EMPIRE FINANCIAL HOLDING CO
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex_10-6.txt
<TEXT>
                                                                    EXHIBIT 10.6
                               AGREEMENT OF LEASE

         THIS AGREEMENT OF LEASE (the "LEASE") is dated as of this 31st day of
December 2003 by EMERSON INVESTMENTS INTERNATIONAL, INC., hereinafter
("LANDLORD") and by EMPIRE FINANCIAL HOLDING COMPANY, hereinafter ("TENANT"),
for the premises which are more particularly described in EXHIBIT "A" which is
attached to this Lease ("PREMISES"). Landlord leases unto Tenant, and Tenant
does hereby rent;, lease and take the Premises under this Lease for the term and
according to the covenants and conditions set forth as follows:

ARTICLE ONE
                                   DEFINITIONS

1.1 DEFINITIONS. As used in this Lease, the following terms shall have the
following meanings:

         A. BUILDING: The Building on the real property situated at 2170 West
State Road, 434 Longwood, FL 32779, including all surface parking areas.

         B. PREMISES: That part of the Building outlined on EXHIBIT "A" called
Suite 100 on the 1st floor of the Building, including all tenant improvements
made by Landlord pursuant to paragraph 2.2. The Premises shall consist of
approximately 6,491 rentable square feet, which includes a portion of the common
area as defined hereinafter.

         C. Estimated Commencement Date: March 1, 2004.

         D. TERMINATION DATE: The last day of the month corresponding to the
schedule of months shown below, unless sooner terminated as provided in this
Lease.

         E. TERM: A period commencing on the Commencement Date and expiring at
midnight on the Termination Date.

         F. RENT TERM as follows plus applicable sales tax:

                 PERIOD                 RATE PER RENTABLE SQUARE FOOT
                 ------                 -----------------------------
         03/01/04 thru 08/31/04                   Free Rent
         09/01/04 thru 02/28/05                    $ 15.50
         03/01/05 thru 02/28/06                    $ 16.00
         03/01/06 thru 02/28/07                    $ 16.00
         03/01/07 thru 02/29/08                    $ 16.40
         03/01/08 thru 02/28/09                    $ 16.80
         03/01/09 thru 02/28/10                    $ 17.25

         G. SECURITY DEPOSIT: $ 8,384.00.

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         H. LANDLORD'S MAILING ADDRESS:

         Emerson Investments International, Inc.

         5728 Major Blvd., Suite 200

         Orlando, Florida 32819

         I. NORMAL BUSINESS HOURS FOR PURPOSES OF HEATING AND AIR CONDITIONING:
The hours from 8:00 a.m. to 9:00 p.m. Monday through Friday, except recognized
holidays, and from 8:00 a.m. to 3:00 p.m. Saturdays, except recognized holidays.

         Tenant shall have use of the Premises at any time.

         J. WATT LOAD: N/A watts

         K. BROKER, IF APPLICABLE:

         L. PERMITTED USE: General Office Purposes.

         M. TENANT'S REPRESENTATIVES: Tenant's employees, agents, contractors,
licensees and invitee.

         N. COMMON AREAS: Lobby area, corridors and lavatories on the floor on
which the Premises are situated, stairways, shipping and receiving areas,
mechanical areas, plaza and areas exterior to the Building.

         O. PROPERTY: The Land and the Building, including all Common Areas.

         P. Tenant shall abide by Building Rules and Regulations hereto attached
as EXHIBIT "B" and incorporated herein.

         Q. Tenant, upon request from Landlord, shall complete estoppel forms.

                                  ARTICLE TWO
                                      TERM

2.1 LENGTH OF TERM. The term of the Lease ("Term") commences on March 1, 2004
(the "Commencement Date"), and ends on, February 28, 2010 (the "Termination
Date"), unless postponed or sooner terminated in accordance with this Lease.

2.lA OPTION TO RENEW. Provided Tenant is not in default of the Lease, Tenant
shall have the right to renew the entire Premises for one (1) additional period
of five (5) years ("OPTION TERM"). If the Option Term is exercised, the Base
Remit during the Option Term shall be at the then prevailing fair market rate.

2.2 IMPROVEMENTS TO PREMISES AND MOVING ALLOWANCE: Landlord shall provide Tenant
with an allowance ("The Allowance") as a credit against the cost of the
improvements to the premises and moving expenses, including the Non-Standard
Improvements. The Allowance

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shall be equal to TEN DOLLARS & NO CENTS ($10.00) per square foot of "Rentable
floor area" of the Premises, subject to a mutually agreed upon moving expenses,
space plan for the premises, utilizing building standard finishes and materials
including architectural and engineering. Furthermore, as part of The Allowance,
Landlord hereby approves the purchase and installation of a backup generator
system (system to be determined) to provide power during electrical failure to
certain parts of the Premises as designated by Tenant. To the extent that the
total cost of The Allowance is exceeded, including the Non-Standard
Improvements, Tenant shall pay to Landlord, upon receipt of a detailed invoice
from Landlord to Tenant, the full amount of such excess within thirty (30) days
following Substantial Completion. Landlord's detailed invoice to Tenant shall be
the only documentation required for Tenant payment to Landlord upon the terms
described above.

         If Tenant incurs any costs, then notwithstanding any provision in this
Lease and without implying that any such right exist, Tenant shall have no right
to cancel or terminate this Lease. Tenant's Costs represent a reimbursement of
monies expended by Landlord on. Tenant's behalf. Any delay in construction of
the Improvements to Premises or in Tenant taking occupancy of the Premises
resulting from Tenant's failure to make any Tenant's Costs payment when due
shall be Tenant's responsibility. Tenant's failure to pay any portion of
Tenant's Costs when due shall constitute a default under the Lease (subject to
any applicable notice requirements or grace periods), entitling Landlord to all
of its remedies thereunder.

         Tenant shall not receive any credit or payment for any unused portion
of the Tenant Improvement Allowance and any unused allowance shall be forfeited
if not utilized for its intended purpose within six months of the date of the
Lease,

2.3 ALTERNATIVE COMMENCEMENT DATES. In the event the Premises are not ready for
occupancy by the Tenant on the Commencement Date, because of strike, material
shortage, destruction (partial or total), natural disaster, prior Tenant's
failure to deliver possession or any cither reason other than through the fault
of Tenant, the Term shall begin on the date the Premises are ready for occupancy
by the Tenant and the Term shall be extended for a period of time equal to that
which shall have elapsed between the Commencement Date and the date on which the
Premises are ready for occupancy by the Tenant, Tenant acknowledges and agrees
that the delay of the commencement of the Term and the extension of the Term, as
provided for herein, shall be the frill extent of Landlord's liability for a
delay hereunder.

         In the event that Landlord's inability to deliver possession of the
Premises is caused, in whole or in part, by Tenant, its employees, agents,
contractors, invitee or guests, the Term shall commence on the date which is the
later of the Estimated Commencement Date or the date on which the Premises would
have been available for occupancy, the good faith determination of same by
Landlord will be deemed conclusive, absent manifest error.

                                 ARTICLE THREE
                                 USE 0F PREMISES

3.1 PERMITTED USE. Tenant shall use and occupy the Premises for general office
purposes for the conduct of Tenant's business and not for other purposes.
Furthermore the Premises shall not be used for any illegal purpose, nor in any
manner, which is disruptive to

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other tenants; nor in any manner to invalidate Landlord's insurance or to
increase Landlord's insurance premium rates. In the event the Landlord's
insurance premiums are increased due to Tenant's use of the Premises, Tenant
shall pay the amount of any such increase to Landlord within three (3) days of
demand by Landlord. Tenant shall procure, at its own cost and expense, all
necessary licenses and permits for Tenant's use of the Premises, Landlord has
made no inquiries about and makes no representations, express or implied,
concerning whether Tenant's proposed use of the Premises is permitted under
applicable law, including applicable zoning law; should Tenant's proposed use be
prohibited, Tenant shall be obligated to comply with applicable law and this
Lease shall nevertheless remain in full force and effect.

         The Tenant will not, without the written consent of the Landlord, use
any apparatus, machinery, equipment or device in or about the Premises, which
may cause any excessive noise or setup any vibration or which in any way would
increase the amount of electricity or water normally supplied to the Premises
for use as general offices. Tenant shall not connect any apparatus machinery,
equipment or device with existing water lines without the consent of the
Landlord.

3.2 COMPLIANCE WITH LAW. Tenant shall not use the Premises nor permit anything
to be done in or about the Premises which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall at its sale cost and expense,
promptly comply with all laws, statutes, ordinances and governmental rules,
regulations or requirements now in force or which may hereafter be in force
requiring Tenant's compliance and with the requirements of any board of
underwriters, environmental agency, or other similar body now or hereafter
constituted relating to or affecting the condition, use or occupancy of the
Premises.

3.3 RULES AND REGULATIONS. Tenant shall comply with the rules and regulations
annexed to this Lease which by reference are incorporated herein, and all
reasonable modifications and additions to the regulations from time to time
adopted by the Landlord. The Landlord shall not be responsible to the Tenant for
the non-performance of any of the regulations by any other Tenant or occupant of
the Building. The existence of and incorporation into this Lease of the
regulations shall not have the effect of subrogating the Tenant to the rights of
the Landlord to enforce the regulations against other Tenants in. the Building.
The existence of the regulations shall not be construed to impose upon the
Landlord any duty or obligation to enforce the regulations.

                                  ARTICLE FOUR
                                      RENT

4.1 RENT. Tenant shall pay to the Landlord, at the place hereinafter designated
by the paragraph entitled "Notices", or at such other place as the Landlord may
from time to time designate the aggregate annual sum Rent in. monthly
installments as specified in Paragraph 1.1F. The payment of Rent shall be due
and payable in legal tender of the United States of America in. advance without
notice, demand, deductions, tight of reduction to set-off of any kind on the
first day of each month, plus all sales and use taxes (if any) thereon. The
first such installment shall be paid on or before the first day of the first
full calendar month of the Term and a such appropriate sum on or before the
first day of each and every successive calendar month thereafter

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during the Term. In the event the Tenant takes possession on a date other than
the first of the month or this Lease terminates on a date other than the last
day of the month, the monthly installment of Rent will be prorated.

4.2 SALES AND PROPERTY TAXES. Tenant agrees to pay, before delinquency, any and
all taxes levied or assessed and which become payable during the term upon
Tenant's equipment, furniture, fixtures and other personal property located in
the Premises, directly to the appropriate governmental taxing authority.

4.3 HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains
possession of the Premises or any part thereof after termination, by lapse of
time or otherwise, double the amount of the daily fixed rental for the last
period prior to the date of such termination. Tenant shall also pay all damages
sustained by the Landlord by reason of such retention, or, if the Landlord gives
notice to the Tenant of Landlord's selection thereof, such holding over shall
constitute a renewal of this Lease on a month-to-month basis. However,
acceptance by the Landlord of Rent after such termination shall not constitute a
renewal and this provision does not waive the Landlord's right of reentry or any
other right guaranteed under this Lease.

4.4 PAYMENT OF SUMS OTHER THAN RENT. Any sums due the Landlord other than Rent
or Additional Rent shall be due and payable within ten (10) days after the
Landlord, renders a statement. Any sums not paid within said ten-day period
shall bear interest thereafter at eighteen percent (18%) per annum until payment
is made.

4.5 LATE CHARGES. Notwithstanding anything to the contrary contained herein, in.
order to cover the extra expense involved in. handling delinquent payments,
Tenant shall pay a "late charge" of five percent (5%) of the total amount
overdue when any installment of Rent or any other amount due for any reason is
received at the Landlord's address listed above more than ten (10) days after
the due date thereof. This charge is for extra expenses incurred by the Landlord
and shall not be considered interest or penalty.

                                  ARTICLE FIVE
                                SECURITY DEPOSIT

5.1 DEPOSIT AND USE OF SECURITY DEPOSIT. Tenant has deposited the sum of
$8,384.00 with the Landlord as a security deposit ("Security Deposit"), the
receipt of which is acknowledged. The Security Deposit shall be held by the
Landlord without liability for interest, as security for the faithful
performance by the Tenant of all of the terms and conditions of this Lease to be
observed and performed by Tenant. If any of the rents herein reserved or any
other sum payable by the Tenant to the Landlord shall be overdue and unpaid, or
should Landlord make payments on behalf of the Tenant, or should Tenant fail to
perform any of the terms, covenants or conditions of this Lease, then the
Landlord may, at its option and without prejudice to any other remedy which the
Landlord may have, appropriate and. apply all or part of the security deposit
toward the payment of the Rent, loss or damage sustained by the Landlord due to
the breach on the part of the Tenant or any sums that were paid by Landlord for
or on behalf of Tenant. Landlord's claim against the Security Deposit includes
any damage or deficiencies in the reletting of the Premises due to Tenant's
default, whether such damage or deficiencies accrue before or after summary
proceedings or other reentry by the Landlord.

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                                  ARTICLE SIX
                                   RELOCATION

6.1 RIGHT TO RELOCATE. Landlord, at its sole expense, on at least sixty (60)
days prior written notice, may require Tenant to move from the Premises to other
space on the 1st floor of comparable size, which means at least 100% of the
original Premises, with decor comparable to the Premises and within the same
building, in order to permit the Landlord to consolidate the space leased to the
Tenant with other adjoining space leased or to be leased to another tenant in
the Building or to any prospective new tenant for the Building. In the event of
any such relocation, the Landlord will also pay the expense of moving Tenant's
furniture and equipment to the relocated Premises. An appropriate adjustment
shall be made in the Rent based on any variance between the Rentable Area in the
Leased Premises and the Rentable Area in the Premises to which Tenant is
relocated, except that Rent shall not be adjusted upward if the relocated
Premises are larger than the original Leased Premises. Landlord shall have the
right, in Landlord's reasonable discretion, to use such decorations and
materials from the existing Premises, or other materials so that the space to
which Tenant is relocated shall be comparable in its interior design and
decoration to the Premises from which Tenant is removed.

6.2 ORIGINAL OBLIGATIONS CONTINUE. Nothing contained herein shall be construed
to relieve Tenant or to imply that Tenant is relieved of any obligation or
liability by reason of the provisions of Paragraph 2 of this Lease, the
provisions of which paragraph shall be applied to the space to which Tenant is
relocated on the same basis as said provisions were applied to the Premises from
which Tenant is removed.

6.3 OBLIGATION TO EXECUTE LEASE ADDENDUM. In the event of a relocation, Tenant
shall execute an Addendum to this Lease which will substitute the description of
the new Premises for the description of the Premises contained in the Lease and
will appropriately adjust the square footage of Rentable Area contained in the
Premises as well as any other adjustments reasonably required as a result of the
relocation.

                                 ARTICLE SEVEN
                    TENANT'S OBLIGATIONS WITH RESPECT TO THE
                            PREMISES AND THE BUILDING

7.1 INITIAL CONDITION. Taking of possession of the Premises by the Tenant shall
be conclusive evidence that the Tenant accepts the Premises in "as is" condition
and the Premises and the Building were in good and satisfactory condition at the
time possession was taken. Tenant understands and agrees, except as stated in
Exhibit "A", that the Landlord has no obligation and has made no promise to
alter, remodel, improve, repair, decorate or paint the Premises or any part
thereof and that no representations respecting the condition of the Premises,
the Land or the Building has been made by the Landlord except as specifically
contained in this Lease.

7.2 TENANT OBLIGATIONS. The Tenant shall, at the Tenant's expense, keep the
Premises and the fixtures and appurtenances therein in good condition and
repair, in a sanitary and safe condition and shall commit no waste of the
Premises or the Building. Tenant shall, at its cost, repair, replace or restore
any damage to the Premises caused by the Tenant. If Tenant fails to

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make repairs and. maintain the Premises or any part thereto in a manner
reasonably satisfactory to the Landlord, the Landlord shall have the right to
make such repairs or perform such maintenance on behalf of the Tenant, and the
Tenant shall pay to the Landlord as Additional Rent the cost incurred, by the
Landlord in performing such repair and maintenance.

7.3 ALTERATIONS. Tenant shall not make nor allow to be made any alterations,
additions or improvements to or of the Premises or any p art thereof without the
express prior written consent of the Landlord. Any alterations, additions or
improvements (except movable furniture and trade fixtures) shall at once become
a part of the Premises and become the property of the Landlord. In the event the
Landlord consents to any alterations, additions, or improvements to the Premises
by the Tenant, the Tenant shall undertake such alterations, additions or
improvements at the Tenant's sole cost and expense and. any contractor or person
selected by the Tenant must first be approved in writing by the Landlord. Upon
the expiration or earlier termination of the Term, the Tenant shall upon demand
by the Landlord, at the Tenant's sole cost and expense, immediately remove any
alterations, additions, or improvements made by the Tenant, designated by the
Landlord to be removed, and the Tenant shall, immediately and at its sole cost
and expense, repair any damage to the Premises caused by such removal and
restore the Premises to its original condition, reasonable wear and tear
excepted.

7.4 SURRENDER OF PREMISES. The voluntary or other surrender of this Lease by the
Tenant, or a mutual cancellation thereof, shall not automatically work a merger
of the Landlord's and Tenant's estates. At the option of the Landlord such
surrender shall terminate all or any existing subleases or sub tenancies, or
may, at the option of the Landlord, operate as an assignment to it of any or all
such subleases or sub tenancies. Upon the termination of the Term, by lapse of
time or otherwise, the Tenant shall surrender the Premises in the same condition
as they have been received, excepting only reasonable use and wear and tear and
damage by act of God or by the elements. If the Tenant is requested by the
Landlord to remove any personal property from the Building upon the termination
of the Lease and shall have failed to remove same the Landlord may at its option
remove Tenant's personal property in the manner the Landlord may choose and
store said personal property without liability to the Tenant for the loss
thereof. Tenant shall pay the Landlord on demand any and all expenses incurred
in such removal and storage, including court costs and attorney's fees. The
Landlord may, in its sole discretion, without notice, sell the personal property
or any part thereof at private sale and without legal process for such price as
the Landlord may obtain. Landlord shall apply the proceeds of the sale first
upon the expense incident to the removal and sale of the personal property,
apply the balance to any amounts due from the Tenant to the Landlord pursuant to
this Lease; and hold any additional balance, without interest, for the benefit
of the Tenant.

7.5 MECHANICS' LIENS. In accordance with the applicable provisions of the
Florida Mechanic's Lien Law and specifically Florida Statutes, Section 713.10,
no interest of Landlord whether personally or in, the Premises, the Land, or the
leasehold interest aforesaid shall be subject to liens for improvements made by
Tenant or caused to be made by Tenant hereunder, further, Tenant acknowledges
that Tenant, with respect to improvements or alterations made by Tenant or
caused to be made by Tenant hereunder. shall promptly notify the contractor
making such improvements to the Premises of this provision exculpating
Landlord's liability for such liens. Notwithstanding the foregoing, in the event
that, in contravention of the terms hereof, any such lien is claimed against the
Premises, the Building, or the Land, Tenant shall have ten (10)

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days after receipt of written notice thereof to remove said lien and thereafter,
in addition to any other right or remedy of Landlord, Landlord may, but shall
not be obligated to, discharge the same. Tenant's failure to remove any lien
within the ten (10) day period set forth herein shall constitute an event of
default hereunder, entitling Landlord to all rights and remedies available under
this Lease or at Law. Any amount paid by Landlord for any of the aforesaid
purposes shall be paid by Tenant to Landlord within ten (10) days of receipt of
Landlord's demand therefore.

7.6 SIGNS AND OTHER STRUCTURES. The Tenant shall not place or maintain or permit
to be placed or maintained, and shall promptly remove any that maybe placed, any
signs, awnings structures, materials or advertising of any kind whatsoever on
the exterior of the Building, or on any exterior windows in said Building, or
elsewhere within the Premises, so as to be visible from the exterior of the
Building, or on the interior walls or partitions, including doorways of the
Premises, visible from the public hallways or other public areas of the Building
without the express prior written consent of the Landlord which consent may be
withheld by Landlord in its sole discretion. Tenant agrees that any signs
erected by it without Landlord's prior approval or not maintained in accordance
with the Landlord's policy will be removed by the Tenant at the Landlord's
request or may be removed by Landlord at the Tenant's expense.

                                 ARTICLE EIGHT
              LANDLORD'S OBLIGATIONS WITH RESPECT TO TILE PREMISES

8.1 LANDLORD'S OBLIGATIONS. Landlord agrees to furnish to the Premises, during
reasonable and normal business hours, and subject to the Rules and Regulations
now or hereafter adopted by the Landlord, the following services:

         (a) office use, replacement of Building Standard lamps, and water at
those points of Electricity (commensurate with the present electrical system and
wiring supplying approximately 110 volts) for lights and other usual and
ordinary office purposes (unless otherwise indicated and agreed upon in EXHIBIT
"A"), including such electrically operated office equipment as electric
typewriters, ordinary desk-type calculators, and adding machines, computers and
word processing equipment and other light fractional-horsepower miscellaneous
machinery. No machinery or equipment, whether electrically powered or otherwise,
other than the usual and. ordinary light, fractional-horsepower office equipment
shall be placed in or upon the Premises without the written consent of the
Landlord, and then only upon such terms and conditions and in such manner and at
such locations, and subject to such restrictions as to use and times for the use
thereof, as the Landlord may prescribe.

         (b) Cleaning services, normal and usual in a. first class office
building, on Monday through Friday, except New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day (collectively
"HOLIDAYS").

         (c) Automatically operated elevator service, public stairs, electrical
current for lighting, incidentals and normal supply provided for general use of
its tenants at all times and on all days of year.

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         (d) Heating, ventilating and. air conditioning on Monday through Friday
from 8:00 a.m. to 9:00 p.m. and Saturdays from 8:00 a.m. to 3:00 p.m., except
Holidays. Landlord shall also furnish heating, ventilating and. air conditioning
at such other times as are now provided for herein, provided Tenant gives
written request to Landlord before noon of the business day preceding such
intended extra usage, and provided Tenant pays to Landlord the sum of $20.00 per
hour for the extra usage of heating or air conditioning, which Landlord may bill
monthly.

         (e) Landlord shall not be liable for, and Tenant shall not be entitled
to any abatement or deduction of rental by reason of the Landlord's failure to
furnish any of the foregoing services, Landlord shall not be liable under any
circumstances for loss of or injury to property, however occurring, through or
in connection with or incidental to failure to furnish any of the foregoing. Nor
shall any such failure relieve the Tenant from the duty to pay the full amount
of Rent and other sums of money herein provided to be paid by the Tenant, nor
shall it constitute a constructive eviction of the Tenant.

8.2 SUPPLEMENTAL SERVICES. Whenever heat generating machines or equipment are
used in the Premises which affect the temperature otherwise maintained by the
air conditioning system, the Landlord reserves the right to install
supplementary air conditioning units in the Premises and the cost thereof;
including the cost of installation, operation and maintenance shall be paid by
the Tenant to the Landlord upon demand by the Landlord.

8.3 DUTY TO REPORT DEFECTIVE CONDITIONS. Tenant agrees to report immediately in
writing to the Landlord any defective condition in or about the Premises, the
Land. or the Building known to Tenant whether Tenant is obligated to repair such
defective condition or not; and a failure to report the same shall make the
Tenant liable to the Landlord. for any expense or damage resulting from such
failure to notify.

                                  ARTICLE NINE
                            PARKING AND COMMON AREAS

9.1 PARKING AND USE OF COMMON AREAS.

         (a) In addition to the Premises, Tenant shall have the non-exclusive
use of the automobile parking areas, together with Common Areas (as designated
by Landlord. from time to time), driveways and footway. Tenant's rights
hereunder shall be subject to the terms and conditions of this Lease and to
reasonable rules and regulations regarding the use thereof; as may from time to
time be prescribed by the Landlord.

         (b) Landlord shall not be liable for any damage of any nature
whatsoever to or any theft of, vehicles or the contents thereof; while in or
about the parking areas.

                                  ARTICLE TEN
                          INSURANCE AND INDEMNIFICATION

10.1 INDEMNIFICATION AND HOLD HARMLESS. Landlord shall not be liable to Tenant
for any injury or damage to any person or property in or about the Premises,
building or Land from any cause whatsoever, including, and without limiting the
generality of the foregoing, water

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leakage caused by water leaks of any character from the roofs, walls, pipes,
basement or other portion of the Premises, the Building or the Land, or caused
by gas, fire, oil, electricity or any cause whatsoever in, on or about the
Premises or the Building or any part thereof, except for injury or damage caused
by gross negligence of Landlord.

         Except to the extent caused by willful or negligent act or omission or
breach of this Lease by Tenant or anyone for whom Tenant is legally responsible,
Landlord will indemnify and hold Tenant harmless from and against any and all
liability, loss claims, demands, or damages or expenses (including reasonable
attorneys' fees) due to or arising out of any willful or negligent act or
admission of or breach of this Lease by Landlord or anyone for whom Landlord is
legally responsible.

         The Tenant will indemnify, defend and save harmless the Landlord and
its agents from and against any and all liability, claims, demands, damages,
expenses, fees, fines, penalties, suits, proceedings, actions and costs of
actions of any kind and nature, including attorneys' fees, and attorneys' fees
on appeal for injury to persons (including death) or property of the Landlord:

         (a) occurring in, on or about the Land, the Building or the Premises,
or any part thereof (including without limiting the generality of the foregoing,
elevators, stairways, passageways or hallways, driveways, ramps and parking
areas), when any such injury or damage shall be caused by the acts or omissions
or negligence, fault or omission of the Tenant, its agents, servants, employees,
or licensees or invitee, or by any person under the control or direction of the
Tenant or shall have arisen in connection with or as a result of Tenant or its
agents, servants, employees, licensees or guests' use of the Premises or
presence in the Building or on the Land, unless caused. by the gross negligence
of Landlord; or

         (b) arising or growing out of or connected. with any breach, violation,
nonperformance, or failure to abide by any covenant, condition, agreement or
provision contained. in this Lease on the part of the Tenant to be kept,
performed complied with or abided by.

10.2 LANDLORD'S INSURANCE. Landlord shall insure the Building and shall maintain
liability and other insurance in such amounts as may be required by Landlord's
mortgagee, or in such amounts as Landlord, in its sole discretion, may deem
appropriate. All such insurance shall be for the sole benefit of Landlord and,
if required, Landlord's mortgagee. Tenant will not do or permit anything to be
done upon or bring or keep or permit anything to be brought or kept upon the
Premises, the Building or the Land which will increase Landlord's rate of
insurance on the Building. If by reason of the failure of Tenant to comply with
the terms of this Lease, or by reason of Tenant's occupancy (even though
permitted or contemplated by this Lease), the insurance rate shall at any time
be higher than it would otherwise be, Tenant will reimburse Landlord for that
part of all insurance premiums charged because of such violation or occupancy by
Tenant. Tenant agrees to comply with any requests or recommendation made by
Landlord's insurance underwriter inspectors.

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10.3 TENANT'S INSURANCE.

         (a) Tenant shall, at Tenant's sole expense, obtain and keep in force
during the Term and any extension or renewal thereof: (i) fire and extended
coverage insurance with vandalism and malicious mischief endorsements and a
sprinkler leakage endorsement, on all of its personal property, including
removable trade fixtures, located in the Premises, and on all leasehold
improvements and all additions and improvements made by Tenant for not less than
the full replacement cost thereof; (ii) comprehensive general liability
insurance, including contractual liability coverage, insuring Landlord (as an
additional insured) and Tenant against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto, and (iii) workman's compensation and employer's liability
insurance, if required by applicable laws.

         (b) Tenant's insurance shall be with insurance companies approved by
Landlord. No insurance shall be approved by Landlord if the company is not: (i)
a responsible insurance carrier authorized to issue the relevant insurance, (ii)
authorized to do business in Florida, and (iii) at least A-rated in the most
current edition of Best's insurance Reports and shall have minimum limits of
Five Hundred Thousand and No/100 Dollars ($500,000.00) for any loss of or damage
to property from any one accident, and One Million and No/100 Dollars
($1,000,000.00) for death of or injury to any one person from any one accident.
The limits of the insurance shall not, however, limit the liability of the
Tenant hereunder. The policies cannot contain provisions, which deny coverage
because the loss is due to the fault of Landlord or Tenant. If Tenant shall fail
to procure and maintain the insurance, Landlord may, but shall not be required
to, procure and maintain same, but at the expense of Tenant. Tenant shall
deliver to Landlord, prior to occupancy of the Premises, copies of policies of
liability insurance required herein, or certificates evidencing the existence
and amount of such insurance, with loss payable clauses satisfactory to
Landlord. Notwithstanding anything herein to the contrary, Landlord. shall have
the tight to review the Tenant's insurance on every year and may require Tenant
to alter its insurance coverage to cover the effects of inflation and to include
or eliminate certain provisions in the Tenant's insurance policy which reflects
the then-current industry standards for the type of insurance coverage.

         (c) Notwithstanding anything herein to the contrary, the parties hereto
release each other and their respective authorized representatives from any
claims for damage to any person or to the Premises, the Building and the Land
that are caused. by or result from risks that are insured against when any
insurance policies carried by the parties and in force as of the time of any
such damage or injury.

10.4 SUBROGATION. Insurance carried by Tenant against loss or damage by fire or
other casualty shall contain, if available without additional cost, a clause
whereby the insurer waives its; right to subrogation against the Landlord.

                                       11
<PAGE>
                                 ARTICLE ELEVEN
                       DAMAGE BY CASUALTY AND CONDEMNATION

11.1 DAMAGE BY CASUALTY. In the event the Premises or the Building are damaged
by fire or other casualty, and the Landlord has adequate insurance coverage, the
Landlord shall forthwith repair the damage, provided the repairs can be made
within one hundred eight (180) days from the date of casualty and provided the
Landlord receives insurance proceeds adequate to pay for the cost of the
repairs. During the period of repair, this Lease shall remain in full force and
effect except that the Tenant shall be entitled to a proportionate reduction in
its Rent and other monetary obligations while such repairs are being made. The
proportionate reduction such sums are to be based upon the extent to which the
damage or casualty materially affects the ability of the Tenant to use the
Premises for the Permitted Use. If the Landlord determines that the repairs
cannot be made within the one hundred eighty (180) day period, or if insurance
proceeds are not available to cover the cost of said repairs, the Landlord shall
have the option either (i) to repair or restore such damage, this Lease
continuing in full force and effect but the Rent to be proportionately reduced
as above stated, or (ii) give notice to the Tenant at any time within one
hundred and. twenty (120) days after the date of the casualty terminating this
Lease. In the event of the giving of such notice this Lease shall expire and all
interest of the Tenant in the Premises shall terminate on the date so specified.
in such notice and Rent and other sums, as abated or reduced, shall be paid up
to the date of such termination. The Landlord agrees to refund to the Tenant any
rent theretofore paid applicable to any period of time subsequent to the date of
termination. Notwithstanding anything to the contrary, the Landlord shall not be
required. to repair any injury or damage by fire or other casualty, or to make
repairs or replacements of any paneling, decorations, partitions, railings,
ceilings, floor coverings, office fixtures or any other property installed in
the Premises by the Tenant. In the event that Landlord elects to repair or
restore the damage to the Premises an such repairs or restoration are not
completed within two hundred ten (210) days from the date of casualty, Tenant
may, at its option cancel this Lease.

11.2 CONDEMNATION. If all of a material portion of the Premises, the Building or
the Land (notwithstanding the fact that the Premises may not be affected by such
taking or appropriation) shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain, Landlord shall have
the right at its option, to terminate this Lease, and the Landlord shall be
entitled to any and all income, rent, awards, or any interest therein whatsoever
that may be paid or made in connection with such public or quasi-public use or
purpose and the Tenant shall have no claim against the Landlord or the
condemning authority for the value of any unexpired term of this Lease. Tenant
may, however, in a separate, subsequent proceeding make a claim for trade
fixtures installed in the Premises, at Tenant's expense, Tenant's moving costs
and Tenant's attorney's fees. If only a part of the Premises shall be so taken
or appropriated, and Landlord. does not terminate this Lease in accordance with
the foregoing, then this Lease shall continue in full force and effect and the
rental thereafter to be paid shall be equitably reduced. The Tenant may
terminate this Lease by reason of taking or an appropriation under eminent
domain authority only if such taking or appropriation shall be of such extent
and nature as to substantially handicap, impede or impair the Tenant's use of
the Premises for the purposes set forth herein.

                                       12
<PAGE>

11.3 EXISTING MORTGAGES. This Lease is subject, subordinate, and inferior to any
mortgage on the Premises and any and all amendments, renewals, and replacements
thereof, and, in the event that any mortgagee, its successors or assigns, or any
purchaser of the Premises at a foreclosure sale of by deed in lieu of
foreclosure, acquires title to the Premises and elects not to terminate this
Lease it shall not be bound by any Rent paid by the Tenant for more than one (1)
month in advance, subject to any offset or deduction against any prior Landlord,
nor be liable for any default under the Lease by any prior Landlord, or liable
for the payment of any Tenant Improvement or other allowance or any other
concession or for the return of any Security Deposit not delivered to it.

                                 ARTICLE TWELVE
                            ASSIGNMENT AND SUBLETTING

12.1 Tenant may not, without the prior written consent of the Landlord which
consent may not be unreasonably withheld by Landlord in its sole discretion,
assign, transfer, mortgage, pledge, hypothecate or encumber this Lease, or any
interest therein, nor sublet the Premises or any part thereof, or permit the use
of the Premises by any party other than the Tenant and its employees. Consent by
Landlord to one assignment or sublease shall not destroy or waive this
provision, and all other assignments and subleases shall like wise be made only
upon the prior written consent of the Landlord. In the event of a proposed
sublease or assignment, Landlord may, in lieu of consenting or denying such
assignment or sublease, cancel this Lease as to the space proposed to be
assigned or sublet. If' such cancellation is only for part of the Premises, then
equitable adjustments shall be made to the Rent and other sums payable by Tenant
pursuant to this Lease. If Landlord consents to an assignment or sublet (i) such
obligations or liabilities under this Lease and (ii) any extensions, renewals,
first refusal rights or options hereunder will automatically be of no force or
effect for the assignee or sub lessee or Tenant. If Tenant is any entity, any
change to the structure of such entity or any disposition(s) of any of the
interests therein by sale, assignment, operation of law or otherwise, or any
change in the power to vote the interests therein, will be treated as a
prohibited assignment of this Lease requiring Tenant to obtain Landlord's prior
written consent. In the event any assignment or subleasing is consented to by
Landlord. Tenant shall pay to Landlord any rent or other consideration received.
by Tenant in excess of the amount of Rent and. other sums which the Tenant is
paying or is obligated to pay during the term of the assignment or sublease.
Sublessee or assignees shall become and shall expressly agree in writing to
become liable to the Landlord for all obligations of the Tenant, without
relieving the Tenant's liability, which liability shall remain unabated during
the term of this Lease Agreement and. any renewals thereof. Any attempt by
Tenant to sublease or assign its interest hereunder without Landlord's consent
shall be null and void and of no effect, Furthermore such attempted assignment
or sublease shall constitute a default hereunder.

                                ARTICLE THIRTEEN
                          SALE OR MORTGAGE BY LANDLORD

13.1 MORTGAGEE'S RIGHTS AND ESTOPPEL LETTERS. Tenant agrees that this Lease is
and shall be inferior and subordinate to any mortgage deed and security
agreement now or in the future encumbering the Building or Land and to all
advances already made, or which maybe hereafter made, on account of the mortgage
deed and. security agreement to the full extent of all debts and charges secured
thereby and to any renewals, enlargements or extensions of any part

                                       13
<PAGE>

thereof and to any mortgage which the Landlord, any owner of or other Landlord
of the Building or Land may hereafter, at any time, elect to place on the
Building or Land. Tenant shall upon request execute any document which the
Landlord may deem necessary to accomplish that end, and, in the event Tenant
fails to do so within five (5) days of Landlord's request, the Landlord is
granted a power-of-attorney by Tenant and is empowered to execute such document
or documents in the name of the Tenant, and as the act and deed of the Tenant,
and this authority is hereby declared to be coupled with an interest in real
estate and not revocable.

         The Tenant at any time and from time to time at the request of the
Landlord (including at the time of Commencement Date), or of any mortgagee or
purchaser or any prospective mortgagee or purchaser of the Premises or of the
Building or the Land, will execute, acknowledge and deliver to the Landlord, or
such mortgagee or purchaser or prospective mortgagee or purchaser requesting the
same, a certificate executed by the Tenant certifying:

         (a) That this Lease is unmodified and in full force and. effect (or, if
there had been. modifications, that the same is still in fall force and effect
as modified and stating the modifications);

         (b) Whether or not there are then existing any offsets or defenses
against the enforcement of any of the terms hereof (and, if so specifying same);

         (c) That there exist no condition or event which constitutes an event
of default hereunder or which, after notice or lapse of time, or both, would
constitute an event of default or if any such condition or event exists,
specifying the nature and period of existence thereof and what action the Tenant
has taken, is taking and purposes to take with respect thereof;

         (d) The dates, if any, to which the Rent and other sums or other
charges and deposits have been paid in advance;

         (e) The amount of rentable square footage comprising the Premises and
the Commencement Date (i.e. the date when Tenant's obligation to pay rent
commences) of this Lease; and

         (f) It is agreed by the Tenant that any such certificate may be relied
upon by the Landlord, any purchaser or prospective purchaser and. any mortgagee
or prospective mortgagee of the Premises or of the Building or the Land, or any
part thereof.

         In the event of foreclosure, or the transfer of title by a deed in lieu
of foreclosure, Tenant agrees, upon request to attorn to the purchaser or
transferee pursuant to any such transfer in lieu of foreclosures or at
foreclosure sale and at the option of such purchaser or transferee, the Tenant
shall thereafter remain bound, pursuant to the terms of this Lease as if a new
and identical Lease between such purchaser or transferee, as Landlord, and.
Tenant, as Tenant, has been entered into for the remainder of the Lease Term.

13.2 SALE BY LANDLORD. In the event of a sale or conveyance of the Building
and/or the Land by the Landlord, so long as Landlord has given the Tenant notice
of the same, the same shall operate to release the Landlord from any future
liability upon any of the covenants or

                                       14
<PAGE>

conditions, expressed or implied, herein contained in favor of the Tenant. In
such event, the Tenant agrees to look solely to the successor in interest of the
Landlord in and of this Lease in pursuit of any remedies or obligations due
Tenant hereunder. This Lease shall not be affected by any such sales, and the
Tenant agrees to attorn to the purchaser or assignee.

                                ARTICLE FOURTEEN
                              DEFAULTS AND REMEDIES

14.1 DEFAULTS. The following shall be events of default hereunder:

         (a) In the event that Rent, additional rent or any other monetary
amounts owed by Tenant hereunder, are not paid within five (5) days of the date
when due;

         (b) In the event, the Premises are abandoned, deserted or vacated; or

         (c) In the event, the Tenant fails to comply with a term, provision or
covenant of this Lease, or the Tenant violates any rules and regulations now or
hereafter established. for the operation of the Building and such failure is not
cured within ten (10) days after receipt of notice from Landlord advising Tenant
of such default; or

         (d) To the extent permitted by applicable law, any petition is filed by
or against the Tenant under any section or chapter of the Federal Bankruptcy Act
as amended; (and with respect to an involuntary petition, Tenant shall not have
discharged or caused same to be discharged within thirty (30) days from the date
of filing or such petition); or

         (e) In the event, the Tenant becomes insolvent or makes a transfer in
fraud of credit; or

         (f) In the event, the Tenant makes an assignment for the benefit of
creditors; or

         (g) In the event, a. receiver is appointed for a substantial part of
all of the assets of the Tenant and said receiver is not discharged within
thirty (30) days after the date of appointment thereof; then upon the happening
of any of the foregoing events of' default, the Landlord shall have the option
to proceed according to one or more of the following courses of action:

                  (i) Terminate this Lease, in which event the Tenant shall
immediately surrender the Premises to the Landlord, but if the Tenant shall fail
to do so, the Landlord may, without further notice and without prejudice to any
other remedy the Landlord may have for possession or arrearage in rental, enter
upon the Premises, refuse to repair and maintain any mechanical or electrical
system or disconnect any such services to the Premises and expel or remove the
Tenant and its personal property without being liable to prosecution or any
claim for damages therefore and without said entry affecting the Landlord's
right to thereafter claim and collect all monies owed and to be owed under this
Lease. The Tenant shall indemnify the Landlord for all loss and damage that
Landlord may suffer by

                                       15
<PAGE>

reason of such termination, whether through inability to relet the Premises, or
through decrease in rental, or otherwise;

                  (ii) Declare the entire amount of Rent and other sums owed
(based on the most recent figures that would become due and payable during the
remainder of the Term to be due and payable immediately, in which event the
Tenant shall pay the same at once, together with all rent theretofore due. The
Landlord and the Tenant agree that such payment shall not constitute a penalty
or forfeiture but is payment of liquidated damages. The acceptance of such
payment by the Landlord shall not constitute a waiver of any failure of the
Tenant to comply with any term, provision, or covenant of this Lease or any
violation of the rules and regulations;

                  (iii) Enter the Premises as the agent of the Tenant without
being liable to prosecution or any claim for damages therefore, and relet the
Promises as the agent of the Tenant, and receive the rental therefore, and
Tenant shall pay to the Landlord, on demand, at the office of the Landlord any
deficiency that may arise in the event of such reletting;

                  (iv) As agent of the Tenant, do whatever the Tenant is
obligated to do by provisions of this Lease and enter the Premises, without
being liable to prosecution or any claims for damage therefore, in order to
accomplish this purpose. The Tenant shall reimburse the Landlord immediately
upon demand. for any expense that the Landlord may incur in effecting compliance
with this Lease on behalf of the Tenant, and the Tenant further agrees that the
Landlord shall not be liable for any injury to person or damage to property
resulting from such action; and

                  (v) Pursuit by the Landlord and any of the foregoing causes of
action shall not constitute an election of remedies nor shall it preclude the
pursuit of any other course of action herein provided or any other remedies
provided bylaw. No termination of this lease by lapse of time or otherwise shall
affect the Landlord's right to collect Rent for a period prior to the
termination hereof. No action or thing done by the Landlord or its employee and
agents during the Term shall be deemed an acceptance or surrender of the
Premises, nor a. constructive eviction, and no agreement to accept a surrender
of the Premises shall be valid, unless the same shall be in writing and signed
by the Landlord.

                  (h) It shall `be considered a default of this Lease if Tenant
fails to supervise or instruct its employees to conduct themselves in a business
like manner when in any common areas inside or outside the building as defined
by the Landlord.

14.2 ABANDONMENT. In the event of abandonment of the Premises, any personal
property belonging to the Tenant and left on the Premises shall be deemed to be
abandoned, at the option of the Landlord, and the rights conferred upon the
Landlord by this agreement with regard to the disposition of said personal
property shall remain in full force and effect.

                                       16
<PAGE>

14.3 RIGHT OF LANDLORD TO PERFORM. All covenants and obligations to be performed
by the Tenant under any of the terms of this Lease shall be performed by the
Tenant at the Tenant's sole cost and expense and without any abatement of Rent
or other sums clue. If the Tenant shall fail to pay any sum of money, other than
Rent required to be paid by it hereunder or shall fail to perform any other act
on its parts to be performed, and such failure shall continue for ten (10) days
after notice hereof by the Landlord (provided, however, in the event of an
emergency no such notice shall be necessary), the Landlord may, but shall not be
obligated to do so, and without waiving or releasing the Tenant from any
obligation of the Tenant, perform of the Tenant's behalf any such acts to be
made or performed. Any cost so incurred by Landlord, together with interest
thereon, at the highest rate allowable by law, shall be payable to the Landlord
on demand, and the Landlord shall have the same rights and remedies in the event
of the nonpayment of Rent.

14.4 ATTORNEY'S FEES AND COSTS. The Landlord and Tenant further agree to pay all
reasonable costs and expenses, including a reasonable attorney's fee, which
maybe sustained or incurred by the other party in the enforcement or declaration
of any rights, remedies or obligations of the Landlord and Tenant, whether
arising under this Lease or granted, permitted or imposed by law or otherwise,
including attorney's fees incurred in connection with appellate proceedings.

14.5 DISHONORED CHECKS. If' Tenant makes payment to Landlord with a check which
is refused by the drawee because of lack of funds, or credit, Landlord shall
have the right to collect a. service charge of One Hundred Dollars ($100.00) or
five percent (5%) of the face amount of the check, whichever is greater. If it
is necessary for Landlord to bring a legal action for recovery, the Tenant shall
be additionally liable for court costs and attorney's fees.

                                ARTICLE FIFTEEN
                            MISCELLANEOUS PROVISIONS

15.1 RIGHT OF ENTRY. Tenant agrees that the Landlord shall have the right at any
time and from time to time to enter the Premises (subject to giving Tenant
reasonable notice of the same except in the event of an emergency in which case
no such notice shall be necessary) to inspect the same, to make repairs, to
supply janitor service and any other service required to be made by Landlord;
Landlord may submit the Premises to prospective purchasers or tenants, have
entry to post appropriate or lawful notices, and to alter, improve or repair the
Premises and any portion of the Building without abatement of Rent or other
sums. Landlord may for that purpose erect scaffolding any other necessary
structures where reasonably required by the character of the work to be
performed, always providing the entrance to the Premises shall not be blocked
hereby, and further providing that the business of the Tenant shall not be
interfered with unreasonably. Tenant waives any claims for damages for any
injury or inconvenience to or interference with the Tenant's business and loss
of occupancy or quiet enjoyment of the Premises. For each of the aforesaid
purposes, Landlord shall at all times retain a key with which to unlock all of
the doors in the Premises. Landlord shall have the right to use any and all
means which Landlord may deem proper to open said doors in an emergency and any
entry to the Premises obtained by the Landlord by any of said means, or
otherwise, shall not under any circumstances be deemed to be a forcible or
unlawful entry into, or a detainer of, the Premises, or an eviction of the
Tenant from the Premises or any portion thereof.

                                       17
<PAGE>

15.2 REAL ESTATE BROKER. The Tenant represents and warrants that neither the
Tenant nor any of the Tenant's representatives, employees, or agents have dealt
with or consulted any real estate broker in connection with this Lease except
for Tower Realty Services, Inc. and Harbert Realty Services of Florida which,
according to Chapter 475, discloses that they represent the Landlord and whose
fees will be paid by the Landlord. Without limiting the effect of the foregoing,
the Tenant agrees to indemnify, defend and hold the Landlord harmless against
any claim, or demand made by a real estate broker or agents claiming to have
dealt or consulted with the Tenant or any of the Tenant's representatives,
employees or agents contrary to the foregoing representations and warranty.
Tenant specifically waives any right to interpose or be represented by a broker
for any renewal, extension, expansions of this Lease or the Premises, or any new
negotiation for any other space in the building after the date of execution of
this Lease by Landlord.

15.3 NON-WAIVER. The waiver by the Landlord of any term, covenant or condition
herein shall not be deemed to be a waiver of such term, covenant or condition or
any subsequent breach of the same or any other term, covenant or condition
contained in this Lease. The acceptance of Rent or other sums by the Landlord
shall not be deemed to be a waiver of any breach by the Tenant of any term,
covenant or condition of this Lease.

15.4 NOTICES. All notices and demands that may be or are required to be given by
either party to the other shall be in writing. Any written notice to either the
Landlord or the Tenant shall be deemed delivered (whether or not received) when
mailed by certified or registered mail, postage prepaid, and deposited in the
United States Mail. Any written notice not so mailed shall be deemed to have
been received upon its actual receipt, with the sender of the notice bearing the
burden of proving receipt. Notices to the Tenant may be addressed to the
Premises, or to such other place as the Tenant may from time to time designate
in a notice to the Landlord. All notices and demands by the Tenant to the
Landlord shall be sent as above required to, Emerson Investments International,
Inc., 5728 Major Blvd., Suite 200, Orlando, Florida 328l9 or to such other
person or place as the Landlord may from time to time designate in a notice to
the Tenant.

15.5 CAPTIONS. Captions of each paragraph are added as a matter of convenience
only and shall be considered to be of no effect in the construction of any
provision or provisions of this Lease.

15.6 DEFINITIONS. The words "Landlord" and. "Tenant" as used herein shall
include the plural as well as the singular. Words used in the masculine gender
include the feminine and. neuter. If there be more than one Tenant, the
obligations hereunder imposed upon the Tenant shall be joint and several. The
term "business day" or "business days" as used in this Agreement, and except as
modified by the rules and regulations from time to time adopted by the Landlord,
shall exclude Saturdays, Sundays and all Holidays.

15.7 TIME. Time is of the essence of this Lease and each and all of its
provisions.

15.8 LEASE EXAMINATION. The submission of this instrument for examination of
signature by the Tenant does not constitute a reservation of, offer or an option
to lease, and it is not effective as a lease or otherwise until execution and
delivery by both Landlord and Tenant.

                                       18
<PAGE>

15.9 SEVERABILITY. If any clause of provision of this Lease is illegal, invalid
or unenforceable under present or future laws (the deletion of which would not
adversely affect the receipt of any material benefit or substantially increase
the burden of any part hereto) effective during this Term, then and in that
event, it is the intention of the parties that the remainder of this Lease, and
the Term covered thereby, shall not be affected. All rights, powers, and
privileges conferred by this Lease upon the parties shall be cumulative but not
restricted to those given by law.

15.10 ENTIRE AGREEMENT AND MODIFICATION. This Lease contains the entire
agreement of the parties, and no representations, inducements, promises or
agreements, oral or otherwise, between the parties not embodied in this
instrument shall be of any force or effect. No amendment, modification or
variation of this Lease or any of its terms or provisions shall be effective,
binding or valid unless and until it is reduced to writing and executed by the
parties. No failure of the Landlord to exercise any power given the Landlord by
this instrument, or to insist upon strict compliance by the Tenant of any
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of the Landlord's right to demand
exact compliance with the terms of this Lease.

15.11 NO ESTATE IN LAND. This Lease shall create the relationship of Landlord
and Tenant. No estate shall pass out of the Landlord and the Tenant has only a
right to use that is not subject to levy and sale.

15.12 SPECIAL PROVISIONS. Insofar as the attached special stipulations, if any,
conflict with any of the foregoing provisions, the special provisions shall
control.

15.13 RULES OF CONSTRUCTION. This Lease shall be construed under the laws of the
State of Florida.

15.14 PLANS. Any floor plan, thawing or sketch that is attached to or made a
part of this Lease, is used solely for the purpose of reasonably approximately
identification and location of the Premises, and any markings, measurements,
dimensions or notes of any kind contained therein (other than the outline of the
Premises for approximate identification and location of the Premises) are not to
be considered apart of this Lease.

15.15 SUCCESSORS AND ASSIGNS. The covenants and. conditions herein contained
shall, subject to the provisions as to assignment, apply to and bide the heirs
successors, executors, administrators and assigns of the parties hereto.

15.16 LANDLORD'S LIABILITY. Notwithstanding any provisions herein to the
contrary, Tenant specifically agrees to look solely to Landlord's interest in
the Building (including casualty or condemnation proceeds) for the recovery of
any judgment from Landlord. It being agreed that neither Landlord nor its
principals shall ever be personally liable for any such judgment.

15.17 HAZARDOUS MATERIALS AND POLLUTANTS. Tenant shall have no right and
specifically agrees to not permit or allow any hazardous, dangerous chemicals or
materials into the Building, Land, or Premises. Tenant discloses to Landlord
that it intends to use the hereinafter described toxic chemicals (or other
substances that constitute hazardous substances) in its business

                                       19
<PAGE>

operations to be conducted on the Premises and that the manner of their usage in
Tenant's operations, the hazardous by-products derived therefrom, and the manner
of disposal of such by-products is as hereafter described as none used by
Tenant. Tenant shall indemnify, defend and hold Landlord harmless from any and
all liability, claims costs, fines, fees, actions, or sanction asserted by or on
behalf of any person or governmental authority arising from or in connection
with Tenant's use or misuse, handling or mishandling, storage, spillage,
discharge, seepage into water bodies or the groundwater supply, or release into
the atmosphere of any hazardous materials, toxic substances, pollutants, or
contaminants, whether solid, liquid or gas. Tenant shall take all reasonable
precautions and safety measures, in accordance with current technology, to
prevent the release of hazardous materials, toxic substances, pollutants, and
contaminants under Tenant's control. In the event Tenant learns of the discharge
upon the Premises of any hazardous materials, pollutant or contaminant under
Tenant's control, Tenant shall immediately undertake to contain, remove, and
abate the discharge. Failure of Tenant to comply with the provisions of this
Paragraph 15.17 shall constitute an event of default. This indemnification
obligation shall survive the expiration or termination of this Lease, and shall
be binding personally on all officers, directors or other individuals of any
entity that Tenant may be executing this Lease in the name of.

15.18 RADON GAS. Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present a health
risk to persons who are exposed to it over time. Levels of radon that exceed
Federal arid State guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing maybe obtained from
your county public health unit.

15.19 WAIVER BY TENANT. To the extent permitted by law, Tenant hereby waives (a)
jury trial in any action or proceeding regarding a default by Tenant and/or
Landlord's right to possession of the Premises, and (b) in any action or
proceeding by Landlord for monies owed by Tenant and/or possession of the
Premises, then Tenant waives the right to interpose any cross claim or
counterclaim (except a mandatory cross claim or counterclaim if the same is
provided for pursuant to Florida law). However, the foregoing will not prohibit
Tenant from bringing a separate lawsuit against Landlord.

15.20 LANDLORD'S RESERVATION OF RIGHTS WITH RESPECT TO THE BUILDING. Landlord,
in addition to all other rights which it may have under this Lease, hereby
expressly reserves all tights in connection with the Land, the Building or the
Premises not expressly and specifically granted to Tenant under this Lease and
Tenant hereby waives all claims for damages, loss, expenses, Liability, eviction
or abatement it has or may have against Landlord on account of Landlord's
exercise of its reserved rights, including, but not limited to, Landlord's right
to alter the existing name, address, style or configuration of the Building or
the common areas, signage, suite identifications, parking facilities, lobbies,
entrances and exits, elevators and stairwells. Landlord reserves the right to
use, install, monitor, and repair pipes, ducts and conduits within the walls,
columns, and ceilings of the Premises.

15.21 AUTHORITY. If more than one person or entity is named herein as Tenant,
their liability hereunder will be joint and several. In case Tenant is a
corporation, Tenant (a) represents and warrants that this Lease has been duly
authorized, executed and delivered by and on behalf of Tenant and constitutes
the valid and binding agreement of Tenant in accordance

                                       20
<PAGE>

with the terms hereof, and (b) Tenant shall deliver to Landlord or its agent,
concurrently with the delivery of this Lease, executed by Tenant, certified
resolutions of the board of directors (and shareholders, if required)
authorizing Tenant's execution and delivery of this Lease and the performance of
Tenant's obligations hereunder. In case Tenant is a partnership, Tenant
represents and warrants that all of the persons who are general or managing
partners in said partnership have executed this Lease on behalf of Tenant, or
that this Lease has been executed and delivered pursuant to and in conformity
with a valid and effective authorization therefor by all of the general or
managing partners of such partnership, and is and constitutes the valid and
binding agreement of the partnership and each and every partner therein in
accordance with its terms. It is agreed that each and every present and future
partner in Tenant shall be and remain at all times jointly and severally liable
hereunder and that neither the death, resignation or withdrawal of any partner,
nor the subsequent modification or waiver of any of the terms and provisions of
this Lease, shall release the liability of such partner under the terms of this
Lease unless and until Landlord shall have consented in writing to such release.

15.22 FORCE MAJEURE. If, by reason of (i) strike, (ii) labor troubles, (iii)
governmental preemption in connection with a national emergency, (iv) any rule,
order or regulation of any governmental agency, (v) conditions of supply or
demand which are affected by war or other national, state or municipal
emergency, or any other cause, or (vi) any cause beyond Landlord's reasonable
control, Landlord is unable to perform or is delayed in performing any of its
obligations under this Lease (including Improvements, if applicable) or is
unable to supply or is delayed in supplying any service which Landlord is
obligated to supply, then Landlord shall have no liability in connection with
that inability and this Lease and Tenant's obligation to perform all of Tenant
obligations under this Lease shall in no way be affected, impaired or excused.

15.23 PAYMENT ALLOCATION. If Tenant is in arrears in payment of any amount of
Rent to be paid hereunder, Tenant waives Tenant's rights, if any, to designate
the items against which any payments made by Tenant are to be credited, and
Landlord may apply any payments made by Tenant to any items it sees fit,
irrespective of and notwithstanding any designation or request by Tenant as to
the items against which any such payments shall be credited.

15.24 RECORDATION. Tenant agrees not to record this Lease or any memorandum
hereof but Landlord may record this Lease or a memorandum thereof, at is sole
discretion.

15.25 ANTENNAE RIGHTS. Subject to Landlord's approval of specifications,
location and installation, Tenant shall be permitted to install, for its own
use, satellite and/or communications equipment, provided it does not interfere
with other Tenant's in the building and Tenant shall abide by and be subject to
local government regulations. Furthermore, Tenant shall be responsible for any
damage to roof and shall be responsible to restore the roof to its original
condition (normal wear and tear excepted) at the end of' the lease term.

                                       21
<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the
date here below written.

WITNESSETH:                             LANDLORD:

                                            EMERSON INVESTMENTS
                                            INTERNATIONAL, INC.

___________________________
As to Landlord                          By: _____________________________
                                            Joseph Pasqualetti, President

                                        Date: ___________________________


WITNESSETH:                             TENANT:

                                            EMPIRE FINANCIAL HOLDING
                                            COMPANY

___________________________
As to Tenant                                By: _________________________
                                                Kevin M. Gagne

                                            Date: _______________________



                                       22
<PAGE>
                                   EXHIBIT "A"




                                       23
<PAGE>
                                   EXHIBIT "B"

                                 SANLANDO CENTER
                              RULES AND REGULATIONS

         The Rules and Regulations set forth in this Exhibit shall be and hereby
are made a part of the Lease to which they are attached. Whenever the term
"Tenant" is used in these Rules and Regulations, it shall be deemed to include
Tenant; its employees or agents and any other persons permitted by Tenant to
occupy or enter the Premises. Landlord may from time to time modify the
following Rules and Regulations.

1. OBSTRUCTION. Sidewalks, entries, passages, corridors, halls, lobbies
stairways, elevators, and other common facilities of the Building shall be
controlled by Landlord and shall not be obstructed by Tenant or its suppliers,
vendors, or other agents, or used for any purpose other than ingress and egress
to and from the Premises. Tenant shall not place any item in any of such
locations, whether or not any such item constitutes an obstruction, without the
prior written consent of Landlord. Landlord shall have the right to remove any
obstruction or any such item without notice to Tenant and at the expense of
Tenant. The floors, skylights, and windows that reflect or admit light into any
place shall not be covered or obstructed by Tenant.

2. ORDINARY BUSINESS HOURS. Whenever ordinary business hours is used in the
Lease or in these Rules and Regulations, the ordinary business hours of the
Building shall be from 8:00 AM to 9:00 PM Monday through Friday and 8:00 AM to
3:00 M Saturday, excluding the legal holidays as designated by the Landlord.

3. DELIVERIES. Tenant shall insure that all deliveries to Tenant at the Premises
shall be made only upon the elevator designated by Landlord for deliveries and
only during the ordinary business hours of the Building except furniture. (See
Section 4.) Large and/or extremely heavy supply deliveries must be coordinated,
in advance, with building management. If any person delivering supplies to
Tenant damages the elevator or any other part of the Building, Tenant shall pay
to Landlord upon demand the amount required to repair such damage.

4. MOVING. Furniture and equipment shall be moved in or out of the building only
upon the elevator designated by Landlord for deliveries and the only during such
hours and in such manner as may be prescribed by Landlord. Landlord shall have
the right to approve or disapprove the movers or moving company employed by
Tenant and Tenant shall require such movers to use only the loading facilities
and elevator designated by Landlord. If Tenant's movers damage the elevator or
any other part of the Building or Premises, Tenant shall pay the Landlord upon
demand the amount required to repair such damages.

5. HEAVY ARTICLES. No safe or article the weight of which may in the reasonable
opinion of Landlord, constitute a hazard or result in. damage to the Building or
its equipment, shall be moved into the Premises. Safes and other heavy
equipment, the weight of which will not constitute a hazard or result in damage
to the Building or its equipment, shall be moved into, from or about the
Building or its equipment, only during such hours and in such

                                       24
<PAGE>

manner as shall be prescribed by Landlord. Landlord shall have the right to
designate the location of such articles in the Premises.

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

7. BUILDING SECURITY. Landlord may restrict access to and from Premises and the
Building outside the ordinary business hours of the Building far reasons of
Building security. Landlord may require identification of persons entering and
leasing the Building during this period and, for this purpose may issue Building
passes to Tenants of the Building.

8. PASS KEY. The janitor of the building may at all times keep a pass key to the
Premises, and he and other agents of Landlord shall at all times be allowed
admittance to the Premises.

9. LOCKS AND KEYS FOR PREMISES. No additional lock or locks shall be placed on
any door in the Building, and no existing lock shall be changed unless the
written consent of Landlord shall first have been obtained and duplicate key
provided to Landlord. Landlord, if locked by Landlord, will furnish a reasonable
number of keys to the Premises and to the toilet rooms, and Tenant shall not
have any duplicate keys made. At the termination of this tenancy, Tenant shall
promptly return to Landlord all keys to the Building, offices, and toilet rooms.

10. SIGNS. Landlord will provide building standard signs to Tenant's entrance
door for Tenant. No advertisement, sign or other notice shall be inscribed,
painted or affixed on any part of the outside or inside of the Building, except
upon. the interior doors as permitted by Landlord.

11. USE OF WATER FIXTURES. Water closets and other water fixtures shall not be
for any purpose other than that for which the same are intended. Tenant shall
pay for any damage resulting to the same from misuse on the part of Tenant. No
person shall waste water by tying back or wedging the faucets, or in any other
manner.

12. NO ANIMAL/EXCESSIVE NOISE. Tenant shall bring no animals into the building,
No person shall disturb the Tenants of

13.

14.

15. WINDOWS AND ENTRANCE DOORS. Window shades, blinds or curtains of a uniform
Building Standard color and pattern only shall be provided for the exterior
glass of the

                                       25
<PAGE>

Building by Landlord. Tenant's entrance doors should be kept closed at all times
in accordance with the fire code.

16. HAZARDOUS: OPERATIONS AND ITEMS. Tenant shall not install or operate any
steam or gas engine or boiler, or carry on any mechanical business in the
Premises without Landlord's prior written consent. Consent may be withheld in
Landlord's absolute discretion. The use of oil, gas or inflammable liquids for
heating, lighting or any other purpose are expressly prohibited. Explosive or
other articles deemed extra hazardous, shall not be brought into the building.
Tenant shall comply with Right to Know laws.

17. HOURS FOR REPAIR MAINTENANCE AND ALTERATIONS. Any repairs, maintenance and
alterations required or permitted to be done by Tenant under the Lease shall be
done only during the ordinary business hours of the Building; unless Landlord
shall have first consent, in writing, to such work being done outside of such
times. If Tenant desires to have such work done by Landlord's employees on
Saturdays, Sundays, holidays, or weekdays outside of ordinary business hours and
Landlord's obligations, Tenant shall pay the cost of such labor.

18. NO DEFACING. Except as permitted by Landlord, Tenant shall not mark upon,
cut, drill into, drive nails or screws into, or any way deface the doors, walls,
ceilings, or floors of the Premises of the Building. In addition, no connection
shall be made to the electric wires or electric fixtures without the express
written consent, on each occasion, of Landlord or its agents. Tenant shall pay
for any defacement, damage or injury caused by Tenant.

19. LIMIT ON EQUIPMENT. Tenant shall not, without Landlord's prior written
consent, install or operate any computer using more than (10) AMPS, duplicating
or other large business machines or equipment upon the Premises, or carry on any
mechanical business thereon. If Tenant requires any interior wiring, such as for
a business machine, intercom, printing equipment or copying equipment, such
wiring shall be done by the electrician of the Building only at Tenant's
expense. No outside wiring persons shall be allowed to do work of this kind
unless by written consent of Landlord or its representatives. If telegraphic
equipment or telephonic service is desired, the wiring for it shall be done as
directed by the electrician of the Building to supervise the same. No boring or
cutting for wiring shall be done unless approved by landlord or its
representatives, as stated.

20. SOLICITATION/FOOD & BEVERAGES. Landlord reserves the right to restrict,
control or prohibit canvassing, soliciting and peddling within the Building.
Tenant shall not grant any concession, licenses or permission for sale or taking
of orders for foods, services or merchandise in the Premises, nor install, or
permit the installation or use of any machine or equipment for dispensing goods,
foods, or beverages in the Building, nor permit the preparation, serving,
distribution or delivery of food or beverages in the Premises without the
approval of Landlord and in compliance with arrangement prescribed by Landlord.
Only persons approved in writing by Landlord shall be permitted service,
distribute or deliver food and beverages within the Building or to use the
elevators or public areas of the Building for that purpose.

21. CLEANING. No Tenant shall employ any person or persons, other that the
janitor of Landlord, for the purpose of cleaning Premises, unless otherwise
agreed to by Landlord

                                       26
<PAGE>

in writing. Except with the written, consent Landlord no person or persons,
other than those approved by Landlord, shall be permitted to enter the Building
for the purpose of cleaning same. No Tenant shall cause unnecessary labor by
reason of such Tenant's carelessness or indifference in the preservation of good
order and cleanliness of Premises. Landlord shall in no way be responsible to
any Tenant for any loss of property on the Premises, however, occurring or for
any damage done to the effect of any Tenant by the janitor or any other employee
of any other person.

22. ELECTRIC RESTRICTIONS. No Tenant shall install any radio or television
antenna.

23. LANDLORD'S RIGHT TO WAIVER. Landlord may waive any one or more of these
reasonable Rules and Regulations for the benefit of any particular Tenant or
Tenants, but no such waiver by Landlord shall be construed as a waiver of such
Rules and Regulations in favor of any other Tenant or Tenants, nor prevent
Landlord from thereafter enforcing any such Rules and Regulations against any or
all Tenants of the Building.

24. ADDITIONS AND CHANGES. Landlord reserves the right to make such other
reasonable Rules and Regulations as in its judgment may from time to time be
needed for safety and security, for care arid cleanliness of the Building and
for preservation of good order therein. Tenant agrees to abide by all such Rules
and Regulations hereinabove stated and any additional Rules and Regulations,
which are adopted.

25. WALL COVERING. All wallpaper or vinyl fabric materials, which Tenant may
install on painted walls, shall be applied with a strippable adhesive. The use
of non-strippable adhesives will cause damage to the walls when materials are
removed, and repairs made necessary thereby shall be made by Landlord at
Tenant's expense.

26. CARPET CARE. Tenant shall provide and maintain hard surface protective mats
under all desk chairs, which are equipped with casters to avoid excessive wear
and tear to carpeting. If Tenant fails to provide such mats, the cost of carpet
repair or replacement made necessary by such excessive wear and tear shall be
charged to and paid for by Tenant.

27. FIRE SAFETY. Tenant will adhere to all fire safety practices as established
by the local authorities and inform its employee of same.

28. TENANT'S RESPONSIBILITIES. Tenant shall be responsible for the observance of
all the foregoing Rules and Regulations by Tenant's employees, agents, clients,
customers, invitees and guests.

29. RULES AND REGULATIONS. These Rules and Regulations are in addition to, and
shall not be construed to in any way modify, alter or amend, in whole or part,
the terms, covenants, agreements in the Building. It is the Tenant's sole
responsibility to abide by such Rules and Regulations, and failure to do so may
result in default under the terms of the Lease.

30. CAPTIONS. The caption for each of the Rules and Regulations is added as a
matter of convenience only and shall be considered of no effect in the
construction of any provisions of these Rules and Regulations.

31. FIRE ALARM TESTING. Landlord shall use its best reasonable efforts not to
schedule any fire alarm testing during the hours of 9:00 a.m. and. 4:00 p.m.
unless required by any particular governmental agency or department.

                                       27
<PAGE>
                                   EXHIBIT "C"

                                PARKING ADDENDUM

                                 TO OFFICE LEASE
          BETWEEN EMERSON INVESTMENTS INTERNATIONAL, INC. ("LANDLORD")
                                       AND
                        EMPIRE FINANCIAL HOLDING COMPANY

         So long as this Lease remains in effect and Tenant is not in default
hereunder, Tenant shall have an exclusive license to use up to two (2) parking
spaces which service the Building in consideration for Tenant's payment of Fifty
Dollars and 00/100 ($50.00) per month per space for a total of One Hundred
Dollars and 00/100 ($100.00) plus sales and use tax which shall be due and
payable as Additional Rent at the same time as are Tenant's monthly installments
of Base Rent. This exclusive license shall commence an the date on which
Tenant's rental obligation under the Lease commences, and shall terminate on
Expiration Date of the Lease. Provided, however, that upon not less than 30 days
notice from Landlord to Tenant, Landlord shall have the right to increase the
monthly payment hereunder to the prevailing rate for parking as then determined
by Landlord, but upon the giving of any such notice, Tenant shall have the right
to terminate this parking agreement commencing on the date on which the increase
in payment is to occur. If Tenant does not give notice to Landlord at least 15
days prior to the date on which the increase in the amount of the payment
hereunder is to occur, then. it shall be conclusively presumed that Tenant
agrees to such increase and Tenant shall have waived its right to terminate this
parking agreement as a result of such increase in the payment.

         Upon not less than 30 days notice from Landlord to Tenant, Landlord may
alter the number of parking spaces which Tenant shell have the right to use,
provided that the number of spaces provided to Tenant shall not be diminished
below that number of parking spaces set forth above. Landlord reserves the right
to specifically assign and reassign from time to time any or all of said parking
spaces among the tenants of the Building in any manner in which Landlord
determines in its sole discretion and Tenant shall, upon not less then 10 days
notice from Landlord, furnish Landlord with the state automobile license numbers
assigned to its automobile or automobiles and the automobiles of all its
employees and representatives employed or working in the premises, and Tenant
agrees to comply with such other requests as Landlord may make in Landlord's
enforcement of any parking control program. Notwithstanding the existence of any
such control, Landlord shall not be responsible to Tenant, its employees,
agents, representatives, customers or invitees for any violation of any parking
control program implements by the Landlord.

         The provisions of this Addendum supplement and are specifically subject
to all provisions of the Lease.

                                       28
<PAGE>
                                ADDENDUM TO LEASE

         This ADDENDUM TO LEASE (hereinafter referred to as "Addendum") is made
and entered into this 23rd day of January, 2004 by and between EMERSON
INTERNATIONAL, INC., Landlord, and EMPIRE FINANCIAL HOLDING COMPANY, Tenant.

                              W I T N E S S E T H:

         WHEREAS, both EMERSON INTERNATIONAL, INC. and EMPIRE FINANCIAL HOLDING
COMPANY, respectively under that certain Lease Agreement dated December 31, 2004
for the Premises located at 2170 West State Road 434, Suite 130, Longwood, FL
32779 (hereinafter referred to as the "Premises") hereby agree that the items
and conditions set forth in the Lease shall, except as expressly set forth
herein, remain in full force and effect.

         WHEREAS, Tenant is now desirous of Leasing additional space and
Landlord and Tenant desire to amend the Lease terms and conditions set forth in
the Lease, and all amendments thereto, as modified hereby.

         NOW THEREFORE, for and in consideration of the promises and mutual
covenants hereinafter contained, the receipt and sufficiency of which are hereby
mutually acknowledged, Landlord and Tenant agree as follows:

1. TERM: This Addendum shall commence on March 1, 2004 and shall expire at
midnight on February 28, 2010.

2. ADDITIONAL PREMISES: Landlord hereby leases and Tenant accepts. That part of
the Building outlined on EXHIBIT "A", called Suite 130 on the 1st floor of the
Building, including all tenant improvements made by Landlord. The Premises shall
consist of approximately 2,042 rentable square feet, which includes a portion of
the common area.

3. RENT: Tenant shall pay to the Landlord in the manner specified below as rent
plus applicable sales and use tax for Suite 130:

                 PERIOD                 RATE PER RENTABLE SQUARE FOOT
                 ------                 -----------------------------
         03/01/04 thru 08/31/04                   Free Rent
         09/01/04 thru 02/28/05                    $ 15.50
         03/01/05 thru 02/28/06                    $ 16.00
         03/01/06 thru 02/28/07                    $ 16.00
         03/01/07 thru 02/29/08                    $ 16.40
         03/01/08 thru 02/28/09                    $ 16.80
         03/01/09 thru 02/28/10                    $ 17.25

         The rent shall be due and payable in monthly installments in advance
without notice, demand, deduction or set off of any kind, on the first day of
each month.

4. IMPROVEMENTS TO PREMISES AND MOVING ALLOWANCE: Landlord shall provide Tenant
with an allowance ("The Allowance") as a credit against the cost of the
improvements to the premises and moving expenses, including the Non-Standard
Improvements. The Allowance

                                       29
<PAGE>

shall be equal to TEN DOLLARS & NO CENTS ($10.00) per square foot of "Rentable
floor area" of the Premises, subject to a mutually agreed upon moving expenses,
space plan for the premises, utilizing building standard finishes and materials
including architectural and engineering. To the extent that the total cost of
The Allowance is exceeded, Tenant shall pay to Landlord the full amount of such
excess within thirty (30) days following Substantial Completion.

         If Tenant incurs any costs, then notwithstanding any provision in this
Lease and without implying that any such right exists, Tenant shall have no
right to cancel or terminate this Lease. Tenant's Costs represent a
reimbursement of monies expended by Landlord on Tenant's behalf. Any delay in
construction of the Improvements to Premises or in Tenant taking occupancy of
the Premises resulting from Tenant's failure to make any Tenant's Costs payment
when due shall be Tenant's responsibility. Tenant's failure to pay any portion
of Tenant's Costs when due shall constitute a default under the Lease (subject
to any applicable notice requirements or grace periods), entitling Landlord to
all of its remedies thereunder.

         Tenant shall not receive any credit or payment for any unused portion
of the Tenant Improvement Allowance and any unused allowance shall be forfeited
if not utilized for its intended purpose within six months of the date of the
Lease.

5. REAFFIRMATION. Except as modified and amended hereby, all other terms and
conditions of the Lease shall remain in full force and effect and by this
reference the terms of this Addendum are fully incorporated therein.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Addendum on
the date here below written.

WITNESSETH:                             LANDLORD:

                                            EMERSON INTERNATIONAL, INC.

__________________________
As to Landlord                          By: _____________________________
                                            Joseph Pasqualetti, President

                                        Date: ___________________________

WITNESSETH:                             TENANT:

                                            EMPIRE FINANCIAL HOLDING
                                            COMPANY, INC.

__________________________
As to Tenant                            By: _____________________________
                                            Kevin M. Gagne, C.E.O.

                                        Date: _______________________


                                       30

</TEXT>
</DOCUMENT>
