Northland Financial Group, Inc.
5400 Opportunity Court, Suite 150
Minnetonka, MN 55343


Full Legal Name and Address of Lessee                   Supplier of Equipment
                                                        (Complete Address)

George A. Pirgousis dba Floridino's                        SBA Software
Pizza & Pasta                                              7701 NW 56th Street
3560 Cypress Garden Rd.                                    Miami, FL 33166
Winter Haven, FL 33884

Quantity                            Description, Model #, Catalog #, Serial #
                                    or Other Identification


         Refer to Exhibit "A" for Equipment listing

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Equipment       Street Address
Location if                    -------------------------------------------
<S>             <C>                       <C>                            <C>                       <C>
Different       City                      County                         State                      Zip
                     --------------------        -----------------------       --------------------
                Amount of Each Payment                Monthly    X        Term of Lease         No. of         Security
                (Plus Sales Tax, if Applicable)       Other/Specify       (No. of Payments)     Payments       Deposit

                       $670.84                                                 48                  48            $0.00
</TABLE>

                          TERMS AND CONDITIONS OF LEASE

 . LEASE. Lessee hereby leases from Lessor, and Lessor leases to Lessee, the
personal property described above, together with any replacement parts,
additions, repairs or accessories now or hereafter incorporated in or affixed to
it (hereinafter referred to as the "Equipment").

 . ACCEPTANCE OF EQUIPMENT. Lessee agrees to inspect the Equipment and to execute
an Acknowledgment and Acceptance of Equipment by Lessee notice, as provided by
Lessor, after the Equipment has been delivered and after Lessee is satisfied
that the Equipment is satisfactory in every respect. Lessee hereby authorizes
Lessor to insert in this Lease serial numbers or other identifying data with
respect to the Equipment.

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<PAGE>


3.  DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES.  THERE
ARE NO WARRANTIES BY OR ON BEHALF OF LESSOR.  Lessee acknowledges and agrees by
his signature below as follows:
(a) LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE CONDITION OF
THE EQUIPMENT, ITS MERCHANTABILITY, ITS FITNESS OR SUITABILITY FOR ANY
PARTICULAR PURPOSE, ITS DESIGN, ITS CAPACITY, ITS QUALITY, OR WITH RESPECT TO
ANY CHARACTERISTICS OF THE EQUIPMENT; (b) Lessee has fully inspected the
Equipment which it has requested Lessor to acquire and lease to Lessee, and the
Equipment is in good condition and to Lessee's complete satisfaction; (c) Lessee
leases the Equipment "as is" and with all faults; (d) Lessee specifically
acknowledges that the Equipment is leased to Lessee solely for commercial or
business purposes and not for personal, family, household or agricultural
purposes; (e) If the Equipment is not properly installed, does not operate as
represented or warrantied by the supplier or manufacturer, or is unsatisfactory
for any reason, regardless of cause of consequence, Lesser's only remedy, if
any, shall be against the supplier or manufacturer of the Equipment and not
against Lessor; (f) Provided Lessee is not in default under this Lease, Lessor
assigns to Lessee any warranties made by the supplier or the manufacturer of the
Equipment; (g) LESSEE SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES AGAINST LESSOR; and (h) NO DEFECT, DAMAGE, OR UNFITNESS OF THE EQUIPMENT
FOR ANY PURPOSE SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE
LESSEE OF ANY OTHER OBLIGATION UNDER THIS LEASE. The parties have specifically
negotiated and agreed to the foregoing paragraph Initials GP

4. STATUTORY FINANCE LEASE. Lessee agrees and acknowledges that it is the intent
of both parties to this Lease that it qualify as a statutory finance lease under
Article 2A of the Uniform Commercial Code. Lessee acknowledges and agrees that
Lessee has selected both: (1) the Equipment; and (2) the supplier from whom
Lessor is to purchase the Equipment. Lessee acknowledges that Lessor has not
participated in any way in Lessee's selection of the Equipment or of the
supplier, and Lessor has not selected, manufactured, or supplied the Equipment.

         LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT EVIDENCING
THE LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER CHOSEN BY LESSEE AND
THAT LESSEE SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION OF
ANY SUCH RIGHTS.

5. ASSIGNMENT BY LESSEE PROHIBITED. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT,
LESSEE SHALL NOT ASSIGN THIS LEASE OR SUBLEASE THE EQUIPMENT OR ANY INTEREST
THEREIN, OR PLEDGE OR TRANSFER THIS LEASE, OR OTHERWISE DISPOSE OF THE EQUIPMENT
COVERED HEREBY.

6. COMMENCEMENT; RENTAL PAYMENTS, INTERIM RENTALS. This Lease shall commence
upon the written acceptance hereof by Lessor and shall end upon full performance
and observance by Lessee of each and every term, condition, and covenant set
forth in this Lease, any Schedules hereto and any extensions hereof. Rental
payment shall be in the amounts and frequency as set forth on the face of this
Lease or any Schedule hereto. In addition to regular rentals, Lessee shall pay
to Lessor interim rent for the use of the Equipment prior to the due date of the
first payment. Interim rent shall be in an amount equal to 1/30th of the monthly
rental, multiplied by the number of days elapsing between the date on which the
Equipment is

                                        2


<PAGE>


accepted by Lessee and the commencement date of this Lease, together with the
number of days elapsing between commencement of the Lease and the due date of
the first payment. The payment of interim rent shall be due and payable upon
Lessee's receipt of invoice from Lessor. The rental period under the Lease shall
terminate following the last day of the terms stated on the face hereof or in
any Schedule hereto unless such Lease or Schedule has been extended or otherwise
modified. Lessor shall have no obligation to Lessee under this Lease if the
Equipment, for whatever reason, is not delivered to Lessee within ninety (90)
days after Lessee signs this Lease. Lessor shall have no obligation to Lessee
under this Lease if Lessee fails to execute and deliver to Lessor an
Acknowledgment and Acceptance of Equipment by Lessor acknowledging its
acceptance of the Equipment within thirty (30) days after it is delivered to
Lessee, with respect to this Lease or any Schedule hereto.

THIS LEASE IS NOT CANCELABLE OR TERMINABLE BY LESSEE.
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE A PART OF THIS
LEASE.

LESSEE UNDERSTANDS AND ACKNOWLEDGES THAT NO BROKER OR SUPPLIER, NOR ANY
SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, IS AN AGENT OF LESSOR. NO
BROKER OR SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR
SUPPLIER, IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE,
AND NO REPRESENTATION AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE BROKER OR
SUPPLIER, NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, SHALL IN
ANY WAY AFFECT LESSEE'S DUTY TO PAY THE RENTALS AND TO PERFORM LESSEE'S
OBLIGATIONS SET FORTH IN THIS LEASE.

7. CHOICE OF LAW. This Lease shall not be effective until signed by Lessor at
its principal office listed above. This Lease shall be considered to have been
made in the state of Lessor's principal place of business listed above and shall
be interpreted in accordance with the laws and regulation of the state of
Lessor' principal place of business.

         Lessee agrees to jurisdiction in the state of Lessor' principal place
of business listed above in any action, suit or proceeding regarding this Lease,
and concedes that it, and each of them, transacted business in the state of
Lessor' principal place of business listed above by entering into this Lease. In
the event of any legal action with regard to this Lease or the Equipment covered
hereby, Lessee agrees that venue may be held in the County of Lessor's principal
place of business.

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<S>               <C>                                                  <C>
LESSEE:           George A. Pirgousis dba Floridino's                  LESSOR: Northland Financial Group,
                                                                       Inc.
                  Pizza & Pasta

                                        Date                          /s/ William Marceau         Date   7/12/99
--------------------------------              ----------              ---------------------           -----------
                                                                          William Marceau

   /s/ George A. Pirgousis              Date  7/10/99
--------------------------------              ----------
  George A. Pirgousis
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