Exhibit 10.11   Lease Agreement with Credential Leasing

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                                                             [GRAPHIC OMITTED]

This sales agreement is entered into between Southcomm,  Inc. with its principal
office at 401 Commerce Way, Suite 101, Longwood, FL 32750, and

Name of Firm Corporate Relations                     Customer No.
Address        1947 Lee Road     Winter Park   Orange    FL             32789
hereinafter called "CUSTOMER."
In consideration of the mutual agreements herein contained, Southcomm, Inc.
agrees to sell to CUSTOMER and CUSTOMER agrees to buy from Southcomm, Inc., a
Communications System in accordance with the following terms and conditions:

1. Southcomm, Inc. SHALL provide equipment described in Schedule 11 attached
hereto and made a part hereof.

2. Southcomm, Inc. Shall install the equipment at  1377 Long island Motor Pkwy,
Islandia, NY  11788

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City/Township/Borough      Islandia        County                   State  NY
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RATE OF SALES TAX BY: City/Township/Borough   %   County   %  State   8.25 %

IF  Customer  is exempt  from tax,  insert tax  exemption  number and attach tax
exemption certificate: #

3.  Southcomm, Inc. SHALL furnish all the necessary cable, wire, hardware, etc.,
including labor, for installation of the system (except the cost of concealing
wires, furnishing or installing rigid or flexible conduit. wiremold, plenum
cable (fire resistant) or the extra cost attributable to having to have the
installation made by someone other than Southcomm, lnc's regular installation
department), CUSTOMER agrees to obtain consent from his Landlord or the Building
Owner to install the equipment and to assist Southcomm, Inc, in obtaining any
other necessary approvals and permits. Southcomm, Inc. shall perform the
installation in a neat and workmanlike manner, but CUSTOMER understands and
agrees that the installation of the system sold hereunder may necessarily and
unavoidably result in damage to the CUSTOMER's premises. CUSTOMER agrees that
Southcomm, Inc. and its agents and employees will not be responsible for the
repair of any damage to CUSTOMER's premises resulting from the installation of
this system not resulting from Southcomm, Inc.'s negligence. If the equipment
sold hereunder is not installed within six months through no fault of Southcomm,
Inc., Southcomm, Inc. may, at its option, cancel this contract. In the event of
cancellation of the contract to Southcomm, Inc. as set forth above, or
cancellation by CUSTOMER prior to the beginning of installation for any reason
other than default by Southcomm, Inc., Southcomm, Inc. shall be entitled to
collect from CUSTOMER and CUSTOMER agrees to pay Southcomm, Inc. as fixed,
settled and liquidated damages and not as a penalty. Customer's down payment up
to a maximum of 10% of the cash selling price of the system.

4. CUSTOMER agrees that upon the Expiration of the one (1) year warranty period,
all  maintenance of the system  required  during the balance of the term of this
Agreement  will be provided only by Southcomm,  Inc. and CUSTOMER  agrees to pay
Southcomm,  Inc. for said maintenance on a time and material basis at Southcomm.
Inc.'s then current  rates.  If this  Agreement is  accompanied by a Maintenance
Agreement  the  warranty as set forth in paragraph 11 on the reverse side hereof
shall apply and the Maintenance  Agreement shall become  effective in accordance
with its terms.

5.  Southcomm,  Inc. SHALL NOT be responsible for loss of or damage to equipment
installed  pursuant to this  Agreement for any reason  whatsoever.  Risk of loss
shall pass to CUSTOMER as soon as the equipment is delivered by Southcomm,  Inc.
to CUSTOMER,  so long as any financing hereunder remains  outstanding.  CUSTOMER
shall insure the equipment  against fire,  theft,  and other perils for its full
insurable  value,  naming  CUSTOMER and Southcomm,  Inc., or its  assignees,  as
insureds  and shall have a  Certificate  of  Insurance  with a ton day notice of
cancellation clause sent to Southcomm, Inc.

6. CUSTOMER agrees to pay Southcomm, Inc. as follows:


                                            CASH PRICE

                           Total Cash Price  .......................$ 21,976.00
                           Sales Tax  ..............................$  1,813.02
                           Total Contract ..........................$ 23,789.02
                  TO BE PAID AS FOLLOWS:
                           Down payment .......................$
                           At Cutover .........................$ 3rd party lease
                           Net Balance Due 10 Days after
                             Receipt of Invoice  ..............$
7. THE CONDITIONS OF SALE IN SCHEDULE 1 ON THE REVERSE SIDE OF THIS AGREEMENT IN
SCHEDULE 2 AND IN THE SCHEDULES LISTED BELOW WHICH ARE ATTACHED ARE AN INTEGRAL
PART OF THIS SALES AGREEMENT                               ,                 ,
                           ,                         .


B. -CUSTOMER, HAVING CAREFULLY READ ALL PROVISIONS OF THIS AGREEMENT,
ACKNOWLEDGES RECEIPT OF AS COPY OF THIS AGREEMENT WHICH IS THE FINAL EXPRESSION
OF THE AGREEMENT OF THE PARTIES, AND THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
TERMS AGREED UPON, ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BEING MERGED HEREIN,
AND THAT THERE ARE NO REPRESENTATIONS, WARRANTIES OR STIPULATIONS, EITHER ORAL
OR WRITTEN NOT HEREIN CONTAINED. NO MODIFICATION OF THIS AGREEMENT MAY BE MADE
EXCEPT BY A LIKE SIGNED AGREEMENT. THIS AGREEMENT SHALL NOT BE BINDING UPON
Southcomm, Inc. UNTIL ACCEPTED BY AN AUTHORIZED OFFICER OF SOUTHCOK INC. AT ITS
HOME OFFICE IN LONGWOOD, FLORIDA.

IN WITNESS WHEREOF,  the patties hereto haw caused this Agreement to be properly
executed  intending  that it shall  be  legally  binding  upon  them  and  their
respective successors and assigns.

Date of contract  4/15/98

Customer Corporate Relations Group, Inc.                      Southcomm, Inc

By

                Title                    Accepted by

Branch Name and No.            Block No.                  Sales Rep.


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PAGE 2

Southcomm, Inc                                                     SCHEDULE II
This Schedule II of Sales Agreements is made and entered into between Southcomm,
Inc. with its principal office in Longwood, Florida, hereinafter called
"Southcomm, Inc." and    Corporate Relations Group, Inc. , hereinafter called
"CUSTOMER."


A.    GENERAL
A.1      This Schedule II describes the equipment and the materials to be
         provided by Southcomm, Inc. to the CUSTOMER under this
         Sales        Agreement and further defines obligations and requirements
         accepted by Southcomm, Inc. and the CUSTOMER as a  part of this
         Agreement.
A.2      Notwithstanding  any  other  statements  made or  implied  herein,  the
         CUSTOMER accepts and acknowledges his  responsibility  for coordinating
         the effort of building trades,  employees,  and other activities on his
         premises to insure that  Southcomm,  Inc.  may deliver,  safely  store,
         install,  test and repair the equipment  described herein without delay
         or hindrance.

A.3      The equipment described herein is that which Southcomm, Inc. intends to
         provide. Southcomm, Inc. reserves the right however, to modify this
         list due to model or design change when in the sole opinion of
         Southcomm, Inc., these modifications are necessary, and the functional
         results are unchanged or improved.
A.4      Southcomm,  Inc.  reserves the right to supply,  in connection with the
         installation,  additional materials not specifically listed here, at no
         additional  cost to the CUSTOMER,  and the CUSTOMER  acknowledges  that
         these additional materials are subject to all terms of this Agreement.

B.    SYSTEM EQUIPMENTIFEATURE LISTING
         The following equipment will be provided and installed:

         Quantity              Equipment           Quantity           Equipment

         1  Inter-tel Axxess Cabinet               1      Applications processor
                                                          P.C.

         1  CPU/MEM, Option card                   1      Adminstrator Software

         1  Premium Software/50 units              4      Prewires

         1  T-1 Interface Card

         1  Central Ofc Line Card

         1  Central Ofc Daughter Card

         2  Digital Keyset Card

         1  Single Line Card

         2  Executive Phns

         2  60btn DSS/BLF

         18 Std. LCD Phones

C. FLOOR PLAN
         CUSTOMER is is not X required to provide Southcomm,  Inc. with two sets
         of floor plans  detailing  conduit or  ductwork,  telephone  closets or
         terminal boxes and equipment  backboards.  One floor plan will indicate
         the  location  of each item of  station  equipment.  In  addition,  the
         location of each telephone will specify the telephone's type, color and
         line number. The second set of floor plans will be unmarked.

THE  CONDITIONS  APPEARING ON THE BACK OF THIS  SCHEDULE ARE AN INTEGRAL PART OF
THIS  SCHEDULE  JUST AS THOUGH THEY APPEARED  IMMEDIATELY  ABOVE THE  CUSTOMER'S
SIGNATURE.

         Corporate Relations Group, Inc.                          Jack Thomas

         1377 Long Island Motor Pkwy.

         Islandia, NY  11788




                                                                         4/15/98

<PAGE>

PAGE 3

                                                          LEASE APPLICATION

Credential Leasing Corp of Florida, Inc.    800-688-6088     561-369-2100
Fax 561-369-4700
1501 Corporate Drive, Suite 260, Boynton Beach. Florida 33426-6657
P.O. Box 116, Boynton Beach, Florida 33425-0116

LESSEE

Company  Corporate Relations Group, Inc.

Billing Address   1947 Lee Road  City   Winter Park  County   Orange  State   FL
         Zip     32789

Telephone   (407) 628-5700 Contact Person Kurt Ruthenbeck       Title

Nature of Business            Type of Business [ ] Non-Profit [ ] Proprietorship
                                               [ ] Partnership [] Corp. [ ]
No of years

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DESRIPTION OF EQUIPMENT:
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Inter-Tel Axxess 112 telephone System with (1) Cabinet, Applications P.C. and
    (20) Phones.

Equipment Cost  $21,976.00                 Total Price  $23,789.02 -includes tax

Lease Term  36 month   Purchase Option  10% Monthly Rental  $697.52
Advanced Rental  $1510.14

Location of Equipment      1377 Long Island Motor Pkwy., Islandia, NY  11788

PERSONAL INFORMATION ON OFFICERS, PARTNERS, OR GUARANTORS

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Name                    Title                               Social Security No.
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Home Address    City              State             Zip              Home Phone

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Name                     Title                               Social Security No.
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Home Address    City              State             Zip              Home Phone

BANK REFERENCES

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Name of Bank/Branch   City     State         Telephone                  Contact
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Checking Account Number                   Loan Account Number

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Name of Bank/Branch   City     State         Telephone                 Contact
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Checking Account Number                     Loan Account Number

TRADE/LEASING/FINANCE REFERNECES

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Name of Supplier   Account Number       Telephone Number               Contact
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Name of Supplier   Account Number       Telephone Number               Contact
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Vendor/Supplier   Southcomm, Inc.                Salesman         Jack Thomas

Telephone #:_(407) 834-0366           - Fax#: (407) 834-9505  Date: 4/1 5/98

The undersigned  certifies that the above  information given for credit purposes
is true and correct and authorizes  the firm or person to whom this  application
is made and any credit bureau or other  investigative  agency to investigate the
references,  statements,  or other data listed or accompanying this application.
The undersigned authorizes all parties contacted to release credit and financial
information requested as a part of said investigation.

                                               By:
CHECKLIST

o        Have all  documents  been  completed  in the  legal  business  name and
         according to the approval?

o        Was the correct rate factor used?
o        Advance rental check made payable to Credential Leasing Corp. of
         Florida, Inc. was tax included where applicable?
o        If a personal guarantee was requested, did the same guarantor sign, and
         was the signature witnessed?

o        Does the original invoice show model 0. serial $, and sold to
         Credential Leasing Corp. of Florida, Inc.?
o        This is a legal document - cross outs and erasures are not  acceptable,
         complete new document.

<PAGE>

                                 LEASE AGREEMENT
                     CREDENTIAL LEASING CORP. OF FLORIDA, INC.
          1501 Corporate Drive, Suite 260, Boynton Beach, Florida 33426-6657

Lessee                                             Supplier:
  Name:    CORPORATE RELATIONS GROUP, INC.           Southcomm, Inc.
  Address: 1947 Lee Road                             401 Commerce Way, Suite 101
           Winter Park, FL  32789                    Longwood, FL  32750
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          EQUIPMENT DESCRIPTION: Model No, Catalog No., or other identification
------------------------------------------------------------------------------
                  Inter-Tel Axxess 112 Telephone System With:
(1)      cabinet
(1)      Applications processor PC
(20)     Telephone

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 SCHEDULE OF PAYMENTS                 PAYABLE AT SIGNING OF THE LEASE(check one)
 DURING ORIGINAL TERM OF LEASE        [X]  ADVANCE RENTAL FIRST AND LAST __1__
                                           TOTAL _$1,510.14
                                      [   ]  SECURITY DEPOSIT $_________
NUMBER OF MONTHS _36_
MONTHLY PAYMENT __$697.52____         [   ]  OTHER ______________________

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                                             TERMS AND CONDITIONS OF LEASE
 1. ORDERING  EOUIPMENT.  Lessee hereby  requests  Lessor to order the Equipment
from the  Supplier  named  above,  to arrange for delivery to Lessee at Lessee's
expense,  to pay for the  equipment  after its  delivery  to Lessee or sooner if
approved  by Lessee in  writing,  arid to lease the  Equipment  to Lessee on the
terms and conditions of this lease.

 2. LEASE AND ANY SCHEDULE  HERETO.  Lessor hereby leases to Lessee,  and Lessee
hereby  leases from Lessor,  the Equipment  described  above and on any attached
schedule (herein with all replacement parts, repairs,  additions and accessories
called  ('Equipment  on the terms and  conditions  on the face and reverse  side
hereof.

  3. DISCLAIMER OF WARRANTIES AND WAIVER OF DEFENSES.
     (a)  NO  WARRANTIES  BY  LESSOR.  NEITHER  BEING  THE  MANUFACTURER.  NOR A
SUPPLIER, NOR A DEALER IN THE EQUIPMENT.  MAKES NO WARRANTY. EXPRESS OR IMPLIED.
TO ANYONE.  AS TO FITNESS FOR A  PARTICULAR  PURPOSE.  MERCHANTABILITY,  DESIGN,
CONDITION,  CAPACITY.  PERFORMANCE  OR ANY OTHER ASPECT OF THE  EQUIPMENT OR ITS
MATERIAL OR WORKMANSHIP. LESSOR FURTHER DISCLAIMS ANY LIABILITY FOR LOSS. DAMAGE
OR  INJURY  TO LESSEE OR THIRD  PARTIES  AS A RESULT OF ANY  DEFECTS.  LATENT OR
OTHERWISE.  IN  THE  EQUIPMENT  WHETHER  ARISING  FROM  LESSOR'S  NEGLIGENCE  OR
APPLICATION  OF THE LAWS OF STRICT  LIABILITY.  AS TO LESSOR.  LESSEE LEASES THE
EQUIPMENT  'AS IS',  LESSEE HAS  SELECTED  THE  SUPPLIER  OF THE  EQUIPMENT  AND
ACKNOWLEDGES  THAT LESSOR HAS NOT  RECOMMENDED  SUPPLIER.  LESSOR  SHALL HAVE NO
OBLIGATION TO INSTALL.  MAINTAIN.  ERECT. TEST. ADJUST OR SERVICE THE EQUIPMENT.
LESSEE  AGREES TO INSTALL,  MAINTAIN AND SERVICE THE EQUIPMENT OR CAUSE THE SAME
TO BE PERFORMED BY QUALIFIED THIRD PARTIES.  IF THE EQUIPMENT IS  UNSATISFACTORY
FOR ANY  REASON,  LESSEE  SHALL  MAKE CLAIM ON ACCOUNT  THEREOF  SOLELY  AGAINST
SUPPLIER.  AND ANY OF SUPPLIER'S VENDORS.  AND SHALL NEVERTHELESS PAY LESSOR ALL
RENT PAYABLE UNDER THE LEASE.
     (b) LESSOR HEREBY ASSIGNS TO LESSEE. SOLELY FOR THE PURPOSE OF PROELUTING
 SUCH A CLAIM. ALL OF:  THE RIGHTS WHICH LESSOR MAY HAVE AGAINST SUPPLIER AND
SUPPLIERS VENDORS FOR BREACH OF  WARRANTY OR OTHER REPRESENTATIONS RES-
PECTING THE EQUIPMENT.   (C)  LESSEE ACKNOWLEDGES LESSOR'S INTENT TO ASSIGN THIS
 LEASE ANO/OR THE ~LNTALS DUE HEREUNDER AND LESSEE AGREES THAT NO ASSIGNEE
OF LESSOR SHALL BE BOUND TO PERFORM ANY OUTY. COVENANT OR CONDITION OR
 WARRANTY
     Accepted in Florida:
     (D) REGARDLESS OF CAUSE.  LESSEE WILL NOT ASSERT ANY CLAIM  WHATSOEVER AGAI
ST  LESSOR  FOR LOSS OF  ANTICIPATORY  PROFITS  OR ANY OTHER  INDIRECT.  SPECIAL
ORCONSEQUENTIAL  DAMAGES.  NOR SHALL  LESSOR BE  RESPONSIBLE  FOR ANY DAMAGES OR
COSTS Which MAY BE ASSESSED  AGAINST  LESSEE IN ANY ACTION FOR INFR INGEMENT OF:
ANY UNITED STATES LETTERS  PATENT.  LESSOR MAKES NO WARRANTY AS TO THE TREATMENT
OF THIS LEASE. FOR TAX OR ACCOUNTING PURPOSES.
     (e)  Notwithstanding  any fees which may be d by Lessor to  Supplier or any
 agent of Supplier.  Lessee  understands and agrees J:I neither Supplier nor any
 agent of Supplier is an agent of Lessor or is  authorized to waive or after any
 term or condition of this lease.

4.  NON-CANCELLABLE  LEASE- THIS LEASE CANNOT BE CANCELLED BY LESSEE  DURING THE
TERM HEREOF. 5. TERM AND RENT. The lease term shall commence as of the date that
any of me Equipment  is delivered to Lessee or Lessee's  Agent or consigned to a
carrier for shipment to Lessee or Lessee's Agent  (Commencement  Date). The term
shall  continue  until the  obligations of the Lessee under the lease shall have
been truly performed.  Advance rentals shall not be refundable if the lease term
for any reason does not commence or if this lease is duly, terminated by Lessor.
The  installments of rent shall be payable  periodically in advance as indicated
above. It* first such payment being due on the Commencement  Date, or such later
date as Lessor  designates in writing,  and subsequent  payments due on the same
day of each successive rent Period  thereafter until the balance of the rent and
any additional rent or expenses chargeable to Lessee under this lease shall have
been paid in full. If a security  deposit is indicated  above. the same shall be
held by  lessor  to secure  me  faithful  performance  of the lease and small be
refunded to Lessee at the satisfactory expiration of the lease without interest.

                            SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS
WHICH ARE PART OF THIS LEASE.

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LESSOR : Credential Leasing Corp of Florida, Inc CORPORATE RELATIONS GROUP, INC.

By:________________________                    By:____________________________
Date:______________________                    _______________________________

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     To  Induce   Lessor  to  enter  into  the  within  Lease  the   undersigned
     unconditionally  guarantee to Lessor the prompt-payment  when due of all of
     Lessee's obligations to Lessor under the Lease Lessor shall not be required
     to proceed  against  Lessee or the  Equipment  or enforce any other  remedy
     before proceeding  against the undersigned.  The undersigned  agrees to pay
     all  attorneys'  fees and other  expenses;  Incurred by Lessor by reason of
     default by Lessee or the  undersigned.  The  undersigned  waives  notice of
     acceptance  hereof and of all other notices or demands of any kind to which
     the undersigned may be entitled. The undersigned consorts to any extensions
     or modifications granted to Lessee and the release and/or compromise of any
     obligations of Lessee or any other  obligors and guarantors  without In any
     way releasing the undersigned  from his or her obligation  naiCroundoc This
     is a continuing  Guaranty and shall not be  discharged or affected by death
     of the  undersigned.  "I bind the heirs.  administrators.  representatives,
     successors  and assigns of  undersigned.  and may be enforced by or for the
     benefit of any assignee or solicitor of Lessor. The undersigned agrees that
     in the  event of any  litigation  filing  from the  subject  matter of this
     liability shall be brought.  at Lessor's option, in a court of rorniow tent
     )udedimion  in  o4hor  Patirn  Eissich  or  Broward  County.  Florida-  The
     undefsonsid further agree to be bound by all of the terms and conditions of
     the Lease  Agreement as it a Lessee and agree shall be font and several won
     the  Losia".  Tt*,  personal  guaranty  small  extend to any fund all other
     Lessee  heretofore or hereafter  executed between the Lessor and any Of the
     hfh. unleas spocilrallili excluded In willing. This personal guaranty small
     confinuo In onect urail lerfrinated In nfing by the Personal Guarantor: and
     in that event &hail rot release the Personal Guarantor from kabilky to( any
     Lease  Agreement  before or within 30 days  after  Leesors  receipt of such
     Notice of Termination.

    X                                           X
    WITNESS SIGNATURE       DATED    PERSONAL GUARANTOR SIGNATURE   DATED
    X                                           X
    WITNESS - SIGNATURE     DATED    I GUARANTOR SIGNATURE          DA TIE D


<PAGE>

6.  FINANCE  LEASE  STATUS:  The parties  agree that this lease is a  "Financial
Lease"  as  deemed  in  Article  2A of  The  Uniform  Commercial  Code  in  such
jurisdictions  where the same 13 in effect.  Lessee acknowledges either (a) that
Lessee has reviewed and approved any written Supply Contract (as defined in said
Article ZA) covering the  Equipment  purchased  from the Supplier (as defined in
Said  Article 2A) thereof for lease to Lessee or (b) that Lessor has informed or
advised Lessee. In writing, either previously or by this Lease of the following:
(i) the identify of the  Supplier:  (ii) that the laws may have rights under the
Supply  Contract:  and (iii) that the  Lessee may  contact  the  Supplier  fix a
description  of any such rights  Lessee may have under the Supply  Contract,  7.
LESSOR  TERMINATION  BEFORE  EQUIPMENT  ACCEPTANCE.  ln  within 60 days the data
Lessor orders the Equipment. Same has not been delivered, installed and accepted
by Lessee (in form  satisfactory to Lessor for purposes of This lease Lessor may
on I O days' written notice to Losses  terminate this Lame and as obligations to
Losses.

8. TITLE: PERSONAL PROPERTY.  Equipment is, and shall at all times to remain the
property of Lessor,  and Losses shall have no right,  title or interest  therein
and no right to purchase or  Otherwise  acquire  title 10 or ownership of any of
the  Equipment.  It Lessor  supplies  Losses  with  labels  indicating  that the
Equipment is owned by Lessor.  Losses shall affix such labels to" keep them in a
Prominent piece on the Equipment.  Lessee hereby  authorizes Lessor to Insert in
this Lasso In* serial  numbers and other  identification  data of Equipment when
determined  by Lessor.  Lessee  authorizes  Lessor,  its S4 lessors  assigns and
lenders to Lessor, to file a carbon  photographic or other reproduction of Lease
as a Financing  statement for the Equipment,  and Lessee further appoints Lessor
as the Losses's  authorized  agent lot the sole purpose of executing  and filing
such other  financing  statements  IS the Lessor  shall  desks  pursuant  to the
Uniform  Commercial Codes. Such filings under the Uniform  commercial Code shall
not make this a *Secured  Transaction*  nor after the nature at this Transaction
as a "true  lease"  Laos"  agrees  to  execute  and  deliver  any  Statement  Or
instrument  requested by Lessor lot such purpose, and agrees to pay or reimburse
Lessor for any searches,  filings  recordings or stamp to" or taxes arising from
the filing or recording any such  Instrument  or statement.  Lessee shall at its
expertise  protect and defend Lessee title against Oil persons  claiming against
or through Lessee at all times keeping the Equipment free from any legal process
or encumbrance whatsoever Including but not limited to lions. Attachments levies
and executions, and shall give Lessor immediate written notice thereof and shall
indemnity  LESSOR train any loss Caused thereby.  Losses shall execute or obtain
from third  parties and deliver to Lessor upon  Lessors  request,  such  further
instruments  and  assurances,  as Lessor deems  necessary  or advisable  for the
confirmation or perfection at Lessors rights  hereunder.  Equipment is and shall
at all times be and remain, personal property not withstanding that Equipment or
any pan  Thereof  may now be of  hereafter  became,  In any  manner  affixed  or
attached to real property or any improvements thereon.

9. CARE, USE AND LOCATION  Lessee at its own cost and expense shall maintain and
keep the  Equipment  in good repair  condition  and working  order shall use the
Equipment  lawfully  and shall not after the  Equipment  without  Lassoes  prior
written  consent.  Lessee  represents that the Equipment shall be used by Lessee
solely for business purposes.  If the manufacturer of the Equipment has provided
Lessee with a Standard  maintenance  schedule,  such  schedule  will  constitute
minimum maintenance  compliance and Losses, upon request will supply Lessor with
evidence  of such  compliance.  The  Equipment  shall  not be  removed  from the
Equipment  location  shown on the face of this  Lease  without  Lessors  written
consent.  Lessor shall have the right to inspect the Equipment at any reasonable
Time, 10.  Redelivery.  Upon expiration or earlier  termination of this Lease or
any  schedules  hereto as to any  Equipment.  Lessee will  return the  Equipment
freight property, to Lessor in good repair condition and working order, ordinary
wear and tear resulting from proper use thereof only excepted in a manner and to
a location  reasonably  designated  by the Lessor.  If upon such  expiration  or
termination  Lessor does not  immediately  return the  Equipment to Lessor.  The
Equipment  shall  continue to be hold and Waited  hereunder and this Lease shall
thereupon be extended indefinitely as to term at the monthly rent with rasped to
such  Equipment,  subject  to the right of either  the  Lessee or the  Lessee to
terminate  this Lease upon thirty (30) days' written  notice,  whereupon  Lessee
shall forthwith deliver the Equipment to Lessor as set forth in this paragraph.

11.  RISK OF LOSS.  Lessee,  shall  bear  all  risks  of loss of and  damage  to
Equipment  from any cause:  occurrence  of such loss or damage shall not relieve
lessee at any obligation hereunder.  In the event of loss or damage,  Lessee, at
it option, provided it is not In default otherwise at Lassoes option, shall: (a)
place the damaged Equipment in good repair,  corrosion and working order; or (b)
replace lost or damaged  Equipment with like Equipment in good repair  condition
and working order with documentation  creating clear Title thereto in Lessor; or
(c) pay to Lessor the then present value  computed at six (6%) percent per annum
of both the unpaid balance of the aggregate rent reserved under this Lease, plus
the value of Lassoes  anticipated  residual  interest  in The  Equipment  at the
expiration of the lease.  Upon Lessors  receipt of such  payment,  Lessee and/or
Lessee's  insurer shall be entitled to Lessors interest in said gain lot salvage
purposes, in its then condition and location, as is without warranty, express or
implied.  12.  INSURANCE.  Lessee shall keep the Equipment  insured  against all
risks of loss or damage  from every cause  whatsoever  for not low than the full
replacement  value Thereof and Shall carry public  liability and property damage
insurance  covening  the  Equipment  and  Its  use  in a farm  and in an  amount
satisfactory  to the Lessor.  All such insurance shall be in form and amount and
with  companies  acceptable to Lessor and name lessor its assign" as Loss Payee,
as its  interest  may appear  with  rasped to Property  damage  coverage  and as
additional insured with respect to public liability  coverage.  Lessee shall pay
the  premiums  therefor  and  deliver  said  policies or  duplicates  thereof or
certificates  of coverage  thereunder,  to Lessor,  with long form Lander's Loss
Payable  endorsement  upon the policy or policies or by  independent  instrument
that gives Lessor a right 10 thirty (30) days' written  notice before the policy
Can be  altered  of  cancelled  and the  right to  payment  of  premium  without
obligation.  Should Losses fail to Provide such insurance  coverage,  Lessor may
obtain  coverage  for pan or all at the term of This  agreement  or such caverns
protecting  interests of Lessor and Leases or &to  interest at Lessor only.  The
proceeds  at such  Insurance,  at the  option of Lessee,  provided  it Is not In
default  hereunder  otherwise at Lessees option,  shag be applied (1) toward the
replacement,  restoration  or repair of the Equipment or (fi) toward  payment of
the obligations of Lessee  hereunder.  Lessee hereby appoints Lessor as Lessee's
attorney-in-fact  to make claim lot, receive payment of, and execute and endorse
all  documents,  checks or drafts  lot loss or damage  under any said  Insurance
policies.  13. NET LEASE: TAXES. Lessee intends the rental payments hereunder to
be not to Lessor, and Lessee shall pay all sales use, excise, stamp, documentary
and ad  valorem  imposed on the  Ownership  possession  or use at the  Equipment
during the term of this Lease:  shall pay so taxes  (except  Lessors  Federal or
State net income  taxes)  imposed on Lessor Or Losses with respect TO the rental
payments  hereunder and shall reimburse Lessor upon demand for any taxes paid by
or advanced by Lessor Unless Lessor otherwise agrees to in writing. Lessor shall
file for and Pay all  personal  property  Taxes  assessed  with  respect  to the
Equipment  during the term of this Lease and Losses Shall,  upon Lessors  demand
forthwith reimburse Lessor therefore.

14.  Indemnity Losses shall hold lessor harmless from, and defend Lessor against
any and all claims,  actions, suits,  proceedings costs, expenses,  damages, and
liabilities,  including  Attorneys  lose,  arising  out  of,  connected  with or
resuming from the Equipment or this Lessor,  including without  limitation,  the
manufacture  Selection,  delivery,  possession,  use, Operation or return of the
Equipment,  15. DEFAULT AND REMEDIES It Losses default in any payments  required
under Its Lease or under any other lease or agreement  between Lessor and Lessee
or if a position In  bankruptcy  arrangement,  Insolvency or  reorganization  is
filed by or against Lessee or any guarantor at Lessee obligations hereunder,  or
If Losses or any guarantor of Losses's  obligations  makes an assignment lot the
benefit of creditors,  Lessor may, to the extent permitted by law, exercise arty
one or more of the following remedies: (a) To declare the entire balance at ford
hereunder  immediately  due and payable as 10 any or all  schedules at Equipment
covered  hereby and to similarly  accelerate the balances under any Other leases
or  agreements  between  Lessor and Lasso*  Grid to sue lot and recover the then
present  value  computed  at six (11%)  percent  per  annium of both the  unpaid
balance of the  aggressive  from reserved  under this Lessee.  plus the value of
Lassoes anticipated  residual Interest In the Equipment at the expiration of the
Lease. (b) To require Lessee to assemble all Equipment at Lease's expense,  at a
place reasonably designated by Lessor. (c) To remove any physical  Obstructions;
for removal of the  Equipment  from the Place where the Equipment is located and
take  possession  of any or all Items of  Equipment,  without  demand or notice,
wherever same may be located disconnecting and separating at such Equipment from
arty other  property  with or without any count order or  pro-taking  hearing It
being  understood  that  locality of  repossession  in the event of default is a
basis lot the financial  accommodation  reflected try this Lease,  Lessee hereby
waives any and all  damages  Occasioned  by such  relaxing  Lessor  may,  at its
option,  use, ship, store, repair or lease, all Equipment so removed and sell or
otherwise  dispose of any such Equipment at a private or public sale. Lessor may
expose  Equipment  and resell the  Equipment  at Lessee  promises at  reasonable
business  hours without  being  required to remove the  Equipment.  In the event
Lessor Takes  possession at the Equipment  Lessor shah give Last" credit for any
sums received by Lessor from The a" or rental of the Equipment  after  deduction
at the expenses at safe or rental.  Lessee shall also be liable far and shag pay
to  Lessor  (a)  all  expenses   incurred  by  Lessor  in  connection  with  the
enforcoments at any at Lassoes remedies  Including all expenses at repossessing,
storing, shipping, repairing and selling the Equipment (b) reasonable attorney's
to" and, (c) Interest on an sums due Lessor from the data 01 default  until paid
81 the rate of one and  one-half  (1 1/2%)  percent  par  month  but only to the
extent  permitted  by law.  Lessor  and lessee  acknowledge  the  difficulty  in
establishing a value for the unexpired  lease term and owing to such  difficulty
agree that the  provisions  of this  Paragraph  represent  an agreed  measure of
damages and are not to be doomed a forfeiture or penalty  Lessee  understand and
agrees that Lessor s primary  business  is not that of  remarketing  repossessed
equipment, and absent a dew showing of bad faith on the part of Lessor, the fact
that a boner  price could have been  obtained,  or that the manner of sale could
have yielded a baler  price,  shall not Serve as defenses in an action by Lessor
to recover damages pursuant to this Lease Agreement.

n the event Lessee fails 10 perform any of the Term convenience Or conditions of
this Lease other than as Provided above than Lessor` may recover from Losses any
loss or damage  suffered  by Lessor as a result of such  failure.  Whenever  any
payment  is not made by  Lessee  when due  hereunder,  Losses  agrees  to pay to
Lessor, not later than one month thereafter, an amount calculated at the rate of
five cents per one dollar of each such delayed payment, as an administrative lea
to offset Lessor's collection costs, but only to the extent allowed by law. Such
amounts  shall be  payable in  addition  to all  amounts  payable by Lessee as a
result of exercise  of any of the  remedies  herein  provided.  Ali  remedies of
Lessor  hereunder are cumulative are in addition to any other remedies  provided
for by law, and may, to the extent  permitted by law, be exercised  concurrently
or  separately.  The  exercise  of any one  remedy  shall not be deemed to be an
election of such remedy or to produce the exercise at any other tam". No failure
on the pan of the Lessor to  exercise  and no delay in  exercising  any right or
remedy shall operate as a waiver  thereof or modify the terms of this Lease.  In
the event this lessor is determined 10 be a security  agreement Lassoes recovery
shall in no event exceed the maximum permitted by low. 16. LESSEE~S WAIVERS.  To
the  extent  permitted  by law,  Lessee  hereby  waives  any and all  rights and
remedies  conferred  upon a lessee  by  Sections  2A.508  through  2A-522 of the
Uniform Commercial Code in those jurisdictions where Article ZA is in effect. To
the extent  permitted  by law,  Lessee also waives any rights now and  hereafter
conferred by statute or  otherwise  which may require  Lessor to sell.  lease or
otherwise use the  Equipment in  mitigation of Lessor's  damages as set forth in
Paragraph  15 or which may limit or otherwise  modify any of Lassoes  rights and
remedies under Paragraph 15.

17. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATIONS.  In the event Losses fails to
comply with any  provision of This Lease.  Lessor shall have the right but shall
not be  obligated,  to effect such  compliance on behalf of Lessee upon ten (10)
days prior written not to Lessee.  In such event all monies expanded by, and all
expenses of Lessor in affecting such compliance shall be doomed to be additional
rental,  and shall be paid by Lessee to Lessor at the time of the next  periodic
payment of rent. 18.  MISCELLANEOUS.  (a) Lessees  Assignment:  Without Lessor's
prior written consent, Loss" shall rot (Q assign, transfer,  pledge, hypothecate
or otherwise Dispose of the Equipment or any Interest therein,  or (10 sublet or
lend  Equipment  or Permit If to be used by anyone other than Lessee or Lessee's
employee.  (b)  Notices - service  of ail notice  under this Lease and  Personal
Guaranty  it any  shall be in  writing  and  shall be  sufficient  If  delivered
personality or mailed to the party involved at its respective  address sat forth
heroin,  or such other address as said party may provide In writing from time to
time.  Any such notice mailed to said address shall be effective  when deposited
in Ina United States mail, duly addressed and with postage prepaid:  except that
any notice at change of address shall be sent by either  certified or registered
mail,  or  delivered  by some  other  means  in  which  the  recipient  signs an
acknowledgement  at  receipt.  (c) Losses  warrants  that ail  finical and Other
information furnish" to Lessor was of the time of delivery true and correct. (d)
Further  Assurances-Lessee  shelf  provide  Lessor  with such  interim or annual
financial  statements as Lessor requests 19. GENERAL- this inures to the benefit
at and is binding upon the heirs, legatees personal representatives,  successors
and assigns of the parties  hereto.  Time is of the essence of this lease.  This
Lease  contains  the  entire  agreement  between  lessor  and  Lessee,   and  no
modification  of This Lease shag be effective  unless in writing and executed by
an  executive  officer of lessor.  A waiver of default  shall not be a waiver of
arty other or subsequent  default.  Lessee waives trial by jury in any action by
or against Lessor hereunder.  If more than one lessee is named in this lease the
Liability of own shall be joint and several,  in the event any Provision of this
Loa" shall be unenforceable then such provision snag be deemed deleted, however,
no other provision hereof shag be affected thereby.  THIS LEASE SHALL BE BINDING
WHEN  ACCEPTED  IN WRITING  BY THE  LESSOR IN THE STATE OF FLORIDA  AND SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF FLORIDA PROVIDED HOWEVER. IN THE EVENT THIS
LEASE OR ANY PROVISION HEREOF IS NOT ENFORCEABLE  UNDER THE LAWS OF THE STATE OF
FLORIDA THEN THE LAWS OF THE STATE WHERE THE  EOUIPMENT IS LOCATED  SHALL GOVERN
THE  UNDERSIGNED  AGREES THAT IN THE EVENT OF ANY  LITIGATION  ARISING  FROM THE
SUBJECT MATTER OF THIS LEASE, THAT SUIT SHALL BE BROUGHT.  AT LESSORS OPTION, IN
A COURT OF  COMPETE NT  JURISDIC  TION IN EITHER  PALM  BEACH 0R BROWARD  COUNTY
FLORIDA NOTHING  CONTAINED HEREIN IS INTENDED TO PRECLUDE LESSOR FROM COMMENCING
ANY ACTION HEREUNDER IN ANY COURT HAVING JURISDICTION THEREOF.

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