Exhibit 10.8
                                 LEASE AGREEMENT

     THIS AGREEMENT is made the 14th day of May, 1993, by and between  HENDERSON
EVANS, L.C., a Florida limited liability company, and SOFTWARE TECHNOLOGY, INC.,
a Florida corporation ("Tenant").

     1. DEMISED PREMISES.  Landlord does hereby demise and let unto Tenant,  and
Tenant rents from Landlord, all that land ("Land") as shown on the recorded Plat
Plan for  Airport  Corporate  Center  for Lot Nos.  1 and 7,  together  with the
building of  appropriately  22,500 square feet  ("Building")  to be  constructed
thereon on behalf of Landlord in Airport Corporate Center ("Center"), Melbourne,
Brevard County,  Florida.  (Land and Building hereinafter  collectively "Demised
Premises"),  for a term  described  in  Paragraph  2 hereof,  and to be used and
occupied as office,  engineering,  manufacturing  and assembly  space and for no
other purpose.

     2. DEMISED TERM. This Lease shall be for a term of ten (10) years (plus any
partial month if the Commencement Date is other than the first day of the month)
("Demised Term"), unless earlier terminated pursuant to the terms of this Lease,
beginning  the date on which  Landlord  substantially  completes  the  leasehold
improvements,  as evidenced by a certificate of occupancy  issued by the City of
Melbourne,  in  accordance  with  Paragraph  5 hereof and  delivers  the Demised
Premises  to Tenant  ("Commencement  Date"),  and ending the last day of the one
hundred  twentieth (120th) month following the Commencement  Date,  ("Expiration
Date").  Within thirty (30) days following the Commencement  Date,  Landlord and
Tenant shall confirm the Commencement  Date in writing.  The  Commencement  Date
shall be as specified in Paragraph 6b. hereof.

     3. BASIC RENT.

          a. FIRST YEAR OF THE DEMISED TERM.  During the first Lease Year of the
Demised Term, Tenant agrees to pay a net Basic Rent ("Basic Rent") in the sum of
$166,500.00  per annum lawful money of the United States of America,  payable in
advance  during  the First  Year of the  Demised  Term of this  Lease in sums of
$13,875.00  on the first day of each  month,  rent to begin on the  Commencement
Date. Rent due and payable  without demand or offset,  at the office of Landlord
(Attention: Accounting Department).

          b. YEARS  2-10 OF THE  DEMISED  TERM AND  EXTENDED  TERMS.  During the
second through tenth Lease Years and any years during the Extended Term,  Tenant
agrees to pay a net Basic Rent ("Basic Rent") in the sum of: the previous Year's
Basic  Rent,  PLUS the lesser of: (i) an  adjustment  for  Consumer  Price Index
("CPI")  increase,  as defined below, or (ii) three percent (3%) of the previous
Year's Basic Rent.

          ADJUSTMENT FOR CPI INCREASE:  The CPI  adjustment for each  subsequent
          Year's Basic Rent shall be: an amount equal to the  percentage  change
          in the Consumer  Price Index,  as measured  from the Base Index to the
          Comparison  Index,  multiplied by the previous  Year's Basic Rent. For
          the purposes of this paragraph:

          (a) The CPI shall mean the  Consumer  Price Index (Base  Period  1967)
          (U.S.  city average for urban  consumers),  published by the Bureau of
          Labor  Statistics of the United States  Department of Labor;  provided
          that if such  Consumer  Price Index is no longer  published at regular
          periods,  then  any  similar  report  released  by any  other  bureau,
          department  or agency  of the  United  States  Government  at  regular
          periods, for substantially similar purposes, shall be used;

          (b) The Base Index  shall mean the most  recent  Consumer  Price Index
          published sixty (60) days prior to commencement of the Lease Year;

          (c) The  Comparison  Index shall mean the most recent  Consumer  Price
          Index published sixty (60) days prior to the end of the Lease Year.

          (d) Lease Year shall mean the twelve (12) month period starting on the
          Commencement  Date and each  anniversary  thereof  during the  Demised
          Term.

     4. NET LEASE.  It is the intent of the  parties  hereto  that this is a net
lease,  and that all  costs of  ownership,  maintenance  and use of the  Demised
Premises,  shall be paid by Tenant in  addition  to the  payments  of Basic Rent
specified above,  provided  however,  Landlord shall be responsible for property
management  expenses,  if any,  structural  repairs to the exterior  foundation,
roofs, the plumbing in common areas and/or outside of the Building, and exterior
walls (but  excluding the exterior of, and the frames  surrounding  all windows,
doors,  plate glass,  store fronts and signs).  Said repairs by Landlord will be
made within a reasonable  time after notice from Tenant.  Landlord shall provide
all Common  Area  Services  ("Common  Area  Services"  is  defined  as  exterior
janitorial services, grounds maintenance,  landscaping,  parking lot maintenance
and site lighting,  if applicable) to the Demised Premises, at Tenant's expense.
Tenant shall have the right to approve,  in advance,  all  contracts  for Common
Area Services for the Demised Premises.

     5. IMPROVEMENT OF DEMISED PREMISES.

          (a)  CONSTRUCTION  OF THE BUILDING.  After execution of this Lease and
initialing   of  the  final   plans  and   specifications   ("Final   Plans  and
Specifications")  for the  Building,  which Final Plans and  Specifications  are
attached hereto as Exhibit "A" and  incorporated  herein by reference,  Landlord
shall promptly make  application  for all building  permits and  approvals.  Any
changes to the Final  Plans and  Specifications  required  by Tenant  during the
building or fit-up of the Demised  Premises shall be by separate  written change
order  (including  payment  terms),  with an  extension  of time to complete the
building of the Demised Premises, if necessary, signed by both parties.

          (b) FIT-UP WORK.  Utilizing a general contractor selected by Landlord,
Landlord  shall complete and prepare the Demised  Premises for Tenant's  initial
occupancy  in  a  good  and  workmanlike  manner  in  accordance  with  Tenant's
Improvement Plan which has been initialed by both Landlord and Tenant.

          (c) MATERIALS  USED FOR FIT-UP WORK.  Landlord  shall use materials as
outlined on the attached Tenant Scope of Work (Exhibit "A").  Landlord  reserves
the right,  however:  (1) to make  substitutions of material of equivalent grade
and  quality  when  and if any  specified  material  shall  not be  readily  and
reasonably available,  and (2) to make changes necessitated by conditions met in
the course of construction,  provided that Tenant's approval of any change shall
first be obtained (which approval shall not be unreasonably withheld) so long as
there shall be general  conformity with Tenant's  Improvement Plans and Tenant's
intended use of the Demised  Premises and which approval must be given or denied
(with reasons stated in the case of denial) within  forty-eight (48) hours after
request or approval shall be conclusively deemed to have been given.

     6. INABILITY TO GIVE POSSESSION.

          (a) EXCUSABLE  DELAYS.  Landlord shall not be liable to Tenant for any
damages  caused by  Landlord's  inability to deliver  possession  of the Demised
Premises  to  Tenant on the  Commencement  Date,  as a result  of causes  beyond
Landlord's reasonable control,  including,  but not limited to, delays caused by
Tenant's  acts  or by  strikes,  lockouts,  labor  disputes,  inclement  weather
(including the day(s) following  inclement weather when construction work cannot
proceed  due  to  saturation  of  soils  or  other  unsatisfactory  conditions),
inability to procure materials, failure of power, restrictive governmental rules
and regulations, riots, insurrections or war ("Excusable Delays").

          (b) DELIVERY OF DEMISED  PREMISES.  If the Landlord shall be unable to
give possession of the Demised  Premises within nine (9) months of receiving the
building  permit  from the City of  Melbourne,  exclusive  of  Excusable  Delays
("Completion  Date"),  or  because  a  certificate  of  occupancy  has not  been
procured,  Landlord  shall not be subject to any liability for such inability to
give possession under such circumstances. The payment of rent shall not commence
until the  Commencement  Date. The failure to give  possession on the Completion
Date shall not affect the  validity of this Lease or the  obligations  of Tenant
hereunder or extend the Demised Term,  provided,  however, in the event Landlord
is unable to give possession on or before the tenth (10th) month after receiving
the building  permit from the township  (exclusive  of Excusable  Delays),  then
Tenant  shall  have the  option  of  declaring  the Lease  terminated  by giving
Landlord written notification  thereof, by registered mail, within two (2) weeks
of the first day of said tenth (10th) month.

     7. ADDITIONAL RENT.

          (a) BREACH. Tenant agrees to pay as rent in addition to the Basic Rent
any and all sums  which may  become  due by reason of the  failure  of Tenant to
comply with all of the  covenants of this Lease and any and all  damages,  costs
and expenses,  including attorney's fees, which the Landlord may suffer or incur
by reason of such default,  and also any and all damages to the Demised Premises
caused by any act or neglect of the Tenant.

          (b)  TAXES,  ASSESSMENTS,  ETC.  Tenant  will  duly  promptly  pay  as
additional rent to Landlord, as the same shall become due and payable and before
they become  delinquent,  all taxes,  rates,  assessments and other governmental
charges,  and charges of every kind and nature whatsoever,  nonrecurring as well
as  recurring,  special  or  extraordinary  as well as  ordinary,  foreseen  and
unforeseen,  and each and every installment  thereof,  which shall or may during
the term of the Lease be levied,  assessed or imposed, or become due and payable
or  become  liens  upon,  or arise in  connection  with  the use,  occupancy  or
possession  of, or any  interest  in, the Demised  Premises,  or upon the rents,
issues,  income and profits therefrom so as to prevent the same from becoming or
being an  enforceable  lien or claim  against the  property  or the  interest of
Landlord  ("Expenses").  Landlord  shall  apply  such  payment  by Tenant to the
payment of such Expenses, but in no event shall Landlord be required to pay such
Expenses early or during discount periods.  Such Expenses shall include all real
estate taxes,  assessments,  water and sewer charges which may become liens upon
the Demised  Premises or any part thereof.  If Landlord  requests  Tenant to pay
such  Expenses  other  than to  Landlord,  Tenant  will  furnish  or cause to be
furnished to Landlord not less than fifteen (15) days prior to the date on which
payment of the same would become delinquent,  or subject to penalty or interest,
receipts or other evidence  satisfactory  to Landlord of the payment of all such
Expenses.  If Landlord requests in writing,  Tenant shall pay to Landlord, or as
Landlord may direct,  such Expenses in advance in  installments as estimated and
determined by Landlord, and deposited with Landlord, or as directed by Landlord,
for  payment of all such  Expenses  when the same may  become  due and  payable.
Notwithstanding  the  foregoing,  Tenant  shall  not be  responsible  for  gross
receipts or other  income  taxes  incurred  by  Landlord  on the rents  received
hereunder  unless it is imposed in lieu of  another  charge for which  Tenant is
responsible hereunder.

          If the tenant deems  excessive or illegal any such Expenses,  with the
written consent of the Landlord,  the Tenant may make payment under protest. Any
contest,  whether  before  or  after  payment,  may be made  in the  name of the
Landlord or the Tenant or both,  with the written  consent of the  Landlord.  If
requested by Tenant,  Landlord may, but shall not be required to  participate in
any such  contest,  but the Tenant  shall be  entitled to any refund of any such
Expenses,  and any penalty or interest  thereon  which may have been paid by the
Tenant,  but all costs in  connection  with such  contest  shall be borne by the
Tenant.

          In case of  failure of the  Tenant to make any of the  payments  to be
made by Tenant for such  Expenses,  the Landlord  may, but shall not be required
to, pay the amount of same,  with  penalty and  interest  thereon,  if any.  The
amount so paid by the Landlord,  with interest  thereon from the date of payment
thereof  by the  Landlord,  shall  be  added  to and  become  a part of the next
installment of rent.

          If at any time  during the term of this Lease the  methods of taxation
prevailing  at the  commencement  of the term hereof shall be altered so that in
lieu of or as a supplement  to or a substitute  for the whole or any part of the
real estate  taxes or  assessments  now  levied,  assessed or imposed (1) a tax,
assessment, levy, imposition or charge, wholly or partially as a capital levy or
otherwise,  on the  rents  received  therefrom  or (2) a tax,  assessment,  levy
(including but not limited to any municipal,  state or federal levy), imposition
or charge measured by or based in whole or in part upon the premises and imposed
upon the Landlord,  or (3) a license fee measured by the rent payable under this
Lease, then all such taxes,  assessments,  levies or impositions and charges, or
the part  thereof so  measured  or based  shall be deemed to be  included in the
general real estate taxes and assessments  payable by the Tenant pursuant hereto
the extent that such taxes, assessments,  levies,  impositions and charges would
be  payable if the  premises  were the only  property  of the  Landlord  subject
thereto,  and the Tenant shall pay and discharge the same as herein  provided in
respect of the payment of general real estate taxes and assessments.

          (c) INSURANCE.  Landlord shall keep all buildings and improvements now
or hereafter erected upon the Demised Premises,  together with Chattels therein,
insured for the benefit of Landlord  against loss by fire and other  causalities
and hazards usually covered by extended coverage insurance in an amount not less
than the replacement  value of the Demised Premises  (excluding  foundations and
other parts below parts below the surface of the lowest  floor),  as  determined
not more than once  annually by an appraiser or rating  bureau  satisfactory  to
Landlord.  Tenant  agrees that it will,  throughout  the Demised  Term,  pay and
discharge  as  additional  rent,  the cost  incurred by Landlord in insuring the
Demised Premises as above stated. Insurance premiums at the beginning and end of
the term shall be apportioned. It is expressly understood and agreed that if for
any  reason  attributable  to  Tenant  it shall be  impossible  to  obtain  Fire
insurance on the building and  improvements on the Demised Premises in an amount
and in the form and with fire  insurance  companies  acceptable to the Landlord,
the Landlord may, if the Landlord elects,  (a) terminate this Lease and the term
thereof  on giving to the  Tenant  fifteen  (15)  days'  notice  in  writing  of
Landlord's  intention so to do and upon the giving of such notice this lease and
the  terms  thereof,  shall  terminate  and  come to an  end;  (b)  compute  the
additional  costs for such  insurance over and above the standard cost as if the
condition  attributable to Tenant did not exist and Tenant shall be obligated to
pay all of such additional cost.

          Tenant shall also provide at its sole cost and expense,  any insurance
on improvements  made to or inside the Demised  Premises by Tenant.  Such policy
shall name as insured  Landlord and Tenant,  as their  interests  may appear and
shall name  Landlord's  first  mortgagee,  if any, as mortgagee.  A copy of such
policy shall be furnished to Landlord and Landlord's first mortgagee.

          Tenant  at its own cost and  expense  will  provide  and keep in force
during the Demised Term of this Lease  commercial  general  liability  insurance
covering  at  least  the  hazards  of  "premises-operations",   "elevators"  (if
applicable) and "independent  contractors",  in which Landlord shall be included
as a named  insured,  in such other  limits of  liability  as may be required by
landlord   from  time  to  time,   but  not  less  than  One   Million   Dollars
($1,000,000.00)  combined  single  limit,  with a deductible  not to exceed Five
Thousand  Dollars  ($5,000.00).  Such insurance shall cover not only the Demised
Premises but shall also include all elevators,  hoists, hallways,  entranceways,
stairs or any other common areas  (exterior or  interior),  streets,  driveways,
alleys, lawns, parking and loading areas, sidewalks and curbs adjacent thereto.

          All such  policies  shall  contain  provision  for  notice to the said
Landlord not less than ten (10) days in advance of any  cancellation or material
change of such policy. In case of failure of the Tenant to make premium payments
when due,  the Landlord  may pay the amount of any such  premiums,  which amount
with interest thereon from the date of payment by Landlord shall be added to and
become part of the next installment of rent.

          Copies of renewal policies or certificates for any insurance  required
under this  Paragraph  shall be deposited  by Tenant with  Landlord at least ten
(10) days prior to the expiration of existing  policies,  and upon failure so to
do Landlord may immediately  purchase,  for the account of Tenant, the necessary
insurance from any reputable  insurance  company  without notice to Tenant,  and
Tenant shall  reimburse  Landlord  for cost  thereof  within ten (10) days after
demand.

          All insurance required hereunder shall be issued by companies licensed
to do business in Florida and  acceptable  to  Landlord.  Tenant  shall have the
right to carry the insurance provided for in this Paragraph,  or any portions of
such insurance under a blanket or comprehensive all-risks policy.

          (d) UTILITIES.  Tenant  further  agrees to pay as additional  rent all
charges for water, sewer, gas, oil, electricity,  light, heat, power,  telephone
or other utility used by Tenant at the Demised Premises during the Demised Term.
All charges for repair of the utility meter(s) on the Demised Premises,  whether
such repairs are made necessary by ordinary wear and tear, freezing,  hot water,
accident,  or other causes,  shall be payable by Tenant as  additional  rent and
shall be paid immediately when the same become due.

          (e)  MISCELLANEOUS.  Tenant  agrees  to pay  as  Additional  Rent  its
pro-rata share of all Center charges,  as set forth in Paragraph 35 hereof, for:
signage  repairs,   exterior   janitorial   service,   grounds  maintenance  and
landscaping,  parking lot maintenance,  fences and site lighting. Landlord shall
perform,  at Tenant's cost and expense,  the grounds  maintenance,  landscaping,
parking lot  maintenance  and site  lighting  for the Demised  Premises and bill
Tenant the cost for same as Additional Rent.

     8. TIME,  PLACE AND  WITHHOLDING  OF  PAYMENT.  Unless  provided  otherwise
herein,  all Basic Rent and additional  rent shall be payable in advance without
prior  notice or demand and without any set off or deduction  whatsoever  at the
office of Landlord  (or at such other  place as  Landlord  may from time to time
designate by notice in writing) and at the times provided for the payment of the
Basic Rent. Under no circumstances  will Tenant be permitted to withhold for any
reason.

     9.  AFFIRMATIVE  COVENANTS OF TENANT.  Tenant  covenants and agrees that it
will without demand:

          (a) INTERFERENCE  AND WASTE.  Conduct its business in such a manner as
not to interfere with or be a nuisance to the conduct of the Landlord's business
or that of any of  Landlord's  other  tenants,  and shall not allow any  noxious
odors or vapors to be emitted from the Demised Premises. Landlord agrees that it
will conduct its business so as not to interfere with that of the Tenant. Use of
explosives,  flammable  and/or  corrosive agents and other like materials is not
approved unless authorized by Landlord in advance.  Any cleaning agent apparatus
will be  installed  and  vented  to the  outside  at  Tenant's  cost and only if
installation  is approved in writing in advance by  Landlord.  Tenant  shall not
engage in activities that waste the premises.

          (b) MAINTENANCE AND REPAIR. Keep the Demised Premises and improvements
erected thereon in good condition and repair,  including all plumbing,  heating,
electrical and air  conditioning  systems and any loading  facilities  including
loading  doors and dock  bumpers.  Tenant at its own expense  shall enter into a
maintenance   contract   ("Maintenance   Contract")   with  a  heating  and  air
conditioning  repair  service  acceptable  to Landlord  for the Demised Term and
shall  provide  Landlord  with  a copy  of  same.  The  specifications  for  the
Maintenance  Contract are attached  hereto as Exhibit "B". The Demised  Premises
and the buildings and  improvements  thereon erected at any reasonable time, and
from time to time,  for the purpose of inspecting  and  appraising the same. The
Tenant  shall comply with all orders,  regulations,  rules and  requirements  of
every kind and nature  relating to the Demised  Premises,  now or  hereafter  in
effect,  of the  Federal,  State,  Municipal or other  governmental  authorities
having power to enact,  adopt, impose or require the same, whether they be usual
or unusual, ordinary or extraordinary, and whether they or any of them relate to
structural  changes  or  requirements  of  whatever  nature,  or to  changes  or
requirements incident thereto, or as the result of the use or occupation thereof
by Tenant,  and the Tenant shall pay all costs and expenses  incidental  to such
compliance, and shall indemnify and save harmless the Landlord from all expense,
and damages by reason of any notices,  orders,  violations  or  penalties  filed
against or imposed  upon the Demised  Premises or against the  Landlord as owner
thereof,  because of the  failure of the  Tenant to comply  with this  covenant.
Tenant  further  agrees  to keep the  Demised  Premises  clean and free from all
ashes,  dirt and other refuse matter;  replace all glass windows,  doors,  etc.,
which are broken; and keep all waste and drain pipes open.

          In the  event  of the  failure  of  Tenant  promptly  to  perform  the
covenants of Paragraph  8(b) hereof,  Landlord may go upon the Demised  Premises
and perform such covenants, the cost thereof, at the sole option of Landlord, to
be charged to Tenant as additional and delinquent rent.

          (c) COMPLIANCE. Comply with any requirements of any of the constituted
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 or damages  resulting
from failure so to do.

          (d) FIRE. Use every reasonable precaution against fire.

          (e)  RULES  AND   REGULATIONS.   Comply  with  reasonable   rules  and
regulations  of Landlord  promulgated  as  hereinafter  provided  (See  attached
Exhibit "C").

          (f)  SURRENDER  OF  DEMISED  PREMISES.  Upon the  expiration  or other
termination of this Lease, for any reason whatsoever,  surrender to the Landlord
the Demised  Premises  together  with the  buildings  and  improvements  thereon
erected or standing  thereon and the  building  equipment  then upon the Demised
Premises, together with all alterations and replacements thereon, in good order,
condition and repair,  except for  reasonable  wear and use thereof,  and except
also,  such  damages by fire or other cause for which the Tenant is obligated to
maintain  insurance  under the  provisions of this Lease if the proceeds of such
insurance have been received by Landlord, and except further, such damage by any
taking  by  condemnation  or  exercise  of the  right of  eminent  domain if the
Landlord has received the proceeds of such  condemnation  or exercise of eminent
domain and applied the same under the  provisions of this Lease.  Tenant further
agrees to  promptly  deliver to  Landlord at his office all keys for the Demised
Premises, and shall have removed from the Demised Premises those items listed on
Exhibit "D" and such other items referred to in Paragraph 10d hereof as Landlord
shall have given Tenant  notice to remove.  If Tenant fails to remove said items
prior to the  surrender  of the Demised  Premises,  Landlord  may dispose of the
same, at Tenant's expense.

          (g) NOTICE TO CASUALTY.  Give to Landlord prompt written notice of any
accident, fire, or damage occurring on or to the Demised Premises.

          (h) AGENCY FOR  LEASING.  Not  vacate or desert the  Demised  Premises
during the Demised Term,  or any renewal  term,  nor permit same to be empty and
unoccupied  without  consent of Landlord.  If, with the permission in writing of
Landlord,  Tenant  shall vacate or decide at any time during the Demised Term to
vacate the herein Demised Premises prior to the expiration of this Lease, or any
renewal  hereof,  Tenant  will not cause or allow any other  agent to  represent
Tenant in any  subletting  or  reletting of the Demised  Premises  other than an
agent  approved by the Landlord,  and that should Tenant do so, or attempt to do
so,  the  Landlord,  may  remove  any  signs  that may be placed on or about the
Demised  Premises by such other agent  without any  liability  to Landlord or to
said agent, the Tenant assuming all responsibility for such action.

          10. NEGATIVE COVENANTS OF TENANT.  Tenant covenants and agrees that he
will do none of the following  things without the consent in writing of Landlord
first had and obtained:

          (a) USE.  Occupy the Demised  Premises in any other  manner or for any
other purpose than as above set forth.

          (b) ASSIGNMENT,  ETC. Assign this Lease or hypothecate or mortgage the
same or  sublet  the  Demised  Premises  or any part  thereof.  Any  assignment,
transfer, hypothecation, mortgaging or subletting without the written consent of
the Landlord  shall be void.  The  following  shall be considered a violation of
this covenant:

               (1) filing of a petition by or against the Tenant  under  Chapter
7, 11 or 13 of Title 11,  United  States Code,  Bankruptcy,  as now or hereafter
amended or  supplemented,  or the filing of any  petition by or against  (and if
against  not  dismissed  within  thirty  (30) days) the Tenant  under any future
bankruptcy act or state law for the same or similar relief;

               (2)  the  dissolution  or  the  commencement  of  any  action  or
proceeding for the dissolution or liquidation of the Tenant,  in connection with
bankruptcy or other insolvency, whether instituted by or against (and if against
not dismissed  within thirty (30) days) the Tenant or for the  appointment  of a
permanent  receiver  or a  permanent  trustee  of all or  substantially  all the
property of the Tenant;

               (3) the taking  possession  of the  property of the Tenant by any
governmental   officer  or  agency  pursuant  to  statutory  authority  for  the
dissolution, rehabilitation, reorganization, or liquidation of the Tenant; or

               (4) the making by the Tenant of any assignment for the benefit of
creditors.

          (c) Place or allow to be placed  any stand,  booth,  or show case upon
the doorsteps,  vestibules or outside walls, pavements of said Demised Premises,
or place,  erect or cause to be placed or erected any projection or device on or
in part of the Demised  Premises.  Tenant shall remove any  projection or device
placed or erected,  if permission has been granted and restore the walls,  etc.,
to their former conditions, at or prior to the expiration of this lease. In case
of the breach of this  convenant (in addition to all another  remedies  given to
Landlord in case of the breach of any  conditions  or  covenants  of this Lease)
Landlord  shall have the  privilege of removing  said stand,  booth,  show case,
projection or device, and restoring said walls, etc., to their former condition,
and Tenant, at Landlord's option, shall be liable to Landlord as additional rent
for any and all expenses so incurred by Landlord.

          (d) ALTERATIONS  AND  IMPROVEMENTS.  Make any structural  alterations,
improvements,  or additions to the Demised Premises. All alterations,  additions
and improvements  (except trade fixtures,  furniture and equipment listed on the
attached  Exhibit "D",  other than building  equipment but including  electrical
installations,   plumbing   installations,   heating   units,   cooling   and/or
refrigeration  units,  fire and burglar alarms and associated  detection devices
and related wiring,  communication equipment and lighting fixtures) which may be
made or installed by Tenant upon the Demised  Premises  shall upon the making or
installation  thereof be and  become a part of the  Demised  Premises  and shall
remain upon and be  surrendered  with the Demised  Premises as a part thereof at
the termination of this Lease,  unless Landlord shall,  prior to the termination
of this Lease,  have given written notice to Tenant to remove the same, in which
event  Tenant will remove such  alterations,  improvements,  and  additions  and
restore the Demised  Premises to the same good order and condition in which they
now  are.  Should  Tenant  fail so to do,  Landlord  may do so,  collecting,  at
Landlord's option, the cost and expense thereof from Tenant as additional rent.

          (e)  MACHINERY.  Use or operate  any  machinery  that,  in  Landlord's
opinion,  is harmful to the  Demised  Premises  or building of which the Demised
Premises is a part.

          (f) WEIGHTS.  Place any weights in any portion of the Demised Premises
beyond the safe carrying capacity of the structure.

          (g)  REMOVAL.  Remove,  attempt to remove or manifest 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 then due.

          (h) VACATION. Vacate or desert the Demised Premises during the Demised
Term, or permit the same to be empty and  unoccupied  without the  permission of
Landlord.

          (i) RECORDATION.  Record this Lease. If Tenant violates this covenant,
Tenant hereby irrevocably  authorizes,  empowers and designates  Landlord as its
lawful attorney for the purpose of having said Lease marked satisfied of record.

     11. LANDLORD'S RIGHTS. Tenant covenants and agrees that Landlord shall have
the right to do the  following  things  and  matters  in and  about the  Demised
Premises:

          (a)  INSPECTION.  At all  reasonable  times  by  himself  or his  duly
authorized  agent to go upon and  inspect the  Demised  Premises  and every part
thereof, and/or at his option to make repairs,  alterations and additions to the
Demised  Premises  or the  building  of which the  Demised  Premises  is a part.
Excepting  emergencies,  Landlord  shall give Tenant 24 hours'  prior  notice of
inspection,  and Tenant  shall  have the right to escort  Landlord  during  such
inspection, if Tenant so desires.

          (b) RULES AND REGULATIONS.  At any time or times and from time to time
to make such  reasonable  rules and regulations as in his judgment may from time
to time be  necessary  for the  safety,  care  and  cleanliness  of the  Demised
Premises,  and for the  preservation  of  good  order  herein.  Such  rules  and
regulations  shall, when notice thereof is given to Tenant,  form a part of this
Lease.

          (c) FOR SALE OR RENT.  To  display a "For  Sale"  sign at any time and
also, after notice from either party of intention to terminate this Lease, or at
any time within three months prior to the expiration of this Lease, a "For Rent"
sign,  or both "For Rent" and "For Sale"  signs;  and all of said signs shall be
placed  upon such part of the Demised  Premises  as  Landlord  may elect and may
contain such matter as Landlord shall require. Prospective purchasers or tenants
authorized by Landlord may inspect the premises at reasonable hours at any time.

          (d)  DISCONTINUANCE  OF  FACILITIES  AND  SERVICES.  The  Landlord may
discontinue all facilities  furnished and services  rendered,  or any of them by
Landlord,  not expressly  covenanted for herein,  it being  understood that they
constitute no part of the consideration for this Lease.

     12.  RESPONSIBILITY  OF  TENANT.   Landlord  shall  not  in  any  event  be
responsible,  and the Tenant hereby specifically assumes  responsibility for any
personal or bodily injury or death of any persons (including employees of Tenant
and Landlord) and damage, destruction, or loss of use of any property, including
the  Demised  Premises  (except  as  specifically   provided  otherwise  herein)
occasioned by any event  happening on or about the Demised  Premises,  hallways,
entranceways,   stairs  or  any  other  common  areas  (exterior  or  interior),
elevators, hoists, streets, driveways, parking and loading areas, alleys, lawns,
sidewalks and curbs adjacent thereto  including those resulting from any work in
connection with any alterations, changes, new construction or demolition, except
if same results solely from the negligence of Landlord, its agents, servants, or
employees.  Tenant is  subrogated  to any rights of  Landlord  against any other
parties  in  connection  therewith.  Tenant  shall  defend,  indemnify  and hold
harmless Landlord from and against any and all claims,  demands, suits, damages,
liability and costs (including  counsel fees and expenses)  arising out of or in
any manner connected with any act or omission, negligent or otherwise of Tenant,
third persons, or any of their agents,  servants or employees which arise out of
or are in any way connected  with the  erection,  maintenance,  use,  operation,
existence or occupation of the Demised Premises, hallways, entranceways,  stairs
or any other common areas (exterior or interior),  elevators,  hoists,  streets,
driveways,  parking  and  loading  areas,  alleys,  lawns,  sidewalks  and curbs
adjacent  thereto unless due solely to the  negligence of Landlord,  its agents,
servants or employees.

     The Landlord shall promptly notify the Tenant of any claim asserted against
the  Landlord  on  account of any such  injury or  claimed  injury to persons or
property and shall promptly deliver to the Tenant the original or a true copy of
any  summons or other  process  pleading  or notice  issued in any suit or other
proceeding to assert to enforce any such claim.  The Tenant shall have the right
to defend any such suit with  attorneys  of its own  selection  and the Landlord
shall have the right, if it sees fit, to participate in such defense.

     Tenant  further  shall defend,  indemnify  and hold harmless  Landlord from
claims,  demands,  suits, liability for damages for personal or bodily injury or
death of any persons or damage or destruction of any property (including loss of
use thereof) caused by or in any manner arising out of any breach,  violation or
nonperformance by Tenant of any covenant, term or provision of this Lease.

     13. DAMAGE TO DEMISED PREMISES.

          (a) In the event that the Demised Premises is totally  destroyed or so
damaged by fire or other  casualty not occurring  through fault or negligence of
the Tenant or those employed by or acting for him, that, in Landlord's judgment,
the same cannot be repaired or restored  within one hundred  eighty  (180) days,
this Lease shall absolutely cease and determine,  and the rent shall abate as of
the date of casualty  for the balance of the term.  If  Landlord  cannot  locate
alternate  space for  Tenant to  continue  operation  during  the  course of the
repairs,  then Tenant shall have the right to terminate this Lease within thirty
(30) days.

          (b) If the damage  caused as above be only  partial  and such that the
Demised Premises, in Landlord's judgment, can be restored within the time period
and under the conditions as provided in Subparagraph  13(a) above,  the Landlord
may, at its option,  restore the same (excluding fixtures and improvements owned
by Tenant) with  reasonable  promptness,  reserving  the right to enter upon the
Demised Premises for that purpose. The Landlord also reserves the right to enter
upon the Demised Premises whenever  necessary to repair damage caused by fire or
other  casualty to the  building of which the Demised  Premises is a part,  even
though  the effect of such entry be to render  the  Demised  Premises  or a part
thereof  untenantable.  In  either  event  the  rent  shall be  apportioned  and
suspended during the time the Landlord is in possession, taking into account the
portion of the Demised  Premises  rendered  untenantable and the duration of the
Landlord's  possession.  If a dispute  arises as to the amount of rent due under
this clause,  Tenant agrees to pay the full amount  claimed by Landlord.  Tenant
shall,  however, have the right to proceed by law to recover the excess payment,
if any.

          (c) Landlord  shall make such election to repair the Demised  Premises
or terminate  this Lease by giving  notice  thereof to Tenant within thirty (30)
days from the day Landlord  received  notice that the Demised  Premises had been
destroyed or damaged by fire or other casualty.

          (d)  Notwithstanding the fact that Landlord may have elected to repair
the Demised  Premises  within said  thirty  (30) day  period,  if the  mortgagee
chooses to  accelerate  the mortgage due to damage by fire or other  casualty to
the Demised  Premises or the  building of which the Demised  Premises is a part,
Landlord  shall have the right to rescind  and/or cancel said election to repair
and  shall  have the right to elect not to repair  the  damaged  to the  Demised
Premises or the building of which the Demised Premises is a part,  provided said
notification  of election  not to repair is given to Tenant  within  thirty (30)
days after date of the receipt of said notice of acceleration.

          (e) Landlord shall not be liable for any damage, compensation or claim
by reason of inconvenience or annoyance  arising from the necessity of repairing
any  portion  of  the  building,  the  interruption  in the  use of the  Demised
Premises,  or the  termination of this Lease by reason of the destruction of the
Demised Premises.

     14. MISCELLANEOUS AGREEMENTS AND CONDITIONS.

          (a)  NON-WAIVER BY LANDLORD OR TENANT.  The failure of the Landlord or
Tenant to insist upon strict  performance  of any of the covenants or conditions
to this Lease,  or to exercise  any option  herein  conferred in any one or more
instances,  shall not be construed as a waiver or relinquishment  for the future
of any such covenants or conditions of this Lease or option,  but the same shall
be and remain in full force and effect.

          (b)  ACCORD  AND  SATISFACTION.  No  payment  by Tenant or  receipt by
Landlord of a lesser  amount than the monthly  rent herein  stipulated  shall be
deemed to be other than on account of the earliest  stipulated  rent,  nor shall
any endorsement or statement on any check or any letter  accompanying  any check
or payment as rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance of such rent or pursue any other remedy herein.

          (c)  JURISDICTION  AND  LAW.  Tenant  hereby  subjects  itself  to the
jurisdiction of the Court of Brevard County,  Florida.  The laws of the State of
Florida shall be applicable to this lease and any interpretations thereof.

          (d) The Landlord has let the Demised  Premises,  with the Building and
Improvements as required by Paragraph 5, and without any  representations on the
part of Landlord, his officers, employees, servants and/or agents.

     15. REMEDIES OF LANDLORD. If the Tenant:

          (a)  Does  not  pay  within  ten  (10)  days  after  it is due and all
installments  of rent  and/or  any other  charge  or  payment  herein  reserved,
included,  or agreed to be treated or collected as rent and/or any other charge,
expense, or cost herein agreed to be paid by the Landlord; or

          (b) Violates or fails to perform or otherwise  breaks any non-monetary
covenant or agreement  herein  contained  which is not  corrected in  compliance
within thirty (30) days after the notice; or

          (c) Vacates  the Demised  Premises or removes or attempts to remove or
manifests an intention to remove any goods or property therefrom  otherwise than
in the  ordinary  and usual  course of business  without  having  first paid and
satisfied the Landlord in full for all rent and other charges then due; or

          (d) Files or has filed  against it (and if against  not  dismissed  in
thirty (30) days) a petition under Title 11, United States Code, Bankruptcy,  as
now or hereafter  amended or supplemented,  whether under Chapter 7, 11 or 13 of
the aforesaid  Bankruptcy Code; or if there is the commencement of any action or
proceeding  under state or federal law for the dissolution or liquidation of the
Tenant in connection with bankruptcy or other insolvency,  whether instituted by
or against (and if against not  dismissed in thirty (30) days) the Tenant or for
the  appointment  of a receiver  or trustee of all or  substantially  all of the
property of the Tenant;  or if there is the taking of possession of the property
of the  Tenant by any  governmental  officer  or agency  pursuant  to  statutory
authority for the dissolution, rehabilitation,  reorganization or liquidation of
the  Tenant;  or if there is the making by the Tenant of an  assignment  for the
benefit of creditors;

          Then and in any of said  events,  there shall be deemed to be a breach
of this Lease, and thereupon Landlord shall have the following rights:

          (1) To  accelerate  the  whole  or any  part  of the  Basic  Rent  and
additional rent (sometimes  collectively referred to herein as "Rent") and other
charges, payments, costs and expenses herein agreed to be paid by Tenant for the
entire unexpired balance of the term of this Lease, and any Rent, other charges,
payments, costs and expenses if so accelerated shall, in addition to any and all
installments  of Rent  already due and payable and in arrears,  and/or any other
charge,  expense or cost herein agreed to be paid by Tenant which may be due and
payable  and in  arrears,  be  deemed  due and  payable  as if, by the terms and
provisions of this Lease,  such  accelerated  Rent and other charges,  payments,
costs and expenses were on that date payable in advance, provided, however, that
Landlord agrees it will not exercise this remedy unless Tenant is in arrears for
a total of three (3) monthly installments of Base Rent under the Lease.

          (2) To enter the Demised Premises and without further demand or notice
proceed to distrain and sell the goods,  chattels and  personal  property  there
found,  to  levy  the  Rent  and  Tenant  shall  pay  all  costs  and  officers'
commissions,  including watchmen's wages and sums chargeable to Landlord, and in
such case all costs,  officers'  commissions and other charges shall immediately
attach and become part of the claim of Landlord for Rent, and any tender of rent
without  said costs,  commissions  and  charges  made,  after the  issuance of a
warrant of distress, shall not be sufficient to satisfy the claim of Landlord.

          (3) To re-enter the Demised Premises and remove all persons and all or
any  property  therefrom,  either by summary  dispossess  proceedings  or by any
suitable  action or  proceeding  at law,  without  being  liable to  indictment,
prosecution or damages  therefor,  and repossess and enjoy the Demised Premises,
together  with all  alterations,  fixtures,  signs  and other  installations  of
Tenant. Upon recovering possession of the Demised Premises by reason of or based
upon or  arising  out of a  default  on the part of  Tenant,  Landlord  may,  at
Landlord's  option,  either  terminate this Lease or make such  alterations  and
repairs as may be necessary in order to relet the Demised Premises and relet the
Demised  Premises or any part or parts  thereof,  either in  Landlord's  name or
otherwise,  for a term or terms which may at  Landlord's  option be less than or
exceed the period which would otherwise have constituted the balance of the term
of this Lease and at such rent or rents and upon such other terms and conditions
as in  Landlord's  sole  discretion  may seem  advisable  and to such  person or
persons as may in Landlord's  discretion seem best; upon each such reletting all
rents received by Landlord from such reletting  shall be applied:  first, to the
payment  of any  indebtedness  other  than  rent due  hereunder  from  Tenant to
Landlord;  second,  to the payment of any costs and expenses of such  reletting,
including  brokerage fees and attorney's fees and all costs of such  alterations
and repairs;  third,  to the payment of Rent due and unpaid  hereunder;  and the
residue, if any, shall be held by Landlord and applied in payment of future Rent
as it may become due and payable  hereunder.  If such rentals received from such
reletting  during any month shall be less than that to be paid during that month
by  Tenant  hereunder,  Tenant  shall  pay such  deficiency  to  Landlord.  Such
deficiency  shall be  calculated  and paid  monthly.  No such re-entry or taking
possession  of  the  Demised  Premises  or  the  making  of  alterations  and/or
improvements  thereto or the reletting thereof shall be construed as an election
on the part of Landlord to terminate  this Lease unless  written  notice of such
intention  be given to Tenant.  Landlord  shall in no event be liable in any way
whatsoever  for failure to relet the Demised  Premises or, in the event that the
Demised  Premises or any part or parts thereof are relet, for failure to collect
the rent thereof under such reletting. Tenant, for Tenant and Tenant's successor
and assigns,  hereby  irrevocably  constitutes and appoints Landlord as Tenant's
and  Landlord's  agent to  collect  the rents  due and to  become  due under all
subleases  of the  Demised  Premises  or any parts  thereof  without  in any way
affecting Tenant's obligation to pay any unpaid balance of Rent due or to become
due hereunder.  Notwithstanding any such reletting without termination, Landlord
may at any time  thereafter  elect to  terminate  this  Lease for such  previous
breach.

          (4) To terminate  this Lease and the term hereby  created  without any
right on the part of Tenant to waive the forfeiture by payment of any sum due or
by other  performance  of any  condition,  term or  covenant  broken.  Whereupon
Landlord  shall be  entitled  to  recover,  in  addition to any and all sums and
damages for violation of Tenant's obligations hereunder in existence at the time
of such  termination,  damages for  Tenant's  default in an amount  equal to the
greater of (i) amount of the Rent  reserved for the balance of the Demised Term,
as well as all other charges,  payments,  costs and expenses herein agreed to be
paid by Tenant,  also  discounted  at the rate of nine percent (9%) per annum to
its then present worth or (ii) three (3) months' rent, all of which amount shall
be immediately due and payable from Tenant to Landlord as liquidated damages.

     16.  RIGHT TO  INJUNCTIVE  RELIEF.  In the event of a breach or  threatened
breach by Tenant of any of the covenants or provisions  hereof,  Landlord  shall
have the right of injunction  and the right to invoke any remedy  allowed at law
or in equity,  as if re-entry,  summary  proceedings and other remedies were not
herein provided for.

     17.  RIGHTS NOT  EXCLUSIVE.  No right or remedy  herein  conferred  upon or
reserved to Landlord  is intended to be  exclusive  of any other right or remedy
herein or by law provided but each shall be cumulative  and in addition to every
other right or remedy  given  herein or now or  hereafter  existing at law or in
equity or by statute.

     18. WAIVERS BY TENANT. Tenant expressly waives the right to delay execution
on any real  estate  that may be levied  upon to collect  any  amount  which may
become  due under the terms and  conditions  of this Lease and any right to have
the same appraised. Tenant agrees that said real estate may be sold on a writ of
execution or other process.

     19.  CALCULATIONS  OF  AMOUNTS  DUE.  For the  purpose of  calculating  the
accelerated  Rent payable under paragraph (1) of Paragraph 15(d) of this Article
and the  "Rent  reserved  for the  balance  of the  term" of this  Lease for the
purposes of Paragraph (4) of Paragraph 15(d) of this Article, the amount payable
as Tenant's share of real estate taxes,  Tenant's share of the cost of insurance
on the Demised Premises and Tenant's share of common area  maintenance  expenses
and any other charges for which Tenant is responsible  hereunder for the balance
of the term  hereof  shall be equal  to the sum of the  highest  amount  paid or
payable  by  Tenant  in any  calendar  year  for  each  of the  foregoing  items
multiplied by the number of calendar years  (including  any fractional  calendar
year) remaining in the term of this Lease.

     20. RIGHT OF ASSIGNEE OF LANDLORD.  The right to pursue the remedies herein
provided against Tenant and to enforce all of the other provisions of this Lease
may, at the option of any  assignee of this Lease,  be exercised by any assignee
of the Landlord's  right,  title and interest in this Lease in his, her or their
own name,  any  statute,  rule of  court,  custom or  practice  to the  contrary
notwithstanding.

     21. REMEDIES CUMULATIVE. All of the remedies hereinbefore given to Landlord
and all rights and remedies  given to it by law and equity  shall be  cumulative
and concurrent.  No termination of this Lease or the taking or recovering of the
Demised  Premises  shall  deprive  Landlord  of any of its  remedies  or actions
against  Tenant  for rent or sums  due at the time or  which,  under  the  terms
hereof, would in the future become due as if there has been no termination;  nor
shall the bringing of any action for rent or breach of  covenant,  or the resort
to any other remedy  herein  provided for the recovery of rent be construed as a
waiver of the right to obtain possession of the premises.

     22. CONDEMNATION.  If at any time during the Demised Term or any renewal or
extension  thereof the Demised  Premises,  or any portion  thereof,  be lawfully
condemned or conveyed in lieu or  condemnation,  the Landlord  shall be entitled
to, and shall  receive  the award or  payment  therefor,  and the  Tenant  shall
assign,  and does  hereby  assign and  transfer  to the  Landlord  such award or
payment  as may be made  therefor,  and in no event and  under no  circumstances
shall the  Tenant be  entitled  to receive or retain any award or payment of any
part thereof. This Lease shall, as to the part so taken terminate as of the date
title shall vest in the  condemnor,  and rent shall abate in  proportion  to the
square feet of the leased space taken or condemned.

     23. EXECUTION OF ESTOPPEL CERTIFICATE.  At any time, and from time to time,
upon the  written  request of  Landlord or any first  mortgagee,  Tenant  within
twenty  (20) days of the date of such  written  request  agrees to  execute  and
deliver to Landlord  and/or such first  mortgagee,  without charge and in a form
satisfactory  to  Landlord  and/or  such  mortgagee,  a written  statement:  (a)
ratifying this Lease; (b) confirming the commencement and expiration date of the
term of this Lease and the minimum  annual rental rate payable  during the lease
term; (c) certifying  that Tenant is in occupancy of the Demised  Premises,  and
that the Lease is in full force and effect and has not been modified,  assigned,
supplemented  or  amended  except  by such  writings  as  shall be  stated;  (d)
certifying  that all conditions and agreements  under this Lease to be satisfied
or performed by Landlord have been  satisfied  and performed  except as shall be
stated; (e) certifying that Landlord is not in default under the Lease and there
are no defenses or offsets  against the enforcement of this Lease by Landlord or
stating the defaults and/or defenses claimed by Tenant;  (f) reciting the amount
of advance rent, if any, paid by Tenant and the date to which such rent has been
paid and, if requested by Landlord and/or Mortgagee,  agreeing that Tenant shall
not pay rent to Landlord  more than thirty days in  advance;  (g)  reciting  the
amount of security  deposited with Landlord,  if any; (h) certifying that Tenant
has no option or right of first  refusal to  purchase  the  Demised  Premises or
option to extend  the term of the Lease  (unless  specifically  set forth to the
contrary in the Lease); (i) if requested by Landlord and/or Mortgagee,  agreeing
that the Lease will not be  modified  without the prior  written  consent of the
Mortgagee;  (j)  certifying  that tenant  will not  generate,  store,  handle or
otherwise  deal with any amount of any hazardous  substances or hazardous  waste
(as defined in federal,  state and local law) in or about the Demised  Premises,
in excess of those levels or quantities specified for regulatory  purposes;  (k)
agreeing, if requested by Mortgagee, that Tenant will give Mortgagee such notice
of any default by Landlord and reasonable  opportunity to cure such default, not
in excess of thirty (30) days,  unless the default  cannot be cured  within said
time,  before  exercising  Tenant's  remedies under the Lease; and (l) any other
information which Landlord or the mortgagee shall require.

     24.  FAILURE  TO EXECUTE  ESTOPPEL  CERTIFICATE.  The  failure of Tenant to
execute,  acknowledge  and  deliver to  Landlord  and/or any first  mortgagee  a
statement in  accordance  with the  provisions  of Paragraph 23 above within the
said twenty (20) day period shall constitute  acknowledgment by Tenant which may
be relied  upon by any person  holding or  intending  to  acquire  any  interest
whatsoever  in the  Demised  Premises  that this  Lease  has not been  assigned,
amended,  changed,  or modified,  is in full force and effect and that the Basic
Rent and additional rent have been duly and fully paid not beyond the respective
due dates  immediately  preceding the date of the request for such statement and
shall  constitute as to any persons entitled to rely on such statements a waiver
of any defaults by Landlord or defenses or offsets  against the  enforcement  of
this Lease by Landlord which may exist prior to the date of the written request,
and  Landlord at its option,  may treat such  failure as a  deliberate  event of
default.

     25. SUBORDINATION AND ATTORNMENT. Tenant agrees:

          (a) that,  except as hereinafter  provided,  this Lease is, and all of
Tenant's  rights  hereunder are and shall always be, subject and  subordinate to
any first mortgage ("First Mortgage"); and

          (b) That if the holder of any such First Mortgage  ("Mortgagee") or if
the  purchaser  at any  foreclosure  sale or at any  sale  under a power of sale
contained  in any  Mortgage  shall at its sole  option so  request,  Tenant will
attorn to, and  recognize  such  mortgagee or  purchaser,  as the case may be as
Landlord  under this Lease for the balance  then  remaining  of the term of this
Lease, subject to all terms of this Lease; and

          (c) That the  aforesaid  provisions  shall  be  self-operative  and no
further  instrument or document shall be necessary  unless  required by any such
First Mortgagee or purchaser. Notwithstanding anything to the contrary set forth
above,  any First  Mortgagee  may at any time  subordinate  its Mortgage to this
Lease,  without Tenant's consent,  by notice in writing to Tenant, and thereupon
this  Lease  shall be  deemed  prior to such  Mortgage  without  regard to their
respective dates of execution,  delivery and/or recording and in that event such
First  Mortgagee shall have the same rights with respect to this Lease as though
this Lease had been  executed and a  memorandum  thereof  recorded  prior to the
execution,  delivery and  recording of the Mortgage and as though this Lease had
been assigned to such First Mortgagee. Should Landlord or any First Mortgagee or
purchaser desire  confirmation of either such  subordination or such attornment,
as the case may be,  Tenant upon written  request,  and from time to time,  will
execute and deliver  without charge and in form  satisfactory  to Landlord,  the
First  Mortgagee or the purchaser all instruments  and/or  documents that may be
requested to  acknowledge  such  subordination  and/or  agreement to attorn,  in
recordable form.

          (d) Landlord  agrees that is shall  procure from the mortgagee who has
agreed  to  provide a  commitment  for a  five-year  permanent  mortgage  on the
Property  the  mortgagee's  consent  to a  non-disturbance  agreement,  in  form
reasonably  satisfactory  to Tenant,  which approval  shall not be  unreasonably
withheld.  If Landlord is unable to produce said  agreement  from such mortgagee
prior to the closing of the  construction  mortgage,  then Tenant shall have the
right to terminate  this  Agreement  within five (5) days after  receipt of such
advice from Landlord.

          Landlord further agrees that it shall use reasonable efforts to obtain
a similar agreement from any successor first mortgagee.

     26. FAILURE TO EXECUTE INSTRUMENTS AND DOCUMENTS. In the event Tenant fails
to execute  and  deliver  the  instruments  and  documents  as  provided  for in
Paragraphs  23 and 25 within  twenty  (20) days  after  request  in  writing  by
Landlord or such First  Mortgagee or purchaser,  as the case may be, Tenant does
hereby  make,  constitute  and  appoint  Landlord  or such  First  Mortgagee  or
purchaser,  as the case may be, as  Tenant's  attorney-in-fact  and in its name,
place and stead to do so, or  Landlord  may treat such  failure as a  deliberate
event of default.  The  aforesaid  power of attorney is given as coupled with an
interest and is irrevocable.

     27. QUIET ENJOYMENT;  EVICTION BY FORECLOSURE.  Tenant,  on paying the rent
reserved,  and performing all the covenants and conditions hereof,  shall at all
times during the Demised Term,  peaceably  and quietly have,  hold and enjoy the
Demised  Premises;  provided,  however,  eviction of the Tenant by reason of the
foreclosure of any First Mortgage now or hereafter on the Demised Premises shall
not be  construed as a breach of this  covenant,  nor shall any action by reason
thereof be brought against the Landlord;  and provided further, that no eviction
of the Tenant for any reason whatsoever,  after the Landlord shall have conveyed
the fee of the Demised Premises shall be construed as a breach of this covenant,
and no action therefor shall be brought against the Landlord.

     28. TERMINATION OF LEASE.

     It is hereby  mutually  agreed that either party hereto may terminate  this
Lease at the end of the Demised  Term or at the end of either  option  period by
giving  to the other  party  written  notice  thereof  at least  180 days  prior
thereto,  but in default of such notice, this Lease shall continue upon the same
terms and conditions in force immediately prior to the expiration of the Demised
Term  hereof as are  herein  contained  except  for Basic  Rent  which  shall be
adjusted to reflect the then current  market rates for space  comparable  to the
Demised Premises as determined by Landlord based upon other of Landlord's rental
properties for Melbourne,  Florida,  for a further period of one years and so on
from year to year unless or until termination by either party hereto, giving the
other one hundred  eighty  (180) days  written  notice for  removal  previous to
expiration of the then current term; PROVIDED,  however,  that should this Lease
be continued for a further period under the terms  herein-above  mentioned,  any
allowances  given  Tenant on the Basic Rent during the  original  term shall not
extend beyond such original term. In the event that Tenant shall give notice, as
stipulated in this Lease, of intention to vacate the Demised Premises at the end
of the Demised  Term,  or any renewal or  extension  thereof,  and shall fail or
refuse so to vacate the same on the date  designated by such notice,  then it is
expressly agreed that Landlord shall have the option either:

          (a) To  disregard  the notice so given as having no  effect,  in which
case all the terms and  conditions of this Lease shall continue  thereafter,  as
set forth above, with full force precisely as if such notice has not been given,
or

          (b)  Landlord  may, at any time  within  thirty days after the Demised
Term or any renewal or extension  thereof,  as  aforesaid,  give the said Tenant
fifteen (15) days' written  notice of his intention to terminate the said Lease;
whereupon the Tenant  expressly agrees to vacate said premises at the expiration
of the said fifteen (15) day period.

     All powers  granted to  Landlord  by this  lease may be  exercised  and all
obligations  imposed  upon Tenant by this Lease shall be  performed by Tenant as
well  during  any  extension  of the  Demised  Term of this  Lease as during the
Demised Term itself.

     29.  NOTICES.  All notices  required shall be in writing given by certified
mail, return receipt requested or by a recognized overnight delivery service:

TO LANDLORD:            Henderson Evans, L.C.
                        1800 Penn Street, Suite 3
                        Melbourne, FL  32901

With a copy to:         Norman C. Henss, Esq.
                        200 Stevens Drive, Suite 210
                        Lester, PA  19113

TO TENANT:              Software Technology, Inc.
                        Evans Road
                        Melbourne, FL  32901

     Such  address may be changed  from time to time by either  party by serving
notices as above provided.

     30. MECHANIC'S LIENS.

          (a)  MECHANIC'S  LIENS   PROHIBITED.   Tenant  shall  not  suffer  any
mechanic's  lien to be filed  against  the  Demised  Premises by reason of work,
labor,  services or materials performed or furnished to Tenant or anyone holding
the  Demised  Premises,  or any part  hereof,  through or under  Tenant.  If any
mechanic's  lien or any notice of intention  to file a mechanic's  lien shall at
any time be filed against the Demised  Premises  Tenant shall at Tenant's  cost,
within  fourteen  (14) days  after  knowledge  or  notice  of the  filing of any
mechanic's lien cause the same to be removed or discharged of record by payment,
bond, order of a court of competent jurisdiction, or otherwise.

          (b)  LANDLORD'S  REMEDY FOR TENANT'S  BREACH.  If Tenant shall fail to
remove or  discharge  any  mechanic's  lien or any notice of intention to file a
mechanic's lien within the prescribed  time, then in addition to any other right
or remedy of  Landlord,  Landlord  may,  at its  option,  procure the removal or
discharge  of the same by  payment  or bond or  otherwise.  Any  amount  paid by
Landlord  for such  purpose,  together  with all  legal and  other  expenses  of
Landlord  in  procuring  the  removal  or  discharge  or such  lien or notice of
intention  and together with interest  thereon at the highest  permissible  rate
shall be and become due and payable by Tenant to Landlord  as  additional  rent,
and in the event of Tenant's  failure to pay therefor  within  fifteen (15) days
after  demand,  the same shall be added to and be due and payable  with the next
month's rent.

          (c) NON-CONSENT OF LANDLORD TO FILING OF LIENS.  Nothing  contained in
this Lease  shall be  construed  as a consent on the part of Landlord to subject
Landlord's  estate in the Demised Premises to any lien or liability  arising out
of Tenant's use or occupancy of the premises.

     31. LEASE CONTAINS ALL AGREEMENTS. It is expressly understood and agreed by
and  between the  parties  hereto  that this Lease sets forth all the  promises,
agreements,  and conditions or understandings  between Landlord or his Agent and
Tenant  relative  to the  Demised  Premises,  and that  there  are no  promises,
agreements,  conditions or understandings,  either oral or written, between them
other  than are herein set forth.  It is  further  understood  and agreed  that,
except as herein otherwise provided, no subsequent alteration, amendment, change
or  addition  to this Lease  shall be binding  upon  Landlord  or Tenant  unless
reduced to writing and signed by them.

     32. HEIRS AND  ASSIGNEES.  All rights and  liabilities  herein given to, or
imposed upon, the respective parties hereto shall extend to and bind the several
and respective heirs, executors, administrators,  successors and assigns of said
parties;  and if there  shall 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
mentioned  as a Tenant  herein,  be the same one or more;  and if there shall be
more than one  Tenant,  any notice  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.  The  words  "his" and "him" or "its"
wherever  stated herein,  shall be deemed to refer to the "Landlord" or "Tenant"
whether  such  Landlord  or Tenant be  singular  or plural and  irrespective  of
gender. No rights, however, shall inure to the benefit of the assignee of Tenant
unless the  assignment to such assignee has been approved by Landlord in writing
as aforesaid.

     33. SECURITY DEPOSIT. INTENTIONALLY OMITTED.

     34.  HEADINGS  NO PART OF LEASE.  Any  headings  preceding  the text of the
several paragraphs and subparagraphs  hereof are inserted solely for convenience
of reference and shall not constitute a part of this Lease nor shall they affect
its meaning, construction or effect.

     35. TENANT'S  PRO-RATA SHARE OF CENTER:  19.2%  (determined by dividing the
acreage of the Center (20.85 acres) by the acreage of the Land  (including  area
covered by the Building) (4.0 acres).

     36. LATE PAYMENT. In the event that any payment of Basic Rent or additional
rent or any other charge  required to be paid by Tenant under the  provisions of
this Lease,  shall not be paid within fifteen (15) days of the due date,  Tenant
shall  pay to  Landlord  a late  charge of five  (5%)  percent  of such past due
payment; and such late charge shall be deemed "rent" for all purposes under this
Lease.

     37.  LANDLORD'S  CONSENT.  Landlord  agrees that it shall not  unreasonably
withhold any consent required of it under this Lease.

     38.  SEVERABILITY.  If a provision of this Lease Agreement is held invalid,
it is  hereby  agreed  that all valid  provisions  that are  severable  from the
invalid  provision  remain in effect.  If a provision in this Lease Agreement is
held invalid in one or more of its applications, the provision remains in effect
in all valid applications.

     39. LANDLORD'S LIABILITY.  Anything to the contrary herein notwithstanding,
Landlord's  liability for any damages or assessments  hereunder shall be limited
solely to  Landlord's  interest in the Demised  Premises or land and building of
which the Demised Premises is part, as the case may be. It is further covenanted
and agreed by the parties  hereto  that in no case shall the  Landlord be liable
for any consequential damages.

     40.  SIGNAGE.  Tenant  shall have the right to place  neat,  professionally
executed  signs at the front entrance  and/or loading areas as shall  adequately
advertise Tenant's occupancy of the Premises and direct visitors, guests and the
like to Tenant's  Premises  provided  that they comply with any and all laws and
ordinances  applicable  thereto.  Tenant shall not place any sign on any part of
the Building  without the written  consent of Landlord,  which consent  Landlord
shall not unreasonably withhold.

     41. LANDLORD'S ENVIRONMENTAL CLAUSE.

          (a) Tenant  shall not cause,  allow or permit the escape,  disposal or
release of toxic or hazardous substances or materials, including those which are
biologically  active or  chemically  active,  which  shall  include,  but not be
limited to, those substances  listed in the Environmental  Statutes,  as defined
below,  polychlorinated  biphenyls ("PCB's"),  asbestos and materials containing
PCG's and asbestos (hereinafter collectively "Hazardous Materials"),  in, around
or from the Demised  Premises.  Tenant shall not store, use or allow the storage
or use of Hazardous  Materials  in or around the Demised  Premises in any manner
not  sanctioned by law or the highest  standards  prevailing in the industry for
handling  and storage of such  Hazardous  Materials.  In the event that any such
Hazardous  Materials are required to be used by Tenant in the ordinary course of
its business,  Tenant shall send at least five (5) days' advance  written notice
to Landlord of the uses of such substances, including any identification of such
substances or materials. Landlord may deny or restrict Tenant's use or manner of
use of such  Hazardous  Materials  in or around the Demised  Premises;  however,
Landlord's failure to deny or restrict Tenant's use of Hazardous Materials or to
advise  Tenant of an  objection  to Tenant's use or manner of use of same in the
Demised Premises does not indicate  Landlord's  approval of such use and, in any
event,  Tenant  shall  remain  strictly  responsible  and liable for any and all
consequences,  direct  or  indirect,  resulting  from the use of such  Hazardous
Materials in or around the Demised Premises.

          (b) Tenant  shall  conduct all of its  operations  at the  Premises in
compliance  with all  federal,  state and  local  statutes  (including,  but not
limited to the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C. Section 9601 et. seq., as amended by the Superfund Amendments and
Reauthorization  Act of 1986,  Pub. L. No. 99-499,  100 Stat.  1613 (October 17,
1986) ("CERCLA"); the Resources Conservation and Recovery Act, 42 U.S.C. Section
6901  et.  seq.  ("RCRA"),  Florida  Air and  Water  Pollution  Control  Act and
regulations   enacted   thereunder),   ordinances,   regulations,   orders   and
requirements of common law, regarding, but not limited to, (i) discharges to the
air,  soil,  surface or  groundwater;  and (ii)  handling,  utilizing,  storage,
treatment or disposal of any hazardous substances or toxic substances as defined
therein ("Environmental Statues").  Tenant shall obtain all permits, licenses or
approvals  and  shall  make all  notifications  and  registrations  required  by
Environmental Statues and shall submit to Landlord, upon request, for inspecting
and copying all documents, permits, licenses,  approvals,  manifests and records
required to be submitted and/or maintained by the provision of the Environmental
Statutes.   Tenant  shall  also  provide   promptly  to  Lessor  copies  of  any
correspondence, notice of violation, summons, order, complaint or other document
received by Tenant pertaining to compliance with Environmental Statutes.

          (c)  Tenant  shall  not  install  at the  Premises  any  temporary  or
permanent  tanks for the  storage  of any  liquid  or gas above or below  ground
except as in  compliance  with the other  provisions  of this  section and after
obtaining written permission to do so from Landlord.

          (d) If,  because of the manner in which Tenant  operates its business,
the Landlord,  Landlord's mortgage lender or a governmental agency shall require
testing by an environmental  testing entity of its choice,  to ascertain whether
there has been a release of Hazardous Materials by Tenant, its agents, servants,
employees  or  business  invitees,  in  or  around  the  Demised  Premises,  the
reasonable  costs of such testing  shall be  reimbursed by Tenant to Landlord as
Additional  Rent.  Tenant  shall  execute  affidavits  or  representations,   at
Landlord's request,  stating that, to the best of Tenant's knowledge and belief,
since the time that Tenant took possession of the Demised  Premises,  there have
been no and there  presently are no Hazardous  Materials  present in the Demised
Premises.

          (e) Tenant  hereby  agrees to indemnify  Landlord and to hold Landlord
harmless of, from and against any and all expense, loss, cost, fines, penalties,
loss of value or liability  suffered by Landlord by reason of Tenant's breach of
any of the provisions of this section.

          (f) The  provisions of this section shall survive the  termination  of
Tenant's tenancy or of this Lease.

     42. OPTION TO RENEW

          Tenant  shall  have the right to extend the term of this lease for two
(2)  additional  terms  of five  (5)  years  each  ("Extended  Terms #1 and #2),
commencing  (#1) the first day after the Expiration  Date and (#2) the first day
after the last day of Extended Term #1 ("Renewal Day"), upon the following terms
and conditions:

          a. On or before  the day one  hundred  eighty  (180) days prior to the
applicable  Renewal Day,  Tenant  shall notify  Landlord in writing by certified
mail, return receipt  requested,  of Tenant's election to extend the term of the
Lease, under the terms and provisions of Paragraph 44 of the Lease;

          b. At the time of the  exercise  of such rights and  thereafter  until
either  Extended  Term  shall  commence,  Tenant  shall  not be in breach of the
performance  of any of the terms,  covenants or conditions of this Lease,  which
breach has not been remedied before an event of default has occurred;

          c. Such  extended  term shall be upon the same  terms,  covenants  and
conditions  as in this  Lease,  except that (i) there will be no right to extend
this Lease beyond  Extended  Terms #1 and #2, and (ii) the annual Basic Rent for
the Extended  Terms shall be calculated  (with  increases) in the same manner as
set forth in Paragraph 3(b) of the Lease.

          d. Upon the giving of such notice in writing as  aforementioned,  this
Lease shall be deemed extended for each Extended Term, subject to the provisions
and conditions of this paragraph, without execution of any further instruments.

          e. This Renewal Option may be assigned to a subtenant.

     IN WITNESS WHEREOF, the parties hereto have executed these presents the day
and year first above written, intending to be legally bound hereby.

                                          LANDLORD:

WITNESS:                                  HENDERSON EVANS, L.C.


                                          By:/s/David Henderson
                                            ------------------------------------
                                                 David Henderson  

                                          TENANT:

ATTEST:                                   SOFTWARE TECHNOLOGY, INC.

/s/Don F. Riordan
-------------------------------           By:/s/J.C. Clift
   Don F. Riordan                           ------------------------------------
  (Asst.) Secretary                             Jeffrey C. Clift, President



<PAGE>


                      EXHIBITS TO SOFTWARE TECHNOLOGY LEASE


Exhibit "A"        Final Plans and Specifications and Tenant Scope of Work

Exhibit "B"        Specifications for Maintenance Contract

Exhibit "C"        Rules and Regulations

Exhibit "D"        Tenant Fixtures and Equipment


<PAGE>
                                   EXHIBIT A

                                [Does Not Exist]


<PAGE>

                                      RIDER


     THIS IS A RIDER  MADE THIS 14TH DAY OF MAY,  1993,  TO THE LEASE OF MAY 14,
1993, BETWEEN HENDERSON EVANS,  L.C., a Florida limited liability  company,  and
SOFTWARE TECHNOLOGY, INC., a Florida corporation ("Tenant").

     OPTION TO PURCHASE.

     Landlord  hereby  grants to Tenant the  following  options to purchase  the
Demised Premises. Said options are personal to Tenant and may not be assigned by
Tenant with or without the  assignment of the Lease and are under and subject to
the following terms and conditions:

          a. Said options shall be exercised, if at all:

               (i) at least  ninety  (90) days  prior to the  expiration  of the
          fifth year of the Demised  Term of the Lease,  by written  notice from
          Tenant to Landlord by certified mail at Landlord's  last known address
          ("Option A"); or

               (ii)  at  least  one  hundred  eighty  (180)  days  prior  to the
          expiration  of the tenth year of the Demised  Term of the Lease,  with
          written  notice by Tenant to Landlord by certified  mail at Landlord's
          last known address ("Option B").

               (b) The purchase price for the Demised Premises shall be its fair
          market  value  (but in no event  less  than the  outstanding  mortgage
          balance against said Property) as determined by appraisal conducted in
          the following manner:

               (i)  Tenant  shall  include  with its notice of  exercise  of the
          option its name,  address and qualifications as set forth in paragraph
          b(iv) hereof of its nomination for an appraiser.

               (ii)  Within  ten (10) days  thereafter,  Landlord  shall  advise
          Tenant in writing of the name, address and qualifications as set forth
          in paragraph b(iv) hereof its selected appraiser.

               (iii) The two appraisers  shall select,  within the next ten (10)
          days,  a third  appraiser.  If the  appraisers  selected by Tenant and
          Landlord  are unable to reach an  agreement  as to the identity of the
          third  appraiser  within  said time  period,  the  appraiser  shall be
          determined  in  accordance  with  the  procedures  established  by the
          American  Arbitration  Association for the selection of an arbitrator,
          except that the appraiser selected must meet the qualifications for an
          appraiser as hereinafter set forth in (b)(iv) hereof.

               (iv) In order to qualify as an appraiser in  accordance  with the
          provisions of this paragraph,  the appraiser must qualify as an M.A.I.
          Appraiser,  be licensed as a real estate broker in accordance with the
          laws of the State of Florida,  which  license is in good  standing and
          has not been revoked,  and it must have substantial  experience in the
          sale and leasing of commercial and industrial  real estate in the area
          of Melbourne, Florida.

               (v) The third  appraiser  selected  shall  actually  conduct  the
          appraisal and determine the fair market  value.  In  determining  fair
          market  value,  the  appraiser  shall  appraise  the building as being
          vacant and available for occupancy by a third party.

               (vi) Both  Landlord and Tenant may submit to the  Appraiser  such
          information as they believe  appropriate for the  determination of the
          appraisal  price.  The  appraiser  may or may not  hold a  meeting  of
          Landlord's  and  Tenant's  representatives,  as such  appraiser  deems
          desirable;

               (vii)  Within  twenty  (20)  days  after  his  appointment,   the
          appraiser  shall  make his  determination  of the fair  market  value,
          determined in accordance with the foregoing  standards.  Said decision
          shall be final and binding and not subject to appeal.

               (viii) Unless written objection is made to the other party within
          five (5) days after the  selection of the  identity of the  appraiser,
          the objection to the  qualifications  of the appraiser shall be deemed
          waived.  If objections are made to the selection of an appraiser,  the
          party  whose  nominee it is will have ten (10) days in which to select
          the identity of a new appraiser.

               (ix) Tenant and  Landlord  shall pay the fees and expenses of the
          appraiser each has chosen.  The parties shall equally divide the fees,
          compensation and expenses of the third appraiser.

          c. Tenant shall  purchase the premises "as is" and Landlord  shall not
     be responsible for the condition of the building,  the infrastructure,  the
     land or the necessity for any repairs thereto, whether or not structural.

          d. The Demised Premises shall be conveyed, subject to title exceptions
     appearing  on  Exhibit  "E"  attached  hereto  and  incorporated  herein by
     reference.   Said  title  exceptions  include  a  reference  to  a  certain
     Declaration  of  Covenants,  Conditions  and  Restrictions  by and  between
     Henderson  Holding  Company and Elmer J. Krauss  Organization,  recorded of
     record in the Office of the Clerk of the  Circuit  Court in and for Brevard
     County, Florida, at Book #2652, Page #2739, et. seq., on December 2, 1985.

          e.  Title  shall be free  and  clear of all  liens,  encumbrances  and
     easements,  except those set forth in Exhibit "E" attached hereto. Landlord
     shall have the affirmative obligation to discharge before or at the time of
     settlement  all liens which can be discharged by the payment of money,  the
     total of which shall not be in excess of the net  proceeds of the sale.  If
     Landlord is unable to provide good and  marketable  title and such as would
     be insured by title  insurance  and at regular  rates,  subject only to the
     exceptions  set forth in Exhibit "E", then Tenant's sole remedy shall be to
     terminate its Option or to accept such title as Landlord is able to convey,
     without abatement of the Purchase Price.

          f. Settlement shall be made on said Purchase under subparagraph (a)(1)
     hereof during the last month of the fifth year of the Demised Premise, upon
     ten (10) days'  written  notice from Tenant to Landlord of under  paragraph
     (a)(2),  during the last month of the tenth year of the Demised Term, again
     settlement  being on ten (10) days' written notice from Tenant to Landlord.
     Settlement shall be held at the office of title insurer, and if there is no
     title insurer, at the office of seller.

          g. Time is of the essence of this  Agreement in exercising  the option
     and in consummating closing.

          h. At the time of  closing,  the  purchase  price  shall be payable by
     certified  check,  cashier's  check or wire transfer to Landlord's  account
     pursuant to the written instructions of Landlord.

          i. Documentary stamps on the deed and recording corrective instruments
     shall be paid by Landlord.  Documentary  stamps and  intangible  tax on the
     mortgage,  if any,  shall  be  paid by  Landlord.  Documentary  stamps  and
     intangible  tax on the mortgage,  if any,  shall be paid by Tenant.  Taxes,
     assessments,  rent,  interest,  insurance and other expenses and revenue of
     property  shall be pro rated  through day before  closing.  Cash at closing
     shall be increased or  decreased as may be required by  pro-rations.  Taxes
     shall be pro rated based on the current year's tax, with due allowance made
     for maximum allowance discount,  homestead and other exemptions. If closing
     occurs at a date when the current year's millage is not fixed,  and current
     year's  assessment  is available,  taxes will be pro-rated  based upon such
     assessment in a prior year's millage.  If current year's  assessment is not
     available,  then taxes will be  pro-rated  on the prior year's tax. Any tax
     pro ration  based on an  assessment  may,  at  request of either  Tenant or
     Landlord, be subsequently  readjusted upon receipt of tax bill on condition
     that a statement to that effect is in the closing statement.

          j. The deed shall be a special  warranty  deed which shall be recorded
     upon clearance of funds.

          k. If Tenant  fails or refuses to  consummate  closing on the purchase
     within the time specified,  and at Landlord's  option,  the Tenant shall be
     liable to Landlord for ten percent  (10%) of the  purchase  price as agreed
     upon liquidated  damages,  and in full  settlement of any claims  whereupon
     Tenant and Landlord shall be relieved of all further  obligations under the
     exercised  option to  purchase;  or Landlord,  at  Landlord's  option,  may
     proceed in equity to enforce  Landlord's  rights under this  Agreement  for
     consummation  of the  exercise to  Purchase.  If for any reason  other than
     failure of Landlord to make  Landlord's  title  marketable  after  diligent
     effort, Landlord fails or neglects or refuses to perform this Contract, the
     Tenant may seek specific performance, which shall be Tenant's only remedy.

          l. From the time of exercise of the Option to Purchase  until the time
     of Closing, Tenant on the Lease for the property to be purchased may not be
     in default in any of the  provisions of its Lease.  In the event the Option
     to Purchase is  rescinded  due to Tenant  default in its Lease,  Seller may
     retain the deposit  money as liquidated  damages,  and Tenant shall have no
     further options to purchase the Demised Premises.

     IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Rider to the
Lease the day and year first above written.


                                          LANDLORD:

WITNESS:                                  HENDERSON EVANS, L.C.


                                          By:/s/David Henderson
                                            ------------------------------------
                                                David Henderson  


                                          TENANT:

ATTEST:                                   SOFTWARE TECHNOLOGY, INC.

/s/Don F. Riordan
-------------------------------           By:/s/J.C. Clift
   Don F. Riordan                           ------------------------------------
  (Asst.) Secretary                             Jeffrey C. Clift, President


<PAGE>




                                    EXHIBIT B

               MAINTENANCE SERVICE SPECIFICATIONS FOR HVAC SYSTEMS

Service Agreements must include the following items:

a.   Quarterly inspections (four times per year) to include filter changing.

b.   Belt  replacement  as needed  (but at least  once per  year),  adjust  belt
     tension.

c.   Grease and oil all motor,  bearings  and  additional  moving  parts  (i.e.,
     dampers).

d.   Preserve exterior casing by removing rust and apply paint. Insure casing is
     secure.

e.   Evaporator and condenser cleaning once a year prior to spring start-up: (1)
     Condensate  drain  pans  cleaned  and  preserved  as needed.  (2)  Cleaning
     solution to be non-acidic type (as to protect delicate roofing materials)

f.   Evaporative   condensers   or  cooling   towers   shall  be  cleaned   upon
     winterization.  All debris  shall be removed  from sumps and water  drained
     from lines and pump casing.  (1) Upon  restart,  water  treatment  shall be
     added as necessary to inhibit molds (by drip feeder or tablet method,  cost
     of material to be additional to base contract price).

g.   Heat exchangers shall be inspected and cleaned prior to heating season.

h.   Stacks shall be checked for corrosion and leakage prior to heating  season;
     clean as necessary, make sure flue caps are installed and intact.

i.   Warning  safety  controls  shall be checked as per  manufacturer's  testing
     instructions with result noted on each service report.

j.   Oil tanks  shall be dipped  and  tested  for water  contamination  prior to
     heating season.

k.   Lift tanks, pumps, and controls shall be serviced prior to heating season.

l.   Unitary controls (i.e., fan limits,  gas valves,  modulating fire controls,
     pressure  switches,  remote  shut-offs)  shall be checked and calibrated as
     necessary.

m.   Refrigerant circuits shall be leak checked prior to start up.

n.   Refrigerant  controls  shall be  checked  and  adjusted  to  manufacturer's
     specifications (i.e., thermostatic expansion valve, hot gas bypass valves).

o.   Unitary operating controls and safety controls (i.e., oil failure, high-low
     pressure cutouts,  time delay/and short cycle device),  shall be tested and
     adjusted to maintain complete system protection.

p.   All electrical connections will be tightened.

q.   All contractors will be inspected and cleaned.

r.   All electric motor loads shall be monitored including amperage and voltage.

s.   All motor mounts and  compressor  mounts shall be checked for integrity and
     serviced as necessary to prevent vibration throughout units.

t.   All record of all operating temperatures pressure and electrical data shall
     be  forwarded  to the  customer  for each unit  serviced,  the record  will
     include model and serial number.

u.   A schedule  of rates will be included  for  standard  overtime  and holiday
     rates for service not covered under contract.

v.   A mark-up  percentage  for  material  shall be  forwarded  along  with rate
     schedule.

w.   A guaranteed response time, a referred customer status shall be extended to
     the customer for emergency call out.

x.   A form  listing  the  maintenance  work  completed  on what  date  shall be
     forwarded to customer with service order or invoice.

<PAGE>
                                   EXHIBIT C

                              RULES AND REGULATIONS

1.   Tenant will not keep any animals or birds in the Demised Premises or in the
     building  nor permit any animals or birds to be brought into or kept in the
     Demised Premises by others.

2.   Tenant will not go, or  authorize  or permit  anyone to go upon the roof of
     the building except as authorized by Landlord for the maintenance or repair
     of HVAC equipment.

3.   Tenant will not make,  commit or permit any improper noises or disturbances
     in the  building,  mark,  defile  and deface the  Demised  Premises  or the
     building of which the Demised  Premises is a part or  interfere  in any way
     with other tenants, their employees or those having business with them.

4.   Tenant agrees that Landlord shall in no case be liable for the admission or
     exclusion of any person from said building.

5.   Tenant will not occupy the Demised  Premises as living quarters or sleeping
     apartments  or in any manner or for any use or purpose other than as herein
     stated. Tenant will not use the halls, passages, elevators and stairways of
     the building of which the Demised Premises are a part for any purpose other
     than ingress and egress.

6.   Tenant  will not use the toilet  rooms,  water  closets,  urinals and other
     water fixtures and apparatus on the Demised  Premises or in the building of
     which the same are a part for any  purpose  other  than that for which they
     were designed and constructed,  nor throw sweepings,  rubbish, rags, ashes,
     chemicals or other injurious substances therein.

7.   Tenant  will  give  Landlord  prompt  notice of any  canvassers,  newsboys,
     peddlers or beggars plying their trade in the building of which the Demised
     Premises are a part.

8.   Tenant will close the windows  and  securely  lock the doors of the Demised
     Premises before leaving the building each day.

9.   Tenant  will not hang or install on any window any window  shade,  blind or
     curtain  without the written  approval of  Landlord.  Landlord  will supply
     uniform  window  blinds  for all  Tenants;  however,  the  Tenant  shall be
     responsible  for (all costs  incurred)  repair or replacement of the window
     blinds except for reasonable wear and tear.

10.  Tenant will not permit or allow any sign to be  displayed or painted on the
     exterior door of the demised  Premises or the building of which the Demised
     Premises is a part without the consent of Landlord in writing.

<PAGE>
                                   EXHIBIT D

                                [Does Not Exist]



<PAGE>

                          LEASE MODIFICATION NUMBER ONE

     This  agreement  dated  September 5, 1995 by and between  HENDERSON  EVANS,
L.C., a Florida limited liability company as Landlord,  and SOFTWARE TECHNOLOGY,
INC., a Florida  corporation,  as Tenant,  covers the Demised Premises  commonly
known as 1225 Evans Road, Melbourne, Florida 32904.

     Whereas, Landlord and Tenant entered into a Lease Agreement on May 14, 1993
and;

     Whereas,  the Tenant requests that its current Lease be modified to include
an additional 6,900 square feet which is located  contiguous to and south of the
Demised  Premises as shown on the attached  Exhibit  "X"; and to be  constructed
according to the attached Plans and Specifications.

     Now therefore,  in  consideration  of the Tenant's request the Landlord and
Tenant hereby agrees to the following modifications to the Lease.


     1.   The floor area under the referenced Lease shall be 29,400 square feet.

     2.   Upon  receipt  of a  Certificate  of  Occupancy  the annual net rental
          amount will be $223,440.00 and paid monthly at the rate of $18,620.00.
          The lease rate will be adjusted  annually  per  paragraph 3 commencing
          with year two of the new term. Expense reconciliation will continue to
          occur on February 1st of each year.

     3.   The term will be reset to ten (10) years and the expiration  date will
          be December 31, 2005.

     All  other  terms and  conditions  of the  referenced  Lease  shall  remain
unchanged.

     In witness whereof, the parties have hereunto set their hands and seals the
day and the year first written above.

                                   LANDLORD:

                                   HENDERSON EVANS, L.C.



/s/John B. Conda                   By:/s/William Henderson
------------------------------        -----------------------------
   Witness                         ITS:  Partner


/s/Joy Schaible
------------------------------
   Witness
                                   PARTNER:

                                   SOFTWARE TECHNOLOGY, INC.


                                   By:/s/Don F. Riordan
/s/J.C. Clift                         -----------------------------
------------------------------     ITS:  Secretary/Treasurer
   Witness


Signature Illegible
-------------------------------
Witness

<PAGE>

Exhibit X
[Map of Demised Premises]


<PAGE>
                          LEASE MODIFICATION NUMBER TWO

     This agreement dated April 3, 1996 by and between HENDERSON EVANS,  L.C., a
Florida limited liability company as Landlord, and SOFTWARE TECHNOLOGY,  INC., a
Florida  corporation,  as Tenant,  covers the Demised Premises commonly known as
1225 Evans Road, Melbourne, Florida 32904.

     Whereas, Landlord and Tenant entered into a Lease Agreement on May 14, 1993
and;

     Whereas,  Landlord and Tenant modified such Lease Agreement on September 5,
1995 and;

     Whereas,  the Landlord  requests that the current lease  expiration date be
adjusted to coincide with the completion of the addition to the facility.

     Now therefore,  in consideration of the Landlord's request the Landlord and
Tenant hereby agrees to the following modifications to the Lease.


     1.   The term will be reset to ten (10) years and the expiration  date will
          be February 28, 2006.

     2.   As  inducement to reset the Lease Term,  the Landlord  shall forgo the
          annual increase which was due on February 1, 1996.

     3.   Annual Base Rent beginning March 1, 1996 will be $223,440 and shall be
          adjusted  annually  pursuant to paragraph 3 of the Lease. The new Base
          Index,  pursuant  to  paragraph 3 of the Lease,  will be the  Consumer
          Price Index (CPI) for November, 1995.

     All  other  terms and  conditions  of the  referenced  Lease  shall  remain
unchanged.

     In witness whereof, the parties have hereunto set their hands and seals the
day and the year first written above.

                                          LANDLORD:

                                          HENDERSON EVANS, L.C.



/s/John D. Conda                           By:/s/David Henderson
------------------------------                ----------------------------------
Witness                                          David Henderson


/s/Joy Schaible
-------------------------------
Witness                                   ITS:  Partner



                                          PARTNER:

                                          SOFTWARE TECHNOLOGY, INC.


/s/Barbara Cole                            By:/s/J.C. Clift
-----------------------------                ----------------------------------
Witness                                          J.C. Clift

                                             ITS:  President

/s/Marianne Crovetto                          
----------------------------
Witness