<PAGE>
                                  Exhibit 10.1

                          NOTICE TO PROSPECTIVE TENANTS

THE ATTACHED DOCUMENT IS A DRAFT LEASE. PLEASE KEEP IN MIND THAT THE SUBMISSION
OF THE DOCUMENT IS FOR EXAMINATION AND REVIEW AND SHOULD NOT BE CONSIDERED AS A
BINDING OFFER TO LEASE SPACE OR CONSTITUTE A MEETING OF THE MINDS WITH RESPECT
TO THE CONTENTS. THE DOCUMENT WILL NOT HAVE A BINDING EFFECT ON THE PARTIES
UNLESS AND UNTIL EXECUTED AND DELIVERED BY BOTH LANDLORD AND TENANT.
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                                      LEASE

                                     Between

                   AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.
                                   ("TENANT")

                                       and

                          CITY CENTER ASSOCIATES, LTD.
                                  ("LANDLORD")

                               DATE: May 27, 1999
<PAGE>

                                      LEASE

      THIS LEASE AGREEMENT ("Lease") is made this 27th day of May, 1999 between
"Landlord" and "Tenant," as hereafter defined.

                                   WITNESSETH:

      WHEREAS, Tenant desires to lease from Landlord, and Landlord desires to
lease to Tenant, certain commercial office space set forth herein.

      NOW, THEREFORE, for and in consideration of the rents and all other
charges and payments hereunder and of the covenants, agreements, terms,
provisions and conditions, Landlord and Tenant hereby agree as follows:

1. DEFINITIONS. For purposes of this Lease, the following terms shall have the
meanings set forth in this section, unless the context clearly requires
otherwise:

      (a)   "Landlord": CITY CENTER ASSOCIATES, LTD.

            Address:    100 2nd Avenue South, Suite 201S
                        St. Petersburg, Florida 33701

      (b)   "Tenant":   AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC., a Nevada
                        Corporation

            Address:    100 2nd Avenue South, Suite 1100
                        St. Petersburg, Florida 33701

      (c)   "Premises": Suite No. 1100 consisting of approximately 10,815 square
            feet of net rentable area, which the parties agree are contained in
            the Premises, as outlined in red on the attached Exhibit "A",
            expressly made a part hereof. The Premises are located on the 11th
            floor of the south tower of the structure, hereinafter called the
            "Building" located at 100 2nd Avenue South, St. Petersburg, Florida.

      (d)   "Use of Premises": General office use and related uses only.

      (e)   "Commencement Date": June 1, 1999.

      (f)   "Term": Sixty (60) months commencing on the Commencement Date,
            ending on May 31, 2004.
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      (g)   "Rent": Rent shall be the amounts set forth in, and shall be paid in
            accordance with, Section 3 of this Lease. Rent and all other sums
            payable by Tenant to Landlord under this Lease, plus any applicable
            tax, shall be paid to Landlord, without demand, deduction or offset,
            at its management office presently located at 100 Second Avenue
            South, Suite 201S, St. Petersburg, Florida 33701, or at such other
            place as Landlord may hereafter specify in writing.

      (h)   "Security Deposit": N/A

      (i)   "Operating Expense Base": $6.50 per rentable square foot of Premises
            per annum.

      (j)   "Proportionate Share": Rentable areas in the Premises (10,815 square
            feet) divided by the rentable area in the Building (238,388 square
            feet) which equals 4.54 percent. If the size of the Premises is for
            any reason adjusted, Tenant's Proportionate Share shall be likewise
            adjusted accordingly.

2. PREMISES AND TERM. Landlord, in consideration of the Rent hereinafter
reserved to be paid and of the covenants, conditions and agreements to be kept
and performed by Tenant, hereby leases, lets and demises to Tenant, and Tenant
hereby leases and hires from Landlord, that certain space called the Premises as
described above in Section 1(c).

      (a)   Tenant's obligation to perform this Lease shall be conditioned upon
            Landlord obtaining possession of the Premises from the tenant under
            the lease agreement to which the Premises is currently subject. If
            Landlord, for any reason whatsoever, cannot deliver possession of
            the Premises to Tenant on or before the Commencement Date described
            above, this Lease shall not be void or voidable, nor shall Landlord
            be liable to Tenant for any loss or damage resulting therefrom, but,
            in that event, there still shall be an abatement of Rent covering
            the period between the Commencement Date and the time when Landlord
            can deliver possession, the date when Landlord can deliver
            possession being deemed to be the "Commencement Date". The ending
            date of this Lease shall be extended for not less than an identical
            period of time that transpired between the anticipated Commencement
            Date and the actual Commencement Date, it being the parties intent
            that this Lease have not less than a complete Term as described and
            contemplated in Section 1(f) above. To this end, if the actual
            Commencement Date is a day other than the first day of a particular
            month, the Term of this Lease shall not expire until the last day of
            the last month of the proposed Term as described in Section 1(f). If
            the Commencement Date is other than the anticipated Commencement
            Date, the parties representatives shall execute a letter amendment


                                       2
<PAGE>

            to this Lease (which they are hereby authorized to do) whereby the
            Commencement Date and expiration date of this Lease will be
            specified. By occupying the Premises, Tenant shall be conclusively
            deemed to have accepted the Premises as complying fully with
            Landlord's covenants and obligations.

3. RENT.

      (a)   Rent for the Term of this Lease shall be in the following amounts:

                  YEAR 1:     6/1/99 through 12/31/99
                              Rate - $15.70 per rentable square foot
                              Total Base Rent for Period - $99,047.38
                              Months 1 through 7 - $14,149.63 per month

                              1/1/00 through 5/31/00
                              Rate - $16.00 per rentable square foot
                              Total Base Rent for Period - $72,100.00
                              Months 8 through 12 - $14,420.00 per month

                  YEAR 2:     Rate - $16.50 per rentable square foot
                              Total Base Rent for Year 2 - $178,447.50
                              Months 13 through 24 - $14,870.63 per month

                  YEAR 3:     Rate - $17.00 per rentable square foot
                              Total Base Rent for Year 3 - $183,855.00
                              Months 25 through 36 - $15,321.25 per month

                  YEAR 4:     Rate - $17.75 per rentable square foot
                              Total Base Rent for Year 4 - $191,966.25
                              Months 37 through 48 - $15,997.19 per month

                  YEAR 5:     Rate - $18.50 per rentable square foot
                              Total Base Rent for Year 5 - $200,007.50
                              Months 49 through 60 - $16,673.13 per month

      (b)   Tenant covenants and agrees to pay, without demand, deduction, or
            offset, Rent, as described above, and Additional Rent, as described
            below, plus all applicable sales tax, to Landlord, at its management
            office at the address shown in Section 1(a), or at such other
            address as Landlord shall designate in writing from time to time, on
            or before the first (1st) day of the first (1st) full calendar month
            of the Term hereof and on or before the first (1st) day of each and
            every successive calendar month thereafter during the full Term of
            this Lease, subject to the


                                       3
<PAGE>

            adjustments as provided hereinafter along with any applicable tax,
            at the then current rate. In the event the Commencement Date occurs
            on a day other than the first (1st) day of a calendar month, the
            first Rent payment shall be in the amount of the Rent for one (1)
            full calendar month plus the prorated Rent for the calendar month in
            which the Term of this Lease commences, such payment to be due on
            the Commencement Date.

      (c)   Whenever under the terms of this Lease any sum of money is required
            to be paid by Tenant in addition to the Rent herein reserved,
            whether or not such sum is herein described as "Additional Rent" or
            a provision is made for the collection of said sum as "Additional
            Rent," said sum shall nevertheless, at Landlord's option, if not
            paid when due, be deemed Additional Rent, and shall be collectible
            as such with the first installment of Rent thereafter falling due
            hereunder. In the event any installment or increment of Rent or
            Additional Rent payable under this Lease shall not be paid within
            three (3) business days after the date due, a "late charge" of five
            percent (5%) of the amount overdue may be charged (as Additional
            Rent) by Landlord for the purpose of defraying the expense incident
            to handling such overdue payment and for the purpose of compensating
            Landlord for its attendant loss of cash flow.

4. INTENTIONALLY LEFT BLANK.

5. OPERATING EXPENSE ADJUSTMENTS.

      (a)   The parties each acknowledge that the Rent specified in Section 3 of
            this Lease does not provide for increases in Operating Expenses,
            Real Estate Taxes, and Utility Costs which may hereafter affect the
            Premises or the Building; accordingly, during the Term of this
            Lease, and any renewals thereof, Tenant shall pay to Landlord, in
            the form of Additional Rent (plus any applicable tax), its
            Proportionate Share of increased expenses over the Operating Expense
            Base.

      (b)   to implement and effect the foregoing obligation of Tenant to pay
            its Proportionate Share of the expenses, taxes and costs referenced
            in this Section 5, the parties agree that Tenant shall pay Landlord
            on or before the first day of each calendar month one-twelfth (1/12)
            of the amount of Tenant's estimated annualized liability for such
            expenses, taxes and costs for the coming calendar year. Any amount
            paid by Tenant which exceeds the correct amount due shall be
            credited to the next succeeding payment due under this Section 5. If
            Tenant has paid less than the correct amount due, Tenant shall pay
            the balance within ten (10) days of receipt of notice from Landlord.
            If the Term of this Lease shall begin or end other than on the first
            day or last day of a calendar year, the foregoing expenses, taxes
            and costs shall be billed and adjusted on the basis of such fraction
            of a calendar


                                       4
<PAGE>

            year. Tenant's obligation to pay the adjustments described in this
            Section 5 shall survive the expiration of this Lease. Tenant shall
            have thirty (30) days following the submission to it by Landlord of
            each applicable adjustment calculation to object to each such
            calculation. Should Tenant fail duly and timely to review such
            calculation, which objection, to be effective, must be in writing
            and must state the particulars of such objection, then, the parties
            understand and agree, Landlord's calculation shall be conclusively
            deemed to be correct.

      (c)   The term "Real Estate Taxes" shall mean the annual taxes and any
            special assessments or other charges levied against the real
            property of which the Premises are a part by any authority having
            the direct power so to tax, including any city, county, state or
            Federal government, or any school, agricultural, transportation or
            environmental control agency, lighting, drainage, or other
            improvement district thereof, and shall include the expense of
            contesting the amount or validity of any such taxes, charges or
            assessments. The term "Operating Expenses" shall include the annual
            expenses of Landlord for the operation, maintenance and repair of
            the Premises and Building which are reasonable or customary for the
            operation of this type of Premises and Building and shall include,
            but not be limited to, management salaries, consultants' fees,
            maintenance and janitorial expense, administrative salaries, costs
            and fees, insurance, security and landscaping. The term "Utility
            Costs" shall include Landlord's annual expenses for the operation
            and maintenance of the Building and the Premises with respect to
            utility charges for furnishing heat, air-conditioning, electricity,
            water, sewerage, gas, garbage removal, etc.

6. USE OF PREMISES. The Premises shall be used by Tenant as described above in
Section 1(d), and for no other purpose without the prior written discretionary
consent of Landlord. Tenant shall not do or permit to be done in or about the
Premises, nor bring or keep or permit to be brought or kept therein, anything
which is prohibited by or will in any way conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which may hereafter
be enacted or promulgated, or which is prohibited by any standard form of fire
insurance policy or will in any way increase the existing rate of or affect any
fire or other insurance upon the Building or any of its contents, or cause a
cancellation of any insurance policy covering the Building or any part thereof
or any of its contents. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or interfere with the rights
of other tenants of the Building, or injure or annoy them or use or allow the
Premises to be used for any improper, immoral, unlawful or objectionable purpose
(as determined by Landlord); nor shall Tenant cause, maintain, or permit any
nuisance (as determined by Landlord or by law) in or about the Premises or
commit or suffer to be committed any waste in, on, or about the Premises.
Tenant, at Tenant's expense, shall comply with all laws, rules, orders,
statutes, ordinances, directions, regulations and requirements of all federal,
state, county and municipal authorities pertaining to Tenant's use of the
Premises and with the recorded


                                       5
<PAGE>

covenants, conditions and restrictions pertaining thereto, regardless of when
they become effective or applicable, including, without limitation, all
applicable federal, state and local laws, regulations or ordinances pertaining
to air and water quality, hazardous materials, waste disposal, air emissions and
other environmental matters, all zoning and other land use matters, and the
Americans with Disabilities Act of 1990 and Florida Americans With Disabilities
Accessibility Implementation Act, as both may be amended from time to time
(collectively "ADA") and with any direction of any public officer or officials
which shall impose any duty upon Landlord or Tenant with respect to the use or
occupation of the Premises.

7. ASSIGNMENT AND SUBLETTING.

      (a)   Tenant shall not assign the right of occupancy under this Lease, or
            any other interest therein, or sublet the Premises, or any portion
            thereof, without the prior written consent of Landlord, which
            consent shall not unreasonably be withheld. If the proposed
            sublessee or assignee is an existing tenant in the Building,
            Landlord shall not be required to consent to the proposed sublease
            or assignment if there is existing space in the Building not then
            subject to a lease, and Landlord's withholding of consent on that
            basis shall not be considered unreasonable. When Tenant requests
            Landlord's consent to such assignment or sublease, Tenant shall
            notify Landlord in writing of the name and address of the proposed
            assignee or subtenant and the nature and character of the business
            of the proposed assignee or subtenant and shall provide financial
            information including financial statements of the proposed assignee
            and subtenant. Tenant shall also provide Landlord with a copy of the
            proposed sublease or assignment agreement. Tenant absolutely shall
            have no right of assignment or subletting if Tenant is or has ever
            been in default of this Lease. Should Landlord elect to grant its
            written consent to any proposed assignment or sublease (whether by
            Tenant or by others claiming by or through Tenant), Tenant or such
            others agree to pay Landlord an administrative fee for each
            transaction in a reasonable amount (but not less than $250.00), plus
            reasonable attorneys' and paralegals' fees to process and approve
            such assignment or sublease, and Landlord may prescribe the
            substance and form of such assignment or sublease.

      (b)   Notwithstanding any assignment of the Lease, or the subletting of
            the Premises, or any portion thereof, Tenant shall continue to be
            liable for the performance of the terms, conditions and covenants of
            this Lease, including, but not limited to, the payment of Rent and
            Additional Rent. Consent by Landlord to one or more assignments or
            sublettings shall not operate as a waiver of Landlord's rights as to
            any subsequent assignments' or sublettings. Landlord shall have the
            additional option, which shall be exercised by providing Tenant with
            written notice, of


                                       6
<PAGE>

            terminating Tenant's rights and obligations under this Lease rather
            than permitting any assignment or subletting by Tenant.

      (c)   Should Landlord permit any assignment or subletting by Tenant and
            should the monies received as a result of such assignment or
            subletting (when compared to the monies still payable by Tenant to
            Landlord) be greater than would have been received hereunder had not
            Landlord permitted such assignment or subletting, then the excess
            shall be payable by Tenant to Landlord, it being the parties'
            intention that Landlord, and not Tenant, in consideration for
            Landlord's permitting such assignment or subletting, shall be the
            party to receive any profit from any such assignment or subletting.
            If there are one or more assignments or sublettings by Tenant to
            which Landlord consents, then any and all renewal options to be
            exercised subsequent to the date of such assignment or subletting
            and any options to lease additional space in the Building to be
            exercised subsequent to the date of such assignment or subletting
            are absolutely waived and terminated at Landlord's sole discretion.
            In the event of transfer and assignment by Landlord of its interest
            in this Lease and/or sale of the Building containing the Premises,
            either of which it may do at its sole option, Landlord shall thereby
            be released from any further obligations hereunder, and Tenant
            agrees to look solely to such successor in interest of Landlord for
            performance of such obligations. The provisions of Section 37
            hereafter dealing with "Notices" shall be amended to provide the
            correct names and addresses of the assignee or sublessee. If Tenant
            is a corporation whose stock is not regularly traded on a bona fide
            public exchange, and if any transfer, sale, pledge or other
            disposition of the common stock shall occur which changes the power
            to vote the majority of the outstanding capital stock of the
            company, such action shall be considered an assignment under the
            terms of this Lease. Any breach of this Section 7 by Tenant will
            constitute a default under the terms of this Lease, per Section 20
            hereof.


                                       7
<PAGE>

8. ACCESS TO PREMISES. Landlord or its authorized agent or agents shall have the
right to enter upon the Premises at all reasonable times for the purposes of
inspecting the same, preventing waste, making such repairs as Landlord may
consider and showing the Premises to prospective tenants, mortgagees and/or
purchasers. If during the last month of the Term, Tenant shall have removed all
or substantially all of Tenant's property therefrom, Landlord may immediately
enter and alter, renovate and redecorate the Premises without elimination or
abatement of Rent or incurring liability to Tenant for any compensation or
offsets in Rent and charges owed and such acts shall have no effect upon this
Lease.

9. LANDLORD'S SERVICES.

      (a)   Landlord shall, at its expense, furnish the Premises with (i)
            electricity subject to Section 10 of this Lease (ii) heat and
            air-conditioning during reasonable and usual business hours (defined
            to be 8:00 a.m. until 6:00 p.m. Monday through Friday, and 8:00 a.m.
            until 12:00 noon Saturday), except on Federal holidays, reasonably
            required for the occupation of the Premises, such heat and air
            conditioning to be provided by utilizing the existing systems in the
            Building, it being expressly understood and agreed by the parties
            that Landlord specifically shall not be liable for any losses or
            damages of any nature whatsoever incurred by Tenant due to any
            failure of the equipment to function properly, or while it is being
            repaired, or due to any governmental laws, regulations or
            restrictions pertaining to the furnishing or use of such heat and
            air conditioning; (iii) elevator service; (iv) lighting replacement
            for Building Standard lights; (v) toilet room supplies; (vi) daily
            janitor service during the time and in the manner that such janitor
            service is customarily furnished in first class office buildings in
            the metropolitan area where the Building is located; (vii) water;
            and (viii) sewerage. The foregoing services are designated "Building
            Standard."

      (b)   Tenant agrees that Landlord is only responsible for Building
            Standard maintenance and Building Standard services. If other, more
            complete or special services and maintenance (over Building
            Standard) are required, then Tenant solely shall be and is
            responsible for same and for any expenses and costs of any nature
            whatsoever associated with same. To this end, Tenant is and shall be
            solely responsible for any expenses and costs of any nature
            whatsoever associated with, among other things, maintaining upgraded
            tenant improvements in the Premises, replacing non-Building Standard
            lighting fixtures and bulbs in the Premises, servicing, operating
            and maintaining any separate and non-Building Standard HVAC systems
            and facilities serving the Premises, etc.

      (c)   Landlord shall not be liable for any damages directly or indirectly
            resulting from, nor shall any Rent herein set forth be reduced or
            abated by reason of (1)


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            installation, use, or interruption of use of any equipment in
            connection with the furnishing of any of the foregoing services, or
            (2) failure to furnish, or delay in furnishing, any such services
            when such failure or delay is caused by accident or any condition
            beyond the reasonable control of Landlord or by the making of
            necessary repairs or improvements to the Premises or to the Building
            or because of any governmental laws, regulations or restrictions.
            The temporary failure to furnish any such services shall not be
            construed as an eviction of Tenant or relieve Tenant from the duty
            of observing and performing any and all of the provisions of this
            Lease.

      (d)   Landlord shall provide Tenant HVAC services to the Premises outside
            reasonable and normal building hours at the request of Tenant, and
            shall pay Landlord, as Additional Rent, a fee in the amount of
            $25.00 per hour or part thereof for the time such services are
            provided.

10. ELECTRICAL OVERLOAD; STRUCTURAL OVERLOAD.

      (a)   Tenant's use of electrical services furnished by Landlord shall be
            subject to the following:

                  (1)   Tenant's electrical equipment shall be restricted to
                        that equipment which individually does not have a rated
                        capacity greater than .5 kilowatts per hour and/or
                        require voltage other than 120/208 volts, single phase.
                        Collectively, Tenant's equipment shall not have an
                        electrical design load greater than an average of 3
                        watts per square foot (including overhead lighting).

                  (2)   Tenant's overhead lighting shall not have a design load
                        greater than an average of 2 watts per square foot.

                  (3)   If Tenant's consumption of electrical services exceeds
                        either the rated capacities and/or design loads as per
                        subsections (1) and (2) above, then Tenant shall remove
                        such equipment and/or lighting to achieve compliance
                        within ten (10) days after receiving notice from
                        Landlord. Or upon receiving Landlord's prior written
                        approval, such equipment and/or lighting may remain in
                        the Premises, subject to the following:

                        a.    Tenant shall pay for all costs of installation and
                              maintenance of submeter, wiring, air conditioning
                              and other items


                                       9
<PAGE>

                              required by Landlord, in Landlord's discretion, to
                              accommodate Tenant's excess design loads and
                              capacities.

                        b.    Tenant shall pay to Landlord, upon demand, the
                              cost of the excess demand and consumption of
                              electrical service at rates determined by Landlord
                              which shall be in accordance with any applicable
                              laws.

                        c.    Landlord may, at its option, upon not less than
                              thirty (30) days' prior written notice to Tenant,
                              discontinue the availability of such extraordinary
                              utility service. If Landlord gives any such
                              notice, Tenant will contract directly with the
                              public utility for the supplying of such utility
                              service to the Premises.

      (b)   Tenant shall not place a load upon any floor of the Premises
            exceeding the floor load per square foot area which such floor was
            designed to carry and which may be allowed by law. Landlord reserves
            the right to prescribe the weight and position of all heavy
            equipment and similar items and any reinforcement deemed by Landlord
            to be required under the circumstances, such reinforcement to be at
            Tenant's pre-paid expense.

11. PARKING AREAS. Landlord shall keep and maintain in good condition

any parking areas that may be provided. Landlord reserves the right to control
the method, manner and time of parking in parking spaces. During the Term of
this Lease, Landlord shall make available for Tenant's use eleven (11) assigned
parking spaces in the Garage adjacent to the Building. Tenant shall pay
Landlord, as Additional Rent, in advance on or before the first day of each
calendar month, the building standard monthly charge, as determined by Landlord
from time to time, for each parking space. Subject to availability, as
determined by Landlord in its sole discretion, Landlord may make additional
parking spaces in the Garage available for Tenant's use on a month-to-month
basis in addition to the eleven assigned spaces described above. Landlord may
terminate Tenant's use of any month-to-month parking space so provided at the
end of any calendar month by giving Tenant written notice of such termination no
later than the fifteenth day of that calendar month. Tenant shall pay Landlord,
as Additional Rent, in advance on or before the first day of each calendar month
for which any month-to-month parking space use is provided, the building
standard monthly charge, as determined by Landlord in its sole discretion, for
each parking space so provided for that calendar month. Tenant acknowledges that
use of assigned parking spaces can only be guaranteed during normal business
hours, and that the Garage is available for public parking outside normal
business hours.


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<PAGE>

12. LEASEHOLD IMPROVEMENTS.

      (a)   The Premises are rented "as is", without any additional services or
            improvements to be rendered by Landlord other than those services
            described in Section 9 and such other services or improvements as
            are described in Exhibit "B" attached hereto and expressly made a
            part hereof. If Landlord is to additionally alter, remodel, improve,
            or do any physical act or thing to the Premises other than the work
            described in Exhibit "C", same shall be at the sole expense of
            Tenant and shall be effected only by an "Extra Work Agreement"
            signed by the parties, the monies due Landlord from Tenant for which
            shall be deemed "Additional Rent" hereunder. In the absence of an
            "Extra Work Agreement" signed by the parties, Landlord is under no
            obligation to make any such alteration, remodeling or improvement or
            do any physical act or thing to the Premises.

      (b)   Any and all extraordinary expenses and costs of any nature
            whatsoever attributable to the installation, maintenance and/or
            removal of telephone equipment, computer equipment and the like
            shall be borne solely by Tenant and may be deemed by Landlord to be
            "Additional Rent" hereunder.

13. REPAIRS AND MAINTENANCE. Landlord will, at its own cost and expense, except
as may be provided elsewhere herein, make necessary repairs of damage to the
Building corridors, lobby, structural members of the Building, and equipment
used to provide the Building Standard services referred to in Section 9, unless
any such damage is caused by acts or omissions of Tenant, its agents, customers,
employees, principals, contractors, consultants, assigns, subtenants or
invitees, in which event Tenant will bear the cost of such repairs. Tenant will
not injure the Premises or the Building but will maintain the Premises in a
clean, attractive condition and in good repair, except as to damage to be
repaired by Landlord as provided above. Upon termination of this Lease, Tenant
will surrender and deliver the Premises to Landlord in the same condition in
which they existed at the commencement of this Lease, excepting only ordinary
wear and tear and damage arising from any cause not required to be repaired by
Tenant. This Section 13 shall not apply in the case of damage or destruction by
fire or other casualty which is covered by insurance maintained by Landlord on
the Building (as to which Section 16 hereof shall apply) or damage resulting
from an Eminent Domain taking (as to which Section 18 hereof shall apply).

14. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations, additions or
improvements to the Premises without the prior written approval of Landlord,
unless in each instance and for each such alteration, addition or improvement
Landlord or a contractor approved by Landlord is hired to do such alterations,
additions or improvements. Such approval shall not be unreasonably withheld in
the case of alterations, additions or improvements to the interior of


                                       11
<PAGE>

the Premises if such alterations, additions, or improvements are normal for the
use described in Section 1(d) of this Lease, do not adversely affect the utility
of the Premises for future tenants, do not alter the exterior of the Building,
and are accompanied by prepayment or bond provisions or waivers by the
contractor in form satisfactory to Landlord sufficient to protect the Building
from claims of lien of any sort; otherwise, such approval may be withheld for
any reason whatsoever. Furthermore, such alterations, additions or improvements
absolutely shall not affect the plumbing, electrical and HVAC systems in the
Premises or the Building and shall not be of a structural nature. Tenant shall
conduct its work in such a manner as to maintain harmonious labor relations and
as not to interfere with the operation of the Building and shall, prior to the
commencement of the work, submit to Landlord copies of all necessary permits.
Landlord reserves the right to have final approval of the contractors hired by
Tenant. All such contractors hired by Tenant shall be, at levels and coverages
prescribed by Landlord, bonded and insured, and Landlord may require evidence of
same, which Tenant agrees to secure and provide Landlord prior to the
commencement of any work by such contractors. All alterations, additions or
improvements, whether temporary or permanent in character, made in or upon the
Premises, either by Landlord or Tenant, shall be Landlord's property and at the
end of the Term hereof shall remain in or upon the Premises without compensation
to Tenant. If, however, Landlord shall request in writing, Tenant will, prior to
expiration or earlier termination of this Lease, remove any and all alterations,
additions and improvements placed or installed by Tenant in the Premises, and
will repair any damage caused by such removal. All of Tenant's furniture,
movable trade fixtures and equipment not attached to the Building may be removed
by Tenant at the termination of this Lease, if Tenant so elects, and shall be so
removed, if required by Landlord, and, if not so removed, shall, at the option
of Landlord, become the property of Landlord. To the extent Tenant makes any
alterations, additions or improvements and/or to the extent Landlord on behalf
of Tenant under "Extra Work Agreement" makes such alterations, additions or
improvements, and as a result thereof it can be determined that such
alterations, additions or improvements caused an increase in real estate taxes
or insurance premiums, then Tenant shall be responsible for reimbursing Landlord
for such increases as Landlord may pay. Tenant shall keep the Premises and
Building free from any liens arising from any work performed in accordance with
this Lease. Any such alterations, additions or improvements conducted by Tenant
shall be in accordance with all federal, state and local laws, rules and
regulations, including, without limitation, the ADA.

15. INDEMNITY. Landlord shall not be liable for, and Tenant will indemnify and
save Landlord harmless of and from, all fines, suits, damages, claims, demands,
losses and actions (including reasonable attorneys' fees and paralegals' fees
(whether incurred in court, out of court, on appeal or in bankruptcy or
administrative proceedings) for any injury to person or damage to or loss of
property on or about the Premises and Building caused by the negligence or
misconduct or breach of this Lease by Tenant, its employees, agents, principals,
contractors, consultants, assigns, subtenants, invitees or by any other person
entering the Premises or the Building under express or implied invitation of
Tenant, or arising out of Tenant's use of the


                                       12
<PAGE>

Premises, unless such injury or damage was caused solely by Landlord's gross
negligence. Landlord shall not be liable or responsible for any loss or damage
to any property or the death or injury to any person occasioned by theft, fire,
act of God, public enemy, injunction, riot, strike, insurrection, war, court
order, requisition of a governmental body of authority, by other tenants of the
Building or by any other matter beyond the absolute control of Landlord, or for
any injury or damage or inconvenience which may arise through repair or
alteration of any part of the Building, or failure to make repairs, or from any
cause whatsoever except Landlord's negligence or intentional act. It is
specifically understood and agreed that there shall be no personal liability on
Landlord with respect to any of the covenants, conditions or provisions of this
Lease; in the event of a breach or default by Landlord of any of its obligations
under this Lease, Tenant shall look solely to the equity of Landlord in the
Building for the satisfaction of Tenant's remedies. Separate from and in
addition to any consideration for the execution of this Lease, Landlord has paid
to Tenant the sum of $50.00 as consideration for Tenant's indemnification under
this Lease.

16. DAMAGE BY FIRE OR THE ELEMENTS.

      (a)   In the event that the Building should be totally destroyed by fire,
            tornado or other casualty, or in the event the Premises or Building
            should be so damaged that rebuilding or repairs cannot be completed
            within one hundred eighty (180) days after the date of such damage,
            either Landlord or Tenant may, at its option, by written notice to
            the other given not more than thirty (30) days after the date of
            such fire or other casualty, terminate this Lease. In such event,
            the Rent shall be abated during the unexpired portion of this Lease
            effective with the date of such fire or other casualty.

      (b)   In the event the Building or the Premises should be damaged by fire,
            tornado, or other casualty covered by Landlord's insurance but only
            to such extent that rebuilding or repairs can be completed within
            one hundred eighty (180) days after the date of such damage, or if
            the damage should be more serious but neither Landlord nor Tenant
            elects to terminate this Lease, then Landlord shall, within thirty
            (30) days after the date of such damage or such election, commence
            to rebuild or repair the Building and/or the Premises and shall
            proceed with reasonable diligence to restore the Building and/or the
            Premises to substantially the same condition in which it/they
            was/were immediately prior to the happening of the casualty, except
            that Landlord shall not be required to rebuild, repair or replace
            any part of the furniture, equipment, fixtures and other
            improvements which may have been placed by Tenant or other tenants
            within the Building or Premises. Landlord shall, unless such damage
            is the result of the negligence or willful misconduct of Tenant or
            Tenant's employees, agents, principals, contractors, consultants,
            assigns, subtenants or invitees, allow Tenant a fair diminution of
            Rent during the time of such rebuilding or repairs. In the event any


                                       13
<PAGE>

            mortgagee, or the holder of any deed of trust, security agreement or
            mortgage on the Building, requires that the insurance proceeds be
            used to retire the mortgage debt, Landlord shall have no obligation
            to rebuild and this Lease shall terminate upon notice to Tenant. Any
            insurance which may be carried by Landlord or Tenant against loss or
            damage to the Building or to the Premises shall be for the sole
            benefit of the party carrying such insurance and under its sole
            control.

17. BUILDING RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the Rules and Regulations printed on or annexed to this Lease and all
reasonable modifications of and additions thereto from time to time put into
effect by Landlord. Landlord shall not be responsible to Tenant for the
nonperformance of any said Rules and Regulations by any other tenant or occupant
of the Building. Tenant shall and does hereby have an affirmative obligation (to
include indemnification of Landlord, per Section 15 hereof) to notify its
agents, employees, principals, assigns, subtenants and invitees of the contents
of such Rules and Regulations and of this Lease and to assure their compliance
therewith.

18. EMINENT DOMAIN. If the whole or a portion of the Building shall be taken for
any public or quasi-public use under any statute or by right of Eminent Domain
or private purchase in lieu thereof, then at Landlord's option, but not
otherwise, the term hereby demised and all rights of Tenant hereunder shall
immediately cease and terminate and the Rent shall be adjusted as of the date of
such termination. Tenant shall be entitled to no part of the award made for such
condemnation (or other taking) or the purchase price thereof. Nevertheless,
anything to the contrary notwithstanding, likewise at Landlord's option, but not
otherwise, if the Premises are unaffected by such condemnation (or other
taking), then this Lease and each and every one of its provisions shall continue
in full force and effect.

19. SIGNS AND ADVERTISING. Without the prior written approval of Landlord, which
may be withheld at Landlord's discretion, Tenant shall not permit the painting
or display of any signs, placard, lettering, or advertising material of any kind
on or near the exterior of the Premises or the Building. Notwithstanding the
foregoing, Tenant may, with Landlord's prior approval, display Tenant's name on
or near the entrance to the Premises, in a manner prescribed by Landlord.

20. TENANT'S DEFAULT.

      (a)   Landlord, at its election, may exercise any one or more of the
            options referred to below upon the happening, or at any time after
            the happening, of any one or more of the following events, to wit:


                                       14
<PAGE>

                  (1)   Tenant's failure to pay the Rent, Additional Rent, or
                        any other sums payable hereunder for a period of three
                        (3) days after written notice by Landlord;

                  (2)   Tenant's failure to observe, keep or perform any of the
                        other terms, covenants, agreements or conditions of this
                        Lease or in the Building Rules and Regulations for a
                        period of ten (10) days after written notice by
                        Landlord;

                  (3)   The bankruptcy of Tenant;

                  (4)   Tenant making an assignment for the benefit for
                        creditors;

                  (5)   A receiver or trustee being appointed for Tenant or a
                        substantial portion of Tenant's assets;

                  (6)   Tenant's voluntary petitioning for relief under, or
                        otherwise seeking the benefit of, any bankruptcy,
                        reorganization, arrangement or insolvency law;

                  (7)   Tenant's deserting, vacating or abandoning any
                        substantial portion of the Premises or attempting to
                        mortgage or pledge or otherwise encumber in any way its
                        interest hereunder;

                  (8)   Tenant's interest under this Lease being sold under
                        execution or other legal process;

                  (9)   Tenant's interest under this Lease being modified or
                        altered by an unauthorized assignment or subletting or
                        by operation of law;

                  (10)  Any of the goods or chattels of Tenant used in, or
                        incident to, the operation of Tenant's business in the
                        Premises being seized, sequestered, or impounded by
                        virtue of, or under authority of, any legal proceeding.

                  (11)  Tenant's failure to pay timely the Rent, Additional
                        Rent, or any other sums payable hereunder when due for
                        two (2) consecutive months or for a total of four (4)
                        months in any lease or calendar year, no notice
                        whatsoever to be due Tenant from Landlord;


                                       15
<PAGE>

                  (12)  Tenant's failure to operate continuously during normal
                        business hours from the Premises in a fully staffed,
                        fully equipped manner and/or as contemplated by Section
                        1(d) of this Lease; or

                  (13)  Tenant's failure to take occupancy of the Premises when
                        same is tendered by Landlord to Tenant, unless Rent has
                        been prepaid to cover the applicable period of
                        non-occupancy.

      (b)   In the event of any of the foregoing happenings, Landlord, at its
            election, may exercise any one or more of the following options, the
            exercise of any of which shall not be deemed to preclude the
            exercise of any others herein listed or otherwise provided by
            statute or general law at the same time or in subsequent times or
            actions;

                  (1)   Terminate Tenant's right to possession under the lease
                        and re-enter and retake possession of the Premises and
                        relet or attempt to relet the Premises on behalf of
                        Tenant at such rent and under such terms and conditions
                        as Landlord may deem best under the circumstances for
                        the purpose of reducing Tenant's liability. Landlord
                        shall not be deemed to have thereby accepted a surrender
                        of the Premises, and Tenant shall remain liable for all
                        Rent, Additional Rent, or other sums due under this
                        Lease and for all damages suffered by Landlord because
                        of Tenant's breach of any of the covenants of the Lease.

                  (2)   Declare this Lease to be terminated, ended and null and
                        void, and re-enter upon and take possession of the
                        Premises whereupon all right, title and interest of
                        Tenant in the Premises shall end.

                  (3)   Accelerate and declare the entire remaining unpaid Rent
                        and Additional Rent for the balance of this Lease to be
                        immediately due and payable forthwith, and may, at once,
                        take legal action to recover and collect the same.

      (c)   No re-entry or retaking possession of the Premises by Landlord shall
            be construed as an election on its part to terminate this Lease,
            unless a written notice of such intention be given to Tenant, nor
            shall pursuit of any remedy herein provided constitute a forfeiture
            or waiver of any Rent or other monies due to Landlord hereunder or
            of any damages accruing to Landlord by reason of the violations of
            any of the terms, provisions, and covenants herein contained.
            Landlord's acceptance of Rent or Additional Rent or other monies
            following any event of default hereunder shall not be construed as
            Landlord's waiver of such event of default. No forbearance by
            Landlord of action upon any violation or breach of any of the terms,
            provisions, and covenants herein contained shall be


                                       16
<PAGE>

            deemed or construed to constitute a waiver of the terms, provisions,
            and covenants herein contained. Forbearance by Landlord to enforce
            one or more of the remedies herein provided upon an event of default
            shall not be deemed or construed to constitute a waiver of any other
            violation or default. Legal actions to recover for loss or damage
            that Landlord may suffer by reason of termination of this Lease or
            the deficiency from any reletting as provided for above shall
            include the expense of repossession or reletting and any repairs or
            remodeling undertaken by Landlord following repossession.

      (d)   The parties hereto shall, and they hereby do, waive trial by jury in
            any action, proceeding, or counterclaim brought by either of the
            parties hereto against the other on any matters whatsoever arising
            out of, or in any way connected with, this Lease, the relationship
            of landlord and tenant, Tenant's use or occupancy of the Premises
            and/or Building, and/or claim or injury or damage. In the event
            Landlord commences any proceeding to enforce this Lease or the
            landlord/tenant relationship between the parties or for non-payment
            of Rent (of any nature whatsoever) or additional monies due Landlord
            from Tenant under this Lease, Tenant will not interpose any
            counterclaim of whatever nature or description in any such
            proceedings. In the event Tenant must, because of applicable court
            rules, interpose any counterclaim or other claim against Landlord in
            such proceedings, Landlord and Tenant covenant and agree that, in
            addition to any other lawful remedy of Landlord, upon motion of
            Landlord, such counterclaim or other claim asserted by Tenant shall
            be severed out of the proceedings instituted by Landlord (and, if
            necessary, transferred to a court of different jurisdiction), and
            the proceedings instituted by Landlord may proceed to final judgment
            separately and apart from and without consolidation with or
            reference to the status of each counterclaim or any other claim
            asserted by Tenant.

      (e)   The parties hereto agree that any and all suits for any and every
            breach of this Lease shall be instituted and maintained only in
            those courts of competent jurisdiction in the county or municipality
            in which the Building is located. In the event it shall become
            necessary (as determined by Landlord) for Landlord at any time to
            institute or defend any legal action or proceedings of any nature
            for the enforcement of, or as regards, this Lease, or any of the
            provisions hereof, or any of its statutory or common law rights as
            concern Tenant, or to employ an attorney therefor, Tenant agrees to
            pay all court costs and reasonable attorneys' and paralegal' fees
            (whether incurred in court, out of court, on appeal or in bankruptcy
            or administrative proceedings) incurred by Landlord.


                                       17
<PAGE>

21. CONTRACTUAL LANDLORD'S LIEN.

      (a)   Landlord shall have, at all times, a valid security interest to
            secure payment of all Rent, Additional Rent and other sums of money
            becoming due hereunder from Tenant, and to secure payment of any
            damages or loss which Landlord may suffer by reason of the breach by
            Tenant of any covenant, agreement or condition contained herein,
            upon all goods, wares, equipment, fixtures, furniture, improvements
            and other personal property of Tenant presently or which may
            hereinafter be situated in the Premises, and all proceeds therefrom,
            and such property shall not be removed therefrom without the consent
            of Landlord until all arrearages in Rent as well as any and all
            other sums of money then due to Landlord hereunder shall first have
            been paid and discharged and all of the covenants, agreements, and
            conditions hereof have been fully complied with and performed by
            Tenant. In consideration of this Lease, upon the occurrence of an
            event of default by Tenant, Landlord may, in addition to any other
            remedies provided herein, enter upon the Premises and take
            possession of any and all goods, wares, equipment, fixtures,
            furniture, improvements, and other personal property of Tenant
            situated on or in the Premises, without liability for trespass or
            conversion, and sell the same at public or private sale, with or
            without having such property at the sale, after giving Tenant
            reasonable notice of the time and place of any public sale or of the
            time after which any private sale is to be made, at which sale
            Landlord or its assigns may purchase unless otherwise prohibited by
            law. Unless otherwise provided by law, and without intending to
            exclude any other manner of giving Tenant reasonable notice, the
            requirement of reasonable notice shall be met if such notice is
            given in the manner prescribed in Section 37 dealing with "Notices"
            in this Lease at least five (5) days before the time of sale. The
            proceeds from any such disposition, less any and all expenses
            connected with the taking of possession, holding and selling of the
            property (including reasonable attorneys' and paralegals' fees
            (whether incurred in court, out of court, on appeal or in bankruptcy
            or administrative proceedings) and other expenses) shall, be applied
            as a credit against the indebtedness secured by that security
            interest granted in this Section 21. Any surplus shall be paid to
            Tenant or as otherwise required by law, and Tenant shall pay any
            deficiencies forthwith. Upon request by Landlord, Tenant agrees to
            execute and deliver to Landlord a financing statement in form
            sufficient to perfect the security interests of Landlord in the
            aforementioned property and proceeds thereof under the provisions of
            the Uniform Commercial Code in force in the State of Florida.

      (b)   So long as Tenant is not in default of this Lease, if Tenant
            requests Landlord to subordinate the lien granted herein to the lien
            of a lender providing financing to Tenant related to Tenant's
            business at the Premises, Tenant shall provide such information as
            Landlord may reasonably require concerning the financing and


                                       18
<PAGE>

            lender to which Landlord's lien would become subordinate, and
            Landlord shall not unreasonably withhold its consent to such
            subordination.

22. SUBORDINATION; ESTOPPEL CERTIFICATES. In consideration of the execution of
this Lease by Landlord, Tenant accepts this Lease subject to any deeds of
conveyance and any deeds of trust, master leases, security interests or
mortgages and all renewals, modifications, extensions, consolidations and
replacements of the foregoing which might now or hereafter constitute a lien
upon the Building (or the land upon which it is situated) or improvements
therein or thereon or upon the Premises and to zoning ordinances and other
building and fire ordinances and governmental regulations relating to the use of
the property. Although no instruments or act on the part of Tenant shall be
necessary to effectuate such subordination, Tenant shall, nevertheless, for the
purpose of confirmation at any time hereafter, on demand in the form(s)
prescribed by Landlord, execute any instruments, estoppel certificates, release
or other documents that may be requested or required by any purchaser or any
holder of any superior interest for the purposes of subjecting and subordinating
this Lease to such deed or conveyance or to the lien of any such deed of trust,
master lease, security interest, mortgage, or superior interest. Tenant hereby
appoints Landlord attorney-in-fact, irrevocably, to execute and deliver any such
instrument or document for Tenant should Tenant fail or refuse to do so within
ten (10) days of Landlord's written request for such instrument or document. In
the event the Building is sold or subjected to foreclosure proceedings, Tenant
shall attorn to the purchaser and recognize same as Landlord under this Lease.
In the event any proceedings are brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage or deed of trust made by
Landlord covering the Premises, Tenant shall attorn to the purchaser at any such
foreclosure or to the grantee of a deed in lieu of foreclosure and recognize
such purchaser or grantee as Landlord under this Lease.


                                       19
<PAGE>

23. TRANSFER OF LANDLORD'S INTEREST. In the event of any transfer(s) of
Landlord's interest in the Premises or the Building, other than a transfer for
security purposes only, the transferor shall be automatically relieved of any
and all obligations and liabilities on the part of Landlord accruing from and
after the date of such transfer, and Tenant agrees to attorn to the transferee.

24. QUIET ENJOYMENT. Provided Tenant has fully, duly and timely performed all of
the terms, covenants, agreements and conditions of this Lease on its part to be
performed, including the payment of Rent and all other sums due hereunder,
Tenant shall peacefully and quietly hold and enjoy the Premises, except as
described in Section 22 above, against Landlord and all persons claiming by,
through or under Landlord, for the Term herein described, subject to the
provisions and conditions of this Lease.

25. INTENTIONALLY LEFT BLANK.

26. CONSTRUCTION LIENS.

      (a)   Tenant is prohibited from making, and agrees not to make,
            alterations in the Premises, except as permitted by Section 14, and
            Tenant will not permit any construction lien or liens to be placed
            upon the Premises or the Building or improvements thereon during the
            Term hereof caused by or resulting from any work performed,
            materials furnished or obligation incurred by or at the request of
            Tenant, and in the case of the filing of any such lien Tenant will
            promptly pay same. If default in payment thereof shall continue for
            ten (10) days after written notice thereof from Landlord to Tenant,
            Landlord shall have the right and privilege, at Landlord's option,
            of paying the same or any portion thereof without inquiry as to the
            validity thereof, and any amounts so paid, including expenses,
            interest, and reasonable attorneys' and paralegals' fees (whether
            incurred in court, out of court, on appeal or in bankruptcy or
            administrative proceedings), shall be so much additional
            indebtedness hereunder due from Tenant to Landlord and shall be
            repaid to Landlord immediately on rendition of a bill therefor,
            together with interest per annum at the maximum rate permitted by
            law until repaid, and if not so paid within ten (10) days of the
            rendition of such bill shall constitute a default under Section 20
            hereof.

      (b)   The interest of Landlord shall not be subject to liens for
            improvements made by Tenant in and to the Premises. Tenant shall
            notify every contractor making such improvements of the provision
            set forth in the preceding sentence of this paragraph. The parties
            agree, should Landlord so request, to execute, acknowledge and
            deliver, without charge to the other, a Short Form Lease in


                                       20
<PAGE>

            recordable form in accordance with Chapter 713, Florida Statutes,
            containing a confirmation that the interest of Landlord shall not be
            subject to liens for improvements made by Tenant to the Premises.

27. FORCE MAJEURE. Whenever a period of time is herein prescribed for action to
be taken by Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the computation for any such period of time, any delays
due to strikes, riots, acts of God, shortages of labor or materials, theft,
fire, public enemy, injunction, insurrection, court order, requisition of other
governmental body or authority, war, governmental laws, regulations or
restrictions or any other causes of any kind whatsoever which are beyond the
control of Landlord.

28. SEVERABILITY. If any clause or provision of this Lease is illegal, invalid
or unenforceable under present or future laws effective during the Term of this
Lease, then and in that event, it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby.

29. HOLDING OVER. The failure of Tenant to surrender the Premises on the date
provided herein for the expiration of the Term of this Lease (or at the time the
Lease may be terminated otherwise by Landlord), and the subsequent holding over
by Tenant, with or without the consent of Landlord, shall result in the creation
of a tenancy at will at double the Rent and Additional Rent payable at the time
of the date provided herein for the expiration of this Lease or at the time the
Lease may be terminated otherwise by Landlord. This provision does not give
Tenant any right to hold over at the expiration of the Term of this Lease, and
shall not be deemed, the parties agree, to be a renewal of the Lease Term,
either by operation of law or otherwise.

30. INTENTIONALLY LEFT BLANK.

31. RENT A SEPARATE COVENANT. Tenant shall not for any reason withhold or reduce
Tenant's required payments of Rent and other charges provided in this Lease, it
being expressly understood and agreed by the parties that the payment of Rent
and Additional Rent is a contractual covenant by Tenant that is independent of
the other covenants of the parties hereunder.

32. JOINT AND SEVERAL LIABILITY. If two or more individuals, corporations,
partnerships, or other business associations (or any combination of two or more
thereof) shall sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other


                                       21
<PAGE>

business association to pay Rent and perform all other obligations hereunder
shall be deemed to be joint and several. In like manner, if Tenant, is a
partnership or other business association, the members of which are, by virtue
of statute or general law, subject to personal liability, the liability of each
such member shall be joint and several.

33. ABSENCE OF OPTION. The submission of this Lease for examination does not
constitute a reservation of or option for the Premises, and this Lease shall
become effective only upon execution and delivery thereof by Landlord.

34. CORPORATE TENANCY. If Tenant is a corporation, the undersigned officer of
Tenant hereby warrants and certifies to Landlord that Tenant is a corporation in
good standing and is authorized to do business in the State of Florida. The
undersigned officer of Tenant hereby further warrants and certifies to Landlord
that he or she, as such officer, is authorized and empowered to bind the
corporation to the terms of this Lease by his or her signature thereto.
Landlord, before it accepts and delivers this Lease, may require Tenant to
supply it with a certified copy of the corporate resolution authorizing the
execution of this Lease by Tenant. If Tenant is a corporation (other than one
whose shares are regularly and publicly traded on a recognized stock exchange),
Tenant represents that the ownership and power to vote its entire outstanding
capital stock belongs to and is vested in the officer or officers executing this
Lease or members of his, her or their immediate family. If there shall occur any
change in the ownership of and/or power to vote the majority of the outstanding
capital stock of Tenant, whether such change of ownership is by sale,
assignment, bequest, inheritance, operation of law or otherwise, without the
prior written consent of Landlord, then Landlord shall have the option to
terminate this Lease upon thirty (30) days' written notice to Tenant.
Furthermore, Tenant shall have an affirmative obligation to notify immediately
Landlord of any such change.

35. BROKERAGE COMMISSION. Tenant warrants that there are no claims for broker's
commissions or finder's fees in connection with its execution of this Lease,
except that which may be due to Delma Realty Services, Inc., and Vector Realty &
Management, Inc. (which Landlord agrees to pay), and agrees to indemnify and
save Landlord harmless from any liability that may arise from any such claim,
including reasonable attorneys' and paralegals' fees (whether incurred in court,
out of court, on appeal or in bankruptcy or administrative proceedings).

36. LANDLORD'S DEFAULT. Landlord shall in no event be charged with default in
the performance of any of its obligations under this Lease unless and until
Landlord shall have failed to perform such obligations within thirty (30) days
(or within such additional time as is reasonably required to remedy any such
default) after written notice to Landlord by Tenant properly specifying and
detailing the particulars of wherein and whereby Tenant claims Landlord has
failed to perform such obligations. No default by Landlord under this Lease
shall give


                                       22
<PAGE>

Tenant the right to terminate this Lease or withhold or otherwise abate Rent,
Additional Rent or any sums payable by Landlord to Tenant under this Lease. If
the holder of the first mortgage covering the Premises shall have given prior
written notice to Tenant that it is the holder of such first mortgage and such
notice includes the address at which notices to such mortgagee are to be sent,
then Tenant shall give such mortgagee notice simultaneously with any notice
given to Landlord to correct any default of Landlord as hereinabove provided.
Such mortgagee shall have the right within thirty (30) days (or within such
additional time as is reasonably required to correct any such default) after
receipt of such notice to correct or remedy such default before Tenant may take
any action under this Lease by reason of such default. Any notice of default
given Landlord by Tenant shall be null and void unless simultaneous notice has
been given by Tenant to said first mortgagee.

37. NOTICES. Any notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered or given when (a) actually received or
(B) signed for or "refused" as indicated on the postal service return receipt.
Delivery may be by personal delivery or by United States mail, postage prepaid,
certified or registered mail, addressed to the parties hereto at the respective
addresses set out opposite their names below, or at such other address as they
may hereafter specify by written notice delivered in accordance herewith:

            LANDLORD:         CITY CENTER ASSOCIATES, LTD.
                              c/o Delma Realty Services, Inc.
                              100 2nd Avenue South, Suite 201S
                              St. Petersburg, Florida 33701

                              With a copy to:

                              Delma Properties, Inc.
                              444 Madison Avenue, 12th Floor
                              New York, New York 10022

            TENANT:           100 2nd Avenue South, Suite 1100
                              St. Petersburg, Florida 33701

                              With a copy to:
                              Dan Brandano
                              336 4th Avenue North
                              Tierra Verde, Florida 33715-1727


                                       23
<PAGE>

38. INSURANCE.

            (a)   Tenant shall not conduct or permit to be conducted any
                  activity, or place any equipment, materials or other items in,
                  on or about the Premises or the Building, which will in any
                  way increase the rate of fire or liability or casualty
                  insurance on the Building. Should Tenant fail to comply with
                  the foregoing covenant on its part to be performed, Tenant
                  shall reimburse Landlord for such increased amount upon
                  written demand therefor from Landlord, the same to be
                  considered Additional Rent payable hereunder.

            (b)   Tenant shall, at Tenant's sole expense, obtain and keep in
                  force at all times during the Term of this Lease,
                  comprehensive general liability insurance, including property
                  damage on an occurrence basis, with limits of not less than
                  One Million Dollars ($1,000,000.00) combined single limit,
                  insuring Landlord and Tenant against any liability arising out
                  of the ownership, use, occupancy or maintenance of the
                  Premises and all areas appurtenant thereto. Fire legal
                  liability insurance in an amount of not less than $50,000.00
                  shall also be obtained and kept in force during the Term of
                  this Lease at Tenant's expense. The limit of said insurance
                  shall not, however, limit the liability of Tenant hereunder.
                  Tenant may carry said insurance under a blanket policy,
                  provided an endorsement naming Landlord as an additional
                  insured is attached thereto.

            (c)   To the extent that such coverage is available in normal
                  commercial insurance markets, Tenant shall maintain insurance
                  upon Tenant's trade fixtures, merchandise and personal
                  property in the Premises in an amount not less than one
                  hundred percent (100%) of their full replacement cost, which
                  insurance shall provide protection against perils included
                  within the standard Florida form of fire and extended coverage
                  insurance policy, together with insurance against sprinkler
                  damage, vandalism and malicious mischief. Tenant shall
                  maintain insurance against such other perils and in such
                  amounts as Landlord may in writing from time to time require.

            (d)   All insurance policies required to be obtained and maintained
                  under this Lease shall be with a company or companies licensed
                  to issue the relevant insurance, licensed to do business in
                  the State of Florida, and reasonably acceptable to Landlord.
                  Such insurance company or companies shall each have a
                  policyholder's rating of no less than "A" in the most recent
                  edition of Best Insurance Reports. No policy shall be
                  cancelable or subject to reduction of coverage except after
                  thirty (30) day's prior written notice to Landlord. Landlord
                  shall receive written evidence of insurance upon


                                       24
<PAGE>

                  request. All policies of insurance maintained by Tenant shall
                  be in a form and, shall have a substance, acceptable to
                  Landlord with satisfactory evidence that all premiums have
                  been paid. Tenant agrees not to violate knowingly or permit to
                  be violated any of the conditions or provisions of the
                  insurance policies required to be furnished hereunder, and
                  agrees to promptly notify Landlord of any fire or other
                  casualty. If Tenant fails to procure and maintain insurance as
                  required hereunder, Landlord may do so, and Tenant shall, on
                  written demand, as Additional Rent, reimburse Landlord for all
                  monies expended by Landlord to procure and maintain such
                  insurance.

            (e)   Tenant hereby waives and releases Landlord of and from any and
                  all liabilities, claims and losses for which Landlord is or
                  may be held liable to the extent Tenant receives insurance
                  proceeds on account thereof.

            (f)   Upon Landlord's written request for same, Tenant will provide
                  Landlord with written evidence of Tenant's compliance with its
                  obligations under this Section 38.


                                       25
<PAGE>

39. RECORDING. This Lease shall not be recorded without Landlord's prior written
consent.

40. STATUTORILY MANDATED NOTIFICATION. As required by F.S. 404.056(8), Landlord
notifies Tenant as follows: "RADON GAS: 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 public health unit."

41. NON-DISCLOSURE. Tenant agrees that it will not divulge or disclose to third
parties the terms, provisions and conditions of this Lease; provided, however,
that Tenant may disclose the Lease to its attorneys. accountants and other
similar professional consultants. Tenant's breach of this Section 41 shall
constitute a default under Section 20 of this Lease, no curative notice to
Tenant from Landlord being required.

42. HAZARDOUS MATERIALS.

            (a)   Tenant shall not cause or permit any Hazardous Material (as
                  hereinafter defined) to be brought upon, kept or used in or
                  about the Premises or the Building by Tenant, its agents,
                  principals, employees, assigns, sublessees, contractors,
                  consultants or invitees without the prior written consent of
                  Landlord, which consent may be withheld for any reason
                  whatsoever or for no reason at all. If Tenant breaches the
                  obligations stated in the preceding sentence, or if the
                  presence of Hazardous Material on the Premises or around the
                  Building caused or permitted by Tenant (or the aforesaid
                  others) results in (a) any contamination of the Premises, the
                  Building, the surrounding area(s), the soil or surface or
                  ground water or (b) loss or damage to person(s) or property,
                  or if contamination of the Premises or the Building or the
                  surrounding area(s) by Hazardous Material otherwise occurs for
                  which Tenant is legally, actually or factually liable or
                  responsible to Landlord (or any party claiming, by through or
                  under Landlord) for damages, losses, costs or expenses
                  resulting therefrom, then Tenant shall be solely responsible
                  for all costs, expenses and amounts required to remediate,
                  clean up and correct such matter and Tenant shall further
                  fully and completely indemnify, defend and hold harmless
                  Landlord (or any party claiming by, through or under Landlord)
                  from any and all claims, judgments, damages, penalties, fines,
                  costs, liabilities or losses [including, without limitation:
                  (i) diminution in the value of the Premises and/or the
                  Building and/or the land on which the Building is


                                       26
<PAGE>

                  located and/or any adjoining area(s) which Landlord owns or in
                  which it holds a property interest; (ii) damages for the loss
                  or restriction on use of rentable or usable space of any
                  amenity of the Premises, the Building or the land on which the
                  Building is located; (iii) damages arising from any adverse
                  impact on marketing of space; and (iv) any sums paid in
                  settlement of claims, reasonable attorneys and paralegals'
                  fees, (whether incurred in court, out of court, on appeal or
                  in bankruptcy or administrative proceedings) consultants fees
                  and expert fees] which arise during or after the Term of this
                  Lease, as may be extended, as a consequence of such
                  contamination. This indemnification of Landlord by Tenant
                  includes, without limitation, costs incurred in connection
                  with any investigation or site conditions or any clean-up,
                  remedial, removal or restoration work required by any federal,
                  state or local governmental agency or political subdivision
                  because of Hazardous Material present in the soil or ground
                  water on or under the Premises or the Building.

            (b)   Without limiting the foregoing, if the presence of any
                  Hazardous Material on, under or about the Premises, the
                  Building or the surrounding area(s) caused or permitted by
                  Tenant (or the aforesaid others) results in (a) any
                  contamination of the Premises, the Building, the surrounding
                  area(s), the soil or surface or ground water or (b) loss or
                  damage to person(s) or property, then Tenant shall immediately
                  notify Landlord of any contamination, claim of contamination,
                  loss or damage and, after consultation and approval by
                  Landlord, take all actions at Tenant's sole expense as are
                  necessary or appropriate to return the Premises, the Building,
                  the surrounding area(s) and the soil or surface or ground
                  water to the condition existing prior to the introduction of
                  any such Hazardous Material thereto, such that the
                  contaminated areas are brought into full compliance with all
                  applicable statutory regulations and standards. The foregoing
                  obligations and responsibilities of Tenant shall survive the
                  expiration or earlier termination of this Lease.

            (c)   As used herein, the term "Hazardous Material" means any
                  hazardous or toxic substance, material or waste, including,
                  but not limited to, those substances, materials, and wastes
                  listed in the United States Department of Transportation
                  Hazardous Materials Table (49 CFR 172.101) or by the
                  Environmental Protection Agency as hazardous substances (40
                  CFR Part 302) and amendments thereto, or such substances,
                  materials and wastes that are or become regulated under any
                  applicable local, state or federal law. "Hazardous Material"
                  includes any and all material or substances which are defined
                  as "hazardous waste", "extremely hazardous waste" or a
                  "hazardous substance" pursuant to local, state or federal
                  governmental law.


                                       27
<PAGE>

                  "Hazardous substance" includes, but is not restricted to,
                  asbestos, polychlorobiphenyls ("PCB's"), petroleum, any and
                  all material or substances which are classified as
                  "biohazardous" or "biological waste" (as such terms are
                  defined by Florida Administrative Code ("F.A.C.") Chapter
                  17-712, as amended from time to time), and extremely
                  "hazardous waste" or "hazardous substance" pursuant to
                  federal, state or local governmental law.

            (d)   Landlord and its agents shall have the right, but not the
                  duty, to inspect the Premises at any time to determine whether
                  Tenant is complying with the terms of this Lease. If Tenant is
                  not in compliance with this Lease, Landlord shall have the
                  right to immediately enter upon the Premises to remedy at
                  Tenant's expense any contamination caused by Tenant's failure
                  to comply, notwithstanding any other provision of this Lease.
                  Landlord shall use its best efforts to minimize interference
                  with Tenant's business, but shall not be liable for any
                  interference caused thereby.

            (e)   Any non-compliance by Tenant with its duties, responsibilities
                  and obligations under this Section 42 shall be an "automatic"
                  (no notice of any nature from Landlord to Tenant being
                  required) default of this Lease (see Section 20).

43. RENT TAX. Tenant shall pay and be liable for all rental, occupancy, sales
and use taxes or other similar taxes, if any, levied or imposed by any city,
state, county or other governmental body having authority, in connection with
this Lease and/or any payments due by Tenant to Landlord pursuant to this Lease,
such payments to be in addition to all other payments required to be paid to
Landlord by Tenant under the terms of this Lease. Any such payment shall be paid
concurrently with the payment of the Rent, Additional Rent, operating expenses
or other charge upon which the tax is based as set forth above.

44. EXHIBITS; AMENDMENTS. All Exhibits attached to this Lease are hereby
incorporated into this Lease by this reference as if fully written herein. This
Lease, including the attached Exhibits, contains the entire agreement between
the parties hereto and may not be altered, changed or amended, except by written
instrument signed by both parties hereto. No provision of this Lease shall be
deemed to have been waived by Landlord unless such waiver is in writing signed
by Landlord and addressed to Tenant, nor shall any custom or practice which may
grow up between the parties in the administration of the provisions hereof be
construed to waive or lessen the right of Landlord to insist upon the
performance by Tenant in strict accordance with the terms hereof. The terms,
provisions, covenants, and conditions contained in this Lease shall apply to,
inure to the benefit of, and be binding upon the parties hereto, and upon


                                       28
<PAGE>

their respective successors in interest and legal representative, except as
otherwise herein expressly provided.

45. FINANCIAL STATEMENTS. Within thirty (30) days after Landlord's request,
Tenant and/or Guarantor(s) shall deliver to Landlord the current financial
statements of Tenant and/or Guarantor(s), as applicable, and financial
statements of the two (2) years prior to the current financial statements year,
prepared by a certified public accountant, including a balance sheet and profit
and loss statement for the most recent prior year, all prepared in accordance
with generally accepted accounting principles consistently applied.

46. LETTER OF CREDIT. As further guaranty for Tenant's performance of this
Lease, Tenant shall, simultaneously with the execution of this Lease, deliver to
Landlord an irrevocable standby letter of credit (the "LOC"), in form
satisfactory to Landlord, issued by a financial institution acceptable to
Landlord, meeting the following requirements:

            (a)   Amount of LOC. The total face value of the LOC at the
                  execution of this Lease shall be $150,000.00. Provided Tenant
                  shall at all times have timely paid all Rent, Additional Rent
                  and other charges due under the Lease and Tenant shall not
                  have otherwise defaulted under the terms of this Lease, on
                  each anniversary of the Commencement Date starting with the
                  anniversary one year after the Commencement Date, the total
                  face value of the LOC may be reduced by $30,000.00; i.e., on
                  the first anniversary of the Commencement Date, the total face
                  value of the LOC may be reduced to $120,000.00; on the
                  anniversary two years after the Commencement Date, the total
                  face value of the LOC may be reduced to $90,000.00; on the
                  third anniversary of the Commencement Date, the total face
                  value of the LOC may be reduced to $60,000.00; and on the
                  fourth anniversary of the Commencement Date, the total face
                  value of the LOC may be reduced to $30,000.00. If Tenant shall
                  have failed to timely pay Rent, Additional Rent or other
                  charges due under the Lease or Tenant shall have otherwise
                  defaulted under the Lease, then no reduction of the LOC shall
                  be permitted thereafter, and Tenant shall be obligated to keep
                  the LOC in that current face value in place for the balance of
                  the Term of this Lease.

            (b)   Terms of LOC. Any LOC to be provided hereunder shall comply
                  with the following:

                  (1)   The LOC shall be payable to Landlord;


                                       29
<PAGE>

                  (2)   The LOC shall be issued by a banking institution
                        acceptable to Landlord and shall be irrevocable after
                        issue;

                  (3)   The LOC shall be in a principal amount no less than the
                        total face amount described in paragraph a above;

                  (4)   Landlord's access to the funds of the LOC shall be
                        conditioned only upon Tenant's default under the Lease
                        (not cured within applicable time limits, if any), and
                        access shall be available upon written notice by
                        Landlord to the issuer of the LOC of an uncured default
                        under the Lease by Tenant;

                  (5)   If the LOC shall have a term which expires prior to the
                        expiration of this Lease, then Tenant shall have the
                        continuing obligation to renew the LOC, and to provide
                        Landlord evidence acceptable to Landlord of such
                        renewal, at least sixty (60) days prior to the LOC's
                        expiration date and any renewal expiration dates
                        thereafter, it being the intention of Tenant and
                        Landlord that the LOC shall be in full force for the
                        entire Term of this Lease, unless the obligation to
                        provide a LOC is released pursuant to the terms of this
                        Section 46.

                  (6)   Upon renewal of the LOC from time to time, the principal
                        amount thereof may be reduced to an amount no less than
                        the amount as permitted in paragraph (a) above.

                  (7)   At any time after an LOC has been delivered, Tenant may
                        substitute a new LOC for the existing LOC, so long as
                        the new LOC complies with the requirements of this
                        Section 46.

                  (8)   The failure of Tenant to timely renew the LOC or to
                        timely provide Landlord evidence thereof shall
                        constitute a default under the Lease pursuant to Section
                        20(a)(2) of this Lease.

47. RIGHT OF REFUSAL.

            (a)   So long as Tenant shall not be in default under the terms of
                  this Lease, and subject to the other terms and conditions of
                  this Section, Tenant shall have a one-time Right of Refusal to
                  preempt a lease to a third person of all or any portion of the
                  remaining space on the eleventh floor of the south tower of
                  the Building (the "Remaining Space"). Such Right of Refusal
                  shall be


                                       30
<PAGE>

                  subject to any and all rights currently existing in favor of
                  any other tenant as of the effective date of this Lease.

            (b)   If Landlord receives a bona fide offer to lease all or a
                  portion of the Remaining Space from any prospective tenant,
                  Landlord shall deliver a notice to include all material terms
                  and conditions of such offer to Tenant, and Tenant shall have
                  ten (10) business days to exercise its Right of Refusal to
                  such space. Tenant shall exercise its Right of Refusal by
                  timely giving Landlord notice that Tenant shall lease such
                  space under the same terms and provisions as those included in
                  the offer from the third party, including Rent, Term and
                  tenant improvement allowance, if any, and the parties shall
                  enter into a modification of this Lease to incorporate the new
                  space into this Lease within thirty (30) days after giving
                  Landlord its notice exercising Tenant's Right of Refusal, the
                  effective date of the occupancy of such new space to be
                  mutually agreed by the parties.

            (c)   In the event Tenant shall decline its Right of Refusal, or it
                  shall not timely exercise its Right of Refusal, or it shall
                  have timely exercised its Right of Refusal, but shall not
                  timely enter into a modification of this Lease as required by
                  Paragraph (b) above, then the Right of Refusal shall terminate
                  as to the portion of the Remaining Space included in the offer
                  from the third party, so long as Landlord shall enter into a
                  lease agreement for that portion of the Remaining Space in
                  accordance with the offer from such third party.

48. EXTENSION OPTION.

            (a)   Provided that Tenant reasonably complies with the terms and
                  conditions contained in this Section 48, Tenant may extend the
                  term of this Lease for one (1) additional five (5) year period
                  beyond the end of the Lease by written notice of its election
                  to do so, given to Landlord not later than ninety (90) days
                  prior to the expiration of the Term. The extended term of the
                  Lease shall be on all the terms and conditions of the Lease
                  applicable at the expiration of the Term of the Lease, except
                  for the amount of Rent, which Tenant covenants and agrees to
                  pay as follows:

                  (1)   the rental rate for the five (5) year renewal term shall
                        be equal to the fair market value for rental of similar
                        space in similar buildings located in the downtown St.
                        Petersburg area as of the first day of the renewal Term.


                                       31
<PAGE>

            (b)   Tenant shall have no further right to extend the terms of the
                  Lease except as provided for herein. Tenant shall not have any
                  rights to extend the term of the Lease under this Section 48
                  if (i) Tenant has failed to perform its obligations under the
                  Lease or has otherwise defaulted under the initial term of
                  this Lease or any renewal thereof, and which has not been
                  cured within the applicable curative period provided herein,
                  or (ii) the event of default exists on the expiration date of
                  the initial Term or any renewal term thereof, or on the date
                  which Tenant gives notice of its intent to exercise its
                  renewal option, and which default has not been cured within
                  the applicable curative period provided herein; it being the
                  parties' agreement that items (i) and (ii) in this Paragraph
                  (b) are express conditions precedent to Tenant's right to any
                  extension option contained in this Section 47.

            (c)   The net fair market value for rental of similar space in the
                  marketplace contemplated by subparagraph (a) above shall be
                  determined by mutual agreement of the parties. The phrase net
                  fair market value as used in this Lease shall mean the annual
                  amount per rentable square foot that landlords have accepted
                  in current transactions between non-affiliated parties from
                  renewal, non-sublease, non-expansion, and non-equity tenants
                  for comparable space in comparable buildings in the downtown
                  St. Petersburg area, for a comparable period of time. In any
                  determination of net fair market value, appropriate
                  consideration shall be given to the annual rental rates per
                  rentable square foot, the standard of measurement by which the
                  rentable square footage is measured, the ratio of rentable
                  square feet to usable square feet, dollar amount expense stop,
                  length of lease term, size and location of premises being
                  leased, similar signage rights granted under this Lease, and
                  other generally applicable conditions of tenancy for such
                  comparable transactions but ignoring and not giving any
                  consideration to the presence or absence of the brokerage
                  commission. The intent is that Tenant will obtain the same
                  rent and other economic benefits that landlords would
                  otherwise have given tenants in comparable transactions and
                  that Landlord will make, and receive, the same economic
                  payments and concessions that landlords would otherwise make
                  to tenants in comparable transactions. The value so determined
                  shall be in writing and signed by the parties more than six
                  (6) months prior to the commencement of an option or renewal
                  term. If the parties cannot agree on such value prior to such
                  six (6) month period, then Landlord shall, at its sole cost,
                  engage a qualified real estate appraiser of Landlord's choice
                  with a MAI designation who shall, no later than five (5)
                  months prior to the expiration of the Term, determine the
                  value of the fair market rental of the Premises.


                                       32
<PAGE>

                  The parties agree that the value so determined by such
                  appraiser shall be the value for the purposes of the extension
                  of this Lease.

      The parties acknowledge that they have read this Lease (to include its
Exhibits and attachments) in its entirety, that they are familiar with all of
the terms, covenants, provisions and conditions set forth therein and that there
are no other representations, undertakings, warranties or agreements concerning
this Lease which do not appear in writing therein. The parties further
acknowledge that the terms and provisions contained within this Lease have been
fully, freely and fairly negotiated by and between them and shall not be
construed against either party as the drafter of this Lease.

      IN WITNESS WHEREOF, the undersigned authorities have hereunto executed
this Lease, effective on the day and year first above written.

Signed, sealed and delivered
in the presence of:

                                          TENANT:

                                          AFFINITY INTERNATIONAL TRAVEL
                                          SYSTEMS, INC., a Nevada Corporation

/s/ Gerard J. LaMontagne                  By:   D.G. Brandano
--------------------------------------          --------------------------------
Print Name:  Gerard J. LaMontagne         Print Name: D.G. Brandano
           ---------------------------                --------------------------
                                          Its: C.E.O.
                                               ---------------------------------
/s/ Rodney A. Schoemann
--------------------------------------
Print Name:  Rodney A. Schoemann
             -------------------------

                                          LANDLORD:

                                          CITY CENTER ASSOCIATES,  LTD., a
                                          Florida Limited Partnership

                                          By Its General Partner:

                                          DELMA CITY CENTER CORP., a
                                          Delaware Corporation

/s/ Suzanne Milana                        By:   /s/ Patrick D. Barrett
--------------------------------------          --------------------------------
Print Name:  Suzanne Milana                     PATRICK D. BARRETT
             -------------------------          Its Executive Vice President

/s/ Maria Diaz
--------------------------------------
Print Name:  Maria Diaz
             -------------------------


                                       33
<PAGE>

                                   EXHIBIT "A"
                               TO LEASE AGREEMENT
                                     BETWEEN
                    CITY CENTER ASSOCIATES, LTD. ("LANDLORD")
                                       AND
             AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC. ("TENANT")
                               DATED May 27, 1999


49. FLOOR PLAN
<PAGE>

                                   EXHIBIT "B"
                               TO LEASE AGREEMENT
                                     BETWEEN
                    CITY CENTER ASSOCIATES, LTD. ("LANDLORD")
                                       AND
             AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC. ("TENANT")
                               DATED May 27, 1999


                             LEASEHOLD IMPROVEMENTS


            Landlord shall provide Tenant an allowance in the amount of
$108,150.00 ($10.00 per rentable square foot in the Premises) (the "Tenant
Allowance"). Landlord shall make all renovations, alterations and improvements
to the Premises in accordance with tenant renovation plan attached to this
Exhibit "B" (the "Initial Improvements"). Landlord shall be solely responsible
for providing all services, materials, labor, permits, architectural and
engineering services, construction drawings and mechanical/electrical drawings,
construction management and construction management fees, and all other items to
make the Initial Improvements, and shall bear all cost associated with such
renovation, alteration and improvement not to exceed the Tenant Allowance. Any
and all costs or renovation, alteration and improvement of the Premises in
excess of the Tenant Allowance shall be paid by Tenant prior to commencement of
construction and immediately upon presentation of an invoice therefor by
Landlord, and in all events prior to the commencement of construction. Any
portion of the Tenant Allowance not expended for construction of the Initial
Improvements shall be paid to Tenant upon completion of such construction, and
the cost of all further renovations, alterations or improvements to the Premises
thereafter shall be the sole obligation of Tenant, and shall be performed in
accordance with the further requirements of the Lease.
<PAGE>

                                   EXHIBIT "C"
                               TO LEASE AGREEMENT
                                     BETWEEN
                    CITY CENTER ASSOCIATES, LTD. ("LANDLORD")
                                       AND
             AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC. ("TENANT")
                               DATED May 27, 1999


                         BUILDING RULES AND REGULATIONS

      The following Building Rules and Regulations have been adopted by Landlord
for the care, protection and benefit of the Premises and the Building and for
the general comfort and welfare of all tenants.

      1. The sidewalks, entrances, passages, halls, elevators and stairways
shall not be obstructed by Tenant or used by Tenant for any purpose other than
for ingress and egress to and from the Building and Tenant's Premises.

      2. Restroom facilities, water fountains, and other water apparatus shall
not be used for any purpose other than those for which they were constructed.

      3. Landlord reserves the right to designate the time when freight,
furniture, goods, merchandise and other articles may be brought into, moved or
taken from Tenant's Premises or the Building.

      4. Tenant shall not put additional locks or latches upon any door without
the prior written discretionary consent of Landlord. Any and all locks so added
on any door shall remain for the benefit of Landlord, and the keys to such locks
shall be delivered to Landlord by and from Tenant.

      5. Landlord shall not be liable for injuries, damage, theft, or other
loss, to persons or property that may occur upon, or near any parking areas that
may be provided by Landlord. Tenant, its agents, employees, and invitees are to
use same at their own risk, Landlord to provide no security with respect
thereto. The driveways, entrances, and exits upon, into and from such parking
areas shall not be obstructed by Tenant, Tenant's employees, agents, guests, or
invitees. Tenant, its employees, agents, guests and/or invitees shall not park
in space(s) that are identified as reserved for others.

      6. Tenant shall not install in the Premises any heavy equipment or
fixtures or permit any concentration of excessive weight in any portion thereof
without first having obtained Landlord's written consent.

      7. Landlord reserves the right at all times to exclude newsboys,
loiterers, vendors, solicitors, and peddlers from the Building and to require
registration or satisfactory identification or credentials from all persons
seeking access to any part of the Building outside ordinary business hours.
Landlord will exercise its best judgment in the execution of such control but
will not be liable for the granting or refusal of such access.
<PAGE>

      8. Landlord reserves the right at all times to exclude the general public
from the Building upon such days and at such hours as in Landlord's sole
judgment will in the best interest of the Building and its tenants.

      9. No wires of any kind or type (including but not limited to T.V. and
radio antennas) shall be attached to the outside of the Building and no wires
shall be run or installed in any part of the Building without Landlord's prior
written consent.

      10. If the Premises are furnished with carpeting, Tenant shall provide a
plexiglass or comparable carpet protection mat for each desk chair customarily
used by Tenant. For default or carelessness in these respects, Tenant shall pay
Landlord the cost of repairing or replacing said carpet, in whole or in part, as
Additional Rent when, in Landlord's sole judgment, shall repair or replacement
is necessary.

      11. Landlord shall furnish a reasonable number of door keys to Tenant's
Premises and/or the Building which shall be surrendered on termination or
expiration of the Lease. Landlord reserves the right to require a deposit for
such keys to insure their return at the termination or expiration of the Lease.
Tenant shall get keys only from Landlord and shall not obtain duplicate keys
from an outside source. Further, Tenant shall not alter the locks or effect any
substitution of such locks as are presently being used in Tenant's Premises or
the Building.

      12. Tenant shall keep all doors to Premises closed at all times except for
ingress and egress to the Premises.

      13. All installations in the Common Telephone/Electrical Equipment Rooms
shall be limited to terminal boards and connections. All other electrical
equipment must be installed within Tenant's Premises.

      14. It is expressly understood and agreed that any items of any nature
whatsoever placed in Common Areas (i.e., hallways, restrooms, elevators, parking
garage, storage areas and equipment rooms) are placed at Tenant's sole risk and
Landlord assumes no responsibility whatsoever for any loss or damage as regards
same.


                                       37