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                                                                   EXHIBIT 10.17


THIS AGREEMENT OF LEASE (the "Lease") is dated as of this 31st day of October,
by EMERSON INTERNATIONAL, INC., a Florida Corporation hereinafter (Landlord")
and by INTERNATIONAL ASSETS HOLDING CORPORATION, hereinafter ("Tenant"), for the
premises which are more particularly described in Exhibit "A" which is attached
to this Lease ("Premises").

ARTICLE ONE - DEFINITIONS

1.1 Definitions. As used in this Lease, the following terms shall have the
following meanings:

A.       Building: The Building on the real property situated at 220 E. Central
Parkway, Altamonte Springs, Florida 32701, including all parking areas.

B.       Premises: That part of the Building outlined on Exhibit "A", on the 2nd
floor of the Building, including all tenant improvements made by Landlord
pursuant to paragraph 2.2. The Premises consist of 5,100 rentable square feet,
which includes a portion of the common areas as defined hereinafter.

C.       Estimated Commencement Date: February 1, 2002

D.       Termination Date: The last day of the month corresponding to the
schedule of months shown below, unless sooner terminated as provided in this
Lease.

E.       Term: Six months of free rent and seven (7) years at the rents listed
below; also the period commencing on the Commencement Date and expiring at
midnight of the Termination Date.

F.       Rent Term: Rent per 12 month period: as listed follows plus applicable
sales tax:

         Months of Term             Monthly Rent     Total Rent
         02/02/02 - 07/31/02        FREE RENT        FREE RENT
         08/01/02 - 07/31/03        $ 7,650.00       $ 91,800.00
         08/01/03 - 07/31/04        $ 7,918.00       $ 95,016.00
         08/01/04 - 07/31/05        $ 8,194.00       $ 98,328.00
         08/01/05 - 07/31/06        $ 8,483.00       $ 101,796.00
         08/01/06 - 07/31/07        $ 8,780.00       $ 105,360.00
         08/01/07 - 07/31/08        $ 9,087.00       $ 109,044.00
         08/01/08 - 07/31/09        $ 9,405.00       $ 112,860.00
         G.      Security Deposit:  $ 7,650.00

                 Total amount due with Lease signing
                           Security Deposit -        $ 7,650.00
                           First Month Rent -        $ 7,650.00
                           Total  -                  $15,300.00

H.       Landlord's Mailing Address:

                           Emerson Investments International, Inc.
                           5728 Major Blvd., Suite 200
         Orlando, Florida 32819

I.       Normal Business Hours for purposes of Heating and Air Conditioning: The
hours are from 7:00 a.m. to 7:00 p.m. Monday through Friday, except recognized
Legal Holidays, and from 8 a.m to 3 p.m. Saturdays except recognized Legal
Holidays. Sundays, Legal Holidays and off hours the HVAC system is in effect
(operational) but at a modified temperature setting.

J.       Watt Load: Ten (10) watts per sq. ft. of 120 volt outlet load.

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K.       Broker, if applicable: None

L.       Permitted Use: General Office Purposes.

M.       Tenant's Representatives: Tenant's employees, agents, contractors,
licensees and invitees.

N.       Common Areas: Lobby area, corridors and lavatories on the floor on
which the Premises are situated, stairways, shipping and receiving areas,
mechanical areas, plaza and areas exterior to the Building.

0.       Property: The Land and the Building, including all Common Areas.

         P.    Building Rules and Regulations: Rules with respect to Tenant's
use and possession of the Premises attached as Exhibit "B" and incorporated
herein..

Q.       Estoppel Forms: Forms which Tenant, upon request from Landlord, shall
complete, with respect to the subject matter of such estoppel forms. Landlord to
provide Non-Disturbance Agreement.

          R.   Parking Spaces: Tenant shall be provided at no extra charge 25
parking spaces of which 13 shall be in Landlord's parking garage or adjacent
thereto, all of which shall be on or in the building.

Satellite Dish Location: A location on the roof of the Building where Landlord
allows Tenant to locate its Satellite Dish, providing there is no conflict with
current Tenants.

Design and Engineering Support: Landlord provided design, layout and
specification development services, at no extra charge to the Tenant.

          U.   Improvements to the Premises: Those agreed upon improvements to
the Premises to be constructed by the Landlord or its designated contractor,
pursuant to the plans and specifications agreed to by the Tenant, at no charge
to the Tenant, which improvements are projected to cost not to exceed $127,500.

ARTICLE TWO - TERM

2.1      Length of Term. The term of the Lease ("Term") commences February 2,
2002 (the "Commencement Date"), and ends on, June 30, 2009 (the "Termination
Date"), unless postponed or sooner terminated in accordance with this Lease, to
wit: Seven and one half years (7 1/2) years.

2.2      Improvements to Premises. Upon execution of this Lease, Landlord shall
proceed with reasonable diligence to construct improvements upon the Premises
(the "Improvements" to the Premises) in compliance with Floor Plan Exhibit "A".
Landlord shall have no liability to Tenant arising from any delay in
constructing Improvements upon the Premises if such delay is caused by matters
beyond the reasonable control of the Landlord or by changes requested by Tenant.
The taking of possession of the Premises by Tenant shall be deemed to be an
acceptance of the Improvements by Tenant.

2.3      Alternative Commencement Dates. In the event the Premises are not ready
for occupancy by the Tenant on the Commencement Date, because of strike,
material shortage, destruction (partial or total), natural disaster, prior
Tenant's failure to deliver possession or any other reason other than through
the fault of Tenant, the Term shall begin on the date the Premises are ready for
occupancy by the Tenant and the Term shall be extended for a period of time
equal to that which shall have elapsed between the Commencement Date and the
date on which the Premises are ready for occupancy by the Tenant. Tenant
acknowledges and agrees that the delay of the commencement of the Term and the
extension of the Term, as provided for herein, shall be the full extent of
Landlord's liability for a delay hereunder.

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In the event that Landlord's inability to deliver possession of the Premises is
caused, in whole or in part, by Tenant, its employees, agents, contractors,
invitees or guests, the Term shall commence on the date which is the later of
the Estimated Commencement Date or the date on which the Premises would have
been available for occupancy, the good faith determination of same by Landlord
will be deemed conclusive, absent manifest error. In the event the completion of
the Premises are delayed past the commencement date (February 1, 2002), Landlord
agrees to make a rent abatement of three (3) days free rent for every day, after
the commencement date, the Premises has not receive issuance of the Certificate
of Occupancy.

ARTICLE THREE - USE OF PREMISES

3.1  Permitted Use. Tenant shall use and occupy the Premises for general office
purposes for the conduct of Tenant's business and not for other purposes. The
Premises shall not be used for any illegal purpose, nor in any manner which is
disruptive to other tenants; nor in any manner to invalidate Landlord's
insurance or to increase Landlord's insurance premium rates. In the event the
Landlord's insurance premiums are increased due to Tenant's use of the Premises,
Tenant shall pay the amount of any such increase to Landlord within fifteen (15)
days of demand by Landlord. Tenant shall procure, at its own cost and expense,
all necessary licenses and permits for Tenant's use of the Premises. Landlord
has made no inquiries about and makes no representations, express or implied,
concerning whether Tenant s proposed use of the Premises is permitted under
applicable law, including applicable zoning law; should Tenant's proposed use be
prohibited, Tenant shall be obligated to comply with applicable law and this
Lease shall nevertheless remain in full force and effect.

The Tenant will not, without the written consent of the Landlord, use any
apparatus, machinery, equipment or device in or about the Premises which may
cause any excessive noise or set up any vibration or which in any way would
increase the amount of electricity or water normally supplied to the Premises
for use as general offices. Tenant shall not connect any apparatus machinery,
equipment or device with existing water lines without the consent of the
Landlord.

3.2  Compliance with Law. Tenant shall not use the Premises nor permit anything
to be done in or about the Premises which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall at its sole cost and expense,
promptly comply with all laws, statutes, ordinances and governmental rules,
regulations or requirements now in force or which may hereafter be in force
requiring Tenant's compliance and with the requirements of any board of
underwriters, environmental agency, or other similar body now or hereafter
constituted relating to or affecting the condition, use or occupancy of the
Premises.

3.3  Rules and Regulations. Tenant shall comply with the Building Rules and
Regulations annexed to this Lease which by reference are incorporated herein,
and all reasonable modifications and additions to the regulations from time to
time adopted by the Landlord so long as the enforcement thereof does not
materially reduce the benefits inuring to the Tenant under this Lease. The
Landlord shall not be responsible to the Tenant for the non-performance of any
of the regulations by any other Tenant or occupant of the Building.
Notwithstanding the foregoing, the Landlord will use its best efforts to
encourage compliance by other Tenants of the Rules and Regulations. The
existence of and incorporation into this Lease of the regulations shall not have
the effect of subrogating the Tenant to the rights of the Landlord to enforce
the regulations against other Tenants in the Building. Landlord shall not be
responsible to the Tenant for the non-performance of any of the regulations by
any other Tenant or occupant of the Building. The existence of and incorporation
into this Lease of the regulations shall not have the effect of subrogating the
Tenant to the rights of Landlord to enforce the regulations against other
Tenants in the Building. In the existence of the regulations shall not be
construed to impose upon the Landlord any duty or obligation to enforce the
regulations.

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ARTICLE FOUR - RENT

4.1  Rent. Tenant shall pay to the Landlord at the place hereinafter designated
by the paragraph entitled "Notices", or at such other place as the Landlord may
from time to time designate the aggregate annual sum Rent in monthly
installments as specified in Paragraph 1.1 F. The payment of Rent shall be due
and payable in legal tender of the United States of America in advance without
notice, demand, deductions, right of reduction to set-off of any kind on the
first day of each month, that rent is due hereunder plus all sales and use taxes
(if any) thereon. The first such installment shall be paid on or before August
1, 2002 and a such appropriate sum on or before the first day of each and every
successive calendar month thereafter during the Term. In the event the Tenant
takes possession on a date other than the first of the month or this Lease
terminates on a date other than the last day of the month, the monthly
installment of Rent will be prorated. The first rental payment shall be adjusted
to provide Tenant with any credits due to it hereunder.

4.2  Sales and Property Taxes. Tenant agrees to pay, before delinquency, any all
taxes levied or assessed and which become payable during the term upon Tenant's
equipment, furniture, fixtures and other personal property located in the
Premises, directly to the appropriate governmental taxing authority.

4.3  Holding Over. Tenant shall pay Landlord for each day Tenant retains
possession of the Premises or any part thereof after termination, by lapse of
time or otherwise, fifty (50%) per cent of the daily fixed rental for the last
period prior to the date of such termination. Tenant shall also pay all damages
sustained by the Landlord by reason of such retention, or, if the Landlord gives
notice to the Tenant of Landlord's election thereof, such holding over shall
constitute a renewal of this Lease on a month to month basis. However,
acceptance by the Landlord of Rent after such termination shall not constitute a
renewal and this provision does not waive the Landlord's right of reentry or any
other right guaranteed under this Lease.

4.4  Payment of Sums Other Than Rent. Any sums due the Landlord other than Rent
or Additional Rent shall be due and payable within thirty (30) days after the
Landlord renders a statement. Any sums not paid within said ten day period shall
bear interest thereafter at eighteen percent (18%) per annum until payment is
made.

4.5  Late Charges. Notwithstanding anything to the contrary contained herein, in
order to cover the extra expense involved in handling delinquent payments,
Tenant shall pay a "late charge of five percent (5 %) of the total amount
overdue when any installment of Rent is received at the Landlord's address
listed above more than ten (10) days after the due date thereof and (5%) of the
total amount overdue when any other amount due for any reason is received at the
Landlord's address listed above more than thirty (30) days after the due date
thereof. This charge is for extra expenses incurred by the Landlord and shall
not be considered interest or penalty.

ARTICLE FIVE - SECURITY DEPOSIT

5.1  Deposit and Use of Security Deposit. Tenant has deposited the sum of $
7,650 with the Landlord as a security deposit ("Security Deposit"), the receipt
of which is acknowledged. The Security Deposit shall be held by the Landlord
without liability for interest, as security for the faithful performance by the
Tenant of all of the terms and conditions of this Lease to be observed and
performed by Tenant. If any of the rents herein reserved or any other sum
payable by the Tenant to the Landlord shall be overdue and unpaid, or should
Landlord make any required payments on behalf of the Tenant, or should Tenant
fail to perform any of the material terms, covenants or conditions of this
Lease, then the Landlord may, at its option and without prejudice to any other
remedy which the Landlord may have, appropriate and apply all or part of the
Security Deposit toward the payment of the Rent, loss or damage sustained by the
Landlord due to the uncured material breach on the part of the Tenant or any
sums that were paid by Landlord for or on behalf of Tenant. Landlord's claim
against the Security Deposit includes any actual damage or deficiencies incurred
by the Landlord in the reletting of the Premises due to

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Tenant's uncured material default, whether such damage or deficiencies accrue
before or after summary proceedings or other reentry by the Landlord. Subject to
Landlord's inspection and approval of the Tenant Premises, and assuming the
Tenant has complied with all terms and conditions of the Lease, the Landlord
will return the Tenant's security deposit within thirty (30) days of final
inspection of the Premises.

ARTICLE SIX - RELOCATION

6.1  Right to Relocate. Landlord, at its sole expense, on at least one hundred
twenty (120) days prior written notice, may require Tenant to move from the
Premises to other space of comparable size, which means at least 100% of the
original Premises, with decor comparable to the Premises and within the same
building, in order to permit the Landlord to consolidate the space leased to the
Tenant with other adjoining space leased or to be leased to another tenant in
the Building or to any prospective new tenant for the Building. In the event of
any such relocation, the Landlord will also pay the expense of moving Tenant's
furniture and equipment to the relocated Premises and the expense of
re-installing equipment. An appropriate adjustment shall be made in the Rent
based on any variance between the Rentable Area in the Leased Premises and the
Rentable Area in the Premises to which Tenant is relocated, except that Rent
shall not be adjusted upward if the relocated Premises is larger than the
original Leased Premises. Landlord shall have the right, in Landlord's
reasonable discretion, to use such decorations and materials from the existing
Premises, or other materials so that the space to which Tenant is relocated
shall be comparable in its interior design and decoration to the Premises from
which Tenant is removed. Notwithstanding the foregoing, Landlord shall not have
the right to request Tenant relocate for the first twelve (12) months of the
term.

6.2  Original Obligations Continue. Nothing contained herein shall be construed
to relieve Tenant or Landlord or to imply that Tenant or Landlord is relieved of
any obligation or liability under this Lease, inclusive of all Addenda hereto,
by reason of the provisions of Article VI of this Lease, the provisions of which
paragraph shall be applied to the space to which Tenant is relocated on the same
basis as said provisions were applied to the Premises from which Tenant is
removed.

6.3  Obligation to Execute Lease Addendum. In the event of a relocation, Tenant
shall execute an Addendum to this Lease which will substitute the description of
the new Premises for the description of the Premises contained in the Lease and
will appropriately adjust the square footage of Rentable Area contained in the
Premises as well as any other adjustments reasonably required as a result of the
relocation so long as the terms and provisions of such Addendum does not
materially or adversely affect Tenant's rights hereunder.

ARTICLE SEVEN
TENANT'S OBLIGATIONS WITH RESPECT TO THE
PREMISES AND THE BUILDING

7.1  Initial Condition. Taking of possession of the Premises by the Tenant shall
be conclusive evidence that the Landlord has performed its obligations with
respect to the office build out described in the Work Letter Agreement (Exhibit
"C" hereto) and that Tenant accepts the Premises in condition described in the
Work Letter Agreement and the Premises and the Building were in good and
satisfactory condition at the time possession was taken. Tenant understands and
agrees, except as stated in the Work Letter Agreement, that the Landlord has no
obligation and has made no promise to alter, remodel, improve, repair, decorate
or paint the Premises or any part thereof and that no representations respecting
the condition of the Premises, the Land or the Building has been made by the
Landlord except as specifically contained in this Lease, of which the Work
Letter Agreement is part.

7.2  Tenant Obligations. The Tenant shall, at the Tenant's expense, keep the
Premises and the fixtures and appurtenances therein in good condition and
repair, in a sanitary and safe condition and shall commit no waste of the
Premises or the Building. Tenant shall, at its cost, repair, replace or restore
any damage to the Premises caused by the Tenant. If Tenant fails to make repairs
and maintain the

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Premises or any part thereto in a manner reasonably satisfactory to the
Landlord, the Landlord shall, after giving Tenant thirty (30) days written
notice, have the right to make such repairs or perform such maintenance on
behalf of the Tenant, and the Tenant shall pay to the Landlord as Additional
Rent the cost incurred by the Landlord in performing such repair and
maintenance.

7.3  Alterations. Tenant shall not make nor allow to be made any alterations,
additions or improvements to or of the Premises or any part thereof without the
express prior written consent of the Landlord. Any alterations, additions or
improvements (except movable furniture and trade fixtures) shall at once become
a part of the Premises and become the property of the Landlord. In the event the
Landlord consents to any alterations, additions, or improvements to the Premises
by the Tenant, the Tenant shall undertake such alterations, additions or
improvements at the Tenant's sole cost and expense and any contractor or person
selected by the Tenant must first be approved in writing by the Landlord. Upon
the expiration or earlier termination of the Term, the Tenant shall upon demand
by the Landlord, at the Tenant's sole cost and expense, immediately remove any
alterations, additions, or improvements made by the Tenant, designated by the
Landlord to be removed, and the Tenant shall, immediately and at its sole cost
and expense, repair any damage to the Premises caused by such removal and
restore the Premises to its original condition, reasonable wear and tear
excepted.

7.4  Surrender of Premises. The voluntary or other surrender of this Lease by
the Tenant, or a mutual cancellation thereof, shall not automatically work a
merger of the Landlord's and Tenant's estates. At the option of the Landlord
such a surrender shall terminate all or any existing subleases or subtenancies,
or may, at the option of the Landlord, operate as an assignment to it of any or
all such subleases or subtenancies. Upon the termination of the Term, by lapse
of time or otherwise, the Tenant shall surrender the Premises in the same
condition as they have been received, excepting only reasonable use and wear and
tear and damage by act of God or by the elements. If the Tenant is requested in
writing by the Landlord to remove any personal property from the Building upon
the termination of the Lease and shall have failed to remove same, the Landlord
may at its option remove Tenant's personal property in the manner the Landlord
may choose and store said personal property without liability to the Landlord
for the loss thereof. Tenant shall pay the Landlord on demand any and all
expenses incurred in such removal and storage, including court costs and
attorney's fees. The Landlord may, in its sole discretion, without notice, sell
the personal property or any part thereof at private sale and without legal
process for such price as the Landlord may obtain. Landlord shall apply the
proceeds of the sale first upon the expense incident to the removal and sale of
the personal property, apply the balance to any amounts due from the Tenant to
the Landlord pursuant to this Lease, and hold any additional balance, without
interest, for the benefit of the Tenant.

7.5  Mechanics' Liens. In accordance with the applicable provisions of the
Florida Mechanic's Lien Law and specifically Florida Statutes, Section 713. 10,
no interest of Landlord whether personally or in the Premises, the Land, or the
leasehold interest aforesaid shall be subject to liens for improvements made by
Tenant or caused to be made by Tenant hereunder, further, Tenant acknowledges
that Tenant. with respect to improvements or alterations made by Tenant or
caused to be made by Tenant hereunder, shall promptly notify the contractor
making such improvements to the Premises of this provision exculpating
Landlord's liability for such liens. Notwithstanding the foregoing, in the event
that, in contravention of the terms hereof, any such lien is claimed against the
Premises, the Building, or the Land, Tenant shall have Thirty (30) days after
receipt of written notice thereof to remove said lien and thereafter, in
addition to any other right or remedy of Landlord, Landlord may, but shall not
be obligated to discharge the same. Tenant's failure to remove any lien within
the ten (10 day period set forth herein shall constitute an event of default
hereunder, entitling Landlord to all rights and remedies available under this
Lease or at Law. Any amount paid by Landlord for any of the aforesaid purposes
shall be paid by Tenant to Landlord within thirty (30) days of receipt of
Landlord's demand therefore.

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7.6  Signs and Other Structures. The Tenant is entitled to have the insert
signage, equal in dignity, size and position as other Teannts in the Building,
at such locations as are designated by the Landlord in and about the Building to
provide commercial information as to its location in the Building ("Signage
Rights"). The Tenant shall not place or maintain or permit to be placed or
maintained, and shall promptly remove any that may be placed, any signs, awnings
structures, materials or advertising of any kind whatsoever on the exterior of
the Building, or on any exterior windows in said Building, or elsewhere within
the Premises, so as to be visible from the exterior of the Building, or on the
interior walls or partitions, including doorways of the Premises, visible from
the public hallways or other public areas of the Building without the express
prior written consent of the Landlord which consent may be withheld by Landlord
in its sole discretion. Tenant agrees that any signs erected by it without
Landlord's prior approval or not maintained in accordance with the Landlord's
policy will be removed by the Tenant at the Landlord's request or may be removed
by Landlord, upon Landlord giving Tenant thirty (30) days notice, at the
Tenant's expense.

     7.7     No Common Area Maintenance Charge. The Tenant shall not be charged
any additional charge or fee for Common Area maintenance. This is a full service
Lease.

ARTICLE EIGHT
LANDLORD'S OBLIGATIONS WITH RESPECT TO THE PREMISES

8.1  Landlord's Obligations. Landlord agrees to furnish to the Premises, during
reasonable and normal business hours, and subject to the Rules and Regulations
now or hereafter adopted by the Landlord, the following services:

(a)  Electricity (commensurate with the present electrical system and wiring
supplying approximately 110 volts) for lights and other usual and ordinary
office purposes (unless otherwise indicated and agreed upon in Exhibit "A"),
including such electrically operated office equipment as electric typewriters,
ordinary desk-type calculators, and adding machines, computers and word
processing equipment and other light fractional-horsepower miscellaneous
machinery. No machinery or equipment, whether electrically powered or otherwise,
other than the usual and ordinary light, fractional-horsepower office equipment
shall be placed in or upon the Premises without the written consent of the
Landlord, and then only upon such terms and conditions and in such manner and at
such locations, and subject to such restrictions as to use and times for the use
thereof, as the Landlord may reasonably prescribe.

(b)  Cleaning services, normal and usual in a first class office building, on
Monday through Friday, except New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day (collectively "Holidays").

(c)  Automatically operated elevator service, public stairs, electrical current
for lighting, incidentals and normal office use, replacement of Building
Standard lamps, and water at those points of supply provided for general use of
its tenants at all times and on all days throughout the year.

(d)  Heating, ventilating and air conditioning on Monday through Friday from
7:00 a.m. to 7:00 p.m. and Saturdays from 8:00 a.m. to 3:00 p.m., except Legal
Holidays. Sundays, Legal Holidays and off hours the HVAC system is in effect
(operational) but at a modified temperature setting. Landlord shall also furnish
heating, ventilating and air conditioning at such other times as are now
provided for herein, provided Tenant gives written request to Landlord before
noon of the business day preceding such intended extra usage, and provided
Tenant pays to Landlord the sum of $20.00 per hour for the extra usage of
heating or air conditioning, which Landlord may bill monthly.

(e)  Landlord shall not be liable for, and Tenant shall not be entitled to any
abatement or deduction of rental by reason of the Landlord's failure to furnish
any of the foregoing services. Landlord shall not be liable under any
circumstances for loss of or injury to property, however occurring, through or
in connection with or incidental to failure to furnish any of the foregoing. Nor
shall any such failure

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relieve the Tenant from the duty to pay the full amount of Rent and other sums
of money herein provided to be paid by the Tenant, nor shall it constitute a
constructive eviction of the Tenant.

     8.2  Supplemental Services. Whenever heat generating machines or
equipment are used in the Premises which affect the temperature otherwise
maintained by the air conditioning system, the Landlord reserves the right to
install supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation, operation and maintenance shall be
paid by the Tenant to the Landlord upon demand by the Landlord. Landlord shall
perform or cause to be performed the development of plans, specifications,
construction, installation and finishing of the Improvements to the Premises
described in and referred to in the Work Letter Agreement (Exhibit "C" hereto)
in a first class and workman like manner per the agreed improvement allowance as
outlined in Section 1.1 (U). Landlord shall provide the Design and Engineering
Support described herein.

8.3  Duty to Report Defective Conditions. Tenant agrees to report immediately in
writing to the Landlord any defective condition in or about the Premises, the
Land or the Building known to Tenant whether Tenant is obligated to repair such
defective condition or not; and a failure to report the same shall make the
Tenant liable to the Landlord for any expense or damage resulting from such
failure to notify.

ARTICLE NINE - PARKING AND COMMON AREAS

9.1  Parking and Use of Common Areas.

(a)  In addition to the Premises, Landlord shall provide to Tenant the Parking
Spaces. Tenant shall have the non-exclusive use of the automobile parking areas,
together with Common Areas (as designated by Landlord from time to time),
driveways and footways. Tenant's rights hereunder shall be subject to the terms
and conditions of this Lease and to the Rules and Regulations regarding the use
of the Parking Spaces.

(b)  Landlord shall provide adequate security and lighting with respect to the
Parking Spaces. Landlord shall not be liable for any damage of any nature
whatsoever to or any theft of, vehicles or the contents thereof, while in or
about the parking areas, except in the event the Landlord fails to provide
adequate security or lighting with respect to the Parking Spaces.

ARTICLE TEN - INSURANCE AND INDEMNIFICATION

10.1  Indemnification and Hold Harmless. Landlord shall not be liable to Tenant
for any injury or damage to any person or property in or about the Premises,
building or Land from any cause whatsoever, including, and without limiting the
generality of the foregoing, water leakage caused by water leaks of any
character from the roofs, walls, pipes, basement or other portion of the
Premises, the Building or the Land, or caused by gas, fire, oil, electricity or
any cause whatsoever in, on or about the Premises or the Building or any part
thereof, except for injury or damage caused by gross negligence of Landlord.

Landlord will indemnify and hold Tenant harmless from and against any and all
liability, loss claims, demands, or damages or expenses (including reasonable
attorneys' fees and attorneys fees on appeal) due to or arising out of any
willful, intentional or negligent act or admission of or material breach of this
Lease by Landlord or anyone for whom Landlord is legally responsible, except to
the extent caused by willful or negligent act or omission or material breach of
this Lease by Tenant or anyone for whom Tenant is legally responsible.

The Tenant will indemnify, defend and save harmless the Landlord and its agents
from and against any and all liability, claims, demands, damages, expenses,
fees, fines, penalties, suits, proceedings, actions and costs of actions of any
kind and nature, including attorneys' fees, and attorneys' fees on appeal for
injury to persons (including death) or property of the Landlord:

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(a)  occurring in, on or about the Land, the Building or the Premises, or any
part thereof (including without limiting the generality of the foregoing,
elevators, stairways, passageways or hallways, driveways, ramps and parking
areas), when any such injury or damage shall be caused by the acts or omissions
or negligence, fault or omission of the Tenant, its agents, servants, employees,
or licensees or invitees, or by any person under the control or direction of the
Tenant or shall have arisen in connection with or as a result of Tenant or its
agents, servants, employees, licensees or guests' use of the Premises or
presence in the Building or on the Land, unless caused by the gross negligence
or willful or intentional conduct of Landlord; or

(b)  arising or growing out of or connected with any material breach, violation,
nonperformance, or failure to abide by any covenant, condition, agreement or
provision contained in this Lease on the part of the Tenant to be kept,
performed complied with or abided by.

10.2 Landlord's Insurance. Landlord shall insure the Building and shall maintain
liability and other insurance in such amounts as may be required by Landlord's
mortgagee, or in such amounts as Landlord, in its sole discretion, may deem
appropriate. All such insurance shall be for the sole benefit of Landlord and,
if required, Landlord's mortgagee. Tenant will not do or permit anything to be
done upon or bring or keep or permit anything to be brought or kept upon the
Premises, the Building or the Land which will increase Landlord's rate of
insurance on the Building. If by reason of the failure of Tenant to comply with
the terms of this Lease, or by reason of Tenant's occupancy (even though
permitted or contemplated by this Lease), the insurance rate shall at any time
be higher than it would otherwise be, Tenant will reimburse Landlord for that
part of all insurance premiums charged because of such violation or occupancy by
Tenant. Tenant agrees to substantially comply with any reasonable written
requests or recommendation made by Landlord's insurance underwriter inspectors.

10.3 Tenant's Insurance.

(a)  Tenant shall, at Tenant's sole expense, obtain and keep in force during the
Term and any extension or renewal thereof: (I) fire and extended coverage
insurance with vandalism and malicious mischief endorsements and a sprinkler
leakage endorsement, on all of its personal property, including removable trade
fixtures, located in the Premises, and on all leasehold improvements and all
additions and improvements made by Tenant for not less than the full replacement
cost thereof; (II) comprehensive general liability insurance, including
contractual liability coverage, insuring Landlord (as an additional insured) and
Tenant against any liability arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto, and (III)
workman's compensation and employer's liability insurance, if required by
applicable laws.

(b)  Tenant's insurance shall be with insurance companies approved by Landlord,
which approval shall not be unreasonably withheld. No insurance shall be
approved by Landlord if the company is not: (I) a responsible insurance carrier
authorized to issue the relevant insurance, (II) authorized to do business in
Florida, and (III) at least A-rated in the most current edition of Best's
Insurance Reports and shall have minimum limits of Five Hundred Thousand and
No/100 Dollars ($500,000.00) for any loss of or damage to property from any one
accident, and One Million and No/100 Dollars ($1,000,000.00) for death of or
injury to any one person from any one accident. The limits of the insurance
shall not, however, limit the liability of the Tenant hereunder. The policies
cannot contain provisions which deny coverage because the loss is due to the
fault of Landlord or Tenant. If Tenant shall fail to procure and maintain the
insurance, Landlord may, but shall not be required to, procure and maintain
same, but at the expense of Tenant. Tenant shall deliver to Landlord, prior to
occupancy of the Premises, copies of policies of liability insurance required
herein, or certificates evidencing the existence and amount of such insurance,
with loss payable clauses reasonably satisfactory to Landlord. Notwithstanding
anything herein to the contrary, Landlord shall have the right to review the
Tenant's insurance once every year and may require Tenant to alter its insurance
coverage to cover the effects of inflation and to include or eliminate certain
provisions in the

                                       9
<PAGE>

Tenant's insurance policy which reflects the then-current industry standards for
the type of insurance coverage.

(c)   Notwithstanding anything herein to the contrary, the parties hereto
release each other and their respective authorized representatives from any
claims for damage to any person or to the Premises, the Building and the Land
that are caused by or result from risks that are insured against when any
insurance policies carried by the parties and in force as of the time of any
such damage or injury, to the extent of any net recovery therefrom.

10.4  Subrogation. Insurance carried by Tenant against loss or damage by fire or
other casualty shall contain, if available without additional cost, a clause
whereby the insurer waives its right to subrogation against the Landlord.


ARTICLE ELEVEN - DAMAGE BY CASUALTY AND CONDEMNATION

11.1  Damage by Casualty. In the event the Premises or the Building are damaged
by fire or other casualty, and the Landlord has adequate insurance coverage, the
Landlord shall forthwith repair the damage, provided the repairs can be made
within one hundred eight (180) days from the date of casualty and provided the
Landlord receives insurance proceeds adequate to pay for the cost of the
repairs. During the period of repair, this Lease shall remain in full force and
effect except that the Tenant shall be entitled to a proportionate reduction in
its Rent and other monetary obligations while such repairs are being made. The
proportionate reduction such sums is to be based upon the extent to which the
damage or casualty materially affects the ability of the Tenant to use the
Premises for the Permitted Use. If the Landlord determines that the repairs
cannot be made within the one hundred eighty (180) day period, or if insurance
proceeds are not available to cover the cost of said repairs, the Landlord shall
have the option either (1) to repair or restore such damage, this Lease
continuing in full force and effect but the Rent to be proportionately reduced
as above stated, or (2) give notice to the Tenant at any time within one hundred
and twenty (120) days after the date of the casualty terminating this Lease. In
the event of the giving of such notice this Lease shall expire and all interest
of the Tenant in the Premises shall terminate on the date so specified in such
notice and Rent and other sums, as abated or reduced, shall be paid up to the
date of such termination. The Landlord agrees to refund to the Tenant any rent
theretofore paid applicable to any period of time subsequent to the date of
termination. Notwithstanding anything to the contrary, the Landlord shall not be
required to repair any injury or damage by fire or other casualty, or to make
repairs or replacements of any paneling, decorations, partitions, railings,
ceilings, floor coverings, office fixtures or any other property installed in
the Premises by the Tenant. In the event that Landlord elects to repair or
restore the damage to the Premises any such repairs or restoration are not
completed within two hundred ten (210) days from the date of casualty, Tenant
may, at its option cancel this Lease.

11.2  Condemnation. If all of a material portion of the Premises, the Building
or the Land (notwithstanding the fact that the Premises may not be affected by
such taking or appropriation) shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain, Landlord shall have
the right at its option, to terminate this Lease, and the Landlord shall be
entitled to any and all income, rent, awards, or any interest therein whatsoever
that may be paid or made in connection with such public or quasi-public use or
purpose and the Tenant shall have no claim against the Landlord or the
condemning authority for the value of any unexpired term of this Lease. Tenant
may, however, in a separate, subsequent proceeding make a claim for trade
fixtures installed in the Premises, at Tenant's expense, Tenant's moving costs
and Tenant's attorney's fees or business damages compensable under Florida Law.
If only a part of the Premises shall be so taken or appropriated, and Landlord
does not terminate this Lease in accordance with the foregoing, then this Lease
shall continue in full force and effect and the rental thereafter to be paid
shall be equitably reduced. The Tenant may terminate this Lease by reason of
taking or an appropriation under eminent domain authority only if such taking or
appropriation shall be of such extent and nature as to substantially

                                       10
<PAGE>

handicap, impede or impair the Tenant's use of the Premises for the purposes set
forth herein.

11.3  Existing Mortgages. This Lease is subject, subordinate, and inferior to
any mortgage on the Premises and any and all amendments, renewals, and
replacements thereof, and, in the event that any mortgagee, its successors or
assigns, or any purchaser of the Premises at a foreclosure sale of by deed in
lieu of foreclosure, acquires title to the Premises and elects not to terminate
this Lease it shall not be bound by any Rent paid by the Tenant for more than
one (1) month in advance, subject to any offset or deduction against any prior
Landlord, nor be liable for any default under the Lease by any prior Landlord,
or liable for the payment of any Tenant Improvement or other allowance or any
other concession or for the return of any Security Deposit not delivered to it.

ARTICLE TWELVE - ASSIGNMENT AND SUBLETTING

12.1  Assignment and Subletting. Tenant may not, without the prior written
consent of the Landlord, which consent may be unreasonably withheld by Landlord
in its sole discretion, assign, transfer, mortgage, pledge, hypothecate or
encumber this Lease, or any interest therein, nor sublet the Premises or any
part thereof, or permit the use of the Premises by any party other than the
Tenant and its employees. Consent by Landlord to one assignment or sublease
shall not destroy or waive this provision, and all other assignments and
subleases shall like wise be made only upon the prior written consent of the
Landlord. In the event of a proposed sublease or assignment, Landlord may, in
lieu of consenting or denying such assignment or sublease, cancel this Lease as
to the space proposed to be assigned or sublet. If such cancellation is only for
part of the Premises, then equitable adjustments shall be made to the Rent and
other sums payable by Tenant pursuant to this Lease. If Landlord consents to an
assignment or sublet (I) such obligations or liabilities under this Lease and
(II) any extensions, renewals, first refusal rights or options hereunder will
automatically be of no force or effect for the assignee or sublessee or Tenant.
If Tenant is any entity, any change to the structure of such entity or any
disposition(s) of any of the interests therein by sale, assignment, operation of
law or otherwise, or any change in the power to vote the interests therein, will
be treated as a prohibited assignment of this Lease requiring Tenant to obtain
Landlord's prior written consent. In the event any assignment or subleasing is
consented to by Landlord, Tenant shall pay to Landlord any rent or other
consideration received by Tenant in excess of the amount of Rent and other sums
which the Tenant is paying or is obligated to pay during the term of the
assignment or sublease. Sublessee or assignees shall become and shall expressly
agree in writing to become liable to the Landlord for all obligations of the
Tenant, without relieving the Tenant's liability, which liability shall remain
unabated during the term of this Lease Agreement and any renewals thereof. Any
attempt by Tenant to sublease or assign its interest hereunder without
Landlord's consent shall be null and void and of no effect. Furthermore such
attempted assignment or sublease shall constitute a default hereunder.

ARTICLE THIRTEEN - SALE OR MORTGAGE BY LANDLORD

13.1  Mortgagee's Rights and Estoppel Letters. Tenant agrees that this Lease is
and shall be inferior and subordinate to any mortgage deed and security
agreement now or in the future encumbering the Building or Land and to all
advances already made, or which may be hereafter made, on account of the
mortgage deed and security agreement to the full extent of all debts and charges
secured thereby and to any renewals, enlargements or extensions of any part
thereof and to any mortgage which the Landlord, any owner of or other Landlord
of the Building or Land may hereafter, at any time, elect to place on the
Building or Land. Tenant shall upon request execute any document which the
Landlord may deem necessary to accomplish that end, and, in the event Tenant
fails to do so within five (5) days of Landlord's written request, the Landlord
is granted a power of attorney by Tenant and is empowered to execute such
document or documents in the name of the Tenant, and as the act and deed of the
Tenant, and this authority is hereby declared to be coupled with an interest in
real estate and not revocable.

                                       11
<PAGE>

The Tenant at any time and from time to time at the request of the Landlord
(including at the time of Commencement Date), or of any mortgagee or purchaser
or any prospective mortgagee or purchaser of the Premises or of the Building or
the Land, will execute, acknowledge and deliver to the Landlord, or such
mortgagee or purchaser or prospective mortgagee or purchaser requesting the
same, a certificate executed by the Tenant certifying:

(a)   That this Lease is unmodified and in full force and effect (or, if there
had been modifications, that the same is still in full force and effect as
modified and stating the modifications);

(b)   Whether or not there are then existing any offsets or defenses against the
enforcement of any of the terms hereof (and, if so specifying same);

(c)   That there exist no condition or event which constitutes an event of
default hereunder or which, after notice or lapse of time, or both, would
constitute an event of default or if any such condition or event exists,
specifying the nature and period of existence thereof and what action the Tenant
has taken, is taking and purposes to take with respect thereof; and

(d)   The dates, if any, to which the Rent and other sums or other charges and
deposits have been paid in advance.

(e)   The amount of rentable square footage comprising the Premises and the
Commencement Date (i.e. the date when Tenant's obligation to pay rent commences)
of this Lease.

(f)   It is agreed by the Tenant that any such certificate may be relied upon by
the Landlord, any purchaser or prospective purchaser and any mortgagee or
prospective mortgagee of the Premises or of the Building or the Land, or any
part thereof.

In the event of foreclosure, or the transfer of title by a deed in lieu of
foreclosure. Tenant agrees, upon request to attorn to the purchaser or
transferee pursuant to any such transfer in lieu of foreclosures or at
foreclosure sale and at the option of such purchaser or transferee, the Tenant
shall thereafter remain bound, pursuant to the terms of this Lease as if a new
and identical Lease between such purchaser or transferee, as Landlord, and
Tenant, as Tenant, has been entered into for the remainder of the Lease Term and
Tenant shall be entitled to and will receive from Landlord a non disturbance
agreement from such purchaser or transferee.

13.2  Sale by Landlord. In the event of a sale or conveyance of the Building
and/or the Land by the Landlord, so long as Landlord has given the Tenant notice
of the same, the same shall operate to release the Landlord from any future
liability upon any of the covenants or conditions, expressed or implied, herein
contained in favor of the Tenant. In such event, the Tenant agrees to look
solely to the successor in interest of the Landlord in and of this Lease in
pursuit of any remedies or obligations due Tenant hereunder. This Lease shall
not be affected by any such sales, and the Tenant agrees to attorn to the
purchaser or assignee and Tenant shall be entitled to and will receive from
Landlord a non disturbance agreement from such purchaser or transferee.

ARTICLE FOURTEEN - DEFAULTS AND REMEDIES

14.1  Defaults. The following shall be events of default hereunder:

(a)   In the event that Rent, additional rent or any other monetary amounts owed
by Tenant hereunder, are not paid within ten (10) days of the date when due;

(b)   In the event, the Premises are abandoned, deserted or vacated; or

(c)   In the event, the Tenant fails to substantially comply with a material
term, provision or covenant of this Lease, or the Tenant violates any rules and
regulations now or hereafter established for the operation of the Building and
such

                                       12
<PAGE>

failure is not cured within thirty (30) days after receipt of notice from
Landlord advising Tenant of such default; or

(d)   To the extent permitted by applicable law, any petition is filed by or
against the Tenant under any section of chapter of the Federal Bankruptcy Act as
amended; (and with respect to an involuntary petition, Tenant shall not have
discharged or caused same to be discharged within ninety (90) days from the date
of filing or such petition); or

(e)   In the event, the Tenant becomes insolvent or makes a transfer in fraud of
creditor; or

(f)   In the event, the Tenant makes an assignment for the benefit of creditors;
or

(g)   In the event, a receiver is appointed for a substantial part of all of the
assets of the Tenant and said receiver is not discharged within ninety (90) days
after the date of appointment thereof; then upon the happening of any of the
foregoing events of default, the Landlord shall have the option to proceed
according to one or more of the following courses of action:

Terminate this Lease, in which event the Tenant shall immediately surrender the
Premises to the Landlord, but if the Tenant shall fail to do so, the Landlord
may, without further notice and without prejudice to any other remedy the
Landlord may have for possession or arrearage in rental, enter upon the
Premises, refuse to repair and maintain any mechanical or electrical system or
disconnect any such services to the Premises and expel or remove the Tenant and
its personal property without being liable to prosecution or any claim for
damages therefore and without said entry affecting the Landlord s right to
thereafter claim and collect all monies owed and to be owed under this Lease.
The Tenant shall indemnify the Landlord for all loss and damage that Landlord
may suffer by reason of such termination, whether through inability to relet the
Premises, or through decrease in rental, or otherwise;

(II)  Declare the entire amount of Rent and other sums owed (based on the most
recent figures that would become due and payable during the remainder of the
Term to be due and payable immediately, in which event the Tenant shall pay the
same at once, together with all rent theretofore due. The Landlord and the
Tenant agree that such payment shall not constitute a penalty or forfeiture but
is payment of liquidated damages. The acceptance of such payment by the Landlord
shall not constitute a waiver of any failure of the Tenant to comply with any
term, provision, or covenant of this Lease or any violation of the rules and
regulations;

(III) Enter the Premises as the agent of the Tenant without being liable to
prosecution or any claim for damages therefore, and relet the Premises as the
agent of the Tenant, and receive the rental therefore, and Tenant shall pay to
the Landlord, on demand, at the office of the Landlord any deficiency that may
arise in the event of such reletting;

(IV)  As agent of the Tenant, do whatever the Tenant is obligated to do by
provisions of this Lease and enter the Premises, without being liable to
prosecution or any claims for damage therefore, in order to accomplish this
purpose. The Tenant shall reimburse the Landlord immediately upon demand for any
expense that the Landlord may incur in effecting compliance with this Lease on
behalf of the Tenant, and the Tenant further agrees that the Landlord shall not
be liable for any injury to person or damage to property resulting from such
action.

(V)   Pursuit by the Landlord and any of the foregoing causes of action shall
not constitute an election of remedies nor shall it preclude the pursuit of any
other course of action herein provided or any other remedies provided by law. No
termination of this lease by lapse of time or otherwise shall affect the
Landlord's right to collect Rent for a period prior to the termination hereof.

No action or thing done by the Landlord or its employee and agents during the
Term shall be deemed an acceptance or surrender of the Premises, nor a
constructive

                                       13
<PAGE>

eviction, and no agreement to accept a surrender of the Premises shall be valid,
unless the same shall be in writing and signed by the Landlord.

14.2  Abandonment. In the event of abandonment of the Premises, any personal
property belonging to the Tenant and left on the Premises shall be deemed to be
abandoned, at the option of the Landlord, and the rights conferred upon the
Landlord by this agreement with regard to the disposition of said personal
property shall remain in full force and effect.

14.3  Right of Landlord to Perform. All covenants and obligations to be
performed by the Tenant under any of the terms of this Lease shall be performed
by the Tenant at the Tenant's sole cost and expense and without any abatement of
Rent or other sums due. If the Tenant shall fail to pay any sum of money, other
than Rent required to be paid by it hereunder or shall fail to perform any other
act on its parts to be performed, and such failure shall continue for thirty
(30) days after notice hereof by the Landlord (provided, however, in the event
of an emergency no such notice shall be necessary), the Landlord may, but shall
not be obligated to do so, and without waiving or releasing the Tenant from any
obligation of the Tenant, perform of the Tenant's behalf any such acts to be
made or performed. Any cost so incurred by Landlord, together with interest
thereon, at the highest rate allowable by law, shall be payable to the Landlord
on demand, and the Landlord shall have the same rights and remedies in the event
of the nonpayment of Rent.

14.4  Attorney's Fees and Costs. The Landlord and Tenant further agree to pay
all reasonable costs and expenses, including a reasonable attorney's fee, which
may be sustained or incurred by the other party in the enforcement or
declaration of any rights and remedies of the Landlord or obligations of the
Tenant, whether arising under this Lease or granted, permitted or imposed by law
or otherwise, including attorney's fees incurred in connection with appellate
proceedings.

14.5  Dishonored Checks. If Tenant makes payment to Landlord with a check which
is refused by the drawee because of lack of funds, or credit, Landlord shall
have the right to collect a service charge of One Hundred Dollars ($100.00) or
five percent (5%) of the face amount of the check, whichever is greater. If it
is necessary for Landlord to bring a legal action for recovery, the Tenant shall
be additionally liable for court costs and attorney's fees.

ARTICLE FIFTEEN - MISCELLANEOUS PROVISIONS

15.1  Right of Entry. Tenant agrees that the Landlord shall have the right at
any time and from time to time to enter the Premises (subject to giving Tenant
reasonable notice of the same except in the event of an emergency in which case
no such notice shall be necessary) to inspect the same, to make repairs, to
supply janitor service and any other service required to be made by Landlord;
Landlord may submit the Premises to prospective purchasers or tenants, have
entry to post appropriate or lawful notices, so long as Tenant's rights are not
materially or adversely affected, and to alter, improve or repair the Premises
and any portion of the Building without abatement of Rent or other sums.
Landlord may for that purpose erect scaffolding any other necessary structures
where reasonably required by the character of the work to be performed, always
providing the entrance to the Premises shall not be blocked hereby, and further
providing that the business of the Tenant shall not be interfered with
unreasonably. Tenant waives any claims for damages for any injury or
inconvenience to or interference with the Tenant's business and loss of
occupancy or quiet enjoyment of the Premises. For each of the aforesaid
purposes, Landlord shall at all times retain a key with which to unlock all of
the doors in the Premises. Landlord shall have the right to use any and all
means which Landlord may deem proper to open said doors in an emergency and any
entry to the Premises obtained by the Landlord by any of said means, or
otherwise, shall not under any circumstances be deemed to be a forcible or
unlawful entry into, or a detainer of, the Premises, or an eviction of the
Tenant from the Premises or any portion thereof.

15.2  Real Estate Broker. Not Applicable

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<PAGE>

15.3  Nonwaiver. The waiver by the Landlord of any term, covenant or condition
herein shall not be deemed to be a waiver of such term, covenant or condition or
any subsequent breach of the same or any other term, covenant or condition
contained in this Lease. The acceptance of Rent or other sums by the Landlord
shall not be deemed to be a waiver of any breach by the Tenant of any term,
covenant or condition of this Lease.

15.4  Notices. All notices and demands and requests that may be or are required
to be given by either party to the other shall be in writing. Any written notice
to either the Landlord or the Tenant shall be deemed delivered (whether or not
received) when mailed by certified or registered mail, postage prepaid, and
deposited in the United States Mail. Any written notice not so mailed shall be
deemed to have been received upon its actual receipt, with the sender of the
notice bearing the burden of proving receipt. Notices to the Tenant may be
addressed to the Premises, or to such other place as the Tenant may from time to
time designate in a notice to the Landlord. All notices and demands by the
Tenant to the Landlord shall be sent as above required to, Emerson Investments
International, Inc., 5728 Major Blvd., Suite 200, Orlando, Florida 32819, or to
such other person or place as the Landlord may from time to time designate in a
notice to the Tenant.

15.5  Captions. Captions of each paragraph are added as a matter of convenience
only and shall be considered to be of no effect in the construction of any
provision or provisions of this Lease.

15.6  Definitions. The words "Landlord" and "Tenant" as used herein shall
include the plural as well as the singular. Words used in the masculine gender
include the feminine and neuter. If there be more than one Tenant, the
obligations hereunder imposed upon the Tenant shall be joint and several. The
term "business day" or "business days' as used in this Agreement, and except as
modified by the rules and regulations from time to time adopted by the Landlord,
shall exclude Saturdays, Sundays and all Holidays.

15.7  Time. Time is of the essence of this Lease and each and all of its
provisions.

15.8  Lease Examination. The submission of this instrument for examination of
signature by the Tenant does not constitute a reservation of, offer or an option
to lease, and it is not effective as a lease or otherwise until execution and
delivery by both Landlord and Tenant.

15.9  Severability. If any clause of provision of this Lease is illegal, invalid
or unenforceable under present or future laws (the deletion of which would not
adversely affect the receipt of any material benefit or substantially increase
the burden of any part hereto) effective during this Term, then and in that
event, it is the intention of the parties that the remainder of this Lease, and
the Term covered thereby, shall not be affected. All rights, powers, and
privileges conferred by this Lease upon the parties shall be cumulative but not
restricted to those given by law.

15.10 Entire Agreement and Modification. This Lease contains the entire
agreement of the parties, and no representations, inducements, promises or
agreements, oral or otherwise, between the parties not embodied in this
instrument shall be of any force or effect. No amendment, modification or
variation of this Lease or any of its terms or provisions shall be effective,
binding or valid unless and until it is reduced to writing and executed by the
parties. No failure of the Landlord to exercise any power given the Landlord by
this instrument, or to insist upon strict compliance by the Tenant of any
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of the Landlord's right to demand
exact compliance with the terms of this Lease.

15.11 No Estate in Land. This Lease shall create the relationship of Landlord
and Tenant. No estate shall pass out of the Landlord and the Tenant has only a
right to use that is not subject to levy and sale.

15.12 Special Provisions. Insofar as the attached special stipulations, if any,
conflict with any of the foregoing provisions, the special provisions shall
control.

                                       15
<PAGE>

15.13 Rules of Construction. This Lease shall be construed under the laws of the
State of Florida.

15.14 Plans. Any floor plan, drawing or sketch that is attached to or made a
part of this Lease, is used solely for the purpose of reasonably approximately
identification and location of the Premises, and any markings, measurements,
dimensions or notes of any kind contained therein (other than the outline of the
Premises for approximate identification and location of the Premises) are not to
be considered a part of this Lease.

15.15 Successors and Assigns. The covenants and conditions herein contained
shall, subject to the provisions as to assignment, apply to and bide the heirs
successors, executors, administrators and assigns of the parties hereto.

15.16 Landlord's Liability. Notwithstanding any provisions herein to the
contrary, Tenant specifically agrees to look solely to Landlord's interest in
the Building (including casualty or condemnation proceeds) for the recovery of
any judgment from Landlord, it being agreed that neither Landlord nor its
principals shall ever be personally liable for any such judgment.

15.17 Hazardous Materials and Pollutants. Tenant shall have no right and
specifically agrees to not permit or allow any hazardous, dangerous chemicals or
materials into the Building, Land, or Premises. Tenant discloses to Landlord
that it intends to use the hereinafter described toxic chemicals (or other
substances that constitute hazardous substances) in its business operations to
be conducted on the Premises and that the manner of their usage in Tenant's
operations, the hazardous by-products derived therefrom, and the manner of
disposal of such by-products is as hereafter described as none used by Tenant.

Tenant shall indemnify, defend and hold Landlord harmless from any and all
liability, claims costs, fines, fees, actions, or sanction asserted by or on
behalf of any person or governmental authority arising from or in connection
with Tenant's use or misuse, handling or mishandling, storage, spillage,
discharge, seepage into water bodies or the groundwater supply, or release into
the atmosphere of any hazardous materials, toxic substances, pollutants, or
contaminants, whether solid, liquid or gas. Tenant shall take all reasonable
precautions and safety measures, in accordance with current technology, to
prevent the release of hazardous materials, toxic substances, pollutants, and
contaminants under Tenant's control. In the event Tenant learns of the discharge
upon the Premises of any hazardous materials, pollutant or contaminant under
Tenant's control, Tenant shall immediately undertake to contain, remove, and
abate the discharge. Failure of Tenant to comply with the provisions of this
Paragraph 15.17 shall constitute an event of default. This indemnification
obligation shall survive the expiration or termination of this Lease, and shall
be binding personally on all officers, directors or other individuals of any
entity that Tenant may be executing this Lease.

15.18 Radon Gas. Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present a health
risk 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.

15.19 Waiver by Tenant. To the extent permitted by law, Tenant hereby waives:
(a) jury trial in any action or proceeding regarding a default by Tenant and/or
Landlord's right to possession of the Premises, and (b) in any action or
proceeding by Landlord for monies owed by Tenant and/or possession of the
Premises, then Tenant waives the right to interpose any cross claim or
counterclaim (except a mandatory cross claim or counterclaim if the same is
provided for pursuant to Florida law). However, the foregoing will not prohibit
Tenant from bringing a separate lawsuit against Landlord.

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15.20 Landlord's Reservation of Rights with Respect to the Building. Landlord,
in addition to all other rights which it may have under this Lease, hereby
expressly reserves all rights in connection with the Land, the Building or the
Premises not expressly and specifically granted to Tenant under this Lease and
Tenant hereby waives all claims for damages, loss, expenses, liability, eviction
or abatement it has or may have against Landlord on account of Landlord's
exercise of its reserved rights, including, but not limited to, Landlord's right
to alter the existing name, address, style or configuration of the Building or
the common areas, signage, suite identifications, parking facilities, lobbies,
entrances and exits, elevators and stairwells. Landlord reserves the right to
use, install, monitor, and repair pipes, ducts and conduits within the walls,
columns, and ceilings of the Premises.

15.21 Confidentiality. Landlord and Tenant acknowledge that the terms and
provisions of this Lease have been negotiated based upon a variety of factors,
occurring at a coincident point in time, including, but not limited to: (I) the
individual principals involved and the financial strength of Tenant, (II) the
nature of Tenant's business and use the Premises, (III) the current leasing
market place and the economic conditions affecting rental rates, (IV) the
present and projected tenant mix of the Building, and (V) the projected
juxtaposition of tenants on the floor(s) upon which the Premises are located and
the totality, uniqueness, complexity and interrelation of these efforts, Tenant
therefor agrees, except where Tenant is required by law for the operation of
Tenant's business, to make regulatory filings or other disclosures, not to
disseminate in any manner whatsoever, (whether by word of mouth, mechanical
reproduction, physical tender or by any manner of visual or aural transmission
or review) the terms and conditions of this Lease to third parties who could in
any way be considered presently or in the future as prospective tenants for this
or any other leasehold property with which Landlord may be involved.

15.22 Authority. If more than one person or entity is named herein as Tenant,
their liability hereunder will be joint and several. In case Tenant is a
corporation, Tenant (a) represents and warrants that this Lease has been duly
authorized, executed and delivered by and on behalf of Tenant and constitutes
the valid and binding agreement of Tenant in accordance with the terms hereof,
and (b) Tenant shall deliver to Landlord or its agent, concurrently with the
delivery of this Lease, executed by Tenant, certified resolutions of the board
of directors (and shareholders, if required) authorizing Tenant's execution and
delivery of this Lease and the performance of Tenant's obligations hereunder. In
case Tenant is a partnership, Tenant represents and warrants that all of the
persons who are general or managing partners in said partnership have executed
this Lease on behalf of Tenant, or that this Lease has been executed and
delivered pursuant to and in conformity with a valid and effective authorization
therefor by all of the general or managing partners of such partnership, and is
and constitutes the valid and binding agreement of the partnership and each and
every partner therein in accordance with its terms. It is agreed that each and
every present and future partner in Tenant shall be and remain at all times
jointly and severally liable hereunder and that neither the death, resignation
or withdrawal of any partner, nor the subsequent modification or waiver of any
of the terms and provisions of this Lease, shall release the liability of such
partner under the terms of this Lease unless and until Landlord shall have
consented in writing to such release.

15.23 Force Majeure. If, by reason of (I) strike, (II) labor troubles, (III)
governmental preemption in connection with a national emergency, (IV) any rule,
order or regulation of any governmental agency, (V) conditions of supply or
demand which are affected by war or other national, state or municipal
emergency, or any other cause or (VI) any cause beyond Landlord's reasonable
control, Landlord is unable to perform or is delayed in performing any of its
obligations under this Lease (including Improvements, if applicable) or is
unable to supply or is delayed in supplying any service which Landlord is
obligated to supply, then Landlord shall have no liability in connection with
that inability and this Lease and Tenant's obligation to perform all of Tenant
obligations under this Lease shall in no way be affected, impaired or excused.

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15.24 Payment Allocation. If Tenant is in arrears in payment of any amount of
Rent to be paid hereunder, Tenant waives Tenant's rights, if any, to designate
the items against which any payments made by Tenant are to be credited, and
Landlord may apply any payments made by Tenant to any items it sees fit,
irrespective of and notwithstanding any designation or request by Tenant as to
the items against which any such payments shall be credited.

15.25 Recordation. Tenant agrees not to record this Lease or any memorandum
hereof but Landlord may record this Lease or a memorandum thereof, at is sole
discretion.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the date
here below written.

WITNESS:                                LANDLORD
                                        EMERSON INTERNATIONAL, INC.,
                                        A Florida Corporation

/S/
-------------------------------
As to Landlord                          By:  /s/ Joseph Pasqualetti
                                             Joseph Pasqualetti
                                             President
                                             Date: January 10, 2001

WITNESSES:
                                        TENANT

                                        International Assets Holding
                                        Corporation

/S/
-------------------------------
As to Tenant
                                        By:  /s/ Stephen A. Saker
                                                 ----------------
                                             Stephen Saker
                                             Vice President
                                             Date: November 2, 2001

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