Residential Lease for Unit in Condominium or Cooperative
FLORIDA ASSOCIATION OF REALTORS

                       (FOR A TERM NOT TO EXCEED ONE YEAR)
  (Not To Be Used For Commercial, Agricultural, or Other Residential Property)

WARNING:  IT IS VERY  IMPORTANT  TO READ ALL OF THE LEASE  CAREFULLY.  THE LEASE
IMPOSES  IMPORTANT  LEGAL  OBLIGATIONS,  AN  ASTERISK  (*) OR A BLANK  SPACE ( )
INDICATES A PROVISION  WHERE A CHOICE OR A DECISION MUST BE MADE BY THE PARTIES,
NO CHANGES OR ADDITIONS TO THIS FORM MAY BE MADE UNLESS A LAWYER IS CONSULTED.

I.    TERM  AND  PARTIES.  This is a lease  ("the  Lease")  for a  period  of 12
      (number) months (the "Lease Term"),  beginning 6/24/98 (month,  day, year)
      and ending 6/23/99,  between THERESA  MATUSZEK and G. RICHARD SMITH of (In
      the Lease,  the owner,  whether  one or more,  of the  property  is called
      "Landlord."  All  persons  to whom  the  property  is  leased  are  called
      "Tenant")

II.   PROPERTY  RENTED.  Landlord  leases to Tenant unit no. 508 in the building
      located at 450 Gulfview  known as 440 West Bld,  Clearwater  Florida 33767
      together  with  the  following  furniture  and  appliances:  SEE  ATTACHED
      INVENTORY  SHEET.  [List all  furniture  and  appliances.  If none,  write
      "none."]  (In the Lease  the  property  leased,  including  furniture  and
      appliances, if any, is called "the Premise")

III.  COMMON AREAS.  Landlord  grants to Tenant  permission  to use,  along with
      others,  the common areas of the building and the development of which the
      Premises are a part

IV.   RENT  PAYMENTS  AND  CHARGES.  Tenant  shall pay rent for the  Premises in
      installments  of $ 1,150.00 each on the 1st day of each month.  (A "Rental
      Installment  Period,"  as used in the  Lease,  shall be a month if rent is
      paid  monthly and a week if rent is paid  weekly.)  Tenant  shall pay with
      each rent payment all taxes imposed on the rent by taxing authorities. The
      amount of taxes payable on the beginning date of the Lease is $NA for each
      Installment. The amount of each installment of rent plus taxes ("the Lease
      Payment") as of to data the Lease  begins,  is $ NA.  Landlord will notify
      Tenant if the amount of the tax changes. Tenant shall pay the rent and all
      other charges required to be paid under the Lease by cash, valid check, or
      money order.  Landlord  may appoint an agent to collect the Lease  Payment
      and to perform Landlord's obligations.

      *     LANDLORD/ Tenant (circle one) shall pay the common area, maintenance
            fees attributable to the Premises  during the Lease Term. Such fees
            are  $_______________  per  month /  quarter  (circle  one)  and are
            payable at the following  address:  _______.Failure by Tenant to pay
            any such few that are  Tenant's  obligations  shall be a default  in
            payment of rent

      *     The Lease Payments must be PAID IN ADVANCE/ in arrears  (circle one)
            beginning____________ (date).

V.    DEPOSITS,  ADVANCE  RENT,  AND LATE  CHARGES.  In  addition  to the  Lease
      Payments  described  above,  Tenant shall pay the  following:  (check only
      those item that apply)

      [X]   a security deposit of $ 1,000.00 to be paid upon signing the Lease.

      [ ]   advance  rent  in the  amount  of $  __________  for  the  Rental
            Installment Periods of __________ to be paid upon signing the Lease.

      [ ]   a pet  deposit  in the  amount  of $  __________  to be paid  upon
            signing the Lease.

      [X]   a late charge in the amount of $ 10.00 for each Lease  Payment  made
            more than 10 number of days after the date it is due.

      [X]   a bad check fee in the amount of $20.00 (not to exceed $20.00, or 5%
            of the Lease Payment, whichever is greater if Tenant makes any Lease
            Payment with a bad check.  If Tenant makes any Lease  Payment with a
            bad check.  Landlord  can  require  Tenant to pay all  future  Lease
            Payments in cash or by money order.

VI.   SECURITY  DEPOSITS AND ADVANCE RENT. If Tenant has paid a security deposit
      or advance rent the following provisions apply.

      A     Landlord  shall  hold the money in a  separate  interest-bearing  or
            noninterest-bearing  account in a Florida  banking  institution  for
            fine  benefit  of  Tenant.  If  Landlord  deposits  the  money in an
            interest-bearing  account,  Landlord must pay Tenant  interest of at
            least 75% of the annualized  average interest paid by the bank of 5%
            per year  simple  interest,  whichever  Landlord  chooses.  Landlord
            cannot mix such money with any other  funds of  Landlord  or pledge,
            mortgage  or make any  other  use of such  money  until the money is
            actually due to Landlord;  or B. Landlord must post a surety bond in
            the manner  allowed by law.  If  Landlord  posts the bond,  Landlord
            shall pay Tenant 5% interest per year.

            At the and of the Lease, Landlord will pay Tenant, or credit against
            rent, the interest due to Tenant.  No interest will be due Tenant if
            Tenant  wrongfully  terminates the Lease before the end of the Lease
            Term.

            It Landlord rents five or more dwelling  units,  then within 30 days
            of Tenant's  payment of the advance  rent or any  security  deposit,
            Landlord  must  notify  Tenant  in  writing  of the  manner in which
            Landlord is holding such money,  the  interest  rate,  if any,  that
            Tenant will receive, and when such payments will be made.

VII.  NOTICES.  CYNTHIA  HARRINGTON/  CLEARWATER BEACH R.E.  is Landlord's
      Agent.  All notices to  Landlord  and all Lease  Payments  must be sent to
      LANDLORD'S  Agent at 140 Manchester Dr. Unit 210, Buffalo Grove Il  unless
      Landlord  gives Tenant written  notice of a change.  Landlord's  Agent may
      perform  inspections on behalf of Landlord.  All notices to Landlord shall
      be given by certified mail, return receipt requested,  or by hand delivery
      to Landlord or Landlord's Agent.

      Any notice to Tenant  shall be given by  certified  mail,  return  receipt
      requested,  or  delivered to Tenant at the  Premises.  If Tenant is absent
      from the  Premises,  a notice to Tenant  may be given by leaving a copy of
      the notice at the Premises.
<PAGE>
VIII. USE OF  PREMISES.  Tenant  shall  use the  Premises  only for  residential
      purposes.  Tenant also shall obey,  and require  anyone on the Premises to
      obey, all laws and any restrictions  that apply to the Premises.  Landlord
      will give Tenant notice of any restrictions that apply to the Premises.

      The Premises are located in a condominium or cooperative development.  The
      Lease, and Tenant's rights under the lease, shall be subject to all terms,
      conditions,  provisions,  and  restrictions  set out in the Declaration of
      Condominium,  the plat, and  restrictions,  rules,  and regulations as now
      exist or may be adopted,  modified,  amended, or repealed by the governing
      association during the Lease Term.

         Tenant  acknowledges  that the governing  association may adopt modify,
         amend,  or repeal rules and regulations for the use of the common areas
         and the Premises during the Lease Term

*     Occasional  overnight  guests  are  / are  not  permitted.  An  occasional
      overnight guest is one who does not stay more than ______________  nights.
      in any calendar month. Landlords written approval is / is not (circle one)
      required to allow anyone also to occupy the Premises.

*     Tenant may / may not keep or allow pets or animals on the Premises without
      Landlords approval of the pet or animal in writing.

      Tenant shall not keep any dangerous or flammable items that might increase
      the danger of fire or damage on the Premises without Landlord's consent.

      Tenant  shall  not  create  any  environmental  hazards  on or  about  the
      Premises.

      Tenant shall not destroy,  deface,  damage,  impair, or remove any part of
      the Premises belonging to Landlord, nor permit any person to do so.

*     Tenant may / my not make any  alterations or  improvements to the Premises
      without  first  obtaining  Landlords  written  consent  to the  alteration
      Improvement.

      Tenant must act and require all other persons on the Premises to act, in a
      manner that does not  unreasonably  disturb any  neighbors or constitute a
      breach of the peace

IX.   MAINTENANCE.  Landlord  and  Tenant  agree  that  the  maintenance  of the
      Premises must be performed by the person indicated below:

      A.    Structural and Building Codes.  Landlord and Tenant acknowledge that
            the  maintenance  of the  structural  elements  and common  areas is
            performed by the condominium  association as part of the common area
            maintenance.  Landlord  shall assure that the  association  complies
            with applicable building,  housing, and health codes relating to the
            Premises.  If there are no applicable  building,  housing, or health
            codes,  Landlord  shall assure that the  association  maintains  and
            repairs  the  roofs  porches,   windows,  exterior  walls,  screens,
            foundations, floors, structural components, and steps, and keeps the
            plumbing in reasonable  working order.  Landlord will be responsible
            for  the  maintenance  of any  items  listed  above  for  which  the
            association is not responsible.

      B.    Elective Maintenance.  Fill in each blank space in this section with
            Landlord or Tenant to show who will take care of the item noted.  If
            a space is left  blank.  Landlord  will be  required to take care of
            that item.
<TABLE>
<CAPTION>
<S>       <C>            <C>                      <C>             <C>           <C>            <C>
              Tenant       Smoke detectors         Condo Assn.    Running water    Landlord      Appliances
              Condo Assn   Extermination of        Landlord       Hot water        Landlord/Ten  Fixtures
                           rats, mice, 
                           roaches, ants, wood     NA Lawn                         Condo Assn.   Pool (including
                           destroying organisms,                                                 filters, machinery. 
                           and bedbugs                                                           And equipment)      
                                                                                   Tenant        Heating and air     
              Landlord/TenLocks and keys           Landlord       Heat                           conditioning filters
              Condo Assn.   Clean and safe         Landlord       Air conditioning               Other:_________     
                            condition of outside 
                            areas                  Tenant         Furniture
              Condo Assn    Garbage removal and 
                            outside garbage receptacles
</TABLE>
*     Tenants responsibility, if any, indicated above, shall / shall not include
      major maintenance or major replacement of equipment

      Landlord shall be responsible for major  maintenance or major  replacement
      of  equipment,   except  for  equipment  for  which  Tenant  has  accepted
      responsibility  if major  maintenance or major replacement in the previous
      paragraph.

      Major  maintenance or major replacement means a repair or replacement that
      costs more than $_____________________.

      Tenant shall be required to vacate the Premises on 7 days' written notice,
      if  necessary,  for  extermination  pursuant  to this  subparagraph.  When
      vacation of the Premises is required for extermination, Landlord shall not
      be liable for damages but shall abate the rent

      Nothing in this  section  makes  Landlord  responsible  for any  condition
      created or caused by the  negligent or wrongful act or omission of Tenant,
      any member of Tenant's  family,  or any other person on the Premises  with
      Tenant's consent.

      C.    Tenant's Required  Maintenance.  At all times during the Lease Term,
            Tenant shall:
            1   comply with all  obligations  imposed upon tenants by applicable
                provisions of building, housing, and health codes;
            2.  keep the Premises clean and sanitary;
            3.  remove  all  garbage  from  the  dwelling  unit in a  clean  and
                sanitary manner;
            4.  keep all plumbing fixtures in the dwelling unit clean, sanitary,
                and in repair; and
            5.  use and operate in a reasonable manner all electrical, plumbing,
                sanitary,  heating,  ventilating,  air  conditioning,  and other
                facilities and appliances, including elevators.

X.    UTILITIES.  Tenant  shall pay all  charges  for  hook-up  connection,  and
      deposit for providing  all utilities and utility  services to the Premises
      during this lease except 0 ,which  Landlord agrees to provide at Landlords
      expense.  (Specify  any  utilities to be provided and paid for by Landlord
      such as water, sewer, oil, gas, electricity,  telephone,  garbage removal,
      etc.)

XI.  LANDLORD'S  ACCESS TO PREMISES.  Landlord or Landlords  Agent may enter the
Premises in the following circumstances:

      A.    At any time for the protection or preservation of the Premises.

      B.    After  reasonable  notice  to  Tenant  at  reasonable  times for the
            purpose of repairing the Premises. C. To inspect the Premises;  make
            necessary  or agreed  upon  repairs,  decorations,  alterations,  or
            improvements;  supply  agreed  services;  or exhibit the Premises to
            prospective or actual purchasers,  mortgagees,  tenants, workers, or
            contractors under any of the following circumstances:

            1.  with Tenant's consent;
            2.  in case of emergency.
            3.  when Tenant unreasonably withholds consent or
            4.  If Tenant is absent from the  Promises  for a period of at least
                one-half a Rental  Installment  Period.  (If the rent is current
                and  Tenant  notifies  Landlord  of an  intended  absence,  then
                Landlord  may  enter  only  with  Tenants  consent  or  for  the
                protection or preservation of the Premises.)

XII.  PROHIBITED ACTS BY LANDLORD.

      A.    Landlord  cannot cause,  directly or indirectly,  the termination or
            unreasonable  interruption  of  any  utility  service  furnished  to
            Tenant,   including,   but  not  limited  to,  water,  heat,  light,
            electricity,  gas, elevator,  garbage  collection,  or refrigeration
            (whether  or not the  utility  service  is under the  control  of or
            payments made by, Landlord).

      B.    Landlord  cannot  prevent  Tenant's  access to the  Premises  by any
            means,  including,  but not limited to,  changing the locks or using
            any bootlock or similar device.

      C.    Landlord  cannot remove the outside doors,  locks,  roof,  walls, or
            windows of the Premises except for purposes of maintenance,  repair,
            or replacement.  Landlord cannot remove Tenant's  personal  property
            from the  Premises  unless  the  action  is taken  after  surrender,
            abandonment,  or  a  lawful  eviction.  If  provided  in  a  written
            agreement  separate from the lease upon  surrender or abandonment by
            Tenant,  Landlord shall not be liable or responsible  for storage or
            disposition of Tenant's personal property. (For the purposes of this
            section, abandonment means Tenant is absent from the Premises for at
            least  one-half a Rental  installment  period without paying rent or
            giving Landlord reasonable notice of Tenant's absence.)

XIII. CASUALTY  DAMAGE If the Premises  are damaged or  destroyed  other than by
      wrongful  or  negligent  acts of Tenant or  persons on the  Premises  with
      Tenant's  consent  so  that  the  use of  the  Premises  is  substantially
      impaired,  Tenant may  terminate the Lease within 30 days after the damage
      or  destruction  and Tenant  immediately  vacate the  premises.  If Tenant
      vacates,  Tenant is not liable for rent that would have been due after the
      date of termination.  Tenant may vacate the part of the Premises  rendered
      unusable by the damage or  destruction,  in which case Tenant's  liability
      for rent  shall be  reduced  by the fair  rental  value of the part of the
      premises that was damaged or destroyed.
<PAGE>
XIV.  DEFAULT.

      A.    Landlords  Default.  Except  as  noted  below,  Landlord  will be in
            default  it  Landlord  fails  to  comply  with  Landlords   required
            maintenance  Obligations under Section IX(A) or fails to comply with
            other material  provisions of the a Lease and such failure continues
            for more then 7 days  after  Tenant  delivers a  written  notice  to
            Landlord that tells Landlord how Landlord has violated the lease.

            If  Landlord's  failure  to  comply  is due  to  causes  beyond  the
            Landlords  control and if Landlord has made,  and continues to make,
            every  reasonable  effort to correct the  problem,  the Lease may be
            altered by the parties, as follows:

            1.  If Landlords failure to comply makes the Promises  uninhabitable
                and Tenant  vacates,  Tenant shall not be liable for rant during
                the period the Premises re mains uninhabitable.
            2.  If  Landlords  failure  to  comply  does not  make the  Premises
                uninhabitable  and Tenant continues to occupy the Premises,  the
                rent for the  period  of  noncompliance  will be  reduced  by an
                amount in  proportion  to the loss of rental value caused by the
                noncompliance

      B.    Tenant's Default.  Tenant will be in default it any of the following
            occur.

            1.  Tenant fails to pay rent when due and the default  continues for
                3 days,  excluding Saturday,  Sunday, and legal holidays,  after
                delivery of written  demand by Landlord  for payment of the rent
                or possession of the Promises.

            2.  Tenant fails to perform it's  obligations  under the Lease,  and
                the  failure  is  such  that  Tenant  should  not  be  given  an
                opportunity to correct it or the failure occurs within 12 months
                of a written warning by Landlord of a similar failure.  Examples
                of such failures  which do not require an opportunity to correct
                include, but are not limited to, destruction,  damage, or misuse
                of Landlords or other Tenant's property by an intentional act or
                a subsequent or continued unreasonable disturbance.

            3.  Except as  provided  above,  Tenant  fails to perform  any other
                obligation  under the lease and the default  continues  for more
                than 7 days  after  delivery  of written  notice to Tenant  from
                Landlord specifying the default.

      C.    Waiver of Default.  If  Landlord  accepts  rent  knowing of Tenant's
            default or accepts  performance  by Tenant of any  provision  of the
            Lease  different from the  performance  required by the Lease, or If
            Tenant pays rent knowing of Landlords default or accepts performance
            by  Landlord  of any  provision  of the  Lease  different  from  the
            performance  required by the Lease,  the party accepting the rent or
            performance  or  making  the  payment  shall  not have the  right to
            terminate the Lease or to bring a lawsuit for that default,  but may
            enforce any later default.

XV.   REMEDIES AND DEFENSES.

      A.    Tenant's Remedies.
      1.    If Landlord  has  defaulted  under the Lease and if Tenant has given
            Landlord  a written  notice  describing  the  default  and  Tenant's
            intention to withhold rent if the default is not corrected  within 7
            days,  Tenant  may  withhold  an amount of rent equal to the loss in
            rental  value  caused by the  default.  If Tenant's  notice  advises
            Landlord  that Tenant  intends to terminate the lease if the default
            is not cured within 7 days and the default is not cured within the 7
            days, Tenant may terminate the Lease.
      2.    If Tenant  has given the  notice  referred  to in  subparagraph  (1)
            above,  and if Landlord has not corrected the default within 7 days,
            Tenant  may, in addition to  withholding  the  applicable  amount of
            rent, file a lawsuit in county court to require  Landlord to correct
            the default and for damages.
      3.    If Landlords default makes the Premises uninhabitable, and if Tenant
            has given  Landlord a notice  describing  the default and  informing
            Landlord  that  Tenant  intends  to  terminate  the  Lease,  then If
            Landlord does not cure the default  within the 7-day period,  Tenant
            may terminate the Lease at the end of the 7 days
      4.    If Landlord  violates the provisions of section XII,  Landlord shall
            be  liable to Tenant  for  actual  and  consequential  damages  or 3
            months' rent whichever is greater, for each violation.
      B.    Landlord's Remedies.
      1.    If Tenant remains on the Premises after expiration or termination of
            the  Lease  without  Landlords  permission,   Landlord  may  recover
            possession  of the  Premises  in the  manner  provided  for by  law.
            Landlord  also may recover  double rent for the period  during which
            Tenant refuses to vacate the Promises.
      2.    If Tenant  defaults  under the Lease by failing to pay rent,  as set
            forth in section  XIV(B)(1),  Landlord may terminate Tenant's rights
            under the Lease and Tenant shall vacate the Premises immediately. If
            Tenant  defaults under the Lease for any other reason,  as set forth
            in sections XIV(B)(2) or (3) above,  Landlord may terminate Tenant's
            rights under the Lease and Tenant shall vacate the Premises within 7
            days of delivery of the notice of termination.
      3.    If Tenant fails to cure a default  within the time  specified in the
            notice to Tenant, Landlord may recover possession of the Premises as
            provided by law.
      4.    Landlord shall not recover possession of the Premises except: a in a
            lawsuit for possession b. when Tenant has surrendered  possession of
            the  Premises  to  Landlord;  or c. when  Tenant has  abandoned  the
            Premises.  Absent actual knowledge of abandonment the Premises shall
            be considered abandoned if Tenant is absent from them # for at least
            one-half a Rental Installment  Period, the rent is not current,  and
            Tenant has not notified Landlord, in writing, of an intended absence
      5.    If Tenant has defaulted  under the Lease and Landlord has obtained a
            writ of  possession,  if Tenant has  surrendered  possession  of the
            Premises  to  Landlord  or it Tenant  has  abandoned  the  Premises,
            Landlord may: a. treat the Lease as  terminated,  retake  possession
            for Landlords  own account and any further  liability of Tenant will
            be ended; b. retake possession of the Premises for Tenant's account.
            Tenant will remain liable for the difference  between rent agreed to
            be paid under the Lease and rent Landlord is able to recover in good
            faith from a new tenant; or c. do nothing, and Tenant will be liable
            for the rent as it comes due.
      6.    If Landlord retakes possession of the Premises for Tenant's account,
            Landlord must make a good faith effort to re-lease the Premises. Any
            rent  receive,  by Landlord  as a result of the new lease,  shall be
            deducted from the rent due from Tenant For purposes of this section,
            "good faith" in trying to re-lease the Premises  means that Landlord
            shall use at least the same efforts to re-lease the Premises as were
            used in the initial  rental or at least the same efforts as Landlord
            uses in  attempting  to lease other  similar  property.  It does not
            require  Landlord to give a preference  in leasing the Premises over
            other vacant properties that Landlord owns or has the responsibility
            to rent.
      C.    Other Remedies.  Each party also my have other remedies available at
            law or in equity
D.    Defenses.  In a lawsuit by Landlord for  possession of the Premises  based
      upon  nonpayment  of rent or in a lawsuit  by  Landlord  seeking to obtain
      unpaid  rent Tenant may assert as a defense  Landlords  failure to perform
      required  maintenance,  as set forth in Section  IX(A)  above.  Landlord's
      failure to provide  elective  maintenance,  as set forth in Section  IX(B)
      above, shall not be a defense to any lawsuit by Landlord for possession of
      the Premises  unless  otherwise  provided by the Lease or  applicable  law
      Tenant also may raise any other defense, whether legal or equitable,  that
      Tenant may have, Including the defense or retaliatory Conduct.

E.    Payment of Rent to Court. In any lawsuit by Landlord for possession of the
      Premises, if Tenant raises any defense other than payment, Tenant must pay
      into the  registry  of the court the past due rent set forth in  Landlords
      complaint,  or an amount  determined by to court, and the rent which comes
      due during the lawsuit, as it comes due. Failure of Tenant to pay the rent
      into the registry of the court will be a waiver of Tenant's defenses other
      than payment.

F.    Attorney's  Fees.  In any  lawsuit  brought to enforce  the Lease or under
      applicable law, the party who wins may recover its reasonable  court costs
      and attorneys fees from the party who loses.

*XVI. ASSIGNMENT  AND  SUBLEASING.  Tenant  may / may not  assign  the  Lease or
      sublease  all  or  any  part  of  the  Premises  without  first  obtaining
      Landlord's written approval and consent to the assignment or sublease.

*XVII.RISK OF LOSS.  Landlord shall / shall not be liable for any loss by reason
      of damage, theft, or otherwise to the contents,  belongings,  and personal
      effects of the Tenant. or Tenant's family, agents,  employees,  guests. or
      visitors  located  in or about the  Premises.  or for  damage or injury to
      Tenant  or  Tenant's  family,  agents,  employees,  guests,  or  visitors.
      Landlord shall not be liable if such damage,  theft,  or loss is caused by
      Tenant, Tenant's family, agents,  employee's,  guests or visitors. Nothing
      contained  in  this  provision  shall  relieve  Landlord  or  Tenant  from
      responsibility for loss, damage, or injury caused by its own negligence or
      willful conduct.

XVIII.SUBORDINATION.  The  Lease  is  subordinate  to the  lien of any  mortgage
      encumbering the fee title to the Premises from time to time.

XIV.  LIENS.  Tenant  shall  not have the right or  authority  to  encumber  the
      Premises  or to permit  any  person  to claim or  assert  any lien for the
      improvement or repair of the Premises made by Tenant.  Tenant shall notify
      all parties  performing work on the Premises at Tenant's  request that the
      Lease does not allow any liens to attach to Landlords interest.

*XX.  APPROVAL  CONTINGENCY.  The Lease is/ is not conditioned  upon approval of
      Tenant by the association that governs the Premises.

XXI.  RENEWAL/EXTENSION.  The Lease can be renewed or extended only by a written
      agreement  signed by both Landlord and Tenant.  but no renewal may ex tend
      the term to a date more then 1 year after the lease begins. A new lease is
      required for each year.