EXHIBIT 10.17

	LEASE AGREEMENT


THIS AGREEMENT OF LEASE, by and between PORT 95-4, LTD. a 
Florida limited partnership, (hereinafter referred to as the 
"Landlord") and INTERNATIONAL AIRLINE SUPPORT GROUP, INC., a 
Delaware corporation (hereinafter referred to as the "Tenant").


WITNESSETH, That in consideration of the mutual covenants 
and agreements herein contained, it is agreed by and between 
Landlord and Tenant as follows:


1.	Basic Lease Provisions and Definitions.  This Paragraph 
1 is an integral part of this Lease and all of the terms hereof 
are incorporated into this Lease in all respects.  In addition to 
the other provisions which are elsewhere defined in this Lease, 
the following, whenever used in this Lease, shall have the 
meanings set forth in this Paragraph, unless such meanings are 
expressly contradicted, limited or expanded elsewhere herein:

1.	DATE OF LEASE: As of this 26th day of March, 1997.

2.	LANDLORD'S MAILING ADDRESS: 1812 S. W. 31st 
Avenue, Pembroke Park, Florida 33009

3.	TENANT'S CORPORATE MAILING ADDRESS: 1954 Airport 
Road, Suite 200, Atlanta, GA 30341

4.	INTENTIONALLY DELETED.

5.	PRE-PAID RENT, SECURITY DEPOSITS (Par. 12): 
$30,000.00 as Security Deposit

6.	DEMISED PREMISES: See Exhibit A attached hereto 
and made a part hereof; together with all improvements 
therein such premises are deemed to be 29,520 sq. ft. in 
Building 4, located at 3030 S.W. 42nd Street, Hollywood, 
Florida.

7.	LEASE TERM: ("Lease Term" or "term of this Lease") 
(Par. 3): five (5) years.  The commencement date of the 
Lease Term is June 1, 1997 (the "Lease Commencement Date") 
or upon receipt of a Certificate of Occupancy for the 
warehouse portion of the Demised Premises from the City of 
Hollywood Building, Dept., whichever occurs later.

8.	MINIMUM RENT (Par. 4):


(1)	During the first (1st) lease year ("Base Rent 
Year"), (to-wit: June 1, 1997 through May 31, 1998 or the first 
twelve months from the Rent Commencement Date as herein defined), 
the minimum rent due the Landlord (the "Rent" or "Minimum Rent") 
shall be in the amount of ONE HUNDRED NINETY-ONE THOUSAND EIGHT 
HUNDRED EIGHTY AND NO/100 DOLLARS ($191,880.00) per annum, 
consisting of $152,028.00 as "Base Rent" and $39,852.00 as 
"Expenses," payable in advance, at the rate of FIFTEEN THOUSAND 
NINE HUNDRED NINETY AND NO/100 DOLLARS ($15,990.00) per month, 
together with applicable Florida sales and/or rent taxes thereon, 
the payment of such Rent to commence on June 2, 1997 (the "Rent 
Commencement Date") or one (1) day after the Lease Commencement 
Date.

(2)	Beginning the second lease year (to-wit: June 
1, 1998 through May 31, 1999 or the second twelve months from the 
Rent Commencement Date as herein above defined), the Rent due 
Landlord annually for the Demised Premises shall be One Hundred 
Ninety-Six Thousand Four Hundred Forty and Eighty-four Cents 
($196,440.84) consisting of $156,588.84 as "Base Rent" and 
$39,852.00 as "Expenses," plus any increased Expenses pursuant to 
paragraph 1 (h)(3) below, payable monthly, in advance, at a rate 
of Sixteen Thousand Three Hundred Seventy Dollars and Seven Cents 
($16,370.07), plus any applicable sales and/or rent taxes 
thereon; beginning the third lease year (to-wit: June 1, 1999 
through May 31, 2000 or the third twelve months from the Rent 
Commencement Date as herein above defined), the Rent due Landlord 
annually for the Demised Premises shall be Two Hundred One 
Thousand One Hundred Thirty-eight Dollars and Sixty Cents 
($201,138.60), consisting of $161,286.60 as "Base Rent" and 
$39,852.00 as "Expenses," plus any increased Expenses pursuant to 
Paragraph 1 (h)(3) below, payable monthly, in advance, at a rate 
of Sixteen Thousand Seven Hundred Sixty-One Dollars and Fifty-
Five Cents ($16,761.55), plus any applicable sales and/or rent 
taxes thereon; beginning the fourth lease year (to-wit: June 
1,2000 through May 31, 2001 or the fourth twelve months from the 
Rent Commencement Date as herein above defined), the Rent due 
Landlord annually for the Demised Premises shall be Two Hundred 
Five Thousand Nine Hundred Seventy-Seven Dollars and Twenty-Four 
Cents ($205,977.24) consisting of $166,125.24 as "Base Rent" and 
$39,852.00 as "Expenses," plus any increased Expenses pursuant to 
Paragraph 1 (h)(3) below, payable monthly, in advance, at a rate 
of Seventeen Thousand One Hundred Sixty-Four Dollars and Seventy-
Seven Cents ($17,164.77), plus any applicable sales and/or rent 
taxes thereon; beginning the fifth lease year (to-wit: June 1, 
2001 through May 31, 2002 or the fifth twelve months from the 
Rent Commencement Date as herein above defined), the Rent due 
Landlord annually for the Demised Premises shall be Two Hundred 
Ten Thousand Nine Hundred Sixty-One Dollars and Eight Cents 
($210,961.08), consisting of $171,109.08 as "Base Rent" and 
$39,852.00 as "Expenses," plus any increased Expenses pursuant to 
Paragraph 1 (h)(3) below, payable monthly, in advance, at a rate 
of Seventeen Thousand Five Hundred Eighty Dollars and Nine Cents 
($17,580.09), plus any applicable sales and/or rent taxes 
thereon.



(3)	For the purpose of this Lease, "Expenses" 
shall be defined as all reasonable expenses for operation, 
repair, replacement and maintenance as necessary to keep the 
Premises, the building of which the Demised Premises is a part 
(the "Building"),. and the common areas surrounding the Building, 
driveways, and parking areas associated therewith in good order, 
condition and repair, including, but not limited to, utilities 
for the common areas of and relating to the Building, Real 
Property Taxes, insurance, expenses associated with the driveways 
and parking areas (including sealing, restriping and trash 
removal), security systems, lighting facilities, landscaped 
areas, walkways, directional signage, curbs, drainage strips, and 
water and sewer lines. Expenses shall not include costs for 
capital expenditures, repairs or replacements, which under sound 
accounting principles and practices should be classified as 
capital expenditures; the cost of acquisition of new land or 
construction of new buildings; depreciation on Landlord's 
original investment; lease concessions; lease takeover 
obligations; the cost of repair or other work, including 
rebuilding occasioned by fire, windstorm, or other casualty or 
condemnation; any expenses representing an amount paid to a 
related corporation, entity, or person which is in excess of the 
amount which would be paid in the absence of such relationship; 
any cost to the extent that Landlord is entitled to be reimbursed 
by any other tenant; the cost of any items for which Landlord is 
reimbursed by insurance or otherwise compensated by parties other 
than tenants of the Building; any cost, fines, or penalties due 
to Landlord's violation of any governmental rule or authority; 
all costs and expenses associated with the removal and clean up 
of Hazardous or Toxic Substances, unless caused by Tenant; costs 
incurred due to violations by Landlord of any of the terms and 
conditions of this Lease. Landlord hereby represents that the 
Base Rent Year Expenses referenced in this Lease represent a pro-
rata portion of expenses related to the Building allocable, and 
allocated, in a fair manner, to Tenant's pro-rata portion 
thereof. For the Base Rent Year, the Expenses payable by the 
Tenant, shall be $ 1.35 per square foot of the Demised Premises 
(the "Base Rent Year Expenses"). In the event the Expenses 
incurred by Landlord for the Demised Premises or Building in any 
lease year during the Lease Term after the Base Rent Year exceed 
an amount equal to $ 1.35 per square foot of the Demised 
Premises, Tenant will pay to Landlord such additional amount per 
square foot of the Demised Premises (the "Additional Expenses") 
as additional rent hereunder.  Such payment shall be in addition 
to the $ 1.35 per square foot payment, not in lieu thereof. In 
any lease year after the Base Rent Year in which the Expenses 
incurred by Landlord for the Demised Premises or Building exceed 
an amount equal to $ 1.35 per square foot of the Demised 
Premises, within a reasonable time after the end of such lease 
year, Landlord shall submit to Tenant a statement of the actual 
amount of Expenses for such lease year, and the actual amount 
owed by Tenant, and Tenant shall pay such amount, in twelve (12) 
installments, with the next twelve (12) payments of Rent 
hereunder. Provided however, in no event shall the Expenses be 
reduced below $ 1.35 per square feet of the Demised Premises, nor 
shall the Additional Expenses be increased more than three 
percent (3 %) over the "controllable" Base Rent Year Expenses for 
the second lease year or more than three percent (3%) over the 
sum of the "controllable" Base Rent Year Expenses and any 
Additional Expenses ("controllable" only) for the prior lease 
year. Notwithstanding the three percent (3%) cap as herein 
identified, any wrongful or negligent acts by Tenant, its agents, 
employees, contractors resulting in an increased cost thereafter 
to Landlord, then the three percent (3%) cap does not apply to 
that portion of the controllable Expenses, if incurred after the 
wrongful or negligent act.  During the 60-day period after Tenant 
receives notice from Landlord that Landlord desires to collect 
Expenses in excess of the Base Rent Year Expenses, Tenant shall 
have the right to review and audit Landlord's records concerning 
Expenses at Landlord's location stated in Paragraph 1 lb) above. 
If such audit reveals that Landlord has overstated Expenses by 
more than two percent (2%), then Landlord shall immediately 
refund the overpayment to Tenant and shall, in addition, 
immediately reimburse Tenant for all costs of such audit Tenant's 
professional fees. In the event that Landlord has overstated 
expenses by less than two percent (2%), then Landlord shall 
immediately refund the overpayment to Tenant, but Landlord shall 
not be liable for any costs incurred in connection with the 
audit.

(4)	Expenses shall not include:

(2)	Costs of special services rendered to 
individual tenants;

(3)	Interest and principal payments on loans or 
indebtedness secured by the Building;

(4)	Costs of improvements for other tenants of 
the Building;

(5)	Legal fees, brokerage commissions, 
advertising costs, or other related expenses incurred 
by Landlord in connection with the leasing of space to 
individual tenants in the Building;

(6)	Repairs, alterations, additions, 
improvements, or replacements made to rectify or 
correct any defect in the original design, materials or 
workmanship of the Building or common areas;

(7)	Damage and repairs necessitated by the gross 
negligence or willful misconduct of Landlord, or its 
employees, contractors or agents;

(8)	Executive salaries or salaries of service 
personnel to the extent that such service personnel 
perform services not in connection with the management, 
operation, repair or maintenance of the Building;

(9)	Landlord's general overhead expenses;

(10)	Legal fees, accountants' fees and other 
expenses incurred in connection with disputes with 
tenants or other occupants of the Building or 
associated with the enforcement of the terms of any 
leases with tenants or the defense of Landlord's title 
to or interest in the Building or any part thereof;

(11)	Costs (including permit, license and 
inspection fees) incurred in renovation or otherwise 
improving, decorating or painting, or altering space 
for individual tenants or vacant space in the Building;

(12)	Costs incurred due to a violation by Landlord 
or any other tenant of the Building of the terms and 
conditions of a lease;

(13)	Ground rental payments;


(14)	The costs of alterations to the Premises or 
the premises of other tenants of the Buildings, or work 
furnished by Landlord; without charge as an inducement 
for a tenant to lease space leg., free rent, 
improvement allowances);

(15)	Income or franchise taxes or other such taxes 
unless imposed in lieu of Taxes imposed or measured by 
the income of Landlord from the operation of the 
Buildings;

(16)	Legal expenses incurred in connection with 
tenant(?) leases including, without limitation, 
negotiations with prospective tenants and enforcing 
provisions of this Lease or other leases in the 
Buildings; and

(17)	Debt costs or the costs of financing or 
refinancing.

9.	PERMITTED USE (Par. 9): The Tenant shall use the 
Demised Premises solely as follows: aircraft engine repairs 
and aircraft engine parts storage.

2.	Demised Premises.  Landlord leases to Tenant and Tenant 
rents from Landlord a portion of the real property described and 
shown on Exhibit "A" (the "Site Plan"), together with the 
equipment and other improvements located therein.

It is expressly understood and agreed that the Demised 
Premises together with all equipment, structures and improvements 
therein and any and all fixtures, accessories and utilities 
located therein or thereon, are delivered to Tenant and accepted 
by Tenant in an AS-IS and WHERE-IS condition and repair and that 
the Landlord makes no warranties, representations or guarantees 
of any kind, nature or sort, express or implied with respect to 
the Demised Premises, including but not limited to, any and all 
fixtures, equipment, improvements, accessories and utilities 
located in or upon the Demised Premises, unless stated to the 
contrary herein.

3.	Term/Commencement Dated.  The term of this Lease, shall 
be for the number of years in the Lease Term set forth in 
Paragraph 1 (g) hereof, following the commencement thereof unless 
sooner terminated or extended as hereinafter provided.

4.	Rent.  Minimum Rent: Tenant agrees to pay to Landlord 
during the Lease Term, without previous demand therefor and 
without any setoffs or deductions whatsoever, the Minimum Rent, 
in advance, on the first day of each and every calendar month 
throughout the Lease Term together with any and all applicable 
Florida sales and/or rent taxes thereon ("Taxes"). In the event 
the Rent Commencement Date is after June 1, 1997, or other than 
the first day of a calendar month, the Minimum Rent (as well as 
all additional rents and charges reserved under this Lease) for 
the portion of the then current calendar month shall be prorated 
on the basis of a thirty (30) day month and shall be due and paid 
immediately on the Rent Commencement Date.


5.	Additional Rent.  The Landlord shall receive the rents, 
additional rents and all sums payable by the Tenant under this 
Lease free of all taxes, expenses, charges, damages and 
deductions of any nature whatsoever and the Tenant covenants and 
agrees to pay all sums which except for this Lease would have 
been chargeable against the Demised Premises and payable by the 
Landlord.  The Tenant shall, however, be under no obligation to 
pay interest on any mortgage on the fee of the Demised Premises, 
any franchise, capital or income tax payable by the Landlord, or 
any gift, inheritance, transfer estate or succession tax by 
reason of any present or future law which may be enacted during 
the term of this Lease. All taxes, charges, costs and expenses 
which the Tenant is required to pay hereunder, together with all 
interest that shall accrue thereon in the event of the Tenant's 
failure to pay such amounts and all damages, costs and expenses 
which the Landlord may incur by reason of any default of the 
Tenant or failure on the Tenant's part to comply with the terms 
of this Lease shall be deemed to be additional rent and in the 
event of nonpayment by the Tenant, the Landlord shall have all 
the rights and remedies with respect thereto as a Landlord for 
the nonpayment of the Rent.

Landlord, at its election, shall have the right (but not the 
obligation) to pay for or perform any act which requires the 
expenditure of any sums of money by reason of the failure or 
neglect of Tenant to perform any of the provisions of this Lease 
within the grace period, if any, applicable thereto, and in the 
event Landlord shall at its election pay such sums or perform 
such acts requiring the expenditure of monies, Tenant agrees to 
reimburse and pay Landlord, upon demand, all such sums, which 
shall be deemed for the purpose of securing the collection 
thereof to be additional rent hereunder and payable by Tenant as 
such.

6.	Past Due Rents  Minimum Rent is due and payable on, the 
first day of each and every month during the term of this Lease.  
Provided Landlord has not exercised his right to evict Tenant as 
a result of non-payment of the Minimum Rent as herein provided, a 
late charge of five percent (5%) of the rent due shall be imposed 
on each and every payment of the rent not received by the 
Landlord prior to the fifth (5th) day of each month. The late 
charge is not a penalty, but liquidated damages to defray 
administrative and related expenses due to such late payment of 
rent. The late charge shall be immediately due and payable to the 
Landlord without further notice or demand. The provisions herein 
for late charge shall not be construed to extend the date for 
payment of any sums required to be paid by Tenant hereunder or to 
relieve Tenant of its obligation to pay all such sums at the time 
or times herein stipulated. Notwithstanding the imposition of 
such late charge pursuant to this paragraph, Tenant shall be in 
default under the Lease if any or all payments required to be 
made by Tenant are not made at the time therein stipulated 
(subject to any applicable cure or grace period) and neither the 
demand nor collection by Landlord of such late charges shall be 
construed as a cure for such default on the part of the Tenant.

7.	Place of Payments or Statements.  All payments required 
to be paid by Tenant to Landlord shall be made payable to the 
Landlord or its designee, and all such payments, statements and 
reports required to be rendered by Tenant to Landlord shall be 
delivered to the Landlord's mailing address, or at such other 
place as Landlord may from time to time designate in writing, 
without the necessity of any prior demand for same.
1.


8.	Tenant's Work.  Except as expressly provided on the 
Schedule of Landlord's Work, attached hereto as Exhibits "B" and 
"C", any additional work, repairs, improvements, fixtures and 
equipment for the Demised Premises shall be performed and 
installed by Tenant at its sole cost and expense. Tenant 
acknowledges that Tenant, as an inducement to Landlord to enter 
into this lease, has covenanted and agreed and does hereby 
covenant and agree to adequately prepare the Demised Premises for 
the operation of the Permitted Use, all in accordance with the 
terms and provisions of this Lease, and in addition, Tenant shall 
fully equip the Demised Premises with all trade equipment and any 
other equipment necessary for the operation of Tenant's Business 
at its sole cost and expense (any such work performed by or on 
behalf of Tenant during the term of this Lease or any extension 
thereof being herein referred to as "Tenant's Work"). Landlord 
warrants that all of Landlord's work will be done in a good and 
workmanlike manner, in accordance with all laws, rules, orders, 
governmental regulations (including ADA) and free from material 
defects.

9.	Use of Premises.  Tenant shall use the Demised Premises 
solely for the purpose of conducting the Permitted Use as set 
forth in Paragraph 1 (i) and strictly in accordance with all 
laws, statutes and ordinances applicable thereto. Tenant shall 
not use or permit or suffer the use of the Demised Premises for 
any other business purpose without the Landlord's prior written 
consent, which shall not be unreasonably withheld.

10.	Laws. Permits, Licenses, Waste, Nuisance.  Tenant 
shall, at its own expense and cost: (a) comply with all 
governmental laws, ordinances, orders and regulations affecting 
the Demised Premises now in force or which hereafter may be in 
force (including without limitation, all environmental laws and 
regulations); (b) apply for, secure, maintain in good standing 
and comply with all licenses, permits and franchise agreements 
which are or maybe required for the conduct by the Tenant of the 
Tenant's operations and/or business herein permitted to be 
conducted in the Demised Premises and to pay if, as, and when 
due, all license, permit and franchise fees and charges in 
connection therewith; (c) comply with and execute all rules, 
requirements and regulations of the Board of Fire Underwriters, 
Landlord's insurance companies and other organizations 
establishing insurance rates; (d) not suffer, permit or commit 
any waste or nuisance; and (e) not conduct any auction, distress, 
fire or bankruptcy sale in or upon the Demised Premises.  
Anything to the contrary notwithstanding, none of the obligations 
in this Section 10 shall be interpreted to impose upon Tenant the 
obligation to repair or correct any defect in the Landlord's 
Work.



11.	Assignment and Subletting.  Tenant shall not assign, 
sublet, mortgage or encumber this Lease, in whole or in part, or 
sublet all or any portion of the Demised Premises or assign this 
Lease or any part thereof without the prior written consent of 
the Landlord. The Landlord shall be entitled to consider all 
factors which it deems relevant to any requested consent to 
subletting or assignment, including, but not limited to, the 
following: (a) the financial responsibility of the proposed sub-
Tenant or assignee; (b) the business reputation, experience and 
acumen of the proposed sub-Tenant or assignee in the field of the 
Permitted Use and (c) the need for alteration and/or repair of 
the Demised Premises; however, in no event shall such sub-tenant 
or assignee be an existing occupant or Affiliate of such occupant 
(as hereinafter defined) of the Building or Complex (of which the 
Premises is a part).  If such consent be obtained then, such 
subletting or assignment, as the case may be, shall be subject to 
and conditioned upon the following: (i) at the time of any such 
proposed subletting or assignment, Tenant shall not be in default 
under any of the terms, provisions or conditions of this Lease; 
(ii) the sub-Tenant or assignee shall occupy the Demised Premises 
and conduct its business in accordance with the Permitted Use; 
(iii) if the minimum rent, additional rents or other rents or 
charges required to be paid by any such sub-Tenant or assignee 
exceeds the rentals and/or charges reserved hereunder, then 
Tenant shall pay to Landlord monthly such excess, which shall be 
deemed additional rent; (iv) Tenant and its assignee or sub-
Tenant shall execute, acknowledge and deliver to Landlord a fully 
executed counterpart of a written assignment of lease or 
sublease, as the case may be, duly consented to by Tenant's 
guarantor, if any, by the terms of which: (1) in case of an 
assignment, Tenant will assign to such assignee Tenant's entire 
interest in this Lease, together with all prepaid rents and 
rights to the Security Deposit hereunder, and the assignee will 
accept said assignment and assume and agree to perform, directly 
for the benefit of Landlord, all of the terms, covenants and 
conditions of this Lease on Tenant's part to be performed 
hereunder; or (2) in case of a subletting, the sublease and the 
sub-Tenant's interest therein will in all respects be subject and 
subordinate to all of the terms, covenants and conditions of the 
Lease and the sub-Tenant thereunder will agree to be bound by and 
to perform all of the terms, covenants and conditions of this 
Lease on Tenant's part to be performed hereunder, except the 
payment of rent, additional rents and other charges reserved 
hereunder, which Tenant shall continue to pay to Landlord; iv) 
notwithstanding any such assignment of subletting under the terms 
of this Paragraph, both Tenant and its guarantor, if any, will 
acknowledge that, notwithstanding such assignment or sublease and 
the consent of Landlord thereto, both Tenant, and its guarantor, 
if any, will not be released or discharged from any liability 
whatsoever under this Lease and will continue to be fully liable 
thereon. The consent by Landlord to any assignment or subletting 
shall not constitute a waiver of the necessity of such consent to 
any subsequent assignment or subletting.  This prohibition 
against any assignment or subletting shall be construed to 
include a prohibition against any assignment or subletting by 
operation of law. If this Lease be assigned or if the Demised 
Premises or any part thereof be occupied by anybody other than 
Tenant, Landlord may collect rent from the assignee, or occupant 
and apply the net amount collected to the rent herein reserved, 
but no such assignment, underletting, occupancy or collection 
shall be deemed waiver of the provisions of the acceptance of the 
assignee, sub-Tenant or occupant as Tenant, or as a release of 
Tenant from the further performance by Tenant of the provisions 
on its part to be observed or performed herein. Notwithstanding 
any assignment or sublease, Tenant shall remain fully liable and 
shall not be released from performing any of the terms of this 
Lease.  If Tenant or Tenant's controlling shareholder or 
controlling partner, if any and as the case may be, or Tenant's 
guarantor, it' any, is a corporation or partnership, and if at 
any time during the term of this Lease the person or persons who, 
on the Date of Lease, own or owns fifty (50%) percent or more of 
such corporation's voting shares or a general partner's interest 
in such partnership, as the case may be, or if Tenant's 
guarantor, if any, ceases to own fifty (50%) percent or more of 
such corporation's voting shares or a general partner's interest 
in such partnership or if same is dissolved, then upon such 
occurrence there shall be deemed to be an assignment of this 
Lease, which assignment shall require the prior written consent 
of Landlord, as more particularly set forth above. This 
subsection (c), shall not be applicable to any corporation, all 
the outstanding voting stock of which is listed on a national 
securities exchange (as defined in the Securities Exchange Act of 
1934, as amended).  For the purposes hereof, an Affiliate means a 
corporation or other business entity that directly or indirectly 
controls, is controlled by, or is under common control with such 
occupant.

12.	Security Deposit.

1.	Tenant has deposited with Landlord the Security 
Deposit of $30,000.00, the receipt whereof, if by check 
subject to collection, is hereby acknowledged, and said 
Security Deposit shall be held by Landlord, as security for 
the full and faithful performance by Tenant of each and 
every term, covenant and condition of this Lease on the part 
of Tenant to be observed and performed. Such Security 
Deposit shall not be mortgaged, assigned, transferred or 
encumbered by Tenant without the prior written consent of 
Landlord. Any such act on the part of Tenant shall be 
without force and effect, shall not be binding upon 
Landlord, and, at the option of Landlord, shall constitute 
an Event of Default under Paragraph 22 hereof.

2.	At any time during the pendency of an uncured 
Event of Default by Tenant under this Lease, the Landlord 
may, at its option, and without notice to Tenant or 
prejudice to any other remedy which Landlord may have on 
account thereof, appropriate and apply said entire Security 
Deposit or so much thereof as may be necessary to compensate 
Landlord toward the payment of such rents or other sums due 
from Tenant, or towards any loss, damage or expense 
(including without limitation, administrative costs and 
attorneys' fees) sustained by Landlord resulting from such 
default on the part of Tenant; and in such event Tenant 
shall forthwith upon demand and without any setoffs or 
deductions whatsoever restore said Security Deposit to the 
original sum deposited. In the event Tenant shall fully and 
faithfully comply with all of the terms, covenants and 
conditions of this Lease and promptly pay all of the rentals 
as they fall due and all other sums payable by Tenant to 
Landlord, said Security Deposit shall be returned in full to 
Tenant, within thirty (30) days following the date of the 
expiration of the term hereof and the surrender of the 
Demised Premises by Tenant in compliance with the provisions 
of this Lease.

3.	In the event any bankruptcy, insolvency, 
reorganization or other creditor-debtor proceedings shall be 
instituted by or against Tenant, or its successors or 
assigns, or any guarantor of Tenant hereunder, such Security 
Deposit shall be deemed to be applied first to the payment 
of any rents and/or other charges due Landlord for all 
periods prior to the institution of such proceedings and the 
balance, if any, of such Security Deposit may be retained by 
Landlord in partial satisfaction of Landlord's damages.


4.	Landlord may deliver the Security Deposit to the 
purchaser of Landlord's interest in the Demised Premises in 
the event that such interest be sold or transferred and 
thereupon Landlord shall be discharged and released from all 
further liability with respect to such Security Deposit or 
the return thereof to Tenant; Tenant agrees to look solely 
to the new Landlord for the return of said Security Deposit, 
and this provision shall also apply to any subsequent 
transferees, provided that new Landlord or transferee 
assumes, in writing, Landlord's obligation under this Lease. 
No holder of a mortgage or deed of trust, or Landlord under 
a ground or underlying lease, if any, to which this Lease is 
or may be subordinate, shall be responsible in connection 
with the Security Deposit hereunder, unless such mortgagee 
or holder of such deed of trust or Landlord shall have 
actually received same.

13.	Repairs.

1.	Except as expressly provided on the Schedule of 
Landlord's Work attached hereto as Exhibit "B", "C", or 
under "B." herein, Landlord shall not be required to make 
any repairs or improvements of any kind or nature whatsoever 
upon or to the Demised Premises or improvements therein.

2.	Landlord's Repairs - Landlord, during the lease 
term shall, at its expense, be obligated to repair and 
maintain the following: the roof; all structural components 
of the Demised Premises; pipes and plumbing; electrical; 
sewage facilities; driveways; parking areas, paved areas and 
sidewalks; foundations and subfloor; and exterior walls. 
Tenant shall give Landlord written notice of any needed 
repairs which are the obligation of the Landlord. Tenant's 
Repairs - Tenant, during the lease term shall, at its 
expense, maintain and repair all interior components of the 
Demised Premises, the ventilation and air conditioning, and 
bay doors. Tenant further agrees that all damages or injury 
done to or on the Demised Premises by Tenant or by any 
person, other than Landlord or Landlord's agents, servants, 
employees, invitees, licensees, and contractors, shall be 
repaired by Tenant at its expense. Tenant agrees at the 
expiration of the lease term or upon the earlier termination 
thereof, to surrender the Demised Premises in good condition 
and repair, reasonable wear and casualty excepted. All 
repairs shall be made within fifteen (15) days after notice 
from the other party, unless such repair cannot reasonably 
be completed within said fifteen (15) day period, in which 
case the party obligated to make such repair shall commence 
the repair within said fifteen (15) day period and 
diligently continue steps to finish such repair in a timely 
manner.


3.	Tenant agrees to make no alterations, improvements 
or additions in or to the Demised Premises, nor to install 
any equipment therein (other than trade fixtures) without, 
in each instance, obtaining Landlord's prior written 
approval thereof, which consent Landlord shall not 
unreasonably withhold.  Any such alterations, improvements 
or additions shall be made in accordance with the terms and 
provisions of Paragraph 8 hereof. Notwithstanding the 
foregoing, Tenant shall be permitted to make non-structural 
interior alterations, improvements or repairs without the 
Landlord's prior written approval, provided that the cost of 
same will not exceed Ten Thousand ($10,000.00) Dollars in 
the aggregate during any calendar year. At the time such 
approval is sought, Tenant shall submit to Landlord plans 
and specifications for such work and the name of the 
contractor who Tenant proposes to engage to perform the 
same. After having obtained Landlord's written approval, as 
aforesaid, and prior to the commencement of any such work, 
Tenant agrees to deliver to Landlord the approval of any and 
all governmental authorities and departments having 
jurisdiction thereof together with a policy or certificate 
of worker's compensation insurance in statutory limits from 
Tenant's contractor and, if the cost of the proposed work 
shall exceed $25,000.00, evidence of the maintenance by 
Tenant of all other insurance coverages to be maintained by 
Tenant hereunder.  Such work may thereupon be commenced and 
shall be diligently prosecuted to completion in a first 
class workmanlike manner in accordance with such approved 
plans and specifications and in accordance with all 
applicable laws and ordinances as well as rules and 
requirements of Landlord's insurance carriers, subject, 
however, to Tenant's obligation to insure such assumed 
liability under Tenant's Comprehensive General Liability 
Policy.

14.	Failure to Repair.  If Tenant (a) refuses to or 
neglects to make repairs required of Tenant by this Lease, or (b) 
if Landlord is required to make any repairs by reason of Tenant's 
negligent acts or omissions, Landlord shall have the right, but 
shall not be obligated, to make such repairs, on behalf of and 
for the account of Tenant. In such event, such work shall be paid 
for by Tenant as additional rent promptly upon receipt of a bill 
therefor.

15.	Covenant Against Liens.  Notwithstanding any other 
provisions of this Lease, Landlord and Tenant expressly 
acknowledge and agree that the interest of Landlord in and to, or 
any part, including without limitation, the Demised Premises, 
shall not be subject to liens for any work, labor, services 
performed or materials supplied, or claimed to have been 
performed or supplied, or any other lien cognizable under Chapter 
713, Florida Statutes (collectively herein "Liens"), by Tenant, 
or Tenant's contractors, subcontractors (including sub-
contractors), laborers and material suppliers supplying labor 
and/or material for the Demised Premises (collectively herein 
"Contractors").  Upon the execution of this Lease, Tenant 
acknowledges that Landlord, at Landlord's sole option and cost, 
may then or thereafter record among the Public Records of Broward 
County, Florida the Lease or short form thereof (to which Tenant 
shall joint in the execution, at Landlord' s request), or such 
other memorandum in form and substance satisfactory to Landlord, 
in Landlord's sole discretion, setting forth the contents of this 
Paragraph or any other matter for the purpose of insulating the 
interest of Landlord from any and all such Contractor's Liens, 
without mitigating or otherwise affecting any other provisions of 
this Lease.  Tenant hereby acknowledges that Landlord shall 
further be permitted to do or perform any act necessary or 
appropriate, in Landlord's sole discretion, to prevent the filing 
of any Lien against the Demised Premises or any part thereof.


In addition to the foregoing and not in lieu thereof, Tenant 
shall do all things necessary to prevent the filing of any Liens 
against the Demised Premises or the interest of Landlord or the 
interest of any mortgagees or holders of any deed of trust 
covering the Demised Premises or any ground or underlying 
Landlords therein, if any, by reasons of any work, labor, 
services, or materials performed or supplied or claimed to have 
been performed or supplied to Tenant, or anyone holding the 
Demised Premises, or any part thereof, by, through or under 
Tenant. If any such Lien shall at any time be filed, Tenant shall 
cause the same to be vacated and canceled of record within thirty 
(30) days after the date of the filing thereof. If any such Lien 
shall be filed notwithstanding the provisions of this Paragraph, 
then, in addition to any other right or remedy of Landlord 
resulting from Tenant's said default, Landlord may, but shall not 
be obligated to, contest such Lien or vacate or release the same 
either by paying the amount claimed to be due or by procuring the 
release of such Lien by giving security or in such other manner 
as may be prescribed by law. Tenant shall repay to Landlord, as 
additional rent hereunder on demand, all sums disbursed or 
deposited by Landlord pursuant to the foregoing provisions of 
this Paragraph, including Landlord's costs and expenses and 
attorneys' fees incurred in connection therewith; however, 
nothing contained herein shall imply any consent or agreement on 
the part of Landlord or mortgagees or holder of deeds of trust or 
any ground or underlying Landlords, if any, of the, Demised 
Premises to subject their respective estates or interests to 
liability under any mechanics' or other lien law, whether or not 
the performance or the furnishing of such work, labor, services, 
or materials to Tenant or anyone holding the Demised Premises, or 
any part thereof, by, through or under Tenant, shall have been 
consented to by Landlord and/or any of such parties.

16.	Utility Charges.  Landlord shall not be liable in the 
event of any interruption in the supply of any utilities, unless 
such interruption is caused by the gross negligence or 
intentional misconduct of Landlord or its agents. In the event 
that such interruption is caused by the gross negligence or 
intentional misconduct of Landlord or its agents, Landlord's 
liability shall be limited to the abatement of rent for the 
period of such interruption. Tenant agrees that it will not 
install any equipment which will exceed or overload the capacity 
of any utility facilities, and if any equipment installed by 
Tenant shall require additional utility facilities, the same 
shall be installed at Tenant's sole cost and expense in 
accordance with plans and specifications to be approved in 
writing by Landlord.  Tenant shall be solely responsible for and 
shall promptly pay all charges for use or consumption for heat, 
air conditioning, sewer, water, gas, electricity or any other 
utility services, including trash removal.


17.	Taxes.  If at any time during the term of this Lease, 
any additional sales tax or excise on rents or other tax on 
Tenant's consideration for occupancy of the Demised Premises, 
however described except any ad valorem, estate, inheritance, 
real estate, capital stock, capital gains, income (or any new 
taxes or amendments to existing taxes imposed in replacement 
thereof) or excess profits taxes imposed upon Landlord is levied 
or assessed against Landlord by any taxing authority on account 
of Landlord's interest in this Lease or the rents and other 
charges expressly reserved hereunder, as a substitute in whole or 
in part, or in addition to, the Taxes herein before described, 
Tenant agrees to pay Landlord, as additional rent hereunder, the 
amount of such tax or excise on rents, and other charges, but 
only to the extent of the amount thereof which is assessed or 
imposed as a direct result of Landlord's ownership of this Lease 
or the rentals reserved hereunder. In the event any such tax or 
excise on rents and other charges, or other tax, however 
described, is levied and assessed directly against Tenant by any 
taxing authority on account of Tenant's interest in this Lease or 
the leasehold estate hereby created or the rents and other 
charges to be paid by Tenant hereunder, then Tenant shall be 
responsible therefor and agrees to pay the same before 
delinquency; or should any taxing authority require that any such 
tax or excise on rents and other charges, or other tax, however 
described, for which Tenant is responsible hereunder, be paid by 
Tenant, but collected by Landlord, for and on behalf of such 
taxing authority and from time to time forwarded by Landlord to 
such taxing authority, then the same shall be paid by Tenant to 
Landlord at such times as such taxing authority shall require and 
be collectible by Landlord and the payment thereof enforced in 
the same fashion as provided for the enforcement of payment of 
rents and other charges hereunder and for the purpose of 
enforcing payment thereof shall be deemed additional rent 
hereunder. Tenant at all times shall be responsible for and shall 
pay, before delinquency, all taxes assessed by any taxing 
authority against any personal property of any kind owned, 
installed or used by Tenant in or about the Demised Premises or 
the rents and other charges paid by Tenant hereunder.

18.	Indemnity.

1.	Tenant shall indemnify, defend and protect 
Landlord and save Landlord harmless from suits, actions, 
damages, liability and expense in connection with loss of 
life, bodily or personal injury or property damage arising 
from or out of any occurrence in, upon or at or from the 
Demised Premises or the occupancy or the use by Tenant of 
the Demised Premises or any part thereof, or occasioned 
wholly or in part by any act or omission of Tenant, its 
agents, contractors, employees, servants, licensees, 
suppliers or concessionaires; and

2.	Tenant shall store its property in and shall 
occupy the Demised Premises at its own risk, and releases 
Landlord, to the full extent permitted by law, from all 
claims of every kind resulting in loss of life, personal or 
bodily injury or property damage; and

3.	Landlord shall not be responsible or liable at any 
time for any loss or damage of Tenant's merchandise or 
equipment, fixtures or other personal property of Tenant or 
to Tenant 's business; and

4.	Landlord shall not be responsible or liable to 
Tenant or to those claiming by, through or under Tenant for 
any loss or damage to either the person or property of 
Tenant that may be occasioned by or through the acts of 
omissions of persons occupying adjacent, connecting or 
adjoining premises unless Landlord shall occupy such 
adjacent, connecting or adjoining premises; and

5.	Landlord shall not be responsible or liable for 
any injury, loss or damage to any person or to any property 
of Tenant or other person caused by or resulting from 
bursting, breakage, or by or from leakage, steam, running or 
the overflow of water or sewage in any part of the Demised 
Premises or for any injury or damages caused by or resulting 
from acts of God or the elements, or for any injury or 
damage caused by or resulting from any defect or negligence 
in the occupancy, construction (other than latent 
construction defects and only to the extent that Tenant is 
not insured against any injuries, loss or damage incurred as 
a result thereof), operation or use of any of the Demised 
Premises, building, machinery, apparatus or equipment by any 
person or by or from the acts of negligence of any occupant 
of the Demised Premises.

6.	Tenant shall give prompt written notice to 
Landlord in case of damage, fire or accidents on the Demised 
Premises or in the building thereon, or defects therein or 
in any fixtures or equipment.
1.


7.	In case Landlord shall, without fault on its part, 
be made a party to any litigation commenced by or against 
the Tenant, then the Tenant shall protect and hold the 
Landlord harmless and shall pay all of said other parties' 
costs, expenses and reasonable attorney's fees.

8.	No toxic or hazardous waste, substances or 
materials or other environmentally detrimental materials, 
including, without limitation, asbestos and those toxic or 
hazardous waste substances or materials now or hereafter 
defined, listed or contemplated under Federal, State or 
local environmental or hazardous waste laws (collectively 
referred to hereinafter as "Hazardous or Toxic Substances") 
shall be used, stored or generated upon the Demised Premises 
or in connection with or arising out of the operation of 
Tenant's business upon the Demised Premises, except as 
permitted by applicable laws. Tenant shall immediately 
advise Landlord in writing of the existence, use, storage or 
disposition of any Hazardous or Toxic Substances in, upon, 
or under the Demised Premises, or the adjoining lands. 
Landlord shall have the right, but not the obligation, to 
enter the Demised Premises at all times to inspect for the 
presence of Hazardous or Toxic Substances. Tenant agrees 
that in the event Hazardous or Toxic Substances are found to 
exist in, upon or under the Demised Premises, as a result of 
the actions or inactions of Tenant, its agents, employees or 
invitees, Landlord may, in its sole discretion, require that 
Tenant, at Tenant's sole cost and expense, take all steps 
necessary to clean up, remove, decontaminate, detoxify, 
resolve or otherwise treat the Hazardous or Toxic 
Substances.

In addition to the foregoing, in the event Hazardous or 
Toxic Substances are found in, upon or under the Demised 
Premises, as a result of the actions or inactions of Tenant, 
its agents, employees or invitees, Landlord or Landlord's 
agents, designees or employees shall have the right, but not 
the obligation, and without liability to Tenant for any loss 
or damage that may accrue to Tenant's stock or business by 
reason thereof, to take such actions as Landlord deems 
necessary or advisable, in its sole judgment, to clean up, 
remove, decontaminate, detoxify, resolve or otherwise treat, 
any such Hazardous or Toxic Substances. All costs and 
expenses incurred by Landlord in the exercise of any such 
rights shall be payable by Tenant upon demand.  Tenant 
agrees to indemnify, defend and hold Landlord harmless from 
and against any and all losses, damages, claims, orders, 
decrees, judgments, expenses and costs (including attorneys' 
fees), incurred by or imposed upon Landlord or its mortgagee 
in connection with or arising out of (i) Tenant's breach of 
the covenants and obligations under this Paragraph 18; or 
(ii) Tenant's use, storage, disposition, treatment or 
removal of any Hazardous or Toxic Substance in, upon or 
under the Demised Premises, or the adjoining lands.  In no 
event shall the treatment or removal of Hazardous or Toxic 
Substances within the Demised Premises, or the adjoining 
lands constitute an eviction of Tenant, in whole or in part.

9.	Each party shall also pay all costs, expenses and 
reasonable attorney's fees that may be incurred or paid by 
the other party in enforcing the terms of this Lease.
1.



Notwithstanding anything contained in this Paragraph 
18, Landlord shall not be relieved of any liability for 
occurrences resulting from the willful or negligent acts or 
omissions of the Landlord or resulting from the Landlord's 
failure to comply with its responsibilities under this 
Lease.

The provisions of this Paragraph 18 shall survive the 
termination of the Lease.

19.	Insurance.  Tenant agrees to secure and keep in full 
force and effect from and after the date Landlord delivers 
possession of the Demised Premises to Tenant and throughout the 
term of this Lease at Tenant's sole cost and expense (with 
coverage to commence at the time Tenant takes possession of the 
Demised Premises, or at the commencement of the term of this 
Lease, whichever occurs earlier),

1.	Comprehensive general liability insurance on an 
occurrence basis with minimum single limits of liability and 
of bodily injury in an amount of Three Million and No/100 
($3,000,000.00) Dollars, and Five Hundred Thousand 
($500,000.00) Dollars with respect to damage to property; 
and

2.	In the event Tenant fails to obtain or maintain 
the insurance required hereunder, Landlord may, at its 
option, obtain same and any costs incurred by Landlord in 
connection therewith shall be deemed additional rent to be 
paid by Tenant and payable as such; and

3.	If the Lease be canceled for the Tenant's default 
at any time while there remains outstanding any obligation 
from any insurance company to pay for damage or any part 
thereof, then the claim against the insurance company shall, 
upon the cancellation of the within Lease, be deemed 
immediately to be and become the absolute and unconditional 
property of the Landlord.

4.	Certificate of Insurance is required naming 
Landlord as an additionally insured to assure Landlord that 
the Tenant has adequate liability and personal property 
coverage. Any increase in cost of insurance premiums to 
Landlord as a result of operations of Tenant will be borne 
by Tenant, or Tenant may provide for the benefit of Landlord 
an insurance policy on the same terms and conditions as the 
original provided by Landlord.

20.	Insured's Waiver, Notice.  Any insurance procured by 
Tenant as herein required shall be issued in the name of Tenant 
by a reputable and responsible company satisfactory to Landlord 
and licensed to do business in the State of Florida, shall name 
Landlord as an additionally insured, and shall contain 
endorsements that


1.	such insurance may not be canceled or amended with 
respect to Landlord without thirty (30) days written notice 
by registered mail to Landlord by the insurance company;

2.	Tenant shall be solely responsible for payment of 
Premiums, and Landlord shall not be required to pay any 
premiums for such insurance.

3.	Any insurance herein required to be procured by 
Tenant shall contain an express waiver of any right of 
subrogation by the insurance company against Landlord within 
ten (10) days of issuance of such policy by the insurance 
company. The minimum limits of any insurance coverage 
required herein shall not limit Tenant's liability under 
this Lease, including, without limitation, Paragraph 18 
hereof.

21.	Bankruptcy, Assignment, Receivership and Insolvency.


1.	Tenant agrees that the continued occupancy of the 
Demised Premises in the manner and upon the terms set forth 
in this Lease are of a special importance to the commercial 
viability of the Demised Premises and, accordingly, agrees 
that in the event this Lease is not canceled and terminated 
as set forth in subparagraph lB) below following the 
occurrence of any of the contingencies therein described, 
then Tenant, and the trustee in bankruptcy or other 
representative of Tenant, or, in the event of an assignment, 
Tenant's assignee, shall, prior to the assumption of this 
Lease by such representative or trustee or assignee, provide 
adequate assurance to Landlord: (i) of the source of rents 
and other consideration payable under this Lease; (ii) that 
assumption or assignment of this Lease will not breach 
substantially any provision in any other lease, financing 
agreement, or master agreement relating to the Demised 
Premises; (iii) of the continued use of the Demised Premises 
in accordance with the Permitted Use only; (iv) that the 
quality of goods to be sold in the Demised Premises will not 
decline; (v) that Tenant's suppliers of merchandise or goods 
for sale in the Demised Premises are willing to continue to 
furnish such merchandise and goods as are of the same 
quality and caliber as theretofore sold in the Demised 
Premises; (vi) of the source of funds necessary to pay for 
Tenant's merchandise and goods to be sold in the Demised 
Premises, all on a current basis and (vii) of such other 
matters as Landlord may reasonably require at the time of 
such assumption or assignment.  Tenant agrees that the 
furnishing of assurances in accordance with the foregoing or 
as may be directed by a court of competent jurisdiction 
shall not be deemed to waive any of the covenants or 
obligations of Tenant set forth in this Lease. In the event 
that any person assuming this Lease or taking the same by 
assignment shall desire to make alterations to the Demised 
Premises, Landlord may further require adequate assurance, 
by lien and completion bond, cash deposit or such other 
means as Landlord may approve, of the source of payment for 
the estimated cost of any work to be performed in connection 
therewith, and Landlord may require the delivery prior to 
the commencement thereof of waivers of lien from all 
contractors, subcontractors, laborers or material suppliers 
engaged to perform such alterations or to supply materials 
therefor. Notwithstanding the foregoing, such alterations 
shall be subject in all respects to the rights and 
obligations of Landlord and Tenant hereunder relating to 
such alterations.

2.	If at any time after the Date of Lease (whether 
prior to the commencement of or during the term of this 
Lease) (i) any proceedings in bankruptcy, insolvency or 
reorganization shall be instituted against Tenant pursuant 
to any Federal or State law now or hereafter enacted, or any 
receiver or trustee shall be appointed of all or any portion 
of Tenant's business or property, or any execution or 
attachment shall issue against Tenant or any of Tenant's 
business or property or against the leasehold estate created 
hereby, and any of such proceedings, process or appointment 
be not discharged and dismissed within thirty (30) days from 
the date of such filing, appointment or issuance; or (ii) 
Tenant shall be adjudged as bankrupt or insolvent, or Tenant 
shall make an assignment for the benefit of creditors, or 
Tenant shall file a voluntary petition in bankruptcy or 
petitions for (or enters into) an arrangement for 
reorganization, composition or any other arrangement with 
Tenant's creditors under any Federal or State law now or 
hereafter enacted, or this Lease or the estate of Tenant 
herein shall pass to or devolve upon, by operation of law or 
otherwise, anyone other than Tenant (except as herein 
provided), the occurrence of any one of such contingencies 
shall be deemed to constitute and shall be construed as a 
repudiation by Tenant of Tenant's obligations hereunder and 
shall cause this Lease ipso facto to be canceled and 
terminated effective as soon as permitted by then applicable 
law without thereby releasing Tenant; and upon such 
termination Landlord shall have the immediate right to re-
enter the Demised Premises and to remove all persons and 
property therefrom; this Lease shall not be treated as an 
asset of Tenant's estate, and neither Tenant nor anyone 
claiming by, through or under Tenant by virtue of any law or 
any order of any court shall be entitled to the possession 
of the Demised Premises or to remain in the possession 
thereof.  Upon the termination of this Lease, as aforesaid, 
Landlord shall have the right to retain as partial damages, 
and not as a penalty, any prepaid rents and any Security 
Deposit, and Landlord shall also be entitled to exercise 
such rights and remedies to recover from Tenant as damages 
such amounts as are specified in Paragraph 22 hereof, unless 
any statute or rule of law governing the proceedings in 
which such damages are to be proved shall lawfully limit the 
amount of such claims capable of being so proved, in which 
case Landlord shall be entitled to recover, as and for 
liquidated damages, the maximum amount which may be allowed 
under any such statute or rule of law.

22.	Default.


1.	If this Lease be assigned or the Demised Premises 
be sublet, either voluntarily or by operation of law, except 
as herein provided, or if Tenant shall fail (i) to pay, 
within five (5) days, when due, any rental or other sum 
payable hereunder; or (ii) to keep, observe or perform any 
of the other terms, covenants and conditions herein to be 
kept, observed and performed by Tenant for more than fifteen 
(15) days after written notice shall have been sent to 
Tenant specifying the nature of such default (or such 
greater length of time as may be reasonably required to cure 
such default provided that within such fifteen (15) day 
period Tenant has commenced and thereafter diligently 
continues steps to cure the default), then and in any one or 
more of such events are not timely cured (herein sometimes 
referred to as an "Event of Default"), Landlord shall have 
the immediate right to re-enter the Demised Premises, either 
by summary proceedings, by force or otherwise and to 
dispossess Tenant and all other occupants therefrom and 
remove and dispose of all property therein or, at Landlord's 
election, to store such property in a public warehouse or 
elsewhere at the cost and for the account of Tenant, all 
without service of any further notice of intention to re-
enter and with or without resort to legal process (which 
Tenant hereby expressly waives) and without Landlord being 
deemed guilty of trespass or becoming liable for any loss or 
damage which may be occasioned thereby. Upon the occurrence 
of any such Event of Default, Landlord shall also have the 
right, at its option, in addition to and not in limitation 
of any other right or remedy, to terminate this Lease by 
giving Tenant a written three (3) days' notice of 
cancellation and upon the expiration of said three (3) days, 
this Lease and the term hereof shall end and expire as fully 
and completely as if the date of expiration of such three 
(3) day period were the date herein definitely fixed for the 
end and expiration of this Lease and the term hereof and 
thereupon, unless Landlord shall have theretofore elected to 
re-enter the Demised Premises, Landlord shall have the 
immediate right of re-entry, in the manner aforesaid, and 
Tenant and all other occupants shall quit and surrender the 
Demised Premises to Landlord, but Tenant shall remain liable 
as hereinafter provided; however, that if Tenant shall 
default:

(1)	In the timely payment of any rental or other 
sum payable hereunder and any such default shall continue or be 
repeated for three (3) consecutive months, or for a total of five 
(5) months in any period of twelve (12) months, or

(2)	In the performance of any other covenants of 
this Lease more than six (6) times, in the aggregate, in any 
period of twelve (12) months, then, notwithstanding that such 
defaults shall have been cured within the period after notice as 
above provided, any further default shall be deemed to be 
deliberate, and Landlord thereafter may serve said written three 
(3) day notice of cancellation without affording to Tenant an 
opportunity to cure such further default, as long as Landlord 
does so in accordance with Florida Statutes.


2.	If by reason of the occurrence of any such Event 
of Default, the term of this Lease shall end before the date 
therefor originally fixed herein, or Landlord shall re-enter 
the Demised Premises, or Tenant shall be ejected, 
dispossessed, or removed therefrom by summary proceedings or 
in any other manner, Landlord at any time thereafter may, in 
Landlord's sole discretion, relet the Demised Premises, or 
any part or parts thereof, either in the name of Landlord or 
as agent for Tenant, for a term or terms which, at 
Landlord's option, may be less than or exceed the period of 
the remainder of the term hereof or which otherwise would 
have constituted the balance of the term of this Lease and 
grant market level concessions or free rent. Landlord shall 
receive the rents from such reletting and shall apply the 
same, first, to the payment of any indebtedness other than 
rent due hereunder from Tenant to Landlord; second to the 
payment of such reasonable expenses as Landlord may have 
incurred in connection with re-entering, ejecting, removing, 
dispossessing, reletting, altering, repairing, redecorating, 
subdividing, or otherwise preparing the Demised Premises for 
reletting, including reasonable brokerage and attorney's 
fees; and the residue, if any, Landlord shall apply to the 
fulfillment of the terms, covenants and conditions of Tenant 
hereunder, and Tenant hereby waives all claims to the 
surplus, if any. Tenant shall be and hereby agrees to be 
liable for and to pay Landlord any deficiency between the 
rent, additional rents and other charges reserved herein and 
the net avails, as aforesaid, of reletting, if any, for each 
month of the period which otherwise would have constituted 
the balance of the term of this Lease. Tenant hereby agrees 
to pay such deficiency on an accelerated basis or at 
Landlord's sole option, in monthly installments on the rent 
days specified in this Lease, and any suit or proceeding 
brought to collect the deficiency for any month, either 
during the term of this Lease or after any termination 
thereof, shall not prejudice or preclude in any way the 
rights of Landlord to collect the deficiency for any 
subsequent month by a similar suit or proceeding. Landlord 
shall in no event be liable in any way whatsoever for the 
failure to relet the Demised Premises or, in the event of 
such reletting, for failure to collect the rents reserved 
thereunder. Landlord is hereby authorized and empowered to 
make such repairs, alterations, decorations, subdivision or 
other preparations for the reletting of the Demised premises 
as Landlord shall deem fit, advisable and necessary, without 
in any way releasing Tenant from any liability hereunder, as 
aforesaid. Landlord shall have a valid and subsisting lien 
for the payment of all rentals, charges and other sums to be 
paid by Tenant and reserved hereunder (including all costs 
and expenses incurred by Landlord in recovering possession 
of the Demised Premises and the reletting thereof as 
provided under this Paragraph, which shall be deemed to be 
rent) upon Tenant's goods, merchandise, inventory, accounts, 
wares, equipment, signs, fixtures, furniture and other 
personal property situated in the Demised Premises ("Lien 
Property"), and such property shall not be removed therefrom 
without the prior written consent of Landlord until the 
arrearages in rent as well as any and all other sums of 
money then due to Landlord hereunder shall have first been 
paid and discharged. Tenant agrees and acknowledges that 
this Lease also serves as a security agreement under Article 
9 (F.S. 679 et seq.) of the Uniform Commercial Code to 
impose a lien upon the Lien Property to secure the payment 
of all rentals charges and other sums to be paid by Tenant 
and reserved hereunder and Tenant agrees to execute, 
acknowledge and deliver to Landlord such financing 
statements and other instruments as Landlord may request in 
order to commemorate the foregoing within ten (10) days 
after Landlord's request therefor.  Tenant empowers Landlord 
as Tenant's attorney-in-fact, coupled with an interest, 
irrevocably and with power of substitution to execute and 
file, to the extent permitted by law from time to time in 
effect during the term of this lease, any financing 
statement, any amendment thereto or any continuation 
statement which Landlord may deem necessary to perfect, 
protect or enforce the foregoing provisions. Landlord agrees 
to subordinate its Landlords lien to the lien of a 
commercial third party lender within ten (10) days of 
written request from Tenant.


Upon the occurrence of an Event of Default by Tenant, 
Landlord may, in addition to any other remedies provided 
herein or by law, enter upon the Demised Premises and take 
possession of any and all goods, merchandise, inventory 
wares, equipment, signs, fixtures, furniture and other 
personal property of Tenant situated in the Demised Premises 
without liability for trespass or conversion, and sell the 
same with or without notice at public or private sale, with 
or without having such property at the sale, at which 
Landlord or its assigns may purchase, and apply proceeds 
thereof, less any and all reasonable expenses connected with 
the taking of possession and the sale of the property, as a 
credit against any sums due by Tenant to Landlord; Tenant 
agrees to pay any deficiency forthwith, after demand. 
Landlord, at its option, may foreclose said lien in the 
manner provided by law. The lien herein granted to Landlord 
shall be in addition to any Landlord's lien that may now or 
at any time hereafter be provided by law.

3.	No such re-entry or taking possession of the 
Demised Premises by Landlord shall be construed as an 
election on its part to terminate this Lease unless a 
written notice of such intention be given to Tenant or 
unless the termination thereof shall result as a matter of 
law or be decreed by a court of competent jurisdiction. 
Notwithstanding any such reletting without termination, 
Landlord may at any time thereafter elect to terminate this 
Lease for such previous breach or default


4.	In the event this Lease is terminated pursuant to 
the foregoing provisions of this Paragraph or terminates 
pursuant to the provisions of this paragraph, Landlord may 
recover from Tenant all damages it may sustain by reason of 
Tenant's default, including the reasonable cost of 
recovering the Demised Premises and reasonable attorney's 
fees and upon so electing and in lieu of the damages that 
may be recoverable under subdivision (B) above, Landlord 
shall be entitled to recover from Tenant, as and for 
Landlord's damages, an amount equal to the difference 
between the Minimum Rent, additional rents (including taxes 
and insurance) and other charges reserved hereunder for the 
period which otherwise would have constituted the balance of 
the term of this Lease and the then present rental value of 
the Demised Premises for such period, both discounted at the 
rate of eight (8%) percent per annum to present worth, all 
of which shall immediately be due and payable by Tenant to 
Landlord. In determining the rental value of the Demised 
Premises the rental realized by any reletting, if such 
reletting be accomplished by Landlord within a reasonable 
time after the termination of this Lease, shall be deemed 
prima facie to be the rental value, but if Landlord shall 
not undertake to relet or having undertaken to relet, has 
not accomplished reletting, then it will be conclusively 
presumed that the rents reserved under this Lease represent 
the rental value of the Demised Premises for the purposes 
hereof (in which event Landlord may recover from the Tenant, 
the full total of all rents and additional charges due 
hereunder, discounted to present value as herein before 
provided). Landlord shall be obliged, however to account to 
Tenant for the Minimum Rent and additional rents received 
from persons using or occupying the Demised Premises during 
the period representing that which would have constituted 
the balance of the term of this Lease, but only at the end 
of said period and only if Tenant shall have paid to 
Landlord its damages as provided herein, and, only to the 
extent of sums recovered from Tenant as Landlord's damage, 
the Tenant waiving any claim to any surplus. Nothing herein 
contained, however, shall limit or prejudice the right of 
Landlord to prove and obtain as damages by reason of such 
termination, an amount equal to the maximum allowed by any 
statute or rule of law in effect at the time when, and 
governing the proceedings in which, such damages are to be 
proved, whether or not such amount be greater, equal to, or 
less than the amounts referred to in this Paragraph.

5.	During the continuance of any uncured Event of 
Default, Landlord shall have the right to injunctive relief 
as if no other remedies were provided herein to such breach.

6.	The rights and remedies herein reserved by or 
granted to Landlord are distinct, separate and cumulative, 
and the exercise of any one of them shall not be deemed to 
preclude, waive or prejudice Landlord's right to exercise 
any or all others.

7.	If Tenant shall suffer any Event of Default 
hereunder prior to the date fixed as the commencement of any 
renewal or extension of this Lease, if any, whether by a 
renewal option herein contained or by separate agreement, 
Landlord may cancel such option or agreement for renewal or 
extension of this Lease, upon two (2) days written notice to 
Tenant, provided that such notice is given prior to Tenant 
curing such Event of Default.

8.	In the event that Landlord should bring suit for 
the possession of the Demised Premises, for the recovery of 
any sum due hereunder, or because of the breach of any 
covenant of this Lease, or for any relief against Tenant, 
declaratory or otherwise, or should Tenant bring any suit 
for any relief against Landlord, declaratory or otherwise, 
arising out of this Lease, the prevailing party shall 
recover from the other party, costs, expenses and reasonable 
attorney's fees that the prevailing party may have incurred 
in connection therewith at all levels of proceedings.

9.	Tenant agrees that the venue and/or jurisdiction 
for any legal actions brought by Landlord pursuant to this 
Paragraph shall be in Broward County, Florida.

10.	THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY 
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY 
AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR 
IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF 
LANDLORD AND TENANT CREATED HEREBY, THE TENANT'S USE OR 
OCCUPANCY OF THE DEMISED PREMISES, AND/OR ANY CLAIM FOR 
INJURY OR DAMAGE.


11.	In the event Landlord commences any action or 
proceeding for non-payment of rent, additional rents or 
other charges due hereunder, the Tenant shall pay into the 
court registry the amount alleged in the complaint as 
unpaid, or if such amount is contested, such amount as is 
determined by the court, and any rent accruing during the 
pendency of the action, when due.  The Tenant must pay the 
amount alleged in the complaint into the court registry on 
or before the date on which his answer to the claim is due.  
If the Landlord is in danger of loss of the Demised Premises 
or other hardship resulting from the loss of rental income 
from the Demised Premises, the Landlord may apply to the 
court for disbursement of all or part of the funds so held 
in the court registry. Failure of the Tenant to pay the rent 
into the court registry pursuant to this section shall be 
deemed an absolute waiver of the Tenant's defenses.  In such 
case, the Landlord is entitled to an immediate default 
without further notice or hearing thereon.

23.	Destruction.  If the Demised Premises shall be damaged, 
in whole or in part, by fire or other casualty insured under 
Landlord's insurance policies, then upon Landlord's receipt of 
the insurance proceeds, Landlord shall, if possible, render said 
Demised Premises tenantable by repairs within one hundred eighty 
(180) days from the date of the Damage.  If said Demised Premises 
are not or cannot be rendered tenantable within said time, it 
shall be optional with either party hereto to cancel this Lease, 
and in the event of such cancellation, or not, the rent shall be 
paid only to the date of such fire or casualty. The cancellation 
herein mentioned shall be evidenced in writing. In the event the 
Lease is not canceled, Tenant shall when possible repair, restore 
or replace Tenant's trade fixtures, personal property, 
decorations, signs and contents in or upon the Demised Premises 
in a manner and to at least a condition equal to that existing 
prior to their damage or destruction.

Tenant shall not be entitled to and hereby waives all claims 
against Landlord for any compensation or damage for loss of use 
of the whole or any part of the Demised Premises and/or for any 
inconvenience or annoyance occasioned by any such damage, 
destruction, repair or restoration.

24.	Condemnation.

1.	Total:  If the whole of the Demised Premises or 
such part hereof as will render the remainder untenantable 
shall be acquired or taken by eminent domain for any public 
or quasi public use or purpose or by private purchase in 
lieu thereof, then the Lease and the term thereof shall 
automatically cease and terminate as of the date of title 
vesting in such proceeding.

2.	Partial:  (i) If any part of the Demised Premises 
shall be taken and such partial taking shall render that 
portion not so taken unsuitable for the purposes for which 
the Demised Premises were leased, or (ii) if more than one-
fourth (1/4th) of the existing parking spaces are so taken 
and Landlord cannot re-assign the same number of alternate 
spaces to Tenant, then Landlord and Tenant shall each have 
the right to terminate the Lease by written notice given to 
the other within sixty (60) days after the date of title 
vesting in such proceeding. If any part of the Demised 
Premises shall be so taken and the Lease shall not be 
terminated, as aforesaid, then the Lease and all of the 
terms and provisions thereof shall continue in full force 
and effect except that the Minimum Rent shall be thereafter 
reduced in the same proportion that the remaining leasable 
area of the Building upon the Demised Premises bears to 
original leasable area of the Building.


3.	As used herein, the amount received by Landlord 
shall mean that portion of the award in condemnation 
received by Landlord from the condemning authority which is 
free and clear of all prior claims or collections by the 
holders of any mortgages or deeds of trust or any ground or 
underlying Landlords

4.	If the Lease is terminated as provided in this 
paragraph, all rents shall be paid by Tenant up to the date 
that possession is so taken by public authority, and 
Landlord shall make an equitable refund of any rents paid by 
Tenant in advance and not yet earned.

5.	All damages or compensation awarded or paid for 
any such taking, whether for the whole or a part of the 
Demised Premises or any part of the buildings or 
improvements thereon, shall belong to and be the property of 
Landlord without any participation by Tenant, whether such 
damages or compensation shall be awarded or paid for 
diminution in value of the fee or in the leasehold estate 
created hereby, and Tenant hereby expressly waives and 
relinquishes all claims to such award or compensation or any 
part thereof and of the right to participate in any such 
condemnation proceedings against the Landlord; provided, 
however, that nothing herein contained shall be construed to 
preclude Tenant from prosecuting any claim directly against 
the condemning authority, but not against Landlord, for the 
value of or damages to and/or for the cost of removal of 
Tenant's movable trade fixtures and other personal property 
which under the terms of the Lease would remain Tenant's 
property upon the expiration of the term of this Lease, as 
may be recoverable by Tenant in Tenant's own right, or for 
other such claims separately cognizable to Tenant, provided 
further that no such claim shall diminish or otherwise 
adversely affect Landlord's award.  Each party agrees to 
execute and deliver to the other all instruments that may be 
required to effectuate the provisions of this Paragraph.

25.	Access to Premises.  Landlord shall have the right to 
enter the Demised Premises during normal business hours to 
inspect or to exhibit the same to prospective purchasers, 
mortgagees, Tenants and tenants and to make such repairs, 
additions, alterations or Improvements Landlord may deem 
reasonably necessary.  Landlord shall be allowed to take all 
material into and upon said Demised Premises that may be required 
theretofore without the same constituting an eviction of Tenant 
in whole or in part, and the rents reserved shall not abate while 
said work is in progress by reason of loss or interruption of 
Tenant's business or otherwise; Tenant shall have no claim for 
damages.  If Tenant shall not be personally present to permit an 
entry into said premises when for any reason an entry therein 
shall be permissible, Landlord may enter the same by a master key 
or by the use of force without rendering Landlord liable therefor 
and without in any manner affecting the obligations of this 
Lease.  The provisions of this paragraph shall not be construed 
to impose upon Landlord any obligation whatsoever for the 
maintenance or repair of the building or any part thereof.  
During the six (6) months prior to the expiration of this Lease 
or any renewal term, Landlord may place upon the Demised Premises 
signs indicating that -- the Demised Premises are available for 
rent or sale, which Tenant shall permit to remain thereon, except 
as otherwise provided for in this Lease.


26.	Subordination.  Subject to this Section 26, this Lease 
is subject and subordinate to each and every mortgage, deed of 
trust and/or ground lease which may now or hereafter affect the 
Demised Premises (collectively referred to as a "Mortgage") and 
to all renewals, extensions, supplements, amendments, 
modifications, consolidations and replacements thereof or 
thereto, substitutions therefor, and advances made under a 
Mortgage.  Tenant agrees to execute within fifteen (15) days 
written request from Landlord a commercially reasonable 
subordination, in favor of the holder of any such mortgage or 
deed of trust (hereinafter a "Mortgagee") or the landlord 
pursuant to any ground lease, provided said subordination 
provides that said Mortgagee (as hereinafter defined) will agree 
not to disturb Tenant's right to possession of the Demised 
Premises, so long as Tenant is not in default (beyond any 
applicable cure or grace period) under the terms of this Lease.  
If Tenant shall fail to execute such subordination within said 
fifteen (15) day period, the subordination shall be self-
operative upon delivery by the Mortgagee to the Tenant of a 
statement whereby the Mortgagee agrees not to disturb Tenant's 
right to possession of the Demised Premises, so long as Tenant is 
not in default (beyond applicable cure or grace period) 
hereunder.

If at any time prior to the expiration of the term hereof, 
the Demised Premises are sold or a mortgagee receives possession 
or control of the Landlord's interest hereunder, then Tenant 
agrees, at the election and upon demand of Landlord, or any such 
owner or mortgagee in possession, to attorn, from time to time, 
to any such owner, Landlord or mortgagee, upon the then executory 
terms and conditions of this Lease, for the remainder of the term 
originally demised in this Lease, provided that such owner, 
Landlord or mortgagee, as the case may be, or receiver caused to 
be appointed by any of the foregoing, shall then be entitled to 
possession of the Demised Premises.  The provisions of this 
subsection shall inure to the benefit of Landlord or a mortgagee, 
and shall be self-operative upon any such demand, and no further 
instrument shall be required to give effect to said provisions.  
Tenant, however, upon demand of Landlord or a mortgagee, agrees 
to execute, from time to time, instruments in confirmation of the 
foregoing provisions of this subsection, satisfactory to Landlord 
or mortgagee, acknowledging such attornment and setting forth the 
terms and conditions of its tenancy.  Tenant hereby irrevocably 
constitutes and appoints Landlord as Tenant's attorney-in-fact to 
execute any such certificates for and on behalf of Tenant.  
Nothing contained in this subsection shall be construed to impair 
any right otherwise exercisable by Landlord or a mortgagee.  
Anything to the contrary notwithstanding, in the event that 
Tenant and a Mortgage enter into a Subordination Non-Disturbance 
and Attornment Agreement ("SNDA"), the terms of said SNDA shall 
control over the terms of this section, with regards to the 
rights and obligations of Tenant and said Mortgagee.

27.	Quiet Enjoyment.  Tenant, upon paying the rents and 
performing all of the terms on its part to be performed, shall 
peaceably and quietly enjoy the Demised Premises subject, 
nevertheless, to the terms of this Lease and to any mortgage or 
agreements to which this Lease is subordinated.


28.	End of Term.  At the expiration of this Lease, Tenant 
shall surrender the Demised Premises broom clean and in the same 
condition as it was in upon the completion of the Landlord's 
Work, reasonable wear and tear and renovations as herein 
contemplated excepted, and shall deliver all keys and 
combinations to locks, safes and vaults to Landlord. Within 
thirty (30) days of surrendering said premises, Tenant shall 
remove all its personal property and equipment, and (except as 
previously agreed to in writing by Landlord and Tenant) all trade 
fixtures, alterations, additions and decorations, and shall 
repair any damage caused thereby. Tenant's obligations to perform 
this provision shall survive the end of the term of this Lease.  
If Tenant fails to remove its property upon the expiration of 
this Lease, the said property shall be deemed abandoned and shall 
become the property of Landlord, and if Landlord elects to remove 
same, Tenant shall be liable for all costs incurred in connection 
therewith. If the Demised Premises be not surrendered as and when 
aforesaid, Tenant shall indemnify Landlord against all loss or 
liability resulting from the delay by Tenant in so surrendering 
the same, including, without limitation, any claims made by any 
succeeding occupant founded on such delay.  Tenant's obligations 
under this Paragraph shall survive the expiration or sooner 
termination of the term of this lease

29.	Holding Over.  Any holding over after the expiration of 
this term or any renewal term shall be construed to be a tenancy 
from month to month at the rents herein specified (prorated on a 
monthly basis) and shall otherwise be on terms herein specified 
so far as applicable. In the event such holding over is without 
the written consent of Landlord, Tenant shall be obligated to pay 
double the monthly rent and charges set forth herein.

30.	No Waiver.  Failure of Landlord to insist upon the 
strict performance of any provision or to exercise any option or 
any rules and regulations shall not be construed as a waiver for 
the future of any such provision, rule or option. The receipt by 
Landlord of rent with knowledge of the breach of or default under 
any provisions of this Lease shall not be deemed a waiver of such 
breach or default.  No provision of this Lease shall be deemed to 
have been waived by Landlord unless such waiver is in writing 
signed by Landlord.  No payment by Tenant or receipt by Landlord 
of a lesser amount than the monthly rent shall be deemed to be 
other than on account of the earliest rent then unpaid nor shall 
any endorsement or statement on any check or any letter 
accompanying any check or payment as rent be deemed an accord and 
satisfaction, and Landlord may accept such check or payment 
without prejudice to Landlord's right to recover the balance of 
such rent or pursue any other remedy provided in this Lease or 
under the laws of the State of Florida.

31.	Relationship of Parties.  Nothing contained in this 
Lease shall be deemed to constitute or be construed to create the 
relationship of principal and agent, partnership, joint venturers 
or any other relationship between the parties hereto, other than 
the relationship of Landlord and Tenant.

32.	Notices.  Any notice, demand, request or other 
instrument which may be or are required to be given under this 
Lease shall be delivered in person or sent by United States 
Certified or Registered Mail, postage prepaid, or by overnight 
courier such as Federal Express, and shall be addressed:

1.	If to Landlord at the address herein above given; 
and

2.	if to Tenant, at the address set forth in 1 (c).


Either party may designate such other address as shall be 
given by written notice. Any notice mailed in accordance herewith 
shall be deemed received three (3) business days from the date of 
mailing.

33.	Recording.  Tenant shall not record this Lease or a 
memorandum thereof without the prior written consent of Landlord.

34.	Partial Invalidity.  If any provision of this Lease or 
application thereof to any person or circumstance to any extent 
be invalid, the remainder of this Lease or the application of 
such provision to persons or circumstances other than those as to 
which it is held invalid shall not be affected thereby and each 
provision of this Lease shall be valid and enforced to the 
fullest extent permitted by law.

35.	Brokerage.  Landlord and Tenant each represent and 
warrant to the other that neither has had any dealings with any 
person, firm, broker or finder in connection with the negotiation 
of this Lease other than GODART PROPERTIES (the "Broker"), and no 
other broker or person, firm or entity is entitled to any 
commission or finder's fee in connection with this transaction 
(except for the Broker). Landlord and Tenant do each hereby 
indemnify, defend, protect and hold the other harmless from and 
against any costs, expenses or liability for compensation, 
commission or charges which may be claimed by any broker, finder 
or other similar party by reason of any actions of the 
indemnifying party.  Landlord agrees to pay to the Broker the 
commission for its services in accordance with a separate 
agreement between the Landlord and the Broker.

36.	Provisions Binding, Etc.  Except as otherwise expressly 
provided, all provisions herein shall be binding upon and shall 
inure to the benefit of the parties, their legal representatives, 
successors and assigns. Each provision to be performed by Tenant 
shall be construed to be both a covenant and a condition, and if 
there shall be more than one Tenant, they shall all be bound 
jointly and severally, by these provisions. In the event of any 
sale of the Demised Premises or this Lease, Landlord shall be 
entirely relieved of all obligations hereunder, provided such 
transferee assumes, in writing, all obligations of the Lease 
hereunder.

37.	Entire Agreement, Etc.  This Lease and the Addenda, 
Exhibits or Riders (if attached) set forth the entire agreement 
between the parties; any prior conversations or writings are 
merged herein and extinguished.  No subsequent amendment to this 
Lease shall be binding upon Landlord or Tenant unless reduced to 
writing and signed by both parties. Submission of this Lease for 
examination does not constitute an option for the Demised 
Premises and becomes effective as a lease only upon execution and 
delivery thereof by both Landlord and Tenant. If any provision 
contained in an Addendum is inconsistent with the printed 
provision of this Lease, the provision contained in said Addendum 
shall supersede said printed provision. The captions, numbers and 
index appearing herein are inserted only as a matter of 
convenience and are not intended to define, limit, construe or 
describe the scope or intent of any paragraph, nor in any way 
affect this Lease.


38.	Definitions.  The term "Landlord" as used in this Lease 
shall mean only the owner or the mortgagee in possession for the 
time being of the land and building (or the owner of a lease of 
the building) of which the Demised Premises forms a part, so that 
in the event of any sale or sales of said land and building, or 
of the underlying lease or ground lease thereof, or in the event 
of a lease of said building, Landlord shall be and hereby is 
entirely freed and relieved of all covenants and obligations on 
its part to be performed hereunder, and it shall be deemed and 
construed without further agreement between the parties or their 
successors in interest or between the parties and the purchaser 
at any such sale, or the said Tenant of the building, that the 
purchaser or the Tenant of the building has assumed and agreed to 
carry out any and all covenants and obligations of Landlord 
hereunder.

39.	Estoppel Certificate by Tenant/Financial Statements.  
From time to time, within ten (10) days next following Landlord's 
request, Tenant shall deliver to Landlord a written statement 
(prepared by Landlord at Landlord's expense) executed and 
acknowledged by Tenant in form satisfactory to Landlord (a) 
stating that this Lease is then in full force and effect and has 
not been modified (or if modified, setting forth all 
modifications), (b) setting forth the date to which the Minimum 
Rent, additional rent and other charges hereunder have been paid, 
(c) stating whether or not, to the best knowledge of Tenant, 
Landlord is in default under this Lease, and, if Landlord is in 
default, setting forth the specific nature of all such defaults, 
(d) certifying that Tenant has accepted possession of the Demised 
Premises, and (e) as to any other reasonable matters requested by 
Landlord.

40.	Guaranty.  This paragraph has been omitted in its 
entirety

41.	Limitation of Liability.  Tenant shall look solely to 
Landlord's interest in the Demised Premises for the satisfaction 
of any judgment or decree requiring the payment of money by 
Landlord, based upon any default under this Lease, and no other 
property or asset of Landlord shall be subject to levy, execution 
or other enforcement procedure for the satisfaction of such 
judgment or decree.

42.	Captions and Headings.  Captions and Article headings 
contained in this Lease are for convenience and reference only 
and in no way define, describe, extend or limit the scope or 
intent of this Lease nor the intent of any provision hereof.

43.	Counterparts.  This Lease may be executed in one or 
more counterparts, each of which shall be deemed to be an 
original but all of which shall constitute one and the same 
agreement.

44.	Gender.  All terms and words used in this Lease, 
regardless of the number and gender in which used, shall be 
deemed to include any other gender or number as the context or 
the use thereof may require.


45.	Interpretation.  This Lease shall not be construed more 
strictly against one party than against the other merely by 
virtue of the fact that it may have been prepared by counsel for 
one of the parties, it being recognized that both Landlord and 
Tenant have contributed substantially and materially to the 
preparation of this Lease. Wherever used in this Lease, "any" 
means "any and all"; "include" and "including" each are without 
limitation; "indemnify" means that the indemnitor will defend, 
indemnify and hold the indemnitee harmless against any claims, 
demands, losses or liabilities asserted against or incurred by, 
the indemnitee to any third party because of the subject matter 
of the indemnity; "may not" other negative forms of the verb 
"may" each are prohibitory; and "will", "must", "should" each are 
mandatory. Unless this Lease expressly or necessarily requires 
otherwise (ii) any time period measured in "days" means 
consecutive calendar days, except that the expiration of any time 
period measured in days that expires on a Saturday, Sunday or 
legal holiday automatically will be extended to the next business 
day; (ii) any action is at the sole expense of the party required 
to take it; (iii) the scope of any indemnity includes any costs 
and expenses, including reasonable attorneys' fees, incurred in 
defending any indemnified claim, or in enforcing the indemnity, 
or both.

46.	Time of the Essence.  Time is of the essence of this 
Agreement.

47.	Corporate Tenant.  If Tenant is or will be a 
corporation, the persons executing this Lease on behalf of Tenant 
hereby covenant, represent and warrant that Tenant is a duly 
incorporated or a duly qualified (if a foreign corporation) 
corporation and authorized to do business in the State of 
Florida; and that the person or persons executing this Lease on 
behalf of Tenant is an officer or are officers of such Tenant, 
and that he or they as such officers were duly authorized to sign 
and execute this Lease.  Upon request of Landlord to Tenant, 
Tenant shall deliver to Landlord documentation satisfactory to 
Landlord evidencing Tenant's compliance with the provisions of 
this Paragraph.

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


49.	Automatic Renewal Term(s).  Provided there is not then 
an uncured Event of Default at the time the renewal term is 
scheduled to commence, Tenant is hereby granted two (2) five-year 
options to renew this Lease (the "Option Lease Terms") under the 
same terms and conditions as the initial five-year term with the 
Minimum Rent due Landlord for the Demised Premises for the 
initial lease year of the initial Option Lease Term equal to Two 
Hundred Sixteen Thousand Ninety-Four Dollars and Forty-Four Cents 
($216,094.44) per annum, consisting of $176,242.44 as "Base Rent" 
and $39,852.00 as "Expenses," payable in advance, at a rate of 
Eighteen Thousand Seven Dollars and Eighty-Seven Cents 
($18,007.87) per month, plus any increased Expenses pursuant to 
Paragraph 1 (h)(3), plus any applicable sales and/or rent taxes 
thereon; the Base Rent due Landlord shall increase three percent 
(3%) annually as per Paragraph 1, Section h, (2) above. Tenant 
shall give Landlord written notice of Tenant's intention not to 
exercise these options at least one hundred eighty (180) days 
prior to the end of the initial term or the first Option Lease 
Term, as the case may be (Certified mail, return receipt 
requested). If such notice is not received by Landlord within 
said time period, the Lease shall be automatically renewed as is 
stated above, at Landlord's option.

50.	Refuse Prevention.  Tenant will not place or maintain 
any garbage, trash, rubbish, debris, or any other refuse in any 
vestibule or entry of the Demised Premises; on the pathways or 
corridors adjacent thereto; or elsewhere on the exterior of the 
Demised Premises, which shall include, without limitation, 
sidewalks, alleyways and courtyards. Tenant also will not cause 
or permit odors of any kind to emanate from the Premises.

51.	Delayed Occupancy.  If Landlord cannot deliver 
possession of the Demised Premises to Tenant by the Lease 
Commencement Date, the Lease shall not be void or voidable, nor 
shall Landlord be liable to Tenant for any loss or damage 
resulting therefrom; in that event the term of this Lease shall 
be amended to commence on the date when Landlord can deliver 
possession, and all corresponding dates of the Lease shall be 
adjusted accordingly in conjunction with paragraph 1 (g) above. 
If as a result of such postponement, the term would begin on 
other than the first day of a month, the commencement date shall 
be the first day of that month; however, the Tenant shall pay 
rent pro-rated for such partial month's occupancy in conjunction 
with paragraph 4. above.  Anything to the contrary 
notwithstanding, in the event that Landlord has not delivered 
possession of the Demised Premises prior to May 15, 1997, 
Landlord agrees to make available to Tenant, under the same terms 
and conditions set forth herein, thirteen thousand (13,000) 
square feet of warehouse space within the Port 95-3 building 
which is owned by an affiliate of Landlord. Upon the commencement 
of the Lease Term, all of Tenant's rights in and to the premises 
in the Port 95-3 building shall terminate. In the event that 
Landlord has not obtained a Certificate of Occupancy for the 
warehouse portion of the Demised Premises with ninety (90) days 
from the date of this Lease, (the "Anticipated Delivery Date") 
Landlord shall give the Tenant a credit against Rent equal to 
$85.93 for every day beyond the Anticipated Delivery Date until a 
Certificate of Occupancy for the warehouse portion of the Demised 
Premises has been obtained.  In the event that Landlord has not 
obtained a Certificate of Occupancy for the warehouse portion of 
the Demised Premises prior to one hundred eighty (180) days from 
the date of this Lease (the "Termination Date"), Tenant shall 
have the option of either (i) terminating the Lease or (ii) 
extending the Termination Date for an additional forty five (45) 
days. Tenant shall notify Landlord in writing of its decision 
within five (5) business days of the Termination Date. If Tenant 
fails to notify Landlord of its decision within five (5) days of 
the Termination Date, then Landlord shall have the option of 
terminating the Lease or extending the Termination Date.  
Landlord will obtain a Certificate of Occupancy for the office 
portion of the Demised Premises and will deliver occupancy of 
said portion to the Tenant within thirty (30) days after 
commencement of the Lease Term (the "Office Completion Date"). In 
the event the office portion is not completed by the Office 
Completion Date, Tenant shall be entitled to a credit against 
Rent of $25.00 for every day beyond the Office Completion Date 
until delivery of possession of the office portion to the Tenant.


52.	No Presumption Against Drafter. Landlord and Tenant 
understand, agree, and acknowledge that i) this Lease has been 
freely negotiated by both parties; and ii) that, in any 
controversy, dispute, or contest over the meaning, 
interpretation, validity, or enforceability of this Lease or any 
of its terms or conditions, there shall be no interference, 
presumption, or conclusion drawn whatsoever against either party 
by virtue of that party having drafted this Lease or any portion 
thereof.

IN WITNESS WHEREOF, the parties hereto have executed this 
instrument for the purpose herein expressed, this 26th day of 
March, 1997.

Signed, sealed and delivered in	PORT 95-4, LTD., a Florida 
limited partnership
the presence of:

As to Landlord:	By:	KELSY PORT 95-4, LTD., a 
Florida limited 
partnership, General 
Partner

_________________________________
By:     KELSY PORT 95-4, INC.,
a Florida corporation, 
General Partner

________________________________
By:     /s/ Charles M. Kelsy, Jr.        
Charles M. Kelsey, 
Jr.,
President


As to Tenant:	INTERNATIONAL AIRLINE SUPPORT 
GROUP, INC., a Delaware 
corporation

________________________________	
By:   /s/ A.A. Dyer                   
Alexius A. Dyer, CEO
________________________________