SARASOTA CITY CENTER








                             OFFICE LEASE AGREEMENT


                                     BETWEEN


                OSPREY, S.A., LTD., a Florida limited partnership
                                  ("LANDLORD")

                                       AND

               RDC INTERNATIONAL, INC., a Florida corporation and

              RETRIEVAL DYNAMICS CORPORATION, a Florida corporation
                       (Jointly and Severally as "TENANT")



                                November 1, 2000



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                                TABLE OF CONTENTS

I.       Basic Lease Information; Definitions.........................1

II.      Lease Grant..................................................3

III.     Adjustment of Commencement Date/Possession...................4

IV.      Rent.........................................................5

V.       Use..........................................................9

VI.      Security Deposit.............................................9

VII.     Services to be Furnished by Landlord........................10

VIII.    Leasehold Improvements......................................10

IX.      Graphics....................................................11

X.       Repairs and Alterations.....................................11

XI.      Use of Electrical Services by Tenant........................12

XII.     Entry by Landlord...........................................12

XIII.    Assignment and Subletting...................................13

XIV.     Liens.......................................................14

XV.      Indemnity and Waiver of Claims..............................14

XVI.     Tenant's Insurance..........................................15

XVII.    Subrogation.................................................16

XVIII.  Landlord's Insurance.........................................16

XIX.     Casualty Damage.............................................16

XX.      Demolition..................................................17

XXI.     Condemnation................................................17

XXII.    Events of Default...........................................17

XXIII.  Remedies.....................................................18

XXIV.  Limitation of Liability.......................................20

XXV.     No Waiver...................................................20

XXVI.  Event of Bankruptcy...........................................20

XXVII.  Waiver of Jury Trial.........................................21

XXVIII.  Relocation..................................................21

XXIX.  Holding Over..................................................21

XXX.     Subordination to Mortgages; Estoppel Certificate............22

XXXI.  Attorneys Fees................................................22

XXXII.  Notice.......................................................22




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XXXIII.  Landlord's Lien.............................................23

XXXIV.  Excepted Rights..............................................23

XXXV.  Surrender of Premises.........................................23

XXXVI.  Miscellaneous................................................24

XXXVII. Entire Agreement.............................................25




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                             OFFICE LEASE AGREEMENT

     THIS OFFICE LEASE  AGREEMENT  (the  "Lease") is made and entered into as of
the 1st day of November,  2000,  by and between  OSPREY,  S.A.,  LTD., a Florida
limited  partnership  ("Landlord")  and  RDC  INTERNATIONAL,   INC.,  a  Florida
corporation and RETRIEVAL DYNAMICS  CORPORATION,  a Florida corporation (jointly
and severally as "Tenant").

I.       Basic Lease Information; Definitions.

         A.    The following are some of the basic lease information and defined
terms used in this Lease.

                  1. "Additional Base Rental" shall mean Tenant's Pro Rata Share
of Basic Costs and any other sums  (exclusive  of Base Rental) that are required
to be paid by  Tenant  to  Landlord  hereunder,  which  sums  are  deemed  to be
additional  rent under this  Lease.  Additional  Base Rental and Base Rental are
sometimes collectively referred to herein as "Rent".

                  2.  "Base   Rental"  shall  mean  the  sum  of  Seven  Hundred
Sixty-Eight Thousand Seven Hundred Sixty-Eight and 00/100 Dollars ($768,768.00),
plus  applicable  State of Florida  sales tax,  payable by Tenant to Landlord in
sixty (60) monthly installments as follows:

                    a.   Twelve (12) equal  installments of Eight Thousand Eight
                         and 00/100 Dollars  ($8,008.00),  plus applicable State
                         of  Florida  sales tax,  each  payable on or before the
                         first day of each month  during  the  period  beginning
                         November 1, 2000 and ending  October 31, 2001  provided
                         that the  installment of Base Rental for the first full
                         calendar  month of the Lease Term shall be payable upon
                         the execution of this Lease by Tenant.

                    b.   Twelve (12) equal installments of Thirteen Thousand One
                         Hundred Fifty-Six and 00/100 Dollars ($13,156.00), plus
                         applicable  State of Florida sales tax, each payable on
                         or before the first day of each month during the period
                         beginning November 1, 2001 and ending October 31, 2002.

                    c.   Twelve (12) equal  installments  of  Thirteen  Thousand
                         Seven   Hundred   Twenty-Eight   and   00/100   Dollars
                         ($13,728.00),  plus  applicable  State of Florida sales
                         tax,  each  payable  on or before the first day of each
                         month during the period beginning  November 1, 2002 and
                         ending October 31, 2003.

                    d.   Twelve (12) equal  installments  of  Fourteen  Thousand
                         Three  Hundred and 00/100  Dollars  ($14,300.00),  plus
                         applicable  State of Florida sales tax, each payable on
                         or before the first day of each month during the period
                         beginning November 1, 2003 and ending October 31, 2004.

                    e.   Twelve (12) equal  installments  of  Fourteen  Thousand
                         Eight   Hundred    Seventy-Two   and   00/100   Dollars
                         ($14,872.00),  plus  applicable  State of Florida sales
                         tax,  each  payable  on or before the first day of each
                         month during the period beginning  November 1, 2004 and
                         ending October 31, 2005.

     Base Rental was calculated based upon the Rentable Area of the Premises (as
defined below) being six thousand eight hundred sixty-four (6,864) square feet.

                  3. "Building"  shall mean the office building  located at 1819
Main Street,  County of Sarasota,  State of Florida,  commonly known as Sarasota
City Center.

                  4. The "Commencement Date" "Lease Term" and "Termination Date"
shall have  the  meanings  set  forth  in  subsection l.A. 4.a.  or I.A. 4.b. as
appropriate:

                    a.   [Intentionally deleted.]

                    b.   The  "Lease  Term"  shall  mean a period of sixty  (60)
                         months commencing on the later to occur of (1) November
                         1, 2000 (the "Target  Commencement  Date"); and (2) the
                         date upon which

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                    Landlord  Work  in  the  Premises  has  been   substantially
                    completed,  as such date is  determined  pursuant to Section
                    III.A hereof (the later to occur of such dates being defined
                    as the "Commencement  Date").  The "Termination Date" shall,
                    unless sooner  terminated  as provided  herein mean the last
                    day of the Lease Term. Notwithstanding the foregoing, if the
                    Termination  Date, as determined  herein,  does not occur on
                    the last day of a calendar month,  Landlord,  at its option,
                    may extend the Lease Term by the number of days necessary to
                    cause the  Termination  Date to occur on the last day of the
                    last calendar month of the Lease Term. Tenant shall pay Base
                    Rental and Additional  Base Rental for such  additional days
                    at the  same  rate  payable  for  the  portion  of the  last
                    calendar  month   immediately   preceding  such   extension.
                    Further,  Landlord and Tenant  acknowledge that the schedule
                    of Base Rental described in Section l.A.2. above is based on
                    the  assumption  that the Lease  Term will  commence  on the
                    Target  Commencement  Date.  If  the  Lease  Term  does  not
                    commence on the Target  Commencement Date, the beginning and
                    ending dates set forth in the above schedule with respect to
                    the payment of any  installment(s)  of Base Rental  shall be
                    appropriately  adjusted on a per diem basis and set forth in
                    the Commencement Letter (as defined in Section III.A.) to be
                    prepared by Landlord. In the event that the Base Rental rate
                    adjusts  (up or down) on any day other than the first day of
                    the month Base Rental for the month on which such adjustment
                    occurs  shall be  determined  based on the number of days in
                    such month for which each  particular  Base  Rental  rate is
                    applicable.

                  5. "Premises"  shall mean the area located on the 7th floor of
the Building,  as outlined on Exhibit A attached hereto and incorporated  herein
and known as Suite # 's 702 and 703.  Landlord and Tenant  hereby  stipulate and
agree that the  "Rentable  Area of the Premises"  shall mean six thousand  eight
hundred sixty four (6,864)  square feet and the "Rentable  Area of the Building"
shall mean Two Hundred Forty-Seven  Thousand Eight Hundred Ninety-One  (247,891)
square feet.  If the Premises  being leased to Tenant  hereunder  include one or
more floors within the Building in their  entirety,  the  definition of Premises
with respect to such full floor(s) shall include all corridors, lobbies, foyers,
stairways, mechanical rooms and restrooms located on such floor(s).

                  6.   "Permitted Use" shall mean general office use.

                  7.  "Security Deposit" shall mean  the sum of Sixteen Thousand
Sixteen and 00/100 Dollars ($16,016.00).

                  8.  "Tenant's  Pro Rata Share"  shall mean two point seven six
nine zero percent (2.7690%),  which is the quotient (expressed as a percentage),
derived by dividing  the Rentable  Area of the Premises by the Rentable  Area of
the Building.

                  9. "Guarantor(s)" shall mean ___________________ and any other
party that agrees in writing to guarantee the Lease.

                  10.  "Notice Addresses" shall mean the following addresses for
Tenant and Landlord, respectively:

     Tenant:

          On and after the Commencement Date, notices shall be sent to Tenant at
          the Premises.

          Prior to the Commencement  Date notices shall be sent to Tenant at the
          following address:

                         Retrieval Dynamics Corporation
                         1819 Main Street, Suite 601
                         Sarasota, Florida 34236



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     Landlord:

                           Osprey, S.A., Ltd.
                           1819 Main Street, Suite 106
                           Sarasota, FL 34236
                           Attention: Building Manager

     Payments of Rent only shall be made payable to the order of:

     Osprey, S.A., Ltd. at the following address:

                                    1819 Main Street, Suite 106
                                    Sarasota, FL 34236

         B.  The  following  are  additional  definitions of some of the defined
terms used in the Lease.

                  1.       "Base Year" shall mean 2000.

                  2. "Basic  Costs"  shall mean all costs and  expenses  paid or
incurred in connection  with  operating,  maintaining,  repairing,  managing and
owning the Building and the Property, as further described in Article IV hereof.

                  3.       "Broker" means N/A.

                  4.  "Building  Standard"  shall mean the type,  grade,  brand,
quality and/or quantity of materials Landlord designates from time to time to be
the minimum quality and/or quantity to be used in the Building.

                  5.  "Business  Day(s)"  shall  mean  Mondays  through  Fridays
exclusive  of the normal  business  holidays  ("Holidays")  of New  Year's  Day,
Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day and Christmas Day.
Landlord,  from time to time  during  the Lease  Term,  shall  have the right to
designate  additional  Holidays,  provided  that such  additional  Holidays  are
commonly  recognized by other office buildings in the area where the Building is
located.

                  6.  "Common  Areas"  shall mean those areas  provided  for the
common use or benefit  of all  tenants  generally  and/or  the  public,  such as
corridors,  lobbies (whether at ground level or otherwise),  foyers, common mail
rooms, restrooms, vending areas and other similar facilities.

                  7.  "Landlord Work" shall mean the work, if any, that Landlord
is obligated to perform in the Premises  pursuant to the Work Letter  Agreement,
if any, attached hereto as Exhibit D. (If applicable)

                  8.   "Maximum  Rate" shall mean the greatest per annum rate of
interest permitted from time to time under applicable law.

                  9.   "Normal Business Hours" for the Building shall mean  8:00
A.M.  to 6:00  P.M.  Mondays  through  Fridays,  and 9:00 A.M.  to 1:00 P.M.  on
Saturdays, exclusive of Holidays.

                  10.  "Prime  Rate"  shall  mean the per  annum  interest  rate
publicly  announced  by Bank  One or any  successor  thereof  from  time to time
(whether or not charged in each  instance) as its prime or base rate in Chicago,
Illinois.

                  11.  "Property"  shall mean the Building and the  parcel(s) of
land on which it is located and, at Landlord's discretion,  the Building garage,
if any,  and all other  improvements  owned by Landlord and serving the Building
and the tenants thereof and the parcel(s) of land on which they are located.


II.      Lease Grant/Renewal Option.

         A. Subject to and upon the terms herein set forth,  Landlord  leases to
Tenant and Tenant leases from Landlord the Premises, together with the right, in
common with others, to use the Common Areas.

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         B.       [Intentionally deleted.]


III.     Adjustment of Commencement Date/Possession.

         A. If the Lease Term,  Commencement Date and Termination Date are to be
determined in accordance with subsection  I.A.4.b.  above,  the Lease Term shall
not commence  until the later to occur of the Target  Commencement  Date and the
date that  Landlord has  substantially  completed the Landlord  Work;  provided,
however,  that if  Landlord  shall be delayed in  substantially  completing  the
Landlord Work as a result of the occurrence of any of the following (a "Delay"):

                  1. Tenant's failure to furnish  information in accordance with
the Work  Letter  Agreement  or to respond to any  request by  Landlord  for any
approval or information within any time period prescribed,  or if no time period
is prescribed, then within two (2) Business Days of such request; or

                  2. Tenant's insistence on materials, finishes or installations
that have long lead times after having first been informed by Landlord that such
materials, finishes or installations will cause a Delay; or

                  3.  Changes  in  any  plans  and  specifications  requested by
Tenant; or

                  4.     The performance or nonperformance by a person or entity
employed by Tenant in the  completion of any work in the Premises (all such work
and such  persons or entities  being  subject to the prior  written  approval of
Landlord); or

                  5.    Any request by Tenant that Landlord delay the completion
of any of the Landlord Work; or

                  6.  Any  breach  or  default  by  Tenant in the performance of
Tenant's obligations under this Lease; or

                  7.  Any delay resulting from Tenant having taken possession of
the Premises  for  any  reason  prior  to substantial completion of the Landlord
Work; or

                  8.   Any   other  delay  chargeable  to  Tenant,  its  agents,
employees or independent contractors;

then, for purposes of determining the Commencement Date, the date of substantial
completion shall be deemed to be the day that said Landlord Work would have been
substantially  completed  absent any such  Delay(s).  The Landlord Work shall be
deemed  to be  substantially  completed  on the date  that  Landlord  reasonably
determines  that all  Landlord  Work has been  performed  (or  would  have  been
performed absent any Delays), other than any details of construction, mechanical
adjustment or any other matter,  the  noncompletion of which does not materially
interfere with Tenant's use of the Premises.  The adjustment of the Commencement
Date and, accordingly, the postponement of Tenant's obligation to pay Rent shall
be Tenant's sole remedy and shall  constitute full settlement of all claims that
Tenant might otherwise have against Landlord by reason of the Premises not being
ready for occupancy by Tenant on the Target  Commencement  Date.  Promptly after
the determination of the Commencement Date, Landlord and Tenant shall enter into
a letter  agreement (the  "Commencement  Letter") on the form attached hereto as
Exhibit C setting forth the  Commencement  Date,  the  Termination  Date and any
other  dates that are  affected  by the  adjustment  of the  Commencement  Date.
Tenant, within five (5) days after receipt thereof from Landlord,  shall execute
the  Commencement  Letter  and  return  the  same to  Landlord.  Notwithstanding
anything  herein to the  contrary,  Landlord  may elect,  by  written  notice to
Tenant, not to adjust the Commencement Date as provided above if such adjustment
would cause  Landlord to be in violation of the expansion  rights granted to any
other tenant of the Building.  If Landlord elects not to adjust the Commencement
Date, the Commencement Date shall be the Target Commencement Date, provided that
Rent shall not commence until the date that Landlord Work has been substantially
completed (or would have been substantially completed absent any Delays).

         B.       By taking possession of the Premises, Tenant is deemed to have
accepted  the  Premises  and  agreed  that the  Premises  is in good  order  and
satisfactory condition, with no

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representation  or warranty by Landlord as to the  condition  of the Premises or
the Building or suitability thereof for Tenant's use.

         C.  Notwithstanding  anything to the  contrary  contained in the Lease,
Landlord  shall not be  obligated  to tender  possession  of any  portion of the
Premises or other space leased by Tenant from time to time  hereunder  that,  on
the date  possession  is to be  delivered,  is  occupied  by a  tenant  or other
occupant or that is subject to the rights of any other tenant or  occupant,  nor
shall  Landlord  have any other  obligations  to Tenant  under  this  Lease with
respect to such space until the date Landlord:  (1)  recaptures  such space from
such existing tenant or occupant;  and (2) regains the legal right to possession
thereof.  This  Lease  shall not be  affected  by any such  failure  to  deliver
possession  and Tenant  shall have no claim for  damages  against  Landlord as a
result  thereof,  all of which are hereby  waived and  released  by Tenant.  The
Commencement  Date and  Termination  Date shall be  determined  as  provided  in
Section III.A above.

         D. If Tenant takes possession of the Premises prior to the Commencement
Date,  such  possession  shall be subject to all the terms and conditions of the
Lease and Tenant  shall pay Base Rental and  Additional  Base Rental to Landlord
for each day of occupancy prior to the Commencement  Date.  Notwithstanding  the
foregoing,  if Tenant,  with Landlord's prior approval,  takes possession of the
Premises prior to the  Commencement  Date for the sole purpose of performing any
Landlord-approved  improvements  therein or installing  furniture,  equipment or
other personal  property of Tenant,  such possession  shall be subject to all of
the terms and conditions of the Lease,  except that Tenant shall not be required
to pay Base Rental or Additional  Base Rental with respect to the period of time
prior to the  Commencement  Date during which Tenant performs such work.  Tenant
shall, however, be liable for the cost of any services (e.g. electricity,  HVAC,
freight elevators) that are provided to Tenant or the Premises during the period
of Tenant's  possession prior to the Commencement  Date. Nothing herein shall be
construed as granting  Tenant the right to take possession of the Premises prior
to the  Commencement  Date,  whether for  construction,  fixturing  or any other
purpose, without the prior consent of Landlord.

IV.      Rent.

         A. During each calendar  year, or portion  thereof,  falling within the
Lease Term, Tenant shall pay to Landlord as Additional Base Rental hereunder the
sum of:  (1)  Tenant's  Pro Rata Share of the  amount,  if any,  by which  Taxes
(hereinafter defined) for the applicable calendar year exceed Taxes for the Base
Year plus (2) Tenant's Pro Rata Share of the amount,  if any, by which  Expenses
(hereinafter  defined) for the applicable  calendar year exceed Expenses for the
Base Year. For purposes  hereof,  "Expenses" shall mean all Basic Costs with the
exception  of Taxes.  Tenant's Pro Rata Share of increases in Taxes and Tenant's
Pro  Rata  Share  of  increases  in  Expenses  shall be  computed  separate  and
independent  of each  other  prior to being  added  together  to  determine  the
"Excess".  In the event that Taxes and/or  Expenses,  as the case may be, in any
calendar year decrease  below the amount of Taxes or Expenses for the Base Year,
Tenant's Pro Rata Share of Taxes and/or  Expenses,  as the case may be, for such
calendar  year shall be deemed to be $0, it being  understood  that Tenant shall
not be entitled to any credit or offset if Taxes and/or Expenses  decrease below
the  corresponding  amount for the Base Year. Prior to the Commencement Date and
prior to  January 1 of each  calendar  year  during the Lease  Term,  or as soon
thereafter as practical, Landlord shall make a good faith estimate of the Excess
for the  applicable  calendar  year and Tenant's Pro Rata Share  thereof.  On or
before the first day of each month during such calendar  year,  Tenant shall pay
to  Landlord,  as  Additional  Base  Rental,  a  monthly  installment  equal  to
one-twelfth  of Tenant's  Pro Rata Share of  Landlord's  estimate of the Excess.
Landlord shall have the right from time to time during any such calendar year to
revise the  estimate  of Basic  Costs and the  Excess for such year and  provide
Tenant with a revised statement therefor, and thereafter the amount Tenant shall
pay each month shall be based upon such revised  estimate.  If Landlord does not
provide  Tenant  with an estimate of the Basic Costs and the Excess by January 1
of any calendar year,  Tenant shall continue to pay a monthly  installment based
on the previous year's estimate until such time as Landlord provides Tenant with
an estimate of Basic Costs and the Excess for the current year.  Upon receipt of
such current year's  estimate,  an adjustment shall be made for any month during
the current  year with  respect to which  Tenant paid  monthly  installments  of
Additional Base Rental based on the previous year's  estimate.  Tenant shall pay
Landlord for any underpayment within ten (10) days after demand. Any overpayment
shall,  at  Landlord's  option,  be refunded  to Tenant or credited  against the
installment of Additional Base Rental due for the months  immediately  following
the  furnishing  of such  estimate.  Any  amounts  paid by  Tenant  based on any
estimate shall be subject to adjustment  pursuant to the  immediately  following
paragraph when actual Basic Costs are determined for such calendar year.


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                  As soon as is  practical  following  the end of each  calendar
year  during the Lease Term,  Landlord  shall  furnish to Tenant a statement  of
Landlord's  actual Basic Costs and the actual  Excess for the previous  calendar
year. If the estimated  Excess  actually paid by Tenant for the prior year is in
excess of Tenant's actual Pro Rata Share of the Excess for such prior year, then
Landlord shall apply such overpayment  against  Additional Base Rental due or to
become  due  hereunder,  provided  if  the  Lease  Term  expires  prior  to  the
determination  of such  overpayment,  Landlord shall refund such  overpayment to
Tenant after first  deducting  the amount of any Rent due  hereunder.  Likewise,
Tenant  shall  pay  to  Landlord,   within  ten  (10)  days  after  demand,  any
underpayment  with  respect  to the  prior  year,  whether  or not the Lease has
terminated prior to receipt by Tenant of a statement for such  underpayment,  it
being understood that this clause shall survive the expiration of the Lease.

         B. The term "Basic  Costs"  shall mean all costs and  expenses  paid or
incurred  in each  calendar  year in  connection  with  operating,  maintaining,
repairing, managing and owning the Building and the Property, including, but not
limited to, the following:

                  1.  All  labor  costs  for  all  persons  performing  services
required or utilized in connection with the operation,  repair,  replacement and
maintenance of and control of access to the Building and the Property, including
but not limited to amounts incurred for wages,  salaries and other  compensation
for services,  payroll,  social security,  unemployment and other similar taxes,
workers'  compensation  insurance,   uniforms,  training,  disability  benefits,
pensions hospitalization, retirement plans, group insurance or any other similar
or like expenses or benefits.

                  2. All management  fees, the cost of equipping and maintaining
a  management  office  at the  Building,  accounting  services,  legal  fees not
attributable to leasing and collection  activity,  and all other  administrative
costs relating to the Building and the Property.  If management services are not
provided  by a third  party,  Landlord  shall be entitled  to a  management  fee
comparable  to that  due and  payable  to third  parties  provided  Landlord  or
management  companies  owned by, or management  divisions of,  Landlord  perform
actual management  services of a comparable nature and type as normally would be
performed by third parties.

                  3. All rental and/or  purchase  costs of materials,  supplies,
tools and equipment used in the operation,  repair,  replacement and maintenance
and the control of access to the Building and the Property.

                  4. All  amounts  charged to  Landlord  by  contractors  and/or
suppliers for services, replacement parts, components,  materials, equipment and
supplies  furnished  in  connection  with  the  operation  repair,  maintenance,
replacement  of and  control  of  access  to any  part of the  Building,  or the
Property  generally,  including  the  heating,  air  conditioning,  ventilating,
plumbing,  electrical,  elevator and other systems and equipment.  At Landlord's
option,  major  repair  items may be  amortized  over a period of up to five (5)
years.

                  5. All premiums and deductibles  paid by Landlord for fire and
extended  coverage  insurance,   earthquake  and  extended  coverage  insurance,
liability  and extended  coverage  insurance,  rental loss  insurance,  elevator
insurance, boiler insurance and other insurance customarily carried from time to
time by landlords of  comparable  office  buildings or required to be carried by
Landlord's Mortgagee.

                  6.  Charges for water,  gas,  steam and sewer,  but  excluding
those charges for which Landlord is otherwise reimbursed by tenants, and charges
for Electrical  Costs.  For purposes hereof,  the term "Electrical  Costs" shall
mean: (i) all charges paid by Landlord for electricity supplied to the Building,
Property and Premises,  regardless of whether such charges are  characterized as
distribution  charges,  transmission  charges,  generation charges,  public good
charges,  disconnection charges,  competitive transaction charges, stranded cost
recoveries or otherwise;  (ii) except to the extent otherwise  included in Basic
Costs, any costs incurred in connection with the energy  management  program for
the  Building,  Property  and  Premises,  including  any costs  incurred for the
replacement of lights and ballasts and the purchase and  installation of sensors
and other energy saving  equipment;  and (iii) if and to the extent permitted by
law, a reasonable fee for the services  provided by Landlord in connection  with
the selection of utility  companies and the  negotiation and  administration  of
contracts for the  generation of  electricity.  Notwithstanding  the  foregoing,
Electrical  Costs  shall be adjusted  as  follows:  (a) any amounts  received by
Landlord as reimbursement for the above standard building electrical consumption
shall be deducted from Electrical Costs, (b) the cost of electricity incurred in
providing  overtime HVAC to specific  tenants shall be deducted from  Electrical
Costs,  it being agreed that the  electrical  component  of overtime  HVAC costs
shall be calculated as a reasonable percentage of

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the  total  HVAC  costs  charged  to such  tenants,  and (c) if Tenant is billed
directly for the cost of  electricity  to the  Premises as a separate  charge in
addition to Base Rental and Basic Costs,  the cost of  electricity to individual
tenant spaces in the Building shall be deducted from Electrical Costs.

                  7. The term "Taxes",  which for purposes  hereof,  shall mean:
(a) all real estate taxes and  assessments on the Property,  the Building or the
Premises, and taxes and assessments levied in substitution or supplementation in
whole  or in  part of  such  taxes,  (b) all  personal  property  taxes  for the
Building's personal property,  including license expenses, (c) all taxes imposed
on services of Landlord's  agents and  employees,  (d) all other taxes,  fees or
assessments  now or  hereafter  levied  by  any  governmental  authority  on the
Property,  the  Building  or its  contents or on the  operation  and use thereof
except as relate to  specific  tenants,  and (e) all costs and fees  incurred in
connection  with seeking  reductions in or refunds in Taxes  including,  without
limitation, any costs incurred by Landlord to challenge the tax valuation of the
Building, but excluding income taxes. For the purpose of determining real estate
taxes and  assessments for any given calendar year, the amount to be included in
Taxes  for such  year  shall be as  follows:  (1) with  respect  to any  special
assessment that is payable in installments Taxes for such year shall include the
amount of the  installment  (and any interest) due and payable during such year;
and (2) with respect to all other real estate taxes,  Taxes for such year shall,
at Landlord's election, include either the amount accrued, assessed or otherwise
imposed for such year or the amount due and payable for such year, provided that
Landlord's election shall be applied consistently  throughout the Lease Term. If
a  reduction  in Taxes is obtained  for any year of the Lease Term during  which
Tenant  paid its Pro Rata Share of Basic  Costs,  then Basic Costs for such year
will be retroactively  adjusted and Landlord shall provide Tenant with a credit,
if any,  based on such  adjustment.  Likewise  if a  reduction  is  subsequently
obtained  for Taxes for the Base Year (if  Tenant's Pro Rata Share is based upon
increases in Basic Costs over a Base Year),  Basic Costs for the Base Year shall
be restated and the Excess for all subsequent years recomputed. Tenant shall pay
to Landlord  Tenant's Pro Rata Share of any such  increase in the Excess  within
thirty (30) days after Tenant's receipt of a statement therefor from Landlord.

                  8. All landscape expenses and costs of maintaining, repairing,
resurfacing  and striping of the parking areas and garages of the  Property,  if
any.

                  9. Cost of all maintenance service agreements, including those
for  equipment,  alarm  service,  window  cleaning,  drapery or  venetian  blind
cleaning,  janitorial services, pest control, uniform supply, plant maintenance,
landscaping, and any parking equipment.

                  10.  Cost  of  all  other  repairs,  replacements  and general
maintenance of the Property and Building  neither  specified  above nor directly
billed to tenants.

                  11. The  amortized  cost of capital  improvements  made to the
Building or the Property  which are: (a)  primarily  for the purpose of reducing
operating expense costs or otherwise  improving the operating  efficiency of the
Property  or  Building;  or (b)  required  to  comply  with any  laws,  rules or
regulations  of  any  governmental  authority  or a  requirement  of  Landlord's
insurance carrier. The cost of such capital improvements shall be amortized over
a period of five (5) years and shall, at Landlord's option,  include interest at
a rate that is reasonably equivalent to the interest rate that Landlord would be
required to pay to finance the cost of the capital improvement in question as of
the date such capital  improvement is performed,  provided if the payback period
for any capital  improvement is less than five (5) years,  Landlord may amortize
the cost of such capital improvement over the payback period.

                  12.  Any other  expense  or charge  of any  nature  whatsoever
which,  in  accordance  with  general  industry  practice  with  respect  to the
operation of a first-class  office building,  would be construed as an operating
expense.

                  In  addition  if  Landlord  incurs any costs and  expenses  in
connection with the operation,  maintenance,  repair, management or ownership of
the Building and one or more other  buildings,  such costs and expenses shall be
equitably  prorated  between  the  Building  and such  other  buildings  and the
Building's equitable share thereof shall be included in Basic Costs. Basic Costs
shall not  include the cost of capital  improvements  (except as set forth above
and  as  distinguished  from  replacement  parts  or  components  purchased  and
installed in the ordinary  course),  depreciation,  interest (except as provided
above  with  respect  to  the  amortization  of  capital  improvements),   lease
commissions, and principal payments on mortgage and other non-operating debts of
Landlord.  If the Building is not at least  ninety-five  percent (95%)  occupied
during any  calendar  year of the Lease  Term or if  Landlord  is not  supplying
services to at least ninety-five percent (95%) of the total Rentable Area of the
Building at any time during any calendar year of

                                        7

<PAGE>



the Lease Term,  actual Basic Costs for purposes  hereof  shall,  at  Landlord's
option,  be  determined  as if the Building had been  ninety-five  percent (95%)
occupied and Landlord had been supplying  services to ninety-five  percent (95%)
of the Rentable  Area of the Building  during such year.  If Tenant pays for its
Pro Rata  Share of Basic  Costs  based on  increases  over a Base Year and Basic
Costs for any calendar year during the Lease Term are  determined as provided in
the foregoing sentence,  Basic Costs for such Base Year shall also be determined
as if the Building had been ninety-five  percent (95%) occupied and Landlord had
been supplying services to ninety-five percent (95%) of the Rentable Area of the
Building. Any necessary extrapolation of Basic Costs under this Article shall be
performed  by  adjusting  the cost of those  components  of Basic Costs that are
impacted by changes in the occupancy of the Building  (including,  at Landlord's
option,  Taxes) to the cost that would have been  incurred if the  Building  had
been ninety-five percent (95%) occupied and Landlord had been supplying services
to ninety-five percent (95%) of the Rentable Area of the Building.  In addition,
if Tenant's  Pro Rata Share of Basic Costs is  determined  based upon  increases
over  a  Base  Year  and  Basic  Costs  for  the  Base  Year  include  exit  and
disconnection  fees,  standard  cost  charges  and/or  competitive   transaction
charges,  such fees and charges may, at Landlord's option, be imputed as a Basic
Cost for subsequent years in which such fees and charges are not incurred. In no
event,  however,  shall the amount of such imputed  fees and charges  exceed the
actual  amount of exit and  disconnection  fees,  stranded  cost charges  and/or
competitive  transaction  charges that were actually included in Basic Costs for
the Base Year.

         C. If Basic  Costs for any  calendar  year  increase  by more than five
percent  (5%) over Basic  Costs for the  immediately  preceding  calendar  year,
Tenant,  within ninety (90) days after receiving  Landlord's statement of actual
Basic  Costs for a  particular  calendar  year,  shall have the right to provide
Landlord  with  written  notice  (the  "Review  Notice") of its intent to review
Landlord's books and records relating to the Basic Costs for such calendar year.
Within a reasonable time after receipt of a timely Review Notice, Landlord shall
make such books and records available to Tenant or Tenant's agent for its review
at either Landlord's home office or at the office of the Building, provided that
if Tenant  retains  an agent to review  Landlord's  books  and  records  for any
calendar year,  such agent must be CPA firm licensed to do business in the state
in which the Building is located. Tenant shall be solely responsible for any and
all costs,  expenses and fees incurred by Tenant or Tenant's agent in connection
with such  review.  If Tenant  elects to review  Landlord's  books and  records,
within  thirty  (30) days after such books and  records  are made  available  to
Tenant,  Tenant shall have the right to give Landlord  written notice stating in
reasonable  detail any objection to  Landlord's  statement of actual Basic Costs
for such  calendar  year.  If Tenant fails to give  Landlord  written  notice of
objection within such thirty (30) day period or fails to provide Landlord with a
Review Notice within the ninety (90) day period provided above,  Tenant shall be
deemed to have approved Landlord's  statement of Basic Costs in all respects and
shall  thereafter be barred from raising any claims with respect  thereto.  Upon
Landlord's receipt of a timely objection notice from Tenant, Landlord and Tenant
shall work together in good faith to resolve the discrepancy  between Landlord's
statement and Tenant's review. If Landlord and Tenant determine that Basic Costs
for the calendar year in question are less than reported, Landlord shall provide
Tenant with a credit against future  Additional Base Rental in the amount of any
overpayment  by Tenant.  Likewise,  if Landlord and Tenant  determine that Basic
Costs for the calendar year in question are greater than reported,  Tenant shall
forthwith pay to Landlord the amount of underpayment by Tenant.  Any information
obtained by Tenant  pursuant to the  provisions of this Section shall be treated
as confidential.  Notwithstanding anything herein to the contrary,  Tenant shall
not be  permitted  to examine  Landlord's  books and  records or to dispute  any
statement  of Basic Costs  unless  Tenant has paid to Landlord the amount due as
shown on  Landlord's  statement  of actual Basic  Costs,  said  payment  being a
condition precedent to Tenant's right to examine Landlord's books and records.

         D.  Tenant  covenants  and agrees to pay to  Landlord  during the Lease
Term,  without any setoff or deduction  whatsoever,  the full amount of all Base
Rental and Additional Base Rental due hereunder.  In addition,  Tenant shall pay
and be liable for, as additional rent, all rental,  sales and use taxes or other
similar taxes,  if any,  levied or imposed by any city,  state,  county or other
governmental body having authority, such payments to be in addition to all other
payments  required  to be paid  to  Landlord  by  Tenant  under  the  terms  and
conditions of this Lease. Any such payments shall be paid  concurrently with the
payments of the Rent on which the tax is based.  The Base  Rental,  Tenant's Pro
Rata Share of Basic Costs and any recurring  monthly charges due hereunder shall
be due and payable in advance on the first day of each calendar month during the
Lease Term without demand,  provided that the installment of Base Rental for the
first full calendar  month of the Lease Term shall be payable upon the execution
of this Lease by  Tenant.  All other  items of Rent shall be due and  payable by
Tenant on or before ten (10) days after  billing by Landlord.  If the Lease Term
commences on a day other than the first day of a calendar month or terminates on
a day other than the last day of a calendar month,  then the monthly Base Rental
and

                                        8

<PAGE>



Tenant's  Pro Rata Share of Basic Costs for such month shall be prorated for the
number  of days in such  month  occurring  within  the  Lease  Term  based  on a
fraction,  the  numerator  of which is the number of days of the Lease Term that
fell within such calendar month and the denominator of which is thirty (30). All
such payments shall be by a good and sufficient  check.  No payment by Tenant or
receipt or acceptance by Landlord of a lesser amount than the correct  amount of
Rent due under this Lease  shall be deemed to be other than a payment on account
of the earliest Rent due  hereunder,  nor shall any  endorsement or statement on
any check or any  letter  accompanying  any check or payment be deemed an accord
and  satisfaction,  and  Landlord  may  accept  such  check or  payment  without
prejudice  to  Landlord's  right to  recover  the  balance  or pursue  any other
available remedy. The acceptance by Landlord of any Rent on a date after the due
date of such payment shall not be construed to be a waiver of  Landlord's  right
to declare a default for any other late payment.  Tenant's  covenant to pay Rent
shall be independent of every other covenant set forth in this Lease.

         E. All Rent not paid when due and payable  shall bear interest from the
date due until paid at the lesser of: (1) eighteen  percent (18%) per annum;  or
(2) the Maximum Rate.  In addition,  if Tenant fails to pay any  installment  of
Rent when due and payable hereunder, a service fee equal to five percent (5%) of
such unpaid amount will be due and payable immediately by Tenant to Landlord.

         F. In lieu of requiring Tenant to pay Rent by good and sufficient check
in the manner described in Section IV.D. above, Landlord shall have the right in
its sole and absolute  discretion  to require  Tenant to pay Rent by means of an
automated  debit  system  (the  "Automatic  Debit  System")  whereby  any or all
payments of Rent shall be debited from  Tenant's  account in a bank or financial
institution designated by Tenant and credited to Landlord's account in a bank or
financial  institution  designated by Landlord.  In the event Landlord elects to
have  Tenant  pay all or any  portion  of Rent by means of the  Automatic  Debit
System, Tenant, within thirty (30) days after written request by Landlord, shall
execute  and  deliver to  Landlord  any  authorizations,  certificates  or other
documentation  as may be required to establish  and give effect to the Automatic
Debit System. If Landlord elects to have less than all items of Rent paid by the
Automatic  Debit  System,  Landlord  shall advise  Tenant in writing as to those
items of Rent that will be paid by the Automatic  Debit System (e.g. Base Rental
only or Base Rental and  Tenant's  Pro Rata Share of Basic Costs  only).  Either
party shall have the right to change its bank or financial institution from time
to time,  provided  that  Tenant,  no less than  thirty  (30) days  prior to the
effective date of any such change, shall provide Landlord with written notice of
such change and any and all authorizations,  certificates or other documentation
as may be required to establish and give effect to the Automatic Debit System at
Tenant's  new bank or  financial  institution.  Tenant  shall  promptly  pay all
service fees and other  charges  imposed upon  Landlord or Tenant in  connection
with the Automatic  Debit System,  including,  without  limitation,  any charges
resulting from  insufficient  funds in Tenant's bank account.  In the event that
any Rent is not  paid on time as a  result  of  insufficient  funds in  Tenant's
account,  Tenant  shall  be  liable  for  any  interest  and/or  service  fee in
accordance with Section IV.E. above.  Tenant shall remain liable to Landlord for
all payments of Rent due  hereunder  regardless of whether  Tenant's  account is
incorrectly  debited in any given  month,  it being  agreed that a debit of less
than the full amount of Rent due shall not be  construed as a waiver by Landlord
of its right to receive any unpaid balance of Rent.

V.       Use.

         The  Premises  shall  be used  for the  Permitted  Use and for no other
purpose.  Tenant  agrees  not to use or permit the use of the  Premises  for any
purpose  which is illegal,  dangerous  to life,  limb or  property or which,  in
Landlord's  reasonable  opinion,  creates a nuisance or which would increase the
cost of insurance  coverage with respect to the  Building.  Tenant shall conduct
its  business  and  control  its  agents,  servants,   contractors,   employees,
customers,  licensees,  and invitees in such a manner as not to interfere  with,
annoy or disturb other  tenants,  or in any way  interfere  with Landlord in the
management and operation of the Building. Tenant will maintain the Premises in a
clean and healthful  condition,  and comply with all laws,  ordinances,  orders,
rules and regulations of any governmental entity with reference to the operation
of Tenant's  business and to the use,  condition,  configuration or occupancy of
the Premises,  including without limitation, the Americans with Disabilities Act
(collectively referred to as "Laws"). Tenant, within ten (10) days after receipt
thereof,  shall  provide  Landlord  with copies of any notices it receives  with
respect to a violation or alleged violation of any Laws. Tenant will comply with
the rules and regulations of the Building  attached hereto as Exhibit B and such
other rules and  regulations  adopted and altered by Landlord  from time to time
and will cause all of its agents, servants,  contractors,  employees, customers,
licensees and invitees to do so. All changes to such rules and regulations  will
be reasonable and shall be sent by Landlord to Tenant in writing.

                                        9

<PAGE>



VI.      Security Deposit

         The Security  Deposit shall be delivered to Landlord upon the execution
of this  Lease by Tenant and shall be held by  Landlord  without  liability  for
interest  (except as  required by law) and as security  for the  performance  of
Tenant's  obligations  under  this  Lease.  The  Security  Deposit  shall not be
considered  an advance  payment of Rent or a measure of Tenant's  liability  for
damages. Landlord may, from time to time, without prejudice to any other remedy,
use all or a portion of the Security Deposit to make good any arrearage of Rent,
to repair  damages to the Premises,  to clean the Premises upon  termination  of
this Lease or otherwise to satisfy any other  covenant or  obligation  of Tenant
hereunder.  Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original  amount.  If Tenant is not in default at the termination
of this Lease,  after Tenant  surrenders  the Premises to Landlord in accordance
with this Lease and all amounts due Landlord from Tenant are finally  determined
and paid by Tenant or through  application of the Security Deposit,  the balance
of the Security Deposit  remaining after any such application  shall be returned
to Tenant.  If Landlord  transfers its interest in the Premises during the Lease
Term,  Landlord may assign the Security Deposit to the transferee and thereafter
shall have no further liability for the return of such Security Deposit.  Tenant
agrees to look  solely to such  transferee  or  assignee  for the  return of the
Security Deposit.  Landlord and its successors and assigns shall not be bound by
any actual or attempted  assignment or  encumbrance  of the Security  Deposit by
Tenant, provided, however, if Tenant's interest in this Lease has been assigned,
Landlord shall,  provided that Landlord has been furnished with a fully executed
copy of the  agreement  assigning  such  Security  Deposit,  return the Security
Deposit to such assignee in accordance with the terms and conditions  hereof. If
Landlord  returns  the  Security  Deposit to  Tenant's  assignee  as  aforesaid,
Landlord  will have no further  obligation  to any party with  respect  thereto.
Landlord  shall not be required to keep the Security  Deposit  separate from its
other accounts.

VII.     Services to be Furnished by Landlord.

         A.  Landlord, as  part  of  Basic Costs (except as otherwise provided),
agrees to furnish Tenant the following services:

                  1. Water for use in the  lavatories  on the  floor(s) on which
the  Premises  is  located.  If Tenant  desires  water in the  Premises  for any
approved reason,  including a private  lavatory or kitchen,  cold water shall be
supplied, at Tenants sole cost and expense, from the Building water main through
a line and fixtures  installed at Tenant's  sole cost and expense with the prior
reasonable  consent of Landlord.  If Tenant  desires hot water in the  Premises,
Tenant, at its sole cost and expense and subject to the prior reasonable consent
of  Landlord,  may install a hot water heater in the  Premises.  Tenant shall be
solely responsible for maintenance and repair of any such hot water heater.

                  2. Central heat and air  conditioning  in season during Normal
Business  Hours, at such  temperatures  and in such amounts as are considered by
Landlord,  in its reasonable  judgment,  to be standard for buildings of similar
class, size, age and location, or as required by governmental  authority. In the
event that Tenant  requires  central heat,  ventilation or air  conditioning  at
hours other than Normal  Business Hours,  such central heat,  ventilation or air
conditioning  shall  be  furnished  only  upon the  written  request  of  Tenant
delivered to Landlord at the office of the Building  prior to 3:00 P.M. at least
one  Business  Day in advance  of the date for which  such  usage is  requested.
Tenant  shall pay  Landlord,  as  Additional  Base  Rental,  the entire  cost of
additional service as such costs are determined by Landlord from time to time.

                  3.  Maintenance  and  repair of all Common Areas in the manner
and to the extent  reasonably deemed by Landlord to be standard for buildings of
similar class, size, age and location.

                  4. Janitor  service on Business Days;  provided,  however,  if
Tenant's use, floor covering or other  improvements,  require special  services,
Tenant  shall  pay  the  additional  cost  reasonably  attributable  thereto  as
Additional Base Rental.

                  5.  Passenger elevator service in common with other tenants of
the Building.

                  6.  Electricity  to  the  Premises  for  general  office  use,
in accordance  with and subject to the terms and conditions set forth in Article
XI of this Lease.


                                       10

<PAGE>



         B.  The  failure  by  Landlord  to  any  extent  to  furnish,   or  the
interruption or termination of, any services in whole or in part, resulting from
adherence to laws,  regulations and administrative  orders,  wear, use, repairs,
improvements,  alterations  or any  causes  beyond  the  reasonable  control  of
Landlord shall not render  Landlord  liable in any respect nor be construed as a
constructive  eviction of Tenant,  nor give rise to an  abatement  of Rent,  nor
relieve Tenant from the obligation to fulfill any covenant or agreement  hereof.
Should any of the equipment or machinery  used in the provision of such services
for any  cause  cease  to  function  properly,  Landlord  shall  use  reasonable
diligence to repair such equipment or machinery.

         C. Tenant expressly  acknowledges that if Landlord,  from time to time,
elects  to  provide  security  services,  Landlord  shall  not be deemed to have
warranted  the  efficiency  of any security  personnel,  service,  procedures or
equipment and Landlord  shall not be liable in any manner for the failure of any
such security personnel, services, procedures or equipment to prevent or control
or apprehend anyone suspected of personal injury property damage or any criminal
conduct in, on or around the Property.

VIII.    Leasehold Improvements.

         Any trade fixtures,  unattached and movable equipment or furniture,  or
other personalty brought into the Premises by Tenant ("Tenant's Property") shall
be owned and insured by Tenant.  Tenant shall remove all such Tenant's  Property
from the Premises in accordance  with the terms of Article XXXV hereof.  Any and
all  alterations.  additions and  improvements  to the  Premises,  including any
built-in furniture  (collectively  "Leasehold  Improvements") shall be owned and
insured  by  Landlord   and  shall  remain  upon  the   Premises,   all  without
compensation,  allowance or credit to Tenant. Landlord may, nonetheless,  at any
time  prior to, or within  six (6)  months  after,  the  expiration  or  earlier
termination  of this Lease or Tenant's  right to  possession,  require Tenant to
remove any Leasehold  Improvements performed by or for the benefit of Tenant and
all  electronic,  phone and data  cabling as are  designated  by  Landlord  (the
"Required  Removables")  at Tenant's  sole cost.  In the event that  Landlord so
elects,  Tenant shall remove such Required Removables within ten (10) days after
notice from  Landlord,  provided  that in no event  shall  Tenant be required to
remove such Required  Removables prior to the expiration or earlier  termination
of this  Lease  or  Tenant's  right  to  possession.  In  addition  to  Tenant's
obligation  to remove the  Required  Removables,  Tenant shall repair any damage
caused by such removal and perform such other work as is reasonably necessary to
restore the  Premises to a "move in"  condition.  If Tenant  fails to remove any
specified Required Removables or to perform any required repairs and restoration
within the time period  specified  above,  Landlord,  at Tenant's  sole cost and
expense,  may remove,  store, sell and/or dispose of the Required Removables and
perform such required repairs and restoration work. Tenant, within five (5) days
after demand from Landlord,  shall reimburse Landlord for any and all reasonable
costs incurred by Landlord in connection with the Required Removables.

IX.      Graphics.

         Landlord  shall  provide and install at Tenant's sole cost and expense,
any suite  numbers and Tenant  identification  on the  exterior of the  Premises
using the standard  graphics for the Building.  Tenant shall not be permitted to
install  any signs or other  identification  without  Landlord's  prior  written
consent.

X.       Repairs and Alterations.

         A. Except to the extent such  obligations  are  imposed  upon  Landlord
hereunder,  Tenant, at its sole cost and expense,  shall perform all maintenance
and repairs to the Premises as are necessary to keep the same in good  condition
and repair  throughout the entire Lease Term  reasonable wear and tear excepted.
Tenant's repair and maintenance  obligations  with respect to the Premises shall
include,  without  limitation,  any  necessary  repairs with respect to: (1) any
carpet or other floor covering, (2) any interior partitions,  (3) any doors, (4)
the interior sides of any demising walls, (5) any telephone and computer cabling
that  serves  Tenant's   equipment   exclusively,   (6)  any   supplemental  air
conditioning  units,  private  showers and  kitchens,  including any plumbing in
connection therewith, and similar facilities serving Tenant exclusively, and (7)
any alterations,  additions or improvements performed by contractors retained by
Tenant.  All such work shall be performed in accordance  with section X.B. below
and the rules,  policies and procedures reasonably enacted by Landlord from time
to time for the performance of work in the Building. If Tenant fails to make any
necessary  repairs to the  Premises,  Landlord  may,  at its  option,  make such
repairs,  and Tenant  shall pay the cost  thereof to the  Landlord  on demand as
Additional  Base Rental,  together  with an  administrative  charge in an amount
equal to ten percent (10%) of the cost of such repairs.  Landlord  shall, at its
expense (except as included in Basic Costs), keep and

                                       11

<PAGE>



maintain in good  repair and  working  order and make all repairs to and perform
necessary maintenance upon: (a) all structural elements of the Building; and (b)
all  mechanical,  electrical  and  plumbing  systems  that serve the Building in
general;  and (c) the Building  facilities common to all tenants including,  but
not limited to, the ceilings, walls and floors in the Common Areas.

         B. Tenant shall not make or allow to be made any alterations, additions
or  improvements  to the Premises  without  first  obtaining  the prior  written
consent of Landlord in each such instance. Prior to commencing any such work and
as a condition to obtaining  Landlord's  consent,  Tenant must furnish  Landlord
with plans and  specifications  reasonably  acceptable  to  Landlord;  names and
addresses of contractors reasonably acceptable to Landlord; copies of contracts;
necessary  permits and approvals;  evidence of contractor's and  subcontractor's
insurance in accordance with Article XVI section B. hereof;  and payment bond or
other  security,  all in form and  amount  satisfactory  to  Landlord.  All such
improvements,  alterations  or  additions  shall  be  constructed  in a good and
workmanlike  manner using Building Standard  materials or other new materials of
equal or greater quality.  Landlord, to the extent reasonably necessary to avoid
any  disruption  to the tenants and  occupants of the  Building,  shall have the
right  to  designate  the  time  when  any  such   alterations,   additions  and
improvements  may be performed  and to  otherwise  designate  reasonable  rules,
regulations and procedures for the performance of work in the Building.
 Upon completion, Tenant shall furnish "as-built" plans, contractor's affidavits
and full and final  waivers of lien and receipted  bills  covering all labor and
materials.  All  improvements,  alterations  and additions shall comply with all
insurance  requirements,  codes,  ordinances,  laws and  regulations,  including
without limitation,  the Americans with Disabilities Act. Tenant shall reimburse
Landlord upon demand as Additional Base Rental for all sums, if any, expended by
Landlord for third party examination of the architectural,  mechanical, electric
and plumbing plans for any alterations,  additions or improvements. In addition,
if Landlord so requests,  Landlord shall be entitled to oversee the construction
of any alterations,  additions or improvements  that may affect the structure of
the  Building  or any of the  mechanical,  electrical,  plumbing  or life safety
systems of the  Building.  In the event  Landlord  elects to oversee  such work,
Landlord  shall be  entitled  to receive a fee for such  oversight  in an amount
equal to fifteen  percent  (15%) of the cost of such  alterations,  additions or
improvements.  Landlord's  approval of Tenant's plans and specifications for any
work  performed  for  or on  behalf  of  Tenant  shall  not  be  deemed  to be a
representation  by  Landlord  that such  plans and  specifications  comply  with
applicable  insurance  requirements,   building  codes,   ordinances,   laws  or
regulations or that the alterations,  additions and improvements  constructed in
accordance with such plans and specifications will be adequate for Tenant's use.

XI.      Use of Electrical Services by Tenant.

         A. All electricity  used by Tenant in the Premises shall, at Landlord's
option,  be paid for by Tenant either:  (1) through inclusion in Base Rental and
Basic Costs  (except as provided in Section  XI.B.  below with respect to excess
usage);  or (2) by a separate  charge billed  directly to Tenant by Landlord and
payable by Tenant as Additional  Base Rental within ten (10) days after billing;
or (3) by a  separate  charge  or  charges  billed by the  utility  company(ies)
providing  electrical  service  and payable by Tenant  directly to such  utility
company(ies).  It is understood that  electrical  service to the Premises may be
furnished by one or more companies providing electrical generation, transmission
and/or distribution services and that the cost of electricity may be billed as a
single  charge or divided  into and billed in a variety  of  categories  such as
distribution  charges,  transmission  charges,  generation charges,  public good
charges or other similar categories.  Landlord shall have the exclusive right to
select the company(ies)  providing electrical service to the Building,  Premises
and Property to aggregate the electrical service for the Building,  Premises and
Property  with  other  buildings,  to  purchase  electricity  for the  Building,
Premises and  Property  through a broker  and/or  buyers group and to change the
providers and/or manner of purchasing  electricity  from time to time.  Landlord
shall be  entitled to receive a  reasonable  fee (if  permitted  by law) for the
services  provided by  Landlord  in  connection  with the  selection  of utility
companies and the negotiation and administration of contracts for the generation
of electricity.  In addition,  if Landlord bills Tenant directly for the cost of
electricity as Additional  Base Rental,  the cost of electricity may include (if
permitted by law) an  administrative  fee to reimburse  Landlord for the cost of
reading meters, preparing invoices and related costs.

         B. Tenant's use of electrical  service in the Premises shall not exceed
either in voltage,  rated capacity,  use beyond Normal Business Hours or overall
load,  that which Landlord  deems to be standard for the Building.  In the event
Tenant  shall  consume  (or request  that it be allowed to  consume)  electrical
service in excess of that deemed by Landlord  to be standard  for the  Building,
Landlord may refuse to consent to such excess usage or may condition its consent
to such  excess  usage  upon  such  conditions  as  Landlord  reasonably  elects
(including the installation of utility service upgrades, submeters, air handlers
or cooling units), and all such additional usage (to the

                                       12

<PAGE>



extent permitted by law), installation and maintenance thereof shall be paid for
by Tenant as  Additional  Base  Rental.  Landlord,  at any time during the Lease
Term, shall have the right to separately meter electrical usage for the Premises
or to measure  electrical usage by survey or any other method that Landlord,  in
its reasonable judgment, deems to be appropriate.

         C.  Notwithstanding  Section  A.  above to the  contrary,  if  Landlord
permits  Tenant to purchase  electrical  power for the Premises  from a provider
other than Landlord's designated company(ies), such provider shall be considered
to be a  contractor  of Tenant  and Tenant  shall  indemnify  and hold  Landlord
harmless from such provider's acts and omissions while in, or in connection with
their  services  to, the Building or Premises in  accordance  with the terms and
conditions of Article XV. In addition, at the request of Landlord,  Tenant shall
allow Landlord to purchase  electricity from Tenant's  provider at Tenant's rate
or at such lower rate as can be negotiated by the  aggregation of Landlord's and
Tenant's requirements for electricity power.

XII.     Entry by Landlord.

         Landlord  and its  agents or  representatives  shall  have the right to
enter the Premises to inspect the same,  or to show the Premises to  prospective
purchasers, mortgagees, tenants (during the last twelve months of the Lease Term
or earlier in connection with a potential  relocation) or insurers,  or to clean
or make  repairs,  alterations  or additions  thereto,  including  any work that
Landlord  deems  necessary  for the safety,  protection or  preservation  of the
Building or any occupants  thereof,  or to facilitate  repairs,  alterations  or
additions to the Building or any other tenants'  premises.  Except for any entry
by  Landlord  in an  emergency  situation  or to  provide  normal  cleaning  and
janitorial  service,  Landlord shall provide Tenant with reasonable prior notice
of any  entry  into  the  Premises,  which  notice  may be  given  verbally.  If
reasonably  necessary for the protection and safety of Tenant and its employees,
Landlord  shall  have the right to  temporarily  close the  Premises  to perform
repairs,  alterations or additions in the Premises, provided that Landlord shall
use  reasonable  efforts to perform all such work on weekends  and after  Normal
Business Hours.  Entry by Landlord hereunder shall not constitute a constructive
eviction  or entitle  Tenant to any  abatement  or  reduction  of Rent by reason
thereof.

XIII.    Assignment and Subletting.

         A. Tenant shall not assign,  sublease,  transfer or encumber this Lease
or any  interest  therein or grant any  license,  concession  or other  right of
occupancy of the Premises or any portion thereof or otherwise  permit the use of
the Premises or any portion thereof by any party other than Tenant (any of which
events is hereinafter called a "Transfer")  without the prior written consent of
Landlord,  which consent shall not be unreasonably  withheld with respect to any
proposed  assignment or subletting.  Landlord's  consent shall not be considered
unreasonably withheld if: (1) the proposed transferee's financial responsibility
does not meet the same criteria  Landlord uses to select Building  tenants;  (2)
the proposed  transferee's business is not suitable for the Building considering
the business of the other tenants and the Building's prestige or would result in
a violation of an exclusive right granted to another tenant in the Building; (3)
the  proposed  use is  different  than  the  Permitted  Use:  (4)  the  proposed
transferee is a government agency or occupant of the Building;  (5) Tenant is in
default;  or (6) any portion of the Building or Premises would become subject to
additional or different governmental laws or regulations as a consequence of the
proposed  Transfer  and/or the proposed  transferee's  use and  occupancy of the
Premises.  Tenant  acknowledges  that the  foregoing  is not  intended  to be an
exclusive  list of the reasons for which  Landlord may  reasonably  withhold its
consent to a proposed Transfer. Any attempted Transfer in violation of the terms
of this Article shall, at Landlord's sole and absolute option, be void.  Consent
by Landlord to one or more Transfers shall not operate as a waiver of Landlord's
rights as to any subsequent  Transfers.  In addition  Tenant shall not,  without
Landlord's  prior written consent,  publicly  advertise the proposed rental rate
for any Transfer.

         B.  If  Tenant  requests  Landlord's  consent  to a  Transfer,  Tenant,
together with such request for consent,  shall provide Landlord with the name of
the  proposed  transferee  and  the  nature  of the  business  of  the  proposed
transferee,  the  term,  use,  rental  rate and all  other  material  terms  and
conditions of the proposed Transfer,  including,  without limitation,  a copy of
the proposed  assignment,  sublease or other contractual  documents and evidence
satisfactory   to  Landlord  that  the  proposed   transferee   is   financially
responsible.  Notwithstanding  Landlord's  agreement  to  act  reasonably  under
Section  XIII.A.  above,  Landlord may,  within  forty-five  (45) days after its
receipt of all  information  and  documentation  required  herein,  either:  (1)
consent to or reasonably  refuse to consent to such Transfer in writing;  or (2)
negotiate  directly with the proposed  transferee  and in the event  Landlord is
able to reach an agreement with such proposed  transferee,  terminate this Lease
(in part or in whole,  as  appropriate)  upon thirty (30) days'  notice;  or (3)
cancel and terminate

                                       13

<PAGE>



this Lease, in whole or in part as  appropriate,  upon thirty (30) days' notice.
In the event Landlord  consents to any such  Transfer,  the Transfer and consent
thereto shall be in a form approved by Landlord, and Tenant shall bear all costs
and expenses  incurred by Landlord in connection with the review and approval of
such  documentation,  which  costs and  expenses  shall be deemed to be at least
Seven Hundred Fifty Dollars ($750.00).

         C. All cash or other  proceeds (the  "Transfer  Consideration")  of any
Transfer  of  Tenant's  interest  in this  Lease  and/or the  Premises,  whether
consented  to by Landlord or not,  shall be paid to Landlord  and Tenant  hereby
assigns  all  rights  it might  have or ever  acquire  in any such  proceeds  to
Landlord. In addition to the Rent hereunder,  Tenant hereby covenants and agrees
to pay to Landlord all rent and other  consideration  which it receives which is
in excess of the Rent payable  hereunder within ten (10) days following  receipt
thereof by Tenant.  In addition to any other rights Landlord may have,  Landlord
shall have the right to contact any  transferee  and require  that all  payments
made pursuant to the Transfer shall be made directly to Landlord.

         D. If Tenant is a  corporation,  limited  liability  company or similar
entity,  and if at any time during the Lease Term the entity or entities who own
the  voting  shares at the time of the  execution  of this  Lease  cease for any
reason   (including   but  not  limited  to  merger,   consolidation   or  other
reorganization  involving another corporation) to own a majority of such shares,
or if Tenant  is a  partnership  and if at any time  during  the Lease  Term the
general  partner or partners  who own the general  partnership  interests in the
partnership at the time of the execution of this Lease,  cease for any reason to
own a majority of such  interests  (except as the result of  transfers  by gift,
bequest or inheritance to or for the benefit of members of the immediate  family
of such original shareholder(s) or partner(s)), such an event shall be deemed to
be a Transfer.  The  preceding  sentence  shall not apply  whenever  Tenant is a
corporation,  the outstanding stock of which is listed on a recognized  security
exchange,  or if at least eighty  percent  (80%) of its voting stock is owned by
another corporation the voting stock of which is so listed.

         E. Any  Transfer  consented  to by  Landlord  in  accordance  with this
Article XIII shall be only for the Permitted Use and for no other purpose. In no
event shall any Transfer  release or relieve Tenant or any  Guarantors  from any
obligations under this Lease.

XIV.     Liens.

         The  interest of Landlord in the  Premises  shall not be subject in any
way to any liens including construction liens, for improvements to or other work
performed  with  respect to the  Premises by or on behalf of Tenant.  The Tenant
shall have no power or authority to create any lien or permit any lien to attach
to the present estate, reversion, or other estate of Landlord in the Premises or
in the Property and all mechanics, materialmen, contractors, artisans, and other
parties  contracting with Tenant or its  representatives or privies with respect
to the Premises or any part of the Premises are hereby  charged with notice that
they must look to the  Tenant  to  secure  payment  of any bill for work done or
material  furnished  or for any other  purpose  during  the term of this  Lease.
Without  limiting the generality of the  foregoing,  Tenant agrees to obtain and
deliver to Landlord written and unconditional waivers of construction liens upon
the Premises and the Property,  for all work or materials to be furnished to the
Premises  at the  request  or  direction  of Tenant  signed  by all  architects,
engineers, designers, contractors, subcontractors, materialmen, and laborers who
become  involved in such work.  Notwithstanding  the foregoing,  Tenant,  at its
expense,  shall cause any lien filed against the Premises or the  Property,  for
work or materials  claimed to have been furnished to Tenant, to be discharged of
record or properly  transferred  to a bond pursuant to Section  713.24,  Florida
Statutes (1991),  within ten (10) days after notice thereof to Tenant. If Tenant
shall fail to so discharge such lien or transfer it to a bond as required above,
then,  in addition to any other right or remedy of  Landlord,  Landlord  may but
shall not be obligated  to discharge or transfer the same to a bond.  Any amount
paid  by  Landlord  for  any of the  aforesaid  purposes,  including  reasonable
attorneys  fees (and to the extent  permitted by law) shall be paid by Tenant to
Landlord on demand as Additional  Base Rental.  Landlord shall have the right to
post and keep posted on the  Premises any notices that may be provided by law or
which  Landlord  may deem to be  proper  for the  protection  of  Landlord,  the
Premises and the Building from such liens.  Tenant shall notify every contractor
making  improvements  to the  Premises  that the interest of the Landlord in the
Premises shall not be subject to liens for  improvements  to the Premises or for
other work  performed  with  respect to the  Premises by or on behalf of Tenant.
Upon  request  from  Landlord,  Tenant shall  execute,  acknowledge  and deliver
without charge a memorandum of lease or notice in recordable  form  containing a
confirmation  that the  interest of the  Landlord in the  Premises  and Property
shall not be subject to liens for improvements to the Premises or for other work
performed with respect to the Premises by or on behalf of Tenant.


                                       14

<PAGE>



XV.      Indemnity and Waiver of Claims.

         A. Tenant  shall  indemnify,  defend and hold  Landlord,  its  members,
principals,    beneficiaries,    partners,   officers,   directors,   employees,
Mortgagee(s) and agents,  and the respective  principals and members of any such
agents  (collectively the "Landlord Related Parties")  harmless against and from
all liabilities,  obligations,  damages,  penalties,  claims, costs, charges and
expenses,  including,  without limitation,  reasonable attorneys' fees and other
professional  fees (if and to the extent permitted by law), which may be imposed
upon,  incurred by, or asserted  against Landlord or any of the Landlord Related
Parties and arising,  directly or indirectly,  out of or in connection  with the
use,  occupancy  or  maintenance  of the  Premises  by,  through or under Tenant
including,  without limitation, any of the following: (1) any work or thing done
in,  on or about  the  Premises  or any part  thereof  by  Tenant  or any of its
transferees,  agents, servants, contractors,  employees, customers, licensees or
invitees; (2) any use, non-use, possession,  occupation, condition, operation or
maintenance  of the  Premises  or any part  thereof;  (3) any act or omission of
Tenant or any of its  transferees,  agents,  servants,  contractors,  employees,
customers  licensees  or  invitees,  regardless  of whether such act or omission
occurred within the Premises; (4) any injury or damage to any person or property
occurring in, on or about the Premises or any part  thereof;  or (5) any failure
on the  part  of  Tenant  to  perform  or  comply  with  any  of the  covenants,
agreements,  terms or conditions  contained in this Lease with which Tenant must
comply or perform.  In case any action or proceeding is brought against Landlord
or any of the Landlord Related Parties by reason of any of the foregoing, Tenant
shall,  at  Tenant's  sole cost and  expense,  resist and defend  such action or
proceeding with counsel approved by Landlord or, at Landlord's option, reimburse
Landlord for the cost of any counsel retained directly by Landlord to defend and
resist such action or proceeding.

         B. Landlord and the Landlord  Related  Parties shall not be liable for,
and Tenant hereby waives,  all claims for loss or damage to Tenant's business or
damage to person or  property  sustained  by Tenant or any person  claiming  by,
through or under Tenant,  including  Tenant's  principals,  agents and employees
(collectively,  the "Tenant  Related  Parties")  resulting  from any accident or
occurrence  in,  on or  about  the  Premises,  the  Building  or  the  Property,
including, without limitation,  claims for loss, theft or damage resulting from:
(1) the  Premises,  Building,  or Property  or any  equipment  or  appurtenances
becoming  out of repair;  (2) wind or  weather;  (3) any defect in or failure to
operate,  for  whatever  reason,  any  sprinkler,  heating  or  air-conditioning
equipment, electric wiring, gas, water or steam pipes; (4) broken glass; (5) the
backing up of any sewer pipe or downspout; (6) the bursting,  leaking or running
of any tank,  water  closet,  drain or other  pipe;  (7) the  escape of steam or
water; (8) water,  snow or ice being upon or coming through the roof,  skylight,
stairs,  doorways,  windows, walks or any other place upon or near the Building;
(9) the falling of any fixture,  plaster, tile or other material;  (10) any act,
omission or  negligence  of other  tenants,  licensees  or any other  persons or
occupants of the Building or of adjoining or contiguous buildings,  or owners of
adjacent  or  contiguous  property  or the  public,  or by  construction  of any
private,  public or  quasi-public  work;  or (11) any other  cause of any nature
except, as to items 1-9, where such loss or damage is due to Landlord's  willful
failure to make repairs required to be made pursuant to other provisions of this
Lease,  after the  expiration  of a  reasonable  time  after  written  notice to
Landlord of the need for such repairs.  To the maximum extent  permitted by law,
Tenant agrees to use and occupy the Premises,  and to use such other portions of
the Building as Tenant is herein given the right to use, at Tenant's own risk.

XVI.     Tenant's Insurance.

         A. At all times commencing on and after the earlier of the Commencement
Date and the date  Tenant or its agents,  employees  or  contractors  enters the
Premises for any purpose,  Tenant shall carry and maintain, at its sole cost and
expense:

                  1. Commercial  General Liability  Insurance  applicable to the
Premises and its  appurtenances  providing,  on an occurrence  basis,  a minimum
combined single limit of Two Million Dollars ($2,000,000.00), with a contractual
liability endorsement covering Tenant's indemnity obligations under this Lease.

                  2. All Risks of Physical Loss Insurance written at replacement
cost value and with a  replacement  cost  endorsement  covering  all of Tenant's
Property in the Premises.

                  3. Workers' Compensation Insurance as required by the state in
which the  Premises is located  and in amounts as may be required by  applicable
statute, and Employers Liability Coverage of One Million Dollars ($1,000,000.00)
per occurrence.


                                       15

<PAGE>



                  4. Whenever good business practice,  in Landlord's  reasonable
judgment, indicates the need of additional insurance coverage or different types
of insurance  in  connection  with the  Premises or Tenant's  use and  occupancy
thereof,  Tenant shall, upon request,  obtain such insurance at Tenant's expense
and provide Landlord with evidence thereof.

         B. Except for items for which  Landlord is  responsible  under the Work
Letter Agreement, before any repairs, alterations,  additions,  improvements, or
construction  are  undertaken by or on behalf of Tenant,  Tenant shall carry and
maintain, at its expense, or Tenant shall require any contractor performing work
on the Premises to carry and maintain, at no expense to Landlord, in addition to
Workers'  Compensation  Insurance as required by the  jurisdiction  in which the
Building is located,  All Risk  Builder's  Risk  Insurance  in the amount of the
replacement  cost of any  alterations,  additions or improvements (or such other
amount  reasonably  required  by  Landlord)  and  Commercial  General  Liability
Insurance  (including,  without  limitation,  Contractor's  Liability  coverage,
Contractual  Liability coverage and Completed Operations coverage) written on an
occurrence  basis with a minimum  combined  single limit of Two Million  Dollars
($2,000,000.00)  and adding  "the named  Landlord  hereunder  (or any  successor
thereto), Osprey S.A. Ltd., a Florida limited partnership,  and their respective
members, principals,  beneficiaries,  partners, officers, directors,  employees,
agents and any Mortgagee(s)", and other designees of Landlord as the interest of
such designees shall appear, as additional insureds (collectively referred to as
the "Additional Insureds").

         C. Any  company  writing  any  insurance  which  Tenant is  required to
maintain or cause to be maintained pursuant to the terms of this Lease (all such
insurance  as well as any other  insurance  pertaining  to the  Premises  or the
operation  of  Tenant's   business   therein  being  referred  to  as  "Tenant's
Insurance"),  as well as the  form of such  insurance,  shall  at all  times  be
subject to Landlord's reasonable approval, and each such insurance company shall
have an A Best rating of "A"or better and shall be licensed and  qualified to do
business in the state in which the Premises is located.  All policies evidencing
Tenant's  Insurance (except for Workers'  Compensation  Insurance) shall specify
Tenant as named  insured and the  Additional  Insureds as  additional  insureds.
Provided that the coverage afforded Landlord and any designees of Landlord shall
not be reduced or otherwise  adversely affected all of Tenant's Insurance may be
carried under a blanket  policy  covering the Premises and any other of Tenant's
locations. All policies of Tenants Insurance shall contain endorsements that the
insurer(s)  will give to Landlord  and its  designees at least thirty (30) days'
advance written notice of any change, cancellation, termination or lapse of said
insurance. Tenant shall be solely responsible for payment of premiums for all of
Tenant's Insurance.  Tenant shall deliver to Landlord at least fifteen (15) days
prior to the time Tenant's  Insurance is first required to be carried by Tenant,
and upon renewals at least fifteen (15) days prior to the expiration of any such
insurance  coverage,  a  certificate  of insurance  of all policies  procured by
Tenant in  compliance  with its  obligations  under  this  Lease.  The limits of
Tenant's Insurance shall in no event limit Tenant's liability under this Lease.

         D.  Tenant  shall not do or fail to do  anything  in, upon or about the
Premises  which  will:  (1)  violate  the terms of any of  Landlord's  insurance
policies;  (2) prevent Landlord from obtaining policies of insurance  acceptable
to Landlord or any  Mortgagees;  or (3) result in an increase in the rate of any
insurance on the Premises,  the Building,  any other  property of Landlord or of
others within the Building.  In the event of the occurrence of any of the events
set forth in this Section,  Tenant shall pay Landlord upon demand, as Additional
Base  Rental,  the cost of the  amount  of any  increase  in any such  insurance
premium,  provided that the  acceptance by Landlord of such payment shall not be
construed to be a waiver of any rights by Landlord in connection  with a default
by Tenant  under the Lease.  If Tenant  fails to obtain the  insurance  coverage
required by this Lease,  Landlord may, at its option,  obtain such insurance for
Tenant,  and Tenant  shall  pay,  as  Additional  Base  Rental,  the cost of all
premiums thereon and all of Landlord's costs associated therewith.

XVII.    Subrogation.

         Notwithstanding  anything  set  forth in this  Lease  to the  contrary,
Landlord and Tenant do hereby waive any and all right of recovery, claim, action
or  cause  of  action   against   the  other,   their   respective   principals,
beneficiaries,  partners, officers,  directors, agents, and employees, and, with
respect to Landlord, its Mortgagee(s),  for any loss or damage that may occur to
Landlord  or Tenant or any party  claiming  by,  through  or under  Landlord  or
Tenant,  as the case may be,  with  respect to their  respective  property,  the
Building,  the Property or the Premises or any addition or improvements thereto,
or any contents  therein,  by reason of fire, the elements,  or any other cause,
regardless of cause or origin,  including the  negligence of Landlord or Tenant,
or their respective  principals,  beneficiaries,  partners,  officers directors,
agents and employees and, with respect to Landlord, its Mortgagee(s), which loss
or damage is (or would have been, had the insurance

                                       16

<PAGE>



required by this Lease been  carried)  covered by  insurance.  Since this mutual
waiver  will  preclude  the  assignment  of any such  claim by  subrogation  (or
otherwise) to an insurance  company (or any other  person),  Landlord and Tenant
each agree to give each insurance company which has issued, or in the future may
issue, policies of insurance,  with respect to the items covered by this waiver,
written  notice of the terms of this mutual  waiver,  and to have such insurance
policies properly endorsed, if necessary,  to prevent the invalidation of any of
the  coverage  provided  by such  insurance  policies  by reason of such  mutual
waiver.  For the purpose of the foregoing  waiver,  the amount of any deductible
applicable to any loss or damage shall be deemed covered by, and  recoverable by
the insured under the insurance policy to which such deductible  relates. In the
event that Tenant is  permitted  to and  self-insures  any risk which would have
been  covered by the  insurance  required  to be carried by Tenant  pursuant  to
Article XVI of the Lease, or if Tenant fails to carry any insurance  required to
be carried by Tenant  pursuant to Article  XVI of this  Lease,  then all loss or
damage to Tenant,  its  leasehold  interest,  its business,  its  property,  the
Premises or any additions or improvements  thereto or contents  thereof shall be
deemed covered by and recoverable by Tenant under valid and collectible policies
of insurance.

XVIII.  Landlord's Insurance.

         Landlord  shall  maintain  property  insurance  on the Building in such
amounts as  Landlord  reasonably  elects.  The cost of such  insurance  shall be
included as a part of the Basic Costs,  and  payments for losses and  recoveries
thereunder  shall be made solely to Landlord  or the  Mortgagees  of Landlord as
their interests shall appear.

XIX.     Casualty Damage.

         If the Premises or any part  thereof  shall be damaged by fire or other
casualty,  Tenant shall give prompt written notice thereof to Landlord.  In case
the  Building  shall  be so  damaged  that in  Landlord's  reasonable  judgment,
substantial  alteration  or  reconstruction  of the  Building  shall be required
(whether or not the Premises has been damaged by such  casualty) or in the event
Landlord  will not be  permitted  by  applicable  law to rebuild the Building in
substantially  the same form as existed  prior to the fire or casualty or in the
event the  Premises has been  materially  damaged and there is less than two (2)
years of the Lease Term  remaining on the date of such  casualty or in the event
any Mortgagee should require that the insurance  proceeds payable as a result of
a casualty be applied to the payment of the mortgage debt or in the event of any
material uninsured loss to the Building,  Landlord may, at its option, terminate
this Lease by notifying Tenant in writing of such termination within ninety (90)
days after the date of such casualty.  Such termination shall be effective as of
the date of fire or casualty,  with respect to any portion of the Premises  that
was rendered  untenantable,  and the effective date of termination  specified in
Landlord's  notice,  with respect to any portion of the Premises  that  remained
tenantable.  If Landlord does not elect to terminate this Lease,  Landlord shall
commence and proceed with reasonable diligence to restore the Building (provided
that  Landlord  shall not be required to restore  any  unleased  premises in the
Building)  and the  Leasehold  Improvements  (but  excluding  any  improvements,
alterations  or additions  made by Tenant in  violation  of this Lease)  located
within the Premises,  if any,  which Landlord has insured to  substantially  the
same condition they were in immediately  prior to the happening of the casualty.
Notwithstanding  the foregoing,  Landlord's  obligation to restore the Building,
and the Leasehold Improvements,  if any shall not require Landlord to expend for
such  repair and  restoration  work more than the  insurance  proceeds  actually
received  by the  Landlord  as a result of the  casualty.  When  repairs  to the
Premises have been completed by Landlord,  Tenant shall complete the restoration
or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy
of the Premises, and Tenant shall present Landlord with evidence satisfactory to
Landlord of Tenant's ability to pay such costs prior to Landlord's  commencement
of repair and restoration of the Premises.  Landlord shall not be liable for any
inconvenience  or  annoyance  to  Tenant or  injury  to the  business  of Tenant
resulting  in any way from  such  damage or the  repair  thereof,  except  that,
subject to the  provisions of the next  sentence,  Landlord shall allow Tenant a
fair  diminution  of Rent on a per diem basis  during the time and to the extent
any damage to the Premises causes the Premises to be rendered  untenantable  and
not used by Tenant.  If the  Premises  or any other  portion of the  Building is
damaged by fire or other casualty resulting from the negligence of Tenant or any
Tenant Related  Parties,  the Rent hereunder shall not be diminished  during any
period  during  which the  Premises,  or any portion  thereof,  is  untenantable
(except to the extent  Landlord is entitled to be  reimbursed by the proceeds of
any rental interruption  insurance),  and Tenant shall be liable to Landlord for
the cost of the repair and  restoration  of the Building  caused  thereby to the
extent such cost and expense is not covered by insurance proceeds.  Landlord and
Tenant hereby waive the provisions of any law from time to time in effect during
the  Lease  Term  relating  to the  effect  upon  leases  of  partial  or  total
destruction

                                       17

<PAGE>



of leased property.  Landlord and Tenant agree that their  respective  rights in
the  event  of any  damage  to or  destruction  of the  Premises  shall be those
specifically set forth herein.

XX.      Demolition.

         Landlord  shall  have the right to  terminate  this  Lease if  Landlord
proposes or is required,  for any reason,  to remodel,  remove,  or demolish the
Building  or  any  substantial  portion  thereof.  Such  cancellation  shall  be
exercised by Landlord by the service of not less than ninety (90) days'  written
notice of such termination.  Such notice shall set forth the date upon which the
termination will be effective.  No money or other consideration shall be payable
by Landlord to Tenant for  Landlord's  exercise of this right,  and the right is
hereby   reserved  to  Landlord  and  all   purchasers,   successors,   assigns,
transferees,  and  ground  tenants  of  Landlord,  as the case may be, and is in
addition to all other  rights of  Landlord.  Tenant has read the  foregoing  and
understands that Landlord has a right to terminate this Lease as provided above.

XXI.     Condemnation.

         If (a) the whole or any  substantial  part of the  Premises  or (b) any
portion of the  Building or Property  which  would  leave the  remainder  of the
Building  unsuitable for use as an office building  comparable to its use on the
Commencement  Date,  shall be taken or condemned for any public or  quasi-public
use under  governmental  law,  ordinance or  regulation,  or by right of eminent
domain,  or by private  purchase  in lieu  thereof,  then  Landlord  may, at its
option,  terminate  this Lease  effective as of the date the physical  taking of
said  Premises or said portion of the Building or Property  shall occur.  In the
event this Lease is not  terminated,  the  Rentable  Area of the  Building,  the
Rentable Area of the Premises and Tenant's Pro Rata Share shall be appropriately
adjusted.  In  addition,  Rent  for any  portion  of the  Premises  so  taken or
condemned shall be abated during the unexpired term of this Lease effective when
the  physical  taking  of  said  portion  of  the  Premises  shall  occur.   All
compensation  awarded for any such taking or  condemnation,  or sale proceeds in
lieu thereof,  shall be the property of Landlord, and Tenant shall have no claim
thereto the same being hereby expressly waived by Tenant except for any portions
of such award or proceeds which are specifically  allocated by the condemning or
purchasing party for the taking of or damage to trade fixtures of Tenant,  which
Tenant specifically reserves to itself.

XXII.    Events of Default.

         The following events shall be deemed to be events of default under this
Lease:

         A. Tenant  shall fail to pay when due,  without  notice or demand,  any
Base Rental,  Additional Base Rental or other Rent under this Lease (hereinafter
sometimes referred to as a "Monetary Default").

         B. Any failure by Tenant (other than a Monetary Default) to comply with
any term,  provision or covenant of this Lease,  including,  without limitation,
the rules and regulations, which failure is not cured within ten (10) days after
delivery to Tenant of notice of the occurrence of such failure, provided that if
any such  failure  creates a hazardous  condition,  such  failure  must be cured
immediately.  Notwithstanding the foregoing,  if Tenant fails to comply with any
particular provision or covenant of this Lease,  including,  without limitation,
Tenant's  obligation  to pay Rent when due,  on three (3)  occasions  during any
twelve (12) month period, any subsequent violation of such provision or covenant
shall be considered to be an incurable default by Tenant.

         C. Tenant or any  Guarantor  shall  become  insolvent,  or shall make a
transfer in fraud of  creditors,  or shall commit an act of  bankruptcy or shall
make an  assignment  for the benefit of  creditors,  or Tenant or any  Guarantor
shall admit in writing its inability to pay its debts as they become due.

         D. Tenant or any Guarantor  shall file a petition  under any section or
chapter  of the  United  States  Bankruptcy  Code,  as  amended,  pertaining  to
bankruptcy,  or under any  similar  law or statute  of the United  States or any
State  thereof,  or  Tenant  or any  Guarantor  shall be  adjudged  bankrupt  or
insolvent in proceedings filed against Tenant or any Guarantor thereunder,  or a
petition or answer  proposing the  adjudication  of Tenant or any Guarantor as a
debtor or its  reorganization  under any  present  or  future  federal  or state
bankruptcy  or  similar  law shall be filed in any court  and such  petition  or
answer shall not be discharged or denied within sixty (60) days after the filing
thereof.


                                       18

<PAGE>



         E. A receiver or trustee  shall be appointed  for all or  substantially
all of the assets of Tenant or any  Guarantor  or of the  Premises  or of any of
Tenant's  Property  located  thereon in any proceeding  brought by Tenant or any
Guarantor or any such receiver or trustee  shall be appointed in any  proceeding
brought against Tenant or any Guarantor and shall not be discharged within sixty
(60) days after such appointment or Tenant or such Guarantor shall consent to or
acquiesce in such appointment.

         F.  The leasehold estate hereunder shall be taken on execution or other
process of law or equity in any action against Tenant.

         G.  Tenant  shall  abandon  or  vacate  any  substantial portion of the
Premises without the prior written consent of Landlord.

         H.  Tenant  shall  fail  to  take possession of and occupy the Premises
within thirty (30) days following the Commencement Date.

         I. The liquidation, termination, dissolution, forfeiture of right to do
business, or death of Tenant or any Guarantor.

         J. Tenant  is  in  default  beyond  any  notice  and  cure period under
any other lease with Landlord.

XXIII.  Remedies.

         A. Upon the  occurrence  of any event or events of  default  under this
Lease  Landlord shall have the option to pursue any one or more of the following
remedies  without any notice  (except as  expressly  prescribed  in Article XXII
above)  or  demand  whatsoever  (and  without  limiting  the  generality  of the
foregoing,  Tenant hereby  specifically  waives notice and demand for payment of
Rent or other  obligations  due (except as expressly  prescribed in Article XXII
above) and waives any and all other  notices or demand  requirements  imposed by
applicable law):

                  1.  Terminate   this  Lease,   in  which  event  Tenant  shall
immediately surrender the Premises to Landlord. If Tenant fails to surrender the
Premises upon termination of the Lease hereunder, Landlord may without prejudice
to any other  remedy  which it may have  enter upon and take  possession  of the
Premises  and expel or remove  Tenant and any other  person who may be occupying
said Premises,  or any part thereof, and Tenant hereby agrees to pay to Landlord
on demand the amount of all loss and  damage,  including  consequential  damage,
which  Landlord  may  suffer  by  reason of such  termination,  whether  through
inability to relet the Premises on satisfactory terms or otherwise  specifically
including  but not limited to all Costs of Reletting  (hereinafter  defined) and
any  deficiency  that may arise by reason of any  reletting or failure to relet,
including the payment of any past due rents.

                  2. Enter upon and take possession of the Premises and expel or
remove  Tenant or any other person who may be occupying  said  Premises,  or any
part  thereof,  without  having any civil or  criminal  liability  therefor  and
without  terminating this Lease.  Landlord may (but shall be under no obligation
to) relet the Premises or any part thereof for the account of Tenant in the name
of Tenant or Landlord  or  otherwise  without  notice to Tenant for such term or
terms which may be greater or less than the period  which would  otherwise  have
constituted  the  balance  of the Lease Term and on such  conditions  (which may
include  concessions,  free rent and  alterations  of the Premises) and for such
uses as Landlord in its sole and absolute discretion may determine, and Landlord
may collect and receive any rents  payable by reason of such  reletting.  Tenant
agrees to pay Landlord on demand all past due rents,  all Costs of Reletting and
any  deficiency  that may arise by reason of such reletting or failure to relet.
Landlord  shall not be under any  obligation to and shall not be  responsible or
liable for any  failure  to relet the  Premises  or any part  thereof or for any
failure to collect  any Rent due upon any such  reletting.  No such  re-entry or
taking of  possession  of the  Premises by  Landlord  shall be  construed  as an
election on Landlord's  part to terminate  this Lease unless a written notice of
such termination is given to Tenant.

                  3.  Enter  upon  the  Premises  without  having  any  civil or
criminal liability therefor, and do whatever Tenant is obligated to do under the
terms of this Lease,  and Tenant agrees to reimburse  Landlord on demand for any
expense  which  Landlord  may incur in thus  affecting  compliance  with Tenants
obligations under this Lease together with interest at the lesser of a per annum
rate equal to (a) the  Maximum  Rate,  or (b) the Prime  Rate plus five  percent
(5%).


                                       19

<PAGE>



                  4. In order to regain  possession  of the Premises and to deny
Tenant  access  thereto in any instance in which  Landlord has  terminated  this
Lease or Tenant's  right to  possession,  or to limit  access to the Premises in
accordance  with local law in the event of a default by Tenant,  Landlord or its
agent may, at the expense and  liability  of the Tenant,  alter or change any or
all locks or other security devices  controlling  access to the Premises without
posting  or  giving  notice  of any  kind  to  Tenant.  Landlord  shall  have no
obligation  to provide  Tenant a key or grant  Tenant  access to the Premises so
long as Tenant is in default  under this Lease.  Tenant shall not be entitled to
recover possession of the Premises, terminate this Lease, or recover any actual,
incidental,  consequential,  punitive,  statutory  or other  damages or award of
attorneys'  fees,  by reason of  Landlord's  alteration or change of any lock or
other security device.  Landlord may, without notice,  remove and either dispose
of or store, at Tenant's expense,  any property belonging to Tenant that remains
in the Premises after Landlord has regained possession thereof.

                  5. In  addition  to any other  Remedies  provided  for in this
Lease or under Florida law,  accelerate the Rent due under this Lease,  in which
event, Tenant shall immediately pay to Landlord the sum of: (a) all Rent accrued
hereunder  through  the date of  default,  and,  upon  Landlord's  determination
thereof,  (b) all Rent accrued  hereunder  from the date of default  through the
date of an award or judgment by any court, (c) an amount equal to the total Rent
that Tenant would have been  required to pay for the remainder of the Lease Term
discounted to present value at five percent per annum.  Landlord  shall be under
no obligation to relet the premises or any part thereof.

         B. For purposes of this Lease, the term "Costs of Reletting" shall mean
all costs and expenses  incurred by Landlord in connection with the reletting of
the Premises,  including without limitation,  the cost of cleaning,  renovation,
repairs,  decoration and alteration of the Premises for a new tenant or tenants,
advertisement,  marketing,  brokerage  and  legal  fees  (if  and to the  extent
permitted  by law),  the cost of  protecting  or caring for the  Premises  while
vacant,  the cost of removing and storing any property  located on the Premises,
any increase in insurance premiums caused by the vacancy of the Premises and any
other  out-of-pocket  expenses incurred by Landlord including tenant incentives,
allowances and inducements.

         C. Except as otherwise herein provided,  no repossession or re-entering
of the  Premises  or any part  thereof  pursuant  to  Article  XXIII  hereof  or
otherwise  shall  relieve  Tenant  or  any  Guarantor  of  its  liabilities  and
obligations  hereunder,   all  of  which  shall  survive  such  repossession  or
reentering.  Notwithstanding  any such  repossession or re-entering by reason of
the  occurrence  of an event of default.  Tenant  will pay to Landlord  the Rent
required to be paid by Tenant pursuant to this Lease.

         D. No right or remedy herein  conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy,  and each and every right
and remedy  shall be  cumulative  and in  addition  to any other right or remedy
given hereunder or now or hereafter existing by agreement,  applicable law or in
equity. In addition to other remedies provided in this Lease,  Landlord shall be
entitled, to the extent permitted by applicable law, to injunctive relief, or to
a decree compelling performance of any of the covenants, agreements,  conditions
or provisions of this Lease,  or to any other remedy  allowed to Landlord at law
or in equity.  Forbearance  by Landlord  to enforce one or more of the  remedies
herein  provided  upon an event of default  shall not be deemed or  construed to
constitute a waiver of such default.

         E. This Article XXIII shall be  enforceable  to the maximum extent such
enforcement is not prohibited by applicable law, and the unenforceability of any
portion thereof shall not thereby render unenforceable any other portion.

XXIV.  Limitation of Liability.

         NOTWITHSTANDING  ANYTHING TO THE CONTRARY  CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD  HEREUNDER) TO TENANT SHALL
BE LIMITED TO THE  INTEREST OF LANDLORD IN THE  BUILDING,  AND TENANT  AGREES TO
LOOK SOLELY TO  LANDLORD'S  INTEREST  IN THE  BUILDING  FOR THE  RECOVERY OF ANY
JUDGMENT OR AWARD AGAINST THE LANDLORD,  IT BEING INTENDED THAT NEITHER LANDLORD
NOR  ANY  MEMBER,  PRINCIPAL,   PARTNER,   SHAREHOLDER,   OFFICER,  DIRECTOR  OR
BENEFICIARY  OF  LANDLORD  SHALL  BE  PERSONALLY  LIABLE  FOR  ANY  JUDGMENT  OR
DEFICIENCY.  TENANT HEREBY COVENANTS THAT PRIOR TO THE FILING OF ANY SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES
WHOM  TENANT HAS BEEN  NOTIFIED  HOLD  MORTGAGES  OR DEED OF TRUST  LIENS ON THE
PROPERTY,  BUILDING OR PREMISES  WRITTEN NOTICE AND REASONABLE TIME TO CURE SUCH
ALLEGED DEFAULT BY LANDLORD.

                                       20

<PAGE>






XXV.     No Waiver.

         Failure  of  Landlord  to  declare  any  default  immediately  upon its
occurrence, or delay in taking any action in connection with an event of default
shall not  constitute  a waiver of such  default,  nor  shall it  constitute  an
estoppel  against  Landlord,  but  Landlord  shall have the right to declare the
default at any time and take such action as is lawful or  authorized  under this
Lease. Failure by Landlord to enforce its rights with respect to any one default
shall not  constitute  a waiver of its rights  with  respect  to any  subsequent
default.  Receipt  by  Landlord  of  Tenant's  keys to the  Premises  shall  not
constitute an acceptance or surrender of the Premises.

XXVI.  Event of Bankruptcy.

         In addition  to, and in no way  limiting  the other  remedies set forth
herein,  Landlord  and Tenant agree that if Tenant ever becomes the subject of a
voluntary  or  involuntary  bankruptcy.  reorganization,  composition,  or other
similar type  proceeding  under the federal  bankruptcy  laws, as now enacted or
hereinafter amended, then:

         A.  "Adequate  protection"  of  Landlord's  interest  in  the  Premises
pursuant to the provisions of Section 361 and 363 (or their successor  sections)
of the Bankruptcy Code, 11 U.S.C.  Section 101 et seq., (such Bankruptcy Code as
amended from time to time being herein  referred to as the  "Bankruptcy  Code"),
prior to assumption and/or assignment of the Lease by Tenant shall include,  but
not be limited to all (or any part) of the following:

          1.   the continued  payment by Tenant of the Base Rental and all other
               Rent due and owing  hereunder  and the  performance  of all other
               covenants and obligations hereunder by Tenant; and

          2.   the furnishing of an additional/new security deposit by Tenant in
               the  amount  of three (3) times  the then  current  monthly  Base
               Rental.

         B.  "Adequate  assurance of future  performance"  by Tenant  and/or any
assignee  of Tenant  pursuant  to  Bankruptcy  Code  Section  365 (or  successor
section)  will  include  (but not be limited  to)  payment of an  additional/new
Security  Deposit in the amount of three (3) times the then current monthly Base
Rental payable hereunder.

         C. Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy  Code,  shall be deemed without further act or deed
to have assumed all of the obligations of Tenant arising under this Lease on and
after the  effective  date of such  assignment.  Any such assignee  shall,  upon
demand by  Landlord,  execute and deliver to Landlord an  instrument  confirming
such assumption of liability.

         D. Notwithstanding  anything in this Lease to the contrary, all amounts
payable by Tenant to or on behalf of the Landlord  under this Lease,  whether or
not expressly denominated as "Rent," shall constitute "rent" for the purposes of
Section 502(b) (6) of the Bankruptcy Code (or successor section).

         E. If this Lease is  assigned  to any person or entity  pursuant to the
provisions of the Bankruptcy  Code,  any and all monies or other  considerations
payable or otherwise to be  delivered  to Landlord  (including  Base Rentals and
other Rent  hereunder),  shall be and remain the exclusive  property of Landlord
and shall not  constitute  property  of  Tenant or of the  bankruptcy  estate of
Tenant.  Any and all  monies  or other  considerations  constituting  Landlord's
property under the preceding sentence not paid or delivered to Landlord shall be
held in trust by Tenant or Tenants bankruptcy estate for the benefit of Landlord
and shall be promptly paid to or turned over to Landlord.

         F. If Tenant  assumes  this  Lease  and  proposes  to  assign  the same
pursuant to the  provisions of the  Bankruptcy  Code to any person or entity who
shall have made a bona fide offer to accept an assignment of this Lease on terms
acceptable to the Tenant, then notice of such proposed  offer/assignment setting
forth:  (1) the name and address of such person or entity,  (2) all of the terms
and  conditions  of such offer and (3) the  adequate  assurance  to be  provided
Landlord to assure such person's or entity's future performance under the Lease,
shall be given to Landlord

                                       21

<PAGE>



by Tenant no later than  twenty  (20) days after  receipt by Tenant,  but in any
event no later  than ten (10) days  prior to the date  that  Tenant  shall  make
application to a court of competent  jurisdiction  for authority and approval to
enter into such assumption and assignment, and Landlord shall thereupon have the
prior right and option,  to be  exercised  by notice to Tenant given at any time
prior to the effective date of such proposed assignment, to accept an assignment
of this Lease upon the same terms and conditions and for the same consideration,
if any,  as the  bona  fide  offer  made by such  persons  or  entity,  less any
brokerage commission which may be payable out of the consideration to be paid by
such person for the assignment of this Lease.

         G. To the extent permitted by law,  Landlord and Tenant agree that this
Lease is a contract under which  applicable law excuses  Landlord from accepting
performance  from (or rendering  performance to) any person or entity other than
Tenant  within the meaning of Sections  365(c) and 365(e) (2) of the  Bankruptcy
Code (or their successor sections).

XXVII.  Waiver of Jury Trial.

         Landlord  and Tenant  hereby  waive any right to a trial by jury in any
action or  proceeding  based upon,  or related  to, the  subject  matter of this
Lease. This waiver is knowingly,  intentionally, and voluntarily made by Tenant,
and Tenant acknowledges that neither Landlord nor any person acting on behalf of
Landlord has made any  representations of fact to induce this waiver of trial by
jury or in any way to modify or nullify its effect.  Tenant further acknowledges
that it has been  represented  (or has had the opportunity to be represented) in
the signing of this Lease and in the making of this waiver by independent  legal
counsel,  selected of its own free will, and that it has had the  opportunity to
discuss this waiver with counsel.

XXVIII.  Relocation.

         Landlord,  at its  expense at any time before or during the Lease Term,
shall be  entitled  to cause  Tenant  to  relocate  from the  Premises  to space
containing approximately the same Rentable Area as the Premises (the "Relocation
Space") within the Building or adjacent buildings within the same project at any
time upon sixty (60) days' prior  written  notice to Tenant.  Such a  relocation
shall  not  affect  this  Lease  except  that  from and  after  the date of such
relocation, "Premises" shall refer to the Relocation Space into which Tenant has
been moved,  rather than the original  Premises as herein defined,  and the Base
Rental shall be adjusted so that immediately  following such relocation the Base
Rental for the Relocation  Space per annum on a per square foot of Rentable Area
basis shall be the same as the Base Rental per annum  immediately  prior to such
relocation  for the  original  Premises on a per square  foot of  Rentable  Area
basis.  Tenants Pro Rata Share shall also be  adjusted  in  accordance  with the
formula set forth in this Lease.

XXIX.  Holding Over.

         In the  event of  holding  over by  Tenant  after  expiration  or other
termination  of this  Lease or in the  event  Tenant  continues  to  occupy  the
Premises  after the  termination  of Tenant's  right of  possession  pursuant to
Articles  XXII and XXIII  hereof,  occupancy of the Premises  subsequent to such
termination  or expiration  shall be that of a tenancy at  sufferance  and in no
event for month-to- month or year-to-year.  Tenant shall,  throughout the entire
holdover  period,  be subject to all the terms and  provisions of this Lease and
shall pay for its use and  occupancy  an amount  (on a per month  basis  without
reduction for any partial  months during any such  holdover)  equal to twice the
sum of the Base Rental and Additional Base Rental due for the period immediately
preceding  such holding  over,  provided  that in no event shall Base Rental and
Additional  Base Rental during the holdover  period be less than the fair market
rental for the  Premises.  No  holding  over by Tenant or  payments  of money by
Tenant to  Landlord  after the  expiration  of the term of this  Lease  shall be
construed  to  extend  the Lease  Term or  prevent  Landlord  from  recovery  of
immediate  possession of the Premises by summary  proceedings  or otherwise.  In
addition to the  obligation  to pay the amounts set forth above  during any such
holdover  period,  Tenant  also  shall be liable  to  Landlord  for all  damage,
including any consequential  damage,  which Landlord may suffer by reason of any
holding over by Tenant,  and Tenant shall indemnify Landlord against any and all
claims made by any other tenant or prospective tenant against Landlord for delay
by Landlord in  delivering  possession  of the  Premises to such other tenant or
prospective tenant.

XXX.     Subordination to Mortgages; Estoppel Certificate.

         Tenant accepts this Lease subject and subordinate to any mortgage, deed
of trust,  ground lease or other lien  presently  existing or hereafter  arising
upon the Premises, or upon the Building and/or the Property and to any renewals,
modifications, refinancings and extensions thereof (any

                                       22

<PAGE>



such mortgage.  deed of trust, lease or other lien being hereinafter referred to
as a  "Mortgage",  and the  person or entity  having  the  benefit of same being
referred  to  hereinafter  as a  "Mortgagee"),  but Tenant  agrees that any such
Mortgagee shall have the right at any time to subordinate  such Mortgage to this
Lease on such terms and subject to such  conditions  as such  Mortgagee may deem
appropriate  in its  discretion.  This  clause  shall be  self-operative  and no
further  instrument of  subordination  shall be required.  However,  Landlord is
hereby  irrevocably  vested with full power and  authority to  subordinate  this
Lease to any  Mortgage,  and Tenant  agrees upon demand to execute  such further
instruments  subordinating  this Lease,  acknowledging the subordination of this
Lease or  attorning  to the holder of any such  Mortgage as Landlord may request
The terms of this  Lease are  subject to  approval  by the  Landlord's  existing
lender(s)  and any  lender(s)  who, at the time of the  execution of this Lease,
have committed or are considering  committing to Landlord to make a loan secured
by all  or any  portion  of the  Property,  and  such  approval  is a  condition
precedent to Landlord's obligations  hereunder.  In the event that Tenant should
fail to execute any  subordination  or other agreement  required by this Article
promptly as requested,  Tenant hereby  irrevocably  constitutes  Landlord as its
attorney-in-fact  to execute such instrument in Tenant's name,  place and stead,
it being  agreed that such power is one coupled with an interest in Landlord and
is  accordingly  irrevocable.  If any  person  shall  succeed  to all or part of
Landlord's interests in the Premises whether by purchase,  foreclosure,  deed in
lieu of foreclosure,  power of sale,  termination of lease or otherwise,  and if
and as so requested  or required by such  successor-in-interest,  Tenant  shall,
without charge, attorn to such successor-in-interest. Tenant agrees that it will
from time to time upon request by Landlord and, within five (5) days of the date
of such request,  execute and deliver to such persons as Landlord  shall request
an estoppel certificate or other similar statement in recordable form certifying
that this  Lease is  unmodified  and in full  force and effect (or if there have
been  modifications,  that the same is in full force and effect as so modified),
stating the dates to which Rent and other charges  payable under this Lease have
been paid,  stating  that  Landlord  is not in default  hereunder  (or if Tenant
alleges a default  stating  the  nature of such  alleged  default)  and  further
stating such other matters as Landlord shall reasonably require.

XXXI.  Attorneys Fees.

         In the event that Landlord  should retain counsel and/or  institute any
action  or  suit  against  Tenant  for  violation  of or to  enforce  any of the
covenants or conditions of this Lease, or should Landlord  intervene in any suit
in which the  Tenant is a party to enforce or  protect  Landlord's  interest  or
rights  hereunder,  if Landlord is a prevailing party in any such action or suit
Landlord shall be entitled to all of its costs,  expenses and reasonable fees of
its attorney(s) in connection therewith.

XXXII.  Notice.

         Except as  otherwise  provided  in this  Lease,  whenever  any  demand,
request,  approval, consent or notice ("Notice") shall or may be given to either
of the parties by the other,  each such Notice  shall be in writing and shall be
sent by registered or certified mail with return receipt  requested,  or sent by
overnight courier service (such as Federal Express) at the respective  addresses
of the  parties  for  notices as set forth in  Section  I.A.10.  of this  Lease,
provided  that if Tenant has vacated the Premises or is in default of this Lease
Landlord may serve Notice by any manner  permitted by law. Any Notice under this
Lease  delivered by  registered  or certified  mail shall be deemed to have been
given,  delivered,  received  and  effective on the earlier of (a) the third day
following  the day on which the same  shall  have been  mailed  with  sufficient
postage prepaid or (b) the delivery date indicated on the return receipt. Notice
sent by overnight courier service shall be deemed given, delivered, received and
effective  upon the day after such  notice is  delivered  to or picked up by the
overnight  courier  service.  Either  party may, at any time,  change its Notice
Address by giving the other party  Notice  stating the change and setting  forth
the new address.

XXXIII.  Landlord's Lien.

         In  addition  to any  statutory  lien  for  rent in  Landlord's  favor,
Landlord  (the  secured  party for purposes  hereof)  shall have and Tenant (the
debtor for purposes hereof) hereby grants to Landlord,  an express contract lien
and a  continuing  security  interest  to  secure  the  payment  of all Rent due
hereunder from Tenant, upon all goods, wares,  equipment,  fixtures,  furniture,
inventory,  accounts, contract rights, chattel paper and other personal property
of Tenant (and any transferees or other occupants of the Premises)  presently or
hereafter  situated on the Premises and upon all proceeds of any insurance which
may accrue to Tenant by reason of damage or destruction of any such property. In
the event of a default under this Lease, Landlord shall have, in addition to any
other  remedies  provided  herein or by law, all rights and  remedies  under the
Uniform Commercial Code of the state in which the Premises is located, including
without limitation the right to sell the

                                       23

<PAGE>



property  described  in this  paragraph  at public or private sale upon ten (10)
days'  notice to Tenant,  which  notice  Tenant  hereby  agrees is adequate  and
reasonable.  Tenant hereby agrees to execute such other instruments necessary or
desirable  in  Landlord's  discretion  to perfect the security  interest  hereby
created.  Any  statutory  lien  for  rent  is not  hereby  waived,  the  express
contractual  lien herein  granted being in addition and  supplementary  thereto.
Landlord  and Tenant  agree that this Lease and the  security  interest  granted
herein  serve as a  financing  statement,  and a copy or  photographic  or other
reproduction  of this Paragraph of this Lease may be filed of record by Landlord
and have the  same  force  and  effect  as the  original.  Tenant  warrants  and
represents that the collateral  subject to the security  interest granted herein
is not purchased or used by Tenant for personal,  family or household  purposes.
Tenant further  warrants and represents to Landlord that the lien granted herein
constitutes a first and superior lien and that Tenant will not allow the placing
of any other lien upon any of the property described in this Article without the
prior written consent of Landlord.

XXXIV.  Excepted Rights.

         This  Lease does not grant any rights to light or air over or about the
Building.  Landlord  specifically  excepts and reserves to itself the use of any
roofs,  the  exterior  portions  of the  Premises,  all  rights  to the land and
improvements  below the improved floor level of the Premises,  the  improvements
and air rights above the Premises and the  improvements  and air rights  located
outside the demising  walls of the Premises,  and such areas within the Premises
as are  required  for  installation  of  utility  lines and other  installations
required to serve any  occupants  of the  Building and the right to maintain and
repair the same,  and no rights with respect  thereto are conferred  upon Tenant
unless  otherwise  specifically  provided  herein.  Landlord further reserves to
itself the right from time to time: (a) to change the Building's  name or street
address;  (b) to install, fix and maintain signs on the exterior and interior of
the Building;  (c) to designate and approve  window  coverings;  (d) to make any
decorations,  alterations,  additions, improvements to the Building, or any part
thereof  (including the Premises) which Landlord shall desire, or deem necessary
for the safety,  protection,  preservation or improvement of the Building, or as
Landlord  may be  required to do by law;  (e) to have access to the  Premises to
perform its duties and  obligations and to exercise its rights under this Lease;
(f) to retain at all times and to use pass-keys to all locks within and into the
Premises;  (g) to approve the weight,  size, or location of heavy equipment,  or
articles  in and  about the  Premises;  (h) to close or  restrict  access to the
Building at all times other than Normal Business Hours subject to Tenant's right
to admittance at all times under such regulations as Landlord may prescribe from
time to time, or to close  (temporarily or permanently)  any of the entrances to
the  Building;  (i) to change the  arrangement  and/or  location of entrances of
passageways,  doors and doorways,  corridors elevators stairs toilets and public
parts of the  Building;  (j) if Tenant has vacated the Premises  during the last
six  (6)  months  of the  Lease  Term,  to  perform  additions  alterations  and
improvements  to the  Premises in  connection  with a reletting  or  anticipated
reletting  thereof  without  being  responsible  or  liable  for  the  value  or
preservation of any then existing improvements to the Premises; and (k) to grant
to anyone the  exclusive  right to conduct any  business or  undertaking  in the
Building.  Landlord, in accordance with Article XII hereof, shall have the right
to enter the Premises in  connection  with the exercise of any of the rights set
forth herein and such entry into the Premises  and the  performance  of any work
therein shall not  constitute a  constructive  eviction or entitle Tenant to any
abatement or reduction of Rent by reason thereof.

XXXV.  Surrender of Premises.

         At the  expiration  or earlier  termination  of this Lease or  Tenant's
right of possession  hereunder,  Tenant shall remove all Tenant's  Property from
the Premises, remove all Required Removables designated by Landlord and quit and
surrender the Premises to Landlord,  broom clean,  and in good order,  condition
and repair,  ordinary wear and tear  excepted.  If Tenant fails to remove any of
Tenant's  Property  within  one (1) day after the  termination  of this Lease or
Tenant's  right to  possession  hereunder,  Landlord,  at Tenant's sole cost and
expense,  shall be entitled to remove  and/or store such  Tenant's  Property and
Landlord  shall  in no event  be  responsible  for the  value,  preservation  or
safekeeping thereof. Tenant shall pay Landlord, upon demand any and all expenses
caused by such removal and all storage  charges against such property so long as
the  same  shall be in the  possession  of  Landlord  or under  the  control  of
Landlord.  In addition,  if Tenant fails to remove any Tenants Property from the
Premises  or  storage,  as the case may be,  within ten (10) days after  written
notice from Landlord,  Landlord, at its option, may deem all or any part of such
Tenant's  Property  to have been  abandoned  by Tenant and title  thereof  shall
immediately pass to Landlord.




                                       24

<PAGE>


XXXVI.  Miscellaneous.

         A.  Severability/Construction.  If any term or provision of this Lease,
or the application  thereof to any person or circumstance  shall, to any extent,
be invalid or unenforceable,  the remainder of this Lease, or the application of
such term or provision to persons or circumstances  other than those as to which
it is held invalid or  unenforceable,  shall not be affected  thereby,  and each
term and  provision  of this Lease  shall be valid and  enforced  to the fullest
extent  permitted  by law.  This Lease  represents  the  result of  negotiations
between  Landlord and Tenant,  each of which has been (or has had opportunity to
be) represented by counsel of its own selection,  and neither of which has acted
under duress or compulsion, whether legal, economic or otherwise.  Consequently,
Landlord  and Tenant  agree that the language in all parts of the Lease shall in
all cases be  construed  as a whole  according  to its fair  meaning and neither
strictly for nor against Landlord or Tenant.

         B.  Recording Documents.  Tenant agrees not to record this Lease or any
memorandum hereof without Landlord's prior written consent.

         C.   Governing Law.  This  Lease  and the rights and obligations of the
parties hereto shall be interpreted,  construed, and enforced in accordance with
the laws of the state in which the Building is located.

         D. Force  Majeure.  Events of "Force  Majeure"  shall include  strikes,
riots,  acts of God,  shortages of labor or materials,  war,  governmental  law,
regulations or  restrictions  and any other cause  whatsoever that is beyond the
control  of  Landlord.  Whenever a period of time is herein  prescribed  for the
taking of any action by Landlord,  Landlord  shall not be liable or  responsible
for, and there shall be excluded  from the  computation  of such period of time,
any delays due to events of Force Majeure.

         E.  Assignment by Landlord.  Landlord  shall have the right to transfer
and assign, in whole or in part, all of its rights and obligations hereunder and
in the Building and Property referred to herein, and in such event and upon such
transfer Landlord shall be released from any further obligations hereunder,  and
Tenant  agrees to look solely to such  successor in interest of Landlord for the
performance of such obligations.

         F.  Brokers.  Tenant  hereby  represents  to Landlord that it has dealt
directly  with and only  with the  Broker as a broker  in  connection  with this
Lease.  Tenant agrees to indemnify  and hold  Landlord and the Landlord  Related
Parties  harmless  from all claims of any brokers  claiming to have  represented
Tenant in  connection  with this Lease.  Landlord  agrees to indemnify  and hold
Tenant and the Tenant  Related  Parties  harmless from all claims of any brokers
claiming to have represented Landlord in connection with this Lease.

         G. Joint and Several Obligations.  If there is more than one Tenant, or
if the Tenant is  comprised of more than one person or entity,  the  obligations
hereunder imposed upon Tenant shall be joint and several obligations of all such
parties. All notices,  payments, and agreements given or made by, with or to any
one of such  persons or entities  shall be deemed to have been given or made by,
with or to all of them.

         H.  Organizational Form of Tenant. In the event Tenant is a corporation
including  any  form  of  professional   association)  partnership  (general  or
limited),  or other form of  organization  other than an  individual  (each such
entity is individually referred to herein as an "Organizational  Entity"),  then
Tenant hereby  covenants,  warrants and represents:  (1) that such individual is
duly  authorized to execute or attest and deliver this Lease on behalf of Tenant
in accordance with the  organizational  documents of Tenant; (2) that this Lease
is binding upon Tenant;  (3) that Tenant is duly organized and legally  existing
in the state of its  organization,  and is qualified to do business in the state
in which the  Premises is located;  and (4) that the  execution  and delivery of
this Lease by Tenant will not result in any breach of, or  constitute  a default
under any mortgage,  deed of trust,  lease, loan, credit agreement,  partnership
agreement or other contract or instrument to which Tenant is a party or by which
Tenant may be bound. If Tenant is an Organizational Entity, upon request, Tenant
will,  prior to the  Commencement  Date,  deliver to  Landlord  true and correct
copies of all organizational documents of Tenant, including, without limitation,
copies of an appropriate resolution or consent of Tenant's board of directors or
other  appropriate  governing  body  of  Tenant  authorizing  or  ratifying  the
execution and delivery of this Lease,  which  resolution or consent will be duly
certified to Landlord's satisfaction by an appropriate individual with authority
to certify such documents,  such as the secretary or assistant  secretary or the
managing general partner of Tenant.


                                       25

<PAGE>



         I.  Tenant  Financial   Statement(s).   Tenant  acknowledges  that  the
financial capability of Tenant to perform its obligations  hereunder is material
to  Landlord  and that  Landlord  would  not enter  into this  Lease but for its
belief,  based on its review of Tenant's  financial  statements,  that Tenant is
capable of performing  such  financial  obligations.  Tenant hereby  represents,
warrants and  certifies to Landlord  that its  financial  statements  previously
furnished  to Landlord  were at the time given true and correct in all  material
respects and that there have been no material  subsequent  changes thereto as of
the date of this Lease. During the Lease Term, Tenant shall maintain a financial
condition  which, in Landlord's  reasonable  discretion is sufficient to satisfy
Landlord of Tenant's  ability to perform its obligation under this Lease. At any
time during the Lease Term, Tenant shall provide  Landlord,  upon ten (10) days'
prior  written  notice from  Landlord,  with a current  financial  statement and
financial  statements  of the two  (2)  years  prior  to the  current  financial
statement  year and such other  information  as  Landlord or its  Mortgagee  may
request in order to create a "business profile" of Tenant and determine Tenant's
ability to fulfill its  obligations  under this Lease.  Such statement  shall be
prepared in accordance  with generally  accepted  accounting  principles and, if
such is the  normal  practice  of Tenant,  shall be  audited  by an  independent
certified public accountant.

         J.  Time is of Essence.  Except as expressly otherwise herein provided,
with  respect to all  required  acts of Tenant,  time is of the  essence of this
Lease.  This Lease shall create the  relationship of Landlord and Tenant between
the parties hereto.

         K.  Benefit.   This  Lease  and  the  covenants  and  conditions herein
contained  shall inure to the benefit of and be binding upon Landlord and Tenant
and their respective permitted successors and assigns.

         L.  Expiration  of the  Lease  Term.  Notwithstanding  anything  to the
contrary  contained in this Lease, the expiration of the Lease Term,  whether by
lapse of time or otherwise,  shall not relieve Tenant from Tenant's  obligations
accruing  prior to the expiration of the Lease Term and such  obligations  shall
survive any such expiration or other termination of the Lease Term.

         M.   Headings.  The headings and titles to the paragraphs of this Lease
are for  convenience  only and shall  have no affect  upon the  construction  or
interpretation of any part hereof.

         N. Quiet  Enjoyment.  Tenant shall,  and may peacefully have, hold, and
enjoy the Premises, subject to the other terms of this Lease (including, without
limitation,  Article  XXX  hereof),  provided  that  Tenant pays the Rent herein
recited  to be paid  by  Tenant  and  performs  all of  Tenant's  covenants  and
agreements  herein  contained.  This covenant and any and all other covenants of
Landlord  shall be binding upon Landlord and its  successors  only during its or
their respective periods of ownership of the Landlord's interest hereunder.

         O. Radon Gas.  Pursuant  to Florida  Statute  404.056  (subsection  8),
Tenant is hereby  notified  that radon is naturally  occurring  radioactive  gas
that,  when  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  buildings in Florida.
Additional  information  regarding  radon and radon testing may be obtained from
your county public health unit.

XXXVII. Entire Agreement.

         This Lease Agreement, including the following Exhibits:

                  Exhibit A - Outline and Location of Premises Exhibit B - Rules
                  and  Regulations  Exhibit C - Commencement  Letter Exhibit D -
                  Work Letter  Agreement  (if  required)  Exhibit E - Additional
                  Provisions (if required)

constitutes the entire agreement  between the parties hereto with respect to the
subject  matter  of  this  Lease  and   supersedes  all  prior   agreements  and
understandings between the parties related to the Premises,  including all lease
proposals,   letters  of  intent  and  similar   documents.   TENANT   EXPRESSLY
ACKNOWLEDGES  AND  AGREES  THAT  LANDLORD  HAS NOT MADE AND IS NOT  MAKING,  AND
TENANT,  IN  EXECUTING  AND  DELIVERING  THIS LEASE,  IS NOT RELYING  UPON,  ANY
WARRANTIES,  REPRESENTATIONS,  PROMISES OR STATEMENTS, EXCEPT TO THE EXTENT THAT
THE  SAME  ARE  EXPRESSLY  SET  FORTH  IN THIS  LEASE.  ALL  UNDERSTANDINGS  AND
AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE

                                       26

<PAGE>



MERGED IN THIS LEASE WHICH ALONE FULLY AND COMPLETELY EXPRESSES THE AGREEMENT OF
THE PARTIES,  NEITHER  PARTY RELYING UPON ANY  STATEMENT OR  REPRESENTATION  NOT
EMBODIED IN THIS LEASE.  THIS LEASE MAY BE MODIFIED ONLY BY A WRITTEN  AGREEMENT
SIGNED BY LANDLORD AND TENANT.  LANDLORD AND TENANT  EXPRESSLY  AGREE THAT THERE
ARE  AND  SHALL  BE NO  IMPLIED  WARRANTIES  OF  MERCHANTABILITY,  HABITABILITY,
SUITABILITY,  FITNESS FOR A PARTICULAR  PURPOSE OR OF ANY OTHER KIND ARISING OUT
OF THIS  LEASE,  ALL OF WHICH ARE HEREBY  WAIVED BY TENANT AND THAT THERE ARE NO
WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

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

WITNESS/ATTEST:                 "LANDLORD"

                                OSPREY, S.A., LTD,
                                a Florida limited partnership

/s/ Brian J Kennedy

Name (print):                   By: /s/ Terrance J. Manning
                                Its: ______________________________



Name (print:)

                                "TENANT"

                                RDC INTERNATIONAL, INC.,
                                a Florida corporation, jointly and severally


/s/ Brian J Kennedy
Name (print):                   By: /s/ Peter Voghel
                                Its: President



Name (print:)

                                RDC INTERNATIONAL, INC.,
                                a Florida corporation, jointly and severally


/s/ Brian J Kennedy
Name (print):                   By: /s/ Peter Voghel
                                Its: President



Name (print:)






                                       27

<PAGE>



                                    EXHIBIT A

                                    PREMISES

         This Exhibit is attached to and made a part of the Lease dated November
1,  2000,  by and  between  OSPREY,  S.A.,  LTD, a Florida  limited  partnership
("Landlord") and RDC  INTERNATIONAL,  INC., a Florida  corporation and RETRIEVAL
DYNAMICS CORPORATION,  a Florida corporation (jointly and severally as "Tenant")
for space in the Building located at 1819 Main Street, Sarasota, Florida.




                                ATTACH FLOOR PLAN



                                    Exh. A-1

                                       28

<PAGE>



                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS


         The following rules and regulations shall apply,  where applicable,  to
the Premises,  the Building,  the parking garage associated  therewith (if any),
the Property and the appurtenances thereto:

1.   Sidewalks,  doorways,  vestibules, halls, stairways and other similar areas
     shall not be  obstructed  by Tenant or used by Tenant for any purpose other
     than  ingress  and egress to and from the  Premises.  No  rubbish,  litter,
     trash,  or material of any nature  shall be placed,  emptied,  or thrown in
     those areas. At no time shall Tenant permit Tenant's employees to loiter in
     common areas or elsewhere in or about the Building or Property.

2.   Plumbing  fixtures and  appliances  shall be used only for the purposes for
     which  designed,  and no  sweepings,  rubbish,  rags  or  other  unsuitable
     material shall be thrown or placed  therein.  Damage  resulting to any such
     fixtures or  appliances  from misuse by Tenant or its agents,  employees or
     invitees,  shall be paid for by Tenant,  and Landlord shall not in any case
     be responsible therefor.

3.   No signs,  advertisements  or notices  shall be painted or affixed on or to
     any  windows,  doors or other parts of the  Building,  except those of such
     color, size, style and in such places as shall be first approved in writing
     by Landlord. No nails, hooks or screws shall be driven or inserted into any
     part  of the  Premises  or  Building  except  by the  Building  maintenance
     personnel. Nor shall any part of the Building be defaced by Tenant.

4.   Landlord  may  provide  and  maintain  in the first floor main lobby of the
     Building an alphabetical  directory board listing all Tenants, and no other
     directory shall be permitted unless previously  consented to by Landlord in
     writing.

5.   Tenant  shall  not place  any  additional  lock or locks on any door in the
     Premises or Building without Landlord's prior written consent. A reasonable
     number of keys to the locks on the doors in the Premises shall be furnished
     by Landlord to Tenant at the cost of Tenant,  and Tenant shall not have any
     duplicate  keys  made.  All  keys  shall be  returned  to  Landlord  at the
     expiration or earlier termination of this Lease.

6.   All contractors, contractor's representatives, and installation technicians
     performing  work in the  Building  shall be  subject  to  Landlord's  prior
     approval and shall be required to comply with  Landlord's  standard  rules,
     regulations,  policies and procedures, as the same may be revised from time
     to  time.  Tenant  shall  be  solely  responsible  for  complying  with all
     applicable laws, codes and ordinances  pursuant to which said work shall be
     performed.

7.   Movement in or out of the  Building of furniture  or office  equipment,  or
     dispatch or receipt by Tenant of any merchandise or materials which require
     the use of elevators,  stairways, lobby areas, or loading dock areas, shall
     be restricted to hours designated by Landlord.  Tenant must seek Landlord's
     prior  approval  by  providing  in writing a  detailed  listing of any such
     activity.  If  approved  by  Landlord,  such  activity  shall be under  the
     supervision  of Landlord and  performed  in the manner  stated by Landlord.
     Landlord may  prohibit any article,  equipment or any other item from being
     brought  into the  Building.  Tenant  is to assume  all risk for  damage to
     articles moved and injury to any persons  resulting from such activity.  If
     any  equipment,  property,  and/or  personnel  of  Landlord or of any other
     tenant is  damaged or  injured  as a result of or in  connection  with such
     activity  Tenant  shall be  solely  liable  for any and all  damage or loss
     resulting therefrom.

8.   Landlord shall have the power to prescribe the weight and position of safes
     and other  heavy  equipment  or items,  which in all cases shall not in the
     opinion of Landlord exceed acceptable floor loading and weight distribution
     requirements.  All  damage  done  to  the  Building  by  the  installation,
     maintenance,  operation,  existence  or removal of any  property  of Tenant
     shall be repaired at the expense of Tenant.

                                    Exh. B-1

                                        1

<PAGE>




9.   Corridor doors when not in use shall be kept closed.

10.  Tenant  shall  not:  (1) make or  permit  any  improper,  objectionable  or
     unpleasant noises or odors in the Building,  or otherwise  interfere in any
     way with other tenants or persons  having  business with them;  (2) solicit
     business or distribute,  or cause to be distributed,  in any portion of the
     Building any handbills,  promotional materials or other advertising; or (3)
     conduct  or  permit  any  other  activities  in  the  Building  that  might
     constitute a nuisance.

11.  No animals, except seeing eye dogs, shall be brought into or kept in, on or
     about the Premises.

12.  No inflammable,  explosive or dangerous fluid or substance shall be used or
     kept by Tenant in the  Premises  or  Building.  Tenant  shall not,  without
     Landlord's  prior written  consent,  use, store,  install,  spill,  remove,
     release or dispose of within or about the Premises or any other  portion of
     the Property,  any  asbestos-containing  materials or any solid,  liquid or
     gaseous  material now or hereafter  considered toxic or hazardous under the
     provisions  of 42  U.S.C.  Section  9601 et seq.  or any  other  applicable
     environmental law which may now or hereafter be in effect. If Landlord does
     give written consent to Tenant pursuant to the foregoing  sentence,  Tenant
     shall comply with all applicable laws, rules and regulations  pertaining to
     and governing such use by Tenant,  and shall remain liable for all costs of
     cleanup or removal in connection therewith

13.  Tenant  shall  not use or  occupy  the  Premises  in any  manner or for any
     purpose  which would injure the  reputation or impair the present or future
     value of the Premises or the  Building.  Without  limiting  the  foregoing,
     Tenant  shall not use or permit the  Premises or any portion  thereof to be
     used for lodging, sleeping or for any illegal purpose.

14.  Tenant  shall not take any action  which  would  violate  Landlord's  labor
     contracts  affecting  the Building or which would cause any work  stoppage,
     picketing,  labor  disruption  or  dispute,  or any  interference  with the
     business  of Landlord  or any other  tenant or occupant of the  Building or
     with the rights and  privileges  of any person  lawfully  in the  Building.
     Tenant shall take any actions  necessary to resolve any such work stoppage,
     picketing, labor disruption, dispute or interference and shall have pickets
     removed and, at the request of Landlord,  immediately terminate at any time
     any  construction  work being performed in the Premises giving rise to such
     labor  problems,  until such time as Landlord  shall have given its written
     consent for such work to resume.  Tenant shall have no claim for damages of
     any nature  against  Landlord  or any of the  Landlord  Related  Parties in
     connection therewith, nor shall the date of the commencement of the Term be
     extended as a result thereof.

15.  Tenant shall utilize the termite and pest extermination  service designated
     by  Landlord  to  control  termites  and pests in the  Premises.  Except as
     included  in Basic  Costs,  Tenant  shall bear the cost and expense of such
     extermination services.

16.  Tenant  shall not  install,  operate or maintain in the  Premises or in any
     other area of the Building,  any electrical  equipment  which does not bear
     the U/L  (Underwriters  Laboratories)  seal of  approval,  or  which  would
     overload the electrical  system or any part thereof beyond its capacity for
     proper, efficient and safe operation as determined by Landlord. taking into
     consideration  the  overall  electrical  system and the  present and future
     requirements therefor in the Building. Tenant shall not furnish any cooling
     or heating to the Premises,  including,  without limitation, the use of any
     electronic  or  gas  heating  devices,  without  Landlord's  prior  written
     consent.  Tenant  shall  not use  more  than  its  proportionate  share  of
     telephone lines available to service the Building.

17.  Tenant  shall not operate or permit to be operated on the Premises any coin
     or token operated  vending  machine or similar device  (including,  without
     limitation,  telephones,  lockers,  toilets,  scales, amusement devices and
     machines for sale of beverages,  foods, candy,  cigarettes or other goods),
     except for those vending machines or similar devices which are for the sole
     and exclusive use of Tenant's

                                    Exh. B-2

                                        2

<PAGE>



     employees,  and then only if such  operation  does not violate the lease of
     any other tenant of the Building.

18.  Bicycles  and other  vehicles are not  permitted  inside or on the walkways
     outside the  Building,  except in those areas  specifically  designated  by
     Landlord for such purposes.

19.  Landlord may from time to time adopt appropriate systems and procedures for
     the security or safety of the Building,  its  occupants,  entry and use, or
     its contents. Tenant, Tenant's agents, employees,  contractors,  guests and
     invitees  shall comply with  Landlord's  reasonable  requirements  relative
     thereto.

20.  Landlord  shall  have  the  right  to  prohibit  the use of the name of the
     Building or any other  publicity by Tenant that in  Landlord's  opinion may
     tend to impair the  reputation  of the  Building  or its  desirability  for
     Landlord or other tenants.  Upon written notice from Landlord,  Tenant will
     refrain from and/or discontinue such publicity immediately.

21.  Tenant shall carry out Tenant's permitted repair, maintenance, alterations,
     and  improvements in the Premises only during times agreed to in advance by
     Landlord and in a manner which will not interfere  with the rights of other
     tenants in the Building.

22.  Canvassing,   soliciting,   and  peddling  in  or  about  the  Building  is
     prohibited.  Tenant shall cooperate and use its best efforts to prevent the
     same.

23.  At no time  shall  Tenant  permit  or  shall  Tenant's  agents,  employees,
     contractors,  guests,  or invitees smoke in any common area of the Building
     unless such  common area has been  declared a  designated  smoking  area by
     Landlord,  or to allow any smoke  from the  Premises  to  emanate  into the
     common areas or any other tenant's premises.  Landlord shall have the right
     at any time to designate the Building as a non-smoking building.

24.  Tenant shall observe Landlord's rules with respect to maintaining  standard
     window  coverings  at all  windows  in the  Premises  so that the  Building
     presents a uniform  exterior  appearance.  Tenant  shall ensure that to the
     extent reasonably  practicable,  window coverings are closed on all windows
     in the Premises while they are exposed to the direct rays of the sun.

25.  All  deliveries to or from the  Premises,  visits to the Premises by tenant
     service contractors,  vendors and similar activities, shall be made only at
     such times, in the areas and through the entrances and exits designated for
     such purposes by Landlord. Tenant shall not permit the process of receiving
     deliveries  to or from the  Premises,  or visits to the  Premises by tenant
     service contractors,  vendors and similar activities, outside of said areas
     or in a manner which may interfere  with the use by any other tenant of its
     premises or of any common areas,  any  pedestrian  use of such area, or any
     use which is inconsistent with good business practice.

26.  The work of cleaning  personnel  shall not be hindered by Tenant after 5:30
     P.M.,  and such  cleaning work may be done at any time when the offices are
     vacant.  Windows,  doors and  fixtures  may be cleaned at any time.  Tenant
     shall provide adequate waste and rubbish  receptacles  necessary to prevent
     unreasonable hardship to Landlord regarding cleaning service.


                                    Exh. B-3

                                        3

<PAGE>



                                    EXHIBIT C

                               COMMENCEMENT LETTER

Date

Tenant:           RDC International, Inc.
                  Retrieval Dynamics Corporation

Address:          1819 Main Street
                  Suite 702
                  Sarasota, Florida 34236


Re:  Commencement  Letter with  respect to that certain  Office Lease  Agreement
     dated November 1, 2000 by and between OSPREY, S.A., LTD., a Florida limited
     partnership,  as  Landlord,  and  RDC  International,  Inc.  and  Retrieval
     Dynamics  Corporation,  jointly and  severally as Tenant,  for six thousand
     eight hundred  sixty-four  (6,864)  square feet of Rentable Area of the 7th
     floor of the building located 1819 Main Street, Sarasota, Florida.

Dear

         In accordance  with the terms and  conditions  of the above  referenced
Lease, Tenant hereby accepts possession of the Premises and agrees as follows:

         1.       The Commencement Date of the Lease is 11/01/00.

         2.       The Termination Date of the Lease is 10/31/05.

         Please  acknowledge  your acceptance of possession and agreement to the
terms set forth  above by  signing  all  three (3)  copies of this  Commencement
Letter in the space provided and returning two (2) fully executed  copies of the
same to my attention.

Sincerely,



Property Manager

Agreed and Accepted:

/s/ Terrance J. Manning
------------------------
         a _____________ ____


          ------
         By:
         Its:
         Date:



                                    Exh. C-1

                                        4

<PAGE>




                                    EXHIBIT D

                                   WORK LETTER

         This Exhibit is attached to and made a part of the Lease dated November
1, 2000,  by and between  OSPREY,  S.A.,  LTD.,  a Florida  limited  partnership
("Landlord") and RDC  INTERNATIONAL,  INC., a Florida  corporation and RETRIEVAL
DYNAMICS CORPORATION,  a Florida corporation (jointly and severally as "Tenant")
for space in the Building located at 1819 Main Street, Sarasota, Florida.

1.   This Work Letter  shall set forth the  obligations  of Landlord  and Tenant
     with respect to the preparation of the Premises for Tenant's occupancy. All
     improvements  described in this Work Letter to be  constructed  in and upon
     the  Premises  by Landlord  are  hereinafter  referred to as the  "Landlord
     Work."  It is  agreed  that  construction  of the  Landlord  Work  will  be
     completed at Landlord's sole cost and expense,  except as modified  herein.
     Landlord  shall enter into a direct  contract for the Landlord  Work with a
     general contractor selected by Landlord.  In addition,  Landlord shall have
     the right to select and/or approve of any subcontractors used in connection
     with the Landlord Work.

     Landlord shall paint and carpet the Premises according to Building Standard
     and remove one wall of approximately ten (10) lineal feet.

2.   Tenant  shall  be  solely   responsible  for  the  timely  preparation  and
     submission  to  Landlord  of  the  final   architectural,   electrical  and
     mechanical construction drawings, plans and specifications (called "Plans")
     necessary to construct the Landlord  Work,  which plans shall be subject to
     approval by Landlord  and  Landlord's  architect  and  engineers  and shall
     comply with their  requirements  to avoid aesthetic or other conflicts with
     the design and  function of the balance of the  Building.  Tenant  shall be
     responsible  for all elements of the design of Tenant's  Plans  (including,
     without  limitation,  compliance  with law,  functionality  of design,  the
     structural  integrity of the design,  the configuration of the premises and
     the  placement  of  Tenant's  furniture,  appliances  and  equipment),  and
     Landlord's  approval of Tenant's  Plans shall in no event relieve Tenant of
     the  responsibility  for such  design.  If  requested by Tenant in writing,
     Landlord's architect will prepare the Plans necessary for such construction
     and the  cost  for  this  service  shall  be  included  in the  cost of the
     improvements  that are the subject of this Work Letter.  Whether or not the
     layout  and  Plans  are  prepared  with the  help (in  whole or in part) of
     Landlord's  architect,  Tenant agrees to remain solely  responsible for the
     timely  preparation and submission of the Plans and for all elements of the
     design of such  Plans.  Tenant has assured  itself by direct  communication
     with the architect and  engineers  (Landlord's  or its own, as the case may
     be) that the final approved Plans can be delivered to Landlord on or before
     October 18, 2000 (the "Plans Due  Date").  Tenant  covenants  and agrees to
     cause said final,  approved  Plans to be delivered to Landlord on or before
     said  Plans  Due  Date  and to  devote  such  time as may be  necessary  in
     consultation  with said  architect and engineers to enable them to complete
     and submit the Plans within the required time limit. Time is of the essence
     in respect of preparation  and submission of Plans by Tenant.  In the event
     the Plans  are not  fully  completed  and  approved  by the Plans Due Date,
     Tenant  shall be  responsible  for one (1) day of Delay (as  defined in the
     Lease) for each day during the period  beginning on the day  following  the
     Plans Due Date and ending on the date  completed  Plans are approved.  (The
     word  "architect"  as used in this  Exhibit  D shall  include  an  interior
     designer or space planner.)

3.   If Tenant shall  request any change,  addition or  alteration in any of the
     Plans after approval by Landlord, Landlord shall have such revisions to the
     drawings  prepared,  and  Tenant  shall  reimburse  Landlord  for the  cost
     thereof, plus any applicable state sales or use tax thereon.  Promptly upon
     completion of the revisions, Landlord shall notify Tenant in writing of the
     increased cost which will be chargeable to Tenant by reason of such change,
     addition or deletion.  Tenant,  within one (1) Business  Day,  shall notify
     Landlord  in  writing  whether it  desires  to  proceed  with such  change,
     addition  or  deletion.  In the  event  such  revisions  result in a higher
     estimate of the cost of  construction  and/or  higher  actual  construction
     costs,  such  increased  estimate or costs shall be deemed Rent pursuant to
     the Lease hereof and Tenant shall pay such Rent, plus any applicable  state
     sales or use tax thereon upon demand.

4.   Following  approval of the Plans and the payment by Tenant of the  required
     portion of the excess costs, if any, Landlord shall cause the Landlord Work
     to be constructed substantially


                                    Exh. D-1

                                        5

<PAGE>



     in  accordance  with the approved  Plans.  Landlord  shall notify Tenant of
     substantial completion of the Landlord Work.

5.   Tenant acknowledges that the Landlord Work will be performed by Landlord in
     the Premises during Normal Business Hours. In the event that any portion of
     the Landlord Work is performed in the Premises at the request of Tenant not
     during Normal Business Hours,  Tenant  acknowledges that any costs incurred
     due to the Landlord Work being  performed not during Normal  Business Hours
     shall be deemed Rent  pursuant to the Lease and Tenant shall pay such Rent,
     plus any  applicable  state sales or use tax thereon upon demand.  Landlord
     and  Tenant  agree to  cooperate  with each  other in order to  enable  the
     Landlord  Work to be  performed  in a  timely  manner  and  with as  little
     inconvenience to the operation of Tenant's business as reasonably possible.
     Notwithstanding   anything  herein  to  the  contrary,  any  delay  in  the
     completion of the Landlord Work shall not subject Landlord to any liability
     for any loss or damage resulting therefrom or entitle Tenant to any credit,
     abatement or adjustment of Rent or other sums payable under the Lease.

6.   This Exhibit D shall not be deemed applicable to any additional space added
     to the  Premises  at any time or from time to time,  whether by any options
     under the Lease or  otherwise,  or to any  portion of the  Premises  or any
     additions  to the  Premises in the event of a renewal or  extension  of the
     original  Lease Term,  whether by any options under the Lease or otherwise,
     unless expressly so provided in the Lease or any amendment or supplement to
     the Lease.

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

WITNESS/ATTEST:                 "LANDLORD"

                                OSPREY, S.A., LTD,
                                a Florida limited partnership

/s/ Brian J Kennedy

Name (print):                   By: /s/ Terrance J. Manning
                                Its: ______________________________



Name (print:)

                                "TENANT"

                                RDC INTERNATIONAL, INC.,
                                a Florida corporation, jointly and severally


/s/ Brian J Kennedy
Name (print):                   By: /s/ Peter Voghel
                                Its: President



Name (print:)

                                RDC INTERNATIONAL, INC.,
                                a Florida corporation, jointly and severally


/s/ Brian J Kennedy
Name (print):                   By: /s/ Peter Voghel
                                Its: President



                                    Exh. D-2

                                        6



<PAGE>




                                    EXHIBIT E

                              ADDITIONAL PROVISIONS

         This Exhibit is attached to and made a part of the Lease dated November
1, 2000,  by and between  OSPREY,  S.A.,  LTD.,  a Florida  limited  partnership
("Landlord") and RDC  INTERNATIONAL,  INC., a Florida  corporation and RETRIEVAL
DYNAMICS CORPORATION,  a Florida corporation (jointly and severally as "Tenant")
for space in the Building located at 1819 Main Street, Sarasota, Florida.

1.         Parking.

         A. Landlord shall make available to Tenant at no charge a total of four
(4)  unreserved  parking  spaces in the Building  parking  areas  designated  by
Landlord (the "Parking  Area") during the Lease Term.  Further,  Landlord  shall
make  available  to Tenant on a leased  basis a total of thirteen  (13)  parking
spaces in the Building parking areas designated by Landlord (the "Parking Area")
at the rate of Forty and  00/100  dollars  ($40.00),  plus  applicable  State of
Florida sales tax, per month for each unreserved  parking space leased,  payable
on or before  the first  day of each  month.  (All  unreserved  parking  spaces,
whether leased or provided at no charge, shall be hereinafter referred to as the
"Spaces".)  Notwithstanding the foregoing,  it is understood and agreed that the
above  rental rate is based upon rental being  charged to others for  comparable
parking  spaces.  In the  event  such  rental  rate  being  charged  others  for
comparable parking spaces shall increase or decrease, then Landlord may increase
or  decrease  the  monthly  rental to be paid by Tenant  hereunder  by giving to
Tenant written notice of the increased or decreased  rental.  The effective date
of the  change in such  rental  rate  shall be the  first day of the month  next
following  the giving of such  notice.  Except for  particular  spaces and areas
designated by Landlord for reserved parking, all parking in the Building Parking
Area shall be on an unreserved, first-come, first-served basis.

         B.  Landlord  shall  have the  right  from  time to time to  promulgate
reasonable rules and regulations  regarding the Parking Area, the Spaces and the
use thereof,  including,  but not limited to, rules and regulations  controlling
the flow of traffic to and from various  parking areas,  the angle and direction
of parking and the like.  Tenant  shall  comply with and cause its  employees to
comply with all such rules and  regulations as well as all reasonable  additions
and amendments thereto.

         C. Tenant may use and occupy the Parking Area only for employee parking
of  automobiles.  Tenant  shall not store or permit its  employees  to store any
automobiles  in the Parking Area without the prior written  consent of Landlord.
Except for emergency  repairs,  Tenant and its  employees  shall not perform any
work on any automobiles while located in the Parking Area or on the Property. If
it is  necessary  for  Tenant or its  employees  to leave an  automobile  in the
Parking Area overnight,  Tenant shall provide Landlord with prior notice thereof
designating the license plate number and model of such automobile.

         D. Landlord shall have the right to temporarily  close the Parking Area
or certain areas therein in order to perform necessary repairs,  maintenance and
improvements  to the Parking Area,  provided that if Landlord closes the Parking
Area on  business  days,  Landlord  shall make  reasonable  alternative  parking
arrangements.

         E. Tenant  shall not assign or sublease  any of the Spaces  without the
consent of Landlord,  unless such assignment is to a Related Party in connection
with an  assignment  of Lease or subletting of a portion of the Premises to such
Related  Party.  Except with respect to an assignment or subletting to a Related
Party,  Landlord shall have the right to terminate  this Parking  Agreement with
respect to any Spaces that Tenant desires to sublet or assign.

         F.  Landlord  may elect to  provide  parking  cards or keys to  control
access to the Parking Area. In such event,  Landlord  shall provide  Tenant with
one card or key for each Space that Tenant is leasing  hereunder,  provided that
Landlord  shall have the right to  require  Tenant or its  employees  to place a
deposit  on such  access  cards or keys and to pay a fee for any lost or damaged
cards or keys.

         G.  Tenant  assumes  all  liability  for  losses,  damages or  expenses
resulting  from  personal  injury or property  damage  arising out of use of the
Spaces  leased by Tenant  which is  caused  in whole or in part by  Tenant,  its
agents or employees.


                                     Exh.E-1
                                        7

<PAGE>







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


WITNESS/ATTEST:                 "LANDLORD"

                                OSPREY, S.A., LTD,
                                a Florida limited partnership

/s/ Brian J Kennedy

Name (print):                   By: /s/ Terrance J. Manning
                                Its: ______________________________



Name (print:)

                                "TENANT"

                                RDC INTERNATIONAL, INC.,
                                a Florida corporation, jointly and severally


/s/ Brian J Kennedy
Name (print):                   By: /s/ Peter Voghel
                                Its: President



Name (print:)

                                RDC INTERNATIONAL, INC.,
                                a Florida corporation, jointly and severally


/s/ Brian J Kennedy
Name (print):                   By: /s/ Peter Voghel
                                Its: President



Name (print:)















                                    Exh. E-2
                                        8