LEASE


Lease between MARBRAD, INC./ a Florida corporation having an office c/o
Streamline Properties, Inc., 1125 Washington Avenue, Miami Beach, Florida
("Landlord") and the tenant described in Line 1 of the Terms Sheet attached
hereto as Exhibit A ("Tenant").

1. Grant
   -----

   Upon the terms and conditions set forth in this Lease, Landlord leases to
   Tenant and Tenant leases from' Landlord, the "Premises" described in Line 2
   of the Terms Sheet, which Premises are located in the NationsBank Office
   Building, 930 Washington Avenue, Miami Beach, Florida (the "Real Property").

2. Term of Lease
   -------------

   The Term of this Lease shall be as set forth in Line 3 of the Terms Sheet.

3. Base Rent
   ---------

   As Base Rent, Tenant shall pay Landlord, at Landlord's address set forth
   above, or at such other address specified in writing by Landlord, the amount
   set forth in Line 4 of the Terms Sheet. Base Rent is payable in advance,
   without setoff, further notice, or demand on the first day of each calendar
   month. In addition to each monthly installment of Base Rent, Tenant shall pay
   all applicable rental or sales taxes. If the Commencement Date or the
   Expiration Date of the Term are on a day other than the first day of a
   calendar month, the Base Rent for said fractional month shall be prorated on
   a per them basis. Payment of the first month's installment of Base Rent is
   hereby acknowledged.

4. Security Deposit
   ----------------

   As security for the full and prompt performance of all Tenant's obligations
   under the Lease, concurrent with the execution of this Lease, Tenant shall
   deposit with Landlord a Security Deposit in the amount set forth in Line 5 of
   the Terms Sheet. If Tenant fails to make any payments under this Lease when
   due, or fails to comply with each of the terms, covenants, and conditions of
   this Lease, Landlord may, but is not obligated to, apply the Security Deposit
   to the payments due or to the payment of Landlord's costs and expenses
   (including reasonable attorneys' fees) in connection with performing Tenant's
   obligations on Tenant's behalf, regaining possession of the Premises, or
   reletting the Premises, without thereby curing Tenant's default or releasing
   Tenant from any

<PAGE>

   of Tenant's obligations under this Lease. Landlord may commingle the Security
   Deposit with Landlord's other funds, and Landlord shall not be required to
   pay Tenant any interest on the Security Deposit. If Tenant fully and promptly
   performs all Tenant's obligations under this Lease, within 30 days following
   the Expiration Date, Landlord shall return the Security Deposit to Tenant at
   Tenant's address set forth in this Lease or at such other address specified
   by Tenant in a notice to Landlord received by Landlord before the Expiration
   Date.

5. Parking
   -------

   Tenant is hereby granted the exclusive use of the parking spaces set forth in
   Line 6 of the Terms Sheet. Landlord reserves the right to change the location
   of Tenant's designated parking spaces from time to time so long as the number
   of spaces is not affected thereby. Tenant acknowledges that all other spaces
   in the parking facility serving the Building are allocated for the exclusive
   use of other tenants of the Building and that neither Tenant, nor Tenant's
   guests or invitees shall use any spaces other then the ones set forth in Line
   6 of the Terms Sheet. Tenant further acknowledges that the parking facility
   is patrolled by a towing company and cars parked in a space allocated to
   another tenant may be towed.

6. Use
   ---

   Tenant may use the Premises for general and administrative offices and for no
   other purpose. Tenant shall not permit the Premises to be used for any
   unlawful or immoral purpose. In the conduct of Tenant's business, Tenant
   shall, at Tenant's expense, comply with all applicable laws, ordinances,
   rules and regulations, the reasonable requirements of all insurance
   underwriters providing insurance to the Premises and the Building, and the
   Rules and Regulations attached to this Lease as Exhibit "C", as they may be
   amended by Landlord from time to time. Tenant shall not use the Premises in a
   manner that increases the fire insurance premiums for the Building. Tenant
   shall not install safes, heavy file cabinets, or other heavy equipment in the
   Premises without Landlord's prior approval of the installation, location, and
   method of installation. In the conduct of Tenant's business operations,
   Tenant shall not make any noise or odor objectionable to other tenants, the
   public, or Landlord, and Tenant shall not create or maintain a nuisance in
   the Premises. Tenant shall not use, create, store or permit any toxic or
   hazardous material anywhere on the Real Property. Tenant shall keep the
   Premises free of debris, dangerous, noxious, or offensive items, fire
   hazards, and undue vibration, heat or noise.

                                       2
<PAGE>

   In Tenant's use of the Premises, Tenant shall not obstruct or permit the
   obstruction of the sidewalks, driveways, entrances, passages, lobby,
   corridors, stairs, or elevators of the Building. Tenant may not move Tenant's
   furniture, equipment, supplies, or other personal property or permit
   deliveries of such items through the Common Areas except at such hours and
   upon such conditions as Landlord may reasonably require from time to time.
   Tenant shall reimburse Landlord within 10 days after Landlord's demand for
   any damage or injury to persons or property resulting from Tenant's movement
   of such items or delivery to Tenant of such items through the Common Areas.
   Landlord may, as a condition for granting permission to Tenant to move
   furniture and equipment through the common areas of the Building, require a
   damage deposit from Tenant.

7. Utilities and Services
   ----------------------

   Landlord shall furnish the following utilities and services to the Building
   and the Premises as reasonably required in connection with Tenant's use of
   the Premises, Monday through Friday, during business hours (8:00) a.m. to
   6:00 p.m.), except on federal bank holidays:

     (a)  Janitorial services (during non-business hours Monday through Friday),
          except that shampooing and replacement of carpet as required by Tenant
          shall be at Tenant's expense;

     (b)  Periodic trash removal;

     (c)  Elevator service in common with other tenants;

     (d)  Air conditioning is provided on Monday through Friday from 8:00 a.m.
          to 8:00 p.m. and on Saturday from 8:00 a.m. to 1:00 p.m. except on
          Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, Christmas
          Day and New Year's Day.

     (e)  Electricity for standard lights, air-conditioning, and standard office
          equipment. Electricity for extraordinary office equipment and
          additional air-conditioning required in connection with computers or
          other extraordinary office equipment shall be separately metered and
          shall be available to Tenant only with Landlord's prior written
          approval;

     (f)  Water for drinking, ordinary lavatory purposes, and the fire sprinkler
          system (if applicable);

     (g)  Common use restrooms on each floor of the Building, including
          maintenance, periodic cleaning, and supplies.

   Landlord is not responsible to Tenant for any interruption in utility and
   other services unless caused by Landlord's negligence or willfull misconduct.

   Should Tenant desire utilities or services to be provided by Landlord at
   times other than those times set forth in this Lease, Landlord may, but is
   not obligated to, furnish such additional utilities or services as are
   requested by Tenant, in a written notice to Landlord at least 48 hours before
   Tenant requires the utilities or services. Tenant shall pay Landlord, within
   10 days after Landlord's demand, for all Landlord's costs in providing such
   additional utilities or services.

                                       3
<PAGE>

8. Tenant's Appurtenant Rights
   ---------------------------

   During the Term, Landlord grants Tenant a non-exclusive right to use the
   Common Areas, including the right of ingress and egress to the Premises. This
   right may be exercised by Tenant, its agents, employees, independent
   contractors, invitees, and customers, subject to similar rights granted by
   Landlord from time to time to other parties, and subject to the Rules and
   Regulations attached to this Lease as Exhibit "C", as they may be amended by
   Landlord from time to time.

9. Landlord's Right of Access
   --------------------------

   Landlord, and others authorized by Landlord, may enter the Premises at
   reasonable time and upon reasonable prior verbal or written notice to Tenant
   for those purposes reasonably related to Landlord's ownership and operation
   of the Building, including inspection, maintenance and repair, emergencies,
   and showing the Premises to prospective tenants or purchasers.

10. Maintenance, Repair and Replacement
    -----------------------------------

   Tenant shall, at Tenant's sole expense, keep the interior of the Premises in
   good condition and repair. Tenant shall promptly repair any injury or damage
   to the Building, the parking facility serving the Building, or the Real
   Property caused by Tenant's unauthorized use of the Premises or by the fault
   or neglect of Tenant, Tenant's employees, customers, invites, and others
   permitted on the Premises by Tenant. If Tenant does not promptly and
   adequately perform its obligations under this paragraph after written notice
   from Landlord specifying the nature of Tenant's failure, in addition to any
   other remedy Landlord may have under this Lease or pursuant to law, Landlord
   may perform Tenant's obligations on Tenant's behalf and Tenant shall, upon
   demand, reimburse Landlord for the reasonable costs and expenses so incurred.
   Landlord shall maintain Landlord for the reasonable costs and expenses so
   incurred. Landlord shall maintain and repair all other elements of the
   Building, the parking facility serving the Building, and the Real Property,
   including plumbing, lighting, HVAC service, plate glass, and structural
   components.

   All repairs, maintenance, and replacements by Landlord and Tenant shall be
   performed in a good and workmanlike manner, in compliance with all applicable
   governmental laws, regulations, ordinances, rules, and codes, and shall
   incorporate materials and techniques equal to or exceeding the quality of the
   items repaired, maintained, replaced.

11. Condition of Premises
    ---------------------

   Tenant acknowledges that Tenant has inspected the Premises and that the
   Premises are suitable for Tenant's use. Tenant accepts the Premises in
   "as-is" condition. Tenant acknowledges that no work needs to be performed by
   Landlord to prepare the Premises for Tenant's occupancy. Landlord makes no
   warranties or representations as to the condition of the Premises or their
   suitability for Tenant's use.

12. No Leasehold Improvements
    -------------------------

   Tenant shall not make any alterations, additions, or improvements within, or
   to the Premises, without first obtaining Landlord's approval in writing,
   which approval may be denied for any reason whatsoever.

                                       4
<PAGE>

13. Tenant's Insurance
    ------------------

    From the date Landlord grants Tenant access to the Premises and during the
    Term, Tenant shall at Tenant's sole expense, maintain comprehensive general
    liability insurance with a combined single limit coverage of not less than
    $500,000.00, with a reputable insurance underwriter reasonably acceptable to
    Landlord. The comprehensive policy shall name Landlord and Landlord's agent
    as an additional insured and provide that Landlord's right to insurance
    proceeds shall not be subject to invalidation by reason of Tenant's acts or
    omissions. All insurance policies shall include a provision that the
    coverage may not be reduced or cancelled without 30 days prior written
    notice to Landlord.

14. Waiver of Subrogation
    ---------------------

    To the extent that any loss suffered by Tenant is covered by insurance,
    Tenant waives all claims it may have against Landlord, and, to the extent
    possible without voiding the insurance coverage, each insurance policy
    obtained, by Tenant concerning the Premises and the Building shall include a
    waiver of subrogation endorsement.

15. Tenant's Indemnification
    ------------------------

    Tenant shall indemnify, defend Landlord from, and hold Landlord harmless
    against any claim, suit, liability, loss, damage, cost, and expense in
    connection with any construction work, additions, alterations, or
    improvements by Tenant in or about the Premises, or in connection with loss
    of life, personal injury, or damage to property arising from Tenant's use or
    occupancy of the Premises, but not to the extent caused by the willful
    misconduct of Landlord, its agents or employees. This indemnity applies to
    Tenant's use and occupancy of the Premises prior to the Commencement Date
    and throughout the Term and shall survive the termination of this Lease.

16. Landlord's Exculpation and Tenant's Attornment
    ----------------------------------------------

    If Landlord defaults under this Lease, Tenant agrees to look solely to the
    Landlord's interest in the Building and the Real Property, and neither
    Landlord nor any of its partners, officers, directors or shareholders shall
    have any personal liability to Tenant for Landlord's defaults under this
    Lease or for the breach of any representation, warranty, covenant or
    agreement. Any judgments entered against Landlord based upon Landlord's
    default under this Lease shall be satisfied solely from the proceeds of the
    sale of Landlord's interest in the Building and the Real Property. If
    Landlord sells the Building, Landlord shall be released from any future
    obligation or liability to Tenant under this Lease.

                                       5
<PAGE>

17. Damage by Fire and Other Casualty
    ---------------------------------

   Tenant shall give Landlord prompt notice of any damage to the Premises by
   fire or casualty. If the Building is partially or totally destroyed Landlord
   may, at its option, terminate this Lease as of the date of the casualty, and
   all periodic payments required of Tenant under this Lease shall be equitably
   adjusted.

18. Condemnation
    ------------

   If the Building and the Real Property are taken by the power of eminent
   domain (or conveyed to the condemning authority under threat of
   condemnation), this Lease shall terminate no the date the condemning
   authority takes possession, and all periodic payments made by Tenant under
   this Lease shall be equitably adjusted.

   If a portion of the Building or the Real Property is taken by the power of
   eminent domain (or conveyed to the condemning authority under threat of
   condemnation), at Landlord's option exercised on or before the date the
   condemning authority takes possession, this Lease shall termninate effective
   as of the date the condemning authority takes possession. If Landlord does
   not exercise its option to terminate this Lease, to the extent possible
   following the taking, Landlord shall repair and restore those portions of the
   Premises and the Building originally provided by Landlord, and Tenant shall
   repair and restore all other portions of the Premises.

   During the period of Landlord's repair and restoration of the Premises, all
   Base Rent and Adjusted Rent shall abate in an amount bearing the same ratio
   to the Base Rent and Adjusted Rent otherwise due for such period as the
   untennantable portion of the Premises from time to time bears to the entire
   Premises. All periodic payments required of Tenant under this Lease shall be
   equitably adjusted as of the date the condemning authority takes possession
   to reflect any permanent reduction in the usable portion of the Premises.

   Tenant waives Tenant's right to all proceeds of condemnation (or of a
   conveyance to the condemning authority under threat of condemnation)
   representing the value of Tenant's leasehold interest or of the leasehold
   improvements in the Premises. Nothing in this paragraph, however, shall
   prevent Tenant from pursuing a separate claim for business damages or moving
   expenses against the condemning authority, so long as the award or proceeds
   paid to Tenant does not reduce the award or proceeds otherwise payable to
   Landlord.

19. Surrender
    ---------

   On the Expiration Date (or sooner termination of the Term) Tenant shall
   remove all Tenant's personal property and trade fixtures from the Premises,
   and Tenant shall surrender possession of the Premises to Landlord in as good
   condition, as existed when Tenant look possession, reasonable wear and tear
   and insured casualty damages excepted. All personal property or trade
   fixtures not removed by Tenant shall, upon the Expiration Date (or sooner
   termination of the Term) become Landlord's property, and Landlord may, at its
   option, either retain the personal property and trade fixtures or dispose of
   all or any portion of them at Tenant's expense. Tenant shall reimburse
   Landlord upon demand for all Landlord's expenses incurred in connection with
   disposing of Tenant's personal property and trade incurred in connection with
   disposing of Tenant's personal property and trade fixtures. This obligation
   shall survive the expiration or termination of this Lease.

                                       6
<PAGE>

    If this Lease terminates as a result of an insured casualty, Tenant is not
    obliged to repair and restore the Premises, but Landlord is entitled to a
    portion of the proceeds from Tenant's insurance sufficient to reimburse
    Landlord for the reasonable cost of returning the interior of the Premises
    to the condition existing immediately before the casualty.

20. Default
    -------

    Time is of the essence with regard to the performance of the Tenant's
    obligations under this Lease. Any of the following constitutes a default of
    this Lease by Tenant:

    (a) Failure to pay any periodic payment of Base Rent or any other payment
        required of Tenant under this Lease within 5 days after any such payment
        is due.

        Tenant shall pay Landlord interest at the rate of 18% simple interest
        per year on all periodic payments due under this Lease that are not made
        on the date when due, from the date when due until paid in full. All
        partial payments of past due amounts shall be applied first to interest
        accrued, then to past due installments of Base Rent.

    (b) Failure to cure any other default of Tenant's obligations under this
        Lease for a period of 15 days after notice specifying the nature of the
        default.

    (c) Abandonment of the Premises.

    (d) Tenant files a voluntary petition in bankruptcy or is adjudicated
        insolvent or a bankrupt, or makes an assignment for the benefit of
        creditors, or files a petition for relief under any applicable
        bankruptcy law, or consents to the appointment of a trustee or receiver
        of all or any substantial part of its property.

    (e) An involuntary petition under any applicable bankruptcy law is filed
        against Tenant and is not vacated within 60 days. -

21. Landlord's Remedies
    -------------------

    Upon Tenant's default and the expiration of any applicable grace period,
    Landlord may, at Landlord's option, take any one or more of the following
    actions without further notice or demand;

          (a)  Declare all Base Rent or Adjusted Rent for the entire remaining
               portion of the Term immediately due and payable.


          (b)  Bring an action against Tenant to collect all Base Rent or
               Adjusted Rent or other sums due and owing the Landlord, or to
               enforce any other term or provision of this Lease;

                                       7
<PAGE>

          (c)  Terminate this Lease by three days' written notice to Tenant. In
               the event of termination, Tenant agrees to immediately surrender
               possession of the Premises. If Landlord terminates this Lease,
               Landlord may recover from Tenant all damages Landlord incurs by
               reason of Tenant's default, including damages equal to the
               present value of the difference between the Base Rent and
               Adjusted Rent due for the remainder of the term and the market
               value rent rate for the remainder of the term, and all Landlord's
               costs and expenses (including reasonable attorneys' fees).

          (d)  Landlord may pay or perform, or cause to be paid or performed,
               any obligation of Tenant under this Lease, for Tenant's account,
               and Tenant shall promptly reimburse Landlord, upon demand, for
               all Landlord's costs and expenses (including reasonable
               attorneys' fees) so incurred.

          (e)  Relet the Premises for Tenant's account without terminating this
               Lease. All sums received by Landlord from reletting shall be
               applied first to Landlord's reasonable costs and expenses
               incurred in reletting (including, without limitation, reasonable
               attorneys' fees, advertising costs, brokerage commissions, and
               alterations, improvements, and repairs lo the Premises), then to
               the payment of all sums due under this Lease. Upon Landlord's
               demand, Tenant shall pay any deficiency to Landlord as it arises.

    Landlord's remedies in this paragraph are cumulative and in addition to any
    other remedies available at law or in equity.

22. Attorneys'- Fees
    ----------------

    In any legal action (including appellate proceedings) filed with respect to
    this Lease, the prevailing party shall receive reimbursement from the other
    party of its costs and expenses (including reasonable attorneys' fees
    awarded by a court of competent jurisdiction).

23. Assignment and Subletting
    -------------------------

    Tenant shall not assign this Lease or encumber or sublet the Premises
    without Landlord's prior written consent.

24. Subordination
    -------------

    Tenant's right, title, and interest in the Premises shall be subject and
    subordinate to any present or future lease of the entire Building or to the
    lien of any mortgage now or hereafter encumbering the Premises, the
    Building, or the Real Property. Although no further act by Tenant is
    necessary to effectuate Tenant's subordination, Tenant shall, upon
    Landlord's request, execute acknowledge, and deliver to Landlord all
    documents Landlord may reasonably require confirming Tenant's subordination
    of its interest in the Premises, the Building, or the Real Property.

25. Tenant Estoppel Certificate
    ---------------------------

    Tenant shall, upon Landlord's request, execute, acknowledge, and deliver to
    Landlord, a written statement certifying that this Lease is in full force
    and effect, that it is unmodified (or specifying the modifications),
    specifying the date through which all periodic payments required under this
    Lease have been paid, and specifying and defaults of this Lease known to the
    Tenant.
                                       8
<PAGE>

26. Hold Over
    ---------

    If Tenant holds over after the expiration of this Lease, Landlord shall be
    entitled to collect rent at a rate equal to twice the Base Rent or Adjusted
    Rent in effect on the Expiration Date.

27. Quiet Enjoyment
    ---------------

    Landlord covenants that, if Tenant pays all sums required under this Lease
    and performs all the terms, covenants, and conditions required of Tenant
    under this Lease, Tenant may peaceably and quietly have, hold, and enjoy the
    Premises during the Term, subject to:

        (a) the claims of all persons arising other than by, through, or
            under Landlord,

        (b) the rights of all existing and future ground lessees or lessees of
            the entire Building, and

        (c) all existing and future lenders holding mortgages encumbering the
            Premises, the Building, or the Real Property.

28. Notices
    -------

    All notices given in connection with this Lease shall be in writing, and
    shall be considered delivered when mailed by United States certified mail,
    return receipt requested, postage prepaid, if to Landlord, at the address
    set forth in the preamble of this Lease and if to Tenant, at the Premises.

    Either Landlord or Tenant may change the address for notices by giving
    proper notice of the new address to the other party.

29. Benefits and Burdens
    --------------------

    The provisions of this Lease bind, and are for the benefit of the Landlord,
    the Tenant, and their respective successors and assigns.

30. Broker's Fees
    -------------

    Tenant warrants to Landlord that no broker other than the one set forth on
    Line 7 of the Terms Sheet was a procuring cause of this Lease. Tenant shall
    indemnify, defend, and hold Landlord harmless from all claims, losses,
    suits, damages, costs, and expenses (including attorneys' fees) that
    Landlord may suffer in connection with an assertion by a broker or other
    finding agent (other than the broker specified on Line 7 of the Terms Sheet)
    that he or she assisted or otherwise dealt with Tenant with respect to the
    negotiation or execution of this Lease.

                                       9
<PAGE>

31. Mechanics Liens
    ---------------

    Tenant is not required or obliged under this Lease to make alterations or
    improvements to the Premises, and nothing in this Lease shall be construed
    as a consent by Landlord to subject Landlord's reversionary interest in the
    Premises to liability under the Florida Mechanics' Lien Law. If, as a result
    of the installation of any improvements by Tenant on the Premises, or
    Tenant's maintenance and repair of the Premises, a claim of lien is filed
    against the Premises, the Building or the Real Property, within ten (10)
    days after it is filed, Tenant shall either satisfy the claim of lien or
    transfer it to a bond as permitted by Chapter 713 of the Florida Statutes.
    If Tenant fails to do so within the ten (10) day period, Landlord may
    transfer the lien to a bond as permitted by Chapter 713 of the Florida
    Statutes, and Tenant shall reimburse Landlord for all Landlord's costs and
    expenses (including reasonable attorneys fees) incurred in connection
    therewith.

32. Unavailability of Premises
    --------------------------

    If the Premises shall not be available for occupancy by Tenant on the
    specific date hereinbefore designated for the Commencement Date, then this
    Lease shall not be affected thereby but, in such case, said specific
    Commencement Date shall be deemed to be postponed until the date when the
    Premises shall be available for occupancy by Tenant and Tenant shall not be
    entitled to possession of the Premises until the same are available for
    occupancy by Tenant. Furthermore, Tenant shall have no claim against
    Landlord, and Landlord shall have no liability to Tenant by reason of any
    such postponement of said specific date and the parties hereto further agree
    that any failure to have the Premises available for occupancy by Tenant on
    said specific date shall in no way affect the obligations of Tenant
    hereunder nor shall the same be construed to extend the Term of this Lease.

33. Operating Expenses
    ------------------

    For the purpose of this paragraph, "Operating Expenses" means certain costs
    and expenses actually paid by Landlord in connection with the maintenance,
    operation and repair of the Premises, the Building, and the parking facility
    serving the Building including but not limited to the following: real estate
    taxes and assessments for the Real Property, all insurance premiums, the
    cost of electricity, sanitary sewer, potable water, storm sewer and natural
    gas services, janitorial service, trash removal, recycling, security
    services, management fee, window washing, and other costs and expenses.

    Tenant shall pay monthly to Landlord Tenant's Proportionate Share of the
    Operating Expenses, to the extent that Tenant's share is in excess of the
    1999 Base Year Expenses.

                                       10
<PAGE>

    On or about January 1 of each year during the Term, Landlord shall provide
    Tenant with a written estimate of Tenant's Proportionate Share of the
    Operating Expenses that Landlord estimates will be incurred in the
    forthcoming calendar year. Concurrently with the monthly payment of Base
    Rent and in addition thereto, without setoff, further notice or demand,
    Tenant shall pay Landlord the monthly installment of Tenant's Proportionate
    Share of estimated Operating Expense for that calendar year.

    If Landlord does not provide Tenant with the estimate of Tenant's
    Proportionate Share of Operating Expenses for the forthcoming year on or
    before January 1 of the year, Tenant shall continue to pay its estimated
    Proportionate Share of Operating Expenses at the rate established for the
    immediately preceding calendar year. When Landlord provides Tenant with the
    estimated Operated Expenses for the current calendar year, Landlord shall
    also provide Tenant a statement of any adjustments to be made as a result of
    the late estimate, which adjustments shall be paid with or credited against
    (as the case may be) the next due monthly installments of Tenant's estimated
    Proportionate Share of Operating Expenses.

    As soon as is practicable after January 1 of each calendar year during the
    Term, Landlord shall calculate the actual Operating Expenses for the
    preceding calendar year. if Tenant's Proportionate Share of actual Operating
    Expenses for the preceding calendar year is greater than the estimated
    Operating Expenses paid by Tenant for that calendar year, Landlord shall
    notify Tenant of the amount of the deficiency. Upon such notice, Tenant
    shall, within 10 days thereafter, pay Landlord the deficiency. If Tenant's
    Proportionate Share of actual Operating Expenses for the preceding calendar
    year is less than the estimated Operating Expenses paid by Tenant for that
    calendar year, Landlord shall credit the excess against the next due
    installments of Tenant's Proportionate Share of estimated Operating
    Expenses.

34. All Payments Constitute Rent
    ----------------------------

    All payments required of Tenant under this Lease constitute "rent" and are
    due without setoff or deduction in legal United States tender, at the times
    and at the addresses specified in this Lease, or so otherwise specified from
    time to time by Landlord, together with all sales taxes or similar taxes
    imposed by the State of Florida upon or with respect to rent.

35. Entire Agreement
    ----------------

    This Lease and the attached exhibits, addendums, and riders (if any)
    constitute the entire agreement between the parties. No subsequent
    alteration, amendment, or addition to this Lease will bind the Landlord or
    the Tenant unless it is in writing and signed by the party to be bound.

36. Counterparts
    ------------

    This Lease may be executed in two or more identical counterparts, each of
    which shall be treated as an original.

                                       11
<PAGE>

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


                                       12
<PAGE>

                                  EXHIBIT "C"
                                  -----------

                             RULES AND REGULATIONS
                             ---------------------

1.    Lessee will refer all contractors, contractors' representatives and
      Installation technicians rendering any service for Lessee, to Lessor for
      Lessors's supervision and approval before performance of any such
      contractual services. This shall apply to all work performed in the
      building including, but not limited to, installation of telephones,
      telegraph equipment, electrical devices and attachments, and installations
      of any and every nature affecting floors, walls, woodwork, trim, windows,
      ceilings, equipment or any other physical portion of the building. None
      of this work will be done by Lessee without Lessor's written approval
      first had and obtained.

2.    The work of the janitor or cleaning personnel shall not be hindered by
      Lessee after 5:30 p.m., and such work may be done at any time when the
      offices are vacant. The windows, doors, and fixtures may be cleaned at
      anytime. Lessee shall provide adequate waste and rubbish receptacles,
      cabinets, book cases, map cases, etc., necessary to prevent unreasonable
      hardship to Lessor in discharging its obligation regarding cleaning
      service.

3.    Movement in or out of the building of furniture or office equipment, or
      dispatch or receipt by Lessee of any merchandise which requires the use of
      elevators or stairways, or movement through life building entrances or
      lobby shall be restricted to the hours designated by Lessor from time to
      time. All such movement shall be as directed by Lessor and in a manner to
      be agreed upon between Lessee and Lessor by prearrangement before
      performance. Such prearrangement initiated by Lessee shall include"
      determination by Lessor, and subject to its decision and control of time,
      method, and routing of movement, limitations imposed by safety or other
      concerns which may prohibit any article, equipment or any other item from
      being brought into the building.. Lessee expressly assumes all risk of
      damage to any and all articles so moved, as well as injury to any person
      or persons or to the public engaged or not engaged in such movement,
      including equipment, property, and personnel of Lessor if damaged or
      injured as a result of any acts in connection with carrying out this
      service for Lessee from the time of entering property to completion of the
      work; and Lessor shall riot be liable for the act or acts of any person or
      persons so engaged in, or any damage or loss to any property of persons
      resulting directly or indirectly from any act in connection with such
      service performed by or for Lessee.

4.    No sign or signs will be allowed in any form on the exterior of the
      building or on any window or windows inside or outside or the building and
      no sign or signs, except in uniform location and uniform style fixed by
      lessor, will be permitted in the public corridors or on corridor doors or
      entrance to Lessee's space. All signs will be contracted for by Lessor or
      Lessee at the rate fixed by Lessor from time to time, and Lessee will be
      billed and pay for such service accordingly. Written consent from Lessor
      is an absolute prerequisite for any such sign or signs any Lessee may be
      so permitted to use.

                                     Page 1

<PAGE>

5.    Nothing shall be placed on the outside of the building or on the windows,
      window sills or projections.

6.    Lessee shall not place, install or operate on the demised premises or in
      any part of the building, any engine, stove, or machinery, or conduct
      mechanical operations or cook thereon or therein, or place, use in, or
      about the demised premises any explosives, gasoline, kerosine, oil, acids,
      caustics, or any other inflammable, explosive or hazardous material
      without the written consent of Lessor first had and obtained.

7.    Lessor will not be responsible for any lost or stolen personal property,
      equipment, money or jewelry from the leased premises, the building or the
      parking area regardless of whether such loss occurs when the area is
      locked against entry or not. area is locked against entry or not.

8.    No birds, animals, bicycles or vehicle shall be brought into or kept in
      or about the building.

9.    Lessor may permit entrance to Lessee's offices by use of pass keys
      controlled by Lessor or employees, contractors. or service personnel,
      supervised or employed by Lessor.

10.   None of the entries, passages, doors, elevators, elevator doors, hallways,
      or stairways shall be blocked or obstructed, or any rubbish, litter,
      trash, or material of any nature placed, emptied or thrown into these
      areas, nor shall such areas be used at any time except for access or
      egress by Lessee, Lessee's agents, employees or invitees.

ii.   Lessor shall have the right to determine and prescribe the weight and
      proper position of any unusually heavy equipment including safes, large
      files, etc., that are to be placed in the building, and only those which
      in the opinion of Lessor will not do damage to the floors, structure or
      elevators may be moved into said building. Any damage occasioned in
      connection with the moving or installing of such aforementioned articles
      in the building, or the existence of same in the building shall be paid
      for by Lessee.

12.   No additional locks shall be placed on any door or changes be made to
      existing locks in Building without proper written consent of Lessor.
      Lessor will furnish two keys to each lock on doors in the Leased Premises
      and Lessor, upon the request of Lessee, shall provide additional duplicate
      keys at Lessee's expense. Lessor may at all times keep a pass key to the
      Leased Premises. All keys shall be returned to Lessor promptly upon
      termination of this Lease.

13.   Lessee, its officers, agents, servants, and employees shall, before
      leaving Leased Premises unattended, close and lock all doors and shut off
      all utilities; damage resulting from failure to do so shall be paid by
      Lessee.

14.   Lessee, its employees, agents or invitees shall not use Leased Premises
      for lodging, sleeping or cooking of food without the prior written consent
      of Lessor.

                                     Page 2
<PAGE>

15.   The plumbing/bathroom facilities shall not be used for all other purpose
      than that for which they are constructed, and no foreign substance of any
      kind shall be thrown therein, and the expense of any breakage, stoppage,
      or damage resulting from a violation of this provision shall be borne by
      Lessee, who shall, or whose officers, employees, agents, servants,
      patrons, customers, licensees, visitors or invitees shall have caused it.

16.   Canvassing, soliciting and peddling in the building or parking facilities
      is prohibited and each Lessee shall cooperate to prevent the same. In this
      respect, Lessee shall promptly report such activities to the Building
      Manager's office.


THE ABOVE RULES, HEREBY ACCEPTED BY LESSEE, ARE PRESCRIBED BY LESSON TO ENABLE
LESSON TO MAINTAIN HIGH STANDARDS OF ENVIRONMENT, COMFORT AND CONVENIENCE FOR
ITS LESSEES. IT WILL BE APPRECIATED IF ANY UNDESIRABLE CONDITIONS ON LACK OF
COURTESY OR ATTENTION BY ITS EMPLOYEES OR CONTRACTORS IS REPORTED DIRECTLY TO
LESSON.

                                     Page 3
<PAGE>

                              Consent to Sublease


      Marbrad, Inc. having an office c/o Streamline Properties, Inc., 1125
Washington Avenue, Miami Beach, Florida 33139 ("Landlord"), hereby consents to
the subletting by Auction Finance Group, Inc. having an office located at 1680
Michigan Avenue, Suite 701, Miami Beach, Florida 33139 ("Tenant) to Regenesis
Holdings, Inc. having an office located at 930 Washington Avenue, 4th Floor,
Miami Beach, Florida 33139 ("Subtenant7) the entire fourth (4th) floor of the
building known as .930 Washington Avenue, Miami Beach, Florida 33139 for a term
beginning August 1, 1999 and ending May 31, 2002, which premises are now leased
and demised by the L2ndiord to the Tenant by that certain lease dated March 17,
1992 between Marbrad, Inc., as landlord, and Auction Finance Group, Inc., as
tenant, (said lease as the same may have been and may hereafter be amended by
any indentures or agreements supplemental thereto, is herein called 'the
Lease"), such consent being subject to and upon the following terms and
conditions, to each of which the Tenant and the Subtenant expressly agree:

      1. Nothing herein contained shall be construed to modify, waive, impair or
affect any of the covenants, agreements, terms, provisions or conditions
contained in the Lease (except as may be herein expressly provided), or waive
any breach of the Tenant in the due keeping, observance or performance thereof.

      2. The Tenant shall be and remain liable 2nd responsible for the due
keeping, performance and observance throughout the term of the Lease, of all of
the covenants, agreements, terms, provisions and conditions therein set forth on
the part of the Tenant to be kept. performed and observed and for the payment of
the fixed rent, additional rent and all other sums now and/or hereafter becoming
payable thereunder, expressly including as such additional rent, any and all
charges for any property, material, labor, utility or other services furnished
or rendered by the Landlord in or in connection with the premises demised by the
Lease, whether for, or at the request of, the Tenant or the Subtenant,

      3. The sublease to cover the space to be sublet by the Tenant to the
Subtenant shall be subject and subordinate at all times to the Lease, and to all
of the covenants, agreements, terms, provisions and conditions of the Lease and
of this Consent, and the Subtenant shall not do, permit or suffer anything to be
done in, or in connection with the Subtenant's use or occupancy of, the portion
of the premises so sublet which would violate any of said covenants, agreement,
terms, provisions and conditions.

      4. This Consent shall not be construed as a consent by the Landlord
permitting, any other or further subletting by either the Tenant or the
Subtenant or any assignment of the aforesaid sublease.

<PAGE>


                                STREAMLINE PROPER


      5. The portion of the premises so sublet shall (subject to all of the
covenants, agreements, terms, provisions and conditions of the Lease) be used
solely for executive offices.

      6. Upon the expiration or any earlier termination of the term of the Lease
with respect to the portion of the premises so sublet or in case of the
surrender of the Lease by the Tenant to the Landlord, the aforesaid sublease and
the term and estate thereby granted shall terminate as of the effective date of
such expiration, termination or surrender, and the Subtenant shall vacate such
portion of the premises on such date.

      7. A true and complete copy of the aforesaid sublease and a true and
complete copy of each amendment thereto shall be delivered to the Landlord
within 10 days after the execution and delivery thereof by the parties thereto:
it being understood that the Landlord shall not be deemed to be a party to said
sublease or any such amendment nor bound by any of the covenants, agreements,
terms, provisions or conditions thereof and that neither the execution and
delivery of this Consent nor the receipt by the Landlord of a copy of said
sublease or of a copy of any such amendment shall be deemed to change any
provision of this Consent or to be a consent to, or any approval by the
Landlord of, any covenant, agreement, term, provisions or condition contained
in said sublease or any such amendment.


      In Witness Whereof, the Landlord has caused this Consent to Sublease to be
executed as of August 1, 1999.


Marbrad, Inc.



By: /s/ Brad Krassner
   --------------------------
   Brad Krassner, President
<PAGE>

                            EXHIBIT A - TERMS SHEET


This Terms Sheet is attached to and is a part of that certain sublease between
Auction Finance Group, Inc., ('Sublandlord") and the subtenant described below.


 1.   Subtenant:               Regenesis Holdings, Inc.
                               1555 North Park Drive, Suite 103
                               Weston, Florida 33326

 2.   Subleased Premises:      930 Washington Avenue
                               Miami Beach, Florida 33139
                               The entire fourth (4th) floor

3.    Term:                    Commencement Date: August 1, 1999
                               Expiration Date: May 31, 2002

4.    Base Rent:               08/01/99 - 05/31/00  $4,1 00/month plus sales tax
                               06/01/00 - 05/31/01  $4,300/month plus sales tax
                               06/01/01 - 05/31/02  $4,500/month plus sales tax

 5.   Security Deposit:        Eight Thousand Seven Hundred Thirty Three
                               ($8,733) Dollars

 6.   Assigned Parking:        Seven (7) spaces. Spaces 1 0 and 1 1 in the main
                               parking lot. Spaces 18-22 in annex parking lot at
                               91 0 Pennsylvania Ave.

 7.   Broker:                  Streamline Properties, Inc.

 8.   Sublandiord's Work:      None.


      Except as specifically provided herein, Subtenant agrees to accept the
      Subleased Premises in 'as is" condition.

9.    Upon execution of this Sublease, Subtenant is paying to Sublandlord
      Thirteen Thousand Ninety Nine and 50/100 ($13,099.50) Dollars representing
      the security deposit plus the first month's rent, including sales tax.

10.   Section 33 of the Lease is hereby deemed deleted in its entirety.


<PAGE>

11.   This is a sublease and is conditioned upon the consent of Marbrad, Inc.
      the Overlandlord being obtained within ten (10) days and Marbrad
      acknowledging in writing that the lease between Marbrad and Auction
      Finance Group, Inc. dated March 17, 1992 is in full force and effect and
      that no default exists by the tenant thereunder. Subtenant acknowledges
      that the services to be rendered to the Subleased Premises are to be
      rendered by Marbrad. Anything in this Sublease to the contrary
      notwithstanding, if there exists a breach by Sublandlord of any of its
      obligations under this Sublease, and concurrently, a corresponding beach
      by Marbrad of its obligations under the Overlease exists, then and in such
      event, Subtenant's sole remedy against Sublandlord shall be the right
      to, pursue a claim in the name of Sublandlord against Marbrad, Inc. and
      Sublandlord agrees that it will, at Subtenants expense, cooperate with
      Subtenant in the pursuit of such claim.

      In, Witness Whereof, the parties have executed this Sublease on 20 day of
July, 1999.


Sublandlord                                     Subtenant
Auction Finance Group, Inc.                     Regenesis Holdings, Inc.



By: /s/ Helen Porter                            /s/ Mitchell Sandler
   -------------------------                    --------------------------------
   Helen Porter, President                      Mitchell Sandler