BROWNING DEVELOPMENT
                               SUNSHINE PROPERTIES
                                      LEASE
                         Edgewater North Commerce Center

                                Orlando, FL 32810
                                  407 774-1259

         THIS AGREEMENT, entered into on this 6/25/98 between BROWNING
DEVELOPMENT, 606 Fox Valley Drive, Longwood, FL 32779, hereinafter called the
Lessor, and Seair, and Steven H. Kerr, hereinafter called the Lessee.

         WITNESSED, That the said Lessor does lease to the Lessee and the Lessee
does lease that 6,000sqft contiguous room or space described as: Suite 1110, and
the offices of 1108 6831 Edgewater Commerce Parkway, Orlando, FL 32810.

         No trash or items to be left around the dumpster, or out side of
buildings. The dumpster provided for normal trash from offices and warehouses at
a fee of $0.00 monthly, and not for materials generated from business operation.
Trash pick up may be secured by adding additional pick up by trash collector at
pro-rated amount of additional pick up charge. All boxes mus be cut down to flat
to be put in dumpster.

         Zoning is Orange County I-3 all activity must conform to zoning.

         Delivery of the Premises to Lessee will be on the 10th of August, rent
shall start on the 15th of August. The rent of $4,000.00 plus sales tax will be
a start up figure, a rent of $3,000.00 plus sales tax will be in effect when
Seair moves out of suite 1108. Any prepaid rent at the $4,000.00 level will
apply to suite 1110 starting the first of the month after the move. Steve and
Don will work out adjustments to the 1108 suite over the next 30-60 days, this
will allow Steve time to add an office in 1110 to fit his needs.

         Light fixture and bulbs are maintained at Lessee's expense. In general
day to day repairs and maintenance are at Lessee's expense and structural
repairs are Lessor's expense.

         Air conditioning is provided in new condition and is to be repaired or
replaced and maintained by Lessee. Warranty of 50% payment by Lessor may be
maintained by quarterly maintenance of the system and monthly filter
replacement. Quarterly inspections and service may be by Central Florida Heat &
Air, (the installer) or another company approved by the Lessor. A copy of the
service report must be forwarded to Lessor after each service. If system is
regularly maintained and the filters are changed monthly, the Lessor will pay
1/2 capital repairs, and replacements, excluding damage done by Lessee or the
Lessee's employees.


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<PAGE>



         Cam charges are the triple net items of insurance, real estate taxes,
and maintenance. The blended lease rate includes office, warehouse and Cam
charges, as the facility is new there will be few if any maintenance increases
such as re-paving etc. however after the second year any real estate tax
increase, or insurance, dumpster increase will be passed on to Lessee on a per
square foot of leased space basis. Any increase will be supported by tax bills,
or other supporting receipts. This increase is to keep the blended rent amount
of office, warehouse and cam charges as close as possible to a market rent. The
area that will be subjected to a cam up charge based on actual increases, if in
fact it occurs is real estate taxes, dumpster, parking lot and yard maintenance
and insurance.

         All damage to the Leased property by the Lessee will promptly be
repaired by a party agreeable to the Lessor. All repairs must be to the original
style and condition of leased property. Keys may be changed and security system
installed by Lessee. If key to front solid door is changed a key must be added
to the fire department lock box at front of the building.

         The Lessee shall not cause toxic chemicals, toxic wastes, including but
not limited to, inks, dyes, oils or other non biodegradable compounds, enter the
sewer system, ground water, water retention system, or the soil. In the event
hazardous waste is generated, the Lessee agrees to abide by the Uniform
Hazardous Waste State and Federal Code, maintain a valid US EPA generator's ID
number. The Lessee agrees to pay for all clean up and testing for all spills or
other contamination caused by the Lessee on the leased property. Nothing may be
allowed to go into the ground.

         Suite 1108 offices, and 1110 6831 Edgewater Commerce Parkway, Orlando,
FL 32810 to be used and occupied by the Lessee for the term of three years, and
occupied by the Lessee as an office and/or warehouse, and for no other purpose
for the term of 36 months subject and conditioned on the provisions of this
lease, beginning 8/15/98, and ending the 31st day of July, 2001. To be extended
or amended by both parties agreement.

         Lease for the agreed total rental payable as follows: ANNUAL RENT
INCREASE 3.5% or CPI to limit of 7.5% (SEE ITEM 22). Option of 3.5%.

         TENANT TO PAY ELECTRIC CHARGES (and water charges above normal office
rest room usage).

         Lessee shall carry a public liability policy for his business
operations, fire, and legal liability coverage to adequately cover the Lessee
exposure. The Lessor, Sunshine Properties, Donald and Leslie Browning, must be a
named insured to protect the Lessor in the event of a loss caused by the Tenant.

         A $50.00 late charge shall be due, if the lease payment is over 5 days
late. Lessee must perform its work inside suite. Occasional outside loading etc.
is allowed but must be performed so as not to cause a problem to other tenants.
There are 3 parking spaces in front of the suite. No parking along curb in front
of building. Additional parking is allowed in general access parking.

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No storage or parking behind the building, except as needed for loading. A neat,
clean business like appearance must be maintained in the Commerce park. Engine
testing or break-in must be done in a time and manor sensitive to neighbors.
<TABLE>
<CAPTION>

         Rental Charges as Follows:
<S>      <C>            <C>
         $    0.00      Water (this charge will adjust if usage increases above estimate)
         $4,240.00      Check amount $4,000.00 per month plus sales tax at 6%
         $    0.00      STANDARD SIGN TO BE AFFIXED TO SUITE FRONT IN HOLDER
                        PROVIDED. NO OTHER SIGNS ALLOWED. Sign provided by Steve
         $  500.00      SECURITY DEPOSIT
         $8,980.00      Total Start up Payment, First, Last, Security deposit.
</TABLE>

         All payments to be made PAYABLE TO SUNSHINE LANE PROPERTIES, and
delivered to the Lessor by the 1st day of each month in advance without demand
at the office of BROWNING DEVELOPMENT, 606 Fox Valley Drive, Longwood, FL 32779,
or at such other place and to such other person as the Lessor may from time to
time designate in writing.

         The following express stipulations and conditions are made a part of
this lease and are hereby assented to by the Lessee and Lessor:

         FIRST: The Lessee shall not assign this lease, nor sublet the premises,
or any part hereof, nor permit the same, or any part thereof, to be used for any
other purpose than the above stipulated, nor make any alterations therein, and
all additions thereto, without written consent of Lessor, and all additions,
fixtures or improvements which may be made by Lessee, except movable furniture
shall become the property of the Lessor and remain upon the premises as a part
thereof, and be surrendered with the premises at the termination of this lease.

         SECOND: All personal property placed or moved in the premises above
described shall be at the risk of the Lessee or owner thereof, and Lessor shall
not be liable for any damage to said personal property, unless the damage is
caused by lessor or its employees.

         THIRD: That the tenant shall promptly execute and comply with all
statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State, City and County government and/or any and all their Departments
and Bureaus applicable to said premises, for the correction, prevention, and
abatement of nuisances or other grievances, in, upon or connected with said
premises during said term.

         FOURTH: In the event the premises shall be destroyed or damaged or
injured by fire or other casualty during the life of this agreement, then the
Lessor shall have the right to render said premises tenantable by repairs within
NINETY days therefrom, the time shall be 30 days unless some component such as
steel must be ordered. If said premises are not rendered tenantable within said
time, it shall be optional with either party hereto to cancel this lease, and in
the event of such

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cancellation the rent shall be paid only to the date of such fire or casualty.
The cancellation herein mentioned shall be evidenced in writing.

         FIFTH: The prompt payment of the rent for said premises upon the dates
named and the faithful observance of the rules and regulations promulgated by
the Lessor and which are hereby made a part of this covenant. The conditions
upon which lease is made and accepted and any failure on the part of the Lessee
to comply with the terms of said lease, or any of said rules and regulations now
in existence, or which maybe here after prescribed by the Lessor, shall at the
option of the Lessor, work a forfeiture of this contract, and all of the rights
of the Lessee hereunder and hereupon the Lessor, his agents or attorneys, shall
have the right to enter said premises, and the Lessee thereby expressly waives
any and all notice required by law to terminate tenancy, and also waives any and
all legal proceedings to recover possessions of said premises, and expressly
agrees that in the event of a violation of any of the terms of this lease, or of
said rules and regulations, now in existence, said Lessor, his agent or
attorneys, may immediately re-enter said premises and dispossess Lessee without
legal notice or the institution of any legal proceedings whatsoever.

         SIXTH: If the Lessee shall abandon or vacate said premises before the
end of the term of this Lease, or shall suffer the rent to be in arrears, Lessor
may, at his option, forthwith cancel this lease or may enter said premises as
the agent of the Lessee, without being liable in any way therefore, and re-let
the premises with or without any furniture that may be therein, as for such
duration of time as the Lessor may determine and receive the rent therefore,
applying the same to the payment of the rent due by those present, and if the
full rental herein produced shall not be realized by Lessor over and above the
expenses to the Lessor in such re-letting, said Lessee shall pay any deficiency.

         SEVENTH: Lessee agrees to pay the cost of collection including
attorney's fee on any part of said rental that may be collected by suit or by
attorney, after the same is past due.

         EIGHT: The parties agree that all electrical charges shall be paid by
the Lessee. (Normal water is in cam charge).

         NINTH: The failure on the part of the Lessee to make timely rental
payments on due date or within 5 days thereafter, the Lessor may at it's option
consider said Lessee a tenant at sufferance, and immediately re-enter upon said
premises and the entire rent for the rental period than next ensuing shall at
once be due and payable and may forthwith be collected by distress or otherwise.

         A $50.00 late charge shall be due, if the lease payment is 5 days late.

         TENTH: It is agreed and understood that the Lessee shall neither place
nor cause to be placed directly or indirectly upon the premises leased any lien
for service performed and/or materials provided.

         ELEVENTH: The Lessor, or any of his agent, shall have the right to
enter said premises, during all reasonable hours, to examine the same to make
such repairs, additions or alterations as

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may be deemed necessary for the safety of said premises. This is for emergency
repair, any entry that is not safety or somehow very timely in nature, (like a
leak in the water system) will be with reasonable notice by both parties.

         TWELFTH: The Lessee hereby accepts the premises in the condition they
are in at the beginning of this lease and agrees to maintain said premises in
the same condition, order and repair as they are at the commencement of said
term, excepting only reasonable wear and tear arising from the use thereof under
this agreement, and to make good to said Lessor immediately upon demand, any
damage to electric lights or any fixtures, appliances or appurtenances of said
premises, or of the building, caused by any act of negligence of Lessee, or of
any person or persons in the employ or under the control of Lessee.

         THIRTEENTH: It is expressly agreed and understood by and between the
parties to this agreement, that the landlord shall not be liable for any damage
or injury by water, which may be sustained by said tenant or other person or for
any other damage or injury resulting from the carelessness, negligence or
improper conduct on the part of any other tenant or agents, or employees. Lessee
shall carry a public liability policy or his business operations, fire, and
legal liability coverage to adequately cover the Lessee exposure. The Lessor
must be a named insured to protect the Lessor in the event of a loss caused by
the Tenant.

         FOURTEENTH: If the Lessee shall become insolvent or if bankruptcy
proceedings shall be begun by or against the Lessee, before the end of said term
the Lessor is hereby irrevocably authorized, at its option, to forthwith cancel
this lease, as to a default. Lessor may elect to accept rent from such receiver,
trustee, or other judicial officer during the term of their occupancy in their
fiduciary capacity without effecting Lessor's rights as contained in this
contract, but no receiver, trustee or other judicial officer shall ever have any
right, title or interest in or to the above described property by virtue of this
contract.

         FIFTEENTH: This contract shall bind the Lessor and its assigns or
successors, and the heirs, assigns, administrators, legal representative,
executors, or successors as the case may be, of the Lessee.

         SIXTEENTH: It is understood and agreed between the parties hereto that
time is of the essence of this contract and this applies to all terms and
conditions contained herein.

         SEVENTEENTH: It is understood and agreed between the parties hereto
that written notice mailed or delivered to the office of the Lessor shall
constitute sufficient notice to the Lessor, to comply with the terms of this
contract.

         EIGHTEENTH: The rights of the Lessor under the foregoing shall be
cumulative, and failure on the part of the Lessor to exercise promptly any
rights given hereunder shall not operate to forfeit any of the said rights.


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         NINETEENTH: It is further understood and agreed between the parties
hereto that any charges against the Lessee by the Lessor for services or for
work done on the premises by order of the Lessee or otherwise accruing under
this contract shall be considered as rent due and shall be included in any lien
for rent due and unpaid.

         TWENTIETH: Lessee agrees to subordinate its leasehold interest to any
new mortgage placed on premises. Lessee will sign any necessary, and reasonable
papers, at request of Lessor, to allow said subordination.

         TWENTY-FIRST: The Lessee agrees to use a sign approved by Lessor.

         TWENTY-SECOND: At the end of each lease year, the rent will be
increased by 3.5% or CPI with cap at 7.5% (Option of 3.5%).

         IN WITNESS WHEREOF, the parties have hereunto executed this instrument
for the purpose herein expressed, the day and year first above written.

Signed
in the presence of:

                  /s/ Donald E. Browning
                  --------------------------------------------------
                  Donald E. Browning    Lessor, Date  8/10/98

                  /s/ Seair, and Steven H. Kerr Lessee
                  --------------------------------------------------
                  As to Lessee: Seair, and Steven H. Kerr Lessee,  Date 8/10/98

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