<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
 
                                   FORM 10-K
 

<TABLE>
<C>         <S>
(MARK ONE)
    [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
            THE SECURITIES EXCHANGE ACT OF 1934

            FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994.
                                      OR
    [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
            THE SECURITIES EXCHANGE ACT OF 1934
            FOR THE TRANSITION PERIOD FROM
            TO
</TABLE>

 
                         COMMISSION FILE NUMBER 0-7201.
 
                               POE & BROWN, INC.
             (Exact name of Registrant as specified in its charter)
 

<TABLE>
<S>                                           <C>
                   FLORIDA                                      59-0864469
       (State or other jurisdiction of           (I.R.S. Employer Identification Number)
        incorporation or organization)
</TABLE>

 
               220 SOUTH RIDGEWOOD AVE., DAYTONA BEACH, FL 32114
              (Address of principal executive offices) (Zip Code)
 
       Registrant's telephone number, including area code: (904) 252-9601
 
                             ---------------------
 
        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
 
                          COMMON STOCK $.10 PAR VALUE
                                (Title of class)
 
                             ---------------------
 
     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST NINETY (90) DAYS. YES X     NO

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED, TO THE
BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K [  ].
 
     THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT, COMPUTED BY REFERENCE TO THE LAST REPORTED PRICE AT WHICH THE
STOCK WAS SOLD ON MARCH 22, 1995, WAS $82,482,980.
 
     THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, $.10 PAR VALUE,
OUTSTANDING AS OF MARCH 22, 1995, WAS 8,641,998.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     PORTIONS OF THE REGISTRANT'S 1994 ANNUAL REPORT TO SHAREHOLDERS ARE
INCORPORATED BY REFERENCE INTO PARTS I AND II OF THIS REPORT. WITH THE EXCEPTION
OF THOSE PORTIONS WHICH ARE INCORPORATED BY REFERENCE, THE REGISTRANT'S ANNUAL
REPORT TO SHAREHOLDERS IS NOT DEEMED FILED AS PART OF THIS REPORT.
 
     PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 1995 ANNUAL MEETING OF
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III OF THIS REPORT.
--------------------------------------------------------------------------------
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<PAGE>   2
 
                               POE & BROWN, INC.
 
                            FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1994
 

                                     PART I
 

ITEM 1.  BUSINESS
 
GENERAL
 
     Poe & Brown, Inc. (the Company) is a general insurance agency headquartered
in Daytona Beach and Tampa, Florida that resulted from an April 28, 1993 merger
involving Poe & Associates, Inc. (Poe) and Brown & Brown, Inc. (Brown). Poe was
incorporated in 1958 and Brown commenced business in 1939. Industry segment
information is not presented because the Company realizes substantially all of
its revenues from the general insurance agency business.
 
     The Company's insurance agency business is comprised of (i) general retail
operations, which provide all types of insurance products to a broad range of
commercial, professional, and personal clients; (ii) national program
operations, which market professional liability, property and casualty insurance
to members of various professional and trade associations through independent
agents; (iii) brokerage operations, which distribute excess and surplus
commercial insurance through independent agents; and (iv) service operations,
which provide insurance-related services such as third-party administration and
consultation for workers' compensation and employee benefit self-insurance
markets.
 
     The Company's activities are conducted by 21 offices located throughout
Florida, and in offices located in Arizona, California, Colorado, Connecticut,
Georgia, New Jersey, North Carolina and Texas. Because the Company's business is
concentrated in Florida, the occurrence of adverse economic conditions or an
adverse regulatory climate in Florida could have a materially adverse effect on
its business, although the Company has not encountered such conditions in the
past.
 
     The following table sets forth a summary of the commission and fee revenues
realized from each of the Company's operating divisions for each of the five
years in the period ended December 31, 1994 (in thousands of dollars):
 

<TABLE>
<CAPTION>
                                            1994       1993       1992       1991       1990
                                           -------    -------    -------    -------    -------
    <S>                                    <C>        <C>        <C>        <C>        <C>
    Retail Operations(1).................  $53,992    $56,580    $55,749    $49,597    $48,552
    National Programs(1).................   26,519     22,408     18,100     18,282     17,852
    Service Operations...................   10,643     11,700     10,716      9,806      8,912
    Brokerage Operations.................    2,672      1,662      1,562      2,174      2,178
                                           -------    -------    -------    -------    -------
              Total......................  $93,826    $92,350    $86,127    $79,859    $77,494
                                           =======    =======    =======    =======    =======
    % of Total Revenues..................       94%        97%        96%        96%        97%
</TABLE>

 
---------------
 
(1) Certain 1993 Retail Operations revenues (totaling approximately $1.6
     million) have been reclassified to National Programs to conform with the
     1994 classification. Prior to 1993, the program revenues being reclassified
     were included in the individual retail branch results. Accordingly, 1992,
     1991 and 1990 revenues have not been reclassified.
 
     The amount of the Company's income from commissions and fees is a function
of, among other factors, continued new business production, retention of
existing customers, acquisitions, and fluctuations in insurance premium rates
and insurable exposure units.
 
     The Company is compensated for its services primarily by commissions paid
by insurance companies. The commission is usually a percentage of the premium
paid by an insured. Commission rates generally depend upon the type of
insurance, the particular insurance company and the nature of the services
provided by the Company. In some cases, a commission is shared with other agents
or brokers who have acted jointly with the Company in the transaction. The
Company may also receive from an insurance company a contingent
 
                                        1

<PAGE>   3
 
commission that is generally based on the profitability and volume of business
placed with it by the Company over a given period of time. Fees of the Company
are principally generated by the service operations division, which offers
administration and benefit consulting services primarily in the workers'
compensation and employee benefit self-insurance markets.
 
     Insurance premium rates are cyclical in nature and can vary widely based on
insurance market conditions. Significant reductions in premium rates occurred
during the years 1987 through 1989 and continued, although to a lesser degree,
during 1990 through 1994. Because the insurance companies control the pricing of
the products the Company sells, the Company is unable to predict the effect of
this cyclical pattern on its future operating results.
 
RETAIL OPERATIONS
 
     The Company's retail insurance agency business consists primarily of the
selling and marketing of property and casualty insurance coverages to
commercial, professional, and to a limited extent, individual customers. The
categories of insurance principally sold by the Company are:
Casualty -- insurance relating to legal liabilities, workers' compensation,
commercial and private passenger automobile coverages, and fidelity and surety
insurance; and Property -- insurance against physical damage to property and
resultant interruption of business or extra expense caused by fire, windstorm or
other perils. The Company also sells and services all forms of group and
individual life, accident, health, hospitalization, medical and dental insurance
programs. Each category of insurance is serviced by insurance specialists
employed by the Company.
 
     No material part of the Company's retail business depends upon a single
customer or a few customers. During 1994, the Company received approximately
$1,107,000 of fees and commissions from Rock-Tenn Company, the Company's largest
single retail customer, of which approximately $742,000 was attributed to the
service operations division. Such aggregate amount represented less than 2% of
the Company's total commission and fee revenues for 1994.
 
     In connection with the selling and marketing of insurance coverages, the
Company provides a broad range of related services to its customers, such as
risk management surveys and analysis, consultation in connection with placing
insurance coverages and claims processing. The Company believes these services
are important factors in securing and retaining customers.
 
NATIONAL PROGRAMS
 
     The Company engages extensively in the mass marketing and placement of
professional liability insurance and property and casualty insurance for members
of various professional and trade associations, including dentists, attorneys,
physicians, optometrists, and opticians, and to members of the wholesale
distribution industry, towing operators and automobile dealerships. Typically,
the Company tailors an insurance product to the needs of a particular
professional or trade association, negotiates policy forms, coverages, and
premium and commission rates with an insurance company, and in certain cases,
secures the formal or informal endorsement of the product by an association.
Under agency agreements with the insurance companies that underwrite these
programs, the Company usually has authority to bind coverages, subject to
established guidelines, to bill and collect premiums and, in some cases, to
process claims. Insurance products are marketed nationally to association
members primarily through independent agents who solicit customers through
advertisements in association publications, direct mailings and personal
contact.
 
     The largest program marketed by the Company is a package insurance policy
known as the Professional Protector Plan(R), which provides comprehensive
coverages for dentists, including practice protection and professional
liability. This program is endorsed by more than 25 state dental societies and
is presently marketed in 49 states, the District of Columbia, Puerto Rico and
the U.S. Virgin Islands. Since 1984, substantially all dental policies under
this program have been underwritten through CNA Insurance Companies (CNA), with
the Company serving as an agent for CNA.
 
     The Company markets the Professional Protector Plan(R) through a network of
independent agents who solicit customers through advertisements in professional
publications, direct mail and personal contact. This
 
                                        2

<PAGE>   4
 
program presently insures approximately 37,600 dentists, representing
approximately 27% of the practicing dentists within the Company's marketing
territories.
 
     The Company began marketing lawyers' professional liability insurance in
1973. The national Lawyer's Protector Plan(R) was introduced in 1983 and is
presently marketed in 45 states, the District of Columbia and the U.S. Virgin
Islands. Since 1983, the Lawyer's Protector Plan has been underwritten through
CNA. The Company markets the program through a network of independent agents who
solicit customers through advertisements in professional publications, direct
mailings and personal contact. The program presently insures approximately
37,500 attorneys.
 
     The Company markets professional liability insurance for physicians,
surgeons, and other health care providers through a program known as the
Physicians Protector Plan(R). This program is served by the Company's offices in
Tampa, Florida and Glastonbury, Connecticut. The program is underwritten by CNA
and is sold and marketed by, or through, independent insurance agents in
Florida, Georgia, Delaware, Connecticut, New Hampshire, Rhode Island and
Vermont.
 
     The Optometric Protector Plan(R) was created in 1973 to provide
optometrists and opticians with a package of practice and professional liability
coverage. This program, which insures approximately 7,100 optometrists and
opticians in 50 states, is predominantly underwritten by CNA. In addition to
these professional liability programs, National Programs also includes a number
of commercial programs as follows:
 
     Insurance Administration Center, Inc., a wholly-owned subsidiary of the
Company, operates as insurance advisor and consultant to the National
Association of Wholesaler-Distributors, which represents some 40,000
wholesaler-distributors across the nation.
 
     The Company's Professional Services Program, which originated in 1993,
serves as a retail outlet within the National Programs Division and provides
direct insurance sales to dentists, physicians, lawyers and optometrists in
Florida.
 
     The Towing Operator Protector Plan(R) was introduced in 1993 and currently
provides specialized insurance products to tow-truck operators in 12 states. The
Automobile Dealers Protector Plan(R) insures used car dealers in Florida through
a program endorsed by the Florida Independent Auto Dealers Association. In 1994,
this Plan expanded into five additional states, and currently insures
approximately 2,200 dealers in six states.
 
SERVICE OPERATIONS
 
     The Company's service operations division consists of two separate
components: (i) insurance and related services as a third-party administrator
(TPA) for employee health and welfare benefit plans, and (ii) insurance and
related services providing comprehensive risk management and third-party
administration to self-funded workers' compensation plans.
 
     In connection with its employee benefit plan administrative services, the
Company provides TPA services, including benefit consulting, benefit plan design
and costing, arrangement for the placement of stop-loss insurance and other
employee benefit coverages, and settlement of claims. The Company provides
access to effective utilization management strategies such as pre-admission
review, concurrent/retrospective review, pre-treatment review of certain
non-hospital treatment plans, and medical and psychiatric case management. In
addition to the administration of self-funded health care plans, the Company
offers administration of flexible benefit plans, including plan design, employee
communication, enrollment and reporting. The Company's workers' compensation TPA
services include risk management services such as loss control, claim
administration, access to major reinsurance markets, cost containment
consulting, and services for secondary disability and subrogation recoveries.
 
     The Company provides workers' compensation TPA services for approximately
2,000 employers representing more than $1.7 billion of employee payroll. The
Company's largest workers' compensation contract represents approximately 76% of
the Company's workers' compensation TPA revenues, or 5% of the Company's total
commission and fee revenues.
 
                                        3

<PAGE>   5
 
BROKERAGE OPERATIONS
 
     The Company markets excess and surplus lines, and specialty insurance
products, to both the Company's retail division and other retail agencies
throughout Florida and the Southeast. The Company represents various U.S. and
U.K. surplus lines companies and is also a Lloyd's of London correspondent. In
addition to surplus lines carriers, the Company represents admitted carriers for
smaller agencies that do not have access to large insurance carrier
representation. Excess and surplus products include commercial automobile,
garage, restaurant, builder's risk and inland marine lines. Difficult-to-insure
general liability and products liability coverages are a specialty, as is excess
workers' compensation. Retail agency business is solicited through mailings and
direct contact with retail agency representatives.
 
EMPLOYEES
 
     As of December 31, 1994, the Company had 971 full-time equivalent
employees, compared to 980 at the beginning of the year. The Company has
contracts with its sales employees that include provisions restricting their
right to solicit the Company's customers after termination of employment with
the Company. The enforceability of such contracts varies from state to state
depending upon state statutes, judicial decisions, and factual circumstances.
The majority of these contracts are terminable by either party; however, the
agreement not to solicit the Company's customers continues generally for a
period of at least three years after employment termination.
 
     None of the Company's employees are represented by a labor union, and the
Company considers its relations with its employees to be satisfactory.
 
COMPETITION
 
     The insurance agency business is highly competitive, and numerous firms
actively compete with the Company in every area in which it does business. There
are several hundred insurance companies and insurance agencies that conduct
business in Florida and with which the Company, either directly or indirectly,
competes.
 
     Although the Company is the largest insurance agency headquartered in
Florida, a number of national firms with greater resources have offices in
Florida and actively compete with the Company. Because competition in the
insurance business is largely based on innovation, quality of service and price,
the Company believes it is well positioned to successfully compete in the
markets it serves. The Company's business outside the state of Florida consists
principally of the marketing and placement of association programs and localized
general retail agency activities.
 
     Several large stock and mutual insurance companies are engaged in the
direct sale of insurance and do not pay commissions to agents and brokers. To
date, such direct writing has had relatively little effect on the Company's
operations, primarily because the Company's retail operations are commercially
oriented.
 
REGULATION, LICENSING, AND AGENCY CONTRACTS
 
     The Company or its designated employees must be licensed to act as agents
by the Florida Department of Insurance or comparable state regulatory
authorities in the other states in which the Company conducts business.
Regulations and licensing laws vary in individual states and are often complex.
 
     The applicable licensing laws and regulations in all states are subject to
amendment or reinterpretation by state regulatory authorities, and such
authorities are vested in most cases with relatively broad discretion as to the
granting, revocation, suspension and renewal of licenses. The possibility exists
that the Company could be excluded or temporarily suspended from carrying on
some or all of its activities in, or otherwise subjected to penalties by, a
particular state.
 
                                        4

<PAGE>   6
 

I
TEM 2.  PROPERTIES
 
     The Company occupies office premises under noncancellable operating leases
expiring at various dates. These leases generally contain renewal options and
escalation clauses based on increases in the lessors' operating expenses and
other charges. The Company expects that most leases will be renewed or replaced
upon expiration. See Note 8 of the "Notes to Consolidated Financial Statements"
in the 1994 Annual Report to Shareholders for additional information on the
Company's lease commitments. Information on the Company's office locations is
included on pages 4 and 5 and the inside back cover of the Company's 1994 Annual
Report to Shareholders, which information is incorporated herein by reference.
 
     At December 31, 1994 the Company owned three buildings located in downtown
Daytona Beach, Florida having an aggregate book value of approximately $350,000,
including improvements. There are no outstanding mortgages on these buildings.
These buildings generated lease revenue during 1994 of approximately $13,000. In
March 1995, one of these buildings having an aggregate book value approximating
$57,000 was sold for a minimal gain. The Company also owns an office condominium
in Venice, Florida which has a net book value of $201,000, with no outstanding
mortgage. This building is currently vacant.
 

ITEM 3.  LEGAL PROCEEDINGS
 
     On February 21, 1995, an Amended Complaint was filed in an action pending
in the Superior Court of Puerto Rico, Bayamon Division, and captioned Cadillac
Uniform & Linen Supply Company, et al. v. General Accident Insurance Company,
Puerto Rico, Limited, et al. The case was originally filed on November 23, 1994,
and named General Accident Insurance Company, Puerto Rico Limited, and Benj.
Acosta, Inc. as defendants. The Amended Complaint added several defendants,
including the Company and Poe & Brown of California, Inc. ("P&B/Cal."), a
subsidiary of the Company, as parties to the case. As of March 23, 1995, neither
the Company nor P&B/Cal. had been served. The Plaintiffs allege that P&B/Cal.
failed to procure sufficient coverage for a commercial laundry facility which
was rendered inoperable for a period of time as the result of a fire, and
further allege that the Company is vicariously liable for the actions of
P&B/Cal. The Amended Complaint seeks damages of $11.2 million against P&B/Cal.,
the Company, the Producer who handled the account and LBI Corp., a/k/a Levinson
Bros., Inc. The Company and P&B/Cal. believe that P&B/Cal. has meritorious
defenses to each of the claims asserted against it, and that the Company
likewise has meritorious defenses to allegations premised upon theories of
vicarious liability. Both the Company and P&B/Cal. intend to contest this action
vigorously. In the event that damages are awarded against P&B/Cal. or the
Company, P&B/Cal. and the Company believe that insurance would be available to
cover such loss.
 
     On September 9, 1994, the Company was named as a third-party defendant in a
case pending in the United States District Court, Eastern District of New York,
captioned Alec Sharp, an Underwriter at Lloyds on behalf of himself and other
Lloyd's Underwriters and Colin Trevor Dingley, on behalf of himself and other
Lloyd's Underwriters v. Best Security Corp., d/b/a Independent Armored, et al.
The action has been pending since March 9, 1994, and names a number of companies
(but not the Company) as defendants. The third-party complaint was filed against
the Company by some of the defendants in the underlying action. The case arises
from the theft of jewelry claimed to be worth approximately $7 million from an
armored car owned and operated by Best Security Corp. Plaintiffs in the
underlying action seek a declaratory judgment that the policy was void from
inception because the insured made misrepresentations on the application. In the
third-party complaint, the third-party plaintiffs allege that the Company issued
certificates of insurance naming additional insureds without authorization, and
claim the Company failed to communicate information given to the Company by the
insured to the Underwriters at Lloyd's of London. In the event that the
Underwriters prevail in the underlying action, the third-party plaintiffs seek
damages in an unspecified amount from the Company. The Company intends to
contest this action vigorously, and believes it has meritorious defenses to all
claims alleged against it. In the event that damages are assessed against the
Company, the Company believes that insurance would be available to cover such
loss.
 
     In 1992, the Internal Revenue Service (the Service) completed its
examinations of the Company's federal income tax returns for the years 1988,
1989, and 1990. As a result of its examinations, the Service
 
                                        5

<PAGE>   7
 
issued Reports of Proposed Adjustments asserting income tax deficiencies which,
by including interest and state income taxes for the periods examined and the
Company's estimates of similar tax adjustments for subsequent periods through
December 31, 1994, would total $6,100,000. The disputed issues related primarily
to the deductibility of amortization of purchased customer accounts of
approximately $5,107,000 and non-compete agreements of approximately $993,000.
In addition, the Service's report included a dispute regarding the time at which
the Company's payments made pursuant to certain indemnity agreements would be
deductible for tax reporting purposes. During 1994, the Company was able to
reach a settlement agreement with the Service with respect to certain of the
disputed amortization items and the indemnity agreement payment issue. This
settlement has reduced the total remaining asserted income tax deficiencies to
approximately $2,800,000. Based on this settlement and review of the remaining
unsettled items, the Company believes that its general income tax reserves of
$800,000 are sufficient to cover its ultimate liability resulting from the
settlement of the remaining items. In March 1995, the Company reached an
agreement with the Service on the remaining unsettled items which will result in
final assessed deficiencies of approximately $600,000. The Company's general
income tax reserves are adequate to cover this amount plus any penalties and
interest that may be assessed.
 
     The Company is involved in various other pending or threatened proceedings
by or against the Company or one or more of its subsidiaries that involve
routine litigation relating to insurance risks placed by the Company and other
contractual matters. Management of the Company does not believe that any of such
pending or threatened proceedings (including the proceedings described above)
will have a materially adverse effect on the consolidated financial position or
future operations of the Company.
 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     No matters were submitted to a vote of security holders during the
Company's fourth fiscal quarter ended December 31, 1994.
 

                                    PART II
 

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
     Information under the captions "Stock Price Range" and "Cash Dividends Per
Share" as included in Note 15 of the Notes to Consolidated Financial Statements
included in the Company's 1994 Annual Report to Shareholders and information
under the caption "Stock Listing" on the inside back cover page of the Company's
1994 Annual Report to Shareholders is incorporated herein by reference.
 

ITEM 6.  SELECTED FINANCIAL DATA
 
     Information under the caption "Selected Financial Data" on page 1 of the
Company's 1994 Annual Report to Shareholders is incorporated herein by
reference.
 

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
     Information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 20 through 25 of the
Company's 1994 Annual Report to Shareholders is incorporated herein by
reference.
 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The Consolidated Financial Statements of Poe & Brown, Inc. and its
subsidiaries, together with the report thereon of Ernst & Young LLP, appearing
on pages 26 through 43 of the Company's 1994 Annual Report to Shareholders are
incorporated herein by reference.
 
                                        6

<PAGE>   8
 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
     Not applicable.
 

                                    PART III
 

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Information contained under the caption "Management" on pages 4-6 of the
Company's Proxy Statement for its 1995 Annual Meeting of Shareholders is
incorporated herein by reference.
 

ITEM 11.  EXECUTIVE COMPENSATION
 
     Information contained under the caption "Executive Compensation" on pages
7-10 of the Company's Proxy Statement for its 1995 Annual Meeting of
Shareholders is incorporated herein by reference; provided, however, the report
of the Compensation Committee on executive compensation, which begins on page 10
thereof, and the stock performance graph shall not be deemed to be incorporated
herein by reference.
 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     Information contained under the caption "Security Ownership of Management
and Certain Beneficial Owners" on pages 2-3 of the Company's Proxy Statement for
its 1995 Annual Meeting of Shareholders is incorporated herein by reference.
 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     Information contained under the caption "Executive
Compensation -- Compensation Committee Interlocks and Insider Participation" on
pages 9-10 of the Company's Proxy Statement for its 1995 Annual Meeting of
Shareholders is incorporated herein by reference.
 

                                    PART IV
 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a) The following documents are filed as part of this report:
 
          1. Consolidated Financial Statements of Poe & Brown, Inc.
     (incorporated herein by reference from pages 26 through 43 of the Company's
     1994 Annual Report to Shareholders for the year ended December 31, 1994)
     consisting of:
 
             (a) Consolidated Statements of Income for each of the three years
        in the period ended December 31, 1994.
 
             (b) Consolidated Balance Sheets as of December 31, 1994 and 1993.
 
             (c) Consolidated Statements of Shareholders' Equity for each of the
        three years in the period ended December 31, 1994.
 
             (d) Consolidated Statements of Cash Flows for each of the three
        years in the period ended December 31, 1994.
 
             (e) Notes to Consolidated Financial Statements.
 
             (f) Report of Independent Certified Public Accountants.
 
                                        7

<PAGE>   9
 
          2. Consolidated Financial Statement Schedule included on page 10 of
     this report, consisting of:
 
             (a) Schedule II -- Valuation and Qualifying Accounts.
 
     All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the Consolidated
Financial Statements or the Notes thereto.
 
        3. EXHIBITS
 

<TABLE>
<S>     <C>  <C>
3a       --  Certificate of Incorporation of the Registrant, as last amended on April 28, 1993
             (filed herewith).
3b       --  Amended and restated By-Laws of the Registrant effective March 22, 1994
             (incorporated by reference to Exhibit 3b to Registration Statement No. 33-58090 on
             Form S-4).
4        --  Revolving Loan Agreement dated November 9, 1994, by and among the Registrant and
             SunBank, National Association (filed herewith).
10a(1)   --  Lease of Registrant for office space at 702 North Franklin Street, Tampa, Florida
             (incorporated by reference to Exhibit 10a to Form 10-K for the year ended December
             31, 1984).
10a(2)   --  Amendment dated August 27, 1987, to lease of Registrant for office space at 702
             North Franklin Street, Tampa, Florida (incorporated by reference to Exhibit 10a(2)
             to Form 10-K for the year ended December 31, 1987).
10a(3)   --  Lease of Registrant for office space at 220 South Ridgewood Avenue, Daytona Beach,
             Florida dated August 15, 1987 (incorporated by reference to Exhibit 10a(3) to Form
             10-K for the year ended December 31, 1993).
10a(4)   --  Lease agreement for office space at Landmark Centre, Tampa, Florida, dated
             February 1995, between Southeast Financial Center Associates, as landlord and
             Registrant, as tenant (filed herewith).
10b      --  Registrant's 1985 Stock Option Plan (incorporated by reference to Exhibit 10b(1)
             to Form 10-K for the year ended December 31, 1984).
10c      --  Registrant's 1989 Stock Option Plan (incorporated by reference to Exhibit 10f to
             Form 10-K for the year ended December 31, 1989).
10d      --  Loan Agreement between Continental Casualty Company and Registrant dated August
             23, 1991 (incorporated by reference to Exhibit 10d to Form 10-K for the year ended
             December 31, 1991).
10e      --  Indemnity Agreement dated January 1, 1979, among the Registrant, Whiting National
             Management, Inc., and Pennsylvania Manufacturers' Association Insurance Company
             (incorporated by reference to Exhibit 10g to Registration Statement No. 33-58090
             on Form S-4).
10f      --  Agency Agreement dated January 1, 1979 among the Registrant, Whiting National
             Management, Inc., and Pennsylvania Manufacturers' Association Insurance Company
             (incorporated by reference to Exhibit 10h to Registration Statement No. 33-58090
             on Form S-4).
10g      --  Indemnification Agreement, dated February 22, 1993, between the Registrant and
             William F. Poe, Sr. (incorporated by reference to Exhibit 10k to Registration
             Statement No. 33-58090 on Form S-4).*
10h      --  Indemnification Agreement, dated April 28, 1993, as amended March 24, 1994,
             between the Registrant and J. Hyatt Brown (incorporated by reference to Exhibit
             10h to Form 10-K for the year ended December 31, 1993).
10i      --  Deferred Compensation Agreement, dated May 1, 1983, as amended April 27, 1993,
             between the Registrant and Kenneth E. Hill (incorporated by reference to Exhibit
             10i to Form 10-K for the year ended December 31, 1993).
10j      --  Employment Agreement, dated April 28, 1993 between the Registrant and William F.
             Poe, Sr. (incorporated by reference to Exhibit 10j to Form 10-K for the year ended
             December 31, 1993).
10k      --  Employment Agreement, dated April 28, 1993 between the Registrant and J. Hyatt
             Brown (incorporated by reference to Exhibit 10k to Form 10-K for the year ended
             December 31, 1993).
</TABLE>

 
                                        8

<PAGE>   10
 

<TABLE>
<S>     <C>  <C>
101      --  Portions of Employment Agreement, dated April 28, 1993 between the Registrant and
             Kenneth E. Hill (incorporated by reference to Exhibit 101 to Form 10-K for the
             year ended December 31, 1993).
10m      --  Portions of Employment Agreement, dated April 28, 1993 between the Registrant and
             Jim W. Henderson (incorporated by reference to Exhibit 10m to Form 10-K for the
             year ended December 31, 1993).
10n      --  Portions of Promissory Note and Security Agreement, dated January 20, 1995,
             between William F. Poe Sr., and the Registrant (filed herewith).
11       --  Portions of Statement Re: Computation of Per Share Earnings (filed herewith).
13       --  Portions of Registrant's 1994 Annual Report to Shareholders (not deemed "filed"
             under the Securities Exchange Act of 1934, except for those portions specifically
             incorporated by reference herein).
22       --  Subsidiaries of the Registrant (incorporated by reference to Exhibit 22 to Form
             10-K for the year ended December 31, 1993).
23       --  Consent of Ernst & Young LLP (filed herewith).
27       --  Financial Data Schedule (filed herewith).
</TABLE>

 
---------------
 
* The registrant has Indemnification Agreements with certain of its other
  directors and former directors (Joseph E. Brown, Bruce G. Geer, V.C. Jordan,
  Jr., Byrne Litschgi, Charles W. Poe, William F. Poe, Jr., and Bernard H.
  Mizel) that are identical in all material respects to Exhibit 10g except for
  the parties involved and the dates executed.
 
     (b) REPORTS ON FORM 8-K
 
     No reports on Form 8-K were filed during the fourth quarter of 1994.
 
                                        9

<PAGE>   11
 
                                  SCHEDULE II
 
                       POE & BROWN, INC. AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
 

<TABLE>
<CAPTION>
                                                       COLUMN C
                                             -----------------------------
                                                       ADDITIONS
                                  COLUMN B   -----------------------------
                                  --------                                                     COLUMN E
                                  BALANCE       (1)             (2)                            --------
                                     AT      ----------   ----------------     COLUMN D        BALANCE
            COLUMN A              BEGINNING  CHARGED TO      CHARGED TO      -------------        AT
--------------------------------     OF       COST AND    OTHER ACCOUNTS--   DEDUCTIONS --      END OF
          DESCRIPTION              PERIOD     EXPENSES        DESCRIBE         DESCRIBE         PERIOD
--------------------------------  --------   ----------   ----------------   -------------     --------
<S>                               <C>        <C>          <C>                <C>               <C>
Year ended December 31, 1994
  Deducted from asset account:
     Allowance for doubtful
       accounts.................  $435,000    $ 19,000        $     --         $ 385,000(A)    $69,000
                                  --------   ----------   ----------------   -------------     --------
Year ended December 31, 1993
  Deducted from asset account:
     Allowance for doubtful
       accounts.................  $590,000    $562,000        $     --         $ 717,000(A)    $435,000
                                  --------   ----------   ----------------   -------------     --------
Year ended December 31, 1992
  Deducted from asset account:
     Allowance for doubtful
       accounts.................  $250,000    $318,000        $     --         $ 409,000(A)    $590,000
                                  --------   ----------   ----------------   -------------     --------
</TABLE>

 
---------------
 
(A) Uncollectible accounts written off, net of recoveries.
 
                                       10

<PAGE>   12
 

                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                          POE & BROWN, INC.
                                          Registrant
 
                                          By:      /s/  J. HYATT BROWN
                                            ------------------------------------
                                                       J. Hyatt Brown
                                                  Chief Executive Officer
Date: March 29, 1995
 
     Pursuant to the requirements of the Securities Act of 1934, this report has
been signed by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.
 

<TABLE>
<CAPTION>
                  SIGNATURE                                 TITLE                     DATE
---------------------------------------------   ------------------------------   --------------
<C>                                             <S>                              <C>
                  /s/  J. HYATT BROWN           Chairman of the Board,           March 29, 1995
---------------------------------------------     President and Chief
               J. Hyatt Brown                     Executive Officer (Principal
                                                  Executive Officer)

              /s/  SAMUEL P. BELL, III          Director                         March 29, 1995
---------------------------------------------
             Samuel P. Bell, III

                   /s/  BRUCE G. GEER           Director                         March 29, 1995
---------------------------------------------
                Bruce G. Geer

                /s/  JIM W. HENDERSON           Director                         March 29, 1995
---------------------------------------------
              Jim W. Henderson

                 /s/  KENNETH E. HILL           Director                         March 29, 1995
---------------------------------------------
               Kenneth E. Hill

             /s/  THEODORE J. HOEPNER           Director                         March 29, 1995
---------------------------------------------
             Theodore J. Hoepner

                  /s/  CHARLES W. POE           Director                         March 29, 1995
---------------------------------------------
               Charles W. Poe

              /s/  WILLIAM F. POE, SR.          Director                         March 29, 1995
---------------------------------------------
             William F. Poe, Sr.

              /s/  WILLIAM F. POE, JR.          Director                         March 29, 1995
---------------------------------------------
             William F. Poe, Jr.

                /s/  TIMOTHY L. YOUNG           Vice President and Chief         March 29, 1995
---------------------------------------------     Financial Officer (Principal
              Timothy L. Young                    Financial and Accounting
                                                  Officer)
</TABLE>

 
                                       11

<PAGE>   13


<TABLE>
          <S>    <C>            <C>

                 EXHIBIT INDEX

                 3a             Certificate of Incorporation of the Registrant, as last amended on April 28, 1993. 

                 4              Revolving Loan Agreement dated November 9, 1994, by and among the Registrant and
                                SunBank, National Association.

                 10a(4)         Lease agreement for office space at Landmark Centre, Tampa, Florida, dated February
                                1995, between Southeast Financial Center Associates, as landlord and Registrant, as
                                tenant.

                 10n            Promissory Note and Security Agreement, dated January 20, 1995, between William F. Poe Sr., and
                                the Registrant.

                 11             Statement Re: Computation of Per Share Earnings.

                 13             Portions of Registrant's 1994 Annual Report to Shareholders (not deemed "filed" under the
                                Securities Exchange Act of 1934, except for those portions specifically incorporated
                                by reference herein).

                 23             Consent of Ernst & Young LLP.

                 27             Financial Data Schedule (for SEC purposes).
</TABLE>










<PAGE>   1
                                                                      EXHIBIT 3a


                          CERTIFICATE OF INCORPORATION
                          ----------------------------

                                       OF

                               POE & BROWN, INC.
                               -----------------

                          (originally filed 12/31/58)
                    (reprinted:  as in effect as of 4-28-93)


         We, the undersigned Incorporators, hereby associate ourselves together
and make, subscribe, acknowledge and file with the Secretary of State of
Florida, this Certificate of Incorporation for the purpose of forming a
corporation for profit, in accordance with the Laws of the State of Florida,
under the following Charter:

                                   ARTICLE I

         The name of the Corporation shall be:
                      POE & BROWN, INC. (effective 4/28/93)

                                   ARTICLE II

         Section 1.       The general nature of the business or businesses to
be transacted by the corporation is the acting as an agent or broker in the
sale of all forms of insurance.
         In addition, the corporation may engage in any activity or business
permitted under the laws of the United States and of the State of Florida.
         Section 2.       The corporation shall also have power:
             (a)  to construct, erect, repair and remodel buildings and 
structures of all types for itself and others and to manufacture, purchase, or
otherwise acquire, and to own, mortgage, pledge, sell, assign, transfer or
otherwise dispose of, and to invest in, trade in, deal in and with, goods,
wares, merchandise, personal property and services of
 every class, kind and
description; except that it is not to conduct a banking, safe deposit, trust,
insurance surety, express, railroad, canal, telephone, telegraph or cemetery
company, a building and loan


                                       1

<PAGE>   2
association, mutual fire insurance association, cooperative association,
fraternal benefit society, state fair or exposition.
                 (b)      To act as broker, agent or factor for any person,
firm or corporation.  
                 (c)      To purchase, lease or otherwise acquire real and 
personal property and leaseholds thereof and interest therein, and to own, 
hold, manage, develop, improve, equip, maintain and operate, and to sell, 
convey, exchange, lease or otherwise alienate and dispose of, and to mortgage, 
pledge or otherwise encumber any and all such property and any and all legal 
and equitable rights thereunder and interests therein.
                 (d)      To borrow or raise money for any of the purposes of
the corporation, and from time to time without limit as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable and non-negotiable
instruments and evidences of indebtedness, and to secure payment thereof and
any interest therein by mortgage, pledge, conveyance, or other assignment in
trust, in whole or in part, of the assets of the corporation, real, personal or
mixed, including contract rights, whether at the time owned or thereafter
acquired.
                 (e)      To guarantee, endorse, purchase, hold, sell,
transfer, mortgage, pledge or otherwise acquire or dispose of the shares of the
capital stock of, or any bonds, security, or other evidences of indebtedness
created by any other corporation of the State of Florida or any other state or
government, and while owner of such stock to exercise all the rights, powers,
and privileges of ownership, including the right to vote such stock.
                 (f)      To enter into, make, perform and carry out contracts
and arrangements of every sort and kind which may be necessary or convenient
for the business of the corporation or business of a similar nature, with any
person, firm, 


                                       2

<PAGE>   3

corporation, association or syndicate, or any private, public or municipal body 
existing under the government of the United States or any state,
territory, colony or dependency thereof or foreign government so far as or to
the extent that the same may be done or performed pursuant to law.
                 (g)      To enter into, or become a partner in, any agreement
for sharing profits, union or interests, cooperation, joint venture or
otherwise, with any person, firm or corporation now carrying on or about to
carry on any business which this corporation has the direct or incidental
authority to pursue.
                 (h)      To include in its By-Laws any regulatory or
restrictive provisions relating to the proposed sale, transfer or other
disposition of any of its outstanding stock by any of its stockholders or in
the event of the death of any of its stockholders.  The manner and form, as
well as all relevant terms, conditions and details hereof shall be determined
by the stockholders of this corporation provided, however, that no such
regulatory or restrictive provision shall affect the rights of third parties
without actual knowledge thereof, unless such provision shall be noted upon the
certificate evidencing the ownership of said stock.
                 (i)      In general, to do any and all of the acts and things
herein set forth to the same extent as natural persons could do in any part of
the world, as principal, factor, agent, contractor, broker or otherwise, either
alone or in company with any entity or individual; to establish one or more
offices, both within the State of Florida and any part or parts of the world,
at which meetings of directors may be held and all or any part of the
corporation's business may be conducted; and to exercise all or any of its
corporate powers and rights in the State of Florida and in any of all other
states, territories, districts, dependencies, colonies or possessions in the
United States of America and in any foreign countries.



                                       3

<PAGE>   4
                 To do everything necessary, proper, advisable or convenient
for the accomplishment of any of the purposes of the attainment of any of the
objects or the furtherance of any of the powers herein set forth, and to do
every other act and thing incidental thereto or connected therewith, to the
extent permitted by law. (effective 10/13/72)

                                  ARTICLE III

         Section 1.       The number of shares of capital stock entitled to be
issued by this corporation is 18,000,000 shares of Common Stock, par value $.10
per share.  (effective 4/28/93)
         Section 2.       All or any part of the Common Stock may be paid for
in cash or in property or in services at a fair evaluation to be fixed by the
Board of Directors.  All stock, when issued, shall be fully paid and
non-assessable.  The Common Stock shall entitle the holder of each share
thereof to one vote for each share at any meeting of the stockholders.  No
holder of any Common Stock shall have any pre-emptive rights of any kind.
(effective 10/13/72)

                                   ARTICLE IV

         The amount of capital with which this corporation will begin business
will be Five Hundred Dollars ($500).

                                   ARTICLE V

         The corporation shall have perpetual existence.

                                   ARTICLE VI

         The principal office of the corporation shall be located at 608
Jackson Street, in Tampa, Hillsborough County, Florida, or at such other place
as the Board of Directors may direct; and the corporation shall have the power
to establish branch offices and other places of business at such other places,
within or without the State of Florida, as may be determined and deemed
expedient by the Board of Directors.



                                       4

<PAGE>   5
                                  ARTICLE VII

         The Board of Directors shall consist of not less than three (3)
directors.  The number of directors may be increased or diminished from time to
time by action in accordance with the By-Laws of the corporation.  All of the
said directors shall be at least twenty-one (21) years of age and at least one
of them shall be a citizen of the United States.  (effective 10/13/72)

                                  ARTICLE VIII

         The names and post office address of the first Officers and Board of
Directors, who, subject to this Certificate of Incorporation, the By-Laws of
this corporation and the laws of the State of Florida, shall hold office for
the first year of the corporation's existence or until their successors are
elected and have qualified, are:


<TABLE>
<S>                       <C>                                 <C> 
President                 W. F. Poe                           7702 Park Drive 
                                                              Tampa, Florida  
Vice-President            William T. Driscoll, Jr.            2903 Beach Drive
                                                              Tampa, Florida  
Vice-President            William C. McElmurray               101 Adalia      
                                                              Tampa, Florida  
Secretary-Treasurer       Charles W. Poe                      4807 Sunset Blvd.
                                                              Tampa, Florida
</TABLE>


The Board of Directors shall consist of the foregoing individuals.

                                   ARTICLE IX

         The name and post office address of each subscriber to this
Certificate of Incorporation of this Company, and the number of shares of
Common Stock each agrees to take, are:


<TABLE>
<S>                               <C>                       <C>
W. F. Poe                         7702 Park Drive           20 shares
                                  Tampa, Florida
William T. Driscoll, Jr.          2903 Beach Drive          20 shares
                                  Tampa, Florida
Charles W. Poe                    4807 Sunset Blvd.         20 shares
                                  Tampa, Florida
</TABLE>





                                       5



<PAGE>   6


the proceeds of which will amount to at least $600.00.

                                   ARTICLE X

         Section 1.       For the regulation of the business and for the
conduct of the affairs of the corporation, to create, divide, limit and
regulate the powers of the corporation, the Directors and the Stockholders,
provision is made as follows:
                 (a)      General authority is hereby conferred upon the Board
of Directors of the corporation, except as the Stockholders may otherwise from
time to time provide or direct, to fix the consideration for which the shares
of stock of the corporation shall be issued and disposed of, and to provide
when and how such consideration shall be paid.
                 (b)      Meetings of the incorporators, of the Stockholders,
and of the Directors of the corporation, for all purposes, may be held at any
place, either inside or outside of the State of Florida.
                 (c)      All corporate powers, including the sale, mortgage,
hypothecation, and pledge of the whole or any part of the corporate property,
shall be exercised by the Board of Directors, except as otherwise expressly
provided by law.
                 (d)      The Board of Directors shall have power from time to
time to fix and determine and vary the amount of the working capital of the
corporation and direct and determine the use and disposition of any surplus or
net profits over and above the capital stock paid in, and in its discretion,
the Board of Directors may use and apply any such surplus or accumulated
profits in purchasing or acquiring bonds or other obligations of the
corporation or shares of its own capital stock, to such extent, in such manner
and upon such terms as the Board of Directors may deem expedient, but any
shares of such capital stock so purchased or acquired may not be resold unless
such shares shall have been retired in the manner provided by law for the
purpose of decreasing the corporation's capital stock.


                                       6

<PAGE>   7
                 (e)      The Board of Directors shall have the power of fixing
the compensation, by way of salaries and/or bonuses, and/or pensions, of the
employees, the agents, the officers, and directors, all or each of them, in
such sum and form and amount as may seem reasonable in and by their discretion.
                 (f)      The Board of Directors may designate from their
number an executive committee, which shall, for the time being, in the
intervals between meetings of the Board and to the extent provided by the
By-Laws and authorized by law, exercise the powers of the Board of Directors in
the management of the affairs and business of the corporation.
                 (g)      Any one or more of all of the directors may be
removed, either with or without cause, at any time, by the vote of the
stockholders holding a majority of the stock entitled to vote of the
corporation, at any special meeting, and thereupon the term of each director or
directors who shall have been so removed shall forthwith terminate, and there
shall be a vacancy or vacancies in the Board of Directors, to be filled as
provided by the By-Laws.
                 (h)      Any officers of the corporation may be removed either
with or without cause, at any time, by vote of a majority of the Board of
Directors.
                 (i)      No contract or other transaction between the
corporation and any other corporation shall be affected or invalidated by the
fact that any one or more of the directors or officers of this corporation is
or are interested in or is a director or officer or are directors or officers
of such other corporation, nor shall such contract or other transaction be
affected by the fact that the directors or officers of the corporation are
personally interested therein.  Any director or directors, officer or officers,
individually or jointly, may be a party or parties to or may be interested in
any contract or transaction of or with this corporation or in which this
corporation is interested; and no contract, act or transaction of this
corporation with 





                                       7

<PAGE>   8
any person or persons, firm, association, or corporation shall
be affected or invalidated by the fact that any director or directors or
officer or officers of this corporation is a part or are parties to, or
interested in, such contract, act or transaction or in any way connected with
such person or persons, firm, association or corporation, and each and every
person who may become a director or officer of this corporation is hereby
relieved, as far as is legally permissible, from any disability which might
otherwise prevent him from contracting with the corporation for the benefit of
himself or of any firm, association or corporation in which he may be in
anywise interested.
                 (j)      Subject always to By-Laws made by the Stockholders,
the Board of Directors may make By-Laws and from time to time alter, amend or
repeal any By-Laws, but any By-Laws made by the Board of Directors may be
altered or repealed by the Stockholders.
                 (k)      No holder of shares of the capital stock of any class
of the corporation shall have a pre-emptive or preferential right of
subscription to any shares of any class of stock of the corporation, whether
now or hereafter authorized, or to any obligations convertible into stock of
the corporation, issued or sold, nor any right of subscription to any thereof
other than such, if any, as the Board of Directors, in its discretion, may from
time to time determine and at such price as the Board of Directors may from
time to time fix; and any shares of stock or convertible obligations which the
corporation may determine to offer for subscription to the holders of stock
may, as the Board of Directors shall determine, be offered to more than one
class of stock, in such proportions as between said classes of stock as the
Board of Directors in its discretion may determine.  As used in this paragraph,
the expression "convertible obligations" shall include any notes, bonds or
other evidences of indebtedness to which are attached or with which are issued



                                       8

<PAGE>   9
warrants or other rights to purchase stock of the corporation of any class or
classes; and the Board of Directors is hereby expressly authorized, in its
discretion, in connection with the issue of any obligations or stock of the
corporation (but without intending hereby to limit its general power so to do
in any other cases) to grant rights or options to purchase stock of the 
corporation of any class upon which terms and during such periods as the Board 
of Directors shall determine, and to cause such rights or options to be 
evidenced by such warrants or other instruments as it may deem advisable.
                 (1)      The By-Laws of the corporation may provide for the
indemnification of the officers and directors of the corporation for their
actions and omissions up to the maximum extent permitted by law.   (effective
10/13/72)

                                   ARTICLE XI

         These Articles of Incorporation may be amended in the manner provided
by law.  Every amendment shall be approved by the Board of Directors, proposed
by them to the Stockholders, and approved at a Stockholders' meeting by a
majority of the stock entitled to vote thereon, unless all the Directors and
all the Stockholders sign a written statement manifesting their intention that
a certain amendment of these Articles of Incorporation be made.   (effective
10/13/72)




                                       9



<PAGE>   1
                                                                       EXHIBIT 4

                                                                         11-8-94

                                                                 Execution Draft





                            REVOLVING LOAN AGREEMENT

                          Dated as of November 9, 1994

                                  By And Among


                               POE & BROWN, INC.

                                      and

                        SUN BANK, NATIONAL ASSOCIATION, 

<PAGE>   2

                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                                          PAGE
                                                                                                                          ----
<S>              <C>                                                                                                        <C>
ARTICLE I        DEFINITIONS; CONSTRUCTION                                                                                
                                                                                                                          
                          Section 1.1      Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
                          Section 1.2      Accounting Terms and Determination  . . . . . . . . . . . . . . . . . . . . .    11
                          Section 1.3      Other Definitional Terms  . . . . . . . . . . . . . . . . . . . . . . . . . .    11
                          Section 1.4      Exhibits and Schedules  . . . . . . . . . . . . . . . . . . . . . . . . . . .    11
                                                                                                                          
ARTICLE II       REVOLVING LOANS                                                                                          
                                                                                                                          
                          Section 2.1      Commitment; Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . .   11
                          Section 2.2      Notes; Repayment  of Principal . . . . . . . . . . . . . . . . . . . . . . . .   12
                          Section 2.3      Payment of Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
                          Section 2.4      Extension of Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . .   13
                          Section 2.5      Reduction of Revolving Loan Commitments  . . . . . . . . . . . . . . . . . . .   13
                                                                                                                          
ARTICLE III      THIS ARTICLE IS NOT APPLICABLE                                                                           
                                                                                                                          
ARTICLE IV       GENERAL LOAN TERMS                                                                                       
                                                                                                                          
                          Section 4.1      Funding Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
                          Section 4.2      Disbursement of Funds  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
                          Section 4.3      Interest: Default, Payment and Determination . . . . . . . . . . . . . . . . .   14
                          Section 4.4      Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
                          Section 4.5      Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
                          Section 4.6      Voluntary Prepayments of Borrowings  . . . . . . . . . . . . . . . . . . . . .   15
                          Section 4.7      Payments, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
                          Section 4.8      LIBOR Rate Not Ascertainable, etc  . . . . . . . . . . . . . . . . . . . . . .   17
                          Section 4.9      Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
                          Section 4.10     Increased Costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
                          Section 4.11     This section is not applicable . . . . . . . . . . . . . . . . . . . . . . . .   19
                          Section 4.12     Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
                          Section 4.13     Assumptions Concerning Funding of Eurodollar Advances.
 . . . . . . . . . . . .   19
                          Section 4.14     This section is not applicable . . . . . . . . . . . . . . . . . . . . . . . .   19
                          Section 4.15     This section is not applicable . . . . . . . . . . . . . . . . . . . . . . . .   19
                          Section 4.16     Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
                          Section 4.17     Benefits to Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
                          Section 4.18     Limitation on Certain Payment Obligations  . . . . . . . . . . . . . . . . . .   20
                          Section 4.19     Change from One Type of Borrowing to Another . . . . . . . . . . . . . . . . .   20
                                                                                                                          
ARTICLE V.       CONDITIONS TO BORROWINGS                                                                                 
                                                                                                                          
                          Section 5.1      Conditions Precedent to Initial Loans  . . . . . . . . . . . . . . . . . . . .   20
                          Section 5.2      Conditions to All Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
                          Section 5.3      Certification for Each Borrowing . . . . . . . . . . . . . . . . . . . . . . .   24
</TABLE>
                                                                 
                                       i                                  

<PAGE>   3
                                                                            

<TABLE>                                                                     
<S>              <C>                                                                                                        <C>
ARTICLE VI       REPRESENTATIONS AND WARRANTIES                                                                           
                                                                                                                          
                          Section 6.1      Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . .   23
                          Section 6.2      Corporate Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
                          Section 6.3      Borrower Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . .   24
                          Section 6.4      Tax Returns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
                          Section 6.5      Actions Pending  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
                          Section 6.6      Representations; No Defaults . . . . . . . . . . . . . . . . . . . . . . . . .   25
                          Section 6.7      Title to Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
                          Section 6.8      Enforceability of Agreement  . . . . . . . . . . . . . . . . . . . . . . . . .   25
                          Section 6.9      Consent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                          Section 6.10     Use of Proceeds; Federal Reserve Regulations . . . . . . . . . . . . . . . . .   26
                          Section 6.11     ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                          Section 6.12     Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                          Section 6.13     Outstanding Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                          Section 6.14     Conflicting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                          Section 6.15     Pollution and Other Regulations  . . . . . . . . . . . . . . . . . . . . . . .   27
                          Section 6.16     Possession of Franchises, Licenses, Etc  . . . . . . . . . . . . . . . . . . .   28
                          Section 6.17     Patents, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
                          Section 6.18     Governmental Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
                          Section 6.19     Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
                          Section 6.20     Insurance Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
                          Section 6.21     Labor Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
                          Section 6.22     Intercompany Loans; Dividends  . . . . . . . . . . . . . . . . . . . . . . . .   29
                          Section 6.23     Burdensome Restrictions  . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
                          Section 6.24     Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
                          Section 6.25     First, Perfected Security Interest in Collateral . . . . . . . . . . . . . . .   29
                          Section 6.26     SEC Compliance and Filings . . . . . . . . . . . . . . . . . . . . . . . . . .   29
                          Section 6.27     Capital Stock of Borrower and Related Matters. . . . . . . . . . . . . . . . .   30
                          Section 6.28     Places of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
                                                                                                                          
ARTICLE VII      AFFIRMATIVE COVENANTS                                                                                    
                                                                                                                          
                          Section 7.1      Corporate Existence, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
                          Section 7.2      Compliance with Laws, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . .   30
                          Section 7.3      Payment of Taxes and Claims, Etc . . . . . . . . . . . . . . . . . . . . . . .   30
                          Section 7.4      Keeping of Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
                          Section 7.5      Visitation, Inspection, Etc. . . . . . . . . . . . . . . . . . . . . . . . . .   31
                          Section 7.6      Insurance; Maintenance of Properties . . . . . . . . . . . . . . . . . . . . .   31
                          Section 7.7      Reporting Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
                          Section 7.8      Maintain the Following Financial Covenants . . . . . . . . . . . . . . . . . .   35
                          Section 7.9      Notices Under Certain Other Indebtedness . . . . . . . . . . . . . . . . . . .   35
                          Section 7.10     Additional Guarantors  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                          Section 7.11     Ownership of Guarantors  . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                                                                                                                          
ARTICLE VIII     NEGATIVE COVENANTS                                                                                       
                                                                                                                          
                          Section 8.1      Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                          Section 8.2      Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
                          Section 8.3      Sales, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   38
                          Section 8.4      Mergers, Acquisitions, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . .   38
                          Section 8.5      Investments, Loans, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .   38
</TABLE>
                                                                  
                                       ii                                   

<PAGE>   4

<TABLE>                                                                   
<S>              <C>                                                                                                        <C>
                          Section 8.6      Sale and Leaseback Transactions  . . . . . . . . . . . . . . . . . . . . . . .   39
                          Section 8.7      Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . .   39
                          Section 8.8      Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39
                          Section 8.9      Changes in Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39
                          Section 8.10     ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          Section 8.11     Additional Negative Pledges  . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          Section 8.12     Limitation on Payment Restrictions Affecting Consolidated                      
                                                  Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          Section 8.13     Actions Under Certain Documents  . . . . . . . . . . . . . . . . . . . . . . .   40
                          Section 8.14     Financial Statements; Fiscal Year  . . . . . . . . . . . . . . . . . . . . . .   40
                          Section 8.15     Change of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          Section 8.16     Change of Control  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          Section 8.17     Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          Section 8.18     Changes in Debt Instruments. . . . . . . . . . . . . . . . . . . . . . . . . .   40
                          Section 8.19     THIS SECTION IS NOT APPLICABLE                                                 
                          Section 8.20     No Issuance of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . .   41
                          Section 8.21     No Payments on Subordinated Debt.  . . . . . . . . . . . . . . . . . . . . . .   41
                          Section 8.22     Insurance Business.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
                                                                                                                          
ARTICLE IX       EVENTS OF DEFAULT                                                                                        
                                                                                                                          
                          Section 9.1      Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
                          Section 9.2      Covenants Without Notice . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
                          Section 9.3      Other Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
                          Section 9.4      Representations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
                          Section 9.5      Non-Payments of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . .   42
                          Section 9.6      Defaults Under Other Agreements  . . . . . . . . . . . . . . . . . . . . . . .   42
                          Section 9.7      Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
                          Section 9.8      ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
                          Section 9.9      Money Judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
                          Section 9.10     Ownership of Credit Parties and Pledged Entities . . . . . . . . . . . . . . .   43
                          Section 9.11     Change in Control of Borrower  . . . . . . . . . . . . . . . . . . . . . . . .   43
                          Section 9.12     Default Under Other Credit Documents . . . . . . . . . . . . . . . . . . . . .   43
                          Section 9.13     Management.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
                          Section 9.14     Attachments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
                          Section 9.15     Default Under Subordinated Loan Documents  . . . . . . . . . . . . . . . . . .   44
                          Section 9.16     Material Adverse Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
                                                                                                                          
ARTICLE X        THIS ARTICLE IS NOT APPLICABLE                                                                           
                                                                                                                          
ARTICLE XI       MISCELLANEOUS                                                                                            
                                                                                                                          
                          Section 11.1     Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
                          Section 11.2     Amendments, Etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45
                          Section 11.3     No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . .   45
                          Section 11.4     Payment of Expenses, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . .   45
                          Section 11.5     Right of Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
                          Section 11.6     Benefit of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
                          Section 11.7     Governing Law; Submission to Jurisdiction  . . . . . . . . . . . . . . . . . .   49
                          Section 11.8     Independent Nature of Lender' Rights . . . . . . . . . . . . . . . . . . . . .   50
                          Section 11.9     Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50
</TABLE>
                                                                     





                                      iii

<PAGE>   5


<TABLE>
<S>                       <C>                                                                                            <C>
                          Section 11.10    Effectiveness; Survival  . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          Section 11.11    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          Section 11.12    Independence of Covenants  . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          Section 11.13    Change in Accounting Principles, Fiscal Year or Tax                         
                                                Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          Section 11.14    Headings Descriptive; Entire Agreement . . . . . . . . . . . . . . . . . . .  50
                          Section 11.15    Time is of the Essence . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          Section 11.16    Usury  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          Section 11.17    Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                                                                                                                       

                                   SCHEDULES
                                   ---------
                                       

Schedule  6.1                     Organization and Ownership of Subsidiaries
Schedule  6.4                     Tax Filings and Payments
Schedule  6.5                     Certain Pending and Threatened Litigation
Schedule  6.7                     Liens on Borrower Assets
Schedule  6.11                    Employee Benefit Matters
Schedule  6.13                    Outstanding Debt and Defaults
Schedule  6.14                    Conflicting Agreements
Schedule  6.15(a)                 Environmental Compliance
Schedule  6.15(b)                 Environmental Notices
Schedule  6.15(c)                 Environmental Permits
Schedule  6.17                    Patent, Trademark, License, and Other
                                    Intellectual Property Matters
Schedule  6.21                    Labor and Employment Matters
Schedule  6.22                    Intercompany Loans
Schedule  6.23                    Burdensome Restrictions
Schedule  6.28(a)                 Places of Business
Schedule  6.28(b)                 Material Places of Business
Schedule  8.1(b)                  Existing Indebtedness
Schedule  8.2                     Existing Liens
Schedule  9.11                    Permitted Stockholders





                                   EXHIBITS
                                   --------
                                       
Exhibit A                         Form of Revolving Credit Note
Exhibit B                         Form of Guaranty Agreement
Exhibit C                         Form of Notice of Borrowing
Exhibit D                         Form of Notice of Conversion/Continuation
Exhibit E                         Form of Pledge Agreement
Exhibit F                         Form of Security Agreement
Exhibit G                         Form of Closing Certificate
Exhibit H                         Form of Opinion of Borrower's Counsel
Exhibit I                         Form of Contribution Agreement
</TABLE>






                                       iv

<PAGE>   6

                            REVOLVING LOAN AGREEMENT


         THIS REVOLVING LOAN AGREEMENT, dated as of November 9, 1994 (the
"Agreement") by and among POE & BROWN, INC. (the "Borrower"), a Florida
corporation, and SUN BANK, NATIONAL ASSOCIATION, a national banking association
(the "Lender").


                               W I T N E S E T H:


         THAT for and in consideration of the mutual covenants made herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:

                                   ARTICLE I

                           DEFINITIONS; CONSTRUCTION


        SECTION 1.1 DEFINITIONS.  As used in this Agreement, and in any
instrument, certificate, document or report delivered pursuant thereto, the
following terms shall have the following meanings (to be equally applicable to
both the singular and plural forms of the term defined):

                 "ADVANCE" shall mean any principal amount advanced and
remaining outstanding at any time under the Revolving Loan which Advance shall
be made or outstanding as a Base Rate Advance or a Eurodollar Advance, as the
case may be.

                 "AFFILIATE" of any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise.  For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

                 "AGREEMENT" shall mean this Revolving Loan Agreement, as
originally executed and as it may be from time to time supplemented, amended,
restated, renewed or extended and in effect.

                 "APPLICABLE MARGIN" shall mean:

                 (a)      0.00% for a Base Rate Advance

                 (b)      Until December 31, 1994 0.50% for a Eurodollar
         Advance.  On and after December 31, 1994, the Applicable Margin for a
         Eurodollar Advance shall be the percentage designated below based on
         the Borrower's Funded Debt to Capital Ratio and the Borrower's Funded
         Debt to Cash Flow Ratio, measured quarterly:

<TABLE>
<CAPTION>
                                             Funded Debt to Capital
                          <S>                <C>              <C>      <C>      <C>
                          Funded Debt        > or = .45       > .35 & < .45       < or = .35
                          to Cash Flow

                          > or = 1.00x       L + 1.25%        L + 1.00%         L + 0.75%
                          
                          < 1.00x            L + 1.00%        L + 0.75%         L + 0.50%
                                                                                        
</TABLE>
                  

<PAGE>   7

provided, however, that adjustments, if any, to the Applicable Margin based on
changes in the Ratios set forth above shall be made and become effective on the
first day of the second fiscal quarter after the Statement Date.

                 "ASSET VALUE" shall mean, with respect to any property or
asset of any Consolidated Company as of any particular date, an amount equal to
the greater of (i) the then book value of such property or asset as established
in accordance with GAAP, and (ii) the then fair market value of such property
or asset as determined in good faith by the board of directors of such
Consolidated Company.

                 "AVAILABILITY FEE" shall mean a fee based upon the unused
portion of the Revolving Loan Commitment of the Lender.  Such fee shall be
computed at a rate equal to 0.25% per annum (calculated on an actual/360 day
year) on the average daily unused portion of the Revolving Loan Commitment, and
shall be payable to the Lender quarterly in arrears on the last calendar day of
each fiscal quarter of Borrower and on the Maturity Date.

                 "BANKRUPTCY CODE" shall mean The Bankruptcy Code of 1978, as
amended and in effect from time to time (11 U.S.C.  Section Section 101 et
seq.).

                 "BASE ADVANCE RATE"  shall mean, with respect to a Base Rate
Advance, the rate obtained by adding (A) the Base Rate, and (B) the Applicable
Margin for a Base Rate Advance.

                 "BASE RATE" shall mean (with any change in the Base Rate to be
effective as of the date of change of either of the following rates) the higher
of (a) the rate which the Lender designates from time to time to be its prime
lending rate, as in effect from time to time, and (b) the Federal Funds Rate,
as in effect from time to time, plus one-half of one percent (0.50%) (i.e. 50
basis points) per annum.  The Lender's prime lending rate is a reference rate
and does not necessarily represent the lowest or best rate charged to its
customers; the Lender may make commercial loans or other loans at rates of
interest at, above or below the Lender's prime lending rate.

                 "BASE RATE ADVANCE" shall mean an Advance bearing interest
based on the Base Rate.

                 "BASE RATE LOAN" shall mean a Loan which bears interest at the
Base Advance Rate.

                 "BORROWING" shall mean the making of a Loan, the extension of
an Advance, or the conversion of a Loan of one Type into a Loan of another
Type.

                 "BUSINESS DAY" shall mean, with respect to Eurodollar
Advances, any day other than a day on which commercial banks are closed or
required to be closed for domestic and international business, including
dealings in Dollar deposits on the London Interbank Market, and with respect to
all other Loans and matters, any day other than Saturday, Sunday and a day on
which commercial banks are required to be closed for business in Orlando,
Florida.

                 "CAPITALIZED LEASE OBLIGATIONS" shall mean all lease
obligations which have been or are required to be, in accordance with GAAP,
capitalized on the books of the lessee.

                 "CAPITAL STOCK" of any Person shall mean any shares, equity or
profits interests, participations or other equivalents (however designated) of
capital stock and any rights, warrants or options, or other securities
convertible into or exercisable or exchangeable for any such shares, equity or
profits interest, participations or other equivalents, directly or indirectly
(or any equivalent ownership interest, in the case of a Person which is not a
Corporation.





                                       2

<PAGE>   8

                 "CERCLA" has the meaning set forth in Section 6.15(a) of this
Agreement.

                 "CLOSING DATE" shall mean the date on or before November 17,
1994, on which the initial Loan is made and the conditions set forth in Section
5.1 are satisfied or waived in accordance with Section 11.3.

                 "CLOSING FEES" shall mean the fees paid by the Borrower to the
Lender as otherwise agreed.

                 "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                 "COLLATERAL" shall mean a first, perfected security interest
(subject to the Permitted Liens) in all the assets, real and personal,
intangible and tangible, of the Consolidated Companies, including a pledge of
all the Capital Stock of each Consolidated Subsidiary, now owned or hereafter
acquired.

                 "CONSENT BY LESSOR"  shall mean the written agreement to the
Lender by a landlord for any Material Place of Business which is leased by any
Consolidated Company by which said landlord agrees that any landlord's lien,
security interest, or any other encumbrance which the landlord may at any time
have in or to any property of the Consolidated Company as a tenant for said
Material Place of Business is subordinate in all respects to the Lien granted
Lender in any personal property of said Consolidated Company.

                 "CONSOLIDATED COMPANIES" shall mean, collectively, Borrower
and all of its Subsidiaries.

                 "CONSOLIDATED NET INCOME (LOSS)" shall mean, for any fiscal
period of Borrower, the net income (or loss) of the Consolidated Companies on a
consolidated basis for such period (taken as a single accounting period)
determined in conformity with GAAP; provided that there shall be excluded
therefrom (i) any items of gain or loss, together with any related provision
for taxes, which were included in determining such consolidated net income and
were not realized in the ordinary course of business or the result of a sale of
assets other than in the ordinary course of business; and (ii) the income (or
loss) of any Person accrued prior to the date such Person becomes a Subsidiary
of Borrower or (in the case of a Person other than a Subsidiary) is merged into
or consolidated with any Consolidated Company, or such Person's assets are
acquired by any Consolidated Company.

                 "CONSOLIDATED NET WORTH" shall mean as of the date of
determination, the Borrower's  Shareholders' Equity as determined in accordance
with GAAP.

                 "CONSOLIDATED SUBSIDIARY" shall mean, as at any particular
time, any corporation included as a Consolidated Subsidiary of Borrower in
Borrower's most recent financial statements furnished to its stockholders and
certified by Borrower's independent public accountants.

                 "CONTRACTUAL OBLIGATION" of any Person shall mean any
provision of any security issued by such Person or of any agreement, instrument
or undertaking under which such Person is obligated or by which it or any of
the property owned by it is bound.

                 "CREDIT DOCUMENTS" shall mean, collectively, this Agreement,
the Note, the Guaranty Agreement, the Pledge Agreement and all other Security
Documents.

                 "CREDIT PARTIES" shall mean, collectively, each of Borrower,
the Guarantors, and every other Person who from time to time executes a Credit
Document with respect to all or any portion of the Obligations.





                                       3

<PAGE>   9

                 "DEFAULT" shall mean any condition or event which, with notice
or lapse of time or both, would constitute an Event of Default.

                 "DEFAULT RATE" shall mean the rate of interest set forth in
Section 4.3 hereof.

                 "DOLLAR" and "U.S. DOLLAR" and the sign "$" shall mean lawful
money of the United States of America.

                 "ENVIRONMENTAL LAWS" shall mean all federal, state, local and
foreign statutes and codes or regulations, rules or ordinances issued,
promulgated, or approved thereunder, now or hereafter in effect (including,
without limitation, those with respect to asbestos or asbestos containing
material or exposure to asbestos or asbestos containing material), relating to
pollution or protection of the environment and relating to public health and
safety, relating to (i) emissions, discharges, releases or threatened releases
of pollutants, contaminants, chemicals or industrial toxic or hazardous
constituents, substances or wastes, including without limitation, any Hazardous
Substance, petroleum including crude oil or any fraction thereof, any petroleum
product or other waste, chemicals or substances regulated by any Environmental
Law into the environment (including without limitation, ambient air, surface
water, ground water, land surface or subsurface strata), or (ii) the
manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of any Hazardous Substance, petroleum including
crude oil or any fraction thereof, any petroleum product or other waste,
chemicals or substances regulated by any Environmental Law, and (iii)
underground storage tanks and related piping, and emissions, discharges and
releases or threatened releases therefrom, such Environmental Laws to include,
without limitation (i) the Clean Air Act (42 U.S.C. Section 7401 et seq.), (ii)
the Clean Water Act (33 U.S.C. Section 1251 et sec.), (iii) the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), (iv) the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.) and (v) the
Comprehensive Environmental Response Compensation and Liability Act, as amended
by the Superfund Amendments and Reauthorization Act (42 U.S.C. Section 9601 et
seq.).

                 "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended and in effect from time to time.

                 "ERISA AFFILIATE" shall mean, with respect to any Person, each
trade or business (whether or not incorporated) which is a member of a group of
which that Person is a member and which is either within a controlled group of
corporations or under common control within the meaning of the regulations
promulgated under Section 414 of the Code and the regulations promulgated
thereunder.

                 "EURODOLLAR ADVANCE" shall mean an Advance bearing interest
based on LIBOR.

                 "EVENT OF DEFAULT" shall have the meaning set forth in Article
IX hereof.

                 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and any successor statute thereto.

                 "EXECUTIVE OFFICER" shall mean with respect to any Person
(other than a Guarantor), the President, any Vice President, Chief Financial
Officer, Treasurer, Secretary and any Person holding comparable offices or
duties, and with respect to a Guarantor, the President, any Vice President or
the Treasurer.





                                       4

<PAGE>   10

                 "FACILITY" or "FACILITIES" shall mean the Revolving Loan
Commitment and Revolving Loans, as the context may indicate.

                 "FEDERAL FUNDS RATE" shall mean for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of Atlanta, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Lender from three Federal
funds brokers of recognized standing selected by the Lender.

                 "FIRST UNION"  shall mean First Union National Bank of
Florida, a national banking association, and with respect to which the
Consolidated Companies are currently indebted under one or more credit
facilities.

                 "FUNDED DEBT" shall mean all Indebtedness for money borrowed,
Indebtedness evidenced or secured by purchase money liens, Capitalized Lease
Obligations, conditional sales contracts and similar title retention debt
instruments, (regardless of when such Indebtedness matures).  The calculation
of Funded Debt shall include (without duplication) (i) all Funded Debt of the
Consolidated Companies, (ii) all Funded Debt of other Persons, other than
Subsidiaries, which has been Guaranteed by a Consolidated Company, which is
supported by a letter of credit issued for the account of a Consolidated
Company, or as to which and to the extent a Consolidated Company or its assets
have otherwise become liable for payment thereof, (iii) all Indebtedness for
money borrowed by the Consolidated Companies pursuant to lines of credit or
revolving credit facilities (regardless of the term thereof), and (iv) all
Subordinated Debt.

                 "FUNDED DEBT TO CAPITAL RATIO" shall mean as of the applicable
date, the ratio of (i) Funded Debt to (ii) Capital, for the Consolidated
Companies, on a consolidated basis.

                 "FUNDED DEBT TO CASH FLOW RATIO" shall mean as of the
applicable date, the ratio of (i) Funded Debt to (ii) Consolidated Net Income
(Loss) plus depreciation and amortization, for the Consolidated Companies, on a
consolidated basis.

                 "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

                 "GUARANTEED INDEBTEDNESS" shall mean, as to any Person, any
obligation of such Person guaranteeing any indebtedness, lease, dividend, or
other obligation ("primary obligation") of any other Person (the "primary
obligor") in any manner including, without limitation, any obligation or
arrangement of such Person (i) to purchase or repurchase any such primary
obligation; (ii) to advance or supply funds (a) for the purchase or payment of
any such primary obligation, or (b) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet condition of the primary obligor; (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation; (iv) to indemnify the owner of such
primary obligation against loss in respect thereof; (v) by which and to the
extent said Person or its assets have otherwise become liable for payment of
any such primary obligation; or (vi) supporting a letter of credit issued for
the account of said primary obligor.





                                       5

<PAGE>   11

                 "GUARANTORS" shall mean, collectively, all present and future
Material Subsidiaries, and their respective successors and permitted assigns.

                 "GUARANTY" shall mean any contractual obligation, contingent
or otherwise, of a Person with respect to any Indebtedness or other obligation
or liability of another Person, including without limitation, any such
Indebtedness, obligation or liability directly or indirectly guaranteed,
endorsed, co-made or discounted or sold with recourse by that Person, or in
respect of which that Person is otherwise directly or indirectly liable,
including contractual obligations (contingent or otherwise) arising through any
agreement to purchase, repurchase, or otherwise acquire such Indebtedness,
obligation or liability or any security therefor, or any agreement to provide
funds for the payment or discharge thereof (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), or to maintain
solvency, assets, level of income, or other financial condition, or to make any
payment other than for value received.  The amount of any Guaranty shall be
deemed to be an amount equal to the stated or determinable amount of the
primary obligation in respect to which said Guaranty is made or, if not so
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

                 "GUARANTY AGREEMENTS" shall mean, collectively, the Guaranty
Agreement executed by each of the Guarantors from time to time in favor of the
Lender and the Lender, substantially in the form of Exhibit B as the same may
be amended, restated or supplemented from time to time.

                 "HAZARDOUS MATERIALS" shall mean oil, petroleum or chemical
liquids or solids, liquid or gaseous products, asbestos, or any other hazardous
waste or Hazardous Substances, including, without limitation, hazardous medical
waste or any other substance described in any Hazardous Materials Law.

                 "HAZARDOUS MATERIALS LAW" shall mean the Comprehensive
Environmental Response Compensation and Liability Act as amended by the
Superfund Amendments and Reauthorization Act, 42 U.S.C. Section 9601, the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, the state
hazardous waste laws, as such laws may from time to time be in effect, and
related regulations, and all similar laws and regulations.

                 "HAZARDOUS SUBSTANCES" has the meaning assigned to that term
in CERCLA.

                 "INDEBTEDNESS" of any Person shall mean, without duplication
(i) all obligations of such Person which in accordance with GAAP would be shown
on the balance sheet of such Person as a liability (including, without
limitation, obligations for borrowed money and for the deferred purchase price
of property or services, obligations evidenced by bonds, debentures, notes or
other similar instruments, and contingent reimbursement obligations under
undrawn letters of credit); (ii) all Capitalized Lease Obligations; (iii) all
Guaranteed Indebtedness of such Person; (iv) Indebtedness of others secured by
any Lien upon property owned by such Person, whether or not assumed; and (v)
obligations or other liabilities under currency contracts, interest rate
hedging contracts, or similar agreements or combinations thereof.

                 "INTERCOMPANY CREDIT DOCUMENTS" shall mean, collectively, the
promissory notes and all related loan, subordination, and other agreements, to
the extent that they exist, relating in any manner to the Intercompany Loans.

                 "INTERCOMPANY LOANS" shall mean, collectively, (i) the loans
more particularly described on Schedule 6.22, and (ii) those loans or other
extensions of credit from time to time made by any Consolidated Company to
another Consolidated Company satisfying the terms and conditions set forth in
Section 8.1(e) or as may otherwise be approved in writing by the Lender.





                                       6

<PAGE>   12

                 "INTEREST PERIOD" shall mean with respect to Eurodollar
Advances, the period of 1, 2, 3, 6 or 12 months selected by the Borrower under
Section 4.4 hereof.

                 "INVESTMENT" shall mean, when used with respect to any Person,
any direct or indirect advance, loan or other extension of credit (other than
the creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, capital stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person.

                 "LENDER" or "LENDER" shall mean Sun Bank, National Association
and each eligible assignee thereof, if any.

                 "LENDING OFFICE" shall mean for the Lender the office the
Lender may designate in writing from time to time to Borrower and the Lender
with respect to each Type of Loan.

                 "LIBOR" shall mean, for any Interest Period, the offered rates
for deposits in U.S. Dollars for a period comparable to the Interest Period
appearing on the Reuters Screen LIBOR Page as of 11:00 a.m., (London, England
time), on the day that is two Business Days prior to the first day of the
Interest Period.  If two or more of such rates appear on the Reuters Screen
LIBOR Page, the rate for that Interest Period will be the arithmetic mean of
such rates, rounded, if necessary, to the next higher 1/16 of 1.0%; and in
either case as such rates may be adjusted for any applicable reserve
requirements.  If the foregoing rate is unavailable from the Reuters Screen for
any reason, then such rate shall be determined by the Lender from Telerate Page
3750 or, if such rate is also unavailable on such service, then on any other
interest rate reporting service of recognized standing designated in writing by
the Lender to Borrower and the Lender; in any such case rounded, if necessary,
to the next higher 1/16 of 1.0%, if the rate is not such a multiple.

                 "LIBOR ADVANCE RATE" shall mean, with respect to each Interest
Period for a Eurodollar Advance, the rate obtained by adding (A) LIBOR for such
Interest Period, and (B) the Applicable Margin for a Eurodollar Advance.

                 "LIEN" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind or description and shall include,
without limitation, any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, any capitalized lease in the nature
thereof including any lease or similar arrangement with a public authority
executed in connection with the issuance of industrial development revenue
bonds or pollution control revenue bonds, and the filing of or agreement to
give any financing statement under the Uniform Commercial Code of any
jurisdiction.

                 "LOAN" OR "LOANS" shall mean, collectively, the Revolving
Loans.

                 "MARGIN REGULATIONS" shall mean Regulation G, Regulation T,
Regulation U and Regulation X of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time.

                 "MATERIAL PLACE OF BUSINESS"  shall mean the Places of
business set forth in Schedule 6.28(b) hereto and any other or new Place of
Business which is either (i) owned by a Consolidated Company, or (ii) leased by
a Consolidated Company, at which the Consolidated Company has at said location
tangible personal property which is material to the operations of that
Consolidated Company.

                 "MATERIALLY ADVERSE EFFECT" shall mean the occurrence of an
event which could reasonably be expected to cause a materially adverse change
in (i) the business, results of operations, financial condition, assets or
prospects of the Consolidated Companies, taken as a whole, (ii) the ability of
the Borrower to perform





                                       7

<PAGE>   13

its obligations under this Agreement, or (iii) the ability of the Credit
Parties (taken as a whole) to perform their respective obligations under the
Credit Documents.

                 "MATERIAL SUBSIDIARY" shall mean (i) each entity listed in
Schedule 6.1 hereto, and (ii) each other Subsidiary of Borrower, now existing
or hereinafter established or acquired, that at any time prior to the Maturity
Date, has or acquires  assets in excess of $1,000,000.

                 "MATURITY DATE" shall mean the earlier of (i) November 9,
1997, unless said date is otherwise extended as provided under Section
2.4,hereof, and (ii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and payable
pursuant to the provisions of Article IX hereof.

                 "MULTI-EMPLOYER PLAN" shall have the meaning set forth in
Section 4001(a)(3) of ERISA.

                 "NOTE" shall mean the Revolving Credit Note as originally
executed and as the same may be from time to time supplemented, modified,
amended, renewed or extended.

                 "NOTICE OF BORROWING" shall have the meaning provided in
Section 4.1 hereof, the form of which is attached hereto as Exhibit C.

                 "NOTICE OF CONVERSION/CONTINUATION" shall have the meaning
provided in Section 4.1 hereof, the form of which is attached hereto as Exhibit
D.

                 "OBLIGATIONS" shall mean all amounts owing to the Lender
pursuant to the terms of this Agreement or any other Credit Document, including
without limitation, all Loans (including all principal and interest payments
due thereunder), fees (including reasonable attorneys' fees as permitted under
any Credit Document), expenses, indemnification and reimbursement payments
(including any reimbursement obligation with respect to any letter of credit,
if drawn upon after any Event of Default which has occurred and is continuing),
indebtedness, liabilities, and obligations of the Credit Parties, direct or
indirect, absolute or contingent, liquidated or unliquidated, now existing or
hereafter arising, together with all renewals, extensions, modifications or
refinancings thereof.

                 "PBGC" shall mean the Pension Benefit Guaranty Corporation,
and any successor thereto.

                 "PERMITTED ACQUISITIONS" shall mean the acquisition, by
merger, consolidation, purchase or otherwise, by any Consolidated Company of
any Person or substantially all the assets of said Person who is not Affiliated
with the Borrower, to the extent the purchase price or the value of said
acquisition (as reasonably determined by the board of directors of the
acquiring Consolidated Company) for said acquisition is less than $5,000,000
(determined as including any Funded Debt to be assumed in said acquisition),
and after which no Event of Default will occur or be continuing.

                 "PERMITTED LIENS" shall mean those Liens expressly permitted
by Section 8.2 hereof.

                 "PERSON" shall mean any individual, partnership, joint
venture, firm, corporation, trust, unincorporated association, government or
any department or agency thereof, and any other entity whatsoever.

                 "PLACES OF BUSINESS"  shall mean those locations owned or
leased by any Consolidated Company or at which any assets of any Consolidated
Company are located, as set forth in Schedule 6.28(a) hereto.





                                       8

<PAGE>   14

                 "PLAN" shall mean any employee benefit plan, program,
arrangement, practice or contract, maintained by or on behalf of the Borrower
or an ERISA Affiliate, which provides benefits or compensation to or on behalf
of employees or former employees, whether formal or informal, whether or not
written, including but not limited to, the following types of plans:

                 (i)      EXECUTIVE ARRANGEMENTS - any bonus, incentive
         compensation, stock option, deferred compensation, commission,
         severance, "golden parachute", "rabbi trust", or other executive
         compensation plan, program, contract, arrangement or practice;

                 (ii)     ERISA PLANS - any "employee benefit plan" defined in
         Section 3(3) of ERISA), including, but not limited to, any defined
         benefit pension plan, profit sharing plan, money purchase pension
         plan, savings or thrift plan, stock bonus plan, employee stock
         ownership plan, Multi-Employer Plan, or any plan, fund, program,
         arrangement or practice providing for medical (including
         post-retirement medical), hospitalization, accident, sickness,
         disability, or life insurance benefits; and

                 (iii) OTHER EMPLOYEE FRINGE BENEFITS - any stock purchase,
         vacation, scholarship, day care, prepaid legal services, severance pay
         or other fringe benefit plan, program, arrangement, contract or
         practice.

                 "PLEDGE AGREEMENT"  shall mean, collectively, that certain
Pledge Agreement executed in favor of the Lender, substantially in the form of
Exhibit E providing for the grant of first, perfected Liens on the Pledged
Stock as the same may be amended, restated or supplemented from time to time.

                 "PLEDGED STOCK" shall mean, collectively, 100% of all the
issued and outstanding Capital Stock, together with all warrants, stock
options, and other purchase and conversion right with respect to such Capital
Stock, of each Material Subsidiary at any time outstanding.

                 "REGULATION D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System, as the same may be in effect from time
to time.

                 "REQUIREMENT OF LAW" for any Person shall mean the articles or
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or a court or other governmental authority, in
each case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

                 "REUTERS SCREEN" shall mean, when used in connection with any
designated page and LIBOR, the display page so designated on the Reuters
Monitor Money Rates Service (or such other page as may replace that page on
that service for the purpose of displaying rates comparable to LIBOR).

                 "REVOLVING CREDIT NOTE" shall mean the promissory notes
evidencing the Revolving Loans in the form attached hereto as Exhibit A.

                 "REVOLVING LOANS" shall mean, collectively, the revolving
credit loans made to Borrower by the Lender pursuant to Section 2.1 hereof.





                                       9

<PAGE>   15

                 "REVOLVING LOAN COMMITMENT" shall mean, the amount of
$10,000,000 as the same may be decreased from time to time as a result of any
reduction thereof pursuant to Section 2.5 hereof, or any amendment thereof
pursuant to Section 11.2 hereof.

                 "SECURITY AGREEMENT" shall mean, collectively, that certain
Security Agreement executed in favor of the Lender, substantially in the form
of Exhibit E providing for the grant of first, perfected Liens on such of the
Collateral not constituting Pledged Stock as the same may be amended, restated
or supplemented from time to time, subject only to Permitted Liens.

                 "SECURITY DOCUMENTS" shall mean such security agreements,
financing statements, pledge agreements, blank stock powers, mortgage documents
and other documents as are necessary to grant to the Lender a first, perfected
security interest in the Collateral.

                 "SHAREHOLDERS' EQUITY" shall mean, with respect to any Person
as at any date of determination, the shareholders' equity of such Person,
determined on a consolidated basis in conformity with GAAP.

                 "STATEMENT DATE" shall mean the last day of the fiscal quarter
of Borrower to which the quarterly financial statements relate as delivered
from time to time by the Borrower under Section 7.7(b) hereof.

                 "SUBORDINATED DEBT" shall mean all present and future
Indebtedness of Borrower and its Subsidiaries to any Person other than to the
Lender under this Agreement, and which Indebtedness is subordinated to all
Obligations due the Lender under this Agreement on terms and conditions
satisfactory in all respects to the Lender including without limitation, with
respect to interest rates, payment terms, maturities, amortization schedules,
covenants, defaults, remedies, collateral and subordination provisions, as
evidenced by the written approval of the Lender.  Including, if required by the
Lender, a separate subordination agreement from the holder of said Debt to the
Lender.

                 "SUBSIDIARY" shall mean, with respect to any Person, any
corporation or other entity (including, without limitation, partnerships, joint
ventures, and associations) regardless of its jurisdiction of organization or
formation, at least a majority of the  combined voting power of all classes of
voting stock or other ownership interests of which shall, at the time as of
which any determination is being made, be owned by such Person, either directly
or indirectly through one or more other Subsidiaries.

                 "TAXES" shall mean any present or future taxes, levies,
imposts, duties, fees, assessments, deductions, withholdings or other charges
of whatever nature, including without limitation, income, receipts, excise,
property, sales, transfer, license, payroll, withholding, social security and
franchise taxes now or hereafter imposed or levied by the United States, or any
state, local or foreign government or by any department, agency or other
political subdivision or taxing authority thereof or therein and all interest,
penalties, additions to tax and similar liabilities with respect thereto.

                 "TELERATE" shall mean, when used in connection with any
designated page and the "Certificate of Deposit Rate" or "LIBOR," the display
page so designated on the Dow Jones Telerate Service (or such other page as may
replace that page on that service for the purpose of displaying rates
comparable to the "Certificate of Deposit Rate" or "LIBOR").

                 "CAPITAL" shall mean the sum of Funded Debt and Consolidated
Net Worth of the Consolidated Companies.

                 "TYPE" of Borrowing shall mean a Borrowing consisting of Base
Rate Advances or Eurodollar Advances.





                                       10

<PAGE>   16


                 "WHOLLY OWNED SUBSIDIARY" shall mean any Subsidiary, all the
stock or ownership interest of every class of which, except directors'
qualifying shares, shall, at the time as of which any determination is being
made, be owned by Borrower either directly or indirectly.

         SECTION 1.2      ACCOUNTING TERMS AND DETERMINATION.  Unless otherwise
defined or specified herein, all accounting terms shall be construed herein,
all accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with, GAAP.

         SECTION 1.3      OTHER DEFINITIONAL TERMS.  The words "hereof",
"herein" and "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Article, Section, Schedule, Exhibit and like
references are to this Agreement unless otherwise specified.

         SECTION 1.4      EXHIBITS AND SCHEDULES.  All Exhibits and Schedules
attached hereto are by reference made a part hereof.

                                   ARTICLE II

                                REVOLVING LOANS

         SECTION 2.1      COMMITMENT; USE OF PROCEEDS.

                 (a)      Subject to and upon the terms and conditions herein
         set forth, the Lender agrees to make to Borrower from time to time on
         and after the Closing Date, but prior to the Maturity Date, Revolving
         Loans in an aggregate amount outstanding at any time not to exceed the
         Lender's Revolving Loan Commitment.  Borrower shall be entitled to
         borrow, repay and reborrow Revolving Loans in accordance with the
         provisions hereof.

                 (b)      Each Revolving Loan shall, at the option of Borrower,
         be made or continued as, or converted into, part of one or more
         Borrowings that shall consist entirely of Base Rate Advances or
         Eurodollar Advances.  The aggregate principal amount of each Borrowing
         of Revolving Loans shall in the case of Eurodollar Advances be not
         less than $1,000,000 or a greater integral multiple of $500,000, and
         in the case of Base Rate Advances shall be not less than $500,000 or a
         greater integral multiple of $100,000, or in such lesser Loan amounts
         as shall then equal the unused amount of the  Revolving Loan
         Commitment.  At no time shall the number of Borrowings made as
         Eurodollar Advances then outstanding under this Article II exceed six;
         provided that, for the purpose of determining the number of Borrowings
         outstanding and the minimum amount for Borrowings resulting from
         continuations, all Borrowings of Base Rate Advances under the
         Revolving Loan shall be considered as one Borrowing.  The parties
         hereto agree that (i) the aggregate principal balance of the Revolving
         Loans of the Lender as a group shall not exceed the Revolving Loan
         Commitment, and (ii) Lender shall not be obligated to make Revolving
         Loans in excess of its Revolving Loan Commitment.

                 (c)      The proceeds of the Revolving Loans shall be used
         solely for the following purposes:





                                       11

<PAGE>   17

                          (i)     To pay in full and terminate all credit
                 facilities due First Union and to obtain from First Union a
                 termination of all Liens held by First Union;

                          (ii)    To finance Permitted Acquisitions as
                 described herein;

                          (iii)   For working capital and for other general
                 corporate purposes, including capital expenditures of the
                 Consolidated Companies;

                          (iv)    To pay all transaction fees and expenses
                 incurred in connection with this facility including Closing
                 Fees and costs and expenses, including attorneys' fees, of the
                 Lender, and, with the consent of the Lender, costs and
                 expenses, including attorneys' fees, of the Borrower; and

                          (v)     To pay other fees to the Lender or Lender
                 from time to time under this Agreement including Availability
                 Fees.

         SECTION 2.2      NOTES; REPAYMENT  OF PRINCIPAL.

                 (a)      Borrower's obligations to pay the principal of, and
         interest on, the Revolving Loans to the Lender shall be evidenced by
         the records of the Lender and by the Revolving Credit Note payable to
         the Lender completed in conformity with this Agreement.

                 (b)      All outstanding principal amounts under the Revolving
         Loans shall be due and payable in full on the Maturity Date

         SECTION 2.3      PAYMENT OF INTEREST.

                 (a)      Borrower agrees to pay interest in respect of all
         unpaid principal amounts of the Revolving Loans from the respective
         dates such principal amounts were advanced to maturity (whether by
         acceleration, notice of prepayment or otherwise) at rates per annum
         (computed on the basis of a 360 day year for the actual number of days
         elapsed) equal to the applicable rates indicated below:

                           (i)    For Base Rate Advances -- The Base Advance 
                 Rate in effect from time to time; and

                          (ii)    For Eurodollar Advances -- The  relevant
                 LIBOR Advance Rate.

                 (b)      Interest on each Loan shall accrue from and including
         the date of such Loan to but excluding the date of any repayment
         thereof; provided that, if a Loan is repaid on the same day made, one
         day's interest shall be paid on such Loan.  Interest on all
         outstanding Base Rate Advances shall be payable quarterly in arrears
         on the last calendar day of each fiscal quarter of Borrower in each
         year.  Interest on all outstanding Eurodollar Advances shall be
         payable on the last day of each Interest Period applicable thereto,
         and, in the case of Eurodollar Advances having an Interest Period in
         excess of three months, on each day which occurs every three months
         after the initial date of such Interest Period.  Interest on all Loans
         shall be payable on any conversion of any Advances comprising such
         Loans into Advances of another Type, at the Final Maturity Date  and,
         after the Final Maturity Date, on demand.





                                       12

<PAGE>   18

         SECTION 2.4      EXTENSION OF MATURITY DATE.  At the written request
of the Borrower, to be made no later than sixty days prior to November 9, 1995,
the Lender may in its sole and absolute discretion extend the Maturity Date by
an additional one year period.

         SECTION 2.5      REDUCTION OF REVOLVING LOAN COMMITMENTS.

                 (a)      The Borrower prior to the Maturity Date shall have
         the right in the manner set forth below to reduce (but not increase)
         the Revolving Loan Commitment.

                 (b)      The Borrower, if it desires to reduce the Revolving
         Loan Commitment, must (i) give thirty Business Day's notice to the
         Lender setting forth the amount which the Borrower desires to have as
         the Revolving Loan Commitment, which said amount may not be less than
         the  principal amount then outstanding on the Revolving Loans, and
         (ii) pay to the Lender within said thirty day period any Availability
         Fee due at the time of said reduction on that portion of the
         Revolving Loan Commitment which is being so reduced.  Said reduction
         shall be effective at the end of said thirty Business Day period and
         upon the payment of said Availability Fee.

                 (c)      Any reduction must be in the minimum amount of
         $500,000 or a greater integral multiple of $500,000.

                                  ARTICLE III

                        THIS ARTICLE IS NOT APPLICABLE.


                                   ARTICLE IV

                               GENERAL LOAN TERMS

         SECTION 4.1      FUNDING NOTICES.

                 (a)      Whenever Borrower desires to make a Borrowing, it
         shall give the Lender prior written notice (or telephonic notice
         promptly confirmed in writing) of such Borrowing (a "Notice of
         Borrowing"), such Notice of Borrowing to be given prior to 11:00 A.M.
         (local time for the Lender) at its Lending Office (i) one Business Day
         prior to the requested date of such Borrowing in the case of Base Rate
         Advances, and (ii) two Business Days prior to the requested date of
         such Borrowing in the case of Eurodollar Advances.  Notices received
         after 11:00 A.M.  shall be deemed received on the next Business Day.
         Each Notice of Borrowing shall be irrevocable and shall specify the
         aggregate principal amount of the Borrowing, the date of Borrowing
         (which shall be a Business Day), and whether the Borrowing is to
         consist of Base Rate Advances or Eurodollar Advances and (in the case
         of Eurodollar Advances) the Interest Period to be applicable thereto.

                 (b)      Whenever Borrower desires to convert one or more
         Borrowings of one Type into one or more Borrowings of another Type, or
         to continue outstanding a Borrowing consisting of Eurodollar Advances
         for a new Interest Period, it shall give Lender prior written notice
         (or telephonic notice promptly confirmed in writing) of each such
         Borrowing to be converted or continued, such Notice of
         Conversion/Continuation to be given prior to 11:00 A.M. (local time
         for the Lender) at its Lending Office (i) one Business Day prior to
         the requested date of such Borrowing in the case of the continuation
         into a Base Rate Advance,





                                       13

<PAGE>   19

         and (ii) two Business Days prior to the requested date of such
         Borrowing in the case of a continuation of or conversion into
         Eurodollar Advances.  Notices received after 11:00 A.M. shall be
         deemed received on the next Business Day.  Each such Notice of
         Conversion/Continuation shall be irrevocable and shall specify the
         aggregate principal amount of the Borrowing to be converted or
         continued, the date of such conversion or continuation (which shall be
         a Business Day), whether the Borrowing is being converted into or
         continued as Eurodollar Advances and (in the case of Eurodollar
         Advances) the Interest Period applicable thereto.  If, upon the
         expiration of any Interest Period in respect of any Borrowing,
         Borrower shall have failed to deliver the Notice of
         Conversion/Continuation, Borrower shall be deemed to have elected to
         continue such Borrowing as a Eurodollar Advance for the same Interest
         Period then applicable to said Borrowing.  No conversion of any
         Borrowing of Eurodollar Advances shall be permitted except on the last
         day of the Interest Period in respect thereof.

                 (c)      Without in any way limiting Borrower's obligation to
         confirm in writing any telephonic notice, the Lender may act without
         liability upon the basis of telephonic notice believed by the Lender
         in good faith to be from Borrower prior to receipt of written
         confirmation.  In each such case, Borrower hereby waives the right to
         dispute the Lender's record of the terms of such telephonic notice.

         SECTION 4.2      DISBURSEMENT OF FUNDS.  The Lender will make
available the amount of such Borrowing in immediately available funds at the
Lending Office of the Lender by crediting such amounts to Borrower's demand
deposit account maintained with the Lender by the close of business on such
Business Day.

         SECTION 4.3      INTEREST: DEFAULT, PAYMENT AND DETERMINATION.
Overdue principal and, to the extent not prohibited by applicable law, overdue
interest, in respect of the Revolving Loans, and all other overdue amounts
owing hereunder, shall bear interest from each date that such amounts are
overdue, at the higher of the following rates:

                 (a)      Base Advance Rate plus an additional two percent
         (2.0%) per annum; or

                 (b)      The interest rate otherwise applicable to said amount
         plus an additional two percent (2.0%) per annum.

         SECTION 4.4      INTEREST PERIODS.

                 (a)      In connection with the making or continuation of, or
         conversion into, each Eurodollar Advance, Borrower shall select an
         Interest Period to be applicable to such Eurodollar Advance, which
         Interest Period shall be either a 1, 2, 3, 6 or 12 month period;
         provided that:

                          (i)     The initial Interest Period for any Borrowing
                 of Eurodollar Advances shall commence on the date of such
                 Borrowing (including the date of any conversion from a
                 Borrowing consisting of Advances of another Type) and each
                 Interest Period occurring thereafter in respect of such
                 Borrowing shall commence on the day on which the next
                 preceding Interest Period expires;

                          (ii)    If any Interest Period would otherwise expire
                 on a day which is not a Business Day, such Interest Period
                 shall expire on the next succeeding Business Day;





                                       14

<PAGE>   20


                          (iii) Any Interest Period in respect of Eurodollar
                 Advances which begins on a day for which there is no
                 numerically corresponding day in the calendar month at the end
                 of such Interest Period shall, subject to part (iv) below,
                 expire on the last Business Day of such calendar month; and

                          (iv)    No Interest Period shall extend beyond the
                 Maturity Date.

         SECTION 4.5      FEES.

                 (a)      Borrower shall pay to the Lender the Availability Fee
         for the period commencing on the Closing Date to and including the
         Maturity Date, such Fee being payable (i) quarterly in arrears on the
         last calendar day of each fiscal quarter of Borrower and on the
         Maturity Date, and (ii) at the time of any reduction in the Revolving
         Loan Commitment under Section 2.5 hereof on the amount of said
         reduction.

                 (b)      Borrower shall pay to Lender on or prior to Closing
         Date, the balance of the Closing Fees.

         SECTION 4.6      VOLUNTARY PREPAYMENTS OF BORROWINGS.

                 (a)      Borrower may, at its option, prepay Borrowings
         consisting of Base Rate Advances at any time in whole, or from time to
         time in part, in amounts aggregating $100,000 or any greater integral
         multiple of $50,000, by paying the principal amount to be prepaid
         together with interest accrued and unpaid thereon to the date of
         prepayment.  Those Borrowings consisting of Eurodollar Advances may be
         prepaid, at Borrower's option, in whole, or from time to time in part,
         in aggregating $1,000,000 or any greater integral multiple of
         $500,000, by paying the principal amount to be prepaid, together with
         interest accrued and unpaid thereon to the date of prepayment,
         provided however, prepayment of Eurodollar Advances may only be made
         on the last day of an Interest Period applicable thereto.  Each such
         optional prepayment shall be applied in accordance with Section 4.6(c)
         below.

                 (b)      Borrower shall give written notice (or telephonic
         notice confirmed in writing) to the Lender of any intended prepayment
         of the Revolving Loans (i) not less than one Business Day prior to any
         prepayment of Base Rate Advances, and (ii) not less than three
         Business Days prior to any prepayment of Eurodollar Advances.  Such
         notice, once given, shall be irrevocable.

                 (c)      Borrower, when providing notice of prepayment
         pursuant to Section 4.6(b) may designate the Types of Advances and the
         specific Borrowing or Borrowings which are to be prepaid, provided
         that (i) if any prepayment of Eurodollar Advances made pursuant to a
         single Borrowing of the Revolving Loans shall reduce the outstanding
         Advances made pursuant to such Borrowing to an amount less than
         $1,000,000, such Borrowing shall immediately be converted into Base
         Rate Advances, and (ii) each prepayment made pursuant to a single
         Borrowing shall be applied pro rata among the Loans comprising such
         Borrowing.

                 (d)      In regard to any Revolving Loan, nothing contained
         herein shall preclude the Borrower from prepaying said Loan and
         thereafter and prior to the Maturity Date from obtaining any
         additional or future Advances as a Revolving Loan under Section 2.1
         above up to the Revolving Loan Commitment.





                                       15

<PAGE>   21

         SECTION 4.7      PAYMENTS, ETC.

                 (a)      Except as otherwise specifically provided herein, all
         payments under this Agreement and the other Credit Documents, other
         than the payments specified in clause (b) below, shall be made without
         notice, defense, set-off or counterclaim to the Lender, not later than
         11:00 A.M. (local time for the Lender) on the date when due and shall
         be made in Dollars in immediately available funds to the Lender at the
         Lender's Lending Office.

                 (b)      (i)     All such payments shall be made free and
         clear of and without deduction or withholding for any Taxes in respect
         of this Agreement, the Notes or other Credit Documents, or any
         payments of principal, interest, fees or other amounts payable
         hereunder or thereunder (but excluding any Taxes imposed on the
         overall net income of the Lender pursuant to the laws of any
         jurisdiction).  If any Taxes are so levied or imposed, Borrower agrees
         (A) to pay the full amount of such Taxes, and such additional amounts
         as may be necessary so that every net payment of all amounts due
         hereunder and under the Notes and other Credit Documents, after
         withholding or deduction for or on account of any such Taxes
         (including additional sums payable under this Section 4.7), will not
         be less than the full amount provided for herein had no such deduction
         or withholding been required, (B) to make such withholding or
         deduction, and (C) to pay the full amount deducted to the relevant
         authority in accordance with applicable law.  Borrower will furnish to
         the Lender within thirty days after the date the payment of any Taxes
         is due pursuant to applicable law, certified copies of tax receipts
         evidencing such payment by Borrower.  Borrower will indemnify and hold
         harmless the Lender and reimburse the Lender upon written request for
         the amount of any such Taxes (exclusive of any taxes imposed on the
         overall net income of the Lender) so levied or imposed and paid by the
         Lender and any liability (including penalties, interest and expenses)
         arising therefrom or with respect thereto, whether or not such Taxes
         were correctly or illegally asserted.  A certificate as to the amount
         of such payment by the Lender, absent manifest error, shall be final,
         conclusive and binding for all purposes.

                 (c)      Subject to Section 4.4(a)(ii), whenever any payment
         to be made hereunder or under any Note shall be stated to be due on a
         day which is not a Business Day, the due date thereof shall be
         extended to the next succeeding Business Day and, with respect to
         payments of principal, interest thereon shall be payable at the
         applicable rate during such extension.

                 (d)      All computations of interest and fees shall be made
         on the basis of a year of 360 days for the actual number of days
         elapsed (including the first day but excluding the last day) occurring
         in the period for which such interest or fees are payable (to the
         extent computed on the basis of days elapsed)

         SECTION 4.8      LIBOR RATE NOT ASCERTAINABLE, ETC.  In the event that
the Lender shall have determined (which determination shall be made in good
faith and, absent manifest error, shall be final, conclusive and binding upon
all parties) that on any date for determining LIBOR for any Interest Period, by
reason of any changes arising after the date of this Agreement affecting the
London interbank market or the Lender's position in such markets, adequate and
fair means do not exist for ascertaining the applicable interest rate on the
basis provided for in the definition of LIBOR then, and in any such event, the
Lender shall forthwith give notice (by telephone confirmed in writing) to
Borrower and to the Lender of such determination and a summary of the basis for
such determination.  Until the Lender notifies Borrower that the circumstances
giving rise to the suspension described herein no longer exist (which Lender
agrees to give as soon as conditions warrant), the obligations of the Lender to
make or permit portions of the Revolving Loans to remain





                                       16

<PAGE>   22

outstanding past the last day of the then current Interest Periods as
Eurodollar Advances, shall be suspended, and such affected Advances shall bear
the same interest as Base Rate Advances.

         SECTION 4.9      ILLEGALITY.

                 (a)      In the event that the Lender shall have determined
         (which determination shall be made in good faith and, absent manifest
         error, shall be final, conclusive and binding upon all parties) at any
         time that the making or continuance of any Eurodollar Advance has
         become unlawful by compliance by the Lender in good faith with any
         applicable law, governmental rule, regulation, guideline or order
         (whether or not having the force of law and whether or not failure to
         comply therewith would be unlawful), then, in any such event, the
         Lender shall give prompt notice (by telephone confirmed in writing) to
         Borrower of such determination and a summary of the basis for such
         determination.

                 (b)      Upon the giving of the notice to Borrower referred to
         in subsection (a) above, (i) Borrower's right to request and the
         Lender's obligation to make Eurodollar Advances, shall be immediately
         suspended, and the Lender shall make an Advance as part of the
         requested Borrowing of Eurodollar Advances as a Base Rate Advance,
         which Base Rate Advance shall, for all other purposes, be considered
         part of such Borrowing, and (ii) if the affected Eurodollar Advance or
         Advances are then outstanding, Borrower shall immediately, or if
         permitted by applicable law, no later than the date permitted thereby,
         upon at least one Business Day's written notice to the Lender, convert
         each such Advance into an Advance or Advances of a different Type with
         an Interest Period ending on the date on which the Interest Period
         applicable to the affected Eurodollar Advances expires.

         SECTION 4.10     INCREASED COSTS.

                 (a)      If, by reason of after the date hereof, (x) the
         introduction of or any change (including, without limitation, any
         change by way of imposition or increase of reserve requirements) in or
         in the interpretation of any law or regulation, or (y) the compliance
         with any guideline or request from any central bank or other
         governmental authority or quasi-governmental authority exercising
         control over banks or financial institutions generally (whether or not
         having the force of law):

                          (i)     the Lender (or its applicable Lending Office)
                 shall be subject to any tax, duty or other charge with respect
                 to its Eurodollar Advances or its obligation to make
                 Eurodollar Advances, or the basis of taxation of payments to
                 the Lender of the principal of or interest on its Eurodollar
                 Advances or its obligation to make Eurodollar Advances shall
                 have changed (except for changes in the tax on the net income
                 or profits of the Lender or its applicable Lending Office
                 imposed by any jurisdiction); or

                          (ii)    any reserve (including, without limitation,
                 any imposed by the Board of Governors of the Federal Reserve
                 System), special deposit or similar requirement against assets
                 of, deposits with or for the account of, or credit extended
                 by, the Lender's applicable Lending Office shall be imposed or
                 deemed applicable or any other condition affecting its
                 Eurodollar Advances or its obligation to make Eurodollar
                 Advances shall be imposed on the Lender or its applicable
                 Lending Office or the London interbank market or the United
                 States secondary certificate of deposit market;





                                       17

<PAGE>   23

         and as a result thereof there shall be any increase in the cost to the
         Lender of agreeing to make or making, funding or maintaining
         Eurodollar Advances (except to the extent already included in the
         determination of the applicable LIBOR Advance Rate for Eurodollar
         Advances), or there shall be a reduction in the amount received or
         receivable by the Lender or its applicable Lending Office, then
         Borrower shall from time to time (subject, in the case of certain
         Taxes, to the applicable provisions of Section 4.7(b)), upon written
         notice from and demand by the Lender on Borrower pay to the Lender
         within five Business Days after the date of such notice and demand,
         additional amounts sufficient to indemnify the Lender against such
         increased cost.  A certificate as to the amount of such increased
         cost, submitted to Borrower and the Lender by the Lender in good faith
         and accompanied by a statement prepared by the Lender describing in
         reasonable detail the basis for and calculation of such increased
         cost, shall, except for manifest error, be final, conclusive and
         binding for all purposes.

                 (b)      If the Lender, because of the circumstances described
         in clauses (x) or (y) in Section 4.10(a) or any other circumstances
         beyond the Lender's reasonable control arising after the date of this
         Agreement affecting the Lender or the London interbank market or the
         Lender's position in such markets, the LIBOR Advance Rate, as
         determined by the Lender, will not adequately and fairly reflect the
         cost to the Lender of funding its Eurodollar Advances, then, and in
         any such event:

                          (i)     The Lender shall forthwith give notice (by
                 telephone confirmed in writing) to Borrower;

                          (ii)    Borrower's right to request and the Lender's
                 obligation to make or permit portions of the Loans to remain
                 outstanding past the last day of the then current Interest
                 Periods as Eurodollar Advances, shall be immediately
                 suspended; and

                          (iii) The Lender shall make a Loan as part of any
                 requested Borrowing of Eurodollar Advances, as a Base Rate
                 Advance, which such Base Rate Advance shall, for all other
                 purposes, be considered part of such Borrowing.

         SECTION 4.11     This Section is not applicable.

         SECTION 4.12     FUNDING LOSSES.  Borrower shall compensate the
Lender, upon its written request to Borrower (which request shall set forth the
basis for requesting such amounts in reasonable detail and which request shall
be made in good faith and, absent manifest error, shall be final, conclusive
and binding upon all of the parties hereto), for all losses, expenses and
liabilities (including, without limitation, any interest paid by the Lender to
lenders of funds borrowed by it to make or carry its Eurodollar Advances, in
either case to the extent not recovered by the Lender in connection with the
reemployment of such funds and including loss of anticipated profits), which
the Lender may sustain: (i) if for any reason (other than a default by the
Lender) a borrowing of, or conversion to or continuation of, Eurodollar
Advances to Borrower does not occur on the date specified therefor in a Notice
of Borrowing or Notice of Conversion (whether or not withdrawn), (ii) if any
repayment (including mandatory prepayments and any conversions pursuant to
Section 4.9(b)) of any Eurodollar Advances to Borrower occurs on a date which
is not the last day of an Interest Period applicable thereto, or (iii), if, for
any reason, Borrower defaults in its obligation to repay its Eurodollar
Advances when required by the terms of this Agreement.





                                       18

<PAGE>   24

         SECTION 4.13     ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR
ADVANCES.  Calculation of all amounts payable to a Lender under this Article IV
shall be made as though that Lender had actually funded its relevant Eurodollar
Advances through the purchase of deposits in the relevant market bearing
interest at the rate applicable to such Eurodollar Advances in an amount equal
to the amount of the Eurodollar Advances and having a maturity comparable to
the relevant Interest Period and, in the case of Eurodollar Advances, through
the transfer of such Eurodollar Advances from an offshore office of that Lender
to a domestic office of that Lender in the United States of America; provided,
however, that the Lender may fund each of its Eurodollar Advances in any manner
it sees fit and the foregoing assumption shall be used only for calculation of
amounts payable under this Article IV.

         SECTION 4.14     This Section is not applicable.

         SECTION 4.15     This Section is not applicable.

         SECTION 4.16     CAPITAL ADEQUACY.  Without limiting any other 
provision of this Agreement, in the event that the Lender shall have determined 
that the adoption of any law, treaty, governmental (or quasi-governmental) rule,
regulation, guideline or order regarding capital adequacy not currently in
effect or fully applicable as of the Closing Date, or any change therein or in
the interpretation or application thereof after the Closing Date, or compliance
by the Lender with any request or directive regarding capital adequacy not
currently in effect or fully applicable as of the Closing Date (whether or not
having the force of law and whether or not failure to comply therewith would be
unlawful) from a central bank or governmental authority or body having
jurisdiction, does or shall have the effect of reducing the rate of return on
the Lender's capital as a consequence of its obligations hereunder to a level
below that which the Lender could have achieved but for such law, treaty, rule,
regulation, guideline or order, or such change or compliance (taking into
consideration the Lender's policies with respect to capital adequacy by an
amount deemed by the Lender to be material, then within ten Business Days after
written notice and demand by the Lender (with copies thereof to the Lender),
Borrower shall from time to time pay to the Lender additional amounts sufficient
to compensate the Lender for such reduction (but, in the case of outstanding
Base Rate Advances, without duplication of any amounts already recovered by the
Lender by reason of an adjustment in the applicable Base Rate). Each certificate
as to the amount payable under this Section 4.16 (which certificate shall set
forth the basis for requesting such amounts in reasonable detail), submitted to
Borrower by the Lender in good faith, shall, absent manifest error, be final,
conclusive and binding for all purposes.

         SECTION 4.17     BENEFITS TO GUARANTORS.  In consideration for the
execution and delivery by the Guarantors of their respective Guaranty Agreement,
Borrower agrees to make the benefit of extensions of credit hereunder available
to the Guarantors.

         SECTION 4.18 LIMITATION ON CERTAIN PAYMENT OBLIGATIONS.

                 (a)      The Lender shall make written demand on Borrower for
         indemnification or compensation pursuant to Section 4.7 no later than
         ninety days after the earlier of (i) the date on which the Lender
         makes payment of such Taxes, and (ii) the date on which the relevant
         taxing authority or other governmental authority makes written demand
         upon the Lender for payment of such Taxes.





                                       19

<PAGE>   25

                 (b)      The Lender shall make written demand on Borrower for
         indemnification or compensation pursuant to Sections 4.12 and 4.13 no
         later than ninety days after the event giving rise to the claim for
         indemnification or compensation occurs.

                 (c)      The Lender shall make written demand on Borrower for
         indemnification or compensation pursuant to Sections 4.10 and 4.16 no
         later than ninety days after the Lender or Lender receives actual
         notice or obtains actual knowledge of the promulgation of a law, rule,
         order or interpretation or occurrence of another event giving rise to
         a claim pursuant to such sections.

                 (d)      In the event that the Lender fails to give Borrower
         notice within the time limitations prescribed in (a) or (b) above,
         Borrower shall not have any obligation to pay such claim for
         compensation or indemnification.  In the event that the Lender fail to
         give Borrower notice within the time limitation prescribed in (c)
         above, Borrower shall not have any obligation to pay any amount with
         respect to claims accruing prior to the ninetieth day preceding such
         written demand.

         SECTION 4.19     CHANGE FROM ONE TYPE OF BORROWING TO ANOTHER.
Subject to the limitations set forth in this Agreement, the Borrower shall have
the right from time to time to change from one Type of Borrowing to another by
giving appropriate Notice of Conversion/Continuation in the manner set forth in
Section 4.1.

                                   ARTICLE V.

                            CONDITIONS TO BORROWINGS

         The obligations of the Lender to make Advances to Borrower hereunder
and to accept a conversation of one Type of Loan into another is subject to the
satisfaction of the following conditions:

         SECTION 5.1      CONDITIONS PRECEDENT TO INITIAL LOANS.  At the time
of the making of the initial Loans hereunder on the Closing Date, all
obligations of Borrower hereunder incurred prior to the initial Loans
(including, without limitation, Borrower's obligations to reimburse the
reasonable fees and expenses of counsel to the Lender and any Closing Fees and
expenses payable to the Lender as previously agreed with Borrower), shall have
been paid in full, and the Lender shall have received the following, in form
and substance reasonably satisfactory in all respects to the Lender:

                 (a)      The duly executed counterparts of this Agreement;

                 (b)      The duly executed Revolving Note evidencing the
         Revolving Loan Commitments;

                 (c)      The duly executed Guaranty Agreement;

                 (d)      The duly executed Security Documents;

                 (e)      Duly executed Certificate of Borrower in
         substantially the form of Exhibit G  attached hereto and appropriately
         completed;

                 (f)      Duly executed Certificates of the Secretary or
         Assistant Secretary of each of the Credit Parties attaching and
         certifying copies of the resolutions of the boards of directors of the
         Credit Parties, authorizing as applicable the execution, delivery and
         performance of the Credit Documents;





                                       20

<PAGE>   26


                 (g)      Duly executed Certificates of the Secretary or an
         Assistant Secretary of each of the Credit Parties certifying (i) the
         name, title and true signature of each officer of such entities
         executing the Credit Documents, and (ii) the bylaws or comparable
         governing documents of such entities;

                 (h)      Certified copies of the certificate or articles of
         incorporation of each Credit Party certified by the Secretary of State
         or the Secretary or Assistant Secretary of such Credit Party, together
         with certificates of good standing or existence, as may be available
         from the Secretary of State of the jurisdiction of incorporation or
         organization of such Credit Party;

                 (i)      Copies of all documents and instruments, including
         all consents, authorizations and filings, required or advisable under
         any Requirement of Law or by any material Contractual Obligation of
         the Credit Parties, in connection with the execution, delivery,
         performance, validity and enforceability of the Credit Documents and
         the other documents to be executed and delivered hereunder, and such
         consents, authorizations, filings and orders shall be in full force
         and effect and all applicable waiting periods shall have expired;

                 (j)      Certified copies of the Intercompany Credit
         Documents, to the extent that they exist;

                 (k)      The duly executed copy of the Contribution Agreement
         by the Borrower and the Guarantors, in the form attached hereto as
         Exhibit I.

                 (l)      Certified copies of uniform commercial code searches,
         tax lien searches, judgment lien searches, and other searches as the
         Lender may require, on the Consolidated Companies, reflecting no Liens
         against the Consolidated Companies, other than those to be paid in
         full as result of the full payoff to First Union and Permitted Liens;

                 (m)      Certified copies of indentures, credit agreements,
         leases, capital leases, instruments, and other documents evidencing or
         securing Indebtedness of any Consolidated Company described on
         Schedule 8.1(b), in any single case greater than $100,000;

                 (n)      Certificates, reports and other information as the
         Lender may reasonably request from any Consolidated Company in order
         to satisfy the Lender as to the absence of any material liabilities or
         obligations arising from matters relating to employees of the
         Consolidated Companies, including employee relations, collective
         bargaining agreements, Plans, and other compensation and employee
         benefit plans;

                 (o)      Certificates, reports, environmental audits and
         investigations, and other information as the Lender may reasonably
         request from any Consolidated Company in order to satisfy the Lender
         as to the absence of any material liabilities or obligations arising
         from environmental and employee health and safety exposures to which
         the Consolidated Companies may be subject, and the plans of the
         Consolidated Companies with respect thereto;

                 (p)      Certificates, reports and other information as the
         Lender may reasonably request from any Consolidated Company in order
         to satisfy the Lender as to the absence of any material liabilities or
         obligations arising from litigation (including without limitation,
         products liability and patent infringement claims) pending or
         threatened against the Consolidated Companies;





                                       21

<PAGE>   27

                 (q)      A summary, set forth in format and detail reasonably
         acceptable to the Lender, of the types and amounts of insurance
         (property and liability) maintained by the Consolidated Companies;

                 (r)      The duly executed favorable opinion of Cobb, Cole &
         Bell, counsel to the Credit Parties, substantially in the form of
         Exhibit H addressed to the Lender and each of the Lender;

                 (s)      Financial statement of the Borrower, audited on a
         consolidated basis for the fiscal year ended on December 31, 1993;

                 (t)      Financial statement of the Borrower, internally
         prepared and unaudited, on a consolidated basis for the nine month
         period ending September 30, 1994;

                 (u)      The duly executed Consents by Lessor; and

                 (v)      A fully executed pay off letter from First Union to
         the Lender confirming the amounts due First Union on its credit
         facilities, further stating that upon the receipt of said payment,
         First Union will terminate said facility and immediately execute all
         termination statements regarding any Liens held by First Union, with
         the execution by First Union of said termination statements
         immediately after its receipt of payment; and the full payment to
         First Union of its credit facilities by the Borrower either with its
         own funds or using Advances under this Facility.

In addition to the foregoing, the following conditions shall have been
satisfied or shall exist, all to the reasonable satisfaction of the Lender, as
of the time the initial Loans are made hereunder:

                 (w)      The Loans to be made on the Closing Date and the use
         of proceeds thereof shall not contravene, violate or conflict with, or
         involve the Lender in a violation of, any law, rule, injunction, or
         regulation, or determination of any court of law or other governmental
         authority;

                 (x)      All corporate proceedings and all other legal matters
         in connection with the authorization, legality, validity and
         enforceability of the Credit Documents shall be reasonably
         satisfactory in form and substance to the Lender;

                 (y)      The status of all pending and threatened litigation
         (including products liability and patent claims) which might result in
         a Materially Adverse Effect, including a description of any damages
         sought and the claims constituting the basis therefor, shall have been
         reported in writing to the Lender, and the Lender shall be satisfied
         with such status;

                 SECTION 5.2      CONDITIONS TO ALL LOANS.  At the time of the
         making of all Loans (before as well as after giving effect to such
         Loans and to the proposed use of the proceeds thereof) and the
         conversion of one Type of Loan into another, the following conditions
         shall have been satisfied or shall exist:

                 (a)      There shall then exist no Default or Event of Default;

                 (b)      All representations and warranties by Borrower
         contained herein shall be true and correct in all material respects
         with the same effect as though such representations and warranties had
         been made on and as of the date of such Loans (except to the extent
         that such





                                       22

<PAGE>   28

         representations and warranties expressly relate to an earlier date or
         are affected by transactions permitted under this Agreement);

                 (c)      Since the date of the most recent financial
         statements of the Borrower described in Section 6.3 hereof, there
         shall have been no change which has had or could reasonably be
         expected to have a Materially Adverse Effect;

                 (d)      There shall be no action or proceeding instituted or
         pending before any court or other governmental authority or, to the
         knowledge of Borrower, threatened (i) which reasonably could be
         expected to have a Materially Adverse Effect, or (ii) seeking to
         prohibit or restrict one or more Credit Party's ownership or operation
         of any portion of its business or assets, or to compel one or more
         Credit Party to dispose of or hold separate all or any portion of its
         businesses or assets , where said action if successful would have a
         Materially Adverse Effect;

                 (e)      The Loans to be made and the use of proceeds thereof
         shall not contravene, violate or conflict with, or involve the Lender
         or the Lender in a violation of, any law, rule, injunction, or
         regulation, or determination of any court of law or other governmental
         authority applicable to Borrower; and

                 (f)      The Lender shall have received such other documents
         or legal opinions as the Lender may reasonably request, all in form
         and substance reasonably satisfactory to the Lender.

         SECTION 5.3      CERTIFICATION FOR EACH BORROWING.  Each Notice of
Borrowing, Notice of Conversion/Continuation, or any other request for a
Borrowing, and the acceptance by Borrower of the proceeds thereof shall
constitute a representation and warranty by Borrower, as of the date of said
Notice, draw request or acceptance, as the case may be, that the applicable
conditions specified in Sections 5.1 and 5.2 have been satisfied or are true
and correct, as the case may be.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         Borrower represents, warrants and covenants to Lender that:

         SECTION 6.1      ORGANIZATION AND QUALIFICATION. Borrower is a
corporation duly organized and existing in good standing under the laws of the
State of Florida.  Each Subsidiary of Borrower is a corporation duly organized
and existing under the laws of the jurisdiction of its incorporation.  Borrower
and each of its Subsidiaries are duly qualified to do business as a foreign
corporation and are in good standing in each jurisdiction in which the
character of their properties or the nature of their business makes such
qualification necessary, except for such jurisdictions in which a failure to
qualify to do business would not have a Materially Adverse Effect.  Borrower
and each of its Subsidiaries have the corporate power to own their respective
properties and to carry on their respective businesses as now being conducted.
The jurisdiction of incorporation or organization, and the ownership of all
issued and outstanding capital stock, for Borrower and each Subsidiary as of
the date of this Agreement is accurately described on Schedule 6.1.

         SECTION 6.2      CORPORATE AUTHORITY.  The execution and delivery by
the Credit Parties of and the performance by Credit Parties of their
obligations under the Credit Documents have been duly authorized by all
requisite corporate action and all requisite shareholder action, if any, on the
part of Credit Parties and do not and will not (i) violate any provision of any
law, rule or regulation, any judgment, order or ruling of any





                                       23

<PAGE>   29

court or governmental agency, the organizational papers or bylaws of Credit
Parties, or any indenture, agreement or other instrument to which Credit
Parties are a party or by which Credit Parties or any of their properties is
bound, or (ii) be in conflict with, result in a breach of, or constitute with
notice or lapse of time or both a default under any such indenture, agreement
or other instrument.

         SECTION 6.3      BORROWER FINANCIAL STATEMENTS.  Borrower has
furnished Lender with the following financial statement, identified by the
Treasurer or Chief Financial Officer of Borrower: consolidated balance sheets
and consolidated statements of income, stockholders' equity and cash flow as of
and for the fiscal years ended on the last day in December, 1992, and 1993
certified by Ernst and Young, and the nine month unaudited consolidated balance
sheets and consolidated statements of income, stockholder equity and cash flow
as and for the nine months ended on September 30, 1994.  Such financial
statements (including any related schedules and notes) are true and correct in
all material respects (subject, as to interim statements, to changes resulting
from audits and year end adjustments), have been prepared in accordance with
GAAP consistently applied throughout the period or periods in question and
show, in the case of audited statements, all liabilities, direct or contingent,
of Borrower and its Subsidiaries, required to be shown in accordance with GAAP
consistently applied throughout the period or periods in question and fairly
present the consolidated financial position and the consolidated results of
operations of Borrower and its Subsidiaries for the periods indicated therein.
There has been no material adverse change in the business, condition or
operations, financial or otherwise, of Borrower and its Subsidiaries since
September 30, 1994.

         SECTION 6.4      TAX RETURNS.  Except as set forth on Schedule 6.4
hereto, each of Borrower and its Subsidiaries has filed all federal, state and
other income tax returns which, to the best knowledge of Borrower and its
Subsidiaries, are required to have been filed, and each has paid all taxes as
shown on said returns and on all assessments received by it to the extent that
such taxes have become due or except such as are being contested in good faith
by appropriate proceedings for which adequate reserves have been established in
accordance with GAAP.

         SECTION 6.5      ACTIONS PENDING.  Except as disclosed on Schedule 6.5
hereto, there is no action, suit, investigation or proceeding pending or, to
the knowledge of Borrower, threatened against or affecting Borrower or any of
its Subsidiaries or any of their properties or rights, by or before any court,
arbitrator or administrative or governmental body, which might result in any
Materially Adverse Effect.

         SECTION 6.6      REPRESENTATIONS; NO DEFAULTS.  At the time of each
Borrowing, there shall exist no Default or Event of Default.

         SECTION 6.7      TITLE TO PROPERTIES.  Each of Borrower and its
Subsidiaries has (i) good and marketable fee simple title to its respective
real properties (other than real properties which it leases from others),
including all such real properties reflected in the consolidated balance sheet
of Borrower and its Subsidiaries herein above described (other than real
properties disposed of in the ordinary course of business), subject to no Lien
of any kind except as set forth on Schedule 6.7 hereto or as permitted by
Section 8.2, and (ii) good title to all of its other respective properties and
assets (other than properties and assets which it leases from others),
including the other material properties and assets reflected in the
consolidated balance sheet of Borrower and its subsidiaries hereinabove
described (other than properties and assets disposed of in the ordinary course
of business or sold in accordance with Section 8.3 below), subject to no Lien
of any kind except as set forth on Schedule 6.7, hereto or as permitted by
Section 8.2.  Each of Borrower and its Subsidiaries enjoys peaceful and
undisturbed possession under all leases necessary in any material respect for
the operation of its respective properties and assets, none of which contains
any unusual or burdensome provisions which might materially affect or impair
the operation of such properties and assets, and all such leases are valid and
subsisting and in full force and effect.  To the extent any Consolidated
Company is required by applicable law to segregate or place in escrow any
premiums or other similar payments, those amounts shall be kept in escrow and
shall not be considered to be property of the Consolidated Company hereunder.





                                       24

<PAGE>   30


         SECTION 6.8      ENFORCEABILITY OF AGREEMENT.  This Agreement is the
legal, valid and binding agreement of Borrower enforceable against Borrower in
accordance with its terms, and the Note, and all other Credit Documents, when
executed and delivered, will be similarly legal, valid, binding and enforceable
as against all applicable Credit Parties, except as the enforceability of the
Note and other Credit Documents may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditor's rights and
remedies in general and by general principles of equity, whether considered in
a proceeding at law or in equity.

         SECTION 6.9      CONSENT.   No Consent, permission, authorization,
order or license of any governmental authority or Person is necessary in
connection with the execution, delivery, performance or enforcement of the
Credit Documents.

         SECTION 6.10     USE OF PROCEEDS; FEDERAL RESERVE REGULATIONS. The 
proceeds of the Note will be used solely for the purposes specified in Section 
2.1(c) and 4.2(d) and none of such proceeds will be used, directly or 
indirectly, for the purpose of purchasing or carrying any "margin security" or 
"margin stock" or for the purpose of reducing or retiring any indebtedness that 
originally was incurred to purchase or carry a "margin security" or "margin 
stock" or for any other purpose that might constitute this transaction a 
"purpose credit" within the meaning of the regulations of the Board of 
Governors of the Federal Reserve System.

         SECTION 6.11     ERISA.

                 (a)      Identification of Certain Plans.  Schedule 6.11
         hereto sets forth all Plans of Borrower and its Subsidiaries in effect
         on the date of this Agreement;

                 (b)      Compliance. Each Plan is being maintained, by its
         terms and in operation, in accordance with all applicable laws, except
         such noncompliance (when taken as a whole) that will not have a
         Materially Adverse Effect;

                 (c)      Liabilities. Neither the Borrower nor any Subsidiary
         is currently or will become subject to any liability (including
         withdrawal liability), tax or penalty whatsoever to any person
         whomsoever with respect to any Plan including, but not limited to, any
         tax, penalty or liability arising under Title I or Title IV of ERISA
         or Chapter 43 of the Code, except such liabilities (when taken as a
         whole) as will not have a Materially Adverse Effect; and

                 (d)      Funding.  The Borrower and each ERISA Affiliate have
         made full and timely payment of all amounts (i) required to be
         contributed under the terms of each Plan and applicable law and (ii)
         required to be paid as expenses of each Plan, except where such
         non-payment would not have a Material Adverse Effect.  As of the date
         of this Agreement, no Plan has an "amount of unfunded benefit
         liabilities" (as defined in Section 4001(a)(18) of ERISA) except as
         disclosed on Schedule 6.11. No Plan is subject to a waiver or
         extension of the minimum funding requirements under ERISA or the Code,
         and no request for such waiver or extension is pending.

         SECTION 6.12     SUBSIDIARIES.  Schedule 6.1 hereto sets forth each
Subsidiary of the Borrower as of the date of this Agreement, each of which is a
Material Subsidiary.  All the outstanding shares of Capital Stock of each such
Subsidiary have been validly issued and are fully paid and nonassessable and
all such outstanding shares, except as noted on such Schedule 6.1 hereto, are
owned by Borrower or a Wholly Owned Subsidiary of Borrower free of any Lien
(other than those in favor of the Lender).

         SECTION 6.13     OUTSTANDING INDEBTEDNESS.  Except as set forth on
Schedule 6.13 hereof, as of the Closing Date and after giving effect to the
transactions contemplated by this Agreement, no Credit Party has





                                       25

<PAGE>   31

outstanding any Indebtedness in an amount exceeding $250,000 except as
permitted by Section 8.1 and as of the Closing Date there exists no default
under the provisions of any instrument evidencing such Indebtedness or of any
agreement relating thereto except as noted on Schedule 6.13.

         SECTION 6.14     CONFLICTING AGREEMENTS.  Except as set forth on
Schedule 6.14 hereof, none of the Borrower or any of its Subsidiaries is a
party to any contract or agreement or other burdensome restrictions or subject
to any charter or other corporate restriction which could have a Materially
Adverse Effect.  Assuming the consummation of the transactions contemplated by
this Agreement, neither the execution or  delivery of this Agreement or the
Credit Documents, nor fulfillment of or compliance with the terms and
provisions hereof and thereof, will except as set forth in Schedule 6.14
hereof, conflict with, or result in a breach of the terms, conditions or
provisions of, or constitute a default under, or result in any violation of, or
result in the creation of any Lien upon any of the properties or assets of
Borrower or any of its Subsidiaries (other than those in favor of the Lender)
pursuant to, the charter or By-Laws of Borrower or any of its Subsidiaries, any
award of any arbitrator or any agreement (including any agreement with
stockholders), instrument, order, judgment, decree, statute, law, rule or
regulation to which Borrower or any of its Subsidiaries is subject, and none of
the Borrower nor any of its Subsidiaries is a party to, or otherwise subject to
any provision contained in, any instrument evidencing Indebtedness of Borrower
or any of its Subsidiaries in an amount exceeding $250,000, any agreement
relating thereto or any other contract or agreement (including its charter) 
which limits the amount of, or otherwise imposes restrictions on the incurring
of, Indebtedness of the type to be evidenced by the Note or contains dividend
or redemption limitations on Common Stock of Borrower, except for this
Agreement and those matters listed on Schedule 6.14 attached hereto.

         SECTION 6.15     POLLUTION AND OTHER REGULATIONS.

                 (a)      Except as set forth on Schedule 6.15(a), each of the
         Borrower and its Subsidiaries has to the best of its knowledge
         complied in all material respects with all applicable Environmental
         Laws, including without limitation, compliance with permits, licenses,
         standards, schedules and timetables issued pursuant to Environmental
         Laws, and is not in violation of, and does not presently have
         outstanding any liability under, has not been notified that it is or
         may be liable under and does not have knowledge of any material
         liability or potential material liability (including any liability
         relating to matters set forth on Schedule 6.15(a)), under any
         applicable Environmental Law, including without limitation, the
         Resource Conservation and Recovery Act of 1976, as amended ("RCRA"),
         the Comprehensive Environmental Response, Compensation and Liability
         Act of 1980, as amended by the Superfund Amendments and
         Reauthorization Act of 1986 ("CERCLA"), the Federal Water Pollution
         Control Act, as amended ("FWPCA"), the Federal Clean Air Act, as
         amended ("FCAA"), and the Toxic Substance Control Act ("TSCA"), which
         violation, liability or potential liability could reasonably be
         expected to have a Materially Adverse Effect.

                 (b)      Except as set forth on Schedule 6.15(b), as of the
         date of this Agreement, neither the Borrower nor any of its
         Subsidiaries has received a written request for information under
         CERCLA, any other Environmental Laws or any comparable state law, or
         any public health or safety or welfare law or written notice that any
         such entity has been identified as a potential responsible party under
         CERCLA, and other Environmental Laws, or any comparable state law, or
         any public health or safety or welfare law, nor has any such entity
         received any written notification that any Hazardous Materials that it
         or any of its respective predecessors in interest has generated,
         stored, treated, handled, transported, or disposed of, has been
         released or is threatened to be released at any site at which any
         Person intends to conduct or is conducting a remedial investigation or
         other action pursuant to any applicable Environmental Law.





                                       26

<PAGE>   32

                 (c)      Except as set forth on Schedule 6.15(c), each of the
         Borrower and its Subsidiaries has obtained all material permits,
         licenses or other authorizations required for the conduct of their
         respective operations under all applicable Environmental Laws and each
         such authorization is in full force and effect, except where the
         failure to do so would not have a Materially Adverse Effect.

                 (d)      Each of Borrower and its Subsidiaries complies in all
         material respects with all laws and regulations relating to equal
         employment opportunity and employee safety in all jurisdictions in
         which it is presently doing business, and Borrower will use its best
         efforts to comply, and to cause each of its Subsidiaries to comply,
         with all such laws and regulations which may be legally imposed in the
         future in jurisdictions in which Borrower or any of its Subsidiaries
         may then be doing business, except where the failure to do so would
         not have a Materially Adverse Effect.

         SECTION 6.16     POSSESSION OF FRANCHISES, LICENSES, ETC.  Each of 
Borrower and its Subsidiaries possesses all material franchises, certificates, 
licenses, permits and other authorizations from governmental political 
subdivisions or regulatory authorities, free from burdensome restrictions, 
(including specifically all insurance agency licenses) the failure of which to 
possess could have a Materially Adverse Effect and neither Borrower nor any of 
its Subsidiaries is in violation of any thereof in any material respect.

         SECTION 6.17     PATENTS, ETC.  Except as set forth on Schedule 6.17, 
each of Borrower and its Subsidiaries owns or has the right to use all patents,
trademarks, service marks, trade names, copyrights, licenses and other rights,
free from burdensome restrictions, which are necessary for the operation of its
business as presently conducted.  Nothing has come to the attention of Borrower
or any of its Subsidiaries to the effect that (i) any product, process, method,
substance, part or other material presently contemplated to be sold by or
employed by Borrower or any of its Subsidiaries in connection with its business
may infringe any patent, trademark, service mark, trade name, copyright, license
or other right owned by any other Person, (ii) there is pending or threatened
any claim or litigation against or affecting Borrower or any of its Subsidiaries
contesting its right to sell or use any such product, process, method,
substance, part or other material or (iii) there is, or there is pending or
proposed, any patent, invention, device, application or principle or any
statute, law, rule, regulation, standard or code, which would in any case
prevent, inhibit or render obsolete the production or sale of any products of,
or substantially reduce the projected revenues of, or otherwise have a
Materially Adverse Effect.

         SECTION 6.18     GOVERNMENTAL CONSENT.  Neither the nature of Borrower
or any of its Subsidiaries nor any of their respective businesses or properties,
nor any relationship between Borrower and any other Person, nor any circumstance
in connection with the execution and delivery of the Credit Documents and the
consummation of the transactions contemplated thereby is such as to require on
behalf of Borrower or any of its Subsidiaries any consent, approval or other
action by or any notice to or filing with any court or administrative or
governmental body in connection with the execution and delivery of this
Agreement and the Credit Documents.

         SECTION 6.19     DISCLOSURE.  Neither this Agreement nor the Credit
Documents nor any other document, certificate or written statement furnished to
Lender by or on behalf of Borrower in connection herewith contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading.  There
is no fact peculiar to Borrower which materially adversely affects or in the
future may (so far as Borrower can now foresee) materially adversely affect the
business, property or assets, financial condition or prospects of Borrower
which has not been set forth in this Agreement or in the Credit Documents,
certificates and written statements furnished to Lender by or on behalf of
Borrower prior to the date hereof in connection with the transactions
contemplated hereby.





                                       27

<PAGE>   33


         SECTION 6.20     INSURANCE COVERAGE.  Each property of Borrower or any 
of its Subsidiaries is insured on terms acceptable to Lender for the benefit of
Borrower or a Subsidiary of Borrower in amounts deemed adequate by Borrower's
management and no less than those amounts customary in the industry in which
Borrower and its Subsidiaries operate against risks usually insured against by
Persons operating businesses similar to those of Borrower or its Subsidiaries in
the localities where such properties are located.

         SECTION 6.21     LABOR MATTERS.  Except as set forth on Schedule 6.21, 
the Borrower and the Borrower's Subsidiaries have experienced no strikes, labor
disputes, slow downs or work stoppages due to labor disagreements which have
had, or would reasonably be expected to have, a Materially Adverse Effect, and,
to the best knowledge of Borrower, there are no such strikes, disputes, slow
downs or work stoppages threatened against any Borrower or any of Borrower's
Subsidiaries, the result of which could have a Materially Adverse Effect.  The
hours worked and payment made to employees of the Borrower and Borrower's
Subsidiaries have not been in violation in any material respect of the Fair
Labor Standards Act or any other applicable law dealing with such matters.  All
payments due from the Borrower and Borrower's Subsidiaries on account of wages
and employee health and welfare insurance and other benefits have been paid or
accrued as liabilities on the books of the Borrower and Borrower's Subsidiaries
where the failure to pay or accrue such liabilities would reasonably be expected
to have a Materially Adverse Effect.

         SECTION 6.22     INTERCOMPANY LOANS; DIVIDENDS.  The Intercompany 
Loans and the Intercompany Credit Documents, to the extent that they exist, 
have been duly authorized and approved by all necessary corporate and 
shareholder action on the part of the parties thereto, and constitute the 
legal, valid and binding obligations of the parties thereto, enforceable 
against each of them in accordance with their respective terms, except as may 
be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or 
similar laws affecting creditors' rights generally, and by general principles 
of equity.  There are no restrictions on the power of any Consolidated Company 
to repay any Intercompany Loan or to pay dividends on the Capital Stock.  
Intercompany loans as of the Closing Date are described in Schedule 6.22.

         SECTION 6.23     BURDENSOME RESTRICTIONS.  Except as set forth on      
Schedule 6.23, none of the Consolidated Companies is a party to or bound by any
Contractual Obligation or Requirement of Law which has had or would reasonably
be expected to have a Materially Adverse Effect.

         SECTION 6.24     SOLVENCY.  Each of the Consolidated Company's is
solvent and able to pay its debts as and when they accrue and are due.

         SECTION 6.25     FIRST, PERFECTED SECURITY INTEREST IN COLLATERAL.
The Lender, for and in behalf of the Lender, has a first, perfected security
interest in the Collateral to secure the Loans subject to no other Liens except
as permitted in Section 8.2 hereof.

         SECTION 6.26     SEC COMPLIANCE AND FILINGS

                 (a)      Borrower is and shall remain in full and complete
         compliance with all applicable securities laws including, but not
         limited to, all requirements of the Exchange Act, to the extent
         applicable to the Borrower and its business.

                 (b)      Borrower previously has furnished or made available
         to the Lender accurate and complete copies of  forms, reports, and
         documents filed by Borrower with the Securities and Exchange
         Commission ("SEC") since December 31, 1993 (the "SEC Documents"),
         which include all reports, schedules, proxy statements, and
         registration statements filed or required to be filed by Borrower with
         the SEC since December 31, 1993.  As of their respective dates, the
         SEC Documents did not contain any untrue statement of a material fact
         or omit to state





                                       28

<PAGE>   34

         a material fact required to be stated in those documents are necessary
         to make the statements in those documents not misleading, in light of
         the circumstances in which they were made.

         SECTION 6.27     CAPITAL STOCK OF BORROWER AND RELATED MATTERS.

                 (a)      The Borrower is not subject to any obligation
         (contingent or otherwise) to repurchase or otherwise acquire or retire
         any of its Capital Stock or any warrants, options or other securities
         or rights directly or indirectly convertible into or exercisable or
         exchangeable for its Capital Stock.

         SECTION 6.28     PLACES OF BUSINESS.

                 (a)      The Places of Business identified in Schedule 6.28(a)
         hereof constitute all the Places of Business for the Consolidated
         Companies.

                 (b)      The Places of Business identified in Schedule 6.28(b)
         hereof as Material Places of Business are the only Places of Business
         which are Material Places of Business.


                                  ARTICLE VII

                             AFFIRMATIVE COVENANTS

         Borrower covenants and agrees that so long as it may borrow under this
Agreement or so long as any indebtedness remains outstanding under the Note
that it will:

         SECTION 7.1      CORPORATE EXISTENCE, ETC.  Preserve and maintain, and
cause each of its Material Subsidiaries to preserve and maintain, its corporate
existence, its material rights, franchises, and licenses, and its material
patents and copyrights (for the scheduled duration thereof), trademarks, trade
names, and service marks, necessary or desirable in the normal conduct of its
business, and its qualification to do business as a foreign corporation in all
jurisdictions where it conducts business or other activities making such
qualification necessary, in each case where the failure to do so would
reasonably be expected to have a Materially Adverse Effect.

         SECTION 7.2      COMPLIANCE WITH LAWS, ETC.  Comply, and cause each of
its Subsidiaries to comply, with all Requirements of Law (including, without
limitation, all insurance agency laws and the Environmental Laws, subject to
the exception set forth in Section 7.7(f) where the penalties, claims, fines,
and other liabilities resulting from noncompliance with such Environmental Laws
do not involve amounts in excess of $250,000. in the aggregate) and material
Contractual Obligations applicable to or binding on any of them where the
failure to comply with such Requirements of Law and material Contractual
Obligations would reasonably be expected to have a Materially Adverse Effect.

         SECTION 7.3      PAYMENT OF TAXES AND CLAIMS, ETC.  Pay, and cause
each of its Subsidiaries to pay, (i) all taxes, assessments and governmental
charges imposed upon it or upon its property, and (ii) all claims (including,
without limitation, claims for labor, materials, supplies or services) which
might, if unpaid, become a Lien upon its property, unless, in each case, the
validity or amount thereof is being contested in good faith by appropriate
proceedings and adequate reserves are maintained with respect thereto.

         SECTION 7.4      KEEPING OF BOOKS.  Keep, and cause each of its
Subsidiaries to keep, proper books of record and account, containing complete
and accurate entries of all their respective financial and business
transactions.





                                       29

<PAGE>   35


         SECTION 7.5      VISITATION, INSPECTION, ETC.  Permit, and cause each
of its Subsidiaries to permit, any representative of the Lender to visit and
inspect any of its property, to examine its books and records and to make
copies and take extracts therefrom, and to discuss its affairs, finances and
accounts with its officers, all at such reasonable times and as often as the
Lender or the Lender may reasonably request after reasonable prior notice to
Borrower; provided, however, that at any time following the occurrence and
during the continuance of a Default or an Event of Default, no prior notice to
Borrower shall be required.

         SECTION 7.6      INSURANCE; MAINTENANCE OF PROPERTIES.

                 (a)      Maintain or cause to be maintained with financially
         sound and reputable insurers, insurance with respect to its properties
         and business, and the properties and business of the Borrower and each
         of its Subsidiaries, against loss or damage of the kinds customarily
         insured against by reputable companies in the same or similar
         businesses, such insurance to be of such types and in such amounts,
         including such self-insurance and deductible provisions, as is
         customary for such companies under similar circumstances; provided,
         however, that in any event Borrower shall use its best efforts to
         maintain, or cause to be maintained, insurance in amounts and with
         coverage not materially less favorable to any Consolidated Company as
         in effect on the date of this Agreement, except where the costs of
         maintaining such insurance would, in the judgment of both Borrower and
         the Lender, be excessive.

                 (b)      Cause all properties used or useful in the conduct of
         each Consolidated Company to be maintained and kept in good condition,
         repair and working order and supplied with all necessary equipment and
         will cause to be made all necessary repairs, renewals, replacements,
         settlements and improvements thereof, all as in the judgment of
         Borrower may be necessary so that the business carried on in
         connection therewith may be properly and advantageously conducted at
         all times; provided, however, that nothing in this Section shall
         prevent Borrower from discontinuing the operation or maintenance of
         any such properties if such discontinuance is, in the judgment of
         Borrower, desirable in the conduct of its business or the business of
         any Consolidated Company.

         SECTION 7.7      REPORTING COVENANTS.  Furnish to the Lender:

                 (a)      Annual Financial Statements.   As soon as available
         and in any event within ninety days after the end of each fiscal year
         of Borrower, balance sheets of the Consolidated Companies as at the
         end of such year, presented on a consolidated basis, and the related
         statements of income, shareholders' equity, and cash flows of the
         Consolidated Companies for such fiscal year, presented on a
         consolidated basis, setting forth in each case in comparative form the
         figures for the previous fiscal year, all in reasonable detail and
         accompanied by a report thereon of Ernst and Young or other
         independent public accountants of comparable recognized national
         standing, which such report shall be unqualified as to going concern
         and scope of audit and shall state that such financial statements
         present fairly in all material respects the financial condition as at
         the end of such fiscal year on a consolidated basis, and the results
         of operations and statements of cash flows of the Consolidated
         Companies for such fiscal year in accordance with GAAP and that the
         examination by such accountants in connection with such consolidated
         financial statements has been made in accordance with GAAP, and where
         said financial statements are not consistently applied with the prior
         fiscal year statements and the impact of said difference;





                                       30

<PAGE>   36

                 (b)      Quarterly Financial Statements.  As soon as available
         and in any event within forty-five days after the end of each fiscal
         quarter of Borrower (including the fourth fiscal quarter), balance
         sheets of the Consolidated Companies as at the end of such quarter
         presented on a consolidated basis and the related statements of
         income, shareholders' equity, and cash flows of the Consolidated
         Companies for such fiscal quarter and for the portion of Borrower's
         fiscal year ended at the end of such quarter, presented on a
         consolidated basis setting forth in each case in comparative form the
         figures for the corresponding quarter and the corresponding portion of
         Borrower's previous fiscal year, all in reasonable detail and
         certified by the chief financial officer or principal accounting
         officer of Borrower that such financial statements fairly present in
         all material respects the financial condition of the Consolidated
         Companies as at the end of such fiscal quarter on a consolidated
         basis, and the results of operations and statements of cash flows of
         the Consolidated Companies for such fiscal quarter and such portion of
         Borrower's fiscal year, in accordance with GAAP consistently applied
         (subject to normal year end audit adjustments and the absence of
         certain footnotes;

                 (c)      No Default/Compliance Certificate.  Together with the
         financial statements required pursuant to subsections (a), (b) and (c)
         above, a certificate of the president, chief financial officer or
         principal accounting officer of Borrower (i) to the effect that, based
         upon a review of the activities of the Consolidated Companies and such
         financial statements during the period covered thereby, there exists
         no Event of Default and no Default under this Agreement, or if there
         exists an Event of Default or a Default hereunder, specifying the
         nature thereof and the proposed response thereto, and (ii)
         demonstrating in reasonable detail compliance as at the end of such
         fiscal year or such fiscal quarter with Section 7.8 and Sections 8.1
         through 8.4;

                 (d)      Notice of Default.  Promptly after Borrower has
         notice or knowledge of the occurrence of an Event of Default or a
         Default, a certificate of the chief financial officer or principal
         accounting officer of Borrower specifying the nature thereof and the
         proposed response thereto;

                 (e)      Litigation.  Promptly after (i) the occurrence
         thereof, notice of the institution of or any adverse development in
         any action, suit or proceeding or any governmental investigation or
         any arbitration, before any court or arbitrator or any governmental or
         administrative body, agency or official, against any Consolidated
         Company, or any material property thereof, in any case which might
         have a Materially Adverse Effect, or (ii) actual knowledge thereof,
         notice of the threat of any such action, suit, proceeding,
         investigation or arbitration;

                 (f)      Environmental Notices.  Promptly after receipt
         thereof, notice of any actual or alleged violation, or notice of any
         action, claim or request for information, either judicial or
         administrative, from any governmental authority relating to any actual
         or alleged claim, notice of potential responsibility under or
         violation of any Environmental Law, or any actual or alleged spill,
         leak, disposal or other release of any Hazardous Material by any
         Consolidated Company which could result in penalties, fines, claims or
         other liabilities to any Consolidated Company in amounts in excess of
         $250,000 individually or in the aggregate;

                 (g)      ERISA.

                          A.      Promptly after the occurrence thereof with
                 respect to any Plan of any Consolidated Company or any ERISA
                 Affiliate thereof, or any trust established thereunder, notice
                 of (x) a "reportable event" described in





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<PAGE>   37

                 Section 4043 of ERISA and the regulations issued from time to
                 time thereunder (other than a "reportable event" not subject
                 to the provisions for thirty day notice to the PBGC under such
                 regulations), or (y) any other event which could subject any
                 Consolidated Company to any tax, penalty or liability under
                 Title I or Title IV of ERISA or Chapter 43 of the Code, or any
                 tax or penalty resulting from a loss of deduction under
                 Sections 162, 404 or 419 of the Code, where any such taxes,
                 penalties or liabilities exceed or could exceed $250,000 in
                 the aggregate;

                          B.      Promptly after such notice must be provided
                 to the PBGC, or to a Plan participant, beneficiary or
                 alternative payee, any notice required under Section 101(d),
                 302(f)(4), 303, 307, 4041(b)(1)(A) or 4041(c)(1)(A) of ERISA
                 or under Section 401(a)(29) or 412 of the Code with respect to
                 any Plan of any Consolidated Company or any ERISA Affiliate
                 thereof;

                          C.      Promptly after receipt, any notice received
                 by any Consolidated Company or any ERISA Affiliate thereof
                 concerning the intent of the PBGC or any other governmental
                 authority to terminate a Plan of such Company or ERISA
                 Affiliate thereof which is subject to Title IV of ERISA, to
                 impose any liability on such Company or ERISA Affiliate under
                 Title IV of ERISA or Chapter 43 of the Code;

                          D.      Upon the request of the Lender, promptly upon
                 the filing thereof with the Internal Revenue Service ("IRS")
                 or the Department of Labor ("DOL"), a copy of IRS Form 5500 or
                 annual report for each Plan of any Consolidated Company or
                 ERISA Affiliate thereof which is subject to Title IV of ERISA;

                          E.      Upon the request of the Lender, (A) true and
                 complete copies of any and all documents, government reports
                 and IRS determination or opinion letters or rulings for any
                 Plan of any Consolidated Company from the IRS, PBGC or DOL,
                 (B) any reports filed with the IRS, PBGC or DOL with respect
                 to a Plan of the Consolidated Companies or any ERISA Affiliate
                 thereof, or (C) a current statement of withdrawal liability
                 for each Multi-Employer Plan of any Consolidated Company or
                 any ERISA Affiliate thereof;

                 (h)      Liens.   Promptly upon any Consolidated Company
         becoming aware thereof, notice of the filing of any federal statutory
         Lien, tax or other state or local government Lien or any other Lien
         affecting their respective properties, other than Permitted Liens
         except as expressly required by Section 8.2;

                 (i)      Public Filings, Etc.  Promptly upon the filing
         thereof or otherwise becoming available, copies of all financial
         statements, annual, quarterly and special reports, proxy statements
         and notices sent or made available generally by Borrower to its public
         security holders, of all regular and periodic reports and all
         registration statements and prospectuses, if any, filed by any of them
         with any securities exchange or any governmental or state agency, and
         of all press releases and other statements made available generally to
         the public containing material developments in the business or
         financial condition of Borrower and the other Consolidated Companies;

                 (j)      Accountants' Reports.  Promptly upon receipt thereof,
         copies of all financial statements of, and all reports submitted by,
         independent public accountants to Borrower in





                                       32

<PAGE>   38

         connection with each annual, interim, or special audit of Borrower's
         consolidated financial statements;

                 (k)      Burdensome Restrictions, Etc.  Promptly upon the
         existence or occurrence thereof, notice of the existence or occurrence
         of (i) any Contractual Obligation or Requirement of Law described in
         Section 6.23, (ii) failure of any Consolidated Company to hold in full
         force and effect those material trademarks, service marks, patents,
         trade names, copyrights, licenses and similar rights necessary in the
         normal conduct of its business, and (iii) any strike, labor dispute,
         slow down or work stoppage as described in Section 6.21;

                 (l)      New Material Subsidiaries.  Within thirty days after
         the formation or acquisition of any Material Subsidiary, or any other
         event resulting in the creation of a new Material Subsidiary, notice
         of the formation or acquisition of such Material Subsidiary or such
         occurrence, including a description of the assets of such entity, the
         activities in which it will be engaged, and such other information as
         the Lender may request;

                 (m)      Intercompany Asset Transfers.  Promptly upon the
         occurrence thereof, notice of the transfer of any assets from Borrower
         or any Guarantor to any other Consolidated Company that is not
         Borrower or a Guarantor (in any transaction or series of related
         transactions), excluding sales or other transfers of assets in the
         ordinary course of business, where the Asset Value of such assets is
         less than $500,000;

                 (n)      Other Information.  With reasonable promptness, such
         other information about the Consolidated Companies as the Lender may
         reasonably request from time to time.

                 (o)      Capital of Borrower.

                          (i)     Notice of any sale of any Capital Stock by
                 the Borrower, giving for each said transaction the name and
                 address of the Persons involved and the Capital Stock
                 involved.

                          (ii)    Any documents, notices or other writings
                 given by any Person owning Capital Stock in the Parent under
                 any stockholders agreement by one or more Persons owning
                 Capital Stock of the Borrower.

         SECTION 7.8      MAINTAIN THE FOLLOWING FINANCIAL COVENANTS.

                 (a)      Minimum Consolidated Net Worth.  Consolidated Net
         Worth shall at all times be greater than $35,000,000 plus (i) 50% of
         all cumulative Consolidated Net Income earned after September 31,
         1994, and (ii) the net proceeds, less appropriate expenses, of any
         future stock equity issues.

                 (b)      Consolidated Working Capital.  Consolidated current
         assets shall at all times be greater than 90% of consolidated current
         liabilities.

                 (c)      Fixed Debt/Debt Service Coverage Ratio.  Earnings
         before Interest Expense, Operating Lease Expenses and Taxes plus
         Depreciation and Amortization divided by Interest Expense, Operating
         Lease Expenses and Current Maturities of Long Term Debt shall at the
         end of each quarter (based on the operating results for the four most
         recent fiscal quarters) never be less than:





                                       33

<PAGE>   39

                                   2.00 to 1.00.

                 (d)      Leverage Ratio.  Consolidated Funded Debt divided by
         Total Capital shall never be greater than:

                                  0.55 to 1.00.

                 (e)      Cash Flow Leverage Test.  Consolidated Funded Debt
         divided by Cash Flow (Net Income plus Depreciation and Amortization)
         shall never be less than:

                                  2.25 to 1.00

         SECTION 7.9      NOTICES UNDER CERTAIN OTHER INDEBTEDNESS.
Immediately upon its receipt thereof, Borrower shall furnish the Lender a copy
of any notice received by it, or any other Consolidated Company (i) from the
holder(s) of Indebtedness referred to in Section 8.1 (or from any trustee,
agent, attorney, or other party acting on behalf of such holder(s)) in an
amount which, in the aggregate, exceeds $250,000, where such notice states or
claims the existence or occurrence of any default or event of default with
respect to such Indebtedness under the terms of any indenture, loan or credit
agreement, debenture, note, or other document evidencing or governing such
Indebtedness, or (ii) from any regulatory insurance agency or insurance company
regrading any licenses or agreements regarding the business of the Consolidated
Company and which could have a Material Adverse Effect.  Borrower agrees to
take such actions as may be necessary to require the holder(s) of any
Indebtedness (or any trustee or agent acting on their behalf) in an amount
exceeding $250,000 incurred pursuant to documents executed or amended and
restated after the Closing Date, to furnish copies of all such notices directly
to the Lender simultaneously with the furnishing thereof to Borrower, and that
such requirement may not be altered or rescinded without the prior written
consent of the Lender.

         SECTION 7.10     ADDITIONAL GUARANTORS/CREDIT PARTIES/COLLATERAL.
Promptly after (i) the formation or acquisition (provided that nothing in this
Section shall be deemed to authorize the acquisition of any entity) of any
Material Subsidiary not listed on Schedule 6.12, (ii) the transfer of assets to
any Consolidated Company if notice thereof is required to be given pursuant to
Section 7.7(m) and as a result thereof the recipient of such assets becomes a
Material Subsidiary, (iii) the occurrence of any other event creating a new
Material Subsidiary, Borrower shall cause to be executed and delivered a
Guaranty Agreement from each such Material Subsidiary in the form attached
hereto as Exhibit I, the joinder to the Contribution Agreement by such Material
Subsidiary, a certificate to be added to the Pledge Agreement by the Person
owning the Capital Stock of said Material Subsidiary by which all of said
Capital Stock is pledged to the Lender, and a certificate to be added to the
Security Agreement from said Material Subsidiary whereby a first, perfected
security interest in the assets of said Material Subsidiary is granted to the
Lender, and such other documents as the Lender may reasonably request.

         SECTION 7.11     OWNERSHIP OF GUARANTORS.  Borrower, and each Wholly
Owned Subsidiary, as the case may be, shall maintain its percentage of
ownership existing as of the date hereof of all Guarantors, and shall not
decrease its ownership percentage in each Person which becomes a Guarantor
after the date hereof, as such ownership exists at the time such Person becomes
a Guarantor or may be increased thereafter.





                                       34

<PAGE>   40

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         So long as the Revolving Loan Commitment remains in effect hereunder
or the Note shall remain unpaid, Borrower will not and will not permit any
Subsidiary to:

         SECTION 8.1      INDEBTEDNESS.  Create, incur, assume or suffer to
exist any Indebtedness, other than:

                 (a)      Indebtedness under this Agreement;

                 (b)      Indebtedness outstanding on the date hereof or
         pursuant to lines of credit in effect on the date hereof and described
         on Schedule 8.1(b), together with all extensions, renewals and
         refinancings thereof, provided, however , any such extensions,
         renewals and refinancings shall not, without the written consent of
         the Lender, increase any such Indebtedness or modify the terms of said
         Indebtedness on terms less favorable to the maker or obligor;

                 (c)      Purchase money Indebtedness to the extent secured by
         a Lien permitted by Section 8.2(b) provided such purchase money
         Indebtedness does not exceed $250,000;

                 (d)      Unsecured current liabilities (other than liabilities
         for borrowed money or liabilities evidenced by promissory notes, bonds
         or similar instruments) incurred in the ordinary course of business
         (whether now outstanding or hereafter arising or incurred) and either
         (i) not more than 30 days past due, or (ii) being disputed in good
         faith by appropriate proceedings with reserves for such disputed
         liability maintained in conformity with GAAP and Indebtedness in the
         nature of contingent repayment obligations arising in the ordinary and
         normal course of business with respect to deposits and down payments;

                 (e)      The Intercompany Loans described on Schedule 6.22 and
         any other loans between Consolidated Companies provided that no loan
         or other extension of credit may be made by a Guarantor to another
         Consolidated Company that is not a Guarantor hereunder and all such
         loans and extensions of credit shall not exceed $250,000 in the
         aggregate at any one time outstanding (excluding Intercompany Loans
         listed on Schedule 6.22) unless otherwise agreed in writing by the
         Lender;

                 (f)      Unsecured, Subordinated Debt, not to exceed an
         aggregate amount of $1,000,000, and other Subordinated Debt in form
         and substance acceptable to the Lender and evidenced by its written
         consent thereto;

         SECTION 8.2      LIENS.  Create, incur, assume or suffer to exist any
Lien on any of its property now owned or hereafter acquired to secure any
Indebtedness other than:

                 (a)      Liens existing on the date hereof disclosed on
         Schedule 8.2, and provided no Event of Default has occurred and is
         then continuing, any renewal, extension or refunding of such Lien in
         an amount not exceeding the amount thereof remaining unpaid
         immediately prior to such renewal, extension or refunding;

                 (b)      Any Lien on any property securing Indebtedness
         incurred or assumed for the purpose of financing all or any part of
         the acquisition cost of such property and any refinancing thereof,
         provided that such Lien does not extend to any other property, and





                                       35

<PAGE>   41

         provided further that the aggregate principal amount of Indebtedness
         secured by all such Liens at any time does not exceed $250,000;

                 (c)      Liens for taxes not yet due, and Liens for taxes or
         Liens imposed by ERISA which are being contested in good faith by
         appropriate proceedings and with respect to which adequate reserves
         are being maintained;

                 (d)      Statutory Liens of landlords (excluding however any
         Material Places of Business) and Liens of carriers, warehousemen,
         mechanics, materialmen and other Liens imposed by law created in the
         ordinary course of business for amounts not yet due or which are being
         contested in good faith by appropriate proceedings and with respect to
         which adequate reserves are being maintained;

                 (e)      Liens incurred or deposits made in the ordinary
         course of business in connection with workers or workman's
         compensation, unemployment insurance and other types of social
         security, or to secure the performance of tenders, statutory
         obligations, surety and appeal bonds, bids, leases, government
         contracts, performance and return-of-money bonds and other similar
         obligations (exclusive of obligations for the payment of borrowed
         money);

                 (f)      Liens securing the Facilities; and

                 (g)      Liens reserved or invested in governmental authority
         (including without limitation zoning laws) which do not materially
         impair the use of such property.

         SECTION 8.3      SALES, ETC.  Sell, lease, or otherwise dispose of its
accounts, property or other assets (including Capital Stock of Subsidiaries);
provided, however, that the foregoing restrictions on asset sales shall not be
applicable to (i) sales of equipment or other personal property being replaced
by other equipment or other personal property purchased as a capital
expenditure item, and (ii) other asset sales (including the Capital Stock of
Subsidiaries) from one Credit Party to the other.

         SECTION 8.4      MERGERS, ACQUISITIONS, ETC.  Merge or consolidate
with any other Person, or acquire by purchase any other person or its assets,
provided, however, that the foregoing restrictions on mergers shall not apply
to (i) Permitted Acquisition provided that notice of said pending Permitted
Acquisition is given to the Lender along with a certification after said
Permitted Acquisition that this Agreement has been complied with both before
and after said Acquisition, (ii) mergers between a Subsidiary of Borrower and
Borrower or between Subsidiaries of Borrower, or (iii) mergers between a third
party and the Borrower where the Borrower is the surviving corporation provided
that said merger is a Permitted Acquisition, provided, however, that no
transaction pursuant to clauses (i), (ii), or (iii) shall be permitted if any
Default or Event of Default otherwise exists at the time of such transaction or
would otherwise arise as a result of such transaction.

         SECTION 8.5      INVESTMENTS, LOANS, ETC.  Make, permit or hold any
Investments in any Person, or otherwise acquire or hold any Subsidiaries, other
than:

                 (a)      Investments in Subsidiaries that are Guarantors under
         this Agreement, whether such Subsidiaries are Guarantors on the
         Closing Date or become Guarantors in accordance with Section 7.10
         after the Closing Date; provided, however, nothing in this Section 8.5
         shall be deemed to authorize an investment pursuant to this subsection
         (a) in any entity that is not a Subsidiary and a Guarantor prior to
         such investment;





                                       36

<PAGE>   42

                 (b)      Investments in Subsidiaries, other than those
         Subsidiaries that are or become Guarantors under this Agreement, made
         after the Closing Date, in an aggregate amount not to exceed $250,000
         unless otherwise consented to in writing by the Lender;

                 (c)      Direct obligations of the United States or any agency
         thereof, or obligations guaranteed by the United States or any agency
         thereof, in each case supported by the full faith and credit of the
         United States and maturing within one year from the date of creation
         thereof;

                 (d)      Commercial paper maturing within one year from the
         date of creation thereof rated in the highest grade by a nationally
         recognized credit rating agency;

                 (e)      Time deposits maturing within one year from the date
         of creation thereof with, including certificates of deposit issued by
         the Lender and any office located in the United States of any bank or
         trust company which is organized under the laws of the United States
         or any state thereof and has  assets aggregating at least
         $500,000,000, including without limitation, any such deposits in
         Eurodollars issued by a foreign branch of any such bank or trust
         company;

                 (f)      Investments made by Plans;

                 (g)      Permitted Intercompany Loans on terms and conditions
         acceptable to the Lender; and

                 (h)      Investments in stock or assets of another entity
         which thereby becomes a Subsidiary, in an aggregate amount not to
         exceed $5,000,000 in cash consideration, which transaction constitutes
         a Permitted Acquisition.

                 (i)      Advances made to employees in the ordinary and normal
         course of business consistent with past practice and for business
         purposes, and which advances are repaid by the employee within thirty
         days.

         SECTION 8.6      SALE AND LEASEBACK TRANSACTIONS.  Sell or transfer
any property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which any Consolidated
Company intends to use for substantially the same purpose or purposes as the
property being sold or transferred.

         SECTION 8.7      TRANSACTIONS WITH AFFILIATES.  Except as otherwise
approved in writing by the Lender:

                 (a)      Enter into any material transaction or series of
         related transactions which in the aggregate would be material, whether
         or not in the ordinary course of business, with any Affiliate of any
         Consolidated Company (but excluding any Affiliate which is also a
         Wholly Owned Subsidiary), other than on terms and conditions
         substantially as favorable to such Consolidated Company as would be
         obtained by such Consolidated Company at the time in a comparable
         arm's length transaction with a Person other than an Affiliate.

                 (b)      Convey or transfer to any other Person (including any
         other Consolidated Company) any real property, buildings, or fixtures
         used in the manufacturing or production operations of any Consolidated
         Company, or convey or transfer to any other Consolidated Company any
         other assets (excluding conveyances or transfers in the ordinary
         course of





                                       37

<PAGE>   43

         business) if at the time of such conveyance or transfer any Default or
         Event of Default exists or would exist as a result of such conveyance
         or transfer.

         SECTION 8.8      OPTIONAL PREPAYMENTS.  Directly or indirectly,
prepay, purchase, redeem, retire, defense or otherwise acquire, or make any
optional payment on account of any principal of, interest on, or premium
payable in connection with the optional prepayment, redemption or retirement
of, any of its Indebtedness, or give a notice of redemption with respect to any
such Indebtedness, or make any payment in violation of the subordination
provisions of any Subordinated Debt, except with respect to (i) the Obligations
under this Agreement and the Notes, (ii) prepayments of Indebtedness
outstanding pursuant to revolving credit, overdraft and line of credit
facilities permitted pursuant to Section 8.1 (c), (d), (g) and (h), (iii)
Intercompany Loans made or outstanding pursuant to Section 8.1(e), (iv)
Intercompany Loans where both Consolidated Companies are not Credit Parties
made or outstanding pursuant to Section 8.1 upon the prior written consent of
the Lender, and (v) Subordinated Debt, upon the prior written consent, of the
Lender.

         SECTION 8.9      CHANGES IN BUSINESS.  Enter into any business which
is substantially different from that presently conducted by the Consolidated
Companies taken as a whole.

         SECTION 8.10     ERISA. Take or fail to take any action with respect
to any Plan of any Consolidated Company or, with respect to its ERISA
Affiliates, any Plans which are subject to Title IV of ERISA or to continuation
health care requirements for group health plans under the Code, including
without limitation (i) establishing any such Plan, (ii) amending any such Plan
(except where required to comply with applicable law), (iii) terminating or
withdrawing from any such Plan, or (iv) incurring an amount of unfunded benefit
liabilities, as defined in Section 4001(a)(18) of ERISA, or any withdrawal
liability under Title IV of ERISA with respect to any such Plan, without first
obtaining the written approval of the Lender and the Required Lender, to the
extent that such actions or failures could result in a Materially Adverse
Effect.

        SECTION 8.11      ADDITIONAL NEGATIVE PLEDGES.  Create or otherwise     
cause or suffer to exist or become effective, directly or indirectly, any
prohibition or restriction on the creation or existence of any Lien upon any
asset of any Consolidated Company, other than pursuant to (i) the terms of any
agreement, instrument or other document pursuant to which any Indebtedness
permitted by Section 8.2(b) is incurred by any Consolidated Company, so long as
such prohibition or restriction applies only to the property or asset being
financed by such Indebtedness, and (ii) any requirement of applicable law or any
regulatory authority having jurisdiction over any of the Consolidated Companies.

         SECTION 8.12     LIMITATION ON PAYMENT RESTRICTIONS AFFECTING
CONSOLIDATED COMPANIES. Create or otherwise cause or suffer to exist or become
effective, any consensual encumbrance or restriction on the ability of any
Consolidated Company to (i) pay dividends or make any other distributions on
such Consolidated Company's stock, or (ii) pay any indebtedness owed to
Borrower or any other Consolidated Company, or (iii) transfer any of its
property or assets to Borrower or any other Consolidated Company, except any
consensual encumbrance or restriction existing under the Credit Documents.

         SECTION 8.13     ACTIONS UNDER CERTAIN DOCUMENTS.  Without the prior   
written consent of the Lender (which consent shall not be unreasonably
withheld), modify, amend, cancel or rescind the Intercompany Loans or
Intercompany Credit Documents (except that a loan between Consolidated Companies
as permitted by Section 8.1 may be modified or amended so long as it otherwise
satisfies the requirements of Section 8.1), or make demand of payment or accept
payment on any Intercompany Loans permitted by Section 8.1, except that current
interest accrued thereon as of the date of this Agreement and all interest
subsequently accruing thereon (whether or not paid currently) may be paid unless
a Default or Event of Default has occurred and is continuing.





                                       38

<PAGE>   44

         SECTION 8.14     FINANCIAL STATEMENTS; FISCAL YEAR.   Borrower shall
make no change in the dates of the fiscal year now employed for accounting and
reporting purposes without the prior written consent of the Lender, which
consent shall not be unreasonably withheld.

         SECTION 8.15     CHANGE OF MANAGEMENT.  Allow or suffer to occur any
change of management of the Borrower which creates an Event of Default under
Section 9.13.

         SECTION 8.16     CHANGE OF CONTROL.  Allow or suffer to occur any
change of control of the Borrower in violation of Section 9.11.

         SECTION 8.17     GUARANTIES.  Without the prior written consent of the
Lender, extend or execute any Guaranty other than (i) endorsements of
instruments for deposit or collection in the ordinary and normal course of
business, and (ii) Guaranties acceptable in writing to the Lender.

         SECTION 8.18     CHANGES IN DEBT INSTRUMENTS.  Without the prior
written consent of the Lender, enter into any amendment, change or modification
of any agreement relating to any Indebtedness provided, however, the foregoing
restrictions shall not prohibit any such amendment, change or modification
where (i) it relates solely to an extension of a maturity date if said
Indebtedness is not already in default, and (ii) other changes in said
agreements which are not material, provided, however if said amendment, change
or modification constitutes the waiver of any default condition under said
agreement, notice of said matter along with a copy of said amendment, change or
modification shall be given to the Lender.

         SECTION 8.19     This section is not applicable.

         SECTION 8.20     NO ISSUANCE OF CAPITAL STOCK.  Without the prior
written consent of the Lender permit any Subsidiary to issue any additional
Capital Stock.

         SECTION 8.21     NO PAYMENTS ON SUBORDINATED DEBT.  Without the prior
written consent of the Lender:

                 (a)      The Borrower shall not make or cause any payment of
         principal to be made on the Subordinated Debt unless and until all
         Obligations due the Lender hereunder are paid in full; and

                 (b)      The Borrower shall not make or cause any payment of
         interest to be made on the Subordinated Debt except and only to the
         extent and only during the period of time permitted under the
         Subordinated Debt document; and

                 (c)      Upon the occurrence and continuation of an Event of
         Default and, as a result of which, the Lender has elected to exercise
         any of the remedies under Article IX, the Borrower shall not
         thereafter make or permit any payments of any nature whatsoever to be
         made on any Subordinated Debt.

         SECTION 8.22     INSURANCE BUSINESS.  Without the prior written
consent of the Lender no Consolidated Company may engage in any business in the
nature of an insurance company, in which the Consolidated Company assumes the
risk as an insurer.





                                       39

<PAGE>   45

                                   ARTICLE IX

                               EVENTS OF DEFAULT

         Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

         SECTION 9.1      PAYMENTS.  Borrower shall fail to make promptly when
due (including, without limitation, by mandatory prepayment) any principal
payment with respect to the Loans, or Borrower shall fail to make within five
Business Days after the due date thereof any payment of interest, fee or other
amount payable hereunder;

         SECTION 9.2      COVENANTS WITHOUT NOTICE.  Borrower shall fail to
observe or perform any covenant or agreement contained in Sections 7.8, 7.11,
8.1 through 8.22;

         SECTION 9.3      OTHER COVENANTS.  Borrower shall fail to observe or
perform any covenant or agreement contained in this Agreement, other than those
referred to in Sections 9.1 and 9.2, and, if capable of being remedied, such
failure shall remain unremedied for thirty days after the earlier of (i)
Borrower's obtaining actual knowledge thereof, or (ii) written notice thereof
shall have been given to Borrower by Lender or the Lender;

         SECTION 9.4      REPRESENTATIONS.  Any representation or warranty made
or deemed to be made by Borrower or any other Credit Party under this Agreement
or any other Credit Document (including the Schedules attached thereto), or any
certificate or other document submitted to the Lender or the Lender by any such
Person pursuant to the terms of this Agreement or any other Credit Document,
shall be incorrect in any material respect when made or deemed to be made or
submitted;

         SECTION 9.5      NON-PAYMENTS OF OTHER INDEBTEDNESS.  Any Consolidated
Company shall fail to make when due (whether at stated maturity, by
acceleration, on demand or otherwise, and after giving effect to any applicable
grace period) any payment of principal of or interest on any Indebtedness
(other than the Obligations) exceeding $1,000,000 in the aggregate;

         SECTION 9.6      DEFAULTS UNDER OTHER AGREEMENTS.  Any Consolidated
Company shall fail to observe or perform any covenants or agreements contained
in any agreements or instruments relating to any of its Indebtedness exceeding
$1,000,000 in the aggregate, or any other event shall occur in respect of
Indebtedness exceeding $1,000,000 if the effect of such failure or other event
is to accelerate, or to permit the holder of such Indebtedness or any other
Person to accelerate, the maturity of such Indebtedness; or any such
Indebtedness shall be required to be prepaid (other than by a regularly
scheduled required prepayment) in whole or in part prior to its stated
maturity;

         SECTION 9.7      BANKRUPTCY.  Any Consolidated Company, shall commence
a voluntary case concerning itself under the Bankruptcy Code or an involuntary
case for bankruptcy is commenced against any Consolidated Company and the
petition is not controverted within ten days, or is not dismissed within sixty
days, after commencement of the case; or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or any substantial
part of the property of any Consolidated Company; or any Consolidated Company
commences proceedings of its own bankruptcy or to be granted a suspension of
payments or any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction, whether now or hereafter in effect,
relating to any Consolidated Company or there is commenced against any
Consolidated Company any such proceeding which remains undismissed for a period
of sixty days; or any Consolidated Company is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered;





                                       40

<PAGE>   46

or any Consolidated Company suffers any appointment of any custodian or the
like for it or any substantial part of its property to continue undischarged or
unstayed for a period of sixty days; or any Consolidated Company makes a
general assignment for the benefit of creditors; or any Consolidated Company
shall fail to pay, or shall state that it is unable to pay, or shall be unable
to pay, its debts generally as they become due; or any Consolidated Company
shall call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts; or any Consolidated Company shall by any act or
failure to act indicate its consent to, approval of or acquiescence in any of
the foregoing; or any corporate action is taken by any Consolidated Company for
the purpose of effecting any of the foregoing;

         SECTION 9.8      ERISA.  A Plan of a Consolidated Company or a Plan
subject to Title IV of ERISA of any of its ERISA Affiliates:

                 (a)      shall fail to be funded in accordance with the
         minimum funding standard required by applicable law, the terms of such
         Plan, Section 412 of the Code or Section 302 of ERISA for any plan
         year or a waiver of such standard is sought or granted with respect to
         such Plan under applicable law, the terms of such Plan or Section 412
         of the Code or Section 303 of ERISA; or

                 (b)      is being, or has been, terminated or the subject of
         termination proceedings under applicable law or the terms of such
         Plan; or

                 (c)      shall require a Consolidated Company to provide
         security under applicable law, the terms of such Plan, Section 401 or
         412 of the Code or Section 306 or 307 of ERISA; or

                 (d)      results in a liability to a Consolidated Company
         under applicable law, the terms of such Plan, or Title IV of ERISA;

and there shall result from any such failure, waiver, termination or other
event a liability to the PBGC or a Plan that would have a Materially Adverse
Effect;

         SECTION 9.9      MONEY JUDGMENT.  A judgment or order for the payment
of money in excess of $250,000 or otherwise having a Materially Adverse Effect
shall be rendered against any other Consolidated Company, and such judgment or
order shall continue unsatisfied (in the case of a money judgment) and in
effect for a period of 30 days during which execution shall not be effectively
stayed or deferred (whether by action of a court, by agreement or otherwise);

         SECTION 9.10     OWNERSHIP OF CREDIT PARTIES AND PLEDGED ENTITIES. If
shall at any time fail to own and control the required percentage of the voting
stock of any Guarantor, either directly or indirectly through a Wholly-Owned
Subsidiary, as of the date that Person became or was required to become a
Guarantor.

         
         SECTION 9.11     CHANGE IN CONTROL OF BORROWER.

                 (a)      Any "person" or "group" (within the meaning of
         Sections 13(d) and 14(d)(2) of the Exchange Act), other than
         stockholders existing on the Closing Date or their affiliates and the
         Persons set forth in Schedule 9.11 shall become the "beneficial
         owner(s)" (as defined in said Rule 13d-3) of more than forty percent
         (40%) of the shares of the outstanding Capital Stock of Borrower
         entitled to vote for members of Borrower's board of directors; or

                 (b)      Any event or condition shall occur or exist which,
         pursuant to the terms of any change in control provision, requires or
         permits the holder(s) of Indebtedness of any





                                       41

<PAGE>   47

         Consolidated Company to require that such Indebtedness be redeemed,
         repurchased, defeased, prepaid or repaid, in whole or in part, or the
         maturity of such Indebtedness to be accelerated in any respect.

         SECTION 9.12     DEFAULT UNDER OTHER CREDIT DOCUMENTS.  There shall    
exist or occur any "Event of Default" as provided under the terms of any other
Credit Document (after giving effect to any applicable grace period), or any
Credit Document ceases to be in full force and effect or the validity or
enforceability thereof is disaffirmed by or on behalf of any Credit Party, or at
any time it is or becomes unlawful for any Credit Party to perform or comply
with its obligations under any Credit Document, or the obligations of any Credit
Party under any Credit Document are not or cease to be legal, valid and binding
on any such Credit Party;

         SECTION 9.13     MANAGEMENT.   If for any reason the Borrower shall
cease to have management personnel reasonably satisfactory to the Lender
(present management being deemed acceptable), and no successor(s) thereto
reasonably acceptable to the Lender shall have been engaged and shall have
commenced to perform his/their duties with ninety days after such cessation;
and provided that during said ninety day period, the failure to obtain any
successor management shall not have a Materially Adverse Effect.  If for any
reason J. Hyatt Brown ceases to be involved with the Borrower, the Borrower
agrees that the Lender would be entitled to determine that said change is not
satisfactory to the Lender;

         SECTION 9.14     ATTACHMENTS.  An attachment or similar action shall   
be made on or taken against any of the assets of any Consolidated Company with
an Asset Value exceeding $500,000 in aggregate and is not removed, suspended or
enjoined within thirty days of the same being made or any suspension or
injunction being lifted;

         SECTION 9.15     DEFAULT UNDER SUBORDINATED LOAN DOCUMENTS.  An event
of default occurs and is continuing under any Subordinated Debt;

         SECTION 9.16     MATERIAL ADVERSE EFFECT.  The occurrence of any
Material Adverse Effect in the financial condition of any Consolidated Company
or its business:

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Lender may, and upon the written request of the
Lender, shall, by written notice to Borrower, take any or all of the following
actions, without prejudice to the rights of the Lender, the Lender or the
holder of any Note to enforce its claims against Borrower or any other Credit
Party: (i) declare the Revolving Loan Commitment terminated, whereupon the
Commitment of the Lender shall terminate immediately and any fees due under
this Agreement shall forthwith become due and payable without any other notice
of any kind; (ii) declare the principal of and any accrued interest on the
Loans, and all other obligations owing hereunder, to be, whereupon the same
shall become, forthwith due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by Borrower (iii)
exercise such other remedies as are provided to the Lender under any other
Credit Document; (iv) exercise such other rights as may be provided by
applicable law; and (v) declare that all Obligations shall thereafter bear
interest at the Default Rate; provided, that, if an Event of Default specified
in Section 9.7 shall occur, the result which would occur upon the giving of
written notice by the Lender to any Credit Party, as specified in clauses (i),
(ii), (iii) or, (iv) or (v) above, shall occur automatically without the giving
of any such notice.

                                   ARTICLE X

                        THIS ARTICLE IS NOT APPLICABLE.





                                       42

<PAGE>   48

                                   ARTICLE XI

                                 MISCELLANEOUS

         SECTION 11.1     NOTICES.  All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, telecopy or similar teletransmission or writing) and shall be given to
such party at its address or applicable teletransmission number set forth on
the signature pages hereof, or such other address or applicable
teletransmission number as such party may hereafter specify by notice to the
Lender and Borrower.  Each such notice, request or other communication shall be
effective (i) if given by telex, when such telex is transmitted to the telex
number specified in this Section and the appropriate answerback is received,
(ii) if given by mail, 72 hours after such communication is deposited in the
mails with first class postage prepaid, addressed as aforesaid, (iii) if given
by telecopy, when such telecopy is transmitted to the telecopy number specified
in this Section and the appropriate confirmation is received, or (iv) if given
by any other means (including, without limitation, by air courier), when
delivered or received at the address specified in this Section; provided that
notices to the Lender shall not be effective until received.

         SECTION 11.2     AMENDMENTS, ETC.  No amendment or waiver of any       
provision of this Agreement or the other Credit Documents, nor consent to any
departure by any Credit Party therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Lender, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.  Notwithstanding the foregoing, no amendment, waiver or
consent shall, unless in writing and signed by the Lender in addition to the
Lender required hereinabove to take such action, affect the rights or duties of
the Lender under this Agreement or under any other Credit Document.

         SECTION 11.3     NO WAIVER; REMEDIES CUMULATIVE.  No failure or delay  
on the part of the Lender in exercising any right or remedy hereunder or under
any other Credit Document, and no course of dealing between any Credit Party and
the Lender, shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other
right or remedy hereunder or thereunder.  The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which the Lender, would otherwise have.  No notice to or demand on any Credit
Party not required hereunder or under any other Credit Document in any case
shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Lender, any other or further action in any circumstances without notice or
demand.

         SECTION 11.4     PAYMENT OF EXPENSES, ETC.  Borrower shall:

                 (a)       whether or not the transactions hereby contemplated
         are consummated, pay all reasonable, out-of-pocket costs and expenses
         of the Lender in the administration (both before and after the
         execution hereof and including reasonable expenses actually incurred
         relating to advice of counsel as to the rights and duties of the
         Lender with respect thereto) of, and in connection with the
         preparation, execution and delivery of, preservation of rights under,
         enforcement of, and, after a Default or Event of Default, refinancing,
         renegotiation or restructuring of, this Agreement and the other Credit
         Documents and the documents and instruments referred to therein, and
         any amendment, waiver or consent relating thereto (including, without
         limitation, the reasonable fees actually incurred and disbursements of
         counsel for the Lender), and in the case of enforcement of this
         Agreement or any Credit Document after the occurrence and during the
         continuance of an Event of Default, all such reasonable, out-of-pocket
         costs and expenses (including, without limitation, the reasonable fees
         actually incurred and disbursements of counsel), for any of the
         Lender;





                                       43

<PAGE>   49

                 (b)      subject, in the case of certain Taxes, to the
         applicable provisions of Section 4.7(b), pay and hold the Lender
         harmless from and against any and all present and future stamp,
         documentary, intangible and other similar Taxes with respect to this
         Agreement, the Notes and any other Credit Documents, any collateral
         described therein, or any payments due thereunder, including interest
         and penalties and save the Lender harmless from and against any and
         all liabilities with respect to or resulting from any delay or
         omission of Borrower to pay such Taxes, provided, however, nothing
         contained in this subsection shall obligate the Borrower to pay any
         taxes based on the overall income of the Lender; and

                 (c)      indemnify the Lender, and its officers, directors,
         employees, representatives and agents from, and hold each of them
         harmless against, any and all costs, losses, liabilities, claims,
         damages or expenses incurred by any of them (whether or not any of
         them is designated a party thereto) (an "Indemnitee") arising out of
         or by reason of any third party investigation, litigation or other
         proceeding related to any actual or proposed use of the proceeds of
         any of the Loans or any Credit Party's entering into and performing of
         the Agreement, the Notes, or the other Credit Documents, including,
         without limitation, the reasonable fees actually incurred and
         disbursements of counsel (including foreign counsel) incurred in
         connection with any such third party investigation, litigation or
         other proceeding; provided, however, Borrower shall not be obligated
         to indemnify any Indemnitee for any of the foregoing arising out of
         such Indemnitee's gross negligence or willful misconduct or the breach
         by the Indemnitee of its obligations under this Agreement;

                 (d)      without limiting the indemnities set forth in
         subsection (c) above, indemnify each Indemnitee for any and all
         expenses and costs (including without limitation, remedial, removal,
         response, abatement, cleanup, investigative, closure and monitoring
         costs), losses, claims (including claims for contribution or indemnity
         and including the cost of investigating or defending any claim and
         whether or not such claim is ultimately defeated, and whether such
         claim arose before, during or after any Credit Party's ownership,
         operation, possession or control of its business, property or
         facilities or before, on or after the date hereof, and including also
         any amounts paid incidental to any compromise or settlement by the
         Indemnitee or Indemnitees to the holders of any such claim), lawsuits,
         liabilities, obligations, actions, judgments, suits, disbursements,
         encumbrances, liens, damages (including without limitation damages for
         contamination or destruction of natural resources), penalties and
         fines of any kind or nature whatsoever (including without limitation
         in all cases the reasonable fees actually incurred, other charges and
         disbursements of counsel in connection therewith) incurred, suffered
         or sustained by that Indemnitee based upon, arising under or relating
         to Environmental Laws based on, arising out of or relating to in whole
         or in part, the existence or exercise of any rights or remedies by any
         Indemnitee under this Agreement, any other Credit Document or any
         related documents (but excluding those incurred, suffered or sustained
         by any Indemnitee as a result of any action taken by or on behalf of
         the Lender with respect to any Subsidiary of Borrower (or the assets
         thereof) owned or controlled by the Lender).  The indemnity permitted
         in this clause (d) shall (i) not apply as to any Indemnity to any
         costs or expenses in connection with any condition, suspected
         condition, threatened condition or alleged condition which first
         arises and occurs after said Indemnitee Lender succeeds to the
         ownership of, takes possession of or operates the business or any
         property of the Borrower or any of its Subsidiaries, and (ii) in the
         case of cleanup, investigative, closure and monitoring costs
         concerning or relating to Hazardous Materials or any Environmental
         Laws shall only apply after an Event of Default has occurred and is
         continuing provided that the Credit Party is then undertaking and
         fulfilling all its obligations under this Agreement and Environmental
         Laws with respect to said cleanup, investigation, closure and
         monitoring.





                                       44

<PAGE>   50

If and to the extent that the obligations of Borrower under this Section 11.4
are unenforceable for any reason, Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.

         SECTION 11.5     RIGHT OF SET-OFF.  In addition to and not in  
limitation of all rights of offset that the Lender may have under applicable
law, the Lender shall, upon the occurrence and during the continuance of any
Event of Default and whether or not the Lender has made any demand or any Credit
Party's obligations are matured, have the right to appropriate and apply to the
payment of any Credit Party's obligations hereunder and under the other Credit
Documents, all deposits of any Credit Party (general or special, time or demand,
provisional or final, other than escrow or trust accounts denoted as such) then
or thereafter held  by and other indebtedness or property then or thereafter
owing by the Lender, whether or not related to this Agreement or any transaction
hereunder.  The Lender shall promptly notify Borrower of any offset hereunder.

         SECTION 11.6     BENEFIT OF AGREEMENT.

                 (a)      This Agreement shall be binding upon and inure to the
         benefit of and be enforceable by the respective successors and assigns
         of the parties hereto, provided that Borrower may not assign or
         transfer any of its interest hereunder without the prior written
         consent of the Lender except as otherwise provided in this Agreement.

                 (b)      The Lender may make, carry or transfer Loans at, to
         or for the account of, any of its branch offices or the office of an
         Affiliate of the Lender.

                 (c)      The Lender may assign all or a portion of its
         interests, rights and obligations under this Agreement (including all
         or a portion of any of its Commitments and the Loans at the time owing
         to it and the Notes held by it) to any Eligible Assignee; provided,
         however, that (i) the Borrower must give prior written consent to such
         assignment (which consent shall not be unreasonably withheld or
         delayed) unless such assignment is to an Affiliate of the assigning
         Lender, (ii) the amount of the Revolving Loan Commitments, or Loans,
         in the case of assignment of Loans, of the assigning Lender subject to
         each assignment (determined as of the date the assignment and
         acceptance with respect to such assignment is delivered to the Lender)
         shall not be less than $1,000,000, (iii) the parties to each such
         assignment shall execute and deliver to the Lender an Assignment and
         Acceptance, together with a Note or Notes subject to such assignment
         and, unless such assignment is to an Affiliate of the Lender, a
         processing and recordation fee of $2,500, and (iv) the Eligible
         Assignee has the ability to satisfy the obligations of said Lender
         hereunder.  Borrower shall not be responsible for such processing and
         recordation fee or any costs or expenses incurred by the Lender or the
         Lender in connection with such assignment.  From and after the
         effective date specified in each Assignment and Acceptance, which
         effective date shall be at least one (1) Business Days after the
         execution thereof, the assignee thereunder shall be a party hereto and
         to the extent of the interest assigned by such Assignment and
         Acceptance, have the rights and obligations of a Lender under this
         Agreement.  Notwithstanding the foregoing, the assigning Lender must
         retain after the consummation of such Assignment and Acceptance, a
         minimum aggregate amount of Commitments or Loans, as the case may be,
         of $2,000,000; provided, however, no such minimum amount shall be
         required with respect to any such assignment made at any time there
         exists an Event of Default hereunder.  Within one (1) Business Days
         after receipt of the notice and the Assignment and Acceptance,
         Borrower, at its own expense, shall execute and deliver to the Lender,
         in exchange for the surrendered Note or Notes (which shall be marked
         "canceled" and delivered to Borrower), a new Note or Notes to the
         order of such assignee in a principal amount equal to the applicable
         Commitments or Loans assumed by it pursuant to such Assignment and
         Acceptance and new Note or Notes to the assigning





                                       45

<PAGE>   51

         Lender in the amount of its retained Commitment or Commitments or
         amount of its retained Loans.  Such new Note or Notes shall be in an
         aggregate principal amount equal to the aggregate principal amount of
         such surrendered Note or Notes, shall be dated the date of the
         surrendered Note or Notes which they replace, and shall otherwise be
         in substantially the form attached hereto.

                 (d)      The Lender may, without the consent of Borrower, sell
         participations to one or more of its Affiliate banks in all or a
         portion of its rights and obligations under this Agreement (including
         all or a portion of its Commitments in the Loans owing to it and the
         Notes held by it).

                 (e)      The Lender or participant may, in connection with the
         assignment or participation or proposed assignment or participation,
         pursuant to this Section, disclose to the assignee or participant or
         proposed assignee or participant any information relating to Borrower
         or the other Consolidated Companies furnished to the Lender by or on
         behalf of Borrower or any other Consolidated Company.  With respect to
         any disclosure of confidential, non- public, proprietary information,
         such proposed assignee or participant shall agree to use the
         information only for the purpose of making any necessary credit
         judgments with respect to this credit facility and not to use the
         information in any manner prohibited by any law, including without
         limitation, the securities laws of the United States.  The proposed
         participant or assignee shall agree not to disclose any of such
         information except (i) to directors, employees, auditors or counsel to
         whom it is necessary to show such information, each of whom shall be
         informed of the confidential nature of the information, (ii) in any
         statement or testimony pursuant to a subpoena or order by any court,
         governmental body or other agency asserting jurisdiction over such
         entity, or as otherwise required by law (provided prior notice is
         given to Borrower and the Lender unless otherwise prohibited by the
         subpoena, order or law), and (iii) upon the request or demand of any
         regulatory agency or authority with proper jurisdiction.  The proposed
         participant or assignee shall further agree to return all documents or
         other written material and copies thereof received from the Lender,
         the Lender or Borrower relating to such confidential information
         unless otherwise properly disposed of by such entity.

                 (f)      The Lender may at any time assign all or any portion
         of its rights in this Agreement and the Notes issued to it to a
         Federal Reserve Bank; provided that no such assignment shall release
         the Lender from any of its obligations hereunder.

                 (g)      If (i) any Taxes referred to in Section 4.7(b) have
         been levied or imposed so as to require withholdings or deductions by
         Borrower and payment by Borrower of additional amounts to the Lender
         as a result thereof, (ii) the Lender shall make demand for payment of
         any material additional amounts as compensation for increased costs
         pursuant to Section 4.10 or for its reduced rate of return pursuant to
         Section 4.16, or (iii) the Lender shall decline to consent to a
         modification or waiver of the terms of this Agreement or the other
         Credit Documents requested by Borrower, then and in such event, upon
         request from Borrower delivered to the Lender and the Lender, such
         Lender shall assign, in accordance with the provisions of Section
         11.6(c), all of its rights and obligations under this Agreement and
         the other Credit Documents to another Lender or an Eligible Assignee
         selected by Borrower, in consideration for the payment by such
         assignee to the Lender of the principal of, and interest on, the
         outstanding Loans accrued to the date of such assignment, and the
         assumption of such Lender's  Commitment hereunder, together with any
         and all other amounts owing to such Lender under any provisions of
         this Agreement or the other Credit Documents accrued to the date of
         such assignment.





                                       46

<PAGE>   52

         SECTION 11.7     GOVERNING LAW; SUBMISSION TO JURISDICTION.

                 (a)      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN ACCORDANCE
         WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT
         OF LAW PRINCIPLES THEREOF) OF THE STATE OF FLORIDA.

                 (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
         AGREEMENT, THE NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN
         THE CIRCUIT COURT OF ORANGE COUNTY, FLORIDA, OR ANY OTHER COURT OF THE
         STATE OF FLORIDA OR OF THE UNITED STATES OF AMERICA FOR THE MIDDLE
         DISTRICT OF FLORIDA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
         BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
         GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
         COURTS.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY,
         AND, TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY IRREVOCABLY
         WAIVES ANY OBJECTION, INCLUDING, WITHOUT LITIGATION, ANY OBJECTION TO
         THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
         WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION
         OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

                 (c)      BORROWER HEREBY IRREVOCABLY DESIGNATES THE PRESIDENT
         OF THE BORROWER, AS SO DESIGNATED FROM TIME TO TIME, AT THE ADDRESS
         SET FORTH ON THE BORROWER'S SIGNATURE PAGE TO THIS AGREEMENT AS ITS
         DESIGNEE, APPOINTEE AND LOCAL AGENT TO RECEIVE, FOR AND ON BEHALF OF
         BORROWER, SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY
         LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE NOTES
         OR ANY DOCUMENT RELATED THERETO.  IT IS UNDERSTOOD THAT A COPY OF SUCH
         PROCESS SERVED ON SUCH LOCAL LENDER WILL BE PROMPTLY FORWARDED BY SUCH
         LOCAL LENDER AND BY THE SERVER OF SUCH PROCESS BY MAIL TO BORROWER AT
         ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, BUT, TO THE EXTENT
         PERMITTED BY LAW, THE FAILURE OF BORROWER TO RECEIVE SUCH COPY SHALL
         NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.  BORROWER FURTHER
         IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
         AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
         OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
         BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS
         AFTER SUCH MAILING.

                 (d)      Nothing herein shall affect the right of the Lender
         or any Credit Party to serve process in any other manner permitted by
         law or to commence legal proceedings or otherwise proceed against
         Borrower in any other jurisdiction.

         SECTION 11.8     INDEPENDENT NATURE OF LENDER' RIGHTS.  The amounts    
payable at any time hereunder to the Lender shall be a separate and independent
debt, and the Lender shall be entitled to protect and enforce its rights
pursuant to this Agreement and its Notes, and it shall not be necessary for any
other Lender to be joined as an additional party in any proceeding for such
purpose.

         SECTION 11.9     COUNTERPARTS.  This Agreement may be executed in any  
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.





                                       47

<PAGE>   53


         SECTION 11.10    EFFECTIVENESS; SURVIVAL.

                 (a)      This Agreement shall become effective on the date
         (the "Effective Date") on which all of the parties hereto shall have
         signed a counterpart hereof (whether the same or different
         counterparts) and shall have delivered the same to the Lender pursuant
         to Section 11.1.

                 (b)      The obligations of Borrower intended to survive
         hereunder shall so survive payment in full of the Notes provide,
         however, the obligations of the Borrower under Sections 4.7(b), 4.10,
         4.12, 4.13, and 4.16 hereof shall survive for ninety (90) days after
         the payment in full of the Notes after the Final Maturity Date.  All
         representations and warranties made herein, in the certificates,
         reports, notices, and other documents delivered pursuant to this
         Agreement shall survive the execution and delivery of this Agreement,
         the other Credit Documents, and such other agreements and documents,
         the making of the Loans hereunder, and the execution and delivery of
         the Notes.

         SECTION 11.11    SEVERABILITY.  In case any provision in or obligation
under this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

         SECTION 11.12    INDEPENDENCE OF COVENANTS.  All covenants hereunder
shall be given independent effect so that if a particular action or condition
is not permitted by any of such covenants, the fact that it would be permitted
by an exception to, or be otherwise within the limitation of, another covenant,
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists.

         SECTION 11.13    CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX
LAWS.  If (i) any preparation of the financial statements referred to in
Section 7.7 hereafter occasioned by the promulgation of rules, regulations,
pronouncements and opinions by or required by the Financial Accounting
Standards Board or the American Institute of Certified Public Accounts (or
successors thereto or agencies with similar functions) (other than changes
mandated by FASB 106) result in a material change in the method of calculation
of financial covenants, standards or terms found in this Agreement, (ii) there
is any change in Borrower's fiscal quarter or fiscal year, or (iii) there is a
material change in federal tax laws which materially affects any of the
Consolidated Companies' ability to comply with the financial covenants,
standards or terms found in this Agreement, Borrower and the Lender agree to
enter into negotiations in order to amend such provisions so as to equitably
reflect such changes with the desired result that the criteria for evaluating
any of the Consolidated Companies, financial condition shall be the same after
such changes as if such changes had not been made.  Unless and until such
provisions have been so amended, the provisions of this Agreement shall govern.

         SECTION 11.14    HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT.  The headings
of the several sections and subsections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.  This Agreement, the other Credit Documents,
and the agreements and documents required to be delivered pursuant to the terms
of this Agreement constitute the entire agreement among the parties hereto and
thereto regarding the subject matters hereof and thereof and supersede all
prior agreements, representations and understandings related to such subject
matters.

         SECTION 11.15    TIME IS OF THE ESSENCE.  Time is of the essence in
interpreting and performing this Agreement and all other Credit Documents.

         SECTION 11.16    USURY.  It is the intent of the parties hereto not to
violate any federal or state law, rule or regulation pertaining either to usury
or to the contracting for or charging or collecting of interest, and





                                       48

<PAGE>   54

Borrower and Lender agree that, should any provision of this Agreement or of
the Notes, or any act performed hereunder or thereunder, violate any such law,
rule or regulation, then the excess of interest contracted for or charged or
collected over the maximum lawful rate of interest shall be applied to the
outstanding principal indebtedness due to Lender by Borrower under this
Agreement.

         SECTION 11.17    CONSTRUCTION.  Should any provision of this Agreement
require judicial interpretation, the parties  hereto agree that the court
interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more  strictly construed against one party by reason of
the rule of construction that a document is to be more strictly construed
against the party who itself or through its agents prepared the same, it being
agreed that Borrower, Lender, Lender and their respective agents have
participated in the preparation hereof.

                             SIGNATURE PAGE FOLLOW





                                       49

<PAGE>   55

                        SIGNATURE PAGE TO REVOLVING LOAN
                        --------------------------------


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their duly authorized officers as of the day
and year first above written.



<TABLE>
<S>                                              <C>
                                                 BORROWER:
                                                 
                                                 POE & BROWN, INC.
                                                 
Address For Notices:                             
                                                 By: J. Hyatt Brown
                                                     --------------------------
220 South Ridgewood Avenue                           J. Hyatt Brown,
Daytona Beach, Florida  23115-2412                     President & Chief Executive Officer
                                                 
Attention:  Chief Financial Officer              
            -----------------------              By: Timothy L. Young          
                                                     --------------------------
                                                     Timothy L. Young,
Telephone No.: 1-800-877-2769                          Treasurer
               --------------------              
Telecopy No.:  904-239-7252                      
               --------------------              
                                                 
With a Copy To:
Cobb Cole & Bell
150 Magnolia Avenue
Post Office Box 2491
Daytona Beach, FL  32115-2491
Attention:  Jonathan D. Kabey, Jr.
Telephone No.  904-255-8171
Telecopy No.  904-258-5068
                                                 
Address for Notices:                             SUN BANK, NATIONAL ASSOCIATION,
                                                   Individually and as Lender
200 South Orange Avenue                          
6th Floor, SOAB                                  
Post Office Box 3833                             
Orlando, Florida  32897                          By: C. J. Aguilar 
                                                     --------------------------
                                                     C. J. Aguilar,
Attention:  C.J. Aguilar,                              First Vice President
                 First Vice President          

Telephone No.: (407) 237-5298

Telecopy No.: (407) 237-5398




</TABLE>









<PAGE>   1
                                                                EXHIBIT 10(a)(4)




                                LEASE AGREEMENT


                                LANDMARK CENTRE
                                 TAMPA, FLORIDA





                                    BETWEEN



                          SOUTHEAST FINANCIAL CENTER ASSOCIATES
                          AS LANDLORD




                                      AND




                          POE & BROWN, INC.
                          AS TENANT


<PAGE>   2

                               TABLE OF CONTENTS
                              FOR LANDMARK CENTRE


<TABLE>
<CAPTION>
Item                                                                                     Page
----                                                                                     ----
<S>      <C>                                                                              <C>
1.       PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
                                                                                        
2.       TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
                                                                                        
3.       BASE RENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
                                                                                        
4.       ESCALATION OF BASE RENT  . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
                                                                                        
5.       REIMBURSEMENT FOR INCREASES IN OPERATING EXPENSES  . . . . . . . . . . . . . .    5
                                                                                        
6.       USE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
                                                                                        
7.       TENANT'S CARE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
                                                                                        
8.       SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
                                                                                        
9.       DESTRUCTION OR DAMAGE TO PREMISES  . . . . . . . . . . . . . . . . . . . . . .   19
                                                                                        
10.      DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
                                                                                        
11.      ASSIGNMENT AND SUBLETTING  . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                                                                                        
12.      CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
                                                                                        
13.      INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
                                                                                        
14.      SUBORDINATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
                                                                                        
15.      INDEMNIFICATION AND HOLD HARMLESS  . . . . . . . . . . . . . . . . . . . . . .   29
                                                                                        
16.      INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
                                                                                        
17.      REMEDIES CUMULATIVE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
                                                                                        
18.      HOLDING OVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
                                                                                        
19.      ENTIRE AGREEMENT - NO WAIVER . . . . . . . . . . . . . . . . . . . . . . . . .   32
                                                                                        
20.      HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
                                                                                        
21.      NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
                                                                                        
22.      HEIRS AND ASSIGNS - PARTIES  . . . . . . . . . . . . . . . . . . . . . . . . .   32
                                                                                        
23.      ATTORNEYS' FEES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
                                                                                        
24.      TIME OF ESSENCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
                                                                                        
25.      SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
                                                                                        
26.      COMPLETION OF THE PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . .   33
                                                                                        
27.      PARKING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
                                                                                        
28.      RULES AND REGULATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
                                                                                        
29.      LATE PAYMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
                                                                                        
30.      ESTOPPEL CERTIFICATES  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
                                                                                        
31.      SEVERABILITY AND INTERPRETATION  . . . . . . . . . . . . . . . . . . . . . . .   34
                                                                                        
32.      TENANT'S PERSONALTY - RESTRICTION ON DISTRAINT . . . . . . . . . . . . . . . .   35
</TABLE>
                                                               





                                      -i-


<PAGE>   3


<TABLE>
<S>      <C>                                                                              <C>
33.      FORCE MAJEURE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
                                                                                        
34.      QUIET ENJOYMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
                                                                                        
35.      BROKERAGE COMMISSION; INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . .   35
                                                                                        
36.      EXCULPATION OF LANDLORD  . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
                                                                                        
37.      ORIGINAL INSTRUMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
                                                                                        
38.      FLORIDA LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
                                                                                        
39.      NO RECORDATION
 OF LEASE  . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                                                                                        
40.      SURVIVAL OF TERMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                                                                                        
41.      AUTHORIZATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                                                                                        
42.      RADON GAS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                                                                                        
43.      APPROVAL OF LEASE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                                                                                        
44.      SIGNAGE/BUILDING NAME  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   36
                                                                                        
45.      NO SMOKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
                                                                                        
46.      SATELLITE ANTENNA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
                                                                                        
47.      RIGHT TO CANCEL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
                                                                                        
48.      OPTION TO CONTRACT THE PREMISES  . . . . . . . . . . . . . . . . . . . . . . .   38
                                                                                        
49.      RENEWAL OF LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39
                                                                                        
50.      RIGHT TO FIRST OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                                                                                        
51.      STORAGE AREA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
                                                                                        
52.      RELOCATION ALLOWANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
                                                                                        
53.      OPTION TO EXPAND THE PREMISES  . . . . . . . . . . . . . . . . . . . . . . . .   41
                                                                                        
54.      FOOD SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
                                                                                        
55.      EXCLUSIVE USE ON FOURTEENTH FLOOR  . . . . . . . . . . . . . . . . . . . . . .   42
                                                                                        
56.      TELECOMMUNICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
                                                                                        
57.      INTERNAL STAIRWAYS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45
                                                                            
         EXHIBIT "A" - Legal Description of Property
         EXHIBIT "B" - General Floor Plan Location
         EXHIBIT "C" - Floor Plans for Interior of Premises
         EXHIBIT "D" - Work Agreement
         EXHIBIT "E" - Commencement Date Agreement
         EXHIBIT "F" - Rules and Regulations
         EXHIBIT "G" - Building Standard Electrical Specifications
         EXHIBIT "H" - Parking Specifications
         EXHIBIT "I" - Janitorial Specifications
         EXHIBIT "J" - Storage Space
         EXHIBIT "K" - Subordination Agreement
         EXHIBIT "L" - Environmental Report
         EXHIBIT "M" - Location of Bollards
         EXHIBIT "N" - Landlord's Insurance

         SCHEDULE "1" - Monthly Payment Schedule
</TABLE>






                                      -ii-


<PAGE>   4

                                LEASE AGREEMENT
                             FOR OFFICE FACILITIES


         THIS LEASE, made as of February __, 1995, by and between SOUTHEAST
FINANCIAL CENTER ASSOCIATES, a Florida general partnership (herein called
"Landlord"), whose address is c/o Faison, 401 East Jackson Street, Suite 2300,
Tampa, Florida 33602, and POE & BROWN, INC., a Florida corporation (herein
called "Tenant") whose address is 702 North Franklin Street, Tampa, Florida
33602.


                              W I T N E S S E T H:


         1.      PREMISES:  Landlord hereby leases to Tenant and Tenant hereby
rents and leases from Landlord the following described space, herein called
"Premises".  The following words and phrases shall have the meanings set forth
below:

                 Tenant's Rentable Area:  67,519 rentable square feet, which
includes Tenant's share of common area facilities determined in accordance with
the method described on Schedule 1 of Exhibit "D" attached hereto, which method
shall also be used to determine Total Building Rentable Area.

                 Floor:  part of 14, and all of floors 15, 16, & 17   Suite:
1700  located at:   401 East Jackson Street, Tampa, Florida  33602.

                 Building:  That certain building now known as "Landmark
Centre", and the parking facilities located in the building (each of which is
located on the "Property" [as herein defined]).

                 Property:  The Building, and the real property surrounding and
adjacent to the Building located in Hillsborough County, Florida, as more
particularly described on Exhibit "A" attached hereto and made a part hereof.

                 Total Building Rentable Area:  525,000 square feet, which
includes the common area facilities of the Building.  Landlord warrants that
this figure was calculated in accordance with Schedule 1 of Exhibit "D"
attached hereto.  If Total Building Rentable Area as stated in any lease of
space in the Building exceeds 535,000 rentable square feet and such stated
Total Building Rentable Area is not due to a calculation error or clarical
error, Total Building Rentable Area for this Lease shall be adjusted to such
higher Total Building Rentable Area.

The Premises are more particularly shown and outlined on the general floor plan
location drawing, attached hereto as Exhibit "B" and made a part hereof, and
the actual floor plans for the interior of the Premises shall be attached
hereto as Exhibit "C", upon final approval thereof in accordance with Exhibit
"D" of this Lease.  Subject to other provisions of this Lease, the Premises
shall include the appurtenant right to the use, in common with others, of
lobbies, entrances, stairs, corridors, elevators and other public portions of
the Building and Property.  All the windows and outside walls of the Premises,
and any space in the Premises used for shafts, pipes, conduits, ducts, electric
or other utilities, sinks or other Building facilities, and the use thereof and
access thereto through the Premises are reserved to Landlord.  No easement for
light, air or view is granted or implied hereunder, and the reduction or
elimination of Tenant's light, air or view will not affect Tenant's liability
under this Lease.

         2.      TERM:

                 A.       Landlord shall construct or install in the Premises 
the improvements (the "Tenant Improvements") to be constructed or installed by
Landlord pursuant to the provisions of Exhibit "D"


<PAGE>   5

attached hereto and made a part hereof, which improvements shall be deemed part
of the Premises and owned by Landlord.  The term of this Lease (herein called
"Lease Term") shall commence on the "Commencement Date" which shall be the
latest of (i) May 15, 1995, (ii) the "Date of Substantial Completion", as
hereinafter defined, or (iii) the day after the expiration of the "Tenant Work
Period", as hereinafter defined.  The "Date of Substantial Completion" shall be
the date on which the Tenant Improvements are substantially complete, unless
substantial completion of the Tenant Improvements is delayed for any of the
reasons set forth in Paragraph 4.03 of Exhibit "D" (a "Tenant Delay"), in which
event the Date of Substantial Completion shall be the date on which the Tenant
Improvements would have been substantially complete if not for such Tenant
Delay.  Landlord shall allow Tenant access to the Premises for the purposes of
performing Tenant's Work and moving Tenant's personal property into the
Premises for not less than the Tenant Work Period, during which Tenant Work
Period Tenant shall not be obligated to pay Rent.  The "Tenant Work Period"
shall be: twenty-one (21) days for the portion of the Premises located on the
fifteenth (15th) and sixteenth (16th) floors of the Building, fourteen (14)
days for the portion of the Premises located on the seventeenth (17th) floor of
the Building, and seven (7) days for the portion of the Premises located on the
fourteenth (14th) floor of the Building, (any portion of which may, at
Landlord's discretion, be before, after, or both before and after, substantial
completion of the Tenant Improvements); provided, however, that Landlord shall
use reasonable diligence to schedule all of the Tenant Work Period before the
Occupancy Date, as hereinafter defined.  Notwithstanding the foregoing, if
Landlord shall be delayed in substantially completing the Tenant Improvements
due to a Tenant Delay, the Tenant Work Period for each floor shall be reduced
by one day (or portion thereof) for each day (or portion thereof) of Tenant
Delay.  Tenant shall have the right to occupy and operate its business in any
portion of the Premises in which the Tenant Improvements are substantially
complete during the period, if any, from the date on which the Tenant
Improvements are substantially complete until the Commencement Date, during
which period Tenant shall not be obligated to pay Rent.  Unless sooner
terminated as herein provided, the Lease Term shall expire on the day before
the tenth (10th) anniversary of the Commencement Date (the "Expiration Date").

                 B.       Tenant shall deliver to Landlord thirteen (13) sets
of final permittable working drawings for the construction of the Tenant
Improvements on or before February 6, 1995.  Provided Tenant has delivered said
final permittable working drawings to Landlord no later than February 6, 1995,
Landlord shall cause the Tenant Improvements to be substantially complete on or
before "Occupancy Date", as hereinafter defined.  The "Occupancy Date" shall be
May 14, 1995; provided, however, if Landlord shall be delayed in substantially
completing the Tenant Improvements due to a Tenant Delay, the Occupancy Date
shall be extended by one day (or portion thereof) for each day (or portion
thereof) of Tenant Delay.  For purposes of any construction performed under
this Lease, "substantial completion" or "substantially complete" shall mean
completion of construction in substantial accordance with the Tenant
Improvement Plans and Specifications (excepting only such punchlist items as
will not materially adversely affect Tenant's occupancy and use of the Premises
for their intended purpose), as evidenced by the Tenant Improvement Architect's
written certification of substantial completion to Tenant, and the final,
unconditional certificate of occupancy issued by the City of Tampa.  Landlord
will be responsible for (i) any delay in substantial completion of construction
of the Tenant Improvements beyond the Occupancy Date, and (ii) Landlord's
failure to provide to Tenant access to the Premises for Tenant's Work during
the entire Tenant Work Period on or before the Occupancy Date, caused by any
cause (including force majeure) other than Tenant Delay; and Landlord's
liability for such delay or failure shall include, without limitation, any
holdover rent (including penalties or consequential damages) and swing space
rent in excess of Lease rent, and all costs resulting from relocation to swing
space reasonably incurred by Tenant because of such delay or failure, all as
mitigated





                                      -2-


<PAGE>   6

through Tenant's efforts (as hereinbelow provided) to mitigate its damages
resulting from delayed completion of the Premises or Landlord's failure to
provide access to the Premises to Tenant during the entire Tenant Work Period
on or before the Occupancy Date.  Tenant shall use reasonable efforts to
mitigate its damages resulting from delayed completion of the Premises, and
Tenant shall use all diligent efforts (including but not limited to increased
expenditures by Tenant of up to $15,000.00) to mitigate its damages resulting
from Landlord's failure to provide access to the Premises to Tenant during the
entire Tenant Work Period on or before the Occupancy Date.  Landlord shall
reimburse Tenant for any reasonable costs incurred in effecting such mitigation
of damages due to delay (other than Tenant Delay) in completion of construction
of the Tenant Improvements within forty-five (45) days after invoice, or Tenant
may deduct such costs from Monthly Payment.

                 C.       If Landlord, for any reason whatsoever (including
force majeure), cannot deliver to Tenant possession of the Premises (with the
Tenant Improvements substantially complete) on or before the Occupancy Date,
this Lease shall not be void or voidable, but in that event, provided the delay
is not due to a Tenant Delay, no Monthly Payment (as that term is hereinafter
defined) shall be due until the Commencement Date.  Notwithstanding the
foregoing, if for any reason (including force majeure) other than Tenant Delay,
Landlord does not cause the Tenant Improvements to be substantially complete on
or before the date which is seventy-eight (78) days after the Occupancy Date,
Tenant may, by written notice to Landlord on or before the date which is
eighty- one (81) days after the Occupancy Date, terminate this Lease, in which
event, in addition to its liability under Section 2.B. above, Landlord shall be
responsible for all damages (including without limitation, consequential
damages) incurred by Tenant as a result of Landlord's failure to cause the
Tenant Improvements to be substantially complete by that date.

                 D.       On or before the date on which the Premises are ready
for occupancy by Tenant, Landlord shall furnish to Tenant a Commencement Date
Agreement in the form attached hereto as Exhibit "E" and made a part hereof,
said Agreement setting forth the specific Commencement Date and the Expiration
Date for this Lease as hereinabove determined.  Tenant shall execute the
"Acknowledgment by Tenant" attached to the Commencement Date Agreement and
promptly return a signed copy thereof to Landlord.  No failure or delay on the
part of Tenant to so execute or deliver the Acknowledgement by Tenant shall
delay or otherwise modify the Commencement Date.  Tenant shall not be entitled
to occupancy or possession of the Premises until Tenant has executed and
delivered to Landlord said Acknowledgement, except as expressly permitted in
Section 2.A. above.

                 E.       As of the Commencement Date, Tenant takes and accepts
from Landlord the Premises upon the terms and conditions herein contained, in
its then condition, such condition being suited for the uses intended by
Tenant, subject to punchlist items and construction warranties.  Landlord shall
assign to Tenant, as of the Commencement Date, all construction warranties
Landlord receives relating to the Tenant Improvements, and no provision of this
Lease shall be construed to diminish any rights of Tenant  (under such assigned
construction warranties or otherwise) against the Tenant Improvement Contractor
or any other contractor with respect to the Tenant Improvements.  Landlord
agrees to cooperate with Tenant's efforts to enforce any rights under the
Construction Contract benefitting Landlord or Tenant, including but not limited
to construction warranties.  This Lease shall be effective and enforceable
between the parties hereto upon its execution and delivery, regardless of
whether such execution and delivery occurs on, prior to or after the
Commencement Date.

         3.      BASE RENT:

                 A.       Tenant covenants to pay to Landlord, without
deduction, offset or counterclaim (except as expressly provided





                                      -3-


<PAGE>   7

herein), as "Monthly Payment" for the Premises, payable in advance and without
notice or demand in monthly installments, commencing on the Commencement Date
and continuing on the first day of each and every calendar month thereafter
during the Lease Term, the Monthly Payment in the amounts set forth as follows:



<TABLE>
<CAPTION>
                                              MONTH OF                             MONTHLY   
                                             LEASE TERM                            PAYMENT   
                                              <S>                                   <C>
                                                1-7                                      $0.00

                                                 8                                  $17,588.64

                                                9-36                                $39,386.08

                                               37-48                                 90,025.33

                                               49-60                                 95,651.92

                                               61-72                                101,278.50

                                               73-84                                106,905.08

                                               85-96                                112,531.67

                                               97-108                               118,158.25

                                              109-120                               123,784.83
</TABLE>




         Rent for the Premises will accrue during the Lease Term (120 months)
at $75,458.93 per month ("Base Rent").  Interest based on an 8.70 percent
annual rate, compounded semi-annually, will be charged on Base Rent
attributable to a month that is paid later pursuant to the payment schedule
attached hereto as Schedule 1 ("Interest").  Except as otherwise provided in
this Lease, total Base Rent and Interest payments under this provision will not
exceed $10,100,426.00, comprised of $9,055,071.68 in Base Rent and
$1,045,354.32 in Interest.  Attached hereto as Schedule 1 is a payment schedule
listing the amount of Base Rent and Interest due and payable during each month
of the Lease Term, which together constitute the "Monthly Payment".  Each
installment of Monthly Payment will first be of accrued Interest on deferred
and unpaid Base Rent, second, on Base Rent for the month of the payment, and
third, the earliest deferred and unpaid Base Rent.

         If the Commencement Date falls on a day other than the first day of a
calendar month or if the Lease Term ends on a day other than the last day of a
calendar month, then the Monthly Payment for the fractional month shall be
appropriately prorated, based on the actual number of days in the partial
month, and the Base Rent and Interest Payment Schedule set forth in Schedule 1
shall be revised, if necessary.  The above-stated amounts of Monthly Payment
were calculated based upon the Premises containing 67,519 rentable square feet;
if the size of the Premises changes, the Monthly Payment, Base Rent and
Interest shall be adjusted accordingly, based upon the rentable area of the
Premises.  All payments of Interest and "Rent" (which term shall include Base
Rent, Additional Rent as described in Section 5 hereof and elsewhere and any
additional amounts or charges due of Tenant hereunder) shall be paid to
Landlord, without deduction, offset or counterclaim, in lawful money of the
United States of America at c/o Faison, 401 East Jackson Street, Suite 2300,
Tampa, Florida, 33602, or to such other person or at such other place as
Landlord may from time to time designate in writing.  Except as expressly
provided herein, Tenant's covenant to pay Rent and Interest under this Lease is
an independent covenant.

                 B.       Tenant agrees to pay to Landlord, with each payment
of Rent due hereunder, the Florida Sales (or other) Tax (if any) due on all
Rent (whether Base Rent, Additional Rent, reimbursement of expenses or
otherwise) payable hereunder on which such taxes are due or claimed by the
pertinent taxing authorities to be due.  Until such time that the Florida
Department of Revenue requires Landlord to remit sales tax on that portion of
the Rent that constitutes a reimbursement by Tenant of the costs incurred by





                                      -4-


<PAGE>   8

Landlord in connection with electricity service charges upon which Landlord has
paid sales tax, Landlord shall not collect from Tenant sales tax on such
portion of the Rent; Tenant shall indemnify, defend and hold Landlord harmless
from and against any claim, fine or penalty made or assessed by the Florida
Department of Revenue resulting from Landlord's failure to collect and remit
sales tax on such portion of Rent, and Landlord's reasonable costs and expenses
(including attorneys' fees) incurred in connection therewith.

                 C.       Tenant's payments of Additional Rent shall not be
deemed payments of Base Rent as that term is used or construed relative to
governmental wage and price controls or analogous governmental actions
affecting the amount of rental which Landlord may charge Tenant.  In no event
shall any such controls or actions result in reduction of the Base Rent,
Interest or Additional Rent.  Attached as Schedule 1 to this Lease is a
schedule listing each required payment of Base Rent and Interest pursuant to
this Paragraph 3 and setting forth the allocation of each such required
installment of Monthly Payment to Interest and Base Rent.  Landlord and Tenant
agree that Schedule 1 is applicable for determining the amount of Base Rent
upon which sales tax is required to be collected and for all federal, state,
and local income tax reporting purposes.  Until such time that the Florida
Department of Revenue requires Landlord to remit sales tax on that portion of
the Monthly Payment that constitutes Interest, Landlord shall not collect from
Tenant sales tax on the portion of the Monthly Payment that constitutes
Interest; but at such time that the Florida Department of Revenue requires
Landlord to remit sales tax on that portion of the Monthly Payment that
constitutes Interest, Tenant shall pay to Landlord, with each installment of
Monthly Payment, the Florida Sales (or other) Tax (if any) due on said portion
of Monthly Payment that constitutes Interest.  In addition, Tenant shall
indemnify, defend and hold Landlord harmless from and against any claim, fine
or penalty made or assessed by the Florida Department of Revenue resulting from
Landlord's failure to collect and remit sales tax on such portion of Monthly
Payment that constitutes Interest or resulting from any other tax due or
asserted by the Florida Department of Revenue to be due on or with respect to
this Lease which would not be due if rent hereunder was not allocated to each
year using the constant rental accrual method provided under Section 467 of the
Internal Revenue Code, and Landlord's reasonable costs and expenses (including
attorneys' fees) incurred in connection therewith.


         4.      ESCALATION OF BASE RENT:   [Intentionally omitted.]

         5.      REIMBURSEMENT FOR INCREASES IN OPERATING EXPENSES
                 AND TAXES:

                 A.       The Base Rent provided for herein is based, in part,
upon Landlord's estimate of "Operating Costs," as hereinafter defined, of
repairing, maintaining, owning and operating the Building and Property during
each calendar year of the Lease Term.

         The "Base Operating Costs" are stipulated to be the actual Operating
Costs incurred during calendar year 1995, adjusted as hereinafter set forth.
For purposes of determining the Base Operating Costs, the Operating Costs shall
be adjusted to the levels expected as if the Building was 95% occupied.

                 B.       The term "Operating Costs" shall mean all operating
expenses of the Property and the Building, which shall be computed on an
accrual basis and which shall include all expenses, costs, and disbursements of
every kind and nature, which Landlord (i) shall pay, (ii) become obligated to
pay, and/or (iii) would otherwise pay or be obligated to pay (except for
specific third party contractual agreements alleviating Landlord from any such
expense burdens in consideration of other non-cash consideration made by or on
behalf of Landlord) because of or in connection with the management or
operation of the Building or the Property, including, but not limited to, the
following:

                          (i)     Wages and salaries of all employees engaged
         in the operation and maintenance of the Property and the





                                      -5-


<PAGE>   9

         Building, including, but not limited to, taxes, insurance and benefits
         relating thereto;

                     (ii)         All supplies and materials used in the
         operation and maintenance of the Property and the Building;

                    (iii)         Cost of water, sewer, power, heating,
         lighting, air conditioning, ventilating, and other utilities furnished
         in connection with the operation of the Building and the Property;

                     (iv)         Cost of all service agreements and
         maintenance for the Property and the Building and the equipment
         therein, including, but not limited to, trash removal, security
         services, alarm services, window cleaning, janitorial service, HVAC
         maintenance, elevator maintenance, exterminating, and grounds
         maintenance;

                      (v)         Cost of all insurance relating to the
         Property and the Building including, but not limited to, the cost of
         casualty and liability insurance applicable to the Property and the
         Building and Landlord's personal property used in connection
         therewith;

                     (vi)         All taxes (ad valorem and otherwise),
         assessments, and governmental charges whether federal, state, county,
         or municipal and whether by taxing districts or authorities presently
         taxing the Property and the Building or by others, subsequently
         created or otherwise, and any other taxes (other than federal and
         state income taxes) and assessments attributable to the Property and
         the Building or its operation and any consultants' fees incurred with
         respect to issues or concerns involving the taxes on the Property and
         the Building;

                    (vii)         Cost of repairs and general maintenance of
         the interior and exterior of the Property and the Building, (but
         excluding all capital improvements, replacements, equipment or tools
         other than landscaping, the replacement of broken glass, and
         replacement of floor and wall coverings in common areas of the
         Building, the cost of any of which shall be amortized on a straight
         line basis over its reasonably estimated actual useful life);

                   (viii)         The management fee incurred by Landlord for
         general operation and management of the Property and the Building,
         provided, however, that in no event shall the management fee component
         of Tenant's Share of Operating Expenses exceed three and one quarter
         percent (3 1/4%) of Tenant's aggregate Monthly Payment for the
         pertinent year, except that for purposes of this Section 5.B.(viii),
         the aggregate Monthly Payment for each of the first three years of the
         Lease Term shall be calculated at the rate of $15.40 per rentable
         square foot per year.

                     (ix)         An amortization cost due to any capital
         expenditures incurred to reduce or limit operating expenses of the
         Property or the Building, or both; any such expenditures to be
         amortized over the reasonably estimated useful life of the capital
         item, but included in Operating Costs only to the extent of actual
         reductions or limitations of operating expenses achieved as a result
         of such capital expenditures on a cumulative basis in the pertinent
         calendar year or subsequent years;

                      (x)         Expenses incurred in connection with the
         operation of the Building or the Property which may be required by
         Landlord's insurance carrier or governmental authority;





                                      -6-


<PAGE>   10

                     (xi)         An amortization cost due to any capital
         expenditures incurred to provide electronic security for the Building
         or the Property;

                    (xii)         All fees and costs associated with
         administrative services, including, without limitation, legal,
         consulting and accounting services fees and costs;

Notwithstanding the foregoing, expressly excluded from the definition of the
term "Operating Costs" are:

                 (1)      Payments of principal, interest, or other finance
         charges made on any debt, or the amortization of funds borrowed by
         Landlord.

                 (2)      Ground rent or other rental payments made under any
         ground lease or underlying lease.

                 (3)      Costs of structural repairs to the Building including
         structural repairs to the roof, curtain wall, foundation, floor slabs
         (except for normal caulking and maintenance).

                 (4)      Costs of leasing commissions, legal, space planning,
         construction, and other expenses incurred in procuring tenants for the
         Building or with respect to individual tenants or occupants of the
         Building.

                 (5)      Costs of painting, redecorating, or other services or
         work performed for the benefit of another tenant or occupant (other
         than for Common Areas).

                 (6)      Salaries, wages, or other compensation paid to
         officers or executives of Landlord, unless such executive or officer
         is directly involved in the day-to-day operation or management of the
         Building, in which event an equitable portion of such salary, wages or
         other compensation shall be included in Operating Costs based on the
         percentage of such officer's or executive's total working hours
         dedicated to the operation and management of the Building.

                 (7)      Salaries, wages, or other compensation or benefits
         paid to offsite employees or other employees of Landlord who are not
         assigned full-time to the operation, management, maintenance, or
         repair of the Building; provided however, Operating Costs shall
         include Landlord's reasonable allocation of compensation paid or the
         wages, salary, or other compensation or benefits paid to the
         individual Building manager, if offsite, who is assigned part-time to
         the operation, management, maintenance, or repair of the Building.

                 (8)      Costs of advertising and public relations and
         promotional costs associated with the promotion or leasing of the
         Building and costs of signs in or on the Building identifying the
         owners of the Building or any tenant of the Building.

                 (9)      Utilities and other similar expenses incurred
         directly by or on behalf of retail tenants in the Building.

                 (10)     Operating or maintenance costs for any parking 
         garage servicing the Building.

                 (11)     Any costs, fines or penalties incurred due to the
         violation by Landlord of any governmental rule or authority.  The
         foregoing is not intended to exclude from Operating Costs incurred in
         complying with such rule or authority if otherwise includable in
         Operating Costs.

                 (12)     Any other expense for which Landlord actually
         receives reimbursement from insurance, condemnation awards, other
         tenants or any other source.





                                      -7-


<PAGE>   11


                 (13)     Costs of repairs, restoration, replacements or other
         work occasioned by (A) fire, windstorm or other casualty (whether such
         destruction be total or partial) and (B) the exercise by governmental
         authorities of the right of eminent domain (whether such taking be
         total or partial).  Notwithstanding the foregoing, deductible amounts
         permitted in the Lease shall be included in Operating Costs.

                 (14)     Costs incurred in connection with disputes with
         tenants, other occupants, or prospective tenants, or costs and
         expenses incurred in connection with negotiations or disputes with
         employees, consultants, management agents, leasing agents, purchasers
         or mortgagees of the Building.

                 (15)     Allowances, concessions, permits, licenses,
         inspections, and other costs and expenses incurred in completing,
         fixturing, furnishing, renovating or otherwise improving, decorating
         or redecorating space for tenants (including Tenant), prospective
         tenants or other occupants or prospective occupants of the Building,
         or vacant leasable space in the Building, or constructing or finishing
         demising walls and public corridors with respect to any such space.

                 (16)     Costs incurred in connection with the original
         construction of the Building or in connection with any change in the
         Building.

                 (17)     Costs of repairing, replacing or otherwise correcting
         defects (including latent defects) in or inadequacies of (but not the
         cost of ordinary and customary repair for normal wear and tear) the
         initial design or construction of the Building or the costs of
         repairing, replacing or correcting defects in the initial design or
         construction for any tenant improvements, but only to the extent that
         the cost of any incident of common repair, replacement or correction
         exceeds $5,000 in any consecutive twelve month period.  All repairs,
         replacements or corrections in any consecutive twelve month period
         intended to address the same, related or substantially similar defects
         or inadequacies shall be deemed to comprise a single incident of
         common repair, replacement or correction.  For example, reglazing
         multiple Building windows to correct leaks resulting from defects in
         window installation shall constitute a common repair, subject to the
         $5,000 annual minimum.

                 (18)     Costs relating to another tenant's or occupant's
         space which (A) were incurred in rendering any service or benefit to
         such tenant that Landlord was not required, or were for a service in
         excess of the service that the Landlord was required, to provide
         Tenant hereunder, or (B) were otherwise in excess of the Building
         standard services then being provided by Landlord to all tenants or
         other occupants in the Building, whether or not such other tenant or
         occupant is actually charged therefor by Landlord.

                 (19)     Costs incurred in connection with the sale,
         financing, refinancing, mortgaging, selling or change of ownership of
         the Building.

                 (20)     Costs, fines, interest, penalties, legal fees or
         costs of litigation incurred due to the late payments of taxes,
         utility bills and other costs incurred by Landlord's failure to make
         such payments when due.

                 (21)     Costs incurred by Landlord which are associated with
         the operation of the business of the legal entity which constitutes
         Landlord as the same is separate and apart from the cost of the
         operation of the Building, including legal entity formation and legal
         entity accounting (including the incremental accounting fees relating
         to the operation of the Building to the extent incurred separately in
         reporting operating results to the Building's owners or lenders).





                                      -8-


<PAGE>   12


                 (22)     Costs of a capital nature or which would be
         capitalized under generally accepted accounting principles, including,
         without limitation, capital improvements or replacements, capital
         equipment and capital tools, all as determined in accordance with
         generally accepted accounting principles, except as otherwise provided
         in the Lease.

                 (23)     General overhead and general administrative expenses.
         Accounting, record-keeping and clerical support of Landlord or the
         management agent, not specifically relating to the operation of the
         Building.

                 (24)     Any compensation paid to clerks, attendants or other
         persons in commercial concessions operated for profit by Landlord or
         in the parking garage of the Building.

                 (25)     Rentals and other related expenses incurred in
         leasing air conditioning systems, elevators or other equipment
         ordinarily considered to be of a capital nature, except equipment not
         affixed to the Building which is used in providing janitorial or
         similar services.

                 (26)     The rent or rental-related expenses (such as expense
         reimbursements similar to the additional rent Tenant pays for
         Operating Costs and Real Estate Taxes) for Landlord's on-site
         management or leasing office or other employee office space or for any
         space in the Building set aside for storage facilities, or other
         facilities provided for the benefit of tenants.

                 (27)     All amounts which would otherwise be included in
         Operating Costs which are paid to any affiliate or subsidiary of
         Landlord, or any representative, employee or agent of same to the
         extent the costs of such services exceed the competitive rates for
         similar services of comparable quality rendered by persons or entities
         of similar skill, competence and experience.

                 (28)     Fees for management of the Building in excess of the
         management fees provided for in this Lease.

                 (29)     Costs or expenses of utilities directly metered to
         tenants of the Building and payable separately by such tenants.

                 (30)     Increased insurance premiums caused by Landlord's or
         any other tenant's hazardous acts and insurance on leasehold
         improvements in the premises leased or to be leased to other tenants.

                 (31)     Moving expense costs of tenants of the Building.

                 (32)     Costs incurred to correct violations by Landlord of
         any law, rule, order or regulation which was in effect as of the date
         that the Building's Certificate of Occupancy was validly issued.

                 (33)     Costs arising from the presence of hazardous
         materials or substances in or about or below the land or the Building,
         including without limitation, hazardous substances in the groundwater
         or soil.

                 (34)     Costs incurred for any items to the extent covered by
         a manufacturer's, materialmen's, vendor or contractor's warranty (a
         "Warranty").

                 (35)     Non-cash items, such as deductions for depreciation
         and amortization of the Building and the Building equipment, interest
         on capital invested, bad debt losses, rent losses and reserved for
         such losses.





                                      -9-


<PAGE>   13

                 (36)     Electric power costs for which any tenant directly
         contracts with the local public service company.

                 (37)     Services provided and costs incurred in connection
         with the operation of retail or other ancillary operations owned,
         operated or subsidized by Landlord.

                 (38)     Consulting costs and expenses paid by Landlord unless
         they relate exclusively to the improved management or operation of the
         Building.

                 (39)     Vault rental or other vault charges, except for the
         rental of one lock box.

                 (40)     Costs, other than those incurred in ordinary
         maintenance (for such objects as may be located within the Common
         Area) for sculpture, paintings or other objects of art.

                 (41)     Costs of any Building services differing in kind from
         the services the Landlord has covenanted to provide under this Lease,
         without Tenant's prior written consent.

                 (42)     Costs of overtime HVAC service whether provided to
         the Tenant or any other tenant of the Building.

                 (43)     Expenses incurred in effecting compliance with
         requirements of Americans with Disabilities Act or any other law in
         existence as of the date hereof, except as provided in this Lease.

                 (44)     Legal fees (except for contesting tax assessments) or
         other professional or consulting fees (except such other legal,
         professional or consulting fees that are directly related to the
         maintenance, operation or management of the Building).

                 (45)     Repairs which are necessitated by the gross
         negligence of Landlord, its agents or employees.

                 (46)     Any other expense or cost which under generally
         accepted accounting principles ("GAAP"), would not be considered a
         normal maintenance or operating expense of an office building, except
         for the cost of landscaping, replacement of broken glass, and the
         replacement of floor and wall coverings in common areas of the
         Building, the cost of which shall be amortized on a straight line
         basis over its reasonably estimated actual useful life.

                 C.       The term "Tenant's Share" shall mean the proportion
that Tenant's Rentable Area bears to the Total Building Rentable Area in the
Building.  Notwithstanding anything to the contrary contained herein, in the
event the Building is not ninety- five percent (95%) occupied during any
calendar year (including 1995), appropriate adjustments shall be made to those
components of Operating Costs which vary with Building occupancy, to determine
Operating Costs as though the Building had been ninety-five percent (95%)
occupied in such calendar year, but in no event shall Tenant ever be required
to pay more than Tenant's Share of Operating Costs.  The percentage of Building
occupancy during any calendar year shall be determined by adding together the
total leased space on the last day of each month during any calendar year and
dividing by twelve (12).

                 D.       On or about January 1 of each calendar year after
1995 (or as soon thereafter as practical), Landlord shall provide Tenant with a
comparison of the Base Operating Costs and the projected Operating Costs
("Estimated Operating Costs") for such current calendar year.  Estimated
Operating Costs for any year shall not exceed one hundred and four percent
(104%) of the preceding year's actual Operating Costs, except that such
Estimated Operating Costs may exceed such cap where (i) there is a permitted
increase in level of services provided by Landlord, or (ii) an





                                      -10-


<PAGE>   14

anticipated increase in insurance or utilities rates is reasonably expected to
result in actual Operating Costs for the proceeding year in excess of such cap.
Tenant shall thereafter pay, as "Additional Rent", Tenant's Share of any
projected excess of Estimated Operating Costs for such year over the Base
Operating Costs.  Said amount shall be payable in advance on a monthly basis by
way of paying 1/12th of such projected excess during each month of such
respective calendar year.  Until Landlord has furnished Tenant such comparison,
Tenant shall continue to pay on the basis of the prior year's estimate until
the month after such comparison is given at which time Tenant shall adjust its
monthly installments of Estimated Operating Costs to compensate for any
deficiency in amounts of Estimated Operating Costs previously paid by Tenant
for that year.  Landlord shall, within a period of one hundred twenty (120)
days (or as soon thereafter as practical) after the close of calendar year 1995
provide to Tenant an audited statement of Base Operating Costs.  Landlord
shall, within a period of one hundred twenty (120) days (or as soon thereafter
as practical) after the close of each such respective calendar year following
1995 provide Tenant an unaudited statement of such year's actual Operating
Costs ("Actual Operating Costs") compared to the Base Operating Costs (such
Actual Operating Costs and Base Operating Costs both being adjusted to reflect
Operating Costs as though the Building had been ninety-five percent (95%)
occupied in the pertinent calendar year, as provided in Section 5.C. above).
If the Actual Operating Costs are greater than the Estimated Operating Costs,
Tenant shall pay to Landlord, within thirty (30) days of Tenant's receipt of
such statement, Tenant's Share of the difference thereof.  If such year's
Estimated Operating Costs are greater than the Actual Operating Costs, Landlord
shall pay to Tenant, simultaneously with the issuance of such statement,
Tenant's Share of the difference between the Estimated Operating Costs and the
Actual Operating Costs, and in the event of Landlord's failure to pay such
amount, Tenant's sole remedy shall be to set off such amount due to Tenant
against Monthly Payment or any other amount due from Tenant under this Lease.

                 E.       Notwithstanding any other provision hereof, for
purposes of calculating Tenant's Share of Operating Costs, the total of all
components of Operating Costs other than real estate taxes, insurance and
utilities ("Controllable Expenses") for any year (the "Subject Year") shall not
exceed the lesser of (i) one hundred seven percent (107%) of Controllable
Expenses for the preceding year, or (ii) the amount equal to Controllable
Expenses for calendar year 1995 increased by four percent (4%) per annum,
compounded annually, from 1995 through the Subject Year;  but such limitation
shall not apply to increases in Controllable Expenses to the extent such
increases occur because Landlord provides a higher level or quality of services
than was previously provided by Landlord.  Notwithstanding the foregoing,
Operating Costs shall not include the cost of providing a higher level or
quality of services than provided at comparable downtown office towers.
Landlord shall operate the Building with a level of services comparable to
other Class A office towers in downtown Tampa, and the Base Operating Costs
includes the cost of such level of services.

                 F.       Within one hundred twenty (120) days after its
receipt of the operating statement for any calendar year, Tenant shall notify
Landlord in writing of its intent to exercise its right hereunder to review
Landlord's records of Operating Costs for either or both of the preceding two
calendar years.  If Tenant so notifies Landlord of Tenant's intent to exercise
such right within said one hundred twenty (120) day period, Tenant shall have
the right within one hundred twenty (120) days after the date of such written
notice by Tenant to review during normal business hours Landlord's records of
Operating Costs for either or both of the preceding two calendar years, at
Tenant's sole cost and expense.  In connection with such review, Landlord shall
make Landlord's records of Operating Costs for the preceding two calendar years
available to Tenant, at Landlord's or its management company's office in the
Building, for Tenant (at Tenant's sole cost and expense) to copy.  Landlord
shall not be obligated to provide space





                                      -11-


<PAGE>   15

in Landlord's or its management company's office for Tenant to conduct such
review of Landlord's record of Operating Costs.  Tenant may engage a firm
experienced and reputable in performing lease audits to assist Tenant in this
review (excluding Trammel Crow Company, Cushman & Wakefield, CB Commercial, The
Hogan Group, and any other competitors of Landlord or Faison, unless such
exclusion would deprive Tenant of the assistance of all experienced and
reputable firms).  Tenant and such firm shall agree in writing to keep all
information disclosed by Landlord in connection with such an audit strictly
confidential (except as disclosed to employees, agents and contractors of
Tenant in connection with such audit, all of which employees, agents and
contractors shall have agreed in writing with Landlord to keep such information
strictly confidential).  Tenant covenants to keep strictly confidential, and to
cause Tenant's agents to keep strictly confidential, all information obtained
in any such review of Landlord's records.  Unless Tenant (i) timely exercises
its right to examine Landlord's calculations of Operating Costs, and (ii)
timely gives written notice to Landlord stating in detail reasonable objections
to such Operating Costs and the Additional Rent calculations (as hereinabove
provided), Tenant shall be deemed to have given approval of such calculations;
notwithstanding the foregoing, each year Tenant shall have the right, as
hereinabove provided, to review and object to either or both of the two
calendar years preceding such calendar year.  Failure to pay such Additional
Rent, whether or not under protest, within thirty (30) days after Tenant's
receipt of said operating statement shall constitute a default by Tenant
hereunder.  If Tenant does make objections to Landlord's calculations, Tenant
shall continue to pay the Additional Rent stated by Landlord as due until such
objections are resolved, but Tenant shall not have waived any of its rights to
protest such calculations of Landlord by making such payments of Additional
Rent.  Notwithstanding any other provision of this Lease, Landlord shall be
estopped from amending, and hereby waives the right to amend, any operating
statement not amended by Landlord within two (2) years after the date of
delivery to Tenant, nor shall Landlord have the right through any other
procedures or mechanism to collect any Operating Cost not included on the
pertinent operating statement after the second anniversary of the date of
delivery of said statement to Tenant, unless before said second anniversary
Landlord has revised said operating statement and made a written demand for
payment of said Operating Cost, or unless said Operating Cost is the subject of
an ongoing protest or dispute of which Landlord has notified Tenant.

                 G.       For any calendar year after 1995, if Operating Costs
for such year, adjusted to the levels expected as if the Building was 95%
occupied during said calendar year, is less than the level of Base Operating
Costs, as adjusted to the levels expected as if the Building was 95% occupied
during calendar year 1995, Monthly Payment for that calendar year as set forth
in Section 3 herein shall be reduced to reflect such decrease in Operating
Costs below the level of Base Operating Costs, as adjusted to the levels
expected as if the Building was 95% occupied, during calendar year 1995 (the
"Monthly Payment Reduction").  In such event, Landlord shall refund to Tenant
the Monthly Payment Reduction simultaneously with the delivery of the operating
statement pertaining to that calendar year.  The Monthly Payment Reduction for
any year shall not affect the calculation of any amount due from Tenant under
Sections 10, 47 or 48 of this Lease.

                 H.       Should this Lease commence at any time other than the
first day of a calendar year or terminate at any time other than the last day
of a calendar year the amount of Additional Rent due from Tenant shall be
proportionately adjusted based on that portion of the year that this Lease was
in effect.  Upon the expiration or other termination of the Lease other than on
the last day of the calendar month, an amount equal to the Monthly Payment paid
by Tenant for the calendar month in which the termination occurs, multiplied by
a fraction, the numerator of which is the number of days in the month after the
date of termination, and the denominator of which is the total number of days
in that month,





                                      -12-


<PAGE>   16

shall be refunded to Tenant within forty-five (45) days thereafter (or credited
against any amount then due from Tenant to Landlord).

                 I.       The provisions of this Section 5 shall not apply to
any "extra services" provided by Landlord to Tenant during the Lease Term such
as extra electrical consumption occasioned by Tenant's use of the Premises in a
manner not anticipated by Landlord.  The cost of such extra services shall be
paid for entirely by Tenant, and the basis on which payment shall be made will
be handled on a case by case basis.

         6.      USE:  Tenant shall use and occupy the Premises for office
purposes only, and for no other purpose, without the prior written consent of
Landlord.  Tenant's use of the Premises shall not violate any ordinance, law or
regulation of any governmental body or the "Rules and Regulations" of Landlord
as set forth in Exhibit "F" attached hereto and made a part hereof (as further
described in Section 28 herein), and any changes thereto.

         7.      TENANT'S CARE:

                 A.       Tenant will take good care of and maintain the
Premises and the fixtures and appurtenances therein (subject to normal wear and
tear), and will neither commit nor suffer any active or permissive waste or
injury thereof.  Tenant's responsibilities in conjunction therewith shall
include, but not be limited to, the shampooing of the carpeting located in the
Premises, as needed, as well as the regular painting and decorating of the
Premises so as to maintain the Premises in a first-class condition, normal wear
and tear excepted.  All such repair work, maintenance permitted by Landlord
shall be done at Tenant's expense by Landlord's employees or, with Landlord's
express written consent, by persons requested by Tenant and consented to in
writing by Landlord.  Tenant shall, at Tenant's expense, but under the
direction of Landlord and performed by Landlord's employees, or with Landlord's
express written consent, by persons requested by Tenant and consented to in
writing by Landlord, promptly repair any injury or damage to the Premises, the
Building or the Property caused by the misuse or neglect thereof by Tenant, or
by persons permitted or invited (whether by express or implied invitation) on
the Premises by Tenant, or by Tenant moving in or out of the Premises, except
as otherwise expressly provided in Sections 9, 15, and 16 of this Lease.

                 B.       Tenant will not, without Landlord's prior written
consent, make alterations, additions or improvements in or about the Premises,
except for the inclusion or placement of decorative items and moveable
furniture, and will not do anything to or on the Premises which will increase
the rate of fire insurance on the Building or on the Property.  All
alterations, additions or improvements of a permanent nature made or installed
by Tenant to the Premises shall become the property of Landlord at the
expiration or earlier termination of this Lease.  Notwithstanding the
foregoing, Landlord reserves the right to require Tenant to remove any
improvements or additions made to the Premises by Tenant (other than the
initial Tenant Improvements) and to repair and restore the Premises to their
condition prior to such alteration, addition or improvement, reasonable wear
and tear excepted, unless Landlord has agreed in writing that such item need
not be removed by Tenant at the expiration or earlier termination of this
Lease.  Landlord agrees to advise Tenant in writing simultaneously with
Landlord's response to Tenant's request for approval of a proposed alteration,
addition or improvement, whether or not Landlord will require any such
improvement, addition or alteration made to the Premises to be removed and the
Premises to be restored at the expiration or earlier termination of this Lease.
If so required by Landlord, Tenant further agrees to so remove such
improvements and additions and make such restoration and repair prior to the
expiration of the Lease Term.  Any alterations, additions or improvements made
by Tenant in or about the Premises shall: (i) equal or exceed the then-current
standard for the Building and utilize only new and first-grade materials; (ii)
be in conformity





                                      -13-


<PAGE>   17

with all applicable governmental and quasi-governmental laws, ordinances,
regulations and requirements, and be made after obtaining any required permits
and licenses; (iii) be made pursuant to plans and specifications consented to
in writing by Landlord;  (iv) be carried out only by a contractor consented to
in writing by Landlord, who, if required by Landlord, shall deliver to Landlord
before commencement of their work, proof of such insurance coverage as Landlord
may reasonably require, with Landlord named as an additional insured; and, (v)
in connection with any alterations, additions or improvements made by Tenant in
or about the Premises the cost of which exceeds $100,000.00 other than the
initial build-out of the Premises, be made only after Tenant has provided to
Landlord such indemnification and/or bonds, in such form and amount as may be
required by Landlord, in Landlord's reasonable discretion, on a case by case
basis, to protect against claims and liens for labor performed and materials
furnished.  Any such change, addition or improvement shall be done only at such
times and in such manner as Landlord may reasonably specify.  Tenant shall
promptly pay the entire cost of any change, addition or improvement to the
Premises, including reasonable fees for dumpster and elevator usage.  Tenant
shall indemnify, defend and hold harmless Landlord from and against all liens,
claims, liabilities and expenses, including attorneys' fees, which may arise
out of or be connected in any way with any such change, addition or
improvement.  Any increase in property taxes on or insurance cost for the
Building attributable to such change, addition or improvement shall be borne by
Tenant and shall be paid by Tenant to Landlord within thirty (30) days after
receipt by Tenant of Landlord's invoice(s) therefor.

                 C.       No later than the last day of the Lease Term, Tenant
will remove all Tenant's personal property and repair all injury done by or in
connection with installation or removal of said property and surrender the
Premises (together with all keys or other means of access to the Premises, the
Building or the Property) in as good a condition as they were at the beginning
of the Lease Term, reasonable wear and tear and damage from casualty excepted.
All property of Tenant remaining on the Premises after expiration of the Lease
Term shall be conclusively deemed abandoned and may be removed by Landlord, and
Tenant shall reimburse Landlord for the cost of removing the same, subject
however, to Landlord's right to require Tenant to remove any improvements or
additions made to the Premises by Tenant pursuant to the preceding Section 7.B.

                 D.       In doing any work related to the installation of
Tenant's furnishings, fixtures, or equipment in the Premises, Tenant will use
only contractors or workmen consented to by Landlord in writing.  Landlord may
condition its consent upon its receipt from such contractors or workmen of
acceptable (i) lien waivers, and (ii) evidence of liability and personal
property insurance coverage (or such other insurance as Landlord may reasonably
require) in such amounts and with such insurance carriers reasonably
satisfactory to Landlord.  Tenant shall within ten (10) days after notice
remove any lien for material or labor claimed against the Premises, the
Building or the Property by such contractors or workmen if such claim should
arise, and hereby agrees to indemnify and hold Landlord harmless from and
against any and all costs, expenses or liabilities reasonably incurred by
Landlord as a result of such liens.

                 E.       Tenant shall not place or maintain more than three
(3) vending machines (food or drink) and a coffee service on each floor within
the Premises, nor shall Tenant permit parties other than Tenant's employees,
customers and business guests to use said food or drink vending machines.  Any
food or drink vending machines located within the Premises shall, at Landlord's
option, be operated and stocked by Landlord or Landlord's designee, provided
that the prices and selection of the beverages and food items dispensed by said
machines, and the level of service provided in connection with said machines,
is reasonably comparable to that generally provided by operators of vending
machines in the downtown





                                      -14-


<PAGE>   18

Tampa market. If such operator of the vending machines in the Premises fails to
meet the above-described standards, and if Tenant provides to Landlord written
notice describing with specificity the failures of said operator to comply with
said standards, and if Landlord does not cause such failures to be remedied
within thirty (30) days after Landlord's receipt of said notice, Tenant may
terminate the right of said operator to operate the vending machines in the
Premises and Tenant may thereafter engage the operator of its choice; provided
that if said operator of the vending machines in the Premises is terminated as
hereinabove provided and Tenant thereafter seeks bids or proposals from other
potential vending machine operators for the operation of vending machines in
the Premises, Tenant shall include Landlord's new designee also to bid or
submit a proposal for the operation of vending machines in the Premises, which
bid or proposal shall be given the same consideration and opportunity to be
selected as other bids or proposals obtained by Tenant.

                 F.       Tenant agrees that all personal property brought into
the Premises by Tenant, its employees, agents, licensees and invitees shall be
at the sole risk of Tenant; and Landlord shall not be liable for theft thereof
or of money deposited therein or for any damages thereto, such theft or damage
being the sole responsibility of Tenant, except to the extent such theft or
damage results primarily from Landlord's gross negligence or willful
misconduct.

                 G.       Tenant shall not do or permit anything to be done by
its employees, agents, licensees or invitees (collectively, "Occupants") which
may (i) create a public or private nuisance or interfere with or disturb any
other tenant or occupant of the Building or Landlord in its operation of the
Building; (ii) overload the floors or otherwise damage the structure of the
Building; (iii) constitute an improper or immoral purpose; (iv) violate any
applicable law or ordinance; (v) constitute the operation of a court reporter
business, a restaurant or a retail use (other than the retail sale of
insurance); or (vi) lower the first-class character of the Building.  Tenant
shall, at its sole cost, keep the Premises free of objectionable noises and
odors.

                 H.       Tenant shall not (either with or without negligence)
cause or permit the escape, disposal or release of any biologically or
chemically active or other hazardous substances or materials in quantities or
concentrations violative of pertinent law.  Tenant shall not allow the storage
or use in the Building, the Premises or on the Property, of such substances or
materials in any manner not sanctioned by law or by the highest standards
prevailing in the industry for the storage and use of such substances or
materials, nor allow to be brought into the Building, the Premises or the
Property, any such materials or substances except to use in the ordinary course
of Tenant's business.  This provision shall not apply to, and this provision
expressly excludes, the prohibition of any materials used by Tenant in the
ordinary course of Tenant's business (which use would also be in the ordinary
course of business by most typical tenants of first class office space in
downtown Tampa, Florida) such as, by way of illustration but not limitation,
chemicals necessary for use in copying machines; provided, however, that any
such materials shall be handled with extreme care by Tenant, and
notwithstanding the consent to their introduction into the Premises, Tenant
shall be responsible and liable for, and shall indemnify Landlord from and
against, any loss, cost, damages or destruction of any nature whatsoever
incurred by Landlord, to the extent such is caused by the use, storage, release
or disposal by Tenant or any employee, agent, contractor or invitee of Tenant
of any such substance in the Building.  Without limitation, hazardous
substances and materials shall include those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 et seq., any applicable state or local laws and
the regulations adopted under these acts.  If any lender or governmental agency
shall ever require testing to





                                      -15-


<PAGE>   19

ascertain whether or not there has been any release of hazardous materials,
then the reasonable costs thereof shall be reimbursed by Tenant to Landlord
upon demand as additional charges to the extent that such requirement applies
specifically to an alleged condition or discharge in the Premises, or to an
alleged condition or discharge within the Building or on the Property caused by
Tenant or by Tenant's employees, agents, or contractors.  In addition, in the
event any in-house infirmary or other use or activity which generates any
medical or biologically contaminated materials is located in the Premises,
Tenant shall be responsible for and shall indemnify Landlord against any
additional costs arising therefrom, including but not limited to the removal
and proper disposal of medical and biologically contaminated materials.  Tenant
shall execute and deliver to Landlord affidavits, representations and the like
from time to time at Landlord's request concerning Tenant's best knowledge and
belief regarding the presence of hazardous substances or materials on the
Premises.  In all events, Tenant shall indemnify Landlord from any release of
hazardous materials on the Premises or elsewhere if caused by Tenant or persons
acting under Tenant.  The within covenants shall survive the expiration or
earlier termination of the Lease Term.

                 I.       Landlord warrants and represents to and covenants
with Tenant that the Building materially complies with Landlord's good faith
interpretation of all applicable governmental regulations in effect as of the
date of this Lease, including without limitation, the Americans with
Disabilities Act (together, "Laws"), and Landlord shall indemnify Tenant from
any claim, fine or cost resulting from any noncompliance of the Building with
any Laws in effect and applicable to the Building as of the date of this Lease.
Landlord further warrants that to the best of Landlord's knowledge, except for
some smoking which occurs in the Building from time to time and except as
described in the report by Law Engineering, Inc. (a copy of which is attached
hereto as Exhibit "L"), the Building and the Property as of the date of this
Lease are free from  environmentally hazardous materials.  Landlord shall
indemnify Tenant for any claim, fine or cost resulting from the presence or
alleged presence of environmentally hazardous materials in the Building or
Property during the Lease Term, unless such presence or alleged presence of
environmentally hazardous materials in the Building or Property is caused by
the use, storage, release or disposal by Tenant or any employee, agent,
contractor or invitee of Tenant of any such substance in the Building.  Tenant
shall be responsible for the portions of the Premises designed by Tenant's
architect and constructed in substantial compliance with that design being in
compliance with Laws, but except as otherwise hereinbelow provided, Tenant
shall not be responsible for any common areas, bathrooms, elevators, lobbies,
or any existing improvements in the Building or located within the Premises.
Landlord shall be responsible for any portion of the initial improvements to
the Premises not constructed substantially in accordance with Tenant's
architect's design being in compliance with Laws, to the extent the
noncompliance with Laws is caused by said portion of the initial improvements
to the Premises not having been constructed substantially in accordance with
Tenant's architect's design.  Except as otherwise provided in this Section
7.I., Landlord shall be responsible for the existing bathrooms in the Building
(including bathrooms existing in the Premises as of the date of this Lease)
being in compliance with Laws.  Notwithstanding the foregoing, if any
alterations of the Premises by Tenant or any use of the Premises for uses other
than the uses permitted under this Lease result in the imposition of new
requirements for the Building, including but not limited to requirements to
modify any existing bathrooms in the Building, Tenant shall be responsible for
the cost of retrofitting or improving any part of the Building to meet those
new requirements.

         8.      SERVICES:

                 A.       Throughout the Lease  Term, Landlord shall furnish
the following services at a level of quality consistent with a





                                      -16-


<PAGE>   20

maintaining the Building as a Class A office building in downtown Tampa,
Florida:

                      (i)         Elevator service for passenger and delivery
         needs.

                     (ii)         Subject to government regulations, heating,
         ventilation and air-conditioning as required to maintain temperature
         levels of between 72 degrees F and 75 degrees F, humidity levels 
         between 40 and 57 percent, and fresh air levels of 15 CFM of fresh 
         air per person, based on one person per 200 square feet of rentable 
         space; throughout the Term of this Lease, Landlord shall ensure that 
         the Building complies with all applicable indoor air quality laws, 
         regulations and ordinances;

                    (iii)         Hot and cold running water for all restrooms
         and lavatories;

                     (iv)         Public restrooms, including the furnishing of
         soap, paper towels, and toilet paper;

                      (v)         Janitorial service substantially consistent
         with the Janitorial Specifications set forth in Exhibit "I" attached
         hereto.

                     (vi)         Electric power per attached Exhibit "G";

                    (vii)         Electric lighting, suitable for normal office
         work at desk height except in corridors, common areas, parking
         facilities or storage areas, and including the replacement of the
         Building standard lamps and ballasts as needed;

                   (viii)         Repairs and maintenance of the exterior
         walls, windows, doors, and roof of the Building, public corridors,
         stairs, elevators, storage rooms, restrooms, the heating, ventilating
         and air conditioning systems, electrical and plumbing systems of the
         Building, and the walks, paving and landscaping on the Property
         surrounding the Building;

                     (ix)         Grounds care, including the sweeping of walks
         and parking areas and the maintenance of landscaping;

                      (x)         Fire and extended coverage insurance to
         protect Landlord's interest in the Building;

                     (xi)         General management, including supervision,
         inspections and management functions; and

                     (xii)        Manned security in the Building on a 24 hour
         per day basis, together with a card key access system and security
         cameras, or such other security systems or equipment as Landlord in
         its reasonable judgement may from time to time select, all of a type
         and quality comparable with security systems and equipment provided in
         other Class A office towers in downtown Tampa.  It is the current
         policy of Landlord to lock all exterior doors into the Building and
         the Garage at 7:00 p.m. each day, and on weekends and the legal
         holidays of New Years Day, Memorial Day, Independence Day, Labor Day,
         Thanksgiving Day, Christmas Day, but Landlord reserves the right to
         modify such policy from time to time at Landlord's discretion.

                 B.       The services provided for in Section 8.A. herein are
predicated on and are in anticipation of certain usage of the Premises by
Tenant as follows:

                        (i)       Services shall be provided for the Building
         during the "Standard Building Hours", as hereinafter defined.  Tenant
         shall have access twenty-four (24) hours per day, seven (7) days per
         week, fifty-two (52) weeks a year to the Premises and the Building.
         Landlord shall provide to Tenant, Tenant's employees and invitees
         security restricted access to the





                                      -17-


<PAGE>   21

         Premises, by security guard sign-in, security card or other
         appropriate method at all times outside of Standard Building Hours.
         The Services described in Section 8.A. (i), (ii), (iii), (iv), (vi),
         (vii) and (x) of this Lease shall be provided twenty-four (24) hours
         per day, seven (7) days per week, fifty-two (52) weeks a year, every
         day during the Lease Term, except that Landlord shall provide heating
         and air conditioning for the Premises outside of Standard Building
         Hours, only at the request of Tenant, and Landlord may charge Tenant,
         and Tenant shall pay as Additional Rent, the "HVAC Charge", as
         hereinafter defined, for heating and air conditioning outside of
         Standard Building Hours.  "Standard Building Hours" shall mean Monday
         through Friday, 7:00 a.m. to 7:00 p.m., and Saturday 8:00 a.m. to 1:00
         p.m., excluding the legal holidays of New Years Day, Memorial Day,
         Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and
         other holidays on which a majority of Tenant's employees whose
         principal place of employment is the Premises do not work in the
         Premises.  The "HVAC Charge" shall be $35.00 per hour per floor during
         calendar year 1995; after December 31, 1995, Landlord may increase the
         HVAC Charge from time to time, but Landlord shall not increase the
         HVAC Charge at a rate greater than the rate of increase in Landlord's
         cost of electricity.

                     (ii)         The portion of the Premises to be used as a
         computer room shall be separately metered (at Tenant's expense), and
         Tenant shall pay to Landlord, as Additional Rent, on a monthly basis,
         the cost of all electricity consumed in said computer room (including
         but not limited to electricity consumed by any HVAC system, other than
         the Building's HVAC system, serving said computer room and the cost of
         chilled water used in said HVAC system serving said computer room).
         All computers and computer-related equipment other than conventional
         desktop personal computers and the printers exclusively serving those
         desktop computers, shall be located in the computer room; and in the
         event any such computers or equipment are located in the Premises but
         outside of the computer room, Landlord may, at Landlord's option,
         separately meter such other portions of the Premises in which such
         computers and other equipment are located, and Tenant shall, promptly
         upon demand, reimburse Landlord for the cost of such additional
         metering, and Tenant  shall pay to Landlord, as Additional Rent, on a
         monthly basis, the cost of all electricity consumed in said additional
         areas of the Premises containing such computers and equipment.

                    (iii)         Landlord warrants to Tenant that the Building
         Standard Electrical Specifications are as set forth in Exhibit "G".
         Should Tenant's total rated electrical design load per square foot in
         the Premises exceed the Building standard rated electrical design load
         (as set forth on Exhibit "G") on a per square foot basis, as
         determined by Landlord from time to time, for either low or high
         voltage electrical consumption, or if Tenant's electrical design
         requires low voltage or high voltage circuits in excess of Tenant's
         share of the Building standard circuits (as set forth on Exhibit "G"),
         as such share is determined by Landlord in Landlord's reasonable
         judgment, Landlord shall (at Tenant's expense) install within the
         Building additional high voltage panel(s) and/or additional low
         voltage panel(s) with associated transformer (the "Additional
         Electrical Equipment") as necessary to accommodate Tenant's
         requirements.  Landlord warrants that the Building's capacity to
         provide over standard electrical service is sufficient to meet
         Tenant's demand as evidenced by Tenant's space plan and program
         previously furnished by Tenant to Landlord.  Except as otherwise
         provided in Section 8.B.(ii) above, Tenant shall not be obligated to
         Landlord for any expense for such electrical consumption in the
         Premises or for subsequent changes in equipment which do not increase
         electricity consumption in the portions of the Premises which are not
         separately metered and billed to Tenant as Additional Rent.





                                      -18-


<PAGE>   22


                 C.       Except as provided in Section 8.D. hereof, Landlord
shall not be liable for any damages directly or indirectly, and Tenant shall
have no right of set-off or reduction in Rent or Interest, resulting from the
installation, use, malfunction, or interruption of use of any equipment in
connection with the furnishing of services referred to herein, including, but
not limited to, any interruption in services by any cause whether within or
beyond the immediate control of Landlord; but Landlord shall exercise due care
in furnishing adequate and uninterrupted services.  Without limitation of the
foregoing, under no circumstances shall Landlord incur liability for damages
caused directly or indirectly by any malfunction of a computer system or
systems within the Building resulting from or arising out of the failure or
malfunction of any electrical, air conditioning or other system serving the
Building or the Property, and Tenant hereby expressly waives the right to make
any such claim against Landlord, unless such failure or malfunction of any
electrical, air conditioning or other system serving the Building or the
Property is due to the gross negligence or willful misconduct of Landlord.
Tenant shall promptly notify Landlord in the event any service which Landlord
is obligated hereunder to provide is not provided.

                 D.       If "Essential Building Services", as hereinafter
defined, are interrupted for more than three (3) consecutive business days,
Monthly Payment shall equitably abate from the first day of such interruption
until restoration of services, based on the effect of such interruption on the
use and enjoyment of the Premises by Tenant and its customers.  If such
Essential Building Services are interrupted and not restored for any reason
(including force majeure), other than a casualty, for ninety (90) consecutive
days, Tenant will have the right by written notice to Landlord before such
Essential Building Services have been substantially restored, to terminate the
Lease.  "Essential Building Services" shall mean any service provided by
Landlord, the absence or diminution of which materially and adversely affects
Tenant's and its customer's use and enjoyment of the Premises for their
intended purposes.

         9.      DESTRUCTION OR DAMAGE TO PREMISES:

                 A.       If the Premises or the Building are totally destroyed
(or so substantially damaged as to be untenantable in the reasonable
determination of Landlord) or if the Building (whether or not the Premises are
damaged) are damaged to the extent of thirty-five percent (35%) or more of the
then-replacement cost thereof, by storm, fire, earthquake, or other casualty,
Landlord shall have the option to:

                          (i)     terminate all similarly affected Building
         leases including this Lease as of the date of the occurrence of the
         storm, fire, earthquake or other casualty by giving written notice to
         Tenant within thirty (30) days of the date of damage or destruction;
         or

                         (ii)     if in the reasonable determination of
         Landlord the Premises or the Building can be restored within one
         hundred eighty (180) days of such casualty, commence and diligently
         pursue the restoration of the Premises to a tenantable condition
         within sixty (60) days from the date of such casualty, and proceed
         with due diligence to complete said restoration of the Premises.  In
         the event Landlord chooses to restore the Premises, Rent shall
         equitably abate, based on the effect of such casualty on the Premises,
         Building and parking, from the date of such casualty until the date of
         substantial restoration thereof.

         If Landlord fails to complete such restoration within one hundred
eighty (180) days after the date of such casualty, this Lease may be terminated
as of the one hundred eightieth (180th) day after the date of such casualty,
upon written notice from Tenant to Landlord in the event the Premises are then
still not usable for Tenant's intended purpose by reason of the damage, with
such notice





                                      -19-


<PAGE>   23

to be given not more than ten (10) days following the expiration of said one
hundred eighty (180) day period.  If, in the process of conducting such
restoration, Landlord discovers conditions which, in Landlord's reasonable
estimation, will prevent Landlord from completing said restoration within said
one hundred eighty (180) day period, Landlord shall promptly notify Tenant of
Landlord's revised estimation of the period of time required to complete said
restoration, and, within ten (10) days after Tenant's receipt of said notice,
this Lease may be terminated by written notice from Tenant to Landlord or from
Landlord to Tenant.  Notwithstanding the foregoing, if (i) Landlord notifies
Tenant in writing that, in the reasonable judgment of Landlord, Landlord will
be unable to complete such restoration within one hundred eighty (180) days
after the date of the casualty, and if within ten (10) days after Tenant's
receipt of said written notice, Landlord and Tenant, both operating in good
faith, do not agree upon a longer period of time within which Landlord will be
obligated to complete such restoration, or (ii) Landlord reasonably anticipates
that insurance proceeds will not be available to Landlord which together with
deductible amounts are sufficient to pay for or reimburse Landlord for the cost
of such restoration, and if Landlord so notifies Tenant, then Landlord shall
not be obligated to make such restoration, and either Landlord or Tenant may,
by written notice to the other within thirty (30) days thereafter, terminate
this Lease.  In addition, if, in the process of conducting such restoration,
Landlord discovers conditions of which Landlord was not before then fully
aware, which conditions, in Landlord's reasonable estimation, will increase the
cost of such restoration to more than one hundred twenty percent (120%) of the
amount Landlord had previously estimated, and if insurance proceeds are not
available to cover such increased cost of restoration, Landlord may, by written
notice to Tenant, terminate this Lease together with all other similarly
affected leases, in which event Landlord shall be liable to Tenant for any
additional damages incurred by Tenant because of Landlord's delayed termination
of this Lease.  In the event no notice terminating this Lease is given in
accordance with the provisions of this Section 9.A., then this Lease shall
remain in force and effect and unabated Monthly Payment and Additional Rent
shall commence fifteen (15) days after delivery of the Premises to Tenant in a
condition usable for Tenant's intended purpose.  In the event such damage or
destruction occurs within twelve (12) months of the expiration of the Lease
Term, Tenant may, at its option on written notice to Landlord within thirty
(30) days of such destruction or damage, terminate this Lease as of the date of
such destruction or damage.  Landlord shall have the right to terminate the
Lease if (a) the Premises are substantially damaged or destroyed by risk not
covered by insurance and Landlord elects to terminate all similarly affected
Building leases; (b) the Premises are damaged in whole or in part during the
last twelve (12) months of the Lease Term; or (c) any mortgagee with an
interest in or lien upon all or any portion of the Property elects to apply the
insurance proceeds to the outstanding balance of the obligations secured by
such mortgage and Landlord decides, in Landlord's sole discretion, that
Landlord will not rebuild or restore the Building and Landlord terminates all
other leases in the Building.  In the event Landlord terminates the Lease
pursuant to (c) above, and if Landlord rebuilds the Building and the Premises
and leases the Premises to any party other than Tenant, Landlord shall pay to
Tenant the difference between the amount of rent Landlord receives from
Landlord's new Tenant in the Premises during the remainder of the Lease Term
and the amount of Rent and Interest Tenant would have been obligated to pay to
Landlord for the same period of time if Landlord had rebuilt the Premises for
Tenant and this Lease had not been terminated.

                 B.       If the Premises or Building are damaged by any of the
events set forth in Section 9A above, without rendering the Premises wholly
untenantable, Monthly Payment and Additional Rent shall equitably abate based
on the diminution of Tenant's use and enjoyment of the Building, Premises and
parking facilities.  Landlord shall substantially complete the Premises as
speedily as practicable, and full Monthly Payment and Additional Rent shall





                                      -20-


<PAGE>   24

commence fifteen (15) days after delivery of possession of the substantially
complete Premises to Tenant.

                 C.       In no event shall Monthly Payment or any other amount
due from Tenant under this Lease abate if the damage or destruction of the
Premises, whether total or partial, is the result of the willful misconduct of
Tenant, its agents, employees, guests or invitees.

                 D.       Except for abatement of rent, if any, Tenant shall
have no claim against Landlord for any loss suffered by reason of any such
damage, destruction or restoration, nor shall Tenant have the right to
terminate this Lease as the result of any statutory provision now or hereafter
in effect pertaining to the damage and destruction of the Premises or the
Building, except as expressly provided herein.  The proceeds of all insurance
carried by Tenant on its leasehold improvements and fixtures shall be held in
trust by Tenant for the purpose of the repair and replacement thereof.
Landlord shall repair and restore all Tenant Improvements, but Landlord shall
not be required to repair any damage or to make any restoration or replacement
of any leasehold improvements (other than Tenant Improvements), personal
property or fixtures installed in the Premises by Tenant or at the direct or
indirect expense of Tenant.  Unless this Lease is terminated by Landlord
pursuant to this Section 9, Tenant shall be required to restore or replace such
leasehold improvements and fixtures (other than Tenant Improvements) in the
event of damage or destruction in at least a condition equal to or better than
that existing prior to such event.

         10.     DEFAULT AND REMEDIES:

                 A.       The occurrence of any of the following shall
constitute an event of default hereunder by Tenant:

                          (i)     The Rent or any other sum of money due of
         Tenant hereunder is not paid within five (5) days after the date on
         which Landlord notifies Tenant that said Rent or other sum is past
         due; provided, however, if more than two (2) payments due of Tenant
         hereunder in any one (1) calendar year are not made until after notice
         of such late payment is received by Tenant, then it shall be an event
         of default hereunder by Tenant if any subsequent payments due of
         Tenant hereunder are not made within five (5) days of the date when
         due;
                         (ii)     The Premises are totally deserted, even
         though Tenant continues to pay the stipulated Rent and Interest, and
         Tenant does not cure such default within ten (10) days after notice
         from Landlord to Tenant;

                        (iii)     Any petition is filed against Tenant or any
         guarantor of this Lease under any section or chapter of the National
         or Federal Bankruptcy Code or any other applicable federal or state
         bankruptcy, insolvency or other similar law, and such petition is not
         dismissed within ninety (90) days after the date of such filing;

                         (iv)     Any petition is filed by Tenant or any
         guarantor of this Lease under any section or chapter of the National
         or Federal Bankruptcy Code or any other applicable federal or state
         bankruptcy, insolvency or other similar law.

                          (v)     Tenant shall become insolvent or transfer
         property to defraud creditors;

                         (vi)     Tenant fails to remove any lien filed against
         the Premises, the Building or the Property by reason of Tenant's
         actions within ten (10) days after Tenant receives notice of any such
         filing;





                                      -21-


<PAGE>   25

                        (vii)     Tenant shall make an assignment of a
         substantial portion of Tenant's assets for the benefit of creditors;

                       (viii)     A receiver is appointed for a substantial 
         part of Tenant's assets;

                         (ix)     Tenant fails to observe, perform and keep
         each and every of the covenants, agreements, provisions, stipulations
         and conditions herein contained to be observed, performed and kept by
         Tenant (other than the failure to pay when due any Rent or any other
         sum of money becoming due Landlord hereunder, which under all
         circumstances is governed by and subject to Section 10A(i) herein) and
         persists in such failure after ten (10) days notice by Landlord
         requiring that Tenant remedy, correct, desist or comply (or if any
         such failure would reasonably require more than ten (10) days to
         rectify, unless Tenant commences rectification within the ten (10) day
         notice period and thereafter promptly, effectively and continuously
         proceeds with the rectification of the failure to perform, and, in all
         such events, cures such failure to perform no later than fifty (50)
         days after such notice); or

                          (x)     Any guarantor of this Lease attempts to
         rescind or terminate its guaranty.

                 B.       Upon the occurrence of an event of default, provided
Tenant does not cure said default within the period of time allowed for cure as
set forth above, if any, Landlord shall have the option to do and perform any
one or more of the following in addition to, and not in limitation of, any
other remedy or right permitted it by law or by this Lease:

                          (i)     Terminate this Lease by written notice to
         Tenant or by any lawful means, in which event Tenant shall immediately
         surrender the Premises to Landlord, and Tenant shall immediately pay
         to Landlord, and Landlord shall be entitled to immediately collect
         from Tenant (regardless of whether or not Landlord evicts Tenant from
         the Premises or otherwise recovers possession of the Premises from
         Tenant), any arrearages in Rent or any other amounts (including
         Interest) due from Tenant under this Lease which relate to a period of
         time before such termination of this Lease (including any Unpaid
         Balance identified in Schedule 1 attached to this Lease).  If Tenant
         shall fail to so surrender the Premises, Landlord may, without further
         notice and without prejudice to any other remedy Landlord may have,
         enter upon the Premises and expel or remove Tenant and Tenant's
         effects, in accordance with applicable law, without being liable to
         prosecution or any claim for trespass or damages therefor; and/or

                         (ii)     In the event of a monetary default, declare
         the entire amount of Rent (including Additional Rent, calculated on
         the then-current rate being paid by Tenant), and other sums which
         would become due and payable during the remainder of the Lease Term
         ((including Interest) to be due and payable immediately, in which
         event, Tenant agrees to pay the same at once together with all Rent
         and Interest theretofore due, at Landlord's address as provided herein
         (all of such sums being adjusted to present value using a discount
         rate of eight percent (8%) per annum; provided, however, that such
         payment shall not constitute a penalty or forfeiture, but shall
         constitute liquidated damages for Tenant's failure to comply with the
         terms and provisions of this Lease (Landlord and Tenant agreeing that
         Landlord's actual damages in such an event are impossible to ascertain
         and that the amount set forth above is a reasonable estimate thereof).
         Upon making such payment, Tenant shall receive from Landlord all rents
         received by Landlord from other tenants on account of the Premises
         during the Lease Term; provided however, that the





                                      -22-


<PAGE>   26

         monies to which Tenant shall so become entitled shall in no event
         exceed the entire amount actually paid by Tenant to Landlord pursuant
         to the preceding sentence, less all of Landlord's costs and expenses
         (including, without limitation, advertising expenses and professional
         fees) incurred in connection with the termination of this Lease,
         eviction of Tenant and reletting of the Premises.  The acceptance of
         such payment by Landlord shall not constitute a waiver by Landlord of
         any failure of Tenant thereafter occurring to comply with any term,
         provision, condition or covenant of this Lease, including but not
         limited to the continuing obligation of Tenant to pay Additional Rent
         pursuant to Section 5 of this Lease to the extent such Additional Rent
         is not otherwise collected by Landlord; and/or

                        (iii)     Enter the Premises as the agent of Tenant, in
         accordance with applicable law, without being liable to prosecution of
         any claim for trespass or damages therefor, and, in connection
         therewith, rekey the Premises, remove Tenant's effects therefrom and
         store the same at Tenant's expense, without being liable for any
         damages thereto, without terminating the Lease, and relet the Premises
         as the agent of Tenant without advertisement and by private
         negotiations and for any term Landlord deems proper, and receive the
         rent therefor.  Tenant shall pay Landlord any deficiency that may
         arise by reason of such reletting on demand, but Tenant shall not be
         entitled to any surplus so arising.  Tenant shall reimburse Landlord
         for all costs and expenses (including, but not limited to, advertising
         expenses and professional fees) incurred in connection with or in any
         way related to the eviction of Tenant and reletting the Premises
         Landlord, in addition to but not in lieu of or in limitation of any
         other right or remedy provided to Landlord under the terms of this
         Lease or otherwise (but only to the extent such sum is not reimbursed
         to Landlord in conjunction with any other payment made by Tenant to
         Landlord), shall have the right to be immediately repaid by Tenant the
         unamortized amount of all sums expended by Landlord and not repaid by
         Tenant in connection with preparing or improving the Premises to
         Tenant's specifications and any and all costs and expenses incurred in
         renovating or altering the Premises to make it suitable for reletting,
         including but not limited to the costs of all space planning,
         architectural and engineering costs, and all brokerage fees or
         commissions incurred in connection with such reletting;
         notwithstanding the foregoing, the foregoing provisions of this
         sentence shall not apply if Tenant pays to Landlord all costs and
         expenses incurred by Landlord in renovating or altering the Premises
         to make it suitable for reletting, including but not limited to the
         costs of all space planning, architectural and engineering costs, and
         all brokerage fees or commissions incurred in connection with such
         reletting; and/or

                         (iv)     As agent of Tenant, do whatever Tenant is
         obligated to do by the provisions of this Lease, including, without
         limitation, entering the Premises, in accordance with applicable law,
         without being liable to prosecution or any claims for trespass or
         damages therefor, in order to accomplish this purpose.  Tenant agrees
         to reimburse Landlord immediately upon demand for any reasonable
         expenses which Landlord may incur in thus effecting compliance with
         this Lease on behalf of Tenant, plus interest at the rate of eighteen
         percent (18%) per annum on such amounts from the date of such written
         demand until recovered by Landlord, and Tenant further agrees that
         Landlord shall not be liable for any damages resulting to Tenant from
         such action, unless caused by the gross negligence or willful
         misconduct of Landlord.

                          (v)     In pursuing its remedies for Tenant's
         default, Landlord shall use reasonable good faith efforts to relet the
         Premises and otherwise to mitigate its damages on account of Tenant's
         default hereunder.





                                      -23-


<PAGE>   27


                 C.       Pursuit by Landlord of any of the foregoing remedies
shall not preclude Landlord from the pursuits of general or special damages
incurred, or of any of the other remedies provided herein, at law or in equity,
including but not limited to the right of Landlord to be reimbursed by Tenant
for the expense of repairing any damage to the Premises or the Building caused
by Tenant or Tenant's agents, employees, contractors or invitees in the process
of vacating the Premises and removing Tenant's property therefrom,  plus
interest at the rate of eighteen percent (18%) per annum on such amounts from
the date of written demand for such reimbursement until such reimbursement is
recovered by Landlord.

                 D.       No act or thing done by Landlord or Landlord's
employees or agents during the Lease Term shall be deemed an acceptance of a
surrender of the Premises, and no agreement to accept a surrender of the
Premises shall be valid unless the same be made in writing and executed by
Landlord.  Any waiver of or redress for any violation of any covenant or
condition contained in this Lease or any of the Rules and Regulations now or
hereafter adopted by Landlord shall not prevent a subsequent act, which would
have originally constituted a violation, from having all the force and effect
of an original violation.  The receipt and acceptance by Landlord of Monthly
Payment or Additional Rent with knowledge of the violation by Tenant of any
covenant in this Lease shall not be deemed a waiver or acceptance by Landlord
of such violation by Tenant.  In the event of any default by Tenant under the
terms and provisions of this Lease, Landlord, in addition to but not in lieu of
or in limitation of any other right or remedy provided to Landlord under the
terms of this Lease or otherwise, shall have the right to be immediately repaid
by Tenant the amount of all unamortized sums expended by Landlord and not
repaid by Tenant in connection with preparing or improving the Premises to
Tenant's specifications and any and all costs and expenses incurred in
renovating or altering space to make it suitable for reletting, including but
not limited to the costs of all space planning, architectural and engineering
costs, and all brokerage fees or commissions incurred in connection with such
reletting; notwithstanding the foregoing, the foregoing provisions of this
sentence shall not apply if Tenant pays to Landlord all costs and expenses
incurred by Landlord in renovating or altering the Premises to make it suitable
for reletting, including but not limited to the costs of all space planning,
architectural and engineering costs, and all brokerage fees or commissions
incurred in connection with such reletting.

                 E.       No claim or cause of action against Landlord under
this Lease shall be valid unless Landlord and the holder of any mortgage or
deed of trust covering or encumbering all or any portion of the Property (a
"Mortgagee") whose name and address have theretofore been given by notice to
Tenant fail to perform the express obligation required of Landlord hereunder
within forty-five (45) days after the later to occur of (i) notice by Tenant
to Landlord, specifying the respects in which Landlord has failed to perform
such express obligation or, (ii) the earlier of the date the Mortgagee first
has the right to cure or commence to cure such obligation of Landlord or the
date of written notice from Tenant to Mortgagee specifying the respects in
which Landlord has failed to perform such express obligation (such later date
being herein referred to as the "Cure Commencement Date"); provided, however,
that if the nature of Landlord's obligation is such that more than forty-five
(45) days after any Cure Commencement Date are reasonably required for
performance or cure, there shall be no claim against Landlord or any such
Mortgagee, nor shall Tenant have any right to perform Landlord's obligation
under Sections 10.F. or 10.G. hereof, if Landlord or such Mortgagee commences
performance within such forty-five (45) day period and thereafter diligently
prosecutes the same to completion.  Except as expressly provided in this Lease,
Tenant shall not have the right to terminate this Lease or to abate or withhold
the payment of Rent, Interest or other charges provided for herein as a result
of any claim by Tenant against Landlord.





                                      -24-


<PAGE>   28

                 F.       So long as the Landlord is Southeast Financial Center
Associates, Teachers Insurance and Annuity Association ("TIAA"), or a related
entity, if Landlord and Mortgagee have failed to perform any express obligation
required of Landlord hereunder within the grace and cure periods provided in
Section 10.E. hereof, and if Tenant has given written notice to Landlord and
Mortgagee of Landlord's failure to perform such express obligation required of
Landlord under the Lease, Tenant shall have the right, to perform said express
obligation of Landlord, provided such performance by Tenant shall not: (i)
adversely affect the premises of other tenants, or the exterior, structural
elements or mechanical systems of the Building, or (ii) improve upon the level
or quality of services required to be provided by Landlord.  Following such
performance by Tenant, Landlord shall be obligated to reimburse Tenant for
Tenant's reasonable out-of-pocket expenses in performing said obligation of
Landlord upon receipt from Tenant of demand for such reimbursement and
reasonable documentation of the amount of said actual out-of-pocket expenses
incurred by Tenant in performing said obligation of Landlord; if Landlord does
not reimburse Tenant for said reasonable out-of-pocket expenses within
forty-five (45) days after receipt of Tenant's demand therefor and reasonable
documentation of the amount thereof, Tenant may, as Tenant's sole remedy for
Landlord's failure to reimburse such expenses, seek a judgment from a court of
competent jurisdiction that such expenses are due to Tenant.  Upon receipt of
such a judgment, Tenant may set off against the next accruing payments of
Monthly Payment, such expenses, together with reasonable attorneys' fees,
awarded in said judgement, with interest on the amount awarded at the statutory
rate from the date of judgement.  In addition to any other right or remedy
available to Tenant under the Lease or at common law, in the event Landlord
fails to:

                 (i) fund any disbursement of the Tenant Improvement Allowance
         due as a construction draw within forty-five (45) days after receipt
         of proper invoice and supporting documentation, Tenant may pay such
         invoice, and at Tenant's election, thereafter pay all such invoices as
         they are submitted, or

                 (ii) fund any disbursement of the Relocation Allowance when
         due,

then Rent shall abate until all such amounts, including damages and penalties
owed to Tenant by Landlord (including without limitation damages or penalties
resulting from delay in construction of the Premises), plus interest at
eighteen percent (18%) per annum, on all such amounts from the date of demand
therefor until such amounts are recovered by Tenant.

                 G.       If, after ownership of the Building is transferred to
a person or entity unrelated to Landlord or TIAA, the successor landlord fails
to timely or fully perform any obligations of Landlord under this Lease, Tenant
may, after notice and opportunity to cure said failure to perform being
afforded to said successor landlord as provided in Section 10.E. above, perform
such obligations and deduct the reasonable cost of such performance from
succeeding rental payments.

                 H.       In the event Tenant performs any obligation of
Landlord under this Lease, Tenant shall perform such obligation of Landlord in
a good and workmanlike and reasonable manner and in compliance with all
applicable laws and ordinances, without damaging or weakening any component of
the Building, and without endangering or unreasonably interfering with the use
of the Building by any other tenants of the Building; and Tenant shall be
responsible for any and all costs, claims, expenses, damages (including
consequential damages), liens, losses and judgments arising out of or in any
way relating to Tenant's performance of said obligation of Landlord, and
provided further that Tenant shall indemnify, protect and defend Landlord from
and against any and all costs, claims, expenses, damages (including
consequential damages),





                                      -25-


<PAGE>   29

liens, losses and judgments arising out of or in any way relating to Tenant
wrongfully performing any such obligation of Landlord.

         11.     ASSIGNMENT AND SUBLETTING:

                 A.       Tenant shall not, voluntarily or by operation of law,
sublet any part of the Premises, nor assign, transfer, mortgage, encumber,
pledge or hypothecate this Lease or any interest herein, without the prior
written consent of Landlord, which consent shall not be unreasonably withheld
or delayed.  Consent by Landlord to one assignment or sublease shall not
destroy or waive this provision, and all later assignments and subleases shall
likewise be made only upon prior written consent of Landlord.  Sublessees or
assignees shall, at the option of Landlord, become liable directly to Landlord
for all obligations of Tenant hereunder without relieving Tenant's liability
hereunder and, except as otherwise provided in this Section 11, in all events
and under all circumstances Tenant shall continue to be liable for all of
Tenant's obligations under the Lease, regardless of any such assignment of
Lease or sublease of all or any portion of the Premises.  If Tenant notifies
Landlord of Tenant's intent to sublease or assign this Lease, Tenant shall
submit to Landlord the terms thereof, the name and address of the proposed
assignee or subtenant, such information relating to the nature of the business
and finances of such assignee or subtenant as Landlord may reasonably require
and the proposed effective date of the proposed assignment or subleasing.
Landlord shall within fifteen (15) days from receipt of such notice and
materials (i) consent to such proposed subletting or assignment; (ii) refuse
such consent; or (iii) if the proposed assignment or subleasing would expire
within the last six (6) months of the Lease Term, elect to cancel this Lease as
to that portion of the Premises which is affected by the proposed sublease or
assignment.  If Landlord elects to cancel the Lease as to such portion of the
Premises, Tenant shall have ten (10) days from Tenant's receipt of such notice
to notify Landlord of Tenant's acceptance of such cancellation or Tenant's
desire to remain in possession of the portion of the Premises which is the
subject of such proposed sublease or assignment under the terms and conditions
and for the remainder of the Lease Term.  If Tenant fails to so notify Landlord
of Tenant's election to accept cancellation or to continue as Tenant hereunder,
such failure shall be deemed an election to terminate and in such event, or if
Tenant notifies Landlord of Tenant's acceptance of such cancellation, such
cancellation shall be effective as of the end of the ten (10) day period
provided for in Landlord's notice as hereinabove provided.  If this Lease is
either canceled or a sublease or assignment is made as herein provided, Tenant
shall pay to Landlord a charge equal to the actual costs incurred by Landlord
for all of the necessary legal and accounting services required in order to
accomplish such cancellation, assignment or subletting.  If this Lease is
canceled as to a portion of the Premises only, the Monthly Payment payable by
Tenant hereunder shall be abated proportionately as of the date of such
cancellation, based upon the percentage of the Premises as to which this Lease
has been terminated.

                 Notwithstanding anything to the contrary in this Section 11,
consent of Landlord shall not be required for an assignment to (a) any entity
resulting from a merger or consolidation of Tenant, or (b) any entity
succeeding to all of the business and assets of Tenant; if Tenant assigns all
of Tenant's rights under this Lease to any entity succeeding to all of the
business and assets of Tenant, provided such assignee agrees in writing with
Landlord to assume all obligations of Tenant under this Lease, Tenant shall be
released from all liability under the Lease after an assignment to such entity.
Landlord shall notify Tenant in writing of the reasons for any refusal by
Landlord to consent to any proposed sublease or assignment by Tenant of all or
any part of the Premises at the same time as Landlord notifies Tenant of
Landlord's refusal to consent to said proposed sublease or assignment.


                 Landlord shall not be deemed to have unreasonably withheld or
refused to consent to an assignment or sublease of all





                                      -26-


<PAGE>   30

or part of the Premises if (for example and without limitation) such proposed
assignment or sublease would, in Landlord's reasonable opinion, be likely to:

                      (i)     materially increase the intensity of use of
         the Premises or the Building;

                     (ii)     increase Operating Costs of the Building,
         unless Tenant agrees to reimburse Landlord for such increased
         Operating Costs;

                    (iii)     result in the use of any part of the Premises
         for a medical or medical-related use other than an in-house infirmary
         to treat minor ailments of Tenant's employees;

                     (iv)     violate any provision of any other lease or
         contract to which Landlord is a party; or

                      (v)     lessen the desirability or prestige of the
         Building or make more difficult the overall marketing of the Building
         to prospective tenants or purchasers of the Building.

                 Upon Tenant's assignment of the Lease to any entity with
financial strength (evidenced by its net worth and profit and loss statements)
the same or greater than that of Tenant, to which Landlord has no reasonable
objection, and provided such assignee agrees in writing with Landlord to assume
all obligations of Tenant under this Lease, Landlord shall release Tenant from
all liability under the Lease relating to periods of time after the effective
date of such assignment.  In the event that the Landlord recaptures the entire
Premises, Landlord shall release Tenant from all liability under the Lease
relating to periods of time after such recapture.

                 B.       No assignment or sublease hereunder shall be
effective unless and until Tenant provides to Landlord an executed counterpart
of the assignment or sublease agreement, which shall specifically state, in the
case of an assignment, that the assignee assumes and agrees to perform Tenant's
obligations under the Lease.

                 C.       Anything contained in the foregoing provisions of
this Section 11 to the contrary notwithstanding, neither Tenant nor any other
person  having an interest in the occupancy or utilization of the Premises
shall enter into any lease, sublease, license, concession or other agreement
for use, occupancy or utilization of space in the Premises which provides for
rental or other payment for such use, occupancy or utilization based, in whole
or in part, on the net income or profits derived by any person from the
Premises leased, used, occupied or utilized (other than an amount based on a
fixed percentage or percentages of receipts of sales), and any such proposed
lease, sublease, license, concession or other agreement shall be absolutely
void and ineffective as a conveyance of any right or interest in the
possession, use, occupancy or utilization of any part of the Premises.

         12.     CONDEMNATION:

                 A.       If all of the Premises, or any part of the Premises
such that the Premises are unusable by Tenant for its intended purpose, are
taken by virtue of eminent domain or other similar proceeding or are conveyed
in lieu of such taking, this Lease shall expire on the day before such title or
right of possession shall vest, and upon such expiration of the Lease, an
amount equal to the Monthly Payment paid by Tenant for the calendar month in
which the expiration of this Lease, multiplied by a fraction, the numerator of
which is the number of days in the month after the date of expiration, and the
denominator of which is the total number of days in that month, be repaid to
Tenant or applied to any amount then due from Tenant under this Lease.  In the
event of a partial taking where this Lease is not terminated, the Monthly
Payment shall be equitably adjusted based on the diminution of Tenant's use





                                      -27-


<PAGE>   31

and enjoyment of the Building, Premises and parking.  In either event, Landlord
shall be entitled to, and Tenant shall not have any right to claim, any award
made in any condemnation proceeding, action or ruling relating to the Building
or the Property; provided however, Tenant shall be entitled to make a claim in
any condemnation proceeding, action or ruling relating to the Building for
Tenant's moving expenses, damage to its business, and the unamortized value of
leasehold improvements in the Premises actually paid for by Tenant, to the
extent such claim does not in any manner impact upon or reduce Landlord's claim
or award in such condemnation proceeding, action or ruling.

                 B.       Landlord shall have, in Landlord's reasonable
discretion, the option of terminating this Lease if any condemnation, action or
ruling or deed in lieu thereof with respect to any portion or the Property
(whether or not including the Premises) makes continuation of its ownership or
previous method of operation of the Building economically unfeasible for
Landlord, provided that Landlord terminates all similarly affected leases at
the same time.

         13.     INSPECTION:  Landlord, its agents or employees may enter the
Premises after reasonable notice to exhibit same to prospective purchasers (or,
during the last twelve months of the Lease Term, to prospective tenants); to
inspect the Premises to see that Tenant is complying with all its obligations
hereunder; to make repairs or to perform cleaning required of Landlord under
the terms hereof; to make repairs to any adjoining portion of the Building; or
to make repairs to systems serving the Building.  Tenant hereby waives any
claim for damages or for injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises,
and any other loss occasioned by Landlord's exercise of any of its rights under
this Section 13.  For purposes of this Section 13, reasonable notice for
exhibiting the Premises to prospective tenants may be as little as fifteen
minutes.  No notice shall be required for access to the Premises by Landlord or
Landlord's employees, agents or contractors (i) to perform routine cleaning or
maintenance within the Premises, (ii) to perform normal duties relating to
security or safety of occupants of the Building, or (iii) in cases of
emergency.  Landlord shall exercise its right of access to the Premises under
this Section 13 in a manner which will not materially interfere with Tenant's
use of the Premises.

         14.     SUBORDINATION:

                 A.       Landlord warrants that NationsBank of Texas, N.A.
("NationsBank") is the owner and holder of the only mortgage encumbering the
Property on the date of this Lease.  As a material condition to Tenant's
obligations under this Lease, Landlord shall, not later than forty-five (45)
days after execution of this Lease, deliver to Tenant a subordination agreement
executed by NationsBank, in substantially the form attached hereto as Exhibit
"K".

                 B.       Upon receipt of a Non-Disturbance Agreement fully
recognizing Tenant's rights and remedies set forth in this Lease (the
"Non-Disturbance Agreement"), fully executed in recordable form by the holder
of the pertinent land lease or mortgage, this Lease shall be subordinate to
such underlying land lease or mortgage or deed of trust (hereafter referred to
as a "mortgage") which may hereafter affect this Lease, the Building or the
Property of which the Premises form a part, and also to all renewals,
modifications, extensions, consolidations, and replacements of such underlying
land leases and such mortgages.  In confirmation of the subordination set forth
in this Section 14, Tenant shall, at Landlord's request, execute and deliver
such further instruments as may be reasonably desired by any Mortgagee or by
any lessor under any such underlying land leases.  Notwithstanding the
foregoing, Landlord or such Mortgagee shall have the right to subordinate or
cause to be subordinated, in whole or in part, any such underlying land lease
or mortgage to this Lease.  In the event that any such underlying land lease or
mortgage terminates for any reason or any





                                      -28-


<PAGE>   32

such mortgage is foreclosed or a conveyance in lieu of foreclosure is made for
any reason, Tenant shall, notwithstanding any subordination, deliver to
Mortgagee within ten (10) days of written request an attornment agreement,
providing that Tenant shall continue to abide by and comply with the terms and
conditions of this Lease.

         In the event any proceedings are brought for the foreclosure of, or in
the event of exercise of the power of sale, or conveyance in lieu of
foreclosure, under any mortgage, Tenant shall, at the option of the purchaser
at such foreclosure or other sale, attorn to such purchaser and recognize such
person as the Landlord under this Lease.  Tenant agrees that, at any
Mortgagee's option, the institution of any suit, action or other proceeding by
such Mortgagee or a sale of the Property, pursuant to the powers granted to
such Mortgagee under its mortgage, shall not, by operation of law or otherwise,
result in the cancellation or the termination of this Lease or of the
obligations of the Tenant hereunder.

         Tenant shall have the same remedies against any transferee of
Landlord's interest in the Property for the breach of an agreement contained in
this Lease that Tenant might have had against Landlord, except that such
transferee shall not be (i) liable for any act or omission of the previous
Landlord, except to the extent of any right of setoff Tenant may have under an
express provision of this Lease; or (ii) bound by any Rent or Interest which
Tenant might have paid more than thirty (30) days in advance to the previous
Landlord; provided that no such transferee shall be personally liable for any
obligation or liability under this Lease unless such transferee has by written
agreement expressly assumed such obligation or liability.

         15.     INDEMNIFICATION AND HOLD HARMLESS:

                 A.       Subject to and except for claims waived pursuant to
the express provisions of Section 16 below, Tenant hereby indemnifies and holds
Landlord harmless from and against any injury, expense, damage, liability or
claim, including, but not limited to, court costs and attorneys' fees, imposed
on Landlord by any person whomsoever, whether due to damage to the Premises,
claims for injuries to the person or property of any other tenant of the
Building or the Property or of any other person in or about the Building or the
Property for any purpose whatsoever, or administrative or criminal action by a
governmental authority, where such injury, expense, damage, liability or claim
results from the gross negligence or willful misconduct of Tenant or the
agents, employees or contractors of Tenant, or any litigation commenced by or
against Tenant to which Landlord is made a party without fault on the part of
Landlord.  Tenant further agrees to reimburse Landlord for any reasonable costs
or expenses, including, but not limited to, court costs and attorneys' fees,
which Landlord may incur in investigating, handling or litigating any such
claim or any action by a governmental authority.

                 B.       Subject to and except for claims waived pursuant to
the express provisions of Section 16 below, Landlord hereby indemnifies and
holds Tenant harmless from and against any injury, expense, damage, liability
or claim, including, but not limited to, court costs and attorneys' fees,
imposed on Tenant by any person whomsoever, whether due to damage to the
Premises, claims for injuries to the person or property of any other tenant of
the Building or the Property or of any other person in or about the Building or
the Property for any purpose whatsoever, or administrative or criminal action
by a governmental authority, where such injury, expense, damage, liability or
claim results from the gross negligence or willful misconduct of Landlord or
the agents, servants, or employees of Landlord, or any litigation commenced by
or against Landlord to which Tenant is made a party without fault on the part
of Tenant.  Landlord further agrees to reimburse Tenant for any reasonable
costs or expenses, including, but not limited to, court costs and attorneys'
fees, which Tenant





                                      -29-


<PAGE>   33

may incur in investigating, handling or litigating any such claim or any such
action by a governmental authority.

                 C.       Tenant shall promptly give notice to Landlord of any
defective condition in or about the Premises known to Tenant.

         16.     INSURANCE:

                 A.       Tenant shall carry (at its sole expense and during
the Lease Term) the equivalent of ISO Special Form property insurance insuring
Tenant's interest in its additional improvements (exclusive of Tenant
Improvements) to the Premises and any and all furniture, equipment, supplies,
and other property owned, leased, held or possessed by it and contained
therein, such insurance coverage to be in an amount equal to the current
replacement value of such improvements and property, as such may increase from
time to time, and workmen's compensation insurance as required by applicable
law.  Such fire and extended coverage insurance shall name Landlord as a loss
payee as its interests may appear.  Tenant shall also procure and maintain
throughout the Lease Term a policy or policies of commercial general liability
insurance, insuring Tenant, Landlord and any other person designated by
Landlord, against any and all liability for injury to or death of a person or
persons and for damage to property occasioned by or arising out of any
construction work being done on the Premises (exclusive of Tenant
Improvements), or arising out of the condition, use, or occupancy of the
Premises, or in any way occasioned by or arising out of the activities of
Tenant, its agents, employees, guests, or licensees in the Premises, or other
portions of the Building, or the Property, such policy or policies to have a
combined single limit of not less than Five Million and No/100 Dollars
($5,000,000.00) for any bodily injury or property damage occurring as a result
of or in connection with the above.  Landlord and Tenant shall have included in
all policies of property insurance respectively obtained by them with respect
to the Building or Premises a waiver by the insurer of all right of subrogation
against the other in connection with any loss or damage thereby insured
against.  To the full extent permitted by law, Landlord and Tenant each waive
all right of recovery against the other for, and agree to release the other
from liability for, loss or damage to the extent such loss or damage is covered
by insurance in effect or required to be carried at the time of such loss or
damage.  All said insurance policies shall be carried with companies licensed
to do business in the State of Florida reasonably satisfactory to Landlord and
shall be non-cancelable except after twenty (20) days written notice to
Landlord.  Such policies or duly executed certificates of insurance with
respect thereto shall be delivered to Landlord prior to the date that Tenant
takes possession of the Premises and renewals thereof as required shall be
delivered to Landlord at least thirty (30) days prior to the expiration of each
respective policy term.  All policies carried by Tenant shall be written as
primary policies, not contributing with and not in excess of the coverage which
Landlord may carry, and shall only be subject to such deductibles as may be
approved by Landlord in advance in writing.

                 B.       Landlord shall during the Lease Term carry insurance
coverages with respect to the Building and the Property not less than as set
forth on Exhibit "N" attached hereto, provided that Landlord may carry
coverages different than, and less than, those set forth in said Exhibit "N" as
long as the insurance carried by Landlord with respect to the Building and the
Property is commercially reasonable.  Landlord shall cause each policy carried
by Landlord insuring the Building against loss, damage or destruction by fire
or other casualty, and Tenant shall cause each insurance policy carried by
Tenant insuring the Premises and Tenant's Alterations, leasehold improvements,
space equipment, furnishings, furniture, contents and fixtures against loss,
damage or destruction by fire or other casualty, to be written in a manner so
as to provide that the insurance company waives all rights of recovery by way
of subrogation against Landlord or Tenant in connection with any loss or damage
covered by any such policy of





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<PAGE>   34

property insurance.  Except for claims based on the gross negligence or willful
misconduct of the parties, their employees, agents or contractors, neither
party shall be liable to the other for the amount of such loss or damage which
is in excess of the applicable deductible, if any, caused by fire or any of the
risks enumerated in its property insurance policies.  Each party shall obtain,
and deliver a copy to the other party of, a waiver of subrogation (as described
in Section 16.A. above) from said party's property insurer within fifteen (15)
days after execution of this Lease.  If the release of either Landlord or
Tenant, as set forth in the second sentence of this Section 16.B., shall
contravene any law with respect to exculpatory agreements, the liability of the
party in question shall be deemed not released, but no action or rights shall
be sought or enforced against such party unless and until all rights and
remedies against the other's insurer are exhausted and the other party shall be
unable to collect such insurance proceeds.

                 C.       The property insurance waiver of subrogation referred
to in Section 16.A. above, shall extend to the agents and employees of each
party (including, as to Landlord, the Manager).  The release and waiver
contained in this Section 16 shall be superior to any conflicting provision of
this Lease.

         17.     REMEDIES CUMULATIVE:  The rights given to Landlord and Tenant
herein are in addition to any rights that may be given to Landlord or Tenant by
any statute or under law.  Notwithstanding any other provision of this Lease,
upon the cancellation or termination of this Lease prior to the maturity of the
then current Lease Term or extended Lease Term for any reason other than
Tenant's default or Tenant's exercise of its cancellation option under Section
47 of this Lease, Tenant's obligation to pay the deferred and unpaid Base Rent
for any period prior to the effective date of such termination, or the Interest
thereon, shall be canceled and of no further force and effect.

         18.     HOLDING OVER:  Tenant shall, not later than thirty (30) days
prior to the expiration of the Lease Term, notify Landlord in writing of the
date on which Tenant will vacate and deliver to Landlord possession of the
Premises in the condition as required by the provisions of this Lease.  If
Tenant remains in possession of the Premises or any part thereof after
expiration or other termination of the Lease Term hereof, with or without
Landlord's acquiescence, and regardless of whether or not Tenant has notified
Landlord thereof as hereinabove provided, Tenant shall be a tenant at will and
such tenancy shall be subject to all the provisions hereof, except that the
rent due from Tenant for such holdover possession of the Premises, due and
payable on a monthly basis, shall be one hundred fifty percent (150%) of the
amount of Monthly Payment and Additional Rent paid by or due from Tenant,
calculated on a monthly basis, for the last full calendar month in which Tenant
occupied the Premises during the Lease Term.  Notwithstanding the foregoing,
such rent for the portion of the Premises as to which Landlord has notified
Tenant that Landlord is negotiating with a bona fide third party prospect to
lease shall be two hundred percent (200%) (rather than 150%) of the amount of
Monthly Payment and Additional Rent paid by or due from Tenant, calculated on a
monthly basis, for the last month in which Tenant occupied the Premises during
the Lease Term; but such two hundred percent (200%) rate shall apply only to
that portion of the Premises as to which Landlord has notified Tenant that
Landlord is negotiating with a bona fide third party prospect or as to which
Landlord has executed a lease, and such rate shall be discontinued and shall
revert to the above-described one hundred fifty percent (150%) rate at such
time as Landlord's negotiations with said bona fide third party prospect
terminate without a lease being entered into, unless said negotiations are
terminated because of Tenant's failure to vacate the Premises upon the
expiration or other termination of the Lease Term.  The receipt or collection
by Landlord of any Rent or Interest (including but not limited to holdover rent
as provided in this Section 18) shall not constitute a waiver of Landlord's
right to seek damages from Tenant as a





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<PAGE>   35

result of such holdover.  There shall be no renewal of this Lease by operation
of law.  Nothing in this Section shall be construed as a consent by Landlord to
the possession of the Premises by Tenant after the expiration of the Lease
Term.

         19.     ENTIRE AGREEMENT - NO WAIVER:  This Lease contains the entire
agreement of the parties hereto and no representations, inducements, promises
or agreements, oral or otherwise, between the parties not embodied herein shall
be of any force and effect.  The failure of either party to insist in any
instance on strict performance of any covenant or condition hereof, or to
exercise any option herein contained, shall not be construed as a waiver of
such covenant, condition or option in any other instance.  This Lease cannot be
changed or terminated orally, and can be modified only in writing executed by
each party hereto.

         20.     HEADINGS:  The headings in this Lease are included for
convenience only and shall not be taken into consideration in any construction
or interpretation of this Lease or any of its provisions.

         21.     NOTICES:   Any notice by either party to the other shall
be valid only if in writing and shall be deemed to be duly given only if
delivered personally, or sent by national overnight delivery service or
registered or certified mail, return receipt requested, addressed (i) if to
Tenant, (a) after the Commencement Date, at the Premises at the address
indicated in Section 1 of this Lease, or (b) prior to the Commencement Date, at
702 North Franklin Street, Tampa, Florida 33602, and (ii) if to Landlord, at
Landlord's address set forth above, and with copies to Landlord, c/o Faison,
400 North Ashley Drive, Suite 2500, Tampa, Florida 33602, and to any Mortgagee
of which Tenant has or has been given notice, or at such other address for
either party as that party may designate by notice to the other.  Notice shall
be deemed given, if personally delivered or sent by national overnight delivery
service, upon delivery thereof, and if mailed, upon the mailing thereof.

         22.     HEIRS AND ASSIGNS - PARTIES:

                 A.       The provisions of this Lease shall bind and inure to
the benefit of Landlord and Tenant, and their respective successors, heirs,
legal representatives and assigns, it being understood that the term "Landlord"
as used in this Lease means only the owner (or the ground lessee) for the time
being of the Property and the Building of which the Premises are a part, so
that in the event of any sale of said Property (or of any lease thereof),
Landlord named herein shall be and hereby is entirely relieved of all covenants
and obligations of Landlord hereunder accruing after a transferee takes
possession of the Building and Property, and it shall be deemed without further
agreement that the purchaser or the lessee, as the case may be, has assumed and
agreed to carry out any and all covenants and obligations of Landlord hereunder
during the period such party has possession of the Property and Building.
Should the Property and all of the Building be severed as to ownership by sale
and/or lease, then the owner of all of the Building or lessee of all of the
Building that has the right to lease space in the Building to tenants shall be
deemed the "Landlord" for the purposes of this Lease.

                 B.       The parties "Landlord" and "Tenant" and pronouns
relating thereto, as used herein, shall include male, female, singular and
plural, corporation, partnership or individual, as may fit the particular
parties.

         23.     ATTORNEYS' FEES:  The prevailing party in any adjudicated
dispute between Landlord and Tenant hereunder shall have its reasonable
attorneys' fees and court costs paid by the non-prevailing party.
Additionally, if Tenant is in default of its obligation to pay any Rent or
other amount due and owing under this Lease and Landlord engages an attorney at
law to collect such Rent or other amount, Tenant shall pay as Additional Rent
(due upon





                                      -32-


<PAGE>   36

demand) Landlord's reasonable attorneys' fees and court costs.  Tenant shall be
responsible for all expenses incurred by Landlord, including, without
limitation, attorneys' fees and court costs, that Landlord incurs in any case
or proceeding under or related to any bankruptcy or insolvency law in which
Tenant is the "debtor".  Landlord shall be responsible for all expenses
incurred by Tenant, including, without limitation, attorneys' fees and court
costs, that Tenant incurs in any case or proceeding under or related to any
bankruptcy or insolvency law in which Landlord is the "debtor".

         24.     TIME OF ESSENCE:  Time is of the essence of this Lease.

         25.     SECURITY DEPOSIT:  [Intentionally Omitted]

         26.     COMPLETION OF THE PREMISES:

                 A.       Landlord shall supervise completion of the work
described in Exhibit "C" and Exhibit "D".  Any work required by Tenant as
provided in said Exhibit "D" shall be performed within the provisions of said
Exhibit "D".

                 B.       In addition to the Tenant Improvement Allowance
pursuant to Section 26.C. hereof, Landlord will provide to Tenant an allowance
(the "Design Fee Allowance") in the amount set forth in Paragraph 5.01 of
Exhibit "D" to pay for the development and preparation of space planning,
architectural and working drawings by Landlord as well as those necessary
mechanical and electrical working drawings based upon Tenant's improvement
needs.

                 C.       Landlord shall provide Tenant an improvement
allowance (the "Tenant Improvement Allowance") in the amount set forth in
Paragraph 5.02 of Exhibit "D", in monthly construction draws to be paid no
later than the twentieth (20th) day of each month provided that such draw
request was made by the fourth (4th) day of such month.  That portion of the
Design Fee Allowance and Tenant Improvement Allowance not used for the purposes
described in this Section 26 shall be applied as a credit against the first due
installments of Monthly Payment.

         27.     PARKING ARRANGEMENTS: Landlord has no obligation to Tenant to
directly provide parking.  Notwithstanding the foregoing, as a material
inducement to Tenant's execution of this Lease, and as a material obligation of
Landlord under this Lease, Landlord shall cause the lessee or operator of the
parking garage in the Building (the "Parking Garage") and the lessee or
operator of the parking facilities on the blocks located directly south and
southeast of the Property (the "Ferman Parking Facilities") to make parking
spaces available to Tenant in accordance with the Parking Specifications
attached hereto as Exhibit "H".  Landlord's obligation under this Section 27
will be satisfied if the lessee or operator of the Parking Garage and the
lessee and operator of the Ferman Parking Facilities make parking available to
Tenant throughout the term of the Lease, in compliance with the provisions of
Exhibit "H".


         28.     RULES AND REGULATIONS:  The Rules and Regulations set forth on
Exhibit "F" attached hereto are hereby made a part of this Lease.  Landlord may
from time to time amend, modify, delete or add new and additional reasonable
rules  and regulations for the use, safety, cleanliness and care of all leased
premises, the Building and the Property.  Such new or modified Rules and
Regulations shall be uniformly applied to all Building tenants and shall be
effective upon notice thereof to Tenant from Landlord, and no such new or
modified Rules or Regulations shall apply to Tenant to the extent that such
application would materially adversely affect Tenant's use or enjoyment of the
Premises.  Tenant will cause its employees and agents, or any others permitted
by Tenant to occupy or enter the Premises, to at all times abide by the Rules
and Regulations set forth on Exhibit "F", or as subsequently modified by
Landlord.  In the event of any failure by Tenant to fully comply with such
Rules and Regulations, upon notice to Tenant and any cure periods





                                      -33-


<PAGE>   37

permitted for Tenant hereunder, Landlord shall have all remedies available at
law or in equity, including, but not limited to, the right to enjoin any breach
of such Rules and Regulations.  Landlord shall not be responsible to Tenant for
the non-observance by any other tenant or person of any such Rules and
Regulations, but Landlord shall exercise reasonable efforts to enforce the
Rules and Regulations in a reasonably uniform manner.  In the event of any
conflict between any provision of this Lease and any provision of the Rules and
Regulations, the provision of this Lease shall control.

         29.     LATE PAYMENTS:  Payments of Rent or any other amounts to be
paid by Tenant hereunder received more than ten (10) days after said payments
are due shall be assessed a charge equal to two percent (2%) of the amount due,
to cover Landlord's increased processing and administrative costs associated
with such late payment, and shall be assessed an additional two percent (2%)
charge for the aforesaid costs of Landlord for each month thereafter until paid
in full.  Acceptance by Landlord of a payment, and the cashing of a check, in
an amount less than that which is currently due shall in no way affect
Landlord's rights under this Lease and in no way be or be deemed to be an
accord and satisfaction.  This provision does not prevent Landlord from
declaring the non-payment of Rent or any other amounts to be paid by Tenant
hereunder when due an event of default hereunder.

         30.     ESTOPPEL CERTIFICATES:  At any time after the execution of
this Lease, Landlord and Tenant shall, within twenty (20) days of the request
therefor by the other party, execute, acknowledge and deliver to the requesting
party, or any mortgagee or any prospective purchaser or transferee of the
requesting party's interest, an estoppel certificate in recordable form, or in
such other form as the requesting party may from time to time reasonably
require, evidencing (i) whether or not this Lease is in full force and effect;
(ii) whether or not this Lease has been amended in any way; (iii) whether or
not Tenant has accepted and is occupying the Premises; (iv) whether or not
there are any existing defaults hereunder or defenses or offsets against the
enforcement of this Lease to the knowledge of said party (specifying the nature
of such defaults, defenses or offsets, if any); (v) the date to which Rent, and
other amounts due hereunder, if any, have been paid; and (vi) any other
information reasonably requested.  Each certificate delivered pursuant to this
Paragraph may be relied on by the requesting party, by any prospective
purchaser or transferee of the requesting party's interest hereunder or of any
part of the requesting party's property, by any mortgagee or holder of any
portion of the requesting party's interest hereunder, or by an assignee of any
such mortgagee or holder.  Tenant may not request such estoppel certificate
more often than is reasonable, and in no event shall Landlord be obligated to
execute, acknowledge or deliver more than ten (10) such estoppel certificates
over the Lease Term.

         31.     SEVERABILITY AND INTERPRETATION:

                 A.       If any clause or provision of this Lease shall be
deemed illegal, invalid or unenforceable under present or future laws effective
during the Lease Term, then and in that event, the remainder of this Lease
shall not be affected by such illegality, invalidity or unenforceability, and,
in lieu of each clause or provision of this Lease that is illegal, invalid or
unenforceable, there shall be added as a part of this Lease a clause or
provision as similar in terms to such illegal, invalid or unenforceable clause
or provision as may be possible and be legal, valid and enforceable.

                 B.       Should any of the provisions of this Lease require
judicial interpretation, the court interpreting or construing the same shall
not apply a presumption that the terms of any such provision shall be more
strictly construed against one party by reason of the rule of construction that
a document is to be construed most strictly against the party who itself or
through its





                                      -34-


<PAGE>   38

agent prepared the same, it being agreed that the agents of all parties have
participated in the preparation of the stipulations of this Lease.

         32.     TENANT'S PERSONALTY - RESTRICTION ON DISTRAINT:
Notwithstanding any other provision of this Lease or of applicable law to the
contrary, Landlord hereby waives and releases all lien rights and right of
distraint to any property owned by Tenant or leased to Tenant.  Said property
of Tenant or in the possession of Tenant may be sold, disposed of or removed by
Tenant without substituting new goods or chattels or equal value thereto, and
Tenant will be permitted to subject such property to liens, mortgages, charges,
licenses or other encumbrances without the prior consent or approval of
Landlord.

         33.     FORCE MAJEURE:  Except as otherwise expressly provided in this
Lease, Landlord and Tenant shall be excused for the period of any delay and
shall not be deemed in default with respect to the performance of any of the
terms, covenants, and conditions of this Lease (other than the payment of any
sum of money due hereunder) when prevented from so doing by a cause or causes
beyond the party's control, which shall include, but shall not be limited to,
all labor disputes, governmental regulations or controls, fire or other
casualty, inability to obtain any material or services or acts of God.

         34.     QUIET ENJOYMENT:  Landlord shall warrant and defend Tenant in
the quiet enjoyment and possession of the Premises during the Lease Term,
subject to the terms and conditions of this Lease.

         35.     BROKERAGE COMMISSION; INDEMNITY:  Landlord's leasing agent and
CB Commercial Real Estate Group, Inc. ("CB") have sole commission rights with
respect to this Lease and Tenant warrants that it has caused no other claims
for broker's or agent's commissions or finder's fees in connection with the
execution of this Lease.  Tenant and Landlord hereby indemnify and hold one
another harmless from and against any loss, cost, damage or expense, including,
but not limited to, reasonable attorneys' fees and court costs, incurred by one
party as a result of any claim made by a broker or agent (other than Landlord's
leasing agent and CB) as a result of or in conjunction with any actions of the
other party.

         36.     EXCULPATION OF LANDLORD:  Landlord's obligations and liability
to Tenant with respect to this Lease shall be limited solely to Landlord's
equity interest in the Property, including, without limitation, Building rents,
insurance proceeds, and condemnation proceeds, to the extent such Building
rents and other proceeds are available to Landlord, and neither Landlord, nor
any partner, trustee, officer, director, shareholder or employee of Landlord,
shall have any personal liability whatsoever with respect to this Lease.
Notwithstanding the foregoing, the liability of Landlord shall not be limited
as provided above to the extent of any insurance proceeds or condemnation
awards actually received by Landlord and not used or applied as required by the
express provisions of this Lease; provided, however, as to any such insurance
proceeds or condemnation awards actually received by Landlord and not used or
applied as required by this Lease, Tenant's sole remedy will be to cause said
insurance proceeds or condemnation awards (or an amount equal to said insurance
proceeds or condemnation awards) to be used or applied as required by this
Lease.

         37.     ORIGINAL INSTRUMENT:  For the convenience of the parties
hereto, any number of counterparts hereof may be executed, and each such
counterpart shall be deemed to be an original instrument.

         38.     FLORIDA LAW:  This Lease has been made under and shall be
construed and interpreted under and in accordance with the laws of the State of
Florida.





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<PAGE>   39

         39.     NO RECORDATION OF LEASE:  Without the prior written consent of
Landlord, neither this Lease nor any memorandum hereof shall be recorded or
placed on public record by or on behalf of Tenant.  Without limitation on any
other of Landlord's rights hereunder, in the event Tenant breaches this
covenant, Tenant hereby irrevocably grants a Power of Attorney to Landlord as
Tenant's agent for the purpose of canceling from public record any copy of this
Lease, any memorandum hereof or any reference hereto.  Tenant agrees that the
Power of Attorney granted herein is coupled with an interest, is not revocable
and shall survive the death, dissolution, termination or other incapacity of
Tenant.

         40.     SURVIVAL OF TERMS:  Any obligations of either party under this
Lease which are not fully satisfied or completed as of the date of any
termination or expiration of this Lease shall survive the termination or
expiration of this Lease, and shall be the continuing obligations of that party
until completed or otherwise satisfied.

         41.     AUTHORIZATION:  Each individual executing this Lease does
thereby represent and warrant that he has been duly authorized to deliver this
Lease in the capacity and for the entity set forth where he signs.

         42.     RADON GAS:  Pursuant to F.S. 404.056(8), Tenant is hereby
notified that radon 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 testing may be obtained from your county public
health unit.

         43.     APPROVAL OF LEASE:  This Lease shall not be binding until and
unless all parties have duly executed said Lease and a fully executed
counterpart of said Lease has been delivered to Landlord and Tenant.

         44.     SIGNAGE/BUILDING NAME:

                 A.       Except as otherwise herein provided, Landlord shall
have the right to name the Building (or permit signage on the exterior of the
Building above the ground floor) only for (i) a financial institution leasing
at least 25,000 rentable square feet in the Building, including the majority of
the first floor "bank lobby" space, (ii) a securities or mortgage brokerage
company leasing at least 50,000 rentable square feet in the Building, or (iii)
any other tenant (excluding an insurance brokerage or agency, such as Alexander
& Alexander) leasing more than 100,000 rentable square feet in the Building.
Landlord may provide to any national or regional financial institution
operating a retail banking business in the Building signage on the exterior of
the Building above the first floor, excluding the ziggurat.

                 B.       Landlord shall permit Tenant to place in the Building
Tenant Directory in the lobby area appropriate signage of Tenant's name.
Landlord shall permit Tenant to place appropriate signage of Tenant's name in
the elevator lobby areas of each floor of the Building on which Tenant leases
space.  In addition, Tenant shall have the right, at Tenant's sole expense, to
place signage (in a manner, style and quality consistent with the existing
signage of other Building tenants on other bollards in front of the Building)
on the faces of the bollards identified on Exhibit "M" attached hereto.

                 C.       Tenant shall be entitled to comparable signage, on
comparable terms and conditions, to that granted by Landlord to any other
tenant leasing the same amount (or less) space in the Building as Tenant is
leasing, except for lobby or plaza signage for tenants leasing lobby or
mezzanine space for retail businesses, including but not limited to retail
banking or retail securities or mortgage brokerage businesses, and excluding
signage for Landlord's leasing agent for the Building.  The locations of the
bollard faces





                                      -36-


<PAGE>   40

on which Tenant may place signage shall not be considered in determining
whether Tenant's signage is comparable to the signage of other tenants.

                 D.       Notwithstanding any other provision of this Lease, in
addition to signage Landlord is authorized to provide to other tenants of the
Building pursuant to Sections 44.A. and 44.C. above, Landlord may provide
signage of any type or location to any Building tenant (other than an insurance
brokerage or agency) so long as Landlord offers substantially comparable
signage to Tenant at no cost other than the cost of designing, purchasing,
installing, maintaining, insuring and removing (including the cost of restoring
the surface of the Building where such sign was located) the signage.

         45.     NO SMOKING:  Tenant shall not allow any smoking in the
Premises except in rooms designed and constructed to accommodate smoking and to
prevent smoke from entering the plenum or any other portion of the Premises or
the Building.

         46.     SATELLITE ANTENNA:

                 A.       Subject to the provisions of Section 56 hereof,
Tenant may install, maintain, and use a microwave, satellite or other antenna
communications system in the Premises, and such system may include the
installation of an antenna dish not larger than one (1) meter in diameter on
the roof of the Building (including necessary cabling to the Premises), at
locations acceptable to Landlord in Landlord's sole discretion.  Tenant shall
furnish detailed plans and specifications for such system to Landlord for its
consent, which consent shall not be unreasonably withheld.  Tenant shall have
access to the roof and Tenant's equipment relating to such system at reasonable
times throughout the term of this Lease.  Tenant shall be responsible for
procuring whatever licenses or permits may be required for the use of such
system or operation of any equipment served thereby, and Landlord makes no
warranties whatsoever as to the permissibility of such a system under
applicable laws.

                 B.       Tenant shall install, maintain and repair Tenant's
antenna system in a manner as to (i) not constitute a nuisance or unreasonably
interfere with the operations of Landlord or other tenants occupying the
Building, (ii) not be visible from the exterior of the Building or alter or
distract from the lighting or other aesthetic aspects of the Building.  Upon
termination or expiration of this Lease, Tenant shall remove any antenna dish
and related equipment (including but not limited to cabling) installed by it,
at Tenant's expense, and shall restore and repair the Building to a condition
comparable to its condition prior to such installation.  Landlord reserves and
shall have the right to relocate said antenna and/or related equipment at
Landlord's expense so long as relocation has no adverse impact on the
operations of the antenna.  Landlord shall also be and is entitled to install
and to permit the installation of antennae on the roof of the Building by any
person or entity other than Tenant, without Tenant's approval or consent, as
long as the installation and/or operation of such other antennae does not
materially interfere with the reception or transmission of Tenant's antenna
system.

         47.     RIGHT TO CANCEL:  Provided Tenant is not then in default
hereunder, or if a default has occurred hereunder, provided Tenant cures such
default within the period of notice and/or grace applicable to said default,
Tenant shall have the right to terminate this Lease as to all space then leased
by Tenant in the Building effective as of any date during the sixth (6th) or
eighth (8th) years of the Lease Term, provided that (i) Tenant has given
Landlord written notice of Tenant's exercise of its right to terminate at least
twelve (12) months prior to the date of such termination, specifying the date
of termination (the "Termination Date"), (ii) Tenant pays to Landlord, within
thirty (30) days after delivery of said notice of intent to terminate, the
"Termination Payment," as hereinafter defined, (iii) Tenant pays to Landlord
all





                                      -37-


<PAGE>   41

Monthly Payments and other sums due hereunder for the period prior to the
Termination Date, and (iv) Tenant pays to Landlord, within thirty (30) days
after deliver of said notice of intent to terminate, the unpaid balance of
accrued Base Rent and Interest set forth on Schedule 1 to this Lease as of the
Termination Date (the "Clause (iv) Amount").  The "Termination Payment" shall
be equal to (a) the sum of (1) all unamortized Allowances paid by Landlord
under this Lease, plus (2) all unamortized leasing commissions paid by Landlord
in connection with this Lease, plus (3) the "Payment Differential" (as
hereinafter defined) multiplied by the total rentable square feet then being
leased by Tenant in the Building, multiplied by the number of years (or
fraction thereof) from the beginning of the Lease Term until the Termination
Date (the "Payment Differential Amount"), (b) reduced by the Clause (iv)
Amount.  For purposes of determining the Termination Payment or the
"Contraction Payment" (as defined in Section 48 hereof), "unamortized
Allowances" and "unamortized leasing commissions" shall be calculated by
multiplying the per rentable square foot amount of said Allowances and leasing
commissions paid by Landlord in connection with this Lease by the number of
rentable square feet to which said termination or contraction of this Lease
applies, and multiplying the resulting product by a fraction, the numerator of
which is the difference between the portion of the Monthly Payment for the
entire initial Lease Term which remains unpaid as of the Termination Date or
Contraction Date and the Payment Differential Amount, and the denominator of
which is the total Monthly Payment for the initial Lease Term.  For purposes of
this Section 47, the "Payment Differential" shall mean the difference between
the average annual Monthly Payment per rentable square foot over the entire
Lease Term, and the average annual Monthly Payment per rentable square foot
over the portion of the Lease Term up to the Termination Date.  Early
termination of the Lease pursuant to this Section 47 shall not cancel or
terminate Tenant's liability for Rent, or other sums due hereunder accruing
during or relating to the term of this Lease prior to said early termination.
For purposes of all calculations made pursuant to Sections 47, 48 and 53 of
this Lease, but only for such purposes, (x) Monthly Payment for the first eight
months of the Lease Term shall be deemed to be $297,500.00 higher than the
amount reflected in Schedule 1 to this Lease, and (y) the total amount of
Allowances paid by Landlord shall be deemed to be $297,500.00 higher than the
amount actually paid by Landlord and as set forth in the Lease.

         48.     OPTION TO CONTRACT THE PREMISES:  Provided Tenant is not then
in default hereunder, or if a default has occurred hereunder, provided Tenant
cures such default within the period of notice and/or grace applicable to said
default, Tenant shall have the option to terminate this Lease, as of the
"Contraction Date", as hereinafter defined, as to a portion of the space (the
"Contraction Space") then leased by Tenant in the Building. The Contraction
Space shall be comprised of not less than 2,000, nor more than 14,000, rentable
square feet of reasonably configured contiguous space on the 14th or 18th floor
of the Building; provided, however that the Contraction Space shall not include
any space on any floor of the Building on which Tenant is leasing all of the
rentable space on that floor.  The "Contraction Date" shall be any date during
the first three (3) months of the fourth, sixth or eighth years of the Lease
Term, specified by Tenant in the written notice by which Tenant exercises this
option to contract the Premises.  Tenant may exercise its option to contract
the Premises only by written notice to Landlord not later than twelve (12)
months prior to the Contraction Date, which Contraction Date and the location
and size of the Contraction Space shall be specified in said written notice.
Tenant shall pay to Landlord, within thirty (30) days after delivery of said
notice by Tenant exercising said option to contract the Premises, (i) the
"Contraction Payment," as hereinafter defined, and (ii) the unpaid balance of
accrued Base Rent and Interest set forth in Schedule 1 to this Lease as of the
Contraction Date, multiplied by a fraction, the numerator of which is the
rentable area within the Contraction Space, and the denominator of which is the
rentable area within the Premises immediately before the Contraction (the
"Clause (ii) Amount"), and





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<PAGE>   42

Tenant shall pay to Landlord all Rent and other sums due hereunder for the
period prior to the Contraction Date on or before the dates on which such sums
are due.  The "Contraction Payment" shall be equal to (a) the sum of (1) all
unamortized Allowances paid by Landlord under this Lease with respect to the
Contraction Space, plus (2) the unamortized leasing commissions paid by
Landlord relating to Tenant's leasing of the Contraction Space, plus (3) the
"Payment Differential" (as hereinafter defined) multiplied by the rental square
feet comprising the Contraction Space, multiplied by the number of years (or
fraction thereof) from the beginning of the Lease Term until the Contraction
Date (the "Payment Differential Amount"), (b) reduced by the Clause (ii)
Amount.  Tenant shall also pay for the construction of a demising wall
enclosing the remaining space contained in the Premises, if required.  For
purposes of this Section 48, the "Payment Differential" shall mean the
difference between the average annual Monthly Payment per rentable square foot
over the entire Lease Term, and the average annual Monthly Payment per rentable
square foot over the portion of the Lease Term up to the Contraction Date.
Contraction of the Premises pursuant to this Section 48 shall not cancel or
terminate Tenant's liability for Rent or other sums due hereunder with respect
to the Contraction Space accruing during or relating to the term of this Lease
prior to the Contraction Date.

         49.     RENEWAL OF LEASE:

                 A.       Provided this Lease is then in full force and effect
and provided Tenant is not then in default of this Lease, or if a default has
occurred hereunder, provided Tenant cures such default within the period of
notice and/or grace applicable to said defaults, Landlord hereby grants to
Tenant an option to renew this Lease as to all of the Premises (or such portion
of the Premises as is then subject to this Lease) for either one (1) additional
ten (10) year term, or two (2) consecutive additional five (5) year terms, at
ninety-five percent (95%) of "Market Rental Rates" (as hereinafter defined).
Tenant may exercise its option to extend the Lease Term only by written notice
to Landlord not later than eighteen (18) months prior to the date on which the
Lease Term otherwise would expire.  Upon such exercise of Tenant's option to
extend the Lease Term, Landlord and Tenant shall commence and diligently
continue to negotiate in good faith to reach agreement as to Market Rental
Rates (or other mutually agreed upon rental rates) for the extended Lease Term.
If on or before the date which is sixteen (16) months before the date on which
the Lease Term otherwise would expire (a) Landlord and Tenant have not agreed
upon Market Rental Rates (or other mutually agreed upon rental rates) for the
extended Lease Term, and (b) Tenant has not by written notice to Landlord
demanded that Market Rental Rates for the extended Lease Term be determined by
arbitration, then Tenant's option to extend the Lease Term shall terminate and
be of no further force or effect.  If Tenant so demands by written notice to
Landlord not later than sixteen (16) months prior to the date on which the
Lease Term would expire if not extended, Market Rental Rates for the extended
Lease Term shall be determined by arbitration, the cost of which shall be
equally divided between Landlord and Tenant except as provided below.  The
arbitration shall commence within twenty (20) days after Tenant's demand, and
be structured to ensure completion not later than twelve (12) months and ten
(10) days prior to the date on which the Lease Term would expire if not
extended.  If Tenant disagrees with the determination of the arbiter, Tenant
may withdraw its exercise of the extension option by written notice to Landlord
on or before the date which is twelve (12) months prior to the expiration of
the then current Lease Term, in which event Tenant shall pay the entire cost of
the arbiter and Landlord's reasonable out-of-pocket costs incurred in
preparation for and participation in the arbitration, including without
limitation, reasonable attorneys' fees (provided, however that the maximum
amount Tenant shall be obligated to reimburse Landlord for Landlord's
attorneys' fees in connection with any one arbitration shall not exceed the
amount equal to $5,000.00 multiplied by a fraction, the numerator of which is
the Index (as hereinafter defined) for the month which is three (3)





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<PAGE>   43

months before the date on which Tenant reimburses Landlord for such attorneys'
fees, and the denominator of which is the Index for the month which is three
(3) months before the Commencement Date).  "Market Rental Rate" shall mean the
then prevailing rental rate for comparable downtown office buildings for a
similar size requirement, inclusive of allowances for leasehold improvements,
concessions, and other inducements, including without limitation, relocation
allowances and brokerage commissions being offered to other tenants of similar
financial strength, with consideration for lease term, base years, and
operating expenses and taxes.  Market Rental Rate shall be determined taking
into account and assuming that Landlord would provide relocation allowances and
pay brokerage commissions being offered in connection with leases then being
offered to other tenants of similar financial strength, with consideration for
lease term, base years, and operating expenses and taxes, but, notwithstanding
the inclusion of such factors in the determination of Market Rental Rate,
Tenant shall receive no relocation allowance in connection with any renewal of
the Term of this Lease, and Landlord shall not be obligated to pay more than
two percent (2%) of aggregate Monthly Payment as a leasing commission in
connection with any renewal of the Term of this Lease.  At Tenant's discretion,
Tenant may require that all or any portion of the market allowances for
leasehold improvements, concessions, and other inducements ( excluding
relocation allowances and brokerage commissions):  (i) be furnished for
retrofitting or improving the Premises; or (ii) be retained by Landlord with an
offsetting reduction in Monthly Payment during the extended Lease Term.  Rent
for the extended Lease Term shall be allocated to each year using the constant
rental accrual method provided under Section 467 of the Internal Revenue Code.

                 B.       As used in this Lease, "Index" shall mean the revised
Consumer Price Index for all Urban Consumers, U.S.  City Average, all items
(1982-1984 = 100), not seasonally adjusted, published and issued by the Bureau
of Labor Statistics of the United States Department of Labor (the "Bureau of
Labor Statistics").  If the Index in its present form is discontinued or if the
basis on which it is now calculated shall be revised, the parties hereto shall
make an appropriate conversion to such revised Index on the basis of conversion
factors published by the Bureau of Labor Statistics; if such conversion factors
are not so obtainable, either party hereto may request the Bureau of Labor
Statistics to provide, when needed, an appropriate conversion or adjustment
which shall be applicable and binding on the parties hereto thereafter; if the
Bureau of Labor Statistics shall be unable or unwilling to provide such
appropriate conversion or adjustment, then another index recognized as
authoritative shall in good faith be substituted by Landlord.

         50.     RIGHT TO FIRST OFFER:

                 A.       Landlord hereby grants Tenant a perpetual right of
first offer ("Right of First Offer") to lease any portion of the 18th Floor of
the Building, and a perpetual right-of-second offer (after OKRA Marketing
Corporation's failure to exercise its right-of-first-refusal hereinafter
described) on all of the space on the fourteenth floor of the Building not
included in the Premises, except for and excluding 1,000 rentable square feet
on the fourteen floor of the Building, upon the terms and conditions (including
Monthly Payment per rentable square foot) as contained in the Lease and
applicable to the Premises at the pertinent time, including Prorated
Allowances, with rent pertaining to such Right of First Offer space allocated
to each year using the constant rental accrual method provided under Section
467 of the Internal Revenue Code.  Landlord shall notify Tenant of the location
and area of the space, and when such space will be available, and Tenant shall
have ten (10) business days after receipt of such notice to exercise its right
under this right-of-offer.  Tenant's exercise or failure to exercise this
right-of-first-offer shall not affect Tenant's expansion option described
below.  If Tenant does not exercise its right of offer with such ten (10)
business day period, Landlord may lease the offered space to a third party
within six (6) months of





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<PAGE>   44

the date of Landlord's notice of offer.  If such lease is not fully executed
within such six (6) month period, or upon the termination of such lease,
Tenant's right of offer shall again apply to such space.  If Tenant does
exercise its right of first offer as hereinabove provided, any space as to
which Tenant has exercised its right of first offer shall become a part of the
Premises, and Monthly Payment and Additional Rent for such space shall commence
on the earlier of (i) the date Tenant takes occupancy of said space, or (ii)
the later of (x) one hundred twenty (120) days after Tenant exercise of its
right-of-offer hereunder or (y) sixty (60) days after Landlord makes the space
available for construction of Tenant Improvements therein, plus one day for
each day of Landlord-caused delay in completing the Tenant Improvements in said
space.

                 B.       During the entire term of its lease, OKRA Marketing
Corporation ("OKRA") has a right of first refusal to lease the "Right of First
Refusal Space" on the same terms as offered to a third party.  OKRA has five
business days after notice to exercise its right of first refusal.  If any
material components of the third party offer are changed, OKRA is entitled to a
new notice and another five business days to exercise.  The Right of First
Refusal Space includes the last 9,600 rentable square feet on the 14th floor of
the Building, and other space on another floor not pertinent to Tenant's Lease.

         51.     STORAGE AREA:

                 A.       Landlord hereby leases to Tenant and Tenant hereby
rents and leases from Landlord, in addition to the Premises, the following
described space, herein called "Storage Space", containing two thousand (2000)
square feet of space within the Parking Garage, for use by Tenant for storage
during the initial Term of this Lease.  The location of the Storage Space is
shown on Exhibit "J" attached hereto.  Tenant shall pay rent, at the rate of
$8.00 per square foot per annum, payable in equal monthly installments, in
advance, on the first day of each month of the initial Lease Term, for the use
of the Storage Space.  Landlord will not provide Tenant any allowances for the
improvement of the Storage Space.  All costs and expenses required for the
improvement, maintenance and operation of the Storage Space during the Lease
Term shall be the sole responsibility of Tenant.  The Storage Space shall not
be included in the calculation of Tenant's Share.

                 B.       If Tenant renews the Term of this Lease as to the
Premises, the Term of this Lease shall be renewed for the same period as to the
Storage Space, and the rent for the Storage Space during any such extended
Lease Term shall be the Market Rental Rate for the Storage Space.

         52.     RELOCATION ALLOWANCE:  Within thirty (30) days after the
Commencement Date, provided Tenant has executed and delivered to Landlord a
completed "Commencement Date Agreement - Acknowledgement by Tenant"
substantially in the form attached hereto as Exhibit "E", Landlord shall pay,
as the "Relocation Allowance", five dollars ($5.00) per rentable square foot in
the Premises.  The Relocation Allowance shall be paid as follows: up to
$150,000.00 to the moving company responsible for Tenant's relocation into the
Premises, in payment of invoices Tenant has approved in writing to Landlord;
and the remainder, if any, shall be credited against the next due installments
of Monthly Payment.

         53.     OPTION TO EXPAND THE PREMISES:  Provided Tenant is not then in
default hereunder, or if a default has occurred hereunder, provided Tenant
cures such default within the period of notice and/or grace applicable to said
default, Tenant shall have the option to expand the Premises it is leasing
hereunder, as of the "Expansion Date", as hereinafter defined, by adding to the
Premises the "Expansion Space", as hereinafter defined.  Tenant may exercise
its option to expand the Premises only by written notice to Landlord (the
"Expansion Notice") not later than twelve (12) months prior to the Expansion
Date, which written notice shall specify the





                                      -41-


<PAGE>   45

Expansion Date and the number of rentable square feet Tenant desires to be
included within the Expansion Space.  The "Expansion Date" shall be any date
during the first three (3) months of the fourth, sixth or eighth years of the
Lease Term, specified by Tenant in the Expansion Notice.  The "Expansion Space"
shall be a single, reasonably configured, contiguous space located on the
eighteenth (18th) floor of the Building and shall contain not more than 14,000
rentable square feet, nor less than the lesser of (i) 2,000 rentable square
feet, or (ii) the smallest area on the eighteenth (18th) floor of the Building
which is unleased and contained within then existing demising walls on the date
Tenant exercises its option to expand the Premises under this Section 53.  The
location and configuration of the Expansion Space shall be reasonably
determined by Landlord.  Notwithstanding any other provision hereof, Landlord
shall not be obligated to provide to Tenant as an Expansion Space, and Tenant
shall not be entitled to lease as an Expansion Space, any space which if leased
to Tenant would leave Landlord with any contiguous unleased space on the
eighteenth (18th) floor of the Building containing less than 1000 rentable
square feet, unless Tenant agrees to include said contiguous unleased space
containing less than 1000 rentable square feet in the Expansion Space.  Tenant
shall pay Monthly Payment for use of the Expansion Space at the then current
rate of Monthly Payment per rentable square foot applicable to the Premises
under the Lease and such rate of Monthly Payment shall increase from time to
time as provided in the Lease.  Landlord shall provide to Tenant with respect
to the Expansion Space, on a per rentable square foot basis, a Tenant
Improvements Allowance, a Design Fee Allowance, a Parking Allowance and a
Relocation Allowance (collectively, the "Expansion Allowances"), except that
the Expansion Allowances shall be reduced by multiplying the per rentable
square foot amount of said allowances provided in the Lease with respect to the
initial Premises by a fraction, the numerator of which is the remaining unpaid
Monthly Payment due during the initial Lease Term as of the Expansion Date, and
the denominator of which is the total Monthly Payment for the initial Lease
Term (the "Prorated Allowance").  At Tenant's discretion, Tenant may require
that all or any portion of the Prorated Allowance: (i) be furnished for
improvement of the Expansion Space; or (ii) be retained by Landlord with an
offsetting reduction in Monthly Payment during the remaining Lease Term.  Rent
pertaining to the Expansion Space shall be allocated to each year using the
constant rental accrual method provided under Section 467 of the Internal
Revenue Code.  On or before the Expansion Date, Tenant shall use reasonable
efforts to obtain from the City of Tampa a valid building permit for the Tenant
Improvements to said Expansion Space, and Tenant shall use reasonable efforts
to commence (and thereafter diligently pursue to completion) construction of
said improvements to said Expansion Space within five (5) days after the
Expansion Date; any delay by Tenant in obtaining a building permit beyond the
Expansion Date or commencing and diligently pursuing construction shall be a
"Tenant Delay," as that term is defined in Exhibit "D" of the Lease.  Rent for
the Expansion Space shall commence five (5) days after substantial completion
of said Expansion Space, or in the event of Tenant Delay, five (5) days after
the date such substantial completion have been achieved except for such Tenant
Delay.

         54.     FOOD SERVICE:  Landlord shall exercise reasonable diligence to
maintain in the Building a restaurant or cafe appropriate for a first class
downtown office building, open during reasonable hours on Mondays through
Fridays, except holidays.  The failure of Landlord to maintain such a
restaurant or cafe in the Building shall not be a default by Landlord of
Landlord's obligations under this Lease, nor shall such failure entitle Tenant
to (i) any abatement of Rent or other sum due to Landlord under this Lease, or
(ii) terminate or modify any of Tenant's obligations under this Lease.

         55.     EXCLUSIVE USE ON FOURTEENTH FLOOR:  Landlord shall not lease
space, nor permit any sublease or assignment of space, on the fourteenth (14th)
floor of the Building to any insurance brokerage





                                      -42-


<PAGE>   46

or agency or any other tenant of which sells insurance (other than title
insurance), without Tenant's prior written consent.

         56.     TELECOMMUNICATIONS:

                 A.       Tenant and Tenant's telecommunications companies,
including but not limited to local exchange telecommunications companies and
alternative access vendor services companies ("Telecommunications Companies"),
shall have no right of access to and within the Property or the Building, for
the installation and operation of telecommunications systems including but not
limited to voice, video, data, and any other telecommunications services
provided over wire, fiber optic, microwave, wireless, and any other
transmission systems, for part or all of Tenant's telecommunications within the
Building, and from the Building to any other location (hereinafter collectively
referred to as "Telecommunications Systems"), without Landlord's prior written
consent, which consent Landlord shall not unreasonably withhold, but which
consent may be subject to such conditions as Landlord may reasonably impose.
Provided, however, Landlord hereby licenses Tenant and through Tenant, its
Telecommunications Companies approved in advance in writing by Landlord prior
to the commencement of any work, the right to install, repair and maintain
Tenant's Telecommunications Systems at Tenant's sole cost and expense, to the
extent the same are depicted on the attached schedule of plans, schematics, and
specifications marked as Exhibit "C", subject to such conditions as Landlord
may reasonably impose.  Landlord agrees that it will not unreasonably withhold
its approval of Tenant's Telecommunications Companies, and that it will approve
Fairchild Communications Services Company, MFS, ICI and/or GTE as Tenant's
Telecommunications Companies, subject to said companies' entering into
agreements acceptable to Landlord governing the conditions of said companies'
access to and within the Building for the installation and operation of
Telecommunications Systems.  Landlord further agrees that it will negotiate in
good faith with Tenant's approved Telecommunications Companies with respect to
agreements between Landlord and said Telecommunications Companies for access to
and within the Property or the Building, for the installation and operation of
Telecommunications Systems.

                 B.       If at any time hereafter, Tenant's Telecommunications
Companies or appropriate governmental authorities relocate the point of
demarcation from the location of Tenant's telecommunications equipment in the
Tenant's telephone equipment room on Tenant's floor ("Rate Demarcation Point"
or "RDP"), to some other point, or in any other manner transfer any obligations
or liabilities for telecommunications to the Landlord or Tenant, whether by
operation of law or otherwise, upon Landlord's election, Tenant shall, at
Tenant's sole expense and cost: (1) within thirty (30) days after notice is
first given to Tenant of Landlord's election, cause to be completed by an
appropriate telecommunications engineering entity approved in advance in
writing by Landlord, all details of the Telecommunications Systems serving
Tenant in the Building which details shall include all appropriate plans,
schematics, and specifications; and (2) immediately undertake the operation,
repair and maintenance of the Telecommunications Systems serving Tenant in the
Building; and (3) promptly upon the termination of the Lease for any reason, or
upon expiration of the Lease, effect the complete removal of all or any portion
or portions of the Telecommunications Systems serving Tenant in the Building
and the repair of any damage to the Building caused by the installation, use
maintenance or removal of said Telecommunications Systems serving Tenant in the
Building.

         Prior to the commencement of any alterations, additions, or
modifications to the Telecommunications System serving Tenant in the Building,
except for minor changes, Tenant shall first obtain Landlord's prior written
consent by written request accompanied by detailed plans, schematics, and
specifications showing all alterations, additions and modifications to be
performed, with a time schedule for completion of the work and the identity of
the





                                      -43-


<PAGE>   47

entity which will perform the work, for which Landlord shall not unreasonably
withhold consent, but which consent may be subject to such conditions as
Landlord may reasonably impose.

                 C.       Without limiting Landlord's right to reasonably
withhold its consent to a proposed request for access, or addition, alteration,
or modification of the Telecommunications System serving Tenant in the
Building, the withholding of such consent will be deemed reasonable if:

                 (i)      In the reasonable judgment of Landlord, the proposed
                          actions of the Tenant and its Telecommunications
                          Company causes new obligations to be imposed on
                          Landlord, causes any exposure of Landlord to any
                          liability of any nature or description, causes
                          Landlord's insurance premiums for the Building to
                          increase (unless Tenant agrees in writing to
                          reimburse Landlord for the amount of such increase in
                          Landlord's insurance premiums), causes Landlord's
                          insurance coverage to be imperiled, or causes
                          liabilities for which Landlord is unable to obtain
                          insurance protection;
                (ii)      In the reasonable judgment of Landlord, the Tenant's
                          Telecommunications Company is unwilling to pay
                          reasonable monetary compensation for the use and
                          occupation of the Building for the Telecommunications
                          System, provided Landlord shall not charge Tenant's
                          Telecommunications Company more than Landlord would
                          seek to charge any other  Telecommunications Company
                          requesting an agreement with Landlord at that time
                          for similar access to the Building;
               (iii)      In the reasonable judgment of Landlord, the Tenant's
                          Telecommunications Company would cause any work to be
                          performed that would materially and adversely affect
                          the Property and Building or any space in the
                          Building in any manner;
                (iv)      Tenant encumbers or mortgages its interest in any
                          telecommunications wiring or cabling, whether copper,
                          fiber, or through any other type connectivity; or
                 (v)      Tenant is in default under this Lease, beyond
                          applicable grace and cure periods.

                 D.       Tenant will indemnify and hold harmless Landlord and
its employees, agents, officers, and directors from and against any claims,
demands, penalties, fines, liabilities, settlements, damages, costs, or
expenses of any kind or nature, known or unknown, contingent or otherwise,
arising out of or in any way related to the acts and omissions of Tenant,
Tenant's officers, directors, employees, agents, contractors, subcontractors,
subtenants, and invitees with respect to (1) and Telecommunications Systems
serving the Tenant in the Building which are on, from, or affecting the
Property and Building; (2) any personal injury (including wrongful death) or
property damage (real or personal) arising out of or related to any
Telecommunications Systems serving the Tenant in the Building which are on,
from, or affecting the Building; (3) any lawsuit brought or threatened,
settlement reached, or governmental order relating to such Telecommunications
Systems; (4) any violations of laws, orders, regulations, requirements, or
demands of governmental authorities, or any reasonable policies or requirements
of Landlord, which are based upon or in any way related to such
Telecommunications Systems, including, without limitation, attorney and
consultant fees, court costs, and litigation expenses.  This indemnification
and hold harmless agreement will survive this Lease.  Under no circumstances
shall the Landlord be required to maintain, repair or replace any
Telecommunications Systems or any portions thereof.  Under no circumstances
shall the Landlord be liable for interruption in telecommunications services or
surges, or for any other cause whatsoever (except for Landlord's gross
negligence or willful misconduct), whether by Act of God or otherwise, even if
the same





                                      -44-


<PAGE>   48

is caused by the ordinary negligence of Landlord, the Landlord's contractors,
subcontractors, or agents or other Tenants, subtenants, or their contractors,
subcontractors, or agents.

         57.     INTERNAL STAIRWAYS:  Landlord shall permit Tenant to use
Building stairways for access between floors of the Premises, provided Tenant
complies with applicable fire and building codes and such rules and regulations
as Landlord may reasonably impose.  Tenant shall pay to Landlord, as Additional
Rent, any additional costs or expenses incurred by Landlord because of such use
of the stairways by Tenant or by Tenant's employees, agents, contractors or
invitees, which additional costs or expenses Landlord would not incur if
Landlord did not permit Tenant to use the Building stairways for access between
adjacent floors of the Premises; provided, however, that this sentence shall
not be construed to apply to any liability for injury, expense, damage,
liability or claim resulting from Landlord's negligence or Landlord's failure
to maintain said stairways as provided by the express provisions of this Lease.
Tenant shall be solely responsible for the installation and maintenance of
locks and keys for the doors providing ingress to and egress from the stairways
on the floors of the Building on which the Premises are located, the design and
operation of which locks and keys shall be subject to such requirements as
Landlord may reasonably impose.  As a material condition to Landlord's
agreement to allow the use of Building stairways for access between floors of
the Premises by Tenant and Tenant's employees, agents, contractors or invitees,
Tenant agrees that Landlord shall have no liability for, and Tenant releases
Landlord from any liability for, any injury, expense, damage, liability or
claim, whether due to damage to the Premises, claims for injuries to the person
or property of Tenant, or administrative or criminal action by a governmental
authority, where such injury, expense, damage, liability or claim results
either directly or indirectly from the use of Building stairways by Tenant or
Tenant's employees, agents, contractors or invitees, unless such injury,
expense, damage, liability or claim results from Landlord's negligence or
Landlord's failure to maintain said stairways as provided by the express
provisions of this Lease.  Landlord shall have no obligation to monitor,
inspect or maintain the Building stairways at a level greater than Landlord's
obligation would be if Landlord did not if allow the use Building stairways for
access between floors of the Premises by Tenant and Tenant's employees, agents,
contractors or invitees.  Tenant shall promptly notify Landlord of any
condition in the Building stairways requiring repair or maintenance.  Tenant
hereby indemnifies and holds Landlord harmless from and against any injury,
expense, damage, liability or claim, including, but not limited to, court costs
and attorneys' fees, imposed on Landlord by any person whomsoever, whether due
to damage to the Premises, claims for injuries to the person or property of any
other tenant of the Building or the Property or of any other person in or about
the Building or the Property for any purpose whatsoever, or administrative or
criminal action by a governmental authority, where such injury, expense,
damage, liability or claim results either directly or indirectly from the
negligent or improper use of Building stairways by Tenant or Tenant's
employees, agents, contractors or invitees.  Landlord may terminate Tenant's
right to use the Building stairways for access between adjacent floors of the
Premises if Landlord incurs material additional costs, expenses or liabilities
because of such use for which Tenant does not fully compensate Landlord, or if,
after reasonable notice to Tenant, Tenant's employees, agents, contractors or
invitees continue to smoke in the stairwells or otherwise violate Landlord's
reasonable rules and regulations regarding such use of the stairwells.




                    (Signatures begin on following page.)




                                      
                                     -45-


<PAGE>   49

         IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals on the day and year first above written.


<TABLE>
<S>                                                <C>
Signed, sealed and                                 *TENANT:
delivered in the
presence of:                                       POE & BROWN, INC., a Florida corporation
                                           
                         
/s/ Wayne H. Carter, III                           By: /s/ Bruce G. Geer                                 
------------------------                              ----------------------------(SEAL)
                                                      Name:   Bruce G. Geer
                                                          ------------------------------
/s/ Thomas G. Cole                                    As Its: Executive Vice President
------------------------                                      --------------------------

/s/ Brenda L. McGehee                                 By: /s/ Laurel J. Lenfestey
------------------------                              ----------------------------(SEAL)
                                                      Name: Laurel J. Lenfestey
                                                           -----------------------------
/s/ David J. Powell                                   As Its:  Secretary
------------------------                                     ---------------------------
</TABLE>


                   
Note:  *         If Tenant is a corporation, two authorized corporate officers 
                 must execute this Lease in their appropriate capacity for 
                 Tenant, affixing the corporate seal.

                                                         (CORPORATE SEAL)

Following execution, four (4) original counterparts of this Lease shall be 
returned to Landlord.

                                    LANDLORD:                                
                                                                             
                                    SOUTHEAST FINANCIAL CENTER               
                                    ASSOCIATES, a Florida general            
                                    partnership                              
                                                                             
                                    By: LANDMARKS-CPL I, Ltd., a             
                                        Georgia limited partnership,         
                                        as a general partner                 
                                                                             
                                        By: LANDMARK SEVENTY, L.P., a        
                                            Georgia limited partnership,     
                                            as the sole general partner      
                                            of Landmarks-CPL I, Ltd.         
                                                                             
                                             By: THE LANDMARKS GROUP         
                                                 PROPERTIES CORPORATION,     
                                                 a Georgia corporation,      
Signed, sealed and                               as the sole general         
delivered in the                                 partner of Landmark         
presence of:                                     Seventy, L.P.               
                                                                             
/s/ Tracy O'Connor                               By: /s/ Henry Faison
-----------------------                             ---------------------------
                                                    Its: Chairman of the Board
/s/ Candice Thomas                                       ----------------------
-----------------------                          Attest: /s/ Elizabeth M. Steed 
                                                         ----------------------

                                                    Its: Asst. Secretary
                                                         ----------------------
                                                                             
                                                      (CORPORATE SEAL)       










                                      -46-




<PAGE>   1
                                                                   EXHIBIT 10(n)



                                PROMISSORY NOTE


$250,000.00                                                     JANUARY 20, 1995


         FOR VALUE RECEIVED, the undersigned, WILLIAM F. POE, SR. (the
"Maker"), promises to pay to the order of POE & BROWN, INC. (the "Payee") in
lawful money of the United States of America, the principal sum of Two Hundred
Fifty Thousand Dollars ($250,000.00), together with interest at the rate of
7.125% per annum (the London Interbank Offer Rate ("LIBOR") rate for a six-
month interest period as published in The Wall Street Journal on Tuesday,
January 17, 1995, plus .5%) on the outstanding principal balance thereof, such
sum to be paid in full no later than July 20, 1995.

         All payments hereunder shall be made to the Payee in immediately
available funds at 220 South Ridgewood Avenue, Daytona Beach, Florida  32115 or
at such other address in the United States as the Payee may designate.

         This Note may be prepaid at any time in whole or in part without
premium or penalty.

         In the event that the Maker shall make an assignment for the benefit
of creditors, or shall admit in writing his inability to pay his debts as they
become due, or shall file a voluntary petition in bankruptcy, or shall be
adjudicated bankrupt, or shall file any petition or answer seeking an
arrangement, composition, readjustment of
 similar relief with creditors under
any present or future statute, or shall file any answer admitting or not
contesting the material allegations filed against him in such proceeding, or
shall seek to or consent to or acquiesce in the appointment of any trustee or
receiver for himself for all or any substantial part of his properties, or is
the subject of any other bankruptcy, insolvency or similar proceeding which is
not discharged within sixty (60) days of the filing thereof, then, upon the
occurrence of any such event, the total unpaid principal amount owing hereunder
may be declared immediately due and payable at the option of the Payee by
written notice to the Maker, whereupon all such amounts shall become
immediately due and payable without presentment, demand for payment, notice of
dishonor, protest or any other notice of any kind, all of which are hereby
expressly waived by the Maker.

         If the principal of this Note or any portion hereof shall not be paid
when due, whether by acceleration or otherwise, the same shall bear interest
for any period during which the same shall be overdue at the rate of twelve
percent (12%) per annum.

<PAGE>   2


         The acceptance by the holder of any installment of principal or
interest after any default hereunder shall not operate to extend the time of
payment of any amount then remaining unpaid hereunder or constitute a waiver of
any of the other rights of the holder hereunder.

         In the event the indebtedness evidenced by this Note is not paid when
due, the Maker agree to pay all costs of collection incurred by Payee,
including reasonable attorneys' fees.

         It is understood and agreed that the Maker shall be jointly and
severally liable for all obligations evidenced by or arising pursuant to this
Promissory Note.

         This Note shall be governed by and construed in accordance with the
laws of the State of Florida and, at Payee's option, suit may be brought to
enforce payment hereof in the Circuit Court in and for Volusia County, Florida.

         It is understood and agreed that the loan transaction giving rise to
the obligation represented by this Promissory Note is subject to and contingent
upon the approval of the Board of Directors of Poe & Brown, Inc. at its regular
meeting on January 20, 1995.  In the event that the Board does not approve the
loan transaction, any monies supplied to Poe in connection with this
transaction shall be immediately returned to Poe & Brown, Inc., and, effective
upon Poe & Brown, Inc.'s receipt of such funds, this Promissory Note, and any
other agreements memorializing this transaction shall be deemed null and void.

         IN WITNESS WHEREOF, the undersigned Maker has executed this Promissory
Note as of the date below written.



<TABLE>
<S>                                     <C>
WITNESS:                                WILLIAM F. POE, SR.

                      

/s/ Laurel J. Lenfestey                 /s/ William F. Poe, Sr.
-----------------------                 --------------------------------
                                        William F. Poe, Sr.

                  
                                        Dated:  1-19-95
                                              --------------------------
</TABLE>


<PAGE>   3

                               SECURITY AGREEMENT


         THE UNDERSIGNED, WILLIAM F. POE, SR. ("Poe"), a resident of the State
of Florida, with his principal place of business at 100 North Ashley Street,
Suite 504, Tampa, Florida  33602, hereby grants to POE & BROWN, INC. ("Poe &
Brown"), a Florida corporation, a security interest in the property described
in Schedule A attached hereto and made a part hereof (hereafter called
"Collateral").


                 1.  Background; Grant of Security Interest.  This Agreement is
entered into in connection with that certain Promissory Note dated of even date
herewith among Poe & Brown and Poe (the "Note").  Under the Note, Poe is
required to make a payment in the future to Poe & Brown.  Poe hereby grants to
Poe & Brown a first lien on, in, to, and under the Collateral as collateral
security for the prompt and complete performance by Poe of the Obligations as
defined in Paragraph 2.  The purpose of this Agreement is to collateralize
Poe's performance of the Obligations by granting a security interest in the
Collateral.


                 2.  Obligations Defined.  This Grant is made for the purpose
of securing payment of the following obligations of Poe to Poe & Brown
(collectively, the "Obligations").

                 (a) A promissory note of even date herewith executed by Poe
         and made payable to Poe & Brown, a copy of which is attached hereto as
         Schedule "B" and incorporated herein; and

                 (b)  Any and all extensions and renewals of or substitutes for
         any of the foregoing indebtedness, obligations, and liability or any
         part thereof.


                 3.  Representations and Warranties.  Poe represents, warrants,
                     and agrees as follows:

                 (a)  Poe's chief place of business is the address shown above,
         and Poe shall promptly give Poe & Brown written notice of any change.
         The security interest granted herein shall attach to the Collateral no
         matter where it may be located.

                 (b)  Upon demand, Poe shall execute and deliver to Poe & Brown
         such papers as may be necessary or appropriate to establish and
         maintain a valid perfected first priority security interest in the
         Collateral.

<PAGE>   4



                 (c)  All information supplied and statements made by or on
         behalf of Poe in any financial, credit, or accounting statement or
         application for credit prior to, contemporaneous with, or subsequent
         to the execution of this Agreement are and shall be true, correct,
         complete, valid and genuine.

                 (d)  Poe may not sell, lease, pledge, or further encumber or
         dispose of the Collateral without the prior written consent of Poe &
         Brown, which consent shall not be unreasonably withheld.


                 4.  Affirmative Covenants.  Poe covenants and agrees that,
from the date hereof until full payment of the Obligations, or until earlier
expiration or termination of the Obligations in accordance with the terms
thereof, unless Poe & Brown otherwise agrees in writing, Poe shall:

                 (a)  With respect to obligations arising after January 20,
         1995, pay and discharge all taxes, general and special, charges and
         assessments, and other governmental obligations, which may have been
         or shall be levied, charged, or assessed on or against the Collateral
         before they become delinquent and pay and discharge on or before their
         due date any and all other lawful claims and demands whatsoever with
         respect to the collateral;

                 (b)  Allow Poe & Brown for reasonable business purposes by or
         through any of their officers, agents, attorneys, or accountants
         designated by them for the purpose of ascertaining whether or not each
         and every provision hereof and of any related agreement, instrument,
         and document is being performed and for the purpose of examining the
         Collateral and the records relating thereto, to enter the offices of
         Poe to examine or inspect any of the properties, books, and financial
         records relating to the Collateral, and to discuss the affairs,
         finances, and accounts (relating to the Collateral) with Poe all at
         such reasonable times.

                 (c)  Defend the Collateral against all claims and demands of
         all persons at any time claiming the same or any interest therein that
         arise from acts or events subsequent to the Closing of the Note and,
         in the event Poe & Brown's security interest in the Collateral, or
         part thereof, would be impaired by an adverse decision, if Poe does
         not contest or defend such claim or demand, allow Poe to contest or
         defend any such claim or demand in Poe' name and pay, upon demand, Poe
         & Brown's reasonable costs, charges, and expenses, including, without
         limitation, attorneys' fees, incurred by Poe & Brown in connection
         therewith;





                                      2

<PAGE>   5

                 (d)  Keep complete and accurate books and records reflecting
         all facts concerning the Collateral, and pertaining to the Obligations
         and Poe' covenants under this Agreement;

                 (e)  Comply with all laws, ordinances, and rules and
         regulations applicable to the Collateral and operation of the business
         associated therewith of any Federal, state, or local government or any
         instrumentality or agency thereof;

                 (f)  Promptly advise Poe & Brown of the happening of an Event
         of Default or the existence of a state of facts which by the passage
         of time, the giving of notice, or both, would constitute an Event of
         Default.


                 5.  Events of Default.  Subject to the provisions of the Note,
Poe will be in default upon any of these events or conditions (hereafter called
an "Event of Default"):

                 (a)  Failure to make punctual payment when due of any of the
         Obligations or a material breach of this Agreement, the Note or the
         Note;

                 (b)  Sale or assignment or further encumbrance (except as
         authorized by this Agreement), of the Collateral or any interest in
         the Collateral or the filing of suit for the purpose of or the making
         of any levy, seizure, or attachment thereof or thereon; or

                 (c)  Poe's insolvency, forfeiture of right to do business,
         business failure, appointment of a receiver of any part of the
         property of, the calling of any meeting of, or the assignment for the
         benefit of creditors by, or the commencement of any  proceeding under
         any bankruptcy or insolvency laws by or against Poe.


                 6.  Remedies.

                 (a)  Prior to exercising any remedy or action based on an
         Event of Default, Poe & Brown shall be required to notify Poe of the
         Event of Default, and Poe shall have ten (10) days from Poe's receipt
         of notice of the Event of Default within which to cure an Event of
         Default.  The notice shall be sent in writing and shall specify the
         nature of the Event of Default.  If Poe fails to cure the default
         within such ten (10) day period, Poe & Brown may declare all or any of
         the Obligations immediately due and payable and will have the rights
         and remedies of a secured party under the Uniform Commercial Code of
         Florida and otherwise including, without limitation, the





                                      3

<PAGE>   6

         right to take possession of the Collateral, and no such action shall
         operate as a waiver of any other right or remedy of Poe & Brown under
         the terms hereof, any other agreement, instrument or document executed
         and delivered to Poe & Brown pursuant to the terms hereof, or the law,
         all rights and remedies of Poe & Brown being cumulative and not
         alternative.

                 (b)  No act, delay, omission or course of dealing between Poe
         and Poe & Brown will be a waiver of any of Poe & Brown's rights or
         remedies under this Agreement and no waiver, change, modification or
         discharge in whole or in part of this Agreement or of any of the
         Obligations will be effective unless in a writing signed by Poe &
         Brown.  A waiver by Poe & Brown of any rights or remedies under the
         terms of this Agreement or with respect to any of the Obligations on
         any occasion will not be a bar to the exercise any right or remedy on
         any subsequent occasion.  All rights and remedies of Poe & Brown
         hereunder are cumulative and may be exercised singly or concurrently
         and the exercise of any one or more of them will not be a waiver of
         any other.


                 7.  Notices.  Any and all notices required or permitted to be
given under this Agreement may be given to the parties to this Agreement by
United States mail at their respective addresses appearing in the Note or by
manual delivery.  Notice given by mail shall be deemed given when deposited in
the United States mail properly addressed with first class postage, prepaid and
mailed by certified mail, return receipt requested.


                 8.  Miscellaneous.

                 (a)  Entire Agreement and Amendments.  This Agreement and the
         Promissory Note collectively set forth the entire understanding of the
         parties hereto, superseding all prior agreements, and no modification,
         rescission, waiver, release or amendment of any provision of this
         Agreement shall be made except by a written agreement subscribed by
         Poe & Brown and the duly authorized officers of all of the corporate
         parties.

                 (b)  Captions.  The titles and captions contained herein are
         for convenience only and shall not be deemed a part of the text of
         this Agreement.

                 (c)   Prevailing Parties.  The parties hereto agree that in
         the event it becomes necessary for either party to seek judicial
         remedies for the breach or threatened breach of this Agreement, the
         prevailing party in any such action shall be entitled, in addition to
         all other remedies, to recover from





                                      4

<PAGE>   7

         the non-prevailing parties all costs of such judicial action,
         including reasonable attorneys' fees both at the trial court and
         appellate court level.

                 (d)  Counterparts.  This Agreement may be executed in
         counterparts, each of which shall be deemed to be an original and
         shall be binding upon the parties who executed the same, but all of
         such counterparts shall constitute one and the same agreement.

                 (e)  Waiver.  No delay or failure of Poe & Brown in exercising
         any right, power or privilege hereunder shall affect such right, power
         or privilege, nor shall any single or partial exercise preclude any
         further exercise thereof or the exercise of any other rights, powers
         or privileges.

                 (f)  Survival.  The Agreement, the security interest hereby
         granted to Poe & Brown by Poe and every representation, warranty,
         covenant, promise and other term herein contained shall survive until
         the Obligations have been paid in full or until the Obligations
         otherwise terminate or expire in accordance with the terms hereof.

                 (g)  Successors and Assigns.  This Agreement shall be binding
         upon and inure to the benefit of the parties hereto and their
         respective successors and assigns, provided, however, that Poe shall
         not assign, voluntarily, by operation of law or otherwise, any of its
         rights hereunder without the prior written consent of Poe & Brown and
         any such attempted assignment without such consent shall be null and
         void.

                 (h)  Termination.  At such time as the Obligations are paid in
         full, Poe & Brown shall execute any and all termination statements and
         other documents, in form for filing or recording, as shall be required
         to eliminate its security interest in the Collateral.

                 (i)  Agreement Subject to Board Approval.
         Notwithstanding any other provision contained herein, it is understood
         and agreed that the loan transaction memorialized by this Agreement is
         subject to and contingent upon the approval of the Board of Directors
         of Poe & Brown at its regular meeting on January 20, 1995.  In the
         event that the Board does not approve the loan transaction, any monies
         supplied to Poe in connection with the transaction shall be
         immediately returned to Poe & Brown, and, effective upon Poe & Brown's
         receipt of such funds, any agreements memorializing the transaction
         shall be deemed null and void, and without further effect.





                                      5

<PAGE>   8


         IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be executed by a duly authorized officer this 20th day of January, 1995.



<TABLE>
<S>                                        <C>
WITNESSES:                                 POE & BROWN, INC.


                                                                     

/s/ Laurel J. Lenfestey                    By: /s/ J. Hyatt Brown
-----------------------                       ----------------------------
                                              J. Hyatt Brown
                                              President

/s/ Timothy L. Young                       Date: January 20, 1995
-----------------------                         --------------------------
as to Poe & Brown 


                                           WILLIAM F. POE, SR.



/s/ Laurel J. Lenfestey                    /s/ William F. Poe, Sr.
-----------------------                    -------------------------------
                                           William F. Poe, Sr.

/s/ Timothy L. Young
-----------------------
as to Poe
</TABLE>






                                      6

<PAGE>   9





                                   SCHEDULE A



Twenty Thousand (20,000) shares of Poe & Brown, Inc. Common Stock, as
represented by Certificate No(s). POBR 1397, supplied to Poe & Brown, Inc. 
together with executed stock powers pertaining to same.





                                      7



<PAGE>   1
 
                                                                      EXHIBIT 11
 
                STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
 

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                                 ------------------------------
                                                                  1994        1993       1992
                                                                 -------     ------     -------
                                                                   (IN THOUSANDS, EXCEPT PER
                                                                          SHARE DATA)
<S>                                                              <C>         <C>        <C>
Average shares outstanding.....................................    8,447      8,295       8,265
Net effect of dilutive stock options, based on the treasury
  stock
  method.......................................................       77        130         158
                                                                 -------     ------     -------
          Total shares used in computation.....................    8,524      8,425       8,423
                                                                 =======     ======     =======
Income from continuing operations..............................  $13,285     $8,003     $ 4,141
Loss from discontinued operations, net of taxes................       --         --      (1,580)
                                                                 -------     ------     -------
Net income.....................................................  $13,285     $8,003     $ 2,561
                                                                 =======     ======     =======
Income (loss) per share:
  Continuing operations........................................  $  1.56     $ 0.95     $  0.49
  Discontinued operations......................................       --         --       (0.19)
                                                                 -------     ------     -------
  Net income...................................................  $  1.56     $ 0.95     $  0.30
                                                                 =======     ======     =======
</TABLE>






<PAGE>   1
                                                                      EXHIBIT 13

                           SELECTED FINANCIAL DATA



<TABLE>
<CAPTION>
(in thousands of dollars and shares, except per share data)                   Year Ended December 31,
                                                       1994            1993            1992          1991             1990
------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>             <C>             <C>             <C>
Commissions and fees (1)                            $   93,826     $   92,350      $   86,127      $    79,859     $   77,494  
Total revenues (2)                                  $   99,507     $   95,570      $   89,310      $    82,999     $   79,698  
Total expenses                                      $   79,155     $   82,638      $   80,989      $    72,196     $   69,946  
Income before taxes and loss from                                                                                       
  discontinued operations                           $   20,352     $   12,932      $    8,321      $    10,803     $    9,752
Income from continuing operations                   $   13,285     $    8,003      $    4,141      $     6,681     $    6,085
Net income (2,3)                                    $   13,285     $    8,003      $    2,561      $     5,876     $    5,895
Income per share from                                                                                                
  continuing operations                             $     1.56     $      .95      $      .49      $       .81     $      .73
Net income per share (2,3)                          $     1.56     $      .95      $      .30      $       .71     $      .71
Weighted average number of                                                                                           
  shares outstanding                                     8,524          8,425           8,423            8,243          8,285
Dividends paid per share                            $      .42     $      .40      $      .40      $       .32     $      .32
Total assets                                        $  139,335     $  133,329      $  127,591      $   114,818     $  119,413
Long-term debt                                      $    7,430     $   17,316      $   18,423      $    18,687     $   14,594
Shareholders' equity (4)                            $   44,044     $   27,218      $   21,319      $    22,291     $   18,057
</TABLE>
                                                                

(1)     See Note 3 to consolidated financial statements for information
        regarding business purchase transactions which impact the comparability
        of this information.

(2)     During 1994 the Company sold 150,000 shares of its investment in the
        common stock of Rock-Tenn Company for $2,314,000, resulting in a net
        after-tax gain of $1,342,000, or $.16 per share.

(3)     During 1994
 the Company reduced its general tax reserves by $700,000,
        or $.08 per share, as a result of reaching a settlement agreement with
        the Internal Revenue Service on certain outstanding examination issues.
        See Note 9 to consolidated financial statements.

(4)     Shareholders' equity as of December 31, 1994 increased $5,341,000 as a
        result of the Company's adoption of SFAS 115, "Accounting for Certain
        Investments in Debt and Equity Securities." See Note 1 to consolidated
        financial statements.


        [GRAPH See Appendix]      [GRAPH See Appendix]      [GRAPH See Appendix]



                                                                               1

<PAGE>   2
                     POE & BROWN AT A GLANCE

<TABLE>
<CAPTION>
<S>                                 <C>
Poe & Brown, Inc. is                National Programs                                                                  
                                                                                                                       
                                    The National Programs Division works with insurers to develop proprietary          
ranked as the 12th largest          insurance programs for targeted market segments, promotes those programs           
                                    through a variety of channels and distributes them through independent agent       
                                    networks.                                                                          
insurance agency in the                                                                                                
                                    PROGRAMS AND SUBSIDIARIES                                                          
                                                                                                                       
nation and the 19th                 -       Automobile Dealers Protector Plan                                          
                                                                                                                       
                                    -       Health Care Insurers, Inc.                                                
largest world-wide by                                                                                                  
                                    -       Insurance Administration Center                                            
                                                                                                                       
                                    -       Jordan, Roberts & Co.                                                      
BUSINESS INSURANCE                                                                                                     
                                    -       Lawyer's Protector Plan(R)                                                 
                                                                                                                       
                                    -       Optometric Protector Plan(R)                                               
                                                                                                                       
                                    -       Physicians Protector Plan(R)                                               
     [GRAPH]                                                                                                           
                                    -       Professional Protector Plan(R)                                             
                                                                                                                       
The above graph shows               -       Professional Services Program                                              
revenues by division.                                                                                                              
                                    -       Towing Operators Protector Plan(R)                                         
                                                                                                                       
                                    -       Underwriters Services, Inc.                                                
                                                                                                                       
                                                                                                                       
                                    -       OFFICE LOCATIONS                                                           
                                                                                                                       
                                            Colorado Springs, CO                    Orlando, FL                        
                                            Glastonbury, CT                         Tampa, FL                          
                                                                                                                       
                                    -       AGENCIES AND BROKERS                                                       
                                                                                                                       
                                                                                                                       
                                    National Programs distribution system is actually several networks, comprised      
                                    of 273 independent insurance agencies and over 2,000 brokers operating in all                  
                                    50 states, plus the District of Columbia, Puerto Rico and the U.S. Virgin          
                                    Islands. Each network is specially structured to serve a specific niche            
                                    professional or industry group.                                                    


                                              [GRAPHIC described above]

</TABLE>


4

<PAGE>   3

Retail Operations

The Retail Operations Division provides commercial property and casualty
insurance for medium and large accounts, as well as for small commercial and
individual clients. Products range from personal insurance programs to
the complexities of large commercial clients.

PROGRAMS AND SERVICES

-       Property and casualty insurance for commercial and industrial
        operations of all types

-       Personal insurance

-       Workers' compensation

-       Inland and wet marine

-       Employee benefit plans

-       Bonds

OFFICE LOCATIONS

Phoenix, AZ             Naples, FL
San Francisco, CA       Orlando, FL
Brooksville, FL         Sarasota, FL
Daytona Beach, FL       Tampa, FL
Fort Lauderdale, FL     West Palm Beach, FL
Fort Myers, FL          Winter Haven, FL
Jacksonville, FL        Atlanta, GA
Kissimmee, FL           Clark, NJ
Leesburg, FL            Somerset, NJ
Melbourne, FL           Charlotte, NC
Miami, FL               Houston, TX

Brokerage Operations

The Brokerage Operations respond to the specialized needs of independent
agents and brokers through two operating subsidiaries.

HALCYON UNDERWRITERS, INC.

-       Provides wholesale insurance to more than 100 retail insurance
        agencies in Florida, 50 in Georgia and 50 in Alabama.

-       Provides commercial coverage for restaurants, contractors, wholesalers
        and manufacturers.

-       Specializes in umbrella policies and inland marine coverage.

-       Provides casualty insurance for situations normally considered
        high hazard risks.

MACDUFF UNDERWRITERS, INC.

-       Acts as an intermediary, broker and wholesaler for standard
        carriers and excess and surplus line carriers. It specializes
        in placing difficult product liability, general liability and
        property coverages.

-       Also acts as a managing general agent for programs that insure
        service stations, automobiles, trucking companies, property and
        general liability risks.

OFFICE LOCATIONS

Daytona Beach, FL               Orlando, FL

Service Operations

The Service Operations respond to the needs of companies who conduct their own
self-insurance programs.

UNITED SELF-INSURED SERVICES

-       Administers workers' compensation coverage for some 2,000 self-insured
        employers with a combined payroll of $1.7 billion.

-       Handles claims, loss control services, rehabilitation, safety
        inspections, cost containment and related services.

POE & BROWN BENEFITS

-       Provides employee benefits consultation and third-party administration
        of self-insured employee benefit plans.

-       Services include benefit plan design and analysis, self-insured
        cost analysis, rate setting, claims analysis and utilization. 
        Third-party administration includes claims adjudication, benefit 
        analysis and administration using advanced software.

-       Clients include hospitals, nursing homes, municipalities,
        manufacturers, hotels and motels, auto dealerships, retailers, 
        professional service firms and purchasing coalitions.

OFFICE LOCATIONS

Daytona Beach, FL               Orlando, FL

Poe & Brown's Retail, Brokerage and Service Operations serve a vast array of
clients through sales offices located in seven states.

                            [MAP described above]


                                                                               5

<PAGE>   4


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS

General
The Company's revenues are principally comprised of commissions paid by
insurance companies, fees paid directly by clients, and investment income.
Commission revenues generally represent a percentage of the premium paid by the
insured and are materially affected by fluctuations in premium rate levels
charged by insurance underwriters and available insurance capacity. Revenues
are also affected by acquisitions, development of new and existing association
programs, and fluctuations in insured values and in the volume of business from
new and existing clients. Contingent commissions are paid to the Company by
insurance carriers based upon the volume and profitability of the business
placed with such carriers by the Company.
        Fee revenues are substantially generated by the Service Operations
Division whereby the Company offers administration and benefit consulting
services primarily in the workers' compensation and employee benefit
self-insurance markets. Florida's legislative reform of workers' compensation
insurance, as well as certain market reforms, have resulted in increased
competition for this service sector. In response to the increased competition,
the Company has offered value-added services which enabled it to maintain 1994
fee revenues at a level consistent with that recognized in 1993. For each of
the years 1994 and 1993, fee revenues represented 10% of total revenues, and 8%
of total revenues in 1992.
        Investment income consists principally of gains and losses from sales
of investments, as well as interest earnings on premiums and customer deposits
collected and not yet remitted to insurance carriers, which deposits are held
in a fiduciary capacity. The increase in interest rates during 1994 resulted in
an increase in investment income on fiduciary funds of 42% over that of 1993.
        Insurance premiums are established by insurance companies based upon
many factors, none of which are controlled by the Company. Beginning in 1986
and continuing throughout 1994, revenues have been adversely influenced by a
consistent decline in premium rates resulting from intense competition among
property and casualty insurers for overall expanding market capacity. Among
other factors, this condition of prevailing decline in premium rates, commonly
referred to as a "soft market," results directly in reduction of commission
revenues.
        In conjunction with these industry and market forces, general economic
conditions have been stagnant in recent years, thereby limiting increases in
insurable exposure units such as property values, sales and payroll levels.
Still, the Company's revenues have continued to grow through intense
initiatives for new business and development of new products, markets and
services. Coupled with this revenue growth, expenses were curtained in 1994
primarily as a result of operational efficiencies realized from the 1993 merger
of Poe & Associates and Brown & Brown, as well as significant repayments of debt
which have reduced interest expense.
        The Company anticipates that results of operations for 1995 will
continue to be influenced by these competitive and economical conditions.
        The following discussion and analysis regarding results of operations
and liquidity and capital resources should be considered in conjunction with
the accompanying consolidated financial statements and related notes.



20

<PAGE>   5

Results of Operations for the Years Ended December 31, 1994, 1993 and 1992

Net Income Summary:  The Company's net income was $13,285,000 in 1994,
$8,003,000 in 1993, and $2,561,000 in 1992. The Company's net income per share
was $1.56, $0.95, and $0.30 in 1994, 1993 and 1992, respectively. Net income
per share was affected by discontinued operation charges of $0.19 in 1992. The
1994 net income includes a net after-tax gain of approximately $1,342,000, or
$.16 per share, from the Company's sale of a portion of its investment in
Rock-Tenn Company. The 1994 net income was also positively impacted by $.08 per
share as a result of a favorable settlement of a portion of the Company's
pending IRS examination and the related reduction in general tax reserves (see
discussion of "Income Taxes" below). Excluding these non-recurring items, net
income in 1994 increased $.37 per share or 39% over 1993, primarily as a result
of an increase in commissions and fees of approximately 2% and a decrease in
expenses of approximately 4%.

Commissions and Fees:  Commissions and fees increased 2% in 1994, 7% in 1993
and 8% in 1992. Excluding the effects of acquisitions, commissions and fees
would have increased 4% in 1993 compared to a decrease of 2% in 1992.
Acquisition activity in 1994 did not have a material impact on commissions and
fees. The 1994 results reflect an increase in commissions and fees for each of
the Company's operating divisions, most of which resulted from new business
growth. Although in general, property and casualty insurance premium prices
during 1994 remained competitive, there were some increases in premium rates
for coastal properties as a result of recent Florida storms, such as Hurricane
Andrew, and some increases in insurable exposure units that occurred toward the
end of 1994. Both of these factors also contributed to the increase in the 1994
Retail Division revenues.

Investment Income:  Investment income increased $3,061,000 in 1994 to
$5,092,000 compared to a decrease of $395,000 in 1993 to $2,031,000. The 1994
increase is primarily due to a $2,185,000 gain from the sale of approximately
23% of the Company's investment in the common stock of Rock-Tenn Company. This
sale was in conjunction with an initial public offering by Rock-Tenn Company of
its common stock.  The Company continues to own 509,064 shares of common stock
of Rock-Tenn Company and has no current plans to sell these shares.
        Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities." Under these new rules, debt securities that the Company has
both the positive intent and ability to hold to maturity would be classified as
"held-to-maturity" securities and would be reported at amortized cost.
Marketable equity securities and debt securities not classified as
held-to-maturity are classified as "available-for-sale." Available-for-sale
securities are reported at fair value, with unrealized gains and losses, net of
tax, reported as a separate component of shareholders' equity. Application of
these new rules resulted in a net increase of $5,341,000 in shareholders'
equity as of December 31, 1994.

Other Income:  Other income consists primarily of gains and losses from the
sale and disposition of assets. During 1994, gains on the sale of customer
accounts aggregated $411,000. During 1993, certain customer accounts were sold
for an aggregate net gain of $864,000 of which $818,000 related to the sale of
two of the Company's smallest operations in Tallahassee, Florida and Westlake
Village, California.  In 1992, customer accounts were sold for $715,000.


                                                                              21

<PAGE>   6

Employee Compensation and Benefits:  Employee compensation and benefits
remained constant in 1994 compared to an increase of less than 3% in 1993.
Without acquisitions, employee compensation and benefits expense remained
constant in 1994 and would have decreased less than 1% in 1993. As of December
31, 1994, the Company had 971 full-time equivalent employees compared to 980 at
the beginning of the year. The impact of the reduction in personnel during 1994
was offset by increases in compensation due to merit raises and
production-related increases. The 1993 merger of Poe & Associates, Inc. and
Brown & Brown, Inc. also resulted in a reduction of personnel throughout 1993.
This reduction was offset primarily by increases in vacation benefits,
operational bonuses, and certain deferred compensation arrangements.

Other Operating Expenses:  Other operating expenses decreased 12% in 1994
compared to an increase of approximately 3% in 1993. Without acquisitions,
operating expenses would have still decreased 12% in 1994 and would have
increased less than 1% in 1993. The 1994 decrease is primarily attributable to
approximately $2,500,000 of costs incurred in 1993 representing non-recurring
merger and combination costs related to the Poe & Associates merger with Brown
& Brown and subsequent improvements in operational efficiencies that resulted
in decreases to most other operating expenses. Excluding the $2,500,000 of
merger-related costs, most of the 1993 other operating expenses were reduced
from their 1992 levels.

Interest and Amortization:  Interest and amortization decreased $514,000 and
$412,000 or 9% and 6% in 1994 and 1993, respectively, due primarily to a
reduction in outstanding debt in 1994 and 1993 and the refinancing of certain
debt in 1993 at lower interest rates.

Income Taxes:  The effective rate on income from operations was 34.7% in 1994,
38.1% in 1993 and 50.2% in 1992. The lower effective tax rate in 1994 is
primarily due to the effect of recording a $700,000 reduction to the general
tax reserves as a result of reaching a settlement agreement with the Internal
Revenue Service ("Service") on certain of the Service's outstanding examination
issues (see below for detailed discussion of this adjustment). The higher
effective rate in 1992 was primarily due to non-deductible amortization of
certain intangible assets, establishment of additional general tax reserves
related to the Service examinations, and a taxable gain differential on a
building sale relating to an acquisition in 1990.
        In 1992, the Service completed examinations of the Company's federal
income tax returns for tax years 1988, 1989 and 1990. As a result of these
examinations, the Service issued Reports of Proposed Adjustments asserting
income tax deficiencies which, by including interest and state income taxes for
the periods examined and the Company's estimates of similar adjustments for
subsequent periods through December 31, 1993, would total $6,100,000. The
disputed items related primarily to the deductibility of amortization of
purchased customer accounts of approximately $5,107,000 and non-compete
agreements of approximately $993,000. In addition, the Service's report
included a dispute regarding the time at which the Company's payments made
pursuant to certain indemnity agreements would be deductible for tax reporting
purposes. During 1994, the Company was able to reach a settlement agreement
with the Service with respect to certain of the disputed amortization items and
the indemnity agreement payment issue. This settlement has reduced the total
remaining asserted income tax deficiencies to approximately $2,800,000. The
Company disagrees with the position of the Service on the remaining issues and
will 


22

<PAGE>   7
continue to pursue its remedies through available administrative and
judicial processes. However, based upon the most recent communication with the
Service, management believes that the remaining issues are likely to be settled
by the end of 1995. Based on the 1994 partial settlement and review of the
remaining unsettled items, the Company believes that its general tax reserves
of $800,000 are sufficient to cover the settlement of the remaining items. As
such, after considering a $400,000 reduction to previously established tax
reserves for payments under the settlement agreement, the Company recorded a
$700,000 reduction in general tax reserves during 1994. This decrease has been
recorded as a reduction to the current income tax provision. If the Service
were to prevail on the remaining amortization issues, future operating results
would be adversely affected by the difference between the total estimated
remaining assessment of $2,800,000 and the recorded general tax reserves of
$800,000 as of December 31, 1994.

Discontinued Operations:  In 1992, the Company recorded a significant charge of
$1,580,000, or $0.19 per share, relating to discontinued operations. This
charge was associated with the Company's risk-bearing operation which was
discontinued in 1988. The charge resulted primarily from a re-evaluation of the
Company's expected recoveries associated with its indemnity of a reinsurance
agreement and, to a lesser extent, from a strengthening of reserves for that
indemnity.
        The Company had historically estimated that certain recoveries related
to the indemnity were available to it from the insolvency of Whiting National
Insurance Company, placed in liquidation in 1988. While none of the underlying
facts or operations of law had changed, the activity associated with the
liquidation of Whiting had proceeded more slowly than anticipated making
realization of those recoveries uncertain. The elimination of those recoveries
accounts for approximately three-fourths of the discontinued operations charge.
In addition, the Company bolstered reserves associated with the underlying
indemnity obligations, further increasing the charge. These reserves are
expected to be settled over many years and do not require any immediate
significant cash outlays.
        Management currently anticipates that the existing reserves will be
sufficient to provide for its responsibility under the indemnity agreement.
Accordingly, management believes that the Company's future operating results
and financial position will not be materially affected by this indemnity.


Liquidity and Capital Resources
The Company's cash and cash equivalents of $22,995,000 at December 31, 1994
decreased $3,350,000 from the December 31, 1993 balance of $26,345,000. During
1994, cash of $10,654,000 was provided from operating activities, proceeds of
$2,346,000 from sales of investments, and proceeds from the exercise of stock
options and issuances of common stock of $1,687,000. Cash was used during 1994
primarily for payments on long-term debt and notes payable of $11,873,000 and
payment of dividends of $3,542,000.
        The Company's cash and cash equivalents of $26,345,000 at December 31,
1993 increased $7,941,000 from the December 31, 1992 balance of $18,404,000.
During 1993, cash was primarily provided from operating activities of
$20,188,000, proceeds from the sale of fixed assets and customer accounts of
$427,000 and proceeds from bank borrowings of $3,833,000. Cash was used during
1993 primarily for payments on finalizing acquisition contingency agreements
and the purchases of fixed assets totaling $3,925,000, repayment of long-term
debt and notes payable of $10,964,000 and payment of dividends of $2,971,000.


                                                                              23

<PAGE>   8
        The Company's cash and cash equivalents of $18,404,000 at December 31,
1992 increased $820,000 from 1991. During 1992, cash was primarily provided
from operating activities of $9,254,000, proceeds from borrowings of $1,550,000
and proceeds from the sales of investments, fixed assets and customer accounts
totaling $5,290,000. Cash was used in 1992 primarily for acquisitions of
businesses totaling $5,858,000, capital expenditures of $2,164,000, purchases
of investments of $731,000, repayment of debt of $5,321,000 and payment of
dividends of $2,028,000.
        The Company's working capital ratio was 1.10 to 1.0, 1.03 to 1.0 and
.96 to 1.0, as of December 31, 1994, 1993, and 1992, respectively. The increase
in the ratio at December 31, 1994 was primarily the result of lower premiums
payable to insurance companies, lower accounts payable and accrued expenses and
less outstanding current portion of long-term debt at year end. The increase in
the ratio at December 31, 1993  as compared to December 31, 1992 was primarily
the result of higher net cash flows from operations. Premiums payable to
insurance companies generally exceed the amount of premiums receivable from
customers because of the Company's billing and collection practices and its
agreed payment period terms with insurance companies.
        In 1993, the Company entered into a long-term credit facility with a
national banking institution that consisted of two secured term loans
aggregating $7,500,000 that carried interest at the LIBOR rate plus 2% (5.25%
at December 31, 1993). These bank term loans were used to replace approximately
$3,750,000 of 8.5% notes held by an insurance company, and to fund acquisition
contingency payments finalized in 1993. As of December 31, 1993, all
acquisition contingency agreements had been finalized. This debt was fully
retired during 1994.
        The Company has had available an unsecured line of credit with a
national banking institution totaling $3,500,000 since 1991, but that line of
credit was reduced to $2,000,000 in conjunction with the new credit facility
referred to above. At December 31, 1993, there were no borrowings against this
line of credit, and at December 31, 1992, $1,550,000 was borrowed. During 1994,
in connection with the repayment of the long-term credit facility referred to
above, the $2,000,000 line of credit was terminated. In November 1994, the
Company entered into a new secured line of credit with a different national
banking institution which provides the Company with available borrowings of
$10,000,000. During 1994 and as of December 31, 1994, there were no borrowings
against this line of credit.
        The Company entered into a long-term credit agreement in 1991 with a
major insurance company, pursuant to which up to $10,000,000 could be borrowed
at an interest rate equal to the prime lending rate plus 1% (9.5 % at December
31, 1994). The amount of the available credit decreases by $1,000,000 each
August through the year 2001 when it will expire. As of December 31, 1994, the
maximum amount available under the agreement was outstanding.
        The Company believes that its existing cash, cash equivalents,
short-term investment portfolio, funds generated from operations and the
availability of the bank line of credit will be sufficient to satisfy its
normal financial needs through at least the end of 1995. Additionally, the
Company believes that funds generated from future operations will be sufficient
to satisfy its normal financial needs, including the required annual principal
payments of its long-term debt and any potential future tax liability.


24

<PAGE>   9
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
(in thousands of dollars and shares, except per share data)       Year Ended December 31,
                                                             1994           1993         1992
----------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>
Revenues
Commissions and fees                                       $93,826        $92,350        $86,127
Investment income                                            5,092          2,031          2,426
Other income                                                   589          1,189            757
Total revenues                                              99,507         95,570         89,310
----------------------------------------------------------------------------------------------------

Expenses
Employee compensation and  benefits                         51,229         51,203         49,954
Other operating expenses                                    22,418         25,413         24,601
Interest and amortization                                    5,508          6,022          6,434
Total expenses                                              79,155         82,638         80,989
----------------------------------------------------------------------------------------------------

Income before income taxes and loss from
     discontinued operations                                20,352          12,932         8,321
Income taxes                                                 7,067           4,929         4,180
----------------------------------------------------------------------------------------------------

Income from continuing operations                           13,285           8,003         4,141
Loss from discontinued operations,
     net of tax benefit of $976                                  -               -         1,580
----------------------------------------------------------------------------------------------------
Net Income                                                 $13,285         $ 8,003       $ 2,561
====================================================================================================

Income (loss) per Share
Continuing operations                                      $  1.56         $   .95       $   .49
Discontinued operations                                          -               -          (.19)
----------------------------------------------------------------------------------------------------
Net income                                                 $  1.56         $   .95       $   .30
====================================================================================================

Weighted average number of shares outstanding                8,524           8,425         8,423
</TABLE>


See notes to consolidated financial statements.


                                                                             25

<PAGE>   10
CONSOLIDATED BALANCE SHEETS


<TABLE>
 <CAPTION>
(in thousands of dollars, except per share data)                                December 31,
                                                                            1994           1993
<S>                                                                       <C>            <C>
Assets
Cash and cash equivalents                                                 $ 22,995       $ 26,345
Short-term investments                                                         787            667
Premiums and commissions receivable, less allowance for doubtful
     accounts of $69 in 1994 and $435 in 1993                               56,085         54,054
Other current assets                                                         6,420          4,720
-----------------------------------------------------------------------------------------------------
Total current assets                                                        86,287         85,786

Fixed assets, net                                                            8,286          8,001
Intangibles, net                                                            32,620         35,493
Investments                                                                  9,274            695
Other assets                                                                 2,868          3,354
-----------------------------------------------------------------------------------------------------
 Total assets                                                             $139,335       $133,329
=====================================================================================================

Liabilities
Premiums payable to insurance companies                                   $ 61,873       $ 65,903
Premium deposits and credits due customers                                   6,970          5,051
Accounts payable and accrued expenses                                        8,230          8,913
Current portion of long-term debt                                            1,245          3,232
-----------------------------------------------------------------------------------------------------
Total current liabilities                                                   78,318         83,099

Long-term debt                                                               7,430         17,316
Deferred income taxes                                                        3,778          1,323
Other liabilities                                                            5,765          4,373
-----------------------------------------------------------------------------------------------------
Total liabilities                                                           95,291        106,111
=====================================================================================================
</TABLE>



26

<PAGE>   11



<TABLE>
<S>                                                                       <C>            <C>
Shareholders' Equity                                                      
Common stock, par value $.10; authorized 18,000,000 shares; issued
    8,551,756  shares in 1994; 8,403,779 shares in 1993                        855            840
Additional paid-in capital                                                   2,070          1,149
Retained earnings                                                           35,778         26,035
Net unrealized appreciation of available-for-sale securities,
    net of tax effect of $3,344                                              5,341              -
Treasury stock, at cost: 0 shares in 1994; 44,833 shares in 1993                 -           (806)
Total shareholders' equity                                                  44,044         27,218
-----------------------------------------------------------------------------------------------------
 Total liabilities and shareholders' equity                               $139,335       $133,329
=====================================================================================================
</TABLE>


See notes to consolidated financial statements.


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
(in thousands of dollars and shares, except per share data)               ADDITIONAL                    NET
                                       COMMON STOCK PAID-IN    RETAINED   UNREALIZED               TREASURY STOCK
                                        SHARES     AMOUNT      CAPITAL     EARNINGS   APPRECIATION     SHARES      AMOUNT    TOTAL
<S>                                     <C>         <C>       <C>         <C>           <C>          <C>           <C>      <C>
Balance, January 1, 1992                8,511       $851      $   972     $22,571       $    -        242          $(2,104) $22,290

Net income                                                                  2,561                                             2,561
Issued for stock option plans and
  employee stock purchase plans                                   (12)                                (81)             621      609
Purchase and retirement of
  Brown stock                            (118)       (12)                  (1,177)                                           (1,189)
Adjustment to conform fiscal year
  ends of Brown and Arch-Holmes
  (See Note 2)                                                               (924)                                             (924)
Cash dividends paid ($.40 per share)                                       (2,028)                                           (2,028)
------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1992              8,393        839          960      21,003            -        161           (1,483)  21,319

Net income                                                                  8,003                                             8,003
Issued for stock option plans and
  employee stock purchase plans            11          1           13                                (116)             677      691
Tax benefit from sale of option
  shares by employees                                             176                                                           176
Cash dividends paid ($.40 per share)                                       (2,971)                                           (2,971)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                                                              27

<PAGE>   12

<TABLE>

<S>                                     <C>         <C>       <C>         <C>           <C>          <C>           <C>      <C>
Balance, December 31, 1993              8,404        840        1,149      26,035            -         45             (806)  27,218

Net income                                                                 13,285                                            13,285
Issued for stock option plans and
  employee stock purchase plans           148         15         866                                  (45)             806    1,687
Tax benefit from sale of option
  shares by employees                                             55                                                             55
Cumulative effect of change in
  accounting principle (see Note 1)                                                         23                                   23
Net increase in unrealized appreciation
  of available-for-sale securities                                                       5,318                                5,318
Cash dividends paid ($.42 per share)                                       (3,542)                                           (3,542)
------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994              8,552       $855     $ 2,070      $35,778       $5,341          -          $     -  $44,044
</TABLE>


See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
(in thousands of dollars)                                               Year Ended December 31,
                                                                  1994            1993             1992
---------------------------------------------------------------------------------------------------------
<S>                                                              <C>             <C>             <C>
Cash Flows From Operating Activities
Net income                                                       $13,285         $ 8,003         $  2,561
Adjustments to reconcile net income to net cash
        provided by operating activities:                                                                 
        Depreciation and amortization                              6,304           6,882            6,919
        Provision for doubtful accounts                               19             562              749
        Deferred income taxes                                     (1,173)            499              516
        Net gains on sales of investments, fixed assets
          and customer accounts                                   (2,231)           (864)            (809)
        Loss from discontinued operations                              -               -            1,580
        Adjustment due to change in pooled entities' year end          -               -           (1,694)
Premiums and commissions receivable (increase) decrease           (1,929)          1,834          (12,610)
Other assets (increase) decrease                                  (2,151)            583              390
Premiums payable to insurance companies (decrease) increase       (4,098)          4,762           10,970
Premium deposits and credits due customers increase (decrease)     1,919            (471)             985
Accounts payable and accrued expenses decrease                      (683)         (2,814)            (623)
Other liabilities increase                                         1,392           1,212              320
Net cash provided by operating activities                         10,654          20,188            9,254
---------------------------------------------------------------------------------------------------------

</TABLE>



28

<PAGE>   13


<TABLE>
<S>                                                             <C>            <C>                <C>
Cash Flows From Investing Activities
Additions to fixed assets                                         (2,392)        (1,805)           (2,164)
Payments for businesses acquired, net of cash acquired            (1,382)        (2,120)           (5,858)
Proceeds from sales of fixed assets and customer accounts          1,337            427             1,187
Purchases of investments                                            (187)           (93)             (731)
Proceeds from sales of investments                                 2,346            709             4,103
Other investing activities, net                                      (53)          (130)              314
Net cash used in investing activities                               (331)        (3,012)           (3,149)
---------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
Payments on long-term debt and notes payable                     (11,873)       (10,964)           (5,321)
Proceeds from long-term debt and notes payable                         -          3,833             1,550
Exercise of stock options, issuances of stock and treasury stock sales
                                                                   1,687            691               609
Tax benefit from sale of option shares by employees                   55            176                 -
Purchase and retirement of treasury stock                              -              -               (95)
Cash dividends paid                                               (3,542)        (2,971)           (2,028)
Net cash used in financing activities                            (13,673)        (9,235)           (5,285)
---------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents              (3,350)         7,941               820
Cash and cash equivalents at beginning of year                    26,345         18,404            17,584
---------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                        $ 22,995       $ 26,345           $18,404
=========================================================================================================
</TABLE>


See notes to consolidated financial statements.                               


                                                                              29

<PAGE>   14


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies
Principles of Consolidation   The consolidated financial statements include the
accounts of Poe & Brown, Inc. and its subsidiaries (the Company). All
significant intercompany account balances and transactions have been eliminated
in consolidation.

Revenue Recognition   Commisions relating to the brokerage and agency activity
whereby the Company has primary responsibility for the collection of premiums
from insureds are generally recognized as of the later of the effective date of
the policy or the date billed. Commissions to be received directly from
insurance companies are generally recognized when ascertained. Subsequent
commission adjustments, such as policy cancellations, are recognized upon
notification from the insurance companies. Commission revenues are reported net
of sub-broker commissions. Contingent commissions from insurance companies are
recognized when received. Fee income is recognized when services are rendered.

Cash and Cash Equivalents   Cash and cash equivalents principally consist of
demand deposits with financial institutions, money market accounts, and
certificates of deposit having maturities of less than three months when
purchased.

Premiums and Commissions Receivable   In its capacity as an insurance broker or
agent, the Company typically collects premiums from insureds and, after
deducting its authorized commissions, remits the premiums to the appropriate
insurance companies. In other circumstances, the insurance companies collect
the premiums directly from the insureds and remit the applicable commissions to
the Company. Accordingly, as reported in the Consolidated Balance Sheets,
"premiums" are receivable from insureds and "commissions" are receivable from
insurance companies.

Investments   Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Under these new rules, debt
securities that the Company has both the positive intent and ability to hold to
maturity would be classified as "held-to-maturity" securities and would be
reported at amortized cost, adjusted for amortization of premiums and accretion
of discounts to maturity. Such amortization, as well as interest earnings on
these securities, would be included in investment income.
        Marketable equity securities and debt securities not classified as
held-to-maturity are classified as "available-for-sale." Available-for-sale
securities are reported at estimated fair value, with the unrealized gains and
losses, net of tax, reported as a separate component of shareholders' equity.
The amortized cost of debt securities in this category is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization and accretion is included in investment income. Realized gains and
losses and declines in value judged to be other-than-temporary on
available-for-sale securities are included in investment income. The cost of
securities sold is based on the specific identification method. Interest and
dividends on securities classified as available-for-sale are included in
investment income.
        Nonmarketable equity securities and certificates of deposit having
maturities of more than three months when purchased are reported at cost,
adjusted for other-than-temporary market value declines.
        The adoption of SFAS No. 115 resulted in an increase of $23,000 (net of
$15,000 in deferred taxes) to shareholders' equity as of January 1, 1994.
Application of this new Statement resulted in an increase of $5,341,000 in
shareholders' equity, net of $3,344,000 in deferred income taxes, as of
December 31, 1994.


30                                      

<PAGE>   15


        As of January 1, 1994, the Company owned 659,064 shares of common stock
of Rock-Tenn Company with an aggregate cost of $565,000. As of that date, the
common stock of Rock-Tenn Company was not publicly traded and, therefore, had
no readily determinable market value. However, on March 3, 1994, the common
stock of Rock-Tenn was registered with the Securities and Exchange Commission
and began trading on the NASDAQ over-the-counter securities market at the
initial public offering price of $16.50 per share. As part of the initial
public offering of the Rock-Tenn Company's common stock, the Company sold
150,000 shares of its investment in this stock and reported a net after-tax
gain of $1,342,000 in the first quarter of 1994. The remaining 509,064 shares
of Rock-Tenn Company common stock held by the Company have been classified as
non-current available-for-sale securities as of December 31, 1994. The Company
has no current plans to sell these shares.

Fixed Assets   Fixed assets are stated at cost. Expenditures for improvements
are capitalized and expenditures for maintenance and repairs are charged to
operations as incurred. Upon sale or retirement, the cost and related
accumulated depreciation and amortization are removed from the accounts and the
resulting gain or loss, if any, is reflected in income. Depreciation has been
provided using principally the straight-line method over the estimated useful
lives of the related assets which range from three to ten years. Leasehold
improvements are amortized on the straight-line method over the term of the
related leases.

Intangibles   Intangible assets are stated at cost less accumulated
amortization and principally represent purchased customer accounts, non-compete
agreements, purchased contract agreements, and the excess of costs over the
fair value of identifiable net assets acquired (goodwill). Purchased customer
accounts, non-compete agreements, and purchased contract agreements are being
amortized on a straight-line basis over the related estimated lives and
contract periods, which range from three to 14 years. The excess of costs over
the fair value of identifiable net assets acquired is being amortized on a
straight-line basis over 40 years. Purchased customer accounts are records and
files obtained from acquired businesses that contain information on insurance
policies and the related insured parties that is essential to policy renewals.
        The carrying value of intangibles, corresponding with each agency
division comprising the Company, is periodically reviewed by management to
determine if the facts and circumstances suggest that they may be impaired. In
the insurance brokerage and agency industry, it is common for agencies or books
of business (customer accounts) to be acquired at a price determined as a
multiple of the corresponding revenues. Accordingly, the Company assesses the
carrying value of its intangibles by comparison to a reasonable multiple
applied to corresponding revenues, as well as considering the operating cash
flow generated by the corresponding agency division. Any impairment identified
through this assessment may require that the carrying value of related
intangibles be adjusted.

Income Taxes   The Company files a consolidated federal income tax return.
Deferred income taxes are provided for in the consolidated financial statements
and relate principally to expenses charged to income for financial reporting
purposes in one period and deducted for income tax purposes in other periods,
unrealized appreciation of available-for-sale securities, and basis differences
of intangible assets.

Net Income Per Share   Net income per share is based on the weighted average
number of shares outstanding, adjusted for the dilutive effect of stock
options, which is the same on both a primary and fully-diluted basis.

Reclassifications   Certain amounts in the 1993 and 1992 consolidated financial
statements have been reclassified to conform with the 1994 consolidated
financial statements.

                                                                         31



<PAGE>   16

Note 2 - Mergers
On April 28, 1993, Poe & Associates, Inc. (Poe) issued 3,013,975 shares of its
common stock in exchange for all of the outstanding common stock of Brown &
Brown, Inc. (Brown), a closely-held general insurance agency headquartered in
Daytona Beach, Florida. Subsequent to that merger, Poe's name was changed to
Poe & Brown, Inc.
        On November 11, 1993, the Company issued 124,736 shares of its common
stock in exchange for all of the outstanding common stock of Arch-Holmes
Insurance, Inc. (Arch-Holmes), a closely-held general insurance agency
headquartered in Hollywood, Florida.
        Both transactions were accounted for as pooling-of-interests and
accordingly, the Company's consolidated financial statements have been restated
for all periods prior to the mergers to include the results of operations,
financial positions, and cash flows of Brown and Arch-Holmes. To conform to
Poe's year end, the fiscal year ends for Brown and Arch-Holmes were changed to
December 31 effective on each of the respective merger dates. Accordingly, the
three-month period ended March 31, 1992 for Brown and Arch-Holmes, which
consisted of aggregate revenues of $10,580,000 and aggregate net income of
$924,000, has been included in both the Company's 1992 and 1991 operating
results. Accordingly, an adjustment has been made in 1992 to retained earnings
for the duplication of this net income.
        The following table reflects the 1992 individual company operating
results of Poe, Brown, and Arch-Holmes. Amounts pertaining to Brown and
Arch-Holmes for 1993 reflect their respective operating results up to their
dates of merger.



<TABLE>
<CAPTION>
(in thousands of dollars,except per share data)                 POE            BROWN       ARCH-HOLMES       COMBINED
---------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>             <C>             <C>          
1993                                                                                                                       
Revenues                                                      $80,817         $13,488         $1,265          $95,570      
Net income (loss)                                               6,897           1,145            (39)           8,003      
---------------------------------------------------------------------------------------------------------------------
1992                                                                                                                       
Revenues                                                      $52,393         $35,452         $1,465          $89,310      
Income from continuing operations                               2,865           1,208             68            4,141      
Loss from discontinued operations                              (1,580)              -              -           (1,580)     
Net income                                                      1,285           1,208             68            2,561      
---------------------------------------------------------------------------------------------------------------------
1992                                                                                                                       
Net Income Per Share                                                                                                       
        As previously reported                                $  0.25                                                      
        Combined                                              $  0.30                                                      
</TABLE>
                                      


Note 3 - Acquisitions
During 1994 the Company acquired the assets of three insurance agencies for an
aggregate cost of $656,000. The Company had no acquisitions during 1993
accounted for as purchases. In 1992 the Company acquired outstanding shares of
one insurance agency and the assets of five other insurance agencies at an
aggregate cost of $11,784,000. The 1994 and 1992 acquisitions were accounted
for as purchases, and substantially the entire cost was assigned to purchased
customer accounts, non-compete agreements, and goodwill.
        Additional or return consideration resulting from acquisition
contingency provisions are recorded as adjustments to intangibles when they
occur. Certain contingency payments relating to these acquisitions were
finalized in 1993 and 1992, resulting in a net 


32                                      


<PAGE>   17


increase (decrease) to the original combined purchase price of $5,893,000 and
($315,000), respectively. The results of operations of the acquired companies
have been included in the consolidated financial statements from their
respective acquisition dates. Pro forma results of operations of the Company for
the years ended December 31, 1994, 1993 and 1992, including 1994 acquisitions as
though they occurred on January 1, 1994 and the 1992 acquisitions as though they
occurred on January 1, 1992, were not materially different from the results of
operations as reported.

Note 4 - Investments
Investments at December 31, 1994 consists of the following:



<TABLE>
<CAPTION>
(in thousands of dollars)                                                   CARRYING VALUE
                                                                      CURRENT        NON-CURRENT
------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>       
Available-for-sale marketable equity securities                         $317            $9,163

Nonmarketable equity securities and certificates of deposit              470               111
------------------------------------------------------------------------------------------------
Total investments                                                       $787            $9,274
================================================================================================
</TABLE>



The following summarizes available-for-sale securities at December 31, 1994:



<TABLE>
<CAPTION>
(in thousands of dollars)                                  GROSS                 GROSS             ESTIMATED
                                          COST       UNREALIZED GAINS      UNREALIZED LOSSES       FAIR VALUE
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>                      <C>               <C>
Marketable equity securities              $795            $8,739                   $54               $9,480
</TABLE>


        Investments at December 31, 1993 consisted of marketable equity
securities reported at aggregate cost which approximates market value, other
investments reported at cost, and certificates of deposit having maturities of
more than three months when purchased.
        In 1994, the Company's proceeds from sales of available-for-sale
securities totaled $2,314,000, from which $2,185,000 of gross gains were
realized. During 1993, the Company had no sales of marketable equity
securities. In 1992, the Company realized net gains on sales of marketable
equity securities in the amount of $329,000.


                                                                             33


<PAGE>   18


Note 5 - Fixed Assets
Fixed assets at December 31 are summarized as follows:


<TABLE>
<CAPTION>
(in thousands of dollars)                                                1994            1993
------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>             
Furniture, fixtures, and equipment                                      $16,849         $21,138
Land, buildings, and improvements                                         1,349           1,453
Leasehold improvements                                                    1,564           1,629
-----------------------------------------------------------------------------------------------
                                                                         19,762          24,220
Less accumulated depreciation and amortization                           11,476          16,219
-----------------------------------------------------------------------------------------------
                                                                        $ 8,286         $ 8,001
===============================================================================================

</TABLE>


        The gross cost and accumulated depreciation balances at December 31,
1994 have declined from December 31, 1993 due to the Company's elimination of
all fully depreciated assets no longer utilized in operations.
        Depreciation and amortization expense amounted to $2,107,000 in 1994,
$2,594,000 in 1993, and $2,523,000 in 1992.


Note 6 - Intangibles
Intangibles at December 31 are comprised of the following:


<TABLE>
<CAPTION>
(in thousands of dollars)                                                1994            1993
-----------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>             
Purchased customer accounts                                             $26,045         $26,164
Non-compete agreements                                                    9,706           9,739
Goodwill                                                                 19,431          19,190
Purchased contract agreements                                               789             789
                                                                         55,971          55,882
Less accumulated amortization                                            23,351          20,389
-----------------------------------------------------------------------------------------------
                                                                        $32,620         $35,493
===============================================================================================
</TABLE>


        Amortization expense amounted to $4,197,000 in 1994, $4,288,000 in 
1993, and $4,396,000 in 1992.

34                                      



<PAGE>   19

Note 7 - Long-Term Debt
Long-term debt at December 31 consists of the following:


<TABLE>
<CAPTION>
(in thousands of dollars)                                               1994            1993
-----------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>             
Long-term credit agreement                                              $7,000          $8,000
Bank term loans                                                              -           7,500
Notes payable:
     Variable rate acquisition note payable                                  -           1,692
     Notes from treasury stock purchases                                 1,662           1,883
     Other acquisition notes payable                                         -           1,452
     Other notes payable                                                    13              21
-----------------------------------------------------------------------------------------------
                                                                         8,675          20,548
Less current portion                                                     1,245           3,232
-----------------------------------------------------------------------------------------------
Long-term debt                                                          $7,430         $17,316
===============================================================================================
</TABLE>



                In 1991, the Company entered into a long-term credit agreement
with a major insurance company that provided $10 million at an interest rate
equal to the prime lending rate plus 1% (9.5% at December 31, 1994). The amount
of available credit decreases by $1 million each August through the year 2001
when it will expire.
        In 1993, the Company entered into a long-term credit facility with a
national banking institution that consisted of two secured term loans
aggregating $7,500,000 and a $2,000,000 unsecured short-term line of credit.
Interest on the term loans was payable on a monthly basis at the LIBOR rate
plus 2%. These term loans were repaid in November 1994. There were no
borrowings against the unsecured line of credit during 1994 and, during 1994
this line of credit agreement was terminated by the Company.
                In  November 1994, the Company entered into a revolving credit
facility with a national banking institution which provides for available
borrowings of up to $10 million. Amounts outstanding are secured by all assets
of the Company, subject to existing or permitted liens. Interest on this
facility is at the option of the Company based upon the LIBOR prime or the
Federal Funds rate. A commitment is assessed in the amount of 1/4% per annum on
the unused balance. During 1994 and as of December 31, 1994, there were no
borrowings against this line of credit.
                The variable rate acquisition note payable was repaid in May
1994 including interest through that period.
                Treasury stock notes payable are due to various individuals for
the redemption of Brown & Brown, Inc. stock. These notes bear no interest and
have maturities ranging from fiscal years ending 1997 to 2001. These notes have
been discounted at effective yields ranging from 8.5% to 9.2% for consolidated
financial statement presentation purposes.
                Other acquisition notes payable, including interest ranging
from 8% to 9%, were repaid in 1994.
                Maturities of long-term debt for succeeding years are
$1,245,000 in 1995, $1,266,000 in 1996, $1,284,000 in 1997, $1,233,000 in 1998,
$1,252,000 in 1999, and $2,395,000 thereafter.
                Interest expense included in the consolidated statements of
income was $1,311,000 is 1994, $1,734,000 in 1993 and $2,038,000 in 1992.


                                                                           35



<PAGE>   20

Note 8 - Commitments and Contingencies
The Company and its subsidiaries lease office facilities and certain items of
office equipment under noncancelable operating lease arrangements expiring on
various dates through 2005. These occupancy leases generally contain renewal
options and escalation clauses based on increases in the lessors' operating
expenses and other charges. The Company anticipates that most of these leases
will be renewed or replaced upon expiration. At December 31, 1994, the
aggregate future minimum lease payments under all noncancelable lease
agreements are as follows:


<TABLE>
<CAPTION>
Year Ending December 31,                                              (in thousands of dollars)
-----------------------------------------------------------------------------------------------
<S>                                                                            <C>             
1995                                                                           $ 3,317
1996                                                                             2,675
1997                                                                             2,659
1998                                                                             2,474
1999                                                                             2,542
Thereafter                                                                      10,334
-----------------------------------------------------------------------------------------------
Total future minimum lease payments                                            $24,001
===============================================================================================
</TABLE>


                Rental expense in 1994, 1993, and 1992 for operating leases
totaled $4,136,000, $4,442,000 and $4,728,000, respectively. The 1993 rental
expense amount includes $676,000 of direct costs related to the termination of
a certain lease.
                The Company is not a party to any legal proceedings other than
various claims and lawsuits arising in the normal course of business.
Management of the Company does not believe that any such claims or lawsuits
will have a material effect on the Company's financial condition or results of
operations.


Note 9 - Income Taxes
Effective January 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by
Financial Accounting Standards Board Statement No. 109, "Accounting for Income
Taxes." As permitted under these new rules, the prior years' consolidated
financial statements have not been restated for the effects of this Statement.
The cumulative effect of adopting Statement No. 109 as of January 1, 1993 was
to increase net income by $119,000.
                At December 31, 1994, the Company had net operating loss
carryforwards of $850,000 for income tax reporting purposes that expire in the
years 1996 through 2002. These carryforwards were derived from agency
acquisitions by the Company beginning in 1985. For financial reporting
purposes, a valuation allowance of $38,000 has been recognized to offset the
deferred tax assets related to these carryforwards.
                Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the corresponding amounts used for income tax
reporting purposes. Significant components of the Company's deferred tax
liabilities and assets as of December 31 are as follows:


36                                      



<PAGE>   21


<TABLE>
<CAPTION>
(in thousands of dollars)                                               1994            1993
-----------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>             
Deferred tax liabilities:
        Fixed assets                                                    $  444          $  512
        Net unrealized appreciation of available-for-sale securities     3,344               -
        Installment sales                                                  296             405
        Prepaid insurance and pension                                      666             350
        Intangible assets                                                  628             281
        General tax reserves                                               800           1,900
        Other                                                              239             312
Total deferred tax liabilities                                           6,417           3,760
-----------------------------------------------------------------------------------------------
Deferred tax assets:
        Deferred compensation                                            1,062             889
        Accruals and reserves                                            1,250           1,221
        Net operating loss carryforwards                                   327             316
        Other                                                               38              49
-----------------------------------------------------------------------------------------------
Total deferred tax assets                                                2,677           2,475
        Valuation allowance for deferred tax assets                         38              38
Net deferred tax assets                                                  2,639           2,437
-----------------------------------------------------------------------------------------------
Net deferred tax liabilities                                            $3,778          $1,323
===============================================================================================
</TABLE>



Significant components of the provision for income taxes attributable to
continuing operations are as follows:


<TABLE>
<CAPTION>
(in thousands of dollars)                           1994           1993           1992
                                                     LIABILITY METHOD      DEFERRED METHOD
------------------------------------------------------------------------------------------
<S>                                               <C>             <C>            <C>
Current:
        Federal                                   $ 7,237         $3,728         $3,087
        State                                       1,003            702            577
------------------------------------------------------------------------------------------
        Total current provision                     8,240          4,430          3,664
==========================================================================================

Deferred:
        Federal                                    (1,076)           419            454
        State                                         (97)            80             62
        Total deferred provision (benefit)         (1,173)           499            516
Total tax provision                               $ 7,067         $4,929         $4,180
------------------------------------------------------------------------------------------
</TABLE>


           The components of the provision for deferred income taxes for the
year ended December 31, 1992 as determined under the deferred method are as
follows:


<TABLE>
<CAPTION>
(in thousands of dollars)
------------------------------------------------------------------------------------------
<S>                                                                               <C>
Amortization                                                                      $ 225
Accrued commissions                                                                (342)
Other items, net                                                                    633
------------------------------------------------------------------------------------------
                                                                                  $ 516
==========================================================================================
</TABLE>


                                                                            37



<PAGE>   22



        A reconciliation of the differences between the effective tax rate and
the federal statutory tax rate on income from continuing operations is as
follows:


<TABLE>
<CAPTION>
                                                            1994            1993            1992
                                                               LIABILITY METHOD        DEFERRED METHOD
-----------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>            <C>
Federal statutory tax rate                                  35.0%           34.2%           34.0%
State income taxes, net of federal income tax benefit        2.8             3.6             4.3
Interest exempt from taxation and dividend exclusion        (0.3)           (0.3)           (0.8)
Non-deductible goodwill amortization                          .7             1.2             1.8
Internal Revenue Service examination                        (3.4)             -             10.9
Other, net                                                   (.1)           (0.6)             -
-----------------------------------------------------------------------------------------------------
Effective tax rate                                          34.7%           38.1%           50.2%
=====================================================================================================
</TABLE>


        Income taxes receivable as of December 31, 1994 were $894,000 and are
reported as a component of other current assets. Income taxes payable as of
December 31, 1993 were $652,000 and were reported as a component of accounts
payable and accrued expenses.
         In 1992, the Internal Revenue Service (Service) completed examinations
of the Company's federal income tax returns for the tax years 1988, 1989, and
1990. As a result of their examinations, the Service issued Reports of Proposed
Adjustments asserting income tax deficiencies which, by including interest and
state income taxes for the periods examined and the Company's estimates of
similar adjustments for subsequent periods through December 31, 1993, would
total $6,100,000. The disputed items related primarily to the deductibility of
amortization of purchased customer accounts of approximately $5,107,000 and
non-compete agreements of approximately $993,000. In addition, the Service's
report included a dispute regarding the time at which the Company's payments
made pursuant to certain indemnity agreements would be deductible for tax
reporting purposes. During 1994, the Company was able to reach a settlement
agreement with the Service with respect to certain of the disputed amortization
items and the indemnity agreement payment issue. This settlement has reduced
the total remaining asserted income tax deficiencies to approximately
$2,800,000. Based on this settlement and review of the remaining unsettled
items, the Company believes that its general income tax reserves of $800,000
are sufficient to cover its ultimate liability resulting from the settlement of
the remaining items. Accordingly, after taking into consideration a $400,000
reduction of the reserve resulting from payments under the partial settlement
agreement, during 1994 the Company recorded a $700,000 adjustment to decrease
the originally established reserves of $1,900,000. This decrease has been
recorded as a reduction to the current income tax provision. If the Service
were to prevail on the remaining amortization issues, future operating results
would be adversely affected by the difference between the total estimated
remaining assessment of $2,800,000 at December 31, 1994 and the recorded income
tax reserve of $800,000 at December 31, 1994. In addition to the potential
assessment of $2,800,000 at December 31, 1994, future operating results would
also be adversely affected by the disallowance of future income tax deductions
relating to these issues.

38                                      



<PAGE>   23

Note 10 - Employee Benefits Plans
The Company maintains a defined benefit pension plan covering substantially all
previous Poe & Associates, Inc. employees with one or more years of service.
The benefits are based on years of service and compensation during the period
of employment. Annual contributions are made in conformance with minimum
funding requirements and maximum deductible limitations.
        The plan's funded status and amounts recognized in the Company's
consolidated balance sheets are as follows:


<TABLE>
<CAPTION>
(in thousands of dollars)                                                                    December 31,
                                                                                         1994            1993
---------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>             <C>     
Actuarial present value of benefit obligations:
Accumulated benefit obligations, including vested benefits of $3,642
  in 1994 and $3,559 in 1993                                                           $(3,793)        $(3,773)
===============================================================================================================
Projected benefit obligations for service rendered to date                             $(3,808)        $(3,943)
Plan assets at fair value, principally consisting of a group annuity contract            3,787           3,757
---------------------------------------------------------------------------------------------------------------
Excess of projected benefit obligations over plan assets                                   (21)           (186)
Unrecognized net excess of plan assets under previously accrued but
  unfunded pension costs, to be amortized                                                  583             425
Net prepaid pension costs                                                              $   562         $   239
---------------------------------------------------------------------------------------------------------------
</TABLE>


The following assumptions were used in determining the actuarial present value
of the benefit obligations and pension costs:


<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                                       1994            1993            1992
---------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>             <C>             <C>     
Discount rate                                                          7.5%            7.5%            8.75%
Long-term rate for compensation increase                               3.5%            3.5%            5.0%
Long-term rate of return on plan assets                                8.0%            8.0%            8.5%
</TABLE>


Pension costs included in the Company's consolidated statements of income are
comprised of the following:


<TABLE>
<CAPTION>

(in thousands of dollars)                                                     Year Ended December 31,
                                                                       1994            1993            1992
---------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>             <C>             <C>     
Service cost                                                          $  91            $ 221           $ 204
Interest cost                                                           304              232             191
Actual return on assets                                                 113             (284)           (230)
Net amortization and deferral                                          (407)             (39)            (89)
---------------------------------------------------------------------------------------------------------------
Net pension cost                                                      $ 101            $ 130            $ 76
===============================================================================================================
</TABLE>


During 1994, the defined benefit pension plan was converted to a cash balance
plan. The impact of this change on the plan costs and plan liabilities was not
material.
                The Company has an Employee Stock Purchase program under which
all eligible employees may subscribe to its common shares at 85% of the lesser
of the market value of such shares at the beginning or the end of the
subscription period. Payment is made through payroll deductions, not to exceed
10% of base pay, over a 12-month period and shares are issued at the end of the

                                                                             39


<PAGE>   24

purchase period. At December 31, 1994, a total of 2,502 shares of common stock
were authorized and reserved for future issuance relating to this program.
                The Company has a Deferred Savings and Profit Sharing Plan
(401(k)) covering substantially all employees with one year of service. Under
this plan, the Company makes matching contributions equal to the participants'
contributions, subject to a maximum of 2.5% of the participant's salary, and
also provides for a discretionary profit sharing contribution for all eligible
employees. The Company's contributions to the plan totaled $1,208,000 in 1994,
$1,085,000 in 1993 and $857,000 in 1992.


Note 11 - Stock Option Plans
The Company has adopted stock option plans which provide for the granting to
key employees options to purchase shares of its common stock. The following
schedule summarizes the transactions from 1992 through 1994 pertaining to these
plans:


<TABLE>
<CAPTION>
                                                         NUMBER               PER SHARE
                                                       OF SHARES             OPTION PRICE
------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>              <C>    
Outstanding, January 1, 1992                            392,554          $ 3.40     -     $ 9.67
     Granted                                             10,000           14.75
     Exercised                                          (71,874)           3.40     -       9.40
     Canceled                                           (31,040)           6.00     -       7.60
------------------------------------------------------------------------------------------------
Outstanding, December 31, 1992                          299,640            6.00     -      14.75
     Granted                                                  -               -
     Exercised                                         (129,462)           6.00     -       9.45
     Canceled                                            (9,936)           7.60
------------------------------------------------------------------------------------------------
Outstanding, December 31, 1993                          160,242            6.00     -      14.75
     Granted                                                  -               -
     Exercised                                          (65,173)           6.00     -      14.75
     Canceled                                            (8,689)           7.60     -      14.75
Outstanding, December 31, 1994                           86,380            7.60
================================================================================================
</TABLE>


All options outstanding as of December 31, 1994 are exercisable. At December
31, 1994, a total of 285,745 shares of common stock were reserved for future
issuance relating to these plans.


40                                      


<PAGE>   25

Note 12 - Supplemental Disclosures of Cash Flow Information
The Company's significant non-cash investing and financing activities and cash
payments for interest and income taxes are as follows:


<TABLE>
<CAPTION>
(in thousands of dollars)                                                           Year Ended December 31,
                                                                           1994               1993             1992
---------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>               <C>              <C>    
Unrealized appreciation of available-for-sale securities
  net of tax effect of $3,344                                              $5,341            $     -          $     -
Notes payable issued for purchased customer accounts                            -              3,862            3,206
Notes received on the sale of fixed assets and customer accounts              266              1,532              649
Notes payable issued on purchases and retirement of stock                       -                  -            1,094
Cash paid during the year for:
     Interest                                                               1,447              1,913            1,886
     Income taxes                                                           9,597              3,978            4,298
</TABLE>



Note 13 - Business Concentrations
Substantially all of the Company's premiums receivable from customers and
premiums payable to insurance companies arise from policies sold on behalf of
insurance companies. The Company, as agent, typically collects premiums,
retains its commission and remits the balance to the insurance companies. A
significant portion of business written by the Company is for customers located
in Florida. Accordingly, the occurrence of adverse economic conditions or an
adverse regulatory climate in Florida could have a material adverse effect on
the Company's business, although no such conditions have been encountered in
the past.
        For the years ended December 31, 1994 and 1993, approximately 23% and
25%, respectively, of the Company's revenues are from insurance policies
underwritten by one insurance company. Should this carrier seek to terminate
its arrangement with the Company, the Company believes alternative insurance
companies are available to underwrite the business, although some additional
expenses and loss of market share would at least initially result. No other
insurance company accounts for as much as five percent of the Company's
revenues.


Note 14 - Reinsurance Indemnity
Whiting National Insurance Company (Whiting), the Company's risk-bearing
subsidiary, ceased underwriting operations in early 1985 and in 1988 entered
into liquidation by the New York State Insurance Department (Department). Since
then, the handling of Whiting's affairs has been the responsibility of the
Department.  

In 1979, the company agreed to indemnify a ceding insurer should Whiting fail to
perform under a reinsurance contract. As a result, the Company is directly
responsible for the management and adjudication of claims outstanding under that
indemnification contract. The Company had historically estimated that certain
recoveries related to the indemnity were available to it from the Whiting
liquidation. While none of the underlying facts or operations of law as to the
Company's rights or creditor priority had changed, the liquidation activities
proceeded more slowly than anticipated, making realization of those recoveries
uncertain. As a result, in 1992 those estimated recoveries were written off and
reserves associated with the underlying indemnity obligation were bolstered
because of adverse loss developments. These adjustments have been reported as
discontinued operations in the 1992 consolidated statement of income.

                                                                          41


<PAGE>   26

Note 15 - Quarterly Financial Information (Unaudited)
The Company's 1993 and 1992 quarterly operating results have not been reviewed
by the Company's independent certified public accountants.


<TABLE>
<CAPTION>
(in thousands of dollars, except per share data)       NET INCOME (LOSS)           CASH         STOCK PRICE RANGE
                                                                                 DIVIDENDS
(1)                                     REVENUE        AMOUNT       PER SHARE    PER SHARE      HIGH     -    LOW
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>            <C>          <C>          <C>          <C>   
1994

First quarter (2)                       $27,948        $ 4,529        $ 0.54       $0.10        $19.50   -   $17.63
Second quarter                           22,849          1,988          0.23        0.10         20.50   -    18.25
Third quarter (3)                        24,568          3,530          0.41        0.10         22.75   -    19.75
Fourth quarter                           24,142          3,238          0.38        0.12         21.75   -    19.50
-------------------------------------------------------------------------------------------------------------------
                                        $99,507        $13,285        $ 1.56       $0.42
===================================================================================================================
                                                                              
-------------------------------------------------------------------------------------------------------------------
1993                                                                          

First quarter                           $24,116        $ 2,195        $ 0.26       $0.10        $19.00   -   $16.00
Second quarter (4)                       22,810            714          0.08        0.10         21.25   -    17.25
Third quarter                            24,771          2,498          0.30        0.10         20.00   -    18.25
Fourth quarter                           23,873          2,596          0.31        0.10         20.25   -    16.87
-------------------------------------------------------------------------------------------------------------------
                                        $95,570        $ 8,003        $ 0.95       $0.40
===================================================================================================================
                                                                              
-------------------------------------------------------------------------------------------------------------------
1992                                                                          

First quarter                           $23,294        $ 2,103        $ 0.25       $0.10        $15.75   -   $11.50
Second quarter                           20,032            746          0.09        0.10         16.00   -    13.50
Third quarter                            22,382          1,258          0.15        0.10         14.00   -    11.25
Fourth quarter (5)                       23,602         (1,546)        (0.19)       0.10         17.00   -    12.75
-------------------------------------------------------------------------------------------------------------------
                                        $89,310        $ 2,561        $ 0.30       $0.40
===================================================================================================================
</TABLE>
                                                                


(1)     Quarterly financial information is affected by seasonal variations. The
        timing of contingent commissions, policy renewals and acquisitions may
        cause revenues, expenses and net income to vary significantly between
        quarters.
(2)     First quarter 1994 net income increased $1,342,000, or $0.16 per share,
        from the sale of a portion of the Company's investment in Rock-Tenn
        Company (see Note 1).
(3)     Third quarter 1994 net income increased $700,000, or $0.08 per share,
        due to the reduction in general tax reserves (See Note 9).
(4)     Second quarter 1993 net income increased $818,000 from the sale of
        certain insurance accounts and other assets, and decreased $1,151,000
        due to merger-related combination costs.
(5)     Fourth quarter 1992 includes loss from discontinued operations of
        $1,580,000 or $0.30 per share. Fourth quarter net income (loss) also
        includes expenses of $2,147,000, or $0.26 per share, from charges
        associated with certain costs and uncollectible receivables arising from
        purchased acquisitions, costs related to the merger with Brown &        
        Brown, and additions to income tax reserves.

42                                      


<PAGE>   27

R
eport of Independent Certified Public Accountants

To the Board of Directors of Poe & Brown, Inc., Daytona Beach, Florida
        We have audited the accompanying consolidated balance sheets of Poe &
Brown, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1994.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.
        We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe our audits provide a reasonable basis for
our opinion.
        In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Poe &
Brown, Inc. and subsidiaries at December 31, 1994 and 1993, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.  
        As discussed in Note 1 to the consolidated financial statements, in 
1994 the Company changed its method of accounting for certain investments in 
debt and equity securities.



Tampa, Florida
January 28, 1995


                                                                            43



<PAGE>   28

Management's Report on Financial Statements and Internal Controls

To the Shareholders of Poe & Brown, Inc.
        The management of Poe & Brown, Inc. has the responsibility for
preparing the accompanying consolidated financial statements and for their
integrity and objectivity.  The statements, which include amounts that are
based on management's best estimates and judgments, based upon current
conditions and circumstances, have been prepared in conformity with generally
accepted accounting principles and are free of material misstatement.
Management also prepared the additional information contained in the annual
report and is responsible for its accuracy and consistency with the
consolidated financial statements.
        Management of Poe & Brown, Inc. has developed and maintains a system of
internal control over the preparation of its published annual and interim
financial statements which is designed to provide reasonable assurance that the
Company's assets are safeguarded and protected from improper use.  The system
is constantly monitored, revised and improved to meet changing business
conditions, company growth, and recommendations made by the independent
auditors.
        Management has assessed the Company's system of internal control over
the preparation of its published annual and interim financial statements.
Based on this assessment, it is management's opinion that its system of
internal control as of December 31, 1994 is effective in providing reasonable
assurance that its published annual and interim financial statements are free
of material misstatement.
        The Audit Committee of the Company's Board of Directors is composed of
the non-employee directors and the Chief Executive Officer and is responsible
for approving the selection of the independent certified public accounting
firm.  The Audit Committee meets periodically with the Company's internal
auditors and the independent auditors, as well as with management, to review
accounting, auditing, internal controls and financial reporting matters.  The
internal auditors and the independent auditors have private and confidential
access to the Audit Committee.



J. Hyatt Brown                                  Timothy L. Young
Chairman, President                             Vice President, Treasurer
Chief Executive Officer                         & Chief Financial Officer

44                                      



<PAGE>   29


SIX-YEAR STATISTICAL SUMMARY (UNAUDITED)

<TABLE>
<CAPTION>
(in thousands, except per share data and Other Information)         Year Ended December 31,
                                          1994          1993           1992         1991         1990         1989
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>          <C>          <C>          <C>   
Revenues                                                            

Commissions & fees                      $ 93,826      $ 92,350       $ 86,127     $ 79,859     $ 77,494     $ 68,061
Investment income                          5,092         2,031          2,426        2,865        1,932        2,327
Other income                                 589         1,189            757          275          272          927
Total Revenues                            99,507        95,570         89,310       82,999       79,698       71,315
--------------------------------------------------------------------------------------------------------------------

Expenses                                                                                                  

Compensation and benefits                 51,229        51,203         49,954       44,377       42,639       36,570
Other operating expenses                  22,418        25,413         24,601       21,284       21,495       22,461
Amortization expense                       4,197         4,288          4,396        4,680        4,251        3,391
Interest expense                           1,311         1,734          2,038        1,855        1,561          940
Total expenses                            79,155        82,638         80,989       72,196       69,946       63,362
--------------------------------------------------------------------------------------------------------------------
Income before income taxes and loss                                                                 
  from discontinued operations            20,352        12,932          8,321       10,803        9,752        7,953
Income Taxes                               7,067         4,929          4,180        4,122        3,667        2,792
--------------------------------------------------------------------------------------------------------------------
Income from continuing operations         13,285         8,003          4,141        6,681        6,085        5,161
Loss from discontinued operations              -             -          1,580          805          190          263
Net Income                              $ 13,285      $  8,003       $  2,561     $  5,876     $  5,895     $  4,898
--------------------------------------------------------------------------------------------------------------------

Earnings per Share Information                                      

Income from continuing operations       $   1.56      $   0.95       $   0.49     $   0.81     $   0.73     $   0.63
Loss from discontinued operations              -             -           0.19         0.10         0.02         0.03
--------------------------------------------------------------------------------------------------------------------
Net income per share                    $   1.56      $   0.95       $   0.30     $   0.71     $   0.71     $   0.60
====================================================================================================================
                                                                    
Weighted average number of shares                                   
  outstanding                              8,524         8,425          8,423        8,243        8,285        8,232
Dividends paid per share (1)            $   0.42      $   0.40       $   0.40     $   0.32     $   0.32     $   0.32
                                                                    
Year-end Financial Position                                         

Working capital (deficiency)            $  7,969      $  2,687       $ (3,528)    $  1,107     $ (5,602)    $ (8,662)
Intangible assets, net                  $ 32,620      $ 35,493       $ 34,913     $ 29,916     $ 28,858     $ 24,062
Total assets                            $139,335      $ 33,329       $127,591     $114,818     $119,413     $ 93,859
Long-term debt                          $  7,430      $ 17,316       $ 18,423     $ 18,687     $ 14,594     $  9,149
Shareholders' equity                    $ 44,044      $ 27,218       $ 21,319     $ 22,291     $ 18,057     $ 13,412
Total shares outstanding                                            
  (excluding treasury shares)              8,552         8,359          8,232        8,511        8,039        7,913
                                                                    
Other Information                                                   

Number of full-time                                                 
  equivalent employees                       971           980           1079         1041         1062          912
Revenue by employee                     $102,478      $ 97,520       $ 82,771     $ 79,730     $ 75,045     $ 78,196
Book value per share                    $   5.15      $   3.26       $   2.59     $   2.62     $   2.25     $   1.69
Stock price at year end,                                            
  (average of bid & ask)                $ 21,750      $ 17,875       $ 16,750     $ 12,000     $  8,000     $ 12,750
Stock price earnings multiple              13,94         18,82          55,83        16,90        11.26        21.25
Return on average shareholder's equity        37%           33%            12%          29%          37%          42%
</TABLE>
                                                            

(1)     It is anticipated that the Company will continue to pay comparable
        annual dividends on its common stock.

                                                                             45


<PAGE>   30
                           SHAREHOLDER INFORMATION




<TABLE>
<S>                                                    <C>
                                                       Corporate Offices                                                  
                                                                                                                                   
                                                       220 South Ridgewood Avenue              702 North Franklin Street  
                                                       Daytona Beach, Florida 32114            Tampa, Florida 33602       
                                                       (904) 252-9601                          (813) 222-4100             
                                                                                                                                   
The following graph is a comparison of five            Outside Counsel                                                    
years of total returns for the Company as                                                                                          
compared with the NASDAQ Market (US) Index,            Cobb Cole & Bell                        Holland & Knight           
and a group of peer insurance broker and               150 Magnolia Avenue                     400 North Ashley Street    
agency companies (Alexander & Alexander                Daytona Beach, Florida 32115            Tampa, Florida 33602       
Services Inc., Arthur Gallagher & Co.,                                                                                             
Hilb, Rogal and Hamilton Company, and                  Corporate Information and Shareholder Services                     
Marsh & McLennan Companies Inc.).  The                                                                                             
returns of each company have been weighed              In addition to this report, Poe & Brown, Inc.'s annual report to the         
according to their respective stock market             Securities and Exchange Commission (Form 10-K) may be obtained without       
capitalizations as of January 1, 1994 for              charge by writing to the Secretary, Poe & Brown, Inc., P.O. Box 1384,        
purposes of arriving at a peer group                   Tampa, Florida 33601. A reasonable charge will be made for copies of the     
average.  The total calculations are based             exhibits to the Form 10-K.                                                   
upon an assumed $100 investment on                                                                                               
December 31, 1989, with dividend reinvestment.         Annual Meeting                                                               
                                                                                                                                 
                                                       The Annual Meeting of Shareholders of Poe & Brown Inc. will be held on       
                                                       April 19, 1995 at 9:00 a.m. in the Regency II Ballroom, Hyatt Regency        
    [GRAPH described above]                            Tampa, Two Tampa City Center, Tampa, Florida 33602.                          
                                                                                                                                 
                                                       Transfer Agent and Registrar                                                 
                                                                                                                                 
                                                       First Union Bank of North Carolina                                           
                                                       Two First Union Center                                                       
                                                       Charlotte, North Carolina 28288                                              
                                                                                                                                 
                                                       Independent Certified Public Accountants                                     
            [GRAPH]                                                                                                      
                                                       Ernst & Young, LLP                                                           
The above graph shows the closing stock prices         Tampa, Florida 33602                                                         
for the years ending December 31, 1991, 1992, 
1993 and 1994.                                         Stock Listing                                                                
                                                                                                                                    
                                                       National Market System of NASDAQ                                             
                                                       Symbol POBR                                                                  
                                                       Approximate number of shareholders of record: 975 as of February 17, 1995.   
                                                                                                                                    
                                                       

</TABLE>
                                               


                                               
                                               

<PAGE>   31

Appendix A

Narrative Description of Graphs Appearing at Page 1 of the 1994 Annual Report
to Shareholders:

Graph 1)     Historical Revenue Growth, in millions:

             Total Revenue (approximate) by year:

             1989 - 71.3
             1990 - 79.7
             1991 - 82.9
             1992 - 89.3
             1993 - 95.6
             1994 - 99.5

Graph 2)     Net Income, in millions:

             Net Income (approximate) per year:

             1989 -  4.9
             1990 -  5.9
             1991 -  5.9
             1992 -  2.6
             1993 -  8.0
             1994 - 13.3

Graph 3)     Earnings Per Share, in dollars:

             Earnings per share (approximate) by year:

             1989 -  .60
             1990 -  .71
             1991 -  .71
             1992 -  .30
             1993 -  .95
             1994 - 1.56





<PAGE>   1
 
                                                                      EXHIBIT 23
 
              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
     We consent to the incorporation by reference in this Annual Report (Form
10-K) of Poe & Brown, Inc. of our report dated January 28, 1995, included in the
1994 Annual Report to Shareholders of Poe & Brown, Inc.
 
     Our audits also included the financial statement schedule of Poe & Brown,
Inc. listed in Item 14(a). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedule referred to above, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
 
     We also consent to the incorporation by reference in Post-Effective
Amendment Number 1 dated December 3, 1992 to Registration Statement Number
33-1900 dated November 27, 1985 (Form S-8), Registration Statement Number 33-76
dated September 3, 1985 (Form S-8), Post-Effective Amendment Number 2 to
Registration Statement Number 2-61019 dated May 27, 1980 (Form S-8),
Registration Statement Number 33-41204 dated June 12, 1991 (Form S-8), and
Registration Statement Number 33-41825 dated July 22, 1991 (Form S-8) of our

report dated January 28, 1995, with respect to the consolidated financial
statements incorporated herein by reference, and our report included in the
preceding paragraph with respect to the financial statement schedule included in
this Annual Report (Form 10-K) of Poe & Brown, Inc.
 
                                          /s/  ERNST & YOUNG LLP
 
Tampa, Florida
March 27, 1995



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
                                                                      EXHIBIT 27
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF POE & BROWN FOR THE TWELVE MONTHS ENDED DECEMBER 31,
1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR  
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                          22,999
<SECURITIES>                                       927
<RECEIVABLES>                                   56,154
<ALLOWANCES>                                        69
<INVENTORY>                                          0
<CURRENT-ASSETS>                                86,287
<PP&E>                                          19,762
<DEPRECIATION>                                  11,476
<TOTAL-ASSETS>                                 139,335
<CURRENT-LIABILITIES>                           78,318
<BONDS>                                              0
<COMMON>                                           855
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                      43,189
<TOTAL-LIABILITY-AND-EQUITY>                   139,335
<SALES>                                         93,826
<TOTAL-REVENUES>                                99,507
<CGS>                                                0
<TOTAL-COSTS>                                   77,844
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,311
<INCOME-PRETAX>                                 20,352
<INCOME-TAX>                                     7,067
<INCOME-CONTINUING>                             13,285
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,285
<EPS-PRIMARY>                                     1.56
<EPS-DILUTED>                                     1.56
        

</TABLE>