SANCTUARY OF BOCA, INC.
                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (hereinafter referred to as "Lease") is made and
entered into this 20th day of January, 2000 by and between SANCTUARY OF BOCA,
INC., a Florida Corporation (hereinafter referred to as "Landlord"), with its
principal place of business at 4400 North Federal Highway, Suite 210, Boca
Raton, Florida 33431, and NETMAXIMIZER.COM, INC. (hereinafter referred to as
"Tenant") whose mailing address is 4400 North Federal Highway, Suite 307, Boca
Raton, Florida. 33431.

                                    ARTICLE I
                                    PREMISES

         1.01 Premises. Landlord does lease unto Tenant, and Tenant does hereby
hire and take as Tenant under Landlord the office premises described as Suite
301, the office building known as Sanctuary Tower & Shoppes ("Office Building"),
4400 North Federal Highway, Boca Raton, Florida, consisting of 1332 gross square
feet, (hereinafter known as the "Premises"), upon the terms and conditions set
forth herein.

         1.02 LOCATION OF OFFICE PREMISES: The approximate location of the
premises are depicted in Exhibit "A" attached hereto. For purposes of
calculating net square footage, the premises shall be measured to the interior
face of all exterior glass, and the midpoint of all interior walls separating
the premises from other office space or common area, except in the case of an
end office, measurements shall include the full width of end walls. Landlord may
increase, reduce or change the number, dimensions or locations of the walks,
buildings and parking as Landlord shall deem proper, and reserves the right to
make alterations or additions to, and to build additional suites on, the
building in which the Demised Premises are contained and to add buildings same
or elsewhere in the Office Building.

         The use and occupation by Tenant of the Demised Premises shall include
the right to the non-exclusive use, in common with others, of all such
automobile parking areas, driveways, truck and service courts, walks and other
facilities designated for common use, as have been installed by Landlord, and of
such other and further facilities as may be provided or designated from time to
time by Landlord for common use, subject, however, to the terms and conditions
of this Lease and to reasonable rules and regulations for the use thereof, as
prescribed from time to time by Landlord.

         1.03 CALCULATION OF GROSS SQUARE FOOTAGE. The parties agree that the
square footage determined in Section 1.02 is the "net square footage" of the
leased premises. Such net square footage shall be increased in accordance with
the following formula: Net square footage multiplied by 1.16 equals gross square
footage.

         1.04 ACCEPTANCE OF PREMISES. The Premises are hereby leased to Tenant
subject to: (i) any and all laws, as applicable, now in force hereafter enacted;
and (ii) any title matters of record or otherwise disclosed to Tenant. If
construction of the Premises is completed as of the date this Lease is signed by
the parties, Tenant certifies that it has inspected the Premises and, in
reliance on such inspection, acknowledges and accepts the Premises and the
Office Building, all of which Tenant confirms as being satisfactory. Tenant
further acknowledges that the Premises, including all fixtures, equipment and
furnishings

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contained therein, are in satisfactory or excellent condition and accepts the
Premises in its "AS IS" condition, without requiring Landlord to make any
repairs or replacements thereof. Tenant hereby waives any objection to and
releases Landlord from any liability arising from the condition of the Premises
from and after the date of Lease execution.

         1.05 CONSTRUCTION OF PREMISES. Landlord will, at its sole expense,
perform all work specified to be performed by Landlord more specifically set
forth in Exhibit "B" attached hereto and entitled "Landlord's Improvements".
Tenant will at its sole expense perform all other work necessary to complete the
premises for its business purposes including, without limitation, the work
specified to be performed by Tenant more particularly described in Exhibit "C"
attached hereto as "Tenant's Improvements"; provided however, all of Tenant's
work shall be performed by licensed contractors acceptable to Landlord, in
accordance with its final plans, specifications and drawings furnished to
Landlord, which shall be in compliance with all laws, including applicable
building and zoning codes.

                                   ARTICLE II
                                      TERM

         The term of this Lease shall be twelve (12) months commencing on
February 1, 2000 ("Commencement Date") and ending January 31, 2001 ("Expiration
Date"). At the expiration of the term of the Lease, Tenant will vacate and
surrender the Premises to Landlord in accordance with the terms hereof and said
Premises shall be in broomclean condition.

                                   ARTICLE III
                                      RENT

         3.01 COVENANT TO PAY. Tenant shall pay Rent to Landlord from the
Commencement Date without prior demand, together with all applicable Florida
sales tax thereon as provided by law from time to time; for any Lease Year
greater or less than twelve (12) months shall be prorated on the per diem basis,
based upon the number of days elapsed over 365 - day year. Tenant agrees that
its covenant to pay Rent to Landlord is an independent covenant and that all
such amounts are payable without counterclaim set-off, deductions, abate or
reduction whatsoever, except as expressly provided for in this Lease. If Tenant
has given as payment of rent during the term of this lease, checks which are
returned to Landlord marked insufficient funds or no good for any reason, then
Landlord at Landlord's sole discretion may demand payment from Tenant by bank
check or money order.

         3.02 MINIMUM RENT. Subject to any escalations which may be provided for
in this Lease, Tenant shall pay Minimum Rent for the Term in the initial amount
specified in Exhibit "D" attached hereto, which shall be payable throughout the
Term in monthly installments in advance of the first day of each calendar month
of each year of the Term.

         3.03 PAYMENT OF OPERATING COSTS. In addition to payments of Rent,
Tenant shall pay to Landlord Tenant's Proportionate Share of "Operating Costs"
(defined in Section 4.03 hereof). Tenant's Proportionate Share of the Operating
Costs shall be 8.42%. The amount of the Operating Costs payable to Landlord may
be estimated by Landlord for such period as Landlord determines from time to
time, and Tenant agrees to pay Landlord the amounts so estimated in equal
installments, in advance, on the first day of each month during

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such period. Notwithstanding the foregoing when bills for all or any portion of
Operating Costs so estimated are actually received by Landlord, Landlord may
bill Tenant for Tenant's Proportionate Share thereof, less any amount previously
paid by Tenant to Landlord on account of such item(s) by way of estimated
Operating Costs payments. Within a reasonable period of time after the end of
the period for which estimated payments have been made, Landlord shall submit to
Tenant a statement setting forth the actual amounts payable by Tenant based on
actual costs. If the amount Tenant has paid based on estimates is less than the
amount due based on actual costs, Tenant shall pay Landlord such deficiency
within (5) days after submission of such statement to Tenant. If the amount paid
by Tenant is greater than the amount actually due, the excess may be retained by
Landlord to be credited and applied by Landlord to the next due installment(s)
of Tenant's Proportionate Share of Operating Costs, or as to the final lease
year, provided Tenant is not in default, Landlord will refund such excess to
Tenant or credit such amount to Tenant's next rent payment coming due at
Landlord's option. Tenant's Proportionate Share of actual Operating Costs for
the final estimate period of the Term of this Lease shall be due and payable
even though it may not be finally calculated until after the expiration of the
Term. Accordingly, Landlord shall have the right to continue to hold Tenant's
Security Deposit following expiration of the Term until Tenant's share of actual
Operating Costs has been paid, unless an alternative security (letter of credit
or otherwise) is furnished to the satisfaction of the Landlord.

         3.04 RENT PAST DUE. In the event any installment of Rent is not
received within five (5) days after the due date, a late charge of ten percent
(10%) of the delinquent sum may be charged by Landlord. If any installment of
Rent shall remain overdue for more than fifteen (15) days, an additional late
charge in an amount equal to one and one-half percent (1.5%) per month (18% per
annum) of the delinquent amount may be charged by Landlord, such charge to be
computed for the entire period for which the amount is overdue and which shall
be in addition to and not in lieu of the ten percent (10%) late charge or any
other remedy available to Landlord.

         3.05 SECURITY DEPOSIT. Landlord acknowledges receipt of a Security
Deposit in the amount of $5341.30, to be held by Landlord, without any liability
for interest thereon, as security for the performance by Tenant of all its
obligations under this Lease. In the event of default by Tenant of any of its
obligations under this Lease, Landlord may at its option, but without prejudice
to any other rights which Landlord may have, apply all or part of the Security
Deposit to compensate Landlord for any loss, damage or expense sustained by
Landlord as a result of such default. If all or any part of the Security Deposit
is so applied, Tenant shall restore the Security Deposit to its original amount
on demand of Landlord. Within thirty (30) days following termination of this
Lease, if Tenant is not then in default, the Security Deposit will be returned
by Landlord to Tenant. If Landlord sells its interest in the Premises, it may
deliver the Security Deposit to the Purchaser and Landlord will thereupon be
released from any further liability with respect to the Security Deposit or its
return to Tenant and the purchaser shall become directly responsible to Tenant.

         3.06 NET LEASE. This Lease is a completely net lease to Landlord,
except as otherwise expressly herein stated. Landlord is not responsible for any
expenses or outlays of any nature arising from or relating to the Premises, the
use or occupancy thereof, the contents thereof or the business carried on
therein. Tenant shall pay all costs, expenses, charges, assessments, impositions
and outlays of every nature and kind relating to the Premises except as
expressly herein stated.

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         3.07 NO ABATEMENT OF RENT. Except as specifically provided to the
contrary in this Lease, there shall be no abatement from or reduction of the
Rent due, nor shall Tenant be entitled to damages, losses, costs or
disbursements from Landlord during the Term caused by or on account of the fire,
water or sprinkler systems or the partial or temporary failure or stoppage of
any heating, cooling, lighting, plumbing or other services in or to the Premises
or the Office Building, whether due to Force Majeure or the making of
alterations, repairs, renewals, improvements or structural changes to the
Premises, the Office Building, the equipment or systems supplying the services,
or from any cause whatsoever, provided that the said failure or stoppage is
remedied within a reasonable time.

                                   ARTICLE IV
                        COMMON AREAS AND OPERATING COSTS

         4.01 DESIGNATION. Landlord grants to Tenant and Tenant's Agents, a
non-exclusive license to use the Common Areas in common with others during the
Term, subject to the exclusive control and management thereof at all times by
Landlord, and subject further to the rights of Landlord set forth below.

         4.02 RULES AND REGULATIONS. Landlord shall operate and maintain any
areas designated by Landlord as Common Areas in a manner deemed by Landlord to
be reasonable and appropriate and in the best interests of the Office Building.
Landlord shall have the right, from time to time, to: (i) establish, modify and
enforce reasonable rules and regulations with respect to the Common Areas, and
to impose parking charges therefore; (ii) enter into, modify and terminate
easements, licenses and other agreements pertaining to the use and maintenance
of the Common Areas, and any portions thereof and any additions thereto or
exclusions therefrom; (iii) close any or all portions of the Common Areas to
such extend as may, in the opinion of Landlord, be necessary to prevent a
dedication thereof or to the accrual of any rights by any person or by the
public therein; (iv) temporarily close any portions of the Common Areas; and (v)
do and perform such other acts which relate to, concern or arise out of the
Common Areas and improvements thereon as Landlord shall reasonably determine to
be advisable or necessary. Tenant shall comply with all rules and regulations,
and amendments thereto, adopted by Landlord from time to time, provided such
rules and regulations are not inconsistent with and do not contradict this
Lease. The rules and regulations may differentiate between different types of
businesses in the Office Building; Landlord shall not be responsible to any
Tenant for any non-observance of such rules or regulations by any other Tenant
of the Office Building.

Moving Hours: The Tenant shall not move freight, furniture or bulky matter of
any description into or out of the building between the hours of 9:00 a.m. and
5:00 p.m., Monday through Friday.

         4.03 OPERATING COSTS DEFINED. Operating Costs shall mean any amounts
paid or payable, whether by Landlord or by others on behalf of Landlord, arising
out of Landlord's ownership, maintenance, operation, repair, replacement and
administration of the Office Building, including, without limitation: (a) the
cost of taxes including all costs associated with the appeal of any assessment
on taxes; (b) the cost of insurance which Landlord is obligated or permitted to
obtain under this Lease, including, but not limited to, rent interruption
insurance, and any deductible amount applicable to any claim made by Landlord
under such insurance; (c)

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the cost of security, janitorial, landscaping, window Cleaning, garbage removal
and trash removal services; (d) the cost of heating, ventilating and air
conditioning to the extent incurred with respect to Common Areas or with respect
to any shared systems; (e) the cost of all gas, water, sewer, electricity,
telephone and any other utilities used in the maintenance, operation or
administration of the Office Building; (f) salaries, wages and other amounts
paid or payable for all personnel involved in the repair, maintenance,
operation, leasing, security, supervision or cleaning of the Office Building,
including fringe benefits, unemployment and workmen's compensation insurance
premiums, pension plan contributions and other employment costs, as well as the
cost of engaging independent contractors to perform any of the foregoing
services; (g) auditing, accounting and legal fees and costs; (h) the cost of
repairing, replacing, operating and maintaining the Office Building, and the
equipment serving the Office Building; (i) the cost of the rental of any
equipment and signs (not including Tenant's signage); (j) amortization of the
costs referred to in subsection (h) immediately above to the extent not charged
fully in the year in which they are incurred, all as determined by Landlord in
accordance with sound accounting principles, together with interest on any
unamortized balance of such costs calculated at three percent (3%) per annum
above the "Prime Rate" during the period of calculation, as stated in the Wall
Street Journal, or similar publication in the event the Wall Street Journal
ceases publication; (k) all management fees; (I) administration costs and fees;
(m) capital expenditures which are required by law and/or which result in a
substantial labor or cost saving device or operation, in which case the capital
expenditures shall be amortized over (10) years and included by Landlord to
conduct any environmental tests required by State or Federal Law, including
administrative agencies, or by Landlord.

         4.04 ELECTRICITY. The parties acknowledge that the Premises are
separately metered for electricity and the Tenant shall directly pay Florida
Power and Light for said service.

                                    ARTICLE V
                                 USE OF PREMISES

         5.01 USE. Tenant shall use the Premises exclusively as a general
office, and for no other use or purpose whatsoever. Tenant shall comply with all
laws, ordinances, rules and regulations of applicable governmental authorities
respecting the use, operation and activities of the Premises (including
sidewalks, streets, approaches, drives, entrances and Common Areas which serve
the Premises), and Tenant shall not make, suffer or permit any unlawful,
improper or offensive use of the Premises or such other areas, or any part
thereof, or permit any nuisance thereon. Tenant shall not make any use of the
Premises which would make void or voidable any policy of fire or extended
coverage insurance covering the Premises. Tenant shall use the Premises only for
the purposes stated in this Lease and shall not leave said Premises vacant or
suffer or permit any waste or mistreatment thereof. The Tenant is restricted
from using the demised premises for the purposes of telemarketing. The total
number of occupants in the demised premises is not to exceed more than six
people, at any time during the term of the lease.

         5.02 TENANT'S COVENANTS AS TO USE AND OCCUPANCY.

                  (A) Tenant shall carry on its business on the Premises in a
reputable manner and shall not cause, permit or suffer to be done or exist upon
the Premises anything which shall

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result in a danger, hazard or bring about a breach of any provision of this
Lease or any applicable law.

                  (B) Tenant shall be prohibited from conducting any use, or
making any modification, which would in any manner (i) violate any certificate
of occupancy, or similar governmental approval, (ii) cause structural injury to
all or any part of the Premises or to any improvements constructed thereon, or
(iii) constitute a public or private nuisance.

                  (C) Tenant shall not use the Premises, any traveling or
flashing lights or signs or any loud speakers, television, phonographs, radio or
other audio-visual or mechanical devices in a manner so that they can be heard
or seen outside the Premises without obtaining in each case prior written
consent of Landlord. If Tenant uses any such equipment without receiving the
prior written consent of Landlord, Landlord shall be entitled to remove such
equipment without notice at any time and at the cost of Tenant payable as
Additional Rent forthwith on demand.

                  (D) Tenant shall not burn any trash or garbage in or about the
Premises or anywhere else in the Office Building, nor cause, permit or suffer
upon the Premises or anywhere else in the Office Building any unusual or
objectionable noises or odors or anything which may disturb the enjoyment of the
Office Building and all the Common Areas and facilities thereof by other
tenants, customers and invitees of the Office Building, or any adjacent property
owners.

                  (E) Tenant shall not keep or display any merchandise which in
any manner shall obstruct the Common Areas, and shall not sell, advertise,
conduct or solicit business within the Office Building other than in the
Premises. Tenant shall not cause, permit or suffer any machine selling
merchandise, services or entertainment, including vending machines or other
machines operated by coins to be present on the Premises without prior written
consent of Landlord.

                  (F) Tenant shall not overload any floor in the Premises, or
any utility or service or commit any act of waste or damage any part of the
Premises.

                  (G) Tenant shall (i) ship and receive supplies, fixtures,
equipment, furnishing, wares and merchandise only through the appropriate
service and delivery facilities provided by Landlord, (ii) not park its trucks
or other delivery vehicles or allow suppliers or others making deliveries to or
receiving shipments from the Premises to park in the parking areas, except in
those parts thereof as may from time to time be allocated by Landlord for such
purpose.

                  (H) Tenant shall not store or bring on the Premises any
articles of any combustible, toxic or dangerous nature and shall at all times
keep the Premises in such condition as to comply with all laws. Tenant shall
keep and maintain on the Premises all safety apparatus or appliances required by
law. Tenant shall not cause, permit or suffer any act, occurrence, or series of
acts or occurrences upon the Premises which shall cause the rate of insurance on
the Premises and/or Office Building, or any part thereof, to be cancelled,
result in an increase in the Premises for coverages of same or preclude the
obtaining of such insurance.

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                                   ARTICLE VI
                                ACCESS AND ENTRY

         6.01 Right of Access. Landlord reserves the right to enter the Premises
at all reasonable times (and in emergencies at all times) in order to: (i) make
such repairs, alterations or improvements to the Office Building as Landlord
considers necessary or desirable; (ii) have access to underfloor facilities and
access panels to mechanical shafts; (ii) check, calibrate, adjust and balance
controls and other parts of the heating, air conditioning, ventilating and
climate control systems; and (iv) install, maintain, repair or replace pipes,
ducts, conduits, vents and wires leading in, through, over or under the
Premises. Tenant shall not unduly obstruct any pipes, conduits or mechanical or
other electrical equipment so as to prevent reasonable access thereto. Landlord
further reserves unto itself the right to use all exterior walls and roof area.
Landlord shall exercise its rights under this Section 6.01, to the extent
possible in each circumstance, in a manner which minimizes interference with
Tenant's use and enjoyment of the Premises, including Tenant's decorations or
operations within the Premises. Rent will not abate or be reduced while the
maintenance, repairs, alterations, installations, replacements or improvements
are being made.

         6.02 Right to Show Premises. Landlord and Landlord's Agents have the
right to enter the Premises at all reasonable times to show them to prospective
purchasers or mortgagees and, during the last six {6) months of the Term (or the
last six (6) months of any renewal term if this Lease is renewed), to show the
Premises then to prospective tenants.

         6.03 Entry not Forfeiture. No entry into the Premises by Landlord
pursuant to a right granted by this Lease shall constitute a breach of any
covenant for quiet enjoyment, or (except where expressed by Landlord in writing)
shall constitute a retaking of possession by Landlord or forfeiture of Tenant's
rights hereunder.

                                   ARTICLE VII
                      MAINTENANCE, REPAIRS AND ALTERATIONS

         7.01 Maintenance and Repairs by Landlord. Landlord covenants to keep
the following in good order, repair and condition: (i) the structure of the
Office Building, including all of the exterior walls, structural columns, beams,
joists, footings and stem walls and roofs; (ii) the mechanical, electrical, and
other bases building systems (except such as may be installed by or be the
property of Tenant), and (iii) the entrances, sidewalks, corridors, parking
areas and other facilities from time to time comprising the Common Areas. The
cost of such maintenance and repairs shall be included in Operating Costs. So
long as Landlord is acting in good faith, Landlord shall not be responsible for
any damages caused to Tenant by reason of failure or equipment or facilities
serving the Office Building or delays in the performance of any work for which
Landlord is responsible pursuant to this Lease.

         7.02 Maintenance and Repairs by Tenant. Tenant shall, at its sole cost,
maintain the Premises, in good order, condition and repair, exclusive of base
building mechanical, plumbing and electrical systems, all to a standard
consistent with a first class Office Building, with the exception only as those
which are the obligation of Landlord set forth in Section 7.01 above. All
repairs and maintenance performed by Tenant in the Premises shall be performed
by contractors or workmen designated or approved by Landlord. At the expiration
or earlier

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termination of the Term, Tenant shall surrender the Premises to Landlord in as
good condition and repair as Tenant is required to maintain the Premises
throughout the Term.

         7.03 Approval of Tenant's Alterations. Tenant shall have the right to
make non-structural interior alterations to the Premises which are not visible
from outside the Premises (excluding electrical, mechanical and HVAC
alterations). Tenant shall submit to Landlord details of the proposed work
including drawings and specifications prepared by qualified architects or
engineers conforming to good engineering practice. All such alterations shall be
performed: (i) at the sole cost of Tenant; (ii) by contractors and workmen
approved in writing by Landlord; (iii) in a good and workmanlike manner; (iv) in
accordance with drawings and specifications approved in writing by Landlord; (v)
in accordance with all applicable laws; (vi) subject to the reasonable
regulations, supervision, control and inspection of Landlord; and (vii) subject
to such indemnification against liens and expenses as Landlord reasonably
requires. If any alterations would affect the structure of the Office Building
or any of the electrical, plumbing, mechanical, heating, ventilating or air
conditioning systems or other base building systems, Landlord shall, at the
option of Landlord, but not the obligation of Landlord, perform such work at
Tenant's cost. In such cases, Tenant shall be required to pay Landlord upon
demand, as Additional Rent, an amount equal to the costs of Landlord making such
repairs, together with an administrative fee equal to fifteen percent (15%) of
such costs.

         7.04 Repair Where Tenant at Fault. Notwithstanding any other provisions
of this lease, if any part of the Office Building is damaged or destroyed or
requires repair, replacement or alteration as a result of the act or omission of
Tenant or Tenant's Agent, Landlord shall have the right to perform same and the
cost of such repairs, replacement or alterations, plus an administration fee
equal to fifteen percent (15%) of such costs, shall be paid by Tenant upon
demand by Landlord, as Additional Rent.

         7.05 Removal of Improvements and Fixtures. All Leasehold Improvements,
other than trade fixtures, shall immediately upon their placement in the
Premises become Landlord's property without compensation to Tenant. Except as
otherwise agreed by Landlord in writing, no Leasehold Improvements shall be
removed from the Premises by Tenant either during or at the expiration or sooner
termination of the Term except that: (a) Tenant may, during the Term, in the
usual course of its business, remove its trade fixtures, provided that Tenant is
not in default under this Lease; and (b) Tenant shall, at the expiration or
earlier termination of the Term, at its sole cost, remove such of the Leasehold
Improvements and trade fixtures in the Premises as Landlord shall require be
removed and restore the Premises to Landlord's then current Office Building
standard to the extent required by Landlord. Tenant shall at its own expense
repair any damage caused to the Office Building by such removal. If Tenant does
not remove its trade fixtures at the expiration or earlier termination of the
Term, the trade fixtures shall, at the option of Landlord, become the property
of Landlord and may be removed from the premises and sold or disposed of by
landlord in such manner as it deems advisable without any accounting to Tenant.

         7.06 Liens. Tenant shall promptly pay for all materials supplied and
work done in respect of the Premises so as to ensure that no lien is recorded
against any portion of the real property upon which the Office Building is
erected or against Landlord's or Tenant's interest therein. If a lien is so
recorded, Tenant shall discharge it promptly by payment or bonding. If any such
lien against the Office Building or Landlord's interest therein is recorded and
not discharged to Tenant as above required within fifteen (15) days following
recording, Landlord

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shall have the right to remove such lien by bonding or payment and the cost
thereof shall be paid immediately from Tenant to Landlord. Tenant has no right
or authority to create any mechanics' or materialmen's lien on the Office
Building or Landlord's interest therein and Tenant in compliance with Section
713.10, Florida Statutes, shall provide written notice (and provide written
acknowledgment thereof to Landlord) to all suppliers of labor or materials, as
well as all contractors and subcontractors, as applicable, prior to ordering
such labor or materials or executing any agreement for construction of Leasehold
Improvements.

                                  ARTICLE VIII
                              OFFICE BUILDING HOURS

         Except for New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas the Common Areas of the Office Building shall be
open for business from 8:00 a.m. to 6:00 p.m., Monday through Friday. Tenant's
access shall be accommodated by the Office Building security system at all other
times.

                                   ARTICLE IX
                              INDEMNITY; INSURANCE

         9.01 INDEMNIFICATION. Each party agrees to indemnify and hold the other
harmless from and against any and all loss, damage, claim, demand, liability or
expense by reason of any damage or injury to persons (including loss of life) or
property which may arise or become claimed to have arisen as a result of or in
connection with the indemnifying party's (i) improvement, occupancy or use of
the Premises or Office Building or its site, or (ii) failure to conscientiously
and promptly perform any of its obligations under this Lease.

         9.02 Insurance. Tenant shall, at its sole expense, provide and maintain
in force during the entire term of this Lease, and any extension or renewal
hereof, public liability insurance with limits of coverage not less than One
Million Dollars ($1,000,000.00) (for death or bodily injury for any one
occurrence) and One Million Dollars ($1,000,000.00) for any property damage or
loss from any one accident. Each such policy of insurance shall name as the
insured thereunder both the Landlord and Tenant. Each such liability insurance
policy shall be of the type commonly known as Owner's, Landlord's and Tenant's
insurance and shall be obtained from a company reasonably satisfactory to both
parties.

         9.03 Builder's Risk Insurance. At the times during which construction
is being performed within or upon the Premises by Tenant, whether during initial
construction or thereafter at any time, Tenant shall provide builder's risk
insurance with such reasonable limits as Landlord shall from time to time
require, and any such policy or insurance shall have as named insured thereunder
both Landlord and Tenant. Further, Tenant shall maintain at all times during the
term of the Lease, Workmen's Compensation and Employer's Liability insurance at
legally required levels for the benefit of all employees entering upon the site
as a result of or in connection with their employment by Tenant or Tenant's
general contractor.

         The original of each policy of insurance required of Tenant from time
to time by this Lease, or a certificate or certified duplicate thereof, issued
by the insurer or insuring organization, shall be delivered by Tenant to
Landlord (i) on or before thirty (30) days prior to

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occupancy of the Premises by Tenant during the original and any renewed or
extended term hereof, and (ii) again at ten (10) days prior to the lapse or
expiration or termination of any prior policy which would otherwise occur during
such term, renewal or extension.

                                    ARTICLE X
                                    CASUALTY

         In the event any improvements on the Office Building site are rendered
untenantable by fire or other casualty, Landlord shall have the option of
terminating this Lease or rebuilding, and in such event written notice of the
election by Landlord shall be given to Tenant within thirty (30) days after the
occurrence of such casualty. In the event Landlord elects to rebuild, (1)
Landlord shall not be obligated to rebuild the Tenant's or any other Tenant
Improvements; and (2) the affected portions of the Office Building shall be
restored, as nearly as practicable in Landlord's reasonable judgment, to their
former condition, exclusive of Tenant Improvements, within a reasonable time,
during which time no payment of rent or other sum due hereunder from Tenant to
Landlord shall abate unless and until Tenant's space shall have continued
untenantable for at least thirty (30) days after (and as a result of) such
casualty. In the event (i) Landlord fails to give timely notice of its election
to rebuild, or (ii) Landlord fails to rebuild so that Tenant's Improvements can
be replaced within six (6) months of such casualty, the term of this Lease shall
then expire and this Lease and all options and rights under-it shall be of no
further force or effect and Landlord shall be entitled to sole possession of the
Premises, and Landlord shall not be obligated to reimburse the Tenant for the
value or cost of its improvements, or for any expense or damage incident to such
casualty or such election.

                                   ARTICLE XI
                      ASSIGNMENT; SUBLETTING AND TRANSFERS

         11.01 Assignments, Subleases end Transfers. Tenant shall not enter
into, consent to or permit any transfer of this Lease without the prior written
consent of Landlord in each instance, which consent shall not be unreasonably
withheld, but shall be subject to Landlord's rights under the following Sections
11.02 and 11.03.

         11.02 Landlord's Right to Consent. If Tenant intends to effect a
transfer, tenant shall give prior notice to Landlord of such intent specifying
the identity of the Transferee and providing such financial, business or other
information relating to the transfer, the proposed Transferee and its principals
as Landlord or any mortgagee requires, together with copies of sufficient
documents to evidence the particulars of the proposed transfer, including the
total consideration to be paid by the Transferee. Landlord shall, within thirty
(30) days after having received such notice and all requested information,
notify Tenant either that it consents or does not consent to the transfer in
accordance with the provisions and qualifications of this Article XI. If
Landlord fails to timely give any notice, Landlord shall be deemed to have
refused consent to the transfer.

         11.03    Conditions of Transfer.

                  (A) If there is a permitted transfer, Landlord may collect
Rent from the Transferee and apply the net amount collected to the Rent required
to be paid pursuant to this

                                       10
<PAGE>



Lease, but no acceptance by Landlord of any payments by a Transferee shall be
deemed a waiver of any provisions hereof regarding Tenant. Any consent by
Landlord shall be subject to Tenant and Transferee executing an agreement with
Landlord agreeing: (i) that the Transferee will be bound by all of the terms of
this Lease as if such Transferee had originally executed this Lease as tenant,
and (ii) to amend this Lease to incorporate such terms, covenants, and
conditions as are necessary so that this Lease will be in accordance with
Landlord's standard form of Lease in use for the Office Building at the time of
the transfer, and so as to incorporate therein any conditions imposed by
Landlord in its consent to such transfer and such further conditions as may be
required by the provisions of this Section 11.03.

                  (B) Notwithstanding any transfer permitted or consented to by
Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if
applicable) shall be jointly and severally liable with the Transferee under this
Lease and shall not be released from performing any of the terms of this Lease.

                  (C) Notwithstanding the effective date of any permitted
transfer as between Tenant and the Transferee, all Minimum Rent for the month in
which such effective date occurs shall be paid by Tenant so that Landlord will
not be required to accept partial payments of Minimum rent for such month from
either Tenant or Transferee.

         11.04 Change of Control. Tenant shall make available to Landlord or its
representatives all of its corporate, partnership, trust or other similar
records, as the case may be, for inspection at all reasonable times, in order to
ascertain whether there has been any change of control of Tenant.

         11.05 Assignment by Landlord. Landlord shall have the unrestricted
right to sell, lease, convey, encumber or otherwise dispose of the Office
Building or any part thereof and this Lease or any interest of the Landlord in
this Lease. To the extent that the purchaser, assignee or secured party from
Landlord assumes the obligations of Landlord under this Lease, Landlord shall
thereupon and without further agreement be released of all liability under this
Lease.

                                   ARTICLE XII
                                     DEFAULT

         12.01 Defaults. A default by Tenant shall be deemed to have occurred
hereunder, if and whenever: (a) any Minimum Rent is in arrears by the fifth of
the month, whether or not any notice or demand for payment has been made by
Landlord; (b) any Additional Rent is in arrears and is not paid within five (5)
days after written demand by Landlord; (c) Tenant has breached any of its
obligations in this Lease (other than the payment of Rent) and Tenant fails to
remedy such breach within fifteen (15) days (or such shorter period as may
provided in this Lease), or if such breach cannot reasonably be remedied within
fifteen (15) days (or such shorter period), if Tenant fails to immediately
commence to remedy and thereafter proceed diligently to remedy such breach, in
each case after notice in writing from Landlord; then Tenant will be in default
of this Lease; (d) Tenant or any Guarantor becomes bankrupt or insolvent or
makes any proposal, assignment or arrangement with its creditors, or any steps
are taken or proceedings commenced by any person for the dissolution, winding-up
or other termination of Tenant's existence or the liquidation of its assets; (e)
a trustee, receiver, or like person is appointed with respect to the business or
assets of Tenant or any Guarantor; (f) Tenant makes a sale in bulk of all or a
substantial portion of its assets other than in conjunction with a transfer
approved by

                                       11
<PAGE>



Landlord; (g) this Lease or any of Tenant's assets are taken under a writ of
execution; (h) Tenant proposes to make a transfer other than in compliance with
the provisions of this Lease; (i) Tenant abandons or attempts to abandon the
Premises or the Premises become vacant, unoccupied or not open for business
during the required hours pursuant to Article VIII hereof, for a period of five
(5) consecutive days or more without the consent of Landlord; (j) any of
Landlord's policies of insurance with respect to the Office Building are
actually or threatened to be cancelled or adversely changed as a result of any
use or occupancy of the Premises; or (k) any obligations of Tenant or any
Guarantor owing to Landlord, whether or not related to this Lease and however
arising (whether by operation of law, contract, acquired or otherwise) shall be
in default. (I) The Tenant is restricted from using the demised premises for the
purposes of telemarketing. The total number of occupants in the demised premises
is not to exceed more than six people, at any time during the term of the lease.

         12.02 Remedies. In the event of any default hereunder by Tenant, then
without prejudice to any other rights which it has pursuant to this Lease or at
law or in equity, Landlord shall have the following rights and remedies, some or
all of which may be exercised by Landlord:

                  (A) Landlord may terminate this Lease by notice to Tenant and
retake possession of the Premises for Landlord's account.

                  (B) Landlord may enter the Premises as agent of Tenant to take
possession of any property of Tenant on the Premises, to store such property at
the expense and risk of Tenant or sell or otherwise dispose of such property in
Such manner as Landlord may see fit without notice to Tenant, which shall be
credited towards any Rent owed Landlord pursuant hereunder.

                  (C) Landlord may re-take possession of the Premises for the
account of Tenant and recover from Tenant all of Landlord's damages incurred by,
due to, or arising out of Tenant's default and Landlord's retaking of
possession. If this remedy is elected by Landlord, Landlord's damages shall be
the value of the Premises for the remaining Term of this Lease after Tenant's
default. For the purposes of computing the "value" of the unexpired Lease Term,
each Lease Year of the unexpired Term shall be deemed to increase five percent
(5%) per year. The amount so calculated shall be added to it all sums owing to
Landlord which have accrued prior to Tenant's default, plus all of Landlord's
costs, direct and consequential, of re-taking possession, preparing the Premises
for re-rental, and re-renting the Premises. If the Premises are not re-rented at
the time Landlord brings its action for damages under this provision, or if the
term of the re-rental is for a period less than the remaining Term of this Lease
and therefore additional re-rentals may be required to fill the remaining Term,
then in either case Landlord shall make a reasonable estimate of such costs and
such estimate shall be binding on the parties. The costs referred to above shall
include, but not be limited to, legal fees, cleaning, painting, re-fixturing,
partitioning, repairs, advertising, lease commissions and an administrative fee
to Landlord equal to fifteen percent (15%) of all the costs referred to in this
Subsection 12.02(C).

                  (D) Landlord may remedy or attempt to remedy any default of
Tenant under this Lease for the account of Tenant and to enter upon the Premises
for such purposes. Landlord shall not be liable to Tenant for any loss or damage
caused by acts of Landlord in

                                       12
<PAGE>



remedying or attempting to remedy such default and Tenant shall pay to Landlord
all expenses incurred by Landlord in connection with remedying or attempting to
remedy such default.

                  (E) Landlord may recover from Tenant all damages and expenses
incurred by Landlord as a result of any breach by Tenant.

                  (F) Landlord may accelerate all Rent for the entire Term.

                  (G) At the conclusion of the tenancy described herein for any
reason whatsoever, tenant shall cause its telephone lines to be removed from the
landlord's switchboard and trunk system. In the event tenant fails to arrange
for removal of said telephone lines, it hereby appoints landlord as its agent
and authorized representative for the purpose of coordinating with Bell South
and any other carrier for the removal of said lines and directs the carrier to
accept the authorization set forth herein.

         12.03 Costs/Attorney's Fees. In any dispute or litigation between the
parties hereto, the prevailing party shall be entitled to recover all costs
incurred in such action, including attorney's fees at all levels, from the
non-prevailing party.

         12.04 Allocation of Payments. Landlord may at its option apply any sums
received from Tenant against any amounts due and payable by Tenant under this
Lease in such manner as Landlord sees fit and regardless of the express purpose
for which the tender was made and notwithstanding any endorsement placed on the
check by which payment is made.

                                  ARTICLE XIII
                          ATTORNMENT AND SUBORDINATION

         13.01 Estoppel Certificate. At any time and from time to time, upon not
less than ten (10) days prior notice by Landlord, the "Superior Lessor," or the
"Superior Mortgagee" (as both are herein after defined) to Tenant, Tenant shall
comply with, execute, acknowledge and deliver in writing addressed to such party
as designated by Landlord or the Superior Lessor or the Superior Mortgagee, as
the case may be (hereinafter collectively called the "Requesting Party"),
certifying to the following: (i) that this Lease is unmodified and in full force
and effect, or if there have been modifications, that the Lease is in full force
and effect, as modified, and stating the modifications; (ii) whether the Term
has commenced and Minimum Rent, and Additional Rent have become payable
hereunder and, if so, the dates to which they have been paid; (iii) whether or
not Landlord is in default in performance of any of the terms of this Lease, and
if so, specifying each such default of which the signor may have knowledge; (iv)
whether Tenant has accepted possession of the Premises; (v) whether Tenant has
made any claim against Landlord under this Lease and, if so, the nature thereof
and the dollar amount, if any, of such claim; (vi) whether there are any offsets
or defenses existing against enforcement of any of the terms of this Lease upon
the part of Tenant to be performed, and, if so, specifying same; (vii) either
that Tenant does not know of any default in the performance of any provisions of
this Lease or specifying any default of which Tenant may have knowledge and
stating what action is taken or proposes to take with respect thereto; (viii)
that, to the best knowledge of Tenant, there are no proceedings pending or
threatened against Tenant before or by a court or administrative agency which,
if adversely decided, would materially and adversely effect the financial
condition or operations of Tenant, or, if any such proceedings are pending or
threatened to the best

                                       13
<PAGE>



knowledge of Tenant, specifying and describing same; and (ix) such further
information with respect to the Lease or the Premises as the Requesting Party
may reasonably request or require, it being intended that any such statement
delivered pursuant to this Section 13.01 may be relied upon by any prospective
purchaser of the Office Building or any part thereof or the interest of Landlord
in any part thereof, by any prospective Superior Mortgagee or any prospective
Superior Lessor, or by any prospective assignees of such parties. The failure of
Tenant to provide a complete statement in accordance with the provisions of this
Section 13.01 within the required ten (10) day period shall constitute a default
hereunder.

         13.02 Subordination. This Lease and all rights of Tenant hereunder are
and shall be subject and subordinate in all respects to (i) all present and
future ground leases, operating leases, superior leases, overriding leases and
underlying leases and grants of term of the land and buildings constructed
thereon, including the Office Building or any portion thereof (hereinafter
collectively referred to as a "Superior Lease,") and (ii) all mortgages, deeds
of trust, deeds to secure debt and building loan agreements, including leasehold
mortgages and consolidation agreement, which may now or hereafter effect the
Office Building, or any portion thereof, including all future advances made
thereunder (hereinafter collectively referred to as the "Superior Mortgage")
whether or not the Superior Mortgage covers any other lands or buildings. All
references hereunder to Superior Leases shall refer to the lessor at the time of
execution of a Superior Lease, while each reference to Superior Mortgagee shall
mean the holder at any time of a Superior Mortgage, as well as each of their
respective successors and assigns. The provisions of this Section 13.02 shall be
self-operative and no further instrument of subordination shall be required. If
any Requesting Party shall seek confirmation of such subordination, Tenant shall
promptly execute and deliver, at its own cost and expense, an instrument, in
recordable form, to evidence such subordination; if Tenant fails to execute,
acknowledge or deliver any such instrument within ten (10) days after request
therefor, Tenant hereby irrevocable constitutes and appoints Landlord as
Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge and
deliver any such instruments for and on behalf of Tenant. Tenant shall not
cause, permit or suffer anything to be done which would constitute a default
under any Superior Mortgage or Superior Lease or cause the Superior Lease to be
terminated or forfeited by virtue of any rights of termination or forfeiture
reserved or vested in the Superior Lease.

         13.03 Attornment. If, at any time prior to the termination of this
Lease, the Superior Lessor or Superior Mortgagee, or their successors or assigns
acquire the interest of Landlord under this Lease through foreclosure action or
a deed-in-lieu thereof, whereby the Superior Lessor or Superior Mortgagee
succeeds to the rights of Landlord under this Lease through possession or
foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at
the election and upon request of any such party (hereinafter called the
"Successor Landlord"), to attorn fully and completely from time to time, and to
recognize any such Successor Landlord as Tenant's landlord under this Lease upon
the executory terms of this Lease; provided, however, such Successor Landlord
shall agree in writing to accept Tenant's attornment. The foregoing provisions
of this Section 13.03 shall inure to the benefit of any such Successor Landlord,
shall apply notwithstanding that, as a matter law, this Lease may terminate upon
the termination of a Superior Lease, shall be self-operative upon any such
demand, and no further instrument shall be required to give effect to said
provisions. Tenant, however, upon demand of any such Successor Landlord, agrees
to execute any instruments to evidence and confirm the foregoing provisions of
this Section 13.03, satisfactory to any such Successor Landlord, acknowledging
such attornment and setting forth the terms and conditions of its tenancy and

                                       14
<PAGE>



Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to
execute any such instrument for and on behalf of Tenant, such appointment being
coupled with an interest.

                                   ARTICLE XIV
                                  CONDEMNATION

         In the event the title to all or part of the Office building shall be
condemned or taken, and if in the opinion of Landlord, (i) the property should
be restored or used in such a way as to alter the use of the Premises
materially, or (ii) it is economically unfeasible to restore all or part of the
Office Building after such taking, Landlord may terminate this Lease and the
term and estate hereby granted shall expire on the date specified in the notice
of termination (but not less than sixty (60) days after the giving of such
notice) as fully and completely as if such date were the date hereinabove set
forth for the expiration of the Term of this Lease, and the Rent hereunder shall
be apportioned as of said date.

         Landlord reserved unto itself, and Tenant assigns to Landlord, all
right to damages accruing on account of any taking or condemnation of any part
of the office building or any improvements on it, or by reason of any act of any
public or quasi-public authority for which damages are payable under their
applicable law. Landlord does not reserve to itself, and Tenant does not assign
to Landlord, any damages payable to the taking of personal property installed on
the Premises by Tenant at its cost and expense which is not to pass to Landlord
at the end of this Lease, for relocation of Tenant's business, or for its lost
profits. Tenant agrees to execute such instrument or assignments as may be
desired or required by Landlord to exercise its rights hereunder; if reasonably
requested by Landlord, to join with Landlord in any petition for the recovery of
damages; and to forthwith turn over to Landlord any such damages to which
Landlord is entitled but which may be received by Tenant.

                                   ARTICLE XV
                               GENERAL PROVISIONS

         15.01 Quiet Enjoyment. Tenant, upon paying the Rent, charges and other
sums reserved hereunder, and performing and observing all of the other terms,
covenants and conditions of this Lease set forth herein, shall peaceably and
quietly have, hold and enjoy the Premises during the Term without hindrance by
Landlord or any other person lawfully claiming through or under Landlord,
subject, however, to the terms of this Lease, and of any Superior Lease or
Superior Mortgage, if applicable, and such other agreements and encumbrances to
which this Lease may be subordinate. This covenant shall be construed as a
covenant running with the land and shall not be construed as a personal covenant
or obligation of the landlord.

         15.02 Holding Over. If Tenant remains in possession of the Premises
after the end of the Term hereof, there shall be no tacit renewal of this Lease,
and Tenant shall be deemed to be a tenant at sufferance. In such event, Tenant
shall pay to Landlord, for each day Tenant remains in possession of the Premises
without the written consent of Landlord, an amount equal to the Rent for the
last twelve (12) months of the Term, divided by 365-days, and then multiplied by
two. Such amount shall accrue and be due and payable on a daily basis commencing
on the first day following the end of the Term and terminating on the day that
either (i) possession of the Premises is restored to Landlord, or (ii) a new
lease is entered into

                                       15
<PAGE>



between Landlord and Tenant. All other obligations of Tenant under this Lease,
other than the payment of Rent (which is payable in accordance with the
foregoing calculation) shall be applicable to Tenant during the period the
Tenant is a Tenant at sufferance.

         15.03 Waiver. If either Landlord or Tenant excuses or condones any
default by the other of any obligation under this Lease, this shall not be a
waiver of such obligation in respect to any continuing or subsequent default and
no such waiver shall be implied.

         15.04 Recording. Neither Tenant nor anyone claiming under Tenant shall
record this Lease or any memorandum hereof in any public records without the
prior written consent of Landlord.

         15.05 Notices. Any notice, consent or other instrument required or
permitted to be given under this Lease shall be in writing and shall be
delivered in person, or sent by certified mail, return receipt requested,
postage prepaid, or by Federal Express or similar overnight courier service,
addressed (a) if to Landlord, at the address set forth in the introductory
paragraph of this Lease; and (b) if to Tenant, at the Premises. Any such notice
or other instruments shall be deemed to have been given and received on the day
upon which personal delivery is made or, if mailed, then forty-eight (48) hours
following the date of mailing. Either party may give notice to the other of any
change of address and after the giving of such notice, the address therein
specified is deemed to be the address of such party for the giving of notices.
If postal service is interrupted or substantially delayed, all notices or other
instruments shall be delivered in person, or by Federal Express, or similar
overnight courier service.

         15.06 Liability of Landlord. Tenant shall look solely to Landlord's
estate and interest in the Office Building and the rentals therefrom for the
satisfaction of any right of Tenant for the collection of a judgement or other
judicial process or arbitration award requiring the payment of money by
Landlord, subject, however, to any prior rights of any Mortgagee, and no other
property or assets of Landlord, Landlord's Agents, including all of Landlord's
general partners, incorporators, shareholders, officers, directors, or other
principals, disclosed or otherwise, or affiliates, shall be subject to levy,
lien, execution, attachment or other enforcement procedure for the satisfaction
of Tenant's rights and remedies under or with respect to this Lease, the
relationship of Landlord and Tenant hereunder, or under Law, including Tenant's
use and occupancy of the Premises, or any liability of Landlord to Tenant. The
limitation of Landlord's liability under this Section 15.06 shall be absolute
and without exception, and shall survive the expiration or earlier termination
of this Lease.

         15.07 Waiver of Jury Trial. Tenant hereby knowingly, voluntarily and
intentionally waives any right it might have to a trial by jury in respect of
any litigation, including, without limitation, any claims, cross-claims, or
third party claims, arising out of, under, or in connection with this lease, or
the transaction contemplated herein. Tenant hereby certifies that no
representative or agent of landlord or its counsel has represented, expressly or
otherwise, that landlord would not, in the event of such litigation, seek to
enforce this waiver of right to jury trial provision. Tenant acknowledges that
landlord has been induced to enter into this lease by, inter alia, the
provisions of this Section 15.07.

         15.08 Radon Gas. In compliance with Section 404.056, Florida Statutes,
Tenant is hereby made aware of the following: Radon gas is a naturally occurring
radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to

                                       16
<PAGE>



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.

         15.09 Successors. The rights and liabilities created by this Lease
extend to and bind the successors and assigns of Landlord and the heirs,
executors, administrators and permitted successors and assigns of Tenant. No
rights, however shall inure to the benefit of any Transferee unless the
provisions of Article XI are complied with.

         15.10 Joint and Several Liability. If there is at any time more than
one Tenant or more than one person constituting Tenant, their covenants shall be
considered to be joint and several and shall apply to each and every one of
them.

         15.11 Captions and Section Numbers. The captions, section numbers,
article numbers and table of contents appearing in this Lease are inserted only
as a matter of convenience and in no way affect the substance of this Lease.

         15.12 Extended Meanings. The words "hereof," "hereto," and "hereunder"
and similar expressions used in this Lease relate to the whole of this Lease and
not only to the provisions in which such expressions appear. This Lease shall be
read with all changes in number and gender as may be appropriate or required by
the context. Any reference to Tenant includes, where the context allows, the
employees, agents, invitees and licensees of Tenant and all others whom Tenant
might reasonably be expected to exercise control. This Lease has been fully
reviewed and negotiated by each party and their counsel and shall not be more
strictly construed against either party.

         15.13 Partial Invalidity. All of the provisions of this Lease are to be
construed as covenants even though not expressed as such. If any such provision
is held or rendered illegal or unenforceable it shall be considered separate and
severable from this Lease and the remaining provisions of this Lease shall
remain in force and bind the parties as though the illegal or unenforceable
provision had never been included in this Lease.

         15.14 Entire Agreement. This Lease and the Exhibits, if any, attached
hereto are incorporated herein and set forth the entire agreement between
Landlord and Tenant concerning the Premises and there are no other agreements or
understandings between them. This Lease and its Exhibits may not be modified
except by agreement in writing executed by Landlord and Tenant.

         15.15 Governing Law. This Lease shall be construed in accordance with
and governed by the laws of the State of Florida, without giving effect to
principals of conflict of laws, except where specifically preempted by Federal
Law.

         15.16 Time. Time is the essence of this Lease. Any time period herein
specified of five (5) days or less shall mean business days; any period in
excess of five (5) days shall mean calendar days.

         15.17 No Partnership. Nothing in this Lease creates any relationship
between the parties other than that of lessor and lessee and nothing in this
Lease constitutes Landlord a partner of Tenant or a joint venturer or member of
a common enterprise with Tenant.

                                       17
<PAGE>



         15.18 Accord and Satisfaction. No endorsement or statement on a check
or letter accompanying any check or payment by Tenant to Landlord shall be
deemed an accord and satisfaction or a release of liability, and Landlord may
accept such check or payment without prejudice to Landlord's rights to recover
the balance of all sums due to Landlord hereunder, or to pursue any other remedy
set forth in this Lease of granted by law or in equity.

         15.19 Counterparts. This Lease may be executed in several counterparts,
each of which shall be deemed an original, and all such counterparts shall
together constitute one and the same instrument.

         15.20 Parking. Sanctuary Tower & Shoppes provides an abundance of
parking in the front, rear and both the north and south sides of the property.
The Monday-Friday parking spaces in the front of the property have been reserved
for the exclusive use of the retail tenant's customers. All Office Tower,
Executive Suites, Sanctuary Suites and Retail Tenants and affiliates are
required to park in the other surrounding parking spaces located in the rear,
north and south sides of the property. Covered garage parking is available at a
charge of $20.00 per month. The parking use is monitored by management and a
charge of $25.00 per car per incident will be assessed as additional rent for
violating the parking requirements.

         15.21 Broker. Tenant acknowledges that it has not been shown any space
at Sanctuary Tower & Shoppes, 4400 N. Federal Highway, Boca Raton, FL 33431 by
any Real Estate Broker.

         15.22 In addition to the security deposit referred to in paragraph 3.05
of the Lease Agreement, Landlord acknowledges receipt from tenant of the
following sums:

                             First Month's Rent: $0

         15.23 Right To Renew. Provided that Tenant is in good standing and has
performed all of the terms and conditions under this Lease, the Tenant shall
have the option to extend the Lease Term for an additional twelve (12) months at
the same terms and conditions of this Lease by giving Landlord four (4) months
advance written notice prior to the Lease expiration. Said notice shall be
delivered by certified mail, return receipt requested. Lessee's failure to
timely deliver written notice shall be deemed a waiver and release of this
option to extend the Lease term. Time is of the essence. The base rent for the
renewal period will be:

         February 1, 20001 through January 31, 20002 $1981.95 per month plus FL
State Sales Tax.

                                       18
<PAGE>



         EXECUTED as of the day and year first above written.


WITNESSES:                              LANDLORD:
                                        SANCTUARY OF BOCA, INC.


/s/ Maria C. Mitchell                   By: /s/ Ms. Elaine Prince
-----------------------------               ------------------------------------

Maria C. Mitchell                           Name and Title: Vice President
-----------------------------                               --------------------

                                            Date: 01/20/00
                                                  ------------------------------

                                        TENANT:
                                        NETMAXIMIZER.COM, INC.

/s/ Maria C. Mitchell                   By: /s/ Peter Schuster
-----------------------------               ------------------------------------

Maria C. Mitchell                           Name and Title: Peter Schuster, V.P.
-----------------------------                               --------------------

                                            Date: 01/05/00
                                                  ------------------------------

                                       19
<PAGE>




                                   EXHIBIT "A"
                                   THIRD FLOOR


<PAGE>




                                   EXHIBIT "B"
                              LANDLORD IMPROVEMENTS

                                      None.


<PAGE>




                                   EXHIBIT "C"
                               TENANT IMPROVEMENTS


1.)  All phone and computer hook up, wiring and equipment. The Landlord will not
     be responsible for the performance or workability of the Tenant's phone,
     fax or computer equipment.

<PAGE>




                                   EXHIBIT "D"
                                  RENT SCHEDULE

February 1, 2000 through January 31, 2001             $1831.50 rent per month
                                                      plus Florida Sales Tax

Initial estimated operating expenses                  $ 793.65 per month
                                                      plus Florida Sales Tax