EXHIBIT 10.4


                            PINELLAS CENTER LIMITED

                                     LEASE

This lease ("Lease") is made this 23rd day of November, 1999, by and between
PINELLAS CENTER LIMITED, ("Landlord"), whose address is 15201 Roosevelt
Boulevard, Suite 112, Clearwater, FL 33760, and BECAN DISTRIBUTORS, INC.,
("Tenant"), whose address is 6950 Bryan Dairy Road, Largo, Florida 33777.

1. TERM. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the following property ("Premises"): Aproximately 6,500 square feet comprised of
3,550 square feet of air conditioned office space and 2,950 square feet of air
conditioned warehouse space located at 12505 Starkey Road, Suite A, Largo, FL
33773 for a term ("Term") of three (3) years commencing on the 1st day of
December, 1999 ("Commencement Date") and ending on the 30th day of November,
2002 ("Expiration Date").

2. RENT: Tenant agrees to pay Landlord without demand, deduction or offset,
together with all sales and use taxes levied upon the use and occupancy of the
Premises, at the address of Landlord hereinabove set forth or at such other
place as Landlord may in writing designate, an initial annual rent ("Rent") of
SEE ATTACHED ADDENDUM TO LEASE #1, plus applicable sales tax, payable in equal
monthly installments of SEE ATTACHED ADDENDUM TO LEASE #1, plus applicable sales
tax. Tenant shall pay the first monthly installment of Rent (and any pro-rated
amounts) on the execution hereof. All Rent is payable in advance, on the first
day of each month and without demand, deduction or offset. If any monthly
payment of Rent is not received by Landlord within seven (7) days from the date
it is due, a "late charge" of six percent (6%) of such payment shall be due
Landlord as "Additional Rent" and to compensate Landlord administratively for
its having to receive and handle monies untimely paid.

3. USE. Tenant shall use and occupy the Premises only for office and storage of
pharmaceuticals incidental to the normal and customary conduct of its current
business operation and for absolutely no other purpose. NO USE CONSIDERED
HAZARDOUS BY LANDLORD'S INSURER SHALL BE PERMITTED.

4. DELAY. If Landlord is unable to deliver possession of the Premises on the
anticipated date of the commencement of the term (see Paragraph 1), because the
occupant refuses to give up possession, or for any other reason whatsoever,
Landlord shall not be liable for failure to deliver possession on said date, but
the Rent payable shall be abated until Landlord tenders possession to Tenant.
The Expiration Date of the Lease shall not be extended as a result thereof.

5. SECURITY DEPOSIT. Tenant has delivered to  Landlord the sum of $3,800.00 as a
security deposit for the full and faithful performance by Tenant of the terms
hereof, such security deposit to be returned, less any sums required to enforce
the terms of this Lease, to Tenant after the Expiration Date and after Tenant
has vacated the Premises and upon the full and timely performance by Tenant of
the provisions of the Lease on its part to be performed. Tenant may not under
any circumstances use the security deposit as Rent. Landlord shall have the
right to apply any part of the security deposit to cure any non-performance by
Tenant and if Landlord does so, Tenant shall upon demand deposit with Landlord
the amount so applied, in order to restore the deposit to its original amount.
The Real Estate Broker(s) involved in this Lease transaction shall not be in
receipt of the security deposit and shall not be responsible for the care,
deposit or return of same.

6. UTILITIES AND SERVICE AND TAXES. Landlord will only pay for normal water
consumption, and sewer charges for washroom facilities. Tenant shall pay for all
other utilities, including, but not limited to, all other water and sewer
charges (as Additional Rent) and electricity. Landlord shall not be liable for
damages to Tenant's business and/or inventory or for any other claim by or
through Tenant resulting from an interruption in utility services. Landlord will
pay all real property taxes and assessments.

7. ASSIGNMENT/SUBLEASE. Neither Tenant nor Tenant's legal representatives or
successors in interest, by operation of law or otherwise, may or shall assign
this Lease, or sublet or permit all or any part of the Premises to be used by
others, without the prior written consent of Landlord in each instance. Landlord
agrees that it will not unreasonably withhold or delay its consent to such a
subletting or such an assignment. Despite any such assignment or subletting,
Tenant shall continue to remain completely liable for the performance of all of
the obligations of Tenant under this Lease. Landlord, at its option, may
reasonably prescribe the substance and form of such assignment or sublease
documents.

In the event of the transfer and assignment of Landlord of its interest in this
Lease and/or sale of the building containing the Premises, either of which it
may do at its sole option, Landlord shall thereby be released from any further
obligations hereunder, and Tenant agrees to look solely to Landlord's successor
in interest for performance of such obligations.

8. DEFAULT. Tenant will become in default of the Lease: (a) if Rent or
Additional Rent (which term as used heretofore and hereinafter shall mean all
monies not designated as "Rent" in the Lease but which are nevertheless payable
by Tenant to  Landlord under the terms and provisions of the Lease) is not paid
within three (3) days after written notice from Landlord; or (b) if Tenant shall
have failed to cure a default in the performance of any obligation of Tenant
under the Lease (except the payment of Rent and Additional Rent) within ten (10)
days after written notice thereof from Landlord; or (c) if a petition in
bankruptcy shall be filed by Tenant or if Tenant shall make a general assignment
for the benefit for creditors; or (d) if a petition in bankruptcy shall be filed
against Tenant and such proceeding is not vacated within thirty (30) days; or
(e) if the Premises become and remain vacant

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for a continuous period of ten (10) days during the Term of the Lease; or (f) if
the Premises are used for some purpose other than the authorized use; or (g) if
the Lease is in any way mortgaged or encumbered; or (h) if the Premises or any
portion thereof is assigned or sublet without the prior written consent of
Landlord.

In the event of one or more of the foregoing happenings, Landlord may exercise
any one or more of the remedies or rights available to it under law or in
equity, to include the right to accelerate and declare the entire remaining
unpaid Rent and Additional Rent for the balance of the Lease term to be
immediately due and payable forthwith.

No re-entry or retaking possession of the Premises by Landlord shall be
construed as an election on its part to terminate the Lease, unless a written
notice of such election is given to Tenant, nor shall pursuit of any remedy
herein provided constitute a forfeiture or waiver of any Rent, Additional Rent
or other monies due to Landlord hereunder or any damages accruing to Landlord by
reason of the violations of any of the terms, provisions and covenants herein
contained. Forbearance by Landlord to enforce one or more of the remedies herein
provided upon an event of default shall not be deemed or construed to constitute
a waiver of that or any other violation or default. Legal actions to recover for
loss or damage that Landlord may suffer by reason of termination of this Lease
or the deficiency from any reletting as provided for above shall include the
expense of repossession or reletting and any repairs or remodeling undertaken by
Landlord following repossession.

The parties hereto shall, and they hereby do, waive trial by jury in action,
proceeding, or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever arising out of, or in any way connected with
this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy
of the Premises, and/or any claim of injury or damage.

9. CURE BY LANDLORD. If Tenant shall default in performing any obligation or
condition of this Lease, other than the payment of rent, Landlord may perform
the same for the account of the Tenant, and Tenant shall reimburse Landlord for
any expense incurred therefor. Landlord shall provide Tenant with notice (as
prescribed herein) of any such obligation or condition and allow Tenant fifteen
(15) days to satisfy the obligation or condition.

10. REPAIRS, ALTERATIONS AND ADDITIONS. Except as otherwise conditioned herein
and in ADDENDUM to Lease of even date herewith (if any), Tenant accepts the
Premises in "as is" condition and Tenant shall take good care of and maintain
in a good condition the Premises and the fixtures, equipment and furnishings
therein, and at Tenant's sole cost shall make all repairs necessary to keep them
in good working order and condition. It is Tenant's sole responsibility to
maintain, repair and replace, whether interior or exterior, all glass and doors
in or on the Premises. The heating and air conditioning system shall be under
the control of Tenant and Tenant agrees that all operation, upkeep and repairs
will be at Tenant's expense, except where the repairs or replacements are
covered under a warranty running in favor of Landlord, or are due to fire or
other casualty covered by Landlord's insurance in which latter event, said
repairs or replacements shall be done at its expense. During the term of this
Lease and any extension thereof, Tenant shall enter into and maintain a service
agreement with a licensed air conditioning contractor, providing routine
maintenance to the air conditioning equipment. A copy of this maintenance
agreement shall be provided to Landlord within thirty (30) days after the
commencement of the term of this Lease. Landlord shall make, but Tenant shall
reimburse Landlord therefor, repairs necessitated by the fault or negligence of
Tenant, or that of Tenant's agents, employees, contractors, consultants or
invitees. Tenant shall not make any alterations, additions, or improvements to
the Premises without the prior written consent of the Landlord. LANDLORD
WARRANTS THE HEATING AND AIR CONDITIONING SYSTEM IS IN GOOD WORKING ORDER AT THE
TIME OF OCCUPANCY. TENANTS ANNUAL LIABILITY FOR HVAC SYSTEM SHALL NOT EXCEED THE
COST OF A TWELVE (12) MONTH MAINTENANCE CONTRACT AS PER THE CRITERIA LISTED IN
EXHIBIT "B".

11. MECHANIC LIENS. Tenant agrees that Tenant will pay or cause to be paid all
costs for work done by Tenant or caused to be done by Tenant on the Premises of
a character which could, but for the prohibitions hereinafter contained, result
in liens on Landlord's interest therein, and Tenant will keep the Premises" free
and clear of all mechanic's liens and other liens on account of work done for
Tenant or persons claiming under Tenant. Tenant agrees to and shall indemnify
and save Landlord free and harmless against liability, loss, damage, costs or
expenses, including attorney's fees and costs of discovery and suit, on account
of claims of liens of laborers or materialmen or others for work performed for,
or materials or supplies furnished to, Tenant or persons claiming under Tenant

THE INTEREST OF THE Landlord SHALL NOT, UNDER ANY CIRCUMSTANCES, BE SUBJECT TO
LIENS FOR IMPROVEMENTS MADE BY THE Tenant.

A notice concerning this provision of this Lease has been executed by Landlord
and has been recorded with the Clerk of the Court of Pinellas County. This
Notice reads as follows:

                        NOTICE REGARDING MECHANIC LIENS

Notice is hereby given of certain Lease provisions contained in the Lease
between PINELLAS CENTER LIMITED, as Landlord, and the Tenant of the Premises on
property hereinafter described. This notice is given pursuant to 713.10, Florida
Statutes, (1989). PINELLAS CENTER LIMITED, as Landlord, hereby gives notice as
follows:

1. The name of the Landlord is PINELLAS CENTER LIMITED.

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2. The legal description of the parcel of land to which this notice applies is
described in Exhibit "A" attached hereto and by this reference made a part
hereof.

3. MECHANIC'S LIEN. Tenant agrees that Tenant will pay or cause to be paid all
costs for work done by Tenant or caused to be done by Tenant on the Premises of
a character which could, but for the prohibitions hereinafter contained result
in liens on Landlord's interest therein, and Tenant will keep the Premises free
and clear of all mechanic's liens and other liens on account of work done for
Tenant or persons claiming under Tenant. Tenant agrees to and shall indemnify
and save Landlord free and harmless against liability, loss, damage, costs or
expenses, including attorney's fees and costs of discovery and suit, on account
of claims of liens of laborers or materialmen or others for work performed for,
or materials or supplies furnished to, Tenant or persons claiming under tenant.

THE INTEREST OF THE Landlord SHALL NOT, UNDER ANY CIRCUMSTANCES, BE SUBJECT TO
LIENS FOR IMPROVEMENTS MADE BY THE TENANT.

4. All Leases entered into for space in the Premises on the parcel of land
described in Exhibit "A" attached hereto contain the language identified in
Paragraph 3 above.

                                       LANDLORD:

                                       PINELLAS CENTER LIMITED



                                       Leslie A. Rubin, General Partner Of Rubin
                                       Associates Limited General Partner of
                                       Pinellas Center Limited


STATE OF FLORIDA
COUNTY OF PINELLAS:

     The foregoing instrument was acknowledged before me by ____________________
this ___________________ day of __________________.19___.


                                       _______________________________
                                       Notary Public
                                       My Commission Expires:

Tenant agrees that the Public Notice contained above which has been recorded in
the public records of the county where the leased Premises are located, may be
effectively discharged, released and removed from said public records by
Landlord alone executing and recording in the public records a notice that the
leased Premises are discharged and released from the terms of this paragraph, as
well as all other provisions of this Lease.

12. SIGNS AND ADVERTISING AND PERMITS. Any signs will be at Tenant's sole
expense and will precisely conform to specifications and locations prescribed
and approved by Landlord according to the Sign Standard Agreement attached
hereto. No other signs or advertising shall be placed on the Premises or in
windows by Tenant. All required licenses and permits pertaining to Tenant's use
and occupancy of the Premises shall be obtained at Tenant's sole expense.

13. HAZARDOUS MATERIALS. Tenant shall not (either with or without negligence)
cause or permit the escape, disposal or release of any biologically or
chemically active or other hazardous substances, or materials. Tenant shall not
allow the storage, use or disposal of such substances or materials in any manner
not sanctioned by law or by the highest standards prevailing in the industry for
the storage, use or disposal of such substances or materials, nor allow to be
brought into the Premises or on to its grounds any such materials or substances
except to use in the ordinary course of Tenant's business, and the only after
both written notice is given to Landlord of the identity of such substances or
materials and such use is registered with, as may be required by, the
appropriate governmental agencies. Without limitation, hazardous substances and
materials shall include those described in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended 42 U.S.C. Section
9601 et seq., the Resource Conservation and Recovery Act, as amended 42 U.S.C.
Section 6901 et seq., any applicable state or local laws and regulations adopted
under these acts. If any lender or governmental agency shall ever require
testing to ascertain whether or not there has been any release of hazardous
materials, then the reasonable costs thereof shall be reimbursed by Tenant to
Landlord upon demand as additional charges if such requirement applies to the
Premises. In addition, Tenant shall execute affidavits, representations and the
like from time to time at Landlord's request concerning Tenant's best knowledge
and belief regarding the presence of hazardous substances or materials on the
Premises. Landlord shall have the right to periodically, or upon expiration or
earlier termination of this Lease, to undertake an environmental audit of the
Premises to determine Tenant's compliance with this Paragraph. Tenant shall
promptly comply with all requirements of such audit and sure all matters raised
therein at Tenant's sole cost. In all events, Tenant shall indemnify Landlord in
the manner elsewhere provided in this Lease for all damages associated with the
existence, storage, use, release or disposal of hazardous materials in the
Premises occurring while Tenant is in possession, or elsewhere if caused by
Tenant or persons acting under Tenant. The covenants within shall survive the
expiration or earlier termination of the Lease Term

14. NOTIFICATION. As required by F.S. 404.056(8), Landlord notified Tenant as
follows: "RADON GAS -Radon is a naturally occurring radioactive gas that, when
it has accumulated in a building in

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sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed Federal and State Guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county health unit."

15. REQUIREMENTS OF LAW. Tenant at its expense shall observe and comply with all
present and future (a) laws, rules, codes, orders, regulations, etc., of any
governmental authority having jurisdiction with respect to the Premises or the
use or occupancy thereof; (b) requirements of the Board of Fire Underwriters, or
any other similar body affecting the Premises; and (c) Rules and Regulations
promulgated from time to time by Landlord. Tenant shall not use the Premises in
a manner which will increase the rate of fire insurance of Landlord over that in
effect prior to the Lease.

16. SUBORDINATION. This Lease is subject and subordinate in all respects to all
matters of record and all mortgages, any of which may now or hereafter be placed
on or affect such Leases and/or real property of which the Premises are a part,
or any part of such real property, and/or Landlord's interest or estate therein,
and to each advance made and/or hereafter to be made under such mortgages, and
to all renewals, modifications, consolidations, replacements and extensions
thereof and all substitutions therefore. This paragraph shall be self-operative
and no further instrument of subordination shall be required. In confirmation of
such subordination, Tenant shall execute and deliver promptly any estoppel
agreement or certificate that Landlord and/or any mortgagee and/or their
respective successors in interest may request.

17. DAMAGE AND DESTRUCTION. If the Premises are damaged or destroyed so that the
premises are rendered wholly untenantable, the Rent shall be proportionately
paid up to the time of the casualty and thenceforth shall cease until the date
when the Premises have been repaired or restored by Landlord. If the Premises
shall be partially damaged or partially destroyed, the damages shall be repaired
by and at the expense of the Landlord and the Rent, until such repairs are made,
shall be apportioned according to the pan of the Premises which are useable by
Tenant. Landlord shall not be liable for any inconvenience or annoyance to
Tenant resulting from such destruction or damage or the repair thereof, and
shall not be liable for any delay in restoring the Premises. If, anything to the
contrary above in this paragraph notwithstanding, the Premises are damaged or
destroyed as a result of the wrongful or negligent act of Tenant or any person
on the Premises with Tenant's consent, there shall be no apportionnment or
abatement of Rent.

18. CONDEMNATION. If the whole or any substantial (more than 25%) pan of the
Premises shall be condemned by eminent domain for any public or quasi-public
purpose, this Lease shall terminate on the date of the vestng of title, and
Tenant shall have no claim against Landlord for the value of any unexpired
portion of the Term of the Lease, nor shall Tenant be entitled to any part of
the condemnation award. Tenant specifically reserves the right to recover from
the condemning authority any and all damages relating to any and all impact on
Tenant's business resulting from the condemnation, and any and all other damages
allowed under Chapters 73 and 74, Florida Statues. If less than a substantial
part of the Premises is condemned, this Lease shall not terminate, but Rent
shall abate in proportion to the portion of the Premises condemned.

19. RIGHT OF ENTRY. Landlord or its agents or contractors may enter the Premises
at any reasonable time for the purpose of inspection or making such repairs as
Landlord deems necessary or desirable. Landlord may show the Premises to
prospective purchasers or mortgagees and, during the six (6) months prior to
expiration of the Lease, to prospective tenants.

20. INDEMNITY. Tenant shall indemnify, defend and save Landlord harmless from
and against any liability or expense arising from the use of occupation of the
Premises by Tenant, or anyone on or about the Premises with Tenant's permission.
Tenant shall provide on or before the Commencement Date and keep in force during
the Term (and any extensions or renewals thereof) a comprehensive liability
policy of insurance insuring Tenant and Landlord against any liability
whatsoever occasioned by accident on or about the Premises. Such policy shall be
written by an insurance company authorized to do business in Florida and having
a BEST'S rating of "A" in the amount of One Million Dollars combined single
limit bodily injury and property damage. Evidence of such insurance shall be
delivered to Landlord by Tenant no later than thirty (30) days following the
Commencement Date of this Lease.

21. END OF TERM. At the end of the Term, Tenant shall vacate and surrender the
Premises to Landlord, broom clean, and in as good condition as they were upon
the Commencement Date, ordinary wear and tear excepted, and Tenant shall remove
all of the Tenant's moveable property therefrom. All property, furniture,
fixtures, equipment, installations and additions which remain in or on the
Premises after Tenant has vacated shall be considered abandoned by Tenant and,
at the option of Landlord, may either be retained as Landlord's property or may
be removed by Landlord at Tenant's expense. All alterations, additions,
improvements and fixtures, anything in this particular paragraph to the contrary
notwithstanding, which have been or will be installed by either party in or upon
the Premises during the Term of the Lease, and which, in any manner are attached
to the floors, walls or ceilings, shall be and become the property of Landlord
and upon the Expiration Date or any earlier termination of this Lease shall be
surrendered with the Premises as a part thereof. Alternatively, Landlord may
elect to have Tenant return the Premises to their original condition prior to
any buildout thereof by either party.

22. HOLDING OVER. Any holding over after the Expiration Date of the Term or any
extended term shall be construed to be a tenancy from month to month at a
monthly Rent equal to twice the amount of Rent applicable to the final month of
the Term of this Lease (or any previous renewal or extension of same) (pro rated
on a monthly basis) and shall otherwise be on the terms herein specified so far
as applicable.

23. NOTICES. Any notice by either party to the other shall be in writing and
mailed by registered or certified mail, return receipt requested, to the address
set forth, or to such other address as either party may hereafter designate in
writing. Each notice shall be deemed given on the next business day following
the date of

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mailing. Any notice by Landlord to Tenant shall be deemed given if personally
delivered to Tenant at the Premises.

24. RISK OF LOSS. All personal property placed or moved in the Premises shall be
at the sole risk of Tenant or the owner thereof.

25. FORCE MAJEURE. Whenever a period of time is herein prescribed for action to
be taken by Landlord, Landlord shall not be liable, or responsible for, and
there shall be excluded from the computation for any such period of time, any
delays due to acts of God or any other causes of any kind whatsoever which are
beyond the control of Landlord.

26. VENUE. The parties hereto agree that any and all suits for any and every
breach of this Lease shall be instituted and maintained only in those courts of
competent jurisdiction in the county or municipality in which the Premises are
located.

27. CORPORATE TENANCY. If Tenant is a corporation, the undersigned officer of
Tenant hereby warrants and certifies to Landlord that Tenant is a corporation in
good standing and is authorized to do business in the State of Florida. The
undersigned officer of Tenant hereby further warrants and certifies to Landlord
that he or she, as such officer, is authorized and empowered to bind the
corporation to the terms of this Lease by his or her signature thereto.
Landlord, before it accepts and delivers this Lease, may require Tenant to
supply a certified copy of the corporate resolution authorizing the execution of
this Lease by Tenant.

28. NO ORAL AGREEMENTS; SUCCESSOR INTERESTS. The agreements contained in the
Lease set forth the entire understanding and contract of the parties, shall be
binding upon and shall inure to the benefit of the respective heirs, successors,
assigns and legal representatives of the parties hereto and shall and may not be
changed or terminated orally.

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

W1INESSES FOR LANDLORD:


/s/ DONNA LANCE
--------------------------           LANDLORD:  PINELLAS CENTER LIMITED
                                                A FLORIDA LIMITED PARTNERSHIP
/s/ DIANA CARMEL
--------------------------           BY: /s/ LESLIE A. RUBIN
                                        -------------------------------------
                                        Leslie A. Rubin, President of Rubin
                                        Development Corporation, General Partner
                                        of Rubin Associates Limited, General
                                        Partner of Pinellas Center Limited

WITNESSES FOR TENANT:

/s/ [ILLEGIBLE]                      TENANT: BECAN DISTRIBUTORS, lNC.
--------------------------

/s/ DONNA LANCE                      BY: /s/ WILLIAM LAGAMBA
--------------------------              ----------------------------------------

                                     ITS: President/CEO
                                         ---------------------------------------

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                             UNCONDITIONAL GUARANTY

In consideration of the letting of the Premises described in this Lease to the
Tenant and in further consideration of the sum of One Dollar (S1.00) and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, if default shall at any time be made by Tenant in the payment of
the Rent and Additional Rent, or in the Tenant's performance of the covenants or
obligations contained within the Lease on Tenant's part to be paid or performed,
the undersigned corporation, and not the individual signatories, nor any
principal, officer, director, shareholder, employee, agent, attorney and/or
representative of the undersigned-corporation will pay to the Landlord, the said
Rent, Additional Rent and any damages that may arise in consequence of the
default or nonperformance by Tenant, including attorneys' fees. No notice of any
such default or non-performance is required of Landlord, and the liability of
the undersigned corporation shall continue notwithstanding any prior forbearance
or waiver, any amendment of the Lease, or the insolvency or bankruptcy of
Tenant. The undersigned corporation, hereby expressly agrees that the Landlord,
its successors or assigns, may make such changes, as may be agreed upon between
Landlord, its successors or assigns and Tenant, with respect to any of the
terms, covenants, conditions, agreements, or provisions of the Lease without
notice to or consent from the undersigned as guarantor(s).

The undersigned corporation hereby further covenants and agrees with Landlord,
its successors, and assigns, that the undersigned corporation and not the
individual signatories, nor any principal, officer, director, shareholder,
employee, agent, attorney and/or representative of the undersigned corporation
may be joined in any action against Tenant in connection with said Lease, and
that recovery may be had against the undersigned corporation in such action or
any independent action against the undersigned corporation without Landlord
having first exhausted any remedy or claim against Tenant, its successors or
assigns.

It is understood that other agreements similar to this agreement may be executed
by other persons with respect to the Lease. This agreement shall be cumulative
of any such agreements and the liabilities and obligations of the undersigned
corporation hereunder shall in no event be affected or diminished by reason of
such other agreement.

This agreement shall be binding upon the undersigned corporation only and not
the individual signatories, nor any principal, officer, director, shareholder,
employee, agent, attorney and/or representative of the undersigned corporation
and shall inure to the benefit of Landlord and its successors and assigns.

In any action or proceeding to enforce this guaranty, the prevailing party shall
recover from the other party, its costs and attorney's fees, including through
all bankruptcy and appellate proceedings.

Signed, sealed and delivered                GUARANTOR(S)
in the presence of:

/s/ [ILLEGIBLE]                             /s/ WILLIAM LAGAMBA
----------------------------                ------------------------------
                                            AS PRESIDENT OF BECAN DISTRIBUTORS,
                                            INC. ONLY, AND NOT AS THE INDIVIDUAL

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                            SIGN STANDARD AGREEMENT

                            PINELLAS CENTER LIMITED

1. A lighted over suite sign 8' wide x 2' high x 5" deep. The electric can/shall
be dark bronze and contain a back light with fluorescent lighting. The lettering
shall be black with a white background. The sign shall be installed by the sign
company and be hooked up to the existing electrical wiring, or

2. A wooden sign maximum of 70" long x 18" high x 1 5/8" thick, with rounded
corners, stained a dark walnut. Lettering shall be routed and may be painted a
color of Tenant's choice. Designed graphics are allowed with prior approval of
the Landlord. The sign shall be installed by the sign company.

A mail box label with the Tenant's suite number and company name will be
provided and installed by the Landlord, at Landlord's expense.

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                                 EXHIBIT "A''

                             PINELLAS CENTER LIMITED

The North 100 feet of Lot 8, all of Lots 9, 18, 19 and 20 and the South 130 feet
of Lot 21, PINELLAS CENTER, according to the map or plat thereof as recorded in
Plat Book 78, page 71 and 72, of the public records of Pinellas County, Florida.

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                               ADDENDUM TO LEASE

                                       #1

Attached to and forming a part of the Lease Agreement between PINELLAS, CENTER
LIMITED, Landlord and BECAN DISTRIBUTORS, INC., Tenant, dated the 23rd day of
November, 1999 (the "Lease").

Landlord and Tenant hereby agree to the following:

1.     The Lease relates to the following leasehold premises:

         Approximately 6,500 square feet comprised of 3,550 square feet of air
         conditioned office space and 2,950 square feet of air conditioned
         warehouse space located at 12505 Starkey Road, Suite A, Largo, FL 33773

2.     Landlord and Tenant hereby agree that the following amendment will be
       made to said Lease, namely:

       A.   The monthly rent shall be in accordance with the following Schedule
            (the "Monthly Rent Schedule"):

            December 11 1999 thru November 30, 2000 $3,791.66 per month
            December 1, 2000 thru November 30, 2001 $3,791.66 per month
            December 1, 2001 thru November 30, 2002 $3,943.33 per month

       All rates quoted are subject to applicable sales and use taxes.

       B.   Landlord shall be responsible for the following improvements

            1.    Add interior partitions to separate existing offices as per
                  attached drawing (see attached Exhibit "C").]
            2.    Enclose window and door in SW office (see #1, Exhibit "C").
            3.    Remove storage area (see #2, Exhibit "C").
            4.    Remove wall covering and paint front office area.
            5.    Patch and paint walls, not wallpapered, as needed.
            6.    Shampoo all carpeting, if stains are not removed, Landlord
                  will evaluate and replace on a room by room basis.
            7.    Repair vinyl floor in breakroom.
            8.    Inspect and repair as necessary all plumbing, electrical and
                  mechanical equipment, and overhead doors, to ensure in good
                  working condition.
            9.    General cleaning throughout the Premises.

         C.  OPTION TO RENEW:

            Provided Tenant is not in default of terms and conditions of this
            Lease and any subsequent Addendum(s), Tenant shall have the right,
            but not the obligation, upon giving one-hundred and eighty (180)
            days prior written notice to Landlord to extend this Lease for a
            period of one (1) three (3) year term at four percent (4%)
            escalations per year.

                                       9
<PAGE>

3.     The effective date of this Addendum is the 23rd day of November, 1999.

4.     Landlord and Tenant ratify and affirm all other provisions of the  Lease
       dated the 23rd day of November, 1999.

IN WITNESS WHEREOF, the Landlord and Tenant executed the foregoing Addendum to
Lease #1 on the 23rd day of November, 1999 first written above.


In the presence of:
                                      LANDLORD:  PINELLAS CENTER LIMITED
/s/ DONNA LANCE
-----------------------

/s/ DIANA CARMEL                      BY: /s/ LESLIE A. RUBIN
-----------------------                  ---------------------------------------
As to Landlord                           Leslie A. Rubin, President of Rubin
                                         Associates Limited, General Partner of
                                         Pinellas Center Limited



/s/ [ILLEGIBLE]
-----------------------               TENANT: BECAN DISTRIBUTORS, INC.

/s/ DONNA LANCE                       BY: WILLIAM LAGAMBA
-----------------------                  ---------------------------------------
As to Tenant
                                      ITS: President/CEO
                                          --------------------------------------

                                       10
<PAGE>

                                  EXHIBIT "B"

                 AIR CONDITIONING MAINTENANCE PROPOSAL CRITERIA

As per your lease agreement, a service maintenance contract for the air
conditioning equipment located at your premises is required. For your
convenience, listed below is the minimum maintenance required by the Rubin
Center - Pinellas Center. This service is to be completed at least six (6) times
per year.

Inspections will include the following: (6 per Year)

1.      Clean or replace all filters

2.      Clean all drain pans and drain lines

3.      Install time releasing Flow Plus Drain Tablets

4.      Inspect and clean coils (Evaporator & Condenser)

5.      Inspect and replace belts as needed

6.      Oil all motors and tighten motor mounts and brackets

7.      Tighten all electrical connections and check voltage

8.      Check refrigeration pressures

9.      Inspect all duct work and make minor repairs and adjustments

                                       11
<PAGE>

                                  EXHIBIT "C"





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