PRO TECH COMMUNICATIONS INC
OFFICE LEASE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>officelease.txt
<DESCRIPTION>OFFICE LEASE
<TEXT>


                                 ORANGE BLOSSOM

                                  OFFICE LEASE


     This office lease (the  "Lease") is entered into by and between Fort Pierce
Properties, LLC, a Delaware limited liability company ("Landlord"), and Pro Tech
Communications, Inc., a Florida Corporation("Tenant").

     In consideration of the mutual covenants, terms and conditions contained in
this Lease, the Landlord and Tenant agree as set forth in this Lease.


1.   Leased Premises.

(a)  Leased Premises.  Landlord hereby leases to Tenant and Tenant hereby leases
     from  Landlord,  upon the terms and covenants and subject to the conditions
     hereinafter contained certain office space containing  approximately 12,947
     feet of gross floor area in the location shown on the plot plan attached to
     this Lease as  Exhibit  "A" ("the  "Leased  Premises")  located  within the
     Orange  Blossom  commercial  development  which  is  shown  on a plot  plan
     attached  to this Lease as Exhibit  "B" (the "Town  Center") in the City of
     Fort Pierce,  County of St. Lucie,  State of Florida.  The Leased  Premises
     excludes all exterior walls of the Leased Premises and all of the roof over
     the Leased  Premises  and shall be measured  in  accordance  with  Building
     Owners and Management  Association's  standard  method for measuring  store
     area.

(b)  Common Area.  Landlord hereby grants to Tenant,  its customers,  employees,
     invitees and other visitors, a nonexclusive license to use the common areas
     of the Town  Center as they may exist from time to time for general use and
     convenience of Tenant's customers,  employees, and invitees. "Common Areas"
     means areas, space, equipment and special services provided by Landlord for
     the common or joint use and benefit of the  occupants  of the Town  Center,
     their employees,  agents, servants, customers and other invitees, including
     without limitation,  parking areas, driveways,  retaining walls, landscaped
     areas, truck loading docks,  pedestrian malls,  courts,  stairs,  ramps and
     sidewalks,  comfort and first aid stations,  washrooms,  and parcel pick-up
     stations,  to the extent provided by Landlord from time to time in its sole
     discretion.  Landlord  reserves  the  right to  expand,  close,  change  or
     reconfigure all or any part of the Common Areas,  and to make additions to,
     reduce the size of, or other wise modify any of the Common  Areas,  subject
     however to the  provisions  of Section  1(c) of this Lease with  respect to
     parking.

(c)  Parking. Landlord shall provide Tenant with four (4) parking spaces per one
     thousand (1,000) square feet of gross leasable area of the Leased Premises.
     Landlord  shall  have the right to  designate  parking  areas for  Tenant's
     employees  in the  crosshatched  area shown on Exhibit "C" attached to this
     Lease  ("Tenant's  Parking Areas") and Tenant's agrees to park all vehicles
     within the  designated  areas and at no other place within the Town Center.
     Tenant  further  agrees to require all of its  employees  to park  employee
     vehicles in the designated  employee parking areas.  Landlord  reserves the
     right to redesignate Tenant's Parking Areas at any time during this Lease.

2.   Term.

     The term of this Lease  (the  "Term")  shall be Five (5) years,  commencing
ninety  (90) days  after  execution  of this  Lease but in no event  later  than
January 1, 2001 (the  "Commencement  Date") and,  unless  sooner  terminated  as
provided  herein,  ending on the last day of the month of December 31, 2005.  If
this Lease is executed on a date other than the first day of the month, then the
Tenant shall pay for any partial  month to the  Commencement  Date on a per diem
basis (calculated on a thirty (30) day month). Such period shall be known as the
"Pre-Commencement Period".

3.Rent.

(a)  Minimum  Rent.  During the Term,  Tenant shall pay Landlord as rent for the
     Leased  Premises,  the sums set forth in the following  schedule  ("Minimum
     Rent"),  payable in advance in equal monthly  installments on the first day
     of each  calendar  month.  Rent for the Pre  Commencement  Period  shall be
     prorated.  Each  payment of rent shall be made to  Landlord  at the address
     designated in this Lease for notices to Landlord,  or at such other address
     as Landlord  may  designate by written  notice to Tenant.  The Minimum Rent
     during the Term shall be:

                       TERM          RATE/SF   MONTHLY RENT  ANNUAL RENT
               01/01/01 - 06/30/01   $5.00/sf  $2,083.33     $25,000
               07/01/01 - 12/31/01   $6.00/sf  $5,000        $60,000
               01/01/02 - 12/31/02   $6.50/sf  $7,554.63     $90,656
               01/01/03 - 12/31/03   $7.00/sf  $8,135.75     $97,629
               01/01/04 - 12/31/04   $7.25/sf  $8,426.31     $101,116
               01/01/05 - 12/31/05   $7.50/sf  $8,717.13     $104,606

(b)  Additional  Rent. In addition to the payment of Minimum Rent,  Tenant shall
     pay to  Landlord,  as  additional  rent,  "Tenant's  Share" of  "Landlord's
     Operating Costs"  estimated to be $1.60/sf for the year 2000,  capped at 4%
     per annum.  "Tenant's  Share"  shall be a fraction  the  numerator of which
     shall be the number of square feet within the Leased Premises, which on the
     Commencement  Date is  approximately  12,947  rentable square feet, and the
     denominator of which shall be the number of leasable square feet within the
     Town Center.  The leasable area of the Town Center may increase or decrease
     from time to time and in that event, the denominator shall be adjusted.  At
     such time as the Leased  Premises  is  increased,  the  numerator  shall be
     increased  accordingly.  "Landlord's Operating Costs" shall be the cost and
     expense of operating and maintaining the Common Areas and common facilities
     (whether or not located on land within the Town Center provided the land is
     used in conjunction with the Town Center) in a manner deemed by Landlord to
     be reasonable and appropriate and for the best interests of the Town Center
     including,  without  limitations:  all  costs  and  expense  of  operating,
     heating, cooling and ventilation,  repairing, lighting, cleaning, painting,
     striping,  policing and  security,  information  center,  community  rooms,
     holiday decor,  garbage and trash removal,  insurance,  including liability
     insurance for personal injury, death and property damage, insurance against
     fire, theft or other casualties,  workmen's compensation insurance covering
     personnel,  fidelity bonds for personnel,  insurance  against liability for
     defamation  and claims of false  arrest  occurring  in and about the common
     facilities  area,  plate  glass  insurance  for glass  serving  the  common
     facilities area,  removal of snow, ice, and debris,  regulation of traffic,
     costs and expense of inspecting and depreciation of machinery and equipment
     used in the operation and maintenance of the common facilities and personal
     property  taxes  and  other  charges   incurred  in  connection  with  such
     equipment,  costs and expense of  replacement of paving,  curbs,  walkways,
     landscaping,  drainage,  pipes,  ducts,  conduits  and similar  items,  and
     lighting  facilities,  costs  and  expense  of  planting,   replanting  and
     replacing flowers and shrubbery and planters, real estate taxes and special
     assessments applicable to common facilities and land underlying same within
     the  Town  Center  (in the  absence  of  separate  assessments  for  common
     facilities, real estate taxes may, in Landlord's discretion, be apportioned
     between common  facilities and rental areas on a square foot basis),  costs
     and expense of providing  Building  Services (as defined in Section 4(a) of
     this Lease),  cost and expense for the rental of music program services and
     loudspeaker systems,  including furnishing  electricity therefor, the costs
     and expense of providing  Landlord  repairs (as provided in Section 5(a) of
     this Lease), and administrative  costs equal to twenty (20%) percent of the
     total cost of operating and  maintaining  the common  facilities.  Landlord
     Operating  Costs shall not include  insurance or  depreciation  (other than
     insurance and  depreciation as above specified and in no event shall Tenant
     be charged more than once for any item of expense).



(c)  Additional Rent - Other Provisions. Additional Rent shall be paid by Tenant
     in monthly  installments  in such amounts as are  established and billed by
     Landlord,  each such installment being due, in advance,  on the same day of
     each as is  Minimum  Rent.  Within  ninety  (90) days after the end of each
     calendar  year,  Landlord shall deliver to Tenant a statement of Landlord's
     Operating  Costs for such calendar year, and the monthly  installments  for
     the next ensuing year shall be adjusted.  The failure of Landlord to timely
     provide the annual statement shall not constitute a default by Landlord but
     shall preclude  Landlord from increasing the monthly charge for the ensuing
     year.  In the  event of an  overpayment  by  Tenant  from the  prior  year,
     Landlord  shall credit the  Additional  Rent, but not the Minimum Rent, for
     the next ensuing  year.  In the event of a shortfall,  the Tenant shall pay
     the difference to Landlord  within 30 days following the date of Landlord's
     invoice.  For a period of three years,  Landlord  shall make  available for
     Tenant's  inspection,  Landlord's records relating to Landlord's  Operating
     Costs for the  preceding  year,  and Tenant's  right to claim an adjustment
     shall expire at the end of the 3rd calendar year  following the  applicable
     year.

(d)  Florida  Rent or Sales  Tax  Tenant  shall be  responsible  for  paying  to
     Landlord  any Florida rent tax or sales tax on rents as shall be imposed on
     Tenant  under  Florida  law in  connection  with the  payment of Base Rent,
     Additional Rent and other charges due under this Lease by Tenant.

(e)  Late Charges.  If any installment of Minimum Rent and/or Additional Rent is
     not paid on or before  the fifth  (5th) day of the  month  under  due,  the
     Landlord  shall be entitled to a late  charge and service  charge,  without
     waiver of any rights to Landlord to declare a default  hereunder,  equal to
     ten percent (10%) of such amount due.

4.   Services and Utilities.

(a)  Landlord's  Services.  Landlord  shall furnish the  following  services and
     utilities (the "Building  Services") to the Leased Premises:  water for use
     in  lavatories,   kitchens  and  drinking  fountains;  sewer  services  and
     security.  Landlord  shall not be liable  for  damages  incurred  by Tenant
     arising out of any  failure or  interruption  of  Building  Services to the
     extend caused by third party suppliers,  or arising from necessary  repairs
     to the  Lease  Premises,  provided  that  Landlord  shall  have  previously
     notified  Tenant in writing of such  necessary  repairs  (except  emergency
     repairs).  In the event of any  failure  or  interruption  of any  Building
     Services,  regardless of the cause, Landlord shall make diligent efforts to
     restore  or  cause  such  Building  Services  to be  restored  as  soon  as
     practicable   after  Tenant  has  notified  Landlord  of  such  failure  or
     interruption.  If any  failure or  interruption,  regardless  of the cause,
     lasts  longer than five  business  days,  Tenant shall be entitled to a pro
     rata  abatement  of rent for the  period  of time  beginning  on the  sixth
     business  day and  ending  on the day of  restoration.  If any  failure  or
     interruption,  regardless  of the cause,  lasts longer than 30  consecutive
     days,  Tenant, in addition to any other remedies available to Tenant upon a
     default  hereunder by Landlord,  may elect,  by notifying  Landlord of such
     election, to terminate this Lease.

(b)  Utilities.  The Tenant shall be  responsible  for all of its utility costs.
     The Leased  Premises  shall be  separately  metered  and the  Tenant  shall
     contract  directly  with the supplier of all  utilities and shall be billed
     for all utility bills directly by the individual utility provider.

5.   Repairs.

(a)  Maintenance  by  Landlord.  Landlord  covenants  that  it  will,  within  a
     reasonabletime after receipt of written notice from Tenant, make repairs to
     the roof, outside walls (except windows,  store fronts, and doors), gutters
     and the down  spouts,  foundation  and  other  structural  elements  of the
     building of which the Leased Premises is a part as may be necessary to keep
     the building in good condition of repair,  unless the repairs are caused by
     the  negligence or  intentional  act of Tenant or its agents,  employees or
     contractors.  Landlord shall not be responsible  for damages  resulting any
     leak or defect in the roof, sidewalks, gutters or down spouts unless damage
     is due to Landlord's failure to make repairs within a reasonable time after
     receipt of notice from Tenant. The costs of repairs made under this section
     are to be  included  in  Landlord's  Operating  Costs  unless the damage is
     caused by the  negligence or  intentional  act of Tenant in which event the
     repairs shall be made by Landlord, at the sole expense of Tenant.  Landlord
     further  covenants to maintain in good condition of repair,  and stripe the
     parking areas of the Town Center.

(b)  Maintenance by Tenant.  Tenant  covenants that it will, at all times during
     the Term of this Lease and at its own cost and  expense,  keep the interior
     of the Leased Premises and the appurtenances  thereto,  including,  without
     limitation,  , toilets,  plumbing lines,  windows,  glass,  electric lines,
     fixtures,  store front and equipment, in good condition of repair, and make
     all  replacements as may be necessary from time to time, it being expressly
     understood  that  Tenant  shall  be  obligated  to  make  all  repairs  and
     replacements  necessary to keep the Leased  Premises and the  appurtenances
     thereto in good order and  condition  except only those which  Landlord has
     expressly agree to make under the provisions of Section 5(a) of this Lease.
     Prior to the Tenant's first day of lease,  the Landlord will have completed
     and be  responsible  for a  thorough  review and  preventative  maintenance
     report along with any needed or required service by a certified  contractor
     of the heating and air conditioning  system,. This report will certify that
     the above listed items are in good working order.

     Tenant further  covenants to keep the Leased Premises clean,  neat and free
     from trash and rubbish, which shall include trash removal. Tenant shall not
     commit or permit others to commit any waste, damage or injury to the Leased
     Premises or to the Town Center.

(c)  Governmental   Requirements.   Landlord  shall  comply  with  any  and  all
     applicable  laws or  other  governmental  requirements  enacted  after  the
     Commencement Date, requiring change to the common areas of the Town Center,
     if any,  and the  costs of  compliance  shall  be  included  in  Landlord's
     Operating Costs.  Tenant, at their sole expense,  shall comply with any and
     all applicable laws or other  governmental  requirements  enacted after the
     Commencement  Date as they  pertain to the use and  occupancy of the Leased
     Premises by the Tenant or requiring change to the Leased Premises,  if any,
     including  any  equipment  with respect to Tenant's use or occupancy of the
     Leased  Premises or common  areas.  Tenant  shall not permit the use of any
     hazardous  substances  or toxic  materials  or wastes as defined  under any
     applicable federal,  state,  county,  local law or regulation in the Leased
     Premises.


6.   Alterations.

(a)  Alterations by Tenant.  From and after the Commencement  Date, Tenant shall
     not make any  structural  alterations,  additions  or  improvements  to the
     Leased Premises without Landlord's prior written consent, which consent may
     be withheld  or delayed in the sole  discretion  of  Landlord.  Tenant,  at
     Tenant's  sole  expense,   and  without   Landlord's   consent,   may  make
     non-structural  alterations to the Leased  Premises which do not affect the
     external  appearance  of the  Leased  Premises  and which do not affect the
     improvements made by Tenant's  Improvement's  Allowance,  if any, under any
     Construction  Rider  to this  Lease.  Tenant,  at  Tenant's  sole  expense;
     provided however, that such alterations shall not materially interfere with
     the use and enjoyment of the Town Center by any other person  occupying any
     part of the Town Center.  Landlord  and Tenant shall  execute and deliver a
     license or servitude or other  agreement,  in form and  substance  mutually
     satisfactory to Landlord and Tenant, to reasonably  effectuate the Tenant's
     rights under the  preceding  sentence with respect to the building of which
     the Leased Premises is a part. All alterations and uses permitted hereunder
     shall be performed in a good and workmanlike  manner and in full compliance
     with all applicable laws.

(b)  Mechanic's Liens.  Tenant shall not permit any mechanics' or other liens to
     be placed  upon the Leased  Premises  or the Town  Center,  or any  portion
     thereof,  during the Term of this Lease,  caused by or  resulting  from any
     work  performed or materials  furnished by or at the request of Tenant.  In
     the case of the filing of any such lien,  Tenant shall cause the lien to be
     removed,  by payment and release, or by bonding within 20 days after Tenant
     is notified that such lien has been filed.

(c)  Removal.  Tenant shall have the right, from time to time during the Term of
     this Lease,  and upon  termination of this Lease, to remove any fixtures or
     personal  property  installed  by Tenant on or about the  Leased  Premises,
     provided  (i) Tenant is not then in default  under this Lease;  (ii) Tenant
     shall repair any damage  caused by such  removal,  and (iii) no part of the
     fixtures or other  improvements  to be removed were paid by Landlord  under
     any Tenant Improvement Allowance.


7.   Use.

     Tenant shall use the Leased  Premises for the use as an  establishment  for
higher  education in the field of Cosmetology and for no other purposes.  Tenant
shall not use or permit any use of the Leased Premises for any unlawful purpose,
or for any  purpose  which  will  unreasonably  interfere  with the use the Town
Center by any other person occupying other parts of the Town Center.


8.   Liability.

     Tenant shall indemnify and hold Landlord  harmless from and against any and
all damages and liabilities  (including  reasonable attorneys' fees) arising out
of any  damage  to any  property  or  injury  (including  death)  to any  person
occurring in, on or about the Leased  Premises,  except  damages or  liabilities
caused by or arising out of acts or  omissions  of Landlord  constituting  gross
negligence, willful misconduct or breach of this Lease. Landlord shall indemnify
and hold Tenant  harmless  from and against any and all damages and  liabilities
(including reasonable attorneys' fees) arising out of any damage to any property
or injury  (including  death) to any person occurring other than in, on or about
the  Leased  Premises,  or  caused by or  arising  out of acts or  omissions  of
Landlord  constituting  gross negligence,  willful  misconduct or breach of this
Lease.  Landlord and Tenant  hereby  release one another from any and all claims
caused by or resulting from risks insured  against under any insurance  policies
carried  by the  releasing  party  and in force at the time of any such  claims.
Landlord and Tenant shall exercise commercially reasonable efforts to cause each
such insurance policy to provide that the insurance  company waives all right of
recovery by way of subrogation  against Landlord or Tenant,  as the case may be,
in connection with any claim covered by any policy.


9.   Insurance - Tenant's Responsibility.

(a)  Liability  Insurance.  Tenant  shall at all times  during  the Term of this
     Lease, at Tenant's sole expense,  carry and maintain  comprehensive general
     public liability and property damage insurance with liability limits of not
     less than  $1,000,000.00 per person and  $2,000,000.00 per occurrence,  and
     property  damage  limits  of not  less  than  $500,000.00  per  occurrence,
     insuring  against all liability of Tenant  arising out of and in connection
     with Tenant's  occupancy of the Leased Premises.  Such insurance shall name
     Landlord as an additional insured.

(b)  Personal  Property  Insurance.  Tenant shall  insure all personal  property
     which is owned or lease by the Tenant at any time during the term and it is
     agreed that the Landlord shall have no responsibility  whatsoever to effect
     or pay for such insurance.

(c)  General  Requirements.  All insurance required pursuant to this Lease shall
     be issued by responsible  insurance companies  authorized to do business in
     the State of Florida and shall contain an endorsement requiring thirty (30)
     days  prior  notice  from the  insurance  company  to both  parties  before
     cancellation or change in the coverage of any required policy.  Each policy
     to be  obtained  by  Tenant,  or a  certificate  of the  policy,  shall  be
     deposited  with  Landlord no later than the  Commencement  Date of the Term
     hereof,  and on renewal of the policy not less than thirty (30) days before
     expiration  of the term of the policy.  All policies  carried by Tenant may
     contain  Tenant's  standard  deductibles and may be in one or more blanket,
     umbrella  or  excess  liability   policies  covering  other  locations  and
     activities of Tenant.

10.  Destruction of or Damage to Leased Premises.

(a)  Duty to Repair.  In case the Leased  Premises or Tenant's use and enjoyment
     of the Leased Premises,  shall be partially or totally destroyed by fire or
     other  casualty,  Landlord  shall  repair,  restore  and replace the Leased
     Premises or other  affected  portions  of the  building of which the Leased
     Premises is a part,  as speedily as possible,  at  Landlord's  expense,  to
     substantially  their condition  prior to such fire or casualty,  subject to
     zoning  and  building  laws then in  existence,  if such  repairs  can,  in
     Landlord's reasonable opinion, be completed within one hundred twenty (120)
     days  after such fire or other  casualty.  As soon as  reasonably  possible
     following  such fire or other  casualty,  but in no event later than thirty
     (30) days thereafter, Landlord shall notify Tenant if the estimated time to
     complete such repairs exceeds one hundred twenty (120) days after such fire
     or other casualty. In the event Landlord notifies Tenant that the estimated
     time exceeds one hundred twenty (120) days,  either  Landlord or Tenant may
     elect,  by notifying the other party of such  election,  to terminate  this
     Lease. Upon any such election by either party, all rent and other sums paid
     in  advance  by Tenant  for the  period  from and after  such fire or other
     casualty  (or, if later,  from and after the date Tenant  ceases to conduct
     its business in the Leased Premises as a result thereof) shall be repaid to
     Tenant.  In no event shall  Landlord  be  obligated  to repair,  restore or
     replace  the  Leased  Premises  or other  affected  portions  of the Leased
     Premises to the extent the fire or casualty is caused by acts or  omissions
     of Tenant  constituting  negligence,  willful  misconduct or breach of this
     Lease.

(b)  Reduction in Rental.  If neither party elects to terminate this Lease,  the
     Lease shall  continue in full force and effect,  except that rent and other
     sums  payable  by  Tenant  hereunder  shall,  during  the  period  prior to
     completion of the repairs, restoration and replacements required hereunder,
     be reduced  in  proportion  to the space not usable in the Leased  Premises
     reasonably necessary for Tenant's use and enjoyment of the Leased Premises.


11.  Eminent Domain.

     In the event the Leased Premises reasonably  necessary for Tenant's use and
enjoyment  of the Leased  Premises,  shall be acquired or  condemned  by eminent
domain  and Tenant  shall  determine,  in its  reasonable  discretion,  that the
remaining  Leased  Premises,  if any,  are rendered  substantially  unusable for
Tenant's purposes,  Tenant may elect, by notifying Landlord of such election, to
terminate this Lease, whereupon all rent shall be accounted for between Landlord
and  Tenant as of the date that  possession  is  surrendered  to the  condemning
authority.  If Tenant  fails to  terminate  this Lease in  accordance  with this
section,  Tenant shall  continue to lease the remaining  Leased  Premises not so
taken,  if any,  pursuant to this Lease.  In such event,  Landlord shall, at its
sole expense (not to exceed the proceeds of any  condemnation  award received by
Landlord), promptly repair and restore the remaining Leased Premises, if any, to
substantially  their  condition  immediately  prior to such  taking,  subject to
zoning  and  building  laws then in  existence.  If such  taking or such work or
repair shall result in Tenant's inability to use portions of the Leased Premises
in the  manner  in  which,  and for the  purposes  for  which,  they  were  used
immediately  prior to such  condemnation,  then the rental and other charges for
such  portion  shall  also  abate  to the  extent  and  for the  period  of such
inability.  The  abatement  shall be in the  proportion  that the portion of the
Leased Premises rendered unusable bears to the entire Leased Premises.  Landlord
and Tenant may appear in any relevant  condemnation  proceedings and may present
any evidence and make any claims deemed  necessary or desirable by either party,
and each shall  cooperate  with the other in any such  proceeding.  Landlord and
Tenant  shall  each  be  entitled  to  such  portion  of the  award  paid by the
condemning  authority as may reflect  their  respective  interests in the Leased
Premises  and  the  damages   sustained  by  such  party  as  a  result  of  the
condemnation.  For the  purposes of this  Lease,  any  conveyance  of the Leased
Premises or any portion thereof or interest therein, to any condemning authority
under  threat of or in lieu or avoidance of the exercise of the power of eminent
domain shall be treated as a condemnation hereunder.


12.  Assignment and Subletting.

     Tenant  may not  assign  its  interest  in this  Lease or sublet the Leased
Premises, or any portion thereof,  without the prior consent of Landlord,  which
may be withheld or delayed in Landlord's sole discretion.

13.  Right of Entry.

     Landlord or its agents and  employees  may enter the Leased  Premises  from
time to time  during the Term of this Lease to inspect the Leased  Premises,  to
provide Building Services,  utilities and repair obligations under this Lease or
to show the Leased  Premises to a  prospective  purchaser  or lender.  Unless an
emergency situation exists with respect to the Leased Premises, such entry shall
be limited to normal  business  hours and shall be  preceded  by 24 hours  prior
notice to Tenant.  Landlord's  entry or activities on the Leased  Premises shall
not materially interfere with Tenant's use and enjoyment of the Leased Premises.


14.  Quiet Enjoyment.

     So long as Tenant shall  observe,  perform and  faithfully  keep all of the
terms,  conditions  and  covenants  of this Lease,  Tenant  shall be entitled to
peaceable,  exclusive and quiet  enjoyment of the Leased  Premises and to all of
the rights to which it is entitled under this Lease.


15.  Landlord's Warranties and Covenants.

     Landlord  represents and warrants to Tenant,  as of the date of this Lease,
that it is the  sole  owner in full  ownership  of the  Town  Center,  including
without limitation the Leased Premises,  other than sidewalks and driveways that
may be public property;  and that the Town Center presently includes full, legal
access to one or more dedicated public streets.


16.  Compliance With ADA.

     Landlord  represents  and  warrants  that to its best  knowledge,  the Town
Center will be in compliance  with the Americans with  Disabilities  Act of 1990
(the "ADA") following  completion of renovations to be made by Landlord.  Tenant
shall have full  responsibility  for compliance of the Leased  Premises with the
ADA.

17.  Subordination and Nondisturbance.

     This Lease shall at all times be subject to and  subordinate to the lien of
any mortgage or other security  instrument,  and any extensions or  replacements
thereof, that may now or hereafter be placed on the Leased Premises by Landlord;
provided,  however, that Landlord shall have obtained from any such mortgagee an
agreement in writing, which shall be delivered to Tenant, providing in substance
that (i) so long as Tenant shall  faithfully  discharge the  obligations  on its
part to be kept and performed  under the terms of this Lease,  its tenancy shall
not be  disturbed,  nor shall this Lease be affected  by any default  under such
mortgage;  (ii) in the event of foreclosure or any other enforcement of any such
mortgage,  the  foreclosing  mortgagee shall be bound to Tenant under this Lease
for the Term of this Lease,  the rights of Tenant  hereunder  shall  survive and
this Lease shall in all respects continue in full force and effect; and (iv) the
foreclosing  mortgagee  shall not have any greater  rights  with  respect to the
Lease or against Tenant than Landlord has under the Lease. Tenant shall execute,
within  ten  (10)  days  after  Landlord's  request,  any  instrument  as may be
reasonably required to effectuate the provisions of this section.

18.  Holding Over.

     If  Tenant  shall  continue  to  possess  the  Leased  Premises  after  the
expiration of the Term without the execution and delivery by Landlord and Tenant
of a new lease,  Tenant shall be deemed to be occupying the Leased Premises as a
tenant-at-sufferance, subject to all the covenants and obligations of this Lease
and at a daily rental of twice the per day Minimum Rent and Additional Rent paid
by Tenant immediately prior to the expiration of the Term, computed on the basis
of a 30-day month.

19.  Default.

(a)  Events of Default.  The occurrence of any of the following  shall be deemed
     to be an "Event of Default" under this Lease:

          (i)  the  failure  by Tenant to pay any  installment  of rent or other
               money herein required to be paid by Tenant;

          (ii) the  failure by Tenant to comply  with any  obligation  of Tenant
               under this Lease,  other than the obligation to pay rent or other
               money  hereunder,  within ten (10) days after  written  notice of
               such  failure is given by Landlord  or if the  failure  cannot be
               reasonably cured within the ten (10) day period, then the failure
               of Tenant to begin  performance  of the cure  within the ten (10)
               day period and thereafter  diligently  pursue the  performance to
               completion  within a reasonable time thereafter,  but in no event
               to exceed thirty (30) days;

          (iii)the  making  by  Tenant  of an  assignment  for  the  benefit  of
               creditors; or

          (iv) the abandonment of the Leased Premises by Tenant, in violation of
               the terms of this Lease; or

          (v)  the Tenant shall become  bankrupt or  insolvent,  or file or have
               filed   against   Tenant  a  petition   of   insolvency   or  for
               reorganization or for the appointment of a trustee for all or any
               portion of Tenant's property.

(b)  Landlord's Remedies.  Upon the occurrence of an Event of Default,  Landlord
     shall have the option to do and perform any one or more of the following in
     addition to, and not in limitation of, any other remedy or right  permitted
     it by law or by this Lease;

          (i)  terminate  this Lease,  in which event Tenant  shall  immediately
               surrender  the Leased  Premises to Landlord;  but if Tenant shall
               fail to do so,  Landlord  may enter upon the Leased  Premises and
               expel or remove Tenant and Tenant's personal  property  therefrom
               without  prejudice  to  Landlord's  right to  collect  damages as
               hereinafter provided;

          (ii) enter the  Leased  Premises  and remove  Tenant and its  property
               therefrom,  and relet the Leased  Premises as the agent of Tenant
               and  receive  rent  therefor,  and  repair  or alter  the  Leased
               Premises in a manner as Landlord may deem  necessary to relet the
               same,  whereupon  Tenant  shall be  liable  to  Landlord  for any
               deficiency which may arise by reason of such reletting during the
               remainder of the Term of this Lease; or

          (iii)accelerate  the unpaid  rental for the  remainder of the Term and
               recover  from Tenant all damages  Landlord may incur by reason of
               such  Event  of  Default,   including  the  reasonable   cost  of
               recovering the Leased  Premises,  reasonable  attorneys' fees and
               the worth at the time of such  termination  of the  excess of the
               amount of rent and charges reserved for the remainder of the Term
               of this  Lease,  over the  then  reasonable  rental  value of the
               Leased Premises for the remainder of the Term of this Lease,  all
               of which amounts shall be  immediately  due and payable by Tenant
               to Landlord; or

          (iv)any other remedy available to Landlord under Florida law.

     Landlord shall  exercise its reasonable  best faith efforts to mitigate its
     damages, if any, arising from an Event of Default,  whether or not Landlord
     shall elect to terminate  this Lease.  No receipt of money by Landlord from
     Tenant  after  the  termination  of this  Lease as  herein  provided  shall
     reinstate,  continue or extend the Term of this Lease,  operate as a waiver
     of the  right of  Landlord  to  enforce  the  payment  of rent  when due or
     thereafter  falling due, affect any notice theretofore given by Landlord or
     operate as a waiver of the right of Landlord to recover  possession  of the
     Leased Premises by proper remedy.

(c)  Default by Landlord.  In the event Landlord fails to comply with any of its
     obligations under this Lease,  within thirty (30) days after written notice
     of such default is given by Tenant,  Tenant may not  terminate  this Lease,
     but shall be entitled to any other  remedy or right  permitted it by law or
     this Lease.  Tenant agrees to give written notice of Landlord's  default to
     any  mortgagee  of the Leased  Premises  and such  mortgagee  shall have an
     additional  period  of  thirty  (30)  days  after  written  notice  to cure
     Landlord's default before Tenant exercises any remedy under this Lease.


21.  Payment of Taxes.

     Tenant  shall  pay and be  liable  for all taxes  levied  against  personal
property and trade fixtures  placed by Tenant in the Leased Premises and for any
additional  real estate taxes  assessed as a result of any Tenant  improvements,
alterations or installations  made by Tenant after the initial completion of the
construction of the initial tenant improvements.

22.  Estoppel Certificates.

     At any time and from time to time, Tenant or Landlord on or before the date
specified in a request therefor made by the other party, which date shall be not
earlier  than ten (10) days after the  making of such  request,  shall  execute,
acknowledge  and deliver to the other  party a  certificate,  addressed  to such
persons or entities as the other party shall  specify in such  request,  stating
(i) whether this Lease is in full force and effect;  (ii) whether this Lease has
been amended in any way and identifying any such amendments; (iii) whether there
are  any  existing  defaults  hereunder  to the  knowledge  of  such  party  and
specifying  the  nature of any such  defaults;  (iv) the date to which  rent and
other amounts due hereunder,  if any, have been paid; and (iv) the obligation of
the party making the certificate to give written notice to the holder of a first
mortgage  lien that the other  party has  placed or  intends  to place  upon his
respective interests in the Leased Premises or Town Center, as applicable.

23.  Notices.

     Any notice  pursuant to this Lease shall be validly given or served only if
in writing and sent by overnight  delivery or by registered  or certified  mail,
postage prepaid, to the following addresses:

(a)  If to Tenant:

                  Indian River Community College
                  3311 Industrial 25th Street
                  Fort Pierce, Florida  34946
                  Attn:  Rich Hennessey

(b)  If to Landlord:

                  Fort Pierce Properties, LLC
                  4300 Okeechobee Road
                  Fort Pierce, Florida  34947
                  Attn:  M. Gerard Chauvin
                         Senior Vice President

 With a copy to:

                  James L. Crowder, Vice President
                  Windward Properties, LLC
                  5600 Brainerd Road, Suite D-4
                  Chattanooga, TN  37411

or to such  other  addresses  as  either  party  may  designate  to the other in
writing.  Delivery of any notice shall be deemed to be effective on the date set
forth on the  receipt of  registered  or  certified  mail or on the records of a
commercial express delivery carrier such as Federal Express.


24.  Surrender of the Leased Premises.

     Upon the  termination of this Lease for any reason,  Tenant shall surrender
to Landlord  the Leased  Premises in  substantially  their  condition  as of the
Commencement  Date,  ordinary  wear and tear,  obsolescence  and damage by fire,
windstorm,  casualty and other events of Force  Majeure  excepted.  Landlord may
elect to retain or dispose of in any manner any of Tenant's personal property or
fixtures not removed from the Leased  Premises by Tenant upon the  expiration of
the Term of this Lease, and, at Landlord's option, title to any such fixtures or
personal  property  shall  vest in  Landlord.  Tenant  waives any and all claims
against  Landlord for damage to Tenant  resulting from  Landlord's  retention or
disposition of any such personal property or fixtures.


25.  Force Majeure; Time of the Essence.

     Whenever  a period of time is herein  prescribed  for action to be taken by
either  party  (other than with  respect to the payment of rent or other sums by
Tenant),  such party shall not be liable or responsible  for, and there shall be
excluded  from the  computation  of any such  period of time,  any delays due to
strikes, riots, acts of God, shortages of labor or materials,  war, governmental
laws,  regulations or  restrictions  or any other causes of any kind  whatsoever
which are beyond the  reasonable  control  of such party  (collectively,  "Force
Majeure"); provided, however, that the obligor shall use commercially reasonable
efforts to mitigate  the effects of Force  Majeure  with respect to the required
action.  Notwithstanding  any  provision  in this Lease to the  contrary,  Force
Majeure  shall not  include the  financial  inability  of the party  required to
perform an  obligation  under this  Lease.  Subject  to the  provisions  of this
section, time is of the essence with respect to each and every provision of this
Lease.

26.  Rules and Regulations.

     Tenant shall abide by Rules and Regulations  attached hereto as Exhibit "D"
and any  additional  rules  and  regulations  promulgated  from  time to time by
Landlord with respect to the Town Center; provided, however, that such rules and
regulations  shall (i) be reasonable and consistent  with rules and  regulations
imposed in similar properties;  (ii) not alter or contradict other provisions of
this Lease;  (iii) be uniformly enforced among all occupants of the Town Center;
and (iv) have been previously communicated to Tenant in writing.

27.  Limitation of Liability.

     Notwithstanding  any provision  herein to the  contrary,  Tenant shall look
solely to the equity of the Landlord in and to the Leased  Premises in the event
of a breach or default by Landlord  pursuant to any  provision of this Lease and
Tenant agrees that the  liability of Landlord  under this Lease shall not exceed
the value of the equity of Landlord in the Leased Premises. No other property or
assets of  Landlord  shall be subject to levy,  execution  or other  enforcement
procedures  for the  satisfaction  of any judgment (or other  judicial  process)
arising out of or in connection with the Lease.

29.  Security Deposit by Tenant.

     Contemporaneously  with the  execution  of this  Lease,  Tenant  shall have
deposited  with  Landlord  a sum equal to the first  month's  rent  which sum is
hereby  acknowledged.  Said  deposit  (herein  sometimes  called  the  "Security
Deposit")  shall  be held by  Landlord  without  interest  as  security  for the
faithful performance by Tenant of all the terms of this Lease to be observed and
performed by said Tenant.  If any of the rents herein  reserved or any other sum
payable by Tenant to Landlord  shall be overdue an unpaid,  or if Landlord makes
payments on behalf of the Tenant,  or if Tenant shall fail to perform any of the
terms of this Lease,  then Landlord may, at its options and without prejudice to
any other remedy which  Landlord may have on account  thereof,  appropriate  and
apply  said  entire  Security  Deposit,  or so much  thereof  as  necessary,  to
compensate  Landlord  toward the payment of rent or additional rent and any loss
or damage  sustained  by  Landlord  due to such breach on the part of Tenant and
Tenant shall forthwith upon demand restore said Security Deposit to the original
sum deposited.

31.  Miscellaneous.

(a)  Choice of Law.  This Lease has been made in and its  validity,  performance
     and effect shall be determined in accordance  with the internal laws of the
     jurisdiction in which the Leased Premises are located.

(b)  Relationship of the Parties.  Landlord and Tenant shall not be deemed to be
     joint  venturers or partners of one another,  and neither  party shall have
     any power to bind or obligate the other whatsoever.

(c)  Waiver.  The waiver by either party of a breach or violation of, or failure
     of either party to enforce,  any  provision of this Lease shall not operate
     or be  construed  as a waiver  of any  subsequent  breach or  violation  or
     relinquishment of any rights hereunder.

(d)  Headings;  Exhibits.  The  headings  of  sections  in  this  Lease  are for
     convenience  only; they form no part of this Lease and shall not affect its
     interpretation.  All schedules,  exhibits or attachments referred to herein
     shall be incorporated in and constitute a part of this Lease.

(e)  Construction.  Both  parties  hereby  acknowledge  that  they  participated
     equally  in  the   negotiation   and  drafting  of  this  Lease  and  that,
     accordingly,  no  court  construing  this  Lease  shall  construe  it  more
     stringently against one party than against the other.

(f)  Integration. This writing represents the entire agreement and understanding
     of the parties with respect to the subject matter hereof and supersedes any
     and all previous  agreements  of whatever  nature  between the parties with
     respect to the subject  matter,  it may not be altered or amended except by
     an agreement in writing signed by both parties.

(g)  Counterparts. This Lease may be executed and delivered in counterparts, all
     of which taken together shall constitute a single instrument.

(h)  Severability.  If any part of any  provision  of this  Lease is  invalid or
     unenforceable under applicable law, the provision shall be ineffective only
     to the extent of such  invalidity  or  unenforceability  without in any way
     affecting the remaining parts of the provision of this Lease.

32.  Short Form Lease.

     Landlord  and/or Tenant shall have the right to have executed and delivered
a memorandum of this Lease for purposes of recordation and public notice.

33.  Riders.

     Landlord and Tenant have  executed a rider to this Lease to provide for the
payment by Landlord of an allowance for Tenant's improvements (the "Construction
Rider").

34.  Special Stipulations.

     The  special  stipulations  attached  hereto as Exhibit "E" are made a part
hereof  by this  reference,  and to the  extent  they  conflict  with any of the
foregoing provisions, they shall control.


     This   Lease   has   been    signed   by    Landlord   in   the   City   of
_______________________  , State of  ____________________________  on the ______
day of ____________ , __________ in the presence of the undersigned witnesses.


Witnesses to Landlord:              Landlord:

_________________________           Fort  Pierce   Properties, LLC

                                    BY:   ________________________



     This Lease has been signed by Tenant in the City of _______________________
, State of ____________________________ on the ________ day of _______________ ,
________ in the presence of the undersigned witnesses.

Witnesses to Tenant:                      Tenant:

_________________________                 Pro Tech Communications, Inc

                                          By: _________________________
                                          Its: ________________________
STATE OF __________________   )
 )SS
COUNTY OF ________________    )



     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
________________,  200_, by  __________________________,  the _______________ of
FORT PIERCE PROPERTIES,  LLC, a Delaware limited liability company, on behalf of
such limited liability company,  and who is personally known to me, has produced
____________________________________ as identification.



 ------------------------------
 Notary Public




STATE OF __________________   )
 )SS
COUNTY OF ________________    )

     The foregoing  instrument was acknowledged before me, a notary public, this
_____ day of ______________,  200_, by  _____________________,  a/the __________
___________  of  ____________________________,   an  ______________________,  on
behalf of the ________________,  and who is personally known to me, has produced
________________________ as identification.


 -----------------------------
 Notary Public

<PAGE>


                                   EXHIBIT "A"


                                "Leased Premises"





<PAGE>


                                   EXHIBIT "B"

                         "Site Plan of The Town Center"





<PAGE>


                                   EXHIBIT "C"


                            "Tenant's Parking Areas"



<PAGE>


                                   EXHIBIT "D"

                             "Rules and Regulations"

1.1  Any outdoor  storage  facility  or trash  containers  shall be  effectively
     screened  from all  street  frontage  and shall be kept in a neat and clean
     attractive manner. All trash shall be kept within.  Landlord shall have the
     right to approve the color and condition of all storage facilities or trash
     containers.

1.2  All electronic  microwave dishes,  satellite dishes,  transmission  towers,
     radio  towers and  communication  devices  inside and outside the  Premises
     shall be first approved by Lessor in writing.

1.3  The Landlord  retains the right of approval of the method of bringing power
     to the  Building and  especially  the quality of the service  provided.  No
     overhead power lines shall be permitted.

1.4  Tenant  shall not use or install  inside or outside the  Premises any water
     faucets or  additional  water lines  without the prior  written  consent of
     Landlord.  If said  consent is granted by Landlord,  Landlord  reserves the
     right to require separate metering and to assess additional water and sewer
     charges.

1.5  Landlord will not be responsible  for lost or stolen  property,  equipment,
     money or any article  taken from the  Premises,  Building or parking  areas
     regardless of how or when loss occurs.

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

1.7  All  contractors  and/or  technicians  performing  work for or  within  the
     Premises,  Building or parking  areas  shall be  referred  to Landlord  for
     approval  before  performing  such  work.  This  shall  apply  to all  work
     affecting the physical  features or  structural  integrity of the Building,
     Premises  or  parking  areas  including  but not  limited  to the walls and
     ceilings.  None of this work shall be done by Tenant's  contractor  without
     Landlord's prior written approval.

1.8  In the event Tenant must dispose of crates,  boxes, etc. which will not fit
     into outside trash  containers it will be the  responsibility  of Tenant to
     dispose of same. In no event shall such items be left in the parking areas.

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

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

2.1  Tenant,  its  officers,  agents,  servants or  employees  shall not use the
     Premises or Building for housing, lodging or sleeping purposes.

2.2  Tenant, its officers,  agents,  servants,  employees,  patrons,  licensees,
     customers,  visitors or invitees  shall not bring into the Premises or keep
     on the Premises any fish, fowl, reptile, insect or animal or any bicycle or
     other vehicle; wheel chairs and baby carriages excepted.

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

2.4  Sidewalks,  doorways,  vestibules and other similar areas shall not be used
     for the disposal of trash,  be obstructed  by Tenant,  or be used by Tenant
     for any purpose  other than  entrance to and exit from the Premises and for
     going from one part of the Building to another part of the Building.

2.5  Plumbing  fixtures  shall be used only for the  purpose  for which they are
     designed,  and no sweepings,  rubbish,  rags or other unsuitable  materials
     shall be disposed  into them.  Damage  resulting to any such fixture due to
     misuse by the Tenant shall be the liability of said Tenant.

2.6  Doors, when not in use, shall be kept closed.

2.7  Tenant space, particularly that which is visible from public areas, must be
     kept neat and clean.

                                  Exhibit "E"
                              Special Stipulations

1.   LENDER  APPROVAL:  This  Lease is  subject to the  approval  of  Landlord's
     lender.  If Landlord is unable to secure approval hereof from its lender by
     a date that is ten (10)  Business  Days after the execution of the Lease by
     the Tenant,  this Lease, at Landlord's option,  shall be null and void. Any
     rental amounts prepaid  pursuant to Section 3(a) of the Lease shall be held
     by Landlord in an interest  bearing escrow account pending lender approval.
     If approval is not received  from  Landlord's  lender,  all monies shall be
     returned to Tenant with interest.  If approval is received from  Landlord's
     lender all monies will be released to Landlord.

2.   Tenant Improvements: Tenant at Tenant's sole cost and expense will make all
     improvements associated for the leased Premises.  Construction drawing will
     approved  by  Landlord  within  fourteen  (14) days of the  drawings  being
     presented to Landlord.  All  improvements  shall conform to all  applicable
     building codes for the State of Florida.

3.   Tenant's  repair  expenses for heat and HVAC,  will be limited to the first
     $500.00  per  occurance  after  which the  Landlord  will repair or replace
     air-conditioning  or  heating,  so long as Tenant  has kept a  preventative
     maintenance  contract in place with a local heat and air  service  company,
     providing  regular  maintenance  and service four (4) times per year and is
     able to provide Landlord with the necessary maintenance records.
</TEXT>
</DOCUMENT>
