ANDRX CORP /DE/
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>2
<FILENAME>0002.txt
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                                                                   EXHIBIT 10.50




                                  OFFICE LEASE

                                     BETWEEN





                                  ANDRX CORP.,



                        A FLORIDA CORPORATION, AS TENANT,




                                       AND




                       TRI-COUNTY DEVELOPMENT GROUP, INC.,

                       A FLORIDA CORPORATION, AS LANDLORD



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                                TABLE OF CONTENTS



                       ARTICLE 1 - BASIC LEASE INFORMATION
                              ARTICLE 2- AGREEMENT
             ARTICLE 3 - TERM, DELIVERY, AND ACCEPTANCE OF PREMISES
                            ARTICLE 4 - MONTHLY RENT
                                ARTICLE 5 - TAXES
                              ARTICLE 6 - INSURANCE
                                 ARTICLE 7 - USE
                 ARTICLE 8 - REQUIREMENTS OF LAW; FIRE INSURANCE
                      ARTICLE 9 - ASSIGNMENT AND SUBLETTING
                       ARTICLE 10 - RULES AND REGULATIONS
                            ARTICLE 11 - COMMON AREAS
                        ARTICLE 12 - LANDLORD'S SERVICES
                   ARTICLE 13 - TENANT'S CARE OF THE PREMISES
                            ARTICLE 14 - ALTERATIONS
                          ARTICLE 15 - MECHANICS' LIENS
                            ARTICLE 16 - END OF TERM
                           ARTICLE 17 - EMINENT DOMAIN
                       ARTICLE 18 - DAMAGE AND DESTRUCTION
                           ARTICLE 19 - SUBORDINATION
                         ARTICLE 20 - ENTRY BY LANDLORD
                ARTICLE 21 - INDEMNIFICATION, WAIVER, AND RELEASE
                          ARTICLE 22 - SECURITY DEPOSIT
                          ARTICLE 23 - QUIET ENJOYMENT
                           ARTICLE 24 - EFFECT OF SALE
                              ARTICLE 25 - DEFAULT
                           ARTICLE 26 - MISCELLANEOUS
                            EXHIBIT A - THE PREMISES
                     EXHIBIT B - WORKLETTER (not applicable)
                        EXHIBIT C - RULES AND REGULATIONS
                    EXHIBIT D - COMMENCEMENT DATE CERTIFICATE



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                                  OFFICE LEASE

This Office Lease is entered into by landlord and tenant for the following basic
lease information. Landlord and tenant agree:

                       ARTICLE 1 - BASIC LEASE INFORMATION

1.1      Basic Lease Information
         In addition to the terms that are defined elsewhere in this lease,
         these terms are used in this lease:

         (a)      DATE LEASE EXECUTED

         (b)      LANDLORD
                  TRI-COUNTY DEVELOPMENT GROUP, INC.

         (c)      LANDLORD'S ADDRESS
                  4491 South State Road 7, Penthouse One
                  Fort Lauderdale, Florida  33314-4048

         (d)      TENANT
                  ANDRX CORPORATION

         (e)      TENANT'S ADDRESS
                  4491 South State Road 7, Suite 200
                  Fort Lauderdale, Florida  33314-4048

                  with copy to:
                  Scott Lodin, Esq.
                  Vice President and General Counsel
                  4001 S.W. 47th Avenue
                  Ft. Lauderdale, Florida  33314

         (f)      TENANT'S USE FOR LEASED PREMISES
                  Office space which includes, but is not limited to, the
         supporting use of conference and computer facilities, employee kitchen
         and related non-commercial facilities, and any other legally permitted
         use consistent with the characteristics of a comparable office building

         (g)      BUILDING ADDRESS
                  Broward Corporate Center
                  4491 South State Road 7
                  Fort Lauderdale, Florida  33314-4048

         (h)      PREMISES
                  The premises shown on Exhibit "A" to this lease, known as
                  Suite 200

         (i)      RENTABLE AREA OF THE PREMISES
                  4,088 square feet, plus 15% common area rent factor = 4,701
                  total leased square feet (actual footage will be adjusted from
                  architect final plans)

         (j)      RENT FACTOR - Fifteen (15%) percent common area add-on, as is
                  actual in building.

         (k)      TERM
                  Five (5) years

         (l)      COMMENCEMENT DATE
                  landlord will use reasonable efforts to have space available
                  by April 15, 2000, and in no event later than May 1, 2000

         (m)      OPTION TO RENEW
                  Two (2) successive five (5) year options, as per Section 3.3
                  of lease

         (n)      EXPIRATION DATE
                  Five years following the commencement date.

         (o)      SECURITY DEPOSIT
                  $ 12,000

         (p)      MONTHLY RENT
                  $ 6,268.00 per month, plus applicable sales taxes.

         (q)      BUILDOUT ALLOWANCE
                  not applicable as space is completed. tenant may add any
                  additional walls or doors they choose


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         (r)      PROPERTY MANAGER
                  TATE MANAGEMENT, INC.
                  1175 N.E. 125th Street
                  North Miami, Florida  33181

         (s)      BROKER
                  Capital Realty Services
                  Three (3) percent of present value of rental payments for the
         five (5) year term, paid by Landlord 1/3 at lease execution, 1/3 at
         time of permit receipt and 1/3 at time of Commencement Certificate.

         (t)      RESERVED PARKING
                  Two (2) spaces reserved at no charge. Tenant my elect for
         additional spaces at $ 15.00/month per space.

1.2 Definitions
         (a)  "ADDITIONAL RENT"
                  Any amounts that this lease requires tenant to pay in addition
         to monthly rent.

         (b)  "BUILDING"
                  The building located on the land and of which the premises are
         a part.

         (c)  "LEASE YEAR"
                  A period of twelve (12) consecutive full calendar months
         following the commencement of the term of the lease.

         (d)  "PROJECT"
                  The development consisting of the land and all improvements,
         including without limitation the building, parking lot, parking
         structure, common areas, walkways, driveways, fences, and landscaping.

         (e)  "RENT"
                  The monthly rent and additional sums due.

         (f)  "WORKLETTER"
                  The workletter is not applicable as space is completed.

1.3 Exhibits
The following addendum and exhibits are attached to this lease and are made part
of this lease:

         (a)      EXHIBIT A - The Premises
         (b)      EXHIBIT B - Workletter (not applicable)
         (c)      EXHIBIT C - Rules and Regulations
         (d)      EXHIBIT D - Commencement Date Certificate

                              ARTICLE 2 - AGREEMENT

Landlord leases the premises to tenant, and tenant leases the premises from
landlord, according to this lease. The duration of this lease will be the term.
The term will commence on the commencement date and will expire on the
expiration date.

                        ARTICLE 3 - DELIVERY OF PREMISES

3.1 Delivery of Possession
Landlord will have delivered possession of the premises to tenant on the
commencement date, as it may be adjusted pursuant to the workletter. Landlord
will construct in the premises the improvements according to the workletter.
Tenant acknowledges that neither landlord nor its agents have made any
representations or warranties as to the suitability or fitness of the premises
for any purpose, nor has landlord or its agents agreed to construct any
improvements to the premises except as expressly provided in this lease and the
workletter. If for any reason landlord cannot deliver possession of the premises
to tenant on the commencement date, this lease will not be void or voidable, and
landlord will not be liable to tenant for any resultant loss or damage. Tenant
will execute the commencement date certificate attached to this lease as Exhibit
"D" within 15 days of landlord's request.

3.2 Early Entry
Tenant may enter to premises prior to the commencement date for the purpose of
installing fixtures, furniture and equipment at tenant's sole risk and subject
to all the terms and provisions of this lease as though the commencement date
had occurred, except the payment of rent, which obligation commences on the
commencement date. Tenant or its agents will not interfere with or delay
landlord's completion of construction of the improvements. All rights of tenant
under this Section 3.2 will be subject to the requirements of all applicable
building codes, zoning requirements, and federal, state, and local rules, and
regulations, so as not to interfere with landlord's obtaining of a certificate
of occupancy for the premises.

Any such pre-commencement date installations by tenant shall be performed by
contractor(s), subcontractor(s), or material supplier(s) first approved by
landlord, which shall not be unreasonably withheld or delayed.("Tenant's
contractors"). Tenant shall be responsible for obtaining all necessary permits
and approvals at tenant's sole expense in connection with the work performed by
tenant's contractors. Tenant agrees to indemnify and hold harmless landlord and
its agents from and against any and all costs, which arise out of, is occasioned
by, or is in any way attributable to the work being performed by tenant's
contractors, except to the extent caused by the negligence or willful misconduct
of landlord or its agents. Prior to any work being performed by any tenant's
contractor, tenant shall provide to landlord certificates of insurance
evidencing that tenant has the required commercial general liability insurance
required of tenant under this lease, as well as certificates of insurance
evidencing that each tenant's contractor has in effect (and shall maintain at


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all times during the course of its work) workers' compensation insurance to
fully cover liability under workers' compensation laws of the State of Florida
and comprehensive general liability insurance.

3.3 Option To Renew
So long as no uncured default exists hereunder, tenant shall have successive
option(s) to renew this lease for additional term(s) as stated in paragraph 1,
upon terms and conditions herein. The rent during these option years shall be
increased as set forth in Section 4.2, using the preceding lease year as the
base year of the rental adjustment. The tenant shall exercise such renewal
option(s) by giving written notice to the landlord by certified mail, return
receipt requested, at the landlord's address set forth hereinabove (or at such
other address designated by landlord in writing), at least six (6) months prior
to the expiration of the term(s).

                            ARTICLE 4 - MONTHLY RENT

4.1 Monthly Rent
Throughout lease term, tenant shall make monthly payments to Property Manager,
as designated by Section 1.1(r). Monthly payments are timely if received by
Property Manager by the first day of each calendar month of the term. Monthly
rent will be paid to landlord, received by Property Manager, without written
notice or demand, and without deduction or offset except as otherwise expressly
set forth in this lease, in United States of America dollars. Any untimely rent
payments are subject to a 10% late penalty if not then paid within ten (10) days
after written notice.

4.2 Annual Rent Adjustment
Commencing with the second (2nd) Lease year and at the beginning of each Lease
year thereafter during lease term, the annual rent shall be increased five
percent (5%) per year over the previous years rent. The annual rent, shall be
payable in monthly installments as per paragraph 4.1 hereinabove.

                                ARTICLE 5 - TAXES
5.1 Taxes
(a)      Tenant will not be obligated to pay any inheritance tax, gift tax,
         transfer tax, franchise tax, income tax (based on net income), profit
         tax, or capital levy imposed upon landlord or real estate tax upon the
         property of which the premises are a part.
(b)      Tenant is responsible for any State or Federal sales taxes on their
         rent payments.

                              ARTICLE 6 - INSURANCE

6.1 Landlord's Insurance
At all times during the term, landlord shall carry and maintain, at landlord's
expense, (in amounts reasonably determined by landlord):
         (a) Fire and extended full replacement coverage insurance covering the
             project, any leasehold improvements constructed by landlord, its
             equipment and common area furnishings and equipment;
         (b) Bodily injury and property damage insurance; and
         (c) Such other insurance as landlord reasonably determines from time to
             time.

6.2 Tenant's Insurance
At all times during lease term, tenant shall carry and maintain, at tenant's
expense, insurance in the amounts specified below with insurance companies
licensed in Florida:
         (a) Bodily injury and property damage liability insurance, with a
combined single occurrence limit of not less than $1,000,000.00. All such
insurance will be equivalent to coverage offered by a commercial general
liability form, including without limitation person injury and contractual
liability coverage for the performance by tenant of the indemnity agreements set
forth in Article 21 of this lease;
         (b) Insurance covering all of tenant's furniture and fixtures,
machinery, equipment, stock, and any other personal property owned and used in
tenant's business and found in, on, or about the project, and any leasehold
improvements to the premises made by tenant, if any, provided pursuant to the
workletter in amount not less than full replacement cost. Property forms will
provide coverage on a broad form basis insuring against "all risks of direct
physical loss." and
         (c) Worker's compensation insurance insuring against and satisfying
tenant's obligations and liabilities under the worker's compensation laws of
Florida, including employer's liability insurance in the limits required by the
laws of the state in which the project is located.
         (d) Comprehensive liability automobile insurance if tenant operates
owned, hired, or nonowner vehicles on the project, at a limit of liability not
less than $500,000.00 combined bodily injury and property damage.

6.3 Forms of Policies
Certificates of insurance with copies of endorsements naming landlord as
additional insured, must be delivered to landlord at time of tenant's occupancy
of the premises, and at least 10 days prior to the expiration each such policy.
All commercial general liability policies maintained by tenant will name
landlord as additional insured, entitling them to recover under such policies
for any loss sustained by them as a result of the negligent acts or omissions of
tenant. All such policies maintained by tenant will provide that they may not be
terminated, nor coverage reduced, except after 30 days' prior written notice to
landlord. All commercial general liability and property policies maintained by
tenant will be written as primary policies, not contributing with and not
supplemental to landlords coverage.

6.4 Waiver of Subrogation
Landlord and tenant each waive any and all rights to recover against the other
or against any other tenant or occupant of the project, or against the officers
or business visitors of such other party or of such other tenant or occupant of
the project, for any loss or damage to such waiving party arising from any cause
covered by any property insurance required to be carried by such party pursuant
to this Article 6 or any other property insurance actually carried by such party
to the extent of the limits of such policy. Tenant agrees to cause all other
occupants of the premises claiming by, under, or through tenant to execute and
deliver to landlord such a waiver of claims and to obtain such waiver of
subrogation rights endorsements.

6.5 Adequacy of Coverage
Landlord and its agents make no representation that limits of liability
specified to be carried by tenant per to Article 6 are adequate to protect
tenant. If tenant believes such insurance coverage is inadequate, tenant will
obtain any additional coverage as tenant deems adequate, at tenant's sole
expense.


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                                 ARTICLE 7 - USE

7.1 Use of Leased Premises
The premises will only be used for Tenant's stated purpose, and for general
business office purposes, and for no other purpose, and in a careful, safe, and
proper manner. Tenant will not commit waste or suffer or permit waste to be
committed in, on, or about the premises. Tenant will conduct its business and
control its employees, agents, and invitees in such a manner as not to create
any nuisance or interfere with, annoy, or disturb any other tenant or occupant
of the project or landlord in its operation of the project.

                 ARTICLE 8 - REQUIREMENTS OF LAW; FIRE INSURANCE

8.1 General
         Tenant will promptly comply with all laws with the requirements of any
         board of fire underwriters or similar body, with any direction or
         occupancy certificate issued pursuant to any law by any public officer
         or officers, as well as with the provisions of all recorded documents
         affecting the premises, excluding structural changes or base building
         system changes unless required by the unique nature of tenant's use or
         occupancy of the premises.

8.2 Hazardous Materials
         (a) For purposes of this lease, "hazardous materials" means any
explosives, radioactive materials, hazardous wastes or substances, including
without limitation substances defined as "hazardous substances" in the
Environmental, Response, Compensation and Liability Act of 1980, 42 U.S.C. ##
9601-9657; the Hazardous Materials Transportation Act of 1975, 49 U.S.C.##
1801-1812; the Resource Conversation and Recovery Act of 1976, 42 U.S.C.
##6901-6987; or other federal, state, or local law, ordinance, code, rule,
regulation, or decree regulating, relating to, or imposing liability or
standards of conduct concerning hazardous materials, waste, or substances now or
at any time hereafter in effect (collectively, "hazardous materials laws").

         (b) Tenant will not permit the storage, use, or disposition of any
unlawful levels of hazardous materials about the premises by tenant, its agents,
employees, or contractors. Without landlord's prior written consent, tenant will
not take any remedial action or enter into any agreements or settlements in
response to the presence of any hazardous materials in, on, or about the
premises.

         (c) Tenant will be solely responsible for and will defend, indemnify
and hold landlord, its agents, and employees harmless from all claims, costs,
and liabilities, including attorneys' fees and costs, arising out of or in
connection with tenant's breach of its obligations.

8.3 Certain Insurance Risks
Tenant will not permit any act upon the premises which would (a) jeopardize the
fire insurance policies covering the property in the project; (b) increase the
rate of fire insurance applicable to the premises than for anything other than
office use of the project; or (c) subject landlord to any liability or
responsibility for injury to any person or persons or to property by reason of
any business or operation being carried on upon the premises.

                      ARTICLE 9 - ASSIGNMENT AND SUBLETTING

9.1 General
Tenant will not assign, mortgage, or encumber this lease, nor sublease, nor
permit the premises or any part of the premises to be used or occupied by
others, without the prior written consent of landlord in each instance, which
consent shall not be unreasonably withheld or delayed. Any assignment or
sublease in violation of this Article 9 will be void. No assignment, sublease,
occupancy, or collection will be deemed (a) a waiver of the provisions of this
Section 9.1; (b) the acceptance of the assignee, subtenant, or occupant as
tenant; or (c) a release of tenant from the further performance by tenant of
covenants on the part of tenant contained in this lease.
         The consent by landlord to an assignment or sublease will not be
construed to relieve tenant from obtaining landlord's prior written consent in
writing to any further assignment or sublease.
         No permitted subtenant may assign or encumber its sublease or further
sublease all or any portion of its subleased space, or otherwise permit the
subleased space or any part of its subleased space to be used or occupied by
others, without landlord's prior written consent in each instance.

9.2 Submission of Information
If tenant requests landlord's consent to a specific assignment or subletting,
tenant will submit in writing to landlord (a) the name and address of the
proposed assignee or subtenant; (b) the business terms of the proposed
assignment or sublease; (c) reasonably satisfactory information as to the nature
and character of the business of the proposed assignee or subtenant, and as to
the nature of its proposed use of the space; (d) banking, financial, or other
credit information reasonably sufficient to enable landlord to determine the
financial responsibility and character of the proposed assignee or subtenant;
and (e) the proposed form of assignment or sublease for landlord's reasonable
approval.

9.3 Payments to Landlord
If landlord consents to a proposed assignment or sublease, then landlord will
have the right to require tenant to pay to landlord a sum equal to (a) fifty
(50) percent of any rent or other consideration paid to tenant by any proposed
transferee that (after deducting the costs of tenant, if any, in effecting the
assignment or sublease, including reasonable alterations costs, commissions and
legal fees) is in excess of the rent allocable to the transferred space then
being paid by tenant to landlord pursuant to this lease; (b) fifty (50) percent
of any other profit or gain (after deducting any necessary expenses incurred)
realized by tenant from any such sublease or assignment; and (c) landlord's
reasonable attorney's fees and costs incurred in connection with negotiation,
review, and processing of the transfer. All such sums payable will be payable to
landlord at the time the next payment of monthly rent is due.

9.4 Prohibited Transfers
The transfer of a majority of the issued and outstanding capital stock of any
corporate tenant or subtenant of this lease, or a majority of the total interest
in any partnership tenant or subtenant, however accomplished, and whether in a
single transaction or in a series of related or unrelated transaction, will be
deemed an assignment of this lease or of such sublease requiring landlord's
consent in each instance. For purposes of this Article 9, the transfer of
outstanding capital stock of any corporate tenant will not include any sale of
such stock effected through the "over-the-counter market" or through any
recognized stock exchange or through a tender offer.

9.5 Permitted Transfer
Landlord consents to an assignment of this lease or sublease of all or part of
the premises to a wholly owned subsidiary of tenant or the parent or affiliate


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of tenant or to any corporation, or other entity, into or with which tenant may
be merged or consolidated, or which acquires all or substantially all of
tenant's assets or stock; provided that tenant promptly provides landlord with a
fully executed copy of such assignment or sublease and that tenant is not
released from liability under the lease.

9.6 Remedies
If tenant believes that landlord has unreasonably withheld its consent pursuant
to this Article 9, tenant's sole remedy will be to seek a declaratory judgment
that consent was unreasonably withheld or an order of specific performance or
mandatory injunction of the agreement to give its consent.

                       ARTICLE 10 - RULES AND REGULATIONS

10.1 Rule and Regulations of the Property/Premises
Tenant and its employees, agents, licensees, and visitors will at all times
observe faithfully, and comply with, the rules and regulations set forth in
Exhibit "C". Landlord may reasonably modify existing rules and regulations, or
adopt reasonable new rules and regulations for the use of the premises for the
comfort, quiet, and convenience of occupants of the project. Modifications will
be effective upon 30 days' prior written notice to tenant from landlord. If any
breach occurs, landlord will have all remedies that this lease provides for
default by tenant, and will in addition have any remedies available at law or in
equity, including the right to enjoin any breach of such rules and regulations.
Landlord will not be liable to tenant for violation of such rules and
regulations by any other tenant, its employees, agents, visitors, or licensees
or any other person.

                            ARTICLE 11 - COMMON AREAS

11.1 Common Areas defined
The term "common areas" means the hallways, entryway, stairs, elevators,
driveways, walkways, terraces, docks, loading areas, restrooms, trash
facilities, and other areas in the project that are provided from landlord for
the general non-exclusive use of all tenants of the building, and their
respective invitees. Landlord grants tenant and its invitees a non-exclusive
license to use the common areas with others entitled, subject to the terms and
of this lease. Without advance notice to tenant, except by subsection (a) below,
and to tenant, landlord will have the right to:

         (a) Close off any of the common areas to whatever extent required in
             the opinion of landlord and its counsel to prevent a dedication of
             any of the common areas or the accrual of any rights by any person
             or the public to the common areas;
         (b) Temporarily close any of the common areas for maintenance,
             alteration, or improvement purposes; and
         (c) Change the size, use, shape, or nature of any common areas,
             including erecting additional buildings or structures so long as
             tenant's business operations are not adversely affected. Upon
             erection of additional buildings or change in common areas, the
             portion no longer available as common areas will be calculated, and
             landlord will make an appropriate adjustment in the rentable area.

                        ARTICLE 12 - LANDLORD'S SERVICES

12.1 Landlord's Repair and Maintenance
Landlord will maintain, repair and restore the common areas and all portions of
the building other than the interior of the premises in reasonable condition.
Landlord will be responsible for restroom supplies, window washing at its
discretion and janitorial service to the common areas. Landlord will maintain,
repair and replace as necessary the HVAC system for the common areas and all
base building electrical, mechanical, plumbing and life safety systems.

12.2 Landlord's Other Services
Landlord will furnish the common areas with those services reasonably customary
in the area.

12.3 Tenant's Costs
         (a) Whenever equipment or lighting (other than building standard
lights) is used in the premises by tenant and such equipment or lighting affects
the temperature otherwise normally maintained by the design of the building's
air conditioning system, landlord will have the right, after prior written
notice to tenant, to install supplementary air conditioning facilities in the
premises or otherwise modify the ventilating and air conditioning system serving
the premises; and the cost of such facilities, modifications, and additional
service will be paid by tenant as additional rent.
         (b) Tenant is responsible for all charges for electricity separately
metered to Tenant. In no event shall Landlord be liable for an interruption or
failure in the supply of any utilities. Tenant shall be required to pay any
connection charges for Premises if the Landlord has been required by the
governing municipality to pay these charges prior to the Tenant taking
possession of the premises.
         (c) Tenant is responsible for the maintenance and repair of its own
space, including replacing light bulbs and ballasts, lights and electrical
fixtures, heat and air conditioning, wall coverings and doors and janitorial
services, except as provided in Section 12.1.

12.4 Limitation On Liability
Except to the extent caused by any negligence or willful misconduct by landlord,
its agents, employees or contractors, Landlord will not be in default for any
failure to supply heat, air conditioning, elevator, cleaning, lighting,
security; for surges of electricity; when landlord uses reasonable diligence to
supply such services. Landlord will not be liable to tenant or any other person
or entity for direct or consequential damages resulting from the admission to or
exclusion from the building or project of any person. In the event of invasion,
mob, riot, public excitement, strikes, lockouts, or other circumstances landlord
will have the right to prevent access to the building or project during the
continuance of the same by such means as landlord, in its reasonable discretion,
may deem appropriate, including without limitation locking doors and closing
parking areas and other common areas. Except to the extent caused by any
negligence or willful misconduct by landlord, its agents, employees or
contractors,Landlord will not be liable for damages to person or property, or
interruption of, business for any discontinuance permitted under this Article
12, nor will such discontinuance in any way be construed as an eviction of
tenant or cause an abatement of rent or operate to release tenant from any of
tenant's obligations under this lease.

If Landlord causes failure to provide an essential building service (such as
elevators or electricity), and such failure (i) is not caused by the negligence
or willful misconduct of tenant or its agents, employees or contractors, and
(ii) renders all or any portion of the premises untenantable, and (iii)
continues for a period of three (3) consecutive business days after landlord's
receipt of written notice from tenant, then tenant shall be entitled to an
abatement of monthly rent for each day that the premises are untenantable with
respect to the portion of the premises that is untenantable.


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                   ARTICLE 13 - TENANT'S CARE OF THE PREMISES

13.1 Tenant to maintain the leased premises
Tenant agrees to maintain the interior of the premises, including the floor
coverings, plumbing, air conditioning, electrical and kitchen appliances, in the
condition delivered to tenant, reasonable wear and tear excluded. Tenant shall
immediately advise landlord of any damage to the premises, which may be repaired
or replaced by landlord, at tenant's expense. Such expense will be collectible
as additional rent and will be paid by tenant within 10 days after statement for
such expense, plus 5% of such expense for landlord's overhead.

13.2 Tenant is responsible for maintaining its air conditioning
Tenant, at its sole cost and expense, shall maintain the air conditioning for
the premises in good condition and repair. As a part of this obligation, Tenant
shall enter into a service contract with a fully licensed air conditioning
repair firm, which firm shall:
         (a) Regularly service the air conditioning unit(s) supplying the
             premises on a monthly basis, changing belts, filters and other
             parts;
         (b) Perform emergency and extraordinary repairs on the air conditioning
             unit(s);
         (c) Keep a detailed record of the yearly services performed on the
             premises and submit a yearly service report to the Tenant at year
             end;
         (d) Tenant shall furnish to Landlord, at each calendar year end, a copy
             of said yearly service report. Not later than thirty (30) days
             after the commencement date and annually thereafter, Tenant shall
             furnish to Landlord a copy of the air conditioning maintenance
             contract and proof that the annual premium for the maintenance
             contract has been paid. Nothing stated hereinabove shall limit
             Tenant's obligation to maintain the air conditioning unit(s) in
             good condition and repair throughout the term of this Lease.

13.3 Tenant shall comply with utility and floor load restrictions
Tenant will not install any equipment which exceeds the capacity of the
building's utility lines, nor place a load upon any floor of the premises
exceeding the floor load per square foot area which such floor was designed to
carry or which is allowed by law.

13.4 Tenant shall not permit any waste on property
Tenant shall comply with the requirements of all laws, orders, ordinances and
regulations of all governmental authorities regarding tenant's specific use, and
will not permit any waste of property to be committed and will take good care of
and keep in a neat, clean and sanitary condition, the premises at all times.

                            ARTICLE 14 - ALTERATIONS

14.1 General
(a) During the term, tenant must obtain prior written consent from Landlord for
any alterations, additions, and improvements, that:
         (1) Will be performed by contractors approved by landlord and subject
             to conditions specified by landlord (which may include requiring
             the posting of a mechanic's or materialmen's lien bond); and
         (2) At landlord's option, alterations will be made by landlord for
             tenant's account, and tenant will reimburse landlord for their cost
             (including 5% for landlord's overhead) within 10 days after receipt
             of a statement of such cost.
         (3) Landlord's consent will not be unreasonably withheld or delayed.
             (b) Subject to tenant's rights in Article 16, all alterations,
             additions, fixtures, and improvements made in or upon the premises
             either by tenant or landlord, will immediately become landlord's
             property and at the end of the term will remain on the premises
             without compensation to tenant, unless when consenting to such
             alterations, additions, fixtures, or improvements must be removed
             at the termination of this lease.

14.2 Freestanding Partitions
Tenant will have the right to install freestanding work station partitions. The
free standing work station partitions for which tenant pays will be part of
tenant's trade fixtures. All other affixed partitions installed in the premises
are and will be landlord's property for all purposes under this lease.

14.3 Removal
If landlord has required tenant to remove any or all alterations, additions,
fixtures, and improvements that are made upon the premises pursuant to this
Article 14 prior to expiration date, tenant will remove such alterations,
additions, fixtures, and improvements at tenant's sole cost and will restore the
premises to the condition before such alterations, additions, fixtures,
improvements, and additions were made, reasonable wear and tear excepted.

                          ARTICLE 15 - MECHANICS' LIENS

15.1 Mechanic Liens must be satisfied
Tenant will pay for all costs and charges for work (a) done by tenant or caused
to be done by tenant, in or to the premises, and (b) for all materials furnished
for or in connection with such work. Tenant will indemnify landlord against and
hold the landlord harmless, and free and clear, from all mechanics' liens, all
other liabilities, liens, claims, and demands on account of such work by or on
behalf of tenant, other than work performed by landlord pursuant to the work
letter, or otherwise. If any such lien is filed against the premises or any part
of the project, tenant will cause such lien to be discharged of record within 20
days after the filing of such lien and written notice to Tenant, except that if
tenant desires to contest such lien, it will furnish landlord, within such 20
day period, security reasonably satisfactory to landlord of at least 150% of the
amount of the claim, plus estimated costs and interest, or comply with such
procedures available to release the lien. If a final judgment establishing the
validity or existence of a lien for any amount is entered, tenant will pay and
satisfy the same at once. If tenant fails to pay any charge for which a
mechanics' lien has been filed, and has not given landlord security as described
above, or has not complied with such statutory procedures as may be available to
release the lien, landlord may, at its option, pay such charge and related costs
and interest, and the amount so paid, be immediately due from tenant to landlord
as additional rent. Nothing contained in this lease will be deemed the consent
or agreement of landlord to subject landlord's interest in the project to
liability under any mechanics' or other lien law. If tenant receives written
notice that a lien has been or is about to be filed against the premises or the
project, or that any action affecting title to the project has been commenced on
account of work done by or for or materials furnished to or for tenant, it will
immediately give landlord written notice of such notice. At least 15 days prior
to the commencement of any work (including but not limited to any maintenance,
repairs, alterations, additions, improvements, or installations) in or to the
premises, by or for tenant, tenant will give landlord written notice of the
proposed work and the names and addresses of the persons supplying labor and
materials for the proposed work. Landlord will have the right to post notices of
non-responsibility or similar written notices on the premises in order to
protect the premises against any such liens.


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<PAGE>

                            ARTICLE 16 - END OF TERM

16.1 End of Lease Term Requirements
At the end lease term, tenant will promptly surrender the premises broomclean,
in good condition, reasonable wear and tear and casualty damage excepted. Tenant
may remove from premises any trade fixtures, equipment, and movable furniture
placed by tenant, (excluding raised flooring, fire suppression systems,
independent air conditioning systems and fibre optics); tenant will not remove
any trade fixtures or equipment without landlord's prior written consent if such
equipment is used in the operation of the building, or if the removal of such
equipment will result in impairing the structural strength of the building.
Tenant will fully repair any damage occasioned by the removal of any trade
fixtures, equipment, furniture, alterations, additions, and improvements. All
trade fixtures, equipment, furniture, inventory, effects, alterations,
additions, and improvements on the premises after the end of the term will be
deemed conclusively to have been abandoned and may be appropriated, sold,
stored, destroyed, or otherwise disposed of by landlord without written notice
to tenant to the extent permitted by law. Tenant will pay landlord for all
expenses incurred in connection with the removal of such property, including but
not limited to the cost of repairing any damage to the building or premises
caused by the removal of such property. Tenant's obligation to observe and
perform this covenant will survive the expiration or other termination of this
lease.

                           ARTICLE 17 - EMINENT DOMAIN

17.1 Eminent Domain
If all, or any portion, of the premises are taken or conveyed by eminent domain
this lease will terminate on a date which is the earlier of the date upon which
the condemning authority takes possession of the premises or the date on which
title to the premises is vested in the condemning authority. In the event of any
such taking, the entire award will be paid to landlord and tenant will have no
right or claim to any part of such award; however, tenant will have the right to
assert a claim against the condemning authority in a separate action, so long as
landlord's award is not otherwise reduced.

                       ARTICLE 18 - DAMAGE AND DESTRUCTION

18.1 General
(a)      If the premises are damaged by fire or other insured casualty, landlord
         will give tenant written notice of the time which will be needed to
         repair such damage, as determined by landlord in its reasonable
         discretion, and the election (if any) which landlord has made according
         to this Article 18. Such notice will be given before the 30th day (the
         "notice date") after the fire or other insured casualty.
(b)      If the premises are damaged by fire or other insured casualty to an
         extent which may be repaired within 120 days after the notice date, as
         reasonably determined by landlord, landlord will promptly begin to
         repair the damage after the notice date and will diligently pursue
         repair completion. In the event this lease will continue in full force
         and effect except that monthly rent will be abated on a pro-rata basis
         from damage date until completion of such repairs based on the
         proportion of the rentable area tenant is unable to use during repair
         period.
(c)      If the premises are damaged by fire or other casualty that may not be
         repaired within 120 days after the notice date, as determined by
         landlord, then (1) landlord may cancel this lease as of date of damage
         by written notice given to tenant on or before the notice date or (2)
         tenant may cancel this lease as of date of damage by written notice
         given to landlord within 10 days after delivery of a written notice
         that repairs cannot be made within 120-day period. If neither landlord
         nor tenant so elects to cancel lease, landlord will diligently repair
         the premises and monthly rent will be abated on pro-rata basis during
         repair period based on proportion of rentable area unable to use.
(d)      Notwithstanding the provisions of subparagraphs (a), (b), and (c)
         above, if the proceeds of insurance are insufficient to pay for the
         repair of any damage to the premises or the building, landlord will
         repair such damage to the extent of the proceeds received. Tenant will
         have no rights to terminate this lease on account of any damage to the
         premises, the building, or the project, except as set forth in this
         lease.
(e)      If landlord's repairs are not completed within 120 days after the
         notice date, then tenant has the additional right to terminate this
         lease.

                           ARTICLE 19 - SUBORDINATION

19.1 General
Tenant's rights under this lease are subject to any underlying lease, mortgage,
indenture, deed of trust, or other lien encumbrance. This provision will be
self-operative and no further instrument of subordination will be required in
order to effect it. Tenant will execute, acknowledge, and deliver to landlord,
within 20 days after written demand by landlord, such documents as may be
reasonably requested by landlord or the holder of any superior lien to confirm
or effect any such subordination.

19.2 Attornment and Nondisturbance
Tenant agrees that in the event that any holder of a superior lien succeeds to
landlord's interest in the premises, tenant will pay to such holder all rents
subsequently payable under lease. In the event of the enforcement by the holder
of a superior lien of the remedies provided for by law or by such superior lien,
tenant will, upon request of any party succeeding to the interest of landlord as
a result of such enforcement, automatically become the tenant of such successor
in interest without change in the terms or provisions of this lease. Such
successor in interest will not be bound by:
         (a) Any payment of rent for more than one month in advance, except
         prepayments in the nature of security for the performance by tenant of
         its obligation under this lease;
         (b) Any amendment or modification of this lease, and which consent will
         not be unreasonably withheld, made without the written consent of
         landlord's first priority mortgagee (if such consent was required under
         the terms of such superior lien);
         (c) Any claim against landlord arising prior to the date on which such
         successor in interest succeeded to landlord's interest, except for the
         on-going maintenance and repair obligations of landlord; or
         (d) Any claim or offset of rent against the landlord, except for the
         on-going maintenance and repair obligations of landlord.

        Upon request by such successor in interest and without cost to landlord
or such successor in interest, tenant will, within 20 days after written demand,
execute, acknowledge, and deliver an instrument or instruments confirming the
attornment, so long as such instrument provides that such successor in interest
will not disturb tenant in its use of the premises in accordance with this
lease.

19.3 SNDA
Landlord shall obtain a subordination, non-disturbance and attornment agreement
from all current and future morgtagees and ground lessors.

                         ARTICLE 20 - ENTRY BY LANDLORD

20.1 Landlords right to entry of premises:
Landlord,its agents, employees, and contractors may enter the premises at any
reasonable time to:
         (a) Inspect the premises or respond to any emergency
         (b) Make repairs required of landlord under the terms of this lease
         (c) Make repairs to any adjoining space or utility services


                                       9
<PAGE>

         (d) Determine whether Tenant is complying with all its obligations in
         this Lease; or
         (e) Exhibit the premises to prospective purchasers, lenders, or tenants
         in the last six (6) months of the term.

Landlord will minimize any interference with tenant's business operations in
connection with any such entry.

20.1 Claims
Except to the extent caused by the negligence or willful misconduct of landlord,
its agents, employees or contractors, Tenant waives any claim against landlord
or agents damages for any injury or inconvenience to or interference with
tenant's business, any loss of occupancy or quiet enjoyment of the premises
occasioned by any entry in accordance with this Article 20. Landlord will at all
times have and retain a key with which to unlock all of the doors in, on, or
about the premises (excluding tenant's vaults, safes, and similar areas
designated in writing by tenant in advance). Any entry to the premises by
landlord in accordance with this Article 20 will not be construed or deemed to
be a forcible or unlawful entry or an eviction, actual or constructive, of
tenant from the premises or any portion of the premises, nor will any such entry
entitle tenant to damages or an abatement of monthly rent, additional rent, or
other charges that this lease requires tenant to pay, except as otherwise set
forth above.

                ARTICLE 21 - INDEMNIFICATION, WAIVER, AND RELEASE

21.1 Indemnification
Except for any injury to persons or property on the premises that is caused by
the negligence or deliberate act of landlord or its agents, employees or
contractors, tenant will neither hold nor attempt to hold landlord, its
employees, or agents liable for, and tenant will indemnify and hold harmless
landlord, its employees, and agents from and against, any and all demands,
claims, causes of action, fines, penalties, damages (including consequential
damages), liabilities, judgements, and expenses (including without limitation
reasonable attorneys' fees) incurred in connection with or arising from:
         (a) the use or occupancy or manner of use or occupancy of the premises
         by tenant or any person claiming under tenant;
         (b) any activity, work, or thing done or permitted by tenant in or
         about the premises, the building, or the project;
         (c) any breach by tenant or its employees, agents, contractors, or
         invitees of this lease; and
         (d) any injury or damage to the person, property, or business of
         tenant, its employees, agents, contractors, or invitees entering upon
         the premises under the express or implied invitation of tenant.

21.2 Waiver and Release
Tenant, as a material part of the consideration to landlord for this lease, by
this Section 21.2 waives and releases all claims against landlord, its
employees, and agents with respect to all matters for which landlord has
disclaimed liability pursuant to the provisions of this lease.

                          ARTICLE 22 - SECURITY DEPOSIT

22.1 Amount of Deposit
Tenant simultaneously with the execution of this Lease has delivered to the
Landlord the amount agreed to as security deposit in Section 1.1(o), receipt of
which is hereby acknowledged by Landlord. Said deposit shall be held by
Landlord, without liability for interest, and may be commingled with other funds
of Landlord, as security for the faithful performance by Tenant of all the terms
and conditions of this Lease. If at any time during the term of this Lease any
of the rent herein reserved shall be overdue and unpaid beyond applicable notice
and/or cure periods, or any other sum payable by Tenant to Landlord hereunder
shall be overdue and unpaid beyond applicable notice and cure periods, then
Landlord may, at the option of Landlord, appropriate and apply all or any
portion of said deposit to the payment of any such overdue rent or other sum.

22.2 Use and Return of Deposit
In the event of the failure of Tenant to keep and perform any of the terms,
covenants and conditions of this Lease to be kept and performed by Tenant beyond
applicable notice and/or cure periods, then the Landlord may appropriate and
apply said deposit or so much thereof as may be necessary, to compensate the
Landlord for all loss or damage sustained or suffered by Landlord due to such
breach on the part of the Tenant. Should the entire deposit or any portion
thereof, be appropriated and applied by Landlord for the payment of overdue rent
or other sums due and payable by Tenant hereunder, then Tenant shall, upon the
demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to
restore said security to the original sum deposited or otherwise required as set
forth herein, and Tenant's failure to do so within five (5) days after receipt
of such demand shall constitute a breach of this Lease.

22.3 Transfer of Deposit
Landlord shall deliver the deposit to the purchaser of Landlord's interest in
the Leased Premises, in the event that such interest be sold, and thereupon
Landlord shall be discharged from any further liability with respect to such
deposit, so long as the new owner assumes landlord's obligations with respect to
the security deposit(s).

22.4 Additional Deposit Upon Exercise of Option to Renew
In the event of exercise of any option(s) to renew the Lease, the Security
Deposit shall remain and no additional Security Deposit shall be required.

                          ARTICLE 23 - QUIET ENJOYMENT

23.1 Quiet Enjoyment
Landlord covenants and agrees with tenant that so long as tenant pays the rent
and observes and performs all the terms, covenants, and conditions of this lease
on tenant's part to be observed and performed, tenant may peaceably and quietly
enjoy the premises subject, nevertheless, to the terms and conditions of this
lease, and tenant's possession will not be disturbed by anyone claiming by,
through, or under landlord.

                           ARTICLE 24 - EFFECT OF SALE

24.1 Sale of Premises
A sale, conveyance, or assignment of the building or the project will operate to
release landlord from liability from and after the effective date of such sale,
conveyance, or assignment upon all of the covenants, terms, and conditions of
this lease, express or implied, except those liabilities that arose prior to
such effective date, and after the effective date of such sale, conveyance, or
assignment, tenant will look solely to landlord's successor in interest to this
lease, so long as such successor in interest assumes landlord's obligations
under the lease from and after such effective date.

                              ARTICLE 25 - DEFAULT

25.1 Events of Default
The following events are referred to, collectively, as "events of default" or,
individually, as an "event of default":


                                       10
<PAGE>

(a)      Tenant defaults in the due and punctual payment of rent, and such
         default continues for 5 days after written notice from landlord;
         however, tenant will not be entitled to more than 3 written notices for
         monetary defaults during any 12 month period in connection with the
         monthly rent, and if after such written notice any monthly rent is not
         paid when due, and event of default will be considered to have occurred
         without further notice.

(b)      Tenant vacates or abandons the premises without continuing to pay rent;

(c)      This lease or the premises or any part of the premises are taken upon
         execution or by other process of law directed against tenant, or taken
         upon or subject to any attachment by any creditor of tenant or claimant
         against tenant, and said attachment is not discharged or disposed of
         within 15 days or after its levy;

(d)      Tenant files a petition in bankruptcy or insolvency or for
         reorganization or arrangement under the bankruptcy laws of the United
         States or under any insolvency act of any state, or admits the material
         allegations of any such petition by answer or otherwise, or is
         dissolved or makes an assignment for the benefit of creditors;

(e)      Involuntary proceeding under any such bankruptcy law or insolvency act
         or for the dissolution of tenant are instituted against tenant, or a
         receiver or trustee is appointed for all or substantially all of the
         property of tenant, and such proceeding is not dismissed or such
         receivership or trusteeship vacated within 60 days after such
         institution or appointment;

(f)      Tenant breaches any of the other agreements, terms, covenants, or
         conditions that this lease requires tenant to perform, and such breach
         continues for a period of 30 days after written notice from landlord to
         tenant or, if such breach cannot be cured reasonably within such 30-day
         period, if tenant fails to diligently commence to cure within 30 days
         after written notice from landlord and to complete such cure within a
         reasonable time.

25.2 Landlord's Remedies
If any one or more events of default set forth in Section 25.1 occurs then
landlord has the right, at its election:

(a)      To give tenant written notice of Landlord's intention to terminate this
         lease on the earliest date permitted, in which case tenant's right to
         possession of the premises will cease and this lease will be
         terminated, except to tenant's liability;

(b)      Without further demand or notice, to reenter and take possession of the
         premises, repossess the same, expel tenant and those claiming through
         or under tenant, and remove the effects of either, using such force for
         such purposes as may be necessary, without being liable for
         prosecution, without being guilty of any trespass, and without
         prejudice to any remedies for arrears of monthly rent, so long as
         landlord's actions are in accordance with the law; or

(c)      Without further demand or notice to cure any event of default and to
         charge tenant for the cost of effecting such cure, including without
         limitation reasonable attorneys' fees and interest on the amount so
         advanced at the rate set forth in Section 26.21, provided that landlord
         will have no obligation to cure any such event of default of tenant.

(d)      Should landlord elect to reenter as provided in subsection (b), or
         should landlord take possession pursuant to legal proceedings, landlord
         shall without terminating this lease, use reasonable efforts to relet
         the premises or any part of the premises in landlord's or tenant's
         name, but for the account of tenant, for such terms (which may be great
         or less than the period which would otherwise have constituted the
         balance of the term) and on such conditions and upon such other terms
         (which may include concessions of free rent and alteration and repair
         of the premises) as landlord, in its reasonable discretion, may
         determine, and landlord may collect and receive the rent. Landlord will
         in no way be responsible or liable for any failure to relet the
         premises, or any part of the premises, or for any failure to collect
         any rent due upon such reletting. No such reentry or taking possession
         of the premises by landlord will be construed as an election on
         landlord's part to terminate this lease unless a written notice of such
         intention is given to tenant. No written notice from landlord under
         this Section or under a forcible or unlawful entry and detainer statute
         or similar law will constitute an election by landlord to terminate
         this lease unless such notice specifically so states. Landlord reserves
         the right following any such reentry or reletting to exercise its right
         to terminate this lease by giving tenant such written notice, in which
         event this lease will terminate as specified in such notice.

(e)      If any event of default occurs, the landlord shall have the right, at
         its option, to declare (accelerate) the rents for the entire remaining
         term and the rents and other indebtedness, if any, shall be immediately
         due and payable without regard to whether possession shall have been
         surrendered to or taken by the landlord, and landlord may commence
         action immediately thereupon and recover judgment therefor, reduced to
         present value and subject to a credit for reletting.

(f)      During the period of any litigation between Landlord and Tenant
         regarding this Lease, whether or not Tenant shall have claimed payment
         of rent as a defense, to the extent required by law, Tenant shall be
         required to post with Registry of the Court all past-due rents and
         additional rents as they come due. Tenant's failure to post such rents
         shall be grounds for the entry of an order entitling Landlord to
         possession of the premises forthwith.

25.3 Certain Damages
In the event that landlord does not elect to terminate this lease, tenant will
pay to landlord monthly rent that would be payable under this lease if such
repossession had not occurred, less the net proceeds, if any, of any reletting
of the premises after deducting all of landlord's reasonable expenses in
connection with such reletting, including all repossession costs, brokerage
commissions, attorneys' fees, expenses of employees, alteration and repair
costs, and expenses of preparation. Tenant will pay such rent and other sums to
landlord monthly on the day on which the monthly rent would have been payable
under this lease if possession had not been retaken, and landlord will be
entitled to receive such rent and other sums to from tenant on each such day.


                                       11
<PAGE>

25.4 Continuing Liability After Termination
If this lease is terminated on account of the occurrence of an event of default,
tenant will remain liable to landlord for damages in an amount equal to monthly
rent that would have been owing by tenant for the balance of the term, had this
lease not been terminated, less the net proceeds, if any, of any reletting of
the premises by landlord subsequent to such termination, after deducting all of
landlord's expenses in connection with such reletting, including without
limitation the expenses enumerated in Section 25.3. Landlord will be entitled to
collect such damages from tenant monthly on the day on which monthly rent and
other amounts would have been payable under this lease if this lease had not
been terminated, and landlord will be entitled to receive such monthly rent and
other amounts from tenant on each such day. Alternatively, at the option of
landlord, in the event this lease is so terminated, landlord will be entitled to
recover against tenant as damages for loss of the bargain and not as a penalty:

(a)      The worth at the time of award of the unpaid rent that had been earned
         at the time of termination;

(b)      The worth at the time of award of the amount by which the unpaid rent
         that would have been earned after termination until the time of award
         exceeds the amount of such rental loss that tenant proves could have
         been reasonably avoided;

(c)      The worth at the time of award of the amount by which the unpaid rent
         for the balance of the term of this lease (had the same not been so
         terminated by landlord) after the time of award exceeds the amount of
         such rental loss that tenant proves could be reasonably avoided;

(d)      Any other amount reasonably necessary to compensate landlord by
         tenant's failure to perform its obligations under this lease or which
         in the ordinary course of things would be likely to result therefrom.
         The "worth at the time of award" of the amounts referred to in clauses
         (a) and (b) above is computed by adding interest at the per annum
         interest rate described in Section 26.22 on the date on which this
         lease is terminated from the date of termination until the time of
         award. The "worth at the time of award" of the amount referred to in
         clause (c) above is computed by discounting such amount at the discount
         rate of the United States Federal Reserve Bank, at the time of award
         plus 1%.

25.5 Cumulative Remedies
Any suits for the recovery of the damages set forth in Sections 25.3 and 25.4 or
otherwise provided by law may be brought by landlord, at landlord's election,
nothing in this lease will be deemed to require landlord to await the date upon
which this lease or the term would have expired had there occurred no event of
default. Each right and remedy provided for in this lease is cumulative and is
in addition to every other right or remedy provided for in this lease or now or
after the lease date existing at law or in equity or by statute or otherwise,
and the exercise or beginning of the exercise by landlord, or tenant, as
applicable, of any one or more of the rights or remedies provided for in this
lease or now or after the lease date existing at law will not preclude the
exercise by landlord, or tenant, as applicable, of any rights provided for in
this lease.

25.6 Waiver of Redemption
Tenant waives any right of redemption as a result of landlord's exercise of its
remedies under this Article 25.

                           ARTICLE 26 - MISCELLANEOUS

26.1 No Offer
This lease is submitted to tenant on the understanding that it will not be
considered an offer and will not bind the parties in any way until tenant has
duly executed and delivered duplicate originals to landlord and landlord has
executed and delivered one of such originals to tenant.

26.2 Joint and Several Liability
If tenant is composed of more than one signatory to this lease, each signatory
will be jointly and severally liable with each other signatory for payment and
performance according to this lease. The act of, written notice to, written
notice from, refund to, or signature of any signatory to this lease (including
without limitation modifications of this lease made by fewer than all such
signatories) will bind every other signatory as though every other signatory had
so acted, or received or given the written notice or refund, or signed.

26.3 No Construction Against Drafting Party
Landlord and tenant acknowledge that each of them and their counsel have had an
opportunity to review this lease and that this lease will not be construed
against landlord merely because landlord has prepared it.

26.4 Time of the Essence
Time is of the essence of each and every provision of this lease.

26.5 No Recordation
Tenant's recordation of this lease or any memorandum or short form of it will be
void and a default under this lease.

26.6 No Waiver
The waiver by landlord of any agreement or provision contained in this lease
will not be deemed to be a waiver of any subsequent breach of any other
agreement or provision contained, nor will any practice that may grow up between
the parties be construed to waive or to lessen the right of landlord to insist
upon the performance by tenant in strict accordance with the terms of this
lease. The subsequent acceptance of rent by landlord will not be deemed to be a
waiver of any preceding breach by tenant of any agreement, condition, or
provision of this lease, other than the failure of tenant to pay the particular
rent so accepted, regardless of landlord's knowledge of such preceding breach at
the time of acceptance of such rent.

26.7 Limitation on Recourse
Tenant specifically agrees to look solely to landlord's interest in the project
for the recovery of any judgments from landlord (including the proceeds of sale,
insurance, condemnation and rentals). It is agreed that landlord (and its
shareholders, venturers, and partners, and their shareholders, venturers, and
partners and all of their officers, directors, and employees) will not be
personally liable for any such judgments. The provisions contained in the
preceding sentences are not intended to and will not limit any right that tenant
might otherwise have to obtain injunctive relief against landlord or relief in
any suit or action in connection with enforcement or collection of amounts that
may become owing or payable under or on account of insurance maintained by
landlord.


                                       12
<PAGE>

26.8 Estoppel Certificates
At any time and from time to time but within 10 business days after prior
written request by landlord, tenant will execute, acknowledge, and deliver to
landlord, promptly upon request, a certificate certifying (a) that this lease is
unmodified and in full force and effect or, if there have been modifications,
that this lease is in full force and effect, as modified, and stating the date
and nature of each modification; (b) the date, if any, to which rent and other
sums payable under this lease have been paid; (c) that no written notice of any
default has been delivered to landlord which default has not been cured, except
as to defaults specified in said certificate; (d) that there is no event of
default under this lease or an event which, with notice or the passage of time,
or both, would result in an event of default under this lease, except for
defaults specified in said certificate; and (e) such other matters as may be
reasonably requested by landlord. Any such certificate may be relied upon by any
prospective purchaser or existing or prospective mortgagee or beneficiary under
any deed of trust of the building or any part of the project. Tenant's failure
to deliver such a certificate within such time will be conclusive evidence of
the matters set forth in it. The provisions of this Section 28.6 shall be deemed
to be reciprocal with respect to the estoppel certificates requested by tenant
and to be executed and delivered by landlord.

26.9 Waiver of Jury Trial
Landlord and tenant by this Section 26.9 waive trial by jury in any action,
proceeding, or counterclaim brought by either of the parties in this lease
against the other on any matters whatsoever arising out of or in any way
connected with this lease, the relationship of landlord and tenant, tenant's use
or occupancy of the premises, or any other claims (except claims for personal
injury or property damage), and any emergency statutory or any other statutory
remedy. Tenant agrees not to interpose or assert any counterclaim other than
compulsory counterclaims in any summary proceeding brought by landlord against
tenant. This shall not, however, be construed as a waiver of the tenant's right
to assert such claims in any separate action or actions brought by the tenant.

26.10 No Merger
The voluntary or other surrender of this lease by tenant or the cancellation of
this lease by mutual agreement of tenant and landlord or the termination of this
lease on account of tenant's default will not work a merger, and will at
landlord's option, (a) terminate all or any subleases and subtenancies or (b)
operate as an assignment to landlord of all or any subleases or subtenancies.
Landlord's option under this Section 26.10 will be exercised by written notice
to tenant and all known sublessees or subtenants in the premises or any part of
the premises.

26.11 Holding Over
Tenant will have no right to remain in possession of all or any part of the
premises after the expiration of the term. If tenant remains in possession of
all or any part of the premises after the expiration of the term, without the
express consent of landlord; (a) such tenancy will be deemed to be a periodic
tenancy from month-to-month only; (b) such tenancy will not constitute a renewal
or extension of this lease for any further term; and (c) such tenancy may be
terminated by landlord upon the earlier of 30 days' prior written notice or the
earliest date permitted by law. In such event, monthly rent will be increased to
an amount equal to 150% of the monthly rent payable during the last month of the
term, and any other sums due under this lease will be payable in the amount and
at the times specified in this lease. Such month-to-month tenancy will be
subject to every other term, condition, and covenant contained in this lease.

26.12 Notices
Any notice, request, demand, consent, approval, or other communication required
or permitted under this lease must be in writing and will be deemed to have been
given when personally delivered, sent by facsimile with receipt acknowledged,
deposited with any nationally recognized overnight carrier that routinely issues
receipts, or deposited in any depository regularly maintained by the United
States Postal Service, postage prepaid, certified mail, return receipt
requested, addressed to the party for whom it is intended at its address set
forth in Section 1.1. Either landlord or tenant may add additional addresses or
change its address for purposes of receipt of any such communication by giving
10 days prior written notice of such change to the other party in the manner
prescribed in this Section 26.12.

26.13 Severability
If any provision of this lease proves to be illegal, invalid, or unenforceable,
the remainder of this lease will not be affected by such finding, and in lieu of
each provision of this lease that is illegal, invalid, or unenforceable a
provision will be added as a part of this lease as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible and be legal,
valid, and enforceable.

26.14 Written Amendment Required
No amendment, alteration, modification of, or addition to the lease will be
valid or binding unless expressed in writing and signed by landlord and tenant.

26.15 Entire Agreement
This lease, the exhibits and addenda, if any, contain the entire agreement
between landlord and tenant. No promises or representations, except as contained
in this lease, have been made to tenant respecting the condition or the manner
of operating the premises, the building, or the project.

26.16 Captions
The captions of the various articles and sections of this lease are for
convenience only and do not necessarily define, limit, describe, or construe the
contents of such articles or sections.

26.17 Notice of Landlord's Default
In the event of any alleged default in the obligation of landlord under this
lease, tenant will deliver to landlord written notice listing the reasons for
landlord's default and landlord will have 30 days following receipt of such
notice to cure such alleged default or, in the event the alleged default cannot
reasonably be cured within a 30-day period, to commence action within such 30
day period, and proceed diligently to cure such alleged default within a
reasonable time. A copy of such notice to landlord will be sent to any holder of
a mortgage or other encumbrance on the building or project of which tenant has
been notified in writing, and any such holder will also have the same time
periods to cure such alleged default.

26.18 Authority
Tenant and the party executing this lease on behalf of tenant represent to
landlord that such party is authorized to do so by requisite action of the board
of directors or partners, as the case may be, and agree upon request to deliver
to landlord a resolution or similar document to that effect.

                                       13
<PAGE>

26.19 Brokers
Landlord and tenant respectively represent and warrant to each other that
neither of them has consulted or negotiated with any broker or finder with
regard to the premises except the broker named in Section 1.1, if any. Each of
them will indemnify the other against and hold the other harmless from any
claims for fees or commissions from anyone with whom either of them has
consulted or negotiated with regard to the premises except the broker. Landlord
will pay any fees or commissions due the broker as per Section 1.1, and will
indemnify and hold harmless tenant against liability therefor.

26.20 Governing Law
This lease will be governed by and construed pursuant to the laws of the State
of Florida and Broward County. Venue for purposes of any litigation in
connection herewith shall be in Broward County, Florida.

26.21 Late Payments
Any rent that is not paid when due will accrue interest at the highest legal
late rate (in no event in an amount in excess of the maximum rate allowed by
applicable law) from the date on which it was due until the date on which it is
paid in full with accrued interest.

26.22 No Easements for Air or Light
Any diminution or shutting off of light, air, or view by any structure that may
be erected on lands adjacent to the building will in no way affect this lease or
impose any liability on landlord.

26.23 Tax Credits
Landlord is entitled to claim all tax credits and depreciation attributable to
leasehold improvements in the premises. Promptly after landlord's demand,
landlord and tenant will prepare a detailed list of the leasehold improvements
and fixtures and their respective costs for which landlord or tenant has paid.
Landlord will be entitled to all credits and depreciation for those items for
which landlord has paid by means of any tenant finish allowance or otherwise.
Tenant will be entitled to any tax credits and depreciation for all items for
which tenant has paid with funds not provided by landlord.

26.24 Landlord's Fees
Whenever tenant requests landlord to take any action or give any consent
required or permitted under this lease, tenant will reimburse landlord for all
of landlord's reasonable costs incurred in reviewing the proposed action or
consent, including without limitation reasonable attorneys', engineers' or
architects' fees, within 10 days after landlord's delivery to tenant of a
statement of such costs. Tenant will be obligated to make such reimbursement
without regard to whether landlord consents to any such proposed action.

26.25 Financial Reports
Within fifteen (15) days after landlord's request (not more than one time per
year), tenant will furnish tenant's most recent audited financial statements
(including any notes to them) to landlord, or, if no such audited statements
have been prepared, such other financial statements (and notes to them) as may
have been prepared by an independent certified public accountant or, failing
those, tenant's internally prepared financial statements. Tenant will discuss
its financial statements with landlord in order to enable landlord to verify the
financial statements. Landlord will not disclose any aspect of tenant's
financial statements that tenant designates to landlord as confidential except
(a) to landlord's lenders or prospective purchasers or the project, (b) in
litigation between landlord and tenant, and (c) if required by court order.

26.26 Binding Effect
The covenants, conditions, and agreements contained in this lease will bind and
inure to the benefit of landlord and tenant and their respective heirs,
distributees, executors, administrators, successors, and, except as otherwise
provided in this lease, their assigns.

26.27 Waiver of Lien
Landlord hereby waives any statutory and common law liens for rent (other than
judgment liens)

26.28 Prevailing Party
Notwithstanding anything to the contrary contained in this lease, in the event
of any litigation between the landlord and the tenant arising out of this lease
or tenant's use and occupancy of the premises, the prevailing party shall be
entitled to recover its costs and expenses incurred in such litigation,
including reasonable attorney's fees, at all levels, including appeals.

26.29 Access
Access to the premises shall be available to tenant 24 hours per day, 7 days per
week, 365 days per year.

26.30 Communications Equipment
Subject to the tenants's compliance with all applicable laws, ordinances, rules
and regulations, tenant shall have the right, at the tenant's sole cost and
expense, to install, maintain and remove on the roof of the building a satellite
dish or other similar device, such as an antenna, for the purpose of receiving
and/or sending radio, television, computer, telephone or other communication
signals (and including the installation of all necessary cables, wires and
transformers). Any such satellite dish or other similar device and the cables,
wires and transformers related thereto are referred to as "communications
equipment." In such event, tenant shall advise landlord at least 10 days in
advance of the planned installation of such communications equipment and shall
comply with any reasonable request of landlord with respect to the installation
thereof. Tenant shall be responsible for any damage to the building caused by
installing or maintaining the communications equipment. At the expiration or
earlier termination of this lease, tenant, at its expense, shall remove the
communications equipment. Any work required to restore the roof or any other
part of the building from any damage occasioned by the installation, maintenance
or removal of the communications equipment shall be borne by tenant. The
installation, maintenance and removal of the communications equipment shall be
subject to the obligations, imposed upon the tenant in this lease, with respect
to the tenant's use and occupancy of th premises' provided, however, that there
shall be no additional consideration due from tenant with respect to the rights
granted to tenant pursuant to this Section.

26.31 Supplemental HVAC Equipment
Subject to the provisions of Article 14, tenant shall have the right to install
additional, separate, self-contained and separately metered air conditioning

                                       14
<PAGE>

units in the premises, including condenser units on the roof of the building and
any other necessary construction, including access through a chase from the
premises to the roof. Tenant shall at its own expense be required to repair,
maintain and replace such air conditioning unit(s) and equipment.

26.32 Right of First Refusal
Tenant shall have a continuing right of first refusal, subject to rights of
first refusal of previous tenants, to rent any available space in the building
that becomes available for lease from time to time. Landlord will give written
notice to tenants who have right of first refusal of any available space and
allow a reasonable time for written response as per their lease agreements.
Tenant understands that their are prior tenants who have Right of First refusal
also in their leases, and they must deny first. Tenant shall have an absolute
right to first refusal on any available space as compared to a new prospective
tenant.

Landlord and tenant have executed this lease as of the day and year first above
written.

WITNESSES:                            LANDLORD:

                                      TRI-COUNTY DEVELOPMENT GROUP, INC.,
                                      A FLORIDA CORPORATION

----------------------------------
                                      /s/ Laurence F. Leavy
----------------------------------    ------------------------------------------
                                      By: Laurence F. Leavy, President

                                          Date: 3/31/00
                                               ---------------------------------


                                      TENANT:

                                      ANDRX CORP.
                                      A FLORIDA CORPORATION
/s/ Allison Lichter
----------------------------------
/s/ Janet Lopez                        By: /s/ Scott Lodin
----------------------------------        --------------------------------------
                                           (Person Signing Name)

                                           Title: Vice President/General Counsel
                                                --------------------------------
                                           Date:  4/4/00
                                                --------------------------------


                                       15
<PAGE>

                            EXHIBIT A - THE PREMISES




                                       16
<PAGE>


                             EXHIBIT B - WORKLETTER




                                       17
<PAGE>
                        EXHIBIT C - RULES AND REGULATIONS

C.1 General Rule
Landlord may from time to time adopt appropriate reasonable Rules and Procedures
for the security or safety of the building, any persons occupying, using, or
entering the building and tenant will comply with landlord's reasonable
requirements relative to such systems and procedures.

C.2 Tenant Definition
In these rules and regulations, tenant includes the employees, agents, invitees,
and licensees permitted by tenant to use or occupy the premises.

C.3 Common Area Access
The entrances, hallways, stairways and elevators will not be obstructed by any
tenant, for any purpose, and there shall be no roof access. Access shall be
provided to tenant's employees and invitees, unless such persons are engaged in
illegal activities. No tenant will be permitted to place any object on the
exterior of the building or on the roof of the building without written consent
of the landlord.

C.4 No Signs Visible from Exterior
No sign, picture, advertisement, or written notice shall be visible from the
exterior of tenant's premises without the written consent of landlord. All
approved signs will be created at the expense of the tenant per landlord's
approval. Other than draperies expressly permitted by landlord material visible
from outside the building are not permitted. Landlord may remove the items
without any liability, and may charge the expense to the tenant.

C.5 No Unauthorized Cooking
For safety reasons, no cooking will be permitted by tenant on the premises,
except in area which are specially constructed for cooking and except that use
of microwave ovens and Underwriters' Laboratory approved equipment for brewing
coffee, tea, hot chocolate, and similar beverages will be permitted, provided
that such use is in accordance with all applicable federal, state, and city
laws, codes, ordinances, rules, and regulations.

C.6 Only Approved Cleaning Crews May Access Premises
No tenant will employ any person or persons other than the cleaning service of
landlord for the purpose of cleaning the premises, unless otherwise agreed to by
landlord in writing. Except with landlord's written consent, no persons other
than those approved by landlord will be permitted to enter the building for the
purpose of cleaning. No tenant will cause any unnecessary labor by tenant's
carelessness or indifference in the preservation of cleanliness. Should tenant's
actions result in any increased expense for any cleaning, landlord reserves the
right to assess tenant for such expenses.

C.7 Proper Restroom Care
The toilet rooms, toilets, urinals, wash bowls and other plumbing fixtures will
not be used for any purposes other than those for which they were constructed,
and no sweepings, rubbish, rags, or other foreign substances will be thrown in
such plumbing fixtures. All damages resulting from any misuse of the fixtures
will be borne by the tenant who, or whose servants, employees, agents, visitors,
or licensees, caused the same.

C.8 Proper Facility Care
No tenant, or its guests or employees, will in any way deface any part of the
premises. Where carpet has been provided by landlord, tenant will at its own
expense install and maintain pads to protect the carpet under all furniture
having casters other than carpet casters.

C.9 Door Locks
No tenant will change, replace, or re-key any lock on any door of the premises.
Landlord will retain a pass (master) key to all door locks on the premises. Any
door locks required by tenant will be installed or changed by landlord following
tenant's written request and will be at tenant's expense. All new and re-keyed
locks will remain operable by landlord's master key. Landlord will furnish each
tenant, free of charge, with two (2) keys to each lock on the premises and two
(2) building access keys. For any additional keys requested by Tenant, Landlord
will have the right to charge for additional keys and cards at actual cost to
Landlord.

C.10 Movers Must be Approved, Bonded, Insured
Any persons employed to move tenant's equipment must be reasonably acceptable to
landlord. The moving company must be a professional mover, whose primary
business is relocation services, and must be bonded and fully insured. A
certificate of insurance must be received and reasonably approved by landlord
prior to any moving operations. All moving operations will be conducted at such
times as landlord will direct, and all moving will take place during
non-business hours unless landlord agrees in writing otherwise. Tenant will be
responsible for the provision of building security during all moving operations,
and will be liable for all losses and damages sustained as a result of the
failure to supply adequate security. Landlord will have the right to prescribe
the weight, size, and position of all equipment, materials, furniture, or other
property brought into the building. Heavy objects will stand on wood strips of
such thickness as is necessary to properly distribute the weight. Landlord
reserves the right to inspect all property brought into the building. Supplies,
goods, materials, packages, furniture, and all other items of every kind
delivered to or taken from the premises will be delivered or removed through the
entrance and reasonable route designated by landlord.

C.11 No Chemicals Other Than Cleaning Supplies
No tenant will use or keep in the premises any kerosene, gasoline, or
inflammable or combustible or explosive fluid or material or chemical substance
other than limited quantities of necessary for the maintenance of office
equipment for cleaning fluids and solvents required in tenant's normal
operations. Without landlord's written approval, no tenant will use any method
of heating or air conditioning other than that supplied by landlord.

C.12 Building Name
Landlord will have the right, exercisable upon written notice and without
liability to any tenant, to change the name of the building.

C.13 Advertising
Landlord will have the right to prohibit any advertising by tenant mentioning
the building that, in landlord's opinion, tends to impair the reputation of the
building or its desirability for offices, and upon written notice from landlord,
tenant will refrain from or discontinue such advertising.

C.14 Pet Rule
Tenant will not bring any animals (except "Seeing Eye" dogs and fish tanks) or
birds into the building, and will not permit bicycles or other vehicles inside

                                       18
<PAGE>

or on the sidewalks outside the building except in areas designated from time to
time by landlord for such purposes, without landlords written consent.

C.15 Normal Open hours
The building is open during normal business hours, as defined as Monday through
Friday, 7:00 a.m. to 6:00 p.m., and is the hours of common area and premises air
conditioning. All ingress/egress between 6:00 p.m. and 7:00 a.m., Monday through
Friday, and at on Saturdays, Sundays, and holidays will comply with all
reasonable regulations.

C.16 Storage of Garbage/Trash
Each tenant will store its garbage within its premises. No material will be
placed in the trash boxes if such material may not be disposed of without being
in violation of any law. All refuse disposal will be made only through entryway
and elevators and at such times as landlord reasonably designates. Removal of
any furniture or large equipment will be the responsibility of each tenant and
will not be removed by the building's janitorial service, except at the tenant's
expense. No furniture, equipment, or flammable products of any type may be
disposed of in the building trash receptacles.

C.17 Solicitation of Tenants/Invitees
Canvassing, peddling, soliciting, and distributing handbills or any other
written materials in the building are prohibited.

C.18 Actual notice to Landlord is required
The requirements of the tenants will be attended to only upon application by
written, personal, or telephone notice at the office of the building. Employees
of landlord will not perform any work or do anything outside of their regular
duties unless under special instructions from landlord.

C.19 Building Directory
A directory will be provided of tenants as landlord in its discretion approves.
Any additional name(s) that tenant desires to place in such directory must be
approved by landlord, and tenant will pay to landlord a charge for each such
additional name. No tenant will have any exterior signage.

C.20 Secure Premises
Tenant will see that its premises doors are closed and locked before tenant or
tenant's employees leave the premises. On multiple-tenancy floors, all tenants
will keep the doors to the building corridors closed at all times except for
ingress and egress.

Whenever entering building before 7 a.m., or after 6 p.m., or on weekends,
exterior doors must be locked.

C.21 Parking on Premises
(1)      Landlord will not be liable for loss or damage to any vehicle (or its
         contents), or any property left in any of the parking areas, resulting
         from fire, theft, vandalism, accident, conduct of other users of the
         parking areas, except to the extent caused by the negligence or willful
         misconduct of landlord, its agents, employees or contractors.
(2)      Tenant agrees that, except to the extent caused by the negligence or
         willful misconduct of landlord, its agents, employees or contractors:
         (a) landlord will not be obligated to provide any traffic control,
         security protection or operator for the parking areas;
         (b) tenant uses the parking areas at its own risk; and
         (c) landlord will not be liable for personal injury or death, or theft,
         loss of, or damage to property.
         (d) Tenant waives and releases landlord from any and all liability
         arising out of the use of the parking areas by tenant, its employees,
         agents, invitees, and visitors, whether brought by any of such persons
         or any other person.
(3)      Tenant (including tenant's employees, agents, invitees, and visitors)
         will use the parking area solely for the purpose of parking passenger
         model cars, small vans, and small trucks. The parking areas may be used
         by tenant, its agents, or employees, for occasional overnight parking
         of vehicles. Tenant will ensure that any vehicle in the parking area
         will be kept in proper repair and will not leak oil or grease or any
         amount of gasoline.
(4)      Landlord may consider Tenant in default under the lease, subject to
         applicable notice and cure periods) if any of the parking area is used:
         (a) for any purpose other than parking; or
         (b) in any way or manner reasonably objectionable to landlord.
(5)      Tenant's right to use the parking areas will be in common with other
         tenants and with other parties permitted to use the parking areas.
(6)      Landlord has reasonable discretion to assign and reassign particular
         parking spaces for use by persons selected by landlord, or to restrict
         areas in which general, unreserved parking is permitted, provided that
         tenant's rights under the lease are preserved.
(7)      Tenant, its employees and/or visitors, will not park in any space
         designated as: RESERVED, HANDICAPPED, BABY BUGGY, VISITORS ONLY, or
         LIMITED TIME PARKING.
(8)      If the parking areas are damaged, or use of the areas is limited by any
         governmental authority or causes beyond landlord's reasonable control,
         tenant's inability to use parking area will not subject landlord to any
         liability to tenant and will not relieve tenant of lease obligations.
(9)      Tenant has no right to assign or sublicense any of its parking rights,
         except as part of a permitted assignment or sublease of the lease.

C.22 Non-Smoking Building
In accordance with Clean Air Acts, Broward Corporate Center has been deemed a
non-smoking building, and Smoking is prohibited in the Premises and interior
common areas of the building. Smoking may be done on the exterior and in the
northeast Smoking patio.

C.23 No Constructive Evictions
No act done by landlord or its agent during the term of the lease with the
enforcement of these rules and regulations will constitute an eviction by
landlord of any tenant nor will it be deemed an acceptance of surrender of the
premises by any tenant, and no agreement to accept such termination or surrender
will be valid unless in a writing signed by landlord. The delivery of keys to
any employee or agent of landlord will not operate as a termination of the
lease, or a surrender of the premises, unless such delivery is approved by
landlord.

C.24 Individual Waiver
Landlord may waive any one or more of these rules and regulations for the
benefit of any particular tenant or tenants, but no such waiver by landlord will
be construed as a waiver of such rules and regulations in favor of any other
tenant or tenants, nor prevent landlord from enforcing any such rules and
regulations against any or all of the tenants of the buildings after such
waiver. Landlord will use commercially reasonable efforts to uniformly enforce
the rules and regulations.

                                       19
<PAGE>

C.25 Addition to Lease
These Rules and Regulations are in addition to, and will not be construed to
modify or amend, in whole or in part, the terms, covenants, agreements, and
conditions of the lease. In the event of any conflict between the rule and
regulations and the lease, the lease shall control.


                                       20
<PAGE>

               EXHIBIT D - COMMENCEMENT DATE AMENDMENT CERTIFICATE

This Certificate, IF EXECUTED, is intended to change the date of the
commencement of rent entered into by landlord and tenant pursuant to Section 3.1
of the lease.

1. DEFINITIONS

In this certificate the following terms have the meanings given to them:

         (a)  Landlord

                  Tri-County Development Group, Inc.

         (b)  Tenant

         __________________

         (c)  Lease

         Office lease dated_______,_______, between landlord and tenant.

         (d)  Premises

         Suite_______

         (e)  Building Address

                  4491 South State Road 7
                  Fort Lauderdale, Florida 33314

2.  AGREED TO CHANGE RENT COMMENCEMENT DATE AND/OR LEASE EXPIRATION

Landlord and tenant agreed to amend the rent commencement date and/or lease
expiration date, per Sections 1.1(1) and (n):

         (1) the amended commencement date of the lease is_________,____, and
         (2) the amended expiration date is_________,____,
         (3) Sections 1.1(1) and (n) are accordingly amended.

Landlord and tenant have executed this commencement date certificate as of the
dates set forth below.

WITNESSES:                                    LANDLORD:

                                              TRI-COUNTY DEVELOPMENT GROUP, INC.
                                              A Florida Corporation

-------------------

-------------------                           ----------------------------------
                                              By: Laurence Leavy, President
                                              Date:
                                                   -----------------------------


                                              TENANT:

    A ______ Corporation


-------------------

-------------------                           ----------------------------------
                                              By: (Name of Person Signing)
                                              Date:
                                                   -----------------------------


                                       21
<PAGE>
                                    GUARANTY

STATE OF FLORIDA       )
COUNTY OF___________   )

WHEREAS, TRI-COUNTY DEVELOPMENT GROUP, INC., as Landlord and _______________, as
Tenant, negotiated a lease dated __________,___, on certain premises located at
4491 South State Road 7, Fort Lauderdale, Florida 33314, Suite_____; (this
Guaranty being attached to copy of said Lease which is executed
contemporaneously herewith and the terms of which are incorporated herein by
reference); and

WHEREAS, the undersigned have requested Landlord to execute and deliver said
Lease on the condition that the undersigned execute this Guaranty as Guarantors;
and

WHEREAS, the undersigned have agreed to execute this Guaranty in order to induce
the Landlord to execute and deliver the aforesaid Lease;

NOW THEREFORE, in consideration of the execution and delivery of the aforesaid
Lease by the Landlord, and for other valuable consideration, receipt of which is
hereby acknowledged by the Guarantors, it is agreed as follows:

1. The undersigned jointly and severally, do hereby guarantee to the Landlord
and to any mortgagee holding a mortgage upon the interest of Landlord in the
leased premises, the due and punctual payment of all rent payable under said
Lease, and each and every installment thereof, as well as the full and prompt
and complete performance by the Tenant of all and singular the covenants,
conditions and provisions in said Lease contained on the part of the Tenant
therein to be kept observed and performed, as permitted by the Lease with no
less force and effect than if the undersigned were named as the Tenant in said
Lease, and the undersigned jointly and severally will forthwith on demand pay
all amounts at any time in arrears, and will make good any and all defaults
occurring under said Lease.

2. This Guaranty shall be absolute, continuing and unlimited, and the Landlord
shall not be required to take any proceedings against the Tenant, or give notice
to the undersigned before the Landlord has the right to demand payment or
performance by the undersigned upon default by the Tenant. This Guaranty and the
liability of the undersigned hereunder shall in no way be impaired or affected
by any assignment which may be made of said Lease, or any subletting thereunder,
or by any extension(s) of the payment of any rental or any other sums provided
to be paid by Tenant, or by any forbearance or delay in enforcing any of the
terms, conditions, covenants or provisions of said Lease or any amendment,
modification or revision of said Lease. This Guaranty shall be irrevocable
unless Landlord shall grant its consent to revocation in a written instrument
signed by both Landlord and the guarantor(s).

3. No action or proceeding brought or instituted under this Guaranty against the
undersigned, and no recovery had in pursuance thereof shall be any bar or
defense to any further action or proceeding which may be brought under this
Guaranty by reason of any further default or defaults of Tenant. The undersigned
hereby waive trial by jury in connection with any proceedings of counterclaims
brought in connection with the Lease and/or this Guaranty.

4. The liability of the undersigned shall not be deemed to be waived, released,
discharged, impaired or affected by reason of the release or discharge of the
Tenant in any creditors, receivership, bankruptcy (including Chapter 7 or
Chapter 11 bankruptcy proceedings or other reorganization proceedings) or other
proceedings, or the rejection or disaffirmance of the Lease in any proceedings.

5. There shall be no modification of the provisions of this Guaranty unless the
same be in writing and signed by the undersigned and the Landlord.

6. All of the terms, agreements and conditions of this Guaranty shall be joint
and several, and shall extend to and be binding upon the undersigned, their
heirs, executors, administrators, and assigns, and shall inure to the benefit of
the Landlord, its successors and assigns, and to any future owner of the fee of
the premises referred to in the Lease, and to any mortgagee of the fee interest
of the Landlord in the Leased Premises.

The undersigned have hereunto set their signatures and seals on __________,___,
as Guarantors for the purposes expressed herein and agree to be bound by the
terms hereof.


                                                 GUARANTOR(S):


                                                 -----------------------


                                                 -----------------------

                                       22

</TEXT>
</DOCUMENT>
