LEASE AGREEMENT


                                     between


                         NL VENTURES IV CENTURION, L.P.

                                   as Landlord


                                       and


                                SUPERSTOCK, INC.

                                    as Tenant


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                    ARTICLE I

Section 1.01    Lease of Premises; Title and Condition.........................1
Section 1.02    Use............................................................2
Section 1.03    Term...........................................................2
Section 1.04    Options To Extend the Term.....................................2
Section 1.05    Rent...........................................................3

                                   ARTICLE II

Section 2.01    Maintenance and Repair.........................................3
Section 2.02    Alterations, Replacements and Additions........................4

                                   ARTICLE III

Section 3.01    Severable Property; Waiver of Statutory Landlord's Lien........5
Section 3.02    Removal........................................................5

                                   ARTICLE IV

Section 4.01    Tenant's Assignment and Subletting.............................6
Section 4.02    Assignment/Subletting Exceptions...............................6
Section 4.03    Transfer or Pledge by Landlord.................................8

                                    ARTICLE V

Section 5.01    Net Lease......................................................8
Section 5.02    Taxes and Assessments; Compliance With Law.....................9
Section 5.03    Liens.........................................................10
Section 5.04    Indemnification...............................................11
Section 5.05    Permitted Contests............................................13
Section 5.06    Environmental Compliance......................................14

                                   ARTICLE VI

Section 6.01    Procedure Upon Purchase.......................................16


                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)
                                                                            PAGE

Section 6.02    Condemnation and Casualty.....................................17
Section 6.03    Insurance.....................................................19

                                   ARTICLE VII

Section 7.01    Conditional Limitations; Default Provisions...................21
Section 7.02    Bankruptcy or Insolvency......................................25
Section 7.03    Additional Rights of Landlord.................................25

                                  ARTICLE VIII

Section 8.01    Notices and Other Instruments.................................26
Section 8.02    Estoppel Certificates; Financial Information..................27

                                   ARTICLE IX

Section 9.01    No Merger.....................................................29
Section 9.02    Surrender.....................................................29
Section 9.03    Separability; Binding Effect; Governing Law...................29
Section 9.04    Table of Contents and Headings; Internal References...........29
Section 9.05    Counterparts..................................................29
Section 9.06    Landlord's Liability..........................................30
Section 9.07    Amendments and Modifications..................................30
Section 9.08    Additional Rent...............................................30
Section 9.09    Consent of Landlord...........................................30
Section 9.10    Quiet Enjoyment...............................................30
Section 9.11    Holding Over..................................................30
Section 9.12    Financing.....................................................31
Section 9.13    Subordination, Non-Disturbance and Attornment.................31
Section 9.14    Disclaimer of Purchase Rights.................................31
Section 9.15    Security Deposit..............................................31
Section 9.16    Guaranty......................................................32
Section 9.17    Tenant's Financial Covenants and Release of Security Deposit..32


                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)
                                                                            PAGE

Section 9.18    Fair Market Value.............................................32
Section 9.19    Short Form Memorandum of Lease................................34
Section 9.20    Limitation on Damages.........................................34
Section 9.21    Right of First Offer..........................................34
Section 9.22    Radon Gas Disclosure..........................................34
Section 9.23    Landlord's Entry onto Premises................................34



                                     -iii-
<PAGE>

                                 LEASE AGREEMENT

           THIS LEASE  AGREEMENT  (this  "Lease")  dated as of June 30, 2004, is
made and entered into between NL VENTURES IV  CENTURION,  L.P., a Texas  limited
partnership   ("Landlord"),   and  SUPERSTOCK,   INC.,  a  Florida   corporation
("Tenant").

                                   ARTICLE I

           SECTION  1.01.  LEASE OF  PREMISES;  TITLE  AND  CONDITION.  Upon and
subject to the terms and conditions herein specified,  Landlord hereby leases to
Tenant,  and Tenant hereby leases from Landlord,  the premises (the  "Premises")
consisting of:

               (a) that parcel of land more particularly  described in Exhibit A
attached  hereto and made a part hereof for all  purposes,  having an address at
7660 Centurion Parkway,  Jacksonville,  Florida, together with all of Landlord's
right,  title and  interest,  if any,  in and to all  easements,  rights-of-way,
appurtenances and other rights and benefits  associated with such parcel of land
and to all public or private streets,  roads, avenues,  alleys or passways, open
or proposed, on or abutting such parcel of land (collectively, the "Land"); and

               (b)  all  of the  buildings,  structures,  fixtures,  facilities,
installations  and  other  improvements  of every  kind and  description  now or
hereafter  in, on, over and under the Land and all  plumbing,  gas,  electrical,
ventilating,  lighting and other utility systems,  ducts, hot water heaters, oil
burners,   domestic  water  systems,   elevators,   escalators,   canopies,  air
conditioning  systems and all other building systems and fixtures attached to or
comprising  a part of the  buildings,  including,  but not limited to, all other
building systems and fixtures  necessary to the operation of the buildings,  but
excluding  all  personal  property  now or  hereafter  belonging  to Tenant  and
Severable  Property  (as  defined in Section  3.01  hereof)  (collectively,  the
"Improvements").

           The Premises are leased to Tenant in their present  condition without
representation  or  warranty by Landlord  and  subject to all  applicable  Legal
Requirements  (as defined in Section  5.02(b)) now or hereafter in effect and to
Permitted  Exceptions listed in Exhibit B attached hereto and made a part hereof
for all purposes. Tenant has examined the Premises and title to the Premises and
has found all of the same  satisfactory  for all purposes.  LANDLORD  LEASES AND
WILL  LEASE  AND  TENANT  TAKES  AND  WILL  TAKE  THE  PREMISES  AS  IS.  TENANT
ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER
CAPACITY) HAS NOT MADE NOR SHALL  LANDLORD BE DEEMED TO HAVE MADE,  ANY WARRANTY
OR  REPRESENTATION,  EXPRESS OR IMPLIED,  WITH  RESPECT TO ANY OF THE  PREMISES,
INCLUDING  ANY  WARRANTY  OR  REPRESENTATION  AS TO (i) ITS  FITNESS,  DESIGN OR
CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR
WORKMANSHIP THEREIN,  (iii) THE EXISTENCE OF ANY DEFECT,  LATENT OR PATENT, (iv)
LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS,  (vii)
LOCATION,  (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY,  (xi) QUALITY, (xii)
DESCRIPTION,  (xiii)  DURABILITY,  (xiv)  OPERATION,  (xv) THE  EXISTENCE OF ANY
HAZARDOUS  SUBSTANCE,   HAZARDOUS  CONDITION  OR  HAZARDOUS  ACTIVITY  OR  (xvi)

<PAGE>

COMPLIANCE OF THE PREMISES WITH ANY LAW; AND ALL RISKS  INCIDENT  THERETO ARE TO
BE BORNE BY TENANT.  TENANT  ACKNOWLEDGES  THAT THE PREMISES IS OF ITS SELECTION
AND TO ITS SPECIFICATIONS AND THAT THE PREMISES HAS BEEN INSPECTED BY TENANT AND
IS  SATISFACTORY  TO IT. IN THE EVENT OF ANY DEFECT OR  DEFICIENCY IN ANY OF THE
PREMISES OF ANY NATURE,  WHETHER  LATENT OR PATENT,  LANDLORD SHALL NOT HAVE ANY
RESPONSIBILITY  OR  LIABILITY  WITH  RESPECT  THERETO OR FOR ANY  INCIDENTAL  OR
CONSEQUENTIAL  DAMAGES  (INCLUDING  STRICT LIABILITY IN TORT). The provisions of
this paragraph have been negotiated and are intended to be a complete  exclusion
and negation of any warranty by  Landlord,  express or implied,  with respect to
any of the  Premises,  arising  pursuant to the Uniform  Commercial  Code or any
other law now or hereafter in effect or arising otherwise.

           SECTION 1.02. USE.  Tenant may use the Premises for general  business
office  purposes and uses  ancillary  thereto and for any other  lawful  purpose
allowed under current zoning  requirements  and for no other purpose without the
prior written  consent of Landlord.  Tenant shall not knowingly use or occupy or
permit any of the  Premises to be used or occupied,  nor  knowingly do or permit
anything to be done in or on any of the  Premises,  in a manner  which would (i)
make void or voidable or cause any insurer to cancel any  insurance  required by
this Lease,  or make it impossible to obtain any such insurance at  commercially
reasonable rates, (ii) make void or voidable,  cancel or cause to be canceled or
release  any  warranty,  guaranty  or  indemnity  running to the  benefit of the
Premises  or  the  Landlord,  (iii)  cause  structural  injury  to  any  of  the
Improvements, or (iv) constitute a public or private nuisance or waste.

           SECTION 1.03.  TERM. This Lease shall be for an Interim Term, if any,
beginning  as of the date  hereof and ending at  midnight on the last day of the
month  including  the date  hereof  and a  Primary  Term of  twenty  (20)  years
beginning  on July 1, 2004,  and ending at midnight on June 30,  2024.  The time
period  during  which this Lease  shall  actually  be in effect,  including  the
Interim  Term,  the Primary  Term and any  Extended  Term (as defined in Section
1.04) for which  the  right to  extend is  exercised,  as any of the same may be
terminated  prior to  their  scheduled  expiration  pursuant  to the  provisions
hereof, is sometimes referred to herein as the "Term" or "Lease Term."

           SECTION 1.04.  OPTIONS TO EXTEND THE TERM. Unless an Event of Default
(as defined  herein) has  occurred and is  continuing  at the time any option is
exercised,  Tenant  shall have the right and option to extend the Lease Term for
two (2) additional  periods of five (5) years each,  each commencing at midnight
on the day on which the then  existing  term of this Lease expires (an "Extended
Term"),  unless  this  Lease  shall  expire  or be  terminated  pursuant  to any
provision hereof.  Tenant shall exercise its option to extend the Lease Term for
each of the Extended Terms by giving written notice of intent to Landlord at any
time not more than 36 or less than 24 months prior to the expiration of the then
existing  Term or Extended  Term.  Upon the  request of Landlord or Tenant,  the
parties  hereto  will,  at the  expense  of  Tenant,  execute  and  exchange  an
instrument in  recordable  form setting forth the extension of the Lease Term in
accordance  with this Section 1.04. If Tenant timely and properly  exercises the


                                       2
<PAGE>

foregoing option(s),  the Basic Rent due shall be set forth in Exhibit C and all
other terms and conditions of this Lease shall be applicable.

           SECTION 1.05. RENT.

               (a) During the Term, Tenant shall pay to Landlord the amounts set
forth in Exhibit C as monthly basic rent for the Premises ("Basic Rent"). Tenant
shall pay Basic Rent to Landlord (or to Landlord's  Mortgagee,  upon  Landlord's
request) by wire transfer, in immediately available funds, as follows:

             Bank: Mellon Bank Pittsburgh, PA

             ABA Routing #: 043 000 261

             Account Number: 101-1730

             Account Name: Merrill Lynch

             For further credit to: Account No. 586-07125, Account Name: NL
             Ventures IV Centurion, L.P.

             Merrill Lynch contact: Susan West @ 972-980-8675,

or at such other  address or to such other person as Landlord  from time to time
may designate and in such proportions as Landlord may designate. In no event may
there be more than  three (3)  designees  at any one time.  Landlord  shall give
Tenant not less than 15 days' prior written  notice of any change in the address
to which such  payments are to be made.  If the party  entitled to receive Basic
Rent or such party's  address shall change,  Tenant may, until receipt of notice
of such  change  from the party  entitled  to  receive  Basic  Rent  immediately
preceding such change,  continue to pay Basic Rent and additional charges to the
party to which, and in the manner in which,  the preceding  installment of Basic
Rent or additional  charges,  as the case may be, was paid. All  installments of
Basic Rent shall be paid in advance on the first day of each  month,  except for
any Basic Rent due for the rental of the Premises  during the Interim Term which
shall be payable in advance  on or before the date  hereof.  Any rental  payment
made in respect of a period  which is less than one month  shall be  prorated by
multiplying  the then  applicable  monthly rental by a fraction the numerator of
which is the number of days in such  month  with  respect to which rent is being
paid and the  denominator  of which is the total  number of days in such  month.
Tenant shall perform all its  obligations  under this Lease at its sole cost and
expense, and shall pay all Basic Rent, and recurring additional charges when due
and payable, without notice or demand.

                                   ARTICLE II

           SECTION 2.01. MAINTENANCE AND REPAIR.

               (a) Tenant  acknowledges that it has received the Premises in the
condition disclosed in the Property Condition Assessment of SuperStock Building,
prepared by Aaron & Wright  Technical  Services  Incorporated  and dated May 12,
2004.  Tenant,  at its own expense,  agrees to repair,  replace or install a new


                                       3
<PAGE>

roof (but not, unless  necessary,  the structural  elements  thereof) during the
Term in compliance with the terms of Section 2.02 hereof such that the repaired,
replaced  or new roof  shall  have a  transferable  warranty  customary  for the
industry  with a minimum  duration  of twenty  (20)  years.  Tenant,  at its own
expense and subject to Casualty, Condemnation and reasonable wear and tear, will
maintain  all  parts of the  Premises  in good  order,  repair,  appearance  and
condition  and  will  take  all  action  and  will  make  all   structural   and
nonstructural,  foreseen and unforeseen and ordinary and  extraordinary  changes
and  repairs  which may be  required  to keep all parts of the  Premises in good
order,  repair,  appearance  and condition  (including,  but not limited to, all
painting, glass, utilities, conduits, fixtures and equipment,  foundation, roof,
exterior  walls,  heating  and  air  conditioning  systems,   wiring,  plumbing,
sprinkler systems and other utilities, and all paving, sidewalks, roads, parking
areas, curbs and gutters and fences). Landlord, its contractors, subcontractors,
servants,  employees and agents, shall have the right to enter upon the Premises
to inspect  same to ensure  that all parts of the  Premises  are  maintained  as
required by this Lease,  and Tenant  shall not be entitled to any  abatement  or
reduction in rent by reason thereof. Landlord shall not be required to maintain,
repair or rebuild all or any part of the  Premises,  and Tenant waives the right
to  require  Landlord  to  maintain,  repair or  rebuild  all or any part of the
Premises  or make  repairs at the  expense  of  Landlord  pursuant  to any Legal
Requirement,  agreement,  contract,  covenant,  condition or restrictions at any
time.

(b) If all or any part of the  Improvements  shall  encroach  upon any property,
street or right-of-way  adjoining or adjacent to the Premises,  or shall violate
the  agreements  or conditions  affecting  the Premises or any part thereof,  or
shall  hinder,  obstruct  or impair any  easement or  right-of-way  to which the
Premises are subject,  then,  promptly after written request of Landlord (unless
such encroachment, violation, hindrance, obstruction or impairment is immaterial
or a Permitted  Exception) or of any person so affected,  Tenant  shall,  at its
expense,  either (i) obtain valid and effective  waivers or  settlements  of all
claims, liabilities and damages resulting therefrom or (ii) if Landlord consents
thereto  (to the extent  such  consent is  required  by this  Lease),  make such
changes,  including  alteration or removal,  to the  Improvements  and take such
other action as shall be necessary  to remove or eliminate  such  encroachments,
violations, hindrances, obstructions or impairments. To the extent any easements
are, in Landlord's good faith judgment, necessary for Tenant's use and occupancy
of the Premises as contemplated by this Lease,  upon Tenant's  written  request,
Landlord  will  execute  such  easements  and  cause  Landlord's   Mortgagee  to
subordinate thereto.

           SECTION 2.02. ALTERATIONS, REPLACEMENTS AND ADDITIONS.

               (a) Tenant may, at its expense, make additions to and alterations
of the Improvements, and construct additional Improvements, provided that:

                  (i) the fair market value, the utility,  the square footage or
the useful life of the Premises shall not be lessened thereby,

                  (ii) such work shall be expeditiously  completed in a good and
workmanlike  manner and in compliance with all applicable Legal Requirements and
the requirements of all insurance  policies  required to be maintained by Tenant
hereunder,


                                       4
<PAGE>

                  (iii) if the anticipated cost of any structural  alteration is
more than $50,000,  Tenant shall have obtained Landlord's  consent,  which shall
not be unreasonably withheld, conditioned or delayed,

                  (iv) if the anticipated cost of any structural  alterations is
more than $250,000,  and Landlord  consents  thereto,  then Tenant shall furnish
Landlord  with such surety  bonds or other  security  reasonably  acceptable  to
Landlord  (but  in no  event  greater  than  the  cost of  such  alterations  or
demolitions),

                  (v) structural  alterations  costing less than $50,000 and any
cosmetic,   interior  or  nonstructural  alterations  (including  demolition  or
construction  of  interior  demising  walls  that  are  non-structural  and  non
load-bearing) shall not require consent from Landlord, and

                  (vi) no Event of Default exists.

               (b)  All  additions  and  alterations  of the  Premises,  without
consideration by Landlord, shall be and remain part of the Premises (not subject
to removal upon  termination)  and the property of Landlord and shall be subject
to this Lease,  but this provision shall not be applicable to Tenant's  moveable
personal  property or trade fixtures.  To the extent that Landlord shall fail to
respond to any  request  for consent by Tenant  pursuant  to this  Section  2.02
within 15 days after receipt of such request,  Tenant may make a second  request
for  consent.  If such  second  request  states on its face that the  consent of
Landlord  will be deemed given if not  responded to within 15 days after receipt
of such second  request,  Landlord's  consent will be deemed given 15 days after
Landlord receives such second request.  Landlord shall reasonably cooperate with
Tenant's alteration projects,  including execution of necessary  applications as
landowner so long as such acts do not increase Landlord's liability.

                                  ARTICLE III

           SECTION  3.01.  SEVERABLE  PROPERTY;  WAIVER OF STATUTORY  LANDLORD'S
LIEN. Tenant may, at its expense, install, assemble or place on the Premises and
remove and substitute any items of machinery, equipment, furniture,  furnishings
or other  personal  property  used or  useful  in  Tenant's  business  and trade
fixtures  including those described in Exhibit D attached hereto and made a part
hereof for all purposes (collectively,  the "Severable Property"),  and title to
same shall remain in Tenant.  Upon the written request of Tenant,  Landlord will
confirm in writing that is does not own or claim any  interest in the  Severable
Property or Landlord will execute reasonable waiver or subordination  agreements
with  Tenant's  lenders in a form  reasonably  agreeable to  Landlord.  Landlord
hereby waives any rights it may have for liens on the Severable  Property  under
Section 83.08 of the Florida Statutes (2003).

           SECTION 3.02.  REMOVAL.  Tenant may remove the Severable  Property at
any time during the Lease Term. Any of Tenant's  Severable  Property not removed
by  Tenant  prior to the  expiration  of the Lease or 30 days  after an  earlier
termination  shall be  considered  abandoned by Tenant and may be  appropriated,
sold,  destroyed  or otherwise  disposed of by Landlord  without  obligation  to
account  therefor.  Tenant will repair at its expense all damage to the Premises
necessarily  caused by the  removal  of  Tenant's  Severable  Property,  whether
effected by Tenant or by Landlord.  This Article III will also apply  equally to
any approved or permitted sublessee hereunder.


                                       5
<PAGE>

                                   ARTICLE IV

           SECTION 4.01. TENANT'S ASSIGNMENT AND SUBLETTING. Tenant may, for its
own  account,  assign  this  Lease or  sublet  the use of all or any part of the
Premises for the Interim  Term,  the Primary Term, or any Extended Term (if such
extension is properly exercised  hereunder) of this Lease so long as no Event of
Default  shall exist  hereunder at the time of such  assignment  or sublease and
Tenant shall have obtained  Landlord's  prior written consent to such assignment
or  sublease.  Landlord's  determination  as to whether or not to consent to any
proposed  assignment  or  sublease  will  be  made  in  Landlord's  commercially
reasonable  discretion taking into account,  among other factors, the following:
(i) the business reputation and  credit-worthiness  of the proposed subtenant or
assignee,  (ii) the intended  use of the  Premises by the proposed  subtenant or
assignee,  (iii) the  nature of the  business  conducted  by such  subtenant  or
assignee and whether such  business  would be  deleterious  to the  condition or
reputation  of the  Premises or  Landlord,  (iv) the  estimated  pedestrian  and
vehicular  traffic  in and about the  Premises  that would be  generated  by the
proposed  subtenant  or  assignee,  and (v) whether the  proposed  subtenant  or
assignee  is a  department,  representative,  agency or  instrumentality  of any
governmental body, foreign or domestic. Regardless of whether Landlord's consent
is required, each such assignment or sublease shall expressly be made subject to
the  provisions  hereof,  and each  approved or permitted  assignee or sublessee
shall have the same rights as Tenant  hereunder to further sublet or assign.  No
such assignment or sublease shall modify or limit any right or power of Landlord
hereunder or affect or reduce any obligation of Tenant  hereunder,  and all such
obligations  shall be those of  Tenant  and  shall  continue  in full  effect as
obligations  of a  principal  and not of a  guarantor  or  surety,  as though no
subletting  or  assignment  had been made,  such  liability  of the Tenant named
herein to continue notwithstanding any subsequent modifications or amendments of
this  Lease;   provided,   however,   that  (other  than  with  respect  to  any
modifications  required by law or on account of bankruptcy or insolvency) if any
modification  or amendment  is made without the consent of Tenant named  herein,
such  modification  or amendment  shall be  ineffective  as against Tenant named
herein to the extent,  and only to the extent,  that the same shall increase the
obligations of Tenant,  it being expressly agreed that Tenant named herein shall
remain liable to the full extent of this Lease as if such  modification  had not
been  made.  Neither  this  Lease nor the Lease  Term  hereby  demised  shall be
mortgaged  by Tenant,  nor shall  Tenant  mortgage or pledge its interest in any
sublease of the Premises or the rentals  payable  thereunder.  Any sublease made
otherwise  than as  expressly  permitted  by  Sections  4.01  and  4.02  and any
assignment  of Tenant's  interest  hereunder  made  otherwise  than as expressly
permitted by Sections 4.01 and 4.02 shall be void. Tenant shall,  within 20 days
after the  execution of any  assignment  or sublease,  deliver a conformed  copy
thereof to Landlord.  Upon  Tenant's  request,  Landlord  agrees to enter into a
recognition  agreement  with  any  approved  or  permitted  sublessee  in a form
reasonably  agreeable to Landlord.  Upon Tenant's  request,  Landlord  agrees to
request that its mortgagee deliver a subordination and non-disturbance agreement
to any sublessee.

           SECTION 4.02. ASSIGNMENT/SUBLETTING  EXCEPTIONS.  Notwithstanding the
provisions  of Section 4.01,  Tenant shall not be required to obtain  Landlord's
consent for any  sublease  demising  7,500 square feet or more but one fourth or
less of the net rentable area of the Improvements. Likewise, notwithstanding the


                                       6
<PAGE>

provisions  of  Section  4.01,  Tenant  shall  also have the right to assign its
interest in this Lease or sublet all or any portion of the  Premises at any time
without  the  consent  of  Landlord  or any  Mortgagee  of  Landlord  to (i) the
surviving entity of any merger or  consolidation  between Tenant and its parent,
(ii) any  Affiliate  of Tenant,  or (iii) to any person or entity who  purchases
substantially  all of the assets of Tenant,  so long as any proposed assignee or
sublessee  has a Tangible  Net Worth (as  defined in Section  9.17)  equal to or
greater  than the greater of (a) the  Tangible Net Worth of Tenant at such time,
or (b)  $6,000,000.00,  as shown on such  prospective  assignee's or sublessee's
balance sheet prepared in accordance  with GAAP within three (3) months prior to
such  assignment or sublease.  Provided,  however,  the  exceptions  afforded to
Tenant above in this Section shall be conditioned on the following:

               (a) Tenant is not then in default  beyond  applicable  notice and
cure periods hereunder;

               (b) Landlord is provided a copy of such assignment or sublease;

               (c) Any  subletting of the Premises shall be subject to the terms
of this Lease and Tenant shall remain  liable  hereunder  (except as provided in
Section 4.02 (g) below), as same may be amended from time to time;

               (d) Each  sublease  permitted  under this Section  shall  contain
provisions  to the  effect  that (i) such  sublease  is only for  actual use and
occupancy by the sublessee except for further approved or permitted assignees or
sublessees;  (ii) such sublease is subject and  subordinate to all of the terms,
covenants  and  conditions  of this Lease and to all of the  rights of  Landlord
hereunder;  (iii) in the event this Lease shall terminate  before the expiration
of such sublease, the sublessee thereunder will, at Landlord's option, attorn to
Landlord and waive any rights the  sublessee  may have to terminate the sublease
or to surrender  possession  thereunder,  as a result of the termination of this
Lease, subject to any applicable recognition agreements;  and (iv) the sublessee
shall not knowingly at any time (a) cause any violation of Environmental Laws to
occur or (b) permit any Person  occupying the Premises through said sublessee to
knowingly cause any violation of Environmental Laws to occur;

               (e)  Tenant  agrees  to pay on  behalf  of  Landlord  any and all
reasonable out-of-pocket costs of Landlord, including reasonable attorneys' fees
paid or payable to outside counsel, occasioned by such subletting or assignment.
Further, Tenant agrees that Landlord shall in no event be liable for any leasing
commissions,  finish-out costs, rent abatements or other costs, fees or expenses
incurred by Tenant in  subleasing  or assigning or seeking to sublease or assign
its leasehold interest in the Premises,  and Tenant agrees to indemnify,  defend
and hold harmless  Landlord and its  partners,  and their  respective  officers,
directors, shareholders, agents, employees and representatives from, against and
with respect to any and all such commissions, costs, fees and expenses;

               (f) Such  assignee  agrees in writing to honor and perform all of
the  obligations  of Tenant  hereunder  arising  from and after the date of such
assignment; and


                                       7
<PAGE>

               (g) Landlord  agrees to release  Tenant and Guarantor  from their
respective obligations under the Lease and the Guaranty, never to reinstate such
obligations, if such approved or permitted assignee has (i) an investment credit
rating  of BBB(-)  or  better,  and (ii) has a  Tangible  Net Worth  equal to or
greater than  $20,000,000.00,  as shown on such prospective  assignee's  balance
sheet  prepared in  accordance  with GAAP within  three (3) months prior to such
release.

           For the  purposes of this  Section,  "Affiliate"  shall be defined as
with  respect to any Person,  any other  Person  that,  directly or  indirectly,
controls or is  controlled by or is under common  control with such Person,  and
shall include the spouse of any natural person,  with the term "control" and any
derivatives thereof meaning the possession, directly or indirectly, of the power
to direct or cause the  direction  of the  management  and policies of a Person,
whether  through  ownership of voting  securities,  by contract,  or  otherwise.
"Person"  shall mean an  individual,  partnership,  association,  corporation or
other entity.

           SECTION 4.03. TRANSFER OR PLEDGE BY LANDLORD.  Landlord shall be free
to transfer  its fee  interest in the  Premises or any part  thereof or interest
therein,  subject,  however,  to the terms of this  Lease.  Notwithstanding  the
foregoing,  Landlord  agrees not to sell or  transfer  its fee  interest  in the
Premises or any part  thereof or  interest  therein to any entity that (i) is in
Tenant's  current field of business,  or (ii) is a direct  competitor of Tenant.
Any such transfer  shall relieve the  transferor of all liability and obligation
hereunder (to the extent of the interest transferred) accruing after the date of
the transfer and any assignee shall be bound by the terms and provisions of this
Lease. Landlord shall be free to pledge or mortgage its interest in the Premises
and this Lease on the condition  that either (i) this Lease shall be superior to
such  pledge  or  mortgage  or (ii) if this  Lease is to be  subordinate  to the
mortgage  of  any  Mortgagee  of  Landlord,  Tenant  receives  a  nondisturbance
agreement  reasonably  acceptable  to Tenant  from the holder of such  pledge or
mortgage,  so long as the same do not  adversely  affect any  right,  benefit or
privilege of Tenant under this Lease or increase Tenant's obligations under this
Lease.

                                   ARTICLE V

           SECTION 5.01. NET LEASE.

               (a) It is  expressly  understood  and agreed by and  between  the
parties  that this Lease is an  absolute  net lease,  and the Basic Rent and all
other sums payable  hereunder to or on behalf of Landlord  shall be paid without
notice  or demand  and  without  setoff,  counterclaim,  abatement,  suspension,
deduction or defense.

               (b) Except as  otherwise  expressly  provided in the Lease,  this
Lease shall not  terminate,  nor shall Tenant have any right to  terminate  this
Lease or be entitled to the abatement of any rent or any reduction thereof,  nor
shall the obligations  hereunder of Tenant be otherwise  affected,  by reason of
any damage to or  destruction  of all or any part of the Premises  from whatever
cause,  the taking of the  Premises or any portion  thereof by  condemnation  or
otherwise,  the  prohibition,  limitation or  restriction of Tenant's use of the
Premises, any default on the part of Landlord, any latent or other defect in any
of the Premises, the breach of any warranty of any seller or manufacturer of any
of the  Improvements  or Severable  Property,  any violation of any provision of
this Lease by Landlord, the bankruptcy, insolvency, reorganization, composition,


                                       8
<PAGE>

readjustment,  liquidation,  dissolution or winding-up  of, or other  proceeding
affecting Landlord, the exercise of any remedy, including foreclosure, under any
mortgage  or  collateral  assignment,  any  action  with  respect  to this Lease
(including  the  disaffirmance  hereof)  which  may be  taken by  Landlord,  any
trustee,  receiver  or  liquidator  of  Landlord  or any court under the Federal
Bankruptcy Code or otherwise,  and market or economic  changes,  or interference
with such use by any private person or corporation, or by reason of any eviction
by paramount title resulting by a claim from Landlord's predecessor in title, or
for any other cause whether similar or dissimilar to the foregoing,  any present
or future law to the  contrary  notwithstanding,  it being the  intention of the
parties  hereto that the rent and all other charges  payable  hereunder to or on
behalf  of  Landlord  shall  continue  to be  payable  in  all  events  and  the
obligations  of  Tenant   hereunder  shall  continue   unaffected,   unless  the
requirement  to pay or  perform  the same  shall be  terminated  pursuant  to an
express provision of this Lease. Nothing contained in this Section 5.01 shall be
deemed a waiver  by Tenant of any  rights  that it may have to bring a  separate
action  with  respect to any default by  Landlord  hereunder  or under any other
agreement.

               (c) The  obligations  of Tenant  hereunder  shall be separate and
independent  covenants and agreements.  Tenant covenants and agrees that it will
remain  obligated under this Lease in accordance with its terms, and that Tenant
will  not  take  any  action  to   terminate,   rescind  or  avoid  this  Lease,
notwithstanding  the  bankruptcy,   insolvency,   reorganization,   composition,
readjustment, liquidation, dissolution, winding-up or other proceeding affecting
Landlord or any assignee of Landlord in any such proceeding.

               (d) Except as otherwise  expressly provided in the Lease,  Tenant
waives all rights now or hereafter  conferred  by law (i) to quit,  terminate or
surrender  this  Lease  or the  Premises  or any  part  thereof  or  (ii) to any
abatement,  suspension,  deferment or  reduction of the rent,  or any other sums
payable hereunder to or on behalf of Landlord, regardless of whether such rights
shall arise from any present or future constitution, statute or rule of law.

           SECTION 5.02. TAXES AND ASSESSMENTS; COMPLIANCE WITH LAW.

               (a)  Tenant  shall  pay,  prior to  delinquency:  (i) all  taxes,
assessments,  levies,  fees,  water and sewer  rents and  charges  and all other
governmental charges, general and special, ordinary and extraordinary,  foreseen
and  unforeseen,  which are, at any time prior to or during the Term  imposed or
levied upon or assessed against or which arise with respect to (A) the Premises,
(B) any Basic Rent,  additional rent or other sums payable  hereunder,  (C) this
Lease or the leasehold estate hereby created or (D) the operation, possession or
use of the Premises; (ii) all gross receipts or similar taxes (i.e., taxes based
upon gross  income which fail to take into  account  deductions  with respect to
depreciation,  interest,  taxes or ordinary and necessary business expenses,  in
each case relating to the Premises) imposed or levied upon,  assessed against or
measured by any Basic Rent,  additional  rent or other sums  payable  hereunder;
(iii) all sales,  value  added,  ad valorem,  use and similar  taxes at any time
levied, assessed or payable on account of the leasing, operation,  possession or
use of the  Premises;  and (iv) all  charges of  utilities,  communications  and
similar services  serving the Premises.  Notwithstanding  the foregoing,  Tenant
shall not be  required  to pay any  franchise,  estate,  inheritance,  transfer,
income,  capital gains or similar tax of or on Landlord  unless and then only to
the extent such tax is imposed, levied or assessed in substitution for any other


                                       9
<PAGE>

tax, assessment, charge or levy which Tenant is required to pay pursuant to this
Section 5.02(a); provided,  however, that if, at any time during the Lease Term,
the method of  taxation  shall be such that  there  shall be  assessed,  levied,
charged or imposed on Landlord a capital levy or other tax directly on the rents
received  therefrom,  or upon the value of the Premises or any present or future
improvement or improvements  on the Premises,  then all such levies and taxes or
the part  thereof so measured  or based  shall be payable by Tenant,  and Tenant
shall pay and  discharge  the same as herein  provided.  Tenant will  furnish to
Landlord,  promptly  after  request  therefor,  proof of  payment  of all  items
referred  to above  which are  payable by  Tenant.  If any such  assessment  may
legally be paid in installments, Tenant may pay such assessment in installments;
in such event, Tenant shall be liable only for installments which become due and
payable with respect to any tax period  occurring in whole or in part during the
Lease Term  hereof;  provided,  however,  that all  amounts  referred to in this
Section  5.02(a) for the fiscal or tax year in which the Lease Term shall expire
shall be  apportioned  so that Tenant  shall pay those  portions  thereof  which
correspond  with the  portion of such year as are  within the Lease Term  hereby
demised.

               (b) Tenant  shall  comply  with and cause the  Premises to comply
with and shall assume all obligations  and  liabilities  with respect to (i) all
laws,  ordinances  and  regulations  and other  governmental  rules,  orders and
determinations presently in effect or hereafter enacted, made or issued, whether
or not presently contemplated (collectively,  "Legal Requirements"),  as applied
to the Premises or the ownership,  operation, use or possession thereof and (ii)
all contracts,  insurance policies (including, without limitation, to the extent
necessary  to prevent  cancellation  thereof and to insure  full  payment of any
claims  made  under  such  policies),  agreements,   covenants,  conditions  and
restrictions  now or  hereafter  applicable  to the  Premises or the  ownership,
operation,  use or possession  thereof  (other than  covenants,  conditions  and
restrictions  imposed by Landlord  subsequent  to the date of this Lease without
the consent of Tenant and nothing in this Lease shall be  construed  as Tenant's
consent or obligate  Tenant to deliver  any such  consent),  including,  but not
limited  to,  all such Legal  Requirements,  contracts,  agreements,  covenants,
conditions   and   restrictions   which   require   structural,   unforeseen  or
extraordinary  changes;  provided,  however,  that,  with  respect to any of the
obligations  of Tenant  in clause  (ii)  above  which are not now in  existence,
Tenant  shall  not be  required  to so  comply  unless  Tenant is either a party
thereto  or has  given  its  written  consent  thereto,  or  unless  the same is
occasioned by Legal  Requirements or Tenant's default  (including any failure or
omission by Tenant) under this Lease.  Nothing in clause (ii) of the immediately
preceding  sentence or the following  sentence  shall modify the  obligations of
Tenant under Section 5.04 of this Lease.

               (c)  So  long  as  Tenant's  Tangible  Net  Worth  is  less  than
$6,000,000.00,  if required by Landlord's Mortgagee at any time during the Term,
or if an Event of Default should occur and be continuing and Landlord shall make
such request,  Tenant shall, in addition to and concurrently with the payment of
Basic Rent as required in subsection  1.05(a)  hereof,  pay  one-twelfth  of the
amount (as  reasonably  estimated by Landlord or  Landlord's  Mortgagee)  of the
annual taxes and  assessments  described in  subsection  5.02(a)  hereof and the
annual premiums for insurance  required in Section 6.03 hereof next becoming due
and payable with respect to the  Premises.  Tenant shall also pay to Landlord on
demand  therefor  the  amount by which the  actual  taxes  and  assessments  and
insurance  premiums  exceed the payment by Tenant  required in this  subsection.


                                       10
<PAGE>

Landlord shall timely apply the escrowed funds to the payment of such charges in
such order or priority as Landlord shall reasonably  determine or as required by
applicable law.

           SECTION 5.03. LIENS.

               (a) Tenant will remove and discharge any charge,  lien,  security
interest or  encumbrance  upon the  Premises or upon any Basic Rent,  additional
rent or other sums payable  hereunder  which  arises for any reason,  including,
without limitation, all liens which arise out of the possession, use, occupancy,
construction, repair or rebuilding of the Premises or by reason of unpaid claims
for labor or materials  furnished or claimed to have been furnished to Tenant or
for the Premises,  but not including (i) the liens and encumbrances set forth in
Exhibit B, (ii) this Lease and any assignment  hereof or any sublease  permitted
hereunder and (iii) any mortgage, charge, lien, security interest or encumbrance
created  or  caused  by  or  through  Landlord  or  its  agents,   employees  or
representatives.  Tenant  may  provide  a  bond  or  other  security  reasonable
acceptable  to  Landlord  (but in no event  greater in amount than the amount of
such  encumbrance) to remove or pay all costs associated with the removal of any
such lien,  provided the conditions of Section 5.05 shall be satisfied.  Nothing
contained  in this Lease  shall be  construed  as  constituting  the  consent or
request of Landlord, express or implied, to or for the performance (on behalf of
or for the benefit of  Landlord)  by any  contractor,  laborer,  materialman  or
vendor,  of any labor or services or for the furnishing of any materials for any
construction,  alteration,  addition, repair or demolition of or to the Premises
or any part thereof. NOTICE IS HEREBY GIVEN THAT LANDLORD WILL NOT BE LIABLE FOR
ANY LABOR,  SERVICES OR MATERIALS  FURNISHED OR TO BE FURNISHED TO TENANT, OR TO
ANYONE HOLDING AN INTEREST IN THE PREMISES OR ANY PART THEREOF  THROUGH OR UNDER
TENANT,  AND THAT NO MECHANIC'S  OR OTHER LIENS FOR ANY SUCH LABOR,  SERVICES OR
MATERIALS  SHALL  ATTACH TO OR AFFECT THE  INTEREST  OF  LANDLORD  IN AND TO THE
PREMISES   UNLESS  BY  OR  THROUGH   LANDLORD  OR  ITS  AGENTS,   EMPLOYEES   OR
REPRESENTATIVES WITHOUT THE CONSENT OF TENANT.

               (b) In no event shall the  interest of Landlord be subject to the
liens for improvements made by Tenant,  and this Lease expressly  prohibits such
liability.  Pursuant to Section 713.10 Florida Statutes  ("Florida  Construction
Lien Law"),  this provision  specifically  provides that no interest of Landlord
shall be subject to liens for improvements made by Tenant at Tenant's direction.
This provision shall serve as notice to all potential  construction lienors that
Landlord  shall not be liable for and the Premises shall not be subject to liens
for work performed or materials  supplied at Tenant's  request or at the request
of anyone claiming an interest  through  Tenant.  Tenant shall provide notice to
its  contractors  doing  any  work  on the  Premises  of the  existence  of this
provision in the Lease.

           SECTION 5.04. INDEMNIFICATION.

               (a)  Except  to the  extent of the gross  negligence  or  willful
misconduct of any Indemnified Party (as defined herein), Tenant shall defend all
actions against Landlord and any partner, officer, director, member, employee or
shareholder of the foregoing (collectively, "Indemnified Parties"), with respect
to, and shall pay, protect,  indemnify and save harmless the Indemnified Parties


                                       11
<PAGE>

from and against,  any and all liabilities,  losses,  damages,  costs,  expenses
(including, without limitation, reasonable attorneys' fees and expenses), causes
of action, suits, claims,  demands or judgments of any nature arising during the
Term  from (i)  injury  to or  death  of any  person,  or  damage  to or loss of
property,  on or about the  Premises,  or connected  with the use,  condition or
occupancy  of any  thereof,  (ii) use,  act or omission of Tenant or its agents,
contractors, licensees, sublessees or invitees and (iii) any contest referred to
in Section 5.05 of this Lease.  TENANT UNDERSTANDS AND AGREES THAT THE FOREGOING
INDEMNIFICATION  OBLIGATIONS OF TENANT ARE EXPRESSLY INTENDED TO AND SHALL INURE
TO THE BENEFIT OF THE INDEMNIFIED PARTIES EVEN IF SOME OR ALL OF THE MATTERS FOR
WHICH SUCH INDEMNIFICATION IS PROVIDED ARE CAUSED OR ALLEGED TO HAVE BEEN CAUSED
BY THE SOLE SIMPLE, JOINT OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF
THE  INDEMNIFIED  PARTIES,  BUT  NOT TO THE  EXTENT  CAUSED  BY THE  INDEMNIFIED
PARTIES' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The obligations of Tenant under
this  Section  5.04 shall  survive any  termination,  expiration,  rejection  in
bankruptcy, or assumption in bankruptcy of this Lease.

               (b) The rights  and  obligations  of  Landlord  and  Tenant  with
respect to claims by Landlord  against Tenant  brought  pursuant to this Section
5.04 and Section 5.06 shall be subject to the following conditions:

                  (i) If Landlord  receives notice of the assertion of any claim
in  respect  of which it intends  to make an  indemnification  claim  under this
Section 5.04 or Section 5.06,  Landlord shall promptly provide written notice of
such  assertion  to Tenant;  provided  that  failure of  Landlord to give Tenant
prompt  notice  as  provided  herein  shall  not  relieve  Tenant  of any of its
obligations  hereunder,  except to the extent the Tenant is  prejudiced  by such
failure.  The notice shall describe in reasonable detail the nature of the claim
and the basis for an  indemnification  claim under this  Section 5.04 or Section
5.06,  and shall be  accompanied  by all  papers and  documents  which have been
served  upon  Landlord  and  such  other  documents  and  information  as may be
appropriate  to an  understanding  of such claim and the  liability of Tenant to
indemnify  Landlord  hereunder.  Except as required by law,  Landlord  shall not
answer or  otherwise  respond to such claim or take any other  action  which may
prejudice  the  defense  thereof  unless  and until  Tenant  has been  given the
opportunity  to assume the defense  thereof as required by this Section 5.04 and
refused to do so.

                  (ii) Upon  receipt  of an  indemnification  notice  under this
Section 5.04,  Tenant shall have the right, but not the obligation,  to promptly
assume and take exclusive control of the defense,  negotiation and/or settlement
of such  claim.  In the event of a conflict of interest or dispute or during the
continuance  of an Event of  Default,  Landlord  shall  have the right to select
counsel  to act as  co-counsel  with  the  counsel  chosen  by  Tenant,  and the
reasonable cost of such counsel shall be paid by Tenant. The parties acknowledge
that, with respect to claims for which insurance is available, the rights of the
parties to select  counsel for the  defense of such  claims  shall be subject to
such approval rights as the insurance company providing coverage may have.


                                       12
<PAGE>

                  (iii) The party  controlling the defense of a claim shall keep
the other party reasonably  informed at all stages of the defense of such claim.
The party not  controlling the defense of any claim shall have the right, at its
sole cost and expense,  to participate  in, but not control,  the defense of any
such claim. Each party shall reasonably cooperate with the other in the defense,
negotiation  and/or settlement of any such claim. In connection with any defense
of a claim undertaken by Tenant, Landlord shall provide Tenant, and its counsel,
accountants and other representatives,  with reasonable access to relevant books
and  records  and make  available  such  personnel  of  Landlord  as Tenant  may
reasonably request.

           SECTION 5.05. PERMITTED CONTESTS.

               (a) Tenant,  at its expense,  may contest,  by appropriate  legal
proceedings  conducted  in  good  faith  and  with  due  diligence,   any  Legal
Requirement  with which Tenant is required to comply  pursuant to this Lease, or
the  amount  or  validity  or  application,  in whole  or in  part,  of any tax,
assessment  or charge which Tenant is obligated to pay or any lien,  encumbrance
or charge not permitted by Sections 2.01, 2.02, 5.02(a), 5.03 and 6.02, provided
that  unless  Tenant has  already  paid such tax,  assessment  or charge (i) the
commencement  of such  proceedings  shall suspend the  enforcement or collection
thereof against or from Landlord and against or from the Premises,  (ii) neither
the Premises  nor any rent  therefrom  nor any part thereof or interest  therein
would be in any  imminent  danger of being  sold,  forfeited,  attached or lost,
(iii) Tenant shall have furnished  such security,  if any, as may be required in
the proceedings and as may be reasonably required by Landlord (which requirement
Landlord  agrees to waive if Tenant has a Tangible Net Worth equal to or greater
than  $6,000,000.00),  and (iv) if such  contest  be  finally  resolved  against
Tenant,  Tenant shall promptly pay the amount required to be paid, together with
all interest and penalties accrued thereon. Landlord, at Tenant's expense, shall
execute  and  deliver  to Tenant  such  authorizations  and other  documents  as
reasonably may be required in any such contest.  Tenant shall indemnify and save
Landlord  harmless  against  any cost or expense of any kind that may be imposed
upon  Landlord  in  connection  with any  such  contest  and any loss  resulting
therefrom.  Notwithstanding  any other  provision of this Lease to the contrary,
Tenant shall not be in default  hereunder in respect to the compliance  with any
Legal  Requirement  with which Tenant is  obligated  to comply  pursuant to this
Lease,  or in respect  to the  payment of any tax,  assessment  or charge  which
Tenant is obligated to pay or any lien,  encumbrance  or charge not permitted by
Section  2.01,  2.02,  5.02(a),  5.03 and 6.02  which  Tenant  is in good  faith
contesting.

               (b) Without limiting the provisions of Section  5.05(a),  so long
as no Event of Default exists and the  conditions  set forth in Section  5.05(a)
are  satisfied,  Landlord  hereby  irrevocably  appoints  Tenant  as  Landlord's
attorney-in-fact  solely for the  purpose of  prosecuting  a contest of any tax,
assessment  or charge  which Tenant is obligated  to pay.  Such  appointment  is
coupled with an interest.  Notwithstanding the foregoing appointment,  if Tenant
determines it to be preferable in prosecution of a contest of a tax,  assessment
or charge,  upon Tenant's prior request,  Landlord shall execute the real estate
tax complaint  and/or other documents  reasonably  needed by Tenant to prosecute
the  complaint  as to such tax,  assessment  or charge and return same to Tenant
within  ten  (10)  days.  In such  event,  Tenant  shall  pay all of  Landlord's
reasonable  costs and  expenses  in  connection  therewith,  including,  without
limitation,  reasonable attorneys' fees and Tenant shall arrange for preparation
of such documentation at Tenant's sole cost and expense.



                                       13
<PAGE>

           SECTION 5.06. ENVIRONMENTAL COMPLIANCE.

               (a) For purposes of this Lease:

                  (i) the term  "Environmental  Laws" shall mean and include the
Resource  Conservation  and Recovery  Act, as amended by the Hazardous and Solid
Waste Amendments of 1984, the Comprehensive Environmental Response, Compensation
and  Liability  Act,  the  Hazardous  Materials  Transportation  Act,  the Toxic
Substances Control Act, the Federal  Insecticide,  Fungicide and Rodenticide Act
and all  applicable  state  and local  environmental  laws,  ordinances,  rules,
requirements,  regulations  and  publications,  as any of the foregoing may have
been or may be from time to time amended, supplemented or supplanted and any and
all  other  federal,  state  or local  laws,  ordinances,  rules,  requirements,
regulations and  publications,  now or hereafter  existing,  relating to (i) the
preservation or regulation of the public health,  welfare or  environment,  (ii)
the  regulation or control of toxic or hazardous  substances  or  materials,  or
(iii) any wrongful  death,  personal injury or property damage that is caused by
or related to the presence, growth, proliferation,  reproduction,  dispersal, or
contact  with any  biological  organism  or  portion  thereof  (living or dead),
including  molds  or  other  fungi,  bacteria  or  other  microorganisms  or any
etiologic agents or materials; and

                  (ii) the term  "Regulated  Substance"  shall mean and  include
any, each and all substances,  biological and etiologic  agents or materials now
or hereafter  regulated pursuant to any Environmental Laws,  including,  but not
limited to, any such substance,  biological or etiological agent or material now
or hereafter  defined as or deemed to be a "regulated  substance,"  "pesticide,"
"hazardous  substance" or  "hazardous  waste" or included in any similar or like
classification or categorization thereunder.

               (b) Tenant shall:

                  (i) not cause or permit any Regulated  Substance to be placed,
held,  located,  released,  transported or disposed of on, under, at or from the
Premises in violation of Environmental Laws;

                  (ii)  contain at or remove from the  Premises,  or perform any
other necessary  remedial action regarding,  any Regulated  Substance in any way
affecting  the  Premises  if, as and when  such  containment,  removal  or other
remedial action is required under any Legal  Requirement  and, whether or not so
required,  shall perform any  containment,  removal or  remediation  of any kind
involving any Regulated Substance in any way materially  adversely affecting the
Premises in compliance with all Legal  Requirements and, upon reasonable request
of Landlord after  consultation  with Tenant (which request may be given only if
Landlord  has  received  information  such  that  it  reasonably  believes  that
environmental  contamination  exists which may have a material adverse effect on
the  Premises),  shall  arrange a phase I  environmental  audit (as such term is
defined now or hereafter by the  environmental  remediation  industry),  or such
other or further testing or actions as may be required by Legal  Requirements or
as may be mutually  agreed to by Landlord  and Tenant,  to be  conducted  at the


                                       14
<PAGE>

Premises by qualified companies retained by Tenant specializing in environmental
matters and reasonably satisfactory to Landlord in order to ascertain compliance
with all Legal  Requirements  and the  requirements  of this  Lease,  all of the
foregoing to be at Tenant's sole cost and expense;

                  (iii) provide  Landlord with written notice (and a copy as may
be applicable) of any of the following  within 10 days of receipt  thereof:  (A)
Tenant's obtaining knowledge or notice of any kind of the material presence,  or
any  actual  or  threatened  release,  of any  Regulated  Substance  in any  way
materially adversely affecting the Premises; (B) Tenant's receipt or submission,
or Tenant's obtaining knowledge or notice of any kind, of any report,  citation,
notice  or  other  communication  from  or  to  any  federal,   state  or  local
governmental or  quasi-governmental  authority regarding any Regulated Substance
in any  way  materially  adversely  affecting  the  Premises;  or  (C)  Tenant's
obtaining  knowledge  or  notice  of any kind of the  incurrence  of any cost or
expense  by any  federal,  state or  local  governmental  or  quasi-governmental
authority or any private party in connection  with the  assessment,  monitoring,
containment,  removal or remediation  of any kind of any Regulated  Substance in
any way  materially  adversely  affecting  the  Premises,  or of the  filing  or
recording of any lien on the Premises or any portion  thereof in connection with
any such action or Regulated Substance in any way materially adversely affecting
the Premises; and

                  (iv) in addition to the  requirements  of Section 5.04 hereof,
defend all actions against the Indemnified Parties and Landlord's  Mortgagee and
pay, protect, indemnify and save harmless the Indemnified Parties and Landlord's
Mortgagee  from and against any and all  liabilities,  losses,  damages,  costs,
expenses  (including,   without  limitation,   reasonable  attorneys'  fees  and
expenses),  causes of action, suits, claims,  demands or judgments of any nature
relating to any Environmental Laws,  Regulated Substances or other environmental
matters  concerning  the  Premises  during the Term of the Lease;  except to the
extent caused by Landlord,  Landlord's Mortgagee, or their agents,  employees or
representatives.  The indemnity contained in this Section 5.06 shall survive the
expiration or earlier termination of this Lease.

               (c) Upon reasonable cause and prior written notice from Landlord,
Tenant shall permit such reasonably  qualified persons as Landlord may designate
("Site  Reviewers")  to  visit  the  Premises  and  perform  environmental  site
investigations  and  assessments  ("Site  Assessments")  on the Premises for the
purpose of  determining  whether  there exists on the Premises any  violation of
Environmental  Laws or any  condition  which could result in any  violations  of
Environmental  Laws.  As of the date  hereof,  Landlord  has no such  reasonable
cause.  Such Site  Assessments  may  include  both  above  and below the  ground
environmental  testing for violations of Environmental Laws and such other tests
as may be necessary, in the reasonable opinion of the Site Reviewers, to conduct
the Site Assessments.  Tenant shall supply to the Site Reviewers such historical
and  operational  information  regarding  the  Premises  as  may  be  reasonably
requested by the Site  Reviewers to facilitate the Site  Assessments,  and shall
make available for meetings with the Site Reviewers appropriate personnel having
knowledge of such matters.  The  reasonable  cost of performing  and reporting a
Site Assessment shall be paid by Tenant.


                                       15
<PAGE>

If any  violation of  Environmental  Laws occurs or is found to exist during the
Term and, in  Landlord's  reasonable  judgment  based upon the  written  bids of
reputable  environmental  professionals,  the cost of  remediation  of, or other
response action with respect to, the same is likely to exceed  $250,000,  Tenant
shall  provide  to  Landlord,  within  ten (10) days  after  Landlord's  request
therefor, adequate financial assurances that Tenant will effect such remediation
in accordance with applicable  Environmental  Laws unless Tenant's  Tangible Net
Worth shall be equal to or greater than $6,000,000.00. Such financial assurances
may be a bond or letter of credit  reasonably  satisfactory  to Landlord in form
and substance  and in an amount not to exceed  Landlord's  reasonable  estimate,
based  upon a Site  Assessment  performed  pursuant  to this  Paragraph,  of the
anticipated cost of such remedial action. Notwithstanding any other provision on
this Lease, if (i) a violation of Environmental Laws occurs or is found to exist
during the Term,  (ii) the Term would  otherwise  terminate  or expire and (iii)
Landlord is unable to lease the Property to another tenant due to such violation
of Environmental Laws after taking all commercially reasonable actions to do so,
then, at the option of Landlord, the Term shall be automatically extended beyond
the date of  termination or expiration and this Lease shall remain in full force
and effect beyond such date until the earlier to occur of (i) the  completion of
all remedial action in accordance with applicable  Environmental  Laws, (ii) the
date  specified in a written  notice from  Landlord to Tenant  terminating  this
Lease,  or (iii) the posting of financial  assurances  in  accordance  with this
Paragraph.

If Tenant fails to correct any violation of  Environmental  Laws which occurs or
is found to exist, Landlord shall have the right (but no obligation) to take any
and all actions as Landlord  shall  reasonably  deem  necessary  or advisable in
order to cure such violation of Environmental Laws.

All future leases,  subleases or concession  agreements  permitted by this Lease
relating to the Premises  entered into by Tenant shall contain  covenants of the
other  party  not  to  knowingly  at  any  time  (i)  cause  any   violation  of
Environmental  Laws to occur or (ii) permit any Person  occupying  the  Premises
through said  subtenant or  concessionaire  to knowingly  cause any violation of
Environmental Laws to occur.

                                   ARTICLE VI

           SECTION 6.01. PROCEDURE UPON PURCHASE.

               (a) If Tenant shall  purchase  the  Premises  pursuant to Section
6.02 of this Lease,  Landlord shall convey or cause to be conveyed title thereto
by special  warranty deed, free of any mortgage  imposed by Landlord and subject
only to this  Lease,  the lien of any taxes  payable by Tenant  pursuant to this
Lease,  exceptions  subject to which the  Premises  were  conveyed to  Landlord,
exceptions  created  or  consented  to or  existing  by reason of any  action or
inaction by Tenant and all Legal Requirements.

               (b) Upon the date fixed for any purchase of the Premises pursuant
to Section 6.02 of this Lease,  Tenant shall pay to Landlord the purchase  price
therefor  specified  herein in immediately  available  funds,  together with all
Basic Rent, additional rent and other sums then due and payable hereunder to and
including  such date of purchase,  and there shall be delivered to Tenant a deed
or other  conveyance  of the interests in the Premises then being sold to Tenant


                                       16
<PAGE>

and any other  instruments  reasonably  necessary to evidence the  conveyance of
title thereto described in Section 6.01(a) and to assign any other property then
required to be assigned by Landlord  pursuant  hereto.  Tenant  acknowledges and
understands  that any  conveyance of the Premises by Landlord to Tenant shall be
made on an  "As-Is",  "Where-Is"  and "With All Faults"  basis,  and without any
representations or warranties, express, implied or statutory as to the Premises'
habitability,  suitability, marketability, value, fitness for any particular use
or purpose, the absence or presence of any latent or patent defects at or within
the  Premises,  or the  compliance  of the  Premises  with any laws  (including,
without  limitation,  any  environmental  laws),  and the deed by which Landlord
conveys the Premises to Tenant shall contain express language to such effect.

               (c) There  shall be no  adjustments  at the closing of a purchase
pursuant to this Section  6.01,  save for return of unused  escrowed  monies and
security deposits.  Tenant shall pay all charges incident to such conveyance and
assignment, including, without limitation, reasonable counsel fees, escrow fees,
recording fees, title insurance premiums and all applicable  transfer taxes (not
including any income,  capital gain or franchise taxes of Landlord) which may be
imposed by reason of such  conveyance  and  assignment  and the delivery of said
deed or conveyance and other instruments. Upon the completion of any purchase of
the entire  Premises (but not of any lesser  interest than the entire  Premises)
but not prior thereto  (whether or not any delay or failure in the completion of
such  purchase  shall be the fault of  Landlord),  this Lease  shall  terminate,
except with respect to obligations and liabilities of Tenant  hereunder,  actual
or contingent,  which have arisen on or prior to such  completion of purchase or
which specifically survive the expiration or earlier termination of this Lease.

           SECTION 6.02. CONDEMNATION AND CASUALTY.

               (a) GENERAL  PROVISIONS.  Except as provided in Section 6.02 (a),
(b)  and  (c),  Tenant  hereby  irrevocably   assigns  to  Landlord  any  award,
compensation or insurance  payment to which Tenant may become entitled by reason
of Tenant's  interest in the Premises (i) if the use,  occupancy or title of the
Premises  or any part  thereof  is  taken,  requisitioned  or sold in,  by or on
account of any actual or threatened eminent domain proceeding or other action by
any person having the power of eminent  domain  ("Condemnation")  or (ii) if the
Premises or any part  thereof is damaged or  destroyed  by fire,  flood or other
casualty  ("Casualty").  All awards,  compensations  and  insurance  payments on
account  of  any  Condemnation  or  Casualty  are  herein   collectively  called
"Compensation".  Tenant may not unilaterally negotiate,  prosecute or adjust any
claim for any Compensation, except as set forth herein. Tenant must consult with
and obtain  Landlord's  consent thereto.  If the parties are unable to so agree,
then they  shall  appoint  an  entity or  individual  that  specializes  in such
negotiations who shall negotiate, prosecute and adjust a claim for Compensation.
Landlord  shall be  entitled  to  participate  in any such  proceeding,  action,
negotiation,  prosecution,  appeal or adjustment  as  contemplated  herein,  but
Landlord  may  not  unilaterally  agree  to a  sale  in  lieu  of  condemnation.
Notwithstanding  anything  to the  contrary  contained  in this  Article  VI, if
permissible  under applicable law, any separate  Compensation made to Tenant for
its moving and relocation expenses,  anticipated loss of business profits,  loss
of  Tenant's  goodwill  or trade  fixtures  and  equipment  (including,  without
limitation,  the  Severable  Property)  shall be paid  directly  to and shall be
retained  by  Tenant  (and  shall  not  be  deemed  to be  "Compensation").  All
Compensation  shall be  applied  pursuant  to this  Section  6.02,  and all such


                                       17
<PAGE>

Compensation (less the expense of collecting such Compensation) is herein called
the "Net  Proceeds."  Except as  specifically  set for herein,  all Net Proceeds
shall be paid to the Proceeds  Trustee (as defined herein) and applied  pursuant
to this Section 6.02.

               (b)  SUBSTANTIAL  CONDEMNATION.   If  a  Condemnation  shall,  in
Tenant's  good  faith  judgment,  affect  all or a  substantial  portion  of the
Premises and shall render the Premises  unsuitable for restoration for continued
use and occupancy in Tenant's business,  then Tenant may, not later than 60 days
after a  determination  has been made as to when possession of the Premises must
be delivered with respect to such  Condemnation,  deliver to Landlord (i) notice
of its intention  ("Notice of  Intention")  to terminate  this Lease on the next
rental  payment  date which  occurs not less than 90 days after the  delivery of
such notice (the  "Condemnation  Termination  Date"),  (ii) a certificate  of an
authorized   officer  of  Tenant  describing  the  event  giving  rise  to  such
termination  and stating that Tenant has determined that such  Condemnation  has
rendered or will render the Premises  unsuitable for  restoration  for continued
use  and  occupancy  in  Tenant's  business,   and  (iii)  if  the  Condemnation
Termination  Date occurs or is to occur during the Primary Term, an  irrevocable
offer by Tenant to Landlord to purchase on the Condemnation Termination Date any
remaining  portion of the  Premises  and the Net  Proceeds,  if any,  payable in
connection with such  Condemnation  (or the right to receive the same when made,
if payment  thereof has not yet been made), at a price equal to the then current
annual Basic Rent divided by .09. If either (1) Landlord shall reject such offer
by notice  given to  Tenant  not later  than 15 days  prior to the  Condemnation
Termination  Date or (2) the  Condemnation  Termination  Date occurs  during any
Extended Term, this Lease shall terminate on the Condemnation  Termination Date,
except with respect to obligations and liabilities of Tenant  hereunder,  actual
or contingent,  which have accrued on or prior to the  Condemnation  Termination
Date,  upon payment by Tenant of all Basic Rent,  additional rent and other sums
due and payable  hereunder to and including the Condemnation  Termination  Date,
and the Net  Proceeds  shall  belong to  Landlord.  Unless  Landlord  shall have
rejected  such  offer  in  accordance  with  this  Section,  Landlord  shall  be
conclusively  considered to have accepted such offer,  and, on the  Condemnation
Termination  Date,  there  shall be  conveyed  to  Tenant  or its  designee  the
remaining portion of the Premises, if any, and there shall be assigned to Tenant
(free  of all  superior  claims)  all the Net  Proceeds,  pursuant  to and  upon
compliance with Section 6.01. In the event Tenant does not deliver the Notice of
Intention to Landlord,  Landlord shall permit so much of the Net Proceeds as may
be necessary to be utilized by Tenant to repair or restore the Premises, subject
to the  reasonable  requirements  (with respect to  disbursement  procedures) of
Landlord's Mortgagee.

               (c) SUBSTANTIAL  CASUALTY  DURING CERTAIN  PERIOD.  If an insured
Casualty shall,  in Tenant's  good-faith  judgment,  affect all or a substantial
portion of the  Premises  during the last three (3) years of the Primary Term or
any  Extended  Term,  if any,  and cannot in  Tenant's  good faith  judgment  be
substantially restored within 365 days, then Tenant may, not later than 150 days
after  such  Casualty,  deliver  to  Landlord  (i)  notice of its  intention  to
terminate  this Lease on the next rental payment date which occurs not less than
60 days after the delivery of such notice (the "Casualty Termination Date"), and
(ii) a  certificate  of an  authorized  officer of Tenant  describing  the event
giving rise to such  termination and stating that Tenant has determined that the
Premises  cannot be restored  within such period.  Upon payment by Tenant of all
Basic Rent, additional rent and other sums then due and payable hereunder to and
including  the  Casualty  Termination  Date,  this Lease shall  terminate on the
Casualty  Termination Date except with respect to obligations and liabilities of


                                       18
<PAGE>

Tenant  hereunder,  actual or contingent,  which have accrued on or prior to the
Casualty  Termination  Date,  and the Net  Proceeds  shall  belong to  Landlord.
Promptly  after such  termination,  Landlord shall return to Tenant all escrowed
monies and security deposits.

               (d)  LESS  THAN  SUBSTANTIAL  CONDEMNATION  OR  CERTAIN  CASUALTY
EVENTS.  If, after a Condemnation or Casualty,  Tenant does not give or does not
have the right to give  notice  of its  intention  to  terminate  this  Lease as
provided in subsection  6.02(b) or (c),  then this Lease shall  continue in full
force and effect and Tenant shall,  at its expense,  rebuild,  replace or repair
the Premises in conformity with the  requirements of subsections  2.01, 2.02 and
5.03 so as to restore the  Premises (in the case of  Condemnation,  as nearly as
practicable) to the condition,  and character thereof  immediately prior to such
Casualty or Condemnation; provided that Tenant and Landlord shall use reasonable
efforts to  consider  modifications  which  would make the  Improvements  a more
functional and contemporary design. To the extent the Net Proceeds are less than
$100,000, such amount shall be paid to Tenant to be used to rebuild,  replace or
repair  the  Premises  in a lien free and good and  workmanlike  manner.  To the
extent the Net Proceeds  are  $100,000 or greater,  such amount shall be paid to
the Proceeds  Trustee and prior to any such  rebuilding,  replacement or repair,
Tenant shall determine the cost thereof (the "Restoration  Cost"),  which amount
shall be reasonably  acceptable to Landlord.  The Restoration Cost shall be paid
first out of Tenant's own funds to the extent that the Restoration  Cost exceeds
the Net  Proceeds  payable  in  connection  with such  occurrence,  after  which
expenditure  Tenant  shall be  entitled  to receive  the Net  Proceeds  from the
Proceeds  Trustee,  but only  against (i)  certificates  of Tenant  delivered to
Landlord  and the  Proceeds  Trustee  from time to time but no more  often  than
monthly as such work of rebuilding, replacement and repair progresses, each such
certificate  describing the work for which Tenant is requesting  payment and the
cost incurred by Tenant in connection  therewith and stating that Tenant has not
theretofore   received   payment   for  such  work  and  (ii)  such   additional
documentation  or conditions as Landlord or the Proceeds  Trustee may reasonably
require, including, but not limited to, copies of all contracts and subcontracts
relating  to  restoration,  architects'  certifications,  and  lien  waivers  or
releases.  Any Net Proceeds remaining after final payment has been made for such
work and after Tenant has been reimbursed for any portions it contributed to the
Restoration  Cost with respect to any Casualty  shall be paid to Tenant and with
respect  to any  Condemnation  shall be paid to  Landlord.  In the  event of any
temporary Condemnation,  this Lease shall remain in full effect and Tenant shall
be  entitled  to  receive  the  Net  Proceeds   allocable   to  such   temporary
Condemnation,  except  that any  portion of the Net  Proceeds  allocable  to the
period after the  expiration or  termination  of the Lease Term shall be paid to
Landlord.  If the cost of any  rebuilding,  replacement or repair required to be
made by Tenant  pursuant to this  subsection  6.02(d) shall exceed the amount of
such Net  Proceeds,  the  deficiency  shall be paid by  Tenant.  Notwithstanding
anything  herein  to the  contrary,  in the  event  of a less  than  substantial
Condemnation,  Tenant and Landlord shall equitably adjust the Basic Rent to take
into  consideration  any diminished  utility of the Property after completion of
any rebuilding,  replacement or repair required to be made by Tenant pursuant to
this  Section  6.02(d).   Notwithstanding   anything  to  the  contrary  in  any
Subordination,  Non-Disturbance  and  Attornment  Agreement,  Mortgage  or other
document  evidencing  or  security  a loan made by any  Mortgagee  to  Landlord,
Section 6.02 shall control the application of Compensation.


                                       19
<PAGE>

           SECTION 6.03. INSURANCE.

               (a)  Tenant  will  maintain  insurance  on  the  Premises  of the
following character:

                  (i)  Insurance  against  all  risks of direct  physical  loss,
including  loss by fire,  lightning,  flooding  (if the  Premises are in a flood
zone),  earthquakes  and  other  risks  which  at the time  are  included  under
"extended coverage" endorsements,  in amounts sufficient to prevent Landlord and
Tenant  from  becoming a  coinsurer  of any loss but in any event in amounts not
less than 100% of the actual replacement value of the Improvements, exclusive of
foundations  and  excavations,  without any  exclusion  for  terrorism  and with
deductibles of not more than $10,000 per occurrence;  provided,  however, if the
Premises are not located in an area of special flood or earthquake hazards,  the
deductibles for flood and earthquake damage,  respectively,  may be increased to
$25,000 per occurrence;

                  (ii)  General  public  liability   insurance  and/or  umbrella
liability  insurance against claims for bodily injury,  death or property damage
occurring on, in or about the Premises in the minimum  amounts of $5,000,000 for
bodily injury or death to any one person,  $10,000,000  for any one accident and
$5,000,000 for property  damage to others or in such greater amounts as are then
customary for property similar in use to the Premises;

                  (iii) Rent loss insurance or business  interruption  insurance
in an amount  sufficient  to cover loss of rents from the  Premises  pursuant to
this Lease for a period of at least twelve (12) months;

                  (iv) Worker's compensation insurance to the extent required by
the law of the state in which the Premises are located;

                  (v) Boiler and  machinery  insurance in respect of any boilers
and similar  apparatus located on the Premises in the minimum amount of $500,000
or in such greater amounts as to adequately insure the Premises;

                  (vi)  During  any  period  of  construction  on the  Premises,
builder's risk insurance on a completed value,  nonreporting basis for the total
cost of such alterations or improvements, and workers' compensation insurance as
required by  applicable  law, and this  coverage may be provided by Tenant's all
risk property insurance pursuant to Section 6.03(i) herein; and

                  (vii) Such other  insurance  in such kinds and  amounts,  with
such deductibles and against such risks, as is commonly  obtained in the case of
property  similar in use to the  Premises  and located in the state in which the
Premises are located by prudent owners of such property.

           Such  insurance  shall  be  written  by  companies  authorized  to do
business in the state  where the  Premises  are  located  and  carrying a claims
paying  ability  rating  of at least  A-XII by A.M.  Best or A by  Standard  and
Poor's,  as  applicable,   and  with  the  exception  of  workers'  compensation
insurance,  shall name  Landlord as an  additional  insured as its  interest may
appear.  If the  Premises or any part  thereof  shall be damaged or destroyed by
Casualty,  and if the estimated cost of  rebuilding,  replacing or repairing the


                                       20
<PAGE>

same shall exceed the threshold set forth in Section  6.02(d),  Tenant  promptly
shall notify Landlord thereof.

                  (b) Every such  policy  provided  pursuant  to clause  (a)(i),
above  shall  bear a  mortgagee  endorsement  in  favor of any  mortgagee(s)  or
beneficiary(ies)  identified by Landlord  (whether one or more, the "Mortgagee")
under any mortgages,  deeds of trust or similar security  instruments creating a
lien on the  interest of  Landlord in the  Premises  (whether  one or more,  the
"Mortgage"),  and any loss over the threshold set forth in Section 6.02(d) under
any such policy shall be payable to the Mortgagee which has a first lien on such
interest  (if there is more than one first  Mortgagee,  then to the  trustee for
such Mortgagees) to be held and applied by Mortgagee toward restoration pursuant
to Section 6.02.  Every such policy with the exception of workers'  compensation
insurance, shall name the Mortgagee as an additional insured as its interest may
appear.  Every policy  referred to in  subsection  6.03(a) shall provide that it
will not be  cancelled  or  amended  except  after 30 days'  written  notice  to
Landlord and the  Mortgagee and that it shall not be  invalidated  by any act or
negligence of Landlord, Tenant or any person or entity having an interest in the
Premises,  nor by occupancy or use of the Premises for purposes  more  hazardous
than  permitted  by such policy,  nor by any  foreclosure  or other  proceedings
relating  to the  Premises,  nor by  change  in  title  to or  ownership  of the
Premises.  The "Proceeds Trustee" shall be a financial  institution  selected by
Landlord and reasonably approved by Tenant and may be the Mortgagee.

                  (c) Tenant shall  deliver to Landlord and  Mortgagee  (i) upon
request  copies  of the  applicable  insurance  policies  and (ii)  original  or
duplicate  certificates  of  insurance,  satisfactory  to Landlord and Mortgagee
evidencing the existence of all insurance  which is required to be maintained by
Tenant hereunder and payment of all premiums therefor,  such delivery to be made
(i) upon the  execution  and delivery  hereof and (ii) at least 10 days prior to
the expiration of any such insurance.  Tenant shall not obtain or carry separate
insurance  concurrent  in form or  contributing  in the  event of loss with that
required by this Section  6.03 unless  Landlord is named an  additional  insured
therein and unless there is a mortgagee  endorsement  in favor of Mortgagee with
loss  payable as provided  herein.  Tenant  shall  immediately  notify  Landlord
whenever any such  separate  insurance is obtained and shall deliver to Landlord
and Mortgagee the policies or  certificates  evidencing  the same. Any insurance
required  hereunder may be provided  under blanket  policies,  provided that the
Premises are specified therein.

                  (d)  The  requirements  of  this  Section  6.03  shall  not be
construed to negate or modify Tenant's obligations under Section 5.04.

                                  ARTICLE VII

           SECTION 7.01. CONDITIONAL LIMITATIONS; DEFAULT PROVISIONS.

               (a) Any of the following  occurrences or acts shall constitute an
Event of Default under this Lease:


                                       21
<PAGE>

                  (i) If Tenant shall (1) fail to pay any Basic Rent,  recurring
additional  rent or other  recurring  sum when due (except  for such  failure to
constitute an Event of Default  Landlord must provide  Tenant with ten (10) days
written  notice of  Tenant's  failure  to timely  pay such sums one time for any
twelve month period); or (2) fail to pay any other sum payable by it pursuant to
this Lease within thirty (30) days after written notice thereof;  or (3) fail to
observe or perform any other provision hereof and such nonmonetary failure shall
continue for 30 days after  written  notice to Tenant of such failure  (provided
that,  in the case of any such  failure  which cannot be cured by the payment of
money and cannot with  diligence be cured within such 30-day  period,  if Tenant
shall  commence  promptly to cure the same and  thereafter  prosecute the curing
thereof with diligence, the time within which such failure may be cured shall be
extended  for such period not to exceed 180 days as is necessary to complete the
curing thereof with diligence);

                  (ii) If any  representation or warranty of Tenant set forth in
any  certificate  provided by Tenant  pursuant to this Lease,  shall prove to be
incorrect  in any  material  adverse  respect as of the time when the same shall
have been made in a way adverse to Landlord and Landlord shall suffer a material
loss or material  detriment as a result  thereof,  and, in each case,  the facts
shall not be conformed to the representation and warranty as soon as practicable
in the circumstances (but in no event to exceed 30 days) after written notice to
Tenant from Landlord of such inaccuracy and Landlord restored to the position it
would have enjoyed had such representation or warranty been accurate at the time
it was made;

                  (iii) If Tenant  shall file a petition  in  bankruptcy  or for
reorganization  or for an  arrangement  pursuant  to any federal or state law or
shall be adjudicated a bankrupt or become  insolvent or shall make an assignment
for the benefit of creditors,  or if a petition  proposing the  adjudication  of
Tenant as a bankrupt  or its  reorganization  pursuant  to any  federal or state
bankruptcy  law or any similar  federal or state law shall be filed in any court
and Tenant shall consent to or acquiesce in the filing  thereof or such petition
shall not be discharged or denied within 90 days after the filing thereof;

                  (iv) If a receiver, trustee or conservator of Tenant or of all
or  substantially  all of the assets of Tenant or of the Premises or Tenant's or
estate therein shall be appointed in any proceeding brought by Tenant, or if any
such  receiver,  trustee or  conservator  shall be appointed  in any  proceeding
brought  against  Tenant and shall not be  discharged  within 90 days after such
appointment, or if Tenant shall consent to or acquiesce in such appointment;

                  (v)  If  the  Premises  shall  have  been  abandoned  and  not
maintained in the manner required  hereunder for a period of 10 consecutive days
after written notice of such from Landlord to Tenant; and

                  (vi) If a Letter of  Credit  has been  posted as the  Security
Deposit  or other  security  hereunder,  and the  issuer of the Letter of Credit
cancels,  terminates  or refuses to honor it, and Tenant shall fail to renew the
Letter of Credit within thirty (30) days or shall fail to post a cash equivalent
amount of the Letter of Credit or a  replacement  letter of credit within thirty
(30) days after notice of such cancellation, termination or refusal.


                                       22
<PAGE>

               (b) If an Event of Default shall have happened and be continuing,
Landlord shall have the right to give Tenant notice of Landlord's termination of
the Lease Term.  Upon the giving of such  notice,  the Lease Term and the estate
hereby  granted shall expire and terminate on such date as fully and  completely
and with the same  effect  as if such date  were the date  herein  fixed for the
expiration of the Lease Term,  and all rights of Tenant  hereunder  shall expire
and terminate, but Tenant shall remain liable as hereinafter provided.

               (c) If an Event of Default shall have happened and be continuing,
Landlord  shall have the  immediate  right,  whether or not the Lease Term shall
have been terminated  pursuant to subsection  7.01(b),  to reenter and repossess
the  Premises  and the right to remove all  persons  and  property  (subject  to
Section  3.02)  therefrom by summary  proceedings,  ejectment or any other legal
action or in any lawful manner Landlord determines to be necessary or desirable.
Landlord shall be under no liability by reason of any such reentry, repossession
or removal.  No such reentry,  repossession  or removal shall be construed as an
election  by  Landlord  to  terminate  the  Lease  Term  unless a notice of such
termination  is given to Tenant  pursuant to  subsection  7.01(b) or unless such
termination is decreed by a court.

               (d)  At  any  time  or  from  time  to  time   after  a  reentry,
repossession or removal pursuant to subsection 7.01(c), whether or not the Lease
Term shall have been  terminated  pursuant to subsection  7.01(b),  Landlord may
relet the Premises for the account of Tenant,  in the name of Tenant or Landlord
or  otherwise.  Landlord  may  collect  any  rents  payable  by  reason  of such
reletting. Landlord shall not be liable for any failure to relet the Premises or
for any failure to collect any rent due upon any such reletting. Notwithstanding
the  foregoing,  Landlord  agrees to make  reasonable  efforts to  mitigate  its
damages  under  this  Lease in the event  Tenant  actually  vacates  or  advises
Landlord that it is, as of a specified date, to vacate the Premises.  The phrase
"reasonable  efforts," as it relates to Landlord's  duty to attempt to relet the
Premises, shall require Landlord to do only the following: (i) notify Landlord's
management  company or broker,  if any,  in writing of the  availability  of the
Premises for reletting, (ii) post Landlord's leasing contact telephone number in
an  appropriate  area of the  Premises,  and  (iii)  show  the  Premises  to any
prospective  tenant  interested  in the Premises and to any  prospective  tenant
specifically  referred to Landlord by Tenant.  Under any requirement of Landlord
to use  "reasonable  efforts" as described  herein,  (i)  Landlord  shall not be
required to relet the Premises ahead of any other  properties in the same market
not  producing  any income to  Landlord;  (ii)  Landlord  shall be  entitled  to
consider tenant quality,  tenant-mix, the financial condition of any prospective
tenant,  the nature of the  Premises,  the  proposed  use of the Premises by any
prospective  tenant,  and any  rights  of  existing  subtenants  located  in the
Premises,  in making any leasing  decision without being deemed to have violated
its mitigation requirement hereunder; and (iii) under any new lease entered into
by Landlord,  Landlord may relet all or any portion of the Premises to create an
appropriate  block of space for a new tenant,  may relet for a greater or lesser
term than that  remaining  at that time under this Lease,  and may include  free
rent, concessions,  inducements, alterations and upgrades in the new lease. If a
reletting  occurs,  Landlord  shall  recoup  all of its  expenses  of  reletting
(including,   without   limitation,   all  expenses   relating  to   remodeling,
alterations, repairs, capital improvements, brokerage fees, decorating fees, and
fees for architects,  designers,  space planners and attorneys) before Tenant is
entitled to a credit on the damages owed by Tenant hereunder.  If Landlord shall
do all the foregoing then, anything in this Lease, or any statute, or common law


                                       23
<PAGE>

rule to the contrary  notwithstanding,  Landlord shall be deemed to have met its
duty (if any) to mitigate its damages hereunder.

               (e) No  expiration or  termination  of the Lease Term pursuant to
subsection  7.01(b),  by  operation  of  law  or  otherwise,   and  no  reentry,
repossession  or removal  pursuant to subsection  7.01(c) or  otherwise,  and no
reletting of the Premises  pursuant to subsection  7.01(d) or  otherwise,  shall
relieve Tenant of its liabilities and obligations hereunder,  all of which shall
survive  such  expiration,   termination,  reentry,  repossession,   removal  or
reletting.

               (f) In the event of any  expiration or  termination  of the Lease
Term or  reentry  or  repossession  of the  Premises  or  removal  of persons or
property  therefrom by reason of the  occurrence of an Event of Default,  Tenant
shall pay to Landlord all Basic Rent, additional rent and other sums required to
be paid by Tenant,  in each case to and including  the date of such  expiration,
termination,  reentry,  repossession or removal, and, thereafter,  Tenant shall,
until the end of what  would  have been the Lease  Term in the  absence  of such
expiration, termination, reentry, repossession or removal and whether or not the
Premises  shall have been  relet,  be liable to Landlord  for,  and shall pay to
Landlord,  as liquidated  and agreed  current  damages:  (i) all Basic Rent, all
additional rent and other sums which would be payable under this Lease by Tenant
in the absence of any such  expiration,  termination,  reentry,  repossession or
removal,  together with all  reasonable  and  customary  expenses of Landlord in
connection with such reletting (including,  without limitation, all repossession
costs,   brokerage   commissions,   reasonable   attorneys'  fees  and  expenses
(including,  without  limitation,  fees and expenses of appellate  proceedings),
employee's expenses,  alteration costs and expenses of necessary preparation for
such reletting),  less (ii) the net proceeds,  if any, of any reletting effected
for the account of Tenant pursuant to subsection 7.01(d).  Tenant shall pay such
liquidated  and  agreed  current  damages  on the dates on which  rent  would be
payable  under  this  Lease  in the  absence  of such  expiration,  termination,
reentry,  repossession or removal, and Landlord shall be entitled to recover the
same from Tenant on each such date.

               (g) At any time after any such  expiration or  termination of the
Lease Term or reentry or  repossession  of the Premises or removal of persons or
property  therefrom by reason of the occurrence of an Event of Default,  whether
or not Landlord shall have  collected any liquidated and agreed current  damages
pursuant to  subsection  7.01(f),  Landlord  shall be  entitled to recover  from
Tenant,  and Tenant shall pay to Landlord on demand,  as and for  liquidated and
agreed final  damages for  Tenant's  default and in lieu of all  liquidated  and
agreed  current  damages beyond the date of such demand (it being agreed that it
would be  impracticable or extremely  difficult to fix the actual  damages),  an
amount  equal to the  excess,  if any, of (a) the  aggregate  of all Basic Rent,
additional  rent and other sums which would be payable under this Lease, in each
case from the date of such demand (or, if it be earlier, to date to which Tenant
shall have satisfied in full its  obligations  under  subsection  7.01(f) to pay
liquidated  and agreed  current  damages)  for what would be the then  unexpired
Lease Term in the absence of such expiration, termination, reentry, repossession
or removal,  discounted  at the rate equal to the then  current  yield on United
States  Treasury Notes having a maturity as of the stated date for expiration of
the then existing Term of this Lease, plus 2% per annum (the "Reference  Rate"),
over (b) the then fair rental value of the Premises, discounted at the Reference
Rate for the same period.  If any law shall limit the amount of liquidated final


                                       24
<PAGE>

damages to less than the amount above agreed upon, Landlord shall be entitled to
the maximum amount allowable under such law.

               (h) To the  extent  the  same  may  lawfully  be  waived,  Tenant
expressly,  knowingly and voluntarily waives all  constitutional,  statutory and
common law bonding requirements,  including the requirement under Section 83.12,
Florida  Statutes (2003) that Landlord file a bond payable to Tenant in at least
double the sum demanded by Landlord (or double the value of the property  sought
to be  distrained),  it being the intention of the parties that no bond shall be
required to be filed by Landlord in any such  distress  action.  Tenant  further
waives the right  under  Section  83.14,  Florida  Statutes  (2003),  to replevy
distrained property.

           SECTION 7.02. BANKRUPTCY OR INSOLVENCY.

               (a) If Tenant shall become a debtor in a case filed under Chapter
7 or Chapter 11 of the Bankruptcy Code and Tenant or Tenant's trustee shall fail
to elect to assume this Lease  within 60 days after the filing of such  petition
or such additional time as provided by the court,  this Lease shall be deemed to
have  been  rejected.  Immediately  thereupon,  Landlord  shall be  entitled  to
possession  of the Premises  without  further  obligation  to Tenant or Tenant's
trustee,  and this Lease,  upon the election of Landlord,  shall terminate,  but
Landlord's right to be compensated for damages  (including,  without limitation,
liquidated  damages  pursuant to any  provision  hereof) or the  exercise of any
other remedies in any such proceeding  shall survive,  whether or not this Lease
shall be terminated.

               (b) Neither  the whole nor any  portion of  Tenant's  interest in
this Lease or its estate in the Premises  shall pass to any  trustee,  receiver,
conservator,  assignee  for the  benefit  of  creditors  or any other  person or
entity,  by  operation  of law or  otherwise  under the laws of any state having
jurisdiction  of the person or property of Tenant,  unless  Landlord  shall have
consented to such  transfer or such transfer is permitted  under this Lease.  No
acceptance  by Landlord  of rent or any other  payments  from any such  trustee,
receiver,  assignee,  person or other entity shall be deemed to constitute  such
consent  by  Landlord  nor shall it be deemed a waiver  of  Landlord's  right to
terminate  this Lease for any  transfer  of Tenant's  interest  under this Lease
without such consent.

               (c) In the event of an assignment of Tenant's  interests pursuant
to this Section 7.02,  the right of any assignee to extend the Lease Term for an
Extended  Term beyond the Primary Term or the then  Extended  Term of this Lease
shall be extinguished.

           SECTION 7.03. ADDITIONAL RIGHTS OF LANDLORD.

               (a) Except as provided in Section 7.01(g),  no right or remedy of
Landlord hereunder shall be exclusive of any other right or remedy, but shall be
cumulative  and in  addition to any other  right or remedy  hereunder  or now or
hereafter  existing.  Failure  to  insist  upon the  strict  performance  of any
provision  hereof or to exercise any option,  right,  power or remedy  contained
herein shall not constitute a waiver or  relinquishment  thereof for the future.
Receipt by  Landlord of any Basic Rent,  additional  rent or other sums  payable
hereunder  with  knowledge  of the  breach  of any  provision  hereof  shall not
constitute  waiver of such  breach,  and no waiver by Landlord of any  provision


                                       25
<PAGE>

hereof shall be deemed to have been made unless made in writing.  Landlord shall
be entitled to  injunctive  relief in case of the  violation,  or  attempted  or
threatened violation, of any of the provisions hereof, or to a decree compelling
performance of any of the provisions  hereof,  or to any other remedy allowed to
Landlord by law or equity.

               (b) Tenant hereby waives and  surrenders for itself and all those
claiming under it, including creditors of all kinds, (i) any right and privilege
which it or any of them may have to redeem the Premises or to have a continuance
of this Lease after  termination  of  Tenant's  right of  occupancy  by order or
judgment  of any court or by any legal  process  or writ,  or under the terms of
this Lease, or after the termination of the Lease Term as herein provided,  (ii)
the benefits of any law which exempts property from liability for debt and (iii)
any rights of redemption or reinstatement available by law or any successor law.

               (c) If an  Event of  Default  on the part of  Tenant  shall  have
occurred  hereunder  and be  continuing,  then,  without  thereby  waiving  such
default,  Landlord  may, but shall be under no  obligation  to, take all action,
including,   without  limitation,  entry  upon  the  Premises,  to  perform  the
obligation of Tenant hereunder immediately and without notice in the case of any
emergency as may be  reasonably  determined  by Landlord and upon five  business
days'  notice to Tenant in other  cases.  All  reasonable  expenses  incurred by
Landlord in connection therewith, including, without limitation, attorneys' fees
and expenses (including,  without limitation,  those incurred in connection with
any appellate  proceedings),  shall constitute  additional rent under this Lease
and shall be paid by Tenant to Landlord upon demand.

               (d) If Tenant  shall be in default in the  performance  of any of
its  obligations  under this Lease  beyond any  applicable  grace or cure period
hereunder, Tenant shall pay to Landlord, on demand, all customary and reasonable
expenses  incurred  by  Landlord  as  a  result  thereof,   including,   without
limitation,   reasonable  attorneys'  fees  and  expenses  (including,   without
limitation, those incurred in connection with any appellate proceedings) and any
additional  commercially  reasonable  sums  (including any late charge,  default
penalties,  interest and fees of the counsel of Landlord's  Mortgagee) which are
payable by  Landlord to its  Mortgagee  by reason of  Tenant's  late  payment or
non-payment of Basic Rent.

               (e) If  Tenant  shall  fail  to pay  when  due  any  Basic  Rent,
additional rent or other sum required to be paid by Tenant  hereunder,  Landlord
shall be entitled to collect from Tenant as additional rent and Tenant shall pay
to  Landlord,  in addition to such Basic Rent,  additional  rent or other sum, a
late payment charge on the delinquency  equal to the Late Rate from the date due
until paid. The Late Rate shall be interest on the past due amount at the lesser
of (i) that per annum  rate of  interest  which  exceeds  by two (2)  percentage
points the base rate most recently  announced by Citibank,  N.A.,  New York, New
York, as its Base Rate or (ii) the maximum rate permitted by applicable  law. In
addition to all other remedies  Landlord has hereunder,  if Tenant shall fail to
pay any Basic Rent,  additional  rent or other sum,  as and when  required to be
paid by Tenant  hereunder  prior to the  expiration  for the  period of  payment
pursuant to subsection 7.01(a)(i)(1), Landlord shall be entitled to collect from
Tenant, and Tenant shall pay to Landlord, as additional rent, an amount equal to
1% of the amount shown in the notice as unpaid.


                                       26
<PAGE>

                                  ARTICLE VIII

           SECTION 8.01.  NOTICES AND OTHER  INSTRUMENTS.  All notices,  offers,
consents and other  instruments given pursuant to this Lease shall be in writing
and shall be sufficient if sent by United States  Registered or Certified  Mail,
Return Receipt  Requested,  postage prepaid,  by recognized  overnight  delivery
service,  or by confirmed  facsimile to the address or facsimile  number of such
party  specified  below,  or to such other  address or facsimile  number as such
party shall have designated by similar written notice;  and such notice shall be
deemed to have been given as of the first to occur of (i) actual receipt thereof
as proven  by the  records  of the U.S.  Postal  Service,  the  private  courier
delivering same, or facsimile delivery  confirmation,  or (ii) the expiration of
three (3) days from the date postmarked on the envelope containing said notice.

           If to Landlord:        NL VENTURES IV CENTURION, L.P.
                                  c/o AIC Ventures
                                  8080 North Central Expwy - Suite 1080
                                  Dallas, TX 75206
                                  Attention:  Peter Carlsen
                                  Facsimile: (214) 363-4968

           With a copy to:        Fulbright & Jaworski L.L.P.
                                  300 Convent Street, Suite 2200
                                  San Antonio, Texas 78205
                                  Attention:  Heath D. Esterak
                                  Facsimile:  (210) 270-7205

           If to Tenant, to:      SuperStock, Inc.
                                  7660 Centurion Parkway
                                  Jacksonville, Florida 32256
                                  Attn:  Mr. Albert Pleus
                                  Facsimile (212) 898-9007

             with copy to:        Loeb & Loeb LLP
                                  345 Park Avenue
                                  New York, New York 10154

                                  Attn:  Lloyd Rothenberg
                                  Facsimile:  (212) 407-4990

                                  Attn:  Kenneth Freeman
                                  Facsimile:  (212) 407-4990

           Landlord and Tenant each may from time to time specify,  by giving 15
days' notice to each other party,  (i) any other address in the United States as
its  address for  purposes of this Lease and (ii) any other  person or entity in
the United  States that is to receive  copies of notices,  offers,  consents and
other instruments hereunder.


                                       27
<PAGE>

           SECTION 8.02 ESTOPPEL CERTIFICATES; FINANCIAL INFORMATION.

               (a) Tenant will,  upon 10 business  days'  written  notice at the
request of Landlord, execute,  acknowledge and deliver to Landlord a certificate
of Tenant,  stating that this Lease is  unmodified  and in full force and effect
(or,  if there  have been  modifications,  that this  Lease is in full force and
effect as modified,  and setting forth such modifications) and stating the dates
to which Basic Rent,  additional rent and other sums payable hereunder have been
paid and  either  stating  that to the  knowledge  of Tenant no  default  exists
hereunder or  specifying  each such default of which  Tenant has  knowledge  and
whether or not Tenant is still  occupying  and  operating  the Premises and such
other information as Landlord shall reasonably request. Any such certificate may
be relied  upon by any  actual or  prospective  mortgagee  or  purchaser  of the
Premises. Landlord will, upon 10 business days' written notice at the request of
Tenant,  execute,  acknowledge  and deliver to Tenant a certificate of Landlord,
stating that this Lease is unmodified and in full force and effect (or, if there
have  been  modifications,  that  this  Lease is in full  force  and  effect  as
modified,  and setting  forth such  modifications)  and the dates to which Basic
Rent,  additional  rent and other sums  payable  hereunder  have been paid,  and
either stating that to the knowledge of Landlord no default exists  hereunder or
specifying  each  such  default  of  which  Landlord  has  knowledge.  Any  such
certificate  may be relied upon by Tenant or any actual or prospective  assignee
or sublessee of the Premises.

               (b) If Tenant is a publicly  traded  company,  then Tenant  shall
deliver to Landlord  within  ninety (90) days of the close of each fiscal  year,
Tenant's Form 10-K, and within forty-five (45) days after the end of each of the
three  remaining  quarters  Tenant's  Form 10-Q,  in each case as filed with the
Securities and Exchange  Commission pursuant to the provisions of the Securities
Exchange  Act of 1934,  as  amended,  or any other  law,  unless  such items are
available through EDGAR. If Tenant is not a publicly traded company, then Tenant
shall  deliver to Landlord  within  ninety (90) days of the close of each fiscal
year, annual audited financial statements of Tenant (which, at a minimum,  shall
include a balance sheet of Tenant and its consolidated subsidiaries,  if any, as
of the end of such year,  a  statement  of profits  and losses of Tenant and its
consolidated  subsidiaries,  if any, for such year and a statement of cash flows
of Tenant and its  consolidated  subsidiaries,  if any,  for such year,  setting
forth in each case,  in  comparative  form,  the  corresponding  figures for the
preceding  fiscal  year in  reasonable  detail and scope)  prepared by a firm of
independent certified public accountants.  Tenant shall also furnish to Landlord
within  forty five (45) days after the end of each  quarter  unaudited  internal
financial  statements and all other  quarterly  reports of Tenant  (which,  at a
minimum,   shall  include  a  balance  sheet  of  Tenant  and  its  consolidated
subsidiaries,  if any, as of the end of such quarter and  statements  of profits
and  losses  of  Tenant  and its  consolidated  subsidiaries,  if any,  for such
quarter,  setting forth in each case, in  comparative  form,  the  corresponding
figures for the similar  quarter of the preceding year in reasonable  detail and
scope)  certified by Tenant's  chief  financial  officer.  All annual  financial
statements  shall be accompanied (i) by an opinion of said  accountants  stating
that (A) there are no  qualifications  as to the scope of the audit (or if there
are  qualifications,  the nature  thereof)  and (B) the audit was  performed  in
accordance  with  GAAP,  and  (ii) by the  affidavit  of the  president,  a vice
president,  or chief financial officer of Tenant,  dated within five (5) days of
the delivery of such  statement,  stating that (1) the affiant knows of no Event
of Default,  or event which,  upon notice or the passage of time or both,  would
become an Event of Default which has occurred and is continuing  hereunder,  or,
if any such event has  occurred  and is  continuing,  specifying  the nature and


                                       28
<PAGE>

period of existence thereof and what action Tenant has taken or proposes to take
with respect thereto and (2) except as otherwise specified in such affidavit, to
the best of such affiant's knowledge Tenant has fulfilled all of its obligations
under this Lease which are  required to be  fulfilled on or prior to the date of
such  affidavit.  Such  information  shall only be used by Landlord,  Landlord's
Mortgagee, and their agents. Such information will not be disclosed publicly.

               (c) Landlord and its agents and  designees  may from time to time
enter upon and examine the Premises and examine the records and books of account
and discuss the finances and  business  with the officers of the Tenant.  Tenant
shall provide the requesting  party with copies of any information to which such
party would be entitled in the course of a personal  visit.  Except in the event
of emergency, Tenant may designate an employee to accompany Landlord, its agents
and  designees  on such  examinations.  Tenant  will  provide,  upon  Landlord's
request, all information regarding the Premises,  including, but not limited to,
a current rent roll, an operating statement reflecting all income from subleases
and all  operating  expenses  for the  Premises.  Landlord  and its  agents  and
designees may from time to time enter upon and examine the Premises and show the
Premises to prospective mortgagees and/or purchasers.

                                   ARTICLE IX

           SECTION 9.01 NO MERGER.  There shall be no merger of this Lease or of
the  leasehold  estate  hereby  created  with the fee estate in the  Premises by
reason  of the  fact  that  the same  person  acquires  or  holds,  directly  or
indirectly,  this Lease or the leasehold  estate hereby  created or any interest
herein or in such leasehold estate, as well as the fee estate in the Premises or
any interest in such fee estate.

           SECTION 9.02  SURRENDER.  Upon the  expiration or termination of this
Lease,  Tenant  shall  surrender  the Premises to Landlord in as good repair and
condition as received under Section 2.01(a) except for any damage resulting from
Condemnation  or  Casualty  and for  normal  wear and tear  not  required  to be
repaired by Tenant.

           SECTION  9.03  SEPARABILITY;  BINDING  EFFECT;  GOVERNING  LAW.  Each
provision  hereof  shall be  separate  and  independent,  and the  breach of any
provision  by Landlord  shall not  discharge  or relieve  Tenant from any of its
obligations  hereunder.  Each  provision  hereof  shall  be valid  and  shall be
enforceable to the extent not prohibited by law. If any provision  hereof or the
application thereof to any person or circumstance shall to any extent be invalid
or unenforceable,  the remaining  provisions  hereof, or the application of such
provision to persons or circumstances other than those as to which it is invalid
or  unenforceable,  shall not be affected thereby.  All provisions  contained in
this Lease shall be binding upon,  inure to the benefit of and be enforceable by
the  successors  and  assigns  of  Landlord  to the same  extent as if each such
successor and assign were named as a party hereto.  All provisions  contained in
this Lease shall be binding upon the  successors and assigns of Tenant and shall
inure to the  benefit of and be  enforceable  by the  permitted  successors  and
assigns  of  Tenant in each case to the same  extent  as if each  successor  and
assign  were  named as a party  hereto.  This  Lease  shall be  governed  by and
interpreted  in accordance  with the laws of the state in which the Premises are
located.


                                       29
<PAGE>

           SECTION 9.04 TABLE OF CONTENTS AND HEADINGS; INTERNAL REFERENCES. The
table of contents  and the  headings of the various  paragraphs  and exhibits of
this Lease have been  inserted  for  reference  only and shall not to any extent
have the effect of modifying  the express  terms and  provisions  of this Lease.
Unless  stated to the  contrary,  any  references  to any  Section,  subsection,
Exhibit and the like contained herein are to the respective Section, subsection,
Exhibit and the like of this Lease.

           SECTION 9.05 COUNTERPARTS.  This Lease may be executed in two or more
counterparts and shall be deemed to have become effective when and only when one
or more of such counterparts shall have been executed by or on behalf of each of
the  parties  hereto  (although  it  shall  not be  necessary  that  any  single
counterpart be executed by or on behalf of each of the parties  hereto,  and all
such counterparts shall be deemed to constitute but one and the same instrument)
and shall have been delivered by each of the parties to the other.

           SECTION 9.06 LANDLORD'S  LIABILITY.  Notwithstanding  anything to the
contrary provided in this Lease, it is specifically  understood and agreed, such
agreement  being a primary  consideration  for the  execution  of this  Lease by
Landlord,  that there shall be absolutely  no personal  liability on the part of
any  partner,   director,  member,  officer  or  shareholder  of  Landlord,  its
successors or assigns with respect to any of the terms, covenants and conditions
of this Lease, and any liability on the part of Landlord shall be limited solely
to the Premises and the proceeds  thereof,  such as insurance  and  condemnation
proceeds, such exculpation of liability to otherwise be absolute and without any
exception whatsoever.

           SECTION  9.07  AMENDMENTS  AND  MODIFICATIONS.  Except  as  expressly
provided  herein,  this  Lease may not be  modified  or  terminated  except by a
writing signed by Landlord and Tenant.

           SECTION 9.08 ADDITIONAL RENT. All amounts other than Basic Rent which
Tenant is required to pay or  discharge  pursuant to this Lease,  including  the
charge provided for by Section 7.03(e) hereof, shall constitute  additional rent
which shall include,  but not be limited to all reasonable costs and expenses of
Tenant and Landlord which are incurred in connection or associated  with (A) the
use,  occupancy,   possession,   operation,   condition,  design,  construction,
maintenance,  alteration,  repair or restoration of any of the Premises, (B) the
performance  of  any  of  Tenant's   obligations   under  this  Lease,  (C)  the
prosecution,  defense or settlement of any litigation involving the arising from
any of the  Premises  or  this  Lease,  (D) the  enforcement  by  Landlord,  its
successors and assigns,  of any of its right under this Lease, (E) any amendment
to or  modification  of this Lease made at the  request of Tenant,  (F) costs of
Landlord's  counsel  incurred in connection  with any act undertaken by Landlord
(or its counsel) at the request of Tenant,  or incurred in  connection  with any
act of Landlord performed on behalf of Tenant pursuant to this Lease.

           SECTION 9.09 CONSENT OF LANDLORD. Except as specifically set forth in
this Lease,  all consents and  approvals to be granted by Landlord  shall not be
unreasonably  withheld or delayed, and Tenant's sole remedy against Landlord for
the  failure to grant any  consent  shall be to seek  injunctive  relief  unless
Landlord  acted in bad faith.  In no  circumstance  will  Tenant be  entitled to
damages  with  respect to the failure to grant any  consent or  approval  unless
Landlord acted in bad faith.


                                       30
<PAGE>

           SECTION 9.10 QUIET  ENJOYMENT.  Landlord agrees that,  subject to the
rights of Landlord  under this Lease,  Tenant  shall hold and enjoy the Premises
during the term of this Lease,  free from any  hindrance  or  interference  from
Landlord or any party claiming by, through or under Landlord.

           SECTION 9.11 HOLDING  OVER.  If Tenant  remains in  possession of the
Premises, or any part thereof,  after the expiration or other termination of the
Lease Term, without  Landlord's express written consent,  Tenant shall be guilty
of an unlawful  detention  of the  Premises  and shall be liable to Landlord for
damages for use of the Premises during the period of such unlawful  detention at
a rate  equal to 150% of the Basic  Rent and all other  amounts  which  would be
payable during the Term hereof.

           SECTION 9.12  FINANCING.  If Landlord  desires to obtain or refinance
any loan,  Tenant shall,  at Landlord's  expense,  execute any and all documents
that such  Mortgagee  reasonably  requires in  connection  with such  financing,
including any subordination, non-disturbance and attornment agreement ("SNDA" or
"Subordination,  Non-Disturbance and Attornment Agreement"), so long as the same
do not  adversely  affect any right,  benefit or  privilege of Tenant under this
Lease or increase Tenant's obligations under this Lease.

           SECTION   9.13   SUBORDINATION,   NON-DISTURBANCE   AND   ATTORNMENT.
Notwithstanding  anything to the contrary in this Lease, this Lease and Tenant's
interest hereunder shall be subject, subordinate and inferior to any mortgage or
other security instrument granted or entered into by Landlord in connection with
the loan by which Landlord  acquired the Premises from Tenant,  and any mortgage
or other security instrument hereafter placed upon the Premises by Landlord, and
to any and all advances made or to be made thereunder,  to the interest thereon,
and all renewals,  replacements and extensions  thereof,  provided that any such
mortgage (or a separate  SNDA entered into between  Tenant and the  Mortgagee in
whose favor such mortgage was granted) shall provide for the recognition of this
Lease and all  Tenant's  rights  hereunder  unless and until an Event of Default
exists and Landlord shall have the right to terminate this Lease pursuant to any
applicable provision hereof.

           SECTION 9.14  DISCLAIMER OF PURCHASE  RIGHTS.  Except for the limited
rights  of  Tenant to  acquire  title to the  Premises  in  accordance  with the
provisions  of  Sections  6.02(b)  and 9.21  hereof,  nothing  in this  Lease is
intended or shall operate to grant to Tenant any right of first  refusal,  right
of first  offer,  purchase  option,  or similar  right to elect to  purchase  or
acquire the Premises of any portion thereof,  and Tenant hereby expressly waives
any and all such rights.

           SECTION  9.15  SECURITY  DEPOSIT.  Tenant will deposit or cause to be
deposited with Landlord or Landlord's  Mortgagee,  as Landlord shall  designate,
(a) on or before the date  hereof,  Five  Hundred  and Ten  Thousand  and No/100
Dollars ($510,000.00), and (b) on the first day of each October, January, April,
and July beginning on October 1, 2004 up to and including  July 1, 2006,  Thirty
Thousand and No/100 Dollars ($30,000.00), for a total of Seven Hundred and Fifty
Thousand and No/100 Dollars  ($750,000.00) as a "Security  Deposit" for its full
and  faithful  performance  of the  terms  of this  Lease,  it  being  expressly
understood that such Security Deposit shall not be considered an advance payment
of any Basic Rent,  additional  rent or other sums payable under this Lease or a
measure of  Landlord's  damages in case of an Event of Default.  Payment of said


                                       31
<PAGE>

Security  Deposit shall be satisfied by Tenant's  deposit of cash or a Letter of
Credit in said amounts.  Tenant shall have the right to freely  substitute  cash
for a Letter of Credit or vice versa, and if paid in cash, such Security Deposit
shall be held in an interest  bearing account  bearing  interest at no less than
money  market  rates.  Any  interest  earned  shall  be paid to  Tenant  on each
anniversary of the date hereof, so long as there is no uncured Event of Default.
If Landlord  transfers  its interest in the Premises  during the Lease Term to a
transferee who assumes Landlord's obligations hereunder and to whom the Security
Deposit  is  transferred,  Landlord  may  assign  the  Security  Deposit  to the
transferee  and,  thereafter,  Landlord shall have no further  liability for the
return of such Security Deposit to Tenant.  For the purposes herein,  "Letter of
Credit" shall mean an irrevocable standby letter of credit issued to Landlord by
a financially sound national banking  association or state chartered bank having
assets in excess of  $50,000,000,000  and  otherwise  reasonably  acceptable  to
Landlord,  the proceeds of which shall be available to Landlord without the need
for Landlord to satisfy any  requirements  or conditions  whatsoever  other than
delivery of (a) the original Letter of Credit along with Landlord's  sight draft
to the issuing  institution  with reference to the appropriate  letter of credit
number for the Letter of Credit,  as set forth therein and (b) (i) a certificate
signed by  Landlord  certifying  that an Event of Default  has  occurred  and is
continuing under the Lease, or (ii) a certificate signed by Landlord  certifying
that  Tenant has failed to renew the Letter of Credit at least  thirty (30) days
prior to its stated  expiration date. The Letter of Credit shall be valid for an
initial  period of one (1) year from and after the date of its issuance  and, by
its  express  terms,  shall  provide  (i) that its term shall  automatically  be
extended for  successive  one (1) year periods  unless at least thirty (30) days
prior to the  expiration of the initial one year term or any one year  extension
(as applicable) the issuer provides  Landlord with written  notification that it
will not be  extended,  and (ii) that  Landlord  may assign  (whether  by way of
outright or  collateral  assignment)  all or any portion of its  interest in the
Letter of Credit to Landlord's Mortgagee or any other person (including, without
limitation, any third party purchaser).

           SECTION 9.16  GUARANTY.  Simultaneously  with the  execution  hereof,
Tenant  shall cause a21,  Inc., a Texas  corporation,  to execute and deliver to
Landlord  that  certain  Guaranty of Lease  substantially  in the form  attached
hereto as Exhibit E and made a part hereof for all purposes.

           SECTION 9.17  TENANT'S  FINANCIAL  COVENANTS  AND RELEASE OF SECURITY
DEPOSIT. On August 15, 2005 ("First Review Date") and on each anniversary of the
First Review Date thereafter, if (i) Tenant is profitable on a GAAP basis (i.e.,
GAAP net income  greater than zero per Tenant's  form 10-K's and 10-Q's) for the
year  immediately  prior to the First  Review Date or  anniversary  thereof,  as
applicable, and for three of such year's four quarters; and (ii) Tenant then has
a  Tangible  Net Worth in excess of $6  million,  then  Landlord  shall  release
$100,000 of the Security  Deposit each year Tenant meets such criteria.  For the
purposes of this Lease and the Guaranty,  "Tangible Net Worth" shall mean at any
date Tenant's total  stockholders'  equity as shown on Tenant's most recent form
10-K's  and  10-Q's,  less,  if Tenant is not  public,  any amount  reported  as
goodwill,  all as determined  in accordance  with GAAP.  This  potential  annual
reduction  of the Security  Deposit  will  continue so long as there is no prior
uncured  Event of  Default  and until  such time that the  Security  Deposit  is
reduced to $300,000.  Notwithstanding the foregoing,  Landlord agrees to release
all of the  Security  Deposit (and there shall be no further  requirement  for a
Security  Deposit) once Tenant attains (i) an investment credit rating of BBB(-)
or  better,  and  (ii)  has a  Tangible  Net  Worth  equal  to or  greater  than
$20,000,000.  If at any time  Tenant  is not a  publicly  traded  company,  then
Tangible Net Worth shall be  determined  based on Tenant's  most recent  audited
financial reports.


                                       32
<PAGE>

           SECTION 9.18 FAIR MARKET VALUE.

               (a)  Whenever a  determination  of Fair Market  Value is required
pursuant  to any  provision  of this  Lease,  such Fair  Market  Value  shall be
determined in accordance with the following procedures:

                  (i) Landlord and Tenant shall endeavor to agree upon such Fair
Market Value within  fifteen  (15) days after the date (the  "Initial  Date") on
which Tenant provides Landlord with the Notice of Intention  pursuant to Section
6.02(b).  Upon reaching any such agreement,  the parties shall execute a written
agreement setting forth the amount of such Fair Market Value.

                  (ii) If the  parties  shall  not have  signed  such  agreement
within fifteen (15) days after the Initial Date, Tenant shall within twenty (20)
days after the Initial Date select an appraiser  and notify  Landlord in writing
of the name, address and qualifications of such appraiser.  Within five (5) days
following  Landlord's  receipt of Tenant's  notice of the appraiser  selected by
Tenant,  Landlord  shall  select an  appraiser  and  notify  Tenant of the name,
address and qualifications of such appraiser. Such two appraisers shall endeavor
to agree upon Fair  Market  Value based on a written  appraisal  made by each of
them (and given to Landlord by Tenant).  If such two (2) appraisers  shall agree
upon a Fair  Market  Value,  the amount of such Fair  Market  Value as so agreed
shall be binding and conclusive upon Landlord and Tenant.

                  (iii) If such two (2) appraisers shall be unable to agree upon
a Fair Market Value within  twenty (20) days after the selection of an appraiser
by Landlord,  then such  appraisers  shall  advise  Landlord and Tenant of their
respective  determination  of Fair Market  Value and shall  select a third (3rd)
appraiser to make the  determination  of Fair Market Value. The selection of the
third (3rd) appraiser shall be binding and conclusive upon Landlord and Tenant.

                  (iv) If such two (2) appraisers  shall be unable to agree upon
the  designation  of a third  (3rd)  appraiser  within  ten (10) days  after the
expiration of the twenty (20) day period  referred to in clause (iii) above,  or
if such third (3rd) appraiser does not make a determination of Fair Market Value
within twenty (20) days after his selection,  then such third (3rd) appraiser or
a substituted  third (3rd)  appraiser,  as applicable,  shall, at the request of
either party hereto,  be appointed by the seniormost  judge of the United States
District Court, with  jurisdiction over the Premises.  The determination of Fair
Market Value made by the third (3rd) appraiser  appointed  pursuant hereto shall
be made within twenty (20) days after such appointment.

                  (v) If a third (3rd) appraiser is selected,  Fair Market Value
shall be the average of the determination of Fair Market Value made by the third
(3rd) appraiser and the determination of Fair Market Value made by the appraiser
(selected pursuant to Section  9.18(a)(ii)  hereof) whose  determination of Fair
Market Value is nearest to that of the third (3rd) appraiser. Such average shall
be binding and conclusive upon Landlord and Tenant.


                                       33
<PAGE>

                  (vi) All  appraisers  selected or  appointed  pursuant to this
Section 9.18(a) shall (A) be independent  qualified MAI appraisers,  (B) have no
right,  power or authority to alter or modify the provisions of this Lease,  and
(C) be registered  in the State of Florida if the State of Florida  provides for
or requires  such  registration.  The cost of the  procedure  described  in this
Section 9.18(a) shall be borne by Tenant.

                     (vii) In determining Fair Market Value the appraisers shall
disregard capital improvements paid for by Tenant during the Term.

               (b)  If,  by  virtue  of any  delay,  Fair  Market  Value  is not
determined by the date set for closing, then the date on which the closing shall
be held shall be extended as reasonably necessary.

           SECTION  9.19 SHORT FORM  MEMORANDUM  OF LEASE.  Upon  Landlord's  or
Tenant's  request,  the parties shall record a "short form"  Memorandum of Lease
identifying  the Term  granted to Tenant by this  Lease,  and any other terms to
which the parties may agree.  Any recording costs associated with the memorandum
or short form of this Lease  shall be borne by Tenant.  Upon the  expiration  or
earlier  termination of the Lease,  Tenant shall promptly execute and deliver to
Landlord an instrument,  in recordable  form,  wherein Tenant  acknowledges  the
expiration or earlier termination of the Lease.

           SECTION  9.20  LIMITATION  ON  DAMAGES.   Notwithstanding  any  other
provision  to the  contrary  set forth in this Lease,  no party  hereto shall be
liable to any other party  hereto for any  incidental,  consequential,  special,
exemplary or punitive  damages  arising out of or in connection with this Lease,
regardless  of whether the  breaching  or  defaulting  party knew or should have
known of the  possibility  of such damages,  and without regard to the nature of
the claim or the  underlying  theory or cause of action,  and each party  hereby
waives its right to all such remedies and damages.

           SECTION  9.21 RIGHT OF FIRST OFFER.  Prior to marketing  the Premises
for sale,  Landlord  shall give Tenant  written notice of its desire to sell the
Premises,  and shall grant Tenant thirty (30) days from the date of such written
notice to make an offer for the purchase of the  Premises (if Tenant  desires to
do so),  which offer  Landlord may accept or reject in its sole  discretion.  If
Landlord does not receive Tenant's written offer on or before expiration of such
thirty (30) day period, then Landlord shall be free to market,  contract for and
ultimately sell the Premises without liability or obligation to Tenant.

           SECTION  9.22  RADON  GAS  DISCLOSURE.  Florida  Statutes  404.056(5)
requires the following statement: 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.

           SECTION 9.23 LANDLORD'S ENTRY ONTO PREMISES. Landlord, and its agents
and  designees,  have the right to enter upon the Premises at various  times and
under various circumstances under this Lease,  including the rights of entry set


                                       34
<PAGE>

forth in Sections 2.01(a), 5.06(c), and 8.02(c). Notwithstanding anything herein
to the  contrary,  Landlord  hereby  agrees  that  any such  entry  shall be (i)
conditioned  upon Landlord  giving  Tenant  reasonable  prior  notice,  and (ii)
conducted at reasonable  times during normal business hours (except in the event
of an emergency,  in which case no notice shall be required and no limitation as
to time for entry  shall be  applicable).  Landlord  shall also take  reasonable
measures to minimize  interference  with  Tenant's  operations,  shall  maintain
adequate liability  insurance during any such entry, and shall repair any damage
to the Premises directly caused by Landlord.


            [Signatures of Landlord and Tenant Follow on Next Pages]



                                       35
<PAGE>


           IN WITNESS  WHEREOF,  the parties hereto have caused this Lease to be
executed as of the date first above written.

                                   NL VENTURES IV CENTURION, L.P.
Date: June 30, 2004
                                        By: NL Ventures IV Centurion Management,
                                        L.L.C., its sole General Partner

                                        By: /s/ Peter S. Carlsen
                                           -------------------------------------
                                        Name:   Peter S. Carlsen
                                        Title:  President




                                       36
<PAGE>


           IN WITNESS  WHEREOF,  the parties hereto have caused this Lease to be
executed as of the date first above written.

                                  TENANT:

                                  SUPERSTOCK, INC., a Florida corporation
Date: June 30, 2004


                                  By: /s/ Haim Ariav
                                      -----------------------------------------
                                  Name:   Haim Ariav
                                       ----------------------------------------
                                  Title:  President and Chief Operating Officer
                                        ---------------------------------------



                                       37
<PAGE>

                                    EXHIBIT A

                                LEGAL DESCRIPTION


A portion of Section 13, Township 3 South, Range 27 East, Duval County, Florida,
together  with a portion of Tract B,  Deerwood  Park South,  as recorded in Plat
Book 49,  Pages  29 and 29A of the  Current  Public  Records  of  Duval  County,
Florida,  all being  more  particularly  described  as  follows:  For a point of
beginning,  commence at the northerly  most corner of said Tract B; thence north
44(degree)57'50"  east, along the  southeasterly  right of way line of Centurion
Court (a variable  width right of way as now  established),  a distance of 54.36
feet to the point of curvature of a curve to the left,  said curve being concave
to the  northwest,  having a  radius  of  150.00  feet  and a  central  angle of
35(degree)15'55";  thence  northeasterly,  along said southeasterly right of way
line and around the arc of said curve, a distance of 92.32 feet,  said arc being
subtended  by a chord  which bears north  27(degree)19'52"  east,  a distance of
90.87  feet  to the  point  of  reverse  curvature  of a  curve  concave  to the
southeast,   having  a   radius   of  30.00   feet  and  a   central   angle  of
89(degree)57'36"; thence northeasterly, around the arc of said curve, a distance
of 47.10 feet to its point of tangency with the  southerly  right of way line of
Centurion  Parkway,  as now  established for a width of 100 feet, said arc being
subtended  by a chord  which bears north  54(degree)40'43"  east,  a distance of
42.41 feet;  thence along said southerly right of way line of Centurion  Parkway
and around the arc of a curve lying concave to the northeast, having a radius of
765.00  feet and a central  angle of  10(degree)22'01",  for an arc  distance of
138.42 feet to the point of tangency of said curve,  said arc being subtended by
a chord which  bears south  85(degree)31'30"  east,  a distance of 138.23  feet;
thence on a tangent bearing of north 89(degree)17'30" east, along said southerly
right of way line and along the easterly prolongation thereof, for a distance of
116.05  feet;  thence  south  00(degree)42'30"  east, a distance of 171.73 feet;
thence  north  89(degree)17'30"  east,  a distance  of 4.61 feet;  thence  south
08(degree)29'56"  west, a distance of 62.94 feet; thence south  46(degree)39'35"
west, a distance of 188.30 feet; thence south  45(degree)02'10" east, a distance
of  75.13  feet to the  easterly  most  corner  of said  Tract B;  thence  south
48(degree)10'44"  west along the southeasterly  line of said Tract B, a distance
of 182.85 feet; thence south  89(degree)17'30"  west, a distance of 225.97 feet;
thence  north   45(degree)02'10"  west,  a  distance  of  230.72  feet  to  said
southeasterly   right   of  way   line  of   Centurion   Court;   thence   north
44(degree)57'50"  east along said southeasterly right of way line, a distance of
344.21  feet to the  point of  beginning;  being  the same  lands  described  as
Exhibits A and C in Official Records Volume 8576, Page 1908.


<PAGE>

                                    EXHIBIT B

                              PERMITTED EXCEPTIONS


1.       Zoning  regulations  and  ordinances  which  are  not  violated  by the
         existing structures or present use thereof.

2.       The following:

         a. Notice of Development  Order recorded in Official Records Book 6408,
         page 118; as modified by  Restatement  of the  Protective  Covenants of
         Deerwood Park recorded in Official  Records Book 6575, page 2276 (which
         Restatement completely restates and amends certain protective covenants
         recorded in Official Records Book 6087, page 1669 of the current public
         records  of  Duval  County,  Florida);  as  amended  by  Supplement  to
         Protective  Covenants recorded in Official Records Book 6575, page 2305
         and  Designation of Successor  Developer  recorded in Official  Records
         Book 6575,  page 2312, as also modified by  Allocations  of Development
         Rights  recorded  in  Official  Records  Book 6575,  page 2315,  and in
         Official  Records Book 6576,  page 2376,  and in Official  Records Book
         6863,  page 543, and in Official  Records Book 7029,  page 1243, and in
         Official  Records Book 7068,  page 1896,  and in Official  Records Book
         7068,  page 1908 and in Official  Records  Book 7350,  page 122, and in
         Official  Records  Book 7362,  page 750,  and in Official  Records Book
         7458,  page 1990, and in Official  Records Book 7653, page 1383, and in
         Official  Records  Book 7852,  page 673,  and in Official  Records Book
         8032,  page 1204, and in Official  Records Book 8085, page 1997, and in
         Official  Records Book 8184,  page 2096,  which  Allocations  have been
         modified  by Official  Records  Book 7588,  page 1639,  and in Official
         Records  Book 7653,  page 1358,  and  modified  by First  Amendment  to
         Supplement to Protective  Covenants  recorded in Official  Records Book
         6863, page 539, and further modified by First Declaration of Conversion
         recorded  in  Official   Records  Book  6863,   page  541,  and  Second
         Declaration  of Conversion of Development  Rights  recorded in Official
         Records Book 7362,  page 730, and by Third  Declaration  of  Conversion
         recorded  in  Official   Records  Book  7653,  page  1362,  and  Fourth
         Declaration of Conversion  recorded in Official Records Book 8032, page
         1194, and further  modified by Variation to Building Site  Requirements
         recorded  in  Official  Records  Book 7012,  page 1849 and  modified by
         Approval of Plans in Official  Records Book 7343, page 254, and further
         modified by First  Amendment to  Restatement  of  Protective  Covenants
         recorded in Official  Records Book 7362,  page 739, and further amended
         by Amendment  No. 1 to Lake  Easement  Agreement,  et al.,  recorded in
         Official  Records  Book 7029,  page 1224,  as modified  by  Seventeenth
         Allocation of  Development  Rights - Deerwood Park recorded in Official
         Records Book 8576, page 1916, and further modified by Consent and Grant
         to User recorded in Official  Records Book 7448,  page 768 and modified
         by Option Agreement  recorded in Official Records Book 7653, page 1390,
         all of the current  public records of Duval County,  Florida  (deleting
         therefrom any  restrictions  indicating any  preference,  limitation or
         discrimination based on race, color, religion, sex, handicap,  familial
         status or national origin).

<PAGE>

         b. Restrictive Covenant regarding the Development Order set forth under
         Item 2 of Exhibit B in that certain  Special  Warranty Deed dated March
         20, 1997 and recorded in Official  Records Book 8576,  page 1908 of the
         current public records of Duval County, Florida.

         c. Grant of Easement from  Southside  Utilities,  Inc. to Southern Bell
         Telephone and Telegraph Company recorded in Official Records Book 6897,
         page 781, of the current public records of Duval County, Florida.

         d. Grant of Easement from  Southside  Utilities,  Inc. to  Jacksonville
         Electric Authority recorded in Official Records Book 6936, page 339, of
         the current public records of Duval County, Florida.

         e. Easement between G.L. National,  Inc. and Southside Utilities,  Inc.
         and Jacksonville Electric Authority,  recorded in Official Records Book
         6936, page 346, of the current public records of Duval County, Florida.

         f. Grant of  Easement  from  Southside  Utilities,  Inc.  to  Southside
         Utilities,  Inc.  recorded in Official Records Book 6971, page 1120, of
         the current public records of Duval County, Florida.

         g.  Declaration  of Easement  (for  stormwater  drainage),  recorded in
         Official  Records  Book 7362,  page 762 and modified by  Relocation  of
         Easement  recorded in Official  Records  book 7627,  page 1261,  of the
         current public records of Duval County, Florida.

         h.  Reservations of Easements as reserved in that certain Warranty Deed
         dated  November  16, 1992 and  recorded in Official  Records Book 7458,
         page 1978, of the current public records of Duval County, Florida.

         i.  Easement  granted  in favor  of City of  Jacksonville  recorded  in
         Official Records Book 7643, page 2365, of the current public records of
         Duval County, Florida.

         j. Adoption and Dedication as shown on the plat of Deerwood Park South,
         recorded  in Plat  Book  49,  pages  29 and 29A of the  current  public
         records of Duval County, Florida.

         k. The following matters as shown on the Plat of Deerwood Park South:

                  (1) A 7.5 by 30-foot JEA easement along a northerly portion of
                  the front property line.

                  (2) A 10 by 20-foot JEA easement along a northerly  portion of
                  the front property line.

<PAGE>

                                     EXHIBIT C

                                BASIC RENT SCHEDULE


                                    INTERIM TERM


                              June 30, 2004 $2,083.00


                              PRIMARY TERM (PER MONTH)


                                 Year  1 $62,500.00
                                 Year  2 $63,750.00
                                 Year  3 $65,025.00
                                 Year  4 $66,326.00
                                 Year  5 $67,652.00
                                 Year  6 $69,343.00
                                 Year  7 $71,077.00
                                 Year  8 $72,854.00
                                 Year  9 $74,675.00
                                 Year 10 $76,542.00
                                 Year 11 $78,456.00
                                 Year 12 $80,417.00
                                 Year 13 $82,428.00
                                 Year 14 $84,488.00
                                 Year 15 $86,600.00
                                 Year 16 $88,765.00
                                 Year 17 $90,984.00
                                 Year 18 $93,259.00
                                 Year 19 $95,590.00
                                 Year 20 $97,980.00

<PAGE>

                          FIRST EXTENDED TERM (PER MONTH)


                                Year 21 $100,430.00
                                Year 22 $102,941.00
                                Year 23 $105,514.00
                                Year 24 $108,152.00
                                Year 25 $110,856.00


                          SECOND EXTENDED TERM (PER MONTH)


                                Year 26 $113,627.00
                                Year 27 $116,468.00
                                Year 28 $119,379.00
                                Year 29 $122,364.00
                                Year 30 $125,423.00


<PAGE>

                                    EXHIBIT D

                               SEVERABLE PROPERTY


           All  apparatus,   personal  property,   trade  fixtures,   inventory,
equipment, machinery, fittings, furniture,  furnishings,  chattel, materials and
supplies located on and used in, or related to Tenant's business, including, but
not limited to, mainframe computers, kitchen equipment and telephone and similar
systems and articles of personal  property of every kind and nature  whatsoever,
and  any  additions,  replacements,  accessions  and  substitutions  thereto  or
therefor, and all proceeds of all of the foregoing.


<PAGE>

                                    EXHIBIT E

                                GUARANTY OF LEASE

           THIS GUARANTY OF LEASE ("Guaranty") is made and given effective as of
_______________, by _______________________ ("Guarantor").


                                    RECITALS

           A.  NL  Ventures   _____________________,   L.P.,  a  Texas   limited
partnership  ("Landlord"),   proposes  to  purchase  real  property  located  in
_____________________,  being more particularly  described in Exhibit A attached
hereto and made a part hereof for all purposes,  together with all  improvements
thereon  and all  appurtenances  thereto  (collectively,  the  "Property")  from
____________________________________  ("Tenant"),  and to immediately  lease the
Property back to Tenant  pursuant to that certain Lease  Agreement dated of even
date  herewith  by and  between  Landlord  and Tenant  (the  "Lease"),  to which
reference is here made for all of the terms and provisions thereof.

           B.  Landlord is  unwilling to purchase the Property or enter into the
Lease with Tenant  unless  Guarantor  executes  and  delivers  to Landlord  this
Guaranty;  therefore,  Guarantor executes and delivers this Guaranty to Landlord
in order to induce Landlord to purchase the Property and to enter into the Lease
with Tenant.

           C. Guarantor has received a copy of the Lease, has examined the Lease
and is  familiar  with all of the  terms,  covenants  and  provisions  contained
therein.  Capitalized  terms used herein and not otherwise  defined herein shall
have the meanings assigned to them in the Lease.


                                   AGREEMENTS

           NOW,  THEREFORE,  in  consideration  of the  foregoing and in further
consideration  of the sum of TEN and NO/100 DOLLARS  ($10.00) paid to Guarantor,
the receipt and sufficiency of which are hereby expressly acknowledged,  and for
other good and valuable consideration,  Guarantor hereby agrees with Landlord as
follows:

1.  Guarantor  unconditionally  guarantees  the  payment  of  all  sums,  costs,
expenses, charges, payments and deposits (including sums payable as damages upon
a default  under the Lease)  which are at any time  payable by Tenant  under the
Lease in accordance  with the Lease,  and the  performance  of each covenant and
condition  of the  Lease to be  performed  or  observed  by  Tenant  (all of the
foregoing  are  sometimes  herein  collectively  referred to as the  "Guaranteed
Obligations").

2. This  Guaranty is an  unconditional,  irrevocable  and absolute  guarantee of
payment and performance.  If for any reason any provision of the Lease shall not
be  faithfully  performed or observed by Tenant as required  thereby,  or if the

<PAGE>

rental or any other sums, costs, expenses, charges, payments or deposits, or any
part  thereof,  payable under the Lease shall not be paid when due in accordance
with the provisions of the Lease,  subject to any applicable  notice,  grace and
cure  periods,  Guarantor  will  promptly  perform  or  observe,  or  cause  the
performance or observance of each such provision,  and will immediately pay such
rental or other sums, costs,  expenses,  charges,  payments or deposits then due
and payable to the entity  entitled  thereto  pursuant to the  provisions of the
Lease.  Guarantor  also agrees to pay to such  entity the costs and  expenses of
collecting any such rental or any other sum, cost, expense,  charge,  payment or
deposit at any time payable by Tenant under the Lease.  Landlord  shall have the
right to  enforce  this  Guaranty  regardless  of the  receipt  by  Landlord  of
additional  security or the enforcement of any remedies against such security or
the release of such security.

3. Anything in this Guaranty to the contrary  notwithstanding,  Guarantor  shall
not take any action, or cause or permit any person or entity to take any action,
and  Guarantor  hereby  irrevocably  waives  any and  all  rights  which  it may
otherwise  have at law or in equity,  to enjoin,  interfere  with,  restrict  or
limit,  in any way  whatsoever,  any demand or any payment to Landlord under the
Lease or this Guaranty.

4.  Guarantor's  obligations  under this Guaranty shall in no way be affected or
impaired by reason of the  happening  from time to time of any of the  following
with respect either to the Lease or to this Guaranty,  even without notice to or
the further consent of Guarantor:

           (a) the  waiver by  Landlord  or its  successors  or  assigns  of the
performance or observance by Tenant of any provision of the Lease;

           (b) the  extension of the time for payment by Tenant of any rental or
any sums, costs,  expenses,  charges,  payments or deposits or any part thereof,
owing or payable under the Lease,  or of the time for  performance  by Tenant of
any other  obligations under or arising out of or on account of the Lease or any
extension or renewal thereof;

           (c)  the  assignment,  subletting  or  mortgaging  or  the  purported
assignment,  subletting or mortgaging of all or part of Tenant's interest in the
Lease, whether or not permitted by the Lease;

           (d) the modification or amendment  (whether material or otherwise) of
any obligation of Tenant as set forth in the Lease;

           (e) the taking or the  omission  of any  actions  referred  to in the
Lease;

           (f) the failure,  omission or delay of Landlord to enforce, assert or
exercise any right, power or remedy conferred on Landlord in the Lease or by law
or any action on the part of Landlord  granting  indulgence  or extension in any
form;

           (g) the voluntary or involuntary  liquidation,  dissolution,  sale or
other  disposition  of all or  substantially  all of the assets,  marshaling  of
assets and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors,  reorganization,  arrangement, composition or readjustment

<PAGE>

of, or other similar  proceeding  affecting Tenant or any of its assets,  or the
disaffirmance of the Lease in any such proceeding;

           (h) the  release of Tenant  from  performance  or  observance  of any
provision of the Lease by operation of law;

           (i) the receipt and acceptance by Landlord of notes,  checks or other
instruments  for the  payment  of money  made by Tenant,  or any  extensions  or
renewals  thereof,  except to the extent  such  payments  reduce the  Guaranteed
Obligations; or

           (j) the renewal or extension of the term of the Lease.

5. Notice of  acceptance  of this Guaranty and any  obligations  or  liabilities
contracted or incurred by Tenant are all hereby waived by Guarantor.

6. This Guaranty shall be governed by and construed in accordance  with the laws
of the state in which the Property is located,  and Guarantor  hereby  expressly
waives any and all  protections  or rights  afforded to it as a guarantor  under
Florida law.

7. This  Guaranty  may not be  modified or amended  except by written  agreement
executed by Guarantor  with the consent in writing of Landlord and any attempted
modification  or amendment  without  such consent by Landlord  shall be void and
without force and effect.

8. No waiver by Landlord of the payment by Guarantor  of any of its  obligations
contained  in this  Guaranty,  nor any  extension  of time  for the  payment  by
Guarantor  of any such  obligations,  shall  affect or impair  this  Guaranty or
constitute a waiver or  relinquishment  of any rights of Landlord  hereunder for
the future.  No action  brought  under this  Guaranty  against  Guarantor and on
recovery  had in  pursuance  thereof  shall be any bar or defense to any further
action or recovery  which may be brought or had under this Guaranty by reason of
any further default of Tenant.

9. All of the provisions of this Guaranty shall inure to the benefit of Landlord
and its grantees,  successors and assigns, and shall inure to the benefit of any
future owner of the Property;  and all of the  provisions of this Guaranty shall
be binding upon the Guarantor and its successors and assigns.  Without  limiting
the generality of the foregoing,  the provisions of this Guaranty shall inure to
the benefit of and be  enforceable  by any  mortgagee  of Landlord  which is the
holder of a note  secured by a lien on the  Property  and further  secured by an
assignment of leases which assigns all of Landlord's  right,  title and interest
in and to the  Lease.  No  attornment  by Tenant in favor of any such  mortgagee
shall diminish any of Guarantor's obligations hereunder,  and following any such
attornment,  Guarantor's  obligations shall continue in full force and effect as
if the mortgagee were the original Landlord pursuant to the Lease.

10. Until all obligations of every nature of Guarantor hereunder shall have been
performed in full,  Guarantor  shall have no right of subrogation and waives any
right to enforce any remedy which Landlord now has or may hereafter have against
Tenant;  and Guarantor waives any benefit of and any right to participate in any
security now or hereafter held by Landlord.

<PAGE>

           SECTION 9.24  NOTICES AND OTHER  INSTRUMENTS.  All  notices,  offers,
consents  and other  instruments  given  pursuant to this  Guaranty  shall be in
writing and shall be sufficient if sent by United States Registered or Certified
Mail,  Return  Receipt  Requested,  postage  prepaid,  by  recognized  overnight
delivery service,  or by confirmed  facsimile to the address or facsimile number
of such party specified  below, or to such other address or facsimile  number as
such party shall have  designated  by similar  written  notice;  and such notice
shall  be  deemed  to have  been  given as of the  first to occur of (i)  actual
receipt thereof as proven by the records of the U.S. Postal Service, the private
courier  delivering  same,  or  facsimile  delivery  confirmation,  or (ii)  the
expiration of three (3) days from the date postmarked on the envelope containing
said notice.

           If to Landlord:            NL VENTURES IV CENTURION, L.P.
                                      c/o AIC Ventures
                                      8080 North Central Expwy - Suite 1080
                                      Dallas, TX 75206
                                      Attention:  Peter Carlsen
                                      Facsimile: (214) 363-4968

           With a copy to:            Fulbright & Jaworski L.L.P.
                                      300 Convent Street, Suite 2200
                                      San Antonio, Texas 78205
                                      Attention:  Heath D. Esterak
                                      Facsimile:  (210) 270-7205

             If to Guarantor, to:     a21, Inc.
                                      7660 Centurion Parkway
                                      Jacksonville, Florida 32256
                                      Attn:  Mr. Albert Pleus
                                      Facsimile (212) 898-9007

             with copy to:            Loeb & Loeb LLP
                                      345 Park Avenue
                                      New York, New York 10154

                                      Attn:  Lloyd Rothenberg
                                      Facsimile:  (212) 407-4990

                                      Attn:  Kenneth Freeman
                                      Facsimile:  (212) 407-4990

           Landlord and Guarantor each may from time to time specify,  by giving
15 days' notice to each other party,  (i) any other address in the United States
as its address for purposes of this Lease and (ii) any other person or entity in
the United  States that is to receive  copies of notices,  offers,  consents and
other instruments hereunder.

<PAGE>

11. The liability of Guarantor,  in accordance with the other  provisions of the
Guaranty,  is  coextensive  with that of Tenant and also joint and several,  and
action may be brought  against  Guarantor and carried to final  judgment  either
with or without making Tenant a party thereto.

12.  All of  Landlord's  rights  and  remedies  under the  Lease and under  this
Guaranty shall be distinct,  separate and cumulative and no such right or remedy
shall be exclusive of or a waiver of any of the others.

13.  Guarantor  will pay to Landlord all of  Landlord's  out-of-pocket  expenses
incurred in enforcing  this Guaranty,  including,  but not limited to reasonable
attorneys' fees.

14. The Recitals in this  Guaranty are  incorporated  into this Guaranty for all
purposes.

15. This Guaranty shall terminate,  never to be reinstated,  once Tenant attains
(i) an  investment  credit  rating of BBB(-) or better,  and (ii) a Tangible Net
Worth (as  defined in the Lease)  equal to or greater  than  $20,000,000.00,  as
shown on Tenant's form 10-K or 10-Q, prepared in accordance with GAAP. If at any
time Tenant is not a publicly traded  company,  then Tangible Net Worth shall be
determined based on Tenant's most recent audited financial reports.


                      [Signature of Guarantor on Next Page]

<PAGE>

           IN WITNESS WHEREOF,  Guarantor has executed this Guaranty,  as of the
day and year first above written.

                                      GUARANTOR:



                                      ------------------------------------------


STATE OF                                ss.
         ----------------------
                                        ss.
COUNTY OF                               ss.
          ---------------------

           BEFORE ME, the undersigned authority, on this day personally appeared
___________________,  known to me to be the person whose name is  subscribed  to
the foregoing  instrument,  and acknowledged to me that he executed the same for
the purposes and consideration therein expressed

           GIVEN  UNDER MY HAND  AND SEAL OF  OFFICE  this the  ________  day of
________________, 2004.


                                      ------------------------------------------
                                      Notary Public, State of
                                                              ------------------


                                      ------------------------------------------
                                      (Print Name of Notary)

                                      My Commission Expires:
                                                            --------------------

<PAGE>


                                    EXHIBIT A

                              PROPERTY DESCRIPTION


<PAGE>


                                    EXHIBIT B

                              PERMITTED EXCEPTIONS


<PAGE>


                                    EXHIBIT C

                              INDEX OF DEFINITIONS