EXHIBIT 10.3 - Lease Agreement

                                 LEASE AGREEMENT



The Lessor,  UPCHURCH-SUTTON,  AGREES TO LEASE TO Lessee, AMERITALKS.COM jointly
and severally  and Lessee agrees to lease from the Lessor,  the property and all
improvements in accordance and pursuant to the covenants,  terms, conditions and
provisions as follows:



                                   WITNESSETH:

1.   PREMISES: Office space consisting of the second floor of approximately 4500
     square  feet,  located at 1001 Kings  Avenue,  County of Duval,  within the
     building known as The King's Building.


2.   TERM: The term of this lease will commence on the date of April 1, 2000 and
     will continue through March 31, 2005, a term of 60 months.


3.   RENT:  Lessee agrees to pay the sum of 13.40 per sq. ft. a year  escalating
     @ .50 per sq. ft. per year for 4500 sq.  ft.,  for the term of this  Lease,
     payable in the equal monthly installments of

         YEAR ONE:         $5025 + sales tax(6/1/2000 through 3/31/2001)**
         YEAR TWO          $5213 + sales tax (4/1/2001 through 3/31/2002)
         YEAR THREE:       $5400 + sales tax(4/1/2002 through 3/31/2003)
         YEAR FOUR:        $5588 + sales tax(4/1/2003 through 3/31/2004)
         YEAR FIVE:        $5775 + sales tax(4/1/2004 through 3/31/2005)

Payable in advance on or before the first day of each month, plus any additional
charges set forth in this Lease, plus applicable Florida Sales and Use Tax.

The Lessee,  as long as not in default  under this lease,  has a 2-term  renewal
option up to 90 days of lease expiration date in writing to lessor;  rental rate
to be  negotiated.  The Lessee has first right of refusal to purchase The King's
Building  property  being "for sale".  The option must  accompany an  acceptable
purchase agreement within 10 days of notification.


4.   PAYMENT OF RENT: The Lease shall be for the term and the total rent payable
     in periodic installments as set forth above. Each installment of rent shall
     be paid in advance on the first day of each month specified,  commencing on
     April 1, 2000.  Lessor and Lessee agree to the pre-payment of 2 months rent
     due at lease signing. **(April though June 2000). The rent shall be paid to
     UPCHURCH-SUTTON,  1001-3  Kings Ave.  Jacksonville,  A. 32207,  or at other
     address as Lessor may specify.  Rent payments received after the 5th day of
     each month shall be subject to an administrative charge of 2.5% of the late
     rent.  In the event that rent is received  after the 1 0th day of the month
     Lessee  shall  pay an  additional  late  charge  of 2.5% of the late  rent.
     Moreover, in the event that any check, bank draft, or negotiable instrument
     given for any payment hereunder, shall be dishonored for any reason, Lessor
     shall be entitled in addition  to any other  remedy  available,  to make an
     extra administrative charge of $50.00.

                                      -55-
<PAGE>


5.   SECURITY DEPOSIT: Simultaneously,  with the execution of this Lease, Lessee
     has  deposited  the sum of  $6000,  which  shall be  retained  by Lessor as
     security for the faithful performance and observance by Lessee of the above
     covenants, terms, conditions and provisions of the Lease. The said Security
     Deposit  shall be  refunded  to  Lessee  at the  conclusion  of this  Lease
     provided all of the above terms,  conditions and provisions  have been met.
     Upon Event of Default,  defined as described by term and conditions  within
     this lease,  not cured  within 3 days,  in  addition to all other  remedies
     available,  Lessor may apply the whole or any part of such sum for  payment
     of any rent or other charges,  or any expense  incurred by Lessor by reason
     of I  lessee's  default  or  Lessor  may  retain  any or all of such sum in
     liquidation  of any or all of the  damages  suffered by lessor by reason of
     such  Event of  Default,  including  but not  limited  to,  any  damages or
     deficiency  in the  reletting  of the  Premises,  whether  such  damages or
     deficiency  occurred before or after summary  proceedings or other re-entry
     by  Lessor.  Such sum shall not bear  interest  while  being held by Lessor
     hereunder.  In the event of a sale of all or a part of the  canter,  Lessor
     shall  thereupon be released by Lessee from all liability for the return of
     such Security  Deposit;  the  provisions  hereof shall apply to every other
     subsequent  transfer or  assignment  made of the Security  Deposit to a new
     Lessor.


6.   ACCEPTANCE:  The Lessee  agrees that it is accepting the Property in an "as
     is" condition, any exceptions are described an Exhibit "B".


7.   SIGNS:  Lessee  will make no  unlawful,  Improper or  offensive  use of the
     Property. Any signs placed on the building by the Lessee shall be mode with
     the Lessor's prior written consent.  A diagram of any signs to be placed on
     the Property Is required to be submitted to the Lessor For approval,  which
     will  not be  unreasonably  withheld.  NO  portable  sign or  advertisement
     material  shall be placed in the parking area or on the perimeter  areas of
     the Property.  The Lessee will have the right, at it's own expense to place
     panels or a panel on one-half of the present freestanding sign.


8.   PROPERTY:  The parking area is for customer use only.  Any vehicles  parked
     overnight are subject to removal at owner's  expense,  No  semi-trailers or
     trailer parking except delivery and unloading purposes. Upon termination of
     the  Lease,  Lessee  shall  deliver  up the  Property  In proper  operating
     condition  and In a condition or repair  comparable to the condition at the
     time of execution of this Lease,  except For ordinary wear and tear, and in
     a broom-clean condition and with all glass in all windows and doors intact.


9.   ORDINANCES / REGULATIONS:  Lessee  covenants to comply with and execute all
     laws,  regulations and ordinances of the lawfully constituted  governmental
     authorities of the United States of America, or State, County,  District or
     Subdivision in which the Property is located;  concerning and affecting the
     use of  Property  at the  Lessee's  expense  including  those of  utilities
     serving the Property.


10.  ALTERATIONS: The Lessee shall make no alterations,  additions or structural
     change on or to the Property  without the prior written  consent of Lessor.
     The  Lessor  will not  deny  any  reasonable  request.  All  installations,
     repairs, improvements, replacements and alterations to the premises made by
     Lessee shall,  upon being installed,  become a part of the building and the
     property of the Lessor.


11.  UTILITIES  AND  COMMON  AREA  MAINTENANCE:  Lessee  shall pay all costs and
     expenses For gas, electricity, heat and any other utilities furnished to or
     used in connection with it's leased premise  promptly as each thereof shall
     become due and payable.


12.  QUIET ENJOYMENT:  The Lessee,  upon payment of the rent herein reserved and
     upon the performance of all terms of this Lease,  shall at all times during
     the Lease term peaceably and quietly enjoy the leased premises  without any
     disturbance From the Lessor.

                                      -56-
<PAGE>


13.  LESSOR'S RIGHT OF ENTRY:  Lessor or Lessor's agents shall have the right at
     any reasonable  time to enter the Property for the purpose of inspection or
     for the purpose of making or causing to be made any repairs or otherwise to
     protect Lessor's interests,  but the right of Lessor to enter, repair or do
     anything else to protect Lessor's  interest,  or the exercise or failure to
     exercise hereof,  shall In no way diminish Lessee's  obligations under this
     lease or enlarge Lessor's  obligations under this Lease or affect any right
     of Lessor or create any duty or  liability by Lessor to Lessee or any third
     party.  Lessor  shall  have the  right to  display  on the  outside  of the
     Property  "For Rent" or "For Sale"  signs  provided  however,  that no "For
     Rent"  sign be  placed In the  leased  premises  prior to ninety  (90) days
     before the expiration or termination of this Lease.


14.  REMEDIES IN DEFAULT: In the event Lessee shall, (a) fail to make any rental
     or other payment due hereunder  within ten (10) days after due date, or (b)
     be  adjudged  bankrupt,  or (c)  make  an  assignment  for the  benefit  of
     creditors, or (d) have Lessee's leasehold estate taken an execution against
     Lessee, or (e) abandon the Property during the term hereof or (f) breach or
     Fail to perform any  agreement  herein other than the agreement to pay rent
     and shall Fail to cure such breach or perform  such  agreements  within (3)
     three days after written notice From the Lessor, then the Lessor, in either
     such event, shall have the option to:

     (1)  Terminate this Lease,  resume  possession of the Property For Lessor's
          own  account and recover  immediately  from the Lessee the  difference
          between the rent  provided for in this Lease and the fair value of the
          Property  for the  remainder  of the Lease  term,  reduced  to present
          worth, together with any other damages occasioned by or resulting from
          the  abandonment  or a breach or a monetary  default or default  other
          then a default in payment of rent.

     (2)  If Lessee  defaults in  performance of any  obligations  hereunder and
          such default is not  corrected  as provided in this Lease,  Lessor may
          perform the obligation and the Lessee shall pay all costs and expenses
          of Lessor to perform  Lessee's  obligation.  The remedies  provided in
          this  paragraph  shall not be  exclusive  and in addition  thereto the
          Lessor may pursue such other  remedies  as are  provided by law in the
          event of any breach default or abandonment by Lessee. In any event and
          irrespective  of any option  exercised,  Lessee  agrees to pay and the
          Lessor shall be entitled to recover all costs and expenses incurred by
          the Lessor  Including  reasonable  attorney's Fees, in connection with
          collection  of rental or  damages  or  enforcing  other  rights of the
          Lessor in the event of any breach or fault or  abandonment  by Lessee,
          Irrespective  of whether or not Lessor elects to terminate  this Lease
          by reason of such breach,  default or  abandonment.  The Lessee hereby
          expressly  waives any and all rights of redemption,  if any granted by
          or under any  present or Future  law in the event the Lessee  shall be
          evicted or  dispossessed  for any  cause,  or, in the event the Lessor
          shall obtain possession of the premises by virtue of the provisions of
          this Lease or otherwise.


15.  PERFORMANCE: The failure of Lessor to Insist, In any one or more instances,
     upon a strict  performance  of any of the  covenants or  agreements in this
     Lease, or to exercise any option herein contained shall not be construed me
     a waiver or a  relinquishment  for the future of such covenant,  or option,
     but the some  shall  continue  and  remain in full  force and  effect.  The
     receipt by lessor  rent,  with  knowledge  of the breach of any covenant or
     agreement thereof shall not be deemed a waiver of such breach end no waiver
     by Lessor if any provision  hereof shall be deemed to have been made unless
     expressed in writing and signed by Lessor.

                                      -57-
<PAGE>


16.  CONDEMNATION.  Lessor reserves to itself and Lessee assigns to Lessor,  all
     rights to damages occurring on account of any taking or condemnation of any
     part of the Property  hereby leased,  or by reason of any act of any public
     or  quasi-public  authority For which damages are payable  Lessee agrees to
     execute such  Instruments  of assignment  as may be required by Lessor,  to
     join with Lessor In any petition for the recovery of damages,  if requested
     by  Lessor,  and to turn  over to  Lessor  any  such  damages  that  may be
     recovered  in any such  proceeding.  Lessor  does not reserve to itself and
     Lessee  does not assign to Lessor any damages  payable  for trade  fixtures
     Installed by Lessor at Lessee's own cost and expense  which are not part of
     the  Property.  In the event of a  condemnation  or taking of the  Property
     hereby  leased,  Lessor may  terminate  this Lease  upon  thirty  (30) days
     written notice to Lessee; in the event of a condemnation or taking In which
     more than twenty-Five (25%) percent of the property is taken,  either party
     may elect to  terminate  this Lease upon  thirty (30) days prior to written
     notice to the other party.


17.  SUBORDINATION.  All rights and interests or Lessee  hereunder are and shall
     be and remain subject,  subordinate and inferior to all bona Fide mortgages
     heretofore or hereafter given and  encumbering  the Property,  or any, part
     thereof,  and shall likewise be  subordinate  and inferior to all renewals,
     modifications,  consolidations,  replacements  and  extensions  of any such
     mortgage  shall at all times be and remain prior and superior to all rights
     and interests of Lessee.  The provisions of this paragraph shall operate as
     a  subordination  agreement  with  respect  to all such  mortgages  and all
     renewals,  modifications,   consolidations,   replacements  and  extensions
     thereof.  IF the  holder  of any  such  mortgage  or any  person,  firm  or
     corporation  agreeing to make a loan  secured by a mortgage on the property
     shall require  confirmation  of' any  subordination  for which provision in
     herein  made  or  separate  subordination  agreement  with  respect  to any
     mortgage   transaction,   Lessee  shall   execute  such   confirmation   or
     subordination agreement in form as required by such mortgage holder or such
     person,  firm or corporation  agreeing to make a loan secured by a mortgage
     on the Property, and the execution of same shall not diminish or affect the
     liability  of the  Lessee  hereunder  or of any  party  responsible  for or
     guaranteeing the obligations of said Lessee under this Lease.


18.  NOTICES.  Any notices demand required or permitted by law, or any provision
     of this Lease,  shall be in  writing,  and It the same is to be served upon
     the Lessor,  may be personally  delivered to Lessor, or may be deposited in
     the United  States  mail,  registered  or  certified,  with return  receipt
     requested, postage prepaid, and addressed to Lessor at address net forth by
     Lessor.


19.  INDEMNIFICATION.  Lessee  agrees that It will make full and prompt  payment
     of, all sums  necessary  to pay for the cost of all  repairs,  alterations,
     Improvements,  changes  or other  work  done by the  Lessee  to the  leased
     building or premises and further  agrees to indemnify and save harmless the
     Lessor  from and  against  any and all costs and  liabilities  incurred  by
     Lessee and  against any and all  mechanics',  material  man's or  laborers'
     liens  arising  out of or from  such work or the coat  hereof  which may be
     asserted,  claimed or charged  against  the leased  building  and  premise.
     Notwithstanding  anything  appearing  In this  Lease,  the  Interest of the
     Lessor  In  the  leased   premises  shall  not  be  subject  to  liens  for
     Improvements  or work made or done by the Lessee  whether or not same shall
     be made or done in accordance with an agreement  between Lessor and Lessee,
     and It In agreed that In no event  shall the Lessor or the  interest of the
     Lessor In any of the  Leased  premises  be liable for or  subjected  to any
     mechanics,  material-man's, or laborer's liens for improvement or work done
     or made by the Lessee and the Lease  expressly  prohibits the subjecting of
     the  interest  of the  Lessor  in the  leased  premises  to any  liens  for
     improvements  made by the Lessee or for which the Lessee is responsible for
     payment under the terms of this Lease,  and all persons dealing with Lessee
     are put on notice of these provisions.  In the event any notice or claim of
     lien shall be asserted of record  against the interest of the Lessor in the
     leased  Property,  on account of or growing out of any  improvement or work
     made or done by the Lessee, or any person claiming by, through or under the
     Lessee, or for improvement or work the cost of which is the  responsibility
     of the  Lessee,  then  Lessee  agrees to have such  notice or claim of lien
     cancelled  and  discharged  of record as a claim  against  the  interest of
     Lessor in the lease  premises;  either by payment  and  satisfaction  or by
     removal by transfer to bond or deposit as permitted by law, within ten (10)
     days after notice to Lessee by Lessor,  and In the event Lessee fails to do
     so Lessee shall be  considered  to be in default under this Lease with like
     affect as if Lessee should have failed to pay a rental payment when due and
     within any applicable grace period provided for payment of same.


                                      -58-
<PAGE>


20.  AGREEMENT.  This Lease Agreement  constitutes  the entire  agreement of the
     parties and may not be modified except by written  instrument signed by the
     party  against  whom  such  modification  is sought  to be  enforced.  This
     Agreement  shall be binding  upon the parties,  the legal  representatives,
     successors and assigns and shall be construed and enforced  pursuant to the
     laws of the State of Florida.  All terms herein shall mean and refer to the
     singular or plural, the masculine or feminine and to natural persons and to
     entities as required by the context.


21.  ASSIGNMENT OR SUBLETTING.  Lessee shall not mortgage,  pledge,  assign,  or
     otherwise  encumber its interest in the Property or in this Lease nor shall
     it permit any other  person or entity to occupy any or all of the  Property
     without first obtaining Lessor's written consent thereto. Such consent will
     not be unreasonably withheld but may be conditioned upon the receipt by the
     Lessor of the following:  (a) A recent financial  statement of the proposed
     assignee  or  subleases;  (b) a  statement  of the  nature of the  business
     intended to be conducted in the Property,  the name of the officers and the
     number of  employees  expected  to be located at the  Property;  and (c) an
     unequivocal  assumption  of  liability  by the assignee or subleases of the
     Lease with the rental adjusted to reflect the then fair market rental value
     of the Property;  but, in no event shall the rent be  decreased,  provided,
     however Lessor in its sole discretion shall be entitled to, and may require
     Lessee to remain  primarily  liable under the Lease, and not as a surety or
     guarantor subsequent to any such assignment.  Lessor shall have thirty (30)
     days from the receipt of items (a) through  (c), in which to notify  Lessee
     of Lessor's  acceptance or rejection of the offer to terminate.  Assignment
     and  subletting  shall include any  transfers to Lessee's  interest in this
     Lease,  whether voluntary or involuntary,  including any lien upon Lessee's
     or subleases  or  assignees,  or any receiver or trustee with  jurisdiction
     over  Lessee,  or by a transfer  by any persons or person  controlling  the
     lessee  on the date  hereof  of the  control  of  Lessee  to a  person  not
     controlling Lessee on the date thereof.


22.  HOLD  HARMLESS.  Lessee  agrees to pay, and to protect,  Indemnify and save
     harmless  Lessor  from and against  any and all  liabilities,  obligations,
     losses, damages, costs, penalties,  expenses (including all attorney's fees
     and  expenses of Lessee and of Lessor),  causes of action,  suits,  claims,
     demands or judgments of any nature whatsoever arising from (1) any accident
     or injury  to, or the death of,  any  person or damage to  property  on the
     Lessor's  premises,  or upon immediately  adjoining  sidewalks,  streets or
     ways; (2) violation of any agreements or condition of this Lease and of the
     contracts,   agreements,   restrictions,   statutes,  laws,  ordinances  or
     regulations  or other  documents ( whether or not  recorded)  affecting the
     property or any part thereof,  or the ownership,  occupancy or use thereof,
     or (3) any  tortuous act or omission on the part of Lessee or of any of its
     agents, contractors,  subleases, licensers, or invitees. In case or suit or
     proceeding is brought  against  Lessor by reason of any  occurrence  herein
     described,  Lessee will at Its own  expense  defend  such  action,  suit or
     proceeding with council satisfactory to Lessor.


23.  INSURANCE. Tenant agrees to maintain In full force and effect, at all times
     during  the  term of this  Lease,  policies  of  insurance,  affording  the
     Following  coverage's:  (a)  comprehensive  general  liability for personal
     injury or property damage In or about the premises  resulting from the use,
     occupation  or  operation  of the  Premises  in an  amount  not  less  than
     $300,000.00  of  combined  single  limit  (b) Fire and  extended  coverage,
     vandalism   and   malicious   mischief   and,   where   applicable   Lessee
     stock-in-trade,  fixtures, furniture,  furnishings, trade equipment, signs,
     and any other property owned by Lessee and kept on the premises, In amounts
     not less then the full insurable value,  i.e. actual  replacement  value of
     such  contents  and  personal  property;  (c)  workman's  compensation,  as
     required  by  Florida  Statues.   Except  for  the  worker's   compensation
     insurance,  all  policies  shall name  Lessor,  as  additional  insured and
     provide that the  interest of same shall not be affected by any  negligence
     or breach of any Lease or policy provisions by Lessor,  Lessee,  Mortgages,
     sub lessee or occupant  of the  premises.  Lessee  shall  furnish  Lessor a
     certificate of its insurance  evidencing  such insurance and providing that
     the  coverage  thereby  shall not be  cancelled  or  terminated  unless the
     insurer  first gives  Lessor not less than  thirty (30) days prior  written
     notice.  Failure to provide such  insurance  coverage  shall  constitute an
     event of default of this Lease,  and  notwithstanding  any of the forgoing,
     Lessee  shall not do or permit to be done any act or thing which may result
     In the suspension or cancellation of any insurance  policy or for which the
     insurance  risk wouldn't be  increased.  In the event  Lessee's  activities
     result in an  increase in  insurance  premiums to any policy held by Lessor
     for the property,  Lessee shall reimburse Lessor for such increase.  Tenant
     shall provide such evidence of coverage prior to opening for business.


                                      -59-

<PAGE>


24.  OTHER.  Lessee  agrees to keep  condition  of the leased  space in sanitary
     standards  acceptable to Lessor, and to adhere to any rules and regulations
     submitted to Lessee by Lessor pertaining to the property.


25.  HOLDING OVER. If the Lessee or any approved  assignee or sub lessee,  shall
     continue to occupy the property after the termination of the Lease, without
     the prior  written  consent  of  Lessor,  such  tenancy  shall be a tenancy
     sufferance.  Any term at sufferance  will be at a monthly rental twice that
     of the last full month's  rental.  Acceptance by Lessor of any rental after
     termination shall not constitute a renewal of the Lease nor consent to such
     occupancy,  nor shall it constitute a waiver of Lessor's  right to re-entry
     or any other right contained herein.


26.  MAINTENANCE.  Lessor shall  guarantee on  commencement  date of this Lease,
     proper  operating  condition  of:  plumbing  lines and  fixtures;  lighting
     Fixtures  and  wiring;  air  conditioning  equipment.  Lessor  will also be
     responsible  during the term of this Lease for  maintaining  the structural
     components,  the exterior walls, doors and roof, unless Lessee's negligence
     or fault  thereto  shall  cause  damage.  Lessor  will be  responsible  for
     replacement of major components of AC unit. Lessee shall be responsible for
     servicing and maintaining in proper  operating  condition,  the interior of
     the  leased  premises  including  all  plumbing,  mechanical  systems,  air
     conditioning  equipment,  and lighting  fixtures.  And the Lessee agrees to
     make repairs promptly for problems caused by Lessee's neglect,  as they may
     be needed and at Lessee's  own expense.  At the end of the Lessee term,  or
     termination,  Lessee  shall  deliver  up the  property  in clean and proper
     operating  condition  except ordinary wear and tear.  Lessee shall keep all
     common  areas  such as  sidewalks  and back alley free of debris or objects
     caused by the Lessee. Refuse to be deposited at curb for city pick up.


27.  RESTRICTIONS:  1001 Kings  Ave.  Building  parking  not  included  with the
     following  exception;  the  Lessee  has the  option  to  rent  up to  seven
     designated spaces at designated Kings Building Parking.  The parking spaces
     will be subject to the  conditions  and payment terms of this lease.  Under
     this lease period each space is $50 per month + any  applicable tax with an
     annual 10% increase  for the lease term.  Whenever  Radisson or  comparable
     parking becomes available at a competitive rate either party may waive this
     option.


ADDITIONAL PROVISIONS:

**Lessee agrees to pre-pay the first two months of rent. Lessor allows Lessee to
occupy 400 sq. ft. of office space rent-free until April 1, 2000.  Referenced in
paragraph 3 & 4 page 1, Lessor  grants  pursuant to  paragraph 21 page 5 consent
for subletting to Maige, Matthews & Co. P. A.

     The lessor will provide per the attached build-out preliminary plans.
     o    Complete preparation and repair of floors;
     o    Cleaning and finishing interior perimeter walls to brick;
     o    Ceiling finishing with adequate lightning per plans;
     o    Repair & replace where needed HVAC vents and ductwork;
     o    Existing electric outlets repaired;
     o    Demolition of 3 walls;
     o    Wall construction per preliminary design finished & painted;  150'full
          walls & 60' half walls;
     o    Provide & install new carpet at 28 oz. Nylon;
     o    11 additional standard interior doors.

                                      -60-
<PAGE>


Lessee will provide:

     o    Completed  set of plans  signed & sealed for permits with the approval
          of the lessor within 7 days;
     o    Install, stain and provide the crown molding and base trim for the 2nd
          floor build-out per Lessee's design;
     o    Increase  expenses for any upgrades,  changes or items not included in
          Lessor.

     IN WITNESS WHEREOF, the parties hereto have executed this agreement this 28
day of February 2000.

Signed, sealed and delivered In the presence of:

/s/ Marc J. Krug                  LESSOR:
--------------------------
                                   /s/ Robert L. Upchurch
                                   ---------------------------------------
                                   Robert L. Upchurch \President
                                   UPCHURCH-SUTTON, Inc.
                                   1001 Kings Ave., Jacksonville, FL 32207



                                   LESSEE:

/s/ Marc J. Krug                    /s/ Timothy J. Murtaugh
--------------------------         ---------------------------------------
                                   Timothy Murtaugh, CEO
                                   AMERITALKS.COM\Ridethepipe.com
                                   8129 W. Jose Circle, Jacksonville, FL 32217
                                   Personal guarantee:


                                   /s/ Timothy Murtaugh
                                   ---------------------------------------
                                   Timothy Murtaugh\President & CEO


                                      -61-