ADDENDUM TO LEASE AGREEMENT





This Addendum to Lease  Agreement is made this 23rd day of  September,  1996, to
that  certain  Agreement  of  Lease,  dated the 22nd day of July,  1996,  by and
between Tampa 1 Associates,  Ltd., a Florida  corporation,  (the "Landlord") and
Affinity Entertainment,  Inc., a Florida corporation,  (the "Tenant") for office
space commonly known as Palm Lake Phase I (the "Lease").

WHEREAS,  Tenant  wished  to extend  the  commencement  date of the  Lease  from
September 1, 1996 to October 1, 1996;

WHEREAS,  Landlord is willing to extend the commencement of the Lease to October
1, 1996; and

WHEREAS,  the parties wish to reduce  their  agreement  concerning  the Lease to
writing.

NOW THEREFORE, in consideration of the foregoing premises and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by the parties, the parties hereby agree as follows:

     1.  The  above  and  foregoing  recitals  are  true  and  correct  and  are
incorporated herein by reference.

     2.  The  commencement  date  under the Lease is  hereby  extended  to begin
October 1, 1996.

     3.  The Lease shall  remain in full force and effect,  except as  otherwise
modified in this Addendum. In the event of any

conflict  between this Addendum and the Lease,  the  provisions of this Addendum
shall control.


      IN WITNESS  WHEREOF,  Landlord and Tenant have  executed this Lease on the
execution date shown below their respective signature.



   WITNESSES:                                      LANDLORD:

                                                   TAMPA 1 ASSOCIATES, LTD.

                                              By:  SONGY PARTNERS LIMITED
                                                 -------------------------------
                                              Its: General Partner

                                              By:  SPL FLORIDA, INC.
                                                 -------------------------------
                                              Its: General Partner

/s/ Sondra J. Sobal                           By:  /s/ David B. Songy
---------------------------                      -------------------------------

                                              Its:  President
---------------------------                       ------------------------------



Executed by Landlord on the 27 day of September, 199___.



WITNESSES:                                          TENANT:

                                                    AFFINITY ENTERTAINMENT, INC.

/s/ C. Sue McCammon                           By: /s/ William J. Busso        
---------------------------                      -------------------------------
                                                                                
                                              Its:  President                   
---------------------------                       ------------------------------



Executed by Landlord on the 23rd day of September, 199___.

<PAGE>

                                LEASE AGREEMENT





         THIS  LEASE  made this 22 day of July , 1996 , by and  between  TAMPA I
ASSOCIATES,LTD.,   a  Florida  limited  partnership   ("Landlord"  and  AFFINITY
ENTERTAINMENT, INC., a Delaware corporation (Tenant ).



                                   WITNESSETH:



                                    ARTICLE I
                                 Demise and Use
                                 --------------



         l.1 Upon the terms and conditions  hereinafter set forth, Landlord does
hereby  demise and lease to Tenant,  and Tenant  does  hereby hire and take from
Landlord, the premises as described in Exhibit A attached hereto and made a part
hereof, consisting of approximately 5,674 rentable square feet on the 3rd Floor,
Suite 370, in the Building  (hereinafter  defined) erected on land  (hereinafter
referred  to as  the  "Land")  located  in the  City  of  Tampa  and  County  of
Hillsborough,  State of Florida,  the Land being more particularly  described in
Exhibit B attached  hereto and made a part hereof.  No easement for light or air
is included in the Demised Premises.

         1.2 Except as  otherwise  expressly  provided  in this  Lease,  all the
outside  walls of the Demised  Premises (as  hereinafter  defined) are expressly
reserved to Landlord,  and access to any space in the Demised  Premises used for
shafts, stacks, pipes, conduits, ducts, electricity or other utilities, sinks or
other building facilities, and the use thereof as well as access thereto through
the Demised Premises for the purpose of operation,  maintenance,  decoration and
repair,  shall be made available to Landlord in a manner consistent with Article
XIX, below.

         1.3 Tenant may use the  Demised  Premises  for its  offices and for the
conduct of general  business  activities,  which  uses shall be  consistent  and
compatible with the general occupancy and character of the Building,  and for no
other purpose.

         1.4  Nothing in this Lease  shall be deemed to  constitute  Tenant as a
partner or an associate in business with Landlord, or responsible in any way for
the  business of Landlord.  Tenant shall have no control over or  responsibility
for employees of Landlord.



                                   ARTICLE II
                                   Definitions
                                   -----------


         2.1 The following terms shall, for all purposes of this Lease, have the
meanings herein specified unless the context  otherwise  requires.  This Article
shall not be construed  to limit the general  applicability  of terms  elsewhere
defined in this Lease.

         2.2 "Additional Rents" shall mean those amounts, other than Annual Base
Rental as set forth in Section 5.1 of this Lease,  payable by Tenant to Landlord
in connection  with this Lease,  including but not limited to Operating  Expense
Differential  pursuant to Section 6. 1, cost of alterations  pursuant to Section
8. 10, cost of  electricity  pursuant to Article  XVIII,  cost of  extraordinary
services  pursuant to Article XXII,  and any other amounts  payable by Tenant to
Landlord pursuant to the terms hereof.

         2.3 "Building"  shall mean the office  building  consisting of not less
than three (3) stories  including  ground floor,  parking garage,  and all other
improvements erected by Landlord at Landlord's expense, and located on the Land.


         2.4 "Commencement Date" shall mean SEPTEMBER 1, 1996.

         2.5 "Demised  Premises" shall mean the space described in Exhibit A and
referred to in Section 1.1 of this Lease.

         2.6 "Security  Deposit"  means the sum of SEVEN  THOUSAND EIGHT HUNDRED
ONE and 75/100 DOLLARS  ($7,801.75) to be deposited with Landlord at the time of
execution hereof.

<PAGE>
                                                                               2

         2.7 "Holidays"  shall mean those days  celebrated each calendar year as
New Year's Day, Memorial Day,  Independence Day, Labor Day, Thanksgiving Day and
Christmas Day, or other national legal holidays.

         2.8 "Lease" shall mean this instrument.

         2.9  "Normal  Business  Hours"  shall mean from 8:00 a.m.  to 6:00 p.m.
weekdays and 8:00 a.m. to 1:00 p.m. Saturdays (Sundays and Holidays excepted).

         2.10  "Rentable  Area of Tenant"  shall mean the total number of square
feet of rentable area of the Demised Premises, which Demised Premises are as set
forth in Exhibit A hereto.

         2.11 "Rentable Area of Building"  shall mean the total number of square
feet of rentable area on all floors of the Building measured.

         2.12 "Land" shall mean that area described in Exhibit B and referred to
in Section 1. 1 of this Lease.

         2.13 "Term" shall mean the period described in Section 3. 1.


                                   ARTICLE III
                                      Term
                                      ----
                              

         3.1 The Term of this Lease shall be THREE (3) years  commencing  on the
Commencement Date and ending, unless sooner terminated,  at Midnight on the last
day of the last full calendar month thereafter,  Promptly after the Commencement
Date,  Landlord  and  Tenant  will  execute  an  agreement  in  recordable  form
(hereinafter  referred to as the "Commencement Date Agreement")  stating,  among
other things, the commencement and expiration dates of this Lease and the Annual
Base Rent.


                                   ARTICLE IV
                              INTENTIONALLY OMITTED
                              ---------------------


                                    ARTICLE V
                                Annual Base Rent
                                ----------------

         5.1  Tenant  agrees  to pay to  Landlord  for  the  use of the  Demised
Premises,  from and after the  Commencement  Date, in lawful money of the United
States,  a base annual  rental  (hereinafter  "Annual  Base Rent") in the sum of
NINETY-THREE THOUSAND SIX HUNDRED TWENTY-ONE And 00/100 DOLLARS ($93,621.00) for
the first  Lease  year.  Thereafter  the  Annual  Base Rent  shall  increase  to
NINETY-SIX  THOUSAND,  FOUR HUNDRED FIFTY EIGHT And 00/100 DOLLARS  ($96,458.00)
for the second Lease Year and to  NINETY-NINE  THOUSAND TWO HUNDRED  NINETY-FIVE
And 00/100 DOLLARS  ($99,295.00) for the third Lease Year. Such Annual Base Rent
shall be payable in equal  monthly  installments  in advance on the first day of
each calendar month  throughout each such  respective  twelve (12) month period.
Payments of Annual Base Rent and Additional Rent shall be delinquent if not paid
to  Landlord  by  the  fifth  (5th)  day  of  any  calendar  month  ("Delinquent
Payments").  Delinquent  Payments  shall be  subject  to a late  charge  of five
percent  (5%) of such  Delinquent  Payment.  Tenant  acknowledges  that the late
charge is liquidated damages and to defray Landlord's administrative cost's. All
payments  shall be made at the office of the  Landlord or at such other place as
may, from time to time,  be  designated  by the Landlord in accordance  with the
provisions of Article XXIX and shall be made without any set off or counterclaim
whatsoever.

         5.2 If the  Commencement  Date is not on the first day of the month, or
the  Lease  termination  date is not  the  last  day of the  month,  a  prorated
installment  of Annual Base Rent and any  Additional  Rent herein  provided  for
shall be paid to  Landlord at the then  current  rate for the  fractional  month
during which the Commencement Date and/or termination date occurs.

<PAGE>
                                                                               3

         5.3 Tenant agrees to pay or cause to be paid, before  delinquency,  any
and all sales,  privilege  or rental taxes (now or  hereafter),  required by any
governmental body on all Base Rent and Additional Rent hereunder.


                                   ARTICLE VI
                               Adjustment of Rent
                               ------------------


         6.1 If, in any calendar  year or partial  calendar year during the Term
hereof, the Operating Expenses,  as hereinafter  defined, of the Building should
exceed SIX AND ONE-HALF  Dollars  ($6.50) per  rentable  square foot of Rentable
Area of Building  (such excess being  hereinafter  referred to as the "Operating
Expense  Differential"),  then,  as  Additional  Rent for that  year or  partial
calendar year,  Tenant shall pay for each square foot of Rentable Area of Tenant
an amount equal to the Operating  Expense  Differential,  all in accordance with
the terms herein.

         6.2  At  the  commencement  of  this  Lease  and  at or  prior  to  the
commencement  of any calendar year during the Term hereof,  Landlord may deliver
to Tenant a written estimate of any such Operating  Expense  Differential  (such
estimate  being  hereinafter   referred  to  as  "Estimated   Operating  Expense
Differential")  which may be due  hereunder  during the year in which this Lease
commences  and for any such  succeeding  year as the case may be,  whereupon the
monthly rental for such full or partial calendar year shall be increased by 1/12
of the amount of the Estimated Operating Expense Differential of such year.

         6.3 Statements  showing the actual  Operating  Expenses of the Building
and Tenant's  share  thereof  (hereinafter  referred to as  "Statement of Actual
Adjustment") shall be delivered by landlord to Tenant within a reasonable period
of time after the end of any calendar year in which Estimated  Operating Expense
Differential was paid by Tenant or due to Landlord under the provisions  hereof.
Within  thirty  (30)  days  after the  delivery  by  Landlord  to Tenant of such
Statement of Actual Adjustment, Tenant shall pay to Landlord the amount by which
the actual adjustment  exceeds the amount paid by Tenant as Estimated  Operating
Expense  Differential  during said previous  calendar  year,  or Landlord  shall
credit  to  Tenant  the  amount  by  which  the  Estimated   Operating   Expense
Differential exceeded the Statement of Actual Adjustment.

         6.4 The  computations  set  forth  in this  Article  shall be made on a
calendar  year  basis,  except if this Lease  commences  on a day other than the
first day of a calendar year or terminates on a day other than the last day of a
calendar year, in which event the computations shall be made on the basis of the
proportion  that the  number  of days that  this  Lease  was in effect  for such
calendar year bears to 365.

         6.5 For the purpose of this Lease,  Operating  Expenses  shall mean any
and all  costs  paid or  incurred  in a  calendar  year in  connection  with the
operation,  servicing,  maintenance  and repair of the  Building  determined  in
accordance with generally accepted accounting  principles  consistently  applied
(on an accrual basis) which shall include, but not be limited to, the following:



         (a) All real estate taxes,  assessments,  governmental  levies,  county
taxes or any other governmental charge ordinary or extraordinary,  unforeseen as
well as foreseen,  of any kind or nature whatsoever which are or may be assessed
or imposed  upon the Building or Land under the laws of the United  States,  the
State of  Florida,  the County of  Hillsborough,  the City of Tampa or any other
political subdivision of any of the same as a substitute in whole or in part for
taxes payable or  hereinafter  imposed on the Land or Building or resulting from
or due to any change in method of taxation, or reappraisal or revaluation due to
or  resulting  from any sale or  refinancing  of the  Building  or any  interest
therein,  but  excluding  any income,  franchise  excise,  corporation,  estate,
inheritance, succession, capital stock or transfer tax levied on Landlord to the
extent that it is not a substitute in whole or in part for real estate taxes.

         (b) Compensation provided in the form of wages, salaries and such other
compensation and benefits (including insurance,  welfare, retirement,  vacation,
holiday, sick pay and other fringe benefits), as well as any adjustment thereto,
for the  following  classes of  employees,  employees  of  agents,  or agents of
Landlord  performing  services  rendered  in  connection  with  the  management,
operation and maintenance of the building:

         (i) property manager of the Building;

<PAGE>

                                                                               4

         (ii)  clerical and accounting staff;

         (iii) window cleaners,  porters, janitors,  cleaners, dusters, sidewalk
               shovelers, and miscellaneous handymen;

         (iv)  watchmen,   gardeners,   caretakers,   and  persons   engaged  in
               patrolling and protecting the Building;

         (v)   engineers, firemen, mechanics, electricians, plumbers and persons
               engaged in the  operating  and  maintenance  of the heating,  air
               conditioning,  ventilating,  plumbing,  electrical  and  elevator
               systems of the.Building; and

         (vi)  carpenters,  plasterers,  painters,  and other persons engaged in
               connection with the management,  operation and maintenance of the
               Building.



         (c) The uniforms of employees  specified in  subdivision  (b) above and
the cleaning, pressing and replacement thereof.

         (d) Payroll taxes,  including  federal and state  employment  taxes and
social  security  taxes and any other such  taxes that may exist or be  created,
payable in connection  with the employment of any of the employees  specified in
subdivision (b) above.

         (e) Premiums and other charges incurred by Landlord with respect to the
following  insurance on employees specified in subdivision (b) above, and on the
Building and if Landlord elects to self-insure some or all of the risks as would
normally be covered by a reasonably  prudent  operator,  an amount  deemed to be
equal to the  amount  which  would  have been  incurred  if  insurance  had been
purchased;

         (i)   fire, extended coverage, and special extended coverage, including
               windstorm,  hail,  explosion,  riot,  rioting attending a strike,
               civil commotion, aircraft, vehicle and smoke, and all risk;

         (ii)  landslide,  subsidence or other earth  movement,  flood,  surface
               water, waves, tidal water or tidal waves, and overflow of streams
               or other bodies of water or spray from any of the foregoing,  all
               whether   driven  by  wind  or  not,  or  whether  caused  by  or
               attributable to earthquake,  landslide, subsidence or other earth
               movement;

         (iii) public liability;

         (iv)  elevators;

         (v)   boiler damage,  sprinkler leakage, water damage, legal liability,
               and pilferage on Building equipment and materials;

         (vi)  worker's  compensation for the employees specified in subdivision
               (b) above;

         (vii) health,   accident,   disability  and  group  life  on  employees
               enumerated in subdivision (b)above as therein qualified; and

         (viii)other  insurance  which  a  reasonably   prudent  operator  of  a
               first-class  office  building  would carry or which the holder of
               any  mortgage  affecting  the  Building or the  Building and Land
               might require to be carried under the terms of such mortgage.

         (f) Costs, premiums, or penalties incurred for electricity, steam, gas,
water or other  utilities or fuels required in connection with the operation and
maintenance  of the  Building,  including  electricity  furnished by Landlord to
tenants of the Building pursuant to Section 18.1

         (g) Water and sewer charges.

         (h) Repairs or maintenance of the Building and the Land and the cost of
supplies, tools, material and equipment used in connection therewith.

         (i) Replacements of tools and equipment.

         (j) Charges of any independent  contractor  incurred in connection with
operating, maintaining or repairing the Building and it appurtenances, including
but not limited to inspection  and servicing of elevator,  electrical,  plumbing
and mechanical equipment; and the furnishing of cleaning and janitorial services
and  cost of  materials,  tools,  supplies  and  equipment  used  in  connection
therewith.

         (k) Sales,  use and excise  taxes on goods and  services  purchased  or
provided by

<PAGE>


                                                                               5

Landlord  or an agent  thereof to properly  manage,  operate  and  maintain  the
Building.

         (l) Taxes  levied  against  and paid by  Landlord  on rents  collected,
excepting  taxes  levied  and paid  under the  provisions  of (a) above or taxes
otherwise  an  obligation  of and to be paid by Tenant  pursuant  to Section 5.4
hereof.

         (m) Taxes  levied  against and paid by  Landlord  on  Tenant's  Work or
personal  property  of Tenant  located  in the  Demised  Premises  to the extent
landlord has not otherwise  paid for the same under the  provisions of (a) above
or Tenant has not directly paid for the same pursuant to Section 8.14.

         (n) Vault or tunnel taxes, permits or rentals.

         (o) License, permit and inspection fees.

         (p) Auditor's fees for public accounting.

         (q) Legal fees of outside or special  counsel  retained  by Landlord in
connection  with  proceedings  for the  reduction  of real estate  taxes,  labor
relations,  or other  matters  to the  extend  that the same shall be of general
benefit to all tenants in the Building.

         (r) Cost of  telephone,  telegraph,  postage,  stationery  supplies and
other materials required for routine operation of the property manager's office.

         (s) Cost of visitor  parking  spaces  made  available  by  Landlord  to
customers,  visitors,  invitees,  etc. of building tenants at a rate per parking
space so made  available  equal to that monthly rental rate then being quoted to
Building tenants for parking spaces therein.

         (t) Association dues and subscriptions.

         (u) Any and all management and other fees relating to the operation and
continued occupancy of the Building.

         (v) Rest room keys, security passes, directory strips, control cards.

         (w)  Amortization of capital  improvements  which will improve Building
operating  efficiencies  or which may be required by  governmental  authorities,
with  interest at the rate of one percent (1%) per annum in addition to the then
prime  interest  rate as charged and defined by Chemical Bank of New York on the
unamortized amount.

         (x) Such other expenses and costs of any nature whatsoever,  whether or
not herein  mentioned,  which would be construed  as an  operating  expense by a
reasonably  prudent operator and in accordance with sound real estate management
practices.

         6.6  Notwithstanding  anything  contained in this  Article,  no expense
incurred for the following shall be included in Operating Expenses:

         (a) Any repairs to the Building  including the Demised  Premises  where
the occurrence causing the damage or loss necessitating  repair is reimbursed by
insurance carried by Landlord, or would be reimbursed by insurance as would have
normally been carried by a reasonably prudent operator and for which a charge is
includable under the provisions specified in item (e) above.

         (b) Renovating  space for new tenants or in renovating space vacated by
any tenant.

         (c) Income,  capital  stock,  estate or  inheritance  taxes  payable by
Landlord  provided  the same shall no have been levied as a  substituted  for or
supplement to real property taxes.

         (d) Cost of  utilities  charged to and  payable by  tenants,  including
excess  electricity  pursuant to Section  18.2,  and any  portion of  Landlord's
payroll, material and contract costs of the other services charged to tenants.

         (e) Costs incurred by Landlord for tenant's alterations.

<PAGE>

                                                                               6

         (f) Cost of painting and decorating the premises of other tenants.



         (g) Depreciation of the Building.



         (h) Cost of capital improvements (except as set forth in Section 6.5(w)
             above).

         (i) Interest  on debt  or  amortization  payments  on any  mortgage  or
             mortgages (except as set forth in Section 6.5(w) above).



         (j) Ad Valorem or other Taxes on Tenant's Work and personal property of
             Tenant within the Demised Premises,  to the extent the same has not
             been paid by Landlord pursuant to Section 6.5(a), or Tenant has not
             directly paid for the same pursuant to Section 8.14.

         (k) Any cost of expense of any nature  whatsoever  which Landlord shall
             incur in  connection  with the  operation of the Building  which is
             specifically  reimbursed to the Landlord  from any source,  charged
             directly to the tenant on whose  behalf it is incurred  (whether or
             not the same  shall  finally  be paid),  or for which  Landlord  is
             otherwise  compensated  or recoups  such expense by way of set off,
             reduction of recovery allowed, or otherwise.


         6.7 If at any time during the term of this Lease the  occupancy  of the
Building is less than one hundred  percent (100%) of its capacity,  then for the
purposes of this  Article,  the Operating  Expenses per rentable  square foot of
Rentable Area of the Building shall  nevertheless be computed as if the Building
were one hundred percent (100%) occupied.

         6.8 The  obligations  of Landlord and Tenant  under this Article  shall
survive the expiration or other termination of this Lease.

         6.9 All costs and  expenses  which  Tenant  assumes or agrees to pay to
Landlord  pursuant  to  this  Lease,   including   Estimated  Operating  Expense
Differential   pending   computation  of  the  Statement  of  Actual  Adjustment
applicable  thereto,  shall be  deemed  Additional  Rent,  and,  in the event of
nonpayment,  Landlord shall have all rights and remedies  herein provided for in
case of nonpayment of rent.

         6.10 In no event will the Annual Base Rent be reduced  below the amount
in Article V as a result of any adjustments pursuant to this Article.

         6.11  Notwithstanding  anything  contained  in  this  Article  VI,  any
increase in Operating  Expenses resulting from a change in policy or practice in
operation of the Building  shall be included in Operating  Expenses only if such
change in policy or practice  is one which would have been made by a  reasonably
prudent operator of a comparable first-class office building.

         6.12  Notwithstanding  anything  contained in this  Article VI,  Tenant
shall not be responsible for any cumulative increase in "Controllable  Operating
Expenses"  (as  hereinafter  defined) in excess of ten percent  (10%) each Lease
year as compared to the same Controllable Operating Expenses for the prior Lease
year. As used herein the Controllable Operating Expenses shall be limited to the
following only: cleaning, electrical repairs/maintenance, HVAC repairs, plumbing
repairs/maintenance, general building repairs, grounds maintenance, security and
life safety and administrative (exclusive of property manager).


                                  ARTICLE VII
                     Assignment, Mortgaging and Subletting
                     -------------------------------------

         7.1 Other than as set forth in Section  7.2,  Tenant will not,  without
prior written consent of Landlord first obtained in each case, which consent may
be arbitrarily withheld,  sell, assign, mortgage, deed in trust or transfer this
Lease or  sublet  all or part of the  Demised  Premises.  Tenant  may,  however,
without securing Landlord's  consent,  transfer this Lease or sublet the Demised
Premises  in whole or in any part to any  successor  by  consolidation,  merger,
purchase of assets or other corporate action, provided that such successor shall
have a net worth as determined in accordance with generally accepted  accounting
principles  at least  equal to the net worth  similarly  determined  for  Tenant
immediately prior to such  consolidation,  merger or the other corporate action.
Each such assignee or transferee shall assume and be

<PAGE>

                                                                               7


deemed to have  assumed  this Lease and shall be and remain  liable  jointly and
severally  with Tenant for the payment of the Annual Base Rental and  Additional
Rent and for the total  performance of all of the terms,  covenants,  conditions
and agreements herein contained on Tenant's part to be performed for the Term of
this Lease.  No assignment,  subletting or other transfer of this Lease shall in
any way relieve  Tenant from its  obligations  under this Lease.  No  assignment
shall be binding on Landlord  unless such  assignee  shall deliver to Landlord a
counterpart  of such  assignment  and an  instrument  in  recordable  form which
contains a covenant of such  assumption of  obligation by the assignee;  but the
failure or refusal of the  assignee to execute  such  instrument  of  assumption
shall not release or  discharge  the  assignee  from its  liability as set forth
above.  The consent of Landlord to an assignment  shall not include the right of
further assignment.

         7.2 Other than for  subletting  permitted  pursuant to Section 7. 1, in
the event that at any time or from time to time  during the Term of this  Lease,
Tenant  desires  to sublet all or part of the  Demised  Premises,  Tenant  shall
notify the Landlord in writing  (hereinafter  referred to as "Sublet Notice") of
the terms of the proposed  subletting  and the area so proposed to be sublet and
shall  give the  Landlord  the  option to (i)  sublet  from  Tenant  such  space
(hereinafter referred to as "Sublet Space") at a rental not to exceed the Annual
Base Rent and Additional  Rent which Tenant is required to pay to Landlord under
this Lease for the same space or (ii) in the event such  proposed  subletting is
for the balance of the Term hereof,  terminate this Lease as to that area of the
Demised  Premises so  proposed  for  subletting,  Tenant  expressly  agreeing to
execute an  amendment to this Lease so reducing  the Demised  Premises.  Nothing
herein  shall be deemed to create a  termination  of this Lease in its  entirety
unless the proposed  sublet space for which  Landlord  exercises  this option to
terminate  comprises the entire Demised Premises.  Landlord's exercise of either
such option shall be in writing  within a period  thirty (30) days after receipt
of the Sublet Notice.

         In the event Landlord  exercises the option to sublet from Tenant,  the
term of the  subletting  from the Tenant to the  Landlord  for the Sublet  Space
leased by Landlord shall be the term set forth in the Sublet Notice,  the sublet
rentals  shall be the lower of that stated in the Sublet  Notice or as set forth
in the preceding  paragraph and such subletting shall be on such other terms and
conditions as are contained in this Lease, to the extent  applicable;  provided,
however,  that  Landlord  shall be permitted  the free right of  assignment  and
sublease for said Sublet Space  notwithstanding  the  provisions of this Article
VII.

         If Landlord fails to exercise  either such option,  and Tenant fails to
complete  the  sublease  set forth in the Sublet  Notice  within sixty (60) days
after receipt of such Sublet Notice by Landlord,  Tenant shall again comply with
all the  conditions of this Article VII as if the notice and option  hereinabove
referred to had not been given and received,

         If  Landlord  fails to  exercise  such  option and Tenant  completes  a
sublease  with the party set forth in the Sublet  Notice  within such sixty (60)
day period, the sublease shall be subject to and made upon the following terms:

         (a) Any such  sublease  shall be subject to the terms of this Lease and
no term thereof may extend beyond the expiration of this Lease;

         (b) The use to be made of the Sublet  Space shall be a legal use and in
keeping with the character and tenant mix of the Building;

         (c) The  subletting  shall not violate any negative  covenant as to use
contained  in any  mortgage,  deed of trust or similar  instrument  of  security
affecting the Building;

         (d) No sublease shall be valid and no subtenant  shall take  possession
of the premises  subleased  until an executed  counterpart  of such sublease has
been delivered to the Landlord and approved  thereby as being in accordance with
the terms hereof; and

         (e) No sublessee shall have a right to further sublet or assign.

                                  ARTICLE VIII
                         Landlord's Work Tenant's Work;
                         ------------------------------
                          Tenant Allowance, Alterations
                         ------------------------------

         8.1  Within the  Demised  Premises,  Landlord  shall  provide,  for the
Tenant, the items of construction,  facilities, and equipment shown or described
in Exhibit C, attached hereto,  excluding,  however,  alterations,  deletions or
other  changes to the same  resulting  from  Tenant  Plans and  included  within
Tenant's Work as set forth hereinafter  (hereinafter  referred to as "Landlord's
Work"). Landlord agrees to

<PAGE>



                                                                               8

pay  for  the  Landlord's  Work  up to  the  amount  of the  "Tenant  Allowance"
(hereinafter  defined).  Any cost or expense  in excess of the Tenant  Allowance
shall be paid for by Tenant,  immediately  upon demand by  Landlord.  Landlord's
obligation  to perform the  Landlord's  Work shall be subject to and  contingent
upon  timely  payment  by Tenant of any cost or  expense in excess of the Tenant
Allowance.

         8.2 Tenant, at its expense, will cause to be prepared by its architects
and  engineers,  which  architects  and engineers  shall be subject to the prior
prompt reasonable approval of Landlord,  and shall submit to Landlord,  complete
working   drawings  for  tenant   improvements   within  the  Demised   Premises
(hereinafter referred to as "Tenant Plans"). Tenant Plans shall be in such form,
detail  and  quantity  as may be  required  for  the  use of  Landlord  and  the
contractor  designated  for  use of  Tenant  by  Landlord  pursuant  hereto  for
construction  purposes and permits.  Tenant Plans shall be subject to Landlord's
approval,  which approval  Landlord (i) will not unreasonably  withhold and (ii)
shall be either  granted or not granted  within ten (10)  working  days of their
submission to Landlord. If such Tenant Plans are not so approved, Landlord shall
provide Tenant a specific list of objections to said Tenant Plans at the time of
disapproval.  Failure of Tenant to submit  Tenant  Plans to Landlord in time for
Tenant to commence  construction of Tenant's Work upon notice of availability of
the Demised  Premises  for such  pursuant  to Section 2.4 hereof  shall not be a
cause for the extension of the Commencement Date.

         8.3 Tenant agrees to reimburse  Landlord for Landlord's  actual cost of
coordinating  Tenant  Plans  to  show  any  additions  to or  revisions  of  the
Landlord's Work.

         8.4 In the event that Tenant wishes to substitute its own  requirements
for  materials or  installations  different  from those  specified in Exhibit C,
Landlord  will  credit to the  Tenant's  account  the actual cost to Landlord of
Landlord's Work not installed, in stock or ordered.

         8.5 In order to  preserve  architectural  unity and  quality as well as
overall  supervision of all tenant  improvements  within the Building,  Landlord
shall  promptly  upon  receipt of Tenant  Plans,  designate a  contractor(s)  of
Landlord's choosing for the actual implementation of the work represented by the
Tenant Plans (herein  referred to as "Tenant's  Work") and Tenant shall contract
with such  contractor(s)  for  Tenant's  Work,  the  expense of which shall be a
direct  cost of Tenant in  accordance  with the terms of said  contract.  Tenant
hereby agrees that contractor(s)  chosen by Landlord are expressly  permitted to
be affiliates  or otherwise  related  parties or entities to Landlord;  provided
that the cost to Tenant  resulting  from the use of such  affiliates  or related
parties  shall not exceed such as would be expected to be charged by parties not
so  affiliated  or related.  The cost and expenses of the  contractor  chosen by
Landlord shall be offset against the Tenant Allowance.

         8.6  Landlord  and  Tenant  shall   cooperate  in  the  scheduling  and
construction  of Tenant's  Work,  and Tenant will not do anything nor fail to do
anything that will cause a delay in the  completion of the Building or that will
increase Landlord's cost of construction.

         8.7 It shall be the  responsibility  of Tenant to place firm orders for
communications  equipment and its installation with the telephone company and/or
others  so  as to  ensure  the  completion  of  Tenant's  telephones  and  other
communications  facilities  concurrent  with Tenant's Work.  Failure to have the
Tenant's communications facilities completed shall not be cause for extension of
the Commencement Date.



         8.8 Landlord  shall  provide to Tenant upon  Tenant's  execution of the
Commencement  Date Agreement as set forth in Article III hereof, an allowance up
to the amount of SEVEN  DOLLARS  $7.00 per  rentable  square foot of the Demised
Premises.  Such allowance shall be hereinafter  known as the "Tenant  Allowance"
and shall be applied  directly by Landlord as a credit  against its contract for
Landlord's Work in the Demised Premises.  Any direct or indirect cost or expense
in excess of Tenant's  allowance  incurred in connection  with the completion of
Landlord's  Work shall pay for by Tenant  immediately  upon demand by  Landlord.
Landlord's  obligation to complete Landlord's  obligation to complete Landlord's
Work shall be subject to Tenant's timely payment of such excess amounts.

         Landlord's  obligation to pay Tenant  Allowance  hereunder shall not be
deemed an obligation to pay Tenant's contractor or any other expenses Tenant may
incur in construction of its Tenant's Work. In addition,  Landlord's  payment or
failure to pay Tenant  Allowance  shall not be a cause for the  extension of the
Commencement Date.

         8.9 In addition to the Tenant's Work set forth hereinabove, Tenant may,
from time to time during the Term of this Lease, upon obtaining Landlord's prior
written  consent,   which  shall  not  be  unreasonably   withheld,   make  such
alterations, additions, substitutions and improvements to the Demised

<PAGE>

                                                                               9

Premises as Tenant may  reasonably  deem  necessary  or  desirable  to adapt the
Demised Premises or any part thereof for its purposes, provided such changes are
not structural in nature,  do not adversely affect the electrical  equipment or
installations  or the outside  appearance or strength of the Building and do not
subject  other  tenants to  interference  by noise or  vibrations  or affect the
delivery of electricity or other utility services. Tenant agrees to submit plans
to Landlord for said alterations,  additions, substitutions and improvements for
Landlord's  approval which  landlord will not  unreasonably  withhold.  Landlord
shall arrange and contract for all of such alterations, additions, substitutions
and  improvements to be made, and bill Tenant  periodically  for work completed,
such  bills to be  payable  by  Tenant to  Landlord  with five (5) days of being
billed therefor.

         8.10  All  goods,  effects,  personal  property,   business  and  trade
fixtures,  machinery  and  equipment  owned by Tenant or  installed  at Tenant's
expense,  exclusive of Tenant's Work and alterations,  additions,  substitutions
and  improvements  pursuant to Section 8.9, in the Demised Premises shall remain
the  personal  property of Tenant and may be removed by Tenant at any time,  and
from time to time, during the term of this Lease provided that any damage caused
by such  removal can be totally  repaired  and Tenant,  in removing  any of such
property,  does in fact  repair  all  damage  to the  Demised  Premises  and the
Building caused by such removal.

         8.11 Tenant's Work and all alterations,  additions,  substitutions  and
improvements  made and installed for Tenant pursuant to Section 8.9,  whether at
Tenant's or Landlord's cost,  shall be and remain  Landlord's  property,  except
Tenant's furniture,  furnishings and trade fixtures. Tenant shall be responsible
for the  maintenance  of  Tenant's  Work  and all such  alterations,  additions,
substitutions  and  improvements  pursuant to Section  8.9, and Tenant shall not
remove such  without  the  written  consent of  Landlord,  except that  Tenant's
furniture, furnishings and trade fixtures may be removed without such consent.

         8.12  All  Tenant  Plans  for  original  Tenant's  Work  and for  later
alterations,   additions,   substitutions   and  improvements   shall  meet  all
governmental codes, regulations, and ordinances applicable to the same.

         8.13 At its own expense,  Tenant shall cause to be  discharged,  within
ten (10) days of the filing  thereof,  any  mechanic's  lien filed  against  the
Demised  Premises  or the  Building  for work  claimed to have been done for, or
material  claimed to have been furnished to Tenant.  Failure to comply with this
paragraph  shall give Landlord the right to pay and  discharge  such lien by any
means,  at  Landlord's  discretion,  and apply all costs in dong so to Tenant as
Additional Rent.

         8.14 Tenant agrees to pay or cause to be paid, before delinquency,  any
and all taxes levied or assessed and which become  payable  during the Term upon
Tenant's Work or personal property of Tenant located in the Demised Premises, to
the extent  Landlord has not  otherwise  paid for the same within real estate or
similar taxes on the Building pursuant to Section 6.5(a) or directly pursuant to
Section 6.5(m).

                                   ARTICLE IX
                                Ordinary Repairs
                                ----------------


         9.1 Tenant  shall  keep the  Demised  Premises  and the  Tenant's  Work
therein in good order and  condition  and at its sole cost and expense  make all
repairs thereto caused by its  negligence,  misfeasance or malfeasance or by its
use of the Demised Premises,  or any part thereof, in a manner not customary for
general office purposes,  or which are not Landlord's obligation pursuant to any
provisions  of this Lease,  and commit no waste in the Demised  Premises or the
Building.

         9.2 Landlord shall, at its expense,  make all repairs and replacements,
structural and otherwise,  necessary or desirable in order to keep in good order
and repair the Landlord's  Work in the Building  (including the public halls and
stairways,  the  plumbing  and other  fixtures  and the  fixtures in the Demised
Premises,  excepting Tenant's trade fixtures, and all plumbing, hardware, wiring
and other equipment for the general supply of water, heat, air conditioning, gas
and  electricity,  all to the extent  included  within  Landlord's  Work) except
repairs  hereinabove  provided  to be made by  Tenant  and  repairs  to, or made
necessary  by  reason  of,  Tenant's  Work  or  other  alterations,   additions,
substitutions  or  improvements  made by Tenant.  All repairs,  restorations  or
replacements  by either  party shall be of a  first-class  quality and done in a
good workmanlike manner.

         9.3 Except as expressly  provided  otherwise in this Lease, there shall
be no allowance to Tenant or  diminution of rent and no liability on the part of
Landlord by reason of  inconvenience,  annoyance  or injury to business  arising
from  the  making  of any  repairs,  alterations,  additions,  substitutions  or
improvements in or to any portion of the Building or the Demised  Premises or in
or to the fixtures,

<PAGE>

                                                                              10

appurtenances  and  equipment  thereof  provided that in each case such repairs,
alterations,  additions,  substitutions or improvements are effected in a manner
least likely to result in  inconvenience to the Tenant and provided further that
in each  case  all work  done in  connection  with  such  repairs,  alterations,
additions,  substitutions  or  improvements  is  done  promptly  and  in a  good
workmanlike  manner.  This  provision  shall not be  construed as to require the
Landlord to do work at overtime rates. If Tenant requests that such work be done
in such a manner or on a schedule  requiring  overtime payment,  Tenant will pay
the excess of the overtime cost over ordinary rates.  Landlord agrees to use its
best  efforts  to do any work done by it in such a manner as not  materially  to
interfere with or impair Tenant's use of the Demised Premises.



                                    ARTICLE X
              Floor Load; Office Equipment; Moving Heavy Equipment
              ----------------------------------------------------

         10.1  Tenant  shall  not  place a load  upon any  floor of the  Demised
Premises  which  exceeds  the floor  load per  square  foot which such floor was
designed to carry.  Floor load is stipulated to be seventy (70)pounds per square
foot.

         10.2 Business  machines and  mechanical  equipment used by Tenant which
cause noise and/or  vibration  that may be  transmitted  to the structure of the
Building  or  to  any  rentable  space  therein  to  such  a  degree  as  to  be
objectionable  to Landlord or to any tenants in the Building shall be placed and
maintained by the Tenant,  at Tenant's  expense,  in settings of cork, rubber or
spring type noise and/or  vibration  isolators  sufficient to eliminate any such
vibration and/or noise.

         10.3 Should  Tenant  desire to move any heavy or bulky  equipment,  the
movement of which is regulated by any statute, ordinance, or rule or regulations
of  any  public  authority  having   jurisdiction,   or  which  require  special
arrangements  to be made by the Landlord to accommodate  such  movement,  Tenant
shall submit to Landlord  notice of the terms and manner in which it proposes to
move  such  equipment  and  Landlord  shall,  with  reasonable  dispatch,   make
appropriate  arrangements  to  accommodate  Tenant's  intentions  and facilitate
such movement  of  equipment.  All such  activities  will be carried out in full
compliance with the applicable codes,  regulations and ordinances of the City of
Tampa and County of  Hillsborough  and in harmony with the structural  design of
the Building.


                                   ARTICLE XI
            Laws, Ordinances, and Requirements of Public Authorities
            --------------------------------------------------------

         11.1  Tenant,  at its  expense,  shall  comply  with all  laws,  rules,
regulations,  ordinances  or orders of  Federal,  State,  County  and  Municipal
authorities  having  jurisdiction,  and with any lawful  direction of any public
officer or officers,  which shall  impose any duty upon  Landlord or Tenant with
respect to the Demised Premises, or the use or occupation thereof, provided such
duty  arises  from or results  from  Tenant's  failure to comply  with  Tenant's
covenants  in this  Lease  or from  Tenant's  negligence  or from the use of the
Demised  Premises in a manner  contrary to the  purposes  for which the same are
leased to Tenant. Landlord represents and warrants that at the Commencement Date
of this Lease, the Demised Premises,  excluding the effect of Tenant Plans, will
be in compliance  with all  applicable  laws,  rules,  regulations,  ordinances,
orders and directions.

         11.2 If either Landlord or Tenant should desire to contest the validity
of any such law,  rule,  regulation,  ordinance,  order or direction  with which
either is obligated to comply,  it may, at its expense,  carry on such  contest;
and  noncompliance  during such  contest  shall not  constitute a breach of this
Lease provided that the parties so contesting shall indemnify and hold the other
harmless a against the cost of  compliance  and against  all  liability  for any
loss, damages and expenses  (including  reasonable  attorney's fees) which might
result from or be incurred in  connection  with such  contest or  noncompliance;
except that noncompliance  shall not continue so as to subject either party to a
reasonable likelihood of prosecution for a crime.

         11.3 If either party  receives  written  notice of any violation of any
law, ordinance, rule, order or regulation applicable to the Demised Premises, or
the Building, it shall give prompt notice thereof to the other.


                                  ARTICLE XII
                   Compliance with Insurance Requirements and
                   ------------------------------------------
                            Certificate of Occupancy
                            ------------------------

         12.1 Neither  Landlord nor Tenant shall do or permit to be done any act
or thing about,

<PAGE>
                                                                              11

in or upon the Building or the Demised  Premises which will  invalidate or be in
conflict with the Certificate of Occupancy  issued by a public authority for the
Building or of the terms of the State of Florida standard form of fire insurance
policies  covering the Building and the fixtures and property therein  excluding
fixtures and property in the Demised Premises.  Both parties shall, at their own
expense,  comply with all rules,  orders,  regulations  or  requirements  of the
National  Fire   Protection   Association  or  any  other  similar  body  having
jurisdiction,  and neither shall  knowingly do or permit to be done about, in or
upon the Building or the Demised  Premises or bring or keep anything  therein or
use the same in a manner which  increases  the rate of fire  insurance  upon the
Building or on any property or equipment located therein,  including property or
equipment  located  in  the  Demised  Premises.  Notwithstanding  the  foregoing
requirements  of this Section 12. 1, if the adverse  consequences to Landlord of
noncompliance by Tenant with such requirements are limited to an increase in the
rate of fire and extended  coverage  insurance carried by landlord in compliance
herewith,  such  noncompliance  by Tenant shall not  constitute a breach of this
Lease, but Section 12.2 below will apply.


         12.2 If any  installation  in or use of the Demised  Premises by Tenant
increases the rate for fire insurance  (with extended  coverage) on the Building
or on the property and equipment of Landlord,  Tenant shall  reimburse  Landlord
for that part of the fire insurance  premiums  thereafter paid by Landlord which
shall have been charged because of such installation or use by Tenant and Tenant
shall make said  reimbursement  as Additional Rent on the first day of the month
following  receipt of notice given by Landlord  that it has been required to pay
and has paid such higher rate.


                                  ARTICLE XIII
                Observance of Rules and Regulations and Covenant
                ------------------------------------------------
                               of Quiet Enjoyment
                               ------------------


         13.1 Tenant, its servants,  employees,  agents, visitors, and licensees
shall observe  faithfully and comply strictly with the rules and regulations set
forth in Exhibit D attached hereto (the "Rules and Regulations") and made a part
hereof,  provided however, that Landlord shall enforce the same in a uniform and
nondiscriminatory  manner as to all tenants in the  Building to which such Rules
and  Regulations  shall be  applicable.  Landlord  shall  have the right to make
reasonable  changes in and additions to the Rules and Regulations thus set forth
provided  such changes and additions do not  unreasonably  affect the conduct of
Tenant's business.

         13.2 Any prior failure by Landlord to enforce any Rules and Regulations
now or hereafter  in effect,  either  against  Tenant or any other tenant in the
Building, shall not constitute a waiver of Landlord's right to enforce uniformly
any such Rules and Regulations at a future time.

         13.3 Landlord  covenants  that upon Temnt's paying the Annual Base Rent
and Additional  Rent and observing and  performing all the terms,  covenants and
conditions  of this Lease on its part to be observed and  performed,  Tenant may
peaceably and quietly enjoy the Demised Premises, subject,  nevertheless, to the
terms and conditions of this Lease.


                                   ARTICLE XIV
                        Liability Insurance: Exculpation
                        --------------------------------
                             of Landlord and Tenant
                             ----------------------


         14.1 Landlord shall not be liable for any personal  injuries  occurring
in the Demised Premises or for damage or injury to personal  property of Tenant,
or of any other person, done or occasioned by or from electric wiring, plumbing,
dampness,  water, gas, steam or other pipes or sewage, or the failure of the air
conditioning or refrigeration  system, or the breaking of any electric wire, the
bursting,  leaking or running water from any tank,  washstand,  water closet, or
waste pipe,  sprinkler  system,  radiator or any other pipe in,  above,  upon or
about the Building or Demised  Premises,  or which may at any time  hereafter be
placed therein; or for any such personal injury or property damage occasioned by
fire,  explosion,  falling plaster,  electricity,  smoke, or water, snow, or ice
being upon or coming through from the street, roof,  subsurface,  skylights trap
door, windows or from any other cause whatsoever; or for any damages or injuries
to persons or property arising from acts or neglect of any tenant or occupant of
the Building,  or of any owners or occupants of adjacent or contiguous property;
or for the loss or theft of any property of Tenant however occurring,  including
loss of property  entrusted  to employees of Landlord  provided,  however,  that
Landlord  shall be liable for such of all or any of the  foregoing as may be due
to its neglect or negligence;  provided,  further, that in the event that Tenant
shall suffer any loss or be subjected to any liability as a result of any of the
foregoing, and the same shall hive been caused by or is alleged to have resulted
from the
<PAGE>
                                                                              12


negligence of any architect,  engineer,  contractor or other third party against
whom  Landlord  shall have right of recovery if it shall  suffer  similar  loss,
Landlord shall be liable to Tenant for Tenant's losses so suffered,  but only to
(he extent that Landlord shall be successful in recovering such losses from such
third party or parties  (or its or their  liability  insurer) by way of claim or
suit instituted at Tenant's request.


         14.2 Section  14.1 shall not be  construed to impose upon  Landlord any
liability as to which rights of subrogation  have been waived under Section 15.6
of this Lease.

         14.3 Tenant shall secure and maintain  comprehensive general liability,
fire  extended  coverage,  and all risk perils,  insurance  in form,  reasonable
amount,  and with  companies  acceptable to the Landlord and Landlord shall have
the right to review, from time to time, that insurance coverage so maintained by
the Tenant.  Tenant  shall  insure  Landlord  from and against any and all loss,
costs (including statutory liability and liability under workmen's  compensation
laws) in connection  with claims for damages as a result of injuries or death of
any person or injury to property sustained by Tenant and all other persons which
arise  from or in any  manner  grow out of any acts or  neglect  on or about the
Demised Premises by Tenant,  Tenant's partners,  agents,  employees,  customers,
invitees,  contractors  and  subcontractors.  Landlord shall  indemnify and save
harmless Tenant from and against any and all loss and cost (including  statutory
liability and liability  under worker's  compensation  laws) in connection  with
claims  for  damages as the result of injury or death of any person or injury to
property  sustained by Landlord and all other persons which arise from or in any
manner  grow out of any act or neglect  in or about the  Building  by  Landlord,
Landlord's partners,  agents, employees,  customers,  invitees,  contractors and
subcontractors.

                                   ARTICLE XV
                        Damage by Fire or Other Casualty
                        --------------------------------


         15.1  Anything in this Lease to the  contrary  notwithstanding,  if the
Demised  Premises or the  Building  should be  partially  or totally  damaged or
destroyed by Fire or other casualty  insurable  under ,a standard form policy of
fire and/or  extended  coverage  insurance  (including  vandalism  and malicious
mischief if such coverage is carried by Landlord)  then, if this Lease shall not
have been canceled in accordance  with the provisions  hereinafter  made in this
Article XV,  landlord will with  reasonable  dispatch  after notice to it of the
damage or destruction,  repair the damage, and replace, restore, and rebuild the
Demised  Premises  and the  Building to the extent that  insurance  Proceeds are
available.  Should Landlord determine that the amount of insurance proceeds will
not be  sufficient  to accomplish  the  estimated  cost of the required  repair,
replacement,  restoration  or  rebuilding,  then upon ninety  (90) days  written
notice to Tenant,  from the date of the  casualty,  Landlord may, at its option,
cancel this Lease or proceed to repair, replace,  restore or rebuild the Demised
Premises and the Building at its sole cost and expense.  Landlord  will commence
such repair, replacement, restoration or rebuilding as soon as practicable after
receiving notice from Tenant co do so, but under no circumstances later than one
(1) year after  receipt of such notice.  Landlord  shall no, be required by this
Section to repair, replace, restore, or rebuild any property which Tenant shall,
under the  provisions  of Article  VIII  above,  be  entitled to remove from the
Demised  Premises,  it being  agreed that  Tenant  shall bear the entire risk of
loss,  damage,  or  destruction  of such  property  while  it is on the  Demised
Premises.


         15.2 If the Demised  Premises  shall be partially  damaged or partially
destroyed,  the applicable  proportion of Annual Base Rent and  Additional  Rent
payable under this Lease shall,  to the extent that the Demised  Premises  shall
have been rendered unfit for use for Tenant's business  purposes,  be abated for
the period  from the date of such  damage or  destruction  to the date that such
damage or destruction shall be repaired or restored.  If the Demised Premises or
a major portion thereof shall be totally or  substantially  damaged or destroyed
or rendered  completely  or  substantially  unfit for use for Tenant's  business
purposes  because of Fire or other  casualty  as  provided in Section 15. 1, the
entire such rent shall, as of the date of the damage or destruction, abate until
Landlord shall repair, restore,  replace or rebuild the Building and the Demised
Premises,  provided,  however,  that  should  Tenant  reoccupy  a portion of the
Demised  Premises  while the  restoration  work is taking place and prior to the
date that the entire  Demised  Premises  are again made fit for use for Tenant's
business  purposes,  such rent shall be apportioned and become payable by Tenant
in proportion to the part of the Demised Premises occupied by it for the purpose
of  conducting  its business,  effective on the date that the Tenant shall again
begin  conducting  its ordinary  business  from the Demised  Premises or portion
thereof.

         15.3 In the event that the Demised  Premises,  or a major part thereof,
shall be totally or substantially  damaged or destroyed,  or rendered completely
or substantially untenantable as set forth in Section 15.1 above, Tenant may, at
its option,  exercisable within ninety (90) days of the date of casualty, cancel
this Lease by written  notice to Landlord;  provided,  however,  that it appears
from an estimate agreed

<PAGE>

                                                                              13



upon by Landlord and Tenant that the required repairs, replacement,  restoration
and rebuilding cannot be accomplished within twelve (12) months from the date of
commencement  thereof,  or that it appears improbable to Tenant that, because of
causes  beyond  Landlord's  reasonable  control,  Landlord  will  commence  such
activities within twelve (12) months from the date of the casualty.  Anything in
this Lease to the  contrary  notwithstanding,  if  Landlord  has riot  completed
within  two (2)  years  from the date of  casualty  all  repairs,  replacements,
restoration and rebuilding required of Landlord under Section 15.1 above, Tenant
may, at its option,  cancel this Lease by written notice to Landlord;  provided,
however,  that said two (2) year period  shall be extended by the number of days
(not to  exceed  365  days)  lost in actual  rebuilding  as the  result of labor
strikes, acts of God, or other causes beyond the reasonable control of Landlord.

         15.4  In the  event  that  the  damage  to the  Building  shall  render
untenantable  in excess of 50% of the Rentable  Area of Building,  Landlord may,
within ninety (90) days of the casualty, by notice given to Tenant, elect not to
repair  or  rebuild  the  Building  and this  Lease  shall  thereupon  terminate
effective  ,is of the date of casualty.  After  receipt of such  notice,  Tenant
shall  vacate the  Demised  Premises  as quickly as it is  reasonably  possible,
provided,  however, that Tenant shall be entitled to occupy the Demised Premises
or any part hereof without liability to Landlord for as long as it is reasonably
necessary to salvage or remove  therefrom  its personal  property as provided in
Article VIII above.

         15.5 No damages,  compensation,  or claims shall be payable by Landlord
for  inconvenience,  loss of business,  or annoyance  arising from any repair or
restoration of any portion of the Demised  Premises or the Building  required to
be made by Landlord  under the  provisions  of this Article XV, but this Section
shall not be construed to limit the  abatement  of Tenant's  rent in  accordance
with Section 15.2 above.  Landlord  covenants  with Tenant that it shall use its
best  efforts  to effect all such  repairs  promptly  and in such  manner as not
unreasonably  to  interfere  with  Tenant's  occupancy  if Tenant shall not have
vacated the Demised  Premises or the portion thereof to be repaired  because the
same shall have become untenantable.

         15.6 Landlord and Tenant hereby waive on behalf of themselves and their
respective insurers,  any claims that either may have against the other for loss
or  damage  resulting  from  perils  covered  by the  standard  form of fire and
extended coverage insurance,  including vandalism and malicious mischief, to the
extent of such policies  which shall be in effect from time to time in the State
of Florida, it being expressly understood that this waiver is intended to extend
to all such  loss or  damage  whether  or not the same is caused by the fault or
neglect of either Landlord or Tenant.  Each party shall secure from its casualty
insurer a waiver of  subrogation  endorsement  to its policy and,  upon request,
deliver a copy of such of, endorsement to the other party to this Lease.

                                   ARTICLE XVI
                              Bankruptcy, Remedies
                              --------------------

         If at any time  prior to the  Commencement  Date or during  the Term of
this Lease,  Tenant,  files in any court  pursuant to any statute  either of the
United  States  or of any state a  Petition  in  Bankruptcy  or  Insolvency  for
reorganization  or for the  appointment  of a  receiver  or  trustee of all or a
portion of Tenant's  properly,  or Tenant makes an assignment for the benefit of
creditors, or Tenant petitions for or enters into an arrangement with creditors,
this Lease shall ipso facto be canceled and terminated and in such event neither
Tenant nor any person claiming  through or under Tenant by virtue of any statute
or any  order of any  court  shall be  entitled  to  possession  of the  Demised
Premises and  Landlord,  in addition to any other  rights and remedies  given by
Section 16.3 and by virtue of any other  provision in this Lease or by virtue of
,any  statue or rule of law,  may  retain as  liquidated  damages  any  security
deposit, rent, or monies received by Landlord from Tenant or others on behalf of
Tenant prior to Tenant's action described above.

         16.2 In the event that at any time mentioned in Section 16.1 above,  an
involuntary  insolvency,  bankruptcy,  or  reorganization  proceeding  shall  be
instituted against Tenant, Tenant shall have ninety (90) day's in which to cause
said proceeding to be vacated or dismissed after it receives notice thereof.  In
the event  Tenant  fails to cause such  proceeding  to be  vacated or  dismissed
within such  period of time,  this  Lease,  at the option of Landlord  exercised
within a  reasonable  time  after  expiration  of said  90-days  period,  may be
terminated  by Landlord in which event  neither  Tenant nor any person  claiming
through or under Tenant by virtue of any statute or any order of any court shall
be entitled to possession  or to remain in  possession of the Demised  Premises,
but shall  forthwith  quit and surrender the Demised  Premises and Landlord,  in
addition to the other rights and remedies given by Section 16.3 and by virtue of
any other  provision  in this Lease or by virtue of any  statute or rule of law,
may retain as liquidated damages any rent,  security deposit, or monies received
by Landlord  from Tenant or others on behalf of Tenant prior to Tenant's  action
described above.

<PAGE>
                                                                              14

         16.3 It is stipulated  and agreed that in the event of the  termination
of  this  Lease  pursuant  to  Section  16.1  or 16.2  hereof,  Landlord  shall,
notwithstanding any other provisions of this Lease to the contrary, forthwith be
entitled to recover from Tenant as and for liquidated damages an amount equal to
the difference  between the rent reserved hereunder for the unexpired portion of
the Term of this Lease and the rental value of the Demised  Premises at the time
of termination  (if lower than the rent  reserved) for the unexpired  portion of
the term of this Lease,  both  discounted  at the rate of five  percent (5%) per
annum to present worth.  Nothing herein  contained  shall limit or prejudice the
right of Landlord  to prove or obtain to the  maximum  allowed by any statute or
rule of law in effect at the time when, and governing the  proceedings in which,
such damages are to be proved,  whether or not such amount be greater, equal to,
or less than the amount of the difference referred to above.

                                  ARTICLE XVII
                                  Condemnation
                                  ------------

         17.1 In the event of a total  condemnation of the Building,  this Lease
and the term and estate hereby granted shall forthwith cease and terminate as of
the date of taking of possession for such use or purpose.

         17.2 In the event that less than the whole or  substantially  the whole
of the Building is  condemned or taken as set forth in Section 17.1 above,  then
this Lease shall remain in force and in effect;  provided,  however, that if the
taking shall so substantially  interfere with the use of the Demised Premises as
to render the continued operation thereof economically  unfeasible as reasonably
determined by Landlord,  then Landlord  (whether or not the Demised  Premises be
directly  affected)  may, at its option,  terminate  this Lease and the term and
estate hereby  granted as of the date of the taking of  possession  for such use
and purposes by notifying Tenant in writing of such termination.

         17.3 In the event that less than the whole or  substantially  the whole
of the Building  shall be so  condemned or taken,  if the space so taken is such
that the area of the Demised  Premises  remaining after the condemnation is such
as to render continued operation of the Demised Premises economically unfeasible
as reasonably  determined by Tenant, then Tenant may at its option terminate the
Lease and the term and  estate  hereby  granted  as of the day of the  taking of
possession  for such use or  purposes by  notifying  Landlord in writing of such
termination.

         17.4 Upon any such taking or  condemnation  and the continuing in force
of this  Lease as to any  part of the  Demised  Premises,  all  rental  shall be
diminished  by an  amount  representing  the  part  of the  said  rent  properly
allocable  to the portion of the Demised  Premises  which may be so condemned or
taken and Landlord shall, at its expense,  proceed with reasonable  diligence to
repair,  alter and restore the  remaining  part of the  Building and the Demised
Premises to substantially  their former condition,  due allowance being made for
the impact of such taking or condemnation.

         17.5  Landlord  shall  be  entitled  to  receive  entire  award  in any
condemnation proceeding, including any award for the value of any unexpired term
of this Lease,  and Tenant shall have no claim  against  Landlord or against the
proceeds of the condemnation. Nothing in this Lease shall be deemed or construed
to prevent  Tenant from  making a claim  against the  condemning  authority  for
relocation costs and for the value of or damages to any of Tenant's  property as
described  in  Article  VIII  above,   and  for  such  business  damages  and/or
consequential  damages  as may be  allowed  Tenant  by  law at the  time  of the
condemnation,  provided  the  same  does  not  have  the  effect  of  decreasing
Landlord's award.

         17.6 Anything in this Article XVII to the contrary notwithstanding,  if
the temporary use or occupancy of all or any part of the Demised  Premises shall
be condemned or taken for any public or quasi-public use during the Term of this
Lease,  this Lease shall be and remain unaffected by such condemnation or taking
and Tenant  shall  continue to pay in full the Annual  Base Rent and  Additional
Rent and Tenant shall have the right to appear, claim, prove and receive so much
of  the  award   actually  paid  to  Landlord  for  such  taking  as  represents
compensation  for use and occupancy of the Demised  Premises up to and including
the date of expiration of the Term of this Lease or the date of  termination  of
the temporary  taking,  whichever is earlier,  and Landlord shall be entitled to
appear,  claim,  prove and receive the entire  balance of the award.  Each party
shall  cooperate  fully with the other in efforts to obtain any such award,  and
each claimant shall indemnify and hold harmless the other party to the extent of
expenses incurred as a result of such cooperation.




<PAGE>
                                                                              15

                                  ARTICLE XVIII
                                   Electricity
                                   -----------

         18.1 Landlord shall furnish to the Demised Premises  electricity during
Normal Business Hours sufficient for electrical outlets (120 volt single phase),
in an amount not exceeding one (1) watt, and for ceiling lighting,  in an amount
not  exceeding two (2) watts,  per square foot of Rentable  Area of Tenant.  The
cost of any electrical  service at (i) other than Normal Business Hours and (ii)
during Normal Business Hours but exceeding the above-stated  amounts of wattage,
whether determined by survey or separate metering as set forth hereinafter, (the
Excess  Electricity)  shall be paid  pursuant to Section  18.2  hereof.  Nothing
herein  shall be  deemed  to  create  any  obligation  of  Landlord  to  provide
electrical  equipment in excess of that provided  pursuant to Landlord's Work or
as expressly set forth in this Article XVIII.

         18.2 At any time and from time to time, Landlord may conduct electrical
survey(s)  within the Demised  Premises to  determine  Tenant's  consumption  of
Excess  Electricity,  if any. If such survey(s)  shall reveal usage by Tenant of
Excess Electricity,  Tenant shall pay Landlord for such Excess  Electricity,  at
Landlord's  average  cost  for the  same  per  K.W.H.  (determined  by  dividing
Landlord's  total  monthly  cost of  electricity  by the total  number of K.W.H.
consumed in the Building  during the  corresponding  month) upon monthly invoice
for the same from  Landlord.  Said invoices shall be deemed to be and be paid as
Additional  Rent.  In the event that the bills are not paid within ten (10) days
after the same are rendered,  Landlord may, without further notice,  discontinue
electric service to the Demised Premises without  incurring  liability to Tenant
for such  discontinuance  or without  releasing  Tenant from its rental or other
obligations under this Lease.

         18.3 Should Tenant not agree with  Landlord's  electrical  survey(s) of
Excess  Electricity,  Landlord shall, at Tenant's request,  install  appropriate
electrical  meters to  measure  Tenant's  consumption  of the same.  The cost of
installation  and  maintenance  during the term hereof of said  meters  shall be
borne by Tenant and upon  installation  such meters shall become fixtures of the
Building and property of Landlord.

         18.4 Landlord shall furnish  electrical  current,  fixtures,  bulbs and
equipment for the lighting of the Building  lobbies,  public  corridors,  public
rest rooms,  public  elevator  lobbies and other public portions of the Building
and shall furnish electric current for the Building air conditioning  machinery,
elevators, escalators, and other Building equipment.

         18.5 At the option of Landlord, Tenant agrees to purchase from Landlord
all replacement lamps, bulbs, starters and ballasts used in the Demised Premises
and to pay Landlord for the installation thereof.

         18.6 Landlord shall not be liable or responsible to Tenant for any loss
or damage or expense which Tenant may sustain or incur if either the quantity or
character of electric service available to the Building is changed,  temporarily
suspended,  reduced,  or is no longer  available  or is no longer  suitable  for
Tenant's requirements.

         18.7 Tenant  covenants and agrees that at all times its use of electric
current  shall never  exceed  Tenant's  proportionate  share of the  capacity of
existing feeders to the Building or the risers or wiring installation. Any riser
or risers  or wiring to meet  Tenant's  electrical  requirements,  upon  written
request of Tenant,  will be  installed by Landlord (at the sole cost and expense
of Tenant) if, in Landlord's sole judgment,  the same are necessary and will not
cause permanent damage or injury to the Building or Demised Premises or cause or
create a dangerous or hazardous  condition or entail  excessive or  unreasonable
alterations,  repairs or expenses or interfere  with or disturb other tenants or
occupants.

         18.8 Tenant  shall make no  alteration  or  additions  to the  electric
equipment or installations without the prior written consent of Landlord in each
instance,  and work shall be done by Landlord at Tenant's  expense in accordance
with plans and specifications of Tenant to be submitted and approved by Landlord
pursuant to Article VIII hereof.

         18.9 At any time when  Landlord is furnishing  electric  current to the
Demised  Premises  pursuant to this Article  XVIII,  Landlord may, if it becomes
illegal for Landlord to do so, upon not less than thirty (30) days prior written
notice to Tenant,  discontinue  the  furnishing  of such  electric  current.  If
Landlord  gives any such notice of  discontinuance,  Landlord shall make all the
necessary  arrangements  with  the  public  utility  for the  supplying  of such
electric current to the Demised Premises.

         18.10 It is  expressly  agreed by and between  the parties  hereto that
should any local, state

<PAGE>
                                                                              16

or federal  government  body,  agency or public  utility  restrict or reduce the
amount of fuel or energy  which may be  utilized to provide  the  utilities  and
services as specified,  then such reduction or restriction  and the reduction in
utilities  and  services  which may result  therefrom  shall in no way create or
constitute a default  or  the part of the Landlord  under this Lease and there
shall be no reduction in rent for the period services are reduced.  Any costs or
expenses incurred by Landlord in obtaining alternate or substitute forms of fuel
or energy shall be considered Operating Expenses under Article VI of this Lease.


                                   ARTICLE XIX
                                      Entry
                                      -----

         19.1 Tenant shall permit Landlord to erect,  use, and maintain plumbing
and electrical pipes,  conduits,  and wires, and heating,  ventilating,  and air
conditioning ducts as required in and through the Demised Premises provided that
the same are installed and concealed behind the walls or ceilings of the Demised
Premises, that installation is accomplished at such times and by such methods as
will not unreasonably interfere with the Tenant's use of the Demised Premises or
damage the appearance thereof.

         19.2 Landlord or its agents or designees  shall have the right to enter
the  Demised  Premises  upon  reasonable  notice to Tenant and  presentation  of
adequate  identification  for the purposes of making such repairs or alterations
to such  pipes,  conduits,  wires,  or ducts as may be  required  for the proper
maintenance or operation of the Building,  provided that in each case such entry
is made in a manner  and at a time  that will  result in the least  interference
with  Tenant's use of the Demised  Premises and cause the least amount of damage
to the  appearance  thereof,  and provided  further that any such entry shall be
subject to any requirements that Tenant deems it necessary to impose in order to
protect the security of any controlled access area of the Demised Premises.  The
foregoing  shall not be  construed  to require  Landlord to perform  work on any
pipes,  conduits,  wires,  or ducts in the Demised  Premises  at overtime  rates
unless Landlord's work within the Demised Premises would unreasonably  interfere
with Tenant's day to day conduct of its business therein.

         19.3  Subject to  Tenant's  right to limit for  security  purposes  the
quantity or identity of any material brought into or upon the Demised  Premises,
Landlord  shall be  allowed  to take  all  material  into  and upon the  Demised
Premises  that may be  required  for the  repairs or  alterations  described  in
Section 19.2 without the same  constituting an eviction of Tenant in whole or in
part,  and while said repairs and  alterations  are being made the rent reserved
shall not (except as  otherwise  provided in this Lease) abate by reason of loss
of or  interruption  of the business of Tenant or because of the  prosecution of
any  such  work;  provided,   however,  that  in  making  any  such  repairs  or
alterations,  Landlord  diligently proceeds in such manner as to cause the least
interference with Tenant's use and enjoyment of the Demised Premises.

         19.4  Subject to  reasonable  notice to Tenant  and to such  additional
security precautions as Tenant may deem necessary to impose, Landlord shall have
the right to enter the Demised  Premises for the purpose of inspecting  the same
for general  condition and state of repair or exhibiting the same to prospective
purchasers  or lessees of the Land or Building or to  prospective  mortgagees of
the Land or Building of which the Demised Premises are a part, or to prospective
assignees of any such  mortgagees.  The holder of any mortgage of the Landlord's
interest in the property,  its agents or designees  shall have the same right of
entry for inspection as Landlord.

         19.5 During the three (3) months prior to the expiration of the Term of
this Lease,  Landlord may exhibit the Demised  Premises to prospective  tenants.
Tenant  may impose  reasonable  restrictions  of this  right for the  purpose of
maintaining the security of any controlled- access areas in the Demise Premises.

         19.6  Notwithstanding  the  preceding,  Landlord  may enter the Demised
Premises  without  prior  notice in the event of a  circumstance  it may in good
faith consider an emergency under which said entry may be reasonably necessary.

                                   ARTICLE XX
                 Right to Change Public Portions of the Building
                 -----------------------------------------------

         20.1 At any time after the  completion of the Building,  Landlord shall
have the right to change the arrangement or location of such of the following as
are not contained  within the Demised  Premises or any part thereof;  entrances,
signs,  passageways,  doors and doorways,  corridors,  stairs, toilets and other
like public  service  portions of the Building;  provided,  however,  that in no
event shall Landlord

<PAGE>
                                                                              17


change  the  arrangement  or  location  of the  elevators  serving  the  Demised
Premises,  make any change will shall diminish the area of the Demised Premises,
make any change which shall  interfere  with the access to the Demised  Premises
from and through the Building, or change the character of the Building from that
of a First-class office building.

                                   ARTICLE XXI
                           Landlord's Right to Perform
                           ---------------------------


         21.1 If Tenant shall default in the  observance or  performance  of any
term or covenant on its part to be observed or  performed  under or by virtue of
any of the terms or provisions in any Article of this Lease,  Landlord,  without
being under any  obligation to do so and without  thereby  waiving such default,
may  remedy  such  default  for  the  account  and at  the  expense  of  Tenant,
immediately  and without notice in case of emergency,  or in any other case only
provided  that Tenant  shall fail to remedy  such  default  with all  reasonable
dispatch after  Landlord shall have notified  Tenant in writing of such default.
If Landlord makes any  expenditures or incurs any obligations for the payment of
money in connection therewith including, but riot limited to, attorney's fees in
instituting,  prosecuting or defending any action or proceeding,  such sums paid
or obligations incurred,  with interest and costs, shall be paid to it by Tenant
upon demand.

                                  ARTICLE XXII
                       Services, Facilities and Equipment
                       ----------------------------------

         22.1 Landlord agrees that it shall:  (a) Furnish  heating,  ventilating
and air conditioning daily from 8:00 a.m. to 6:00 p.m., Saturdays from 8:00 a.m.
to 1:00 p.m.,  Sundays and Holidays  excepted.  (b) Provide  passenger  elevator
service (which may be operatorless  at Landlord's  option) in common with others
daily from 8:00 a.m. to 6:00 p.m., Saturdays 8:00 a.m. to 1:00 p.m., Sundays and
Holidays excepted, and have an elevator subject to call at all times when normal
passenger  service is not furnished.  Provide freight elevator service in common
with others daily from 8:00 a.m. to 6:00 p.m.,  Saturdays,  Sundays and Holidays
excepted.

         22.2 Landlord shall, with respect to the entire Demised Premises:


         (a) Whenever  heat  generating  machines or  equipment  are used in the
Demised  Premises which affect the temperature  otherwise  maintained by the air
conditioning systems, have the right, at its option, either to require Tenant to
discontinue  use of such heat  generating  machines or  equipment  or to install
supplementary air conditioning  equipment in the Demised Premises,  and the cost
of such  installation  shall be paid by Tenant  to  Landlord  promptly  on being
billed therefor, and the cost of operation and maintenance of said supplementary
equipment  shall be paid by Tenant to Landlord on the monthly rent payment dates
at such  rates  as may be  agreed  upon,  but in no event  at a rate  less  than
Landlord's  actual cost  therefor of labor,  all  utilities  and other  inherent
costs.

         (b) Provide hot water at standard building  temperatures and cold water
for drinking,  lavatory and toilet purposes, drawn through fixtures installed by
Landlord.  If Tenant  requires,  uses or consumes  water for any other  purpose,
Tenant  agrees to  Landlord's  installing  a meter or meters  and to pay for the
installation  and  maintenance of said meter  equipment.  Tenant shall reimburse
Landlord for the cost of all excess water consumed, as measured by said meter or
meters.

         (c) Keep the Building and adjoining plazas, sidewalks, curbs, driveways
and entrances and public areas clean and in good condition, free of accumulation
of dirt and rubbish and, as necessary, remove snow and ice therefrom.

         (d) Provide janitor and cleaning services on business days in and about
the  Demised  Premises,  and in all  public  portions  of  the  Building,  which
services,  without  limitation,  shall be at least  equal  to those  then  being
rendered  in other  comparable  noninstitutional  first-class  office  buildings
located in Tampa, Florida.

         (e)  Should  Tenant  require   special   cleaning   service,   heating,
ventilating or air  conditioning  services,  Landlord  shall,  (upon  reasonable
advance notice by Tenant and to the extent, where applicable,  such services are
available  without  overloading   facilities  in  the  Building  providing  such
services) furnish such additional services, and Tenant agrees to pay to Landlord
with the next  installment  of rent after being  billed  therefor as  Additional
Rent, Landlord's cost of labor, materials, utilities,  depreciation of equipment
and other inherent  costs. It is agreed that such costs shall not be included in
the definition of Operating Expenses.




<PAGE>
                                                                              18


         22.3  Landlord  does not warrant that any of the  services  referred to
above  or any  other  services  which  Landlord  may  supply  will be free  from
interruption.  Tenant  acknowledges that any one or more of such services may be
suspended by reason of causes beyond the reasonable  control of Landlord and any
such interruption of service shall never be deemed an eviction or disturbance of
Tenant's  use and  possession  of the Demised  Premises  or any part  thereof or
render  Landlord  liable to Tenant for damages by abatement of rent or otherwise
or relieve  Tenant from  performance of Tenant's  obligations  under this Lease.
Landlord  agrees to use reasonable  care and exercise due diligence with respect
to avoiding interruption of the services above provided for and, if interrupted,
agrees that it will be for as short a period as  possible,  and all repairs will
be promptly and diligently made at such times as will not unduly  interfere with
the occupancy and use of the Demised Premises by Tenant.

         22.4 Tenant shall reimburse Landlord for the Landlord's cost of removal
from the Demised  Premises and the Building of so much of any refuse and rubbish
of Tenant as shall exceed that ordinarily accumulated in the routine of Tenant's
permitted use of the Demised  Premises.  Should Tenant create wet trash,  Tenant
shall reimburse Landlord for Landlord's cost of removal.

         22.5  Notwithstanding any other provision of this Lease, or of any rule
or  regulation,  Tenant shall  provide  such locks for  entrances to the Demised
Premises as Tenant shall deem  necessary  and shall supply to Landlord such keys
as may be necessary  in order for Landlord to render the services  called for by
this Lease, which keys shall not be duplicated by Landlord or its employees.

                                  ARTICLE XXIII
                                 Signs and Glass
                                 ---------------

         23.1  Tenant  shall not install any sign or  advertising  or  publicity
device in any public ,area, on any roof, on any window or on any outside portion
of the Building. Tenant may install an identification sign within or adjacent to
the entrance of the Demised Premises  providing such sign has the prior approval
of Landlord and conforms to the graphic standards of the Building.

         23.2 Tenant shall replace, at its expense,  any and all broken interior
glass,  including,  plate glass  partitions and doors,  in and about the Demised
Premises.

         23.3 Landlord shall maintain in the lobby of the Building,  a directory
board which shall include the names of the Tenant and any other names reasonably
requested  by Tenant in  proportion  to the  number of  listings  given to other
tenants of the Building.

                                  ARTICLE XXIV
              Right of Holder of Leasehold Mortgage; Subordination
              ----------------------------------------------------

         24.1 This  Lease and all rights of Tenant  hereunder  are  subject  and
subordinate to any mortgage or mortgages,  blanket or otherwise, which do now or
may hereafter affect the real property of which the Demised Premises form a part
and to all renewals, modifications,  consolidations, replacements and extensions
thereof.   It  is  the   intention  of  the  parties  that  this   provision  be
self-operative  and that no further  instrument shall be required to effect such
subordination of this Lease. Tenant shall,  however,  upon demand at any time or
times  execute,  acknowledge  and deliver to Landlord  and/or any holder of such
mortgage  without expense to either of such, any and all instruments that may be
necessary or proper to subordinate this Lease and all rights of Tenant hereunder
to any such mortgage or mortgages or to confirm or evidence said  subordination.
Tenant  covenants and agrees,  in the event any  proceedings are brought for the
foreclosure  of any such  mortgage,  to  attorn to the  purchaser  upon any such
foreclosure  sale, if so requested to do by such  purchaser at any time,  and to
recognize  such  purchaser  as the lessor  under this  Lease.  Tenant  agrees to
execute  and  deliver  at any time and from time to time,  upon the  request  of
Landlord or of any holder of such mortgage or for such purchaser, any instrument
which,  in the sole  judgment of such  requesting  party,  may be  necessary  or
appropriate to evidence such attornment. Tenant hereby appoints Landlord and the
holder of such mortgage, or either of them, the  attorney-in-fact,  irrevocably,
of  Tenant  to  execute  and  deliver  for and on  behalf  of  Tenant  any  such
instrument.  Tenant further waives the provisions of any, statute or rule of law
or  hereafter  in effect,  which may give or purport to give Tenant any right or
election  to  terminate  or  otherwise  adversely  affect  this  Lease  and  the
obligation  of Tenant  hereunder  in the event any such  proceeding  is brought,
prosecuted or completed.


         24.2 In the event of any default by act or  omission by Landlord  which
would  give  Tenant the right to  terminate  this Lease or to claim a partial or
total eviction, Tenant shall not exercise any such





<PAGE>
                                                                              19


right until it has notified in writing the holder of any  mortgage  which at the
time shall be a first mortgage lien on the Landlord or Building (if the name and
address of such holder shall previously have been furnished by written notice to
Tenant) of such default,  and until a reasonable  period for during such default
shall have elapsed following the giving of such notice,  during which period the
holder  shall have failed to commence  and  continue to cure such  default or to
cause the same to be remedied or cured.  During the period between the giving of
such notice and the curing of such default,  the Annual Base Rent reserved under
Article V, and as the same may be  adjusted  pursuant  to Article  VI,  shall be
abated and apportioned to the extent that any part of the Demised Premises shall
be untenantable.

         24.3 In the event that a mortgage  lender  furnishing  financing on the
Building  shall  require the same,  both parties agree to execute and deliver an
amendment  modifying  the terms and  provision of this Lease in form  reasonably
requested on the  condition  that the  amendment  (a) does not affect the Annual
Base Rent,  Additional Rent,  space or use thereof as herein provided,  (b) does
not materially  affect the rights or benefits which accrue,  nor the liabilities
or obligations  owing to either party  pursuant to the terms hereof,  and (c) is
reasonably  necessary to adequately  protect the rights of such lender providing
financing in connection with the development of the Building.


                                   ARTICLE XXV
                          Surrender of Demised Premises
                          -----------------------------

         25.1 Tenant  shall,  upon the  termination  of this Lease in any manner
whatsoever,  remove  Tenant's  goods and effects  and those of any other  person
claiming under Tenant,  and quit and deliver up the Demised Premises to Landlord
peaceably  and  quietly  in as good order and  condition  as the same are now or
hereafter may be improved by Landlord or Tenant, reasonable use and wear thereof
and repairs  which are  Landlord's  obligation  excepted.  Goods and effects not
removed by Tenant at the  expiration of this Lease or its  termination by Tenant
(or  within  ten(10)  business  days after  termination  by  Landlord)  shall be
considered abandoned and Landlord may dispose of the same as it deems expedient,
but Tenant  shall  promptly  upon demand  reimburse  Landlord  for any  expenses
incurred by Landlord in connection with such disposal.

         25.2 Upon  termination  or  expiration  of this Lease,  Tenant shall be
entitled to remove from the Demised Premises any and all property which it would
have been  entitled to remove from time to time under the  provisions of Article
VIII,  provided that Tenant shall,  upon removing any such property,  repair all
damage to the Demised Premises or the Building caused by such removal. If Tenant
shall elect not to remove any of such  property  and the same shall  remain upon
the Demised  Premises or within the Building at the time of surrender,  the same
shall  from that time  forward,  at  Landlord's  option,  become  and remain the
Landlord's property.

         25.3  Tenant's  obligation  to observe or perform the covenants of this
Article shall survive  the  expiration or other  termination of the Term of this
Lease.


                                  ARTICLE XXVI
                 Effect of Conveyance or Assignment by Landlord
                 ----------------------------------------------

         26.1 If Landlord shall convey,  assign or transfer its interest in this
Lease, Tenant shall look to the purchaser,  assignee or transferee of Landlord's
interest in this Lease for the performance of Landlord's  obligations hereunder,
and Landlord  shall from and after such  conveyance,  assignment  or transfer be
relieved and discharged from any and all liabilities and obligations  under this
Lease.  Tenant agrees to attorn to any purchaser,  assignee or transferee and to
execute any written attornment agreement reasonably requested by such purchaser,
assignee or transferee.


                                  ARTICLE XXVII
                                     Waivers
                                     -------

         27.1 Tenant for itself,  and on behalf of any and all persons  claiming
through or under it,  including  creditors  of all kinds,  does hereby waive and
surrender all right and privilege  which they or any of them might have under or
by reason of any present or future law to redeem the Demised Premises or to have
a  continuance  of this Lease for the term  hereby  demised  after  having  been
dispossessed  or ejected  therefrom by process of law or under the terms of this
Lease or after the termination of this Lease as herein


<PAGE>
                                                                              20


provided.

         27.2 Tenant waives the right to trial by jury in any summary proceeding
that may hereafter be instituted against it or in any action that may be brought
to recover rent hereunder.

                                 ARTICLE XXVIII
                                    Defaults
                                    --------


         28.1 In the event of the  failure by Tenant to pay any Annual Base Rent
or  Additional  Rent due under  this Lease  within  five (5) days after the same
becomes  due, or in the event of any other breach of this Lease by Tenant and if
such other  breach  shall  continue  for a period of thirty  (30) days from ,and
after written notice from Landlord to Tenant,  then Landlord may elect either to
terminate  Tenant's  right to possession or not to terminate  Tenant's  right to
Possession  whether or not Tenant has abandoned  the  Property.  Neither acts of
maintenance  or  preservation  nor efforts by Landlord to relet the property nor
the  appointment  of a  receiver  upon the  initiative  of  Landlord  to protect
Landlord's  interest under this Lease shall constitute a termination of Tenant's
right to possession.  Such right may be terminated  only by written notice given
by Landlord to Tenant as aforesaid.

         In the  event  that  Landlord  does  not  terminate  tenant's  right to
possession in case of any such breach,  this Lease shall  continue in effect for
so long as Landlord does not terminate Tenant's right to possession and Landlord
may enforce all its rights and remedies under this Lease, including the right to
recover  the Annual Base Rent and  Additional  Rent as it becomes due under this
Lease.

         In the event that  Landlord  terminates  Tenant's  right to  possession
because of a breach of this Lease, this Lease shall thereupon terminate and upon
such termination, Landlord may recover from Tenant:


         (a) The worth at the time of award of the unpaid  Annual  Base Rent and
Additional Rent which has been earned at the time of termination;

         (b) The worth at the time of award of the  amount  by which the  unpaid
Annual  Base  Rent and  Additional  Rent  which  would  have been  earned  after
termination  until the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided;

         (c) The worth at the time of award of the  amount  by which the  unpaid
Annual Base Rent and Additional  Rent for the balance of the Term after the time
of award  exceeds the amount of such rental  loss that  Tenant  proves  could be
reasonably avoided; and

         (d) Any other  amount  necessary  to  compensate  Landlord  for all the
detriment  proximately  caused by Tenant's  failure to perform  its  obligations
under the  Lease or which in the  ordinary  course of things  would be likely to
result therefrom.


         The  "worth  at the  time  of  award"  of the  amounts  referred  to in
subparagraphs  (a) and (b) hereof shall  include  interest at the maximum  legal
rate. The worth at the time of award" of the amount  referred to in subparagraph
(c) hereof shall be computed by discounting  such amount at the discount rate of
(tie Federal  Reserve  Bank,  of Cleveland at the time of award plus one percent
(1%).  Nothing herein  mentioned shall affect the right of Landlord to equitable
relief  where such relief is  appropriate.  Efforts by Landlord to mitigate  the
damages caused by Tenant's  breach of the Lease shall not constitute a waiver of
Landlord's right to recover damages  hereunder.  Nothing in this paragraph shall
affect the right of Landlord to  indemnification  for liability arising prior to
the termination of the Lease for personal injuries or property damage.


                                  ARTICLE XXIX
                                    Notices
                                    -------



         29.1 All bills, statements,  notices, demands and requests (referred to
in this Lease as  "notices")  hereunder by either party to the other shall be in
writing and shall be deemed  given (if orderly  delivery of the mail is not then
disrupted or  threatened)  when  deposited,  registered  or  certified,  postage
prepaid, in the United States mail,  addressed to the representative  parties at
its  address  set forth  below,  or at such  different  address as it shall have
theretofore advised the other party in writing:
<PAGE>
                                                                              21




         To Landlord:       TAMPA I ASSOCIATES, LTD.
                            C/O SONGY PARTNERS LIMITED
                            95 South Federal Highway, Suite 200
                            Boca Raton, FL 33432


         With a copy to:    Florida Office Corp.
                            c/o Fortis Real Estate
                            One Chase Manhattan Plaza
                            New York, New York 10005
                            Attention: Senior Vice President, Real Estate Equity

                            AND

                            Kelley, Drye & Warren LLP
                            5 Sylvan Way
                            Parsippany, New Jersey 07054
                            Attention: Jay R. Kolmar, Esq.

         To Tenant:         AFFINITY ENTERTAINMENT, INC.
                            15310 Amberly Drive Suite 370
                            Tampa, FL 33647



         Tenant  shall  furnish a copy of all  notices  given by Landlord to any
holder of any mortgage  upon the  Building or any interest  therein upon written
request from such holder giving the address to which such copies are to be sent.
Landlord  and each  such  holder  shall  also  each  have  the  right to have an
additional  copy of notices  sent to such  persons and  addresses as either such
party may designate by written notice to Tenant.

                                  ARTICLE XXX
                              Estoppel Certificate
                              --------------------

         30.1  Tenant  shall,  at any time and from time to time,  upon not less
than  fifteen  (15) days prior  notice  from  Landlord,  execute  and deliver to
Landlord a statement in writing  certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications,  that the same is in
full force and effect as modified and stating the modifications),  and the dates
to which the Annual Base Rent and  Additional  Rent have been paid,  and stating
whether or not to the best knowledge of the signer of such certificate  Landlord
is in default in the performance of any covenant,  agreement, term, provision or
condition  contained in this Lease,  and, if so, specifying each such default of
which the signer may have  knowledge,  it being intended that any such statement
delivered  pursuant  hereto may be relied upon by any  prospective  purchaser or
lessee of the Building  hereunder,  the Land or by any mortgagee or  prospective
mortgagee  thereof,  or by any  prospective  assignee of any mortgagee  thereof.
Tenant  shall also  execute  and  deliver  from time to time such other  similar
certificates as may be required by a lender having an interest in this Lease.

                                  ARTICLE XXXI
                  Plurals and Pronouns, Successors and Assigns
                  --------------------------------------------

         31.1 The word "Tenant", wherever used in this Lease, shall be construed
to mean  tenants  it' there  shall be more than one  tenant  hereunder,  and the
necessary  grammatical  changes required to make all provisions  hereof apply to
corporations,  partnerships or individuals,  men or women, shall in all cases be
assumed as though in each case fully expressed.

         31.2 Each provision  hereof shall extend to and shall,  as the case may
require,  bind and  inure to the  benefit  of  Landlord  and  Tenant  and  their
respective heirs, legal representatives,  successors and assigns,  provided that
this  Lease  shall  not  inure  to the  benefit  of any  assignee,  heir,  legal
representative,  transferee or successor of Tenant except as provided in Article
VII of this Lease.

<PAGE>
                                                                              22

                                  ARTICLE XXXII
                    Entire Agreement; Captions; Severability
                    ----------------------------------------

         32.1 This Lease  shall be governed by the laws of the State of Florida.
This Lease contains the entire agreement between the parties,  and any executory
agreement  simultaneously  or  hereafter  made  shall be  ineffective  to amend,
modify,  or terminate it in whole or in part unless such executory  agreement is
in writing and signed by the party against whom  enforcement  of the  amendment,
modification, or termination is sought.



         32.2 The  captions  in this  Lease  are  inserted  only as a matter  of
convenience  and for  reference and in no way define limit or describe the scope
of this Lease nor the intent of any provision thereof.


         32.3 Each and every  covenant of this Lease is distinct  and  severable
and if any  provision  of this  Lease is held  invalid  by a court of  competent
jurisdiction or any governmental  authority the same shall be stricken  herefrom
without affecting the validity of this Lease.

                                 ARTICLE XXXIII
                                   Exculpation
                                   -----------

         33.1 Tenant agrees that it shall look solely to Landlord's  interest in
the  Land  and  Building  for  recovery  in  the  event  of any  default  in the
performance  or  observance  of any of the terms or conditions of this Lease and
nothing in this Lease shall impose any personal liability upon Landlord,  or any
entity or person who at any time may in whole or in part  comprise  Landlord  or
any successor thereto, or any other person having or acquiring any rights, title
or interest in the Land and/or Building,  and, in the event of default upon this
Lease,  no deficiency or any other money  judgment  shall be rendered or entered
against Landlord personally or any such other entity or person.


                                  ARTICLE XXXIV
                            Memorandum for Recording
                            ------------------------

         34.1 The parties hereto shall,  upon the written  request of either one
to the other, execute a Memorandum of this Lease, for recording in the office of
the Recorder of Hillsborough County,  Florida in accordance which the law of the
State of Florida,  now or hereafter in force.  When the commencement  date shall
have been determined,  an additional such Memorandum may be similarly  requested
identifying the Commencement Date and the termination of the Term hereof.

                                  ARTICLE XXXV
                            Continuance of Occupancy
                            ------------------------

         35.1 It is further  agreed by Landlord  and Tenant  that  Tenant  shall
physically  occupy the  Demised  Premises  during  the entire Term  inasmuch  as
tenant's continued  occupancy of the Demised Premises and the regular conduct of
its business therein are of the utmost importance to the Landlord in the renewal
of other leases in the Building, in the renting of vacant space to other tenants
and in the  maintenance  of the  character  and quality of the  Building.  Thus,
should  Tenant move out of the Demised  Premises  prior to its lease  expiration
without  the  consent of  Landlord,  the Tenant  shall have  breached  its lease
obligation herein and in such case all future rents shall become immediately due
and payable.

                                  ARTICLE XXXVI
                                    Brokerage
                                    ---------

         36.1 Tenant  covenants and represents that it has negotiated this Lease
directly solely with Landlord's agent, CB Commercial Real Estate Group, Inc. and
has not acted by implication or otherwise to Authorize nor has it authorized any
other real estate  broker or salesman  to act for it in these  negotiations  and
agrees to defend,  indemnify and hold harmless  Landlord from any and all claims
by any such real estate broker or salesman for a commission or finder's fee as a
result of Tenant's entering into this Lease.


<PAGE>
                                                                              23


                                 ARTICLE XXXVII
                                    Holdover
                                    --------

         38.1 If,  with  Landlord's  consent,  Tenant  holds  possession  of the
Demised Premises after the term of this Lease, Tenant shall become a tenant from
month  to  month  upon  the  terms  herein  specified  but at a  monthly  rental
equivalent to One Hundred  Seventy-Five  Percent  (175%) of the then  prevailing
rental paid by Tenant at the  expiration  of the term of this Lease  pursuant to
all the provisions hereof, payable in advance on or before the first day of each
month,  and Tenant shall  continue in  possession  until such  tenancy  shall be
terminated by Landlord or until Tenant shall have given to Landlord  thirty (30)
days written notice in advance of its intention to terminate such tenancy.

                                 ARTICLE XXXVIII
                                   Relocation
                                   ----------

         38.1 Landlord, upon Tenant's reasonable consent shall have the right to
relocate the Demised Premises to another part of the Building in accordance with
the following:


         (a) The new Demised Premises shall be  substantially  the same in size,
dimensions,  configuration,  decor  and  nature  as  are  the  Demised  Premises
described  in this Lease,  and shall be placed in that  condition by Landlord at
its cost;

         (b)  The  physical   relocation  of  the  Demised   Premises  shall  be
accomplished by Landlord at its cost;


         (c) Landlord shall give Tenant at least thirty (30) days written notice
of Landlord's intention to relocate the Demised Premises;

         (d) The physical relocation of the Demised Premises shall take place on
a weekend and shall be completely  accomplished  before the Monday following the
weekend in which the relocation takes place. If the physical  relocation has not
been completed in that time, rent shall abate in full from the time the physical
relocation commences to the time it is completed:

         (e)  All  reasonable  costs  incurred  by  Tenant  as a  result  of the
relocation,  including, without limitation, costs incurred in changing addresses
on stationery,  business cards, directories,  advertising,  and other reasonable
items, shall be paid by Landlord;

         (f) Landlord shall not have the right to relocate the Demised  Premises
more than one time during the term;

         (g) If the  relocated  Demised  Premises  are smaller  than the Demised
Premises as they existed  before  relocation,  Annual Base Rent shall be reduced
pro rata; and

         (h) The parties hereto shall  immediately  execute an amendment to this
Lease stating the relocation of the Demised Premises and the reduction of Annual
Base Rent, if any.





<PAGE>
                                                                              24

                                  ARTICLE XXXIX
                                  Miscellaneous
                                  -------------

         39.1 The  submission of this Lease for  examination  by Tenant does not
constitute a reservation of or option for the Demised  Premises,  and this Lease
shall become  effective only upon execution and delivery thereof by Landlord and
Tenant. If any term of this Lease or any application thereof shall be invalid or
unenforceable,  the  remainder of this Lease and any other  application  of such
term  shall  not  be  affected  thereby.  This  Lease  may be  changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against whom such enforcement of such change,  waiver,  discharge or termination
is sought. Subject to Article VII, this Lease shall be binding upon and inure to
the benefit of and be enforceable  by the  respective  successors and assigns of
the  parties  hereto.  All  covenants  and  agreements  of Tenant  and  Landlord
hereunder  shall be  deemed  to be and  shall be  construed  as a  separate  and
independent  covenant  of the party bound by or making the same and shall not be
dependent on any other provision of this Lease except as  specifically  provided
for herein.

                                   Article XLI
                               Telecommunications
                               ------------------

         40.1 Tenant and tenant's telecommunication companies, including but not
limited to local exchange  telecommunications  companies and alternative  access
vendor services companies  ("Telecommunications  Companies") shall have no right
of access  to and  within  the lands or  buildings  comprising  landlord's  real
property,  for the  installation  and  operation of  telecommunications  systems
including   but  not   limited   to   voice,   video,   data,   and  any   other
telecommunications   services  provided  over  wire,  fiber  optic,   microwave,
wireless,  and any  other  transmission  systems,  for  part or all of  tenant's
telecommunications  within  the  building  and from the  building  to any  other
location (hereinafter collectively referred to as "Telecommunications Systems"),
without landlord's prior written consent,  which except as otherwise provided in
section 41.3 below,  landlord may withhold in its sole and absolute  discretion.
Provided  however,  landlord  hereby  licenses  tenant and through  tenant,  its
Telecommunications Companies approved in advance in writing by landlord prior to
the  commencement  of any  work,  the right to  install,  repair  arid  maintain
tenant's  Telecommunications  Systems at tenant's sole cost and expense,  to the
extent the same are depicted on the attached schedule of plans, schematics,  and
specifications marked as Exhibit C.

         40.2 If at any time hereafter, tenant's Telecommunications Companies or
appropriate  governmental authorities relocate the point of demarcation from the
location of tenant's  telecommunications  equipment  in the  tenant's  telephone
equipment room on tenant's floor ("Rate  Demarcation  Point" or "RDP"),  to some
other point,  or in any other manner transfer any obligations of liabilities for
telecommunications  to the  landlord or tenant,  whether by  operation of law or
otherwise,  upon landlord's election, tenant shall, at tenant's sole expense and
cost:  (1)  within  thirty  (30) days after  notice is first  given to tenant of
landlord's election, cause to be completed by an appropriate  telecommunications
engineering  entity  approved in advance in writing by landlord,  all details of
the  Telecommunications  Systems  serving  tenant in the building  which details
shall include all appropriate plans,  schematics,  and  specifications;  and (2)
immediately   undertake   the   operation,   repair  and   maintenance   of  the
Telecommunications  Systems  serving tenant in the building;  and (3) effect the
complete  removal of all or any portion or  portions  of the  Telecommunications
Systems  serving tenant in the building,  upon the  termination of the lease for
any reason, or upon expiration of the lease.

         Prior  to  the   commencement  of  any   alterations,   additions,   or
modifications to the Telecommunications  Systems serving tenant in the building,
except for minor  changes,  tenant shall first obtain  landlord's  prior written
consent by written request accompanied by detailed plans, schematics, and




<PAGE>
                                                                              25




specifications  showing  all  alterations,  additions  and  modifications  to be
performed,  with a time schedule for completion of the work, and the identity of
the entity which will perform the work, for which,  except as otherwise provided
in section 41.03 below,  landlord may withhold  consent in its sole and absolute
discretion.

         40.3  Without  limiting  landlord's  right to  reasonably  withhold its
consent  to  a  proposed  request  for  access,  or  addition,   alteration,  or
modification  of the  Telecommunications  System serving tenant in the building,
the withholding of such consent will be deemed reasonable if:


         (i) In the reasonable  judgement of landlord,  the proposed  actions of
the tenant  and its  Telecommunication  Company  causes  new  obligations  to be
imposed on  landlord,  causes any  exposure of landlord to any  liability of any
nature or description,  causes landlord's insurance premiums for the building to
increase,  causes  landlord's  insurance  coverage  to be  imperiled,  or causes
liabilities for which landlord is unable to obtain insurance protection;


         (ii)  In  the   reasonable   judgment   of   landlord,   the   tenant's
Telecommunications  Company is unwilling to pay reasonable monetary compensation
for the use and occupation of the building for the Telecommunications System:


         (iii) In the  reasonable  judgment  of  landlord,  the  tenant  and its
Telecommunications  Company  would  cause any work to be  performed  that  would
adversely  affect  the land and  building  or any space in the  building  in any
manner;


         (iv)   Tenant    encumbers   or   mortgages   its   interest   in   any
telecommunications  wiring of cabling,  whether  copper,  fiber,  or through any
other type connectivity; or

         (v) Tenant is in default under this Lease.

         40.4  Tenant  will  indemnify  and  hold  harmless   landlord  and  its
employees, agents, officers, and directors from and against any claims, demands,
penalties, fines, liabilities,  settlements,  damages, costs, or expenses of any
kind or nature, known or unknown, contingent or otherwise,  arising out of or in
any way  related  to the  acts  and  omissions  of  tenant,  tenant's  officers,
directors,  employees,  agents,  contractors,  subcontractors,  subtenants,  and
invitees with respect to (1) any  Telecommunications  Systems serving the tenant
in the building which are on, from, or affecting the land and building;  (2) any
personal injury (including wrongful death) or property damage (real or personal)
arising out of or related to any  Telecommunications  Systems serving the tenant
in the building  which are on, from, or affecting the building;  (3) any lawsuit
brought or threatened,  settlement  reached,  or governmental  order relating to
such   Telecommunications   Systems;   (4)  any  violations  of  laws,   orders,
regulations,  requirements,  or  demands  of  governmental  authorities,  or any
reasonable policies or requirements of landlord,  which are based upon or in any
way related to such Telecommunications Systems,  including,  without limitation,
attorney and  consultant  fees,  court costs,  and  litigation  expenses.   This
indemnification  and hold harmless  agreement will survive this lease.  Under no
circumstances shall the landlord be required to maintain,  repair or replace any
building  systems or any  portions  thereof,  when such  maintenance,  repair or
replacement  is caused in whole or in part by the  failure of any such system or
any portions thereof,  and/or the requirements of any governmental  authorities.
Under no  circumstances  shall  the  landlord  be  liable  for  interruption  in
telecommunications  services  to the tenant or any other  entity  affected,  for
electrical spikes or surges,  or for any other cause whatsoever,  whether by Act
of God or  otherwise,  even if the same is caused by the ordinary  negligence of
landlord,  the  landlord's  contractors,  subcontractors,  or  agents  of  other
tenants, subtenants, or their contractors, subcontractors, or agents.

                                  ARTICLE XLII
                             Right of First Refusal
                             ----------------------

         Tenant shall have a right of first refusal  ("Right of First  Refusal')
to lease  the space in the  Building  that is  adjacent  to any  portion  of the
Demised Premises (the 'Adjacent Space"). Landlord shall notify Tenant in writing
if any such Adjacent  Space is available  for lease and provide  Tenant with ten
(10) business days notice of Tenant's right to lease any such Adjacent Space. In
connection therewith, if Tenant elects to lease said Adjacent Space, then Tenant
shall provide Landlord with written notice of such election within such ten (10)
day period and this Lease shall be modified to include such Adjacent  Space,  as
part of Demised  Premises,  and the Annual Base Rent and Additional Rent payment
obligations of Tenant shall be appropriately increased to reflect the additional
leased  space  based  upon the  same  Annual  Base  Rent per  square  foot  then
currently,   being  charged   Tenant.   Landlord's   obligations  to  provide  a
construction allowance

<PAGE>
                                                                              26

shall  likewise apply to the lease of such Adjacent Space except that the amount
of Tenant's  Allowance (i.e.  Seven Dollars  ($7.00)) shall be reduced by Twenty
cents ($.20) per rentable  square foot for each month (or portion  thereof which
has expired since the Commencement Date and Tenant shall be obligated to pay the
difference,  if any (e.g. if the Right of First Refusal is exercised in the 15th
month following the Commencement Date the amount of Tenant's Allowance available
on a per square  foot  basis  shall be  reduced  from  $7.00 to $4.00),  and the
Commencement  Date to pay for Rent for such Adjacent  Space shall be thirty (30)
days following  Landlord's  receipt of Tenant's election notice. The term of the
lease of such Adjacent Space shall run  concurrent  with the Term of this Lease.
Failure of Tenant to exercise its first Right of First Refusal to lease shall be
deemed a waiver with respect to any future offers received by Landlord. Tenant's
Right  of  First  Refusal  as set  forth in this  Article  shall  in all  events
terminate  and expire upon the  expiration of the second (2nd) Lease year of the
initial term of the Lease.

                                  Article XLIII
                              Right of Termination
                              --------------------


         At any time during the twelfth (12th) month of this Lease, Tenant shall
have a  one-time  right  to  terminate  this  Lease  ("Right  of  Termination"),
effective  upon the  expiration  of the  fifteenth  (15th)  month of this Lease,
provided  however  that during such twelfth  (12th)  month Tenant has  delivered
written  request to Landlord  to provide  expansion  space to Tenant  ("Tenant's
Expansion Notice") up to an additional fifteen thousand (15,000) rentable square
feet ("Expansion  Space") and states therein  Tenant's  election to terminate if
Landlord is unable to fulfill  Tenant's  request for  Expansion  Space  anywhere
within the Building  within  ninety (90) days of such request  (provided  ninety
(90)  day  period  shall  exclude  Landlord's   obligation  to  complete  Tenant
improvements). The amount of Expansion Space requested by Tenant within Tenant's
Expansion  Notice  shall be  reduced by the amount of  rentable  square  feet of
Adjacent Space taken by Tenant and in no event shall the Expansion Space and the
Adjacent Space  collectively  exceed fifteen thousand  (15,000)  rentable square
feet.  Tenant  shall not be entitled  to  terminate  the Lease  pursuant to this
subsection  if Tenant has failed to exercise a Right of  Termination  offered by
Landlord  prior to the  expiration  of the twelfth  (12th)  month;  Tenant is in
default under any term or condition set forth in this Lease; Landlord offers the
Expansion  Space to Tenant  anywhere  within the  Building by written  notice to
Tenant  within thirty (30) days of receipt of Tenant's  Expansion  Notice and/or
Tenant  Expansion  Notice of  termination  is not  accompanied by a cash payment
(which  shall be a  termination  fee) in an  amount  equal to two (2)  months of
Annual  Base Rent for the  initial  space and any  Adjacent  Space,  Thirty  six
thousand seven hundred  eighty six Dollars  ($36,786)  representing  unamortized
commission  and Tenant  Allowance  related to the initial space and  unamortized
commission and Tenant Allowance  related to any Adjacent Space, as determined by
Landlord.  The Tenant  Allowance shall be amortized over a three (3) year period
for purposes of this paragraph.  In the event Tenant shall fail to exercise this
Right of  Termination  or  satisfy  the  conditions  precedent  to such Right of
Termination as herein stated, Tenant shall be deemed to have waived its right (o
terminate  pursuant to this  paragraph and this Lease shall remain in full force
and effect.  Tenant  acknowledges  that Landlord may offer the  Expansion  Space
anywhere within the Building.  In the event Landlord provide  Expansion Space to
Tenant,  then this  Lease  shall  automatically  be  modified  to  include  such
Expansion  Space,  as part of the  Demised  Premises,  the Annual  Base Rent and
Additional Rent payment  obligations of Tenant shall be appropriately  increased
to reflect the additional  leased space based upon the same Annual Base Rent per
square foot then  currently  being charged  Tenant and Landlord shall return the
termination  fee to Tenant.  Landlord's  obligations  to provide a  construction
allowance in the amount of Seven Dollars  ($7.00) per rentable square foot shall
likewise apply to the lease of such Expansion Space,  and the Commencement  Date
to pay for Rent for such  Adjacent  Space  shall be thirty  (30) days  following
Landlord's  notice to tenant of the  existence of the Expansion  Space.  In such
event the Term of the lease for the initial Demised  Premises and such Expansion
Space shall be extended  for an  additional  three (3) years upon the same terms
and  conditions  set forth in this Lease,  however the Annual Base Rent shall be
"Market Rent" (as hereinafter defined and calculated), however in no event shall
the Market Rent be less than the Base Annual Rent for the preceding Lease Year.


                                  Article XLIV
                                 Rent Abatement
                                 --------------

         Provided  Tenant is not in default  under any term or condition of this
Lease  and  further  provided  that  Tenant  has  not  exercised  its  Right  of
Termination as set forth in Article XLIII above, Tenant shall be entitled to two
(2) months  abatement of Annual Base Rent (for the initial 5,674 rentable square
feet leased and  specifically  excluding any Annual Base Rent  attributed to the
Expansion Space or the Adjacent Space) in month thirty (30) and month thirty-six
(36) of the Lease Term.

<PAGE>
                                                                              27

                                   ARTICLE XLV
                                 Option to Renew
                                 ---------------

         Provided  Tenant is not in default  under any term or condition of this
Lease  and  further  provided  that  Tenant  has  not  exercised  its  Right  of
Termination as set forth in Article XLIII above, Tenant shall have the option of
extending this Lease for one (1) additional term (hereinafter referred to as the
"Extension Term") for two (2) years on the same terms and conditions as provided
herein except that the Annual Base Rent shall be at "Market Rent". Notice of the
exercise of such option shall be  delivered  by Tenant to Landlord,  in writing,
not later than one hundred and eighty (180) days prior to the  expiration of the
initial  Term of the Lease.  The term  "Market  Rent" shall mean the Base Annual
Rent for the Demised  Premises at the time in question which Landlord sets forth
in a notice  (hereinafter  referred  to as the "Market  Rent  Notice") to Tenant
within  thirty (30) days from receipt of Tenant's  notice of the exercise of its
option to renew.  In the event that Tenant shall,  in good faith,  disagree with
the Market Rent set forth in the Market Pent Notice  established by Landlord for
the Demised  Premises,  Tenant shall,  within five (5) days after receipt of the
Market Rent Notice,  furnish  Landlord with a written  explanation in reasonable
detail of the basis for Tenant's good faith  disagreement,  the amount which, in
Tenant's good faith opinion,  is the Market Rent for Extension  Term  ("Tenant's
Notice").  If Tenant's  Notice is not received by Landlord  within said five (5)
day  period,  the Market  Rent shall be the Market  Rent set forth in the Market
Rent Notice to Tenant. If Tenant's Notice is received by Landlord with said five
(5) day  period,  then  the  Market  Rent  for the  Demised  Premises  shall  be
established by an M.A.I.  appraiser mutually selected by Landlord and Tenant. If
Landlord  and Tenant can not agree on an  appraiser , Landlord  and Tenant shall
promptly apply to the local office of the American  Arbitration  Association for
the  appointment of an appraiser whose decision shall be binding on Landlord and
Tenant.  All fees, costs and expenses  incurred in connection with obtaining the
appraiser  and the  resulting  Market Rent shall be Tenant's  expense,  however,
Landlord  and Tenant shall each bear their own  attorneys'  fees  incurred  with
respect to this procedure.  Notwithstanding the foregoing, in no event shall the
Market Rent be less than the Base Annual Rent for the preceding Lease Year.


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

/s/ Sondra J. Sobal                LANDLORD:
-------------------------------
                                   TAMPA I ASSOCIATES, LTD., 
-------------------------------    a Florida Limited Partnership

                                   BY:  SONGY PARTNERS LIMITED,
                                        a Florida Limited Partnership
                                        Its General Partner

                                        BY:  SPL FLORIDA, INC.,
                                             a Florida Corporation
                                             Its General Partner

                                           BY: /s/ David B. Songy
                                           Its: President David B. Songy







 /s/ Sue McCammon                  TENANT:
-------------------------------
 /s/ Tayra Ann Cox                 AFFINITY ENTERTAINMENT, INC, a
-------------------------------    Delaware corporation


                                   BY: /s/ William J. Busso
                                       -----------------------------------
                                  ITS: President
                                       -----------------------------------

                                            (CORPORATE SEAL)



<PAGE>
                                                                              28






                                    Landlord

STATE OF FLORIDA

COUNTY OF PALM BEACH, SS:

         The foregoing  instrument was  acknowledged  before me this 25th day of
July,  1996,  by  David B.  Songy,  as  President,  on behalf of said Tampa I
Associates.  He/She  is:  (x)  personally  known  to  me;  or ( )  has  produced
______________________________ as identification.



My Commission expires:             _____________________________________________

                                   Notary Public, State of Florida

                                   /s/ Catherina T. Engles


                                   [OFFICIAL NOTARY SEAL
                                    CATHERINA T ENGLES
                                    NOTARY PUBLIC STATE OF FLORIDA
                                    COMMISSION NO. CC259089
                                    MY COMMISSION EXP. FEB. 11, 1997]
                                   _____________________________________________
                                   Printed Name



STATE OF FLORIDA

COUNTY OF HILLSBOROUGH, SS:


         The foregoing  instrument was  acknowledged  before me this 19th day of
July,  1996, by W. Busso,  as President,  on behalf of said Affinity Ent.,  Inc.
He/She   is  :   (x)   personally   known   to   me;   or  (  )   has   produced
____________________________________________ as identification.


My Commission expires:             _____________________________________________

                                   Notary Public, State of Florida

                                   /s/ Carolyn Sue McCammon


                                   [OFFICIAL NOTARY SEAL
                                    CAROLYN SUE MCCAMMON
                                    MY COMMISSION # CC 440005
                                    EXPIRES: April 18, 1999
                                    Bonded Thru Public Underwritters
                                   _____________________________________________
                                   Printed Name


<PAGE>
                                                                              29


                                    EXHIBITS
                                    --------

A.       Demised Premises

B.       Legal Description

C.       Landlord's Work

D.       Annual Base Rent

E.       Rules and Regulations

F.       Disclosure Statement




<PAGE>
                                                                              30




                                    EXHIBIT A
                                DEMISED PREMISES



                     [schematic plan appears on this page]











<PAGE>
                                                                              31


                                   EXHIBIT B
                               LEGAL DESCRIPTION
                               PalmLake, Phase I
                               -----------------

Tract "MI3" and the northwesterly 145.28 feet of Tract "MI4" of Tampa Palms Unit
IB,  according,  to the replat  recorded  in Plat Book 60, Page 28 of the Public
Records of Hillsborough County, Florida.

Less and except future bank sites:

         Begin at the  westerly-most  corner of said Tract "MI3" being the point
of  intersection  of the  northeasterly  right-of-way  line of Amberly  Drive (a
100.00 foot wide  right-of-way) and the northwesterly  line of said Tract "M13";
thence N41 decrees 43'50" E, along said  northwesterly  line of Tract "M13", for
162.46 feet;  thence S18 degrees  16'10" E, along a line being  parallel to said
northeasterly  right-of-way  line of Amberly Drive, for 326.31 feet to the point
of curvature of a tangent curve concave to the West;  thence southerly along the
arc of said curve  having for its  elements  a radius of 30.00  feet,  a central
angle of 98 degrees 28' 07", an arc length of 51.56 feet and a chord bearing and
distance of 506 degrees 57' 54" W, 45.44 feet to the point of  tangency;  thence
S50  degrees  11'57" W for  131.26  feet to a point on the arc of a  non-tangent
curve concave to the Southwest (a radial line bears S43 degrees 38' 16" W), said
point being on the  aforedescribed  northeasterly  right-of-way  line of Amberly
Drive,  and along said  right-of-way  line the  following  two (2) courses:  (1)
thence  northwesterly  along the arc of said  curve  having  for its  elements a
radius of 3,230.68 feet, a central angle of 01 degrees 54' 26", an arc length of
107.54 feet and a chord  bearing  and  distance of N47 degrees 18' 57" W, 107.54
feet to the point of tangency;  (2) thence N 18 degrees 16' 10" W of 229.13 feet
to the POINT OF BEGINNING.

PALMLAKE PHASE ONE containing 5.87 acres, more or less.




<PAGE>
                                                                              32



                                    EXHIBIT C
                                 Landlord's Work
                                 ---------------











<PAGE>
                                                                              33




                                    EXHIBIT D
                                Annual Base Rent
                                ----------------

Security Deposit:          $ 7712.38

Base Rent:                 $ 16.50 per s.f. as described in Paragraph No. 1,

Expense Stop:              A $6.50  allowance shall be included in the Base Rent
                           for operating expenses, taxes, maintenance costs, and
                           all other cost pass  through to LESSEE.  In the event
                           operating  expenses,  taxes,  maintenance  costs,  or
                           other  cost pass  through  exceed  $6.50 they will be
                           passed on to LESSEE  for his  proportionate  share as
                           defined herein.

Monthly Rent:              $ 7712.38

Sales Tax:                 Six and one-half (6-1/2%) Percent

Initial Monthly Rent with Sales Tax:          $8213.69

Adjustments:               17.00  per  rentable square foot for the second (2nd)
                           Lease year  
                           17.50 per  rentable  square  foot for the third (3rd)
                           Lease year 
                           Market  Rent  for any  Extension Term provided for in
                           Articles XLIII or XLV




<PAGE>

                                                                              34




                                    EXHIBIT E
                              Rules and Regulations
                              ---------------------



         1.  Landlord  shall have the right to control  and  operate  the public
portions  of the  Building  and the  public  facilities,  as well as  facilities
furnished for the common use of the tenants, in such manner as it deems best for
the benefit of the tenants  generally,  and so as not to unreasonably  interfere
with the  business of tenants.  No tenant shall invite to the premises or permit
the visit of,  persons in such numbers or under such  conditions as to interfere
with the use and enjoyment of the entrances, corridors, elevators and facilities
of the Building by other tenants.


         2.  Landlord may refuse  admission to the Building  outside of ordinary
business hours to any person not known to the watchman in charge or not having a
pass issued by Tenant or not  property  identified,  and may require all persons
admitted  to or leaving  the  Building  outside of  ordinary  business  hours to
register.  Landlord  assumes no  responsibility  and shall not be liable for any
damage  resulting  from any  intentional  or  negligent  errors or  omissions of
Tenants   or  either   agents  or  assigns  in  regards  to  any  such  pass  or
identification,  or  from  the  admission  of  any  unauthorized  person  to the
Building.

         3. Tenant shall not be permitted to install vending machines or similar
types of electric  appliances such as coffee makers, hot plates or space heaters
and no tenant  shall  obtain  or accept  for use in the  premises,  ice,  coffee
service, catering,  drinking water, barbering, and boot blacking from any person
not authorized by Landlord in writing to furnish such service,  provided always,
that the charges for such  services by persons  authorized  by Landlord  are not
excessive.

         4. No  awnings  or other  projections  over or around  the  windows  or
entrances of the premises shall be installed by any tenant.

         5. Freight, furniture, business equipment, merchandise and bulky matter
of any  description  ordinarily  shall  be  delivered  to and  removed  from the
premises  only in the freight  elevator  and through  the service  entrance  and
corridors,  but special arrangements will be made for moving large quantities of
furniture  and  equipment  into  or  out  of  the  Building.   No  tenant  shall
unreasonably obstruct entries, corridors,  stairways or elevators. Food shall be
transported in the elevators only in properly wrapped and sealed containers.

         6. All  entrance  doors in the  premises  shall be left locked when the
premises are not in use.

         7. Canvassing, soliciting or peddling in the Building is prohibited and
each Tenant shall cooperate to prevent the same.

         8. 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 Building for any purpose other than that of the business address
of Tenant.

         9. Except is may be approved in writing by  Landlord,  Tenant shall not
attach or permit to be attached additional locks or similar devices to any door,
transom  or window or the  premises-,  change  existing  locks or the  mechanism
thereof;  or make or permit to be made any Keys for any door thereof  other than
those  provided by  Landlord.  (If more than two keys for one lock are  desired,
Landlord will provide them upon payment therefor by Tenant.)

         10.  Tenant agrees that it shall not willfully do or omit to do any act
or thing which shall  discriminate  or segregate upon the basis of race,  color,
sex,  creed or national  origin in the use and occupancy or in any subleasing or
subletting of the Demised Premises.

         11.  Landlord  reserves  the  right by  written  notice to  Tenant,  to
rescind,  alter or waive any rule or regulation at any time  prescribed  for the
Building when, in Landlord's reasonable judgment, it is necessary,  desirable or
proper for the best interest of the Building and its Tenants.

         12.  Tenant  shall not carry on or  permit to be  carried  on upon said
premises  or any part  thereof any immoral or illegal  business,  gambling,  the
selling of pools, lotteries or any business that is prohibited by law.


<PAGE>
                                                                              35




         13.  Landlord  shall  provide  Tenant a reasonable  number of directory
information  strips  identifying Tenant in the Building directory located on the
ground floor of the Building.

         14. No signs, placards,  etc. shall be attached to windows or displayed
through  windows on any floor other than the ground  floor.  Ground  floor signs
must be approved  by Landlord  and will be of a poster and stand type placed not
closer than twelve inches from the outside glass.

         15. Building Standard window coverings must be used,  additional window
covering if desired must be installed on the inside of Building  Standard window
coverings.

         16. The drinking fountains, lavatories, water closets and urinals shall
not be used for any purpose other than those for which they were installed.

         17. Tenant shall not allow occupancy of the Demised  Premises to exceed
an average of five (5) persons per one thousand  (1000)  square feet of rentable
area.




<PAGE>
                                                                              36


                                    EXHIBIT F
                                   Disclosure
                                   ----------



1. AGENCY DISCLOSURE


         CB COMMERCIAL REAL ESTATE GROUP, INC. is by this document giving notice
to Name of Licensee and License  Status ________________________________________
that he/she/it is the agent of the TAMPA I ASSOCIATES, LTD.


2. RADON GAS - Notice to Prospective Purchaser/Tenant

         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
regarding  radon and radon testing may be obtained from your county health unit.
Pursuant to 404.056 (8), Florida Statutes.


3. COMPENSATION

         If applicable,  the undersigned  acknowledges  that CB Commercial Real
Estate  Group,  Inc. is being paid by the owner.  Pursuant to Rule 2.13.003 (2),
Florida Administrative Code.


4.       The  undersigned(s)  acknowledges that this written notice was received
before the  undersigned(s)  signed a contractual  offer or lease  agreement,  in
compliance with 475.25 (1) (q), Florida Statutes,  and Rule 21V-10.033,  Florida
Administrative Code.




               /s/ William J. Busso              7/19/96
               --------------------------------  ----------
               Signature of Tenant               Date




               --------------------------------  ----------
               Signature of Agent                Date




<PAGE>
                                                                              38

                  NEW TENANT DIRECTORY SIGNAGE INFORMATION



                            PALMLAKE OFFICE BUILDING
                            ------------------------
                               15310 Amberly Drive
                                 Tampa, FL 33647



Directory Signage information:

Please indicate  below how you want your company listed on the lobby  directory,
then sign and return to the management office as soon as possible:

                            CB Commercial Real Estate
                         153 10 Amberly Drive, Suite 250
                                 Tampa, FL 33647
                        (813) 979-1655 Fax (813) 975-0116



DIRECTORY SIGNAGE-Lobby: Company Name: AFFINITY ENTERTAINMENT, INC. (No Charge)
                         (Limited to 2 lines) _________________________________

                          Office/Suite #                   370
                                          _____________________________________


SIGNAGE OUTSIDE DOOR:     (Includes Office Number and the Name of Your Company).
                     Company Name: AFFINITY ENTERTAINMENT, INC.

                              __________________________________________________


                              __________________________________________________

                                 Office/Suite #               370
                                                 _______________________________

APPROVED:
---------

BY:      _______________________________________________

DATE:    _______________________________________________

Please  allow four weeks for delivery  and  installation.  Tenant will be billed
after installation.

<PAGE>

                                                                              39


TO: PALMLAKE TENANTS

FROM: CB COMMERCIAL REAL ESTATE GROUP, INC.

RE: SECURITY CARDS

Please list the names of any employee that will require  access to this building
in the evening or on weekends.  If the card becomes lost, misplaced or destroyed
in any way,  there is a $10.00 fee  charged to recode the system to remove  that
security card number.

Any additional cards required will be $10.00 each.

Thank you for your help and cooperation.

Susan Gries
Regional Property Manager
979-1655

______________________________________________________________________


NAME OF COMPANY:  AFFINITY ENTERTAINMENT, INC.

PERSONS AUTHORIZED FOR SECURITY CARDS: (Please Print) 

I wish the following employees to have 24 hour access to the building:

NAMES                              SOCIAL SECURITY NUMBERS

William J. Busso
--------------------------------------------------------------------------------

Elliot Bellen
--------------------------------------------------------------------------------

Sue McCammon
--------------------------------------------------------------------------------

Tayra Cox
--------------------------------------------------------------------------------



/s/ William J. Busso               President
------------------------------     -------------------------------------
Authorized Signature               Title


7/19/96
------------------------------
Date