EXHIBIT 10.66

                                 LEASE AGREEMENT

     THIS  LEASE  executed in 3 counterparts (with each counterpart being deemed
to  be  an  original  document)  and  made and entered into as of the 4th day of
November  1998,  (hereinafter  called "Lease Date"), by and between BRIDGE PLAZA
PARTNERSHIP  (hereinafter  called  "Landlord"),  and  THE  FURST  GROUP,  INC.
(hereinafter  called  "Tenant"); Landlord and Tenant having the following notice
address  on  the  date  of  this  Lease:


     Landlord:     BRIDGE  PLAZA  PARTNERSHIP
                   2340  Periwinkle  Way,  Suite  J-3
                   Sanibel  Island,  Florida  33957
                   (941)  395-1111

     Tenant:       THE  FURST  GROUP,  INC.
                   Furst  Commerce  Center
                   459  Oakshade  Road
                   Shamong,  NJ  08088
                   (941)  481-2199

                          FUNDAMENTAL LEASE PROVISIONS
                          ----------------------------

     Certain  Fundamental  Lease  Provisions  are  set forth in this Section and
represent the agreement of the parties hereto, subject to further definition and
elaboration  as  set  forth  in  the  Lease  Agreement:

     (a)     Tenant's  Trade  Name:          THE  FURST  GROUP

     (b)     Lease  Terms:
             Commencement  Date:             February  1,  19999
             Lease  Expiration  Date:        January  31,  2002

     (c)     Premises:                       12901 McGregor Boulevard, Unit  1A,
                                             Fort Meyers, Florida

     (d)     Area  of the Premises:          12,420 - 11, 787 square feet of air
                                             conditioned  area plus  633  square
                                             feet  covered  area  square  feet

     (e)     Minimum  Rent:                  $95,013.00  per  year  -  year  1
                                             $7,917.75  per  month  -  year  1
                                             An amount equal to the first year's
                                             annual  Minimum Rent
                                             multiplied  by  104%  -  year  2
                                             An amount equal to the first year's
                                             monthly  Minimum  Rent
                                             multiplied  by  104%  -  year  2
                                             An  amount  equal  to  the  second
                                             year's  annual  Minimum  Rent
                                             multiplied  by  104%  -  year  3
                                             An  amount  equal  to  the  second
                                             year's  monthly  Minimum  Rent
                                             multiplied  by  104%  -  year  3

     (f)     Additional  Rent:
             Common  Area  Costs  and  Expenses:          See  2.02
             Tax  Impositions:                            See  2.02
             Insurance  Costs:                            See  2.02

     (g)     Security  Deposit:                           $9,500.00

     (h)     Permitted  Use:                       Telecommunication  Services

     (i)     Address  of Shopping Center:          12901 McGregor Boulevard,
                                                   Fort Meyers, FL

                                        1
<PAGE>

                                      INDEX
                                      -----

ARTICLE  I  -     TERM:                                        PAGE
                  ----

     1.01     Term  of  This  Lease                              4

ARTICLE  II  -     TENANT  PAYMENT:
                   ---------------

     2.01     Minimum  Rent                                      4
     2.02     Cost and Expenses, Tax Impositions, and
              Insurance Costs                                    4
     2.03     Utilities                                          5
     2.04     Amounts  due  Upon  Termination                    6
     2.05     Security  Deposit                                  6

ARTICLE  III  -     TENANT  COVENANT:
                    ----------------

     3.01     Use                                                6
     3.02     Painting  and  Decorating                          7
     3.03     Signs  and  Displays                               7
     3.04     Rubbish  Removal                                   7
     3.05     Passageways                                        7
     3.06     General  Insurance  Requirements                   7
     3.07     Plate  Glass                                       7
     3.08     Insurance  Restrictions                            7
     3.09     Indemnification  of  Landlord                      8
     3.10     Alterations  of  Tenant                            8
     3.11     Repairs  and  Maintenance  by  Tenant              9
     3.12     Transfers,  Assignment  and  Subletting            9
     3.13     Voting  Control                                    9

ARTICLE  IV  -     DEFAULTS  BY  TENANT:
                   --------------------

     4.01     Events  of  Default                                9
     4.02     Remedies  Upon  Default                           10
     4.03     Damages  Upon  Termination                        11
     4.04     Landlord's  Self  Help                            11

ARTICLE  V  -     DEFAULTS  BY  TENANT:
                  --------------------

     5.01     Subordination  of  Lease                          11
     5.02     Tenant's  Attornment                              11
     5.03     Instruments  to  Carry  Out  Intent               11

ARTICLE  VI  -     ESTOPPEL  CERTIFICATE:
                   ----------------------

     6.01     Tenant's  Agreement  to  Deliver                  12
     6.02     Failure  of  Tenant  to  Provide                  12

ARTICLE  VII  -     MECHANIC'S  LIENS:
                    -----------------

7.01     No  Liens  Permitted                                   12
7.02     Prompt  Payment                                        12
7.03     Posting  of  Notices                                   12

ARTICE  VIII  -     COMMON  AREAS:
                    -------------

     8.01     Use  of  Common  Areas                            12
     8.02     Alteration  of  Common  Areas                     12
     8.03     Employee  Parking                                 13

                                        2
<PAGE>

ARTICLE  IX  -     LANDLORD  OBLIGATIONS:
                   ---------------------

     9.01     Repairs  by  Landlord                             13
     9.02     Damage  or  Destruction                           13
     9.03     Condemnation                                      13
     9.04     Quiet  Enjoyment  and  Transfer  of  Tenants      13

ARTICLE  X  -     ADDITIONAL  COVENANTS:
                  ---------------------

     10.01     Right  of  Entry                                 14
     10.02     Surrender  of  Premises                          14
     10.03     Late  Charges                                    14
     10.04     All  Notices  in  Writing                        14

ARTICLE  XI  -     MISCELLANEOUS:
                        --------------

     11.01     Attorney's  Fees                                 14
     11.02     Time  of  Essense                                14
     11.03     Holding  Over                                    15
     11.04     Waiver                                           15
     11.05     Successors  and  Assigns                         15
     11.06     Headings, Captions and References                15
     11.07     Landlord  and Tenant Relationship                15
     11.08     No  estate  by  Tenant                           15
     11.09     Delay  in  Delivery  of  Premises                15
     11.10     Entire  Agreement  and  No  Offer                16
     11.11     Representations                                  16
     11.12     Jurisdiction                                     16
     11.13     Landlord's  Liability                            16
     11.14     Execution  by  Agent                             16
     11.15     Corporate  Tenants                               16
     11.16     Accord  and  Satisfactions                       16
     11.17     Recording                                        16
     11.18     Radon  Gas                                       16
     11.19     Hazardous  or  Toxic  Materials                  16

Exhibit  A     Rules  and  Regulations
Exhibit  B     Additional  Lease  Provisions

                                        3
<PAGE>

THIS  LEASE  AGREEMENT made and entered into as of the Lease Date by and between
Landlord  and  Tenant.

     In  consideration of the rents hereinafter reserved and in consideration of
the mutual covenants and agreements hereinafter contained, and the sum of TEN AN
NO/100 DOLLARS ($10.00) and other valuable consideration each to the other paid,
the receipt and adequacy whereof are hereby acknowledged, Landlord hereby leases
and  demises  unto Tenant, and Tenant hereby leases from Landlord, those certain
premises  (hereinafter  referred to as "Premises") consisting of the store space
having  a rentable area of approximately the Area of the Premises defined in the
Fundamental  lease  Provisions.  The Area of the Premises has been calculated on
the  basis  of  the  rentable  area  attributable  to the Premises and is hereby
stipulated  for  all  purposes  to  be  the  number of square feet stated in the
definition of the Area of premises, whether the same should be more or less as a
result  of  variations  arising out of actual construction and completion of the
Premises for occupancy or otherwise. The Premises is located within the Shopping
Center composed of those buildings and improvements now or hereafter constructed
on  that  parcel  of  land  at  the address of the Shopping Center and/or on any
additional  land  acquired  by  Landlord  and made a part of the Shopping Center
which  land  and  additional  land  is  hereinafter  called  the  "Land".

     The  Fundamental  Lease Provisions appearing on the face page of this Lease
are  an  integral  part  of this Lease and are incorporated herein by reference.
Each  of  the  Fundamental  Lease  Provisions shall be deemed a definition of an
essential  term  of  this  Lease and whenever any such term shall appear in this
Lease,  it  shall  be  deemed  to  have  the  meaning therefore set forth in the
Fundamental  Lease  Provisions  and  shall  be limited by the provisions of this
Lease  applicable  thereto.

                                    ARTICLE I
                                      TERM
                                      ----

     1.01  Term  of  this Lease. The term of this Lease (sometimes herein called
the  "Term")  shall  mean  the  period  starting  on the first day of the Tenant
occupying  the  Premises  or the Commencement Date as set forth in clause (b) on
page  1,  whichever is earlier, and subject to the other terms and conditions of
this  Lease,  ending  at 12:00 o'clock midnight on the Lease Expiration Date set
forth  in  clause  (b) on page 1. "Lease Year" means each successive twelve (12)
month  period  from  January  1, and the next succeeding December 31; and if the
Term ends on other than a December 31, it also means the period beginning on the
last  January  1 of the Term and ending on the last day of the Term. "Rent Year"
means  either  a  Lease  Year  or  a  Partial  lease  Year,  as the case may be.

                                   ARTICLE II
                                 TENANT PAYMENTS
                                 ---------------

     Tenant  covenants  and  agrees to pay Landlord, as rental for the Premises,
rent  in  accordance  with  the provisions set forth hereinbelow. Tenant further
covenants  and  agrees  to  pay, as hereinafter set forth, common area costs and
expenses,  tax  impositions,  insurance  costs,  late  charges and other charges
required  to be paid by Tenant by the provisions of this Lease, all of which are
hereinafter  sometimes  collectively  referred  to  as  "costs" and shall not be
deemed  a  part  of the rents. Such costs shall, for the purposes of the default
provisions  hereof, be deemed additional rent due from Tenant and any default in
the  prompt payment thereof shall entitle Landlord to exercise any or all of the
remedies  provided  for  herein  and at law or at equity, on account of Tenant's
failure  to  pay  rent. It is further agreed that such costs shall not be deemed
rent  as  that  term  is  construed  relative to government wage, price and rent
control  or  analogous  governmental  actions affecting the amount of rent which
Landlord  may  charge  Tenant. For the purposes of this Lease, the term Tenant's
Proportionate  Share  shall mean (for each calendar year during the term of this
Lease during which Tenant is required to make a specified payment of common area
costs  and  expenses  and insurance costs) the total costs of said costs for the
Shopping  Center  multiplied by a fraction the numerator of which is the Area of
the  Premises  and  the  denominator of which is the total square footage of the
Shopping  Center.

     2.01  Minimum  Rent.  Tenant shall pay to Landlord without notice or demand
during  the  Term, at the Address of Landlord or at such other place as Landlord
may  direct  from  time  to time by notice to Tenant, the Annual Minimum Rent in
equal  monthly  installments  of  the  Monthly  Minimum Rent as set forth in the
Fundamental  Lease  Provisions  payable in advance on or before the first day of
each  calendar  month during the Term, without abatement, offset or deduction of
any  kind  or  for  any reason. Installments of Minimum Rents due for any period
less than one (1) calendar month for which Tenant is obligated to pay rent shall
be  prorated on a per diem basis with respect to such fractional calendar month.

     2.02  Common  Area Costs and Expenses Tax Impositions, and Insurance Costs.
(a)  For  each  calendar year during the Term of this Lease, Tenant shall pay to
Landlord,  as additional rent, Tenant's Proportionate Share of common area costs
and  expenses,  tax impositions and insurance costs paid or incurred by Landlord
and  which  shall be charged to the operation, maintenance and management of the
Shopping  Center  and  its  common

                                        4
<PAGE>

areas.  Tenant's  Proportionate Share of each such item shall be paid in advance
whether  or  not actually incurred by Landlord in monthly installments estimated
by  Landlord  and subsequently adjusted as provided below for any deficiency (or
excess)  resulting  from  actual costs exceeding (or falling short of) estimated
payments.  Landlord  may revise its estimate and may adjust such monthly payment
at  the  end of any calendar month.  The first such installment shall be due and
payable  by  Tenant  on  the  Rent Commencement Date (prorated for the remaining
number  of  day  in  the  calendar  year);  and  subsequent  installments  shall
thereafter be due and payable on the first (1st) day of each successive calendar
month  during  the  Term.  After  the  end of each calendar year, Landlord shall
deliver  to Tenant a statement certifying the actual costs of each such item for
the  estimated  period  just  ended and a statement estimating the costs of each
such  item  for the calendar year thereafter.  On or before the due date for the
installment  of  Minimum Rent next due following receipt of each such statement,
Tenant  shall  pay  any  deficiency  resulting  from  the actual costs exceeding
estimated  payments for the period just ended.  Landlord shall credit any excess
payment  made  by  Tenant  for  the  preceding period against future payments of
Tenant's Proportionate Share of each such item.  If the Term shall end on a date
other  than  the last day of a month, the charges to Tenant with respect to each
such  item  for  that  month  shall  be  prorated  on  a  daily  basis.

     (b)  The  term  "common area costs and expenses" shall mean and include all
amounts paid or incurred by Landlord for operation, managing and maintaining the
common  areas  of  the Shopping Center in a manner deemed by Landlord reasonable
and  appropriate  and  for  the best interest of the Shopping Center, including,
without  limitation,  all  costs  and  expenses  of  : (i) operating, repairing,
maintaining,  lighting,  and  cleaning  the common areas of the Shopping Center;
(ii)  paying  all  personnel employed on a part time basis or full time basis in
the operation, maintenance or repair of the common areas of the Shopping Center;
(iii)  removing rubbish and debris from the common areas of the Shopping Center,
(iv)  inspection,  maintenance, operation of machinery and equipment used in the
operation  and  maintenance of the common area facilities; (v) all paved parking
and  other areas serving the Shopping Center; and all walkways, landscaping, and
lighting  facilities;  (vi) all utilities used in connection with the operation,
repair  and  maintenance  of  common  area  facilities; (vii) leasing or renting
equipment used in connection with the operation repair and maintenance of common
area  facilities.  It  is  acknowledged and agreed that for the purposes of this
Lease,  the  "common  areas" of the Shopping Cneter shall mean exteriors and all
utilities  underground or other wise forming part of the Shopping Center and all
paved parking areas, driveways, sidewalks, passages, loading docks and all other
areas  not  specifically  designated  to  be  under the exclusive control of any
single  tenant.

     (c)  The  term  "tax impositions" shall mean and include all assessments or
charges  paid  or  incurred  by Landlord for public betterments or improvements,
fire or water line taxes, ad valorem real estate and/or personal property taxes,
or  any  other  tax  on  rents  or  real estate as such (other than income taxes
thereon)  from  time to time directly or indirectly assessed or imposed upon the
Shopping  Center  and/or the Land upon which it is situated and/or the property,
furniture,  fixtures, and equipment used in the operation, maintenance or repair
of  the  Shopping Center and its common areas, including all costs and fees paid
or  incurred  by  Landlord  in  contesting,  or  in  negotiating with the public
authorities  as to the amount of such assessments, charges or taxes or the basis
upon  which the same shall be assessed. The foregoing provisions to the contrary
notwithstanding,  it  is  understood  and agreed that any and all assessments or
charges for the public betterments or improvements, ad valorem real estate taxes
or  other  taxes  on  business  property  as such from time to time made to the
Premises  by  Tenant  or  under its direction or with respect to any property of
Tenant  therein  shall  be  born  and paid entirely by Tenant and if any of said
items  of  any portion thereof shall be paid by Landlord, Tenant shall reimburse
Landlord  for  the  same  immediately  upon  receipt by Tenant of written demand
therefor  from  Landlord.

     (d) The  term "insurance  costs" shall mean and include all amounts paid or
incurred  by Landlord for all insurance which may be maintained by Landlord from
time  to  time with respect to the Shopping Center, the common areas thereof and
the  management,  operation  and maintenance thereof, including, but not limited
to,  all  risk  fire  and  extended  coverage  insurance, rental loss insurance,
general  liability  insurance,  automobile  insurance,  workmen's  compensation
insurance,  insurance  against  liability  for  defamation  and claims for false
arrest,  and  plate  glass  insurance.

     (e)  Notwithstanding the language referenced in Article 2.02 (a), (b), (c),
an  (d) regarding common area costs and expenses, tax impositions, and insurance
costs  to be paid by the Tenant, the amount the Tenant shall pay to the Landlord
as Tenant's additional rent for common area costs and expenses, tax impositions,
(excluding  tax on rent), and insurance costs shall never be less than an annual
sum  of  $17,  680.50  for  year  1  of  the Lease and said minimum amount shall
increase  each  year  thereafter  4%  from  the  previous  year.

     2.03  Utilities  (a)  Tenant shall promptly pay for all utilities and other
services (including, but not limited to water, sewer service charges, garbage or
trash  removal,  fuels,  including  natural  gas,  and  electricity,  including
electricity  for  any heating in the Premises) furnished to and/or used in or at
the

                                        5
<PAGE>

Premises for any purpose.  Landlord may, if it so elects, furnish one or more of
said  utility  services to Tenant, provided that furnishing thereof  by Landlord
is  not  prohibited  by  law,  rule  or  regulation  of  such  utility or of any
governmental  agency  having  jurisdiction  with  respect  thereto, and, in such
event, Tenant shall purchase the use of such service as it is tendered and shall
pay  on  demand  as additional rent the rates established therefor by Landlord,
which  rates  shall  not  exceed the rates which would have been charged for the
same  service  if  furnished by the appropriate local utility company.  Landlord
may  at  any  time discontinue the furnishing of any one or more of such utility
services without obligation to Tenant other than to permit Tenant to connect the
Premises  to  the  public  utility,  if  any, furnish such discontinued service.

     (b)  Landlord  shall  not  be  liable  for  any interruption or curtailment
whatsoever  in  the  furnishing  of  utility  services  or other services to the
Premises  whether  or  not  the  same are furnished by Landlord, which is due to
fire,  accidents, strikes, acts of God or other casualties, conditions or causes
beyond  Landlord's  control  or  which  is  necessary or proper in order to make
alterations, improvements or repairs.  Landlord reserves, and shall at all times
have,  the  right to cut off and discontinue on ten (10) days  written notice to
Tenant  all  utility services inn the event Tenant has failed to pay amounts due
from Tenant to landlord under any provision of this Lease and fails to cure such
default  within  said  ten  (10)  day  notice  period.

     2.04  Amounts  Due  Upon  Termination.  Notwithstanding  any  expiration or
termination  of  this  Lease  (except  in  the  case  of cancellation by mutual
agreement) Tenant's obligation to pay minimum Rent, Tenant's Proportionate Share
of all common area costs and expenses, insurance costs and utility charges under
this Lease shall continue and shall cover all periods up to the Lease Expiration
Date.  Tenant's  obligation to pay any and all such amounts under this Lease and
Landlord's  and  Tenant's obligations to make the adjustments referred to above
shall  survive  any  expiration  or  termination  of  this  Lease.

     2.05  Security  Deposit. Tenant has concurrently with the execution of this
Lease, deposited with the Landlord the sum set forth for the Security Deposit in
the  Fundamental  Lease Provisions  as  security  for  the  full  and  faithful
performance of each and every provision of this Lease to be performed by Tenant.
If  Tenant  defaults  with  respect  to  any provision of this Lease by it to be
performed, Landlord may, in addition to any other remedy it may have, use, apply
or retain all or any part of the Security Deposit for the payment of any rent or
any  other sum in default, or for the payment of any other amount which Landlord
may  spend  or  become  obligated  to  spend by reason of Tenant's default or to
compensate  Landlord  for  any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any proportion of the Security Deposit is so used
or  applied,  Tenant shall, within five (5) days after written demand therefor,
deposit  cash  with  Landlord  in  an  amount sufficient to restore the Security
Deposit  to  its  original  amount.  Landlord  shall not be required to keep the
Security  Deposit  separate  from  its  general  funds  and  Tenant shall not be
entitled  to  interest  on  such  deposit.  If Tenant shall fully and faithfully
perform each provision of this Lease to be performed by it, the Security Deposit
or  any  balance thereof shall be returned to Tenant only upon the expiration of
the  full  stated term of this Lease and after payment by Tenant of all sums due
or  to  become  due  Landlord  under  any provisions of this Lease, it being the
intention  of  the parties that such sum of money shall secure Landlord not only
as  to  default  by  Tenant prior to termination but as to any deficiency in the
sums  to  be  paid by Tenant to Landlord for the full stated term hereof. In the
even  of  a sale, lease or other transfer of the Shopping Center, Landlord shall
have  the  right  to  transfer  the  Security  Deposit  to the vendee, lessee or
transferee,  and Landlord shall thereupon be released form all liability for the
return  of  such  Security  Deposit;  and  this  provision  shall apply to every
transfer  or  assignment  made  of  the  Security Deposit to a new landlord. The
Security  Deposit  shall  not  be  assigned  or encumbered by Tenant without the
written  consent  of  Landlord,  and any such assignment or encumbrance shall be
void.

                                   ARTICLE III
                                TENANT COVENANTS
                                ----------------

     3.01  Use. Tenant shall not use, occupy or operate the whole or any part of
the  Premises  for  any purpose other than that set forth under Permitted Use in
the  Fundamental  Lease  Provisions; nor shall Tenant permit the same to be used
for  any other purpose. Tenant shall further use the Premises in accordance with
the  Rules  and  Regulations  from  time to time adopted by Landlord and in such
manner as will not interfere with or infringe on, the rights of other tenants in
the  Shopping  Center.  A copy of such Rules and Regulations presently in effect
are  attached  hereto  as  Exhibit  A  and by this reference made a part hereof.
Tenant  shall not use or occupy the Premises in violation of any law, ordinance,
regulation or other directives of any governmental authority having jurisdiction
hereof,  not permit a nuisance to be created or maintained therein. Tenant shall
not maintain or permit any coin operated or vending machines within or about the
Premises  without the prior written consent of Landlord. During the term hereof,
Tenant  shall  be  in  continuous  use,  occupancy  and  operation of the entire
Premises,  shall conduct business in the Premises for the purposes herein stated
and shall not vacate or abandon the Premises or allow the same to appear vacated
or  abandoned. Tenant shall conduct its business in the Premises under the trade
name  set  forth  under Tenant's Trade Name in the Fundamental Lease Provisions,
and  under  no  other  name  or  trade  name unless first approved in writing by
Landlord.  Tenant  shall  not allow any odor or sound produced or originating in
the  Premises  to  be  detectable

                                        6
<PAGE>

outside  the  Premises and shall, at its sole expense, exhaust and/or filter all
such  odors in such manner that they cannot be detected outside the Premises and
sound  proof  the wall of the Premises in such manner that such sounds cannot be
heard  outside  the Premises. Tenant shall not, under any circumstances, conduct
in  the  Premises  of the Shopping Center any auction or bankruptcy sale or fire
sale  or  going-out-of  business  sale or any similar liquidation sale, it being
agreed  that  the  same  are  inconsistent  and  in  conflict  with and would be
detrimental  to  the  interest  of  Landlord  and  Tenant.

     3.02  Painting  and  Decorating.  Tenant shall paint and keep the Premises,
including  the storefront thereof, in good repair, but Tenant shall not paint or
change the decorative or architectural treatment of the storefront, the interior
or the exterior of the Premises without Landlord's written consent. Tenant shall
promptly  remove,  upon  order  from  Landlord,  any decoration or architectural
changes  which  has  been  applied  to,  or installed upon, the Premises without
Landlord's  written  consent or take such other action with reference thereto as
Landlord  may  direct.

     3.03  Signs  and Displays. Tenant shall not place or permit to be placed or
maintain  any  sign,  awning  advertising matter, decoration, lettering or other
thing  of  any  kind  on  the interior or the exterior of the Premises or on the
glass  of  any window or door of the Premises without first obtaining Landlord's
written  approval  thereof.  Tenant  shall  promptly  remove,  upon  order  from
Landlord,  any sign, awning, advertising matter or other thing of any kind which
has been applied to, or installed upon, the interior or exterior of the Premises
without  Landlord's  written  consent  or  take such other action with reference
thereto as Landlord may direct. Tenant shall maintain displays of merchandise in
such  a  manner as shall be visible from Tenant's storefront and shall take such
other  action  with  respect thereto as Landlord shall direct. Tenant's exterior
sign  shall remain lit during such hours of each day as shall be determined from
time  to  time  by  written policies of Landlord designed to provide for general
uniformity  with respect to the lighting of exterior signs. The Landlord has the
right,  but  not the obligation to erect a sign advertising Tenant's business on
or immediately adjacent to the Premises. The Tenant shall reimburse the Landlord
for  the  cost  of  said  sign.

     3.04  Rubbish  Removal. Tenant, at its own expense, shall keep the Premises
clean,  both inside and outside, and shall remove all rubbish, garbage and other
refuse  from the Premises and place it in containers which shall be provided and
located  by  Landlord  within  the  service  areas  of  the  Shopping  Center.

     3.05  Passageways.  Tenant  shall  neither  encumber  nor  obstruct  the
passageways adjoining the Premises or in other areas of the Shopping Center, nor
allow  the same to be obstructed or encumbered in any manner, including, but not
limited to the use of same for displays, advertising or the sale of merchandise.

     3.06  General  Insurance Requirement. During the Term, Tenant shall, at its
own  cost  and  expense,  carry  with  companies  satisfactory  to  Landlord,
comprehensive  public  liability  insurance  in  the joint names of Landlord and
Tenant covering the Premises and the use and occupancy thereof in such amount or
amounts  as  may  be reasonably required by Landlord from time to time but in no
event  less  than  One Million Dollars ($1,000,000.00) combined single limit for
any one occurrence. Tenant shall also keep in force, at its own cost and expense
set  forth  herein, fire, extended coverage, and water damage insurance insuring
the  Tenant's  property  including,  but  not  limited  to,  betterments  and
improvements made by Tenant, Tenant's inventory, trade fixtures, furnishings and
other  personal  property  whether  or  not  removable  by  Tenant, in an amount
sufficient  to  cover  the full replacement cost of such property. Tenant hereby
waives  any claim or right of action which it may have against Landlord for loss
or  damage  covered by any insurance required to be maintained by it pursuant to
the terms of this Lease and covenants and agrees that it will obtain a waiver in
writing  from the carrier of such insurance releasing such carrier's subrogation
rights  as  against  Landlord. In addition, Tenant shall keep in force workman's
compensation  or  similar  insurance to the extent required by law. Tenant shall
deliver  said  policies  or certificates thereof to Landlord before entering the
Premises; and thereafter thirty (30 days prior to the expiration of any existing
policy  of  insurance.  Should  Tenant  fail to obtain or maintain in effect the
insurance  called for herein or to pay the premiums therefor or  to deliver said
policies, certificates or duplicates thereof to Landlord, Tenant shall indemnify
and  hold Landlord harmless from all loss or damage incurred by Landlord arising
out  of  such  failure; and Landlord may, at its election and in addition to any
other remedy available to Landlord, procure said insurance and pay the requisite
premiums  therefor,  in  which  even  Tenant  shall pay to Landlord on demand as
additional  rent  all  sums  so  expended  by  Landlord. Tenant shall cause each
insurer  under  the  policies  required hereunder to agree by endorsement on the
policy  issued  by it or by independent instrument furnished to Landlord that it
will  give  Landlord  thirty (30) days prior written notice before the policy or
policies  in  question  shall  be  altered  or  canceled.

     3.07  Plate  Glass.  Tenant shall replace, at is sole cost and expense, any
and  all  plate  and other glass in or about the Premises damaged or broken from
any  cause  whatsoever.

     3.08  Insurance  Restrictions. Tenant shall not, without Landlord's written
consent,  use  the  Premises  or  the  Shopping  Center in any manner which will
increase  the  insurance  premium  costs  or  invalidate  any insurance policies
carried  on  the  Premises  or  on other parts of the Shopping Center, nor shall
Tenant  do

                                        7
<PAGE>

or  cause to be done or permit or keep on the Premises or in the Shopping Center
anything  which  will  have  a like effect upon any such insurance policies. If,
because  of  anything done, caused to be done, permitted or omitted by Tenant or
its  agents,  servants, employees (whether or not acting in the scope and course
of their employment), licensees, assignees or undertenants, the premium rate for
any kind of insurance in effect on the Shopping Center or any part thereof shall
be  raised,  or if Landlord should consent to a use or occupancy of the Premises
by  Tenant which shall cause an increase in the premium rate for such insurance,
Tenant  shall  pay  Landlord on demand as additional rent the amount of any such
increase  in  premium  which  Landlord shall pay for such insurance. If Landlord
shall demand that Tenant remedy such condition which caused any such increase in
an  insurance  premium  rate,  unless  Landlord  has  otherwise consented to the
condition  in  writing,  Tenant shall remedy such condition within five (5) days
after receipt of such demand. All property kept, stored, maintained or permitted
within  the  Premises  by  Tenant  shall  be  at  Tenant's  sole  risk.

     3.09  Indemnification  of  Landlord.  Tenant agrees to indemnify and defend
Landlord  and  to  save  harmless Landlord, and the tenants, licensee, invitees,
agents,  servants  and employees of Landlord against and from any and all claims
by  or  on behalf of any person, firm or corporation arising by reason of injury
to  person  or  property  occurring  on the Premises or by reason of any breach,
violation  or nonperformance of any thing growing out of the occupancy or use of
the  Premises  by  Tenant or anyone holding or claiming to hold through or under
Tenant.  Tenant  agrees  to pay Landlord promptly for all damage to the Shopping
Center  or  the  Premises  and  for  all  damage  to tenants or occupants of the
Shopping  Center  caused by Tenant's misuse or neglect of the Shopping Center or
of the Premises or of its or their apparatus and appurtenances and Tenant agrees
in any event to reimburse and compensate landlord as additional rent within five
(5)  days  of  rendition of any statement to Tenant by Landlord for expenditures
made  by  Landlord  or  for  fines  sustained  or  incurred  by  Landlord due to
nonperformance  or  noncompliance with or breach or failure to observe any term,
covenant  or  condition  of  this Lease upon Tenant's part to be kept, observed,
performed  or  complied  with.  Landlord  shall  not be liable to Tenant for any
damage  by  or  from any act or negligence of any co-tenant or other occupant of
the  Shopping  Center  or  by  any owner or occupancy of adjoining or contiguous
property.  Neither  Landlord  not its agents shall be liable to Tenant or to any
person,  firm  or corporation claiming through or under Tenant for any injury or
damage  to  persons or property resulting from fire, explosion, falling plaster,
steam,  glass,  electricity,  water,  rain or snow or leaks from any part of the
Shopping  Center  or  from  the  pipes, appliances or plumbing works or from the
roof,  street  or sub-surface or from any other place or by dampness or by other
cause of whatever nature, unless caused by or due to the negligence of Landlord,
its  agents,  servants  or  employees  acting  in  the course and scope of their
employment.  Landlord  shall  not  be liable to Tenant or to any person, firm or
corporation  claiming  through  or  under  Tenant  for any latent defects in the
Premises  or  in  the  Shopping  Center.

     3.10 Alterations by Tenant. (a) Tenant shall make no alterations, additions
or  improvements  to  the  Premises  or  to  the exterior, the structure, or the
storefront thereof or the signs thereon without the prior written consent of the
Landlord.  Any  request  by  Tenant  for Landlord's consent to any such proposed
alterations, additions and improvements shall in each instance be accompanied by
plans  and  specifications  for  the  proposed  work  prepared  and submitted to
Landlord in accordance with such requirements as Landlord may reasonably impose.
All  such  alterations,  additions and improvements (excluding personal property
and  movable business fixtures of Tenant no part of the cost of which shall have
been  paid by Landlord) made by, for or at the direction of Tenant, shall become
the  property  of  Landlord  and  shall  remain upon and be surrendered with the
Premises  as  a  part  thereof  at the expiration or earlier termination of this
Lease  or at such time as the Landlord shall re-enter and take possession of the
Premises  without  terminating  this  Lease  pursuant  to the provisions of 4.02
hereof;  provided, however, that Landlord shall have the right to require Tenant
to remove any of such alterations, additions, or improvements and to restore the
Premises  to  the  condition  in which they were at the commencement of Tenant's
occupancy thereof and such right shall be exercised by Landlord by giving notice
to  tenant  at  any  time  prior to or not later than thirty (30) days after the
expiration  or  earlier  termination of this Lease. Upon receipt of such notice,
Tenant,  at  Tenant's  sole cost and expense, shall comply with the requirements
specified  in  such notice on or before the expiration or earlier termination of
the  Lease  or  within  five  (5)  days  after receipt of such notice by Tenant,
whichever  is  later.

     (b) Tenant shall make no penetration of any floor, wall, overhead structure
or  roof  of  the  Premises  or  any  other  part of the Shopping Center without
Landlord's  prior  written consent to the plans and specifications therefor  and
for  the  repair  of  each  such  penetration all in such detail as Landlord may
require.  Subject  to  such  consent  and to Tenant's compliance with such other
requirements  as  Landlord  may  impose,  Tenant  shall make and repair any such
penetration  in strict compliance with the approved plans and specifications and
Landlord's requirements with respect thereto.  Landlord shall have no obligation
to  consent  to  any  such  penetration;  but,  if  it  shall  so  consent, then
notwithstanding  such consent, Tenant shall indemnify and hold Landlord harmless
from  any damage, loss, cost or expense arising out of the existence of any such
penetration  even  if  the  same was made and required in compliance with plans,
specifications  and  requirements  approved  by  Landlord.

                                        8
<PAGE>

     (c) Landlord shall have no obligation to make any alterations, improvements
or  repairs  to  the  Premises  other  than  those,  if any, herein specifically
provided  for.

     3.11  Repairs and Maintenance by Tenant. Tenant shall, at Tenant's own cost
and expense, keep and maintain the Premises and appurtenances thereto (including
replacements  as  necessary)  and  every  part thereof, in good order and repair
except  portions  of the Premises to be repaired by Landlord pursuant to Section
9.01  hereof.  Tenant  shall  also  keep  the heating, cooling, and ventilation,
water, sewer, electrical and sprinkler systems within or serving the Premises in
good  order  and  repair  and  Tenant  shall  be  liable  for any damaged due or
attributable to Tenant's failure to perform or cause such maintenance or repairs
to  be  performed. Throughout the Term, Tenant shall enter into and maintain, at
its  expense, a maintenance contract with the service contractor designated from
time  to  time  by  Landlord  which  contract shall provide for and Tenant shall
through  such contractor perform or cause to be performed routine maintenance on
the  heating, cooling and ventilating system serving the Premises including, but
not  limited to, timely changing of filters (at least quarterly), adjustment and
inspection  of  air  handling  mechanisms,  control  equipment,  inspection,
maintenance  and  performance  of  necessary lubrication, testing and other such
normal  maintenance  procedures. In addition, throughout the term of this Lease,
Tenant  shall  enter  into and maintain, at its expense, a pest control contract
with  the pest control contractor designated from time to time by Landlord which
contract shall provide for and Tenant shall, through such contractor, perform or
cause  to be performed, not less frequently than quarterly, routine pest control
and  examination  of  and  preventive  treatment  for  vermin,  insects and wood
destroying  organisms.  All  damage  or  injury  to the Premises or the Shopping
Center,  or  the  common  areas,  caused  by any act or negligence of Tenant, it
agent,  employees, licensee, invitees or visitors, shall be promptly repaired by
Tenant. Landlord may make such repairs which are not promptly made by Tenant and
charge  Tenant for the cost thereof, and Tenant hereby agrees to pay such amount
to  Landlord  together  with  interest  thereon at the highest legal rate not to
exceed  eighteen  (18%)  percent  per  annum  from  the  date of such repairs as
additional  rent  on  demand.  Tenant shall have no right to make repairs at the
expense  of Landlord, or to deduct the cost thereof from the rent due hereunder.

     3.12  Transfer, Assignment and Subletting. Tenant shall not sell, pledge or
hypothecated  this  Lease or sublet the Premises or any part thereof without the
prior  written consent of Landlord in each such instance. Consent of Landlord to
one  assignment  or  subletting  shall not destroy or operate as a waiver of the
prohibitions contained in this section as to future assignments or subleases and
all such later assignments or subleases shall be made only with Landlord's prior
written  consent. In the event any assignment of this Lease or subletting of the
Premises  or  any  part  thereof  is  made  by Tenant whether or not the same is
consented  to by Landlord, Tenant shall remain liable to Landlord for payment of
all  rent  herein  provided  for  and for the faithful performance of all of the
covenants  and  conditions  of this Lease by an assignee or sublesee to the same
extent  as  if  the  lease had not been assigned or the Premises sublet. If this
Lease  shall  be  assigned  or  the  Premises or any portion thereof sublet by a
rental  that  exceeds all rentals to be paid to Landlord hereunder, attributable
to the Premises or portion thereof so assigned or sublet, then and in such event
any  such  excess  shall  be  paid  over  to Landlord by Tenant. If Tenant shall
request Landlord's consent to an assignment of this Lease or a subletting of the
Premises  or  any  portion thereof, it shall do so by written notice to Landlord
naming  the  proposed  assignee  or  subtenant,  designating  any portion of the
Premises  to  be sublet and setting forth the other terms and conditions of such
proposed  assignment  or  subletting.  Thereupon,  and  at  any time thereafter,
Landlord  shall,  at  its election upon notice to Tenant and without limitation,
have  the  right to refuse to consent to such subletting or assignment; or enter
into  a  direct lease with such proposed assignee or subtenant; and/or terminate
this  Lease  as  to  the  portion of the Premises designated in such notice from
Tenant to Landlord, the area of the Premises shall be reduced by the area of the
portion  of the Premises so designated by Tenant, the Rent shall each be reduced
in  the same proportion as the area of the Premises shall be reduced, and Tenant
shall upon request of Landlord execute an instrument in recordable form prepared
by  Landlord  documenting  the  same.

     3.13 Voting Control. If Tenant is a corporation and if the entity or person
or  persons who own a majority of its voting shares at the time of the execution
hereof cease to own a majority of such shares at any time hereafter, except as a
result  of  transfers  by  gift,  bequest or inheritance, Tenant shall so notify
Landlord.  In  the  event of such change of ownership, whether or not Tenant has
notified  Landlord thereof, Landlord may, at its option, terminate this Lease by
notice  to Tenant effective immediately upon giving of such notice. This section
shall not apply if and so long as Tenant is a corporation the outstanding voting
stock  of  which  is  listed  on  a  recognized  security  exchange.

                                   ARTICLE IV
                               DEFAULTS BY TENANT
                               ------------------

     4.01  Events  of Default. This lease is made upon the condition that Tenant
shall  punctually  and  faithfully  perform all of the covenants, conditions and
agreements by it to be performed as in this Lease set forth. The following shall
each be deemed to be an event of default (each of which is sometimes referred to
herein  as  an  "Event  of  Default"):

                                        9
<PAGE>

     (i)  if Tenant shall fail to pay rent or any other charge or sum to be paid
by  Tenant  to Landlord when due in accordance with the terms of this Lease, and
such  default  shall  continue  for  a  period  of  three  (3)  days;

     (ii)  if  Tenant  shall  fail  to  open its business in the premises to the
public  within  fifteen  (15)  days  of  the  Lease  Commencement  Date;  or

     (iii)  if  Tenant  shall  fail  to  keep  or  perform or abode by any other
requirement, term, condition covenant or agreement of this Lease or of the Rules
and Regulations now in effect or hereafter adopted or of any notice given Tenant
by  Landlord pursuant to the terms of this Lease and such default shall continue
for  a  period  of  ten  (10)  days  after  notice to Tenant of such default; or

     (iv)  if  Tenant (or, if Tenant is a partnership, if any partner in Tenant)
or  any  guarantor  of this Lease shall file a petition in bankruptcy or take or
consent  to  any other action seeking any such judicial decree or shall file any
debtor  proceeding  or  a  petition  for  an  arrangement  or  for  corporate
reorganization  or shall make any assignment for the benefit of its creditors or
shall  admit  in writing its inability to pay its debts generally as they become
due  or  in  any  court  of competent jurisdiction shall enter a decree or order
adjudicating  it  bankrupt or insolvent or if any trustee or receiver for Tenant
or  for any substantial part of its property be appointed or if any person shall
file a petition for involuntary bankruptcy against Tenant and if its property be
appointed  or  if  any  person  shall file a petition for involuntary bankruptcy
against  Tenant  and such appointment or petition shall not be stayed or vacated
within  sixty (60) days of entry thereof or if Tenant's interest hereunder shall
pass  to  another  by  operation  of  law  in  any  other  manner;  or

     (v)  if  Tenant's interest in this Lease or the Premises shall be subjected
to  any attachment, levy or sale pursuant to any order or decree entered against
Tenant  in  any  legal  proceeding and such order or decree shall not be vacated
within  fifteen  (15)  days  of  entry  thereof;  or

     (vi)  if  Tenant  shall  vacate  or  abandon  the Premises or shall fail to
strictly  comply  with  its  agreement  in  Section  3.01  above.

     (vii)  If  Tenant  fails  to  timely  execute  and  deliver the instruments
referenced  in  Article  V.

     (viii)  If  Tenant  fails  to  timely  execute  and  deliver  the  Estoppel
Certificates  referenced  in  Article  VI.

     4.02  Remedies  Upon  Default.  Landlord may treat any Even of Default as a
breach  of  this  Lease. Landlord's failure to insist upon strict performance of
any covenant, term or condition of this Lease or to exercise any right or remedy
it  has  herein shall not be deemed a waiver or relinquishment for the future of
such  performance,  right  or remedy. In addition to any and all other rights or
remedies  of  Landlord  in  this Lease or by law or in equity provided, Landlord
shall  have  the  following  rights  and remedies if any Events of Default shall
occur.

     (i)  Landlord shall have the right to continue this Lease in full force and
effect,  and the right to enter the Premises without notice to vacate (any right
to  which  is  hereby waived by Tenant) and terminate Tenant's possession of the
Premises  (and  Tenant's  right  to  possess same) and relet the same, including
without  limitation  the  right  to  change any or all locks on the Premises and
remove  all  persons  and  all  property  therefrom,  by  any suitable action or
proceeding  at  law,  or  by  force  or  otherwise, all without being liable for
forcible  entry,  trespass  or  other  tort  and  without  being  liable for any
prosecution  therefrom  or  damages resulting therefrom.  Tenant shall be liable
immediately  to  Landlord  for  all  costs Landlord shall incur in reletting the
Premises  and  Tenant shall pay to Landlord all rent and other charges due under
this  Lease  on  the date that the same are due, less the rent Landlord receives
from  any  reletting.

     (ii) Landlord, with  or without terminating this Lease, may immediately, or
at  any  time  thereafter,  re-enter  the Premises and cure any Event of Default
and/or  correct  or  repair  any  condition  which shall constitute a failure on
Tenant's  part  to perform any obligation to be performed by it under this Lease
and  Tenant  shall  pay Landlord on demand any and all costs of expenses paid or
incurred  by  Landlord  in  making  any  such  cure,  correction  or  repair.

     (iii) No course  of dealing between Landlord and Tenant or any delay on the
part  of  Landlord  in  exercising any rights it may have under this Lease shall
operate  as  a  waiver  of any of the rights of Landlord hereunder nor shall any
waiver  of  a  prior  default  operate  as a waiver of any subsequent default or
defaults  and  no  express  waiver shall affect any condition, covenant, rule or
regulation other than the one specified in such waiver and that one only for the
time  and  in  the  manner  specifically  stated.

     (iv)  In  the  event of any re-entry of the Premises and/or changing of the
locks  on  the Premises and/or termination of this Lease by Landlord pursuant to
any of the provisions of this Lease, Tenant hereby waives all claims for damages
which  may  be  caused  by  such re-entry or changing of locks or termination by
Landlord, and Tenant shall save Landlord harmless from any loss, cost (including
legal  expenses  and reasonable attorneys'

                                       10
<PAGE>

fees)  or damages suffered by Landlord by reason of such re-entry or changing of
locks  or  termination  and no such re-entry or changing of locks or termination
shall  be  considered  or  construed  to  be  a  forcible  entry.

     4.03  Damages  Upon Termination. If Landlord elects to terminate this Lease
as  provided hereinabove, Landlord may recover from Tenant damages computed with
the  following  formula  in  addition  to  its  other  remedies:

     (i) the worth at the time of judgment of any unpaid rent (an any additional
sum)  which  has  been  earned  at  the  time  of  such  termination;  plus

     (ii)  the  worth  at the time of judgment of the amount by which the unpaid
rent  (and  any  additional  sum payable hereunder) which would have been earned
after  termination  until the time of judgment exceeds the amount of such rental
loss  Tenant  proves  could  have  been  reasonably  avoided;  plus

     (iii)  the  worth at the time of judgment of the amount by which the unpaid
rent  (any  additional  sum payable hereunder) for the balance of the Term after
the  time  of judgment exceeds the amount of such rental loss that Tenant proves
could  have  been  reasonably  avoided;  plus

     (iv)  any  other  amount  necessary  to  compensate  Landlord  for  all the
detriment  proximately  caused  by  Tenant's  failure to perform its obligations
under  this  lease  or which in the ordinary course of things would be likely to
result  therefrom  including,  without  limitation,  the  cost  of repairing the
Premises  and  reasonable  attorneys'  fees;  plus

     (v)  at  Landlord's election, such other amounts in addition to, or in lieu
of,  the  foregoing  as  may  be  permitted from time to time by applicable law.
Damage  shall  be  due and payable from the date of termination. As used in this
Section, the phrase "worth at the time of judgment" is computed by adding to the
past  rent  due  or  discounting from unpaid future rent interest at the rate of
eighteen  percent  (18%)  per  annum  (herein  called  the  "Default  Rate").

     4.04  Landlord's  Self-Help.  In addition to Landlord's rights of self-help
set  forth elsewhere in this Lease, if Tenant, at any time, fails to perform any
of  its  obligations  under  this  Lease  in a manner reasonably satisfactory to
Landlord,  Landlord  shall  have  the right, but not the obligation, upon giving
Tenant  at  least  three  (3) days prior written notice of its election to do so
(except  in  the  event  of an emergency, in which case no prior notice shall be
required) to perform such obligations on behalf of and for the account of Tenant
and  to  take  all  such  action  to  perform  such obligations . In such event,
Landlord's costs and expenses incurred with respect thereto shall be paid for by
Tenant  as  Additional  Rent  immediately  upon  demand  therefor, with interest
thereupon,  at  the  Default  Rate and including the date Landlord performs such
work.  The performance by Landlord of any such obligation shall not constitute a
release  of  waiver  of  Tenant  therefrom.

                                    ARTICLE V
                          SUBORDINATION AND ATTORNMENT
                          ----------------------------

     5.01 Subordination of lease. Tenant does hereby subordinate its right under
this Lease to any lease wherein Landlord is the lessee and to the lien of any or
all  mortgages or deeds of trust, regardless of whether such lease, mortgages or
deeds  of  trust now exist or may hereafter be created with regard to all or any
part  of the Shopping Center, and to any and all advances to be made thereunder,
and  to  the  interest thereon, and all modifications, consolidations, renewals,
replacements  and  extensions  thereof,  provided  the  lessor,  mortgagees,  or
trustees  shall agree to recognize this Lease in the event of termination of the
Lease or foreclosure under the mortgages or deeds of trust, if Tenant is not in
default  under  this  Lease.  Such  subordination shall be effective without the
execution  of  any  further  instrument.  Tenant  also  agrees  that any lessor,
mortgagee  or trustee may elect to have this Lease prior to any lease or lien of
its  mortgage  or  deed  of  trust,  and  in the event of such election and upon
notification by such lessor, mortgagee or trustee to Tenant to that effect, this
Lease  shall  be deemed prior lien to the said lease, mortgage or deed of trust,
whether  this Lease is dated prior to, or subsequent to, the date of said lease,
mortgage  or  deed  of  trust.

     5.02  Tenant's Attornment. In the event of sale or assignment of Landlord's
interest  in the Premises or in the event the Landlord mortgages the Premises or
Shopping Center or in the event of any proceeding brought for the foreclosure of
the  Shopping Center in the event of the exercise of the power of sale under any
mortgage  or  deed of trust covering the Premises or in the event of termination
of  any  lease  in  a sale-leaseback transaction wherein Landlord is the lessee,
Tenant  shall attorn to and recognize such purchaser or assignee or mortgagee as
Landlord  under  this  Lease.

     5.03  Instruments  to Carry Out Intent. Tenant Agrees that, upon request of
Landlord  or  any  such  lessor,  mortgagee or trustee, Tenant shall execute and
deliver  whatever instruments may be required for such purposes and to carry out
the  intent  of this Article. In the event Tenant fails to do so within five (5)
days

                                       11
<PAGE>

after  request  in  writing, Tenant does hereby make, constitute and irrevocably
appoint Landlord as its attorney-in-fact, coupled with an interest, in its name,
place  and  stead  to  sign and deliver such instruments as if the same had been
signed  and  delivered  by  Tenant.

                                   ARTICLE VI
                              ESTOPPEL CERTIFICATES
                              ---------------------

     6.01  Tenant's  Agreement to Deliver. From time to time and within five (5)
days  after request in writing therefor  from Landlord, Tenant agrees to execute
and  deliver  to  Landlord, or to such other addressee or addressees as Landlord
may  designate  (and  Landlord  and  any  such  addressee  may  rely thereon), a
statement  in writing in such form and substance as is satisfactory to Landlord,
certifying  to  all  information  as  is  requested  by  Landlord.

     6.02  Failure  of  Tenant  to  Provide.  In  the event that Tenant fails to
provide  an  estoppel  certificate as required in Section 6.01 above within five
(5)  days  after  Landlord's  written  request  therefor,  Tenant  does   hereby
irrevocably  appoint  Landlord  as  attorney-in-fact  of Tenant, coupled with an
interest,  in  Tenant's  name, place  and stead to sign and deliver the estoppel
certificate  as  if  the  same  had  been  signed  and  delivered  by  Tenant.

                                   ARTICLE VII
                                MECHANIC'S LIENS
                                ----------------

     7.01 No Liens Permitted. Tenant will not permit to be created, or to remain
undischarged,  any  lien, encumbrance or charge (arising out of any work done or
materials  or  supplies  furnished  by  a  contractor,  subcontractor, mechanic,
laborer  or materialmen or any mortgage, conditional sale, security agreement or
chattel mortgage, or otherwise by or for Tenant) which might be or become a lien
or  encumbrance or charge upon the Shopping Center or any portion thereof or the
income  therefrom.  Tenant will not suffer any other matter or thing whereby the
estate,  rights  and interests of Landlord in the Shopping Center or any portion
thereof  might  be  impaired.  If  any  lien  or notice of lien on account of an
alleged  debt  of Tenant or Tenant's contractor to work on the Premises shall be
filed  against  the Shopping Center or any portion thereof, Tenant shall, within
ten  (10)  days  after demand from Landlord, cause the same to be discharged for
record  by  payment,  deposit, bond, order of court of competent jurisdiction or
otherwise.  If  Tenant  shall  fail to cause such  lien or  notice of lien to be
discharged  within the period aforesaid, then, in addition to any other right or
remedy  Landlord  may,  but  shall  not  be obligated to, discharge such lien by
deposit  or  by  bonding  proceedings  and  in  any such event Landlord shall be
entitled,  if Landlord so elects, to compel the prosecution of an action for the
foreclosure  of such lien by the lienor and to pay the amount of the judgment in
favor  of  the  lienor  with  interest, costs and allowances. Any amount paid by
Landlord  and  all  costs  and  expenses, including attorney's fees, incurred by
Landlord  in  connection  therewith, shall constitute Additional Rent payable by
Tenant  under  this  Lease  and  shall  be  paid by Tenant to Landlord's demand.
Nothing  herein  contained  shall  obligate  Tenant to pay or discharge any lien
created  by  Landlord.

     7.02 Prompt Payment. Tenant shall pay promptly all persons furnishing labor
or materials with respect to any work performed by Tenant or Tenant's contractor
in  the Premises. No work which Landlord permits Tenant to do shall be deemed to
be for immediate use and benefit of Landlord so that no mechanic's or other lien
shall  be  allowed against the estate of Landlord by reason of any consent given
by  Landlord  to  Tenant  to  improve  the  Premises.

     7.03  Posting  of  Notices.  Landlord shall have the right to post and keep
posted  in  the Premises notices of non-responsibility, or such other notices as
Landlord  may deem to be proper for the protection of Landlord's interest in the
Premises.

                                  ARTICLE VIII
                                  COMMON AREAS
                                  ------------

     8.01  Use  of  Common Areas. As long as Tenant is not in default hereunder,
Tenant  shall  be  entitled  to  the  use,  in  accordance  with  the  Rules and
Regulations  contained  in  Exhibit  A  and in common with other tenants, of the
common  areas  of  the  Shopping Center, as same may be constituted from time to
time;  provided  that  the  Landlord  may amend Exhibit A and make or grant such
departure  therefrom  at  such  times and in such manner as Landlord in its sole
discretion may deem appropriate; and further provided that the use of the common
areas  by  Tenant  shall be subject to the terms and conditions contained herein
and to such other reasonable rules and regulations for the use thereof as may be
prescribed  by  Landlord  from  time  to  time.

     8.02 Alteration of Common Area. It is acknowledged and agreed that Landlord
may,  in  its  sole  discretion,  at  any time or from time to time, relocate or
rearrange  or alter or modify the common areas or any part thereof provided only
that  after any such change the common areas then available for Tenant's use and
enjoyment  shall be substantially equivalent to those so available prior to such
change.

                                       12
<PAGE>

     8.03  Employee  Parking.  Tenant  agrees  that  it  shall  cause all of its
employees,  agents  and contractors to utilize that portion of the parking areas
of  the  Shopping  Center designed by Landlord for employee parking from time to
time  and  shall  prohibit  such  persons from  using other parking areas of the
Shopping  Center.

                                   ARTICLE IX
                              LANDLORD OBLIGATIONS
                              --------------------

     9.01  Repairs by Landlord. Landlord agrees to keep in good order the common
areas of the Shopping Center (exclusive of the storefront of the Premises or any
plate  or  other  glass  in or about the Premises) provided that the cost of the
same  shall  be  included in common area costs and expenses. Except as otherwise
provided  in  this  Lease,  Landlord  gives  to  Tenant exclusive control of the
Premises  and shall be under no obligation to inspect or repair any part of said
Premises.  Tenant  shall  at  once  report  in writing to Landlord any defective
conditions  known to Tenant which Landlord is required to repair, and failure to
so report such defective condition shall make Tenant responsible to Landlord for
the  repair  of such defective condition and for any liability, cost  or expense
incurred by Landlord by reason of failure to so report such defective condition.
Landlord  shall  have  a  reasonable time after receipt of notice from Tenant to
commence  and  complete  repairs  required  of  Landlord  hereunder.

     9.02 Damage or Destruction. (a) In the event that before or during the term
of  this  Lease, the Premises or the Shopping Center shall be damaged by fire or
other  casualty  which  renders the Shopping Center, the Premises or any part of
the  Shopping  Center  or the Premises untenantable, Landlord within thirty (30)
days  of  such  fire  or casualty or of receipt of written notice from Tenant of
such  damage  (whichever  shall  last  occur) shall have the right to either (i)
serve  written  notice upon Tenant of Landlord's intent to repair said damage or
(ii) if said damage renders so much of either of the Premises or of the Shopping
Center  untenantable  that  repair  would  not  be  feasible  as  determined  in
Landlord's  sole discretion, or if said damage shall have been occasioned by the
act  or  omission  of  Tenant, its invitees, servants, agents or employee, serve
written  notice  upon Tenant that this Lease is terminated. If Landlord shall so
terminate  this  Lease,  such  termination  shall  be  effective  as of the date
therefor  set  forth  in Landlord's notice to Tenant. If Landlord shall elect to
repair  such  damage, such repairs shall be commenced within thirty (30) days of
notice to Tenant of such election and such repairs shall be completed within one
hundred eight (180) days of notice to Tenant of such election. During the period
of  repair, the Rent shall be reduced to an amount which bears the same ratio to
the  same as the portion of the Premises then available for the use bears to the
entire Premises. Upon completion of such repair, the Rent and such charges shall
thereafter  be  paid  as  if  no  fire  or  casualty  had  occurred.

     (b)The  other  provisions  of  this  Section 9.02 notwithstanding, Landlord
shall  have  no  obligation  to  replace  or repair any property in the Shopping
Center or on the Premises belonging to Tenant or to any one claiming  through or
under  Tenant  nor  shall  Landlord  have any obligation hereunder to replace or
repair  any  property  on  the  Premises  which Landlord shall have the right to
require  Tenant  to  remove  from  the  Premises  or any alteration, addition or
improvement  made  to  the  Premises  by,  for,  or  at the direction of Tenant.

     9.03  Condemnation.  In  the  event  the  whole or any part of the Shopping
Center  shall  be  taken  by eminent domain or in any manner for public use, the
Landlord  may, at its option, terminate this Lease and the estate hereby granted
by  giving  written notice of such termination to Tenant, and upon the giving of
such  written  notice  by  Landlord, the estate hereby granted and all rights of
Tenant hereunder shall expire as of the earlier of the date when title to or the
right to possession of the Shopping Center or a part thereof shall vest in or be
taken  by  public authority as aforesaid; and any rent or other charges paid for
any  period  beyond  said  date  shall  be repaid to Tenant. Tenant shall not be
entitled  to  any  part of any award or payment which may be paid to Landlord or
made  for Landlord's benefit in connection with such public use and Tenant shall
have  no claim or rights as against landlord for the value of any unexpired term
of  this  Lease.  Tenant  may,  however,  claim  and receive from the condemning
authority, if legally payable, compensation for Tenant's relocation costs and/or
business  interruption provided that the same shall not reduce amounts otherwise
payable to Landlord. It is agreed however, that the widening of streets abutting
the  land  shall  not  affect  this lease, provided that no part of the Shopping
Center  is  so  taken.

     9.04  Quiet Enjoyment and Transfer of Tenants. Tenant shall, subject to the
provisions  hereof and of Section 5.01 dealing with subordination, peaceably and
quietly  enjoy  the  Premises  during  the  term  hereof  without  hindrance  or
interruption  by  Landlord  so  long  as Tenant performs and observes all of the
terms, covenants and conditions to be performed and observed by Tenant hereunder
and  pays  all sums due from Tenant for rent, additional rent, costs, charges or
reimbursement  or for sums advanced by Landlord on Tenant's behalf in accordance
with  the  provisions  hereof; provided, however, Landlord shall have the right,
after having given Tenant thirty (30) days written notice of its intention to do
so,  to  transfer  and  remove  Tenant and all property in the Premises from the
Premises  to  any  other available premises in the shopping Center substantially
equal  in  size  and area. Landlord shall bear the expense of any renovations or
alterations  necessary to make the necessary to make the new space substantially
conform  in  layout  and  appointment  with  the  original  Premises.

                                       13
<PAGE>

                                    ARTICLE X
                              ADDITIONAL COVENANTS
                              --------------------

     10.01  Right  of Entry. Landlord shall have the right to enter and to grant
licenses  to  enter  and/or  pass  through the Premises at any time and for such
lengths  of  time  s Landlord shall deem reasonable (a) to inspect the Premises;
(b) to exhibit the Premises to prospective tenants or purchasers of the Shopping
Center;  (c)  to  make alterations or repairs to the Premises or to the Shopping
Center  (including  the  installation  and  repair  of  utility lines, including
sprinkler  lines,  which may pass through the premises to service other areas of
the  Shopping  Center  and to store necessary materials, tools and equipment for
such alterations or repairs; (9d) for any purpose which Landlord deems necessary
for the operation and maintenance of the Shopping Center and the general welfare
and  comfort  of its tenants; (9e) for the purpose of removing from the Premises
any  placards,  signs,  fixtures,  alteration or additions not permitted by this
Lease,  or  (9f)  to  abate  any  condition which constitutes a violation of any
requirement,  covenant or condition of this Lease or of the Rules and Regulation
or  of  any notice given Tenant by Landlord in accordance with the terms of this
Lease. No such entry by Landlord shall in any manner affect Tenant's obligations
and covenants under this Lease and no such entry shall of itself render Landlord
liable  for  any  loss  of,  or  damage  to,  the  property  of  Tenant.

     10.02  Surrender  of  Premises.  At the end of the Term or upon any earlier
termination  of  this  Lease  or  Tenant's right to possess the Premises, Tenant
shall  vacate  and  surrender possession of the Premises to Landlord broom clean
and  in good order and condition as the Premises were at the time Landlord shall
have  delivered  possession thereof to Tenant, ordinary wear and tear, damage by
fire  or  other casualty not caused by Tenant, its servants, agents or employees
and  (subject  to  the  provisions  of  Section 3.10 of this Lease) alterations,
additions  and  improvements to the Premises consented to in writing by Landlord
excepted.  Tenant  shall  have  no right (except as it may be obligated to do so
pursuant  to  Section  3.10  hereof)  to remove any betterments and improvements
whether made by Tenant or Landlord including, but not limited to, floor and wall
coverings,  lighting, cooling and ventilating, plumbing and other such fixtures,
partitions, alterations, improvement, systems and all such similar apparatus and
equipment.  If  not in default, Tenant shall, however, have the right at the end
of  the  term  hereof, to remove any furniture, trade fixtures or other personal
property  placed  in  the  Premises,  provided  that Tenant promptly repairs any
damage to the Premises caused by such removal and provided further that all such
removal  and/or  repairs are completed by the normal expiration date of the term

     10.03  Late Charges. In the event that Tenant fails to pay an sum due under
any  provisions  of  this  Lease (including, without limitation, rentals, costs,
charges,  additional  rentals  or  reimbursements)  when due as herein provided,
then,  such  sum  shall  bear  interest  at the highest legal rate not to exceed
eighteen  percent  (18%) per annum calculated from said due date. The payment of
such  interest  shall not excuse or cure any default by Tenant under this Lease.
Tenant  shall,  in  addition, pay a late charge of $50.00 for processing of late
payments;  it  being  understood  that a payment shall be considered late if not
received  by  Landlord when due in accordance with the terms of this Lease. Such
interest  and  late  charges  shall  be  considered  additional rental under the
provisions hereof, the non-payment of which shall be considered a default on the
part  of the Tenant and shall entitle Landlord to exercise all of its rights and
privileges  hereunder.

     10.04  All  Notices  in Writing. Any notice or demand or statement which by
any  provision of this Agreement is required or allowed to be given either party
to  the  other shall be in writing and shall be deemed to have been sufficiently
given  for  all  purposes  when  made by personal delivery or sent in the United
States  mail  as certified or registered mail, return receipt requested, postage
prepaid  and addressed (a) if to Tenant, to the Address of Tenant, and (b) if to
Landlord, to the Address of Landlord or to such other place as Landlord may from
time  to  time  designate  in  a notice to Tenant. Tenant hereby appoints as its
agent  for  service  or  process  in  all  dispossessory,  distraint and summary
ejectment  proceedings which may be brought against it by Landlord, any employee
of  Tenant  occupying  the  Premises:  provided that if no employee of Tenant is
occupying  the  Premises,  then  Tenant  agrees that such service may be made by
attachment  thereof  to  the  main  entrance  to  the  Premises.

                                   ARTICLE XI
                                  MISCELLANEOUS
                                  -------------

     11.01  Attorney's  Fees.  Tenant  shall  pay  reasonable attorney's fees of
Landlord  in  the  event Landlord is required to use the services of an attorney
for  the  enforcement against Tenant of any of the terms, covenants or provision
hereof.

     11.02 Time of Essence. Each of Tenant's covenants herein is a condition and
time  is  of  the  essence with respect to the performance of every provision of
this  Lease and the strict performance of each shall be a condition precedent to
Tenant's  rights  to  remain in possession of the Premises or to have this Lease
continue  in  effect.

                                       14
<PAGE>

     11.03  Holding  Over.  Should  Tenant,  with  or without Landlord's written
consent,  hold  over  after the termination of this Lease, Tenant shall become a
tenant  at  will and shall be bound by each and all of the terms herein provided
as  may  be  applicable to such tenancy at will. Any such holding over shall not
constitute  an  extension of this Lease by law or otherwise. During such holding
over,  Tenant  shall  pay  rent (including minimum rent, common area maintenance
costs  and  expenses,  tax  impositions,  insurance costs, promotional costs and
other charges hereunder), at that rate equal to two hundred fifty percent (250%)
of  the  rate  or  rates  then  applicable  under  the provisions of this Lease.

     11.04 Waiver. No waiver by Landlord of any provision of this Lease shall be
deemed  to  be  a  waiver  of any other provision hereof or of any subsequent or
continuing  breach  by  Tenant  of  the  same or any other provision. Landlord's
consent  to  or  approval  of  any  act  by Tenant shall not be deemed to render
unnecessary the obtaining of Landlord's consent to or approval of any subsequent
act.  No  agreement  to accept Tenant's surrender of the Premises shall be valid
unless  in writing and signed by Landlord. No employee of Landlord or Landlord's
agents  shall  have  any  power  to accept the keys to the Premises prior to the
termination  of  this  Lease,  and the delivery of the keys to any such employee
shall  not  operate  as a termination of the Lease or surrender of the Premises.

     11.05  Successors  and  Assigns. Except as otherwise provided in this Lese,
all  of the covenants, conditions, and provisions of this Lease shall be binding
upon, and shall inure to, the benefit of the parties hereto and their respective
heirs,  personal  representatives,  executors,  administrators,  successors  and
assigns,  when  permitted  hereunder; it is understood and agreed, however, that
the  term  "Landlord",  as used in this Lease means only the owner or the lessor
for  the  time  being of the Shopping Center of which the Premises are apart, so
that in the event of any sale or sales of said property or of any lease thereof,
the  Landlord named herein shall be and hereby is entirely freed and relieved of
all  covenants and obligations of Landlord hereunder accruing thereafter; and it
shall be deemed, without further agreement, that the purchaser or the lessor, as
the  case  may be, has assumed and agreed to carry out any and all covenants and
obligations of Landlord hereunder during the period such party has possession of
the  land  and  Shopping  Center.

     11.06  Headings,  Captions and References. The article and section captions
contained  in this Lease are for convenience only and do not in any way limit or
amplify  any term or provision hereof. The terms "Landlord" and "Tenant" as used
herein  shall  include  the  plural  as  well  as the singular, the neuter shall
include  the  masculine  and  feminine  genders  and,  if there be more than one
tenant,  the  obligations herein imposed upon Tenant shall be joint and several.

     11.07  Landlord  and Tenant Relationship. Nothing herein contained shall be
deemed  or  construed by the parties hereto, nor by any other 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, know
any  acts  of  the  parties  hereto,  shall be deemed to create any relationship
between  the  parties  hereto other than set forth in Section 11.08 hereinbelow.

     11.08  No  Estate  by  Tenant.  This Lease shall create the relationship of
Lessor  and  Lessee  between  Landlord  and  Tenant; no estate shall pass out of
Landlord,  and this Lease shall not be subject to levy and/or sale and shall not
be  assignable  by  Tenant  except  as  provided  in  Section  3.12  hereof.

     11.09  Delay  in  Delivery  of  Premises.  Notwithstanding  anything to the
contrary  contained in this Lease, Landlord shall not be liable in any manner to
Tenant  for  damages  or  any  other claim resulting from failure to deliver the
Premises  or  for  any delay in commencing or completing any work Landlord is to
perform  regarding  the  Premises or with respect to the Landlord's Building, or
any  other  part  or  all  of the Shopping Center, and Tenant takes the Premises
as-is unless the Landlord is required to perform Landlord's Work as specified in
Exhibit  "B",  and Tenant hereby waives all such liability; provided that in the
event  the Commencement Date shall not have occurred within six (6) months after
the  date  hereof,  then  this  Lease  shall  automatically become null and void
(except  that  Landlord  shall  return  to Tenant the Security Deposit) and both
parties  hereto  shall  be relieved of all obligations hereunder, in which event
each  party  shall,  at the other's request, execute an instrument in recordable
form  containing  a release or surrender of all right, title and interest in and
to  this  Lease.

     11.10  Entire  Agreement  and  No  Offer. This Lease constitutes the entire
agreement,  intent  and understanding between the parties hereto with respect to
the  subject  matter  hereof,  and  no  prior  or  contemporaneous  agreement or
understanding  with  regard  to  any  matter  shall be effective for any purpose
unless  reduced  in  writing  herein. No provision of this Lease (including this
specific provision) may be amended or added to except by an agreement in writing
signed  by  the  parties  hereto of their respective successors in interest. The
submission  of  this  Lease for examination or consideration by Tenant shall not
constitute  an  offer  to lease by Landlord nor a reservation of space, and this
Lease  shall  be  effective  only  upon  execution  and  delivery hereof by both
Landlord  and  Tenant.

                                       15
<PAGE>

     11.11  Representations. Tenant acknowledges that neither Landlord's agents,
employees  or contractors have made any representations or promises with respect
to  the  Premises,  the  Shopping  Center, or this Lease except as expressly set
forth  herein,  and  that  Tenant  shall have no claim, right or cause of action
based  on,  or  attributable to, any representation or promise allegedly made by
Landlord,  its agents, employees or contractors which is not expressly set forth
herein.

     11.12  Jurisdiction.  The  laws  of  the  State of Florida shall govern the
interpretation,  validity,  performance  and  enforcement  of this Lease and the
venue  for  any  action  involving  this  Lease  shall  be  Lee County, Florida.

     11.13  Landlord's  Liability.  Tenant  shall  look solely to the estate and
property  of  Landlord  in  the Shopping Center for the satisfaction of Tenant's
remedies  for  collection  of a judgment or other judicial process requiring the
payment  of  money by Landlord in the event of any default or breach by Landlord
of  any  terms,  covenants  and  conditions  of  this Lease to be observed an/or
performed  by Landlord, and no other property or assets of Landlord, its owners,
managers,  partners  or  agents  shall  be  subject  to levy, execution or other
enforcement  procedure  for  the  satisfaction  of  Tenant's  remedies.

     11.14  Execution by Agent. It is acknowledged and agreed that if this Lease
is  executed  by  an agent on behalf of Landlord, such agent is acting solely in
his  or  its  capacity  as  agent  for  Landlord; and neither such agent nor its
officers,  directors,  shareholders  or employees shall have any liability under
this  Lease for any act or omission on Landlord hereunder, and Tenant shall look
solely  to  Landlord  with  respect  to all covenants and agreements of Landlord
contained  in  this  Lease.

     11.15  Corporate Tenants. In the event Tenant is a corporation, the persons
executing  this  Lease  on  behalf  of  Tenant hereby covenant and warrant that:
Tenant  is  a duly constituted corporation qualified to do business in the State
of  Florida; all Tenant's franchises and corporate taxes have been paid to date;
all  future  forms,  reports,  fees  and  other document necessary for Tenant to
comply  with  applicable laws will be filed by Tenant when due; and such persons
are  duly  authorized  by  the governing body of such corporation to execute and
deliver  this  Lease  on  behalf  of  the  corporation.

     11.16  Accord and Satisfaction. No payment by Tenant or receipt by Landlord
of  a lesser amount than the Minimum Rent or any Additional Rent or other charge
stipulated  herein  shall  be deemed to be other than on account of the earliest
stipulated  Minimum Rent or Additional Rent or other Charge, as the case may be,
nor  shall  any endorsement or statement or any check or any letter accompanying
any such check or payment 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 amount due or pursue any other remedy provided for in this
Lease  or  available  at  law  or  in  equity.

     11.17  Recording.  This Lease shall not be recorded. Contemporaneously with
the  execution  of this Lease or at any time hereafter, at the request of either
party  herein, a Memorandum of Lease shall be executed by the parties hereto and
recorded, with the cost of preparation and recordation of the said Memorandum to
be  borne  by  the  party  requesting  the  said  Memorandum.

     11.18  Radon Gas. Radon is a naturally occurring radioactive gas that, when
it  has  accumulated  in a building in sufficient quantities, may present health
risks  to  persons  who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida. Additional
information  regarding  radon and radon testing may be obtained from your county
health  department.

     11.19  Hazardous  or  Toxic  Material.  The Tenant shall not handle, store,
transport  or  dispose of hazardous or toxic materials within the Premises or in
or  on  the  Shopping Center and its common areas without the written consent of
the  Landlord.  If  Tenant  does,  with  or  without the Landlord's knowledge or
written  consent,  handle  store,  transport  or  dispose  of hazardous or toxic
materials  within  the  Premises  or  in or on the Shopping Center or its common
areas then the Tenant must handle, store, transport or dispose of said hazardous
or  toxic  materials  in accordance with all applicable federal, state and local
rules  regulations,  ordinances  and statutes and the Landlord specifically does
not  in  this  sentence  waive  the  requirements  of  the  preceding  sentence.

                                       16
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly executed this Lease
Agreement  and  have  hereunto  set  their  seals  and/or adopted as their seals
respectively the word SEAL appearing beside their execution below; all as of the
Lease  Date  set  forth  in  the  Fundamental  Lease  Provisions.


WITNESSES                          TENANT:
                                   THE  FURST  GROUP,  INC.

     /s/                           /s/ Wayne C. Phipps    (Seal)  Date 10/30/98
-----------------                  ------------------------
                                   Wayne  C.  Phipps
     /s/                           Chief  Executive  Officer
-----------------


                                   LANDLORD:
                                   BRIDGE  PLAZA  PARTNERSHIP
                                   A  Florida  general  Partnership

                                   By:  It's  General  Partner:
      /s/                          BRIDGE  PLAZA  RATLIFF,  INC.,
-----------------                  A  Florida  Corporation


                                   BY: /s/ Robert Lee Ratliff III (Seal)  Date
      /s/                          ---------------------------           11/4/98
-----------------                  ROBERT  LEE  RATLIFF  III
                                   President


                                       17
<PAGE>


                                   EXHIBIT "A"
                                   -----------
                              RULES AND REGULATIONS
                              ---------------------

TENANT  SHALL:
-------------

A.     Keep  the  inside  and  outside of the Premises and all glass, doors, and
windows  of  the  Premises  clean.

B.     Keep  all  exterior  surfaces  of  the  Premises  clean.

C.     Replace promptly at Tenant's expense, with glass of like kind and quality
and  any  plate  glass  or  window  of  the Premises which may become cracked or
broken.

D.     Maintain  the  Premises  at  Tenant's  expense  in  a  clean, orderly and
sanitary  condition  free of offensive odors, insects, rodents, vermin and other
pests.

E.     Keep rubbish, garbage, trash and other refuse in proper containers in the
interior  of  the  Premises  and  cause same to be removed on a regular basis at
Tenant's  expense.  If  Tenant  is a restaurant or food service operator, Tenant
shall  as  required  by  Landlord  install  garbage  disposal  equipment  or  a
refrigerated  wet  garbage storage facility within the Premises and contract for
daily  removal  of  same.  In  the  event  Tenant  fails to pay for such service
Landlord shall have the right to make payments on Tenant's behalf in which event
Tenant  shall  pay  such  sums as are advanced by Landlord as additional rent to
Landlord  upon  demand.

F.     Comply  with  all  applicable  laws,  ordinances  and  regulations  of
governmental authorities or any agencies thereof, and further to comply with all
recommendations  of any public or private agency having authority over insurance
rates  with  respect  to  the  use  or  occupancy  of  the  Premises by Tenants.

G.     Keep  all  mechanical  apparatus free of vibration and noise which may be
transmitted  beyond  the  Premises.

H.     Conduct  its  business  in  a  dignified  manner  in accordance with high
standards  of  operation  so as to assure the transaction of a maximum volume of
business  in  and  at  the  Premises.

I.     Schedule all deliveries to the Premises or the Shopping Center in advance
to  minimize  interference with business operation during normal business hours.

<PAGE>

TENANT  SHALL  NOT:
------------------

A.     Place or maintain merchandise or other articles in any vestibule or entry
of  the premises, on the footwalks adjacent hereto, or elsewhere in the exterior
or  common  areas  of  the  Shopping  Center.

B.     Use  or  permit  the  use  of  any  apparatus  for  sound reproduction or
transmission  including,  but  not limited to, loudspeakers, phonographs, public
address  systems,  sound amplifiers and radios or any musical instruments in any
manner  that  sounds  so  produced  are audible or visible outside the Premises.

C.     Permit  undue  accumulation  of  garbage,  trash, rubbish or other refuse
within  or  without  the  Premises.

D.     Cause  or  permit  objectionable  odors  or  food  odors to emanate or be
dispelled  from  the  Premises.

E.     Solicit  business  in  the  parking  area  or  other  common areas of the
Shopping  Center.

F.     Distribute  handbills or other advertising matter to any persons or in or
upon  any  automobiles  in the parking areas or in any other common areas of the
Shopping  Center.

G.     Permit  the  parking  or standing of  delivery vehicles to interfere with
the  use  of  any driveway walk, parking area, mall or other common areas of the
Shopping  Center.

H.     Cause  or  permit  the  loading  or unloading of merchandise, supplies or
other  property  outside the area designated therefor  by Landlord as a "Loading
Area"  or  permit  the  parking or standing outside of any such area by delivery
vehicles  or  other  vehicles  or  equipment  engaged  in  loading or unloading.


                                   EXHIBIT "B"
                                   -----------
                           ADDITIONAL LEASE PROVISIONS
                           ---------------------------

     1.  Option  to Renew. The LEASE shall include a renewal option of three (3)
years:

     RENEWAL  OPTION:

     The exercise of the RENEWAL OPTION shall extend the term of the LEASE for a
three  year  period  (from  February 1, 2002, through January 31, 2005) upon the
condition  that there is no default in the performance of any terms of the LEASE
by the Tenant at the time of notice of the election to extend is given by TENANT
or  at the commencement of such RENEWAL OPTION extended term. The RENEWAL OPTION
shall  terminate  if  the  TENANT  materially defaults in the performance of any
terms  of  the  Lease  during  the  initial  Term  of  the  LEASE.

     TENANT  shall  give  LANDLORD  a  minimum  of  one hundred fifty (150) days
written  notice  prior  to the expiration of the initial Term of the LEASE as to
TENANT'S  intention to exercise the three (3) year RENEWAL OPTION, failing which
the  RENEWAL  OPTION  to  extend  shall  expire.

     The  rent during the Option Period shall be a sum of $102,767.00 per year -
$8,565.00  per  month.


2.     Construction  of  Premises

     A.  Landlord's  Work.  Landlord  shall  perform  the work referenced in the
drawings prepared by Associates in Architecture and Planning, Inc.which has been
initialed  by  the  Landlord  and  the  Tenant  and  dated  October  10,  1998.

<PAGE>

     B.  Tenant's  Work. Tenant shall perform all other work required to operate
the Tenant's business on the Premises excluding the work described as Landlord's
Work  in  the  previous  paragraph.


                                         THE  FURST  GROUP,  INC.

                                         BY: /s/ Wayne C. Phipps
                                             -------------------------
                                         WAYNE  C.  PHIPPS
                                         Chief  Executive  Officer


                                         BRIDGE  PLAZA  PARTNERSHIP,
                                         A  Florida  general  partnership

                                         BY:  It's  General  Partner:
                                         BRIDGE  PLAZA  RATLIFF,  INC.,
                                         a  Florida  Corporation


                                         BY: /s/ Robert Lee Ratliff III
                                             -------------------------
                                         ROBERT  LEE  RATLIFF  III
                                         President

<PAGE>

                   RESOLUTION  OF  THE  BOARD  OF  DIRECTORS
                   -----------------------------------------

     I, SUZANNE M. BRINN, do hereby certify that I am the duly elected Secretary
of  THE  FURST  GROUP,  INC.,  "Corporation",  that  the following is a true and
correct  copy  of  a  resolution  adopted  by  the  Board  of  Directors  of the
Corporation  at a meeting of said Board of Directors held in accordance with the
By-Laws  of  the  Corporation  on  the  18th  day of October 1998, and that said
resolution  is  now  in  full  force  and  effect:


     RESOLVED:  That the Chief Executive Officer, President, Vice President, the
Secretary,  and/or  the  Treasurer  of  the  Corporation be, and they hereby are
authorized  and  direct  to  negotiate,  execute  and  deliver  on behalf of the
Corporation  a lease agreement with BRIDGE PLAZA PARTNERSHIP (Landlord), whereby
the  Corporation  will lease certain business premises 12901 McGregor Boulevard,
Unit  1A, Fort Myers, Florida, on terms and conditions which shall be determined
by  said  officers to be advisable and in the best interests of the Corporation,
and  the conclusive evidence of their approval thereof shall be a lease executed
and  delivered  by  said  officer.

     IN  WITNESS WHEREOF, I have affixed my name as Secretary of the Corporation
this,  the  30th  day  of  October,  1998.


                              /s/ Suzanne M. Brinn
                              -------------------------------
                              SUZANNE  M.  BRINN,  SECRETARY


(Corporate Seal)