EXHIBIT 10.10

Office Lease Agreement between St. James Properties, Inc. and NMMI.

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                             ST. JAMES OFFICE CENTER
                           STANDARD SUBLEASE AGREEMENT

     THIS SUBLEASE  AGREEMENT,  made and entered into this 1st day of May, 2000,
by and between ST. JAMES PARTNERS, a Florida Company, hereinafter referred to as
the "Lessor" and NEW MILLENNIUM  MEDIA  INTERNATIONAL,  INC., a Florida Company,
hereinafter referred to as the "Lessee".

     1. PREMISES

     Lessor  hereby  subleases  to Lessee and Lessee  hereby  rents from Lessor,
approximately  two thousand  five hundred and four (2504) square feet of tenable
space, and an additional outside patio space at no charge to lessee and will pay
half the use of the Conference Room & Reception Area which is approximately  six
hundred and eighteen  (618)  square feet as defined  herein and shown on Exhibit
"A" attached hereto and made a part hereof by reference, hereinafter referred to
as the "Premises", in the hereinafter referred to as the "Building",  located at
101 Philippe  Parkway,  Safety Harbor,  Florida 34695.  For the purposes of this
Lease, rentable area shall be the area actually occupied and used exclusively by
the Lessee.  Lessee shall also have  unrestricted  access to all Common Areas of
the  Building.  Once  Lessee  shall  move  into  the  property  it  is  Lessee's
responsibility  to  provide  Lessor  with a key for entry in case of fire or any
such emergency in compliance with the standard Fire Marshall Code.

     2. TERM

     (a)  The  term  of this  Lease  shall  be for a  period  of one (1)  years,
commencing on the 1st day of May,  2000, and expiring at midnight on the 2nd day
of May, 2001.

     (b) 2 year option renewal - 5%

     3. USE

     Lessee  covenants that the Premises will be continuously  used and occupied
during the full term of this Lease for the  purpose(s) of general office use and
will not use and occupy the Premises for any other purpose without prior written
consent of Lessor, except as stated herein.

     4. RENTAL

     (a)  Base  Rent:  In  consideration  for  this  Lease  and  subject  to the
adjustments hereinafter specified in this Lease, as rental for the Premises, the
Lessee  hereby agrees to pay to the Lessor,  without  deduction,  setoff,  prior
notice or demand,  except as per paragraph 5 hereunder and in the event of being
canceled as provided in  Paragraph 2  hereunder,  the sum of eleven  dollars and
fifty cent  ($11.50)  per square  foot plus one dollar  fifty cent  ($1.50)  per
square  foot for  Common  Area  Maintenance  for the terms of this  Lease,  plus
applicable  sales  tax,  in  advance,  on the first day of the month  during the
entire Lease term.

                            Suites 312, 313, 311, 310
Amount         Year  Term                         Monthly Payment  Yearly
$13.00 sqft    1     5/1/2000 through 5/2/2001    $2,902.55        $34,830.64
                                                                   including tax

                        Conference Room & Reception Area
Amount         Year  Term                         Monthly Payment  Yearly

$13.00 sqft    1     5/1/2000 through 5/2/2001    $716.36          $8,596.38
                                                                   including tax

                                Out side Storage
Amount         Year  Term                         Monthly Payment  Yearly
$0.00 sqft     1     4/1/2000 through 5/2/2001    $535.00          $6,955.00

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     (b) Common  Area  Maintenance  shall  include  exterior  of  building,  all
H.V.A.C.,  windows, doors, electricity,  pest control, any taxes or assessments,
roof, water,  sewer,  trash pickup,  and any other  maintenance  required to the
building.

     (c) All rental  installments  will be paid by Lessee as herein  provided to
Lessor at their place of business  until written notice to the contrary is given
by Lessor.  Other  remedies  for  non-payment  of rent  notwithstanding,  if the
monthly  rental  payment is not  received by Lessor on or before the first (1st)
day of the month for which rent is due,  or if any other  payment  due Lessor by
Lessee is not  received  by Lessor on or before the fifth (5th) day of the month
in which Lessee was invoiced, a service charge of five percent (5%) of such past
due amount  shall  become due and payable in addition to such amounts owed under
this Lease.

     (d) Security Deposit. At the time of the signing of this Lease, Lessee will
pay to Lessor the sum of zero dollars ($0.00).

     5. PAYMENT OF EXPENSES

     Lessor and Lessee  acknowledge  that the costs and  expenses  listed  below
shall be paid as follows:

     (a) Utilities: Lessor will be responsible for water, sewer, electricity and
all costs  associated  thereof.  Lessee shall be responsible  for phones and all
costs associated  thereof.  Lessee shall also be responsible for office cleaning
of their Premises.

     6. PEACEFUL ENJOYMENT

     Lessee shall,  and may peacefully have, hold and enjoy the Premises subject
to the  terms of the lease  and this  sublease,  and  provided  Lessee  pays the
rentals  herein  recited and Lessee also hereby  covenants  and agrees to comply
with all the rules and regulations of the Officers or Boards of the City, County
and State having  jurisdiction  over the Premises,  and with all  ordinances and
regulations of governmental  authorities  wherein the Premises are located,  but
only insofar as any such rules, ordinances and regulations pertain to the manner
in which the Lessee shall use the  Premises;  the  obligation to comply in every
other  case and also all cases  where such  rules,  regulations  and  ordinances
require repairs, alterations, changes or equipment, or any part of either, being
hereby expressly assumed by Lessor.

     7. PAYMENTS

     Lessee will pay all rents and sums provided to be paid to Lessor  hereunder
at the time and in the manner herein provided. Time is of the essence as regards
all rents and other sums provided to be paid to Lessor by Lessee.

     8. REPAIRS AND RE-ENTRY

     Lessee will, at Lessee's own cost and expense, repair or replace any damage
or injury done to the  Building,  the Premises,  or any part thereof,  caused by
Lessee or Lessee's agents, employees,  invitees, or visitors. If Lessee fails to
make such  repairs or  replacements  promptly,  or within  fifteen  (15) days of
occurrence,  Lessor, may, at its option, make such repairs or replacements,  and
Lessee shall repay the cost thereof to Lessor on demand.  Lessee will not commit
or allow any waste or damage to be  committed  on any portion of the Premises or
the  Building  and  shall at the  termination  of the  Lease by lapse of time or
otherwise,  deliver the Premises to Lessor broom clean and in as good  condition
as at date of possession of Lessee,  ordinary wear and tear  excepted,  and upon
such  termination  of Lease,  Lessor shall have the right to re-enter and resume
possession of Premises.

     9. ASSIGNMENT OR SUBLEASE

     Lessee shall have the right to transfer and assign,  in whole or part,  its
rights and obligations in the Building and property that are the subject of this
Lease. Only with the prior written consent of the Lessor, which consents,  shall
not be unreasonably withheld.

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     10. LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE

     Lessee will not occupy or use, or permit any portion of the  Premises to be
occupied or used, or do or permit to be done in or about the  Building,  for any
business or purpose which is unlawful or immoral, in part or in whole, or deemed
to be hazardous in any manner,  or which will be  disreputable or harmful to the
character or  reputation  of the Building or which will be  bothersome  to other
tenants  of the  Building  or  visitors  to the  Building,  or  which  will be a
nuisance.  Lessee will not do anything or permit anything to be done in or about
the Premises or Building which will, in any way,  increase the rate of insurance
on the Building and/or its contents;  and, in the event,  that by reason of acts
or omission of Lessee,  there shall be an increase in rate of any  insurance  on
the Building or its contents,  then Lessee hereby agrees to pay such increase in
full and to remedy such condition upon five (5) days written demand by Lessor.

     12. INDEMNITY LIABILITY

     Lessee hereby agrees to indemnify and hold harmless  Lessor of and from any
and all fines, suits, claims, demands and action of any kind (including expenses
and attorney's fees) by reason of any breach,  violation,  or  nonperformance of
any condition hereof, including failure to abide by the Rules of the Building or
any act or  omission  on the  part  of the  Lessee,  its  agents,  invitees,  or
employees.  Lessee is familiar with the Premises and acknowledges  that the same
are  received by Lessee in a good state of repair and  accepted by Lessee in the
condition  in which they are now or shall be when ready for  occupancy  and that
Lessor has not made any  representations  as to the Premises except as set forth
herein.  Lessor  shall not be liable to Lessee or  Lessee's  agents,  employees,
invitees or visitors  for any damage to persons or  property  due to  condition,
design,  or defect in the Building,  or its mechanical  systems on the Premises,
which may now exist or hereafter occur.  Lessee accepts the Premises as suitable
for the  purposes for which the same are leased and assumes all risks of damages
to persons or property,  and agrees that no  representations  except such as are
contained herein or endorsed hereon have been made to the Lessee  respecting the
conditions of the Premises

     13. ENTRY FOR REPAIRS AND INSPECTION

     Lessee will permit Lessor or its officers,  agents or  representatives  the
right  to  enter  into  and  upon  any and all  parts  of the  Premises,  at all
reasonable  hours to inspect same or make repairs or alterations or additions as
Lessor may deem necessary or desirable,  and Lessee shall not be entitled to any
abatement or reduction  of rent by reason  thereof.  Lessor shall be entitled to
enter upon the Premises at any time to make emergency repairs.

     14. USE OF BUILDING NAME

     The Lessee shall not,  except to designate  the Lessee's  business  address
(and then only in a conventional manner and without emphasis or display) use the
name of the  Building or any  simulation  or  abbreviation  of such name for any
purpose  whatsoever.  The  Lessor  reserves  the right to change the name of the
Building  at any time.  The  Lessee  will  discontinue  using  such name and any
simulation or  abbreviation  thereof for the purpose of designating the Lessee's
business  address  within  thirty-days  (30) after the Lessor  shall  notify the
Lessee that the Building is no longer known by such name.

     15. GRAPHICS

     Lessor shall provide and install, at Lessee's cost, all signs,  letters and
numerals on doors in the Premises. All such signs, letters and numerals shall be
in the standard  graphics for the Building and  reasonably  acceptable to Lessor
and no others shall be used or permitted on the Premises  without Lessor's prior
written consent.

     16. DEFACING PREMISES AND OVERLOADING

     Lessee shall not place  anything or allow  anything to be placed on or near
any door,  partition,  will or window which might be unsightly  from outside the
Premises, and Lessee shall not place or permit to be

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placed any  article of any kind on any window  ledge or on the  exterior  walls,
windows,  blinds, shades, awnings or any other forms of inside or outside window
coverings.  No inside or outside window coverings or window ventilators or other
devices,  shall be placed in or about the outside windows in the Premises except
to the  extent,  if any,  that the  character,  shape,  color,  material or make
thereof is first approved by the Lessor, and Lessee shall not do any painting or
decorating  in the  Premises or make,  paint,  cut or drill into,  or in any way
deface any part of the Premises or Building without prior written consent of the
Lessor.  Lessee shall not overload any floor or part thereof in the Premises, or
any facility in the Building or any public corridors or elevators  therein,  and
shall not bring in or remove any large or heavy articles, without Lessor's prior
written  consent.  Lessor may direct and control the  locations of safes and all
other  heavy  articles.  Furniture  and other  large or heavy  articles,  may be
brought into the Building, removed therefrom or moved from place to place within
the Building  only at times and in the manner  designated  in advance by Lessor.
Lessee  agrees  not to place any load on any  portion of the  Premises  or other
portions of the Building or its equipment  that would exceed the allowable  load
limits for the Building, as specified by Lessor.

     17. LIABILITY INSURANCE

     Lessee  shall,  at its sole cost and  expense,  obtain and maintain in full
force and  effect for the mutual  benefit  of Lessor and  Lessee,  comprehensive
public  liability  insurance in the minimum  amount of  $1,000,000.00,  combined
single  limit  coverage,  against  claims for bodily  injury,  death or property
damage  arising out of the use and occupancy of the Premises.  A certificate  of
such insurance shall be furnished to the Lessor at the commencement of the Lease
term and each renewal certificate of such policy shall be furnished to Lessor at
least  thirty-days  (30) prior to the  expiration of the policy it renews.  Each
such policy of  insurance  shall  contain an  agreement by the insurer that such
policy shall not be canceled  without  thirty-days  (30) prior written notice to
Lessor.  Such insurance may be in the form of general coverage,  floater policy,
or so-called blanket policy issued by insurers of recognized responsibility. The
nature and scope of such policy of insurance and the insurer thereunder shall be
subject to  Lessor's  approval,  which  shall not be  unreasonably  withheld  or
delayed.  Should the Lessee  fail to procure  policies  as is  provided  in this
Lease,  the Lessor may obtain such  insurance and the premiums on such insurance
shall be deemed  additional rental to be paid by the Lessee unto the Lessor upon
demand.

     18. CASUALTY INSURANCE

     Lessor shall, at all times during the term of this Lease, maintain a policy
or policies  of  insurance  with the  premiums  paid in  advance,  issued by and
binding upon some solvent insurance company,  insuring the Building against loss
or damage by fire,  explosion or other  hazards and  contingencies  for the full
insurable value; provided,  that the Lessor shall not be obligated in any way or
manner to insure any  personal  property  (including,  but not  limited  to, any
furniture, machinery, goods or supplies) of Lessee or which Lessee may have upon
or within the Premises or any  fixtures  installed by or paid for by Lessee upon
or  within  the  Premises  or  any  additional  improvements  which  Lessee  may
construct,  or which Lessor may  construct  for Lessee on the  Premises.  Lessee
shall, at all times during the term of this Lease, at Lessee's expense, maintain
a policy or policies of insurance  with the premiums  paid in advance,  insuring
Lessee's furniture,  machinery,  goods or supplies, any additional  improvements
which  Lessee  may  construct  on the  Premises,  furnishings,  removable  floor
coverings,  trade equipment, signs and all other decorations placed by Lessee in
or upon the Premises.

     19. CONDEMNATION

     If the Premises,  or any part thereof, or any interest therein, be taken by
virtue  of (or sold  under  threat  of)  eminent  domain  or for any  public  or
quasi-public  use or purpose,  this Lease and the estate hereby granted,  at the
option of the Lessor, shall terminate as of the date of such taking. If any part
of the Building  other than the Premises be so taken,  the Lessor shall have the
right to  terminate  this Lease within six (6) months  thereafter  by giving the
Lessee  thirty (30) days prior written  notice of the date of such  termination.
Any interest, which Lessee may have or claim to have in any award resulting from
the condemnation  proceeding,  shall be limited to removal expenses for Lessee's
furniture, movable fixtures, and other personal property

     20. LOSS OR DAMAGE

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     Lessor  shall not be liable  or  responsible  for any loss or damage to any
property or person occasioned by theft,  fire,  water,  wind,  vandalism,  rain,
snow,  leakage of Building and/or  sprinkler  system,  act of God, public enemy,
injunction, riot, strike, insurrection,  war, court order, requisition, or order
of governmental  body or authority,  unavailability  of fuel or energy, or other
matter beyond the control of Lessor,  or for any damage or  inconvenience  which
may arise through  repair or alteration of any part of the Building,  or failure
to make such  repairs,  or from any cause  whatever,  unless  caused by Lessor's
gross negligence.

     21. ABANDONMENT

     If the Premises is  abandoned by Lessee,  except as provided in Paragraph 2
hereof,  Lessor shall have the right but not the obligation,  to re-let same for
the  remainder  of the period  covered  hereby;  and if the rent is not received
through  such  re-letting  at least equal to the rent  provided  for  hereunder,
Lessee  shall pay and  satisfy any  deficiencies  between the amount of the rent
called for and that received through  re-letting,  and all expenses  incurred by
such other re-letting,  including but not limited to the cost of Realtor's fees,
renovating, and altering and decorating for a new occupant. Nothing herein shall
be construed as in any way denying  Lessor the right,  in case of abandonment of
the Premises,  or other breach of this contract by Lessee,  to treat the same as
an entire  breach of this  contract  and any and all damages  occasioned  Lessor
thereby, or pursue any other remedy provided by law or this Lease.

     22. LOSS BY FIRE OR OTHER CAUSES

     Lessee shall; in case of fire, or loss or damage to the Premises from other
causes,  give immediate notice thereof to Lessor.  In the event of damage to the
Premises by fire or other causes resulting from fault or negligence of Lessee or
Lessee's agents, employees,  invitees or visitors, the same shall be repaired by
and at the sole expense of Lessee under the direction and supervision of Lessor.
If the Premises shall be damaged by fire or other  casualty  covered by Lessor's
insurance and not  resulting  from the fault or negligence of Lessee or Lessee's
agents, employees, invitees or visitors, the damages shall be repaired by and at
the expense of Lessor and the rent,  until such repairs shall be made,  shall be
apportioned  according  to the part of the  Premises  which is usable by Lessee.
Lessor agrees, at its expense, to repair promptly any damage of the Premises not
resulting from the fault or negligence of Lessee or Lessee's agents,  employees,
invitees,  or visitors,  except that Lessee agrees to repair and replace its own
furniture,  furnishings,  fixtures, personal property, and equipment, and except
that,  if such damage is so extensive  that the  replacement  of more than fifty
percent (50%) of the Building be required, then and in that event, at the option
of Lessor and by giving  written  notice to Lessee within  forty-five  (45) days
after said  occurrence or damage,  this Lease will be canceled,  and of no force
and effort  from and after the date of  occurrence  of such  damage.  No penalty
shall accrue for  reasonable  delay,  which may arise by reason of adjustment of
insurance on the part of Lessor,  and for reasonable  delay on account of causes
beyond Lessor's control (such as described in Paragraphs 5 and 20 hereof).

     23. WAIVER OF SUBROGATION RIGHTS

     Anything in this Lease to the contrary  notwithstanding,  Lessor and Lessee
each hereby  waives any and all rights of  recovery,  claim,  action or cause of
action against each other,  its agents,  officers or employees,  for any loss or
damage  that may occur to the  Premises,  or any  improvements  thereto,  or the
Building of which the Premises are a part, or any improvements  thereto,  or any
personal property of such party therein, by reason of fire, the elements, or any
other cause(s) which are insured  against  policies  referred to in Paragraph 19
hereof,  regardless of cause or origin,  including negligence of the other party
hereto, its agents,  officers,  or employees.  Lessor and Lessee will both exert
their best effort to cause all insurance  policies to include an  endorsement to
the effect the provisions of this Section.

     24. ATTORNEY'S FEES

     In the event that Lessee or Lessor  defaults in the  performance  of any of
the terms,  covenants,  agreements  or  conditions  contained  in this Lease and
Lessor or Lessee places the enforcement of this Lease,  or any part thereof;  or
the collection of any rent or other sum due, or to become due hereunder, or

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recovery of the possession of the Premises,  in the hands of an attorney,  or it
files suit upon the same,  then the  prevailing  party shall pay all  Attorney's
Fees and costs.

     25. AMENDMENT OF LEASE

     This  Agreement  may not be  altered,  changed,  or  amended,  except by an
instrument in writing, signed by all parties hereto.

     26. TRANSFER OF LESSOR'S RIGHTS

     Lessor  shall have the right to transfer and assign in whole or in part all
and every  feature of its rights and  obligations  hereunder and in the Building
and  property  referred to herein.  Such  transfers or  assignments  may be made
either to a corporation, partnership, trust, individual or group of individuals,
and, howsoever made, are to be in all things respected and recognized by Lessee.
Lessor shall turn over any security  deposits or advance rents held by Lessor to
the grantee and said grantee  assumes,  subject to the  limitation of this Lease
paragraph, all the terms, covenants and conditions of this Lease to be performed
on the part of Lessor.

     27. DEFAULT BY LESSEE

     The following shall be deemed to be events of default under this Lease:

     (a) Lessee shall fail to pay when due any  installment of rent or any other
payment  required  pursuant to this Lease or within five (5) days written notice
by Lessor.

     (b) Lessee shall abandon any substantial  portion of the Premises except as
noted in Paragraph 2 hereof.

     (c) Lessee  shall fail to comply  with any term,  provision  or covenant of
this Lease,  other than the payment of rent, and the failure is not cured within
thirty-days (30) after written notice to Lessee.

     (d) Lessee shall file a petition or be adjudged bankrupt or insolvent under
the Bankruptcy Reform Act of 1978, as amended,  or any similar law or statute of
the United States or any state;  or a receiver or trustee shall be appointed for
all or  substantially  all of the  assets  of  Lessee;  or Lessee  shall  make a
transfer in fraud of  creditors or shall make an  assignment  for the benefit of
creditors.

     (e) Lessee shall do or permit to be done any act,  which  results in a lien
being fled against the Premises.

     28. REMEDIES FOR LESSEE'S DEFAULT

     All rights and  remedies of the Lessor  herein  enumerated  in the event of
default shall be cumulative  and nothing herein shall exclude any other right or
remedy  allowed by law. Upon the occurrence of any Event of Default set forth in
this Lease Agreement,  Lessor shall have the option, if Lessor so elects but not
otherwise,  to pursue  any one or more of the  following  remedies  without  any
notice or demand:

     (a) Terminate this Lease, in which event Lessee shall immediately surrender
the Premises to Lessor,  and if Lessee fails to surrender the  Premises,  Lessor
may,  without  prejudice to any other remedy which it may have for possession or
arrearage in rent,  enter any other person who may be occupying  all or any part
of the Premises  without being liable for  prosecution of any claim for damages.
Lessee  agrees to pay on demand the amount of all loss and damage  which  Lessor
may suffer by reason of the  termination  of the Lease under this  subparagraph,
whether  through  inability  to re-let the  Premises  on  satisfactory  terms or
otherwise.

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     (b) Enter upon and take possession of the Premises,  and lock out, expel or
remove  Lessee from any other person who may be occupying all or any part of the
Premises without being liable for any claim for damages, and re-let the Premises
on behalf of Lessee and receive  directly the rent by reason of the  re-letting.
Lessee agrees to pay Lessor on demand any deficiency that may arise by reason of
any re-letting of the Premises.  Further,  Lessee agrees to reimburse Lessor for
any expenditure  made by it for remodeling or repairing,  as well as the cost of
Realtor's fees, in order to re-let the Premises.

     (c) Enter upon the Premises,  without being liable for  prosecution  of any
claim for damages,  and do whatever Lessee is obligated to do under the terms of
this Lease.  Lessee agrees to reimburse  Lessor on demand for any expenses which
Lessor may incur in effecting  compliance  with Lessee'  obligations  under this
Lease.  Further,  Lessee  agrees that Lessor shall not be liable for any damages
resulting to Lessee from effecting  compliance with Lessee's  obligations  under
this Subparagraph caused by the negligence of Lessor or otherwise.

     (d) In the event that  litigation is necessary to enforce the provisions of
this Lease,  both Lessor and Lessee  hereby waive their  respective  rights to a
jury trial.

     29. WAIVER OF DEFAULT OR REMEDY

     Failure  of Lessor to  declare  an Event Of  Default  immediately  upon its
occurrence,  or  delay in  taking  any  action  in  connection  with an Event Of
Default, shall not constitute a waiver of the default, but Lessor shall have the
right to declare  the  default at any time and take such  action as is lawful or
authorized  under this  Lease.  Pursuit of any one or more of the  remedies  set
forth in Paragraph 28 above shall not preclude pursuit of any one or more of the
other  remedies  provided  elsewhere in this Lease by reason of the violation of
any of the terms,  provisions  or covenants of this Lease.  Failure by Lessor to
enforce one or more of the remedies  provided upon an Event Of Default shall not
be deemed or construed to constitute a waiver of the default or of any violation
or breach of any of the terms, provisions and covenants contained in this Lease.

     30. RIGHTS OF MORTGAGE AND OWNER

     Lessee accepts this Sublease  subject and  subordinate to any rights of the
Owner and the recorded mortgage,  deed of trust or other lien presently existing
upon the  Premises.  Lessor is hereby  irrevocably  vested  with full  power and
authority  to  subordinate  Lessee's  interest  under this Lease to the  Owner's
interest and any mortgage,  deed or trust or other lien hereafter  placed on the
Premises  and  Lessee  agrees  upon  demand to  execute  additional  instruments
subordinating  this Lease as Lessor or Owner may  require.  If the  interest  of
Lessor or Owner under this Lease shall be  transferred  by reason of foreclosure
or other  proceedings  for  enforcement of any mortgage on the Premises,  Lessee
shall be bound to the transferee  (sometimes  called the "Purchaser")  under the
terms,  covenants  and  conditions  of this  Lease for the  balance  of the term
remaining,  and any extensions or renewals, with the same force and effect as if
the Purchaser  were Lessor under this Lease,  and Lessee agrees to attorn to the
Purchase,  including  the  mortgagee  under  any  such  mortgage  if it  be  the
Purchaser,  as its Lessor,  the  attornment to be effective  and  self-operative
without the execution of any further  instruments upon the Purchaser  succeeding
to  the  interest  of  Lessor  under  this  Lease.  The  respective  rights  and
obligations  of Lessee and the Purchaser upon the  attornment,  to the extent of
the then  remaining  balance of the term of this Lease,  and any  extensions and
renewals, shall be and are the same as those set forth in this Lease.

     31. ESTOPPEL CERTIFICATES

     Lessee agrees to furnish at any time, and from time to time, with seven (7)
days  after  request  of  Lessor,  Owner  or  Lessor's  mortgagee,  a  statement
certifying  that Lessee is in  possession  of the  Premises;  the  Premises  are
acceptable;  the Lease is in full  force and  effect;  the Lease is  unmodified;
Lessee claims no present charge,  lien or claim of offset against rent; the rent
is paid  for the  current  month,  but is not paid and will not be paid for more
than one (1) month in advance;  there is not existing  default by reason of some
act or omission by Lessor; and such other matters as may be reasonably  required
by Lessor or Lessor's mortgagee.

                                       7
<PAGE>

     32. SUCCESSORS

     This  Lease  shall be binding  upon and inure to the  benefit of Lessor and
Lessee and their  respective  heirs,  personal  representatives,  successors and
assigns. It is hereby covenanted and agreed that should Lessor's interest in the
Premises  cease to exist for any  reason  during  the term of this  Lease,  then
notwithstanding  the  happening  of such event,  this Lease  nevertheless  shall
remain  unimpaired and in full force and effect and Lessee  hereunder  agrees to
attorn to the then owner of the Premises.

     33. RENT TAX

     Lessee  shall pay and be liable for all  rental,  sales,  indigent  and use
taxes or other  similar  taxes,  if any,  levied or imposed by any city,  state,
county or other  governmental  body  having  authority,  such  payments to be in
addition to all other payments required to be paid to Lessor by Lessee under the
terms of this  Lease.  Any such  payment  shall  be paid  concurrently  with the
payment of the rent upon which the tax is based as set forth above.

     34. PARKING

     During the term of this Lease,  Lessee shall have the  non-exclusive use in
common with Lessor, other tenants of the Building, their guests and invitees, of
the  non-reserved  common  automobile  parking areas,  driveways,  and walkways,
subject to the rules and regulations for the use thereof as prescribed from time
to time by Lessor.

     35. NOTICES

     Any  rental  payment,  notice  or  document  required  or  permitted  to be
delivered  hereunder  shall be deemed to be delivered or given when (a) actually
received, or (b) signed for or "refused" as indicated on the U.S. Postal Service
Return  Receipt.  Delivery may be made by personal  delivery or by United States
mail,  postage prepaid,  Certified or Registered Mail,  addressed to the parties
hereto at the  respective  addresses set out opposite  their names below,  or at
such other addresses as they may hereafter  specify by written notice  delivered
in accordance herewith:

LESSOR:     ST. JAMES PARTNERS, INC.
            101 Philippe Parkway, Suite 300
            Safety Harbor, FL 34695

LESSEE:     MILLENNIUM MEDIA INTERNATIONAL, INC
            101 Philippe Parkway, Suites 312, 313, 311, 310
            Safety Harbor, FL 34695

     36. SCHEDULES

     All schedules  initialed by both parties  hereto and attached to this Lease
shall be part of this contract  whether or not said  schedules are  specifically
referred to in this Lease.

     37. SEPARABILITY

     In the event that any provisions of this Lease are held invalid,  the other
provisions shall remain in full force and effect.

     38. GOVERNING LAWS

     This Lease shall be governed by and construed  according to the laws of the
State of Florida.

     39. CAPTIONS AND CONSTRUCTION OF LANGUAGE

                                       8
<PAGE>

     Captions are inserted for  convenience  only, and shall not affect or limit
the  construction  of this  Lease-  The terms  "Lease",  "Lease  Agreement",  or
"Agreement"  shall be inclusive of each other,  and will also include  renewals,
extensions, or modifications of this Lease.

     40. NO LIENS

     Anything  to the  contrary,  herein  notwithstanding,  if Lessee  makes any
repairs or  alterations  to the  Premises,  whether or not with  Lessor's  prior
consent,  Lessee  will  not  allow  any lien of any  kind,  whether  for  labor,
material,  or  otherwise  to be imposed or remain  against the  Building or. the
Premises.  Notwithstanding  the  foregoing,  if any  lien is filed  against  the
Premises  or the  Building  for work  claimed  to have  been for,  or  materials
furnished to Lessee,  whether or not done pursuant to this  paragraph,  the same
shall be  discharged  by Lessee  within ten (10) days  thereafter,  at  Lessee's
expense,  by  transferring  the  lien to  security  pursuant  to the  applicable
provisions of the Florida Mechanic's Lien Law.

     41. SHOWING PREMISES

     Lessor  shall  have  the  right  during  normal  business  hours,  and upon
reasonable  notice to Lessee,  to show the  Premises to  prospective  lessees or
Purchasers of the Building or any part thereof at any time.

     42. LEASING BROKER

     Lessee and Lessor warrant that they have had no dealings with any broker or
agent in connection  with this Lease and covenant to hold harmless and indemnify
each other from and  against  any and all costs,  expense or  liability  for any
compensation,  commissions and charges claimed by any other broker or agent with
respect to this Lease or the negotiation  thereof with whom Lessee or Lessor had
dealings.

     43. RECORDING

     Neither this Lease, nor any short form hereof, shall be recorded.

     44. ATTACHMENTS TO THIS LEASE

     Attached  hereto,  and made a part  hereof as fully as if  occupied  herein
verbatim,  and signed and/or  initialed by the Lessor and Lessee as approved are
the following:

     (a) Exhibit "A" - Floor Plan

                                       9
<PAGE>

                           LESSOR: ST. JAMES PARTNERS

ATTEST:
/s/                                 BY: /s/
-----------------------------           --------------------------------
                                    TITLE: VP
                                           -----------------------------
                                    DATE: 5/1/00
                                          ------------------------------

                   LESSEE: MILLENNIUM MEDIA INTERNATIONAL, INC

ATTEST:
/s/                                 BY: /s/
-----------------------------           --------------------------------
                                    TITLE: President /CEO
                                           -----------------------------
                                    DATE: 5/1/00
                                          ------------------------------

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