ATRIUM FINANCIAL CENTER

                                 LEASE AGREEMENT



      THIS LEASE, made and entered into this 28 day of October, 1991, by and

between MASS MUTUAL LIFE INSURANCE CO. (the "Lessor") , whose address is 3475

Lenox Road, Suite 600, Atlanta, Ga. 30326, and EXPRESS FINANCIAL CORPORATION

(the "Lessee") whose address is 1515 N. Federal Highway, Suite 107, Boca Raton,

Florida 33432.



      WITNESSETH THAT:



      In consideration of the mutual promises, covenants and conditions herein

contained, and the rent reserved by Lessor, to be paid by Lessee to Lessor,

Lessor hereby leases to Lessee and Lessee hereby rents from Lessor, that certain

real property situated in Palm Beach County, Florida, hereinafter described, for

the term and at the rentals and upon the terms and conditions hereinafter set

forth.



      1. PREMISES. The real property (the "Premises") hereby leased, let and

demised by Lessor unto Lessee, is Suite #107 (formerly known as Suite 100)

located on the 1st floor of a four (4) story office building (the "Building") at

1515 North Federal Highway, Boca Raton, Florida 33432, known as Atrium Financial

Center, and located as shown on Exhibit 1 hereto. The rentable square footage of

the Premises is 3,503 square feet, which is the sum of the actual square footage

plus fifteen percent (15%) of such square footage which is deemed to be allotted

for hallways, elevators, stairways, toilets, electrical, janitorial and other

such common areas. The location of the Premises within the Building is more

particularly depicted in Exhibit 2 attached hereto.



      2. TERM. The term of this Lease, and the accrual of rents hereunder shall

commence on the date (the "Commencement Date") hereinafter defined and shall

extend to the 5th anniversary (the "Expiration Date") at 12:00 P.M. (midnight).

The Commencement Date shall be April 1, 1992 as verified by an executed document

which is a part of this Lease Agreement (Exhibit 3) attached hereto.



      3. RENT. Lessee agrees to pay Lessor, without demand, set off or

deduction, a fixed annual minimum rent (the "Base Rent"), net for the first year

of this Lease the total amount of $28,024.00 payable in equal monthly

installments of $2,335.33 subject to upward adjustment commencing in the third

(3rd) Lease Year, for increases on an annual basis of CPI, maximum five percent

(5%) per annum, plus one-twelfth (1/12) of the prorata share of the Building

operating costs as it relates to the Premises in square foot cost annually over

the life of this Lease. The total square footage of the leased area is

approximately 3,503 square feet, which equals 3.85 percent of the leasable area

in the Building (91,000 square feet). The Base Rent will not begin to accrue

until the Commencement Date.



<PAGE>



            Each monthly installment of Base Rent shall be payable in advance on

the first (1st) day of each calendar month of the term to Lessor c/o Peterson

Management Company, Inc., P.O. Box 102228, Atlanta, Georgia 30368-0228, or at

such other place Lessor may from time to time designate in writing. If the

Commencement Date, as hereinabove defined, is not on the first (1st) day of a

calendar month, Base Rent for the period beginning with and between the

Commencement Date and the first (1st) day of the following month shall be

apportioned on a per diem basis at the monthly rental rate hereinabove provided

and shall be payable on the Commencement Date.

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