<PAGE>

                                                                   EXHIBIT 10.37

                            LEASE AGREEMENT BETWEEN

                  SHERIDAN PROFESSIONAL CENTRE, LTD., L.L.L.P.

                                AS LANDLORD, AND

                     NORTH POINTE FINANCIAL SERVICES, INC.

                                   AS TENANT

                                       1
















                             DATED JANUARY 4, 2005


<PAGE>

                            BASIC LEASE INFORMATION

LEASE DATE:        JANUARY 4, 2005

LANDLORD:          SHERIDAN PROFESSIONAL CENTRE, LTD., L.L.L.P., a Florida
                   limited liability limited partnership.

TENANT:            NORTH POINTE FINANCIAL SERVICES INC., a Michigan corporation.

LEASED PREMISES:   SUITE No. 205 (the "LEASED PREMISES"), which contains 1,005
                   +/- square feet of net rentable area (the "NET RENTABLE
                   AREA"), as defined in the Leased Premises section of the
                   Lease, located in the office building commonly known as
                   SHERIDAN PROFESSIONAL CENTRE (the "BUILDING"), located at
                   11011 Sheridan Street, Cooper City, Florida 33026 (the
                   "PROPERTY"). The Leased Premises are outlined on the site
                   plan attached to the Lease as EXHIBIT A.

TERM:              The "TERM" shall be THIRTY-EIGHT (38) MONTHS, commencing on
                   JANUARY 1, 2005 (the "COMMENCEMENT DATE"), and ending at 5:00
                   P.M. on the last day of the THIRTY-EIGHTH (38TH) full
                   calendar month following the Commencement Date, subject to
                   adjustment and earlier termination as provided in the Lease.

BASE RENT:         As used herein, the term "BASE RENT" shall be the following
                   amounts for the following periods of time and based upon
                   1,005 square feet of Net Rentable Area:

<TABLE>
<CAPTION>
                   ANNUAL
                  BASE RENT
                 PER SQUARE     BASE RENT       MONTHLY BASE
    PERIOD          FOOT        FOR PERIOD          RENT
    ------          ----        ----------          ----
<S>              <C>           <C>              <C>
MONTHS 1 - 2     $  0.00       $      0.00      $     0.00
MONTHS 3 - 14    $ 17.00       $ 17,085.00      $ 1,423.75
MONTHS 15 -26    $ 17.68       $ 17,768.40      $ 1,480.70
MONTHS 27 -38    $ 18.39       $ 18.481.95      $ 1.540.16
</TABLE>

                   As used herein, the term "LEASE MONTH" shall mean each
                   calendar month during the Term (and if the Commencement Date
                   does not occur on the first day of a calendar month, the
                   period from the Commencement Date to the first day of the
                   next calendar month shall be included in the first Lease
                   Month for purposes of determining the duration of the Term
                   and the monthly Base Rent rate applicable for such partial
                   month).

FIRST MONTH'S
BASE RENT:         ONE THOUSAND FIVE HUNDRED NINE AND 18/100 DOLLARS
                   ($1,509.18), which represents payment of Base Rent for the
                   first full calendar month of the Lease including State of
                   Florida six percent (6%) sale tax.

FIRST MONTH'S
ADDITIONAL RENTS:  FOUR HUNDRED SIXTY-SIX AND 07/100 DOLLARS ($466.07), which
                   represents payment of Additional Rents for the first full
                   calendar month of the Lease including State of Florida six
                   percent (6%) sale tax.

SECURITY DEPOSIT:  THREE THOUSAND EIGHT HUNDRED FORTY-TWO AND 46/100 DOLLARS
                   ($3,842.46), which is the equivalent of TWO (2) months'
                   average Base Rent and Additional Rents.

RENT:              As used herein, the term "RENT" shall mean Base Rent,
                   Tenant's Proportionate Share of Additional Rent and
                   Impositions, and all other sums that Tenant may owe to
                   Landlord or otherwise be required to pay under the Lease.

                                          2

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PERMITTED USE:     OFFICES FOR INSURANCE BUSINESS.

TENANT'S
PROPORTIONATE
SHARE:             ONE POINT SEVEN ZERO PERCENT (1.70%), which is the percentage
                   obtained by dividing the 1,005 square feet of Net Rentable
                   Area in the Leased Premises by the 59,097 square feet of Net
                   Rentable Area in the Building. Landlord and Tenant stipulate
                   that the number of square feet of Net Rentable Area in the
                   Leased Premises and in the Building set forth above shall be
                   binding upon them.

INITIAL LIABILITY
INSURANCE AMOUNT:  $2,000,000.00

TENANT
IMPROVEMENT
ALLOWANCE:         None. The Landlord shall provide Tenant with the Leased
                   Premises improved as depicted on the space plan attached to
                   the Lease as EXHIBIT B.

RENEWAL OPTION:    Provided no Event of Default exists and Tenant is occupying
                   the entire Leased Premises at the time of such election,
                   Tenant may renew this Lease for ONE (1) ADDITIONAL PERIOD OF
                   THREE (3) YEARS at the then market rate, by delivering
                   written notice of the exercise thereof to Landlord not
                   earlier than two hundred seventy (270) days or later than one
                   hundred eighty (180) days before the expiration of the Term.
                   If Tenant timely notifies Landlord of Tenant's acceptance of
                   its' option to renew, then, on or before the commencement
                   date of the extended Term, Landlord and Tenant shall execute
                   an amendment to this Lease extending the Lease Term on the
                   same terms provided in this Lease, except as follows:

                   (a) Tenant shall have no further renewal option unless
                   expressly granted by Landlord in writing; and

                   (b) Landlord shall lease to Tenant the Leased Premises in its
                   then-current condition, and Landlord shall not provide to
                   Tenant any allowances (e.g., moving allowance, construction
                   allowance, and the like) or other Tenant inducements.

TENANT'S ADDRESS:  Prior to Commencement Date:     Following Commencement Date:

                   North Pointe Financial          North Pointe Financial
                   Services, Inc.                  Services, Inc.
                   28819 Franklin Road             28819 Franklin Road
                   Southfield, MI 48034            Southfield, MI 48034

                   Attention: B. Matthew Petcoff   Attention: B. Matthew Petcoff
                   Telephone: 248-358-1171 x 138   Telephone: 248-358-1171 x 138
                   Telecopy:  248-358-3041         Telecopy:  248-358-3041

LANDLORD'S
ADDRESS:           For all Notices:                With a copy to:

                   Halliday Group                  INTENTIONALLY OMITTED
                   Realty Management, Inc.
                   1800 Southeast Tenth Avenue
                   Suite 210
                   Fort Lauderdale, Florida 33316
                   Attention: Property Manager     Attention:
                   Telephone: 954-767-0700         Telephone.
                   Telecopy:  954-767-0800         Telecopy:

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<PAGE>

The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.

                               LANDLORD:

WITNESSES:                     SHERIDAN PROFESSIONAL CENTRE, LTD.,
                               L.L.L.P. a Florida limited liability limited
                               partnership
/s/ Tim Davey
---------------------------    By: Sheridan Professional Centre, Inc., a Florida
Tim Davey                      corporation, its general partner


/s/ Earlene Thurston           By: /s/ John C. Halliday III
---------------------------        -----------------------------------
Earlene Thurston               Name: John C. Halliday III
                               Title: Vice President

WITNESSES:                     TENANT:

/s/ Rochelle Kaplan            NORTH POINTE FINANCIAL SERVICES,
---------------------------    INC., a Michigan corporation
Rochelle Kaplan
                               By: /s/ B. Matthew Petcoff
/s/ Rose Detzler                   -----------------------------------
--------------------------     Name: B. Matthew Petcoff
Rose Detzler                   Title: Executive Vice President & COO


                                       4
<PAGE>

                          SHERIDAN PROFESSIONAL CENTRE

                         STANDARD OFFICE BUILDING LEASE

THIS LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") made and
entered into this 4th day of JANUARY, 2005, by and between SHERIDAN PROFESSIONAL
CENTRE, LTD., L.L.L.P. (hereinafter called "LANDLORD") whose address for the
purposes hereof is 1800 Southeast Tenth Avenue, Suite 210, Fort Lauderdale,
Florida 33316, and NORTH POINTE FINANCIAL SERVICES, INC. (hereinafter called
"TENANT"), a Michigan corporation, whose address for purposes hereof is 28819
FRANKLIN ROAD, SOUTHFIELD, MI 48034.

                                  WITNESSETH:

LEASED PREMISES:

1.    Subject to and upon the terms, provisions, covenants and conditions
      hereinafter set forth, and each in consideration of the duties, covenants
      and obligations of the other hereunder, LANDLORD does hereby lease, demise
      and let to TENANT office space (hereinafter called the "Leased Premises")
      in the building known as SHERIDAN PROFESSIONAL CENTRE (hereinafter called
      the "Building"), located at 11011 Sheridan Street, Cooper City, Florida
      33026 (hereinafter called the "Property"), such Leased Premises being more
      particularly described as SUITE 205, which is comprised of 1,005 +/-
      square feet of Net Rentable Area (hereinafter defined) located in the
      Building as reflected on the floor plan of such Leased Premises attached
      hereto as Exhibit "A" and made a part hereof identified by the signatures
      or initials of LANDLORD and TENANT.

      The term "Net Rentable Area" as used herein, shall refer to: (i) in the
      case of a single-tenancy building, all space measured from the outside
      surface of the outer glass of the building to the outside surface of the
      opposite outer wall, including, but not limited to, all columns, inside
      walls, and fixtures, and (ii) in the case of a multi-tenancy building, all
      space within the outside surface of the outer wall and/or outer glass
      enclosing the tenant occupied portion and measured to the midpoint of the
      walls separating areas leased by or held for lease to other tenants,
      including, but not limited to, all columns, inside walls, and fixtures.

      No deduction from Net Rentable Areas is made for columns necessary to the
      Building. The Net Rentable Areas in the Leased Premises and in the
      Building have been calculated on the basis of the foregoing definition and
      are hereby stipulated above as to the Leased Premises, whether the same
      should be more or less as a result of minor variations resulting from
      actual construction and completion of the Leased Premises for occupancy so
      long as such work is done substantially in accordance with the approved
      plans.

TERM:

2.    This Lease shall be for the term of THIRTY-EIGHT (38) months commencing on
      the FIRST day of JANUARY, 2005, (hereinafter called the "Commencement
      Date") and ending the TWENTY-NINTH day of FEBRUARY, 2008, (hereinafter
      referred to as the "Lease Term" or "Term") unless sooner terminated or
      extended as provided herein. In the event the LANDLORD is unable to give
      possession of the Leased Premises on the Commencement Date of the
      aforesaid Lease Term by reason of the holding over of any prior tenant or
      tenants or for any other reasons, an abatement or diminution of the rent
      to be paid hereunder shall be allowed TENANT under such circumstances
      until possession is given to TENANT. The Term of the Lease shall then
      commence on the first day of the month of such occupancy. (Commencement
      Date) and continue until the end of the Lease Term, which shall be
      extended by the delay in occupancy. Said abatement or diminution in rent
      shall be the full extent of LANDLORD'S liability to TENANT for any loss or
      damage to TENANT on account of said delay in obtaining possession of the
      Leased Premises. There shall be no delay in the commencement of the Term
      of this Lease and/or payment of rent where TENANT fails to occupy the
      Leased Premises when same are ready for occupancy, or when LANDLORD shall
      be delayed in substantially completing such Leased Premises as a result
      of:

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<PAGE>
      (a)   TENANT'S failure to promptly approve working drawings and plans as
            required, or;

      (b)   TENANT'S failure to approve cost estimates within one (1) week, or;

      (c)   TENANT'S failure to promptly select materials, finishes, or
            installation, or;

      (d)   TENANT'S changes in plans (notwithstanding LANDLORD'S approval of
            any such changes), or;

      (e)   Any other act of omission by TENANT or its agents, or failure to
            promptly make other decisions necessary to the preparation of the
            Leased Premises for occupancy.

      The commencement of the Term and the payment of rent shall not be
      affected, delayed or deferred on account of any of the foregoing. For the
      purposes of this paragraph, the Leased Premises shall be deemed
      substantially completed and ready for occupancy by TENANT when LANDLORD'S
      Supervising Architect or Construction Manager certifies in writing that
      the work required of LANDLORD, if any, has been substantially completed in
      accordance with said approved plans and specifications.

      Taking possession of the Leased Premises by TENANT shall be conclusive
      evidence against TENANT that the Leased Premises were in good and
      satisfactory condition when possession was taken. This Lease does not
      grant any right to light or air over or about the Leased Premises or
      Building.

      If TENANT, with LANDLORD'S consent, shall occupy the Leased Premises prior
      to the beginning of the Lease Term as specified above, all provisions of
      this Lease shall be in full force and effect commencing upon such
      occupancy, and rent for such period shall be paid by TENANT at the same
      rate herein specified.

BASE RENT:

3.    TENANT agrees to pay LANDLORD a total "Base Rental" of FIFTY-THREE
      THOUSAND THREE HUNDRED THIRTY-FIVE AND 35/100 DOLLARS ($53,335.35) being
      an annual Base Rental of SEVENTEEN THOUSAND EIGHTY-FIVE AND NO/100 DOLLARS
      ($17,085.00) in equal monthly installments of ONE THOUSAND FOUR HUNDRED
      TWENTY-THREE AND 75/100 DOLLARS ($1,423.75) which is computed at a Base
      Rental OF SEVENTEEN AND NO/100 DOLLARS ($17.00) per rentable square foot
      per annum for each and every calendar month of the Term of this Lease,
      subject to increases as outlined in the attached "Basic Lease
      Information", in money of the United States of America, at the Management
      Office of the Building located at 1800 Southeast Tenth Avenue, Suite 210,
      Fort Lauderdale, Florida 33316.

      LANDLORD, upon execution of this Lease by LANDLORD and TENANT, hereby
      acknowledges receipt of payment by TENANT of the sum of ONE THOUSAND FIVE
      HUNDRED NINE AND 18/100 DOLLARS ($1,509.18) representing payment of Base
      Rent for the first full calendar month of this Lease, including sales tax.
      The balance of the total Base Rent is payable in equal monthly
      installments as specified above, on the first day of each month hereafter
      ensuing the first payment of which shall be due and payable on the FIRST
      of FEBRUARY, 2005. If the Term of this Lease commences on any day of a
      month other than the first day, TENANT shall pay LANDLORD Base Rent as
      provided for herein for such commencement month on a pro rata basis (such
      proration to be based on the actual number of days in the commencement
      month) and the first month's Base Rent paid by TENANT, if any, upon
      execution of this Lease shall apply and be credited to the next full
      month's Base Rent due hereunder. Base Rent for any partial month of
      occupancy at the end of the Term of this Lease will be prorated, such
      proration to be based on the actual number of days in the partial month.

      In addition to Base Rental, TENANT shall and hereby agrees to pay to
      LANDLORD each month a sum equal to any sales tax, tax on rentals, and any
      other charges, taxes and/or impositions now in existence or hereafter
      imposed based upon the privilege of renting the space leased hereunder or
      upon the amount of rentals collected therefore. Nothing herein shall,
      however, be taken to require TENANT to pay part of any federal and/or
      state taxes on income imposed upon LANDLORD.

      If TENANT'S Base Rent or any other "Additional Rents" (as such term is
      hereinafter defined) shall be unpaid for more than TEN (10) BUSINESS DAYS
      past its due date, then

                                       6
<PAGE>

      TENANT shall pay an administrative charge of ten percent (10%) of the
      amount past due to LANDLORD. Any amounts remaining due and unpaid will
      accrue interest at the maximum legally prevailing rate from the date that
      the payment becomes due through the date paid. In the event that TENANT'S
      check shall be dishonored by the bank for non-sufficient funds,
      uncollected funds, or stop payment by TENANT, TENANT shall pay to
      LANDLORD, an additional FIFTY DOLLARS AND NO CENTS ($50.00) or five
      percent (5%) of the amount of the check, whichever is greater as allowable
      by law.

ADDITIONAL RENTS:

4A.   In addition to the Base Rent as provided above, the TENANT shall pay as
      Additional Rents annual operating expenses (hereinafter called the
      "Operating Expenses") in the amount of FIVE THOUSAND TWO HUNDRED
      SEVENTY-SIX AND 25/100 DOLLARS ($5,276.25) payable in monthly installments
      in equal monthly installments of FOUR HUNDRED THIRTY-NINE AND 69/100
      DOLLARS ($439.69) which is computed at Base Year (which the parties hereto
      agree shall be calendar year 2004) rate of FIVE AND NO/100 DOLLARS ($5.25)
      per rentable square foot per annum for each and every calendar month of
      the Term of this Lease, in money of the United States of America, at the
      Management Office of the Building located at 1800 Southeast Tenth Avenue,
      Suite 210, Fort Lauderdale, Florida 33316.

      LANDLORD, upon execution of this Lease by LANDLORD and TENANT, hereby
      acknowledges receipt of payment by TENANT of the sum of FOUR HUNDRED
      SIXTY-SIX AND 07/100 DOLLARS ($466.07) representing payment of Operating
      Expenses for the first full calendar month of this Lease, including sales
      tax. The balance of the total Operating Expenses is payable in equal
      monthly installments as specified above, on the first day of each month
      hereafter ensuing the first payment of which shall be due and payable on
      the FIRST of FEBRUARY, 2005. If the Term of this Lease commences on any
      day of a month other than the first day, TENANT shall pay LANDLORD
      Operating Expenses as provided for herein for such commencement month on a
      pro rata basis (such proration to be based on the actual number of days in
      the commencement month) and the first month's Operating Expenses paid by
      TENANT, if any, upon execution of this Lease shall apply and be credited
      to the next full month's Operating Expenses due hereunder. Operating
      Expenses for any partial month of occupancy at the end of the Term of
      this Lease will be prorated, such proration to be based on the actual
      number of days in the partial month.

      In the event the cost to the LANDLORD for the Operating Expenses of the
      Property, as hereinafter defined, during any calendar year of the Lease
      Term subsequent to the Base Year shall exceed the cost to the LANDLORD for
      the Operating Expenses of the Property during the Base Year, then TENANT
      shall pay to LANDLORD as Additional Rents TENANT'S "Proportionate Share"
      (as such term is hereinafter defined) of the increase in such costs for
      each calendar year, if any. LANDLORD shall notify TENANT within one
      hundred twenty (120) days after the end of the Base Year and each calendar
      year thereafter during the Term hereof, of the amount that is TENANT'S
      Proportionate Share. The Proportionate Share shall be due and payable upon
      receipt of the notice from LANDLORD of same. The Proportionate Share to be
      paid by the TENANT shall be the percentage that the Net Rentable Area then
      leased by the TENANT in the Building bears to the Total Net Rentable Area
      contained in the Building, which is 59,097 rentable square feet. The
      amount of such Additional Rents, if any, shall be determined in accordance
      with the following formula: Net Rentable Area of the Leased Premises
      divided by Total Net Rentable Area of the Building (the "Proportionate
      Share") multiplied by any increase in Operating Expenses over the
      Operating Expenses of the Base Year equals Additional Rents due from
      TENANT except that such Additional Rents shall be prorated for any partial
      calendar year following the commencement of the Lease Term.

      The term "Operating Expenses" as used herein shall mean the cost of all
      expenses, cost and disbursements of every kind and nature which LANDLORD
      shall pay or become obligated to pay because of or in connection with the
      ownership, maintenance and/or operation of the Property computed on the
      accrual basis, but shall not include the replacement of capital investment
      items and new capital improvements. By way of explanation and
      clarification, but not by way of limitation, these Operating Expenses will
      include the following:

      a)    Wages and salaries of all employees engaged in operation and
            maintenance of the

                                    7
<PAGE>

            Property, employer's social security and Medicare taxes,
            unemployment taxes or insurance, and any other taxes which may be
            levied upon such wages and salaries and benefits, the cost of
            disability and hospitalization insurance, the cost of worker's
            compensation insurance and rental insurance customarily supplied by
            LANDLORD, and any other insurance supplied by LANDLORD, pension or
            retirement benefits, or any other fringe benefits for such
            employees.

      b)    All supplies and materials used in the operation and maintenance of
            the Property.

      c)    Cost of all utilities including water, sewer, electricity, gas, fuel
            oil and such other energy sources, used by the Property and not
            charged directly to another tenant.

      d)    Cost of customary property management fees and costs, common area
            janitorial services, trash, garbage and bulk trash removal,
            servicing, maintenance and/or monitoring of all systems and
            equipment, including, but not limited to, plumbing, heating, air
            conditioning, ventilating, lighting, electrical, security and fire
            alarms, fire pumps, fire extinguishers, exit lights, painting,
            window cleaning, landscaping and gardening, pest control,
            maintenance and repair of the roof, maintenance and scaling of the
            parking areas, fire protection, signage costs and service contracts,
            and legal and accounting fees and costs.

      e)    Cost of casualty and liability insurance applicable to the Property
            and LANDLORD'S personal property used in connection therewith.

      f)    All taxes, assessments and impositions, and governmental charges,
            including real estate taxes, whether federal, state, county or
            municipal, and whether they be taxing districts or authorities
            presently taxing the Property, Building and/or Leased Premises or by
            others, subsequently created or otherwise, and any other taxes,
            assessments and impositions attributable to the Property or its
            operation and maintenance excluding however, federal and state taxes
            on income.

      g)    Cost of Capital Improvement items installed for the purpose of
            reducing costs.

      h)    Cost of Sheridan Professional Centre Condominium Association Fees.

      LANDLORD agrees to maintain accounting books and records reflecting
      Operating Expenses of the Property in accordance with generally accepted
      accounting principles.

      In the event the Operating Expenses in any year after the Base Year are
      reduced because of a major capital improvement or by the use of
      automation, then the Operating Expenses for the Base Year shall be reduced
      for the purpose of determining Additional Rents as though such improvement
      or automation was in effect during the Base Year.

      LANDLORD shall notify TENANT within one hundred twenty (120) days after
      the end of the Base Year and each calendar year thereafter during the Term
      hereof, of the amount which LANDLORD estimates (as evidenced by budgets
      prepared by or on behalf of LANDLORD) will be the amount of TENANT'S
      Proportionate Share of increases in Operating Expenses for the then
      current calendar year and TENANT shall pay such sum in advance to LANDLORD
      in equal monthly installments during the balance of said calendar year, on
      the first day of each remaining month in said calendar year commencing on
      the first day of the first month following TENANT'S receipt of such
      notification. Within one hundred twenty (120) days following the end of
      each calendar year after the Base Year, LANDLORD shall submit to TENANT a
      statement showing the actual amount which should have been paid by TENANT
      with respect to increases in Operating Expenses for the past calendar
      year, the amount thereof actually paid during that year by TENANT with
      respect to increases in Operating Expenses for the past calendar year, the
      amount thereof actually paid during that year by TENANT and the amount of
      the resulting balance due thereon, or overpayment thereof, as the case may
      be. Said statement shall become final and conclusive between the parties,
      their successors and assigns as to the matters set forth therein unless
      LANDLORD receives written objections with respect thereto within said
      thirty (30) day period. Any balance shown to be due pursuant to said
      statement shall be paid by TENANT to LANDLORD within thirty (30) days
      following TENANT'S receipt thereof and any overpayment shall be credited
      against TENANT'S obligation to pay expected additional rent in connection
      with anticipated increases in Operating Expenses or, if by reason of any
      termination of the Lease no such future obligation exists, refunded to
      TENANT. Anything herein to the contrary notwithstanding, TENANT shall not
      delay or withhold payment of any balance shown to be due pursuant to a
      statement rendered by LANDLORD to TENANT, pursuant to the terms hereof,
      because of any objection which TENANT may raise with respect thereof and
      LANDLORD shall credit any overpayment found

                                       8
<PAGE>

      to be owing to TENANT against TENANT'S Proportionate Share of increases in
      Operating Expenses for the then current calendar year (and future calendar
      years, if necessary) upon the resolution of said objection or, if at the
      time of the resolution of said objection the Lease Term has expired,
      refund to TENANT any overpayment to be owing to TENANT.

      Additional Rents, due by reason of the provisions of this subparagraph 4A
      for the final months of this Lease, is due and payable even though it may
      not be calculated until a date subsequent to the termination date of this
      Lease; the Operating Expenses for the calendar year during which the Lease
      terminates shall be prorated according to that portion of said calendar
      year that this Lease was actually in effect. TENANT expressly agrees that
      LANDLORD, at LANDLORD'S sole discretion, may apply the Security Deposit
      specified in Paragraph 7 hereof, if any, in full or partial satisfaction
      of any Additional Rents due for the final months of this Lease by reason
      of the provisions of this subparagraph 4A. If said Security Deposit is
      greater than the amount of any such Additional Rents and there are no
      other sums or amounts owed LANDLORD by TENANT by reason of any other
      terms, provisions, covenants or conditions of this Lease, then LANDLORD
      shall refund the balance of said Security Deposit to TENANT as provided in
      Paragraph 7 hereof. Nothing herein contained shall be construed to relieve
      TENANT, or imply that TENANT is relieved, of the liability for or the
      obligation to pay any Additional Rents due for the final months of this
      Lease by reason of the provisions of this Paragraph 4A if said Security
      Deposit is less than such Additional Rents. If in any calendar year
      following the Base Year, the increase in Operating Expenses is negative,
      no Additional Rents is to be charged, but Additional Rents shall
      nevertheless be collected at the previous year's rate and adjusted
      thereafter.

4B.   In the event that "Impositions" (as such term is hereinafter defined)
      against the Property is increased during any calendar year of the Lease
      Term subsequent to the Base Year over the amount of said Impositions
      during the Base Year, then TENANT shall pay to LANDLORD, as Additional
      Rents, TENANT'S proportionate share of the increases over the Base Year in
      such Impositions for each subsequent calendar year, if any.

      The term "Impositions" as used herein shall mean all impositions, taxes,
      assessments (special or otherwise), water and sewer assessments and other
      governmental liens or charges of any and every kind, nature and sort
      whatsoever, ordinary and extraordinary, foreseen and unforeseen and
      substitutes therefor, including all taxes whatsoever (except only those
      taxes of the following categories: any inheritance, estate, succession,
      transfer or gift taxes imposed upon LANDLORD or any income taxes
      specifically payable by LANDLORD as a separate tax paying entity without
      regard to LANDLORD'S income source as arising from or out of the Property)
      attributable in any manner to the Property or the "Rents" (as such term is
      hereinafter define) receivable therefrom, or any part thereof, or any use
      thereon, or any facility located therein or used in conjunction therewith
      or any charge or other payment required to be paid to any governmental
      authority, whether or not any of the foregoing shall be designated "real
      estate tax," "sales tax," "rental tax," "excise tax," "business tax," or
      designated in any other manner.

      LANDLORD shall notify TENANT, within one hundred twenty (120) days after
      the end of the Base Year and each calendar year thereafter, of the amount
      which (as evidenced by budgets prepared by or on behalf of LANDLORD) will
      be the amount of TENANT'S Proportionate Share of increases in Impositions
      for the then current calendar year and TENANT shall pay such sum to
      LANDLORD in equal monthly installments during the balance of said calendar
      year, in advance on the first day of each month commencing on the first
      day of the first month following TENANT'S receipt of such notification.
      Within one hundred twenty (120) days following the date on which LANDLORD
      receives a tax bill or statement showing what the actual Impositions are
      with respect to each calendar year, LANDLORD shall submit to TENANT a
      statement, together with a copy of said bill or statement, showing the
      actual amount to be paid by TENANT in the year in question with respect to
      increases in Impositions for such year, the amount thereof theretofore
      paid by TENANT and the amount of the resulting balance due thereon, or
      overpayment thereof, as the case may be. Any balance shown to be due
      pursuant to said statement shall be spread over the remaining months of
      the year and be paid by TENANT to LANDLORD or after the close of the
      calendar year within ten (10) days following TENANT'S receipt thereof and
      any overpayment shall be credited against TENANT'S obligation to pay
      such Additional Rents in connection with increased Impositions in later
      years, or, if no such future obligation exists, be refunded to TENANT.

                                       9
<PAGE>

      Additional Rents, due by reason of the provisions of this subparagraph 4B
      for the final months of this Lease, shall be payable even though the
      amount thereof is not determinable until subsequent to the termination of
      the Lease; the Impositions for the calendar year during which the Lease
      terminates shall be prorated according to that portion of said calendar
      year that this Lease was actually in effect. TENANT expressly agrees that
      LANDLORD, at LANDLORD'S sole discretion, may apply the Security Deposit
      specified in Paragraph 7 hereof, if any, in full or partial satisfaction
      of any Additional Rents due for the final months of this Lease by reason
      of the provisions of this subparagraph 4B. If said Security Deposit is
      greater than the amount of such Additional Rents and there are no other
      sums or amounts owed LANDLORD by TENANT by reason of any other terms,
      provisions, covenants or conditions of this Lease, then LANDLORD shall
      refund the balance of said Security Deposit to TENANT as provided in
      Paragraph 7 hereof. Nothing herein contained shall be construed to relieve
      TENANT, or imply that TENANT is relieved, of the liability for or the
      obligation to pay any Additional Rents due for the final months of this
      Lease by reason of the provisions of this subparagraph 4B if said Security
      Deposit is less than such Additional Rents, nor shall LANDLORD be required
      to first apply said Security Deposit to such Additional Rents if there are
      any other sums of amounts owed LANDLORD by TENANT by reason of any of the
      terms, provisions, covenants or conditions of this Lease. If in any
      calendar year following the Base Year the increase in Impositions is
      negative, no Additional Rents is to be charged, but Additional Rents shall
      be collected at the previous year's rate and adjusted thereafter.

4C.   It is the intention of the parties hereto to provide that the TENANT shall
      pay in advance of their due rent TENANT'S Proportionate Share of increases
      in Operating Expenses and Impositions, collectively called the "Additional
      Rents", and to share in reduction only by category to the end that an
      increase in Operating Expenses and Impositions shall not be offset by a
      decrease in taxes and impositions and vice versa. In no event shall the
      Base Rent be reduced by reason of decreases in Operating Expenses and/or
      Impositions. Failure of LANDLORD to provide the statements called for
      hereunder within the time frame prescribed shall not relieve TENANT from
      its obligations hereunder.

INCREASE IN BASE RENT:

5.    See "Basic Lease Information" for Base Rent increases.

TIME OF PAYMENT:

6.    TENANT agrees that TENANT will promptly pay said "Rents" (Base Rent as the
      same may be adjusted from time to time pursuant to Paragraphs 3 and 5 and
      Additional Rents) without written notice from LANDLORD, at the times and
      place stated above; that TENANT will pay charges for work performed on
      order of TENANT, and any other charges that accrue under this Lease; that,
      if any part of the Rents or above mentioned charges shall remain due and
      unpaid for seven (7) calendar days next after the same shall become due
      and payable, LANDLORD shall have the option (in addition to all other
      rights and remedies available to it by law and in equity) of declaring the
      balance of the entire Rents for the entire Term of this Lease to be
      immediately due and payable, and LANDLORD may then proceed to collect all
      of the unpaid Rents called for by this Lease by distress or otherwise.

SECURITY DEPOSIT:

7.    TENANT concurrently with the execution of this Lease, has deposited with
      LANDLORD the sum of THREE THOUSAND EIGHT HUNDRED FORTY-TWO AND 46/100
      DOLLARS ($3,842.46) representing two months' average Rents, the receipt of
      which is hereby acknowledged by LANDLORD, which sum shall be retained by
      LANDLORD as security for the payment by TENANT of the Rents and all other
      payments herein agreed to be paid by TENANT, and for the faithful
      performance by TENANT of the terms, provisions, covenants and conditions
      of this Lease. It is agreed that LANDLORD, at LANDLORD'S option, may at
      the time of any default by TENANT under any of the terms, provisions,
      covenants or conditions of this Lease, apply said sum or any part thereof
      toward the payment of the Rents and all other sums which are due and
      payable by TENANT under this Lease, but such covenants and TENANT'S
      liability under this Lease shall thereby be discharged only provided that
      TENANT shall remain liable for any amounts that such sum shall be
      insufficient to pay; that LANDLORD may

                                       10
<PAGE>

      exhaust any and all rights and remedies against TENANT before resorting to
      said sum, but nothing herein contained shall require or be deemed to
      require LANDLORD to do so; that in the event this deposit shall be
      returned by LANDLORD to TENANT within thirty (30) days next after the
      expiration of the Term of this Lease or the determination and payment of
      the amount due under Paragraph 4 of this Lease, if any, whichever later
      occurs. LANDLORD shall not be required to pay TENANT any interest on said
      Security Deposit. LANDLORD may co-mingle said Security Deposit with other
      tenant's deposits, at the sole option of the LANDLORD. In the event that
      the LANDLORD exercises its option to utilize the TENANT'S Security Deposit
      for amounts due and payable to LANDLORD, TENANT agrees to replenish said
      Security Deposit to the original amount required or any amount required
      that is deemed adequate by LANDLORD. Upon sale of the Property by
      LANDLORD, TENANT agrees to hold LANDLORD harmless for any amounts due to
      TENANT and agrees to look to the new owner for said Security Deposit.

USE:

8.    The TENANT will use and occupy the Leased Premises for the following use
      or purpose and for no other use or purpose: OFFICES FOR INSURANCE
      BUSINESS. TENANT shall supply LANDLORD with a current copy of all required
      occupational and/or other license(s) prior to occupancy or within seven
      (7) calendar days thereof. TENANT shall also furnish a copy of each yearly
      renewal license(s) to the LANDLORD within seven (7) calendar days of
      receipt of such license(s). Failure to submit copies to LANDLORD and/or
      failure to obtain such occupational and/or other license(s) shall be
      considered a breach of this Lease and TENANT shall hereby be in default of
      this Lease.

QUIET ENJOYMENT:

9.    Upon payment by TENANT of the Rents herein provided, and upon the
      observance and performance of all terms, provisions, covenants and
      conditions on TENANT'S part to be observed and performed, TENANT shall,
      subject to all of the terms, provisions, covenants and conditions of this
      Lease Agreement, peaceably and quietly hold and enjoy the Leased Premises
      for the Term hereby demised.

INSURANCE PREMIUMS:

10.   In the event the LANDLORD'S insurance premiums exceed the standard premium
      rates because the nature of TENANT'S operation results in extra hazardous
      exposure, then TENANT shall, upon receipt of appropriate invoices from
      LANDLORD, reimburse LANDLORD for such increase in premiums. It is
      understood and agreed between the parties hereto that any such increase in
      premiums shall be considered as Rents due and shall be included in any
      lien for Rents.

RULES AND REGULATIONS:

11.   TENANT agrees to comply with all rules and regulations LANDLORD may adopt
      from time to time for operation of the Property and parking areas and
      protection and welfare of Property and parking areas, its tenants,
      visitors and occupants. The present rules and regulations, which TENANT
      hereby agrees to comply with, entitled "Rules and Regulations" are
      attached hereto and are by this reference incorporated herein. Any future
      rules and regulations shall become a part of this Lease, and TENANT hereby
      agrees to comply with the same upon delivery of a copy thereof to TENANT,
      provided the same do not materially deprive TENANT of its rights
      established under this Lease. Notwithstanding anything contained in this
      Lease to the contrary, Tenant covenants and agrees to fully comply with:
      (i) all of the terms, covenants, conditions and restrictions of the
      Declaration of Condominium (the "Declaration") for Sheridan Professional
      Centre Condominium, recorded in Official Records Book _____, at Page______
      of the Public Records of Broward County, Florida, all of which are hereby
      incorporated herein by this reference, and (ii) all of the Rules and
      Regulations (as defined in the Declaration) of the Sheridan Professional
      Centre Condominium Association, as same may be in effect from
      time-to-time.

                                       11
<PAGE>

GOVERNMENTAL REQUIREMENTS:

12.   TENANT shall faithfully observe, in the use of the Leased Premises, all
      municipal and county ordinances and codes and state and federal statutes
      now in force or which may hereafter be in force.

SERVICES:

13.   LANDLORD will furnish the following services to TENANT:

      (A)   Maintenance services for common areas only. TENANT is responsible
            for services, maintenance and repair in their respective Leased
            Premises. LANDLORD is not responsible for TENANT'S janitorial
            services or any other services that TENANT may from time to time
            require of TENANT'S space. Notwithstanding the foregoing, LANDLORD
            shall be responsible for normal maintenance service to TENANT'S air
            conditioning system.

      (B)   Electrical current for common area lighting, incidentals, and water
            at those points of supply provided for general use of the Building's
            tenants at all times and on all days throughout the year, subject to
            any restrictions imposed by any governmental entity.

      Such services shall be provided as long as the TENANT is not in default of
      any of the terms, provisions, covenants and conditions of this Lease,
      subject to interruption caused by repairs, renewals, improvements, changes
      to service, alterations, strikes, lockouts, labor controversies, inability
      to obtain power, accidents, breakdowns, catastrophes, national or local
      emergencies, acts of God and conditions and causes beyond the control of
      LANDLORD, and upon such happening(s), no claim for damages or abatement of
      Rents for failure(s) to furnish any such services shall be made by the
      TENANT or allowed by the LANDLORD.

TENANT WORK:

14.   It is understood and agreed between the parties hereto that any charges
      against TENANT by LANDLORD for services or for work done in or on the
      Leased Premises by order of or for the benefit of the TENANT, or otherwise
      accruing under this Lease, shall be considered as Rents due and shall be
      included in any lien for Rents.

REPAIR OF LEASED PREMISES:

15.   TENANT will, at TENANT'S own expense, keep the Leased Premises in good
      repair and tenantable condition during the Lease Term and will replace at
      its own expense any and all broken glass in and about said Leased
      Premises.

      TENANT will make no alterations, additions or improvements in or to the
      Leased Premises without the written consent of LANDLORD, which shall not
      be unreasonably withheld, but may be predicated upon, but not limited to,
      TENANT'S use of contractors who are acceptable to LANDLORD; and all
      additions, fixtures, carpet or improvements, except only office furniture
      and fixtures which shall be readily removable without injury to the Leased
      Premises, shall be and remain a part of the Leased Premises at the
      expiration of this Lease unless otherwise required by LANDLORD.

      It is further agreed that this Lease is made by the LANDLORD and accepted
      by the TENANT with the distinct understanding and agreement that the
      LANDLORD shall have the right and privilege to make and build additions to
      the Building of which the Leased Premises are a part, and make such
      alterations and repairs to said Building and/or Property as it may deem
      wise and advisable without any liability to the TENANT therefore.

INDEMNIFICATION:

16.   TENANT further agrees that TENANT, will pay all liens of contractors,
      subcontractors, mechanics, laborers, materialmen, and other items of like
      character, and will indemnify LANDLORD against all expenses, costs and
      charges, including bond premiums for release of

                                       12
<PAGE>

      liens and attorney's fees and costs reasonably incurred in and about the
      defense of any suit in discharging the said Leased Premises or any part
      thereof from any liens, judgments, or encumbrances caused or suffered by
      TENANT. In the event any such lien shall be made or filed, TENANT shall
      bond against or discharge the same within ten (10) days after the same has
      been made or filed. It is understood and agreed between the parties hereto
      that the expenses, costs and charges above referred to shall be considered
      as Rents due and shall be included in any lien for Rents.

PARKING:

17.   Pursuant to all the terms, provisions, covenants and conditions contained
      herein, for the Term of this Lease, TENANT hereby leases from LANDLORD
      FIVE (5) unassigned parking spaces in the Property's parking areas.
      Location of said parking spaces shall be at the sole discretion of
      LANDLORD. There is no additional charge for parking. The LANDLORD, at its
      sole option, may assign parking spaces to TENANT, which LANDLORD reserves
      the right to change the assigned location. TENANT acknowledges that it
      will not park commercial trucks (excluding vans, pickup trucks and/or
      sport utility vehicles) or allow commercial trucks to be parked on the
      Property at any time without the express written consent of LANDLORD.

ESTOPPEL STATEMENT:

18.   TENANT agrees that from time to time, upon not less than ten (10) days
      prior request by LANDLORD, TENANT will deliver to LANDLORD a statement in
      writing certifying (a) that this Lease is unmodified and in full force and
      effect (or, if there have been modifications, that the Lease as modified
      is in full force and effect and stating the modifications); (b) the dates
      to which the Rents and other charges have been paid; and (c) that LANDLORD
      is not in default under any provisions of this Lease, or if in default,
      the nature thereof in detail.

SUBORDINATION:

19.   If the Property, Building and/or Leased Premises are at any time subject
      to a mortgage and/or deed of trust, and TENANT has received written notice
      from mortgagee of same, then in any instance in which TENANT gives notice
      to LANDLORD alleging default by LANDLORD hereunder, TENANT will also
      simultaneously give a copy of such notice to the LANDLORD'S mortgagee and
      the LANDLORD'S mortgagee shall have the right (but not the obligation) to
      cure or remedy such default during the period that is permitted to
      LANDLORD hereunder, plus an additional period of thirty (30) days, and
      TENANT will accept such curative or remedial action (if any) taken by
      LANDLORD'S mortgagee with the same effect as if such action had been taken
      by LANDLORD.

      This Lease shall, at LANDLORD'S option, which option may be exercised at
      any time during the Lease Term, be subject and subordinate to any mortgage
      and/or land lease now or hereafter encumbering the Property or Building.
      This provision shall be self-operative without the execution of any
      further instruments. Notwithstanding the foregoing, however, TENANT hereby
      agrees to execute any instrument(s) which LANDLORD may deem desirable to
      evidence the subordination of this Lease to any and all such mortgages.

ATTORNMENT:

20.   In the event the interests of LANDLORD under this Lease shall be
      transferred voluntarily or by reason of foreclosure or other proceedings
      for enforcement of any first mortgage of the Leased Premises, TENANT shall
      be bound to such transferee (herein sometimes called the "Purchaser") for
      the balance of the Term hereof remaining, and any extensions or renewals
      thereof which may be effective in accordance with the terms and provisions
      hereof, with the same force and effect as if the Purchaser were the
      LANDLORD under this Lease, and TENANT does hereby agree to attorn to the
      Purchaser, including the mortgagee under any such mortgage if it be the
      Purchaser, as its LANDLORD, said attornment to be effective and
      self-operative without the execution of any further instruments upon the
      Purchaser succeeding to the interest of the LANDLORD under this Lease. The
      respective rights and obligations of TENANT and the Purchaser upon such
      attornment, to the extent of the then remaining balance of the Term of
      this Lease and any such extensions and renewals, shall be and are the same
      as

                                       13
<PAGE>

      those set forth herein. In the event of such transfer of LANDLORD'S
      interests, LANDLORD shall be released and relieved from all liability and
      responsibility thereafter accruing to TENANT under this Lease or otherwise
      and LANDLORD'S successor by acceptance of Rents from TENANT hereunder
      shall become liable and responsible to TENANT in respect to all
      obligations of the LANDLORD under this Lease.

ASSIGNMENT:

21.   Without the written consent of LANDLORD first obtained in each case,
      TENANT shall not assign, transfer, mortgage, pledge, or otherwise encumber
      or dispose of this Lease or underlet the Leased Premises or any part
      thereof or permit the Leased Premises to be occupied by other persons. In
      the event that TENANT shall assign, transfer, mortgage, pledge, or
      otherwise dispose of this Lease or underlet the Leased Premises or any
      part thereof or permit the Leased Premises to be occupied by other
      persons, without the express written consent of the LANDLORD, it will be
      deemed a breach of this Lease by TENANT and LANDLORD shall have all
      remedies available to it, including, but not limited to, accelerating
      payment of all Rents due and all future Rents due and payable under the
      Lease. If this Lease be assigned, or if the Leased Premises or any part
      thereof be underlet or occupied by anybody other than TENANT, the LANDLORD
      may, after default by the TENANT, collect or accept Rents from the
      assignee, under-tenant, or occupant and apply the net amount collected or
      accepted to the Rents herein reserved, but no such collection or
      acceptance shall be deemed a waiver of this covenant or the acceptance of
      the assignee, under-tenant, or occupant as TENANT, nor shall it be
      construed as or implied to be a release of the TENANT from the further
      observance and performance by the TENANT of the terms, provisions,
      covenants and conditions herein contained.

      In lieu of consenting or not consenting, LANDLORD may, at its option, (i)
      in the case of the proposed assignment or subletting of TENANT'S entire
      leasehold interest, terminate this Lease in its entirety, or (ii) in the
      case of the proposed assignment or subletting of a portion of the Leased
      Premises, terminate this Lease as to that portion of the Leased Premises
      which TENANT has proposed to assign or sublet, in the event LANDLORD
      elects to terminate this Lease pursuant to clause (ii) of this paragraph,
      TENANT'S obligations to Base Rent and Additional Rent shall be reduced in
      the same proportion that the Net Rentable Area of the portion of the
      Leased Premises taken by the proposed assignee or subtenant bears to the
      total Net Rentable Area of the Leased Premises.

SUCCESSORS AND ASSIGNS:

22.   All terms, provisions, covenants and conditions to be observed and
      performed by TENANT shall be applicable to and binding upon TENANT'S
      respective heirs, administration, executors, successors and assigns,
      subject, however, to the restrictions as to assignment or subletting by
      TENANT as provided herein. All expressed covenants of this Lease shall be
      deemed to be covenants running with the land.

HOLD HARMLESS OF LANDLORD:

23.   In consideration of said Leased Premises being leased to TENANT for the
      above the Rents, TENANT agrees: (1) that TENANT, at all times, will
      indemnify and keep LANDLORD harmless from all losses, damages, liabilities
      and expenses, which may arise or be claimed against LANDLORD and be in
      favor of any persons, firms or corporations, consequent upon or arising
      from the use of occupancy of said Leased Premises by TENANT, or consequent
      upon or arising from any acts, omissions, neglect or fault of TENANT, his
      agents, servants, employees, licensees, visitors, customers, patrons or
      invitees, or consequent upon or arising from TENANT'S failure to comply
      with any laws, statutes, ordinances, codes or regulations as herein
      provided; (2) that LANDLORD shall not be liable to TENANT for any damages,
      losses or injuries to the persons or property of TENANT which may be
      caused by the acts, neglect, omissions or faults of any persons, firms or
      corporations, except that such injury, loss or damage results from
      negligence of LANDLORD, his agents or employees; (3) and that TENANT will
      indemnify and keep harmless LANDLORD from all damages, liabilities,
      losses, injuries, or expenses which may arise or be claimed against
      LANDLORD and be in favor of any person, firms or corporations, for any
      injuries or damages to the person or property of any

                                       14
<PAGE>

      persons, firms or corporations, where said injuries or damages arose about
      or upon said Leased Premises, as a result of the negligence of TENANT, his
      agents, employees, servants, licensees, visitors, customers, patrons, and
      invitees. All personal property placed or moved into the Leased Premises
      of the Building shall be at the risk of TENANT or the owner thereof, and
      LANDLORD shall not be liable to TENANT for any damage to said personal
      property. TENANT shall maintain at all times during the Term of this Lease
      an insurance policy or policies in an amount or amounts sufficient in
      LANDLORD'S opinion, to indemnify LANDLORD or pay LANDLORD'S damages, if
      any, resulting from any matters set forth hereinbefore in this Paragraph
      23.

      In the event LANDLORD shall be made a party to any litigation commenced
      against TENANT, then TENANT shall protect and hold LANDLORD harmless and
      shall pay all costs, expenses and reasonable attorney's fees incurred or
      paid by LANDLORD in connection with such litigation and any appeal
      thereof. In the event that TENANT shall obtain a judgment against
      LANDLORD, TENANT agrees to look solely to the LANDLORD'S interest in the
      Property associated with the leasing of said Building for the recovery of
      any judgment and that TENANT agrees to not hold LANDLORD, its
      representatives, agents, partners, directors, shareholders and other
      officers personally liable for any judgment against LANDLORD.

      TENANT shall indemnify, defend, and hold harmless LANDLORD and its
      officers, directors, and shareholders from all fines, suits, procedures,
      claims, and actions of every kind and all costs, associated with such
      claims (including attorney's fees, costs of suit and court costs and
      consultant's fees) arising out of or in any way connected with any
      deposit, spill, discharge or other release of hazardous substances that
      occurs during the Term at or from the Leased Premises, or which arises at
      any time, from TENANT'S use or occupancy of the Leased Premises, or from
      TENANT'S failure to provide all information, make all submissions, and
      take all actions required by all authorities under federal, state, or
      local laws and ordinances and regulations and all other environmental
      laws. TENANT'S obligations and liabilities under this section shall
      survive the expiration or termination of this Lease.

ATTORNEYS FEES:

24.   If either party defaults in the performance of any of the terms,
      provisions, covenants and conditions of this Lease and by reason thereof
      the other party employs the services of an attorney to enforce performance
      of the covenants, or to perform any service based upon defaults, then in
      any of said events the prevailing party shall be entitled to reasonable
      attorneys' fees and all expenses and costs incurred by the prevailing
      party pertaining thereto (including costs and fees relating to any appeal)
      and in enforcement of any remedy.

DAMAGE OR DESTRUCTION:

25.   In the event the Leased Premises shall be destroyed or so damaged or
      injured by fire or other casualty, during the Term of this Lease, whereby
      the same shall be rendered untenable, then LANDLORD shall have the right,
      but not the obligation, to render such Leased Premises tenantable by
      repairs within one hundred eighty (180) days from the date of damage,
      destruction, or injury, or from the date of receipt of insurance proceeds
      by the LANDLORD, whichever is later. '

      LANDLORD agrees that, within ninety (90) days following damage or
      destruction or the receipt of insurance proceeds, whichever is later, it
      shall notify TENANT with respect to whether or not LANDLORD intends to
      restore the Leased Premises. If said Leased Premises are not rendered
      tenantable within the aforesaid one hundred eighty (180) days, it shall be
      the option with either party hereto to cancel this Lease within ten (10)
      days from the expiration of the aforesaid one hundred eighty (180) days,
      and in the event of such cancellation the Rents shall be paid only to the
      date of such fire or casualty. The cancellation herein mentioned shall be
      evidenced in writing and sent via certified mail, return receipt
      requested. Notwithstanding the provisions of this paragraph, if it is
      determined within ninety (90) days from the date of destruction, damage,
      or injury, that the Building has sustained more than fifty percent (50%)
      damage, LANDLORD shall have the option of canceling this Lease within ten
      (10) days from the expiration of the aforesaid ninety (90) days. Said
      cancellation shall be sent to TENANT in writing and sent via certified
      mail, return receipt requested. Notwithstanding the foregoing,

                                       15
<PAGE>

      should damage, destruction or injury occur by reason of negligence by
      TENANT or TENANT'S agents, employees, invitees, servants, licensees,
      visitors, customers and/or patrons, LANDLORD shall have the right, but not
      the obligation, to render the Leased Premises tenantable within three
      hundred sixty (360) days from the date of damage, destruction, or injury,
      or receipt of insurance proceeds by LANDLORD, whichever is later, and no
      abatement of Rents shall occur.

      Notwithstanding the foregoing, should damage or destruction occur during
      the last twelve (12) months of the Lease Term, either LANDLORD or TENANT
      shall have the option to terminate this Lease, effective on the date of
      damage or destruction, provided notice to terminate is given within thirty
      (30) days of such damage or destruction. Notwithstanding the foregoing,
      should the damage or destruction occur by reason of negligence of the
      TENANT, its agents, invitees, servants, employees, visitors, licensees,
      customers and/or patrons, TENANT shall not have such option to terminate.

EMINENT DOMAIN:

26.   If there shall be taken during the Term of this Lease any part of the
      Leased Premises, parking areas, Property or Building, other than a part
      not interfering with maintenance, operation or use of the Leased Premises,
      LANDLORD may elect to terminate this Lease or to continue same in effect.
      If LANDLORD elects to continue the Lease, the Rents shall be reduced in
      proportion to the area of the Leased Premises so taken and LANDLORD shall
      repair any damage to the Leased Premises, parking areas, Property or
      Building resulting from such taking. If any part of the Leased Premises is
      taken by condemnation or Eminent Domain which renders the Leased Premises
      unsuitable for its intended use, the TENANT may elect to terminate this
      Lease, or if any part of the Leased Premises is so taken which does not
      render the Leased Premises unsuitable for its intended use, this Lease
      shall continue in effect and the Rent shall be reduced in proportion to
      the area of the Leased Premises so taken and LANDLORD shall repair any
      damage to the Leased Premises resulting from such taking. If all of the
      Leased Premises is taken by condemnation or Eminent Domain, this Lease
      shall terminate on the date of the taking. All sums awarded (or agreed
      upon between LANDLORD and the condemning authority) for the taking of the
      interest of LANDLORD and/or TENANT, whether as damages or as compensation,
      and whether for partial or total condemnation, will be the property of
      LANDLORD. If this Lease should be terminated under any provisions of this
      paragraph, Rents shall be payable up to the date that possession is taken
      by the authority, and LANDLORD will refund to TENANT any prepaid unaccrued
      Rents less any sum or amount then owing by TENANT to LANDLORD.

ABANDONMENT:

27.   If during the Term of this Lease, TENANT shall abandon, vacate or remove
      from the Leased Premises the major portion of the goods, wares, equipment
      or furnishings usually kept in or upon said Leased Premises, or shall
      cease doing business in said Leased Premises, or shall suffer the Rents to
      be in arrears, LANDLORD may, at its option, cancel this Lease in the
      manner stated in Paragraph 28 hereof, or LANDLORD may enter said Leased
      Premises as the agent of TENANT by force or otherwise, without being
      liable in any way therefore and relet the Leased Premises with or without
      any furniture that may be therein, as the agent of TENANT, at such price
      and upon such terms and for such duration of time as LANDLORD may
      determine, and receive the Rents therefore, applying the same to the
      payment of the Rents due by these presents, and if the full Rents herein
      provided shall not be realized by LANDLORD over and above the expenses to
      LANDLORD of such reletting. TENANT shall pay any deficiency.

DEFAULT:

28.   It is agreed between the parties hereto that: if TENANT shall be
      adjudicated bankrupt or insolvent or take the benefit of any federal
      reorganization or composition proceeding or make a general assignment or
      take the benefit of any insolvency law; or if TENANT'S leasehold interest
      under this Lease shall be sold under any execution or process of law; or
      if a trustee in bankruptcy or a receiver be appointed or elected or had
      for TENANT (whether under federal or state laws); or if said Leased
      Premises shall be abandoned or deserted; or if TENANT shall fail

                                       16
<PAGE>

      to perform any of the terms, provisions, covenants or conditions of this
      Lease on TENANT'S part to be performed; or if this Lease or the Term
      thereof be transferred or pass to or dissolve upon any persons, firms,
      officers, or corporations other than TENANT by death of the TENANT,
      operation of law or otherwise; then and in any such events, at the option
      of LANDLORD, the total remaining unpaid Base Rent and Additional Rents for
      the Term of this Lease shall become due and payable or this Lease and the
      Term of this Lease shall expire and end five (5) days after LANDLORD has
      given TENANT written notice and time to cure during said five (5) days of
      such breach or default of the Lease. TENANT hereby agrees to immediately
      then pay said Base Rent and Additional Rents or quit and surrender said
      Leased Premises to LANDLORD; but this shall not impair or affect
      LANDLORD'S right to maintain summary proceedings for the recovery of the
      possession of the Leased Premises in all cases provided for by law. If the
      Term of the Lease shall be so terminated, LANDLORD may immediately, or at
      any time thereafter, re-enter or repossess the Leased Premises and remove
      all persons and property therefrom without being liable for trespass or
      damages.

LIEN FOR PAYMENT OF RENTS:

29.   TENANT hereby pledges and assigns to LANDLORD as security for the payment
      of any and all Rents or other sums or amounts provided herein, all of the
      furniture, fixtures, goods and chattels of TENANT which shall or may be
      brought or put on or into said Leased Premises, and TENANT agrees that
      said lien may be enforced by distress, foreclosure or otherwise, at the
      election of the LANDLORD. TENANT hereby expressly waives and renounces for
      itself and family any and all homestead and exemption rights it may now
      have or hereafter acquire under or by virtue of the constitution and laws
      of the State of Florida or of any other state, or of the United States, as
      against the payment of said Rents or any other obligation or damage that
      may accrue under the terms of this Lease.

WAIVER OF DEFAULT:

30.   Failure of LANDLORD to declare any default immediately upon occurrence
      thereof, or delay in taking any action in connection therewith, shall not
      waive such default, but LANDLORD shall have the right to declare any such
      default at any time and take such action as might be lawful or authorized
      hereunder, in law and/or in equity. No waiver by LANDLORD of a default by
      TENANT shall be implied, and no express waiver by LANDLORD shall affect
      any default other than the default specified in such waiver and then only
      for the time and extension therein stated.

      No waiver of any term, provision, condition or covenant of this Lease by
      LANDLORD shall be deemed to imply or constitute a further waiver by
      LANDLORD of any other terms, provisions, conditions or covenants of this
      Lease. In addition to any rights and remedies specifically granted
      LANDLORD herein, LANDLORD shall be entitled to all rights and remedies
      available at law and in equity in the event that TENANT shall fail to
      perform any of the terms, provisions, covenants or conditions of this
      Lease on TENANT'S part to be performed or fails to pay Base Rent,
      Additional Rents or any other sums due LANDLORD hereunder when due. All
      rights and remedies specifically granted to LANDLORD herein, by law and in
      equity shall be cumulative and not mutually exclusive.

RIGHT OF ENTRY:

31.   LANDLORD, or any of its agents, shall have the right to enter the Leased
      Premises during all reasonable hours to examine the same or to make such
      repairs, additions or alterations as may be deemed necessary for safety,
      comfort, or preservation thereof or to said Building, or in the event of
      an emergency, at any hour, or to exhibit said Leased Premises at any time
      within one hundred eighty (180) days before the expiration of this Lease.
      Said right of entry shall likewise exist for the purpose of removing
      placards, signs, fixtures, alterations, or additions which do not conform
      to this Lease.

NOTICE:

32.   Any notice given LANDLORD as provided for in this Lease shall be sent to
      LANDLORD by certified mail, return receipt requested, addressed to
      LANDLORD at LANDLORD'S

                                       17
<PAGE>

      Management Office, as given in Paragraph 3 hereof. Any notice to be given
      to TENANT under the terms of this Lease, unless otherwise stated herein,
      shall be in writing and shall be sent by certified mail, return receipt
      requested, to the office of TENANT in the Building. Either party, from
      time to time, by such notice, may specify another address to which
      subsequent notices shall be sent.

UTILITIES:

33.   TENANT shall promptly pay all utilities and services that are separately
      metered or contracted for, by, or on behalf of TENANT, including but not
      limited to, charges for electricity, water, gas, telephones, alarm, pest
      eradication, garbage and waste, and toxic waste and chemical disposal.
      Failure of TENANT to promptly pay such utilities within five (5) days
      after the same shall become due will be deemed a material breach of this
      Lease. LANDLORD, at its sole discretion, may exercise any and all options
      and remedies available to it under the terms and conditions of this Lease
      or remedies available to it in law and/or equity.

LANDLORD CONTROLLED AREAS:

34.   All automobile parking areas, driveways, entrances and exits thereto,
      Common Areas and other facilities furnished by LANDLORD, including all
      parking areas, truck way or ways, loading areas, pedestrian walkways and
      ramps, landscaped areas, corridors, outside lighting, drainage, dumpsters,
      and other areas and improvements provided by LANDLORD for the general use,
      in common, of tenants, their officers, agents, employees, servants,
      invitees, licensees, visitors, patrons and customers, shall be at all
      times subject to the exclusive control and management of LANDLORD, and
      LANDLORD shall have the right from time to time to establish, modify, and
      enforce rules and regulations with respect to all facilities and areas and
      improvements; to police same, from time to time to change the area, level
      and location and arrangement of parking areas and other facilities
      hereinabove referred to, to restrict parking by and enforce parking (by
      operation of meters or otherwise) by tenants, their officers, agents,
      invitees, employees, servants, licensees, visitors, patrons and customers;
      to close all or any portion of said areas or facilities to such extent as
      may in the opinion of LANDLORD'S counsel be legally sufficient to prevent
      a dedication thereof or accrual of any rights to any person or the public
      therein, to close temporarily all or any portion of the public areas,
      Common Areas and other facilities, to discourage non-tenant parking, to
      charge a fee for visitor and/or customer parking and to do and perform
      such other acts in and to said areas and improvements as, in the sole
      judgement of LANDLORD, the LANDLORD shall determine to be advisable with a
      view to the improvement of the convenience and use thereof by tenants,
      their officers, agents, employees, servants, invitees, visitors, patrons,
      licensees and customers. LANDLORD will operate and maintain the Common
      Areas and other facilities referred to in such reasonable manner as
      LANDLORD shall determine from time to time. Without limiting the scope of
      such discretion, LANDLORD shall have the full right and authority to
      designate a manager of the parking areas and/or Common Areas and other
      facilities who shall have full authority to make and enforce all rules and
      regulations pertaining to and necessary for the proper operation and
      maintenance of the parking areas and/or Common Areas and other facilities.
      Reference in this paragraph to parking areas and/or facilities shall in no
      way be construed as giving TENANT hereunder any rights and/or privileges
      in connection with such parking areas and/or facilities unless such rights
      and/or privileges are expressly set forth in Paragraph 17 hereof.

CONDITIONS OF LEASED PREMISES UPON TERMINATION OF LEASE AND HOLDING OVER:

35.   TENANT agrees to surrender to LANDLORD, at the end of the Term of this
      Lease and/or upon any cancellation of this Lease, said Leased Premises in
      as good condition as said Leased Premises were at the beginning of the
      Term of this Lease, ordinary wear and tear, and damage by fire or other
      casualty not caused by TENANT'S negligence excepted. TENANT agrees that in
      the event TENANT does not surrender said Leased Premises to LANDLORD at
      the end of the Term of this Lease, then TENANT will pay to LANDLORD double
      the amount of the current Rents for each month or portion thereof that
      TENANT holds over plus all damages that LANDLORD may suffer on account of
      TENANT'S failure to so surrender to LANDLORD possession of said Leased
      Premises, and will indemnify and save LANDLORD harmless from and against
      all claims made by any succeeding TENANT of said Lease Premises against

                                       18
<PAGE>

      LANDLORD on account of delay of LANDLORD in delivering possession of said
      Leased Premises to said succeeding TENANT so far as such delay is
      occasioned by failure of TENANT to so surrender said Leased Premises in
      accordance herewith or otherwise.

      No receipt of money by LANDLORD from TENANT after termination of this
      Lease or the service of any notice of commencement of any suit or final
      judgment for possession shall reinstate, continue or extend the Term of
      this Lease or affect any such notice, demand, suit or judgment.

      No act or thing done by the LANDLORD or its agents during the Term hereby
      granted shall be deemed an acceptance of a surrender of the Leased
      Premises, and no agreement to accept a surrender of the Leased Premises
      shall be valid unless it be made in writing and subscribed by a duly
      authorized officer or agent of LANDLORD.

OCCUPANCY TAX:

36    TENANT shall be responsible for and shall pay before delinquency all
      municipal, county or state taxes assessed during the Term of this Lease
      against any occupancy interest or personal property of any kind, owned by
      or placed in, upon or about the Leased Premises by TENANT.

SIGNS:

37.   LANDLORD shall have the right to install signs on the exterior of the
      Building and Leased Premises and/or change the Building's name or street
      address. TENANT shall absorb costs for office exterior door signage and
      building signage of TENANT'S own selection which shall be approved by the
      LANDLORD in advance and in compliance with Cooper City's and LANDLORD'S
      sign requirements.

RELOCATION OF TENANT:

38.   LANDLORD expressly reserves the right at LANDLORD'S sole cost and expense
      to remove TENANT from the Leased Premises and relocate TENANT in some
      other space of LANDLORD'S choosing of approximately the same dimensions
      and size within the Property, which other space shall be decorated by
      LANDLORD at LANDLORD'S expense. LANDLORD shall have the right, in
      LANDLORD'S sole discretion, to use such decorations and materials from the
      existing Leased Premises, or other materials so that the space in which
      TENANT is relocated shall be comparable in its interior design and
      decorating to the Leased Premises from which TENANT is removed. Nothing
      herein contained shall be construed to relieve TENANT or imply that TENANT
      is relieved of the liability for or obligation to pay any Additional Rents
      due by reason of the provisions of Paragraph 4 of this Lease, the
      provisions of which paragraph shall be applied to the space in which
      TENANT is relocated on the same basis as said provisions were applied to
      the Leased Premises from which TENANT is removed. TENANT agrees that
      LANDLORD'S exercise of its election to remove and relocate TENANT shall
      not terminate this Lease or release TENANT, in whole or in part, from
      TENANTS obligation to pay the Rents and perform the covenants and
      agreements hereunder for the full Term of this Lease. Notwithstanding the
      above, LANDLORD shall provide TENANT with thirty (30) days prior written
      notice sent by certified mail.

CROSS DEFAULT:

39.   If the term of any lease, other than this Lease, made by TENANT for any
      other space in the Property, shall be terminated or terminable after the
      making of this Lease because of any default by TENANT under such other
      lease, such default shall ipso facto constitute a default hereunder and
      empower LANDLORD'S sole option to terminate this Lease as herein provided
      in the event of default.

INVALIDITY OF PROVISION:

40    If any term, provision, covenant or condition 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, provision, covenant or conditions to persons or

                                       19
<PAGE>

      circumstances other than those as to which it is held invalid or
      unenforceable shall not be affected thereby and each term, provision,
      covenant or condition of this Lease shall be valid and be enforceable to
      the fullest extent permitted by law. This Lease shall be construed in
      accordance with the laws of the State of Florida.

TIME OF ESSENCE:

41.   It is understood and agreed between the parties hereto that time is of the
      essence of all the terms, provisions, covenants and conditions of this
      Lease.

MISCELLANEOUS:

42.   The terms LANDLORD and TENANT as herein contained shall include singular
      and/or plural, masculine, feminine and/or neuter, heirs, successors,
      executors, administrators, personal representatives and/or assigns
      wherever the context so requires or admits. The terms, provisions,
      covenants and conditions of this Lease are expressed in the total language
      of this Lease and the paragraph headings are solely for the convenience of
      the reader and are not intended to be all-inclusive. Any formally executed
      addendum to or modification of this Lease shall be expressly deemed
      incorporated by reference herein unless a contrary intention is clearly
      stated therein.

EFFECTIVE DATE:

43.   Submission of this instrument for examination does not constitute an
      offer, right of first refusal, reservation of or option for the Leased
      Premises or any other space or premises in, on or about the Property. This
      instrument becomes effective as a Lease upon execution and delivery by
      both LANDLORD and TENANT.

ENTIRE AGREEMENT:

44.   This Lease contains the entire agreement between the parties hereto and
      all previous negotiations leading thereto, and it may be modified only by
      an agreement in writing signed by LANDLORD and TENANT. No surrender of the
      Leased Premises, or of the remainder of the terms of this Lease, shall be
      valid unless accepted by LANDLORD in writing. TENANT acknowledges and
      agrees that TENANT has not relied upon any statement, representation,
      prior written or contemporaneous oral promises, agreements or warranties
      except such as are expressed herein.

BROKERAGE:

45.   TENANT represents and warrants that it has dealt with no broker, agent or
      other person in connection with this transaction and that no broker, agent
      or other person brought about this transaction, other than HALLIDAY GROUP
      REALTY ADVISORS, INC., and NONE (if the foregoing blank has not been
      completed, the word "None" shall be deemed to have been typed therein) and
      TENANT agrees to indemnify and hold harmless from and against any claims
      by any other broker, agent or other person claiming a commission or other
      form of compensation by virtue of having dealt with TENANT with regard to
      this leasing transaction. The provisions of this paragraph shall survive
      the termination of this Lease.

FORCE MAJEURE:

46:   LANDLORD shall not be required to perform any term, condition, or covenant
      in this Lease so long as such performance is delayed or prevented by force
      majeure, which shall mean acts of God, labor disputes (whether lawful or
      not) materials or labor shortages, restrictions by any governmental
      authority, civil riots, floods and any other cause not reasonable within
      the control of LANDLORD and which by the exercise of due diligence
      LANDLORD is unable, wholly or in part, to prevent or overcome. Lack of
      money shall not be deemed force majeure. Notwithstanding the provisions of
      this section, the TENANT is not relieved from the duty to pay Base Rent
      and Additional Rents due under the Lease.

                                       20
<PAGE>

TENANT INSURANCE REQUIRED:

47.   The TENANT, at its sole expense shall be required to obtain and have in
      full force and effect, Leased Premises liability insurance in the amount
      of Two Million Dollars ($2,000,000.00) general aggregate, including plate
      glass insurance, for the Leased Premises from an insurance carrier
      providing insurance coverage to have Best's rating of AX or better. TENANT
      shall list the LANDLORD as an additional insured on said policy. TENANT
      shall furnish LANDLORD a Certificate of Insurance prior to occupancy and
      upon demand of the LANDLORD at any time during the Term of the Lease.
      TENANT, at its sole expense, shall also be required to carry business
      interruption insurance with respect to the Leased Premises. Upon demand
      from LANDLORD, TENANT shall be required to furnish proof of said insurance
      to LANDLORD. If TENANT fails to keep said insurance policy in effect
      during the Term of the Lease, it is deemed a default by TENANT and
      LANDLORD, at its sole option, may demand the remaining Rents due in full,
      cancel said Lease with TENANT responsible for any amounts remaining unpaid
      or payable in the future, or exercise any option available to it in law
      and/or equity. Notwithstanding the provisions of this paragraph, if TENANT
      fails to obtain, maintain, and pay for insurance as provided in this
      section, LANDLORD may, at its option, have these policies issued and pay
      the premiums on the same. The amount of these premiums shall become due
      from TENANT as Rents on the first of the month following the payments by
      the LANDLORD. These remedies shall be cumulative and not mutually
      exclusive.

ENVIRONMENTAL PROHIBITIONS:

48.   TENANT shall not cause or permit to occur: (a) Any violations of any
      federal, state, or local law, ordinance, or regulation now or later
      enacted, related to environmental conditions on, under, or about the
      Leased Premises, or arising from TENANT'S use or occupancy of the Leased
      Premises, including, but not limited to, soil and ground water conditions;
      or (b) The use, generation, release, manufacture, refining, production,
      processing, storage, or disposal of any hazardous substance.

ENVIRONMENTAL COMPLIANCE:

49.   (a)   TENANT shall, at TENANT'S expense, comply with all laws, regulations
            and ordinances regulating the use, generation, storage,
            transportation, or disposal of hazardous substances relating to the
            Leased Premises.

      (b)   TENANT shall, at TENANT'S expense, make all submissions to, provide
            all information required by, and comply with all requirements of all
            governmental authorities under all federal, state and/or local laws
            or ordinances or regulations now or later enacted, relating to
            hazardous materials.

      (c)   If any authority or any third party demands that a clean-up plan be
            prepared and that a clean-up be undertaken because of any deposit,
            spill, discharge, or other release of hazardous substances that
            occurs during the Term of the Lease, at or from the Leased Premises,
            or which arises at any time from TENANT'S use or occupancy of the
            Leased Premises, then TENANT shall, at TENANT'S expense, prepare and
            submit the required plans and all related bonds and other financial
            assurances; and TENANT shall carry out all work required by such
            clean-up plans.

      (d)   TENANT shall promptly provide all information regarding the use,
            generation, storage, transportation or disposal of hazardous
            substances that is requested by LANDLORD. If TENANT fails to fulfill
            any duty imposed under this section within reasonable time, LANDLORD
            may do so and in such case, TENANT shall cooperate with LANDLORD in
            order to prepare all documents deemed necessary or appropriate to
            determine the applicability of the laws to the Leased Premises and
            TENANT'S use of them, and for compliance with the laws and
            ordinances, and TENANT shall execute all documents promptly upon
            LANDLORD'S request. No such action by LANDLORD and no attempt made
            by LANDLORD to mitigate damages under any law shall constitute a
            waiver of any of TENANT'S obligations under this section.

      (e)   TENANT'S obligations under this section shall survive the expiration
            or termination of this Lease.

                                       21
<PAGE>

RADON DISCLOSURE:

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

RECORDAT1ON OF LEASE:

51.   TENANT shall not record this Lease or any part hereof. Upon recordation,
      same shall be, at the sole option of the LANDLORD, a default and material
      breach of the Lease and LANDLORD may exercise any options and remedies
      available to it as provided in the Lease and/or it may seek remedies
      available to it in law and/or equity.

REPRESENTATION:

52.   The parties represent that each has freely and voluntarily entered into
      this Lease and agree to be fully bound hereby.

TRIAL BY JURY:

53.   IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT THE
      RESPECTIVE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN
      ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
      HERETO AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY
      CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, AND
      TENANT'S USE OR OCCUPANCY OF THE LEASED PREMISES. TENANT FURTHER AGREES
      THAT IT SHALL NOT INTERPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS IN A SUMMARY
      PROCEEDING OR IN ANY ACTION BASED UPON NON-PAYMENT OF RENT OR ANY OTHER
      PAYMENT REQUIRED OF TENANT HEREUNDER.

IN WITNESS WHEREOF, the parties hereto, have signed, sealed and delivered this
Lease in quadruplicate at Broward County, Florida, on the date and year first
written above.

                                  LANDLORD: SHERIDAN PROFESSIONAL CENTRE,
                                            L.L.L.P., A FLORIDA LIMITED
                                            LTD., LIABILITY LIMITED PARTNERSHIP

WITNESSES:                        BY:       SHERIDAN PROFESSIONAL CENTRE,
                                            INC., ITS GENERAL PARTNER

/s/ Tim Davey                               /s/ John C Halliday
------------------------------              ------------------------------------
Tim Davey                                   John C Halliday III
                                  TITLE:    Vice President
/s/ Earlene Thurston
------------------------------    TENANT:   NORTH POINTE FINANCIAL SERVICES,
Earlene Thurston                            INC., A MICHIGAN CORPORATION

WITNESSES:
                                  BY:       /s/ B. Matthew Petcoff
/s/ Rochelle Kaplan                        ------------------------------------
------------------------------    TITLE:    Executive Vice President & COO
Rochelle Kaplan

/s/ Rose Detzler
------------------------------
Rose Detzler


                                       22
<PAGE>

                          SHERIDAN PROFESSIONAL CENTRE
                             RULES AND REGULATIONS

The following Rules and Regulations, hereby accepted by TENANT, are prescribed
by LANDLORD to enable LANDLORD to provide, maintain, and operate, to the best of
LANDLORD'S ability, orderly, clean and desirable Leased Premises, Building and
Property for the tenants therein at as economical a cost as reasonably possible,
and to regulate conduct in and use of said Leased Premises, Building and
Property in such manner as to minimize interference by others in the proper use
of same by TENANT.

1.    TENANT, its officers, agents, servants and/or employees shall not block or
      obstruct any of the entries, passages, doors, hallways or other common
      areas of Property or parking areas, or place, empty or throw any rubbish,
      litter, trash or material of any nature into such areas, or permit such
      areas to be used at any time except for ingress or egress of TENANT, its
      officers, agents, servants, employees, patrons, licensees, customers,
      visitors and/or invitees.

2.    The movement of furniture, equipment, machines, merchandise or materials
      within, into or out of the Leased Premises, Property, or parking areas
      shall be restricted to time, method and routing of movement as determined
      by LANDLORD upon request from TENANT and TENANT shall assume all liability
      and risk to property, Leased Premises, and Property in such movement.
      TENANT shall not move furniture, equipment, machines, merchandise or
      materials within, into or out of Leased Premises, Property, or parking
      areas without having first obtained written consent from LANDLORD
      twenty-four (24) hours in advance.

3.    No sign, door plaque, advertisement or notice shall be displayed, painted
      or affixed by TENANT, its officers, agents, servants, employees, patrons,
      licensees, customers, visitors and/or invitees in or on any part of the
      outside or inside of the Leased Premises, Property, or parking areas
      without prior written consent of LANDLORD and then only of such color,
      size, character, style and materials and in such places as shall be
      approved and designated in writing by LANDLORD. Signs on doors and/or
      entrances to Leased Premises shall be placed thereon by a contractor
      designated by LANDLORD and paid for by TENANT.

4.    LANDLORD will not be responsible for lost or stolen property, equipment,
      money or any article taken from Leased Premises, Property, or parking
      areas regardless of how or when loss occurs.

5.    No additional locks shall be placed on any door or changes made to
      existing locks in the Leased Premises or Building without the prior
      written consent of LANDLORD. LANDLORD will furnish two keys to each lock
      on doors in the Leased Premises and LANDLORD, upon request of TENANT shall
      provide additional duplicate keys at TENANT'S expense. LANDLORD may at all
      times keep a pass key to the Leased Premises. All keys shall be returned
      to LANDLORD promptly upon termination of this Lease.

6.    TENANT, its officers, agents, servants and/or employees shall do no
      painting or decorating in Leased Premises or Building, or mark, paint or
      cut into, drive nails or screw into or in any way deface any part of
      Leased Premises or Building without the prior written consent of LANDLORD.
      If TENANT desires signal, communication, alarm or other utility or service
      connection to be installed or changed, such work shall be done at expense
      of TENANT with the approval and under the direction of the LANDLORD.

7.    LANDLORD reserves the right to close the parking areas between the hours
      of 9:00 P.M. and 7:00 A.M., subject, however, to TENANT'S right to
      admittance under regulations prescribed by LANDLORD and to require the
      persons entering the parking area to identify themselves and establish
      their right to enter or to leave parking area.

8.    TENANT, its officers, agents, servants and/or employees shall not permit
      the operation of any musical or sound-producing instruments or device that
      may be heard outside Leased Premises, Building or Property, or which may
      emanate electrical waves that will impair radio or television broadcasting
      or reception from or in the Property.

9.    TENANT, its officers, agents, servants and/or employees shall, before
      Leased

                                       23
<PAGE>

      Premises unattended, close and lock all doors and shut off all utilities;
      damage resulting from failure to do so shall be paid by TENANT.

10.   All plate and other glass now in Leased Premises or Building which is
      broken through cause attributable to TENANT, its officers, agents,
      servants, employees, patrons, licensees, customers, visitors, and/or
      invitees shall be replaced by and at expense of TENANT under the direction
      of LANDLORD.

11.   TENANT shall give LANDLORD prompt notice of all accidents to or defects in
      air conditioning equipment, plumbing, electrical facilities or any part of
      appurtenance of Leased Premises.

12.   The plumbing facilities shall not be used for any other purpose than that
      for which they are constructed, and no foreign objects or substances of
      any kind shall be thrown therein, and the expense of any breakage,
      stoppage or damage resulting from a violation of this provision shall be
      borne by TENANT, who shall, or whose officers, employees, agents,
      servants, patrons, customers, licensees, visitors and/or invitees shall
      have caused it.

13.   All contractors and/or technicians performing work for TENANT within the
      Leased Premises, Building or Property shall be referred to LANDLORD for
      approval before performing such work. This shall apply to all work
      including, but not limited to, installation of telephones, telegraph
      equipment, electrical devices and attachments, and all installations
      affecting floors, walls, windows, doors, ceilings, equipment or any other
      physical feature of the Leased Premises, Property, or parking areas. None
      of this work shall be done by TENANT without LANDLORD'S prior written
      approval.

14.   No showcases or other articles shall be put in front of or affixed to any
      part of the exterior of the Building or Property, nor placed in corridors
      without the prior written consent of the LANDLORD.

15.   Canvassing, soliciting and peddling in the Property or parking areas is
      prohibited and each TENANT shall cooperate to prevent the same. In this
      respect, TENANT shall promptly report such activities to the Property
      Manager's office whose address appears in paragraph 3 of the Lease.

16.   There shall not be used in any space or in the public halls of the
      Building, either by any TENANT or by jobbers or others, in the delivery or
      receipt of merchandise, any hand trucks, except those equipped with rubber
      tires and side guards.

17.   The work of the LANDLORD'S janitors or cleaning personnel shall not be
      hindered by TENANT. The windows, doors, and fixtures may be cleaned at
      anytime.

18.   In the event TENANT must dispose of crates, boxes, etc., TENANT shall not
      set such items in the corridors or other areas of Building or Property for
      disposal. TENANT shall be responsible for disposal of same.

19.   Tenants are cautioned in purchasing furniture and equipment that the size
      is limited to such as can pass through the doors of the Leased Premises.
      Large pieces should be made in parts and set-up in the Leased Premises.
      LANDLORD reserves the right to refuse to allow to be placed in the
      Property any furniture or equipment of any description which does not
      comply with the above conditions.

20.   TENANT will be responsible for any damage to the Leased Premises,
      including carpeting and flooring, as a result of rust or corrosion of file
      cabinets, roller chairs, metal objects or spills of any type of liquid.

21.   If the Leased Premises demised to any tenant become infested with vermin,
      such tenant, at its sole cost and expense, shall cause its leased premises
      to be exterminated from time to time, to the satisfaction of LANDLORD, and
      shall employ such exterminators therefore as stall be approved by
      LANDLORD.

                                       24
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22.   TENANT shall not install any antenna or aerial wires, or radio or
      television equipment, or any other type of equipment, inside or outside of
      the Building, without LANDLORD'S prior written consent, and upon such
      terms and conditions as may be specified by LANDLORD in each and every
      instance.

23.   TENANT shall not advertise the business, profession or activities of
      TENANT in any manner which violates the letter or spirit of any code of
      ethics adopted by any recognized association or organization pertaining
      thereto, or use the name of the Property for any purpose other than that
      of the business address of TENANT or use any letterhead, envelopes,
      circulars, notices, advertisements, containers or wrapping material,
      without LANDLORD'S express consent in writing.

24.   TENANT, its officers, agents, employees, servants, patrons, customers,
      licensees, invitees and/or visitors shall not solicit business in the
      Property's parking areas or common areas, nor shall TENANT distribute any
      handbills or other advertising matter on automobiles parked in the
      Property's parking areas.

25.   TENANT shall not conduct its business in such manner as to create any
      nuisance or interfere with, annoy or disturb any other tenant in the
      Building, Property, or LANDLORD in its operation of the Building or
      Property or commit waste or suffer or permit waste to be committed in the
      Leased Premises, Building or Property. In addition, TENANT shall not allow
      its officers, agents, employees, servants, patrons, customers, licensees
      and/or visitors to conduct themselves in such manner as to create any
      nuisance or interfere with, annoy or disturb any other tenant in the
      Building or Property or LANDLORD in its operation of the Property or
      commit waste or suffer or permit waste to be committed in the Leased
      Premises, Building, or Property.

26.   TENANT, its officers, agents, servants and/or employees shall not install
      or operate any refrigerating, heating or air conditioning apparatus or
      carry on any mechanical operation or bring into Leased Premises, Building,
      or Property any inflammable fluids or explosives without written consent
      of LANDLORD.

27.   TENANT, its officers, agents, servants and/or employees shall not use
      Leased Premises, Building, or Property for housing, lodging, or sleeping
      purposes or for the cooking or preparation of food without the prior
      written consent of the LANDLORD.

28.   TENANT, its officers, agents, servants, employees, patrons, licensees,
      customers, visitors and/or invitees shall not bring into the Lease
      Premises, Building or Property or keep in the Leased Premises any fish,
      fowl, reptile, insect, or animal or any bicycle or other vehicle without
      the prior written consent of LANDLORD, wheel chairs and baby carriages
      excepted.

29.   Neither TENANT nor any officer, agent, employee, servant, patron,
      customer, visitor, licensee or invitee of any TENANT shall go upon the
      roof of the Building without the written consent of the LANDLORD.

30.   TENANT'S employing laborers or others outside of the Property shall not
      have their employees paid in the Leased Premises, Building or Property,
      but shall arrange to have their payrolls elsewhere.

                                       25
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                                  [SITE PLAN]

                                   EXHIBIT A

                                       26
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                                  [FLOOR PLAN]

                                   EXHIBIT B

                                       27