Amended
              Lease Termination, Release And Bill of Sale Agreement

     This Agreement  ("the  Agreement") is entered into this 2nd day of January,
1999,  by  and  between  FOUR  FLORIDA  SHOPPING  CENTER'S   PROPERTIES  LIMITED
PARTNERSHIP, a Delaware Limited Partnership,  by M. J. Brown, Florida Properties
Management,  Inc., its General Partner  (hereinafter  "Landlord"),  of 7535 Lake
North Road,  Lake Worth,  Florida  33467 and  Explorations  of Boca Raton,  Inc.
(hereinafter  "Tenant") of 23078  Sandalfoot  Plaza,  Boca Raton,  Florida 33428
(hereinafter collectively referred to as "The Parties").

     Whereas,  the  Parties  entered  into a lease  in or about  July,  1997 for
premises known as May 32A consisting of approximately 12,385 square feet, with a
street address of 23078  Sandalfoot Plaza Drive,  located in Sandalfoot  Square,
Boca Raton, Florida 33428 (hereinafter called "Lease") and

     Whereas,  the parties are desirous of  terminating  this  Agreement for the
Leased Premises and

     Whereas,  Tenant is  desirous  of  transferring  to  Landlord in return for
termination of said Lease and release of any and all liability  certain property
owned by Tenant and

     Whereas, Tenant is desirous of releasing Landlord from any liability.

     Now,  Therefore,  in consideration of the mutual premises  contained herein
the Parties agree as follows:

     1.   Landlord   hereby  releases  Tenant   including   Tenant's   officers,
          Directors,  and  Shareholders  from any and all  liability to Landlord
          relating to the  Landlord/Tenant  relationship  created by and between
          them.

     2.   Tenant hereby  releases the Landlord,  its  Officers,  Directors,  and
          Shareholders   from   any   and   all   liability   relating   to  the
          Landlord/Tenant relationship between them,

     3.   Landlord  and  Tenant  hereby  terminate  the  Lease  for the  demised
          premises and forfeit the security deposit to Landlord.

     4.   Tenant  agrees to vacate the leased  premises  and deliver the keys to
          the premises to Landlord at Landlord's  office at the address above on
          Monday, January 15, 1999 January 15, 1999 before 10:00 a.m.

     5.   Tenant further  transfers to Landlord all of Tenant rights,  title and
          interest  in  all  restaurant   equipment  located  in  the  premises,
          countertops,  display cases, tables,  chairs and any other property at
          the leased premises,  with the exception of arcade games and Coca Cola
          machines,  free and clear of any claim or lien.  Tenant has the option
          of removing the soft play structure and dinghy for a period of 14 days
          from  the date of  execution  of this  Agreement  but not  later  than
          February 5,1999.  Landlord will allow Tenant access to the premises to
          remove  these  items  upon   reasonable   notice  to  Landlord  during
          Landlord's  normal  business hours (Monday through Friday 8:30 a.m. to
          5:30 p.m.).  In the event Tenant does not remove said items they shall
          become the property of the Landlord.

WITNESS:                                TENANT: Explorations of Boca Raton, Inc.
                                                  by and through its President

______________________                      By: /s/ Michelle Tucker /s/
                                                    Michelle Tucker/President
----------------------
                                        LANDLORD: Four Florida Shopping Centers
                                            Properties Limited Partnership,
                                            & Delaware Limited Partnership

______________________           By:  /s/ Dominick Vitale /s/
                                          Deseniox Vitale, Authorised Agent for
                                              M. J. Brown Florida Properties
______________________                        Management, Inc., General Partner



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