Exhibit 10.28

                                 LEASE AGREEMENT
                                 BY AND BETWEEN

                                   SG DMTI LLC

                                  ("Landlord")

                                       and

                 DATAMETRICS CORPORATION, a Delaware corporation
     doing business in Florida as Datametrics Technology Systems Corporation
                                   ("Tenant")

                                       For

                   1717 DIPLOMACY ROW, ORLANDO, FLORIDA 32809


<PAGE>

                                 LEASE AGREEMENT

            THIS LEASE  ("Lease") is made as of October ___, 2005 by and between
      SG DMTI LLC,  a  Delaware  limited  liability  company  ("Landlord")  with
      offices  at 110 E.  59th  Street,  Suite  1901,  New  York,  NY 10022  and
      DATAMETRICS CORPORATION,  a Delaware corporation doing business in Florida
      as Datametrics Technology Systems Corporation ("Tenant") of 1717 Diplomacy
      Row,  Orlando,  Florida 32809,  who hereby mutually  covenant and agree as
      follows:

             I. GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS

            1.0 Grant.  Landlord,  for and in  consideration of the rents herein
reserved and of the covenants  and  agreements  herein  contained on the part of
Tenant to be  performed,  hereby  leases to Tenant,  and Tenant hereby lets from
Landlord,  the real estate  consisting  of  approximately  43,500 square feet of
area,  commonly known as 1717 Diplomacy Row, Orlando,  Florida 32809 and legally
described on Exhibit A,  attached  hereto,  together with all  improvements  now
located  thereon,  or to be  located  thereon  during  the  term of this  Lease,
together with all  appurtenances  belonging to, or in any way pertaining to, the
premises  (such  real  estate,   improvements,   and  appurtenances  hereinafter
sometimes jointly or severally, as the context requires,  referred to as "Leased
Premises").

            1.1 Term.  The term of this Lease  shall  commence  on October  ___,
2005,  (hereinafter sometimes referred to as "Commencement Date"), and shall end
on October 31, 2010,  unless  sooner  terminated  as  hereinafter  provided (the
"Expiration Date").

            1.2 INTENTIONALLY OMITTED

            1.3 Basic Lease Provisions

            (a) Purpose (See Section 3.0): For office and  manufacturing and for
no other purpose.

            (b) Form of Insurance  (See Article VI): The insurance  specified in
Section 6.1 shall comply with the provisions of Section 6.2.

            (c)  Tenant's  Address  (for  notices)  (See  Section  21.3):   1717
Diplomacy Row, Orlando, Florida 32809

            (d) Landlord's Address (for notices) (See Section 21.3): 110 E. 59th
Street, Suite 1901, New York, NY 10022

                                 II. POSSESSION

            2.0 Possession. Except as otherwise expressly provided herein (or by
written instrument signed by Landlord), Landlord shall deliver possession of the
Leased Premises to Tenant on or before the Commencement  Date in their condition
as of the  execution  and  delivery  of this  Lease,  reasonable  wear  and tear
excepted.  Tenant acknowledges that it has been the owner of the Leased Premises
for 7 years, and has continuously occupied the Leased Premises during such time,
is fully familiar with the physical  condition  thereof,  and accepts possession
thereof and assumes all  responsibility for the obligations to repair the Leased
Premises as required herein.

                                  III. PURPOSE

            3.0 Purpose. The Leased Premises shall be used and occupied only for
the Purpose set forth in Section  1.3(a)  hereof,  except that no such use shall
(a) violate any certificate of occupancy or law, ordinance or other governmental
regulation,  or any covenants,  conditions or restrictions of record,  in effect
from time to time  affecting the Leased  Premises or the use thereof,  (b) cause
injury to the  improvements,  (c) cause the value or  usefulness  of the  Leased
Premises or any part  thereof to  diminish,  (d)  constitute a public or private
nuisance  or waste,  (e)  authorize  Tenant to use,  treat,  store or dispose of
hazardous or toxic materials on the Leased Premises, or (f) render the insurance
on the Leased Premises void or the insurance risk more hazardous.

            3.1  Prohibition of Use. If the use of the Leased Premises should at
any time  during  the Lease  term be  prohibited  by law or  ordinance  or other
governmental regulation, or be prevented by injunction,  this Lease shall not be
thereby terminated,  nor shall Tenant be entitled by reason thereof to surrender
the Leased  Premises or to any  abatement or  reduction  in rent,  nor shall the
respective obligations of the parties hereto be otherwise affected.


                                     Page 1
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                                    IV. RENT

            4.0 Annual Base Rent.  Beginning with the Commencement  Date, Tenant
shall pay to or on behalf of  Landlord,  Annual Base Rent.  The Annual Base Rent
shall be  $150,000.00,  and shall be payable monthly in advance on the first day
of every month in the amount of $12,500.00 (the "Monthly Rent").  In addition to
payment of all other sums due under this  Lease,  the Tenant  shall also pay all
sales,  use and excise tax levied,  assessed or payable,  on all amounts payable
under this Lease (which taxes shall be paid to Landlord  along with each monthly
installment  of rent),  or on, or on  account  of,  the  leasing  of the  Leased
Premises  to Tenant  In  addition  to the  Annual  Base  Rent,  Tenant  shall be
responsible  for payment of all of the  expenses in  connection  with the Leased
Premises,  including,  without limitation,  all taxes, maintenance,  repairs and
restorations,  whether ordinary or extraordinary,  insurance, operating expenses
and all other expenses of any kind whatsoever  relating to the Leased  Premises,
as such amounts may be changed from time to time  (collectively  the  "Operating
Expenses").  Annual  Base  Rent,  additional  rent  and  other  charges  payable
hereunder (collectively "Rent") shall be paid on or before the due date.

            All  payments by Tenant shall be made  without  deduction,  set off,
discount or abatement in lawful money of the United States.

                                 V. IMPOSITIONS

            5.0 Payment by Tenant. Tenant shall pay as "Additional Rent" for the
Leased Premises, all taxes and assessments, general and special, water rates and
all other  impositions,  ordinary  and  extraordinary,  of every kind and nature
whatsoever,  that may be levied, assessed, charged or imposed during the term of
the  Lease  upon  the  Leased  Premises,  or  any  part  thereof,  or  upon  any
improvements at any time situated  thereon,  including without  limitation,  any
assessment by any  association of owners of property in the complex of which the
Leased  Premises  are a part.  Impositions  shall  also  include  fees and costs
incurred  by  Landlord  during or prior to the  Lease  term for the  purpose  of
contesting or protesting tax  assessments or rates,  to the extent such fees and
costs relate to savings  realized during the term of the Lease and any extension
thereof.  Tenant  may take the  benefit  of the  provisions  of any  statute  or
ordinance  permitting  any  assessment  to be paid over a period  of years,  and
Tenant shall be obligated to pay only those installments  falling due during the
term of this Lease.  In the event that the fee mortgagee  requires that taxes or
insurance  be paid in escrow,  Tenant  agrees to pay such items in escrow to the
Landlord or as if so  directed,  to the fee  mortgagee.  If at a time during the
term of this Lease during which the Tenant shall not be paying escrows under the
preceding  sentence,  Tenant shall fail to timely pay prior to their  respective
due date (being  that date  before  which any  interest  or  penalties  would be
assessed or accrue by reason of late payment),  or if Tenant shall be default in
any of its  monetary  obligations  under  this  Lease,  then  and in any of such
events, upon ten business days written from Landlord,  Tenant shall be obligated
to establish,  and thereafter pay to Landlord on a monthly basis an amount equal
to 1/12th of the annual  Impositions  as determined by Landlord so that Landlord
will have  available  thirty days prior to the respective due date the amount of
the Imposition then next due to the respective taxing or billing  authority.  In
the event that there  shall be any  shortfall  in the amount  estimated,  Tenant
shall pay such  deficiency  within five  business  days' notice of same.  Tenant
shall be required to pay such amount to Landlord as  previously  required  until
notified by Landlord that a different amount shall be due each month. All monies
payable by Tenant  under this  Section 5.0 shall be deemed  items of  additional
rent due under this Lease.  For purposes of this Section  5.0,  Impositions  may
include  premiums  for  insurance  required  to be carried by Tenant  under this
Lease.

            5.1 Alternative Taxes. If at any time during the term of this Lease,
the method of taxation  prevailing at the  commencement of the term hereof shall
be altered so that any new tax, assessment,  levy,  imposition or charge, or any
part  thereof,  shall be  measured  by or be based in whole or in part  upon the
Lease, or the Leased Premises, or the Annual Base Rent, additional rent or other
income therefrom,  and shall be imposed upon the Landlord,  then all such taxes,
assessments, levies, impositions, or charges, or the part thereof, to the extent
that they are so  measured or based,  shall be deemed to be included  within the
term  Impositions  for the purposes  hereof to the extent that such  Impositions
would be payable if the  Leased  Premises  were the only  property  of  Landlord
subject to such  Impositions,  and Tenant  shall pay and  discharge  the same as
herein  provided  in  respect  of the  payment of  Impositions.  There  shall be
excluded from  Impositions all federal income taxes,  state and local net income
taxes,  federal  excess  profit taxes,  franchise,  capital stock and federal or
state estate or inheritance taxes of Landlord.

            5.2 Evidence of Payment.  Tenant shall deliver to Landlord duplicate
receipts and canceled  checks and wire  confirmations,  or  photocopies  thereof
showing  the  payments  of  all  Impositions,  within  thirty  (30)  days  after
respective payments evidenced thereby.

            5.3 Right to  Contest.  Subject to the prior  consent of  Landlord's
mortgagee,  if such  consent  shall  be  required  under  the  terms  of any fee
mortgage,  Tenant shall not be required to pay any  Imposition or charge upon or
against the Leased  Premises,  or any part thereof,  or the  improvements at any
time situated  thereon,  so long as the Tenant shall, in good faith and with due
diligence,  at its  sole  cost and  expense,  contest  the same or the  validity
thereof by appropriate legal proceeding,  which proceeding shall have the effect
of preventing the collection of the Imposition or charge so contested;  provided
that pending any such legal proceedings Tenant shall give Landlord such security
as may be deemed satisfactory to Landlord to insure payment of the amount of the
Imposition or charge,  and all interest and penalties  thereon.  If, at any time
during the continuance of such contest,  the Leased Premises or any part thereof
is, in the judgment of Landlord,  in imminent danger of being forfeited or lost,
Landlord may use such security for the payment of such Imposition.

            5.4 Triple Net Lease.  This Lease is a triple net lease with  Tenant
being  obligated to pay for all expenses  associated  with the  operation,  use,
maintenance,  repair and  restoration  and  ownership of the  Property,  whether
ordinary or  extraordinary of any nature or character  whatsoever  ("Operational
Expenses"), excluding only debt service (including, without limitation, interest
and principal) due on account of Landlord's fee mortgages. Tenant shall make all
payments for Operational Expenses before same shall become delinquent.  Payments
for Operational  Expenses shall be deemed  Additional Rent due under this Lease,
the  non-payment or late payment of which shall be treated in the same manner as
if it were Rent due hereunder.


                                     Page 2
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                        VI. RISK ALLOCATION AND INSURANCE

            6.0 Allocation of Risks. The parties desire, to the extent permitted
by law, to allocate certain risks of personal injury,  bodily injury or property
damage,  and  risks of loss of real or  personal  property  by  reason  of fire,
explosion or other casualty,  and to provide for the responsibility for insuring
those risks.  It is the intent of the parties  that,  to the extent any event is
insured for or required  herein to be insured  for,  any loss,  cost,  damage or
expense arising from such event, including,  without limitation,  the expense of
defense against claims or suits, be paid out of insurance, without regard to the
fault of Tenant, its officers, employees or agents ("Tenant Protected Parties"),
and  without  regard  to the  fault of  Landlord,  its  partners,  shareholders,
members,  agents,   directors,   officers  and  employees  ("Landlord  Protected
Parties").  As between Landlord  Protected Parties and Tenant Protected Parties,
such risks are allocated as follows:

            (a)   Tenant shall bear the risk of bodily injury,  personal  injury
                  or  death,  or  damage  to the  property,  of  third  persons,
                  occasioned  by  events   occurring  on  or  about  the  Leased
                  Premises,  regardless of the party at fault.  Such risks shall
                  be insured as provided in Section 6.1(a).

            (b)   Tenant  shall bear the risk of damage to the  improvements  on
                  the Leased Premises and to Tenant's contents,  trade fixtures,
                  machinery, equipment, furniture, and furnishings in the Leased
                  Premises  arising  out of loss by the  events  required  to be
                  insured against pursuant to Sections 6.1(b), (d), (e) and (g).

Notwithstanding the foregoing,  if and to the extent that any loss occasioned by
any event of the type  described in Section  6.0(a)  exceeds the coverage or the
amount of  insurance  required to be carried  under that Section or such greater
coverage or amount of insurance as is actually carried, or results from an event
not required to be insured against or not actually insured  against,  the Tenant
shall pay the amount not actually covered.

            6.1 Tenant's  Insurance.  Tenant shall procure and maintain policies
of insurance, at its own cost and expense, insuring:

            (a)   The  Landlord  Protected  Parties (as "named  insureds"),  and
                  Landlord's mortgagee, if any, of which Tenant is given written
                  notice, and Tenant Protected Parties, from all claims, demands
                  or actions made by or on behalf of any person or persons, firm
                  or corporation and arising from,  related to or connected with
                  the Leased  Premises,  for bodily injury to or personal injury
                  to or death of any person, or more than one (1) person, or for
                  damage to property in an amount of not less than $3,000,000.00
                  combined single limit per occurrence/aggregate. Such insurance
                  shall be written on an "occurrence" basis and not on a "claims
                  made"  basis.  If at any time  during the term of this  Lease,
                  Tenant owns or rents more than one location,  the policy shall
                  contain an endorsement to the effect that the aggregate  limit
                  in the policy shall apply separately to each location owned or
                  rented by Tenant.  Landlord shall have the right,  exercisable
                  by giving written notice thereof to Tenant,  to require Tenant
                  to increase such limit if, in Landlord's  reasonable judgment,
                  the amount  thereof is  insufficient  to protect the  Landlord
                  Protected  Parties and Tenant Protected Parties from judgments
                  that might result from such claims, demands or actions.

            (b)   The improvements at any time situated upon the Leased Premises
                  against loss or damage by fire,  lightning,  wind storm,  hail
                  storm, aircraft,  vehicles,  smoke,  explosion,  riot or civil
                  commotion  as  provided  by the  Standard  Fire  and  Extended
                  Coverage Policy and all other risks of direct physical loss as
                  insured against under Special Form ("all risk" coverage).  The
                  insurance coverage shall be for not less than 100% of the full
                  replacement  cost  of such  improvements  with  agreed  amount
                  endorsement, and building ordinance coverage, all subject only
                  to such  deductibles as Landlord shall  reasonably  approve in
                  writing.  The full replacement  cost of improvements  shall be
                  designated annually by Landlord, in the good faith exercise of
                  Landlord's  judgment.  In the event that Tenant does not agree
                  with  Landlord's  designation,  Tenant shall have the right to
                  submit  the  matter  to  an  insurance  appraiser   reasonably
                  selected by  Landlord  and paid for by Tenant.  The  insurance
                  appraiser shall submit a written  appraisal report and if that
                  report  discloses  that the  improvements  are not  insured as
                  therein  required,  Tenant shall promptly obtain the insurance
                  required.  Landlord  shall  be named  as the  insured  and all
                  proceeds  of  insurance  shall be  payable to  Landlord.  Such
                  insurance  shall contain an endorsement  waiving the insurer's
                  right of subrogation  against any Landlord  Protected Party or
                  any Tenant Protected  Party,  provided that such waiver of the
                  right of subrogation  shall not be operative in any case where
                  the effect thereof is to invalidate such insurance coverage or
                  increase the cost thereof (except that either party shall have
                  the right,  within thirty (30) days following  written notice,
                  to pay such  increased  cost,  thereby  keeping such waiver in
                  full force and effect).

            (c)   INTENTIONALLY OMITTED

            (d)   Flood and windstorm insurance.

            (e)   All   contents  and  Tenant's   trade   fixtures,   machinery,
                  equipment, furniture and furnishings in the Leased Premises to
                  the extent of one hundred percent (100%) of their  replacement
                  cost under Standard Fire and Extended  Coverage Policy and all
                  other risks of direct  physical loss as insured  against under
                  Special  Form ("all  risk"  coverage).  Such  insurance  shall
                  contain  an  endorsement   waiving  the  insurer's   right  of
                  subrogation  against any Landlord  Protected  Party,  provided
                  that  such  waiver of the  right of  subrogation  shall not be
                  operative  in  any  case  where  the  effect   thereof  is  to
                  invalidate  such  insurance  coverage  or  increase  the  cost
                  thereof  (except that  Landlord  shall have the right,  within
                  thirty  (30)  days  following  written  notice,  to  pay  such
                  increased cost,  thereby keeping such waiver in full force and
                  effect).

            (f)   Tenant  Protected  Parties  from  all  workers'   compensation
                  claims.


                                     Page 3
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            (g)   Landlord  and  Tenant  against  breakage  of all  plate  glass
                  utilized in the improvements.

            (h)   All such  insurance  shall be written by  insurance  companies
                  having a rating of not less than A.M. Best AAA plus or better,
                  or  such  higher  rating  as may  be  required  by  Landlord's
                  mortgagee.

      To the extent that Landlord's mortgage may require additional or increased
coverages, Tenant shall provide such coverages.

            6.2 Form of Insurance.  All of the aforesaid  insurance  shall be in
responsible companies. The insurer and the form, substance and amount (where not
stated  above)  shall be  satisfactory  from  time to time to  Landlord  and any
mortgagee of Landlord, and shall unconditionally  provide that it is not subject
to  cancellation  or  non-renewal  except  after at least thirty (30) days prior
written notice to Landlord and any mortgagee of Landlord.  Originals of Tenant's
insurance policies (or certificates thereof satisfactory to Landlord),  together
with  satisfactory  evidence  of  payment  of the  premiums  thereon,  shall  be
deposited with Landlord at the  Commencement  Date and renewals thereof not less
than thirty (30) days prior to the end of the term of such coverage.

            6.3 Fire  Protection.  Tenant shall conform with all applicable fire
codes of any  governmental  authority,  and with the  rules and  regulations  of
Landlord's fire  underwriters  and their fire protection  engineers,  including,
without  limitation,  the  installation of adequate fire  extinguishers.  In the
event that the Leased Premises are served by a sprinkler system, Tenant will, at
all  times  during  the  entire  Lease  term,  cause  the same to be served by a
sprinkler  monitoring  system  connected  to the local fire  department  or to a
qualified  monitoring  service approved by Landlord;  if, as of the Commencement
Date,  such a sprinkler  monitoring  system is not installed  and/or  connected,
Tenant shall, at its sole cost and expense, install such a monitoring system and
cause it to be so connected.

                           VII. DAMAGE OR DESTRUCTION

            7.0 Tenant's  Obligation  to Rebuild.  In the event of damage to, or
destruction of, any improvements on the Leased Premises,  or of the fixtures and
equipment  therein,  by fire or other casualty,  Tenant shall  promptly,  at its
expense,  repair, restore or rebuild the same to the condition existing prior to
the happening of such fire or other  casualty;  provided,  however,  that if the
damage or  destruction  is material  and  substantial,  Landlord  shall have the
right,  subject to the consent of any first  mortgagee  whose consent thereto is
required,  to  terminate  this  Lease,  effective  on the date of such damage or
destruction,  by giving  written notice thereof to Tenant within sixty (60) days
after the event causing the damage or destruction.  Rent shall not be reduced or
abated during the period of such repair,  restoration or rebuilding  even if the
improvements are not tenantable.

            7.1  Preconditions  to  Rebuilding.  Before  Tenant  commences  such
repairing,  restoration  or rebuilding  involving an estimated cost of more than
Ten Thousand Dollars ($10,000.00),  plans and specifications therefor,  prepared
by a licensed architect  satisfactory to Landlord shall be submitted to Landlord
(and if applicable,  Landlord's mortgagee) for approval and Tenant shall furnish
to Landlord  (a) an estimate of the cost of the proposed  work,  certified to by
that architect;  (b) satisfactory evidence of sufficient contractor's commercial
general liability  insurance  covering Landlord,  builder's risk insurance,  and
worker's compensation insurance; (c) a performance,  completion and payment bond
and sub guard insurance, satisfactory in form and substance to Landlord; and (d)
such other security as Landlord may require to insure payment for the completion
of all work free and clear of liens.

            7.2 Payment for Rebuilding.  Provided that the insurer does not deny
liability  as to the  insureds,  and  provided  Tenant  is not  then in  default
hereunder, all sums arising by reason of loss under the insurance referred to in
Section 6.1(b),  shall be deposited with the Depositary (as hereinafter defined)
to be available to Tenant for the work. Tenant shall deposit with the Depositary
any excess cost of the work over the amount held by the  Depositary  as proceeds
of the insurance within thirty (30) days after the date of the  determination of
the cost of the work by the architect in accordance  with Section  7.1(a) or, if
the insurer has denied  liability  as to the  insureds,  or if Tenant is then in
default hereunder,  then Tenant shall deposit the full amount of the cost of the
work  with  the  Depositary.  Tenant  shall  diligently  pursue  the  repair  or
rebuilding of the improvements in a good and workmanlike  manner using only high
quality union workers and materials.  The Depositary  shall pay out construction
funds from time to time on the written direction of the architect  provided that
the  Depositary  and  Landlord  shall first be  furnished  with waivers of lien,
contractors,  and subcontractors sworn statements and other evidence of cost and
payments so that the Depositary can verify that the amounts  disbursed from time
to time are  represented  by completed and in-place  work,  and that the work is
free and clear of possible  mechanics  liens. No payment made prior to the final
completion  of the work shall exceed  ninety  percent  (90%) of the value of the
work  completed  and in place  from time to time.  At all times the  undisbursed
balance remaining in the hands of Depositary shall be at least sufficient to pay
for the cost of completion of the work free and clear of liens;  any  deficiency
shall be paid into the Depositary by Tenant.  Depositary,  as used herein, shall
be any first  mortgagee of the Leased  Premises,  or the Landlord if there is no
first mortgagee of the Leased Premises or if such first mortgagee has refused to
act as Depositary.  Selection of the  Depositary  shall be subject to Landlord's
mortgagee's  approval,  if such approval is required  under the terms of the fee
mortgage.

            7.3 Excess Receipts by Depositary. Any excess of money received from
insurance  remaining  with the  Depositary  after the  repair or  rebuilding  of
improvements  shall be paid to Landlord to be held in a reserve for  replacement
account.  In the event that there are any funds remaining in such account at the
end of the term of this Lease, said funds shall be released to Landlord.


                                     Page 4
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            7.4 Failure to Rebuild. If Tenant shall not enter upon the repair or
rebuilding of the  improvements  within a period of sixty (60) days after damage
or destruction by fire or otherwise, and prosecute the same thereafter with such
dispatch as may be necessary  to complete  the same within a  reasonable  period
after the damage or destruction  occurs,  not to exceed one hundred eighty (180)
days after the date of  commencement  of such  repair or  rebuilding,  then,  in
addition to whatever other  remedies  Landlord may have either under this Lease,
at law or in equity,  the money  received by and then  remaining in the hands of
the  Depositary  shall be paid to and  retained by Landlord as security  for the
continued  performance  and  observance by Tenant of the Tenant's  covenants and
agreements hereunder,  or Landlord may terminate this Lease and then be paid and
retain the amount so held as either, in Landlord's sole and absolute  discretion
(i)  liquidated  damages  resulting  from the  failure  on the part of Tenant to
comply with the  provisions of this Article,  or (ii) as partial  damages in the
event that the damages are in excess of such funds.

                               VIII. CONDEMNATION

            8.0 Taking of Whole.  If the whole of the Leased  Premises  shall be
taken or condemned  for a public or  quasi-public  use or purpose by a competent
authority, or if such a portion of the Leased Premises shall be so taken that as
a result  thereof  the  balance  cannot  be used for the same  purpose  and with
substantially the same utility to Tenant as immediately prior to such taking, or
if the taking is material and  substantial  and Landlord  elects (subject to the
consent of any first  mortgagee  whose consent thereto is required) to terminate
this Lease,  which  election  shall be made by giving  written notice thereof to
Tenant  within thirty (30) days after  delivery of possession to the  condemning
authority,  then in any of such events,  the Lease shall terminate upon delivery
of  possession  to the  condemning  authority,  and any award,  compensation  or
damages  (hereinafter  sometimes called the "Award") shall be paid to and be the
sole property of Landlord  whether the Award shall be made as  compensation  for
diminution  of the  value  of the  leasehold  estate  or the  fee of the  Leased
Premises or  otherwise  and Tenant  hereby  assigns to Landlord  all of Tenant's
right,  title and  interest  in and to any and all of the  Award.  Tenant  shall
continue  to pay Rent  until the Lease is  terminated  and any  Impositions  and
insurance  premiums prepaid by Tenant or any unpaid Impositions or other charges
that accrue prior to the termination, shall be adjusted between the parties.

            8.1 Partial  Taking.  If only a part of the Leased Premises shall be
so taken or condemned,  but the Lease is not terminated  pursuant to Section 8.0
hereof,  Tenant,  at its sole cost and  expense,  shall  repair and  restore the
Leased  Premises and all  improvements  thereon.  There shall be no abatement or
reduction  in any Rent  because of such  taking or  condemnation.  Tenant  shall
promptly and  diligently  proceed to make a complete  architectural  unit of the
remainder of the improvements, complying with the procedure set forth in Section
7.1. For such purpose, and provided Tenant is not then in default hereunder, the
amount of the Award  relating to the  improvements  shall be deposited  with the
Depositary (as defined in Section 7.2 hereof), which shall disburse the Award to
apply toward the cost of repair or restoration in accordance  with the procedure
set forth in Section 7.2. If Tenant does not make a complete  architectural unit
of the  remainder  of the  improvements  within a  reasonable  period after such
taking or  condemnation,  not to exceed one hundred eighty (180) days,  then, in
addition to whatever other  remedies  Landlord may have either under this Lease,
at law or in equity,  the money received by and then remaining in the custody of
the  Depositary  shall,  at  Landlord's  election  be  paid to and  retained  by
Landlord,  as liquidated damages resulting from failure of Tenant to comply with
the  provisions of this Section.  Any portion of the Award as may not have to be
expended for such repairing or restoration shall be paid to Landlord.

                         IX. MAINTENANCE AND ALTERATIONS

            9.0 Maintenance.

            (a) Tenant shall keep and maintain the entire  exterior and interior
of the Leased Premises, specifically including, without limitation, the heating,
ventilating and air conditioning  equipment,  lawn, sprinkler and plumbing,  the
driveways,  parking area and the roof,  in good  condition  and repair.  As used
herein,  each and every obligation of Tenant to keep,  maintain and repair shall
include,  without  limitation,  all ordinary and  extraordinary  structural  and
nonstructural  repairs and replacements.  As to any repairs costing in excess of
$5,000.00,  and as to any replacements  whatsoever,  Tenant shall, in connection
therewith,  comply with the requirements of Section 9.1(b) hereof.  Tenant shall
keep  the  Leased   Premises   from  falling   temporarily   out  of  repair  or
deteriorating.  Tenant shall further keep and maintain the  improvements  at any
time situated upon the Leased  Premises,  the parking area and all sidewalks and
areas adjacent thereto,  safe,  secure,  clean and sanitary  (including  without
limitation,  planting  and  replacing  flowers and  landscaping,  and  necessary
interior  painting,  and carpet  cleaning at least once each year),  and in full
compliance with all health,  safety and police regulations in force.  Nothing in
Section 1.3(a) shall be deemed to limit Tenant's  obligations under this Section
9.0(a).

            (b) Without  limiting  Tenant's  obligations  under  Section  9.0(a)
hereof,  Tenant shall, at all times during the term of this Lease, have and keep
in force a maintenance contract,  in form and with a contractor  satisfactory to
Landlord,  providing for  inspection at least once each calendar  quarter of the
heating,  air  conditioning and ventilating  equipment  (which  inspection shall
encompass  the work  described  on  Schedule I  attached  hereto and made a part
hereof), and providing for necessary repairs thereto. The contract shall provide
that it will not be cancelable  by either party thereto  except upon thirty (30)
days' prior written notice to Landlord.


                                     Page 5
<PAGE>

            9.1 Alterations.

            (a) Tenant shall make all  alterations,  additions and  improvements
(hereinafter   "Alterations")  on  the  Leased  Premises,  and  on  and  to  the
improvements,  parking areas, sidewalks, and equipment thereon,  required by any
governmental authority or quasi-governmental  authority, or any law, rule, code,
regulation,  including, without limitation, any building, fire, environmental or
zoning  ordinances,  or that  may be made  necessary  by the act or  neglect  of
Tenant,  its  employees,   agents  or  contractors,  or  any  persons,  firm  or
corporation,  claiming by,  through or under  Tenant.  Except as provided in the
immediately preceding sentence, Tenant shall not create any openings in the roof
or exterior walls or make any other  Alterations to the Leased Premises  without
Landlord's prior written consent, which consent Landlord may, in its discretion,
withhold.

            (b) As to any  Alterations  that  Tenant is  required  hereunder  to
perform or to which Landlord  consents,  and as to any repairs costing in excess
of $5,000.00, and as to any replacements whatsoever, or as to any work performed
pursuant  to  Article  XVIII  hereof,  such  work  shall be  performed  with new
materials,  in a good and workmanlike manner,  strictly in accordance with plans
and  specifications  therefor  first  approved  in  writing by  Landlord  and in
accordance with all applicable laws and ordinances.  Tenant shall,  prior to the
commencement of such work,  deliver to Landlord copies of all required  permits.
At  Landlord's  option  (exercised  by notice in writing from Landlord to Tenant
given  within  ten  (10)  days  after  Landlord   receives  Tenant's  plans  and
specifications),  such work shall be performed  by  employees of or  contractors
employed by Landlord,  at Tenant's  expense.  Tenant  shall  permit  Landlord to
monitor  construction  operations in connection with such work, and to restrict,
as may  reasonably be required,  the passage of workers and  materials,  and the
conducting of construction activity in order to avoid unreasonable disruption to
Landlord  or to other  parties or other  damage to the Leased  Premises.  Tenant
shall pay to Landlord,  for Landlord's overhead in connection with performing or
monitoring  such work,  a sum equal to ten percent  (10%) of Tenant's  costs for
such work.  Upon  completion of any such work by or on behalf of Tenant,  Tenant
shall provide  Landlord with such documents as Landlord may require  (including,
without limitation,  sworn contractors'  statements and supporting lien waivers)
evidencing  payment in full for such work, and "as built" working  drawings.  In
the event Tenant performs any work not in compliance with the provisions of this
Section  9.1(b),  Tenant shall,  upon written notice from Landlord,  immediately
remove such work and restore the Leased Premises to their condition  immediately
prior to the  performance  thereof.  If Tenant  fails so to remove such work and
restore the Leased  Premises as aforesaid,  Landlord may, at its option,  and in
addition to all other rights or remedies of Landlord under this Lease, at law or
in equity,  enter the Leased  Premises and perform such obligation of Tenant and
Tenant  shall  reimburse   Landlord  for  the  cost  to  the  Landlord  thereof,
immediately upon being billed therefor by Landlord. Such entry by Landlord shall
not be deemed an eviction or  disturbance  of Tenant's use or  possession of the
Leased Premises nor render Landlord liable in any manner to Tenant.

                          X. ASSIGNMENT AND SUBLETTING

            10.0 Consent Required.

            (a) Tenant shall not, without Landlord's prior written consent,  (i)
assign,  convey or mortgage this Lease or any interest under it; (ii) sublet the
Leased Premises or any part thereof; (iii) amend a sublease previously consented
to by Landlord;  or (iv) permit the use or  occupancy of the Leased  Premises or
any part thereof by anyone other than Tenant.  If Tenant  proposes to assign the
Lease or enter into any sublease of the Leased  Premises,  Tenant shall  deliver
written  notice  thereof  to  Landlord,  together  with a copy  of the  proposed
assignment  or  sublease  agreement  at  least  thirty  (30)  days  prior to the
effective date of the proposed assignment,  or the commencement date of the term
of the proposed sublease. Any proposed assignment or sublease shall be expressly
subject  to all of the  terms,  conditions  and  covenants  of this  Lease.  Any
proposed  assignment shall contain an express written  assumption by assignee of
all of Tenant's  obligations  under this Lease. Any proposed  sublease shall (i)
provide that the sublessee  shall procure and maintain  policies of insurance as
required of Tenant  under the terms of Section 6.1  hereof,  (ii)  provide for a
copy to Landlord of notice of default by either  party,  and (iii)  otherwise be
reasonably  acceptable in form to Landlord.  In the event that Tenant  exercises
the option to extend provided for in Article XX below,  then Tenant shall pay to
Landlord  one-half of any monthly  amounts paid by a subtenant to Tenant as rent
during the Renewal Period only (the "Subrental"),  above that amount of the Rent
(calculated  on a  monthly  basis)  for the  entire  Leased  Premises  which  is
proportionate  to the space  subleased to the subtenant.  As an example,  in the
event  that a  subtenant  subleases  twenty-five  percent  (25%)  of the  Leased
Premises  from the Tenant,  and the  monthly  rental  paid by the  Subtenant  is
$7500.00,  and the  Monthly  Rent paid by Tenant is  $14,500.00  plus  Operating
Expenses  on a  monthly  basis are  $2,000.00,  then  take the  Monthly  Rent of
$14,500.00  plus  the  monthly  Operating  Expenses  of  $2000.00=   $16,500.00,
multiplied by  25%=$4125.00.  The $4125.00 is  subtracted  from the Subrental of
$7500.00=$3375.00,  half of which paid by the Tenant to the Landlord,  such that
the Tenant will pay the Landlord, as additional rental hereunder,  $1687.50 from
the Subrental  for the subject  month,  together  with Tenant's  payment of Rent
under the Lease. .

            (b)  Notwithstanding  the  provisions  of  subparagraph  (a)  above,
Landlord's consent to a subletting shall not unreasonably be withheld; in making
its determination as to whether to consent to any proposed or sublease, Landlord
may consider,  among other things, the  creditworthiness and business reputation
of the proposed assignee or subtenant,  the intended manner of use of the Leased
Premises by the proposed assignee or subtenant,  the estimated vehicular traffic
on or about the Leased Premises that would be generated by the proposed assignee
or  subtenant  or by its  manner of use of the  Leased  Premises,  and any other
factors that Landlord may reasonably  deem  relevant.  Tenant's  remedy,  in the
event that  Landlord  shall  unreasonably  withhold its consent to a subletting,
shall be limited to injunctive  relief or  declaratory  judgment and in no event
shall Landlord be liable for damages resulting therefrom. No consent by Landlord
to any  assignment or subletting  shall be deemed to be a consent to any further
assignment or subletting  or to any  sub-subletting.  With respect to a proposed
assignment,  conveyance or mortgaging of an interest in this Lease, Landlord may
grant or deny or  withhold  its consent  for any reason  whatsoever,  a set such
conditions  to its consent it may desire,  including,  without  limitation,  the
requirement  of the  payment  of a fee  for  such  consent  and  establishing  a
requirement of a security deposit under this Lease.


                                     Page 6
<PAGE>

            (c) In the event  that  Tenant  proposes  to assign  the Lease or to
enter  into a  sublease  of all or  substantially  all of the  Leased  Premises,
Landlord shall have the right, in lieu of consenting  thereto, to terminate this
Lease,  effective as of the  effective  date of the proposed  assignment  or the
commencement  date of the proposed  sublease,  as the case may be.  Landlord may
exercise such right by giving Tenant  written  notice thereof within twenty (20)
days after  receipt by Landlord of Tenant's  notice,  given in  compliance  with
Section 10.0(a)  hereof,  of the proposed  assignment or sublease.  In the event
that Landlord  exercises such right,  Tenant shall surrender the Leased Premises
on the  effective  date  of the  termination  and  this  Lease  shall  thereupon
terminate.  Landlord may, in the event of such  termination,  enter into a lease
with any proposed assignee or subtenant for the Leased Premises.

            (d) No  permitted  assignment  shall be  effective  and no permitted
sublease shall commence  unless and until any default by Tenant  hereunder shall
have been cured. No permitted assignment or subletting shall relieve Tenant from
Tenant's  obligations  and agreements  hereunder and Tenant shall continue to be
liable as a  principal  and not as a  guarantor  or surety to the same extent as
though no assignment or subletting had been made.

            10.1  Merger  or  Consolidation.   Tenant  may,  without  Landlord's
consent,  assign  this  Lease to any  corporation  resulting  from a  merger  or
consolidation  of the Tenant upon the following  conditions:  (a) that the total
assets and net worth of such assignee after such  consolidation  or merger shall
be equal to or more than that of Tenant  immediately prior to such consolidation
or merger;  (b) that  Tenant is not at such time in default  hereunder;  and (c)
that such successor shall execute an instrument in writing fully assuming all of
the obligations and  liabilities  imposed upon Tenant  hereunder and deliver the
same to Landlord prior to the effective date of such assignment.

            10.2  Voting  Control of  Tenant.  If Tenant is a  corporation,  the
shares of  which,  at the time of  execution  of this  Lease or during  the term
hereof are or shall be held by fewer than one hundred (100)  persons,  and if at
any time during the term of this Lease the persons,  firms or  corporations  who
own a majority or controlling  number of its shares at the time of the execution
of this Lease or following Landlord's consent to a transfer of such shares cease
to own such shares  (except as a result of  transfer by bequest or  inheritance)
and such  cessation  shall not first have been  approved in writing by Landlord,
then such  cessation  shall,  at the option of Landlord,  be deemed a default by
Tenant  under this  Lease.  In the event that the Tenant is a limited  liability
company, partnership or limited liability partnership, and if at any time during
the term of this Lease the persons,  firms or corporations who own a majority or
controlling  interest at the time of the  execution  of this Lease or  following
Landlord's  consent  to a transfer  of such  equity  interest  cease to own such
interests  (except as a result of transfer by bequest or  inheritance)  and such
cessation  shall not first have been approved in writing by Landlord,  then such
cessation shall, at the option of Landlord,  be deemed a default by Tenant under
this Lease.

            10.3 Other  Transfer of Lease.  Tenant shall not allow or permit any
transfer of this Lease,  or any  interest  hereunder,  by  operation  of law, or
mortgage,  pledge,  encumber  or  permit a lien on this  Lease  or any  interest
herein.

                           XI. LIENS AND ENCUMBRANCES

            11.0  Encumbering  Title.  Tenant shall not do any act that shall in
any way encumber the title of Landlord in and to the Leased Premises,  nor shall
the interest or estate of Landlord in the Leased  Premises in any way be subject
to any  claim by way of lien or  encumbrance,  whether  by  operation  of law or
virtue of any express or implied contract by Tenant. Any claim to, or lien upon,
the Leased Premises arising from any act or omission of Tenant shall accrue only
against the leasehold  estate of Tenant and shall be subject and  subordinate to
the paramount title and rights of Landlord in and to the Leased Premises.

      In  addition,  Tenant  shall  make  full and  prompt  payment  of all sums
necessary to pay for the cost of repairs, alterations, improvements, changes, or
other  work  done by Tenant  to the  Leased  Premises.  Tenant  shall  indemnify
Landlord against all such costs and liabilities  incurred by Tenant, and against
all  construction  liens  arising out of any such work,  which may be  asserted,
claimed,  or charged against  Landlord or the Leased  Premises.  Notwithstanding
anything to the  contrary in this Lease,  the interest of Landlord in the Leased
Premises shall not be subject to liens for  improvements  made by or for Tenant,
whether or not the same shall be made or done in  accordance  with this Lease or
otherwise.  In no event shall Landlord or the interest of Landlord in the Leased
Premises  be  liable  for,  or  subjected   to,  any  liens  under  the  Florida
Construction  Lien Law for  improvements  or work made by or for Tenant.  In the
event any  notice or claim of lien  shall be  asserted  of  record  against  the
interest  of Landlord in the Leased  Premises on account of any  improvement  or
work done by or for Tenant or any person claiming by, through,  or under Tenant,
or the cost of which is the  responsibility  of Tenant,  Tenant  shall have such
notice or claim of lien canceled and discharged of record as a claim against the
interest of Landlord in the Leased Premises  (either by payment and satisfaction
or by removal by transfer to bond or deposit as permitted by law) within 10 days
after  notice to Tenant by  Landlord.  Any fees and costs  incurred  by Landlord
resulting  from a lien as described in this Section 11.0 shall  promptly be paid
by Tenant, including attorney's fees.

            11.1 Liens and Right to Contest.  Tenant shall not permit the Leased
Premises to become subject to any mechanics', laborers' or materialmen's lien on
account  of labor or  material  furnished  to  Tenant  or  claimed  to have been
furnished  to  Tenant in  connection  with work of any  character  performed  or
claimed to have been performed on the Leased Premises by, or at the direction or
sufferance  of Tenant;  provided,  however,  that Tenant shall have the right to
contest, in good faith and with reasonable  diligence,  the validity of any such
lien or claimed  lien if Tenant shall give to Landlord  such  security as may be
deemed  satisfactory  to Landlord to assure  payment  thereof and to prevent any
sale, foreclosure,  or forfeiture of the Leased Premises by reason of nonpayment
thereof;  provided further, that on final determination of the lien or claim for
lien, Tenant shall immediately pay any judgment rendered,  with all proper costs
and charges, and shall have the lien released and any judgment satisfied.


                                     Page 7
<PAGE>

                                 XII. UTILITIES

            12.0  Utilities.   Tenant  shall  purchase  all  utility   services,
including but not limited to fuel,  water,  sewerage and  electricity,  from the
utility or municipality  providing such service, and shall pay for such services
when such payments are due.

                                 XIII. INDEMNITY

            13.0  Indemnity.  Tenant will  protect,  indemnify and save harmless
Landlord  Protected  Parties  (as  defined in Section  6.0) from and against all
liabilities,  obligations,  claims, damages,  penalties, causes of action, costs
and expenses  (including  without  limitation,  reasonable  attorneys'  fees and
expenses) imposed upon or incurred by or asserted against the Landlord Protected
Parties  or any of them by  reason of (i) any  failure  on the part of Tenant to
perform or comply with any of the terms of this Lease;  or (ii)  performance  of
any labor or services or the  furnishing of any  materials or other  property in
respect of the Leased Premises or any part thereof.  In case any action, suit or
proceeding is brought against the Landlord  Protected  Parties or any of them by
reason of any  occurrence  described  in this  Section  13.0,  Tenant  will,  at
Tenant's  expense,  by counsel  approved  by  Landlord,  resist and defend  such
action, suit or proceeding,  or cause the same to be resisted and defended.  The
obligations  of Tenant under this Section 13.0 shall  survive the  expiration or
earlier termination of this Lease.


                                     Page 8
<PAGE>

                        XIV. RIGHTS RESERVED TO LANDLORD

            14.0 Rights Reserved to Landlord.  Without limiting any other rights
reserved  or  available  to  Landlord  under  this  Lease,  at law or in equity,
Landlord,  on behalf of itself and Landlord  reserves the following rights to be
exercised at Landlord's election:

            (a)   To change the street address of the Leased Premises;

            (b)   To inspect the Leased Premises and to make repairs,  additions
                  or alterations to the Leased Premises;

            (c)   To  show  the  Leased  Premises  to  prospective   purchasers,
                  mortgagees,  or other persons having a legitimate  interest in
                  viewing the same;

            (d)   During the last year of the Lease term,  to place and maintain
                  the usual "For Rent" sign in or on the Leased Premises;

            (e)   If Tenant shall  theretofore  have vacated the Leased Premises
                  (but not earlier  than during the last ninety (90) days of the
                  Lease term), to decorate,  remodel, repair, alter or otherwise
                  prepare the Leased Premises for new occupancy; and

            (f)   To place and maintain "For Sale" signs on the Leased  Premises
                  and on the exterior of the building on the Leased Premises.

Landlord may enter upon the Leased Premises for any and all of such purposes and
may exercise any and all of the foregoing rights hereby reserved,  during normal
business  hours unless an emergency  exists,  without being deemed guilty of any
eviction or  disturbance  of Tenant's use or possession of the Leased  Premises,
and without being liable in any manner to Tenant.

                               XV. QUIET ENJOYMENT

            15.0 Quiet  Enjoyment.  So long as no Event of Default of Tenant has
occurred,  Tenant's quiet and peaceable  enjoyment of the Leased  Premises shall
not be disturbed or  interfered  with by Landlord or by any person  claiming by,
through or under Landlord.

                        XVI. SUBORDINATION OR SUPERIORITY

            16.0 Subordination or Superiority. If the mortgagee or trustee named
in any mortgage or trust deed hereafter made shall agree that, if it becomes the
owner of the Leased Premises by foreclosure or deed in lieu of  foreclosure,  it
will recognize the rights and interest of Tenant under the Lease and not disturb
Tenant's use and occupancy of the Leased  Premises if and so long as no Event of
Default of Tenant has occurred (which agreement may, at such mortgagee's option,
require attornment by Tenant),  then this Lease and all of the rights, title and
interests  of Tenant under this Lease shall be subject and  subordinate  to such
mortgage  or trust  deed  and to any and all  advances  to be made or  permitted
thereunder,   and  to  all  interest   accruing   thereon,   and  all  renewals,
replacements,    modifications,    consolidations   and   extensions    thereof.
Notwithstanding the foregoing,  in the event that Landlord intends to enter into
mortgage  financing  with an  institutional  fee mortgagee  (the  "Institutional
Mortgagee"),  and such  Institutional  Mortgagee  requires  that  this  Lease be
subordinated to its mortgage,  and, after a good faith effort by Landlord (which
shall be deemed to be complied  with by Landlord  requesting  in  writing),  the
Institutional  Mortgagee is unwilling to enter into a non-disturbance  agreement
with Tenant,  then Landlord  shall so advise Tenant,  and thereafter  Tenant may
elect: (i) within ten business days written from Landlord of such unwillingness,
terminate  this Lease by giving  written  notice of such  election  to  Landlord
within such ten business day period, in which event the term of this Lease shall
be deemed to  expire on the last day of the month in which the  notice  shall be
given as if such date were the original expiration date of the term as set forth
in  Section  1.1  above,  or (ii) enter  into such  subordination  agreement  as
required by the Institutional Mortgagee, or failing to do same, then and in such
event this Lease and all of the rights, title and interests of Tenant under this
Lease shall be subject and subordinate to such mortgage or trust deed and to any
and all  advances  to be  made  or  permitted  thereunder,  and to all  interest
accruing thereon, and all renewals, replacements, modifications,  consolidations
and extensions  thereof.  Tenant agrees that it will, within ten (10) days after
demand in writing,  execute and deliver whatever  instruments may be required to
make the Lease  subject  and  subordinate  to such a  mortgage  or trust deed as
provided for under this Section 16.0. If Tenant fails to execute and deliver any
such  instrument,  Tenant does hereby make,  constitute and irrevocably  appoint
Landlord as its attorney in fact, in its name, place and stead so to do.


                                     Page 9
<PAGE>

                                 XVII. SURRENDER

            17.0  Surrender.  Upon the expiration of the term of this Lease,  or
upon  termination  of the Lease or of Tenant's right to possession of the Leased
Premises,  Tenant will at once  surrender  and  deliver up the Leased  Premises,
together  with all  improvements  thereon,  to Landlord,  broom  swept,  in good
condition and repair,  reasonable  wear and tear excepted;  conditions  existing
because of Tenant's failure to perform  maintenance,  repairs or replacements as
required  herein,  or because of Tenant's  particular use of the Leased Premises
(even if permitted  pursuant to Section 1.3(a)  hereof),  or because of Tenant's
failure to have in force a  maintenance  contract as required by Section  9.1(b)
hereof, shall not be deemed "reasonable wear and tear." As used herein, the term
"improvements"  shall  include,  without  limitation,  all  plumbing,  lighting,
electrical,  heating,  cooling and ventilating  fixtures and equipment,  and all
Alterations  (as that term is  defined  in Section  9.1  hereof)  whether or not
permitted  under  Section 9.1.  Tenant shall deliver to Landlord all keys to all
doors  therein.  All  Alterations,  temporary or permanent,  made in or upon the
Leased Premises by Tenant shall become Landlord's property and shall remain upon
the Leased Premises on any such termination without  compensation,  allowance or
credit to  Tenant,  provided,  however,  that  Landlord  shall have the right to
require Tenant to remove any  Alterations  and to restore the Leased Premises to
their  condition prior to the making of such  Alterations,  repairing any damage
occasioned  by such  removal and  restoration.  Such right shall be exercised by
Landlord giving written notice thereof to Tenant.  If Landlord  requires removal
of any Alterations and Tenant does not make such removal in accordance with this
Section at the time of  expiration of the term, or within thirty (30) days after
the  termination  of the Lease or of Tenant's  right to possession of the Leased
Premises,  whichever is  earliest,  Landlord may remove the same (and repair any
damage occasioned thereby), and dispose thereof or, at its election, deliver the
same to any other  place of  business of Tenant or  warehouse  the same.  Tenant
shall  pay the  costs of such  removal,  repair,  delivery  and  warehousing  to
Landlord on demand.

            17.1  Removal of Tenant's  Property.  Upon the  termination  of this
Lease by lapse of time,  Tenant  shall  remove  Tenant's  articles  of  personal
property incident to Tenant's business ("Trade  Fixtures");  provided,  however,
that Tenant  shall repair any injury or damage to the Leased  Premises  that may
result from such  removal,  and shall  restore  the Leased  Premises to the same
condition  as prior to the  installation  thereof.  If  Tenant  does not  remove
Tenant's  Trade  Fixtures from the Leased  Premises  prior to the  expiration or
earlier termination of the Lease term,  Landlord may, at its option,  remove the
same (and repair any damage  occasioned  thereby) and dispose thereof or deliver
the same to any other  place of business of Tenant or  warehouse  the same,  and
Tenant shall pay the cost of such removal,  repair,  delivery and warehousing to
Landlord  on demand,  or Landlord  may treat such Trade  Fixtures as having been
conveyed to Landlord with this Lease as a Bill of Sale,  without further payment
or credit by Landlord to Tenant.

            17.2 Holding  Over.  Tenant shall have no right to occupy the Leased
Premises  or any  portion  thereof  after the  expiration  of the Lease or after
termination of the Lease or of Tenant's right to possession  pursuant to Section
19.0  hereof.  In the event Tenant or any party  claiming  by,  through or under
Tenant holds over, Landlord may exercise any and all remedies available to it at
law or in equity to recover  possession of the Leased  Premises,  and to recover
damages.  For each and every  month or partial  month  that  Tenant or any party
claiming by,  through or under Tenant remains in occupancy of all or any portion
of the Leased Premises after the expiration of the Lease or after termination of
the Lease or Tenant's right to possession,  Tenant shall pay, as minimum damages
and not as a penalty,  monthly rental at a rate equal to double the rate of Rent
payable  by  Tenant  hereunder  immediately  prior  to the  expiration  or other
termination of the Lease or of Tenant's  right to possession.  The acceptance by
Landlord of any lesser sum shall be construed as a payment on account and not in
satisfaction of damages for such holding over. If the holding over occurs at the
expiration of the Lease term or by reason of a termination  by mutual  agreement
of the parties,  Landlord may, as an alternative remedy, elect that such holding
over shall constitute a renewal of this Lease for one (1) year at a rental equal
to 150% of the rate of Annual Base Rent payable  hereunder  immediately prior to
the expiration of the Lease,  and upon all of the other covenants and agreements
contained in this Lease.

                         XVIII. ENVIRONMENTAL CONDITIONS

            18.0  "Environmental  Condition" Defined. As used in this Lease, the
phrase "Environmental  Condition" shall mean: (a) any adverse condition relating
to  surface  water,  ground  water,  drinking  water  supply,  land,  surface or
subsurface  strata or the ambient air, and includes,  without  limitation,  air,
land and  water  pollutants,  noise,  vibration,  light  and  odors,  or (b) any
condition  that may  result  in a claim of  liability  under  the  Comprehensive
Environment Response  Compensation and Liability Act, as amended ("CERCLA"),  or
the Resource  Conservation and Recovery Act ("RCRA"),  or any claim of violation
of the Clean Air Act,  the Clean  Water Act,  the Toxic  Substance  Control  Act
("TSCA"),  or any claim of liability or of violation  under any federal  statute
hereafter  enacted  dealing with the  protection of the  environment or with the
health and safety of  employees or members of the general  public,  or under any
rule, regulation,  permit or plan under any of the foregoing,  or under any law,
rule or regulation now or hereafter promulgated by the state in which the Leased
Premises are located,  or any political  subdivision  thereof,  relating to such
matters (collectively "Environmental Laws").


                                    Page 10
<PAGE>

            18.1  Compliance by Tenant.  Tenant  shall,  at all times during the
Lease term, comply with all Environmental Laws applicable to the Leased Premises
and  shall  not,  in the use and  occupancy  of the  Leased  Premises,  cause or
contribute to, or permit or suffer any other party to cause or contribute to any
Environmental  Condition on or about the Leased  Premises.  Without limiting the
generality of the foregoing, Tenant shall not, without the prior written consent
of Landlord,  receive, keep, maintain or use on or about the Leased Premises any
substance as to which a filing with a local emergency  planning  committee,  the
State Emergency Response  Commission or the fire department having  jurisdiction
over the Leased Premises is required  pursuant to Section 311 and/or Section 312
of CERCLA, as amended by the Superfund Amendment and Reauthorization Act of 1986
("SARA")  (which  latter Act  includes  the  Emergency  Planning  and  Community
Right-To-Know Act of 1986); in the event Tenant makes a filing pursuant to SARA,
or maintains  substances  as to which a filing  would be required,  Tenant shall
simultaneously  deliver copies thereof to Landlord or notify Landlord in writing
of the presence of those substances.

            18.2  Environmental  Indemnity.  Tenant will protect,  indemnify and
save  harmless  the  Landlord  Protected  Parties (as  defined in Section  6.0),
Landlord and, if Landlord is a land trust,  the Trustee and its  beneficiary  or
beneficiaries,  and all of their  respective  agents,  directors,  officers  and
employees,  from and  against all  liabilities,  obligations,  claims,  damages,
penalties, causes of action, costs and expenses (including,  without limitation,
reasonable attorneys' fees and expenses) of whatever kind or nature,  contingent
or  otherwise,   known  or  unknown,   incurred  or  imposed,   based  upon  any
Environmental Laws or resulting from any Environmental Condition on or about the
Leased  Premises  whether  occurring  prior or that occurs or is  contributed to
during the Lease term. In case any action, suit or proceeding is brought against
any of the parties  indemnified herein by reason of any occurrence  described in
this Section 18.2,  Tenant will,  at Tenant's  expense,  by counsel  approved by
Landlord,  resist and defend such action, suit or proceeding,  or cause the same
to be resisted and defended.  The  obligations of Tenant under this Section 18.2
shall survive the expiration or earlier termination of this Lease.

            18.3 Testing and  Remedial  Work.  Landlord may conduct  tests on or
about the Leased  Premises  for the purpose of  determining  the presence of any
Environmental Condition. If such tests indicate the presence of an Environmental
Condition  on or about the Leased  Premises,  Tenant  shall,  in addition to its
other obligations hereunder,  reimburse Landlord for the cost of conducting such
tests.  Without limiting  Tenant's  liability under Section 18.2 hereof,  in the
event of any such Environmental Condition, Tenant shall promptly and at its sole
cost and expense, take any and all steps necessary to remedy the same, complying
with all provisions of applicable law and with Section 9.1(b) hereof,  or shall,
at Landlord's election, reimburse Landlord for the cost to Landlord of remedying
the same.  The  reimbursement  shall be paid by Tenant to Landlord in advance of
Landlord's performing such work based upon Landlord's reasonable estimate of the
cost thereof, and upon completion of such work by Landlord,  Tenant shall pay to
Landlord  any  shortfall  promptly  after  Landlord  bills Tenant  therefor,  or
Landlord shall promptly refund to Tenant any excess deposit, as the case may be.

            18.4 Hazardous  Substance  Questionnaire.  Prior to the execution of
this Lease,  Tenant shall complete,  execute and deliver to Landlord a Hazardous
Substances Questionnaire (the "Hazardous Substances  Questionnaire") in the form
of Exhibit "B", and Tenant shall certify to Landlord all  information  contained
in the  Hazardous  Substances  Questionnaire  as true and correct to the best of
Tenant's knowledge and belief. The completed Hazardous Substances  Questionnaire
shall be deemed  incorporated  into this Lease for all  purposes,  and  Landlord
shall be entitled to rely fully on the information  contained  therein.  On each
anniversary of the Commencement Date (each such date is hereinafter  referred to
as a "Disclosure Date"), until and including the first Disclosure Date occurring
after the expiration or sooner termination of this Lease,  Tenant shall disclose
to Landlord in writing the names and amounts of all Hazardous Substances, or any
combination thereof, which were stored, generated or used or disposed of on, in,
under or about the Premises for the twelve-month  period prior to and after each
Disclosure Date, or which Tenant intends to store,  generate,  use or dispose of
on,  under  or  about  the  Leased  Premises.  At  Landlord's  option,  Tenant's
disclosure  obligations under this Section 18.4 shall include a requirement that
Tenant  update,  execute  and  deliver  to  Landlord  the  Hazardous  Substances
Questionnaire, as the same may be modified by Landlord from time to time.

            18.5  Closure  Statement.  Promptly  upon the  expiration  or sooner
termination of this Lease, Tenant shall represent to Landlord in writing that no
Hazardous Substances exist in, on, under or about the Leased Premises other than
as specifically identified to Landlord by Tenant in writing.

The  provisions  of this Article  XVIII shall  survive any  termination  of this
Lease.

                                  XIX. REMEDIES

            19.0  Defaults.  Tenant agrees that any one or more of the following
events shall be considered Events of Default as that term is used herein:

            (a)   Tenant shall be adjudged an involuntary  bankrupt, or a decree
                  or order  approving,  as properly  filed, a petition or answer
                  filed against Tenant asking reorganization of Tenant under the
                  Federal bankruptcy laws as now or hereafter amended,  or under
                  the laws of any state,  shall be entered,  and any such decree
                  or judgment or order shall not have been  vacated or set aside
                  within  sixty (60) days from the date of the entry or granting
                  thereof; or

            (b)   Tenant shall file or admit the  jurisdiction  of the court and
                  the  material   allegations   contained  in  any  petition  in
                  bankruptcy  or  any  petition  pursuant  or  purporting  to be
                  pursuant to the Federal  bankruptcy  laws as now or  hereafter
                  amended,  or Tenant shall  institute  any  proceeding or shall
                  give its consent to the institution of any proceedings for any
                  relief of Tenant under any  bankruptcy or  insolvency  laws or
                  any laws  relating to the relief of debtors,  readjustment  of
                  indebtedness,  reorganization,  arrangements,  composition  or
                  extension; or

            (c)   Tenant shall make any  assignment for the benefit of creditors
                  or shall apply for or consent to the appointment of a receiver
                  for Tenant or any of the property of Tenant; or


                                    Page 11
<PAGE>

            (d)   The Leased  Premises are levied upon by any revenue officer or
                  similar officer; or

            (e)   A decree or order  appointing  a receiver  of the  property of
                  Tenant  shall be made and such  decree or order shall not have
                  been vacated or set aside within sixty (60) days from the date
                  of entry or granting thereof; or

            (f)   Tenant  shall  abandon the Leased  Premises or vacate the same
                  during the term hereof; or

            (g)   Tenant  shall  default in any  payment of Rent or in any other
                  payment  required to be made by Tenant  hereunder  when due as
                  herein  provided (all of which other  payments shall be deemed
                  "additional rent" payable  hereunder),  or shall default under
                  Section 6.1 or Section 21.1 hereof, and any such default shall
                  continue for five (5) days after notice  thereof in writing to
                  Tenant; or

            (h)   Tenant  shall  fail to  contest  the  validity  of any lien or
                  claimed lien and give  security to Landlord to assure  payment
                  thereof,  or, having  commenced to contest the same and having
                  given such security, shall fail to prosecute such contest with
                  diligence, or shall fail to have the same released and satisfy
                  any judgment rendered thereon,  and such default continues for
                  ten (10) days after notice thereof in writing to Tenant; or

            (i)   Tenant shall default in keeping,  observing or performing  any
                  of the other  covenants or agreements  herein  contained to be
                  kept, observed and performed by Tenant, and such default shall
                  continue for twenty (20) days after notice  thereof in writing
                  to Tenant or shall exist at the  expiration of the Lease term;
                  or

            (j)   Tenant shall default in keeping,  observing or performing  any
                  covenant or agreement  herein  contained to be kept,  observed
                  and  performed  by  Tenant,  which  default  may  result in an
                  imminent  risk  of  damage  to  property   (including  without
                  limitation the Leased Premises or the improvements thereon) or
                  injury to or death of persons,  and such default  shall not be
                  cured  immediately upon notice thereof to Tenant (which notice
                  may be oral); or

            (k)   Tenant shall  default  (with time to cure  expired)  under any
                  other  lease  made by Tenant for any other  premises  owned by
                  Landlord  or  managed  by  Landlord  or by  any  successor  to
                  Landlord  as the  agent for  Landlord  or the  beneficiary  of
                  Landlord; or

            (l)   Tenant  shall  repeatedly  be late in the  payment  of rent or
                  other  charges  required to be paid  hereunder  (which for the
                  purposes of this Lease shall mean that three (3)  payments are
                  late in any twelve  (12) month  period),  or shall  repeatedly
                  default in the keeping,  observing, or performing of any other
                  covenants or agreements herein contained to be kept,  observed
                  or  performed  by Tenant  (provided  notice of such payment or
                  other defaults shall have been given to Tenant, but whether or
                  not Tenant  shall have timely  cured any such payment or other
                  defaults of which notice was given); or

            (m)   In the event that the Tenant  subleases  or assigns this Lease
                  without the consent of the  Landlord,  which consent shall not
                  be unreasonably withheld or delayed.

            19.1  Remedies.  Upon the  occurrence  of any one or more  Events of
Default, Landlord may at its election terminate this Lease or terminate Tenant's
right to possession only, without terminating the Lease. Upon termination of the
Lease,  or  upon  any  termination  of  Tenant's  right  to  possession  without
termination  of the Lease,  Tenant  shall  surrender  possession  and vacate the
Leased Premises  immediately,  and deliver possession  thereof to Landlord,  and
hereby grants to Landlord the full and free right,  without  demand or notice of
any kind to Tenant (except as hereinabove expressly provided for), to enter into
and upon the Leased Premises in such event with or without process of law and to
repossess the Leased Premises as Landlord's former estate and to expel or remove
Tenant and any others who may be occupying or within the Leased Premises without
being deemed in any manner guilty of trespass,  eviction,  or forcible  entry or
detainer, without incurring any liability for any damage resulting therefrom and
without  relinquishing  Landlord's  rights to Rent or any other  right  given to
Landlord  hereunder  or by  operation  of law.  Upon  termination  of the Lease,
Landlord shall be entitled to recover as damages all Rent and other sums due and
payable by Tenant on the date of  termination,  plus (a) the unpaid  balance due
under  the  Lease,  and (b) the cost of  performing  any other  covenants  to be
performed  by  Tenant.  If  Landlord  elects  to  terminate  Tenant's  right  to
possession  only without  terminating  the Lease,  Landlord  may, at  Landlord's
option,  enter  into the  Leased  Premises,  remove  Tenant's  signs  and  other
evidences  of  tenancy,  and take and hold  possession  thereof  as  hereinafter
provided,  without such entry and possession  terminating the Lease or releasing
Tenant, in whole or in part, from Tenant's obligations to pay the Rent and other
sums provided herein to be paid by Tenant for the full term or from any other of
its  obligations  under this  Lease.  Landlord  may relet all or any part of the
Leased  Premises for such Rent and upon such terms as shall be  satisfactory  to
Landlord (including the right to relet the Leased Premises as a part of a larger
area, and the right to change the character or use made of the Leased Premises).
For the purpose of such  reletting,  Landlord  may decorate or make any repairs,
changes,  alterations  or  additions  in or to the Leased  Premises  that may be
necessary or convenient.  If Landlord does not relet the Leased Premises, Tenant
shall pay to Landlord  on demand  damages  equal to the amount of the Rent,  and
other sums  provided  herein to be paid by Tenant for the remainder of the Lease
term.  If the  Leased  Premises  are  relet  and a  sufficient  sum shall not be
realized  from  such  reletting  after  paying  all  of  the  expenses  of  such
decorations,  repairs,  changes,  alterations,  additions,  the expenses of such
reletting and the collection of the Rent accruing therefrom (including,  but not
by way of limitation,  attorneys' fees and brokers' commissions), to satisfy the
Rent and other sums herein  provided to be paid for the  remainder  of the Lease
term,  Tenant shall pay to Landlord on demand any  deficiency  and Tenant agrees
that  Landlord may file suit to recover any Rent or other sums falling due under
the terms of this Section from time to time.


                                    Page 12
<PAGE>

            19.2 Tenant's  Opportunity to Cure. If Tenant defaults under Section
19.0(i),  and such  default is curable  but cannot with due  diligence  be cured
within a period of twenty (20) days,  or such shorter  period as may be required
by the terms of any fee  mortgage,  and if notice  thereof in writing shall have
been given to Tenant, and if Tenant, prior to the expiration of twenty (20) days
from and after the giving of such notice,  commences  to eliminate  the cause of
such default and proceeds  diligently and with  reasonable  dispatch to take all
steps  and do all work  required  to cure  such  default  and does so cure  such
default,  then an  Event  of  Default  shall  not be  deemed  to have  occurred;
provided, however, that Tenant's right to cure hereunder shall not extend beyond
the  expiration of the Lease term,  and provided  further that the curing of any
default in such manner shall not be  construed  to limit or restrict  Landlord's
remedies for any other default that becomes an Event of Default.

            19.3  Landlord's  Right to Cure.  Landlord  may,  but  shall  not be
obligated to, cure any default by Tenant (specifically including, but not by way
of limitation,  Tenant's failure to obtain insurance,  make repairs,  or satisfy
lien claims);  and whenever  Landlord so elects,  all costs and expenses paid by
Landlord  in  curing  such  default,  including  without  limitation  reasonable
attorneys'  fees,  shall be so much  additional  rent due on the next  rent date
after such payment  together with interest (except in the case of the attorneys'
fees) at the  highest  rate  then  payable  by  Tenant in the state in which the
Leased Premises are located or, in the absence of such a maximum rate, at a rate
per annum equal to two percent (2%) in excess of the announced "base" or "prime"
rate of interest of Bank of America,  N.A.  (or its  successor  in  interest) in
effect on the date of such advance,  from the date of the advance to the date of
repayment by Tenant to Landlord.

            19.4 Remedies  Cumulative.  No remedy herein or otherwise  conferred
upon or reserved to Landlord shall be considered to exclude or suspend any other
remedy but the same shall be cumulative  and shall be in addition to every other
remedy given hereunder,  or now or hereafter  existing at law or in equity or by
statute,  and every  power and  remedy  given by this Lease to  Landlord  may be
exercised  from  time to time and so often as  occasion  may  arise or as may be
deemed expedient.

            19.5 No Waiver.  No delay or omission  of  Landlord to exercise  any
right or power  arising from any default shall impair any such right or power or
be construed to be a waiver of any such default or any acquiescence  therein. No
waiver of any breach of any of the  covenants of this Lease shall be  construed,
taken or held to be a waiver of any other breach,  or as a waiver,  acquiescence
in or consent to any  further or  succeeding  breach of the same  covenant.  The
acceptance by Landlord of any payment of Rent after the  termination by Landlord
of this Lease or of Tenant's  right to  possession  hereunder  shall not, in the
absence of  agreement  in  writing to the  contrary  by  Landlord,  be deemed to
restore this Lease or Tenant's  right to possession  hereunder,  as the case may
be, but shall be construed as a payment on account,  and not in  satisfaction of
damages due from Tenant to Landlord.

                              XX. OPTION TO EXTEND

            20.1 The Option to Extend.  Provided that (i) this Lease shall be in
full  force and  effect as of the date of the  Renewal  Notice  (as  hereinafter
defined) and as of the Expiration  Date, (ii) there shall not then be existing a
default  under this Lease which  continues  after notice and the  expiration  of
applicable cure periods and (iii) Tenant shall be in actual  physical  occupancy
of a portion of the demised  premises on the date of the Renewal Notice and upon
the commencement of the Renewal Term, Tenant shall have one option to extend the
Term  of this  Lease  for the  Renewal  Term  commencing  on the day  after  the
Expiration  Date.  Such  option  shall be  exercisable  by written  notice  (the
"Renewal  Notice") to Landlord given not earlier than twelve (12) months and not
later than six (6) months  prior to the  Expiration  Date.  Notwithstanding  the
foregoing, Landlord, in its sole discretion, may waive any default by Tenant and
no such  default may be used by Tenant to negate the  effectiveness  of Tenant's
exercise of this option.  The Renewal Term shall  constitute an extension of the
Term of this Lease and shall be upon all of the same terms and conditions as the
existing  Term,  except that (A) there  shall be no further  option to renew the
Term of this Lease,  (B) Landlord shall not be required to furnish any materials
or perform any work to prepare  the  demised  premises  for  Tenant's  continued
occupancy  and  Landlord  shall not be  required  to  reimburse  Tenant  for any
alterations made or to be made by Tenant,  and (C) the basic annual rent for the
Renewal  Term shall be  payable at a rate per annum  equal to greater of (1) the
Annual Base Rent payable  during the last year of the initial Term  increased by
the CPI (as defined below) (the  "Increased  ABR") and (2) the Fair Offer Rental
of the  demised  premises as of the first day of the  Renewal  Term.  During the
Renewal  Term,  all  Operating  Expenses  and  Additional  Rent  that  Tenant is
obligated to pay under  Articles IV and V of this Lease during the existing Term
hereof  shall  continue  without  interruption,  it being the  intention  of the
parties hereto that the Renewal Term shall be deemed a part of and  continuation
of the existing Term of this Lease.  "Fair Offer  Rental",  for purposes of this
Article XX, means the basic annual rent that a willing tenant would pay pursuant
to a direct lease and a willing  landlord would accept for the demised  premises
for a renewal term pursuant to a direct lease for the Renewal  Term,  determined
on the basis of then current prevailing rent in the Orlando,  Florida market for
comparable  space on a direct  lease  basis,  taking into  account all  relevant
factors,  whether  favorable  to  Landlord  or  Tenant,  including  the  matters
described above.

            20.2 Determination of the Fair Offer Rental. If Tenant has given the
Renewal  Notice in accordance  with Section 20.1,  the parties shall endeavor to
agree upon the Fair Offer Rental of the demised premises, as of the commencement
date of the Renewal Term unless  Landlord  determines that the Fair Offer Rental
is less than the basic annual rent  payable  during the last year of the initial
Term,  in which case such greater sum shall be the basic annual rent payable for
the  Renewal  Term.  In the event that the  parties are unable to agree upon the
Fair Offer  Rental for the  Renewal  Term within  three (3) months  prior to the
first day of the  Renewal  Term then the same shall be  determined  as  follows:
Landlord, at Tenant's request,  shall notify Tenant of Landlord's  determination
of the Fair Offer Rental,  which shall  constitute the maximum that Landlord can
claim is the Fair Offer  Rental of the demised  premises for the Renewal Term in
any arbitration thereof  ("Landlord's  Maximum  Determination").  Within 30 days
after Landlord shall have given Tenant Landlord's  Maximum  Determination  (time
being of the essence),  Tenant shall notify  Landlord  whether  Tenant  disputes
Landlord's  Maximum  Determination  and, if Tenant disputes  Landlord's  Maximum
Determination,  Tenant  shall  set  forth in such  notice  Tenant's  good  faith
determination  of the Fair Offer Rental of the demised  premises for the Renewal
Term, which shall constitute the minimum that Tenant can claim is the Fair Offer
Rental for the demised premises for the Renewal Term in any arbitration  thereof
("Tenant's  Minimum  Determination").  If  Tenant  fails to  dispute  Landlord's
Maximum  Determination or to set forth Tenant's Minimum Determination within the
time period set forth above (time being of the  essence),  then Tenant  shall be
deemed to have  accepted  Landlord's  Maximum  Determination  as the Fair  Offer
Rental.  In no event shall the Tenant's  Minimum  Determination be less than the
Increased ABR.


                                    Page 13
<PAGE>

If Tenant disputes  Landlord's  determination of Fair Offer Rental, and Landlord
and  Tenant  fail to agree as to the  amount  thereof  within 30 days  after the
giving of Tenant's notice,  then the dispute shall be resolved by arbitration as
set forth below.  If the dispute  shall not have been  resolved on or before the
first day of the Renewal Term, then pending such  resolution,  Tenant shall pay,
as basic annual rent for the Renewal Term, an amount equal to Landlord's Maximum
Determination.  If such resolution  shall be in favor of Tenant,  then within 30
days after the final  determination of Fair Offer Rental,  Landlord shall refund
to  Tenant  any  overpayment.  Any  dispute  as to Fair  Offer  Rental  shall be
determined as follows. A senior officer of a recognized Orlando, Florida leasing
brokerage  firm  (the  "Baseball  Arbitrator")  shall be  selected  and paid for
jointly by Landlord and Tenant.  If Landlord and Tenant are unable to agree upon
the  Baseball  Arbitrator,  then the same shall be  designated  by the  American
Arbitration Association ("AAA"). The Baseball Arbitrator selected by the parties
or  designated  by the AAA shall not have been  employed  by  Landlord or Tenant
during  the  previous  five  year  period  and  shall  have at least  ten  years
experience  in (i) the leasing of office space in Orland,  Florida,  or (ii) the
appraisal  of first class  office  buildings  in the  immediate  vicinity of the
Building.  Landlord and Tenant shall each submit to the Baseball  Arbitrator and
to the other its determination of the Fair Offer Rental for the Renewal Term, as
set forth above.  The Baseball  Arbitrator shall determine the Fair Offer Rental
for the Renewal Term, taking into account the factors described above.  Landlord
and  Tenant  shall  each be  permitted  to submit  documentary  evidence  to the
Baseball  Arbitrator.  The  determination  of the Baseball  Arbitrator  shall be
binding  upon  Landlord  and Tenant  and shall  serve as the basic  annual  rent
payable for the Renewal Term.  After a  determination  has been made of the Fair
Offer Rental,  the parties shall execute and deliver an instrument setting forth
the basic  annual rent for the Renewal  Term,  but the failure to so execute and
deliver any such  instrument  shall not affect the  determination  of such basic
annual  rent in  accordance  with this  Article XX. For each year of the Renewal
Term after the initial year (each a "Renewal  Term Year"),  the Annual Base Rent
shall increase by the CPI.

            20.3  Determination  of the CPI. For each Renewal Term Year,  and in
determining  the Increased ABR, the Annual Base Rent shall be adjusted upward on
the basis of any  increase  in the cost of living as  reported  in the  Consumer
Price Index,  All Items and Major Group Figures for All Urban  Consumers (1967 =
100), (the "Index"),  published by the Bureau of Labor Statistics (the "Bureau")
of the United States  Department of Labor Index (Index equals 100),  between the
level  in  effect:  (i) on the date  hereof,  in the  event it is being  used to
determine  the  Increased ABR or (ii) on the first day of the Renewal Term Year,
and every subsequent year thereafter (the "Base Level"), and the level in effect
on: (i) on the first day of the Renewal  Term,  in the event it is being used to
determine  the Increased  ABR or (ii) at the  commencement  of each Renewal Term
Year after the first Renewal Term Year (the "Adjustment  Level").  The "Adjusted
Base Rent" shall be the product of the Base Rent  multiplied by a fraction,  the
numerator of which is the Adjustment  Level and the  denominator of which is the
Base Level.  Stated as a mathematical  formula,  the Adjusted Base Rent shall be
computed as follows:

            Adjusted Base Rent = Adjustment Level x Base Rent
                                 ----------------
                                    Base Level

If the compilation  and/or  publication of the Index shall be transferred to any
other department,  bureau or agency of the United States  Government,  or if the
Bureau shall adopt a successor  Index,  the Index  published  by such  successor
department,  bureau  or  agency  shall be  adopted  and used as a  standard  for
computing adjustments to the base rent. In the event no Index Level is published
on each anniversary of the Commencement  Date, the levels for computation  shall
be arrived at by interpolation from the published levels nearest to the dates on
which the levels are to be determined.  As soon as possible after publication of
all statistics  necessary for  calculation of this Adjusted Base Rent applicable
to any calendar year of the Renewal Term,  Landlord  shall compute the amount of
annual Adjusted Base Rent to be paid by Tenant during such Renewal Term Year and
shall  notify  Tenant in writing,  setting  forth the manner in, and  statistics
upon,  which  Adjusted Base Rent was computed.  If the annual amount of Adjusted
Base Rent payable  during any Renewal Term Year has not or cannot be computed by
the due date of the first installment(s)  thereof,  Tenant shall continue to pay
monthly  installments of base rent until the amount of the new  installments has
been computed.  If the new installments  shall be greater than  installments due
during  the  preceding   year,   Tenant  shall  pay  the  deficiency   with  the
installment(s) next maturing.

                               XXI. MISCELLANEOUS

            21.0 Tenant's  Statement.  Tenant shall furnish to Landlord,  within
ten (10) days after written request  therefor from Landlord,  a copy of the then
most recent audited and certified  financial  statement of Tenant and Guarantor,
if  any.  It is  mutually  agreed  that  Landlord  may  deliver  a copy  of such
statements  to any  mortgagee  or  prospective  mortgagee  of  Landlord,  or any
prospective purchaser of the Leased Premises, but otherwise Landlord shall treat
such statements and information contained therein as confidential.

            21.1 Estoppel  Certificates.  Tenant shall at any time and from time
to time upon not less than ten (10) days prior  written  request from  Landlord,
execute, acknowledge and deliver to Landlord, in form reasonably satisfactory to
Landlord and/or Landlord's  mortgagee,  a written statement certifying (if true)
that Tenant has accepted the Leased Premises,  that this Lease is unmodified and
in full force and effect (or, if there have been modifications, that the same is
in full  force and effect as  modified  and  stating  the  modifications),  that
Landlord  is not in default  hereunder,  the date to which Rent has been paid in
advance,  if any, and such other  accurate  certifications  as may reasonably be
required  by Landlord or  Landlord's  mortgagee,  agreeing to give copies to any
mortgagee  of  Landlord of all  notices by Tenant to  Landlord  and  agreeing to
afford  Landlord's  mortgagee a  reasonable  opportunity  to cure any default of
Landlord.  It is intended  that any such  statement  delivered  pursuant to this
Section may be relied upon by any  prospective  purchaser  or  mortgagee  of the
Leased Premises and their respective successors and assigns.


                                    Page 14
<PAGE>

            21.2 Amendments Must Be in Writing. None of the covenants,  terms or
conditions of this Lease, to be kept and performed by either party, shall in any
manner be altered,  waived,  modified,  changed or abandoned except by a written
instrument, duly signed and delivered by the other party.

            21.3  Notices.  All  notices to or demands  upon  Landlord or Tenant
desired or required to be given under any of the  provisions  hereof shall be in
writing.  Any notices or demands from Landlord to Tenant shall be deemed to have
been duly and  sufficiently  given when  received or refused,  if sent by United
States  registered  or  certified  mail  in an  envelope  properly  stamped  and
addressed,  or if sent by nationally recognized over-night courier service, with
receipt, to Tenant at Tenant's Address or at such other street address as Tenant
may theretofore  have designated by written notice to Landlord,  and any notices
or  demands  from  Tenant  to  Landlord  shall be  deemed  to have been duly and
sufficiently given when received or refused, if sent by United States registered
or certified mail in an envelope  properly stamped and addressed,  or if sent by
courier  service,  with receipt,  to Landlord at  Landlord's  Address or at such
other  street  address  or to such  other  agent as  Landlord  or  Landlord  may
theretofore  have  designated  by written  notice to Tenant,  with a copy to any
first mortgagee of the Leased Premises, the identity and address of which Tenant
shall have received written notice.

            21.4 Short Form Lease.  Neither this Lease,  nor any notice of lease
shall be recorded by Tenant.

            21.5  Time  of  Essence.  Time  is of  the  essence  as  far  as the
obligations of the Tenant under this Lease,  and all provisions  herein relating
thereto shall be strictly construed.

            21.6  Relationship  of Parties.  Nothing  contained  herein shall be
deemed or construed by the parties  hereto,  or by any third party,  as creating
the relationship of principal and agent or of partnership,  or of joint venture,
by the  parties  hereto,  it  being  understood  and  agreed  that no  provision
contained  in this Lease nor any acts of the parties  hereto  shall be deemed to
create any relationship other than the relationship of landlord and tenant.

            21.7 Captions.  The captions of this Lease are for convenience  only
and are not to be  construed as part of this Lease and shall not be construed as
defining or limiting in any way the scope and intent of the provisions hereof.

            21.8  Severability.  If any term or provision of this Lease shall to
any extent be held invalid or unenforceable,  the remaining terms and provisions
of this Lease shall not be affected thereby, but each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.

            21.9 Law  Applicable.  This Lease shall be construed and enforced in
accordance with the laws of the State of Florida.

            21.10  Covenants  Binding  on  Successors.  All  of  the  covenants,
agreements, conditions and undertakings contained in this Lease shall extend and
inure to and be binding upon the heirs,  executors,  administrators,  successors
and assigns of the respective  parties hereto, the same as if they were in every
case specifically  named, and wherever in this Lease reference is made to either
of the  parties  hereto,  it shall be held to  include  and apply  to,  wherever
applicable, the heirs, executors, administrators, successors and assigns of such
party.  Nothing herein  contained shall be construed to grant or confer upon any
person or persons, firm, corporation or governmental  authority,  other than the
parties hereto, their heirs, executors, administrators,  successors and assigns,
any right, claim or privilege by virtue of any covenant, agreement, condition or
undertaking in this Lease contained.

            21.11  Brokerage.  Tenant  warrants that it has had no dealings with
any broker or agent in connection  with this Lease other than  Broker(s),  whose
commission  Landlord  covenants  and  agrees to pay in the  amount  agreed to by
Landlord. Tenant covenants to pay, hold harmless,  indemnify and defend Landlord
from and against any and all costs,  expenses or liability for any compensation,
commissions and charges claimed by any broker or agent other than Broker(s) with
respect to this Lease or the negotiation thereof.

            21.12  Landlord  Means Owners.  The term  "Landlord" as used in this
Lease,  so far as  covenants  or  obligations  on the part of the  Landlord  are
concerned,  shall be limited to mean and include only the owner or owners at the
time in  question  of the fee of the  Leased  Premises,  and in the event of any
transfer or  transfers of the title to such fee,  Landlord  herein named (and in
case of any  subsequent  transfer or  conveyances,  the then  grantor)  shall be
automatically  freed and  relieved,  from and after the date of such transfer or
conveyance,  of all  liability as respects the  performance  of any covenants or
obligations  on the part of Landlord  contained in this Lease  thereafter  to be
performed;  provided  that any funds in the hands of such  Landlord  or the then
grantor at the time of such transfer, in which Tenant has an interest,  shall be
turned  over to the  grantee,  and any amount  then due and payable to Tenant by
Landlord or the then grantor under any provisions of this Lease shall be paid to
Tenant.

            21.13 Lender's Requirements. If any mortgagee or committed financier
of Landlord should require,  as a condition precedent to the closing of any loan
or the  disbursal  of any money  under any loan,  that this  Lease be amended or
supplemented  in any  manner  (other  than  in  the  description  of the  Leased
Premises,  the term, the purpose or the rent or other charges  hereunder,  or in
any other regard as will substantially or materially affect the rights of Tenant
under this Lease),  Landlord shall give written notice thereof to Tenant,  which
notice shall be  accompanied  by a Lease  Supplement  Agreement  embodying  such
amendments  and  supplements.  Tenant  shall,  within  ten (10)  days  after the
effective  date of Landlord's  notice,  either  consent to such  amendments  and
supplements  (which consent shall not be unreasonably  withheld) and execute the
tendered Lease Supplement Agreement,  or deliver to Landlord a written statement
of its reason or reasons  for  refusing to so consent  and  execute.  Failure of
Tenant to respond  within the ten (10) day period shall be a default  under this
Lease without further notice. If Landlord and Tenant are then unable to agree on
a Lease  Supplement  Agreement  satisfactory  to each of them and to the  lender
within thirty (30) days after delivery of Tenant's written  statement,  Landlord
shall have the right to  terminate  this Lease  within sixty (60) days after the
end of the thirty (30) day period.


                                    Page 15
<PAGE>

            21.14  Signs.   Tenant  shall   install  no  exterior  sign  without
Landlord's prior written approval of detailed plans and specifications therefor.
If Landlord has a standard form of identity  sign for tenants in the  industrial
park of which the Leased  Premises are a part,  and if Tenant desires to have an
identity sign on the Leased  Premises,  Tenant shall advise Landlord of the name
it desires to have on its sign,  and Landlord  shall  install its standard  sign
showing such name.  Tenant shall  reimburse  Landlord  for  Landlord's  costs of
producing and erecting the sign within ten (10) days after being billed therefor
by Landlord.

            21.15 Force  Majeure.  Landlord  shall not be deemed in default with
respect  to any of  the  terms,  covenants  and  conditions  of  this  Lease  on
Landlord's part to be performed, if Landlord's failure to timely perform same is
due in whole or in part to any strike,  lockout, labor trouble (whether legal or
illegal),  civil  disorder,  acts of  terrorism,  failure of power,  restrictive
governmental  laws  and  regulations,  riots,  insurrections,   war,  shortages,
accidents,  casualties,  acts of God, acts caused directly by Tenant or Tenant's
agents, employees and invitees, or any other cause beyond the reasonable control
of Landlord.

            21.16 Landlord's Expenses. Tenant agrees to pay on demand Landlord's
expenses,  including  reasonable  attorneys' fees,  expenses and  administrative
hearing and court costs incurred  either directly or indirectly in enforcing any
obligation  of Tenant  under  this  Lease,  in curing  any  default by Tenant as
provided in Section 19.3, in connection with  appearing,  defending or otherwise
participating in any action or proceeding  arising from the filing,  imposition,
contesting,  discharging  or  satisfaction  of any lien or claim  for  lien,  in
defending or otherwise participating in any legal proceedings initiated by or on
behalf of Tenant wherein Landlord is not adjudicated to be in default under this
Lease,  or in connection with any  investigation  or review of any conditions or
documents in the event Tenant requests Landlord's agreement, approval or consent
to any  action of Tenant  that may be desired  by Tenant or  required  of Tenant
hereunder.

            21.17  Execution  of  Lease  by  Landlord.  The  submission  of this
document for examination and negotiation  does not constitute an offer to lease,
or a reservation  of, or option for, the Leased Premises and this document shall
become  effective  and binding only upon the  execution  and delivery  hereof by
Tenant and by Landlord.  All negotiations,  considerations,  representations and
understandings between Landlord and Tenant are incorporated herein.

            21.18   Tenant's   Authorization.   If  Tenant  is  a   corporation,
partnership,  association, limited liability company or any other entity, Tenant
shall furnish to Landlord,  within ten (10) days after written request  therefor
from Landlord,  certified  resolutions of Tenant's  directors or other governing
person or body authorizing  execution and delivery of this Lease and performance
by Tenant of its  obligations  hereunder,  and  evidencing  that the  person who
physically executed the Lease on behalf of Tenant was duly authorized to do so.

            21.19  Counterparts  and  Facsimile.  This  Lease  may  be  executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but all of which together shall constitute one and the same agreement
and shall become  effective  when one or more  counterparts  have been signed by
each of the parties  hereto and  delivered  to the other.  Facsimile  signatures
shall be treated as originals.

            Landlord and Tenant have  executed this Lease the day and year first
above written.

       WITNESSES:                      SG DMTI LLC

                                       By:
-------------------------                 --------------------------------------
                                          Name:
-------------------------                 Title:

                                       TENANT:
       WITNESSES:                      DATAMETRICS CORPORATION,
                                       a Delaware corporation, doing business in
                                       Florida as Datametrics Technology Systems
                                       Corporation

                                       By:
-------------------------                 --------------------------------------
                                          Name:
-------------------------                 Title:


                                    Page 16
<PAGE>

                                    EXHIBIT A

      From the Southeast  corner of Lot 1, Block A, ORLANDO  CENTRAL PARK,
      NUMBER ONE,  according  to the plat thereof as recorded in Plat Book
      Z, Page 63,  Public  Records of Orange  County,  Florida,  run North
      79(degree)31'39"  West 704.19 feet along the South  boundary of said
      Lot 1,  Block  A, for the  Point  of  Beginning;  run  thence  North
      79(degree)31'39"  West 375 feet along the South boundary of said Lot
      1, Block A;  thence  North  10(degree)28'21"  East 320 feet;  thence
      South  79(degree)31'39" East 375 feet; thence South 10(degree)28'21"
      West 320 feet to the Point of Beginning.


<PAGE>

                       TENANT ENVIRONMENTAL QUESTIONNAIRE

The purpose of this form is to obtain information  regarding the use or proposed
use of hazardous materials at the Project. Prospective lessees should answer the
questions in light of their proposed operations at the Project. Existing lessees
should answer the questions as they relate to ongoing  operations at the Project
and should update any information  previously submitted.  If additional space is
needed to answer the questions,  you may attach separate sheets of paper to this
form.

Your cooperation in this matter is appreciated.

1.    GENERAL INFORMATION

      Name of Responding Company: DataMetrics Corporation, Inc.

      Mailing Address:            1717 Diplomacy Row
                                  Orlando, Florida 32738-5703

      Contact Person and Title:   Daniel Bertram, President and CEO

      Telephone Number:           (407) 251-4577

      Address of Leased Premises: 1717 Diplomacy Row
                                  Orlando, Florida 32738-5703

      Length of Lease Term:       5 years

      Describe the proposed operations to take place on the Premises,  including
      principal  products  manufactured  or services to be  conducted.  Existing
      lessees should describe any proposed changes to ongoing operations.

      Industrial/military  manufacture  of computers  and computer  peripherals,
      software engineering services, and engineering services and design.

2.    STORAGE OF HAZARDOUS SUBSTANCES

      2.1   Will any hazardous substances be used or stored on-site?

            Wastes                  Yes |_|         No |X|

            Chemical Products       Yes |_|         No |X|

      2.2   Attach a list of any hazardous  substances to be used or stored, the
            quantities  that will be on-site at any given time, and the location
            and method of storage (e.g., 55-gallon drums on concrete pad).

3.    STORAGE TANKS AND SUMPS

      3.1   Is any above or below ground  storage of  gasoline,  diesel or other
            hazardous  substances  in  tanks  or  sumps  proposed  or  currently
            conducted at the Premises?

            Yes |_|         No |X|

            If yes, describe the materials to be stored,  and the type, size and
            construction  of the  sump or tank.  Attach  copies  of any  permits
            obtained for the storage of such substances.

      3.2   Have any of the tanks or sumps been inspected or tested for leakage?

            Yes |_|         No |X|

            If so, attach the results.

      3.3   Have any spills or leaks occurred from such tanks or sumps?

            Yes |_|         No |X|

            If so, describe.

      3.4   Were any regulatory agencies notified of the spill or leak?

            Yes |_|         No |X|

            If so,  attach  copies of any spill  reports  filed,  any  clearance
            letters or other correspondence from regulatory agencies relating to
            the spill or leak.

      3.5   Have  any  underground  storage  tanks or sumps  been  taken  out of
            service or removed?

            Yes |_|         No |X|

            If yes, attach copies of any closure permits and clearance  obtained
            from  regulatory  agencies  relating  to closure and removal of such
            tanks.


                                     Page 1
<PAGE>

4.    SPILLS

      4.1   During the past year, have any spills occurred at the Premises?

            Yes |_|         No |X|

            If yes, please describe the location of the spill.

      4.2   Were any agencies notified in connection with such spills?

            Yes |_|         No |X|

            If yes,  attach copies of any spill reports or other  correspondence
            with regulatory agencies.

      4.3   Were any clean-up actions undertaken in connection with the spills?

            Yes |_|         No |X|

            Attach copies of any clearance  letters obtained from any regulatory
            agencies  involved and the results of any final soil or  groundwater
            sampling done upon completion of the clean-up work.

5.    WASTE MANAGEMENT

      5.1   Has your company been issued an EPA Hazardous  Waste  Generator I.D.
            Number?

            Yes |_|         No |X|

      5.2   Has your  company  filed a  biennial  report  as a  hazardous  waste
            generator?

            Yes |_|         No |X|

            If so, attach a copy of the most recent report filed.

      5.3   Attach a list of the hazardous  wastes,  if any,  generated or to be
            generated  at the  Premises,  its  hazard  class  and  the  quantity
            generated on a monthly basis.

      5.4   Describe the  method(s) of disposal for each waste.  Indicate  where
            and how often disposal will take place.

            |X| On-site treatment or recovery           Not Applicable

            |X| Discharged to sewer                     Daily restroom waste and
                                                        cleaning supplies

            |X| Transported and Disposal of off-site    As required - Dumpster &
                                                        Office trash

            |X| Incinerator                             Not Applicable

      5.5   Indicate  the  name of the  person(s)  responsible  for  maintaining
            copies of hazardous waste manifests completed for off-site shipments
            of hazardous waste.

            Angel Linares, Quality Assurance

      5.6   Is  any  treatment  of  processing  of  hazardous  wastes  currently
            conducted or proposed to be conducted at the Premises:

            Yes |_|         No |X|

            If yes, please describe any existing or proposed treatment methods.
            ____________________________________________________________________
            ____________________________________________________________________

      5.7   Attach copies of any hazardous  waste permits or licenses  issued to
            your company with respect to its operations at the Premises.

6.    WASTEWATER TREATMENT/DISCHARGE

      6.1   Do you discharge wastewater to:

            |_|  storm drain?           |_|  sewer?

            |_|  surface water?         |X|  no industrial discharge

      6.2   Is your wastewater treated before discharge?

            Yes |_|         No |X|

            If yes, describe the type of treatment conducted.
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

      6.3   Attach copies of any  wastewater  discharge  permits  issued to your
            company with respect to its operations at the Premises.


                                     Page 2
<PAGE>

7.    AIR DISCHARGES

      7.1   Do you have any filtration systems or stacks that discharge into the
            air?

            Yes |_|         No |X|

      7.2   Do you operate any of the following  types of equipment or any other
            equipment requiring an air emissions permit?

            |_| Spray booth

            |_| Dip tank

            |_| Drying oven

            |_| Incinerator

            |_| Other (please describe) ________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

            |X| No equipment requiring air permits

      7.3   Are air emissions from your operations monitored?

            Yes |_|         No |X|

            If so, indicate the frequency of monitoring and a description of the
            monitoring results.
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

      7.4   Attach  copies  of any  air  emissions  permits  pertaining  to your
            operations at the Premises.

8.    HAZARDOUS SUBSTANCES DISCLOSURES

      8.1   Does your company handle hazardous  materials in a quantity equal to
            or exceeding an  aggregate of 500 pounds,  55 gallons,  or 200 cubic
            feet per month?

            Yes |_|         No |X|

      8.2   Has your  company  prepared a hazardous  materials  management  plan
            pursuant to any applicable  requirements  of a local fire department
            or governmental agency

            Yes |_|         No |X|

            If so, attach a copy of the business plan.

      8.3   Has your  company  adopted any  voluntary  environmental,  health or
            safety program?

            Yes |_|         No |X|

            If so, attach a copy of the program.

9.    ENFORCEMENT ACTIONS, COMPLAINTS

      9.1   Has  your  company  ever  been  subject  to any  agency  enforcement
            actions, administrative orders, or consent decrees?

            Yes |_|         No |X|

            If  so,   describe  the  actions  and  any   continuing   compliance
            obligations imposed as a result of these actions.

      9.2   Has your company ever received  requests for information,  notice or
            demand letters, or any other inquiries regarding its operations?

            Yes |_|         No |X|

      9.3   Have there ever been, or are there now pending, any lawsuits against
            the  company  regarding  any  environmental  or  health  and  safety
            concerns?

            Yes |_|         No |X|


                                     Page 3
<PAGE>

      9.4   Has an  environmental  audit ever been  conducted at your  company's
            current facility?

            Yes |_|         No |X|

            If so, identify who conducted the audit and when it was conducted.
            ____________________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

By LESSEE:
DataMetrics Corporation
a Delaware corporation

By: _______________________________
Name Printed: Daniel Bertram
Title: President and CEO


                                     Page 4