EXHIBIT 10.6

                               OPERATING AGREEMENT
                                     BETWEEN
                             TROPICAL REPUBLIC, INC.
                                       AND
                              WINDSOR CAPITAL CORP

                            DATED: SEPTEMBER 16, 1998

         Tropical Republic, Inc., a Florida Corporation controlled by James
Joiner as trustee ("Buyer"), James Joiner ("Guarantor"), and Windsor Capital
Corp. ("Seller"), a Delaware Corporation have entered into an agreement (the
"Sale Agreement") for the sale and purchase of the Seller's operating division
known as "Simply Cigars" (the "Division"). Specifically, the following locations
are to be sold on or before October 15, 1998 (the "Closing Date"), pursuant to
the Sale Agreement, and pursuant to this Agreement, Buyer will assume
responsibility for operations of the locations as indicated:

                      LOCATION                             OPERATIONS ASSUMPTION
                      --------
                                                                   DATE
                                                                   ----

1.   Crystal Mall - Waterford, Connecticut                 September 16, 1998
2.   Stratford Square Mall - Bloomingdale, Illinois        September 23, 1998
3.   Woodfield Mall - Schaumberg, Illinois                 September 24, 1998
4.   Montgomery Mall - Bethesda, Maryland                  September 18, 1998
5.   Cambridgeside Galleria - Cambridge, Mass.             September 17, 1998
6.   Northshore Mall - Peabody, Mass.                      September 17, 1998
7.   Tuttle Crossing Mall - Dublin, Ohio                   September 25, 1998
8.   Emerald Square Mall - Attleborough, Mass.             September 16, 1998
9.   Annapolis Mall - Annapolis, Maryland                  September 18, 1998











<PAGE>



A.       The Buyer will assume all responsibility and liability for the
         following during the period from the operations assumption date at each
         location until the closing date, the ("Operating Period").

         1.       Hiring, training and payment of salaries and related expenses
                  of all operating personnel.

         2.       Payment of all rent due to landlords from the date of the
                  assumption of operations at each individual location.

         3.       Supplying of all inventory and merchandise for sale at each
                  location.

         4.       Payment of all taxes collected and or due to all
                  appropriate taxing authorities in each location. Copies of
                  each report and proof of payment will be simultaneously
                  provided to the Seller. At the Seller's option, Seller may
                  prepare the reports and submit them as due.

         5.       Payment of all other operating expenses of the Division.

B.       The Buyer shall retain as compensation the proceeds of all sales during
         the Operating Period.

C.       The Buyer and Seller shall proceed as expeditiously as possible to the
         consummation of the purchase and sale pursuant to the Sale Agreement
         which provides for customary terms and provisions and a price of
         $260,000, of which $44,000 shall be paid in cash, with a $130,000
         credit against the purchase price being allowed by the Seller for the
         Buyer's assumption of the Seller's lease liabilities at the specified
         locations. The balance of the purchase price shall be paid pursuant to
         a $86,000, 8% promissory note providing for payment of $43,000 plus
         interest on March 31, 2000. The Buyer shall place a $10,000 deposit
         against the purchase price, which shall be credited to Buyer at
         the closing or, if the closing fails to occur for any reason other than
         a breach of contract by the Seller, then the Seller shall retain the
         deposit. In the event of such a breach it will be returned to the
         Buyer.

D.       This Operating Agreement is being entered into by the Buyer to induce
         the Seller to enter into the Sale Agreement. The Seller is entering
         into this Agreement to induce the Buyer into the assumption of all
         operating expenses of the listed locations.

E.       The Buyer agrees to operate in accordance with applicable legal
         requirements (including but not limited to lease provisions) at the
         individual locations and to indemnify and hold harmless the Seller from
         and against any liability, loss, claim or obligation (including, but
         not limited to reasonable attorney fees and expenses incurred during
         the Operating Period).

F.       The Seller agrees to assist the Buyer, at the Buyer's expense, in the
         qualification of the Buyer's company(ies) at each location.

G.       This agreement shall terminate upon the earlier of (i) closing of the
         contemplated purchase and sale of the Division (the "Sale"), in which
         case the Buyer shall own the Division or (ii) termination of the Sale
         Agreement, in which case Buyer shall immediately return to Seller

                                       -2-


<PAGE>


         possession and control of the Division locations and assets; provided,
         however, that termination of this Agreement shall not affect the
         parties' obligations and liabilities accrued or based on events
         occurring prior to such termination.

H.       Guarantor hereby irrevocably and unconditionally personally guarantees
         payment and performance by Buyer of all of its obligations hereunder.

I.       In the event of litigation arising under this Agreement, the prevailing
         party shall be entitled to recover from the nonprevailing party its
         reasonable attorneys fees and expenses incurred in connection with such
         litigation at all levels, including before the filing of suit.

GUARANTOR

  /S/ JAMES JOINER                           DATE     9/15/98
  ----------------

SELLER

  /S/ EUGENE TERRY                          DATE      9/15/98                   
 -----------------

BUYER

  /S/ JAMES JOINER                          DATE       9/15/98                  
  ----------------


                                       -3-