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                                                                  EXHIBIT 10.14

                  AGREEMENT FOR SALE AND PURCHASE OF PROPERTY,
                     DATED OCTOBER 2, 1997, BY AND BETWEEN
                     FLORIDA POWER CORPORATION (SELLER) AND
                          ABR PROPERTIES, INC. (BUYER)
                 INCLUDING COMMERCIAL LEASE AS OF THE SAME DATE


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                             AGREEMENT FOR SALE AND
                              PURCHASE OF PROPERTY

                                     BETWEEN

                      FLORIDA POWER CORPORATION ("SELLER")

                                       AND

                         ABR PROPERTIES, INC. ("BUYER")


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                   AGREEMENT FOR SALE AND PURCHASE OF PROPERTY

         THIS AGREEMENT FOR SALE AND PURCHASE OF PROPERTY (the "Agreement") is
made this 2nd day of October, 1997, between FLORIDA POWER CORPORATION, a
Florida corporation ("Seller"), and ABR PROPERTIES, INC., a Florida corporation
("Buyer").

1. AGREEMENT TO SELL: PURCHASE PRICE

         1.1. Agreement to Sell and Convey. Subject to the terms and conditions
hereinafter set forth, Seller hereby agrees to sell and convey to Buyer and
Buyer hereby agrees to purchase from Seller, all that certain parcel of land
lying and being situated in the County of Pinellas, State of Florida, as
described on EXHIBIT "A" attached hereto and incorporated herein together with
the following:

              1.1.1. Rights and Appurtenances. All and singular the rights and
                     appurtenances pertaining thereto, including any right,
                     title, and interest of Seller in and to adjacent streets,
                     roads, alleys, easements and rights-of-way; and including
                     all sewer and water infrastructure, drainageways, and other
                     utilities and all site improvements situated thereon; and

              1.1.2. Buildings and Fixtures. The twelve buildings as currently
                     constructed and situated on the parcel described above,
                     containing in the aggregate approximately 383,000 square
                     feet of area, together with all fixtures permanently
                     incorporated therein or attached thereto, unless such item
                     is expressly excluded by this Agreement; and

              1.1.3. Personal Property. Those items of tangible personal
                     property identified on EXHIBIT "B" hereto; and

              1.1.4. Other Rights, Etc. Such other rights, interests and
                     properties as may be specified in this Agreement to be
                     sold, transferred, assigned, or conveyed by Seller to
                     Buyer.

The parcel of land and the rights, interests, improvements, personalty and other
appurtenances described above are collectively called the "Property." It is the
mutual intent of the parties that the Property includes the entire office
complex currently occupied by Seller, at 3201 34th Street South, St. Petersburg,
Florida 33711 and by Progress Energy Corporation at 3401 34th Street South, St.
Petersburg, Florida 33711.


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         1.2. Purchase Price. The purchase price ("Purchase Price") to be paid
for the Property shall be THIRTEEN MILLION FIVE HUNDRED THOUSAND and 00/100 U.S.
DOLLARS ($13,500,000.00). The Purchase Price shall be paid by Buyer to Seller as
follows:

              1.2.1. Earnest Money. Buyer has delivered to the Trust Account of
                     Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A.,
                     ("Escrow Agent"), an earnest money deposit in the amount of
                     ONE MILLION DOLLARS ($1,000,000.00) to be held in escrow in
                     an interest bearing account pursuant to the terms of this
                     Agreement (the earnest money deposit is referred to as the
                     "Deposit"). All interest accrued on the Deposit shall
                     derive to the benefit of Buyer, unless Buyer defaults, in
                     which case the interest shall follow the Deposit.

              1.2.2. Cash at Closing. At Closing (as hereafter defined), Escrow
                     Agent shall pay the Deposit to Seller. In addition, Buyer
                     shall pay or cause to be paid to Seller, by wire transfer
                     of funds to the account or accounts designated by Seller,
                     the balance of the Purchase Price, subject to closing
                     adjustments and prorations required herein.

2. SURVEY AND TITLE COMMITMENT: PERMITTED EXCEPTIONS

         2.1. Preliminary Title Report. Attached hereto as EXHIBIT "C" and
incorporated herein by reference is Commonwealth Land Title Insurance Company
("Title Company"), Commitment for Title Insurance Number TP229157("Title
Commitment") for the real estate which is included in the Property in the amount
of the Purchase Price, accompanied by one copy of all documents affecting such
real estate and which constitute exceptions to the Title Commitment. Buyer shall
give Seller written notice within the earlier of (i) five (5) days after receipt
of the Survey (as hereinafter defined) or (ii) the date of Closing, whether such
title is or is not satisfactory, in Buyer's sole discretion. In the event that
the condition of title is not acceptable, Buyer's notice shall specify which
exceptions to the Title Commitment are not acceptable; provided, however, that
Buyer shall not object to the matters described in EXHIBIT "D" hereto. Any
matters revealed by the Title Commitment which are not cited in Buyer's notice
shall be deemed to be Permitted Exceptions. In the event Seller fails to cure or
remove the cited objections to the satisfaction of the Title Company prior to or
at Closing, then the Closing shall be extended for an additional period of ten
(10) days provided that (i) the Lease (as hereinafter defined) is modified to
reflect the new closing date and (ii) Buyer acknowledges in writing that the
Property is acceptable to Buyer pursuant to Section 4.1 hereof, the conditions
set forth in Section 6 hereof have been met, and the Deposit is non-refundable
except for failure of Seller to cure the cited objections or Seller's default.
If Seller fails to cure the objections within the ten (10) day extended period,
Buyer may, at its option, (i) accept title subject to the objections raised by
Buyer, without an adjustment in the


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Purchase Price, in which event the objections shall be deemed to be waived for
all purposes, or (ii) cancel this Agreement, whereupon, subject to the
provisions of Section 4.1, of this Agreement, the Deposit shall be returned to
Buyer and this Agreement shall be of no further force and effect.

         2.2. Current Survey. On or before September 25, 1997, Buyer shall
obtain a current survey of the Property prepared by a duly licensed land
surveyor (the "Survey"). The Survey shall:

              2.2.1.  Metes and Bounds. Set forth an accurate metes and bounds
                      description of the Property;

              2.2.2.  Easements and Rights-of-Way. Locate all existing easements
                      and rights-of-way (setting forth the book and page number
                      of the recorded instruments creating the same), alleys,
                      streets, and roads;

              2.2.3.  Encroachments. Show any encroachments and the location of
                      top of slope and the water level with relation to each
                      lake;

              2.2.4.  Improvements. Show all existing improvements (such as
                      buildings, parking lots, driveways, power lines, fences,
                      etc.);

              2.2.5.  Certification. Contain the surveyor's certification in 
                      form and substance acceptable to the Title Company;

              2.2.6.  Access. Show all dedicated public streets providing access
                      to the Property and whether such access is paved to the
                      property line;

              2.2.7.  Off-Site Easements. Show the location of any easements
                      necessary for the furnishing of off-site improvements;

              2.2.8.  Flood Plain Certification. Contain a certification as to
                      whether the property is located in a flood plain;

              2.2.9.  Preparation. State that it is prepared for the Seller, the
                      Buyer, Johnson, Blakely, Pope, Bokor, Ruppel & Burns, 
                      P.A., Carlton, Fields, Ward, Emmanuel, Smith & Cutler, 
                      P.A., and the Title Company; and

              2.2.10. Acreage Certification. Contain a certification as to the
                      acreage (to the nearest .01 acre) contained within the
                      Property.


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In the event the Survey shows any encroachments upon, from, or onto the
Property, or on or between any building setback line, property line, or any
easement, except those acceptable to Buyer, in Buyer's sole discretion, then,
within five (5) days following its receipt of the Survey, Buyer shall notify
Seller of the matters revealed by the Survey to which Buyer objects, and such
encroachment or survey matters cited in Buyer's notice shall be treated in the
same manner as a title defect under Section 2.1. Any matters not cited in
Buyer's notice shall be deemed to be acceptable to Buyer and shall be treated as
Permitted Exceptions to title.

If Seller removes or cures the survey exceptions, Buyer may, at Buyer's expense,
procure such additional surveying work as may be necessary or required to show
removal of matters cited in Buyer's notice to Seller in a manner satisfactory to
the Title Company so that the Title Policy can be issued without exceptions for
such matters.

         2.3. Permitted Exceptions. The Property shall be conveyed to Buyer
subject to the matters acceptable to, or deemed waived by, Buyer under Sections
2.1 and 2.2 and those matters expressly set forth on EXHIBIT "D" hereto
("Permitted Exceptions").

         2.4. Copies of Materials. Seller shall make such leases, surveys, site
data and information related to the Property in Seller's possession or control
available to Buyer for inspection and copying upon Buyer's written request for
such specific items as Buyer may desire to inspect, but Seller shall not be
deemed to have warranted any information so given other than that Seller
warrants and represents that it does not have knowledge that any such
information is false or misleading with respect to any material fact, or omits
to state any material fact which is known to Seller. As used in this Section,
the term "knowledge" shall mean the actual present recollection of David L.
Miller, the officer of Seller who has given substantive attention to such
matters and documents, provided, however, Buyer acknowledges that neither Seller
nor David L. Miller has made any independent inquiry or investigation relating
to such matters and documents and Buyer agrees Seller shall not be required to
conduct any such inquiry or investigation. Buyer shall verify the accuracy and
details thereof in such manner as Buyer deems appropriate. Such inspection and
copying shall be conducted during Seller's business hours, at Seller's offices,
under supervision by one or more of Seller's employees.

3. PROVISIONS WITH RESPECT TO CLOSING.

         3.1. Closing Date: Delivery of Possession. The consummation of the
conveyance and purchase of the Property contemplated by this Agreement
("Closing") shall take place at the offices of Buyer's attorneys in Clearwater,
Florida (or such other place as may be agreed by Seller and Buyer), on or before
10:00 a.m. local time September 30, 1997.


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         3.2. Seller's Obligations at Closing. At Closing, simultaneously with
Buyer's payment of the Purchase Price in current funds, Seller shall do the
following:

              3.2.1. Special Warranty Deed. Execute, acknowledge, and deliver to
                     Buyer a special warranty deed conveying the Property to
                     Buyer, which deed shall be in form for recording. The legal
                     description of the Property contained in such deed shall be
                     identical to the legal description of the Property
                     contained in the Survey and the Title Commitment.

              3.2.2. Bill of Sale. Execute and deliver to Buyer an absolute bill
                     of sale with warranties of title and free of liens
                     conveying title to the personal property described in
                     EXHIBIT B.

              3.2.3. Title Commitment. The Title Commitment shall be marked down
                     at Closing and the standard owner's exceptions shall be
                     deleted, where appropriate, and permitted. The Title Policy
                     shall be delivered to Buyer promptly after Closing.

              3.2.4. Lease. Subject to the provisions of Sections 9.12 and 9.13,
                     execute and deliver the Lease attached hereto as EXHIBIT
                     "E."

              3.2.5. Affidavit of No Liens. Execute and deliver to Buyer and
                     Title Company an affidavit in the form attached as EXHIBIT
                     "F" to enable the Title Company to remove the construction
                     lien, parties in possession (subject only to the lease-back
                     arrangement set forth in Section 3.1 above), and gap
                     standard exceptions (to the extent such exceptions relate
                     to matters caused by persons other than Buyer and persons
                     and parties claiming by, through or under Buyer) from the
                     Title Commitment.

              3.2.6. FIRPTA Certificate. Execute and deliver an Internal Revenue
                     Service FIRPTA Certificate in the form attached as EXHIBIT
                     "G."

              3.2.7. Assignment of Warranties. Execute and deliver to Buyer a
                     general assignment without recourse of all transferable
                     warranties from third parties for improvements on the
                     Property as well as the personal property described on
                     EXHIBIT "B."

              3.2.8. Release of Mortgage, Etc. Deliver such documents and
                     payments as may be necessary to obtain a release of any


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                     existing mortgages or liens created by Seller which
                     encumber the Property.

              3.2.9. CERCLA Affidavit. Execute and deliver to Buyer a CERCLA
                     (hazardous waste) affidavit in the form attached as EXHIBIT
                     "H."

         3.3. Buyer's Obligations at Closing. At Closing, contemporaneously with
the performance by Seller of its obligations set forth in Section 3.2 above,
Buyer shall do the following:

              3.3.1. Payment. Deliver to Seller the payment required by Section
                     1.2 above.

              3.3.2. Lease. Subject to the provisions of Sections 9.12 and 9.13,
                     execute and deliver the Lease attached hereto as EXHIBIT
                     "E."

              3.3.3. Other Documents. Execute and deliver to the Title Company
                     such other documents as the Title Company may require from
                     or on behalf of Buyer to issue the Title Policy pursuant to
                     the requirements in Schedule B-1 of the Commitment.

         3.4. Closing Costs.

              3.4.1. Seller's Costs. Seller shall pay the following costs and
                     expenses in connection with the Closing:

                     3.4.1.1. Seller's attorney's fees;

                     3.4.1.2. The promulgated rate premium and search expense
                              fees payable for the Title Commitment and owners
                              Title Policy issued pursuant thereto;

                     3.4.1.3. Documentary stamp tax on the deed, if applicable.

                     3.4.1.4. Costs required to cure title defects described in
                              Sections 2.1 and 2.2.

              3.4.2. Buyer's Costs. Buyer shall pay the following closing costs:

                     3.4.2.1. Buyer's attorneys' fees;


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                     3.4.2.2. Recording fee for the deed;

                     3.4.2.3. The expense for preparation of the certified
                              survey and any update or recertification thereof.

                     3.4.2.4. All costs for inspections and financing of the
                              Purchase Price, if any.
  
         3.5. Payment of Taxes. Taxes for the year of Closing shall be prorated
to the date of Closing utilizing the maximum discount available for early
payment. If the Closing shall occur before the tax rate is fixed for the then
current year, the apportionment of taxes shall be upon the basis of the tax rate
for the preceding year applied to the latest assessed valuation. Subsequent to
the Closing, when the tax rate is fixed for the year in which the Closing
occurs, Seller and Buyer agree to adjust the proration of taxes and, if
necessary, to refund or pay, as the case may be, on or before January 1 of the
year following the Closing, an amount necessary to effect such adjustments. This
Section 3.5 shall survive closing.

         3.6. Special Assessments. Any special assessment liens for improvements
completed prior to Closing which are certified or pending against the Property
prior to or as of the Closing Date shall be paid by Seller; provided, however,
if the assessment is payable in installments, Seller shall be required only to
pay those installments which are due and payable prior to Closing and if at the
date of Closing the Property or any part thereof shall be or shall have been
affected by an assessment or assessments which are payable in annual
installments, of which any such annual installment covers a fiscal period which
commenced less than (1) year prior to the date of Closing, such annual
installment shall be apportioned pro-rata between Seller and Buyer as of the
date of Closing of this transaction.

4. AFFIRMATIVE COVENANTS OF SELLER AND BUYER.

         4.1. Inspection. Buyer or Buyer's agents, at Buyer's expense, shall
have the right at times which will not unreasonably interfere with Seller's
business operation and upon reasonable notice to enter the Property for
inspection, tests, examination and architectural planning prior to Closing to
determine whether, in Buyer's sole discretion, (i) the Property is suitable for
Buyer's intended use thereof and (ii) whether job credits and other tax
incentives and government sponsored grant programs are available and that
Buyer's eligibility for such programs will not be adversely affected in
connection with the proposed occupancy of the Property by Buyer's parent
corporation, ABR Information Services, Inc., and any of its subsidiaries. Such
inspection may include but shall not be limited to studies, investigations, and
analyses regarding soil conditions, drainage, zoning, site plan, sewer, water,
environmental, transportation, budget financing, architectural revisions and the
projected cost thereof, and other items deemed relevant or prudent by Buyer.
If the Property is determined to 


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be unsuitable, Buyer may cancel this Agreement by giving written notice to
Seller of such cancellation at any time prior to Closing. Buyer shall,
simultaneously with such notice, deliver to Seller all copies of all reports,
surveys, and other matters relating to the Property obtained by or for the
benefit of Buyer, together with such evidence of payment of all such work and
reports done at Buyer's request as to entitle Seller to protection from the
imposition of a construction lien upon the Property as a result of Buyer's
actions. Upon delivery by Buyer of such notice and items, Escrow Agent shall
return to Buyer the Deposit. Thereafter, except for the indemnity stated in this
Section and in the provisions of Section 9.15, Buyer and Seller shall be
released from all further liability under this Agreement. The matters set forth
in Section 4.1 (ii) above shall survive Closing; provided, however, in the event
the credits, incentives, or programs described therein are not available to
Buyer after Closing, then Buyer shall have no recourse or remedy whatsoever
against Seller, including, without limitation, any right of rescission or claim
for damages.

         Buyer covenants and agrees that in exercising its rights of entry and
inspection under this Section Buyer shall not cause or permit any material
damage to the Property. Buyer shall repair any damage to the Property caused by
such entry or entries and work and shall restore the Property to substantially
the condition existing prior to such entry. In no event shall Buyer permit its
employees or agents to dispose of or permit any hazardous or toxic substances on
the Property or to damage the asbestos materials on the Property. Buyer further
covenants and agrees that Buyer will hold in strict confidence all documents,
data and information obtained by Buyer concerning the Property except that
during the Inspection Period Buyer may disclose information concerning the
Property in connection with its inspection and investigation of the Property to
those persons and firms performing inspections and studies of the Property on
behalf of Buyer or to Buyer's purchase money lenders.

         Buyer shall, as a condition to its right to enter the Property, cause
to be acquired and maintained adequate liability insurance (naming Seller as an
additional insured party) to protect Seller fully from any claims arising in
connection with Buyer's exercise of its rights of entry, investigation and
inspection of the Property. A copy of such policy shall be delivered to Seller's
attorneys prior to Buyer's exercise of its right of entry.

         4.2. Possession and Maintenance Pending Closing. Seller shall remain in
possession of the Property pending Closing. Seller covenants and agrees prior
to Closing to maintain the Property, and all buildings, equipment, and other
improvements situated thereon, in substantially the same condition and repair as
existed on the effective date hereof, normal wear and tear, damage by casualty
or the negligent or willful act of Buyer or its agents, employees or contractors
and other matters beyond Seller's reasonable control as described in this
Agreement excepted.

         4.3. Environmental Monitoring and Remediation. Buyer acknowledges the
presence of asbestos-containing products in the buildings and improvements on
the Property.


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         4.4. Further Assurances. In addition to the obligations required to be
performed hereunder by Seller at the Closing, Seller agrees to perform such
other acts, and to execute, acknowledge, and/or deliver subsequent to the
Closing such other instruments, documents and other materials as Buyer may
reasonably request in order to effectuate the consummation of the transaction
contemplated herein and to vest title to the Property in Buyer.

5. REPRESENTATIONS WITH RESPECT TO PROPERTY.

         5.1. Seller's Representations. Except as hereinafter specifically set
forth, the sale and purchase of the Property shall be "AS IS, WHERE IS, WITH ALL
FAULTS." Notwithstanding the foregoing, Seller represents and warrants to Buyer
as follows:

              5.1.1. Compliance with Agreements. Performance of this Agreement
                     will not result in any breach of, or constitute any default
                     under, or result in the imposition of, any lien or
                     encumbrance upon the Property under any agreement or other
                     instrument to which Seller is a party or by which Seller or
                     the Property might be bound.

              5.1.2. Pending Litigation. Seller has no knowledge that there are
                     any legal actions, suits or other legal or administrative
                     proceedings pending against the Property. As used in this
                     subsection, the term "knowledge" shall mean the actual
                     present recollection of Kenneth E. Armstrong, the officer
                     of Seller who has given substantive attention to the
                     subject matter of this representation and warranty.

              5.1.3. No Condemnation Pending or Threatened. To Seller's
                     knowledge, there is no pending or threatened condemnation
                     or similar proceeding affecting the Property or any portion
                     thereof, nor has Seller knowledge that any such action is
                     presently contemplated. As used in this subsection, the
                     term "knowledge" shall mean the actual present recollection
                     of Joseph H. Richardson and Kenneth E. Armstrong, the
                     officers of Seller who have given substantive attention to
                     the subject matter of this representation and warranty;
                     provided, however, Buyer acknowledges that such officers
                     have made no independent inquiry or investigation
                     concerning such matters and Buyer agrees that no such
                     independent inquiry or investigation is required by Seller
                     or its officers for this representation.

              5.1.4. Adverse Information. Except as may be disclosed in the
                     Title Commitment, Seller has no information or knowledge 


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                     of any action by adjacent landowners, or natural or
                     artificial conditions upon the Property which would
                     prevent, limit, impede, or render more costly the use of
                     the Property consistent with current land use and zoning
                     designations, other than those items disclosed in Section
                     4.3 above. As used in this subsection, the term "knowledge"
                     shall mean the actual present recollection of Joseph H.
                     Richardson and Kenneth E. Armstrong, the officers of Seller
                     who have given substantive attention to the subject matter
                     of this representation and warranty; provided, however,
                     Buyer acknowledges that such officers have made no
                     independent inquiry or investigation concerning such
                     matters and Buyer agrees that no such independent inquiry
                     or investigation is required by Seller or its officers for
                     this representation.

              5.1.5. Intentionally Omitted.

              5.1.6. Third-Party Commitments. Except as may be disclosed in the
                     Title Commitment, Seller has no knowledge commitments have
                     been made to any governmental authority, utility company,
                     school board, church or other religious body, or any
                     property owners association, or to any other organization,
                     group, or individual, relating to the Property which would
                     impose an obligation upon Buyer or its successors or
                     assigns to make any contribution or dedications of any
                     portion of the Property or to construct, install, or
                     maintain any improvements of a public or private nature on
                     the Property. As used in this subsection, the term
                     "knowledge" shall mean the actual present recollection of
                     Joseph H. Richardson and Kenneth E. Armstrong, the officers
                     of Seller who have given substantive attention to the
                     subject matter of this representation and warranty;
                     provided, however, Buyer acknowledges that such officers
                     have made no independent inquiry or investigation
                     concerning such matters and Buyer agrees that no such
                     independent inquiry or investigation is required by Seller
                     or its officers for this representation.

              5.1.7. Hazardous Waste/Refuse. Except as identified in Section 4.3
                     or as disclosed to Buyer's engineer, Law Engineering,
                     Seller has no knowledge of (i) the existence of Hazardous
                     Materials in excess of lawful limits on the Property that
                     would subject Buyer to liability under federal, state, or
                     local laws or (ii) any excavation, dumping or burial of any
                     refuse on the Property. The term "Hazardous Materials" as
                     used herein includes, without limitation, gasoline,
                     petroleum 


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                     products, explosives, radioactive materials, hazardous
                     materials, hazardous wastes, hazardous or toxic substances,
                     polychlorinated biphenyls or related or similar materials,
                     asbestos or any material containing asbestos, or any other
                     substance or material as is now defined as a hazardous or
                     toxic substance by any Federal, state or local
                     environmental law, ordinance, rule, or regulation
                     including, without limitation, the Comprehensive
                     Environmental Response, Compensation, and Liability Act of
                     1980, as amended (42 U.S.C. Section 9601, et seq.), the
                     Hazardous Materials Transportation Act, as amended (42
                     U.S.C. Section 1801, et seq.) the Resource Conservation and
                     Recovery Act, as amended (42 U.S.C. Section 1251, et seq.),
                     the Clean Air Act, as amended (42 U.S.C. Section 7401, et
                     seq.) and in the regulations promulgated pursuant thereto.
                     As used in this subsection, the term "knowledge" shall mean
                     the actual present recollection of David L. Miller, the
                     officer of Seller who has given substantive attention to
                     the subject matter of this representation and warranty;
                     provided, however, Buyer acknowledges that such officer has
                     made no independent inquiry or investigation concerning
                     such matters and Buyer agrees that no such independent
                     inquiry or investigation is required by Seller or its
                     officers for this representation.

              5.1.8. Survival of Representations and Warranties. The
                     representations and warranties set forth in this Article 5
                     shall be continuing and shall be true and correct on and as
                     of the Closing Date with the same force and effect as if
                     made at that time. All representations and warranties set
                     forth herein shall survive Closing for a period of two (2)
                     years.

         5.2. Buyer's Representations. Buyer represents and warrants to Seller
as follows:

              5.2.1. Ability to Perform. Buyer is a solvent corporation and has
                     the financial resources and ability to perform Buyer's
                     obligations under this Agreement.

              5.2.2. Compliance with Agreements. Performance of this Agreement
                     will not result in any breach of, or constitute any default
                     under, or result in the imposition of, any lien or
                     encumbrance upon the Property under any agreement or other
                     instrument to which Buyer is a party or by which Buyer or
                     the Property might be bound.


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6. CONDITIONS TO CLOSING.

         6.1. Conditions to Buyer's Obligations. The obligation of Buyer
hereunder to consummate the Closing contemplated hereby is subject to the
satisfaction of each of the following conditions (any of which may be waived in
whole or in part in writing by Buyer at or prior to the Closing):

              6.1.1. Correctness of Representations and Warranties. The
                     representations and warranties of Seller set forth herein
                     shall be true on and as of the Closing Date with the same
                     force and effect as if such representations and warranties
                     had been made on and as of the Closing Date.

              6.1.2. Compliance by Seller. Seller shall have performed, observed
                     and complied with all of the covenants, agreements and
                     conditions required by this Agreement to be performed,
                     observed and complied with by Seller prior to or as of the
                     Closing.

If any contingency is not satisfied, or waived in writing, the Deposit
hereunder, and all interest thereon, shall be returned to Buyer, and, except for
the provisions of Sections 4.1 and 9.15 hereof, this Agreement shall be of no
further force and effect.

7. PROVISIONS WITH RESPECT TO DEFAULT AND DEPOSIT.

         7.1. Default by Seller. If this Agreement is not canceled by Buyer
pursuant to the provisions permitting Buyer to cancel, then in the event that
Seller is able, but refuses to perform its obligations under this Agreement,
Buyer as its sole remedies: (i) may enforce specific performance of this
Agreement or (ii) Buyer may elect to cancel this Agreement, whereby Buyer shall
not be required to purchase and Seller shall not be required to convey the
Property and the Deposit made hereunder shall be returned to Buyer.

         7.2. Default by Buyer. In the event this transaction does not close on
account of Buyer's default, the Deposit paid or required to be paid by Buyer
under the provisions of this Agreement and all interest earned thereon shall be
paid to Seller as Seller's sole remedy and as agreed and liquidated damages on
account of Buyer's failure to purchase the Property pursuant to the terms of
this Agreement. In that event, except as hereafter expressly provided, both
parties shall be released from all further obligations to each other under this
Agreement. Buyer acknowledges that payment of the earnest money deposit is
reasonable as liquidated damages for withdrawal of the Property from the real
estate market because the precise amount of the damages to be suffered by Seller
as a result of the withdrawal of the property from the real estate market for
the term of this Agreement is impossible to ascertain on the effective date.
Anything herein to the contrary notwithstanding, the parties 


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<PAGE>   15

acknowledge that such liquidated damages relate only to any loss to Seller
occurring as a result of withdrawal of the Property from the real estate market
and do not relate to nor approximate damages to be suffered by Seller as a
result of Buyer's failure to perform its obligations described in Section 4.1 or
Section 9.15 in the manner prescribed therein or to pay for all tests and
inspections of the Property (or damage or contamination to or of the Property)
made pursuant to the provisions of Section 4.1 of this Agreement. The parties
further acknowledge that Buyer's indemnities under Sections 4.1 and 9.15 are the
subject of separate and distinct consideration, and nothing herein shall be
deemed to supersede nor limit Seller's ability to enforce all of Seller's rights
under the indemnity provisions of Sections 4.1 and 9.15 nor to release or cancel
Buyer's indemnity obligations under the provisions of Sections 4.1 and 9.15.

         7.3. Mutuality of Remedies. Each of the parties acknowledges that the
remedies stated herein have been negotiated and provide mutual, satisfactory and
adequate and proper compensation and consideration to each of the parties and
that such remedies take into account the peculiar risks of each of the parties.

8. COMMISSIONS.

         Seller warrants and represents to Buyer, and Buyer warrants and
represents to Seller, that no brokers are involved in this transaction except
for Echelon Real Estate Services, Inc., whose commission shall be the sole
responsibility of Seller pursuant to the provisions of a separate agreement
between such broker and Seller. Seller agrees that if any claims for brokerage
commissions or fees are made against Buyer by such broker in connection with
this transaction, all such claims shall be paid by Seller. Seller and Buyer
further agree to indemnify and hold each other harmless from and against any and
all other claims or demands with respect to any brokerage fees or agents'
commissions or other compensation asserted against the other party by any
person, firm or corporation claiming through the indemnifying party in
connection with this Agreement or the transaction contemplated hereby. This
Section shall survive the Closing.

9. OTHER CONTRACTUAL PROVISIONS.

         9.1. Assignability. Buyer may not assign its rights under this
Agreement except as follows: (i) the party to whom such assignment is made shall
be a subsidiary of Buyer (as that term is defined under United States Securities
Exchange Commission Rule 1-02 under Regulation S-X, 17 CFR Part 210.1-02); (ii)
the party to whom such assignment is made shall be a parent of Buyer (as that
term is defined under United States Securities Exchange Commission Rule 1-02
under Regulation S-X, 17 CFR Part 210.1-02); (iii) the party to whom such
assignment is made shall furnish evidence satisfactory to Seller of its ability
to pay the Purchase Price; (iv) no such assignment shall delay closing nor shall
it increase Seller's costs and expense, nor impair Seller's ability to perform
its obligations under this Agreement; (v) an executed copy of such assignment is
furnished to Seller within twenty-four (24) hours following 


                                      -13-

<PAGE>   16

the assignment, and (vi) any such assignee shall, in such written assignment,
assume and agree to perform all of Buyer's obligations under this Agreement.

         9.2. Notices. Any notice to be given or to be served upon any party
hereto in connection with this Agreement must be in writing, and may be given by
certified mail, hand delivery, or overnight receipt delivery service, and shall
be deemed to have been given and received when delivered to and received by the
party to whom it is addressed. Such notices shall be given to the parties hereto
at the following addresses:

FOR BUYER:                                   FOR SELLER:

ABR Properties, Inc.                         Florida Power Corporation
34125 U.S. Highway 19 North                  3201 34th Street South
Palm Harbor, FL 34684-2116                   St. Petersburg, FL 33711

Attn: Mr. Joseph C. Lukason,                 Attn: Kenneth E. Armstrong, Esq.
President

WITH A COPY TO:                              WITH A COPY TO:

Timothy A. Johnson, Jr.                      Ruth Barnes Kinsolving
Johnson, Blakely, et al                      Carlton Fields
P. 0. Box 1368                               P. O. Box 3239
Clearwater, FL 33757                         Tampa, FL   33601-3239

Any party hereto may, at any time by giving five (5) days' written notice to the
other party hereto, designate any other address in substitution of the foregoing
address to which such notice shall be given and other parties to whom copies of
all notices hereunder shall be sent.

         9.3. Entire Agreement: Modification. This Agreement embodies and
constitutes the entire understanding between the parties with respect to the
transaction contemplated herein. All prior or contemporaneous agreements,
understandings, representations, and statements, oral or written, are merged
into this Agreement. Neither this Agreement nor any provision hereof may be
waived, modified, amended, discharged, or canceled except by an instrument in
writing signed by the party against which the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only to
the extent set forth in such instrument.

         9.4. Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Florida. Venue shall lie
exclusively in Pinellas County, Florida.


                                      -14-

<PAGE>   17

         9.5. Binding Affect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors and permitted assigns.

         9.6. Severability. In case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.

         9.7. Time for Acceptance: Date of Contract. This Agreement shall be
null and void and of no effect unless signed by Seller and Buyer on or before
5:00 p.m. local time on October 2, 1997.

         9.8. Effective Date of Agreement. For all purposes herein, the "date"
or "effective date" of this Agreement shall be the date it is executed by the
latter of Seller and Buyer.

         9.9. Earnest Money Deposit and Provisions Relating to Escrow.

              9.9.1. Disbursement of Earnest Money Deposit. If Buyer shall not
                     elect to cancel this Agreement prior to Closing, then at
                     Closing, Escrow Agent shall disburse the Deposit to the
                     Seller. If Buyer shall elect to cancel this Agreement prior
                     to Closing, then, subject to Section 4.1, the Deposit shall
                     be returned to Buyer.

              9.9.2. Duties. The Escrow Agent agrees to hold and disburse all
                     monies paid in escrow in accordance with the terms and
                     conditions of this Agreement. All such escrowed funds paid
                     by Buyer shall be invested in an interest bearing account.
                     Wherever the terms of this Agreement require the Escrow
                     Agent to disburse the escrowed funds, the Escrow Agent
                     shall also simultaneously pay all accrued interest earned
                     thereon to the party to whom such escrowed funds are
                     payable under this Agreement. The parties acknowledge and
                     agree that if the sale and purchase of the Property is
                     closed pursuant to the terms of this Agreement, then
                     interest earned on the Deposit shall be credited against
                     the cash due from Buyer at closing.

              9.9.3. Dispute. If there is any dispute as to whether Escrow Agent
                     is obligated to deliver the Deposit, or as to whom the
                     Deposit is to be delivered, Escrow Agent will not be
                     obligated to make any delivery of the Deposit, but in such
                     event may hold the Deposit until receipt by Escrow Agent of
                     an authorization in writing signed by all of the persons


                                      -15-

<PAGE>   18

                     having an interest in such dispute, directing the
                     disposition of the sum, or in the absence of such
                     authorization, Escrow Agent may hold the Deposit until a
                     court of competent jurisdiction shall determine the rights
                     of the parties in an appropriate proceeding. If such
                     written authorization is not given, or proceedings for such
                     determination are not begun and diligently continued,
                     Escrow Agent may, but is not required, to hold the Deposit
                     until (i) the parties mutually agree to the disbursement
                     thereof, or (ii) a judgment of court of competent
                     jurisdiction shall determine the rights of the parties, or
                     Escrow Agent may deposit same into the registry of the
                     court, and interplead the parties, and upon notifying all
                     parties concerned of such action, all liability on the part
                     of the Escrow Agent shall cancel, except to the extent of
                     accounting for the money delivered out of escrow. Once
                     Escrow Agent has tendered into the registry or custody of
                     any court of competent jurisdiction all money and/or
                     property in its possession under this Agreement, Escrow
                     Agent shall be discharged from all duties arising and shall
                     have no further liability hereunder as Escrow Agent. Seller
                     acknowledges that Escrow Agent is the law firm which
                     represents Buyer in connection with the transaction
                     contemplated by this Agreement and consents to such law
                     firm representing Buyer or in the event of any dispute with
                     respect to the Deposit on this Agreement.

              9.9.4. Confirmation of Deposit. Escrow Agent confirms that Escrow
                     Agent is holding the Deposit pursuant hereto.

         9.10. Gender. Whenever the context permits, the singular shall include
the plural and one gender shall include all.

         9.11. Radon. Radon is a naturally occurring radioactive gas that, when
it has accumulated in a buildings 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 testing may be obtained from your county public
health unit.

         9.12. Risk of Loss by Condemnation. If after the date hereof and prior
to Closing, all or a part of the Property is subjected to a bona fide threat of
condemnation by a body other than Seller having the power of eminent domain or
is taken other than by Seller by eminent domain or condemnation (or sale in lieu
thereof), Buyer may, by written notice to Seller, elect to cancel this Agreement
within five (5) days of Buyer's receipt of notice of such taking or the Closing
(whichever is earlier), in which event both parties shall be relieved and
released of and from any further liability hereunder, and the Deposit made by
Buyer hereunder shall forthwith be returned to 


                                      -16-

<PAGE>   19

Buyer, whereupon this Agreement shall become null and void and be considered
canceled, except for Section 9.15 hereof. If no such election to cancel is made,
this Agreement shall remain in full force and effect and the purchase
contemplated herein, less any interest taken by eminent domain or condemnation,
shall be effected with no adjustment in Purchase Price, and at Closing Seller
shall assign, transfer, and set over to Buyer all of the right, title and
interest of Seller in and to any awards that have been or that may thereafter be
made for the fee simple title to the Property so taken; provided, however,
Seller shall not assign nor release any awards made for the taking of Seller's
post-closing leasehold estate, if any, nor for Seller's business relocation and
moving expenses. Seller covenants that it will not exercise any right of eminent
domain it may have with respect to the Property.

         9.13. Risk of Loss by Casualty. The risk of loss or damage to the
Premises by casualty up to the date of Closing is assumed by Seller. If the
Property is damaged by fire or other casualty before Closing and the cost
thereof exceeds five percent (5%) of the Purchase Price, Seller may elect either
to pay the cost of repair and restoration to substantially the same condition as
existed prior to such casualty or to advise Buyer that Seller does not elect to
make such repairs. If Seller does not elect to make such repairs, Buyer shall
have the option of either taking the Property "as is" together with all
insurance proceeds (including self insurance) that may be payable or credited to
Seller as a result of such damage to the Property or Buyer may cancel this
Agreement and receive a return of the Deposit, subject to the provisions of
Sections 4.1 and 9.15. If Buyer does not elect to cancel as a result of such
damage within five (5) days of Buyer's receipt of Seller's notice that Seller
will not pay the costs or make the repairs, Buyer shall be deemed to have waived
Buyer's right to cancel and the parties shall close the sale and purchase of the
Property in the manner described in this Agreement; provided, however, if the
Property is damaged to the extent that Seller does not desire to occupy the
Property after Closing, then if Buyer does not elect to cancel this Agreement,
Seller may elect to decline to leaseback the Property. If Seller elects to
decline to leaseback the Property, then, at Buyer's option, Buyer may (i) close
and Seller shall deliver possession of the Property to Buyer at Closing or (ii)
elect to cancel this Agreement, in which event, subject to the provisions of
Section 4.1 hereof, the Deposit shall be returned to the Buyer. At Closing,
Seller shall pay or assign to Buyer the insurance proceeds (including self
insurance) paid or payable to Seller as a result of the damage to the Property.

         9.14. Executed Counterparts. This Agreement may be executed in several
counterparts, each constituting a duplicate original, but all such counterparts
constituting one and the same Agreement.

         9.15. Confidentiality. Buyer and Seller acknowledge to one another that
that the agreement of each not to divulge to any third party certain information
is a material inducement to each party to execute and perform its obligations
under this Agreement.


                                      -17-

<PAGE>   20

              9.15.1. Buyer's Failure to Close. If Buyer should fail to
                      consummate the purchase of the Property for any reason,
                      then anything in this Agreement to the contrary
                      notwithstanding, neither Buyer nor Seller (i) shall
                      disclose the reason or reasons the transaction was not
                      closed to any third party, and (ii) Buyer and Seller shall
                      keep the contents of this Agreement and the results of all
                      studies and inspections obtained by Buyer in connection
                      with the Property strictly confidential except as required
                      to enforce the parties' rights under this Agreement.

              9.15.2. Public Disclosure. Except as otherwise required by law or
                      the rules of any applicable national securities exchange
                      or as mutually agreed, neither Buyer nor Seller shall
                      make, or cause to be made, any public disclosure or other
                      formal announcement to the press or any media with respect
                      to the transactions contemplated hereby without the prior
                      consent and approval (oral or written) of the other party.
                      In the event either party is advised by its counsel that
                      public disclosure is so required, such party shall provide
                      the other party with a reasonable opportunity to comment
                      on the text of the proposed disclosure prior to its
                      release.

              9.15.3. Confidentiality. Buyer agrees that it will treat in
                      confidence (i) all documents, materials and other
                      information which it shall have obtained regarding the
                      Property during the course of the negotiations leading to
                      the consummation of the transactions contemplated hereby
                      (whether obtained before or after the effective date) (the
                      "Confidential Information") and, in the event the
                      transactions contemplated hereby shall not be consummated,
                      Buyer will return to Seller all copies of all documents
                      and materials which have been furnished in connection
                      therewith. Such Confidential Information shall not be
                      communicated to any third person (other than Buyer's
                      design representatives and advisors, including without
                      limitation, Buyer's lenders, officers, attorneys,
                      consultants, and contractors ("Buyer's Representatives"),
                      all of whom shall likewise be bound by this requirement
                      for confidentiality. A breach of such requirement by such
                      representatives shall be deemed a breach by Buyer). Buyer
                      shall not use any Confidential Information in any manner
                      whatsoever except solely for the purpose of evaluating the
                      proposed purchase of the Property. The obligation of Buyer
                      to treat such Confidential Information in confidence shall
                      not apply to any information which (i) is on the date
                      hereof or hereafter is a public 


                                      -18-

<PAGE>   21

                      record, or (ii) which becomes generally available to the
                      public other than as a result of a disclosure, directly or
                      indirectly, by the Buyer or Buyer's Representatives of
                      such Confidential Information after the date hereof or
                      (iii) becomes available on a nonconfidential basis from a
                      source other than the Seller or its representatives which
                      source was not itself bound by a confidentiality agreement
                      with the disclosing party or its representatives.

              9.15.4. Breach. In the event of either party's breach of the
                      foregoing confidentiality requirement, (1) the
                      non-breaching party shall be entitled without prejudice to
                      the rights and remedies otherwise available to the
                      non-breaching party at law or in equity, to equitable
                      relief by way of injunction if the breaching party or its
                      representatives breach or threaten to breach the
                      provisions of this Section; and (2) the breaching party
                      shall indemnify the other party in respect of any and all
                      claims, losses, costs, liabilities, and expenses
                      recoverable at law (excluding attorneys' fees) , resulting
                      directly or indirectly from or arising out of any breach
                      of the provisions of this Section by the breaching party
                      or its representatives.

         9.16. Time of Essence. Time is of the essence in the performance of and
compliance with each of the provisions and conditions of this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                    SELLER:

WITNESSES:                          FLORIDA POWER CORPORATION,
                                    a Florida corporation

/s/ Kenneth E. Armstrong            By: /s/ David L. Miller
----------------------------        ---------------------------------
                                            David L. Miller
/s/                                 Title:  Vice President
----------------------------
                                    Date:   October 2nd, 1997



                                     -19-
<PAGE>   22



                                    BUYER:

                                    ABR PROPERTIES, INC.,
                                    a Florida corporation

/s/ John W. Popron                  By: /s/ Joseph C. Lukason
----------------------------        ---------------------------------
                                        Mr. Joseph C. Lukason
/s/                                 Title: President
----------------------------
                                    Date: October 2, 1997

                                    ESCROW AGENT:

                                    JOHNSON, BLAKELY, POPE, BOKOR,
                                    RUPPEL & BURNS, P.A.

                                    By: /s/ Timothy A. Johnson, Jr.
                                    ---------------------------------
                                        Name: Timothy A. Johnson, Jr.
                                    Title: President



                                     -20-

<PAGE>   23
                                  EXHIBIT "A"

                                LEGAL DESCRIPTION

PARCEL 1:

Lot 1, Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION, according to the
Plat thereof on file in the Office of the Clerk of the Circuit Court in and for
Pinellas County, Florida recorded in Plat Book 67, page 59 and 60, said lands
situate, lying and being in Pinellas County, Florida.

PARCEL 2:

Lot 1, Block "A" FLORIDA POWER HEADQUARTERS SUBDIVISION FIRST ADDITION,
according to the Plat thereof on file in the Office of the Clerk of the Circuit
Court in and for Pinellas County, Florida recorded in Plat Book 94, page 3, said
lands situate, lying and being in Pinellas County, Florida.

PARCEL 3:

The West 710.00 feet of the SE 1/4 of the SE 1/4 of Section 34, Township 31
South, Range 16 East, Pinellas County, Florida, less the South 450.00 feet
thereof, and less the West 50.00 feet thereof for road right-of-way; together
with that part of the North 267.72 feet of said SE 1/4 of the SE 1/4, less the
West 710.00 feet thereof, lying west of Broadwater Plaza, as recorded in Plat
Book 75, Page 63 Public Records of Pinellas County, Florida, being more
particularly described as follows:

Commence at the SE corner of the SE 1/4 of Section 34, Township 31 South, Range
16 East, Pinellas County, Florida; thence N 89 degrees 54'56" W., along the
South boundary of said SE 1/4, a distance of 1323.05 feet to the SW corner of
the SE 1/4 of said SE 1/4; thence N 0 degrees 15'08" E., along the West boundary
of said SE 1/4 of the SE 1/4, a distance of 450.00 feet; thence S 89 degrees
54'56" E., 450.00 feet from and parallel with said South boundary, a distance of
50.00 feet to a point on the last right-of-way line of 37th Street South and the
point of beginning; thence continue S 89 degrees 54'56" E., 450.00 feet from and
parallel with said South boundary, a distance of 660.00 feet; thence N 0 degrees
15'08" E., 710.00 feet from and parallel with said West boundary, a distance of
609.45 feet to a point on an extension of the South boundary of Lot 1, Block 1,
BROADWATER PLAZA, as recorded I Plat Book 75, Page 63, of the Public Records of
Pinellas County, Florida; thence S 89 degrees 52'40" E., along said extension,
23.00 feet to the SW corner of said Lot 1; thence N 0 degrees 15'08" E., along
the West boundary of said Lot 1, a distance of 267.72 feet to the NW corner of
said Lot 1, thence N 89 degrees 52'40" W., along the South boundary of Lot 1,
Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION, as recorded in Plat Book 67,
Pages 59 and 60, Public Records of Pinellas County, Florida, a distance of
683.00 feet to the SW corner of said Lot 1; thence S 0 degrees 15'08" W., along
the East right-of-way line of said 37th Street South, 50.00 feet from and
parallel with the West boundary of said SE 1/4 of the SE 1/4, a distance of
877.61 feet to the point of beginning. All being in the SE 1/4 of Section 34,
Township 31 South , Range 16 East, Pinellas County, Florida.

LESS THAT PORTION THEREOF DESCRIBED AS:

Lot 1, Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION FIRST ADDITION,
according to the Plat thereof on file in the Office of the Clerk of the Circuit
Court in and for Pinellas County, Florida recorded in Plat Book 94, page 3, said
lands situate, lying and being in Pinellas County, Florida.


                                       2
<PAGE>   24



PARCEL 4:

Lot 1, Block 2, BROADWATER PLAZA, according to the Plat thereof on file in the
office of the Clerk of the Circuit Court in and for Pinellas County, Florida
recorded in Plat Book 75, page 63, said lands situate, lying and being in
Pinellas County, Florida.

PARCEL 5:

Lot 1, Block A, PERRY'S SKYVIEW SUBDIVISION, according to the Plat thereof on
file in the Office of the Clerk of the Circuit Court in and for Pinellas County,
Florida recorded in Plat Book 36, page 4, said lands situate, lying and being in
Pinellas County, Florida.

                            END OF LEGAL DESCRIPTION


<PAGE>   25


                                  EXHIBIT "B"

                              SCHEDULE OF SELLER'S
                           TANGIBLE PERSONAL PROPERTY
                     (except where expressly excluded below)

1.       SECURITY SYSTEM

         a.       All Westinghouse Proximity Readers
         b.       All Panasonic Cameras, Recorders, Switches & Controllers which
                  pertain only to the G.O.C. Site
         c.       On site processing computer using Westinghouse 5850 Software
         d.       Two (2) Security Golf Carts

         The following items shall be excluded from this sale and conveyance:
         All Wide Area Network System components, software and auxiliary
         equipment, including but not limited to , Video and Remote Site Alarm
         monitoring, which shall be retained by Seller.

2.       UNINTERRUPTED POWER SUPPLY

         Emerson UPS system, 600 kva with 300 kva redundant, expandable to 1200
         kva total. Two string 450 kw battery with 2000 amp switchgear

3.       ALL CAFETERIA SUPPLIES, EQUIPMENT AND UTENSILS

         (1)      55" x 33" Refrigerator
         (2)      28" x 27" Refrigerator
         (6)      Side by Side Refrigerators
         (2)      Grills
         (2)      Deep Freezers
         (1)      Bun Warmer
         (1)      General Warmer
         (1)      Oven
         (1)      28' x 38" Mixer
         (6)      Refrigerated Units
         (2)      5' Round Tables
         (2)      6' Round Tables
         (25)     3' Round Tables
         (100)    Chairs
         (1)      Sandwich Bar
         (1)      Salad Bar
         (1)      Soup Bar
         (1)      Steam Table
         (1)      Cold Table

<PAGE>   26

        The following items are owned by vendors and will be excluded from 
        this sale and conveyance:

        (2)     Ice Machines
        (1)     Juice Dispenser
        (1)     Soft Drink Dispenser
        (1)     Coffee Maker
        (1)     Yogurt Dispenser

4.      MAINTENANCE SUPPLIES, EQUIPMENT AND VEHICLES

        a.      Four (4) Golf Carts
        b.      50% of the on site Service Carts
        c.      All items in the Maintenance Store Room and in the Electrical
                Shed except for all tools which are the property of third party 
                Vendors
        d.      The Upright UL-24 Electrical Lift

5.      GENERATING EQUIPMENT & SWITCH GEAR

        a.      Onan/Cummins 300kw emergency power generator and transfer
                scheme
        b.      Caterpillar 1000kw emergency power generator
        c.      Fuel System, 3 @ 2,000 gallon Convault tanks with Omron
                automated pumping and leak detection system - 200 gallon day 
                tanks on both gensets

6.      ALL ROOF ANTENNAS AND AUXILIARY COMMUNICATION EQUIPMENT USED FOR INTER
        G.O.C. COMMUNICATION

        The following items will be excluded:

        a.      All equipment related to intra G.O.C. communication
        b.      The Microwave Dish which is Property of USF

7.      AUDITORIUM EQUIPMENT

        a.      All built-in Audio & Video equipment used exclusively to
                support Auditorium operations shall become property of the 
                buyer, which includes:

                (1)     Projector-Optical Radiation Corporation
                (1)     Screen
                (2)     Speakers JBL
                (1)     Sony Reel to Reel Tape Recorder
                (1)     York Controls Decoder
                (1)     JBL Amplifier
                (1)     Podium and Controls
                (2)     8' Folding Tables
        

        
<PAGE>   27
                All Black and Chrome Chairs
                All PA Equipment

                The Seller shall use good faith efforts to label all
                disconnected wires

        b.      All Video Production Equipment which does not support the
                operation of the Auditorium shall remain as Personal Property 
                of the Seller

        c.      All portable Audio & Video equipment shall remain as personal
                property of the Seller



<PAGE>   28

                                 EXHIBIT "C"

                  COMMONWEALTH LAND TITLE INSURANCE COMPANY

                        COMMITMENT FOR TITLE INSURANCE
                                  SCHEDULE A


Commitment No.
Company File No. TP229157
Agent File No.  FLORIDA POWER CO
                 Effective Date: August 29, 1997 at 8:00 A.M.

Policy or Policies to be issued:

OWNER'S: $ (TO BE DETERMINED)
        ALTA Owners Policy (10/17/92) with Florida modifications

Proposed Insured:

TO BE DETERMINED

LOAN:

Proposed Insured:

NONE

The estate or interest in the land described or referred to in this Commitment
and covered herein is a fee simple, and title thereto is at the effective date
hereof vested in:

FLORIDA POWER CORPORATION, a Florida corporation

The land referred to in this Commitment is described as follows:

         LEGAL DESCRIPTION IS ATTACHED HERETO AND MADE A PART HEREOF

Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A.
One Harbor Place
P.O. Box 3239
Tampa, FL  33601
(813) 223-7000


Countersigned:  ________________________________
                  Authorized Officer or Agent



VALID ONLY IF FACE PAGE, SCHEDULE B AND COVER ARE ATTACHED

                                      1
<PAGE>   29
Commitment No.
Company File No. TP229157
Agent File No. FLORIDA POWER CO

                               LEGAL DESCRIPTION

PARCEL 1:

Lot 1, Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION, according to the Plat
thereof on file in the Office of the Clerk of the Circuit Court in and for
Pinellas County, Florida recorded in Plat Book 67, page 59 and 60, said lands
situate, lying and being in Pinellas County, Florida.

PARCEL 2:

Lot 1, Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION FIRST ADDITION,
according to the Plat thereof on file in the Office of the Clerk of the Circuit
Court in and for Pinellas County, Florida recorded in Plat Book 94, page 3,
said lands situate, lying and being in Pinellas County, Florida.

PARCEL 3:

The West 710.00 feet of the SE 1/4 of the SE 1/4 of Section 34, Township 31
South, Range 16 East, Pinellas County, Florida, less the South 450.00 feet
thereof, and less the West 50.00 feet thereof for road right-of-way; together
with that part of the North 267.72 feet of said SE 1/4 of the SE 1/4, less the
West 710.00 feet thereof, lying west of Broadwater Plaza, as recorded in Plat
Book 75, Page 63, Public Records of Pinellas County, Florida, being more
particularly described as follows:

Commence at the SE corner of the SE 1/4 of Section 34, Township 31 South, Range
16 East, Pinellas County, Florida; thence N 89 degrees 54'56" W., along the
South boundary of said SE 1/4, a distance of 1323.05 feet to the SW corner of
the SE 1/4 of said SE 1/4; thence N 0 degrees 15'08" E., along the West
boundary of said SE 1/4 of the SE 1/4, a distance of 450.00 feet; thence S 89
degrees 54'56" E., 450.00 feet from and parallel with said South boundary, a
distance of 50.00 feet to a point on the East right-of-way line of 37th Street
South and the point of beginning; thence continue S 89 degrees 54'56" E.,
450.00 feet from and parallel with said South boundary, a distance of 660.00
feet; thence N 0 degrees 15'08" E., 710.00 feet from and parallel with said
West boundary, a distance of 609.45 feet to a point on an extension of the
South boundary of Lot 1, Block 1, BROADWATER PLAZA, as recorded in Plat Book
75, Page 63, of the Public Records of Pinellas County, Florida; thence S 89
degrees 52'40" E., along said extension, 23.00 feet to the SW corner of said
Lot 1, thence N 0 degrees 15'08" E., along the West boundary of said Lot 1, a
distance of 267.72 feet to the NW corner of said Lot 1; thence N 89 degrees
52'40" W., along the South boundary of Lot 1, Block "A", FLORIDA POWER
HEADQUARTERS SUBDIVISION, as recorded in Plat Book 67, Pages 59 and 60, Public
Records of Pinellas County, Florida, a distance of 683.00 feet to the SW corner
of said Lot 1; thence S 0 degrees 15'08" W., along the East right-of-way line
of said 37th Street South, 50.00 feet from and parallel with the West boundary
of said SE 1/4 of the SE 1/4, a distance of 877.61 feet to the point of
beginning. All being in the SE 1/4 of Section 34, Township 31 South, Range 16
East, Pinellas County, Florida.

LESS THAT PORTION THEREOF DESCRIBED AS:

Lot 1, Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION FIRST ADDITION,
according to the Plat thereof on file in the Office of the Clerk of the Circuit
Court in and for Pinellas County, Florida recorded in Plat Book 94, page 3,
said lands situate, lying and being in Pinellas County, Florida.


                                       2
<PAGE>   30
Commitment No. 
Company File No. TP229157
Agent File No. FLORIDA POWER CO


PARCEL 4:

Lot 1, Block 1, BROADWATER PLAZA, according to the Plat thereof on file in the 
Office of the Clerk of the Circuit Court in and for Pinellas County, Florida 
recorded in Plat Book 75, page 63, said lands situate, lying and being in
Pinellas County, Florida.         

PARCEL 5:

Lot 1, Block A, PERRY'S SKYVIEW SUBDIVISION, according to the Plat thereof on 
file in the Office of the Clerk of the Circuit Court in and for Pinellas 
County, Florida recorded in Plat Book 36, page 4, said lands situate, lying and 
being in Pinellas County, Florida.         


                           END OF LEGAL DESCRIPTION



                                      3
                











<PAGE>   31

Commitment No. 
Company File No. TP229157
Agent File No. FLORIDA POWER CO


                             SCHEDULE B-SECTION 1


The following are the requirements to be complied with:

 1.   Payment of the full consideration to or for the account of the grantors
      or mortgagors.

 2.   Instrument(s) creating the estate or interest to be insured must be
      approved, executed and filed for record:

      a)   Warranty Deed from FLORIDA POWER CORPORATION, a Florida corporation
           to TO BE DETERMINED.


 3.   Payment of all taxes, charges, assessments, levied and assessed against
      subject premises, which are due and payable.

 4.   Submit proof from the City of St. Petersburg, that any outstanding
      municipal assessments due, have been paid.

 5.   Partial release of the insured land from that certain Indenture by and
      between FLORIDA POWER CORPORATION AND MORGAN GUARANTEE TRUST COMPANY OF 
      NEW YORK, dated January 1, 1944 and recorded in Mortgage Book 566, page
      1, as amended by 38 Supplemental Indentures, the most recent recorded 
      July 25, 1994 in Official Records Book 8734, page 1574, of the Public 
      Records of Pinellas County, Florida, whereby FIRST CHICAGO TRUST COMPANY
      OF NEW YORK, as Trustee, has succeeded to the interest of Trustee under 
      the Indenture and all Supplemental Indentures.

 6.   No liability is incurred by this Commitment until the nominee of, and/or
      the Proposed Insured is disclosed and approved by this Company, or the 
      issuing agent herein.

 7.   Upon receipt of this Commitment, you must obtain written authorization
      from the Company to issue the commitment if the amount of the policy or 
      policies to be issued exceeds your agency limits.


                         END OF SCHEDULE B-SECTION 1
                                      


                                      4
<PAGE>   32
Commitment No.                          Company File No. TP229157
Agent File No. FLORIDA POWER CO

                             SCHEDULE B-SECTION 2

Schedule B of the policy or policies to be issued will contain exceptions to
the following matters unless the same are disposed of to the satisfaction of
the company:

1.   Defects, liens, encumbrances, adverse claims or other matters, if any,
     created, first appearing in the public records or attaching subsequent to
     the effective date hereof but prior to the date the proposed Insured 
     acquires for value of record the estate or interest or mortgage thereon
     covered by this Commitment.

2.   Rights or claims of parties in possession not shown by the public records. 

3.   Easements or claims of easements not shown by the public records.

4.   Encroachments, overlaps, boundary line disputes, and any other matters
     which would be disclosed by an accurate survey or inspection of the
     premises.

5.   Any lien, or right to a lien, for services, labor, or material heretofore
     or hereafter furnished, imposed by law and not shown by the public records.

6.   Any claim that any part of said land is owned by the State of Florida by
     right of sovereignty, and riparian rights, if any.

7.   Taxes for the year of the effective date of this Commitment and taxes or
     assessments which are not shown as existing liens by the public records or
     which may be levied or assessed subsequent to the date hereof. Said taxes
     become a lien as of January 1 of each year, but are not due and payable
     until November 1 of that same year, pursuant to section 197.333 F.S.

8.   Taxes or assessments for the year 1997 and subsequent years, and taxes or
     assessments which are not shown as existing liens by the public records.

9.   Restrictions, covenants and conditions as contained in the Warranty Deeds
     recorded June 9, 1970 and June 10, 1970, respectively in Official Records
     Book 3339, page 710 and in Official Records Book 3340, page 443, of the
     Public Records of Pinellas County, Florida. (Affects Parcels 2 and 4)

10.  Terms and conditions of Sidewalk Covenant recorded October 18, 1971 in
     Official Records Book 3644, page 217, of the Public Records of Pinellas
     County, Florida. (Affects Parcels 1 and 4)

11.  Easement in favor of THE CITY OF ST. PETERSBURG contained in instrument 
     recorded October 25, 1976 in Official Records Book 4470, page 1286, and
     Resolution Accepting Grant of Easement recorded October 25, 1976 in 
     Official Records Book 4470, page 1285, of the Public Records of Pinellas
     County, Florida. (Affects Parcel 2)

12.  Restrictions, covenants, conditions and easements as shown on the Plat of
     FLORIDA POWER HEADQUARTERS SUBDIVISION FIRST ADDITION, recorded in Plat
     Book 94, page 3 of the Public Records of Pinellas County, Florida, which
     shows an easement of 20 feet along the NORTH property line for SANITARY
     SEWER purposes, as set out and reserved on said Plat. (Affects Parcel 2)

13.  Easement in favor of FLORIDA POWER CORPORATION contained in instrument 
     recorded October 8, 1976 in Official Records Book 4465, page 367, of the
     Public Records of Pinellas County, Florida. (Affects Parcel 4)


                                       5
<PAGE>   33
Commitment No.                               Company File No. TP229157
Agent File No. FLORIDA POWER CO.

14.  Restrictions, covenants, conditions and easements as shown on the Plat of
     BROADWATER PLAZA, recorded in Plat Book 75, page 63 of the Public Records
     of Pinellas County, Florida, which shows an easement of 10 feet along the
     West property line for utility purposes, as set out and reserved on said 
     Plat. (Affects Parcel 4)

15.  Easement over the West 5 feet of Parcel 5 herein for public utilities, as
     shown and noted upon the plat of PERRY'S SKYVIEW SUBDIVISION, recorded in 
     Plat Book 36, page 4, Public Records of Pinellas County, Florida. (Affects
     Parcel 5)

16.  Easement in favor of FLORIDA POWER CORPORATION contained in instrument 
     recorded February 5, 1969 in Official Records Book 3008, page 431, of the
     Public Records of Pinellas County, Florida. (Affects Parcel 5)

17.  Easement in favor of the CITY OF ST. PETERSBURG contained in instrument 
     recorded February 10, 1969 in Official Records Book 3011, page 344, of the 
     Public Records of Pinellas County, Florida. (Affects Parcel 5)

18.  Easement in favor of COMMUNITY BANKS OF FLORIDA, INC. contained in 
     instrument recorded November 10, 1977 in Official Records Book 4621, page 
     919, of the Public Records of Pinellas County, Florida. (Affects Parcel 5)

19.  Easement in favor of COMMUNITY BANKS OF FLORIDA, INC. contained in 
     instrument recorded March 22, 1978 in Official Records Book 4673, page 
     593, of the Public Records of Pinellas County, Florida. (Affects Parcel 5)

20.  Title to any portion of the premises lying within the bounds of State Road
     No. 55, as shown by plat recorded in Deed Book 1172, page 521, Public
     Records of Pinellas County, Florida. (Affects Parcel 5)

21.  Terms and conditions of unrecorded leases, if any.

  Note: Item 7 above is hereby deleted.

                         END OF SCHEDULE B-SECTION 2


                                       6
<PAGE>   34
                                  EXHIBIT "D"

                              Permitted Exceptions

1.   1997 ad valorem real estate taxes.

2.   Restrictions, covenants, and conditions and easements as shown on the Plat
     of Florida Power Headquarters Subdivision First Addition, recorded in Plat
     Book 94, page 3 of the Public Records of Pinellas County, Florida.
<PAGE>   35


                                   EXHIBIT "E"

                                      LEASE

                                COMMERCIAL LEASE

         THIS COMMERCIAL LEASE ("Lease") is made and entered into as of the 2nd
day of October, 1997, by and between ABR PROPERTIES, INC., a Florida
corporation, having its offices at 34125 U.S. Highway 19 North, Palm Harbor,
Florida, as landlord ("Landlord"), and FLORIDA POWER CORPORATION, a Florida
corporation, having its offices at 3201 34th Street South, St. Petersburg,
Florida, as tenant ("Tenant").

                              W I T N E S S E T H:

         1. LEASED PREMISES. Landlord hereby leases to Tenant, for the Term (as
defined in Paragraph 2), at the Rent (as defined in Paragraph 3), and upon the
other terms and conditions hereinafter set forth, that certain office complex
consisting of that certain real property located in the County of Pinellas,
State of Florida, and being more particularly described on EXHIBIT "A" TO LEASE
attached hereto and incorporated herein by reference, containing 51.47 acres,
more or less ("Property"), together with the following:

            a. All and singular the rights and appurtenances pertaining thereto,
including any right, title and interest of Landlord in and to adjacent streets,
roads, alleys, easements and rights of way, and including all sewer and water
infrastructure, drainageways and other utilities, and all site improvements
situated thereon; and

            b. The twelve (12) buildings ("Buildings") as currently constructed
and situated on the Property, together with all fixtures, equipment and other
improvements attendant thereto; and

            c. Those items of tangible personal property ("Personalty")
identified on EXHIBIT "B" TO LEASE attached to this Lease and incorporated
herein by this reference. Any security system and uninterrupted power supply
systems constituting a portion of the Personalty, may sometimes be collectively
referred to in this Lease as the "Systems."

The Property, Buildings, rights, interests, improvements, and other
appurtenances described above (other than the Personalty) are collectively
called the "Leased Premises."

It is the mutual intent of the parties that the Leased Premises initially shall
include the entire office complex and grounds situated at 3201 34th Street
South, St. Petersburg, Florida, and at 3401 34th Street South, St. Petersburg,
Florida, together with the 


<PAGE>   36
Personalty (the "Entire Complex").  tenant shall vacate and release to Landlord
(and such area and associated Personalty shall thereupon be released and
excluded from the Leased Premises covered by this Lease) that portion of the
Leased Premises comprised of all of the third floor and the portion of the
first floor known as the PBX room of Building B, on March 31, 1998.  This
portion of the Property and term shall be referred to herein as "Phase IA." 
Tenant shall vacate and release to Landlord (and such area and associated
Personalty shall thereupon be released and excluded from the Leased Premises)
that portion of the Leased Premises comprised of the balance of Building B and
the area fifteen (15) feet from the front of such building and twenty-five
(25) feet from the sides and back of such building, on May 31, 1998. This
portion of the Property and term shall be referred to herein as "Phase IB." 
Phase IA and Phase IB may hereinafter collectively be referred to as Phase I. 
Tenant shall vacate and release to Landlord (and such area and associated
Personalty shall thereupon be released and excluded from the leased Premises)
that portion of the Leased Premises comprised of Buildings C, D (and the
expansions/additions to Buildings C and D), F and K and the area fifteen (15)
feet from the front of such buildings and twenty-five (25) feet from the sides
and backs of such buildings, on September 30, 1998.  This portion of the
Property and term shall be referred to herein as "Phase II." The remaining
Leased Premises, and associated Personalty, and term shall be referred to
herein as "Phase III."  Prior to vacation by Tenant of Phase I and Phase II,
Tenant, at Tenant's sole cost, shall install electric meters for the buildings
(individually or in the aggregate) comprising the vacated Phase.

        2.  TERM.  The term of this Lease ("Term") shall be for a period of
approximately eighteen (18) months, commencing on October 2, 1997, and ending
on March 31, 1999. In no event shall Tenant have the right to extend the Term
or occupy the Leased Premises beyond March 31, 1999.

        3.  RENT.  Subject to the other provisions of this Lease, Tenant
covenants and agrees to pay Landlord rent ("Rent") for the Leased Premises and
the Personalty during the Term in the amount of Five Million Seven Hundred
Fourteen Thousand Eighteen and no/100 Dollars ($5,714,018.00).  Tenant shall
pay Rent to Landlord as follows:

            
            a.  Five equal monthly installments, exclusive of applicable sales
tax, of Four hundred Fifty-Seven Thousand Nine Hundred Fifty-Eight and 33/100
Dollars ($457,958.33) shall be payable in advance on the first day of each
calendar month during the period November 1, 1997, through March 31, 1998.

            b.  Six equal monthly installments, exclusive of applicable sales
tax, of Three Hundred Eight Thousand Six Hundred Twenty and 83/100 Dollars
($308,620.83) shall be payable in advance on the first day or each calendar
month during the period April 1, 1998, through September 30, 1998.

                                      -2-

<PAGE>   37

            c. Six equal monthly installments, exclusive of applicable sales
tax, of One Hundred Eighty-Five Thousand Seven Hundred Fifty-Seven and 16/100
Dollars ($185,757.16) shall be payable in advance on the first day of each
calendar month during the period October 1, 1998, through March 31, 1999.

In addition to the foregoing, concurrently with Landlord's execution and 
delivery of this Lease, Tenant shall deliver to Landlord the payment of Rent for
the month of October, 1997, in the amount of Four Hundred Fifty-Seven Thousand
Nine Hundred Fifty-Eight and 33/100 Dollars ($457,958.33).

All Rent shall be paid in the form of a wire transfer to Landlord's designated
account. A late charge of five percent (5%) shall be immediately due and owing
with respect to each installment of rent not received by Landlord's bank within
five (5) days after its due date.

Except as may hereinafter specifically be set forth, no adjustment shall be made
in the Rent on account of the unavailability to Tenant of any Personalty as a
result of Tenant's election not to repair or replace such Personalty during the
Term.

         4. SALES TAX. Along with and in addition to each monthly payment of
Rent under this Lease, Tenant shall pay to Landlord, as additional rent under
this Lease, sales or privilege tax required by Section 212.031, Florida
Statutes, and any amendments or replacements thereof, to the extent applicable
to this Lease. Such tax is presently payable at the rate of seven percent (7%)
of the total Rent.

         5. USE. Tenant agrees that Tenant will use the Leased Premises in the
manner consistent with Tenant's use of the Premises prior to the Landlord's
acquisition of title to the Leased Premises.

         6. SERVICES AND OPERATION. Tenant shall be responsible for, at Tenant's
sole cost and expense, any and all utilities and services required for those
portions of the Leased Premises with respect to which Tenant is required to pay
Rent hereunder, and the associated Personalty and/or necessary for the routine
maintenance, upkeep and operation of the Leased Premises and the Systems, or
applicable portions thereof, in the manner in which the Leased Premises and the
Systems were maintained, kept and operated prior to the commencement of the
Term. Tenant shall provide general security, utilities, and other services for
the Leased Premises in the manner in which such services are provided prior to
the Landlord's acquisition of title to the Leased Premises. Tenant acknowledges
that all services for the Leased Premises covered by this Lease from time to
time during the Term, including, without limitation, electricity, gas,
telephone, water and sewer, are, as of the commencement date of this Lease, in
Tenant's name and shall remain in Tenant's name for the Term, provided, however,
that the services for portions of the Leased Premises released to Landlord shall
be transferred to Landlord's name, if practical, upon the commencement of Phase
II and Phase III, respectively. In the event that 


                                      -3-

<PAGE>   38

charges with respect to such utilities or services which are thus transferred
are not readily ascertainable, then Landlord shall pay to Tenant the Landlord's
proportionate share of services within ten (10) days of Tenant's notice of the
amount due from Landlord. Landlord's proportionate share shall be the ratio
which the Building area released to Landlord at the time the expense was 
incurred bears to 383,000 square feet.  Such payments shall be reconciled on a 
quarterly basis. Tenant shall pay any and all amounts due for such utilities 
or services which are not separately metered applicable to the Entire Complex 
before they are delinquent, and shall keep the Entire Complex free and clear 
of any and all liens arising from Tenant's contracts for, and use of such 
utilities or services. Except as hereinafter provided in this Paragraph and 
Paragraph 9, in no event shall Tenant be relieved of its obligation to timely 
pay the Rent on account of any interruption or cessation of utilities or 
services, nor shall any such interruption or cessation place Landlord in 
default or alter in any way the obligations of Tenant under this Lease. If 
such an interruption or cessation (i) is caused by the negligent act or 
omission of Landlord or Landlord's agents, employees, or contractors and 
continues for more than five (5) days or (ii) Landlord fails with the exercise 
of due diligence to complete a repair or replacement required by this Lease to 
be made by Landlord within the later of (x) five (5) days after receiving 
notice that the need therefor exists or (y) the period after receipt of such 
notice within which Tenant could reasonably have completed the repair or 
replacement itself had it commenced to undertake to do so on the date Landlord 
receives such notice, then Tenant's obligation to pay the Rent shall be 
reduced proportionately to reflect the area of the Leased Premises affected by 
the interruption or cessation and the length of such interruption or cessation 
following the applicable allowable repair period.

         7. REAL ESTATE TAXES. Landlord shall pay all real estate taxes and
general and special fees or assessments, foreseen or unforeseen, attributable to
the Leased Premises for all of calendar year 1997 (taxes having been prorated
upon the purchase of the Leased Premises from Tenant by Landlord) and any period
of time included within the Term.

         8. QUIET ENJOYMENT. Landlord covenants that so long as Tenant is not in
material default hereunder (beyond the expiration of any applicable cure
period), Tenant shall, and may peaceably and quietly have, hold and enjoy the
rights conferred by this Lease and exclusive possession of those portions of the
Leased Premises entitled to be occupied by Tenant from time to time during the
Term. Notwithstanding the foregoing, during Tenant's business hours, Tenant
shall allow Landlord access to an area of Building B during Tenant's occupancy
for the installation of communications and data equipment. Such access shall be
provided and utilized only through areas designated by Tenant.


                                      -4-


<PAGE>   39



         9. MAINTENANCE AND REPAIR.

            a. The parties acknowledge that Tenant has occupied the Leased
Premises prior to the commencement of this Lease and Tenant is familiar with the
Leased Premises. Tenant accepts the Leased Premises and the Personalty in their
condition at the beginning of the Term, and acknowledges that the Leased
Premises and the Personalty are in satisfactory condition and assumes
responsibility throughout the Term, at Tenant's sole cost and expense, to
perform such ordinary and routine maintenance as may be required to maintain the
Leased Premises and the Personalty in a manner consistent with the condition of
the Leased Premises and the Personalty at the beginning of the Term (normal wear
and tear, damage by casualty, design defect or obsolescence excepted). Tenant
shall use reasonable precautions to prevent waste, damage or injury thereto.
Tenant's maintenance obligations under this Paragraph shall include, without
limitation, customary maintenance of the Personalty, the Buildings, all
generators, heating and air conditioning systems, elevators, electrical systems,
plumbing systems, other mechanical equipment, and the site and grounds,
including, without limitation, driveways, parking areas, drainage and other
utility structures, walkways, canopies, patios, common areas and landscaped
areas. Anything in the foregoing provisions to the contrary notwithstanding,
Tenant shall not be required to replace any Personalty or portions of the Leased
Premises if the cost of such item is a capital expenditure which may be
depreciated for purposes of federal income taxes, nor shall Tenant be required
to replace, repair or restore structural portions of the Leased Premises or the
roof, floors and major equipment on the Leased Premises. Notwithstanding any of
the foregoing to the contrary Tenant shall not be responsible for, and Landlord
shall repair at its sole cost and expense, any damage to the Leased Premises
caused by Landlord or its servants, agents, employees or contractors and shall
make and perform all repairs (except as to any items listed on EXHIBIT "B," as
to which Landlord has no repair or replacement responsibility) which are not the
Tenant's responsibility. Tenant shall have no obligation for any portions of the
Entire Complex released to Landlord except for continued provision of
maintenance services for the grounds, landscaping, and common areas until the
end of Phase II (September 30, 1998) and general security services through the
Term of this Lease. No less than twenty (20) days prior to the end of the Term,
Tenant shall make available to Landlord at reasonable times Tenant's maintenance
staff for the purpose of educating Landlord with respect to maintenance of the
Leased Premises.

            b. Tenant agrees that Landlord or Landlord's representative(s) shall
have the right upon reasonable notice and during customary business hours to
enter upon and to inspect the Leased Premises and Personalty to ascertain that
Tenant is carrying out the terms, conditions and provisions of this Lease and to
make repairs for which the Landlord is responsible, provided no such entry or
access shall disturb or interfere with Tenant's lease operations on the
Premises. If such inspections identify any failure of the condition of the
Leased Premises or the Personalty to comply with Tenant's obligations under this
Lease, then Landlord shall so notify Tenant in writing, and Tenant shall
immediately effect such repairs and/or replacements as are necessary


                                      -5-

<PAGE>   40

to insure compliance by Tenant with Tenant's obligations under this Lease. In
the event that Tenant fails to effect any such repairs and/or replacements,
curing Tenant's default, then Landlord shall be entitled (but not required) to
effect such repairs and/or replacements, at Tenant's sole cost and expense, and
Tenant shall reimburse Landlord for such cost and expense immediately upon
demand therefor.

            c. If Landlord has failed to comply with Landlord's repair or
replacement obligations under this Lease, then Tenant shall so notify Landlord
in writing, and Landlord shall immediately effect such repairs and/or
replacements as are necessary to insure compliance by Landlord with Landlord's
obligations under this Lease. In the event that Landlord fails to effect any
such repairs and/or replacements, curing Landlord's default, then Tenant shall
be entitled (but not required) to effect such repairs and/or replacements, at
Landlord's sole cost and expense, and Landlord shall reimburse Tenant for such
cost and expense immediately upon demand therefor.

         10. HAZARDOUS MATERIALS.

             a. Hazardous Materials.

                (1) Tenant and Tenant's Affiliates shall not (i) excavate, dump,
or bury any refuse on the Leased Premises or (ii) use, handle, store, display or
generate Hazardous Materials in, on, around or under the Leased Premises in a
manner that violates applicable laws. For purposes of this Lease, the term
"Hazardous Materials" shall mean those substances defined as "hazardous
substances," "hazardous materials," "hazardous waste," or "toxic substances" in
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended (42 U.S.C. ss.9601, et seq.); the Hazardous Materials
Transportation Act (49 U.S.C. ss.1801, et seq.); the Resource Conservation and
Recovery Act (42 U.S.C. ss.6901, et seq.); and in any regulations adopted and
promulgated pursuant to the foregoing, and any state, county or local laws,
regulations and ordinances enacted with respect to any of such materials or
substances. Tenant hereby agrees to defend, indemnify and hold Landlord harmless
from and against any and all claims, lawsuits, liabilities, losses, damages and
expenses (including, without limitation, clean up costs and reasonable
attorneys' fees arising by reason of Tenant's unlawful use, handling, storage,
display, generation, removal, release, or discharge of Hazardous Materials
during the Term) arising from, out of, or by reason of any breach of this
Paragraph 10.a., occurring during the Term.

                (2) In addition to any other inspection and access rights that
Landlord may have under the terms of this Lease, Landlord shall have the right
to have third party professionals inspect and monitor those portions of the
Leased Premises which may contain asbestos-containing materials to determine
whether such materials exist, the extent and scope of their presence, and the
projected cost of removal and/or containment thereof; provided that Landlord
will not perform any remediation activities except as to the portions of the
Entire Complex then released to Landlord, 


                                      -6-

<PAGE>   41

and, further, that Landlord shall exercise its inspection and access rights in a
manner that does not cause a release of Hazardous Materials or unreasonably
interfere with Tenant's business. Tenant agrees to cooperate with Landlord in
Landlord's investigation. Landlord's access shall be made across and through
areas reasonably designated by Tenant. Tenant acknowledges that Landlord will be
conducting asbestos removal and construction activities with respect to those
portions of the Entire Complex which have been vacated by Tenant as provided
herein; PROVIDED, HOWEVER, (i) LANDLORD MAY NOT CONDUCT ASBESTOS OR OTHER
HAZARDOUS MATERIALS REMOVAL ACTIVITIES IN BUILDING B SO LONG AS TENANT REMAINS
IN OCCUPANCY OF ANY PORTION THEREOF AND (ii) LANDLORD'S OTHER ACTIVITIES IN
BUILDING B PRIOR TO TENANT'S VACATION THEREOF SHALL NOT INTERFERE WITH TENANT'S
BUSINESS OPERATIONS. Such activities shall be conducted in a commercially
reasonable manner and in compliance with all laws, rules regulations and
ordinances of all agencies and authorities having jurisdiction. Tenant will take
all reasonable precautions to exclude its officers, directors, employees, guests
and invitees from those areas where such activities are being conducted. To the
extent feasible, Landlord shall utilize the portions of the Entire Complex
vacated by Tenant for staging of equipment and personnel and parking for the
forces performing such removal and construction activities. Tenant shall
authorize Landlord to utilize portions of the Entire Complex still in the
possession of Tenant and reasonably designated by Tenant for the staging of
equipment which cannot feasibly be accommodated on the portions of the Entire
Complex vacated by Tenant.

                (3) Landlord and Landlord's Affiliates shall not use, handle,
store, display, generate, remove, release, or discharge Hazardous Materials in,
on, around or under the Entire Complex in a manner that violates applicable laws
rules regulations and ordinances of all agencies and authorities having
jurisdiction. Landlord hereby agrees to defend, indemnify and hold Tenant
harmless from and against any and all claims, lawsuits, liabilities, losses,
damages and expenses (including, without limitation, clean up costs and
reasonable attorneys' fees arising by reason of Landlord's activities relating
to Hazardous Materials during the Term) arising from, out of, or by reason of
any breach of this Paragraph 10.a., occurring during the Term.

             b. Tenant, for itself and Tenant's Affiliates, hereby releases
Landlord, and its officers, directors, employees, agents and representatives
from, and waives any rights of indemnification or contribution that Tenant, or
Tenant's Affiliates, may have against Landlord, its officers, employees, agents
or representatives with respect to the presence or release of Hazardous
Materials at, on, under or about the Leased Premises, except to the extent that
Landlord, or its servants, agents, employees or contractors cause or permit such
presence or release to occur in connection with their activities at the Leased
Premises or in the Entire Complex.

         11. INTENTIONALLY OMITTED.


                                      -7-


<PAGE>   42




         12. ACCESS TO PREMISES. Landlord or Landlord's agents and designees
shall have the right, but not the obligation, to enter upon the Leased Premises
at reasonable times and after reasonable notice, in a manner that will not
unreasonably interfere with Tenant's business, to examine the Leased Premises
for any and all purposes necessary to carry out the terms and provisions of this
Lease, including, without limitation, for planning for any architectural
alterations to be made by Landlord in anticipation of the expiration of each
Phase or the Term, and for any and all other purposes relative to Landlord's
exercise of Landlord's rights and remedies under the terms of this Lease.

         13. LIABILITY. Except as provided in Paragraph 15 below, Tenant agrees
to and shall indemnify, defend and hold Landlord and its officers, directors,
agents, servants and employees harmless from and against all causes of action,
claims, damages, losses and expenses, excluding attorneys' fees, resulting from
or arising out of bodily injury, sickness, disease or death, or injury to or
destruction of tangible property, occurring at, on, in or about the those
portions of the Leased Premises occupied by Tenant from time to time hereunder,
except to the extent caused by Landlord or Landlord's servants, employees,
agents or contractors. Landlord shall not be liable for any damage or injury to
the Leased Premises, the Personalty, Tenant's property, Tenant, or Tenant's
Affiliates arising from any use or condition of the Leased Premises or the
Personalty, including, without limitation, any sidewalk or entranceway, or any
damage or injury resulting from the presence or release of Hazardous Materials
at, on, under or about the Leased Premises, or the malfunction of any equipment
or apparatus serving the Leased Premises, including, without limitation, the
Personalty, except to the extent caused by Landlord or Landlord's servants,
employees, agents or contractors. In addition to the indemnities provided in
Paragraphs 10(a)(3) and 15, Landlord agrees to and shall indemnify, defend and
hold Tenant and its officers, directors, agents, servants and employees harmless
from and against all causes of action, claims, damages, losses, and expenses,
except attorneys' fees, resulting from or arising out of bodily injury,
sickness, disease or death, or injury to or destruction of tangible property,
resulting from or arising out of the acts of Landlord or Landlord's servants,
employees, agents or contractors

         14. LIABILITY INSURANCE. Tenant shall, at its sole cost and expense, at
all times during the Term, maintain in full force and effect a policy or
policies of general commercial liability insurance, including property damage,
written by one or more responsible insurance companies licensed to do business
in the State of Florida, insuring Tenant, and naming Landlord as an additional
insured, against claims for loss of life, bodily injury and property damage
occurring in, on or about the Leased Premises or with respect to the business
operated by Tenant in the Leased Premises. The limit on public liability
coverage shall not be less than Five Million and no/100 Dollars ($5,000,000.00)
for combined single-limit bodily injury, death, and property damage liability. A
copy of a certificate of such insurance shall be delivered to Landlord
concurrently with Tenant's execution of this Lease, and copies or certificates
with respect to all renewals, extensions or replacements thereof shall be
thereafter 


                                       -8-

<PAGE>   43
furnished to Landlord at least ten (10) days prior to the expiration or
cancellation of any policies which they replace.

         15. TENANT AND LANDLORD RISK. Tenant agrees that all personal property
brought into the Leased Premises by Tenant or Tenant's Affiliates shall be at
the sole risk of Tenant and Tenant's Affiliates. Landlord shall not be liable
for theft thereof or of any money deposited therein or for any damages thereto
unless such loss or damage is caused by the willful or negligent act of Landlord
or Landlord's employees, contractors or agents. Tenant hereby assumes all risk
of personal injury arising on, or in connection with the Leased Premises
suffered by Tenant or Tenant's Affiliates, and indemnifies, defends and holds
Landlord harmless from and against any and all damages and liabilities that may
arise in connection with any such injury, except to the extent caused by
Landlord or its servants, employees, agents or contractors. Landlord hereby
assumes all risk of personal injury arising on, or in connection with the Leased
Premises suffered by Landlord or Landlord's Affiliates, and indemnifies, defends
and holds Tenant harmless from and against any and all damages and liabilities
that may arise in connection with any such injury, except to the extent caused
by the willful or negligent act of Tenant or its servants, employees, agents or
contractors.

         16. FIRE OR OTHER CASUALTY: CASUALTY INSURANCE.

             a. In case of fire or other casualty to the Leased Premises, or any
portion thereof, Tenant shall immediately give notice thereof to Landlord.

             b. If any of the Buildings shall be partially or totally destroyed
by fire or other casualty so as to render the Leased Premises or portions
thereof untenantable, Tenant may elect, by delivering written notice to Landlord
within thirty (30) days of the occurrence of such destruction, to either (i)
require Landlord to repair, restore and rebuild the Leased Premises (but not the
Personalty) at Landlord's cost and expense); or (ii) cancel this Lease or the
portion thereof attributable to any or all Buildings(s) or the Personalty
suffering damage, effective as of the date of such damage; provided, however,
that (i) in the event the repairs required to be made by the Landlord cannot be
completed within six (6) months and the Leased Premises will be inadequate for
Tenant's business purposes as a result of the casualty (as reasonably determined
by Tenant), or (ii) in the event any material damage occurs within the final six
(6) months of the Term, then this Lease shall cancel on the date of such damage
as to the Building(s) and the Personalty are so damaged and Tenant shall not
have the option to require the Landlord to rebuild. If Tenant fails to timely
notify Landlord of any election available to Tenant hereunder, then Tenant shall
be deemed to have elected to require the Landlord to repair and restore the
Leased Premises, taking into consideration Landlord's future plans for the
Leased Premises. Anything herein to the contrary notwithstanding, during the
period any such portion of the Leased Premises shall be untenantable or if this
Lease is canceled as a result of such damage or destruction, then rent for the
Premises shall be reduced by an amount 


                                      -9-


<PAGE>   44

equal to the ratio of untenantable area to the entire Leased Premises together
with an equitable adjustment for any remaining portion for which Tenant's
continued use or access is impaired as a result of such damage or destruction.
Any unearned prepaid rent shall be refunded to Tenant within ten (10) days after
the casualty.

             c. Landlord shall keep the Leased Premises fully insured against
such contingencies as are normally covered by fire and extended coverage
insurance with "all risk" or "all perils" coverage for the full cost of
replacement of the Leased Premises and the Personalty, together with an
inflation endorsement. Tenant agrees that it also will be responsible for and
will maintain such insurance covering its own property located at the Leased
Premises as Tenant deems appropriate, and will not hold Landlord responsible for
any such loss or damage. All insurance proceeds from casualty damage to the
Leased Premises and/or Personalty shall be deemed the property of Landlord, and
Tenant shall have no claim thereto.

         17. WAIVER OF SUBROGATION. All insurance policies carried by Landlord
covering the Leased Premises, as required by the provisions of this Lease, shall
expressly waive any right on the part of the insurer to make any claim against
the Tenant. Landlord and Tenant each hereby waive all claims, causes of action
and rights of recovery against the other and their respective agents, officers
and employees, for any damage to, or destruction of, persons, property or
business which shall occur on or about the Leased Premises and the Personalty
and shall result from any of the perils insured under any and all policies of
insurance maintained by Landlord and Tenant, regardless of cause, including the
negligence and intentional wrongdoing of either party and their respective
agents, officers and employees, but only to the extent of recovery, if any,
under such policy or policies of insurance; provided, however, that this waiver
shall be null and void to the extent that any such insurance shall be
invalidated by reason of this waiver.

         18. EMINENT DOMAIN.

             a. If all or any material portion of the Leased Premises is taken
by any condemning authority (other than Tenant) by statute or right of eminent
domain, Tenant may elect to either (i) cancel this Lease either totally or for
that portion of the Leased Premises so taken, and in the event of a partial
termination, this Lease shall be amended to reflect the release of the canceled
portion and a reduction in Rent equal to the proportion of the Buildings
released (based upon the square footage of the portion of the Building so taken
relative to the total square footage of all of the Buildings), or (ii) continue
the Lease in full with a proportionate reduction in Rent for the period the
portion of the Leased Premises is not useable by Tenant, and during such period,
the taken portion shall be released from the terms of this Lease. Such election
shall be made in writing within thirty (30) days of the date possession is
required by the condemning authority. In the event Tenant elects to continue
this Lease, either totally or partially, then Landlord and Tenant shall
cooperate in good faith to prepare plans and specifications for repairs
reasonably necessary to restore the remaining portion of 


                                      -10-


<PAGE>   45

the Leased Premises to a tenantable condition, considering Landlord's future
plans for the Leased Premises. Landlord shall make available to Tenant that
portion of the condemnation proceeds allocable (in the reasonable judgment of
the parties) to the Buildings to be repaired up to the full costs of repairs. If
the parties cannot reach agreement on the scope and nature of the necessary
repairs, the plans and specifications for such repairs or the use of the
condemnation proceeds in connection with such repairs, then Tenant may cancel
this Lease upon written notice to Landlord, and any unearned prepaid rent shall
be refunded to Tenant.

             b. All awards and proceeds payable on account of any taking,
whether whole or partial, shall be paid to Landlord and Tenant as their
interests may appear. Nothing herein shall limit Tenant's right to seek damages
from the condemning authority for business loss or interruption or relocation
expense.

             c. Tenant agrees that Tenant shall not exercise any right or power
it may have to condemn the Leased Premises, or the Personalty, or any portion
thereof, during the Term.

         19. DEFAULT.

             a. In case of (i) failure by Tenant to pay any installment of Rent,
additional rent, or other charges within five (5) days after such payment is
due, or (ii) failure of Tenant to commence to cure any non-monetary default
within twenty (20) days after written notice of such default from Landlord to
Tenant (or Tenant's failure to pursue such cure to completion within a
reasonable time thereafter), then Landlord shall have the following rights under
the provisions of this Lease or by law, and at Landlord's option:

                (1) Landlord may cancel this Lease by written notice to Tenant,
without, however, waiving Landlord's right to collect all installments of Rent
and other payments due or owing for the period up to the time Landlord regains
occupancy.

                (2) As Tenant's agent, without canceling this Lease, Landlord
may enter upon and rent the Leased Premises at the best price obtainable by
reasonable effort and by private negotiations and for any term Landlord deems
proper. Tenant shall be liable to Landlord for the deficiency, if any, between
the Rent due under this Lease and the total rental applicable to the lease
obtained by Landlord on re-letting, after deducting Landlord's expenses in
restoring the Leased Premises and all costs incident to such re-letting,
including, without limitation, brokerage commissions. The total rental
applicable to the term obtained by Landlord on such re-letting shall be the
property of the Landlord, and Landlord shall not be liable to Tenant for any
excess thereof over the rental reserved hereunder, the rights to any such
excess, if any, being hereby waived by Tenant.


                                      -11-


<PAGE>   46

                (3) If Landlord shall pay any charge or expense or make any
expenditures for which Tenant is responsible under this Lease, or if Tenant
should fail to make any payment, including, without limitation, Rent and
additional rent, which Tenant is obligated to make under the terms and
provisions of the Lease, or if Tenant should fail to perform any maintenance or
make any repairs which Tenant is obligated to perform or make under the terms
and provisions of this Lease, then Tenant shall reimburse Landlord for such
charge or expense, including, without limitation, the cost and expense of
performing any maintenance or making any repair, and such reimbursement shall be
due and payable upon demand by Landlord and shall bear interest at the lesser of
18% annually or the highest lawful rate from the time of demand until paid.

                (4) All rights and remedies of Landlord set forth above shall be
cumulative and shall not exclude any other right or remedy allowed by this
Lease, at law or in equity, including, without limitation, Landlord's rights to
enjoin any default or breach of Tenant, and to invoke or pursue any summary
proceedings.

             b. If Landlord fails to perform any covenant or agreement required
of it in this Lease to be performed, then, if such default continues for twenty
(20) days after written notice of such default from Tenant to Landlord, Tenant
may (but shall not be required to) cure such default on behalf of and at the
expense of Landlord, and Landlord shall reimburse Tenant the amount so paid by
Tenant together with interest at the lesser of 18% annually or the highest
lawful rate from the time of demand until paid. If the default cannot be cured
within twenty (20) days, then unless Tenant's business operations shall be
interrupted or its property damaged or threatened, Landlord shall not be in
default if Landlord shall have commenced within such period to correct the
default and if Landlord shall complete the cure of such default within the
period after receipt of such notice within which Tenant could reasonably have
completed the repair or replacement itself had it commenced to undertake to do
so on the date Landlord receives such notice. All rights and remedies of Tenant
set forth above shall be cumulative and shall not exclude any other right or
remedy allowed by this Lease, at law or in equity, including, without
limitation, Tenant's rights to enjoin any default or breach of Landlord, and to
invoke or pursue any summary proceedings.

         20. FAILURE TO INSIST ON STRICT PERFORMANCE. The failure of either
party to insist, in any one or more instances, upon strict performance of any
covenant of this Lease shall not be construed as a waiver or relinquishment
thereof, but the same shall continue and remain in full force and effect. The
receipt by Landlord of Rent with knowledge of the breach of any covenant of
Tenant hereunder, or the payment by Tenant of Rent with the knowledge of the
breach of any covenant of Landlord hereunder, shall not be deemed a waiver of
the rights of either party with respect to such breach, and no waiver by either
party of any provision hereof shall be deemed to have been made unless expressed
in writing and signed by the party benefited by such provision.


                                      -12-

<PAGE>   47

         21. SURRENDER OF LEASED PREMISES.

             a. Surrender. Tenant shall, upon the termination of each Phase and
of this Lease, by lapse of time, default of Tenant and exercise by Landlord of
Landlord's remedies, or otherwise, return the Leased Premises and the Personalty
to Landlord in substantially as good condition as when received, ordinary wear,
excepted, and damage by casualty, condemnation or the acts of Landlord and
Landlord's agents, employees, contractors, and licensees, and matters for which
Tenant is not responsible under this Lease, excepted.

             b. Alterations, Improvements and Remodeling. During the term of
this Lease, Tenant shall have the right to make any alterations, changes and
improvements to the Leased Premises, at its own expense, provided Tenant obtains
all governmental permits and approvals required in connection with such work and
the approval of Landlord, which approval will not be unreasonably withheld or
delayed. Tenant shall also have the right to make other on-site improvements and
alterations to the existing Buildings provided Tenant obtains all governmental
permits and approvals required in connection with such work and the approval of
Landlord, which approval will not be unreasonably withheld or delayed. Tenant is
hereby authorized to make non-structural changes to the interior of the
Buildings which do not include the movement of any walls. Tenant agrees to
remove its signs from the Leased Premises at the expiration of this Lease and to
repair any damage caused by such removal. Tenant shall have the right, at its
sole expense, to remove any and all alterations, improvements, and equipment
installed by Tenant on the Leased Premises during the term of this Lease as long
as Tenant repairs any damage caused to the Leased Premises by such removal. Any
and all alterations and improvements made by Tenant during the term of this
Lease and not so removed shall become the property of Landlord following
expiration of the Lease term.

             c. Equipment. Tenant may install in, and remove from, the Leased
Premises, such furniture, equipment, and machinery as may be necessary or
appropriate to its business on the Leased Premises. If Tenant shall remove such
property from the Leased Premises, it shall repair any damage done by such
installation and removal. Any items of personal property including those owned
by Tenant that are not removed from the Leased Premises within thirty (30) days
after the expiration or earlier termination with respect to each Phase of this
Lease shall be deemed abandoned by Tenant and shall become the property of
Landlord.

         22. HOLDING OVER. If Tenant occupies any Phase or the Leased Premises
after the termination of such Phase or of this Lease without Landlord's prior
written consent, which consent may be withheld in Landlord's sole and absolute
discretion, as applicable, then Tenant shall be a tenant-at-sufferance only,
subject to all of the terms and provisions of this Lease at twice the
then-effective Rent. Such a holding over shall not constitute an extension or
renewal of this Lease.


                                      -13-

<PAGE>   48

         23. INTENTIONALLY OMITTED.

         24. SUBORDINATION: ATTORNMENT. This Lease shall be subject and
subordinate to any mortgage or other financing which now or hereafter encumbers
or affects the Leased Premises, or any portion thereof, and to all renewals,
modifications, consolidations, replacements and extensions thereof, provided any
such mortgagee will agree that as long as Tenant is not in default under any of
its obligations hereunder and shall fulfill such obligations within applicable
grace periods, then Tenant's rights and possession under this Lease shall not be
disturbed by such mortgagee. This clause shall be self-operative and no further
instrument of subordination need be required by any mortgagee or Landlord. In
confirmation of such subordination, however, Tenant shall, within ten (10)
business days after Landlord's request therefor, execute an instrument which
confirms the terms of this Section. In the event of the enforcement by the
holder of any such instrument of the remedies provided for by law or by such
mortgage, then, so long as the Landlord's obligations shall be performed, (i)
Tenant shall automatically become the tenant of such successor in interest
without change in the terms or other provision of this Lease, and attorn to such
successor in interest under this Lease, and (ii) such successor in interest
shall attorn to Tenant under this Lease, each party being bound by all of the
terms and provisions of this Lease. The attornment provided for in this
Paragraph shall be self-operative, however, upon request by either party, the
other party shall execute and deliver an instrument or instruments confirming
the attornment provided for herein.

         25. ESTOPPEL CERTIFICATE. Each party shall, from time to time, upon not
less than ten (10) days' prior written request by the other party, execute,
acknowledge and deliver to such other party a written estoppel certificate in
such form and in favor of such parties as such other party may reasonably
require, certifying 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), the dates to which the Rent
and other charges have been paid, whether or not to the best of the certifying
party's knowledge the other party is in default hereunder (and, if so,
specifying the nature of the default), and such other matters as may be required
by the requesting party, or the holder of any mortgage to which the Leased
Premises are or may hereafter be subject, it being intended that any such
statement delivered pursuant to this Paragraph 25 may be relied upon by a
mortgagee of Landlord's interest or assignee of any mortgage upon Landlord's
interest in the Leased Premises.

         26. NO ASSIGNMENT OR SUBLETTING. Tenant shall not assign, sublease,
mortgage or encumber this Lease, the Leased Premises, the Systems or any part of
the Leased Premises without Landlord's prior written consent, except (1)
pursuant to that certain Indenture of Tenant dated as of July 1, 1944, as
amended and supplemented from time to time and (2) to a subsidiary, parent or
other affiliated entity. Notwithstanding any assignment or subletting to such
affiliate, the Leased 


                                      -14-

<PAGE>   49

Premises shall not be utilized for any new business or service function for
which it is not utilized at the initial commencement of the Term hereunder,
unless Landlord consents to such new use.

         27. SUCCESSORS AND ASSIGNS. The covenants, agreements, stipulations and
conditions contained in this Lease shall bind and inure to the benefit of
Landlord and Tenant, as appropriate, and to their respective legal
representatives, heirs, and successors and assigns.

         28. NOTICES. Any notice to be given or to be served under this Lease by
Landlord to Tenant, or by Tenant to Landlord, shall be considered as duly given
if made in writing, and may be given by certified mail, hand delivery, overnight
receipt delivery service, and shall be deemed to have been given and received
when delivered to and received by the party to whom it is addressed. Such
notices shall be given to the parties at the addresses set forth in the preamble
of this Lease or to such other address as each of the parties may from time to
time designate in writing.

         29. GOVERNING LAW. This Lease shall be governed by, and interpreted and
enforced under and in accordance with, the laws of the State of Florida. Venue
for the resolution of any dispute between the parties shall lie exclusively in
Pinellas County, Florida.

         30. CONSTRUCTION OF LEASE. The language in all parts of this Lease
shall in all cases be construed as a whole according to its fair meaning and not
strictly for nor against either Landlord or Tenant. Paragraph headings in this
Lease are for convenience only and are not to be construed as part of this Lease
or in any way defining, limiting or amplifying the provisions thereof. Landlord
and Tenant agree that in the event any term, covenant or condition herein
contained is held to be invalid, illegal or unenforceable for any reason, by any
court of competent jurisdiction, the invalidity or unenforceability of any such
term, covenant or condition herein contained, it being the intention of the
parties to this Lease that in lieu of each such term, condition or covenant that
is invalid or unenforceable, there be added as a part of this Lease a provision
as similar in term to such invalid or unenforceable term, condition or covenant
as may be possible and be valid and enforceable.

         31. ENTIRE AGREEMENT: MODIFICATION. This Lease contains the entire
agreement of the parties hereto and no representations, inducements, promises or
agreements, oral or otherwise, between the Landlord and Tenant not embodied
herein, shall be of any force or effect. Any agreement hereafter made between
Landlord and Tenant shall be ineffective to modify, release or otherwise affect
this Lease, in whole or in part, unless such agreement is in writing and signed
by both Landlord and Tenant.


                                      -15-

<PAGE>   50


         32. CORPORATE AUTHORITY.

             a. For Tenant. The person executing this Lease on behalf of Tenant
does hereby covenant and warrant that (a) Tenant is a duly authorized and
existing corporation, and is qualified to do business in Florida; (b) the
corporation has full right and authority to enter into this Lease; and (c) each
of the persons signing on behalf of the corporation are duly authorized to do
so.

             b. For Landlord. The person executing this Lease on behalf of
Landlord does hereby covenant and warrant that (a) Landlord is a duly authorized
and existing corporation, and is qualified to do business in Florida; (b) the
corporation has full right and authority to enter into this Lease; and (c) each
of the persons signing on behalf of the corporation are duly authorized to do
so.

         33. LANDLORD'S CONSENT. Whenever in this Lease Landlord's consent is
required, Landlord's consent shall not be unreasonably withheld or delayed.

         34. TIME OF ESSENCE. Time is of the essence in the performance of and
compliance with each of the provisions and conditions of this Lease.

         35. BROKER AND INDEMNITY. Landlord and Tenant warrant and represent,
each to the other, that it has not authorized or employed, or acted by
implication to authorize or to employ, any real estate broker or salesman to act
for it in connection with this Lease other than Echelon Real Estate Services,
Inc., whose commission, if any, shall be the sole obligation of Tenant. Tenant
shall indemnify, defend and hold Landlord harmless from and against any and all
claims by any other real estate broker or salesman for a commission or finder's
fee as a result of Tenant's acts. Landlord shall indemnify, defend and hold
Tenant harmless from and against any and all claims by any other real estate
broker or salesman for a commission or finder's fee as a result of Landlord's
acts.

         36. RADON GAS. Radon is a naturally occurring radioactive gas that,
when it has accumulated in a buildings 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 testing may be obtained from your county
public health unit.

         37. WAIVER OF LANDLORD'S LIEN. Landlord shall not have or acquire, and
hereby waives, any lien, statutory or otherwise, on the Tenant's inventory,
goods fixtures, equipment, or property.

         38. COUNTERPARTS. This Lease may be executed in one or more separate
counterparts, each constituting a duplicate original, but all such counterparts
constituting one and the same Lease.


                                      -16-

<PAGE>   51

         IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease as
of the date first above written.

WITNESS:                                    LANDLORD:

                                            ABR PROPERTIES, INC.,
                                            a Florida corporation

                                            BY:
--------------------------------               ---------------------------------
                                                     Joseph C. Lukason
--------------------------------            Its:     President

WITNESSES:                                  TENANT:

                                            FLORIDA POWER CORPORATION, a Florida
                                            corporation

                                            By:
--------------------------------               ---------------------------------
                                                     David L. Miller
--------------------------------            Its:     Vice President

                                     -17-

<PAGE>   52

                              Exhibit A to Lease


                              LEGAL DESCRIPTION


PARCEL 1:

Lot 1, Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION, according to the
Plat thereof on file in the Office of the Clerk of the Circuit Court in and for
Pinellas County, Florida recorded in Plat Book 67, page 59 and 60, said lands
situate, lying and being in Pinellas County, Florida.

PARCEL 2:

Lot 1, Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION FIRST ADDITION,
according to the Plat thereof on file in the Office of the Clerk of the Circuit
Court in and for Pinellas County, Florida recorded in Plat Book 94, page 3, said
lands situate, lying and being in Pinellas County, Florida.

PARCEL 3:

The West 710.00 feet of the SE 1/4 of the SE 1/4 of Section 34, Township 31
South, Range 16 East, Pinellas County, Florida, less the South 450.00 feet
thereof, and less the West 50.00 feet thereof for road right-of-way; together
with that part of the North 267.72 feet of said SE 1/4 of the SE 1/4, less the
West 710.00 feet thereof, lying west of Broadwater Plaza, as recorded in Plat
Book 75, Page 63, Public Records of Pinellas County, Florida, being more
particularly described as follows:

Commence at the SE corner of the SE 1/4 of Section 34, Township 31 South, Range
16 East, Pinellas County, Florida; thence N 89 degrees 54'56" W., along the
South boundary of said SE 1/4, a distance of 1323.05 feet to the SW corner of
the SE 1/4 of said SE 1/4; thence N 0 degrees 15'08" E., along the West boundary
of said SE 1/4 of the SE 1/4, a distance of 450.00 feet; thence S 89 degrees
54'56" E., 450.00 feet from and parallel with said South boundary, a distance of
50.00 feet to a point on the East right-of-way line of 37th Street South and the
point of beginning; thence continue S 89 degrees 54'56" E., 450.00 feet from and
parallel with said South boundary, a distance of 660.00 feet; thence N 0 degrees
15'08" E., 710.00 feet from and parallel with said West boundary, a distance of
609.45 feet to a point on an extension of the South boundary of Lot 1, Block 1,
BROADWATER PLAZA, as recorded in Plat Book 75, Page 63, of the Public Records of
Pinellas County, Florida; thence S 89 degrees 52'40" E., along said extension,
23.00 feet to the SW corner of said Lot 1; thence N 0 degrees 15'08" E., along
the West boundary of said Lot 1, a distance of 267.72 feet to the NW corner of
said Lot 1, thence N 89 degrees 52'40" W., along the South boundary of Lot 1,
Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION, as recorded in Plat Book 67,
Pages 59 and 60, Public Records of Pinellas County, Florida, a distance of
683.00 feet to the SW corner of said Lot 1; thence S 0 degrees 15'08" W., along
the East right-of-way line of said 37th Street South, 50.00 feet from and
parallel with the West boundary of said SE 1/4 of the SE 1/4, a distance of
877.61 feet to the point of beginning. All being in the SE 1/4 of Section 34,
Township 31 South, Range 16 East, Pinellas County, Florida.

LESS THAT PORTION THEREOF DESCRIBED AS:

Lot 1, Block "A", FLORIDA POWER HEADQUARTERS SUBDIVISION FIRST ADDITION,
according to the Plat thereof on file in the Office of the Clerk of the Circuit
Court in and for Pinellas County, Florida recorded in Plat Book 94, page 3, said
lands situate, lying and being in Pinellas County, Florida.



                                      2

<PAGE>   53
PARCEL 4:

Lot 1, Block 1, BROADWATER PLAZA, according to the Plat thereof on file in the
office of the Clerk of the Circuit Court in and for Pinellas County, Florida
recorded in Plat Book 75, page 63, said lands situate, lying and being in
Pinellas County, Florida.

PARCEL 5:

Lot 1, Block A, PERRY'S SKYVIEW SUBDIVISION, according to the Plat thereof on
file in the Office of the Clerk of the Circuit Court in and for Pinellas County,
Florida recorded in Plat Book 36, page 4, said lands situate, lying and being in
Pinellas County, Florida.

                            END OF LEGAL DESCRIPTION



                                      3


<PAGE>   54



                              EXHIBIT "B" TO LEASE

                                   PERSONALTY
                              SCHEDULE OF SELLER'S
                           TANGIBLE PERSONAL PROPERTY
                     (except where expressly excluded below)


1.   SECURITY SYSTEM

     a.   All Westinghouse Proximity Readers
     b.   All Panasonic Cameras, Recorders, Switches & Controllers which pertain
          only to the G.O.C. Site
     c.   On site processing computer using Westinghouse 5850 Software
     d.   Two (2) Security Golf Carts

     The following items shall be excluded from this sale and conveyance: All
     Wide Area Network System components, software and auxiliary equipment,
     including but not limited to, Video and Remote Site Alarm monitoring,
     which shall be retained by Seller.

2.   UNINTERRUPTED POWER SUPPLY

     Emerson UPS System, 600 kva with 300 kva redundant, expandable to 1200 kva
     total. Two string 450 kw battery with 2000 amp switchgear

3.   ALL CAFETERIA SUPPLIES, EQUIPMENT AND UTENSILS

     (1)      55" x 33" Refrigerator
     (2)      28" x 27" Refrigerator
     (6)      Side by Side Refrigerators
     (2)      Grills
     (2)      Deep Freezers
     (1)      Bun Warmer
     (1)      General Warmer
     (1)      Oven
     (1)      28' x 38" Mixer
     (6)      Refrigerated Units
     (2)      5' Round Tables
     (2)      6' Round Tables
     (2.5)    3' Round Tables
     (100)    Chairs
     (1)      Sandwich Bar
     (1)      Salad Bar
     (1)      Soup Bar
     (1)      Steam Table
     (1)      Cold Table



<PAGE>   55
    The following items are owned by vendors and will be excluded from this
    sale and conveyance:

    (2)  Ice Machines
    (1)  Juice Dispenser
    (1)  Soft Drink Dispenser
    (1)  Coffee Maker
    (1)  Yogurt Dispenser

4.  MAINTENANCE SUPPLIES, EQUIPMENT AND VEHICLES

    a.   Four (4) Golf Carts
    b.   50% of the one site Service Carts
    c.   All items in the Maintenance Store Room and in the Electrical Shed
         except for all tools which are the property of third party Vendors
    d.   The Upright UL-24 Electrical Lift

5.  GENERATING EQUIPMENT & SWITCH GEAR

    a.  Onan/Cummins 300kw emergency power generator and transfer scheme
    b.  Caterpillar 1000kw emergency power generator
    c.  Fuel System, 3 @ 2,000 gallon Convault tanks with Omron automated
        pumping and leak detection system - 200 gallon day tanks on both gensets


6.  ALL ROOF ANTENNAS AND AUXILLARY COMMUNICATION EQUIPMENT USED FOR INTER
    G.O.C. COMMUNICATION

    The following items will be excluded:

    a.  All equipment related to intra G.O.C. communication
    b.  The Microwave Dish which is Property of USF

7.  AUDITORIUM EQUIPMENT
 
    a.  All built-in Audio & Video equipment used exclusively to support
        Auditorium operations shall become property of the buyer, which 
        includes:

        (1)  Projector-Optical Radiation Corporation
        (1)  Screen
        (2)  Speakers JBL
        (1)  Sony Reel to Reel Tape Recorder
        (1)  York Controls Decoder
        (1)  IBL Amplifier
        (1)  Podium and Controls
        (2)  8' Folding Tables
<PAGE>   56
         All Black and Chrome Chairs
         All PA Equipment

         The Seller shall use good faith efforts to label all disconnected wires

     b.  All Video Production Equipment which does not support the operation 
         of the Auditorium shall remain as Personal Property of the Seller

     c.  All portable Audio & Video equipment shall remain as personal property
         of the Seller
<PAGE>   57
                             EXHIBIT "C" TO LEASE
                                      
                                    SKETCH

                            [DELIBERATELY OMITTED]