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                                                                   Exhibit 10.11


                                     LEASE


This is a legally binding document; if not fully understood, seek advice of
counsel.

         This Lease, (the "Lease") entered into this twenty fourth day of
February, 2000, by and between William B. Shirley ("Landlord") and P.O.D.S.,
Inc. ("Tenant").


                              W I T N E S S T H :



         In consideration of the covenants contained herein, Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord the following described
Property (the "Property") located in Pasco County, Florida

                  A Warehouse / office space of approximately 30,000 S.F. (EXACT
                  DIMENSIONS TO BE DETERMINED) to be built on a site at 4050
                  Louis Avenue between Alt. 19 and Hwy. 19 in Pasco County.

         The Space is to be approximately 280' x 95' (measured inside steel
         structure) with a minimum of 28' clear height, with a 12' x 25' office.

         Tenant and Landlord agrees that the terms and conditions of this lease
are as follows:

1.       TERM.

         1.1      The original term (the "original Term") of this Lease shall be
                  for a period of Eight (8) years, commencing upon issuance of a
                  certificate of occupancy estimated to be five to six months
                  from final site plan approval and ending eight years from that
                  date.

         NOTE:    THE PERMITTING / CONSTRUCTION "PROCESS" FOR THIS BLDG. IS TO
                  COMMENCE WITHIN 5 DAYS OF THE PURCHASE OF THE PROPERTY @ 4050
                  LOUIS AVENUE AND BE DILIGENTLY PURSUED WITH THE INTENTION OF
                  PROVIDING THE TENANT WITH OCCUPANCY APPROXIMATELY 5-6 MONTHS
                  FROM FINAL SITE PLAN APPROVAL.

2.       OPTION.

         2.1      Tenant is hereby granted an option to renew this Lease for an
                  additional term (the "Option Term") of Seven years, commencing
                  at the end of this initial lease term by delivering written
                  notice to Landlord of Tenant's intent to renew the term of
                  this Lease at least one hundred and twenty (120) days prior
                  to the expiration date of the Original Term. The lease rate
                  shall be at an agreed rate, but no less than the last year of
                  the Original Term nor greater than ten percent (10%) over the
                  last year of the original term.

3.       RENT.    The rent will be as follows:

         3.1      The sum of Seventy-Five Hundred and no/100's dollars
                  ($7,500.00), is due and payable at execution of this lease
                  document, as payment of the security deposit.


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         3.2      For the first year, the monthly rent shall be $9,995.00, plus
                  applicable sales tax, due on the first day of each month; and
                  a like sum on the first day of each month thereafter; if the
                  first day of the term hereof is not the first day of the
                  month, then the rent will be equitably prorated;

         3.3      The monthly rent specified in Paragraph 3.2 above will be
                  increased by 3% annually after the first year.

         3.4      $23,624.85 will be due on or before occupancy. This sum
                  represents first and last months lease payments and 6% sales
                  tax.

         3.5      In the event any rental payment is not paid and remains unpaid
                  for a period of 10 days, then Tenant shall be liable for and
                  agrees to pay a late charge in an amount equal to five percent
                  of each such delinquent payment;

         3.6      All rental payments shall be made at the address set forth on
                  the execution page of this Lease, or other such place and to
                  such persons as Landlord may from time to time designate in
                  writing. All of said payments shall be made without any set
                  off or deduction whatsoever.

4.       SECURITY DEPOSIT.  Tenant has deposited with Landlord the sum of
Seventy - Five hundred and no / 100's dollars ($7,500.00) (the "Security
Deposit") as security for the full and faithful performance of every provision
of this Lease to be performed by Tenant. If Tenant defaults with respect to any
provision of this Lease, including payment of the rent, Landlord may use, apply
or retain all or part of the Security Deposit for the payment of any rent, or to
compensate Landlord for any other loss, cost or damage which Landlord may suffer
by reason of Tenant's default. If any portion of the Security Deposit is so used
or applied, Tenant shall, within five days after notice thereof, deposit cash
with Landlord in an amount sufficient to restore the Security Deposit to its
original amount, and Tenant's failure to do so shall be a default of this Lease.
Landlord shall not be required to keep the Security Deposit separate from its
general funds, nor pay interest to Tenant. If Tenant shall fully and faithfully
perform every provision of this Lease, and deliver the premises to the Landlord
in good and clean condition, normal wear and tear expected, the Security Deposit
or any balance thereof shall be returned to Tenant (or, at Landlord's option, to
the last transferee of Tenant's interest hereunder) at the expiration of the
term and upon Tenant's vacation of the Premises. If the Property is sold, the
Security Deposit may be transferred to the new owner, and Landlord shall be
discharged from further liability with respect thereto. The Security Deposit
shall in no event be considered an advance rental payment, nor a measure of
Landlord's damage.

5.       UTILITIES.  Tenant will, at Tenant's sole expense, pay all costs,
charges, and maintenance for electricity, gas, garbage collection, and any tax
assessments associated with garbage collection, and telephone furnished in
connection with Tenant's use of the Property, including the making of deposits
with the proper authorities or persons in order to secure such services.
Charges for water, sewer, and lawn maintenance shall be prorated and paid to
the Landlord monthly as billed.


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6.       USE. Tenant will use the premises only as an office/warehouse/storage
facility, unless another use is authorized in writing by the Landlord. Tenant
will not use or permit the Property to be used for any unlawful or improper
purpose, or in any manner which would constitute a nuisance or in any way
violate the rules and regulations of Pasco County, or in any way injure the
reputation or value of the Property or any adjoining properties.

7.       ASSIGNMENT OR SUBLETTING.  Tenant agrees not to assign this Lease or
sublet all or any part of the Property without the written consent of Landlord
and Landlord agrees that such consent will not be unreasonably withheld. In the
event Landlord does not consent to such assignment or subletting, it is
understood and agreed that Tenant will remain fully liable for the payment of
all rentals and the performance of all obligations under this Lease.

8.       COMPLIANCE WITH LAWS.  Tenant will, at all times, comply with all laws
and ordinances of all governmental authorities having jurisdiction over the
Property, and all rules and regulations promulgated by said authorities in
connection with Tenant's use of this Property.

9.       INSPECTION OF PROPERTY.  Tenant will permit Landlord, upon reasonable
notice, to enter upon the Property during normal business hours for the purpose
of making inspections, or for the purpose of complying with or insuring
compliance with any laws or orders of any governmental authorities. In making
such inspections, Landlord will observe all reasonable security regulations of
Tenant and shall hold in confidence any information concerning business or
products of Tenant which Landlord may discover while present on the Property.

10.      DESTRUCTION OR DAMAGE.  Except as specified hereinafter, if the
Property is destroyed or damaged or injured by fire or other casualty during the
term of this Lease, then Landlord shall have the right to repair the Property
within ninety days from the date of said casualty. If the Property is not
repaired within said time, either party hereto shall have the option to cancel
this Lease. In the event of such cancellation, the rent shall be paid only to
the date of such fire or other casualty. The cancellation herein mentioned shall
be evidenced in writing. Rentals shall abate in an equitable manner for any
period during which the premises are wholly or partially untenantable.
Notwithstanding the above, there will be absolutely no abatement in the rental
in the event that any such damage or destruction is caused by any act or
omission of Tenant or Tenant's agents, employees, invitee or customers. In such
event, Tenant will be obligated to repair the Property at Tenant's sole expense
that which is not covered by the Landlord's insurance.

11.      FIRE AND HAZARD INSURANCE.  Landlord expressly agrees to keep the
Property insured against loss or damage by fire, lightening, windstorm, tornado
and such other hazards as may be required from time to time by Landlord, at the
expense of the Landlord, in an amount not less than the full replacement value,
by an insurer and on a policy form satisfactory to Landlord, which policy shall
run to Landlord and Tenant as their respective interests my appear.


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12.      PAYMENT OF INCREASE IN FIRE AND HAZARD INSURANCE.

         12.1     In addition to all rent and other sums payable hereunder,
                  Tenant shall pay Landlord their pro-rata share, based on
                  leased square footage, of increases in all fire and hazard
                  insurance premiums levied against the demised premises leased
                  to Tenant, above the said premiums for the "first full
                  calendar year" as defined below. Fire and hazard insurance
                  increases shall be treated as "additional rent" and become due
                  and payable when billed by Landlord.

         12.2     The "first full calendar year" shall mean the first calendar
                  year, not earlier than the calendar year during which this
                  lease commences, in which the building containing demised
                  premises shall have been occupied by Tenant.

13.      INDEMNIFICATION. Tenant shall indemnify and hold Landlord and the
Demised Premises harmless from and against (a) any and all liability, penalties,
losses, damages, costs and expenses, demands, causes of action, claims or
judgments arising from or growing out of any injury to any person or persons or
any damage to any property as a result of any accident or other occurrence
during the Term of this Lease occasioned by any act or omission of the Tenant,
its officers, employees, agents, servants, subtenants, concessionaires,
licensees, contractors, invitee or permittee or arising from or growing out of
the use, maintenance, occupation or operation of the Demised Premises during the
Term of this Lease, and (b) all legal costs and charges including, within
limitation, attorney's fees incurred with respect to any of such matters and the
defense of any action out of the same or in discharging the Demised Premises or
any part thereof from any and all liens, charges or judgments which may accrue
or be placed thereon by reason of any act or omission of the Tenant; provided,
however, that Tenant shall not be required to indemnify Landlord for any damage
or injury of any kind arising as the result of Landlord's willful acts or
negligence or those of its agents or employees.

14.      INSURANCE.  Without limiting the generality of the foregoing, Tenant
agrees that, at Tenant's sole cost and expense, Tenant will procure and continue
in force throughout the period of this Lease, for the benefit of Landlord and
Tenant as their respective interests may appear, a policy or policies of public
liability insurance, in form and coverage satisfactory to Landlord, written by a
company authorized to engage in the business of general liability insurance in
the State of Florida protecting Landlord and Tenant against any and all claims
for injury to persons or Property occurring in, upon or about the Property, and
each and every part thereof, and the sidewalks in front of the Leased premises,
including all damages from signs, glass, awnings, fixtures or other
appurtenances now or thereafter placed upon the Leased premises during the term
of this Lease. Said public liability policy or policies shall be in an amount
not less than $1,000,000.00 in respect to injuries to or death of persons in any
one accident and in an amount not less than $2,000,000.00 in respect to injuries
to or death of more than one person, and in an amount not less than $500,000.00
from damage to Property. Tenant shall promptly pay when due and all insurance
premiums in connection with any policy or policies of and shall deliver evidence
of such insurance to Landlord. Should Tenant fail to furnish evidence of such
insurance, Landlord may obtain such insurance and the premium on such insurance
shall be deemed to be additional rent to be paid by Tenant to Landlord on
demand.


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 All policies of insurance provided for herein shall be issued by insurance
companies with general policyholders rating of not less than "A" Class VI as
rated in the most current available "Best's Insurance Reports", and qualified to
do business in the State of Florida, and general liability and umbrella
liability policies shall be issued in the names of the Landlord, Tenant and
other such persons or firms as Landlord specifies from time to time. Such
policies shall be for the mutual and joint benefit of protection of Landlord,
Tenant and others hereinabove mentioned, and executed copies of such policies of
insurance or certificates thereof shall be delivered to the Landlord within ten
(10) days after delivery of possession of the Premises to Tenant and thereafter
within thirty (30) days prior to the expiration of the term of each such policy.
As often as any such policy shall expire or terminate, renewal or additional
policies shall be procured and maintained by the Tenant in like manner and
amounts and too like extent. All policies of insurance delivered to the Landlord
must contain a provision that the company writing said policy will give to the
Landlord thirty (30) days notice in writing in advance of any cancellation or
lapse or the effective date in any reduction in the amounts of insurance. All
public liability, property damage and other casualty policies shall be written
as primary policies, not contributing with and not in excess of coverage which
Landlord may carry.

15.      MAINTENANCE.  Landlord agrees to maintain the roof, foundation and
exterior walls of the Property during the term of this Lease except for any
damage caused by the actions of the Tenant. The Landlord also agrees to warrant
the HVAC system against repairs with the stipulation that the Tenant keeps an
HVAC maintenance contract in place on the system with a licensed HVAC
contractor. Said maintenance agreement to cover filter changes, and any other
periodic service required. Subject to the foregoing, Tenant agrees to maintain
the Property in first class condition, including the interior (air conditioning,
electric, and plumbing included) and exterior of the improvements (including
any landscaped areas around the bldg.), and the parking areas at Tenant's
expense. NOTE: ON THE ABOVE ITEMS THAT ARE THE RESPONSIBILITY OF THE TENANT, THE
SCOPE OF "MAINTENANCE" IS TO INCLUDE ROUTINE MAINTENANCE AND ANY REPAIRS MADE
NECESSARY BECAUSE OF THE TENANTS USE OR NEGLIGENCE. ANY REPAIRS NECESSARY
BECAUSE OF DEFECTIVE CONSTRUCTION OF MATERIALS SHALL BE THE RESPONSIBILITY OF
THE LANDLORD. Tenant shall, at the termination of the Lease, by lapse of time or
otherwise, surrender the Property in first class condition, ordinary wear and
tear excepted. Subject to any lien Landlord may have, Landlord agrees that all
trade fixtures, equipment and inventory placed in or on the Property by Tenant
shall remain the sole Property of Tenant and Tenant shall have the right to
remove the same at the end of the Lease term, provided that the Tenant is not in
default of any provisions of this lease agreement. Notwithstanding the
foregoing, any Leasehold improvements or fixtures attached to the Property by
Tenant shall become Property of the Landlord.

16.      REAL PROPERTY TAXES AND ASSESSMENTS.  Landlord covenants and agrees to
promptly pay all taxes and assessments of every kind or nature which are now or
may hereafter be imposed or assessed by the State of Florida or any political
division thereof upon the Property hereby Leased to Tenant. Landlord shall not
be required to pay any taxes or assessments imposed or assessed upon fixtures,
equipment, merchandise or other personal Property installed in the Property or
brought thereon by Tenant or others. Tenant shall promptly pay all such taxes or
assessments as the same become due.


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17.      PAYMENT OF INCREASES IN REAL PROPERTY TAXES.


         17.1     In addition to all rent and other sums payable hereunder,
                  Tenant shall pay Landlord their pro-rata share, based on
                  leased square footage, of any increase in all real estate
                  taxes and assessments levied against the land and improvements
                  comprising the real property upon which the Demised premises
                  leased to Tenant are located, above the said taxes for the
                  "first full tax year" as defined below. Tax increases shall be
                  treated as "additional rent" and become due and payable when
                  billed by Landlord.

         17.2     The "first full tax year" shall mean the first calendar year,
                  not earlier than the calendar year during which this lease
                  commences, in which the building containing demised premises
                  shall have been assessed as a complete improvement.

18.      DEFAULTS. Upon the happening of any one or more of the following
         events:

                  18.1     Tenant's continued default in the payment of any
                  rental or additional rental due hereunder for a period
                  of fifteen days or more.

                  18.2     Tenant's continued default in performance of any
                  other covenant of this Lease for a period of 30 days or more
                  after delivery of written notice of such default to Tenant or
                  to the Property;

                  18.3     Tenant's making an assignment for the benefit of
                  creditors, or a receiver or trustee being appointed for
                  Tenant, or the filing of any action or proceeding, voluntarily
                  or involuntarily, by or against Tenant under, or otherwise
                  seeking the benefit of, any bankruptcy, reorganization,
                  arrangement or insolvency law;

                  18.4     Tenant's vacating or abandoning the Property will
                  constitute immediate default. For purpose of this document,
                  the term vacating or abandoning is defined as the cessation of
                  business operations for a period of seven (7) days.

                  18.5     Tenant's interest under this Lease being sold under
                  execution or other legal process;

                  18.6     Tenant's interest under this Lease being assigned by
                  operation of law;

                  18.7     Any of the goods or chattels of Tenant used in or
                  incident to the operation of the Property being seized,
                  sequestered, or impounded by virtue of or under authority of
                  any legal proceeding, which seizure, sequestration or
                  impounding shall materially affect the possible continuation
                  of the operation of the Leased premises by Tenant; then
                  Landlord, at Landlord's option, may exercise any or more of
                  the following options:


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                  18.8.    Terminate Tenant's right to possession under this
                  Lease and re-enter and take possession of the Property and
                  relet the Property on behalf of Tenant, at such rent and under
                  such terms and conditions as Landlord may deem best under the
                  circumstances for the purpose of reducing Tenant's liability,
                  and Landlord shall not be deemed to have thereby accepted a
                  surrender of the Property, and Tenant shall remain liable for
                  all rents and additional rents due under this Lease and from
                  all damages suffered by Landlord because of Tenant's breach of
                  any of the covenants of this Lease. At any time during such
                  repossession or reletting, Landlord may, by giving written
                  notice to Tenant, elect to exercise its option under the
                  following subparagraph to accept a surrender of the Property,
                  terminate and cancel this Lease, and retake possession and
                  occupancy of the Property on behalf of the Landlord;

                  18.9     Declare this Lease to be terminated, ended and null
                  and void, and re-enter upon and take possession of the
                  Property whereupon the terms hereby granted and all right,
                  title and interest of Tenant in the Property shall end. Such
                  termination shall occur only when Landlord has expressly
                  stated by written notice to Tenant that the Lease is
                  terminated, and shall be without prejudice to Landlord's right
                  to collect from Tenant any rental or additional rental which
                  has accrued prior to such termination together with all
                  damages suffered by Landlord because of the Tenant's breach of
                  any covenant under this Lease;

                  18.10    Declare the entire remaining unpaid rent for the
                  balance of this Lease to be immediately due and payable and
                  may, at Landlord's option, take immediate action to recover
                  and collect same either by distress or otherwise; or

                  18.11    Exercise any and all rights and privileges that
                  Landlord may have under the laws of either the State of
                  Florida or of the United States of America, or both.

The above remedies shall be cumulative, and the exercise of one shall not
preclude the exercise of each and every other remedy

19.      SUBORDINATION. Tenant agrees that this Lease shall at all times be
subject and subordinate to the lien of any mortgage that may be placed on the
Property by Landlord, and Tenant agrees, upon demand and without cost, to
execute any instrument that may be required to acknowledge or accomplish such
subordination. Tenant also agrees to provide updated financial statements from
time to time as required by the Landlord. When requested, these updated
financials will be delivered to the Landlord within ten (10) business days.


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20.      ALTERATIONS BY TENANT. Tenant shall not make any alterations or
additions to the demised Premises without the prior written consent of Landlord.
All costs incurred for said alterations or additions will be borne by the
Tenant. Any requests by Tenant to make such alterations or additions shall be in
writing and no such alterations or additions shall be commenced until (i)
Landlord has approved the plans and specifications thereof; (ii) Tenant has
obtained all the necessary permits related thereto and provided copies of same
to Landlord; (iii) Tenant has provided Landlord with evidence, in form
satisfactory to Landlord, and in Landlord's sole discretion, that the
contractor(s) that will undertake such alterations or additions is insured for
liability, workers' compensation and other risks, all in such amounts and with
companies and upon terms that are satisfactory to Landlord. Tenant will promptly
provide to Landlord copies of all warranties, certificate of occupancy,
certificates of insurance and any and all documents evidencing other matters
related to such alterations or additions. Any alterations or additions or
improvements to the Demised Premises made by the Tenant shall at once become the
property of Landlord and shall be surrendered to Landlord upon the termination
of this Lease; provided, however, Landlord, at its option, may require Tenant to
remove any physical additions and/or repair any alterations in order to restore
the Demised Premises to the condition existing at the time Tenant took
possession, normal wear and tear excepted. All costs of removal and/or repair
shall be borne by Tenant.

21.      WAIVER. It is agreed that the failure of Landlord in one or more
instances to insist on strict performance or observance of the one or more of
the covenants or conditions hereunder or to exercise any remedy, privilege, or
option herein conferred upon or reserved to Landlord, shall not operate or be
construed as a relinquishment or waiver for the future of such covenant or
condition or of the right to enforce the same or to exercise such privileges,
option or remedy, but the same shall continue in full force and effect. The
receipt by landlord of rent, or additional rent, or of any other payment
required to be made by Tenant, or any part thereof, shall not be a waiver of any
other rents, or additional rents or payments then due, nor shall receipt, though
with knowledge of the breach of any covenant or condition hereof, operation as
or be deemed to be a waiver of such breach, and no waiver by Landlord of any of
the provisions hereof, or any of Landlord's rights, remedies, privileges or
options hereunder, shall be deemed to have been made unless made by Landlord in
writing. If Landlord shall consent to the assignment of this Lease or to a
subletting of all or a portion of the Property no further assignment or
subletting shall be made without the prior written consent of Landlord.

22.      ATTORNEY'S FEES. The parties agree that in the event it becomes
necessary for either party to employ an attorney to enforce this Lease, the
prevailing party shall be entitled to reimbursement of all costs and expenses,
including attorney's fees which may reasonably be incurred or paid at any time
or times by it in connection therewith, including, without limitation,
attorney's fees and costs at the trial court and appellate court levels.


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23.      HOLDING OVER.

         23.1     If Tenant occupies the Property, with or without the consent
         of Landlord after the expiration of this Lease or any renewal thereof
         and the rent is accepted from Tenant by Landlord, such occupancy and
         payment shall be construed as an extension of this Lease for the term
         of one month only from the date of expiration.

         23.2     The monthly rent for any hold over period after the expiration
         of this Lease, without the consent of Landlord, will be equal to one
         hundred fifty percent times the rent applicable to the last month of
         the term of this Lease.

24.      NOTICES AND RENT. The rent payable under the terms of this Lease and
any notices to the Landlord shall be mailed to the address of Landlord on the
execution page hereof, or such other address as the Landlord may designate in
writing. Any notices to the Tenant shall be mailed to the address of Tenant on
the execution page hereof, or such other address as Tenant may designate in
writing.

25.      MISCELLANEOUS.

         25.1     The use of any gender herein shall be deemed to be or include
         the other genders and the use of the singular herein shall be deemed to
         be or include the plural (and vice versa), whenever appropriate.

         25.2     This Lease shall be binding on the heirs, personal
         representatives, successors and permitted assigns of the parties
         hereto.

26.      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. Landlord makes no representations or warranty regarding the
existence of radon on, in or about the Property.

27.      CONDITION OF PROPERTY/HAZARD SUBSTANCE. Tenant agrees that no hazardous
substances will be utilized or retained on the Property at any time whatsoever.
Landlord may from time to time inspect the Property for any such substance and
if any is found to be in existence, Landlord, at Landlord's option, may
terminate this lease and re-enter and take possession of the Property. Tenant
further agrees to indemnify and hold Landlord harmless from and against any and
all losses, claims, liabilities, damages, costs, expenses or causes of action
relating to the condition of the Property. The term "Hazardous Substance" as
used herein will include any substance whose existence in or on the Property is
restricted, prohibited or penalized under any law, statute, ordinance, rule or
regulation of any governmental unit or agency, which is aimed at protecting the
environment.


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29.  EXHIBITS.  All exhibits attached hereto are hereby incorporated into this
Lease by reference and Tenant hereby agrees to be bound by all the terms and
conditions contained in the exhibits. The exhibits attached hereto are as
follows:

                           Exhibit A - Mechanic's Lien Limitation.
                           Exhibit B - Building Specifications.

30.  CONTINGENCIES.  This lease is contingent upon the Landlord's acceptance of
PODS, Inc.'s financial statements.

31.  PENALTY.  The Landlord agrees to a $50.00 per day penalty fee in the event
that the warehouse phase is not complete by June 1st, 2000 and the office phase
is not complete by June 15th, 2000. The penalty amount shall be in the form of
a rent credit.


     IN WITNESS WHEREOF, the parties have executed this Lease as of the date
last written below.


Signed, sealed and delivered
in the presence of:                     Date: 3-6-00
                                              ----------------------------------

                                        William B. Shirley
                                        ----------------------------------------

/s/                                     /s/ William B. Shirley
------------------------------------    ----------------------------------------

/s/                                     Address 468 Klosterman Road
------------------------------------            Palm Harbor, Fl. 34683
As to Landlord                                  "LANDLORD"



                                        Date: 2-24-00
                                              ----------------------------------

                                        P.O.D.S., Inc.
                                        (Corporate Name)

/s/                                     /s/  Roy Courtney
------------------------------------    ----------------------------------------
                                        By Its Partner: Roy Courtney
------------------------------------    Address:
As to Tenant                                    --------------------------------

                                                --------------------------------

                                                --------------------------------

                                                            "TENANT"


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