EXHIBIT 10.35

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                     APOLLO BEACH PLAZA LIMITED PARTNERSHIP
                            6412 U.S. HWY. 41, NORTH
                                  P.O. BOX 3471
                             APOLLO BEACH, FL 33572

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

                            Telephone (813) 645-7745
                               Fax (813) 645-5933


                                 LEASE AGREEMENT


THIS LEASE MADE THIS 1ST DAY OF SEPTEMBER, 1997, BY AND BETWEEN APOLLO BEACH
PLAZA LIMITED PARTNERSHIP, HEREAFTER REFERRED TO AS "LANDLORD" AND APOLLO
INTERNATIONAL OF DELAWARE, INC., HEREAFTER REFERRED TO AS "TENANT".


                             INTRODUCTORY PROVISIONS


CERTAIN FUNDAMENTAL LEASE PROVISIONS ARE PRESENTED HERE SOLELY TO FACILITATE
CONVENIENT REFERENCE BY PARTIES HERETO:
<TABLE>
<CAPTION>

<S>                                                         <C>
A)     TENANT'S TRADE NAME:                                 APOLLO INTERNATIONAL OF DELAWARE, INC.

B)     MAIN TERM:                                           APPROXIMATE 60 MONTHS, EXPIRES:  8/31/2002

C)     TENANT'S SPACE NUMBER:                               6442-60, ADDRESS:  6442 U.S. HWY. 41 N., APOLLO BEACH,
                                                            FL 33572

D)     ESTIMATED SQ. FOOTAGE IN PREMISES:                   8,000

E)     TENANT'S INTERIOR IMPROVEMENTS CONSTRUCTION
       COMMENCEMENT DATE:                                   9/1/97

F)     CONSTRUCTION PERIOD:

G)     MINIMUM BASE RENT:                                   PER MONTH $4166.67

H)     PERCENTAGE RENT:                                     NONE

I)     RENT COMMENCEMENT DATE:                              9/1/97

J)     CAM COMMENCEMENT DATE:                               9/1/97

K)     SECURITY DEPOSIT:                                    $8,333.34


<PAGE>


L)     OTHER SUMS PAYABLE (FIRST YEAR):                     EST. COMMON AREA MAINTENANCE (MONTHLY) - $393.33
                                                            EST. REAL ESTATE TAX (MONTHLY)  -$460.00
                                                            EST. INSURANCE (MONTHLY) - $180.00
                                                            EST. FLORIDA SALES TAX (@ 7%) - (MONTHLY) $364.00
                                                            EFFECTIVE 10/1/97 SALES TAX WILL BE 6.75% - $351.00
                                                            SALES TAX WILL BE PAYABLE AS REQUIRED BY STATE OF
                                                            FLORIDA ON ALL ADDITIONAL RENT, SUCH AS:  C.A.M., REAL
                                                            ESTATE REIMBURSEMENT, INSURANCE AND ALL OTHER CHARGES
                                                            SO SET FORTH IN THIS LEASE
                                                            TOTAL MONTHLY RENT - $4464.00
                                                            AS OF 10/1/97 - $5551.00

M)     USE SUMMARY:                                         ELECTRONIC MANUFACTURING - LESSEE PAYS CIT ONLY FOR
                                                            FIRST EIGHT MONTHS OF $1033.33 PER MONTH ONLY PLUS CIT
                                                            OF $1033.33 PLUS APPLICABLE SALES TAX.  RENT ADJUSTED
                                                            EACH 9/1 THEREAFTER AS PER RENT SCHEDULE.
</TABLE>

1.       DEMISED PREMISES

         LANDLORD LEASES TO TENANT AND TENANT RENTS FROM LANDLORD THOSE CERTAIN
PREMISES, NOW OR HEREAFTER TO BE ERECTED IN THE SHOPPING CENTER HAVING A GROSS
LEASABLE AREA OF APPROXIMATELY 113,000 SQUARE FEET (HEREINAFTER REFERRED TO AS
"SHOPPING CENTER") LOCATED AT 6412 U.S. HWY 41 NORTH, APOLLO BEACH, FLORIDA
33572, WHICH PREMISES ARE MORE PARTICULARLY DESCRIBED AS FOLLOWS: A STORE HAVING
A WIDTH OF APPROXIMATELY 50 FEET, SAID MEASUREMENTS BEING FROM CENTER OF
PARTITION TO CENTER OF PARTITION, EXCEPT THAT IN THE EVENT DEMISED PREMISES IS
AN END STORE, MEASUREMENTS SHALL INCLUDE FULL WIDTH OF END WALL, AND DEPTH OF
APPROXIMATELY 160 FEET, OUTSIDE DIMENSIONS (ALL HEREINAFTER COLLECTIVELY CALLED
"DEMISED PREMISES").


                                       -2-

<PAGE>


LESSEE:  APOLLO INTERNATIONAL OF DELAWARE, INC.

                                      INDEX
                                      -----

SUBJECT                                                                 PAGE NO.
-------                                                                 --------

1.   DEMISED PREMISES......................................................2
2.   COMMENCEMENT OF TERM AND POSSESSION...................................4
3.   LENGTH OF TERM........................................................5
4.   USE OF PREMISES.......................................................5
5.   RENTAL................................................................5
6.   SECURITY DEPOSIT......................................................7
7.   COMMON AREA FACILITIES................................................8
8.   PUBLIC UTILITIES......................................................9
9.   TAXES.................................................................9
10.  INSURANCE............................................................10
11.  REPAIRS..............................................................10
12.  TENANT'S RIGHT TO MAKE ALTERATIONS...................................11
13.  AFFIRMATIVE COVENANTS OF TENANT......................................11
14.  NEGATIVE COVENANTS OF TENANT.........................................13
15.  SIGNS................................................................13
16.  RIGHTS OF LANDLORD...................................................13
17.  DAMAGE TO PREMISES...................................................14
18.  INDEMNIFICATION, PUBLIC LIABILITY INSURANCE AND OTHER INSURANCE......14
19.  WAIVER OF CLAIMS.....................................................15
20.  TRADE FIXTURES.......................................................16
21.  ASSIGNING, MORTGAGING, SUBLETTING....................................16
22.  SUBORDINATION........................................................16
23.  PERFORMANCE OF TENANT'S COVENANTS....................................16
24.  EVENTS OF DEFAULT....................................................17
25.  RIGHTS OF LANDLORD UPON DEFAULT BY TENANT............................18
26.  FINANCING AGREEMENT..................................................19
27.  CUSTOMS AND USAGE....................................................19
28.  SURRENDER AND HOLDING OVER...........................................19
29.  ADDITIONAL CONSTRUCTION..............................................19
30.  CONDEMNATION.........................................................20
31.  NOTICES..............................................................20
32.  SUCCESSORS AND ASSIGNS...............................................20
33.  QUIET ENJOYMENT......................................................21
34.  BROKERS..............................................................21
35.  SCOPE AND INTERPRETATION OF THE AGREEMENT............................21
36.  EXCULPATION..........................................................21
37.  CAPTIONS.............................................................21
38.  DELETED..............................................................22
39.  MODIFICATION.........................................................22
40.  JOINT OBLIGATION.....................................................22
41.  TIME IS OF THE ESSENCE...............................................22
42.  AUTHORITY............................................................22
43.  CHOICE OF LAW........................................................22
44.  RADON GAS............................................................22
45.  LANDLORD'S ACCEPTANCE................................................22
46.  SUPPLEMENTAL CODE COMPLIANCE PROVISION...............................23


RIDER #1 - ADDENDUM TO LEASE 
RIDER #2 - OPTION TO RENEW 
RIDER #3 - GUARANTY
RIDER #4 - EXHIBITS
RIDER #5 - RENT SCHEDULE & OPTION


                                      -3-

<PAGE>


         THE BOUNDARIES AND LOCATION OF THE DEMISED PREMISES ARE OUTLINED IN RED
IN A DIAGRAM OF THE SHOPPING CENTER, WHICH IS ATTACHED HERETO AND MADE A PART
HEREOF AND MARKED "EXHIBIT A". SAID EXHIBIT SETS FORTH THE GENERAL LAYOUT OF THE
- SHOPPING CENTER AND SHALL NOT BE DEEMED TO BE A WARRANTY, REPRESENTATION OR
AGREEMENT ON THE PART OF LANDLORD THAT SAID SHOPPING CENTER WILL BE EXACTLY AS
INDICATED ON SAID DIAGRAM. LANDLORD MAY INCREASE, REDUCE OR CHANGE THE NUMBER,
DIMENSIONS OR LOCATIONS OF THE WALKS, BUILDINGS AND PARKING AREAS AS LANDLORD
SHALL DEEM PROPER, AND RESERVES THE RIGHT TO MAKE ALTERATIONS OR ADDITIONS TO,
AND TO BUILD ADDITIONAL STORES ON, THE BUILDING IN WHICH THE DEMISED PREMISES
ARE CONTAINED AND TO ADD BUILDINGS ADJOINING SAME OR ELSEWHERE IN THE SHOPPING
CENTER. THE USE AND OCCUPATION BY TENANT OF THE DEMISED PREMISES SHALL INCLUDE
THE RIGHT TO THE NON-EXCLUSIVE USE, IN COMMON WITH OTHERS, OF ALL SUCH
AUTOMOBILE PARKING AREAS, DRIVEWAYS, TRUCK AND SERVICE COURTS, WALKS AND OTHER
FACILITIES DESIGNATED FOR COMMON USE, AS HAVE BEEN INSTALLED BY LANDLORD, AND OF
SUCH OTHER AND FURTHER FACILITIES AS MAY BE PROVIDED OR DESIGNATED FROM TIME TO
TIME BY LANDLORD FOR COMMON USE, SUBJECT HOWEVER, TO THE TERMS AND CONDITIONS OF
THIS LEASE AND TO REASONABLE RULES AND REGULATIONS FOR THE USE THEREOF, AS
PRESCRIBED FROM TIME TO TIME BY LANDLORD.

2.       COMMENCEMENT OF TERM AND POSSESSION

         A. LANDLORD WARRANTS THAT IT IS THE OWNER OF THE TRACT OF LAND SHOWN ON
EXHIBIT "A".

         B. THE TERM OF THIS LEASE SHALL COMMENCE UPON TURNOVER. IN THE EVENT
TENANT SHALL BE REQUIRED TO OPEN FOR BUSINESS ON A DAY OTHER THAN THE FIRST DAY
OF THE MONTH, THEN THE RENT SHALL BE PAYABLE PURSUANT TO PARAGRAPH 5A OF THIS
LEASE FOR THE FRACTIONAL PROPORTION THEREOF ON THE BASIS OF A THIRTY (30) DAY
MONTH AND THE TERM OF THE LEASE SHALL COMMENCE ON THE FIRST DAY OF THE MONTH
NEXT SUCCEEDING. TENANT SHALL, UPON REQUEST OF LANDLORD, EXECUTE AND DELIVER TO
LANDLORD A WRITTEN DECLARATION IN RECORDABLE FORM STATING AND INSURING THE
COMMENCEMENT AND TERMINATION DATE THEREOF AND CERTIFYING THAT THE LEASE IS IN
FULL FORCE AND EFFECT AND THERE ARE NO DEFENSES OR OFFSETS THERETO OR STATING
THOSE CLAIMED BY TENANT.

         C. TENANT AGREES THAT UPON RECEIVING NOTICE FROM LANDLORD THAT DEMISED
PREMISES ARE SUBSTANTIALLY COMPLETED, TENANT WILL, WITH DUE DILIGENCE, PROCEED
TO INSTALL SUCH FIXTURES AND EQUIPMENT AND TO PERFORM SUCH OTHER WORK AS SHALL
BE NECESSARY OR APPROPRIATE IN ORDER TO PREPARE THE DEMISED PREMISES FOR THE
OPENING OF BUSINESS. IN THE EVENT THAT TENANT DOES NOT OPEN DEMISED PREMISES FOR
THE CONDUCT OF ITS BUSINESS WITH THIRTY (30) DAYS AFTER NOTICE TO TENANT THAT
THE DEMISED PREMISES ARE READY FOR TENANT AS PROVIDED ABOVE, LANDLORD, IN
ADDITION TO ALL OTHER REMEDIES HEREUNDER, SHALL HAVE THE OPTION OF TERMINATING
THIS LEASE BY GIVING TENANT WRITTEN NOTICE OF SUCH TERMINATION, WHEREUPON THIS
LEASE SHALL BE TERMINATED, UNLESS BY THE DATE OF GIVING OF SAID WRITTEN NOTICE
TENANT SHALL HAVE OPENED THE DEMISED PREMISES FOR THE CONDUCT OF ITS BUSINESS.
TENANT AGREES TO SUBMIT TO LANDLORD WITHIN THIRTY (30) DAYS FROM THE EXECUTION
OF THIS LEASE PLANS AND SPECIFICATIONS COVERING ALL WORK WHICH TENANT PROPOSES
TO DO AT TENANT'S SOLE COST AND EXPENSE IN THE DEMISES PREMISES. SUCH PLANS AND
SPECIFICATIONS SHALL BE PREPARED IN SUCH DETAIL AS LANDLORD MAY REQUIRE AND
TENANT AGREES NOT TO COMMENCE WORK UPON ANY OF THE AFORESAID TENANT'S WORK UNTIL
LANDLORD HAS APPROVED SUCH PLANS AND SPECIFICATIONS IN WRITING. LANDLORD 


                                      -4-

<PAGE>


AGREES TO ACT WITH REASONABLE PROMPTNESS WITH RESPECT TO SUCH PLANS AND
SPECIFICATIONS. WORK COMPLETE.

         D. LANDLORD AGREES THAT UPON THE DATE OF DELIVERY OF POSSESSION TO THE
TENANT, DEMISES PREMISES SHALL BE FREE OF ALL VIOLATIONS, ORDERS OR NOTICES OF
VIOLATIONS OF ALL PUBLIC AUTHORITIES.

         E. BY OCCUPYING THE DEMISED PREMISES AS A TENANT, OR BY INSTALLING
FIXTURES, FACILITIES OR EQUIPMENT OR PERFORMING FINISHING WORK AND INTERIOR
IMPROVEMENTS, TENANT SHALL BE DEEMED TO HAVE ACCEPTED THE DEMISED PREMISES AND
TO HAVE ACKNOWLEDGED THAT THE DEMISED PREMISES ARE IN THE CONDITION REQUIRED BY
THIS LEASE.

3.       LENGTH OF TERM

         THE TERM OF THIS LEASE SHALL BE FOR SIXTY (60) MONTHS FOLLOWING THE
COMMENCEMENT OF THE TERM, AS DEFINED IN PARAGRAPH 2 ABOVE, UNLESS SOONER
TERMINATED OR EXTENDED AS HEREINAFTER PROVIDED. (IN THE EVENT THAT THE PARTIES
HAVE AGREED TO A DATE CERTAIN AS TO THE COMMENCEMENT OF THE TERM, THE LEASE
SHALL BEGIN ON THE FIRST DAY OF SEPTEMBER, 1997.

         THE SUM OF $33,333.36 PLUS SALES TAX REPRESENTING 8 MONTHS RENTAL AT
THE SIGNING OF THIS LEASE, WHICH SUM SHALL BE CREDITED TOWARD THE 1ST THRU 8TH
MONTHS RENT PAYABLE UNDER THE TERMS OF PARAGRAPH 5A OF THIS LEASE, RECEIPT OF
WHICH IS HEREBY ACKNOWLEDGED, SHALL BE NON-REFUNDABLE AND SHALL BE RETAINED BY
LANDLORD AS CONSIDERATION FOR THE EXECUTION OF THIS LEASE IN THE EVENT THAT
TENANT SHOULD CANCEL OR DEFAULT UNDER THE TERMS OF THIS LEASE AFTER COMMENCEMENT
OF CONSTRUCTION OF THE SHOPPING CENTER IN WHICH THE DEMISED PREMISES ARE
LOCATED.

4.       USE OF PREMISES:

         A. TENANT SHALL USE THE DEMISED PREMISES SOLELY FOR THE PURPOSE OF THE
PRINCIPAL BUSINESS OF: PRINCIPAL USE: ELECTRONIC MANUFACTURING. SECONDARY USE:
___________________________.
RESTRICTION:__________________________________________________ AND SHALL OPERATE
SAID BUSINESS UNDER THE NAME OF: APOLLO INTERNATIONAL OF DELAWARE, INC. TENANT
SHALL NOT USE OR PERMIT OR SUFFER THE USE OF THE DEMISED PREMISES FOR ANY OTHER
BUSINESS OR PURPOSE.

         B. DELETED

5.       RENTAL:

         A. MINIMUM RENTAL: TENANT COVENANTS AND AGREES TO PAY LANDLORD A
MINIMUM ANNUAL RENTAL OF: FIFTY THOUSAND, ($50,000.00) DOLLARS PLUS SALES TAX OR
ANY OTHER CHARGE WHICH MAY BE MADE ON THE RENTAL BE ANY FEDERAL, STATE OR LOCAL
GOVERNMENTAL AUTHORITY, PAYABLE IN EQUAL MONTHLY INSTALLMENTS WITHOUT NOTICE,
DEDUCTION OR SET-OFFS, ON THE FIRST DAY OF EACH CALENDAR MONTH DURING THE TERM
HEREOF. SUCH MINIMUM RENT SHALL COMMENCE TO ACCRUE: 9/1/97, SAID DATE BEING
HEREIN SOMETIMES REFERRED TO AS THE "RENTAL COMMENCEMENT DATE". THE FIRST RENTAL
PAYMENT DATE HEREUNDER SHALL BE THE FIRST DAY OF THE FIRST CALENDAR MONTH
FOLLOWING THE RENTAL COMMENCEMENT DATE AND SHALL INCLUDE, IN ADDITION TO ONE
FULL MONTH'S ADVANCE RENT, A PRORATED AMOUNT APPLICABLE TO THE PERIOD FROM THE


                                      -5-

<PAGE>


RENTAL COMMENCEMENT DATE TO SUCH RENTAL PAYMENT DATE. NOTWITHSTANDING THE
FOREGOING, IF THE RENTAL COMMENCEMENT DATE IS THE FIRST DAY OF A CALENDAR MONTH,
IN THAT EVENT, THE FIRST FULL MONTH'S ADVANCE RENT SHALL BE DUE AND PAYABLE. THE
MINIMUM RENTAL UNDER THIS PARAGRAPH SHALL BE ADJUSTED ANNUALLY PURSUANT TO
PARAGRAPH 5B.

         B. ANNUAL RENTAL ADJUSTMENTS WITH CPI: IN VIEW OF THE FLUCTUATION
PURCHASING POWER OF THE DOLLAR, THE PARTIES HERETO, DESIRING TO ADJUST THE RENT
HEREUNDER TO SUCH PURCHASING POWER ON AN ANNUAL BASIS, AGREE THAT ADJUSTMENTS
SHALL BE MADE IN THE MINIMUM ANNUAL RENTAL YEARLY AS HEREINAFTER PROVIDED SO AS
TO REFLECT AS NEARLY AS POSSIBLE SUCH FLUCTUATIONS. THE PARTIES HERETO ADOPT AS
THE STANDARD FOR MEASURING SUCH FLUCTUATIONS THE REVISED CONSUMER PRICE INDEX,
UNITED STATES AVERAGE ON ALL ITEMS AND COMMODITY GROUPS ISSUED BY THE BUREAU OF
LABOR STATISTICS OF THE UNITED STATES, HEREINAFTER REFERRED TO AS THE "INDEX".
THE INDEX FOR THE MONTH IN WHICH THE TERM OF THIS LEASE COMMENCES SHALL BE TAKEN
AS THE BASIC STANDARD.

         THE FIRST ADJUSTMENT SHALL BE MADE ON THE FIRST DAY OF THE SECOND LEASE
YEAR AND THEREAFTER ADJUSTMENTS WILL BE MADE ANNUALLY AND WILL BE EFFECTIVE FOR
THE ENSUING LEASE YEARS. RENTAL ADJUSTMENTS SHALL BE MADE BY MULTIPLYING THE
FIXED MINIMUM ANNUAL RENTAL INITIALLY SPECIFIED HEREIN BY A FRACTION, THE
NUMERATOR OF WHICH SHALL BE THE NEW INDEX FIGURE (SUCH FIGURE BEING THE INDEX
FIGURE FOR THE MONTH IMMEDIATELY PRECEDING EACH RENTAL ADJUSTMENT DATE) AND THE
DENOMINATOR OF WHICH SHALL BE THE BASIC STANDARD; AND THE RESULT THUS OBTAINED
SHALL BE THE ANNUAL RENTAL TO BE PAID IN MONTHLY INSTALLMENTS OVER THE ENSUING
LEASE YEAR PERIOD.

         IT IS UNDERSTOOD THAT THE INDEX IS NOW BEING PUBLISHED MONTHLY BY THE
BUREAU OF LABOR STATISTICS OF THE UNITED STATES DEPARTMENT OF LABOR. SHOULD IT
BE PUBLISHED AT OTHER INTERVALS SO THAT THE MONTHLY FIGURE CANNOT BE DETERMINED
EXACTLY AS ABOVE CONTEMPLATED FOR THE BASIC STANDARD, THEN THE BASIC STANDARD
SHALL BE ARRIVED AT FROM THE INDEX OR INDEXES PUBLISHED BY SAID BUREAU MOST
CLOSELY APPROXIMATING THE SAID ONCE A MONTH INTERVAL. SHOULD SAID BUREAU OF
LABOR STATISTICS CHANGE THE MANNER OF COMPUTING SUCH INDEX, THE BUREAU SHALL BE
REQUESTED TO FURNISH A CONVERSION FACTOR DESIGNED TO ADJUST THE NEW INDEX TO THE
ONE PREVIOUSLY IN USE, AND THE ADJUSTMENT TO THE NEW INDEX SHALL BE MADE ON THE
BASIS OF SUCH CONVERSION FACTOR. SHOULD THE PUBLICATION OF SAID INDEX BE
DISCONTINUED BY SAID BUREAU OF LABOR STATISTICS, THEN SUCH OTHER INDEX AS MAY BE
PUBLISHED BY SUCH BUREAU MOST NEARLY APPROACHING SAID DISCONTINUED INDEX SHALL
BE USED IN MAKING THE ADJUSTMENTS HEREIN PROVIDED. SHOULD SAID BUREAU
DISCONTINUE THE PUBLICATION OF AN INDEX APPROXIMATING THE INDEX HEREIN
CONTEMPLATED, THEN SUCH INDEX AS MAY BE PUBLISHED BY ANOTHER UNITED STATES
GOVERNMENTAL AGENCY, AS MOST NEARLY APPROXIMATES THE INDEX HEREIN FIRST ABOVE
REFERRED TO, SHALL GOVERN AND BE SUBSTITUTED AS THE INDEX TO BE USED SUBJECT TO
THE APPLICATION OF AN APPROPRIATE CONVERSION FACTOR TO BE FURNISHED BY THE
GOVERNMENTAL AGENCY PUBLISHING THE ADOPTED INDEX. IF SUCH GOVERNMENTAL AGENCY
WILL NOT FURNISH SUCH CONVERSION FACTOR, THEN ANOTHER INDEX GENERALLY RECOGNIZED
AS AUTHORITATIVE SHALL BE SUBSTITUTED BY LANDLORD.

         FOR ANY CONSUMER PRICE INDEX ADJUSTMENT HEREUNDER PAID, THE CPI
ADJUSTMENT SHALL BE 10% OF THE RENTAL PAID IMMEDIATELY PRIOR TO SUCH ADJUSTMENT
WHEN SUCH ADJUSTMENT IS MADE AFTER A ONE (1) YEAR PERIOD. CPI AS OF JUNE TWO
MONTHS PRIOR TO RENEWAL DATE.


                                      -6-

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         IN THE EVENT OF ANY CONTROVERSY ARISING AS TO THE PROPER ADJUSTMENT OF
THE RENTAL PAYMENTS AS HEREIN PROVIDED, TENANT SHALL PAY THE ADJUSTED RENT AS
FIXED BY LANDLORD UNTIL SUCH TIME AS SAID CONTROVERSY HAS BEEN SETTLED, AT WHICH
TIME AN ADJUSTMENT WILL BE MADE, RETROACTIVE TO THE BEGINNING OF THE ADJUSTMENT
PERIOD IN WHICH THE CONTROVERSY AROSE. HOWEVER, IN NO EVENT SHALL THE ANNUAL
RENT DUE AND PAYABLE HEREUNDER BE LESS THAN THE ANNUAL RENT PAYABLE IN THE
PRECEDING YEAR, REGARDLESS OF THE VALUE OF THE DOLLAR AS REFLECTED BY SAID
INDEX.

         C. RELATIONSHIP OF PARTIES: NOTWITHSTANDING THE PAYMENT OF
PERCENTAGE RENT, IT IS AGREED THAT LANDLORD SHALL IN NO EVENT BE DEEMED TO BE A
PARTNER OR ENGAGED IN A JOINT TENANT WITH, OR AN ASSOCIATE OF TENANT IN THE
CONDUCT OF ITS BUSINESS, NOR SHALL LANDLORD BE LIABLE FOR ANY DEBTS INCURRED BY
TENANT IN THE CONDUCT OF ITS BUSINESS. NOTHING IN THIS LEASE CONTAINED SHALL BE
DEEMED OR CONSTRUED TO CONFER UPON LANDLORD ANY INTEREST IN THE BUSINESS OF THE
TENANT. THE RELATIONSHIP OF THE PARTIES DURING THE TERM OF THIS LEASE SHALL BE
AT ALL TIMES THAT OF LANDLORD AND TENANT.

         D. TIME AND PLACE OF PAYMENT: TENANT SHALL PROMPTLY PAY ALL
RENTALS AND OTHER CHARGES DUE HEREUNDER AND RENDER ALL STATEMENTS HEREIN
PRESCRIBED AT THE OFFICE OF THE LANDLORD OR LANDLORDS AGENT, 6412 U.S. HWY 41,
NORTH, APOLLO BEACH, FL 33572, OR TO SUCH OTHER PERSON OR CORPORATION, OR AT
SUCH OTHER PLACE AS SHALL BE DESIGNATED BY LANDLORD IN WRITING, ON OR BEFORE THE
DESIGNATED DUE DATE. IF LANDLORD SHALL PAY ANY MONIES OR INCUR ANY EXPENSES IN
CORRECTION OF ANY VIOLATION OF ANY COVENANT OF TENANT HEREIN SET FORTH THE
AMOUNTS SO PAID OR INCURRED SHALL, AT LANDLORD'S OPTION AND ON NOTICE TO TENANT,
BE CONSIDERED ADDITIONAL RENTALS PAYABLE BY TENANT WITH THE FIRST INSTALLMENT OF
RENTAL THEREAFTER TO BECOME DUE AND PAYABLE AND MAY BE COLLECTED OR ENFORCED AS
BY LAW PROVIDED IN RESPECT OF RENTALS. TENANT AGREES TO PAY INTEREST OF 10% OF
TOTAL RENT CHARGES SIMULTANEOUSLY WITH PAYMENTS MADE TO LANDLORD AFTER THE 5TH
OF EACH MONTH, SUCH INTEREST WILL BECOME DUE AND PAYABLE AFTER THE 5TH OF EACH
MONTH ANY MAY BE COLLECTED OR ENFORCED AS PROVIDED UNDER PARAGRAPH 25 OF THIS
LEASE.

6.       SECURITY DEPOSIT:

         A. SIMULTANEOUSLY, WITH THE EXECUTION OF THIS LEASE, THE TENANT SHALL
DEPOSIT WITH THE LANDLORD THE SUM OF EIGHT THOUSAND THREE HUNDRED THIRTY THREE
DOLLARS AND 34/100 ($8,333.34) DOLLARS ON ACCOUNT TO BE HELD AS COLLATERAL
SECURITY FOR THE PAYMENT OF ANY RENTALS AND OTHER SUMS OF MONEY PAYABLE BY
TENANT UNDER THIS LEASE, AND FOR THE FAITHFUL PERFORMANCE OF ALL OTHER COVENANTS
AND AGREEMENTS OF TENANT HEREUNDER; THE AMOUNT OF SAID DEPOSIT, WITHOUT
INTEREST, TO BE REPAID TO TENANT AFTER THE TERMINATION OF THIS AND ANY RENEWAL
THEREOF, PROVIDED TENANT SHALL HAVE MADE ALL SUCH PAYMENTS, AND PERFORMED ALL
SUCH COVENANTS AND AGREEMENTS. UPON ANY DEFAULT BY TENANT HEREUNDER ALL OR PART
OF SAID DEPOSIT MAY, AT LANDLORD'S SOLE OPTION, BE APPLIED ON ACCOUNT OF SUCH
DEFAULT, AND THEREAFTER TENANT SHALL PROMPTLY RESTORE THE RESULTING DEFICIENCY
IN SAID DEPOSIT. SHOULD LANDLORD RETAIN SAID DEPOSIT ON ACCOUNT OF DEFAULT, THE
DEPOSIT SHALL IN NO WAY BE CONSTRUED AS LIQUIDATED DAMAGES, AND LANDLORD
RESERVES ITS RIGHT TO SEEK ANY ADDITIONAL DAMAGES SUSTAINED FROM DEFAULT BY
TENANT. TENANT HEREBY WAIVES THE BENEFIT OF ANY PROVISION OF LAW REQUIRING SUCH
DEPOSIT TO BE HELD IN ESCROW OR IN TRUST, AND SAID DEPOSIT SHALL BE DEEMED TO BE
THE PROPERTY OF LANDLORD AND MAY BE CO-MINGLED BY LANDLORD WITH ITS OWN FUNDS.
IN THE DEMISED 


                                      -7-

<PAGE>


PREMISES IN THE EVENT THAT SUCH INTEREST BE SOLD AND THEREUPON
LANDLORD SHALL BE DISCHARGED FROM ANY FURTHER LIABILITY WITH RESPECT TO SUCH
DEPOSIT, AND THIS PROVISION SHALL ALSO APPLY TO ANY SUBSEQUENT TRANSFERS.

7.       COMMON AREA FACILITIES

         A. ALL FACILITIES FURNISHED BY LANDLORD IN THE SHOPPING CENTER AND
DESIGNATED FOR THE GENERAL USE, IN COMMON, OF OCCUPANTS OF THE SHOPPING CENTER,
INCLUDING TENANT HEREUNDER, THEIR OFFICERS, AGENTS, EMPLOYEES AND CUSTOMERS,
INCLUDING, BUT NOT LIMITED TO PARKING AREAS, TRUCKWAY OR WAYS, LOADING DOCKS,
PEDESTRIAN SIDEWALKS AND RAMPS, LANDSCAPED AREAS, EXTERIOR STAIRWAYS AND OTHER
SIMILAR FACILITIES SHALL AT ALL TIMES BE SUBJECT TO THE EXCLUSIVE CONTROL AND
MANAGEMENT OF LANDLORD, AND LANDLORD SHALL HAVE THE RIGHT FROM TIME TO TIME TO
CHANGE THE AREA, LEVEL, LOCATION AND ARRANGEMENT OF SUCH PARKING AREAS AND OTHER
FACILITIES ABOVE REFERRED TO, TO RESTRICT PARKING BY TENANTS AND THEIR EMPLOYEES
TO EMPLOYEE PARKING AREAS, AND TO MAKE RULES AND REGULATIONS PERTAINING TO AND
NECESSARY FOR THE PROPER OPERATION AND MAINTENANCE OF THE COMMON FACILITIES.
LANDLORD SHALL, ALSO HAVE THE RIGHT FROM TIME TO TIME TO ESTABLISH CHANGE,
ALTER, AMEND, AND ENFORCE AGAINST TENANT AND THE OTHER USERS OF THE COMMON
FACILITIES SUCH REASONABLE RULES AND REGULATIONS (INCLUDING THE EXCLUSION OF
EMPLOYEES, PARKING FROM THE COMMON FACILITIES) AS IN ITS OPINION ARE NECESSARY
OR ADVISABLE FOR THE PROPER AND EFFICIENT OPERATION AND MAINTENANCE OF THE
COMMON FACILITIES. THE RULES AND REGULATIONS MAY INCLUDE, WITHOUT LIMITATION,
THE HOURS DURING WHICH THE COMMON FACILITIES SHALL BE OPEN FOR USE.

         B. IN EACH LEASE YEAR, TENANT WILL PAY TO LANDLORD AS ADDITIONAL RENT
HEREUNDER SUCH PROPORTION OF LANDLORD'S OPERATING COST OF COMMON FACILITIES AS
THE GROSS FLOOR AREA OF THE DEMISED PREMISES BEARS TO THE GROSS FEASIBLE GROUND
FLOOR AREA OF ALL OF THE BUILDINGS OF LANDLORD IN THE SHOPPING CENTER, EXCLUDING
THE GROSS SQUARE FOOTAGE OF THOSE AREAS LEASED TO MAJOR OR ANCHOR TENANTS.

         C. FOR THE PURPOSE OF THIS PARAGRAPH 7, "LANDLORD'S OPERATING COST OF
COMMON FACILITIES" IS DEFINED AS INCLUDING ALL REASONABLE COSTS AND EXPENSES
INCURRED BY LANDLORD IN OPERATING, MAINTAINING AND REPAIRING SAID FACILITIES,
INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING: GARDENING AND LANDSCAPE
MAINTENANCE, PROVISION OF STORM WATER RETENTION, WATER, SEWER SERVICE CHARGE,
ELECTRICITY AND OTHER UTILITIES, PARKING AREA MAINTENANCE AND REPAIRS (INCLUDING
STRIPING, CLEANING, SWEEPING AND RESURFACING), COST OF PUBLIC LIABILITY AND
PROPERTY DAMAGE INSURANCE, LIGHTING, SANITARY CONTROL, REMOVAL OF TRASH,
RUBBISH, GARBAGE AND OTHER REFUSE, ADVERTISING AND PROMOTIONS, RENTAL FOR OR
DEPRECIATION ON MACHINERY AND EQUIPMENT USED IN MAINTENANCE, PAYROLL TAXES, COST
OF WORKMEN'S COMPENSATION AND OTHER INSURANCE CARRIED ON OR WITH RESPECT TO THE
COMMON AREA, OPERATION OF LOUDSPEAKER AND MUSIC SYSTEMS, MANAGEMENT FEE, AND THE
COST OF ALL PERSONNEL NECESSARY TO IMPLEMENT THE FOREGOING SERVICES AND
NECESSARY TO POLICE, CONTROL TRAFFIC, SUPPLY SECURITY SERVICE, AND TO MAINTAIN
AND TO OPERATE ALL OF THE FACILITIES CONSTITUTING A PART OF THE COMMON AREA AND
ANY OTHER COSTS PAYABLE UNDER THE PROVISIONS OF THIS LEASE; PROVIDED, HOWEVER,
THAT THE CONTRIBUTIONS MADE BY MAJOR OR ANCHOR TENANTS TOWARD SAID COMMON AREA
CHARGES SHALL BE DEDUCTED FROM THE "LANDLORD'S OPERATING COST OF COMMON
FACILITIES".

         D. THE ANNUAL CHARGES SHALL BE COMPUTED ON THE BASIS OF PERIODS OF
TWELVE (12) CONSECUTIVE CALENDAR MONTHS AS DESIGNATED BY LANDLORD, AND SHALL BE


                                      -8-

<PAGE>


PAID BY TENANT IN EQUAL INSTALLMENTS IN ADVANCE ON THE FIRST DAY OF EACH
CALENDAR MONTH IN AN AMOUNT ESTIMATED BY LANDLORD. WITHIN NINETY (90) DAYS AFTER
THE END OF SUCH TWELVE (12) MONTH PERIOD, LANDLORD WILL FURNISH TO TENANT A
STATEMENT SHOWING IN REASONABLE DETAIL THE AMOUNT OF LANDLORD'S SAID OPERATING
COASTS FOR THE PRECEDING PERIOD, ANDY NECESSARY ADJUSTMENTS SHALL THEREUPON BE
MADE, AND THE MONTHLY PAYMENTS TO BE MADE BY TENANT FOR THE ENSUING YEAR SHALL
BE ESTIMATED ACCORDINGLY. CHANGES IN APPLICABLE FLOOR AREAS SHALL RESULT IN
CORRESPONDING PRO RATE ADJUSTMENTS.

8.       PUBLIC UTILITIES:

         IN ADDITION TO ALL RENTALS HEREIN SPECIFIED, TENANT SHALL PAY FOR ALL
UTILITIES, UTILITY IMPACT FEES AND ADDITIONAL USER FEES USED OR CONSUMED IN OR
UPON THE DEMISED PREMISES, AND ALL SEWER CHARGES, AS AND WHEN THE CHARGES
THEREFORE SHALL BECOME DUE AND PAYABLE, AND TENANT SHALL PAY ANY GARBAGE OR
TRASH COLLECTION FEE IMPOSED BY ANY GOVERNMENTAL AUTHORITY.

9.       TAXES:

         AS USED HEREIN, THE TERM "TAXES" SHALL MEAN AND INCLUDE ALL REAL ESTATE
TAXES, ANDY OTHER TAXES, ASSESSMENTS, LICENSE AND PERMIT FEES, CHARGES FOR ANY
EASEMENT MAINTAINED FOR THE BENEFIT OF THE DEMISED PREMISES AND OTHER
GOVERNMENTAL LEVIES AND CHARGES OF EVERY KIND AND NATURE WHATSOEVER, GENERAL AND
SPECIAL, EXTRAORDINARY AS WELL AS ORDINARY, FORESEEN AND UNFORESEEN, AND EACH
AND EVERY INSTALLMENT THEREOF WHICH SHALL OR MAY FROM TIME TO TIME DURING THE
TERM OF THIS LEASE BE LEVIED, ASSESSED, IMPOSED, BECOME DUE AND PAYABLE OR LIENS
UPON, OR ARISE IN CONNECTION WITH THE USE, OCCUPANCY OR POSSESSION OF, OR BECOME
DUE AND PAYABLE OUT OF, OR FOR, THE ENTIRE SHIPPING CENTER OR ANY PART THEREOF,
OR ANY RENT OR INCOME RECEIVED THEREFROM, AND ANY LAND, BUILDINGS OR OTHER
IMPROVEMENTS THEREIN, INCLUDING INTEREST ON INSTALLMENT PAYMENTS AND ALL COSTS
AND FEES INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY LANDLORD IN
CONTESTING TAXES, ASSESSMENTS AND/OR NEGOTIATING WITH PUBLIC AUTHORITIES WITH
RESPECT TO THE SAME. FOR THE PURPOSE OF THIS PARAGRAPH 9, THE TERM " TAXES SHALL
NOT INCLUDE ANY CHARGE (SUCH AS WATER METER CHARGE AND THE SEWER BASED THEREON)
WHICH IS MEASURED BY THE CONSUMPTION BY THE ACTUAL USER OF THE ITEM OR SERVICE
FOR WHICH SUCH CHARGE IS MADE, UNLESS SUCH CHARGE IS A CHARGE LEVIED BY REASON
OF ANY OPERATION IN OR UPON THE COMMON FACILITIES AND IS THEREBY A COMMON
FACILITIES CHARGE. FURTHER, NOTHING HEREIN CONTAINED SHALL BE CONSTRUED TO
INCLUDE AS TAXES ANY INHERITANCE, ESTATE, SUCCESSION, TRANSFER, GIFT, FRANCHISE,
CORPORATION, NET INCOME OR PROFIT TAX OR CAPITAL LEVY THAT IS OR MAY BE IMPOSED
UPON LANDLORD, PROVIDED, HOWEVER, THAT IF AT ANY TIME DURING THE TERM OF THIS
LEASE THE METHODS AND/OR BASES OF TAXATION PREVAILING AT THE COMMENCEMENT DATE
SHALL BE ALTERED SO THAT IN ADDITION TO, OR IN LIEU OF OR AS A SUBSTITUTE FOR
THE WHOLE OR ANY PART OF THE TAXES NOW LEVIED, ASSESSED OR IMPOSED ON REAL
ESTATE AS SUCH, THERE SHALL BE LEVIED, ASSESSED OR IMPOSED (1) A TAX ON THE
RENTS RECEIVED FROM SUCH REAL ESTATE, OR (11) A LICENSE FEE MEASURED BY THE
RENTS RECEIVABLE BY LANDLORD FROM THE SHOPPING CENTER OR ANY PORTION THEREOF, OR
(111) A TAX OR LICENSE FEE IMPOSED UPON LANDLORD WHICH IS OTHERWISE MEASURED BY
OR BASED IN WHOLE OR IN PART UPON RENTS DERIVED FROM THE WHOLE SHOPPING CENTER
OR ANY PORTION THEREOF, THEN AND IN ANY OF SUCH EVENTS THE SAME SHALL BE
INCLUDED IN THE COMPUTATION HEREUNDER OF TAXES.


                                       -9-

<PAGE>


         LANDLORD SHALL PAY OR CAUSE TO BE PAID (SUBJECT TO THE PROVISIONS
REGARDING CONTRIBUTIONS BY TENANT HEREIN SET FORTH) ALL TAXES WHICH MAY BE
LEVIED, ASSESSED OR IMPOSED BY THE LAWFUL TAX AUTHORITIES AGAINST THE LAND,
BUILDINGS OR OTHER IMPROVEMENTS IN THE ENTIRE SHOPPING CENTER. THE OFFICIAL TAX
BILL OR BILLS, AS THE CASE MAY BE, ISSUED BY SUCH LAWFUL TAXING AUTHORITIES
SHALL BE CONCLUSIVE EVIDENCE AS TO THE AMOUNT OF ANY SUCH TAX (OR INSTALLMENT
THEREOF) LEVIED, ASSESSED OR IMPOSED UPON THE SHOPPING CENTER. ON THE FIRST DAY
OF EACH MONTH DURING THE COURSE OF THIS LEASE, TENANT SHALL PAY TO LANDLORD, AS
ADDITIONAL RENT IN ADVANCE, THE AMOUNT OBTAINED BY (1) COMPUTING 1/12 OF ALL
TAXES LEVIED, ASSESSED OR IMPOSED UPON THE SHOPPING CENTER DURING EACH TAX YEAR
IN WHICH THE MONTH IN QUESTION FALLS, (11) MULTIPLYING THE SUM, RESULTING FROM
THE COMPUTATION IN STEP (1) BY A FRACTION, THE NUMERATOR OF WHICH SHALL BE THE
FLOOR AREA OF THE DEMISED PREMISES, AND THE DENOMINATOR OF WHICH SHALL BE THE
FLOOR AREA OF ALL LEASABLE SPACE IN THE SHOPPING CENTER (THE RESULTANT AMOUNT
BEING HEREINAFTER REFERRED TO AS THE "PER SQUARE FOOT TAXES"), THE STATUS OF
SUCH FLOOR AREA IN EACH INSTANCE TO BE DETERMINED AS OF THE FIRST DAY OF THE
MONTH IN QUESTION. IF ON THE FIRST DAY OF THE MONTH IN QUESTION ON THE AMOUNT OF
ANY TAX PAYABLE DURING THE THEN CURRENT TAX YEAR SHALL NOT HAVE BEEN DETERMINED
BY THE TAXING AUTHORITIES, THEN THE AMOUNT PAYABLE BY TENANT SHALL BE BASED ON
THE AMOUNT OF THE CORRESPONDING TAX FOR THE IMMEDIATELY PRECEDING TAX YEAR,
SUBJECT TO IMMEDIATE ADJUSTMENT WHEN THE AMOUNT OF SUCH TAX FOR THE THEN CURRENT
TAX YEAR SHALL BE DETERMINED AND TENANT SHALL PAY SUCH ADJUSTMENT UPON BEING
BILLED THEREFOR BY LANDLORD. IF ANY TAX SHALL BE LEVIED, ASSESSED OR IMPOSED FOR
ANY FISCAL PERIOD WHICH DOES NOT CONTAIN 12 MONTHS, THEN IN MAKING THE
COMPUTATION OF TENANT'S OBLIGATION FOR TAXES FOR EACH MONTH IN SUCH FISCAL
PERIOD, THERE SHALL BE SUBSTITUTED IN THE COMPUTATION UNDER STEP (1), IN LIEU OF
1/12 OF SUCH TAX, THAT FRACTION THEREOF ARRIVED AT BY DIVIDING SUCH TAX BY THE
NUMBER OF MONTHS IN SUCH FISCAL PERIOD.

10.      INSURANCE:

         THE LANDLORD WILL PAY IN THE FIRST INSTANCE ALL PREMIUMS FOR FIRE,
FLOOR, WINDSTORMS, EXTENDED COVERAGE AND LIABILITY CASUALTY INSURANCE UPON THE
SHOPPING CENTER CONTAINING THE DEMISED PREMISES. TENANT SHALL PAY THAT PORTION
OF SAID PREMIUM EQUAL TO THE PRODUCT OBTAINED BY MULTIPLYING SAID AMOUNT BY A
FRACTION THE NUMERATOR OF WHICH SHALL BE THE FLOOR AREA OF THE DEMISED PREMISES
AND THE DENOMINATOR OF WHICH SHALL BE THE FLOOR AREA OF ALL LEASABLE SPACE IN
THE SHOPPING CENTER. TENANT SHALL PAY SUCH INSURANCE PREMIUMS IN 12 EQUAL
INSTALLMENTS AS ADDITIONAL RENT ON THE 1ST OF EACH MONTH. AN INSURANCE PREMIUM
BILL SUBMITTED BY LANDLORDS TO TENANT SHALL BE SUFFICIENT EVIDENCE OF THE AMOUNT
OF PREMIUM REQUIRED TO BE PAID. LANDLORD SHALL HAVE ALL THE REMEDIES FOR THE
COLLECTION OF TENANT'S SHARE OF REAL ESTATE TAXES AND INSURANCE PREMIUMS AS ARE
PROVIDED LANDLORD UNDER THE TERMS OF THIS LEASE FOR THE COLLECTION OF RENT.

11.      REPAIRS:

         LANDLORD WILL KEEP THE FOUNDATION, EXTERIOR WALLS AND ROOF OF THE
DEMISED PREMISES, EXCEPTING ANY WORK DONE BY TENANT AND ANY GLASS OR DOORS, IN
PROPER REPAIR, PROVIDED THAT IN EACH CASE TENANT SHALL HAVE GIVEN LANDLORD PRIOR
WRITTEN NOTICE OF THE NECESSITY OF SUCH REPAIRS. THE COST OF SUCH REPAIRS
PERFORMED BY LANDLORD SHALL BE INCLUDED IN THE LANDLORD'S OPERATING COST OF
COMMON FACILITIES SET FORTH IN PARAGRAPH 7C OF THIS LEASE. TENANT WILL KEEP THE
INTERIOR OF THE DEMISED PREMISES, TOGETHER WITH ALL FIXTURES AND ALL ELECTRICAL,
PLUMBING, HEATING, AIR CONDITIONING AND OTHER MECHANICAL INSTALLATIONS WHETHER


                                      -10-

<PAGE>


LOCATED WITHIN OR ON THE ROOF OF THE DEMISED PREMISES, ALL DOORS AND ALL PLATE
GLASS AND DOOR AND WINDOW GLASS IN GOOD ORDER AND PROPER REPAIR AT ITS OWN
EXPENSE, USING MATERIALS AND LABOR OF KIND AND QUALITY EQUAL TO THE ORIGINAL
WORK, AND WILL SURRENDER THE DEMISED PREMISES AT THE EXPIRATION OR EARLIER
TERMINATION OF THIS LEASE IN AS GOOD CONDITION AS WHEN RECEIVED, EXCEPTING ONLY
DETERIORATION CAUSED BY ORDINARY WEAR AND TEAR AND DAMAGE BY FIRE OR OTHER
CASUALTY OF THE KIND INSURED AGAINST IN STANDARD POLICIES OF FIRE INSURANCE WITH
EXTENDED COVERAGE. EXCEPT AS HEREINABOVE PROVIDED, LANDLORD SHALL HAVE NO
OBLIGATION TO REPAIR, MAINTAIN, ALTER OR MODIFY THE DEMISED PREMISES OR ANY PART
THEREOF, OR ANY PLUMBING, HEATING, ELECTRICAL, AIR CONDITIONING OR OTHER
MECHANICAL INSTALLATION WHETHER LOCATED WITHIN OR ON THE ROOF OF THE DEMISED
PREMISES. UNDER NO CIRCUMSTANCES SHALL LANDLORD BE OBLIGATED TO REPAIR, REPLACE
OR MAINTAIN ANY PLATE GLASS OR DOOR OR WINDOW GLASS. IN FURTHERANCE OF TENANT'S
OBLIGATION TO MAINTAIN AND REPAIR HEATING, AIR CONDITIONING AND OTHER MECHANICAL
INSTALLATIONS IN OR SERVICE HE DEMISED PREMISES, TENANT AGREES TO OBTAIN AND
KEEP IN FULL FORCE DURING THE TERM OF THE LEASE, OR ANY RENEWAL THEREOF, A
MAINTENANCE, REPAIR AND SERVICE CONTRACT ON SUCH EQUIPMENT REASONABLY
SATISFACTORY TO LANDLORD.

12.      TENANT'S RIGHT TO MAKE ALTERATIONS:

         TENANT COVENANTS AND AGREES THAT IT WILL NOT MAKE ANY ALTERATIONS,
IMPROVEMENTS OR ADDITIONS TO THE DEMISED PREMISES DURING THE TERM OF THIS LEASE
OR ANY EXTENSION THEREOF WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF THE
LANDLORD. TENANT WILL NOT CUT OR DRILL INTO, OR SECURE ANY FIXTURE, APPARATUS OR
EQUIPMENT OF ANY KIND TO ANY PART OF THE DEMISED PREMISES WITHOUT FIRST
OBTAINING THE WRITTEN CONSENT OF THE LANDLORD. ALL ALTERATIONS, IMPROVEMENTS AND
ADDITIONS MADE BY TENANT AS AFORESAID SHALL REMAIN UPON THE DEMISED PREMISES AT
THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE AND SHALL BECOME THE
PROPERTY OF LANDLORD, UNLESS LANDLORD SHALL, PRIOR TO THE TERMINATION OF THIS
LEASE, HAVE GIVEN WRITTEN NOTICE TO TENANT TO REMOVE SAME, IN WHICH EVENT,
TENANT SHALL REMOVE SUCH ALTERATIONS IMPROVEMENTS AND ADDITIONS AND RESTORE THE
DEMISED PREMISES TO THE SAME GOOD ORDER AND CONDITION IN WHICH IT WAS AT THE
COMMENCEMENT OF THIS LEASE. SHOULD TENANT FAIL TO DO SO, LANDLORD MAY DO SO,
COLLECTING, AT LANDLORD'S OPTION, THE COST AND EXPENSE THEREOF FROM THE TENANT
AS ADDITIONAL RENT.

13.      AFFIRMATIVE COVENANTS OF TENANT:

         TENANT AGREES:

         A. TO COMPLY WITH ANY AND ALL REQUIREMENTS OF ANY PUBLIC AUTHORITIES,
AND WITH THE TERMS OF ANY STATE OR FEDERAL STATUTE OR LOCAL ORDINANCE OR
REGULATION APPLICABLE TO TENANT OR ITS USE OF THE DEMISED PREMISES, AND SAVE
LANDLORD HARMLESS FROM PENALTIES, FINES, COSTS, EXPENSES OR DAMAGES RESULTING
FROM FAILURE TO DO SO.

         B. TO GIVE TO LANDLORD PROMPT WRITTEN NOTICE OF ANY ACCIDENT, FIRE
BURGLARY, THEFT OR DAMAGE OCCURRING ON OR TO THE DEMISED PREMISES.

         C. THAT ALL LOADING AND UNLOADING OF GOODS SHALL BE RESTRICTED TO THE
REAR OF THE SHOPPING CENTER AND ONLY AT SUCH TIMES IN THE AREAS AND THROUGH SUCH
ENTRANCES AS MAY BE DESIGNATED FOR SUCH PURPOSES BY THE LANDLORD. TRAILERS OR


                                      -11-

<PAGE>


TRUCKS SHALL NOT BE PERMITTED TO REMAIN PARKED OVERNIGHT IN ANY AREAS OF THE
SHOPPING CENTER, WHETHER LOADED OR UNLOADED.

         D. TO KEEP ALL GARBAGE AND REFUSE IN THE KIND OF CONTAINER SPECIFIED BY
LANDLORD AND TO PLACE THE SAME OUTSIDE OF THE DEMISED PREMISES, PREPARED FOR
COLLECTION IN THE MANNER AND AT THE TIMES AND PLACES SPECIFIED BY LANDLORD AND
IN ACCORDANCE WITH MUNICIPAL REGULATIONS.

         E. TO KEEP THE OUTSIDE AREAS IMMEDIATELY ADJOINING THE DEMISED PREMISES
CLEAN, AND NOT TO BURN, PLACE OR PERMIT ANY RUBBISH, OBSTRUCTION OR MERCHANDISE
IN SUCH AREAS.

         F. TO KEEP DEMISED PREMISES CLEAN, ORDERLY, SANITARY AND FREE FROM
OBJECTIONAL ODORS AND FROM INSECTS, VERMIN AND OTHER PESTS.

         G. TO REQUIRE TENANT'S EMPLOYEES TO PARK THEIR CARS ONLY IN THOSE
PORTIONS OF THE PARKING AREA DESIGNATED FOR THAT PURPOSE BY LANDLORD. IF TENANT
OR TENANT'S EMPLOYEES VIOLATE THIS PROVISION, THE TENANT AGREES TO PAY LANDLORD
FIVE ($5.00) DOLLARS PER DAY PER CAR FOR THE VIOLATION.

         H. TO CONDUCT ITS BUSINESS IN THE DEMISED PREMISES IN ALL RESPECTS IN A
DIGNIFIED MANNER AND IN ACCORDANCE WITH HIGH STANDARDS OF STORE OPERATION.

         I. TO COMPLY WITH ALL REASONABLE RULES AND REGULATIONS OF LANDLORD IN
EFFECT AT THE TIME OF THE EXECUTION OF THIS LEASE OR AT ANY TIME OR TIMES, AND
FROM TIME TO TIME PROMULGATED BY LANDLORD, AS LANDLORD IN ITS SOLE DISCRETION
SHALL DEEM NECESSARY IN CONNECTION WITH THE DEMISED PREMISES, THE BUILDING OF
WHICH THE DEMISED PREMISES ARE A PART, OR THE SHOPPING CENTER, INCLUDING THE
INSTALLATION OF SUCH FIRE EXTINGUISHERS AND OTHER SAFETY EQUIPMENT AS LANDLORD
MAY REASONABLY REQUIRE.

         J. TENANT SHALL KEEP THE DEMISED PREMISES AND THE IMPROVEMENTS THEREON
AT ALL TIMES DURING THE TERM HEREOF FREE OF MECHANIC'S AND MATERIALMEN'S LIENS
AND OTHER LIENS OF LIKE NATURE AND AT ALL TIMES SHALL FULLY PROTECT AND HOLD
LANDLORD HARMLESS AGAINST ALL SUCH LIENS OR CLAIMS AND AGAINST ALL ATTORNEY'S
FEES AND OTHER COSTS AND EXPENSES ARISING OUT OF OR AS A RESULT OF ANY SUCH LIEN
OR CLAIM. TENANT SHALL NOT SUBJECT ANY INTEREST OF LANDLORD TO MECHANIC'S OR
MATERIALMAN'S LIENS FOR IMPROVEMENTS MADE BY TENANT ON THE IMPROVEMENTS AND
TENANT SHALL NOTIFY ANY CONTRACTOR, SUBCONTRACTOR OR SUPPLIES MAKING ANY SUCH
IMPROVEMENTS OR SUPPLYING GOODS AND MATERIALS TO THE PREMISES THAT NO LIEN MAY
ATTACH TO THE LANDLORD'S INTEREST IN THE DEMISED PREMISES. A COPY OF SUCH NOTICE
SHALL BE SENT TO LANDLORD. LANDLORD MAY RECORD A MEMORANDUM OF THIS LEASE IN THE
PUBLIC RECORDS. IN THE EVENT A LIEN IS FILLED AGAINST LANDLORD'S INTEREST IN THE
DEMISED PREMISES, LANDLORD, AT ITS OPTION, MAY PAY ALL OR ANY PART OF SUCH LIEN
OR CLAIM, AND ANY SUCH PAYMENTS, TOGETHER WITH INTEREST THEREON AT THE RATE OF
18% PER ANNUM FROM THE TIME OF SUCH PAYMENT BY LANDLORD UNTIL REPAYMENT BY
TENANT, SHALL BE PAID BY TENANT AS ADDITIONAL RENT UPON DEMAND, AND IF NOT SO
PAID, SHALL CONTINUE TO BEAR INTEREST AT THE AFORESAID RATE UNTIL PAID IN FULL.

         K. DELETED

         L. TO BE RESPONSIBLE FOR AND TO PAY BEFORE DELINQUENCY ALL MUNICIPAL,
COUNTY OR STATE TAXES ASSESSED DURING THE TERM OF THIS LEASE AGAINST ANY


                                      -12-

<PAGE>


LEASEHOLD INTEREST OR PERSONAL PROPERTY OF ANY KIND, OWNED BY OR PLACED IN, UPON
OR ABOUT THE DEMISED PREMISES BY TENANT.

14.      NEGATIVE COVENANTS OF TENANT:

         TENANT AGREES THAT IT WILL NOT DO ANY OF THE FOLLOWING WITHOUT THE
PRIOR CONSENT IN WRITING OF LANDLORD:

         A. USE OR OPERATE ANY MACHINERY THAT, IN LANDLORD'S OPINION, IS HARMFUL
TO THE BUILDING OR DISTURBING TO OTHER TENANTS IN THE BUILDING OF WHICH THE
DEMISED PREMISES IS A PART; NOR SHALL TENANT USE ANY LOUD SPEAKERS, TELEVISION,
PHONOGRAPHS, RADIOS OR CD'S OR OTHER DEVICES IN A MANNER SO AS TO BE HEARD OR
SEEN OUTSIDE OF THE DEMISED PREMISES, NOR DISPLAY MERCHANDISE ON THE EXTERIOR OF
THE DEMISED PREMISES EITHER FOR SALE OR FOR PROMOTION PURPOSES.

         B. DO OR SUFFER TO BE DONE, ANY ACT, MATTER OR THING OBJECTIONABLE TO
THE FIRE INSURANCE COMPANIES WHEREBY THE FIRE INSURANCE OR ANY OTHER INSURANCE
NOW IN FORCE OR HEREAFTER TO BE PLACED ON THE DEMISED PREMISES OR ANY PART
THEREOF, OR ON THE BUILDING OF WHICH THE DEMISED PREMISES MAY BE A PART, SHALL
BECOME VOID OR SUSPENDED, OR WHEREBY THE SAME SHALL BE RATED AS A MORE HAZARDOUS
RISK THAN AT THE DATE WHEN TENANT RECEIVES POSSESSION HEREUNDER. IN CASE OF A
BREACH OF THIS COVENANT, IN ADDITION TO ALL OTHER REMEDIES OF LANDLORD
HEREUNDER, TENANT AGREES TO PAY TO LANDLORD AS ADDITIONAL RENT ANY AND ALL
INCREASES OR INCREASES OF PREMIUMS ON INSURANCE CARRIED BY LANDLORD ON THE
DEMISED PREMISES, OR ANY PART THEREOF, OR ON THE BUILDING OF WHICH THE DEMISED
PREMISES MAY BE A PART, CAUSED IN ANY WAY BY THE OCCUPANCY OF TENANT.

         C. ATTACH ANY AWNING, ANTENNA OR OTHER PROJECTION TO THE ROOF OR THE
OUTSIDE WALLS OF THE DEMISED PREMISES OR THE BUILDING OF WHICH THE DEMISED
PREMISES ARE A PART.

         D. CONDUCT ANY AUCTION, FIRE, BANKRUPTCY OR SELLING-OUT SALE ON OR
ABOUT THE DEMISED PREMISES.

15.      SIGNS:

         TENANT WILL NOT EXHIBIT, INSCRIBE, PAINT OR AFFIX ANY SIGN,
ADVERTISEMENT, NOTICE OR OTHER LETTERING ON ANY PART OF THE OUTSIDE OF THE
DEMISED PREMISES OR IN THE WINDOWS, OR OF THE BUILDING ON WHICH THE DEMISED
PREMISES ARE A PART, OR INSIDE THE DEMISED PREMISES IF VISIBLE FROM THE OUTSIDE,
WITHOUT FIRST OBTAINING LANDLORD'S WRITTEN APPROVAL THEREOF; AND TENANT FURTHER
AGREES TO MAINTAIN SUCH SIGN, LETTERING, ETC., AS MAY BE APPROVED IN GOOD
CONDITION AND REPAIR AT ALL TIMES.

16.      RIGHTS OF LANDLORD:

         LANDLORD RESERVES THE FOLLOWING RIGHTS WITH RESPECT TO THE DEMISED
PREMISES:

         A. AT ALL REASONABLE TIMES, BY ITSELF OR ITS DULY AUTHORIZED AGENTS, TO
GO UPON AND INSPECT THE DEMISED PREMISES AND EVERY PART THEREOF AND AT ITS
OPTION TO MAKE REPAIRS, ALTERATIONS AND ADDITIONS TO THE DEMISED PREMISES OR THE
BUILDING OF WHICH THE DEMISED PREMISES ARE A PART.


                                      -13-

<PAGE>


         B. TO DISPLAY A "FOR RENT" SIGN AT ANY TIME, AND ALSO, AFTER NOTICE
FROM EITHER PARTY OF INTENTION TO TERMINATE THIS LEASE, OR AT ANY TIME WITHIN
THREE (3) MONTHS PRIOR TO THE EXPIRATION OF THIS LEASE, A "FOR RENT" SIGN, AND
ALL OF SAID SIGNS SHALL BE PLACED UPON SUCH PART OF THE DEMISED PREMISES AS
LANDLORD SHALL REQUIRE, EXCEPT ON DISPLAY WINDOWS OR DOOR OR DOORS LEADING INTO
THE DEMISED PREMISES. PROSPECTIVE PURCHASERS OR TENANTS AUTHORIZED BY LANDLORD
MAY INSPECT THE DEMISED PREMISES AT REASONABLE HOURS AT ANY TIME.

         C. TO COLLECT ALL RENTS, AS WELL AS ANY ADDITIONAL RENT, PERCENTAGE
RENT AND ANY OTHER CHARGES DUE LANDLORD BY TENANT, FROM ANY RECEIVER, DEBTOR OR
POSSESSION, OR TRUSTEE WHICH MAY BE APPOINTED FOR THE ACCOUNT OF TENANT.

17.      DAMAGE TO PREMISES:

         IF THE DEMISED PREMISES SHALL BE PARTIALLY DAMAGED BY ANY CASUALTY
INSURABLE UNDER THE LANDLORD'S INSURANCE POLICY, LANDLORD SHALL, UPON RECEIPT OF
THE INSURANCE PROCEEDS, PROVIDED SAME ARE SUFFICIENT TO COVER THE COST, AND,
SUBJECT TO THE RIGHTS OF ANY MORTGAGEES, REPAIR THE SAME WITH REASONABLE SPEED,
AND A JUST AND PROPORTIONATE PART OF THE RENT SHALL BE ABATED UNTIL SO REPAIRED.
THE OBLIGATION OF THE LANDLORD HEREUNDER SHALL BE LIMITED TO THE BASIC BUILDING
OR STORE FRONT. IF MORE THAN FIFTY (50%) PERCENT OF THE DEMISED PREMISES SHALL
BE RENDERED UNTENANTABLE OR SHOULD BE DAMAGED AS A RESULT OF A RISK WHICH IS NOT
COVERED BY LANDLORD'S INSURANCE, OR IF FIFTY (50%) PERCENT OR MORE OF THE GROSS
LEASABLE AREA OF THE SHOPPING CENTER SHALL BE DAMAGED OR DESTROYED BY FIRE OR
OTHER CAUSE, NOTWITHSTANDING THAT THE DEMISED PREMISES MAY BE UNAFFECTED BY SUCH
EVENT, THEN OR IN ANY SUCH EVENT, LANDLORD MAY EFFECT TO REPAIR THE DAMAGE OR
CANCEL THIS LEASE WITHIN NINETY (90) DAYS OF SAID OCCURRENCE BY NOTICE OF
CANCELLATION TO TENANT AND TENANT SHALL VACATE THE DEMISED PREMISES. UNLESS THIS
LEASE IS TERMINATED BY LANDLORD, TENANT SHALL HOLD THE PROCEEDS OF ALL INSURANCE
CARRIED BY TENANT ON ITS PROPERTY AND IMPROVEMENTS IN TRUST FOR THE PURPOSE OF
REPAIR AND REPLACEMENT. IN THE EVENT LANDLORD ELECTS TO REPAIR THE DAMAGE AND
ABATEMENT OF RENT SHALL END FIVE (5) DAYS AFTER NOTICE BY LANDLORD TO TENANT
THAT THE DEMISED PREMISES HAVE BEEN REPAIRED. IF ANY DAMAGE IS CAUSED BY THE
NEGLIGENCE OF TENANT OR ITS EMPLOYEES, THE DAMAGES SHALL BE REPAIRED BY
LANDLORD, UPON RECEIPT OF THE INSURANCE PROCEEDS, BUT THERE SHALL BE NO
ABATEMENT OF RENT.

18.      INDEMNIFICATION, PUBLIC LIABILITY INSURANCE AND OTHER INSURANCE:


         A. TENANT WILL INDEMNIFY LANDLORD AND SAVE IT HARMLESS FROM AND AGAINST
ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITY AND EXPENSE IN CONNECTION WITH
LOSS OF LIFE, PERSONAL INJURY AND/OR DAMAGE TO PROPERTY OCCURRING IN OR ABOUT,
OR ARISING OUT OF, THE DEMISED PREMISES AND ADJACENT SIDEWALKS AND LOADING
PLATFORMS OR AREAS, OR OCCASIONED WHOLLY OR IN PART BY ANY ACT OR OMISSION OF
TENANT, ITS AGENTS, CONTRACTORS, CUSTOMERS OR EMPLOYEES.

         B. TENANT SHALL AT ALL TIMES DURING THE TERM HEREOF KEEP IN FORCE AT
ITS OWN EXPENSE PUBLIC LIABILITY INSURANCE IN COMPANIES ACCEPTABLE TO LANDLORD
SUFFICIENT TO COVER SUCH INDEMNIFICATION AND NAMING AS INSURED BOTH LANDLORD AND
TENANT, WITH MINIMUM LIMITS OF ONE MILLION ($1,000,000.00) DOLLARS ON ACCOUNT OF
BODILY INJURIES TO OR DEATH OF, ONE PERSON, AND ONE MILLION ($1,000,000.00)
DOLLARS ON ACCOUNT OF BODILY INJURIES TO OR DEATH OF MORE THAN ONE PERSON AS THE
RESULT OF 


                                      -14-

<PAGE>


ANY ONE ACCIDENT OR DISASTER, AND ONE MILLION ($1,000,000.00) DOLLARS ON ACCOUNT
OF DAMAGE TO PROPERTY, AND TENANT WILL FURTHER DEPOSIT THE POLICY OR POLICIES OF
SUCH INSURANCE, OR CERTIFICATES THEREOF, WITH LANDLORD.

         C. TENANT SHALL DURING THE ENTIRE TERM HEREOF KEEP IN FULL FORCE AND
EFFECT A POLICY OF INSURANCE UPON ALL OF THE PLATE GLASS IN THE DEMISED
PREMISES, IN WHICH POLICY BOTH LANDLORD AND TENANT SHALL BE NAMES AS PARTIES
COVERED THEREBY AS THEIR RESPECTIVE INTEREST MAY APPEAR. TENANT SHALL FURNISH
LANDLORD WITH A CERTIFICATE OF INSURANCE OR OTHER ACCEPTABLE EVIDENCE THAT SUCH
INSURANCE IS IN FORCE, AND EVIDENCE THAT THE PREMIUMS HAVE BEEN PAID BY TENANT
AT LEAST TEN (100 DAYS PRIOR TO THE DUE DATE OF SAME.

         D. TENANT SHALL, AT ALL TIMES DURING THE TERM HEREOF, KEEP IN FORCE AT
ITS OWN EXPENSE, FIRE INSURANCE WITH EXTENDED COVERAGE IN COMPANIES ACCEPTABLE
TO LANDLORD, EQUAL TO THE REPLACEMENT COST OF TENANT'S BETTERMENTS AND
IMPROVEMENTS ON THE DEMISED PREMISES, AND NAMING LANDLORD AS AN INSURED, TO THE
EXTENT OF SUCH BETTERMENT AND IMPROVEMENTS.

         E. TENANT WILL FURNISH LANDLORD, PRIOR TO OR SIMULTANEOUSLY WITH TAKING
POSSESSION, COPIES OF POLICIES OR CERTIFICATES OF INSURANCE EVIDENCING COVERAGES
REQUIRED BY THIS LEASE. ALL POLICIES REQUIRED HEREUNDER SHALL CONTAIN AN
ENDORSEMENT PROVIDING THAT THE INSURED WILL NOT CANCEL OR MATERIALLY CHANGE THE
COVERAGE OF SAID POLICY OR POLICIES WITHOUT FIRST GIVING TEN (10) DAYS PRIOR
WRITTEN NOTICE THEREOF TO LANDLORD.

19.      WAIVER OF CLAIMS:

         A. LANDLORD AND LANDLORD'S AGENTS, EMPLOYEES AND CONTRACTORS SHALL NOT
BE LIABLE FOR, AND TENANT HEREBY RELEASES ALL CLAIMS FOR, DAMAGE TO PERSON OR
PROPERTY SUSTAINED BY TENANT OR ANY PERSON CLAIMING THROUGH TENANT RESULTING
FROM ANY FIRE, ACCIDENT, OCCURRENCE OR CONDITION IN OR UPON THE DEMISED PREMISES
OR BUILDING OF WHICH THEY SHALL BE A PART, INCLUDING BUT NOT, LIMITED TO SUCH
CLAIMS FOR DAMAGE RESULTING FROM (I) ANY DEFECT IN OR FAILURE OF PLUMBING,
HEATING OR AIR CONDITIONING EQUIPMENT, ELECTRIC WIRING OR INSTALLATION THEREOF,
WATER PIPES, STAIRS, RAILINGS OR WALKS; (II) ANY EQUIPMENT OR APPURTENANCES
BECOMING OUT OF REPAIR; (III) THE BURSTING, LEAKING OR RUNNING OF ANY TANK,
WASHSTAND, WATER CLOSET, WASTE PIPE, DRAIN OR ANY OTHER PIPE OR TANK IN, UPON OR
ABOUT SUCH BUILDING OR PREMISES; (IV) THE BACKING UP OF ANY SEWER PIPE OR
DOWNSPOUTS; (V) THE ESCAPE OF STORM OR HOT WATER; (VI) WATER BEING UPON OR
COMING THROUGH THE ROOF OR ANY OTHER PLACE UPON OR NEAR SUCH BUILDING OR PREMISE
OR OTHERWISE; (VII) THE FALLING OF ANY FIXTURE, PLASTER OR STUCCO; (VIII) BROKEN
GLASS AND (IX) ANY ACT OR OMISSION OF CO-TENANTS OR OTHER OCCUPANTS OF SAID
BUILDING OR ADJOINING OR CONTIGUOUS PROPERTY OR BUILDINGS.

         B. LANDLORD AND TENANT AGREE THAT IN THE EVENT THE DEMISED PREMISES OR
ITS CONTENTS ARE DAMAGED OR DESTROYED BY FIRE OR OTHER INSURED CASUALTY, THE
RIGHTS, IF ANY, OF EITHER PARTY AGAINST THE OTHER WITH RESPECT TO SUCH DAMAGE OR
DESTRUCTION ARE WAIVED; AND THAT ALL POLICIES OF FIRE, AND/OR EXTENDED COVERAGE
OR OTHER INSURANCE COVERING THE DEMISED PREMISES OR ITS CONTENTS SHALL CONTAIN A
CLAUSE OR ENDORSEMENT PROVIDING IN SUBSTANCE THAT THE INSURANCE SHALL NOT BE
PREJUDICED IF THE ASSUREDS HAVE WAIVED RIGHT OF RECOVERY FROM ANY PERSON OR
PERSONS PRIOR TO THE DATE AND TIME OF LOSS OR DAMAGE, IF ANY.


                                     -15-

<PAGE>


20.      TRADE FIXTURES:

         ALL TRADE FIXTURES INSTALLED BY TENANT IN THE DEMISED PREMISES SHALL
REMAIN THE PROPERTY OF TENANT AND SHALL BE REMOVABLE AT THE EXPIRATION OR
EARLIER TERMINATION OF THIS LEASE OR ANY RENEWAL, OR EXTENSION THEREOF, PROVIDED
TENANT SHALL NOT AT SUCH TIME BE IN DEFAULT UNDER ANY COVENANT OR AGREEMENT
CONTAINED IN THIS LEASE; AND PROVIDED FURTHER THAT IN THE EVENT OF SUCH REMOVAL,
TENANT SHALL PROMPTLY RESTORE THE DEMISED PREMISES TO THEIR ORIGINAL ORDER AND
CONDITION. ANY SUCH TRADE FIXTURE NOT REMOVED AT OR PRIOR TO SUCH TERMINATION
SHALL BE AND BECOME THE PROPERTY OF THE LANDLORD. LIGHTING FIXTURES, FLOORING,
PLUMBING FIXTURES AND AIR CONDITIONING EQUIPMENT, WHETHER OR NOT INSTALLED BY
TENANT, SHALL NOT BE REMOVABLE AT THE EXPIRATION OR EARLIER TERMINATION OF THIS
LEASE OR AT THE EXPIRATION OF ANY RENEWAL OR EXTENSION THEREOF, AND SHALL BECOME
THE PROPERTY OF LANDLORD.

21.      ASSIGNING, MORTGAGING, SUBLETTING:

         TENANT AGREES NOT TO ASSIGN, MORTGAGE, PLEDGE OR ENCUMBER THIS LEASE,
IN WHOLE OR IN PART, OR SUBLET THE WHOLE OR ANY PART OF THE DEMISED PREMISES, OR
PERMIT THE USE OF THE WHOLE OR ANY PART OF THE DEMISED PREMISES BY ANY LICENSEE
OR CONCESSIONAIRE, WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF LANDLORD,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. LANDLORD'S CONSENT TO ANY SUCH
ASSIGNMENT, SUBLEASE OR USE WILL NOT BE DEEMED A CONSENT TO ANY SUBSEQUENT
ASSIGNMENT, SUBLEASE OR USE. TENANT AGREES THAT, IN THE EVENT OF ANY SUCH
ASSIGNMENT, SUBLETTING, LICENSING OR GRANTING OF A CONCESSION MADE WITH THE
WRIT-FEN CONSENT OF LANDLORD AS AFORESAID, IT WILL NEVERTHELESS REMAIN LIABLE
FOR THE PERFORMANCE OF ALL OF THE TERMS, CONDITIONS AND COVENANTS OF THIS LEASE.
IF TENANT IS A CORPORATION, AND IF CONTROL THEREOF CHANGES AT ANY TIME DURING
THE TERM HEREOF, LANDLORD, AT ITS OPTION, MAY, BY GIVING SIXTY (60) DAYS PRIOR
WRITTEN NOTICE TO TENANT, DECLARE SUCH CHANGE A BREACH OF THIS LEASE. LANDLORD
RESERVES THE RIGHT TO CHARGE A REASONABLE ADMINISTRATIVE SERVICE FEE FOR THE
COST OF PROCESSING SUCH ASSIGNMENT, MORTGAGE, OR SUBLEASE DOCUMENTATION.

22.      SUBORDINATION:

         TENANT AGREES THAT IT DOES HEREBY SUBORDINATE ITS RIGHTS HEREUNDER TO
THE LIEN OF ANY MORTGAGE, GROUND LEASE, OR ANY OTHER METHOD OF FINANCING OR
REFINANCING NEW OR HEREAFTER PLACED AGAINST THE LAND AND/OR THE DEMISED PREMISES
AND/OR ANY OR ALL OF THE BUILDINGS NEW OR HEREAFTER BUILT OR TO BE BUILT IN THE
SHOPPING CENTER BY LANDLORD AND TO ANY AND ALL ADVANCES MADE OR TO BE MADE
THEREUNDER AND TO THE INTEREST THEREON AND TO ALL RENEWALS, REPLACEMENT,
CONSOLIDATIONS AND EXTENSIONS THEREOF. THIS PARAGRAPH SHALL BE SELF-OPERATIVE
AND NO FURTHER INSTRUMENT OF SUBORDINATION SHALL BE REQUIRED. TENANT FURTHER
AGREES THAT IT WILL ENTER INTO AND EXECUTE ALL DOCUMENTS WHICH ANY MORTGAGE OR
ANY GROUND LESSOR MAY REASONABLY REQUEST TENANT TO ENTER INTO AND EXECUTE,
INCLUDING, BUT NOT LIMITED TO, A SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT.

23.      PERFORMANCE OF TENANT'S COVENANTS:

         TENANT COVENANTS AND AGREES THAT IT WILL PERFORM ALL AGREEMENT'S HEREIN
EXPRESSED ON ITS PART TO BE PERFORMED, AND THAT IT WILL PROMPTLY, UPON RECEIPT
OF WRITTEN NOTICE OR NON-PERFORMANCE THEREOF, EXCEPT FOR NON PAYMENT OF RENT FOR


                                      -16-

<PAGE>


WHICH NO NOTICE IS REQUIRED, COMPLY WITH THE REQUIREMENTS OF SUCH NOTICE.
FURTHER IF TENANT SHALL NOT COMPLY WITH SUCH NOTICE TO THE SATISFACTION OF
LANDLORD WITHIN FORTY-EIGHT (48) HOURS, IF TENANT SHALL NOT COMMENCE TO COMPLY
WITHIN SUCH PERIOD AND THEREAFTER PROCEED TO COMPLETION WITH DUE DILIGENCE),
SUCH NONCOMPLIANCE WILL BE CONSIDERED AN EVENT OF DEFAULT, AND LANDLORD MAY, AT
ITS OPTION, DO OR CAUSE TO BE DONE ANY OR ALL OF THE THINGS SPECIFIED IN SAID
NOTICE, AND IN SO DOING LANDLORD SHALL HAVE THE RIGHT TO CAUSE ITS AGENTS,
EMPLOYEES AND CONTRACTORS TO ENTER UPON THE DEMISED PREMISES AND IN SUCH EVENT
SHALL HAVE NO LIABILITY TO TENANT FOR ANY LOSS OR DAMAGE RESULTING IN ANY WAY
FROM SUCH ACTION; AND TENANT AGREES TO PAY PROMPTLY UPON DEMAND ANY EXPENSE
INCURRED BY LANDLORD IN TAKING SUCH ACTION, ANY SUCH SUM TO BE COLLECTIBLE FROM
TENANT AS ADDITIONAL RENT HEREUNDER.

24.      EVENTS OF DEFAULT:

         THE OCCURRENCE OF ANY OF THE FOLLOWING SHALL CONSTITUTE AN EVENT OF
DEFAULT HEREUNDER:

         A. FAILURE OF TENANT TO COMMENCE BUSINESS WITHIN THE TIME PERIOD
SPECIFIED IN PARAGRAPH 2C HEREOF.

         B. DISCONTINUANCE BY TENANT OF THE CONDUCT OF ITS BUSINESS IN THE
DEMISED PREMISES.

         C. THE FILING OF A PETITION BY OR AGAINST TENANT FOR ADJUDICATION AS A
BANKRUPT OR INSOLVENT OR FOR ITS REORGANIZATION OR FOR THE APPOINTMENT OF A
RECEIVER OR TRUSTEE OF TENANT'S PROPERTY; ANY REORGANIZATION OR PROCEEDINGS
UNDER CHAPTER X AND/OR CHAPTER XI OF THE FEDERAL BANKRUPTCY LAW; AN ASSIGNMENT
BY TENANT FOR THE BENEFIT OF CREDITORS; OR THE TAKING POSSESSION OF THE PROPERTY
OF TENANT BY ANY GOVERNMENTAL OFFICER OR AGENCY PURSUANT TO STATUTORY AUTHORITY
FOR THE DISSOLUTION OR LIQUIDATION OF TENANT.

         D. FAILURE OF TENANT TO PAY WHEN DUE ANY INSTALLMENT OF RENT,
ADDITIONAL RENT AND PERCENTAGE RENT HEREUNDER OR ANY OTHER SUM HEREIN REQUIRED
TO BE PAID BY TENANT.

         E. VACATION OR DESERTION OF THE DEMISED PREMISES OR PERMITTING THE SAME
TO BE EMPTY AND UNOCCUPIED OR NOT OPEN FOR BUSINESS FOR A PERIOD EXCEEDING SEVEN
(70 DAYS).

         F. TENANT'S REMOVAL OR ATTEMPT TO REMOVE, OR MANIFESTING AN INTENTION
TO REMOVE TENANT'S GOODS OR PROPERTY FROM OR OUT OF THE DEMISED PREMISES
OTHERWISE THAN IN THE ORDINARY AND USUAL COURSE OF BUSINESS WITHOUT HAVING FIRST
PAID AND SATISFIED LANDLORD FOR ALL RENT WHICH MAY BECOME DUE DURING THE ENTIRE
TERM OF THIS LEASE.

         G. TENANT'S FAILURE TO PERFORM ANY OTHER COVENANTS OR CONDITIONS OF
THIS LEASE WITHIN TWO (2) DAYS AFTER WRITTEN NOTICE AND DEMAND.

         H. THE SALE OR TRANSFER OF FIFTY PERCENT (50%) OF THE STOCK OR ASSETS
OF TENANT.


                                      -17-

<PAGE>


25.      RIGHTS OF LANDLORD UPON DEFAULT BY TENANT:

         A. IF TENANT IS IN DEFAULT UNDER ANY TERMS OF THIS LEASE AND IF SAME IS
NOT CURED BY TENANT WITHIN TWO (2) DAYS AFTER WRITTEN NOTICE TO TENANT, THEN
LANDLORD, IN ADDITION TO ALL RIGHTS AND REMEDIES GRANTED UNDER THE LAWS OF THE
STATE OF FLORIDA, SHALL HAVE ANY OR ALL OF THE FOLLOWING RIGHTS:

              (I) TO RE-ENTER AND REMOVE ALL PERSONS AND PROPERTY FROM THE
DEMISED PREMISES, AND SUCH PROPERTY MAY BE REMOVED AND STORED IN A PUBLIC
WAREHOUSE OR ELSEWHERE AT THE COST OF AND FOR THE ACCOUNT OF TENANT, ALL WITHOUT
SERVICE OF NOTICE OR RESORT TO LEGAL PROCESS AND WITHOUT BEING DEEMED GUILTY OF
TRESPASS, OR BECOMING LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE OCCASIONED
THEREBY.

              (II) TERMINATE THIS LEASE AND ELECT TO DECLARE THE ENTIRE MINIMUM
RENT FOR THE BALANCE OF THE TERM DUE AND PAYABLE FORTHWITH. IN ADDITION THERETO,
THERE SHALL BE DUE AND PAYABLE FOR EACH REMAINING YEAR OF THE TERM OF THIS
LEASE.

              (III) TERMINATE THIS LEASE AND RELET THE DEMISED PREMISES FOR THE
ACCOUNT OF THE LANDLORD OR WITHIN THE SOLE, DISCRETION OF THE LANDLORD THE
DEMISED PREMISES MAY BE RELET FOR THE ACCOUNT OF TENANT.

         B. IN CASE SUIT SHALL BE BROUGHT BY LANDLORD FOR THE RECOVERY OF RENT
OR BECAUSE OF THE BREACH OF ANY COVENANT BY TENANT, AND IF LANDLORD IS
SUCCESSFUL IN SUCH LITIGATION, THEN TENANT SHALL PAY ALL COSTS OF SAID
LITIGATION, INCLUDING A REASONABLE ATTORNEY'S FEE. IN THE EVENT THAT ANY SUIT
SHALL BE FILED BY EITHER LANDLORD OR TENANT INVOLVING THIS LEASE OR ANY OTHER
ASPECT OF THE TENANCY, THEN THE PREVAILING PARTY IN SUCH LITIGATION SHALL BE
ENTITLED TO RECOVER REASONABLE ATTORNEY'S FEES AND COSTS OF SUCH LITIGATION.

         C. THE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER OR ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE
OR OCCUPANCY OF THE DEMISED PREMISES AND/OR ANY CLAIM OR INJURY OR DAMAGE. IN
THE EVENT LANDLORD COMMENCES ANY PROCEEDINGS FOR NONPAYMENT OF RENT, MINIMUM
RENT, PERCENTAGE RENT OR ADDITIONAL RENT, TENANT WILL NOT INTERPOSE ANY
COUNTERCLAIM OF WHATEVER NATURE OR DESCRIPTION IN ANY SUCH PROCEEDINGS. THIS
SHALL NOT, HOWEVER, BE CONSTRUED AS A WAIVER OF THE TENANT'S RIGHT TO ASSERT
SUCH CLAIMS IN ANY SEPARATE ACTION OR ACTIONS BROUGHT BY TENANT.

         D. TENANT HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS OF REDEMPTION
GRANTED BY OR UNDER ANY PRESENT OR FUTURE LAWS IN THE EVENT OF TENANT BEING
EVICTED OR DISPOSSESSED FOR ANY CAUSE, OR IN THE EVENT OF LANDLORD OBTAINING
POSSESSION OF THE DEMISED PREMISES, BY REASON OF VIOLATION BY TENANT OF ANY OF
THE COVENANTS OR CONDITIONS OF THIS LEASE, OR OTHERWISE.

         E. EXCEPT AS TO DEFAULT UNDER PARAGRAPH 24C, IF TENANT IS IN DEFAULT
LANDLORD SHALL HAVE THE RIGHTS, AT ITS OPTION, TO REQUIRE THE MINIMUM RENT HE
PAID IN SEMI-ANNUAL INSTALLMENTS, IN ADVANCE, FOR THE REMAINDER OF THE TERM OR
EXTENDED TERM OF THIS LEASE, THE SAID SEMI-ANNUAL RENTAL TO COMMENCE EFFECTIVE
AS OF THE FIRST DAY OF THE MONTH IN WHICH SAID DEFAULT BY TENANT OCCURS.


                                      -18-

<PAGE>


26.      FINANCING AGREEMENT:

         TENANT AGREES NOT TO ENTER INTO, EXECUTE OR DELIVER ANY FINANCING
AGREEMENT THAT CAN BE CONSIDERED AS A PRIORITY TO ANY MORTGAGE OR DEED OF TRUST
AND IN THE EVENT TENANT DOES SO EXECUTE OR DELIVER SUCH FINANCING AGREEMENT,
SUCH ACTION ON THE PART OF TENANT SHALL BE CONSIDERED A BREACH OF THE TERMS AND
CONDITIONS OF THIS LEASE, ENTITLING LANDLORD TO SUCH REMEDIES AS ARE PROVIDED
FOR HEREIN.

27.      CUSTOMS AND USAGE:

         A. IT IS HEREBY COVENANTED AND AGREED, ANY LAW, USAGE OR CUSTOM TO THE
CONTRARY NOTWITHSTANDING, THAT LANDLORD SHALL HAVE THE RIGHT AT ALL TIMES TO
ENFORCE THE COVENANTS AND CONDITIONS OF THIS LEASE IN STRICT ACCORDANCE WITH THE
TERMS HEREOF, NOTWITHSTANDING ANY CONDUCT OR CUSTOM ON THE PART OF LANDLORD IN
REFRAINING FROM SO DOING AT ANY TIME OR TIMES.

         B. THE WAIVER OF LANDLORD OF ANY BREACH OF ANY TERM, COVENANT OR
CONDITION HEREIN CONTAINED SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH TERM,
COVENANT OR CONDITION OR ANY SUBSEQUENT ACCEPTANCE OF RENT OR PARTIAL PAYMENT OF
COVENANT OR CONDITION OF THIS LEASE, OTHER THAN THE FAILURE OF TENANT TO PAY THE
PARTICULAR RENTAL SO ACCEPTED, REGARDLESS OF LANDLORD'S KNOWLEDGE OF SUCH
PROCEEDING BREACH AT THE TIME OF THE ACCEPTANCE OF SUCH RENT. NO COVENANT, TERM
OR CONDITION OF THIS LEASE SHALL BE DEEMED TO HAVE BEEN WAIVED BY LANDLORD,
UNLESS SUCH WAIVER BE IN WRITING BY LANDLORD.

28.      SURRENDER AND HOLDING OVER:

         TENANT, UPON EXPIRATION OR TERMINATION OF THIS LEASE, EITHER BY LAPSE
OF TIME OR OTHERWISE, AGREES PEACEABLY TO SURRENDER TO LANDLORD THE DEMISED
PREMISES IN "BROOM CLEAN" CONDITION AND IN GOOD REPAIR. IN THE EVENT THAT TENANT
SHALL FAIL TO SURRENDER THE DEMISED PREMISES UPON DEMAND, LANDLORD, IN ADDITION
TO ALL OTHER REMEDIES AVAILABLE TO IT HEREUNDER, SHALL HAVE THE RIGHT TO
RECEIVE, FOR ALL THE TIME TENANT SHALL SO RETAIN POSSESSION OF THE DEMISED
PREMISES OR ANY PART , AN AMOUNT EQUAL TO TWICE THE MINIMUM AND PERCENTAGE RENT
SPECIFIED IN THIS LEASE, AS APPLIES TO SUCH PERIOD.

         IF TENANT REMAINS IN POSSESSION OF THE DEMISED PREMISES WITH LANDLORD'S
CONSENT BUT WITHOUT A NEW LEASE REDUCED TO WRITING AND DULY EXECUTED, TENANT
SHALL BE DEEMED TO BE OCCUPYING THE DEMISED PREMISES AS A TENANT FROM
MONTH-TO-MONTH, SUBJECT TO ALL THE COVENANTS, CONDITIONS AND AGREEMENTS OF THIS
LEASE.

29.      ADDITIONAL CONSTRUCTION:

         LANDLORD HEREBY RESERVES THE RIGHT AT ANY TIME AND FROM TIME TO TIME TO
MAKE ALTERATIONS OR ADDITIONS TO, AND TO BUILD ADDITIONAL STORIES ON, THE
BUILDING IN WHICH THE DEMISED PREMISES AS CONTAINED, AND TO BUILD ADJOINING THE
SAME. LANDLORD ALSO RESERVES THE RIGHT TO CONSTRUCT OTHER OR TO ADD TO OTHER
BUILDINGS OR IMPROVEMENTS IN THE SHOPPING CENTER, AND TO PERMIT OTHERS TO DO SO
FROM TIME TO TIME.


                                      -19-

<PAGE>


30.      CONDEMNATION:

         TENANT HEREBY WAIVES ANY LOSS OR DAMAGE TO TENANT OR RIGHT TO CLAIM ANY
PART OF THE AWARD AS THE RESULT OF THE EXERCISE OF THE POWER OF EMINENT DOMAIN
OF ANY GOVERNMENTAL BODY, WHETHER SUCH LOSS OR DAMAGE RESULTS FROM CONDEMNATION
OF PART OR ALL OF THE DEMISED PREMISES OR ANY PORTION OF THE PARKING AREA OR
SERVICE ENTRANCES OR EXITS. SHOULD ANY POWER OF EMINENT DOMAIN BE EXERCISED
AFTER TENANT IS IN POSSESSION, SUCH EXERCISE SHALL NOT VOID OR IMPAIR THIS LEASE
UNLESS THE BUILDING IN WHICH THE DEMISED PREMISES ARE SHALL BE SUBSTANTIALLY
DEMOLISHED, AND UPON THE HAPPENING OF SUCH EVENT, THE RENTAL HEREIN PROVIDED
SHALL PROPORTIONATELY ABATE.

31.      NOTICES:

         WHEREVER IN THIS LEASE IT SHALL BE REQUIRED OR PERMITTED THAT NOTICE OR
DEMAND BE GIVEN OR SERVED BY EITHER PARTY TO THIS LEASE TO OR ON THE OTHER, SUCH
NOTICE OR DEMAND SHALL NOT BE DEEMED TO HAVE BEEN DULY GIVEN OR SERVED UNLESS IN
WRITING AND EITHER PERSONALLY DELIVERED OR FORWARDED BY CERTIFIED MAIL, POSTAGE
PREPAID, ADDRESSED:

ORIGINAL NOTICE TO LANDLORD AT:       APOLLO BEACH PLAZA, LIMITED PARTNERSHIP
                                      P.O. BOX 3471
                                      APOLLO BEACH, FL. 33572

TO TENANT AT:

                  NAME                APOLLO INTERNATIONAL OF DELAWARE, INC.

                  ADDRESS             6542 U.S. HWY. 41 N.

                  CITY                APOLLO BEACH STATE FL. Zip 33572

                  PHONE               (813) 645-7677

AND AT:

                  NAME                DAVID CLARKE

                  ADDRESS             101 8 SYMPHONY ISLES BLVD.

                  CITY                APOLLO BEACH      STATE FL. Zip 33572

                  PHONE               (813) 681-2124

SUCH ADDRESSES MAY BE CHANGED FROM TIME TO TIME BY EITHER PARTY SERVICE NOTICE
AS ABOVE PROVIDED.

32.      SUCCESSORS AND ASSIGNS:

         THE RIGHTS, OBLIGATIONS AND LIABILITIES HEREIN GIVEN TO OR IMPOSED UPON
THE RESPECTIVE PARTIES HERETO SHALL EXTEND TO AND BIND THE SEVERAL AND
RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, TRUSTEES, RECEIVERS, SUCCESSORS,
SUBLESSEES AND ASSIGNS OF SAID PARTIES, SUBJECT TO THE PROVISIONS OF PARAGRAPH
21 AND IF THERE SHALL 


                                      -20-

<PAGE>


BE MORE THAN ONE TENANT, THEY SHALL ALL BE BOUND JOINTLY AND SEVERALLY BY THE
TERMS, COVENANTS AND AGREEMENTS HEREIN AND THE WORD "TENANT" SHALL BE DEEMED AND
TAKEN TO MEAN EACH AND EVERY PERSON OR PARTY REQUIRED OR PERMITTED BY THE TERMS
OF THIS LEASE MAY BE GIVEN BY OR TO ANY ONE THEREOF, AND SHALL HAVE THE SAME
FORCE AND EFFECT AS IF GIVEN BY OR TO ALL THEREOF. NO RIGHTS, HOWEVER, SHALL
INSURE TO 'THE BENEFIT OF ANY ASSIGNEE OF TENANT UNLESS THE ASSIGNMENT TO SUCH
ASSIGNEE HAS BEEN APPROVED BY LANDLORD IN WRITING AS AFORESAID.

33.      QUIET ENJOYMENT:

         UPON PAYMENT BY TENANT OF THE RENTS HEREIN PROVIDED, AND UPON THE
OBSERVANCE OF ALL THE COVENANTS, TERMS AND CONDITIONS ON TENANT'S PART TO BE
OBSERVED AND PERFORMED, TENANT SHALL PEACEABLY AND QUIETLY HOLD AND ENJOY THE
DEMISED PREMISES FOR THE TERM HEREBY DEMISED WITHOUT HINDRANCE OR INTERRUPTION
BY LANDLORD OR ANY OTHER PERSON OR PERSONS LAWFULLY OR EQUITABLY CLAIMING BY,
THROUGH OR UNDER THE LANDLORD, SUBJECT, NEVERTHELESS, TO THE TERMS AND
CONDITIONS OF THIS LEASE.

34.      BROKERS:

         TENANT REPRESENTS AND WARRANTS THAT THERE ARE NO CLAIMS FOR BROKERAGE
COMMISSIONS OF FINDER'S FEES IN CONNECTION WITH THE EXECUTION OF THIS LEASE AND
AGREES TO INDEMNIFY LANDLORD AGAINST AND HOLD LANDLORD HARMLESS FROM ALL
LIABILITIES ARISING FROM ANY SUCH CLAIM, INCLUDING ATTORNEY'S FEES.

35.      SCOPE AND INTERPRETATION OF THE AGREEMENT:

         THIS LEASE SHALL BE CONSIDERED TO BE THE ONLY AGREEMENT BETWEEN THE
PARTIES HERETO PERTAINING TO THE DEMISED PREMISES. ALL NEGOTIATIONS AND ORAL
AGREEMENTS ACCEPTABLE TO BOTH PARTIES AR INCLUDED HEREIN; AND UNLESS REDUCED TO
WRITING IN THIS LEASE, NO ORAL REPRESENTATION WILL BE HELD TO BE TRUE OR
ACCURATE. THE LAWS OF THE STATE OF FLORIDA SHALL GOVERN THE VALIDITY,
INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS LEASE.

36.      EXCULPATION:

         TENANT AGREES THAT IT SHALL LOOK SOLELY TO THE ESTATE AND PROPERTY OF
THE LANDLORD IN THE LAND AND BUILDING COMPRISING THE SHOPPING CENTER OF WHICH
THE DEMISED PREMISES ARE A PART FOR THE COLLECTION OF ANY JUDGEMENT (OR ANY
OTHER JUDICIAL PROCESS) REQUIRING THE PAYMENT OF MONEY BY LANDLORD IN THE EVENT
OF ANY DEFAULT OR BREACH BY LANDLORD WITH RESPECT TO ANY OF THE TERMS, COVENANTS
AND CONDITIONS OF THIS LEASE TO BE OBSERVED AND PERFORMED BV LANDLORD AND NO
OTHER PROPERTY OR ESTATES OF LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION OR
OTHER ENFORCEMENT PROCEDURES FOR THE SATISFACTION OF TENANT'S REMEDIES.

37.      CAPTIONS:

         ANY HEADINGS PRECEDING THE TEXT OF THE SEVERAL PARAGRAPHS AND
SUBPARAGRAPHS HEREOF ARE INSERTED SOLELY FOR THE CONVENIENCE OF REFERENCE AND
SHALL NOT CONSTITUTE A PART OF THIS LEASE, NOR SHALL THEY AFFECT ITS MEANING,
CONSTRUCTION OR EFFECT.


                                      -21-

<PAGE>


38.      DELETED:

39.      MODIFICATION:

         THIS LEASE AGREEMENT MAY ONLY BE MODIFIED IN WRITING, BY BOTH PARTIES
HERETO.

40.      JOINT OBLIGATION:

         IF THERE IS MORE THAN ONE TENANT TO THIS LEASE AGREEMENT, THE
OBLIGATION HEREUNDER IMPOSED SHALL BE JOINT AND SEVERAL.

41.      TIME IS OF THE ESSENCE:

         TIME IS OF THE ESSENCE IN THE PERFORMANCE OF EACH PROVISION OF THIS
LEASE AGREEMENT.

42.      AUTHORITY:

         IF TENANT IS A CORPORATION, EACH INDIVIDUAL EXECUTING THIS LEASE ON
BEHALF OF SAID CORPORATION REPRESENTS AND WARRANTS THAT HE IS DULY AUTHORIZED TO
EXECUTE AND DELIVER THIS LEASE ON BEHALF OF AID CORPORATION, IN ACCORDANCE WITH
THE BY-LAWS OF SID CORPORATION AND THAT THIS LEASE IS BINDING UPON SAID
CORPORATION. IF TENANT IS A PARTNERSHIP, TENANT HAS AUTHORITY ON BEHALF OF THE
PARTNERSHIP TO ENTER INTO THIS LEASE AGREEMENT.

43.      CHOICE OF LAW:

         THIS LEASE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF FLORIDA, AS MAY BE AMENDED FROM TIME TO TIME.

44.      RADON GAS:

         RADON IS A NATURALLY OCCURRING RADIO ACTIVE 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 GUIDE LINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL
INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY
PUBLIC HEALTH UNIT.

45.      LANDLORD'S ACCEPTANCE:

         THE SUBMISSION OF THIS LEASE TO TENANT BY LANDLORD IS DONE SOLELY FOR
TENANT'S CONSIDERATION AND SHALL NOT BE DEEMED ACCEPTANCE OF THE LEASE FORMS BY
LANDLORD. UPON SIGNING OF THE LEASE BY TENANT AND SUBMISSION TO LANDLORD, THIS
LEASE SHALL BE CONSIDERED AN OFFER ONLY AND SHALL HAVE NO BINDING EFFECT, NOR
SHALL LANDLORD'S DEPOSITING OF TENANT'S SECURITY DEPOSIT BE CONSIDERED
ACCEPTANCE OF THIS LEASE. ONLY UPON FULL AGREEMENT BY BOTH PARTIES OF ALL TERMS,
PROPER EXECUTION OF THIS LEASE BY TENANT AND LANDLORD, ALONG WITH TENANT'S
SECURITY DEPOSIT CLEARING THE BANK AND RETURN TO TENANT OF AN EXECUTED ORIGINAL
LEASE HEREOF, SHALL THIS LEASE BE CONSIDERED BINDING.


                                      -22-

<PAGE>


46.      SUPPLEMENTAL CODE COMPLIANCE PROVISION:

         NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY,
LANDLORD SHALL NOT BE OBLIGATED TO COMPLY WITH ANY CODES OR OTHER LEGAL
REQUIREMENTS CURRENTLY IN EFFECT OR HEREAFTER PROMULGATED BY GOVERNING
AUTHORITIES IN THE EVENT LANDLORD IS NOT REQUIRED TO SO COMPLY AS A MATTER OF
LAW OR ADMINISTRATIVE REGULATION AS A RESULT OF THE EXISTENCE OF THE PROPERTY
AND/OR THE DEMISED PREMISES PRIOR TO THE EFFECTIVENESS OF SUCH CODE OR OTHER
LEGAL REQUIREMENT (i.e. "GRANDFATHERED"). FURTHERMORE, LANDLORD MAY WITHHOLD ITS
CONSENT TO, OR PROHIBIT, ANY ALTERATIONS IS SUCH "GRANDFATHERED" EXEMPTION FROM
CODE OR OTHER LEGAL REQUIREMENT COMPLIANCE WITH RESPECT TO THE DEMISED PREMISES
AND THE LOSS OF SUCH EXEMPTION WOULD MATERIALLY AND ADVERSELY AFFECT LANDLORD'S
BUSINESS OR CAUSE LANDLORD TO INCUR COSTS IN EXCESS OF $500.00.

         IN WITNESS WHEREOF, LANDLORD HAD HEREUNTO SET ITS HAND AND SEAL ON THIS
____ DAY OF _________________, 1997.


WITNESSES:                             LANDLORD:


------------------------------         ------------------------------
                                       BY:   M. R. SCHWARTZ
                                             GENERAL PARTNER


         IN WITNESS WHEREOF, TENANT HAS HEREUNTO SET ITS HAND AND SEAL ON THIS
_____ DAY OF ________________, 1997.


WITNESSES:                             TENANT:


-----------------------------          ------------------------------
                                       BY:  DAVID CLARKE
                                            CHIEF EXECUTIVE OFFICER & PRESIDENT


----------------------------           ------------------------------
                                       BY:  STEPHEN SMITH
                                            CHIEF OPERATING OFFICER & EXECUTIVE
                                            PRESIDENT


                                      -23-

<PAGE>


                               TENANT INFORMATION

                                                          SECONDARY TENANT:

TENANT'S FULL NAME       DAVID CLARKE                     STEPHEN SMITH

HOME ADDRESS             1018 SYMPHONY ISLES BLVD.        5401 TWIN CREEKS DR.
                         APOLLO BEACH, FL 33572           VALRICO, FL 33594

HOME TELEPHONE #         645-0962                         681-2124

EMERGENCY PHONE #

DRIVERS LICENSE #

SOCIAL SECURITY #        242-7678-98


                                      -24-

<PAGE>


                                  SIGN CRITERIA

                               APOLLO BEACH PLAZA


TYPE SIGNS ALLOWED

         ALL SIGNS WILL BE INTERIOR LIGHTED CABINET STYLE SIGNS.

SIZE

                  HEIGHT   30"
                  WIDTH    8'1"
                  DEPTH    6'

MATERIALS

                  CABINET  .050 ALUMINUM
                  BACKS    .050 ALUMINUM
                  FACES    .187 PLEX, PAN FORMED AND EMBOSSED COPY.

                  LIGHTING DHO LAMPS, 3F 967 12DHO

COLORS

                  CABINET      BEIGE (GLIDDEN 15922 CHALET)

                  BACKGROUND   WHITE 403 W/LACRYL

                  COPY         LACRYL #462 CARIBBEAN BLUE

MOUNTING

         ALL SIGNS WILL BE MOUNTED WITH TOPS 6" BELOW THE METAL BANK AND
CENTERED ON TENANT SPACE. TENANTS WITH MULTIPLE UNITS ARE ALLOWED TO COMBINE
SIGN LENGTH TO ONE PER EACH STORE ROOM ALL IN ONE CABINET.

         1) TENANT IS RESPONSIBLE FOR THE PURCHASE OF HIS OR HER OWN SIGN.

         2) NO SIGN MAY BE REMOVED WITHOUT PERMISSION OF LANDLORD. SIGN CABINETS
REMAIN PROPERTY OF LANDLORD.

         3) ALL SIGNS NOT FURNISHED BY PRIMARY SIGN CONTRACTOR MUST BE APPROVED
PRIOR TO FABRICATION. SHOP DRAWINGS MUST BE SUBMITTED TO LANDLORD FOR FINAL
ACCEPTANCE. ALL SIGNS MUST MEET CRITERIA ESTABLISHED HEREIN.

PRIMARY CONTRACTOR

            GULF COAST SIGN CO.
            10311 OLD HILLSBUROUGH AVE.
            TAMPA, FL. 33610

            (813) 663-0299


<PAGE>


                                    RIDER # 2

                                 OPTION TO RENEW



THIS IS A FIVE YEARS LEASE WITH A TWO YEARS OPTION. LEASE INCEPTION DATE is
9/1/97,

EXPIRATION DATE 8/31/2002.


TENANT TO HAVE ONE - TWO YEAR OPTION. TERMS ARE AS PER ATTACHED LETTER OF
PROPOSAL ACCEPTED IN FULL. TENANT TO NOTIFY LANDLORD BY REGISTERED MAIL AT LEAST
NINETY (90) DAYS PRIOR TO 8/31/2002 IF HE INTENDS TO EXERCISE THIS TWO YEAR
OPTION.


<PAGE>


                                    RIDER # 4

                                     EXHIBIT
                                       "A"


"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 GAS THAT
EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA.
ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM
YOUR COUNTY HEALTH UNIT.


<PAGE>


                                 RIDER TO LEASE

                                 RENT INCREASES


THE BASE RENT PLUS SALES TAX FOR THE PERIOD 9/1/97 AND INCLUDING 8/31/98 SHALL
EQUAL $4166.67 MONTHLY. OR $50,000.00 YEARLY, OR PER SQUARE FOOT NET RENT PLUS
7% FLORIDA SALES TAX OR THE PREVAILING RAT. EFFECTIVE 10/L/97 SALES TAX IS 6.75
%

AT THE COMMENCEMENT OF THE SECOND LEASE YEAR, THAT IS ON 9/1/98, THE BASE RENT
SHALL BE ADJUSTED UPWARD TO EQUAL THE LESSER OF: (1) ONE HUNDRED TEN PERCENT
(110%) OF BASE RENT OR ________ PER SQUARE FOOT OR (2) BASE RENT PLUS AN AMOUNT
EQUAL TO BASE RENT MULTIPLIED BY THE PERCENTAGE INCREASE IN THE "CONSUMERS PRICE
INDEX FOR ALL URBAN CONSUMERS -- ALL ITEMS" (1967 - 100) OF THE BUREAU OF LABOR
STATISTICS OF THE UNITED STATES DEPARTMENT OF LABOR FOR THE TWELVE (12) MONTH
PERIOD ENDING TWO (2) MONTHS PRIOR TO SEPTEMBER 1998.

AT THE COMMENCEMENT OF THE THIRD LEASE YEAR, THAT IS ON 9/l/99, THE SECOND YEAR
RENT SHALL BE ADJUSTED UPWARD TO EQUAL THE LESSER OF (1) ONE HUNDRED TEN PERCENT
(I 10%) OF THE SECOND YEAR ADJUSTED BASE RENTAL PAYMENT OR PER SQUARE FOOT OR
(2) THE SECOND YEAR "CONSUMER PRICE INDEX" FOR THE TWELVE (12) MONTH PERIOD
ENDING TWO (2) MONTHS PRIOR TO SEPT. 1, 1999.

AT THE COMMENCEMENT OF EACH SUCCEEDING LEASE YEAR, ANNUAL BASE RENT SHALL BE
ADJUSTED UPWARD BY THE LESSER OF ONE HUNDRED AND TEN PERCENT (110%) OF THE PRIOR
LEASE YEAR'S RENT OR THE PERCENTAGE INCREASE IN THE "CONSUMER PRICE INDEX FOR
ALL URBAN CONSUMERS -- ALL ITEMS" (1967 - 100) OF THE BUREAU OF LABOR STATISTICS
OF THE U.S. DEPARTMENT OF LABOR FOR THE TWELVE (12) MONTH PERIOD ENDING TWO (2)
MONTHS PRIOR TO SEE OPTION AGREEMENT.

THE FOLLOWING SCHEDULE SHALL BE INCORPORATED BY REFERENCE IN COMPUTING ALL
UPWARD RENT ADJUSTMENT OPTIONS:

LEASE                                           110% TABLE OF      CPI % =
YEAR      PERIOD                                SQ. FT. RATES      FRACTION
-----  -----------------                        -------------    ------------

  1    2ND LEASE YEAR                                            CPI SEP 1998
                                                                 ------------
                                                                 CPI SEP 1997

  2    THIRD LEASE YEAR                                          CPI SEP 1999
                                                                 ------------
                                                                 CPI SEP 1998

  3    FOURTH LEASE YEAR                                         CPI SEP 2000
                                                                 ------------
                                                                 CPI SEP 1999

  4    FIFTH LEASE YEAR                                          CPI SEP 2001
                                                                 ------------
                                                                 CPI SEP 2000

  5    AS PER LETTER OF INTENT ATTACHED HERETO