Exhibit 10.4


                                 LEASE AGREEMENT

LANDLORD: LYONS CORPORATE PARK, LLLP (A FLORIDA LIMITED LIABILITY LIMITED
PARTNERSHIP).

TENANT: The Singing Machine Co., Inc.


BLDG.          A
     ------------------------

SUITE          5
     ------------------------

DATE   March 12, 2002
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                                                       INDEX
<S>          <C>         <C>     <C>                                                                      <C>
                                                                                                          Page
ARTICLE I             GRANT AND TERM
             Section     1.01    Leased Premises                                                            1
             Section     1.02    Length of Term                                                             1
             Section     1.03    Construction of Lease Premises                                             1
             Section     1.04    Possession After Completion of Construction                                1
             Section     1.05    Determination of Availability of Demised Premises                          1

ARTICLE II            RENT
             Section     2.01    Payment                                                                    1
             Section     2.02    Minimum Rent                                                               2
             Section     2.03    Adjustment of Fixed Minimum Rent                                           2
             Section     2.04    Real Estate Taxes                                                          2
             Section     2.05    Additional Rent                                                            2
             Section     2.06    Past Due Rent                                                              3

ARTICLE III           OPERATION AND MAINTENANCE OF COMMON AREAS
             Section     3.01    Designation of Common Areas                                                3
             Section     3.02    Construction of Common Areas                                               3
             Section     3.03    Tenant's Pro Rata Share of Expenses                                        3

ARTICLE IV            USE OF PREMISES
             Section     4.01    Use of Premises                                                            3
             Section     4.02    Care of Premises                                                           3

ARTICLE V             UTILITY SERVICES
             Section     5.01    Landlord's Obligation to Make Utility Services Available and Option
                                 To Supply Such Services                                                    4
             Section     5.02    Tenant's Obligation for Payment                                            4

ARTICLE VI            MAINTENANCE OF LEASE PREMISES
             Section     6.01    Landlord's and Tenant's Obligations for Maintenance                        4
             Section  6.02       Abuse of Plumbing, Walls, Etc.                                             4

ARTICLE VII           SIGNS
             Section     7.01                                                                               4

ARTICLE VIII          ALTERATIONS
             Section     8.01                                                                               5

ARTICLE IX            INSURANCE AND INDEMNITY
             Section     9.01    Covenant to Hold Harmless                                                  5
             Section     9.02    Fire Insurance Premium                                                     5
             Section     9.03    Tenant's Obligation to Carry Public Liability Insurance                    5
             Section     9.04    Insurance Costs                                                            5

ARTICLE X             ASSIGNMENT AND SUBLETTING
             Section     10.01                                                                              6

ARTICLE XI            ACCESS TO PREMISES
             Section     11.01   Right of Entry by Landlord                                                 6
             Section     11.02   Landlord's Right to Exhibit Premises                                       6

ARTICLE XII           EMINENT DOMAIN
             Section     12.01   Total Condemnation                                                         6
             Section     12.02   Partial Condemnation                                                       6
             Section     12.03   Landlord's and Tenant's Damages                                            6

ARTICLE XIII          DESTRUCTION OR DAMAGE TO DEMISED PREMISES
             Section     13.01   Reconstruction of Damaged Premises                                         6
             Section     13.02                                                                              6
             Section     13.03                                                                              7
             Section     13.04                                                                              7
             Section     13.05                                                                              7
             Section     13.06   Subrogation                                                                7

ARTICLE XIV           BANKRUPTCY OR INSOLVENCY
             Section     14.01   Landlord's Option to Terminate Upon Insolvency of Tenant or
                                 Guarantor Under State Insolvency Law or Upon Insolvency of
                                 Tenant or Guarantor Under Federal Bankruptcy Act                           7

ARTICLE XV            DEFAULT OF TENANT
             Section     15.01   Right to Re-Enter                                                          7
             Section     15.02   Legal Expenses                                                             8
             Section     15.03   Waiver of Jury Trial and Counterclaims                                     8
             Section     15.04   Curing of Tenant's Default                                                 8

ARTICLE XVI           TENANT'S PROPERTY
             Section     16.01   Taxes on Leasehold                                                         8
             Section     16.02   Notice by Tenant                                                           8

ARTICLE XVII          QUIET ENJOYMENT
             Section     17.01   Landlord's Covenant                                                        8

ARTICLE XVIII         HOLDING OVER, SUCCESSORS
             Section     18.01   Holding Over                                                               8
             Section     18.02   Successors                                                                 8

                                                     -i-
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ARTICLE XIX           CERTAIN RIGHTS OF LESSOR WITH RESPECT TO LAND
             Section     19.01   Easements and Utilities                                                    8

ARTICLE XX            MISCELLANEOUS
             Section     20.01   Waiver                                                                     9
             Section     20.02   Subordination                                                              9
             Section     20.03   Notices                                                                    9
             Section     20.04   Construction                                                               9
             Section     20.05   Non-Liability                                                              9
             Section     20.06   Net Lease                                                                  9
             Section     20.07   Financing and Tenant's Acknowledgment of Acceptance of Premises            9
             Section     20.08   Accord and Satisfaction                                                    10
             Section     20.09   Captions and Section Numbers                                               10
             Section     20.10   Partial Invalidity                                                         10
             Section     20.11   No Option                                                                  10
             Section     20.12   Recording                                                                  10
             Section     20.13   Sale or Transfer of the Demised Premises                                   10
             Section     20.14   Liens                                                                      10
             Section     20.15   Attornment                                                                 10
             Section     20.16   Set-Off Statement                                                          10
             Section     20.17   Entire Agreement                                                           10
             Section     20.18   Brokerage                                                                  11
             Section     20.19   No Oral Changes                                                            11
             Section     20.20   No Representations by Landlord                                             11
             Section     20.21   Corporate or Partnership Tenant                                            11
             Section     20.22   Damage From Roof Leaks                                                     11
             Section     20.23   Security Deposit                                                           11
             Section     20.24   Administrative Charge                                                      11
             Section     20.25   Laws of the State of Florida                                               11
             Section     20.26   Counterparts                                                               11
             Section     20.27   Right to Plat                                                              12
             Section     20.28   Radon Gas                                                                  12
             Section     20.29   Tenant's Time to Sue                                                       12
             Section     20.30   Rider                                                                      12

SIGNATURES                                                                                                  12

JURAT                                                                                                       13

RIDER                                                                                                       14

EXHIBIT "A" - LEGAL DESCRIPTION

EXHIBIT "B" - SITE PLAN

EXHIBIT "C" - TENANT'S CONFIRMATION LETTER

EXHIBIT "D" - DESCRIPTION OF LANDLORD'S WORK

EXHIBIT "E" - SIGN CRITERIA

GUARANTY

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                                     - ii -

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         THIS LEASE made and entered into this 12th day of March, 2002 by and
between LYONS CORPORATE PARK, LLLP (A FLORIDA LIMITED LIABILITY LIMITED
PARTNERSHIP) whose address is 6601 N. Lyons Road, Coconut Creek, Florida 33073,
Party of the First Part (hereinafter sometimes designated as "Landlord") and The
Signing Machine Co., Inc. (A Florida Corporation) whose address is 6601 Lyons
Road, Suite A-7, Coconut Creek, FL 33073 Party of the Second Part, (sometimes
hereinafter designated as "Tenant").

                                   WITNESSETH:

ARTICLE I         GRANT AND TERM

Section 1.01      Leased Premises

         In consideration of the mutual premises, covenants and agreements
herein contained, the adequacy of which consideration is by both parties
confessed and acknowledged, and in further consideration of the rents, covenants
and agreements hereinafter reserved and contained on the part of the Tenant to
be observed and performed, the Landlord leases to the Tenant, and the Tenant
rents from the Landlord, those certain premises now or hereafter to be erected
on the property hereafter described, located in Broward County, Florida,
described as containing 32 feet of frontage (measured from outside of exterior
wall or center of common partition, as the case may be) and have an overall
depth of 100 feet (measured from outside of exterior wall to outside of exterior
wall) for a total of 3,200 square feet of ground floor area, which would include
a portion of the truck well area, designated "Leased or Demised Premises", and
the same being located within the Industrial Park property known and described
as:

         EXHIBIT "A" attached hereto and made a part hereof, and as more
         particularly shown on Exhibit "B", together with the right to use the
         areas outlined around said Leased or Demised Premises.

         Landlord and Tenant agree that Exhibit "B" shows only the approximate
shape and dimensions of the proposed buildings in the Industrial Park, and
further agree that Tenant's consent shall not be required for any additions,
reductions or modifications thereto.

Section 1.02      Length of Term

         To have and to hold, together with appurtenances, for a term of Two
years and three months, upon the terms and conditions as herein set forth.

Section 1.03      Construction of Leased Premises

                                PARAGRAPH DELETED

Section 1.04      Possession After Completion of Construction

         Solely for the purpose of computing the term of this Lease, the
commencement date shall be deemed to be the first day of the month next
following the date when the premises are ready for occupancy. It is agreed that
by occupying said premises as a Tenant, Tenant formally accepts the same and
acknowledges that the Demised Premises are in the condition called for
hereunder. The rentals herein reserved shall commence on the date when the
premises are ready for occupancy.

         Tenant, prior to delivery of possession, shall be permitted to install
fixtures and other equipment so long as such activities do not interfere with
construction work, and it is agreed by Tenant that Landlord shall have no
responsibility or liability whatsoever for any loss of, or damage to, any
fixtures or other equipment so installed or left on the premises.

Section 1.05      Determination of Availability of Demised Premises

                                PARAGRAPH DELETED

         Landlord and Tenant agree that except for the items listed in Exhibit
"D", #18, Tenant accepts the premises in an ARTICLE II RENT "AS IS, WHERE IS"
condition and that the possession and commencement date of the Lease will be
June 1, 2002.

Section 2.01      Payment

         All rent and other charges payable to the Landlord under any provision
of this Lease shall be paid to the Landlord, or as the Landlord may otherwise
designate, in lawful money of the United States at the address of the Landlord
or at such other place as the Landlord in writing may designate, without any
set-off or deduction whatsoever, and without any prior demand therefor. In
addition to the payment of the Rent and other charges, the Tenant shall also pay
to the Landlord at the time of payment of such Rent and other charges, all
sales, use or occupancy taxes payable by virtue of any of such payments. Rent
for the first period during the term hereof which is for less than one (1) month
shall be a prorated portion of the monthly installment.


                                       1
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Section 2.02      Minimum Rent

         The fixed minimum annual rent during the term of this Lease shall be
payable by the Tenant in equal monthly installments on or before the first day
of each month in advance without any prior demand therefor and without any
deduction and set-off whatsoever, and shall be as follows:

1.       The minimum rent for the first twelve months shall be One thousand nine
         hundred eighty six and 67/100 ($1,986.67) Dollars per month for a total
         of Twenty three thousand eight hundred forty and 04/100 ($23,840.04)
         Dollars for the twelve month period.

2.       The minimum rent for the next twelve months shall be determined by
         Section 2.03 of the Lease Agreement using the prior period as the base
         period.

3.       The minimum rent for the next three months shall be determined by
         Section 2.03 of the Lease Agreement using the period as the base
         period.

Section 2.03      Adjustment of Fixed Minimum Rent

         The annual Fixed Minimum Rent shall be subject to periodical adjustment
(but never below the amount specified in the previous lease year) on the first
day of each Lease Period and on each anniversary thereafter. Landlord shall
notify Tenant of the adjustment upon Landlord's calculation of same but the
failure to do so within any specific time shall not be a waiver or release of
Landlord's right to collect/charge the increased minimum rent. The term "index"
means the South Consumer Price Index, All Items, For All Urban Consumers
(1982-84-100) published by the Bureau of Labor Statistics or other governmental
agency then publishing the Index (or if such index is no longer published, the
Index of Consumer Prices in Miami most closely comparable to the Index). The
term "Base Number" means the index number immediately preceding the month in
which falls the first day of the prior lease period, for which the rent is being
calculated. The term "Current Number" means the index number immediately
preceding the month in which falls the date of commencement of the particular
Lease Period. If the latest Current Number exceeds the Base Number, then the
Fixed Minimum Rent for the next Lease Period shall be increased to an amount
which is the product obtained by multiplying the Fixed Minimum Rent set forth in
Section 2.02 of this lease by a fraction, the numerator of which fraction is
such latest Current Number and the denominator of which fraction is the Base
Number. Such increased Fixed Minimum Rent shall be effective throughout the
Lease Period next following such latest Current Number. The basic or minimum
rental for each year of the extended time shall not be less than the amount of
rent being paid during the prior lease year. As used herein, the term "Lease
Period" means the First Lease Period which is 12 months and each consecutive
period, except that if the commencement date of the Lease Term is a day other
than the first day of a calendar month, then the first lease Period shall
include the number of days beginning with such commencement date and ending on
the last day of such month. This Section 2.03 shall apply to the Item #2 & #3 of
section 2.02. The minimum annual increase shall not be less than 4 percent.

Section 2.04      Real Estate Taxes

         For the purposes of this Section, the term "taxes" shall include all
real estate taxes, assessment (general and special) and other governmental
impositions and charges of every kind and nature whatsoever, extraordinary as
well as ordinary, foreseen and unforeseen, and each and every installment
thereof which shall or may during the lease term be levied, assessed, imposed,
become due and payable, or liens upon, or arise in connection with the use,
occupancy or possession of, or grow due or payable out of, or for, the building
or any part thereof, or the land (the "Parcel") upon which the building is
situated or any other improvements thereon. Tenant agrees to pay to Landlord
Tenant's share of taxes, as herein provided. Tenant's proportionate share of
taxes assessed with respect to all buildings in the industrial Park shall be
determined by multiplying the amount of such taxes by a fraction, the
denominator of which shall be the rentable square foot area of all buildings
constructed in the Industrial Park upon which any such taxes are assessed and
the numerator of which shall be the total number of square feet of ground floor
area contained in the demised premises as set forth in Section 1.01 hereof.
Taxes shall be prorated as of the commencement date of the Lease upon the due
date basis of the appropriate taxing authorities.

         In addition to the foregoing, should the State of Florida or any
political subdivision thereof or any governmental authority having jurisdiction
thereover, impose a tax and/or assessment (other than a franchise tax) upon or
against the rentals payable hereunder by Tenant or Landlord, either by way of
substitution for the taxes and assessments levied or assessed against such land
and such buildings, or in addition hereto, such tax and/or assessments shall be
paid by Tenant.

         Landlord will estimate the obligations anticipated to be required to be
paid by Tenant to Landlord as provided in this Section 2.04 and Tenant shall pay
1/12 thereof in equal monthly installments together with the payment of minimum
annual rent. In the event that the aggregate of Tenant's installments during the
year shall be less than the amount of the obligations due from Tenant, such
deficiency shall be paid to Landlord within fifteen (15) days after demand
therefor. If there shall have been an overpayment by Tenant, Tenant shall be
given a credit towards the next due payment of its share of taxes.

         Notwithstanding any thing in this Section 2.04 to the contrary, all
costs and expenses incurred by Landlord during negotiations for or contests of
the amount of the taxes shall be included with the term "Taxes". In the event a
refund is obtained, Landlord shall credit a portion thereto the next installment
of rent due from Tenant in proportion to the share of such taxes originally paid
by Tenant from which the refund was derived.

         In addition to the foregoing, Tenant at all times shall be responsible
for and shall pay, before delinquency, all taxes levied, assessed or unpaid on
any leasehold interest, any right of occupancy, any investment of Tenant in the
Demised Premises, or any personal property of any kind owned, installed or used
by Tenant, including Tenant's leasehold improvements or on Tenant's right to
occupy the Demised Premises.

Section 2.05      Additional Rent

         The Tenant shall pay as additional rent any money and charges required
to be paid pursuant to the terms of this Lease Agreement, whether or not the
same may be designated "additional rent". If such amounts or charges are not
paid at the time provided in the Lease, they shall nevertheless, if not paid
when due, be collectible as rent thereafter falling due hereunder, but nothing
herein contained shall be deemed to suspend or delay the payment of any amount
of money or charge at the time the same becomes due and payable hereunder, or
limit any other remedy of the Landlord.


                                       2
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Section 2.06      Past Due Rent

         If Tenant shall fail to pay any rent or additional rent when the same
shall be due and payable, such unpaid amounts shall bear interest from the date
thereof to the date of payment at the rate of eighteen percent (18%) per annum.

ARTICLE III       OPERATION AND MAINTENANCE OF COMMON AREAS

Section 3.01      Designation of Common Areas

         For the purpose of this Article and wherever else used in this Lease,
the common area shall be defined as to include, by way of illustration and not
limitation, all parking areas, access roads and facilities which may be
furnished by Landlord in or near the Industrial Park, including the truckway, or
ways, driveways, pedestrian sidewalks, landscaped and planting areas, retaining
walls, fences, storm sewer systems, lighting facilities, and all other areas and
improvements which may be provided by the Landlord for the general use in common
of the other Tenants, their officers, agents, employees and customers.

Section 3.02      Construction of Common Areas

         Landlord agrees, at Landlord's sole cost and expense, to hardsurface,
properly drain, adequately light and landscape a parking area, or parking areas,
together with the necessary access roads within the limits of the Industrial
Park. Landlord hereby grants to Tenant and Tenant's employees, agents,
customers, and invitees the right, during the term hereof, to use, in common
with others entitled to the use thereof, the parking area or areas and access
roads within the limits of the Industrial Park. Landlord further agrees to
operate, manage and maintain, during the term of this Lease, all parking areas,
roads, sidewalks, landscaping, drainage and lighting facilities within the
Industrial Park property. The manner in which such areas and facilities shall be
maintained and the expenditures thereof shall be at the sole discretion of the
Landlord, and the use of such areas and facilities shall be subject to such
reasonable regulations as Landlord shall make from time to time.

Section 3.03      Tenant's Pro Rata Share of Expenses

         Tenant agrees to pay, in addition to the rental set forth in Article II
of this Lease, a proportionate share of the costs, expenses, and other charges
incurred in connection with the operation, maintenance and repair of the Common
Areas of the Industrial Park and shall include, but not be limited to, the costs
and expenses of the following: maintenance of the common areas including
policing and security protection: repair and replacement of paving, line
painting, sidewalks, planter boxes and entrance canopies, curbs, walkways,
landscaping, sprinkler systems, sanitary and storm drainage systems, including
retention ponds, water systems, dumpster enclosures and lighting systems
(including bulbs and poles); painting of the building; maintenance and repair of
the roof, to the sum of which shall be added an amount equal to ten (10%)
percent thereof in payment of all of Landlord's administrative costs. The
proportionate share to be paid by Tenant shall be computed on the basis that the
total floor area of the herein Demised Premises bears to the total floor area of
the Industrial Park as determined at the beginning of each calendar quarter.

         Landlord will estimate the obligations anticipated to be required to be
paid by Tenant to Landlord as provided in this Section 3.03, and Tenant shall
pay 1/12 thereof in equal monthly installments, together with the payment of
minimum annual rent. If requested by Tenant, Landlord shall submit a statement
showing in reasonable detail for the period in question, all disbursements made
in connection with the operation and maintenance herein described. In the event
that the aggregate of Tenant's installments during the calendar year shall be
less than the amount of the obligations due from Tenant, such deficiency shall
be paid to Landlord within fifteen (15) days after demand therefor. If there
shall have been an overpayment by Tenant, Tenant shall be given credit toward
the next due payment of its share of expenses.

ARTICLE IV        USE OF PREMISES

Section 4.01      Use of Premises

         It is understood and agreed between the parties hereto that said
premises during the continuance of the Lease may be used and occupied only for

         office and warehouse for the manufacturing and distribution of singing
machines,

and for no other purpose or purposes without the written consent of Landlord.
The Tenant will be allowed parking pursuant to the site plan.

         Tenant shall promptly comply with all laws, ordinances and lawful
orders and regulations affecting the premises hereby leased, and the
cleanliness, safety, occupation and use of same.

Section 4.02      Care of Premises.

         A. Tenant shall not perform any acts or carry on any practices which
may injure the building or be a nuisance or menace to other tenants in the
Industrial Park and shall keep the premises under its control, including
sidewalks, and landscaped areas adjacent to the premises clean and free from
rubbish and dirt at all times, and shall store all trash and garbage within the
leased premises and arrange for the regular pickup of such trash and garbage at
Tenant's expense. Tenant shall not burn any trash or garbage of any kind in or
about the building. Tenant shall install beige or gray levelors in the Demised
Premises.

         B. Tenant shall not keep or display any merchandise or signs on or
otherwise obstruct the sidewalks or areaways adjacent to the premises without
the written consent of the Landlord. Tenant shall not use or permit the use of
any portion of said premises as sleeping apartments, lodging rooms, or for any
unlawful purpose or purposes. Tenant shall maintain the windows in a net and
clean condition. Tenant shall not make any structural changes in the Demised
Premises without the written consent of Landlord. No animals shall be kept in
the leased premises. Tenant shall conduct business within the leased premises
and the Tenant cannot store any items outside the leased premises. Tenant can
only use the Truckwells for Tractor-Trailers, as the Truckwells may retain some
water during a storm.

         C.       Environmental Responsibilities

         (1) Tenant and Landlord shall each comply with all applicable
environmental laws concerning the proper storage, handling and disposal of any
hazardous substances in on or about the Premises. Tenant shall not use, store,
generate, treat, or dispose of any hazardous substance on the Premises, or
cause, suffer or permit the same to be done by any person without the prior
written consent of the Landlord, which consent may be granted or withheld in


                                       3
<PAGE>

Landlord's sole discretion. For purposes of this Lease, the term "hazardous
substance" means any substance, the manufacture, use, treatment, storage,
transportation, or disposal of which is regulated by any law having as its
object the protection of public health, natural resources, or the environment,
including, by way of illustration only and not as a limitation, the following:
the Resources Conservation and Recovery Act; the Comprehensive Environmental
Response, Compensation, and Liability Act; the Toxic Substances Control Act; the
Federal Water Pollution Control Act; the Clean Air Act; as each such acts shall
be amended from time to time.

         (2) Tenant shall promptly supply to Landlord a copy of the reports of
any environmental audit or investigation at any time undertaken on the Premises
or adjacent property, all notices, demands, inquiries, or claims received from
any person or entity as a result of hazardous substances alleged to be on or
emanating from the Premises or adjacent property, and any notices, reports, or
applications for licenses, permits, or approvals submitted by or on behalf of
Tenant to any environmental regulatory agency affecting the Premises or adjacent
property.

         (3) Landlord reserves the right (but shall not have the obligation) to
enter upon and inspect the Premises at any time, and from time to time, during
Tenant's business hours and, on reasonable notice, at other times. Such
inspection may include, without limitations, the taking and analysis of soil
borings, samples of ground water or surface water, installation of observation
wells, and investigation of the surface or subsurface of the Premises by
geophysical means ("Tests"). Tenant shall promptly furnish to Landlord any
information requested by or on behalf of Landlord concerning Tenant's operations
on the Premises and or adjacent property, whether or not such information of the
proprietary nature. Landlord's inspection and testing rights are for Landlord's
own protection only and Landlord has not, and shall not be deemed to have
assumed any responsibility to Tenant or any other party for compliance with
environmental laws, as a result of the exercise, or non-exercise of such rights.

         (4) In the event that any hazardous substance is discovered to have
been released upon or from the Premises during the term of this Lease, whether
such discovery is made during the term of this Lease or at any time thereafter,
Tenant shall, at its sole cost and expense, take all steps necessary to remove
and properly dispose of such hazardous substance and cleanup or repair any
contamination or damage resulting therefrom, in full compliance with all
applicable laws and regulations and to the reasonable satisfaction of Landlord.
Tenant agrees to defend, indemnify and hold Landlord harmless from and against
(i) any liabilities, including judgment, court costs, and actual attorney fees
claimed or asserted against or sustained by Landlord resulting from Tenant's
failure to fully comply with the provisions of this Section 4.02 and (ii) any
costs for inspections, tests or studies referenced in Section 4.02 (c) (3) which
are incurred by Landlord.

ARTICLE V         UTILITY SERVICES

Section 5.01      Landlord's Obligation to Make Utility Services Available and
                  Option to Supply Such Services

         Landlord agrees to provide and maintain the necessary mains and
conduits in order that water and sewer facilities, gas (if available) and
electricity may be available to the Demised Premises, and Tenant agrees to
promptly pay for its use of the same.

Section 5.02      Tenant's Obligation for Payment

         The obligation of Tenant to pay for water, gas, if available, and
electricity, as herein provided, shall commence as of the date on which
possession of the Premises is delivered to Tenant as provided for in Article I,
Section 1.04 of this Lease, without regard to the formal commencement date of
this Lease, Landlord shall not be liable for damages or otherwise should the
furnishing of any services supplied by others to the Demised Premises be
interrupted by fire, accident, riot, strike, act of God, or the making of
necessary repairs or improvements or other cause beyond the control of Landlord.
To the extent said utilities in whole or in part are not furnished by Landlord.
Tenant covenants that it will maintain any pay for when due all utility
services.

ARTICLE VI        MAINTENANCE OF LEASED PREMISES

Section 6.01      Landlord's and Tenant's Obligations for Maintenance

         Landlord shall keep the four outer walls and roof of the Demised
Premises in good repair, except that Landlord shall not be called to make any
such repairs occasioned by the act of negligence of Tenant, its agents, or
employees, except to the extent that Landlord is reimbursed therefor under any
policy of insurance permitting waiver of subrogation in advance of loss.
Landlord shall be reimbursed for all roof repairs except replacement costs of
the roof pursuant to Section 3.03. Tenant shall notify Landlord of any repairs
which are the responsibility of the Landlord to perform. Landlord shall not be
called upon to make any other improvements or repairs of any kind upon said
premises and appurtenances, and said premises and appurtenances shall at all
times be kept in good order, condition and repair by Tenant, and shall also be
kept in a clean, sanitary, and safe condition in accordance with the laws of the
State of Florida, and in accordance with all directions, rules and regulations
of the health officer, fire marshal, building inspector or other proper officers
of the governmental agencies having jurisdiction, at the sole cost and expense
of Tenant, and Tenant shall comply with all requirements of law, ordinances and
otherwise touching said premises. Tenant shall permit no waste, damage or injury
to said premises, and Tenant shall at its own cost and expense will maintain and
replace any glass windows, skylight, roof exhaust fans, interior electrical
systems, heating, ventilating, and air conditioning systems, interior above
ground plumbing, ventilating fans, overhead doors, and front doors, door
hardware and frames; dock, levelers, if provided, in the premises, which may be
broken. At the expiration of the tenancy created hereunder, Tenant shall
surrender the premises in good condition and free from vermin, reasonable wear
and tear, loss by fire or other unavoidable casualty excepted. Notwithstanding
any in this Article contained, there shall be no obligation on the part of
Tenant to comply with any of the laws, directions, rules and regulations
referred to which may require structural alterations, structural changes,
structural repairs, or structural additions, unless made necessary by act of
work performed by Tenant, in which event Tenant shall comply at its sole
expense. Tenants shall perform normal maintenance on a timely schedule which
would include changing the HVAC filters.

Section 6.02      Abuse of Plumbing, Walls, Etc.

         The plumbing facilities and adjoining or connecting sewer lines or
mains shall not be used for any other purpose than that for which they are
constructed, and no foreign substance of any kind shall be thrown therein, and
the expense of any breakage, stoppage or damage resulting from a violation of
this provision shall be borne by Tenant, who shall or whose employees, agents,
invitees, or licensees shall have caused it. The Tenant, its employees or
agents, shall not paint, alter or deface any walls, ceilings, partitions,
floors, wood, stone or iron work with the Landlord's written consent being first
obtained.


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<PAGE>

ARTICLE VII       SIGNS

Section 7.01

         Tenant shall not erect or install any exterior or interior window or
door signs or advertising media or window or door lettering, or placards without
the previous written consent or Landlord. Any signs erected by the Tenant shall
be in conformance with any governmental laws. Tenant agrees not to use any
advertising media that shall be deemed objectionable to Landlord or other
tenants, such as loud speakers, phonographs, or radio broadcast in a manner to
be heard outside the leased premises. Tenant shall not install any exterior
lighting or plumbing fixtures, shades or awnings, or any exterior decorations or
painting, or build any fences or make any changes to the building exterior
without the previous written consent of Landlord. Notwithstanding anything
herein or elsewhere to the contrary contained, any sign)s) which Tenant may
install in or about the demised premises with the approval of Landlord either
simultaneously with the execution of this Lease Agreement or subsequently shall
be removed at the termination of this Lease and the Tenant shall restore the
area when the sign was mounted to its original condition.

ARTICLE VIII      ALTERATIONS

Section 8.01

         All alterations, additions, improvements and fixtures (other than trade
fixtures) which may be made or installed by either of the parties hereto upon
the premises and which in any manner are attached to the floors, walls or
ceilings or any extension thereof shall be the property of Landlord, and at the
termination of this Lease shall remain upon and be surrendered with the premises
as a part thereof, without disturbance, molestation or injury. Any floor
covering, irrespective as to manner affixed, shall be and become the property of
the Landlord absolutely; provided, however, that Landlord may designate by
written notice to Tenant those alterations, additions, improvements and
fixtures, which shall be removed by Tenant at the expiration or termination of
the Lease, and Tenant shall promptly remove the same and repair any damage to
the leased premises caused by such removal of any of the foregoing, to the
condition as when originally received by Tenant, reasonable wear and tear
excepted. Further, Tenant shall likewise remove its machinery and equipment at
the expiration or termination of this Lease and repair any damage to the leased
premises caused by such removal, restoring the premises to the condition as when
originally received by Tenant, reasonable wear and tear excepted.

ARTICLE IX        INSURANCE AND INDEMNITY

Section 9.01      Covenant to Hold Harmless

         Landlord shall be defended and held harmless by Tenant from any
liability for damages to any person or any property in or upon said premises and
the sidewalks, driveways and landscaped areas adjoining same, including the
person and property of the Tenant, and its employees and all persons in the
building at its or their invitation or with their consent. It is understood and
agreed that all property kept, stored or maintained in the Demised Premises
shall be so kept, stored or maintained at the risk of Tenant only. Tenant shall
not suffer or give cause for the filing of any lien against the Demised
Premises.

Section 9.02      Fire Insurance Premium

         Tenant shall not carry any stock of goods or do anything in or about
said premises which will in any way tend to increase the insurance rates of said
premises and in the buildings of which they are a part. Tenant agrees to pay, in
addition to its prorata share of all insurance costs as described in this Lease
Agreement, the total of any increase in premiums for insurance against loss by
fire that may be charged during the terms of this Lease on the amount of
insurance to be carried by Landlord on said premises and the buildings of which
they are a part, resulting from the business carried on in the leased premises
by Tenant, whether or not Landlord has consented to the same. If Tenant installs
any electrical equipment that overloads the lines in the herein leased premises.
Tenant shall at its own expense make whatever changes are necessary to comply
with the requirements of the Insurance Underwriters and governmental authorities
having jurisdiction.

Section 9.03      Tenant's Obligation to Carry Public Liability Insurance

         Tenant shall, during the entire term hereof, keep in full force and
effect a policy of public liability insurance with respect to the Demised
Premises and the business operated by Tenant and/or any sub-tenants of Tenant in
the Demised Premises, in which both Landlord and Tenant shall be named as
parties covered thereby, or which provides equivalent protection to and is
approved by Landlord, and in which the limits of liability shall be not less
than Five Hundred Thousand Dollars ($500,000) per person and One Million Dollars
($1,000,000) for each accident or occurrence for bodily injury and Two Hundred
Fifty Thousand Dollars ($250,000) for property damages.

         Tenant shall furnish Landlord with a certificate or certificates of
insurance, or other acceptable evidence that such insurance is in force at all
times during the term hereof.

Section 9.04      Insurance Costs

         A. Tenant shall pay to Landlord as additional rent during each lease
year, the cost of all insurance policies including, by way of illustration and
not limitation, the cost of covering all risks of loss to all of the buildings
and improvements on or about the Industrial Park on the full replacement value
of the buildings and all improvements thereon, and rental income protection
coverage, and public liability insurance including umbrella coverage as Landlord
shall deem necessary and desirable during the term of the Lease, payable by
Landlord, in any lease year or portion thereof following the Commencement Date
of the Lease. Insurance costs shall be prorated as of the Commencement Date and
the Termination Date of the Lease.

         B. Tenant's proportionate share shall be computed on the basis that the
first floor area of the Demised Premises bears to the total first floor area of
the Industrial Park as determined at the beginning of each calendar quarter.

         C. Landlord will estimate the obligations anticipated to be required to
be paid by Tenant to Landlord as provided in Section 9.04 and Tenant shall pay
1/12 thereof in equal monthly installments, together with the payment of minimum
annual rent. In the event that the aggregate of Tenant's installments during the
year shall be less than the amount of the obligations due from Tenant, such
deficiency shall be paid to Landlord within fifteen (15) days after billing is
presented therefor by Landlord. If there shall have been an overpayment by
Tenant, Tenant shall be given a credit towards the next due payment of its share
of the insurance costs.

         D. For the purpose of this Section, insurance costs shall include any
deductible required to be paid based on the terms of the insurance policy
regarding any loss attributable to Tenant's Demised Premises. Should the loss
occur only in the Tenant's Demised Premises, the Tenant agrees to pay the entire
deductible. In the event that more than one Tenant is subject to an insurable
loss, the deductible shall be prorated between the affected Tenants and computed
based upon the square footage of the Tenant's Leased Premises as compared to the
total square footage of all the Tenants affected. Such deductible or
proportionate share of the deductible shall be paid within fifteen (15) days
after a billing by the Landlord.



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<PAGE>

ARTICLE X         ASSIGNMENT AND SUBLETTING

Section 10.01

         Tenant agrees not to assign or in any manner transfer this Lease or any
estate or interest therein without the previous written consent of Landlord, and
not to sublet said premises or any part or parts thereof, and Consent by
Landlord to one or more assignments of this Lease or to one or more sublettings
of said premises shall not operate to exhaust Landlord's rights under this
Article. In the event of any assignment or sublease of all or any portion of the
Premises where the rental or other consideration reserved in the sublease or by
the assignment exceeds the rental or prorata portion of the rental as the case
may be, for such space reserved in the Lease, Tenant agrees to pay Landlord
monthly, as additional rent, on the first day of each month, the excess of the
rental or other consideration reserved in the sublease or assignment over the
rental reserved in this Lease applicable to the subleased/assigned space. Tenant
acknowledges that Landlord selected Tenant in part on the basis of Tenant's
proposed use and occupation of the Premises, and agrees that Landlord may
withhold consent to any proposed sublease or assignment if the sub-tenant's or
assignee's business or proposed use of the premises would be physically
injurious to the Building or would detract from the reputation of the Industrial
Park, if any, within which the Premises are located.

ARTICLE XI        ACCESS TO PREMISES

Section 11.01     Right of Entry by Landlord

         Landlord shall have the right to enter upon the leased premises at all
reasonable hours for the purpose of inspecting the same, or of making repairs,
additions or alterations to the Demised Premises or any property owned or
controlled by Landlord. If Landlord deems any repairs required to be made by
Tenant necessary, it may demand that Tenant make the same forthwith, and if
Tenant refuses or neglects to commence such repairs and complete the same with
reasonable dispatch, Landlord may make or cause such repairs to be made and
shall not be responsible to Tenant for any loss or damage that may accrue to its
stock or business by reason thereof, and if Landlord makes or causes such
repairs to be made, Tenant agrees that it will forthwith, on demand, pay to
Landlord the cost thereof with interest at eighteen percent (18%), and if it
shall default in such payment, Landlord shall have the remedies provided in
Article XV.

Section 11.02     Landlord's Right to Exhibit Premises

         For a period commencing ninety (90) days prior to the termination of
this Lease, Landlord may have reasonable access to the premises herein demised
for the purpose of exhibiting the same to prospective tenants.

ARTICLE XII       EMINENT DOMAIN

Section 12.01     Total Condemnation

         If the whole of the premises hereby leased shall be taken by any public
authority under the power of eminent domain, then the term of this Lease shall
cease as of the day possession shall be taken by such public authority and the
rent shall be paid up to that day with a proportionate refund by Landlord of
such rent as may have been paid in advance.

Section 12.02     Partial Condemnation

         If less than the whole, but more than 25% of the leased premises shall
be taken under eminent domain, Tenant shall have the right either to terminate
this Lease and declare the same null and void, or, continue in the possession of
the remainder of the leased premises, and shall notify Landlord in writing prior
to any such taking or Tenant's intention. In the event Tenant elects to remain
in possession, all of the terms herein provided shall continue in effect, except
that the minimum rent shall be reduced in proportion to the amount of the
premises taken and Landlord shall, at its own cost and expense, make all
necessary repairs or alterations to the basic building, front and interior work
as covered by Description of Landlord's Work attached hereto so as to constitute
the remaining premises a complete architectural unit.

Section 12.03     Landlord's and Tenant's Damages

         All damages awarded for such taking under the power of eminent domain,
whether for the whole or a part of the leased premises, shall belong to and be
the property of Landlord whether such damages shall be awarded as compensation
for diminution in value to the leasehold or to the fee of the premises;
provided, however, that Landlord shall not be entitled to the award made to
Tenant for loss of business, depreciation to, and cost of removal of stock and
fixtures.

ARTICLE XIII      DESTRUCTION OR DAMAGE TO DEMISED PREMISES

Section 13.01     Reconstruction of Damaged Premises

         In the event the Demised Premises shall be partially or totally
destroyed by fire or other casualty insurable under full standard extended
coverage insurance, as to become partially or totally untenable, the same shall
be repaired as speedily as possible at the expense of Landlord, unless Landlord
shall elect not to rebuild as hereinafter provided, and a just and proportionate
part of the rent shall be abated until so repaired. The obligation of Landlord
hereunder shall be limited to the basic building and interior work as covered by
Description of Landlord's Work attached hereto. In no event shall Landlord be
required to repair or replace Tenant's merchandise, trade fixtures, furnishings
or equipment or any alterations or additions to the leased premises accomplished
by or on behalf of the Tenant. The obligations of Landlord hereunder shall be
conditioned upon Tenant's payment of any deductible required by the insurance
policy in force for the leased premises.

Section 13.02

         If (i) either the Demised Premises or the building in which it is
located containing floor space (taken in the aggregate) shall be damaged to the
extent of more than 25% of the cost of replacement thereof, respectively, or
(ii) the proceeds of Landlord's insurance recovered or recoverable as a result
of the damage shall be insufficient to pay fully for the cost of replacement of
so much of the Demised Premises and/or the building in which they are located as
was included in the Landlord's Work provided in Section 1.03 hereof or (iii) the
Demised Premises or the building shall be damaged as a result of a risk which is
not covered by Landlord's in insurance or (iv) the Demised Premises shall be
damaged in whole or in part during the last two years of the Lease Term or (v)
the building in which the Demised Premises as a part shall be damaged to the
extent of 50% or more of the cost of replacement thereof, whether or not the
Demised Premises shall be damaged; then, and in any of such events, Landlord may
terminate this Lease by notice given within ninety (90) days after such event,
and upon the date specified in such notice, which shall not be less than thirty



                                       6
<PAGE>

(30) days nor more than sixty (60) days after the giving of said notice, this
Lease shall terminate and come to an end and Tenant shall vacate and surrender
the Demised Premises. If the casualty, repairing or rebuilding shall render the
Demised Premises untenable in whole or in part, an equitable abatement of the
Fixed Minimum Rent and Additional Rent shall be allowed from the date when the
damage occurred until completion of the Landlord's repairs or rebuilding or, in
the event Landlord elects to terminate this lease, until said date of
termination taking into account, among other things, the amount and location of
the floor space of the Demised Premises rendered untenable.

Section 13.03

         If this Lease shall not be terminated as provided above, Landlord
shall, at its expense, proceed with the repair or restoration of the Demised
Premises and the building. All repairs and restoration of the Demised Premises
not involved in Landlord's Work shall be performed by Tenant at its expense. All
salvage from repair or restoration work done at any time pursuant to this
Section shall belong to Landlord, who shall not be accountable therefor to
Tenant.

Section 13.04

         The "cost of replacement" as such term is used in Section 13.02 above
shall be determined by the company or companies s Selected by the Landlord
insuring Landlord against the casualty In question, or, if there shall be no
Insurance, then as the parties hereto shall agree, or, in the absence of an
insurance company determination or an agreement, as shall be determined by
arbitration in Broward County, Florida, in accordance with the provisions of
Section 682, Florida Statutes.

Section 13.05

         If the Demised Premises and/or the building shall be damaged or
destroyed due to the fault and/or negligence of Tenant, its agents, employees or
Invitees. Tenant shall at its expense, repair or restore the Demised Premises or
building and the Fixed Minimum Rent, Tax Rent and all other additional rents and
charges herein shall not abate.

Section 13.06     Subrogation

         "Landlord and Tenant" each hereby release the other from any and all
liability or responsibility to the other, or to any other party claiming through
or under them byway of subrogation or otherwise, for any loss or damage to
property caused by a casualty which is insurable under the standard fire and
extended coverage insurance; provided, however, that this mutual waiver shall be
applicable only with respect to a loss or damage occurring during the time when
property insurance policies, which are readily available in the marketplace,
contain a clause or permit an endorsement to the effect that any such release
shall not adversely affect or impair the policy or the right of the insured
party to receive proceeds under the policy.

ARTICLE XIV       BANKRUPTCY OR INSOLVENCY

Section 14.01     Landlord's Option to Terminate Upon Insolvency of Tenant or
                  Guarantor Under State Insolvency Law of Upon Insolvency of
                  Tenant or Guarantor Under Federal Bankruptcy Act.

         In the event the estate of Tenant created hereby shall be taken in
execution or by other process of law, or if Tenant or and guarantor of Tenant's
obligations hereunder ("guarantor") shall be adjudicated insolvent pursuant to
the provisions of any present or future Insolvency law under the laws of any
state having jurisdiction ("state law"), or if any proceedings are filed by or
against such guarantor or tenant under the Bankruptcy Code, or any similar
provisions of any future federal bankruptcy law, or if a receiver or trustee of
the property of Tenant or guarantor shall be appointed under state law by reason
of Tenant's or guarantor's insolvency or inability to pay its debts as they
become due or otherwise, or if any assignment shall be made of Tenant's or
guarantor's property for the benefit of creditors under state law, then and in
such event Landlord may at its option terminate this Lease and all rights of
Tenant hereunder by giving Tenant written notice of the election to so terminate
within thirty (30) days after occurrence of such event. I n a reorganization
under Chapter 11 of the Federal Bankruptcy Code, the debtor or trustee must
assume this Lease or assign it within sixty (60) days from the filing of the
proceeding, or he shall be deemed to have rejected and terminated this Lease.

ARTICLE XV        DEFAULT OF THE TENANT


Section 15.01     Right to Re-enter

         In the event of any failure of Tenant to pay any rental due hereunder
within five (5) days after the same shall be due, or any failure to perform any
other of the terms, conditions or covenants of this Lease to be observed or
performed by Tenant or Guarantor for more than thirty (30) days after written
notice of such default shall have been mailed to Tenant, or if Tenant or
Guarantor shall become bankrupt or insolvent, or file any debtor proceedings, or
take or have taken against Tenant or Guarantor in any Court pursuant to any
statute either of the United States of any State, a petition in bankruptcy or
insolvency or for reorganization or for the appointment of a receiver or trustee
of all or a portion of Tenant's or Guarantor's property, or if Tenant or
Guarantor makes an assignment for the benefit of creditors, or petitions for or
enters into an arrangement, or if Tenant or Guarantor shall abandon said
premises, or suffer this Lease to be taken under any writ of execution, then
Landlord, besides other rights and remedies it may have, shall have the right of
reentry provided by Florida law which provides for notice to Tenant and a
judicial hearing. After notice and a final judgment, Landlord may remove all
persons and property from the leased premises and such property may be removed
and stored in a public warehouse or elsewhere at the cost of, and for the
account: of Tenant, and all without liability to Landlord for any loss or damage
which may be occasioned thereby.

         Should Landlord elect to re-enter, as herein provided, or should it
take possession pursuant to legal proceedings or pursuant to any notice provided
for by law, it may either terminate this Lease or it may from time to time
without terminating this Lease make such alterations and repairs as may be
necessary 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 of Landlord in its sole discretion may doom advisable; upon each such
reletting all rentals received by Landlord from such relening shall be applied,
first to the payment of any indebtedness other than rent due hereunder from
Tenant to Landlord; second, to the payment of any costs and expenses of such
reletting, including brokerage fees and attorney's fees and of cost of such
alterations and repairs; third, to the payment of rent due and unpaid hereunder,
and the residue, if any, shall be held by Landlord 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 be less than that to be paid
during that month by Tenant hereunder Tenant shall pay any such deficiency to
Landlord.  Such deficiency shall be calculated and paid monthly.  If such
rentals received from such reletting during any month be more than that to be
paid during that month by Tenant hereunder, then such excess shall not benefit
Tenant by reducing the amount of any of Tenant's obligations due Landlord.  Any
amounts obtained by reletting shall be for the sole benefit of Landlord.  No
such re-entry or taking possession of said premises by Landlord shall be
construed as an election on its part


                                       7
<PAGE>
to terminate this Lease unless a written notice of such intention be given to
Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without termination, Landlord
may at any time thereafter elect to terminate this Lease for such previous
breach. Should Landlord at any time terminate this Lease for any breach, in
addition to any other remedies it may have, it may recover from Tenant all
damages it may incur by reason of such breach, including the cost of recovering
the leased premises, reasonable attorney's fees, and including the worth at the
time of such termination of the excess, it any, of the amount of rent and
charges equivalent to rent reserved in this Lease for the remainder of the
stated term over the amount, if any, actually received by Landlord from the
reletting of the leased premises, all of which amount shall be immediately due
and payable from Tenant to Landlord. (n determining the rent which would be
payable by Tenant hereunder, subsequent to default, the annual rent for each
year of the unexpired term shall be equal to the average annual minimum rent
paid by Tenant from the commencement of the term to the time of default, or
during the proceeding three full calendar years, whichever period is shorter.
Whether or not forfeiture has been declared, Landlord will not be obligated or
responsible, in any way, for failure to release the Premises or, in the event
that the Premises are released, for failure to collect the rent under such re
leasing. The failure of Landlord to re-lease all or any part of the Premises
will not release or affect Tenant's liability for rent or damages,

Section 15.02     Legal Expenses

         In case suit shall be brought for recovery of possession of the leased
premises, for the recovery of rant or any other amount due under the provisions
of this Lease, or because of the breach of any other covenant herein contained
on the part of Tenant to be kept or performed, and a breach shall be
established, Tenant shall pay to Landlord all expenses incurred therefor,
including reasonable attorney's foe,

Section 15.03     Waiver of Jury Trial and Counterclaims

         The parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties any way
connected with this Lease relating to any monetary defaults.

Section 15,04     Curing of Tenant's Default

         Notwithstanding anything herein contained to the contrary, if Tenant
shall be in default in the performance of any of the terms or provisions of this
Lease and if Landlord shall give to Tenant notice in writing of such default
specifying the nature thereof, and if Tenant shall fail to cure such default
within the time provided in Section 15.01 hereof, or immediately if such default
requires emergency action, Landlord may, in addition to its other legal and
equitable remedies, cure such default for the account of and at the cost and
expense of' tenant and the sums so expended by Landlord, together with an
administrative fee equal to twenty-five percent (25(degree).6) of the sum
expended by Landlord, shall be deemed to be additional rent and shall be paid by
Tenant on the day when rent shall next become due and payable.

ARTICLE XVI       TENANT'S PROPERTY

Section 16.01     Taxes on Leasehold

         Tenant shall be responsible for and shall pay before delinquency all
municipal, county or state taxes assessed during the term of this Lease against
any leasehold interest or personal property of any kind, owned by or placed in,
upon or about the leased premises by the Tenant.

Section 16.02     Notice by Tenant

         Tenant shall give immediate notice to Landlord in case of fire or
accidents in the leased premises or in the building of which the premises are a
part, or of defects therein any fixtures or equipment.

ARTICLE XVII      QUIET ENJOYMENT


Section 17.01      Landlord's Covenant

         Upon payment by the Tenant of the rents herein provided, and upon the
observance and performance of all the covenant:., terms and conditions on
Tenant's part to be observed and performed, Tenant shall peaceably and quietly
hold and enjoy the leased premises for the term hereby demised without hindrance
or interruption by Landlord or any other person or persons lawfully or equitably
claiming by, through or under the Landlord, subject, nevertheless, to the terms
and conditions of this Lease.

ARTICLE XVIII     HOLDING OVER, SUCCESSORS

Section 18.01     Holding Over

         If Tenant remains in possession of the leased premises after the
expiration of this Lease without executing a new lease, it will be deemed to be
occupying the leased premises as a tenant from month to month, and Tenant will
be responsible for the rent and all other charges on a monthly basis with no
prorations, subject to all the provisions of this Lease to the extent that they
can be applicable to a month to month tenancy, except that the minimum rental
for each month will be increased to an amount established by Landlord. The new
monthly amount will be established by written notice from Landlord to Tenant.

Section 18.02     Successors

         All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the respective heirs,
executors, administrators, successors, and assigns of the said parties; and if
there shall be more than one tenant, they shall all be bound jointly and
severally by the terms, covenants, and agreements herein. No rights, however,
shall inure to the benefit of any assignee of Tenant unless the assignment to
such assignee has been approved by Landlord In writing as provided in Section
10.01 hereof.

ARTICLE XIX       CERTAIN RIGHTS OF LESSOR WITH RESPECT TO THE LAND

Section 19.01     Easements and Utilities

         The Landlord shall have the right, without the consent of Lessee, to
grant to adjacent land owners, purchasers, Tenants or occupants or any
governmental agency or public or private utility company, including Tenant, at
any time and from time to time during the term of the Lease, as extended
easements and rights of ingress, egress and common use and enjoyment with
respect to the roads, walks, unimproved portions of the land, water, sewage,
telephone, gas and electricity lines, and Landlord may at anytime and from time
to time grant easements, public and private, for such purposes to itself and to
others, and relocate any easements now or hereafter affecting the land.


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ARTICLE XX        MISCELLANEOUS

Section 20.01     Waiver

         One or more waivers of any covenant or condition by Landlord shall not
be construed as a waiver of a subsequent breach of the same covenant or
condition. and the consent or approval by Landlord to or of any act by Tenant
requiring Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent or approval to or of any subsequent similar act
by Tenant.

Section 20.02     Subordination

         Tenant hereby grants the right to Landlord to. and Landlord hereby
reserves the right to, subject and subordinate this Lease (at all times) to any
mortgage(s) or deeds) of trust that may hereafter be placed upon the Demised
Premises and to any and all advances to be made thereunder and to the interest
thereon and all renewals, replacements and extensions thereof. Landlord may
execute and deliver any instrument or instruments subordinating this Lease to
any such mortgage or deed of trust without any further action or consent by
Tenant. and Tenant hereby irrevocably appoints the Landlord the attorney-in-fact
of the Tenant to execute and deliver any such instrument or instruments for and
in the name of the Tenant. Tenant additionally hereby grants to any first
mortgagee of the leased premises the right to subject and subordinate this Lease
(at all times) to any such first mortgage and to any and all advances to be made
thereunder, and to the interest thereon and all renewals, replacements and
extensions thereof. Any such first mortgages may execute and deliver any
instrument or instruments subordinating this Lease to any such first mortgage
without any further action or consent by Tenant, and Tenant hereby irrevocably
appoints such first mortgagee the attorney-in-fact of the Tenant to execute and
deliver any such instrument or instruments for and in the name of the Tenant. In
confirmation of any such subordination, the Tenant shall promptly execute any
certificate that the the Landlord or such first mortgagee may request.

Section 20.03     Notices

         Whenever under this Lease a provision is made for notice of any kind,
it shall be deemed sufficient notice and service thereof if such notice to
Tenant is in writing, addressed to Tenant at the last known post office address
or office address of Tenant or at the leased premises, and sent by registered or
certified mail with postage prepaid, and if such notice to Landlord is in
writing, addressed to the last mown post office address of Landlord and sent by
registered or certified mail with postage prepaid. Notice must be sent to but
one Tenant or Landlord where Tenant or Landlord is more than one person.

Section 20.04     Construction

         Nothing contained herein shall be deemed or construed by the parties
hereto, nor by any third party, as creating the relationship of principal and
agent or of partnership or of joint venture between the parties hereto, it being
understood and agreed that neither the method of computation of rent, nor any
other provision contained herein, nor any acts of the parties herein, shall be
deemed to create any relationship between the parties hereto other than the
relationship of Landlord and Tenant, Wherever herein the singular number is
used, the same shall include the plural, and the masculine gender shall include
the feminine and neuter genders. In the event any language is deleted from this
Lease said language shall be deemed to have never appeared and no other
implication shall be drawn therefrom.

Section 20.05     Non-Liability

         Landlord shall not be responsible or liable to Tenant for any loss or
damage that may be occasioned by or through the acts or omissions of persons
occupying adjoining premises, if any, or any part of the premises adjacent to or
connected with the premises hereby leased or any loss or damage resulting to
Tenant or his property from burst, stopped or leaking water, gas, sewer or steam
pipes, or for any damage or loss or property within the Demised Premises from
any cause whatsoever

         Notwithstanding any provisions of this Lease to the contrary, Tenant
acknowledges and agrees that no personal liability of any kind under any of the
terms, conditions or provisions of this Lease shall attach to the Landlord
(including any joint venturer of the joint venture which is the Landlord
hereunder or any leasing agent, broker or other agent or representative of
Landlord) for the payment of any amounts payable under this Lease or for the
performance of any terms, conditions or provisions required to be performed by
Landlord under this Lease. If Landlord shall fail to perform any term, condition
or provision of this Lease required to be performed by Landlord and if as a
consequence of such default, Tenant shall recover a money judgment against
Landlord, such judgment shall be satisfied only out of the proceeds of sale
received upon execution and levy of such judgment against the right, title and
interest of the Landlord in the building of which the Tenant's Demised Premises
are a part, and neither Landlord nor any of the joint venturers of the joint
venture which is the Landlord hereunder shall be personally liable for any Such
judgment or monetary deficiency.

Section 20.06     Net Lease

         It is the intent of the parties that the within Lease be a net, not,
net Lease.

Section 20.07     Financing and Tenant's Acknowledgment of Acceptance
                  of Premises

         Notwithstanding anything herein or elsewhere to the contrary contained.

         A. The Landlord shall not be obligated to proceed with the construction
of the leased promises unless and until financing; acceptable to Landlord is
obtained. Should such financing not be obtainable within six (6) months after
completion of final plans and specifications, Landlord may so notify Tenant in
writing, and this Lease shall thereupon cease and terminate, and each of the
parties hereto shall be released and discharged from any and all liability and
responsibility hereunder. If Landlord can obtain financing only upon the basis
of modification of the terms and provisions of this Lease, the Landlord shall
have the right to cancel this Lease if the Tenant refuses to approve in writing
any such modifications within thirty (30) days after Landlord's request
therefor. If such right to cancel is exercised, this Lease shall thereafter be
null and void, any money or security deposited hereunder shall be returned to
the Tenant, and neither party shall have any liability to the other by reason of
such cancellation.

         B. Tenant agrees to furnish Landlord, upon request and after Tenant has
taken possession of the Demised Premises, a letter addessed to Landlord's
mortgagee or financial institution, giving the information, as described in the
attached Exhibit "C".

         Failure of Tenant to provide Landlord such a letter at the request of
Landlord, Landlord's mortgagee or financial institution at any time during the
lease term as above described, shall give Landlord the right to cancel this
Lease at that time upon five (5) days written notice to Tenant of such
cancellation, and the Tenant shall remain liabile to the Landlord for any
damages sustained by the Landlord because of such failure by the Tenant.


                                       9
<PAGE>

Section 20.08     Accord and Satisfaction

         No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly rental herein stipulated shall be deemed t:) be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy in this Lease provided.

Section 20.09     Captions and Section Numbers

         The captions, section numbers, article numbers and index appearing in
this Lease are inserted only as a matter of convenience and in no way define,
limit, construe or describe the scope or intent of such sections or articles of
this Lease nor in any way affect this Lease.

Section 20.10     Partial Invalidity

         If any term, covenant or condition of this Lease or the application
thereof to any person or circumstances 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 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.

Section 20.11     No Option

         The submission of this Lease for examination does not constitute a
reservation of or option for the leased premises, and this Lease becomes
effective as a Lease only upon execution and delivery thereof by Landlord and
Tenant.

Section 20.12     Recording

         This Lease shall not be recorded by the Tenant. However, it may be
recorded by Landlord at Landlord's option. If this Lease is recorded by Tenant
without the written consent of the Landlord, then this Lease may, at any time,
without notice and whenever the Landlord so elects, be declared by Landlord null
and void,

Section 20.13     Sale or Transfer of the Demised Premises

         Upon any sale or transfer, including any transfer by operation of law,
of the Demised Premises, or the Industrial Park, Landlord shall be relieved from
all subsequent obligations and liabilities under this Lease as long as successor
Landlord assumes all of the obligations of the lease

Section 20.14     Liens

         In the event a mechanic's lien shall be filed against the Demised
Premises or Tenant's interest (herein as a result of the work undertaken by
Tenant to ready the Demised Premises for the opening of Tenant's business or as
a result of any repairs or alterations made by Tenant, Tenant shall, within ten
(10) days after receiving notice of such lien, discharge such lien, either by
payment of the indebtedness due the mechanic's lien claimant or by filing a bond
(as provided by statute) as security therefore. If Tenant shall fail to cause
such lien to be discharged upon demand, then, in addition to any other right or
remedy of Landlord, Landlord may, but shall not be obligated to, discharge the
same by paying the amount claimed to be due or by bonding or other proceeding
deemed appropriate by Landlord and the amount so paid by Landlord and/or all
costs and expenses, including reasonable attorney's fees, incurred by Landlord
in procuring the discharge of such lien shall be deemed to be additional rent.
Nothing in this Lease contained shall be construed as a consent on the part of
the Landlord to subject Landlord's estate in the Demised Premises to any lien or
liability under the Lien Law of the State of Florida.

         Tenant shall never, under any circumstances, have the power to subject
the interest of Landlord in the Demised Premises to any mechanics or
materialmen's liens or liens of any kind. In accordance with the applicable
provisions of the Florida Lien Law, it is specifically provided that neither
Tenant or anyone claiming by, through or under Tenant, including, but not
limited to, contractors, subcontractors, materialmen, mechanics, and laborers
shall have any right to file or place any mechanics and laborers, mechanics or
material men's liens of any kind whatsoever upon the Demised Premise nor upon
any building or improvements thereof, and any such liens are hereby prohibited.
All parties with whom Tenant may deal are put on notice that Tenant has no power
to subject Landlord's interest to any claim or lien of any kind or character,
and all persons so dealing with Tenant must look solely to the credit of Tenant
and not to Landlord's interest or assets. 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 Demised Premises of this provision exculpating Landlord's
liability for such liens,

Section 20.15     Attornment

         In the event any proceedings are brought for foreclosure or in the
event of exercise of the power of sale under any mortgage made by Landlord
covering the leased premises, or areas surrounding same, Tenant shall, at the
option and request of purchaser, attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as the Landlord under this
Lease,

Section 20.16     Set-Off Statement

         Tenant agrees within ten (10) days after any request therefor by the
Landlord to execute in recordable form and deliver to Landlord a statement, in
writing, certifying (a) that this Lease is in full force and effect, (b) the
date of commencement of the term of this Lease, (c) that rent is paid currently
without set-off or defense thereto, (d) the amount of rent, if any, paid in
advance, and (e) that there are no uncured defaults by Landlord or stating those
claimed by Tenant.

 Section 20.17    Entire Agreement

         This Lease shall constitute the entire agreement of the parties hereto.
All prior agreements, statements or representations between the parties and
their agents and/or employees, whether written or oral, are expressly merged
herein and if not contained in this Lease agreement shall be of no force or
effect. This Lease agreement shall not be modified, changed, altered, or
discharged whatsoever, excepting only by an agreement in writing and executed by
both Landlord and Tenant.


                                       10
<PAGE>

Section 20.18     Brokerage

         Tenant warrants that it has had no dealings with any broker or agent in
connection with this Lease, and Tenant covenant's pay, hold harmless and
indemnify Landlord from and against any and all costs, expense or liability for
any compensation, commissions and charges claimed by any broker or agent with
respect to this Lease or the negotiation thereof based upon or arising out of
any acts or dealings which Tenant or any representative of Tenant has had or is
claimed to have had with such broker or agent.

Section 20.19     No Oral Changes

          This Lease may not be changed or terminated orally but only upon an
agreement In writing signed by the parties hereto.

Section 20.20     No Representations by Landlord

         Landlord or landlord's agents have made no representations, warranties
or promises with respect to the Demised Premises or the building except as
herein expressly set forth.

Section 20.21     Corporate or Partnership Tenant

         If Tenant is or will be a corporation, partnership, or other entity,
the persons executing this Lease on behalf of Tenant hereby covenant and warrant
that Tenant has been duly organized and is qualified or authorized to do
business in the State of Florida; and that the person(s) executing this Lease on
behalf of Tenant is (are) duly authorized to sign and execute this Lease.
Furthermore, prior to the Commencement Date, Tenant shall provide Landlord with
evidence of the foregoing which, where applicable, will include a certificate
from the State of Florida that Tenant is qualified to do business in that state,
and a certified resolution of the Board of Directors or partners of Tenant that
the person(s) executing this Lease on behalf of Tenant was (were) duly
authorized to do so. Furthermore, Tenant agrees to take any and ail necessary
action to keep its existence as an entity in good standing throughout the term
of this Lease in the state in which Tenant has been organized and, If such state
is other that the State of Florida, to continue to be qualified to do business
in the State of Florida.

Section 20.22     Damage From Roof Leaks

         As to Tenant's machinery, equipment and Inventory:

         Tenant understands and agrees that the Landlord shall have no liability
for any resultant damage from any leaks as a result of excessive rain, roofing
defects or hurricane damage, and that it shall be the responsibility of the
Tenant to protect itself as it sees fit concerning any leakage of water
whatsoever, either from the roof, leaking or burst pipes or from any other
source.

Section 20.23     Security Deposit

         The Tenant has, simultaneously herewith, deposited with Landlord, the
Sum of Two thousand six hundred twenty eight and 80/100 Dollars ($2,628.80).
Said deposit shall be held by Landlord as security for the faithful performance
by Tenant of the terms, covenants, provisions and conditions of this Lease. It
is agreed that in the event Tenant defaults in respect to any of the terms,
covenants, provisions and conditions of this Lease, including but not limited to
the payment of rental, Landlord may, but in no event shall Landlord be required
to, use, apply or retain the whole or any part of the security so deposited to
the extent required for the payment of any rental or any other sum as to which
Tenant is in default or any sum which Landlord may expend or may be required to
expend, including attorney's fees, by reason of Tenant's default, in respect to
any of the terms ,covenants, provisions and conditlons of this Lease, including
but not limited to any damages or deficiencies in the reletting of the premises,
whether such damages or deficiencies accrued before or after summary proceedings
or other reentry by Landlord. Should the entire deposit, or any portion thereof,
be appropriated and applied by Landlord for the payment of overdue rental or
other sums due and payable to Landlord by Tenant hereunder, then Tenant shall,
upon the written demand of Landlord, forthwith remit to Landlord a sufficient
amount in cash to restore said security to the original sum deposited, and
Tenant's failure to do so within five (5) days after receipt of such demand
shall constitute a breach of this Lease. Said security deposit if not applied
toward the payment of rent in arrears or toward the payment of damages suffered
by the Landlord by reason of the Tenant's breach of the covenants, conditions
and agreements of this Lease, is to be returned to the Tenant when this Lease is
terminated, according to these terms and in no event is said security deposit to
be returned until the Tenant has vacated the premises and delivered possession
to the Landlord upon the terms and conditions as provided and required under
this Lease. In the event of a sale of the land and building or leasing of the
same of which the premises form a part, Landlord stall have the right to
transfer the security to the vendee or the lessee, and Landlord shall thereupon
be released by Tenant from all liability for the return of such security, and it
is agreed that the provisions hereof shall apply to every transfer or assignment
made of the security to a new Landlord. Tenant further covenants that it will
not assign or encumber or attempt to assign or encumber the security deposited
hereunder and that neither Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. Landlord shall not be required to segregate Tenant's security
deposit, nor shall Tenant be entitled to any interest on the aforesaid deposit
or security. It is expressly understood and agreed that the issuance of a writ
or restitution and the reentering of the premises by Landlord for any default on
the part of Tenant prior to the expiration of the term, shall not be deemed such
a termination of this Lease as to entitle Tenant to the recovery of the said
security and that the said deposit shall be retained and remain in the
possession of Landlord until the end of the term as hereinbefore stated.

Section 20.24     Administrative Charge

         All rent is due on the first of the month. Any rent paid after the
tenth of any month will be subject to a service charge of 10% of the minimum
rent due, which will be for administrative expenses.

Section 20.25     Laws of the State of Florida

         This Lease shall be governed by and construed !n accordance with the
laws of the State of Florida.

Section 20.26     Counterparts

         This Lease shall be executed by Landlord and Tenant in two
counterparts, each of which shall be deemed to be an original but both of which
shall constitute one and the same agreement. If requested by Landlord or any
mortgagee holding any mortgage encumbering the leased premises or any part
thereof, Tenant agrees to execute and deliver to Landlord or any such mortgagee
within five (5) days of such request a duplicate original of this Lease together
with all exhibits, drawings, riders or amendments thereto.


                                       11
<PAGE>


Section 20.27     Right to Plat

         Landlord reserves the right to plat or otherwise subdivide the property
during the term of the Lease and Tenant agrees to cooperate with Landlord.

Section 2028      Radon Gas

         Florida State Law requires that every lease contain the following
statement:

         "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 guideline:, have been found in
         buildings in Florida. Additional information regarding radon and radon
         testing may be obtained from your county public health unit."

         Section 20.29 Tenant's Time to Sue

         A. Commencement of Action. Any claim, demand, right or, defense by
Tenant that arises out of this Lease or the negotiations that preceded this
Lease shall be barred unless Tenant commences an action thereon, or interposes a
defense by reason thereof, within six (6) months after the date of the inaction,
omission, event, or action that gave rise to such claim, demand, right or
defense.

         B. Tenant Acknowledgment. Tenant acknowledges and understands, after
having consulted with its legal counsel, that the purpose of Paragraph A is to
shorten the period within which Tenant would otherwise have to raise such
claims, demands, rights, or defenses under applicable laws.

Section 20.30     Rider

         A Rider is attached hereto and made part hereof.

         IN WITNESS WHEREOF, Landlord and Tenant have signed their names and
affixed their seals the day and year first above written.


SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF:

                                       LANDLORD:
                                       LYONS CORPORATE PARK, LLLP



/s/  Ann (illegible)                   By: /s/ Michal J. Ferrera
-------------------------------        --------------------------------------
                                       Michael J. Ferrera, Trustee, as a
                                       General Partner


/s/  Vicki Buzzeli                     By: /s/ Michele Ferrera
-------------------------------        --------------------------------------
                                       Michele Ferrera, Trustee, as a
                                       General Partner


                                       By: /s/ Augustine Ferrera
                                       --------------------------------------
                                       Augustine Ferrera, Trustee, as a
                                       General Partner


                                       By: /s/ Lee S. Lasser
                                       --------------------------------------
                                       Lee S. Lasser, Trustee, as a General
                                       Partner



                                      TENANT: The Singing Machine Co., Inc.
                                              (A Florida Corporaiton)


/s/  Melody (illegible                 By: /s/ April J. Green
-------------------------------        --------------------------------------
                                       Title:  Director of Finance & Admin
                                       --------------------------------------


                                       12
<PAGE>


                                   INDIVIDUAL

STATE OF          )
COUNTY OF         ) ss

On this day of ____________________, 20___________________, before me personally

appeared ______________________________________________________________________
who did acknowledge before me that he/she executed the within and foregoing
instrument by his free act and deed for the purpose therein expressed.


            (SEAL)                 --------------------------------------------
                                      Print, Type or Stamp Name of Notary


                         PERSONALLY KNOWN ______________________________________

        OR PRODUCED IDENTIFICATION______________________________________________

TYPE OF IDENTIFICATION PRODUCED_________________________________________________


                           PARTNERSHIP OR CORPORATION

STATE OF FLORIDA    )
                    )ss
COUNTY OF BROWARD   )


The foregoing instrument was acknowledged before me this 12th day of March, 2002
by April J. Green, as Director of Finance for The Singing Marchine Co., Inc.


                                 /s/ Vickie Buzzeli
         (SEAL)                -------------------------------------------------
                                Print, Type or Stamp Name of Notary


                         PERSONALLY KNOWN       X
                                          --------------------------------------

              OR PRODUCED IDENTIFICATION
                                          --------------------------------------

         TYPE OF IDENTIFICATION PRODUCED
                                          --------------------------------------



STATE OF FLORIDA    )
                    )ss
COUNTY OF BROWARD   )


The foregoing instrument was acknowledged before me this 12th day of March, 2002
by MICHAEL J. FERRERA, Trustee, MICHELE FERRERA, Trustee, AUGUSTINE FERRERA,
Trustee, and LEE S. LASSER, Trustee all as General Partners of Lyons Corporate
Park, LLLP, freely and voluntarily under authority duly vested in them by said
Partnership.  They are personally known to me.

My Commission Expires:

                                 /s/ Vickie Buzzeli
         (SEAL)                -------------------------------------------------
                                Print, Type or Stamp Name of Notary
[GRAPHIC OMMITTED]


                                       13
<PAGE>



RIDER NO. 1 ATTACHED TO AND MADE A PART OF LEASE AGREEMENT DATED March 12, 2002
BETWEEN LYONS CORPORATE PARK, LLLP (A Florida Limited Liability Limited
Partnership) LANDLORD AND THE SINGING MACHINE CO., INC. (A FLORIDA CORPORATION)

AS TENANT, DATED THE 12th DAY OF MARCH, 2002.

1.       Landlord and Tenant agree that Landlord has supplied and placed in the
         demised premises, storm shutters and bolts to cover all of the glass in
         front of the bay and the front door. Tenant agrees that it is the sole
         responsibility of Tenant to install the storm shutters should the need
         arise. At the termination of the occupancy, the Tenant agrees to return
         the shutters and bolts to the Landlord in good condition.


                                       LANDLORD:
                                       LYONS CORPORATE PARK, LLLP

Witnesses:

/s/  Ann (illegible)                   By: /s/ Michal J. Ferrera
-------------------------------        --------------------------------------
                                       Michael J. Ferrera, Trustee, as a
                                       General Partner


/s/  Vicki Buzzeli                     By: /s/ Michele Ferrera
-------------------------------        --------------------------------------
                                       Michele Ferrera, Trustee, as a
                                       General Partner


                                       By: /s/ Augustine Ferrera
                                       --------------------------------------
                                       Augustine Ferrera, Trustee, as a
                                       General Partner


                                       By: /s/ Lee S. Lasser
                                       --------------------------------------
                                       Lee S. Lasser, Trustee, as a General
                                       Partner



                                      TENANT: The Singing Machine Co., Inc.
                                              (A Florida Corporaiton)


                                       By: /s/ April J. Green
                                       --------------------------------------
                                               April J. Gree

<PAGE>

                                  EXHIBIT "A"
                                  -----------


                               LEGAL DESCRIPTION
                               -----------------


         Lot 1 & 2 of Lyons Business Park according to the Plat thereof as
recorded in Plat Book 137, Page 47, of the Public Records of Broward County.



<PAGE>



                                  EXHIBIT "B"
                                  -----------





                                   SITE PLAN






                               [GRAPHIC OMMITTED]


<PAGE>
                                                                     Page 1 of 2


                                   Exhibit "D"
                                   -----------

                          RIDER - LEASE SPECIFICATIONS
                          ----------------------------

                        (Description of Landlord's Work)

                                FOR LOT 1 & 2 OF

                           LYONS CORPORATE PARK, LLLP
                           --------------------------



A. Building Construction

1.       Building Fill - compacted to a density of 98 percent at optimum
         moisture contact.

2.       Foundations: Reinforced concrete (3,000 p.s.i.) spread footings. Soil
         bearing capacity assumed to be 2,500 psf.

3.       Exterior Walls: 8" concrete masonry units with tie columns and tie
         beams with painted stucco exterior finish, interior finish not painted.


4.       Structural Frame: A-36 steel roof framing made up of open web steel
         bar joists bearing on steel girder joists supported by steel pipe
         columns. minimum clear height to be 18'-0" from finish floor slab to
         underside of roof structure.

5.       Floor slab: 4" concrete slab reinforced with 6" x 6" - 1.4/1.4 welded
         wire mesh on 6 mil. visqueen vapor barrier.

6.       Roof Construction:

         a)       22 ga. corrigated metal deck with 1" rigid insulation board
                  fastened to metal deck.

         b)       4 ply built-up tar and gravel roof.

7.       Doors:

         a)       Overhead doors: 12'w x 14'h at bays and 8'w x 8'h at truck
                  dock. Metal overhead rolling door with manual drive surface
                  mounted inside space.

         b)       Entrance Doors: 3'0" x 7'0" Gray tinted tempered glass set in
                  Satin aluminum frames.

         c)       Rear Doors" 3'0" x 7'0" metal doors in hollow metal frames.

         d)       Interior Doors: Wood hollow core stain grade door set in wood
                  jamb. 3'0" x 6'8" x 1-3/8" at office and 2'8" x 6'8" x 1-3/8"
                  at toilets.'

8.       Interior Partitions: Building D, Building H and Building I 8'0" high
         constructed from 3-5/8" galvanized metal studs with top and bottom cap
         .25 gauge thickness. Studs to be placed 24" o.c. Finish on walls to be
         1/2" gypsum wallboard, joints to be; finished with 2" joint tape
         covered with 3 costs of spackling compound sanded smooth. 3-/2" batt
         insulation at perimeter interior partitions.

9.       Toilet Facilities Each toilet facility shall have 1 water closet, 1
         lavatory. 1-18" x 24" plate glass mirror, 1 paper holder. Floor finish
         shall be vinyl tile, walls to be painted dry wall and coiling to be
         acoustical tile.

         1 toilet facility per bay shall conform to the American National
         Standards "Specifications for Making Buildings and Facilities
         Accessible to, and Usable by, the Physically Handicapped" ANSI A 117.1.


<PAGE>

                                                                     Page 2 of 2


                                   Exhibit "D"
                                   -----------

                          RIDER - LEASE SPECIFICATIONS
                          ----------------------------

                        (Description of Landlord's Work)

                                FOR LOT 1 & 2 OF

                           LYONS CORPORATE PARK, LLLP
                           --------------------------



10.      Office Area Finishes:

         a)       Walls, 2 coats of interior type flat latex paint.

         b)       Doors and Frames: 2 coats semi-gloss paint or stain.

         c)       Flooring: carpet allowance of $9.00 s.y.

         d)       Base: 4" vinyl or rubber.

         e)       Ceiling: 2' x 4' x 5/8" mineral fiber board White flush type,
                  with fissured face. Runners and edge moldings to be 5/8" x 6"
                  fiberglass batt insulation above ceiling. Ceiling height at
                  Building C is 9' and at Building F and G is 8'.

11.      Hardware:

         a)       Entrance Doors to have double cylinder dead bolt lockset with
                  interior thumb turn, push/pull bar. automatic closer and
                  offset pivot hinges. All finishes to match finish of door
                  frame.

         b)       Interior Door - 1 pr. at 3-1/2" x 3-1/2" antique brass finish
                  mortise type butte with one Schlage or equal f series tulip
                  antique brass finish passage hardware per door and one door
                  stop.

         c)       Rear Door - 1-1/2" pr. at 4-1/2" x 4-1/2" paint grade mortise
                  type butts. with double cyllnder dead bolt with 1" throw.

         d)       Washroom Doors with privacy HDW.

12.      Plumbing - Exterior lines all to be polyvinyl chloride type (PVC).
         Interior waste and vent lines to be PVC. Interior water distribution to
         be copper pipe.

13.      HVAC - Air conditioning to be provided by split package with the
         compressor mounted on steel curbs set on the roof, andthe air handler
         suspended from the roof, above the office area. A/C supplied at 1
         ton/400 s.f. of office space. Heating will be accomplished by heat
         strips in air handling unit. Ductwork to be standard fiberglass
         foil-clad. One 1/3 h.p. ventilator exhaust fan in shop area.


14.      Electrical Service - Individual meters, 200 amp 3 phase service for
         each bay. Lighting is to be provided in the office space by 2' x 4' lay
         in 4 lamp florescent fixtures and in warehouse area by 1' x 8' lamp
         florescent fixtures mounted to underside of roof structures.


15.      Water Service - 3/4' supply with 5/8' meter - each bay in individually
         metered.


16.      Accessories - Shop area 3' x 3' white translucent skylights.


17.      The plans for thin premises are Job No. 9506 ,dated 5/3/94 drawn by
         Perez & Associates.


18.      Landlord and Tenant agrees that Tenant accepts the premises in an "AS
         IS, WHERE IS" condition except for the following:

         1.       Landlord will paint the office area.

         2.       Landlord will clean the carpet in the office area.

         3.       Landlord will provide an opening in the warehouse wall between
                  Suites A- 5 and A-6.

<PAGE>
                                 SIGN CRITERIA
                                 -------------



LOCATION :             Lyons Corporate Park I.LLP
                       6601 Lyons Road
                       Coconut Creek, Florida 33073

 EXTERIOR  BUILDING SIGNS: All signs shall be fabricated identically using the
                           following construction specifications:

                           1)       All sign layouts must be approved by
                                    landlord before installation. Sketch and
                                    specifications must be submitted.

                           2)       All live sign areas are restricted in size
                                    to allow perimeter air space where no sign
                                    element can be placed.



                           3)       All signs to consist of individual molded 3
                                    dimensional (not flat) plastic letters
                                    outfitted with etude and perforated mental
                                    pads for cementing onto steel sign band. A
                                    silicone adhesive and sticky back tape roust
                                    be used to allow for removal of letters when
                                    necessary. Perforated pads must be adjusted
                                    to allow a minimum of 1/B" projection from
                                    back of letters to wall (See Diagram B).

                           4)       Tenant may choose from a variety of letter
                                    styles available and the color must be
                                    white.

                           5)       Logos and company emblems may be used as
                                    long as they conform to these general
                                    construction specifications and do not
                                    exceed sign "size" regulations.


NOTE:    The Tenant shall confirm with the City of Coconut Creek that their sign
         conforms to City Ordinances prior to construction of their sign.