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Florida-Ft. Myers-5220 Summerlin Commons Boulevard Lease - Alanda Ltd. and FindWhat.com

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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                               COLONIAL BANK PLAZA
                      AT SUMMERLIN CENTER PROFESSIONAL PARK
                              OFFICE BUILDING LEASE


         THIS LEASE is made as of the 31st day of January, 2002, by
and between Alanda, Ltd., a Florida limited partnership ("Landlord"), and
FindWhat.com, a Nevada corporation authorized to transact business in the State
of Florida ("Tenant").


1.       INTRODUCTORY PROVISIONS.

         1.1  FUNDAMENTAL LEASE PROVISIONS.  Certain fundamental  provisions
              are presented in this Section in summary form to facilitate
              convenient reference by the parties.

              (a)  Tenant's Trade Name: FindWhat.com

              (b)  Anticipated Commencement Date: November 30, 2002

              (c)  Term: Ten (10) years

              (d)  Suite Number: 3rd, 4th and 5th Floors

              (e)  Permitted Use: Corporate offices and headquarters

              (f)  Size of Premises:  32,820 rentable sq. ft. (10,940 rentable
                   sq. ft. per floor)

              (g)  Annual Base Rent: $443,070.00. Annual Base Rent is based on
                   an average  rate of $13.50 per  rentable sq. ft. for the
                   initial Lease Year, as set forth in Section 4.1.

              (h)  Annual Rental Increase:  Three (3%) percent.  See
                   Section 4.2.

              (i)  Additional Rent: Tenant's Pro Rata Share Common Area
                   Maintenance Expenses (see Section 4.3)

              (j)  Tenant Estimated Pro Rata Share: 32,823 sq.ft./51,653 sq.ft.
                   (i.e. 63.545%),  subject to the limitations set forth in
                   Section 4.3.

              (k) Security Deposit: $100,000.00

              (l) Initial Tenant Improvements. See Section 7.1 below.

                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       1
<PAGE>
         1.2  AGREEMENT. In consideration of the rent and other sums payable
              to Landlord hereunder and the covenants and agreements to be
              observed and performed by Tenant, Landlord hereby Leases to
              Tenant, and Tenant hereby rents from Landlord, the Premises
              for the Term, at the rental and upon the conditions and
              agreements hereinafter set forth.

2.       PREMISES.

         2.1 PREMISES DEFINED. The term "Premises" means Tenant's suite, as
             identified in Section 1.1 above, which is located within Colonial
             Bank Plaza at Summerlin Center Professional Park, with an address
             of 5220 Summerlin Commons Boulevard, Ft. Myers, Florida (the
             "Office Building"), to be constructed by Landlord upon the real
             property described on Exhibit "A" hereto (the "Real Property"), in
             accordance with the site plan attached as Exhibit "B" hereto. The
             Premises shall consist of three (3) floors having the approximate
             dimensions and square footage as stated in Section 1.1 as shown on
             the floor plans of the Office Building, which are attached as
             Exhibit "C" to this Lease. For purposes of this Lease, the term
             Rentable Square Footage shall mean the usable square footage of the
             Premises, determined in accordance with BOMA standards, plus a
             common area factor based upon the ratio of usable floor area and
             total floor area of the floor on which the Premises are located, as
             certified by Landlord's architect or engineer. Prior to the
             Commencement Date, Landlord shall furnish Tenant with a statement
             from Landlord's architect or engineer certifying the as-built
             measurements of the Premises. In the event that the Premises are
             determined to contain more or less Rentable Square Footage than
             indicated in Section 1.1 of this Lease, then the Base Rent shall be
             adjusted based upon the actual Rentable Square Footage and the
             rental rates set forth in Section 1.1, above. The Premises shall
             not include any space above the interior surface of the ceiling as
             it exists on the Commencement Date of the Term. Tenant shall have
             the non-exclusive right to use space above the interior surface of
             the ceiling and within and behind the walls constituting or
             surrounding the Premises for wiring, piping, lines, sprinkler
             systems, communication systems, security systems, mechanical and
             other systems serving the Premises or used in connection with
             Tenant's business, as determined by Tenant. Landlord shall
             construct the Office Building and site improvements (including, but
             not limited to, all parking, driveway, sidewalks, landscaping and
             other improvements) and perform Landlord's Work as set forth on
             Exhibit "E" attached hereto in substantial compliance with the
             architectural drawings, floor plans, site plans and Office Building
             plans and specifications provided to Tenant, and in compliance with
             all zoning and other laws, rules, regulations, orders and
             ordinances of all governmental authorities.

         2.2 PRO RATA SHARE. Tenant's Pro Rata Share, shall be determined
             by dividing  the  Rentable  Square  Footage of the  Premises by the
             Total  Rentable  Square  Footage  within  the Office  Building,  as
             determined  by  Landlord's  architect or engineer,  based upon BOMA
             standards.  Tenant's  Pro Rata Share is subject  to  adjustment  by
             Landlord  based on the  foregoing  formula  if the  Total  Rentable
             Square  Footage of the Office  Building is  diminished by casualty,
             condemnation or similar takings, or other events reducing the Total
             Rentable  Square Footage or if the Total Rentable Square Footage is
             increased by additions to the Office Building.

3.       TERM.

         3.1 COMMENCEMENT AND EXPIRATION DATES OF TERM. The term of this
             Lease (the  "Term")  shall  commence on the earlier of: (1) fifteen
             (15) days after  notice from  Landlord  that all of the  Landlord's
             Work,   including  the  Initial  Tenant   Improvements,   has  been
             substantially completed, as evidenced by a certificate of occupancy
             for the Premises;  or (2) the date that Tenant  actually  opens for
             business  in the  Premises,  but in either  event not  sooner  than


                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       2
<PAGE>
             December 1, 2002.  Tenant may take possession of the Premises prior
             to  the  Commencement  Date  provided  that  the  Landlord's  Work,
             including the Initial Tenant Improvements, have been completed. The
             Term shall  continue  for the number of Lease  Year(s) set forth in
             Section 1.1, and shall end, unless extended or sooner terminated in
             accordance with the provisions herein contained, on the last day of
             the last  Lease Year (as  hereinafter  defined).  Tenant  agrees to
             execute an Amendment to this Lease, after the Commencement Date and
             within ten (10) days after Landlord's  request, to confirm Tenant's
             acceptance  of the  Premises,  the Rentable  Square  Footage of the
             Premises,  the Annual Base Rent,  Tenant's Pro Rata Share,  and the
             actual Commencement Date of this Lease.

         3.2 LEASE YEAR AND ANNIVERSARY DATE. The term "Lease Year" shall mean
             a period of twelve (12) consecutive full calendar months. The term
             "Anniversary Date" shall mean the date twelve months after the
             Commencement Date, and each twelve (12) months thereafter through
             the term of this Lease. If the  Commencement  Date is not the first
             day of a calendar month, then the first Lease Year shall consist of
             twelve (12) consecutive full calendar months plus the partial month
             beginning on the Commencement Date and ending on the last day of
             that partial month, and the first Anniversary Date shall be the
             first day of the calendar month coinciding with or following the
             date which is twelve (12) months after the Commencement Date. Each
             subsequent Anniversary Date shall be the date that is twelve (12)
             months after the first Anniversary Date, and each succeeding Lease
             Year shall commence upon the Anniversary Date.

         3.3 FAILURE OF TENANT TO ACCEPT POSSESSION. In the event Landlord
             notifies Tenant in writing that the Premises have been completed,
             and if Tenant fails to take possession within sixty (60) days
             thereafter, then Landlord shall have, in addition to any and all
             remedies herein provided, the right to immediately cancel and
             terminate this Lease.

         3.4 QUIET ENJOYMENT. Upon Tenant's paying the Rent reserved hereunder
             and observing and performing all of the covenants, conditions, and
             provisions on Tenant's part to be observed and performed hereunder,
             Tenant shall have quiet  possession of the Premises for the entire
             term hereof, subject to the provisions of this Lease.

4.       RENT. Tenant shall pay to Landlord at the office of Landlord, or at
         such other place designated by Landlord, without notice, demand or
         off-set, the following rentals (collectively, the "Rent"):

         4.1 ANNUAL BASE RENT. The Annual Base Rent (referred to herein as the
             "Base Rent") for each Lease Year shall be paid in monthly
             installments in advance Commencing on the Commencement Date, and on
             or before the first day of each calendar  month  thereafter  during
             the Term, plus any sales,  use or other taxes assessed from time to
             time on the Base Rent or on the use and occupancy of the Premises.
             If the Commencement Date is other than the first day of a calendar
             month, the Rent for the period from the Commencement Date to the
             first day of the next succeeding month shall be prorated on a per
             diem basis and shall be payable  with and in  addition to the first
             monthly installment of Base Rent on the Commencement Date. Annual
             Base Rent is based on an average  rate of $13.50 per rentable sq.
             ft.for the initial Lease Year, as follows: (i) $13.00 per rentable
             sq. ft. for the 3rd floor; (ii) $13.50 per rentable sq. ft. for the
             4th floor; and (iii) $14.00 per rentable sq. ft. for the 5th floor.

         4.2 ANNUAL RENT INCREASE. Base Rent shall increase each Lease Year,
             effective on the Anniversary Date of the Commencement Date, by an
             amount equal to the Annual Rental Increase, as set forth in Section
             1.1.

         4.3 ADDITIONAL  RENT. In addition to the Base Rent, Tenant shall be
             responsible for payment of


                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       3
<PAGE>
               the following sums, as Additional Rent:

               4.3.1 COMMON AREA MAINTENANCE. Tenant shall pay to Landlord for
                     the operation of the Office Building and the maintenance of
                     the Common Areas, an amount equal to Tenant's Pro Rata
                     Share of the Common Area Maintenance Expenses, as that term
                     is defined in Section 5.2 of this Lease. Any increases in
                     Common Area Maintenance Expenses shall not exceed three
                     (3%) percent per annum, with the exception of real estate
                     taxes, insurance and utilities.

               4.3.2 OTHER ADDITIONAL RENT. Tenant shall pay, as Additional
                     Rent, all other sums of money or charges required to be
                     paid by Tenant under this Lease, whether or not the same be
                     specifically designated "additional rent" and all sales,
                     use, or other taxes assessed, levied, or imposed from time
                     to time on any Additional Rent. If such amounts and charges
                     are not paid at the time provided in this Lease, they shall
                     nevertheless, if not paid when due, be collectible as
                     Additional Rent with the next installment of Base Rent
                     thereafter becoming due, but nothing herein shall be deemed
                     to suspend or delay the payment of any amount of money or
                     charge.

               4.4   PAYMENT OF ESTIMATED ADDITIONAL RENT. Within sixty (60)
                     days after the end of each calendar year, Landlord shall
                     deliver to Tenant a statement setting forth the actual
                     Common Area Maintenance Expenses expended by Landlord
                     during the previous calendar year. In the event that the
                     amounts paid by Tenant during the course of the calendar
                     year are less than Tenant's Pro Rata Share of the actual
                     expenses, then Tenant shall, within thirty (30) days after
                     receipt of the annual statement, pay the entire amount of
                     the deficiency, and thereafter the monthly installment of
                     Additional Rent shall be adjusted accordingly for the
                     current calendar year to more closely approximate the
                     expected actual Additional Rent. In the event that the
                     amounts paid by Tenant during the course of the calendar
                     year are more than Tenant's Pro Rata Share of the actual
                     Common Area Maintenance Expenses, then Tenant shall be
                     entitled to a credit against the amount of Base Rent and
                     Additional Rent next due under the Lease. Landlord reserves
                     the right to revise the estimate of Common Area Maintenance
                     Expenses, at any time during the course of the year, and
                     from time to time, to more closely approximate the actual
                     Common Area Maintenance Expenses incurred by Landlord
                     during the course of the year. Tenant shall pay to
                     Landlord, without notice or demand, on the first day of
                     each month during the Term of this Lease, the monthly
                     installment of estimated Common Area Maintenance Expenses,
                     as set forth in the most recent statement received by
                     Tenant from time to time continuing throughout the Term of
                     this Lease.


               4.5   PRORATION. If the first year of the Term of this Lease
                     commences on any day other than the first day of January,
                     or if the last year of the Term of this Lease ends on any
                     day other than the last day of December, any payment due to
                     Landlord by reason of any Additional Rent or estimated
                     installment thereof shall be prorated, and Tenant shall pay
                     any amount due to Landlord within thirty (30) days after
                     being billed therefor. This covenant shall survive the
                     expiration or termination of this Lease.

               4.6   LATE CHARGE. Any payment of Rent, including Base Rent and
                     Additional Rent, which is not received by Landlord within
                     ten (10) days after the date when due, shall be subject to
                     a late charge in an amount equal to five (5%) percent of
                     the payment then due.

                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       4




<PAGE>

               4.7   SECURITY DEPOSIT.

                     4.7.1 Tenant has deposited the Security Deposit with
                           Landlord, as set forth in Section 1.1. The Security
                           Deposit shall be held by Landlord as security for the
                           faithful performance by Tenant of all the terms of
                           this Lease to be observed and performed by Tenant.
                           Tenant shall be entitled to interest on any unapplied
                           portion of the Security Deposit at the rate of three
                           (3%) percent per annum. The Security Deposit shall
                           not be mortgaged, assigned, transferred or encumbered
                           by Tenant, and any such act on the part of Tenant
                           shall be without force and effect and shall not be
                           binding upon Landlord. The Security Deposit shall not
                           constitute prepaid Rent or liquidated damages, but
                           may be applied by Landlord to other amounts due under
                           this Lease.

                     4.7.2 If any of the Rent herein reserved or any other sum
                           payable by Tenant to Landlord shall be overdue and
                           unpaid or should Landlord make payments on behalf of
                           the Tenant, or Tenant shall fail to perform any of
                           the terms of this Lease, or Tenant or any of its
                           agents, employees, or customers, shall physically
                           damage the Premises and such damages shall not have
                           been corrected, then Landlord may, at its option and
                           without prejudice to any other remedy which Landlord
                           may have on account thereof, appropriate and apply
                           the entire Security Deposit or so much thereof as may
                           be necessary to compensate Landlord toward the
                           payment of Rent or Additional Rent or loss or damage
                           sustained by Landlord due to such breach on the part
                           of Tenant; and Tenant shall, within five (5) days of
                           written demand, deposit cash with Landlord to restore
                           the Security Deposit to the original amount. Should
                           Tenant comply with all of the terms and provisions of
                           this Lease, including without limitation, the
                           obligation to promptly pay all of the Rent as and
                           when due hereunder, and provided that Tenant vacates
                           the Premises in the condition required hereunder at
                           the end of the Term, then Landlord shall return the
                           Security Deposit to Tenant within fifteen (15) days
                           after the end of the term of this Lease or any
                           extension hereof.

5.       COMMON AREAS.

         5.1  USE OF COMMON AREAS. Tenant, its guests, visitors, employees and
              business invitees shall have the non-exclusive right to use the
              common areas, including sidewalks, driveways, parking areas,
              service roads, and loading facilities within the Office Building,
              together with such other facilities as may be designated from time
              to time by Landlord (collectively referred to as the "Common
              Areas"), in common with other persons entitled to the use thereof,
              and provided, however, that use of the Common Areas shall be
              subject to the Rules and Regulations for the use thereof as may be
              reasonably prescribed by Landlord from time to time. Landlord
              reserves the right to designate visitor parking areas, to grant
              exclusive use of the Common Area during certain time periods when
              deemed by Landlord to be in the best interest of the Office
              Building as a whole, provided, however, such exclusive use of the
              Common Areas shall be on a temporary basis and shall not interfere
              with Tenant's business operations or use of the Premises.

         5.2  COST OF MAINTENANCE. Tenant shall reimburse Landlord for Tenant's
              Pro Rata Share of all Common Area Maintenance Expenses. The term
              "Common Area Maintenance Expenses" shall mean the total cost and
              expenses incurred by or on behalf of Landlord in connection with
              the administration, operation, maintenance, and repair of the
              Office Building, including without limitation, the cost of
              cleaning, maintaining and repairing all portions of the Common
              Area; all real and personal property taxes and assessments
              (including without limitation waste collection, extraordinary or
              special assessments, and all costs and fees,

                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       5

<PAGE>
              including reasonable attorneys' fees, incurred by Landlord in
              contesting or negotiating the same with public authorities subject
              to Tenant's reasonable approval) levied, imposed, or assessed upon
              the Office Building during each Lease Year (collectively,
              "Taxes"), except that Taxes shall not include any sales or use
              taxes, income taxes or other taxes on the income received by
              Landlord from the operation of the Office Building; premiums for
              public liability insurance, casualty insurance, worker's
              compensation insurance and such other insurance coverage as
              Landlord may from time to time determine to be necessary or
              appropriate; painting, facade maintenance, lighting, exterior
              maintenance and roof repairs; repair and resurfacing of all
              parking areas and sidewalks; maintenance, repair and replacement
              of all heating, ventilation and air conditioning systems;
              gardening and landscaping; sign maintenance; electricity; water,
              sewer, removal of trash, rubbish, garbage and other refuse;
              security; depreciation or rental on machinery or equipment used in
              such maintenance; the cost of personnel to implement such
              services; legal fees, accounting fees and property management
              fees; and such other expenses which, according to generally
              accepted accounting principles would be considered to be common
              area maintenance expenses. Common Area Maintenance Expenses shall
              not include any leasing commissions paid by Landlord, any tenant
              improvements or other amounts expended by Landlord on behalf of
              any individual tenant or for which Landlord would be entitled to
              reimbursement from any individual tenant or any portion of
              principal or interest paid by Landlord in connection with any
              mortgage loan Office Building. Notwithstanding anything to the
              contrary set forth above, the following items are specifically
              excluded from Common Area Maintenance Expenses: (i) repairs or
              other work occasioned by fire, windstorm, or other casualty of an
              insurance nature or by exercise of eminent domain, to the extent
              covered by insurance or condemnation proceeds, (ii) depreciation
              and amortization except for items specifically included above;
              (iii) items of a capital nature, including, but not limited to,
              capital improvements, alterations or replacements, except to the
              extent that such capital improvements, alterations or replacements
              are required by law or reduce the operating expenses of the Office
              Building, in which event the total capital expenditure shall be
              amortized over the expected useful life of the improvement; (iv)
              expenses in connection with services or benefits of a type which
              are not provided to Tenant but which are provided to another
              tenant or occupant whether or not reimbursable by such other
              tenant; (v) costs incurred due to violation by Landlord or any
              other tenant of the terms and conditions of any other lease or
              agreement; (vi) any costs, fines, or penalties incurred due to
              violation by Landlord of any governmental rule, law or regulation
              or the noncompliance of the Office Building with any rule, code,
              law or regulation; (vii) costs of sculpture, paintings or works of
              art; (viii) costs of correcting structural or other defects in any
              part of the Office Building; (ix) costs relating to the testing,
              monitoring, control or renewal of any hazardous substances; (x)
              attorneys fees and other costs in connection with negotiating and
              drafting other leases within the Office Building, or in connection
              with any disputes arising in connection with any lease or other
              tenant or occupant of the Office Building; (xi) Landlord's general
              overhead and administrative expenses not relating directly to
              management and operation of the Office Building; (xii) advertising
              and promotional expenses incurred with respect to leasing any part
              of the Office Building; (xiii) bad debt and uncollected rent; and
              (xiv) premiums for business interruption or rent interruption
              insurance. Any administrative and/or management fees shall not
              exceed the fee that would be charged by an independent third party
              management company for comparable services for office buildings of
              comparable size and quality in Lee County, Florida.


         5.3  ALTERATIONS. Landlord reserves the right to make alterations,
              additions, changes, reconfigurations or improvements to the Common
              Areas including, without limitation, the main lobby, parking
              areas, driveways, sidewalks and entrances to the Office Building;
              provided that Landlord makes reasonable accommodations to provide
              Tenant with unimpeded access to the Premises. No alteration,
              addition, change, reconfiguration or


                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       6

<PAGE>

              improvement shall in any event be deemed to be a Common Area
              Maintenance Expense. Tenant's consent shall not be required with
              respect to any such alterations, additions, changes,
              reconfigurations or improvements.

6.       USE OF PREMISES.

         6.1  USE. Tenant shall use and occupy the Premises only for the use
              set forth in Section 1.1 hereof and any and all ancillary and
              related uses thereto, and shall not use or occupy the Premises or
              permit the same to be used for any other purpose without the prior
              written consent of Landlord, such consent not to be unreasonably
              withheld. Tenant agrees that it will use the Premises in such a
              manner so as not to interfere with or infringe on the rights of
              other tenants in the Office Building. Tenant shall not use or
              occupy the Premises in violation of any law, ordinance,
              regulation, or directives of any governmental authority having
              jurisdiction thereof or of any condition of the certificate of
              occupancy issued for the Office Building, and shall, upon five (5)
              days' written notice from Landlord, discontinue any use of the
              Premises which is declared by any governmental authority having
              jurisdiction to be in violation of any law, ordinance, regulation,
              or directive of said certificate of occupancy. During the Term,
              Tenant shall be in continuous use and occupancy of the Premises
              and shall not vacate or abandon the same.

         6.2  SIGNAGE.

              6.2.1 Landlord shall install a "FindWhat.com" sign on the exterior
                    facade of the Office Building and on any pylon or monument
                    sign for the Office Building, at Tenant's expense, as shown
                    on the Signage Plan attached as Exhibit "F" hereto. Tenant's
                    signage shall be the maximum size allowable by the City of
                    Ft. Myers. subject to Landlord's approval, which will not be
                    unreasonably withheld, delayed or conditioned. Landlord
                    agrees that no other signs, except for Tenant's and one
                    other tenant of the Office Building shall be placed on the
                    exterior facade of the Office Building during the term of
                    the Lease. If Tenant vacates the 3rd and 4th floor pursuant
                    to the Relocation Option, as described in the Addendum to
                    Lease, which is attached hereto, then Landlord shall have
                    the right to remove Tenant's signage.

              6.2.2 Tenant shall be permitted to maintain signage on the
                    Office Building directories and on the entrance to its
                    Premises, provided all such signs shall be uniform in
                    appearance, as approved by Landlord. Landlord shall also
                    list Tenant on any building directory sign installed by
                    Landlord in the lobby of the Office Building and on the
                    floor of the Office Building on which Tenant's Premises are
                    located.

         6.3  NAME OF BUILDING. Landlord reserves the right to change the name
              of the Office Building, from time to time, at Landlord's
              discretion.

         6.4  USE RESTRICTION. Tenant acknowledges that no portion of the
              Premises may be used for retail banking purposes. The term "retail
              banking purposes" shall mean receiving deposits and making loans
              to the general public, whether done by a state bank, national
              bank, savings and loan association, credit union, mutual fund or
              other entity, whether the same be state or federally chartered,
              whether by walk-up or drive-in teller facility, automated teller
              machine or otherwise.

7.       TENANT IMPROVEMENTS; ALTERATIONS, REPAIRS, AND MAINTENANCE.

         7.1  INITIAL TENANT  IMPROVEMENTS. Landlord shall, at Landlord's
              expense, construct the initial tenant improvements (the "Initial
              Tenant Improvements") for the Premises, on behalf of


                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       7
<PAGE>
              Tenant, in accordance with the plans and specifications prepared
              by Design 2000, Inc., which have been separately initialed by the
              parties (the "Plans"). No further changes shall be made to the
              planned construction, except with the written consent of Landlord
              and Tenant, and any such change shall be performed at Tenant's
              expense. Landlord shall be responsible for obtaining all permits
              that may be required to construct the Initial Tenant Improvements.
              Landlord shall endeavor to keep Tenant reasonably apprised of the
              status of the construction and the Anticipated Completion Date.
              Upon completion of the Initial Tenant Improvements, and prior to
              delivery of possession of the Premises to Tenant, Landlord shall
              give notice to Tenant to examine the Premises, with Landlord's
              representative, at the time specified in such notice. Upon
              completion of the inspection, Tenant shall sign and give to
              Landlord a statement setting forth any items that the parties
              agree are incomplete or otherwise deviate from the Final Plans.
              Landlord shall complete or correct any items that Landlord agrees
              are incomplete or insufficient within a reasonable period of time
              after the date that Tenant takes possession of the Premises.

         7.2  SUBSEQUENT ALTERATIONS. Upon completion of the Initial Tenant
              Improvements, Tenant shall have the right, from time to time, to
              paint and redecorate the interior of the Premises without
              Landlord's consent. Any additions, alterations, partitions,
              changes, or improvements in or to the Premises, or any part
              thereof, shall require the prior written consent of Landlord, such
              consent not to be unreasonably withheld, and shall be performed
              only by licensed contractors approved, in advance, by Landlord,
              such approval not to be unreasonably withheld. Tenant shall not
              have the right to make any additions, alterations, partitions,
              changes, or improvements that affect the structure, structural
              strength, or outward appearance of the Premises or the building.
              Tenant shall submit to Landlord plans and specifications for such
              work at the time approval is sought. Any additions, alterations,
              changes, or improvements made in or to the Premises by Tenant
              shall be in compliance with all insurance requirements and
              regulations and ordinances of governmental authorities and shall,
              upon the expiration or sooner termination of the Term, become the
              property of Landlord unless removed by Tenant in Tenant's
              discretion. In the event Tenant elects to remove any such addition
              or improvement, Tenant shall promptly repair any damage to the
              Premises resulting from such removal.

         7.3  REPAIRS BY LANDLORD. Landlord agrees to keep and maintain in
              good order and repair in a first class condition the roof,
              structural components, and exterior walls of the Premises, all
              heating, ventilation, and air conditioning systems (HVAC),
              landscaping, parking areas, and Common Areas. Landlord gives to
              Tenant exclusive control of the Premises and shall be under no
              obligation to inspect the Premises. Tenant shall at once report in
              writing to Landlord any defective condition known to Tenant that
              Landlord is required to repair pursuant to this Section 7.3.
              Landlord's obligation to repair is expressly limited to those
              items set forth in this Section 7.3.

         7.4  REPAIRS BY TENANT. Tenant shall, at its own cost and expense, keep
              and maintain the Premises and appurtenances thereto and every part
              thereof, in good order and repair, with the exception of those
              portions of the Premises to be repaired by Landlord pursuant to
              Section 7.3 hereof. Without limiting the foregoing, Tenant agrees
              to keep in good order and repair and to replace as needed all
              fixtures pertaining to water, sewer, electrical and sprinkler
              systems (if any) and Tenant shall be liable for any damage to such
              systems. All damage or injury to the Premises, the building, or
              the Common Areas caused by the act or negligence of Tenant,
              employees, agents, contractors, invitees or licensees, shall be
              promptly repaired by Tenant at its sole cost and expense and to
              the satisfaction of Landlord to the extent the same is not covered
              by proceeds of insurance carried by Landlord. Landlord may make
              such repairs that are not promptly made by Tenant and charge
              Tenant for the cost thereof, and Tenant hereby agrees to pay such
              amounts on demand as additional rent hereunder.



                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       8

<PAGE>





         7.5  RUBBISH REMOVAL. Tenant shall keep the Premises clean and will
              remove all garbage and rubbish from the Premises. Tenant shall not
              burn any materials of any kind upon the Premises or Common Areas.
              Tenant agrees to keep all accumulated garbage and rubbish in
              covered containers and to have same removed regularly and in no
              event less frequently than as required by the Rules and
              Regulations. Should Tenant fail to abide by its obligations on
              this Section, then Landlord may, in addition to any other rights
              and remedies, cause the same to be done for and on account of
              Tenant, and Tenant hereby agrees to pay the expense thereof on
              demand as Additional Rent.

         7.6  COMMON  HALLWAYS. Tenant shall neither encumber nor obstruct the
              common hallways of the Office Building nor allow the same to be
              obstructed or encumbered in any manner.


8.       TENANT'S PROPERTY.

         8.1  TAXES ON LEASEHOLD. Tenant shall pay prior to delinquency all
              taxes, both real and personal, assessed against or levied upon the
              leasehold and upon its fixture, furnishings, equipment, leasehold
              improvements, and all other personal property of any kind owned by
              or used in connection with the Premises by Tenant.

         8.2  INDEMNITY.

              8.2.1  Tenant shall indemnify and hold harmless Landlord
                     from any liability, loss, claim or damage and expense,
                     including attorney's fees and costs in settlement, at trial
                     and on appeal, in connection with loss of life, personal
                     injury or property damage arising from any occurrence in,
                     upon, at or from the Premises or the common areas,
                     occasioned wholly or in part by any act or omission of
                     Tenant, its employees, agents, contractors, invitees or
                     licensees to the extent such liability, loss, claim, damage
                     or expense is not covered by proceeds of insurance.

              8.2.2  Tenant shall store its property in and shall occupy
                     the Premises and all other portions of the Office Building
                     at its own risk, and hereby releases Landlord, to the full
                     extent permitted by law, from all claims of every kind
                     resulting from loss of life, personal injury or property
                     damage occurring on the Premises, excluding only the gross
                     negligence or willful misconduct of Landlord, its
                     employees, agents or contractors.

              8.2.3  Landlord shall not be responsible or liable to Tenant
                     for any loss or damage to either the person or property of
                     Tenant that may be occasioned by or through the acts or
                     omissions of tenants occupying any other portions of the
                     Office Building or the acts or omissions of any other
                     person or entity, excluding only Landlord's employees,
                     agents and contractors.

              8.2.4  Landlord shall not be responsible or liable for any
                     injury, loss or damage to any person or to any property
                     caused by or resulting from bursting, breakage, leakage,
                     steam, running, backing up, seepage, or the overflow of
                     water or sewage in any part of said premises or for any
                     injury or damage caused by or resulting from acts of God or
                     the elements, or for any injury or damage caused by or
                     resulting from any defect or negligence in the occupancy,
                     construction, operation or use of any of said Premises,
                     building, machinery, apparatus or equipment by any occupant
                     of the Premises other than Landlord, its employees, agents
                     and contractors.

              8.2.5  Tenant shall give prompt written notice to Landlord
                     in case of any fire or other

                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       9


<PAGE>
                     casualty or accident in or about the Premises or the Office
                     Building, or of any defective or dangerous conditions of
                     which Tenant may become aware.

9.       INSURANCE AND INDEMNITY.

         9.1  TENANT'S INSURANCE. Tenant shall at all times during the Term of
              this Lease maintain the following insurance coverage:

              9.1.1  LIABILITY  INSURANCE. Tenant shall carry at its own expense
                     comprehensive general public liability and property damage
                     insurance with combined single limits of not less than
                     $1,000,000;

              9.1.2  CASUALTY INSURANCE. A standard form policy of casualty
                     insurance with standard form of extended coverage
                     endorsement covering all furniture, fixtures, equipment and
                     other personal property located in the Premises and used by
                     Tenant in connection with its business.

              9.1.3  WORKER'S  COMPENSATION AND EMPLOYER LIABILITY COVERAGE.
                     Worker's compensation and employer liability coverage, as
                     required by law.

         9.2  EVIDENCE OF  INSURANCE. All insurance coverage required to be
              maintained by Tenant hereunder shall be maintained with
              insurance companies authorized to do business in the State of
              Florida and reasonably acceptable to Landlord. All policies shall
              name Landlord as an additional insured and shall require that
              Landlord be provided with at least thirty (30) days prior written
              notice of any modification or cancellation. Tenant shall deliver
              duplicate original policies or certificates thereof to Landlord
              upon execution of this Lease, and thereafter Tenant shall deliver
              renewal policies or certificates to Landlord not less than fifteen
              (15) days prior to the expiration of the policies of insurance.
              The failure of Tenant either to effect said insurance in the names
              herein called for or to pay the premiums therefor or to deliver
              said policies or certificates to Landlord shall, at Landlord's
              option, permit Landlord to procure the insurance and pay the
              requisite premiums therefor on behalf of Tenant, which premiums
              shall be paid to Landlord with the next installment of Rent.
              Landlord's procurement or maintenance of such insurance on behalf
              of Tenant shall not be a waiver of such default.

         9.3  LANDLORD'S INSURANCE. Landlord shall maintain a policy or
              policies of casualty insurance covering the full replacement value
              of the Office Building with standard form of extended coverage
              endorsement and standard form of lender's loss payable endorsement
              issued to the holders of a mortgage or deed of trust secured by
              the Premises, together with vandalism, malicious mischief, and
              sprinkler leakage coverage. Tenant shall reimburse Landlord for
              Tenant's Pro Rata Share of such insurance as provided in Article 4
              hereof.

         9.4  WAIVERS OF  SUBROGATION. Each of the parties  hereto  waives any
              and all rights of recovery against the other or against any
              other tenant or occupant of the building or the Office Building or
              against the officers, employees, agents, representatives,
              invitees, customers, and business visitors of such other party or
              of such other tenant or occupant of the building or the Office
              Building for loss of or damage to such waiving party or its
              property or the property of others under its control arising from
              any cause insured against under the standard form of fire
              insurance policy with all permissible extensions and endorsements
              covering additional perils, or under another policy of insurance
              carried by such waiving party in lieu thereof, to the extent of
              the insurance proceeds paid thereunder. If obtainable without
              additional expense, each party shall obtain a waiver of
              subrogation from its insurance carrier.

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                                                      -------- Landlord Initials
                                       10

<PAGE>
10.      DESTRUCTION.

         10.1 PARTIAL DESTRUCTION. Subject to the provisions of Sections
              10.2 and 10.3, if the Premises, Office Building or Common Areas
              shall be partially damaged by any casualty, Landlord shall
              commence to repair the damage within sixty (60) days and shall
              thereafter diligently pursue repair of the damage to completion,
              in order to restore the Premises, Office Building or Common Area
              to their condition at the time of the occurrence of the damage.
              The Base Rent and Additional Rent shall be abated proportionately
              as to that portion of the Premises rendered untenantable.

         10.2 SUBSTANTIAL OR TOTAL DESTRUCTION. If the Premises, Common
              Areas or Office Building shall be totally destroyed or damaged by
              casualty, or if the Premises, Office Building or Common Areas
              shall be so damaged or destroyed to such an extent that Tenant is
              unable to conduct its business at the Premises in the ordinary
              course, as determined by Tenant, and if the estimated time to
              repair or replace such damage or destruction exceeds two hundred
              forty (240) days from the date of such damage or destruction, then
              either party may terminate this Lease by written notice to the
              other within sixty (60) days after the date of such damage or
              destruction, such termination to be effective as of the date of
              the damage or destruction. If neither party terminates this Lease
              as set forth above, Landlord shall promptly repair or replace such
              damage or destruction, and the Base Rent and Additional Rent shall
              abate until the Premises have been restored to their condition at
              the tine of the occurrence of the damage.

         10.3 SCOPE OF WORK. Notwithstanding the provisions of Section 10.1
              and 10.2, above, Landlord's scope of work to the Premises shall
              not exceed the scope of work to be performed by Landlord in
              originally constructing the Premises on behalf of Tenant. Unless
              this Lease is terminated by Landlord or Tenant, Tenant shall
              repair and refixture at Tenant's expense the interior of the
              Premises in a manner and to at least a condition equal to that
              existing prior to its destruction or casualty and the proceeds of
              all insurance carried by Tenant on its property and improvements
              shall be held in trust by Tenant for the purpose of said repair
              and replacement.

11.      CONDEMNATION.

         11.1 TOTAL CONDEMNATION. If the whole of the Premises shall be
              acquired or taken pursuant to the power of eminent domain by any
              governmental entity, then this Lease and the term herein shall
              cease and terminate as of the date of title vesting in the public
              authority in such proceeding.

         11.2 PARTIAL  CONDEMNATION. If any part of the Premises or Common
              Areas, but less than all, shall be acquired or taken pursuant
              to the power of eminent domain by any governmental entity, and
              such partial taking shall render that portion not so taken
              unsuitable for the business of Tenant as determined by Tenant,
              then this Lease and the Term herein shall cease and terminate as
              aforesaid. If such partial taking does not render the Premises
              unsuitable for the business of Tenant, then this Lease shall
              continue in effect except that the Base Rent and Additional Rent
              shall equitably abate and Landlord shall, upon receipt of the
              award in condemnation, make all necessary repair or alterations to
              the building in which the Premises are located or Common Areas so
              as to constitute the portion of the building or Common Areas not
              taken a complete architectural unit, but such work shall not
              exceed the scope of the work to be performed by Landlord in
              originally constructing the portion of the building housing the
              Premises and Common Areas, nor shall Landlord in any event be
              required to spend for such work an amount in excess of the amount
              received by Landlord as damages for the part of the Premises so
              taken. The provisions herein governing application of condemnation
              proceeds shall control over any mortgage now or hereafter
              encumbering the

                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       11
<PAGE>
              Premises.

         11.3 COMPENSATION. All compensation awarded or paid upon such a
              total or partial taking of the Premises shall belong to and be the
              property of Landlord without any participation by Tenant. Tenant
              shall, however, be entitled to claim, prove and receive in such
              condemnation proceedings such award as may be allowed for taking
              any of Tenant's property, including, but not limited to, leasehold
              improvements and fixtures, relocation costs and loss of Tenant's
              business. To the extent that the Tenant has a claim in
              condemnation proceedings, as aforesaid, Tenant may claim from
              condemning authority, but not from Landlord, such compensation as
              may be recoverable by Tenant.

12.      ASSIGNMENT AND SUBLETTING. Tenant shall not assign, mortgage or
         encumber this Lease, in whole or in part, without the prior written
         consent of Landlord, which consent shall not be unreasonably or in bad
         faith withheld, delayed or conditioned. Tenant shall have the right to
         sublease all or a portion of the Premises, with the prior written
         consent of Landlord, which consent shall not be unreasonably or in bad
         faith withheld, delayed or conditioned, provided that the proposed
         sublessee meets the then current reasonable credit criteria of Landlord
         (which credit criteria shall not be more stringent than that which is
         customarily utilized by similarly situated lessors of similar
         commercial properties in Lee County, Florida), including, without
         limitation, a minimum net worth of not less than the minimum net worth
         of Tenant as of the Commencement Date of this Lease, with comparable
         business experience and reputation. The consent by Landlord to any
         assignment or subletting shall not constitute a waiver of the necessity
         for such consent to any subsequent assignment or subletting. If this
         Lease is assigned or if the Premises or any part thereof are occupied
         by any party other than Tenant in violation of this Section, Landlord
         may collect Rent from the assignee, or occupant and apply the net
         amount collected to the Rent herein reserved, but no such assignment,
         underletting, occupancy or collection shall be deemed a waiver of this
         provision or an acceptance of the assignee, undertenant or occupant as
         lessee, or as a release of Tenant from the further performance by
         Tenant of the provisions on its part to be observed or performed
         herein. Notwithstanding any assignment or sublease, or Landlord's
         consent thereto, Tenant shall remain fully liable and shall not be
         released from performing any of the terms of this Lease. Tenant shall
         not permit any business to be operated in or from the Premises by any
         concessionaire or licensee without the prior written consent of
         Landlord, such consent not to be unreasonably withheld.

13.      SUBORDINATION  AND  NON-DISTURBANCE. This Lease and Tenant's rights
         hereunder are and shall be subject and subordinate to any mortgage,
         deed to secure debt or other security instrument now or hereafter
         placed against the Real Property, the Office Building or the Premises,
         or any part thereof; and to all renewals, modifications, replacements,
         consolidations and extensions thereof; provided, however, that Landlord
         shall, prior to the Commencement Date, procure and deliver to Tenant a
         Non-Disturbance Agreement from any then existing mortgagee, pursuant to
         the terms which such mortgagee shall agree not to disturb Tenant's
         rights to possession under the terms of this Lease so long as Tenant
         remains current and is not in default hereunder. In furtherance of this
         section, Landlord and Tenant agree that this Lease shall act as a
         subordination agreement and shall automatically subordinate this Lease
         to any such mortgage, deed to secure or other security interest. Upon
         request of Landlord, Tenant shall execute and deliver any further
         instruments, acts, things or documents to evidence such subordination
         within ten (10) days after Landlord's request therefore; provided that
         the then existing mortgagee agrees to provide the Non-Disturbance
         Agreement contemplated herein.

14.      ESTOPPEL  STATEMENT. Within ten (10) days after Landlord's written
         request, Tenant shall promptly execute and deliver to Landlord a
         written statement confirming, to the extent that same is accurate, the
         following: (1) that this Lease is in full force and effect and has not
         been assigned, modified, supplemented or amended (except by such
         writings as shall be stated in Tenant's statement); (2) the
         commencement and termination dates of this Lease; (3) that all
         conditions under this Lease to be performed by Landlord have been
         satisfied (or any exceptions thereto); (4) that there are no defenses

                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       12
<PAGE>
         or offsets against the enforcement of this Lease by the Landlord, or
         stating those claimed by Tenant; (5) the amount of the then current
         monthly Base Rent and Additional Rent paid by Tenant; (6) the date to
         which Rent has been paid; (7) the amount of Security Deposit held by
         Landlord; and (8) such other information as may be reasonably requested
         by Landlord. Such statement shall be executed and delivered by Tenant
         from time to time as may be requested by Landlord. It is expressly
         understood that any such statement may be relied upon by Landlord and
         any prospective purchaser or lender. Tenant's failure to deliver such
         statement within the allotted time shall be conclusive upon Tenant that
         this Lease is in full force and effect without modification, except as
         may be represented by Landlord, and that there are no uncured defaults
         in Landlord's performance or other outstanding obligations of Landlord
         hereunder.

15.      ATTORNMENT. Tenant shall in the event of the sale or assignment of
         Landlord's interest in the Office Building, or in the event of any
         foreclosure of, or in the event of exercise of the power of sale under
         any mortgage made by Landlord covering the Premises, attorn to the
         purchaser and recognize such purchaser as Landlord under this Lease.

16.      DEFAULT.

         16.1 EVENTS OF DEFAULT BY TENANT. Each of the following occurrences
              shall constitute an Event of Default by Tenant under this Lease:

              16.1.1 Tenant's failure to pay the Rent, including Base Rent
                     and any Additional Rent, which default shall continue for
                     more than ten (10) days after written notice; provided,
                     however, that Landlord shall not be required to provide
                     Tenant with notice of default more than two (2) times
                     within any twelve (12) month period. Thereafter, Tenant
                     shall be in default under this Lease if it fails to pay the
                     Rent, including Base Rent and any Additional Rent, within
                     ten (10) days after the date when due hereunder, without
                     notice.

              16.1.2 Tenant vacates or abandons the Premises or ceases doing
                     business therein for a period of thirty (30) consecutive
                     days;

              16.1.3 The appointment of a receiver for all or substantially all
                     of Tenant's property,

              16.1.4 The voluntary filing by Tenant or any guarantor of any
                     petition in bankruptcy or other similar petition under
                     State law, the filing of any answer by Tenant or any
                     guarantor admitting to insolvency or to an inability to pay
                     its debts as they become due, or the filing of any
                     involuntary petition against Tenant or any guarantor that
                     is not dismissed within one hundred twenty (120) days;

              16.1.5 The dissolution or liquidation of Tenant;

              16.1.6 Any assignment or sublease of Tenant's interest
                     hereunder in violation of this Lease without the prior
                     written consent of Landlord;

              16.1.7 The breach by Tenant of any representations and warranties
                     set forth in this Lease;

              16.1.8 Tenant's  failure to keep and perform any other obligations
                     set forth in this Lease within thirty (30) days after
                     written notice from Landlord of its failure to do so;

         16.2 LANDLORD REMEDIES. Upon the occurrence of an Event of Default, and
              with appropriate judicial process, Landlord may, at its option,
              exercise any one or more of the following rights and remedies:


                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       13
<PAGE>
              16.2.1 Terminate this Lease, and all rights of Tenant hereunder,
                     by giving not less than three (3) days written notice of
                     termination, whereupon Landlord may re-enter upon and take
                     possession of the Premises;

              16.2.2 Take possession of the Premises without terminating
                     this Lease and rent the same for the account of Tenant
                     (which may be for a term extending beyond the Term of this
                     Lease) in which event Tenant covenants and agrees to pay
                     any deficiency after crediting it with the rent thereby
                     obtained less all repairs and expenses, including the costs
                     of remodeling and brokerage fees, and Tenant waives any
                     claim it may have to any rent obtained on such releting
                     which may be in excess of the Rent required to be paid
                     herein by Tenant;

              16.2.3 Accelerate the Tenant's obligation to pay Rent for the
                     remaining term of the Lease;

              16.2.4 Perform such obligation (other than payment of Rent)
                     on Tenant's behalf and charge the cost thereof, to Tenant
                     as Additional Rent; or

              16.2.5 Exercise any and all other rights granted to Landlord under
                     this Lease or by applicable law or in equity.

         16.3 RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies
              granted to Landlord may be exercised concurrently and shall be
              cumulative and in addition to any other rights and remedies as may
              be available to Landlord by law or in equity, and the exercise of
              one or more rights or remedies shall not impair Landlord's right
              to exercise any other right or remedy. The failure or forbearance
              of Landlord to enforce any right or remedy in connection with any
              default shall not be deemed a waiver of such default nor a consent
              to a continuation thereof, nor waiver of the same default at any
              subsequent date.

         16.4 ATTORNEY'S FEES. In the event of any litigation arising under
              this Lease, the prevailing party shall be entitled to recover
              reasonable attorney's fees and costs (including without
              limitation, all such fees, costs and expenses incident to
              pre-trial, trial, appellate, bankruptcy, post-judgment and
              alternative dispute resolution proceedings), incurred in that
              suit, action or proceeding, in addition to any other relief to
              which such party is entitled. Attorneys' fees shall include,
              without limitation, paralegal fees, investigative fees, expert
              witness fees, administrative costs and all other charges billed by
              the attorney to the prevailing party.

17.      ACCESS TO PREMISES. Landlord shall have the right to enter the Premises
         at all reasonable times, during normal business hours, to inspect or to
         exhibit the same to prospective purchasers, mortgagees, lessees, and
         tenants and to make such repairs, additions, alterations or
         improvements, as Landlord may deem desirable. Landlord shall provide
         Tenant with reasonable advance notice of any planned entry upon the
         Premises, and shall not interfere with the conduct of Tenant's business
         from the Premises. Landlord shall be allowed to take all material in,
         to and upon the Premises that may be required therefore without the
         same constituting an eviction of Tenant in whole or in part and the
         Rents reserved shall in no way abate while said work is in progress so
         long as the same does not interrupt Tenant's business. If Tenant shall
         not be personally present to permit an entry into the Premises when for
         any reason an entry therein shall be permissible, Landlord may enter
         the same (or in the event of emergency or to prevent waste, by the use
         of force) without rendering Landlord liable therefore and without in
         any manner affecting the obligations of this Lease. The provisions of
         this paragraph shall in no wise be construed to impose upon Landlord
         any obligation whatsoever for the maintenance or repair of the building
         or any part thereof except as otherwise herein specifically provided.


                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       14
<PAGE>

18.      SALE BY LANDLORD. In the event of any sale or other transfer of
         Landlord's interest in the Premises or the Office Building, other than
         a transfer for security purposes only, Landlord shall be automatically
         relieved of any and all obligations and liabilities on the part of
         Landlord occurring from and after the date of such transfer; provided,
         that the transferee shall assume all of the obligations of Landlord
         under this Lease and that Tenant's Security Deposit and any prepaid
         Rent shall be turned over to the transferee. It is intended hereby that
         the covenants and obligations contained in this Lease on the part of
         the Landlord shall be binding on Landlord only during its period of
         ownership of the Office Building. Tenant agrees to took solely to
         Landlord's estate and property in the Office Building (or the proceeds
         thereof) for the satisfaction of Tenant's remedies for the collection
         of a judgment or other judicial process requiring the payment of money
         by Landlord in the event of any default by Landlord hereunder, and no
         other property or assets of Landlord shall be subject to levy,
         execution, or other enforcement procedure for the satisfaction of
         Tenant's remedies under or with respect to this Lease, the relationship
         of Landlord and Tenant hereunder, or Tenant's use or occupancy of the
         Premises.

19.      END OF TERM. At the expiration of this Lease, Tenant shall surrender
         the Premises in the same condition as it was in upon the delivery of
         possession thereto under this Lease, reasonable wear and tear excepted,
         and shall deliver all keys to Landlord. Before surrendering the
         Premises, Tenant shall remove all its personal property. Tenant may,
         but shall not be obligated to, remove all trade fixtures, alterations,
         additions and decorations, and shall repair any damage caused thereby.
         Tenant's obligations to perform this provision shall survive the end of
         the Term of this Lease. If Tenant fails to remove its property which it
         is required to remove upon the expiration of this Lease, the said
         property, at Landlord's option, shall be deemed abandoned and shall
         become the property of Landlord.



                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       15
<PAGE>




20.      HOLDING OVER. Any holding over after the expiration of this Term or any
         renewal term shall, by lapse of time or otherwise, be construed to be a
         tenancy at sufferance and Tenant shall pay to Landlord an amount equal
         to two (2) times the Rent, including Base Rent and Additional Rent, for
         all of the time Tenant shall retain possession of the Premises or any
         part thereof. The provisions of this paragraph shall not operate as a
         waiver by the Landlord of any right of reentry herein provided, nor
         shall any act or receipt of money by Landlord in apparent affirmance of
         the holding over operate as a waiver of the right to terminate this
         Lease for any breach of covenant by the Tenant; nor shall any waiver by
         the Landlord of its right to terminate this Lease for any later breach
         of the same or another covenant.

21.      INABILITY TO PERFORM. The time for performance by either of the parties
         shall be extended by the number of days that their performance is
         delayed as a result of fire, hurricane, flood, inclement weather or
         other acts of God, governmental action or inaction, strikes, riot,
         civil disturbance, insurrection, unavailability of materials, acts or
         omissions of unaffiliated independent contractors or other causes
         beyond their reasonable control; provided that, the party claiming such
         delay notifies the other party in writing within five (5) days of the
         commencement of the condition preventing its performance and its intent
         to rely thereon to extend the time for its performance of this
         Agreement.

22.      RULES AND  REGULATIONS. Tenant shall observe faithfully and comply
         strictly with the Rules and Regulations adopted by Landlord from time
         to time for the safety, care, and cleanliness of the Office Building or
         the preservation of good order therein. Wherever the Rules and
         Regulations shall require the consent or approval of Landlord, Landlord
         shall not unreasonably withhold its consent or approval to any
         reasonable request of Tenant. Landlord shall not be liable to Tenant
         for any violation of the Rules and Regulations or for the breach of any
         covenant or condition in any Lease by any other tenant in the Office
         Building, but Landlord shall use commercially reasonable efforts to
         enforce the Rules and Regulations, including issuance of warning
         notices, but Landlord shall not be required to evict or file other
         legal actions against any other tenant. The Rules and Regulations
         currently prescribed by Landlord are attached hereto as Exhibit "D".
         Landlord reserves the right to reasonably amend the Rules and
         Regulations from time to time, which amendments shall become effective
         upon delivery of a copy of same to Tenant. Landlord grants to Tenant a
         variance from the Rules and Regulations to allow Tenant to operate food
         and beverage vending machines for Tenant's employees.

23.      HAZARDOUS  SUBSTANCES OR CONDITIONS. If Tenant's business requires the
         use of any hazardous or toxic substances, as defined by any state or
         federal law, Tenant shall so advise Landlord and shall obtain Landord's
         consent prior to bringing such substances onto the Premises. Tenant
         shall use, handle and dispose of any such substances in accordance with
         all applicable laws and permits, and shall, in no event, dispose of any
         such substances on or about the Premises. In no event shall Tenant keep
         or permit flammable, combustible or explosive substance nor any
         substance that would create or tend to create a dangerous or
         combustible condition on or about the Premises. Furthermore, Tenant
         shall not install electrical or other equipment that Landlord
         determines might cause impairment or interference with the provisions
         of services to the Office Building.

24.      CONTRACTOR'S  LIENS. Tenant shall have no authority to subject the
         Real Property, the Office Building or the Premises or any interest of
         Landlord therein to any contractor's or other liens. Should any
         contractor's or other liens be filed against the Real Property, the
         Office Building or the Premises or any interest of Landlord therein, by
         reason of Tenant's act or omissions or because of a claim against
         Tenant, Tenant shall cause the same to be canceled and discharged of
         record by bond or otherwise within ten (10) days after notice by
         Landlord. Tenant hereby indemnifies Landlord against, and shall keep
         the Premises and Office Building free from, any and all contractor's
         liens and other liens arising from any work performed, material
         furnished, or obligations incurred by Tenant in connection with the
         Premises or the Office Building, and agrees to obtain discharge of any
         lien which attached as a result of such work immediately after such
         liens attaches or payment for the labor or materials due.

                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       16
<PAGE>

25.      SECURITY  INTEREST. Landlord hereby waives any and all rights to a
         landlord's lien or other lien, whether statutory or otherwise, on any
         and all of Tenant's property located at the Premises during the Term of
         this Lease.

26.      WAIVER. Failure of Landlord to insist upon the strict  performance of
         any provisions or to exercise any option contained herein or
         enforce any rules and regulations shall not be construed as a waiver
         for the future of any such provision, rule or option. The receipt by
         Landlord of Rent with knowledge of the breach of any provision of this
         Lease shall not be deemed a waiver of such breach. No provision of this
         Lease shall be deemed to have been waived unless such waiver be in
         writing signed by Landlord. No payment by Tenant or receipt by Landlord
         of a lesser amount than the monthly Rent shall be deemed to be other
         than on account of the earliest Rent then unpaid nor shall any
         endorsement or statement on any check or any letter accompanying any
         check or payment as Rent be deemed an accord and satisfaction and
         Landlord may accept such check or payment without prejudice to
         Landlord's right to recover the balance of such rent or pursue any
         other remedy provided in this Lease or by law and no waiver by Landlord
         in respect to one tenant shall constitute a waiver in favor of any
         other tenant in the Office Building.

27.      NO ESTATE BY TENANT. This Lease shall create the relationship of lessor
         and lessee between Landlord and Tenant; no estate shall pass out of
         Landlord. Tenant's interest shall not be subject to levy or sale, and
         shall not be assignable by Tenant except as provided in Section 12
         hereof. Nothing contained in this Lease shall, or shall be deemed or
         construed so as to, create the relationship or principal-agent, joint
         venturers, co-adventurers, partners or co-tenants between Landlord and
         Tenant; it being the express intention of the parties that they are and
         shall remain independent contractors one as to the other.

28.      OTHER  TENANTS. Landlord does not warrant the continuous operation by
         any co-tenant in the Office Building. The cessation of operations by
         any co-tenant, pursuant to such Tenant's respective rights to vacate,
         shall not effect a right of termination in Tenant.

29.      REPRESENTATIONS  AND  WARRANTIES  OF TENANT. Tenant, and the individual
         executing this Lease on behalf of Tenant, hereby represents and
         warrants and to Landlord that: (a) Tenant is a corporation, duly
         organized and validly existing under the laws of the State of Nevada,
         and qualified with the Secretary of State of the State of Florida to
         transact business in the State of Florida; (b) Tenant has all necessary
         power and authority to enter into this Lease and has all necessary
         licenses to conduct its business for the uses contemplated hereunder;
         (c) Tenant has obtained any necessary approvals of Tenant's Board of
         Directors and shareholders to the execution and performance by Tenant
         of its obligations under this Lease; and (d) this Lease constitutes a
         binding and enforceable obligation of Tenant and does not conflict with
         any provision of Tenant's organizational documents or of any other
         lease or other agreement to which Tenant is a party or by which Tenant
         may be bound.

30.      BROKERS. Landlord and Tenant each represent and warrant to the other
         that it has not dealt with, consulted or contacted any real estate
         broker, agent, or finder in connection with or in bringing about the
         leasing of the property, other than Florida Fidelity Realty Advisors,
         Inc. and Grubb & Ellis/VIP-D'Alessandro. Landlord agrees to pay the
         brokers named herein per separate agreement. Each party hereby agrees
         to defend, indemnify and hold the other harmless of and from any and
         all expense, cost, damage, loss and liability arising out of a breach
         of the foregoing representations, warranties and covenants by the
         defaulting party.

31.      NOTICES. Any notice, demand, request or other instruments which may be
         or required to be given under this Lease shall be delivered in person
         or sent by United States Certified or Registered Mail, postage prepaid,
         and shall be addressed, as follows:

            If to Landlord:     Alanda, Ltd.
                                12800 University Drive, Suite 240

                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       17

<PAGE>
                                Ft. Myers, Florida 33907
                                Attention:  O.J. Buigas

            With a copy to:     Bolanos Truxton, P.A.
                                12800 University Drive, Suite 340
                                Ft. Myers, Florida 33907
                                Attention: Gregg S. Truxton

            If to Tenant:       FindWhat.com
                                12751 Westlinks Drive, Suite 3,
                                Ft. Myers, Florida 33919
                                Attention: Craig A. Pisaris-Henderson, President

            With a copy to:     Porter Wright Morris & Arthur
                                5801 Pelican Bay Blvd., Suite 300
                                Naples, Florida 34108-2709
                                Attention: Kevin Lottes

         Either party may designate such other address as shall be given by
written notice.

32.      MISCELLANEOUS.

         32.1 ENTIRE AGREEMENT. This Lease, together with any exhibits or
              addenda hereto, constitutes the entire agreement by and between
              parties hereto with respect to the subject matter hereof and
              supersedes all prior agreements, understandings, negotiations and
              discussions, both written and oral, by and between the parties
              hereto with respect to such subject matter. No representations,
              warranties or agreements have been made or, if made, have been
              relied upon by either party, except as specifically set forth
              herein. This Lease may not be amended or modified in any way
              except by a written instrument executed by each party hereto.

         32.2 BINDING EFFECT. All terms and provisions of this Agreement
              shall be binding upon, inure for the benefit of and be enforceable
              by and against the parties hereto and their respective personal or
              other legal representatives, heirs, successors and permitted
              assigns.

         32.3 HEADINGS. The article headings in this Lease are for
              convenient reference only and shall not have the effect of
              modifying or amending the expressed terms and provisions of this
              Lease, nor shall they be used in connection with the
              interpretation hereof.

         32.4 PRONOUNS; GENDER. All pronouns and any variations thereof shall be
              deemed to refer to the masculine, feminine, neuter, singular or
              plural as the identity of the personal liability or obligation
              with respect to same.

         32.5 TIME. Time shall be of the essence. Any reference herein to
              time periods of less than six (6) days shall in the computation
              thereof exclude Saturdays, Sundays and legal holidays, and any
              time period provided for herein which shall end on a Saturday,
              Sunday or legal holiday shall extend to 5:00 p.m. of the next full
              business day.

         32.6 SEVERABILITY. The invalidity of any provision of this Lease
              shall not affect the enforceability of the remaining provisions of
              this Lease or any part hereof. In the event that any provision of
              this Lease shall be declared invalid by a court of competent
              jurisdiction, the parties agree that such provision shall be
              construed, to the extent possible, in a manner which would render
              the provision valid and enforceable or, if the provision cannot
              reasonably be construed in a manner which would render the
              provision valid and enforceable, then this

                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       18

<PAGE>
                Lease shall be construed as if such provision had not been
                inserted.

         32.7   COUNTERPARTS. This Lease may be executed in any number of
                counterparts and by the separate parties hereto in separate
                counterparts, all of which shall be deemed to be an original and
                one and the same instrument.

         32.8   GOVERNING LAW, JURISDICTION AND VENUE. This Lease shall be
                governed by, and construed and interpreted in accordance with,
                the laws of the State of Florida without regard to principles of
                conflicts or choice of laws. Each of the parties irrevocably and
                unconditionally: (i) agrees that any suit, action or legal
                proceeding arising out of or relating to this Lease shall be
                brought in the courts of record of the State of Florida in Lee
                County; (ii) consents to the jurisdiction of each such court in
                any suit, action or proceeding; and (iii) waives any objection
                which it may have to the laying of venue of any such suit,
                action or proceeding in any of such courts.

         32.9   TRIAL BY JURY. The parties hereby waive any right they may
                have under any applicable law to a trial by jury with respect to
                any suit or legal action which may be commenced by or against
                the other concerning the interpretation, construction, validity,
                enforcement or performance of this Lease.

         32.10  RECORDING. Neither this Lease nor a Memorandum thereof shall be
                recorded in the Public Records of Lee County, Florida.

         32.11  RADON DISCLOSURE AND DISCLAIMER. The following notification is
                required by Florida law and is provided for your information:

                "Radon is a naturally occurring radioactive gas that, when it is
                accumulated in buildings in sufficient quantities, may present
                health risks to persons who are exposed to it over time. Levels
                of radon that exceed Federal and State guidelines have been
                found in buildings in Florida. Additional information regarding
                radon and radon testing may be obtained from your country public
                health unit."

                Landlord has not tested for Radon gas at the Property and
                therefore, makes no representation regarding the presence or
                absence of such gas. Tenant hereby waives any and all actions
                against Landlord related to the presence of such gas.

         32.12  EXHIBITS. Each of the Exhibits, as identified on the Index of
                Exhibits set forth below, are incorporated into and made a
                part of this Lease.

         32.13  ADDENDUM. Contemporaneously with the execution of this Lease,
                the parties have also entered into an Addendum to Lease, which
                is incorporated into and made a part of this Lease.


                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       19



<PAGE>

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

                                     LANDLORD:

                                     ALANDA, LTD., a Florida limited partnership
                                     By: Alanda Corp., a Florida corporation
                                             As general partner


Craig Strugh                         By:/s/ O.J. Buigas, President
----------------------------            ------------------------------
Charlie Moore                           O.J. Buigas, President
----------------------------
Witnesses


                                     TENANT:

                                     FindWhat.com,
                                     A Nevada Corporation

Dave Rae                             By: /s/ Craig A. Pisaris-Henderson
-----------------------------          --------------------------------
                                        Craig A. Pisaris-Henderson
Tony Gargano                            President
-----------------------------
Witnesses


                                                        -------- Tenant Initials
                                                      -------- Landlord Initials
                                       20





<PAGE>
                               COLONIAL BANK PLAZA
                      AT SUMMERLIN CENTER PROFESSIONAL PARK
                                ADDENDUM TO LEASE


         This Addendum to Lease is made as of the 31st day of January, 2002,
by and between ALANDA, LTD., a Florida limited partnership ("Landlord"), and
Findwhat.com, a Nevada corporation authorized to transact business in the State
of Florida ("Tenant").

                              PRELIMINARY STATEMENT

         Landlord and Tenant have, on this date, entered into an Office Building
Lease (referred to herein as the "Lease"), pursuant to the terms of which
Landlord has agreed to lease to Tenant, and Tenant has agreed to lease from
Landlord certain Premises consisting of approximately 32,820 rentable sq. ft. of
space located on the 3rd, 4th and 5th floors of the Office Building known as
Colonial Bank Plaza at Summerlin Center Professional Park, to be constructed by
Landlord in Ft. Myers, Florida.

         The parties have further agreed, as follows:

          1.   PRELIMINARY STATEMENT. The Preliminary Statement is true and
               correct and, by this reference, is incorporated into and made a
               part of this Addendum to Lease.

          2.   DEFINED TERMS. Unless otherwise defined herein, all terms shall
               have the meanings set forth in the Lease.

          3.   COMPLETION GUARANTY. Landlord shall complete the Premises,
               including the Initial Tenant Improvements, by no later than
               November 30, 2002, subject only to delays that may be caused by
               Tenant. In the event that Landlord does not timely complete the
               Premises, then Landlord shall pay, as liquidated damages for the
               delay, the holdover rent and any other sums, including additional
               rent, that Tenant is required to pay under the terms of Tenant's
               lease for Tenant's then current premises at 12751 Westlinks
               Drive, Ft. Myers, Florida, commencing December 1, 2002, until
               such time as the Premises have been completed. Alternatively,
               Landlord may provide Tenant with suitable alternative space,
               reasonably acceptable to Tenant, until such time as the Premises
               have been completed. In the event that the Premises, including
               the Initial Tenant Improvements, have not been completed by March
               31, 2003, then Tenant may terminate the Lease, whereupon the
               parties shall be released from any further liability or
               obligations under the Lease.


                                      1
<PAGE>



          4.   RIGHT OF FIRST OFFER.

               (a)  If, at any time after the Commencement Date of the Lease,
                    any additional space (the "Additional Space") within the
                    Office Building shall become vacant and available for
                    leasing to the general public, Landlord shall first offer
                    the Additional Space to Tenant by delivering written notice
                    to Tenant of the availability of the Additional Space.
                    Tenant shall have ten (10) days after receipt of Landlord's
                    notice within which to elect to lease the Additional Space
                    at the same rental rate in effect for the Premises, based
                    upon the then current average rental rate in effect, and on
                    the same terms and conditions as set forth in the Lease,
                    except that the term of the lease for the Additional Space
                    shall expire contemporaneously with the expiration of the
                    term of the Lease for the Premises. Further, Landlord shall
                    have no obligation to construct any leasehold improvements
                    on behalf of Tenant, and Tenant shall accept the Additional
                    Space in its then current condition. Upon delivery of the
                    Additional Space, the Lease shall be automatically amended
                    to include the Additional Space, and each party shall, at
                    the request of the other party, execute and deliver an
                    amendment to the Lease to confirm the inclusion of the
                    Additional Space.

               (b)  In the event that Tenant does not timely elect to lease the
                    Additional Space, then Landlord shall be free to offer the
                    Additional Space for lease to any third party at a rental
                    rate (after taking into account any rent or other lease
                    concessions) no less than that offered to Tenant, without
                    regard to the right of first offer granted to Tenant
                    hereunder; provided, however, that Tenant shall retain the
                    right of first offer for any other space within the Office
                    Building that may subsequently become available during the
                    term of the Lease. Nothing herein shall require Landlord to
                    deny to any tenant the right to renew or extend its lease at
                    the expiration of the term thereof. Further, the right of
                    first offer set forth herein shall not apply during the last
                    twenty-four (24) months of the Lease Term or if Tenant has,
                    at any time, exercised either the early termination option
                    set forth in Section 5 of this Addendum to Lease or the
                    relocation option set forth in Section 6 of this Addendum to
                    Lease.

          5.   EARLY TERMINATION.

               (a)  Within sixty (60) days after the occurrence of a Triggering
                    Event, as defined below, Tenant shall have the right to
                    terminate the Lease as to all or any portion of the
                    Premises, upon delivery of not less than sixty (60) days
                    notice (the "Early Termination Date"), and thereby be
                    released from any further obligation thereunder, upon
                    payment to

                                      2
<PAGE>

                    Landlord of an Early Termination Payment in an
                    amount equal to the lesser of:

                    (1)  One-half (1/2) of the remaining Rent (including Base
                         Rent and CAM) for the remaining term of the Lease for
                         the portion of the Premises to be surrendered to
                         Landlord; or

                    (2)  The sum of: (i) Rent (including Base Rent and CAM) for
                         the twenty-four (24) months following the Early
                         Termination Date for the portion of the Premises to be
                         surrendered to Landlord, and (ii) Landlord's actual
                         cost of the Initial Tenant Improvements (but not to
                         exceed $490,000), or if Tenant has returned less than
                         all of the Premises to Landlord, then such prorated
                         portion of the cost of the Initial Tenant Improvements
                         (up to a maximum total cost of the Initial Tenant
                         Improvements of $490,000) attributable to the portion
                         of the Premises to be surrendered to Landlord.

               (b)  The Early Termination Payment shall be due and payable as a
                    single lump sum payment on or before the Early Termination
                    Date. Provided that Tenant leaves all or that portion of the
                    Premises for which Tenant has elected to terminate the Lease
                    in good condition, normal wear and tear excepted, and except
                    in the event of a partial termination, the security deposit
                    shall be returned to Tenant in accordance with the terms of
                    the Lease.

               (c)  For purposes of this section, the term "Triggering Event"
                    shall mean any one or more of the following events: (i) a
                    bona fide sale of a majority of the voting common stock of
                    the Tenant in a single transaction; (ii) a bona fide sale of
                    substantially all of the assets of the Tenant in a single
                    transaction; (iii) the merger or consolidation of Tenant
                    with another business entity resulting in a change of
                    majority ownership; or (iv) the relocation by Tenant of all
                    or a portion of its business operations to a geographic
                    location other than Lee, Collier, Sarasota or Charlotte
                    Counties, Florida.

               (d)  In the event that Tenant terminates the Lease as to less
                    than all of the Premises, the Base Rent shall be adjusted by
                    an amount equal to the portion of the Base Rent attributable
                    to the portion of the Premises returned to Landlord, with a
                    corresponding adjustment in Tenant's Pro Rata Share of the
                    Common Area Maintenance Expenses. In the event that Tenant
                    terminates the Lease as to less than an entire floor, the
                    portion of the Premises returned to Landlord shall consist
                    of at least 5,000 sq. ft of contiguous space with adequate
                    access to the common areas. Further, Tenant


                                      3
<PAGE>

                    may terminate the Lease as to less than all of the Premises,
                    no more than three (3) times during the term of the Lease.

          6.   RELOCATION OPTION.

               (a)  Tenant shall have the option, exercisable by delivery of
                    written notice to Landlord of relocating from all or any
                    portion of the 3rd and 4th floors of the Office Building to
                    alternative space (the "Alternative Space"), at a lower
                    rental rate, as follows:

                    (1)  at any time during the first three (3) Lease Years,
                         within a building(s) to be constructed by Landlord
                         within the Summerlin Center Professional Park; or

                    (2)  at any time during the term of the Lease, within a
                         building to be constructed by Landlord within a five
                         (5) mile radius of the Premises.

                    The Alternative Space shall be of comparable or greater
                    square footage as the vacated space, and each party's
                    obligation hereunder shall be subject to the ability of the
                    parties to reach final agreement on the plans and
                    specifications for the Alternative Space. Tenant's notice
                    shall identify the portion of the Premises to be surrendered
                    to Landlord and shall identify any special needs that Tenant
                    may have for the Alternative Space.

               (b)  The Base Rent for the Alternative Space shall be calculated
                    based upon the market rental rate for comparable space
                    within the general vicinity of the Office Building (the
                    "Market Rate"). In the event that the parties are unable to
                    reach agreement on the Base Rent for the Alternative Space,
                    then, at the request of either party, Landlord and Tenant
                    shall mutually select an independent MAI appraiser to
                    determine the Market Rate. If the parties are unable to
                    agree upon a single appraiser, then they shall each select
                    one appraiser, and the two (2) appraisers shall select a
                    third appraiser to determine the Market Rate. Any appraisal
                    costs shall be borne equally by the parties.

               (c)  Upon delivery of the Alternative Space, Tenant shall have a
                    period of thirty (30) days to vacate the portion of the
                    Premises to be surrendered to Landlord, at which time the
                    Base Rent shall be reduced by an amount equal to the portion
                    of the Base Rent attributable to the portion of the Premises
                    returned to Landlord and increased by the Base Rent
                    attributable to the Alternative Space, with a corresponding
                    adjustment in Tenant's Pro Rata Share of the Common Area
                    Maintenance Expenses. Upon delivery of the

                                      4
<PAGE>


                    Alternative Space to Tenant, each party shall, at the
                    request of the other party, execute and deliver an amendment
                    to the Lease to confirm the exclusion of the portion of the
                    Premises vacated by Tenant and the inclusion of the
                    Alternative Space.

               (d)  In the event that Tenant relocates less than an entire
                    floor, the portion of the Premises returned to Landlord
                    shall consist of at least 5,000 sq. ft. of contiguous space
                    with adequate access to the common areas. If Landlord is not
                    able to provide Tenant with Alternative Space within twelve
                    (12) months after the receipt of notice from Tenant, then
                    Tenant shall have the right to terminate this Lease as to
                    that portion of the Premises for which Tenant has requested
                    Alternative Space.

          7.   EXPANSION SPACE.

               (a)  In the event that Tenant shall, at any time during the first
                    three (3) Lease years, determine that Tenant will require
                    any additional space, but in no event less than 5,000 sq.
                    ft. and in no event more than 30,000 sq. ft. (the "Expansion
                    Space"), then Tenant shall so notify Landlord. Tenant's
                    notice shall identify the amount of Expansion Space required
                    by Tenant and shall identify any special needs that Tenant
                    may have for the Expansion Space. Upon receipt of Tenant's
                    notice, Landlord shall endeavor to provide Tenant with
                    suitable Expansion Space, reasonably acceptable to Tenant,
                    within the Office Building or, within a building(s) to be
                    constructed by Landlord within the Summerlin Center
                    Professional Park.

               (b)  The Base Rent for the Expansion Space shall be calculated
                    based upon the market rental rate for comparable space
                    within the general vicinity of the Expansion Space (the
                    "Market Rate"). In the event that the parties are unable to
                    reach agreement on the Base Rent for the Expansion Space,
                    then, at the request of either party, Landlord and Tenant
                    shall mutually select an independent MAI appraiser to
                    determine the Market Rate. If the parties are unable to
                    agree upon a single appraiser, then they shall each select
                    one appraiser, and the two (2) appraisers shall select a
                    third appraiser to determine the Market Rate. Any appraisal
                    costs shall be borne equally by the parties.

               (c)  Upon delivery of the Expansion Space to Tenant, the Lease
                    shall be automatically amended to include the Expansion
                    Space, and each party shall, at the request of the other
                    party, execute and deliver an amendment to the Lease to
                    confirm the inclusion of the Expansion Space. Alternatively,
                    Tenant shall, at the request of Landlord


                                      5
<PAGE>

                    execute a separate lease for the Expansion Space containing
                    terms and conditions substantially the same as the Lease.

               (d)  If Landlord is not able to provide Tenant with the Expansion
                    Space, within the Office Building or within Summerlin Center
                    Professional Park, within twelve (12) months after the
                    receipt of notice from Tenant, then Tenant shall have the
                    right, exercisable within sixty (60) days thereafter, to
                    notify Landlord of its election to seek alternative space to
                    satisfy its requirements for the Expansion Space and/or to
                    terminate this Lease. In the event that Tenant elects to
                    terminate the Lease, then Tenant shall return the Premises
                    to Landlord in the condition required by the Lease, within
                    ninety (90) days after delivery of Tenant's notice. Provided
                    that Tenant returns the Premises to Landlord in the
                    condition required by the Lease, Tenant shall be entitled to
                    the return of its security deposit and shall be discharged
                    from any further obligation under the Lease from and after
                    the termination date.

               (e)  To the extent that Landlord has provided Tenant with
                    Expansion Space under this Section 7, Landlord shall be
                    relieved of its obligation to provide Tenant with
                    Alternative Space pursuant to Section 6. Conversely, to the
                    extent that Tenant has exercised its right to relocate to
                    Alternative Space pursuant to Section 6, Landlord shall be
                    relieved of its obligation to provide Tenant with Expansion
                    Space pursuant to this Section 7.

          8.   ABSENCE OF DEFAULT. Upon the occurrence of any Event of Default
               by Tenant under the terms of the Lease, which has not been cured
               within any applicable grace or notice provisions, the rights
               granted to Tenant under the provisions of Sections 4, 5, 6 and 7
               of this Addendum shall automatically terminate and be of no
               further force and effect.

          9.   TIME TO PERFORM. All time periods set forth in this Addendum
               shall be subject to the provisions of Section 21 of the Lease.

          10.  PRESS RELEASE. Landlord and Tenant shall agree upon a mutual
               press release to be issued upon the execution of the Lease.

          11.  RATIFICATION. All other terms of the Lease are hereby ratified
               and confirmed In the event of any inconsistencies between the
               terms of this Addendum and the terms of the Lease, the terms of
               this Addendum shall control.


                                      6
<PAGE>



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

                                            ALANDA, LTD.,
                                            a Florida limited partnership
                                            By: Alanda Corp., a Florida
                                            corporation, as general partner



Craig Strugh                                By: /s/ OJ Buigas
-----------------------------------            ---------------------------------
                                               OJ Buigas, President
Charlie Moore
----------------------------------



                                            FindWhat.com,
                                            A Nevada Corporation

Craig Strugh                               By: /s/ Craig A. Pisaris-Henderson
-----------------------------------           ---------------------------------
                                              Craig A. Pisaris-Henderson
Tony Gargaro                                   President
----------------------------------


                                      7