LEASE

<TABLE>
<CAPTION>
                             BASIC LEASE INFORMATION

<S>                                                      <C>
Landlord:                                                G & G Holdings, Inc.

Tenant:                                                  Empire Financial Group, Inc.

Location of Commercial Office Building:                  1385 W. Highway 434, Longwood, FL 32750.

Leaseable Square Feet of Premises:                       5,906

Leaseable Square Feet of Building:                       19,400

Tenant's Share:                                          30%

Lease Commencement Date:                                 May 8, 1999

Lease Expiration Date:                                   May 31, 2009

Base Rent Commencement Date:                             June 1, 1999

Initial Base Rent:                                       $9,228.00 per month, plus sales tax

Security Deposit Received:                               $0

Use of Premises:                                         General Office
</TABLE>

                                  TERM AND RENT

         (a) Tenant agrees to pay Landlord Base Rent ("Base Rent") in the
amounts set forth below, payable in advance in equal monthly installments, for
each and every calendar month of the Term of this Lease, adjusted as provided
below:
<TABLE>
<CAPTION>

 Term                                    Total Annual Base Rent                 Monthly Payment
 ----                                    ----------------------                 ---------------
<S>                                      <C>                                    <C>
5/8/99-6/1/99                            $0                                     $0
Lease Year 1                             $110,736.00                            $9,288.00
Lease Year 2                             $116,280.00                            $9,690.00
Lease Year 3                             $122,088.00                            $10,174.00
Lease Year 4                             $128,196.00                            $10,683.00
Lease Year 5                             $134,604.00                            $11,217.00
Lease Year 6                             $141,336.00                            $11,778.00
Lease Year 7                             $148,404.00                            $12,367.00



Lease Year 8                             $155,820.00                            $11,985.00
Lease Year 9                             $163,608.00                            $13,634.00
Lease Year 10                            $171,792.00                            $14,316.00
</TABLE>

<PAGE>

         (b) Base Rent shall be payable in equal monthly installments as set
forth above, the first of which shall be due on the Base Rent Commencement Date.
Rent for any partial month of occupancy at the end of the Term of this Lease
shall be pro-rated, such pro-ration to be based upon the actual number of days
in the partial month.

         (c) In addition to Base Rent, and any Additional Rent that may be due
by reason of other sections of this Lease, Tenant shall pay to Landlord each
month a sum equal to any sales tax, tax on rentals, and any other charges, taxes
and/or impositions, now in existence or hereafter imposed, based upon the
privilege of renting the space leased hereunder or upon the amount of rent
collected therefore. Nothing herein shall require Tenant to pay any part of any
federal or state taxes on income imposed on Landlord.

         (d) (i) As of the Lease Commencement Date, Tenant shall pay, as
Additional Rent (defined below), Tenant's share ("Tenant's Share"), as
hereinafter defined, of the total amount of the annual operating expenses
("Operating Expenses"). For all years during the Lease Term, Landlord shall in
advance, reasonably estimate for each calendar year the total amount of the
Operating Expenses, and shall notify Tenant in writing. One-twelfth (1/12th ) of
the estimated Operating Expenses shall be payable monthly in advance, along with
each monthly payment of Base Rent.

                  (ii) Landlord shall, within ninety (90) days after the close
of any calendar year for which additional rent is due under the provisions of
this Section, give a written statement to Tenant showing computations for
Additional Rent due, except that Landlord, at Landlord's option, may give Tenant
a written statement showing the computation of any additional rent due by reason
of this Section within thirty (30) days after receipt by Landlord of tax or
assessment statements enabling Landlord to determine the amount of Additional
Rent attributable to or resulting therefrom. Tenant shall have the right to
inspect and audit Landlord's books and records showing the Operating Expenses
for such calendar year and the annual operating statement or any other statement
shall be deemed approved unless protested in writing within thirty (30) days
after receipt by Tenant. Tenant shall make full payment of such Additional Rent
to Landlord within thirty (30) days after receipt of the statement for
Additional Rent. In the event of decrease in Operating Expenses for a prior
calendar year, any overpayment of estimated Operating Expenses by Tenant for
that calendar year shall be credited against Tenant's next payment of Additional
or Base Rent.

         (e) (i) The term "Operating Expenses" shall mean all commercially
reasonable expenses and costs of ownership, management, operation and
maintenance of the Building, including, without limitation:


                                       2
<PAGE>
                           (A)      Wages, salaries, professional fees, taxes,
                                    insurance, benefits and other payroll
                                    burdens of all employees employed in
                                    connection with the operation and
                                    maintenance of the Building.

                           (B)      Building management fee not to exceed three
                                    percent (3%) of Base Rent and Additional
                                    Rent.

                           (C)      Landscaping costs, maintenance, guard and
                                    other services (if to be provided by
                                    Landlord pursuant to the terms of this
                                    Lease).

                           (D)      Power, fuel, water, sewer, waste disposal,
                                    lighting, garbage removal, window cleaning,
                                    system maintenance, and parking area care.

                           (E)      Any and all other utilities, materials,
                                    supplies, maintenance and repairs.

                           (F)      Insurance applicable to the Building.

                           (G)      The cost (amortized over such reasonable
                                    period as Landlord shall determine together
                                    with interest at the rate of twelve percent
                                    (12%) per annum on the amortized balance) of
                                    any capital improvements made to the
                                    Building by Landlord after the date of this
                                    Lease.

                           (H)      Taxes (defined below).

                           (I)      Real estate brokers commissions.

                           (J)      Structural repair or roof repair.

                           (K)      Operating Expenses shall not include:

                                    (1)     Depreciation on the Building,

                                    (2)     Costs of tenant's improvements,

                                    (3)     Debt service on the Building.

                                    (4)     Utilities metered for individual
                                            tenants, and

Landlord hereby agrees to deduct each year from the amount of the Operating
Expenses the total amount of any and all sums, amounts or charges paid by Tenant
or other tenants of the Building directly to Landlord or its agent for specific
tenant-requested services.


                                       3
<PAGE>

                  (ii) The term "Taxes" shall mean the gross amount (which
shall mean the amount of such taxes as assessed by the taxing authority based on
the maximum discount amount payable for a given year) of all impositions, taxes,
assessments (special or otherwise), water and sewer assessments and other
governmental liens or charges of any and every kind, nature and sort whatsoever
ordinary and extraordinary, foreseen and unforeseen, and substitutes therefor,
including all taxes whatsoever, except for taxes for the following categories
which shall be excluded from the definition of Taxes: (A) any inheritance,
estate, succession, transfer or gift taxes imposed upon Landlord or (B) any
income taxes specifically payable by Landlord as a separate tax-paying entity
without regard to Landlord's income source as arising from or out of the
Building and/or the land on which it is located) attributable in any manner to
the Building, the land on which the Building is located or the rents (however
the term may be defined) receivable therefrom, or any part thereof, or any use
thereon, or any facility located therein or used in conjunction therewith,
whether or not any of the foregoing shall be designated "real estate tax",
"sales tax", "rental tax", "excise tax", "business Tax", or designated in any
other manner, but nothing herein shall be construed as relieving Tenant of its
obligation to pay sales tax.

                  (iii) The term "Tenant's Share" at the Commencement of the
Term of the Lease shall mean the following percentage: Thirty (30%). Landlord
and Tenant acknowledge that Tenant's Share has been obtained by dividing the
leaseable area of the Premises, which Landlord and Tenant hereby stipulate for
all purposes is 5,906 leaseable square feet, by the total leaseable area of the
Building, which Landlord and Tenant hereby stipulate for all purposes is 19,400
square feet, and multiplying such quotient by I00. In the event Tenant's Share
is changed during a calendar year by reason of a change in the leaseable area of
the Premises, Tenant's Share shall thereafter mean the result obtained by
dividing the new leaseable area of the Premises by 19,400 square feet and
multiplying such quotient by 100. Tenant's share shall be determined on the
basis of the number of days during such calendar year applicable to each such
Tenant's Share.

                  (iv) The term "Rent" shall mean the sum of the Base Rent and
Additional Rent, if applicable. The term "Additional Rent" refers to any and all
other sums payable by Tenant hereunder defined and as specified in the other
provisions of this Lease. Tenant agrees to pay such Additional Rent upon demand
by Landlord and that Additional Rent is to be treated in the same manner as Rent
hereunder, both in terms of the lien for Rent herein provided and in terms of
the default provisions herein contained.

         Tenant also agrees to pay a late charge fee of $20.00 for any monthly
payment not paid on or before the 10th day of the month in which the rental
payment is due, and an additional late charge fee of $10.00 per day thereafter
until said payment and late charge fee are paid in full.


                                       4
<PAGE>

         Should the Tenant pay the rent late three (3) times or more in any
twelve (12) month period, Landlord shall have the right to terminate this Lease
by giving Tenant sixty (60) days written notice.

                                SECURITY DEPOSIT

         On execution of this lease, Landlord acknowledges Tenant's previous
deposit of the sum of $0, as security for the faithful performance by Tenant of
the terms and conditions hereof. Such deposit shall be returned to Tenant upon
the termination of this lease if there exists no breach of any of the covenants
of this lease at that time.


                                 USE OF PREMISES

         Tenant shall use the demised premises only as a commercial office,
unless Landlord's consent is obtained in writing, which consent shall not be
unreasonably withheld.


                            ASSIGNMENT AND SUBLETTING

         Without the prior written consent of Landlord, Tenant shall not assign
this lease, or sublet or grant any concession or license to use the retail or
office space or any part thereof. A consent by Landlord to one assignment,
subletting, concession, or license shall not be deemed to be a consent to any
subsequent assignment, subletting, concession, or license. An assignment,
subletting, concession, or license without the prior written consent of
Landlord, or an assignment or subletting by operation of law, shall be void and
shall, at Landlord's option, terminate this lease.


                       ALTERATIONS, IMPROVEMENTS AND SIGNS

         All signs must be approved, in writing, by Landlord.

         Tenant shall make no alterations or improvements to the building on the
demised premises without the prior written consent of the Landlord. All
alterations, changes, and improvements built, constructed, or placed on the
demised premises by Tenant, with the exception of fixtures removable without
damage to the premises, trade fixtures, and moveable personal property, shall,
unless otherwise provided by written agreement between Landlord and Tenant, be
the property of Landlord and remain on the demised premises at the expiration or
sooner termination of this lease.


               UTILITIES, SALES TAX, PROPERTY TAXES AND INSURANCE

         For the first three years of this lease, Tenant shall be responsible
for arranging for and paying for all utilities. For years four and five of this
lease, Landlord shall pay

                                       5
<PAGE>

for Tenant's electric, water, and sewer. Landlord shall be responsible for all
real property taxes on the premises. Tenant shall be responsible for personal
property taxes on personal property located in Tenant's Area and all sales taxes
due on the rental amount.

         Tenant shall be responsible for all casualty insurance on its personal
property and the contents of its premises. Tenant shall be responsible for and
provide premises liability insurance for its area. Landlord shall be responsible
for insurance on the structure and common areas.


                        ENTRY FOR INSPECTION AND REPAIRS

         Landlord shall have the right to enter the leased premises for
inspection during normal business hours and whenever necessary, obtain a time
compatible with Tenant, to make repairs and alterations to the premises.


                        REPAIRS, ALTERATIONS AND CLEANING

         Tenant shall be responsible for repairs to the interior of Tenant's
Area, including maintenance, replacement of light bulbs, and changing and
replacing air conditioning filters. Exterior maintenance of the building shall
be the responsibility of the Landlord. Landlord shall make repairs to the air
conditioning system (other than change of filters) and to the electrical and
plumbing systems other than the fixtures in Tenant's area.

         For the first three years of this lease, Tenant shall be responsible
for arranging for and paying for janitorial services for Tenant's area. For
years four and five of this lease, Landlord shall pay for Tenant's janitorial
services.


                                  TENANT DUTIES

         Tenant shall, at all times during occupancy under this lease:

         A.       Comply with all obligations imposed upon Tenant by any
                  applicable provision of any building, housing or health code.

         B.       Keep that part of the premises which the Tenant occupies clean
                  and sanitary.

         C.       Remove from Tenant's Area all garbage in a clean and sanitary
                  manner and be responsible for placing that Area's garbage at
                  curbside as required by the City of Longwood for pickup.

         D.       Keep all plumbing fixtures in the Tenant's Area clean and
                  sanitary and in repair.

                                       6
<PAGE>

         E.       Use and operate in a reasonable manner all electrical,
                  plumbing, sanitary, heating, ventilation, air conditioning,
                  and other facilities and appliances.

         F.       Not destroy, deface, damage, impair, or remove any part of the
                  premises or property therein belonging to the Landlord, nor
                  permit any person to do so.


                        WASTE, NUISANCE, OR UNLAWFUL USE

         Tenant agrees that it will not commit waste on the premises, or
maintain or permit to be maintained a nuisance thereon, or use or permit the
premises to be used in an
unlawful manner.


                                  SUBORDINATION

This Lease and all rights of Tenant hereunder shall be subject and subordinate
to the lien of any and all mortgages that may now or hereafter affect the
demised premises, or any part thereof, and to any and all renewals,
modifications or extensions of any such mortgages. Tenant shall, upon five (5)
days notice provided by Landlord, execute, acknowledge and deliver to Landlord,
without expense to Landlord, any and all instruments that may be necessary or
proper to subordinate this Lease and all rights herein to the lien of any such
mortgage or mortgages and each renewal, modification or extension thereof.
Notwithstanding any other provision of this paragraph, any such subordination by
Tenant is, and shall be, with the understanding that so long as Tenant is not in
default of its obligations hereunder, this Lease, and the tenancy provided
herein, shall continue in full force and effect, and Tenant shall be permitted
to occupy the demised premises under the terms hereof notwithstanding any
default by Landlord under said mortgage or transfer of title to the demised
premises by foreclosure, deed in lieu of foreclosure, or otherwise.


                                    INDEMNITY

         Landlord shall not be liable for any loss, injury, death, or damage to
persons or property which at any time may be suffered or sustained by Tenant or
by any person who may at any time be using or occupying or visiting the leased
property, or be in, on, or about the leased property, whether such loss, injury,
death, or damage shall be caused by or in any way result from or arise out of
any act, omission, or negligence of Tenant or of any occupant, subtenant,
co-tenant, visitor, or user of any portion of the leased property, or shall
result from or be caused by any other matter or thing whether of the same kind
as or of a different kind than the matters or things above set forth.

         Tenant shall indemnify Landlord against all claims, liability, loss, or
damage whatsoever on account of any such loss, injury, death, or damage arising
in any way out of Tenant's rental of the leased premises. Tenant hereby waives
all claims against

                                       7
<PAGE>

Landlord for damages to any improvements that are now on or hereafter placed or
built on the leased property and to the property of Tenant in, on, or about the
property, and for injuries to persons or property in or about the premises, from
any cause arising at any time.


                         LANDLORD'S REMEDIES ON DEFAULT

         If Tenant defaults in the payment of rent, or defaults in the
performance of any of the other covenants or conditions of this agreement,
Landlord may give Tenant notice of such default and if Tenant does not cure any
rent default within seven (7) days, or other default within thirty (30) days,
after the giving of such notice (or if such other default is of such nature that
it cannot be completely cured within such period, if Tenant does not commence
such curing within such thirty (30) days and thereafter proceed with reasonable
diligence and in good faith to cure such default), then Landlord may terminate
this lease on not less than five (5) days' notice to Tenant. On the date
specified in the notice the term of this lease shall terminate and Tenant shall
then quit and surrender the premises to Landlord, but Tenant shall remain liable
as provided below. If this lease shall have been so terminated by Landlord,
Landlord may at any time thereafter resume possession of the premises by any
lawful means and remove Tenant or other occupants and their effects.


                                   DEFICIENCY

         In any case where Landlord has recovered possession of the premises by
reason of Tenant's default, Landlord may, at Landlord's option, occupy the
premises or cause the premises to be redecorated, altered, divided, consolidated
with other adjoining premises, or otherwise changed or prepared for re-letting,
and may re-let the premises or any part of the premises as agent of Tenant or
otherwise, for a time or terms to expire prior to, at the same time as, or
subsequent to, the original expiration date of this lease, at Landlord's option,
and receive the rent therefor. Rent so received shall be applied first to the
payment of such expenses as Landlord may have incurred in connection with the
recovery of possession and to repair for damages or preparing for re-letting,
and the re-letting, including brokerage and reasonable attorneys' fees, and then
to the payment of damages in amounts equal to the rent under this agreement and
to the cost and expenses of performance of the other covenants of Tenant as
herein provided. Tenant agrees, in any such case, whether or not Landlord has
re-let, to pay to Landlord damages equal to the rent and other sums herein
agreed to be paid by Tenant, less the new proceeds of the re-letting, if any and
the damages shall be payable by Tenant on the several rent days above specified,
or at the option of the Landlord, the Landlord may elect to declare all
remaining amounts of rent due at once and the entire balance of the rent shall
be accelerated. In re-letting the premises Landlord may grant rent concessions,
and Tenant shall not be credited with such concessions. No such re-letting shall
constitute a surrender and acceptance or be deemed evidence of a surrender and
acceptance. If Landlord elects, pursuant to this

                                       8
<PAGE>

agreement, actually to occupy and use the premises or any part of the premises
during any part of the balance of the term as originally fixed or since
extended, there shall be allowed against Tenant's obligation for rent or damages
as herein defined, during the period of Landlord's occupancy, the reasonable
value of such occupancy, not to exceed in any event the rent herein reserved and
such occupancy shall not by construed as a relief of Tenant's liability under
this agreement.

         Tenant hereby waives all right of redemption to which Tenant or any
person claiming under Tenant might be entitled by any law now or hereafter in
force. Landlord's remedies under this agreement are in addition to any remedy
allowed by law.


                                    INSURANCE

Tenant shall provide, pay for, and maintain in force the required insurance at
all times during the lease term performed. Such policy or policies shall be
issued by companies authorized to do business in the State of Florida, and
having agents upon whom service of process may be made in the State of Florida.
Tenant shall provide the following.

         (a) Severabilitv of Interest: The liability insurance afforded shall
apply separately to each insured, named insured, or additional insured with
respect to any claim, suit or judgment made or brought by or for any other
insured, named insured, or additional insured as though a separate policy had
been issued to each, except for insurer's liability shall not be increased
beyond the amount or amounts for which the insurer would have been liable had
only one insured been named. The inclusion of any person or organization as an
insured, named insured or additional insured shall not affect any right which
such person or organization would have as a claimant if not so included.

         (b) Workers' Compensation and Employers Liability Insurance: Workers'
Compensation Insurance to apply for all employees in compliance with the
"Workers' Compensation Law" of the State of Florida and all applicable Federal
laws. In addition, the policies shall include Employers Liability Insurance with
minimum limits of One Hundred Thousand Dollars ($100,000.00) each accident; One
Hundred Thousand Dollars ($100,000.00) each employee and Five Hundred Thousand
Dollars ($500.000.00) minimum policy limit for disease.

         (c) General Liability Insurance: General Liability Insurance with
minimum limits of One Million Dollars ($1,000,000.00) per occurrence combined
single limit for Bodily Injury Liability and Property Damage Liability. Coverage
must be afforded on a form no more restrictive than the latest edition of the
General Liability Policy, without restrictive endorsements, as filed by the
Insurance Services Office and must include G & G Holdings Limited, Inc. to be
named as additional insureds.


                                       9
<PAGE>

         (d) Certificate of Insurance: Tenant shall provide to Landlord a
Certificate of Insurance or a copy of all insurance policies required by this
Section. Landlord reserves the right to require a certified copy of such
policies upon request. All endorsements and certificates shall state that
Landlord shall be given thirty (30) days written notice prior to expiration or
cancellation of the policy.

                                     NOTICES

         (a) All notices, demands, or other writings required to be given or
made or sent in this Lease, or which may be given or made or sent, by either
party to the other, shall be deemed to have fully given or made or sent when in
writing and addressed as follows:

          Landlord
          --------

G & G Holdings, Inc.
c/o Richard L. Goble
282 Snowfields Run
Heathrow, FL 32746

          Tenant
          ------

Empire Financial Group, Inc.
c/o Richard L. Goble
282 Snowfields Run
Heathrow, FL 32746



         (b) All notices required, or which may be given hereunder, shall be
considered properly given if (1) personally delivered, (2) sent by certified
United States mail, return receipt requested, or (3) sent by Federal Express or
other equivalent overnight letter delivery company.

         (c) The effective date of such notices shall be the date personally
delivered, or if sent by mail, the date of the postmark, or if sent by overnight
letter delivery company, the date the notice was picked up by the overnight
letter delivery company.

         (d) Parties may designate other parties or addresses to which notice
shall be sent by notifying, in writing, the other party in a manner designated
for the filing of notice hereunder.


                               GENERAL PROVISIONS

         A. This agreement contains the entire understanding of the parties
hereto. No amendment or modification to this agreement shall be valid unless
reduced to writing and executed by both parties hereto.


                                       10
<PAGE>

         B. Should a disagreement occur between the parties regarding any term
or provision contained in this agreement which results in litigation occurring,
the prevailing party in such litigation shall be entitled, in addition to the
relief sought in such litigation, to the recovery of all attorney fees and costs
expended by such party in connection with such litigation.

         C. In the event the demised premises are totally destroyed by fire,
casualty, disaster, or other cause, this lease shall immediately terminate and
be canceled, and neither party shall thereafter have any further obligation
hereunder. Should the demised premises be damaged as to render it unfit for
occupancy, yet be repairable within a reasonable time, Landlord shall enter and
repair the same with reasonable promptness. Payment of rent shall be abated
while such repairs are being made, but shall commence immediately after said
repairs shall be completed.

         D. At the end of the term or any renewals thereof, Tenant shall quit
and deliver up the premises to the Landlord in as good condition as it is now,
ordinary wear, decay and damage by the elements excepted.

         E. If the premises are substantially taken by eminent domain, either
party may terminate the lease without liability for the remainder of the term.

         F. This agreement shall inure to the benefit of the parties and their
successors and assignees.

         G. Venue. In the event that either party files an action to enforce
this lease, Venue shall be proper in court of competent jurisdiction in Seminole
County, Florida.


                                     WAIVERS

         A waiver by Landlord of a breach of any covenant or duty of Tenant
under this lease is not a waiver of a breach of any other covenant or duty of
Tenant, or of any subsequent breach of the same covenant or duty.


                               TIME OF THE ESSENCE

         Time is of the essence of this lease, and of each and every covenant,
term, condition, and provision hereof.


                                       11
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this lease.



LANDLORD G & G Holdings, Inc.


By: /s/ Richard L. Goble
    --------------------
        Richard L. Goble, President

Date:   8/13/99
        -------


TENANT
Empire Financial Group, Inc.



By: /s/ Richard L. Goble
    --------------------
        Richard L. Goble, President

Date:   8/13/99
        -------



                                       12