Exhibit 10.3

                      Commercial Office Lease (Triple Net)

      THIS COMMERCIAL OFFICE LEASE ("Lease") is entered into as of the ____ day
of April, 1999 ("Lease Date") by and between Landlord and Tenant as described in
the following Lease Summary on the Lease Date. Landlord leases to Tenant and
Tenant rents from Landlord the Premises upon the terms and conditions
hereinafter set forth:

1     LEASE SUMMARY

      1.1   Summary of Basic Lease Information. The following terms are a
            summary of the basic provisions of this Lease:

            1.1.1  Landlord:               Grip Development, Inc.

            1.1.2  Landlord's Address:     110 East Atlantic Avenue, Suite 325
                                           Delray Beach, Florida 33444

            1.1.3  Tenant:                 Interactive Technologies.com, Ltd.,
                                           United Interactive Technologies,
                                           Inc., Integrated Merchant Services,
                                           Inc., Web Classified.net, Inc.,
                   Soc Sec/Fed Tax Id #    65-0484771

            1.1.4  Tenant's Address:       110 East Atlantic Avenue, Suite 400
                                           Delray Beach, Florida 33444

            1.1.5  Guarantor(s):           None

            1.1.6  Guarantor(s) Address:   N/A

            1.1.7  Guarantor(s) SS#:

            1.1.8  Bldg. Name and Address: The Grip Building
                                           110 East Atlantic Avenue
                                           Delray Beach, Florida 33444

            1.1.9  Premises:               Suite 400
                                           as shown on the "Floor Plan" attached
                                           hereto as Exhibit "A".


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            1.1.10 Gross Rentable Area     Approximately 12044.77 square feet.
                   of the Premises:

            1.1.11                         Term: One Hundred and twenty
                                           (120) months, beginning on
                                           the Commencement Date and
                                           ending on the Expiration
                                           Date, unless sooner
                                           terminated as hereinafter
                                           provided.

            1.1.12 Commencement Date:      August 1, 1999

            1.1.13 Expiration Date:        July 31, 2009.

            1.1.14 Security Deposit:       First, last and one month's
                                           additional security plus operating
                                           expenses for first and last months.

            1.1.15 Monthly Base Rent:

--------------------------------------------------------------------------------
     Amount Per Month               Commencing On               Ending On
(plus applicable sales tax)

        ---------------------------------------------------------------
         $9,755.28                 August 1, 1999         July 31, 2000
        ---------------------------------------------------------------
        $14,163.64                 August 1, 2000         July 31, 2001
        ---------------------------------------------------------------
        $14,584.55                 August 1, 2001         July 31, 2002
        ---------------------------------------------------------------
        $15,022.09                 August 1, 2002         July 31, 2003
        ---------------------------------------------------------------
        $15,472.75                 August 1, 2003         July 31, 2004
        ---------------------------------------------------------------
        $15,936.93                 August 1, 2004         July 31, 2005
        ---------------------------------------------------------------
        $16,415.04                 August 1, 2005         July 31, 2006
        ---------------------------------------------------------------
        $16,907.49                 August 1, 2006         July 31, 2007
        ---------------------------------------------------------------
        $17,414.71                 August 1, 2007         July 31, 2008
        ---------------------------------------------------------------
        $17,937.15                 August 1, 2008         July 31, 2009
        ---------------------------------------------------------------

            1.1.16 Operating Expense:      This is a triple net lease. The
                                           Operating Expenses are not included
                                           in Monthly


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                                        Base Rent described above.
                                        (Operating Expenses for 1998
                                        are estimated to be $4.50 per
                                        square foot).

            1.1.17 Tenant's Share:      29.089 percent (determined by dividing
                                        the Gross Rentable Area of the Premises
                                        by the Gross Rentable Area of the
                                        Building, multiplying the resulting
                                        quotient by 100, and rounding to the 3rd
                                        decimal place).

            1.1.18 Parking Spaces:      23 spaces 4 covered

            1.1.19 Parking Charge:      Included in Tenant's Share of Operating
                                        Expenses. See, P.1.1.17

            1.1.20 Broker:              Jack Lupo

            1.1.21 Electric:            Included in Tenant's Share of Operating
                                        Expenses. See, P.1.1.17

            1.1.22 Tenant Improvements: See, EXHIBIT "D"

            1.1.23 Prepaid Rent:        First month's Minimum Rent prepaid
                                        with the execution of this Lease.

            1.1.24 Permitted Use        Internet company.
                   of Premises:

2     EXHIBITS. The following exhibits and addenda which are attached to this
      Lease are incorporated into and made a part of this Lease as though fully
      set forth herein:

               EXHIBIT A -          Floor Plan showing the Premises
               EXHIBIT B -          Legal Description of the Building
               EXHIBIT C -          Rules and Regulations
               EXHIBIT D -          Tenant Improvements
               EXHIBIT F -          Guaranty of Lease

3     TERM.

      3.1   Grant; Term. In consideration of the performance by the Tenant of
            its obligations under this Lease, the Landlord leases to the Tenant
            and Tenant


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            leases from the Landlord, for the Term, the "Premises," which
            Premises are shown outlined on the floor plan attached hereto and
            made a part hereof as Exhibit "A." The Premises, are located in that
            certain office building, called The Grip Building (the "Building"),
            located in Palm Beach, Florida, as more particularly described in
            Exhibit "B", attached hereto and made a part hereof. The Gross
            Rentable Area of the Premises, as described in the Lease Summary, is
            equal to the sum of the net useable area of the Premises plus a
            proportionate share of the Common Areas (according to B.O.M.A.
            standards).

            The 'Term" of the Lease is the period from the Commencement Date as
            specified in the Lease Summary, through the Expiration Date, as
            specified in the Lease Summary. If the Premises are ready for
            occupancy prior to the Commencement Date, then Tenant shall take
            occupancy on such date and Tenant's obligations to pay Minimum Rent
            and all other charges shall commence on such date. If Landlord
            cannot deliver possession of the Premises to Tenant on the
            Commencement Date, this Lease shall not be void or voidable, nor
            shall Landlord be liable to Tenant for any loss or damage resulting
            therefrom; but, in that event, this Lease shall in all ways remain
            in full force and effect except that Minimum Rent and other charges
            shall be waived for the period between the Commencement Date and the
            time when Landlord can deliver possession; provided, however, if
            delivery of possession is delayed more than ninety (90) days past
            the scheduled Commencement Date, Tenant may terminate this Lease
            upon fifteen (15) days' written notice to Landlord, whereupon both
            parties shall be relieved of all further obligations hereunder.

            Notwithstanding the foregoing, if delivery of possession is delayed
            due to any act or omission of Tenant, then the Commencement Date
            shall be the date Landlord would have delivered possession, but for
            Tenant's delay.

            The Landlord shall have no construction or improvement obligation
            with respect to the Premises unless expressly provided for in a work
            letter agreement, which, if executed by Landlord and Tenant, shall
            be incorporated as Exhibit "D" to this Lease. Upon the expiration of
            five (5) business days following the Commencement Date, the Premises
            shall conclusively be assumed to be accepted by Tenant unless Tenant
            shall have given Landlord written notice of any contended defects in
            the Premises.


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4     RENT.

      4.1   Covenant to Pay. The Tenant shall pay to Landlord all sums due
            hereunder from time to time from the Commencement Date, without
            prior demand, together with all applicable Florida sales tax
            thereon; however, unless otherwise provided in this Lease, payments,
            other than Tenant's regular monthly payments of Minimum Rent and
            Operating Costs shall be payable by Tenant to Landlord within five
            (5) days following demand. All rent and other charges that are
            required to be paid by Tenant to Landlord shall be payable at
            Landlord's address indicated on the Lease Summary. Monthly Rent,
            Operating Costs and any other charges for any "Lease Year"
            consisting of less than twelve (12) months shall be prorated on a
            per diem basis, based upon a period of 365 days. "Lease Year" means
            the twelve (12) full calendar months commencing on the Commencement
            Date. However, the final Lease Year may contain less than twelve
            (12) months due to expiration or sooner termination of the Term. The
            Tenant agrees that its covenant to pay rent, Operating Costs and all
            other sums due under this Lease is an independent covenant and that
            all such amounts are payable without counterclaim, set-off,
            deduction, abatement, or reduction whatsoever, except as expressly
            provided for in this Lease.

      4.2   Minimum Rent. Subject to any escalation which may be provided for in
            this Lease, the Tenant shall pay Minimum Rent for the Term in the
            initial amount specified in the Lease Summary, which, except for the
            first installment, shall be payable throughout the Term in equal
            monthly installments on the first day of each calendar month of each
            year of the Term. Such monthly installments shall be in the amounts
            (subject to escalation, if any) specified in the Lease Summary. The
            first monthly installment of Minimum Rent shall be due upon
            execution of this Lease. The Minimum Rent described above shall be
            adjusted at the beginning of the second and each succeeding Lease
            Year during the Term of this Lease as provided in the Lease Summary.

      4.3   Operating Costs. The Tenant shall pay to the Landlord the Tenant's
            proportionate share of the annual Operating Costs, as hereinafter
            defined, for each month of the Term. The amount of Operating Costs
            payable to the Landlord may be estimated by the Landlord for such
            period as the Landlord determines from time to time (not to exceed
            twelve (12) months), and the Tenant agrees to pay to the Landlord
            the amounts so estimated in equal installments, in advance, on the
            first day of each month during such period. Notwithstanding the
            foregoing, when bills for all or any portion of Operating Costs so
            estimated are actually received by Landlord, the Landlord may bill
            the Tenant for the Tenant's proportionate share thereof, less any
            amount


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            previously paid by Tenant to Landlord on account of such item(s) by
            way of estimated Operating Costs payments.

            Within a reasonable period of time after the end of the period for
            which estimated payments have been made, the Landlord shall submit
            to the Tenant a statement from the Landlord setting forth the actual
            amounts payable by the Tenant based on actual costs. If the amount
            the Tenant has paid based on estimates is less than the amount due
            based on actual costs, the Tenant shall pay such deficiency within
            five (5) days after submission of such statement. If the amount paid
            by the Tenant is greater than the amount actually due, the excess
            may be retained by the Landlord to be credited and applied by the
            Landlord to the next due installments of the Tenant's proportionate
            share of Operating Costs, or as to the final Lease Year, provided
            Tenant is not in default, Landlord will refund such excess to
            Tenant. The Tenant's proportionate share of Operating Costs for the
            final estimated period of the Term of this Lease shall be due and
            payable even though it may not be finally calculated until after the
            expiration of the Term. Accordingly, Landlord shall have the right
            to continue to hold Tenant's security deposit following expiration
            of the Term until Tenant's share of actual Operating Costs has been
            paid.

            For purposes of this Lease, Tenants proportionate share shall be a
            fraction, the numerator of which is the Gross Rentable Area of the
            Premises and the denominator of which is the Gross Rentable Area of
            the Building. Tenant's proportionate share is as set forth in the
            Lease Summary. The term "Operating Costs" shall mean any amounts
            paid or payable whether by the Landlord or by others on behalf of
            the Landlord, arising out of Landlord's maintenance, operation,
            repair, replacement (if such replacement increases operating
            efficiency) and administration of the Building and Common Areas,
            including, without limitation:

            4.3.1 the cost of all real estate, personal property and other ad
                  valorem taxes, and any other levies, charges, local
                  improvement rates, and assessments whatsoever assessed or
                  charged against the Building and Common Areas, the equipment
                  and improvements therein contained, and including any amount
                  assessed or charged in substitution for or in lieu of any such
                  taxes, excluding only income or capital gains taxes imposed
                  upon Landlord, and including all costs associated with the
                  appeal of any assessment on taxes;

            4.3.2 the cost of insurance which the Landlord is obligated or
                  permitted to obtain under this Lease and any deductible amount
                  applicable to any


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                  claim made by the Landlord under such insurance;

            4.3.3 the cost of security, janitorial, landscaping, garbage
                  removal, and trash removal services,

            4.3.4 the cost of heating, ventilating, and air conditioning, to the
                  extent incurred with respect to Common Areas or with respect
                  to any shared systems;

            4.3.5 the cost of all fuel, water, electricity, telephone, and any
                  other utilities used in the maintenance, operation, or
                  administration of the Building and Common Areas;

            4.3.6 salaries, wages, and any other amounts paid or payable for the
                  personnel involved in the repair, maintenance, operation,
                  security, supervision, or cleaning of the Building and Common
                  Areas; and

            4.3.7 a reasonable management fee.

      4.4   Payment of Personal Property Taxes. Tenant shall pay, when due, all
            taxes attributable to the personal property, trade fixtures,
            business, occupancy, or sales of Tenant or any other occupant of the
            Premises and to the use of the Building by Tenant or such other
            occupant.

      4.5   Rent Past Due. If any Payment due from Tenant shall be overdue, a
            late charge of five (5%) percent of the delinquent sum may be
            charged by Landlord. If any payment due from Tenant shall remain
            overdue for more than fifteen (15) days, an additional late charge
            in an amount equal to the lesser of the highest rate permitted by
            law or one and one-half (1.5% percent per month or eighteen (18%)
            percent per annum) of the delinquent amount may be charged by
            Landlord, such charge to be computed for the entire period for which
            the amount is overdue and which shall be in addition to and not in
            lieu of the five (5%) percent late charge or any other remedy
            available to Landlord.

      4.6   Security Deposit. The Landlord acknowledges receipt of a security
            deposit in the amount specified on the Lease Summary to be held by
            the Landlord, without any liability for interest thereon, as
            security for the performance by the Tenant of all its obligations
            under this Lease. Landlord shall be entitled to commingle the
            security deposit with Landlord's other funds. If Tenant should
            default in any of its obligations under this Lease, the Landlord may
            at its option, but without prejudice to any other rights which the
            Landlord


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            may have, apply all or part of the security deposit to compensate
            the Landlord for any loss, damage, or expense sustained by the
            Landlord as a result of such default. If all or any part of the
            security deposit should be so applied, then the Tenant shall restore
            the security deposit to its original amount on demand of the
            Landlord. Subject to the provisions of section 4.3, within thirty
            (30) days following termination of this Lease, if the Tenant is not
            then in default, the security deposit will be returned by the
            Landlord to the Tenant.

      4.7   Landlord's Lien. To secure the payment of all rent and other sums of
            money due and to become due hereunder and the faithful performance
            of this Lease by Tenant, Tenant hereby gives to Landlord an express
            first and prior contract lien and security interest on all property
            now or hereafter acquired (including fixtures, equipment, chattels,
            and merchandise which may be placed in the Premises) and also upon
            all proceeds of any insurance which may accrue to Tenant by reason
            of destruction of or damage to any such property. Such property
            shall not be removed therefrom without the written consent of
            Landlord until all arrearages in rental and other sums of money then
            due to Landlord hereunder shall first have been paid. All exemption
            laws are hereby waived in favor of said lien and security interest.
            This lien and security interest is given in addition to Landlord's
            statutory lien and shall be cumulative thereto. Landlord shall, in
            addition to all of its rights hereunder, have all of the rights and
            remedies of a secured party under the Florida Uniform Commercial
            Code. To the extent permitted by law, this Lease shall constitute a
            security agreement under Article 9 of the Florida Uniform Commercial
            Code.

5     USE OF PREMISES.

      5.1   Permitted Use. The Premises shall be used and occupied only for the
            use specified in the Lease Summary. Tenant shall carry on its
            business on the Premises in a reputable manner and shall not do,
            omit to do, permit, or suffer to be done or exist upon the Premises
            anything which shall result in a nuisance, hazard, or bring about a
            breach of any provision of this Lease or any applicable municipal or
            other governmental law or regulation. Tenant shall observe all
            reasonable rules and regulations established by Landlord from time
            to time for the Building. The rules and regulations in effect as of
            the date hereof are attached to and made a part of this Lease as
            Exhibit "C." The names for the Building, which the Landlord may from
            time to time adopt, and every name or mark adopted by the Landlord
            in connection with the Building shall be used by the Tenant only in
            association with the business carried on in the Premises during the
            Term and the Tenant's use thereof shall


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            be subject to such regulation as the Landlord may, from time to
            time, impose.

      5.2   Compliance with Laws. The Premises shall be used and occupied in a
            safe, careful, and proper manner so as not to contravene any
            governmental or quasi-governmental laws, regulations, or orders, or
            the requirements of the Landlord's or Tenant's insurers which may be
            in effect from time to time throughout the Term of the Lease. If,
            due to the Tenant's use of the Premises, repairs, improvements, or
            alterations should become necessary to comply with any of the
            foregoing, then the Tenant shall pay the entire cost thereof.

      5.3   Signs. Except with the prior written consent of the Landlord, the
            Tenant shall not erect, install, display, inscribe, paint, or affix
            any signs, lettering, or advertising medium upon or above any
            exterior portion of the Premises. Landlord, at its expense, will
            provide one building standard identification sign outside the
            principal entry to the Premises and will provide space on a
            directory in the Building lobby.

      5.4   Environmental Provisions. Tenant warrants and represents that it
            will not use or employ the Landlord's and/or the Building property's
            facilities, equipment, or services to handle, transport, store,
            treat, or dispose of any hazardous waste or hazardous substance,
            whether or not it has generated or produced same on the Premises.
            Tenant further warrants and represents that any activity on or
            relating to the Premises shall be conducted in full compliance with
            all applicable laws. Tenant agrees to defend, indemnify, and hold
            harmless Landlord against any and all claims, costs, expenses,
            damages, liability, and the like, which Landlord may hereafter be
            liable for, suffer, incur, or pay arising under any applicable laws
            which may result from or arise out of any breach of the warranties
            and representations by Tenant contained in this section 5.4, or out
            of any act, activity, violation of any applicable laws by Tenant,
            its agents, employees, or assigns. Tenant's liability under this
            section 5.4 shall survive the expiration of any termination of this
            Lease.

6     ACCESS AND ENTRY.

      6.1   Right of Examination. The Landlord shall be entitled at all
            reasonable times, and upon reasonable notice (but no notice shall be
            required in emergencies) to enter the Premises to examine them; to
            make such repairs, alterations, or improvements thereto as the
            Landlord considers necessary or reasonably desirable; to have access
            to underfloor facilities and access panels to mechanical shafts and
            to check, calibrate, adjust and balance controls and other parts of
            the heating, air conditioning, ventilating, and meter control


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            systems. The Landlord reserves to itself the right to install,
            maintain, use, and repair pipes, ducts, conduits, vents, wires, and
            other installations leading in, through, over, or under the Premises
            and for this purpose, the Landlord may take all material into and
            upon the Premises which is required therefore. The Tenant shall not
            unduly obstruct any pipes, conduits, or mechanical or other
            electrical equipment so as to prevent reasonable access thereto. The
            Landlord reserves the right to use all exterior walls and roof area.
            The Landlord shall exercise its rights under this section, to the
            extent possible in the circumstances, in such manner so as to
            minimize interference with the Tenant' s use and enjoyment of the
            Premises.

      6.2   Right to Show Premises. The Landlord and its agents have the right
            to enter the Premises at all reasonable times and upon reasonable
            notice to show them to prospective purchasers, lenders, or anyone
            else having a prospective interest in the Building, and, during the
            last six (6) months of the Term (or the last six (6) months of any
            renewal term if this Lease is renewed) to show them to prospective
            tenants.

7     MAINTENANCE, REPAIRS, AND ALTERATIONS.

      7.1   Maintenance and Repairs by Landlord. The Landlord covenants to keep
            the following in good repair as a prudent owner:

            7.1.1 the structure of the Building including exterior walls and
                  roof;

            7.1.2 the mechanical, electrical, HVAC and other base building
                  systems (except such as may be installed by or be the property
                  of the Tenant or as may be serving only the Premises), and

            7.1.3 the entrances, sidewalks, corridors, parking areas and other
                  facilities that, from time to time, may comprise the Common
                  Areas. So long as the Landlord is acting in good faith, the
                  Landlord shall not be responsible for any damages caused to
                  the Tenant by reason of failure of any equipment or facilities
                  serving the Building or delays in the performance of any work
                  for which the Landlord is responsible pursuant to this Lease.
                  Notwithstanding any other provisions of this Lease, if any
                  part of the Building is damaged or destroyed or requires
                  repair, replacement, or alteration as a result of the act or
                  omission of the Tenant, its employees, agents, invitees,
                  licensees, or contractors, the Landlord shall have the right
                  to perform same, and the cost of such repairs, replacement or
                  alterations shall be paid by the Tenant to the Landlord upon
                  demand. In addition, if, in an emergency, it shall


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                  become necessary to make promptly any repairs or replacements
                  required to made by Tenant, Landlord may enter the Premises
                  and proceed forthwith to have such repairs or replacements
                  made and pay the costs thereof. Upon demand, Tenant shall
                  reimburse Landlord for the cost of making such repairs or
                  replacements.

      7.2   Maintenance and Repairs by Tenant. The Tenant shall, at its sole
            cost, repair or maintain the Premises (including, without
            limitation, floor and wall coverings, electric light bulbs and tubes
            and tube casings) exclusive of base building mechanical and
            electrical systems, all to a standard of a first class office
            building, with the exception only of those repairs which are the
            obligation of the Landlord pursuant to this Lease. All repairs and
            maintenance performed by the Tenant in the Premises shall be
            performed by contractors or workmen designated or approved by the
            Landlord. At the expiration or earlier termination of the Term, the
            Tenant shall surrender the Premises to the Landlord in as good
            condition and repair as the Tenant is required to maintain the
            Premises throughout the Term.

      7.3   Approval of Tenant's Alterations. No alterations (including, without
            limitation, repairs, replacements, additions, or modifications to
            the Premises by Tenant) other than cosmetic alterations which are
            interior and nonstructural, shall be made to the Premises without
            the Landlord's written approval, which, as to exterior or structural
            alterations may be withheld in the Landlord's sole discretion. Any
            alterations by Tenant shall be performed at the sole cost of the
            Tenant, by contractors and workmen approved by Landlord in a good
            and workmanlike manner, and in accordance with all applicable laws
            and regulations.

      7.4   Removal of Improvements and Fixtures. All Leasehold improvements and
            fixtures (other than those which can be removed without damage to
            the Premises), at the expiration of the Term or upon earlier
            termination of this Lease, shall become the Landlord's property.
            During the Term, in the usual course of its business, the Tenant may
            remove its trade fixtures, provided the Tenant is not in default
            under this Lease. Tenant shall, at the expiration or earlier
            termination of the Term, at its sole cost, remove such of the
            leasehold improvements (except for improvements installed by
            Landlord prior to the Commencement Date) and trade fixtures in the
            Premises as the Landlord shall require to be removed and restore the
            Premises to the condition that existed prior to Tenants installation
            of such fixtures. The Tenant shall, at its own expense, repair any
            damage caused to the Building or the Premises by such removal. If
            the Tenant does not remove its trade fixtures at the expiration or
            earlier termination of the Term, the trade fixtures shall, at the


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            option of the Landlord, either be removed by Landlord at the expense
            of the Tenant or become the property of the Landlord and may be
            removed from the Premises and sold or disposed of by the Landlord in
            such manner as it deems advisable without any accounting to Tenant.

      7.5   Liens. The Tenant shall promptly pay for all materials supplied and
            work done in respect of the Premises so as to ensure that no lien is
            recorded against any portion of the Building or against the
            Landlord's or Tenant's interest therein. If a lien should be so
            recorded, the Tenant shall discharge it promptly by payment or
            bonding. If any such lien against the Building or Landlord's
            interest therein is recorded and not discharged by Tenant as above
            required within fifteen (15) days following recording, the Landlord
            shall have the right to remove such lien by bonding or payment and
            the cost thereof shall be paid immediately by Tenant to Landlord.
            Landlord and Tenant expressly agree and acknowledge that no interest
            of Landlord in the Premises or the Building shall be subject to any
            lien for improvements made by Tenant in or for the Premises, and the
            Landlord shall not be liable for any lien for any improvements made
            by Tenant. Such liability is expressly prohibited by the terms of
            this Lease. In accordance with applicable laws of the State of
            Florida, Landlord has filed in the public records of Palm Beach
            County, Florida, a public notice containing a true and correct copy
            of this paragraph; and, Tenant hereby agrees to inform all
            contractors and materialmen performing work in or for or supplying
            materials to the Premises of the existence of said notice.

      7.6   Services; Utilities. Landlord shall, as part of Operating Costs,
            furnish the Premises with the following services in the manner that
            such services are provided to comparable office buildings in the
            area:

            7.6.1 electricity for lighting and for the operation of office
                  machines;

            7.6.2 heating, ventilation and air conditioning ("HVAC") to the
                  extent reasonably required for the comfortable occupancy by
                  the Tenant in its use of the Premises during the period on
                  weekdays, Monday through Friday, from 8:00 a.m. to 6:00 P.M.,
                  except for holidays declared by the federal government or such
                  shorter periods as may be prescribed by any applicable
                  policies or regulations adopted by any utility or governmental
                  agency;

            7.6.3 elevator service;

            7.6.4 rest room supplies;


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            7.6.5 window washing with reasonable frequency;, and

            7.6.6 daily janitor service Monday through Friday

            HVAC service for common areas at times other than 8:00 a.m. to 6:00
            p.m., Monday through Friday shall be provided by Landlord, at
            Tenant's expense, upon written request by Tenant delivered to
            Landlord prior to 1:00 p.m. at least one (1) business day in advance
            of the date for which such service is needed. In addition, Landlord
            shall provide security to the Building in the manner required by
            this Lease. The Tenant shall pay to the Landlord, or as the Landlord
            directs, all gas, electricity, water, and other utility charges
            applicable to the Premises as separately metered or, if not so
            metered, as part of Tenant's proportionate share of Operating Costs.

8     INSURANCE AND INDEMNITY.

      8.1   Tenant's Insurance. The Tenant shall, throughout the Term (and any
            other period when Tenant is in possession of the Premises), maintain
            at its sole cost the following insurance:

            8.1.1 All risks property insurance. Such policy shall name the
                  Tenant and the Landlord as insured parties, containing a
                  waiver of subrogation rights which the Tenant's insurers may
                  have against the Landlord and against those for whom the
                  Landlord is in law responsible including, without limitation,
                  its directors, officers, agents, and employees, and (except
                  with respect to the Tenant's chattels) incorporating a
                  standard New York mortgagee endorsement (without
                  contribution). Such insurance shall insure property of every
                  kind owned by the Tenant in an amount not less than the full
                  replacement cost thereof (new), with such cost to be adjusted
                  not less than annually.

            8.1.2 Comprehensive general liability insurance. Such policy shall
                  contain inclusive limits per occurrence of not less than the
                  amount specified in the Lease Summary; provide for
                  cross-liability; and include the Landlord and any mortgagee of
                  Landlord as additional insureds.

            8.1.3 Worker's compensation and employer's liability insurance. Such
                  policy(ies) shall be in compliance with applicable legal
                  requirements.

            Any other form of insurance which the Tenant or the Landlord, acting
            reasonably, should require, from time to time, in such form and
            amount, and


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            for risks against which a prudent tenant would insure. All policies
            referred to above shall be

            8.1.4 taken out with insurers licensed to do business in Florida and
                  reasonably acceptable to the Landlord;

            8.1.5 be in a form reasonably satisfactory to the Landlord;

            8.1.6 be non-contributing with, and shall apply only as primary and
                  not as excess to any other insurance available to the Landlord
                  or any mortgagee of Landlord;

            8.1.7 contain an undertaking by the insurers to notify the Landlord
                  by certified mail not less than thirty (30) days prior to any
                  material change, cancellation, or termination, and

            8.1.8 with respect to subsection 8.1., contain replacement cost,
                  demolition cost and increased cost of construction, and
                  endorsements.

            Certificates of insurance on the Landlord's standard form (if
            provided by Landlord), or, if required by a mortgagee, copies of
            such insurance policies certified by an authorized officer of
            Tenant's insurer as being complete and current shall be delivered to
            the Landlord promptly upon request. If the Tenant has to take out or
            keep in force any insurance referred to in this section 8.1 or
            should any such insurance not be approved by either the Landlord or
            any mortgagee, and the Tenant does not commence and continue
            diligently to cure such default within forty-eight (48) hours after
            written notice by the Landlord to the Tenant specifying the nature
            of such default, then the Landlord shall have the right, without
            assuming any obligation in connection therewith, to effect such
            insurance at the sole cost of the Tenant and all outlays by the
            Landlord shall be paid by the Tenant to the Landlord without
            prejudice to any other rights or remedies of the Landlord under this
            Lease. The Tenant shall not keep or use in the Premises any article
            which may be prohibited by any fire or casualty insurance policy in
            force from time to time covering the Premises or the Building.

      8.2   Loss or Damage. The Landlord shall not be liable for any death or
            injury arising from or out of

            8.2.1 any occurrence in, upon, at, or relating to the Building or
                  damage to property of the Tenant or of others located on the
                  Premises or elsewhere in the building, or


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            8.2.2 any loss of or damage to any property of the Tenant or others,

            from any cause whatsoever, including those caused by Landlord's
            negligence, UNLESS SUCH DEATH, INJURY, LOSS, OR DAMAGE SHOULD BE
            PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
            THE LANDLORD. Without limiting the generality of the foregoing, the
            Landlord shall not be liable for any injury or damage to persons or
            property resulting from fire, explosion, falling plaster, falling
            ceiling tile, falling fixtures, steam, gas, electricity, water,
            rain, flood, or leaks from any part of the Premises or from the pipe
            sprinklers, appliances, plumbing works, roof, windows, or subsurface
            of any floor or ceiling of the Building or from the street or any
            other place or by dampness, or by any other cause whatsoever.

            The Tenant agrees to indemnify the Landlord and hold it harmless
            from and against any and all loss including loss of Minimum Rent and
            Operating Costs payable in respect to the Premises, claims, actions,
            damages, liability, and expense of any kind whatsoever (including
            attorneys' fees and costs at all tribunal levels), arising from any
            occurrence in, upon, or at the Premises, or the occupancy, use, or
            improvement by the Tenant or its agents or invitees of the Premises
            or any part thereof, or occasioned wholly or in part by any act or
            omission of the Tenant, its agents, employees and invitees or by
            anyone permitted to be on the Premises by the Tenant, or resulting
            from any cause whatsoever including, but not limited to, the
            negligence of Landlord UNLESS SUCH LOSS SHOULD BE PROXIMATELY CAUSED
            BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD.

      8.3   Landlord's Insurance. Throughout the Term, the Landlord shall carry:

            8.3.1 "all risks" insurance on the Building and the machinery and
                  equipment contained therein or servicing the Building and
                  owned by the Landlord (excluding any property with respect to
                  which the Tenant and other tenants are obliged to insure
                  pursuant to section 8.1 or similar sections of their
                  respective leases);

            8.3.2 public liability and property damage insurance, with respect
                  to the Landlord's operations in the Building; and

            8.3.3 such other forms of insurance as the Landlord or its mortgagee
                  reasonably considers advisable. Such insurance shall be in
                  such reasonable amounts and in such reasonable deductions as
                  would be


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                  carried by a prudent owner of a similar building, having
                  regard to size, age, and location.

9     DAMAGE AND DESTRUCTION

      9.1   Damage to Premises. If the Premises are partially destroyed due to
            fire or other casualty, the Landlord shall diligently repair the
            Premises, to the extent of its obligations under section 7.1, and
            Minimum Rent shall abate proportionately to the portion of the
            Premises, if any, rendered untenantable from the date of the
            destruction or damage until the Landlord's repairs have been
            substantially completed. If the Premises are totally destroyed due
            to fire or other casualty, the Landlord shall diligently repair the
            Premises only to the extent of its obligations pursuant to section
            7.1; and, Minimum Rent shall abate entirely from the date of
            destruction or damage to such date which is the earlier of the date
            tenantable, or thirty (30) days after Landlord's repairs have been
            substantially completed. Upon being notified by the Landlord that
            the Landlord's repairs have been substantially completed, the Tenant
            shall diligently perform all other work required to fully restore
            the Premises for use in the Tenants business, in every case at the
            Tenant' s cost and without any contribution to such cost by the
            Landlord, whether or not the Landlord has at any time made any
            contribution to the cost of supply, installation, or construction of
            leasehold improvements in the Premises. Tenant agrees that during
            any period of reconstruction or repair of the Premises, it will
            continue the operation of its business, within the Premises to the
            extent practicable. If all or any part of the Premises shall be
            damaged by fire or other casualty and the fire or other casualty is
            caused by the fault of neglect of Tenant or Tenant's agents, guests,
            or invitees, then Minimum Rent and all other charges shall not
            abate.

      9.2   Termination for Damage. Notwithstanding section 9.1, if damage or
            destruction that should occur to the Premises or the Building is
            such that in the reasonable opinion of the Landlord such
            reconstruction or repair cannot be completed within one hundred
            twenty (120) days of the happening of the damage or destruction,
            then the Landlord may, at its option, terminate this Lease on notice
            to the Tenant given within thirty (30) days after such damage or
            destruction; and, the Tenant shall immediately deliver vacant
            possession of the Premises in accordance with the terms of this
            Lease.

10    ASSIGNMENT, SUBLEASES, AND TRANSFERS.

      10.1  Transfer by Tenant. The Tenant shall not enter into, consent to, or
            otherwise permit any Transfer, as hereinafter defined, without the
            prior written consent


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            of the Landlord in each instance, which consent shall not be
            unreasonably withheld. For purposes of this Lease, "Transfer" means
            an assignment of this Lease in whole or in part, a sublease of all
            or any part of the Premises, any transaction whereby the rights of
            the Tenant under this Lease or to the Premises are transferred to
            another, any mortgage or encumbrance of this Lease or the Premises
            or any part thereof or other arrangement under which either this
            Lease or the Premises become security for any indebtedness or other
            obligations; and, if Tenant is a corporation or a partnership, then
            "Transfer" shall include the transfer of a controlling interest in
            the stock of the corporation or partnership interests, as
            applicable. If there is a permitted Transfer, the Landlord may
            collect Minimum Rent, Operating Costs and other payments from the
            transferee and apply the net amount collected to the rent or other
            payments required to be paid pursuant to this Lease; but, in no
            event shall acceptance by the Landlord of any payments by a
            transferee be deemed a waiver of any provisions hereof regarding
            Tenant. Notwithstanding any Transfer, the Tenant shall not be
            released from any of its obligations under this Lease. The
            Landlord's consent to any Transfer shall be subject to the further
            condition that if the sum paid by such transferee to Tenant pursuant
            to such Transfer exceeds the Minimum Rent, Operating Costs and other
            charges (if any) payable under this Lease, the amount of such excess
            shall be paid to the Landlord. If, pursuant to a permitted Transfer,
            the Tenant should receive for such Transfer from the transferee,
            either directly or indirectly, any consideration other than Minimum
            Rent, Operating Costs and other charges payable pursuant to this
            Lease, either in the form of cash, goods, or services, then the
            Tenant shall, upon receipt thereof, pay to the Landlord an amount
            equivalent to such consideration.

      10.2  Assent by Landlord. The Landlord shall have the unrestricted right
            to sell, lease, convey, or otherwise dispose of the Building or any
            part thereof and this Lease or any interest of the Landlord in this
            Lease. To the extent that the purchaser or assignee from the
            Landlord assumes the obligations of the Landlord under this Lease,
            the Landlord shall thereupon and without further agreement be
            released of all further liability under this Lease. If the Landlord
            sells its interest in the Premises, it shall deliver the security
            deposit to the purchaser, and the Landlord will thereupon be
            released from any further liability with respect to the security
            deposit and its return to the Tenant and the purchaser shall become
            directly responsible to Tenant.

11    DEFAULT.

      11.1  Defaults. A default by Tenant shall be deemed to have occurred
            hereunder, if and whenever:


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            11.1.1 any Minimum Rent or Tenant's proportionate share of
                   Operating Costs is not paid when due whether or not any
                   notice or demand for payment has been made by the
                   Landlord;

            11.1.2 any other charge which is the obligation of the Tenant
                   under this Lease is in arrears and is not paid within
                   five (5) days after written demand by the Landlord;

            11.1.3 the Tenant should breach any of its obligations in this
                   Lease (other than the payment of Minimum Rent or
                   Operating Costs) and the Tenant should fail to remedy
                   such breach within fifteen (15) days (or such shorter
                   period ds may be provided in this Lease);

            11.1.4 if such breach cannot reasonably be remedied within
                   fifteen (15) days (or such shorter period), then if the
                   Tenant should fail to immediately commence to remedy and
                   thereafter diligently proceed to remedy such breach, in
                   each case after written notice from the Landlord;

            11.1.5 the Tenant should become bankrupt or insolvent;

            11.1.6 any of the Landlord's policies of insurance with respect
                   to the Building should be canceled or adversely changed
                   as a result of Tenant' s use or occupancy of the
                   Premises; or

            11.1.7 the business operated by Tenant in the Premises should
                   be closed by governmental or court order for any reason.

      11.2  Remedies. In the event of any default hereunder by Tenant, then
            without prejudice to any other rights which it has pursuant to this
            Lease or at law or in equity, the Landlord shall have the following
            rights and remedies, which shall be cumulative ind not alternative:

            11.2.1 Landlord may cancel this Lease by notice to the Tenant
                   and retake possession of the Premises for Landlord's
                   account. Tenant shall then quit and surrender the
                   Premises to Landlord. Tenant's liability under this
                   section 11.2 of this Lease shall continue
                   notwithstanding any expiration and surrender by Tenant,
                   or any re-entry, repossession, or disposition hereunder
                   by Landlord.

            11.2.2 Landlord may enter the Premises as agent of the Tenant
                   to take possession of any and all property of the Tenant
                   on the Premises, to


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                   store such property at the expense and risk of the
                   Tenant or to sell or otherwise dispose of such property
                   in such manner as the Landlord may see fit without
                   notice to the Tenant. Re-entry and removal may be
                   effectuated by summary dispossession proceedings, by any
                   suitable action or proceeding, or otherwise. Landlord
                   shall not be liable in any way in connection with its
                   actions pursuant to this section, to the extent that its
                   actions are in accordance with law.

            11.2.3 If this Lease should be canceled pursuant to subsection
                   11.2.1 above, then Tenant shall remain liable (in
                   addition to accrued liabilities) to the fullest extent
                   legally permissible for all rent and all of the charges
                   Tenant would have been required to pay until the date
                   this Lease would have expired had such cancellation not
                   occurred. Tenant's liability for rent shall continue
                   notwithstanding re-entry or repossession of the Premises
                   by Landlord. In addition to the foregoing, Tenant shall
                   pay to Landlord such sums as the court which has
                   jurisdiction thereover may adjudge as reasonable
                   attorneys' fees with respect to any successful lawsuit
                   or action instituted by Landlord to enforce the
                   provisions of this Lease.

            11.2.4 Landlord may relet all or any part of the Premises for
                   all or any part of the unexpired portion of the Term of
                   this Lease or for any longer period, and may accept any
                   rent then attainable. Landlord may grant any concessions
                   of Rent, and agree to paint or make any special repairs,
                   alterations, and decorations for any new Tenant as it
                   may deem advisable in its sole and absolute discretion.
                   Landlord shall not be under any obligation either to
                   relet or to attempt to relet the Premises.

            11.2.5 If this Lease should be canceled in accordance with
                   subsection 11.2.1 above, and Landlord should so elect,
                   the Minimum Rent and Operating Costs hereunder shall be
                   accelerated, and Tenant shall pay Landlord damages in
                   the amount any and all sums which would have been due
                   for the remainder of the Term.

            11.2.6 Landlord may remedy or attempt to remedy any default of
                   the Tenant under this Lease for the account of the
                   Tenant and to enter upon the Premises for such purposes.
                   Landlord need not provide Tenant with any notice of its
                   intention to perform such covenants unless expressly
                   required by this Lease. The Landlord shall not be liable
                   to the Tenant for any loss or damage caused by acts of
                   the Landlord in remedying or attempting to remedy such
                   default, and the Tenant shall pay to the


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                   Landlord all expenses incurred by the Landlord in
                   connection with remedying or attempting to remedy such
                   default. Any expenses incurred by Landlord shall accrue
                   interest from the date of payment by Landlord until the
                   date of repayment by Tenant at the highest rate
                   permitted by law.

      11.3  Costs. The Tenant shall pay to the Landlord on demand the costs
            incurred by the Landlord, including attorneys' fees and costs at all
            tribunal levels, incurred by the Landlord in enforcing any of the
            obligations of the Tenant under this Lease. In addition, upon any
            default by Tenant, Tenant shall also be liable to Landlord for the
            expenses to which Landlord may be put in re-entering the Premises,
            repossessing the Premises, painting, altering, or dividing the
            Premises, combining the Premises with an adjacent space for any new
            tenant, putting the Premises in proper repair, protecting and
            preserving the Premises by placing watchmen and caretakers therein,
            reletting the Premises (including attorneys' fees and disbursements,
            marshal's and brokerage fees, in so doing); and any other expenses
            reasonably incurred by Landlord.

      11.4  Additional Remedies; Waiver. The rights and remedies of Landlord set
            forth herein shall be in addition to any other right and remedy now
            and hereinafter provided by law. All rights and remedies shall be
            cumulative and non-exclusive of each other. Any delay or omission by
            Landlord in exercising a right or remedy shall not be deemed to
            exhaust or impair the Landlord's rights, constitute a waiver of its
            rights, or be considered acquiescence by Landlord to a default by
            Tenant.

      11.5  Default by Landlord. In the event of any default by Landlord,
            Tenant's exclusive remedy shall be an action for damages, but prior
            to any such action Tenant shall give Landlord written notice
            specifying such default with particularity; whereupon, Landlord
            shall have a period of thirty (30) days following its actual receipt
            of such notice within which to commence an appropriate cure of such
            default. Unless and until Landlord should fail to commence and
            diligently pursue the appropriate cure of such default after such
            notice or complete same within a reasonable period of time, Tenant
            shall not have any remedy or cause of action by reason thereof.
            Notwithstanding any provision of this Lease, Landlord shall not have
            any personal liability, at any time, under this Lease. In the event
            of any breach or default by Landlord of any term or provision of
            this Lease, Tenant agrees to look solely to the equity or interest
            then-owned by Landlord in the Building; and, in no event shall any
            deficiency judgment or any money judgment of any kind be sought or
            obtained against Landlord.


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12    ESTOPPEL CERTIFICATE; SUBORDINATION

      12.1  Estoppel Certificate. Within ten (10) days after written request by
            the Landlord, the Tenant shall deliver in a form supplied by the
            Landlord, an estoppel certificate to the Landlord as to

            12.1.1 the status of this Lease, including whether 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 identifying the
                   modification agreements),

            12.1.2 the amount of Minimum Rent and Operating Costs then
                   being paid and the dates to which same have been paid,

            12.1.3 whether or not there is any existing or alleged default
                   by either party with respect to which a notice of
                   default has been served, or any facts existing which,
                   with the passing of time or giving of notice, would
                   constitute a default and, if there is any such default
                   or fact, specifying the nature and extent thereof, and

            12.1.4 any other matters pertaining to this Lease as to which
                   the Landlord shall request in such certificate.

            The Landlord and any prospective purchaser, lender, or ground lessor
            shall have the right to rely on such certificate.

      12.2  Subordination; Attornment. This Lease and all rights of the Tenant
            shall be subject and subordinate to any and all mortgages, security
            agreements, or like instruments resulting from any financing,
            refinancing of collateral financing (including renewals or
            extensions thereof), and to any and all ground leases, made or
            arranged by Landlord of its interests in all or any part of the
            Building), from time to time in existence against the Building,
            whether now existing or hereafter created. Such subordination shall
            not require any further instrument to evidence such subordination.
            However, on request, the Tenant shall further evidence its agreement
            to subordinate this Lease and its rights under this Lease to any and
            all documents and to all advances made under such documents. The
            form of such subordination shall be made as required by the
            Landlord, its lender, or ground lessor. The Tenant shall promptly on
            request attorn to any mortgagee, or to the future owner(s) of the
            Building, or the purchaser at any foreclosure or sale under
            proceedings taken under any mortgage, security agreement, like
            instrument


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            or ground lease, and shall recognize such mortgagee, owner, or
            purchaser as the Landlord under this Lease.

13    USE AND MAINTENANCE OF COMMON AREAS.

      13.1  Use and Maintenance of Common Areas. The Tenant and those doing
            business with Tenant for purposes associated with the Tenant's
            business on the Premises, shall have a nonexclusive license to use
            the Common Areas for their intended purposes during normal business
            hours in common with others entitled thereto and subject to any
            rules and regulations imposed by the Landlord. The Landlord shall
            keep the Common Areas in good repair and condition and shall clean
            the Common Areas when necessary. Subject to all of the terms,
            provisions, covenants, and conditions contained herein, Tenant shall
            have the right to use the number of parking spaces indicated in the
            Lease Summary in the parking lot which Landlord shall provide for
            the use of Tenants of the Building. Landlord shall not be liable for
            any damage to automobiles of any nature whatsoever to, or any theft
            of automobiles or other vehicles or the contents thereof, while in
            or about the parking lots. The Tenant acknowledges that its
            non-exclusive right to use any parking facilities forming part of
            the Building may be subject to such rules and regulations as
            reasonably imposed by the Landlord from time to time. The Tenant
            acknowledges that all Common Areas shall at all times be under the
            exclusive control and management of the Landlord. For purposes of
            this Lease, "Common Areas" shall mean those areas, facilities,
            utilities, improvements, equipment and, installations of the
            Building which serve or are for the benefit of the tenants of more
            than one component of the Building and which are not designated or
            intended by the Landlord to be leased, from time to time, or which
            are provided or designated from time to time by the Landlord for the
            benefit or use of all tenants in the Building, their employees,
            customers, and invitees, in common with others entitled to the use
            or benefit of same.

      13.2  Alterations by Landlord. The Landlord may

            13.2.1 alter, add to, subtract from, construct improvements on,
                   re-arrange, and construct additional facilities in,
                   adjoining, or proximate to the Building;

            13.2.2 relocate the facilities and improvements in or
                   comprising the Building or erected on the land;


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            13.2.3 do such things on or in the Building as required to
                   comply with any laws, by-laws, regulations, orders, or
                   directives affecting the land or any part of the
                   Building; and

            13.2.4 do such other things on or in the Building as the
                   Landlord, in the use of good business judgment
                   determines to be advisable, provided that
                   notwithstanding anything contained in this section 13.2,
                   access to the Premises shall be available at all times.
                   The Landlord shall not be in breach of its covenants for
                   quiet enjoyment or liable for any loss, costs, or
                   damages, whether direct or indirect, incurred by the
                   Tenant due to any of the foregoing.

      13.3  Tenant Relocation. Landlord shall have the right, at any time upon
            sixty (60) days written notice to Tenant, to relocate Tenant into
            other space within the Building comparable to the Premises. Upon
            such relocation, such new space shall be deemed the Premises and the
            prior space originally demised shall in all respects be released
            from the effect of this Lease. If the Landlord elects to relocate
            Tenant as above described.

            13.3.1 the new space shall contain approximately the same as,
                   or greater usable area than the original space,

            13.3.2 the Landlord shall improve the new space, at Landlord's
                   sole cost, to at least the standards of the original
                   space,

            13.3.3 the Landlord shall pay the reasonable costs of moving
                   Tenant's trade fixtures and furnishings from the
                   original space to the new space,

            13.3.4 as total compensation for all other costs, expenses, and
                   damages which Tenant may suffer in connection with the
                   relocation, including but not limited to, lost profit or
                   business interruption, no Minimum Rent or Operating
                   Costs shall be due or payable for the first full
                   calendar month of Tenant's occupancy of the new space,
                   and Landlord shall not be liable for any further
                   indirect or special expenses of Tenant resulting from
                   the relocation,

            13.3.5 Minimum Rent, Tenant's proportionate share of Operating
                   Costs, and all other charges hereunder shall be the same
                   for the new space as for the original space,
                   notwithstanding that the new space may be larger than
                   the original space, and


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            13.3.6 all other terms of this Lease shall apply to the new
                   space as the Premises, except as otherwise provided in
                   this paragraph.

14    CONDEMNATION.

      14.1  Total or Partial Taking. If the whole of the Premises, or such
            portion thereof as will make the Premises unusable for the purposes
            leased hereunder, shall be taken by any public authority under the
            power of eminent domain or sold to a public authority under threat
            or in lieu of such taking, the Term shall cease as of the day
            possession or title shall be taken by such public authority,
            whichever is earlier ("Taking Date"), whereupon the rent and all
            other charges shall be paid up to the Taking Date with a
            proportionate refund by Landlord of any rent and all other charges
            paid for a period subsequent to the Taking Date. If less than the
            whole of the Premises, or less than such portion thereof as will
            make the Premises unusable for the purposes leased hereunder, the
            Term shall cease only as to the part so taken as of the Taking Date,
            and Tenant shall pay rent and other charges up to the Taking Date,
            with appropriate credit by Landlord (toward the next installment of
            rent due from Tenant) of any rent or charges paid for a period
            subsequent to the Taking Date. Minimum Rent, Operating Costs and
            other charges payable to Landlord shall be reduced in proportion to
            the amount of the Premises taken.

      14.2  Taking For Temporary Use. If there is a taking of the Premises for
            temporary use, this Lease shall continue in full force and effect
            and Tenant shall continue to comply with Tenant's obligations under
            this Lease, except to the extent compliance shall be rendered
            impossible or impracticable by reason of the taking. Minimum Rent
            and other charges payable to Landlord shall be reduced in proportion
            to the amount of the Premises taken for the period of such temporary
            use.

      14.3  Award. All compensation awarded or paid upon a total or partial
            taking of the Premises or Building including the value of the
            leasehold estate created hereby shall belong to and be the property
            of Landlord without any participation by Tenant. Tenant shall not
            have any claim to any such award based on Tenant's leasehold
            interest. However, nothing contained herein shall be construed to
            preclude Tenant, at its cost, from independently prosecuting any
            claim directly against the condemning authority in such condemnation
            proceeding for damage to, or cost of removal of, stock, trade
            fixtures, furniture, and other personal property belonging to
            Tenant; provided, however, that no such claim shall diminish or
            otherwise adversely affect Landlord's award or the award of any
            mortgagee.


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15    GENERAL PROVISIONS.

      15.1  Delay. Except as expressly provided in this Lease, whenever the
            Landlord or Tenant is delayed in the fulfillment of any obligation
            under this Lease, other than the payment of Minimum Rent, Operating
            Costs, or other charges, by an unavoidable occurrence which is not
            the fault of the party delayed in performing such obligation, then
            the time for fulfillment of such obligation shall be extended during
            the period in which such circumstances operate to delay the
            fulfillment of such obligation.

      15.2  Holdover tenancy. If the Tenant should remain in possession of the
            Premises after the end of the Term without having executed and
            delivered a new lease or an agreement extending the Term, there
            shall not exist any tacit renewal of this Lease or the Term; and,
            the Tenant shall be deemed to be occupying the Premises as a Tenant
            from month-to-month at a monthly Minim um Rent payable in advance on
            the first day of each month equal to twice the monthly amount of
            both Minimum Rent and Operating Costs payable during the last month
            of the Term, and otherwise upon the same terms as are set forth in
            this Lease, so far as they are applicable to a monthly tenancy.

      15.3  Waiver, Partial Invalidity. If either the Landlord or Tenant should
            excuse or condone any default by the other of any obligation under
            this Lease, this shall not constitute a waiver of such obligation in
            respect of any continuing or subsequent default; and in no event
            shall any waiver be implied. All of the provisions of this Lease are
            to be construed as covenants even though not expressed as such. If
            any such provision is held or rendered illegal or unenforceable,
            then it shall be considered separate and severable from this Lease
            and the remaining provisions of this Lease shall remain in force and
            effect to bind the parties as though the illegal or unenforceable
            provision had never been included in this Lease.

      15.4  Recording. Neither the Tenant nor anyone claiming under the Tenant
            shall record this Lease or any memorandum hereof in any public
            records without the prior written consent of the Landlord.

      15.5  Notices. In every case where, under the provisions of this Lease, it
            shall be necessary or desirable for Landlord to give to or serve
            upon Tenant any notice or demand, it shall be sufficient for
            Landlord

            15.5.1 to deliver or cause to be delivered to Tenant at the
                   Premises a written or printed copy of such notice or
                   demand, or


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<PAGE>

            15.5.2 to send a written or printed copy of such notice or
                   demand by certified mail, return receipt requested
                   postage prepaid, addressed to Tenant at the Premises, or

            15.5.3 to leave a written or printed copy of said notice or
                   demand upon the Premises, or to post the same upon the
                   door leading into the Premises.

      15.6  Attorney's Fees. Tenant agrees to pay all attorney's fees and
            expenses of Landlord incurred in enforcing any of the obligations of
            Tenant under this Lease or in any negotiation in which Landlord
            shall, without his fault, become involved through or on account of
            this Lease. If either party or the broker named herein (if any)
            brings an action to enforce the terms hereby or declare rights
            hereunder, the party awarded the net judgment in any such action on
            trial or appeal shall be entitled to reasonable attorney's fees to
            be paid by the losing party as fixed by the court.

      15.7  Locks; Keys. No additional locks shall be placed upon any doors of
            the Premises or of the Building; and, Tenant will not permit any
            duplicate keys to be made. All necessary keys will be furnished by
            Landlord, but if more than two keys for any door lock shall be
            desired, the additional number must be paid for by Tenant. Upon the
            termination of this Lease, Tenant shall surrender to Landlord all
            keys to the premises.

      15.8  Authority. If Tenant is a corporation, trust, or general or limited
            partnership, each individual executing this Lease on behalf of such
            entity represents and warrants that he or she is duty authorized to
            execute and deliver this Lease on behalf of said entity. If Tenant
            is a corporation, trust, or partnership, Tenant shall, within thirty
            (30) days after execution of this Lease, deliver to Landlord
            evidence of such authority satisfactory to Landlord.

      15.9  Conflict. Any conflict between the printed provisions of this Lease
            and typewritten or handwritten provisions shall be controlled by the
            typewritten or handwritten provisions provided such is signed by the
            party against whom enforcement is sought.

      15.10 Brokerage. Tenant and Landlord acknowledge that they have not dealt,
            consulted or negotiated with any real estate broker, sales person or
            agent other than the Broker, if any, set forth in Section 1.1.21 of
            the Lease and each party hereby agrees to indemnify and hold
            harmless the other from and against any and all loss and liability
            resulting from or arising out of any claim that the indemnifying
            party has dealt or negotiated with any other real estate broker,
            sales person or agent in connection with this Lease.


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<PAGE>

      15.11 Entire Agreement. Tenant agrees that Landlord has not made any
            statement, promise or agreement, or taken upon itself any engagement
            whatsoever, verbally or in writing, in conflict with the terms of
            this Lease, or which in any way modifies, varies, alters, enlarges
            or invalidates any of its provisions. This Lease sets forth the
            entire understanding between Landlord and Tenant, and shall not be
            changed, modified or amended except by an instrument in writing
            signed by the party against whom the enforcement of any such change,
            modification or amendment is sought. The covenants and agreements
            herein contained shall bind, and the benefit and advantages herein
            shall inure to the respective heirs, legal representatives,
            successors and assigns of Landlord and Tenant. Whenever use, the
            singular number shall include the plural and the plural shall
            include the singular and the use of any gender shall include all
            genders. The headings set forth in this Lease are for ease of
            reference only and shall not be interpreted to modify or limit the
            provisions hereof.

      15.12 Governing law; time of essence. This Lease shall be construed in
            accordance with the laws of the State of Florida. Time is of the
            essence in the performance of all obligations under this Lease.

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

      15.14 Successors; joint and several liability. The rights and liabilities
            created by this Lease extend to and bind the successors and assigns
            of the Landlord and the heirs, executors, administrators, and
            permitted successors and assigns of the Tenant. No rights, however,
            shall inure to the benefit of any transferee unless such Transfer
            complies with the provisions of Section 10 above. If there is at any
            time more than one Tenant or more than one person constituting the
            Tenant, their covenants shall be considered to be joint and several
            and shall apply to each and every one of them.

      15.15 Captions and Section Numbers. The captions, section numbers, article
            numbers and table of contents appearing in this Lease are inserted
            only as a matter of convenience and in no way affect the substance
            of this Lease.


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<PAGE>

      15.16 Extended meanings. The words "hereof," "hereto," "hereunder," and
            similar expressions used in this Lease relate to the whole of this
            Lease and not only to the provisions in which such expressions
            appear. This Lease shall be read with all changes in number and
            gender as may be appropriate or required by the context. Any
            references to the Tenant includes, when the context allows, the
            employees, agents, invitees, and licensees of the Tenant and all
            others over whom the Tenant might reasonably be expected to exercise
            control. This Lease has been fully reviewed and negotiated by each
            party and its counsel and shall not be more strictly construed
            against either party.

      15.17 No Partnership. Nothing in this Lease shall create any relationship
            between the parties other than that of lessor and lessee; and,
            nothing in this Lease shall be deemed to imply or infer that the
            Landlord is a partner of, joint venturer with or member of a common
            enterprise with the Tenant.

      15.18 Quiet Enjoyment. If the Tenant pays rent and other charges and fully
            observes and performs all of its obligations under this Lease, the
            Tenant shall be entitled to peaceful and quiet enjoyment of the
            Premises for the Term without interruption or interference by the
            Landlord or any person claiming through the Landlord.

      15.19 Waiver of Trial by Jury. LANDLORD AND TENANT HEREBY KNOWINGLY,
            IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS
            TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR
            COUNTERCLAIM BASED ON THIS LEASE OR ARISING OUT OF, UNDER, OR IN
            CONNECTION WITH THIS LEASE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN
            CONNECTION WITH THIS LEASE, OR ANY COURSE OF CONDUCT, COURSE OF
            DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY
            PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LANDLORD
            AND TENANT TO ENTER INTO THIS LEASE.

      15.20 [End of Lease terms; signature Page follows]


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