LEASE AGREEMENT

EXHIBIT 10.7

LEASE AGREEMENT

THIS LEASE is made and executed by and between CARL HERNDON

("Landlord") and JUPITER MARINE INTERNATIONAL HOLDINGS, INC., a Florida

corporation ("Tenant").

SECTION I.

DEMISE AND DESCRIPTION OF LEASED PROPERTY

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Landlord hereby leases to Tenant and Tenant leases from Landlord that

certain premises situated at:

1101 & 1103 12th Avenue East, Palmetto, FL 34221

and all furniture, fixtures, equipment and improvements located thereon (the

"Premises"). Notwithstanding the foregoing, Landlord represents and warrants

that Landlord shall bring the Premises into compliance with all laws, rules,

statutes and codes for the intended use of the Premises. Other than the Landlord

requirement to bring the Premises into compliance, it is specifically agreed and

understood that the Premises are being leased to Tenant in its "AS-IS" physical

condition and Landlord shall not be obligated or responsible to correct, repair

or improve any physical condition of the Premises or the Building. Tenant shall

not use or permit the Premises or any part thereof to be used for any purpose or

purposes other than what is currently allowable under the current applicable

zoning for the Premises.

SECTION II.

TERM

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The term of this Lease shall be for five years, commencing on December

6, 2005 (the "Commencement Date") and ending on December 5, 2010. This Lease

shall automatically renew for three (3) additional terms of five (5) years each

("Renewal Periods"); however, Landlord may terminate this Lease prior to the

commencement of any of the Renewal Periods.

SECTION III.

MONTHLY RENT

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Tenant shall pay to the Landlord as rent the following sums ("Monthly

Rent") plus applicable sales tax:

<TABLE>

<CAPTION>

INITIAL TERM:

<S> <C>

December 6, 2005 - January 5, 2006: $10,000.00 plus sales tax and additional rent

January 6, 2006 - February 5, 2006: $20,000.00 plus sales tax and additional rent

February 6, 2006 - December 5, 2006: $30,700.00 plus sales tax and additional rent

December 6, 2006 - December 5, 2007: $32,235.00 plus sales tax and additional rent

December 6, 2007 - December 5, 2008: $33,846.75 plus sales tax and additional rent

December 6, 2008 - December 5, 2009: $35,539.09 plus sales tax and additional rent

December 6, 2009 - December 5, 2010: $37,316.04 plus sales tax and additional rent

</TABLE>

For each of the Renewal Periods, annual rent shall increase by 5% per

year. (For example, during the first Renewal Period, Monthly Rent for the period

of December 6, 2010 through December 5, 2011 shall be $39,181.84 and Monthly

Rent for the period of December 6, 2011 through December 5, 2012 shall be

$41,140.93.)

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In addition to Monthly Rent, each month, Tenant shall also pay to

Landlord additional rent equal to one-twelfth of the estimated real property

taxes for the Premises. Landlord shall notify Tenant prior to each Lease year of

the estimated real property taxes for the following Lease Year. Once the actual

property taxes for the Premises can be ascertained, an adjustment shall be made

accordingly (either Landlord will give Tenant a credit if the amount collected

is higher than actual property taxes or Tenant shall pay Landlord the difference

as additional rent if the amount actually collected is lower than actual

property taxes). The monthly installments (including additional rent) shall be

payable in advance on the first day of each month, but the Monthly Rent shall

not be late until after the tenth day of each month. In the event any rental

payment, of any type, due hereunder, shall not be paid by the tenth day of each

month, in addition to any other rights Landlord shall have, a Late Payment

Penalty of five percent (5%) of the amount of such payment not timely made shall

be due to Landlord. In addition to any late payment penalty, interest shall

accrue on any such payments from the date of default, at a rate equal to the

lesser of eighteen percent (18%) per annum, or the maximum interest rate allow

by law. All rent payable to the Landlord under any provision of this Lease shall

be paid to the Landlord or as the Landlord may otherwise designate, in lawful

money of the United States, at the address of the Landlord or such other place

as the Landlord in writing may designate, without any set-off or deduction

whatsoever, and without prior demand therefore.

SECTION IV.

SECURITY DEPOSIT

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Tenant shall deposit with Landlord the amount of $50,000.00 ("Security

Deposit"), upon Tenant's execution and submission of this Lease. The Security

Deposit shall be in the form of cash payable to the Landlord. The Security

Deposit shall serve as security for the prompt, full and faithful performance by

Tenant of the terms and provisions of this Lease. In the event that Tenant is in

Default hereunder and fails to cure within any applicable time pertained under

this Lease, or in the event that Tenant owes any amounts to Landlord upon the

expiration of this Lease, Landlord may use or apply the whole or any part of the

Security Deposit for the payment of Tenant's obligations hereunder. Landlord

shall not be required to keep the Security Deposit separate from Landlord's

general funds or pay interest on the Security Deposit. Any remaining portion of

the Security Deposit shall be returned to Tenant within ten (10) days after

Tenant has vacated the Premises.

SECTION V. S

EXPENSES - TRIPLE NET LEASE

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The parties agree that this Lease is a "Triple Net Lease" and Tenant

shall pay all expenses in connection with the Premises, including, but not

limited to all building maintenance, landscaping and lawn care, real estate

taxes, personal property taxes, insurance, assessments, utilities and utility

deposits. Tenant shall pay all applicable sales tax on the rent payments.

SECTION VI.

WASTE AND NUISANCE PROHIBITED

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Tenant shall not commit, or suffer to be committed, any waste or

nuisance on the Premises.

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SECTION VII.

ABANDONMENT

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Tenant shall not vacate or abandon the Premises at any time during the

term of this Lease and if Tenant shall abandon, vacate or surrender the

Premises, or be dispossessed by process of law or otherwise, any personal

property belonging to Tenant and left on the Premises shall, at the option of

the Landlord, be deemed to be abandoned.

SECTION VIII.

ENTRY BY LANDLORD

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In addition to Landlord's rights pursuant any other provision of the

Lease, Landlord and Landlord's employees and other agents shall have the tight,

but not the obligation, at all reasonable hours, to enter upon, and pass through

the Premises from time to time in, order to (a) make an examination of the

Premises, and (b) show the Premises to prospective purchasers, mortgagees,

prospective mortgagees, and others. In the event of an emergency, Landlord and

Landlord's employees and other agents shall have the right, but not the

obligation, without any notice to Tenant to (a) enter upon and pass through the

Premises as Landlord shall deem appropriate to respond to the emergency, and (b)

take such other or further action to make repairs or alterations for the safety

and preservation of the Premises. Landlord shall conduct its activities on the

Premises as allowed in this Section in a manner that will cause the least

possible inconvenience, annoyance or disturbance to Tenant.

SECTION IX.

EMINENT DOMAIN

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If a portion of the Premises should become subject to an eminent domain

proceeding, Tenant shall be required to continue to pay any and all amounts due

under this Agreement so long as the Tenant has the use of the Premises. If the

Premises shall become subject to an eminent domain proceeding, this Agreement

shall terminate upon the date that possession of the Premises is granted to any

such governmental authority, either by an award by a court of competent

jurisdiction or by agreement between the Landlord and any such governmental

agency.

SECTION X.

NOTICES

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All notices, demands, or communications that either party desires or is

required to give to the other party shall be in writing and shall be deemed duly

delivered when delivered by a commercially recognized overnight service (such as

Federal Express) or by certified mail, return receipt requested and addressed as

follows:

To Landlord: Carl Herndon

2720 NE 44th Street

Lighthouse Point, FL 33064

To Tenant: Jupiter Marine International Holdings, Inc.

3391 SE 14th Avenue

Ft. Lauderdale, FL 33316

Either party may change its address for notification purposes by

notifying the other party of such change of address in the manner as above

provided.

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SECTION XI.

ALTERATIONS

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During the Term of the Lease, Tenant will make no alterations,

additions or improvements in or to the Premises, of any kind or nature,

including, but not limited to, alterations, additions or improvements in, to, or

on, telephone or computer installations (the "Alterations"), without the prior

written consent of Landlord, which consent may be granted or withheld in

Landlord's sole discretion. Should Landlord consent to any proposed Alterations

by Tenant, such consent will be conditioned upon Tenant's agreement to comply

with all requirements established by Landlord. All Alterations made hereunder

will become Landlord's property when incorporated into or affixed to the

Building. However, at Landlord's option Landlord may, at the expiration of the

Lease Term, require Tenant, at Tenant's expense, to remove Alterations made by

or on behalf of Tenant and to restore the Premises to its original condition.

SECTION XII.

DAMAGE OR DESTRUCTION OF IMPROVEMENTS

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Tenant shall complete any work of restoration, repair, replacement or

rebuilding with respect to the Premises required to be performed as a result of

condemnation by any applicable governmental authority or fire or other casualty

during the Term of the Lease (the "Restoration Work"), which becomes necessary

at any time during the Term. Whenever Tenant shall be required under the Lease

to carry out any Restoration Work, Landlord shall be entitled to receive any

applicable Insurance proceeds and condemnation award in trust. Landlord may

apply all or any portion of such proceeds to cure a default by Tenant, and shall

otherwise disburse, in Landlord's reasonable discretion, such proceeds or awards

to Tenant for reimbursement for the costs and expenses of such Restoration Work.

With respect to any Restoration Work, Tenant shall (a) obtain Landlord's prior

written approval of Tenant's construction plans, budget, and schedule; (b)

provide Landlord with true and complete certified copies of all permits and

authorizations from applicable government authority necessary to complete such

Restoration Work; (c) provide Landlord with evidence, satisfactory to Landlord,

that Tenant has sufficient insurance coverages and funds earmarked to complete

such Restoration Work; and (d) provide Landlord with evidence, satisfactory to

Landlord, of payment and performance bonds. Tenant shall carry out any

Restoration Work in a good and workmanlike manner, lien free, in accordance with

the plans approved by Landlord and in compliance with all applicable building,

land use and zoning laws, codes and ordinances and all of the terms and

conditions of the Lease. Accordingly, Tenant shall (a) diligently obtain all

permits and authorizations from applicable governmental authority necessary for

the Restoration Work at the earliest possible date; (b) commence the Restoration

Work at the earliest possible date; and (c) thereafter in a diligent and

continuous manner, and in accordance with the construction schedule which has

been approved by Landlord, prosecute the Restoration Work to completion at the

earliest possible date. If Tenant shall fail or neglect at any time to supply

sufficient workmen or sufficient materials of proper quality, or fail in any

other respect to prosecute any Restoration Work in a diligent and continuous

manner, then Landlord may give notice to Tenant of such failure or neglect. If

such failure or neglect continues for 10 days after such notice, then Landlord,

in addition to all other rights which Landlord may have, shall have the right,

but not the obligation, to do any or all of the following as Landlord deems

necessary to complete such Restoration Work: (a) declare a default by Tenant

under the Lease; (b) enter upon the Premises; (c) provide, or cause to be

provided, labor and/or materials upon the Premises; (d) perform, or cause to be

performed, any contract; and (e) do or cause to be done, such other acts and

things as Landlord may deem advisable. Landlord shall be entitled to

reimbursement, out of any Insurance proceeds, condemnation awards, and any other

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monies held by Landlord for application to the cost of Restoration Work, for all

costs and expenses incurred by Landlord in completing any Restoration Work

pursuant to this Section. All such costs and expenses for which Landlord is not

so reimbursed shall be borne by Tenant, in addition to any or all damages to

which Landlord shall be entitled under the Lease. Upon Landlord's demand, which

may be made from time to time as such costs and expenses are incurred, Tenant

shall pay for such costs and expenses as additional Rent.

SECTION XIII.

UTILITIES

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Tenant shall, at Tenant's own cost and expense, arrange for and obtain

all such utility services as are necessary for Tenant's use of the Premises,

including those for drainage, water, sewer, electricity, power, gas, heating,

lighting, telephones, cable television, and other electronic communications.

Tenant shall pay when due all fees and charges in connection with the providing

of such services without any offset against the Rent. Tenant shall, at Tenant's

own cost and expense, arrange for and be responsible for the maintaining the

landscaping located adjacent to the Premises.

SECTION XIV.

LIENS

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Tenant shall keep all of the Premises and every part thereof free and

clear of any and all mechanics' liens and other liens in connection with work or

labor done, services performed, or materials or appliances used or furnished for

or in connection with any operations of the leased Premises. Tenant shall at all

times promptly and fully pay and discharge all claims on which any such lien may

be based, and Tenant shall indemnify Landlord against all such liens and claims

of liens and suits or other proceedings pertaining thereto.

Tenant shall have the right to contest the correctness of the validity

of any such lien if, upon demand by Landlord, Tenant procures a good and

sufficient surety bond naming Landlord as the beneficiary against any such lien.

In addition, the Tenant shall pay any cost, liability, or damage resulting from

such contest. The bond shall provide for the payment of any sum that the

claimant may recover on the claim together with costs of suit, if it recovers in

the action.

SECTION XV.

INSURANCE

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(1) Required Insurance. Tenant shall, at Tenant's own cost and expense,

obtain and maintain at all times during the Term the following types of

insurance ("Insurance"):

(i) general liability insurance and premises liability insurance,

including, without limitation, protecting against any and all

liability occasioned by negligence, occurrence, accident, or

disaster in or about the Premises, with such insurable limits

as Landlord may from time to time require with respect to any

one occurrence, accident, disaster, or incident of negligence,

with respect to injuries to any one person, and with respect

to damage to property. In no event shall such limits be less

than $1,000,000 per occurrence and $5,000,000 in the

aggregate;

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(ii) hazard insurance, protecting with extended coverage and broad

form coverage against loss or damage to the Premises by fire,

lightning, windstorm, hail, flood, explosion, hurricane, riot,

civil commotion, vehicles, aircraft, smoke, war damage (when

available), falling objects, collapse, sudden tearing asunder,

breakage of glass, freezing, electricity, sprinkler damage,

water damage, earthquake, vandalism, malicious mischief, and

such other insurable risks, casualties, and hazards as

Landlord may from time to time specify, in an amount of the

greater of either (i) $3,000,000, or (ii) an amount that

represents the full replacement value of the Premises, without

deduction for depreciation. Such full replacement value shall

be determined, at Tenant's expense, at annual intervals, by

one or more of the insurers, or by an architect, contractor,

appraiser, or appraisal company selected by Tenant and

acceptable to Landlord in Landlord's sole discretion. Subject

to the requirements of Landlord's mortgagee (if any), all

proceeds from hazard insurance shall be applied, in accordance

with the applicable restoration provisions of the Lease, to

the cost of any Restoration Work (hereinafter defined) with

respect to the damage which occasioned the payment of such

proceeds;

(iii) such worker's compensation insurance, employer's liability

insurance, and other insurance as may be required from time to

time by applicable law;

(iv) Tenant shall be responsible for maintaining insurance for

Tenant's property located at the Premises.

(2) Delivery. All Insurance, together with receipts showing payment of

the premiums, shall be delivered to, and left in the possession of Landlord. All

renewals of Insurance shall be delivered to Landlord no less than 30 days before

the expiration date of the Insurance then in effect.

(3) Form and Substance. All Insurance shall (a) be in such form and

substance, in such amounts, and with such company or companies licensed to do

business in the State of Florida as are satisfactory to Landlord; (b) name as

insureds Tenant, Landlord, and Landlord's mortgagee(s) (if any); (c) include a

mortgagee clause in standard form if there are any such mortgagees; (d) require

notice of any cancellation or change to be sent to Landlord at least 30 days

before such cancellation or change, or, if such 30-day notice period is

generally unavailable, such lesser notice period as is generally available from

time to time; and (e) provide that the loss, if any, shall be payable to

Landlord.

(4) Insurance Obtained by Landlord. If, at any time or times during the

Term, Tenant shall neglect or fail to obtain, deliver to Landlord, and maintain

in full force and effect any insurance, Landlord:

(i) may effect such Insurance as the agent of Tenant by taking out

a policy or policies issued by a company or companies

satisfactory to Landlord. The amount of the premium or

premiums paid for such Insurance by Landlord shall be

immediately due from Tenant to Landlord as additional Rent

upon demand; and

(ii) shall not be limited, in the proof of any damages which

Landlord may claim against Tenant arising out of or by reason

of such neglect or failure, t