REFERENCED DATA
                                 ---------------

         Any reference in this lease to the following subjects shall incorporate
therein the data stated for the subject(s) in this Section:

DATE OF LEASE:                        4-8-96

LANDLORD:                             CANPRO INVESTMENTS LTD., a corporation
                                      organized under the laws of Canada and
                                      authorized to transact business in the
                                      State of Florida

LANDLORD'S ADDRESS:                   621 N.W. 53rd Street, Ste. 100, Boca
                                      Raton, Florida 33487

TENANT:                               NATIONAL FINANCE CORPORATION or its
                                      assignee AUTO CREDIT CLEARINGHOUSE L.P.

TENANT'S ADDRESS:                     621 NE 53rd Street, Suite 550, Boca Raton,
                                      Florida 33487

DEMISED PREMISES:                     Eight Thousand Five Hundred Ninety Five
                                      (8,595) rentable square feet on the fifth
                                      (5th) floor of the Building. For all
                                      purposes hereof the Building shall be
                                      deemed to contain Two Hundred Thirty Seven
                                      Thousand, Three Hundred Thirty One
                                      (237,331) rentable square feet, regardless
                                      of the actual number of square feet found
                                      to be in the Leased Premises.

LEASE TERM:                           Five (5) years.

ESTIMATED DATE OF SUBSTANTIAL
COMPLETION:                           Approximately June 1, 1996

RENTAL COMMENCEMENT DATE:             June 1, 1996

EXPIRATION DATE OF LEASE
TERM:                                 May 31, 2001

MINIMUM ANNUAL RENT:                  Eighty Three Thousand Eight Hundred One
                                      25/100 Dollars ($83,801.25) 5% annual
                                      escalation of base rent

TENANT'S INITIAL SHARE OF             Sixty Two Thousand Three Hundred Thirteen
TAXES AND OPERATING EXPENSES          75/100  Dollars ($62,313.75) Annual 
FOR THE BUILDING AND FOR              increase capped at 4% per year excluding
OCCUPIED PREMISES:                    Real Estate Taxes, Insurance and 
                                      Utiliities

CONCESSIONS:                          Base Rent on 1,562 rentable square feet
                                      shall be abated for the first six (6)
                                      months of the Lease

TENANT'S PROPORTIONATE SHARE
OF THE BUILDING:                      3.6215%


<PAGE>


PERMITTED USES:                      General Office

SECURITY DEPOSIT:                    $21,122.43

GUARANTOR:                           Corporate


WITNESS:                          LANDLORD:

                                  CANPRO INVESTMENTS LTD.,


                                  By:
                                            Authorized Signatory

                                  TENANT:

                                  NATIONAL FINANCIAL CORPORATION or its assignee
                                  AUTO CREDIT CLEARINGHOUSE L.P.


                                  By:
                                           Gary L. Shapiro





                                        2
<PAGE>

                                  OFFICE LEASE

         THIS LEASE made and entered into as of the ______ day of
________________, 19___ by and between CANPRO INVESTMENTS, LTD., a corporation
organized under the laws of Canada and authorized to do business in the State of
Florida (hereinafter referred to as "Landlord") and NATIONAL FINANCIAL
CORPORATION or its assignee AUTO CREDIT CLEARINGHOUSE L.P. (hereinafter referred
to as "Tenant").

                              W I T N E S S E T H:

1.       Demised Premises.

         A. Landlord is the Owner of a tract of land situated at: 621 N.W. 53rd
Street, Boca Raton, Florida, more particularly described in Exhibit "A" attached
hereto. Upon said tract is located a multistory building known as ONE PARK PLACE
OF BOCA (hereinafter referred to as the "Building"), a parking garage,
surrounding parking areas and driveways (collectIvely called the "Parking
Facilities") and curbs, sidewalks, fountains, parks and plazas. The tract, along
with the Building, Parking Facilities and all other improvements presently or
hereafter located upon the tract, are hereinafter collectively referred to as
the "Property".

         B. Landlord, for the term and subject to the provisions and conditions
hereof, shall lease to Tenant, and Tenant shall accept from Landlord, certain
space more particularly described by the cross-hatched area on the floor plans
annexed hereto as Exhibit "B", which for all purposes hereof shall be deemed to
contain Eight Thousand Five Hundred Ninety-Five (8,595) rentable square feet, on
the fifth (5th) floor of the Building, (the "Demised Premises"), together with a
license for the duration of the term of the Lease to use the parking spaces (the
"Parking Spaces") described in the Parking Space Schedule attached hereto as
Exhibit "C", at the rates set forth therein, for parking of automobiles of
Tenant and Tenant's invitees and employees and for no other purpose.

         C. The Demised Premises shall be used for general office purposes and
for no other purposes.

         D. The use and occupation by Tenant of the Demised Premises shall
include the nonexclusive use, in common with others entitled thereto, of the
common areas, employees' parking areas, service roads, loading facilities,
sidewalks and customer car parking areas as such common areas now exist or as
such common areas may hereafter be constructed, and other facilities as may be
designated from time to time by Landlord, subject however to the terms and
conditions of this agreement and to the rules and regulations for the use
thereof as prescribed from time to time by Landlord.

2.       Term.

         A. The term of this Lease shall commence on the date hereof and end at
12:00 Midnight on the last day of the month in which the fifth (5th) anniversary
of the Rental Commencement Date occurs, unless sooner terminated as herein
provided.

                  (1)      OPTIONS

                  Renewal Option(s). Tenant shall have two (2) three (3) year
options to renew the lease on the same terms and conditions as the existing
Lease except that (a) Leased Premises shall be renewed on an "As Is" basis in
that Landlord shall not do or perform any of Landlord's Work in, on or for the
Leased Premises (b)



                                        3
<PAGE>

Landlord shall have no obligation to pay to Tenant any Tenant's allowance,
inducement, loan, or provide Tenant any free rent. (c) The minimum annual rent
for the first (1st) year of the First Option Term shall be the minimum annual
rent during the last year of the Initial Term multiplied by 1.05. (d) The
minimum annual rent during the first (1st) year of the Second Option Term shall
be the minimum annual rent during the last year of the First Option Term
multiplied by 1.05. (e) There shall be no further option to renew after the
second (2nd) exercised option.

The Renewal Option(s) may only be exercised if (1) the Tenant is not in default
of the Terms and Obligations of this Lease and (2) the Tenant has notified the
Landlord in writing (a) one hundred and eighty (180) days prior to the
termination of the Initial Term for the First option (b) one hundred and eighty
(180) days prior to the termination of the First Option for the Second Option.

                  (2)      RIGHT OF TERMINATION

                  Provided Tenant is not or has never been in default of this
Lease, Tenant shall have the right to cancel (the "Termination Option") this
Lease during the initial term only of the Lease, but after the Third (3rd)
anniversary of the Commencement Date of the Initial Term, on the condition that
(a) such Termination Option shall have been exercised in writing and delivered
to Landlord no later than one hundred eighty (180) days prior to the intended
early termination date (the "Early Termination Date"), and (b) simultaneously
with the notice, Tenant pays to Landlord the unamortized portion of the costs of
the Tenant Improvements as per Exhibit "G".

         B. The term "Substantial Completion" shall mean completion by Landlord
of the Leasehold Improvements, as hereinafter defined, minor punch list items
excepted, and excepting any improvements or work to be performed by Tenant,
provided Substantial Completion cannot occur unless there is available to the
Demised Premises: (1) required utility services, with the exception of
separately metered electricity, which shall be the responsibility of Tenant, (2)
elevator service servicing the Demised Premises and (3) the Issuance of a
certificate of occupancy for the Demised Premises by the applicable governmental
authorities. Landlord presently estimates that the date of Substantial
Completion will be the date set forth on the Reference Data at the beginning of
this Lease.

         C. Anything in Paragraph 2A to the contrary notwithstanding, if
Substantial Completion does not occur on or before the date set forth in the
Reference Data hereof by reason of any of the following, Rent shall commence to
accrue as if the delay had not occurred. Accordingly, on the Rental Commencement
Date, Tenant shall pay to Landlord on account of such accrued rent and in
addition to the rent due pursuant to Paragraph 3, 1/365th of the Minimum Annual
Rental; (as defined in Paragraph 3 hereof) multiplied by the aggregate number of
days of such delay caused by:

                  (1) changes in the work to be performed by Landlord in
readying the Demised Premises for Tenant's occupancy, which are requested by
Tenant after approval of the Plans and Specifications for the Leasehold
Improvements (as that term is defined in Paragraph 3 hereof), provided that if
Tenant's request for a change is specifically conditioned upon its approval of
Landlord's estimate of such delay, Landlord shall promptly notify Tenant of
Landlord's good faith estimate of the anticipated delay and the change shall not
be placed into effect until Tenant shall approve such estimated delay; or

                  (2) the unavailability of materials or labor required for
installations or work in the Demised Premises not encompassed within the Plans
and Specifications for the Leasehold Improvements (as that term is defined in
Paragraph 3 hereof), provided that Tenant shall be notified of landlord's
estimate of the



                                        4
<PAGE>

anticipated delay as promptly as reasonably possible after discovery thereof by
landlord and shall be given an opportunity either to specify alternative
materials or requirements or to revert to the Plans and Specifications for the
Leasehold Improvements; or

                  (3) Tenant's specifications of alternative materials or
requirements, or Tenant's determination to revert to the Plans and
Specifications for the Leasehold Improvements pursuant to subparagraph C(2)
above; or

                  (4) any failure by Tenant, without regard to any grace period
applicable thereto, to furnish any required plan, information, approval or
consent within a required period of time; or

                  (5) the performance or non-performance of any work or activity
in the Demised Premises by Tenant or any of its employees, agents or
contractors.

         D. If Substantial Completion shall occur on a date later than the date
set forth in the Reference Data, or if Landlord shall be delayed in the delivery
of possession of the Demised Premises to Tenant because of a holdover of a prior
tenant, or if repairs, improvements or decoration of the Demised Premises or
Building to be performed by Landlord are not completed, or for any other reason,
whether or not within Landlord's control, Landlord shall not be subject to any
liability to Tenant. If the delay was not attributable to a matter described in
Paragraph 2C above, the Rent reserved and covenanted to be paid herein shall not
commence and the Rental Commencement Date shall not occur until possession of
Demised Premises can be given to Tenant in the required state of Substantial
Completion. No such failure to give possession shall in any other respect affect
the validity of this Lease or any obligation of Tenant hereunder.

         E. On the Rental Commencement Date it shall be presumed that all work
theretofore performed by or on behalf of Landlord was satisfactorily performed
in accordance with meeting the requirements of this Lease, minor punch list
items excepted.

         F. When the construction of the Leasehold Improvements (as that term is
defined herein) is completed and the Rental Commencement Date has been
established, Landlord and Tenant shall promptly execute a revision to the
Reference Data containing the actual rental Commencement Date, the Expiration
Date, the actual rentable square footage (which Landlord and Tenant acknowledge
and agree shall include the portion of the common areas attributed to the
Demised Premises for the purpose of calculating the Rent to be paid hereunder
and the actual Tenant's Proportionate Share) and an other information which was
not available at the time of execution of this Lease. The revised Reference Data
shall be incorporated into this Lease automatically upon execution by the
Parties.

3.       Construction of Leasehold Improvements.

         A. Landlord shall construct all of the improvements required to ready
the Demised Premises for occupancy by Tenant in accordance with plans and
specifications to be prepared by Landlord's Architect (the "Plans and
Specifications"), at Tenant's expense, in accordance with floor plans and other
information regarding Tenant's requirements for the Demised Premises to be
provided by Tenant to Landlord within five days of the date hereof. The
improvements referred to herein to be constructed by Landlord shall be referred
to herein as the "Leasehold Improvements." Upon completion of preparation of the
Plans and Specifications, Landlord shall submit the same to Tenant for Tenant's
approval which approval shall not be unreasonably withheld. If Tenant fails to
approve or disapprove the Plans and Specifications (or any revised set of Plans
and Specifications prepared pursuant to this provision) within five days of
receipt from Landlord, Tenant shall be deemed to have



                                        5
<PAGE>

approved the same. If Tenant disapproves the Plans and Specifications,
Landlord's Architect shall make such modifications as Tenant may reasonably
request and resubmit the revised Plans and Specifications to Tenant. Tenant
shall approve or disapprove the revised Plans and Specifications within five
days of receipt thereof and if Tenant does not approve the revised Plans and
Specifications, the process set forth above shall be repeated. When Landlord and
Tenant have both approved the Plans and Specifications, they shall initial and
date a copy thereof and such Plans and Specifications shall become a part of
this Lease.

         B. Within five days of Landlord and Tenant approving and initialing the
Plans and Specifications, Landlord or Landlord's contractor shall commence the
construction of the Leasehold Improvements in accordance with the Plans and
Specifications and diligently pursue the completion of the Leasehold
Improvements, which shall be completed in a good and workmanlike manner and in
accordance with all applicable governmental codes and regulations.

         C. All work on the Leasehold Improvements shall be performed by
qualified, responsible contractors selected by Landlord at its reasonable
discretion. Tenant shall not interfere with the construction of the Leasehold
Improvements.

         D. Landlord shall provide Tenant with an improvement allowance (the
"Improvement Allowance"), which shall be applied to the cost of completing the
Leasehold Improvements, in an amount equal to the lesser of (a) the actual cost
to Landlord of completing the construction of the Leasehold Improvements in
accordance with the Plans and Specifications or (b) $20.00 dollars per rentable
square foot constructed by Landlord as measured by landlord's Architect to the
inside of all outside glass walls enclosing the Demised Premises and to the
midpoint of all demising walls separating the Demised Premises from areas
occupied by other tenants in the Building or areas designated as common areas
for use by all tenants. For the purpose of this calculation, the portion of the
common areas attributed to Tenant and included in the number of rentable square
feet set forth in the Reference Data shall not be included. The Improvement
Allowance shall only be applied to the cost of Architectural plans, permits
materials, labor and other items included in the Leasehold Improvements to be
constructed by Landlord hereunder. Tenant Improvement allowance of $20.00 per
rentable square foot will include items on Workletter attached as Exhibit "H".

         E. Tenant shall be responsible for performing, at Tenant's sole
expense, any work in addition to the Leasehold Improvements to be constructed by
Landlord an set forth above. If Tenant desires to perform any additional
improvements beyond the Leasehold improvements to be constructed by Landlord,
Tenant shall cause Plans and Specifications for such additional work to be
prepared and submit the same to Landlord for Landlord's approval. Any such
approved additional work, shall be performed by responsible contractors and
subcontractors approved by Landlord. All such contractors and subcontractors
shall furnish in advance and maintain in effect workmen's compensation insurance
in accordance with statutory requirements and comprehensive public liability
insurance (naming Landlord and Landlord's manager and mortgagee as additional
insureds) with limits satisfactory to Landlord and each shall, prior to
commencement at any work, comply with the Mechanic's Lien law of the State of
Florida. All work shall be performed in much manner and at such time so as to
avoid interference with any work being done by Landlord or its contractors and
subcontractors at the Property generally. Landlord shall, however, endeavor to
allow Tenant access for such work prior to the Rental Commencement Date. Tenant
and its contractors and subcontractors shall be solely responsible for the
transportation, safekeeping and storage of materials and equipment used in the
performance of its work, for the removal of waste and debris resulting therefrom
and for any damage caused by them to any installations or work performed by
Landlord or it, it's contractors and subcontractors. Tenant's contractors and
subcontractors shall be subject to the general administrative supervision of
Landlord for scheduling purposes, but Landlord shall not be responsible for any
aspect of the work performed by Tenant's contractors or subcontractors. All



                                        6
<PAGE>

work shall be performed in a good and workmanlike manner, in accordance with
applicable building codes and other governmental requirements, and shall be
diligently prosecuted to completion. No work shall adversely affect the
structural integrity of the Building or the Demised Premises, nor shall such
work diminish the value or the Building or the Demised Premises. Upon the
completion of Tenant's work, Tenant shall deliver to Landlord and/or comply with
the following: (1) Tenant's affidavit stating that Tenant's work has been
completed; (2) an Affidavit of all contractors and all laborers and material
suppliers stating that they have all been paid in full and that all liens
therefor that have been filed have been discharged of record or waived; (3) a
complete release and waiver of lien with respect, to the Demised Premises,
executed by said contractor or contractors supplying labor and/or materials for
Tenant's work; and (4) all certificates and approvals with respect to Tenant's
work that may be required by any governmental authorities an a condition for the
issuance of a Certificate of Occupancy for the Demised Premises. Landlord or
Landlord's representative shall, during the course of construction and after
completion of construction of the Demised Premises, have the right to inspect
the Demised Premises to verify construction and completion in accordance with
the approved Plans and Specifications. It is agreed that Tenant assumes the
entire responsibility and liability for any and all injuries or death of any and
all persons, including Tenant's contractors or subcontractors, and their
respective employees, and for any and all damages to property caused by, or
resulting from or arising out of, any act or omission on the payment of the
Tenant, Tenant's contractor or subcontractors, or their respective employees, in
the prosecution of the Tenant's work, and with respect to such work, Tenant
agrees to indemnify and save harmless Landlord from and against any losses
and/or expenses including reasonable legal fees and expenses, which it may
suffer or pay as a result, of claims or lawsuits due to, because of, or arising
out of any and all such injuries or death and/or damage, whether real or alleged
and Tenant and Tenant's contractor and/or subcontractors shall assume and defend
at their own expense all such claims or lawsuits. Tenant agrees to insure this
assumed liability in its comprehensive general liability policy and the
Certificate of Insurance or copy of the policy that the Tenant will present to
Landlord prior to commencement of Tenant's work shall so indicate such
contractual coverage. If Tenant requests Landlord to perform any work in
addition to the Leasehold improvements, Tenant shall deposit an amount equal to
Landlord's reasonable estimate or the cost of such work with Landlord prior to
commencement of such work, which amount shall include an overhead and
supervision charge equal to 20% of the estimated cost of the additional work. If
the cost of the additional work plus the twenty percent (20%) overhead and
supervision charge exceeds or is less than the estimate of Landlord, Tenant
shall pay such excess or Landlord shall refund such overage as the case may be.

         F. Notwithstanding anything to the contrary contained herein, Landlord
reserves the absolute right to relocate the Demised Premises and the Common
Areas from the locations shown on Exhibit "B", it being agreed by Landlord and
Tenant that the purpose of Exhibit "B" is to show the approximate location of
the Demised Premises, provided that the new locations of the Demised Premises
and Common Areas shall be similar in dimension. If Landlord gives Tenant notice
that Landlord is relocating the Demised Premises after Tenant has commenced or
completed any partitioning or other Improvements to the Demised Premises, then
in such event, Landlord shall provide Tenant with partitions and other
improvements of equal quality and quantity in the relocated Demised Premises.
The relocation of the Demised Premises hereunder shall not affect any other
provision of this Lease.

4.       Minimum Annual Rental.

         A. Until adjusted pursuant to Paragraph 4D hereof, Tenant shall pay as
minimum rent for the Demised Premises the sum of Eighty Three Thousand Eight
Hundred One 25/100 ($83,801.25) annually which is Nine 75/100 Dollars ($9.75)
per square foot of rentable area (the "Minimum Annual Rental"). Such Minimum
Annual Rental (as may be adjusted annually pursuant to Paragraph 4D hereof)
shall be payable during the term hereof, in advance, in equal monthly
installments, together with all sales, use or other taxes based



                                        7
<PAGE>

thereon (including, but not limited to the tax imposed by Florida Statutes
212.03), and any other state, federal or other governmental or quasi
governmental tax, service tax, license fee or other imposition levied on the
Rents received by landlord, all of which shall collectively be referred to
hereafter as "Sales Tax". The first installment of Minimum Annual Rental shall
be payable on the Rental Commencement Date and payment of Minimum Annual Rental
shall continue to be payable on the first (1st) day of each successive month
thereafter. Until otherwise adjusted pursuant to Paragraph 4D hereof, the
monthly installments shall be Six Thousand Nine Hundred Eighty Three 44/100
($6,983.44) provided Tenant's not in default hereunder.

CONCESSIONS:               Base Rent on 1.562 rentable square feet shall be 
                           abated for the first six (6) months of the Lease.

         B. Concurrently with each monthly installment of Minimum Annual Rent,
Tenant shall pay Tenant's Proportionate Share of Taxes and Operating Expenses or
the Building and Tenant's Proportionate Share of the occupied premises in the
Building (the numerator of which is the rentable square foot area of the
Tenant's premises and the denominator shall be the weighted average of occupied
promises in the Building during the year in question), the amount due from
Tenant for its use of the Parking Spaces as provided in Schedule "C" hereof,
together with Sales Tax on all of the above and all other sums which are due to
Landlord under the terms of this Lease (all such sums being hereinafter
collectively referred to as "Additional Rent"). The Minimum Annual Rental and
Additional Rent are hereinafter sometimes collectively referred to as "Rent".

         C. If the Rental Commencement Date occurs on a day other than the first
(1st) day of the month, Rent from the Rental Commencement Date until the first
(1st) day of the following month shall be prorated (calculated on the basis of a
thirty (30) day month) and shall be payable in advance of the Rental
Commencement Date (and, in such event, the installment of Rant paid at execution
hereof shall be applied to the Rent due for the first (1st) full calendar month
of the term hereof).

         D. The Minimum Annual Rental shall be adjusted annually on the first
anniversary of the Rental Commencement Date if the Rental Commencement Date in
the first day of a month (otherwise, it shall be adjusted annually on the first
day of the month next following the Rental Commencement Date) and on each
subsequent anniversary of such first day of the month (an "Adjustment Date") by
multiplying the Minimum Annual Rental for the immediately preceding twelve (12)
month period by 1.05. The product of such multiplication shall be the Minimum
Annual Rental for the next twelve (12) month period of the term of the Lease.

Date.

                  (1)      Lease Year, is defined as follows;

                           (a)      "Lease Year" shall mean the period of twelve
full calendar months commencing on the Rental Commencement Date if the Rental
Commencement Date is the first day of the month (otherwise, the period of twelve
full calendar months commencing on the first day of the month next following the
Rental Commencement Date) and each consecutive twelve month period thereafter.

         E. Adjustments to the Minimum Annual Rental under Paragraph 4D hereof
shall be effective as of each applicable Adjustment Date. Tenant shall pay the
Minimum Annual Rental so adjusted for each Lease Year in twelve (12) equal
monthly installments upon receipt of a written statement from Landlord
("Landlord's Statement of Minimum Annual Rental") setting forth (i) the new
Minimum Annual Rental for the Lease Year following the applicable Adjustment
Date and (ii) the difference, if any, between the Minimum Annual Rental



                                        8
<PAGE>

paid by Tenant on and after the applicable Adjustment Date and the amount of
Minimum Annual Rental actually due from Tenant on and after any applicable
Adjustment Date because of adjustments made in accordance with Paragraph 3D
hereof. Tenant shall, immediately with the next installment at rent due after
receipt of Landlord's Statement of Minimum Annual Rental, begin to pay the new
Minimum Annual Rental. Within ten (10) days after the receipt of such Landlord's
Statement of Minimum Annual Rental, Tenant shall pay the full amount of any
deficiency in the amounts of the monthly installments or Minimum Annual Rental
theretofore made between the Adjustment Date and the date or receipt of
Landlord's Statement of Minimum Annual Rental as set forth in Subparagraph (ii)
of this Paragraph. Tenant shall not be in default under the terms of this Lease
for failure to pay the full amount of Minimum Annual Rental, as newly adjusted
under Paragraph 4D hereof, until Tenant has received Landlord's Statement of
Minimum Annual Rental and has theretofore failed to pay the installments of
Minimum Annual Rental or any deficiency due as set forth under this Paragraph
4E. Nothing contained herein shall relieve Tenant of the responsibility to pay
Minimum Annual Rental at the prior Lease Year's rate until such time as lt has
received Landlord's statement of the new Minimum Annual Rental.

         F. Landlord shall arrange for the Demised Premises to be separately
metered so that Florida Power and Light shall provide electricity directly to
the Demised Premises. Tenant agrees to pay to Florida Power and Light (or other
utility company serving the Demised Premises) all charges for electricity
consumed with respect to the Demised Premises as measured by the aforesaid
electric meter for the Demised Premises. Notwithstanding the foregoing, Landlord
may, at Landlord's sole option, and upon notice to Tenant, elect to measure
usage of electricity by Tenant in the Demised Premises by connection to a single
meter commonly shared with some or all of the other Tenants in the Building, so
that Florida Power and Light; shall




                                        9
<PAGE>
PAGE 10 MISSING



                                       10
<PAGE>

                  (3) "Tenant's Initial Share " shall mean Tenant's Initial
Share of Taxes and Operating Expenses which is estimated by Landlord to be Sixty
Two Thousand Three Hundred Thirteen 75/100 Dollars ($62,313.75) for the first
calendar year. Annual increases of Operating Expenses capped at 4% excluding
Real Estate Taxes, Insurance and Utilities.

                  (4) "Operating Expenses" shall mean all expenses incurred by
Landlord in the operation, repair, maintenance, protection, inspection and
management of all or any portion of the Property and shall include, without
limitation:

                                  (i)       operation, repair, replacement, 
maintenance, inspection, protection and management of the systems and components
of the Building or any portion thereof;

                                 (ii) wages, salaries, fees, and other
compensation (and taxes imposed upon employers in connection therewith) and
fringe benefits paid to persons employed by Landlord or Landlord's managing
agent, including but not limited to social security taxes, unemployment
insurance taxes, cost for providing coverage for disability benefits, cost of
any pensions, hospitalization, welfare or retirement plans, or any other similar
or like expenses incurred under the provisions of any collective bargaining
agreement, or any other cost or expense which Landlord pays or incurs to provide
benefits for employees so engaged in the operation, maintenance, protection and
repair of the Property, excluding any overtime wages or salaries paid for
providing extra services to specific Tenants which is directly chargeable to and
paid by such Tenants;

                                (iii)       contract costs of independent 
contractors hired for the operation, maintenance, inspection, protection or
repair of the Property or any portion thereof, including but not limited to,
service, materials and supplies included in such contract costs;

                                 (iv)       costs of electricity, steam, water, 
sewer, and all other utilities consumed in the operation, repair, maintenance,
inspection management of the Property (excluding utilities consumed within space
occupied by Tenants, which are metered to and paid directly by Tenants);

                                  (v)       cost of all insurance carried by 
Landlord for the Property, including, but not limited to, all risk or fire and
extended coverage (including windstorm and flood coverage), elevator, boiler,
sprinkler leakage, water damage, public liability and property damage, plate
glass, rent protection, and workmen's compensation, but excluding any charge for
increased premiums due to acts or omissions of any tenants of the Property
because of extra risks which are reimbursed to Landlord by such other tenants;

                                 (vi)       alterations, additions  or 
improvements to the nonrentable portions of the Property (hereinafter, the
"Common Areas") which benefit all tenants thereof, or which are made to decrease
the Operating Expenses of the Property;

                                (vii)       all materials, supplies, tools and
equipment purchased or rented to maintain and keep the Property in good
condition and repair;

                               (viii) legal, accounting and other professional
expenses incurred in connection with the Operation, maintenance, repair,
protection and management of the Property;

                                 (ix)       reasonable reserves for the
operation, maintenance, repair, protection and management of the Property;



                                       11
<PAGE>
                                  (x)       janitorial Service for the Building 
and Parking Facilities, including, but not limited to, the cost of window
cleaning, uniforms, supplies and sundries;

                                 (xi)       cleaning costs for the Property
including the facade, windows, and sidewalks and trash removal and the cost of
all labor, supplies, equipment, and materials incidental to such cleaning;

                                (xii)       management fees of the managing
agent for the Property, if any, and if there is no managing agent, or if the
managing agent is affiliated with Landlord, management fees shall be an amount
customarily charged for the management of a first class office building by an
independent managing agent in the County of Palm Beach, Florida;

                               (xiii)       the cost of repainting, 
redecorating, or refurbishing any part of the Property, including the cost of
displays, plantings or decorations for the lobby, balconies and other public
portions of the Property; and

                                (xiv)       the amortized portion of the cost 
of any capital improvements or alterations made to the Property which is either
required by law (or governmental regulation), required by any insurance company
issuing insurance carried by Landlord or intended by Landlord to reduce
Operating Expenses (including but not limited to energy costs), it being
understood that such amortization shall be in accordance with generally accepted
accounting principles and shall include interest at the rate incurred by
Landlord in connection with the installation of the capital improvement or
alteration;

                                 (xv)       any and all sums for landscaping,
ground maintenance, sanitation control, cleaning, lighting, Parking Facilities
and driveway maintenance, line striping and resurfacing, equipment and fixture
replacement, fire protection, and security;

                                (xvi) depreciation or hand tools and other
moveable equipment used in the repair, maintenance or operation of the Property;
and

                               (xvii)       all other expenses whether or not 
hereinabove mentioned which in accordance with generally accepted accounting and
management principles would be considered an expense for the repair,
maintenance, protection and operation of the Property by virtue of the ownership
thereof.

                           The term "Operating Expenses" shall not include: 
(i) the cost of painting, decorating, or installing fixtures or equipment in
space for the purposes of preparing the space for occupancy by a Tenant; (2)
wages, salaries or fees paid to executive personnel of Landlord; (3) the cost of
any repair or replacement item which, by standard accounting practice, should be
capitalized, except as described above; (4) any charge for depreciation,
interest or rents paid or incurred by Landlord, except as described above; (5)
any charge for Landlord's income tax, excess profit taxes, franchise taxes or
similar taxes on Landlord's business; or (6) leasing commissions.

         G. For and with respect the each calendar year during the term of this
Lease after the Rental Commencement Date (and any renewals or extensions
thereof), Tenant shall pay to Landlord, as Additional Rent, an amount equal to
Tenant's Proportionate Share of the Taxes and Operating Expenses for such
calendar year, appropriately prorated on a per diem basis for any partial
calendar year included within the beginning and end of the term, Tenant's
Proportionate Share of Taxes and Operating Expense shall be computed by
multiplying the total amount of Taxes and Operating Expenses by Tenant's
Proportionate Share, Tenant the



                                       12
<PAGE>

Initial Share of Taxes and Operating Expenses shall be as set forth in Paragraph
5A(3). Tenant's Proportionate Share of such Taxes and Operating Expenses shall
be paid in accordance with the following procedures:

                  (1)      Landlord shall furnish to Tenant on or before April
30 of each calendar year of the term hereof:

                                    A written statement (the "Estimate
Statement") of Landlord's good faith estimate of Taxes and Operating Expenses
and Tenant's Proportionate Share of same (the "Estimated Share"), for the
current calendar year, Landlord may, at any time, change Tenant's Estimated
Share by sending Tenant's revised Estimated Statement if, in Landlord's
reasonable opinion, Landlord determines that Tenant's Proportionate Share of
Taxes and Operating Expenses for any calendar year will exceed those set forth
in the most recent Estimate Statement.

                                    A written statement (the "Expense
Statement") setting forth: (1) Taxes and Operating Expenses for the calendar
year immediately prior to (the "Prior Year") the calendar Year in which any
Expense Statement is issued; (ii) Tenant's Proportionate Share of the Taxes and
Operating Expenses for the Prior Year; (iii) the amount, if any, due from Tenant
for any deficiency between Tenant's Proportionate Share of Taxes and Operating
Expenses for the Prior Year and the actual amounts paid by Tenants its Estimated
Share during such Prior Year, and (iv) the amount due from Tenant for any
deficiency in the payments of Tenant's Estimated Share for the current calendar
year resulting from any adjustment of Tenant's Estimated Share for the current
calendar year.

                  (2) Tenant's Proportionate Share of Taxes and Operating
Expenses shall be paid monthly as Additional Rent together with payments of
Minimum Annual Rental as follows:

                                    The amount of any deficiency due from Tenant
as shown on the Expense Statement shall be paid by Tenant within twenty (20)
days from the date of issuance of such Expense Statement described above. If any
Expense Statement reflects an excess paid by Tenant during such period (the "Tax
and operating Expense Credits), said Tax Operating Expense Credit shall be
credited against Tenant's Estimated Share falling due after the date of the
applicable Expense Statement until much credit is depleted.

                           (b) On the first day of the first full month after
the Rental Commencement Date, Tenant shall pay Landlord one twelfth of the
amount of Tenant's Initial Share of Taxes and Operating Expenses set forth in
the Reference date at the beginning of this Lease, together with the pro rata
provision of Tenant's Initial Share determined an a per them basis with respect
to, a thirty day month for any period of time elapsed between the Rental
Commencement Date and the first day of the first full month after, the Rental
Commencement Date.

                           (c) On the first day of each subsequent month during
the first calendar year of the term of this Lease, and continuing thereafter
until issuance of any Estimate Statement in which Tenant's Estimated Share
exceeds Tenant's Initial Share of Taxes and Operating Expenses, Tenant shall pay
Landlord one-twelfth of Tenant's Initial Share of Taxes and Operating Expenses
set forth in the Reference Data at the beginning of this Lease.

                           (d) On the first (1st) day of the month after 
receipt of an Estimate Statement increasing Tenants Estimated Share above
Tenants Initial Share and on the first day or each succeeding month thereafter
until Tenant shall receive a revised Estimate Statement, Tenant, shall pay to
Landlord, on account or its share of Taxes and Operating Expense, one-twelfth
(1/12) of the then current Estimated Share.



                                       13
<PAGE>

         6. Security. As additional security for the full and prompt performance
by Tenant of the terms and covenants of this Lease Tenant shall deliver to
Landlord concurrently upon execution of this Lease the amount of Twenty One
Thousand One Hundred Twenty Two 43/100 Dollars ($21,122.43) (the "Security
Deposit"), none of which Security Deposit shall constitute rent for any month
unless so applied by Landlord to compensate Landlord for all loss, cost, expense
or damage suffered by Landlord due to default or failure of Tenant hereunder.
Tenant shall, upon demand, restore any portion of said Security Deposit so
applied by Landlord on account of any default or failure by Tenant hereunder and
Tenant's failure to do so shall constitute a default hereunder. To the extent
that, Landlord has not applied said sum on account of a default, the Security
Deposit shall be returned (without interest) to Tenant promptly after
termination of this Lease. Landlord may, in its absolute discretion, commingle
the Security Deposit with other funds of Landlord. In the event Landlord
delivers the Security Deposit to a purchaser or other successor to Landlord's
interest in the Property, Landlord shall be discharged of any further liability
with respect to the Security Deposit.

         7. Tenant's Covenants. Tenant agrees on behalf of itself, its employees
and agents, that it shall:

                  A. Comply at all times with any and all Federal, state, and
local statutes, regulations, ordinances and other requirements of any applicable
public authorities relating to its use and occupancy of the Demised Premises.

                  B. Give Landlord access to the Demised Premises at all
reasonable times, without charge or diminution of rent, to enable Landlord; (1)
to examine the same and to make such repairs, additions and alterations as
Landlord may be permitted to make hereunder or as Landlord may deem advisable to
the Demised Premises, or any other portion of the Property or any part thereof;
and (2) upon reasonable notice, to show the Demised Premises to any prospective
mortgagees and purchasers, and, during the four (4) months prior to expiration
of the term, to prospective Tenants.

                  C. Maintain and repair, at its cost and expense, the Demised
Premises, including the plumbing, electrical, HVAC and other systems within the
Demised Premises, with the exception of such items which are Landlord's
responsibility, as required to keep the Demised Premises in good working order
and condition Tenant shall commit no waste in or upon the Demised Premises.

                  D. Upon the termination of this Lease for any reason
whatsoever, remove Tenant's goods and effects and those of any other person
claiming under Tenant, and quit and deliver up the Demised Premises to Landlord
peaceably and quietly in as good order and condition as at the inception of the
term of this Lease or as the same hereafter may be improved by Landlord or
Tenant, reasonable use and wear thereof, damage from fire and other insured
casualty and repairs which are Landlord's obligation excepted. Goods and effects
not removed by Tenant at the termination of this Lease, however terminated,
shall be considered abandoned and Landlord may dispose of and/or store the same
as it deems expedient, the cost thereof to be charged to Tenant.

                  E. Not place signs on the Demised Premises except in
accordance with sign criteria approved by Landlord. All signs shall be purchased
and erected at Tenant's expense. Identification of Tenant and Tenant's location
shall be provided by Landlord at Tenant's expense in a directory in the Building
Lobby.

                  F. Not overload, damage or deface the Demised Premises or do
any act which might make void or voidable any insurance on the Demised Premises
of the building and/or the Property or which may render an increased or extra
premium payable for insurance (and without prejudice to any right or remedy of
Landlord regarding this Subparagraph, Landlord shall have the right to collect
from Tenant, upon demand, any such increased or extra premium).



                                       14
<PAGE>

                  G. Not make any alteration of or addition to the Demised
Premises without the prior written approval of Landlord and in accordance with
the provisions of Paragraph 3E of this Lease. All such alterations and
additions, as well as all fixtures, equipment, improvements and appurtenances
installed in the Demised Premises (but excluding Tenant's trade fixtures) shall,
upon installation, become and remain the property of Landlord and shall be
maintained by Tenant during the term hereof and any renewals and extensions
thereof, in the same good order and repair in which the Demised Premises are
required to be maintained. Tenant shall, at the expiration of the term hereof,
remove Tenant's trade fixtures and other personal property which can be removed
without damage to the Demised Premises and shall likewise remove such other
items as Landlord shall designate for removal by Tenant upon expiration of the
term hereof (and in such case Tenant shall be obligated to restore any damage
caused thereby). The construction of any such alterations and additions shall be
performed at Tenant's expense by Landlord or Tenant, as Landlord shall elect,
subject to the requirements specified in Paragraph 3 of this Lease. All
alterations and additions to the Demised Premises shall be performed in
accordance with plans and specifications therefore submitted to and approved by
Landlord, in a good and workmanlike manner and in conformity with all building
codes, laws, regulations, rules, ordinances and other requirements of all
governmental or quasi-governmental authorities having jurisdiction.

                  H. Not install or authorize the installation of any coin
operated vending machines.

                  I. Not bring any flammable, explosive or dangerous material or
article onto the Property.

                  J. Not violate Landlord's regulation that only persons
approved from time to time by Landlord may prepare, solicit orders for, sell,
serve or distribute foods or beverages in the Building, or use the elevators,
corridors or common areas for any such purpose. Except with Landlord's prior
written consent and in accordance with arrangements approved by Landlord, Tenant
shall not permit on the Demised Premises the use of equipment for dispensing
food or beverages or for the preparation, solicitation of orders for sale,
serving or distribution of food or beverages.

                  K. Not bring safes, heavy files, or other heavy equipment into
the Property unless the weight, location and handling of same is approved by
Landlord. Regardless of said approval, Tenant shall indemnify, defend and save
Landlord harmless from any and all expenses and other damages, including
attorney's fees, and costs, resulting from the use or installation by Tenant of
such heavy equipment.

                  L. Not use, create, store, or permit any toxic or hazardous
material anywhere on the Property, Tenant shall not dispose of any toxic or
other hazardous waste through the plumbing system or drainage system of the
Building or the Property, and Tenant shall not violate any requirement of the
Florida Department of Environmental Regulation or the Florida Department of
Health, or any other governmental agency, with respect to waste disposal, Tenant
shall indemnify, defend and hold Landlord harmless from any and all expenses and
other damages, including attorney's fees and costs incurred by Landlord, as a
result of improper storage or handling of any hazardous materials or waste or
any improper waste disposal by Tenant, which indemnification shall survive the
expiration or earlier termination of this Lease.

                  M. Immediately and at its expense, Tenant shall repair and
restore any and all damages caused to the Demised Premises or the Property due
to Tenant's improvements, installations, alterations, additions or other work
conducted by Tenant within the Demised Premises, and Tenant shall restore the
Property to the condition existing prior to improvement, installations,
alterations, additions or other work conducted by Tenant within the Demised
Premises.



                                       15
<PAGE>

                  N. Comply with the rules and regulations as initially set
forth on Exhibit "E" which is attached hereto and incorporated herein, and
comply with such other rules and regulations as Landlord may establish, and from
time to time amend, for the general safety, comfort and convenience of Landlord,
occupants and tenants of the Building.

                  O. Unless Landlord elects to commonly meter the Demised
Premises in accordance with Paragraph 4F of this Lease, Tenant shall pay
directly to the entity providing same, the costs of all utilities consumed
within the Demised Premises, and all other sums assessed against Tenant or the
Demised Premises by any governmental or quasi-governmental entity in connection
with Tenant's use or occupancy of the Demised Premises.

                  P. Not install or operate in the Demises Premises any
electrically operated equipment or other machinery, including computers, unless
requiring not more than three-phase, four-wire 227/480 Volt electrical service
and normally used in modern offices, or any plumbing fixtures, without first
obtaining the prior written consent of Landlord. In the event that Landlord
determines in its sole and absolute discretion, that Tenant's electrical
consumption within the Premises is greater than the normal usage of other
Tenants within the building, Landlord reserves the right to charge Tenant for
such additional consumption, or cause Tenant to separately meter electrical
service to the Premises at Tenant's sole cost and expense. Tenant shall not
install any equipment of any kind or nature whatsoever which would or might
necessitate any changes, replacements or additions to the structural system,
water system, plumbing system, heating system, air conditioning system or the
electrical system servicing the Demised Premises or any other portion of the
Building without the prior written consent of Landlord, and in the event such
consent is granted, such replacements, changes or additions shall be paid for by
Tenant.

         8.       Services.  Landlord agrees that it shall:

                  A. Provide self service passenger elevator service to the
Demised Premises from the ground floor. Access to the Demised Premises shall at
all times be subject to compliance with such security measures as shall be in
effect for the Building.

                  B. Provide janitorial service to the Demised Premises and the
Common Areas in the Building as are customarily provided in first class office
buildings in Palm Beach County, Florida. Any and all additional or specialized
janitorial service desired by Tenant shall be contracted for by Tenant directly
and the cost and payment thereof shall be and remain the sole responsibility of
Tenant. The firm providing such janitorial service shall first be approved by
Landlord, and Tenant shall not be entitled to any reduction, abatement, or other
credit against its Proportionate Share of Operating Expenses on account of any
contract for additional or specialized janitorial services, whether or not
Landlord's janitorial services are continued by Tenant. Janitorial services are
to be provided as detailed in Cleaning Specifications Schedule attached as
Exhibit "D".

                  C. Subject to the provisions of paragraphs 12 and 15 hereof,
make all necessary repairs of damage to the Common Areas of the Building,
equipment used to provide services specified herein and to the roof, outside
walls and structural members of the Building and Parking Facilities. In the
event that any repair is required by reason of the negligence or abuse of Tenant
or its agents, employees or invitees, or of any other person entering the
Building with Tenant's consent, express or implied, Landlord may make such
repair and add the cost thereof to the first installment of rent which will
thereafter become due.




                                       16
<PAGE>

                  D. Furnish the Common Areas of the Property with electric
service for lighting and normal office use. Furnish the Demised Premises with
heating or air conditioning between the hours of 8:00 a.m. and 6:00 p.m. Monday
through Friday, excluding federal and state holidays. Tenant may be permitted
the use of after hours air-conditioning at Landlord's discretion, said after
hours air-conditioning to be separately metered by floor only, and Tenant shall
pay to Landlord, in addition to Tenant's Proportionate Share of Operating
Expenses, the after hours air conditioning fee determined by Landlord, in its
sole and absolute discretion to be a reasonable charge for said services, and
such sums shall be paid by Tenant as Additional Rent under this Lease.

                  E. The costs of all services provided in this Paragraph 8,
separately charged to Tenant shall constitute Operating Expenses as defined in
Paragraph 5 above, Tenant acknowledges that Landlord does not warrant that any
of the services referred to in this Paragraph 8 will be free from interruption
from causes beyond the reasonable control of Landlord. No interruption of
service shall ever be deemed an eviction or disturbance of Tenant or render
Landlord liable to Tenant for damages by abatement of Rent or otherwise, or
relieve Tenant from performance of Tenant's obligations under this Lease, unless
Landlord, after reasonable notice, shall willfully and without cause fail or
refuse to take reasonable action within its control to restore such service.

         9. Subletting and Assigning. Tenant shall not assign, mortgage or
otherwise transfer or encumber this Lease or any portion of Tenant's interest
herein, or sublet all or any portion of the Demised Premises without first
obtaining Landlord's prior written consent thereto, which the parties agree may
not be unreasonably withhold. If Landlord consents to any given assignment or
subletting, such consent will not be deemed a consent to any further subletting
or assignment without subsequent consent of the Landlord which consent may not
be unreasonably withheld. Duly attempted assignment, mortgage, sublease or other
encumbrance of the Demised Premises in violation of this paragraph shall be null
and void. If Landlord consents to any subletting or assignment, it shall
nevertheless be a condition to the effectiveness thereof that a fully executed
copy of the sublease or assignment be furnished to Landlord and that any
assignee assume in writing all obligations of Tenant hereunder. Notwithstanding
any consent by Landlord to any subletting or assignment, in the event of any
subletting or assignment of the Demised Premises, Tenant shall remain liable for
all of the obligations of Tenant set forth herein. The sale by Tenant of a
controlling interest in the Tenant entity shall be deemed an assignment of this
Lease requiring the consent of Landlord as specified above.

         10.      Indemnification, Waiver of Liability.

                  A. Tenant agrees to indemnify, defend and save harmless
Landlord and its building manager and their officers, employees, agents and
independent contractors, from any and all suits. actions, damages, liability and
expenses (including reasonable attorney's fees and costs) in connection with
loss of income, loss of life, bodily or personal injury or property damage in or
about the Demised Premises arising from any cause whatsoever unless such loss of
life, injury, or property damage is the result of the willful and gross
negligence of Landlord, its building manager, or their officers, employees,
agents and independent contractors, and Landlord and said managers and their
officers, employees, agents and independent contractors shall not be liable to
Tenant for any such damage or loss whether or not the result of their willful
and gross negligence.

                  B. Tenant agrees to indemnify, defend and hold Landlord and
its building manager, and their employees, officers, agents and independent
contractors harmless of and from any and all loss, liability or expense
including, without limitation, reasonable attorney's fees and costs incurred by
Landlord in connection with any failure of Tenant to fully perform its
obligations under this Lease, and in connection with any personal



                                       17
<PAGE>

injury or damage to or loss of property of any type or nature resulting out of
Tenant's use of the Property, or caused by the neglIgence, misconduct or breach
of this Lease by Tenant, its employees, subtenants, invitees, contractors,
sub-contractors, or any other person entering the Property under express or
implied invitation of Tenant.

         11.      Public Liability and Business Interruption Insurance.

                  A. Tenant, at its own cost and expense, shall obtain and
maintain in full force and effect durIng the original term hereof, and any
extensions or renewals, single limit public liability and property damage
insurance in an amount at least equal to Two Million Dollars ($2,000,000.00) or
such other amounts as Landlord may reasonably require from time to time, upon
thirty (30) days prior written notice.

                  B. Tenant, at its own cost and expense, shall obtain and
maintain in full force and effect during the original term hereof, and any
extensions or renewals, business interruption insurance payable in case of loss
resulting from damage to the Demised Premises or the Building by fire or other
casualty. Such insurance shall be maintained in an amount not less than the sum
of all Minimum Annual Rental and additional rent coming due for the then current
calendar year as estimated by Landlord.

                  C. Tenant agrees to carry full replacement cost all risk fire
and extended coverage insurance in form satisfactory to Landlord an all
improvements to the Demised Premises. Tenant also agrees to carry such all risk
insurance covering Tenant's fixtures, furnishings, wall covering, carpeting,
drapes, equipment and all other items of personal property of Tenant located on
or within the Demised Premises.

                  D. All policies of insurance described above shall name
Landlord and any mortgagee of Landlord as named insureds, and shall include an
endorsement providing that the policies will not be canceled or amended until
after thirty (30) days' prior written notice to Landlord. All such policies of
insurance shall be issued by a financially responsible company or companies
satisfactory to Landlord and authorized to issue such policy or policies, and
licensed to do business in the State of Florida. Tenant shall deposit with
Landlord duplicate originals of such insurance on or prior to the Rental
Commencement Date, together with evidence of paid-up premiums, and shall deposit
with Landlord renewals thereof at least fifteen (15) days prior to expiration of
any such policies.

         12. Fire or Other Casualty. In case of damage to the Demised Premises
by fire or other casualty, Tenant shall promptly give notice thereof to
Landlord. In case of damage to the Building, the Demised Premises or the Parking
Facilities by fire or other casualty, Landlord shall, unless Landlord elects to
terminate this Lease as described below, and subject to the rights of Landlord's
Mortgagees, thereupon undertake the repair and restoration of: (a) the Building,
to substantially the same condition as existed prior to the casualty; provided
that Landlord is not obligated to restore any portion of the Building or Parking
Facilities not necessary for Tenant's use of the Demised Premises (hereinafter
the "Excluded Area"); and (b) the Demised Premises, to substantially the
condition in which Landlord was obligated to deliver the Demised Premises to
Tenant on the Rental Commencement Date, at the expense of Landlord, subject to
delays which may arise by reason of adjustment of loss under insurance policies
and for delays beyond the reasonable control of Landlord; provided, however,
that Landlord shall not be obligated to restore the Demised Premises if adequate
insurance proceeds are not available to Landlord to complete such work. The
Minimum Annual Rent payable by Tenant hereunder shall be equitably apportioned
during the period of Landlord's repair and/or restoration of the Demised
Premises in accordance with the portion of the Demised Premises which has been
rendered untenantable. If Landlord elects to make such repairs, Tenant shall,
within thirty (30) days after completion by Landlord of such repair and/or
restoration, at Tenant's sole cost, and expense, commence to repair or restore
the remainder of the



                                       18
<PAGE>

Demised Premises to the condition it was in prior to such fire or casualty,
(which work shall be completed by Tenant within one hundred twenty (120) days of
commencement.) In the event that Landlord, in Landlord's discretion, shall
decide not to repair or rebuild the Demised Premises, the Building or the
Parking Facilities, Landlord shall deliver written notice to Tenant of its
election to terminate this Lease within ninety (90) days after Landlord is
notified of the casualty, and this Lease shall terminate as of the date
specified in such notice which date shall not be more than ninety (90) days
thereafter, and the Rent (taking into account any apportionment as aforesaid)
shall be adjusted to the termination date, and Tenant shall thereupon promptly
vacate the Demised Premises.

         13. Increase in Premiums. Tenant shall not do, permit or suffer to be
done any act, matter, thing or failure to act in respect to the Property or the
Demised Premises or use or occupy the Property or the Demised Premises or
conduct or Operate Tenant's business in any manner objectionable to insurance
companies whereby the fire insurance or any other insurance now in force or
hereafter to be placed on the Demised Premises or any part thereof shall become
void or suspended or whereby any premiums in respect of insurance maintained by
Landlord shall be higher than those which would normally have been in effect for
the occupancy contemplated under the permitted uses. In case of a breach of this
covenant, in addition to all other rights and remedies of Landlord hereunder,
Tenant shall (a) indemnify Landlord and hold Landlord harmless from and against
any loss which would have been covered by insurance which shall become void or
suspended because of such breach by Tenant, and (b) pay to Landlord any and all
increase of premiums on any insurance, including, without limitation, rent
insurance, resulting from any such breach.

         14. Waiver of Subrogation. Landlord and Tenant waive, unless said
waiver should invalidate any insurance required or permitted hereunder, their
right to recover damages against each other for any reason whatsoever to the
extent the damaged party recovers indemnity from its insurance carrier. Any
insurance policy procured by either Tenant or Landlord which does not name the
other as a named insured shall, if obtainable, contain an express waiver of any
right of subrogation by the insurance company, including but not limited to
Tenant's workmen's compensation carrier, against Landlord or Tenant, whichever
the case may be. All public liability and property damage policies shall contain
an endorsement that Landlord, although named an insured, shall nevertheless
entitled to recover for damages caused by the negligence of Tenant.

         15.      Eminent, Domain.

                  A. It the whole of the Property, or the Demised Premises shall
be taken or condemned for a public or quasi-public use under any law, ordinance
or regulation, or by right of eminent domain or private purchase in lieu thereof
by any competent authority, this Lease shall terminate and Rent shall abate for
the unexpired portion of the term of this Lease as of the date the right to
possession shall vest in the condemning authority.

                  B. If part of the Demised Premises shall be acquired or
condemned as aforesaid, and such acquisition or condemnation shall render the
remaining portion unsuitable for the business of Tenant (in the reasonable
opinion of Landlord) the term of this Lease shall cease and terminate as
provided in Paragraph 15(A) hereof, provided however, that diminution of
rentable area shall not in and of itself be conclusive as to whether the portion
of the Demised Premises remaining after such acquisition is unsuitable for
Tenant's business. If such partial taking is not extensive enough to render the
Demised Premises unsuitable for the business of Tenant, this Lease shall
continue in full force and effect except that the Minimum Annual Rental shall be
reduced in the same proportion that the rentable area of the Demised Premises
taken bears to the rentable area demised. Subject to the rights of any mortgagee
of Landlord's estate, Landlord shall, upon receipt of the net condemnation
award, make all necessary repairs or alterations to the Building so as to render
the portion of the



                                       19
<PAGE>

Building not taken a complete architectural unit, but Landlord shall in no event
be required to spend for such work an amount in excess of the net amount
received by Landlord as damages for the part of the Building so taken. "Net
amount received by Landlord" shall mean that portion of the condemnation award
in excess of any sums required to be paid by Landlord to the holder of any
mortgage on the property so condemned, and all expenses and legal fees incurred
by Landlord in connection with the condemnation proceeding.

                  C. If part of the Building, but no part of the Demised
Premises, is taken or condemned as aforesaid, and, in the reasonable opinion of
Landlord, such partial acquisition or condemnation shall render Landlord unable
to comply with its obligations under this Lease, or shall render the Demised
Premises unsuitable for the business of Tenant, the term of the Lease shall
cease and terminate as provided in Paragraph 15(A) hereof, by Landlord sending
written notice to such effect to Tenant, whereupon Tenant shall immediately
vacate the Demised Premises.

                  D. In the event of any condemnation or taking as hereinbefore
provided, whether whole or partial, Tenant shall not be entitled to any part of
the award, as damages or otherwise, for such condemnation and Landlord to
receive the full amount of such award, and Tenant hereby expressly waives any
right or claim to any part thereof. Although all damages in the event of any
condemnation are to belong to the Landlord whether such damages are awarded as
compensation for diminution in value of the leasehold or the fee of the Demised
Premises, Tenant shall have the right to claim and recover from the condemning
authority, but not from Landlord, such compensation as may be separately awarded
or recoverable by Tenant in Tenant's own right on account of any damage to
Tenant's business by reason of the condemnation and for or on account of any
cost or loss to which Tenant might be put in removing Tenant's merchandise,
furniture, fixtures, and equipment, or the loss of Tenant's business or decrease
in value thereof.

         16. Events of Default. Each of the following events shall constitute an
Event of Default under this Lease:

                  A. If Tenant shall fail to pay Minimum Annual Rental, 
Additional Rent, or any other sum payable to Landlord hereunder when due; or

                  B. If Tenant shall fail to perform or observe any of the other
covenants, terms or conditions contained in this Lease within ten (10) days
after written notice thereof by Landlord; or

                  C. If a receiver or trustee is appointed to take possession of
all or a substantial portion of the assets of Tenant or any Guarantor and such
receiver or trustee is not dismissed within thirty (30) days; or

                  D. If Tenant or any Guarantor makes an assignment for the
benefit of creditors; or

                  E. If any bankruptcy, reorganization, insolvency, creditor
         adjustment or debt rehabilitation proceedings are instituted by or
         against Tenant or any Guarantor under any state or federal law and the
         same are not dismissed within thirty (30) days; or

                  F. If levy, execution, or attachment proceedings or other
process of law are commenced upon, on or against Tenant or any Guarantor or a
substantial portion of Tenant's or any Guarantor's assets and the same are not
dismissed within thirty (30) days; or

                  G. If a liquidator, receiver, custodian, sequester,
conservator, trustee, or other similar judicial officer is applied for by Tenant
or any Guarantor; or



                                       20
<PAGE>

                  H. If Tenant or any Guarantor becomes insolvent in the
bankruptcy or equity sense; or

                  I. If the Demised Premises are vacated, abandoned or
designated during the term hereof or Tenant removes or manifests an intention to
remove its goods and property from the Demised Premises other than in the
ordinary course of its business.

         17.      Remedies.

                  A. If Tenant fails to pay Minimum Annual Rental, Additional
Rent, or any other sum payable to Landlord hereunder when due, Tenant shall pay
a late charge in the amount of Fifty Dollars ($50.00) plus interest accruing on
the unpaid sums from the date such sums are due at a rate equal to the greater
of (a) Eighteen percent (18%) per annum or (b) Three percent (3%) per annum in
excess of the prime rate of interest paid by Landlord on sums borrowed by
Landlord (the "Late Charge"). The Late Charge shall be Additional Rent under the
terms of this Lease. In no event however shall any interest or other charge on
any delinquent payments exceed the amount allowed to be charged under the usury
laws of the State of Florida, it being acknowledged and agreed that any amount
in excess of such limitation shall be refunded to Tenant by Landlord by means of
a credit against the next installment(s) of Rent coming due hereunder, or if no
such Rent payments remain to be paid, then the excess shall be refunded in cash.
The Late Charge shall be in addition to, and shall not in any way limit any
other rights or remedies available to Landlord under the terms of this Lease or
at law and in equity.

                  B. Upon the occurrence of an Event of Default, Landlord may,
at any time thereafter, and in addition to any other available rights or
remedies at law and/or in equity, elect any one or more of the following
remedies;

                           (1)      Without obligation to relate the Demised 
Premises, to accelerate the whole or any part of the Minimum Annual Rental, the
Additional Rent, or any other sum payable to Landlord hereunder for the entire
unexpired balance of the Term of this Lease, as well as all other charges,
payments, costs and expenses herein agreed to be paid by Tenant and for purposes
of this Paragraph, the Minimum Annual Rental shall be deemed to be increased and
adjusted as described in Paragraphs 3C and 3D hereof, with the annual Cost of
Living increase calculated as if the Adjustment Date was the month in which such
default occurred, and any Rent or other charges, payments, costs and expenses if
so accelerated shall, in addition to any and all installments of Rent already
due and payable and in arrears, and/or any other charge or payment herein
reserved, included or agreed to be treated or collected an rent and/or any other
charge, expense or cost herein agreed to be paid by Tenant which may be due and
payable and in arrears, be deemed due and payable as if, by the terms and
provisions of this Lease, such accelerated Rent and other charges, payments,
costs and expenses were on that date payable in advance, and Landlord shall be
entitled to all costs of collection, including attorney's fees and costs through
all appellate levels and post judgment proceedings, and to interest on all such
amounts at the maximum rate allowed by law until such amounts are actually paid
to Landlord.

                           (2)      To immediately re-enter the Demised Premises
without accepting surrender of the leasehold estate and remove all persons and
all or any property therefrom, with or without summary dispossess proceedings or
by any suitable action or proceeding at law, without being liable to indictment,
prosecution or damages therefore, and repossess and enjoy the Demised Premises;
together with all additions, alterations and improvements. Upon recovering
possession of the Demised Premises by reason of or based upon or arising out of
a default on the part of Tenant, Landlord may, at Landlord's option, either
terminate this Lease or make such alterations and repairs as may be necessary in
order to relet the Demised Premises or any part or parts thereof, either in
Landlord's name or otherwise, for a term or terms which may at Landlord's



                                       21
<PAGE>
option be less than or exceed the period which would otherwise have constituted
the balance of the Term of this Lease and at such rent or rents and upon such
other terms and conditions as in Landlord's sole discretion may seem advisable
and to such person or persons as may in Landlord's discretion seem best. Upon
each such reletting all rents received by Landlord from such reletting shall be
applied: first, to the payment of any indebtedness other than Rent due hereunder
from Tenant to Landlord; second, to the payment of any costs and expenses of
such reletting, including brokerage fees and attorney's fees and all costs of
such alterations and repairs; third, to the payment of Rent due and unpaid
hereunder; and the residue if any, shall be held by Landlord and applied in
payment of future rent as it may become due and payable hereunder. If such
rentals received from such reletting during any month shall be less than that to
be paid during that month by Tenant hereunder, Tenant shall pay any such
deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No
such re-entry or taking possession of the Demised Premises or the making of
alterations and/or improvements thereto or the reletting thereof shall be
construed as an election on the part of Landlord to terminate this Lease unless
written notice of such intention be given to Tenant. Landlord shall in no event
be liable in any way whatsoever for failure to relet the Demised Premises or, in
the event that the Demised Premises or any part or parts thereof are relet, for
failure to collect the rent thereof under such reletting. Tenant, for Tenant and
Tenant's successors and assigns, hereby irrevocably constitutes and appoints
Landlord as Tenant's agent to collect the rants due and to become due under all
subleases of the Demised Premises or any part thereof without in any way
affecting Tenant's obligation to pay any unpaid balance of Rent due or to become
due hereunder. Notwithstanding any such reletting without termination, Landlord
may at any time thereafter elect to terminate this Lease for such previous
breach.

                  (3) To terminate this Lease and the term hereby 
created without accepting any surrender of the leasehold estate and without any
right on the part of Tenant to waive the forfeiture by payment of any sum due or
by other performance of any condition, term or covenant broken, whereupon
Landlord shall be entitled to recover, in addition to any and all sums and
damages for violation of Tenant's obligations hereunder in existence at the time
of such termination, damages for Tenant's default in an amount equal to the
amount of the Rent reserved for the balance of the term of this Lease, as well
as all other charges, payments, costs and expenses herein agreed to be paid by
Tenant, all discounted at the rate of six percent (6%) per annum to their then
present worth, less the fair rental value of the Demised Premises for the
remainder of said term, also discounted at the rate of six percent (6%) per
annum to its then present worth, all of which amount shall be immediately due
and payable from Tenant to Landlord.

                  (4) Tenant covenants and agrees that if the rent and/or any
charges reserved in this Lease as rent (Including all accelerations of rent
permissible under the provisions of this Lease) shall remain unpaid ten (10)
days after the same is required to be paid, then and in that event, Landlord may
cause Judgment to be entered against Tenant, and for that purpose Tenant hereby
authorizes and empowers Landlord or any Prothonotary, Clerk of Court or Attorney
of any Court of Record to appear for and confess judgment against Tenant and
agrees that Landlord may commence an action pursuant to the laws of Florida for
the recovery from Tenant of all rent hereunder (including all accelerations of
rent permissible under the provisions of this lease) and/or for all charges
reserved hereunder as rent, as well as for interest and costs and reasonable
Attorney's fees, for which authorization to confess judgment, this Lease, or a
true and correct copy thereof, shall be sufficient warrant. Such Judgment may be
confessed against Tenant for the amount of rent in arrears (including all
accelerations of rent permissible under the provisions of this Lease) and/or for
all charges reserved hereunder as rent, as well as for interest and costs;
together with an attorney's fee of five percent (5%) of the full amount of
Landlord's claim against Tenant. Neither the right to institute an action
pursuant to the laws of Florida nor the authority to confess judgment granted
herein shall be exhausted by one or more exercises thereof, but successive
complaints may be filed and successive judgments may be entered for the
aforedescribed



                                       22
<PAGE>

sums ten (10) days or more after they become due as well as after the expiration
of the original term and/or during or after expiration of any extension or
renewal of this Lease.

Tenant covenants and agrees that if this Lease shall be terminated (either
because of condition broken during the term of this Lease or any renewal or
extension thereof and/or when the term hereby created or any extension thereof
shall have expired) then, and in that event, Landlord may cause a judgment in
eviction to be entered against Tenant for possession of the demised premises,
and for that purpose Tenant hereby authorizes and empowers any Prothonotary,
Clerk of Court or Attorney of any Court of Record to appear for Tenant and to
confess judgment against Tenant in Eviction for possession of the herein demised
premises, and agrees that Landlord may commence an action pursuant to the laws
of Florida for the entry of an order in Eviction for the possession of real
property, and Tenant further agrees that a Writ of Possession pursuant thereto
may issue forthwith, for which authorization to confess judgment and for the
issuance of a writ or writs of possession pursuant thereto, this Lease, or a
true and correct copy thereof, shall be sufficient warrant. Tenant further
covenants and agrees, that if for any reason whatsoever, after said action shall
have commenced the action shall be terminated and the possession of the premises
demised hereunder shall remain in or be restored to Tenant, Landlord shall have
the right upon any subsequent default or defaults, or upon the termination of
this Lease as above set forth to commence successive actions for possession of
real property and to cause the entry of successive judgments by confession in
Eviction for possession of the premises demised hereunder.

In any procedure or action to enter Judgment by Confession for Money pursuant to
Section ___ hereof, or to enter Judgment by Confession in Eviction for
possession of real property pursuant to Section ___ hereof, if Landlord shall
first cause to be filed in such action an affidavit or averment of the facts
constituting the default or occurrence of the condition precedent, or event, the
happening of which default, occurrence, or event authorizes and empowers
Landlord to cause the entry of judgment by confession, such affidavit or
averment shall be conclusive evidence of such facts, defaults, occurrences,
conditions precedent, or events; and if a true copy of this Lease (and of the
truth of which such affidavit, or averment shall be sufficient evidence) be
filed in such procedure or action, it shall not be necessary to file the
original as evidence, any rule of court, custom, or practice to the contrary
notwithstanding.

Tenant hereby releases to Landlord and to any and all attorneys who may appear
for Tenant all errors in any procedure or action to enter Judgment by Confession
by virtue of the sections contained in this Lease, and all liability therefor.
Tenant further authorizes the Prothonotary or any Clerk of any Court of Record
to issue a Writ of Execution or other process, and further agrees that real
estate may be sold on a Writ of Execution or other process. If proceedings shall
be commenced to recover possession of the demised premises either at the end of
the term or sooner termination of this Lease, or for non-payment of rent or for
any other reason, Tenant specifically waives the right to the statutory notice
periods, and agrees that ten (10) days' notice shall be sufficient in either or
any such case.

The right to enter judgment against Tenant by confession and to enforce all of
the other provisions of this Lease herein provided for may at the option of any
assignee of this Lease, be exercised by any assignee of the Landlord's right,
title and interest in this Lease in his, her, or their own name, any statute,
rule of court, custom, or practice to the contrary notwithstanding.

All of the remedies hereinbefore given to Landlord and all rights and remedies
given to it by law and equity shall be cumulative and concurrent. No
determination of this Lease or the taking or recovering possession of the
premises shall deprive Landlord of any of its remedies or actions against the
Tenant for rent due at the time or which, under the terms hereof would in the
future become due as if there had been no determination, nor



                                       23
<PAGE>

shall the bringing of any action for rent or breach of covenant, or the resort
to any other remedy herein provided for the recovery of rent be construed as a
waiver of the right to obtain possession of the premises.

                  C. No right or remedy herein conferred upon or reserved to
Landlord is intended to be exclusive of any other right or remedy herein or by
law provided but each shall be cumulative and in addition to every other right
or remedy given herein or now or hereafter existing at law or in equity or by
statute.

                  D. In the event of a breach or threatened breach by Tenant of
any of the covenants or provisions hereof, Landlord, in its sole and absolute
discretion, shall have the right of injunction and the right to invoke any
remedy allowed at law or in equity as if re-entry, summary proceedings and other
remedies were not herein provided for in law or in equity.

                  E. No waiver by Landlord of any breach by Tenant of any of
Tenant's obligations, agreements or covenants herein shall be a waiver of any
subsequent breach or of any obligation, agreement or covenant, nor shall any
forbearance by Landlord to seek a remedy for any breach by Tenant be a waiver by
Landlord of any rights and remedies with respect to such or any subsequent
breach.

         18. Quiet Enjoyment. Upon paying the Minimum Annual Rental, Additional
Rent, and other charges and sums herein provided for, and upon Tenant's
observance and keeping of all the covenants, agreements and conditions of this
Lease, Tenant shall quietly have and enjoy the Demised Premises during the term
of this Lease without hindrance or molestation by anyone claiming by or through
Landlord; subject, however, to the terms, exceptions, reservations and
conditions of this Lease.

         19. No Waiver. The failure of either party to insist in any one or more
instances upon the strict performance of any one or more agreements, terms,
covenants, conditions, or obligations of this Lease, or to exercise any right,
remedy or election therein contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such one or more obligations
of this Lease or of the right to exercise such right, remedy or election, with
respect to any subsequent breach, act, or omission. The manner of enforcement or
the failure of Landlord to enforce any of the covenants, conditions, rules and
regulations set forth herein or hereafter adopted, against any Tenant in the
Building shall not be deemed a waiver of any such covenants, conditions, rules
and regulations.

         20.      Attornment and Subordination.

                  A. Subject to the provisions in subsection B hereof, this
Lease, and the rights of Tenant hereunder, shall be subject or subordinate to
any mortgages which now are or may hereafter be placed upon the Property or any
portion hereof (a "mortgage") or any interest therein or to any leases
(hereinafter called "underlying leases") of the Property as a whole which now
exist or may hereafter be made (any holder of any such mortgage, or landlord
with respect to any underlying lease being hereinafter called an "Interested
Party"). The terms at this Subordination shall be self operative, provided
however, that Tenant shall execute such documents as may be requested by
Landlord in order to confirm this Subordination from time to time. Any failure
by Tenant to execute any such documents shall be a default hereunder.

                  B. Upon the request of Tenant, any interested Party shall
provide to Tenant its written agreement providing substantially as follows: so
long as Tenant has not defaulted under this Lease; (I) Tenant's rights shall not
be terminated or disturbed by reason of any foreclosure of such mortgage or
termination of such underlying lease: (II) in the event that the property
containing the Demised Premises is sold or otherwise disposed of pursuant to any
right or power contained in or existing by reason of any such mortgage or the
bond,



                                       24
<PAGE>

note or debt secured thereby, the purchaser thereof or other person acquiring
title thereto through or by virtue of such sale or other disposition shall take
title thereto subject to this Lease and all rights of Tenant hereunder; (III)
upon termination of any such underlying lease, that lessor shall accept Tenant's
attornment upon all the terms and conditions of this Lease for the balance of
the term hereof. Any such written agreement shall also reserve to the Interested
Party the rights specified in section D hereof.

                  C. Upon any foreclosure sale on any such mortgage or
termination of any underlying lease, if the holder of the mortgage or other
purchaser at foreclosure sale or any lessor with respect to any underlying lease
shall so request, Tenant shall attorn to such holder, purchaser or lessor as
Tenant's landlord under this lease and shall promptly execute and deliver any
instrument that such holder, purchaser or lessor may reasonably request to
evidence such attornment. Upon such attornment, this Lease shall continue in
full force and effect as a direct lease between such holder, purchaser or lessor
and Tenant upon all of the terms, conditions and covenants as are set forth in
this Lease.

                  D. In the event that the holder of such mortgage or the lessor
under such underlying lease shall succeed to the interest of Landlord hereunder,
such Interested Party shall not be: (i) liable for any act or omission of any
prior landlord (including Landlord); (ii) liable for the return of any security
deposit not actually received by it; (iii) subject to any offsets or defenses
which Tenant might have against any prior landlord (including Landlord); (iv)
bound by any Rent or Additional Rent which Tenant might have paid for more than
the current month to any prior landlord (including Landlord); or (v) bound by an
amendment or modification of this Lease made without its written consent.

                  E. Within ten (10) days after written request from Landlord
from time to time, Tenant shall execute and deliver to Landlord, or Landlord's
designee, a written statement certifying, (i) that this Lease is unmodified and
in full force and effect, or is in full force and effect, as modified and
stating the modifications; (ii) the amount of Minimum Annual Rent and the date
to which Minimum Annual Rent and Additional Rent have been paid in advance; and
(iii) that Landlord is not in default hereunder or, if Landlord is claimed to be
in default, stating the nature of any claimed default; (iv) the amount of
security deposit Landlord is holding and (v) any options to renew or purchase
that tenant may have. Within ten (10) days after written request from Tenant
from time to time, Landlord shall execute and deliver to Tenant, or Tenant's
designee, a written statement certifying, (i) that this Lease is unmodified and
in full force and effect, or is in full force and effect as modified and stating
the modifications; (ii) the amount of Minimum Annual Rent and the date to which
Minimum Annual Rent and Additional Rent have been paid in advance; and (iii)
that Tenant is not in default hereunder, or if Tenant's claimed to be in
default, stating the nature of any claimed default.

         21. Notices. All bills, statements, notices or communications which
either party hereto may desire or be required to give to the other shall be
deemed sufficiently given or rendered if in writing and either hand delivered to
Landlord or Tenant or sent by registered or certified mail or overnight courier,
postage prepaid, addressed to Landlord or Tenant at the address set forth on the
first page hereof or any other address pursuant to notice given as herein set
forth. Any notices given in accordance with the Lease shall be deemed to be
given when the same is hand delivered to the other party, deposited with the
overnight courier or three (3) days after depositing in the mail, as the case
may be.

         22. Holding Over. Should Tenant continue to occupy the Demised Premises
after expiration of the term of this Lease or any renewals therefor, or after a
forfeiture incurred such tenancy shall (without limitation on any of Landlord's
rights or remedies therefore) be one at sufferance from month to month at a
minimum monthly rent equal to twice the rent payable for the previous month of
the term of this Lease,




                                       25
<PAGE>

         23. Brokers. Tenant represents and warrants that it has not employed
any broker or agent as its representative in the negotiation for or the
obtaining of this Lease other than Landlord's leasing agent, and agrees to
indemnify and hold Landlord harmless from and against any and all cost or
liability for compensation claimed by any broker or agent other than Landlord's
leasing agent with whom it has dealt or claimed to have been engaged by Tenant.

         24. Definitions of Landlord and Tenant.

                  A. The word "Tenant" as used in this Lease shall be construed
to mean tenants in all cases where there is more than one tenant, and the
necessary grammatical changes required to make the provisions hereof apply to
corporations, partnerships, or individuals, men or women, shall in all cases be
assumed as through in each case fully expressed. Each provision hereof shall
extend to and shall, as the case may require, bind and inure to the benefit of
Tenant and its heirs, legal representatives, successors and assigns, provided
that this Lease shall not inure to the benefit of any assignee, heir, legal
representative, transferee or successor of Tenant except upon the express
written consent or election of Landlord, except as herein otherwise provided.

                  B. The term "Landlord" as used in this Lease shall mean the
fee owner of the entire Property or, if different, the party holding and
exercising the right, as against all others (except space tenants of Building)
to possession of the entire Property. In the event of voluntary or involuntary
transfer of such Ownership or right to a successor in interest of Landlord,
Landlord shall be freed and relieved of all liability and obligation hereunder
which shall thereafter accrue (and, as to any unapplied portion of Tenant's
security deposit, Landlord shall be relieved of all liability therefore upon
transfer of such portion to its successor in interest) and Tenant shall look
solely to such successor in interest for the performance of the covenants and
obligations of Landlord hereunder which shall thereafter accrue. Notwithstanding
the foregoing, no mortgagee or ground lessor which shall succeed to the interest
of Landlord hereunder (either in terms of ownership or possessory rights) shall:
(1) be liable for any previous act or omission of a prior landlord; (2) be
subject to any rental offsets or defenses against a prior landlord; (3) be bound
by any amendment of this Lease made without its written consent, or by payment
by Tenant of rent in advance in excess of one (1) month's rent; or (4) be liable
for any security deposit not actually received by it. Subject to the foregoing,
the provisions hereof shall be binding upon and inure to the benefit of the
heirs, personal representatives, successors and assigns of Landlord. In no event
shall the liability of Landlord to Tenant hereunder exceed Landlord's interest
in the Property. Tenant agrees that no judgment arising from any default of
Tenant's agreements under the terms of this Lease or by reason of any willful or
negligent act of Landlord and its Building manager, and their employees,
officers, agents and independent contractors, shall attach against any property
of Landlord other than the Property, and in no event shall any such judgment
constitute a lien upon any other lands or properties owned by Landlord
wheresoever located. Neither shall any such judgment attach or constitute a lien
against any property or any principal or partner of the Landlord, or of their
heirs, executors, administrators, successors or assigns.

         25. Prior Agreements; Amendments. Neither party hereto has made any
representations or promises except as contained herein. No agreement hereinafter
made shall be effective to change, modify, discharge or effect an abandonment of
this Lease, in whole or in part, unless such agreement is in writing and signed
by the party against whom enforcement of the change, modification, discharge or
abandonment is sought.

         26. Captions. The captions of the paragraph in this Lease are inserted,
and included solely for convenience and shall not be considered or given any
effect in construing the provisions hereof.




                                       26
<PAGE>

         27. Construction of Lease. If any term of this Lease, or the
application thereof to any person or circumstances, shall to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term to persons or circumstances other than those as to which it is invalid
or unenforceable, shall not be affected thereby, and each term of this Lease
shall be valid and enforceable to the fullest extent permitted by law.

         28.      Mechanics' Liens, etc.

                  A. Tenant shall comply with the Mechanic's Lien Law of the
State of Florida as set forth in Florida Statutes, Chapter 713. Tenant will not
create or permit to be created or remain as a result of any action or work done
or contracted for by Tenant, and will discharge, any lien, encumbrance or charge
(levied on account of any imposition or any mechanic's, laborer's or
materialman's lien) which might be or become a lien, encumbrance or charge upon
the Property, the Demised Premises or any part thereof or the income therefrom,
whether or not the same shall have any priority or preference over or ranking on
a parity with the estate, rights and interest of Landlord in the Property, the
Demised Premises or any part thereof, or the income therefrom, and Tenant will
not suffer any other matter or thing whereby the estate, rights and interest of
Landlord in the Property, the Demised Premises or any part thereof might be
impaired; provided that any mechanic's, laborer's or materialman's lien may be
discharged in accordance with Subparagraph B of this Paragraph 28.

                  B. If any mechanic's, laborer's or materialman's lien shall at
any time be filed against the Building, the Demised Premises or any part thereof
as a result of any action or work done an behalf of or contracted for by Tenant,
Tenant, within fifteen (15) days after notice of the filing thereof, will cause
it to be discharged of record by payment, deposit, bond, order of the court of
competent jurisdiction or otherwise. If Tenant shall fail to cause such lien to
be discharged within the period aforesaid, then in addition to any other right
or remedy, Landlord may, but shall not be obligated to, discharge it either by
paying the amount claimed to be due or by transferring same to security, and in
any such event, Landlord shall be entitled, if Landlord so elects, to compel
prosecution of any action for the foreclosure of such lien by the lienor and to
pay the amount of the judgment in favor of the lienor with interest costs and
allowances. Any amount so paid by Landlord and all costs, expenses, and fees
including without limitation attorneys' fees, incurred by Landlord in connection
with any mechanic's, laborer's or materialman's lien, whether or to the same has
been discharged of record by payment, deposit, bond, order of the court of
competent jurisdiction or otherwise, together with interest thereon, at the
maximum rate permitted by law, from the respective dates of Landlord's making of
the payments and incurring of the costs and expenses, shall constitute
Additional Rent payable by Tenant to Landlord upon demand.

                  C. Nothing contained in this Lease shall be deemed or
construed in any way as constituting the consent or request of Landlord, express
or implied by inference or otherwise, to any contractor, subcontractor, laborer
or materialman for the performance of any labor or the furnishing of any
materials for any alteration, addition, improvement or repair to the Property,
the Demised Premises or any part thereof, nor as giving Tenant any right, power
or authority to contract for or permit the rendering of any services or the
furnishing of any materials that would give rise to the filing of any lien
against the Property, the Demised Premises or any part thereof, nor to subject
Landlord's estate in the Property to liability under the Mechanic's Lien Law of
the State of Florida in any way, it being expressly understood that Landlord's
estate shall not be subject to any such liability.

                  D. Notwithstanding any provision to the contrary set forth in
this Lease, it is expressly understood and agreed that the interest of the
Landlord shall not be subject to liens for improvements made by



                                       27
<PAGE>

Tenant in and to the Demised Premises, Tenant shall notify each and every
contractor making any such improvements of the provision set forth in the
preceding sentence of this Paragraph. The parties agree to execute, acknowledge
and deliver to Landlord without charge a Mechanics Lien Notice, in recordable
form, containing a confirmation that the interest of the Landlord shall not be
subject to liens for improvements made by Tenant to the Property or the Demised
Premises.

         29. Certain Rights Reserved to Landlord. Landlord reserves the
following rights:

                  A. Building Name.  To name the Building and to change the name
or street address of the Building.

                  B. Exterior Signs.  To install and maintain a sign or signs on
the exterior of the Building.

                  C. Redecoration. During the last ninety (90) days of the term,
if during or prior to that time Tenant has vacated the Demised Premises, to
decorate, remodel, repair, alter or otherwise prepare the Demised Premises for
re-occupancy, without affecting Tenant's obligation to pay Minimum Annual
Rental, Additional Rent and all other sums due under the terms of this Lease.

                  D. Pass Keys.  To constantly have pass keys to the Demised
Premises.

                  E. Adjoining Areas. The use and reasonable access thereto
through the Demised Premises for the purposes of operation, maintenance,
decoration and repair of all walls, windows and doors bounding the Demised
Premises (including exterior walls of the Building, core corridor walls and
doors and any core corridor entrance) except the inside surface thereof, any
terraces or roofs adjacent to the Demised Premises and any space in or adjacent
to the Demised Premises used for shafts, pipes, conduits, fan rooms, ducts,
electric or other utilities, sinks or other facilities are reserved to Landlord.

                  F. Common Areas and Parking Facilities. The exclusive right to
manage the Common Areas and the Parking Facilities.

         30. Landlord's Lien. In addition to any statutory Landlord's Lien,
Landlord shall have, at all times, a valid security interest to secure payment
of all Minimum Annual Rental, Additional Rent, and other sums of money becoming
due hereunder from Tenant, and to secure payment of any damages or loss which
Landlord may suffer by reason of the breach by Tenant of any covenant, agreement
or condition contained herein, upon all goods, wares, equipment, fixtures,
furniture, types, improvements and other personal property of Tenant presently
or which may hereinafter be situated in the Demised Premises, and all proceeds
therefrom, and such property shall not be removed therefrom without the consent
of Landlord until all arrearages in Minimum Annual Rental, Additional Rent, and
all other sums of money then due to Landlord hereunder shall first have been
paid and discharged and all of the covenants, agreements, and conditions hereof
have been fully complied with and performed by Tenant. In consideration of this
Lease, upon the occurrence of any event of default by Tenant, Landlord may, in
addition to any other remedies provided herein, enter upon the Demised Premises
and take possession of any and all goods, wares, equipment, fixtures, furniture,
improvements and other personal property of Tenant situated on or in the Demised
Premises, without liability for trespass or conversation, and sell the same at
public or private sale, with or without having such property at the sale, after
giving Tenant reasonable notice of the time and place of any public sale or of
the time after which any private sale is to be made, at which sale the Landlord
or its assigns may purchase the above described Property unless otherwise
prohibited by law. Unless otherwise provided by law, and without intending to
exclude any other



                                       28
<PAGE>

manner of giving Tenant reasonable notice, the requirement of reasonable notice
shall be met if such notice is given in the manner prescribed in Paragraph 20 of
this Lease at least five (5) days before the time of sale. The proceeds from any
such disposition, less any and all expenses connected with the taking of
possession and selling of the property (including reasonable attorneys fees and
other expenses) shall be applied as a credit against the indebtedness secured by
the security interest granted in this Paragraph 29. Any surplus shall be paid to
Tenant or as otherwise required by law, and Tenant shall pay any deficiencies
upon demand. Upon request by Landlord, Tenant agrees to execute and deliver to
Landlord a financing statement in form sufficient to perfect the security
interest of Landlord in the aforementioned property and proceeds thereof under
the provisions of the Uniform Commercial Code in force in the State of Florida.
Any statutory lien for Rent is not hereby waived, the security interest herein
granted being in addition and supplementary thereto.

         31. Rules and Regulations. Tenant covenants and agrees that it shall
comply with and observe all nondiscriminatory, uniformly applied reasonable
rules and regulations ("Rules and Regulations") which Landlord shall from time
to time promulgate for the management, and use of the Demised Premises, the
Building and the Parking Facilities. Landlord's initial Rules and Regulations
are set forth on Exhibit "E" attached hereto and made a part hereof Landlord
shall have the right from time to time to reasonably amend or supplement the
Rules and Regulations theretofore promulgated.

         32. WAIVER OF JURY TRIAL. LANDLORD AND TENANT HEREBY WAIVE ANY AND ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM, OR SUBSEQUENT
PROCEEDING, BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY
MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,
TENANT'S USE OR OCCUPANCY OF THE DEMISED PREMISES, THE BUILDING OR THE PARKING
FACILITIES AND/OR ANY CLAIM OF INJURY OR DAMAGE.

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

         34. No Option. The submission of this Lease to Tenant for examination
does not constitute a reservation of or option for the Demised Premises and this
Lease becomes effective as a lease only upon execution and delivery thereof by
the Landlord and Tenant.

         35. Force Majeure. Notwithstanding anything to the contrary contained
herein, Landlord shall not be deemed in default with respect to the delivery of
the Demised Premises or any other obligation of Landlord hereunder, if
Landlord's inability to perform is due to any strike, lockout, civil commotion,
warlike operation, invasion, rebellion, hostilities, military or usurped power,
governmental regulation, moratoriums or controls, acts of God or any other cause
beyond the control of Landlord, provided that such cause is not due to the
willful act or negligence of Landlord.



                                       29
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Lease on the
day and year first aforesaid.

Signed, sealed and delivered                LANDLORD:
in the presence of:                         CANPRO INVESTMENTS LTD.


                                            By:
                                            Authorized Officer

                                            Tenant:
                                            NATIONAL FINANCIAL CORPORATION
                                            or its assignee AUTO CREDIT
                                            CLEARINGHOUSE L.P.


                                            By:
                                            Gary L. Shapiro





                                       30

<PAGE>
                                   Exhibit "A"
                                Legal Description
                         Parcel 2 - Office Building Site
                             (O.R.B. 4312 PG. 1726)

A portion of section 6, Township 47 South, Range 43 East, Palm Beach County,
Florida, being more particularly described as follows:

Commencing at the South one quarter corner of said section 6: Thence North
00)58'48" East, along said North- South quarter line, a distance of 664,54 feet,
Thence South 89)41'52" East, a distance of 347.76 feet: Thence South
89)41'52"East, a distance of 347.49 feet: Thence North 01)00'11" East, a
distance of 30.00 feet to the point of beginning of this description: Thence
continue North 01)00'11" East, a distance of 634.46 feet: Thence South 89)41'01"
East, a distance of 347.76 feet: Thence South 72)29'41" West, a distance of
366.48 feet to the point of beginning: together with the following described
parcel:

Commencing at the South one quarter of said section 6: Thence North 00)58'48"
East along the North-South quarter line, a distance of 664.54 feet: Thence South
89)41'52" East a distance of 347.49 feet: Thence North 01)00'11" East, a
distance of 30.00 feet: Thence North 72)29'41" East, a distance of 366.48 feet
to the point of beginning of this description: Thence South 01)01'35" West, a
distance of 41.33 feet to a point on the right-of-way line of the seaboard
coastline railroad, that is now laid out and in use: Thence North 45)35'19"
East, a distance of 596.03 feet to the point of curvature of a circular curve to
the left: Thence Northerly and Easterly along the arc of said curve, having a
radius of 3365.62 feet, and an arc distance of 0.25 feet to a point on the
Easterly boundary of the Lake Worth drainage district: The last two described
courses being coincident with said right-of-way line: Thence North 17)26'44"
West, a distance of 40.08 feet: Thence North 44)26'44" West, a distance of
141.82 feet: the last two described courses being coincident with the Easterly
boundary of the Lake Worth drainage district: Thence North 89)41'01" West, a
distance of 309.96 feet: Thence South 01)01'35" West, a distance 522,29 feet to
the point of beginning: less and except therefrom the following described
parcel:

Commencing at the South one quarter of said section 6: Thence North 00)58'48"
East along said North-South quarter line, a distance of 664.54 feet: Thence
South 89)41'52" East, a distance of 347.49 feet: Thence North 01)00'11" East, a
distance of 242.48 feet to the point of beginning of this description: Thence
continue North 01)00'11" East, a distance of 421.98 feet: Thence South 89)41'01"
East, a distance of 98.61 feet: Thence South 00)18'59" West, a distance of 97.55
feet: Thence South 89)41'01" East, a distance of 81.73 feet: Thence South
44)24'41" East, a distance of 100.00 feet: Thence South 45)35'19" West, a
distance of 245.00 feet: Thence South 44)24'41" East, a distance of 65.00 feet:
Thence South 45)35'19" West, a distance of 80.00 feet: Thence North 44)24'41"
West, a distance of 65.00 feet: Thence South 45)35'19" West, a distance of 35.00
feet to the point of beginning.

Said lands situate, lying, and being in Palm Beach County, Florida, and subject
to all easements, reservations, and right-of-way of record.

Together with (a) non-exclusive easements for ingress and egress for pedestrian
and vehicular traffic, and for the installation and maintenance of utility lines
and appurtenances over, across and under Parcel R-1, Parcel R- 2, Parcel R-2A,
Parcel R-3, APOC II Roads and Parcel R-3A to the extent that a portion of Parcel
R-3A is not located within the insured lands: and (B) a non-exclusive easement
for water retention, water management and drainage purposes over, across and
under all lakes, water retention areas and drainage easements or areas
established within the Total Arvida Property, all as more particularly described
and defined in that certain Agreement for and Grant of Easements and Other
Rights, dated September 8, 1982 and recorded in Official



                                       31
<PAGE>

Records Book 3788, page 1058: as supplemented by Supplemental Agreement dated
September 8, 1982 and recorded in Official Records Book 3788, page 1095: and as
amended by Reconfirmation and Regrant of Easements and Other Rights dated
September 19, 1983 and recorded in Official Records Book 4041, page 1854 and as
further amended by Amendment to Agreement for and Grant of Easements and Other
Rights dated April 18, 1984 and recorded in Official Records Book 4312, page
1721 all of the Public Records of Palm Beach County, Florida.

And, further together with all of the non-exclusive, access easements, parking
easements and utility easements, over the common areas located within the
perimetrical boundaries of the Park Place Royale lands as set forth in exhibit
"??" attached hereto, as contained in that certain Common Area Operations and
Reciprocal Easement Agreement, dated May 30, 1984 and recorded in Official
Records Book 4259, page 1548, as amended by First Amendment to Common Area
Operation and Reciprocal Easement Agreement, dated August 29, 1984 and recorded
in Official Records Book 4341, page 258 and further amended by Second Amendment
to Common Area Operation and Reciprocal Easement Agreement, recorded in Official
Records Books 6403, page 553 all of the public records of Palm Beach County,
Florida.






                                       32
<PAGE>

                                   EXHIBIT "C"

                             Parking Space Schedule


Tenant shall be permitted to use undercover and/or covered parking spaces based
upon availability.

All said parking spaces shall be in areas designated by Landlord and are subject
to relocation by Landlord at any time. Landlord will not monitor the parking
spaces nor the Parking Facilities and shall have no liability to Tenant, its
employees, agents, licensees or invitees for any damages to or loss of vehicles,
automobiles, or accessories, or the contents thereof, caused by fire, theft,
collision or any other cause whatsoever.




                                       33
<PAGE>
                                   EXHIBIT "D"

                             Cleaning Specifications


Daily    (Five times a week)

1. Dust Mop (treated) composition floors.

2. Spot mop for spillage on composition floors.

3. Sight vacuum all carpets.

4. Heavy traffic areas to be vacuumed completely.

5. Empty and wipe clean all waste receptacles.

6. Gather all trash and remove to designated areas.

7. Clean all Tenant rest rooms as per rest room schedule.





                                       34
<PAGE>

                                   EXHIBIT "E"

                              Rules and Regulations

BUILDING RULES AND REGULATIONS. Tenant and its employees, agents, licensees and
invitees shall faithfully observe and comply with the following Rules and
Regulations and all reasonable modifications of any additions thereto from time
to time put into effect by Landlord, Landlord shall not be responsible to Tenant
for the non-performance of any said Rules and Regulations by any other Tenant or
occupant of the Building.

1. ADVERTISING. Landlord shall have the right to prohibit any advertising by
Tenant which, in Landlord's opinion tends to impair the reputation of the
Building or its desirability as an office building, and upon written notice from
Landlord, Tenant promptly shall refrain from or discontinue such advertising.
Without limiting the foregoing, no advertising or notices shall be permitted in
the windows or common areas of the Building.

2. BICYCLES, ANIMALS. Tenant shall not bring any animals or birds into the
Building, and shall not permit any type of vehicle including bicycles, inside or
on the sidewalks outside the Building except in areas designated from time to
time by Landlord for such purposes.

3. DANGEROUS OR IMMORAL ACTIVITIES.  Tenant shall not make any use of the
Demised Premises which involves the danger of injury to person or property, nor
shall the same be used for any immoral use.

4. DELIVERIES. Tenant shall ensure that deliveries of materials and supplies to
the Demised Premises are made through such entrances, elevators and corridors
and at such times as may from time to time be designated by Landlord, and shall
promptly pay or cause to be paid to Landlord the cost of repairing any damage to
the Building caused by any person making such deliveries.

5. FURNITURE AND EQUIPMENT. Tenant shall ensure that furniture and equipment
being moved into or out of the Demised Premises is moved through such entrances,
elevators and corridors and ar such times as may from time to time be designated
by Landlord, and by movers or a moving company approved by Landlord, and shall
promptly pay or cause to be paid to Landlord the cost of repairing any damage in
the Building caused thereby.

6. HEAVY ARTICLES. Tenant shall not place in or move about the Demised Premises
without Landlord's prior written consent any safe or other heavy article which
in Landlord's reasonable opinion may damage the Building. Landlord may designate
the location of any heavy articles in the Demised Premises.

7.       LOADING, UNLOADING AND MOVING.

         A. The delivery and shipping of merchandise, supplies, fixtures, and
other materials or goods of whatsoever nature to or from the Demised Premises
and all loading, unloading and handling thereof shall be done only at such
times, in such areas, by such means and through such elevators, entrances, halls
and corridors as are designated by Landlord.

         B. Landlord accepts no liability and Tenant hereby releases Landlord of
all liability with respect to the operation of delivery facilities for the
building, or the adequacy thereof, or of the acts or omissions of



                                       35
<PAGE>
any person or persons engaged in the operation thereof, or in the acceptance,
holding, handling or dispatch, or any error, negligence or delay therein.

         C. Landlord may from time to time make and amend regulations for the
orderly and efficient operation of the delivery facilities for the Building, and
may require the payment of reasonable and equitable charges for delivery
services provided by Landlord.

         D. No furniture may be moved in or out of the Building without prior
consent, of Landlord. Arrangements for the moving must be made with Landlord's
office and must be supervised by Landlord's representative. Tenant agrees to pay
for any and all damages to any part of the Building or Demised Premises because
of such moving, by either Tenant, its agents or movers. No moving shall be
permitted except between the hours of 8:00 a.m. and 5:00 p.m., Monday through
Friday. Reasonable charges will be made for the use of material and office
building personnel including supervision, needed to assist in the Tenant's move
in, within, or out of the Building.

8. OBSTRUCTIONS. Tenant shall not obstruct or place anything in or on the
sidewalks or driveways outside the Building or in the lobbies, corridors,
stairwells or other common areas of the Building, or use such locations for any
purpose except access to and exit from the Demised Premises without Landlord's
prior written consent, Landlord may remove at Tenant's expense any such
obstruction or item (unauthorized by Landlord) without notice or obligation to
Tenant. Additionally, Tenant shall not permit its employees, agents, invitees,
or customers to loiter, sleep, assemble or congregate within any common areas or
grounds of the Building.

9. ODORS. Tenant shall not permit any odors of cooking or other processes, or
any unusual or other objectionable odors to permeate in or emanate from the
Demised Premises.

10. PARKING. Tenant shall ensure that its employees, customers, clients, guests,
invitees and licensees comply with the following parking regulations, and
acknowledges that such regulations shall be strictly enforced by Landlord.

         A. The designated area on the first floor of the Parking Facilities
shall be used only by guests, clients and customers of the Tenants of the
Building.

         B. The other areas of the Parking Facilities shall be used only by the
employees of Tenants of the Building.

         C. All service vehicles (including those engaged in deliveries, loading
and unloading) must park only in the designated service parking area. Parking in
the service parking area shall be limited to a maximum of one (1) hour,
provided, however, that a Tenant may make arrangements with the Landlord for
longer parking periods when moving in or moving out of the Building.

         D. Landlord reserves the right to control the method, manner and time
of parking in the Parking Facilities.

         E. In the event of any violation of the parking regulations, Landlord
shall have the right to post a notice of violation on the offending vehicle and
to tow the offending vehicle (regardless of whether the vehicle is owned by a
Tenant or any party, including any employee, customer, client, invitee or
licensee of a Tenant), and to charge the expense thereof to the applicable
Tenant as Additional Rent, or terminate the Tenant's license to park in the
Parking Facilities. In the event of continued violations of these Regulations,
and after notice to



                                       36
<PAGE>

the Tenant, the Landlord may assess a charge of twenty dollars ($20.00) against
the Tenant for each violation, which shall be payable an additional rent.

11. PROPER CONDUCT. Tenant, it's employees and invitees, shall not conduct
themselves in any manner which is inconsistent with the character of the
Building as a first quality Building or which will impair the comfort and
convenience of other Tenants in the Building.

12. PERSONAL USE OF PREMISES. The Demised Premises shall not be used or
permitted to be used for residential, lodging or sleeping purposes, or for the
storage of personal effects or property not required for business purposes.

13. REFUSE. Tenant shall place all refuse in proper receptacles provided by
Tenant at its expense in the Demised Premises, or in receptacles (if any)
provided by Landlord for the Building, and shall keep sidewalks and driveways
outside the Building, and lobbies, corridors, stairwells, ducts and shafts of
the Building free of all refuse.

14. SIGNS. No sign, advertisement, notice, or other lettering shall be
exhibited, inscribed, painted or affixed by any Tenant on any part of the
outside of the Demised Premises or the Building (or on the inside of the Demised
Premises if the same is visible from the outside of the Demised Premises)
without the prior written consent of Landlord, except that the name of the
Tenant may appear on the entrance door of the Demised Premises. In the event of
the violation of the foregoing by any Tenant Landlord may remove same without
any liability, and may charge the expense incurred by such removal to the Tenant
violating this Rule. All signs and lettering, including the Building directory,
shall be, inscribed, painted or affixed for each Tenant by Landlord at the
expense of such Tenant, and shall be of a size, color and style acceptable to
Landlord.

15. SOLICITATIONS. Landlord reserves the right to prohibit canvassing,
soliciting or peddling in the Building but shall not be in any manner liable for
any such acts within or about the Building.

16. WATER FIXTURES. Tenant shall not use water fixtures for any purposes for
which they are not intended, nor shall water be wasted by tampering with such
fixtures. Any cost or damage resulting from such misuse by Tenant shall be paid
for by Tenant.

17. WINDOWS. The Tenant acknowledges the importance of the exterior glass to the
architectural integrity of the Building, and agrees to observe Landlord's rules
with respect to maintaining at all windows in the Demised Premises so that the
Building presents a uniform exterior appearance. Tenant shall not install any
window shades, drapes, covers or other materials, on or at any window in the
Demised Premises without Landlord's prior consent, Landlord shall have the right
to approve the color, design and all materials of window treatments. Further, no
window treatments which may be installed by Landlord shall be removed or altered
by Tenant.

18. PUBLIC ACCESS. Landlord reserves the right at all times to exclude the
general public from the Building upon such days and at such hours as in
Landlord's sole judgment will be in the best interest of the Building and its
Tenants.

19. WIRES. No wires of any kind or type (including but not limited to T.V. and
radio antennas) shall be attached to the outside of the Building and no wires
shall be run or installed in any part of the Building without Landlord's prior
written consent.




                                       37
<PAGE>

20. LOCKS. No lock or similar devices shall be attached to any door or window in
the Demised Premises without Landlord's Prior Written consent. In the event
Tenant installs locks incompatible with the Building Master Locking System:

         A. Landlord without abatement of Rent, shall be relieved of any
obligation to provide any service whatsoever to areas so restricted;

         B. Tenant shall indemnify Landlord against any expense as a result of
forced entry into any areas so restricted which may be required in an emergency;

         C. Tenant shall at the end of the term remove such locks at Tenant's
expense.





                                       38
<PAGE>

                                   EXHIBIT "F"

                         Environmental Impact Provisions

Section A.  Compliance with Law.

Tenant, at Tenant's expense, shall comply with all laws, rules, orders,
ordinances, directions, regulations and requirements of federal, state, county
and municipal authorities pertaining to Tenant's use of the Premises and with
the recorded covenants, conditions and restrictions, regardless of when they
become effective, including, without limitation, all applicable federal, state
and local laws, regulations or ordinances pertaining to air and water quality,
hazardous Materials (as hereinafter defined), waste disposal, air emissions and
other environmental matters, all zoning and other land use matters, and utility
availability, and with any direction of any public officer or officers, pursuant
to law, which shall impose any duty upon Landlord or Tenant with respect to the
use or occupation of the Premises.

Section B.  Use of Hazardous Material.

1. Tenant shall not cause or permit any hazardous material to be brought upon,
kept or used in or about the Premises by Tenant, its agents, employees,
contractors or invitees. If Tenant breaches this obligation, the Tenant shall
indemnify, defend and hold Landlord harmless from any and all claims, judgments,
damages, penalties, fines, costs, liabilities or losses including, without
limitation, diminution in value of the Premises, damages for the loss or
restriction on use of rentable or usable space or of any amenity of the
Building, damages arising from any adverse impact on marketing of space, and
sums paid in settlement of claims, attorneys' fees, consultant fees and expert
fees which arise during or after the term of the Lease as a result of such
contamination. This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site
conditions or any cleanup remedial, removal or restoration work required by any
federal, state or local governmental agency or political subdivision because of
Hazardous Material present in the soil or ground water on or under the Demised
Premises. Without limiting the foregoing, if the presence of any Hazardous
Material on the Demised Premises caused by Tenant results in any contamination
of the Demised Premises, Tenant shall promptly take all actions at its sole
expense as are necessary to return the Demised Premises to the conditions
existIng prior to the introduction of any such Hazardous Material to the
Premises; provided that Landlord's approval of such actions shall first be
obtained, which approval shall not be unreasonably withheld so long as such
actions would not potentially have any material adverse long-term or short-term
affect on the Demised Premises. The foregoing indemnity shall survive the
expiration or earlier termination of this Lease.

2. As used herein, the term "Hazardous Material" means any hazardous or toxic
substance, material or waste, including, but not limited to, those substances,
materials, and wastes listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection
Agency as hazardous substances (140 CFR Part 302) and amendments thereto, or
such substances, materials and wastes that are or become regulated under any
applicable local, state or federal law.

3. Inspection. Landlord and its agents shall have the right, but not the duty,
to inspect the Demised Premises at any time to determine whether Tenant's
complying with the terms of this Lease. If Tenant's not in compliance with this
Lease, Landlord shall have the right to immediately enter upon the Premises to
remedy any contamination caused by Tenant's failure to comply notwithstanding
any other provision of this Lease. Landlord shall use its best efforts to
minimize interference with Tenant's business but shall not be liable for any
interference caused thereby.



                                       39
<PAGE>

4. Default. Any default under this Paragraph shall be a material default
enabling Landlord to exercise any of the remedies set forth in this Lease.




                                       40
<PAGE>

                                    GUARANTY

         FOR VALUE RECEIVED and in consideration for and as an inducement of
Landlord making the attached lease with Tenant, the undersigned, on behalf of
himself, his legal representatives, heirs, successors and assigns, as principal
and not as a surety, guarantees to Landlord, Landlord's successor and assigns,
the full performance and observance of all the provisions therein provided to be
performed and observed by Tenant, without requiring any notice of non-payment,
non-performance, or non-observance, or proof, or notice, or demand, whereby to
charge the undersigned therefor, all of which the undersigned hereby expressly
waives and expressly agrees that the validity of this agreement and the
obligations of the guarantor hereunder shall not be terminated, affected or
impaired by reason of the assertion by Landlord against Tenant of any of the
rights or remedies reserved to Landlord pursuant to the provisions of the within
Lease. The undersigned further covenants and agrees that this guaranty shall
remain and continue in full force and effect as to any renewal, modification,
extension, assignment or sublease of this Lease. AS A FURTHER INDUCEMENT TO
LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION THEREOF, LANDLORD AND THE
UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER LANDLORD OR
THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF,
UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF THIS GUARANTY, THAT
LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY. In the
event Landlord incurs any expenses in the enforcement of this guaranty, whether
legal action be instituted or not, the undersigned agrees to be liable for same
(including reasonable attorney's fees and costs) and to pay same promptly on
demand by Landlord. This Guaranty when signed by more than one party, their
obligations shall not be joint and several and the release of one of such
Guarantors shall not release any other of such Guarantors.


WITNESSES:                                           GUARANTOR:










                                       41
<PAGE>

                         SPECIFICATIONS TO OFFICE SPACE

                                 LANDLORD'S WORK

         The Landlord will make the following improvements to the Leased
Premises:

1.       Ceiling

         Building Standard suspended acoustical ceiling.

2.       Lighting

         One four foot long, three tube recessed fluorescent light fixture as
         per Building Standard. All lighting to be controlled by means of a
         central time switch with a manual override switch.

3.       Demising Walls

         The Tenant's demising walls to be constructed of Building Standard
         drywall steel stud partitioning, ready for paint finish, including a
         Building Standard entrance door with transom frame and hardware.

4.       Toilet Facilities

         Each floor will contain one Men's and one Women's washroom, for the use
         of the Tenant's personnel, one janitor closet will be provided on each
         floor. All additional plumbing requirements shall be at the Tenant's
         expense. Refrigerated cold water fountains to be centrally located on
         each floor.

5.       Identification

         Tenant's identification will be provided on the central directory board
         in the main lobby and room number identification will be provided in
         Building Standard lettering on the entrance door at Tenant's expense.

6.       Cleaning Service

         Daily cleaning in accordance with Building Standard for office.


7.       Electrical and Telephone System

         Pre-wired under floor distribution system for 120/208 volt service
         strategically located in walls at various points. Un-wired under floor
         conduit system for telephone service located in walls at various
         points. Provision for telephone wiring and service is a matter of
         Tenant's attention and expense. The Landlord will supply ___ outlets
         for Bell Telephone and up to ___ outlets for power.

8.       Heating and Air-conditioning

         Perimeter heating and air-conditioning will be provided through an
         induction air-conditioning and heating system, which will also provide
         humidity, and will include thermostat controls as Per Building



                                       42
<PAGE>

         Standard.  An interior zone variable volume system will provide 
         ventilation and air-conditioning for interior zones.

         Any special requirements such as exhaust for Printing machines,
         computer room, or special ducting for toilets and air circulation for
         board rooms or reception areas shall be at Tenant's expense.

9.       Sprinkler System

         The building is completely sprinklered with flush mounted sprinkler
         heads according to the standards of the Fire Department of the City of
         Boca Raton. Should changes be required to the Building Standard system,
         due to the Tenant's partitioning, the changes and/or additional
         sprinklers shall be at Tenant's expense.

10.      Improvements

         All improvements to the Leased Premises other than those set out in
         this Schedule shall be at Tenant's expense and any such improvements
         shall only be effected after plans and specifications for the same have
         been submitted to the Landlord and have been approved in writing by the
         Landlord.

11.      General

         All items and finishes as supplied by the Landlord are in accordance
         with the Building Standard specification color, quantity and quality;
         such specifications are subject to change by Landlord, if and when it
         is considered desirable.

12.      Communications

         The Building will be controlled by a console nerve center in the front
         lobby. This center will identify the sprinkler head's operation.

         A communication network between the console nerve center and the
         intercom speakers on each floor will provide for emergency
         communications between Tenants and public safety officials.

13.      Computer Installation

         A specially reinforced bay of 30 X 30 suitable for a computer
         installation is provided on each typical floor, bounded by column lines
         3, 4, D and E.

14.      Window Covering

         Building Standard mini blinds to cover all exterior glass.





                                       43
<PAGE>

                                   EXHIBIT "H"


                                 ONE PARK PLACE
                                   WORKLETTER
                             GENERAL SPECIFICATIONS

The following specifications are building standard Tenant finishes at One Park
Place located at 621 NW 53rd Street, Boca Raton, Florida 33487.

                              DRYWALL PARTITIONING

Demising Partition:
         3-5/8" Metal Studs 24 O.C. with 5/8 type "X" drywall; 3-1/2" sound
         attenuation blankets from floor slab to deck above; 1 hour rated.

Interior Partition:
         3-5/8" Metal Studs 24 O.C., 1/2" drywall each side to 8'6" finished
         ceiling height and capped. Provide support bracing 4" O.C. minimum.

                           DOORS, FRAMES AND HARDWARE

Entry Door:.
         3'0" x 8'3" solid core Walnut veneer stained in painted hollow metal
         frame. Hardware to be standard Corbin Lever Arm Brushed Chrome Series
         with matching deadbolt.

Interior Door:
         3'0" x 7'10" solid core wood Walnut veneer, stained in painted hollow
         metal knock-down frame. Hardware to be Building Standard Corbin
         polished chrome passage lock set with matching hinges and wall stops.

                                    PAINTING

Walls:
         All wall surfaces within the leased area to receive one (1) prime coat
         and one (1) base coat of Building Standard latex paint. Colors to be
         selected from Building Standard.

         Doors:
         Ali door frames within the leased area to receive one (1) prime cont
         and one (1) base coat of enamel paint. Interior doors to be stained.
         Colors to be selected from Building Standard.




                                       44
<PAGE>
                                   EXHIBIT "G"

================================================================================
LOAN AMORTIZATION SCHEDULE
                                                   
================================================================================
Principal                                      $171,900.00
Annual interest rate (nominal)                      9.000%
Number of payments (Max. 360)                           60
Number of composition per year                        2.00
Residual Value                                        0.00
Monthly interest factor                            0.7363%
Effective interest rate                            0.2025%
Monthly payment                                    3664.67
<TABLE>
<CAPTION>

===================================================================================================================================
     Payment                                                                                                       Interest
     Number               Interest              Principal            Prepayment              Balance             Paid to Date
===================================================================================================================================
<S>                         <C>                   <C>                                       <C>                      <C>   
                                                                                                171,900.00  
        1                       1,266.72              2,288.95                                  169,611.05               1,265.72
-----------------------------------------------------------------------------------------------------------------------------------
        2                       1,248.87              2,305.80                                  167,305.24               2,514.59
-----------------------------------------------------------------------------------------------------------------------------------
        3                       1,231.89              2,322.78                                  164,952.46               3,746.48
-----------------------------------------------------------------------------------------------------------------------------------
        4                       1,214.79              2,339.88                                  162,642.58               4,961.27
-----------------------------------------------------------------------------------------------------------------------------------
        5                       1,197.56              2,357.11                                  160,265.46               6,158.83
-----------------------------------------------------------------------------------------------------------------------------------
        6                       1,180.20              2,374.47                                  157,910.99               7,339.03
-----------------------------------------------------------------------------------------------------------------------------------
        7                       1,162.72              2,391.95                                  155,519.04               8,301.75
-----------------------------------------------------------------------------------------------------------------------------------
        8                       1,145.11              2,409.56                                  153,109.47               9,646.86
-----------------------------------------------------------------------------------------------------------------------------------
        9                       1,127.36              2,427.31                                  150,682.15              10,774.22
-----------------------------------------------------------------------------------------------------------------------------------
       10                       1,109.49              2,445.18                                  148,236.97              11,883.71
-----------------------------------------------------------------------------------------------------------------------------------
       11                       1,091.49              2,463.18                                  145,773.79              12,975.20
-----------------------------------------------------------------------------------------------------------------------------------
       12                       1,073.35              2,481.32                                  143,292.47              14,048.55
-----------------------------------------------------------------------------------------------------------------------------------
       13                       1,055.08              2,499.59                                  140,792.87              15,103.63
-----------------------------------------------------------------------------------------------------------------------------------
       14                       1,036.68              2,517.99                                  138,274.83              16,140.31
-----------------------------------------------------------------------------------------------------------------------------------
       15                       1,018.13              2,536.54                                  135,738.34              16,140.31
-----------------------------------------------------------------------------------------------------------------------------------
       16                         999.46              2,555.21                                  133,163.12              18,157.90
-----------------------------------------------------------------------------------------------------------------------------------
       17                         980.64              2,574.03                                  130,609.09              19,138.54


                                       45
<PAGE>

-----------------------------------------------------------------------------------------------------------------------------------
       18                         961.69              2,592.96                                  126,016.11              20,100.23
-----------------------------------------------------------------------------------------------------------------------------------
       19                         942.60              2,612.07                                  125,404.03              21,042.83
-----------------------------------------------------------------------------------------------------------------------------------
       20                         923.37              2,631.30                                  122,772.73              21,966.20
-----------------------------------------------------------------------------------------------------------------------------------
       21                         903.99              2,660.68                                  120,122.05              22,870.19
-----------------------------------------------------------------------------------------------------------------------------------
       22                         884.47              2,670.20                                  117,451.84              23,754.66
-----------------------------------------------------------------------------------------------------------------------------------
       23                         864.81              2,689.86                                  114,761.95              24,619.47
-----------------------------------------------------------------------------------------------------------------------------------
       24                         845.01              2,709.66                                  112,052.31              25,464.48
-----------------------------------------------------------------------------------------------------------------------------------
       25                         825.05              2,729.62                                  109,572.98              27,094.49
-----------------------------------------------------------------------------------------------------------------------------------
       26                         804.96              2,749.71                                  106,572.98              27,094.49
-----------------------------------------------------------------------------------------------------------------------------------
       27                         784.71              2,769.96                                  103,803.01              27,879.20
-----------------------------------------------------------------------------------------------------------------------------------
       28                         764.31              2,790.36                                  101,012.65              28,643.51
-----------------------------------------------------------------------------------------------------------------------------------
       29                         743.77              2,810.90                                   98,210.75              29,367.28
-----------------------------------------------------------------------------------------------------------------------------------
       30                         723.07              2,831.60                                   95,370.14              30,011.35
-----------------------------------------------------------------------------------------------------------------------------------
       31                         702.22              2,852.45                                   92,517.69              30,812.57
-----------------------------------------------------------------------------------------------------------------------------------
       32                         681.22              2,873.45                                   89,644.24              31,493.79
-----------------------------------------------------------------------------------------------------------------------------------
       33                         660.06              2,894.61                                   86,749.62              32,153.85
-----------------------------------------------------------------------------------------------------------------------------------
       34                         638.75              2,915.92                                   83,833.31              32,792.60
-----------------------------------------------------------------------------------------------------------------------------------
       35                         617.26              2,937.39                                   80,896.31              33,409.88
-----------------------------------------------------------------------------------------------------------------------------------
       36                         595.65              2,959.02                                   77,937.28              34,005.53




                                       46
<PAGE>

-----------------------------------------------------------------------------------------------------------------------------------
       37                         573.86              2,980.81                                   74,956.47              34,579.39
-----------------------------------------------------------------------------------------------------------------------------------
       38                         551.91              3,002.76                                   71,953.71              35,131.30
-----------------------------------------------------------------------------------------------------------------------------------
       39                         529.60              3,024.87                                   68,928.83              35,661.10
-----------------------------------------------------------------------------------------------------------------------------------
       40                         507.53              3,047.14                                   65,881.69              36,168.63
-----------------------------------------------------------------------------------------------------------------------------------
       41                         485.09              3,069.58                                   62,812.10              36,653.72
-----------------------------------------------------------------------------------------------------------------------------------
       42                         462.49              3,092.15                                   59,719.92              37,116.21
-----------------------------------------------------------------------------------------------------------------------------------
       43                         439.73              3,114.94                                   56,604.98              37,555.94
-----------------------------------------------------------------------------------------------------------------------------------
       44                         416.79              3,137.88                                   53,467.09              37,972.73
-----------------------------------------------------------------------------------------------------------------------------------
       45                         393.68              3,160.99                                   50,306.10              38,366.41
-----------------------------------------------------------------------------------------------------------------------------------
       46                         370.41              3,184.26                                   47,121.84              38,736.41
-----------------------------------------------------------------------------------------------------------------------------------
       47                         346.96              3,207.71                                   43,914.12              39,083.75
-----------------------------------------------------------------------------------------------------------------------------------
       48                         323.35              3,231.32                                   40,682.80              39,407.13
-----------------------------------------------------------------------------------------------------------------------------------
       49                         299.55              3,255.12                                   37,427.66              39,706.68
-----------------------------------------------------------------------------------------------------------------------------------
       50                         275.68              3,279.09                                   34,148.58              39,982.26
-----------------------------------------------------------------------------------------------------------------------------------
       51                         251.44              3,303.23                                   30,845.35              40,233.70
-----------------------------------------------------------------------------------------------------------------------------------
       52                         227.12              3,327.55                                   27,517.60              40,460.82
-----------------------------------------------------------------------------------------------------------------------------------
       53                         202.62              3,352.05                                   24,165.74              40,663.44
-----------------------------------------------------------------------------------------------------------------------------------
       54                         177.94              3,376.73                                   20,789.01              40,841.38
-----------------------------------------------------------------------------------------------------------------------------------
       55                         153.07              3,401.60                                   17,387.41              40,994.45




                                       47
<PAGE>
-----------------------------------------------------------------------------------------------------------------------------------
       56                         128.03              3,426.64                                   13,960.76              41,122.48
-----------------------------------------------------------------------------------------------------------------------------------
       57                         102.79              3,451.88                                   10,506.66              41,255.27
-----------------------------------------------------------------------------------------------------------------------------------
       58                          77.38              3,477.29                                    7,031.68              41,354.42
-----------------------------------------------------------------------------------------------------------------------------------
       59                          51.77              3,502.90                                    3,528.68              41,380.40
-----------------------------------------------------------------------------------------------------------------------------------
       60                          25.98              3,628.69                                      (0.01)              41,380.40
-----------------------------------------------------------------------------------------------------------------------------------
       N/A                         N/A                   N/A                                         N/A                    N/A
===================================================================================================================================
</TABLE>





                                       48
<PAGE>
                                    FLOORING

Carpeting:
         Standard 30 ounce cut pile glued down carpeting, anti-stain,
         anti-static throughout leased area.

Base:
         Building Standard 34" x 3-1/2" vinyl base throughout leased area.

                                     CEILING

Building Standard 24" x 24" x 5/8" acoustical lay-in panel on mechanical
suspension grid system. Armstrong Natural Fissured #705A regular, white with
matching grid; 8'6" ceiling height.

                                  FIRE SECURITY

Fire Sprinkler System:
         Building Standard concealed CP recessed type sprinkler heads as per 
         code.  Manuf. Viking, Grinnell, Automatic Sprinkler, Central.

Fire Security:
         Approved fire alarm device wired to existing fire security system.
         Audible sprinkler alarm.

                                   ELECTRICAL

Lighting:
         Building Standard 2'x4' (3) tube fluorescent lay-in light fixture with
parabolic lenses.

Receptacles and Switches:
         As required per Commercial Code.

Telephone Conduits:
         3/4" empty conduit stub-up to above ceiling.

                             ARCHITECTURAL DRAWINGS

This Workletter provides for the initial space planning plus one (1) revision;
and working drawings plus one (1) revision.




                                       49
<PAGE>

                                CONSTRUCTION TIME

Construction time approximately sixty (60) to ninety (90) days from issue date
of Building Permit.





                                       50


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