Exhibit 6.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT ("Agreement"), dated as of February 26,1999, is entered into between Interactive Technologies.Com, Ltd., a Delaware corporation (the "Company"), and William R. Becker (the "Executive").

Recitals

Executive is currently employed by the Company as a senior executive officer and is an integral part of its management. The Board of Directors of the Company recognizes the Executive as a key founding officer of the Company's operating business, and consequently has approved the terms and conditions of the continued employment of Executive as set forth herein and has authorized the execution and delivery of this Agreement.

Agreement

For and in consideration of the foregoing and of the mutual covenants of the parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. EMPLOYMENT. The Company hereby employs Executive to serve in the capacities described herein and Executive hereby accepts such employment and agrees to perform the services described herein upon the terms and conditions hereinafter set forth.

2. TERM. The term of Executive's employment pursuant to this Agreement shall commence as of the date hereof and shall terminate at the close of business on January 01, 2005, subject to earlier termination in accordance with Section 9 hereof and the other terms, provisions, and conditions set forth herein.

3. DUTIES. Executive shall serve as and have the title of President and Chief Executive Officer of the Company and shall be the chairman of the Company's Board of Directors. Executive agrees to devote substantially all of his business time, energy, and skills to such employment while so employed.

4. COMPENSATION.

(a) Base Compensation. The Company shall pay Executive, and Executive agrees to accept, base compensation at the rate of not less than $250,000 per year in equal, weekly installments commencing as of January 01, 2000, through the term of this Agreement ("Base Compensation"). The Base Compensation specified in this Section 4(a) may be increased at any time during the term of this Agreement in the discretion of the Board of Directors and will be reviewed no less frequently than during the first quarter of each calendar year beginning in 2000. No increase in the Base Compensation pursuant to this
Section 4(a) shall at any time operate as a cancellation of this Agreement; any such increase shall operate merely as an amendment hereof, without any further action by Executive or the Company. If any such increase or increases shall be so authorized, all of the terms, provisions and conditions of this Agreement shall remain in effect as herein provided, except that the Base Compensation set forth in this Section 4(a) shall be deemed amended to set forth the higher amount of such Base Compensation to Executive.

(b) Bonus Compensation. The Company shall pay Executive an annual bonus ("Bonus Compensation") within 90 days following the end of each fiscal year of the Company during the term of Executive's employment under this Agreement. The amount of Executive's Bonus Compensation shall be determined by the Board of Directors of the Company, after consideration of any recommendations made by the Compensation Committee of the Board of Directors, based upon Executive's performance and the performance of the Company during such year. See attached bonus plan.

(c) Annual Stock Options. Employee shall be eligible to receive an annual stock option award (the "Annual Stock Options") following each fiscal year of the Company in amounts, at such exercise prices, and on such terms as the Board of Directors determines, based upon the performance of the Employee and the Company during such fiscal year. See attached option schedule.

5. FRINGE BENEFITS.

(a) Generally. Executive shall be eligible for fringe benefits pursuant to any insurance, pension or other employee fringe benefit plan approved by the Board of Directors that now or hereafter may be made available to employees of the Company and for which Executive will qualify according to his eligibility under the provisions thereof; provided, however, that such eligibility specifically does not apply to matters relating to Executive's vacation, disability benefits, automobile allowance and compensation, which matters shall be governed exclusively by the terms hereof.

(b) Vacation. During the term of this Agreement, Executive shall be entitled to five (5) weeks paid vacation per calendar year and any vacation time not taken during any calendar year shall be carried over into subsequent calendar years.

(c) Automobile. The Company shall provide Executive with full use of an automobile, appropriate for Executive's position and title, for Executive's business and personal use, which automobile shall be replaced at least every three years. The Company agrees to provide adequate insurance for the automobile and occupants and to pay all maintenance and operating costs appropriate or necessary to maintain such automobile in prime operating condition.

6. EXPENSES. During the period of his employment, Executive shall be reimbursed for his business-related expenses incurred on behalf of the Company in accordance with the travel and entertainment expense policy of the Company as adopted by the Board of Directors from time to time and in effect at the time the expense was incurred, but Executive shall be entitled to not less than first-class for air travel. Executive agrees to maintain such records and documentation of all such expenses to be reimbursed by the Company hereunder as the Company shall require and in such detail as the Company may reasonably request.

7. TERMINATION. The term of Executive's employment under this Agreement may be terminated prior to expiration of the term provided in Section 2 hereof in accordance with the following paragraphs. Any termination of the Executive's employment by the Company for Cause or otherwise shall be communicated by Notice of Termination to the Executive given in accordance with Section 14 hereof. A "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and
(iii) if the termination date is other than the date of receipt of such notice, specifies the termination date, which date shall not be more than sixty (60) calendar days after the giving of such notice. The death or disability of Executive shall in no event be deemed a termination of employment by Executive.

(a) Mutual. Executive's employment under this Agreement may be terminated upon the mutual written agreement (which may include, if so agreed to by the Board of Directors and Executive, severance payments and/or benefits) of the Company and Executive.

(b) Death. In the event of the death of Executive, the Company may terminate Executive's employment under this Agreement.

(c) Disability. If, during Executive's employment under this Agreement, Executive shall become disabled and unable to perform his duties as required herein ("Disability") for a consecutive period of one hundred eighty
(180) days, then the Company may, upon sixty (60) days' written notice to Executive, terminate Executive's employment under this Agreement.

(d) Cause. Executive's employment under this Agreement may be terminated by the Company, with Cause as herein defined upon giving Executive sixty (60) days written notice. For purposes of this Agreement, the term "Cause" shall mean the termination of the Executive by the Board of Directors of the Company as a result of the existence or occurrence of one or more of the following conditions or events:

(i) An act or acts of fraud, misappropriation, or embezzlement on the Executive's part that result in or are intended to result in his personal enrichment at the expense of the Company or its subsidiaries or affiliates.

(ii) Conviction of a felony that (a) arises in connection with the Company's business and (b) has a material adverse effect on the Company's business.

(iii) The Executive's willful or intentional failure to perform his duties as required under this Agreement; provided, that the Company shall provide Executive with written notice of such failure and Executive shall have thirty (30) days from the date Executive receives such notice to remedy such failure to perform.

(e) Change of Control. In the event of a "Change in Control" (as defined in this Section 7(e)), Executive may elect, at any time during the 180-day period immediately

following such Change in Control, to deliver 60 days' written notice to the Company of his termination of employment hereunder. Termination of Executive's employment under this Agreement pursuant to the provisions of the preceding sentence shall be deemed a termination without Cause for purposes of Section 9 hereof and shall not be deemed to be a voluntary resignation or termination by Executive. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred when:

(i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, who owns less than 20% of the Company's capital stock on the date hereof, becomes the beneficial owner of twenty-five percent or more of the capital stock of the Company;

(ii) the Company is merged with or into any other company where members of the board of directors of the Company immediately prior to such transaction do not constitute a majority of the board of directors of the Company of the surviving entity immediately following such transaction, or substantially all of the Company's assets are acquired by any other company; or

(iv) three or more directors nominated by the Board of Directors to serve as a director, each having agreed to serve in such capacity, fail to be elected in a contested election of directors.

8. DEATH AND DISABILITY. In the event of the termination of Executive's employment under this Agreement by reason of the Executive's death or Disability, the Company shall pay Executive (or his heirs and/or personal representatives): (i) Executive's Base Compensation, unused vacation entitlement, and other benefits until termination date of contract, and (ii) Executive's Bonus Compensation payable under Section 4 and Executive's Annual Stock Options for the fiscal year in which Executive's termination occurred, as if Executive had been employed by the Company for the full fiscal year.

9. SEVERANCE. In the event of the termination of Executive's employment under this Agreement for any reason other than Executive's death or disability, the Company shall provide the payments and benefits to Executive as indicated below:

(a) With Cause or Voluntary Resignation. If Executive is terminated for Cause (as defined in Section 7(d) of this Agreement), or if Executive voluntarily terminates his employment by the Company, the Company shall pay Executive, within five (5) business days after the date of termination, Executive's Base Compensation, unused vacation entitlement and all expenses in connection with Executive's use of the automobile under Section 5(c) hereof through such date of termination, and the Company shall have no further obligation to provide compensation or benefits to Executive under this Agreement; except that, to the extent that the Company's insurance, stock option and other benefit plans provide certain rights and benefits after an employee's termination, Executive may continue to receive such rights and benefits in accordance with the terms of such plans.

(b) Without Cause or Due to Change of Control. If terminated by the Company without Cause or by the Executive as a result of a Change of Control, Executive shall receive the Base Compensation, Bonus Compensation, Annual Stock Options, and the other benefits under this Agreement until the later to occur of
(x) the date thirty-six (36) months from the date of such termination and (y) January 01, 2005.

10. CONFIDENTIAL INFORMATION. Executive recognizes and acknowledges that he will have access to certain confidential information of the Company and of corporations with whom the Company does business, and that such information constitutes valuable, special and unique property of the Company and such other corporations. During the term of this Agreement and for a period of five (5) years immediately following the date of termination of this Agreement, Executive agrees not to disclose or use any confidential information, including without limitation, information regarding research, developments, "know-how," prices, suppliers, customers, costs or any knowledge or information with respect to confidential or trade secrets of the Company, it being understood that such confidential information does not include information that is publicly available unless such information became publicly available as a result of a breach of this Agreement. Executive acknowledges and agrees that all notes, records, reports, sketches, plans, unpublished memoranda or other documents belonging to the Company, but held by Executive, concerning any information relating to the Company's business, whether confidential or not, are the property of the Company and will be promptly delivered to it upon Executive's leaving the employ of the Company. Executive also agrees to execute such confidentiality agreements that the Board may adopt, and may modify from time to time, as a standard form to be executed by all employees of the Company, to the extent such standard forms are not materially more restrictive than the provisions of this Agreement.

11. INTELLECTUAL PROPERTY. Executive acknowledges and agrees that all discoveries, inventions, designs, improvements, ideas, writings, copyrights, publications, study protocols, study results, computer data or programs, or other intellectual property, whether or not subject to patent or copyright laws, which Executive shall conceive solely or jointly with others, in the course or scope of his employment with the Company or in any way related to the Company's business, whether during or after working hours, or with the use of the Company's equipment, materials or facilities (collectively referred to herein as "Intellectual Property"), shall be the sole and exclusive property of the Company without further compensation to Executive. As used in this Section 11 and the following Section 12, it is understood that the Company's principal "business" is marketing internet related products such as benefits, mortgages, and web sites. Executive shall take such steps as are deemed necessary to maintain complete and current records of the Intellectual Property conceived by the Executive, and Executive shall assign to the Company or its designees, the entire right, title and interest in said Intellectual Property.

12. NON-COMPETITION. Executive acknowledges that his services to be rendered hereunder are of a special and unusual character that have a unique value to the Company and the conduct of its business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Executive for which the Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Executive as herein above set forth, and as a material inducement to

the Company to enter into this Agreement and to pay and make available to Executive the compensation and other benefits referred to herein, Executive covenants and agrees that Executive will not, directly or indirectly, whether as principal, agent, trustee or through the agency of any corporation, partnership, association or agent (other than as the holder of not more than 10% of the total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges):

(a) while employed under this Agreement and for any period during which Executive is receiving payments from the Company (pursuant to Section 8 hereof) following a termination as a result of Employee's Disability, (i) work for (in any capacity, including without limitation director, officer or employee) any other business or company that competes with the Company and is located in the United States or within 50 miles of any branch office of the Company, or (ii) recruit, or otherwise influence or attempt to induce employees of the Company to leave the employment of the Company; and

(b) for the one-year period immediately following the termination of this Agreement due to the expiration of the term of this Agreement, termination of Executive for Cause, or Executive's voluntary resignation; and for the one-year period immediately following the last date on which Employee shall receive payments from the Company pursuant to Section 8 hereof following a termination of employment as a result of Employee's Disability, work for a company or business (in any capacity, including without limitation as director, officer, or employee) that is in the business of marketing internet related products such as benefits, mortgages, and web sites , that competes with the Company and is located in the United States or within 50 miles of any branch office of the Company.

Executive has carefully read and considered the provisions of Sections 10, 11, and 12 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees, for the protection of the business of the Company, and to ensure that Executive devotes his full-time and efforts to the business of the Company. Executive acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 12. It is the belief of the parties, therefore, that the best protection that can be given to the Company that does not in any way infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 10, 11 and 12, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

13. REMEDIES. The provisions of sections 10, 11 and 12 of this Agreement shall survive the termination of this Agreement as set forth therein, regardless of the circumstances or reasons for such termination, and inure to the benefit of the Company. The restrictions set forth in

Sections 10, 11 and 12 are considered to be reasonable for the purposes of protecting the business of the Company. The Company and Executive acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the Company if the covenants contained in Sections 10, 11 and 12 were not complied with in accordance with their terms. Accordingly, Executive agrees that the Company shall be entitled to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedy which may be available to the Company, and that the Company shall be entitled to receive from Executive reimbursement for reasonable attorneys' fees and expenses incurred by the Company in enforcing these provisions.

14. NOTICES. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered mail to the addresses below or to such other address as either party shall designate by written notice to the other:

If to the Executive: To the address set forth below his signature on the signature page hereof.

If to the Company:

15. ENTIRE AGREEMENT; MODIFICATION.

(a) This Agreement contains the entire agreement of the Company and Executive, and the Company and Executive hereby acknowledge and agree that this Agreement supersedes any prior statements, writings, promises, understandings or commitments.

(b) No future oral statements, promises or commitments with respect to the subject matter hereof, or other purported modification hereof, shall be binding upon the parties hereto unless the same is reduced to writing and signed by each party hereto.

16. ASSIGNMENT. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. The Executive may not assign his rights and obligations under this Agreement.

17. FULL SETTLEMENT. The Executive shall not be obligated to seek other employment by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The amounts payable to Executive under this Agreement shall not be reduced by any compensation payable to Executive from employment by another employer after the date of Executive's termination provided such employment does not violate the terms of Section 12 hereof. The Company agrees to pay all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Executive or the Company or others of the

validity or enforceability of, or liability under any provision of this Agreement or any guarantee of performance thereof, in each case plus interest, provided that the Executive is the prevailing party in any such contest. If the Executive is not the prevailing party each party shall pay its own legal fees and expenses except that if such contest is the result of a claimed breach of
Section 10, 11 or 12, and the Company shall be the prevailing party, the Executive shall pay the reasonable legal fees and expenses of the Company. The determination of the prevailing party in any contest shall be made by the tribunal which shall resolve such contest, or by the parties if such contest is settled without resort to any such tribunal.

18. MISCELLANEOUS.

(a) This agreement shall be subject to and governed by the laws of the State of Florida, without regard to the conflicts of laws principles thereof.

(b) The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or the interpretation of this Agreement.

(c) The failure of any party to enforce any provision of this Agreement shall in no manner affect the right to enforce the same, and the waiver by any party of any breach of any provision of this Agreement shall not be construed to be a waiver by such party of any succeeding breach of such provision or a waiver by such party of any breach of any other provision.

(d) All written notices required in this Agreement shall be sent postage prepaid by certified or registered mail, return receipt requested.

(e) In the event any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, and enforceable provision which comes closest to the intent of the parties.

(f) This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written.

Interactive Technologies.com, Ltd., a Delaware corporation

By:_______________________________________________________ Its:

Exhibit 6.2

EMPLOYMENT AGREEMENT

THIS AGREEMENT ("Agreement"), dated as of September 12,1999, is entered into between Interactive Technologies.Com Inc., a Delaware corporation (the "Company"), and Matthew Cohen (the "Executive").

Recitals

Executive is currently employed by the Company as a senior executive officer and is an integral part of its management. The Board of Directors of the Company recognizes the Executive as a key founding officer of the Company's operating business, and consequently has approved the terms and conditions of the continued employment of Executive as set forth herein and has authorized the execution and delivery of this Agreement.

Agreement

For and in consideration of the foregoing and of the mutual covenants of the parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. EMPLOYMENT. The Company hereby employs Executive to serve in the capacities described herein and Executive hereby accepts such employment and agrees to perform the services described herein upon the terms and conditions hereinafter set forth.

2. TERM. The term of Executive's employment pursuant to this Agreement shall commence as of the date hereof and shall terminate at the close of business on September 12, 2004, subject to earlier termination in accordance with Section 9 hereof and the other terms, provisions, and conditions set forth herein.

3. DUTIES. Executive shall serve as and have the title of President and Chief Executive Officer of the Company and shall be the chairman of the Company's Board of Directors. Executive agrees to devote substantially all of his business time, energy, and skills to such employment while so employed.

4. COMPENSATION.

(a) Base Compensation. The Company shall pay Executive, and Executive agrees to accept, base compensation at the rate of not less than $120,000 per year in equal, weekly installments commencing as of January 01, 1999, through the term of this Agreement ("Base Compensation"). The Base Compensation specified in this Section 4(a) may be increased at any time during the term of this Agreement in the discretion of the Board of Directors and will be reviewed no less frequently than during the first quarter of each calendar year beginning in 2000. No increase in the Base Compensation pursuant to this
Section 4(a) shall at any time operate as a cancellation of this Agreement; any such increase shall operate merely as an amendment hereof, without any further action by Executive or the Company. If any such increase or increases shall be so authorized, all of the terms, provisions and conditions of this Agreement shall remain in effect as herein provided, except that the Base Compensation set forth

in this Section 4(a) shall be deemed amended to set forth the higher amount of such Base Compensation to Executive.

(b) Bonus Compensation. The Company shall pay Executive an annual bonus ("Bonus Compensation") within 90 days following the end of each fiscal year of the Company during the term of Executive's employment under this Agreement. The amount of Executive's Bonus Compensation shall be determined by the Board of Directors of the Company, after consideration of any recommendations made by the Compensation Committee of the Board of Directors, based upon Executive's performance and the performance of the Company during such year. See attached bonus plan.

(c) Annual Stock Options. Employee shall be eligible to receive an annual stock option award (the "Annual Stock Options") following each fiscal year of the Company in amounts, at such exercise prices, and on such terms as the Board of Directors determines, based upon the performance of the Employee and the Company during such fiscal year. See attached option schedule.

5. FRINGE BENEFITS.

(a) Generally. Executive shall be eligible for fringe benefits pursuant to any insurance, pension or other employee fringe benefit plan approved by the Board of Directors that now or hereafter may be made available to employees of the Company and for which Executive will qualify according to his eligibility under the provisions thereof; provided, however, that such eligibility specifically does not apply to matters relating to Executive's vacation, disability benefits, automobile allowance and compensation, which matters shall be governed exclusively by the terms hereof.

(b) Vacation. During the term of this Agreement, Executive shall be entitled to four(4) weeks paid vacation per calendar year and any vacation time not taken during any calendar year shall be carried over into subsequent calendar years.

(c) Automobile. The Company shall provide Executive with an automobile expense, appropriate for Executive's position and title, for Executive's business and personal use.

6. EXPENSES. During the period of his employment, Executive shall be reimbursed for his business-related expenses incurred on behalf of the Company in accordance with the travel and entertainment expense policy of the Company as adopted by the Board of Directors from time to time and in effect at the time the expense was incurred, but Executive shall be entitled to not less than first-class for air travel. Executive agrees to maintain such records and documentation of all such expenses to be reimbursed by the Company hereunder as the Company shall require and in such detail as the Company may reasonably request.

7. TERMINATION. The term of Executive's employment under this Agreement may be terminated prior to expiration of the term provided in Section 2 hereof in accordance with the following paragraphs. Any termination of the Executive's employment by the Company for Cause or otherwise shall be communicated by Notice of Termination to the Executive given in accordance with Section 14 hereof. A "Notice of Termination" means a written notice which (i)

indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and (iii) if the termination date is other than the date of receipt of such notice, specifies the termination date, which date shall not be more than sixty (60) calendar days after the giving of such notice. The death or disability of Executive shall in no event be deemed a termination of employment by Executive.

(a) Mutual. Executive's employment under this Agreement may be terminated upon the mutual written agreement (which may include, if so agreed to by the Board of Directors and Executive, severance payments and/or benefits) of the Company and Executive.

(b) Death. In the event of the death of Executive, the Company may terminate Executive's employment under this Agreement.

(c) Disability. If, during Executive's employment under this Agreement, Executive shall become disabled and unable to perform his duties as required herein ("Disability") for a consecutive period of one hundred eighty
(180) days, then the Company may, upon sixty (60) days' written notice to Executive, terminate Executive's employment under this Agreement.

(d) Cause. Executive's employment under this Agreement may be terminated by the Company, with Cause as herein defined upon giving Executive sixty (60) days written notice. For purposes of this Agreement, the term "Cause" shall mean the termination of the Executive by the Board of Directors of the Company as a result of the existence or occurrence of one or more of the following conditions or events:

(i) An act or acts of fraud, misappropriation, or embezzlement on the Executive's part that result in or are intended to result in his personal enrichment at the expense of the Company or its subsidiaries or affiliates.

(ii) Conviction of a felony that (a) arises in connection with the Company's business and (b) has a material adverse effect on the Company's business.

(iii) The Executive's willful or intentional failure to perform his duties as required under this Agreement; provided, that the Company shall provide Executive with written notice of such failure and Executive shall have thirty (30) days from the date Executive receives such notice to remedy such failure to perform.

(e) Change of Control. In the event of a "Change in Control" (as defined in this Section 7(e)), Executive may elect, at any time during the 180-day period immediately following such Change in Control, to deliver 60 days' written notice to the Company of his termination of employment hereunder. Termination of Executive's employment under this Agreement pursuant to the provisions of the preceding sentence shall be deemed a termination without Cause for purposes of Section 9 hereof and shall not be deemed to be a voluntary

resignation or termination by Executive. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred when:

(i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, who owns less than 20% of the Company's capital stock on the date hereof, becomes the beneficial owner of twenty-five percent or more of the capital stock of the Company;

(ii) the Company is merged with or into any other company where members of the board of directors of the Company immediately prior to such transaction do not constitute a majority of the board of directors of the Company of the surviving entity immediately following such transaction, or substantially all of the Company's assets are acquired by any other company; or

(iv) three or more directors nominated by the Board of Directors to serve as a director, each having agreed to serve in such capacity, fail to be elected in a contested election of directors.

8. DEATH AND DISABILITY. In the event of the termination of Executive's employment under this Agreement by reason of the Executive's death or Disability, the Company shall pay Executive (or his heirs and/or personal representatives): (i) Executive's Base Compensation, unused vacation entitlement, and other benefits until termination date of contract, and (ii) Executive's Bonus Compensation payable under Section 4 and Executive's Annual Stock Options for the fiscal year in which Executive's termination occurred, as if Executive had been employed by the Company for the full fiscal year.

9. SEVERANCE. In the event of the termination of Executive's employment under this Agreement for any reason other than Executive's death or disability, the Company shall provide the payments and benefits to Executive as indicated below:

(a) With Cause or Voluntary Resignation. If Executive is terminated for Cause (as defined in Section 7(d) of this Agreement), or if Executive voluntarily terminates his employment by the Company, the Company shall pay Executive, within five (5) business days after the date of termination, Executive's Base Compensation, unused vacation entitlement and all expenses in connection with Executive's use of the automobile under Section 5(c) hereof through such date of termination, and the Company shall have no further obligation to provide compensation or benefits to Executive under this Agreement; except that, to the extent that the Company's insurance, stock option and other benefit plans provide certain rights and benefits after an employee's termination, Executive may continue to receive such rights and benefits in accordance with the terms of such plans.

(b) Without Cause or Due to Change of Control. If terminated by the Company without Cause or by the Executive as a result of a Change of Control, Executive shall receive the Base Compensation, Bonus Compensation, Annual Stock Options, and the other

benefits under this Agreement until the later to occur of (x) the date thirty-six (36) months from the date of such termination and (y) February 26, 2000.

10. CONFIDENTIAL INFORMATION. Executive recognizes and acknowledges that he will have access to certain confidential information of the Company and of corporations with whom the Company does business, and that such information constitutes valuable, special and unique property of the Company and such other corporations. During the term of this Agreement and for a period of five (5) years immediately following the date of termination of this Agreement, Executive agrees not to disclose or use any confidential information, including without limitation, information regarding research, developments, "know-how," prices, suppliers, customers, costs or any knowledge or information with respect to confidential or trade secrets of the Company, it being understood that such confidential information does not include information that is publicly available unless such information became publicly available as a result of a breach of this Agreement. Executive acknowledges and agrees that all notes, records, reports, sketches, plans, unpublished memoranda or other documents belonging to the Company, but held by Executive, concerning any information relating to the Company's business, whether confidential or not, are the property of the Company and will be promptly delivered to it upon Executive's leaving the employ of the Company. Executive also agrees to execute such confidentiality agreements that the Board may adopt, and may modify from time to time, as a standard form to be executed by all employees of the Company, to the extent such standard forms are not materially more restrictive than the provisions of this Agreement.

11. INTELLECTUAL PROPERTY. Executive acknowledges and agrees that all discoveries, inventions, designs, improvements, ideas, writings, copyrights, publications, study protocols, study results, computer data or programs, or other intellectual property, whether or not subject to patent or copyright laws, which Executive shall conceive solely or jointly with others, in the course or scope of his employment with the Company or in any way related to the Company's business, whether during or after working hours, or with the use of the Company's equipment, materials or facilities (collectively referred to herein as "Intellectual Property"), shall be the sole and exclusive property of the Company without further compensation to Executive. As used in this Section 11 and the following Section 12, it is understood that the Company's principal "business" is marketing internet related products such as benefits, mortgages, and web sites. Executive shall take such steps as are deemed necessary to maintain complete and current records of the Intellectual Property conceived by the Executive, and Executive shall assign to the Company or its designees, the entire right, title and interest in said Intellectual Property.

12. NON-COMPETITION. Executive acknowledges that his services to be rendered hereunder are of a special and unusual character that have a unique value to the Company and the conduct of its business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Executive for which the Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Executive as herein above set forth, and as a material inducement to the Company to enter into this Agreement and to pay and make available to Executive the compensation and other benefits referred to herein, Executive covenants and agrees that Executive will not, directly or indirectly, whether as principal, agent, trustee or through the

agency of any corporation, partnership, association or agent (other than as the holder of not more than 10% of the total outstanding stock of any company the securities of which are traded on a regular basis on recognized securities exchanges):

(a) while employed under this Agreement and for any period during which Executive is receiving payments from the Company (pursuant to Section 8 hereof) following a termination as a result of Employee's Disability, (i) work for (in any capacity, including without limitation director, officer or employee) any other business or company that competes with the Company and is located in the United States or within 50 miles of any branch office of the Company, or (ii) recruit, or otherwise influence or attempt to induce employees of the Company to leave the employment of the Company; and

(b) for the one-year period immediately following the termination of this Agreement due to the expiration of the term of this Agreement, termination of Executive for Cause, or Executive's voluntary resignation; and for the one-year period immediately following the last date on which Employee shall receive payments from the Company pursuant to Section 8 hereof following a termination of employment as a result of Employee's Disability, work for a company or business (in any capacity, including without limitation as director, officer, or employee) that is in the business of marketing internet related products such as benefits, mortgages, and web sites , that competes with the Company and is located in the United States or within 50 miles of any branch office of the Company.

Executive has carefully read and considered the provisions of Sections 10, 11, and 12 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, shareholders, and other employees, for the protection of the business of the Company, and to ensure that Executive devotes his full-time and efforts to the business of the Company. Executive acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 12. It is the belief of the parties, therefore, that the best protection that can be given to the Company that does not in any way infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of Sections 10, 11 and 12, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

13. REMEDIES. The provisions of sections 10, 11 and 12 of this Agreement shall survive the termination of this Agreement as set forth therein, regardless of the circumstances or reasons for such termination, and inure to the benefit of the Company. The restrictions set forth in Sections 10, 11 and 12 are considered to be reasonable for the purposes of protecting the business of the Company. The Company and Executive acknowledge that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy to the

Company if the covenants contained in Sections 10, 11 and 12 were not complied with in accordance with their terms. Accordingly, Executive agrees that the Company shall be entitled to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedy which may be available to the Company, and that the Company shall be entitled to receive from Executive reimbursement for reasonable attorneys' fees and expenses incurred by the Company in enforcing these provisions.

14. NOTICES. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered mail to the addresses below or to such other address as either party shall designate by written notice to the other:

If to the Executive: To the address set forth below his signature on the signature page hereof.

If to the Company:

15. ENTIRE AGREEMENT; MODIFICATION.

(a) This Agreement contains the entire agreement of the Company and Executive, and the Company and Executive hereby acknowledge and agree that this Agreement supersedes any prior statements, writings, promises, understandings or commitments.

(b) No future oral statements, promises or commitments with respect to the subject matter hereof, or other purported modification hereof, shall be binding upon the parties hereto unless the same is reduced to writing and signed by each party hereto.

16. ASSIGNMENT. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. The Executive may not assign his rights and obligations under this Agreement.

17. FULL SETTLEMENT. The Executive shall not be obligated to seek other employment by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The amounts payable to Executive under this Agreement shall not be reduced by any compensation payable to Executive from employment by another employer after the date of Executive's termination provided such employment does not violate the terms of Section 12 hereof. The Company agrees to pay all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Executive or the Company or others of the validity or enforceability of, or liability under any provision of this Agreement or any guarantee of performance thereof, in each case plus interest, provided that the Executive is the prevailing party in any such contest. If the Executive is not the prevailing party each party shall pay its own

legal fees and expenses except that if such contest is the result of a claimed breach of Section 10, 11 or 12, and the Company shall be the prevailing party, the Executive shall pay the reasonable legal fees and expenses of the Company. The determination of the prevailing party in any contest shall be made by the tribunal which shall resolve such contest, or by the parties if such contest is settled without resort to any such tribunal.

18. MISCELLANEOUS.

(a) This agreement shall be subject to and governed by the laws of the State of Florida, without regard to the conflicts of laws principles thereof.

(b) The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or the interpretation of this Agreement.

(c) The failure of any party to enforce any provision of this Agreement shall in no manner affect the right to enforce the same, and the waiver by any party of any breach of any provision of this Agreement shall not be construed to be a waiver by such party of any succeeding breach of such provision or a waiver by such party of any breach of any other provision.

(d) All written notices required in this Agreement shall be sent postage prepaid by certified or registered mail, return receipt requested.

(e) In the event any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, and enforceable provision which comes closest to the intent of the parties.

(f) This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written.

Interactive Technologies.com, Ltd., a Delaware corporation

By:_______________________________________ Its:

Exhibit 6.3

Commercial Office Lease (Triple Net)

THIS COMMERCIAL OFFICE LEASE ("Lease") is entered into as of the 15th day of April, 1999 ("Lease Date") by and between Landlord and Tenant as described in the following Lease Summary on the Lease Date. Landlord leases to Tenant and Tenant rents from Landlord the Premises upon the terms and conditions hereinafter set forth:

1.1.1    Landlord:                          Grip Development, Inc.

1.1.2    Landlord's Address:                110 East Atlantic Avenue, Suite 325
                                            Delray Beach, Florida 33444

1.1.3    Tenant:                            Interactive Technologies.com, Ltd.,
                                            United Interactive Technologies, Inc.,
                                            Integrated Merchant Services, Inc.,
                                            Web Classified.net, Inc.,
         Soc Sec/Fed Tax Id #               65-0484771

1.1.4    Tenant's Address:                  110 East Atlantic Avenue, Suite 400
                                            Delray Beach, Florida 33444

1.1.5    Guarantor(s):                      None

1.1.6    Guarantor(s) Address:              N/A

1.1.7    Guarantor(s) SS#:

1.1.8    Bldg. Name and Address:            The Grip Building
                                            110 East Atlantic Avenue
                                            Delray Beach, Florida 33444

1.1.9    Premises:                          Suite 400
                                            as shown on the "Floor Plan" attached
                                            hereto as Exhibit "A".

1.1.10   Gross Rentable Area                Approximately 12044.77 square feet.
         of the Premises:

1.1.11   Term:                              One Hundred and twenty (120) months,
                                            beginning on the Commencement Date
                                            and ending on the Expiration Date, unless
                                            sooner terminated as hereinafter
                                            provided.

1.1.12   Commencement Date:                 August 1, 1999

1.1.13   Expiration Date:                   July 31, 2009.

1.1.14   Security Deposit:                  First, last and one month's additional
                                            security plus operating expenses for first
                                            and last months.

1.1.15   Monthly Base Rent:

--------------------------------------------------------------------------------
        Amount Per Month                Commencing On                Ending On
   (plus applicable sales tax)
--------------------------------------------------------------------------------
              $9,755.28                August 1, 1999             July 31, 2000
--------------------------------------------------------------------------------
             $14,163.64                August 1, 2000             July 31, 2001
--------------------------------------------------------------------------------
             $14,584.55                August 1, 2001             July 31, 2002
--------------------------------------------------------------------------------
             $15,022.09                August 1, 2002             July 31, 2003
--------------------------------------------------------------------------------
             $15,472.75                August 1, 2003             July 31, 2004
--------------------------------------------------------------------------------
             $15,936.93                August 1, 2004             July 31, 2005
--------------------------------------------------------------------------------
             $16,415.04                August 1, 2005             July 31, 2006
--------------------------------------------------------------------------------
             $16,907.49                August 1, 2006             July 31, 2007
--------------------------------------------------------------------------------
             $17,414.71                August 1, 2007             July 31, 2008
--------------------------------------------------------------------------------
             $17,937.15                August 1, 2008             July 31, 2009
--------------------------------------------------------------------------------

1.1.16   Operating Expense:                 This is a triple net lease.  The Operating
                                            Expenses are not included in Monthly

                                            Base Rent described above.
                                            (Operating Expenses for 1998
                                            are estimated to be $4.50 per
                                            square foot).

1.1.17   Tenant's Share:                    29.089 percent (determined by dividing
                                            the Gross Rentable Area of the Premises
                                            by the Gross Rentable Area of the
                                            Building, multiplying the resulting
                                            quotient by 100, and rounding to the 3rd
                                            decimal place).

1.1.18   Parking Spaces:                    23 spaces 4 covered

1.1.19   Parking Charge:                    Included in Tenant's Share of Operating
                                            Expenses.  See, P. 1.1.17

1.1.20   Broker:                            Jack Lupo

1.1.21   Electric:                          Included in Tenant's Share of Operating
                                            Expenses.  See, P. 1.1.17

1.1.22   Tenant Improvements:               See, EXHIBIT "D"

1.1.23   Prepaid Rent:                      First month's Minimum Rent prepaid
                                            with the execution of this Lease.

1.1.24   Permitted Use                      Internet company.
         of Premises:

2 EXHIBITS. The following exhibits and addenda which are attached to this Lease are incorporated into and made a part of this Lease as though fully set forth herein:

EXHIBIT A -           Floor Plan showing the Premises
EXHIBIT B -           Legal Description of the Building
EXHIBIT C -           Rules and Regulations
EXHIBIT D -           Tenant Improvements
EXHIBIT F -           Guaranty of Lease

3 TERM.

3.1 Grant; Term. In consideration of the performance by the Tenant of its obligations under this Lease, the Landlord leases to the Tenant and Tenant

leases from the Landlord, for the Term, the "Premises," which Premises are shown outlined on the floor plan attached hereto and made a part hereof as Exhibit "A." The Premises, are located in that certain office building, called The Grip Building (the "Building"), located in Palm Beach, Florida, as more particularly described in Exhibit "B", attached hereto and made a part hereof. The Gross Rentable Area of the Premises, as described in the Lease Summary, is equal to the sum of the net useable area of the Premises plus a proportionate share of the Common Areas (according to B.O.M.A. standards).

The 'Term" of the Lease is the period from the Commencement Date as specified in the Lease Summary, through the Expiration Date, as specified in the Lease Summary. If the Premises are ready for occupancy prior to the Commencement Date, then Tenant shall take occupancy on such date and Tenant's obligations to pay Minimum Rent and all other charges shall commence on such date. If Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but, in that event, this Lease shall in all ways remain in full force and effect except that Minimum Rent and other charges shall be waived for the period between the Commencement Date and the time when Landlord can deliver possession; provided, however, if delivery of possession is delayed more than ninety (90) days past the scheduled Commencement Date, Tenant may terminate this Lease upon fifteen (15) days' written notice to Landlord, whereupon both parties shall be relieved of all further obligations hereunder.

Notwithstanding the foregoing, if delivery of possession is delayed due to any act or omission of Tenant, then the Commencement Date shall be the date Landlord would have delivered possession, but for Tenant's delay.

The Landlord shall have no construction or improvement obligation with respect to the Premises unless expressly provided for in a work letter agreement, which, if executed by Landlord and Tenant, shall be incorporated as Exhibit "D" to this Lease. Upon the expiration of five (5) business days following the Commencement Date, the Premises shall conclusively be assumed to be accepted by Tenant unless Tenant shall have given Landlord written notice of any contended defects in the Premises.

4 RENT.

4.1 Covenant to Pay. The Tenant shall pay to Landlord all sums due hereunder from time to time from the Commencement Date, without prior demand, together with all applicable Florida sales tax thereon; however, unless otherwise provided in this Lease, payments, other than Tenant's regular monthly payments of Minimum Rent and Operating Costs shall be payable by Tenant to Landlord within five
(5) days following demand. All rent and other charges that are required to be paid by Tenant to Landlord shall be payable at Landlord's address indicated on the Lease Summary. Monthly Rent, Operating Costs and any other charges for any "Lease Year" consisting of less than twelve (12) months shall be prorated on a per diem basis, based upon a period of 365 days. "Lease Year" means the twelve (12) full calendar months commencing on the Commencement Date. However, the final Lease Year may contain less than twelve
(12) months due to expiration or sooner termination of the Term. The Tenant agrees that its covenant to pay rent, Operating Costs and all other sums due under this Lease is an independent covenant and that all such amounts are payable without counterclaim, set-off, deduction, abatement, or reduction whatsoever, except as expressly provided for in this Lease.

4.2 Minimum Rent. Subject to any escalation which may be provided for in this Lease, the Tenant shall pay Minimum Rent for the Term in the initial amount specified in the Lease Summary, which, except for the first installment, shall be payable throughout the Term in equal monthly installments on the first day of each calendar month of each year of the Term. Such monthly installments shall be in the amounts (subject to escalation, if any) specified in the Lease Summary. The first monthly installment of Minimum Rent shall be due upon execution of this Lease. The Minimum Rent described above shall be adjusted at the beginning of the second and each succeeding Lease Year during the Term of this Lease as provided in the Lease Summary.

4.3 Operating Costs. The Tenant shall pay to the Landlord the Tenant's proportionate share of the annual Operating Costs, as hereinafter defined, for each month of the Term. The amount of Operating Costs payable to the Landlord may be estimated by the Landlord for such period as the Landlord determines from time to time (not to exceed twelve (12) months), and the Tenant agrees to pay to the Landlord the amounts so estimated in equal installments, in advance, on the first day of each month during such period. Notwithstanding the foregoing, when bills for all or any portion of Operating Costs so estimated are actually received by Landlord, the Landlord may bill the Tenant for the Tenant's proportionate share thereof, less any amount

previously paid by Tenant to Landlord on account of such item(s) by way of estimated Operating Costs payments.

Within a reasonable period of time after the end of the period for which estimated payments have been made, the Landlord shall submit to the Tenant a statement from the Landlord setting forth the actual amounts payable by the Tenant based on actual costs. If the amount the Tenant has paid based on estimates is less than the amount due based on actual costs, the Tenant shall pay such deficiency within five (5) days after submission of such statement. If the amount paid by the Tenant is greater than the amount actually due, the excess may be retained by the Landlord to be credited and applied by the Landlord to the next due installments of the Tenant's proportionate share of Operating Costs, or as to the final Lease Year, provided Tenant is not in default, Landlord will refund such excess to Tenant. The Tenant's proportionate share of Operating Costs for the final estimated period of the Term of this Lease shall be due and payable even though it may not be finally calculated until after the expiration of the Term. Accordingly, Landlord shall have the right to continue to hold Tenant's security deposit following expiration of the Term until Tenant's share of actual Operating Costs has been paid.

For purposes of this Lease, Tenants proportionate share shall be a fraction, the numerator of which is the Gross Rentable Area of the Premises and the denominator of which is the Gross Rentable Area of the Building. Tenant's proportionate share is as set forth in the Lease Summary. The term "Operating Costs" shall mean any amounts paid or payable whether by the Landlord or by others on behalf of the Landlord, arising out of Landlord's maintenance, operation, repair, replacement (if such replacement increases operating efficiency) and administration of the Building and Common Areas, including, without limitation:

            4.3.1   the cost of all real estate, personal property and other ad
                    valorem taxes, and any other levies, charges, local
                    improvement rates, and assessments whatsoever assessed or
                    charged against the Building and Common Areas, the equipment
                    and improvements therein contained, and including any amount
                    assessed or charged in substitution for or in lieu of any
                    such taxes, excluding only income or capital gains taxes
                    imposed upon Landlord, and including all costs associated
                    with the appeal of any assessment on taxes;

            4.3.2   the cost of insurance which the Landlord is obligated or
                    permitted to obtain under this Lease and any deductible
                    amount applicable to any


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                                      Commercial Office Lease. The Grip Building
                                                              page 6 of 28 pages

                    claim made by the Landlord under such insurance;

            4.3.3   the cost of security, janitorial, landscaping, garbage
                    removal, and trash removal services,

            4.3.4   the cost of heating, ventilating, and air conditioning, to
                    the extent incurred with respect to Common Areas or with
                    respect to any shared systems;

            4.3.5   the cost of all fuel, water, electricity, telephone, and any
                    other utilities used in the maintenance, operation, or
                    administration of the Building and Common Areas;

            4.3.6   salaries, wages, and any other amounts paid or payable for
                    the personnel involved in the repair, maintenance,
                    operation, security, supervision, or cleaning of the
                    Building and Common Areas; and

            4.3.7   a reasonable management fee.

4.4 Payment of Personal Property Taxes. Tenant shall pay, when due, all taxes attributable to the personal property, trade fixtures, business, occupancy, or sales of Tenant or any other occupant of the Premises and to the use of the Building by Tenant or such other occupant.

4.5 Rent Past Due. If any Payment due from Tenant shall be overdue, a late charge of five (5%) percent of the delinquent sum may be charged by Landlord. If any payment due from Tenant shall remain overdue for more than fifteen (15) days, an additional late charge in an amount equal to the lesser of the highest rate permitted by law or one and one-half (1.5% percent per month or eighteen (18%) percent per annum) of the delinquent amount may be charged by Landlord, such charge to be computed for the entire period for which the amount is overdue and which shall be in addition to and not in lieu of the five (5%) percent late charge or any other remedy available to Landlord.

4.6 Security Deposit. The Landlord acknowledges receipt of a security deposit in the amount specified on the Lease Summary to be held by the Landlord, without any liability for interest thereon, as security for the performance by the Tenant of all its obligations under this Lease. Landlord shall be entitled to commingle the security deposit with Landlord's other funds. If Tenant should default in any of its obligations under this Lease, the Landlord may at its option, but without prejudice to any other rights which the Landlord

may have, apply all or part of the security deposit to compensate the Landlord for any loss, damage, or expense sustained by the Landlord as a result of such default. If all or any part of the security deposit should be so applied, then the Tenant shall restore the security deposit to its original amount on demand of the Landlord. Subject to the provisions of section 4.3, within thirty
(30) days following termination of this Lease, if the Tenant is not then in default, the security deposit will be returned by the Landlord to the Tenant.

4.7 Landlord's Lien. To secure the payment of all rent and other sums of money due and to become due hereunder and the faithful performance of this Lease by Tenant, Tenant hereby gives to Landlord an express first and prior contract lien and security interest on all property now or hereafter acquired (including fixtures, equipment, chattels, and merchandise which may be placed in the Premises) and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such property shall not be removed therefrom without the written consent of Landlord until all arrearages in rental and other sums of money then due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest is given in addition to Landlord's statutory lien and shall be cumulative thereto. Landlord shall, in addition to all of its rights hereunder, have all of the rights and remedies of a secured party under the Florida Uniform Commercial Code. To the extent permitted by law, this Lease shall constitute a security agreement under Article 9 of the Florida Uniform Commercial Code.

5 USE OF PREMISES.

5.1 Permitted Use. The Premises shall be used and occupied only for the use specified in the Lease Summary. Tenant shall carry on its business on the Premises in a reputable manner and shall not do, omit to do, permit, or suffer to be done or exist upon the Premises anything which shall result in a nuisance, hazard, or bring about a breach of any provision of this Lease or any applicable municipal or other governmental law or regulation. Tenant shall observe all reasonable rules and regulations established by Landlord from time to time for the Building. The rules and regulations in effect as of the date hereof are attached to and made a part of this Lease as Exhibit "C." The names for the Building, which the Landlord may from time to time adopt, and every name or mark adopted by the Landlord in connection with the Building shall be used by the Tenant only in association with the business carried on in the Premises during the Term and the Tenant's use thereof shall

be subject to such regulation as the Landlord may, from time to time, impose.

5.2 Compliance with Laws. The Premises shall be used and occupied in a safe, careful, and proper manner so as not to contravene any governmental or quasi-governmental laws, regulations, or orders, or the requirements of the Landlord's or Tenant's insurers which may be in effect from time to time throughout the Term of the Lease. If, due to the Tenant's use of the Premises, repairs, improvements, or alterations should become necessary to comply with any of the foregoing, then the Tenant shall pay the entire cost thereof.

5.3 Signs. Except with the prior written consent of the Landlord, the Tenant shall not erect, install, display, inscribe, paint, or affix any signs, lettering, or advertising medium upon or above any exterior portion of the Premises. Landlord, at its expense, will provide one building standard identification sign outside the principal entry to the Premises and will provide space on a directory in the Building lobby.

5.4 Environmental Provisions. Tenant warrants and represents that it will not use or employ the Landlord's and/or the Building property's facilities, equipment, or services to handle, transport, store, treat, or dispose of any hazardous waste or hazardous substance, whether or not it has generated or produced same on the Premises. Tenant further warrants and represents that any activity on or relating to the Premises shall be conducted in full compliance with all applicable laws. Tenant agrees to defend, indemnify, and hold harmless Landlord against any and all claims, costs, expenses, damages, liability, and the like, which Landlord may hereafter be liable for, suffer, incur, or pay arising under any applicable laws which may result from or arise out of any breach of the warranties and representations by Tenant contained in this section 5.4, or out of any act, activity, violation of any applicable laws by Tenant, its agents, employees, or assigns. Tenant's liability under this section 5.4 shall survive the expiration of any termination of this Lease.

6 ACCESS AND ENTRY.

6.1 Right of Examination. The Landlord shall be entitled at all reasonable times, and upon reasonable notice (but no notice shall be required in emergencies) to enter the Premises to examine them; to make such repairs, alterations, or improvements thereto as the Landlord considers necessary or reasonably desirable; to have access to underfloor facilities and access panels to mechanical shafts and to check, calibrate, adjust and balance controls and other parts of the heating, air conditioning, ventilating, and meter control

systems. The Landlord reserves to itself the right to install, maintain, use, and repair pipes, ducts, conduits, vents, wires, and other installations leading in, through, over, or under the Premises and for this purpose, the Landlord may take all material into and upon the Premises which is required therefore. The Tenant shall not unduly obstruct any pipes, conduits, or mechanical or other electrical equipment so as to prevent reasonable access thereto. The Landlord reserves the right to use all exterior walls and roof area. The Landlord shall exercise its rights under this section, to the extent possible in the circumstances, in such manner so as to minimize interference with the Tenant' s use and enjoyment of the Premises.

6.2 Right to Show Premises. The Landlord and its agents have the right to enter the Premises at all reasonable times and upon reasonable notice to show them to prospective purchasers, lenders, or anyone else having a prospective interest in the Building, and, during the last six (6) months of the Term (or the last six (6) months of any renewal term if this Lease is renewed) to show them to prospective tenants.

            7.1.1   the structure of the Building including exterior walls and
                    roof;

            7.1.2   the mechanical, electrical, HVAC and other base building
                    systems (except such as may be installed by or be the
                    property of the Tenant or as may be serving only the
                    Premises), and

            7.1.3   the entrances, sidewalks, corridors, parking areas and other
                    facilities that, from time to time, may comprise the Common
                    Areas. So long as the Landlord is acting in good faith, the
                    Landlord shall not be responsible for any damages caused to
                    the Tenant by reason of failure of any equipment or
                    facilities serving the Building or delays in the performance
                    of any work for which the Landlord is responsible pursuant
                    to this Lease. Notwithstanding any other provisions of this
                    Lease, if any part of the Building is damaged or destroyed
                    or requires repair, replacement, or alteration as a result
                    of the act or omission of the Tenant, its employees, agents,
                    invitees, licensees, or contractors, the Landlord shall have
                    the right to perform same, and the cost of such repairs,
                    replacement or alterations shall be paid by the Tenant to
                    the Landlord upon demand. In addition, if, in an emergency,
                    it shall


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                                      Commercial Office Lease. The Grip Building
                                                             page 10 of 28 pages

                    become necessary to make promptly any repairs or
                    replacements required to made by Tenant, Landlord may enter
                    the Premises and proceed forthwith to have such repairs or
                    replacements made and pay the costs thereof. Upon demand,
                    Tenant shall reimburse Landlord for the cost of making such
                    repairs or replacements.

7.2 Maintenance and Repairs by Tenant. The Tenant shall, at its sole cost, repair or maintain the Premises (including, without limitation, floor and wall coverings, electric light bulbs and tubes and tube casings) exclusive of base building mechanical and electrical systems, all to a standard of a first class office building, with the exception only of those repairs which are the obligation of the Landlord pursuant to this Lease. All repairs and maintenance performed by the Tenant in the Premises shall be performed by contractors or workmen designated or approved by the Landlord. At the expiration or earlier termination of the Term, the Tenant shall surrender the Premises to the Landlord in as good condition and repair as the Tenant is required to maintain the Premises throughout the Term.

7.3 Approval of Tenant's Alterations. No alterations (including, without limitation, repairs, replacements, additions, or modifications to the Premises by Tenant) other than cosmetic alterations which are interior and nonstructural, shall be made to the Premises without the Landlord's written approval, which, as to exterior or structural alterations may be withheld in the Landlord's sole discretion. Any alterations by Tenant shall be performed at the sole cost of the Tenant, by contractors and workmen approved by Landlord in a good and workmanlike manner, and in accordance with all applicable laws and regulations.

7.4 Removal of Improvements and Fixtures. All Leasehold improvements and fixtures (other than those which can be removed without damage to the Premises), at the expiration of the Term or upon earlier termination of this Lease, shall become the Landlord's property. During the Term, in the usual course of its business, the Tenant may remove its trade fixtures, provided the Tenant is not in default under this Lease. Tenant shall, at the expiration or earlier termination of the Term, at its sole cost, remove such of the leasehold improvements (except for improvements installed by Landlord prior to the Commencement Date) and trade fixtures in the Premises as the Landlord shall require to be removed and restore the Premises to the condition that existed prior to Tenants installation of such fixtures. The Tenant shall, at its own expense, repair any damage caused to the Building or the Premises by such removal. If the Tenant does not remove its trade fixtures at the expiration or earlier termination of the Term, the trade fixtures shall, at the

option of the Landlord, either be removed by Landlord at the expense of the Tenant or become the property of the Landlord and may be removed from the Premises and sold or disposed of by the Landlord in such manner as it deems advisable without any accounting to Tenant.

7.5 Liens. The Tenant shall promptly pay for all materials supplied and work done in respect of the Premises so as to ensure that no lien is recorded against any portion of the Building or against the Landlord's or Tenant's interest therein. If a lien should be so recorded, the Tenant shall discharge it promptly by payment or bonding. If any such lien against the Building or Landlord's interest therein is recorded and not discharged by Tenant as above required within fifteen (15) days following recording, the Landlord shall have the right to remove such lien by bonding or payment and the cost thereof shall be paid immediately by Tenant to Landlord. Landlord and Tenant expressly agree and acknowledge that no interest of Landlord in the Premises or the Building shall be subject to any lien for improvements made by Tenant in or for the Premises, and the Landlord shall not be liable for any lien for any improvements made by Tenant. Such liability is expressly prohibited by the terms of this Lease. In accordance with applicable laws of the State of Florida, Landlord has filed in the public records of Palm Beach County, Florida, a public notice containing a true and correct copy of this paragraph; and, Tenant hereby agrees to inform all contractors and materialmen performing work in or for or supplying materials to the Premises of the existence of said notice.

7.6 Services; Utilities. Landlord shall, as part of Operating Costs, furnish the Premises with the following services in the manner that such services are provided to comparable office buildings in the area:

            7.6.1   electricity for lighting and for the operation of office
                    machines;

            7.6.2   heating, ventilation and air conditioning ("HVAC") to the
                    extent reasonably required for the comfortable occupancy by
                    the Tenant in its use of the Premises during the period on
                    weekdays, Monday through Friday, from 8:00 a.m. to 6:00
                    P.M., except for holidays declared by the federal government
                    or such shorter periods as may be prescribed by any
                    applicable policies or regulations adopted by any utility or
                    governmental agency;

            7.6.3   elevator service;

            7.6.4   rest room supplies;


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                                      Commercial Office Lease. The Grip Building
                                                             page 12 of 28 pages

            7.6.5   window washing with reasonable frequency;, and

            7.6.6   daily janitor service Monday through Friday

HVAC service for common areas at times other than 8:00 a.m. to 6:00
p.m., Monday through Friday shall be provided by Landlord, at Tenant's expense, upon written request by Tenant delivered to Landlord prior to 1:00 p.m. at least one (1) business day in advance of the date for which such service is needed. In addition, Landlord shall provide security to the Building in the manner required by this Lease. The Tenant shall pay to the Landlord, or as the Landlord directs, all gas, electricity, water, and other utility charges applicable to the Premises as separately metered or, if not so metered, as part of Tenant's proportionate share of Operating Costs.

8.1.1   All risks property insurance. Such policy shall name the
        Tenant and the Landlord as insured parties, containing a
        waiver of subrogation rights which the Tenant's insurers may
        have against the Landlord and against those for whom the
        Landlord is in law responsible including, without
        limitation, its directors, officers, agents, and employees,
        and (except with respect to the Tenant's chattels)
        incorporating a standard New York mortgagee endorsement
        (without contribution). Such insurance shall insure property
        of every kind owned by the Tenant in an amount not less than
        the full replacement cost thereof (new), with such cost to
        be adjusted not less than annually.

8.1.2   Comprehensive general liability insurance. Such policy shall
        contain inclusive limits per occurrence of not less than the
        amount specified in the Lease Summary; provide for
        cross-liability; and include the Landlord and any mortgagee
        of Landlord as additional insureds.

8.1.3   Worker's compensation and employer's liability insurance.
        Such policy(ies) shall be in compliance with applicable
        legal requirements.

Any other form of insurance which the Tenant or the Landlord, acting reasonably, should require, from time to time, in such form and amount, and

for risks against which a prudent tenant would insure. All policies referred to above shall be

8.1.4   taken out with insurers licensed to do business in Florida
        and reasonably acceptable to the Landlord;

8.1.5   be in a form reasonably satisfactory to the Landlord;

8.1.6   be non-contributing with, and shall apply only as primary
        and not as excess to any other insurance available to the
        Landlord or any mortgagee of Landlord;

8.1.7   contain an undertaking by the insurers to notify the
        Landlord by certified mail not less than thirty (30) days
        prior to any material change, cancellation, or termination,
        and

8.1.8   with respect to subsection 8.1., contain replacement cost,
        demolition cost and increased cost of construction, and
        endorsements.

Certificates of insurance on the Landlord's standard form (if provided by Landlord), or, if required by a mortgagee, copies of such insurance policies certified by an authorized officer of Tenant's insurer as being complete and current shall be delivered to the Landlord promptly upon request. If the Tenant has to take out or keep in force any insurance referred to in this section 8.1 or should any such insurance not be approved by either the Landlord or any mortgagee, and the Tenant does not commence and continue diligently to cure such default within forty-eight (48) hours after written notice by the Landlord to the Tenant specifying the nature of such default, then the Landlord shall have the right, without assuming any obligation in connection therewith, to effect such insurance at the sole cost of the Tenant and all outlays by the Landlord shall be paid by the Tenant to the Landlord without prejudice to any other rights or remedies of the Landlord under this Lease. The Tenant shall not keep or use in the Premises any article which may be prohibited by any fire or casualty insurance policy in force from time to time covering the Premises or the Building.

8.2 Loss or Damage. The Landlord shall not be liable for any death or injury arising from or out of

            8.2.1   any occurrence in, upon, at, or relating to the Building or
                    damage to property of the Tenant or of others located on the
                    Premises or elsewhere in the building, or


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            8.2.2   any loss of or damage to any property of the Tenant or
                    others,

from any cause whatsoever, including those caused by Landlord's negligence, UNLESS SUCH DEATH, INJURY, LOSS, OR DAMAGE SHOULD BE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LANDLORD. Without limiting the generality of the foregoing, the Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, falling ceiling tile, falling fixtures, steam, gas, electricity, water, rain, flood, or leaks from any part of the Premises or from the pipe sprinklers, appliances, plumbing works, roof, windows, or subsurface of any floor or ceiling of the Building or from the street or any other place or by dampness, or by any other cause whatsoever.

The Tenant agrees to indemnify the Landlord and hold it harmless from and against any and all loss including loss of Minimum Rent and Operating Costs payable in respect to the Premises, claims, actions, damages, liability, and expense of any kind whatsoever (including attorneys' fees and costs at all tribunal levels), arising from any occurrence in, upon, or at the Premises, or the occupancy, use, or improvement by the Tenant or its agents or invitees of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of the Tenant, its agents, employees and invitees or by anyone permitted to be on the Premises by the Tenant, or resulting from any cause whatsoever including, but not limited to, the negligence of Landlord UNLESS SUCH LOSS SHOULD BE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD.

8.3 Landlord's Insurance. Throughout the Term, the Landlord shall carry:

            8.3.1   "all risks" insurance on the Building and the machinery and
                    equipment contained therein or servicing the Building and
                    owned by the Landlord (excluding any property with respect
                    to which the Tenant and other tenants are obliged to insure
                    pursuant to section 8.1 or similar sections of their
                    respective leases);

            8.3.2   public liability and property damage insurance, with respect
                    to the Landlord's operations in the Building; and

            8.3.3   such other forms of insurance as the Landlord or its
                    mortgagee reasonably considers advisable. Such insurance
                    shall be in such reasonable amounts and in such reasonable
                    deductions as would be


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                                      Commercial Office Lease. The Grip Building
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                    carried by a prudent owner of a similar building, having
                    regard to size, age, and location.

9 DAMAGE AND DESTRUCTION

9.1 Damage to Premises. If the Premises are partially destroyed due to fire or other casualty, the Landlord shall diligently repair the Premises, to the extent of its obligations under section 7.1, and Minimum Rent shall abate proportionately to the portion of the Premises, if any, rendered untenantable from the date of the destruction or damage until the Landlord's repairs have been substantially completed. If the Premises are totally destroyed due to fire or other casualty, the Landlord shall diligently repair the Premises only to the extent of its obligations pursuant to section 7.1; and, Minimum Rent shall abate entirely from the date of destruction or damage to such date which is the earlier of the date tenantable, or thirty (30) days after Landlord's repairs have been substantially completed. Upon being notified by the Landlord that the Landlord's repairs have been substantially completed, the Tenant shall diligently perform all other work required to fully restore the Premises for use in the Tenants business, in every case at the Tenant' s cost and without any contribution to such cost by the Landlord, whether or not the Landlord has at any time made any contribution to the cost of supply, installation, or construction of leasehold improvements in the Premises. Tenant agrees that during any period of reconstruction or repair of the Premises, it will continue the operation of its business, within the Premises to the extent practicable. If all or any part of the Premises shall be damaged by fire or other casualty and the fire or other casualty is caused by the fault of neglect of Tenant or Tenant's agents, guests, or invitees, then Minimum Rent and all other charges shall not abate.

9.2 Termination for Damage. Notwithstanding section 9.1, if damage or destruction that should occur to the Premises or the Building is such that in the reasonable opinion of the Landlord such reconstruction or repair cannot be completed within one hundred twenty (120) days of the happening of the damage or destruction, then the Landlord may, at its option, terminate this Lease on notice to the Tenant given within thirty (30) days after such damage or destruction; and, the Tenant shall immediately deliver vacant possession of the Premises in accordance with the terms of this Lease.

10 ASSIGNMENT, SUBLEASES, AND TRANSFERS.

10.1 Transfer by Tenant. The Tenant shall not enter into, consent to, or otherwise permit any Transfer, as hereinafter defined, without the prior written consent

of the Landlord in each instance, which consent shall not be unreasonably withheld. For purposes of this Lease, "Transfer" means an assignment of this Lease in whole or in part, a sublease of all or any part of the Premises, any transaction whereby the rights of the Tenant under this Lease or to the Premises are transferred to another, any mortgage or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; and, if Tenant is a corporation or a partnership, then "Transfer" shall include the transfer of a controlling interest in the stock of the corporation or partnership interests, as applicable. If there is a permitted Transfer, the Landlord may collect Minimum Rent, Operating Costs and other payments from the transferee and apply the net amount collected to the rent or other payments required to be paid pursuant to this Lease; but, in no event shall acceptance by the Landlord of any payments by a transferee be deemed a waiver of any provisions hereof regarding Tenant. Notwithstanding any Transfer, the Tenant shall not be released from any of its obligations under this Lease. The Landlord's consent to any Transfer shall be subject to the further condition that if the sum paid by such transferee to Tenant pursuant to such Transfer exceeds the Minimum Rent, Operating Costs and other charges (if any) payable under this Lease, the amount of such excess shall be paid to the Landlord. If, pursuant to a permitted Transfer, the Tenant should receive for such Transfer from the transferee, either directly or indirectly, any consideration other than Minimum Rent, Operating Costs and other charges payable pursuant to this Lease, either in the form of cash, goods, or services, then the Tenant shall, upon receipt thereof, pay to the Landlord an amount equivalent to such consideration.

10.2 Assent by Landlord. The Landlord shall have the unrestricted right to sell, lease, convey, or otherwise dispose of the Building or any part thereof and this Lease or any interest of the Landlord in this Lease. To the extent that the purchaser or assignee from the Landlord assumes the obligations of the Landlord under this Lease, the Landlord shall thereupon and without further agreement be released of all further liability under this Lease. If the Landlord sells its interest in the Premises, it shall deliver the security deposit to the purchaser, and the Landlord will thereupon be released from any further liability with respect to the security deposit and its return to the Tenant and the purchaser shall become directly responsible to Tenant.

11 DEFAULT.

11.1 Defaults. A default by Tenant shall be deemed to have occurred hereunder, if and whenever:

11.1.1  any Minimum Rent or Tenant's proportionate share of
        Operating Costs is not paid when due whether or not any
        notice or demand for payment has been made by the Landlord;

11.1.2  any other charge which is the obligation of the Tenant under
        this Lease is in arrears and is not paid within five (5)
        days after written demand by the Landlord;

11.1.3  the Tenant should breach any of its obligations in this
        Lease (other than the payment of Minimum Rent or Operating
        Costs) and the Tenant should fail to remedy such breach
        within fifteen (15) days (or such shorter period ds may be
        provided in this Lease);

11.1.4  if such breach cannot reasonably be remedied within fifteen
        (15) days (or such shorter period), then if the Tenant
        should fail to immediately commence to remedy and thereafter
        diligently proceed to remedy such breach, in each case after
        written notice from the Landlord;

11.1.5  the Tenant should become bankrupt or insolvent;

11.1.6  any of the Landlord's policies of insurance with respect to
        the Building should be canceled or adversely changed as a
        result of Tenant' s use or occupancy of the Premises; or

11.1.7  the business operated by Tenant in the Premises should be
        closed by governmental or court order for any reason.

11.2 Remedies. In the event of any default hereunder by Tenant, then without prejudice to any other rights which it has pursuant to this Lease or at law or in equity, the Landlord shall have the following rights and remedies, which shall be cumulative ind not alternative:

            11.2.1  Landlord may cancel this Lease by notice to the Tenant and
                    retake possession of the Premises for Landlord's account.
                    Tenant shall then quit and surrender the Premises to
                    Landlord. Tenant's liability under this section 11.2 of this
                    Lease shall continue notwithstanding any expiration and
                    surrender by Tenant, or any re-entry, repossession, or
                    disposition hereunder by Landlord.

            11.2.2  Landlord may enter the Premises as agent of the Tenant to
                    take possession of any and all property of the Tenant on the
                    Premises, to


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                    store such property at the expense and risk of the Tenant or
                    to sell or otherwise dispose of such property in such manner
                    as the Landlord may see fit without notice to the Tenant.
                    Re-entry and removal may be effectuated by summary
                    dispossession proceedings, by any suitable action or
                    proceeding, or otherwise. Landlord shall not be liable in
                    any way in connection with its actions pursuant to this
                    section, to the extent that its actions are in accordance
                    with law.

            11.2.3  If this Lease should be canceled pursuant to subsection
                    11.2.1 above, then Tenant shall remain liable (in addition
                    to accrued liabilities) to the fullest extent legally
                    permissible for all rent and all of the charges Tenant would
                    have been required to pay until the date this Lease would
                    have expired had such cancellation not occurred. Tenant's
                    liability for rent shall continue notwithstanding re-entry
                    or repossession of the Premises by Landlord. In addition to
                    the foregoing, Tenant shall pay to Landlord such sums as the
                    court which has jurisdiction thereover may adjudge as
                    reasonable attorneys' fees with respect to any successful
                    lawsuit or action instituted by Landlord to enforce the
                    provisions of this Lease.

            11.2.4  Landlord may relet all or any part of the Premises for all
                    or any part of the unexpired portion of the Term of this
                    Lease or for any longer period, and may accept any rent then
                    attainable. Landlord may grant any concessions of Rent, and
                    agree to paint or make any special repairs, alterations, and
                    decorations for any new Tenant as it may deem advisable in
                    its sole and absolute discretion. Landlord shall not be
                    under any obligation either to relet or to attempt to relet
                    the Premises.

            11.2.5  If this Lease should be canceled in accordance with
                    subsection 11.2.1 above, and Landlord should so elect, the
                    Minimum Rent and Operating Costs hereunder shall be
                    accelerated, and Tenant shall pay Landlord damages in the
                    amount any and all sums which would have been due for the
                    remainder of the Term.

            11.2.6  Landlord may remedy or attempt to remedy any default of the
                    Tenant under this Lease for the account of the Tenant and to
                    enter upon the Premises for such purposes. Landlord need not
                    provide Tenant with any notice of its intention to perform
                    such covenants unless expressly required by this Lease. The
                    Landlord shall not be liable to the Tenant for any loss or
                    damage caused by acts of the Landlord in remedying or
                    attempting to remedy such default, and the Tenant shall pay
                    to the


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                                      Commercial Office Lease. The Grip Building
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                    Landlord all expenses incurred by the Landlord in connection
                    with remedying or attempting to remedy such default. Any
                    expenses incurred by Landlord shall accrue interest from the
                    date of payment by Landlord until the date of repayment by
                    Tenant at the highest rate permitted by law.

11.3 Costs. The Tenant shall pay to the Landlord on demand the costs incurred by the Landlord, including attorneys' fees and costs at all tribunal levels, incurred by the Landlord in enforcing any of the obligations of the Tenant under this Lease. In addition, upon any default by Tenant, Tenant shall also be liable to Landlord for the expenses to which Landlord may be put in re-entering the Premises, repossessing the Premises, painting, altering, or dividing the Premises, combining the Premises with an adjacent space for any new tenant, putting the Premises in proper repair, protecting and preserving the Premises by placing watchmen and caretakers therein, reletting the Premises (including attorneys' fees and disbursements, marshal's and brokerage fees, in so doing); and any other expenses reasonably incurred by Landlord.

11.4 Additional Remedies; Waiver. The rights and remedies of Landlord set forth herein shall be in addition to any other right and remedy now and hereinafter provided by law. All rights and remedies shall be cumulative and non-exclusive of each other. Any delay or omission by Landlord in exercising a right or remedy shall not be deemed to exhaust or impair the Landlord's rights, constitute a waiver of its rights, or be considered acquiescence by Landlord to a default by Tenant.

11.5 Default by Landlord. In the event of any default by Landlord, Tenant's exclusive remedy shall be an action for damages, but prior to any such action Tenant shall give Landlord written notice specifying such default with particularity; whereupon, Landlord shall have a period of thirty (30) days following its actual receipt of such notice within which to commence an appropriate cure of such default. Unless and until Landlord should fail to commence and diligently pursue the appropriate cure of such default after such notice or complete same within a reasonable period of time, Tenant shall not have any remedy or cause of action by reason thereof. Notwithstanding any provision of this Lease, Landlord shall not have any personal liability, at any time, under this Lease. In the event of any breach or default by Landlord of any term or provision of this Lease, Tenant agrees to look solely to the equity or interest then-owned by Landlord in the Building; and, in no event shall any deficiency judgment or any money judgment of any kind be sought or obtained against Landlord.

12.1.1  the status of this Lease, including whether this Lease is
        unmodified and in full force and effect (or, if there have
        been modifications, that this Lease is in full force and
        effect as modified and identifying the modification
        agreements),

12.1.2  the amount of Minimum Rent and Operating Costs then being
        paid and the dates to which same have been paid,

12.1.3  whether or not there is any existing or alleged default by
        either party with respect to which a notice of default has
        been served, or any facts existing which, with the passing
        of time or giving of notice, would constitute a default and,
        if there is any such default or fact, specifying the nature
        and extent thereof, and

12.1.4  any other matters pertaining to this Lease as to which the
        Landlord shall request in such certificate.

The Landlord and any prospective purchaser, lender, or ground lessor shall have the right to rely on such certificate.

12.2 Subordination; Attornment. This Lease and all rights of the Tenant shall be subject and subordinate to any and all mortgages, security agreements, or like instruments resulting from any financing, refinancing of collateral financing (including renewals or extensions thereof), and to any and all ground leases, made or arranged by Landlord of its interests in all or any part of the Building), from time to time in existence against the Building, whether now existing or hereafter created. Such subordination shall not require any further instrument to evidence such subordination. However, on request, the Tenant shall further evidence its agreement to subordinate this Lease and its rights under this Lease to any and all documents and to all advances made under such documents. The form of such subordination shall be made as required by the Landlord, its lender, or ground lessor. The Tenant shall promptly on request attorn to any mortgagee, or to the future owner(s) of the Building, or the purchaser at any foreclosure or sale under proceedings taken under any mortgage, security agreement, like instrument

or ground lease, and shall recognize such mortgagee, owner, or purchaser as the Landlord under this Lease.

13 USE AND MAINTENANCE OF COMMON AREAS.

13.1 Use and Maintenance of Common Areas. The Tenant and those doing business with Tenant for purposes associated with the Tenant's business on the Premises, shall have a nonexclusive license to use the Common Areas for their intended purposes during normal business hours in common with others entitled thereto and subject to any rules and regulations imposed by the Landlord. The Landlord shall keep the Common Areas in good repair and condition and shall clean the Common Areas when necessary. Subject to all of the terms, provisions, covenants, and conditions contained herein, Tenant shall have the right to use the number of parking spaces indicated in the Lease Summary in the parking lot which Landlord shall provide for the use of Tenants of the Building. Landlord shall not be liable for any damage to automobiles of any nature whatsoever to, or any theft of automobiles or other vehicles or the contents thereof, while in or about the parking lots. The Tenant acknowledges that its non-exclusive right to use any parking facilities forming part of the Building may be subject to such rules and regulations as reasonably imposed by the Landlord from time to time. The Tenant acknowledges that all Common Areas shall at all times be under the exclusive control and management of the Landlord. For purposes of this Lease, "Common Areas" shall mean those areas, facilities, utilities, improvements, equipment and, installations of the Building which serve or are for the benefit of the tenants of more than one component of the Building and which are not designated or intended by the Landlord to be leased, from time to time, or which are provided or designated from time to time by the Landlord for the benefit or use of all tenants in the Building, their employees, customers, and invitees, in common with others entitled to the use or benefit of same.

13.2 Alterations by Landlord. The Landlord may

            13.2.1  alter, add to, subtract from, construct improvements on,
                    re-arrange, and construct additional facilities in,
                    adjoining, or proximate to the Building;

            13.2.2  relocate the facilities and improvements in or comprising
                    the Building or erected on the land;


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                                      Commercial Office Lease. The Grip Building
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                  13.2.3   do such things on or in the Building as required to
                           comply with any laws, by-laws, regulations, orders,
                           or directives affecting the land or any part of the
                           Building; and

                  13.2.4   do such other things on or in the Building as the
                           Landlord, in the use of good business judgment
                           determines to be advisable, provided that
                           notwithstanding anything contained in this section
                           13.2, access to the Premises shall be available at
                           all times. The Landlord shall not be in breach of its
                           covenants for quiet enjoyment or liable for any loss,
                           costs, or damages, whether direct or indirect,
                           incurred by the Tenant due to any of the foregoing.

13.3 Tenant Relocation. Landlord shall have the right, at any time upon sixty (60) days written notice to Tenant, to relocate Tenant into other space within the Building comparable to the Premises. Upon such relocation, such new space shall be deemed the Premises and the prior space originally demised shall in all respects be released from the effect of this Lease. If the Landlord elects to relocate Tenant as above described.

                  13.3.1   the new space shall contain approximately the same
                           as, or greater usable area than the original space,

                  13.3.2   the Landlord shall improve the new space, at
                           Landlord's sole cost, to at least the standards of
                           the original space,

                  13.3.3   the Landlord shall pay the reasonable costs of moving
                           Tenant's trade fixtures and furnishings from the
                           original space to the new space,

                  13.3.4   as total compensation for all other costs, expenses,
                           and damages which Tenant may suffer in connection
                           with the relocation, including but not limited to,
                           lost profit or business interruption, no Minimum Rent
                           or Operating Costs shall be due or payable for the
                           first full calendar month of Tenant's occupancy of
                           the new space, and Landlord shall not be liable for
                           any further indirect or special expenses of Tenant
                           resulting from the relocation,

                  13.3.5   Minimum Rent, Tenant's proportionate share of
                           Operating Costs, and all other charges hereunder
                           shall be the same for the new space as for the
                           original space, notwithstanding that the new space
                           may be larger than the original space, and


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                                      Commercial Office Lease. The Grip Building
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            13.3.6  all other terms of this Lease shall apply to the new space
                    as the Premises, except as otherwise provided in this
                    paragraph.

14 CONDEMNATION.

14.1 Total or Partial Taking. If the whole of the Premises, or such portion thereof as will make the Premises unusable for the purposes leased hereunder, shall be taken by any public authority under the power of eminent domain or sold to a public authority under threat or in lieu of such taking, the Term shall cease as of the day possession or title shall be taken by such public authority, whichever is earlier ("Taking Date"), whereupon the rent and all other charges shall be paid up to the Taking Date with a proportionate refund by Landlord of any rent and all other charges paid for a period subsequent to the Taking Date. If less than the whole of the Premises, or less than such portion thereof as will make the Premises unusable for the purposes leased hereunder, the Term shall cease only as to the part so taken as of the Taking Date, and Tenant shall pay rent and other charges up to the Taking Date, with appropriate credit by Landlord (toward the next installment of rent due from Tenant) of any rent or charges paid for a period subsequent to the Taking Date. Minimum Rent, Operating Costs and other charges payable to Landlord shall be reduced in proportion to the amount of the Premises taken.

14.2 Taking For Temporary Use. If there is a taking of the Premises for temporary use, this Lease shall continue in full force and effect and Tenant shall continue to comply with Tenant's obligations under this Lease, except to the extent compliance shall be rendered impossible or impracticable by reason of the taking. Minimum Rent and other charges payable to Landlord shall be reduced in proportion to the amount of the Premises taken for the period of such temporary use.

14.3 Award. All compensation awarded or paid upon a total or partial taking of the Premises or Building including the value of the leasehold estate created hereby shall belong to and be the property of Landlord without any participation by Tenant. Tenant shall not have any claim to any such award based on Tenant's leasehold interest. However, nothing contained herein shall be construed to preclude Tenant, at its cost, from independently prosecuting any claim directly against the condemning authority in such condemnation proceeding for damage to, or cost of removal of, stock, trade fixtures, furniture, and other personal property belonging to Tenant; provided, however, that no such claim shall diminish or otherwise adversely affect Landlord's award or the award of any mortgagee.

15 GENERAL PROVISIONS.

15.1 Delay. Except as expressly provided in this Lease, whenever the Landlord or Tenant is delayed in the fulfillment of any obligation under this Lease, other than the payment of Minimum Rent, Operating Costs, or other charges, by an unavoidable occurrence which is not the fault of the party delayed in performing such obligation, then the time for fulfillment of such obligation shall be extended during the period in which such circumstances operate to delay the fulfillment of such obligation.

15.2 Holdover tenancy. If the Tenant should remain in possession of the Premises after the end of the Term without having executed and delivered a new lease or an agreement extending the Term, there shall not exist any tacit renewal of this Lease or the Term; and, the Tenant shall be deemed to be occupying the Premises as a Tenant from month-to-month at a monthly Minim um Rent payable in advance on the first day of each month equal to twice the monthly amount of both Minimum Rent and Operating Costs payable during the last month of the Term, and otherwise upon the same terms as are set forth in this Lease, so far as they are applicable to a monthly tenancy.

15.3 Waiver, Partial Invalidity. If either the Landlord or Tenant should excuse or condone any default by the other of any obligation under this Lease, this shall not constitute a waiver of such obligation in respect of any continuing or subsequent default; and in no event shall any waiver be implied. All of the provisions of this Lease are to be construed as covenants even though not expressed as such. If any such provision is held or rendered illegal or unenforceable, then it shall be considered separate and severable from this Lease and the remaining provisions of this Lease shall remain in force and effect to bind the parties as though the illegal or unenforceable provision had never been included in this Lease.

15.4 Recording. Neither the Tenant nor anyone claiming under the Tenant shall record this Lease or any memorandum hereof in any public records without the prior written consent of the Landlord.

15.5 Notices. In every case where, under the provisions of this Lease, it shall be necessary or desirable for Landlord to give to or serve upon Tenant any notice or demand, it shall be sufficient for Landlord

            15.5.1  to deliver or cause to be delivered to Tenant at the
                    Premises a written or printed copy of such notice or demand,
                    or


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            15.5.2  to send a written or printed copy of such notice or demand
                    by certified mail, return receipt requested postage prepaid,
                    addressed to Tenant at the Premises, or

            15.5.3  to leave a written or printed copy of said notice or demand
                    upon the Premises, or to post the same upon the door leading
                    into the Premises.

      15.6  Attorney's Fees. Tenant agrees to pay all attorney's fees and
            expenses of Landlord incurred in enforcing any of the obligations of
            Tenant under this Lease or in any negotiation in which Landlord
            shall, without his fault, become involved through or on account of
            this Lease. If either party or the broker named herein (if any)
            brings an action to enforce the terms hereby or declare rights
            hereunder, the party awarded the net judgment in any such action on
            trial or appeal shall be entitled to reasonable attorney's fees to
            be paid by the losing party as fixed by the court.

      15.7  Locks; Keys. No additional locks shall be placed upon any doors of
            the Premises or of the Building; and, Tenant will not permit any
            duplicate keys to be made. All necessary keys will be furnished by
            Landlord, but if more than two keys for any door lock shall be
            desired, the additional number must be paid for by Tenant. Upon the
            termination of this Lease, Tenant shall surrender to Landlord all
            keys to the premises.

      15.8  Authority. If Tenant is a corporation, trust, or general or limited
            partnership, each individual executing this Lease on behalf of such
            entity represents and warrants that he or she is duty authorized to
            execute and deliver this Lease on behalf of said entity. If Tenant
            is a corporation, trust, or partnership, Tenant shall, within thirty
            (30) days after execution of this Lease, deliver to Landlord
            evidence of such authority satisfactory to Landlord.

      15.9  Conflict. Any conflict between the printed provisions of this Lease
            and typewritten or handwritten provisions shall be controlled by the
            typewritten or handwritten provisions provided such is signed by the
            party against whom enforcement is sought.

     15.10  Brokerage. Tenant and Landlord acknowledge that they have not dealt,
            consulted or negotiated with any real estate broker, sales person or
            agent other than the Broker, if any, set forth in Section 1.1.21 of
            the Lease and each party hereby agrees to indemnify and hold
            harmless the other from and against any and all loss and liability
            resulting from or arising out of any claim that the indemnifying
            party has dealt or negotiated with any other real estate broker,
            sales person or agent in connection with this Lease.


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                                      Commercial Office Lease. The Grip Building
                                                             page 26 of 28 pages

     15.11  Entire Agreement. Tenant agrees that Landlord has not made any
            statement, promise or agreement, or taken upon itself any engagement
            whatsoever, verbally or in writing, in conflict with the terms of
            this Lease, or which in any way modifies, varies, alters, enlarges
            or invalidates any of its provisions. This Lease sets forth the
            entire understanding between Landlord and Tenant, and shall not be
            changed, modified or amended except by an instrument in writing
            signed by the party against whom the enforcement of any such change,
            modification or amendment is sought. The covenants and agreements
            herein contained shall bind, and the benefit and advantages herein
            shall inure to the respective heirs, legal representatives,
            successors and assigns of Landlord and Tenant. Whenever use, the
            singular number shall include the plural and the plural shall
            include the singular and the use of any gender shall include all
            genders. The headings set forth in this Lease are for ease of
            reference only and shall not be interpreted to modify or limit the
            provisions hereof.

     15.12  Governing law; time of essence. This Lease shall be construed in
            accordance with the laws of the State of Florida. Time is of the
            essence in the performance of all obligations under this Lease.

     15.13  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 one's county public
            health unit.

     15.14  Successors; joint and several liability. The rights and liabilities
            created by this Lease extend to and bind the successors and assigns
            of the Landlord and the heirs, executors, administrators, and
            permitted successors and assigns of the Tenant. No rights, however,
            shall inure to the benefit of any transferee unless such Transfer
            complies with the provisions of Section 10 above. If there is at any
            time more than one Tenant or more than one person constituting the
            Tenant, their covenants shall be considered to be joint and several
            and shall apply to each and every one of them.

     15.15  Captions and Section Numbers. The captions, section numbers, article
            numbers and table of contents appearing in this Lease are inserted
            only as a matter of convenience and in no way affect the substance
            of this Lease.


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                                      Commercial Office Lease. The Grip Building
                                                             page 27 of 28 pages

     15.16  Extended meanings. The words "hereof," "hereto," "hereunder," and
            similar expressions used in this Lease relate to the whole of this
            Lease and not only to the provisions in which such expressions
            appear. This Lease shall be read with all changes in number and
            gender as may be appropriate or required by the context. Any
            references to the Tenant includes, when the context allows, the
            employees, agents, invitees, and licensees of the Tenant and all
            others over whom the Tenant might reasonably be expected to exercise
            control. This Lease has been fully reviewed and negotiated by each
            party and its counsel and shall not be more strictly construed
            against either party.

     15.17  No Partnership. Nothing in this Lease shall create any relationship
            between the parties other than that of lessor and lessee; and,
            nothing in this Lease shall be deemed to imply or infer that the
            Landlord is a partner of, joint venturer with or member of a common
            enterprise with the Tenant.

     15.18  Quiet Enjoyment. If the Tenant pays rent and other charges and fully
            observes and performs all of its obligations under this Lease, the
            Tenant shall be entitled to peaceful and quiet enjoyment of the
            Premises for the Term without interruption or interference by the
            Landlord or any person claiming through the Landlord.

     15.19  Waiver of Trial by Jury. LANDLORD AND TENANT HEREBY KNOWINGLY,
            IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS
            TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR
            COUNTERCLAIM BASED ON THIS LEASE OR ARISING OUT OF, UNDER, OR IN
            CONNECTION WITH THIS LEASE OR ANY DOCUMENT OR INSTRUMENT EXECUTED IN
            CONNECTION WITH THIS LEASE, OR ANY COURSE OF CONDUCT, COURSE OF
            DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY
            PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LANDLORD
            AND TENANT TO ENTER INTO THIS LEASE.

     15.20  [End of Lease terms; signature Page follows]


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                                      Commercial Office Lease. The Grip Building
                                                             page 28 of 28 pages

Exhibit 6.4

STANDARD LEASE

This Lease ("Lease") is made and entered into as of the 6th day of July 1999, by and between Wiles Road Business Center, Ltd. ("Landlord"), having an office at 2240 Woolbright Road, Suite 300, Boynton Beach, Florida 33426 and Integrated Merchant Service, Inc. ("Tenant"). (If more than one person and/or entity shall be named herein as Tenant, their liability under this Lease shall be joint and several).

For and in consideration of the mutual covenants herein contained, Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, certain premises which are situated within the Wiles Road Business Center ("Building"), and which are more particularly described as follows 1133 Wiles Road, Coral Springs, Broward County, Florida 33065 ("Premises"). The Premises are accepted by Tenant for all purposes. As Is, Where Is. Tenant and Landlord hereby stipulate and agree for all purposes that the Premises consist of approximately 2,033 Rentable Square Feet including a portion of the Common Areas of the Building as reasonably determined by Landlord.

The use and occupancy by Tenant of the Premises shall include the use in common with other Building Tenants of the "Common Areas", which shall include but not be limited to, Building lobbies, hallways, bathroom facilities, stairwells, elevators, loading facilities, sidewalks, landscaped and vacant areas, and such other areas as reasonably determined by Landlord.

1. TERM. The term of this Lease shall be 24 Months , commencing on the 1st day of December, 1999 or upon notice by Landlord to Tenant that the Premises are substantially ready for occupancy ("Commencement Date") and ending 24 Months after Commencement Date ("Term").

Landlord shall use its best efforts to tender possession of the Premises to Tenant at the commencement of the Lease Term. Landlord shall not be subject to any liability for any failure to tender possession of the Premises to Tenant, provided that such failure occurred as a consequence of any circumstance or cause beyond Landlord's reasonable control, including but not limited to any Act of God or the failure of a prior tenant to vacate all or any portion of the Premises.

2. GROSS RENT. For the first year of the Term (12 months' occupancy), Tenant shall pay to Landlord Twenty Six Thousand Four Hundred Twenty Nine and 00/100 Dollars ($26,429.00) as gross rent ($13.00 per rentable square foot) for the Premises (the "Annual Gross Rent"), due and payable on the first day of each calendar month (first month's Rent and Security Deposit due upon Tenants' execution of this Lease) during the first year of the Term at Two Thousand Two Hundred Two and 42/100 Dollars ($2,202.42 ) per month ("Monthly Rent") together with any and all applicable sales and other taxes now or later enacted. Tenant covenants to pay without notice, deduction, set-off or

abatement to Landlord the Gross Rent. All sums due and payable by Tenant to Landlord under the terms and provisions of this Lease shall constitute "Additional Rent" under this Lease. All checks or negotiable drafts for Monthly Rent and any Additional Rent are to be made payable to the order of Landlord and mailed or hand delivered to Landlord's office or to any other office so designated by Landlord. If the Commencement Date is not on the first day of a calendar month, the first payment due and payable shall include a per diem proration payment for such partial calendar month together with Monthly Rent for the month next following the Commencement Date.

Commencing in the second (2nd) Lease Year (after 12 months of occupancy), and each Lease Year thereafter, the Annual Gross Rent shall escalate on the basis of five percent (5%) over the previous Lease Year's Annual Gross Rent plus applicable sales and other taxes thereon, now existing or later enacted. However, if the amount of Real Estate Taxes, Utilities (total of electricity, water, garbage removal) or Insurance increase in excess of 5% during any calendar year of this Lease over the previous calendar year, Tenant will be charged its proportionate share of such increase over 5%. Tenant's share of such increased costs shall be determined by multiplying the increase over 5% by a fraction, the numerator of which shall be the square footage of the Tenant's Premises and the denominator of which shall be the total leased space of the Building as reasonably determined by Landlord. For years where occupancy is less than a calendar year, Tenant's proportionate share, if any, will be prorated accordingly.

3. SECURITY DEPOSIT. Tenant shall deposit with Landlord the sum of Two Thousand Four Fifty One and 29/100 Dollars ($2,451.29) ("Security Deposit") upon execution of this Lease. This sum shall be retained by Landlord as security for the payment by Tenant of the Annual Gross Rent and other sums payable by Tenant under this Lease ("Additional Rent") and for the faithful performance by Tenant of all the other terms, covenants and conditions of this Lease. Tenant has $2,148.20 security deposit on file with Landlord. Balance of $303.09 due upon execution of this Lease Agreement.

It is understood that the Security Deposit is not to be considered as the last month's rent. However, Landlord, at Landlord's option may, at any time, apply the Security Deposit or any part thereof toward the payment of the Annual Gross Rent and/or Additional Rent toward the performance of Tenant's obligations under this Lease. Landlord may, but is not obligated to, apply a portion of the Deposit to cure any default hereunder, and Tenant shall pay on demand the amount necessary to restore the Deposit in full. The Security Deposit shall not constitute liquidated damages. Landlord shall return the unused portion of the Security Deposit to Tenant within thirty (30) days after the expiration of the Term if Tenant is not breach of this Lease, but not otherwise. If the Security Deposit is insufficient to cover Landlord's actual damages, Tenant shall pay on demand to Landlord an amount sufficient to fully compensate Landlord for Tenant's breach. Landlord may (but is not obligated to) exhaust any and all rights and remedies against Tenant before resorting to the Security

Deposit. Landlord shall not be required to pay Tenant any interest on the Security Deposit nor hold same in a separate account. If Landlord sells the Building, Landlord shall deliver the Security Deposit or the unapplied portion thereof to the new owner. Tenant agrees that if Landlord turns over the Security Deposit or the unapplied portion thereof to the new owner, Tenant shall look to the new owner only and not to Landlord for its return upon expiration of the Term. If Tenant assigns this Lease, the Security Deposit shall remain with Landlord for the benefit of the Tenant and shall be returned to such Tenant upon the same conditions as would have entitled Tenant to its return. No mortgagee of the Building will be liable for the return of any portion of the Security Deposit, except to the extent actually received by such mortgagee.

4. CONDITION OF PREMISES. Tenant shall accept the Premises "AS IS", in the condition the Premises are in at the commencement of the Term. Tenant acknowledges that Tenant has inspected and knows the condition of the Premises and acknowledges to Landlord that the Premises are in good order and repair as of the date the Term commences. No promise of Landlord to alter, remodel or improve the Premises or the Building and no representation respecting the condition of the Premises of the Building has been made by Landlord to Tenant other than as may be specifically contained in this Lease.

5. LATE CHARGES. If Monthly Rent or any Additional Rent is not received by Landlord within 10 days of the due date, including any prior amounts remaining unpaid (without in any way implying Landlord's consent to such late payment), Tenant shall, in addition, pay a late charge equal to five percent (5%) of the total amount not timely paid. Non receipt of monthly rent statement by Tenant shall not be an acceptable reason for late rent payments since monthly rent statements may be sent to Tenant merely as a reminder of Monthly Rent and Additional Rent due. If Tenant shall pay Monthly Rent or any Additional Rent with a check or bank draft which is returned unpaid or uncollected, Tenant shall pay to Landlord, in addition to the total amount due and to a 5% late charge, a Fifty Dollar ($50.00) processing fee for each such check or bank draft. In the event that two or more of Tenant's checks or bank drafts are returned unpaid or uncollected during the Term, Landlord may require, as a condition of Tenant continuing its tenancy hereunder, that all subsequent payments of Monthly Rent and Additional Rent be in the form of cash, cashier's checks or money orders. In addition, Tenant shall reimburse Landlord upon demand for all reasonable costs incurred by Landlord in the enforcement of any of the provisions of this Lease and/or the collection of any sums due to Landlord under this Lease including, without limitation, collection agency fees and attorneys' fees through all appellate actions and proceedings, if any.

6. HOLDING OVER. If Tenant retains possession of the Premises, or any part thereof, beyond the end of the Term, Tenant shall pay to Landlord an amount equal to double the Monthly Rent plus double any Additional Rent for the time Tenant thus remains in possession. In addition thereto, Tenant shall pay Landlord for all damages,

consequential as well as direct, sustained by reason by Tenant's retention of possession. If Tenant remains in possession of the Premises, or any part thereof, after the end of the Term, such holding over, at the election of Landlord, shall constitute a renewal of this Lease for another Term at double the Annual Gross Rent for the last calendar year of the Term. The provisions of this Paragraph shall not limit or in any way impair or waive Landlord's right to possession, right of re-entry or any other right or remedy given hereunder or pursuant to State or federal law.

7. LANDLORD'S LIEN. Tenant hereby pledges and conveys to Landlord a security interest ("Landlord's Lien") in all of Tenant's furniture, furnishings, goods, chattels and fixtures of every nature, kind and description whatsoever situated upon the Premises as collateral security for tile full all and prompt payment of Monthly Rent and any Additional Rent as and when due and the full and faithful performance of Tenant's covenants herein contained. Tenant also agrees that this Landlord's Lien may be enforced by distress sale, foreclosure, or by any other method, and that any and all costs incurred by Landlord by enforcement of this Landlord's Lien shall be payable to Landlord by Tenant.

8. MAINTENANCE AND REPAIR. Tenant shall at all times, and at Tenant's expense, maintain the Premises in a clean, orderly, tenantable and sanitary condition, including Building areas of common usage. Tenant shall return the Premises at the end of the Term in good order and repair, and shall be obligated to keep repaired and maintained during the Term (i) any glass windows, doors and door hardware, (ii) interior walls, floor coverings, columns and partitions,
(iii) fixtures, (iv) heating, ventilating and air conditioning appliances, (v) plumbing, electrical and sewage facilities, and (vi) any and all other appurtenances of the Premises. In the event Tenant fails to maintain the Premises as provided for herein Landlord shall have the right , but not the obligation, to perform such maintenance as is required of Tenant in which event Tenant shall reimburse Landlord for its costs in providing such maintenance or repairs together with a ten (10%) percent charge for Landlord's overhead and Tenant shall promptly reimburse Landlord for the amount so billed to Tenant by Landlord. At the end of the Term, Tenant shall pay Landlord for damages to any of the foregoing, whether or not such damages were caused by the act or neglect of Tenant or any person invited or employed by, or under the control of Tenant. Landlord shall not be responsible to make any improvements or repairs to the Premises, and Landlord's sole obligation shall be to keep the Building's roof, walls and foundation structurally sound, except that Landlord shall not be responsible to make any such repairs made necessary by any act or neglect of Tenant or any person invited or employed by, or under the contract of Tenant. Tenant will obtain at its own expense a preventative maintenance contract on its air conditioning system for the term of the Lease, and shall provide a copy of the maintenance agreement to the Landlord.

9. ACCESS TO PREMISES. Tenant shall permit Landlord, and Landlord's

agents and independent contractors, during customary business hours or, if Landlord reasonably deems an emergency situation to exist, at any time, to enter the Premises for (i) the purpose of making inspections and repairs, (ii) removing fixtures, alterations, additions, signs or placards not in conformity with those rules and regulations prescribed by Landlord from time to time, or
(iii) exhibiting the Premises for lease, appraisal, sale or mortgage, which right of Landlord shall include, within one hundred eighty (180) days prior to the end of the Term, the posting of any sign to such effect. If Landlord makes repairs or causes repairs to be made to the Premises, Tenant shall immediately pay to Landlord the costs of same after notice from Landlord.

10. BUILDING ADDITIONS & ALTERNATIONS. Landlord shall have the absolute right to make changes in and about the Building, including, without limitation, employing electrical submetering or direct metering for the Premises, and build additions to or otherwise alter the Building, without liability to Tenant, provided such alterations do not constitute a constructive eviction of Tenant from the Premises.

11. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not voluntarily or involuntarily transfer or assign this Lease or any right under it nor sublet the Premises or any part of the Premises, nor convey, mortgage, pledge, encumber or otherwise grant any interest, privilege or license whatsoever in connection with this Lease or the Premises, except with the prior written consent of Landlord, which consent will not be unreasonably withheld. Consent by Landlord to one or more assignments, sublettings or encumbrances shall not operate as a consent to any subsequent assignment, subletting or encumbrance (Tenant will be charged a $500 administrative fee for each such assignment or sublet), each of which shall require Landlord's separate consent. Any and all other costs incurred in connection with the permitted assignment or subletting of this Lease or the permitted grant of any encumbrance or other interest in connection with this Lease or the Premises shall be paid by the Tenant, which sums shall be added to and become a part of the Additional Rent.

(b) In the event of a permitted assignment of this Lease, or subletting of the Premises, Tenant shall remain fully liable and shall not be released from Tenant's obligations hereunder should any assignee or subtenant fail to fully and faithfully perform each and every of Tenant's covenants herein contained, including without limitation, the payment of Monthly Rent and any Additional Rent as and when due.

(c) Any sale or other transfer, or any series of sales or transfers, including by consolidation, merger or reorganization, of a majority of the voting stock of Tenant, if Tenant is a corporation, or any sale or other transfer, or any series of sales or transfers, of a majority of the partnership interests of Tenant, if Tenant is a partnership, shall be an assignment for purposes of this Section 12. As used in this paragraph 12(c), the term

"Tenant" shall also mean any entity which has guaranteed Tenant's obligations under this Lease, and the prohibition hereof shall be applicable to any sales or transfers of the stock or partnership interests of said guarantor.

(d) If Landlord consents to a Transfer, Tenant shall pay Landlord fifty percent (50%) of any Transfer Premium derived by Tenant from such Transfer. "Transfer Premium" shall mean all rent, Monthly Rent, Additional Rent or other consideration paid by such Transferee in excess of the Rent payable by Tenant under this Lease (on a monthly basis during the Term). If part of the consideration for such Transfer shall be payable other than in cash, Landlord's share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. The percentage of the Transfer Premium due Landlord hereunder shall be paid within the (10) days after Tenant receives any Transfer Premium from the Transferee.

(e) Notwithstanding any other provision contained in this paragraph concerning Assignment and Subletting of the Premises, Landlord shall have a Right of First Refusal within ten (10) days of it's receipt of executed sublease documents, to cancel Tenant's Lease and take back the Premises, in lieu of agreeing to a sublet or assignment.

(f) In the event Landlord consents to any assignment of this Lease, or subletting of the Premises, or any renewal of this Lease, or the exercise of any right of first refusal options granted Tenant by Landlord pursuant to this Lease or any amendments thereof, Tenant, assignee or subtenant will he requited to execute the Landlord's then current Standard Lease format.

12. LIENS BY TENANT. Tenant shall keep the Premises and the real estate of which the Premises forms a part free from any liens arising out of any work performed, materials furnished, or obligations incurred by Tenant. In the event that Tenant shall not, within five (5) days following the imposition of any such lien, cause the same to be released of record by payment or bonding over said Lien, Landlord shall have in addition to all other remedies provided herein and by law, the right but not the obligation to cause the same to be released by such means as it shall deem proper. All sums paid by Landlord and all expenses incurred by it in connection therewith shall automatically create an obligation of Tenant to pay, on demand, an equivalent amount times two to Landlord.

No work which Landlord permits Tenant to perform shall be deemed to be for the immediate use and benefit of Landlord, and no mechanic's or other lien shall be allowed against the estate of Landlord by reason of its consent to such work.

13. RULES AND REGULATIONS. Tenant shall abide by and comply with all rules and regulations now or hereinafter prescribed by Landlord for the Building and the Premises which shall be deemed part of this Lease and shall abide by and comply with all

laws, ordinances and regulations enacted by those governmental entities, whether federal, state or municipal, having jurisdiction over the Building or the Premises. Tenant shall neither permit nor commit any immoral or unlawful practice or act in or upon the Building or the Premises. Tenant shall not permit any noxious, foul or disturbing odors to emanate from the Premises nor use loudspeakers, sound systems, stereos, cassette players, CD players, phonographs, radio broadcasts or the like in a manner so as to be heard outside of the Premises. Landlord shall have no duty to enforce any rules and regulations, or the covenants contained in any other Building lease, as against any other Tenant or occupant of the Building, and Landlord shall not be liable to Tenant for violation of the same or fur any act or omission by any other tenant or occupant of the Building.

14. USE.

(a) Tenant will use and occupy the Premises for General Office and for no other use or purpose. Tenant shall not suffer or permit the Premises or any part thereof to be used in any other manner, or suffer or permit anything to be done or brought into or kept in the Premises, which would in any way: (i) violate any law or requirement of public authorities; (ii) cause injury to the Building or any part thereof, (iii) interfere with the normal operations of air conditioning, ventilating, plumbing or other mechanical or electrical systems of the Building; (iv) constitute a public or private nuisance; (v) alter the appearance of the exterior of the Building or any portion of the interior other than the Premises pursuant to the provisions of this Lease; or (vi) commit such actions or inactions that generate a direct increase in Landlord's expenses to operate the Building in which the Premises are located, which cannot be fairly allocated amongst other tenants in the Building.

(b) Tenant shall not make any alterations or additions to the Premises, or install any high voltage or amperage electrical equipment or plumbing apparatus in the Premises, without the prior written consent of Landlord. If Tenant shall require special electrical, plumbing, maintenance or other special services or equipment during the Term, and Landlord consents thereto, Tenant agrees to pay for all installation costs and all expenses incurred in connection with Tenant's use of such special services and equipment.

(c) At the termination of this Lease, Tenant shall, at Landlord's option, restore the Premises to its "as is" original condition within ten (10) days from Lease Termination. If Tenant fails to do so, Landlord shall charge Tenant for such work and Tenant shall immediately pay such charge upon demand by Landlord.

15. INDEMNITY AND INSURANCE

(a) Tenant agrees to indemnity, defend and save and hold Landlord, and Landlord's agents, managing agent, independent contractors, successors and assigns,

harmless against any and all liabilities, losses, costs and expenses (including, without limitation, any and all attorneys' fees and court costs through trial and on appeal) or any death, personal injury or property damage occurring in, on or about the Premises or the Building arising from or in any way connected with any acts, omissions, neglect or fault of Tenant, or any of Tenant's employees, agents, invitees, licensees, representative, successors or assigns, including but not limited to, any Default (hereinafter defined).

(b) Tenant shall during the Term, at Tenant's sole cost and expense, keep in full force and effect a policy of public liability insurance, including workers compensation coverage, and property damage insurance, with respect to all matters which arise in connection with Tenant's operation of the Premises. The limits of public liability coverage shall not be less than $1,000,000.00 per person and $1,000,00.00 per occurrence, and the property damage liability shall not be less than $250,000.00. The insurance policy or policies shall name Landlord, Landlord's managing agent and Tenant as additional insureds, and shall contain a clause that the insurer will not cancel or change insurance coverage without first giving Landlord twenty (20) days' prior written notice of same. The insurance shall be underwritten by a company or companies approved by Landlord, and a copy of the policy or policies and of the certificate(s) of such insurance and all endorsements or replacements thereof, shall be delivered to Landlord prior to or immediately upon Commencement Date.

(c) Tenant shall comply, at Tenant's cost and expense, with any and all requirements of the Southern Underwriters' Board and of any federal, State, and municipal government applicable to the Premises for the correction, prevention and abatement of nuisances, unsafe or hazardous conditions, or other grievances arising from Tenant's occupancy of the Premises. Tenant shall also comply in a timely manner with all occupational, professional and licensing requirements applicable to Tenant's use of the Premises.

Tenant shall promptly comply with any and all fire, emergency and evacuation procedures ordered by safety and regulatory officials having jurisdiction over the Building or the Premises.

(d) Tenant shall comply with any and all requests made by Landlord's fire or liability insurers with respect to the Building or the Premises, or both, at Tenant's cost and expense. Tenant agrees to pay any increase(s) in Landlord's fire and/or liability insurance premiums over and above the rate in effect immediately prior to the date the Term commences caused by Tenant's use or occupancy of the Premises.

(e) In no event shall Tenant engage in any business or activity or permit on the Premises any hazardous wastes or any inflammables such us gasoline, turpentine, kerosene, naphtha and benzine, or explosives or any other article of intrinsically dangerous

nature, and in no event shall Tenant, its agents, employees or invitees bring any such hazardous wastes, flammables or other articles onto the Premises. If by reason of the failure of Tenant to comply with the provisions of this paragraph, any insurance coverage is jeopardized or insurance premiums or other costs are increased, Landlord shall have the option either to terminate this lease or to require Tenant to make immediate payment of the increased costs or insurance premium, as the case may be, and the same shall be deemed Additional Rent due hereunder.

16. DIRECT CHARGES. Electricity to the Premises shall be individually metered in Tenant's name and Tenant shall pay utility company directly for monthly electricity charges to the Premises. Tenant shall also pay for any special or excessive use of building services (including, but not limited to, utilities, maintenance, cleaning, heating, cooling, and repair services provided by Landlord for the benefit of the Premises or the Building where the Premises are located), including but not limited to, excessive trash removal or water usage, and unusual sewage disposal needs. Landlord shall have the sole and exclusive right to determine if any use of the building services by Tenant is special or excessive.

17. DAMAGES TO PREMISES. If the Premises, the Building/s or any part thereof is damaged by fire or other casualty, cause or condition whatsoever and Landlord shall determine not to restore said Premises or Building/s, Landlord may, by written notice to Tenant given within sixty (60) days after such damage, terminate this Lease. Such termination shall become effective as of the date of the damage. If this Lease is not terminated as above provided and if the Premises are made partially or wholly untenantable, Landlord, at its expense, shall restore the same with reasonable promptness to the condition in which Landlord furnished the Premises to Tenant at the commencement of the Lease Term as to those items that were provided to the Premises at Landlord's expense without any reimbursement by Tenant. Landlord shall be under no obligation to restore any alteration, improvements or additions to the Premises made by Tenant or paid for by Tenant, including, but not limited to, any of the initial tenant finish done or paid for by Tenant or any subsequent changes, alterations or additions made by Tenant or reimbursed by Tenant.

If as a result of fire or other casualty, cause or condition whatsoever the Premises are made partially or wholly untenantable and, if Landlord has not given the sixty (60) days notice above provided for and fails within one hundred twenty (120) days after such damage occurs to eliminate substantial interference with Tenant's use of said Premises or substantially to restore said Premises, Tenant may terminate this Lease as of the end of said one hundred twenty (120) days by notice to Landlord given not later than five (5) days after expiration of said one hundred twenty (120) day period. If the Premises are rendered totally untenantable but this Lease is not terminated, all rent shall abate from the date of the fire or other relevant cause or condition until the Premises are ready for occupancy and

reasonably accessible to Tenant. If a portion of the Premises is untenantable, rent shall be prorated on a per diem basis and apportioned in accordance wit the portion of the Premises which is usable by the Tenant until the damaged part is ready for the Tenant's occupancy. In all cases, due allowance shall be made for reasonable delay caused by adjustment of insurance loss, strikes, labor difficulties or any cause beyond Landlord's reasonable control. For the purposes of this Lease, said Premises shall be considered tenantable so long as and to the extent that the Premises are occupied. In any event, Tenant shall he responsible for the removal, or restoration, when applicable, of all its damaged property and debris from the Premises, upon request by Landlord or else Tenant must reimburse Landlord for the cost of removal.

18. PERSONAL PROPERTY. Tenant will be solely responsible for security of the Premises and the contents thereof. All of Tenant's personal property placed upon, or moved into the Premises shall be at the sole risk of Tenant, and Landlord shall not be liable (i) for any damage or loss to any such personal property, or to Tenant or any third party, arising from the bursting or leaking of water pipes or theft or misappropriation or from any other act whether by Landlord or by a third person, or (ii) for the negligence of any co-tenant or other occupant(s) of the Premises or of the Building, or of any person whomever, including without limitation, Landlord and Landlord's agents, independent contractors, representatives, successors and assigns.

19. CONDEMNATION. If all or any portion of the Premises shall be taken, except temporarily, by any condemnation or eminent domain proceedings, this Lease shall terminate on the effective date of the final judicial order of taking. Landlord shall be entitled to all awards for such taking, except that Tenant shall be entitled to make a separate claim at the expense of Tenant against the condemning authority for moving expenses and for damages to permitted fixtures installed in the Premises; provided, however, that any award made to Tenant shall be in addition to, and shall not reduce, any award which Landlord may claim in connection with such taking, and further provided that in no event shall Tenant have any claim for the value of any remaining portion of the Term. If only a part of the Premises shall be condemned, Monthly Rent and Additional Rent shall be apportioned for the remaining tenantable area as determined by Landlord, in Landlord's sole discretion.

20. LANDLORD'S INABILITY TO PERFORM. If, by reason of inability to obtain and utilize labor, materials or supplies; circumstances directly or indirectly the results of a state of war or national or local emergency; any laws, rules, orders, regulations or requirements of any governmental authority now or hereafter in force; strikes or riots, accident in, damage to or the making of repairs, replacements or improvement to the Premises or any of the equipment thereof; or by reason of any other cause beyond the reasonable control of the Landlord including "Acts of God," Landlord shall be unable to perform or shall be delayed in the performance of any covenant to supply any service, such

nonperformance or delay in performance shall not render Landlord liable in any respect for damages to either person or property, constitute a total or partial eviction, constructive or otherwise, work an abatement of rent or relieve Tenant from the fulfillment of any covenant or agreement contained in this Lease.

21. QUIET ENJOYMENT. Upon payment by Tenant of the Monthly Rent and any Additional Rent as and when due, and upon the faithful observance and performance of all of Tenant's covenants herein contained, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term without hindrance or interruption by Landlord, or by any other person or persons lawfully or equitably claiming by, through or under Landlord, subject, nevertheless, to all of the provisions and conditions of this Lease.

22. SIGNAGE. Tenant at its own expense may provide signage on its doors and on the structure, only in conformity with prescribed building specifications and with the prior written consent of the Landlord. Tenant shall maintain such signage in good condition at all times. No other signs, banners, placards or other advertising shall be permitted. All required regulatory permits must be obtained at Tenant's expense. Landlord reserves the right to change the name or street address of the Property.

23. CONVEYANCES AND ENCUMBRANCES. Landlord shall have the unrestricted right to convey, transfer, mortgage or otherwise encumber the Premises. This Lease is and at all times shall be automatically by its terms subject and subordinate to all present and future mortgages to which Landlord is a party and which in any way affect the Premises or any interest therein, and to all recastings, renewals, modifications, consolidations, replacements or extensions of any such mortgage(s). Tenant agrees, within seven (7) days of any such request, to execute any and all documents or instruments requested by Landlord or by any mortgagee(s) to evidence the said subordinate condition of this Lease, as the same may have been amended, to any such financing, and certify, when requested by Landlord or by any mortgagee(s), that this Lease is in full force and effect. This statement, commonly referred to as an "estoppel certificate", shall be for the benefit of Landlord, and any purchaser or mortgagee of Landlord. Landlord shall be released from all liability and obligation under this Lease upon the conveyance, assignment or other transfer of this Lease or the Premises.

24. POSSESSION OR OWNERSHIP BY MORTGAGEE' AND TENANT'S ATTORNMENT.

(a) If any mortgagee comes into possession or ownership of the Premises or of the Building, or acquires Landlord's interest by foreclosure of a mortgage or otherwise, Tenant will attorn to such mortgagee. Tenant will not be entitled to a credit for Monthly Rent or any Additional Rent paid in advance in such event.

(b) If any mortgagee(s) shall request reasonable modifications to this Lease as a condition to disbursing any monies to be secured by a mortgage encumbering the Premises, Tenant agrees that within seven (7) days after such a request from Landlord, Tenant shall execute and deliver to Landlord an agreement, in form and substance satisfactory to Landlord and to said mortgagee(s), evidencing such modifications; provided, however, that such modifications do not increase Tenant's monetary obligations under this Lease or materially adversely affect Tenant's leasehold interest created by this Lease.

25. NOTICES. Whenever this Lease requires that notice or demand shall be given or served on either party to this Lease, such notice or demand may be given orally or in writing if given by the Landlord, but must be in writing by Tenant and shall be delivered personally or forwarded by certified or registered mail, return receipt required, addressed as follows:

Landlord:   Wiles Road Business Center, Ltd.
            2240 Woolbright Road, Suite 300
            Boynton Beach, Florida 33426

Tenant:     Integrated Merchant Services,
            11336 Wiles Road
            Coral Springs, FL  33076
Attn:       Bill Becker

Copy:

Attn:

26. ENTIRE AGREEMENT. This Lease contains the complete and entire agreement between Landlord and Tenant regarding use of the Building and lease of the Premises, and supersedes any and all prior oral and written agreements between Landlord and Tenant regarding such matters. This Lease may be modified only by an agreement in writing signed by both Landlord and Tenant, and no offer of surrender of the Premises by Tenant shall be binding unless accepted by Landlord in a writing signed by Landlord.

27. BENEFITS; BINDING EFFECT. This Lease shall be binding upon and inure to the benefit of the heirs, legal representatives and successors of Landlord and Tenant, and the assigns of Landlord and permitted assigns of Tenant, and shall be construed and enforced in accordance with the laws of the State of Florida. Venue for any litigation which may arise in connection with this Lease, the Building or the Premises shall be in the county

wherein the Premises is located.

28. SEVERABILITY. If any covenant or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such covenant provision to persons or circumstances (other than those as to which it is held invalid or unenforceable) shall not be affected thereby, and each and every other such covenant and provision of this Lease or portion thereof shall be valid and be enforced to the fullest extent permitted by law.

29. EVENTS OF DEFAULT. If Tenant shall (i) fail to pay to Landlord as and when due Monthly Rent or any Additional Rent, including but not limited to, late charges, processing fees or other monetary obligations as herein set forth, or
(ii) file a voluntary petition in bankruptcy or reorganization, or make any assignment for the benefit of creditors, or seek any similar relief under any present or future statute, law or regulation relating to relief of debtors, or
(iii) be adjudicated a bankrupt or have any involuntary petition in bankruptcy filed against it, or (iv) abandon or vacate the premises during the Term, or (v) fail to keep and perform any one or more of the covenants and conditions herein contained, then and in any of such events, Tenant will be deemed to be in default under this Lease ("Tenant's Default" or"Default"). If Tenant shall be in Default, Landlord will have any and all rights and remedies which the law of Florida confers upon a Landlord against a Tenant in breach or default of a Lease including, without limitation, thee right to(i) terminate this Lease and bring a lawsuit for Monthly Rent and any Additional Rent then past due, (ii) elect to accelerate the entire unpaid balance of the rent for the Term and bring a lawsuit for the collection of Monthly Rent and any Additional Rent, (iii) take possession of and lease the Premises for the account of Tenant, and (iv) seek all available equitable remedies, including without limitation, injunction. If Landlord elects to terminate this Lease for Tenant's Default and if at such time there remains any unapplied Security Deposit, then Landlord may (without waiver or impairment of Landlord's other remedies for Tenant's Default) retain the Security Deposit as liquidated and agreed upon damages, and Landlord shall also have the further right in such instance to immediate possession of the Premises. Tenant waives, on both a present and prospective basis, any and all defenses to eviction except payment of the full amount of all monies due to Landlord (with acknowledging that it may solely bring a separate action for money damages as redress for liability of Landlord, if any, to the extent provided for by the Lease). All Monthly Rent, Additional Rent or monies due of any nature under a work-out agreement and/or this Lease will not be subject to any set-off, claim or credit by the Tenant, and any claim by Tenant is only separately assertable against Landlord, if assertable at all, with no claim by Tenant being any basis for withholding or delaying payment of any Rent. Landlord's acceptance of any Rent following an event of default hereunder shall not be construed as Landlord's waiver of such event of default. No forbearance or delay by Landlord in asserting its right under this agreement or the Lease

will be the waiver of Landlord's right to enforce when Landlord determines to do so.

30. REMEDIES CUMULATIVE. Landlord's remedies under this Lease are cumulative, and the election of any right or remedy by Landlord shall not be deemed a waiver of any other right or remedy of Landlord under this Lease or otherwise.

31. ATTORNEYS' FEES AND JURY TRIAL. In the event that it shall become necessary for Landlord or Tenant to employ the services of an attorney to enforce of its rights under this Lease or to collect any sums due to it under this Lease or to remedy the breach of any covenant of this Lease on the part of the other party Tenant regardless of whether suit be brought, Tenant shall pay to Landlord such reasonable fee as shall be charged by Landlord's attorney including court and other costs associated with such services the prevailing party in any such action shall be entitled to recover all reasonable attorney's fees and costs which it may have incurred or expended in connection therewith. The Landlord and Tenant hereby expressly waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, and Tenant's use or occupancy of the Premises, including, without limitation, any claim of injury or damage. Tenant shall not interpose any counterclaim of any kind in any action or proceeding commenced by Landlord to recover possession of the Premises.

32. NO WAIVER. The failure of Landlord to insist on the performance or observance by Tenant of any one or more conditions or covenants of this Lease shall not be construed as a waiver or relinquishment of the future performance of any such covenant or condition, and Tenant's obligation with respect to such future performance shall continue in full force and effect.

33. LANDLORD'S PROPERTY. Tenant shall look solely to Landlord's ownership interest in the Building for the satisfaction of any judgment or decree requiring the payment of money by Landlord, or by Landlord's agents, representatives, successors or assigns, to Tenant, or to any person claiming by or through Tenant, in connection with this Lease, and no other property or asset of Landlord real or personal, tangible or intangible, shall be subject to levy, execution or other enforcement procedure for the satisfaction of any such judgment or decree.

34. GENDER. The terms Landlord and Tenant as herein contained shall include the singular and/or the plural, the masculine, the feminine, and/or the neuter, the heirs, successors, executors, administrators, personal representatives and/or assigns, wherever and whenever the context so requires or admits.

35. CAPTIONS. The captions of the various paragraphs of this Lease have been inserted for the purpose of convenience only. Such captions are not a part of this Lease and

shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this Lease.

36. COUNTERPARTS. This Lease may be executed in several counterparts, all of which shall constitute one and the same Lease between Landlord and Tenant.

37. FORCE MAJEURE. Landlord does not warrant that any of the services which Landlord may supply, will be free from interruption. Tenant acknowledges that any one or more of such services may be suspended by reason of accident or repair, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or other causes beyond the reasonable control of Landlord. No such interruption or discontinuance of service shall ever be deemed an eviction or a disturbance of Tenant's use, enjoyment and possession of the Premises or any part thereof, or render Landlord liable to Tenant for damages by abatement or reduction of Annual Gross Rent or any Additional Rent or relieve Tenant from the performance of any of Tenant's obligations under this Lease.

38. BROKERS. Each party represents to the other that they have dealt with no real estate or leasing brokers in conjunction with this Lease except the following broker which broker shall be entitled to a commission from Landlord:

N/A

Each party agrees and warrants to indemnify and hold harmless the other from any claims of other brokers for payment of fees or charges of any kind including attorneys' fees, in conjunction with this transaction. The foregoing shall survive the end of the Term.

39. TIME OF THE ESSENCE. Each of Tenant's covenants herein is a condition and time is of the essence with respect to the performance of every provision of this Lease and the strict performance of each shall be a condition precedent Tenant's rights to remain in possession of the Premises or to have this Lease continue in effect.

40. HAZARDOUS WASTE. Tenant warrants and represents that it will, during the period of its occupancy of the Premises under this Lease, comply with all federal, State and Local laws, regulations and ordinances with respect to the use, storage, treatment, disposal or transportation of Hazardous Substances. Tenant shall indemnify and hold Landlord harmless from and against any claims, fines, judgments, penalties, costs to detect and rectify such condition, liabilities or losses (including, without limitation, reasonable attorneys' fees and costs at trial and on appeal) arising from the breach of the preceding warranty and representation.

For the purposes of this Paragraph, the term "Hazardous Substances" shall be

interpreted broadly to include but not be limited to, substances designated as hazardous under the Resource Conservation and Recover Act, 42 U.S.C. ss.9601, et seg., the Federal Water Pollution Control Act, 33 U.S.C. ss. 1257, et seg., the Clean Air Act, 42 U.S.C. ss.200 1, et seg., or the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. ss.9601, et seg., any applicable State Law or regulation. The term shall also be interpreted to include but not be limited to any substance which after release into the environment and upon exposure, ingestion, inhalation or assimilation, either directly from the environment or directly by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer and/or genetic abnormalities, and oil and petroleum based derivatives.

The provisions of this Paragraph shall be in addition to any other obligations or liabilities Tenant may have to Landlord at law and equity and shall survive termination of this Lease.

Tenant shall not store or dispose of any hazardous material or waste in or about the Premises. Tenant shall indemnify and hold Landlord harmless from and against any claims, damages, costs, expenses or actions which arise out of any breach of this provision and such indemnity shall survive the termination of the Lease, except those specifically used in Tenant's business, which use has been disclosed to and approved in writing by Landlord. In such event, Tenant shall
(a) properly dispose of same and shall provide Landlord with a written plan detailing such disposal and (b) during the Term, at Tenant's cost and expense, keep in full force and effect a Hazardous Material Facility License. Tenant shall provide to Landlord a copy of the Hazardous Material Facility License.

41. 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.

42. NO PARTNERSHIP. Nothing contained in this Lease shall constitute or be construed to be or create a partnership, joint venture or any other relationship between Landlord and Tenant other than the relationship of Landlord and Tenant.

43. RECORDING. Tenant shall not record this Lease or any portion hereof or any reference hereto. If Tenant shall record this Lease, or shall permit or cause this Lease, or any portion hereof or reference hereto be recorded, this Lease shall terminate at Landlord's option or Landlord may declare default hereunder and pursue any and all of its remedies provided in this Lease.

Executed as of the date above first-written.

Signed and delivered in presence of:
(Two witnesses required)

_________________________________   By:_________________________________
                                          Wiles Road Business Center, Ltd.
_________________________________
      (As to Landlord)


                                    CORPORATE TENANT:

_________________________________   By:  ________________________________

_________________________________   _____________________________________
      (As To Tenant)                Print Name


                                    NON CORPORATE TENANT:

_________________________________   By:  _________________________________

_________________________________   ______________________________________
      (As To Tenant)                Print Name

WILES ROAD BUSINESS CENTER

EXHIBIT"A"

Addendum No. One to Lease Agreement

THIS ADDENDUM TO LEASE AGREEMENT is made and entered into as of the 6th day of July 1999 by and between Wiles Road Business Center, Ltd. ("Landlord") and Integrated Merchant Services. Inc. ("Tenant").

WITNESSETH

WHEREAS, Landlord and Tenant are entering into a certain Lease agreement (the "Lease"), simultaneously with the execution of this Addendum, under which Landlord leases to Tenant and Tenant leases from Landlord approximately 2,033 rentable square feet at the Wiles Road Business Center, 11336 Wiles Road, Coral Springs, FL 33065.

Landlord and Tenant desire this Addendum to form a part of the Lease. Except as modified below, all other terms, provisions, and conditions of the Lease shall remain unchanged.

1) Landlord will allow Integrated Merchant Services, Inc. to lease 11340 & 11342 Wiles Road, located within the Wiles Road Business Center, which consists of 2,725 rentable square feet, in "AS IS" condition, for a term of ninety (90) days, commencing on July 1, 1999, at a flat rate of $600.00 per mouth plus sales tax. This agreement is cancelable by Landlord with thirty (30) days written notice to Tenant.

2) Tenant shall be responsible to maintain insurance coverage on 11340 & 11342 Wiles Road in accordance with paragraph 15(b) of the Lease Agreement.

3) Tenant shall be responsible for all telephone and electricity charges in connection with conducting business in 11340 & 11342 Wiles Road.

IN WITNESS WHEREOF, Landlord and Tenant having duly executed this Addendum No. 1 to Lease Agreement as of the day and year first above written, each acknowledges receipt of an executed original hereof.

Witnesses:                          LANDLORD:
                                    Wiles Road Business Center, Ltd.

_____________________________       By:__________________________________

_____________________________
(As to Landlord)


Witnesses:                          TENANT:

_________________________________   By:___________________________________

_________________________________   ______________________________________
(As to Tenant)                      Print Name

Exhibit 6.5

ATRIUM FINANCIAL CENTER
LEASE AGREEMENT

THIS LEASE, made and entered into this 28 day of October, 1991, by and between MASS MUTUAL LIFE INSURANCE CO. (the "Lessor") , whose address is 3475 Lenox Road, Suite 600, Atlanta, Ga. 30326, and EXPRESS FINANCIAL CORPORATION (the "Lessee") whose address is 1515 N. Federal Highway, Suite 107, Boca Raton, Florida 33432.

WITNESSETH THAT:

In consideration of the mutual promises, covenants and conditions herein contained, and the rent reserved by Lessor, to be paid by Lessee to Lessor, Lessor hereby leases to Lessee and Lessee hereby rents from Lessor, that certain real property situated in Palm Beach County, Florida, hereinafter described, for the term and at the rentals and upon the terms and conditions hereinafter set forth.

1. PREMISES. The real property (the "Premises") hereby leased, let and demised by Lessor unto Lessee, is Suite #107 (formerly known as Suite 100) located on the 1st floor of a four (4) story office building (the "Building") at 1515 North Federal Highway, Boca Raton, Florida 33432, known as Atrium Financial Center, and located as shown on Exhibit 1 hereto. The rentable square footage of the Premises is 3,503 square feet, which is the sum of the actual square footage plus fifteen percent (15%) of such square footage which is deemed to be allotted for hallways, elevators, stairways, toilets, electrical, janitorial and other such common areas. The location of the Premises within the Building is more particularly depicted in Exhibit 2 attached hereto.

2. TERM. The term of this Lease, and the accrual of rents hereunder shall commence on the date (the "Commencement Date") hereinafter defined and shall extend to the 5th anniversary (the "Expiration Date") at 12:00 P.M. (midnight). The Commencement Date shall be April 1, 1992 as verified by an executed document which is a part of this Lease Agreement (Exhibit 3) attached hereto.

3. RENT. Lessee agrees to pay Lessor, without demand, set off or deduction, a fixed annual minimum rent (the "Base Rent"), net for the first year of this Lease the total amount of $28,024.00 payable in equal monthly installments of $2,335.33 subject to upward adjustment commencing in the third
(3rd) Lease Year, for increases on an annual basis of CPI, maximum five percent (5%) per annum, plus one-twelfth (1/12) of the prorata share of the Building operating costs as it relates to the Premises in square foot cost annually over the life of this Lease. The total square footage of the leased area is approximately 3,503 square feet, which equals 3.85 percent of the leasable area in the Building (91,000 square feet). The Base Rent will not begin to accrue until the Commencement Date.

Each monthly installment of Base Rent shall be payable in advance on the first

(1st) day of each calendar month of the term to Lessor c/o Peterson Management Company, Inc., P.O. Box 102228, Atlanta, Georgia 30368-0228, or at such other place Lessor may from time to time designate in writing. If the Commencement Date, as hereinabove defined, is not on the first (1st) day of a calendar month, Base Rent for the period beginning with and between the Commencement Date and the first (1st) day of the following month shall be apportioned on a per diem basis at the monthly rental rate hereinabove provided and shall be payable on the Commencement Date.

In addition to the Rent hereinabove reserved, Lessee shall also pay the amount of any use or sales tax on rent imposed by the State of Florida and any Federal or local government, which taxes and other assessments shall be paid at the same time and in the same manner as each payment of rent. There shall be due with any payment of rent received after the fifth (5th) day of the month a late payment service charge equal to ten (10%) percent of the payment of rent.

Lessee agrees that commencing at the beginning of the third (3rd) Lease Year, the Base Rent shall be adjusted for increases in the Consumer Price Index (CPI), however, any increase shall not exceed five percent (5%) per annum. Lessor and Lessee intend that the Base Rent, as adjusted from time to time as hereinabove provided, shall be paid to Lessor absolutely net, without notice or demand.

4. ASSIGNMENT. Lessee shall not assign this Lease nor any rights hereunder, nor let or sublet all or any part of the Premises, nor suffer or permit any person or corporation to use any part of the Premises, without first obtaining the express written consent of Lessor which shall not be unreasonably withheld. Should Lessor consent to such assignment of this Lease, or to a sublease of all or any part of the Premises, Lessee does hereby guarantee payment of all rent herein reserved until the expiration of the term hereof and no failure of Lessor to promptly collect from any assignee or sublessee, or any extension of the time for payment of such rents, shall release or relive Lessee from its guaranty of obligation of payment of such rents.

5. QUIET ENJOYMENT. Lessor covenants that so long as Lessee pays the rent reserved in this Lease and performs its agreements hereunder, Lessee shall have the right quietly to enjoy and use the Premises for the term hereof, subject only to the provisions of this Lease.

6. USE. Lessee, its successors and assigns, shall use the Premises exclusively for the purpose of general office use and related activities and for no other use or purpose whatsoever. Lessee shall comply with all laws, ordinances, rules and regulations of applicable governmental authorities respecting the use, operation and activities of the Premise (including sidewalks, streets, approaches, drives, entrances and other Common Areas serving the Premises), and Lessee shall not make suffer or permit any unlawful,

improper or offensive use of the Premises, or such other areas, or any part thereof, or permit any nuisance thereon. Lessee shall not make use of the Premises in any way which would make void or voidable any policy of fire or extended coverage insurance covering the Premises. Lessee shall maintain all interior windows, if any, in a neat and clean condition and Lessee shall not permit rubbish, refuse or garbage to accumulate or any fire or health hazard to exist upon or about the Premises. Lessee shall use the Premises only for the purpose stated in this Lease. Lessee agrees the abide by any rules or regulations promulgated by Lessor which shall not discriminate against Lessee.

7. SIGNS. Lessee shall not place or suffer to be placed or maintained upon any exterior door, roof, wall or window of the Premises any sign, awning, canopy or advertising matter or other thing of any kind, and will not place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Premises and will not place or maintain any freestanding standard within or upon the Common Area of the Premises or immediately adjacent thereto, without first obtaining Lessor's expressed prior written consent. Lessor agrees to grant approval of any sign located within the Premises or entry to the Premises on glass or in conformity with the sign criteria attached hereto as Exhibit 4. No exterior sign visible from the exterior of the Building shall be permitted. Lessee further agrees to maintain such sign, lettering or other thing as may be approved by Lessor in good condition and repair at all times and to remove the same at the end of the term of this Lease as and if requested by Lessor. Upon removal thereof, Lessee agrees to repair any damage to the Premises caused by such installation and/or removal.

8. PARKING, COMMON AREAS AND BUILDING SECURITY. In addition to Premises, Lessee shall have the right to non-exclusive use, in common with Lessor, other Lessees, and the guests, employees and invitees of same of (a) automobile parking areas, driveways and footways, and (b) such loading facilities, freight elevators and other facilities as may be designated from time to time by Lessor, subject to the terms and conditions of this Lease and to reasonable rules and regulations for the use thereof as prescribed from time to time by Lessor. The parking area shall be provided with adequate lighting and shall be maintained in good condition by Lessor; provided that Lessor shall have the right at any time and from time to time to change or modify the design and layout of the parking area(s).

The Common Areas shall be subject to the exclusive control and management of Lessor and Lessor shall have the right to establish, modify and change and enforce from time to time rules and regulations with respect to the Common Areas so long as such rules are not discriminatory against Lessee; and Lessee agrees to abide by and conform with such rules and regulations.

Lessee agrees that it and its officers and employees will park their

automobiles only in such areas as Lessor may from time to time designate. Lessee agrees that it will, within five (5) days after written request therefore by Lessor, furnish to Lessor the state automobile license numbers assigned to its cars and the cars of all of its employees. Lessee shall not park any truck or delivery vehicle in the parking areas, nor permit deliveries at any place other than as designated by Lessor.

Neither the parking area nor any Common Area in the Building shall be used by Lessee, its successors and assigns, or any agent, employee, invitee, licensee, or customer of Lessee, for any advertising, political campaigning or other similar use, including without limitation, the dissemination of advertising or campaign leaflets or flyers.

Lessor expressly reserves the right at any time during the term of this Lease to impose a charge for parking and/or a validation system for the parking of cars in the areas reserved for Bank parking. Lessor further reserves the right to charge for covered parking which may be available in the garage of the Building. Notwithstanding anything contained herein to the contrary, Lessee shall be granted the use of four (4) covered reserved parking spaces during the term of this Lease at no charge.

In the event Lessor deems it necessary to prevent the acquisition of public rights in and to the Building, Lessor may from time to time temporarily close portions of the Common Areas, and may erect private boundary markers or take such steps as deemed appropriate for that purpose. Such action shall not constitute or be considered an eviction or disturbance of Lessee's quiet possession of the Premises.

9. REPAIRS, MAINTENANCE, SURRENDER AND OPERATIONAL COSTS. Lessor shall not be called upon and shall have no obligation to make any repairs, improvements or alterations whatsoever to the Premises except as hereinafter specified. During the term of this Lease, Lessor shall maintain the exterior walls in good repair, and shall keep the roof the Building water tight, and Lessor shall provide maintenance, a tenant directory located on the first (1st) floor of the Building, trash removal and daily custodial services to the Common Areas within the Building and site as needed to keep the Building in a "clean and neat" condition. Lessor shall not be liable for or required to make any repairs, or perform any maintenance, to or upon the Premises which are required by, related to or which arise out of negligence, fault, misfeasance of and by Lessee, its employees, agents, invitees, licensees or customers, in which event Lessee shall be responsible thereof.

Lessee agrees to pay Lessor Lessee's proportionate share of the Building operating costs and expenses (the "Operating Costs") including, but not limited to the following:

A. Utilities which are not separately metered;

B. Trash removal;
C. Pest Control;
D. Casualty and general comprehensive insurance;
E. Landscaping and landscaping maintenance;
F. Water and sewer charges;
G. Elevator service and maintenance;
H. Common Area maintenance;
I. Janitorial service applicable to the Premises and Common Areas;
J. Electrical and telecommunication systems benefitting the Common Areas or for the Common benefit of the Building;
K. Real estate taxes and assessments;
L. Security Guard service;
M. Any other reasonable cost whatsoever which Lessor may incur for maintenance or operation of the Building;
N. Management fee,

and such proportionate share shall be in the same ratio that the total square footage of the Premises bears to the total square footage of all gross leasable area within the Building. Notwithstanding anything contained herein to the contrary, Lessee's proportionate share of Operating Costs shall not exceed $5.25 per rentable square foot during the first year of the Lease. Thereafter, with the exception of Taxes, Insurance and Utilities, Lessee's prorata share of Operating Costs shall not aggregately increase yearly, as a percentage, more than five percent (5%) over the actual costs in the previous year.

Lessor shall furnish to Lessee on or before January 1st of each year an annual budget itemizing all estimated Operating Costs for such year including a statement of Lessee's prorata share of such costs and expenses. Thereafter Lessee shall pay to Lessor with each monthly installment of Base Rent (as it may be adjusted) additional rent equal to one-twelfth (1/12) of Lessee's annual prorata share of the estimated Operating Costs based upon the budget for that year. Lessee's prorata share of the actual annual Operating Costs shall be adjusted upward or downward, on an annual basis within ninety (90) days following January 1st of each year, or as soon as practical thereafter, said adjustment, if any, to be paid by Lessee to Lessor, or credited by Lessor to Lessee, as the case may be, with the next payment of Base Rent due (as it may be adjusted).

Except as provided above for Lessor to maintain, Lessee shall service, keep and maintain the interior of the Premises, including all exposed plumbing and fixtures and equipment on the interior of the Premises as well as the air conditioner, in good and substantial repair during the entire term of this Lease, but such agreement of Lessee shall not apply to any damage caused by fire or other casualty which is covered by standard fire and extended coverage insurance. Lessee agrees to make repairs promptly as they may be needed at its own expense, and at the end of the term or upon termination of this Lease,

Lessee shall deliver the Premises in good condition and repair, reasonable wear and tear excepted, and in a broom-clean condition with all glass, keys, hardware, and all windows and doors intact except for damage to such glass by fire or other casualty beyond the control of Lessee. At all times during this Lease, Lessee shall have a maintenance contract for the care and repair of air conditioning equipment with a contractor approved by Lessor and Lessee shall provide Lessor with a current copy of aforesaid maintenance contract. Such contract will provide for preventive maintenance to be performed at least quarterly. Provided the Lessee keeps aforementioned air conditioning contract in effect, Lessee shall not be responsible for repairs to air conditioning units within the demised premises unless caused by negligence of Lessee. Lessee agrees to provide chair pads to be placed under all appropriate furniture and to steam clean the carpeting on an annual basis and upon move out or termination of the lease.

Lessor shall not be liable for any loss or damage to Lessee's personal property in the Premises even though caused by the negligence of the Lessor, or its agents, employees or persons under Lessor's control or direction as and to the extent that such loss is covered by an insurance policy carried by and for the benefit of the Lessee, and the Lessee shall not be liable for any loss or damage to the Demised Premises or Building in which the same is located even though caused by the negligence of the Lessee, its agents, employees or persons under its control or direction as and to the extent that such loss is covered by insurance carried by or for the benefit of the Lessor; provided that the right of either party to collect under their insurance policies is not affected hereby.

10. UTILITIES. Lessee shall pay all costs and expenses for electricity, heating and cooling, and any and all other utilities separately metered or as apportioned as provided in the above Article ("Repairs, Maintenance ...") herein, furnished to or used in connection with the Premises for any purpose whatsoever during the term of this Lease, promptly as each cost or expense shall become due and payable. Lessee shall be responsible, at its own expense, for the replacement of all electric light bulbs, tubes or ballasts serving the Premises.

11. ALTERATION TO THE PREMISES AND REMOVAL OF EQUIPMENT. Lessee shall not make any alteration or addition to the Premises without first obtaining the expressed prior written consent of Lessor. Upon expiration and termination of this Lease, all installations, fixtures, improvements and alterations made or installed by Lessee, including electric lighting fixtures made by Lessee, and all repairs, improvements, replacements and alterations to the Premises made by Lessee, shall remain a part of the Premises as the property of Lessor, except for trade fixtures.

12. LIENS. Lessee agrees that it will make full and prompt payment of all sums necessary to pay for the cost of repairs, alterations, improvements, changes or other work done by Lessee to the Premises and further agrees to indemnify and hold harmless Lessor

from and against any and all such costs and liabilities incurred by Lessee, and against any and all mechanic's, materialmen's or laborer's liens arising out of or from such work or the cost thereof which may be asserted, claimed or charged against the Premises or the Building or site on which it is located.

Notwithstanding anything to the contrary in this Lease, the interest of Lessor in the Premises shall not be subject to liens for improvements made by or for Lessee, whether or not the same shall be made or done in accordance with an agreement between Lessor and Lessee, and it is specifically understood and agreed that in no event shall Lessor or the interest of Lessor in the Premises be liable for or subjected to any mechanic's, materialmen's or laborer's liens for improvements or work made by or for Lessee; and this Lease specifically prohibits the subjecting of Lessor's interest in the Premises to any mechanic's, materialmen's or laborer's liens for improvements made by Lessee or for which Lessee is responsible for payment under the terms of this Agreement. All persons dealing with Lessee are hereby placed upon notice of this provision. In the event any notice or claim of lien shall be asserted of record against the interest of Lessor in the Premises or Building or the site on which it is located on account of or growing out of any improvement or work done by or for Lessee, or any person claiming by, through or under Lessee, or for improvements or work the cost of which is the responsibility of Lessee, Lessee agrees to have such notice of lien cancelled and discharged of record as a claim against the interest of Lessor in the Premises or the Building or the site on which it is located (either by payment or bond as permitted by Law) within ten (10) days after notice to Lessee by Lessor, and in the event Lessee shall fail to do so, Lessee shall be considered in default under this Lease.

13. CASUALTY. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and in such event written notice of the election by Lessor shall be given to Lessee within 30 days (30) days after the occurrence of such casualty. In the event that Lessor elects to rebuild the Premises, the Premises shall be restored to its former condition prior to tenant improvement work whether or not such improvement work may have been performed by Lessor within two hundred seventy (270) days of the date of election of Lessor to rebuild Premises. In the event that Lessor elects to terminate this Lease, the rent shall be paid to and adjusted as of the date of such casualty, and the term of this Lease shall then expire and this Lease shall be of no further force or effect and Lessor shall be entitled to sole possession of the Premises.

14. CONDUCT OF BUSINESS. Lessee agrees to open the Premises for business on the Commencement Date and thereafter, throughout the term of this Lease, continuously to use all of the Premises for the purpose or purposes stated in this Lease, diligently carrying on therein Lessee's business undertaking. Lessee shall keep all of the Premises opened and available for business activity during normal business hours except

when prevented by strike, fire, casualty or other causes beyond Lessee's reasonable control.

15. INSPECTION AND REPAIR. Lessor or its representatives shall have the right at any reasonable time, except in the case of emergency, to enter upon the Premises for the purpose of inspection or for the purpose of making or causing to be made any repairs or otherwise to protect its interest, but the right of Lessor to enter, repair or do anything else to protect its interest, or the exercise or failure to exercise said right shall in no way diminish Lessee's obligations or enlarge Lessor's obligations under this Lease, or affect any right of Lessor, or create any duty or liability by Lessor to Lessee or any third party. Lessor shall have the right to show the Premises to a prospective tenant at any time subsequent to the one hundred eightieth (180th) day before the expiration or termination of this Lease.

16. INSURANCE. Lessor shall not be liable for injury caused to any person or property by reason of the failure of Lessee to perform any of its covenants or agreements hereunder, nor for such damages or injury caused by reason of any defect in the Premises now or in the future existing, or for any damages or injury caused by reason of any present or future defect in the plumbing, wiring or piping of the Premises or plumbing leaks or other consequences of such defects or system failure. Lessee agrees to indemnify and hold harmless Lessor from and against any and all loss, damage, claim, demand, liability or expense by reason of any damages or injury to persons (including loss of life) or property which may arise or be claimed to have arisen as a result of or in connection with the occupancy or use of the Premises by Lessee. Lessee shall, at its expense, provide and maintain in force during the entire term of this Lease, and any extension or renewal hereof, public liability insurance with limits of coverage not less than One Million and No/100 Dollars ($1,000,000.00) for any property damage or loss from any one (1) accident, and not less than One Million and No/100 Dollars ($1,000,000.00) for injury to any one (1) person from any one
(1) accident, applicable to the Premises. Each policy of insurance shall name as the insured thereunder Lessor and Lessee. Each such liability insurance policy shall be of the type commonly known as owner's, landlord's and tenant's insurance and shall be obtained from a company satisfactory to Lessor. The original of each such policy of insurance or certified duplicates thereof issued by the insurance or insuring organization shall be delivered by Lessee to Lessor on or before ten (10) days prior to occupancy of the Premises by Lessee, providing for thirty (30) days notice of cancellation to Lessor.

Lessor shall maintain throughout the term of this Lease, casualty insurance and general comprehensive insurance for the Building and Common Areas. Lessee shall maintain at its sole cost and expense any and all insurance covering contents, trade fixtures and tenant improvement, work which may have been performed by Lessee.

17. WAIVER. The failure of Lessor to insist, in any one or more instances, upon strict performance of any covenants or agreements of this Lease, or exercise any option of

Lessor herein contained, shall not be construed as a waiver or relinquishment for the future enforcement of such covenant, agreement or option, but the same shall continue and remain in full force and effect. Receipt of rent by Lessor, with knowledge of the breach of any covenant, or agreement hereof, shall not be deemed a waiver of such breach, and no waiver by Lessor of any provision hereof shall be deemed to have been made unless expressed in writing and signed by Lessor.

18. CONDEMNATION. Lessor reserves unto itself, and Lessee assigns to Lessor, all right to damages accruing on account of any taking or condemnation of any part of the Premises, or by reasons of any act of any public or quasi-public authority for which damages are payable. Lessee agrees to execute such instruments of assignment as may be required by Lessor, to join with Lessor in any petition for the recovery of damages, if requested by Lessor, and to turn over to Lessor any such damages that may be recovered in any such proceeding. Lessor does not reserve to itself, and Lessee does not assign to Lessor, any damages payable for trade fixtures installed by Lessee at its cost and expense and which are not part of the realty.

19. DEFAULT. In the event Lessee shall fail (a) to make any rental or other payment due hereunder within five (5) days after the same shall become due, or (b) abandons the Premises during the term hereof, or (c) breaches or fails to perform any of the agreements herein, and shall fail to cure such agreements within ten (10) days after written notice from Lessor, then Lessor, in any such event(s), shall have the option to:

1. Sue for rents as they may become due;

2. Terminate this Lease, resume possession of the Premises for its own account and recover immediately from Lessee the difference between the rent for which provision is made in this Lease and fair rental value of the Premises for the remainder of the lease term, together with any other damage occasioned by or resulting from the abandonment or a breach or default other than a default in the payment of rent; or

3. Resume possession and re-lease and re-rent the Premises for the remainder of the lease term for the account of Lessee and recover from Lessee, at the end of the lease term or at the time each payment of rent becomes due under this Lease, as the Lessor may elect, the difference between the rent for which provisions are made in this Lease and the rent received on the re-leasing or re-renting, together with all costs and expenses of Lessor in connection with such re- leasing or re-renting and the collection of rent and the cost of all repairs or renovations reasonably necessary in connection with the re- leasing or re-renting, and if this option is exercised, Lessor shall, in

addition, be entitled to recover from Lessee immediately any other damages occasioned by or resulting from the abandonment or a breach or default other than a default in the payment of rent.

4. Upon the happening of any one or more of the aforementioned defaults, Landlord may elect to declare the entire rent for the balance of the term of the Lease, or any part thereof, due and payable forthwith without regard to whether or not possession shall have been surrendered to or taken by Landlord, and to bring an action for the recovery thereof.

The remedies for which provision is made in this Article shall not be exclusive and in addition thereto Lessor may pursue such other remedies as are provided by law in the event of any breach, default or abandonment by Lessee. In any event, and irrespective of any option exercised by Lessor, Lessee agrees to pay and the Lessor shall be entitled to recover all costs and expenses incurred by Lessor, including reasonable attorneys' fees and appellate attorney's fees, in connection with collection of rent or damages or enforcing other rights of Lessor in the event of a breach or default or abandonment by Lessee, irrespective of whether or not Lessor elects to terminate this Lease by reason of such a breach, default or abandonment. Lessee waives any right to trial by jury on any issue which may be litigated herein.

Any and all sums due under this Lease from Lessee to Lessor and not paid on the due date shall bear interest from the due date at the maximum rate allowed by law until fully paid.

20. SUBORDINATION. This Lease is subject and subordinate to any mortgages, deeds of trust, deeds to secure debt, ground rents and to all renewals, modifications, consolidations, replacements and extensions of any of the foregoing or of substitutions therefor or any other forms or methods of financing or refinancing which may now or hereafter affect the real property or leasehold estates of which the demised Premises form a part whether now in use or not and any instruments executed for said purposes or hereafter executed by the owners of the fee or leasehold, if Lessor is not the owner of the fee. Lessee agrees upon demand to execute, acknowledge and deliver to the owners of the fee or leasehold estate, without expense to them, any instruments that may be necessary or proper to confirm this subordination of this Lease and of all of the rights herein contained to the lien or liens created by any such instruments. If the Lessee shall fail at any time to execute and deliver any such subordination instruments upon request, the mortgagors in any such new mortgage or mortgages or the obligators in any form of refinancing as provided above, in addition to any other remedies available to them in consequences of said default may execute, acknowledge and deliver such subordination instruments as the attorney-in-fact of the Lessee and in the Lessee's name, place and stead;

said Lessee hereby makes, constitutes and irrevocably appoints said mortgagors or obligators as attorney-in-fact for that purpose.

21. PROOF OF LEASE. Lessee agrees that at any time and from time to time upon ten (10) days prior written request by Lessor, it will execute, acknowledge and deliver to the Lessor a statement in writing stating that this Lease is unmodified and in full force and effect (or, if there have been modifications, stating the modifications, and that the Lease as so modified is in full force and effect), and the dates to which the rent and other charges have been paid, it being intended that any such statements delivered pursuant to this Article may be relied upon by any prospective purchaser of or any prospective holder of a mortgage or a deed of trust upon or any interest in the fee or any leasehold or by the mortgagee, beneficiary or grantee of any security or interest, or any assignee of any thereof or under any mortgage, deed of trust or conveyance for security purposes now or hereafter done or made with respect to the fee of or any leasehold interest in the demised premises.

It is hereby understood and agreed that if Lessee shall fail to furnish the statement required to be furnished, as hereinabove provided, within ten (10) days after request therefor by Lessor, then such failure on the part of the Lessee shall constitute an acknowledgement by Lessee that the Lease (as modified, if same has been modified) Is in full force and effect and that there have been no prepayments of rent by Lessee. Should Lessor so elect, it shall be deemed to be Lessee's attorney-in-fact for the purpose of executing any such statement if same has not been furnished by Lessee within said ten (10) day period.

22. DEPOSIT AND ADVANCES. Any funds paid by Lessee to Lessor as a deposit or advance pursuant to the terms of this Lease, or any exhibit, addendum or modification hereto, may be commingled with other funds of Lessor and need not be placed in trust, deposited in escrow or otherwise held in a segregated account. In addition, if any sum or sums of money shall become payable by Lessee to Lessor pursuant to the terms of this Lease, or any exhibit, addendum or modification hereto, or by any law, ordinance or regulation affecting this Lease, Lessor shall have the right to apply any deposits or advances theretofore made by Lessee against such sums due by Lessee to Lessor. Deposits shall not accrue interest.

23. SECURITY DEPOSIT. Lessee has deposited with Lessor and Lessor hereby acknowledges receipt of the sum of $ 2.112.16 which shall be held by Lessor as security for the faithful performance by Lessee of all the terms of this Lease by Lessee to be observed and performed. Said deposit shall not be mortgaged, assigned, transferred or encumbered by Lessee without the express prior written consent of Lessor and any such act on the part of Lessee shall be without force and effect and shall not be binding upon Lessor. Said security deposit shall not accrue interest. If any of the rents herein reserved or any other

sum payable by Lessee to Lessor hereunder shall be overdue or unpaid, or should Lessor make payments on behalf of Lessee, or if Lessee shall fail to perform any of the terms of this Lease, the Lessor, at its option and without prejudice to any other remedy which Lessor may have on account thereof, may appropriate and apply said entire deposit, or so much thereof as may be necessary to compensate Lessor, toward the payment of any rent or additional sum due hereunder or to any loss or damage sustained by Lessor due to such breach on the part of Lessee; and Lessee shall forthwith upon demand restore said security deposit to the original sum deposited. Should Lessee comply with all of the terms and promptly pay all of the rentals and all other sums payable by Lessee to Lessor as they become due, said deposit shall be returned in full to Lessee at the end of the lease term. In the event of bankruptcy or other creditor debt proceedings against Lessee, the security deposit shall be deemed to be first applied to the payment of rent and other charges due Lessor for all periods prior to the filing of such proceedings.

24. PREPAID RENTS. Lessee has deposited with Lessor and Lessor acknowledges receipt of the sum of $N/A which shall be held by Lessor, without accrual of interest, as prepaid rent on account of N/A of this Lease. If any of the rents herein reserved or any other sum payable from Lessee to Lessor hereunder shall be overdue or unpaid, or should Lessor make payments on behalf of Lessee, or if Lessee shall fail to perform any of the terms of this Lease, then Lessor, at its option and without prejudice to any other remedy which Lessor may have on account thereof, may appropriate and apply said entire amount, or so much thereof as may be necessary to compensate Lessor, toward the payment of any rent or additional sum due hereunder or to any loss or damage sustained by Lessor due to such breach on the part of Lessee; and Lessee shall forthwith upon demand restore said rents to the original sum deposited.

25. NOTICES. All notices required or contemplated by this Lease shall be in writing and shall be delivered in person or by United States Certified Mail, Return Receipt Requested, addressed to the party to whom such notice is directed at the addresses set forth in the first paragraph of this Lease. By giving at least two (2) days prior written notice to the other party, either party may change its address for notices hereunder.

26. BUILDING HOURS. The Building shall be open for regular business from 7:00 A.M. to 8:00 P.M., Monday through Friday, and from 10:00 A.M. to 2:00 P.M. on Saturdays. Individual Lessee access shall be accommodated by the Building security system at all other times. Individually metered electrical controls and air conditioning will provide Lessee with utilization when the Building is not open for regular business as specified elsewhere in this Lease.

27. BROKERAGE. Lessee acknowledges that it has not dealt, consulted or negotiated with any real estate broker, sales person or agent other than Arvida Realty Sales, Inc. and Lessee hereby agrees to indemnify and hold harmless Lessor from and against any

and all loss and liability resulting from or arising out of any claim that Lessee has dealt or negotiated with any real estate broker, sales person or agent other than said Arvida Realty Sales, Inc. in connection with the transaction which is the subject of this Lease.

28. ENERGY CRITERIA. Lessee acknowledges that the Building is constructed as an energy efficient structure; therefore, all tenant improvements must meet minimum standards of ASHRA-0975, effective as of the date of this Lease, as adopted by Palm Beach County, Florida, and as may from time to time be amended. All energy consumption must meet the following criteria:

A. Lighting fixtures, including ballast losses, at two hundred sixty five (265) volts may not exceed three (3) watts per square foot; and

B. Total demand watts at one hundred twenty (120) volts, including receptacles, incandescent and other lighting and other equipment shall not exceed one (1) watt per square foot (office building requirement per National Electrical Code).

29. 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 gas 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.

30. ENTIRE AGREEMENT. Lessee agrees that Lessor has not made any statement, promise, or agreement or taken upon itself any engagement whatsoever, verbally or in writing, in conflict with the terms of this Lease, or in which any way modifies, varies, alters, enlarges or invalidates any of its provisions. This Lease sets forth the entire understanding between Lessor and Lessee, and shall not be changed, modified or amended except by an instrument in writing signed by the party against whom the enforcement of any such change, modification or amendment is sought. The covenants and agreements herein contained shall bind, and the benefit and advantages hereof shall inure to the respective heirs, legal representatives, successors and assigns of Lessor and Lessee, Whenever used, the singular number shall include the plural and the plural shall include the singular and the use of any gender shall include all genders. The headings set forth in

this Lease are for ease of reference only shall not be interpreted to modify or limit the provisions hereof. This Lease shall be construed in accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be executed as required by law on this 28 day of October, 1991.

Witnesses:                    MASS MUTUAL LIFE INSURANCE CO.

_________________             By:________________________________________

_________________             Date:______________________________________


                              EXPRESS FINANCIAL CORPORATION

_________________             By:_______________________________________

_________________             Date:______________________________________