<PAGE>

                                                                  EXHIBIT 10.14

                                 LEASE AMENDMENT

In consideration of the rents and covenants set forth herein and in the Lease
(as defined below), Landlord and Tenant hereby amend the Lease.

                             BASIC LEASE PROVISIONS

A.       DATE: The date of this Lease Amendment is September 25, 2002.

B.       LEASE: That certain lease dated as of July 2, 2001.

C.       LANDLORD: Delegates LLC, an Arizona limited liability company.

D.       TENANT: The Clinton Harley Corporation, a Delaware corporation.

E.       PREMISES: 9755 Delegates Drive, Orlando, Florida; see Exhibit "A" of
         the Lease for legal description.

                                    ARTICLE 1
                                      TERM

         Landlord and Tenant hereby agree that the Term for the Premises shall
be amended to a fifteen (15) year term. The Lease expiration shall be midnight,
July 1, 2016.

                                    ARTICLE 2
                                     EFFECT

         Other than as set forth above, the Lease shall remain in full force and
effect.

         IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

                             LANDLORD:

                             Delegates LLC, an Arizona limited liability company

                             By: The White Family Trust, managing member

                             By:____________________________________________
                                  R. Randy Stolworthy, Trustee

                             TENANT:

                             The Clinton Harley Corporation,
                             a Delaware corporation

                             By:_____________________________________________
                                  Robert D. Hartman, President/CEO

<PAGE>

                                 LEASE AMENDMENT

In consideration of the rents and covenants set forth herein and in the Lease
(as defined below), Landlord and Tenant hereby amend the Lease.

                             BASIC LEASE PROVISIONS

A.       DATE: The date of this Lease Amendment is August 19, 2002.

B.       LEASE: That certain lease dated as of July 2, 2001.

C.       LANDLORD: Delegates LLC, an Arizona limited liability company.

D.       TENANT: The Clinton Harley Corporation, a Delaware corporation.

E.       PREMISES: 9755 Delegates Drive, Orlando, Florida; see Exhibit "A" of
         the Lease for legal description.

                                    Article 1
                                    LANDLORD

         The managing member of Delegates LLC has changed, and the new managing
member is the White Family Trust, R. Randy Stolworthy, Trustee, whose address
for purposes of payment of rent and receipt of notices is Delegates LLC, Attn:
White Family Trust - R. Randy Stolworthy, Trustee, c/o Cutler Commercial, 2150
E. Highland Ave., Suite 207, Phoenix, AZ 85016.

                                    Article 2
                                      TERM

         Landlord and Tenant hereby agree that the Term for the Premises shall
be extended, and that the Lease expiration shall be midnight, August 19, 2022.

                                    Article 3
                                      RENT

         Landlord and Tenant agree that a Certificate of Occupancy was issued
for the Phase III building as of August 19, 2002. Therefore, Tenant shall begin
paying rent for the Phase III building in addition to the Minimum Rent, as set
forth in Article 3(D) of the Lease. The current annual Minimum Rent of Four
Hundred Eighteen Thousand Eight Hundred Sixty- four and 19/100 Dollars
($418,864.19) shall be increased by the new Phase III rent of Two Hundred Sixty
Thousand Six Hundred Seventy-four and 98/100 Dollars ($260,674.98) resulting in
a new annual rent of Six Hundred Seventy-nine Thousand Five Hundred Thirty-nine
and 17/100 Dollars ($679,539.17). The additional fractional rent for Phase III
for August, payable immediately, is Eight Thousand Four Hundred Eight and 87/100
Dollars ($8,408.87).

<PAGE>

                                    Article 4
                                     EFFECT

         Other than as set forth above, the Lease shall remain in full force and
effect.

         IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

                             LANDLORD:

                             Delegates LLC, an Arizona limited liability company

                             By: The White Family Trust, managing member

                             By:________________________________________________
                                  R. Randy Stolworthy, Trustee

                             TENANT:

                             The Clinton Harley Corporation,
                             a Delaware corporation

                             By:________________________________________________
                                  Robert D. Hartman, President/CEO

                                       2
<PAGE>

                                 LEASE AGREEMENT

In consideration of the rents and covenants hereinafter set forth, Landlord
hereby leases and demises to Tenant and Tenant hereby leases and takes from
Landlord the "Premises," hereinafter described in the terms and conditions set
forth in the Lease Agreement, hereinafter called "this Lease."

                             BASIC LEASE PROVISIONS

The words and figures set forth in Paragraphs A to K, both inclusive, are part
of this Lease wherever appropriate reference is made thereto, unless expressly
modified elsewhere in the Lease.

A.       DATE OF EXECUTION: As of the 2nd of July, 2001.

B.       LANDLORD: Delegates LLC, an Arizona limited liability company.

C.       TENANT: The Clinton Harley Corporation, a Delaware corporation.

D.       PREMISES: 9755 Delegates Drive, Orlando, Florida; see Exhibit "A"
         attached hereto and incorporated herein.

E.       TERM: Commencing on the date of issuance of a Certificate of Occupancy
         for Phase II through December 31, 2001, plus fifteen (15) years
         commencing January 1, 2002 [see Article 2 below].

F.       LEASE COMMENCEMENT DATE: This lease shall commence on the date of
         issuance of a Certificate of Occupancy for Phase II, and expire at
         midnight on December 31, 2016.

G.       BASE RENT: Forty-three thousand seven hundred eighteen and 67/100
         Dollars ($43,718.67) per month during the first year of the Term, plus
         applicable taxes plus expenses as outlined in the lease agreement.

H.       USE OF PREMISES: Educational

I.       SECURITY DEPOSIT: None

J.       LANDLORD'S ADDRESS FOR RENT AND NOTICES:

         Delegates LLC
         Attn: John C. White, managing member
         c/o Cutler Commercial
         2150 E. Highland Ave., Suite 207
         Phoenix, AZ  85016

                                        1
<PAGE>

K.       TENANT'S ADDRESS FOR NOTICE:

         Robert D. Hartman, President
         The Clinton Harley Corporation
         10851 N. Black Canyon Highway, Suite 600
         Phoenix, AZ  85029

                                    ARTICLE 1
                                 LEASED PREMISES

         Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, that certain Premises described in Paragraph D of the Basic Lease
Provisions. The Premises are composed of Phase I (20,825 square foot building,
completed), Phase II (20,825 square foot building, under construction), and
Phase III (41,650 square foot two-story building, planned).

                                    ARTICLE 2
                                      TERM

         The term of this Lease shall be for the period commencing from the date
of issuance of a Certificate of Occupancy for Phase II and continuing through
December 31, 2001, plus fifteen (15) years commencing January 1, 2002. In the
event Phase III is constructed by Landlord for the benefit of Tenant, the Term
may be extended, at Landlord's option, to be fifteen (15) years commencing with
the issuance of a certificate of occupancy for such Phase III building.
Notwithstanding the commencement date set forth in Paragraph F of the Basic
Lease Provisions, if for any reason Landlord cannot deliver possession of the
Premises to Tenant on said date, Landlord shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Lease or the
obligations of Tenant hereunder, but the commencement date of this Lease shall
be extended until Landlord delivers possession of the Premises to Tenant. If
Tenant occupies the Premises prior to said commencement date, said occupancy
shall be subject to all the provisions hereof, such occupancy shall not advance
the expiration date, and Tenant shall pay rent for such period at the initial
monthly rate set forth in Paragraph G of the Basic Lease Provisions.

                                    ARTICLE 3
                                      RENT

         Tenant shall pay in advance to Landlord as rent for the Premises
without notice, demand, deduction or any setoff whatsoever at the address of
Landlord as set forth in Paragraph J of the Basic Lease Provisions or such other
address as may be specified by Landlord, the following amounts, payable monthly
on the first day of each month during the Term hereof, with adjustments for
fractional months, commencing on the date set forth in Paragraph F of the Basic
Lease Provisions:

         A.       (i). Initial annual minimum rent (herein called "Minimum
Rent") in the sum of Four Hundred Two Thousand Seven Hundred Fifty-four and
3/100 Dollars ($402,754.03), together with all applicable taxes as set forth in
Article 11 herein; plus

                  (ii). As additional rent, annual allocation and opportunity
costs for Phase III in the amount of One Hundred Twenty-One Thousand Eight
Hundred Seventy and no/100 Dollars
                                        2
<PAGE>

($121,870.00), together with all applicable taxes as set forth in Article 11
herein, payable until such time as Phase III is constructed and rent payments
become due and payable for Phase III, at which time such allocation and
opportunity costs shall no longer be due and payable. The allocation and
opportunity costs are a combination of allocation of land and construction costs
in the amount of $61,870.00 ("Allocation Costs"), and opportunity costs in the
amount of $60,000.00 ("Opportunity Costs"). In the event Tenant elects to have
constructed substantially less than 41,650 in Phase III (i.e., less than 95% of
that amount of building space) a pro rata portion of the Opportunity Costs shall
continue as additional annual rent, payable monthly. Such pro rata portion of
Opportunity Costs shall be calculated by multiplying the Opportunity Costs
amount (as increased annually as set forth below) by a fraction, the numerator
of which shall be a number obtained by subtracting from 41,650 the amount of
building square footage actually constructed in Phase III, and the denominator
of which shall be 41,650.

         B.       The total annual rent shall be adjusted and increased as of
the first day of January of each lease year (hereinafter the "Adjustment Date")
commencing the first of January, 2002, in the following manner: the total annual
rent (which term shall mean Minimum Rent, Opportunity Costs, and Phase III Rent)
shall be increased by the greater of (a) an amount equal to 4 percent of the
total annual rent for the immediately preceding lease year, or (b) the
percentage of increase in the Consumer Price Index ("CPI"). The CPI is defined
as the Consumer Price Index of the Bureau of Labor Statistics of the Department
of Labor for All Urban Consumers, (1967=100), "All Items," for the city nearest
the location of the Premises. The CPI increase shall be calculated by
multiplying the annual rent for the prior year by a fraction, the numerator of
which shall be the CPI of the calendar month and year in which the adjustment is
to take effect, and the denominator of which shall be the CPI for the same
calendar month and year prior. In the event the compilation and/or publication
of the Consumer Price Index shall be transferred to any other governmental
department or bureau or agency, or shall be discontinued, then the index most
nearly the same as the CPI shall be used to make the increase calculation. In
the event that Landlord and Tenant cannot agree on such alternative index, then
the matter shall be submitted for decision to the American Arbitration
Association in the County in which the Premises are located, in accordance with
the then rules of said association and the decision of the arbitrators shall be
binding upon the parties, notwithstanding one party failing to appear after due
notice of the proceeding. The cost of said Arbitrators shall be paid equally by
Landlord and Tenant. Until the arbitration is settled, the Tenant shall continue
to pay the rent at the rate determined by the 4 percent increase calculation set
forth above. Within five (5) days following the date on which the increase is
determined, if it is greater than the 4 percent calculation, the Tenant shall
make such payment to the Landlord as will bring the increased rent current,
commencing with the effective date of such increase through the date of any rent
installments then due. Thereafter the rent shall be paid at the increased rate.
Such adjusted annual rent shall be payable monthly, as provided herein,
beginning with the Adjustment Date.

         C.       The term "lease year" as used herein shall be deemed to mean a
period of twelve (12) consecutive months commencing with the 1st day of January
and ending with the 31st day of December of each year, both dates inclusive,
provided that for the purposes of this article, the first "lease year" shall
begin January 1, 2002, and shall end on the succeeding December 31st, and except
that the last "lease year" shall end on the last day of the lease term.

                                       3
<PAGE>

         D.       At such time as Phase III is constructed and a Certificate of
Occupancy is issued for the Phase III building, Tenant shall begin paying rent
for the Phase III building in addition to the Minimum Rent described above in
Art. III(A)(i). The rent for the Phase III building ("Phase III Rent") shall be
calculated as follows:

                  1.       The land, general site preparation, and general
administrative cost allocation to Phase III is hereby agreed to be $618,700.00
as of the date of this Lease; for purposes of calculation of rent, that amount
shall be increased annually by four percent (4%), compounded, until such time as
the certificate of occupancy for Phase III is received.

                  2.       All other project costs shall be added along with a
five percent (5%) administrative fee. For purposes of rent calculation, "project
costs" shall include but not be limited to building construction costs,
assessments, fees (building permit, impact fees, etc.), accounting fees,
insurance costs, construction loan points and interest, legal fees,
architectural fees, and taxes.

                  3.       For purposes of calculation of Phase III Rent, the
interior construction amount (i.e., the costs of construction of all but the
shell building) shall be increased by a pro rata share of the soft costs of the
project (i.e., accounting fees, insurance costs, construction loan points and
interest legal fees, architectural fees, and taxes). Such increase shall be
accomplished by dividing the interior construction amount by the total
construction amount (i.e. the interior construction amount plus the shell
building construction amount) to arrive at a percentage, multiplying the project
soft costs by that percentage, then adding the resulting amount to the interior
construction amount.

                  4.       Of the interior construction amount, $15 per square
foot shall be allocated to a Tenant buildout allowance. If the amount resulting
from the calculations in subparagraph (3) above is greater than the Tenant
buildout allowance, as part of the Phase III Rent, such overage shall be
amortized over the term of the lease at 10.5%.

                  5.       The annual Minimum Rent for Phase III shall be
                           calculated as follows:

                           Minimum Rent = [(a + (b - c)) x .105] + d

                           where a = land, general site preparation, and general
                                     admin.  costs
                                 b = total Phase III building cost (shell and
                                     interior)
                                 c = interior construction overage
                                 d = annual amortization of interior
                                     construction overage

         Example (using assumptions as to size of building, costs, etc.):

Phase III: 40,000 sf

Land, Gen. Site Prep, Gen. Admin Cost: $618,700.00
         [Note: This amount shall be increased by 4% per annum, compounded.]
Project Costs:
<TABLE>
<S>                        <C>                        <C>
Legal:                     $  2,500.00 x 1.05 =       $  2,625.00
COC Ins.                   $  4,500.00 x 1.05 =       $  4,725.00
Points/Interest:           $150,000.00 x 1.05 =       $157,500.00
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                        <C>                      <C>
Plans/Fees:              $  105,000.00 x 1.05 =     $  110,250.00
Exterior Shell:          $  903,000.00 x 1.05 =     $  948,150.00
Int. Construction:       $1,197,000.00 x 1.05 =     $1,256,850.00
Total:                                              $2,480,100.00
</TABLE>

Interior Construction (Interior Construction + Exterior Shell) =
1,256,850/(1,256,850 + 948,150) = 1 ,256,850/2,205,000 = 57%

..57 x (Project Soft Costs) =
..57 x $275,100 = $156,807

Interior Construction Amount + $156,807 =
$1,256,850 + $156,807 = $1,413,657.00

Build Out Allowance @ $15 = 40,000 x $15 = $600,000

Overage to be Amortized = $1,413,657 - $600,000 = $813,657

Annual overage amortization amount (15-year lease) @ 10.5% = $107,348.67

Base Rent    = ($618,700 + ($2,480,100 - $813,657))  x 10.5%
             = $2,285,143 x 10.5%
             = $239,940.02

Total Initial Annual Rent = $239,940.02 + $107,348.61 = $347,288.69

                                       5
<PAGE>


                                   ARTICLE 4
                                   POSSESSION

         Possession of the Premises shall be delivered to Tenant on an AS IS
condition.

                                    ARTICLE 5
                                  BUSINESS USE

         The Premises shall be used and occupied by Tenant only for the purpose
set forth in Paragraph H of the Basic Lease Provisions, and for no other
purpose. Tenant shall, at its sole cost, comply with and shall faithfully
observe all the requirements of municipal, state, and federal authorities now in
force, or that hereafter may be in force, pertaining to the use of the Premises
as well as the requirements and regulations of the Board of Fire Underwriters,
Landlord's and/or Tenants insurance companies, and other organizations
establishing insurance rates.

                                    ARTICLE 6
                                      SIGNS

         Tenant may place any sign on the Premises that is consistent with the
regulations of Orange County and the deed restrictions of Orlando Central Park.
Notwithstanding the above, Tenant shall upon request of Landlord immediately
remove any exterior or interior sign, advertisement, declaration, lettering or
notice that Tenant may hereafter place or permit to be placed in, upon, above,
or about the Premises and that Landlord reasonably deems objectionable or
offensive, and if Tenant fails or refuses so to do Landlord may, at Tenant's
sole cost, enter upon the Premises and remove the same.

                                    ARTICLE 7
                           MAINTENANCE AND SANITATION

         A.       Tenant shall repair any damage to the Premises caused by
Tenant or by any of Tenant's employees, agents, customers, invitees or
licensees, other than from ordinary wear. Tenant shall maintain the interior of
the Premises and all doors, windows, heating, cooling and mechanical equipment
and plate glass, and Landlord agrees whenever possible to extend to Tenant the
benefit of any enforceable manufacturer's warranties on such equipment. If
Tenant refuses or neglects to make repairs and/or maintain the Premises, or any
part thereof, in a manner reasonably satisfactory to Landlord, Landlord shall
have the right, upon giving tenant reasonable written notice of its election to
do so, to make such repairs or perform such maintenance on behalf of and for the
account of Tenant. In such event such work shall be paid for by Tenant promptly
upon receipt of a bill therefor. Tenant shall not decorate or paint the exterior
of the Premises, or any part thereof, except in the manner and color approved by
Landlord. Landlord may, at its option, enter into a maintenance agreement for
the maintenance of any heating and air conditioning units serving the Premises.
The cost of any such agreement attributable to the Premises shall be paid by
Tenant promptly upon receipt of a bill therefor.

         B.       Tenant shall also maintain the roof, exterior walls, all
aspects of the exterior of the building, parking lot, as well as all aspects of
the property (including but not limited to

                                       6
<PAGE>

sidewalks, landscaping, drainage, etc.). Landlord shall not in any way be liable
to Tenant for failure to maintain the Premises or make repairs.

         C.       Tenant shall provide and maintain trash receptacles, with
covers thereon, about the Premises in which to place any trash, and cause such
trash to be removed from the area as often as required to maintain a sanitary
condition but in no instance less than twice weekly.

                                    ARTICLE 8
                          ALTERATIONS, REPAIR AND LIENS

         A.       Tenant shall not make any alterations or additions upon the
Premises without the prior written consent of Landlord. Any alterations or
additions that are approved will be made by the Tenant at its own expense.

         B.       If any liens should be asserted against the Premises arising
out of work performed or materials furnished upon or at the instance of Tenant,
Tenant shall, within fifteen (15) days thereafter, cause said lien to be
discharged either by paying the same or by recording a surety bond in accordance
with the provisions of Chapter 713, Florida Statutes.

         C.       Tenant shall be solely responsible for all repair,
modification, alteration or reconstruction required to be made to the Premises
as a result of any governmental act, law, rule, or regulation, including but not
limited to the Americans With Disabilities Act.

                                    ARTICLE 9
                                UTILITY SERVICES

         Tenant shall pay for all utilities and services that may be furnished
to or used in or about the Premises and shall keep the same free and clear of
any lien or encumbrance of any kind whatsoever created by Tenant's acts or
omissions. Landlord shall not be liable for any failure or interruption of any
utility service being furnished to the Premises and no such failure or
interruption shall entitle Tenant to terminate this Lease or abate any payment
of rent.

                                   ARTICLE 10
                             INDEMNITY AND INSURANCE

         Tenant covenants that Landlord shall not be liable for any damage or
liability of any kind or for any injury to or death of persons or damage to
properly of Tenant or any other person during the term of this Lease, from any
cause whatsoever, by reason of the use, occupancy and enjoyment of the Premises
by Tenant or any person thereon or holding under said Tenant, and that Tenant
will indemnify and save harmless Landlord from all liability whatsoever on
account of any such damage or injury and from all liens, claims, and demands
arising out of the use of the Premises and its facilities or any repairs or
alterations that Tenant may make upon the Premises, but Tenant shall not be
liable for damage or injury occasioned by the gross negligence or intentional
acts of Landlord and its designated agents, servants, or employees, unless
covered by insurance Tenant is required to provide. This obligation to indemnify
shall include reasonable attorney's fees and investigation costs and all other
reasonable costs, expenses, and liabilities from the first notice that any claim
or demand is to be made or may be made.

                                       7
<PAGE>

         Landlord and Tenant hereby waive any rights each may have against the
other on account of any loss or damage occasioned to Landlord or Tenant, as the
case may be, their respective property, the Premises, or its contents, arising
from any risk generally covered by fire and extended coverage insurance policies
then in use in the State of Florida, and the parties each, on behalf of their
respective insurance companies insuring the property of either Landlord or
Tenant against any such loss, waive any right of subrogation that such companies
may have against Landlord or Tenant, as the case may be. In the event that the
insurance company of Tenant does not waive the right of subrogation against
Landlord and its insurance companies, Tenant shall (i) maintain during the term
of this Lease, fire legal liability coverage with respect to the Premises, and
(ii) shall pay to Landlord upon demand, Landlord's cost incurred in securing
fire legal liability insurance protecting Landlord in the event of the
destruction of Tenant's property.

         From and after the date of delivery of the Premises to Tenant, Tenant
shall maintain, at its expense, the following types of insurance:

         (i)      Public Liability Insurance. Comprehensive general public
                  liability insurance (including personal injury, contractual,
                  products and completed operations, and automobile liability
                  including non-owned and hired) with limits of not less than
                  One Million Dollars ($1,000,000.00) per occurrence insuring
                  against any and all liability of the insured with respect to
                  the Premises or arising out of the maintenance, use, or
                  occupancy thereof. All insurance shall specifically insure the
                  performance by Tenant of the indemnity agreement in this
                  Article 10 contained. Said insurance shall be the primary
                  insurance as respects to the Landlord and not participating
                  with any other available insurance. In no event shall the
                  limits of said policies be considered as limiting the
                  liability of Tenant under this Lease.

         (ii)     Fire and Extended Coverage Insurance. Tenant shall provide and
                  pay for fire and extended coverage insurance insuring the
                  building and improvements to the Premises. Such fire and
                  extended coverage insurance shall be obtained by Tenant in an
                  amount equal to at least one hundred percent (100%) of the
                  full insurable value of the building and improvements. Any and
                  all such policies shall show Landlord as an additional insured
                  and sole loss payee.

         (iii)    Insurance of Personal Property. Tenant shall at all times
                  during the Term hereof, and at its cost and expense, maintain
                  in effect policies of insurance covering (i) its fixtures and
                  equipment located on the Premises, in an amount not less than
                  one hundred percent (100%) of their replacement value,
                  providing protection against any peril included within the
                  classification "Fire and Extended Coverage," together with
                  insurance against sprinkler damage, vandalism, and malicious
                  mischief, and (ii) all plate glass on the Premises. The
                  proceeds of such insurance, so long as this Lease remains in
                  effect, shall be used to repair or replace the fixtures,
                  equipment and plate glass so insured.

         (iv)     Business Interruption Insurance. Tenant shall carry business
                  interruption insurance in an amount sufficient to pay, all
                  rent amounts coming due hereunder.

                                       8
<PAGE>

         All policies of insurance to be provided by Tenant hereunder shall be
issued by insurance companies acceptable to Landlord and qualified to do
business in the State of Florida, and shall be issued in the names of Landlord
and Tenant, for the mutual joint benefit and protection of Landlord and Tenant,
and executed copies of such policies of insurance or certificates thereof shall
be delivered to Landlord within ten (10) days after delivery of possession of
the Premises to Tenant and thereafter new policies or renewal certificates
within thirty (30) days prior to the expiration of the term of each such policy.
All public liability and property damage policies shall contain a provision that
Landlord, although named as an insured, shall nevertheless be entitled to
recovery under said policies for any loss occasioned to it, its servants, agents
and employees by reason of the negligence or intended acts of Tenant. As often
as any such policy shall expire or terminate, renewal or additional policies
shall be procured and maintained by Tenant in like manner and to like extent.
All policies of insurance delivered to Landlord must contain a provision that
the company writing said policy will give to Landlord twenty (20) days notice in
writing in advance of any cancellation or lapse of the effective date of any
reduction in the amounts of insurance. All policies shall be written as primary
policies, not contributing with and not in excess of coverage that Landlord may
carry.

                                   ARTICLE 11
                            OTHER PAYMENTS BY TENANT

         In addition to rent, Tenant shall pay to Landlord, during each lease
year or partial lease year, all ad valorem taxes and assessments levied and
assessed for any such year upon the Improvements and the underlying realty,
including taxes currently due but not yet paid. Payment shall be made by Tenant
in the following manner:

         (i)      Commencing on the date that Minimum Rent commences and
                  thereafter on the first day of each calendar month throughout
                  the term of this Lease, Tenant shall pay to Landlord along
                  with Minimum Rent the ad valorem taxes and assessments
                  (including special and improvement district assessments) as
                  estimated by Landlord from time to time.

         (ii)     Within sixty (60) days following the end of any lease year,
                  Landlord shall furnish Tenant a statement covering the year
                  just expired, certified as correct by an authorized
                  representative of Landlord, setting forth the total ad valorem
                  taxes and assessments. If such ad valorem taxes and
                  assessments exceed Tenant's payments so made, Tenant shall pay
                  to Landlord the deficiency within ten (10) days after receipt
                  of said statement. If said payments exceed such ad valorem
                  taxes and assessments, Tenant shall be entitled to offset the
                  excess against payments next thereafter to become due Landlord
                  as set forth herein.

         With respect to any assessments levied against or upon the Premises and
the underlying realty, which may be paid in annual installments, only the amount
of such annual installment (with appropriate proration for any partial year) and
statutory interest shall be included within the computation of the annual taxes
and assessments levied against the Premises and the underlying realty.

                                       9
<PAGE>

         Tenant shall pay prior to delinquency all taxes against and levied upon
fixtures, furnishings, equipment and all other personal property of Tenant
contained in the leased Premises.

         Tenant shall pay to Landlord, in addition to and along with the rent
otherwise payable hereunder, any excise, transaction, sales or privilege tax, or
any other tax now or hereafter imposed by any government or agency upon Landlord
and attributed to or measured by rent or prorations payable by Tenant.

         In the event the real property taxes are withdrawn in whole or in part
and any assessments, taxes, fees, levies or charges are imposed as a substitute
for, or otherwise in lieu of increases in said real property taxes, so as to pay
for governmental services formerly provided without separate charge to property
owners or occupants, such as fire protection, sidewalk and street maintenance,
and refuse collection and removal, the same shall be considered "real property
taxes" for purposes of this Lease regardless of how denominated or the source
from which they are collected. The term "real property taxes" shall also include
all expenses reasonably incurred by Landlord in seeking reduction by the taxing
authorities of real property taxes applicable to the Premises.

                                   ARTICLE 12
                            ASSIGNMENT AND SUBLETTING

         Tenant shall not either voluntarily or by operation of law, assign,
sell, encumber, pledge or otherwise transfer all or any part of Tenant's
leasehold estate hereunder, or permit the Premises to be occupied by anyone
other than Tenant or Tenant's employees, or sublet the Premises or any portion
thereof, without obtaining, in each such instance, Landlord's prior written
consent. Any such assignment or other transfer or subletting shall be subject in
each instance to the recapture option of Landlord set forth herein. Landlord's
consent shall not be unreasonably withheld for any proposed assignment, provided
that substantially the same type, class, nature and quality of business,
merchandise, services, management and financial soundness of ownership is
maintained and will continue to be furnished in a manner compatible with the
high standards contemplated by this Lease and/ provided further, that none of
the covenants, conditions or obligations imposed upon Tenant by this Lease, nor
any of the rights, remedies or benefits afforded Landlord by this Lease are
thereby impaired or diminished. Consent by Landlord to one or more assignments
of this Lease or to one or more sublettings of the Premises shall not operate to
exhaust Landlord's rights under this Article. The voluntary or other surrender
of this Lease by Tenant or a mutual cancellation hereof shall not work a merger
and shall, at the option of Landlord, terminate all or any existing subleases or
subtenancies, or shall operate as an assignment to Landlord of such subleases or
subtenancies. If Tenant is a corporation or is an unincorporated association or
partnership, the transfer, assignment or hypothecation of any stock or interest
in such corporation, association or partnership in the aggregate in excess of
forty-nine percent (49%) shall be deemed an assignment within the meaning and
provisions of this Article.

         If Tenant desires at any time to assign this Lease or to sublet the
Premises or any portion thereof, it shall first notify Landlord of its desire to
do so and shall submit in writing to Landlord (i) the name of the proposed
subtenant or assignee; (ii) the nature of the proposed subtenant's or

                                       10
<PAGE>

assignee's business to be carried on in the Premises; (iii) the terms and
provisions of the proposed sublease or assignment; and (iv) such reasonable
financial information as Landlord may request concerning the proposed subtenant
or assignee. Any request for Landlord's approval of a sublease or assignment
shall be accompanied with a check in such reasonable amount as Landlord shall
advise for the cost of review and/or preparation of any documents relating to
such proposed transfer, but in no event less than $250.00.

         At any time within fifteen (15) days after Landlord's receipt of the
information specified above, and provided that Landlord approves of the
assignee, assignment, or sublet, Landlord may by written notice to Tenant elect
to either (i) sublease the Premises or the portion thereof as shall be specified
in said notice for its own account upon the same terms as those offered to the
proposed subtenant or assignee, as the case may be; or (ii) terminate this Lease
as to the portion (including all) of the Premises so proposed to be subleased or
assigned with a proportionate abatement in the rent payable hereunder. If
Landlord does not exercise either of these options within said fifteen-day
period, Tenant may thereafter within ninety (90) days after the expiration of
said fifteen-day period enter into a valid assignment or sublease of the
Premises or portion thereof, upon the terms and conditions described in the
information required to be furnished by Tenant to Landlord hereunder, or other
terms not less favorable to Tenant, subject, however, to Landlord's consent as
herein provided.

         No subletting or assignment, even with the consent of Landlord, shall
relieve Tenant of its obligation to pay the rent and perform all the other
obligations to be performed by Tenant hereunder. The acceptance of rent by
Landlord from any other person shall not be deemed to be a waiver by Landlord of
any provision of this Lease or to be a consent to any assignment or subletting.

                                   ARTICLE 13
                             MORTGAGE SUBORDINATION

         Upon the written request of Landlord or of any successor under a sale
and leaseback of the land and/or building in which the Premises are situated or
of any mortgagee or beneficiary of Landlord, Tenant shall from time to time in
writing subordinate its rights hereunder to the interest of any such successor,
as well as to the lien of any mortgage or deed of trust now or hereafter in
force against the land and building of which the Premises are a part or against
any buildings hereafter placed upon the land of which the Premises are a part,
and to all advances made or hereafter to be made upon the security thereof. Such
written subordination shall be executed and delivered to Landlord within ten
(10) days from Tenant's receipt of a request for the same. If Tenant fails to
execute and deliver such statement to Landlord within said ten-day period,
Landlord may, as attorney-in-fact of Tenant, coupled with an interest, execute
such statement for, and on behalf, and in the name of Tenant. If requested by
Landlord in writing, Tenant shall give similar certificates from time to time
during the term of this Lease in the manner hereinabove provided.

         Tenant agrees to give any mortgagee, by registered mail, a copy of any
notice of default served upon the Landlord, provided that prior to such notice
Tenant has been notified, in writing, (by way of Notice of Assignment of Rents
and Leases, or otherwise) of the address of such mortgagee. Tenant further
agrees that if Landlord shall have failed to cure such default within

                                       11
<PAGE>

the time provided for in this Lease, then the mortgagee shall have an additional
thirty (30) days within which to cure such default or if such default cannot be
cured within that time, then such additional time as may be necessary if, within
such thirty (30) days, any mortgagee has commenced and is diligently pursuing
the remedies necessary to cure such default, including but not limited to
commencement of foreclosure proceedings, if necessary to effect such cure, in
which event this Lease shall not be terminated while such remedies are being so
diligently pursued.

         Landlord agrees to obtain from its lender, if any, a nondisturbance
agreement in form acceptable to Landlord and the lender, provided that as long
as Tenant performs its obligations hereunder, no foreclosure or deed in lieu of
foreclosure shall affect Tenants rights.

         Notwithstanding anything to the contrary expressed in this Lease,
Tenant agrees to amend or modify this Lease in any particulars as may be
reasonably required by any mortgagee or beneficiary of Landlord so long as any
such amendments or modifications do not materially alter the substantive rights
of Tenant herein and so long as Landlord has agreed to the same.

                                   ARTICLE 14
                                 EMINENT DOMAIN

         In the event the entire Premises shall be appropriated or taken under
the power of eminent domain this Lease shall terminate and expire as of the date
of such taking.

         In the event more than twenty-five percent (25%) of the square footage
of the Premises is taken under the power of eminent domain or by reason of any
appropriation or taking, regardless of the amount so taken, the remainder of the
Premises is not one undivided parcel of property, either Landlord or Tenant
shall have the right to terminate this Lease as of the date Tenant is required
to vacate a portion of the Premises upon giving notice in writing of such
election within thirty (30) days after receipt by Tenant from Landlord of
written notice that said Premises have been so appropriated or taken.

         If neither Landlord nor Tenant elects to so terminate this Lease,
Tenant shall remain in that portion of the Premises that shall not have been
appropriated or taken as herein provided, or in the event less than twenty-five
percent (25%) of the square footage of the Premises shall be appropriated under
the power of eminent domain by any public or quasi-public authority, and the
remainder thereof is an undivided parcel of property, then in either such event
Landlord agrees, at Landlord's cost and expense, as soon as reasonably possible
to restore the Premises on the land remaining to a complete unit of like quality
and character as existed prior to such taking; and thereafter the Minimum Rent
shall be reduced on an equitable basis, taking into account the relative value
of the portion taken as compared to the portion remaining.

         All awards for the taking of any part of the Premises shall be the
property of Landlord, whether made as compensation for diminution of value of
the leasehold estate, for the taking or the fee, or as severance damages,
provided that Tenant shall be entitled to any award for loss or damage to
Tenant's fixtures or removable personal property if the same is sought by Tenant
and is awarded separately.

                                       12
<PAGE>

         For the purposes of this Article 14, a voluntary sale or conveyance in
lieu of condemnation shall be deemed an appropriation or taking under the power
of eminent domain.

                                   ARTICLE 15
                         DESTRUCTION OF LEASED PREMISES

         If the Premises are destroyed or damaged by fire or other perils to
such an extent that they cannot be repaired and restored within one hundred
twenty (120) days, Landlord shall have the option to terminate this Lease;
otherwise Landlord shall forthwith and with due diligence, immediately following
receipt of proceeds of applicable insurance policy(ies), repair and restore said
building and Premises to substantially their condition immediately prior to such
damage or destruction. Tenant's Minimum Rent and other charges during the period
of such repair and restoration shall not abate and Tenant shall promptly pay all
amounts coming due hereunder

         If the damage or destruction referred to in the preceding paragraph
amounts to at least 25% of the Premises and occurs during the last year of the
term of this Lease, then Landlord and Tenant shall each have the option, at the
election of either of them, to terminate this Lease effective as of the date of
such damage or destruction, and any unearned rents paid in advance shall be
refunded. If this Lease shall not be terminated as provided in this paragraph,
the Premises shall be repaired and restored as hereinabove provided.

         In the event Landlord is either obligated or elects to repair and
restore the building and Premises, Landlord shall have the immediate right to
enter the Premises for such purpose.

                                   ARTICLE 16
                              BANKRUPTCY INSOLVENCY

         Tenant agrees that in the event all or substantially all Tenant's
assets are placed in the hands of a receiver or trustee, and such receivership
continues for a period of thirty (30) days, or should Tenant make an assignment
for the benefit of creditors or be finally adjudicated a bankrupt, or should
Tenant institute any proceedings under the Bankruptcy Act as the same now exists
or under any amendment thereof that may hereafter be enacted, or under any other
act relating to the subject of bankruptcy, wherein Tenant seeks to be
adjudicated a bankrupt or to be discharged of its debts or to effect a plan or
liquidation, composition of reorganization, or should any involuntary
proceedings be filed against Tenant under any such bankruptcy laws and such
proceeding not be removed within ninety (90) days thereafter, then this Lease or
any interest in and to the Premises shall not become an asset in any of such
proceedings and, in any such events and in addition to any and all rights or
remedies of Landlord hereunder or by law provided, it shall be lawful for
Landlord to declare the term hereof ended and to re-enter the Premises and take
possession thereof and remove all persons therefrom, and Tenant shall have no
further claim thereon or hereunder. The provisions of this Article 16 shall also
apply to any Guarantor of this Lease. In no event shall this Lease or any
interest of the Tenant therein be assigned or transferred by operation of law
without the express written consent of Landlord.

                                       13
<PAGE>

                                   ARTICLE 17
                           DEFAULT; RE-ENTRY; REMEDIES

         In the event of any breach of any of the terms of this Lease by Tenant,
then Landlord, besides other rights and remedies it may have under the laws in
force, shall have the immediate right of re-entry and may move all persons and
property from the Premises. Such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant. Should
Landlord elect to re-enter or should it take possession pursuant to legal
proceedings it may either terminate this Lease or it may, without terminating
this Lease, re-let said Premises or [any part thereof for such term or terms and
at such rent and upon such other terms and conditions as Landlord in its sole
discretion may deem advisable with the right to make alterations and repairs to
said Premises. Rents received by Landlord from such re-letting shall be applied:
first, to the payment of any indebtedness, other than rent due hereunder;
second, to the payment of rent due and unpaid hereunder; third, to the payment
of any cost of such re-letting; fourth, to the payment of the cost of any
alterations and repairs to the Premises; and the residue, if any, shall be held
by Landlord and applied in payment of future rent as the same may become due and
payable hereunder. Should such rents: received from such re-letting during any
month be less than that agreed to be paid during that month by Tenant hereunder,
then Tenant shall pay such deficiency to Landlord monthly. Tenant shall also pay
as soon as ascertained the cost and expense incurred by Landlord in such
re-letting or in making such alterations and repairs. No such re-entry or taking
possession of said Premises shall be construed as an election on its part to
terminate this Lease unless a written notice of such intention be given to
Tenant. Notwithstanding any such re-letting without termination, Landlord may at
any time thereafter elect to terminate this Lease in addition to any other
remedy it may have, it may recover from Tenant all damages it may incur by
reason of such breach, including the cost of recovering the Premises and
including the worth at the time or such termination of the excess, if any, of
the amount or rent and charges equivalent to rent reserved in this Lease for the
remainder of the stated term over the then reasonable rent value of the Premise
for the remainder of the stated term.

         For the purposes or this Article 17, the rent agreed to be paid by
Tenant or the amount of rent payable by Tenant shall be deemed to be the Minimum
Rent and all other sums required to be paid by Tenant pursuant to the terms of
this Lease. All such sums, other than the Minimum Rent, shall be computed on the
basis of the average monthly amount thereof, accruing during the preceding term
of the lease.

         In the event of default, all Tenant's fixtures, furniture, equipment,
improvements, additions, alterations, and other personal property shall remain
on the Premises and in that event, and continuing during the length of said
default, Landlord shall have the right to take the exclusive possession of same
and to use same, rent or charge free, until all defaults are cured or, at its
option, at any time during the term of this Lease, to require Tenant to
forthwith remove same.

         The waiver by Landlord of any breach of any term herein contained shall
not be deemed to be a waiver of such term or any subsequent breach of the same
or any other term herein contained. The subsequent acceptance of rent by
Landlord shall not be deemed to be a waiver of any preceding breach of Tenant of
any term of this Lease, other than the failure of Tenant to pay

                                       14
<PAGE>

the particular rent so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such rent. No term of this Lease
shall be deemed to have been waived by Landlord unless such waivers shall be in
writing.

         Neither party hereto shall bring any action for breach of this Lease
unless such party has given the other written notice of such breach, and such
breach remains uncured after the curative period. If the breach is the failure
pay rent or other monies due, the curative period shall be five (5) days; for
any other breach the curative period shall be thirty (30) days.

                                   ARTICLE 18
                              SURRENDER OF PREMISES

         Tenant shall, upon expiration or termination of the term hereby
created, surrender the Premises in good condition and repair, reasonable wear
and tear excepted. Tenant shall promptly surrender all keys for the Premises at
the place then fixed for payment of rent and shall inform Landlord of
combinations on any locks and safes on the Premises. At the expiration or
earlier termination of this Lease, Tenant shall execute, acknowledge and deliver
to Landlord, within five days after written demand from Landlord to Tenant, any
quit-claim deed or other document required by a title company to remove the
cloud of this Lease from the real property upon which the Premises are situated.

                                   ARTICLE 19
                                  HOLDING OVER

         If Tenant shall hold over after the Term of this Lease, Tenant shall
become a tenant on a month-to-month basis upon all the terms, covenants and
conditions herein specified, but exclusive of any renewal options.
Notwithstanding the above, if Tenant shall hold over after the Term of this
Lease without Landlord's consent, Tenant shall pay double the Minimum Rent paid
during the prior year of the Term.

                                   ARTICLE 20
                         FIXTURES AND PERSONAL PROPERTY

         Any trade fixtures, signs, and other personal property of Tenant not
permanently affixed to the Premises shall remain the property of Tenant, and
Landlord agrees that Tenant shall have the right, provided Tenant is not in
default under the terms of this Lease, at any time, and from time to time, to
remove any and all of its trade fixtures, signs, and other personal property
that, it may have stored or installed in the Premises. Tenant at its expense
shall immediately repair any damage occasioned to the Premises by reason of the
removal of any such trade fixtures, signs, and other personal property, and upon
expiration or earlier termination of this Lease, shall leave the Premises in a
neat and clean condition, free of debris. All other improvements to the Premises
by Tenant, including but not limited to floor coverings, carpeting, and
partitions, shall become the property of Landlord upon expiration or earlier
termination of this Lease.

                                       15
<PAGE>

                                   ARTICLE 21
                                  REIMBURSEMENT

         All covenants and terms herein contained to be performed by Tenant
shall be performed by it at its expense, and if Landlord shall pay any sum of
money or do any act that requires the payment of money by reason of the failure
of Tenant to perform such covenant or term, the sum or sums of money so paid by
Landlord shall be considered as additional rent and shall be payable by Tenant
on the first of the month next succeeding such payment, together with interest
at the maximum contractual rate permitted by law.

                                   ARTICLE 22
                              CONSENTS BY LANDLORD

         Whenever under this Lease provision is made for Tenant to secure the
written consent or approval by Landlord, such consent or approval shall be in
writing and shall not be unreasonably withheld.

                                   ARTICLE 23
                                     NOTICES

         Any notice required or permitted under this Lease shall be deemed
sufficiently given or served when sent by certified mail to Tenant at the
address of the Premises as set forth in Paragraph D of the Basic Lease
Provisions, and to Landlord at the address then fixed for payment of rent, and
either party may by like written notice at any time designate a
different-address to which notices shall subsequently be sent.

                                   ARTICLE 24
                    LITIGATION, COURT COSTS, ATTORNEY'S FEES

         In the event at any time either Landlord or Tenant shall institute any
action or proceeding against the other relating to the provisions of this Lease,
or any default hereunder, then and in that event, the prevailing party in such
action or proceeding shall be entitled to recover from the other party its
reasonable costs, expenses, and attorney's fees, which shall be deemed to have
accrued on the commencement of such action or proceeding and shall be
enforceable whether or not such action is prosecuted to judgment. In addition,
Landlord shall be entitled to all attorney's fees and all other costs incurred
in the preparation and service of any notice of demand hereunder, whether or not
a legal action is subsequently commenced. The parties waive trial by jury in any
action, proceeding, or counterclaim brought by either of them against the other
on any matters whatsoever arising under this Lease. This Lease shall be
construed in accordance with the laws of the Sate of Florida and the proper
venue for any legal action shall be Orange County, Florida.

                                   ARTICLE 25
                   SALE OF PREMISES BY LANDLORD OR RE-LEASING

         In the event of any sale or exchange of the Premises by Landlord and
assignment by Landlord of this Lease, Landlord shall be and is hereby entirely
relieved of all liability under all or its covenants and obligations contained
in or derived from this Lease arising out of any act,

                                       16
<PAGE>

occurrence or omission relating to the Premises or this Lease occurring after
the consummation of such sale or exchange and assignment Landlord and its
authorized agents and representatives shall be entitled to enter the Premises at
all reasonable times for the purpose of exhibiting the same to prospective
purchasers and, during the final six (6) months of the term and any extension or
renewal of the term hereof, Landlord shall be entitled to exhibit the Premises
for hire and/or for sale and to display thereon in such manner as will not
unreasonably interfere with Tenant's business the usual "For Sale" or "For
Lease" signs, and such signs shall remain unmolested on the Premises.

                                   ARTICLE 26
                                SECURITY DEPOSIT

         Tenant shall, on or before N/A, deposit with Landlord the sum, if any,
set forth in Paragraph I of the Basic Lease Provisions as "Security Deposit."
The Security Deposit shall be held by Landlord without liability for interest as
security for the faithful performance by Tenant of all the terms of this Lease.
Landlord shall have the right to commingle the Security Deposit with its other
funds.

         If any of the rent or any other sum payable by Tenant should be overdue
and unpaid or if Landlord should make payments on behalf of Tenant, or if Tenant
should fail to perform any of the terms of this Lease, then Landlord may, at its
option and without prejudice to any other remedy appropriate, apply the Security
Deposit or so much thereof as may be necessary to compensate Landlord toward the
payment of rent or Additional Charges or loss or damage sustained by Landlord
due to such breach on the part of Tenant; and Tenant shall upon demand restore
the Security Deposit to the original sum deposited. Should Tenant comply with
all of the terms of this Lease, the Security Deposit or any balance thereof
shall be returned to Tenant or, at the option of Landlord, to the last assignee
of Tenant's interest in this Lease at the expiration of the lease term.

                                   ARTICLE 27
                        NO PERSONAL LIABILITY OF LANDLORD

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

                                   ARTICLE 28
                               GRANT OF EASEMENTS

         Tenant hereby consents to any and all conveyances or grants of
easements upon the Premises that Landlord reasonably determines to be necessary
in order to adequately provide utilities to, or ingress and egress from, the
Premises.

                                       17
<PAGE>

                                   ARTICLE 29
                               PARTIAL INVALIDITY

         If any provision of this Lease is determined to be void by any court of
competent jurisdiction, such determination shall not affect any other provision
of this Lease and such other provision shall remain in full force and effect. If
any provision of this Lease is capable of two constructions, one of which would
render the provision void and one of which would render the provision valid, the
provision shall be interpreted in the manner that would render it valid.

                                   ARTICLE 30
                              ESTOPPEL CERTIFICATE

         Tenant shall, within Ten (10) days after Landlord's written request,
execute and deliver to Landlord a written declaration that this Lease is in full
force and effect; that there are no incurred defaults in Landlord's performance;
that this Lease has not been assigned, modified, supplemented, or amended
(except by such writings as shall be stated); that all conditions under this
Lease to be performed by Landlord have been satisfied; that there are no
defenses or offsets against the enforcement of this Lease by the Landlord, or
stating those claimed by Tenant; the amount of advance rent, if any (or none if
such is the case) paid by Tenant; the date to which rent has been paid; and the
amount of security deposited with Landlord. Such declaration shall be executed
and delivered by Tenant from time to time as may be requested by Landlord.
Landlord's mortgage lenders and/or purchasers shall be entitled to rely upon
same. Tenant's failure to deliver such declaration within the time permitted
hereby shall be conclusive upon Tenant that this Lease is in full force and
effect, except to the extent any modification has been represented by Landlord,
and that there are no incurred defaults in Landlord's performance, and that not
more than one month's rent has been paid in advance.

                                   ARTICLE 31
                               LATE PAYMENT CHARGE

         Tenant agrees that in the event that rent and other sums due hereunder
are received by Landlord more than five (5) business days after the date on
which they are due, Tenant shall pay to Landlord a late payment charge equal to
five percent (5%) of the total sum due, plus applicable sales tax, as liquidated
damages and not as a penalty; provided, however, the delay in imposition of the
late payment charge shall not be construed as extending the date on which sums
become due and payable hereunder, nor as extending the date on which a default
shall be deemed to have occurred by Tenant's failure to timely pay sums due to
Landlord hereunder.

                                   ARTICLE 32
                                  BROKER'S FEE

         Tenant represents and warrants to Landlord that there is no agent,
broker, finder, or other party with whom Tenant has dealt who are or may be
entitled to any commission or fee with respect to this Lease or the Premises.
Tenant shall indemnify and hold Landlord harmless from any claims arising out of
a breach of Tenant's representation and warranty set forth in the preceding
sentence.

                                       18
<PAGE>

                                   ARTICLE 33
                            ENVIRONMENTAL COMPLIANCE

         Tenant covenants and agrees not to use, generate, manage, treat,
manufacture, store, or dispose of on, under, or about the Premises or transport
to or from the Premises any Hazardous Materials (other than De Minimis Amounts).
For the purpose or this Lease, "Hazardous Materials" shall include but not be
limited to any and all chemicals, materials, or substances defined as "hazardous
substances," "hazardous materials," "hazardous wastes" or "toxic substances" in
the laws or any governmental authority having jurisdiction over the Premises
(and any other chemical, material, or substance, exposure to which is
prohibited, limited, or regulated by any such governmental authority) or any
rules or regulations adopted and guidelines promulgated pursuant to any of the
foregoing laws, as all such laws, rules, or regulations may be amended or
replaced from time to time (collectively "Hazardous Materials Laws"). The term
"De Minimis Amounts" shall mean, with respect to any given level of Hazardous
Materials, that such level or quantity of Hazardous Materials in any form or
combination of forms (i) does not constitute a violation of any Hazardous
Materials Laws, and (ii) is customarily employed in, or associated with, similar
projects in the county where the Premises are located. Tenant further covenants
and agrees to pay all costs and expenses associated with all enforcement,
removal, remedial, or other governmental or regulatory actions, agreements, or
orders threatened, instituted, or completed pursuant to any Hazardous Materials
Laws, and all audits, tests, investigations, "cleanup" reports, and other such
items incurred in connection with any efforts to complete, satisfy, or resolve
any matters, issues, or concerns, whether governmental or otherwise, arising out
of the use, generation, management, treatment, manufacturing, storage, disposal,
or transportation of Hazardous Materials in any amount by Tenant, its employees,
agents, invitees, subtenants, licensees, assignees, or contractors.

                                   ARTICLE 34
                                  MISCELLANEOUS

         A.       Time is of the essence of this Lease and the terms and
conditions hereof shall extend to and be binding upon the heirs, executors,
successors, and assigns of the parties hereto, and any mention of the singular
shall inc1ude the plural and the plural shall include the singular.

         B.       Tenant shall not record this Lease without the written consent
of Landlord.

         C.       The section headings contained in this Lease are for purposes
of reference only and shall not limit or define the meaning of any of the terms
or provisions hereof.

         D.       The word "Landlord" shall include not only the original
Landlord, but also any person or entity hereafter acquiring the Landlord's
interest in this lease.

         E.       This Lease may be amended only by an instrument in writing
signed by both parties.

         F.       It is agreed that nothing contained in this Lease shall be
deemed or construed as creating a partnership or joint venture between Landlord
and Tenant or between Landlord and any other party, or cause Landlord to be
responsible in any way for the debts or obligations of Tenant, or any other
party.

                                       19
<PAGE>

         G.       Pursuant to Section 404.056(8), Florida Statutes, Tenant is
hereby notified as follows: 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 health unit.

         IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.

                              LANDLORD:

                              Delegates, LLC, an Arizona limited liability
                              company

                              By:______________________________________________
                                    John C. White, managing member

                              TENANT:
                              The Clinton Harley Corporation,
                              a Delaware corporation

                              By:______________________________________________
                                    Robert D. Hartman, President


                                       20
<PAGE>

                                   Exhibit "A"

                                LEGAL DESCRIPTION

                     9755 Delegates Drive, Orlando, Florida
               Orange County Tax Parcel I.D. #04-24-29-6351-01-000

       That part of Block "A", ORLANDO CENTRAL PARK NUMBER SIXTY-ONE-A as
       recorded in Plat Book 29, Page 51, Public Records of Orange
       County, Florida, being described as follows: From the Northeast
       corner of Block "A", ORLANDO CENTRAL PARK NUMBER SIXTY-ONE-A as
       recorded in Plat Book 29, Page 51, Public Records of Orange
       County, Florida, run South 00 degrees 16 minutes 38 seconds East
       130.00 feet along the East boundary of said Block "A" for the
       POINT OF BEGINNING; thence run South 89 degrees 43 minutes 22
       seconds West 240.10 feet to a point on the Northerly boundary of
       said Block "A", said point being on a nontangent curve concave
       Northerly and having a radius of 60.00 feet; thence from a tangent
       bearing of South 04 degrees 51 minutes 15 seconds West, run
       Westerly 162.60 feet along the arc of said curve and said
       Northerly boundary through a central angle of 155 degrees 16
       minutes 28 seconds to the end of said curve and the beginning of a
       reverse curve concave Southwesterly, having a radius of 30.00 feet
       and an intersection angle 70 degrees 31 minutes 43 seconds; thence
       run Northwesterly 36.93 feet along the arc of said curve and said
       Northerly boundary to the end of said curve; thence run South 89
       degrees 36 minutes 00 seconds West 90.85 feet along said Northerly
       boundary to a 4" X 4" concrete monument with a disc stamped
       "LS1585 LS1819 LS3186", said 4" X 4" concrete monument being North
       89 degrees 36 minutes 00 seconds East 390.67 feet from the
       Northwest corner of the aforesaid Block "A"; thence-run South, 00
       degrees 24 minutes 00 seconds East 557.50 feet to a 4" X 4"
       concrete monument with a disc stamped "LS1585 LS1819 LS3186" being
       on the South boundary of said Block "A"; thence run North 89
       degrees 36 minutes 00 seconds East 474.37 feet to the Southeast
       corner of said Block "A"; thence run North 00 degrees 16 minutes
       38 seconds West 551.49 feet to the Point of Beginning.

                                       21

