LEASE AGREEMENT


     LEASE  AGREEMENT,  entered into this day of , 1996,  by and between AM- PAC
INTERNATIONAL, INC., a Nevada corporation (hereinafter referred to as "AM-PAC"),
and T&P INVESTMENTS,  INC., a Florida  corporation  (hereinafter  referred to as
"T&P").

                                    RECITALS

     WHEREAS,  T&P is  engaged  in the  operation,  and  owns  various  personal
property,   licenses  and  other  rights   utilized  in  the  operation,   of  a
restaurant/club in Orlando, Florida known as the "Frat House;"

     WHEREAS,  AM-PAC,  T&P and  Thomas  Sweeney,  the sole  shareholder  of T&P
("Sweeney"),  previously  entered  into an  Exchange  Agreement  (the  "Exchange
Agreement") pursuant to which AM-PAC agreed to acquire from Sweeney, and Sweeney
agreed to convey to AM-PAC,  100% of the stock of T&P in  exchange  for stock of
AM-PAC;

     WHEREAS,  Sweeney  and T&P were  unable to satisfy  various  covenants  and
obligations  under  the  Exchange  Agreement  and,  accordingly,   the  Exchange
Agreement was terminated; and

     WHEREAS,  AM-PAC  desires  to lease from T&P,  and T&P  desires to lease to
AM-PAC, all personal property and intangible rights and licenses utilized in the
operation of the Frat House in order that AM-PAC may carry on the  operations of
the Frat House for a period of two years after which time AM-PAC  shall have the
right,  at its sole  option,  to acquire all such assets on the terms  described
herein.

     NOW, THEREFORE,  on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived herefrom, it is agreed as follows:

                                    ARTICLE 1
                         DESCRIPTION OF LEASED PROPERTY

     The property to be leased consists of substantially all personal  property,
licenses and other intangible  rights  associated with the operation of the Frat
House, which property is described in the attached Schedule.

                                    ARTICLE 2
                                  TERM OF LEASE

     The term of this  Lease is for two years  commencing  on the date first set
forth hereinabove.


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                                   ARTICLE 3
                               PAYMENTS BY AM-PAC

     3.01.  Percentage Rent.  AM-PAC agrees to pay to T&P during each lease year
rent in the manner and amount and upon the  conditions and at the time set forth
in this section as follows:

     (a) Annual rent in an amount  equal to one percent (1%) of the gross annual
receipts,  as defined in subsection  (d) of this Section  3.01,  but in no event
less than $10,000.  Rent is payable at the offices of T&P or at such other place
as T&P may  designate,  without  any prior  demand and  without  any  set-off or
deduction whatsoever.

     (b)  AM-PAC  must pay the sum of  $10,000 on or before the last day of each
calendar year as advance rent for that year.

     (c) As soon as  practicable,  but in no event later than one hundred twenty
days after the end of each  lease  year,  AM-PAC  shall  furnish to T&P  audited
financial  statements  which show the total  gross  receipts  for the full lease
year.  If, at the end of any lease year, the total amount of rent paid by AM-PAC
was less than the total amount of rent to be paid under Section 3.01(a),  AM-PAC
shall pay to T&P the amount of this  deficiency  no later than  thirty (30) days
after the amount of the  deficiency is  determined.  If, at the end of any lease
year,  the total amount of rent paid by AM-PAC  exceeds the total amount of rent
required to be paid under  subsection  (a) of this  Section  3.01,  AM-PAC shall
receive a credit equivalent to this excess, which AM-PAC may apply to subsequent
payments of rent due under this article.  If no subsequent  payments of rent are
due under this article, the amount of credit will be refunded to AM-PAC no later
than thirty (30) days after the amount of the credit is determined.

     (d) The term "gross  receipts" as used in this section means  receipts from
gross sales of food and beverages from all operations of the Frat House, whether
these  sales are  evidenced  by  check,  credit,  charge  account,  exchange  or
otherwise.  Gross  receipts do not include  sales of food or beverage  for which
cash has been  refunded  or charge  accounts  credited as a result of returns of
such items.  Gross  receipts do not include the amount of any sales,  use, value
added, or gross receipts tax imposed by any federal,  state,  municipal or other
governmental authority directly on sales and collected from customers,  provided
that the amount of the tax is added to or absorbed in the selling price and paid
by AM- PAC. No franchise or capital stock tax and no income or similar tax based
on income or profits as such shall be deducted from gross receipts.  Each charge
or sale on  installment  or credit is to be treated as a sale for the full price
in the month  during  which the  charge  or sale is made,  irrespective  of when
AM-PAC receives payment.

     (e) For the  purpose of  ascertaining  the amount  payable as rent,  AM-PAC
agrees to prepare and maintain on the leased premises,  for a period of not less
than one year following the end of each lease year,  adequate records which will
show  inventories  and  receipts of  merchandise  at the Frat  House,  and daily
receipts  from all  sales and other  transactions  on or from the Frat  House by
AM-PAC and any other persons  conducting any business at or from the Frat House.
AM-PAC shall record at the time of sale,  in the presence of the  customer,  all
receipts  from sales and other  transactions,  whether for cash or credit,  in a
cash register or registers having a cumulative total, which shall be sealed in a
manner  approved by T&P, and having such other  features as shall be approved by
T&P. For purposes  hereof,  the use of cash registers and other similar features


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<PAGE>
utilized by T&P in the operations of the Frat House, which registers or features
are  leased  to AM-PAC  hereunder,  shall be deemed  to  satisfy  the  foregoing
requirement. AM-PAC further agrees to maintain on the premises of the Frat House
for at least one year  following  the end of each lease  year the gross  income,
sales,  and  occupation  tax returns with  respect to the lease  years,  and all
pertinent  original sales records.  Pertinent original sales records include all
cash register tapes, serially numbered sales slips and credit card records.

     (f) T&P and authorized representatives of T&P have the right to examine the
records  described in Section  3.01(e) during  regular  business  hours.  If, on
examination  of the books and  records of  AM-PAC,  an error is  revealed  which
results  in  additional  rent  due to T&P,  then  the  reasonable  costs  of the
examination  must be paid by AM-PAC  to T&P.  AM-PAC  must pay these  reasonable
costs within thirty (30) days of notification by T&P of the error.

     3.02.  Late Payment.  Any rental payment not made by AM-PAC within ten (10)
days of its due date shall be subject to a late charge of five  percent  (5%) of
the amount not paid when due.

     3.03. Security Deposit. As security for the prompt and full payment of rent
and the complete and timely performance of all provisions of this Lease,  AM-PAC
will  deposit  with T&P the amount  set forth in the  attached  Schedule  as the
Security  Deposit.  If any default occurs in the performance of any covenants in
this Lease by AM-PAC,  T&P shall have the right, but shall not be obligated,  to
apply the Security Deposit in order to cure the default. Any such application by
T&P shall not be a defense to any action by T&P arising out of the  default.  On
the expiration or earlier  termination of this Lease,  provided  AM-PAC has paid
all of the required rent and fully performed all of the other provisions of this
Lease, T&P will return to AM-PAC any remaining balance of the Security Deposit.

                                    ARTICLE 4
                                 USE OF PROPERTY

     4.01.  Rights of AM-PAC.  AM-PAC shall be entitled to the right to the use,
operation,  possession and control of the leased property during the Lease term,
provided AM-PAC is not in default of any provision of the Lease,  and subject to
any  security  interest T&P may have given or may give to any third party during
the Lease term.  Included in the rights granted to AM-PAC hereunder is the right
to utilize the name the "Frat House" and any other names which such business may
operate  under at the time of the execution of this Lease.  T&P shall  cooperate
with AM-PAC in the execution  and filing of any documents  necessary to transfer
to AM-PAC  during the term of this Lease any  rights to  utilize  assumed  names
which the Frat  House has  operated  under and any liquor or other  licenses  or
intangible  assets  utilized  in the  operation  of the  Frat  House;  provided,
however,  that,  in the event any such  assumed  name,  liquor  licenses,  other
licenses or other intangible property generally associated with the operation of
the Frat House cannot, by reason of law or otherwise, be transferred to and used
by AM-PAC  pursuant to this Lease,  such  inability to transfer such  intangible
rights  pursuant  to this Lease shall not be deemed to be a default by T&P under
this Lease  provided  that T&P  cooperates  fully and executes such consents and
waivers as may be  required  for AM-PAC to secure on its own behalf  such rights
and licenses.  AM-PAC shall employ and have absolute control,  supervision,  and
responsibility  over any  operators  or users of the  property,  subject  to the
restrictions set forth below.


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<PAGE>
     4.02.  Duties of AM-PAC.  AM-PAC must use the leased  property in a careful
and proper manner,  and agrees not to permit any leased  property to be operated
or used in violation of any applicable  federal,  state, or local statute,  law,
ordinance,  rule, or regulation relating to the possession,  use, or maintenance
of the  property.  AM-PAC  agrees  that  the  leased  property  will  be used in
accordance   with  any  applicable   vendor's  or   manufacturer's   manuals  or
instructions,  by competent and fully qualified personnel only. AM-PAC agrees to
reimburse T&P in full for all damage to the property  arising from any misuse or
negligent act by AM-PAC,  its employees,  and its agents.  AM-PAC will indemnify
and hold T&P harmless from all liabilities, fines, forfeitures, or penalties for
violations  of any statute,  law,  ordinance,  rule,  or  regulation of any duly
constituted public authority.

     4.03.  Commercial Use Limitation.  AM-PAC  represents and warrants that the
leased equipment will be used for commercial or business purposes only.

                                    ARTICLE 5
                      MAINTENANCE, REPAIRS, AND ALTERATIONS
                               PERFORMED BY LESSEE

     5.01.  Maintenance  and Repairs.  AM-PAC shall  assume all  obligation  and
liability  concerning  possession of the property,  and for its use,  operation,
condition, and storage during the lease term. AM-PAC shall, at AM-PAC's expense,
maintain the property in good mechanical condition and running order,  excepting
reasonable wear and tear resulting from the ordinary use of the property. AM-PAC
shall at its own expense provide all parts, mechanisms,  and devices required to
keep the leased property in good repair, condition, and running order. T&P shall
not be under any  liability  or  obligation  in any manner to  provide  service,
maintenance, repairs, or parts for the leased property.

     5.02.  Alterations.  Without the prior written consent of T&P, AM-PAC shall
not make any alterations, additions or improvements to the equipment, other than
those  required to keep the property in good  condition  and running  order,  as
described in Section 5.01.

     5.03. Accession. Any installation,  addition, replacement, and substitution
of parts  or  accessories  with  respect  to any item  under  this  Lease  shall
constitute  an  accession,  and parts and  accessories  shall become part of the
leased property owned by T&P and be subject to the terms of this Lease.

                                    ARTICLE 6
                               OPERATING EXPENSES

     AM-PAC  agrees to pay for all  expenses of operating  the leased  property,
including  but not limited to license  fees,  registration  fees,  taxes and all
other charges in  connection  with the operation of the property and of the Frat
House.


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<PAGE>
                                    ARTICLE 7
                                      TAXES

     7.01.  AM-PAC's Obligation to Pay Taxes. AM-PAC is liable for, and required
to pay on or before  their due  dates,  all sales  taxes,  use  taxes,  personal
property  taxes,  and any other  taxes or  governmental  charges  imposed on the
leased  property  or based on the  amount of rent to be paid under this Lease or
assessed in connection  with this Lease.  AM- PAC shall promptly  notify T&P and
T&P copies of any notices, reports, and inquiries received by AM-PAC from taxing
authorities concerning delinquent taxes, fees, charges or other assessments.

     7.02.  Taxes Required to be Paid by T&P. If any taxing  authority  requires
that a tax as set forth in Section 7.01 be paid to the taxing authority directly
by T&P,  AM-PAC  shall,  on notice  from T&P,  pay to T&P the amount of the tax,
together with the next rent installment.

     7.03.  Contested Taxes. AM-PAC shall have the right at AM-PAC's own expense
to contest  the  validity or amount of any tax  referred  to in Section  7.01 by
legal proceedings promptly instituted and diligently conducted. AM-PAC shall pay
the tax demanded by the taxing authority before  initiating any proceedings.  If
taxes are reduced or  canceled,  AM- PAC shall be entitled to the refund for any
taxes  previously  paid by AM-PAC,  provided that AM-PAC is not in default under
any of the terms and conditions of this Lease.

                                    ARTICLE 8
                      T&P'S RIGHT OF INSPECTION AND REPAIR

     It is agreed that T&P, at its discretion  during AM-PAC's  regular business
hours,  and with two days'  prior  notice to AM-PAC,  has the right to enter the
premises  where the leased  property is located or operated,  for the purpose of
inspecting  the property in order to make a  determination  of its condition and
manner of use.  If any  property  covered  by this  Lease is not being  properly
maintained or utilized  according to the  provisions of this Lease,  T&P has the
right,  but not the  obligation,  to have it repaired or maintained at a service
facility at the expense of AM-PAC.

                                    ARTICLE 9
                                    OWNERSHIP

     9.01. No Sale or Security Interest Intended.  This Agreement  constitutes a
Lease of the property  described in the attached  Schedule and not a sale or the
creation of a security  interest.  T&P shall at all times retain sole  ownership
and  title of the  leased  property,  and  AM-PAC  shall not have or at any time
acquire any right, title, equity, or other interest in the property,  except the
right to possession and use as provided for in this Agreement.

     9.02.  Identification  Markings.  T&P  shall  have the  right to place  and
maintain on the  exterior  or interior of each piece of property an  inscription
indicating  T&P's ownership of such property.  If this Lease is assigned by T&P,
the  assignee  shall have the same  right.  AM-PAC  shall not  remove,  obscure,
deface, or obliterate the inscription or permit any other person to do so.

     9.03.  Return of Property at Termination of Lease.  Upon the termination of
this Lease, AM-PAC shall turn-over to T&P, or T&P's assignee,  possession of all
property  leased  hereunder  including all documents of title, if any, and shall
execute such  assignments,  releases,  consents,  waivers and other documents as
shall be  necessary  to  evidence  the ongoing  ownership  of all  tangible  and
intangible property rights leased hereunder.


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<PAGE>
                                   ARTICLE 10
                                    INSURANCE

     10.01.  AM-PAC's  Obligation  to Insure.  AM-PAC agrees at its own cost and
expense to  maintain in full force and effect  insurance  against  loss,  theft,
damage,  or  destruction  of the leased  property in an amount not less than the
full  replacement  cost of such property at the time of this Lease.  Lessee also
agrees  to carry  public  liability  and  property  damage  insurance  issued by
companies  satisfactory to T&P, insuring the interests of T&P, AM-PAC, and their
authorized agents and employees in amounts consistent with industry practice.

     10.02. Insurance Certificate.  AM-PAC agrees to have the insurer furnish to
T&P,  no later  than  five  days  prior to the date on  which  the  property  is
delivered to AM-PAC and no later than five days prior to the expiration  date of
any existing insurance, a certificate evidencing the insurance coverage required
under Section 10.1. The insurance  policy must provide that the insurer will not
cancel or  materially  modify the insurance  except on 30 days' advance  written
notice to T&P.  If AM-PAC  fails to  procure,  maintain  or renew the  insurance
required  under Section 10.1,  such failure on AM-PAC's part shall  constitute a
default.  T&P may, but is not obligated to, obtain  insurance for AM-PAC and for
the account of AM-PAC  without  prejudice to any other rights T&P may have under
this Lease.

         10.03. Excess Liability Indemnity.  AM-PAC agrees to indemnify and hold
T&P, its agents, and employees harmless from all loss,  liability,  and expense,
including  reasonable  attorney's  fees,  in excess of the  limits of  liability
insurance for bodily injury,  death, or property damage caused by or arising out
of the  ownership,  maintenance,  use, or operation of the leased  property,  as
provided  for in this  Article.  AM-PAC  further  agrees to  indemnify  and hold
harmless T&P, its agents,  and employees from and against loss,  liability,  and
expense,  including  reasonable  attorney's fees, because of AM-PAC's failure to
comply  with any terms,  provisions,  and  conditions  of any  insurance  policy
insuring T&P and AM-PAC or because of AM-PAC's  failure to comply with the terms
and provisions of this Article.

                                   ARTICLE 11
                          INDEMNIFICATION AND LIABILITY

     11.01.  Risk of Liability  Assumed by AM-PAC.  AM-PAC  assumes all risk and
liability for the loss of or damage to the leased property,  for the death of or
injury to any  person  or  property  of  another,  and for all  other  risks and
liabilities arising from the use, operation,  condition,  possession, or storage
of the leased  property.  Nothing in this Lease  shall  authorize  AM-PAC or any
other  person to operate any of the  property so as to impose any  liability  or
other obligation on T&P.

     11.02. AM-PAC's Duty to Indemnify. AM-PAC agrees to indemnify,  defend, and
hold harmless T&P, its agents,  and employees  from all claims,  loss, or damage
T&P may sustain for any of the following reasons:


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<PAGE>
     (a) Loss of, or damage to, any leased property by any cause.

     (b) Injury to, or death of, any person, including but not limited to agents
or employees of AM-PAC.

     (c) Damage to any  property  arising from the use,  possession,  selection,
delivery, return, condition, or operation of any leased property.

     AM-PAC shall reimburse T&P for all expenses,  losses,  liabilities,  fines,
penalties,  and claims of every  type,  including  reasonable  attorney's  fees,
imposed  on or  incurred  by T&P by  AM-PAC's  use or  operation  of any  leased
property,  or  because of the  failure  by AM- PAC to  perform  any of the Lease
terms.  AM-PAC  shall also pay  interest at the legal rate from the day any such
payment is made by T&P until the date T&P is reimbursed by AM- PAC.

                                   ARTICLE 12
                    ACCIDENT, LOSS OF, OR DAMAGE TO PROPERTY

     12.01.  Notification  to T&P. If any property  under this Lease is damaged,
lost, stolen, or destroyed as a result of its operation,  use,  maintenance,  or
possession,  AM-PAC shall  promptly  notify T&P of the occurrence and shall file
all  necessary  accident  reports,  including  those  required  by law and those
required by interested insurance companies.

     12.02.  Cooperation  in  Defense of Claims.  AM-PAC and its  employees  and
agents shall  cooperate fully with T&P in the  investigation  and defense of all
claims or suits. AM- PAC shall promptly deliver to T&P all papers,  notices, and
documents  served on, or delivered  to,  AM-PAC or its  employees  and agents in
connection  with any claim,  suit,  action,  or  proceeding  at law or in equity
commenced or threatened against AM-PAC or T&P concerning the leased property.

     12.03.  Options  of T&P.  In the event of loss or damage of any kind to any
item of leased  property,  AM-PAC,  at the option of T&P, shall:  

     (a) Place such property in good repair, condition, and working order; or

     (b) Replace such property with like property in good repair, condition, and
working order.

     12.04.  Stipulated  Loss  Value.  If any  property  becomes  lost,  stolen,
destroyed, or damaged beyond repair, AM-PAC shall pay T&P in cash the Stipulated
Loss Value as set forth in Schedule, less any net proceeds of insurance received
by T&P for loss or damage to the property.  Upon such payment,  this Lease shall
terminate  with  respect  to that item of  property,  and  AM-PAC  shall  become
entitled t the property on an as-is basis,  without  warranty by T&P, express or
implied, for any matter concerning the property.


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<PAGE>
                                   ARTICLE 13
                                   ASSIGNMENT

     13.01.  Assignment by T&P. T&P may assign this Lease or any rights under it
at any time  without  AM-PAC's  consent,  but AM-PAC  shall be  obligated to any
assignee of T&P only after  written  notice of such  assignment  from T&P or the
assignee.  In the event of any assignment,  T&P's assignee shall have all of the
rights, powers, privileges, and remedies of T&P set forth in this Lease.

     13.02.  Assignment or  Subletting  by AM-PAC.  It is agreed that AM-PAC may
assign  all of the  rights  and  benefits  of this  Lease,  but T&P shall not be
obligated  to any  assignee  of AM-PAC  unless  T&P has given its prior  written
consent to such assignment.

                                   ARTICLE 14
                       CIRCUMSTANCES CONSTITUTING DEFAULT

     At its  option,  T&P may by  written  notice  to AM-PAC  declare  AM-PAC in
default on the occurrence of any of the following events:

     (a) Failure by AM-PAC to make  rental  payments or perform any other of its
obligations as set forth in this Lease.

     (b) Expiration or  cancellation  of any insurance  policy to be paid for by
AM- PAC as provided for under the terms of this Lease.

     (c) Involuntary transfer of AM-PAC's interest in this Lease by operation of
law.

     (d)  AM-PAC's  assignment  of  any  interest  in  this  Lease  that  is not
authorized by Article 13.

                                   ARTICLE 15
                        RIGHTS, REMEDIES, AND OBLIGATIONS
                                   ON DEFAULT

     15.01. T&P's Rights and Remedies.  If any default of AM-PAC as set forth in
Article 14 shall  continue for ten days after written notice of such default has
been  provided,  T&P  shall  have the right to  exercise  any one or more of the
following remedies:

     (a) To terminate  the Lease and AM-PAC's  rights under this Lease as to any
or all items of property.

     (b) To declare the balance of all unpaid rent and all other  charges of any
kind  required of AM-PAC under the Lease to be due and payable  immediately,  in
which event T&P shall be entitled to the balance due,  together with interest at
the rate of ten percent (10%) per annum from the date of notification of default
to the date of payment.


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<PAGE>
     (c) To repossess the property  without legal  process.  AM-PAC agrees that,
upon default,  T&P or T&P's agent may enter upon any premises where the property
is located and repossess and remove it. AM-PAC  specifically waives any right of
action AM- PAC might  otherwise have arising out of the entry and  repossession,
and  releases  T&P of any claim for  trespass or damage  caused by reason of the
entry,  repossession,  or removal.  Any  repossession of a particular item under
this Lease with  respect to which  AM-PAC is in default  shall not  constitute a
termination  of this  Lease as to any  other  items  of  equipment,  unless  T&P
expressly so notifies AM-PAC in writing.

     15.02.  AM-PAC's  Obligation  for T&P's  Costs and  Attorney's  Fees.  Upon
default,  AM-PAC shall reimburse T&P for all reasonable expenses of repossession
and enforcement of T&P's rights and remedies, together with interest at the rate
of ten percent  (10%) per annum until the date of payment.  Notwithstanding  any
other  provisions  of this  Lease,  if T&P places all or any part of T&P's claim
against AM-PAC in the hands of any attorney for collection, AM-PAC shall pay T&P
an attorney's fee, which AM-PAC acknowledges is reasonable,  as follows:  twenty
percent (20%) of the amount owing and in default.

     15.03.  Remedies Cumulative.  The remedies of T&P set forth in this Article
are  cumulative to the extent  permitted by law and may be exercised  partially,
concurrently,  or separately.  The exercise of one remedy shall not be deemed to
preclude the exercise of any other remedy.

     15.04.  Failure to Enforce Not Waiver.  Any failure or delay on the part of
T&P to  exercise  any remedy or right  under this Lease  shall not  operate as a
waiver.  The  failure  of  T&P to  require  performance  of  any  of the  terms,
covenants,  or provisions of this Lease by AM-PAC shall not  constitute a waiver
of any of the rights  under the Lease.  No  forbearance  by T&P to exercise  any
rights or  privileges  under this Lease shall be construed as a waiver,  but all
rights  and  privileges  shall  continue  in  effect  as if no  forbearance  had
occurred.  Acceptance  by T&P of rent or other  payments  made by  AM-PAC  after
default  shall not be deemed a waiver of T&P's rights and remedies  arising from
AM-PAC's default. No covenant or condition of this Lease may be waived except by
the written  consent of T&P. Any such  written  waiver of any term of this Lease
shall be effective  only in the specific  instance and for the specific  purpose
given.

                                   ARTICLE 16
                               SALE OR ENCUMBRANCE

     16.01.  Sale or Disposal.  AM-PAC shall not part with possession or control
of, sell, or attempt to sell or mortgage any of the leased property or otherwise
dispose of any interest under this Lease.

     16.02.  Encumbrance.  AM-PAC shall not pledge, encumber,  create a security
interest in, or permit any lien to become  effective  on any property  leased by
the Agreement.  On the occurrence of any of these events, AM-PAC shall be deemed
to be in default,  at the option of T&P.  AM-PAC must promptly notify T&P of any
liens, charges, or other encumbrances of which AM-PAC has knowledge. AM-PAC must
promptly  pay or  satisfy  any  obligation  from  which any lien or  encumbrance
arises, and shall otherwise keep the property and all right, title, and interest
free and clear of all liens, charges, and encumbrances.  AM-PAC shall deliver to
T&P appropriate  satisfactions,  waivers,  or evidence of payment of any lien or
encumbrance.


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<PAGE>
                                   ARTICLE 17
                        RETURN OF PROPERTY ON EXPIRATION

     17.01. AM-PAC's Duty to Return. On the expiration or earlier termination of
this Lease with respect to any item of leased  property,  AM-PAC must return the
property to T&P in good repair,  condition, and working order, less normal wear,
tear and  depreciation,  unless AM-PAC has paid T&P in cash the Stipulated  Loss
Value of such item of property,  pursuant to Section  12.03 above.  All property
required to be surrendered must be returned in the following  manner,  as may be
specified by T&P:

     (a) By  delivering  the property at AM-PAC's cost and expense to such place
as T&P shall  specify  within  the city or county in which it was  delivered  to
AM-PAC or to which it was moved with the written consent of T&P.

     (b) By loading the property at AM-PAC's cost and expense on board a carrier
T&P designates and shipping the property,  freight  collect,  to the destination
designated by T&P.

     17.02.  Right  of T&P to  Repossess.  If upon  the  expiration  or  earlier
termination  of this Lease,  AM-PAC  fails or refuses to return the  property to
T&P,  T&P shall have the right to take  possession  of the property and for that
purpose to enter any  premises  where the  property  is located,  without  being
liable to AM-PAC for such removal in any suit, action or other proceedings.

                                   ARTICLE 18
                                 PURCHASE OPTION

     At any time after one month from the date the lease term commences, but not
later than the last day of the term of this Lease, as set forth in Article 2, if
AM-PAC has made all payments  required  under this Lease,  AM-PAC shall have the
right,  at its option,  to purchase  all, but not less than all, of the property
hereby leased in exchange for 313,427 shares of common stock of AM-PAC. Upon the
exercise of this option,  T&P will  execute and deliver to AM-PAC all  documents
necessary  and proper to effect  transfer of ownership  of the  property  leased
hereunder to AM-PAC, free and clear of all encumbrances,  security interest, and
liens.  Upon payment by AM-PAC of the option price,  this Lease shall  terminate
and no further rents shall become due under this Lease.

                                   ARTICLE 19
                                     NOTICES

     All  notices  required  to be  given  under  this  Lease  must be  given by
certified  or   registered   mail  with  postage   pre-paid,   or  by  facsimile
transmission,  to the party to be notified and shall be deemed given when mailed
or  transmitted  to the address or facsimile  number last provided in writing by
the addressee.


                                       10
<PAGE>
                                   ARTICLE 20
                           AMENDMENT AND MODIFICATION

     Additional property may from time to time be added as the subject matter of
this Lease,  as agreed upon by the parties.  Any  additional  property  shall be
added to the attached  Schedule in an amendment  describing the property and the
applicable  rental,  lease term,  security  deposit and Stipulated Loss Value of
additional property,  if any. All amendments to the attached Schedule must be in
writing and signed by both parties.  Other than the foregoing,  this Lease shall
not be amended,  modified,  or altered in any manner except in writing signed by
both parties.

                                   ARTICLE 21
                                ENTIRE AGREEMENT

     This Lease and the attached  Schedule,  which is  incorporated by reference
and made an integral part of this Lease, constitute the entire agreement between
the parties.  No  agreements,  representations,  or warranties  other than those
specifically set forth in this Lease or in the annexed Schedule shall be binding
on any of the parties unless set forth in writing and signed by both parties.

                                   ARTICLE 22
                                  GOVERNING LAW

     This Lease has been  executed  and  delivered  in the State of Florida  and
shall be  interpreted  under,  and  construed  in  accordance  with,  the law of
Florida.  It is agreed that  Florida law shall  control the validity of, and the
obligations created by, this Lease.

                                   ARTICLE 23
                          EFFECT OF PARTIAL INVALIDITY

     If one or more of the provisions of this Lease,  or the  application of any
provision  to any party or  circumstance,  is held  invalid,  unenforceable,  or
illegal in any respect,  the remainder of this Lease and the  application of the
provision to the other parties or  circumstances  shall remain valid and in full
force and effect.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  entered  into this Lease
Agreement on and effective as of the day and date herein first set forth.


                                   T&P INVESTMENTS, INC.


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



                                   AM-PAC INTERNATIONAL, INC.


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


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