LANDLORD'S CONSENT TO SUBLEASE AND
                       SUBLESSEE'S OPTION TO BECOME TENANT

This Agreement made and entered into as of the 28th day of December, 1999 by,
between and among SPRING LAKE PARTNERS, a Florida general partnership, of 1111
Lincoln Road, Suite 800, Miami Beach, FL 33139 (hereafter "Landlord"), KENWICK,
INC., a Florida corporation, doing business as AMERICAN VIDEO LANGUAGE
INSTITUTE, of 2455 E. Sunrise Blvd., Fort Lauderdale, FL 33304 (hereafter
"Tenant"), FISHER ISLAND LANGUAGE, INC., a Florida corporation, doing business
as INLINGUA LANGUAGE INSTITUTE, Inc., of 2455 E. Sunrise Blvd., Fort Lauderdale,
FL 33304 (hereafter "Subtenant" and "New Tenant"), and DONALD TUCK, of 2455 E.
Sunrise Blvd., Fort Lauderdale, FL 33304 (hereafter "Guarantor").

                                   WITNESSETH:

WHEREAS, Landlord and Tenant have entered into a lease dated April 21, 1987 for
premises known as Suite 512, International Building, 2455 E. Sunrise Blvd., Fort
Lauderdale, FL 33304 (hereafter the "Building") the lease hereafter being
referred to as the "Lease"; and

WHEREAS, Tenant desires to sublease to Subtenant and Subtenant desires to
sublease from Tenant the Premises (hereafter the "Sublease") and Landlord's
consent to the Sublease is required pursuant to the terms of the Lease; and

WHEREAS, Landlord is willing to consent to the Sublease on the terms and
conditions contained in this Agreement, subject to New Tenant agreeing to the
provisions herein contained relating to an Option to enter into the New Lease
and Tuck executing and delivering to Landlord his Guaranty of New Tenant's
obligations under the New Lease in the form annexed hereto as Exhibit A, subject
to New Tenant's exercise of the Option; and

WHEREAS, as partial consideration for Subtenant's execution and delivery of this
Agreement and as an inducement to Landlord to consent to the Sublease, Landlord
and New Tenant agree that Landlord shall grant an Option to New Tenant to become
the Tenant of the Premises upon the termination of the Lease.

NOW THEREFORE, the parties hereto in consideration of their mutual promises
herein contained do hereby agree as follows:

1.    The foregoing recitals are true and correct in all respects.
2.    Attached hereto as Exhibit A is a copy of the Sublease between Tenant and
      Subtenant which Tenant and Subtenant have executed and delivered subject
      to Landlord's consent to such Sublease. In accordance with the provisions
      of Section 13 of the Lease, Landlord hereby consents to the Sublease in
      the form of Exhibit B.


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<PAGE>

3.    Tenant agrees that the Lease shall expire on May 31, 2002 and that the
      option granted to Tenant in the Lease to renew the Lease shall be and it
      is hereby terminated.

4.    The terms and provisions of the New Lease shall be the same as those in
      the Lease (except for the Addendum to the Lease which shall be deleted
      therefrom), except as follows: The Lease Term shall be five (5) years with
      the Lease Commencement Date on June 1, 2002 and the Lease Expiration Date
      on May 31, 2007. The Rent Commencement Date shall be June 1, 2002. The
      Tenant under the New Lease shall be New Tenant and the Landlord under the
      New Lease shall be Landlord. The Security Deposit under the New Lease
      shall be $6,356.48 which shall be deposited by New Tenant with Landlord
      together with New Tenant's written exercise of the Option. New Tenant
      shall deliver to Landlord together with New Tenant's written exercise of
      the Option the first month's rent as prepaid rent in the total amount of
      $3,368.93, plus applicable Florida Sales Tax. The Base Rent for the
      Premises shall be:

      Year           Annual Rent       Monthly Rent
      Year One       $38,138.88         $3,178.24
      Year Two       $39,664.43         $3,305.37
      Year Three     $41,251.01         $3,437.58
      Year Four      $42,901.05         $3,575.09
      Year Five      $44,617.09         $3,718.09

      The Base Year under the New Lease shall be 2002. Section 40 of the New
      Lease shall be modified to recognize that the only broker involved with
      the New Lease shall be Abood & Associates, Inc., Landlord's broker and The
      Fitzgerald Group, New Tenant's broker, who shall be compensated by
      Landlord in the event that this Option is exercised and a Lease Agreement
      is fully executed between both parties. New Tenant shall deliver to
      Landlord together with New Tenant's written exercise of the Option,
      Guarantor's duly executed Guaranty in the form annexed hereto as Exhibit B
      hereto. The Option must be exercised by New Tenant, if at all, (which
      Option may not be assigned or transferred to any third party without
      Landlord's prior written consent which may be withheld in Landlord's sole
      discretion) in writing accompanied by the documents referred to herein, no
      sooner than June 1, 2001 and no later than December 1, 2001, with time of
      the essence. In the event that Subtenant has been in default of its
      obligations under the Sublease beyond any applicable cure or grace
      periods, if any, more than twice during the term of the Sublease, Landlord
      may terminate the right of Subtenant/New Tenant to exercise this Option.

5.    Tenant, Subtenant/New Tenant and Guarantor hereby confirm that the Lease
      remains in full force and effect, that Landlord is in compliance with the
      Lease provisions, that Landlord has not waived any of its rights under the
      Lease, and that neither Tenant, Subtenant/New Tenant or Guarantor has any
      defenses, claims or offsets against Landlord. As hereby modified, amended
      and supplemented, the parties hereto do hereby agree that the Lease is
      hereby confirmed and ratified in all respects.


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<PAGE>

N WITNESS WHEREOF, Landlord, Tenant, Subtenant/New Tenant and Guarantor have
duly executed this Agreement as of the day and year first set forth above, each
acknowledging receipt of an executed copy hereof

                                SIGNATURES FOLLOW


WITNESSES:                              LANDLORD:
                                        NWT PARTNERS, LTD.,
/s/ Suanny Morales
------------------------------          By: /s/ David Garfinkle
Print Name: Suanny Morales                 -------------------------------------
                                           David Garfinkle, as a General
/s/ Paul L. Feinsmith                      Partner
------------------------------
Print Name: Paul L. Feinsmith


/s/ D. Furrari                          TENANT: KENWICK, INC.
------------------------------          D/B/A American Video Lanaguage Institute
Print Name: D. Furrari
                                        By: /s/ Shel Glickman
/s/ Suzanne Grossman                        ------------------------------------
------------------------------          Shel Glickman, as Senior Vice President
Print Name: Suzanne Grossman


/s/ D. Furrari                          SUBTENANT/NEW TENANT:
------------------------------          FISHER ISLAND LANGUAGE, INC.
Print Name: D. Furrari                  D/B/A Inlingua Language Center

/s/ Julio N. Garbalosa                  By: /s/ Donald Tuck
------------------------------              ------------------------------------
Print Name: Julio N. Garbalosa          Donald Tuck, as President


/s/ D. Furrari                          GUARANTOR: DONALD TUCK
------------------------------
Print Name: D. Furrari                  /s/ Donald Tuck
                                        ----------------------------------------
/s/ Julio N. Garbalosa
------------------------------
Print Name: Julio N. Garbalosa


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<PAGE>

                                    Exhibit A
                                Sublease Proposal

Lessor:      Kenwick, Inc. d/b/a
             American Video Language Institute

Lessee:      Fisher Island Language, Inc. d/b/a
             Inlingua Language Center

Signatories: Donald Tuck, President Leased

Premises:    Approximately 1,990 square feet of office

Property
Address:     2455 E. Sunrise Boulevard
             Suite 512
             Fort Lauderdale, Fl 33304

Lease Term:  Balance of term of the original lease
             Expiring May 31, 2002.

Lease Rate:  $2,825.00 monthly with 4% annual increases

Occupancy:   January 24, 2000

Rent
Commencement: February 24, 2000

Deposits:    First month, last month rental and security deposit to Jeff Klein,
             Esquire

Use:         Language Center

Tenant
Improvements: Lesser shall paint all offices prior to occupancy.

Rental
Adjustments: The base rent shall increase at a fixed rate of 4% per year.

Renewal
Options:     One five year option at 4%


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<PAGE>

Brokerage
Commissions: The Fitzerald Group, Inc. shall be paid by Lesser through Allstar
Realty of Broward, Inc. a total brokerage commission equal to five (5%) percent
of the total lease amount upon execution of the Contract. THIS IS
NON-NEGOTIABLE!

The Lessee has reviewed and accepted all terms and conditions of the existing
lease and agrees to be bound thereby.

Agreed and accepted by:

/s/ Shel Glickman                     12/28/99
--------------------------            -------------------------
Lesser: Shel Glickman                 Date

/s/ Donald Tuck                       12/28/99
--------------------------            -------------------------
Lessee: Donald Tuck                   Date

/s/ David Garfinkle                   1/11/00
--------------------------            -------------------------
Landlord approval
Springlake Partners


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<PAGE>

                                    EXHIBIT B

                                    GUARANTY

In order to induce Spring Lake Partners, a Florida partnership ("Landlord") to
enter into that certain Lease (the "Lease") between Landlord and Fisher Island
Language, Inc. d/b/a Inlingua Language Center with respect to the Premises known
as Suite No. 512 of the building known as the International Building located at
2455 E. Sunrise Boulevard, Fort Lauderdale, Florida 33304, and for other
valuable consideration, Donald Tuck (the "Guarantor") agrees with the Landlord
as follows:

1.    The Guarantor agrees to make the due and punctual payment of all Base
      Rent, Additional Rent and other charges payable by the Tenant under the
      Lease; to promptly and completely perform all of the other terms,
      provisions, covenants, and agreements on the part of the Tenant to be
      performed contained in the Lease; and to indemnify the Landlord from any
      loss, costs or damages arising out of any failure to pay Base Rent,
      Additional Rent or other charges under the Lease or the failure of the
      Tenant to perform any of the terms, provisions, covenants and agreements
      on the part of Tenant to be performed contained in the Lease.

2.    The liability of Guarantor under this Guaranty of the Lease is primary and
      this Guaranty is absolute, unconditional, continuing and irrevocable and
      the obligation of the Guarantor will not be released by, or any way
      affected by, any extensions of time, indulgences or modifications which
      the Landlord may extend to or make with the Tenant under the Lease; or any
      waiver by or failure of the Landlord to enforce any provision of the
      Lease; or any assignment of the Lease by the Tenant or by any trustee,
      receiver or liquidator; or by any consent which the Landlord may give to
      any assignment.

3.    The Guarantor waives any right to require the Landlord to proceed against
      the Tenant, or pursue any rights or remedies under the Lease, or proceed
      against any security of the Tenant held by the Landlord, or to pursue any
      other remedy within the power of the Landlord.

4.    The Guarantor waives notice of the acceptance of this Guaranty and any
      notice of nonperformance, non-payment or non-observance on the part of the
      Tenant of the terms, provisions, covenants and agreements in the Lease.

5.    The liability of the Guarantor will not be considered to be waived or in
      any way released by reason of the release or discharge of the Tenant under
      the Lease in any receivership, bankruptcy, winding-up or other creditors'
      proceedings or the rejection or disclaimer of the Lease in any such
      proceeding. This Guaranty shall continue for the entire term and any
      renewals of the Lease.

6.    No action brought under this Guaranty and no recovery under this Guaranty
      shall act as a bar or defense to any further action which might be brought
      under this Guaranty by reason of any further default under the terms of
      the Lease.

7.    No modification of this Guaranty shall be effective unless made in
      writing, properly executed by the Guarantor and the Landlord.

8.    The Guarantor shall be bound by the Guaranty in the same manner as though
      it were the Tenant named in the Lease. The obligations of the Tenant under
      the Lease to execute and deliver estoppel statements and financial
      statements, as therein provided, shall be deemed to also require the
      Guarantor hereunder to do and provide the same statements relative to
      Guarantor.

9.    All of the terms and conditions of this Guaranty shall extend to and be
      binding on the Guarantor, its successors and assigns, and shall inure to
      the benefit of and may be enforced by


                                  Page 6 of 8
<PAGE>

      the Landlord and its successors in interest and assigns, as well as
      successors in title to the property on which the leased premises are
      located, including, without limitation, any mortgagee of all or any part
      of such property.

10.   Guarantor shall have no rights of subrogation against Tenant arising from
      any payment or performance by Guarantor hereunder until all obligations of
      Tenant to Landlord under the Lease have been satisfied and the Lease has
      expired or been terminated by Landlord. The Guarantor does hereby
      subrogate all existing or future indebtedness of Tenant to Guarantor to
      the obligations owed to Landlord under the Lease and this Guaranty.

11.   Guarantor shall pay all of Landlord's attorneys' fees (at all pre-trial,
      trial, post-trial and appellate levels) and all costs incurred in any
      collection or attempted collection or in any negotiations relative to the
      obligations hereby guaranteed or in enforcing this Guaranty of Lease
      against the Guarantor. If there are two or more guarantors of the Lease,
      the obligations of each guarantor shall be joint and several and Landlord
      may, at Landlord's option, proceed against Guarantor without proceeding
      against any or all of the other guarantors.

12.   GUARANTOR AND LANDLORD HEREBY MUTUALLY WAIVE ANY AND ALL RIGHT TO A JURY
      TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS GUARANTY. GUARANTOR
      further agrees that it shall not interpose any counterclaims in a summary
      proceeding or in any action based upon non-payment of rent or any other
      obligation of Tenant under the Lease assumed hereunder by Guarantor. This
      Guaranty is made and entered into and shall be construed in accordance
      with and governed by the laws of the State of Florida.


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<PAGE>

      IN WITNESS WHEREOF the Guarantor has executed the Guaranty under seal,
this 29 day of December, 1999.

WlTNESS:                              GUARANTOR: Donald Tuck

/s/ D. Furrari                         /s/ Donald Tuck
--------------------------            -------------------------------
/s/ Julio N. Garbalosa
--------------------------            SS No. ###-##-####
                                             ------------------------

                                      Driver's License No. and State:

                                      T200-197-36-123-0
                                      -------------------------------
                                      Home Address:

                                      321 SW 187 Avenue
                                      Pembroke Pines, FL


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