EXHIBIT 10.35
                               AMENDMENT OF LEASE


         THIS  AMENDMENT  OF  LEASE  ("Amendment")  is made  this  16th  day of
January,  1997 by and between Robert C. Schwebke,  an individual and Mako Marine
International,   Inc.,   a  Florida   corporation,   as  Landlord   and  Tenant,
respectively,  under Amended Triple Net Lease dated April 18, 1995 (the "Lease")
for the purpose of amending the Lease as provided herein. A legal description of
the Property  leased by Landlord to Tenant under the Lease is attached hereto as
Exhibit A.

         Terms not  otherwise  defined  herein  shall  have the same  meaning as
ascribed to them under the Lease.

         For good and valuable consideration,  the receipt and adequacy of which
are hereby  acknowledged  by Landlord  and  Tenant,  it is agreed by the parties
hereto  that  effective  upon the  acquisition  by Tracker  Marine,  L.P. of 6.4
million  shares of the common stock of Tenant from Tenant  (expected to occur on
or about January 17, 1997) (the  "Acquisition"),  the Lease is hereby amended as
follows:

         1. Early  Termination  Option.  Notwithstanding  Section 2 or any other
provision under the Lease,  Tenant may, upon written notice to Landlord  ("Early
Termination  Notice")  given in  accordance  with  Section 40 of the Lease on or
before July 17, 1998,  together with the payment of a lease  termination  fee in
the amount of  $330,000  (the  "Lease  Termination  Fee"),  terminate  the Lease
effective as of the close of business on the day immediately prior to the second
anniversary  of this  Amendment,  and upon the giving of such Early  Termination
Notice  accompanied by the payment of the Lease Termination Fee, the Lease shall
automatically,  and  without  further  action on the part of Landlord or Tenant,
terminate on such date. If the Notice and Lease Termination Fee is not given and
paid on or before July 17, 1998,  the option of Tenant set forth in this Section
1 shall automatically terminate.

         2. Purchase  Option.  (a) From and after the date of this Amendment and
though  the  close  of  business  on the day  immediately  preceding  the  first
anniversary of the date of this  Amendment  (the "Term"),  Tenant shall have the
right to purchase the entire interest of Landlord in the Property, at a purchase
price of Five  Million  Dollars  ($5,000,000)  net to Landlord  and on the other
terms and conditions set for below (the "Option").

                  (b) Tenant  shall  exercise the Option by  delivering  written
notice  thereof  (the  "Notice")  to Landlord at any time during the Term of the
Option in  accordance  with  Section 40 of the Lease.  If Tenant  exercises  the
Option,  the closing of the purchase  and sale of the  Property  will occur at a
time and place  specified in the Notice;  provided,  however,  that such closing
shall  occur  within 30 days of the  giving of the Notice by Tenant and shall be
within Dade County, Florida.



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                  (c) At  closing,  Landlord  shall  convey to Tenant by special
warranty deed fee simple title to the Property, free and clear of all mortgages,
liens and  encumbrances of any kind,  except for (i) liens for taxes not yet due
and payable, and (ii) such easements,  imperfections or irregularities which are
minor in nature and will not,  either  individually or  collectively,  adversely
affect the value of the Property or the use thereof (such permitted encumbrances
specified in the  foregoing  clause (i) and (ii) being  collectively  called the
"Permitted  Encumbrances").  Moreover,  Landlord  shall  execute and deliver all
other customary  closing documents  reasonably  requested by Tenant or the title
company.

                  (d) At  closing,  Tenant  shall  pay  the  purchase  price  to
Landlord by cashier's check,  certified check or other readily  available funds.
Tenant  shall also pay (i) all unpaid rent or other  charges due and owing under
the Lease,  and (ii) all  expenses  and costs  incurred in  connection  with the
exercise of the Option, including, without limitation, title insurance premiums,
transfer or stamp taxes, closing fees and recording fees. Landlord shall furnish
to Tenant, at Tenant's expense, an ALTA Owner's Policy,  dated as of the closing
date,  from a title  company  licensed to do business in Florida,  with standard
non-survey  exceptions  deleted showing Tenant as having good and marketable fee
simple title in the Property,  subject only to the Permitted Encumbrances,  and,
at the  request of Tenant  given at least 10  business  days  prior to  closing,
provide, at Tenant's expense, a survey of the Property as required to delete all
standard survey exceptions from such Owner's Policy.

                  (e) Landlord shall not,  without the prior written  consent of
Tenant,  cause or permit any lien or  encumbrance  (other than current liens and
encumbrances)  to be created  upon or attach to the  Property  or  increase  the
amount of indebtedness  secured by current  mortgages against the Property until
in either case the Option shall have expired without being  exercised.  Attached
as  Exhibit B hereto is a list of  currently  outstanding  mortgages,  liens and
other  encumbrances  against the Property and,  where  applicable  the currently
outstanding indebtedness secured thereby.

         3. Notice of  Acquisition.  Tenant shall give Landlord  prompt  written
notice (in  accordance  with Section 40 of the Lease) of the  completion  of the
Acquisition,  specifying  the date  thereof,  which  date shall  constitute  the
commencement of this Amendment.  If the Acquisition  does not occur on or before
February  28,  1997,  then this  Amendment  shall not go into  effect  and shall
automatically terminate.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed the day and year first above written.


                                               "LANDLORD"



                                               /s/ Robert C. Schwebke
     WITNESS                                   ROBERT C. SCHWEBKE



                                               "TENANT"

                                                MAKO MARINE INTERNATIONAL,
                                                INC., a Florida corporation


Attest:

                                                By:/s/ Douglas W. Baena

                                                Print Name: Douglas W. Baena
/s/ Hugh L. Russ, Jr.                           Title: President and Chief
Name: Hugh L. Russ, Jr.                                Executive Officer
Title: Vice President/Secretary



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                                   Exhibit A

                               Legal Description

Tracts A & B, RANSBURG PARK,  according to the Plat thereof, as recorded in Plat
Book 92, at Page 30, of the Public Records of Dade County, Florida.

and

All of Lot 5 and 6,  of  Block  3 and  all of Lot  12,  Block  2 of  NORTH  DADE
COMMERCIAL  PARK,  according to the Plat thereof,  as recorded in Plat Book 126,
Page 29 of the Public Records of Dade County, Florida.


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                                   Exhibit B

                 SCHEDULE OF MORTGAGE PAYMENTS DUE BY LANDLORD

          Exhibit 1.  Barnett Bank Amortization Schedule*

          Exhibit 2.  The Prudential Amortization Schedule





*Notwithstanding  that the amortization  schedule is attached as Exhibit 1 lists
amounts required to fully amortize the subject loan through July 1, 2006, Lessee
acknowledges that the maturity date of the subject loan is June 30, 2000, as set
forth in that  certain  Mortgage  Spreader  and First  Modification  to Note and
Mortgage between Landlord and Barnett Bank of South Florida,  N.A., of even date
herewith.