Exhibit 10.8


This Instrument Prepared By and
To Be Returned To:

Mark K. Somerstein, Esq.
Ruden, McClosky, Smith,
Schuster & Russell, P.A.

P.O. Box 1900
Fort Lauderdale, FL 33302

                   FLORIDA REAL ESTATE MORTGAGE, ASSIGNMENT OF
                     LEASES AND RENTS AND SECURITY AGREEMENT

         THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT
(the "Mortgage") is made and entered into as of the 29th day of April, 1999, by
PETMEDEXPRESS.COM, INC., a Florida corporation (the "Mortgagor"), whose address
is 3350 N.W. 53rd Street, Fort Lauderdale, Florida 33309, and SOUTHTRUST BANK,
NATIONAL ASSOCIATION (the "Mortgagee"), whose address is P.O. Box 460, Boynton
Beach, Florida 33425-0460.

                              W I T N E S S E T H:

         WHEREAS, Mortgagor is justly and lawfully indebted to Mortgagee in the
sum of ONE MILLION SIX HUNDRED EIGHTY THOUSAND DOLLARS ($1,680,000) (the
"Loan"), as evidenced by a promissory note executed by Mortgagor in the original
principal amount of $1,680,000 payable to the order of Mortgagee, bearing the
same date as this Mortgage (the "Note"); and

         WHEREAS, Mortgagor and all makers, endorsers, sureties, guarantors,
accommodation parties and all persons liable or to become liable with respect to
the Loan are each included in the term "Obligor" as used in this Mortgage;

         NOW, THEREFORE, to secure the payment of the Loan and such future or
additional advances as may be made by Mortgagee, at its option and for any
purpose, to Mortgagor or Mortgagor's permitted successor(s) in title, provided
that all those advances are to be made within twenty (20) years from the date of
this Mortgage (the total amount of indebtedness secured by this Mortgage may
decrease or increase from time to time, but the total unpaid balance so secured
at any one time shall not exceed twice the original principal amount of the
Loan, plus interest and any disbursements made for the payment of taxes, levies
or insurance on the property covered by the lien


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<PAGE>

of this Mortgage with interest on those disbursements), and to secure the full
and faithful performance of the covenants and agreements contained in the Note,
this Mortgage and all other instruments and documents executed in connection
with the Loan by Mortgagor and/or any other Obligor (the "Loan Documents"),
Mortgagor hereby grants, bargains, sells, conveys, assigns, transfers,
mortgages, pledges, delivers, sets over, warrants and confirms to Mortgagee, and
grants Mortgagee a security interest in:

         All those certain lots, pieces, or parcels of land lying and being in
Broward County, State of Florida (the "Property"), together with the buildings
and improvements now or hereafter situated thereon, said land being legally
described as follows:

            See Schedule "A" attached hereto and made a part hereof.

         TOGETHER WITH all and singular the tenements, hereditaments, easements,
riparian rights and other rights now or hereafter belonging or appurtenant to
the Property, and the rights (if any) in all adjacent roads, ways, streams,
alleys, strips and gores, and the reversion or reversions, remainder and
remainders, rents, issues and profits thereof, and all the estate, right, title,
interest, property, claim and demand whatsoever of Mortgagor of, in and to the
same and every part and parcel thereof;

         TOGETHER WITH any and all fixtures (collectively, the "Fixtures") now
or hereafter owned by Mortgagor and now or hereafter located at, affixed to,
placed upon or used in connection with the Property or any present or future
improvements thereon and any other items of property, wherever kept or stored,
if acquired by Mortgagor with the intent of incorporating them in the Property
or any improvements to the Property; together also with all additions thereto
and replacements and proceeds thereof (Mortgagor hereby agreeing, with respect
to all additions and replacements and proceeds, to execute and deliver from time
to time such further instruments as may be requested by Mortgagee to confirm
their inclusion herein); all of which foregoing items described in this
paragraph are hereby declared to be part of the real estate and encumbered by
this Mortgage;

         TOGETHER WITH (a) any and all awards or payments, including interest
thereon and the right to receive the same, growing out of or resulting from any
exercise of the power of eminent domain (including the taking of all or any part
of the Premises, as defined hereinafter), or any alteration of the grade of any
street upon which the Property abuts, or any other injury to, taking of, or
decrease in the value of the Premises or any part thereof; (b) any unearned
premiums on any hazard, casualty, liability, or other insurance policy carried
for the benefit of Mortgagor and/or Mortgagee with respect to the Premises (as
defined hereinafter); (c) all rights of Mortgagor in and to all supplies and
materials delivered to or located upon the Property or elsewhere and used or
usable in connection with the construction or refurbishing of improvements on
the Property; and (d) all rights of Mortgagor in, to, under, by virtue of,
arising from or growing out of any and all present


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or future contracts, instruments, accounts, insurance policies, permits,
licenses, trade names, plans, appraisals, reports, paid fees, choses-in-action,
subdivision restrictions or declarations or other intangibles whatsoever now or
hereafter dealing with, affecting or concerning the Property, the improvements
thereto, or any portion thereof or interest therein, including but not limited
to: (i) all contracts, plans and permits for or related to the Property or its
development or the construction or refurbishing of improvements on the Property,
(ii) any agreements for the provision of utilities to the Property, (iii) all
payment, performance and/or other bonds, (iv) any contracts now existing or
hereafter made for the sale by Mortgagor of all or any portion of the Property,
including any deposits paid by any purchasers (howsoever such deposits may be
held) and any proceeds of such sales contracts, including any purchase-money
notes and mortgages made by such purchasers, and (v) any declaration of
condominium, restrictions, covenants, easements or similar documents now or
hereafter recorded against the title to all or any portion of the Property; and

         TOGETHER WITH all of Mortgagor's rights to enter into any lease or
lease agreement regarding all or any part of the Property, and all of
Mortgagor's rights to encumber the Property further for debt, Mortgagor hereby
(a) representing as a special inducement to Mortgagee to make the Loan that, as
of the date hereof, there are no encumbrances to secure debt prior or junior to
this Mortgage, and (b) covenanting that there are to be none as of the date when
this Mortgage is recorded;

         TO HAVE AND TO HOLD the above-described and granted property,
appurtenances and rights (referred to collectively in this Mortgage as the
"Premises") unto Mortgagee in fee simple forever.

         PROVIDED, HOWEVER, that these presents are upon the condition that if
Mortgagor (a) shall pay or cause to be paid to Mortgagee the principal and all
interest payable in respect of the Loan and any future advance made under this
Mortgage and any other sums secured by this Mortgage, at the time and in the
manner stipulated in the Note or this Mortgage or any other Loan Document, all
without any deduction or credit for taxes or other similar charges paid by
Mortgagor, (b) shall punctually perform, keep and observe all and singular the
covenants and promises in the Note and any future advance agreement(s), in any
renewals, extensions or modifications thereof, and in this Mortgage or any other
Loan Document expressed to be performed, kept and observed by and on the part of
Mortgagor, and (c) shall not permit or suffer to occur any default under this
Mortgage or any other Loan Document, then this Mortgage and all the interests
and rights hereby granted, bargained, sold, conveyed, assigned, transferred,
mortgaged, pledged, delivered, set over, warranted and confirmed shall cease,
terminate and be void, but shall otherwise remain in full force and effect.

         Mortgagor covenants with and warrants to Mortgagee: (a) that Mortgagor
has good and marketable title to the Property, is lawfully seized and possessed
of the Property in fee simple and


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<PAGE>

has good right to sell and convey the same; (b) that the Premises are
unencumbered; and (c) that Mortgagor shall forever warrant and defend the
Premises unto Mortgagee against the lawful claims and demands of all persons
whomsoever, and shall make such further assurances to perfect fee simple title
to the Property in Mortgagee as Mortgagee may reasonably require. Mortgagor
further covenants and agrees with Mortgagee as follows:

         1. Mortgagor shall pay all sums due Mortgagee at the time and in the
manner provided in the Note, this Mortgage, any other Loan Document or any
instrument evidencing a future advance, and Mortgagor shall otherwise perform,
comply with and abide by each and every one of the stipulations, agreements,
conditions and covenants contained in the Note, this Mortgage or any other Loan
Document.

         2. Mortgagor shall pay all taxes, assessments (whether general or
special) and other charges whatsoever levied, assessed, placed or made against
all or any part of the Premises or any interest of Mortgagee therein, or against
the Note, this Mortgage, any Loan Document or any obligation thereunder.
Mortgagor shall make such payment in full (and shall deliver to Mortgagee the
paid receipts) upon the same first becoming due and payable. If Mortgagor shall
fail, neglect or refuse to pay any such taxes, assessments or other charges as
aforesaid, then Mortgagee at its option may pay the same, and any funds so
advanced by Mortgagee shall bear interest, shall be paid and shall be secured as
provided in paragraph 14.

         3. Insurance.

            (1) Mortgagor shall maintain property insurance with a reputable and
highly rated insurance company or companies licensed in Florida and reasonably
acceptable to Mortgagee, covering all buildings and improvements now or
hereafter located on the Property and all the Fixtures and all tangible personal
property encumbered by this Mortgage, for an amount not less than their full
insurable value on a replacement cost basis, without contribution or coinsurance
(or with coinsurance and an agreed amount endorsement), for the benefit of
Mortgagor and Mortgagee as their interests may appear, by policies on such
terms, in such form and for such periods as Mortgagee shall require or approve
from time to time, insuring with extended coverage and broad form coverage
against loss or damage by fire, lightning, flood, windstorm, hail, aircraft,
riot, vehicles, explosion, smoke, falling objects, weight of ice or snow or
sleet, collapse, sudden tearing asunder, breakage of glass, freezing,
electricity, sprinkler leakage, water damage, earthquake, vandalism and
malicious mischief, theft, riot attending a strike, civil commotion, war risks
(when and if war risk coverage is available), and when and to the extent
required by Mortgagee, against any other risks. Regardless of the types or
amounts of insurance required and approved by Mortgagee, Mortgagor shall assign
and deliver to Mortgagee all policies of insurance which insure against any loss
or damage to the Premises or any part thereof, as collateral and further
security for the payment


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of the Loan, with loss payable to Mortgagee pursuant to a standard mortgagee
clause acceptable to Mortgagee.

            (2) If Mortgagor defaults in so insuring the Premises or any part
thereof or in so assigning and delivering the policies, at its option Mortgagee
may effect such insurance from year to year and pay the premiums therefor, and
any such sums advanced by Mortgagee shall bear interest, shall be paid and shall
be secured as provided in paragraph 14.

            (3) If Mortgagee receives any money for loss or damage by reason of
such insurance, then Mortgagee at its option may retain such proceeds and apply
them toward the payment of the Loan (in any order of priority Mortgagee may deem
appropriate in its sole discretion), or Mortgagee may disburse them to
Mortgagor, under such safeguards as Mortgagee shall deem appropriate in its sole
discretion, for the reconstruction or restoration or repair of the damaged
Premises, but Mortgagee shall not be obligated to see to the proper application
by Mortgagor of any such disbursement.

            (4) Mortgagor shall obtain and carry general comprehensive liability
insurance with a reputable and highly rated insurance company or companies
licensed in Florida and reasonably acceptable to Mortgagee, which policy shall
name both Mortgagor and Mortgagee as insureds, with initial limits of not less
than One Million Dollars ($1,000,000) as to personal injury or death, and Five
Hundred Thousand Dollars ($500,000) with respect to property damage (or such
greater or different limits which Mortgagee may require from time to time) and
on such terms, in such form and for such periods as Mortgagee shall approve from
time to time.

            (5) In the event Mortgagor shall lease in excess of forty percent
(40%) of the Premises, then Mortgagor shall obtain and carry rent insurance in
favor of Mortgagee as loss payee covering against the loss of rents in the event
the improvements on the Property are damaged, in an amount equal to or exceeding
the annual rent roll for the insured improvements.

            (6) In the event of a foreclosure of this Mortgage, the purchaser of
the Premises shall succeed to all the rights of Mortgagor in and to all policies
of insurance required under this Mortgage, including any right to unearned
premiums.

            (7) Not less than thirty (30) days prior to the expiration date of
each policy required under this Mortgage, Mortgagor shall deliver to Mortgagee a
renewal policy or policies marked "premium paid" or accompanied by other
evidence of payment satisfactory to Mortgagee.

            (8) Each policy of insurance required under this Mortgage shall be
non-cancelable without at least thirty (30) days' advance written notice to
Mortgagee.


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<PAGE>

            (9) Mortgagee reserves the right to require boiler and
machinery insurance, worker's compensation insurance, sinkhole and wind damage
insurance, and other insurance coverages as Mortgagee may reasonably require.

         The policy or policies of insurance shall: (i) be from companies and in
coverage amounts acceptable to Mortgagee; (ii) contain a standard mortgagee
clause in favor of Mortgagor naming Mortgagee as a mortgagee and including a
lender's loss payee clause in such policy, as applicable; and (iii) be evidenced
by original policies or certified copies of policies deposited with Mortgagee,
as Mortgagee may elect, to be held by Mortgagee until the Debt shall have been
fully paid and discharged. Mortgagor shall furnish Mortgagee satisfactory
evidence of payment of all premiums required and similar evidence of renewal or
replacement coverage not later than thirty (30) days prior to the date any
coverage will expire.

                  Each insurance policy or endorsement required herein shall be
written by an insurer having a rating not less than "AXII" Best's Rating
according to the most current edition of Best's Key Rating Guide as determined
at the time of the initial policy and at all times during the term hereof. All
policies shall indicate that notices related to such insurance shall be sent to
Mortgagee at:

                           SouthTrust Bank, National Association
                           P.O. Box 460
                           Boynton Beach, Florida 33425-0460
                           Attention:  Susan King

         4. At Mortgagee's option following a default hereunder, Mortgagor shall
pay to Mortgagee, together with and in addition to each regular installment of
principal and/or interest payable under the Note, an amount deemed sufficient by
Mortgagee to provide Mortgagee with funds in an escrow account sufficient to pay
the taxes, assessments, insurance premiums and other charges next due at least
thirty (30) days before the date the same are due. In no event shall Mortgagee
be liable for any interest on any such funds held in the escrow account. At
least thirty (30) days before the date the same are due, Mortgagor shall furnish
to Mortgagee an official statement of the amount of said taxes, assessments,
insurance premiums and other charges, and Mortgagee shall pay the same, but only
if sufficient funds remain in the escrow account. In the event of any deficiency
in the escrow account, Mortgagor shall upon notice from Mortgagee immediately
deposit with Mortgagee such additional funds as Mortgagee may deem necessary to
cure the deficiency, in its sole discretion. If Mortgagee elects to pay any such
taxes, assessments, insurance premiums or other charges notwithstanding the
escrow account deficiency, then all sums advanced by Mortgagee in excess of the
escrow account balance shall bear interest, shall be paid and shall be secured
as


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<PAGE>

provided in paragraph 14. An official receipt for such sums shall be conclusive
evidence of Mortgagees payment and of the validity of the tax, assessment,
insurance premium or other charge so paid. In the event of any default under the
Note or this Mortgage or any other Loan Document, Mortgagee at its option may
apply any or all funds in the escrow account against the Loan or any other sums
secured by this Mortgage, in any order of priority Mortgagee may deem
appropriate in its sole discretion. At the time of any permitted transfer of the
title to all of the Premises then encumbered by this Mortgage, the balance in
the escrow account shall inure to the benefit of such transferee without any
specific assignment of such funds. Upon payment in full of the Loan and all
other sums secured by this Mortgage, the funds remaining in the escrow account
(if any) shall be paid over to the record owner of the Premises encumbered by
this Mortgage as of the date of such full payment.

         5. Without the prior written consent of Mortgagee, which Mortgagee may
grant or withhold in its reasonable discretion, no building or other
improvements covered by the lien of this Mortgage shall be removed, demolished
or materially altered or enlarged (except as required in the event of fire,
other casualty or condemnation). Notwithstanding the foregoing, Mortgagor shall
have the right to remove and dispose of, free from the lien of this Mortgage,
such Fixtures as from time to time may become worn out or obsolete, provided
that, simultaneously with or prior to such removal, Mortgagor shall have
replaced any such Fixtures with new Fixtures (of at least the same quality as
that of the replaced Fixtures when it was new) which shall be free from any
title retention or other security agreement or other encumbrance, and, by such
removal and replacement, Mortgagor shall be deemed to have subjected such new
Fixtures to the lien of this Mortgage. Without the prior written consent of
Mortgagee, which Mortgagee may grant or withhold in its sole discretion,
Mortgagor shall not undertake any development of the Property or any adjoining
land owned or controlled by Mortgagor, nor construct any new improvements
thereon, nor initiate or join in or consent to any new (or any change in any
existing) private restrictive covenant, zoning ordinance, master plan, site
plan, easement, or other public or private restrictions limiting or defining the
uses which may be made of the Property, said adjoining land or any part thereof.
Mortgagor shall complete and pay for any permitted development and/or
improvements undertaken on the Property within a reasonable time after
commencing the same.

         6. Mortgagor shall do everything necessary to maintain the Premises in
good condition and repair, shall operate the Premises in a first-class manner,
shall not commit or suffer any waste, impairment, abandonment or deterioration
of the Premises, shall promptly pay all utility fees for services provided to
the Premises, and shall comply with (or cause compliance with) all applicable
restrictive covenants and all statutes, ordinances and requirements of any
governmental authorities having jurisdiction over the Premises or the use
thereof. In the event of any fire or other casualty loss or damage to all or any
part of the Premises, Mortgagor shall notify Mortgagee within forty-eight (48)
hours of such occurrence. Mortgagor shall promptly repair, restore, replace or


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<PAGE>

rebuild any part of the Premises which may be damaged or destroyed by any
casualty whatsoever or which may be affected by any condemnation, alteration of
grade, or other public or quasi-public taking or injury. If Mortgagor shall
fail, neglect or refuse to repair or maintain the Premises as aforesaid, then
Mortgagee may at its option undertake such repairs or maintenance, and any funds
advanced therefor by Mortgagee shall bear interest, shall be paid and shall be
secured as provided in paragraph 14.

         7. As further security for the repayment of the Loan, Mortgagor hereby
assigns and transfers to Mortgagee all rents, income, issues and profits of the
Premises and all right, title and interest of Mortgagor in and under all leases
and tenancies and occupancy agreements of any nature whatsoever (and any
extensions and renewals thereof) now or hereafter affecting the Premises (the
"Leases"). Mortgagor hereby empowers Mortgagee, its agents or attorneys, to
demand, collect, sue for, receive, settle, compromise and give acquittances for
all of the rents that may become due under the Leases and to avail itself of and
pursue all remedies for the enforcement of the Leases and Mortgagor's rights
thereunder that Mortgagor could have pursued but for this assignment. Mortgagee
is hereby vested with full power and authority to use all measures, legal and
equitable, deemed necessary or proper by Mortgagee to enforce this assignment,
to collect the rents so assigned, and/or to cure any default and perform any
covenant of Mortgagor as the landlord under any Leases, including without
limitation the right to enter upon all or any part of the Premises and to take
possession thereof to the extent necessary to exercise such powers. Mortgagee
shall have the right (but not the obligation) to advance any sums necessary to
exercise such powers, which sums shall bear interest, shall be paid and shall be
secured as provided in paragraph 14. Mortgagor hereby empowers Mortgagee to use
and apply all such rents and other income of the Premises to the payment of the
Loan and all interest thereon and any other indebtedness or liability of
Mortgagor to Mortgagee, and to the payment of the costs of managing and
operating the Premises, including without limitation: (i) taxes, special
assessments, insurance premiums, damage claims, and the costs of maintaining,
repairing, rebuilding, restoring and making rentable any or all of the Premises;
(ii)all sums advanced by Mortgagee (with interest thereon) for the payment of
such costs or for any other reason permitted by this Mortgage or any other Loan
Document; and (iii) all costs, expenses and attorney's fees incurred by
Mortgagee in connection with the enforcement of this Mortgage and/or any Lease;
all in such order of priority as Mortgagee may deem appropriate in its sole
discretion.

            (1) Mortgagee shall not be obliged to press any of the rights or
claims of Mortgagor assigned hereby, nor to perform or carry out any of the
obligations of the landlord under any Lease, and Mortgagee assumes no duty or
liability whatsoever in connection with or arising from or growing out of the
covenants of Mortgagor in any Lease. This Mortgage shall not operate to make
Mortgagee responsible for the control, care, management or repair of all or any
part of the Premises, nor shall it operate to make Mortgagee liable for (i) the
performance or carrying out of any of the terms or conditions of any Lease, (ii)
any waste of the Premises by any tenant or any other person,


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<PAGE>

(iii) any dangerous or defective condition of the Premises, nor (iv) any
negligence in the management, upkeep, repair or control of all or any part of
the Premises resulting in loss or injury or death to any tenant, licensee,
employee or stranger. Mortgagor hereby indemnifies and holds Mortgagee harmless
against any and all liability, loss, claim, damage, costs and attorney's fees
whatsoever which Mortgagee may or might incur under any Lease or by reason of
this assignment, and against any and all claims or demands whatsoever (and any
related costs and attorney's fees) which may be asserted against Mortgagee by
reason of any alleged obligations or undertakings on its part to perform or
discharge any of the terms, covenants or agreements contained in any Lease.
Nothing herein contained shall be construed as constituting Mortgagee a trustee
or mortgagee in possession.

            (2) Mortgagor shall promptly deliver to Mortgagee a true, correct
and complete copy of each Lease as and when Mortgagor shall enter into the same,
and Mortgagor shall procure and deliver to Mortgagee estoppel letters or
certificates from each tenant, in form and substance satisfactory to Mortgagee,
within thirty (30) days after Mortgagee's request therefor. Mortgagor hereby
represents and warrants to Mortgagee (and shall be deemed to have represented
and warranted to Mortgagee upon and as of the date of delivering to Mortgagee a
copy of each Lease), except as previously or concurrently disclosed to and
approved by Mortgagee in writing: (i) that each such copy delivered (or to be
delivered) to Mortgagee is true, correct and complete; (ii) that Mortgagor is
the sole owner of the entire landlord's interest in each Lease and has not
previously assigned or pledged any Lease or any interest therein to any person
other than Mortgagee; (iii) that all the Leases are in full force and effect and
have not been altered, modified or amended in any manner whatsoever; (iv) that
each tenant thereunder has accepted that tenant's respective premises and is
paying rent on a current basis; (v) that no default exists on the part of such
tenants or on the part of Mortgagor as landlord in their respective performances
of the terms, covenants, provisions and agreements contained in the Leases; (vi)
that no rent has been paid by any of the tenants for more than two (2) months in
advance; (vii) that Mortgagor is not indebted to any tenant in any manner
whatsoever so as to give rise to any right of set-off against or reduction of
the rents payable under any Lease; and (viii) that no payments of rents to
accrue under any Lease has been or will be waived, released, reduced, discounted
or otherwise discharged or compromised by Mortgagor directly or indirectly,
whether by assuming any tenant's obligations with respect to other premises or
otherwise.

            (3) Mortgagor covenants and agrees with Mortgagee: (i) that each
Lease shall remain in full force and effect irrespective of any merger of the
interests of the landlord and tenant thereunder; (ii) that without the prior
written consent of Mortgagee, which consent shall not be unreasonably withheld,
Mortgagor shall not terminate, modify or amend any Lease or any guaranty
thereof, nor grant any concessions in connection therewith (either orally or in
writing) nor accept any surrender or cancellation thereof, and that any
attempted termination, modification,


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<PAGE>

amendment, concession, surrender or cancellation without such written consent
shall be null and void; (iii) that Mortgagor shall not collect more than two (2)
months' rent, income and/or profits arising or accruing under any Lease in
advance of the due date for the same, nor discount any future accruing rents,
nor suffer or permit to arise in favor of any tenant any release of liability or
any right to withhold payment of rent, nor take any action or permit any
omission or exercise any right of election which would in any way impair the
value of any Lease or diminish any tenant's liability thereunder or have the
effect of terminating or shortening the stated term of any Lease; (iv) that
Mortgagor shall perform all of Mortgagor's covenants and agreements as landlord
under each Lease and shall promptly send Mortgagee copies of any notice of
alleged default on the part of Mortgagor as landlord received from any tenant
thereunder; (v) that if requested by Mortgagee, Mortgagor shall expeditiously
and in good faith enforce the Leases and all remedies available to Mortgagor in
case of default by the tenants thereunder; and (vi) that Mortgagor shall not
execute any other assignment or pledge of any Lease or any interest therein or
any of the rents thereunder, nor consent to any tenant's assignment of any Lease
or any subletting thereunder, nor request, accept, consent to or agree to any
subordination of any Lease to any mortgage other than this Mortgage now or
hereafter affecting the Premises.

            (4) Although Mortgagor and Mortgagee intend that this instrument
shall be a present assignment, it is expressly understood and agreed that so
long as no default shall exist under the Note, this Mortgage or any other Loan
Document, Mortgagor may collect assigned rents and profits for not more than two
(2) months in advance of the accrual thereof, but upon the occurrence of any
such default, or at any time during its continuance, all rights of Mortgagor to
collect or receive rents or profits shall wholly terminate upon notice from
Mortgagee. The tenants under all the Leases are hereby irrevocably authorized to
rely upon and comply with (and shall be fully protected in so doing) any notice
or demand by Mortgagee for the payment to Mortgagee of any rental or other sums
which may be or thereafter become due under the Leases, or for the performance
of any of the tenants' undertakings under the Leases, and none of them shall
have any right or duty to inquire as to whether any default hereunder or under
the Note or any Loan Document shall have actually occurred or is then existing.

         8. Mortgagor shall not grant any other lien or mortgage on all or any
part of the Premises or any interest therein, nor make any further assignment of
the leases and rentals of the Premises, without the prior written consent of
Mortgagee, which Mortgagee may grant or withhold in its sole discretion; any
such unpermitted lien or mortgage or assignment by Mortgagor shall entitle
Mortgagee to accelerate the maturity of the Loan and foreclose this Mortgage.
Any such other lien or mortgage or assignment shall be junior to this Mortgage
and to all permitted tenancies now or hereafter affecting the Premises or any
portion thereof and shall be subject to all renewals, extensions, modifications,
releases, interest rate increases, future advances, changes or exchanges
permitted by this Mortgage, all without the joinder or consent of such junior
lienholder or mortgagee


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<PAGE>

or assignee and without any obligation on Mortgagee's part to give notice of any
kind thereto. Mortgagor shall maintain in good standing any other mortgage or
encumbrance to secure debt affecting any part of the Premises from time to time
and shall not commit or permit or suffer to occur any default thereunder, nor
shall Mortgagor accept any future advance under or modify the terms of any such
mortgage or encumbrance which may then be superior to the lien of this Mortgage.
Except for encumbrances permitted by Mortgagee, Mortgagor shall not commit or
permit or suffer to occur any act or omission whereby any of the security
represented by this Mortgage shall be impaired or threatened, or whereby any of
the Premises or any interest therein shall become subject to any attachment,
judgment, lien, charge or other encumbrance whatsoever, and Mortgagor shall
immediately cause any such attachment, judgment, lien, charge or other
encumbrance to be discharged or otherwise bonded or transferred to other
security. Mortgagor shall not directly or indirectly do anything or take any
action which might prejudice any of the right, title or interest of Mortgagee in
or to any of the Premises or impose or create any direct or indirect obligation
or liability on the part of Mortgagee with respect to any of the Premises.

         9. Mortgagor shall not cause or permit or suffer to occur any of the
following events without the prior written consent of Mortgagee, which except as
expressly set forth Mortgagee may grant or withhold in its sole discretion, and
if any of the same shall occur without such consent, then Mortgagee shall have
the right to accelerate the maturity of the Loan and foreclose this Mortgage:
(a) if all or any portion of the legal or equitable title to all or any portion
of the Premises or any interest therein shall in any manner whatsoever be sold,
conveyed or transferred, either voluntarily or by operation of law; (b) if
Mortgagor shall enter into any lease or other arrangement with any third party
regarding the use or possession by such third party of all or in excess of fifty
percent (50%) of the Premises (regardless of whether such lease or arrangement
includes an option to purchase); (c) the transfer, assignment, sale, pledge or
hypothecation of the stock of the Mortgagor whereby Marc A. Puleo does not own
and control at least fifteen percent (15%) of the stock of the Mortgagor; or (d)
if Mortgagor shall pay, repay or distribute any funds to any guarantor of the
Loan or any other person directly or indirectly related to Mortgagor (such as a
stockholder, partner or beneficiary).

         10. From time to time and on demand, Mortgagor shall execute and
deliver to Mortgagee (and pay the costs of preparing and recording) any further
instruments required by Mortgagee to reaffirm, correct or perfect the evidence
of the obligations secured hereby and the security interest of Mortgagee in all
the property intended to be mortgaged hereby, including but not limited to
mortgages, security agreements, financing statements, assignments and renewal
and substitution notes.

         11. Upon request made either personally or by mail, Mortgagor shall
certify, by a duly acknowledged writing, to Mortgagee or to any proposed
assignee of this Mortgage, the


                                       11
<PAGE>

amount of principal and interest and other sums then owing on the Loan and
whether any offsets or defenses exist against the payment of the Loan. Mortgagor
shall provide such estoppel certificate within five (5) days in the case of a
personal request and within ten (10) days after Mortgagor's receipt of a mailed
request. Mortgagor shall furnish to Mortgagee, within thirty (30) days after the
close of each fiscal year of Mortgagor, a financial statement of Mortgagor and
of the income and expenses of the Premises (which shall include financial
information regarding (i) the conduct of any business on the Premises, (ii) the
operation of the Premises, and (iii) the leasing of the Premises), in such
reasonable detail as Mortgagee may request, accompanied by an original
certification signed by a certified public accountant stating whether the
financial statements have been audited, reviewed or compiled. Compiled
statements shall be signed by the president, in the case of a corporation, by a
general partner, in the case of a general or limited partnership, by the
trustee, in the case of a trust, or, in the case of any other business entity,
by a duly appointed officer or representative satisfactory to Mortgagee. On
demand, Mortgagor shall provide to Mortgagee executed counterparts of any such
leases and convenient facilities for the audit and verification of any such
statement. Mortgagor shall also promptly furnish to Mortgagee any financial or
other information regarding Mortgagor or the Premises required by any Loan
Document or which Mortgagee may reasonably request from time to time. Mortgagor
shall also deliver to Mortgagee complete copies of all of its federal income tax
returns, accompanied by all forms and supporting schedules, simultaneously with
the filing thereof by Mortgagor. During any period (following notice and a
period of thirty (30) days to cure same) that Mortgagor fails to comply with the
provisions of this paragraph, or any guarantor of the Loan fails to deliver any
financial documents required by the terms of the guaranty executed by such
guarantor in favor of Mortgagee in connection with the Loan, and regardless of
whether Mortgagee declares this Mortgage to be in default, the Note, without
notice to Mortgagor, shall automatically bear interest at an augmented rate
equal to four percent (4%) above the interest accrual rate which would otherwise
then be in effect under the Note.

         12. Whenever Mortgagor or Mortgagee are obliged to give notice to the
other, such notice shall be in writing and shall be given personally or by
prepaid certified mail (return receipt requested), in which latter case notice
shall be deemed effectively made when the receipt is signed or when the
attempted initial delivery is refused or cannot be made because of a change of
address of which the sending party has not been notified. Any notice to
Mortgagee shall be addressed to the attention of a senior vice-president or
higher officer. Until the designated addresses are changed by notice given in
accordance with this paragraph, notice to either party shall be sent to the
respective address set forth on the first page of this Mortgage.

         13. At Mortgagees option, all of the principal and interest and other
sums secured by this Mortgage shall immediately or at any time thereafter become
due and payable without notice to any Obligor, and Mortgagee shall immediately
have all the rights accorded Mortgagee by law and hereunder to foreclose this
Mortgage or otherwise to enforce this Mortgage, the Note and any other


                                       12
<PAGE>

Loan Document, upon the occurrence of any of the following defaults: (a) failure
to pay any sum due under the Note and the expiration of the grace period (if
any) provided in the Note for such payment; or (b) failure to repay any sum paid
or advanced by Mortgagee under the terms of this Mortgage or any other Loan
Document (with interest thereon), as provided in paragraph 14; or (c) failure to
pay any tax, assessment, utility charge, or other charge against the Premises or
any part thereof as and when required by this Mortgage; or (d) actual or
threatened waste, impairment, abandonment, deterioration, removal, demolition,
material alteration or enlargement of any building or other improvements on the
Property, or the commencement of construction of any new building or other
improvements on any part of the Property, in either case without the prior
written consent of Mortgagee, which Mortgagee may grant or withhold in its sole
discretion; or (e) failure to obtain, assign, deliver or keep in force the
policies of insurance required by this Mortgage or any other Loan Document; or
(f) Mortgagor's failure or refusal (following notice and a period of thirty (30)
days to cure same) to certify, within the time required by this Mortgage, the
amount due under the Loan and whether any offsets or defenses exist against
payment of the Loan; or (g) Mortgagor's filing for record, without the prior
written consent of Mortgagee, which Mortgagee may grant or withhold in its sole
discretion, of any notice limiting the maximum principal amount that may be
secured by this Mortgage to an amount less than the limit set forth in the
future advance clause on the first page of this Mortgage; or (h) any sale,
transfer (whether voluntary or by operation of law), pledge, hypothecation or
further encumbrancing of all or any part of the Premises or any interest therein
or any interest in Mortgagor, or the additional assignment of all or any part of
the rents, income or profits arising therefrom, in either case without the prior
written consent of Mortgagee, which Mortgagee may grant or withhold in its sole
discretion; or (i) Mortgagor's failure to remove of record (whether by payment
or transferring to bond), any involuntary lien on the Premises or any part
thereof within twenty (20) days after its filing, or the filing of any suit
against the Premises upon any claim or lien other than this Mortgage (whether
superior or inferior to this Mortgage); or (j) Mortgagor's failure to comply
within ten (10) days with a requirement, order or notice of violation of a law,
ordinance, or regulation issued or promulgated by any political subdivision or
governmental department claiming jurisdiction over the Premises or any operation
conducted on the Property (or, if such order or notice provides a time period
for compliance, Mortgagor's failure to comply within such period), or, in the
case of a curable noncompliance requiring longer than the applicable time period
for its cure, Mortgagor's failure to commence to comply with said order or
notice within said period or failure thereafter to pursue such cure diligently
to completion; or (k) the issuance of any order by the State of Florida, or any
subdivision, instrumentality, administrative board or department thereof,
declaring unlawful or suspending any operation conducted on the Premises; or (l)
the filing by the United States of America or any instrumentality thereof in any
court of competent jurisdiction of any notice of intention to acquire under the
power of eminent domain any estate less than an estate in fee simple in the
entire Property, or the recording by the State of Florida, any instrumentality
thereof or any other person with eminent domain powers, of a notice of taking of
any estate less than an estate in fee simple in the entire Property; or (m) if
any


                                       13
<PAGE>

representation, warranty, affidavit, certificate or statement made or delivered
to Mortgagee by or on behalf of any Obligor from time to time in connection with
the Loan or this Mortgage or any other Loan Document shall prove false,
incorrect or misleading in any material respect; or (n) sixty (60) days
following the death or mental or physical incapacity of any Obligor who is a
natural person unless the Mortgagee shall have consented to a substitute
Obligor, which determination shall be in the Mortgagor's sole discretion, or the
dissolution or merger or consolidation or termination of existence of any other
Obligor, or the failure or cessation or liquidation of the business of any
Obligor, or if the person(s) controlling any Obligor which is a business entity
shall take any action authorizing or leading to the same; or (o) any default,
following any applicable cure period, by any Obligor in the payment of any
indebtedness for borrowed money (whether direct or contingent and whether
matured or accelerated) to Mortgagee or to any person whomsoever, or if any
Obligor shall become insolvent or unable to pay such Obligor's debts as they
become due; or (p) the disposition or transfer or exchange of all or
substantially all of any Obligor's assets for less than fair market value, or
the issuance of any levy, attachment, charging order, garnishment or other
process against any property of any Obligor, or the filing of any lien against
any such property (and the expiration of any grace period provided in any Loan
Document for the discharge of such lien); or (q) if any Obligor shall make an
assignment for the benefit of creditors, file a petition in bankruptcy, apply to
or petition any tribunal for the appointment of a custodian, receiver,
intervenor or trustee for such Obligor or a substantial part of such Obligor's
assets, or if any Obligor shall commence any proceeding under any bankruptcy,
arrangement, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect, or if any Obligor shall by
act or omission approve, consent to or acquiesce in the filing of any such
petition or application against such Obligor or the appointment of any such
custodian, receiver, intervenor or trustee or the commencement of any such
proceeding against such Obligor or the entry of an order for relief with respect
to such Obligor, or if any such petition or application shall have been filed or
proceeding commenced against any Obligor which remains undismissed for thirty
(30) days or more or in which an order for relief is entered, or if any Obligor
shall suffer any such appointment of a custodian, receiver, intervenor or
trustee to continue undischarged for thirty (30) days or more; or (r) if any
Obligor shall have concealed, transferred, removed, or permitted to be concealed
or transferred or removed, any part of such Obligor's property with intent to
hinder, delay or defraud any of such Obligor's creditors, or if any Obligor
shall have made or suffered a transfer of any of such Obligor's properties which
may be invalid under any bankruptcy, fraudulent conveyance, preference or
similar law, or if any Obligor shall have made any transfer of such Obligor's
properties to or for the benefit of any creditor at a time when other creditors
similarly situated have not been paid; or (s) the failure to obtain any permit,
license, approval or consent from, or to make any filing with, any governmental
authority (or the lapse or revocation or rescission thereof once obtained or
made) which is necessary in connection with the Loan, any Loan Document or the
enforcement thereof, or if it shall become unlawful for Mortgagee to make or
maintain the Loan or for any Obligor to perform any of such Obligor's
obligations under any Loan Document; or (t) the existence of any uncured default
under


                                       14
<PAGE>

any other mortgage or encumbrance affecting any part of the Premises then
encumbered by this Mortgage, or Mortgagor's acceptance of any future advance
under, or modification of the terms of, any such other mortgage or encumbrance
which may then be superior to the lien of this Mortgage; or (u) Mortgagee's
election to accelerate the maturity of the Loan under the provisions of any
other Loan Document; or (v) if Mortgagor or any other Obligor shall fail to pay,
following any applicable cure period, any indebtedness for borrowed money owing
by Mortgagor or such other Obligor; or (w) if any change or event shall occur
which in Mortgagee's exclusive judgment, acting reasonably, impairs any security
for the Loan, increases Mortgagee's risk in connection with the Loan, or
indicates that any Obligor may be unable to perform such Obligor's obligations
under any Loan Document; or (x) any default, following any applicable cure
period, in the observance or performance of any other covenant or agreement of
any Obligor in this Mortgage (provided, however, with respect to non-monetary
defaults which are not specifically set forth in this Paragraph 13, Mortgagor
shall have a period of ten (10) days following notice of the default prior to
the Mortgagor being in default hereunder) or any other Loan Document, the
occurrence of any other event prohibited by the terms of this Mortgage or any
other Loan Document, following any applicable grace period, or the violation of
any other provision of this Mortgage or any other Loan Document; or (y) any
default, following any applicable cure period, by Marc A. Puleo ("Guarantor")
under any loan facility Guarantor has or may have with Mortgagee; or if Marc
Puleo, M.D. fails to remain actively involved in the senior management of
Mortgagor [and the Mortgagor has not provided a substitute satisfactory to the
Mortgagee within ninety (90) days, as determined in the Mortgagee's sole
discretion]. No consent or waiver expressed or implied by Mortgagee with respect
to any default under this Mortgage shall be construed as a consent or waiver
with respect to any further default of the same or a different nature; and no
consent or waiver shall be deemed or construed to exist by reason of any
curative action initiated by Mortgagee or any other course of conduct or in any
other manner whatsoever except by a writing duly executed by Mortgagee, and then
only for the single occasion to which such writing is addressed. In order to
accelerate the maturity of the Loan because of Mortgagor's failure to pay any
tax, assessment, insurance premium, charge, liability, obligation or encumbrance
upon the Premises as required by this Mortgage, or in order to accelerate
because of any other default, Mortgagee shall not be required to pay the same or
to advance funds to cure the default, notwithstanding Mortgagee's option under
this Mortgage or any other Loan Document to do so; no such payment or advance by
Mortgagee shall be deemed or construed a waiver of Mortgagee's right to
accelerate the maturity of the Loan on account of such failure or other default.

         14. In the event of any default in the performance of any of
Mortgagor's covenants or agreements contained in this Mortgage or any other Loan
Document or the violation of any term thereof, Mortgagee shall have the right
(but in no event the obligation) at its option to cure the default or take any
other action Mortgagee deems necessary or desirable to protect its security
(including without limitation the payment of any taxes, assessments, insurance
premiums,


                                       15
<PAGE>

charges, liens or encumbrances required of Mortgagor under this Mortgage),
without thereby waiving any rights or remedies otherwise available to Mortgagee.
If Mortgagee shall elect to advance at any time any sum(s) for the protection of
its security or for any other reason permitted or provided by any of the terms
of this Mortgage or any other Loan Document, then such sum(s) shall be deemed
Loan funds, shall be secured by this Mortgage and shall bear interest until paid
at the "Default Rate" provided in the Note commencing on the date they are
advanced by Mortgagee. If advanced by Mortgagee before the (natural or
accelerated) maturity date of the Loan, such sum(s) shall be due and payable by
Mortgagor on such maturity date or ten (10) days after Mortgagor first learns of
the advance, whichever is earlier, but if advanced after the (natural or
accelerated) maturity date, such sum(s) shall be due and payable immediately.
Mortgagee's lien on the Premises for such advances shall be superior to any
right or title to, interest in, or claim upon all or any portion of the Premises
junior to the lien of this Mortgage. Without the prior written consent of
Mortgagee, which Mortgagee may grant or withhold in its sole discretion,
Mortgagor shall not file for record any notice limiting the maximum principal
amount that may be secured by this Mortgage to an amount less than the limit set
forth in the future advance clause on the first page of this Mortgage.

         15. In any action to foreclose this Mortgage, or upon the actual or
threatened waste to any part of the Premises, Mortgagee shall have the right to
apply without notice for the appointment of a receiver of the Premises and the
rents and profits thereof, and Mortgagee shall be entitled to the appointment of
such a receiver as a matter of right, without consideration of the value of the
Premises as security for the amounts due Mortgagee or the solvency of any
Obligor. To the extent permitted by law, Mortgagor hereby waives any right to
object to the appointment of a receiver as aforesaid and expressly consents that
such appointment shall be made as an admitted equity and as a matter of absolute
right to Mortgagee.

         16. The rights and remedies of Mortgagee under this Mortgage or any
other Loan Document or applicable law shall be cumulative and concurrent and may
be pursued separately, successively or together against any Obligor(s), the
Premises, any other collateral for the Loan, or any one or more of the
foregoing, all at the sole discretion of Mortgagee, and may be exercised as
often as occasion therefor shall arise, all to the maximum extent permitted by
law. Mortgagee's pursuit of any remedy shall not preclude pursuit of any other
remedy until Mortgagee shall have recovered all sums due Mortgagee, together
with the appropriate interest thereon and all costs of collection, including
attorney's fees and appellate attorney's fees, with interest thereon. Neither
Mortgagor nor anyone claiming through or under Mortgagor shall set up, claim or
seek to take advantage of any appraisement, valuation, stay, moratorium,
extension, exemption or redemption laws, now or hereafter in force, in order to
prevent or hinder the enforcement or foreclosure of this Mortgage or the sale of
the Premises. To the maximum extent permitted by law, the Obligors, for
themselves and all who may claim through or under any of them, hereby severally
waive the benefit of all such laws and waive any and all rights to have the
Premises or any other collateral for the Loan


                                       16
<PAGE>

marshaled upon any foreclosure of this Mortgage or any other instrument securing
the Loan, and hereby severally agree that the Premises and any such other
collateral may be sold as an entirety or in such parcels, in such manner and in
such order as Mortgagee in its sole discretion may elect. In the event that
Mortgagor should seek protection under the U.S. Bankruptcy Code, or should
Mortgagor be adjudicated a Debtor thereunder, Mortgagor hereby consents to
relief from the automatic stay pursuant to 11 USC 362(d) to allow Mortgagee to
proceed to, and obtain, a final judgment of foreclosure of this Mortgage, to
complete a foreclosure sale pursuant thereto, to cause the issuance of a
certificate of title pursuant thereto, and to otherwise take all such actions as
Mortgagee may elect in its sole discretion in pursuance of the other rights and
remedies available to Mortgagee in the case of a default under this Mortgage.
Mortgagor hereby waives any protection under 11 U.S.C. 362(a).

         17. Mortgagor shall pay any and all costs, expenses and attorney's fees
incurred by Mortgagee (regardless of whether in connection with any action,
proceeding or appeal) to sustain the lien of this Mortgage or its priority, to
protect or enforce any of Mortgagee's rights under this Mortgage or under any
other Loan Document, to recover any indebtedness secured hereby, to contest or
collect any award or payment in connection with the taking or condemnation of
all or any part of the Premises, or for any title examination or abstract
preparation or title insurance policy relating to the Property, and all such
sums shall bear interest, shall be paid and shall be secured as provided in
paragraph 14.

         18. Notwithstanding any taking by eminent domain, any alteration of the
grade of any street, or any other injury to or decrease in value of the Premises
or any portion thereof caused by any public or quasi-public authority or person,
Mortgagor shall continue to pay interest on the Loan and all other sum(s)
secured hereby until Mortgagee shall have actually received the award or payment
for such taking or alteration or injury and shall have applied the same against
the Loan. Mortgagee at its option may retain any such award or payment and apply
all or part of the same toward payment of the Loan (in any order of priority
Mortgagee may deem appropriate in its sole discretion), or Mortgagee may
disburse all or part of such award or payment to Mortgagor for the purpose of
altering, restoring or rebuilding any part of the Premises which may have been
altered, damaged or destroyed as a result of any such taking or alteration or
injury, or for any other purpose or object satisfactory to Mortgagee in its sole
discretion. If all of the Property is so taken but the award or payment therefor
received by Mortgagee is insufficient to pay in full all sums then secured by
this Mortgage, then at Mortgagee's option the unpaid balance shall be
immediately due and payable.

         19. If at any time the State of Florida shall determine that the
intangible tax paid in connection with this Mortgage is insufficient or that the
documentary stamps affixed hereto are insufficient, and that additional
intangible tax should be paid or that additional stamps should be


                                       17
<PAGE>

affixed, then Mortgagor shall pay for the same, together with any interest or
penalties imposed in connection with such determination, and Mortgagor hereby
agrees to indemnify and hold Mortgagee harmless therefrom. If any such sums
shall be advanced by Mortgagee, they shall bear interest, shall be paid and
shall be secured as provided in paragraph 14.

         20. If any federal, state or local law shall hereafter be enacted which
(a) for the purpose of ad valorem taxation shall deduct the amount of any lien
from the value of real property, or (b) shall impose on Mortgagee the payment of
all or any part of the taxes or assessments or charges required to be paid
hereunder by Mortgagor, or (c) shall change in any way the laws for the taxation
of mortgages or debts secured thereby or Mortgagee's interest in the Premises,
or shall change the manner of collecting such taxes, so as to affect this
Mortgage or the debt secured hereby or the holder thereof, then upon demand
Mortgagor shall pay such taxes or assessments or charges imposed on Mortgagee or
shall reimburse Mortgagee therefor; provided, however, that if in the opinion of
Mortgagee's counsel the requirement that Mortgagor make such payments might be
unlawful or might result in the imposition of interest in excess of the maximum
lawful rate, then Mortgagee shall have the right to declare the Loan and all
other sums secured hereby to be due and payable thirty (30) days after notice
thereof to Mortgagor.

         21. This Mortgage is a "security agreement" and creates a "security
interest" in favor of Mortgagee as a "secured party" with respect to all
property described on the UCC-1 attached hereto and made a part hereof as
Exhibit B. Upon default under the Note, this Mortgage or any other Loan
Document, Mortgagee may at its option pursue any and all rights and remedies
available to a secured party with respect to any portion of the Premises so
covered by the Uniform Commercial Code, or Mortgagee may at its option proceed
as to all or any part of the Premises in accordance with Mortgagee's rights and
remedies in respect of real property. Mortgagor and Mortgagee agree that the
mention of any portion of the Premises in a financing statement filed in the
records normally pertaining to personal property shall never derogate from or
impair in any way their declared intention that all items of collateral
described in this Mortgage are part of the real estate encumbered hereby to the
fullest extent permitted by law, regardless of whether any such item is
physically attached to the improvements or whether serial numbers are used for
the better identification of certain items of Fixtures. Specifically, the
mention in any such financing statement of (a) the rights in or the proceeds of
any insurance policy, (b) any award in eminent domain proceedings for a taking
or for loss of value, (c) Mortgagor's interest as lessor in any present or
future lease or right to income growing out of the use or occupancy of the
Property or improvements thereto, whether pursuant to lease or otherwise, or (d)
any other item included in the definition of the Premises, shall never be
construed to alter any of the rights of Mortgagee as determined by this Mortgage
or to impugn the priority of Mortgagee's lien and security interest with respect
to the Premises; such mention in a financing statement is declared to be for the
protection of Mortgagee in the event any court shall hold that notice of
Mortgagee's priority of interest with respect to any


                                       18
<PAGE>

such portion of the Premises must be filed in the Uniform Commercial Code
records in order to be effective against or to take priority over any particular
class of persons, including but not limited to the federal government and any
subdivision or instrumentality of the federal government. This Mortgage or a
carbon, photographic copy or other reproduction hereof or of any financing
statement shall be sufficient as a financing statement.

         22. Any payment made in accordance with the terms of the Note or this
Mortgage by any person at any time liable for the payment of the whole or any
part of the sums now or hereafter secured by this Mortgage, by any subsequent
owner of the Premises, or by any other person whose interest in the Premises
might be prejudiced in the event of a failure to make such payment (or by any
partner, stockholder, officer or director of any such person), shall be deemed,
as between Mortgagee and all such persons who at any time may be so liable or
may have an interest in the Premises, to have been made on behalf of all such
persons. Mortgagee's acceptance of any payment which is less than full payment
of all amounts then due and payable to Mortgagee, even if made by one other than
the person liable therefor, shall not constitute a waiver of any rights or
remedies of Mortgagee.

         23. Mortgagor consents and agrees that, at any time and from time to
time without notice, (a) Mortgagee and the owner(s) of any collateral then
securing the Loan may agree to release, increase, change, substitute or exchange
all or any part of such collateral, and (b) Mortgagee and any person(s) then
primarily liable for the Loan may agree to renew, extend or compromise the Loan
in whole or in part or to modify the terms of the Loan in any respect
whatsoever. Mortgagor agrees that no such release, increase, change,
substitution, exchange, renewal, extension, compromise or modification, no sale
of the Premises or any part thereof, no forbearance on the part of Mortgagee,
nor any other indulgence given by Mortgagee (whether with or without
consideration) shall relieve or diminish in any manner the liability of any
Obligor, nor adversely affect the priority of this Mortgage, nor limit or
prejudice or impair any right or remedy of Mortgagee. All Obligors and all those
claiming by, through or under any of them hereby jointly and severally waive any
and all right to prior notice of, and any and all defenses or claims based upon,
any such release, increase, change, substitution, exchange, renewal, extension,
compromise, modification, sale, forbearance or indulgence.

         24. This Mortgage shall be governed by, and construed and enforced in
accordance with, the laws of the State of Florida, excepting only that federal
law shall govern to the extent it may permit Mortgagee to charge, from time to
time, interest on the Loan at a rate higher than may be permissible under
applicable Florida law.

         25. In no event shall any agreed to or actual exaction charged,
reserved or taken as an advance or forbearance by Mortgagee as consideration for
the Loan exceed the limits (if any)


                                       19
<PAGE>

imposed or provided by the law applicable from time to time to the Loan for the
use or detention of money or for forbearance in seeking its collection;
Mortgagee hereby waives any right to demand any such excess. In the event that
the interest provisions of the Note or any exactions provided for in the Note,
this Mortgage or any other Loan Document shall result at any time or for any
reason in an effective rate of interest that transcends the maximum interest
rate permitted by applicable law (if any), then without further agreement or
notice the obligation to be fulfilled shall automatically be reduced to such
limit and all sums received by Mortgagee in excess of those lawfully collectible
as interest shall be applied against the principal of the Loan immediately upon
Mortgagee's receipt thereof, with the same force and effect as though the payor
had specifically designated such extra sums to be so applied to principal and
Mortgagee had agreed to accept such extra payment(s) as a premium-free
prepayment or prepayments.

         26. Any provision of this Mortgage which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction only, be ineffective only to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

         27. Mortgagee and any persons authorized by Mortgagee shall have the
right, from time to time at the discretion of Mortgagee, following reasonable
notice to Mortgagor, to enter and inspect the Premises. At any time after
default under the terms of the Note, this Mortgage or any other Loan Document,
if any of the buildings, improvements or Fixtures now or hereafter located on or
in the Property shall be unprotected or unguarded, or if any improved portion of
the Property shall be allowed to remain vacant or deserted, then at its option
Mortgagee may employ watchmen for the Property and expend any monies deemed
necessary by Mortgagee to protect the Property and the buildings, improvements
and Fixtures thereon from waste, vandalism and other hazards, depredation or
injury, and any sums expended by Mortgagee for such purpose shall bear interest,
shall be paid and shall be secured as provided in paragraph 14.

         28. Mortgagor agrees that the management of the Premises shall be
conducted at all times by Mortgagor or by such other professional property
management organization as Mortgagee shall approve in writing, which Mortgagee
may grant or withhold in its reasonable discretion. At any time after default
under the Note, this Mortgage or any other Loan Document, if Mortgagee shall
determine in its sole discretion that the management or maintenance of the
Premises is unsatisfactory, then Mortgagor shall employ as managing agent of the
Premises such person(s) as Mortgagee may designate from time to time, at
Mortgagor's sole expense and for the duration of the default. Any sums advanced
by Mortgagee in connection with such managing agent shall bear interest, shall
be paid and shall be secured as provided in paragraph 14.


                                       20
<PAGE>

         29. Mortgagor shall deliver to Mortgagee or its designated agent any
abstract or abstracts of title now owned or hereafter acquired by Mortgagee
covering the Property as further security for the Loan, which abstract(s) shall
remain in the possession of Mortgagee or its agent at all times until all sums
secured by this Mortgage are paid in full. In the event of a foreclosure of this
Mortgage or other transfer of title to the Premises, all right, title and
interest of Mortgagor in and to such abstract(s) of title shall pass to the
foreclosure purchaser or other transferee.

         30. In the event Mortgagee shall be named as a party to any lawsuit
brought at any time involving any Obligor or with respect to the Premises, this
Mortgage or the Loan, or if Mortgagor shall incur any costs or expenses in
connection with any lawsuit involving any Obligor or the Premises in which
Mortgagee is not a party (i.e., if Mortgagee is called upon to produce
documentation, information, or to provide testimony), then regardless of the
type or merits of such lawsuit, Mortgagor shall defend Mortgagee and indemnify
and hold Mortgagee fully harmless from, and shall reimburse Mortgagee for any
and all claims, demands, damages, liabilities, judgments, losses, costs,
expenses and attorney's fees incurred by Mortgagee and arising out of or
resulting from any such lawsuit or any appeal in connection therewith, including
all internal costs for time incurred by Mortgagee's officers and other employees
calculated at Mortgagee's standard rates (which are available to Mortgagor upon
Mortgagor's request). This provision shall survive the satisfaction or other
termination of this Mortgage.

         31. Mortgagee is hereby subrogated (a) to the lien(s) of each and every
mortgage, lien or other encumbrance on all or any part of the Premises which is
fully or partially paid or satisfied out of the proceeds of the Loan, and (b) to
the rights of the owner(s) and holder(s) of any such mortgage, lien or other
encumbrance. The respective rights under and priorities of all such mortgages,
liens or other encumbrances shall be preserved and shall pass to and be held by
Mortgagee as security for the Loan, to the same extent as if they had been duly
assigned by separate instrument of assignment and notwithstanding that the same
may have been canceled and satisfied of record.

         32. In order to induce Mortgagee to make the Loan, Mortgagor represents
and warrants that: (a) except as previously or concurrently disclosed in writing
to Mortgagee, there are no actions, suits or proceedings pending or threatened
against or affecting any Obligor or any portion of the Premises, or involving
the validity or enforceability of this Mortgage or the priority of its lien,
before any court of law or equity or any tribunal, administrative board or
governmental authority, and no Obligor is in default under any other
indebtedness or with respect to any order, writ, injunction, decree, judgment or
demand of any court or any governmental authority; (b) the execution and
delivery of the Note, this Mortgage and all other Loan Documents do not and
shall not (i) violate any provisions of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award applicable to any Obligor,
nor (ii) result in a breach of, or constitute a default


                                       21
<PAGE>

under, any indenture, bond, mortgage, lease, instrument, credit agreement,
undertaking, contract or other agreement to which any Obligor is a party or by
which any of them or their respective properties may be bound or affected; (c)
the Note, this Mortgage and all other Loan Documents constitute valid and
binding obligations of the Obligor(s) executing the same, enforceable against
such Obligor(s) in accordance with their respective terms; (d) all financial
statements of the Obligors previously delivered to Mortgagee have been prepared
in accordance with generally accepted accounting principles consistently applied
and fairly present the correct respective financial conditions of the Obligors
as of their respective dates, and the foregoing shall be true with respect to
all financial statements of the Obligors delivered to Mortgagee hereafter; (e)
there is no fact that the Obligors have not disclosed to Mortgagee in writing
that could materially adversely affect their respective properties, businesses
or financial conditions or the Premises or any other collateral for the Loan;
(f) the Obligors have duly obtained all permits, licenses, approvals and
consents from, and made all filings with, any governmental authority (and the
same have not lapsed nor been rescinded or revoked) which are necessary in
connection with the execution or delivery or enforcement of this Mortgage or any
other Loan Document or the performance of any Obligor's obligations thereunder;
(g) the proceeds of the Loan are not being used to purchase or carry any "margin
stock" within the meaning of Regulation "U" of the Board of Governors of the
Federal Reserve System, nor to extend credit to others for that purpose; and (h)
each extension of credit secured by this Mortgage is exempt from the provisions
of the Federal Consumers Credit Protection Act (Truth-in-Lending Act) and
Regulation "Z" of the Board of Governors of the Federal Reserve System, because
Mortgagor is a person fully excluded therefrom, and/or because said extension of
credit is only for business or commercial purposes of Mortgagor and is not being
used for personal, family, household or agricultural purposes. Mortgagor
acknowledges and agrees that Mortgagee is relying on the representations and
warranties in this Mortgage and all other Loan Documents as a precondition to
making the Loan, and that all such representations and warranties shall survive
the closing of the Loan and any bankruptcy proceedings.

         33. If Mortgagor is a corporation, partnership or other business
entity, then Mortgagor hereby represents and warrants, in order to induce
Mortgagee to make the Loan, that: (a) Mortgagor is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its creation
and the state of Florida; (b) Mortgagor has all requisite power and authority
(corporate or otherwise) to conduct its business, to own its properties, to
execute and deliver the Note and this Mortgage and all other Loan Documents, and
to perform its obligations under the same; (c) the execution, delivery and
performance of the Note, this Mortgage and all other Loan Documents have been
duly authorized by all necessary actions (corporate or otherwise) and do not
require the consent or approval of Mortgagor's stockholders (if a corporation)
or of any other person or entity whose consent has not been obtained; and (d)
the execution, delivery and performance of the Note, this Mortgage and all other
Loan Documents do not and shall not conflict with any provision of Mortgagor's
by-laws or articles of incorporation (if a corporation), partnership agreement
(if a


                                       22
<PAGE>

partnership) or trust agreement or other document pursuant to which Mortgagor
was created and exists.

         34. In the event of any conflict between this Mortgage or any other
Loan Document, the provisions granting the greatest benefit to the Mortgagee
shall govern and control over the conflicting provisions of this Mortgage and
such other Loan Documents.

         35. Hazardous Waste. "Hazardous Waste" as used herein shall mean and
include those elements or compounds which are contained in the list of hazardous
substances adopted by the United States Environmental Protection Agency (EPA)
and the list of toxic pollutants designated by Congress or the EPA or defined by
any other federal, state or local statute, law, ordinance, code, rule,
regulation, order or decree regulating, relating to or imposing liability or
standards of conduct concerning any hazardous, toxic or dangerous waste,
substance or material as now or at any time in effect.

             (1) Representations and Warranties. Mortgagor specifically
represents and warrants that the use and operation of the Premises comply with
all applicable environmental laws, rules and regulations, including, without
limitation, the Federal Resource Conservation and Recovery Act and the
Comprehensive Environmental Response Compensation and Liability Act of 1980 and
all amendments and supplements thereto and Mortgagor shall continue to comply
therewith at all times. Specifically, and without limiting the generality of the
foregoing, there are not now and there shall not in the future be any Hazardous
Waste located or stored in, upon or at the Premises, and there are not now nor
shall there be at any time any releases or discharges from the Premises.

             (2) Indemnification.

                 (1) Mortgagor hereby agrees to indemnify Mortgagee and hold
Mortgagee harmless from and against any and all losses, liabilities, including
strict liability, damages, injuries, expenses, including attorneys' fees for
attorneys of Mortgagee's choice, costs of any settlement or judgment and claims
of any and every kind whatsoever paid, incurred or suffered by, or asserted
against, Mortgagee by any person or entity or governmental agency for, with
respect to, or as a direct or indirect result of, the presence on or under, or
the escape, seepage, leakage, spillage, discharge, emission or release from the
Premises of any Hazardous Waste (including, without limitation, any losses,
liabilities, including strict liability, damages, injuries, expenses, including
attorney's fees for attorneys of Mortgagee's choice, costs of any settlement or
judgment or claims asserted or arising under the Comprehensive Environmental
Response, Compensation and Liability Act, any federal, state or local
"Superfund" or "Superlien" laws, and any and all other statutes, laws,
ordinances, codes, rules, regulations, orders or decrees regulating,


                                       23
<PAGE>

with respect to or imposing liability, including strict liability, substances or
standards of conduct concerning any hazardous waste), regardless of whether
within Mortgagor's control.

                 (2) The aforesaid indemnification and hold harmless agreement
shall benefit Mortgagee from the date hereof and shall continue notwithstanding
payment, release or discharge of this Mortgage or the indebtedness, and, without
limiting the generality of the foregoing such obligations shall continue for the
benefit of Mortgagee and any subsidiary of Mortgagee during and following any
possession of the Premises hereby or any ownership of the Premises thereby,
whether arising by foreclosure or deed in lieu of foreclosure or otherwise, such
indemnification and hold harmless agreement to continue forever.

             (3) Notice of Environmental Complaint. If Mortgagor shall receive
any notice of: (i) the happening of any material event involving the spill,
release, leak, seepage, discharge or cleanup of any Hazardous Waste on the Land
or Premises in connection with Mortgagor's operations thereon; or (ii) any
complaint, order, citation or material notice with regard to air emissions,
water discharges or any other environmental, health or safety matter affecting
Mortgagor (an "Environmental Complaint") from any person or entity, then
Mortgagor immediately shall notify Mortgagee orally and in writing of said
notice.

             (4) Mortgagee's Reserved Rights. In the event of receipt of an
Environmental Complaint, Mortgagee shall have the right, but not the obligation
(and without limitation of Mortgagee's rights under this Mortgage) to enter onto
the Premises or to take such other actions as it shall deem necessary or
advisable to clean up, remove, resolve or minimize the impact of, or otherwise
deal with, any such Hazardous Waste or Environmental Complaint following receipt
of any notice from any person or entity having jurisdiction asserting the
existence of any Hazardous Waste or an Environmental Complaint pertaining to the
Premises or any part thereof which, if true, could result in an order, suit or
other action against Mortgagor and/or which, in Mortgagee's sole opinion, could
jeopardize its security under this Mortgage. All reasonable costs and expenses
incurred by Mortgagee in the exercise of any such rights shall be secured by
this Mortgage and shall be payable by Mortgagor upon demand.

             (5) Environmental Audits. If Mortgagee shall have reason to believe
that Hazardous Waste has been discharged on the Premises, Mortgagee shall have
the right, in its sole discretion, to require Mortgagor to perform periodically
to Mortgagee's satisfaction (but not more frequently than annually unless an
Environmental Complaint shall be then outstanding), at Mortgagor's expense, an
environmental audit and, if deemed necessary by Mortgagee, an environmental risk
assessment of: (i) the Premises; (ii) hazardous waste management practices
and/or (iii) Hazardous Waste disposal sites used by Mortgagor. Said audit and/or
risk assessment must be by an environmental consultant satisfactory to
Mortgagee. Should Mortgagor fail to perform


                                       24
<PAGE>

any such environmental audit or risk assessment within thirty (30) days after
Mortgagee's request, Mortgagee shall have the right to retain an environmental
consultant to perform such environmental audit or risk assessment. All costs and
expenses incurred by Mortgagee in the exercise of such rights shall be secured
by this Mortgage and shall be payable by Mortgagor upon demand.

             (6) Breach. Any breach of any warranty, representation or agreement
contained in this Section shall be an Event of Default and shall entitle
Mortgagee to exercise any and all remedies provided in this instrument, or
otherwise permitted by law.

         36. This space is intentionally left blank.

         37. Whenever the context of any provision of this Mortgage shall so
require, words in the singular shall include the plural, words in the plural
shall include the singular, and pronouns of any gender shall include the other
genders. Captions and headings in this Mortgage are for convenience only and
shall not affect its interpretation. All references in this Mortgage to
Exhibits, Schedules, paragraphs and subparagraphs refer to the respective
subdivisions of this Mortgage, unless the reference expressly identifies another
document. Wherever used in this Mortgage, unless the context clearly indicates a
contrary intention or unless this Mortgage specifically provides otherwise: (a)
the term "Mortgagor" shall mean "Mortgagor or any subsequent owner or owners of
the Premises"; (b) the term "Mortgagee" shall mean "Mortgagee or any subsequent
holder(s) of this Mortgage"; (c) the term "Note" shall mean "the Note, any
renewal notes and any additional notes hereafter to be issued and secured by
this Mortgage pursuant to the future advance provision hereof"; (d) the term
"Loan" shall mean "the Loan and any future or additional advances made by
Mortgagee from time to time for any reason permitted or provided by the terms of
this Mortgage or any other Loan Document"; and (e) the term "person" shall mean
"an individual, corporation, partnership, limited partnership, unincorporated
association, joint stock corporation, joint venture or other legal entity".

         38. Time is of the essence of all provisions of this Mortgage.
Mortgagor hereby waives all right of homestead exemption (if any) in the
Premises. If Mortgagor consists of more than one person, the obligations and
liabilities of each such person hereunder shall be joint and several, and
wherever the term "Mortgagor" is used it shall be deemed to refer to such
persons jointly and severally. If Mortgagor is a partnership, then all general
partners in Mortgagor shall be liable jointly and severally for the covenants,
agreements, undertakings and obligations of Mortgagor in connection with the
Loan, notwithstanding any contrary provision of the partnership laws of the
State of Florida. This Mortgage shall be binding upon the parties hereto and
their respective heirs, personal representatives, successors and assigns, and it
shall inure to the benefit of Mortgagee and its successors and assigns and to
the benefit of Mortgagor and Mortgagor's heirs, personal representatives and
permitted successors and assigns. This Mortgage may be executed in any


                                       25
<PAGE>

number of counterparts, each of which shall be deemed an original, but all of
which, together, shall constitute but one instrument. This Mortgage cannot be
changed except by an agreement in writing, signed by the party against whom
enforcement of the change is sought.

             39. Mortgagor's Covenants. In addition to any other covenant or
obligation of the Mortgagor hereunder, the Mortgagor shall, during the term of
the Loan:

                 (1) maintain and preserve its existence and all rights,
privileges, franchises and other authority for the conduct of its business;

                 (2) maintain its properties and facilities in good order;

                 (3) pay and discharge all taxes, assessment and governmental
charges in a timely manner, except those being contested in good faith;

                 (4) inform Mortgagee within ten (10) days of any actual or
potential contingent liabilities in excess of Fifty Thousand ($50,000) in the
aggregate (exclusive of trade debt incurred in the ordinary course of business);

                 (5) maintain proper casualty, liability and business
interruption insurance in amounts reasonably acceptable to Mortgagee, naming
Mortgagee as loss payee as its interest may appear;

                 (6) comply with all governmental laws, codes and ordinances and
applicable regulatory requirements;

                 (7) permit Mortgagee the right to inspect all records relating
to the Property; and

                 (8) not, without the prior written consent of Mortgagee:

                     (1) permit to exist a lien on or pledge any of the
Premises;

                     (2) this space is intentionally left blank.

                     (3) sell, lease, assign, or otherwise dispose of or
transfer any portion of the Premises;


                                       26
<PAGE>

                     (4) merge with another entity (Mortgagee's consent shall
not be unreasonably withheld with respec to this subparagraph (D);

                     (5) grant, suffer, or permit any contractual or
non-contractual lien or security interest on, or security interest in the
Premises, or fail to promptly pay when due all lawful claims, whether for labor,
materials or otherwise; and/or

                     (6) make any loans or advances to third parties, insiders
or affiliates in excess of Fifty Thousand Dollars ($50,000) in the aggregate.

         40. MORTGAGOR AND MORTGAGEE HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
MORTGAGE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF EITHER PARTY. MORTGAGOR ACKNOWLEDGES THAT THIS WAIVER OF
JURY TRIAL IS A MATERIAL INDUCEMENT TO THE MORTGAGEE IN EXTENDING CREDIT TO THE
MORTGAGOR, THAT THE MORTGAGEE WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS
JURY TRIAL WAIVER, AND THAT MORTGAGOR HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS
HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY
TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

         41. Financial Covenants: During the term of the Loan, the Mortgagor
shall, at all times, maintain the following covenants and Mortgagor shall
certify compliance at the request of the Mortgagee:

             (1) Minimum Working Capital of at least Two Million Dollars
($2,000,000). As set forth herein, Working Capital shall mean the difference
between current assets and current liabilities.

             (2) Maximum Senior Liabilities to Adjusted Net Worth ratio of 2:1.
As set forth herein: (i) Senior Liabilities to Adjusted Net Worth shall mean
senior liabilities divided by adjusted net worth; (ii) Senior Liabilities shall
mean total liabilities minus total subordinated debt; and (iii) Adjusted Net
Worth shall mean total net worth plus subordinated debt minus amounts due from
shareholders, affiliates, subsidiaries and employees.


                                       27
<PAGE>

             (3) Minimum Fixed Charge Coverage of 3:1. As set forth herein:
(i) Fixed Charge Coverage shall mean: (after tax income + total depreciation and
amortization + lease expense + interest expense) / (lease expense + interest
expense + current maturities of long term debt + subordinated debt); and (ii)
after tax income shall mean income after tax but before extraordinary items.

         42. Financial Reporting Requirements:

             (1) Mortgagor shall provide Mortgagee with: (i) fiscal year end
(3/31/99) company-prepared financial statements within sixty (60) days following
the end the fiscal year and audited financial statements with one hundred twenty
(120) days following fiscal year end; (ii) subsequent financial statements shall
be provided as follows: (a) quarterly Mortgagor prepared financial statements
within forty-five (45) days following the end of each quarter; (b) annual
audited financial statements within one hundred twenty (120) days following the
end of Mortgagor's fiscal year end (together with the auditor's management
letter); (iii) this space is intentionally left blank; (iv) this space is
intentionally left blank; and (v) Mortgagor's 10Q and 10K within ten (10) days
following filing.

             (2) Mortgagor shall provide Mortgagee such other reports reasonably
requested by Mortgagee.

         43. Year 2000 Compliance. The Mortgagor warrants and represents that
the Mortgagor has (i) initiated a review and assessment of all areas within its
and each of its Subsidiaries' business and operations (including those affected
by suppliers and vendors) that could be adversely affected by the "Year 2000
Problem" (that is, the risk that computer applications used by the Mortgagor or
any of its Subsidiaries (or its suppliers and vendors) may be unable to
recognize and perform properly date-sensitive functions involving certain dates
prior to and any date after December 31, 1999), (ii) developed a plan and
timeline for addressing the Year 2000 Problem on a timely basis, and (iii) to
date, implemented that plan in accordance with that timetable. The Mortgagor
reasonably believes that all computer applications (including those of its
suppliers and vendors) that are material to its or any of its subsidiaries'
business and operations will on a timely basis be able to perform properly
date-sensitive functions for all dates before and after January 1, 2000 (that
is, be "Year 2000 compliant"), except to the extent that a failure to do so
could not reasonably be expected to have Material Adverse Effect.

         WITNESS the due execution hereof as of the date first above written.

<TABLE>
<S>                                         <C>
Signed, sealed and delivered in
the presence of these witnesses:            PETMEDEXPRESS.COM, INC., a Florida corporation
</TABLE>


                                       28
<PAGE>

<TABLE>
<S>                                         <C>
Witness: Kenneth P. Wurtenberger            By: /s/ Marc Puleo, M.D.        (SEAL)
         --------------------------             ----------------------------------
Print Name: Kenneth P. Wurtenberger         Print Name: Dr. Marc Puleo
            -----------------------                     --------------------------
                                            Title: President/CEO
                                                   -------------------------------
Witness: Linda D. Purrington                Address:   3350 N.W. 53rd Street
         --------------------------                    Fort Lauderdale, FL 33309
Print Name: Linda D. Purrington
            -----------------------
</TABLE>

STATE OF FLORIDA                      )
                                      )  SS:
COUNTY OF BROWARD                     )

         I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgments, the foregoing instrument was acknowledged before me by Marc
Puleo, the President of PETMEDEXPRESS.COM, INC., a Florida corporation, freely
and voluntarily under authority duly vested in him/her by said corporation and
that the seal affixed thereto is the true corporate seal of said corporation.
He/She is personally known to me or who has produced Florida D.L. as
identification.

         WITNESS my hand and official seal in the County and State last
aforesaid this 29th day of April, 1999.
<TABLE>
<S>                                         <C>

                                            /s/ Linda D. Purrington
                                            -----------------------------------------------
                                            Notary Public


                                            -----------------------------------------------
                                            Typed, printed or stamped name of Notary Public
</TABLE>

My Commission Expires:


                                       29
<PAGE>



                                    EXHIBIT A

                                Legal Description



Parcel "A" of GATEWAY INDUSTRIAL CENTER NO.7, according to the Plat thereof,
recorded in Plat Book 84, at Page 6, of the Public Records of Broward County,
Florida.








                                       30
<PAGE>



                                    EXHIBIT B

                                   UCC-1 Form








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