1601 N. Harrison Parkway (Sunrise, FL) Lease Agreement - ACP Office I LLC and Legal Club of America Corp.


                                      LEASE

         THIS LEASE AGREEMENT (the "Lease") is made and entered into as of the
8th day of June, 1999 by and between ACP Office I LLC ("Landlord"), whose
address for purposes hereof is 444 Brickell Avenue, Suite 1001, Miami, Florida
33131 and LEGAL CLUB OF AMERICA CORPORATION a Florida corporation ("Tenant"),
whose addresses for purposes hereof is 1500 NW 62nd Street, Suite 404, Fort
Lauderdale, Florida 33309.

PREMISES

              1. Subject to and upon the terms, provisions, covenants and
       conditions set forth in this Lease, and each in consideration of the
       duties, covenants and obligations of the other hereunder, Landlord
       leases, demises and lets to Tenant and Tenant leases, demises and lets
       from Landlord those certain premises (the "Premises" or "Leased
       Premises") in the Office Park located at 1601 N. Harrison Parkway,
       Sunrise, Florida 33323, Building A ("The Building") such Premises being
       more particularly described as follows:

              Building A, Suite 200, which is agreed by Landlord and Tenant to
       consist of 14,186 square feet of Net Rentable Area as approximately
       reflected on the floor plan attached as Exhibit "A".

TERM

              2. This Lease shall be for the term of eighty-four (84) calendar
       months (the "Lease Term" or "Term"), commencing on July 1, 1999
       (Commencement Date") unless sooner terminated or extended as provided
       herein. Upon substantial completion of tenant improvements, defined as
       completion of items required of Landlord on Exhibit "B" (exclusive of
       punch list items), occupancy by Tenant of any part of premises or
       Landlord's receipt of a temporary or final certificate of occupancy,
       Tenant agrees to execute a Tenant Acceptance Letter (attached as "Exhibit
       D") acknowledging acceptance of premises and the commencement of the
       lease.

              If Tenant, with Landlord's consent, shall occupy the Premises
       prior to the beginning of the term as specified above, all provisions of
       this Lease shall be in full force and effect commencing upon such
       occupancy, and rent for such period shall be paid by Tenant at the same
       rate herein specified.

              Tenant acknowledges that the Premises are currently occupied by
       another tenant. In the event Landlord is unable to deliver possession of
       the Premises to Tenant on July 1, 1999, the Commencement Date shall be
       amended to reflect the date Premises are delivered to Tenant. Landlord
       shall not be liable for any damages due to delay in delivery of the
       Premises.

BASE RENT

              3. Tenant shall pay Landlord a total "Base rent" of One Million
       Two Hundred Thirty-four Thousand Seven Hundred Eighty-four and 92/100
       Dollars ($1,234,784.92) in monthly installments of, and computed at, Base
       Rent Rates as follows:

                           RATE PER AGREED
                             NET RENTABLE        MONTHLY
            LEASE MONTHS      SQUARE FOOT      INSTALLMENT       TOTAL BASE RENT
            ------------      ----------       -----------       ---------------
               1 -  3            $0.00          $0.00              $0.00
               4 - 12            $11.75         $13,890.46         $125,014.14
              13 - 24            $12.10         $14,304.22         $171,650.60
              25 - 36            $12.46         $14,729.80         $176,757.56
              37 - 48            $12.83         $15,167.20         $182,006.38
              49 - 60            $13.21         $15,616.42         $187,397.06
              61 - 72            $13.61         $16,089.29         $193,071.46
              73 - 84            $14.02         $16,573.98         $198,887.72





              Each payment shall be without any offset or deduction whatever, on
       or before the first day of the month, in lawful (legal tender for public
       or private debts) money of the United States of America, at the
       Management Office of the Building or elsewhere as designated from time to
       time by Landlord's written notice to Tenant.

              In addition to Base Rent, Tenant shall pay to Landlord each month
       a sum equal to any sales tax, tax on rentals, and any other charges,
       taxes and/or impositions now in existence or hereafter imposed based upon
       the privilege of renting the space leased hereunder or upon the amount of
       rentals collected therefor. Nothing herein shall, however, be taken to
       require Tenant to pay any part of any Federal and State Taxes on income
       imposed upon Landlord.

              If a Rent payment is not received within five (5) business days
       after its due date, Landlord shall be entitled, in addition to any other
       remedy that may be available, to an administrative fee and late charge of
       five percent (5%) of the rent payment or Two Hundred Dollars ($200.00),
       whichever amount is greater.



ADDITIONAL RENT

           3.A. In addition to the Base Rent, Tenant shall pay to Landlord as
       "Additional Rent" "Tenant's proportionate share of Operating Expenses"
       and "Tenant's proportionate share of Taxes". As used herein the term:

              (1) "Tenant's proportionate share of Operating Expenses" shall
       mean the percentage which the Net Rentable Area then leased by Tenant
       bears to the total Net Rentable Area contained in the Project; Tenant's
       proportionate share of Operating Expenses is specified to be 2.3%.
       "Tenant's proportionate share of Taxes" shall mean the percentage of the
       Net Rentable Area then leased by Tenant bears to the percentage of the
       tax bill allocated to the Building in which Tenant leases space. The tax
       bill allocation of Building A is 6.2% of the Project, therefore, Tenant's
       proportionate share of Taxes of the Project is specified to be 3.1%.

              (2) "Operating Expenses" shall mean all expenses, costs and
       disbursements, of every kind and nature which Landlord shall pay or
       become obligated to pay because of or in connection with the ownership,
       leasing, maintenance and/or operation of the Project and Common Areas and
       land on which they are located, (which shall not include cost of
       individual tenant improvements, management or marketing cost associated
       with leasing activities). By way of explanation and clarification, but
       not by way of limitation, these Operating Expenses will include the
       following:

                     (a) Wages and salaries of all employees engaged in
        operation and maintenance of the Building, employer's social
        security taxes, unemployment taxes or insurance, and any other
        taxes which may be levied on such wages and salaries, the cost of
        disability and hospitalization insurance, pension or retirement
        benefits, and any other fringe benefits for such employees.

                     (b) All supplies and materials used in operation and
        maintenance of the Project.

                     (c) Cost of all utilities, including water, sewer,
        electricity, gas and fuel oil used by the Project and not charged
        directly to another tenant.

                     (d) Cost of Project management, janitorial services,
        accounting and legal services, ground lease payments, trash and garbage
        removal, servicing and maintenance of all systems and
        equipment including, but not limited to, elevators, plumbing,
        heating, air conditioning, ventilating, lighting, electrical,
        security and fire alarms, fire pumps, fire extinguishers and
        hose cabinets, mail chutes, guard service, alarm system,
        painting, window cleaning, landscaping and gardening.

                     (e) Cost of casualty and liability insurance applicable to
        the Project and Landlord's personal property used in connection
        therewith.

                     (f) Cost of capital improvements, provided said capital
        improvements are intended to reduce other Operating Expenses or
        are a result of government requirements, excluding any such
        capital improvements required to cure existing violations of law
        as of the date hereof. Said capital improvements shall be
        amortized over their deemed useful life.

                     (g) Costs arising from implementation of Legal Requirements
        of Legal Authorities (defined below).

                     Landlord agrees to maintain accounting books and records
        reflecting Operating Expenses of the Project in accordance with
        generally accepted accounting principles.

              (3) "Taxes" shall mean all impositions, taxes, assessments
       (special or otherwise), water and sewer charges and rents, and other
       governmental liens or charges of any and every kind, nature and sort
       whatsoever, ordinary and extraordinary, foreseen and unforeseen, and
       substitutes therefor, including all taxes whatsoever (except only those
       taxes of the following categories: any inheritance, estate succession,
       transfer or gift taxes imposed upon Landlord or any income taxes
       specifically payable by Landlord as a separate tax paying entity without
       regard to Landlord's income source as arising from or out of the Project
       and/or the land on which it is located) attributable in any manner to the
       Project, the land on which the Project is located, the ground leasehold
       interest of Landlord, or the rents (however the term may be defined)
       receivable therefrom or any part thereof, or any use thereof, or any
       facility located therein or thereon or used in conjunction therewith or
       any charge or other payment required to be paid to any governmental
       authority, whether or not any of the foregoing shall be designated "real
       estate tax", "sales tax", "rental tax", "excise tax", "business tax", or
       designated in any other manner.

              (4) Landlord shall notify Tenant within ninety (90) days after the
       end of each calendar year hereafter ensuing during the Term, of the
       amount which Landlord estimates (as evidenced by budgets prepared by or
       on behalf of Landlord) will be the amount of Tenant's proportionate share
       of Operating Expenses and Tenant's proportionate share of Taxes for the
       then current calendar year and Tenant shall pay such sum in advance to
       Landlord in equal monthly installments, during the balance of said
       calendar year, on the first day of each remaining month in said calendar
       year commencing on the first day of the first month following Tenant's
       receipt of such notification. Within ninety (90) days following the end
       of each calendar year during the Term hereof, Landlord shall submit to
       Tenant a statement showing the actual amount which should have been paid
       by Tenant with respect to Operating Expenses and Taxes for the past
       calendar year, the amount thereof actually paid during that year by
       Tenant and the amount of the resulting balance due thereon, or
       overpayment thereof, as the case may be. Within thirty (30) days after
       receipt by Tenant of said statement, Tenant shall have the right in
       person to inspect Landlord's books and records, at Landlord's office,
       during normal business hours, after four days' prior written notice,
       showing the Operating Expenses and Taxes for the Project for the calendar
       year covered by said statement. Said statement shall become final and
       conclusive between the parties, their successors and assigns as to the
       matters set forth therein unless Landlord receives written objections
       with respect thereto within said thirty (30) day period. 

                                      -2-


       Any balance shown to be due pursuant to said statement shall be paid by
       Tenant to Landlord within thirty (30) days following Tenant's receipt
       thereof and any overpayment shall be immediately credited against
       Tenant's obligation to pay expected additional rent in connection with
       anticipated increases in Operating Expenses and Taxes or, if by reason of
       any termination of the Lease no such future obligation exists, refunded
       to Tenant. Anything herein to the contrary notwithstanding, Tenant shall
       not delay or withhold payment of any balance shown to be due pursuant to
       a statement rendered by Landlord to Tenant, pursuant to the terms hereof,
       because of any objection which Tenant may raise with respect thereto and
       Landlord shall immediately credit any overpayment found to be owing to
       Tenant against Tenant's proportionate share of Operating Expenses and
       Taxes for the then current calendar year (and future calendar years, if
       necessary) upon the resolution of said objection or, if at the time of
       the resolution of said objection the Term has expired, immediately refund
       to Tenant any overpayment found to be owing to Tenant.

              With respect to calendar year 1999, Landlord estimates Tenant's
       Operating Expenses and Taxes, exclusive of electricity and janitorial
       services, to be $4.50 per rentable square foot. Tenant's monthly payment
       for its proportionate share of estimated Operating Expenses and Taxes
       shall be $5,319.75, ("Additional Rent") exclusive of sales or other
       required taxes.

              Each payment shall be without any offset or deduction whatever, on
       or before the first day of the month, in lawful (legal tender for public
       or private debts) money of the United States of America, at the
       Management Office of the Building or elsewhere as designated from time to
       time by Landlord's written notice to Tenant.

              In addition to Additional Rent, Tenant shall pay to Landlord each
       month a sum equal to any sales tax, tax on rentals, and any other
       charges, taxes and/or impositions now in existence or hereafter imposed
       based upon the privilege of renting the space leased hereunder or upon
       the amount of rentals collected therefor. Nothing herein shall, however,
       be taken to require Tenant to pay any part of any Federal and State Taxes
       on income imposed upon Landlord.

              B. Additional Rent due by reason of the provisions of subsection
       3A and this subsection 3B for the final months of this Lease is due and
       payable even though it may not be calculated until subsequent to the
       termination date of the Lease; the Operating Expenses and Taxes for the
       calendar year during which the Lease terminates shall be prorated
       according to that portion of said calendar year that this Lease was
       actually in effect. Tenant expressly agrees that Landlord, at Landlord's
       sole discretion, may apply the security deposit specified in section 5
       hereof, if any, in full or partial satisfaction of any additional rent
       due for the final month of this Lease by reason of the provisions of
       subsection 3A and this subsection 3B. If said security deposit is greater
       than the amount of any such additional rent and there are no other sums
       or amounts owed Landlord by Tenant by reason of any other terms,
       provisions, covenants or conditions of this Lease, then Landlord shall
       refund the balance of said security deposit to Tenant as provided in
       section 5. Nothing herein contained shall be construed to relieve Tenant,
       or imply that Tenant is relieved, of the liability for or the obligation
       to pay any Additional Rent due for the final month of this Lease by
       reason of the provisions of subsection 3A and this subsection 3B if said
       security deposit is less than such Additional Rent, nor shall Landlord be
       required to first apply said security deposit to such Additional Rent if
       there are any other sums or amounts owed Landlord by Tenant by reason of
       any other terms, provisions, covenants or conditions of this Lease.

              C. Any reference in this Lease to "Rent" or "rent" includes Base
       Rent and Additional Rent.

TIME OF PAYMENT

              4. Tenant shall promptly pay Base Rent, as the same may be
       adjusted from time to time, and Additional Rent and Charges for work
       performed on order of Tenant, and any other charges that accrue under
       this Lease, at the times and place stated in this Lease.

SECURITY DEPOSIT

              5. Tenant, within ten (10) days of the execution of this Lease,
       will deliver to Landlord a security deposit in the amount of One Hundred
       Twenty-Five Thousand and 00/100 Dollars ($125,000.00) ("Security
       Deposit"), which sum shall be retained by Landlord as security for the
       payment by Tenant of the rents and all other payments herein agreed to be
       paid by Tenant, and for the faithful performance by Tenant of the terms,
       provisions, covenants and conditions of this Lease. In the event that
       Tenant is in good standing of its obligations under this lease, then on
       the first day of Month 16 the Security Deposit will be reduced to
       Fifty-seven Thousand Six Hundred Thirty and 63/100 Dollars ($57,630.63).
       The form of the

                                      -3-


       Security Deposit shall, at Tenant's option be either (i) cash or
       cashier's check, or (ii) a clean, irrevocable letter of credit issued by
       a bank and in form both reasonably acceptable to the Landlord. It is
       agreed that Landlord, at Landlord's option, may at the time of any
       default by Tenant under any of the terms, provisions, covenants or
       conditions of the Lease (unless Tenant is diligently pursuing cure of the
       default as permitted under the Lease) apply said sum or any part thereof
       toward the payment of the rents and all other sums payable by Tenant
       under this Lease, and towards the performance of each and every one of
       Tenant's covenants under this Lease, but such covenants and Tenant's
       liability under this Lease shall thereby be discharged only pro tanto;
       that Tenant shall remain liable for any amounts that such sum shall be
       insufficient to pay; that Landlord does utilize any of the security
       deposit during the Term, Tenant shall immediately repay such amount so
       that the security deposit shall remain in the total amount described
       above; that Landlord may exhaust any and all rights and remedies against
       Tenant before resorting to said sum, but nothing herein contained shall
       require or be deemed to require Landlord to do so; that, in the event
       this deposit shall not be utilized for any such purposes, then such
       deposit shall be returned by Landlord to Tenant within thirty (30) days
       next after the expiration of the Term or the determination and payment of
       the amount due under Section 3A of this Lease, if any, whichever later
       occurs. Landlord shall not be required to pay Tenant any interest on said
       security deposit.

USE

              6. Tenant will use and occupy the Premises for the following use
       or purpose and for no other use or purpose: GENERAL OFFICE.

QUIET ENJOYMENT

              7. Upon payment by Tenant of the rents herein provided, and upon
       the observance and performance of all terms, provisions, covenants and
       conditions on Tenant's part to be observed and performed, Tenant shall,
       subject to all of the terms, provisions, covenants and conditions of this
       Lease, peaceably and quietly hold and enjoy the Premises for the Term.

INSURANCE PREMIUMS

              8. If Landlord's insurance premiums exceed the standard premium
       rates because the nature of Tenant's operation results in extra hazardous
       exposure, then Tenant shall, upon receipt of appropriate invoices from
       Landlord, reimburse Landlord for such increase in premiums. It is
       understood and agreed between the parties hereto that any such increase
       in premiums shall be considered as rent due and shall be included in any
       lien for rent.

RULES AND REGULATIONS

              9. Tenant agrees to comply with all reasonable rules and
       regulations Landlord may adopt from time to time for operation of the
       Building and parking facilities and protection and welfare of Building
       and Parking facilities, its tenants, visitors and occupants. The present
       rules and regulations, which Tenant hereby agrees to comply with,
       entitled "Rules and Regulations" are attached to this Lease. Any future
       rules and regulations shall become a part of this Lease, and Tenant
       hereby agrees to comply with the same upon delivery of a copy thereof to
       Tenant providing the same do not materially deprive Tenant of its rights
       established under this Lease.

GOVERNMENTAL REQUIREMENTS

              10. Tenant shall faithfully observe in the use of the Premises all
       Legal Requirements of all Legal Authorities. For the purposes of this
       Lease, "Legal Requirements" means any law, statute, code, rule,
       regulation, ordinance, order, judgment, decree, writ, injunction,
       franchise, permit, certificate, license (including any beer, wine, or
       liquor license), authorization, registration, or other direction or
       requirement of any Legal Authority, which is now or in the future
       applicable to the Premises, including those not within the present
       contemplation of the parties and "Legal Authority" means any domestic or
       foreign federal, state, county, municipal, or other government or
       governmental or quasi-governmental department, commission, board, bureau,
       court, agency, or instrumentality having jurisdiction or authority over
       Landlord, Tenant and/or all or any part of the Premises.

                     Tenant shall:

                     A. neither cause nor permit the Premises to be used to
       generate, manufacture, refine, transport, treat, store, handle,
       dispose, transfer, produce, or process Hazardous Materials, except
       in compliance with all Legal Requirements;

                     B. neither cause nor permit a release or threatened release
       of Hazardous Materials onto the Premises or any other property as
       a result of any intentional or unintentional act or omission on
       the part of Tenant;

                     C. comply with all applicable Legal Requirements related to
       Hazardous Materials;

                                      -4-


                     D. conduct and complete all investigations, studies,
       sampling, and testing, and all remedial, removal, and other
       actions on, from, or affecting the Premises in accordance with
       such applicable Legal Requirements and to the satisfaction of
       Landlord;

                     E. upon the expiration or termination of this Lease,
       deliver the Premises to Landlord free of all Hazardous Materials
       caused by Tenant; and

                     F. defend, indemnify, and hold harmless Landlord and
       Landlord's employees and other agents and other agents from and
       against any claims, demands, penalties, fines, liabilities,
       settlements, damages, costs, or expenses of any kind or nature,
       known or unknown, contingent or otherwise (including, without
       limitation, accountants' and attorneys' fees (including fees for
       the services of paralegals and similar persons), consultant fees,
       investigation and laboratory fees, court costs, and litigation
       expenses at the trial and all appellate levels), arising out of,
       or in any way related to (a) the presence, disposal, release, or
       threatened release, by or caused by Tenant or its agents, of any
       Hazardous Materials which are on, from, or affecting the soil,
       water, vegetation, buildings, personal property, persons, animals
       or otherwise; (b) any personal injury, including wrongful death,
       or damage to property, real or personal, arising out of or related
       to such Hazardous Materials; (c) any lawsuit brought, threatened,
       or settled by Legal Authorities or other parties, or order by
       Legal Authorities, related to such Hazardous Materials; and/or (d)
       any violation of Legal Requirements related in any way to such
       Hazardous Materials. The provisions of this Section shall survive
       the expiration or termination of this Lease. Hazardous materials
       are any oil and petroleum products and their byproducts, asbestos,
       polychlorobiphenyls, flammable explosives, radioactive materials,
       hazardous materials, hazardous wastes, hazardous or toxic
       substances, or related materials as defined under any Legal
       Requirements, including, without limitation, the following
       statutes and the regulations promulgated under their authority:
       (a) the Comprehensive Environmental Response, Compensation, and
       Liability Act of 1980, as amended (42 U.S.C. /section/ /section/ 
       9601 et seq.); (b) the Hazardous Materials Transportation Act, as 
       amended (49 U.S.C. /sectio/ /section/ 1801 et seq.); (c) the Resource 
       Conservation and Recovery Act of 1976, as amended (42 U.S.C. /section/
       /section/ 6901 et seq.); and (d) the Water Pollution and Control Act,
       as amended (33 U.S.C. 1317 et seq.).

SERVICES

              11. Landlord will furnish the following services to Tenant:

              Automatically operated elevator service, public stairs, electrical
       current for lighting, incidentals and normal office use, and water at
       those points of supply provided for general use of its tenants at all
       times and on all days throughout the year.

              No electric current shall be used except that furnished or
       approved by Landlord, nor shall electric cable or wire be brought into
       the Premises, except upon the written consent and approval of Landlord.
       Tenant shall use only office machines and equipment that operate on the
       Building's standard electric circuits, but which in no event shall
       overload the Building's standard electric circuits from which Tenant
       obtains electric current. Any consumption of electric current in excess
       of 4.0 watts per square foot or in excess of that considered by Landlord
       to be usual, normal and customary for all Tenants, or which require
       special circuits or equipment (the installation of which shall be at
       Tenant's expense after approval in writing by Landlord) shall be paid for
       by Tenant as Additional Rent paid to Landlord in an amount to be
       determined by Landlord based upon Landlord's estimated cost of such
       excess electric current consumption or based upon the actual cost thereof
       if such excess electric current consumption is separately metered.

              Such services shall be provided as long as Tenant is not in
       default under any of the terms, provisions, covenants and conditions of
       this Lease, subject to interruption caused by repairs, renewals,
       improvements, changes to service, alterations, strikes, lockouts, labor
       controversies, inability to obtain fuel or power, accidents, breakdowns,
       catastrophes, national or local emergencies, hurricanes, natural
       disasters, windstorms, acts of God and conditions and cause beyond the
       control of Landlord, and upon such happening, no claim for damages or
       abatement of rent for failure to furnish any such services shall be made
       by Tenant or allowed by Landlord.

              Tenant shall have the right to request Landlord to provide
       cleaning services, deemed by Landlord to be normal and usual in
       comparable office buildings, on Monday through Friday, and said cleaning
       services shall be added to the cost of Tenant's Additional Rent.

TENANT UTILITIES

              11C. It shall be the responsibility of Tenant to pay for all
       utilities with respect to the Premises when due to Landlord or to utility
       companies, as applicable. Tenant shall take all necessary actions to
       assure that no liens arise against the Premises or other portion of the
       Project as a result of Tenant's failure to pay for electricity, telephone
       or other charges. To the extent any utility(ies) servicing the Premises
       are not separately metered for the Premises, then the expense of such
       utility service shall be included as part of the Operating Expenses. In
       no event shall Landlord be responsible for the quality, quantity, failure
       or interruption of any of such utility services to the Premises and/or
       any other portion of the Project.

                                      -5-


TENANT IMPROVEMENTS

              12. Improvements, if any, to be made to the Premises by Landlord
       are specifically set forth in the Work Letter attached as Exhibit "B" and
       thereto are no others. All leasehold improvements (as distinguished from
       trade fixtures and apparatus) installed in the Premises at any time,
       whether by or on behalf of Tenant or by or on behalf of Landlord, shall
       not be removed from the Premises at any time, unless such removal is
       consented to in advance by Landlord; and at the expiration of this Lease
       (either on the Termination Date or upon such earlier termination as
       provided in this Lease), all such leasehold improvements shall be deemed
       to be part of the Premises, and title thereto shall vest solely in
       Landlord without payment of any nature to Tenant. All trade fixtures and
       apparatus (as distinguished from leasehold improvements) owned by Tenant
       and installed in the Premises shall remain the property of Tenant and
       shall be removable at any time, including upon the expiration of the
       Term; provided Tenant shall not at such time be in default of any terms
       or covenants of this Lease, and provided further, that Tenant shall
       repair any damage to the Premises caused by the removal of said trade
       fixtures and apparatus and shall restore the Premises to substantially
       the same condition as existed prior to the installation of said trade
       fixtures and apparatus. The taking of possession by Tenant (or any
       permitted assignee or subtenant of Tenant) of all or any portion of the
       Premises for the conduct of business will be deemed conclusive evidence
       that Tenant has found the Premises, and all of their fixtures and
       equipment, acceptable.

TENANT WORK

              12A. Any charges against Tenant by Landlord for services or for
       work done on the Premises by order of Tenant, or otherwise accruing under
       this Lease, shall be considered as rent due and shall be included in any
       lien for rent.

REPAIR OF LEASED PREMISES

              13. Tenant shall, at Tenant's own expense, keep the Premises in
       good repair and tenantable condition during the Term and shall replace at
       its own expense any and all broken glass caused by Tenant in and about
       the Premises. Tenant shall make no alterations, additions or improvements
       in or to the Premises without the written consent of Landlord, which
       shall not be unreasonably withheld, but may be predicated upon but not
       limited to Tenant's use of contractors who are acceptable to Landlord;
       and all additions, fixtures, carpet or improvements, except only movable
       office furniture, shall be the property of Landlord from date of location
       in the Premises and shall remain a part of the Premises at the expiration
       of this Lease.

              It is further agreed that this Lease is made by Landlord and
       accepted by Tenant with the distinct understanding and agreement that
       Landlord shall have the right and privilege to make and build additions
       to the Building of which the Premises are a part, and make such
       alterations and repairs to said Building as it may deem wise and
       advisable without any liability to the Tenant therefor.

INDEMNIFICATION

              14. Tenant further agrees that Tenant will pay all liens of
       contractors, subcontractors, mechanics, laborers, materialmen, and other
       items of like character, and will indemnify Landlord against all
       expenses, costs, and charges, including bond premiums for release of
       liens and attorneys' fees and costs reasonably incurred in and about the
       defense of any suit in discharging the said Premises or any part thereof
       from any liens, judgments, or encumbrances caused or suffered by Tenant.
       In the event any such lien shall be made or filed, Tenant shall bond
       against or discharge the same within ten (10) days after the same has
       been made or filed. It is understood and agreed between the parties
       hereto that the expenses, costs and charges above referred to shall be
       considered as rent due and shall be included in any lien for rent.

              Tenant herein shall not have any authority to create any liens for
       labor or materials on Landlord's interest in the Premises and all persons
       contracting with Tenant for the destruction or removal of any facilities
       or other improvements or for the erection, installation, alteration, or
       repair of any facilities or other improvements on or about the Premises,
       and all materialmen, contractors, subcontractors, mechanics, and laborers
       are hereby charged with notice that they must look only to Tenant and to
       Tenant's interests in the Premises to secure the payment of any bill for
       work done or material furnished at the request or instruction of Tenant.

PARKING

              15. Landlord shall provide Tenant seventy (70) unassigned parking
       spaces at no charge. Tenant shall comply with Landlord's procedures and
       policies in operating the Building parking areas. Landlord shall not be
       liable for any damage of any nature whatsoever to, or any theft of,
       automobiles or other vehicles or the contents of them, while in or about
       Building parking areas.

ESTOPPEL STATEMENT

              16. From time to time, upon not less than ten (10) days prior
       request by Landlord, Tenant shall deliver to Landlord a statement in
       writing certifying (a) that this Lease is unmodified and in full force
       and effect (or, if there have been

                                      -6-


       modifications, that the Lease as modified is in full force and effect and
       stating the modifications); (b) the dates to which the rent and other
       charges have been paid; (c) that Landlord is not in default under any
       provisions of this Lease or, if in default, the nature thereof in detail;
       and (d) such other matters pertaining to the Lease as Landlord may
       request. It is intended that any such statement delivered pursuant to
       this section may be relied upon by any prospective purchaser or mortgagee
       and their respective successors and assigns and Tenant shall be liable
       for all loss, cost or expense resulting from the failure of any sale or
       funding of any loan caused by any failure to furnish the estoppel
       statement or misstatement contained in such estoppel statement. Tenant
       hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with
       full power and authority to execute and deliver in the name of Tenant
       such estoppel certificate if Tenant fails to deliver the same within ten
       (10) days of Landlord's request therefor. This appointment is a power
       coupled with interest and is a material inducement to Landlord to enter
       into this Lease.

SUBORDINATION

              17. If the Building and/or Premises are at any time subject to a
       mortgage and/or deed of trust or ground lease, and Tenant has received
       written notice from Mortgagee or ground lessor of same, then in any
       instance in which Tenant gives notice to Landlord alleging default by
       Landlord hereunder, Tenant will also simultaneously give a copy of such
       notice to each Landlord's Mortgagee and/or ground lessor and each
       Landlord's Mortgagee and/or ground lessor shall have the right (but not
       the obligation) to cure or remedy such default during the period that is
       permitted to Landlord hereunder, plus an additional period of thirty (30)
       days, and Tenant will accept such curative or remedial action (if any)
       taken by Landlord's Mortgagee and/or ground lessor with the same effect
       as if such action had been taken by Landlord.

              This Lease shall be subject and subordinate to any mortgage and/or
       ground lease now or hereafter encumbering the Building. This provision
       shall be self-operative without the execution of any further instruments.
       Notwithstanding the foregoing, however, Tenant hereby agrees to execute
       any instrument(s) which Landlord may deem desirable to evidence the
       subordination of this Lease to any and all such mortgages and/or ground
       lease.

ATTORNMENT

              18. If the interests of Landlord under this Lease shall be
       transferred voluntarily or by reason of foreclosure or other proceedings
       for enforcement of any mortgage and/or ground lease on the Premises,
       Tenant shall be bound to such transferee (herein sometimes called the
       "Purchaser") for the remaining balance of the Term, and any extensions or
       renewals thereof which may be effective in accordance with the terms and
       provisions hereof with the same force and effect as if the Purchaser were
       Landlord under this Lease, and Tenant does hereby agree to attorn to the
       Purchaser, including the Mortgagee under any such mortgage and/or lessor
       under any such ground lease if it be the Purchaser, as its Landlord, said
       attornment to be effective and self-operative without the execution of
       any further instruments upon the Purchaser succeeding to the interest of
       Landlord under this Lease. The respective rights and obligations of
       Tenant and the Purchaser upon such attornment, to the extent of the then
       remaining balance of the Term of this Lease and any such extensions and
       renewals, shall be and are the same as those set forth herein. In the
       event of such transfer of Landlord's interests, Landlord shall be
       released and relieved from all liability and responsibility thereafter
       accruing to Tenant under this Lease or otherwise and Landlord's successor
       by acceptance of rent from Tenant hereunder shall become liable and
       responsible to Tenant in respect in all obligations of the Landlord under
       this Lease.

ASSIGNMENT

              19. Without the written consent of Landlord first obtained in each
       case, Tenant shall not sublease, assign, transfer, mortgage, pledge, or
       otherwise encumber or dispose of this Lease or underlet the Premises or
       any part thereof or permit the Premises to be occupied by other persons.
       Landlord agrees to respond to any Tenant request within fifteen (15) days
       of receipt (failure of Landlord to respond timely shall be deemed to be
       an acceptance of request). Tenant shall be entitled to assign or sublease
       this Lease to an affiliated entity, provided Tenant remains liable for
       the performance of any assignee or sublessee. In the case of a
       subletting, Landlord's consent may be predicated, among other things,
       upon Landlord becoming entitled to collect and retain all rentals payable
       under the prime Lease and fifty percent (50%) of all rental profits from
       a sublease. If this Lease be assigned, or if the Premises or any part
       thereof be underlet or occupied by anybody other than Tenant, Landlord
       may, after default by Tenant, collect or accept rent from the assignee,
       undertenant, or occupant and apply the net amount collected or accepted
       to the rent herein reserved, but no such collection or acceptance shall
       be deemed a waiver of this covenant or the acceptance of the assignee,
       undertenant, or occupant as Tenant, nor shall it be construed as or
       implied to be a release of Tenant from the further observance and
       performance by Tenant of the terms, provisions, covenants and conditions
       herein contained.

SUCCESSORS AND ASSIGNS

              20. All terms, provisions, covenants and conditions to be observed
       and performed by Tenant shall be applicable to and binding upon Tenant's
       respective heirs, administrators, executors, successors and assigns,
       subject, however, to the restrictions as to assignment or subletting by
       Tenant as provided herein. All expressed covenants of this Lease shall be
       deemed to be covenants running with the land.

                                      -7-


HOLD HARMLESS OF LANDLORD

              21. In consideration of said Premises being leased to Tenant for
       the above rent, Tenant agrees that Tenant, at all times, shall indemnify
       and keep Landlord harmless from all losses, damages, liabilities and
       expenses, which may arise or be claimed against Landlord and be in favor
       of any persons, firms or corporations, consequent upon or arising from
       the use of occupancy of the Premises by Tenant, or consequent upon or
       arising from any acts, omissions, neglect or fault of Tenant, his agents,
       servants, employees, licensees, visitors, customers, patrons or invitees,
       or consequent upon or arising from Tenant's failure to comply with any
       laws, statutes, ordinances, codes or regulations as herein provided; that
       Landlord shall not be liable to Tenant for any damages, losses or
       injuries to the persons or property of Tenant which may be caused by the
       acts, neglect, omissions or faults of any persons, firms or corporations,
       except when such injury, loss or damage results from gross negligence of
       Landlord, his agents or employees, and that Tenant will indemnify and
       keep harmless Landlord from all damages, liabilities, losses, injuries,
       or expenses which may arise or be claimed against Landlord and be in
       favor of any persons, firms or corporations, for any injuries or damages
       to the person or property of any persons, firms or corporations, where
       said injuries or damages arose about or upon said Premises as a result of
       the negligence of Tenant, his agents, employees, servants, licensees,
       visitors, customers, patrons, and invitees. All personal property placed
       or moved into the Premises or Building shall be at the risk of Tenant or
       the owner thereof, and Landlord shall not be liable to Tenant for any
       damage to said personal property. Tenant shall maintain at all times
       during the Term an insurance policy or policies in an amount or amounts
       sufficient, in Landlord's opinion, to indemnify Landlord or pay
       Landlord's damages, if any, resulting from any matters set forth in this
       section.

              In case Landlord shall be made a party to any litigation commenced
       against Tenant, then Tenant shall protect and hold Landlord harmless and
       shall pay all costs, expenses and reasonable attorneys' fees incurred or
       paid by Landlord in connection with such litigation and any appeal
       thereof.

ATTORNEYS' FEES

              22. If either party defaults in the performance of any of the
       terms, provisions, covenants and conditions of this Lease and by reason
       thereof the other party employees the services of an attorney to enforce
       performance of the covenants, or to perform any service based upon
       defaults, then in any of said events the prevailing party shall be
       entitled to reasonable attorneys' fees and all expenses and costs
       incurred by the prevailing party pertaining thereto (including costs and
       fees relating to any appeal) and in enforcement of any remedy. Tenant
       shall be responsible to pay Landlord's attorneys' fees for enforcement of
       Tenant's obligations under this Lease, whether suit be brought or not.

DAMAGE OR DESTRUCTION

              23. In the event all or part of the Premises shall be destroyed or
       so damaged or injured by fire, windstorm, hurricane, natural disaster, or
       other casualty, during the Term, whereby the same shall be rendered
       untenantable, then Landlord shall have the right, but not the obligation,
       to render such Premises tenantable by repairs within 360 days therefrom;
       Landlord shall have the further right, at its election, to cancel this
       Lease as to all or the untenantable portion of the Premises.

              Landlord agrees that, within 60 days following damage or
       destruction, it shall notify Tenant with respect to whether or not
       Landlord intends to restore the Premises. If said Premises are not
       rendered tenantable within the aforesaid 360 days it shall be optional
       with either party hereto, no later than the date that Premises are in
       fact rendered tenantable, to cancel this Lease as to the tenantable
       portion, and in the event of such cancellation the rent shall be paid
       only to the date of such fire or casualty. The cancellation herein
       mentioned shall be evidenced in writing. During any time that all or a
       portion of the Premises are untenantable due to causes set forth in this
       Section, the Base Rent or a just and fair proportion thereof shall be
       abated.

              Notwithstanding the foregoing, (a) should damage or destruction
       occur during the last twelve months of the Term, either Landlord or
       Tenant shall have the option to terminate this Lease as to the
       untenantable portion of the Premises, effective on the date of damage or
       destruction, provided notice to terminate is given within 30 days of the
       date of such damage or destruction; (b) should damage, destruction or
       injury occur by reason of Tenant's negligence, Landlord shall have the
       right, but not the obligation, to render the Premises tenantable within
       360 days of the date of damage, destruction or injury and no abatement of
       Rent shall occur and Tenant shall not have such option to terminate.

INSURANCE

              23A. The Landlord assumes no liability or responsibility
       whatsoever with respect to the conduct and operation of the business to
       be conducted in the Premises. The Landlord shall not be liable for any
       accident to or injury to any person or persons or property in or about
       the Premises or the Project which are caused by the conduct and operation
       of said business or by virtue of equipment or property of the Tenant in
       said Premises. The Tenant agrees to hold the Landlord harmless against
       all such claims.

                                      -8-


                     (1) Tenant shall, at Tenant's sole expense, obtain and keep
       in force during the Term and any extension or renewal hereof: (i)
       fire and extended coverage insurance with vandalism and malicious
       mischief endorsements and a sprinkler leakage endorsement (where
       applicable), on all of its personal property, including removable
       trade fixtures, located in the Premises, and on all leasehold
       improvements and any future additions and improvements made by
       Tenant; and (ii) comprehensive general liability insurance,
       including contractual liability coverage, insuring Landlord (as an
       additional insured) and Tenant against any liability arising out
       of the ownership, use, occupancy or maintenance of the Premises
       and all areas appurtenant thereto.

                     (2) Said insurance shall be with insurance companies
       approved by Landlord, which approval shall not be unreasonably
       withheld. Such companies shall be responsible insurance carriers
       authorized to issue the relevant insurance, authorized to do
       business in Florida and at least A-rated in the most current
       edition of BEST'S INSURANCE Reports. Comprehensive general
       liability insurance, including contractual liability coverage,
       shall have minimum limits of ONE MILLION AND NO/100 DOLLARS
       ($1,000,000.00) for any loss of or damage to property from any one
       accident, and ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) for
       death of or injury to any one person from any one accident. Fire
       and extended coverage insurance with vandalism and malicious
       mischief endorsements and a sprinkler leakage endorsement shall
       have limits not less than the replacement cost of all property
       (personal or otherwise) and capital improvements in the premises.
       The limits of said insurance shall not, however, limit the
       liability of the Tenant hereunder. The policies cannot contain
       provisions which deny coverage because the loss is due to the
       fault of Landlord or Tenant. If Tenant shall fail to procure and
       maintain said insurance, Landlord may, but shall not be required
       to, procure and maintain same, but at the expense of Tenant.
       Tenant shall deliver to Landlord, prior to occupancy of the
       Premises, copies of policies of liability insurance required
       herein, or certificates evidencing the existence and amounts of
       such insurance, with loss payable clauses satisfactory to
       Landlord. No policy shall be cancelable or subject to reduction of
       coverage except after thirty (30) days prior written notice to
       Landlord. Notwithstanding anything herein to the contrary,
       Landlord shall have the right to review the Tenant's insurance
       once every year and to reasonably require Tenant to alter its
       insurance coverage to cover the effects of inflation and to
       include or eliminate certain provisions in the Tenant's insurance
       policy which reflect the then-current industry standards for this
       type of insurance coverage.

EMINENT DOMAIN

              24. If there shall be taken during the Term any part of the
       Premises, parking facilities or Building, other than a part not
       interfering with maintenance, operations, or use of the Building,
       Landlord may elect to terminate this Lease or to continue same in effect.
       If Landlord elects to continue the Lease, the rent shall be reduced in
       proportion to the area of the Premises so taken and Landlord shall repair
       any damage to the Premises, resulting from such taking. If any part of
       the Premises is taken by condemnation or Eminent Domain which renders the
       Premises unsuitable for its intended use, the Tenant may elect to
       terminate this Lease, or if any part of the Premises is so taken which
       does not render the Premises unsuitable for its intended use, this Lease
       shall continue in effect and the rental shall be reduced in proportion to
       the area of the Premises so taken and Landlord shall repair any damage to
       the Premises resulting from such taking. If all of the Premises is taken
       by condemnation or Eminent Domain, this Lease shall terminate on the date
       of the taking. All sums awarded (or agreed upon between Landlord and the
       condemning authority) for the taking of the interest of Landlord and/or
       Tenant, whether as damages or as compensation, and whether for partial or
       total condemnation, will be the property of Landlord. If this Lease
       should be terminated under any provisions of this section, Rent shall be
       payable up to the date that possession is taken by the authority, and
       Landlord will refund to Tenant any prepaid unaccrued Rent less any sum or
       amount then owing by Tenant to Landlord.

ABANDONMENT

              25. If, during the Term, Tenant shall abandon, vacate or remove
       from the Premises the major portion of the goods, wares, equipment or
       furnishings usually kept on said Premises, or shall cease doing business
       in the Premises, or shall suffer the rent to be in arrears, Landlord may,
       at its option, declare a default of this Lease and seek remedies in the
       manner stated in Section 27 hereof, or Landlord may enter the Premises as
       the agent of Tenant by force or otherwise, without being liable in any
       way therefor and relet the Premises with or without any furniture that
       may be therein, as the agent of Tenant, at such price and upon such terms
       and for such duration of time as Landlord may determine, and receive the
       rent therefor, applying the same to the payment of Rent, and if the full
       Rent shall not be realized by Landlord over the expenses to Landlord of
       such reletting, Tenant shall pay any deficiency.

DEFAULT

              26. The occurrence of any of the following during the Term shall
       constitute an Event of Default by Tenant:

              A. Tenant shall fail to pay when due Base Rent, Additional Rent or
       any under charges that accrue under this Lease;

              B. Tenant shall fail to pay when due any other sums, fees,
       charges, costs, or expenses which are payable

                                      -9-


       under this Lease;

              C. Tenant shall, other than in the manner permitted under this
       Lease, make or permit or suffer to occur any assignment (including any
       transfer of interest in Tenant which is deemed to be an assignment under
       this Lease), sublease or occupancy arrangement, conveyance, transfer,
       conditional or collateral assignment, pledge, hypothecation, or other
       encumbrance, whether by operation of law or otherwise, of this Lease or
       any interest in this Lease;

              D. Tenant shall fail in any other way in the performance or
       observance of any of the non-material terms and conditions of this Lease
       and within ten (10) days shall not have cured such default or, if
       impossible of cure within such time but possible of cure within sixty
       (60) days, begun and diligently pursued such cure to completion;

              E. There shall be filed by or against Tenant or any Guarantor of
       this Lease in any court or other tribunal a petition in bankruptcy or
       insolvency proceedings or for reorganization or for the appointment of a
       receiver or trustee of all or substantially all of Tenant's, or any
       Guarantor's, property, unless such petition shall be filed against Tenant
       or any Guarantor of this Lease and Tenant or such Guarantor shall in good
       faith promptly thereafter commence and diligently prosecute any and all
       proceedings appropriate to secure the dismissal of such petition and
       shall secure such dismissal within thirty (30) days of its filing;

              F. Tenant or any Guarantor of this Lease shall be adjudicated a
       bankrupt or an insolvent or take the benefit of any federal
       reorganization or composition proceeding, make an assignment for the
       benefit of creditors, or take the benefit of an insolvency law;

              G. A trustee in bankruptcy or a receiver shall be appointed or
       elected or had for Tenant or any Guarantor of this Lease, whether under
       federal or state laws;

              H. Tenant's interest under this Lease shall be sold under any
       execution or process of law;

              I. The Premises shall be abandoned or deserted or Tenant shall
       fail to make continuous use of the Premises for one (1) month for the
       Use; or

              J. Tenant shall fail to maintain current, duly issued occupational
       licenses, or any other permit or license required by an applicable legal
       authority for its operations at the Premises or Tenant shall fail to meet
       the insurance requirements of this Lease and provide Certificates of
       Insurance (and policies if requested) evidencing such compliance.

REMEDIES

              27. A. In the event of the occurrence of an Event of Default by
       Tenant, Landlord, at Landlord's option, may elect to do one or more of
       the following:

                     (1) Accelerate all of the remaining Rent for the Term, in
       which event all Rent shall become immediately due and payable;

                     (2) Terminate this Lease as provided by this Section and
       re-enter the Premises and remove all persons and property from the
       Premises, either by summary proceedings or by any other suitable
       action or proceeding at law, or otherwise; or

                     (3) Without terminating this Lease, re-enter the Premises
       and remove all persons and property from the Premises, either by
       summary proceedings or by any other suitable action or proceeding
       at law, or otherwise, and relet all or any part of the Premises.

              B. If Landlord elects to terminate this Lease:

                     (1) Landlord shall give notice of such termination, which
       shall take effect ten (10) days after such notice is given, or such
       greater number of days as is set forth in such notice, fully and
       completely as if the effective date of such termination were the date
       originally set forth in this Lease for the expiration of the Term;

                     (2) Tenant shall quit and peacefully surrender the Premises
       to Landlord, without any payment by Landlord for doing so, on or
       before the effective date of termination; and

                     (3) All Rent, including all Base Rent and Additional Rent
       (including arrearages), shall become due and shall be paid up to
       the effective date of termination, together with such expenses,
       including attorneys' fees, as Landlord shall incur in connection
       with such termination.

              C. No receipts of monies by Landlord from Tenant after termination
       of this Lease shall

                                      -10-





       reinstate, continue, or extend the Term, affect any Notice previously
       given by Landlord to Tenant, or operate as a waiver of the right of
       Landlord to enforce the payment of Rent.

              D. If Landlord shall terminate this Lease, Landlord shall be
       entitled to retain, free of trust, all sums then held by Landlord
       pursuant to any of the provisions of this Lease. In the interim following
       such termination until the retention of such sums by Landlord free of
       trust, such sums shall be available to Landlord, but not to Tenant,
       pursuant to and for the purposes provided by the terms and conditions of
       this Lease.

              E. In the event of any re-entry and/or dispossession by summary
       proceedings or otherwise without termination of this Lease:

                     (1) All Rent shall become due and shall be paid up to the
       time of such re-entry and/or dispossession, together with such
       expenses, including attorneys' fees, as Landlord shall incur in
       connection with such re-entry and/or dispossession by summary
       proceedings or otherwise; and

                     (2) All Rent for the remainder of the Term may be
       accelerated and due in full, the collection of such sums being
       subject to the provisions of Subsection F, below; and

                     (3) Landlord may relet all or any part of the Premises,
       either in the name of Landlord or otherwise, for a term or terms
       which may, at Landlord's option, be equal to, less than, or
       greater than the period which would otherwise have constituted the
       balance of the Term. In connection with such reletting:

                            (a) Tenant or Tenant's representative shall pay, as
       Additional Rent, to Landlord, as they are incurred by
       Landlord, such reasonable expenses as Landlord may incur in
       connection with reletting, including, without limitation,
       legal expenses, attorneys' fees, brokerage commissions, and
       expenses incurred in altering, repairing, and putting the
       Premises in good order and condition and in preparing the
       Premises for reletting;

                            (b) Tenant or Tenant's representative shall pay to
       Landlord, in monthly installments on the due dates for Rent
       payments for each month of the balance of the Term, the
       amount by which any Rent payment exceeds the net amount, if
       any, of the rents for such period collected on account of
       the reletting of the Premises; any suit brought to collect
       such amount for any month or months shall not prejudice in
       any way the rights of Landlord to collect the deficiency
       for any subsequent month or months by a similar action or
       proceeding;

                            (c) At Landlord's option exercised at any time,
       Landlord shall be entitled to recover immediately from
       Tenant, in addition to any other proper claims, but in lieu
       of and not in addition to any amount which would thereafter
       become payable under the preceding subsection, a sum equal
       to the amount by which the sum of the Rent for the balance
       of the Term, compound discounted at a reasonable rate
       selected by Landlord to its then-present worth, exceeds the
       net rental value of the Premises, compound discounted at
       the same annual rate to its then-present worth, for the
       balance of the Term. In determining such net rental value
       of the Premises, the rent realized by any reletting of the
       Premises, if such reletting is upon terms (other than
       rental amounts) generally comparable to the terms of this
       Lease, shall be deemed to be such net rental value; and

                            (d) At Landlord's option, Landlord may make such
       alterations and/or decorations in or upon the Premises as
       Landlord, in Landlord's sole judgment, considers advisable
       and necessary for the purpose of reletting the Premises;
       the making of such alterations and/or decorations shall not
       operate or be construed to release Tenant from liability
       under this Section; the cost of all such alterations and/or
       decorations shall be paid by Tenant to Landlord as
       Additional Rent.

              F. Landlord shall have, receive, and enjoy as Landlord's sole and
       absolute property, any and all sums collected by Landlord as rent or
       otherwise upon reletting the Premises after Landlord shall resume
       possession of the Premises as provided by this Lease, including, without
       limitation, any amounts by which the sum or sums so collected shall
       exceed the continuing liability of Tenant under this Lease. If Landlord
       shall have accelerated Rent payments and collected same from Tenant, and
       subsequently shall have relet the Premises, then Landlord, after
       deducting all costs related to reletting, including, but not limited to,
       those described or anticipated in this Section, shall pay to Tenant the
       amount remaining which is collected as Rent for each month, to the extent
       Landlord shall have previously received the Rent for such month from
       Tenant.

              G. Landlord and Tenant agree that after the commencement of suit
       for possession of the Premises or after final order or judgment for the
       possession of the Premises, Landlord may demand, receive, and collect any
       monies due or coming due without in any manner affecting such suit,
       order, or judgment. All such monies collected shall be deemed to be
       payments on account of the use and occupation of the Premises, or, at the
       election of Landlord, on account of Tenant's liability under this Lease.

              H. The words "re-enter" and "re-entry", as used in this Section,
       are not and shall not be restricted to their technical legal meaning, but
       are used in the broadest sense.

                                      -11-


              I. Tenant waives all rights of redemption which may otherwise be
       provided by any legal requirement in the event that Landlord shall,
       because of the occurrence of an Event of Default by Tenant, obtain
       possession of the Premises under legal proceedings, or pursuant to
       present or future law or to the terms and conditions of this Lease.

              J. Landlord, in addition to other rights and remedies it may have,
       shall have the right to (a) keep in place and use all of the furniture,
       fixtures, and equipment in the Premises, including that which is owned by
       or leased to Tenant, and (b) to remove all or any part of Tenant's
       property from the Premises and any property removed may be sold, disposed
       of, or stored in any public warehouse or elsewhere at the cost of and for
       the account of Tenant. Landlord shall not be responsible for the care or
       safekeeping of such property, whether in transport, storage or otherwise.
       Tenant waives any and all claim against Landlord for loss, destruction
       and/or damage or injury which may be occasioned by any of the aforesaid
       acts; Tenant shall be liable to Landlord for costs incurred by Landlord
       in connection with any storage, transport or other acts anticipated in
       this Section and shall hold harmless and indemnify Landlord from all
       loss, damage, cost, expense and liability in connection therewith. No
       re-entry or taking possession of the Premises by Landlord shall be
       construed as an election on Landlord's part to terminate this Lease
       unless a written notice of such intention is given to Tenant.
       Notwithstanding any such re-letting without termination, Landlord may at
       all times thereafter elect to terminate this Lease for such previous
       default. Any such re-entry shall be allowed by Tenant without hindrance,
       and Landlord shall not be liable in damages for any such re-entry, or
       guilty of trespass or forcible entry.

              K. Landlord shall be entitled, without notice or bond, to the
       issuance of pre-judgment writs of replevin, pre-judgment distress writs,
       attachment writs, break open orders, orders authorizing the locking of
       the Premises to protect Landlord's lien on personal property, fixtures
       and equipment, and such other orders as may be issued by a court of law
       or equity. Landlord shall have the right to take possession as allowed
       under Chapter 78, Florida Statutes. The remedies described in this
       Section are cumulative and in addition to and without waiver of all
       remedies allowed Landlord by this Lease or by case law, common law and
       statute now or hereinafter in effect. Tenant agrees that the rights and
       remedies granted Landlord in this Section are commercially reasonable.

ADMINISTRATIVE CHARGES

              28. In the event a Rent payment is not received within five (5)
       business days after its due date, interest shall be due thereon at the
       rate of 18% per annum, on the then total Rent due and unpaid. This
       interest shall accrue on the amount unpaid, including prior interest and
       administrative fees and late charges, and shall become immediately due
       and payable from Tenant to Landlord, without notice or demand, at the
       place of payment. In the event any check, bank draft or negotiable
       instrument given for any payment under this Lease shall be dishonored at
       any time for any reason whatsoever not attributable to Landlord, Landlord
       shall be entitled, in addition to any other remedy that may be available,
       to an administrative charge of Two Hundred Dollars ($200.00). These
       provisions for administrative fees and late charges are not, and shall
       not be deemed, grace periods. Such administrative fees and late charges
       are not penalties, but liquidated damages to defray administrative,
       collection, and related expenses due to Tenant's failure to make such
       Rent payment when due or failure to process the dishonored instrument. An
       additional administrative fee and late charge shall become immediately
       due and payable on the first day of each month for which all or a portion
       of a Rent payment (together with any administrative fee and late charge)
       remains unpaid, and for each dishonored instrument.

LIEN FOR PAYMENT OF RENT

              29. Landlord shall have, and Tenant grants to Landlord, a security
       interest in any furnishings, equipment, fixtures, inventory, and other
       personal property of any kind belonging to Tenant, or the equity of
       Tenant in such items, on the Premises or elsewhere (to the extent that
       such property is owned by Tenant). No lien rights shall extend to any
       personal property owned by any employee, officer or director of Tenant
       that may be located on the Premises. Such security interest is granted
       for the purposes of securing the payment of Rent and other charges,
       assessments, penalties, and damages required under this Lease to be paid
       by Tenant, and of securing the performance of all other obligations of
       Tenant under this Lease. Upon Tenant's default or breach of any terms and
       conditions of this Lease, Landlord shall have all remedies available
       under applicable law, equity or as provided in this Lease including
       without limitation, the right to take possession of any or all of the
       items referred to in this Section and dispose of them by public or
       private sale in a commercially reasonable manner. Landlord shall also
       have the right to relinquish possession of all or any portion of such
       furniture, fixtures, equipment and other property to any person
       ("Claimant") claiming to be entitled to possession thereof who presents
       to Landlord a copy of any instruments represented to Landlord by Claimant
       to have been executed by Tenant (or any predecessor of Tenant) granting
       Claimant the right under various circumstances to take possession of such
       furniture, fixtures, equipment or other property, without the necessity
       on the part of Landlord to inquire into the authenticity of said
       instrument's copy of Tenant's or Tenant's predecessor's signature thereon
       and without the necessity of Landlord making any nature of investigation
       or inquiry as to the validity of the factual or legal basis upon which
       Claimant purports to act; and Tenant agrees to indemnify and hold
       Landlord harmless from all cost, expense, loss, damage and liability
       incident to Landlord's relinquishment of possession of all or any portion
       of such furniture, fixtures, equipment or other property to Claimant. The
       provision for a landlord's lien as described in this Article shall be in
       addition to, and not in substitution for, any landlord's lien and similar
       remedies otherwise provided by statutory or common law.

                                      -12-


                     To the extent, if any, that this Lease grants Landlord any
       lien or lien rights greater than provided by the laws of the State
       of Florida pertaining to landlords' liens, this Lease is intended
       as and constitutes a security agreement within the meaning of the
       Uniform Commercial Code. Landlord, in addition to the rights
       prescribed in this Lease, shall have a Security Interest, as that
       term is defined under this state's Uniform Commercial Code, in the
       items referred to in this Section to secure the payment to
       Landlord of the various amounts provided for in this Lease. Tenant
       agrees to and shall execute and deliver to Landlord such financing
       statements and such further assurances as Landlord may, from time
       to time, consider necessary to create, perfect, and preserve the
       lien described and all additional substitutions, replacements, and
       accessions thereto, and all proceeds of its or their sale or the
       disposition (under the Uniform Commercial Code, other statutory
       provisions, or otherwise). Landlord, at the expense of Tenant, may
       cause such financing statements and assurances to be recorded and
       re-recorded, filed and re-filed, and renewed or continued, at such
       times and places as may be required or permitted by law to create,
       perfect, and preserve such items. In the event Tenant fails to
       promptly execute and return to Landlord such financing statements
       and other instruments as Landlord may require to create, preserve,
       and perfect its lien, Tenant shall and does hereby designate
       Landlord to act as Tenant's agent and attorney in fact for the
       sole and limited purpose of executing such financing statements
       and other instruments and any such execution by Landlord pursuant
       to this Lease shall be effective and binding upon Tenant as though
       executed originally by Tenant, such designation being a power
       coupled with an interest which gives full power and authority to
       execute and deliver the designated documentation on behalf of
       Landlord and which is a material inducement to Landlord to enter
       into this Lease. Tenant's designation of Landlord as agent and
       attorney-in-fact hereunder shall not be subject to revocation
       until this Lease is terminated.

WAIVER OF DEFAULT

              30. Failure of Landlord to declare any default immediately upon
       occurrence thereof, or delay in taking any action in connection
       therewith, shall not waive such default, but Landlord shall have the
       right to declare any such default at any time and take such action as
       might be lawful or authorized hereunder, in law and/or in equity. No
       waiver by Landlord of a default by Tenant shall be implied, and no
       express waiver by Landlord shall affect any default other than the
       default specified in such waiver and that only for the time and extension
       therein stated.

              No waiver of any term, provision, condition or covenant of this
       Lease by Landlord shall be deemed to imply or constitute a further waiver
       by Landlord of any other term, provision, condition or covenant of this
       Lease. In addition to any rights and remedies specifically granted
       Landlord herein, Landlord shall be entitled to all rights and remedies
       available at law and in equity, whether existing at time of execution or
       of enforcement of this Lease, in the event that Tenant shall fail to
       perform any of the terms, provisions, covenants or conditions of this
       Lease on Tenant's part to be performed or fails to pay Base Rent,
       Additional Rent or any other sums due Landlord when due. All rights and
       remedies specifically granted to Landlord herein, by law and in equity
       shall be cumulative and not mutually exclusive.

RIGHT OF ENTRY

              31. Landlord, or any of its agents, shall have the right to enter
       the Premises during all reasonable hours to examine the same or to make
       such repairs, additions or alterations as may be deemed necessary for the
       safety, comfort, or preservation thereof, or to said Building, or to
       exhibit said Premises at any time within one hundred fifty (150) days
       before the expiration of this Lease. Landlord shall provide Tenant with
       prior notice and agrees to use its efforts not to interfere with daily
       business operations. Said right of entry shall likewise exist for the
       purpose of removing placards, signs, fixtures, alterations, or additions
       which do not conform to this Lease.

NOTICE

              32. Any notice given Landlord as provided for in this Lease shall
       be sent to Landlord by registered mail addressed to Landlord at
       Landlord's Management Office. Any notice to be given Tenant under the
       terms of this Lease, unless otherwise stated herein, shall be in writing
       and shall be personally delivered or sent by registered mail or by
       nationally (U.S.) recognized overnight delivery service to the office of
       Tenant in the Building. Either party, from time to time, by such notice,
       may specify another address in the continental United States to which
       subsequent notice shall be sent.

LANDLORD CONTROLLED AREAS

              33. All automobile parking areas, driveways, entrances and exits
       thereto, Common Areas, and other facilities furnished by Landlord,
       including all parking areas, truck way or ways, loading areas, pedestrian
       walkways and ramps, landscaped areas, stairways, corridors, and other
       areas and improvements provided by Landlord for the general use, in
       common, of tenants, their officers, agents, employees, servants,
       invitees, licensees, visitors, patrons and customers, shall be at all
       times subject to the exclusive control and management of Landlord, and
       Landlord shall have the right from time to time to establish, modify and
       enforce rules and regulations with respect to all facilities and areas
       and improvements; to police same; from time to time to change the area,
       level and location and arrangement of parking areas and other facilities
       hereinabove referred to; to restrict parking by and enforce parking
       charges (by operation of meters or otherwise) to tenants, their officers,
       agents, invitees, employees, servants, licensees, visitors, patrons and
       customers; to close all or any portion of

                                      -13-


       said areas or facilities to such extent as may in the opinion of
       Landlord's counsel be legally sufficient to prevent a dedication thereof
       or the accrual of any rights to any person or the public therein; to
       close temporarily all or any portion of the public areas, Common Areas or
       facilities; to discourage non-tenant parking; and to do and perform such
       other acts in and to said areas and improvements as, in the sole judgment
       of Landlord, Landlord shall determine to be advisable with a view to the
       improvement of the convenience and use thereof by tenants, their
       officers, agents, employees, servants, invitees, visitors, patrons,
       licensees and customers. Landlord will operate and maintain the Common
       Areas and other facilities referred to in such reasonable manner as
       Landlord shall determine from time to time. Without limiting the scope of
       such discretion, Landlord shall have the full right and authority to
       designate a manager of the parking facilities and/or Common Areas and
       other facilities who shall have full authority to make and enforce rules
       and regulations regarding the use of the same or to employ all personnel
       and to make and enforce all rules and regulations pertaining to and
       necessary for the proper operation and maintenance of the parking areas
       and/or Common Areas and other facilities. Reference in this section to
       parking areas and/or facilities shall in no way be construed as giving
       Tenant hereunder any rights and/or privileges in connection with such
       parking areas and/or facilities unless such rights and/or privileges are
       expressly set forth in this Lease.

CONDITION OF PREMISES
ON TERMINATION OF LEASE
AND HOLDING OVER

              34. Tenant agrees to surrender to Landlord, at the end of the Term
       and/or upon any cancellation of this Lease, said Premises in as good
       condition as said Premises were at the beginning of the Term of this
       Lease, ordinary wear and tear and damage by fire or other casualty not
       caused by Tenant's negligence excepted. Tenant agrees that if Tenant does
       not surrender said Premises to Landlord at the end of the Term then
       Tenant will pay to Landlord double the amount of the current rental for
       each month or portion thereof that Tenant holds over plus all damages
       that Landlord may suffer on account of Tenant's failure to so surrender
       to Landlord possession of said Premises, and will indemnify and hold
       Landlord harmless from and against all claims made by any succeeding
       Tenant of said Premises against Landlord on account of delay of Landlord
       in delivering possession of said Premises to said succeeding tenant so
       far as such delay is caused by failure of Tenant to so surrender the
       Premises.

              No receipt of money by Landlord from Tenant after termination of
       this Lease or the service of any notice of commencement of any suit or
       final judgment for possession shall reinstate, continue or extend the
       Term or affect any such notice, demand, suit or judgment, unless
       specifically agreed to in writing by Landlord and Tenant.

              No act or thing done by Landlord or its agents during the Term
       shall be deemed an acceptance of a surrender of the Premises, and no
       agreement to accept a surrender of the Premises shall be valid unless it
       be made in writing and subscribed by a duly authorized officer or agent
       of Landlord.

OCCUPANCY TAX

              35. Tenant shall be responsible for and shall pay before
       delinquency all municipal, county or state taxes assessed during the Term
       of this Lease against any occupancy interest or personal property of any
       kind, owned by or placed in, upon or about the Premises by Tenant.

SIGNS

              36. Landlord shall have the right to install signs on the interior
       or exterior of the Building and Premises and/or change the Building's
       name or street address. Landlord shall provide space on the Building
       tenant directory for the name of Tenant, and provide Tenant with building
       standard signage at the entrance to its Premises at Landlord's expense.
       If Landlord changes the building address, Landlord agrees to pay all
       reasonable costs associated with reprinting Tenant's stationery, business
       cards, marketing materials and the like.

TRIAL BY JURY

              37. LANDLORD AND TENANT WAIVE TRIAL BY JURY IN ANY ACTION,
       PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER ON
       ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
       RELATIONSHIP OF LANDLORD AND TENANT, AND TENANT'S USE OR OCCUPANCY OF THE
       PREMISES. Tenant further agrees that it shall not interpose any
       counterclaim or counterclaims, except compulsory counterclaims, in a
       summary proceeding or in any action based upon nonpayment of rent or any
       other payment required of Tenant hereunder. Upon Landlord's request,
       Tenant shall participate in mediation of a dispute between Landlord and
       Tenant; the cost of a mediator shall be borne equally by Landlord and
       Tenant.

RELOCATION OF TENANT

              38. Landlord expressly reserves the right at Landlord's sole cost
       and expense, to remove Tenant from the Premises and to relocate Tenant in
       some other space within the Building, which other space shall be
       decorated by Landlord at

                                      -14-


       Landlord's expense. Landlord shall have the right, in Landlord's sole
       discretion, to use such decorations and materials as may have been used
       in the original Premises. Nothing herein contained shall be construed to
       relieve Tenant or imply that Tenant is relieved of the liability for or
       obligation to pay any Additional Rent due by reason of the provisions of
       Section 3A of this Lease, the provisions of which section shall be
       applied to the space in which Tenant is relocated on the same basis as
       said provisions were applied to the Premises from which Tenant is
       removed. Tenant agrees that Landlord's exercise of its election to remove
       and relocate Tenant shall not terminate this Lease or release Tenant, in
       whole or in part, from Tenant's obligation to pay the rents and perform
       the covenants and agreements hereunder for the full Term. Landlord agrees
       to pay all reasonable costs of relocation including moving expenses,
       phones/computer installation, printing new business cards and marketing
       materials, and any other costs incurred due to relocation.

CROSS DEFAULT

              39. If the term of any lease, other than this Lease, made by
       Tenant for any other space in the Building shall be terminated or
       terminable after the making of this Lease because of any default by
       Tenant under such other lease, such default shall, ipso facto, constitute
       a default hereunder and empower Landlord, at Landlord's sole option, to
       terminate this Lease as herein provided in the event of default.

INVALIDITY OF PROVISION

              40. If any term, provision, covenant or condition of this Lease or
       the application thereof to any person or circumstance shall, to any
       extent, be invalid or unenforceable, the remainder of this Lease or the
       application of such term, provision, covenant or condition to persons or
       circumstances other than those as to which it is held invalid or
       unenforceable shall not be affected thereby and each term, provision,
       covenant or condition of this Lease shall be valid and be enforceable to
       the fullest extent permitted by law. This Lease shall be construed in
       accordance with the laws of the State of Florida.

TIME OF ESSENCE

              41. Time is of the essence of all the terms, provisions, covenants
       and conditions of this Lease.

MISCELLANEOUS

              42. The terms Landlord and Tenant as herein contained shall
       include singular and/or plural, masculine, feminine and/or neuter, heirs,
       successors, executors, administrators, personal representatives and/or
       assigns wherever the context so requires or admits. The terms,
       provisions, covenants and conditions of this Lease are expressed in the
       total language of this Lease Agreement and the section headings are
       solely for the convenience of the reader and are not intended to be all
       inclusive. Any exhibit or attachment or formally executed addendum to or
       modification of this Lease shall be expressly deemed incorporated by
       reference herein unless a contrary intention is clearly stated therein.

EFFECTIVE DATE

              43. Submission of this instrument for examination does not
       constitute an offer, right of first refusal, reservation of or option for
       the Premises or any other space or premises in, on or about the Building.
       This instrument becomes effective as a lease only upon execution and
       delivery by both Landlord and Tenant.

ENTIRE AGREEMENT

              44. This Lease contains the sole and entire agreement between the
       parties hereto and supersedes all previous written or oral negotiations
       or agreements between the parties with respect to the subject matter of
       this Lease, and it may be modified only by an agreement in writing signed
       by Landlord and Tenant. No surrender of the Premises, or of the remainder
       of the term of this Lease, shall be valid unless accepted by Landlord in
       writing. Tenant acknowledges and agrees that Tenant has not relied upon
       any statement, representation, prior written or contemporaneous oral
       promises, agreements or warranties except such as are expressed herein.
       All of the parties to this Lease have participated in its negotiations
       and preparation; accordingly, this Lease shall not be more strictly
       construed against any one of the parties.

BROKERAGE

              45. Tenant represents and warrants that it has dealt with no
       broker, agent or other person other than Landlord, Landlord's broker ACP
       Realty Services, LLC (which entity is related to Landlord) and Cushman & Wakefield of Florida, Inc. (C&W) in connection with this transaction and
       that no broker, agent or other person, other Landlord's broker ACP Realty
       Services, LLC or C&W brought about this transaction. Tenant agrees to
       indemnify and hold harmless Landlord from and against any claims by any
       other broker, agent or other person claiming a commission or other form
       of compensation by virtue of having dealt with Tenant with regard to this
       leasing transaction. In case Landlord shall be made a party to litigation
       by any other broker, agent or person claiming a commission or other form
       of compensation by virtue of having dealt with Tenant with regard to this
       leasing transaction, then Tenant shall protect and hold harmless and
       shall pay all costs, expenses and attorney's fees incurred or paid by
       Landlord in connection with such litigation and/or appeal. The provisions
       of this section shall survive the termination of this Lease.

                                      -15-


FORCE MAJEURE

              46. Landlord shall not be required to perform any term, condition,
       or covenant in this Lease so long as such performance is delayed or
       prevented by force majeure, which shall mean acts of God, labor disputes
       (whether lawful or not), material or labor shortages, restrictions by any
       governmental authority, civil riots, floods, and any other cause not
       reasonably within the control of Landlord and which by the exercise of
       due diligence Landlord is unable, wholly or in part, to prevent or
       overcome. Lack of money shall not be deemed force majeure.

STATUTORY RADON GAS NOTICE

              47. Radon Gas: Radon is a naturally occurring radioactive gas that
       when it has accumulated in a building in sufficient quantity, 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.

NO WAIVER

              48. No waiver by Landlord of any breach by Tenant of any term or
       condition of this Lease, and no failure by Landlord to exercise any right
       or remedy in respect of any such breach, shall constitute a waiver or
       relinquishment for the future, or bar any right or remedy of Landlord, in
       respect of any other breach of such term or condition or any breach of
       any other term or condition of this Lease. No payment by Tenant or
       receipt of payment by Landlord of an amount less than the full amount
       then due Landlord under this Lease shall be construed as anything other
       than a partial payment of such sum then due and owing. No endorsement or
       statement on any check or letter or any form of payment of accompanying
       document shall be deemed to be an accord or satisfaction or other form of
       settlement; Landlord may accept any such payment without prejudice to its
       rights to recover the balance of sums due and owing under this Lease or
       to pursue any other remedy permitted under this Lease.

SURVIVAL

              49. All obligations of Tenant which are or may be intended by
       their nature to be performed and/or complied with after the expiration or
       earlier termination of this Lease shall survive such expiration or
       termination. Express provisions in this Lease which require or permit
       survival in specific instances, or as to specific obligations, shall not
       be deemed a limitation upon the generality of this survival clause.

PROVISIONS SEVERABLE

              50. Every provision of this Lease shall be valid and be enforced
       to the fullest extent permitted by law. If any provision of this Lease,
       or the application of such provision to any person or circumstance, shall
       be determined by appropriate judicial authority to be illegal, invalid,
       or unenforceable to any extent, such provision shall, only to such
       extent, be deemed stricken from this Lease as if never included. The
       remainder of this Lease, and the application of such provision to persons
       or circumstances other than those as to which such provision is held
       illegal, invalid, or unenforceable, shall not be affected.

BINDING EFFECT

              51. The terms and conditions of this Lease shall bind the parties
       and their respective successors and assigns, and shall inure to the
       benefit of the parties and their respective permitted successors and
       assigns. Any waiver of rights by either party shall be deemed not only to
       be a waiver of such rights by such party but also a waiver of such rights
       for and on behalf of such party's successors and assigns. This Lease may
       be changed, amended, or modified only by an agreement in writing signed
       by the party against whom such change, amendment, or modification is
       sought to be enforced. If Tenant, with Landlord's consent, shall occupy
       the Premises prior to the beginning of the Term as specified above, all
       provisions of this Lease shall be in full force and effect connecting
       upon such occupancy, and rent for such period shall be paid by Tenant at
       the same rate herein specified. Tenant recognizes and acknowledges that
       the provisions of this paragraph are material inducements to Landlord to
       enter into this Lease.

EXISTING LEASE

              52. Upon lease commencement, Landlord shall terminate
       simultaneously Tenant's Lease Agreement at Corporate Square, 1500 NW 62nd
       Street, Suite 404, Fort Lauderdale, Florida.

                                      -16-


OPTION TO EXTEND

              53. Provided that Tenant is not in default, Tenant shall have the
       option to extend the Lease Term for one (1) additional term of five (5)
       years. Base Rent and Additional Rent terms during the extension option
       period shall be at the then current market terms and conditions, all as
       determined by Landlord. All other terms and conditions shall remain as
       stated in the Lease. Landlord agrees that it will negotiate in good faith
       regarding market terms and conditions. Prior to the expiration of Month
       75 of the Lease, Tenant shall provide Landlord written notice that it
       intends to enter discussions regarding the extension option. Within 30
       days of receipt of Tenant's notice, Landlord shall deliver a lease
       addendum specifying the Base Rent amount and Additional Rent estimates
       for the extension. Tenant shall have fifteen (15) days to execute the
       addendum from the date of receipt.

YEAR 2000

              54. Landlord shall be responsible, at its sole expense, to assure
       that all building management systems are Year 2000 compliant. Landlord
       shall be liable for all damages to Tenant and caused by Landlord's
       inability or failure to achieve Year 2000 compliance.

       IN WITNESS WHEREOF, the parties hereto, have signed, sealed and delivered
this Lease in quadruplicate at Broward County, Florida, on the date and year
first above written.

WITNESSES:                         LANDLORD: ACP OFFICE I LLC

/S/ CANDY CARLSON                         By: /S/ ILLEGIBLE                     
--------------------------                    -----------------------
Name: CANDY CARLSON                       Name:   ILLEGIBLE                     
--------------------------                    -----------------------

/S/ PAUL W. FLESH                         Its:  ILLEGIBLE                       
--------------------------                    -----------------------
Name: PAUL W. FLESH              



WITNESSES:                         TENANT: LEGAL CLUB OF AMERICA CORPORATION

/S/ MARCI A. RUBIN                        By: /S/ MATT J. COHEN                 
--------------------------                    -----------------------

Name: MARCI A. RUBIN                      Name: MATT COHEN                      
--------------------------                    -----------------------

/S/ PATTI RUTLEDGE                        Its:  CFO                             
--------------------------                    -----------------------

Name: PATTI RUTLEDGE             


EXHIBITS:
---------

Exhibit A - Floorplan
Exhibit B - Workletter
Exhibit C - Rules and Regulations
Exhibit D - Tenant Acceptance Letter

                                      -17-


                                   EXHIBIT "A"

Diagram of floor plan.

                                      -18-


                                   EXHIBIT "B"

Tenant accepts leased premises in "as is" condition, except as listed below:

1. Landlord shall install new 26 oz. loop pile carpet. 
2. Landlord shall repaint walls with two (2) coats of flat latex paint. 
3. Landlord shall install new building standard solid oak wood double-entry
   doors.

                                      -19-


                                   EXHIBIT "C"

                              RULES AND REGULATIONS

         The following Rules and Regulations, hereby accepted by Tenant, are
prescribed by Landlord to enable Landlord to provide, maintain, and operate, to
the best of Landlord's ability, orderly, clear and desirable premises, Building
and parking facilities for the Tenants therein at as economical a cost as
reasonably possible and in as efficient a manner as reasonably possible, to
assure security for the protection of Tenants so far as reasonably possible, and
to regulate conduct in and use of said Premises, Building and Parking facilities
in such manner as to minimize interference by others in the proper use of same
by Tenant.

1.     Tenant, its officers, agents, servants and employees shall not block or
       obstruct any of the entries, passages, doors, elevators, elevator doors,
       hallways or stairways of Building or garage, or place, empty or throw any
       rubbish, litter, trash or material of any nature into such areas, or
       permit such areas to be used at any time except for ingress or egress of
       Tenant, its officers, agents, servants, employees, patrons, licensees,
       customers, visitors or invitees.

2.     The movement of furniture, equipment, machines, merchandise or materials
       within, into or out of the Premises, Building or parking facilities shall
       be restricted to time, method and routing of movement as determined by
       Landlord upon request from Tenant and Tenant shall assume all liability
       and risk to property, Premises and Building in such movement. Tenant
       shall not move furniture, machines, equipment, merchandise or materials
       within, into or out of the Building. Premises or garage facilities
       without having first obtained a written permit from Landlord twenty-four
       (24) hours in advance. Safes, large files, electronic data processing
       equipment and other heavy equipment or machines shall be moved into
       Premises, Building or parking facilities only with Landlord's written
       consent and placed where directed by Landlord.

3.     No sign, door plaque, advertisement or notice shall be displayed, painted
       or affixed by Tenant, its officers, agents, servants, employees, patrons,
       licensees, customers, visitors, or invitees in or on any part of the
       outside or inside of the Building, garage facilities or Premises without
       prior written consent of Landlord and then only of such color, size,
       character, style and materials and in such places as shall be approved
       and designated by Landlord. Signs on doors and entrances to Premises
       shall be placed thereon by a contractor designated by Landlord and paid
       for by Tenant.

4.     Landlord will not be responsible for lost or stolen property, equipment,
       money or any article taken from Premises, Building or parking facilities
       regardless of how or when loss occurs, except in the case of gross
       negligence by Landlord and its agents.

5.     No additional locks shall be placed on any door or changes made to
       existing locks in Building without the prior written consent of Landlord.
       Landlord will furnish two keys to each lock on doors in the Premises and
       Landlord, upon request of Tenant, shall provide additional duplicate keys
       at Tenant's expense. Landlord may at all times keep a pass key to the
       Premises. All keys shall be returned to Landlord promptly upon
       termination of this Lease.

6.     Tenant, its officer, agents, servants or employees shall do no painting
       or decorating in the Premises, or mark, paint or cut into, drive nails or
       screw into or in any way deface any part of Premises or Building without
       the prior written consent of Landlord. If Tenant desires signal,
       communication, alarm or other utility or service connection installed or
       changed, such work shall be done at expense of Tenant, with the approval
       and under the direction of Landlord.

7.     Landlord reserve the right to: (i) close the Building at 6:00 P.M.,
       subject, however, to Tenant's right to admittance under regulations
       prescribed by Landlord, and to require the persons entering the Building
       to identify themselves and establish their right to enter or to leave the
       Building; (ii) close all parking areas between the hours of 9:00 P.M. and
       7:00 A.M. during week days; (iii) close all parking areas on weekends and
       holidays.

8.     Tenant, its officers, agents, servants and employees shall not permit the
       operation of any musical or sound producing instruments or device which
       may be heard outside Premises, Building or parking facilities, or which
       may emanate electrical waves which will impair radio or television
       broadcasting or reception from or in Building.

9.     Tenant, its officers, agents, servants and employees shall, before
       leaving Premises unattended, close and lock all doors and shut off all
       utilities; damage resulting from failure to do so shall be paid by
       Tenant. Each Tenant before the closing of the day and leaving the said
       Premises shall see that all blinds and/or draperies are pulled and drawn.

10.    All plate and other glass now in Premises or Building which is broken
       through cause attributable to Tenant, its officers, agents, servants,
       employees, patrons, licensees, customers, visitors or invitees shall be
       replaced by and at expense of Tenant under the direction of Landlord.

11.    Tenant shall give Landlord prompt notice of all accidents to or defects
       in air conditioning equipment,, plumbing, electric facilities or any part
       or appurtenance of Premises.

12.    The plumbing facilities shall not be used for any other purpose than that
       for which they are constructed, and no foreign substance of any kind
       shall be thrown therein, and the expense of any breakage, stoppage, or
       damage resulting from a violation of this provision shall be borne by
       Tenant, who shall, or whose officers, employees, agents, servants,
       patrons, customers, licensees, visitors or invitees shall have

                                      -20-


       caused it.

13.    All contractors and/or technicians performing work for Tenant within the
       Premises, Building or parking facilities shall be referred to Landlord
       for approval before performing such work. This shall apply to all work
       including, but not limited to, installation of telephones, telegraph
       equipment, electrical devices and attachments, and all installations
       affecting floors, walls, windows, doors, ceiling, equipment or any other
       physical feature of the Building, Premises or parking facilities. None of
       this work shall be done by Tenant without Landlord's prior written
       approval.

14.    No showcases or other articles shall be put in front of or affixed to any
       part of the exterior of the Building; nor placed in the halls, corridors
       or vestibules without the prior written consent of Landlord.

15.    Glass panel doors that reflect or admit light into the passageways or
       into any place in the Building shall not be covered or obstructed by the
       Tenant, and Tenant shall not permit, erect, and/or place drapes,
       furniture, fixtures, shelving, display cases or tables, lights or signs
       and advertising devices in front of or in proximity of interior and
       exterior windows, glass panels, or glass doors providing a view into the
       interior of the Premises unless same shall have first been approved in
       writing by Landlord.

16.    Canvassing, soliciting and peddling in the Building or parking facilities
       is prohibited and each Tenant shall cooperate to prevent the same. In
       this respect, Tenant shall promptly report such activities to the
       Building Manager's office.

17.    There shall not be used in any space, or in the public halls of the
       Building, either by any Tenant or by jobbers or others, in the delivery
       or receipt of merchandise, any hand trucks, except those equipped with
       rubber tires and side guards.

18.    The work of Landlord's janitors or cleaning personnel shall not be
       hindered by Tenant after 5:30 P.M. and such work may be done at any time
       when the offices are vacant. The windows, doors and fixtures may be
       cleaned at any time. Tenant shall provide adequate waste and rubbish
       receptacles, cabinets, bookcases, map cases, etc., necessary to prevent
       unreasonable hardship to Landlord in discharging its obligation regarding
       cleaning service. In this regard, Tenant shall also empty all glasses,
       cups and other containers holding any type of liquid whatsoever.

19.    In the event Tenant must dispose of crates, boxes, etc., which will not
       fit into office wastepaper baskets, it will be the responsibility of
       Tenant with Landlord's assistance to dispose of same. In no event shall
       Tenant set such items in the public hallways or other areas of Building
       or parking facilities, excepting Tenant's own Premises, for disposal.

20.    Tenants are cautioned in purchasing furniture and equipment that the size
       is limited to such as can be placed on the elevator and will pass through
       the doors of the Premises. Large pieces should be made in parts and set
       up in the Premises. Landlord reserves the right to refuse to allow to be
       placed in the Building any furniture or equipment of any description
       which does not comply with the above conditions.

21.    Tenant will be responsible for any damage to the Premises, including
       carpeting and flooring, as a result of rust or corrosion of file
       cabinets, roller chairs, metal objects or spills of any type of liquid.

22.    If the Premises demised to any Tenant become infested with vermin, such
       Tenant, at its sole cost and expense, shall cause its premises to be
       exterminated from time to time, to the satisfaction of Landlord, and
       shall employ such exterminators therefor as shall be approved by
       Landlord.

23.    Tenant shall not install any antenna or aerial wires, or radio or
       television equipment, or any other type of equipment, inside or outside
       of the Building, without Landlord's prior approval in writing, and upon
       such terms and conditions as may be specified by Landlord in each and
       every instance.

24.    Tenant shall not advertise the business, profession or activities of
       Tenant in any manner which violates the letter or spirit of any code of
       ethics adopted by any recognized association or organization pertaining
       thereto, or use the name of the Building for any purpose other than that
       of the business address of Tenant or use any letterheads, envelopes,
       circulars, notices, advertisements, containers or wrapping material
       without Landlord's express consent in writing.

25.    Tenant, its officers, agents, employees, servants, patrons, licensees,
       customers, invitees and visitors shall not solicit business in the
       Building's parking facilities or Common Areas, nor shall Tenant
       distribute any handbills or other advertising matter in automobiles
       parked in the Building's parking facilities.

26.    Tenant shall not conduct its business in such manner as to create any
       nuisance, or interfere with, annoy or disturb any other tenant in the
       Building, or Landlord in its operation of the Building or commit waste or
       suffer or permit waste to be committed in the Leases Premises, Building
       or parking facilities. In addition, Tenant shall not allow its officers,
       agents, employees, servants, patrons, customers, licensees and visitors
       to conduct themselves in such manner as to create any nuisance or
       interfere with, annoy or disturb any other tenant in the Building or
       Landlord in its operation of the Building or commit waste or suffer or
       permit waste to be committed in the Leases Premises, Building or parking
       facilities.

27.    Tenant, its officers, agents, servants and employees shall not install or
       operate any refrigerating, heating or air conditioning apparatus or carry
       on any mechanical operation or bring into Premises, Building or garage
       facilities any inflammable fluids or explosives without written
       permission of Landlord.

                                      -21-


28.    Tenant, its officers, agents, servants or employees shall not use
       Premises, Building or garage facilities for housing, lodging or sleeping
       purposes or for the cooking or preparation of food without the prior
       written consent of the Landlord.

29.    Tenant, its officers, agents, servants, employees, patrons, licensees,
       customers, visitors or invitees shall not bring into garage facilities,
       Building or Premises or keep on Premises any fish, fowl, reptile, insect,
       or animal or any bicycle or other vehicle without the prior written
       consent of Landlord, wheel chairs and baby carriages excepted.

30.    Neither Tenant nor any officer, agent, employee, servants, patron,
       customer, visitor, licensee or invitee of any Tenant shall go upon the
       roof of the Building without the written consent of the Landlord or the
       authorization of the Heliport administration.

31.    Tenant's employing laborers or others outside of the Building shall not
       have their employees paid in the Building, but shall arrange to pay their
       payrolls elsewhere.

                                      -22-


                                   EXHIBIT "D"

                            TENANT ACCEPTANCE LETTER

       This declaration is hereby attached to and made part of the lease dated
_____________ entered into by and between ACP Office I LLC as Landlord and LEGAL
CLUB OF AMERICA CORPORATION as Tenant.

       The undersigned, as Tenant, hereby confirms as of the ____day of
__________, 1999 the following:

       1.     Tenant has accepted possession of the Premises on ________, 1999
              and is currently able to occupy the same.

       2.     The Commencement Date as defined in the Lease is _________, 1999.

       3.     The obligation to commence the payment of rent commenced or will
              commence on ______________, 1999.

       4.     All alterations and improvements required to be performed by
              Landlord pursuant to the terms of the Lease to prepare the entire
              Premises for Tenant's initial occupancy have been satisfactorily
              completed, except for the following.

              N/A
              -----------------------------------------------------.

              -------------------------------------------------------------. 

       5.     As of the date hereof, Landlord has fulfilled all of its
              obligations under the Lease.

       6.     The Lease is in full force and effect and has not been modified,
              altered, or amended, except pursuant to any instruments described
              above.

       7.     There are no offsets or credits against Base Rent or Additional
              Rent, nor has any Base Rent or Additional Rent been prepaid except
              as provided pursuant to the terms of the Lease.

       8.     Tenant has no notice of any prior assignment, hypothecation, or
              pledge of the Lease or any rents due under the Lease.

                                           TENANT

WITNESSES:                                 LEGAL CLUB OF AMERICA CORPORATION

_________________________                  By: ___________________________

_________________________                  As: ___________________________

                                      -23-