EXHIBIT 10.5


                     ASSIGNMENT, ASSUMPTION AND MODIFICATION


     THIS ASSIGNMENT,  ASSUMPTION AND MODIFICATION LEASE ("ASSIGNMENT") is dated
as of July 26,  2000,  and is by and between (i) South Beach  Production  Center
Inc.,  ("Assignor");  (ii)  Medium4.com,  Inc.  ("Assignee");  and (iii) Webster
Hotel, Inc., as landlord ("Landlord")

                                   WITNESSETH:


         WHEREAS, the Assignor is the tenant under that certain Commercial Lease
Agreement  from Landlord  executed on or about July 27, 1998 as amended  through
that certain Lease  Modification  Agreement  dated July 27th,  1998, as attached
hereto as  Attachment A (the  "Lease"),  which Lease covers the premises at 1220
Collins Avenue Unit 110, 130, and 100, Miami Beach, Florida (the "Premises");

     WHEREAS, Assignor desires to assign the Lease to Assignee, and Assignee has
agreed to accept this Assignment; and

     WHEREAS, Tenant has $8000 in Security Deposit, and

     WHEREAS,  Guarantor desires to be released from his obligations  hereunder;
and

     WHEREAS, the Landlord has agreed to consent to this Assignment on the terms
set forth hereinafter.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agrees
as follows:

     1. Assignor hereby assigns to Assignee, and Assignee hereby assumes, all of
the rights,  duties,  liabilities and obligations of the Tenant occurring under,
by or through  the Lease  together  with the  security  deposit in the amount of
$8,000.00 described in the Lease, and all personalty and fixtures located at the
Premises (described in Lease).

     2. Landlord acknowledges that Assignor has paid all rent and other sums due
under  the lease  through  July 31,  2000.  Thereafter,  as of  August 1,  2000,
Assignee shall promptly pay and perform all of the terms of the Lease as amended
hereby without any setoff,  counterclaim,  or defense against  Landlord,  all of
which (if any) are hereby waived and released by Assignor and Assignee. Assignee
assumes full  responsibility for the Lease as if Assignee  originally signed the
Lease as tenant,  and agrees that this assumption  shall benefit the Landlord as
well as Assignor.

     3.  Assignor  represents  that  the  Premises  is  free  and  clear  of any
judgments, executions, liens, claims, assessments, and taxes (including, without
limitation,  sales  taxes,  personal  property  taxes and other  state and local
excise  taxes),  arising as a result of operation and use of the Property or any
of Assignor's  acts or omissions  through the date of this  Agreement,  Assignee
agrees to look only to  Assignor  (and not to  Landlord)  for any untruth in the
foregoing  representation.  Each of Assignee and Assignor  acknowledges  that it
shall  have  no  claim  against  Landlord,  the  Premises,  or the  fixtures  or
personality  thereon,  on  account  of any claim  which  either of  Assignor  or
Assignee may have against the other.

     4. If any personal property is located on the Premises,  the Tenant accepts
all such  personal  property  in its  existing  condition,  as-is,  and  without
representation or warranty as to condition or any latent defects. Assignee shall
indemnify and hold harmless the Landlord of and from any or all of such personal
property  taxes  by  which  are  asserted  against  any or all of such  personal
property  by the State of  Florida  Department  of Revenue  for unpaid  personal
property  taxes arising prior to or after the date of this Lease,  including any
such claims  with  respect to any such taxes owed by Assignor or any other prior
owner or user of such personal property.

     5. Landlord  acknowledges  its consent to this  Assignment  and  Assumption
pursuant to Paragraph 14 of the Lease by executing as indicated  below. In order
to induce the Landlord to consent to this  Assignment,  Assignor  represents and
warrants that it has no claims,  offsets,  or defenses to any of its obligations
under the Lease, and there is no event or circumstances  knows to Assignor which
constitutes,  a default or an event of default under the Lease,  and there is no
event or circumstance known to Assignor which  contributes,  or with the passing
if time,  giving of notice or both  would  constitute,  a default or an event of
default under the Lease.  Assignor releases Landlord from any and all claims and
liabilities  whatsoever from the beginning of the world to the effective date of
this Assignment.

     6. Landlord shall not be  responsible  for prorating  between  Assignor and
Assignee  any  future  adjustments  to  estimated  operating  cost  pass-through
charges,  and Assignor and Assignee shall make their own arrangements  regarding
such costs and adjustments.

     7. Effective as of the date of this Assignment,  the terms of the Lease are
modified as follows:

          a.   Effective  August 1,  2000,  Base Rent for the  Premises  will be
               $6,169.00 per month plus  applicable  sales taxes.  The Base Rent
               set forth above shall be adjusted each Lease Year (as hereinafter
               defined)  during the term of this Lease (and any renewal  hereof)
               by  increasing  the  Base  Rent  five  percent  (5  %)  over  the
               immediately  preceding  Base Rent.  A "Lease  Year"  shall be the
               twelve month period commencing with the Commencement Date of this
               Lease  and  ending  one  year  later.   Notwithstanding  anything
               contained  herein to the contrary,  said future rent  adjustments
               will occur each and every August 1, starting 8/1/2001.

          b.   Paragraph 7 is hereby deleted and replaced with:

          "Operating  Cost  Pass  Through"  For  purposes  of  this  Lease,  the
          following terms shall have the following meanings:  "Parcel" means the
          land owned by  Landlord on which the  Building  is located.  "Tenant's
          Share" means and is conclusively agreed to be 23%.

          In addition to Base Rent and adjustments thereto,  Tenant shall pay to
          Landlord as  additional  rent Tenant's  Share of all  Operating  Costs
          above the base year 1999.  Operating  Costs  shall  include  all taxes
          (including,   without  limitation,  all  real  estate  taxes,  special
          assessments),  assessments, insurance costs, impositions, governmental
          liens and any other  charges,  costs and  expenses  of Landlord of any
          nature  and  sort  whatsoever,   ordinary,  foreseen,  or  unforeseen,
          computed on the accrual basis, which arise from Landlord's  ownership,
          operation  or use of the  Parcel  or  the  buildings  thereon,  or the
          Building, or any part thereof ("Operating Costs").

          Tenant agrees to pay Tenant's Share of annual  Operating  Costs,  plus
          applicable state sales tax thereon, together with installments of Base
          Rent, in monthly installments in advance during the Term of this Lease
          as may be  estimated  annually in advance by Landlord.  Such  payments
          shall be prorated  for the first and last  calendar  years of the Term
          hereof  if such  term  does not start on the first and end on the last
          day of a  calendar  year.  Following  the end of each  calendar  year,
          Landlord shall advise Tenant of Tenant's Share of the actual Operating
          Costs payable for the prior  calendar year as computed  based upon the
          actual  cost  thereof  to the  Landlord.  If there  shall have been an
          underpayment by the Tenant based on Landlord's  estimates,  the Tenant
          shall pay the difference within ten (10) days of request therefor from
          Landlord;  if there shall have been an overpayment  by Tenant,  Tenant
          shall be given a credit towards the next due payment of Tenant's Share
          of Operating Costs for the current year

          Tenant  shall have ninety  days,  after  receiving  Landlord's  annual
          notification  regarding  the actual year end figures for the Operating
          Costs in which to dispute or request additional  information regarding
          Landlord's  calculation of Operating Costs. If Tenant has not objected
          in writing  within said  ninety days than Tenant  shall have deemed to
          have  accepted  Landlord's  figures  and will have no  further  rights
          relating to the dispute of same.

          The Tenant's  Share of actual  Operating  Costs for the final calendar
          year of this Lease shall be due and payable  even though it may not be
          finally calculated until after the expiration of the Lease Term.

          Accordingly,  Landlord  shall  have  the  right  to  continue  to hold
          Tenant's  security  deposit  following  expiration of the term of this
          Lease until  Tenant's  Share of actual  Operating  Costs for the final
          calendar year of this Lease has been paid. This covenant shall survive
          the termination or expiration of this Lease."

     c.   Paragraph 22 of the original  Lease is hereby  amended to provide that
          all notices to Landlord shall go to:

                               Webster Hotel, Inc.
                                c/o Jonathan Fryd
                               523 Michigan Avenue
                              Miami Beach, FL 33139

     Paragraph  22 of the  original  Lease is further  amended  to provide  that
copies of all notices to Assignee (including Assignee as Tenant),  shall also go
to:

                               Marc D. Leve, Esq.
                             264 Lexington Ave., #2A
                               New York, NY 100 16
                               Tel: (212) 481-7240
                               Fax: (212) 481-7413

     d.   The following is added to Section 16 of the Lease:  Without limitation
          of any other right of Landlord,  and  notwithstanding  anything to the
          contrary elsewhere in the Lease,  Tenant  acknowledges that applicable
          government requirements for the Building, including without limitation
          of the building  and zoning  codes of the City of Miami  Beach,  state
          and/or  federal laws relating to facilities  of the  handicapped,  and
          other laws and  regulations  (collectively  called  the  "Governmental
          Requirements")  have  changed  many times  since the date on which the
          Building was constructed and/or prior renovations to the Building were
          completed. Tenant further understands that as a result of such changes
          in Governmental  Requirements,  certain components of the Building are
          or may not be in compliance  with current  Governmental  Requirements,
          although  such  components  are not  required to be brought  into such
          compliance  unless  and until  buildings  permits  are  requested  for
          additional  work  to  the  Building,  such  as  building  permits  for
          improvements, alterations, or additions to tenant space (herein called
          "Tenant Improvements"). Tenant nevertheless accepts the Premises as-is
          and agrees that if any Tenant  Improvement to the Premises  undertaken
          by Tenant shall cause or result in the  imposition of any  requirement
          upon Landlord for making alterations,  additions,  or improvements to,
          or  surrounding  structure,  improvement or are into  compliance  with
          current  Governmental  Requirements  (any and all such  work is herein
          called "Compliance Work"),  Tenant shall not undertake any such Tenant
          Improvement unless Tenant shall first agree in writing to pay the full
          cost of any  Compliance  Work,  and Tenant  shall first  deposit  with
          Landlord the full cost (as determined by Landlord, or as determined by
          architects or engineers  selected by Landlord at Tenant's  expense) of
          completing all Compliance  Work,  whether on the Premises or elsewhere
          in, on or about the Building. Landlord may at its option undertake any
          or all of the  Compliance  Work, or Landlord may at its option require
          Tenant to perform all Compliance  Work.  Notwithstanding  any contrary
          provision of this Lease,  all  Compliance  Work shall be performed and
          completed at Tenant's sole cost and expense.

     e.   Simultaneously with the execution of this Assignment,  Tenant has paid
          to Landlord the sum of Twenty Thousand ($ 20,000.00  Dollars  ($12,000
          herewith  and  $8,000 by  manner of  assignment  as  outlined  above),
          representing security deposit, to be held by Landlord without interest
          for the full and  faithful  performance  by  Tenant  of the  terms and
          conditions  of this  Lease.  Landlord  may  utilize  such  part of the
          security  deposit as is  necessary to cure any default of Tenant under
          this Lease and in such event  Tenant  shall  immediately  replace such
          portions as may be expended by Landlord.  Upon the  expiration of this
          Lease  (except  arising due to a default by  Tenant),  delivery of the
          Premises to Landlord in their  original  condition,  ordinary wear and
          tear excepted, and payment to Landlord of Tenant's Share of all actual
          Operating  Costs for the final  calendar year of this Lease,  then the
          security  deposit shall be returned to Tenant without  interest.  Upon
          any  conveyance  of the  Building by Landlord to a successor in title,
          the  successor  shall  become  liable to Tenant  for the return of the
          security deposit and the conveying party released from same.  Landlord
          shall not be  required  to hold the  security  deposit in any  special
          account for the benefit of the Tenant and the security  deposit may be
          co-mingled with Landlord's funds. In the event any installment of Base
          Rent or other charges accruing under this Lease shall not be paid when
          due (including the return of any of Tenant's  checks for  insufficient
          or uncollected funds or otherwise), the Landlord shall have the right,
          at the Landlord's sole discretion, to require the Tenant to place with
          Landlord an  additional  security  deposit (in excess of the  original
          security  deposit),  of up to two  installments  of then  current Base
          Rent, which sum shall become a part of the original  security deposit.
          The rights of the Landlord shall in no way be limited or restricted by
          the security  deposit,  and the Landlord shall have the absolute right
          to pursue any available  remedies to protect its interests  herein, as
          if the security deposit had not been made.  Tenant will be charged for
          any checks or payments  received by Landlord  from Tenant and returned
          for  "insufficient  funds",  in addition to any late fees which may be
          accrued.

     f.   Exhibit "E" Guaranty, of the Lease is hereby deleted in it's entirety.

     8. This Assignment may be executed by Fax counterpart.

     9.  Notwithstanding  anything  contained  herein to the contrary,  Assignor
shall remain liable for all obligations under the terms of the Lease.

     IN WITNESS WHEREOF, the parties have hereunto set forth their hands.

ASSIGNOR:                                    ASSIGNEE:

South Beach Production Center Inc.           Medium4.com, Inc.

Signature on file                            /S/ JONATHAN BRAUN
---------------------------------            ---------------------------------
By:                                          By:  Jonathan Braun
LANDLORD:


Webster Hotel, Inc.


/S/ SCOTT ROBINS
---------------------------------
By:  Scott Robins, President



<PAGE>

                              SCHEDULE OF EXHIBITS
                              --------------------


EXHIBIT "A" - LANDLORD'S WORK

EXHIBIT "B" - TENANTS IMPROVEMENTS

EXHIBIT "C" - FLOOR PLAN

EXHIBIT "D" - RULES & REGULATIONS

EXHIBIT "E" - GUARANTY



<PAGE>

                                   EXHIBIT "A"
                                   ----------


                                 LANDLORD'S WORK
                                 ----------------


     TENANT ACCEPTS SPACE IN "AS IS" CONDITION AND LANDLORD IS  RESPONSIBLE  FOR
NO TENANT IMPROVEMENTS.



<PAGE>


                                   EXHIBIT "B"
                                   -----------


                              TENANT'S IMPROVEMENTS
                              ---------------------


     TENANT WILL BE RESPONSIBLE FOR ALL OF THE IMPROVEMENTS TO THE. PREMISES.

     ALL WORK MUST BE DONE BY A LICENSED AND INSURED GENERAL CONTRACTOR WITH ALL
OF THE NECESSARY PERMITS.

     TENANT IS RESPONSIBLE TO OBTAIN ANY AND ALL PERMITS AND LICENSES  NECESSARY
TO OPERATE ITS BUSINESS IN THE CITY OF MIAMI.



<PAGE>



                                   EXHIBIT "C"
                                   -----------


                                   FLOOR PLAN
                                   ----------





<PAGE>

                                   EXHIBIT "D"
                                   -----------


                              RULES AND REGULATIONS
                              ---------------------


1. In the event of any conflict between the terms of these rules and regulations
and the express provisions of the Lease, the express,  applicable  provisions of
the Lease shall control.  Landlord  reserves the right,  without the approval of
Tenant,  to rescind,  add to and amend any rules or regulations  with respect to
any  tenant  or  tenants.  Tenant  shall  provide  a copy  of  these  rules  and
regulations  to  each of its  employees  to  facilitate  compliance  with  these
standards.

2. The  sidewalks,  walks,  plaza  entries,  corridors,  ramps,  staircases  and
elevators  of the  premises  shall not be  obstructed,  and shall not be used by
Tenant, or the employees, agents, servants, visitors or invitees of Tenants, for
any purpose other than ingress and egress to and from the Premises.

3. No freight, furniture or other large or bulky merchandise or equipment of any
description  will be received  into the Premises or carried  into the  elevators
except  in such a  manner,  during  such  hours and  using  such  elevators  and
passageways  as may be approved or  designated  by Landlord,  and then only upon
having  been  scheduled  in advance.  Although  Landlord  or its  personnel  may
participate  or assist  in the  supervision  of such  movement,  Tenant  assumes
financial responsibility for all risks as to damage to articles moved and injury
to persons or public  engaged or not  engaged in such  movement,  including  any
equipment,  property or personnel of Landlord  damaged or injured in  connection
with carrying out this service for Tenant.

4. Tenant, or the employees,  agents, servants,  visitors or invitees of Tenant,
shall not at any time place, leave or discard any rubbish,  paper,  articles, or
object  of any kind  whatsoever  outside  the  doors of the  Premises  or in the
corridors or passageways of the Premises.

5. Tenant shall not place,  or cause or allow to be placed,  any sign,  placard,
picture,  advertisement,  notice or  lettering  whatsoever,  in, about or on the
exterior  of the  Premises  or  Building  except in and at such places as may be
designated by Landlord and  consented to by Landlord in writing.  Any such sign,
placard,  advertisement,  picture,  notice or lettering  so placed  without such
consent  may be  removed by  Landlord  without  notice to and at the  expense of
Tenant.  All  lettering  and  graphics  on corridor  doors shall  conform to the
building standard prescribed by Landlord.

6. Tenant shall not place,  or cause or allow to be placed,  any satellite dish,
communications equipment, computer or microwave receiving equipment, antennae or
other  similar  equipment  about or on the  exterior of the  Premises.  Any such
equipment  so placed  may be removed by  Landlord  without  notice to and at the
expense of Tenant.

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

8. Only workmen employed, designated or approved by Landlord may be employed for
repairs, installations, alterations, painting, material moving and other similar
work that may be done in or on the Premises.

9. Tenant  shall not bring or permit to be brought or kept in or on the Premises
any  inflammable,  combustible,  corrosive,  caustic,  poisonous,  or  explosive
substance,  or firearms,  or cause or permit any odors to permeate in or emanate
from the Premises,  or permit or suffer the Premises to be occupied or used in a
manner offensive or objectionable to Landlord or other occupants of the Building
by reason of light, radiation, magnetism, noise odors and/or vibrations.

10. Tenant shall not mark,  paint,  drill into, or in any way deface any part of
the  Premises.  No boring,  driving of nails or screws,  cutting or stringing of
wires  shall be  permitted,  except with the prior  written  consent of Landlord
which consent shall not be unreasonable or delayed.

11. No additional  locks or bolts of any kind shall be placed on any door in the
Building or the  Premises  and no lock on any door  therein  shall be changed or
altered in any respect.  Tenant shall not make duplicate keys. All keys shall be
returned to Landlord  upon the  termination  of this Lease.  Landlord may at all
times keep a pass key to the Premises.  All entrance doors to the Premises shall
be left closed at all times and left locked when the Premises are not in use.

12.  Tenant  shall give  immediate  notice to Landlord  in case of known  theft,
unauthorized  solicitation  or  accident  in the  Premises  or of known  defects
therein  or in any  fixtures  or  equipment,  or of any known  emergency  in the
Building.

13.  Tenant  shall not use the  Premises  or permit the  Premises to be used for
photographic,  multilith or multigraph reproductions,  except in connection with
its own  business  and not as a service  for  others  without  Landlord's  prior
written permission.

14. No animals or birds shall be brought or kept in or about the Premises,  with
the exception of guide dogs accompanying visually handicapped persons.

15. No  awnings,  draperies,  shutters  or other  interior  or  exterior  window
coverings  that  are  visible  from the  exterior  of the  Building  or from the
exterior of the Premises  within the Building may be installed by Tenant without
Landlord's prior written consent.

16. Tenant shall not place,  install or operate within the Premises or any other
part of the Building any engine,  stove,  or  machinery,  or conduct  mechanical
operations therein, without the written consent of Landlord.

17. No portion of the  Premises or any other part of the  Building  shall at any
time be used or occupied as sleeping or lodging quarters.

18. Tenant shall at all times keep the Premises neat and orderly.

19. The toilet rooms,  urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were  constructed  and no foreign
substance of any kind whatsoever  shall be thrown  therein.  The expenses of any
breakage,  stoppage or damage resulting from the violation of this rule shall be
borne by the Tenant who (or whose  employees or invitees) shall have caused such
damage.

20. All tenant modifications resulting from alterations or physical additions in
or to the  Premises  must  conform to all  applicable  building  and fire codes.
Tenant  shall  obtain  written  approval  from the  management  office  prior to
commencement of any such  modifications  and shall deliver as built plans to the
management office upon completion.

21. Tenant shall not park (and shall insure that Tenant's employees, agents, and
invitees do not park) in any reserved  parking  space other than those  reserved
parking spaces, if any,  specifically assigned to Tenant. Any vehicle improperly
parked,  or  parked  in any  unauthorized  parking  area,  shall be towed at the
vehicle owner's expense and without further or additional notice.

22.  Persons  using  the  parking  area  do  so  at  their  own  risk.  Landlord
specifically  disclaims  all  liability,  except when caused solely by its gross
negligence or willful misconduct,  for any personal injury incurred users of the
parking area, their agents,  employees,  family, friends, guests or invitees, or
as a result  of  damage  to,  theft of, or  destruction  of any  vehicle  or any
contents thereof as a result of the operation or parking of vehicles.



<PAGE>

                                   EXHIBIT "E"
                                   ----------


                                GUARANTY OF LEASE
                                -----------------


     WHEREAS,  SOUTH  BEACH  PRODUCTION  CENTER INC.  ("Tenant")  is desirous of
entering into a lease  agreement  ("Lease") with WEBSTER HOTEL.  INC., a Florida
corporation  ("Landlord"),  dated of even date herewith,  in the  hotel/building
known as SUITE 100 OF 1220  COLLINS  AVE MIAMI BEACH  situated  in Miami  Beach,
Beach, Florida.

     WHEREAS,  HERIBERTO  RIVERO JR- -  ("Guarantor")  is a  principal  owner of
Tenant or, is otherwise  related to the Tenant or its principal  that it will be
benefited if Tenant obtains the Lease from Landlord.

     WHEREAS,  Landlord  has refused to enter into the Lease with Tenant  unless
Guarantor  guarantees the payment and performance of the  obligations  under the
Lease in the manner herein set forth

     NOW,  THEREFORE,  as a material  inducement  for Landlord to enter into the
Lease,  the Guarantor,  residing at 9411 SW 212 TERRACE MIAMI FL. 33189 , hereby
unconditionally  guarantees to Landlord,  its successors and assigns, the prompt
and full payment and performance of all Tenant's obligations under the Lease, as
follows:

     1. Guarantor unconditionally  guarantees to Landlord and the successors and
assigns of Landlord, the prompt payment of all rent (fixed, additional or other)
under the Lease, beyond any applicable  curative periods.  Each such payment may
be  recovered  in a separate  action as it comes due under the  Lease.  Landlord
shall have the absolute right to seek one or more money judgments for each cause
of action based solely upon this Guaranty.

     2. Guarantor  unconditionally  guarantees the prompt  performance of all of
Tenant's  obligations  under the Lease,  whether now  existing or arising in the
future:, of any nature and description  whatsoever  [including,  but not limited
to, Tenant's Work (as defined in the Lease)], or any other document or agreement
entered into in connection  therewith,  at such time or times as required by the
terms of the Lease or any such other document or agreement

     3. Any act of Landlord or the successors or assigns of Landlord  consisting
of a waiver or change of any of the terms or  conditions  of the  Lease,  or the
giving of any consent to any matter or thing  relating  to the Lease  including,
without  limitation,  consent to a change in  ownership  of the Tenant or to the
assignment  and the successive  assignments  of the Lease and any  modifications
thereof including, without limitation, the subletting and changing of the use of
the subject  premises,  or the granting of any indulgences or extensions of time
to Tenant may be done without  notice to  Guarantor  and without  releasing  the
obligations of Guarantor hereunder.

     4.  The   obligations   of  Guarantor   under  this  Guaranty  are  direct,
unconditional  and completely  independent of the obligations of Tenant Landlord
may  exercise  any  of  its  rights  under  this  Guaranty,  including,  without
limitation,  bringing and prosecuting any action against  Guarantor  without the
necessity of joining  Tenant to the action,  of  previously  realizing  upon any
security then held by Landlord under the Lease, or previously proceeding against
or exhausting any remedy against  Tenant,  any other  guarantor of the Lease, or
any other person who might have become liable for Tenants  obligations under the
Lease.

     5. The liability of Guarantor hereunder shall in no way be affected by: (a)
the release or discharge of Tenant in any creditors',  receivership,  bankruptcy
or other  proceedings;  (b) the impairment  limitation or  modification,  of the
liability  of the Tenant or the estate of the  Tenant in  bankruptcy,  or of any
remedy for the enforcement of Tenant's said liability under the Lease, resulting
from the operation of any applicable bankruptcy law or other statute or from the
decision in any court,  (e) the rejection or  disaffirmance  of the Lease in any
such  proceedings;  (d) any  disability or other  defense of Tenant;  or (e) the
cessation from any cause whatsoever of the liability of Tenant.

     6. Guarantor hereby  specifically waives any and all defenses to any action
or  proceeding  brought to enforce this  Guaranty or any part of this  Guaranty,
either at law or in equity,  except the defense  that  performance  has actually
been made to Landlord.  Without limiting the foregoing in any way, but merely by
way of illustration,  Guarantor  specifically waives all technical,  dilatory or
nonmeritorious  defenses, and any defense predicated upon: (a) disability on the
part of  Tenant;  (b)  change or  modification  in the terms of the  Lease;  (c)
indulgence or  forbearance  by Landlord and the  enforcement  of any term of the
Lease:  (d) a release of all or any part of the security for the Lease,  whether
for valuable  consideration or otherwise;  (e) Landlord's  acquiring  additional
security for the Lease; (f) the  substitution of different  security in exchange
for all or any part of the original security for the Lease obligations;  (g) the
fact that there may be persons other than Guarantor  solvent and responsible for
the payment or performance of all or any part of Tenant's  obligations under the
Lease,  (h) the fact that  there may  hereafter  be another  guarantor  or other
guarantors of all or any part of the Tenant's  obligations  under the Lease; (i)
the full or partial release of the obligations of any other or future guarantors
of all or any part of the  Tenants  obligations  under the  Lease ;  and/or  the
failure of the Landlord to exhaust any remedies against Tenant.

     7. Landlord shall not be required (a) to notify Guarantor of any failure by
Tenant to mod any obligations  under the Lease;  (b) to notify  Guarantor of any
other default by Tenant under the Lease or by any other  guarantor of the Lease;
nor (c) to make any presentment or demand on Guarantor.  Guarantor hereby waives
any right to any  notice or  demand  whatsoever  before  Landlord  commences  to
enforce its rights under this  Guaranty,  whether by judicial  proceedings or in
any other manner.

     8. Until all the covenants  and  conditions in the Lease on Tenants part to
be performed and observed are fully performed and observed, Guarantor; (a) shall
have no right of subrogation against Tenant by reason of any payments or acts or
performance by the Guarantor in compliance with the obligations of the Guarantor
hereunder;  (b) waives any right to enforce any remedy  winch  Guarantor  now or
hereafter shall have against Tenant by reason of any one or more payment or acts
of performance in compliance  with the obligations of Guarantor  hereunder;  and
(c)  subordinates  any liability or indebtedness of Tenant now or hereafter held
by Guarantor to the obligations of Tenant to the Landlord under the Lease.

     9.  Guarantor  agrees  to pay any  expenses  incurred  by  Landlord  in the
collection or  enforcement  of this  Guaranty,  including  costs and  reasonable
attorney fees (including those incurred for appellate  proceedings) in the event
that Landlord shall be obligated to resort to the courts or require the services
of an attorney to collect under this Guaranty.  In this regard,  in the event of
any  litigation  between the parties under this Guaranty,  the prevailing  party
shall be entitled to reasonable attorney's fees and court costs at all trial and
appellate levels.

     10. In order to induce  Landlord to enter into the Lease with  Tenant,  and
knowing that  Landlord  shall rely on the within  warranty  and  representation,
Guarantor  warrants and represents to Landlord that Guarantor shall be benefited
if Landlord enters into the Lease with Tenant.

     11. The rights and  authority  granted to Landlord in this  Guaranty  shall
insure to the benefit of its  successors  and  assigns,  and the  agreements  by
Guarantor contained in this Guaranty shall bind Guarantor and Guarantor's heirs,
personal representatives, successors and assigns, jointly and severally.

     12.  Landlord may assign this  Guaranty,  in whole or as to such part which
has not been realized upon, to any successor to Landlord without prior notice to
or the consent of Guarantor.

     13. Time shall be of the essence with respect to all of the  provisions  of
this Guaranty.

     14.  Any  determination  by a court  of  competent  jurisdiction  that  any
provision of this Guaranty is not valid or enforceable as specifically set forth
shall not result in such provision being declared invalid, but the same shall be
modified,  if  possible,  in such a manner so as to result in it being valid and
enforceable to the maximum extent permitted by law, if such  modification is not
possible,  then such  provision  shall be deemed  stricken and severed from this
Guaranty, and the remaining provisions shall remain in full force and effect.

     15. This  Guaranty  shall be governed  by, and  construed  and  enforced in
accordance with the laws of the State of Florida.

     16.  Notwithstanding  anything to the contrary  contained in this Guaranty,
Guarantor's  obligations  hereunder shall be released in full,  provided if, and
only if all of the  following  shall occur;  (i) Tenant gives  Landlord at lease
ninety (90) days prior written notice of its election to prematurely  vacate the
premises  and/or  terminate  the Lease,  (ii) upon  vacation of the  premises by
Tenant, Tenant shall bait fully paid all rent and other fees under the Lease and
otherwise  complied with all other  requirements under die Lease, and (iii) upon
vacation of the  premises by Tenant,  Tenant  shall have left the  premises in a
good and  sanitary  condition  as  required  by the terms of the Lease  with all
improvements  intact.  This provision is only intended to relate to a release of
Guarantor under this Guaranty, and not of Tenant under the Lease In tins regard,
nothing  herein shall be deemed a release and/or consent by Landlord to Tenant's
early  vacation of the premises  and/or  termination  of the Lease (Tenant still
remaining  fully  liable for all  damages  caused  thereby as more  particularly
provided in the Lease).

     17. GUARANTOR HEREBY KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY  WAIVES ANY
AND ALL RIGHTS WHICH HE MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM  BROUGHT AGAINST HIM BY LANDLORD ON ANY MATTERS  WHATSOEVER ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY

     18. This instrument may not be changed, modified,  discharged or terminated
orally or in any manner other than by an agreement in writing signed by both the
Guarantor and the Landlord.

     19. Any litigation  arising between the parties shall be maintained  solely
in the state court of competent  jurisdiction in Miami-Dade County,  Florida and
the Landlord, Tenant and Guarantors, if any hereby irrevocably themselves to the
jurisdiction of said courts purpose for a connection herewith.

     IN WITNESS  WHEREOF,  the Guarantor has hereunto signed this document as of
the _____ day of __________,1998.

Witnesses:


Signature on File

Signature on File                   /S/ HERIBERTO RIVERO JR., Individually
-----------------                   ------------------------
                                    HERIBERTO RIVERO JR.


STATE OF FLORIDA )       Guarantor's Home Address,       9411 SW 212 TERRACE
                                                         ----------------------
                 )ss:                                    MIAMI FL.  33189
                                                         ----------------------
COUNTY OF DADE   )
                         Social Security Number &        ----------------------
                        Florida Driver's License No.     ----------------------

     The foregoing  instrument was acknowledged before me this 27th day of July,
1998 by Heriberto  Rivero Jr., who is personally known to me or who has produced
FL DL as identification and who did/did not take an oath.

                                            Signature on File
                                            -----------------
                                            Name:
                                                 ----------------------------
(Notarial Seal)                             Notary Public, State of Florida

[SEAL]


<PAGE>

                             RADON GAS NOTIFICATION
                             ----------------------

"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.

Signed, sealed and delivered in
the presence of:



                                         LANDLORD:
                                         WEBSTER HOTEL, INC.


Signature on File                        By: /S/ STEVEN GREDENSTEN
-----------------                             ---------------------
(As to Landlord)                              STEVEN GREDENSTEN,
                                              VICE PRESIDENT
Signature on File
-----------------



                                         TENANT:
                                         SOUTH BEACH PRODUCTION CENTER INC.


Signature on File                        By:  /S/ HERIBERTO RIVERO JR.
-----------------                             ------------------------
(As to Tenant)                                 HERIBERTO RIVERO JR.,
                                               PRESIDENT
Signature on File
-----------------




<PAGE>


                                  ATTACHMENT A


                           COMMERCIAL LEASE AGREEMENT
                           --------------------------


     1. PARTIES.  This Lease is made this 27th day of JULY, 1998 between WEBSTER
HOTEL INC. ("Landlord"),and SOUTH BEACH PRODUCTION CENTER INC, ("Tenant").

     2. Demised  Premises.  Subject to the terms and  provisions  of this Lease,
Landlord  hereby leases to Tenant and Tenant hereby leases from Landlord,  those
certain Premises (the  "Premises")  located at SUITE 100 OF 1220 COLLINS AVENUE,
Miami Beach, in the County of Dade, State of Florida (the  "Building").  A floor
plan of the ground floor of the Premises is attached hereto and labeled "Exhibit
C".  Tenant's  taking of possession of the Premises and its payment of the first
month's Base Rent due  hereunder  shall  constitute  Tenant's  acceptance of the
Premises in all respect,  including its square footage  configuration  and other
physical  features.  By taking  possession  of the Premises and paying the first
month's  Base Rent,  the Tenant  waives any  objections  to the square  footage,
configuration  and other  physical  features of the Premises,  and the amount of
Base Rent and all other charges due hereunder for the Lease of said Premises.

     3. USE OF PREMISES.
        ---------------

     3.1.  PERMITTED  USE AND BUSINESS  NAME.  The  Premises.  shall be used and
occupied only as an PRODUCTION OFFICE and for no other purpose.  The business of
the Tenant in the  Premises  shall be carried on under the name and style  SOUTH
BEACH PRODUCTION CENTER and under no other name and style unless approved by the
Landlord in writing.

     3.2.  HOURS OF  BUSINESS.  During the term,  the Tenant  shall  conduct its
business in the Premises,  at a minimum, on Monday thru Friday from 9:00 a.m. to
5:00 p.m.; except on holidays acceptable to Landlord. Landlord may require other
minimum hours, if such  requirement is made of at least 75% of all other tenants
in the Building. Tenant may conduct business on the Premises, in addition to the
foregoing times, at Tenants sole expense.

     3.3. OPENING AND CONTINUOUS  OCCUPANCY.  Tenant shall open the whole of the
Premises for business to the public, filly fixtured,  stocked and staffed within
45 days of the  Commencement  Date,  as  hereinafter  defined.  The Tenant shall
continuously, actively and diligently carry on the business specified in Section
3.1 on the whole of the  Premises  during the Term,  during  such hours and upon
such days as are herein  required,  except when prevented from doing so by force
majeure.  The Tenant  acknowledges that its continued  occupancy of the Premises
and the regular  conduct of its  business  therein are of utmost  importance  to
neighboring tenants and to the Landlord in the renting of space in the Building,
the renewal of other leases  therein,  and the efficient and economic  supply of
services and utilities.  The Tenant  acknowledges that the Landlord is executing
this  Lease in  reliance  thereupon  and that  the  same is a  material  element
inducing the Landlord to execute this Lease.

     3.4.  TENANT'S  COVENANTS AS TO USE AND  OCCUPANCY.  Tenant shall  exercise
reasonable  care in its use of the  Premises  or  Building  and  shall not do or
permit  anything to be done in or about the Premises or Building,  nor bring nor
keep anything in the Premises or Building  which will in any way affect the fire
or other insurance upon the Building,  or any of its contents, or which shall in
any way conflict with any statute,  ordinance,  rule, regulation,  order, law or
other  requirement  (collectively the "Laws") affecting the occupancy and use of
the  Premises  or  Building,  which is now,  or may  hereafter  be,  enacted  or
promulgated by any public authority. Tenant shall not obstruct or interfere with
the rights of other  tenants of the  Building,  or injure or annoy them.  Tenant
shall not use, or allow the Premises to be used, for any illegal purpose, or any
purpose  constituting a public or private nuisance or for sleeping purposes,  or
cooking, and nothing shall be prepared,  manufactured,  or mixed in the Premises
which  would emit an odor  and/or Rum of any type into or around any part of the
Building.  Tenant shall  promptly  comply with and execute all of the  aforesaid
Laws and all rules,  orders and  regulations  of the  Southeastern  Underwriters
Association for the prevention of fires, at Tenants own cost and expense. Tenant
shall pay for any increases in Landlord's insurance due specifically to Tenant's
use of the Premises or Building  and for all damage and any amounts  expended by
Landlord  to  correct a breach by  Tenant  of this  Section.  On or prior to the
Commencement  Date  and at all  times  daring  the  Term of this  Lease  and any
extensions  or  renewals  thereof,  Tenant  shall,  at its  expense,  obtain and
maintain all pen-nits,  licenses and other governmental authorizations which are
necessary for the operation of its business in accordance with Section 3.1.

     3.5. INVENTORY,  STAFF AND FIXTURES.  The Tenant shall maintain available a
substantial stock of goods, wares and merchandise  adequate to ensure successful
operation of the  Tenant's  business,  and shall  employ and maintain  sales and
other  personnel  sufficient at all times for proper service to customers.  But,
the Tenant shall store and stock in the Premises  only such  inventories  as the
Tenant intends to sell at retail from or upon the Premises, and unless otherwise
agreed by the  Landlord,  the Tenant  shall use for  office,  storage  and other
non-selling  purposes only such space in the Premises as is reasonably  required
to maintain the  Tenant's  retail sales  therein.  The Tenant shall  install and
maintain  at all  times  in the  Premises  modern  and  high  quality  fixtures,
furnishings,  fittings and equipment adequate, appropriate and properly laid out
to maximize the Tenant's retail sales.

     3.6. DISPLAY WINDOWS.  `Me Tenant shall keep display windows attractive and
neatly  dressed,  and  shall  screen in an  aesthetically  pleasing  manner  all
unsightly items within the Premises which can be seen from the display  windows,
including  without  limitation  office  furniture  and other  similar  items are
visible behind interior glass partitions.  Display windows and lighted signs (if
any)  shall be kept  illuminated  by the Tenant on all  business  days until the
later of 10:00 am or least one-half hour after the Building closes for business.
Tenant  covenants and agrees that if the display of any article  exhibited by it
in the display windows, or in or about the Premises, or the display of any signs
or  placards in or on the  Premises at any time or times  during the term hereof
shall be  objected  to by the  Landlord,  and if notice in  writing  is given by
Landlord  or its  agents of such  objection  or  objections,  the  Tenant  shall
immediately  and as often as such  notices are  received  remove such display or
such  articles  objected  to, and  failing so to do,  expressly  agrees that the
Landlord or its agents may enter the Premises and remove such  article,  sign or
placards  objected  to,  using such force as may be  necessary  so to do without
being deemed guilty of any forcible  entry,  detainer,  trespass or in breach of
the covenant of quiet enjoyment.

     3.7.  PROHIBITED USES. Tenant shall not use the Premises nor permit them to
be used for any of the following  purposes:  (A) for the sale by the Tenant,  as
its principal  business  purpose,  of any merchandise  which the Tenant,  in the
course of its normal business practice,  purchases at manufacturers'  clearances
or  purchases  of  ends-of-runs,  bankruptcy  stock,  seconds  or other  similar
merchandise;  (B) for the  sale of  second-hand  goods,  war  surplus  articles,
insurance salvage stock, fire sale stock,  merchandise damaged by or held out to
be damaged by fire, except merchandise damaged by fire or smoke occurring in the
Building, and then only for 30 days after the date of any such damage; (C) as an
auction or flea market; (D) for a bankruptcy sale or going-out-of-business  sale
or  liquidation  sale or any  similar  sale,  unless  the  Tenant  is in fact in
bankruptcy or is going out of business or is in liquidation,  in which case such
sale shall not continue beyond 30 days; (E) a business primarily used for a mail
order office or catalog store-,  (F) any business in which the Tenant is engaged
in intentionally deceptive or fraudulent advertising or selling practices or any
other act or business practice  contrary to honest retail practices;  (G) or any
use other than as specified in paragraph 3.1 above.

     4. TERM.  The term (the  "Term")  of this Lease  shall be for a period of 5
YEARS commencing on AUGUST 1, 1998, (the "Commencement  Date) and ending on JULY
31 2003 or sooner, if terminated as provided herein.  If Tenant,  with Landlords
prior consent,  shall occupy the Premises  before  commencement of the Term, all
provisions of this Lease shall be in full force and effect  commencing  upon the
occupancy,  and Base Rent and  Additional  Rent for such period shall be paid by
Tenant at the same rate herein specified for the Term.

     5. BASE RENT.

     5.1. As rental for the lease of the Premises, Tenant shall pay to Landlord,
at Landlord's address set forth in Section 22 hereof, or at such other place and
to such other person as Landlord may from time to time  designate in writing for
the initial term of this Lease,  total  monthly  base rent ("Base  Rent") in the
initial amount of

            MONTHS                    1-12                $2,000.00
            MONTHS                   13-24                $2,100.00
            MONTHS                   25-36                $2,200.00
            MONTHS                   37-48                $2,300.00
            MONTHS                   49-60                $2,400.00

plus applicable  state sales tax, payable in monthly  installments,  in advance,
without  notice,  due on the first day of each calendar mouth during the Term of
this Lease,  free from all claims,  demands or setoffs  against  Landlord of any
kind or  character  whatsoever.  If the  Term,  of this  Lease  shall  begin  or
terminate on other than the first or last day  respectively of a calendar month,
all Base Rent and other  charges  accruing  under this Lease for such portion of
the  partial  calendar  month  shall be  apportioned  and paid on the basis of a
thirty  day  month.  In  addition  to any  other  sums  due  under  this  Lease,
simultaneously  with Tenant's execution of this Lease, Tenant shall pay Landlord
the first month's rent.

     6. PERCENTAGE OF RENT. DELETED.

     7. OPERATING COST PASS THROUGH.

     In  addition  to Base Rent and  adjustments  thereto,  Tenant  shall pay to
Landlord as additional  rent  beginning in year two of the Lease and  continuing
each year  thereafter  Tenant's  pro rata Share of all  increases in real estate
taxes and insurance premiums for the building. In calculating the increases, the
actual tax and  insurance  payments for the year 1998 with the base year and the
tenant will be responsible for its pro rata hare increase above the payments for
that year.

     Beginning  in year  2,  tenant  agrees  to pay  Tenant's  Share  of  annual
Operating  Costs,  plus  applicable  state  sales  tax  thereon,  together  with
installments of Base Rent, in monthly installments in advance during the Term of
this Lease as may be estimated  annually in advance by Landlord.  Such  payments
shall be prorated  for the first and last  calendar  years of the Term hereof if
such term  does not  start on the  first  and end on the last day of a  calendar
year.  Following the end of each calendar year,  Landlord shall advise Tenant of
Tenant's Share of the actual Operating Costs payable for the prior calendar year
as computed  based upon the actual cost thereof to the Landlord.  If there shall
have been an  underpayment  by the Tenant  based on  Landlord's  estimates,  the
Tenant shall pay the  difference  within ten (10) days of request  therefor from
Landlord;  if there shall have been an  overpayment  by Tenant,  Tenant shall be
given a credit towards the next due payment of Tenant's Share of Operating Costs
for the current year.

     The  Tenant's  Share of actual  Operating  Costs under this section for the
final  calendar  year of this Lease shall be due and payable  even though it may
not be  finally  calculated  until  after  the  expiration  of the  Lease  Tenn.
Accordingly, Landlord shall have the right to continue to hold Tenant's security
deposit  following  expiration of the term of this Lease until Tenant's Share of
actual  Operating Costs for the final calendar year of this Lease has been paid.
This covenant shall survive the termination or expiration of this Lease.

     8. TAXES.  All payments of Base Rent,  Tenant's S hare of Operating C costs
and any other charges  arising under this Lease shall be paid by Tenant together
with applicable Florida Sales, use and any other taxes thereon. The Tenant shall
pay when due all taxes (whether imposed on the Landlord or Tenant)  attributable
to the personal property, trade fixtures, business income, occupancy or sales of
the Tenant or any other  occupant of the Premises and to the use of the Building
by the Tenant  (collectively the "Business Tax". If the Tenant's Business Tax is
payable by the  Landlord,  such charge to be computed for the entire  period for
which the amount is overdue.  All late  charges  shall be due  immediately  upon
demand by Landlord without set-off or defense.

     9. RENT PAST DUE. In the event any installment of Base Rent, Tenant's Share
of  Operating  Costs or other  charges  accruing  under this Lease shall  become
overdue, a late charge of five percent (5%) of the delinquent sum may be charged
by Landlord If any  installment of Base Rent,  Tenant's Share of Operating Costs
or other charges  accruing under this Lease remain overdue for more than fifteen
days,  an  additional  late charge in an amount equal to interest at the rate of
1-1/2%  per  month  (18% per  annum) or the  maximum  permitted  by law,  on the
delinquent amount may be charged by Landlord, such charge to be computed for the
entire  period for which the amount is overdue.  All late  charges  shall be due
immediately upon demand by Landlord without set-off or defense.

     10.  SECURITY  DEPOSIT.  Simultaneously  with the  execution of this Lease,
Tenant has paid to Landlord the of SIX THOUSAND DOLLARS AND NO CENTS ($6,000.00)
Dollars, representing first month's rent and Two month's security deposit to. be
held by Landlord  without  interest  for the full and  faithful  performance  by
Tenant of the terms and conditions of this Lease. Landlord may utilize such part
of the security deposit as is necessary to cure any default of Tenant under this
Lease and in such event Tenant shall immediately replace such portions as may be
expended by Landlord. Upon the expiration of this Lease (except arising due to a
default by  Tenant),  delivery of the  Premises  to  Landlord in their  original
condition,  ordinary wear and tear excepted, and payment to Landlord of Tenant's
Share of all actual  Operating  Costs for the final calendar year of this Lease,
then the security deposit shall be returned to Tenant without interest. Upon any
conveyance  of the Building by Landlord to a successor in title,  the  successor
shall  become  liable to Tenant for the return of the  security  deposit and the
conveying  party released from same.  Landlord shall not be required to hold the
security  deposit in any  special  account for the benefit of the Tenant and the
security  deposit may be  co-mingled  with  Landlord's  funds.  In the event any
installment of Base Rent or other charges accruing under this Lease shall not be
paid when due (including the return of any of Tenant's  checks for  insufficient
or uncollected  funds or otherwise),  the Landlord shall have the right,  at the
Landlord's  sole  discretion,  to require  the Tenant to place with  Landlord an
additional security deposit (in excess of the original security deposit),  of up
to two  installments of then current Base Rent, which sum shall become a part of
the original  security  deposit.  The rights of the Landlord  shall in no way be
limited or restricted by the security  deposit,  and the Landlord shall have the
absolute right to pursue any available remedies to protect its interests herein,
as if the  security  deposit  had not been made.  Tenant will be charged for any
checks  or  payments   received  by  Landlord   from  Tenant  and  returned  for
"insufficient funds", in addition to any late fees which may be accrued.

     11.  IMPROVEMENTS  AND DELIVERY OF  POSSESSION.  Tenant  acknowledges  that
Tenant has  inspected  the Premises and Tenant is accepting  the same in "as is"
condition.  No representations except those expressly contained herein have been
relied  on by  Tenant  with  respect  to the  condition,  design,  amenities  or
completion  of the  Building  or  Premises.  Tenant  will make no claim  against
Landlord  on  account of any  representation  of any kind,  whether  made by any
renting agent, broker, officer or -other representative of Landlord or which may
be  contained  in  any  advertisement  relating  to  the  Building  unless  such
representation  is specifically set forth in this Lease. Any improvements  shall
become  Landlords  property and remain on the Premises  upon the  expiration  or
earlier  termination  of this Lease.  Notwithstanding  anything to the  contrary
contained in this Lease (including,  without  limitation,  Section the obtaining
and maintenance of all permits, licenses, zoning and governmental authorizations
required for Tenant's business  operations shall be Tenant's sole responsibility
and at  Tenant's  sole cost and expense  and in no case shall the  obtaining  or
maintenance  of  such  be  a  condition  to  Tenant's   obligations   hereunder.
Notwithstanding  any contrary  provision of this Lease, if any personal property
is located in the Premises,  the Tenant  accepts such  personal  property in its
existing condition,  as-is, and without  representation or warranty as to title,
condition or any latent  defects.  Tenant shall  indemnify and hold harmless the
Landlord of an from any and all liens or other claims which are asserted against
any or all of such  personal  property  by the State of  Florida  Department  of
Revenue for unpaid personal property taxes arising prior to or after the date of
this Lease, including any such claims with respect to any such taxes owed by any
prior owner or user of such personal property.

     12.  NEGATION  OF  PERSONAL  LIABILITY.  Notwithstanding  anything  to  the
contrary herein contained, Tenant agrees that Landlord (and, in case Landlord is
a joint venture,  partnership,  tenancy in common,  association or other form of
joint ownership, the partners,  members and employees of any such joint venture,
partnership,  tenancy-in-common,  association or other form of joint  ownership)
shall  have  absolutely  no  personal  liability  with  respect  to  any  of the
provisions of this Lease, or any obligation or liability arising therefrom or in
connection  therewith.  Tenant  shall  took  solely to  Landlords  equity in the
Premises  for the  satisfaction  of any  remedies  of  Tenant  against  Landlord
including, without limitation, the collection of any judgment (or other judicial
process)  requiring the payment of money by Landlord in the event of any default
or breach by Landlord  with respect to any of the terms and  provisions  of this
Lease to be observed  and/or  performed by Landlord,  subject,  however,  to the
prior rights of any holder of any mortgage  covering all or part of the Premises
and no other assets of Landlord or any principal or partner of Landlord shall be
subject to levy,  execution or other judicial  process for the  satisfaction  of
Tenant's claim and in the event Tenant obtains a judgment against Landlord,  the
judgment  docket  shall be so noted.  This  exculpation  of  liability  shall be
absolute  and without  exception  whatsoever.  This  section  shall inure to the
benefit of Landlord's successors and assigns and their respective principals.

     13. MILES AND  REGULATIONS.  The rules and  regulations as may be hereafter
adopted by Landlord for the safety,  cleanliness  and  operation of the Building
and the preservation of good order therein and for the most efficient use by all
tenants,  agents,  employees,  invitees and visitors of the  automobile  parking
spaces provided by Landlord, if any, are expressly made a part of this Lease and
Tenant  agrees  to  comply  with  such  rules  and  regulations.  No  rules  and
regulations  shall  prohibit  the  reasonable  use of the Premises by Tenant its
agents,  employees,  invitees and  visitors  for the purposes  permitted by this
Lease. The Landlord shall not be responsible to Tenant for any  nonobservance of
such rules and  regulations  by any other tenant of the Building.  The rules and
regulations  shall be binding upon the Tenant upon delivery of a copy of them to
Tenant.

     14. ASSIGNMENT AND SUBLETTING.  Tenant shall not assign, sublet,  mortgage,
pledge,  or hypothecate  this Lease, or any interest  therein,  nor shall Tenant
permit the use of the Premises by any person or persons  other than Tenant,  nor
shall  Tenant  sublet the  Premises,  or any part  thereof,  without the written
consent of Landlord,  which consent shall not be unreasonably withheld. Any sale
of stock of Tenant (if a corporation),  assignment of partnership interest (if a
partnership),  assignment of beneficial  interest (if a trust),  or other device
which has the effect of transferring  the practical  benefits of this Lease from
the parties currently  controlling Tenant,  shall be a prohibited  transfer.  If
Tenant   sublets,   assigns  or  transfers  this  Lease,   the  Base  Rent  will
automatically increase by 25 % .

     15. CONDITION OF DEMISED PREMISES: MAINTENANCE AM REPAIRS.

     15.1.  The parties  agree that Tenant,  except as provided in Section 15.2,
will be  responsible,  at  Tenants  sole  costs  and  expense,  and at all times
throughout the term and any extensions thereof, for all maintenance, repairs and
replacements in, on or about the Premises and all equipment and property thereon
shall be maintained in good condition,  and in substantially  the same condition
as same existed upon the  Commencement  Date,  reasonable wear and tear excepted
Tenants  responsibilities  hereunder  include,  but  are  not  limited  to,  the
replacement,  repair and maintenance of all exterior and interior  improvements,
fixtures, appliances,  equipment, and system, including, but not limited to, air
conditioning, heating, plumbing, electrical systems, and plate glass; and all of
the foregoing shall be maintained in good operating condition at all times, free
of dirt, rubbish and other  obstructions,  and shall be kept immaculately clean.
All  replacements,  repairs and maintenance shall be performed by contractors or
workman designated or approved by Landlord Tenant shall not commit nor allow any
waste or damage to be  committed  on any portion of the  Building  or  Premises.
Tenant shall be responsible for the sanitation, storage and daily removal of all
garbage  generated by Tenant.  Tenant shall perform the  aforesaid  maintenance,
repairs,  replacements  and services and shall  otherwise  use the Premises in a
manner which is sensitive  and  consistent  with the historic  nature of the Art
Deco District/Design. District. If the Tenant does not make repairs promptly and
adequately or otherwise fails to comply with this Section, the Landlord may, but
need not,  make  repairs  or correct  such  failure,  and the  Tenant  shall pay
Landlord the cost thereof on demand.

     15.2.  Landlord  shall  maintain  and repair the roof and  structure of the
Building.  The  Landlord  shall  not be liable to the  Tenant  for any  expense,
injury,  loss or damage,  resulting from work done in or upon, or the use of any
adjacent or nearby  building,  land,  City of Miami Beach parking lot, street or
alley.  The Tenant shall pay the Landlord for overtime and for any other expense
incurred in the event repairs,  alterations,  decorating or other work performed
by Landlord are not made during ordinary business hours at the Tenant's request.
If any damage to the Premises or Building results from any act or neglect of the
Tenant, its employees, agents, invitees, licensees, or contractors, the Landlord
may,  at the  Landlord's  option,  repair  such  damage,  whether  caused to the
Building  or to tenants  thereof,  and the  Tenant  shall  thereupon  pay to the
Landlord,  upon  demand,  the total cost of such repairs and damages both to the
Building and to the tenants thereof, plus a sum equal to twenty percent (20%) of
such cost, representing Landlords overhead

     16. ALTERATIONS, ADDITIONS OR IMPROVEMENTS.

     16.1.  The Tenant  shall,  at its sole cost and  expense,  perform all work
necessary to complete the Premises for its business purposes, including, without
limitation,  the work  specified  in  Exhibit  B hereto  (collectively  "Tenants
Work").  Tenant shall  complete  all of Tenant's  work by October 15th 1998 (the
"Completion  Date")  Tenant's  failure  to  complete  such work on or before the
Completion Date shall  constitute a material and incurable breach of this Lease.
Tenant  shall not  commence  Tenant's  work or make or allow any other  repairs,
replacements,  additions  or  modifications  to the Premises  (collectively  the
"Alterations") without the Landlords prior written approval.  Fourteen (14) days
from the Commencement Date of signing this Lease, the Tenant shall submit to the
Landlord,  for Landlords written approval,  details of all proposed  alterations
including  drawings  and  specifications  prepared by  qualified  architects  or
engineers conforming to good engineering practice. All such alterations shall be
performed:  (i) at the sole cost of the Tenant; (ii) by licensed contractors and
subcontractors and workmen approved in writing by the Landlord;  (iii) in a good
and workmanlike  manner, (iv) in accordance with the drawings and specifications
approved in writing by the Landlord;  (v) in accordance with all applicable taws
and  regulations;  (vi)  subject  to the  reasonable  regulations,  supervision,
control  and   inspection   of  the   Landlord;   and  (vii)   subject  to  such
indemnification  against liens and expenses as the Landlord reasonably requires.
If any  alterations  would  affect the  structure  of the building or any of the
electrical,  plumbing,  mechanical,  heating,  ventilating  or air  conditioning
systems or other base building  systems,  such work shall,  at the option of the
Landlord,  be performed by the  Landlord at the Tenant's  cost.  The cost of the
work performed by Landlord plus a sum equal to twenty percent (20%) of said cost
representing the Landlord's overhead shall be paid by the Tenant to the Landlord
upon demand.  Upon  installation,  all alterations  shall become the property of
Landlord and shall remain upon and be surrendered with the Premises.  The right,
title and interest of Landlord in all or any portion of the Premises,  Building,
underlying  property  or  attached  fixtures  shall not be  subject to any liens
arising directly or indirectly out of any  improvements,  alterations or changes
made to the Premises,  or Building, by or on the behalf of Tenant, its officers,
employees,  services or agents.  The Tenant shall promptly pay for all materials
supplied and work done with respect to the Premises. (Tenant has no right, power
or authority to create any  mechanics'  or  materialmen's  lien on the Premises,
Building, underlying property, or attached fixtures or Landlords right, title or
interest  therein and Tenant shall so notify all suppliers of labor or materials
in writing, and obtain written  acknowledgment  thereof,  prior to ordering such
labor or  materials).  The Tenant  agrees to  indemnify  and save  harmless  the
Landlord  from  any  and  all  liabilities,  expenses,  costs,  expenditures  or
otherwise,  including attorneys' fees at all judicial levels, for breach of this
provision. The Tenant shall notify the Landlord of any accident,  defect, damage
or  deficiency  in any  part of the  Premises  or  Building  which  comes to the
attention of the Tenant, its employees or contractors  notwithstanding  that the
Landlord may have no obligation in respect thereof Tenant will allow Landlord to
install,  alter or remove any conduit pipes, water, waste, or service lines that
may penetrate the Tenant's premises, at Landlords expense.

     16.2. Without limitation of the foregoing,  and notwithstanding anything to
the  contrary  elsewhere  in this Lease,  Tenant  acknowledges  that  applicable
government  requirements  for the Building,  including  without  limitation  the
building  and City of Miami and the City of Miami  Beach,  county,  state and/or
federal  laws  relating to  facilities  of the  handicapped,  and other laws and
regulations  (collectively called the "Governmental  Requirements") have changed
many times since the date on which the  Building  was  constructed  and/or prior
renovations  to the Building  were  constructed  and/or prior  renovation to the
Building were  completed.  Tenant further  understands  that as a result of such
changes in Governmental Requirements,  certain components of the Building are or
may not be in compliance with current Governmental  Requirements,  although such
components are not required to be brought into such compliance  unless and until
building  `permits are requested for  additional  work to the Building,  such as
building  permits for  improvements,  alterations,  or additions to tenant space
(herein called "Tenant Improvements").  Tenant nevertheless accepts the Premises
as-is, and agrees that if any Tenant  Improvement to the Premises  undertaken by
Tenant shall cause or result in the imposition of any requirement  upon Landlord
for making alterations,  additions or improvements to, or otherwise bringing all
or any portion of the Building and/or any surrounding structure,  improvement or
area  into  compliance  with  current,   or  hereafter   enacted,   Governmental
Requirements (any and all such work is herein called "Compliance Work"),  Tenant
shall not undertake any such Tenant  Improvement unless Tenant shall first agree
in writing to pay the full cost of any  Compliance  Work, and Tenant shall first
deposit with Landlord the full cost) as determined by Landlord, or as determined
by  architects  or  engineers  selected  by  Landlord  at  Tenant's  expense) of
completing all Compliance  Work,  whether on the Premises or elsewhere in, on or
about the  Building.  Landlord  may at its  option  undertake  any or all of the
Compliance  Work,  or Landlord may at its option  require  Tenant to perform all
Compliance  Work.  Notwithstanding  any contrary  provision  of this Lease,  all
Compliance  Work shall be  performed  and  completed  at Tenant's  sole cost and
expense.  It is  understood  and agreed  between  the  parties  hereto  that the
expenses,  costs and charges  above  referred to shall be considered as Rent due
and shall be included in any lien or other claim for Rent.

     16.3. MECHANICS LIENS. Tenant shall keep the Premises and all parts thereof
at all times free of  mechanic's  liens and any other lien for labor,  services,
supplies,  equipment or material purchased or procured,  directly or indirectly,
by or for Tenant.  Tenant  further  agrees that  Tenant  will  promptly  pay and
satisfy  all  liens  of  contractors,   subcontractors,   mechanics,   laborers,
materialmen  and other  items of like  character,  and will  indemnify  Landlord
against all expenses, costs and charges,  including bond premiums for release of
liens and attorney's fees and costs reasonably incurred in and about the defense
of any  suit  in  discharging  the  Premises,  from  any  liens,  judgments,  or
encumbrances  caused or suffered by Tenant.  In the event any such lien shall be
made or filed,  Tenant shall bond against or discharge  the same within ten (10)
days after the same has been made or filed.  It is understood and agreed between
the parties hereto that the expenses,  costs and charges above referred to shall
be  considered  as Rent due and shall be included in any lien or other claim for
Rent.

     The  Tenant  herein  shall not have any  authority  to create any liens for
labor or material on the  Landlord's  interest in the  Premises  and all persons
contracting with the Tenant for the construction or removal of any facilities or
other improvements on or about the Premises,  and all materialmen,  contractors,
mechanics  and laborers are hereby  charged with notice that they must look only
to the  Tenant  and to the  Tenant's  interests  in the  Premises  to secure the
payment  of any bill for work  done or  material  furnished  at the  request  or
instruction of Tenant.

     In accordance  with Florida  Statutes ss.  713.10,  Landlord shall have the
right to post on the Premises and to file and/or record in the Public Records or
court  registry,  as applicable,  notices of  non-responsibility  and such other
notices as Landlord may reasonably  deem proper for the protection of Landlord's
interest in the Premises.  Tenant  shall,  before the  commencement  of any work
which might result in any lien on the Premises, give Landlord reasonable written
notice under the circumstances of its intention to commence said work.

     17.  DESTRUCTION  OF PREMISES.  If the  Premises or the  Building  shall be
destroyed  by fire or  other  cause,  or be so  damaged  thereby  that  they are
untenantable and cannot be rendered tenantable within a reasonable time from the
date of such damage,  considering the extent of the damage,  this;  Lease may be
terminated by Landlord by written notice given to Tenant within  forty-five (45)
days after the event  causing  such  untenantability  in which  event rent shall
cease as of the date of such  untenantability and both parties shall be relieved
of all further  liability  hereunder  accruing after the effective  cancellation
date. If the damage or  destruction is not sufficient to permit a termination of
the Lease as above provided, a proportionate reduction shall be made in the rent
herein reserved  corresponding  to the time during which,  and applicable to the
portion of the Premises of which,  Tenant shall be deprived of  possession.  The
decision  of a licensed  Florida  architect  or engineer  hired by Landlord  and
certified in writing to Landlord and Tenant shall conclusively be deemed binding
on the  parties as to:  (i)  whether  the  Premises  or  Building  are  rendered
untenantable,  (ii) whether the Building or Premises can be rendered  tenantable
within  a  reasonable  time,  (iii)  the  percentage  of the  Premises  rendered
untenantable  arid the  resulting  percentage  by which  rent and other  charges
hereunder should abate during the period of untenantability,  (iv) the date upon
which the Premises are restored to tenant ability, In no event shall Landlord be
liable to Tenant for any damages  resulting to Tenant from the happening of such
fire or casualty or from the repairing or  reconstruction  of the  Premises,  or
from the  termination  of this  Lease as herein  provided,  nor shall  Tenant be
relieved  thereby or in any such event from the  Tenants  obligations  hereunder
except to the extent and upon the conditions expressly stated in this Section.

     18. ENTRY,  Inspection and Other Rights  Reserved to Landlord.  Tenant will
permit Landlord and its agents to enter the Premises at all reasonable times for
the  purpose  of  examining  or  inspecting  the  same,  or for the  purpose  of
protecting Landlord's reversions, or to make alterations,  repairs, or additions
to the Premises or to any other portion of the Building,  or for maintaining any
service  provided by Landlord to tenants in the Building,  or for the purpose of
removing  placards,  signs,  fixtures,  alterations  or  additions  which do not
conform to this Lease or the rules and  regulations of the Building,  or for any
other  purpose  which  Landlord  deems  necessary  for the  safety,  comfort  or
preservation  of the Premises or Building and during such  operations,  Landlord
may close  entrances,  doors,  corridors,  elevators  or other  facilities,  all
without  liability  to  Tenant  by  reason  of  interference,  inconvenience  or
annoyance. Tenant will permit Landlord at any time within the earlier of (i) one
hundred  twenty (120) days prior to the expiration of this Lease or (ii) failure
of  Tenant to cure a default  within  24 hours of  notice by  Landlord  to bring
prospective  tenants upon the Premises for purposes of inspection  and to put or
keep upon the doors or windows thereof a "For Rent" and/or "For Sale" notice. In
furtherance  of such  rights,  Landlord  shaft  retain a key to the Premises and
Tenant shall not install any new locks to the Premises without the prior written
consent of Landlord and unless  Tenant  furnishes  Landlord  with a copy of such
key. No entry pursuant to this Paragraph  shall in any way be deemed a breach of
the covenant of quiet enjoyment.  Landlord reserves the right to change the name
and/or street address of the Building -without liability of Landlord to Tenant.

     19.  INDEMNITY.  (a) Landlord  shall not be  responsible  or liable for the
theft, loss or damage to person or property in, on or about the Premises, and/or
the Building.  Tenant  acknowledges  and agrees that Landlord is not responsible
for the security of the Premises or the Building in general.  Landlord shall not
be liable for any injury or damage to persons or property  resulting  from fire,
explosion, falling plaster, gas, electricity, water, rain or leaks from any part
of the  Building or by any other  cause  whatsoever,  nor shall  Landlord or its
agents be liable for any such damage  caused by other  tenants or persons in the
Building;  nor shall Landlord be liable for any latent defect in the Premises or
in the Building.

         (b) Tenant agrees that Tenant,  at all times,  will  indemnify and hold
harmless Landlord from all. losses, damages, liabilities and expenses (including
reasonable legal fees and court costs) whatsoever, which may arise or be claimed
against  Landlord,  or any injuries or damages to the persons or property of any
persons, firms or corporations,  consequent upon or arising from: (i) the use or
occupancy of the Premises  and/or other portions of the Building  (including all
Common  Facilities)  by Tenant,  (ii) any acts,  omissions,  neglect or fault of
Tenant,  Tenant's agents,  employees,  customers,  or invitees, or (iii) Tenants
failure  to comply  with the terms  and  provisions  of this  Lease  and/or  any
applicable laws.

     In case Landlord shall be made a party to any litigation  commenced against
Tenant,  then Tenant shall protect and hold Landlord  harmless and shall pay all
costs,  expenses and  reasonable  attorneys fees incurred or paid by Landlord in
connection with such litigation and any appeal thereof

     The  provisions  of  this  paragraph   shall  survive  any  termination  or
cancellation of the Lease.

     20.  INSURANCE.  The Tenant shall  maintain at its expense  throughout  the
terms of this Lease the following insurance  coverages:  (i) liability insurance
for  bodily  injury and  property  damage to protect  both  Landlord  and Tenant
against  damage,  costs and attorneys' fees arising out of accidents of any kind
occurring  on  or  about  the  Premises  and  Building   (including  all  Common
Facilities)  with combined  single limit  liability  coverage of not less than $
1,000,000 and property damage coverage of not less than $100,000;  (ii) fire and
extended  casualty  insurance with sufficient  coverage to reimburse the loss of
all of Tenant's  improvements  to the  Premises,  and all of Tenant's  fixtures,
equipment,  personal  property  and  inventory;  (iii) plate glass  insurance to
protect both  Landlord and Tenant  covering the  replacement  value of all plate
glass in or about the Premises;  and (iv) appropriate workmen's compensation and
any and all other insurance required by law.

     All  insurance  shall be written by a company or companies  qualified to do
business in Florida and  reasonably  acceptable to Landlord.  A  certificate  of
duplicate  policies  showing  such  insurance  in force  shall be  delivered  to
Landlord  prior  to the  Commencement  Date,  and  such  insurance  and  updated
certificates or renewed  policies shall be maintained  with Landlord  throughout
the term of this Lease.  No policy  shall be canceled or subject to reduction in
coverage or other  change  without at least 30 days  advance  written  notice to
Landlord.  All policies  shall be written as primary  policies not  contributing
with and not in excess of coverage  Landlord may carry. To the extent  permitted
by .its insurers,  Tenant hereby waives any right of recovery  against  Landlord
for any loss  covered by Tenant's  insurance  or for which Tenant is required to
maintain insurance hereunder.  Tenant shall apply to its insurers to obtain such
warm and shall  obtain any  special  endorsements  if required by its insurer to
evidence compliance with such waiver.

     All  Policies  referred  to above  shall:  (i) be taken  out with  insurers
licensed to do business in Florida and  reasonably  acceptable  to the Landlord;
(ii)  be  in  a  form  reasonably   satisfactory  to  the  Landlord;   (iii)  be
non-contributing  with, and shall apply only as primary and not as excess to any
other insurance available to the Landlord or the Mortgagee,  and (iv) contain an
undertaking  by the insurers to notify the Landlord by  registered  or certified
mail not  less  than 30 days  prior  to any  material  change,  cancellation  or
termination  Tenant shall deliver to Landlord each year during the Terms of this
Lease, on or before the anniversary of the  Commencement  Date,  evidence of the
renewal,  and  payment of the premium  therefor,  all  insurance  required to be
maintained  by Tenant  hereunder.  Certificates  of insurance on the  Landlord's
standard  form or,  if  required  by the  Mortgagee,  copies  of such  insurance
policies  certified  by an  authorized  officer  of  Tenant's  insurer  as being
complete and current,  shall be delivered to the Landlord promptly upon request.
If a) the Tenant fails to take out or to keep in force any insurance referred to
in this  Section,  or should any such  insurance  not be  approved by either the
Landlord or the  Mortgagee,  and b) the Tenant does not commence and continue to
diligently  cure  such  default  within  48 hours  after  written  notice by the
Landlord to the Tenant specifying the nature of such default,  then the Landlord
has the right,  without  assuming any  obligation  in connection  therewith,  to
effect  such  insurance  at the sole cost of the Tenant  and all  outlays by the
Landlord  shall be paid by the Tenant to the Landlord  without  prejudice to any
other rights or remedies of the  Landlord  under this Lease.  In  addition,  the
Tenant's  insurance  shall include  Contractual  Liability  Coverage which shall
cover the following Indemnity  Agreement,  which Agreement is hereby made a part
of this Lease.

     Tenant hereby agrees to indemnify  defend,  and bold harmless  Landlord and
its  directors,  officers,  agents and  employees  from and  against any and all
suits, actions, legal proceedings, liabilities, claims, demands, damages, costs,
expenses,  attorneys' fees (collectively the "Claims"), and from all expenses in
defending Claims, including without limitation,  court costs, attorneys' fees at
all  judicial  levels,  the amounts of any  judgments  recovered,  and any other
expenses resulting from Claims for bodily injury, sickness or disease, including
death resulting  therefrom,  sustained by any person or entity and/or  resulting
from injury to or destruction of property, including loss of use thereof, caused
by, arising from,  incident to, connected with, or arising out of the use of the
Premises by Tenant,  its  directors,  officers,  agents,  employees,  customers,
savants,  invitees,  visitors, or any other person whomsoever and/or any failure
of Tenant in any respect to comply with any of the requirements or provisions of
this Lease,  and/or the acts or omissions of Tenant or its directors,  officers,
agents,  employees,  customers,  servants,  invitees,  visitors  and/or  by  any
contractor,  its  agents or  employees,  and/or by any  sublessee,  its  agents,
employees  and  customers,  and/or by  Landlord,  its agents or  employees.  The
certificates  or insurance  required by this  Section  shall show that the above
Indemnity  Agreement  has been  specifically  insured  for the limits  specified
above.

     21. UTILITIES AND SERVICES.  Electricity, water and sewer trash removal and
any other utilities for the Premises shall be separately metered and billed when
possible in the name of Tenant and the cost thereof,  together with the cost and
performance  of  janitorial,  telephone,  and security  service for the Premises
shall be Tenant's sole responsibility. In the event that the utilities cannot be
separately  metered,  Tenant  will pay  it's  pro-rata  share of total  Building
expenses to provide such  services.  Landlord shall not be. liable to Tenant for
any  interruption  in the service of any utility.  No interruption or failure of
such  utilities or services  shall relieve Tenant from the obligation to pay the
full  amount  of rent and  other  charges  herein  reserved,  nor shall the same
constitute a constructive or other eviction of Tenant.

     22. NOTICES. In every instance where it shall be necessary or desirable for
the  Landlord  to serve  any  notice  or  demand  upon the  Tenant,  it shall be
sufficient:

         (a) To deliver or cause to be delivered to the Tenant at the Premises a
written copy thereof, or

         (b) To send a written copy  thereof by United  States  certified  mail,
postage prepaid, addressed to the Tenant at the Premises, or

         (c) To leave a written copy thereof in or upon the Premises or to affix
the same upon any door leading into the  Premises,  in which event the notice or
demand  shall be deemed  to have been  served at the time the copy is so left or
affixed.

     All notices or demands shall be signed by the Landlord or its agent.  Where
the Tenant  desires to serve notice or demand upon the Landlord,  such notice or
demand shall be sent certified mail return receipt requested, postage prepaid to
Landlord at the  following  address:  c/o DACRA  DEVELOPMENT,  230 Fifth Street,
Miami  Beach,  Florida  33139.  Any  notice to be given to  Tenant  prior to the
commencement or subsequent to Tenant's  occupancy under this Lease shall be sent
to Tenant at 1220  COLLINS AVE.  SUITE 100,  MIAMI  BEACH,  FL 33139.  Except as
otherwise provided herein,  notice given by personal delivery shall be effective
as of the date of  delivery;  notice  mailed shall be effective as of the second
day  (not a  Saturday,  Sunday  or legal  holiday)  next  following  the date of
mailing;  notice by Federal  Express shall be effective on the next business day
following the date of sending.

     23. DEFAULT.  Tenant  covenants and agrees that any of the following events
shall be a default (hereinafter  Default") under this Lease: (I) if any false or
materially  misleading  financial report or statement is furnished or made by or
on behalf of Tenant or any guarantor of any of Tenant's  obligations  hereunder,
or (ii) If any Base Rent,  Percentage Rent, or Tenant's Share of Operating Costs
is in  arrears,  or Tenants  fails to pay the same as and when it becomes due or
(iii) if Tenant or any guarantor of any of Tenant's obligations  hereunder shall
fail to perform or observe or breach any covenant,  condition or agreement to be
performed or observed by such party  hereunder  or under any guaranty  agreement
(other than the payment of Rent); or (iv) if Tenant or any guarantor of Tenant's
obligations hereunder or any affiliate of. any of them shaft be in breach of any
other lease with  Landlord or any affiliate or in breach of or in default in the
payment and  performance of any  obligation  owing to Landlord or any affiliate,
whether or not related to this Lease and howsoever arising, whether by operation
or law or otherwise,  present or future, contracted for or acquired, and whether
joint, several, absolute contingent secured, unsecured, matured or unmatured; or
(v) if Tenant or any guarantor of any of Tenant's  obligations  hereunder  shall
cease doing business as a going  concern,  make an assignment for the benefit of
creditors,  generally not pay its debts as they become due, admit in writing its
inability to pay its debts as they become due, become  insolvent  (i.e.  greater
liabilities  than  assets),  or take any action  looking to its  dissolution  of
liquidation;  or (vi). if Tenant or any guarantor of Tenant's obligations should
file for relief,  or have filed  against  them, an action under any provision of
any state or federal  bankruptcy  or  insolvency  law; or (vii) if Tenant  shall
abandon or vacate the Premises; or (viii) if Tenant fails to pay all charges for
gas, sewer, electricity and other utilities which are separately metered for the
Premises  within  five  (5)  days  after  such  are  due;  or (ix)  if  Landlord
determines,  in its sole  discretion,  that  unpleasant  noises,  odors or other
nuisance  or  nuisances  emanate  from the  Premises  and  Tenant  does not take
immediate steps to eliminate such noises and/or odors and/or  nuisances or fails
to eliminate such noises, odors or nuisances permanently within five (5) days of
notice from Landlord-, or (x) if Landlord has sent Tenant at any time during the
term  of  this  Lease,  two  notices  for  the  same  type  of  lease  violation
irrespective  of  whether  such  violation  may have  been  cured at the time of
receipt of the notice.

     In the event of any such  Default,  Landlord  may, at its  option,  without
notice, elect any of the following remedies:

         (a) Re-take and recover  possession  of the  Premises,  terminate  this
Lease, and retain Tenant's security deposit.

         (b) Re-take and recover possession of the Premises, without terminating
this Lease,  in which event  Landlord  may re-rent the Premises as agent for and
for the account of Tenant and recover  from  Tenant the  difference  between the
rental herein  specified and the rent provided,  in such re-rental,  less all of
Landlords  costs and  expenses of  re-renting,  including,  without  limitation,
attorneys' fees plus all other sums due hereunder.

         (c) Permit the  Premises to remain  vacant in which event  Tenant shall
continue to be responsible for all rental and other payments due hereunder.

         (d) Re-take and recover possession of the Premises,  and accelerate and
immediately  collect  all  Base  Rent  Percentage  Rent  and  Tenant's  share of
Operating Cost due hereunder for the. balance of the term of this Lease.

         (e) Take any other action as may be permitted at law or in equity.

     All of the Landlords  remedies  contained in this Lease shall be cumulative
and election by Landlord to take any one remedy shall not preclude Landlord from
taking  any other  remedy  not by its nature  absolutely  incompatible  with any
previously or contemporaneously elected remedy. The Landlord may, at its option,
apply any sums  received  from the Tenant  against any amount due and payable by
the  Tenant  under  this  Lease  in such  manner  as the  Landlord  sees fit and
regardless of the express  purpose for which the tender was made and  regardless
of any  endorsement  placed on the check by which  payment  is made.  The Tenant
expressly  waives  the  service  of any  demand  for the  payment of rent or for
possession and the service of any notice of the Landlords  election to terminate
this Lease or to re-enter the  Premises,  including any and every form of demand
and notice  prescribed  by a statute or other  law,  and agrees  that the simple
breach of any  covenant  or  provision  of this  Lease by the Tenant  shall,  of
itself,  without the service of any notice or demand  whatsoever,  constitute  a
forcible  detainer  by the  Tenant of the  Premises  within  the  meaning of the
statutes of the State of Florida.

     24.  ATTORNEYS' FEES AND COSTS.  Tenant shall pay to Landlord on demand all
costs, charges and expenses including reasonable attorneys' fees at all tribunal
levels,  incurred by Landlord in enforcing this Lease or any covenant  hereof or
in the  collection of any rent or other sum of money,  becoming due hereunder or
in the recovery of possession  of the Premises or reletting of the Premises,  in
the event of the  breach by  Tenant  of any of the terms or  provisions  of this
Lease.

     25.  NON-WAIVER  OF  BREACH.  Landlords  failure to take  advantage  of any
default or breach of covenant on the part of Tenant  shall not be construed as a
waiver  thereof,  nor shall any custom or  practice  which may grow  between the
parties in the course of administering this Lease be construed or to waive or to
lessen the right of Landlord to insist upon the strict  performance by Tenant of
any term, covenant or condition hereof, or to exercise any rights of Landlord on
account of any such  default.  A waiver of a particular  breach or default shall
not be  deemed  to be a waiver  of the same or any  other  subsequent  breach or
default. The acceptance of rent hereunder shall not be, or be construed to be, a
waiver of any breach of any term,  covenant  or  condition  of this  Lease.  The
presentation of any rent or other charge hereunder in the form of a check marked
by Tenant to constitute a waiver of any default shall not constitute such waiver
even though endorsed and cashed by Landlord unless Landlord  expressly agrees to
waive such default by separate  written  instrument No surrender of the Premises
for the  remainder  of the term  hereof  shall  operate to release  Tenant  from
liability hereunder.

     26. SUBORDINATION BY TENANT. This Lease and Tenant's rights hereunder,  are
hereby  made  expressly   subject  and  subordinate  to  any  and  all  security
agreements,   mortgages,  ground  or  underlying  leases,  or  like  instruments
resulting from any financing or  refinancing  affecting the Premises or Building
(or any portion thereof) which are currently in existence or which may hereafter
be created by Landlord,  or its  successors  or assigns,  including  any and all
extensions and renewals,  substitutions,  and amendments thereof, and to any and
all advances made or to be made under same  (collectively the "Mortgage").  This
provision  shall  be  self-operative   without  the  execution  of  any  further
instruments.  Tenant agrees to execute any instrument or  instruments  which the
Landlord  may deem  necessary or  desirable  to further  evidence the  foregoing
subordination.  Tenant hereby irrevocably  appoints Landlord as attorney-in-fact
for Tenant with full power and  authority  to execute and deliver in the name of
Tenant any such  instrument  which  appointment  shall be deemed coupled with an
interest  and  irrevocable.  Tenant  further  agrees  to  make  such  reasonable
modifications to this Lease (not increasing Tenant's  obligations  hereunder) as
may be requested by the holder of any such  Mortgage (the  "Mortgagee").  Tenant
agrees  that in the  event  of any  act or  omission  by  Landlord  which  could
constitute  a default by  Landlord or give  Tenant the right to  terminate  this
Lease or claim a partial  eviction,  Tenant  shall riot  exercise any such right
until (i) Tenant notifies Landlord in writing of such default and Landlord fails
to cure such default within thirty (30) days of such notice,  or if such default
cannot  reasonably  be cured within such thirty (30) days;  and (ii) until every
holder of any  Mortgage  is  notified  in writing of such  default  and fails to
commence to cure such default  within  thirty (30) days after all of  Landlord's
periods to cure such default have expired.  Tenant further agrees to execute any
non-disturbance  and/or attornment  agreement  requested by any mortgagee and/or
ground lessor.

     27. TIME. It is understood  and agreed between the parties hereto that time
is of the  essence  of  this  Lease,  and to all of the  terms,  conditions  and
provisions  contained herein.  Any time period herein described of ten (10) days
or more shall mean  calendar  days;  less than ten (10) days shall mean business
days.

     28. TRANSFERABILITY BY LANDLORD.  Landlord shall have the right to transfer
and  assign,  in whole or in part,  all and  every  feature  of its  rights  and
obligations  hereunder  as part of a conveyance  of the Building and  underlying
property and upon such  assignment  of this Lease or conveyance of the Building,
the Landlord named herein shall be released from all  subsequent  obligations or
liabilities hereunder, and Landlord's successor in interest shall become the new
Landlord hereunder and responsible to Tenant for all obligations of Landlord.

     29. AMENDMENT OF LEASE. This Lease may not be altered, changed, or amended,
except by an instrument in writing, signed by the party against whom enforcement
is sought.  This Lease and any exhibits contain the entire agreement  reached in
all  previous  negotiations  between the  parties  hereto and there are no other
representations,  agreements or  understandings  of any kind,  either written or
oral, except as specifically set forth herein.

     30.  CONDEMNATION.  In the event all or any  material  part of the Building
shall be taken or condemned for any public or quasi-public  use or purpose,  the
Landlord  may,  at its  option,  terminate  this Lease from the time title to or
right to possession of the Building shall vest in or be taken for such public or
quasi-public use or purpose. Tenant shall not be entitled to receive any portion
of arty award made or paid to Landlord  representing the property or interest of
Landlord taken or damaged and Tenant hereby  expressly  waives and  relinquishes
any right or claim to any  portion of any such award  regardless  of whether any
such award includes any value attributable to Tenants leasehold estate. However,
Tenant shall have the right to claim. and recover from the condemning authority,
but not from Landlord,  such special and separate  damages as may be recoverable
by Tenant independent of and without diminution of Landlord's  recovery.  Except
as set forth above, any non-material partial taking shall be treated in the same
manner as a casualty  loss for which  neither  party  elects to  terminate  this
Lease, as provided herein.

     31. SURRENDER OF DEMISED PREMISES.  Tenant agrees to surrender the Premises
at the  termination  of the  tenancy  herein  created in the same  condition  as
received by Tenant, reasonable use and wear thereof excepted.

     32.  HOLDING  OVER.  In case of holding over by Tenant after  expiration or
termination  of this Lease,  Tenant shall be deemed a tenant at  sufferance  and
will be liable for  Landlords  damages due to such  holdover  and, in  addition,
shall pay for each month of such  holdover  period double the amount of the rent
and other charges  accruing for the last month during the term of this Lease. No
holding over by Tenant after the term of this Lease shall  operate to extend the
Lease,  except that Landlord,  at its option,  by written notice to Tenant,  may
elect to consider  Tenant's  withholding  of the  Premises as a holdover of this
Lease  and treat  Tenant  as a tenant  for  another  year on the same  terms and
conditions as are contracted in this Lease, in which case the total rental shall
be double the rate stipulated herein.

     33. QUIET  ENJOYMENT.  Tenant shall and may peaceably  have, hold and enjoy
the  Premises  subject to the terms of this Lease and  provided  Tenant pays the
rental  herein  reserved and performs all the covenants  and  agreements  herein
contained.

     34. ATTORNMENT. In the event of any foreclosure of any mortgage encumbering
the Building, or deed-in-lieu  thereof, or sale of the Building,  Landlord shall
be  released  from all  liability  hereunder  and  Tenant  shall  attorn  to the
purchaser upon any such  foreclosure or sale and recognize such purchaser as the
Landlord under this Lease.

     35. ESTOPPEL  CERTIFICATE.  Within five (5) days after request  therefor by
Landlord,  Tenant shall deliver to Landlord, in a form satisfactory to Landlord,
a certificate certifying (i) the good standing and absence of default under this
Lease; (ii) the absence of set-offs to charges hereunder, (iii) the validity and
completeness  of a copy of this Lease and all  amendments  to be attached to the
certificate;  (iv) the  amount of  pre-paid  rent;  (v) the  amount of  security
deposit;  (vi) the commencement and expiration dates hereof, (vii) the dates and
amounts of the last made and next due rental installments; and (viii) such other
matters as Landlord shall request

     36. SIGNAGE AND WINDOW TREATMENTS. Except with the prior written consent of
Landlord, the Tenant shall not erect, install, display, inscribe, paint or affix
any window treatments,  signs,  lettering or advertising  mediums,  in, upon, or
above any  exterior  or  interior  portion of the  Premises  including,  without
limitation, the storefront as well as the exterior glass surfaces thereof.

     37.  PARKING.  Tenant  shall be  responsible,  at  Tenant's  sole  cost and
expense,  for the  payment  of all  parking,  impact or other  fees  related  to
Tenant's use or occupancy of the Premises or Building.

     38. ALARM BOX.  Should Tenant install an alarm box, that alarm box must not
be visible from the street.

     39.  BROKERAGE.  Tenant  represents  and warrants that there are no brokers
involved in this Lease  transaction  except DACRA  Really (if left blank,  "none
shall be  deemed  inserted)  to whom  commission  shall be paid by  Landlord  by
separate  agreement (if name inserted).  Tenant agrees to indemnify,  defend and
hold Landlord harmless from and against all costs, claims, liabilities, expenses
or damages of any kind whatsoever  (including but not limited to attorneys' fees
and costs at all tribunal  levels) arising from any such brokerage claim made by
any one other than the above named broker (if name inserted).

     40. RECORDING. Tenant or anyone claiming under Tenant shall not record this
Lease or any memorandum  thereof  without the prior written consent of Landlord.
Landlord  shall  be  entitled,  but not  required,  to  record  a short  form of
memorandum  (the  "Memorandum)  of this  Lease.  Within five (5) days of written
request by  Landlord,  Tenant  shall  execute  Landlord's  form  Memorandum  and
promptly return such to Landlord.

     41.  AUTHORITY.  Tenant  is a duty  authorized  and  existing  CORPORATION,
qualified to do business in the state in which the  Premises  are  located,  and
Tenant has full right and  authority  to enter into this Lease,  and each of the
persons signing on Tenant's behalf are authorized to do so. In addition,  Tenant
warrants that it is not necessary for any other person,  firm,  corporation,  or
entity to join in the  execution  of this Lease to make the  Tenant's  execution
complete, appropriate and binding.

     42. SEVERABILITY. Inapplicability, invalidation, or unenforceability of any
one or more of the  provisions  of this  Lease or any  instrument  executed  and
delivered  pursuant hereto, by judgment,  court order or otherwise,  shall in no
way affect any other provision of this Lease or any other such instrument, which
shall remain in full force and effect.

     43.  LIEN UPON  TENANT'S  PROPERTY.  Tenant  hereby  pledges and assigns to
Landlord as security for the payment of any and all Base Rent, Tenant's Share of
Operating  Costs  or other  sums or  amounts  provided  for  herein,  all of the
furniture,  fixtures, equipment, goods and chattels of Tenant which shall or may
be brought or put into the  Premises,  and  Tenant  agrees  that said hen may be
enforced. by distress, foreclosure or otherwise, at the election of the Landlord
Tenant hereby  expressly waives and renounces for himself and family any and all
homestead  and  exemption  rights he may now or  hereafter  acquire  under or by
virtue  of the  constitution  and laws of the State of  Florida  or of any other
state, or of the United States, as against the payment of said rent or any other
obligation or damage that may accrue under the terms of this Lease.

     44.  EFFECT OF UNLAWFUL  RETENTION  OF  PREMISES  BY OTHER.  If Landlord is
unable to deliver  possession of the Premises to Tenant on the Commencement Date
because of the unlawful  retention of possession by a previous tenant,  Landlord
shall not be liable to Tenant in damages or  otherwise  and this Lease shall not
terminate,  but Tenant shall have no obligation to pay rent until  possession of
the Premises is delivered to Tenant.

     45. BINDING EFFECT.  Submission of this instrument for examination does not
constitute a reservation  of or option for the Premises nor an offer to rent the
same.  The  instrument  becomes  effective  as a Lease only upon  execution  and
delivery of both Landlord and Tenant.

     46. TRIAL BY JURY LITIGATION.  Tenant and Landlord hereby waive any and all
right to a jury trial of any issue or  controversy  arising  under  this  Lease,
related to the Premises or the  relationship of the parties created hereby.  Any
litigation  arising between the parties shall be maintained  solely in the state
court of competent jurisdiction in Miami-Dade County, Florida, and the Landlord,
Tenant and  Guarantors,  if any,  hereby  irrevocably  submit  themselves to the
jurisdiction of said courts for all purposes in connection herewith.

     47.  DISPLAYS.  The Tenant may not  display  or sell  merchandise  or allow
grocery carts or other similar devices within the control of Tenant to be stored
or to remain outside the defined  exterior  walls and permanent  doorways of the
Premises. Tenant further agrees not to install any exterior lighting, amplifiers
or similar devices or use in or about the Premises any advertising  medium which
may  be  heard  or  seen  outside  the  Premises,   such  as  flashing   lights,
searchlights, loudspeakers, phonographs or radio broadcasts.

     48. COVENANT OF RENT. Tenant agrees that the provisions for payment of Rent
herein are  independent  covenants of Tenant and Tenant shall not  interpose any
counterclaim  or  counterclaims  in a summary  proceeding or in any action based
upon non-payment of rent or any other payment required of Tenant hereunder.

     49. FORCE MAJEURE.  This Lease and the obligations of the Tenant  hereunder
shall not be affected or impaired and Landlord  shall not be liable in the event
Landlord is unable to fulfill any of its obligations  hereunder or is delayed in
doing so if such  inability  or delay is  caused by  "force  Majeure".  The term
"force  majeure" as used in this Lease shall mean "Acts of God",  labor disputes
(whether  lawful  or not),  material  or labor  shortages,  restrictions  by any
governmental  authority,  civil riots,  floods or other cause beyond  Landlord's
control.

     50. ASSIGNMENT OF LIQUOR LICENSE. DELETED

     51.  INTERPRETATION.  The captions,  sections,  clauses,  article  numbers,
section  numbers and table of  contents,  if any, of this Lease are inserted for
convenience  only and in no way limit,  enlarge,  define or otherwise affect the
scope or intent of the Lease or any provision thereof. The parties hereto intend
that the interpretation and enforcement of this Lease be governed by the laws of
the State of Florida.  If there is more than one  Tenant,  the  obligations  and
liabilities  hereunder imposed upon Tenant shall be joint and several. The words
"Landlord" and "Tenant" shall also extend to and mean the successors in interest
of the respective  parties  hereto and their  permitted  assigns,  although this
shall not be  construed as  conferring  upon the Tenant the right to assign this
Lease or sublet the  Premises or confer  rights of  occupancy  upon anyone other
than  Tenant.  All charges due from  Tenant to  Landlord  hereunder,  including,
without limitation,  any charges against Tenant by Landlord for services or work
done on the  Premises  by order of Tenant,  except  sales  tax,  shall be deemed
additional  rent  shall be  included  in any lien for  rent,  and  shall be paid
(including sales tax) without setoff or defense of any kind. This Lease has been
fully  negotiated  and reviewed by the parties and their counsel and is the work
product of both  Landlord and Tenant;  it shall not be more  strictly  construed
against either party.  Provisions inserted herein or affixed hereto shall not be
valid unless appearing in the duplicate original hereof held by the Landlord and
initialed by the Parties hereto.  In the event of variation or discrepancy,  the
Landlord's  duplicate  shall  control.  This Lease and the exhibits,  schedules,
addenda,  riders, and guaranty,  if any, attached hereto are incorporated herein
and set forth the entire  agreement  between the Landlord and Tenant  concerning
the Premises and Building and there are no other  agreements  or  understandings
between  them.  This Lease and its exhibits,  schedules,  addenda,  riders,  and
guaranty, if any, may not be modified except by agreement in writing executed by
the Landlord and Tenant Nothing in this Lease creates arty relationship  between
the  parties  other than that of lessor  and  lessee  and  nothing in this Lease
constitutes  the Landlord a partner of the Tenant or a joint  venturer or member
of a common enterprise with the-Tenant.

     52.  CANCELLATION  OF LEASE.  In the event of sale or written  transfer  of
ownership or title to building,  current  Landlord or new landlord make elect to
cancel this Lease by giving  written notice to tenant no less than 180 days from
cancellation date.

     IN WITNESS WHEREOF,  Landlord and Tenant have duly executed,  this Lease in
several  counterparts as of the day and year first above written,  each of which
counterpart  shall be considered an executed  original.  In making proof of this
Lease  it shall  not be  necessary  to  produce  or  account  for more  than one
counterpart.




                                    LANDLORD:
                                    WEBSTER HOTEL, INC.
Witnesses:

Signature on File                   By:/S/ STEVEN GREDENSTEN
-----------------                      ---------------------
(As to Landlord)                         STEVEN GREDENSTEN,
                                         VICE PRESIDENT
Signature on File



                                     TENANT:
                                     SOUTH BEACH PRODUCTION CENTER INC.


Signature on File                    By:/S/ HERIBERTO RIVERO JR.
-----------------                        ------------------------
(As to Tenant)                             HERIBERTO RIVERO JR.,
                                           PRESIDENT
Signature on File
-----------------