MERIDIAN USA HOLDINGS INC
10QSB, EX-10.6, 2000-11-02
SUGAR & CONFECTIONERY PRODUCTS
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                              D & H BUILDING LEASE

         THIS LEASE is made between,  D & H Partnership,  ("LANDLORD"),  and the
following tenant:

        1.  Tenant's Name (hereinafter "TENANT")

            MERIDIAN USA HOLDINGS, INC.

        2.  Date of this Lease.  November 1, 2000.

        3.  Space Being Rented.  1356   NW  2nd  Ave., Boca  Raton,  FL   33432,
            (hereinafter "Rental Space").

        4.  Commencement Date of Lease.  November 1, 2000.

        5.  Term of Lease in Years.  FIVE (5) YEARS.

        6.  Base Annual Rental.  Base Annual  Rental (not including sales tax --
            See Section 8).

First Year:    $59,500.00 annually, payable $4,958.33 per month, plus applicable
               sales tax.
Second Year:   $61,285.00 annually, payable $5,107.08 per month, plus applicable
               sales tax.
Third Year:    $63,123.55 annually, payable $5,260.30 per month, plus applicable
               sales tax.
Fourth Year:   $66,910.97 annually, payable $5,575.91 per month, plus applicable
               sales tax.
Fifth Year:    $68,918.30 annually, payable $5,743.19 per month, plus applicable
               sales tax.

        7.  Sales Tax.  In addition to all rent, TENANT will  pay the applicable
            sales tax, which is presently at the rate of 6%.

        8.  Designated use of premises.  General Office Space.

        9.  Name of personal guarantor(s) of Lease:  NONE.

        10. Security Deposit Amount. $4,958.33.

Tenant shall also pay the first and last month's  rent upon signing the lease in
the amount of:

First month:      $4,958.33 + $297.50 sales tax = $5,255.83
Last month:       $5,743.19 + $344.59 sales tax = $6,087.78
                                                  ---------
TOTAL:                                           $11,343.61
                                                  ---------

        11. Payment to  Lanlord.  All  payments  to  LANDLORD,  unless otherwise
specified, will be paid without set-off or credit on the first day of each month
in advance without demand at the mailing  address of LANDLORD,  P.O. Box 740453,
Boynton  Beach,  FL 33474-0453 or at such other place or to such other person as
the  LANDLORD may from time to time  designate in writing.  It shall be TENANT's
duty to calculate and pay any base rent increases without notice from LANDLORD.
<PAGE>

        12. Utilities:  TENANT will pay for its own electric  service, water and
            sewer.

        13. Restriction of Use.  TENANT  shall  not use the premises or any part
thereof, nor permit the  same,  or  any  part  thereof, to be used for any other
purpose than as above stipulated.

        14. Alterations and Improvements.  TENANT shall not make any alterations
to the rental space,  or any additions  thereto,  without the written consent of
the  LANDLORD.  All  additions,  fixtures or  improvements  which may be made by
TENANT,  except  movable  office  furniture,  shall  become the  property of the
LANDLORD and remain upon the rental space as a part thereof,  and be surrendered
with the rental space at the termination of the Lease.

        15. Non-assignability.  TENANT  shall  not assign this Lease or sublease
any part of the rental  space  without the prior  written  consent of  LANDLORD,
which will not be unreasonably withheld.

        16. Compliance  with  Laws and Rules.  LANDLORD shall be responsible for
the cost of compliance  with the  Americans  with  Disabilities  Act of 1990 and
regulations  promulgated  thereunder.  TENANT  will also  comply  with  rules as
LANDLORD may make for D & H Partnership,  from time to time,  provided that such
rules will not contradict any of TENANT's rights under this Lease.

        17. Fire or Other Casualty.  In  the  event  the  rental  space shall be
destroyed or so damaged or injured by fire or other casualty  during the life to
his  agreement,  whereby  the same  shall  be  rendered  untenantable,  then the
LANDLORD  shall have the right,  but not the  obligation,  to render said rental
space  tenantable by repairs within one hundred twenty (120) days therefrom.  If
said rental  space is not  rendered  tenantable  within  said time,  it shall be
optional  with either party hereto to cancel this Lease in writing via Certified
Mail,  prior to the rental  space  being  rendered  tenantable.  In the event of
untenantability  by such casualty which is not caused or materially  contributed
to by TENANT, TENANT's rent shall abate for the period of untenantability.

        18.  Default.  If TENANT should (a) fail  to pay any sum of money herein
required to be paid by the TENANT to LANDLORD for a period of five (5) days from
the date the said sums of money  become due; (b) default in the  performance  of
any of the other  covenants  incumbent  upon the  TENANT in this  lease and such
default shall  continue for a period of thirty (30) days after written notice is
given by LANDLORD to TENANT (provided LANDLORD will not have to give notice if a
violation  is repeated  within one (1) year after the giving of a notice),  then
LANDLORD shall have the following rights, options and privileges, along with any
other  remedies  available at law or in equity which shall be cumulative and not
exclusive each unto the other:

                (A) To accelerate the maturity of all monies due to LANDLORD for
the balance of the term, requiring it to be immediately due and payable, without
notice. For purposes of calculating future amounts due, which are uncertain,  an
increase factor of 3% per year will be used.

                (B) In the  event of a  termination,  the  TENANT shall  have no
claim  against  LANDLORD  by reason  of rent  paid,  but only in the event  that
termination  is due to a reason other than  nonpayment of the rent claimed to be
paid. The commencement of an eviction action, will constitute the termination of
Tenant's  possessory and other rights under this Lease, or otherwise,  reserving
unto  LANDLORD  all  recovery  for rent and  other  damages  which may be due to
LANDLORD.
<PAGE>

                 In the event of such a  termination, the TENTANT  shall have no
claim  whatsoever  against the LANLORD by reason of  improvements  made upon the
rental space, rent paid, or from any other cause  whatsoever.  TENANT waives the
statutory 3-day notice under Florida Statutes,  ss.83.20(2) or successor statute
and agrees that LANDLORD may have summary  eviction  under  Chapter 51,  Florida
Statutes,  or other  remedy,  without such 3-day  notice being a  pre-condition.
TENANT agrees that if LANDLORD  does give a 3-day notice,  it is a courtesy only
and that no deficiency in the content, delivery or deadline of such 3-day notice
will be a defense to eviction.

        19.  Landlord's Expenses upon Default.  In the event the LANDLORD incurs
any expenses,  including  attorney's fees: i) in collecting any sum of money due
under this Lease;  ii) in evicting  TENANT;  iii) in enforcing any of LANDLORD's
rights under this Lease; or iv) because of any non-compliance with this Lease by
TENANT,  TENANT  will owe to and  reimburse  LANDLORD  for all of such  expenses
incurred, including attorney's fees prior to and during litigation, if any.

        20. Holding Over. If TENANT retains  possession  of the rental space, or
any part  thereof,  beyond the end of the term,  TENANT  shall pay to  LANDLORD,
without  notice or demand,  an amount  equal to double the monthly  rent for the
time TENANT thus remains in possession.  In addition  thereto,  TENANT shall pay
LANDLORD for all damages,  consequential as well as direct,  sustained by reason
of TENANT's retention of possession.  The provisions of this paragraph shall not
limit or in any way impair or waive  LANDLORD's  right to  possession,  right of
re-entry, or any other right or remedy given hereunder or pursuant to law.

        21.  Landlord's  Lien.  TENANT hereby  pledges and conveys to LANDLORD a
security interest "(Landlord's Lien") in all of TENANT'S furniture, furnishings,
goods,  chattels and fixtures of every nature,  kind and description  whatsoever
situated  upon the rental space as  collateral  security for the full and prompt
payment of monthly rent as and when due and the full and faithful performance of
TENANT's  covenants  herein  contained.  TENANT also agrees that this Landlord's
Lien may be enforced by distress sale, foreclosure,  or by any other method, and
that any and all costs incurred by LANDLORD in  enforcement  of this  Landlord's
Lien may shall be payable to  LANDLORD  by TENANT.  TENANT  stipulates  that the
value of the personal  property TENANT locates in the premises will be $3,500.00
for purposes of what amount  LANDLORD  will need to post as a distress bond if a
distress remedy is pursued.

        22. Late  Charges  and  Bad  Checks. If  TENANT  shall  pay  its rent or
additional  rent after the fifth (5th) day of the calendar  month for which said
payment is due,  TENANT  shall,  in  addition,  pay a late charge  equal to five
percent  (5%) of the amount not timely  paid.  Payment of a late charge does not
serve to waive a default unless  LANDLORD so elects.  If TENANT shall pay with a
check or bank draft which is returned unpaid or uncollected, TENANT shall pay to
LANDLORD,  in  addition  to the  total  amount  due and to any  late  charge,  a
Twenty-Eight  Dollar ($28.00)  processing fee for each such check or bank draft.
In the event that two or more of  TENANT's  checks or bank  drafts are  returned
unpaid or uncollected during the term,  LANDLORD may require,  as a condition of
TENANT continuing its tenancy hereunder, that all subsequent payments of monthly
rent be in the form of cash, cashier's checks or money orders.
<PAGE>

        23.  Landlord's  Inspection of Premises,  etc.  LANDLORD,  or any of its
agents,  shall have the right to enter the rental  space  during all  reasonable
hours, to examine the same and to make such repairs, additions or alterations as
may be deemed necessary for the safety,  comfort, or preservation thereof, or of
said building,  or the exhibit of the rental space. The LANDLORD may also put or
keep upon the doors or windows  thereof a notice  "FOR RENT" at any time  within
thirty  (3) days  before  expiration  of this  Lease.  The right of entry  shall
likewise  exist  for  the  purpose  of  removing  placards,   signs,   fixtures,
alterations,  or additions,  which do not conform to this  agreement,  or to the
rules and regulations of the building.

        24.  Acceptance of Condition of Rental Space. TENANT hereby  accepts the
rental space in the condition it is in at the beginning of this lease and agrees
to maintain  said premises in the same  condition,  order and repair as it is at
the  commencement  of said term excepting only  reasonable wear and tear arising
from the use thereof  under this  agreement,  and to make good to said  LANDLORD
immediately upon demand,  any damage to water  apparatus,  or electric lights or
any  fixture,  appliances  and  appurtenances  on said rental  space,  or on the
building, caused by any act or neglect of TENANT, or of any person or persons in
the employ or under the control of the TENANT.

        25.  Non-liability  of Landlord for Certain Occurrences.  LANDLORD shall
not be liable for any  damage or injury to TENANT,  to  TENANT'S  employees  and
invitees,  to the rental space, or to anything  therein from water, the bursting
or leaking of water pipes, wind, or the elements or because of the action of any
other tenant or any person not under the direct  control of LANDLORD,  or from a
failure of LANDLORD to perform any of LANDLORD's  duties hereunder unless TENANT
has given  written  notice of such  alleged  LANDLORD's  failure to LANDLORD and
LANDLORD has failed to take reasonable action to cure the failure. TENANT agrees
that it will  obtain  business  interruption  insurance,  and  that no  claim or
alleged claim for damages against  LANDLORD will be the basis for any set-off or
credit against rent.  The  replacement of any plate glass damaged or broken from
any cause  whatsoever  in and about the leased  premises  shall be the  TENANT's
responsibility.  If this Lease is the renewal or  extension  of a prior lease or
prior occupancy by TENANT,  TENANT  acknowledges that LANDLORD has fulfilled all
of LANDLORD's obligations under such prior Lease or occupancy.  TENANT generally
releases  LANDLORD  from all  matters in any way  pertaining  to the time period
prior to the date TENANT signs this Lease.

        26. Time of Essence. Except where otherwise specifically stated, time is
of the essence of this Lease and all terms and conditions herein.

        27. Notice. Written notice mailed or delivered to the rental space shall
constitute  sufficient  notice  to the  TENANT  and  written  notice  mailed  or
delivered to the office of the LANDLORD,  as such office may be designated  from
time to time, shall constitute sufficient notice to the LANDLORD.

        28. Signage and Display. TENANT will be responsible for its own signage.
Any signage must be specifically approved by LANDLORD in writing and TENANT will
be  responsible  for  removing  such signage and  restoring  the location of the
signage  at the  conclusion  of the  Lease.  TENANT's  window  displays  will be
customary  for centers of this type.  TENANT will not place any  merchandise  or
displays in the common areas or outside of the Rental Space.
<PAGE>

        29. Air  Conditioning.  LANDLORD  shall  deliver  to  the  TENANT an air
conditioning  system in good repair and working order. TENANT is required to pay
all air conditioning repairs and replacements. TENANT shall enter into an annual
air conditioning  preventative  maintenance agreement and will provide a copy of
such maintenance agreement to LANDLORD.  The maintenance agreement shall provide
that the company (i)  regularly  services  the air  conditioning  unit(s) on the
premises,  changing belts,  filters, and other parts as required,  (ii) performs
emergency repairs on the air conditioning unit(s).

        30. Security Deposit. TENANT has provided the security deposit set forth
on the first page hereof as security  for payment of monies due provided in this
Lease  and the  performance  of all the  TENANT's  covenants  contained  herein.
LANDLORD  will not be obligated to hold the security  deposit in any  segregated
fund,  and TENANT will not be entitled  to  interest  on the  security  deposit.
Should the TENANT fail to pay the rent or any other sums owed LANDLORD when due,
the LANDLORD is authorized to take the sum out of the deposit,  but that payment
shall not cure  TENANT's  default in failing to make payment as provided in this
Lease.  Upon the  expiration of this Lease or its prior  termination  through no
default of TENANT,  provided all sums lawfully due the LANDLORD  under the Lease
have  been paid and all of  TENANT's  obligations  under  this  Lease  have been
complied with, the deposit shall be returned to TENANT.

        31.  Tenant's  Indemnification   and Insurance.  TENANT shall  indemnify
and save  harmless  the  LANDLORD  from and against  any and all claims,  suits,
actions, damages and causes of action arising during the term of this Lease, for
any personal injury,  loss of life and damages to property  sustained;  i) in or
about the interior of the rental  space;  ii) to the  improvements  and personal
property placed  therein;  or iii) by employees or visitors going to or from the
rental  space,  and from and  against  all  cost,  counsel  fees,  expenses  and
liabilities  incurred in and about any such claim, the investigation  thereof or
the defense of any action, or proceeding  brought thereon,  and from and against
any orders, judgments and decrees, which may be entered therein. The TENANT will
carry Plate Glass insurance, as well as Owners,  Landlords and Tenants Liability
Insurance to indemnify LANDLORD against claims for injuries or damages occurring
on the  demised  premises  in the  sum of  $1,000,000.00  for  one  person,  and
$2,000,000.00  for more than one  person in any  single  accident,  in a company
satisfactory to the LANDLORD; same to be in force and effect at all times during
the term of this  Lease and which is to name  LANDLORD  as  additional  insured.
TENANT  shall  furnish  unto  LANDLORD  a  certificate  of  insurance  or  other
acceptable evidence that such insurance is in force and effect and that premiums
have been paid by TENANT prior to the due date of same.

        32. Tenant's  Deliveries.  TENANT  agrees  that in receiving or removing
inventory,   equipment,  fixtures,  furniture,  goods  or  merchandise,  and  in
disposing of garbage,  refuse, trash, etc., the same shall be done in accordance
with rules and regulations  established by LANDLORD and the use of service-ways,
corridors and areas designated for such purposes shall be adhered to.

        33. Parking.  TENANT  agrees  that  all parking areas in direct front of
building and five  additional  parking  areas to the north side of the building,
those  area  curbs  painted  white,  shall be for the  sole  use of the  TENANT.
Facilities  furnished by LANDLORD in or near the leased premises,  including but
not limited to customer and client  parking  areas and tenant  parking areas and
general parking areas, sidewalk, landscaped areas, and similar facilities, shall
at all times be under the exclusive control and management of LANDLORD. LANDLORD
shall  be  responsible   for   maintaining  the  parking  area  and  facilities,
surrounding  shrubbery and landscaping.  LANDLORD shall have the right from time
to time to establish,  modify and enforce  reasonable  rules with respect to all
such facilities and areas. Such rules and regulations may require TENANT and all
of  TENANT's  officers,  servants,  employees,  customers,  and  agents  to park
vehicles in specified  parking  spaces.  LANDLORD  shall have the right to, from
time to time, change the area, level,  location and arrangement of parking areas
and other  facilities;  to close  temporarily  all or a portion of said areas or
facilities  for necessary  repairs and  maintenance;  and to do and perform such
other acts in and to said areas and facilities as,  LANDLORD shall  determine to
be advisable.
<PAGE>

        34.  Non-waiver,  etc..  The rights  of  the  LANDLORD  under this Lease
shall be  cumulative,  and  failure  on the  part of the  LANDLORD  to  exercise
promptly any rights given  hereunder  shall not operate to forfeit nor waive any
of  the  said  rights.  Failure  of the  LANDLORD  to  insist  upon  the  strict
performance of any of the conditions,  covenants and agreements of this lease in
any one or more instances,  shall not be construed as a waiver or relinquishment
in the future of any such covenants,  conditions or agreements. TENANT covenants
that no  surrender  of the rental  space or of the  remainder of the term herein
shall waive LANDLORD's right to be paid for remaining term unless such surrender
is accepted by LANDLORD in writing  stating such waiver.  The LANDLORD  shall be
under no duty to  relet  the  rental  space in the  event of an  abandonment  or
surrender  or attempted  surrender  of the rental space by the TENANT.  Upon the
TENANT's   abandonment   or  surrender  or  attempted   surrender  or  attempted
abandonment  of the rental  space,  the LANDLORD  shall have the right to retake
possession  of the  rental  space  or any part  thereof  and  such  retaking  or
possession  shall not  constitute an acceptance of the TENANT's  abandonment  or
surrender thereof.

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

        36.  Eminent  Domain  Awards.  LANDLORD will be entitled  to any  awards
for  condemnation or eminent domain related to a taking of all or any portion of
the building or rental space,  reserving unto TENANT any business  damages claim
which TENANT may have against the condemning authority. If the taking results in
the premises being untenantable, the Lease and any options will be canceled upon
such taking and cessation of TENANT's possession of the rental space.

        37. Landlord's Covenant of Quiet Enjoyment.  LANDLORD  covenants that if
and so long as TENANT pays the rent and additional  rent reserved by this Lease,
and  performs  and  observes  all  of  the  covenants,   conditions,  rules  and
regulations  hereof,  TENANT shall quietly enjoy the demised  premises,  subject
however, to the terms of this Lease, and further subject to the reservation that
during any occurrence of natural disaster,  civic  disturbance,  or in any other
cause that  creates a necessary  for the LANDLORD to take action to board up the
building  and/or  keep people out of the  building  in order to protect  life or
property, either pursuant to the direction of civil authorities,  or arising out
of the  LANDLORD's  duty to  protect  the  property,  TENANT's  right  of  quiet
enjoyment  becomes  subordinate  to the  LANDLORD's  duty to  protect  life  and
property during the continuation of such emergency.
<PAGE>

        38. Construction Liens Not Authorized. The  interest  of  the   LANDLORD
shall not be subject to liens for  improvements  made by the TENANT.  Nothing in
this Lease  empowers  or shall ever be  construed  as  empowering  the TENANT to
encumber  or cause to be  encumbered  the title or  interest  of LANDLORD in the
rental  space in any manner  whatsoever.  In the event that  regardless  of this
prohibition  any  person,  furnishing  or claiming  to have  furnished  labor or
materials at the request of the TENANT or of any person  claiming by, through or
under the TENANT shall file a lien against LANDLORD's interest therein,  TENANT,
within thirty (30) days after being notified  thereof,  shall cause said lien to
be satisfied of record or otherwise cause the premises to be released  therefrom
by the posting of a bond or other  security as prescribed by law, or shall cause
same to be  discharged  as a lien  against  LANDLORD's  interest  in the demised
premises by an order of a court having jurisdiction to discharge such lien.

        39. Radon Gas Notification. The following notice  is  required  by  Fla.
Stat.  404.056(8):  Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks
to persons who are exposed to it over time.  Levels of radon that exceed federal
and state  guidelines  have  been  found in  buildings  in  Florida.  Additional
information  regarding  radon and radon testing may be obtained from your county
health unit.

        40. Titles of Sections. The section titles in this Lease are not part of
the Lease terms,  but are for  reference  only.  In no event will the title of a
section limit or effect the applicability of any portion of that section.

        41. Modifications.  This  Lease constitutes  the  full  agreement of the
parties and supersedes all oral or prior agreements. No modifications or changes
to this Lease shall be effective  unless the same are made in writing and signed
by the party against whom enforcement is sought.

        42. Brokerage.  TENANT  represents  it  has not dealt with any broker in
connection  with this Lease  except any  disclosed  by TENANT to LANDLORD  which
disclosure LANDLORD has acknowledged in writing.

        43. Environmental Matters. TENANT agrees that it will not manufacture or
dispose of any Hazardous  Substance (as hereinafter  defined) on the Property or
on any  adjacent  land,  or  store or use any such  Hazardous  Substance  on the
Property or on such adjacent land in such quantities,  concentrations,  forms or
level,  or  otherwise  in a  manner  which  is in  violation  of any  applicable
environmental  laws.  "Hazardous  Substance" means any toxic or hazardous waste,
pollutants  or  substances,   including  without  limitation,  asbestos,  PCB's,
petroleum  products and by-products,  substances  defined or listed a "hazardous
substance,"  "toxic  substance,"  "toxic  pollutant,"  or  similarly  identified
substance or mixture,  in or pursuant to any environmental law,  including,  but
not limited  to, the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act of 1980, as amended,  42  U.S.C.ss.9601,  et seq.,  the Hazardous
Materials  Environmental  Transportation  Act, 49 U.S.C.  ss.1802,  et seq., the
Resource  Conservation and Recovery Act, 42 U.S.C.  ss.6901,  et seq., the Toxic
Substance Control Act of 1978, as amended,  15 U.S.C.  ss.2601, et seq., and the
Clean Water Act, 33 U.S.C.  ss.446,  et seq., as amended.  Should TENANT violate
the  foregoing,  TENANT  will  promptly  undertake  remedial  action to cure any
pollution or  detrimental  effect on the property  and will  indemnify  and hold
LANDLORD harmless for any liability,  loss, expense, reduction in property value
or other effect arising to LESSOR.  Without limiting the survival of other lease
terms,  TENANT  specifically  agrees that its responsibility for remedial action
and indemnification will survive the expiration of this lease.
<PAGE>

        44. Waiver  of  Jury  Trial.  TENANT  hereby  knowingly, voluntarily and
intentionally  waives any right it may have to a trial by jury in respect of any
litigation, including without limitation, any claims, crossclaims or third party
claims,  arising  out  of,  under  or in  connection  with  this  Lease,  or the
transaction  contemplated herein. TENANT hereby certifies that no representative
or agent of LANDLORD or its counsel has  represented,  expressly  or  otherwise,
that LANDLORD would not, in the event of such  litigation,  seek to enforce this
waiver of right to jury trial provision.  TENANT  acknowledges that LANDLORD has
been induced to enter into this Lease by,  inter alia,  the  provisions  of this
Section.

        45. Recording.  TENANT shall not record this Lease or any portion hereof
or any reference  hereto.  If TENANT shall record this Lease, or shall permit or
cause this Lease, or any portion hereof or reference hereto to be recorded, this
Lease shall  terminate  at  LANDLORD's  option or LANDLORD  may declare  default
hereunder and pursue any and all of its remedies provided in this Lease.

        46. Rules and  Regulations.  (i) All loading of goods shall be done only
at such times,  in the areas,  and through the  entrances,  designated  for such
purposes by  Landlord.  The  delivery of shipping of  merchandise,  supplies and
fixtures  to and from the  Leased  Premises  shall be  subject to such rules and
regulations  as in the  judgment of the Landlord  are  necessary  for the proper
operation of the Leased Premises or D & H Partnership.

                  (ii)  Trailers or trucks of any kind shall not be permitted to
remain  parked  overnight  in any  area of D & H  Partnership,  whether  loaded,
unloaded or partially loaded or unloaded.

                  (iii) All  garbage,  refuse and rubbish  shall be deposited in
the kind of container specified by Landlord,  and shall be placed outside of the
Leased  Premises  prepared  for  collection  in the  manner and at the times and
places  specified  by Landlord and in  accordance  with  municipal  regulations.
Burning of garbage,  refuse or rubbish any place on or in D & H  Partnership  is
not  permitted.  If Landlord shall provide or designate a service for picking up
garbage,  refuse and  rubbish,  Tenant shall use same at Tenant's  cost.  Tenant
shall  pay the cost of  removal  of any of  Tenant's  refuse  and  rubbish.  The
dumpster at D & H Partnership is to be used for common area use only.

                  (iv) No aerial or  fixture of any kind shall be erected on the
roof or exterior  walls of the Leased  Premises,  or on the grounds,  without in
each  instance  the written  consent of the  Landlord.  Any aerial so  installed
without such written consent may be removed by Landlord at Tenant's expense,  at
any time and Landlord shall not be liable for such removal.

                  (v)  No  loud   speakers,   stereos,   machinery,   mechanical
apparatus,  or other  devices shall be used or allowed to operate in a manner so
as to be heard or seen outside of the Leased Premises  without the prior written
consent of the Landlord.
<PAGE>

                  (vi)  The  outside  areas  immediately  adjoining  the  Leased
Premises shall be kept clean and free from dirt and rubbish by the Tenant to the
satisfaction  of the  Landlord,  and  Tenant  shall  not  place  or  permit  any
obstruction or merchandise in such areas, nor conduct any business therefrom.

                  (vii) Tenant and Tenant's employees shall park their cars only
in such  portion  of the  parking  area  designated  for those  purposes  by the
Landlord.  If Landlord so requires,  Tenant shall  furnish  Landlord  with State
automobile  license numbers assigned to Tenant's  employees within five (5) days
after taking  possession of the Premises,  or at Landlord's  request,  and shall
thereafter notify the Landlord of any changes within five (5) days after changes
occur.  In the event that the Tenant or its employees fail to park their cars in
designated  parking  areas as  aforesaid,  then the Landlord at its option shall
charge the Tenant Fifteen Dollars ($15.00) per day or partial day per car parked
in any area other than that  designated.  Also, the vehicle will be towed at the
Tenant's expense.

                 (viii) The plumbing  facilities shall not be used for any other
purpose than that for which they are  constructed,  and no foreign  substance of
any kind shall be thrown  therein,  resulting from a violation of this provision
shall be borne by Tenant,  who shall,  or whose  employees,  agents or  invitees
shall, have caused same.

                   (ix)  Tenant   shall  use,  at   Tenant's   cost,  such  pest
extermination  contractor  as  Landlord  may  direct  and at such  intervals  as
Landlord may require.

                  (x) Tenant shall keep the Leased Premises free from nuisances,
noises  or  odors  objectionable  to  the  public,  to  other  tenants  in D & H
Partnership, or to the Landlord.

                 (xi) Tenant shall not conduct any auction,  fire,   bankruptcy,
selling-out, or closing-out sale, or advertising about the same, on or about the
Leased Premises.

         Landlord  reserves  the right  from time to time to  suspend,  amend or
supplement  the  foregoing  rules and  regulations  and to adopt and  promulgate
additional rules and regulations  applicable to the Leased  Premises.  Notice of
such rules and regulations and amendments and supplements thereto, if any, shall
be given to the Tenant.

         Tenant agrees to comply with all additional and supplemental  rules and
regulations upon notice of same from Landlord.

         IN WITNESS  WHEREOF,  the  parties  hereto have caused this Lease to be
executed in Palm Beach County, Florida, the day and year first above written.

                                    LANDLORD:

                                            D & H PARTNERSHIP

____________________________                By:_____________________________
Witness

____________________________                TENANT:
Witness
____________________________                MERIDIAN USA HOLDINGS, INC.

Witness                                     By:_____________________________

____________________________
Witness



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