LEASE AGREEMENT

THIS LEASE made as of the 20th day of December,  1995, between Greenleaf Venture
Associates, Ltd. d/b/a/ FAIRWAY CENTER, hereinafter referred to as "Lessor", and
TOP SOURCE  TECHNOLOGIES,  INC., a Delaware  corporation  registered  to conduct
business in the State of Florida hereinafter referred to as "Lessee".

     WITNESSETH:

     A.  DESCRIPTION OF PREMISES

     For and in consideration of the covenants and agreements  herein contained,
Lessor  hereby  leases to Lessee and Lessee  rents  from  Lessor  subject to the
terms,  covenants  and  conditions  of this Lease those  certain  premises  (the
"Premises")  constructed  or to be  constructed  as  outlined  on the Floor Plan
attached  hereto as  Addendum A and made a part  hereof  which is known as Suite
#200 being deemed to contain for all purposes  under this Lease 6,723  "rentable
square feet" computed in accordance  with the last sentence of this Paragraph A,
on the second  floor of the  building to be  generally  known as FAIRWAY  CENTER
(hereinafter known as the "Building")  located at 7108 Fairway Drive, Palm Beach
Gardens,  Florida,  together with a license for the duration of the term of this
Lease to use those  parking  spaces  described  in the  Parking  Space  Schedule
attached  hereto as  Addendum B and made a part  hereof.  The  "rentable  square
footage"  of the  Premises  shall be  defined  as the sum of the  actual  square
footage of the Premises  plus 11% of such square  footage  which is deemed to be
for hallways,  restrooms,  electrical,  janitor and telephone  closets and other
such Common Areas.

     B.  TERM

     The term of this Lease shall be for three (3) years,  commencing on January
15, 1996 (the  "Estimated  Completion  Date" for  improvements  to the  Lessee's
Premises) or such earlier date if Lessee takes  possession of the Premises prior
thereto,  and  ending  at 5:00  P.M.  on  January  14,  1999,  subject  to prior
termination  or  extension  pursuant  to the  terms  contained  herein  and  the
applicable provision of Florida law. In the event the Premises are not completed
by the Estimated Completion Date, the commencement of rent shall be as specified
in Section 6. of the Standard Lease Provisions.

     C.  BASE RENT

     Subject to  adjustments  in the amount of Base Rent for each Lease Year (as
hereinafter  defined in Section 1 of the Standard Lease Provision hereof) Lessee
agrees to pay Base Rent to the Lessor at 1555 Palm Beach Lakes  Boulevard,  West
Palm  Beach,  Florida,  33401,  or at  such  place  as  may be  designated  from
time-to-time by Lessor.  As used hereinafter in this Lease, the term "Base Rent"
shall  include  the  Premises  Base  Rent  and  the  Parking  Space  Base  Rent,
collectively,  as such amounts are adjusted for each Lease Year,  as provided in
Section 2 of the Standard Lease Provision.

     1. The annual amount of Seventy-three Thousand Nine Hundred Fifty-three and
00/100  ($73,953.00)  Dollars plus sales tax thereon Base Rent for the Premises,
payable in equal consecutive  monthly  installments in advance, on the first day
of each  month  during the term of this Lease  (hereinafter  referred  to as the
"Premises Base Rent"),  the annual amount of NOT APPLICABLE  Dollars,  as rental
for the parking spaces described in Addendum B, plus sales tax thereon,  payable
in equal monthly  installments  simultaneously  with the payment of the Premises
Base Rent (hereinafter referred to as the "Parking Space Base Rent").

     2. The Base Rent  shall be payable  in lawful  money of the United  States,
without any setoff or deduction.  Lessor  acknowledges  receipt of the amount of
Six Thousand Five Hundred Thirty-two and 52/100 ($6,532.52) Dollars from Lessee,
upon  execution  of  this  Lease,  representing  payment  of the  first  month's
installment of Base Rent, including sales tax thereon.

     D.  OPERATING EXPENSES

     Subject  to  adjustment  each  year  during  the  term of this  Lease,  the
Operating Expenses payable by Lessee to Lessor during the first year of the term
hereof shall be in the amount of Forty-six Thousand Three Hundred Twenty-one and
47/100 ($46,321.47)  Dollars plus sales tax in lawful money of the United States
payable in accordance with the terms set forth  hereinafter,  concurrently  with
the payment of Base Rent.  Operating  Expenses shall constitute  additional Rent
for all  purposes  under this Lease.  Lessee's  proportionate  share is 14.2% of
Operating Expenses.

The Operating  Expenses  shall be payable in lawful money of the United  States,
without

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any  setoff or  reduction.  Lessor  acknowledges  receipt  of the amount of Four
Thousand Ninety- one and 73/100 ($4,091.73)  Dollars from Lessee, upon execution
of  this  Lease,  representing  payment  of the  first  month's  installment  of
Operating Expenses, including sales tax thereon.

     E.  SECURITY DEPOSIT

     Upon  execution  of this Lease,  Lessee  agrees to deliver to Lessor  Forty
Thousand  Ninety-  one and 48/100  ($40,091.48)  Dollars  as a Security  Deposit
("Deposit")  to be  applied  as set  forth in  Section 9 of the  Standard  Lease
Provisions.

     F.  USE OF THE PREMISES

     The Lessee  covenants that the Premises shall be used and occupied only for
general office and administrative purposes and OSA Lab and for no other purpose.

     G.  STANDARD LEASE PROVISIONS

     This Lease  includes  the Standard  Lease  provisions  containing  Sections
numbered 1 through 49 and the Addenda A-L which are attached  hereto and by this
reference  incorporated  into this Lease.  Each of the  preceding  Paragraphs  A
through F is subject to the Standard Lease Provisions and Addenda.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed on December 20, 1995.
                                    Lessee:  TOP SOURCE TECHNOLOGIES, INC.

Witnesses:  /s/ Robert Book         By:/s/ David Natan               (SEAL)
                                    David Natan 
 /s/ Andrew Dietz                   Official Title:  Chief Financial Officer
 (As to Lessee)                     This Lease, including payment of Base Rent
                                    and all other sums due herein, together
                                    with Standard Lease Provisions No. 1
                                    through 46 and Addenda A-L, is hereby
                                     personally guaranteed.

Witnesses:                         Guarantor
                                   Lessor: GREENLEAF VENTURE ASSOCIATES,LTD
(As to Guarantor)      
                                   By:  FAIRWAY PROPERTY COMPANY
                                        MANAGING GENERAL PARTNER
Witnesses:                         By:/s/ E. Llwyd Ecclestone, Jr.  (SEAL)
                                   E. Llwyd Ecclestone, Jr.
                                   Official Title:  Chairman
(As to Lessor)


<PAGE>



                            STANDARD LEASE PROVISIONS

1.  DEFINITIONS

A. "Base Year" means the calendar year  preceding the calendar year in which the
Lease term commences.

   B. "Common Area" means all portions of the Real  Property  which are intended
for the common use and enjoyment of all tenants,  including with limitation, the
lobby  area,  all  hallways,  stairways,  elevators  and  restrooms  within  the
Building, the parking garage, the parking areas, and all driveways, walkways and
landscaped areas within the Real Property.

   C.  "Consumer  Price  Index" or "CPI"  means the  average  of: (a) U.S.  City
Averages for all Urban Consumers, all items of the United States Bureau of Labor
Statistics;  and (b) U.S.  City  Averages  For Urban Wage  Earners and  Clerical
Workers,  all items of the United States Bureau of Statistics.  If the Bureau of
Labor  Statistics   substantially  revises  the  manner  in  which  the  CPI  is
determined, an adjustment shall be made in the revised index which would produce
results equivalent,  as nearly as possible,  to those which would be obtained if
the CPI had not been so revised.  If the 1967 average shall no longer be used as
an index of 100, such change shall constitute a substantial revision. If the CPI
becomes  unavailable  to the public  because  publication  is  discontinued,  or
otherwise,  Lessor  shall  substitute  therefor a  comparable  index  based upon
changes  in the  cost of  living  or  purchasing  power of the  consumer  dollar
published by any other  governmental  agency; or, if no such index is available,
then a comparable index published by a major bank, other financial  institution,
university or recognized financial publication.

   D. "Lease Year" means each calendar year during the term of this Lease.

   E. "Lessee's Proration Percentage"  represents the proportion of the rentable
square  footage of the  Premises  bears to the  rentable  square  footage of the
Building. The rentable square footage of the Building is the sum of the rentable
square footage of all Premises (leased or unleased) in the Building, and for all
purposes under this Lease shall be conclusively deemed to be 47,317 square feet.
The rentable  square footage of the Premises is set forth in Paragraph A on page
1 of this Lease.

   F. "Operating Expenses" means and includes: (a) all expenses paid or incurred
by Lessor for maintaining, operating and repairing the Real Property, the office
tower  and the  parking  garage  and all other  systems  and  components  of the
building (hereinafter called the "Building), and other parking areas, the curbs,
sidewalks and plazas  adjoining the same,  including but not limited to the cost
of  painting,  cleaning,  refurbishing,  recarpeting,  redecorating,  gardening,
planting,  seeding and  maintenance of landscaped  areas,  trash removal,  drain
maintenance,  security guard service,  exterior maintenance of the improvements,
window cleaning,  janitorial  service,  uniforms,  management fees, supplies and
sundries; (b) utility expenses incurred by Lessor in furnishing utility services
for the Real  Property,  including the cost of  electricity,  gas or other fuel,
heating, lighting,  air-conditioning,  sewer and waste-water service and general
surface  drainage;  (c) those expenses paid or incurred by Lessor for insurance,
including  but not  limited to fire,  extended  coverage,  liability,  workmen's
compensation,  elevator,  or any other insurance carried in good faith by Lessor
and  applicable  to the Real  Property;  (d) the cost of rental of all supplies,
tools,  materials and equipment,  including  expenses paid or incurred by Lessor
for  sales or use  taxes on  supplies  or  services;  (e) the cost of wages  and
salaries of all persons engaged in the operation,  maintenance and repair of the
Real Property,  and so-called fringe benefits,  including social security taxes,
unemployment  insurance  taxes,  cost  for  providing  coverage  for  disability
benefits, cost of any pensions, hospitalization, welfare or retirement plans, or
any  other  similar  or like  expenses  incurred  under  the  provisions  of any
collective bargaining agreement,  or any other cost of expense which Lessor pays
or incurs to  provide  benefits  for  employees  so  engaged  in the  operation,
maintenance and repair of the Real Property;  (f) the charges of any independent
contractor who, under contract with Lessor or its  representatives,  does any of
the work  operating,  maintaining  or  repairing  the Real  Property,  including
without limitation the charges for services, materials and supplies furnished in
connection with the operation, maintenance or repair of any part of the Building
or the heating,  air-conditioning,  ventilating,  plumbing, roofing, electrical,
elevator and other systems of the Building;  (g)  depreciation of hand tools and
other  moveable  equipment  used in the repair,  maintenance or operation of the
Real property; (h) legal,  accounting,  and other professional expenses incurred
in  connection  with  the  operation,  maintenance  and  management  of the Real
Property,  including,  but not limited  to,  such  expenses as relate to seeking
refunds of or obtaining  reductions in the taxes;  (i) the amortized  portion of
the cost of any capital  improvement  or  alteration  made to the Real  property
which is either  required  by law (or  governmental  regulation)  or intended by
Lessor to reduce operating costs or

                                        1

<PAGE>



expenses, it being understood that such amortization shall be in accordance with
generally accepted accounting  principles and include interest at the prime rate
in effect on the date of installation of the capital improvement; (j) reasonable
reserves as determined  by Lessor to be necessary  for the efficient  operation,
management  and repair of the  Premises  and the  Building;  (k) all real estate
taxes,  assessments,  sewer rents, rates and charges, transit taxes, taxes based
upon the receipt of rent, including the sales taxes of other governmental taxes,
fees or charges on account of rent and any other federal, state, city, county or
other local  governmental  charges or charges by any  school,  drainage or other
special improvement district,  general,  special, ordinary or extraordinary (but
not  including  income  taxes or any other  taxes  imposed  upon or  measured by
Lessor's  income or  profits,  unless the same be imposed in lieu of real estate
taxes),  which  may now or  hereafter  be levied or  assessed  against  the Real
Property  (hereinafter  the "Taxes").  In case of special  taxes or  assessments
which may be payable in  installments,  only the amount of each installment paid
during a Lease Year shall be included in Taxes for that Lease Year.  Taxes shall
also include any personal  property taxes imposed upon the furniture,  fixtures,
machinery,  equipment,  apparatus, systems, and appurtenances used in connection
with  the  Real  Property  for  the  operation  thereof.  The  amount  of  Taxes
attributable  to any Lease  Year  shall be the  amount of Taxes  payable in such
year,  notwithstanding that in each case the assessments for such Taxes may have
been made for a different year or years than the year in which payable;  and (l)
any other expense or charge,  whether or not  hereinbefore  mentioned,  which in
accordance with generally accepted accounting and management principles would be
considered as an expense of maintaining,  operating,  or repairing the Building.
If any Operating Expense,  though paid in one (1) year, relates to more than one
(1) calendar  year, at the option of Lessor such expense may be  proportionately
allocated  among such  related  calendar  years.  If during any  calendar  year,
including the Base Year,  any rentable  space in the Building shall be vacant or
unoccupied,  at Lessor's  option,  the Operating  Expense for such calendar year
shall be adjusted to reflect the expenses  that would have been incurred if such
space had been occupied.

   Notwithstanding  the above, the following are excluded from the definition of
Operating   Expenses;   (a)  real  estate  broker's  leasing   commission;   (b)
depreciation  (except as provided  above),  interest on the amortization of debt
(except as provided above);  (c) leasehold  improvements made for new tenants of
the Building;  (d) refinancing  costs;  and (e) the cost of any work or services
performed  for any  tenants  of the  Building  to the  extent  that such work is
separately reimbursed.

   G. "Real Property" means the Building,  the parking garage, the land and real
property  owned or leased by Lessor  upon  which the  Building  and the  parking
garage  stand or which is  adjacent  thereto,  and used in  connection  with the
operation of the Building and its common areas.

2.  BASE RENT

   A. The Base Rent set forth in  paragraph  C on the cover  page of this  Lease
shall be adjusted at the  commencement of each Lease Year in accordance with any
adjustment  in the Consumer  Price Index.  The new Base Rent for each Lease Year
shall be determined by multiplying the Base Rent for the  immediately  preceding
Lease Year by a fraction, the numerator of which shall be the CPI published for 
the month of October in the Lease Year then ended,  and the denominator of which
shall be the CPI published for the month of October in the immediately preceding
Lease Year.  With  respect to the first such  adjustment,  the initial Base Rent
shall be  multiplied  by a  fraction,  the  numerator  of which shall be the CPI
published  for the  month of  October  in the year of the  commencement  of this
Lease,  and the denominator of which shall be the CPI published for the month in
which the Lease term  commenced.  In no event  shall the Base Rent for any Lease
Year be less than the Base Rent for the immediately preceding Lease Year.

   B. Prior to the commencement of each such Lease Year, Lessor shall deliver to
Lessee a statement  setting forth the Annual Base Rent for the forthcoming Lease
Year, the manner in which it was calculated and the monthly installment that the
Lessee shall pay to the Lessor pursuant to this Lease for such Lease Year.

   C. If the Lease term commencement date is on any day other than the first day
of January,  or if the Lease term  expiration date is on any date other than the
first day of December, the Base Rent as adjusted for such year shall be prorated
on the basis of the actual number of days of the Lease term during such calendar
year.

3.  OPERATING EXPENSES

A. In  addition  to the Base Rent,  as annually  adjusted,  Lessee  shall pay to
Lessor  during each Lease Year,  including  the calendar year in which the Lease
term expires, Lessee's share of the
                                        2

<PAGE>



Operating  Expenses for the Lease Year.  Lessee's  share of  Operating  Expenses
shall be  computed  by  multiplying  the  amount of the  Operating  Expenses  by
Lessee's Proration Percentage.

   B. On or about the  commencement  of each Lease Year,  Lessor  shall  provide
Lessee with a written  estimate of Lessee's share of the Operating  Expenses for
the forthcoming  Lease Year.  Lessee shall thereafter pay to Lessor,  concurrent
with the  payment of Base Rent  during  the Lease  Year,  one-twelfth  (1/12) of
Lessee's  share of the  Operating  Expenses,  as set forth on  Lessor's  written
estimate. In the event that Lessor revises its estimate of Lessee's share of the
Operating  Expenses,  or if Lessor  furnishes  such  estimate  subsequent to the
commencement of a Lease Year,  Lessor shall furnish to Lessee a statement of any
adjustments  to be  paid or  refunded  as a  result  of  such  revision  or late
estimate,  which  adjustment shall be paid with, or credited  against,  the next
monthly payment by Lessee of its share of Operating Expenses.  Failure of Lessor
to submit the written estimate shall not waive any rights of Lessor hereunder.

   C. No later than April 1 of each Lease Year,  Lessor shall submit to Lessee a
statement of Lessee's share of the actual Operating Expenses for the immediately
preceding Lease Year. If Lessee's share of the actual Operating Expenses exceeds
the estimate prepared by Lessor at the commencement of the preceding Lease Year,
then Lessee shall pay the  difference  to Lessor,  in a single  payment,  within
fifteen (15) days after receipt from Lessor of the amount due. In the event that
Lessee's  share of the  actual  Operating  Expenses  is less  than the  estimate
prepared by the Lessor,  then the difference shall be credited to Lessee against
current monthly payments of Operating Expenses.

   D. Lessee may examine Lessor's records  regarding  Operating  Expenses during
normal  business hours within ten (10) days following the issuance to the Lessee
of the Statement of actual Operating Expenses. The Statement of actual Operating
Expenses (the "Statement") shall be considered as final and acceptable to Lessee
unless Lessee  objects to the  Statement by written  notice to the Lessor within
thirty (30) days following the issuance of the Statement. If Lessee disputes the
accuracy of the  Statement,  and if such dispute  shall not have been settled by
agreement between Lessor and Lessee, the issue shall be conclusively  determined
by an audit  performed  by a certified  public  accounting  firm located in Palm
Beach County and selected by Lessor.  Pending  resolution  of the dispute by the
certified  public  accountant,  Lessee  shall pay the  amount  indicated  in the
Statement of actual Operating Expenses,  without prejudice to Lessee's position.
If the  dispute is resolved in Lessee's  favor,  any  overpayment  due to Lessee
shall be credited  against  Lessee's  share of the  Operating  Expenses  for the
current Lease Year,  and Lessor shall pay the cost of the audit.  If the dispute
shall be determined in Lessor's  favor,  Lessee shall pay the cost of the audit,
which expenses shall be deemed to constitute additional Rent hereunder.

4.  PAYMENT OF RENT

   A. For all purposes under this Lease and under law, the Premises Base Rent as
adjusted,  the  Parking  Space Base Rent,  as  adjusted,  Lessee's  share of the
Operating  Expenses  as  adjusted,  and all other sums due from Lessee to Lessor
under this Lease shall be deemed to constitute Rent, and the term "Rent" as used
herein shall be deemed to include all such amounts.

   B. Lessee shall pay the Rent to Lessor  promptly  when due without  notice or
demand therefor and without any abatement, deduction, counterclaim or setoff for
any reason  whatsoever,  except as may be expressly  provided in this Lease.  No
payment by Lessee or receipt or acceptance by Lessor of a lesser amount than the
correct Rent shall be deemed to be other than the payment on account,  nor shall
any endorsement or statement on any check or letter  accompanying any payment be
deemed an accord or  satisfaction  and Lessor may accept  such  payment  without
prejudice  to its rights to recover  the  balance or pursue any other  remedy in
this Lease or at law.  Lessee's  obligation to pay the Rent for the full term of
this Lease  shall  survive the  expiration  or earlier  termination  of the term
hereof.

5.  LATE PAYMENTS

   If any  payment  of Rent or other sums due  hereunder  is made later than the
seventh day of the month,  a late fee of fifty ($50.0)  dollars shall be paid by
Lessee,  upon demand by Lessor,  for each day beyond the seventh unless a lesser
rate shall then be the maximum rate  permissible  by law, in which  event,  said
lesser rate shall be  charged.  This late fee shall be in addition to and not in
exclusion  of any other sums  payable by Lessee due to  Lessee's  failure to pay
when due any sums  hereunder.  Acceptance of such late charge by Lessor shall in
no event  constitute  a waiver of Lessee's  default with respect to such overdue
amount,  nor prevent Lessor from exercising any of the other rights and remedies
granted hereunder.

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<PAGE>



6.  COMMENCEMENT OF RENT AND TERM

   The term of this Lease and Lessee's  obligation to pay Rent shall commence on
the Estimated Completion Date or earlier date, if Lessee assumes possession,  as
specified  in  Paragraph B of this Lease  Agreement.  However,  in the event the
Premises have not been completed by the Estimated Completion Date sufficient for
a  certificate  of  occupancy  ("C.O.") to have been issued  therefor,  then the
commencement  of Rent shall be postponed  until such time as a C.O. for Lessee's
Premises has been issued and the date of  expiration  of the Lease term shall be
similarly  postponed  by the same  number of days  between  the  earlier  of the
Estimated  Completion Date or the date of possession and the date of issuance of
a C.O. Under no circumstances,  however, may Lessee enter into possession of the
Premises prior to completion of improvements  to the Premises by Lessor,  except
upon the  express  written  consent of Lessor  and  subject to any terms of such
consent.  Should the term of this Lease and the Lessee's  obligation to pay Rent
commence  on a day other  than the  first day of a month,  then the term of this
Lease,  for purposes of calculating  the length of term only,  shall commence on
the first day of the following month,  but Lessee shall  nevertheless be subject
to all terms and conditions of this Lease for the fractional month preceding the
commencement of this Lease during which Lessee is in occupancy. The Lessee shall
pay Rent for the fractional  month preceding the  commencement of this Lease, if
the term of this Lease  commences  on a day other than the first day of a month,
on a per diem basis  (calculated on the basis of a thirty-day  month) payable on
commencement of the term of this Lease. Any Rent payment hereunder for any other
fractional month shall likewise be calculated and paid on such per diem basis.

7.  CONSTRUCTION OF LEASED PREMISES

     A. Lessor's  Work.  Lessor agrees that it will supply,  at its own expense,
its standard space, as more particularly  described and set forth on Addendum C,
annexed hereto and made a part hereof ("Lessor's Work").

   B. The purpose of the Floor Plan  attached  hereto as Addendum "A" is to show
the approximate location of the Premises.  The Lessor reserves the right, at any
time,  to add to or reduce or to relocate the various  improvements,  automobile
parking areas, and other common areas as shown on the Floor Plan.

8.  ACCEPTANCE BY LESSEE

   A. If  Lessor's  Work is not  completed  at the time this Lease is  executed,
Lessee agrees that either the acceptance by Lessee of possession of the Premises
for the purpose of construction of Lessee's  improvements  constructed by Lessor
shall be deemed acceptable if all of the work is substantially  completed except
for those  additional  items that Lessor is doing for Lessee (See Addendum "C").
The only remaining items would be punchlist type items.

   B. If Lessor's  Work has been  completed  at the time this Lease is executed,
Lessee  certifies  that it has  inspected  the  Premises and accepts same in its
existing condition. No repair work,  alterations,  or remodeling of the Premises
is required to be done by Lessor as a condition of the Lease.

9.  SECURITY DEPOSIT

   A. Amount of  Deposit.  Lessee,  simultaneously  with the  execution  of this
Lease,  has deposited with the Lessor the sum stated in Paragraph E of the cover
page of this  Lease,  receipt of which is hereby  acknowledged  by  Lessor.  The
Deposit shall be held by Lessor.  The Deposit may be commingled with other funds
of Lessor,  and Lessor shall have no liability for the accrual or payment of any
interest  thereon.  If at any time during the term of this Lease any of the Rent
herein reserved shall be overdue and unpaid,  or any other sum payable by Lessee
to Lessor hereunder shall be overdue and unpaid,  then Lessor may, at the option
of  Lessor,  appropriate  and apply all or any  portion  of said  deposit to the
payment of any such overdue Rent or other sum.

   B. Use and Return of  Deposit.  In the event of the failure of Lessee to keep
and perform any of the terms,  covenants and conditions of this Lease to be kept
and performed by Lessee,  then the Lessor,  at its option,  may  appropriate and
apply the Deposit or so much thereof as Lessor may deem necessary, to compensate
the Lessor all reasonable loss, cost, expense or damage sustained or suffered by
Lessor due to such  default or  failure  on the part of the  Lessee.  Should the
entire Deposit, or any portion thereof, be appropriated and applied by Lessor as
permitted hereby, then Lessee shall, upon the demand of Lessor,  forthwith remit
to Lessor a sufficient amount in cash to restore the Deposit to the original sum
deposited,  and Lessee's  failure to do so within five (5) days after receipt of
such demand shall constitute a

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<PAGE>



default of this Lease.  Should Lessee  comply with all of said terms,  covenants
and  conditions  and  promptly  pay all of the Rent and  additional  rent herein
provided  for as it falls due,  and all other  sums  payable by Lessee to Lessor
hereunder,  the Deposit  shall be returned in full to Lessee within a reasonable
time  following  the  expiration  of the  term of  this  Lease,  or the  earlier
termination hereof.

C.  Transfer of Deposit.  Lessor may  deliver  the Deposit to the  purchaser  of
Lessor's interest in the Premises,  in the event that such interest be sold, and
thereupon Lessor shall be discharged from any further  liability with respect to
the Deposit.

10.  USE OF COMMON AREAS

   The  use  and  occupation  by  Lessee  of  the  Premises  shall  include  the
non-exclusive  use, in common with others  entitled  thereto,  of the  hallways,
elevators,  toilets,  stairways,  entrance ways,  grounds,  loading  facilities,
sidewalks  and  customer car parking  areas  (hereinafter  collectively  "common
areas") as such common areas now exist or as such common areas may  hereafter be
constructed  for  the  benefit  of and as a part  of  the  Building,  and  other
facilities  as may be  designated  from  time to time  by the  Lessor,  subject,
however,  to the terms and conditions of this Lease and to the reasonable  Rules
and  Regulations  for the use  thereof as set forth in  Addendum E hereto and by
this  reference  incorporated  herein as covenants of this Lease,  and as may be
prescribed from time to time by the Lessor.

11.  USE OF PREMISES

   Lessee  hereby  covenants  to use and  occupy the  Premises  for the sole and
exclusive  purpose of operating as set forth in Paragraph "F" on the cover page,
and for no other use or purpose  whatsoever  without the Lessor's  prior written
consent which may not be unreasonably  withheld.  Lessee covenants not to use or
maintain the Premises in any unlawful manner or for any unlawful  purposes,  and
shall promptly comply with any and all laws, ordinances,  order, and regulations
of any and  all  municipal,  county,  state,  federal,  and  other  governmental
authorities  that may  pertain or apply to Lessee's  occupancy,  use or business
operations on the Premises at Lessee's sole cost and expense, including, but not
limited  to,  any and all  energy or fuel  conservation  orders  or  regulations
promulgated by any government authority. Lessee shall, additionally,  in its use
of the Premises comply with the reasonable Rules and Regulations as set forth in
Addendum E hereof, and as may be prescribed from time to time by Lessor.  Lessee
shall make no use whatever of the  Premises  that would cause an increase in the
fire insurance rate applicable to the Building upon the commencement of the term
of this Lease and shall not do or permit to be done any act or thing which might
subject  Lessor  any  liability  or  responsibility  for injury to any person or
persons  or to any  property by reason of any  business  or  operation  being
conducted  on the  Premises.  Lessee shall not bring any  flammable  material or
substances or any articles of a dangerous nature or any heating or cooking units
except for microwave into the Building or the Premises without the prior written
consent of Lessor.  No safes,  heavy files,  bookcases or other heavy  equipment
shall be allowed in the Building unless the weight, location and handling of the
same is approved by the Lessor and not unreasonably withheld. Regardless of such
approval,  Lessee agrees to indemnify,  defend and save Lessor harmless from all
expenses and other damages,  including  attorneys'  fees and costs,  incurred by
Lessor  resulting from the use or installation by Lessee of such heavy equipment
in the Building,  which  indemnification shall survive the expiration or earlier
termination  of this Lease.  Lessee  shall not cause or permit any noise or odor
that is objectionable to the public,  to other occupants of the Building,  or to
Lessor, to emanate from the Premises and shall not create or maintain a nuisance
thereon, and shall not disturb, solicit, or canvas any occupant of the Building,
and shall not do any act tending to injure the reputation of the Building or the
Premises.  Lessee shall not use, create,  store or permit any toxic or hazardous
material anywhere on the Real Property.  Without limiting the foregoing,  Lessee
shall not dispose of any toxic or other  hazardous  waste  through the  plumbing
system  in the  Building,  or  through  the  storm  drainage  system of the Real
Property, nor shall Lessee violate any requirements of the Florida Department of
Environmental  Regulation  or the  Florida  Department  of Health,  or any other
governmental agency, with respect to waste disposal. Lessee agrees to indemnify,
defend and save Lessor harmless from all expenses and other damages  incurred by
Lessor as a result of improper waste disposal by Lessee,  which  indemnification
shall survive the expiration or earlier  termination of this Lease. The building
presently meets the 1986 ADA requirements.

   Lessee  shall not cause or maintain any nuisance in or about the Premises and
shall keep the  Premises  free of debris,  rodents,  vermin,  and  anything of a
dangerous,  noxious,  or  offensive  nature or which could  create a fire hazard
(through  undue load on electrical  circuits or  otherwise) or undue  vibration,
heat, or noise.

                                        5

<PAGE>



12.  ALTERATIONS

   Lessee  shall  make no changes in or to the  Premises  of any nature  without
Lessor's prior written consent which shall not be unreasonably withheld.  Lessee
shall conduct all alterations and improvements in a merchantable manner, subject
to the prior written  consent of Lessor.  Any Lessee  alterations,  additions or
improvements  shall only be permitted,  if at all, where such  improvements  are
non-structural  and  which  do not  affect  utility  services  or  plumbing  and
electrical  lines, in or to the interior of the Premises by using contractors or
mechanics first approved by Lessor.  All fixtures and all paneling,  partitions,
railing and like installations, installed in the Premises at any time, either by
Lessee or by Lessor on Lessee's behalf,  shall,  upon  installation,  become the
property of Lessor and shall  remain upon and be  surrendered  with the Premises
unless  Lessor by notice to Lessee no later than  twenty  (20) days prior to the
date fixed as the termination of this Lease, elects to relinquish Lessor's right
hereto and to have them  removed by Lessee,  in which  event,  the same shall be
removed  from the  Premises by Lessee  prior to the  expiration  of the Lease at
Lessee's  expense.  Nothing in this  article  shall be  construed to give Lessor
title to or to prevent  Lessee's  removal  of trade  fixtures,  moveable  office
furniture and equipment, but upon removal of any such items from the premises or
upon  removal of other  installations  as may be required by Lessor.  Lessee may
remove its curtains, furniture and accessories.  Lessee shall immediately and at
its expense,  repair and restore the Premises to the condition existing prior to
installation  and repair any damage to the  Premises or the building due to such
removal.  All property  permitted or required to be removed by Lessee at the end
of the term  remaining in the Premises  after  Lessee's  removal shall be deemed
abandoned  and may, at the  election  of Lessor,  either be retained as Lessor's
property or may be removed  from the  Premises  by Lessor at  Lessee's  expense.
Lessee  shall,  before  making  any  alterations,  additions,  installations  or
improvements,  at its expense,  obtain all permits,  approvals and  certificates
required by any government or  quasi-governmental  bodies and (upon  completion)
certificates of final approval thereof and shall deliver promptly  duplicates of
all such  permits,  approvals  and  certificates  to Lessor and Lessee agrees to
carry  and will use  Lessee's  contractors  and  sub-contractors  to carry  such
workman's compensation, general liability, personal property and property damage
insurance as Lessor may require.

13.  SERVICES

   Lessor  agrees,  while Lessee is not in default under this Lease,  to furnish
the Premises with  air-conditioning and heat during the appropriate seasons from
8:00 A.M.  to 6:00 P.M.,  Monday  through  Friday and 8:00 A.M.  to 1:00 P.M. on
Saturday of each week excluding  legal  holidays.  After hours  air-conditioning
rate is $20 per hour and is  coordinated by the  Building's  Management  Office.
Lessor agrees to instruct Lessee  regarding access to  air-conditioning  control
panel in the event Management Office is not available to do so. Lessor agrees to
supply  janitorial  services  for the  hallways  and  common  areas  and for the
interior of the Premises.  If, for security or other valid  reasons  approved by
the  Lessor,  Lessee  elects to provide  separate  janitorial  services  for the
interior of the  Premises it may do so,  provided  that the  janitorial  service
company  selected by Lessee  shall be subject to the prior  written  approval of
Lessor. Further, in such event, the Lessee shall indemnify,  defend and save the
Lessor  harmless  from all claims and  damages,  including  attorneys'  fees and
costs,  arising out of any acts or omissions of the Lessee's  janitorial service
company.  Upon  request of the Lessor,  the Lessee  shall post with the Lessor a
fidelity bond in form and substance  satisfactory  to the Lessor,  applicable to
all employees of the Lessee's janitorial service company.  The employment of its
own  janitorial  service  company  shall not  entitle  the  Lessee to any credit
against its share of the Operating Expenses. Lessor shall supply landscaping and
maintenance  services  for the  grounds of the  Building.  Lessor  will  furnish
elevator  service,  lighting  replacement  for common area  lights,  toilet room
supplies,  common area janitor  service  daily during the time and in the manner
that such services are  customarily  furnished in first class  buildings in Palm
Beach  County,  Florida.  All  services  rendered  by Lessor  shall be deemed an
Operating Expense as aforementioned  herein.  Lessor shall not be liable for any
damages  directly or indirectly  resulting  from,  nor shall any Rent herein set
forth be abated by reason of (1)  installation,  use, or interruption of use, of
any  equipment  in  connection  with  the  furnishing  of any  of the  foregoing
services,  or (2) failure to furnish or delay in  furnishing,  any such services
when such  failure or delay is caused by  accident or any  condition  beyond the
reasonable  control  of  Lessor  or  by  the  making  of  necessary  repairs  or
improvements  to the  Premises  or to the  Building.  The  temporary  failure to
furnish any such  services  shall not be  construed  as an eviction of Lessee or
relieve  Lessee from the duty of observing and  performing any of the provisions
of this  Lease.  Lessor  shall use its best  efforts  to  promptly  restore  any
interrupted  service.  Lessor to provide  electrical,  water and sewer  service,
twenty-four (24) hours a day.

                                        6

<PAGE>



14.  ASSIGNMENT AND SUBLETTING

   Lessee shall not assign the right of occupancy  under this Lease or any other
interest therein,  or sublet the Premises,  or any portion thereof,  without the
prior  written  consent of Lessor,  which  shall not be  unreasonably  withheld.
Lessee  absolutely  shall have no right of  assignment or subletting if it is or
has been in default of this Lease.  Notwithstanding any assignment of the Lease,
or the subletting of the Premises, or any portion thereof, Lessee shall continue
to be liable for the performance of the terms,  conditions and covenants of this
Lease, including,  but not limited to, the payment of Rent. Consent by Lessor to
one or more assignments or sublettings shall not operate as a waiver of Lessor's
rights as to any subsequent  assignments and sublettings.  Lessor shall have the
sole option, which shall be exercised by providing Lessee with written notice of
terminating  the Lessee's  rights and  obligations  under this Lease rather than
permitting  any  assignment or  subletting  by Lessee.  Should Lessor permit any
assignment or subletting by Lessee and should the monies received as a result of
such  assignment  or  subletting  (when  compared to the monies still payable by
Lessee to Lessor) be greater  than would have been  received  hereunder  had not
Lessor permitted such assignment or subletting, then the excess shall be payable
by Lessee to  Lessor,  it being the  parties'  intention  that  Lessor,  and not
Lessee,  shall be the  party to  receive  any  profit  from  any  assignment  or
subletting.  If there are one or more  assignments  or  sublettings by Lessee to
which  Lessor  consents,  the  parties  understand  and  agree,  notwithstanding
anything  to the  contrary,  that any and all  renewal  options to be  exercised
subsequent to the date of such  assignment or subletting and any and all options
to lease additional space in the Building to be exercised subsequent to the date
of such  assignment  or  subletting  are  absolutely  waived and  terminated  at
Lessor's sole option.  In the event of the transfer and  assignment by Lessor of
its interest in this Lease and/or sale of the Building  containing the Premises,
the Lessor shall thereby be released from any further obligations hereunder, and
Lessee  agrees to look  solely to such  successor  in interest of the Lessor for
performance of such obligations.

15.  DAMAGE BY FIRE OR STORM

   In the  event  that  the  Building  should  be  totally  destroyed  by  fire,
hurricane,  tornado, or other casualty, or in the event the Premises or Building
should be so damaged that  rebuilding or repairs cannot be completed  within one
hundred eighty (180) days after the date of such damage, either Lessor or Lessee
may at its  option,  by written  notice to the other  given not more than thirty
(30) days after the date of such fire or other  casualty,  terminate this Lease.
In such event,  security  deposit  will be  returned  and Lessee  released  from
further  obligation and the rent shall be abated during the unexpired portion of
this Lease effective with the date of such fire or other casualty.  In the event
the Building or Premises should be damaged by fire, hurricane, tornado, or other
casualty  covered by Lessor's  insurance but only to such extent that rebuilding
or repairs can be completed  within one hundred eighty (180) days after the date
of such damage, or if the damage should be more serious as descried in the prior
sentence  but neither  Lessor nor Lessee  elects to  terminate  the Lease,  then
Lessor shall  within sixty (60) days after the date of such damages  commence to
rebuild or repair  the  Building  and/or the  Premises  and shall  proceed  with
reasonable   diligence   to  restore  the   Building   and/or  the  Premises  to
substantially  the  same  condition  in which  it was  immediately  prior to the
occurrence of the casualty,  except that Lessor shall be required to restore the
Premises only to the extent of Lessor's Work  originally  performed,  and Lessor
shall not be required to rebuild,  repair or replace any part of the  furniture,
equipment, fixtures, and other improvements which may have been placed by Lessee
or other  tenants  within the Building or Premises.  Lessor  shall,  unless such
damage is the result of negligence  or willful  misconduct of Lessee or Lessee's
employees or invitees,  allow Lessee a fair  diminution  of Rent during the time
that the Premises is unfit for  occupancy.  In the event any  mortgage,  under a
deed of trust,  security  agreement or mortgage on the building,  should require
that the insurance  proceeds be used to retire the mortgage  debt.  Lessor shall
have no  obligation  to rebuild the Building  and/or the Premises and this Lease
shall  terminate  upon notice to Lessee.  Any insurance  which may be carried by
Lessor or Lessee against loss or damage to the Building or to the Premises shall
be for the sole benefit of the party  carrying such insurance and under its sole
control.

16.  EMINENT DOMAIN

   If the whole or a portion  of the  Building  shall be taken for any public or
quasi-public  use under any  statute  or by right of  eminent  domain or private
purchase in lieu thereof,  then at Lessor's option, but not otherwise,  the term
hereby demised and all rights of Lessee  hereunder shall  immediately  cease and
terminate  and  the  Base  Rent  shall  be  adjusted  as of  the  date  of  such
termination.  Lessee  shall be  entitled  to no part of the award  made for such
condemnation  (or other  taking) or the purchase  price  thereof.  Nevertheless,
notwithstanding  anything to the contrary  likewise at Lessor's option,  but not
otherwise, if the Premises is unaffected by such condemnation (or other taking),
then this Lease and each and every one

                                                         7

<PAGE>



of its provisions shall continue in full force and effect.

17.  FORCE MAJEURE

   Whenever  a period of time is  herein  prescribed  for  action to be taken by
Lessor,  Lessor  shall not be  liable or  responsible  for,  and there  shall be
excluded  from the  computation  for any such period of time,  any delays due to
strikes,  riots,  acts of God,  shortages of labor or  materials,  theft,  fire,
public  enemy,  injunction,  insurrection,  court  order,  requisition  of other
governmental  body  or  authority,   war,  governmental  laws,   regulations  or
restrictions  or any other  causes of any kind  whatsoever  which are beyond the
control of Lessor.

18.  INDEMNITY

   Lessor  shall not be liable for and Lessee  will  indemnify  and save  Lessor
harmless  of and from all fines,  suits,  claims,  demands,  losses and  actions
(including  attorneys'  fees)  for any  injury to person or damage to or loss of
property on or about the Premises  caused by the  negligence  or  misconduct  or
breach of this Lease by Lessee, its assigns, employees,  subtenants, invitees or
by any other  person  entering the  Premises or the  Building  under  express or
implied invitation of Lessee, or arising out of Lessee's use of the Premises.

19.  INSURANCE TO BE MAINTAINED BY LESSEE

   Lessee shall insure all its property in the Premises  against damage by fire,
including extended coverage, in any reasonable amount as determined by Lessor in
consultation  with  Lessee.  The Lessee  shall  also  maintain  at its  expense,
throughout  the Term,  insurance  against  liability in  connection  with bodily
injury,  death, property damage and destruction occurring within the Premises or
arising out of the use thereof by the Lessee or its agents, employees, officers,
or invitees,  visitors and guests under one or more  policies or general  public
liability  insurance having such limits as to each as are reasonably required by
the  Lessor  from  time to time,  but in no  event  less  than  (a) One  Million
($1,000,000)  Dollars for injury to or death of any one or more  persons  during
any one occurrence and (b) Five Hundred Thousand ($500,000) Dollars for property
damage or destruction during any one occurrence. Such policies shall name Lessor
and the Lessee  (and,  at the  request of the  Lessor,  any  mortgagee),  as the
insured parties,  and shall provide that they shall not be cancelable without at
least thirty (30) days prior  written  notice to the Lessor (and, at the request
of the Lessor,  any  mortgagee),  and shall be issued by insurers of  recognized
responsibility licensed to do business in Florida, approved by Lessor.

20.  SUBROGATION

   In the event of any loss or damage to the Building,  the Premises  and/or any
contents  therein,  each party  shall look first to any  insurance  in its favor
before making any claim against the other party. To the extent possible  without
affecting the validity,  coverage or premium for  applicable  insurance,  Lessee
shall  obtain,  for each  applicable  policy of  insurance,  a provision in such
policies permitting waiver of claim against the Lessor for loss or damage within
the scope of the insurance,  and Lessee, to such extent permitted for itself and
its insurers, waives all such insured claims against the Lessor.

21.  KEYS AND LOCKS

   A. Locks.  Lessee may from time to time install and change locking mechanisms
on entrances to the Building,  common areas thereof, and the Premises, and shall
provide to Lessee a reasonable number of keys and replacements  therefor to meet
the bona fide  requirements of the Lessee.  As used herein,  "keys" includes any
device  servicing the same purpose.  Lessee shall not add to or change  existing
locking  mechanisms  on any door in or to the Premises  without  Lessor's  prior
written  consent  which shall not be  unreasonably  withheld.  If with  Lessor's
consent,  Lessee installs lock(s)  incompatible with the Building master locking
system:

1) Lessor,  without  abatement of Rent shall be relieved of any obligation under
the Lease to provide any service to the  affected  areas  which  require  access
thereto;

   2) Lessee shall  indemnify  Lessor  against any expense as a result of forced
entry thereto which may be required in an emergency.
3)  Lessee  shall at the end of the term and at  Lessor's  request  remove  such
lock(s) at Lessee's expense; and

4) Lessee shall not, during periods outside of the normal operation hours of the
Building,
                                        8

<PAGE>



do anything which shall cause the main entry to the Building to remain unlocked.
Any  violation of the  foregoing  provisions  shall subject the Lessee to strict
liability for any and all damage to the Building caused by persons gaining entry
as a result of such  violation.  The Lessee  agrees to abide by all rules set by
the Lessor concerning security.

5) Lessor will provide Lessee with the necessary  access cards and five (5) keys
to the Suite.

B.  Return of Keys.  At the end of the term,  Lessee  shall  promptly  return to
Lessor all keys for the Building and Premises which are in possession of Lessee.

22.  LESSEE'S EQUIPMENT

   The Lessee  shall not connect  any  electrical  equipment  of any type to the
electrical  distribution system without the Lessor's prior written consent which
shall not be unreasonably  withheld,  provided that the Lessee may,  without the
Lessor's consent,  connect equipment which do not overtax the electrical system.
Lessor does not warrant that the Premises are  sufficient  or adaptable  for the
use of  computer  or word or data  processing  equipment.  Lessee  agrees not to
connect  with water  pipes any  apparatus  using  water  without  consent of the
Lessor.  Lessee shall be  permitted to use a copying  machine plus any number of
computers,  typewriters  and desk  calculators  consistent  with the leased area
without  being subject to the utility  surcharge  hereinafter  provided.  Lessee
shall not be permitted to install any  equipment  causing a floor load in excess
of  _________  pounds  per  square  foot.  Additional  equipment  shall  only be
connected upon written  permission of the Lessor which shall not be unreasonably
withheld and shall be subject to an  electrical  service  surcharge in an amount
determined by the Lessor upon the grant of  permission.  In  particular  but not
exclusively,  the following equipment is subject to the surcharge: More than one
refrigerator,  water  coolers,  incandescent  lighting  and any other  equipment
determined  by Lessor in its sole  discretion.  No cooking or warming up of food
(except for microwave) or room heaters will be permitted. No device will be used
by Lessee that creates any unreasonable odor.

   Lessee may install or affix to the Premises such equipment and trade fixtures
as are  reasonably  necessary  for the  conduct of Lessee's  business  operation
therein with the Lessor's  prior written  consent;  and upon  termination of the
Lease for any reason  other than  Lessee's  default,  Lessee may remove the same
provided  that after such  removal  Lessee  restores  the  Premises  at Lessee's
expense to the same  condition  as  existed  prior to the  installation  of such
equipment and fixtures.  It is understood  and agreed,  however,  that any floor
coverings,  window treatments,  wall coverings or other appurtenants attached to
the floor or any part of the Premises by Lessee shall at the  termination of the
Lease or any  renewal  thereof,  remain the  property of Lessor and shall not be
removed unless Lessor requests Lessee to remove same.  Lessee shall promptly pay
and discharge  and shall  indemnify  and hold Lessor  harmless of and from,  all
tangible  property  taxes and  assessments  now or  hereafter  taxed,  assessed,
imposed  or  levied  by any  lawful  authority  against  or upon  any  fixtures,
equipment,  or  personal  property  located in the  Premises  which shall not be
unreasonably withheld during the term of this Lease.

   Lessee shall not store or maintain any equipment,  boxes or other  containers
in the hallways or other common  areas  inside or outside the  Building.  Lessor
shall have the right to remove any such equipment, boxes or containers after one
(1)hour  notice to Lessee,  and to store such  equipment or dispose of it in any
manner deemed  appropriate by Lessor. In such event,  Lessee shall pay to Lessor
all  expenses  incurred by Lessor for such storage or other  disposition,  which
expenses shall be deemed to constitute additional Rent hereunder.

23.  LESSOR'S LIEN

   In addition to the statutory  Lessor's Lien, Lessor shall have, at all times,
a valid security  interest to secure payment of all Rent and other sums of money
becoming due hereunder from Lessee, and to secure payment of any damages or loss
which  Lessor  may  suffer by reason  of the  breach by Lessee of any  covenant,
agreement or  condition  contained  herein,  upon all goods,  wares,  equipment,
fixtures,  furniture,  files, improvements and other personal property of Lessee
presently or which may hereinafter be situated in the Premises, and all proceeds
therefrom,  and such property shall not be removed therefrom without the consent
of Lessor  until  all  arrearages  in Rent as well as any and all other  sums of
money then due to Lessor hereunder shall first have been paid and discharged and
all of the covenants, agreements, and conditions hereof have been fully complied
with  and  performed  by  Lessee.  In  consideration  of this  Lease,  upon  the
occurrence  of an event of default by Lessee,  Lessor  may,  in  addition to any
other remedies  provided herein,  enter upon the Premises and take possession of
any and all goods, wares, equipment, fixtures, furniture, improvements and other
personal  property of Lessee situated on or in the Premises,  without  liability
for trespass or conversion,

                                        9

<PAGE>



and sell the same at  public  or  private  sale,  with or  without  having  such
property at the sale,  after  giving  Lessee  reasonable  notice of the time and
place of any public sale or at the time after  which any  private  sale is to be
made,  at which sale the Lessor or its assigns  may  purchase  unless  otherwise
prohibited by law. Unless  otherwise  provided by law, and without  intending to
exclude any other manner of giving Lessee reasonable  notice, the requirement of
reasonable  notice shall be met if such notice is given in the manner prescribed
in Section 36 of this Lease at least five (5) days before the time of sale.  The
proceeds from any such disposition, less any and all expenses connected with the
taking of possession,  holding and selling of the property (including reasonable
attorneys'  fees and other  expenses)  shall be applied as a credit  against the
indebtedness  secured by the security  interest  granted in this Section 23. Any
surplus  shall be paid to Lessee or as  otherwise  required  by law,  and Lessee
shall pay any deficiencies  forthwith.  Upon request by Lessor, Lessee agrees to
execute  and  deliver to Lessor a  financing  statement  in form  sufficient  to
perfect the  security  interest  of Lessor in the  aforementioned  property  and
proceeds thereof under the provisions of the Uniform Commercial Code in force in
the State of Florida.  The  statutory  lien for Rent is not hereby  waived,  the
security interest herein granted being in addition and supplementary thereto.

24.  LESSOR'S LIMITED LIABILITY

   Lessee  agrees  that  no  judgment  arising  from  any  default  of  Lessor's
agreements  under  the  terms  of this  Lease or by  reason  of any  willful  or
negligent  act of Lessor,  his  employees or agents,  shall  attach  against any
property  of Lessor  other than the  Building  and the lands upon which they are
located and in no event shall any such judgment constitute a lien upon any other
lands or properties owned by Lessor wheresoever located.  Neither shall any such
judgment  attach or  constitute a lien against any property of any  principal of
the Lessor, or any property of such principal's family, devises or heirs.

   Lessor  shall  not be  liable  or  responsible  for any loss or damage to any
property or death or injury to any person,  or any business or personal  loss or
damage to any  party,  occasioned  by theft,  fire or false fire  alarm,  smoke,
hurricane,  act of God, public enemy,  injunction,  riot, strike,  insurrection,
bombing or threat thereof,  war, court order,  requisition of other governmental
body or authority,  by any tenants of or persons within the building,  or of any
other  matter  beyond  control  of  Lessor,  or for  any  injury  of  damage  or
inconvenience  which may arise  through  repair or alteration of any part of the
Building, or failure to make repairs, or from any cause whatever except Lessor's
negligence.  Lessor  will not be  responsible  for money,  jewelry,  or personal
property of any kind lost or stolen in the Premises or Building,  nor for damage
to Lessee's  property  caused by roof leaks or bursting and leaking pipes in the
Premises or the Building, unless Lessee shall have notified Lessor in writing of
an existing defect in said pipes and the Lessor shall have had a reasonable time
in which to repair the same.  Lessor shall not be responsible for loss or damage
occurring on or about the Parking Area to automobiles, vehicles, or accessories,
or the contents therein caused by fire, theft,  collision,  water,  windstorm or
any other causes  whatsoever,  nor shall Lessor be responsible  for any personal
injury,  death,  disablement or property damage  sustained by any person arising
from the use or entry upon the  Parking  Area  unless  incurred  due to Lessor's
negligence.  All property of Lessee kept or stored in the  Premises  shall be so
kept or stored  therein  at the risk of Lessee  only and  Lessor  shall  have no
liability  therefor.  It is expressly  agreed that Lessor shall not be liable in
any manner for any interruption, diminution or cessation for any period of time,
of any electrical water,  sewage or other utility service to the Premises or the
Building, including damages,  consequential or otherwise, that Lessee may incur,
unless incurred due to Lessor's  negligence,  therefrom best efforts to promptly
restore.  Lessor  shall in no respect  be liable  for  damage to any  electrical
equipment, including computer or word and data  processing  equipment  and any
software, memory, or other components therefor, by reason of any interruption
diminution in electrical  current or  air-conditioning  to the Premises.  Lessor
shall not be liable for any latent  defect in the  Premises  or the  Building of
which they form a part, unless undiscovered due to Lessor's negligence.

25.  MAINTENANCE, REPAIR AND IMPROVEMENTS BY LESSEE

   Except to the extent that Lessee is specifically  responsible  therefor under
this Lease,  Lessor shall maintain the Premises and all improvements  therein in
good order and condition,  in accordance  with the  maintenance  obligations set
forth on Addendum  "F" attached  hereto and  incorporated  herein by  reference.
Lessee agrees to prevent waste and to take good care of the Premises  throughout
the term of this  Lease.  Lessee's  duty of repair  shall  extend to and include
windows, doors, glass surfaces,  carpeting,  and draperies within the Premisses.
Lessee,  at Lessee's  sole cost and expense,  shall make when needed all repairs
and  alterations to the Premises,  the Building and the land whenever  damage or
injury to the same shall have  resulted  from any  willful or  negligent  act or
omission  by  Lessee,  its  servants,  employees,  agents,  visitors,  invitees,
customers, or licensees. If Lessee neglects or refuses promptly to

                                       10

<PAGE>



make any repairs or maintenance  required by this paragraph,  Lessor may perform
the same on Lessee's  behalf,  and Lessee shall  reimburse  Lessor for all costs
and, as additional  Rent, all expense  incurred upon payable by Lessee to Lessor
upon  demand.  Upon  termination  of this  Lease  in any  manner,  Lessee  shall
peaceably and quietly  leave,  surrender,  and yield up unto Lessor the Premises
broom-clean and in as good order and repair as existed upon the  commencement of
the term of the  Lease,  ordinary  wear and tear and acts of God  excepted,  and
shall surrender all keys to the Premises and the Building to Lessor.

26.  MAINTENANCE, REPAIR AND IMPROVEMENTS BY LESSOR

   Lessor will, as items of Operating  Expense,  make necessary repair of damage
to the  Building  corridors,  lobby,  structural  members of the  Building,  and
equipment  used to provide the services,  unless any damage is caused by acts or
omissions of Lessee, its agents,  customers,  employees,  or invitees,  in which
event  Lessee  will bear the cost of such  repairs.  Lessee  will not injure the
Premises or the Building but will  maintain the Premises in a clean,  attractive
condition  and in good  repair,  except as to damage to be repaired by Lessor as
provided  above.  Upon  termination  of this Lease,  Lessee will  surrender  and
deliver up the  Premises to Lessor in the same  condition in which it existed at
the commencement of the Lease,  excepting only ordinary wear and tear. Except as
otherwise  provided in this  Section,  the Lessor  agrees to keep in good order,
condition and repair the foundations, exterior walls, air-conditioning equipment
and the roof of the Building, except for reasonable use and wear and acts of God
and any  damage  thereof  caused by any act of  negligence  of the  Lessee,  its
employees, agents, visitors, licensees or contractors. In the event of damage to
the air-conditioning equipment,  foundations,  exterior walls and/or roof of the
Premises caused by any act of negligence of the Lessee,  its employees,  agents,
visitors,  licensees or  contractors,  such damage shall be repaired at the sole
cost and expense of the Lessee.  The Lessor shall not be responsible to make any
other improvements or repairs of any kind upon the Premises.

27.  CONSTRUCTION LIEN

   Nothing  contained  in this Lease shall be construed as a consent on the part
of the  Lessor  to  subject  the  estate  the  Lessor  to  liability  under  the
Construciton  Lien Law of the State of Florida,  it being  expressly  understood
that the Lessor's  estate shall not be subject to such  liability.  Lessee shall
strictly  comply with The  Construction  Lien law of the State of Florida as set
forth in Florida Statutes,  Chapter 713. In the event that a construction  claim
of lien is filed against the Property in connection  with any work  performed by
or on behalf of the  Lessee,  the Lessee  shall  satisfy  such  claim,  or shall
transfer  same to  security,  within  ten (10)  days  from the date of filing or
notice  thereof,  whichever  is later.  In the event  that the  Lessee  fails to
satisfy or transfer  such claim within said ten (10) day period,  the Lessor may
do so and thereafter  charge the Lessee,  as additional rent, all costs incurred
by the Lessor in  connection  with the  satisfaction  or transfer of such claim,
including attorneys' fees. Further,  the Lessee agrees to indemnify,  defend and
save the Lessor  harmless  from and against  any damage or loss  incurred by the
Lessor as a result of any such claim or lien. If so requested by the Lessor, the
Lessee shall execute a short form or memorandum of this Lease, which may, in the
Lessor's  discretion  be  recorded  in the  Public  Records  for the  purpose of
protecting the Lessor's estate from construction  claims of lien, as provided in
Florida  Statutes,  Chapter 713.10.  No other memorandum of this Lease, nor this
Lease itself shall be recordable in the public  records of any county within the
State of Florida  without  Lessor's  written  consent and joinder,  which may be
arbitrarily  withheld by Lessor in its sole discretion.  In the event such short
form of Memorandum of Lease is executed, the Lessee shall simultaneously execute
and deliver to the Lessor an instrument terminating the Lessee's interest in the
real  property  upon which the  Premises are located,  which  instrument  may be
recorded  by the Lessor at the  expiration  of the term of this  Lease,  or such
earlier  termination hereof. The Security Deposit paid by the Lessee may be used
by the Lessor for the satisfaction or transfer of any claim of lien, as provided
in this Section. This Section shall survive the termination of this Lease.

28.  ACCESS TO PREMISES

   Lessor or Lessor's  agents shall have the right (but shall not be  obligated)
to enter the  Premises in any  emergency  at any time,  and at other  reasonable
times,  to  examine  the  same  and  to  make  such  repairs,  replacements  and
improvements  as Lessor  may deem  necessary  and  reasonably  desirable  to the
Premises or to any other portion of the  Building,  or which Lessor may elect to
perform  following  Lessee's  failure to make  repairs or perform any work which
Lessee is obligated to perform under this Lease, or for the purpose of complying
with laws, regulations, and other directions of governmental authorities. Lessee
shall permit  Lessor to use and  maintain and replace  pipes and conduits in and
through the Premises and to erect new pipes and  conduits  therein.  Lessor may,
during the progress of any work in the Premises,  take all  necessary  materials
and equipment into the Premises  without the same  constituting  an eviction nor
shall the Lessee be entitled to any abatement of rent while such work is in

                                       11

<PAGE>



progress  nor to any  damages by reason of loss or  interruption  of business or
otherwise.  Throughout  the term hereof Lessor shall have the right to enter the
Premises at reasonable  hours for the purpose of showing the same to prospective
purchasers or mortgagees of the Building,  and during the last six (6) months of
the term, for the purpose of showing the same to prospective  tenants. If Lessee
is not present to open and permit an entry into the Premises, Lessor or Lessor's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly  and provided  reasonable  care is exercised to safeguard
Lessee's  property and such entry shall not render  Lessor or its agents  liable
therefor,  nor in any  event  shall  the  obligations  of  Lessee  hereunder  be
affected.  If during the last month of the term Lessee shall have removed all or
substantially all Lessee's  property  therefrom,  Lessor may immediately  enter,
alter,  renovate or redecorate  the Premises  without  reduction or abatement of
rent, or incurring  liability to Lessee for any  compensation and such act shall
have no effect on this Lease or Lessee's  obligations  hereunder.  Lessor  shall
have the  right at any time,  without  the same  constituting  an  eviction  and
without incurring  liability to Lessee therefor to change the arrangement and/or
location  of  public  entrances,   passageways,   doors,  doorways,   corridors,
elevators,  stairs, toilets, or other public parts of the Building and to change
the name, number or designation by which the Building may be known.

29.  DEFAULT OF LESSEE

   A. Events of  Default.  The  occurrence  of any one or more of the events set
forth below in (1) to (9), inclusive (any of which is referred to hereinafter as
an "Event of  Default")  is a default  by Lessee  under this Lease for which the
Lessor shall have any and all rights and  remedies set forth in paragraph  29.B,
hereof.

   1) In the event  Lessee  should  fail to pay any one or more of said  monthly
installments of Premises Base Rent, as adjusted from time to time, Parking Space
Base  Rent,  as  adjusted  from time to time,  Lessee's  share of the  Operating
Expenses,  as  adjusted  from time to time,  sales tax due on the  amount of any
Rent,  any prorations due under this Lease or any other sums required to be paid
hereunder as additional  Rent, as and when the same becomes due, after three (3)
days prior written notice;

2) In the event  Lessee  shall cease to fully  conduct its business as specified
herein for a period of thirty (30) business days as determined by Lessor;

  3) In the  event a  petition  of  bankruptcy  under  any  present  or  future
bankruptcy  laws  (including but not limited to  reorganization  proceedings) be
filed by or against the Lessee and such petition is not dismissed  within thirty
(30)  days  from the  filing  thereof,  or in the event  Lessee  is  adjudged  a
bankrupt;

   4) In the event an assignment for the benefit or creditors is made by Lessee;

5) In the event of an  appointment  by any court of a  receiver  or other  court
officer of Lessee's  property  and such  receivership  is not  dismissed  within
thirty (30) days from such appointment;
   6) In the event Lessee removes,  attempts to remove, or permits to be removed
from the Premises,  except in the usual course of trade,  the goods,  furniture,
effects or other property of the Lessee brought thereon;

   7) In the event Lessee,  before the expiration of the term of this Lease, and
without the written consent of the Lessor,  vacates the Premises or abandons the
possession  thereof,  or uses the same for purposes  other than the purposes for
which the same are hereby leased, or ceases to use the Premises for the purposes
herein contained;

   8) In the event an execution or other legal process is levied upon the goods,
furniture,  effects or other property of Lessee brought on the Premises, or upon
the interest of Lessee in this Lease, and the same is not satisfied or dismissed
within ten (10) days from such levy;

   9) In the  event  Lessee  violates  any other  material  term,  condition  or
covenant herein on the part of Lessee to be performed, and fails to commence and
proceed with  diligence  and dispatch to remedy the same within thirty (30) days
after written notice thereof is given by Lessor to Lessee.

   B. Remedies of Lessor

   1) If any Event of Default  occurs,  the Lessor shall have the right,  at the
option of Lessor,  to terminate this Lease upon three (3) days written notice to
Lessee,  and to thereupon  re-enter and take  possession of the Premises with or
without summary or other legal process. If any

                                       12

<PAGE>



Event of Default occurs,  Lessor shall have the right, at its option,  from time
to time, without terminating the Lease, to re-enter and re-let the Premises,  or
any part  thereof,  with or  without  legal  process,  as the  agent and for the
account of Lessee upon such terms and conditions as Lessor may deem advisable or
satisfactory,  in which event the rents  received  on such re- letting  shall be
applied first to the expenses of such re-letting and collection  including,  but
not limited to, necessary renovation and alterations to the Premises, reasonable
attorneys' fees, any real estate commissions paid, and thereafter toward payment
of all sums due or to become due to the Lessor  hereunder,  and if a  sufficient
sum shall not be thus  realized  or secured to pay such sums and other  charges,
(i) at  Lessor's  option,  Lessee  shall  pay  Lessor  any  deficiency  monthly,
notwithstanding  Lessor  may  have  received  rental  in  excess  of the  rental
stipulated in this Lease in previous or subsequent  months, and Lessor may bring
an action therefor as such monthly  deficiency  shall arise, or (ii) at Lessor's
option,  the  entire  deficiency,  which is  subject  to  ascertainment  for the
remaining term of this Lease,  shall be  immediately  due and payable to Lessor.
Nothing  herein,  however,  shall be construed to require  Lessor to re-enter or
re-let the Premises or any portion  thereof in any event.  The Lessor shall not,
in any event,  be  required  to pay Lessee any  surplus of any sums  received by
Lessor on a re-letting  of said  Premises in excess of the rent provided in this
Lease.

   2) If any Event of Default  occurs,  the Lessor shall have the right,  at its
option,  to declare all rent (or any portion  thereof) for the entire  remaining
terms, and other indebtedness owing by Lessee to Lessor, if any, immediately due
and payable without regard to whether possession of the Premises shall have been
surrendered to or taken by Lessor, and may commence action immediately thereupon
and obtain a judgment therefor.

   3) If any Event of Default  occurs,  the Lessor,  in addition to other rights
and remedies it may have,  shall have the right to remove all or any part of the
Lessee's  property  from the Premises and any property  removed may be stored in
any public  warehouse or elsewhere at the cost of, and for the account of Lessee
and the Lessor  shall not be  responsible  for the care or  safekeeping  thereof
whether in transport, storage or otherwise, and the Lessee hereby waives any and
all claims  against Lessor for loss,  destruction  and/or damage or injury which
may be occasioned by any of the aforesaid acts.

   4) No such  re-entry or taking  possession of the Premises by Lessor shall be
construed  as an election  on Lessor's  part to  terminate  this Lease  unless a
written  notice of such intention is given to Lessee.  Notwithstanding  any such
re-letting  without  termination,  Lessor may at all times  thereafter  elect to
terminate  this Lease for such  previous  default.  Any such  re-entry  shall be
allowed by Lessee without hindrance,  and Lessor shall not be liable for damages
for any such re-entry, or guilty of trespass or forcible entry.

   5) In the  event of a breach  or  threatened  breach  by Lessee of any of the
covenants or provisions  hereof,  Lessor 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. Mention in
this Lease of any  particular  remedy shall not  preclude  Lessor from any other
remedy,  in law or in equity.  Lessee hereby expressly waives any and all rights
of  redemption  granted by or under any  present or future  laws in the event of
Lessee being evicted or  dispossessed  for any cause,  or in the event of Lessor
obtaining  possession of Premises by reason of the violation by Lessee of any of
the covenants and conditions of this Lease, or otherwise.

   6) If any Event of Default  occurs,  the Lessor shall have the right to apply
and/or retain all or any portion of the Deposit paid by Lessee hereunder against
any or all reasonable  loss,  cost,  expenses or damage sustained or incurred by
Lessor as a result thereof, as specified in Section 9 this Lease.

   7)  Notwithstanding  any other  provision  hereof,  Lessee  shall  indemnify,
reimburse  and hold  harmless  the  Lessor  from any and all  reasonable  costs,
expenses,  charges and fees, including without limitation  reasonable attorneys'
fees, incurred or expended by Lessor as a result of the default by Lessee of any
term, condition, or covenant of this Lease or any rule or regulation promulgated
pursuant hereto; or as a result of Lessor's defense of any right or lien held by
Lessor under this Lease or provided by law,  whether or not suit shall  actually
be brought.  All costs,  expenses,  charges and fees shall be deemed  Additional
Rent and shall be payable by Lessee  upon demand of Lessor.  All sums,  Rent and
Additional Rent payable under this Lease,  including without limitation the sums
due under this  section,  shall bear  interest from the date payment is due, and
whether before or after  judgment,  at a rate of interest equal to 12% per annum
notwithstanding  any lower  rate of  interest  specified  in  Florida  Statutes,
Chapter 55.03 or any other Chapter of the Florida Statutes.


                                       13

<PAGE>



30.  BANKRUPTCY

   A. If, at any time prior to the date fixed as the commencement of the term of
this Lease, a petition in bankruptcy or insolvency or for  reorganization or for
the appointment of a receiver or trustee for all or part of Lessee's property is
filed in any court by Lessee,  or is filed against Lessee,  and if filed against
Lessee, the same is not vacated within thirty (30) days thereafter, or if Lessee
makes an assignment  for the benefit of creditors,  then, and in any such event,
this Lease shall be deemed to be in default by Lessee and shall, at the election
of the Lessor,  be terminated  and  cancelled  and neither  Lessee nor any other
person claiming through Lessee shall be entitled to possession of the Premises.

   B. If the Lessee shall  become  insolvent or if  bankruptcy  proceedings  are
brought against the Lessee before the end of the term of this Lease,  the Lessor
is hereby irrevocably  authorized at its option to cancel this Lease. The Lessor
may elect to accept rent from a  receiver,  trustee or other  judicial  officer,
during the term of their occupancy in their fiduciary capacity without affecting
Lessor's  rights as  contained  in this  Lease.  No  receiver,  trustee or other
judicial officer shall ever have any right, title or interest in the Premises.

31.  QUIET ENJOYMENT

   Lessee hereby covenants and agrees to pay all Rent reserved  hereunder at the
times and in the manner herein  provided,  and to fully and  faithfully  comply,
perform,  and abide by each and every term,  stipulation,  and agreement  herein
contained,  and upon the said faithful  compliance,  Lessee shall have peaceable
and  undisturbed  possession of the Premises  during the term aforesaid  without
hindrance from any person lawfully claiming under the Lessor.

32.  NAME OF BUILDING

   Lessor  shall  have the right,  after  thirty  (30) days  notice to Lessee to
change the name, number or designation of the Building,  during the term without
liability to Lessee.

33.  RELOCATION

   Lessor may relocate Lessee and substitute for the Premises other space (which
would  then  become  "the  Premises"  for the  purposes  of this  Lease)  in the
Building.  Lessor shall pay the  reasonable  moving costs  including  phones and
stationery of such relocation, but shall not be responsible for any other costs,
damages  or  injuries  of any nature  whatsoever.  Lessee's  new space  shall be
substantially  comparable to the Premises  hereby leased,  and the Rent therefor
shall be adjusted based upon the square  footage  contained in the new premises;
provided,  however,  that in no event shall the Rent for the new premises exceed
One Hundred Ten Percent (110%) of the Rent for the original  Premises  described
herein.

34.  SUBORDINATION, ATTORNMENT, ESTOPPEL CERTIFICATES

   In  consideration  of the execution of this Lease by Lessor,  Lessee  accepts
this Lease subject to any master  leases,  security  interest or first  mortgage
which might now or hereafter constitute a lien upon the Building or improveme
therein or on the Premises and to zoning  ordinances and other building and fire
ordinances  and  governmental  regulations  relating to the use of the Property.
Although no  instrument  or act on the part of the Lessee  shall be necessary to
effectuate such subordination,  Lessee shall, nevertheless,  for the purposes of
confirmation,  at any time hereafter,  on demand,  in the form(s)  prescribed by
Lessor, execute any instruments,  certificates, releases or other documents that
may be  requested  or required by any holder of any  superior  interest  for the
purposes  of  subjecting  and  subordinating  this Lease to the lien of any such
master lease, security interest,  mortgage, or superior interest.  Lessee hereby
appoints  Lessor  attorney in fact,  irrevocably to execute and deliver any such
instrument or document for Lessee should Lessee fail or  unreasonably  refuse to
do so. Lessor will provide Lessee with a Non-Disturbance Agreement.

   In the event any  proceedings  are brought for the  foreclosure of, or in the
event of exercise of the power of sale under,  any  mortgage  made by the Lessor
covering the Premises or in the event a deed is given in lieu of  foreclosure of
any such mortgage,  Lessee shall attorn to the purchaser,  or grantee in lieu of
foreclosure,  upon any such foreclosure or sale and recognize such purchaser, or
grantee in lieu of foreclosure,  as the Lessor under this Lease, provided Lender
assumes all obligations of Lessor hereunder.

   Lessee  agrees to  furnish  from time to time when  requested  by  Lessor,  a
certificate  signed by Lessee to the effect that this Lease is then presently in
full force and effect and  unmodified  (or has been modified and is as set forth
in the  certificate);  that the term of this  Lease has  commenced  and the full
rental is then accruing hereunder; the amount of Base Rent, adjusted

                                       14

<PAGE>



as called for  herein,  currently  being  paid by the  Lessee;  that  Lessee has
accepted  possession of the Premises and that any  improvements  required by the
terms of this Lease to be made by Lessor have been completed to the satisfaction
of Lessee;  that no rent under  this Lease has been paid more than  thirty  (30)
days in  advance of its due date;  that the  address  for  notices to be sent to
Lessee is as set forth in this Lease (or has been  changed by notice  duly given
and is set  forth  in the  certificate);  that  Lessee,  as of the  date of such
certificate,  has no  charge,  lien,  or claim of  offset  under  this  Lease or
otherwise  against  rents or other charges due or to become due  hereunder;  and
that to the knowledge of Lessee, Lessor is not then in default under this Lease.
The certificate shall also contain such other and further  information as may be
requested by Lessor.

35.  ATTORNEYS' FEES, EXPENSES AND INTEREST

   If Lessee shall default in the observance or performance of any material term
or covenant on Lessee's  part to be observed or performed  under or by virtue of
any of the terms or  provisions  in any  Section of this  Lease,  then,  unless,
otherwise provided elsewhere in this Lease, Lessor upon ten (10) days notice and
a reasonable  opportunity  to cure or at any time  thereafter and without notice
perform the  obligations  of Lessee  thereunder,  and if Lessor,  in  connection
therewith  or in  connection  with any default by Lessee in the  covenant to pay
rent hereunder, makes any expenditures or incurs any obligations for the payment
of  money,  including  but not  limited  to  attorneys'  fees,  in  instituting,
prosecuting or defending any action or proceeding,  such reasonable sums so paid
or  obligations  with interest and costs shall be deemed to be  additional  rent
hereunder  and  shall  be paid by  Lessee  to  Lessor  within  five  (5) days of
rendition  of  any  bill  or  statement  to  Lessee  therefor,  and  Lessor  may
immediately  apply and retain  Lessee's  Deposit or any portion  thereof against
same.  If Lessee's  Lease term shall have  expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable by
Lessor as damages.

36.  NOTICES

   A. Any notice by Lessee or Lessor must be served by prepaid  certified  mail,
return receipt  requested,  addressed to Lessor at the address first hereinabove
given or at such other address as lessor may designate by written notice.

   B. After commencement of the term hereof any notice by Lessor to Lessee shall
be served by prepaid  certified  mail,  return receipt  requested,  addressed to
Lessee at the  Premises or at such other  address as Lessee  shall  designate by
written  notice,  or by  delivery  by Lessor to the  Premises  or to such  other
address.  Prior to the  commencement of the term hereof such notice may be given
by Lessor by such mail or by delivery at the following address:

       Mr. Robert Book, Director of Human Resources and Administration
       Top Source Technologies, Inc.
       2000 PGA Boulevard, Suite 3200
       Palm Beach Gardens, FL 33408-2713

   C. All notices given  hereunder  shall be in writing,  and shall be effective
and deemed to have been given only upon  receipt by the party to which notice is
being given,  said receipt  being deemed to have  occurred upon hand delivery or
prepaid  certified  mail,  return  receipt  requested,  or upon such date as the
postal  authorities  shall show the notice to have been delivered,  refused,  or
undeliverable,  as evidenced by the return  receipt.  Notwithstanding  any other
provision hereof,  Lessor and Lessee shall also have the right to give notice to
Lessee in any other manner provided by law.

37.  SUCCESSORS AND ASSIGNS

   The covenants,  conditions and agreements  contained in this Lease shall bind
and inure to the  benefit  of Lessor  and  Lessee  and their  respective  heirs,
distributees,  executors,  administrators,  successors,  and except as otherwise
provided in this Lease, their assigns.

38.  TIME OF ESSENCE

   Time  shall be of the  essence  with  regard to the  payment  of all Rent and
Additional Rent, and the performance of each and every of the terms,  conditions
and  covenants  set forth  herein  on the part of the  Lessor  and  Lessee to be
performed.

39.  TENANCY AT SUFFERANCE

   If, without  Lessor's  written  consent,  Lessee remains in possession of the
Premises  after the  expiration or other  termination of the term of this Lease,
Lessee shall be deemed to be

                                       15

<PAGE>



occupying the Premises upon a tenancy at  sufferance  only, at a monthly  rental
equal to two (2) times the last Base Rent, plus any applicable  additional Rent,
which tenancy shall be terminable by Lessor and by Lessee in accordance with the
laws of the State of Florida.

40.  BROKERAGE COMMISSIONS

   Except  for  commissions  payable  by Lessor to C Plus  Properties  and Deitz
Realty  Company,   Lessee  warrants  that  there  are  no  claims  for  broker's
commissions or finder's fees in connection with its execution of this Lease, and
agrees to indemnify, defend and save Lessor harmless from any liability that may
arise from such claim, including reasonable attorneys' fees.

41.  TITLES

   The titles to the  sections  of this Lease  have been  inserted  only for the
convenience of the Lessor and Lessee in referring to the provisions  hereof, and
are not a part of the terms,  conditions  and  covenants.  Each  section will be
construed according to its text without reference to the title.

42.  SEPARABILITY

   If any clause or provision of this Lease is illegal, invalid or unenforceable
under present or future laws effective  during the term of this Lease,  then and
in that event,  it is the intention of the parties  hereto that the remainder of
this Lease shall not be affected thereby.

43.  COUNTERPARTS

   This Lease may be executed in any number of counterparts, each of which shall
be an original, but all of which shall together constitute one Lease.

44.  APPLICABLE LAW

   This Lease shall be given effect and construed by  application  of the law of
Florida,  and any action or proceeding arising hereunder shall be brought in the
courts  of Palm  Beach  County,  Florida;  provided  that if any such  action or
proceeding arises under the constitution,  laws or treaties of the United States
of  America,  or if there is a  diversity  of  citizenship  between  the parties
hereto, so that it may be brought in the United States District Court, it may be
brought  in the  United  States  District  Court for the  Southern  District  of
Florida.

45.  WAIVER OF TRIAL BY JURY

   It is mutually  agreed by and between  Lessor and Lessee that the  respective
parties  hereto  shall  and they  hereby do waive  trial by jury in any  action,
proceeding,  or counterclaim brought by either of the parties hereto against the
other except for personal  injury or property  damage,  on any matters  whatever
arising out of or in any way  connected  with this Lease,  the  relationship  of
Lessor and  Lessee,  Lessee's  use of or  occupancy  of said  Premises,  and any
emergency statutory or any other statutory remedy. It is further mutually agreed
that in the event Lessor commences any primary  proceeding for possession of the
Premises,   Lessee  will  not  file  any  counterclaim  of  whatever  nature  or
description in any such proceeding.

46.  INTEGRATION, MODIFICATION, AND WAIVER

   This  instrument  contains all the agreements and conditions made between the
parties hereto and may not be modified,  changed, or terminated,  in whole or in
part,  orally,  or in any other  manner  other than by an  agreement in writing,
signed by all parties  hereto or their  respective  successors in interest.  The
receipt of Rent by Lessor with  knowledge of any breach of this Lease by Lessee,
or of any default on the part of the Lessee in the  observance or performance of
any of the  conditions  or covenants of this Lease,  shall not be deemed to be a
waiver of any  provision of this Lease.  No waiver of any default on the part of
Lessee nor any extension of time by Lessor to Lessee for any purpose  whatsoever
shall be held or deemed to be a waiver of any of the terms of this  Lease or any
default  thereafter  occurring,  and no  termination of this Lease in any manner
shall affect the rights of the parties against each other as of the time of such
termination.  If  Lessee  makes any  payment  of any  amount  less than that due
hereunder,  Lessor,  without notice may accept the same as a payment on account;
the Lessor  shall not be bounded by any  notation  or any check  involving  such
payment nor any statement in any letter accompanying such payment. No failure on
the part of Lessor to enforce any covenant or provision  herein  contained,  nor
any  waiver of any right  hereunder  by the  Lessor,  unless in  writing,  shall
discharge or invalidate such covenant or provision or affect the right of Lessor
to enforce the same in the event of subsequent breach

                                       16





or default. The receipt by Lessor of any Rent or other sum of money or any other
consideration  hereunder paid by Lessee after the  termination of the Lease,  in
any  manner,  of the term  herein  demised  or after the giving by Lessor of any
notice hereunder to effectuate such termination,  shall not reinstate, continue,
or extend the term  herein  demised,  or  destroy,  or in any manner  impair the
efficacy of any such notice of termination  as may have been given  hereunder by
Lessor  to  Lessee  prior  to the  receipt  of any  such  sum of  money or other
consideration,  unless so agreed to in writing and signed by the Lessor. Neither
the acceptance of keys nor any other act or thing done by Lessor,  its agents or
employees, during the term herein demised shall be deemed to be an acceptance of
a surrender of the Premises,  excepting  only an agreement in writing  signed by
the Lessor  accepting or agreeing to accept such a  surrender.  Any right herein
granted to the Lessor to  terminate  this Lease shall apply to any  extension or
renewal of the term herein  demised,  and the  exercise of any such right during
the term herein  demised  shall  terminate  any extension or renewal of the term
herein  demised,  and any  right on the part of the  Lessee  thereto.  No act or
conduct  of any  nature  or  character  on the part of  Lessor,  its  agents  or
employees,  other than an  agreement in writing  signed by the Lessor,  shall be
construed as a waiver of the  provision of this  paragraph  irrespective  of any
circumstances  existing  at the time of such act or conduct.  Regardless  of any
other  understanding  this Lease is not to be considered  effective  until fully
executed by both Lessor and Lessee.

47.  RADON GAS

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

48.  AGENCY DISCLOSURE

   DEITZ REALTY COMPANY is, by this  document,  giving notice to the Lessee that
it is the agent,  employee,  independent  contractor  or  representative  of the
Lessor in  connection  with this Lease.  Lessee  hereby  acknowledges  that this
written  notice was received by Lessee  before the  execution  of a  contractual
lease  agreement,  in compliance  with Florida  Statute 475.25 (1)(q),  and Rule
21V-10.033, Florida Administrative Code.

49.  ADJUSTMENT TO RENTABLE SQUARE FOOTAGE

   Either  party  has the  right,  at any  time  within  one (1)  year  from the
Estimated  Completion  Date, to verify the amount of rentable square feet within
the Premises. If such verification  indicates that the actual amount of rentable
square feet is different from the rentable  square feet stated in Paragraph A of
the cover sheet of the Lease,  the parties agree that the Base Rent and Lessee's
share of Operating Expenses shall be adjusted  accordingly and the parties agree
to sign an amendment to Lease to document such adjustment.

                                       17

<PAGE>



                                  ADDENDUM "B"
                             PARKING SPACE SCHEDULE


         reserved parking spaces at    $  per month for each space.-------   
2  undercover employee
   parking spaces at              $NO CHARGE per month for each space.

      rooftop parking spaces at   $    per month for each space. -------

                                               TOTAL


    FREE SURFACE PARKING


<PAGE>

                                  ADDENDUM "C"
                                  LESSOR'S WORK

Per the plans provided. See Addendum "C-1" attached.

In addition, the Lessor will install glass entry doors, marble countertop, track
lighting  and  replacement  carpeting  to be paid for by the  Lessee in  monthly
payments over the term of the Lease. It is further understood that an additional
work  authorization  will be signed by the Lessee upon  agreement  by Lessor and
Lessee  regarding  the cost of the  additional  work and Lessee will approve all
colors and materials.

It is further  understood  that the Lessee will have permission to move into the
building on  Saturday.  Lessee is required to give Lessor 24 hours notice of the
date of the move.

It is also  agreed that the Lessee  will not be  responsible  for the payment of
rent until the Lessor's Work is  substantially  completed  (excepting  the entry
doors and marble countertop), which will be installed at a later date).


<PAGE>



                                  ADDENDUM "E"
                         BUILDING RULES AND REGULATIONS


BUILDING RULES AND REGULATIONS.  Lessee and his employees, agents, licensees and
invitees  shall  faithfully  observe  and comply  with the  following  Rules and
Regulations and all reasonable  modifications of any additions thereto from time
to time put into effect by Lessor. Lessor shall not be responsible to Lessee for
the  nonperformance  of any said Rules and  Regulations  by any other  tenant or
occupant of the Building.

   Alterations.  No Lessee shall mark,  paint,  drill into, or in any way deface
any part of the Premises or the  building of which they form a part.  No boring,
cutting or stringing of wires shall be permitted,  except with the prior written
consent of Lessor,  and as Lessor may direct.  No Lessee shall lay linoleum,  or
other similar floor covering, so that the same shall come in direct contact with
the floor of the Premises,  and if linoleum or other  similar floor  covering is
desired to be used, an  interlining  of builder's  deadening felt shall be first
affixed to the floor, by a paste or other material, soluble in water, the use of
cement or other similar adhesive material being expressly prohibited.

   Advertising.  Lessor shall have the right to prohibit any  advertising by any
Lessee  which,  in  Lessor's  opinion,  tends to impair  the  reputation  of the
building or its  desirability  as a building for offices and upon written notice
from Lessor. Lessee shall refrain from or discontinue such advertising.  Without
limiting the  foregoing,  no  advertising  or notices  shall be permitted in the
windows or common areas of the building.

   Bicycles,  Animals.  Lessee  shall not bring any  animals  or birds  into the
Building  and shall  not  permit  bicycles  or other  vehicles  inside or on the
sidewalks  outside the Building except in areas  designated from time to time by
Lessor for such purposes.

   Dangerous  or  Immoral  Activities.  Lessee  shall  not  make  any use of the
Premises which  involves the danger of injury to any person,  nor shall the same
be used for an immoral use.

   Deliveries.  Lessee shall ensure that deliveries of materials and supplies to
the Premises are made through such  entrances,  elevators  and  corridors and at
such time as may from time to time be designated by Lessor,  and shall  promptly
pay or cause  to be paid to  Lessor  the cost of  repairing  any  damage  to the
Building caused by any person making such deliveries.

   Foods and  Beverages.  Only persons  approved from time to time by Lessor may
prepare, solicit orders for, sell, serve or distribute foods or beverages in the
Building, or use the elevators, corridors or common areas for any such purposes.
Except with Lessor's prior written consent and in accordance  with  arrangements
approved by Lessor, Lessee shall not permit on the Premises the use of equipment
for dispensing food or beverages or for the preparation,  solicitation of orders
for, sale, serving or distribution of food or beverages.

   Furniture  and  Equipment.  Lessee shall ensure that  furniture and equipment
being  moved  into or out of the  Premises  is  moved  through  such  entrances,
elevators and corridors and at such times as may from time to time be designated
by Lessor,  and by movers or a moving  company  approved  by  Lessor,  and shall
promptly pay or cause to be paid to Lessor the cost of  repairing  any damage in
the Building caused thereby.

   Heavy Articles.  Lessee shall not place in or move about the Premises without
Lessor's prior written consent any safe or other heavy article which in Lessor's
reasonable  opinion  may damage the  Building,  and  Lessor  may  designate  the
location of any heavy articles in the Premises.

   Loading, Unloading and Moving.

   1. The delivery and shipping of merchandise,  supplies,  fixtures,  and other
materials or goods of whatsoever nature to or from the Premises and all loading,
unloading and handling  thereof shall be done only at such times, in such areas,
by such means and through such elevators,  entrances, halls and corridors as are
designated by Lessor.

   2. Lessor accepts no liability and is hereby  relieved and released by Lessee
in respect of this  operation of delivery  facilities  for the Building,  or the
adequacy  thereof,  or of the acts or omissions of any person or persons engaged
in the operation thereof, or in the acceptance,  holding,  handling or dispatch,
or any error, negligence or delay therein.
3. Lessor may from time to time make and amend  regulations  for the orderly and
efficient

<PAGE>



operation  of the  delivery  facilities  for the  Building,  and may require the
payment of reasonable and equitable  charges for delivery services and demurrage
provided by Lessor.

   4. No furniture may be moved in or out of the Building  without prior consent
of Lessor. Arrangements for moving must be made with Lessor's office and must be
supervised  by  Lessor's  representative.  Lessee  agrees to pay for any and all
damages to any part of the  Building  or  Premises  because of such  moving,  by
either Lessee, his agents or movers. No moving shall be permitted except between
the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday. Charges will be made
for any material and office  building  personnel who are needed to assist in the
Lessee's move.

   Obstructions.  Lessee  shall  not  obstruct  or place  anything  in or on the
sidewalks or driveways outside the Building or in the lobbies,  corridors, stair
wells or other  common  areas of the  Building,  or use such  locations  for any
purpose  except  access to and exit from the  Premises  without  Lessor's  prior
written consent.  Lessor may remove at Lessee's expense any such obstructions or
thing   (unauthorized  by  Lessor)  without  notice  or  obligation  to  Lessee.
Additionally,  Lessee  shall not  permit  its  employees,  agent,s  invitees  or
customers to loiter,  sleep,  assembly or congregate  within any common areas or
grounds of the Building, nor shall Lessee conduct any lottery whether within the
Premises, common areas, or otherwise.

   Odors.  Lessee  shall not bring or permit to be  brought or kept in or on the
Premises, any inflammable, combustible or explosive fluid, material, chemical or
substance,  or cause or permit any odors of cooking  or other  processes  or any
unusual  or  other  objectionable  odors  to  permeate  in or  emanate  from the
Premises.

   Parking. Lessee shall insure that its employees,  customers, clients, guests,
invitees  and  licensees  comply with the  following  parking  regulations,  and
acknowledges that such regulations shall be strictly enforced by Lessor.

   A. The short term parking area at the front entrance of the north side of the
Building  shall be used only by  guests,  customers  and  clients,  and shall be
limited to a maximum  parking period of fifteen (15) minutes.  In no event shall
any service vehicles be permitted to park in this area at any time.

   B. All service vehicles  (including those engaged in deliveries,  loading and
unloading) must enter the Real Property through the service road from Palm Beach
Lakes  Boulevard and must park only in the service parking area on the east side
of the  Building.  Parking  in the  service  parking  area shall be limited to a
maximum of one (1) hour, provided,  however, that a tenant may make arrangements
with the Lessor for longer  parking  periods when moving in or moving out of the
Building  only. In no event shall service  vehicles be permitted to use the main
entrance road to the Real Property.

C. Lessee's  employees  shall not utilize any number of parking spaces in excess
of those granted by the Lessor.

D. Lessor  reserves the right to control the method,  manner and time of parking
in all parking spaces.

   E. In the event of any  violation  of the parking  regulations,  Lessor shall
have the right to post a notice of violation on the offending vehicle and to tow
the offending vehicle (regardless of whether the vehicle is owned by a Lessee or
any other party, including any employee,  customer,  client, invitee or licensee
of a Lessee),  and to charge the  expense  thereof to the  applicable  Lessee as
additional Rent, or terminate the Lessee's license to park on the Real Property.
In the event of continued  violations of these regulations,  and after notice to
the Lessee,  the Lessor may assess a charge of twenty dollars  ($20.00)  against
the Lessee for each violation, which shall be payable as additional Rent.

   Proper  Conduct.  Lessee  shall not  conduct  itself in any  manner  which is
inconsistent  with the character of the Building as a first quality  building or
which will impair the comfort and  convenience of other tenants in the Building.
Lessee  shall  be  responsible  for the  conduct  of its  employees,  customers,
clients, licensees, invitees and servants.

   Personal Use of Premises.  The Premises  shall not be used or permitted to be
used for  residential,  lodging  or  sleeping  purposes,  or for the  storage of
personal effects or property not required for business purposes.

   Refuse.  Lessee  shall  place all refuse in proper  receptacles  provided  by
Lessee at its expense in the Premises,  or in  receptacles  (if any) provided by
Lessor for the Building,  and shall keep  sidewalks  and  driveways  outside the
building, and lobbies, corridors, stairwells, ducts and


<PAGE>



shafts of the Building free of all refuse.

   Repair,  Maintenance,  Alterations and  Improvements.  Lessee shall carry out
Lessee's repair, maintenance,  alterations and improvements in the Premises only
during  times  agreed to in  advance  by Lessor  and in a manner  which will not
interfere with the rights of other tenants in the Building.

   Signs. No sign, advertisement,  notice or other lettering shall be exhibited,
inscribed,  painted or  affixed by any Lessee on any part of the  outside of the
Premises or the building or on the inside of the Premises if the same is visible
from the outside of the Premises  without the prior  written  consent of Lessor,
except  that the name of the  Lessee  may  appear  on the  entrance  door of the
Premises.  In the event of the violation of the foregoing by any Lessee,  Lessor
may remove same without any  liability,  and may charge the expense  incurred by
such removal to Lessee or Lessees  violating this rule.  Interior signs on doors
and directory  tablet shall be inscribed,  painted or affixed for each Lessee by
Lessor at the expense of such  Lessee,  and shall be of a size,  color and style
acceptable to Lessor.

Solicitations.  Lessor reserves the right to prohibit canvassing,  soliciting or
peddling in the Building but shall not be in any manner liable for any such acts
within or about the Building.
   Water  Fixtures.  Lessee  shall not use water  fixtures  for any purposes for
which they are not  intended,  nor shall water be wasted by tampering  with such
fixtures.  Any cost or damage resulting from such misuse by Lessee shall be paid
for by Lessee.

   Windows.  The Lessee acknowledges the importance of the exterior glass to the
architectural  integrity of the Building,  and agrees to observe  Lessor's rules
with respect to maintaining  window  coverings at all windows in the Premises so
that the  Building  presents a uniform  exterior  appearance.  Lessee  shall not
install any window shades,  screens,  drapes, covers or other materials on or at
any window in the Premises without Lessor's prior consent. Lessor shall have the
right to approve  the  color,  design and all  materials  of window  treatments.
Further,  no window treatments which may be installed by Lessor shall be removed
or altered by Lessee.

   Public Access.  Lessor reserves the right at all times to exclude the general
public from the  Building  upon such days and at such hours as in Lessor's  sole
judgement will be in the best interest of the Building and its tenants.

Wires. No wires of any kind or type (including but not limited to T.V. and radio
antennas) shall be attached to the outside of the Building and no wires shall be
run or installed  in any part of the Building  without  Lessor's  prior  written
consent.

<PAGE>



                                  ADDENDUM "F"
                             MAINTENANCE OBLIGATIONS

1.  Gather all waste paper and place for disposal.

2.  Empty and wash all ash trays.

3.  Sweep and/or dust all floor surfaces.

4.  Vacuum clean all carpeted areas.

5.  Dust all office furniture.

6.  Dust counters, file cabinets and sanitize telephones.

7.  Dust all ledges and flat surfaces within reach.

8.  Properly arrange furniture in offices.

9.  Spot clean desk tops.

10.  Empty and clean out urns on each lobby area of elevators.

11.  Remove fingerprints from doors and partition glass.

12.  Clean and sanitize restroom fixtures and fittings.

13.  Clean and refill all restroom dispensers from stock.

14.  Spot wash restroom walls, partitions and doors.

15.  Wash and sanitize exterior containers.

16.  Clean and disinfect restroom floors.

17.  Clean and sanitize toilets, toilet seats and urinals.

18.  Clean, sanitize and polish all drinking fountains.

19.  Clean and polish all metal hardware.

20.  Vacuum elevator lobbies above first floor.

21.  Spot clean spills from carpet, if possible.

22.  Wash marble lobby floor.

23.  Supply trash can liners.

24.  Clean interior windows twice a year.

25.  Spot clean vinyl flooring daily.
      Annually strip and refinish vinyl flooring.

The  Lessor  will use its best  effort to make sure  that all  employees  of the
cleaning service are bonded.


<PAGE>



                                  ADDENDUM "G"
                ABATEMENT OF PREMISES BASE RENT FOR THREE MONTHS

Providing Lessee is not in breach or default of any of the material terms of the
Lease,  Lessee shall not be required to pay Premises Base Rent to Lessor for the
first  three (3)  months of the term of the Lease.  Lessee  shall,  however,  be
required to pay Lessee's  share of Operating  Expenses,  plus sales tax thereon,
for said three (3)  months,  and  throughout  the  remainder  of the term of the
Lease.

                                  ADDENDUM "H"
                         INCREASES IN PREMISES BASE RENT


Notwithstanding  anything  contained in paragraph 2.A. or elsewhere in the Lease
to the contrary,  the annual  Premises Base Rent payable by Lessee to Lessor for
any  Lease  Year is fixed at one  hundred  five  percent  (105%)  of the  annual
Premises  Base Rent  payable  by Lessee to Lessor in the  immediately  preceding
Lease Year.  Base Rent shall not increase or be adjusted until the 1996 calendar
year.

                                  ADDENDUM "I"
                         INCREASES IN OPERATING EXPENSES

Notwithstanding  anything contained in paragraph 3. or elsewhere in the Lease to
the contrary,  the annual Operating Expenses payable by Lessee to Lessor for any
Lease Year is capped at one hundred five percent (105%) of the annual  Operating
Expenses  payable by Lessee to Lessor in the  immediately  preceding Lease Year.
The Operating  Expenses payable by Lessee to Lessor for  electricity,  insurance
and taxes shall be based upon Lessee's share of the actual Operating Expenses of
the Building, plus applicable sales tax thereon.

                                  ADDENDUM "J"
                                     SIGNAGE

Lessee  shall not be  entitled to any  building  signage for the first three (3)
months of the Lease Term.  Provided Lessee is not in breach or default of any of
the material terms and conditions of the Lease, and the Lessor has not agreed to
give said signage to Bascom  Palmer/University of Miami, at the beginning of the
fourth (4th) month of the Lease,  Lessee may submit  proposed  signage to Lessor
for approval,  which shall not be unreasonably withheld. Upon Lessor's approval,
Lessee may install  signage,  as  approved,  at its own cost and  expense.  Said
signage is the portion that is presently installed on top of the entry sign.

                                  ADDENDUM "K"
                   RIGHT OF FIRST REFUSAL FOR ADDITIONAL SPACE

When the Leases on the Suites listed below come due or another  person or entity
wishes to lease said space and  providing  Lessee is not in breach or default of
any of the material  terms and  conditions  of the Lease,  Lessee shall have the
right of first refusal to lease all, but not less than all, those certain suites
as scheduled  below,  (the "Additional  Space")  containing the following square
footage, as depicted by crosshatched marks on Addendum "A-1", attached hereto:

             Suite 225 with approximately  1,314 rentable square feet; Suite 235
             with  approximately  1,669  rentable  square  feet;  Suite 240 with
             approximately 2,541 rentable square feet;

and made a part hereof, under the following terms and conditions:

a. If Lessor intends to lease the Additional  Space to another person or entity,
   Lessor shall so notify  Lessee in writing  ("Lessor's  Notice") of same,  and
   Lessee shall have ten (10) days from the date of Lessor's  Notice to exercise
   its right of first refusal to lease the Additional Space.

b. If Lessee  exercises its right of first refusal and properly  notifies Lessor
   of same,  then an Amendment  to the Lease shall be executed by Lessee  within
   five (5) days from the date such document is presented to Lessee.



<PAGE>


c. The Premises Base Rent and Operating  Expenses for the Additional Space shall
   be at the same rates as then paid by Lessee for the  Premises  and all of the
   terms of the Lease shall be the same.

d. If  Lessee  properly  exercises  its  right of  first  refusal  to lease  the
   Additional Space, then Lessor shall, at Lessor's cost and expense, remove the
   existing wall between the Premises and the Additional Space.

                                  ADDENDUM "L"
                               OPTION TO TERMINATE

Notwithstanding  anything  contained  in the Lease or Addenda  to the  contrary,
Lessee  shall have the  option to  terminate  the Term of this  Lease  under the
following conditions:

a. During the period from Lease  commencement  and  expiring at 5:00 PM New York
   time on the 15th day of April,  1996,  the  Lessee  shall  have the option to
   terminate   the  Lease  by  giving   notice  to  the  Lessor  and   tendering
   simultaneously to the Lessor the sum of three (3) months' rent.

b. During the period of time  beginning on January 1, 1997, and expiring at 5:00
   PM New York time on the 15th day of April,  1997,  the Lessee  shall have the
   option to terminate  the Lease by giving  notice to the Lessor and  tendering
   simultaneously to the Lessor the sum of three (3) months rent.

c. During the period of time  beginning on January 1, 1998, and expiring at 5:00
   PM New York time on the 15th day  ofApril,  1998,  the Lessee  shall have the
   option to terminate  the Lease by giving  notice to the Lessor and  tendering
   simultaneously to the Lessor the sum of three (3) months rent.

d. The Lease shall terminate at 11:59 PM on the 30th day following the giving of
notice provided for on this Section.

e. If the Lessee does not terminate  the Lease after 24 months,  the Lessor will
   return the total Security Deposit.



<PAGE>