<PAGE>   1
                                                                 EXHIBIT 10.5.13


LANDLORD:                               GRAN CENTRAL CORPORATION,
                                        a Florida corporation
                                        c/o Codina Real Estate Management, Inc.
                                        9955 N.W. 116 Way, Suite 10
                                        Medley, Florida 33178


TENANT:                                 AMERICAN AIRCARRIERS SUPPORT,
                                        INCORPORATED, A DELAWARE CORPORATION

DATE OF EXECUTION:                      8 APRIL 1999


--------------------------------------------------------------------------------


                           LEASE-INDUSTRIAL COMMERCIAL

--------------------------------------------------------------------------------


                                                           Revised form 2/5/1999



<PAGE>   2

                                  LEASE SUMMARY

       The following is a summary of basic lease provisions with respect to the
Lease. It is an integral part of the Lease, and terms defined or dollar amounts
specified in this Summary shall have the meanings or amounts as stated, unless
expanded upon in the text of the Lease and its Exhibits, which are attached to
and made a part of this Summary.

<TABLE>
       <S>    <C>                              <C>
       1.     Date of Lease Execution:

       2.     "Landlord":                      Gran Central Corporation

       3.     Landlord's Address:              c/o Codina Real Estate Management, Inc.
                                               9955 N.W. 116 Way, Suite 10
                                               Medley, Florida 33178
                                               Attention:  Property Manager

       4.     "Tenant":                        AMERICAN AIRCARRIERS SUPPORT,
                                               INCORPORATED, A DELAWARE CORPORATION

       5.     Tenant's Address:                AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
                                               P.O. BOX 7566
                                               CHARLOTTE, NC  28241
                                               587 GREENWAY INDUSTRIAL DRIVE
                                               FORT MILLS, SC  29725

              With a copy to:                  C/O GRAY, LAYTON, KERSH, SOLOMON,
                                               SIGMON, FURR & SMITH, P.A.
                                               516 SOUTH NEW HOPE ROAD
                                               GASTONIA, NC  28053-2636
                                               ATTN:  EMILY D. HARRISON, ESQ.

                                               IF TENANT IS NO LONGER AT THE
                                               ABOVE ADDRESS, THEN NOTICE MAY BE
                                               GIVEN TO TENANT OR AAS-AMJET,
                                               INC., A FLORIDA CORPORATION, AT
                                               THE PREMISES. SERVICE OF PROCESS
                                               MAY BE MADE ON TENANT BY SERVICE
                                               OF PROCESS UPON AAS-AMJET, INC.,
                                               A FLORIDA CORPORATION, AT THE
                                               PREMISES OR AS OTHERWISE
                                               PERMITTED BY LAW.
</TABLE>


                                       -i-

<PAGE>   3

<TABLE>
       <S>    <C>                              <C>
       6.     "Guarantor":                     None, so long as AMERICAN AIRCARRIERS
                                               SUPPORT, INCORPORATED remains the Tenant

       7.     Guarantor's Address:             N/A

       8.     Premises (section 1.1):          A PORTION OF BUILDING #23, BEACON
                                               STATION AT GRAN PARK, NW 100TH ST.
                                               AND 108TH AVE, MIAMI, FLORIDA, TO BE
                                               CONSTRUCTED, COMPRISING THE WESTERLY
                                               17 BAYS, APPROXIMATELY as shown on
                                               Exhibit "A"

       9.     Building No.:                    #23, Beacon Station at Gran Park

       10.    Gross Rentable Area of           Approximately 138,005 rentable square
              Premises (section 1.1):          feet

       11.    Gross Rentable Area of           Approximately 179,832 rentable square
              Building (section 1.1):          feet

       12.    Tenant's Proportionate
              Share (section 2.3):             77%

       13.    Permitted Use of
              Premises (section 3.1):          warehousing and distribution, and
                                               related business offices, AND JET AIRCRAFT
                                               ENGINE OVERHAUL (IN CONFORMITY WITH
                                               ALL GOVERNMENTAL AND REGULATORY AND
                                               INSURANCE REQUIREMENTS) OF AAS-
                                               AMJET, INC., A FLORIDA CORPORATION
                                               WHICH IS A WHOLLY OWNED SUBSIDIARY
                                               OF TENANT.

       14.    Term of Lease (section 1.1):     TEN (10) years AND THREE (3) MONTHS
                                               "Commencement Date":THE EARLIER OF
                                               (A) SEPTEMBER 1, 1999 OR (B) THE DATE
                                               OF THE ISSUANCE OF A CERTIFICATE OF
                                               COMPLETION FOR THE PREMISES
                                               "EXPIRATION DATE": THAT DATE WHICH IS
                                               TEN (10) YEARS AND THREE (3) MONTHS
                                               AFTER THE FIRST DAY OF THE FIRST FULL
                                               CALENDAR MONTH AFTER THE
                                               COMMENCEMENT DATE
</TABLE>

                                      -ii-

<PAGE>   4


<TABLE>
       <S>    <C>                              <C>
       15.    Option to Renew (Rider 1,        TWO (2) FIVE (5)-YEAR OPTIONS TO RENEW
              if applicable):                  AS DESCRIBED IN RIDER 1 TO THIS LEASE.


       16.    "Minimum Rent" (section 2.2):    the following rent, plus sales tax
</TABLE>


<TABLE>
<CAPTION>
LEASE YEAR (OR             ANNUAL MINIMUM           ANNUAL               MONTHLY PAYMENT
PORTION THEREOF)           RENT RATE PER            MINIMUM RENT         (PLUS SALES TAX)
                           SQUARE FOOT
-----------------------------------------------------------------------------------------
<S>                             <C>              <C>                     <C>
           1                    $6.10              $841,830.50           $70,152.54
           2                    $6.31              $870,811.55           $72,567.63
           3                    $6.53              $901,172.65           $75,097.72
           4                    $6.76              $932,913.80           $77,742.82
           5                    $7.00              $966,035.00           $80,502.92
           6                    $7.25            $1,000,536.25           $83,378.02
           7                    $7.50            $1,035,037.50           $86,253.13
           8                    $7.76            $1,070,918.80           $89,243.23
           9                    $8.03            $1,108,180.15           $92,348.35
          10                    $8.31            $1,146,821.55           $95,568.46
   11 (three months)            $8.60            $1,186,843.00           $98,903.58]
-----------------------------------------------------------------------------------------
</TABLE>

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LEASE, PROVIDED THIS LEASE IS
THEN IN GOOD STANDING AND TENANT IS NOT IN DEFAULT, MINIMUM RENT FOR THE FIRST
FULL THREE (3) MONTHS OF THE LEASE TERM SHALL BE ABATED. THE FOREGOING SHALL NOT
ALTER TENANT'S OBLIGATION TO DELIVER ALL AGREED PREPAID RENT TO LANDLORD UPON
EXECUTION OF THIS LEASE, AND SUCH PREPAID RENT SHALL BE APPLIED TO THE FIRST
FULL MONTH OF THE LEASE TERM FOLLOWING THE THREE MONTHS FOR WHICH MINIMUM RENT
IS ABATED. IF TENANT SHALL BE IN MONETARY DEFAULT, OR MATERIAL NONMONETARY
DEFAULT, UNDER THIS LEASE, WHICH IS NOT CURED WITHIN APPLICABLE GRACE PERIODS,
IF ANY, THEN THIS MINIMUM RENT ABATEMENT SHALL BE CANCELED AND TENANT SHALL OWE
LANDLORD THE MINIMUM RENT WHICH THERETOFORE HAD BEEN ABATED AND NOT PAID BY
TENANT.


                                      -iii-

<PAGE>   5

<TABLE>
       <S>    <C>                              <C>
       17.    Prepaid Rent:                    $79,712.46 (includes sales tax) (due
                                               upon execution of Lease; to be applied
                                               to first full month Minimum Rent is due)

       18.    Security Deposit (section 2.6):  $148,451.63 (excludes sales tax)
                                               (due upon execution of Lease)

       19.    Cost Pass-Throughs
              (section 2.3):                   Operating Costs

       20.    Base Year (section 2.3):         2000

       21.    Comprehensive General
              Liability Insurance
              (section 6.1):                   $2,000,000.00

       22.    No. of Parking Spaces:           170 unassigned SPACES

       23.    Broker(s) (section 13.12):       Codina Realty Services, Inc.o ONCOR
                                               International, which represents
                                               Landlord, AND LINCOLN PROPERTY
                                               COMPANY, INC., WHICH REPRESENTS
                                               TENANT


       23.    SPECIAL PROVISIONS:              RIGHT OF FIRST REFUSAL:  PROVIDED THAT
                                               THIS LEASE IS THEN IN GOOD STANDING
                                               AND IN FULL FORCE AND EFFECT AND THAT
                                               TENANT IS NOT IN DEFAULT AND NO
                                               CONDITION EXISTS WHICH WITH NOTICE OR
                                               PASSAGE OF TIME WOULD CONSTITUTE A
                                               DEFAULT, TENANT SHALL HAVE A RIGHT OF
                                               FIRST REFUSAL FOR SPACE THAT BECOMES
                                               AVAILABLE IN THE BUILDING, WHICH IS
                                               THEN CONTIGUOUS TO THE PREMISES AS
                                               THEN CONFIGURED, WHICH RIGHT OF FIRST
                                               REFUSAL SHALL BE IN EFFECT UNTIL THREE
                                               (3) YEARS BEFORE THE TERMINATION DATE
                                               OF THIS LEASE, UPON THE FOLLOWING
                                               TERMS AND CONDITIONS. LANDLORD SHALL
                                               GIVE TENANT NOTICE OF SUCH SPACE,
                                               AND THE MARKET RENT THEREFOR, AFTER
                                               WHICH TENANT SHALL HAVE TEN (10) DAYS
</TABLE>

                                      -iv-

<PAGE>   6


<TABLE>
       <S>    <C>                              <C>
                                               IN WHICH TO REACH AGREEMENT AS TO
                                               THE LEASE TERMS (WHICH SHALL
                                               INCLUDE A TERMINATION DATE WHICH
                                               IS COTERMINOUS WITH THE
                                               TERMINATION DATE OF THIS LEASE,
                                               AS TO THE PREMISES ORIGINALLY
                                               LEASED); IF TENANT DOES NOT
                                               ACCEPT SUCH PREMISES AND EXECUTE
                                               A LEASE ON LANDLORD'S
                                               THEN-CURRENT FORM, OR AS A
                                               MODIFICATION OF THIS LEASE
                                               (WHICHEVER LANDLORD MAY
                                               DESIGNATE), WITHIN SUCH TIME
                                               FRAME, LANDLORD MAY CONTRACT WITH
                                               A THIRD PARTY FOR SUCH SPACE AND
                                               TENANT SHALL HAVE NO FURTHER
                                               RIGHTS IN REGARD TO THAT SPACE.
                                               LANDLORD MAY, HOWEVER, SHOW THE
                                               SPACE AND WORK WITH THIRD PARTIES
                                               AT ANY TIME, AS TO ANY SUCH
                                               SPACE, SO LONG AS LANDLORD GIVES
                                               TENANT THE OPPORTUNITY TO
                                               EXERCISE ITS RIGHT OF FIRST
                                               REFUSAL AS DESCRIBED IN THIS
                                               PARAGRAPH.]
</TABLE>


                                       -v-

<PAGE>   7

       THIS LEASE (the "Lease"), dated the 8th day of April, 1999, is made
AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, A DELAWARE CORPORATION (the
"Tenant").

                                ARTICLE I. TERM.

       1.1 Grant; Term. In consideration of the performance by the Tenant of its
obligations under this Lease, the Landlord leases to the Tenant, and the Tenant
leases from the Landlord, for the Term, the "Premises," which Premises are shown
outlined on the floor plan attached hereto and made a part hereof as Exhibit
"A." The Premises are located in that certain building in Gran Park at Beacon
Centre (the "Building"), located in Miami-Dade County, Florida, as more
particularly described in Exhibit "B," attached hereto and made a part hereof.
The gross rentable area of the Premises and Building are approximately as shown
on the Lease Summary.

              The "Term" of the Lease is the period from the Commencement Date
as specified in the Lease Summary, through the Expiration Date, as specified in
the Lease Summary. If the Premises are ready for occupancy prior to the
Commencement Date, then Tenant shall take occupancy on such date and Tenant's
obligations to pay Minimum Rent and all other charges shall commence on such
date. If Landlord cannot deliver possession of the Premises to Tenant on the
Commencement Date, this Lease shall not be void or voidable, nor shall Landlord
be liable to Tenant for any loss or damage resulting therefrom, but in that
event, this Lease shall in all ways remain in full force and effect except that
Minimum Rent and other charges shall be waived for the period between the
Commencement Date and the time when Landlord can deliver possession; provided,
however, if delivery of possession is delayed more than ninety (90) days past
the scheduled Commencement Date, Tenant may terminate this Lease upon fifteen
(15) days' written notice to Landlord, whereupon both parties shall be relieved
of all further obligations hereunder. Notwithstanding the foregoing, if delivery
of possession is delayed due to any act or omission of Tenant, then the
Commencement Date shall be the date Landlord would have delivered possession,
but for Tenant's delay.

              The Landlord shall have no construction or improvement obligations
with respect to the Premises unless expressly set forth in a work letter
agreement, which, if executed by Landlord and Tenant, shall be incorporated as
an exhibit to this Lease. Upon the expiration of five (5) business days
following the Commencement Date, the Premises shall be conclusively deemed to be
accepted by Tenant unless Tenant shall have given Landlord written notice of any
contended defects in the Premises.


                                       -1-

<PAGE>   8

                                ARTICLE II. RENT.

       2.1 Covenant to Pay. The Tenant shall pay to Landlord all sums due
hereunder from time to time from the Commencement Date without prior demand,
together with all applicable Florida sales tax thereon; however, unless
otherwise provided in this Lease, payments other than Tenant's regular monthly
payments of Minimum Rent and Operating Costs shall be payable by Tenant to
Landlord within five (5) days following demand. All rent or other charges that
are required to be paid by Tenant to Landlord shall be payable at Landlord's
address indicated on the Lease Summary. Minimum Rent and Additional Rent for any
"Lease Year" consisting of less than twelve (12) months shall be prorated on a
per diem basis, based upon a period of 365 days. "Lease Year" means the twelve
(12) full calendar months commencing on the Commencement Date. However, the
final Lease Year may contain less than twelve (12) months due to expiration or
sooner termination of the Term. The Tenant agrees that its covenant to pay rent
and all other sums under this Lease is an independent covenant and that all such
amounts are payable without counterclaim, set-off, deduction, abatement, or
reduction whatsoever, except as expressly provided for in this Lease.

       2.2 Minimum Rent. Subject to any escalation which may be provided for in
this Lease, the Tenant shall pay Minimum Rent for the Term in the initial amount
specified in the Lease Summary, which, except for the first installment, shall
be payable throughout the Term in equal monthly installments in advance on the
first day of each calendar month of each year of the Term, such monthly
installments to be in the amounts (subject to escalation) specified in the Lease
Summary. The first monthly installment of Minimum Rent shall be due on the date
of this Lease. The Minimum Rent described above shall be adjusted at the
beginning of the second and each succeeding Lease Year during the Term of this
Lease as provided in the Lease Summary.

       2.3 Operating Costs. The Tenant shall pay to the Landlord the Tenant's
proportionate share of the amount by which the annual Operating Costs, as
hereinafter defined, for each calendar year exceed the Operating Costs incurred
during the Base Year specified in the Lease Summary. Such excess is referred to
for purposes of this Lease as the "Increased Operating Costs." Tenant's
obligation to pay its proportionate share of Increased Operating Costs shall
commence as of the beginning of the first full calendar year following the Base
Year. The amount of Increased Operating Costs payable to the Landlord may be
estimated by the Landlord for such period as the Landlord determines from time
to time (not to exceed twelve (12) months), and the Tenant agrees to pay to the
Landlord the amounts so estimated in equal installments, in advance, on the
first day of each month during such period. Notwithstanding the foregoing, when
bills for all or any portion of Increased Operating Costs so estimated are
actually received by Landlord, the Landlord may bill the Tenant for the Tenant's


                                       -2-

<PAGE>   9

proportionate share thereof, less any amount previously paid by Tenant to
Landlord on account of such item(s) by way of estimated Increased Operating
Costs payments.

              Within a reasonable period of time after the end of the Period for
which estimated payments have been made, the Landlord shall submit to the Tenant
a statement from the Landlord setting forth the actual amounts payable by the
Tenant based on actual costs. If the amount the Tenant has paid based on
estimates is less than the amount due based on actual costs, the Tenant shall
pay such deficiency within fifteen (15) days after submission of such statement.
If the amount paid by the Tenant is greater than the amount actually due, the
excess may be retained by the Landlord to be credited and applied by the
Landlord to the next due installments of the Tenant's proportionate share of
Increased Operating Costs, or as to the final Lease Year, provided Tenant is not
in default, Landlord will refund such excess to Tenant. The Tenant's
proportionate share of actual Increased Operating Costs for the final estimate
period of the Term of this Lease shall be due and payable even though it may not
be finally calculated until after the expiration of the Term. Accordingly,
Landlord shall have the right to continue to hold Tenant's security deposit
following expiration of the Term until Tenant's share of actual Increased
Operating Costs has been paid.

              For purposes of this Lease, Tenant's proportionate share shall be
a fraction, the numerator of which is the gross rentable area of the Premises,
and the denominator of which is the gross rentable area of the Building (which
is as set forth in the Lease Summary). Tenant's proportionate share is as set
forth in the Lease Summary. The term "Operating Costs" shall mean any amounts
paid or payable whether by the Landlord or by others on behalf of the Landlord,
arising out of Landlord's maintenance, operation, repair, replacement (if such
replacement increases operating efficiency) and administration of the Building
and Common Areas, including, without limitation: (i) the cost of all real
estate, personal property and other ad valorem taxes, and any other levies,
charges, local improvement rates, and assessments whatsoever assessed or charged
against the Building and Common Areas, the equipment and improvements therein
contained, and including any amounts assessed or charged in substitution for or
in lieu of any such taxes, excluding only income or capital gains taxes imposed
upon Landlord, and including all costs associated with the appeal of any
assessment on taxes; (ii) the cost of insurance which the Landlord is obligated
or permitted to obtain under this Lease and any deductible amount applicable to,
any claim made by the Landlord under such insurance; (iii) the cost of security,
(iv) the cost of landscaping, and (v) a reasonable management fee.

       2.4 Payment of Personal Property Taxes. Tenant shall pay, when due, all
taxes attributable to the personal property, trade fixtures, business,
occupancy, or sales of Tenant or any other occupant of the Premises and to the
use of the Building by Tenant or such other occupant.



                                      -3-
<PAGE>   10

       2.5 Rent Past Due. If any payment due from Tenant shall be overdue, a
late charge of five (5%) percent of the delinquent sum may be charged by
Landlord. If any payment due from Tenant shall remain overdue for more than
fifteen (15) days, an additional late charge in an amount equal to the lesser of
the highest rate permitted by law or one and one-half (1 1/2%) percent per month
(eighteen (18%) percent per annum) of the delinquent amount may be charged by
Landlord, such charge to be computed for the entire period for which the amount
is overdue and which shall be in addition to and not in lieu of the five (5%)
percent late charge or any other remedy available to Landlord.

       2.6 Security Deposit. The Landlord acknowledges receipt of a security
deposit in the amount specified on the Lease Summary to be held by the Landlord,
without any liability for interest thereon, as security for the performance by
the Tenant of all its obligations under this Lease. Landlord shall be entitled
to commingle the security deposit with Landlord's other funds. If Tenant
defaults in any of its obligations under this Lease, the Landlord may at its
option, but without prejudice to any other rights which the Landlord may have,
apply all or part of the security deposit to compensate the Landlord for any
loss, damage, or expense sustained by the Landlord as a result of such default.
If all or any part of the security deposit is so applied, the Tenant shall
restore the security deposit to its original amount on demand of the Landlord.
Subject to the provisions of section 2.3, within thirty (30) days following
termination of this Lease, if the Tenant is not then in default, any remaining
security deposit will be returned by the Landlord to the Tenant.

       2.7 [INTENTIONALLY DELETED]

                          ARTICLE III. USE OF PREMISES.

       3.1 Permitted Use. The Premises shall be used and occupied only for the
use specified in the Lease Summary. Tenant shall carry on its business on the
Premises in a reputable manner and shall not do, omit, permit, or suffer to be
done or exist upon the Premises anything which shall result in a nuisance,
hazard, or bring about a breach of any provision of this Lease or any applicable
municipal or other governmental law or regulation. Tenant shall observe all
reasonable rules and regulations established by Landlord from time to time for
the Building. The rules and regulations in effect as of the date hereof are
attached to and made a part of this Lease as Exhibit "C." The names for the
Building and the business park of which the Building is a part, which the
Landlord may from time to time adopt, and every name or mark adopted by the
Landlord in connection with the Building shall be used by the Tenant only in
association with the business carried on in the Premises during the Term and the
Tenant's use thereof shall be subject to such regulation as the Landlord may
from time to time impose.



                                      -4-
<PAGE>   11

       3.2 Compliance with Laws. The Premises shall be used and occupied in a
safe, careful, and proper manner so as not to contravene any present or future
governmental or quasi governmental laws, regulations, or orders, or the
requirements of the Landlord's or Tenant's insurers. If due to the Tenant's use
of the Premises, repairs, improvements, or alterations are necessary to comply
with any of the foregoing, the Tenant shall pay the entire cost thereof.

       3.3 Signs. Except with the prior written consent of the Landlord, the
Tenant shall not erect, install, display, inscribe, paint, or affix any signs,
lettering, or advertising medium upon or above any exterior portion of the
Premises. Any exterior signage shall be installed by Tenant at Tenant's expense,
and such signage shall comply with Landlord's sign criteria as adopted from time
to time. The design and specification of such signage (including camera-ready
artwork) shall be submitted for Landlord's prior written approval.

       3.4 Environmental Provisions. Tenant warrants and represents that it will
not use or employ Landlord's or the Building property, facilities, equipment or
services to handle, transport, treat or dispose of any hazardous waste or
hazardous or regulated substance ("Hazardous Materials"), except cleaning
supplies used in the ordinary course of business and in accordance with all
Legal Requirements, whether or not it shall have been generated or produced on
the Premises. Tenant further warrants and represents that any activity on or
relating to the Premises shall be conducted in full compliance with all
applicable Legal Requirements. "Legal Requirement(s)"is defined as any law,
statute, code, rule, regulation, ordinance, order, judgment, decree, writ,
injunction, franchise, permit, certificate, license, authorization,
registration, or other direction or requirement of any Legal Authority, which is
now or in the future applicable to the Premises or the Building, including those
not within the present contemplation of the parties. "Legal Authority" is
defined as any domestic or foreign, federal, state, county, municipal, or other
government or governmental or quasi-governmental department, commission, board,
bureau, court, agency, or instrumentality having jurisdiction or authority over
Landlord, Tenant, or all or any part of the Building.

If Tenant's activities at the Premises or Tenant's use of the Premises (a)
results in a release of Hazardous Materials which is not in compliance with
Legal Requirements; (b) gives rise to liability or a claim or requires a
response under common law or any Legal Requirement; (c) causes a significant
public health effect; or (d) creates a nuisance, then Tenant, in any and all
such occurrences and at its sole cost and expense, shall: (i) immediately notify
Landlord verbally and in writing of any such release, which notice shall
identify the Hazardous Materials involved and the emergency procedures taken or
to be taken; and (ii) promptly take all appropriate action in response to such
situation, in compliance with all applicable Legal requirements, provided that
Tenant shall first obtain Landlord's approval of the remediation plan to be
undertaken.



                                      -5-
<PAGE>   12

Tenant shall give written notice to Landlord immediately of any production,
generation, handling, storage, treatment, transportation, disposal, release or
removal of any Hazardous Materials from or on the Premises whether or not
permitted by this Lease. Such requirement for notification of Landlord shall not
constitute Landlord's consent for such activities to be conducted on the
Premises.

Tenant agrees to defend, indemnify and hold harmless Landlord against any and
all claims, costs, expenses, damages, liability and the like, which Landlord may
hereafter be liable for, suffer, incur or pay under any applicable laws and
resulting from, related to, or arising out of any breach of the warranties and
representations contained in this Section 3.4, or out of any act, activity or
violation of any applicable laws or regulations on the part of Tenant, its
agents, employees or assigns. Tenant's liability under this Section 3.4 shall
survive the expiration or any termination of this Lease.

Tenant shall pay when due any judgments or claims for damages, penalties or
otherwise against Landlord, and shall assume the burden and expense of defending
all suits, and defending or otherwise participating in all administrative
proceedings and the resolutions of any description with all persons or Legal
Authorities resulting from, related to, or arising out of the matters
indemnified against. If Landlord retains counsel for advice or other
representation (i) with respect to this provision of the Lease, (ii) in any
litigation, contest, dispute, suit or proceeding (whether instituted by
Landlord, Tenant or any other party) in any way relating to this provision of
the Lease or the indemnities described herein, or (iii) to enforce Tenant's
obligations hereunder, then all of the reasonable attorneys' (including
paralegals') fees arising from such services and all related expenses and court
costs (including bankruptcy, appellate and collection matters) shall be payable
on demand by Tenant to Landlord.

The representations, warranties and indemnities of Tenant contained in this
section shall survive the termination of the Lease.

                          ARTICLE IV. ACCESS AND ENTRY.

       4.1 Right of Examination. The Landlord shall be entitled at all
reasonable times and upon reasonable notice (but no notice is required in
emergencies) to enter the Premises to examine them; to make such repairs,
alterations, or improvements thereto as the Landlord considers necessary or
reasonably desirable; to have access to underfloor facilities and access panels
to mechanical shafts and to check, calibrate, adjust, and balance controls and
other parts of the heating, air conditioning, ventilating, and climate control
systems. The Landlord reserves to itself the right to install, maintain, use,
and repair pipes, ducts, conduits, vents, wires, and other installations leading
in, through, over, or under the Premises and for this purpose, the Landlord may
take all material into and upon the Premises which is required therefor. The
Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other
electrical


                                      -6-
<PAGE>   13

equipment so as to prevent reasonable access thereto. The Landlord reserves the
right to use all exterior walls and roof area. The Landlord shall exercise its
rights under this section, to the extent possible in the circumstances, in such
manner so as to minimize interference with the Tenant's use and enjoyment of the
Premises.

       4.2 Right to Show Premises. The Landlord and its agents have the right to
enter the Premises at all reasonable times and upon reasonable notice to show
them to prospective purchasers, lenders, or anyone having a prospective interest
in the Building, and, during the last six months of the Term (or the last six
(6) months of any renewal term if this Lease is renewed), to show them to
prospective tenants.

                ARTICLE V. MAINTENANCE, REPAIRS, AND ALTERATIONS.

       5.1 Maintenance and Repairs by Landlord. The Landlord covenants to keep
the following in good repair as a prudent owner: (i) the structure of the
Building including exterior walls and roofs; and (ii) the entrances, sidewalks,
corridors, parking areas and other facilities from time to time comprising the
Common Areas. The cost of such maintenance and repairs shall be included in
Operating Costs. So long as the Landlord is acting in good faith, the Landlord
shall not be responsible for any damages caused to the Tenant by reason of
failure of any equipment or facilities serving the Building or delays in the
performance of any work for which the Landlord is responsible pursuant to this
Lease. Notwithstanding any other provisions of this Lease, if any part of the
Building is damaged or destroyed or requires repair, replacement, or alteration
as a result of the act or omission of the Tenant, its employees, agents,
invitees, licensees, or contractors, Landlord shall have the right to perform
same and the cost of such repairs, replacement, or alterations shall be paid by
the Tenant to the Landlord upon demand. In addition, if, in an emergency, it
shall become necessary to make promptly any repairs or replacements required to
be made by Tenant, Landlord may re-enter the Premises and proceed forthwith to
have the repairs or replacements made and pay the costs thereof. Upon demand,
Tenant shall reimburse Landlord for the cost of making the repairs.

       5.2 Maintenance and Repairs by Tenant. The Tenant shall, at its sole
cost, repair and maintain the Premises including, but not limited to, base
building mechanical and electrical systems, all to a standard consistent with a
first class building, with the exception only of those repairs which are the
obligation of the Landlord pursuant to this Lease. Without limiting the
generality of the foregoing, Tenant is specifically required to maintain and
make repairs to (i) the portion of any pipes, lines, ducts, wires, or conduits
contained within the Premises; (ii) windows, plate glass, doors, and any
fixtures or appurtenances composed of glass; (iii) Tenant's sign; (iv) any
heating or air conditioning equipment serving the Premises ("HVAC") (which shall
include, without limitation, a preventive maintenance HVAC service contract,
which service contract shall be entered into between Tenant and one of
Landlord's approved HVAC


                                      -7-
<PAGE>   14

contractors[; such service contract shall include, without limitation,
preventive HVAC maintenance no less than quarterly); (v) the Premises or the
Building when repairs to the same are necessitated by any act or omission of
Tenant, or the failure of Tenant to perform its obligations under this Lease.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LEASE, LANDLORD WILL BE
RESPONSIBLE FOR THE REPLACEMENT OF THE HVAC AIR HANDLER AND COMPRESSOR WHICH
SERVICE THE OFFICE SPACE (AND NOT THE WAREHOUSE SPACE) IN THE PREMISES, PROVIDED
TENANT SHALL HAVE MAINTAINED THE SERVICE CONTRACT, HAD ALL ROUTINE MAINTENANCE
CHECKS PROVIDED FOR UNDER THE CONTRACT, AND REPAIRED THE EQUIPMENT AS NEEDED,
AND PROVIDED THE REPLACEMENT IS NOT REQUIRED BECAUSE OF TENANT'S GROSS
NEGLIGENCE OR WILLFUL MALFEASANCE. All repair and maintenance performed by the
Tenant in the Premises shall be performed by contractors or workmen designated
or approved by the Landlord. At the expiration or earlier termination of the
Term, the Tenant shall surrender the Premises to the Landlord in as good
condition and repair as the Tenant is required to maintain the Premises
throughout the Term. Tenant shall also furnish, maintain, and replace all
electric light bulbs, tubes, and tube casings located within or serving the
Premises and Tenant's signage, all at Tenant's sole cost and expense. Landlord
will assign to Tenant the benefit of any manufacturer's warranties with respect
to the mechanical, electrical, and plumbing systems.

       5.3 Approval of Tenant's Alterations. No alterations (including, without
limitation, repairs, replacements, additions, or modifications to the Premises
by Tenant), other than minor or cosmetic alterations which are interior and
nonstructural, shall be made to the Premises without the Landlord's written
approval, which, as to exterior or structural alterations may be withheld in
Landlord's sole discretion. Any alterations by Tenant shall be performed at the
sole cost of the Tenant, by contractors and workmen approved by the Landlord, in
a good and workmanlike manner, and in accordance with all applicable laws and
regulations.

       5.4 Removal of Improvements and Fixtures. All leasehold improvements
(other than unattached, movable trade fixtures which can be removed without
damage to the Premises) shall at the expiration or earlier termination of this
Lease become the Landlord's property. The Tenant may, during the Term, in the
usual course of its business, remove its trade fixtures, provided that the
Tenant is not in default under this Lease; and the Tenant shall, at the
expiration or earlier termination of the Term, at its sole cost, remove such of
the leasehold improvements (except for improvements installed by Landlord prior
to the Commencement Date) and trade fixtures in the Premises as the Landlord
shall require to be removed and restore the Premises to the condition existing
prior to such removal. The Tenant shall at its own expense repair any damage
caused to the Building by such removal. If the Tenant does not remove its trade
fixtures at the expiration or earlier termination of the Term, the trade
fixtures shall, at the option of the Landlord, become the property of the
Landlord and may be removed



                                      -8-
<PAGE>   15

from the Premises and sold or disposed of by the Landlord in such manner as it
deems advisable without any accounting to Tenant.

       5.5 Liens. The Tenant shall promptly pay for all materials supplied and
work done in respect of the Premises so as to ensure that no lien is recorded
against any portion of the Building or against the Landlord's or Tenant's
interest therein. If a lien is so recorded, the Tenant shall discharge it
promptly by payment or bonding. If any such lien against the Building or
Landlord's interest therein is recorded and not discharged by Tenant as above
required within fifteen (15) days following recording, the Landlord shall have
the right to remove such lien by bonding or payment and the cost thereof shall
be paid immediately from Tenant to Landlord. Landlord and Tenant expressly agree
and acknowledge that no interest of Landlord in the Premises or the Building
shall be subject to any lien for improvements made by Tenant in or for the
Premises, and the Landlord shall not be liable for any lien for any improvements
made by Tenant, such liability being expressly prohibited by the terms of this
Lease. In accordance with applicable law's of the State of Florida, Landlord has
filed in the Public Records of Miami-Dade County, Florida, a public notice
containing a true and correct copy of this paragraph, and Tenant hereby agrees
to inform all contractors and materialmen performing work in or for or supplying
materials to the Premises of the existence of said notice.

       5.6 Utilities. The Tenant shall pay to the Landlord, or as the Landlord
directs, all gas, electricity, water, and other utility charges applicable to
the Premises as separately metered or, if not so metered, as part of Tenant's
proportionate share of Increased Operating Costs. The Tenant shall pay the cost
of janitorial, garbage removal, and trash removal services for the Premises and
the cost of heating, ventilating, and air conditioning the Premises.

                      ARTICLE VI. INSURANCE AND INDEMNITY.

       6.1 Tenant's Insurance. The Tenant shall, throughout the Term (and any
other period when Tenant is in possession of the Premises), maintain at its sole
cost the following insurance:

              (A) All risks property insurance, naming the Tenant and the
Landlord as insured parties, containing a waiver of subrogation rights which the
Tenant's insurers may have against the Landlord and against those for whom the
Landlord is in law responsible including, without limitation, its directors,
officers, agents, and employees, and (except with respect to the Tenant's
chattels) incorporating a standard New York mortgagee endorsement (without
contribution). Such insurance shall insure property of every kind owned by the
Tenant in an amount not less than the full replacement cost thereof (new), with
such cost to be adjusted no less than annually.



                                      -9-
<PAGE>   16

              (B) Comprehensive general liability insurance. Such policy shall
contain inclusive limits per occurrence of not less than the amount specified in
the Lease Summary; provide for cross liability; and include the Landlord and any
mortgagee of Landlord as additional insureds.

              (C) Worker's compensation and employer's liability insurance in
compliance with applicable legal requirements.

              (D) Any other form of insurance which the Tenant or the Landlord,
acting reasonably, requires from time to time in form, in amounts, and for risks
against which a prudent tenant would insure.

       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 any mortgagee of Landlord; (iv)
contain an undertaking by the insurers to notify the Landlord by certified mail
not less than thirty (30) days prior to any material change, cancellation, or
termination, and (v) with respect to subsection (A), contain replacement cost,
demolition cost, and increased cost of construction endorsements. Certificates
of insurance on the Landlord's standard form or, if required by a 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 6.1, or should any such insurance not
be approved by either the Landlord or any mortgagee, and b) the Tenant does not
commence and continue to diligently cure such default within forty-eight (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. The Tenant shall not keep or use in the Premises any article which
may be prohibited by any fire or casualty insurance policy in force from time to
time covering the Premises or the Building.

       6.2 Loss or Damage. The Landlord shall not be liable for any death or
injury arising from or out of any occurrence in, upon, at, or relating to the
Building or damage to property of the Tenant or of others located on the
Premises or elsewhere in the Building, nor shall it be responsible for any loss
of or damage to any property of the Tenant or others from any cause, unless such
death, injury, loss, or damage results from the gross negligence or willful
misconduct of the Landlord. Without limiting the generality of the foregoing,
the Landlord shall , not be liable for any injury or damage to persons or
property resulting from fire, explosion, falling plaster, falling ceiling tile,



                                      -10-
<PAGE>   17

falling fixtures, steam, gas, electricity, water, rain, flood, or leaks from any
part of the Premises or from the pipes, sprinklers, appliances, plumbing works,
roof, windows, or subsurface of any floor or ceiling of the Building or from the
street or any other place or by dampness, or by any other cause whatsoever. The
Tenant agrees to indemnify the Landlord and hold it harmless from and against
any and all loss (including loss of Minimum Rent and additional rent payable in
respect to the Premises), claims, actions, damages, liability, and expense of
any kind whatsoever (including attorneys' fees and costs at all tribunal
levels), unless caused by the gross negligence or willful misconduct of Landlord
or its agents, arising from any occurrence in, upon, or at the Premises, or the
occupancy, use, or improvement by the Tenant or its agents or invitees of the
Premises or any part thereof, or occasioned wholly or in part by any act or
omission of the Tenant its agents, employees, and invitees or by anyone
permitted to be on the Premises by the Tenant.

       6.3 Landlord's Insurance. The Landlord shall throughout the Term carry:
(i) "all risk insurance on the Building and the machinery and equipment
contained therein or servicing the Building and owned by the Landlord (excluding
any property with respect to which the Tenant and other tenants are obliged to
insure pursuant to section 6.1 or similar sections of their respective leases);
(ii) public liability and property damage insurance with respect to the
Landlord's operations in the Building; and (iii) such other forms of insurance
as the Landlord or its mortgagee reasonably considers advisable. Such insurance
shall be in such reasonable amounts and with such reasonable deductibles as
would be carried by a prudent owner of a similar building, having regard to
size, age, and location.

                      ARTICLE VII. DAMAGE AND DESTRUCTION.

       7.1 Damage to Premises. If the Premises are partially destroyed due to
fire or other casualty, the Landlord shall diligently repair the Premises, to
the extent of its obligations under section 5.1, and Minimum Rent shall abate
proportionately to the portion of the Premises, if any, rendered untenantable
from the date of destruction or damage until the Landlord's repairs have been
substantially completed. If the Premises are totally destroyed due to fire or
other casualty, the Landlord shall diligently repair the Premises to the extent
only of its obligations pursuant to section 5.1, and Minimum Rent shall abate
entirely from the date of destruction or damage to such date which is the
earlier of (i) the date tenantable, or (ii) thirty (30) days after Landlord's
repairs have been substantially completed. Upon being notified by the Landlord
that the Landlord's repairs have been substantially completed, the Tenant shall
diligently perform all other work required to fully restore the Premises for use
in the Tenant's business, in every case at the Tenant's cost and without any
contribution to such cost by the Landlord, whether or not the Landlord has at
any time made any contribution to the cost of supply, installation, or
construction of leasehold improvements in the Premises. Tenant agrees that
during any period of reconstruction or repair of the Premises, it will continue
the



                                      -11-
<PAGE>   18

operation of its business within the Premises to the extent practicable. If all
or any part of the Premises shall be damaged by fire or other casualty and the
fire or other casualty is caused by the fault or neglect of Tenant or Tenant's
agents, guest, or invitees, rent and all other charges shall not abate.

       7.2 Termination for Damage. Notwithstanding section 7.1, if damage or
destruction which has occurred to the Premises or the Building is such that in
the reasonable opinion of the Landlord such reconstruction or repair cannot be
completed within one hundred twenty (120) days of the happening of the damage or
destruction, the Landlord may, at its option, terminate this Lease on notice to
the Tenant given within thirty (30) days after such damage or destruction and
the Tenant shall immediately deliver vacant possession of the Premises in
accordance with the terms of this Lease.

               ARTICLE VIII. ASSIGNMENT, SUBLEASES, AND TRANSFERS.

       8.1 Transfer by Tenant. The Tenant shall not enter into, consent to, or
permit a "Transfer" as hereinafter defined, without the prior written consent of
the Landlord in each instance, which consent shall not be unreasonably withheld.
For purposes of this Lease, "Transfer" means an assignment of this Lease in
whole or in part; a sublease of all or any part of the Premises; any transaction
whereby the rights of the Tenant under this Lease or to the Premises are
transferred to another; any mortgage or encumbrance of this Lease or the
Premises or any part thereof or other arrangement under which either this Lease
or the Premises become security for any indebtedness or other obligations; and
if Tenant is a corporation or a partnership, the transfer of a controlling
interest in the stock of the corporation or partnership interests, as
applicable. If there is a permitted Transfer, the Landlord may collect rent or
other payments from the transferee and apply the net amount collected to the
rent or other payments required to be paid pursuant to this Lease but no
acceptance by the Landlord of any payments by a transferee shall be deemed a
waiver of any provisions hereof regarding Tenant. Notwithstanding any Transfer,
the Tenant shall not be released from any of its obligations under this Lease.
The Landlord's consent to any Transfer shall be subject to the further condition
that if the Minimum Rent and additional rent pursuant to such Transfer exceeds
the Minimum Rent and additional rent payable under this Lease, the amount of
such excess shall be paid to the Landlord. If, pursuant to a permitted Transfer,
the Tenant receives from the transferee, either directly or indirectly, any
consideration other than Minimum Rent and additional rent for such Transfer,
either in the form of cash, goods, or services, the Tenant shall, upon receipt
thereof, pay to the Landlord an amount equivalent to such consideration.

       8.2 Assignment by Landlord. The Landlord shall have the unrestricted
right to sell, lease, convey, or otherwise dispose of the Building or any part
thereof and this Lease or any interest of the Landlord in this Lease. To the
extent that the purchaser



                                      -12-
<PAGE>   19

or assignee from the Landlord assumes the obligations of the Landlord under this
Lease, the Landlord shall thereupon and without further agreement be released of
all further liability under this Lease. If the Landlord sells its interest in
the Premises, it shall deliver the security deposit to the purchaser and the
Landlord will thereupon be released from any further liability with respect to
the security deposit or its return to the Tenant and the purchaser shall become
directly responsible to Tenant.

                              ARTICLE IX. DEFAULT.

       9.1 Defaults. A default by Tenant shall be deemed to have occurred
hereunder, if and whenever: (i) any Minimum Rent or Tenant's proportionate share
of Increased Operating Costs is not paid when due whether or not any notice or
demand for payment has been made by the Landlord; (ii) any other additional rent
is in arrears and is not paid within five (5) days after written demand by the
Landlord; (iii) the Tenant has breached any of its obligations in this Lease
(other than the payment of rent) and the Tenant fails to remedy such breach
within fifteen (15) days (or such shorter period as may be provided in this
Lease), or if such breach cannot reasonably be remedied within fifteen (15) days
(or such shorter period), then if the Tenant fails to immediately commence to
remedy and thereafter proceed diligently to remedy such breach, in each case
after notice in writing from the Landlord; (iv) the Tenant becomes bankrupt or
insolvent; (v) any of the Landlord's policies of insurance with respect to the
Building are canceled or adversely changed as a result of Tenant's use or
occupancy of the Premises; (vi) the business operated by Tenant in the Premises
shall be closed by governmental or court order for any reason; or (vii) there is
a violation of the Environmental Provisions of Section 3.4.

       9.2 Remedies. In the event of any default hereunder by Tenant, then
without prejudice to any other rights which it has pursuant to this Lease or at
law or in equity, the Landlord shall have the following rights and remedies,
which are cumulative and not alternative:

              (A) Landlord may cancel this Lease by notice to the Tenant and
retake possession of the Premises for Landlord's account. Tenant shall then quit
and surrender the Premises to Landlord. Tenant's liability under all of the
provisions of this Lease shall continue notwithstanding any expiration and
surrender, or any re-entry, repossession, or disposition hereunder.

              (B) Landlord may enter the Premises as agent of the Tenant to take
possession of any property of the Tenant on the Premises, to store such property
at the expense and risk of the Tenant or to sell or otherwise dispose of such
property in such manner as the Landlord may see fit without notice to the
Tenant. Re-entry and removal may be effectuated by summary dispossess
proceedings, by any suitable action or



                                      -13-
<PAGE>   20

proceeding, or otherwise. Landlord shall not be liable in any way in connection
with its actions pursuant to this section, to the extent that its actions are in
accordance with law.

              (C) If this Lease is canceled under subsection (A) above, Tenant
shall remain liable (in addition to accrued liabilities) to the extent legally
permissible for all rent and all of the charges Tenant would have been required
to pay until the date this Lease would have expired had such cancellation not
occurred. Tenant's liability for rent shall continue notwithstanding re-entry or
repossession of the Premises by Landlord. In addition to the foregoing, Tenant
shall pay to Landlord such sums as the court which has jurisdiction thereover
may adjudge as reasonable attorneys' fees with respect to any successful lawsuit
or action instituted by Landlord to enforce the provisions of this Lease.

              (D) Landlord may relet all or any part of the Premises for all or
any part of the unexpired portion of the Term of this Lease or for any longer
period, and may accept any rent then attainable; grant any concessions of Rent,
and agree to paint or make any special repairs, alterations, and decorations for
any new Tenant as it may deem advisable in its sole and absolute discretion.
Landlord shall be under no obligation to relet or to attempt to relet the
Premises.

              (E) If this Lease is canceled in accordance with subsection (A)
above, and Landlord so elects, the rent hereunder shall be accelerated and
Tenant shall pay Landlord damages in the amount of any and all sums which would
have been due for the remainder of the Term.

              (F) Landlord may remedy or attempt to remedy any default of the
Tenant under this Lease for the account of the Tenant and to enter upon the
Premises for such purposes. No notice of the Landlord's intention to perform
such covenants need be given the Tenant unless expressly required by this Lease.
The Landlord shall not be liable to the Tenant for any loss or damage caused by
acts of the Landlord In remedying or attempting to remedy such default and the
Tenant shall pay to the Landlord all expenses incurred by the Landlord in
connection with remedying or attempting to remedy such default. Any expenses
incurred by Landlord shall accrue interest from the date of payment by Landlord
until repaid by Tenant at the highest rate permitted by law.

       9.3 Costs. The Tenant shall pay to the Landlord on demand all costs
incurred by the Landlord, including attorneys, fees and costs at all tribunal
levels, incurred by the Landlord in enforcing any of the obligations of the
Tenant under this Lease. In addition, upon any default by Tenant, Tenant shall
be also liable to Landlord for the expenses to which Landlord may be put in
re-entering the Premises; repossessing the Premises; painting, altering, or
dividing the Premises; combining the Premises with an adjacent space for any new
tenant; putting the Premises in proper repair; protecting and



                                      -14-
<PAGE>   21

preserving the Premises by placing watchmen and caretakers therein; reletting
the Premises (including attorneys' fees and disbursements, marshall's fees, and
brokerage fees, in so doing); and any other expenses reasonably incurred by
Landlord.

       9.4 Additional Remedies; Waiver. The rights and remedies of Landlord set
forth herein shall be in addition to any other right and remedy now and
hereinafter provided by law. All rights and remedies shall be cumulative and
non-exclusive of each other. No delay or omission by Landlord in exercising a
right or remedy shall exhaust or impair the same or constitute a waiver of, or
acquiescence to, a default.

       9.5 Default by Landlord. In the event of any default by Landlord,
Tenant's exclusive remedy shall be an action for damages, but prior to any such
action Tenant will give Landlord written notice specifying such default with
particularity, and Landlord shall have a period of thirty (30) days following
the date of such notice in which to commence the appropriate cure of such
default. Unless and until Landlord fails to commence and diligently pursue the
appropriate cure of such default after such notice or complete same within a
reasonable period of time, Tenant shall not have any remedy or cause of action
by reason thereof. Notwithstanding any provision of this Lease, Landlord shall
not at any time have any personal liability under this Lease. In the event of
any breach or default by Landlord of any term or provision of this Lease, Tenant
agrees to look solely to the equity or interest then-owned by Landlord in the
Building, and in no event shall any deficiency judgment be sought or obtained
against Landlord.

                 ARTICLE X. ESTOPPEL CERTIFICATE; SUBORDINATION.

       10.1 Estoppel Certificate. Within ten (10) days after written request by
the Landlord, the Tenant shall deliver in a form supplied by the Landlord, an
estoppel certificate to the Landlord as to the status of this Lease, including
whether this Lease is unmodified and in full force and effect (or, if there have
been modifications, that this Lease is in full force and effect as modified and
identifying the modification agreements); the amount of Minimum Rent and
additional rent then being paid and the dates to which same have been paid;
whether or not there is any existing or alleged default by either party with
respect to which a notice of default has been served, or any facts exist which,
with the passing of time or giving of notice, would constitute a default and, if
there is any such default or facts, specifying the nature and extent thereof;
and any other matters pertaining to this Lease as to which the Landlord shall
request such certificate. The Landlord, and any prospective purchaser, lender,
or ground lessor shall have the right to rely on such certificate.

       10.2 Subordination; Attornment. This Lease and all rights of the Tenant
shall be subject and subordinate to any and all mortgages, security agreements,
or like instruments resulting from any financing, refinancing, or collateral
financing (including renewals or extensions thereof), and to any and all ground
leases, made or arranged



                                      -15-
<PAGE>   22

by Landlord of its interests in all or any part of the Building), from time to
time in existence against the Building, whether now existing or hereafter
created; provided, however, that, so long as no default or event which, with the
passing of time or giving of notice would constitute a default, exists under
this Lease, any such lender or ground lessor shall not disturb Tenant's
possession of the Premises by joining Tenant as a defendant in a foreclosure or
eviction proceeding. Such subordination shall not require any further instrument
to evidence such subordination. However, on request, the Tenant shall further
evidence its agreement to subordinate this Lease and its rights under this Lease
to any and all documents and to all advances made under such documents. The form
of such subordination shall be made as required by the Landlord, its lender, or
ground lessor. Tenant shall, if requested by such mortgagee, owner, or
purchaser, or by any person succeeding to the interest of such mortgagee, owner,
or purchaser, as the result of the enforcement of the remedies provided by law
or the applicable security instrument held by such mortgagee, owner, or
purchaser, automatically become the tenant of any such mortgagee, owner,
purchaser, or successor-in-interest, without any change in the terms or other
provisions of this Lease; provided, however, that said mortgagee, owner,
purchaser, or successor shall not be bound by (a) any payment of rent or
additional rent for more than one month in advance, or (b) any security deposit
or the like not actually received by such mortgagee, owner, or purchaser, or
successor, or (c) any amendment or modification in this Lease made without the
consent of such mortgagee, owner, purchaser, or successor, or (d) any
construction obligation, free rent, or other concession or monetary allowance,
or (e) any set-off, counterclaim, or the like otherwise available against
Landlord, or (f) any act or omission of any prior landlord (including Landlord).
Upon request by said mortgagee, owner, or purchaser, or successor, Tenant shall
execute and deliver an instrument or instruments confirming its attornment.

                  ARTICLE XI. CONTROL OF BUILDING BY LANDLORD.

       11.1 Use and Maintenance of Common Areas. The Tenant and those doing
business with Tenant for purposes associated with the Tenant's business on the
Premises, shall have a non-exclusive license to use the Common Areas for their
intended purposes during normal business hours in common with others entitled
thereto and subject to any rules and regulations imposed by the Landlord. The
Landlord shall keep the Common Areas in good repair and condition and shall
clean the Common Areas when necessary. Landlord shall not be liable for any
damage to automobiles of any nature whatsoever to, or any theft of, automobiles
or other vehicles or the contents thereof, while in or about the parking lots.
The Tenant acknowledges that its non-exclusive right to use any parking
facilities forming part of the Building may be subject to such rules and
regulations as reasonably imposed by the Landlord from time to time. The Tenant
acknowledges that all Common Areas shall at all times be under the exclusive
control and management of the Landlord. For purposes of this Lease, "Common
Areas" shall mean those areas, facilities, utilities, improvements, equipment,



                                      -16-
<PAGE>   23

and installations of the Building which serve or are for the benefit of the
tenants of more than one component of the Building and which are not designated
or intended by the Landlord to be leased, from time to time, or which are
provided or designated from time to time by the Landlord for the benefit or use
of all tenants in the Building, their employees, customers, and invitees, in
common with others entitled to the use or benefit of same.

       11.2 Alteration by Landlord. The Landlord may (i) alter, add to, subtract
from, construct improvements on, re-arrange, and construct additional facilities
in, adjoining, or proximate to the Building; (ii) relocate the facilities and
improvements in or comprising the Building or erected on the land; (iii) do such
things on or in the Building as required to comply with any laws, by-laws,
regulations, orders, or directives affecting the land or any part of the
Building; and (iv) do such other things on or in the Building as the Landlord,
in the use of good business judgment determines to be advisable, provided that
notwithstanding anything contained in this section 11.2, access to the Premises
shall be available at all times. The Landlord shall not be in breach of its
covenants for quiet enjoyment or liable for any loss, costs, or damages, whether
direct or indirect, incurred by the Tenant due to any of the foregoing.

       11.3 Covenants, Conditions and Restrictions. Tenant hereby acknowledges
and agrees that the Building of which the Premises is a part, and Tenant's
occupancy thereof, is subject to certain declarations and agreements (the
"Declaration"), which Declaration has been recorded among the Public Records of
Miami-Dade County, Florida. Copies of the Declaration are located at Landlord's
management office and may be reviewed by Tenant during Landlord's normal
business hours. Tenant hereby acknowledges the existence of such Declaration and
agrees to be bound by the terms thereof (and any amendments or modifications
thereto). Tenant hereby agrees to reimburse Landlord, within five (5) days after
demand therefor, for the proportionate share of Common Expenses attributable to
the Premises, as described in the Declaration.

       11.4 Tenant Relocation. Landlord shall have the right, at any time upon
sixty (60) days written notice to Tenant, to relocate Tenant into other space
within the Building comparable to the Premises. Upon such relocation, such new
space shall be deemed the Premises and the prior space originally demised shall
in all respects be released from the effect of this Lease. If the Landlord
elects to relocate Tenant as above described, (i) the new space shall contain
approximately the same as, or greater usable area than the original space, (ii)
the Landlord shall improve the new space, at Landlord's sole cost, to at least
the standards of the original space (iii) the Landlord shall pay the reasonable
costs of moving Tenant's trade fixtures and furnishings from the original space
to the new space, (iv) as total compensation for all other costs, expenses, and
damages which Tenant may suffer in connection with the relocation, including but
not limited to, lost profit or business interruption, no Minimum Rent or



                                      -17-
<PAGE>   24

Operating Costs shall be due or payable for the first full calendar month of
Tenant's occupancy of the new space, and Landlord shall not be liable for any
further indirect or special expenses of Tenant resulting from the relocation,
(v) Minimum Rent, Tenant's proportionate share of Operating Costs, and all other
charges hereunder shall be the same for the new space as for the original space,
notwithstanding that the new space may be larger than the original space, and
(vi) all other terms of this Lease shall apply to the new space as the Premises,
except as otherwise provided in this paragraph.

                           ARTICLE XII. CONDEMNATION.

       12.1 Total or Partial Taking. If the whole of the Premises, or such
portion thereof as will make the Premises unusable for the purposes leased
hereunder, shall be taken by any public authority under the power of eminent
domain or sold to public authority under threat or in lieu of such taking, the
Term shall cease as of the day possession or title shall be taken by such public
authority, whichever is earlier ("Taking Date"), whereupon the rent and all
other charges shall be paid up to the Taking Date with a proportionate refund by
Landlord of any rent and all other charges paid for a period subsequent to the
Taking Date. If less than the whole of the Premises, or less than such portion
thereof as will make the Premises unusable for the purposes leased hereunder,
the Term shall cease only as to the part so taken as of the Taking Date, and
Tenant shall pay rent and other charges up to the Taking Date, with appropriate
credit by Landlord (toward the next installment of rent due from Tenant) of any
rent or charges paid for a period subsequent to the Taking Date. Minimum Rent
and other charges payable to Landlord shall be reduced in proportion to the
amount of the Premises taken.

       12.2 Taking For Temporary Use. If there is a taking of the Premises for
temporary use, this Lease shall continue in full force and effect, and Tenant
shall continue to comply with Tenant's obligations under this Lease, except to
the extent compliance shall be rendered impossible or impracticable by reason of
the taking. Minimum Rent and other charges payable to Landlord shall be reduced
in proportion to the amount of the Premises taken for the period of such
temporary use.

       12.3 Award. All compensation awarded or paid upon a total or partial
taking of the Premises or Building including the value of the leasehold estate
created hereby shall belong to and be the property of Landlord without any
participation by Tenant; Tenant shall have no claim to any such award based on
Tenant's leasehold Interest. However, nothing contained herein shall be
construed to preclude Tenant, at its cost, from independently prosecuting any
claim directly against the condemning authority in such condemnation proceeding
for damage to, or cost of removal of, stock, trade fixtures, furniture, and
other personal property belonging to Tenant; provided, however, that no such
claim shall diminish or otherwise adversely affect Landlord's award or the award
of any mortgagee.



                                      -18-
<PAGE>   25

                          ARTICLE XIII.  GENERAL PROVISIONS.

       13.1 Delay. Except as expressly provided in this Lease, whenever the
Landlord or Tenant is delayed in the fulfillment of any obligation under this
Lease, other than the payment of rent or other charges, by an unavoidable
occurrence which is not the fault of the party delayed in performing such
obligation, then the time for fulfillment of such obligation shall be extended
during the period in which such circumstances operate to delay the fulfillment
of such obligation.

       13.2 Holding Over. If the Tenant remains in possession of the Premises
after the end of the Term without having executed and delivered a new lease or
an agreement extending the Term, there shall be no tacit renewal, of this Lease
or the Term, and the Tenant shall be deemed to be occupying the Premises as a
Tenant from month to month at a monthly Minimum Rent payable in advance on the
first day of each month equal to twice the monthly amount of Minimum Rent
payable during the last month of the Term, and otherwise upon the same terms as
are set forth in this Lease, so far as they are applicable to a monthly tenancy.

       13.3 Waiver, Partial Invalidity. If either the Landlord or Tenant excuses
or condones any default by the other of any obligation under this Lease, this
shall not be a waiver of such obligation in respect of any continuing or
subsequent default and no such waiver shall be implied. All of the provisions of
this Lease are to be construed as covenants even though not expressed as such.
If any such provision is held or rendered illegal or unenforceable it shall be
considered separate and severable from this Lease and the remaining provisions
of this Lease shall remain in force and bind the parties as though the illegal
or unenforceable provision had never been included in this Lease.

       13.4 Recording. Neither the Tenant nor anyone claiming under the Tenant
shall record this Lease or any memorandum hereof in any public records without
the prior written consent of the Landlord.

       13.5 Notices. Any notice, consent, or other instrument required or
permitted to be given under this Lease shall be in writing and shall be
delivered in person, or sent by certified mail, return receipt requested, or
overnight express mail courier, postage prepaid, addressed (i) if to Landlord,
at the address set forth on the Lease Summary; and (ii) if to the Tenant, at the
Premises (AS REFLECTED IN THE LEASE SUMMARY) or, prior to Tenant's occupancy of
the Premises, at the address set forth on the Lease Summary. Any such notice or
other instruments shall be deemed to have been given and received on the day
upon which personal delivery is made or, if mailed, then forty-eight (48) hours
following the date of mailing. Either party may give notice to the other of any
change of address and after the giving of such notice, the address therein
specified is deemed to be the address of such party for the giving of notices.
If postal service is



                                      -19-
<PAGE>   26

interrupted or substantially delayed, all notices or other instruments shall be
delivered in person or by overnight express mail courier.

       13.6 Successors; Joint and Several Liability. The rights and liabilities
created by this Lease extend to and bind the successors and assigns of the
Landlord and the heirs, executors, administrators, and permitted successors and
assigns of the Tenant. No rights, however, shall inure to the benefit of any
transferee unless such Transfer complies with the provisions of Article VIII. If
there is at any time more than one Tenant or more than one person constituting
the Tenant, their covenants shall be considered to be joint and several and
shall apply to each and every one of them.

       13.7 Captions and Section Numbers. The captions, section numbers, article
numbers, and table of Contents appearing in this Lease are inserted only as a
matter of convenience and in no way affect the substance of this Lease.

       13.8 Extended Meanings. The words "hereof," "hereto," "hereunder," and
similar expressions used in this Lease relate to the whole of this Lease and not
only to the provisions in which such expressions appear. This Lease shall be
read with all changes in number and gender as may be appropriate or required by
the context. Any reference to the Tenant includes, when the context allows, the
employees, agents, invitees, and licensees of the Tenant and all others over
whom the Tenant might reasonably be expected to exercise control. This Lease has
been fully reviewed and negotiated by each party and their counsel and shall not
be more strictly construed against either party.

       13.9 Entire Agreement; Governing Law; Time. This Lease and the Exhibits
and Riders, if any, attached hereto are incorporated herein and set forth the
entire agreement between the Landlord and Tenant concerning the Premises and
there are no other agreements or understandings between them. This Lease and its
Exhibits and Riders may not be modified except by agreement in writing executed
by the Landlord and Tenant. This Lease shall be construed in accordance with and
governed by the laws of the State of Florida. Time is of the essence of this
Lease.

       13.10 No Partnership. Nothing in this Lease creates any 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.

       13.11 Quiet Enjoyment. If the Tenant pays rent and other charges and
fully observes and performs all of its obligations under this Lease, the Tenant
shall be entitled to peaceful and quiet enjoyment of the Premises for the Term
without interruption or interference by the Landlord or any person claiming
through the Landlord.



                                      -20-
<PAGE>   27

       13.12 Brokerage. Landlord and Tenant each represent and warrant one to
the other that except as set forth in the Lease summary, neither of them has
employed any broker in connection with the negotiations of the terms of this
Lease or the execution thereof. Landlord and Tenant hereby agree to indemnify
and to hold each other harmless against any loss, expense, or liability with
respect to any claims for commissions or brokerage fees arising from or out of
any breach of the foregoing representation and warranty. Landlord recognizes the
broker(s) specified in the Lease Summary as the sole broker(s) with whom
Landlord has dealt in this transaction and agrees to pay any commissions
determined to be due said broker(s). Tenant acknowledges that Codina Realty
Services, Inc.o Oncor International represents solely the Landlord with respect
to this Lease.

       13.13 Consent. Whenever Tenant requests the consent of Landlord, to an
assignment, a sublease, construction, or otherwise, Tenant shall pay all of
Landlord's fees and costs associated with such consent and the transaction for
which consent is requested, including but not limited to attorneys' fees and
costs, courier and overnight mail charges, credit review, architect's or
engineer's review, and similar fees and costs. Consent by Landlord to one
transaction shall not be deemed consent to future transactions of the same type.

       13.14 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHT TO
A JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE.

       EXECUTED as of the day and year first above written.


WITNESSES:                                  LANDLORD:

                                            GRAN CENTRAL CORPORATION,
                                            a Florida corporation

                                            By: THE ST. JOE COMPANY, a
                                                Florida corporation, its agent


/s/ Susan C. McMillan                           By:/s/ G. John Carey
------------------------------                     -----------------------------
Print Name:Susan C. McMillan                    Print Name: G. John Carey
           -------------------                              --------------------
                                                            Vice President

/s/ Kimberly D. Popvich                         [corporate seals]
------------------------------
Print Name:Kimberly D. Popvich
           -------------------


                                         -21-

<PAGE>   28


                                               TENANT:

                                               AMERICAN AIRCARRIERS SUPPORT,
                                               INCORPORATED, A DELAWARE
                                               CORPORATION


                                               By:/s/ Karl Brown
------------------------------                    ------------------------------
Print Name:                                    Print Name:Karl Brown
           -------------------                            ----------------------
                                               Title:   CEO
                                                     ---------------------------
                                                     [corporate seal]
------------------------------
Print Name:
           -------------------



<PAGE>   29


                                   EXHIBIT "A"

                             FLOOR PLAN OF PREMISES


<PAGE>   30


                                   EXHIBIT "B"

                     LEGAL DESCRIPTION OF BUILDING AND LAND

LOT 2, BLOCK 10 OF "GRAN PARK THIRD ADDITION" ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK 149, PAGE 9 OF THE PUBLIC RECORDS OF MIAMI-DADE
COUNTY, FLORIDA.


<PAGE>   31


                                   EXHIBIT "C"

                              RULES AND REGULATIONS


       1. Security. The Landlord may from time to time adopt appropriate systems
and procedures for the security or safety of the Building, any persons
occupying, using, or entering the same, or any equipment, furnishings, or
contents thereof, and the Tenant shall comply with the Landlord's reasonable
requirements relative thereto.

       2. Return of Keys. At the end of the Term, the Tenant shall promptly
return to the Landlord all keys for the Building and Premises which are in the
possession of the Tenant. In the event any Tenant fails to return keys, Landlord
may retain $50.00 of Tenant's security deposit for locksmith work and
administration.

       3. Repair, Maintenance, Alterations, and Improvements. The Tenant shall
carry out Tenant's repair, maintenance, alterations, and improvements in the
Premises only during times agreed to in advance by the Landlord and in a manner
which will not interfere with the rights of other tenants in the Building.

       4. Water Fixtures. The Tenant shall not use water fixtures for any
purpose for which they are not intended, nor shall water be wasted by tampering
with such fixtures. Any cost or damage resulting from such misuse by the Tenant
shall be paid for by the Tenant.

       5. Personal Use of Premises. The Premises shall not be used or permitted
to be used for residential, lodging, or sleeping purposes or for the storage of
personal effects or property not required for business purposes.

       6. Heavy Articles. The Tenant shall not place in or move about the
Premises with Landlord's prior written consent any safe or other heavy article
which in the Landlord's reasonable opinion may damage the Building, and the
Landlord may designate the location of any such heavy articles in the Premises.

       7. Bicycles, Animals. The Tenant shall not bring any animals or birds
into the Building, and shall not permit bicycles or other vehicles inside or on
the sidewalks outside the Building except in areas designated from time to time
by the Landlord for such purposes.

       8. Deliveries. The Tenant shall ensure that deliveries of supplies,
fixtures, equipment, furnishings, wares, and merchandise to the Premises are
made through such entrances, elevators, and corridors and at such times as may
from time to time be designated by the Landlord, and shall promptly pay or cause
to be paid to the Landlord the cost of repairing any damage in the Building
caused by any person making improper deliveries.

<PAGE>   32


       9. Solicitations. The Landlord reserves the right to restrict or prohibit
canvassing, soliciting, or peddling in the Building.

       10. Food and Beverages. Only persons approved from time to time by the
Landlord may prepare, solicit orders for, sell, serve, or distribute foods or
beverages in the Building, or use the Common Areas for any such purpose. Except
with the Landlord's prior written consent and in accordance with arrangements
approved by the Landlord, the Tenant shall not permit on the Premises the use of
equipment for dispensing food or beverages or for the preparation, solicitation
of orders for, sale, serving, or distribution of food or beverages.

       11. Refuse. The Tenant shall place all refuse in proper receptacles
provided by the Tenant at its expense in the Premises or in receptacles (if any)
provided by the Landlord for the Building, and shall keep sidewalks and
driveways outside the Building, and lobbies, corridors, stairwells, ducts, and
shafts of the Building, free of all refuse.

       12. Obstructions. The Tenant shall not obstruct or place anything in or
on the sidewalks or driveways outside the Building or in the lobbies, corridors,
stairwells, or other Common Areas, or use such locations for any purpose except
access to and exit from the Premises without the Landlord's prior written
consent. The Landlord may remove at the Tenant's expense any such obstruction or
thing caused or placed by the Tenant (and unauthorized by the Landlord) without
notice or obligation to the Tenant.

       13. Proper Conduct. The Tenant shall not conduct itself in any manner
which is inconsistent with the character of the Building as a first quality
building or which will impair the comfort and convenience of other tenants in
the Building.

       14. Employees, Agents, and Invitees. In these Rules and Regulations,
"Tenant" includes the employees, agents, invitees, and licensees of the Tenant
and others permitted by the Tenant to use or occupy the Premises.

       15. Parking. If the Landlord designates tenant parking areas for the
Building, the Tenant shall park its vehicles and shall cause its employees and
agents to park their vehicles only in such designated parking areas. The Tenant
shall furnish the Landlord, upon request, with the current license numbers of
all vehicles owned or used by the Tenant or its employees or agents and the
Tenant thereafter shall notify the Landlord of any changes in such numbers
within five (5) days after the occurrence thereof. In the event of failure of
the Tenant or its employees or agents to park their vehicles in such designated
parking areas, the Tenant shall forthwith on demand pay to the Landlord the sum
of Twenty and No/100 ($20.00) Dollars per day per each car so parked. Landlord
may itself or through any agent designated for such purpose, make, administer,
and enforce additional rules and regulations regarding parking by tenants and by
their employees or agents, including, without limitation, rules and regulations
permitting the Landlord or such agent to move any vehicles improperly

                                       -2-

<PAGE>   33

parked to the designated tenant or employee parking areas. No disabled vehicle
shall be left in the parking areas of the Building for more than 24 hours.



                                       -3-

<PAGE>   34


                                   EXHIBIT "D"

                              WORK LETTER AGREEMENT


       THIS WORK LETTER AGREEMENT (the "Work Letter"), dated as of 8 April,
1999, is attached to and made part of that certain Lease by and between Gran
Central Corporation, a Florida corporation (the "Landlord"), and AMERICAN
AIRCARRIERS SUPPORT, INCORPORATED, A DELAWARE CORPORATION (the "Tenant"). The
terms, definitions, and other provisions of the Lease are hereby incorporated
into this Work Letter by reference as if set forth in full.

       IN CONSIDERATION OF the execution of the Lease and the mutual covenants
and conditions hereinafter set forth, Landlord and Tenant agree as follows:

       (a) Landlord, at its expense (subject to the provisions of paragraph (e),
below), will cause Substantial Completion, as hereinafter defined, of the tenant
improvements (the "Tenant Improvements") to the Premises, in accordance with
plans and specifications for the Premises to be prepared by Tenant's architect,
at Tenant's expense (except as otherwise expressly provided below). Tenant's
architect and engineer for purposes of the plans and specifications for the
Tenant Improvements are subject to the prior written approval of Landlord, which
will not be unreasonably withheld or delayed. If Tenant elects to retain
Landlord's architect and/or engineer, such architect and/or engineer shall
nonetheless be considered to be Tenant's agent(s) for purposes of this Work
Letter. Tenant agrees to furnish to Landlord within five (5) business days after
the date of the Lease, a detailed set of plans and specifications for the Tenant
Improvements, time being of the essence with respect to the delivery of the
plans and specifications (and any revisions thereto). The plans and
specifications shall be in a form sufficient to obtain a building permit from
Metropolitan Miami-Dade County, Florida. The plans and specifications shall be
subject to Landlord's review and approval. Landlord shall accept or notify
Tenant of its objections to the plans and specifications within five (5) days
after receipt thereof. If Landlord requires more than five (5) days to approve
the plans and specifications, Landlord shall not be deemed to be in default
hereunder or otherwise liable in damages to Tenant. Should Tenant fail to submit
the plans and specifications within the time period set forth above, or if
Tenant fails to make any modifications Landlord may require within five (5) days
of notice thereof, then each such event shall be deemed to be a Tenant's delay
as described below. Notwithstanding Landlord's review and approval of the plans
and specifications, Landlord assumes no responsibility whatsoever, and shall not
be liable, for the manufacturer's, architect's, or engineer's design or
performance of any structural, mechanical, electrical, or plumbing systems or
equipment of Tenant. Once Landlord approves the plans and specifications, Tenant
shall, at Tenant's expense, provide Landlord with three (3) sets of the plans
and specifications which shall be signed and dated by both parties, with two
sets retained by Landlord and one set retained by Tenant. Changes to the plans
and specifications shall be made only by written addendum signed by both
parties. Tenant, at Tenant's expense, shall provide additional sets of the plans
and specifications upon request by Landlord. "Substantial

<PAGE>   35

Completion" shall mean that a certificate of occupancy has been obtained for the
Premises and that the Tenant Improvements are sufficiently complete so as to
allow Tenant to occupy the Premises for the use and purposes intended without
unreasonable disturbance or interruption; provided that Landlord, its employees,
agents, and contractors, shall be allowed to enter upon the Premises at any
reasonable time(s) following Substantial Completion as necessary to complete any
unfinished details pursuant to a punchlist to be prepared by Tenant and
delivered to Landlord within thirty (30) days following the date of Substantial
Completion.

       (b) Within five (5) days following receipt of the final approved plans
and specifications for the Premises, Landlord shall have its contractor(s)
prepare an estimated budget (the "Construction Budget") of the cost of the
Tenant Improvements, and shall submit same to Tenant. The Construction Budget
shall be in reasonable detail and shall reflect a unit cost for all improvements
which is reasonable in amount, given the then current market conditions
pertinent to labor and material costs for such construction. The cost of the
Tenant Improvements, as set forth in the Construction Budget, shall also include
the cost of all utilities, air conditioning, and other services provided during
construction, plus a construction coordination fee equal to ten (10%) percent of
the cost of all non-Building-standard items reflected in the plans and
specifications, in order to reimburse Landlord for its time and expense involved
in the management and supervision of such non-standard items. The Construction
Budget shall be used as a basis for calculating Tenant's Costs, as hereinafter
defined, if any. Within five (5) days after receipt of the Construction Budget,
Tenant shall either approve the Construction Bid as submitted or provide
Landlord with modifications to the plans and specifications. If Tenant fails to
approve the Construction Budget or submit modifications to the plans and
specifications, for any reason whatsoever, within five (5) days, then either of
such events shall be deemed to be a delay caused by Tenant. If Tenant timely
submits modifications to the plans and specifications, Landlord shall, within
five (5) business days, review and approve the modified plans and specifications
(and provide a revised Construction Budget), or disapprove the modified plans
and specifications (and give Tenant its reasons for disapproval). If Tenant so
submits modified plans and specifications, then the time from such submission
until a Construction Budget is finally acknowledged and approved shall be deemed
to be a delay in Substantial Completion caused by Tenant. Following final
completion of the Tenant Improvements, Landlord shall provide Tenant with a
statement of actual costs thereof, including the cost of any approved change
orders. Landlord's general contractor shall be licensed and insured in the State
of Florida and Miami-Dade County.

       (c) Upon Substantial Completion of the Premises, Tenant, at its expense,
shall install its furniture, trade fixtures, and equipment so that Tenant can
occupy the Premises for the use and purposes intended, Tenant may begin to
install such items prior to Substantial Completion; provided, however, that no
such pre-Substantial Completion installation shall in any way delay or interfere
with Landlord's work pursuant to this Work Letter and Tenant shall arrange a
meeting to coordinate with Landlord prior to any such pre-Substantial Completion
installation. Any such pre-Substantial


                                       -2-

<PAGE>   36

Completion installation of furniture, fixtures, and equipment shall be at
Tenant's sole risk, and if at any time such entry shall cause disharmony,
impediment, or interference with Landlord's work, then Tenant's right to enter
the Premises prior to Substantial Completion may be withdrawn by Landlord upon
48 hours' notice to Tenant. Such access shall at all times be subject to the
Landlord's rules and regulations regarding such access, If the parties agree
that Tenant will undertake to construct or install -some portion of the Tenant
Improvements or retain its own subcontractors to perform any other work, Tenant
shall only use contractor(s), subcontractor(s), or material supplier(s) first
approved by Landlord ("Tenant's Contractors"). Tenant shall be responsible for
obtaining all necessary permits and approvals at Tenant's sole expense in
connection with the work performed by Tenant's Contractors. Tenant shall advise
Tenant's Contractors that no interest of Landlord in the Premises or Building
shall be subject to liens to secure payment of any amount due for work performed
or materials installed in the Premises and that Landlord has recorded a notice
to that effect in the Public Records of Miami-Dade County, Florida. Landlord
shall permit Tenant and Tenant's Contractors to enter the Premises to accomplish
any work as agreed, however, Tenant agrees to insure that Tenant's Contractors
do not impede Landlord's contractor(s) in performance of their respective tasks.
Landlord shall not be liable in any way for any injury, loss, damage, or delay
which may be caused by or arise from such entry by Tenant, its employees, or
Tenant's Contractors, and Tenant agrees to indemnify and hold harmless Landlord,
its agents, and employees from and against any and all costs, expenses, damage,
loss, or liability, including, but not limited to, reasonable attorneys' fees
and costs, which arise out of, is occasioned by, or is in any way attributable
to the work being performed by Tenant's Contractors. Prior to any work being
performed by any Tenant's Contractor, Tenant shall provide to Landlord
certificates of insurance evidencing that Tenant has the required comprehensive
general liability insurance required of Tenant under the Lease, as well as
certificates of insurance in forms and in amounts satisfactory to Landlord
evidencing that each Tenant's Contractor has in effect (and shall maintain at
all times during the course of the work hereunder) workers' compensation
insurance to cover full liability under workers' compensation laws of the State
of Florida with employers' liability coverage and comprehensive general
liability and builders risk insurance for the hazards of operations, independent
contractors, products and completed operations.

       (d) Tenant shall be responsible for any delay (including associated
costs) in Substantial Completion resulting from any of the following causes:

              (i) Tenant's failure to timely submit (or submit to Landlord any
proposed modifications or additions to) the plans and specifications, unless
such failure is due to causes beyond Tenant's control (except that delays by
Tenant's architect and/or engineer shall be deemed to be a delay caused by
Tenant); or

              (ii) Tenant's failure to pay any portion of Tenant's Costs, as
hereinafter defined, when due; or


                                       -3-

<PAGE>   37

              (iii) Tenant's specification of special materials or finishes, or
special installations, which special items cannot be delivered or completed
within Landlord's construction schedule (subject to Landlord's obligation to
give Tenant prior notice of same at the time of such specification); or

              (iv) any change in the plans and specifications caused by Tenant
once finally approved and accepted by Landlord, even though Landlord may approve
such change (Landlord agrees to estimate the delay to be caused by a change
order, provided Tenant expressly requests such estimate at the time it requests
a change order); or

              (v) any other delay in Substantial Completion directly
attributable to the negligent or willful acts or omissions of Tenant, its
employees, or agents.

       If any delay caused by Tenant results in or contributes to a delay in
Substantial Completion, then Substantial Completion shall be deemed to have
occurred as of the date Landlord would have otherwise achieved Substantial
Completion, but for Tenant's delay. Landlord will specify in writing to Tenant
the Tenant delay(s) which resulted in or contributed to a delay in Substantial
Completion.

       (e) Landlord's Building-standard specifications for the warehouse portion
and the office portion of the Premises are attached hereto and made a part
hereof as Exhibit "D-l." To the extent that the plans and specifications reflect
that the Tenant Improvements are comprised entirely of Landlord's
Building-standard methods and materials, then Landlord will be responsible to
reimburse Tenant for the fees and costs incurred with respect to preparation of
the plans and specifications. In addition, to the extent that the Tenant
Improvements to the Premises are comprised entirely of Landlord's
Building-standard methods and materials, then Landlord's contractors shall
construct the Tenant Improvements, at Landlord's expense. Any and all
non-Building- standard improvements to the Premises (including, without
limitation, the fees and costs incurred with respect to preparation of the plans
and specifications for the non-Building- standard improvements) will be at
Tenant's expense ("Tenant's Costs"). IN ADDITION, "TENANT'S COSTS' SHALL INCLUDE
ANY CONSTRUCTION COST FOR THE TENANT'S IMPROVEMENTS TO THE PREMISES WHICH
EXCEEDS $540,000.00. Tenant's Costs shall be paid to Landlord as follows:

              (i) Prior to commencement of construction of the Tenant
Improvements, Tenant shall pay Landlord an amount equal to fifty (50%) percent
of the Tenant's Costs, as such amount is then determined by reference to the
Construction Budget.

              (ii) When fifty (50%) of the Tenant Improvements are complete in
accordance with the plans and specifications (as verified in writing by
Landlord's architect), Tenant shall pay Landlord an amount equal to the
remaining unpaid balance

                                       -4-

<PAGE>   38

of Tenant's Costs, as such amount can then be reasonably determined by Landlord
based on available information.

              (iii) Within ten (10) days following Landlord's submittal to
Tenant of a final accounting of Tenant's Costs, Tenant shall pay Landlord the
then remaining balance of Tenant's Costs, or Landlord shall reimburse Tenant as
to any excess amounts previously paid, as the case may be.

       Tenant's Costs represent a reimbursement of monies expended by Landlord
on Tenant's behalf. Payment when due shall be a condition to Landlord's
continued performance under this Work Letter. Any delay in construction of the
Tenant Improvements or in Tenant taking occupancy of the Premises resulting from
Tenant's failure to make any Tenant's Costs payments when due shall be Tenant's
responsibility. Tenant's failure to pay any portion of Tenant's Costs when due
shall constitute a default under the Lease (subject to any applicable notice
requirements or grace periods), entitling Landlord to all of its remedies
thereunder.

       IN WITNESS WHEREOF, Landlord and Tenant have executed this Work Letter as
of the day and first year above written.

WITNESSES:                                 LANDLORD:

                                           GRAN CENTRAL CORPORATION,
                                           a Florida corporation

                                           By:  THE ST. JOE COMPANY, a
                                                Florida corporation, its agent


/s/ Susan C. McMillan                           By:/s/G. John Carey
------------------------                           -----------------------------
                                                Print Name:G. John Carey
                                                           ---------------------
/s/ Kimberly D. Popovich                                   Vice President
------------------------                        [corporate seals]

                                           TENANT:

                                           AMERICAN AIRCARRIERS SUPPORT,
                                           INCORPORATED, A DELAWARE
                                           CORPORATION]


                                           By:    /s./ Karl Brown
------------------------                           -----------------------------
                                           Print Name: Karl Brown
                                                       -------------------------
                                           Title:    CEO
------------------------                         -------------------------------
                                           [corporate seal]


                                       -5-

<PAGE>   39


                                  EXHIBIT "D-1"

                         BUILDING-STANDARD IMPROVEMENTS

GENERAL NOTES:

       1. Specifications are intended to denote quality only; the manufacturer
or provider of the items are at the sole discretion of Landlord.

       2. Any changes, additions, deletions, or substitutions shall be at the
sole expense of Tenant. No exchanges or credits are given for quantities
requested that are less than those provided by Landlord.

       3. Where ratios are given, the standard practice will be to round "up"
from 1/2 or greater, and round "down" for less than 1/2.

       4. All above Building-standard items purchased by the Tenant shall meet
minimum state and local codes.

       5. All finish selections (whether Building-standard or above) shall be
completed by Tenant prior to the commencement of construction.

WAREHOUSE AREA IMPROVEMENTS:

       1. DEMISING PARTITIONS: Those walls that separate the rentable space from
one tenant to another. These one (1) hour fire rated walls shall be installed
from floor to underside of roof deck and shall include 6"-18" gauge metal studs
12" o/c with 5/8" type "X" wall board, taped, spackled, and painted white. 1/2"
plywood will be applied at a height of 4' and painted white.

       2. CEILINGS: Exposed joists with shop coat of primer and roofdeck in
unpainted and unfinished condition.

       3. FLOOR: Existing finished and sealed concrete floor.

       4. WAREHOUSE LIGHTING FIXTURES: HID or equal light fixtures as required
by code, one (1) fixture per 1,350 warehouse square feet. Fixtures shall be hung
at roof joist height.

       5. ELECTRICAL OUTLETS: One (1) wall mounted duplex electrical outlet
shall be provided per single bay of warehouse area. The outlet shall be located
on the wall near the dock height doors, in each bay.


<PAGE>   40

       6. LIGHT SWITCHES: One (1) light switch, or minimum to comply with code,
shall be provided, located near the office area.

       7. TELEPHONE OUTLETS: One (1) telephone outlet shall be provided in
warehouse area, located near dock doors.

       8. EXIT LIGHTS: Lighted, wall mounted exit light signs per minimum code
requirements for standard exits. Exit lights for additional above-standard exits
shall be at Tenant's expense.

       9. VENTILATION: Building-standard exhaust fans with no less capacity than
two (2) changes per hour.

       10. PRIMARY ENTRANCE: A single primary entrance shall be provided per the
Building-standard for Premises location. The entrance shall consist of one (1)
storefront entrance, approximately 10' wide by 8' high, and shall include one
(1) 3' x 8' glass door and adjoining glazed side panels. One (1) overhead canopy
shall be provided. Signage shall be subject to Landlord's signage criteria.

       11. SECONDARY ENTRANCE/EXIT: One (1) painted metal rated door and frame
assembly will be installed in the warehouse area to comply with minimum code
requirements. Door shall have heavy duty satin finish stainless steel lockset
with single-sided deadbolt, standard "Exit" sign, and concrete stairs and
handrail to comply with code. Entrance will not be the primary handicap entrance
to the Premises, and will not require sidewalk or handicap ramp.

OFFICE SPACE IMPROVEMENTS:

       1. PARTITIONS:

       (a) Warehouse/Office Partitions: Those walls that separate the office
portion of the Premises from the warehouse. It is assumed that the office will
be located adjacent to one demising wall. Therefore, only two (2)
warehouse/office partitions shall be considered Building-standard. These walls
shall be 3 5/8" - 25 gauge metal studs 24" on center with 5/8" wall board on
each side, taped, spackled, and painted with two (2) coats (minimum) as required
to cover. The height of this wall shall be minimum as required by code.

       (b) Standard Partitions: Those walls located inside the office portion of
the Premises. It is assumed that 35% of the office is "open" space, or 12 lineal
feet of wall per 100 square feet of the office portion of the Premises. These
walls shall be 2 1/2" -24 gauge metal studs 24" on center with 5/8" wall board
on each side, taped, spackled,

                                       -2-

<PAGE>   41

and painted with two (2) coats (minimum) as required to cover. The height of the
walls shall extend to the ceiling grid.

       (c) Toilet walls: Those walls in the restroom areas and shall be 5/8"
water resistant wall board on standard partition studs, taped, spackled, and
painted.

       2. WALL FINISHES:

       (a) All walls shall be painted with two (2) coats flat finish latex paint
as required to cover. All walls shall be painted one (1) color, which color
shall be selected by Tenant from Building-standard color chart.

       (b) Toilet walls shall be painted with epoxy high gloss paint to comply
with building code. Color shall be standard white.

       (c) Vinyl base shall be standard 4" cove vinyl wall base. The base shall
be one (1) color, to be selected by Tenant from Building-standard.

       3. FLOOR COVERING:

       (a) General office areas shall be 12" x 12" vinyl composition tile (VCT)
or 26 oz. textured nylon loop carpet glued down to existing concrete floor slab
as selected by Tenant from Building-standard.

       (b) Storage, telephone, and lounge areas shall be VCT selected by Tenant
from Building-standard.

       (c) Toilet rooms shall be 12" x 12" VCT as selected by Tenant from
Building-standard. Should a janitorial room be added by Tenant, the floor
covering shall be the same as the toilet rooms.

       4. DOORS, FRAMES, AND HARDWARE:

       (a) Single swing 6'- 8" x 3'- 0", paint grade, pre-hung solid core wood
doors and wood frames shall be provided assuming 35% open office space, or
approximately 1 door per 300 square feet of office space. Finish will be two (2)
coats of stain, as selected by Tenant from Building-standard, one (1) coat
throughout.

       (b) One (1) 6' - 8" x 3' - 0", paint grade wood, pre-hung solid core door
with wood frame shall be provided from office to warehouse.

       (c) Hardware included shall be a satin finish stainless steel lever
passage set (not lockable), one pair of standard steel butt hinges, and a floor
mounted standard

                                       -3-

<PAGE>   42

steel door stop for every standard interior door. Locksets are not provided as a
standard.

       5. WINDOW COVERING:

       (a) White 2" PVC solid vertical blinds. Blinds shall be mounted in
exposed aluminum track and will be retractable.

       6. CEILINGS:

       (a) Entire office portion of the Premises shall be 2' x 4' x 5/8"
fissured flush lay-in acoustical ceiling tile such as Armstrong Minaboard
Designer Fissured #755B (or equal), to be installed in 1" white suspended
ceiling grid, 9'- 0" above finish floor.

       7. PLUMBING:

       (a) Sprinkler heads to be semi-concealed with a chrome finish. Sprinkler
design to comply with minimum code requirements for standard office buildout.

       (b) A minimum number of restroom(s) shall be provided per current South
Florida Building Code. Each restroom shall have one (1) wall hung lavatory
china, one (1) mirror, one (1) water closet, and accessories. All toilet
fixtures and accessories to be Building-standard, and installed per Americans
with Disabilities guidelines as of the date of the Lease. If more than one
restroom is required by code, they shall be located adjacent to one another. Hot
water is not provided as a standard.

       (c) One (1) metal utility sink shall be provided in the warehouse. The
location of the sink shall be on the warehouse/office partition, within ten (10)
feet of the plumbing stack in the toilet rooms. Any location beyond the 10' is
not considered a standard. The sink shall not be enclosed in a closet or a room.

       8. CABINETS, CABINETRY:

       (a) One (1) 2' x 4' lower "kitchen" cabinet with a fixed single shelf and
laminated counter top shall be provided. The counter top shall include a 4" back
splash, with mica selection from Building-standard. A single 12" x 18" stainless
steel sink with cold water only shall be provided integral with the cabinet. The
cabinet shall be located so that the plumbing wall shall be shared with the
restroom(s). Hot water is not provided as a standard.


                                       -4-

<PAGE>   43

       9. LIGHTING:

       (a) Fluorescent light fixtures shall be 2' x 4' Lithonia 2SP-332-A
12/120V - GLR/ES with 3 lamps at 32 watts (3-F32) or equal, color white, with
acrylic lens. One (1) fixture shall be provided for every 85 square feet of
office space.

       (b) One light switch shall be provided for every 300 square feet of
office space. Switches shall be Leviton Single Pole or equal commercial grade,
20 amps, color white.

       (c) Emergency/Exit shall be minimum per code for minimum required
entrances only. Exit signs provided for entrances not required by code shall be
at Tenant's expense.

       10. ELECTRICAL & COMMUNICATIONS:

       (a) One duplex electrical outlet shall be provided for every 125 square
feet of office space. Outlets shall be Leviton Single Pole or equal commercial
grade, 20 amps, color white.

       (b) One telephone wall outlet shall be provided for every 200 square feet
of office space. Telephone outlet shall consist of a utility box with "pull
string" only. Conduit shall extend 6" above acoustical ceiling. Telephone wiring
and outlet wall plates shall be provided by Tenant at its expense.

       (c) A 4' x 4' telephone equipment "mounting board" painted the same color
as the wall shall be provided with a single duplex outlet. If a dedicated
circuit is required, it shall be at Tenant's expense.

       11. HVAC:

       (a) Only the office portion of the Premises shall be air conditioned,
through Building-standard packaged roof top A/C units, approximately one (1) ton
per 300 square feet of office space. Supply and return air grills shall be 2' x
2' lay in type Building-standard.

       12. EXTERIOR WINDOWS:

       (a) Exterior windows as shown on building plans are considered Building-
standard. Any additional windows or doors added to Building are considered an
expense to the Tenant, including but not limited to all window coverings,
hardware, concrete, and landscaping.


                                       -5-

<PAGE>   44

                             RIDER NUMBER 1 TO LEASE


                               dated 8 April, 1999

                 between Gran Central Corporation, as Landlord,
                and AMERICAN AIRCARRIERS, INCORPORATED, as Tenant

                                 OPTION TO RENEW


       A. Landlord hereby grants Tenant the option to renew (the "Renewal
Option") the initial Term (not to include, for purposes of this Rider only, any
Renewal Term(s), as hereinafter defined) for TWO (2) additional term(s) of FIVE
(5) YEARS EACH (the "Renewal Term(s)"), commencing as of the date immediately
following the expiration of the Term (or a Renewal Term, if applicable), such
option to be subject to the covenants and conditions hereinafter set forth in
this Rider. If Tenant duly exercises its right to a Renewal Term, Landlord may
elect that Tenant shall execute a lease on Landlord's then-current lease form,
to be applicable to the Renewal Term.

       B. Tenant shall give Landlord written notice (the "Renewal Notice") of
Tenant's election to exercise its Renewal Option not later than one hundred
eighty (180) days prior to the expiration of the then-current term of the Lease;
provided that Tenant's failure to give the Renewal Notice by said date, whether
due to Tenant's oversight or failure to cure any existing defaults or otherwise,
shall render the Renewal Option null and void.

       C. Tenant shall not be permitted to exercise any Renewal Option at any
time during which Tenant is in default under the Lease, subject to applicable
notice and grace periods (if any). If Tenant fails to cure any default under the
Lease prior to the commencement of the Renewal Term(s), subject to applicable
notice and grace periods, the Renewal Term(s) shall be immediately canceled,
unless Landlord elects to waive such default, and Tenant shall forthwith deliver
possession of the Premises to Landlord as of the expiration or earlier
termination of the then-current term of the Lease.

       D. Tenant shall be deemed to have accepted the Premises in "as-is"
condition as of the commencement of the Renewal Term(s), subject to any other
repair and maintenance obligations of Landlord under the Lease, it being
understood and agreed that Landlord shall have no additional obligation to
renovate or remodel the Premises or any portion of the Building as a result of
Tenant's renewal of the Lease.


                                       -6-

<PAGE>   45

       E. The covenants and conditions of the Lease in force during the original
Term, as the same may be modified from time to time, shall continue to be in
effect during the Renewal Term(s), except as follows:

              (1) The "Commencement Date" for the purpose of the Lease shall be
the first day of the Renewal Term(s).

              (2) The Minimum Rent for the Renewal Term(s) shall be an amount
equal to the then Fair Market Rental Value of the Premises. "Fair Market Rental
Value" of the Premises shall be an amount determined by Landlord on the basis of
the then-prevailing market rental rate for industrial space comparable to the
Premises as reflected in one or more leases executed by Landlord with new
tenants of the Building within the twelve-month period immediately preceding
comment cement of the Renewal Terms. If Landlord has not executed any lease with
new tenants within said twelve-month period, the new prevailing market rental
rate determination shall be based on new leases for premises comparable to the
Premises herein, as executed within said twelve-month period by owners of other
industrial building properties located in west Miami-Dade County, Florida.
However, in no event shall Minimum Rent for any year of the Renewal Term be less
than the amount of Minimum Rent for the immediately prior year.

              (3) Following expiration of the Renewal Term(s) as provided
herein, Tenant shall have no further right to renew or extend the Lease.

       F. Tenant's option to renew the Lease shall not be transferable by
Tenant, except in conjunction with a permissible Transfer in accordance with the
applicable provisions of the Lease.


<PAGE>   46

                     NOTICE REQUIRED BY CHAPTER 88-285, LAWS
                                   OF FLORIDA


       Chapter 88-285, Laws of Florida, requires the following notice to be
provided with respect to the contract for sale and purchase of any building, or
a rental agreement for any building:

       "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."


WITNESSES:                                     TENANT:

                                               AMERICAN AIRCARRIERS SUPPORT,
                                               INCORPORATED, a Delaware
                                               corporation



                                               By:/s/ Karl Brown
-----------------------------                     ------------------------------
Print Name:                                    Print Name:Karl Brown
           ------------------                             ----------------------
                                               Title:   CEO
-----------------------------                        ---------------------------
Print Name:                                    [corporate seal]
           ------------------



<PAGE>   47

                           RECEIPT OF SIGNAGE CRITERIA


        Pursuant to that certain Lease entered into between the undersigned
Tenant and Gran Central Corporation ("Landlord"), the undersigned, by its
execution below, hereby acknowledges receipt of Landlord's signage criteria as
such criteria exists on the date hereof.



WITNESSES:                                     TENANT:

                                               AMERICAN AIRCARRIERS SUPPORT,
                                               INCORPORATED, a Delaware
                                               corporation



                                               By:/s/ Karl Brown
-----------------------------                     ------------------------------
Print Name:                                    Print Name:Karl Brown
           ------------------                             ----------------------
                                               Title:   CEO
-----------------------------                        ---------------------------
Print Name:                                    [corporate seal]
           ------------------