deemed to be a consent to any
subsequent assignment, subletting, occupation or use by another person shall not
be deemed to be a consent to any subsequent assignment,  subletting,  occupation
or use by another person. Any assignment or subletting, without consent shall be
void, and shall,  at the option of Landlord,  terminate  this Lease.  This Lease
shall not, nor shall any interest  therein,  be assignable as to the interest of
Tenant  by   operation   of  law  without  the  written   consent  of  Landlord.
Notwithstanding any assignment or sublease,  Tenant shall remain fully liable on
this  Lease and shall not be  released  from  performance  of any of the  terms,
covenants and conditions thereof.




<PAGE>



36.  HOLDING  OVER.  Tenant shall pay Landlord 150% the amount of the daily base
rent in effect  immediately  prior to  termination  for each day Tenant  retains
possession of the Premises after termination.  Tenant shall also pay all damages
sustained by Landlord by reasons of such  retention and indemnify  Landlord from
and against claims by succeeding Tenant because of delay.  However,  if Landlord
gives notice to Tenant of Landlord's  election thereof,  such holding over shall
constitute renewal of this Lease from month to month or for one year,  whichever
shall  be  specified  in the  notice.  Acceptance  by  Landlord  of  rent  after
termination  shall not constitute a renewal.  This provision shall not be deemed
to waive Landlord's right of reentry or any other right.

37.  BANKRUPTCY OR INSOLVENCY.  Either (a) the appointment of a receiver to take
possession  of  all or  substantially  all of the  assets  of  Tenant  or (b) an
assignment  by Tenant for the benefit of  creditors  or (c) any action  taken or
suffered by Tenant under any insolvency, bankruptcy or reorganization act, shall
constitute  a breach of this Lease by  Tenant.  Upon the  happening  of any such
event,  this  Lease  shall  terminate  five (5) days  after  written  notice  of
termination from Landlord to Tenant. In no event shall this Lease be assigned or
assignable  by  operation  of  law or by  voluntary  or  involuntary  bankruptcy
proceedings  or  otherwise  and in no event  shall  this  Lease or any rights or
privileges  hereunder be an asset of Tenant under any bankruptcy,  insolvency or
reorganization proceeding.

38. DEFAULT. Each of the following shall be deemed to be a default by Tenant and
a breach of this Lease:

         (a) Default in the payment of rent or any other sums due hereunder, or
any part  thereof,  for a period of three (3) days after  Landlord  gives Tenant
written notice of such default.

         (b) Default  in  the  performance of any other covenant or condition of
this  Lease or of the  rules  and  regulations  for the  building  in which  the
Premises are located for a period greater than that reasonably  required to cure
such default by diligent action after written notice by Landlord to Tenant.

         (c) Abandonment by Tenant of the premises.

         (d) Default  in  payment  of  any sums due or in the performance of any
other covenant or condition of any other lease between Landlord and Tenant.

39. REMEDIES ON DEFAULT.  In  addition  to  the remedies provided by Chapter 83,
Florida Statutes, Landlord shall have the following remedies:

         (a)  Landlord  may re-enter  the Premises immediately and terminate the
Lease.  Landlord may remove all persons and  property  from the  Premises.  Such
property  may be removed and stored in a public  warehouse  or  elsewhere at the
cost of, and for the account of Tenant.(b)  Landlord may re- let the Premises or
any part of the  Premises for any term without  terminating  the Lease,  at such
rent and on such terms as he may choose,  for the Tenants account.  Landlord may
make  such  alterations  or  repairs  of the  Premises  as may be  necessary  or
required.  The duties and liabilities of the parties upon such re-letting are as
follows:



<PAGE>



                  (i) In  addition to Tenant's  liability to Landlord for breach
of the  Lease,  Tenant  shall be  liable  for all  expenses  of the  re-letting,
including, without limitation, broker's commissions, expenses of alterations and
repairs and all other  expenses of the  Landlord.  Tenant  shall pay to Landlord
such  expenses  on the dates the rent are due  provided  herein,  minus the rent
received by Landlord from re-letting.

                  (ii) Landlord, at  its  option,  shall have the right to apply
the rent received from re- letting the Premises as follows:

         First, to reduce Tenant's indebtedness to Landlord under the Lease, not
including indebtedness for rent;
         Second, to  recover expenses of re-letting and alternations and repairs
made;
         Third, to recover the rent due under the Lease; and
         Fourth, to payment of future rent under the Lease as it becomes due.

                  (iii) Notwithstanding any such re-letting without termination,
Landlord may at any time thereafter elect to terminate this Lease for such
previous breach.

     Landlord may recover from Tenant all damages proximately resulting from the
breach,  including the cost of recovering the Premises, the unpaid rent that had
been earned at time of breach,  and  accelerate  payment of rent that would have
been  earned  from date of such  breach  until the time this  Lease  would  have
expired but for such termination.  All such amounts shall be immediately due and
payable from Tenant.

     Any and all rights,  remedies  and options  given in this Lease to Landlord
shall be cumulative and in addition to and without waiver of or in derogation of
any right or remedy given to it under any law now or hereafter in effect.

40. TRANSFER BY LESSOR. If Landlord assigns sells or conveys its interest in the
Lease or the building  containing the Premises,  Landlord shall be released from
any future  liability  upon any of the  covenants  or  conditions,  expressed or
implied;  herein contained in favor of Tenant,  and Tenant agrees to look solely
to the  responsibilities  of the  successor in interest of Landlord.  This Lease
shall not be  affected  by any such  sale,  and  Tenant  agrees to attorn to the
purchaser or assignee.

41. RIGHT OF LANDLORD TO PERFORM.  All covenants and  agreements to be performed
by the Tenant  under any of the terms of this Lease  shall be  performed  by the
Tenant at Tenant's  sole cost and expense and without any  abatement of rent. If
the Tenant fails to pay any sum of money,  other than rent,  required to be paid
by it or fails to perform any other act on its part to be  performed  hereunder,
and such failure  continues for ten (10) days after notice by the Landlord,  the
Landlord may, but shall not be  obligated,  make any such payment or perform any
such  other act on the  Tenant's  part to be made or  performed  as in the Lease
provided.  Tenant's  obligations  shall not be waived by Landlord's  exercise of
this option.

All sums paid by the Landlord and all necessary  incidental  costs together with
interest thereon at the rate of one and one-half percent (1-1/2%) per month from
the date of payment by the  Landlord  shall be payable to the Landlord on demand
and the Tenant covenants to pay any such sums, and the


<PAGE>



Landlord shall have (in additional to any other right or remedy of the Landlord)
the same  rights  and  remedies  in the event of the  nonpayment  thereof by the
Tenant as in the case of default by the Tenant in the payment of the rent.

42. RIGHT OF RELOCATION.  Landlord has the right to relocate the Tenant to space
of comparable size within the property upon which the Premises is located.  Such
relocation shall be undertaken, if required,  following written notice to Tenant
of not less than  thirty  (30)  days.  Landlord  shall  bear the  expense of the
Tenant's move and build-out expense comparable to Tenant's existing space.

43.  RULES  AND  REGULATIONS.  Tenant  agrees  to  comply  with  all  rules  and
regulations  Landlord may adopt from time to time for operation of the Property,
and protection and welfare of Property,  its tenants,  visitors,  and occupants.
The present  rules and  regulations,  which Tenant hereby agrees to comply with,
entitled "Rules and  Regulations"  are attached hereto as Exhibit "B".  Landlord
may amend the rules from time to time and any future rules and regulations shall
become a part of this Lease,  and Tenant  hereby  agrees to comply with the same
upon delivery of a copy thereof to Tenant,  providing the same do not materially
deprive Tenant of its rights established under this Lease.

44. LEGAL EXPENSES.  In the event that it shall become necessary for Landlord to
employ the  services  of an  attorney to enforce any of its rights or to protect
its interest  under this Lease or to collect any sums due to it under this Lease
or to remedy the breach of any  covenant of this Lease on the part of the Tenant
to be kept or performed, regardless of whether suit be brought, Tenant shall pay
to  Landlord  such fee as shall  be  charged  by  Landlord's  attorney  for such
services.  Should suit be brought  because of the breach of any covenants  under
this  Lease  or  to  protect  any  interest  or  right  under  the  Lease,   the
non-prevailing party shall pay to the prevailing party all expenses of such suit
and any appeal thereof, including a reasonable attorney's fee.

45.  SURRENDER OF PREMISES.  The  voluntary or other  surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at
the  option  of  Landlord,   terminate  all  or  any,   existing   subleases  or
sub-tenancies, or may, at the option of Landlord, operate as an assignment to it
of any or all such subleases or sub-tenancies.

46. WAIVERS.  The waiver by Landlord of any term,  covenant or condition  herein
contained shall not be deemed to be a waiver of such term, covenant or condition
on any subsequent  breach of the same or any other term,  covenant or condition.
The subsequent acceptance of rent 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  rental  so
accepted,  regardless of Landlord's  knowledge of such  preceding  breach at the
time of acceptance of rent.

47. NOTICES. Unless otherwise required by statute, all notices and demands which
may be or are  required  to be given by either  party to the  other  shall be in
writing.  All notices and demands  shall be sent by United  States  certified or
registered  mail,  postage  prepaid or hand  delivered  if receipt is  obtained,
addressed as follows:




<PAGE>



To Landlord:                                To Landlord's Agent:
PROPERTY                                    Adler Management Services, Inc.
(Leasing Office: Street Address)            1400 NW 107 Avenue
(Leasing Office: City State Zip)            Miami, Florida  33172

 To Tenant:
                                            The Nationwide Companies, Inc.
(Tenant: Street Address)                    4350 Oakes Road, Suite 512
(Tenant: City State Zip)                    Davie, Florida 33314

Notices  shall be deemed to have been  served  upon the party to whom  addressed
upon receipt.  Either party may change its address by giving  written  notice of
such change to the other parties.

48.  COVENANT  OF QUIET  ENJOYMENT.  Landlord  agrees  that if the Tenant  shall
perform all the covenants and  conditions  of this Lease,  Tenant shall,  at all
times during such term,  have the peaceful and quiet enjoyment and possession of
the Premises.

49. SUCCESSORS AND ASSIGNS. The covenants and conditions herein contained shall,
subject  to the  provisions  as to  assignment,  apply to and  bind  the  heirs,
successors, executors, administrators and assigns of the parties.

50. HAZARDOUS MATERIALS.  Subject to the remaining provisions of this paragraph,
Tenant  shall be  entitled  to use and  store  only  those  Hazardous  Materials
(defined  below),  that are necessary for Tenant's  business  provided that such
usage and storage is in full  compliance  with all applicable  local,  state and
federal statutes, orders,  ordinances,  rules and regulations (as interpreted by
judicial and  administrative  decisions).  Landlord  shall have the right at all
times  during the term of this Lease to (i) inspect the  Premises,  (ii) conduct
tests and  investigations  to be determine  whether Tenant is in compliance with
the  provisions  of this  Paragraph,  and (iii)  request  lists of all Hazardous
materials  used and  stored or  located  on the  Premises;  the cost of all such
inspections,  tests  and  investigations  to be borne  by  Tenant,  if  Landlord
reasonably believes they are necessary.  Tenant shall give to Landlord immediate
verbal and  follow-up  written  notice of any spills,  releases or discharges of
Hazardous Materials on the Premises,  or in any common areas or parking lots (if
not considered part of the Premises), caused by the acts or omissions of Tenant,
or its agents,  employees,  representatives,  invitees,  licensees,  subtenants,
customers  or  contractors.  Tenant  covenants  to  investigate,  clean  up  and
otherwise remedy any spill,  release or discharge of Hazardous  Materials caused
by the acts or omission of Tenant,  or its agents,  employees,  representatives,
invitees, licensees,  subtenants,  customers or contractors at Tenant's cost and
expense;  such  investigations,  clean up and  remediation to be performed after
Tenant has obtained Landlord's written consent,  which shall not be unreasonably
withheld;   provided,   however,  that  Tenant  shall  be  entitled  to  respond
immediately to any emergency without first obtaining Landlord's written consent.
Tenant shall indemnify,  defend and hold Landlord  harmless from and against any
and all claims,  judgments,  damages,  penalties,  fines,  liabilities,  losses,
suits,  administrative  proceedings  and costs  (including,  but not limited to,
attorney's and consultants  fees) arising from or related to the use,  presence,
transportation,  storage,  disposal  spill,  release or  discharge  of Hazardous
Materials  on or about the  Premises  caused by the acts or omissions of Tenant,
its  agents,  employees,   representatives,   invitees,  licensees,  subtenants,
customers  or  contractor.  Tenant  shall not be  entitled  to install any tanks
under, on or about the


<PAGE>



Premises  for the storage of  Hazardous  Materials  without the express  written
consent of Landlord,  which may be given or withheld in Landlord's  sole express
written  discretion.  As used herein, the term "Hazardous  Materials" shall mean
(i) any hazardous or toxic wastes, materials or substances,  and other materials
or  substances,  and  other  pollutants  or  contaminants,  which  are or become
regulated by all  applicable  local,  state and federal law,  including  but not
limited to 42 U.S.C. 6901 et seq, 42 U.S.C. 9601 et seq, any Rule or Regulations
of the Florida  Resource  Recovery and  Management  Act,  Chapter 403 of Florida
Statues; (ii) petroleum; (iii) asbestos; (iv) polychlorinated biphenyls; and (v)
radioactive  materials.  The  provisions  of this  Paragraph  shall  survive the
termination  of this  Lease for not less than ten (10)  years  from  termination
thereof.

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

52. INDEMNIFICATION FOR LEASING COMMISSIONS.  Each of the parties represents and
warrants  that it has dealt  with no broker or brokers  in  connection  with the
execution of this Lease,  except Montalbano  Commercial Realty, Inc. and each of
the parties  shall agree to indemnify  and hold harmless the other party for any
and all liability  incurred in connection  with the  negotiation or execution of
this Lease for any real estate broker's leasing commission or finder's fee which
has been earned by a real estate  broker or other person on such party's  behalf
not previously disclosed to and acknowledged by the parties.

53.  GOVERNING  LAW.  This Lease shall be  governed,  construed  and enforced in
accordance with the laws of the State of Florida.

54. NO PARTNERSHIP.  Landlord does not, in any way or for any purpose,  become a
partner of Tenant in the conduct of its business, or otherwise, or joint venture
or a member of a joint enterprise with Tenant.

55. PARTIAL INVALIDITY.  In any term, covenant or condition of this Lease or the
application  thereof to any person or  circumstances  shall,  to any extent,  be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable,  shall not be affected thereby and
each term, covenant or condition of this Lease shall be valid and be enforced to
the fullest extent permitted by law.

56.  RECORDING.  Tenant  shall not record this Lease or any  memorandum  thereof
without the written consent and joinder of Landlord.

57. LIABILITY OF LANDLORD. Anything contained in this Lease, at law or in equity
to the contrary  notwithstanding,  Tenant expressly acknowledges and agrees that
there shall at no time be or be construed as being any personal  liability by or
on the part of Landlord  under or in respect of this Lease or in any way related
hereto or the Premises;  it being further acknowledged and agreed that Tenant is
accepting  this  Lease and the estate  created  hereby  upon and  subject to the
understanding that it shall not enforce or seek to enforce any claim or judgment
or any other matter,


<PAGE>



for money or otherwise,  personally or directly  against any officer,  director,
stockholder,  partner,  principal (disclosed or undisclosed),  representative or
agent of  Landlord,  but will look  solely  to the  Landlord's  interest  in the
Property for the  satisfaction of any and all claims,  remedies or judgments (or
other  judicial  process) in favor of Tenant  requiring  the payment of money by
Landlord in the event of any breach by  Landlord of any of the terms,  covenants
or  agreements  to be  performed  by  Landlord  under this  Lease or  otherwise,
subject, however, to the prior rights of any ground or underlying lessors or the
holders of the mortgages covering the Property,  and no other assets of Landlord
or owners of  Landlord  shall be subject to levy,  execution  or other  judicial
process for the  satisfaction of Tenant's  claims;  such exculpation of personal
liability  as  herein  set  forth  to be  absolute,  unconditional  and  without
exception of any kind.

58.FlexxspaceSM.   The   Property   is   part   of  the   FlexxspaceSM   network
(the"Network").  The Landlord,  through the Network, from time to time, may, but
is not required to provide access to services, benefits and/or accommodations to
Tenants within the System.  Tenant understands and agrees that Landlord is under
no legal  obligation to maintain,  continue or make available the Network or any
part  thereof  and the  Network  and/or  use  thereof is not a  condition  of or
consideration  for Tenant entering into this Lease.  Further,  Landlord makes no
warranties or representations whatsoever as to any services or products obtained
through the System and Tenant agrees and acknowledges that any claim,  complaint
or remedy shall be against the ultimate provider of the services or products and
not against the Landlord.

59.  TIME IS OF THE  ESSENCE.  Time is of the essence in this Lease and for each
and all of its provisions in which performance is a factor.

60.  CUMULATIVE  REMEDIES.  No  remedy  or  election  hereunder  shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

61.  CHOICE OF LAW.  This Lease  shall be  governed  by the laws of the State of
Florida.  The venue for any action filed in connection  herewith by either party
shall be the county in which the Premises are located.

62.  WAIVER  TRIAL BY JURY.  The Parties  hereto  shall and they hereby do waive
trial by jury in any action, proceeding or counterclaim brought by either of the
Parties hereto against the other on any matters  whatsoever arising out of or in
any way  connected  with this Lease,  the  relationship  of Landlord and Tenant,
Tenant's use or Occupancy of the Leased Premises,  and/or any claim of Injury or
Damage.

63.  ACCEPTANCE  OF FUNDS BY LANDLORD.  No receipt of money by the Landlord from
the  Tenant  after the  termination  of this  Lease or after the  service of any
notice or after  the  commencement  of any suit,  or after  final  judgment  for
possession of the Premises shall reinstate,  continue or extend the term of this
Lease or affect any such notice, demand or suit.

64.  COMPLETE  AGREEMENT  AMENDMENTS.   This  Lease,   including  all  Exhibits,
constitutes the entire  agreement  between  parties;  it supersedes all previous
understandings  and  agreements  between  the  parties,  if any;  and no oral or
implied representation or understandings shall vary its terms, and it may not be
amended except by a written instrument executed by both parties.


<PAGE>



IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the day and
year set forth above.




WITNESS:                        LANDLORD:

                                AP-Adler Oakes, Ltd.,
                                          a Florida limited partnership
----------------------------    By: AP-Adler Oakes LLC,
                                          its general partner
                                By: AP-Adler Investment Fund, LP.,
                                          its managing member
----------------------------    By: Adler Newco GP, Inc.,
                                          its managing general partner


                                /s/ Brett W. Harris
                                ---------------------------------------------
                                Brett W. Harris, Authorized Signatory



                                TENANT:
----------------------------
                                The Nationwide Companies, Inc.


---------------------------     /s/ Dick Loehr
                                ----------------------------------
                                Dick Loehr, President






<PAGE>




                                    GUARANTY

In consideration of Landlord entering into the Lease with Tenant (which it would
not have done but for  execution of this  Guaranty)  and other good and valuable
consideration,  the  undersigned  guarantor(s),  jointly and severally do hereby
guaranty to the Landlord, to any mortgagee holding a mortgage on the property of
which the Leased  premises  is a part and their  successors  and  assigns,  full
prompt  and  complete  payment  and  performance  by  Tenant  of each and  every
covenant,  condition and provision contained in the Lease with no less force and
effect than if the guarantor(s)  were named as the Tenant in said Lease, and the
guarantor(s)  jointly and  severally  will on demand pay all such amounts at any
time in arrears  and will make good any and all  defaults  occurring  under said
Lease.  This  Guaranty  shall be  absolute,  continuing  and  unlimited  and the
Landlord  shall not be  required to take any  proceedings  against the Tenant or
give any notice to the  guarantor(s)  before the  Landlord has a right to demand
payment  or  performance  by  the   guarantor(s)   hereunder.   The  undersigned
guarantor(s)  further agree that this Guaranty shall remain and continue in full
force and effect as to any renewal,  modification  or extension of the Lease and
that this guaranty and the liability created thereunder shall not be impaired by
Landlord  taking any action against the Tenant.  If Landlord is required to take
any action under this Guaranty, the guarantor(s) shall be liable for any and all
attorney's  fees  and  costs  incurred  as a  result  thereof..  Notwithstanding
anything in this guaranty to the contrary, in the event tenant at the end of the
24th month of the term of this lease is not in  default or  otherwise  in breach
thereof, the guarantor's liability under this guaranty shall be limited to those
matters  arising  or  accruing  during  the first 24  months of this leas  only;
otherwise  this  guaranty  shall  remain in full force and effect for the entire
lease period.

THE  UNDERSIGNED  GUARANTORS(S)  WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BROUGHT PURSUANT TO OR UNDER THIS GUARANTY.

Dated:

WITNESSES as to Guarantor(s):


                                         /s/ Dick Loehr
----------------------------------       ----------------------------
                                         Guarantor


----------------------------------




<PAGE>



                                ADDENDUM TO LEASE


Tenant shall pay to Landlord the sum of $20,000.00  for  additional  buildout at
receipt  of  building  permit  from Town of Davie.  Tenant  has option to reduce
rental amount to $12.00 sq.ft.  and pay an additional  sum of $20,000.00  before
Certificate of Occupancy.



<PAGE>