EXHIBIT 10.38

                                 BUSINESS LEASE

         THIS LEASE (the "Lease"), made this 20th day of February 1998, by and
between ACOSTA FAMILY LIMITED PARTNERSHIP, a Florida Limited Partnership,
(hereinafter called "Lessor") and HESCO SALES, INC., a Florida corporation,
(hereinafter called "Lessee").

                                   WITNESSETH:

         In consideration of the payments of rents and other charges provided
for herein and the covenants and conditions hereinafter set forth, Lessor and
Lessee hereby covenant and agree as follows:

         1. PREMISES. The Lessor hereby demises and leases to Lessee, and LeAsee
hereby leases from Lessor that certain premises shown on the attached sketch
including a building and offices (the "Building") and land used in connection
with and appurtenant to the Building (the 'Land") located at 8505 N.W. 74
Street, Miami, Florida, together with all parking areas, driveways, sidewalks,
easements, appurtenances and hereditaments, which benefit the Building and the
improvements now or hereafter situated on the Land more fully described in
Exhibit "A". The Land, Building and improvements are the "Premises".

         2. TERM. This Lease is for a term of seven (7) years commencing upon
landlord's delivery of possession unless sooner terminated or extended as
hereinafter set forth. Lessee and Lessor shall execute a letter agreement
confirming the commencement date after it occurs. Provided Lessee is current in
all of its obligations hereunder, Lmsee shall have the right to extend the term
of this Lease for one (1) term of three (3) years upon six (6) months prior
written notice exercising its option to renew contained in paragraph 35 pursuant
to paragraph 37 of this Lease.

         3. RENTAL. Lessee agrees to pay to Lessor, at the office of Lessor or
at such other place lessor may from time to time hereafter designate a rental to
be determined and payable as follows:

         During each year of the term, the Lessee covenants and agrees to pay
base rent ("Base Rent") at the respective rates set forth herein in equal
monthly installments, plus applicable sales tax, promptly, in advance on the
first day of each month during the term of this lease. Lessee shall pay such
additional rent and other charges ("Additional Rent") required to be paid in
connection with this lease at the time herein provided for the payment thereof.
All Base Rent and Additional Rent (collectively "Rent") shall be paid to
landlord at its address herein set forth, or at such other address that landlord
may designate in writing by Certified Mail. In the event that Lessee is more
than five (5) days late in payment of Base Rent or Additional Rent, in order to
defer Lessor's administrative costs, Lessee shall pay a late charge equal to
five (5 %) percent of that delinquent installment. All unpaid rent shall bear
interest at the maximum legal rate until paid.

         The parties stipulate that the Building contains 82,518 rentable square
feet and the Land contains 280,170 rentable square feet. The Base Rent shall be
computed according to the following schedule:


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         Year 1    $2.25 per square foot for the Building plus $.50 per square
                   foot for the Land; $325,750.50 per annum; $27,145.80 per
                   month, plus sales tax

         Year 2    $2.25 per square foot for the Building plus $.50 per square
                   foot for the Land; $325,750.50 per annum; $27,145.80 per
                   month, plus sales tax

         Year 3    $3.25 per square foot for the Building plus $.50 per square
                   foot for the Land, $408,268.50 per annum; $34,022.00 per
                   month, plus sales tax

         Year 4    $3.25 per square foot for the Building plus $.50 per square
                   foot for the Land; $408,268.50 per annum; 34,022.00 per
                   month, plus sales tax

         Year 5    $5.00 per square foot for the Building plus $.50 per square
                   foot for the Land; $552,675.00 per annum; $46,056.25 per
                   month, plus sales tax

         Years 6-7 Fair market value to be determined as provided in paragraph
                   53 hereinbelow


         The rental rate is net and therefore Lessee shall also pay for taxes,
utilities, repairs, insurance and all other items and expenses (including
maintenance) in connection with its use of the Premises.

         4. SECURITY DEPOSIT. Lessee shall pay Lessor Twenty-Seven Thousand One
Hundred Fifty and no/100 ($27,150.00) Dollars (hereinafter referred to as
"Security Deposit"), to be held by Lessor as security for the full and faithful
performance by Lessee of each and every term, condition and covenant of this
Lease on the part of Lessee to be observed and performed. Such Security Deposit
is not an advance for payment of rental or measure of Lessor's damages in the
case of default by Lessee. Lessor will not be required to account for the use of
such Security Deposit, to keep such Security Deposit sequestered or to pay
interest on it. The Lessor shall not be obligated to, but may apply such deposit
or any portion thereof to the curing of any default that may exist, without
prejudice to any other remedy or remedies which the Lessor may have on account
thereof, and upon such application Lessee shall pay to Lessor on demand the
amount so applied which shall be added to the Security Deposit to restore same
to its original amount. In the event Lessee shall fully and faithfully comply
with all of the terms, covenants and conditions of this lease and promptly pay
all of the Base and Additional Rent as they fall due, any remaining balance of
such Security Deposit shall be returned by Lessor to Lessee within thirty (30)
days following the date of the expiration or termination of this Lease.

         5. USE OF PREMISES. The Premises shall be used by Lessee initially
under the trade name "HESCO". Lessee's permitted use of the Premises (the
"Permitted Use") shall be limited to the following: factory and warehouse for
construction, distribution, storage, receipt and shipping of containers, waste
handling equipment including recycling containers, and other products and
related office administrative and maintenance spaces, and such other uses as are
customarily incidental thereto. The Premises shall not be used in any manner to
create any nuisance, trespass or hazardous condition; nor in any manner to
materially and adversely affect the insurability or rate of any insurance which
does or may cover the Premises. Lessee or its employees or agents shall not
bring or maintain on the Premises any Hazardous Materials (as hereinafter
defined in Paragraph 49), other than Hazardous Materials that are of a type

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customarily used or generated in operations consistent with the Permitted Use,
and provided Lessee's or its employees' or agents' handling, use, storage and
disposal of any such Hazardous Materials is in material compliance with all
applicable statutes, ordinances, rules, orders, regulations and requirements of
the federal, state, county and city government and of any and all the agencies,
departments and bureaus applicable to or having jurisdiction over the Premises.

         6. CONDITION OF THE PREMISES. Lessee acknowledges that it has inspected
and accepts the Premises in their present "As Is" condition and that the
Premises are suitable for the uses as contemplated by this Lease.

         7. LESSEE'S WORK AND APPROVAL OF LESSEE'S PLANS AND SPECIFICATIONS.

              (a) In the event Lessee determines to make alterations or
improvements to the Premises, Lessee must first obtain Lessor's prior written
consent thereto. Lessee shall furnish plans and specifications incorporating
Lessee's proposed alterations and improvements for Lessor's prior written
approval. Lessor shall respond to Lessee within ten (10) days from receipt of
such plans and specifications as to its approval or disapproval which shall not
be unreasonably withheld. The approval by Lessor of the plans and specifications
shall not constitute the assumption of any liability on the part of the Lessor
for compliance or conformity with applicable building codes and the requirements
of this Lease or for their accuracy. The approval by Lessor of the plans and
specifications shall not constitute a waiver by Lessor to the right to
thereafter require Lessee to amend the same to provide for any corrections or
omissions by Lessee of items required by building codes or this Lease which may
later be discovered. Lessee's construction Must be performed at its own cost and
expense and in a workmanlike manner and in accordance with all applicable codes
and must comply with all state, federal and local regulations, ordinances,
statutes, codes, including environmental.

              (b) If Lessor consents to the requested alterations, then,
promptly after Lessor notifies lessee that Lessee's plans are approved, Lessee
shall commence and complete with due diligence its construction work and
installation of fixtures in accordance with plans and specifications approved by
Lessor as provided herein. If Lessee shall neglect, fail or refuse to commence
or proceed with and complete its work then Lessor way complete Lessee's work at
Lessee's expense and charge Lessee the cost of such work as Rent or notify
Lessee that Lessee shall have twenty (20) days to cure the default and failing
same, the Lease shall be in default.

         8. LEASEHOLD IMPROVEMENTS. Lessor hereby agrees that Lessee may
construct within the interior of the Premises such improvements as are necessary
for Lessee's use thereof for the purpose specified hereunder, subject to the
prior written consent of Lessor, as set forth in paragraph 7 hereinabove. Lessee
may employ for such purposes such contractors and other persons as it shall deem
desirable; provided, however, that it is expressly understood between the
parties hereto that it shall be the responsibility of Lessee to obtain at its
expense any and all permits, licenses, certificates or other such authorization
which may be required under the rules, regulations, statutes, and laws of any
governmental authority, having jurisdiction to require same, whether such
permission or authorization shall run in favor of Lessee, Lessor or any
contractor or other person so employed by Lessee. All additions, fixtures or
improvements which may be made by Lessee, except movable office furniture,
removable equipment and machinery and other similar items not permanently
affixed to the Premises shall become the property of the 


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Lessor and remain upon the Premises as a part thereof, and be surrendered with
the Premises at the termination of this Lease. All damage caused by installation
and removal of said removable equipment and machinery shall be repaired by
Lessee and the Premises restored to original condition.

         9. REMOVAL OF LIENS BY LESSEE - LESSOR'S RIGHT ON DEFAULT. Lessor shall
not be liable for any labor or materials furnished or to be furnished to Lessee
upon credit. The Lessee herein shall not have any authority to create any liens
for labor or materials on the Lessor's interest in the Premises, or the building
or property of which the Premises are a part, and all persons contracting with
the Lessee for the destruction or removal of any facilities or other
improvements or for the erection, installation, alteration, or repair of any
facilities or other improvements on or about the Premises, and all materialmen,
contractors, subcontractors, mechanics, and laborers are hereby charged with
notice that they must look only to the Lessee and to the Lessee's interests in
the Premises to secure the payment of any bill for work done or material
furnished at the request or instruction of Lessee. Lessee hereby indemnifies
Lessor against, and shall keep the Premises and structure free from any and all
mechanics liens or other such liens arising from any work performed, material
furnished or obligations incurred by Lessee.

         Whenever any such lien shall have been filed based upon any act or
interest of Lessee or of anyone claiming through Lessee, or if any security
agreement shall have been filed for or affecting any materials, machinery, or
fixtures used in the construction, repair, or operation thereof or annex thereto
by Lessee, Lessee shall immediately take such action by bonding, deposit, or
payment as will remove the lien or security agreement. If Lessee has not removed
the lien to Lessor's satisfaction within thirty (30) days after notice to
Lessee, Lessor may, at its option, either immediately declare a default by
Lessee under this Lease or pay the amount of such lien or security agreement or
discharge the same by deposit, and any amount so paid or deposited, with
interest thereon shall be deemed Additional Rent or reserved under this Lease,
and shall be payable forthwith with interest at the rate of fifteen (15%)
percent per annum from the date of such advance by Lessor, and with the same
remedies to the Lessor as in the case of default in the payment of rent as
herein provided.

         10. NO REPAIRS BY LESSOR. This Lease is a net lease. Lessee shall keep
the Premises in good order and repair including but not limited to the HVAC,
plumbing, electrical, paving, all doors, windows, glass, including plate glass,
and all other parts of the Premises. Lessor agrees to keep in good order and
repair the roof, slab and exterior walls of the Premises, except for any damage
caused by or arising out of Lessee's use of the Premises. In no event shall this
Lease obligate Lessor to maintain or to make any other repairs of any kind in or
upon the Premises. Lessee shall, at its own expense, keep and maintain the
Premises and appurtenances and every part thereof, (including, without
limitation, all walls, floors, ceilings, doors, windows, glass, including plate
glass, all heating, air conditioning, water, sanitary and electrical systems,
all plumbing and sprinkler systems, if any, together with any and all fixtures
relating thereto, whether in, under, on or appurtenant to the Premises) in good
order and repair. Lessee further agrees that it shall be liable for any damage
to the Premises or any of said systems and fixtures and equipment. lessee agrees
to return the Premises to Lessor at the expiration of this lease in as good
condition and repair as when Rent commenced hereunder after Lessee's
improvements have been completed, natural wear and tear excepted. At the
expiration of this Lease, Lessee shall 

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leave all electrical wiring, connections, improvements and fixtures in place
upon the Premises and not remove same.

         11. REPAIRS AND MAINTENANCE BY LESSEE.

              (a) Lessee shall, at its sole cost and expense, at all times keep
and maintain the Premises and every part thereof in neat, clean and good
condition and repair, including, without limitation, the maintenance,
replacement and repair of any doors, window casements, glazing, plumbing, pipes,
electrical wiring and conduits, heating and air conditioning system. Lessee
shall, upon the expiration or sooner termination of this Lease, surrender the
Premises to Lessor in good condition, broom clean, ordinary wear and tear
excepted.

              (b) If Lessee refuses or neglects to make any repairs as required
hereunder to the reasonable satisfaction of Lessor within thirty (30) days after
written demand (or shorter period in the event of an emergency), Lessor may make
such repairs without liability to Lessee for any loss or damage that may occur
to Lessee's fixtures or other property or to Lessee's business by reason
thereof, and upon completion thereof, Lessee shall pay lessor's costs for making
such repairs plus twenty (20%) percent for overhead, upon presentation, of a
bill therefor, as Additional Rent.

         12. UTILITIES. Lessee shall be solely responsible for and promptly pay
any deposits and any charges for all gas, water, electricity, fuel, light, heat
and power bills for the Premises, and for such other materials or services as
are used by lessee in connection therewith. If Lessee does not pay the same,
lessor may pay the same and such payment shall be added to the rental of the
Premises as Additional Rent.

         13. REAL ESTATE AND OTHER TAXES. Lessee shall promptly pay as
Additional Rent its proportionate share of any real estate taxes attributable to
the Premises from and after the time Lessee takes possession of the Premises and
continuing during the term of the Lease and any extensions thereof. The term
"real estate taxes" shall include all real estate taxes, assessments, water and
sewer rents and other governmental impositions and charges of every kind and
nature whatsoever, ordinary and extraordinary, general and special, foreseen and
unforeseen, and each and every installment thereof (including interest) which
shall be levied, assessed, imposed, due or payable, or liens upon, arising in
connection with the use, occupancy or possession of or become due and payable
out of, or for, the Premises and the building and real property of which the
Promises are a pail or any part thereof, and all costs incurred by Lessor in
contesting or negotiating the same with a governmental authority ("Real Estate
Taxes").

         Lessee shall pay to Lessor as Additional Rent the sum of Two Thousand
and no/100 ($2,000.00) Dollars per month commencing with the first monthly
rental payment under this Lease, on account of Lessee's Real Estate Taxes based
upon fifty (50% percent of Lessor's estimate of Real Estate Taxes. Such payment
shall be due and payable on or before the first day of each month at the same
time and in the same manner as rent. Said payments shall be placed in an
interest bearing account and disbursed only for taxes. All interest shall be for
the account of Lessee. However, Lessee shall be responsible for One Hundred
(100%) percent of its share of Real Estate Taxes.


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         Lessor shall submit to Lessee, near the end of each calendar year, a
bill for Lessee's share of the Real Estate Taxes for the prior year. In the
event that Lessee's share shall exceed the amount paid for the pr.-or year,
Lessee shall pay to Lessor such excess within ten (10) days following receipt
thereof. Lessor may, at its option, increase Lessee's monthly payments towards
Real Estate Taxes by one-twelfth (1/12) of the excess due for the prior year. In
the event Lessee has paid more than its share, such excess shall be applied to
the next year as a credit against monthly installments due.

         The official tax bills to Lessor for Real Estate Taxes shall be
conclusive evidence as to the amount of Real Estate Taxes for the period
represented thereby. All calculations as to Real Estate Taxes shall be made with
allowance for the maximum available discount. In the event official tax bills
are not rendered for any Real Estate Taxes in time for Lessor to make lessor's
expense computation of Real Estate Taxes and/or Lessor's estimated expense
computation of Real Estate Taxes, Lessor may estimate such Real Estate Taxes
based upon prior years real estate taxes and adjust same subject to
determination of actual Real Estate Taxes.

         14. SALES AND EXCISE TAX. Lessee shall pay as Additional Rent to Lessor
any and all sales and excise taxes levied as a result of rents paid under this
Lease, whether or not assessed directly against Lessee, any such amounts being
payable together with each monthly installment of Base Rent payable pursuant to
paragraph 3 hereof.

         15. PERSONAL PROPERTY TAXES. lessee shall pay, or cause to be paid,
before delinquency any and all taxes levied or assessed and which become payable
during the term hereof upon Lessee's leasehold improvements, equipment,
furniture, fixtures, and/or any other personal property located in or about the
Premises. In the event any or all of Lessee's leasehold improvements, equipment,
furniture, fixtures and other personal property shall be assessed and taxed with
the real property, Lessee shall pay to Lessor its sham of such taxes within ten
(10) days after delivery to Lessee by Lessor of a statement in writing setting
forth the amount of such taxes applicable to Lessee's property.

         16. EXTERIOR SIGNS. lessee shall not place or suffer to be placed or
maintained on any exterior door, wall or window of the Premises any decoration,
lettering, signs, awning or canopy, or advertising matter or other thing of any
kind, on the glass of any window or door of the Premises without first obtaining
Lessor's written approval and consent which shall not be unreasonably withheld
and without obtaining and complying with all governmental and/or municipal
permits, regulations, laws or otherwise. Any and all signs placed on the
Premises by Lessee and visible from the outside thereof shall be maintained in
compliance with rules and regulations of Lessor, if any, and all governmental or
municipal agencies governing such signs and the Lessee shall be responsible to
Lessor for any damage caused by installation, use, or maintenance of said signs.
Lessee agrees to remove all of said signs at the expiration of this Lease and to
repair all damage incident to such removal.

         17. INSURANCE. Throughout the term of this Lease, Lessee shall
maintain, at its sole expense, the following insurance coverages: (a) liability
insurance for bodily injury and property damage to protect lessor and Lessee
against damages, costs and attorney's fees arising out of accidents of any kind
occurring on or about the Premises , with limits of not less than $1,000,000.00
primary coverage per occurrence in respect to bodily injury and for property
damage, and with limits of not less than $5,000,000.00 umbrella coverage for
same; (b) fire and

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extended coverage casualty insurance, windstorm and flood insurance, to keep the
Building and improvements on the Land insured in a sum equal to full replacement
cost for the benefit of Lessor, payable to Lessor and with sufficient coverage
to reimburse the loss of all of Lessee's improvements to the Premises, and all
of lessee's fixtures, equipment, personal property and inventory; (c) plate
glass insurance to protect both Lessor and Lessee covering the replacement value
of all plate glass in or about the Premises; (d) appropriate workers'
compensation and any and all other insurance required by law and (e) Lessee
shall provide and maintain a policy in the name of lessor with loss payable to
Lessor insuring against loss of Rent and other charges payable by Lessee to
Lessor under this Lease for one (1) year (including all taxes). Such coverage
shall extend one (1) year beyond date of completion of repairs or termination of
this Lease due to casualty.

         All insurance coverage shall be written by a reliable insurance company
or companies rated A by Best Key Rating Guide, authorized to do business in the
State of Florida, and approved by Lessor. All insurance shall name Lessee and
Lessor as co-insureds, and a certificate or duplicate policies showing such
insurance in force shall be delivered to Lessor prior to the Commencement Date,
and such insurance and updated certificates or renewed policies shall be
maintained with Lessor throughout the term of this Lease. No policy shall be
cancelled or subject to reduction in coverage or other change without at least
30 days advance written notice to Lessor. All policies shall be written as
primary policies not contributing with and not in excess of coverage Lessor may
carry. To the extent permitted by its insurers, Lessee hereby waives any right
of recovery against Lessor for any loss covered by insurance. Lessee shall apply
to its insurers to obtain such waiver and shall obtain any special endorsements
if required by its insurer to evidence compliance with such waiver.

         18. INDEMNITY. Except for matters solely caused by Lessor's gross
negligence or intentional acts, Lessee shall indemnify Lessor and hold Lessor
harmless from and against all claims, actions, damages, liability (including
liability for negligence or in strict tort) and expense in connection with loss
of life, personal injury or damage to property (including environmental damage)
arising from or out of any occurrence in, upon or at the leased Premises, or
caused by the occupancy or use by Lessee of the leased Promises, or any part
thereof, or occasioned wholly or in part by any act or omission of Lessee, its
agents, contractors, employees, subcontractors or invitees including but not
limited to any such claims, actions, damages, liability and expense arising out
of Lessee's failure to comply with all environmental laws and regulations. In
caw Lessor shall, be made a party to any litigation commenced by or against
Lessee, then Lessee shall protect and hold Lessor harmless and shall pay all
costs, expenses, and reasonable attorney's fees incurred or paid by Lessor in
connection with such litigation.

         19. GARBAGE AND TRASH REMOVAL. Lessee shall be solely responsible for
all garbage and trash removal in connection with Lessee's use of the Premises.
Lessee shall contract for and maintain in effect sufficient trash removal
services including the maintenance of an adequate number of dumpsters upon the
Premises and shall provide for the regular removal of garbage, trash and other
refuse so that the same does not accumulate on or about the Premises.

         20. ALTERATIONS. Lessee shall make no alterations, additions, or
improvements in or to the Premises without the prior written consent of the
Lessor. All additions, together with non-removable fixtures and leasehold
improvements shall, when installed, attach to the freehold and become and remain
the property of Lessor; provided, however, Lessor shall have the right to


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elect to have Lessee remove any of the improvements upon thirty (30) days
written notice prior to the expiration or earlier termination of the term of the
Lease and Lessee shall repair any damage occasioned by such removal, and in
default thereof, Lessor may effect such removals and repairs at Lessee's
expense. All store fixtures or trade fixtures, signs, carpeting and drapes or
other window treatments shall remain the property of Lessee, subject at a times
to the Lessor's lien for Rent and other sums which may become due to Lessor
under this Lease.

         21. DESTRUCTION OF OR DAMAGE TO THE PREMISES. If the Premises are
totally destroyed by storm, fire, lightning, earthquake or other casualty, so
that the Premises are rendered untenantable in whole, this Lease shall terminate
as of the date of such destruction, and rental shall be accounted for as between
Lessor and Lessee as of that date. In the event the Premises are so totally
destroyed, Lessor shall have the option of retaining the insurance proceeds paid
on account of said casualty (except for payment of Lessee's personal property),
if any, or of rebuilding the Premises.

         In the event less than twenty-five (25 %) percent of the Premises are
materially damaged by fire other perils covered and paid for by extended
coverage insurance or if the damage exceeds twenty-five (25 %) percent but is
less than fifty (50%) percent of the Premises and repairs can be completed
within twelve (12) months for substantially the same amount of square footage,
the Lessor agrees to forthwith repair same (exclusive of Lessee's leasehold
improvements, fixtures, etc.) provided further that Lessee shall be entitled to
a proportionate abatement of the Rent from the date of damage and while such
repairs are being made, such proportionate abatement to be based upon the extent
to which the damage and making such repairs shall reasonably interfere with the
business carried on by the Lessee in the Premises. If such damage is due to the
fault or neglect of Lessee, or its employees, however, there shall be no
abatement of Rent.

         In the event that the material damage to the Premises exceeds fifty
(50%) percent of the property, Lessee and Lessor shall have the option to give
notice to the other at any time within sixty (60) days after such damage,
terminating this lease as of the date specified in such notice, which date shall
be no more than thirty (30) days after the giving of such notice. In the event
of giving such notice, this Lease shall expire and all interest of the Lessee in
the premises shall terminate on the date so specified in such notice and the
Rent, abated by a proportionate reduction based upon the extent, if any, to
which such damage interfered with the business carried on by the Lessee on the
Premises should be paid up to the date of such termination.

         Notwithstanding any to the contrary contained in this paragraph, Lessor
shall not have any obligation whatsoever to repair, construct or restore the
Premises when the damage resulting from any casualty covered under this
paragraph occurs during the last twenty-four (24) months of the term of this
lease or any extension thereof. lessor shall not be required to repair or
replace any injury or damage by fire or other cause or to make any repairs or
replacements of any leasehold improvements, fixtures or other personal property
of Lessee.

         22. CONDEMNATION. If the whole of the Premises, or such portion thereof
as will make the Premises unusable for the purposes herein leased, be condemned
or otherwise taken by proceedings in the nature of condemnation or eminent
domain by any legally constituted authority for any public use or purpose, then
in either of said events the term hereby granted shall cease from the time when
possession thereof is taken by public authorities, and rental shall


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terminate. Such termination, however, shall be without prejudice to the rights
of Lessor to recover compensation and damage caused by condemnation from the
condemnor. It is further agreed that the Lessee shall have no claim against
Lessor or the condemning authority for the value of any unexpired term of this
Lease or in any award made to the Lessor by any condemnation authority.

         23. ASSIGNMENT AND SUBLEASING. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage or otherwise encumber all or any
part of Lessee's interest in this Lease, including Lessee's fixtures, or any of
Lessee's duties, obligations, right or rights hereunder, or sublet the Premises
or any part or portion thereof, and, if Lessee is a corporation, partnership or
trust, shall not permit a transfer of effective control of Lessee, or permit the
same or any part thereof to be used for any purpose other than the purpose set
forth in paragraph 5 hereinabove, except upon the prior written consent of
Lessor, which consent, in Lessor's sole discretion, may be unreasonably
withheld. Any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be deemed a nullity, and at Lessor's
option, constitute grounds for termination of this Lease. It is further agreed
that any permitted assignment or sublease by Lessee shall be made only upon such
terms and conditions as are acceptable to Lessor, such acceptability being in
Lessor's sole and complete discretion. Consent by Lessor to any assignment or
sublease shall not destroy this provision or operate as a waiver, and all
subsequent assignments or subleases, if any, shall be made only according to the
terms and conditions hereof and upon the aforesaid written consent of Lessor.
Any assignee or sublessee of Lessee shall, at the option of Lessor, become
directly liable to Lessor for all obligations of Lessee under this Lease but no
assignment or sublease by Lessee shall relieve Lessee of any of its liability or
obligations hereunder.

         No subletting or assignment, even with the consent of Lessor shall
relieve Lessee of its obligations to pay the Rent and to perform all of the
other obligations to be performed by Lessee hereunder. The acceptance of Rent by
lessor from any other person shall not be deemed to be a waiver by Lessor of any
provision of this Lease or to be a consent to any assignment or subletting. If
at any time during the term of this Lease any part or all of the interests or
shares of Lessee shall be transferred by bequest, inheritance, or operation of
law, Lessee shall promptly notify Lessor in writing of such change.

         24. GOVERNMENTAL ORDERS. Lessee, at its sole cost and expense, agrees
promptly to execute and comply with all statutes, ordinances, rules, orders,
regulations and requirements of the Federal, State, County and City Government
and of any and all the agencies, departments and bureaus applicable to said
Premises (including environmental), for the correction, prevention, and
abatement of nuisances or other grievances, in, upon, or connected with said
Premises during said term; and shall also promptly comply with and execute all
rules, orders and regulations of the Southeastern Underwriters Association for
the prevention of fires, at its own costs and expense provided that such
compliance is necessitated due to the Lessee's use of the Premises.

         25. DEFAULT OF LESSEE.

              (a) It is mutually agreed that in the event the Lessee shall
default in the payment of Base or Additional Rent herein reserved, when due and
fails to cure such default within five (5) days after receipt of written notice
of default from Lessor; or if Lessee shall be in 


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default in performing any of the terms or provisions of this Lease other than
the provisions requiring the payment of Rent, and fails to cure such default
within ten (10) days after the date of receipt of written notice of default from
lessor if such default is monetary or thirty (30) days written notice if such
default is non-monetary; or if Lessee permanently vacates or abandons the
Premises; or if Lessee is adjudicated bankrupt; or if a permanent receiver is
appointed for Lessee's property; or if, whether voluntarily or involuntarily,
Lessee takes advantage of any debtor relief proceedings under any present or
future law, whereby the Rent or any part thereof is, or is proposed to be,
reduced or payment thereof deferred; or if Lessee makes an assignment for
benefits of creditors; or if Lessee's assets should be levied upon or attached
under process against Lessee, and is not satisfied or dissolved within thirty
(30) days after written notice from Lessor to Lessee to obtain satisfaction
thereof; or Lessee fails to observe or perform any of the covenants, conditions
or provisions of this Lease to be observed or performed by Lessee, other than as
described in this paragraph, where such failure shall continue for a period of
thirty (30) days after written notice thereof by Lessor to Lessee; then, and in
the event of any such default or breach by Lessee, Lessor may at any time
thereafter, in its sole discretion, with or without notice or demand and without
limiting Lessor in the exercise of a right or remedy which Lessor may have by
reason of such default or breach:

                        (i) Terminate Lessee's right to possession of the
                   Premises by any lawful means, in which case this Lease shall
                   terminate and Lessee shall immediately surrender possession
                   of the Premises to lessor. Upon such termination by Lessor,
                   Lessee will at once surrender possession of the Premises to
                   Lessor and remove of all Lessee's effects therefrom which
                   Lessee is authorized hereunder to remove; and Lessor may
                   forthwith m-enter the Premises and repossess himself thereof,
                   and remove all persons and effects therefrom, using such
                   force as may be reasonably necessary, and no such act shall
                   render Lessor guilty of trespass, forcible entry or detainer
                   or other tort. In such event, lessor shall be entitled to
                   recover from Lessee all damages incurred by Lessor by reason
                   of Lessee's default including, but not limited to, the cost
                   of recovering possession of the Premises; expenses of
                   reletting, including necessary renovation and alteration of
                   the Premises; past due Rent, reasonable attorney's fees and
                   court costs; the value at the time of award by the court
                   having jurisdiction thereof of the amount by which the unpaid
                   Rent and other charges called for herein for the balance of
                   the term after the time of such award exceeds the amount of
                   such loss for the same period that Lessee proves could be
                   reasonably avoided; and that portion of any leasing
                   commission paid by Lessor applicable to the unexpired term of
                   this Lease; or

                        (ii) Maintain Lessee's right to possession, in which
                   case this Lease shall continue in effect whether or not
                   Lessee shall have abandoned the Premises; and in such event
                   Lessor shall be entitled to enforce all of Lessor's rights
                   and remedies under this Lease, including the right to recover
                   the Rent and any other charges as may become due hereunder or
                   to obtain specific performance, injunctive relief or other
                   equitable relief necessary to require Lessee to fulfill all
                   of its obligation and duties set forth herein; or


                                      -10-


<PAGE>

                        (iii) Declare the balance of the entire Rent for the
                   remainder of the term of this Lease to be immediately due and
                   payable, and then proceed immediately to collect the unpaid
                   Rent called for by this Lease by distress or otherwise.

                        (iv) Pursue any other remedy now or hereafter available
                   to Lessor under the laws or judicial decisions of Florida.

         Nothing herein contained shall be construed as precluding Lessor from
having such remedy as may become necessary in order to preserve Lessor's right
or the interest of Lessor in the Premises and in this Lease, even before the
expiration of the grace or notice periods provided for in this Lease, if under
particular circumstances then existing the allowance of such grace or the giving
of such notice will prejudice or will endanger the rights and estate of Lessor
in this I-ease or in the Premises. All rights and remedies granted in this Lease
to Lessor or available at law shall be cumulative and not mutually exclusive.

         Lessee hereby pledges and assigns to Lessor as security for payment of
any and all Rent or other sums or amounts provided for herein, all of the
furniture, fixtures, equipment, goods and chattels of Lessee which shall or may
be brought or put on or into the Premises, and Lessee agrees that said lien may
be enforced by distress, foreclosure or otherwise, at Lessor's election. lessee
expressly waives and renounces any and all exemption rights it may now or
hereafter acquire under or by virtue of the constitution and laws of the State
of Florida or of any other state, or of the United States, as against the
payment of said Rent or any other obligation or damage that may accrue under the
terms of this Lease.

         Any notice provided in this paragraph may be given either by lessor or
its attorney.

              (b) NO WAIVER OF DEFAULT. Failure of Lessor to declare any default
immediately upon occurrence thereof, or delay in taking action in connection
therewith, shall not waive such default, but Lessor shall have the right to
declare any such default at any dm and take such action as might be lawful or
authorized hereunder, in law and/or in equity. 'Me acceptance of Rent by Lessor
hereunder whether accompanied by Lessee's denial of default or otherwise shall
in no event ever be construed or deemed a waiver or acceptance of any default by
Lessee; and no waiver of any term, provision, condition or covenant of this
lease by Lessor shall ever be deemed to imply or constitute a further waiver by
Lessor of such default or a waiver of any other term, provision, condition or
covenant of this Lease.

              (c) WAIVER OF JURY TRIAL/COUNTERCLAIM. The parties hereby waive
trial by jury in any action, proceeding or counterclaim brought by either party
against the other on any matter whatsoever arising out of, or in any way
connected with this lease, the relationship of lessor and Lessee created hereby,
Lessee's use or occupancy of the Premises, and/or any claim for injury or
damage. In the event Lessor commences any proceedings for non-payment of Rent,
Base Rent or Additional Rent, Lessee will not interpose any counterclaim (except
a compulsory counterclaim) of whatever nature or description in any such
proceedings. This shall not, however, be construed as a waiver of Lessee's right
to assert such claims in any separate action or actions brought by Lessee.

         26. RELETTING BY LESSOR. Should Lessor elect to re-enter, as herein
provided, or should it take possession pursuant to legal proceedings or pursuant
to any notice provided for 

                                      -11-


<PAGE>


by law, it may either terminate this Lease, make such alterations and repairs as
may be necessary or desirable in order to relet the Premises, and relet said
Premises or any part thereof for such term or terms (which may be for a term
extending beyond the term of this Lease) and at such rental or rentals and upon
such other terms and conditions as Lessor in its sole discretion may deem
advisable; upon each such reletting all rentals received by Lessor shall be
applied first to the payment of any indebtedness other than base rent or any
item of additional rent due from lessee to Lessor, second to the payment of any
costs and expenses of such reletting, including brokerage fees and attorney's
fees and of costs of such alterations and repairs; third to the payment of rent
due and unpaid hereunder, and the residue, if any shall be held by Lessor and
applied in payment of future rent as the same may become due and payable
hereunder. If such rentals received from such reletting during any month during
the term of this Lease be less than that to be paid during that month by Lessee,
Lessee shall pay any such deficiency to Lessor. No such reentry or taking of
possession of said Premises by Lessor shall be construed as an election on its
part to terminate this Lease unless a written notice of such intention be given
to Lessee or unless the termination be decreed by a court of competent
jurisdiction.

         27. ATTORNEY'S FEES. If any action is brought to enforce the terms of
the Lease, the prevailing party shall be entitled to recover and the
non-prevailing party shall pay to the prevailing party the reasonable attorney's
fees and all expenses of the prevailing party incurred in connection with such
action, including fees prior to suit and those incurred during appeals.

         28. PERFORMANCE OF LESSEE'S OBLIGATIONS. If Lessee shall be in default
hereunder, including any default resulting from the failure or refusal of Lessee
to pay its obligations owed to third parties pursuant to the provisions hereof,
Lessor may cure such default on behalf of Lessee, in which event Lessee shall
reimburse Lessor for all sums paid to effect such cure, together with interest
at the rate of eighteen (18 %) percent per annum from the date of such cure by
Lessor and reasonable attorneys' fees, said sums to be deemed Additional Rent
hereunder. In order to collect such reimbursement lessor shall have all the
remedies available under this Lease for a default in the payment of Rent.

         29. ENTRY BY LESSOR. The Lessor, or any of his agents, shall have the
right to enter the Premises during all reasonable hours, to examine the same to
make such repairs, additions or alterations as may be deemed by Lessor necessary
for the safety, comfort, or preservation thereof, or to exhibit said Premises,
and to put or keep upon the doors or windows thereof a notice 'FOR RENT" at any
time within ninety (90) days before the expiration of this Lease. The right of
entry shall likewise exist for the purpose of removing placards, signs,
fixtures, alterations, or additions, which do not conform to this Lease.

         30. EFFECT OF TERMINATION OF LEASE. No termination of this Lease prior
to the normal ending thereof, by lapse of time or otherwise, shall affect
Lessor's right to collect Rent for the period prior to termination thereof.
Termination of this Lease shall also terminate any option to extend or purchase.

         31. ACTS OF THIRD PARTIES. Lessor and Lessee hereby agree that Lessor
shall not be liable to Lessee for any damages which are the direct or indirect
result of the act, conduct or activity of a third party not a party to this
Lease.


                                      -12-


<PAGE>


         32. LESSOR'S LIABILITY. Except for Lessor's gross negligence or
intentional acts, Lessor shall not be liable for any damage or injury to
Lessee's property or to Lessee's agents, employees, contractors, subcontractors
or invitees upon the Premises regardless of the cause of such damage or injury
nor for any condition of the Premises whatsoever. This provision is not intended
to be a measure or agreed amount of Lessor's liability with respect to any
particular breach, and shall not be used for the purposes of determining any
liability of Lessor hereunder, except only as a maximum not to be exceeded in
any event. All personal liability of Lessor, of every sort, if any, is hereby
expressly waived by Lessee, and- that so far as Lessor is concerned, Lessee
shall look solely to the property for the payment thereof. All personal property
located, placed or moved in, on or about the Premises shall be at the risk of
Lessee and Lessor shall not be liable for any damages or injury to said personal
property or to the Lessee, its employees, agents, officers, or invitees, or to
any other person arising out of or resulting from the breakage, leakage, or
obstruction of the water, sewer or soil pipes, other leakage in or about the
Premises, any defect in electrical systems, any other defect or structural
deficiency in the Premises.

         33. SUBORDINATION, ESTOPPEL CERTIFICATE AND ATTORNMENT. Lessee agrees
that this Lease shall be subordinate to any mortgage or other financing lien now
or hereinafter enforced or placed against the Premises or the building or real
property of which the Premises are a part, provided Lessee receives from all
such lenders an executed non-disturbance agreement providing for Lessee's
continued occupancy of the Premises in the event of default by Lessor to Lender.
Lessee agrees to execute any documents requested by Lessor to confirm any such
subordination. Lessee agrees to deliver an estoppel certificate to any existing
or proposed mortgagee or purchaser or person designated by lessor certifying
that the Lease is in full force and effect. Lessee shall in the event of any
sale of the Premises attorn to the purchaser and recognize that purchaser as
Lessor under this Lease.

         34. HOLDING OVER. If Lessee remains in possession of Premises after
expiration of the term or extended term hereof, with Lessor's acquiescence and
without compliance with paragraph 2 or any other express agreement of the
parties, lessee shall be a tenant at will on a month to month basis at rental
rate in effect at the end of this Lease; and there shall be no renewal of this
Lease by operation of law. In such event, if either Lessor or Lessee wishes to
terminate said occupancy at the end of a month after the termination of the
Lease, the party so desiring to terminate same shall give the other party at
least thirty (30) days written notice to that effect. Failure on the part of
Lessee to give such notice shall obligate Lessee to pay rent for an additional
month following the month in which Lessee has vacated the Premises. If such
occupancy continues without the consent of Lessor, Lessee shall pay to Lessor,
as liquidated damages, 200% of the amount of Rent at the highest rate specified
in the Lease for the time Lessee retains possession of the Premises or any part
thereof after termination of the term by lapse of time or otherwise.

         35. OPTION TO RENEW. Provided no default beyond applicable notice and
cure periods then exists, Lessee is hereby granted an option to renew this Lease
for one (1) term of three (3) years, upon the terms, conditions and rents set
forth in this Lease. Said option to be exercised by Lessee giving Lessor written
notice of its election to extend the term of this Lease not later than six (6)
months prior to the expiration of the initial term.


                                      -13-

<PAGE>


         36. RIGHTS CUMULATIVE. All rights, powers and privileges conferred
hereunder upon Lessor and Lessee shall be cumulative but not restricted to those
given by or existing at law.

         37. NOTICE. Notices to either party hereunder shall be mailed by U.S.
Mail, Certified, Return Receipt Requested or by overnight courier service or by
hand delivery or by facsimile and shall be deemed effective upon date of
delivery, as follows:

                    To lessor:        Acosta Family Limited Partnership
                                      7905 N.W. 164 Terrace
                                      Miami, FL 33169

                    Copy To:          Goldstein & Tanen, P.A.
                                      #3250, One Biscayne Tower
                                      Miami, FL 33131
                                      Attention: Jeffrey S. Tanen, Esquire
                                      Fax: (305) 374-7632

                    To lessee:        Hesco Sales, Inc.
                                      8505 N.W. 74th Street
                                      Miami, FL 33166
                                      Attention: Gary McAlpin
                                      Fax: (305) 594-4228

                    Copy To:          Greenberg Traurig et al
                                      1221 Brickell Avenue
                                      21st Floor
                                      Miami, FL 33131
                                      Attention: Fern Watts, Esquire
                                      (305) 579-0717 - fax

         38. WAIVER OF RIGHTS. No failure of either lessor or Lessee to exercise
any power given them hereunder, or to insist upon strict compliance with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of Lessor's or Lessee's right to
demand exact compliance with the terms hereof. Any waiver of rights by lessor or
Lessee hereunder must be in writing to be effective.

         39. TIME OF ESSENCE. Time is of the essence as to this agreement and of
each and every provision hereof.

         40. DEFINITIONS. "Lessor" as used in this Lease shall include the first
party and its successors and assigns. "Lessee" shall include the second party
and its successors and assigns. In construing this Lease, the singular shall be
held to include the plural, the plural shall include the singular, the use of
any gender shall include every other and all genders, and captions and paragraph
headings shall be disregarded.

                                      -14-


<PAGE>


         41. CAPTIONS. The captions or paragraph headings contained in this
Lease are for convenience and reference only and do not limit, vary or in any
other manner affect the substance of any provision hereof.

         42. BUSINESS ENTITY. If Lessor or Lessee is a corporation, partnership,
or other business entity, each individual executing this Lease on behalf of said
corporation, partnership or other business entity represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation, partnership, or other business entity, and that this Lease is
binding upon said corporation, partnership, or other business entity.

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

         44. ENTIRE AGREEMENT. This lease and the Exhibits, if any, attached
hereto, contain the entire agreement of the parties hereto and no
representations, inducements, promises or agreements, oral or otherwise, between
the parties, not embodied herein, shall be of any force or effect. Except as
herein otherwise provided, no subsequent alteration, amendment, change or
addition to this Lease shall be binding upon Lessor or Lessee unless reduced to
writing and signed by both parties.

         45. PARTIAL INVALIDITY. If any term, covenant or condition of this
Lease or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition of this lease shall be
valid and be enforced to the fullest extent permitted by law.

         46. BROKERAGE. The parties acknowledge that no broker, person, or
similar entity acted in any manner in connection with bringing about this lease,
nor is anyone else entitled to a commission or fee in connection therewith,
except as provided in this Paragraph 46. Lessor and Lessee agree to indemnify
and save each other harmless from and against any and all claims, suits,
liabilities, costs, judgments and expenses, including reasonable attorneys'
fees, for any leasing commissions or other commissions, fees, changes or
payments resulting from or arising out of their respective actions in connection
with bringing about this Lease. The foregoing indemnification obligations shall
survive the expiration or earlier termination of this Lease.

         47. NO ESTATE IN LAND. This contract shall create the relationship of
landlord and tenant between Lessor and Lessee. No estate shall pass out of
Lessor. lessee has only a leasehold, not subject to levy and sale, and not
assignable by Lessee except by Lessor's consent. Neither this lease nor any
short form or memorandum thereof shall be recorded in the Public Records,
without Lessor prior written consent and approval of such memorandum which shall
not be unreasonably withheld.


                                      -15-


<PAGE>

         48. GOVERNING LAW. This agreement shall be interpreted in accordance
with the laws of the State of Florida, and the parties agree that in the event
of any action or litigation hereon, that venue shall be in the county where the
Leased Premises are situated.

         49. COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee, at its sole cost and
expense, agrees that it will comply with all local, state, and federal laws,
regulations and codes concerning the storage, handling, transportation, and
disposal of toxic, solid and hazardous waste materials. Lessee agrees to
indemnify, defend and hold harmless Lessor against any and all claims made by
any governmental or private entity or person relating to the Lessee's improper
storage, handling, transportation or disposal of any toxic, solid or hazardous
waste materials, either on or off the Premises. Lessee's obligations under this
paragraph 49 shall not apply to conditions existing prior to the commencement of
the term of this Lease.

         Lessee shall not cause or permit any Hazardous Material to be brought
upon, kept or used in or about the Premises by Lessee, its agents, employees,
contractors or invitees. If Lessee breaches this obligation, Lessee shall
indemnify, defend and hold Lessor harmless from any and all claims, judgments,
damages, penalties, fines, costs, liabilities or losses (including, without
limitation diminution in value of the Premises, damages for the loss or
restriction on use of rentable or usable space or of any amenity of the
Premises, damages arising from any adverse impact on marketing of space, and
sums paid in settlement of claims, attorneys' fees, consultant fees and expert
fees) which arise during or after the lease term as a result of such
contamination. This indemnification of Lessor by Lessee includes, without
limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remedial, removal or restoration work required by a
Federal, State or local government agency or political subdivision because of
Hazardous Material present in the soil or ground water on or under the Premises.
Without limiting the foregoing, if the presence of any Hazardous Material on the
Premises caused by Lessee results in any contamination of the Premises, Lessee
shall promptly take all actions at its sole expense as are necessary to return
the Premises to the conditions existing prior to the introduction of any such
Hazardous Material to the Premises; provided that Lessor's approval of such
actions shall first be obtained, which approval shall not be unreasonably
withheld so long as such actions would not potentially have any material adverse
long-term or short-term effect on the Premises. The foregoing indemnity shall
survive the expiration or earlier termination of this lease.

         As used herein, the term "Hazardous Material" means any hazardous or
toxic substance, material or waste, including, but not limited to, those
substances, materials and wastes listed in the United States Department of
Transportation Hazardous Materials Table (49 CFR 172. 101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto, or such substances, materials and wastes that are or become
regulated under any applicable local, state or Federal law. Lessor and its
agents shall have the right, but not the duty, to inspect the Premium at any
time to determine whether Lessee is complying with the terms of this Lease. If
Lessee is not in compliance with this lease, Lessor shall have the right to
immediately enter upon the Premises to remedy any contamination caused by
Lessee's failure to comply notwithstanding any other provision of this lease,
Lessor shall use its best efforts to minimize interference with Lessee's
business but shall not be liable for any interference caused thereby. All
inspections to be at business hours only. Any default under this Section shall
be a material default enabling lessor to exercise any of the remedies set forth
in this lease.


                                      -16-


<PAGE>


         50. RADON DISCLOSURE. Florida Statute ss.404.056 requires this
statement to be included in all contracts for sale and purchase or in any rental
agreements of any buildings:

              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.

         51. COVENANT OF QUIET ENJOYMENT. Lessor covenants that Lessee may
feasibly hold and enjoy the Premises with exclusive control and possession
thereof during the term of this Lease, subject only to the terms and conditions
of this Lease and provided only that Lessee performs and observes the terms,
conditions and covenants of this Lease.

         52. CROSS DEFAULTS. Lessee covenants and agrees that a default under
this lease shall constitute a default under two other leases executed by lessee,
one with Evelio Acosta and Gladys Acosta for premises located at 4125 E. 11th
Avenue, Hialeah, Florida and the other with Evelio Acosta and Gladys Acosta for
premises located at 27137 Highway 33, Okahumpka, FL 34762. A default under this
lease or said other leases shall also constitute a default under that certain
Employment Agreement between Evelio Acosta and Hi-Rise Recycling Systems, Inc.

         Lessee shall be in material default under this lease in the event that
Lessee or any of its affiliates (as defined for purposes of Rule 144) defaults
on any of its respective obligations to Lessor, Evelio Acosta and Gladys Acosta
under any other agreement or document (whether now existing or hereafter
executed and as amended or modified from time to time). Lessee's obligations
under this lease shall be absolute and unconditional, and Lessee shall have no
rights or offset or any other similar right under this lease with respect to any
obligations of Lessor or its affiliates under any other agreement or document.

         53. DETERMINATION OF FAIR MARKET VALUE. Unless the parties otherwise
agree in writing, six (6) months prior to the expiration of the fifth (5th) full
year of the term of this lease, Lessee shall have the property appraised as to
its fair market rental value by an appraiser selected by Lessee who shall be a
member of the Appraiser's Institute or other comparable designation in the state
of Florida. Said appraiser being herein referenced as "Lessee's Appraiser". If
the Lessor disagrees to the value indicated by lessee's Appraiser, then Lessor
shall select an appraiser ("Lessor's Appraiser") and Lessee's Appraiser and
Lessor's Appraiser shall select a third appraiser (the "Neutral Appraiser"). All
such Appraisers shall be members of the Appraiser's Institute or comparable
Florida designation. The appraisals performed by the three Appraisers shall then
be averaged and the average so determined shall be the new rental amount for the
Base Rent for the property. All of the other terms and conditions of the lease
shall remain in full force and effect. In the event Lessee fails to provide
lessee's appraisal within the time specified herein, Lessee shall be deemed to
have waived its rights to determine the rental by appraisal and the rental for
the sixth (6th) year and seventh (7th) year of the lease shall be deemed to be
the same as year five (5) increased by CPI.

                                      -17-


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Lease, on the
day and year first above written.

                                           LESSEE:

____________________________________       Hesco Sales, Inc.


____________________________________       By:   /s/ J. GARY MCALPIN
                                             ---------------------------------
                                                                     President
                                           LESSOR:
____________________________________

                                           ACOSTA FAMILY LIMITED PARTNERSHIP,
                                           A FLORIDA LIMITED PARTNERSHIP
____________________________________

                                           By: Acosta Realty Investments, Inc.,
                                               its General Partner


                                            By: /s/ EVELIO ACOSTA
                                                ------------------------------
                                                Evelio Acosta, President



                                      -18-