EXHIBIT 10.4

                                  OFFICE LEASE

THIS LEASE is made between Edward M. Sellian  hereafter called  "Lessor",  whose
address  for  purposes of notice  under this lease is 6794 SE Isle Way,  Stuart,
Florida  34996,   and  Clements  Citrus  Sales  of  Florida,   hereafter  called
"Lessee,"whose  address for  purposes of notice under this lease is 3125 SW Mapp
Road, Palm City Florida, 34990

The parties agree as follows:

     1. AGREEMENT TO LEASE:  DESCRIPTION  OF THE PROPERTY.  The Lessor leases to
the  Lessee,  and the Lessee  rents from the  Lessor,  the  following  described
commercial space (hereinafter called the "premises"):

           The office  space  located at 32C Osceola  Street,  Stuart,  Florida,
           containing approximately 1, 950 square feet of leaseable space.

     2. TERMS OF LEASE:  The term of this  lease  shall be a period of one year,
commencing  on June 1,  1999,  and  ending at 12:00  midnight  on May 31,  2000.
Provided,  however, that the Lessee shall have the right to renew this lease for
an additional term of two years,  on like terms and conditions,  by delivering a
written  notice of intention to renew lease to Lessor no later than 90 days from
the end of the term.

     3.  RENTAL.  Lessee  shall pay to Lessor as rental at the address set forth
above,  or at any other address that Lessor may  designate,  the minimum  annual
rent of  $22,800.00,  plus  applicable  sales tax, in lawful money of the United
States of America.  The minimum  annual  rental  shall be payable as follows and
shall be paid in advance on the 1st day of each  calendar  month during the term
of this lease and any renewal of it.

           June 1, 1999                                               .00
           July 1, 1999                                       1500.00
           Aug 1, 1999                                        1500.00
           Sept - Dec 1999                                    2200.00
           Jan - May 20, 2000                                 2200.00

If any  payment  is not  received  by Lessor by 12:00  midnight  on the 10th day
following  the day on  which  payment  is due,  a late  fee  equal  to 5% of the
delinquent payment shall be due from Lessee to Lessor as additional rent.

     4. TAXES.  Lessor shall be responsible for all municipal,  county, or state
taxes assesses during the term of this lease on the leased real property. Lessee
agrees to pay any taxes levied against the personal  property and trade fixtures
of the Lessee in or about the premises, provided however, that if any such taxes
of Lessee are levied  against  Lessor or Lessor's  property,  or if the assesses
value of Lessor's  property is increased by the inclusion of the value placed on
Lessee's  property  and  Lessor  pays those  taxes,  Lessee,  on  demand,  shall
reimburse Lessor for all taxes actually paid on Lessee's behalf.



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     5. COMMON AREA. Common Areas shall mean all parking areas, sidewalks, entry
areas, curbs, walkways, drainage facilities,  landscaped areas, common restrooms
(if any),  outside  lighting,  or other areas or  facilities  available  for the
common use or benefit of Lessees  or  customers  of the  building  or complex in
which the premises are located.  Lessor  shall,  subject to normal wear and tear
and events beyond its reasonable control, maintain during the term of this Lease
the Common Areas in good order and repair.  The Common Areas shall be subject to
the exclusive  control and  management of Lessor and Lessor shall have the right
to establish, modify, change and enforce from time to time rules and regulations
with  respect to the Common  Areas so long as such rules are not  discriminatory
against  Lessee,  and Lessee  agrees to abide by and conform with such rules and
regulations. Lessor reserves the right at any time during the term of this Lease
to predesignate, alter, modify, expand, reduce and to change the Common Areas on
either a temporary or permanent basis.

     In addition to th premises, Lessee shall have the right to nonexclusive use
of the Common  Areas.  Lessee shall be permitted the exclusive use of one double
parking space and one single parking space in the Office  building  parking lot.
Lessor may institute a system off authorization  stickers or tags. No spaces may
be marked or signed by Lessee without Lessor's prior written consent.

     6.  SUBORDINATION.  This  Lease and all  rights of Lessee  under it are and
shall be subject to and  subordinate to the rights of any mortgage holder now or
hereafter  having a  security  interest  in the  leased  premises  or any  other
encumbrances Lessor desires to place on the property.

     7. LESSEE'S COVENANTS. Lessee further covenants and agrees as follows:

           a. To pay the rent and every  installment of it when it comes due; to
use the premises in a careful and proper  manner;  to commit or permit no waster
or damages to the  premises;  to conduct or permit no  business or act that is a
nuisance or may be in violation of any federal,  state,  local law or ordinance;
to surrender the premises on expiration  or  termination  of this lease in clean
condition and good repair,  normal wear and tear  excepted,  provided,  however,
that all alterations,  additions, and improvements permanently attached and made
by  Lessee,  its  successors,   subleases,  and  assigns,  movable  furniture  ,
equipment, supplies, inventory, and special air-conditioning equipment installed
by Lessee)  shall  become and remain  property of Lessor on the  termination  of
Lessee's  occupancy  of the  premises.  Lessee  shall  not  make  any use of the
premises  which  would  make void or  voidable  any  policy of fire or  extended
coverage  insurance,  or cause an increase  in the cost  thereof,  covering  the
premises.

           b.  To  repair,  service,  keep  and  maintain  the  interior  of the
premises,   including  all  wiring,  piping,  fixtures,   doors,  equipment  and
appurtenances in good and substantial  repair  excepting  ordinary wear and tear
during the entire term of this Lease.  Lessee agree t make such repairs promptly
as they may be needed at Lessee's  expense.  Lessee shall be responsible for any
security monitoring of the Premises.

           c. To pay all costs of fuel, electricity, garbage, telephone, and all
other utilities used on the premises. All those amounts shall be paid within ten
days of becoming due.

           d. To maintain at all times during the lease term, at Lessee's  cost,
a comprehensive  public liability insurance policy protecting Lessor against all
claims or demands that may arise or be claimed on account of Lessee's use of the
premises, in an amount of at lest $1,000,000.00 for injuries to


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persons in one  accident  $1,000,000.00  for  injuries  to any one  person,  and
$500,000.00 for damages to property. The insurance shall be written by a company
or  companies  acceptable  to Lessor,  authorized  to engage in the  business of
general  liability  insurance in the State of Florida.  Lessee shall  deliver to
Lessor annual  certificates  demonstrating  that insurance is paid up. If Lessee
fails to furnish  policies or certificates  showing  policies to paid in full as
provided in this lease,  Lessor may obtain the  insurance,  and the  premiums on
that insurance will be deemed additional rental to be paid by Lessor on demand.

           e. To prohibit and refrain from engaging or in or in allowing any use
of leased  premises  that will increase  Lessor's  premiums for insurance on the
building without the express written consent of Lessor.

           f. To indemnify and hold harmless Lessor and the leased premises from
all  costs,  losses,  damages,  liabilities,   expenses,  penalties,  and  fines
whatsoever  that may arise  from or be  claimed  against  Lessor  or the  leased
premises by any person or persons for any injury to person or property or damage
of whatever kind or character  arising from:  the use or occupancy of the leased
premises  by Lessee;  from any  neglect or fault of Lessee or the agents and the
employees of Lessee in using and  occupying  the  premises,  Lessee  agrees that
Lessee  or any  other  person on the  premises  will  defend  it.  Pay  whatever
judgments may be recovered  against Lessor or against the premises on account of
it and pay for all attorneys' fees in connection with it,  including  attorneys'
fees on appeal.

           g. To make no major  alterations in or additions or improvements  to;
install any permanently  affixed equipment in, or maintain signs advertising its
business on the premises  without,  in each case,  obtaining  written consent of
Lessor,  which consent shall not be unreasonably  withheld.  If any alterations,
additions, or improvements in or to the premises are made necessary by reason of
the special use and  occupancy  of the  premises by Lessee,  Lessee  agrees that
Lessee will make all such alterations,  additions, and improvements in or to the
premises at its own expense (or, if  applicable,  within the  Lessor's  approved
renovation/build  out  budget)  and  in  compliance  with  all  building  costs,
ordinances,  and  governmental  regulations  pertaining  to such work,  use,  or
occupancy.  Lessee  agrees that Lessee  will hold  Lessor  harmless  against all
expenses,  liens,  claims,  and damages to either property or person that may or
might arise  because any repairs,  alterations,  additions or  improvements  are
made.

           h. To permit Lessor to enter,  inspect,  and make such repairs to the
leased property as Lessee may reasonable desire, at all reasonable times, and to
permit Lessor to put on the leased  premises a notice that Lessee may not remove
stating that premises are for rent one month  preceding  the  expiration of this
lease.

           i. To not assign the Lease nor any right hereunder, not let or sublet
all or part of the premises,  nor suffer or permit any person or  corporation to
use any part of the premises,  nor suffer or permit any person or corporation to
use any part of the premises,  without first obtaining the express prior written
consent of Lessor,  which consent  shall not be  unreasonably  withheld.  Should
Lessor consent to such assignment of this Lease, or to a sublease,  Lessee shall
guarantee  payment of all rent herein  reserved until the expiration of the term
hereof  and no  failure  of Lessor to  promptly  collect  from any  assignee  or
sublessee  shall  release or relieve  Lessee from its guaranty or  obligation of
payment of such rents,  provided  that the Lessor  shall have a duty to mitigate
damages.  The  consent  by  Lessor to any  assignment  or  subletting  shall not
constitute  a  waiver  of the  necessity  for  such  consent  to any  subsequent
attempted assignment or subletting. Each assignment or subletting to which there
has


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been consent by Lessor shall be by instrument in writing,  in form  satisfactory
to Lessor, and shall be executed by the Lessee and assignee or sublease, and the
assignee or sublease shall agree in writing for the benefit of Lessor to assume,
and be bound by, and perform the terms,  covenants and conditions of this Lease.
An executed copy of such written  instrument shall be delivered to Lessor.  Upon
any assignment,  the term "Lessee" as used in this Lease shall  thereafter refer
to both the assignor and the assignee.

     (8) LESSOR'S COVENANTS. Lessor covenants and agrees as follows:

           a.  To  warrant  and  defend  Lessee  in  the  enjoyment and peaceful
possession of the premises during the aforesaid term.

           b. To maintain  the exterior  walls  (including  storefronts,  glass,
plate glass,  doors and painting) in good structural repair, to keep the roof of
the building  watertight,  and to maintain all plumbing and sprinkler systems in
or about the  premises.  Lessor  shall not be liable for or required to make any
repairs, or perform any maintenance,  to or upon the premises which are required
by,  related  to or  which  arise  out  of  negligence,  fault,  misfeasance  or
malfeasance  of any by Lessee,  its  employees,  agent,  invitees,  licensees or
customers,  in which event Lessee shall be solely responsible  therefor;  and if
such  repairs  are  undertaken  by Lessor,  it shall be solely at the expense of
Lessee and Lessee shall pay said reasonable amounts within 30 days of receipt of
billing therefor.

           c. If the premises are destroyed or so damaged by fire, casualty,  or
other  disaster  that they  become  untenantable,  Lessor will have the right to
render the premises tenantable by repairs within 90 days from the date of damage
with  reasonable  additional  time, if necessary,  for Lessor to adjust the loss
with  insurance  companies  insuring  the  premises,  or  for  any  other  delay
occasioned by conditions  beyond the control of Lessor.  Id the premises are not
rendered  tenantable  within  that  time,  either  party  will have the right to
terminate  this  lease by  written  notice  to the  other.  In the event of such
termination, the rent shall be paid only to the date of the damage. If the lease
is not terminated,  rent nevertheless  shall be abated during the period of time
from the date of  damage  to date of  physical  occupancy  by  Lessee or date of
complete restoration, whichever occurs first.

           d.  Lessor  will  not  rent  any  space in the Office Building to any
competing firms without
Lessee's prior written consent.

     9.  DEFAULT IN PAYMENT OF RENT.  If any rent  required by this lease is not
paid when due,  Lessor will have the option  after five days  written  notice to
Lessee to:

           a.  Terminate  this lease,  resume  possession of the  property,  and
recover immediately from Lessee the difference between the rent specified in the
lease and the fair rental value of the  property for the  remainder of the term,
reduced to present worth and after consideration for mitigation of damages; or
           b.  Resume  possession  and  release  or rent  the  property  for the
remainder  of the term for the account of Lessee and recover  from Lessee at the
end of the term or at the time each  payment of rent comes due under this lease,
whichever  Lessor may choose,  the difference  between the rent specified in the
lease and the reasonable rent received on the releasing or renting.

     10.  DEFAULTS  OTHER THAN RENT. If either Lessor or Lessee fails to perform
or breaches any  agreement  on this lease other than the  agreement of Lessee to
pay rent, and this failure


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or breach continues for ten days after a written notice  specifying the required
performance has been given to the party failing to perform, (a) the party giving
notice may institute  action in a court of competent  jurisdiction  to terminate
this lease or to complete performance of the agreement,  and the losing party in
that litigation  shall pay the prevailing  party all expenses of the litigation,
including reasonable  attorneys' fees or (b) Lessor or Lessee may, after 30 days
written notice to the other,  comply  therewith or correct any such breach,  and
the costs of that compliance shall be payable on demand.

     11. INSOLVENCY, BANKRUPTCY, ETC. OF LESSEE. If Lessee is declared insolvent
or  adjudicated  a bankrupt;  if Lessee makes an  assignment  for the benefit of
creditors;  if Lessee's  leasehold interest is sold under execution or a trustee
in  bankruptcy;  or if a receiver  is  appointed  for  Lessee,  Lessor,  without
prejudice to its rights hereunder and at its option, may after reasonable notice
terminate this lease and retake possession of the premises.

     12.  ELECTION BY LESSOR NOT EXCLUSIVE.  The exercise by Lessor of any right
or remedy to collect  rent or enforce its rights  under this lease will nor be a
waiver or preclude the exercise of any other right or remedy  afforded Lessor by
this lease  agreement or by statute or law. The failure of Lessor in one or more
instances to insist on strict  performance or observations of one or more of the
covenants or conditions of this lease or to exercise any remedy,  privilege,  or
option  conferred by this lease on or reserved to Lessor shall not operate or be
construed as a  relinquishment  on future waiver of the covenant or condition or
the right to enforce it or to exercise that privilege,  option, or remedy,  that
right shall continue in full force and effect.  The receipt by Lessor of rent or
any other payment or part of payment required to be made by the Lessee shall not
act to waive any  other  additional  rent or  payment  then  due.  Even with the
knowledge of the breach of any covenant or condition of this lease, receipt will
not  operate  as or be deemed to be a waiver  of this  breach,  and no waiver by
Lessor  of any of the  provisions  of this  lease,  or any of  Lessor's  rights,
remedies,  privileges,  or options under this lease, will be deemed to have been
made unless made by Lessor in writing.

           No surrender  of the premises for the  remainder of the terms of this
lease will be valid unless accepted by Lessor in writing. Lessee will not assign
nor sublet this lease  without  Lessor's  prior written  consent,  which consent
shall not be unreasonably  withheld.  No assignment or sublease will relieve the
assignor  or sub lessor of any  obligation  under this lease.  Both  assignee or
sublessee,  by assuming  such status,  will become  obligated  to perform  every
agreement of this lease to be performed by Lessee, except that a sublessee shall
be  obligated  to perform  every  agreements  only insofar as they relate to the
subleased part of the property and the rent required by the sublease.  Sublessee
will be obligated to pay rent directly to Lessor only after Sublessor's  default
in payment and written  demand from Lessor to Sublessee to pay rent  directly to
Lessor.

     13. SUBORDINATION; NON-DISTURBANCE; RIGHTS OF SECURITY INSTRUMENT HOLDER.

           A.   Subordination.  All rights and interests of Lessee hereunder are
and shall be and remain  subject,  subordinate  and  inferior to all  mortgages,
trust  deeds,  ground  leases or  security  instruments  (all of which  shall be
referred to herein as "Security Instrument"),  heretofore or hereafter given and
encumbering the premises, or any part thereof, and shall likewise be subordinate
and inferior to all renewals,  modifications,  consolidations,  replacements and
extensions of any such Security  Instrument,  and the right of the holder of any
such Security  Instrument shall at all times be and remain prior and superior to
all rights and interests of lessee. This provision shall operate as a


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subordination  agreement with respect to all such Security  Instruments  and all
renewals, modifications, consolidations, replacements and extensions thereof. If
the holder of any such Security  instrument or any person,  firm or  corporation
agreeing to make a loan secured by a Security  Instrument on the premises  shall
require  confirmation of any subordination for which provision is herein made or
a separate subordination agreement with respect to any transaction.
Lessee shall execute such  confirmation,  estoppel  certificate or subordination
agreement in the form required by and limited to such Security Instrument holder
or other  person,  firm or  corporation  agreeing  or  proposing  to make a loan
secured by a Security Instrument on the premises,  and the execution of the same
shall not  diminish or affect the  liability  of Lessee  hereunder  or any other
party  responsible  for or  guaranteeing  the  obligations  of Lessee under this
Lease. In the event any proceedings are brought for foreclosure, or in the event
of the  exercise  of the power of sale under any  Security  Instrument,  made by
Lessor  covering the  premises,  Lessee shall attorn to the Security  Instrument
Holder  or  purchaser  upon any such  foreclosure  or sale  and  recognize  such
purchaser as the Lessor under this Lease.

           B.  Non-Disclosure.  Notwithstanding the provisions of subparagraph A
herein,  provided that Lessee is current in payment of rent and is not otherwise
in  default  under the terms of this  Lease,  and upon  attornment  to  Security
Instrument Holder,  Lessee's rights to peaceful occupation and possession of the
premises will not be disturbed for its terms under this Lease.

           C. Rights of Security Instrument Holder. In the event that a Security
Instrument  Holder or third  party  should  take  title to the  Office  Building
through  foreclosure or otherwise as a result of the default of Lessor,  then in
that event the Security  Instrument Holder or third party title holder shall not
i) be liable for a prior act or default of Lessor and will nor be subject to any
defense or offsets  available to Lessee as against  Lessor ii) be liable for any
construction obligations of Lessor, involving any expansion or rehabilitation of
existing  improvements nor for renovations following a taking or occurrence of a
casualty;  iii) be liable for any prepaid rent or deposits paid by Lessee except
to the extent same are actually received by Security  Instrument  Holder; iv) be
liable for any  modification  of the Lease after initial  execution of the Lease
except where approved by Security Instrument Holder.

           So long as the Office  Building  is subject to the lien of a Security
Instrument  then this lease and  Lessee's  tenancy will remain in full force and
effect  notwithstanding;  i) and delay or  omission by the  Security  Instrument
holder in exercising,  or any waiver by the Security  Instrument  holder of, any
right or  remedy  under  the  mortgage  or the nore  which  it  secures  ii) any
amendment of, or  supplement  to the note or mortgage  which does not affect any
rights  of  Lessee  under  the  lease;  or iii)  any  bankruptcy,  receivership,
consolidation,  reorganization,  dissolution,  liquidation or similar proceeding
with  respect  to  Lessor.  Further,  notwithstanding  anything  herein  to  the
contrary,  this  Lease  shall  remain in full  force  and  effect  and  Lessee's
obligations   hereunder   shall  not  be  modified,   impaired,   or  diminished
notwithstanding  the fact that the Security  Instrument Holder may have acquired
title through a foreclosure or conveyance in lieu of foreclosure,  provided only
that the Lessor (or the Security  Instrument  Holder as successor in interest to
the Lessor) is performing the obligations required of the Lessor hereunder.

           D.  Estoppel Letters.   Lessee  agrees to provide to Lessor, proposed
purchaser,  any Security  Instrument  Holder, or third party taking title to the
office  Building  through  foreclosure,  within  ten (10) days of their  written
request  to  Lessee,  an  estoppel  certificate  certifying  that this  Lease is
unmodified and in full force and effect,  or that the lease is in full force and
effect as modified, and


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stating the modifications. Such estoppel certificate shall also state the amount
of  monthly  rent,  the dates to which the rent has been  paid in  advance,  the
amount of any security  deposit or prepaid rent, and shall be in form reasonably
satisfactory to the requesting party hereunder.

     14. ENVIRONMENTAL MATTERS.

           A.  Hazardous Substances.  The term "Hazardous Substances" as used in
this  Lease,  shall  include,   without  limitation,   flammables,   explosives,
radioactive materials,  asbestos,  polychlorinated  biphenyl's (PCBs), chemicals
known  to cause  cancer  or  reproductive  toxicity,  pollutants,  contaminants,
hazardous wastes, toxic substances or related materials, petroleum and petroleum
products,  and  substances  declared to be  hazardous  or toxic under any law or
regulation  now  or  hereafter   enacted  or  promulgated  by  any  governmental
authority.

           B. Lessee's Restrictions.  Lessee shall not cause or permit to occur:

                         (i) Any  violation of any federal, state, or local law,
ordinance,  or regulation  now or hereafter  enacted,  related to  environmental
conditions  on, under,  or about the  premises,  or arising from Lessee's use or
occupancy of the premises,  including, but not limited to, soil and ground water
conditions: or

                       (ii) The use, generation, release, manufacture, refining,
production,  processing,  storage,  or disposal of any  Hazardous  Substance on,
under, or about the premises,  or the  transportation to or from the premises of
any Hazardous Substance, except as specifically disclosed in this lease.

           C.  Environmental Clean up.

                         (i) Lessee shall,  at Lessee's own expense, comply with
all laws regulating the use, generation, storage, transportation, or disposal of
Hazardous Substances ("Laws").

                         (ii) Lessee  shall, at  Lessee's  own expense, make all
submissions  to,  provide  all  information  required  by, and  comply  with all
requirements of all governmental authorities (the "Authorities") under the Laws.

                         (iii) Should any  Authority  or  any third party demand
that a cleanup plan be prepared and that a clean-up be undertaken because of any
deposit,  spill, discharge, or other release of Hazardous Substances that occurs
during the term of this Lease,  at or from the premises  resulting from Lessee's
occupation of the premises, then Lessee shall, at Lessee's own expense,  prepare
and  submit  the  required  plans and all  related  bonds  and  other  financial
assurances; and Lessee shall carry out all such cleanup plans.

                         (iv) Lessee  shall  promptly  provide  all  information
regarding the use, generation, storage, transportation, or disposal of Hazardous
Substances  that is  requested  by Lessor.  If Lessee  fails to fulfill any duty
imposed under this paragraph within a reasonable time,  Lessor may do so; and in
such case,  Lessee shall cooperate with Lessor in order to prepare all documents
Lessor deems necessary or appropriate to determine the applicability of the laws
to the  premises  and Lessee's  use thereof and for  compliance  therewith,  and
Lessee shall execute all  documents  promptly  upon  Lessor's  request.  No such
action by Lessor and no attempt made by Lessor to mitigate damages under any law
shall constitute a waiver of any of Lessee's obligations under this paragraph.


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                         (v) Lessee's Indemnity.

               (a) Lessee shall indemnify, defend, and hold harmless Lessor, the
manager   of  the   property,   and  their   respective   officers,   directors,
beneficiaries,  shareholders,  partners,  agents,  and employees from all fines,
suits,  procedures,  claims and actions of every kind, and all costs  associated
therewith (including  attorneys' and consultants' fees) arising out of or in any
way connected with any deposit,  spill, discharge, or other release of Hazardous
Substances  that occurs  during the term of this Lease,  at or from the premises
which arises at any time from Lessee's use or occupancy of the premises, or from
Lessee's failure to provide all information,  make all submissions, and take all
steps  required by all  authorities  under the laws and all other  environmental
laws.

             (b) Lessee's obligations and liabilities under this paragraph shall
survive the expiration of this Lease.

     15.  RADON  DISCLOSURE.  Florida law requires  the  following  statement in
connection  with the lease of any  building  in  Florida:  "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".

     16. ADDRESSES FOR PAYMENTS AND NOTICES. Rent payments and notices to Lessor
shall be mailed or  delivered to the address set forth on the first page of this
lease, unless Lessor advises Lessee differently in writing.

     Notices to Lessee may be mailed or  delivered to the leased  premises,  and
proof of  mailing or posting  of those  notices to the leased  premises  will be
deemed the equivalent of personal service on Lessee. All notices to either party
shall be sent by certified or registered mail, return receipt requested.

     17.  CAPTIONS.  The captions and  paragraphs  or letters  appearing in this
lease are inserted only as a matter of convenience and in no way define,  limit,
construe,  or describe  the scope or intent of the  sections or articles of this
lease or affect this lease in any way.

     18.  FLORIDA  LAWS.  The  laws  of  the  State  of  Florida,   as  to  both
interpretations and performance will govern this lease.

     19. ENTIRE AGREEMENT.  This lease sets forth all the promises,  agreements,
conditions,  and understandings  between Lessor and Lessee relative to the lease
premises.   There   are  no   other   promises,   agreements,   conditions,   or
understandings, either oral or written, between them. No subsequent alternation,
amendment, change, or addition to this lease will be binding on Lessor or Lessee
unless in  writing  and  signed by them and made a part of this  lease by direct
reference.

     20.  TERMS  INCLUSIVE.  As used  herein,  the terms  "Lessor"  and "Lessee"
include the plural whenever the context requires or admits.



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     21.  REPRESENTATIVES  BOUND HEREBY. The terms of this lease will be binding
on the respective successors, representatives, and assigns of the parties.


     IN  WITNESS  WHEREOF,  Lessor  and  Lessee  have duly  executed  this Lease
Agreement on June 2, 1999.

Signed in our presence as witnesses:

                                      LESSEE

/s/ Dawn M.  Miller                   /s/ Henry T. Clements
-------------------------             --------------------------------------
Witness                               Clements Citrus Sales of Florida, Inc.
                                      Henry T. Clements, Jr., President


/s/ Dawn M.  Miller                   /s/ Edward M. Sellian
-------------------------             --------------------------------------
Witness                               Edward M. Sellian