LEASE AGREEMENT







         THIS LEASE AGREEMENT made and entered into this 27th day of July, 2001

by and between Carl M. Herndon, hereinafter referred to as "LANDLORD" and

Jupiter Marine International Holdings, Inc., hereinafter referred to as

"TENANT".



                                   WITNESSETH



         LANDLORD does this day lease unto Tenant and Tenant does hereby agree

and take as Tenant on the terms and conditions as contained herein as follows:



         1.       PREMISES: Landlord hereby leases to Tenant upon the terms and

                  conditions contained herein approximately 32,140 sq. ft. of

                  space known as 3391 S.E. 14th Avenue, Ft. Lauderdale, Florida

                  33316 (hereinafter referred to as the "Premises").



         2.       TERM: The commencement date of this Lease is July 27, 2001 and

                  the termination date is July 26, 2006.



         3.       RENT: Tenant agrees to pay Landlord as rental for the premises

                  the monthly rent commencing July 27, 2001 in the amount of

                  Fourteen thousand three hundred eighty-two dollars & seventy

                  five cents ($14,382.75) per month, plus any applicable sales

                  tax required by governmental authorities. The rent shall be

                  payable to the Landlord without demand in advance on or before

                  the first day of each month during the term of this Lease at

                  the address for Landlord as stated herein or such other

                  address that Landlord shall designate in writing to the

                  Tenant.



                  The above rental rate shall be increased by 5% each year

                  commencing on the anniversary date of this agreement, July 27,

                  2002, 2003, 2004 & 2005 respectively.



                  In addition to the monthly rent stated above, Tenant shall pay

                  each month, as additional rent, a sum equal to one-twelfth

                  (l/12th) of the real property taxes assessed against the

                  premises for the time that this Lease is in effect. This

                  amount shall be based on the gross taxes for the most recent

                  calendar year available.











         4.       SECURITY DEPOSIT AND LAST MONTH'S RENT: Tenant agrees to the

                  payment of a Security Deposit in the amount of Thirty Thousand

                  Dollars ($30,000.00) that Landlord shall retain as a security

                  for the faithful performance of all the terms and conditions

                  of this Lease. Tenant acknowl- edges that Landlord is not

                  holding the last month's rent. Landlord shall not be obligated

                  to apply the Security Deposit on rents or other charges in

                  arrears, or in damages for failure to perform the terms and

                  conditions of this Lease. Application of the security deposit

                  to the arrears of rental payments or damages shall be at the

                  sole option of the Landlord, and the right to pos- session of

                  the Premises by the Landlord for non-payment of rent of for

                  any other reason shall not in any event be affected by the

                  security deposit. The security deposit is to be returned to

                  Tenant when this Lease is terminated, according to the terms

                  of this Lease, if not otherwise applied by reason of any

                  breach of the terms and conditions of this Lease by Tenant.

                  Tenant expressly acknowledges that Tenant shall not have the

                  right to apply the security deposit to rent. In no event is

                  the security deposit to be returned until Tenant has vacated

                  the Premises and delivered possession to the Landlord. In the

                  event Landlord repossesses the Premises because of the default

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