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1994 Stock Option Plan - BIOLARGO, INC. - 4-14-1999

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1994 Stock Option Plan - BIOLARGO, INC. - 4-14-1999 Powered By Docstoc
					Exhibit 10.4 LATIN AMERICAN CASINOS, INC. 1994 STOCK OPTION PLAN 1. PURPOSE. This 1994 Stock Option Plan (the "Plan") is intended to encourage stock ownership by employees and directors of Latin American Casinos, Inc. (the "Company"), a Delaware corporation, its divisions and Subsidiary Corporations, so that they may acquire or increase their proprietary interest in the Company, and to encourage such employees and directors to remain in the employ of the Company and to put forth maximum efforts for the success of the business. It is further intended that options granted by the Board of Directors of the Company (the "Board") pursuant to Section 5 hereof shall constitute "incentive stock options" ("Incentive Stock Options") within the meaning of IRC Section 422, as thereafter (the "Code"), and options granted by the Board pursuant to Section 6 hereof shall constitute "nonqualified stock options" (Nonqualified Stock Options") and, together with Incentive Stock Options, ("Options"). 2. ADMINISTRATION AND AUTHORITY. The Plan shall be administered by the Board. The Board shall have the authority in its discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Options; to determine which Options shall constitute Incentive Stock Options and which Options shall constitute Nonqualified Stock Options; to determine the purchase price of the shares of Common Stock covered by each Option (the "Option Price"); to determine the persons to whom, and the time or times at which, Options shall be granted; to determine the number of shares of Common Stock to be covered by each Option; to interpret the Plan; to prescribe, amend and rescind rules and Regulations relating to the Plan; to determine the terms and provisions of the Option Agreements (which need not be identical) evidencing Options granted under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan. -1-

3. LIABILITY. No member of the Board shall be liable for any action taken or determination made in good faith with respect to the Plan or any Option. 4. ELIGIBILITY. Options may be granted to employees including, without limitation, officers and directors who are employees of the Company or its subsidiaries, consultants and independent contractors. In determining the persons to whom Options shall be granted and the number of shares to be covered by each Option, the Board shall take into account the duties of the respective persons, their present and potential contributions to the success of the Company and such other factors as the Board shall deem relevant in connection with accomplishing the purpose of the Plan. A person to whom and Option has been granted is sometimes referred to herein as an "Optionee." An Optionee shall be eligible to receive more than one Option during the term of the Plan, but only on the terms and subject to the restrictions hereinafter set forth. 5. SHARES. The shares subject to Options hereunder shall be shares of the Company's Common Stock (the "Common Stock"). Such shares may, in whole or in part, be authorized but unissued shares or shares that have been or may be reacquired by the Company. The aggregate amount of the Company's Common Stock as to which Options may be granted under the Plan shall not exceed 1,000,000 shares. The limitation established by the preceding sentence shall be subject to adjustment as provided in Section 8.09 hereof. If any outstanding Option expires or is terminated without having been exercised in full, the shares of Common Stock allocable to the unexercised portion of such Option shall (unless the Plan shall have been terminated) become available for subsequent grants of Options. 6. INCENTIVE STOCK OPTIONS. Options granted pursuant to this Section 6 are intended to constitute Incentive Stock Options and shall be subject to the following special terms and conditions, in addition to the general terms and conditions specified in Section 8 hereof. 6.01 VALUE OF SHARES. The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the shares of -2-

Common Stock with respect to which Options granted under this Plan and all other option plans of the Company and any Subsidiary Corporation become exercisable for the first time by an optionee during any calendar year shall be determined by the Board. 6.02 TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock Option granted to a holder of 10% of the Company's voting stock, (a) the Option Price shall not be less than 110% of the Fair Market Value of the shares of Common Stock of the Company on the date the Incentive Stock Option is granted, and (b) the exercise period shall not exceed 5 years from the date the Incentive Stock Option is granted. 7. NONQUALIFIED STOCK OPTIONS. Options granted pursuant to this Section 7 are intended to constitute Nonqualified Stock Options and shall be subject only to the general terms and conditions specified in Section 8 hereof. 8. TERMS AND CONDITIONS OF OPTIONS. Each Option shall be evidenced by a written Option Agreement between the Company and the Optionee, which agreement shall comply with and be subject to the following terms and conditions: 8.01 NUMBER OF SHARES. Each Option Agreement shall state the number of shares of Common Stock specified in the Option. 8.02 TYPE OF OPTION. Each Option Agreement shall specifically identify the portion, if any, of the Option which constitutes an Incentive Stock Option and the portion, if any, which constitutes a Nonqualified Stock Option. 8.03 OPTION PRICE. Each Option Agreement shall state the Option Price which, in the case of Incentive Stock Options, shall be not less than 100% of the Fair Market Value of the shares of Common Stock of the Company of the date the Option is granted. The Option Price shall be subject to adjustment as provided in Section 8.09 hereof. The date when the Board adopts a resolution granting an Option will be considered the date when such Option is granted. -3-

8.04 MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in full, at the time of exercise, in cash or in shares of Common Stock having a Fair Market Value equal to such Option Price or in a combination of cash and such shares, and may be effected in whole or in part (a) with monies received from the Company at the time of exercise as a compensatory cash payment, or (b) with monies borrowed from the Company pursuant to repayment terms and conditions as shall be determined from time to time by the Board, in its discretion, separately with respect to each exercise of Options and each Optionee; provided, however, that each such method and time for payment and each such borrowing and terms and conditions of repayment shall be permitted by and be in compliance with applicable law, and provided, further, if the Option Price is paid with monies borrowed from the Company, such fact shall be noted conspicuously on the certificate evidencing such shares in accordance with applicable law. 8.05 TERM AND EXERCISE OF OPTIONS. Options shall be exercisable over the exercise period as and at the times and upon the conditions that the Board may determine, as reflected in the Option Agreement, provided, however, the Board shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as it, in its sole discretion, deems appropriate. The exercise period shall be determined by the Board for all Options; provided, however that such exercise period shall not exceed ten (10) years from the date such Option is granted. The exercise period shall be subject to earlier termination as provided in Sections 8.06 and 8.07 hereof. An Option may be exercised, as to any or all full shares of Common Stock as to which the Option has become exercisable, by giving written notice of such exercise to the Board; provided, however, that an Option may not be exercised at any one time as to fewer than100 shares (or such number of shares as to which the Option is then exercisable if such number of shares is less than 100). 8.06 TERMINATION Except as provided in Section 8.05 and in this Section 8.06 hereof, an Option may not be exercised unless the Optionee is then in the employ of the Company or a division or Subsidiary Corporation (or a corporation issuing or assuming the Option in a transaction to which IRC Section 425(a) applies), and unless the Optionee has remained continuously so employed since the date of grant of the Option. If the employment of an Optionee shall terminate (other than by reason of death, disability or retirement), all Options of such Optionee that are exercisable at the -4-

time of such termination may, unless earlier terminated in accordance with their terms, be exercised within three months after such termination; provided, however, that if the employment of an Optionee shall terminate for cause, all Options theretofore granted to such Optionee shall, to the extent not theretofore exercised, terminate forthwith. Nothing in the Plan or in any Option shall confer upon an individual any right to continue in the employ of the Company or any of its divisions or Subsidiary Corporations or interfere in any way with the right of the Corporation or any such division or Subsidiary Corporation to terminate such employment. 8.07 DEATH, DISABILITY OR RETIREMENT. If an Optionee shall die while employed by the Company, or a Subsidiary Corporation thereof, or within three months after the termination of such Optionee's employment, other than for cause, or if the Optionee's employment shall terminate by reason of disability or retirement, all Options theretofore granted to such Optionee (to the extent otherwise exercisable) may, unless earlier terminated in accordance with their terms, be exercised by the Optionee or by the Optionee's estate or by a person who acquired the right to exercise such Option by bequest or inheritance or otherwise by reason of the death or disability of the Optionee, at any time within one year after the date of death, disability or retirement of the Optionee. 8.08 NONTRANSFERABILITY OF OPTIONS. Options granted under the Plan shall not be transferable otherwise than (a) by will; (b) by the laws of descent and distribution; or (c) to a revocable inter vivos trust for the primary benefit of the Optionee and his or her spouse. Options may be exercised, during the lifetime of the Optionee, only by the Optionee, his or her guardian, legal representative or the Trustee of an above described trust. 8.09 EFFECT OF CERTAIN CHANGES. (1) If there is any change in the number of shares of Common Stock through the declaration of stock dividends, or through recapitalization resulting in stock splits, or combinations or exchanges of such shares, the number of shares of Common Stock available for Options, the number of such shares covered by outstanding Options and the price per share of such Options shall be proportionately adjusted by the Board to reflect any increase or decrease in the number -5-

of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. (2) In the event of the proposed dissolution or liquidation of the company, in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Company with another corporation, the Board may provide that the holder of each Option then exercisable shall have the right to exercise such Option (at its then Option Price) solely for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, or merger or consolidation by a holder of the number of shares of Common Stock for which such Option might have been exercised immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation; or the Board may provide, in the alternative, that each Option granted under the Plan shall terminate as of a date to be fixed by the Board; provided, however, that not less than 30-days' written notice of the date so fixed shall be given to each Optionee, who shall have the right, during the period of 30 days preceding such termination, to exercise the Options as to all or any part of the shares of Common Stock covered thereby, including shares as to which such Options would not otherwise be exercisable; provided, further, that failure to provide such notice shall not invalidate or affect the action with respect to which such notice was required. (3) If while unexercised Options remain outstanding under the Plan, the stockholders of the Company approve a definitive agreement to merge or consolidate the Company with or into another corporation or to sell or otherwise dispose of all or substantially all of its assets, or adopt a plan of liquidation (each, a "Disposition Transaction"), then the Board may (a) make an appropriate adjustment to the number and class of shares available for options, and to the amount and kind of shares or other securities or property (including cash) receivable upon exercise of any outstanding options after the effective date of such transaction, and the price thereof, or, in lieu of such adjustment, provide for the cancellation of all options outstanding at or prior to the effective date of such transaction; (b) provide that exercisability of all Options shall be accelerated, whether or not otherwise exercisable; or (c) in its discretion, permit Optionees to surrender outstanding options for cancellation; provided, however, that if the stockholders approve such Disposition Transaction within five years of -6-

the date of adoption of this Plan, the Board shall provide for the alternative in (b) above. Upon any cancellation of an outstanding Option pursuant to this Section, the Optionee shall be entitled to receive, in exchange therefor, a cash payment under any such Option in an amount per share determined by the Board in its sole discretion, but not less than the difference between the per share exercise price of such Option and the Fair Market Value of a share of the Company Common Stock on such date as the Board shall determine. (4) Paragraphs (2) and (3) of this Section 8.09 shall not apply to a merger or consolidation in which the Company is the surviving corporation and shares of Common Stock are not converted into or exchanged for stock, securities of any other corporation, cash or any other thing of value. Notwithstanding the preceding sentence, in case of any consolidation or merger of another corporation into the Company in which the Company is the surviving corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Board may provide that the holder of each Option then exercisable shall have the right to exercise such Option solely for the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Company), property, cash or any combination thereof receivable upon such reclassification, change, consolidation or merger by the holder of the number of shares of Common Stock for which such Option might have been exercised. (5) In the event of a change in the Common Stock of the Company as presently constituted which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. (6) To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive, provided that each Incentive Stock Option granted pursuant to this Plan shall not be adjusted in a manner that causes such option to fail to continue to qualify as an Incentive Stock Option within -7-

the meaning of IRC Section 422. (7) Except as hereinbefore expressly provided in this Section 8.09, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock or any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-of of assets or stock of another corporation; and any issue by the Company of shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to the number or price of shares of Common Stock subject to the Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or part of its business or assets. 8.10 RIGHTS AS A SHAREHOLDER. An Optionee or a transferee of an Option shall have no rights as a shareholder with respect to any Shares covered by the Option until the date of the issuance of a certificate evidencing such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 8.09 hereof. 8.11 OTHER PROVISIONS. The Option Agreements authorized under the Plan shall contain such other provisions, including, Without limitation, (a) the imposition of restrictions upon the exercise of an Option; (b) in the case of an Incentive Stock Option, the inclusion of any condition not inconsistent with such Option qualifying as an Incentive Stock Option; and (c) conditions relating to compliance with applicable federal and state securities laws, as the Board shall deem advisable. 9. AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES. If the Board shall so require, as a condition of the exercise, each Optionee shall agree that (a) no later than the date of exercise of any Option, the Optionee will pay to the Company or make arrangements satisfactory to the Board regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Options, and (b) -8-

the Company shall, to the extent permitted or required by law, have the right to deduct federal, state and local taxes of any kind required by law to be withheld upon the exercise of such Option from any payment of any kind otherwise due to the Optionee. 10. TERM OF PLAN. Options may be granted pursuant to the Plan from time to time within a period of 10 years from the date the Plan is adopted by the Board, or the date the Plan is approved by the stockholders of the Company, whichever is earlier. 11. DEFINITIONS. As used in this Plan, the following words and phrases shall have the meanings indicated: (a) "DISABILITY" shall mean an Optionee's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than one year. (b) "FAIR MARKET VALUE" per share as of a particular date shall mean (i) the closing sales price per share of Common Stock on a national securities exchange for the last preceding date on which there was a sale of such Common Stock on such exchange; or (ii) if the shares of Common Stock are then traded on an over-the-counter market, the average of the closing bid and asked prices for the shares of Common Stock in such over-the-counter market for the last preceding data on which there was a sale of such Common Stock in such market, or (iii) in case no reported sale takes place, the average of the closing bid and asked prices on the National Association of Securities Dealers' Automated Quotations System ("NASDAQ") or any comparable system, or if the shares of Common Stock are not listed on NASDAQ or comparable system, the closing sale price or, in case no reported sale takes place, the average of the closing bid and asked prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose; or (iv) if the shares of Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Board in its discretion may determine. (c) "PARENT COMPANY" shall mean any corporation (other than the Company) in an unbroken chain of corporations -9-

ending with the employer corporation if, at the time of granting an Option, each of the corporations other than the employer corporation owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. (d) "SUBSIDIARY CORPORATION" shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the employer corporation if, at the time of granting an Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more f the total combined voting power of all classes of stock in one of the other corporations in such chain. (e) "TEN PERCENT STOCKHOLDER" shall mean an Optionee who, at the time an Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the company or of its Parent or Subsidiary Corporations. 12. AMENDMENT AND TERMINATION OF THE PLAN. The Board at any time and from time to time may suspend, terminate, modify or amend the Plan; provided, however, that any amendment that would materially increase the aggregate number of shares of Common Stock as to which Options may be granted under the Plan or materially increase the benefits accruing to participants under the Plan or materially modify the requirements as to eligibility for participation in the Plan shall be subject to the approval of the holders of a majority of the Common Stock issued and outstanding, except that any such increase modification that may result from adjustments authorized by Section 8.09 hereof shall not require such approval. Except as provided in Section 8 hereof, no suspension, termination, modification or amendment of the Plan may adversely affect any Option previously granted, unless the written consent of the Optionee is obtained. 13. APPROVAL OF STOCKHOLDERS. The Plan shall take effect upon its adoption by the Board of Directors but shall be subject to the approval of the holders of a majority of the issued and outstanding shares of Common Stock of the Company, which approval must occur within 12 months after the date the Plan is adopted by the Board. - 10 -

14. EFFECT OF HEADINGS. The headings and other captions contained in this Plan are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Plan. IN WITNESS WHEREOF, pursuant to the due authorization and adoption of this Plan by the Board of Directors on June 13, 1994, the Company has caused this Plan to be duly executed by its duly authorized officers. Latin American Casinos, Inc. By: Lloyd Lyons By: By: - 11 -

SAMPLE AGREEMENT UNDER THE 1994 STOCK OPTION PLAN OF LATIN AMERICAN CASINOS, INC. THIS AGREEMENT is made by and between LATIN AMERICAN CASINOS, INC., a Delaware Corporation (the "Company") and the optionee identified at the conclusion of this Agreement (hereinafter referred to as the "Optionee") as of the date of grant set forth in Appendix A hereto. WHEREAS, the Company has determined that the Optionee is an existing or potential officer, key employee, consultant or adviser of the Company (or its subsidiaries) and considers it desirable and in its best interests that the Optionee be given an inducement to acquire a proprietary interest in the Company, and an added incentive to advance the interests of the Company, by possessing an option to purchase the common shares of the Company ("Common Stock") in accordance with The 1994 Stock Option Plan of Latin American Casinos, Inc. (the "1994 Plan"). NOW, THERFORE, in consideration of the promises contained herein, it is agreed by and between the parties as follows: 1. GRANT OF OPTION. The Company hereby grants to the Optionee the option to purchase the number of shares of Common Stock set forth in Appendix A to this Agreement (the "Option Shares") at the purchase price per share set forth therein (the "Option Price"), in the manner and subject to the conditions hereinafter provided (the "Option"). 2. TIME OF EXERCISE OF OPTION. Unless otherwise provided in Appendix A, the Option may be exercised in whole or in part over a five year period commencing as of the date of this Agreement, unless and until the Option is terminated as provided in Sections 4 and 5 below. 3. METHOD OF EXERCISE. The Option shall be exercised by written notice in the form of Appendix B (if the Option Shares are not registered under the Securities Act of 1993 at the time of exercise) or Appendix C (if the Option Shares are registered under the Securities Act of 1993 at the time of exercise) directed to the Company, at the Company's principal place of business, accompanied by payment of the Option Price for the number of shares being acquired. The Company shall deliver such shares as promptly as practicable, provided that if any law, regulation or agreement requires the Company to take any action with respect to the shares specified in such notice before the delivery thereof, then the date of delivery thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. 4. TERMINATION. In the event of a termination of the Optionee's association with

the Company and its subsidiaries in all capacities as an officer, employee, consultant of adviser, then the Option shall continue to be/exercisable for the number of shares as to which it was exercisable at the date of such termination of association and shall terminate on the date which is three months thereafter in the case of an Incentive Stock Option or one year thereafter in the case of any other option or, if earlier, the date which is five years from the date of this Agreement, PROVIDED HOWEVER, that if such termination of association is by reason or Optionee's death or disability (within the meaning of Section 122 (c) (6) of the Internal Revenue Code), then the Option shall immediately become exercisable in full and shall terminate on the date which is one year thereafter or, if earlier, the date which is five years from the date of this Agreement. 5. ADJUSTMENTS. The number and price of the Option Shares shall be proportionately adjusted to reflect, as deemed equitable and appropriate by the Board of Directors of the Company, any stock dividend, stock split or share combination of the Common Stock or recapitalization of the Company. In the event of any merger, consolidation, sale of substantially all the assets, reorganization, dissolution or liquidation of the Company, in connection with which all the outstanding shares of the Company's Common Stock are converted into or exchangeable for other securities or other property, the Option shall terminate, but the Optionee shall have the right, immediately prior to such event, to exercise the Option in full without regard to the vesting schedule set forth in section 2 hereof; provided, however, that in the case of a merger, consolidation, sale of substantially all the assets or reorganization, the parties thereto may provide that the Optionee shall not have such right, but in that case the Option, to the extent not previously exercised, shall continue in effect and subject to the vesting schedule set forth in section 2 hereof but shall pertain not to Option Shares but to the securities or other property into or for which the remaining Option Shares would have been convertible or exchangeable if they had been outstanding at the effective time of the transaction (e.g., in the case of a merger of the Company into another company, if each share of Common Stock of the Company is converted into two shares of preferred stock of the acquiring company, the Optionee shall be entitled upon exercise and payment of the Option Price to acquire two shares of that preferred stock). If, prior to the exercise of the Option with respect to all the Option Shares, any securities issued by any of the subsidiaries of the Company or any rights to acquire such securities are distributed to the holders of the Common Stock of the Company, and if at the time of such distribution the Optionee is an officer or employee of or consultant or adviser to the subsidiary, then, in each case, the Board shall provide either (a) that the Optionee shall thereafter be entitled upon exercise of the Option to receive, in addition to the shares of Common Stock or other securities receivable upon the exercise of the Option, the securities of the subsidiary that the Optionee would have been entitled to receive if the Option had been so exercised immediately prior to the record date for such distribution (and at the time of such distribution, the Company shall make appropriate reserves to insure the timely performance of the foregoing), or (b) that the Option Price shall be reduced (but not to less than the par value of the Common Stock) to the price determined by multiplying (i) the Option Price on the record date for determining stockholders entitled to receive such distribution by (ii) a fraction, the numerator of which is the result of such Option Price reduced by the value of such -2-

distribution applicable to one share of Common Stock (such value to be determined by the Board in its discretion) and the denominator of which is such Option Price. 6. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option is nontransferable by the Optionee, otherwise than by will or the laws of descent and distribution, and during the Optionee's lifetime is exercisable only by the Optionee. The Optionee shall have no rights as a stockholder with respect to the Option Shares until payment of the Option Price and delivery to the Optionee of such shares as herein provided. 7. RESTRICTIONS ON DISPOSITION. An Optionee who exercise an option by executing Appendix B may dispose of shares of Common Stock acquired as a result of this Agreement only as provided in Appendix B. 8. AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES. No later than the date of a first exercise of the Option, the Optionee will pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Option. The Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to the Optionee the amount of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Option. 9. INCENTIVE STOCK OPTION PLAN. The terms of the 1994 Plan are incorporated herein by reference. The Optionee acknowledges receipt of a copy of the 1994 Plan and agrees to be bound by the terms thereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed.
OPTIONEE LATIN AMERICAN CASINOS, INC.

----------------------------

By: --------------------------Lloyd Lyons President - 3 -

APPENDIX A

1. NAME OF OPTIONEE: ____________________ 2. TOTAL NUMBER OF OPTION SHARES: __________ 3. OPTION PRICE: $_________ For Incentive Stock option the option price must be at least fair market value of the Company's Share at the time of the option's issuance, or in the case of Incentive Stock Options for a Ten-Percent stockholder, 110% of fair market value. In determining whether an Optionee is a Ten-Percent Stockholder, the Optionee is considered to own: (a) the stock owned, directly or indirectly, by or for his brothers and sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants and (b) his proportional share of the stock owned, directly or indirectly, by a corporation, partnership trust or estate of which he is a stockholder, partner or beneficiary.

(See IRC 424(d).) 4. DATE OF GRANT: _________________ (This is the date of approval of the option by the Board of Directors.) 5. EXPIRATION DATE: _______________ (Must be within then years of grant; five years in the case of an Incentive Stock Option for a Ten-Percent Stockholder.) 6. VESTING: As specified in Section 2 of the Agreement. (For Incentive Stock Options, the product of the Option Price and the number of Option Shares for which options are first exercisable in any calendar year may not exceed $100,000. See Plan Paragraph 6 (f); IRC Section 422 (d).) 7. INCENTIVE STOCK OPTION: YES_____ NO__X__ (Indicate whether the option is intended to be an Incentive Stock Option under IRC Section 422.) -4-

APPENDIX B Latin American Casinos, Inc. 3909 N.E. 163rd Street Suite 202-B North Miami Beach, FL 33160 Dear Sirs: I hereby exercise an option to purchase the number of shares of Common Stock of Latin American Casinos, Inc. (the "Company") set forth below (the "Shares"), enclose herewith the aggregate purchase price for the Shares, and represent, warrant and agree as follows: 1. I am acquiring the Shares for investment and not with a view to resale or distribution thereof. I have no present intention of selling or otherwise disposing of all or any of such Shares, and am acquiring the Shares for my own account. No other person has a direct or indirect beneficial interest in the Shares. 2. I understand: that the Shares are not registered under the Securities Act of 1993 (the "Act"); that the Shares are being issued in reliance upon the provisions of Section 4(2) of the Act, exempting from the registration requirements of the Act transactions not involving any public offering; that the Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from such registration is available; and that the Company is under no obligation to register the Shares or to comply with any conditions required for an exemption from registration. 3. I agree not to sell any of the Shares without registration under applicable federal and state securities laws or an opinion of counsel satisfactory to the Company that registration is not required under the Act or any applicable state securities laws. I further consent to the placement of a restrictive legend on the certificates evidencing the Shares in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. -5-

4. Consistent with the foregoing, I further consent to issuance of stop-transfer instructions to the Company's transfer agent, if any, with respect to the Shares or the notation of stop-transfer instructions in appropriate records of the Company. Unless otherwise requested in instructions attached hereto, please issue the certificate representing the Shares in my name and deliver the certificate to: Name:____________________________________ Address:__________________________________

Social Security Number: ______________________ Number of Shares: __________ Aggregate Purchase Price $ _____________ Date: _____________________ Very truly yours, (Please Print Name) -6-

APPENDIX C Latin American Casinos, Inc. 3909 N.E. 163rd Street Suite 202-B North Miami Beach, FL 33160 Dear Sirs: I hereby exercise an option to purchase the number of shares of Common Stock of Latin American Casinos, Inc. (the "Company") set forth below (the "Shares"). The aggregate purchase price for the Shares is enclosed. Unless otherwise requested in instructions attached hereto, please issue the certificate representing the Shares in my name and deliver the certificate to: Name:____________________________________ Address:__________________________________

Social Security Number: ______________________
Number of Shares: __________ Date: _____________________ Very truly yours, Aggregate Purchase Price $ _____________

(Please Print Name)

Exhibit 10.5 BUSINESS LEASE THIS AGREEMENT, entered into this 9th day of Sept. 1998 between OSKA PARTNERSHIP hereinafter called the LESSOR, party of the first part, and LATIN AMERICAN CASINOS, INC. OF THE COUNTY OF DADE and State of FLORIDA hereinafter called the LESSEE or TENANT, party of the second part: WITNESSETH, That the said lessor does this day lease unto said lessee, and said lessee does hereby hire and take as tenant under said lessor 2000-04 N.E. 164TH STREET, N.M.B., FLORIDA, in the METRO SHOPPING CENTER situate in Dade County, Florida, to be used and occupied by the lessee as EXECUTIVE OFFICES AND CIGAR DISTRIBUTION AND SALES and for no other purposes or uses whatsoever, for the term of three years (3) subject and conditioned on the provisions of Clause ten of this lease beginning the FIRST day of October 1998, and ending the 30TH day of September 2001 at and for the agreed total rental of Seventy nine thousand two hundred ($79,200.00) Dollars, payable as follows: THE SUM OF TWENTY TWO HUNDRED ($2,200.00) DOLLARS WILL BE DUE AND PAYABLE UPON THE SIGNING OF THIS LEASE AND APPLIED TOWARDS THE MONTHLY AMOUNT DUE ON THE FIRST DAY OF OCTOBER 1998 AND LIKE SUM OF $2,200. WILL BE DUE AND PAYABLE ON THE FIRST DAY OF EACH SUCCESSIVE MONTH THEREAFTER UP TO AND INCLUDING THE FIRST DAY OF SEPTEMBER 2001. THE AFOREMENTIONED RENTAL IS TO BE PAID PLUS APPLICABLE FLORIDA SALES TAX AND OTHER CHARGES AND ASSESSMENTS PURSUANT TO CLAUSES CONTAINED IN THIS LEASE. All payments to be made to the lessor on the first day of each and every month in advance without demand at the office of SECURITY REALTY INVESTMENTS, INC. 15499 West Dixie Highway, North Miami Beach, Fl 33162 or at such other place and to such other person as the lessor may from time to time designate in writing. The following express stipulations and conditions are made a part of this lease and are hereby assented to by the lessee: FIRST: The lessee shall not assign this lease, nor sub-let the premises, or any part thereof nor use the same, or any part thereof nor permit the same, or any part thereof, to be used for any other purpose than as above stipulated, nor make any alterations therein, and all additions thereto, without the written consent of the lessor, and all additions, fixtures or improvements which may be made by lessee, except movable office furniture, shall become the property of the lessor and remain upon the premises as apart thereof, and be surrendered with the premises at the termination of this lease. SECOND: All personal property placed or moved in the premises above described shall be at the risk of the lessee or owner thereof, and lessor shall not be liable for any damage to said personal property, or to the lessee arising from the bursting or leaking of water pipes, or from any act of negligence of any co-tenant or occupants of the building or of any other person whomsoever. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 1

THIRD: That the tenant they shall promptly execute and comply with all statues, ordinances, rules, orders, regulations and requirements of the Federal, State and City Government and of any and all their Departments and Bureaus applicable to said premises, during said term; and shall also promptly comply with and execute all rules, orders and regulations of the applicable fire prevention codes for the prevention of fires, at their own cost and expense. FOURTH: In the event the premises shall be destroyed or so damaged or injured by fire or other casualty during the life of this agreement, whereby the same shall be rendered untenantable, then the lessor shall have the right to render said premises tenantable by repairs within ninety days therefrom. If said premises are not rendered tenantable within ninety days it shall be optional with either party hereto to cancel this lease. and in the event of cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. FIFTH: The prompt payment of the rent for said premises1 upon the dates named, and the faithful observance of the rules and regulations printed upon this lease, and which are hereby made a part of this covenant, and of such other and further rules or regulations as may be hereafter made, by the Lessor, are the conditions upon which the lease is made and accepted and any failure on the part of the lessee to comply with the terms of said lease, or any of said rules and regulations now in existence, or which may be hereafter prescribed by the lessor shall, at the option of the lessor, work a forfeiture of this contract, and all of the rights of the lessee hereunder. SIXTH: If the lessee shall abandon or vacate said premises before the end of the term of this lease, or shall suffer the rent to be in arrears, the lessor may, at his option, forthwith cancel this lease or he may enter said premises as the agent of the lessee, by force or otherwise, without being liable in any way therefor, and re-let the premises with or without any furniture that may be therein, as the agent of the lessee, at such price and upon such terms and for such duration of time as the lessor may determine, and receive the rent therefor, applying the same to the payment of the rent due by these presents, and if the full rental herein provided shall not be realized by lessor over and above the expenses to lessor in such re-letting, the said lessee shall pay any deficiency, and if more than the full rental is realized lessor will pay over to said lessee the excess of demand. SEVENTH: In the event of any litigation arising out of or in any way connected to this Lease agreement, the prevailing party shall be entitled to recover his reasonable attorneys fees incurred at any stage of litigation including, but not limited to, trial or appeal. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 2

EIGHTH: The lessee agrees that he will pay all charges for rent, gas, electricity or other illumination, and for all water used on said premises, and should said charges for RENT, ELECTRICITY or WATER herein provided for at any time remain due and unpaid after the space of five days after the same shall have become due, the lessor may at its option consider the said lessee to be a tenant at sufferance and the entire rent for the rental period then next ensuing shall at once be due and payable and may forthwith be collected by distress or otherwise. NINTH: The said lessee hereby pledges and assigns to the lessor all the furniture, fixtures, goods and chattels of said lessee, which shall or may be brought or put on said premises as security for the payment of the rent herein reserved and the lessee agrees that the said lien may be enforced by distress foreclosure or otherwise at the election of the said lessor, and does hereby agree to pay any and all reasonable attorneys fees which may be incurred, together with costs and charges therefore incurred or paid by the Lessor. TENTH: It is hereby agreed and understood between Lessor and Lessee that in the event the lessor decides to remodel, alter or demolish all or any part of the premises leased hereunder, or in the event of the sale or long term lease of all or any part of the premises; requiring this space, the Lessee hereby agrees to vacate same upon receipt of sixty (6O) days written notice and the return of any advance rental paid on account of this lease. ELEVENTH: The lessor or any of his agents, shall have the right to enter said premises during all reasonable hours, to examine the same to make such repairs, additions, or alterations as may be deemed necessary for the safety, comfort, or preservation thereof, or of said building, or to exhibit said premises, and to put or keep upon the doors or windows thereof a notice "FOR RENT" at any time within SIXTY (60) days before the 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. TWELFTH: Lessee hereby accepts the premises in the condition, order and repair as they are in 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 lessor immediately upon demand, any damage to, including but not limited to the following, water apparatus, electric lights or any fixtures, appliances or appurtenances of said premises, or of the building, caused by any act or neglect of lessee, or of any person or persons in the employ or under the control of the lessee. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 3

THIRTEENTH: It is expressly agreed and understood by and between the parties to this agreement, that the landlord shall not be liable for any damage or injury by water, which may be sustained by the said tenant or other person or for any other damage or injury resulting from the carelessness, negligence, or improper conduct on the part of any other tenant or agents, or employees, or by reason of the breakage, leakage, or obstruction of the water, sewer or soil pipes, or other leakage in or about the said building. FOURTEENTH: If the lessee shall become insolvent or if bankruptcy proceedings shall be begun by or against the lessee, before the end of said term the lessor is hereby irrevocably authorized at its option to forthwith cancel this lease as for a default. Lessor may elect to accept rent from such receiver, trustee, or other judicial officer during the term of their occupancy in their fiduciary capacity without effecting lessor's rights as contained in this contract, but no receiver, trustee or other judicial officer shall ever have any right, title or interest in or to the above described property by virtue of this contract. FIFTEENTH: Lessee hereby waives and renounces for himself and family any and all homestead and exemption rights he may have now, or hereafter, under or by virtue of the constitution and laws of the State of Florida or any other State or of the United States, as against the payment of said rental or any portion hereof, or any other obligation or damage that may accrue under the terms of this agreement. SIXTEENTH: This contract shall bind the lessor and its assigns or successors, and the heirs, assigns, personal representatives, or successors as the case may be, of the lessee. SEVENTEENTH: It is understood and agreed between the parties hereto that time is of the essence of this contract and this applies to all terms and conditions contained herein. EIGHTEENTH: It is understood and agreed between the parties hereto that written notice mailed or delivered to the premises leased hereunder shall constitute sufficient notice to the lessee and written notice mailed or delivered to the office of the lessor shall constitute sufficient notice to the lessor, to comply with the terms of this contract. NINETEENTH: The rights of the lessor under the foregoing shall be cumulative, and failure on the part of the lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said rights. TWENTIETH: It is further understood and agreed between the parties hereto that any charges against the lessee by the lessor for services or for work done on the premises by order of the lessee or otherwise accruing under this contract shall be considered as rent due and shall be included in any lien for rent due and unpaid. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 4

TWENTY-FIRST: It is hereby understood and agreed that any signs or advertising to be used, including awnings, in connection with the premises leased hereunder shall be first submitted to the lessor for approval before installation of same. TWENTY-SECOND: All glass, signs, front and rear doors, door closures and the interior of the premises including, but not limited to, air conditioning repairs, bathroom plumbing, are the responsibility of the Lessee, who shall make all repairs thereto at its sole cost and expense and lessee shall carry plate glass insurance and furnish Lessor with a Certificate of such coverage upon possession. TWENTY-THIRD: Lessor agrees not to unreasonably or arbitrarily withhold the consent required in Paragraph First, but Lessee shall continue to be liable for the payment of the rent and performance of all obligations of Lessee as herein contained. TWENTY-FOURTH: Lessee's rights under this lease are subject to any bonafide mortgage now or hereafter covering the leased premises and also subject to any underlying lease at anytime covering same. TWENTY-FIFTH: Lessee shall keep the leased premises and walks immediately adjacent thereto, in the front and rear, broom clean. Other public areas, including parking lot and landscaping are the responsibility of the Lessor, except where damage is thereto is done by the Lessee, its agents or representatives. Lessee further agrees to retain necessary exterminating services for the leased premises during the term of this lease. TWENTY-SIXTH: Lessee shall pay each month, in addition to the rent specified, any rental tax fixed by the law of the State of Florida, or the County of Dade, or a municipal subdivision thereof. TWENTY-SEVENTH: OPTION: Lessor agrees to grant to lessee a three (3) year option for renewal at the termination of this lease agreement. This option will be subject to the same terms and conditions as contained herein with the following exception: during the initial year of said option period there will be either a 5% or cost of living increase, whichever is greater, over the rental rate of the final year of this lease agreement. For the remaining 2 years of said option period there will be an annual cost of living increase, with a minimum of 3% and a maximum of 5%, subject to the same terms and conditions as set forth herein. LESSEE MUST NOTIFY LESSOR, IN WRITING, OF HIS INTENTION TO EXERCISE SAID OPTION 60 DAYS PRIOR TO THE TERMINATION OF THIS LEASE AGREEMENT. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 5

TWENTY-EIGHTH: THIS PARAGRAPH IS INTENTIONALLY OMITTED TWENTY-NINTH: It is further agreed that all trash pickups shall be in addition to base rent and shall be the obligation of the Lessee. The cost of trash and sewer shall be divided between all tenants and there will be a monthly charge to be included with rent. Currently such charge is $100.00 per month. In the event there is a raise in the monthly charge of trash removal or if lessee's trash causes additional increase due to his type of business generating more trash than average, then in that event, lessor has the right to raise lessee's monthly trash removal costs or in the alternative, lessor may request that lessee provide his own dumpster at lessee's own expense. THIRTIETH: Lessee shall carry public liability insurance in amounts not less than $100,000 for personal injuries for one claimant and $300,000 for personal injuries per occurrence and $25,000, for property damage, indemnifying the Lessee and Lessor against all claims and demands for which the Lessee may be liable under the terms of this agreement. A copy of such policy, or certificate thereof, with the endorsement or clause showing the interest of the Lessor, shall be delivered to the lessor within ten (10) days after the execution hereof; and such certificate or policy shall provide that the policy be non-cancellable with respect to Lessor without thirty (30) days prior written notice to Lessor. Lessee further agrees that it will indemnify and save harmless the Lessor from and against all loss, cost, damage, and expense, including reasonable attorney's fees arising out of or resulting from the use of the premises, occasioned by the negligence or other misconduct of the Lessee, its agents, contractors, employees, servants, invitees, or licensees. THIRTY-FIRST: Lessee represents that he has made an inspection of the premises and is fully familiar with the condition of the premises and is fully familiar with the condition thereof and that he accepts premises "as is". THIRTY-SECOND: All notices required to be sent in writing to Lessor by Certified Mail, shall be addressed to OSKA PARTNERSHIP, P.O. Box 69-4256, Miami, Florida 33269, or at such other place and to such other person as the lessor, may from time to time, designate by written notice; and to Lessee addressed to LLOYD LYONS, 2000-04 N.E. 164TH STREET, NORTH MIAMI BEACH, FLORIDA 33162. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 6

THIRTY-THIRD: The failure of either party to insist on strict performance of any covenants or condition herein contained, shall not be construed as a waiver of such covenant, condition or opinion in any other instance. This lease cannot be changed or terminated orally. THIRTY-FOURTH: The provisions of this lease shall be severable and should any provision, covenant, or portion thereof be declared invalid or unenforceable such invalidity or unenforcability, shall not effect the remaining provisions, covenants, or portions herein. THIRTY-FIFTH: "Lessee" and "Lessor" are used for singular and plural as context requires. THIRTY-SIXTH: Tenant is required to install a sign affixed to the fascia in accordance with the Metro Shopping Center's sign criteria. All exterior signs, whether presently painted upon the demised premises or affixed to the building, and such signs as may be painted or affixed to the demised premises in the future shall be maintained by the Lessee and at the expense of the Lessee, in such condition so as not to detract from the general appearance of the building. Lessor shall be the sole judge of the need for proper maintenance of said signs. Lessee hereby releases Lessor from any liability for water damage resulting from said sign. Tenant must obtain prior approval from the Landlord, and where applicable, County and/or City permit for such sign must be obtained before installation. THIRTY-SEVEN: Lessee may make no alterations to the premises without first submitting a complete plan for alterations to Lessor and obtaining Lessor's written approval and consent to such alteration, nor may Lessee erect or use any signs without Lessor's prior written approval. It is understood that once Lessor has given written approval that no change maybe made without submission of such changes to the Lessor and Lessor's prior written approval of such changes before they are implemented. THIRTY-EIGHTH: Lighting fixtures, roof sign and air conditioning are the property of the Lessor and in consideration of Lessee's having use of same, Lessee hereby agrees to be responsible for maintenance and repair thereof at its own cost and expense and hereby releases Lessor from any liability for water damage resulting from said sign and/or air conditioning system. THIRTY-NINTH: Lessee agrees not to part his motor vehicle, not to permit his employees to park their motor vehicles in front of any part of the entire building, it being agreed that employee parking facilities are at the east end of the rear parking lot only, if available. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 7

FORTIETH: Lessee shall within ten (10) days after notice from Lessor discharge of record any mechanic's lien for material or labor claimed to have furnished to the premises on Lessee's behalf. FORTY-FIRST: Whenever anything under this lease depends upon the prior consent or approval of Lessor, such consent or approval shall not be unreasonably withheld. FORTY-SECOND: The amount of $2,200.00 represents Security to the Lessor for the performance by the Lessee of the terms, conditions and agreements, contained in this lease and to be performed by the Lessee. If, at the expiration of this lease, the Lessee shall not be in default hereunder, and if the demised premises are surrendered in the same order and condition as when received, excepting only normal wear and tear, then Lessor shall return to lessee the amount of said security. The Security amount shall not draw interest nor be kept in a separate or segregated escrow account except as provided by law. FORTY-THIRD: Lessee shall not have the right to assign this lease or transfer this lease by the transfer of the corporate stock of a corporation. If Lessee at the time is a corporation, or sublet any portion of premises at any time during the term hereof or any extension thereof without the written consent of the Lessor. FORTY-FOURTH: The basic rental provided for herein shall, beginning with the rent payable on OCTOBER 1, 1999 and on the first day of OCTOBER of every year thereafter, during the term of this lease be adjusted higher and increased, based upon the percentage increase of a certain Cost of Living index, THERE WILL A MINIMUM ANNUAL INCREASE OF 3% AND A MAXIMUM ANNUAL INCREASE OF 5%, the basic rent payable for the current year shall be increased in direct proportion, AND WILL COINCIDE WITH THE ABOVE MINIMUM AND MAXIMUM to the increase in the Cost of Living index from the most recent month of the previous year to the most recent month of the current year. The Cost of Living index to be used is the "Consumer Price Index for all Urban Consumer (1967=100)- All items," published in the Monthly Labor Review of the Bureau of Labor Statistics of the United States Department of Labor. If the aforementioned Index becomes unavailable, the index to be used is the "Consumer Price Index" issued by the United States Department of Labor for the South Atlantic Group of States. In no event, however, shall the basic Rent for any year of the lease term be less than the Basic Rent for any preceding year of the lease term. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 8

FORTY-FIFTH: Lessee covenants not to introduce any hazardous or toxic materials onto the premises without A) first obtaining Lessor's written consent and B) complying with all applicable federal, state and local laws or ordinances pertaining to the transportation, storage, use or disposal or such materials, including but not limited to obtaining proper permits. If Lessee's transportation, storage, use or disposal of hazardous or toxic materials on the premises results in: 1) contamination of the soil or surface or ground water or 2) loss or damage to person(s) or property, then Lessee agrees to respond in accordance with the following paragraph FORTY-SIXTH: FORTY-SIXTH: Lessee agrees to: 1) notify Lessor immediately of any contamination, claim of contamination, loss or damage, 2) after consultation and approval of Lessor, to clean up the contamination in full compliance with all applicable statutes, regulations and standards, and 3) to indemnify, defend and hold Lessor harmless from and against any claims, suits, causes of action, appeals, costs and fees, including attorney's fees, arising from or connected with any such contamination, claim of contamination, loss or damage. This provision shall survive termination of this lease. FORTY-SEVENTH: RADON GAS: Lessee is hereby notified that radon gas 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 public health unit. RULES. REGULATIONS. AND CONDITIONS OF OCCUPANCY OF: Lessee agrees to abide by the following rules, regulations and conditions of occupancy: 1) That these rules, regulations, and conditions of occupancy shall go into effect immediately. 2) Lessee shall not allow its agents, employees, guests, invitees or other persons upon the premises, to litter the grounds. All litter shall be placed in the garbage dumpster or other trash receptacles provided. 3) All cars of the Lessee, their agents and employees shall be parked only in the parking area described in Paragraph THIRTY-NINTH. Parking on the grass, obstructing the garbage dumpsters, double parking and/or obstructing other cars is strictly prohibited. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 9

4) Wrecked motor vehicles, any motor vehicle that is inoperative for any reason, or any motor vehicle without current license plates, are not permitted to be parked in the parking areas or on any other property owned by the lessor. Upon notice by the lessor or its agents, such described motor vehicles shall be removed, repaired, or properly licensed immediately. If the lessee does not comply with said notice, the lessee further agrees that the lessor may have such vehicle removed at the lessees expense. 5) Lessee shall not conduct any activities outside of the leased unit other than the loading or unloading of merchandise and/or equipment in the ordinary course of business. 6) Lessee shall not display any merchandise or other materials outside of the leased unit. RISK OF LOSS The management only rents space to the Lessee and makes no representation or warranties concerning the security or safety of lessee's property located on the lessor's property. The lessee is specifically advised that no security system is proof against theft or loss and that the lessee is solely responsible for obtaining insurance sufficient to cover lessee's property. ALL RISK OF LOSS OR DAMAGE TO ANY OF LESSEES PROPERTY RESULTING FROM THEFT, FIRE, FLOOD OR ANY OTHER CASUALTY, ACT OF GOD, OR INTENTIONAL OR NEGLIGENT ACT OF A THIRD PARTY, IS SOLELY AND ENTIRELY ON THE LESSEE. THE LESSOR IS NOT A BAILEE, WAREHOUSEMEN OR INSURER OF LESSEE'S PROPERTY. THE RELATIONSHIP BETWEEN THE PARTIES IS ONE OF LESSOR AND LESSEE ONLY. THE LESSEE HEREBY RELEASES THE LESSOR FROM ANY AND ALL LIABILITY FOR LOSS OR DAMAGE TO CUSTOMERS PROPERTY. The Lessee takes the rented space "AS IS" and specifically acknowledges that the Lessor has made no representations or warranties concerning the security or safety of Lessee's property. The lessee acknowledges that the Lessor is not storing property on behalf of the Lessee, but is merely renting space to the Lessee. The Lessee acknowledges that he has inspected the premises and found them to be suitable for his purposes and accepts the same on an "AS IS" basis. Lessor: OSKA PARTNERSHIP Lessee: LATIN AMERICAN CASINOS Property Address: 2000-04 NE 164 Date: 30 Sept. 98 Initial:______ Page 10

EXCLUSIVE CONTROL The Lessee has sole and exclusive control over the rented space and the storage and care of any property placed in the rented space. The Lessee must provide his or her own lock and key and must keep the rented space locked even when empty. LATE CHARGES: Lessee agrees to pay all rents and sums provided to be paid to Lessor hereunder at the times and in the manner provided herein, and in the event Lessee fails to pay any sum required to be paid hereunder within TEN (10) working days of the due date, then there shall be added to such payment a "Late Charge" in the amount of ONE HUNDRED ($100.00) DOLLARS. ACCELERATION OF RENTAL-WHERE INSTALLMENT NOT PAID If Lessee shall fail to pay any month's installment of rent for a period of 30 days after the same becomes due and payable, then all the installments of rent for the whole term of this lease agreement shall at the option of the Lessor, or its assigns, become due and payable at once without demand. SPECIAL CLAUSES; Upon signing of this lease agreement, a Security Deposit in the amount of $ 2,200.00 and first months rent in the amount of 2,449.50 will be due and payable (TOTAL: $4,649.50) CURRENT MONTHLY AMOUNT DUE:
Rent:- $2,200.00 S.T.:149.50 Trash:100.00

Total:- $2,449.50 IN WITNESS WHEREOF, the parties hereto have hereunto executed this instrument for the purpose herein expressed, the day and year above written.
WITNESS: OSKA PARTNERSHIP

[SIGNATURE ILLEGIBLE] --------------------------

/s/ PHYLLIS MYERS -------------------------Lessor Phyllis Myers - Managing Partner LATIN AMERICAN CASINOS, INC. ----------------------------

[SIGNATURE ILLEGIBLE] --------------------------

/s/ LLOYD LYONS -------------------------LLOYD LYONS, CEO -------------------------As to Lessee Dated: 9/30/98 -------------

Page 11

ADDENDUM TO LEASE AGREEMENT This ADDENDUM is annexed to and forms a part of that certain Business Lease (the "Lease") dated as of the 30th day of September, 1998, OSKA Partnership (hereinafter sometimes referred to as "Lessor") and Latin American Casinos, Inc. (hereinafter sometimes referred to as "Lessee"). 1. ADDENDUM TAKES PRECEDENCE. In the event of any conflict between the terms and provisions of this Addendum and the terms and provisions of the Lease to which this Addendum is annexed, the terms and provisions of this Addendum shall take precedence. 2. WORK BY LESSOR AND LESSEE. Lessee shall present a space plan to Lessor for Lessor's approval, of which interior walls may be removed by Lessee with permit. Upon the lease being signed, Lessee shall be permitted to remove the walls agreed upon, at Lessee's expense. Lessor agrees to do the following work at Lessor's expense: (a) Air conditioning unit or units are to be in good working order and condition. (b) Existing lighting fixtures are to be in good working order and condition. (c) Existing lighting fixtures are to have all bulbs working. (d) Plumbing in bathrooms are to be in good working order and condition. (e) Premises are to be clean and the carpets are to be steamed cleaned. 3. OCCUPANCY. Lessee shall be permitted to occupy the premises prior to November 1, 1998 free of rent or other charge. Lessee's occupancy shall not unreasonably interfere with Lessor's work. 4. MAINTENANCE. Lessor shall, at its sole cost and expense, make all repairs to the foundation, exterior weight bearing walls (excluding all doors, windows, plate glass and show cases), the roof of the building, and that part of the electrical, plumbing and water and sewer lines outside the of the premises, providing, however, that such damage is not caused by the negligence of Lessee or Lessee's agents. 5. ACCESS BY LESSOR. Access by Lessor to the premises shall only be upon reasonable notice to Lessee, except in the case of an emergency. 6. DESTRUCTION OF PREMISES. With respect to paragraph fourth of the Lease, the rental and other charges under the Lease shall be abated during any period that the premises are

untenantable. To the extent any damage renders the premises partially untenantable, the rental and other charges under the least shall be partially abated during any such period. 7. NO HAZARDOUS MATERIALS. Lessor agrees that Lessee is not responsible for any hazardous wastes and/or materials in, on, under or about the premises prior to the day of this Lease. IN WITNESS WHEREOF, Lessor and Lessee have executed this Addendum as of the day and year first above written. Signed, sealed and delivered in the presence of:
/s/ [SIGNATURE ILLEGIBLE] ---------------------------Lessor: OSKA PARTNERSHIP

(SIGNATURE ILLEGIBLE) ----------------------------

By: /s/ PHYLLIS MYERS ----------------------------------LESSOR: /s/ PHYLLIS MYERS LESSEE: LATIN AMERICAN CASINOS, INC.

(SIGNATURE ILLEGIBLE) ----------------------------

By: /s/ LLOYD LYONS ----------------------------------LLOYD LYONS, CEO

(SIGNATURE ILLEGIBLE) ----------------------------

Exhibit 10.6 AGREEMENT THIS AGREEMENT is made this 12 day of July, 1998, between WORLD'S BEST RATED CIGAR COMPANY, a Florida corporation ("Buyer"), whose address is 3941 N.E. 163rd Street, North Miami Beach, Florida 33160, and TABACELERA PANAMERICANA Y DEL CARIBE SA ("Seller"), whose address is HOTEL EL MESON 1C. AL ESTE ESTELI NIC. CENTRO AMERICA. WITNESSETH: WHEREAS, Seller has agreed to manufacture and sell cigars to Buyer ("Cigars") in accordance with Buyer's requirements as set forth by Buyer from time to time. NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. RECITALS OF FACTS. The foregoing recitals of facts are true and correct and are hereby incorporated into this Agreement. 2. REQUIREMENTS. Seller agrees to manufacture and sell Cigars to Buyer based on Buyer's stated purchase requirements from time to time. All Cigars shall be manufactured and sold in accordance with the standards and specifications set forth herein and shall be of the highest quality. 3. TYPE OF CIGARS; PRICING. The type of Cigar and the price to be charged by Seller to Buyer for each type of Cigar is set forth on Schedule "A" attached hereto and made a part hereof. Payment shall be in U.S. Dollars unless otherwise agreed to by Buyer and Seller. 4. TERM. The term of this Agreement shall be for a period of ten (10) years, subject to the right of Buyer to cancel this Agreement upon at least sixty (60) days prior written notice to Seller at any time and for any reason (or no reason). 5. QUALITY AND SPECIFICATIONS. Seller has agreed to deliver Cigars meeting the following minimum quality standards and specifications: o All Cigars shall use long leaf tobacco. o All Cigars shall be hand rolled. o All Cigars shall be of the highest quality tobacco and shall be of no lesser quality than the highest premium grade offered by Seller to any other party.

o The filler used in the Cigars shall be of the highest premium grade and shall be of no lesser quality than the highest premium grade offered by Seller to any other party. o The parchment wrapping for the Cigars shall be of such quality as Buyer shall direct. o Seller will label the Cigars with such labeling as Buyer may direct. o Cigars shall be individually packaged by the Seller in cellophane and properly packaged and boxed for shipping. 6. INVENTORY. So as to ensure that Cigars are available for Buyer's orders, as and when placed by Buyer, Seller agrees to keep available in its in inventory at all times at least 200,000 of each of the Cigars listed on Schedule A attached hereto. All inventory shall be kept in a properly regulated humidor. 7. PAYMENT TERMS. Payment for each order shall be as follows: A. As and when the order is placed, Buyer shall pay to Seller twenty-five percent (25%) of the amount due for the order; B. Fifty percent (50%) of the amount of the order shall be due and payable at the time of shipping by Seller; and C. The remaining twenty-five percent (255) of the order shall be due upon receipt of the Cigar order by Buyer. It is understood that Seller shall have no right to retain payment for any Cigars which do not meet the minimum standards and specifications set forth herein and, upon demand, any non-conforming Cigars shall be immediately replaced by Seller at Seller's cost, with Seller fully responsible for all costs associated with shipping and delivery of same to Buyer. If not immediately replaced, any monies previously paid for non-conforming Cigars shall be promptly reimbursed to Buyer. Buyer reserves the right to declare Cigars as non-conforming at any time, and neither acceptance of possession by Buyer or prior payment by Buyer shall be deemed to restrict Buyer's rights in this respect. 8. SHIPPING: RISK OF LOSS. Seller shall be responsible for delivery and cost of expense of delivery of the Cigars to a shipper designated by Buyer. From and after delivery of the Cigars to the shipper, Buyer bears the risk of loss. 9. CUSTOMS. Buyer shall be responsible to pay customs and import and export taxes, if any, pertaining to the Cigars. 2

10. TIMING OF DELIVERY. All orders shall be fulfilled by Seller and delivered for shipping to buyer no later than thirty (30) days of the date that an order is placed. All Cigars used by Seller from its inventory to fulfill any order shall be of the same quality and standards set forth above. Buyer shall have the first right of access to any such inventory maintained by Seller if necessary to satisfy Buyer's purchasing requirements form time to time. 11. INFORMATION ON OTHER MANUFACTURERS. To the extent legally permitted, Seller agrees to provide Buyer with information on other purchasers form Seller. 12. OPTION TO PURCHASE. Buyer is hereby granted an Option to Purchase the plantation and/or Cigar factory of Seller. The parties agree to enter into good faith negotiations in order to establish the terms of said option to purchase. The Option to Purchase, once agreed to, shall be documented in a form reasonably satisfactory to Buyer. 13. DEFAULTS AND REMEDIES. In the event of default by either party hereunder, the parties hereto shall have all rights and remedies available under law, by statute or otherwise, subject to the arbitration provision set forth below. Prior to declaring any party in default, the non-defaulting party shall provide the defaulting party with written notice of default with no less than 10 days to cure the default. In addition to all other remedies available to Buyer, if Seller fails to meet the requirements specified by buyer for any cigar order, or if the Seller otherwise fails to perform any other provision of this agreement, then buyer may make or procure, upon such terms and in such manner as buyer deems appropriate, Cigars meeting Buyer's specifications through another party. In such event, Seller shall be liable to buyer for all reasonable costs caused by such failure which Buyer incurs during the time Buyer is without its Cigars and for any excess costs of Cigars above the price as stated herein. 14. LIMIT OF AUTHORITY. Both parties are independent contractors and this Agreement does not constitute either party as the legal representative of the other for any purpose whatsoever. Neither party has authority to assume or create any obligation whatsoever, express or implied, on behalf of or in the name of the other party in any manner whatsoever. 15. ARBITRATION OF DISPUTES. Any dispute, controversy or breach arising out of or relating to this Agreement, shall be settled by arbitration to be held in the City of Miami, Dade County Florida before a single arbitrator in accordance with the rules then in effect of the American Arbitration Association or any successor thereto. The arbitrator may impose damages, grant injunctions or grant other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction of the Florida courts for this purpose. In such arbitration, the parties waive personal service of any process of other papers and agree that service thereof may be made in accordance with the notice provisions of this Agreement. The non-prevailing party in such arbitration shall pay all of the reasonable attorneys' fees and costs of the prevailing party, including any appeal thereof, with the proviso, however, that each party shall pay one-half of the fees separately charged by the arbitrator. 3

16. GOVERNING LAW. This Agreement shall be governed by enforced and construed in accordance with the laws of the State of Florida. 17. MISCELLANEOUS. This Agreement and the terms and provisions hereof may only be changed, waived or discharged by an instrument in writing signed by the parties hereto. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof and no party hereto has made any representation or warranty or covenant in connection with the matters set forth herein except as expressly stated herein. All the terms of this Agreement shall be binding upon the respective personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of and be enforceable by the parties hereto, and their respective personal representatives, successors and assigns. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one agreement. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement, and the Agreement shall otherwise remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
In the presence of: BUYER: WORLD'S BEST RATED CIGAR COMPANY, A Florida corporation

/s/ DONALD D. SCHIFFOUR -------------------------Donald D. Schiffour

By:/s/ LLOYD LYONS -------------------------Lloyd Lyons, President

/s/ GERALDINE LYONS -------------------------Geraldine Lyons

SELLER: /s/ TAPACASA --------------------------------------

/s/ RONNIE LYONS -------------------------Ronnie Lyons /s/ FELIX PEDRO FLORES -------------------------Felix Pedro Flores

By: /s/ PEDRO RAMOS, GERENTE PRES. ----------------------------------Pedro Ramos, Gerente Pres.

EXHIBITS: A- Type of Cigar and Pricing 4

PROGRAMA "A"
PRECIOS DE LOS CIGARROS NOMBRE -----# 1 Robusto # 2 Panetela esp. # 3 Toro # 4 Torpedo # 5 Churchill # 6 Presidente TAMANO -----(5 x 50 ) (38 x 6 ) (6 x 50 ) (6.5 x 54) (7 x 48 ) (52 x 7.5) PRECIO -----**** **** **** **** **** ****

100% cuban seede, long filler, hand made Cigars.

* Confidential portions of this Exhibit have been omitted and filed separately with the Commission pursuant to a request for Confidential Treatment.

Exhibit 10.7 AGREEMENT THIS AGREEMENT is made this 20 day of JULY, 1998, between WORLD'S BEST RATED CIGAR COMPANY, a Florida corporation ("Buyer"), whose address is 3941 N.E. 163'rd. Street, North Miami Beach, Florida 33160, and TABACOS DE ORIENTE ("SELLER"), whose address is (Illegible), Honduras. W I T N E S S E T H: WHEREAS, Seller has agreed to manufacture and sell cigars to Buyer ("Cigars") in accordance with the Buyer"s requirements as set forth by Buyer from time to time. NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars of which are hereby acknowledged, the parties agree as follows: 1. RECITALS OF FACTS. The foregoing recitals of facts are true and correct and are hereby incorporated into this Agreement. 2. REQUIREMENTS. Seller agrees to manufacture and sell Cigars to Buyer based on Buyer's stated purchase requirements from time to time. All Cigars shall be manufactured and sold in accordance with the standards and specifications set forth herein and shall be of the highest quality. 3. TYPE OF CIGARS; PRICING. The type of Cigar and the price to be charged by Seller to Buyer for each type of Cigar is set forth on Schedule "A" attached hereto and made a part of hereof. Payment shall be in U.S. Dollars uniess otherwise agreed to by Buyer and Seller. 4. TERM. The term of this Agreement shall be for a period of ten (10) years, subject to the right of Buyer or Seller to cancel this Agreement upon at least (60) days prior By written notice at any time and for any time and for any reason (or no reason). 5. QUALITY AND SPECIFICATIONS. Seller has agreed to deliver Cigars meeting the following minimum quality standards and specifications: o All Cigars shall use long leave tobacco. o All Cigars shall be hand rolled. o All Cigars shall be of the highest quality tobacco and shall be of no lesser quality than the highest premium grade offered by Seller to any other party.

-2o The filler used in the Cigars shall be of the highest premium grade and shall be of no lesser quality than the highest premium grade offered by the Seller to any other party. o The parchment wrapping for the Cigars shall be of such quality as Buyer shall direct. o Cigars shall be individually packaged by the Seller in cellophane and properly packaged and boxed for shipping. 6. INVENTORY. So as to ensure that the Cigars are available for Buyer's orders, as and when placed by Buyer, Seller agrees to keep available in its inventory at all times tobacco in sufficient amounts to make at least 200,000 of each of the Cigars listed on Schedule A attached hereto. All inventory shall be kept in a properly regulated humidor. 7. PAYMENT TERMS. Payment for each order shall be as follows: A. As and whether the order is placed, Buyer shall pay to Seller fifty percent (50%) of the amount due for that order; B. Fifty percent (50%) of the amount of the order shall be due and payable at the time of shipping by Seller. It is understood that Seller shall have no right to retain payment for any Cigars which do not meet the minimum standards and specifications set forth herein and, upon demand, any non-conforming Cigars shall be immediately replaced by Seller's cost. If not immediately replaced, any monies previously paid for non-conforming Cigars shall be promptly reimbursed to Buyer. Buyer has the right to employ and place in the factory of Seller, at all times, A supervisor to inspect all cigars prior to packaging and to classify the same as acceptable or nonacceptable, Before shipment of the Cigars. 8. SHIPPING: RISK OF LOSS. Seller shall be responsible for delivery and cost of expense of delivery of the Cigars to a shipper designated by Buyer, F.O.B. Managua or F.O.B. Tegucigalpa, depending on Country of origin. From and after delivery of the Cigars to the shipper, Buyer bears the risk of loss. 9. CUSTOMS. Buyer shall be responsible to pay customs and export taxes, if any, pertaining to the Cigars.

10. TIMING OF DELIVERY. All orders shall be fulfilled by Seller and delivered for shipping to Buyer no later than thirty (30) days of the date that an order is placed. All Cigars used by Seller from its inventory to fulfill any order shall be of the same quality and standards set forth above. Buyer shall have the first right of access to any such inventory maintained by Seller if necessary to satisfy Buyer's purchasing requirements from time to time. 11. INFORMATION ON OTHER MANUFACTURERS. To the extent legally permitted, Seller agrees to provide Buyer with information on other purchasers from SELLER. 12. OPTION TO PURCHASE. Buyer is hereby granted a Option to Purchase the plantation and/or Cigar factory of SELLER. The parties agree to enter into good faith negotiations in order to establish the terms of said option to purchase. The Option to Purchase, once agreed to, shall be documented in a form reasonably satisfactory to Buyer. 13. DEFAULTS and REMEDIES. In the event of default by either party hereunder, the parties hereto shall have all rights and remedies available under law, by statute or otherwise, subject to the arbitration provision set forth below. Prior to declaring any party in default, the non-defaulting party shall provide the defaulting party with written notice of default with no less than 10 days to cure the default. In addition to all other remedies available to buyer, if Seller fails to meet the requirements specified by Buyer for any Cigar order, or if the Seller otherwise fails to perform any other provision of this agreement, then Buyer may make or procure, upon such terms and in such manner as Buyer deems appropriate, Cigars meeting Buyer's specifications through another party. 14. LIMIT OF AUTHORITY. Both parties are independent contractors and this Agreement does not constitute either party as the legal representative of the other for any purpose whatsoever. Neither party has authority to assume or create any obligation whatsoever, express or implied, on behalf of or in the name of the other party, nor to bind the other party in any manner whatsoever. 15. ARBITRATION DISPUTES. Any dispute, controversy or breach arising out of or related to this Agreement, shall be settled by arbitration to be held in the City of Miami, Dade County, Florida before a single arbitrator in accordance with the rules then in effect of the American Arbitration Association or any successor thereto. The arbitrator may impose damages, grant injunctions or grant other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. Judgement may be entered on the arbitrator's decision in any court having jurisdiction, and the parties irrevocably consent to the jurisdiction of the Florida courts for this purpose. In such arbitration, the parties waive personal service of any process or other papers and agree that service thereof may be made in accordance with the notice provisions of this Agreement. The non-prevailing party, including any appeal thereof, with the proviso, however, that each party shall pay one-half of the fees separately charged by the arbitrator. 3

16. GOVERNING LAW. This Agreement shall be governed by, enforced and construed in accordance. with the laws of the State of Florida. 17. MISCELLANEOUS. This Agreement and the terms and provisions hereof may only be change, waived or discharged by an instrument in writing signed by the parties hereto. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof and no party hereto has made any representation or warranty or covenant in connection with the matters set forth herein except as expressly stated herein. All the terms of this Agreement shall be binding upon the respective personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of and enforceable by the parties hereto, and their respective personal representatives, successors and assigns. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one agreement. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement, and the Agreement shall otherwise remain in full force and effect. IN WITNESS WHEREOF, the parts have executed this Agreement as of the day and year first above written.
In the presence of: Buyer: WORLD'S BEST RATED Cigar COMPANY, a FLORIDA corporation /s/ DONALD SCHIFFOUR --------------------------DONALD SCHIFFOUR BY: /s/ LLOYD LYONS ---------------------------------------LLOYD LYONS President

/s/ GERALDINE LYONS --------------------------GERALDINE LYONS SELLER: /s/ DIRECTOR TABACOS DE ORIENTE -----------------------------------TABACOS DE ORIENTE /s/ RONNIE LYONS --------------------------RONNIE LYONS BY: /s/ GILBERTO OLIVA ---------------------------------------GILBERTO OLIVA

EXHIBITS: A - Type of Cigar and Pricing 4

PROGRAMA "A" PRECIOS DE LOS CIGARROS
NOMBRE -----Robusto Corona Churchill Corona Grande Presidente Torpedo ---------TAMANO -----50x5 42x6 50x7 44x7 52x8 52x6 1/2 PRECIO -----*** *** *** *** *** ***

* Confidential portions of this Exhibit have been omitted and filed separately with the Commission pursuant to a request for Confidential Treatment.

Exhibit 10.8 Agreement THIS Agreement is made this 20 day of JULY, 1998, between WORLD'S BEST RATED CIGAR COMPANY, a Florida corporation ("Buyer"), whose address is 3941 N.E. 163'rd. Street, North Miami Beach, Florida 33160, and TABACOS DEL CARIBE ("Seller"), whose address is BARRIO EL SARZAL DANLI EL PARAISO. W I T N E S S E T H: WHEREAS, Seller has agreed to manufacture and sell cigars to Buyer ("Cigars") in accordance with the Buyer"S requirements as set forth by Buyer from time to time. NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars of which are hereby acknowledged, the parties agree as follows: 1. RECITALS OF FACTS. The foregoing recitals of facts are true and correct and are hereby incorporated into this Agreement. 2. REQUIREMENTS. Seller agrees to manufacture and sell Cigars to Buyer based on Buyer'S stated purchase requirements from time to time. All Cigars shall be manufactured and sold in accordance with the standards and specifications set forth herein and shall be of the highest quality. 3. TYPE OF CIGARS; PRICING. The type of Cigar and the price to be charged by Seller to Buyer for each type of Cigar is set forth on Schedule "A" attached hereto and made a part of hereof. Payment shall be in U.S. Dollars uniess otherwise agreed to by Buyer and Seller. 4. TERM. The term of this Agreement shall be for a period of ten (10) years, subject to the right of Buyer or Seller to cancel this Agreement upon at least (60) days prior BY written notice at any time and for any time and for any reason (or no reason). 5. QUALITY AND SPECIFICATIONS. Seller has agreed to deliver Cigars meeting the following minimum quality standards and specifications: o All Cigars shall use long leave tobacco. o All Cigars shall be hand rolled. o All Cigars shall be of the highest quality tobacco and shall be of no lesser quality than the highest premium grade offered by Seller to any other party.

-2o The filler used in the Cigars shall be of the highest premium grade and shall be of no lesser quality than the highest premium grade offered by the Seller to any other party. o The parchment wrapping for the Cigars shall be of such quality as Buyer shall direct. o Cigars shall be individually packaged by the Seller in cellophane and properly packaged and boxed for shipping. 6. INVENTORY. So as to ensure that the Cigars are available for Buyer'S orders, as and when placed by Buyer, Seller agrees to keep available in its inventory at all times tobacco in sufficient amounts to make at least 200,000 of each of the Cigars listed on Schedule A attached hereto. All inventory shall be kept in a properly regulated humidor. 7. PAYMENT TERMS. Payment for each order shall be as follows: A. As and whether the order is placed, Buyer shall pay to Seller fifty percent (50%) of the amount due for that order; B. Fifty percent (50%) of the amount of the order shall be due and payable at the time of shipping by Seller. It is understood that Seller shall have no right to retain payment for any Cigars which do not meet the minimum standards and specifications set forth herein and, upon demand, any non-conforming Cigars shall be immediately replaced by Seller'S cost. If not immediately replaced, any monies previously paid for non-conforming Cigars shall be promptly reimbursed to Buyer. Buyer has the right to employ and place in the factory of Seller, at all times, A supervisor to inspect all cigars prior to packaging and to classify the same as acceptable or nonacceptable, before shipment of the Cigars. 8. SHIPPING: RISK OF LOSS. Seller shall be responsible for delivery and cost of expense of delivery of the Cigars to a shipper designated by Buyer, F.O.B. Managua or F.O.B. Tegucigalpa, depending on Country of origin. From and after delivery of the Cigars to the shipper, Buyer bears the risk of loss. 9. CUSTOMS. Buyer shall be responsible to pay customs and export taxes, if any, pertaining to the Cigars.

-310. TIMING OF DELIVERY. All orders shall be fulfilled by Seller and delivered for shipping to Buyer no later than thirty (30) days of the date that an order is placed. All Cigars used by Seller from its inventory to fulfill any order shall be of the same quality and standards set forth above. Buyer shall have the first right of access to any such inventory maintained by Seller if necessary to satisfy Buyer'S purchasing requirements from time to time. 11. INFORMATION ON OTHER MANUFACTURERS. To the extent legally permitted, Seller agrees to provide Buyer with information on other purchasers from Seller. 12. OPTION TO PURCHASE. Buyer is hereby granted a Option to Purchase the plantation and/or Cigar factory of Seller. The parties agree to enter into good faith negotiations in order to establish the terms of said option to purchase. The Option to Purchase, once agreed to, shall be documented in a form reasonably satisfactory to Buyer. 13. DEFAULTS and REMEDIES. In the event of default by either party hereunder, the parties hereto shall have all rights and remedies available under law, by statute or otherwise, subject to the arbitration provision set forth below. Prior to declaring any party in default, the non-defaulting party shall provide the defaulting party with written notice of default with no less than 10 days to cure the default. In addition to all other remedies available to buyer, if Seller fails to meet the requirements specified by Buyer for any Cigar order, or if the Seller otherwise fails to perform any other provision of this agreement, then Buyer may make or procure, upon such terms and in such manner as Buyer deems appropriate, Cigars meeting Buyer'S specifications through another party. 14. LIMIT OF AUTHORITY. Both parties are independent contractors and this Agreement does not constitute either party as the legal representative of the other for any purpose whatsoever. Neither party has authority to assume or create any obligation whatsoever, express or implied, on behalf of or in the name of the other party, nor to bind the other party in any manner whatsoever. 15. ARBITRATION DISPUTES. Any dispute, controversy or breach arising out of or related to this Agreement, shall be settled by arbitration to be held in the City of Miami, Dade County, Florida before a single arbitrator in accordance with the rules then in effect of the American Arbitration Association or any successor thereto. The arbitrator may impose damages, grant injunctions or grant other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. Judgement may be entered on the arbitrator's decision in any court having jurisdiction, and the parties irrevocably consent to the jurisdiction of the FLORIDA courts for this purpose. In such arbitration, the parties waive personal service of any process or other papers and agree that service thereof may be made in accordance with the notice provisions of this Agreement. The non-prevailing party, including any appeal thereof, with the proviso, however, that each party shall pay one-half of the fees separately charged by the arbitrator. 3

16. GOVERNING LAW. This Agreement shall be governed by, enforced and construed in accordance. with the laws of the State of Florida. 17. MISCELLANEOUS. This Agreement and the terms and provisions hereof may only be change, waived or discharged by an instrument in writing signed by the parties hereto. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof and no party hereto has made any representation or warranty or covenant in connection with the matters set forth herein except as expressly stated herein. All the terms of this Agreement shall be binding upon the respective personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of and enforceable by the parties hereto, and their respective personal representatives, successors and assigns. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one agreement. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement, and the Agreement shall otherwise remain in full force and effect. IN WITNESS WHEREOF, the parts have executed this Agreement as of the day and year first above written.
In the presence of: Buyer: WORLD'S BEST RATED CIGAR COMPANY, a FLORIDA corporation /s/ DONALD SCHIFFOUR --------------------------DONALD SCHIFFOUR BY: /s/ LLOYD LYONS ---------------------------------------LLOYD LYONS President

/s/ GERALDINE LYONS --------------------------GERALDINE LYONS SELLER: /s/ TABACOS DEL CARIBE -----------------------------------TABACOS DEL CARIBE BY: /s/ EVELIO OVIEDO, Director --------------------------------------EVELIO OVIEDO EXHIBITS: A - Type of Cigar and Pricing

4

PROGRAMA "A" TABACOS DEL CARIBE -------------------------------------------------------------------------------APARTADO NO.33 DANLI, EL PARAISO HONDURAS, C.A. CONRADO PLASENCIA TELEFAX: 883-2413 TELEFONO:883-2286 E-mail:castillo1@optinet.hn

DANLI, 19 DE JUNIO DE 1998

TO: MR. LLOYD LYONS FROM: CONRADO PLASENCIA THIS THE SAMPLE FOR NATURAL TOBBACO PROPOUSAL
1 2 3 4 5 6 TROPEDO PRESIDENTE ROBUSTO CHURCHILL CORONA No 4 54/36X6 52X8-1/2 50X5 49X7 44X6 42X5-1/2 ****** ****** ****** ****** ****** ******

EAGLE NATIONAL BANK OF MIAMI MI.CC. OFFICE 1200 NORTHWEST 78TH AVE MIAMI, FLORIDA 33126 ACCOUNT NO. 066006349/2210030/26

* Confidential portions of this Exhibit have been omitted and filed separately with the Commission pursuant to a request for Confidential Treatment.

Exhibit 10.9 AGREEMENT THIS AGREEMENT is made this 12 day of JULY, 1998, between WORLD'S BEST RATED CIGAR COMPANY, a Florida corporation ("Buyer"), whose address is 3941 N.E. 163'rd. Street, North Miami Beach, Florida 33160, and TACUNISA ("Seller"), whose address is BANIC 1C ESTE OCOTAL N.S. NICARAGUA. W I T N E S S E T H: WHEREAS, Seller has agreed to manufacture and sell cigars to Buyer ("Cigars") in accordance with the Buyer"S requirements as set forth by Buyer from time to time. NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars of which are hereby acknowledged, the parties agree as follows: 1. RECITALS OF FACTS. The foregoing recitals of facts are true and correct and are hereby incorporated into this Agreement. 2. REQUIREMENTS. Seller agrees to manufacture and sell Cigars to Buyer based on Buyer'S stated purchase requirements from time to time. All Cigars shall be manufactured and sold in accordance with the standards and specifications set forth herein and shall be of the highest quality. 3. TYPE OF CIGARS; PRICING. The type of Cigar and the price to be charged by Seller to Buyer for each type of Cigar is set forth on Schedule "A" attached hereto and made a part of hereof. Payment shall be in U.S. Dollars uniess otherwise agreed to by Buyer and Seller. 4. TERM. The term of this Agreement shall be for a period of ten (10) years, subject to the right of Buyer or Seller to cancel this Agreement upon at least (60) days prior BY written notice at any time and for any time and for any reason (or no reason). 5. QUALITY AND SPECIFICATIONS. Seller has agreed to deliver Cigars meeting the following minimum quality standards and specifications: o All Cigars shall use long leave tobacco. o All Cigars shall be hand rolled. o All Cigars shall be of the highest quality tobacco and shall be of no lesser quality than the highest premium grade offered by Seller to any other party.

-2o The filler used in the Cigars shall be of the highest premium grade and shall be of no lesser quality than the highest premium grade offered by the Seller to any other party. o The parchment wrapping for the Cigars shall be of such quality as Buyer shall direct. o Cigars shall be individually packaged by the Seller in cellophane and properly packaged and boxed for shipping. 6. INVENTORY. So as to ensure that the Cigars are available for Buyer'S orders, as and when placed by Buyer, Seller agrees to keep available in its inventory at all times tobacco in sufficient amounts to make at least 200,000 of each of the Cigars listed on Schedule A attached hereto. All inventory shall be kept in a properly regulated humidor. 7. PAYMENT TERMS. Payment for each order shall be as follows: A. As and whether the order is placed, Buyer shall pay to Seller fifty percent (50%) of the amount due for that order; B. Fifty percent (50%) of the amount of the order shall be due and payable at the time of shipping by Seller. It is understood that Seller shall have no right to retain payment for any Cigars which do not meet the minimum standards and specifications set forth herein and, upon demand, any non-conforming Cigars shall be immediately replaced by Seller'S cost. If not immediately replaced, any monies previously paid for non-conforming Cigars shall be promptly reimbursed to Buyer. Buyer has the right to employ and place in the factory of Seller, at all times, A supervisor to inspect all cigars prior to packaging and to classify the same as acceptable or nonacceptable, before shipment of the Cigars. 8. SHIPPING: RISK OF LOSS. Seller shall be responsible for delivery and cost of expense of delivery of the Cigars to a shipper designated by Buyer, F.O.B. Managua or F.O.B. Tegucigalpa, depending on Country of origin. From and after delivery of the Cigars to the shipper, Buyer bears the risk of loss. 9. CUSTOMS. Buyer shall be responsible to pay customs and export taxes, if any, pertaining to the Cigars.

10. TIMING OF DELIVERY. All orders shall be fulfilled by Seller and delivered for shipping to Buyer no later than thirty (30) days of the date that an order is placed. All Cigars used by Seller from its inventory to fulfill any order shall be of the same quality and standards set forth above. Buyer shall have the first right of access to any such inventory maintained by Seller if necessary to satisfy Buyer'S purchasing requirements from time to time. 11. INFORMATION ON OTHER MANUFACTURERS. To the extent legally permitted, Seller agrees to provide Buyer with information on other purchasers from Seller. 12. OPTION TO PURCHASE. Buyer is hereby granted a Option to Purchase the plantation and/or Cigar factory of Seller. The parties agree to enter into good faith negotiations in order to establish the terms of said option to purchase. The Option to Purchase, once agreed to, shall be documented in a form reasonably satisfactory to Buyer. 13. DEFAULTS AND REMEDIES. In the event of default by either party hereunder, the parties hereto shall have all rights and remedies available under law, by statute or otherwise, subject to the arbitration provision set forth below. Prior to declaring any party in default, the non-defaulting party shall provide the defaulting party with written notice of default with no less than 10 days to cure the default. In addition to all other remedies available to buyer, if Seller fails to meet the requirements specified by Buyer for any Cigar order, or if the Seller otherwise fails to perform any other provision of this agreement, then Buyer may make or procure, upon such terms and in such manner as Buyer deems appropriate, Cigars meeting Buyer'S specifications through another party. 14. LIMIT OF AUTHORITY. Both parties are independent contractors and this Agreement does not constitute either party as the legal representative of the other for any purpose whatsoever. Neither party has authority to assume or create any obligation whatsoever, express or implied, on behalf of or in the name of the other party, nor to bind the other party in any manner whatsoever. 15. ARBITRATION DISPUTES. Any dispute, controversy or breach arising out of or related to this Agreement, shall be settled by arbitration to be held in the City of Miami, Dade County, Florida before a single arbitrator in accordance with the rules then in effect of the American Arbitration Association or any successor thereto. The arbitrator may impose damages, grant injunctions or grant other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. Judgement may be entered on the arbitrator's decision in any court having jurisdiction, and the parties irrevocably consent to the jurisdiction of the FLORIDA courts for this purpose. In such arbitration, the parties waive personal service of any process or other papers and agree that service thereof may be made in accordance with the notice provisions of this Agreement. The non-prevailing party, including any appeal thereof, with the proviso, however, that each party shall pay one-half of the fees separately charged by the arbitrator. 3

16. GOVERNING LAW. This Agreement shall be governed by, enforced and construed in accordance. with the laws of the State of Florida. 17. MISCELLANEOUS. This Agreement and the terms and provisions hereof may only be change, waived or discharged by an instrument in writing signed by the parties hereto. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof and no party hereto has made any representation or warranty or covenant in connection with the matters set forth herein except as expressly stated herein. All the terms of this Agreement shall be binding upon the respective personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of and enforceable by the parties hereto, and their respective personal representatives, successors and assigns. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one agreement. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement, and the Agreement shall otherwise remain in full force and effect. IN WITNESS WHEREOF, the parts have executed this Agreement as of the day and year first above written.
In the presence of: BUYER: WORLD'S BEST RATED CIGAR COMPANY, a Florida corporation

BY: /s/ LLOYD LYONS ---------------------------------------LLOYD LYONS, President

SELLER: /s/ TACUNISA ----------------------------------------TACUNISA BY: /s/ GILBERTO OLIVA, JR. ---------------------------------------GILBERTO OLIVA, JR.

EXHIBITS: A - Type of Cigar and Pricing 4

PROGRAMA "A" PRECIOS DE LOS CIGARROS
NOMBRE -----Robusto Panetela Churchill No 1 Corona Presidente Torpedo ---------TAMANO -----50x5 38x6 50x7 44x6 1/2 52x8 52x6 1/2 PRECIO -----*** *** *** *** *** ***

* Confidential portions of this Exhibit have been omitted and filed separately with the Commission pursuant to a request for Confidential Treatment.

Exhibit 10.10 AGREEMENT THIS AGREEMENT is made this 12 day of JULY, 1998, between WORLD'S BEST RATED CIGAR COMPANY, a Florida corporation ("Buyer"), whose address is 3941 N.E. 163'rd. Street, North Miami Beach, Florida 33160, and TABANICA S.A. ("Seller"), whose address is JALAPA N.S. NICARAGUA. W I T N E S S E T H: WHEREAS, Seller has agreed to manufacture and sell cigars to Buyer ("Cigars") in accordance with the Buyer"S requirements as set forth by Buyer from time to time. NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars of which are hereby acknowledged, the parties agree as follows: 1. RECITALS OF FACTS. The foregoing recitals of facts are true and correct and are hereby incorporated into this Agreement. 2. REQUIREMENTS. Seller agrees to manufacture and sell Cigars to buyer based on Buyer's stated purchase requirements from time to time. All Cigars shall be manufactured and sold in accordance with the standards and specifications set forth herein and shall be of the highest quality. 3. TYPE OF CIGARS; PRICING. The type of Cigar and the price to be charged by Seller to Buyer for each type of Cigar is set forth on Schedule "A" attached hereto and made a part of hereof. Payment shall be in U.S. Dollars uniess otherwise agreed to by Buyer and Seller. 4. TERM. The term of this Agreement shall be for a period of ten (10) years, subject to the right of Buyer or Seller to cancel this Agreement upon at least (60) days prior BY written notice at any time and for any time and for any reason (or no reason). 5. QUALITY AND SPECIFICATIONS. Seller has agreed to deliver Cigars meeting the following minimum quality standards and specifications: o All Cigars shall use long leave tobacco. o All Cigars shall be hand rolled. o All Cigars shall be of the highest quality tobacco and shall be of no lesser quality than the highest premium grade offered by Seller to any other party.

-2o The filler used in the Cigars shall be of the highest premium grade and shall be of no lesser quality than the highest premium grade offered by the Seller to any other party. o The parchment wrapping for the Cigars shall be of such quality as Buyer shall direct. o Cigars shall be individually packaged by the Seller in cellophane and properly packaged and boxed for shipping. 6. INVENTORY. So as to ensure that the Cigars are available for Buyer's orders, as and when placed by Buyer, Seller agrees to keep available in its inventory at all times tobacco in sufficient amounts to make at least 200,000 of each of the Cigars listed on Schedule A attached hereto. All inventory shall be kept in a properly regulated humidor. 7. PAYMENT TERMS. Payment for each order shall be as follows: A. As and whether the order is placed, Buyer shall pay to Seller fifty percent (50%) of the amount due for that order; B. Fifty percent (50%) of the amount of the order shall be due and payable at the time of shipping by Seller. It is understood that Seller shall have no right to retain payment for any Cigars which do not meet the minimum standards and specifications set forth herein and, upon demand, any non-conforming Cigars shall be immediately replaced by Seller'S cost. If not immediately replaced, any monies previously paid for non-conforming Cigars shall be promptly reimbursed to Buyer. Buyer has the right to employ and place in the factory of Seller, at all times, A supervisor to inspect all cigars prior to packaging and to classify the same as acceptable or nonacceptable, BEFORE shipment of the Cigars. 8. SHIPPING: RISK OF LOSS. Seller shall be responsible for delivery and cost of expense of delivery of the Cigars to a shipper designated by Buyer, F.O.B. Managua or F.O.B. Tegucigalpa, depending on Country of origin. From and after delivery of the Cigars to the shipper, Buyer bears the risk of loss. 9. CUSTOMS. Buyer shall be responsible to pay customs and export taxes, if any, pertaining to the Cigars.

10. TIMING OF DELIVERY. All orders shall be fulfilled by Seller and delivered for shipping to Buyer no later than thirty (30) days of the date that an order is placed. All Cigars used by Seller from its inventory to fulfill any order shall be of the same quality and standards set forth above. Buyer shall have the first right of access to any such inventory maintained by Seller if necessary to satisfy Buyer's purchasing requirements from time to time. 11. [DELETED &. INITIALED] 12. OPTION TO PURCHASE. Buyer is hereby granted a OPTION to PURCHASE the plantation and/or Cigar factory of Seller. The parties agree to enter into good faith negotiations in order to establish the terms of said option to purchase. The OPTION to PURCHASE, once agreed to, shall be documented in a form reasonably satisfactory to Buyer. 13. DEFAULTS and REMEDIES. In the event of default by either party hereunder, the parties hereto shall have all rights and remedies available under law, by statute or otherwise, subject to the arbitration provision set forth below. Prior to declaring any party in default, the non-defaulting party shall provide the defaulting party with written notice of default with no less than 10 days to cure the default. In addition to all other remedies available to buyer, if Seller fails to meet the requirements specified by Buyer for any Cigar order, or if the Seller otherwise fails to perform any other provision of this agreement, then Buyer may make or procure, upon such terms and in such manner as Buyer deems appropriate, Cigars meeting Buyer's specifications through another party. 14. LIMIT OF AUTHORITY. Both parties are independent contractors and this Agreement does not constitute either party as the legal representative of the other for any purpose whatsoever. Neither party has authority to assume or create any obligation whatsoever, express or implied, on behalf of or in the name of the other party, nor to bind the other party in any manner whatsoever. 15. ARBITRATION DISPUTES. Any dispute, controversy or breach arising out of or related to this Agreement, shall be settled by arbitration to be held in the City of Miami, Dade County, Florida before a single arbitrator in accordance with the rules then in effect of the American Arbitration Association or any successor thereto. The arbitrator may impose damages, grant injunctions or grant other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. Judgement may be entered on the arbitrator's decision in any court having jurisdiction, and the parties irrevocably consent to the jurisdiction of the Florida courts for this purpose. In such arbitration, the parties waive personal service of any process or other papers and agree that service thereof may be made in accordance with the notice provisions of this Agreement. The non-prevailing party, including any appeal thereof, with the proviso, however, that each party shall pay one-half of the fees separately charged by the arbitrator. 3

16. GOVERNING LAW. This Agreement shall be governed by, enforced and construed in accordance. with the laws of the STATE of Florida. 17. MISCELLANEOUS. This Agreement and the terms and provisions hereof may only be change, waived or discharged by an instrument in writing signed by the parties hereto. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof and no party hereto has made any representation or warranty or covenant in connection with the matters set forth herein except as expressly stated herein. All the terms of this Agreement shall be binding upon the respective personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of and enforceable by the parties hereto, and their respective personal representatives, successors and assigns. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one agreement. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement, and the Agreement shall otherwise remain in full force and effect. IN WITNESS WHEREOF, the parts have executed this Agreement as of the day and year first above written.
In the presence of: BUYER: WORLD'S BEST RATED CIGAR COMPANY, a Florida corporation

/s/ RONNIE LYONS ---------------------------

BY: /s/ LLOYD LYONS ---------------------------------------LLOYD LYONS, President

SELLER: /s/ TABANICA, S.A. ------------------------------------------TABANICA, S.A. BY: /s/ MEDARDO PADRON ---------------------------------------MEDARDO PADRON /s/ RONNIE LYONS --------------------------RONNIE LYONS

EXHIBITS: A - Type of Cigar and Pricing 4

PROGRAMA "A" PRECIOS DE LOS CIGARROS
NOMBRE -----Robusto Corona Churchill No 1 Presidente Torpedo ---------TAMANO -----50x5 42x5 1/2 50x7 44x6 1/2 52x8 52x6 1/2 PRECIO -----*** *** *** *** *** ***

* Confidential portions of this Exhibit have been omitted and filed separately with the Commission pursuant to a request for Confidential Treatment.

ARTICLE 5 CIK: 0000880242 NAME: LATIN AMERICAN CASINOS, INC. MULTIPLIER: 1 CURRENCY: USD

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END EXCHANGE RATE CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

12 MOS DEC 31 1998 JAN 01 1998 DEC 31 1998 1 1,567,773 0 1,471,944 149,814 725,609 3,805,025 6,332,426 834,606 9,552,906 225,833 0 0 0 2,211 9,224,862 9,552,902 0 2,392,142 0 1,985,819 0 0 0 559,830 196,707 363,123 0 168,000 0 531,123 .16 .16