LANDLORD: CANPRO INVESTMENTS LTD., a corporation organized under the laws of Canada and authorized to transact business in the State of Florida LANDLORD'S ADDRESS: 621 N.W. 53rd Street, Ste. 100, Boca Raton, Florida 33487 TENANT: National Auto Finance...

                                 REFERENCED DATA
                                 ---------------

                  Any reference in this lease to the following subjects shall
incorporate therein the data stated for the subject(s) in this Section:

DATE OF LEASE:                        ______________________________________

LANDLORD:                             CANPRO INVESTMENTS LTD., a corporation
                                      organized under the laws of Canada and
                                      authorized to transact business in the
                                      State of Florida LANDLORD'S ADDRESS: 000
                                      X.X. 00xx Xxxxxx, Xxx. 000, Xxxx Xxxxx,
                                      Xxxxxxx 00000 TENANT: National Auto
                                      Finance Company, L.P. 000 XX 00xx Xxxxxx,
                                      TENANT'S ADDRESS: Xxxxx 000, Xxxx Xxxxx,
                                      Xxxxxxx 00000

DEMISED PREMISES:                     Three Thousand Seven Hundred (3,700)
                                      rentable square feet on the Second (2nd)
                                      floor of the Building. For all purposes
                                      hereof the Building shall be deemed to
                                      contain Two Hundred Thirty Seven Thousand,
                                      Three Hundred Thirty One (237,331)
                                      rentable square feet, regardless of the
                                      actual number of square feet found to be
                                      in the Leased Premises.
LEASE TERM:
ESTIMATED DATE OF SUBSTANTIAL         Two (2)years four (4) months. 
COMPLETION:                           November 1, 1996

RENTAL COMMENCEMENT DATE:
EXPIRATION DATE OF LEASE              November 1, 1996
TERM:                                 February 28, 1999

MINIMUM ANNUAL RENT:                  Thirty Four Thousand Two Hundred Twenty
                                      Five Dollars ($34,225.00)

ANNUAL BASE INCREASE:                 5%

TENANT'S INITIAL SHARE OF
TAXES AND OPERATING EXPENSES
FOR THE BUILDING AND FOR              Twenty Seven Thousand Seven Hundred Fifty
OCCUPIED PREMISES:                    Dollars ($27,750.00)

TENANT'S PROPORTIONATE SHARE
OF THE BUILDING:                      1.559%

PERMITTED USES:                       General Office

SECURITY DEPOSIT:                     $5,474.46

GUARANTOR:                            Corporate







WITNESS:                                     LANDLORD:
                                             CANPRO INVESTMENTS LTD.,


                                             By:
                                                  Authorized Signatory

                                             TENANT:
                                             National Auto Finance Company, L.P.


                                             By:
                                                  Authorized Signatory





                                        2

                                  OFFICE LEASE


         THIS LEASE made and entered into as of the ________ day of
________________________________, 19_______ by and between CANPRO INVESTMENTS
LTD., a corporation organized under the laws of Canada and authorized to do
business in the State of Florida (hereinafter referred to as "Landlord") and
National Auto Finance Company L.P. (hereinafter referred to as "Tenant").

                              W I T N E S S E T H:

1.       Demised Premises.

         X. Xxxxxxxx is the Owner of a tract of land situated at 000 X.X. 00xx
Xxxxxx, Xxxx Xxxxx, Xxxxxxx, more particularly described in Exhibit "A" attached
hereto. Upon said tract is located a multistory building known as XXX XXXX XXXXX
OF BOCA (hereinafter referred to as the "Building"), a parking garage,
surrounding parking areas and driveways (collectively called the "Parking
Facilities") and curbs, sidewalks, fountains, parks and plazas. The tract, along
with the Building, Parking Facilities and all other Improvements presently or
hereafter located upon the tract, are hereinafter collectively referred to as
the "Property".

         B. Landlord, for the term and subject to the provisions and conditions
hereof, shall lease to Tenant, and Tenant shall accept from Landlord, certain
space more particularly described by the cross-hatched area on the floor plans
annexed hereto as Exhibit "B", which for all purposes hereof shall be deemed to
contain Three Thousand Seven Hundred (3,700) rentable square feet on the second
(2nd) floor of the Building, (the "Demised Premises"), together with a license
for the duration of the term of the Lease to use the parking spaces (the
"Parking Spaces") described in the Parking Space Schedule attached hereto as
Exhibit "C", at the rates set forth therein, for parking of automobiles of
Tenant and Xxxxxx's invitees and employees and for no other purpose.

         C. The Demised Premises shall be used for general office purposes and
for no other purposes.

         D. The use and occupation by Tenant of the Demised Premises shall
include the non-exclusive use, in common with others entitled thereto, of the
common areas, employees' parking areas, service roads, loading facilities,
sidewalks and customer car parking areas as such common areas now exist or as
such common areas may hereafter be constructed, and other facilities as may be
designated from time to time by Landlord, subject however to the terms and
conditions of this agreement and to the rules and regulation for -the use
thereof as prescribed from time to time by Landlord.

2.       Term.

         A. The term of this Lease shall commence on the date hereof and end at
12:00 Midnight on the last day of the month of February 1999, unless sooner
terminated as herein provided.

         OPTIONS

         RENEWAL OPTION. Provided the Tenant is not in default of the Terms and
Obligations of this lease, Tenant shall have one (1) two (2) year option to
renew the lease on the same terms and conditions as the existing lease save for
the minimum rent which shall increase in accordance with paragraph 4. D. Leased
premises shall be renewed on an "As Is" basis in that Landlord shall not do or
perform any of Landlord's Work in, on or for the Leased Premises. There shall be
not further option to renew.




                                        3


3.       Continuation of Leasehold Improvements.

         X. Xxxxxx shall take possession of the Demised Premises in its present
condition, "as-is," it being agreed that Landlord shall have no obligation to
improve the Demised Premises and that Tenant, upon taking possession of the
Demised Premises, shall have accepted the condition thereof.

         B. Landlord shall provide Tenant with an improvement allowance (the
"Improvement Allowance"), which shall be applied to the cost of completing the
Leasehold Improvements, in an amount equal to the lesser of (a) the actual cost
to Landlord of completing the construction of the Leasehold Improvements in
accordance with the Plans and Specifications or (b) $2.17 dollars per square
foot of actual occupiable space (as opposed to rentable space which includes the
common area factor referred to herein) constructed by Landlord as measured by
Landlord's Architect to the inside of all outside glass walls enclosing the
Demised Premises and to the midpoint or all demising walls separating the
Demised Premises from areas occupied by other tenants in the Building or areas
designated as common areas for use by all tenants. For the purpose of this
calculation, the portion of the common areas attributed to Tenant and included
in the number of rentable square feet set forth in the Reference Data shall not
be included. The Improvement Allowance shall only be applied to the cost of
Architectural drawings, permits, materials, labor and other items included in
the Leasehold Improvements to be constructed by Landlord hereunder. The above
mentioned rate of $2.17 per usable square foot. Tenant shall be solely
responsible for all improvement costs in excess of $7,000.00.

         X. Xxxxxx shall be responsible for performing, at Xxxxxx's sole
expense, any work in addition to the Leasehold Improvements to be constructed by
Landlord as set forth above. If Tenant desires to perform any additional
Improvements beyond the Leasehold Improvements to be constructed by Landlord,
Tenant shall cause Plans and Specifications for such additional work to be
prepared and submit the same to Landlord for Landlord's approval. Any such
approved additional work, shall be performed by responsible contractors and
subcontractors approved by Landlord. All such contractors and subcontractors
shall furnish in advance and maintain in effect workmen's compensation insurance
in accordance with statutory requirements and comprehensive public liability
insurance (naming Landlord and Landlord's manager and mortgagee as additional
insureds) with limits satisfactory to Landlord and each shall, prior to
commencement of any work, comply with the Mechanic's Lien Law or the State of
Florida. All work shall be performed in such manner and at such time so an to
avoid interference with any work being done by Landlord or its contractors and
subcontractors at the Property generally. Landlord shall, however, endeavor to
allow Tenant access for such work prior to the Rental Commencement Date. Tenant
and its contractors and subcontractors shall be solely responsible for the
transportation, safekeeping and storage of materials and equipment used in the
performance of its work, for the removal of waste and debris resulting therefrom
and for any damage caused by them to any installations or work initials
performed by Landlord or its contractors and subcontractors. Tenant's
contractors and subcontractors shall be subject to the general administrative
supervision of Landlord for scheduling purposes, but Landlord shall not be
responsible for any aspect of the work performed by Xxxxxx's contractors or
subcontractors. All work shall be performed in a good and workmanlike manner, in
accordance with applicable building codes and other governmental requirements,
and shall be diligently prosecuted to completion. No work shall adversely affect
the structural integrity of the building or the Demised. Premises, now shall
such work diminish the value of the Building or the Demised Premises. Upon the
completion of Xxxxxx's work, Xxxxxx shall deliver to Landlord and/or comply with
the following: (1) Xxxxxx's affidavit stating that Xxxxxx's work ham been
completed; (2) an Affidavit of all contractors and all laborers and material
suppliers stating that they have all been paid in full and that all liens
therefor have been filed have been discharged of record air (3) a complete
release and waiver of lien with respect to the Demised Premises, executed by
said contractor or contractors supplying labor and/or materials for Tenant's
work; and (4) all certificates and approvals with respect to Tenant's work that
may be required by any governmental authorities as a condition fair, the
issuance of a Certificate of Occupancy for the Demised Premises. Landlord or
Landlord's



                                        4


representative shall, during the course of construction and after completion of
construction of the Demised Premises, have the right to inspect the Demised
Premises to verify construction and completion in accordance with the approved
Plans and Specifications. It is agreed that Xxxxxx assumes the entire
responsibility and liability for any and all injuries or death of any and all
persons, including Xxxxxx's contractor or subcontractors, and their respective
employees, and for any and all damages to property caused by, or resulting from
or arising out of, any act or omission on the part of the Tenant, Xxxxxx's
contractor or subcontractors, or, their respective employees, in the prosecution
of the Tenant's work, and with respect to such work, Xxxxxx agrees to indemnify
and save harmless Landlord from and against any losses and/or expenses including
reasonable legal fees and expenses, which it may suffer or pay as a result of
claims or lawsuits due to, because of, or arising out of any and all such
injuries or death and/or damage, whether real or alleged and Tenant and Xxxxxx's
contractor and/or subcontractors shall assume and defend at their own expense
all such claims or lawsuits. Xxxxxx agrees to insure this assumed liability in
Its comprehensive general liability policy and the Certificate of insurance or
copy of the policy that the Tenant will present to Landlord prior to
commencement of Tenant's work shall so indicate such contractual coverage. If
Tenant requests Xxxxxxxx to perform any work In addition to the Leasehold
Improvements, Tenant shall deposit an amount equal to Landlord's reasonable
estimate of the cost of such work with Landlord prior to commencement of such
work, which amount shall include an overhead and supervision charge equal to 20%
of the estimated cost or the additional work. If the cost of the additional work
plus the twenty percent (20*) overhead and supervision charge exceeds or is less
than the estimate of Landlord, Tenant shall pay such excess or Landlord shall
refund such overage as the case may be.

         D. NotwithstandIng anything to the contrary contained herein, Landlord
reserves the absolute right to relocate the Demised Premises and the Common
Areas from the locations shown on Exhibit "B", it being agreed by Landlord and
Tenant that the purpose of Exhibit "B" is to show the approximate location of
the Demised Premises, provided that the new locations of the Demised Premises
and Common Areas shall be similar in dimension. If Landlord gives Tenant notice
that Landlord is relocating the Demised Premises after Tenant has commenced or
completed any partitioning or other improvements to the Demised Premises, than
in such event, Landlord shall provide Tenant with partitions and other
improvements of equal quality and quantity in the relocated Demised Premises.
The relocation of the Demised Premises hereunder shall not affect any other
provision of this Lease.

4.       Minimum Annual Rental.

         A. Until adjusted pursuant to Paragraph 4D hereof, Tenant shall pay as
minimum rent for the Demised Premises the sum of Thirty-Four Thousand Two
Hundred Twenty-Five and No/100 Dollars ($34,225.00) annually which is Nine
Dollars and 25/100 ($9.25) per square foot of rentable area (the "Minimum Annual
Rental"). Such Minimum Annual Rental (as may be adjusted annually pursuant to
Paragraph 4D hereof) shall be payable during the term hereof, in advance, in
equal monthly installments, together with all sales, use or other taxes based
thereon (including, but not limited to the tax imposed by Florida Statutes
212.03), and any other state, federal or other governmental or
quasi-governmental tax, service tax, license fee or other imposition levied on
the Rents received by Landlord, all of which shall collectively be referred to
hereafter as "Sales Tax". The first installment of Minimum Annual Rental shall
be payable on the Rental Commencement Date and payment of Minimum Annual Rental
shall continue to be payable on the first (1st) day of each successive month
thereafter. Until otherwise adjusted pursuant to Paragraph 4D hereof, the
monthly installments shall be Two Thousand Eight Hundred Fifty-Two and 08/100
Dollars ($2,852.08) provided Tenant is not in default hereunder.

         B. Concurrently with each monthly installment of Minimum Annual Rent,
Tenant shall pay Tenant's Proportionate Share of Taxes and Operating Expenses of
the Building and Tenant's Proportionate Share of the occupied premises in the
Building (the numerator of which is the rentable square foot area of the
Tenant's



                                        5


premises and the denominator shall be the weighted average of occupied premises
in the Building during the year in question), the amount due from Tenant for its
use of the Parking Spaces as provided in Schedule "C" hereof together with Sales
Tax on all of the above and all other sums which are due to Landlord under the
terms of this Tease (all such sums being hereinafter collectively referred to as
"Additional Rent"). The Minimum Annual Rental and Additional Rent are
hereinafter sometimes collectively referred to as "Rent."

         C. If the Rental Commencement Date occurs on a day other than the first
(1st) day of the month, Rent from the Rental Commencement Date until the first
(1st) day of the following month shall be prorated (calculated on the basis of a
thirty (30) day month) and shall be payable in advance of the Rental
Commencement Date (and, in such event, the installment of Rent paid at execution
hereof shall be applied to the Rent due for the first (1st) full calendar month
of the term hereof).

         D. The Minimum Annual Rental shall be adjusted annually on the first
anniversary of the Rental Commencement Date if the Rental Commencement Date is
the first day of a month (otherwise, it shall be adjusted annually on the first
day of the month next following the Rental Commencement Date) and on each
subsequent anniversary of such first day of the month (an "Adjustment Date") by
multiplying the Minimum Annual Rental for the immediately preceding twelve (12)
month period by 1.05. The product of such multiplication shall be the Minimum
Annual Rental for the next twelve (12) month period of the term of the Lease.

                  (1) The Minimum Annual Rental established on each Adjustment
Date shall continue in effect until again revised in accordance with the terms
and conditions of this Paragraph 4D. In no event shall the Minimum Annual Rental
established pursuant to this Paragraph 4D be less than the Minimum Annual Rental
for the Lease Year immediately preceding any applicable Adjustment Date.

                  (2)      Lease Year, is defined as follows;

                           (a)      "Lease Year" shall mean the period of twelve
full calendar months commencing on the Rental Commencement Date if the Rental
Commencement Date is the first day of the month (otherwise, the period of twelve
full calendar months commencing on the first day of the month next following the
Rental Commencement Date) and each consecutive twelve month period thereafter.

         E. Adjustments to the Minimum Annual Rental under Paragraph 4D hereof
shall be effective as of each applicable Adjustment Date. Tenant shall pay the
Minimum Annual Rental so adjusted for each Lease Year in twelve (12) equal
monthly installments upon receipt of a written statement from Landlord
("Landlord's Statement of Minimum Annual Rental") setting forth (i) the new
Minimum Annual Rental for the Lease Year following the applicable Adjustment
Data and (ii) the difference, if any, between the Minimum Annual Rental paid by
Tenant on and after the applicable Adjustment Date and the amount of Minimum
Annual Rental actually due from Tenant on and after any applicable Adjustment
Date because of adjustments made in accordance with Paragraph 3D hereof. Tenant
shall, immediately with the next installment of rent due after receipt of
Landlord's Statement of Minimum Annual Rental, begin to pay the new Minimum
Annual Rental. Within ten (10) days after the receipt of such Landlord's
Statement of Minimum Annual Rental, Tenant shall pay the full amount of any
deficiency in the amounts of the monthly installments or Minimum Annual Rental
theretofore made between the Adjustment Date and the date of receipt of
Landlord's Statement of Minimum Annual Rental as set forth in subparagraph (ii)
of this paragraph. Tenant, shall not be in default under the terms of this Lease
for failure to pay the full amount of Minimum Annual Rental, as newly adjusted
under Paragraph 4D hereof, until Tenant has received Landlord's Statement of
Minimum Annual Rental and has theretofore failed to pay the installments of
Minimum Annual Rental or any deficiency due as set forth under this Paragraph
4E. Nothing contained herein



                                        6


shall relieve Tenant of the responsibility to pay Minimum Annual Rental at the
prior Lease Year's rate until such time as it has received Landlord's statement
of the new Minimum Annual Rental.

         F. Landlord shall arrange for the Demised Premises to be separately
metered so that Florida Power and Light shall provide electricity directly to
the Demised Premises. Tenant agrees to pay to Florida Power and Light (or other
utility company serving the Demised Premises) all charges for electricity
consumed with respect to the Demised Premises as measured by the aforesaid
electric meter for the Demised Premises. Notwithstanding the foregoing, Landlord
may, at Landlord's sole option, and upon notice to Tenant, elect to measure
usage of electricity by Tenant in the Demised Premises by connection to a single
meter commonly shared with some or all of the other tenants in the Building, so
that Florida Power and Light shall provide electricity directly to all spaces
commonly metered. In the event Landlord should elect to so commonly meter the
Building or any portion thereof, Landlord shall pay directly to Florida Power
and Light all charges for electricity so metered and Tenant shall pay, in
addition to Tenant's Proportionate Share of Taxes and Operating Expenses, such
share of the electricity bill so metered which shall be in proportion to a
fraction, the numerator of which shall be the total rentable square footage of
the Demised Premises and the denominator of which shall be the total rentable
square footage of all tenants connected to the common meter, or such share as
may be determined in any other manner Landlord deems appropriate. Tenant
acknowledges that the cost of electricity for the Common Areas is included as an
Operating Expense of the Building separate from the charges for electricity to
the Demised Premises.

         G. All sums payable by Tenant under this Lease, whether or not stated
to be Minimum Annual Rental or Additional Rent, shall be collectible by Landlord
as Rent, and in the event of a default in payment thereof, Landlord shall have
the same rights and remedies as for a failure to pay Minimum Annual Rental
(without prejudice to any other right or remedy available thereof) .

         H. If Landlord, at any time or times, shall accept said Rent or any
other sum due to it hereunder after same shall become due and payable, such
acceptance shall not excuse delay upon subsequent occasions, or constitute, or
be construed as, a waiver or any of Landlord's rights hereunder.

         I. All Rent and other sums due to Landlord hereunder shall be payable
without demand, deduction, set-off, or counterclaim at the office address of
Landlord first above given or at such other address as Landlord may designate,
from time to time, by written notice to Xxxxxx.

5.       Taxes and Operating Expenses.

         A.       As used in this Paragraph 5, the following terms shall be 
defined as hereinafter set forth:

                  (1) "Taxes" shall mean all real estate taxes and assessments,
transit taxes, and any other federal, state, city, county or other local
governmental charges or charges by any school, drainage or other special
improvement district (but not including income taxes or any other taxes imposed
upon or measured by Landlord's income or profits, unless the same shall be
imposed in lieu of real estate taxes or limited solely to income from real
property), general or special, ordinary or extraordinary, foreseen or
unforeseen, which may now or hereafter be levied, assessed or imposed upon the
Property or with respect to the ownership thereof. Taxes shall also include any
personal property taxes imposed upon the furniture, fixture, machinery,
equipment, apparatus, systems and appurtenances used in connection with the
Property for the operation thereof. If, due to a future change in the method of
taxation, any franchise, income, profit ow other tax, however designated, shall
be levied, assessed or imposed in substitution, in whole or in part, for (or in
lieu of) any tax which would otherwise be included within the definition of
Taxes, such other tax shall be deemed to be included within the definition of
Taxes as defined herein. Taxes shall also include all of Landlord's expenses,
including, but not limited to, attorney's fees



                                        7


incurred by Landlord in any effort to minimize taxes; provided, however, that
Landlord shall have no obligation to undertake any contest, appeal or other
procedure to minimize taxes.

                  (2) Subject to adjustment as herein before provided, "Tenant's
Proportionate Share" for all purposes of this Lease shall be deemed to be 1.559
percent (1.559%).

                  (3) "Tenant's Initial Share" shall mean Tenant's initial share
of Taxes and Operating Expenses which is estimated by Landlord to be
Twenty-Seven Thousand Seven Hundred Fifty and No/100 Dollars ($7,750.00) for the
first calendar year.

                  (4) (a) "Operating Expenses" shall mean all expenses incurred
by Landlord in the operation, repair, maintenance, protection, inspection and
management of all or any portion of the Property and shall include, without
limitation:

                                          (i) operation, replacement,
         maintenance, inspection, protection and management of the systems and
         components of the Building or any portion thereof;

                                         (ii) wages, salaries, fees and other
         compensation (and taxes imposed upon employers in connection therewith)
         and fringe benefits paid to persons employed by Landlord or Landlord's
         managing agent, including but not limited to social security taxes,
         unemployment insurance taxes, cost for providing coverage for
         disability benefits, cost of any pensions, hospitalization, welfare or
         retirement plans, or any other similar or like expenses incurred under
         the provisions of any collective bargaining agreement, or any other
         cost or expense which Landlord pays or incurs to provide benefits for
         employees so engaged in the operation, maintenance, protection and
         repair of the Property, excluding any overtime wages or salaries paid
         for providing extra services to specific tenants which is directly
         chargeable to and paid by such tenants;

                                        (iii) contract costs of independent
         contractors hired for the operation, maintenance, inspection,
         protection or repair of the Property or any portion thereof, including
         but not limited to, service, materials and supplies included in such
         contract costs;

                                         (iv) costs of electricity, steam, 
         water, sewer, and all other utilities consumed in the operation,
         repair, maintenance, inspection management of the Property (excluding
         utilities consumed within space occupied by tenants, which are metered
         to and paid directly by tenants);

                                          (v) cost of all insurance carried by
         Landlord for the Property, including, but not limited to, all risk or
         fire and extended coverage (including windstorm and flood coverage),
         elevator, boiler, sprinkler leakage, water damage, public liability and
         property damage, plate glass, rent protection, and workmen's
         compensation, but excluding any charge for increased premiums due to
         acts or omissions of any tenants of the Property because of extra risks
         which are reimbursed to Landlord by such other tenants;

                                         (vi) alterations, additions or
         improvements to the non-rentable portions of the Property (hereinafter,
         the "Common Areas") which benefit all tenants thereof, or which are
         made to decrease the Operating Expenses of the Property;

                                        (vii) all materials, supplies, tools 
         and equipment purchased or rented to maintain and keep the Property in
         good condition and repair;



                                        8


                                       (viii) legal, accounting and other
         professional expenses incurred in connection with the Operation,
         maintenance, repair, protection and management of the Property;

                                         (ix) reasonable reserves for the
         operation, maintenance, repair, protection and management of the
         Property;

                                          (x) janitorial service for the 
         Building and Parking Facilities, including, but not limited to, cost of
         window cleaning, uniforms, supplies and sundries;

                                         (xi) cleaning costs for the Property
         including the facade, windows, and sidewalks and trash removal and the
         cost of all labor, supplies, equipment and materials incidental to such
         cleaning;

                                        (xii) management fees of the managing
         agent for the Property, if any, and if there is no managing agent, or
         if the managing agent is affiliated with Landlord, management fees
         shall be an amount customarily charged for the management of a
         first-class office building by an independent managing agent in the
         County of Palm Beach, Florida;

                                       (xiii) the cost of repainting,
         redecorating, or refurbishing any part of the Property, including the
         cost of displays, plantings or decorations for the lobby, balconies and
         other public portions of the Property; and

                                        (xiv) the amortized portion of the cost
         of any capital improvements or alterations made to the Property which
         is either required by law (or governmental regulation), required by any
         insurance company issuing insurance carried by Landlord or intended by
         Landlord to reduce Operating Expenses (including but not limited to
         energy costs), it being understood that such amortization shall be in
         accordance with generally accepted accounting principles and shall
         include interest at the rate incurred by Landlord in connection with
         the installation of the capital improvement or alteration;

                                         (xv) any and all sums for landscaping,
         ground maintenance, sanitation control, cleaning, lighting, Parking
         Facilities and driveway maintenance, line striping and resurfacing,
         equipment and fixture replacement, fire protection, and security;

                                        (xvi) depreciation of hand tools and
         other moveable equipment used in the repair, maintenance or operation
         of the Property; and

                                       (xvii) all other expenses whether or not
         hereinabove mentioned, which in accordance with generally accepted
         accounting and management principles, would be considered as an expense
         for the repair, maintenance, protection and operation of the Property
         by virtue of the ownership thereof.


                           (b)      The term "Operating Expenses" shall not 
include: (1) the cost of painting, decorating, or installing fixtures of
equipment in space for the purposes of preparing the space for occupancy by a
tenant; (2) wages, salaries or fees paid to executive personnel of Landlord; (3)
the cost of any repair or replacement item which, by standard accounting
practice, should be capitalized, except as described above; (4) any charge for
depreciation, interest or rents paid or incurred by Landlord, except an
described above; (5) any



                                        9


charge for Landlord's income tax, excess profit taxes, franchise taxes or
similar taxes on Landlord's business; or (6) leasing commissions.

         B. For and with respect to each calendar year during the term of this
Lease after the Rental Commencement Date (and any renewals or extensions
thereof), Tenant shall pay to Landlord, as Additional Rant, an amount equal to
Tenant's Proportionate Share of the Taxes and Operating Expenses for such
calendar year, appropriately prorated on a per diem basis for any partial
calendar year included within the beginning and end of the term. Tenant's
Proportionate Share of Taxes and Operating Expense shall be computed by
multiplying the total amount of Taxes and Operating Expenses by Xxxxxx's
Proportionate Share. Tenant's Initial Share of Taxes and Operating Expenses
shall be as set forth in Paragraph 5A(3). Tenant's Proportionate Share of such
Taxes and Operating Expenses shall include a building management fee calculated
at 15% of the operating expense to be paid in accordance with the following
procedures:

                  (1)      Landlord shall furnish to Tenant on or before April 
30 of each calendar year of the term hereof:

                           (a)      A written statement (the "Estimate 
Statement") of Landlord's good faith estimate of Taxes and Operating Expenses
and Tenant's Proportionate Share of same (the "Estimated Share"), for the
current calendar year, Landlord may, at any time, change Xxxxxx's Estimated
Share by sending Tenant a revised Estimate Statement if, in Landlord's
reasonable opinion, Landlord determines that Tenant's Proportionate Share of
Taxes and Operating Expenses for any calendar year will exceed those set forth
in the most recent Estimate Statement.

                           (b)      A written statement (the "Expense 
Statement") setting forth: (i) Taxes and Operating Expenses for the calendar
year immediately prior to (the "Prior Year") the calendar Year in which any
Expense Statement is issued; (ii) Tenant's Proportionate Share of the Taxes and
Operating Expenses for the Prior Year; (iii) the amount, if any, due from Tenant
for any deficiency between Tenant's Proportionate Share of Taxes and Operating
Expenses for the Prior Year and the actual amounts paid by Tenant as its
Estimated Share during such Prior Year, and (iv) the amount due from Tenant for
any deficiency in the payments of Tenant's Estimated Share for the current
calendar year resulting from any adjustment of Tenant's Estimated Share for the
current calendar year.

                  (2) Tenant's Proportionate Share of Taxes and Operating
Expenses shall be paid monthly as Additional Rent together with payments of
Minimum Annual Rental as follows:

                           (a)      The amount of any deficiency due from 
Tenant as shown on the Expense Statement shall be paid by Tenant within twenty
(20) days from the date of issuance of such Expense Statement described above.
If any Expense Statement reflects an excess paid by Tenant during such period
(the "Tax and Operating Expense Credit"), said Tax Operating Expense Credit
shall be credited against Xxxxxx's Estimated Share falling due after the date of
the applicable Expense Statement until such credit is depleted.

                           (b)      On the first day of the first full month 
after the Rental Commencement Date, Tenant shall pay Landlord one-twelfth of the
amount of Tenant's Initial Share of Taxes and Operating Expenses set forth in
the Reference Data at the beginning of this Lease, together with the pro rata
portion of Tenant's Initial Share determined on a per diem basis with respect to
a thirty day month for any period of time elapsed between the Rental
Commencement Date and the first day of the first full month after the Rental
Commencement Date.

                                       10


                           (c) On the first day of each subsequent month during
the first calendar year of the term of this Lease, and continuing thereafter
until issuance of any Estimate Statement in which Xxxxxx's Estimated Share
exceeds Xxxxxx's Initial Share of Taxes and Operating Expenses, Tenant shall pay
Landlord one-twelfth of Tenant's Initial Share of Taxes and Operating Expenses
set forth in the Reference Data at the beginning of this Lease.

                           (d) On the first (1st) day of the month after receipt
of an Estimate Statement increasing Tenant's Estimated Share above Tenant's
Initial Share and on the first day of each succeeding month thereafter until
Tenant shall receive a revised Estimate Statement, Tenant shall pay to Landlord,
on account of its share of Taxes and Operating Expense, one-twelfth (1/12) of
the then current Estimated Share.

6. Security. As additional security for the full and prompt performance by
Tenant of the terms and covenants of this Lease, Tenant shall deliver to
Landlord concurrently upon execution of this Lease the amount of Five Thousand
Four Hundred Seventy-Four and 46/100 Dollars ($5,474.46) (the "Security
Deposit"), none of which Security Deposit shall constitute rent for any month
unless so applied by Landlord to compensate Landlord for all loss, cost, expense
or damage suffered by Landlord due to default or failure of Tenant hereunder.
Tenant shall, upon demand, restore any portion of said Security Deposit so
applied by Landlord on account or any default or failure by Tenant hereunder and
Xxxxxx's failure to do so shall constitute a default hereunder. To the extent
that Xxxxxxxx has not applied said sum on account of a default, the Security
Deposit shall be returned (without interest) to Tenant promptly after
termination of this Lease. Landlord may, in its absolute discretion, commingle
the Security Deposit with other funds of Landlord. In the event Landlord
delivers the Security Deposit to a purchaser or other successor to Xxxxxxxx's
interest in the Property, Landlord shall be discharged of any further liability
with respect to the Security Deposit.

7. Tenant's Covenants. Tenant agrees, on behalf of itself, its employees and
agents, that it shall:

         A. Comply at all times with any and all federal, state, and local
statutes, regulations, ordinances and other requirements or any applicable
public authorities relating to its use and occupancy of the Demised Premises.

         B. Give Landlord access to the Demised Premises at all reasonable
times, without charge or diminution of rent, to enable Landlord: (1) to examine
the same and to make such repairs, additions and alterations as Landlord may be
permitted ta make hereunder or as Landlord may deem advisable to the Demised
Premises or any other portion of the Property or any part thereof; and (2) upon
reasonable notice, to show the Demised Premises to any prospective mortgagees
and purchasers, and, during the six (6) months prior to expiration of the term,
to prospective tenants.

         C. Maintain and repair, at its cost and expense, the Demised Premises,
including the plumbing, electrical, HVAC and other systems within the Demised
Premises, with the exception of such items which are Landlord's responsibility,
as required to keep the Demised Premises in good working order and condition,
Tenant shall commit no waste in or upon the Demised Premises.

         D. Upon the termination of this Lease for any reason whatsoever, remove
Xxxxxx's goods and effect and those of any other person claiming under Tenant,
and quit and deliver up the Demised Premises to Landlord peaceably and quietly
in as good order and condition as at the inception of the term or this Lease or
as the same hereafter may be improved by Landlord or Tenant, reasonable use and
wear thereof, damage from fire and other insured casualty and repairs which are
Landlord's obligation excepted. Goods and effects not removed by Tenant at the
termination of this Lease, however terminated, shall be considered abandoned and
Landlord may dispose of and/or store the same as it deems expedient, the cost
thereof to be charged to Tenant.



                                       11


         E. Not place signs on the Demised Premises except in accordance with
sign criteria approved by Landlord. All signs shall be purchased and erected at
Tenant's expense. Identification of Tenant and Xxxxxx's location shall be
provided by Landlord at Tenant's expense in a directory in the Building Lobby.

         F. Not overload, damage or deface the Demised Premises or do any act
which might make void or voidable any insurance on the Demised Premises of the
Building and/or the Property or which may render an increased or extra premium
payable for insurance (and without prejudice to any right or remedy of Landlord
regarding this subparagraph, Landlord shall have the right to collect from
Tenant, upon demand, any such increased or extra premium).

         G. Not make any alteration of or addition to the Demised Premises
without the prior written approval of Landlord and in accordance with the
provisions or Paragraph 3E of this Lease. All such alterations and additions, as
well as all fixtures, equipment, improvements and appurtenances installed in the
Demised Premises (but excluding Tenant's trade fixtures) shall, upon
installation, become and remain the property of Landlord and shall be maintained
by Tenant during the term hereof and any renewals and extensions thereof, in the
same good order and repair in which the Demised Premises are required to be
maintained. Tenant shall, at the expiration or the term hereof, remove Xxxxxx's
trade fixtures and other personal property which can be removed without damage
to the Demised Premises and shall likewise remove such other items as Landlord
shall designate for removal by Tenant upon expiration of the term hereof (and in
such case Tenant shall be obligated to restore any damage caused thereby). The
construction of any such alterations and additions shall be performed at
Tenant's expense by Landlord or Tenant, as Landlord shall elect, subject to the
requirements specified in Paragraph 3 of this Lease. All alterations and
additions to the Demised Premises shall be performed in accordance with plans
and specifications therefore submitted to and approved by Landlord, in a good
and workmanlike manner and in conformity with all building codes, laws,
regulations, rules, ordinances and other requirements of all governmental or
quasi-governmental authorities having jurisdiction.

         H. Not install or authorize the installation of any coin operated
vending machines.

         I. Not bring any flammable, explosive or dangerous material or article
onto the Property.

         J. Not violate Landlord's regulation that only persons approved from
time to time by Landlord may prepare, solicit orders for, sell, serve or
distribute foods or beverages in the Building, or use the elevators, corridors
or common areas for any such purpose. Except with Landlord's prior written
consent and in accordance with arrangements approved by Landlord, Tenant shall
not permit on the Demised Premises the use of equipment for dispensing food or
beverages or for the preparation, solicitation of orders for sale, serving or
distribution of food or beverages.

         K. Not bring safes, heavy files, or other heavy equipment into the
Property unless the weight, location and handling of same is approved by
Landlord. Regardless of said approval, Tenant shall indemnify, defend and save
Landlord harmless from any and all expenses and other damages, including
attorney's fees, and costs, resulting from the use or installation by Tenant of
such heavy equipment.

         L. Not use, create, store, or permit any toxic or hazardous material
anywhere on the Property, Tenant shall not dispose of any toxic or other
hazardous waste through the plumbing system or drainage system of the Building
or the Property, and Tenant shall not violate any requirement of the Florida
Department of Environmental Regulation or the Florida Department of Health, or
any other governmental agency, with respect to waste disposal, Tenant shall
indemnify, defend and hold Landlord harmless from any and all expenses and other
damages, including attorney's fees and costs incurred by Xxxxxxxx, as a result
of improper storage or handling of



                                       12


any hazardous materials or waste or any improper waste disposal by Tenant, which
indemnification shall survive the expiration or earlier termination of this
Lease.

         M. Immediately and at its expense, Tenant shall repair and restore any
and all damages caused to the Demised Premises or the Property due to Tenant's
improvements, installations, alterations, additions or other work conducted by
Tenant within the Demised Premises, and Tenant shall restore the Property to the
condition existing prior to improvement, installations, alterations, additions
or other work conducted by Tenant within the Demised Premises.

         N. Comply with the rules and regulations as initially set forth on
Exhibit "E," which is attached hereto and incorporated herein, and comply with
such other rules and regulations as Landlord may establish, and from time to
time amend, for the general safety, comfort and convenience of Landlord,
occupants and tenants of the Building.

         O. Unless Landlord elects to commonly meter the Demised Premises in
accordance with Paragraph 4F of this Lease, Tenant shall pay directly to the
entity providing same, the costs of all utilities consumed within the Demised
Premises, and all other sums assessed against Tenant or the Demised Premises by
any governmental or quasi-governmental entity in connection with Tenant's use or
occupancy of the Demised Premises.

         P. Not install or operate in the Demised Premises any electrically
operated equipment or other machinery, including computers, unless requiring not
more than three-phase, four-wire 227/480 volt electrical service and normally
used in modern offices, or any plumbing fixtures, without first obtaining the
prior written consent of Landlord. In the event that Landlord determines, in its
sole and absolute discretion, that Xxxxxx's electrical consumption within the
Premises is greater than the normal usage of other tenants within the Building,
Landlord reserves the right to charge Tenant for much additional consumption, or
cause Tenant to separately meter electrical service to the Premises at Tenant's
sole cost and expense. Tenant shall not install any equipment of any kind or
nature whatsoever which would or might necessitate any changes, replacements or
additions to the structural system, water system, plumbing system, heating
system, air conditioning system or the electrical system servicing the Demised
Premises or any other portion or the Building without the prior written consent
of Landlord, and in the event such consent is granted, such replacements,
changes or additions shall be paid for by Tenant.

8.       Services.  Xxxxxxxx agrees that it shall:

         A. Provide self-service passenger elevator service to the Demised
Premises from the ground floor. Access to the Demised Premises shall at all
times be subject to compliance with such security measures as shall be in effect
for the Building.

         B. Provide janitorial service to the Demised Premises and the Common
Areas in the Building as are customarily provided in first class office
buildings in Palm Beach County, Florida. Any and all additional or specialized
janitorial service desired by Tenant shall be contracted for by Tenant directly
and the cost and payment thereof shall be and remain the sole responsibility of
Tenant. The firm providing such janitorial service shall first be approved by
Landlord, and Tenant shall not be entitled to any reduction, abatement, or other
credit against its Proportionate Share of Operating Expenses on account of any
contract for additional or specialized janitorial services, whether or not
Landlord's janitorial services are continued by Tenant. Janitorial services are
to be provided as detailed in Cleaning Specifications Schedule attached as
Exhibit "D."




                                       13


         C. Subject to the provisions of Paragraphs 12 and 15 hereof, make all
necessary repairs of damage to the Common Areas of the Building, equipment used
to provide services specified herein and to the roof, outside walls and
structural members of the Building and Parking Facilities. In the event that any
repair is required by reason of the negligence or abuse of Tenant or its agents,
employees or invitees, or of any other person entering the Building with
Xxxxxx's Consent, express or implied, Landlord may make such repair and add the
cost thereof to the first installment of rent which will thereafter become due.

         D. Furnish the Common Areas of the Property with electric service for
lighting and normal office use. Furnish the Demised Premises with heating or
air-conditioning between the hours of 8:00 a.m. and 6:00 p.m. Monday through
Friday, excluding federal and state holidays. Tenant may be permitted the use of
after hours air-conditioning at Landlord's discretion, said after hours
air-conditioning to be separately metered by floor only, and Tenant shall pay to
Landlord, in addition to Tenant's Proportionate Share of Operating Expenses, the
after hours air-conditioning fee determined by Landlord, in its sole and
absolute discretion to be a reasonable charge for said services, and such sums
shall be paid by Tenant as Additional Rent under this Lease.

         E. The costs of all services provided in this Paragraph 8 not
separately charged to Tenant shall constitute Operating Expenses as defined in
Paragraph 5 above. Tenant acknowledges that Landlord does not warrant that any
of the services referred to in this Paragraph 8 will be free from interruption
from causes beyond the reasonable control of Landlord. No interruption of
service shall ever be deemed an eviction or disturbance of Tenant or render
Landlord liable to Tenant for damages by abatement of Rent or otherwise, or
relieve Tenant from performance of Tenant's obligations under this Lease, unless
Landlord, after reasonable notice, shall willfully and without cause fall or
refuse to take reasonable action within its control to restore such service.

9. Subletting and Assigning. Tenant shall not assign, mortgage or otherwise
transfer or encumber this Lease or any portion or Tenant's interest herein, or
sublet all or any portion of the Demised Premises without first obtaining
Landlord's prior written consent thereto, which the parties agree may be
withheld for any reason whatsoever in Landlord's sole and absolute discretion.
If Landlord consents to any given assignment or subletting, such consent will
not be deemed a consent to any further subletting or assignment. Xxxx attempted
assignment, mortgage, sublease or other encumbrance of the Demised Premises in
violation of this paragraph shall be null and void. If Landlord consents to any
subletting or assignment, it shall nevertheless be a condition to the
effectiveness thereof that a fully executed copy of the sublease or assignment
be furnished to Landlord and that any assignee assume in writing all obligations
of Tenant hereunder. Notwithstanding any consent by Xxxxxxxx to any subletting
or assignment, in the event of any subletting or assignment of the Demised
Premises, Tenant shall remain liable for all of the obligations of Tenant set
forth herein. The sale by Tenant of a controlling interest in the Tenant entity
shall be deemed an assignment of this Lease requiring the convent of Landlord as
specified above.

10.      Indemnification; Waiver of Liability.

         X. Xxxxxx agrees to indemnify, defend and save harmless Landlord and
its building manager and their officers, employees, agents and independent
contractors, from any and all suits, actions, damages, liability and expenses
(including reasonable attorney's fees and costs) in connection with loss of
income, loss of life, bodily or personal injury or property damage in or about
the Demised Promises arising from any cause whatsoever unless such loss of life,
injury, or property damage is the result of the willful and gross negligence of
Landlord, its building manager, or their officers, employees, agents and
independent contractors, and Landlord and said managers and their officers,
employees, agents and independent contractors shall not be liable ta Tenant for
any such damage or loss whether or not the result of their willful and gross
negligence.




                                       14


         X. Xxxxxx agrees to indemnify, defend and hold Landlord and its
building manager, and their employees, officers, agents and independent
contractors harmless of and from any and all loss, liability or expense
including, without limitation, reasonable attorney's fees and costs Incurred by
Landlord in connection with any failure of Tenant to fully perform its
obligations under this Lease, and in connection with any personal injury or
damage to or loss of property of any type or nature resulting out of Tenant's
use of the Property, or caused by the negligence, misconduct or breach of this
Lease by Tenant, its employees, subtenants, invitees, contractors,
subcontractors, or any other person entering the Property under express or
implied invitation of Xxxxxx.

11.      Public Liability and Business Interruption Insurance.

         X. Xxxxxx, at its own cost and expense, shall obtain and maintain in
full force and effect during the original term hereof, and any extensions or
renewals, single limit public liability and property damage insurance in an
amount at least equal to Two Million Dollars ($2,000,000) or such other amounts
as Landlord may reasonably require from time to time, upon thirty (30) days
prior written notice.

         B. Tenant, at its own cost and expense, shall obtain and maintain in
full force and effect during the original term hereof, and any extensions or
renewals, business interruption insurance payable in case of loss resulting from
damage to the Demised Premises or the Building by fire or other casualty. Such
insurance shall be maintained in an amount not less than the sum of all Minimum
Annual Rental and additional rent coming due for the then current calendar year
as estimated by Landlord.

         X. Xxxxxx agrees to carry full replacement cost all risk fire and
extended coverage insurance in form satisfactory to Landlord on all improvements
to the Demised Premises. Tenant also agrees to carry such all risk insurance
covering Tenant's fixtures, furnishings, wall covering, carpeting, drapes,
equipment and all other items of personal property of Tenant located on or
within the Demised Premises.

         D. All policies of insurance described above shall name Landlord and
any mortgages of Landlord as named insureds, and shall include an endorsement
providing that the policies will not be cancelled or amended until after thirty
(30) days' prior written notice to Landlord. All such policies of insurance
shall be issued by a financially responsible company or companies satisfactory
to Landlord and authorized to issue such policy or policies, and licensed to do
business in the State of Florida. Tenant shall deposit with Landlord duplicate
originals of such insurance on or prior to the Rental Commencement Date,
together with evidence of paid-up premiums, and shall deposit with Landlord
renewals thereof at least fifteen (15) days prior to expiration of any such
policies.

12. Fire or Other Casualty. In case of damage to the Demised Premises by fire or
other casualty, Tenant shall promptly give notice thereof to Landlord. In case
of damage to the Building, the Demised Premises or the Parking Facilities by
fire or other casualty, Landlord shall, unless Landlord elects to terminate this
Lease as described below, and subject to the rights of Landlord's Mortgagees,
thereupon undertake the repair and restoration of: (a) the Building, to
substantially the same condition as existed prior to the casualty; provided that
Landlord is not obligated to restore any portion of the Building or Parking
Facilities not necessary for Tenant's use of the Demised Premises (hereinafter
the "Excluded Area"); and (b) the Demised Premises, to substantially the
condition in which Landlord was obligated to deliver the Demised Premises to
Tenant on the Rental Commencement Date, at the expense of Landlord, subject to
delays which may arise by reason of adjustment of loss under insurance policies
and for delays beyond the reasonable control of Landlord; provided, however,
that Landlord shall not be obligated to restore the Demised Premises if adequate
insurance proceeds are not available to Landlord to complete such work. The
Minimum Annual Rent payable by Tenant hereunder shall be equitably apportioned
during the period of Landlord's repair and/or restoration of the Demised
Premises in accordance with the portion of the Demised Premises, which has been
rendered untenantable. If Landlord elects to make such



                                       15


repairs, Tenant shall, within thirty (30) days after completion by Landlord of
such repair and/or restoration, at Tenant's sole cost and expense, commence to
repair or restore the remainder of the Demised Premises to the condition it was
in prior to such fire or casualty (which work shall be completed by Tenant
within one hundred twenty (120) days of commencement). In the event that
Landlord, in Xxxxxxxx's discretion, shall decide not to repair or rebuild the
Demised Premises, the Building or the Parking Facilities, Landlord shall deliver
written notice to Tenant of its election to terminate this Lease within ninety
(90) days after Landlord is notified of the casualty, and this Lease shall
terminate as of the date specified in such notice, which date shall not be more
than ninety (90) days thereafter, and the Rent (taking into account any
apportionment as aforesaid) shall be adjusted to the termination date, and
Tenant shall thereupon promptly vacate the Demised Premises.

13. Increase in Premiums. Tenant shall not do, permit or suffer to be done any
act, matter, thing or failure to act in respect to the Property or the Demised
Premises or use or occupy the Property or the Demised Premises or conduct or
operate Tenant's business in any manner objectionable to insurance companies
whereby the fire insurance or any other insurance now in force or hereafter to
be placed on the Demised Premises or any part thereof shall become void or
suspended or whereby any premiums in respect of insurance maintained by Landlord
shall be higher than those which would normally have been in effect for the
occupancy contemplated under the permitted uses. In case of a breach of this
covenant, in addition to all other rights and remedies of Landlord hereunder,
Tenant shall (a) indemnify Landlord and hold Landlord harmless from and against
any loss which would have been covered by insurance which shall became void or
suspended because of such breach by Tenant, and (b) pay to Landlord any and all
increase of premiums on any insurance, including, without limitation, rent
insurance, resulting from any such breach.

14. Waiver of Subrogation. Landlord and Tenant waive, unless said waiver should
invalidate any insurance required or permitted hereunder, their right to recover
damages against each other for any reason whatsoever to the extent the damaged
party recovers indemnity from its insurance carrier. Any insurance policy
procured by either Tenant or Landlord, which does not name the other as a named
insured shall, if obtainable, contain an express waiver of any right of
subrogation by the insurance company, including but not limited to Xxxxxx's
workmen's compensation carrier, against Landlord or Tenant, whichever the case
may be. All public liability and property damage policies shall contain an
endorsement that Landlord, although named as an insured, shall nevertheless
entitled to recover for damages caused by the negligence of Tenant.

15.      Eminent Domain.

         A. If the whole of the Property, or the Demised Premises shall be taken
or condemned for a public or quasi-public use under any law, ordinance or
regulation, or by right of eminent domain or private purchase in lieu thereof by
any competent authority, this Lease shall terminate and Rent shall xxxxx for the
unexpired portion of the term of this Lease as of the date the right to
possession shall vast In the condemning authority.

         B. If part of the Demised Premises shall be acquired or condemned as
aforesaid, and such acquisition or condemnation shall render the remaining
portion unsuitable for the business of Tenant (in the reasonable opinion of
Landlord), the term of this Lease shall cease and terminate as provided in
Paragraph 15(A) hereof, provided however, that diminution of rentable area shall
not in and of itself be conclusive as to whether the portion or the Demised
Premises remaining after such acquisition is unsuitable for Tenant's business.
If such partial taking is not extensive enough to render the Demised Premises
unsuitable for the business of Tenant, this Lease shall continue in full force
and effect except that the Minimum Annual Rental shall be reduced in the same
proportion that the rentable area of the Demised Premises taken bears to the
rentable area demised. Subject to the rights of any mortgagee of Landlord's
estate, Landlord shall, upon receipt of the net condemnation award, make all
necessary repairs or alterations to the Building so as to render the portion or
the Building not taken a complete



                                       16


architectural unit, but Landlord shall in no event be required to spend for such
work an amount in excess of the net amount received by Landlord as damages for
the part of the Building so taken "Net amount received by Landlord" shall mean
that portion of the condemnation award in excess of any sums required to be paid
by Landlord to the holder of any mortgage on the property so condemned, and all
expenses and legal fees incurred by Landlord in connection with the condemnation
proceeding.

         C. If part of the Building, but no part of the Demised Premises, is
taken or condemned as aforesaid, and, in the reasonable opinion of Landlord,
such partial acquisition or condemnation shall render Landlord unable to comply
with its obligations under this Lease, or shall render the Demised Premises
unsuitable for the business of Tenant, the term of the Lease shall cease and
terminate as provided in Paragraph 15(A) hereof, by Landlord sending written
notice to such effect to Tenant, whereupon Tenant shall immediately vacate the
Demised Premises.

         D. In the event of any condemnation or taking as hereinbefore provided,
whether whole or partial, Tenant shall not be entitled to any part of the award,
as damages or otherwise, for such condemnation and Landlord is to receive the
full amount of such award, and Tenant hereby expressly waives any right or claim
to any part thereof. Although all damages in the event of any condemnation are
to belong to the Landlord whether such damages are awarded as compensation for
diminution in value of the leasehold or the fee of the Demised Premises, Tenant
shall have the right to claim and recover from the condemning authority, but not
from Landlord, such compensation as may be separately awarded or recoverable by
Xxxxxx in Tenant's own right on account of any damage to Tenant's business by
reason of the condemnation and for or on account of any cost or loss to which
Tenant might be put in removing Xxxxxx's merchandise, furniture, fixtures, and
equipment, or the loss of Tenant's business or decrease in value thereof.

16. Events of Default. Each of the following events shall constitute an Event of
Default under this Lease:

         A. If Tenant shall fail to pay Minimum Annual Rental, Additional Rent, 
or any other sum payable to Landlord hereunder when due; or

         B. If Tenant shall fail to perform or observe any of the other
covenants, terms or conditions contained in this Lease within ten (10) days
after written notice thereof by Landlord; or

         C. If a receiver or trustee is appointed to take possession of all or a
substantial portion or the assets of Tenant, or any Guarantor and such receiver
or trustee is not dismissed within thirty (30) days; or

         D. If Tenant or any Guarantor makes an assignment for the benefit of
creditors; or

         E. If any bankruptcy, reorganization, insolvency, creditor adjustment
or debt rehabilitation proceedings are instituted by or against Tenant or any
Guarantor under any state or federal law and the same are not dismissed within
thirty (30) days; or

         F. If levy, execution, or attachment proceedings or other process of
law are commenced upon, on or against Tenant or any Guarantor or a substantial
portion of Tenant's or any Guarantor;s assets and the same are not dismissed
within thirty (30) days; or

         G. If a liquidator, receiver, custodian, sequester, conservator,
trustee, or other similar judicial officer is applied for by Tenant or any
Guarantor; or

         H. If Tenant or any Guarantor becomes insolvent in the bankruptcy or 
equity sense; or



                                       17


         I. If the Demised Premises are vacated, abandoned or deserted during
the term hereof or Tenant removes or manifests an intention to remove its goods
and property from the Demised Premises other than in the ordinary course of its
business.

17.      Remedies.

         A. If Tenant fails to pay Minimum Annual Rental, Additional Rent, or
any other sum payable to Landlord hereunder when due, Tenant shall pay a late
charge in the amount of Fifty Dollars ($50.00) plus interest accruing on the
unpaid sums from the date such sums are due at a rate equal to the greater of
(a) eighteen percent (18%) per annum or (b) three percent (3%) per annum in
excess of the prime rate of interest paid by Landlord on sums borrowed by
Xxxxxxxx (the "Late Charge"). The Late Charge shall be Additional Rent under the
terms of this Lease. In no event however shall any interest or other charge on
any delinquent payments exceed the amount allowed to be charged under the usury
laws of the State of Florida, it being acknowledged and agreed that any amount
in excess of such limitation shall be refunded to Tenant by Landlord by means of
a credit against the next installment(s) of Rent coming due hereunder, or if no
such Rent payments remain to be paid, then the excess shall be refunded in cash.
The Late Charge shall be in addition to, and shall not in any way limit any
other rights or remedies available to Landlord under the terms of this Lease or
at law and in equity.

         B. Upon the occurrence of an Event of Default, Landlord may, at any
time thereafter, and in addition to any other available rights or remedies at
law and/or in equity, elect any one or more of the following remedies:

                  (1) Without obligation to relet the Demised Premises, to
accelerate the whole or any part. of the Minimum Annual Rental, the Additional
Rent, or any other sum payable to Landlord hereunder for the entire unexpired
balance of the Term of this Lease, as well as all other charges, payments, costs
and expenses herein agreed to be paid by Xxxxxx and for purposes of this
paragraph, the Minimum Annual Rental shall be deemed to be increased and
adjusted as described In Paragraphs 3C and 3D hereof, with the annual Cost of
Living Increase calculated as if the Adjustment Date was the month in which such
default occurred, and any Rent or other charges, payments, costs and expenses if
so accelerated shall, in addition to any and all installments of Rent already
due and payable and in arrears, and/or any other charge or payment herein
reserved, included or agreed to be treated or collected as Rent and/or any other
charge, expense or cost, herein agreed to be paid by Tenant which may be due and
payable and in arrears, be deemed due and payable as if, by the terms and
provisions of this Lease; such accelerated Rent and other charges, payments,
costs and expenses were on that date payable in advance, and Landlord shall be
entitled to all costs of collection, including attorney's fees and costs through
all appellate levels and post-judgment proceedings, and to interest on all such
amounts at the maximum rate allowed by law until such amounts are actually paid
to Landlord.

                  (2) To immediately re-enter the Demised Premises without
accepting surrender of the leasehold estate and remove all persons and all or
any property therefrom, with or without summary dispossess proceedings or by any
suitable action or proceeding at law, without being liable to indictment,
prosecution or damages therefore, and repossess and enjoy the Demised Premises;
together with all additions, alterations and improvements. Upon recovering
possession of the Demised Premises by reason of or based upon or arising out of
a default on the part of Tenant, Landlord may, at Landlord's option, either
terminate this Lease or make such alterations and repairs as may be necessary in
order to relet the Demised Premises or any part or parts thereof, either in
Landlord's name or otherwise, for a term or terms which may at Landlord's option
be less than or exceed the period which would otherwise have constituted the
balance of the Term of this Lease and at such rent or rents and upon such other
terms and conditions as in Landlord's sole discretion may seen advisable and to
such person or persons as may in Landlord's discretion seem best. Upon each such
reletting all rents received by



                                       18


Landlord from such reletting shall be applied first to the payment or any
indebtedness other than Rent due hereunder from Tenant to Landlord; second, to
the payment of any costs and expenses of such reletting, including brokerage
fees and attorney's fees and all costs of such alterations and repairs; third,
to the payment of Rent due and unpaid hereunder; and the residue if any, shall
be held by Landlord and applied in payment of future Rent as it may become due
and payable hereunder. If such rentals received from such reletting during any
month shall be less than that to be paid during that month by Tenant hereunder,
Tenant shall pay any such deficiency to Landlord. Such deficiency shall be
calculated and paid monthly. No such re-entry or taking possession of the
Demised Premises or the making of alterations and/or improvements thereto or the
reletting thereof shall be construed as an election on the part of Landlord to
terminate this Lease unless written notice of such intention be given to Tenant.
Landlord shall in no event be liable in any way whatsoever for failure to relet
the Demised Premises or, in the event that the Demised Premises or any part or
parts thereof are relet, for failure to collect the rent thereof under such
reletting. Tenant, for Xxxxxx and Xxxxxx's successors and assigns, hereby
irrevocably constitutes and appoints Landlord as Xxxxxx's agent to collect the
rents due and to become due under all subleases of the Demised Premises or any
part thereof without in any way affecting Xxxxxx's obligation to pay any unpaid
balance of Rent due or to become due hereunder. Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach.

                  (3) To terminate this Lease and the term hereby created
without accepting any surrender of the leasehold estate and without any right on
the part of Tenant to waive the forfeiture by payment of any sum due or by other
performance of any condition, term or covenant broken, whereupon Landlord shall
be entitled to recover, in addition to any and all sums and damages for
violation of Tenant's obligations hereunder in existence at the time of such
termination, damages for Xxxxxx's default in an amount equal to the amount of
the Rent reserved for the balance of the term of this Lease, as well as all
other charges, payments, costs and expenses herein agreed to be paid by Tenant,
all discounted at the rate of six percent (6%) per annum to their then present
worth, less the fair rental value of the Demised Premises for the remainder of
said term, also discounted at the rate of six percent (6%) per annum to its then
present worth, all of which amount shall be immediately due and payable from
Tenant to Landlord.

                  (4) Tenant covenants and agrees that if the rent and/or any
charges reserved in this Lease as rent (including all accelerations of rent
permissible under the provisions of this Lease) shall remain unpaid ten (10)
days after the same is required to be paid, then and in that event, Landlord may
cause Judgment to be entered against Tenant, and for that purpose Tenant hereby
authorizes and empowers Landlord or any Prothonotary, Clerk of Court or Attorney
of any Court of Record to appear for and confess judgment against Xxxxxx and
agrees that Landlord may commence an action pursuant to the laws of Florida for
the recovery from Tenant of all rent hereunder (including all accelerations of
rent permissible under the provisions of this Lease) and/or for all charges
reserved hereunder as rent, as well as fair interest and costs and reasonable
attorney's fees, for which authorization to confess judgment, this Lease, or a
true and correct copy thereof, shall be sufficient warrant. Such Judgment may be
confessed against Tenant for the amount of rent in arrears (including all
accelerations of rent permissible under the provisions of this Lease) and/or
fair all charges reserved hereunder or rent, as well as far interest and costs;
together with an attorney's fee of five percent (5%) of the full amount of
Landlord's claim against Tenant. Neither the right to institute an action
pursuant to the laws of Florida nor the authority to confess judgment granted
herein shall be exhausted by one or more exercises thereof, but successive
complaints may be filed and successive judgments may be entered for the
aforedescribed sums ten (10) days or more after they become due as well as after
the expiration of the original term and/or during or after expiration or any
extension or renewal of this Lease.

         Tenant covenants and agrees that if this Lease shall be terminated
(either because of condition broken during the term of this Lease or any renewal
or extension thereof and/or when the term hereby created or any



                                       19



extension thereof shall have expired) then, and in that event, Landlord may
cause a judgment in eviction to be entered against Tenant for possession of the
Demised Premises, and for that purpose Tenant hereby authorizes and empowers any
Prothonotary, Clerk of Court or Attorney of any Court of Record to appear for
Tenant and to confess judgment against Xxxxxx in Eviction for possession of the
herein Demised Premises, and agrees that Landlord may commence an action
pursuant to the laws of Florida for the entry of an order in Eviction for the
possession of real property, and Xxxxxx further agrees that a Writ of Possession
pursuant thereto may issue forthwith, for which authorization to confess
judgment and for the issuance of a writ or writs of possession pursuant thereto,
this Lease, or a true and correct copy thereof, shall be sufficient warrant.
Tenant further covenants and agrees, that if for any reason whatsoever, after
said action shall have commenced the action shall be terminated and the
possession of the premises demised hereunder shall remain in or be restored to
Tenant, Landlord shall have the right upon any subsequent default or defaults,
or upon the termination of this Lease as above set forth to commence successive
actions for possession of real property and to cause the entry of successive
judgments by confession in Eviction for possession of the premises demised
hereunder.

         In any procedure or action to enter Judgment by Confession for Money
pursuant to Section 3.7 hereof, or to enter Judgment by Confession in Eviction
for possession of real property pursuant to Section 17 hereof, if Landlord shall
first cause to be filed in such action an affidavit or averment or the facts
constituting the default or occurrence of the condition precedent, or event, the
happening of which default, occurrence, or event authorizes and empowers
Landlord to cause the entry of judgment by confession, such affidavit or
averment shall be conclusive evidence of such facts' defaults, occurrences,
conditions precedent, or events; and if a true copy of this Lease (and or the
truth of which such affidavit or averment shall be sufficient evidence) be filed
in such procedure or action, it shall not be necessary to file the original as
evidence, any rule of court, custom, or practice to the contrary
notwithstanding.

         Tenant hereby releases to Landlord and to any and all attorneys who may
appear for Tenant all errors in any procedure or action to enter Judgment by
Confession by virtue of the sections contained in this Lease, and all liability
thereof. Xxxxxx further authorizes the Prothonotary or any Clerk of any Court of
Record to issue a Writ of Execution or other process, and further agrees that
real estate may be sold on a Writ of Execution or other process. If proceedings
shall be commenced to recover possession of the Demised Premises either at the
end of the term or sooner termination of this Lease, or for non-payment of rent
or for any other reason, Tenant specifically waives the right to the statutory
notice periods, and agrees that ten (10) days' notice shall be sufficient in
either or any such case.

         The right to enter judgment against Tenant by confession and to enforce
all of the other provisions of this Lease herein provided for may at the option
of any assignee of this Lease, be exercised by any assignee of Landlord's right,
title and interest in this Lease in his, her, or their own name, any statute,
rule of court, custom, or practice to the contrary notwithstanding.

         All of the remedies hereinbefore given to Landlord and all rights and
remedies given to it by law and equity shall be cumulative and concurrent. No
determination of this Lease or the taking or recovering possession of the
premises shall deprive Landlord of any of its remedies or actions against the
Tenant for rent due at the time or which, under the terms hereof would in the
future become due as if there had been no determination, nor shall the bringing
of any action for rent or breach of covenant, or the resort to any other remedy
herein provided for the recovery of rent be construed as a waiver of the right
to obtain possession of the premises.

         C. No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy herein or by law provided,
but each shall be cumulative and in addition to every other right or remedy
given herein or now or hereafter existing at law or in equity or by statute.



                                       20


         D. In the event of a breach or threatened breach by Tenant of any of
the covenants or provisions hereof, Landlord, in its sole and absolute
discretion, shall have the right of injunction and the right to invoke any
remedy allowed at law or in equity as if re-entry, summary proceedings and other
remedies were not herein provided for in law or in equity.

         E. No waiver by Landlord of any breach by Tenant of any Tenant's
obligations, agreements or covenants herein shall be a waiver of any subsequent
breach or of any obligation, agreement or covenant, nor shall any forbearance by
Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of
any rights and remedies with respect to such or any subsequent breach.

18. Quiet Enjoyment. Upon paying the Minimum Annual Rental, Additional Rent, and
other charges and sums herein provided for, and upon Xxxxxx's observance and
keeping of all the covenants, agreements and conditions of this Lease, Tenant
shall quietly have and enjoy the Demised Premises during the term of this Lease
without hindrance or molestation by anyone claiming by or through Landlord;
subject, however, to the terms, exceptions, reservations and conditions of this
Lease.

19. No Waiver. The failure of either party to insist in any one or more
instances upon the strict performance of any one or more agreements, terms,
covenants, conditions, or obligations of this Lease, or to exercise any right,
remedy or election therein contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such one or more obligations
of this Lease or of the right to exercise such right, remedy or election, with
respect to any subsequent breach, act, or omission. The manner of enforcement or
the failure of Landlord to enforce any of the covenants, conditions, rules and
regulations set forth herein or hereafter adopted, against any tenant in the
Building shall not be deemed a waiver of any such covenants, conditions, rules
and regulations.

20.      Attornment and Subordination.

         A. Subject to the provisions in subsection B hereof, this Lease, and
the rights of Tenant hereunder, shall be subject or subordinate to any mortgages
which now are or may hereafter be placed upon the Property or any portion
thereof (a "mortgage") or any interest therein or to any leases (hereinafter
called "underlying leases") of the Property as a whole which now exist or may
hereafter be made (any holder of any such mortgage, or landlord with respect to
any underlying lease being hereinafter called an "Interested Party"). The terms
of this Subordination shall be self-operative; provided, however, that Tenant
shall execute such documents as may be requested by Landlord in order to confirm
this Subordination from time to time. Any failure by Tenant to execute any such
documents shall be a default hereunder.

         B. Upon the request of Xxxxxx, any Interested Party shall provide to
Tenant its written agreement providing substantially as follows: so long as
Tenant has not defaulted under this Lease (I) Tenant's rights shall not be
terminated or disturbed by reason of any foreclosure of such mortgage or
termination of such underlying lease; (II) in the event that the property
containing the Demised Premises is sold or otherwise disposed of pursuant to any
right or power contained in or existing by reason of any such mortgage or the
bond, note or debt secured thereby, the purchaser thereof or other person
acquiring title thereto through or by virtue of such sale or other disposition
shall take title thereto subject to this Lease and all rights of Tenant
hereunder; (III) upon termination of any such underlying lease, that lessor
shall accept Tenant's attornment upon all the terms and conditions of this Lease
for the balance of the term hereof. Any such written agreement shall also
reserve to the Interested Party the rights specified in section D hereof.




                                       21


         C. Upon any foreclosure sale on any such mortgage or termination of any
underlying lease, if the holder of the mortgage or other purchaser at
foreclosure sale or any lessor with respect to any underlying lease shall so
request, Tenant shall attorn to such holder, purchaser or lessor as Tenant's
landlord under this Lease and shall promptly execute and deliver any instrument
that such holder, purchaser or lessor may reasonably request to evidence such
attornment. Upon such attornment, this Lease shall continue in full force and
effect as a direct lease between such holder, purchaser or lessor and Tenant
upon all of the terms, conditions and covenants as are set forth in this Lease.

         D. In the event that the holder of such mortgage or the lessor under
such underlying lease shall succeed to the interest of Landlord hereunder, such
Interested Party shall not be: (1) liable for any act or omission of any prior
landlord (including Landlord); (ii) liable for the return of any Security
Deposit not actually received by it; (iii) subject to any offsets or defenses
which Tenant might have against any prior landlord (including Landlord); (iv)
bound by any Rent or Additional Rent which Tenant might have paid for more than
the current month to any prior landlord (including Landlord); or (v) bound by an
amendment or modification of this Lease made without its written consent.

         E. Within ten (10) days after written request from Landlord from time
to time, Tenant shall execute and deliver to Landlord, or Landlord's designee, a
written statement certifying, (i) that, this Lease is unmodified and in full
force and effect, or is in full force and effect as modified and stating the
modifications; (ii) the amount of Minimum Annual Rent and the date to which
Minimum Annual Rent and Additional Rent have been paid in advance; and (iii)
that Landlord is not in default hereunder or, if Xxxxxxxx is claimed to be in
default, stating the nature of any claimed default; (iv) the amount of Security
Deposit Landlord is holding and (v) any options to renew or purchase that Tenant
may have. Within ten (10) days after written request from Tenant from time to
time, Landlord shall execute and deliver to Tenant, or Xxxxxx's designee, a
written statement certifying, (i) that this Lease is unmodified and in full
force and effect, or is in full force and affect as modified and stating the
modification; (ii) the amount of Minimum Annual Rent and the date to which
Minimum Annual Rent and Additional Rent have been paid in advance; and (iii)
that Tenant is not in default hereunder, or if Xxxxxx is claimed to be in
default, stating the nature of any claimed default.

21. Notices. All bills, statements, notices or communications which either party
hereto may desire or be required to give to the other shall be deemed
sufficiently given or rendered if in writing and either hand delivered to
Landlord or Tenant or sent by registered or certified mail or overnight courier,
postage prepaid, addressed to Landlord or Tenant at the address set forth on the
first page hereof or any other address pursuant to notice given as herein set
forth. Any notices given in accordance with the Lease shall be deemed to be
given when the same is hand delivered to the other party, deposited with the
overnight courier or three (3) days after depositing in the mail, as the case
may be.

22. Holding Over. Should Tenant continue to occupy the Demised Premises after
expiration of the term of this Lease or any renewals thereof, or after a
forfeiture incurred such tenancy shall (without limitation on any of Landlord's
rights or remedies therefore) be one at sufferance from month to month at a
minimum monthly rent equal to twice the rent payable for the previous month of
the term of this Lease.

23. Brokers. Tenant represents and warrants that it has not employed any broker
or agent as its representative in the negotiation for or the obtaining of this
Lease other than Landlord's leasing agent, and agrees to indemnify and hold
Landlord harmless from and against any and all cost or liability for
compensation claimed by any broker or agent other than Landlord's leasing agent
with whom it has dealt or claimed to have been engaged by Xxxxxx.




                                       22


24.      Definitions of Landlord and Tenant.

         A. The word "Tenant" as used in this Lease shall be construed to mean
tenants in all cases where there is more than one tenant, and the necessary
grammatical changes required to make the provisions hereof apply to
corporations, partnerships, or individuals, men or women, shall in all cases be
assumed as through in each case fully expressed. Each provision hereof shall
extend to and shall, as the case may require, bind and inure to the benefit of
Tenant and its heirs, legal representatives, successors and assigns, provided
that this Lease shall not inure to the benefit of any assignee, heir, legal
representative, transferee or successor of Xxxxxx except upon the express
written consent or election of Landlord, except as herein otherwise provided.

         B. The term "Landlord" as used in this Lease shall mean the fee owner
of the entire Property or, if different, the party holding and exercising the
right, as against all others (except space tenants of Building) to possession of
the entire Property. In the event of voluntary or involuntary transfer of such
ownership or right to a successor in interest of Landlord, Landlord shall be
freed and relieved of all liability and obligation hereunder which shall
thereafter accrue (and, as to any unapplied portion of Tenant's Security
Deposit, Landlord shall be relieved of all liability therefore upon transfer of
such portion to its successor in interest) and Tenant shall look solely to such
successor in interest for the performance of the covenants and obligations of
Landlord hereunder which shall thereafter accrue. Notwithstanding the foregoing,
no mortgagee or ground lessor which shall succeed to the interest of Landlord
hereunder (either in terms of ownership or possessory rights) shall: (1) be
liable for any previous act or omission of a prior landlord; (2) be subject to
any rental offsets or defenses against a prior landlord; (3) be bound by any
amendment of this Lease made without its written consent, or by payment by
Tenant of rent in advance in excess of one (1) month's rent; or (4) be liable
for any Security Deposit not actually received by it. Subject to the foregoing,
the provisions hereof shall be binding upon and inure to the benefit of the
heirs, personal representatives, successors and assigns of Landlord. In no event
shall the liability of Landlord to Tenant hereunder exceed Xxxxxxxx's interest
in the Property. Xxxxxx agrees that no judgment arising from any default of
Tenant's agreements under the terms of this Lease or by reason of any willful or
negligent act of Landlord and its Building manager, and their employees,
officers, agents and independent contractors, shall attach against any property
of Landlord other than the Property, and in no event shall any such judgment
constitute a lien upon any other lands or properties owned by Landlord
wheresoever located. Neither shall any such judgment attach or constitute a lien
against any property of any principal or partner of the Landlord, or of their
heirs, executors, administrators, successors or assigns.

25. Prior Agreements; Amendments. Neither party hereto has made any
representations or promises except as contained herein. No agreement hereinafter
made shall be effective to change, modify, discharge or effect an abandonment of
this Lease, in whole or in part, unless such agreement is in writing and signed
by the party against whom enforcement of the change, modification, discharge or
abandonment is sought.

26. Captions. The caption of the paragraphs in this Lease are inserted and
included solely for convenience and shall not be considered or given any affect
in construing the provisions hereof.

27. Construction of Lease. If any term of this Lease, or the application thereof
to any person or circumstances, shall to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term to
persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term of this Lease shall
be valid and enforceable to the fullest extent permitted by law.




                                       23



28.      Mechanic's Liens, etc.

         X. Xxxxxx, shall comply with the Mechanic's Lien Law of the State of
Florida as set forth in Florida Statutes, Chapter 713. Tenant will not create or
permit to be created or remain as a result of any action or work done or
contracted for by Tenant, and will discharge, any lien, encumbrance or charge
(levied on account of any imposition or any mechanic's, laborer's or
materialman's lien) which might be or become a lien, encumbrance or charge upon
the Property, the Demised Premises or any part thereof or the income therefrom,
whether or not the same shall have any priority or preference over or ranking on
a parity with the estate, rights and interest of Landlord in the Property, the
Demised Premises or any part thereof, or the income therefrom, and Tenant will
not suffer any other matter or thing whereby the estate, rights and interest of
Landlord in the Property, the Demised Premises or any part thereof might be
impaired; provided that any mechanic's, laborer's or materialmen's lien may be
discharged in accordance with Subparagraph B of this Paragraph 28.

         B. If any mechanic's, laborer's or materialman's lien shall at any time
be filed against the Building, the Demised Premises or any part thereof as a
result of any action or work done on behalf of or contracted for by Tenant,
Tenant, within fifteen (15) days after notice of the filing thereof, will cause
it to be discharged or record by payment, deposit, bond, order of the court of
competent jurisdiction or otherwise. If Tenant shall fail to cause such lien to
be discharged within the period aforesaid, then in addition to any other right
or remedy, Landlord may, but shall not be obligated to, discharge it either by
paying the amount claimed to be due or by transferring same to security, and in
any such event, Landlord shall be entitled, if Landlord so elects, to compel
prosecution of any action for the foreclosure of such lien by the lienor and to
pay the amount of the judgment in favor of the lienor with interest costs and
allowances. Any amount so paid by Landlord and all costs, expanses, and fees
including without limitation attorneys' fees, incurred by Landlord in connection
with any mechanic's, laborer's or materialman's lien, whether or to the same has
been discharged of record by payment, deposit, bond, order of the court of
competent jurisdiction or otherwise, together with interest thereon, at the
maximum rate permitted by law, from the respective dates of Landlord's making of
the payments and incurring of the costs and expenses, shall constitute
Additional Rent payable by Tenant to Landlord upon demand.

         C. Nothing contained in this Lease shall be deemed or construed in any
way as constituting the consent or request of Landlord, express or implied by
inference or otherwise, to any contractor, subcontractor, laborer or materialman
for the performance of any labor or the furnishing of any materials for any
alteration, addition, improvement or repair to the Property, the Demised
Premises or any part thereof, nor as giving Tenant any right, power or authority
to contract for or permit the rendering of any services or the furnishing of any
materials that would give rise to the filing of any lien against, the Property,
the Demised Premises or any part thereof, nor to subject Landlord's estate in
the Property to liability under the Mechanic's Lien Law of the State of Florida
in any way, it being expressly understood that Landlord's estate shall not be
subject to any such liability.

         D. Notwithstanding any provision to the contrary set forth in this
Lease, it is expressly understood and agreed that the interest of the Landlord
shall not be subject to liens for improvements made by Tenant in and to the
Demised Premises, Tenant shall notify each and every contractor making any such
improvements of the provision set forth in the preceding sentence of this
paragraph. The parties agree to execute, acknowledge and deliver to Landlord
without charge a Xxxxxxxx's Lien Notice, in recordable form, containing a
confirmation that the interest of the Landlord shall not be subject to liens for
improvements made by Tenant to the Property or the Demised Premises.

29. Certain Rights Reserved to Landlord. Landlord reserves the following rights:

         A. Building Name.  To name the Building and to change the name or 
street address of the Building.



                                       24


         B. Exterior Signs.  To install and maintain a sign or signs on the
exterior of the Building.

         C. Redecoration. During the last ninety (90) days of the term, if
during or prior to that time Tenant has vacated the Demised Premises, to
decorate, remodel, repair, alter or otherwise prepare the Demised Premises for
re-occupancy, without affecting Tenant's obligation to pay Minimum Annual
Rental, Additional Rent and all other sums due under the terms of this Lease.

         D. Pass Keys.  To constantly have pass keys to the Demised Premises.

         E. Adjoining Areas. The use and reasonable access thereto through the
Demised Premises for the purposes of operation, maintenance, decoration and
repair of all walls, windows and doors bounding the Demised Premises (including
exterior walls of the Building, core corridor walls and doors and any core
corridor entrance) except the inside surface thereof, any terraces or roofs
adjacent to the Demised Premises and any space in or adjacent to the Demised
Premises used for shafts, pipes, conduits, fan rooms, ducts, electric or other
utilities, sinks or other facilities are reserved to Landlord.

         F. Common Areas and Parking Facilities. The exclusive right to manage
the Common Areas and the Parking Facilities.

30. Landlord's Lien. In addition to any statutory Landlord's Lien, Landlord
shall have, at all times, a valid security interest to secure payment of all
Minimum Annual Rental, Additional Rent, and other sums of money becoming due
hereunder from Tenant, and to secure payment of any damages or loss which
Landlord may suffer by reason of the breach by Tenant of any covenant, agreement
or condition contained herein, upon all goods, wares, equipment, fixtures,
furniture, types, improvements and other personal property of Tenant presently
or which may hereinafter be situated in the Demised Premises, and all proceeds
therefrom, and such property shall not be removed therefrom without the consent
of Landlord until all arrearages in Minimum Annual Rental, Additional Rent, and
all other sums of money then due to Landlord hereunder shall first have been
paid and discharged and all of the covenants, agreements, and conditions hereof
have been fully complied with and performed by Xxxxxx. In consideration of this
Lease, upon the occurrence of any event of default by Tenant, Landlord may, in
addition to any other remedies provided herein, enter upon the Demised Premises
and take possession of any and all goods, wares, equipment, fixtures, furniture,
improvements and other personal property of Tenant situated on or in the Demised
Premises, without liability for trespass or conversation, and sell the same at
public or private sale, with or without having such property at the sale, after
giving Tenant reasonable notice of the time and place or any public sale or of
the time after which any private sale is to be made, at which sale the Landlord
or its assigns may purchase the above described Property unless otherwise
prohibited by law. Unless otherwise provided by law, and without intending to
exclude any other manner of giving Tenant reasonable notice, the requirement of
reasonable notice shall be met if such notice is given in the manner prescribed
in Paragraph 20 of this Lease at least five (5) days before the time of sale.
The proceeds from any such disposition, less any and all expenses connected with
the taking of possession and selling of the property (including reasonable
attorney's fees and other expenses) shall be applied as a credit against the
indebtedness secured by the security interest granted in this Paragraph 29. Any
surplus shall be paid to Tenant or as otherwise required by law, and Tenant
shall pay any deficiencies upon demand. Upon request by Xxxxxxxx, Xxxxxx agrees
to execute and deliver to Landlord a financing statement in form sufficient to
perfect the security interest of Landlord in the aforementioned property and
proceeds thereof under the provisions of the Uniform Commercial Code in force in
the state of Florida. Any statutory lien for Rent is not hereby waived, the
security interest herein granted being in addition and supplementary thereto.




                                       25


31. Rules and Regulations. Tenant covenants and agrees that it shall comply with
and observe all nondiscriminatory, uniformly applied reasonable rules and
regulations ("Rules and Regulations") which Landlord shall from time to time
promulgate for the management and use of the Demised Premises, the Building and
the Parking Facilities. Landlord's initial Rules and Regulations are set forth
on Exhibit "E" attached hereto and made a part hereof. Landlord shall have the
right from time to time to reasonably amend or supplement the Rules and
Regulations theretofore promulgated.

32. WAIVER OF JURY TRIAL. LANDLORD AND TENANT HEREBY WAIVE ANY AND ALL RIGHT TO
A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM, OR SUBSEQUENT
PROCEEDING, BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY
MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,
TENANT'S USE OR OCCUPANCY OF THE DEMISED PREMISES, THE BUILDING OR THE PARKING
FACILITIES AND/OR ANY CLAIM OF INJURY OR DAMAGE.

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

34. No Option. The submission of this Lease to Tenant for examination does not
constitute a reservation of or option for the Demised Premises and this Lease
becomes effective as a lease only upon execution and delivery thereof by the
Landlord and Tenant.

35. Force Majeure. Notwithstanding anything to the contrary contained herein,
Landlord shall not be deemed in default with respect to the delivery of the
Demised Premises or any other obligation of Landlord hereunder, if Xxxxxxxx's
inability to perform is due to any strike, lockout, civil commotion, warlike
operation, invasion, rebellion, hostilities, military or usurped power,
governmental regulation, moratoriums or controls, acts of God or any other cause
beyond the control of Landlord, provided that such cause is not due to the
willful act or negligence of Landlord.

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




                                       26


         IN WITNESS WHEREOF, the parties hereto have executed this Lease on the
day and year first aforesaid.

Signed, sealed and delivered              LANDLORD:
in the presence of:                       CANPRO INVESTMENTS LTD.


                                          By:
                                                   Authorized Officer


                                          TENANT:

                                          NATIONAL AUTO FINANCE COMPANY, L.P.


                                          By:
                                                   Authorized Officer





                                       27


                                   EXHIBIT "A"

                                Legal Description
                         Parcel 2 - Office Building Site
                             (O.R.B. 4312 PG. 1726)

A portion of section 6, Township 47 south, Range 43 East, Palm Beach County,
Florida, being more particularly described as follows:

Commencing at the South one quarter of said section 6: Thence North 00) 58'48"
East, along said North-South quarter line, a distance of 664.54 feet, Thence
south 89) 41'52" East, a distance of 347.76 feet: Thence, south 89) 41'52" East,
a distance of 347.49 feet: Thence North 01) 00'11" East, a distance of 30.00
feet to the point of beginning of this description: Thence continue North 01)
00'11" East, a distance of 634.46 feet: thence South 89) 41'01" East, a distance
of 347.76 feet: Thence South 01) 01'35" West, a distance of 522.29 feet: Thence
south 72) 29'41" West, a distance of 366.48 feet to the point of beginning:
together with the following described parcel:

Commencing at the South one quarter of said section 6: thence North 00) 58'48"
East along the North-South quarter line, a distance of 664.54 feet: thence south
89) 41'52" East a distance of 347.49 feet: Thence North 01) 00'11" East, a
distance of 30.00 feet: Thence North 72) 29'41" East, a distance of 366.48 feet
to the point of beginning of this description: Thence South 01) 01'35" West, a
distance of 41.33 feet to a point on the right-of-way line of the seaboard
coastline railroad, that is now laid out and in use: Thence North 45) 35'19"
East, a distance of 596.03 feet to the point of curvature of a circular curve to
the left: Thence Northerly and Easterly along the arc of said curve, having a
radius of 3365.62 feet, and an arc distance of 0.25 feet to a point on the
Easterly boundary of the Lake Worth drainage district: the last two described
courses being coincident with said right-of-way line: thence North 17) 26'44"
West, a distance of 40.08 feet: thence North 44) 26"44" West, a distance of
141.82 feet: the last two described courses being coincident with the Easterly
boundary of the Lake Worth drainage district: Thence north West, a distance of
522.29 feet to the point of beginning: less and except therefrom the following
described parcel:

Commencing at the South one quarter of said section 6: Thence North 00) 58'48"
East along said North-South quarter line, a distance of 664.54 feet: Thence
south 89) 41'%2" East, a distance of 347.49 feet: Thence North 01) 00'11" East,
a distance of 242.48 feet to the point of beginning of this description: Thence
continue North 01) 00'11" East, a distance of 421.98 feet: Thence South 89)
41'01" East, a distance of 98.61 feet: thence, South 00) 18'59" West, a distance
of 97.55 feet: Thence, south 89) 41'01" East, a distance of 81.73 feet: Thence
south 44) 24'41" East, a distance of 100.00 feet: Thence South 45) 35'19" West,
a distance of 245.00 feet: Thence South 44) 24'41" East, a distance of 65.00
feet: Thence South 45) 35'19" West, a distance of 80.00 feet: Thence North 44)
24'41" West, a distance of 65.00 feet: Thence South 45) 35'19" West, a distance
of 35.00 feet to the point of beginning.

Said lands situate, lying, and being in Palm Beach County, Florida, and subject
to all easements, reservations, and right-of-way of record.

Together with (a) non-exclusive easements for ingress and egress for pedestrian
and vehicular traffic, and for the installation and maintenance of utility lines
and appurtenances over, across and under Parcel R-1, parcel R-2, parcel R-2A,
parcel R-3, APOC II roads and parcel R-3A to the extent that a portion of parcel
R-3A is not located within the insured lands: and (B) a non-exclusive easement
for water retention, water management and drainage purposes over, across and
under all lakes, water retention areas and drainage easements or areas
established within the total Arvida Property, all as more particularly described
and defined in that certain



                                       A-1


Agreement for and Grant of Easements and Other Rights, dated September 8, 1982
and recorded in official Records Book 3788, page 1058: as supplemented by
Supplemental Agreement dated September 8, 1982 and recorded in Official Records
Book 3788, page 1095: and as amended by Reconfirmation and Regrant of Easements
and Other Rights dated September 19, 1983 and recorded in Official Records Book
4041, page 1854 and as further amended by Amendment to Agreement for and Grant
of Easements and Other Rights dated April 18, 1984 and recorded in Official
Records book 43212, page 1721 all of the Public Records of Palm Beach County,
Florida.

And, further together with all of the non-exclusive, access easements, parking
easements and utility easements, over the comon areas located within the
perimetrical boundaries of the Park Place Royale lands as set forth in exhibit
"1" attached hereto, as contained in that certain Common Area Operations and
Reciprocal easement Agreement, dated May 30, 1984 and recorded in Official
Records Book 4259, page 1548, as amended by First Amendment to Common Area
Operation and Reciprocal Easement Agreement, dated August 29, 1984 and recorded
in Official Records Book 4341, page 258 and further amended by Second amendment
to common Area Operation and reciprocal Easement Agreement, recorded in Official
Records Books 6403, page 553 all of the public records of Palm Beach County,
Florida.




                                       A-2


                                   EXHIBIT "B"




                                       B-1




                                   EXHIBIT "C"

                             Parking Space Schedule

Tenant shall be permitted to use undercover and/or covered parking spaces based
upon availability.

All said parking spaces shall be in areas designated by Landlord and are subject
to relocation by Landlord at any time. Landlord will not monitor the parking
spaces nor the Parking Facilities and shall have no liability to Tenant, its
employees, agents, licensees or invitees for any damages to or loss of vehicles,
automobiles, or accessories, or the contents thereof, caused by fire, theft,
collision or any other cause whatsoever.




                                       C-1


                                   "EXHIBIT D"

                             Cleaning Specifications


Daily (Five times a week)

1.       Dust mop (treated) composition floors.

2. Spot mop for spillage on composition floors.

3. Sight vacuum all carpets.

4. Heavy traffic areas to be vacuumed completely.

5. Empty and wipe clean all waste receptacles.

6. Gather all trash and remove to designated areas.

7. Clean all tenant rest rooms as per rest room schedule.






                                       D-1


                                   EXHIBIT "E"

[PAGE 34 MISSING]

1.


2.


3.


4.


5.



6.


7.

A.

B.
or of the acts or omissions of any person or persons engaged in the operation
thereof, or in the acceptance, holding, handling or dispatch, or any error,
negligence or delay therein.

C. Landlord may from time to time make and amend regulations for the orderly and
efficient operation of the delivery facilities for the Building, and may require
of reasonable and equitable charges for delivery services provided by Landlord.

D. No furniture may be moved in or out of the Building without prior consent of
Landlord. Arrangements for the moving must be made with Xxxxxxxx's office and
must be supervised by Landlord's representative. Xxxxxx agrees to pay for any
and all damages to any part of the Building or Demised Premises because of such
moving, by either Tenant, its agents or movers. No moving shall be permitted
except between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday.
Reasonable charges will be made for the use of material and office building
personnel including supervision, needed to assist in the Tenant's move in,
within, or out of the Building.

8. OBSTRUCTIONS. Tenant shall not obstruct or place anything in or on the
sidewalks or driveways outside the Building or in the lobbies, corridors,
stairwells or other common areas of the Building, or use such locations for any
purpose except access to and exit from the Demised Premises without Landlord's
prior written consent, Landlord may remove at Tenant's expense any such
obstruction or item (unauthorized by Landlord) without notice or obligation to
Tenant. Additionally, Tenant shall not permit its employees, agents, invitees,
or customers to loiter, sleep, assemble or congregate within any common areas or
grounds of the Building.




                                       E-1


9. ODORS. Tenant shall not permit any odors of cooking or other processes, or
any unusual or other objectionable odors to permeate in or emanate from the
Demised Premises.

10. PARKING. Tenant shall ensure that its employees, customers, clients, guests,
invitees and licensees comply with the following parking regulations, and
acknowledges that such regulations shall be strictly enforced by Landlord.

         A. The designated area on the first floor of the Parking Facilities
shall be used only by guests, clients and customers of the tenants of the
Building.

         B. The other areas of the Parking Facilities shall be used only by the
employees of tenants of the Building.

         C. All service vehicles (including those engaged in deliveries, loading
and unloading) must park only in the designated service parking area. Parking in
the service parking area shall be limited to a maximum of one (1) hour,
provided, however, that a tenant may make arrangements with the Landlord for
longer parking periods when moving in or moving out of the Building.

         X. Xxxxxxxx reserves the right to control the method, manner and time
of parking in the Parking Facilities.

         E. In the event of any violation of the parking regulations, Landlord
shall have the right to post a notice of violation on the offending vehicle and
to tow the offending vehicle (regardless of whether the vehicle to owned by a
Tenant or any party, including any employee, customer, client, invitee or
licensee or a Tenant), and to charge the expense thereof to the applicable
Tenant as Additional Rent, or terminate the Tenant's license to park in the
Parking Facilities. In the event of continued violations of these Regulations,
and after notice to the Tenant, the Landlord may assess a charge of twenty
dollars ($20.00) against the Tenant for each violation, which shall be payable
as Additional Rent.

11. PROPER CONDUCT. Tenant, its employees and invitees, shall not conduct
themselves in any manner which is inconsistent with the character of the
Building as a first quality Building or which will impair the comfort and
convenience of other tenants in the Building.

12. PERSONAL USE OF PREMISES. The Demised Premises shall not be used or
permitted to be used for residential, lodging or sleeping purposes, or for the
storage of personal effects or property not required for business purposes.

13. REFUSE. Tenant shall place all refuse in proper receptacles provided by
Tenant at its expense in the Demised Premises, or in receptacles (if any)
provided by Landlord for the Building, and shall keep sidewalks and driveways
outside the Building, and lobbies, corridors, stairwells, ducts and shafts of
the Building free of all refuse.

14. SIGNS. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
Demised Premises or the Building (or on the inside of the Demised Premises if
the same is visible from the outside of the Demised Premises) without the prior
written consent of Landlord, except that the name of the Tenant may appear on
the entrance door of the Demised Premises. In the event of the violation of the
foregoing by any Tenant, Landlord may remove same without any liability, and may
charge the expense incurred by such removal to the Tenant violating this Rule.
All signs and



                                       E-2


lettering, including the Building directory, shall be inscribed, painted or
affixed for each Tenant by Landlord at the expense of such Tenant, and shall be
of a size, color and style acceptable to Landlord.

15. SOLICITATIONS. Landlord reserves the right to prohibit canvassing,
soliciting or peddling in the Building but shall not be in any manner liable for
any such acts within or about the Building.

16. WATER FIXTURES. Tenant shall not use water fixtures for any purposes for
which they are not intended, nor shall water be wasted by tampering with such
fixtures. Any cost or damage resulting from such misuse by Tenant shall be paid
for by Tenant.

17. WINDOWS. The Tenant acknowledges the importance of the exterior glass to the
architectural integrity of the Building, and agrees to observe Xxxxxxxx's rules
with respect to maintaining at all windows in the Demised Premises so that the
Building presents a uniform exterior appearance. Tenant shall not install any
window shades, drapes, covers or other materials on or at any window in the
Demised Premises without Landlord's prior consent, Landlord shall have the right
to approve the color, design and all materials of window treatments. Further, no
window treatments which may be installed by Landlord shall be removed or altered
by Tenant

18. PUBLIC ACCESS. Landlord reserves the right at all times to exclude the
general public from the Building upon such days and at such hours as in
Landlord's sole judgment will be in the best interest of the Building and its
tenants.

19. WIRES. No wires of any kind or type (including but not limited to T.V. and
radio antennas) shall be attached to the outside of the Building and no wires
shall be run or installed in any part of the Building without Landlord's prior
written consent.

20. LOCKS. No lock or similar devices shall be attached to any door or window in
the Demise Premises without Landlord's prior written consent. In the event
Tenant installs locks incompatible with the Building Master Locking System:

         X. Xxxxxxxx without abatement of Rent, shall be relieved of any 
obligation to provide any service whatsoever to areas so restricted;

         B. Tenant shall indemnify Landlord against any expense as a result of
forced entry into any areas so restricted which may be required in an emergency;

         C. Tenant shall at the and of the term remove such locks at Tenant's
expense.






                                       E-3


                                   EXHIBIT "F"

                         Environmental Impact Provisions

SECTION A.        Compliance with Law.

Tenant, at, Tenant's expense shall comply with all laws, rules, orders,
ordinances, directions, regulations and requirements of federal, state, county
and municipal authorities pertaining to Tenant's use of the Premises and with
the recorded covenants, conditions and restrictions, regardless of when they
become effective, including, without limitation, all applicable federal, state
and local laws, regulations or ordinances pertaining to air and water quality,
Hazardous Materials (as hereinafter defined), waste disposal, air emissions and
other environmental matters, all zoning and other land use matters, and utility
availability, and with any direction of any public officer or officers, pursuant
to law, which shall impose any duty upon Landlord or Tenant with respect to the
use or occupation of the Premises.

SECTION B.        Use of Hazardous Material.

1. Tenant shall not cause or permit any hazardous material to be brought upon,
kept or used in or about the Premises by Tenant, its agents, employees,
contractors or invitees. If Tenant breaches this obligation, the Tenant shall
indemnify, defend and hold Landlord harmless from any and all claims, judgments,
damages, penalties, fines, costs, liabilities or losses including, without
limitation, diminution in value of the Premises, damages for the loss or
restriction on use of rentable or usable space or of any amenity of the
Building, damages arising from any adverse impact on marketing of space, and
sums paid in settlement of claims, attorney's fees, consultant fees and expert
fees which arise during or after the term of the Lease as a result of such
contamination. This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remedial, removal or restoration work required by
any federal, state or local governmental agency or political subdivision because
of Hazardous Material present in the soil or ground water on or under the
Demised Premises. Without limiting the foregoing, if the presence of any
Hazardous Material on the Demised Premises caused by tenant results in any
contamination of the Demised Premises, Tenant shall promptly take all actions at
its sole expense as are necessary to return the Demised Premises to the
conditions existing prior to the introduction of any such Hazardous Material to
the Demised Premises; provided that Landlord's approval of such actions shall
first be obtained, which approval shall not be unreasonably withhold so long as
such actions would not potentially have any material adverse long-term or
short-term effect on the Demised Premises. The foregoing indemnity shall survive
the expiration or earlier termination of this Lease.

2. As used herein, the term "Hazardous Material" means any hazardous or toxic
substance, material or waste, including, but not limited to, those substances,
materials, and wastes listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection
Agency as hazardous substances (140 CFR Part 302) and amendments thereto, or
such substances, materials and wastes that are or become regulated under any
applicable local, state or federal law.

3. Inspection. Landlord and its agents shall have the right, but not the duty,
to inspect the Demised Premises at any time to determine whether Tenant is
complying with the terms of this Lease. If Tenant is not in compliance with this
Lease, Landlord shall have the right to immediately enter upon the Premises to
remedy any contamination caused by Xxxxxx's failure to comply notwithstanding
any other provision of the Lease. Landlord shall use its best efforts to
minimize interference with Xxxxxx's business but shall not be liable for any
interference caused thereby.




                                       F-1


4. Default. Any default under this paragraph shall be a material default
enabling Landlord to exercise any of the remedies set forth in this Lease.





                                       F-2


                                   EXHIBIT "G"

                         Environmental Impact Provisions

Section A.        Compliance with Law.

Tenant, at, Tenant's expense shall comply with all laws, rules, orders,
ordinances, directions, regulations and requirements of federal, state, county
and municipal authorities pertaining to Tenant's use of the Premises and with
the recorded covenants, conditions and restrictions, regardless of when they
become effective, including, without limitation, all applicable federal, state
and local laws, regulations or ordinances pertaining to air and water quality,
Hazardous Materials (as hereinafter defined), waste disposal, air emissions and
other environmental matters, all zoning and other land use matters, and utility
availability, and with any direction of any public officer or officers, pursuant
to law, which shall impose any duty upon Landlord or Tenant with respect to the
use or occupation of the Premises.

Section B.        Use of Hazardous Material.

1. Tenant shall not cause or permit any hazardous material to be brought upon,
kept or used in or about the Premises by Tenant, its agents, employees,
contractors or invitees. If Tenant breaches this obligation, the Tenant shall
indemnify, defend and hold Landlord harmless from any and all claims, judgments,
damages, penalties, fines, costs, liabilities or losses including, without
limitation, diminution in value of the Premises, damages for the loss or
restriction on use of rentable or usable space or of any amenity of the
Building, damages arising from any adverse impact on marketing of space, and
sums paid in settlement of claims, attorney's fees, consultant fees and expert
fees which arise during or after the term of the Lease as a result of such
contamination. This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remedial, removal or restoration work required by
any federal, state or local governmental agency or political subdivision because
of Hazardous Material present in the soil or ground water on or under the
Demised Premises. Without limiting the foregoing, if the presence of any
Hazardous Material on the Demised Premises caused by tenant results in any
contamination of the Demised Premises, Tenant shall promptly take all actions at
its sole expense as are necessary to return the Demised Premises to the
conditions existing prior to the introduction of any such Hazardous Material to
the Demised Premises; provided that Landlord's approval of such actions shall
first be obtained, which approval shall not be unreasonably withhold so long as
such actions would not potentially have any material adverse long-term or
short-term effect on the Demised Premises. The foregoing indemnity shall survive
the expiration or earlier termination of this Lease.

2. As used herein, the term "Hazardous Material" means any hazardous or toxic
substance, material or waste, including, but not limited to, those substances,
materials, and wastes listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection
Agency as hazardous substances (140 CFR Part 302) and amendments thereto, or
such substances, materials and wastes that are or become regulated under any
applicable local, state or federal law.

3. Inspection. Landlord and its agents shall have the right, but not the duty,
to inspect the Demised Premises at any time to determine whether Tenant is
complying with the terms of this Lease. If Tenant is not in compliance with this
Lease, Landlord shall have the right to immediately enter upon the Premises to
remedy any contamination caused by Xxxxxx's failure to comply notwithstanding
any other provision of the Lease. Landlord shall use its best efforts to
minimize interference with Xxxxxx's business but shall not be liable for any
interference caused thereby.




                                       G-1


4. Default. Any default under this paragraph shall be a material default
enabling Landlord to exercise any of the remedies set forth in this Lease.




                                       G-2


                                    GUARANTY


         FOR VALUE RECEIVED and in consideration for and as an inducement of
Landlord making the attached Lease with Tenant, the undersigned, on behalf of
himself, his legal representatives, heirs, successors and assigns, as principal
and not as a surety, guarantees to Landlord, Xxxxxxxx's successor and assigns,
the full performance and observance of all the provisions therein provided to be
performed and observed by Xxxxxx, without requiring any notice of non-payment,
non-performance, or non-observance, or proof, or notice, or demand, whereby to
charge the undersigned therefor, all of which the undersigned hereby expressly
waives and expressly agrees that the validity of this agreement and the
obligations of the guarantor hereunder shall not be terminated, affected or
impaired by reason of the assertion by Landlord against Tenant of any of the
rights or remedies reserved to Landlord pursuant to the provisions of the within
Lease. The undersigned further covenants and agrees that this Guaranty shall
remain and continue in full force and effect as to any renewal, modification,
extension, assignment or sublease of this Lease. AS A FURTHER INDUCEMENT TO
LANDLORD TO MAKE THIS LEASE AND IN CONSIDERATION THEREOF, LANDLORD AND THE
UNDERSIGNED AGREE THAT IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER LANDLORD OR
THE UNDERSIGNED AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF,
UNDER, OR BY VIRTUE OF THE TERMS OF THIS LEASE OR OF THIS GUARANTY, THAT
LANDLORD AND THE UNDERSIGNED SHALL AND DO HEREBY WAIVE TRIAL BY JURY. In the
event Landlord incurs any expenses in the enforcement of this Guaranty, whether
legal action be instituted or not, the undersigned agrees to be liable for same
(including reasonable attorney's fees and costs) and to pay same promptly on
demand by Landlord. This Guaranty when signed by more than one party, their
obligations shall not be joint and several and the release of one of such
Guarantors shall not release any other of such Guarantors.


WITNESSES:                                           GUARANTOR: