Exhibit 10.4

                              EMPLOYMENT AGREEMENT

      AGREEMENT, effective as of September 7, 1999, between VANTAS Incorporated,
a Nevada corporation (the "Company"), and David J. Rupert ("Executive").

      In consideration of the mutual covenants and conditions provided herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Executive agree as follows:

      1. Term of Employment. The Company hereby employs Executive, and Executive
hereby accepts employment with the Company, for the period commencing as of
September 7, 1999 (the "Commencement Date") and ending on September 7, 2002 (the
"Term"), on the terms and conditions set forth in this Agreement. Executive and
the Company explicitly acknowledge and agree that such employment is terminable
prior to the end of the Term with notice given by either party in accordance
with the provisions of Paragraph 7. The Term of this Agreement shall
automatically be extended for successive six month periods thereafter unless at
least six months prior to the commencement date of any six month period, either
party shall have given written notice to the other party that the term of this
Agreement will not be extended for such extension period.

      2. Duties of Executive.

            (a) Title; Position. Executive is hereby employed as Executive Vice
President and Chief Operating Officer, reporting to the Chief Executive Officer
and as the Board of Directors may direct. Executive will render services to the
Company in this capacity, and in such other suitable and comparable executive
and administrative capacities normally attendant to such responsibilities and as
the Company may reasonably assign to him from time to time.

            (b) No Other Employment. Executive shall devote his entire business
time, attention and energies to the business of the Company and shall diligently
and faithfully serve the Company in such capacity during the term of this
Agreement, provided, that this provision shall not prevent Executive from
serving on civic and charitable boards or managing his and his immediate
family's investments, in each case, however, subject to the Company's policies
and only to the extent that such activities do not interfere with Executive's
performance of his duties under this Agreement.

      3. Annual Payment. The Company shall pay to Executive (i) a fixed salary
during the Term at an annual rate of $300,000 per year (the "Annual Salary"),
and (ii) in addition to the Annual Salary, a fixed payment at an annual rate of
$50,000 (the "Covenant Payment" and, together with the Annual Salary, the
"Annual Payment") as separate consideration for the Executive's covenants and
agreements contained in Paragraph 8. Each of the Annual Salary and the Covenant
Payment (i) shall be increased effective September 7, 2000, over the Annual
Salary and the Covenant Payment, respectively, in effect for the previous twelve
months, by the percentage increase from the Consumer Price Index (New
York-Northern New Jersey-Long Island, NY-NJ-CT-PA; All Items; 1982-84=100; NSA)
(the "CPI") for July 1999 to the CPI for July 2000, and (ii) shall be increased
effective September 7 of each subsequent year during which the Term of this
Agreement shall be in effect, over the Annual Salary and the Covenant Payment,
respectively, in effect for the previous twelve months, by the percentage
increase in the CPI over the previous twelve months (which for this purpose
shall be measured as of each respective July during the Term of the Agreement).
The Annual Payment shall be payable in such installments as is customary for
executives of the Company.

      4. Performance Bonus. Executive shall be eligible to receive a performance
bonus (the "Performance Bonus") for each calendar year during the Term with a
target amount of $150,000, or, in the case of any calendar year during the Term
where Executive is employed by the Company for only a portion of such calendar
year, a pro-rata amount thereof. The target amount of the Performance Bonus
shall be increased annually based on the CPI in the same manner as the Annual
Salary and the Covenant Payment. The Performance Bonus shall be determined and
paid as follows:

            (a) With respect to calendar year 1999, the Performance Bonus shall
be qualitative and the actual amount shall be based on an evaluation by the
Company's CEO of Executive's performance during the year, with the approval of
the Company's Board of Directors (the "Board").

            (b) With respect to each subsequent calendar year during the Term,
the Performance Bonus will be allocated between objective measures (tied to the
Company's financial performance and determined using the same formulas or
evaluation methods as are used in determining performance bonuses for such years
for other senior executives of the Company who do not have written employment
contracts)(the "Objective Component") and subjective factors (tied to
Executive's individual performance and based upon the achievement of specific
milestones that have been agreed to in advance of each calendar year by the CEO
and Executive)(the "Subjective Component"). The allocation of the Performance
Bonus shall be as follows: (1) not less than 50% and not more than 66 2/3% shall
be allocated to the Objective Component and (2) not less than 33 2/3% and not
more than 50% shall be allocated to the Subjective Component. The actual
allocation shall be determined in advance of each calendar year by the CEO with
the approval of the Board.

            (c) The Performance Bonus will be paid within 30 days after the
issuance of the Company's audited financial statements for the applicable year.

      5. Special Bonus. If Executive remains an employee of the Company on the
sixth month anniversary of the Commencement Date, he shall receive a bonus in
the amount of $95,000. If Executive remains an employee of the Company on the
first anniversary of the Commencement Date, he shall receive an additional bonus
in the amount of $95,000 (such payments are collectively referred to as the
"Special Bonus"). The Special Bonus shall be subject to all applicable
withholding requirements.

      6. Benefits; Expenses.

            (a) Executive shall be entitled to paid vacation each calendar year
in accordance with the Company's written policy. Executive shall be entitled to
participate in employee benefit plans, policies and programs, including health,
disability and life insurance plans, on the same terms and conditions made
available to other senior executives of the Company (except that the Company
shall pay the premiums for health insurance coverage for Executive's immediate
family).

            (b) The Company shall maintain during the Term a policy or policies
of term life insurance in an aggregate face amount of $4,000,000 (which amount
shall include the face amount of any life insurance made available to the
Executive pursuant to Paragraph 6(a) hereof), with proceeds payable to a
beneficiary designated by Executive, and the Company shall pay the premiums due
thereunder.

            (c) Executive shall be entitled to reimbursement of expenses
incurred in connection with his duties on behalf of the Company in accordance
with Company policy.

      7. Termination of Employment.

            (a) Definitions. The following terms shall have the following
meanings:

                  (i) "Cause" shall mean any of the following conditions:

                        (A) Executive has engaged in conduct which either (1)
resulted in a conviction of or plea of guilty or no contest to a misdemeanor
involving moral turpitude or involving the property of the Company, or (2)
resulted in a conviction of or plea of guilty or no contest to a felony under
the laws of the United States or any state or political subdivision thereof;

                        (B) Executive commits or engages in (1) a breach of his
fiduciary duty to the Company or any of its affiliates, (2) gross negligence or
willful misconduct in connection with his employment with the Company, or (3)
any transaction which Executive knows or should have known would constitute
self-dealing or conflict of interest between Executive and the Company and in
which Executive does or would receive any direct or indirect material economic
or pecuniary benefit without prior disclosure of such transaction to the Company
and receipt of prior approval from the Company;

                        (C) Executive violates the internal procedures or
policies of the Company of which he has been given notice in a manner which has
or reasonably may be expected to have a material adverse effect on the
reputation, business or prospects of the Company (and for this purpose, conduct
constituting employment discrimination or sexual harassment shall be
conclusively presumed to have a material adverse effect);

                        (D) Material default or other material breach by
Executive of Executive's obligations hereunder and failure to remedy such breach
within thirty (30) days after notice thereof; or

                        (E) Failure by Executive to perform diligently and
competently his duties hereunder, after written notice from the Company of such
failure and a reasonable period of time to remedy the deficiency described in
such notice.

                  (ii) "Disability" means Executive's physical or mental
incapacity which (A) in the reasonable good faith determination of the Company,
has rendered Executive incapable of performing the essential functions of his
job as contemplated by this Agreement, to the extent required hereunder prior to
the commencement of such Disability, for a total of 90 days in a 180 day period,
or (B) in the opinion of a physician selected by the Company and reasonably
acceptable to Executive, is anticipated to render Executive incapable of
performing the essential functions of his job as contemplated by this Agreement,
to the extent required hereunder prior to the commencement of such Disability,
for a total of 90 days in a 180 day period. The effective date of termination of
employment by reason of Disability shall be the earlier of the date of the
determination by the Company under clause (A) above, or the date the opinion of
the physician is rendered under clause (B) above.

                  (iii) "Good Reason" means any of the following: (A) the
failure to pay in a timely manner any Annual Payments, Performance Bonus or
Special Bonus due to Executive hereunder that the Company fails to remedy within
thirty (30) days after notice thereof by Executive; (B) a material breach by the
Company of any provision of this Agreement that the Company fails to remedy or
cease within thirty (30) days after notice thereof by Executive; (C) a material
reduction in Executive's duties provided in this Agreement that is so
substantial that it would reasonably be construed to change his position with
the Company; or (D) a reduction in the amount of the Annual Payments.

            (b) Termination of Employment. The employment of Executive may be
terminated at any time:

                  (i) upon the death of Executive; or

                  (ii) upon the Disability of Executive; or

                  (iii) by the Company, immediately for Cause (provided that any
termination of Executive's employment for Cause pursuant to any of clause (B),
(C), (D), or (E) of Paragraph 7(a)(1) of this Agreement shall be based on a good
faith determination by the Company of the facts and circumstances which the
Company deems relevant after giving Executive notice and an opportunity to
present a defense to the charges which are the basis of the proposed termination
for Cause); or

                  (iv) by the Company, upon 15 days written notice of
termination of Executive's employment without Cause (for purposes of this
Agreement, a notice by the Company pursuant to Paragraph 1 that the Term of the
Agreement is not extended beyond any then scheduled expiration of the Term shall
not be deemed a termination of Executive's employment without Cause); or

                  (v) by Executive, upon 15 days written notice of voluntary
termination of employment for Good Reason; or

                  (vi) by Executive, upon 15 days written notice of voluntary
termination of employment without Good Reason (for purposes of this Agreement, a
notice by the Company pursuant to Paragraph 1 that the Term of the Agreement is
not extended beyond any then scheduled expiration of the Term shall not be
deemed a termination of Executive's employment without Cause).

            (c) Compensation on Termination of Employment. Upon termination of
Executive's employment with the Company, his right to compensation or other
benefits following such termination shall be determined exclusively as follows:

                  (i) If Executive's employment is terminated by reason of death
or Disability, Executive (or his legal representative) shall be entitled (A) to
receive any Annual Payments accrued and unpaid up to the date of termination and
any portion of the Special Bonus which remains unpaid, (B) to be considered for
payment of a Performance Bonus determined in the manner provided in this
Agreement, but prorated for the period up to the date of termination of
employment; provided, however, that, with respect to the Subjective Component of
the Performance Bonus, Executive shall receive an amount not less than the
amount of the Subjective Component of the Performance Bonus awarded to Executive
for the previous full calendar year (pro-rated for the period up to date of
termination of employment), (C) in the case of Disability, to continue to
receive payments of Annual Payments for a period of 90 days following the
effective date of termination by reason of Disability, but in no event beyond
the date that payments under the Company's long-term disability policy commence,
such payments of Annual Payments to be at the rate in effect on the effective
date of such termination of employment by reason of Disability, and (D) to be
paid such disability or death benefits as are provided under any Company benefit
plans in which Executive is a participant. Except as set forth in Paragraph
7(d), Executive shall not be entitled to any other or further compensation after
the date of any such termination of employment.

                  (ii) If Executive's employment is terminated by the Company
for Cause, or is voluntarily terminated by Executive without Good Reason,
Executive shall be entitled to receive any Annual Payments accrued up to the
date of termination which remains unpaid. Executive shall not be entitled to any
other or further compensation after the date of any such termination of
employment.

                  (iii) If Executive's employment is terminated by the Company
without Cause, or is voluntarily terminated by Executive for Good Reason,
Executive shall be entitled (A) to receive any Annual Payments accrued and
unpaid up to the date of termination and any portion of the Special Bonus which
remains unpaid, (B) to be considered for payment of a Performance Bonus for the
calendar year of termination of employment, determined in the manner provided in
this Agreement, but prorated for the period up to the date of termination of
employment; provided, however, that, with respect to the Subjective Component of
the Performance Bonus, Executive shall receive an amount not less than the
amount of the Subjective Component of the Performance Bonus awarded to Executive
for the previous full calendar year (pro-rated for the period up to date of
termination of employment), (C) to receive a severance payment equal to the
greater of (x) the aggregate of Annual Payments and Performance Bonus paid to
Executive for the calendar year preceding the calendar year in which employment
terminates, or (y) the amount of Annual Payments which would have been due
during the balance of the Term (if employment had not terminated), calculated at
the rate of Annual Payments in effect immediately prior to such termination,
such severance payment to be paid in twelve equal monthly installments
commencing on the first day of the calendar month following termination, and (D)
to be maintained by the Company, at its cost, under its health, disability and
life insurance plans as in effect at the time of termination of employment, for
a period equal to the greater of one year, or the balance of the Term (if
employment had not terminated). Except as set forth in Paragraph 7(d), Executive
shall not be entitled to any other benefits or further compensation after the
date of any such termination of employment. Notwithstanding the foregoing, if
the Term of this Agreement has been extended beyond September 6, 2002 pursuant
to the last sentence of Paragraph 1, then (1) instead of the amount of the
severance payment calculated under clause (C) above, the severance payment shall
be equal to the aggregate of the Annual Payments paid to Executive for the last
six months of the calendar year preceding the calendar year in which employment
terminates plus one half of the Performance Bonus paid to Executive for such
preceding calendar year, such severance payment to be paid in six equal monthly
installments commencing on the first day of the calendar month following
termination, and (2) instead of the insurance provided under clause (D) above,
Executive shall be entitled to be maintained by the Company, at its cost, under
its health, disability and life insurance plans as in effect at the time of
termination of employment, for a period equal to six months after termination of
employment.

                  (iv) If Executive's employment terminates by reason of the
expiration of the Term of this Agreement, Executive shall be entitled (A) to
receive any Annual Payments accrued up to the date of termination which remain
unpaid, and (B) to be considered for payment of a Performance Bonus determined
in the manner provided in this Agreement for the period through the end of the
Term; provided, however, that, with respect to the Subjective Component of the
Performance Bonus, Executive shall receive an amount not less than the amount of
the Subjective Component of the Performance Bonus awarded to Executive for the
previous full calendar year (pro-rated for the period up to date of termination
of employment). Executive shall not be entitled to any other or further
compensation under this Agreement after the date of any such termination of
employment.

            (d) Life Insurance. Upon any termination of employment of Executive,
the Company shall take such steps as are necessary to cause the policies of life
insurance provided for in Paragraph 6(b) to be transferred to Executive or his
designee. The Company shall continue to pay the premiums on such life insurance
policy which are due during any period for which payments of Annual Payments
continue to be made after termination of employment pursuant to Paragraph 7(c).

      8. Restrictive Covenants. In consideration of the agreement of the Company
to employ Executive in accordance with the terms of this Agreement, Executive
agrees as follows:

            (a) Definitions. For purposes of this Paragraph 8, the following
terms shall have the following meanings:

                  (i) "Affiliate" means, with respect to a Person, any Person
that (a) directly or indirectly controls, is controlled by or is under common
control with such Person or (b) is an executive officer or director of such
Person.

                  (ii) "Client" means a customer, subtenant or licensee of a
Person engaged in an Executive Office Suite Business.

                  (iii) "Company Employee" means any Person who is an employee
of the Company or any of its Affiliates, at any time during the six month period
preceding the date that Executive ceases to be an employee of the Company or any
of its Affiliates.

                  (iv) "Executive Office Suite Business" means the business of
the outsourcing of office operations, both on an on-site and off-site basis, and
the outsourcing of business support services to customers or clients of the
Company which purchase any of the Company's products or services.

                  (v) "Person" means any individual, proprietorship,
partnership, corporation, limited liability company, trust, estate, or other
form of entity.

            (b) Non-Competition. During the period beginning on the effective
date of this Agreement and ending two years after Executive ceases to be an
employee of the Company or any of its Affiliates, Executive will not directly or
indirectly engage in the business of, or own or control any interest in, or act
as a director, officer, managing member, or partner of, or consultant to, or be
connected in any manner with, as an employee or otherwise, (i) if Executive's
employment is terminated for Disability or for Cause, any Person directly or
indirectly engaged in an Executive Office Suite Business in the United States,
or within a 25 mile radius of any existing executive office suite of the Company
or its subsidiaries located outside of the United States (including executive
office suites managed for other Persons) as of the date of termination of
employment, or (ii) if Executive's employment is terminated without Cause or
Executive voluntarily terminates his employment with Good Reason, any of HQ
Global Workplaces, Inc., Regus Business Center Corp., Omni Offices U.K., or any
other Person which (together with its Affiliates) owns, operates, maintains or
manages 30 or more executive office suite locations. The foregoing shall not
prohibit Executive from owning less than 1% of any class of outstanding voting
securities of any Person whose voting securities are listed on a national
securities exchange or regularly traded in the over-the-counter market.

            (c) Non-Solicitation. During the period beginning on the effective
date of this Agreement and ending two years after Executive ceases to be an
employee of the Company or any of its Affiliates (the "Non-Solicitation
Period"), neither Executive, nor any Person of which he may act as a director,
officer, managing member, partner, or consultant, or of which he may own,
directly or indirectly, 1% or more of the outstanding voting securities, will
(i) employ or solicit for employment, or encourage, assist, facilitate or
participate in the employment or solicitation for employment of, any Company
Employee, or (ii) directly or indirectly, solicit, or encourage, assist,
facilitate or participate in the solicitation of, any Person that at any time
during the Non-Solicitation Period is a Client of the Company or any of its
Affiliates, to become a Client of any other Person engaged in an Executive
Office Suite Business.

            (d) Non-Disclosure. Executive recognizes and acknowledges that he
will have access to certain confidential and proprietary information
("Proprietary Information") of the Company which is a valuable, special and
unique asset of the Company's business. Proprietary Information includes, but is
not limited to, the following: business methods of the Company or any of the
trade or business secrets of the Company, including but not limited to,
operating procedures, pricing information, customer or client lists or accounts,
market research and development procedures, marketing strategies, investment or
acquisition opportunities and strategies, and information or lists concerning
the current, future or proposed business of the Company, or the costs associated
therewith and/or any other business related information. Accordingly, Executive
covenants and agrees that during, or at any time after the term of, this
Agreement he will not use for himself or reveal to anyone any part of the
Proprietary Information, and he will take all reasonable precautions to
safeguard the confidential nature of the Proprietary Information and prevent
inadvertent disclosure thereof. The obligations of Executive pursuant to this
Paragraph 8(d) shall not apply to any particular portion of the Proprietary
Information which Executive can document (and satisfy the burden of proof) (i)
was in the public domain at the time Executive received knowledge of it, or (ii)
entered the public domain through no fault of Executive subsequent to the time
Executive received knowledge of it, or (iii) was in Executive's possession free
of any obligation of confidence at the time Executive received knowledge of it.

            (e) Savings Provision. If any provision of this Paragraph 8 shall be
adjudicated to be invalid or unenforceable because it is held to be excessively
broad as to duration, geographic scope, activity or subject, then such provision
shall be deemed amended by limiting and reducing it so as to be valid and
enforceable to the maximum extent compatible with the applicable laws and public
policies of the jurisdiction in which such adjudication is made or such
provision is sought to be enforced, such amendment only to apply with respect to
the operation of such provision in the jurisdiction in which such adjudication
is made or such provision is sought to be enforced.

            (f) Injunctive and Other Equitable Remedies. Executive understands
and agrees that the Company will suffer immediate, irreparable harm in the event
Executive fails to comply with any of Executive's obligations under this
Paragraph 8, that monetary damages will be inadequate to compensate the Company
for such breach and that the Company shall be entitled to injunctive relief as a
remedy for any such breach. Such remedy shall not be deemed to be the exclusive
remedy in the event of breach of this Paragraph 8 by Executive, but shall be in
addition to all other remedies available to the Company at law or in equity.
Executive hereby waives, to the extent he may legally do so, any requirement for
security or the posting of any bond or other surety in connection with any
temporary or permanent award of injunctive or other equitable relief, and
further waives, to the extent he may legally do so, the defense in any action
for specific performance or other equitable remedy that a remedy at law would be
adequate. Notwithstanding anything to the contrary contained in this Agreement,
in the event the Executive violates his obligations under this Paragraph 8,
then, in addition to all other rights and remedies available to the Company, the
Company shall have no further obligation to pay Executive any money or to
provide Executive with any rights or benefits to which Executive would have been
entitled pursuant to this Agreement had Executive not breached this Paragraph 8.

      9. Executive Representations. Executive hereby represents and warrants to
the Company that his performance of all of the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by him in
confidence or in trust prior to his employment with the Company. Executive
agrees that he will not disclose and has not disclosed to the Company any
confidential or proprietary information of any third party.

      10. Miscellaneous.

            (a) Notices. All notices, requests, demands, acceptances and other
communications which are required or permitted under this Agreement shall be in
writing and shall be deemed to have been duly given (a) when delivered
personally, or (b) when sent by fax if received on a business day prior to 5:00
P.M. local time at the place of receipt, or on the following business day if
received after 5:00 P.M. or on a non-business day, or (c) on the day following
delivery to a courier service if sent by next day delivery via a recognized
international courier service, or (d) five (5) days after the date when mailed
by registered or certified mail, return receipt requested, postage prepaid. All
such notices, requests, demands, acceptances and other communications shall be
addressed to the parties as follows, or at such other address as shall be
specified by like notice:

                           If to the Company:   VANTAS Incorporated
                                                90 Park Avenue
                                                Suite 3100
                                                New York, NY 10016
                                                Att: David W. Beale, President
                                                Fax: (212) 907-6444

                           If to Executive:     David J. Rupert
                                                2 Rustic Lane
                                                Westport, CN  06880
                                                Fax:   (203) XXX-XXXX

            (b) Waivers. Either party hereto may, at its or his option, by
written notice to the other, (a) extend the time for the performance of any of
the obligations or other actions of the other, (b) waive compliance with any of
the terms, conditions or covenants required to be complied with by the other
hereunder; and (c) waive or modify performance of any of the obligations of the
other hereunder. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.

            (c) Amendment. No change, amendment or modification of any provision
of this Agreement shall be valid unless set forth in a written instrument signed
by the party to be bound thereby.

            (d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof, and
supercedes all prior written or oral negotiations or agreements with respect
thereto.

            (e) Binding Effect; Benefits. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective permitted
successors and assigns. Nothing in this Agreement, express or implied, is
intended to confer on any person other than the parties hereto or their
respective permitted successors and assigns, any rights, remedies, obligations
or liabilities.

            (f) Assignment. This Agreement is personal in nature and neither of
the parties hereto shall, without the written consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder. In the event of
merger, consolidation, transfer or sale of all or substantially all of the
assets of the Company, the successor or transferee corporation's continued
performance of this Agreement shall not be deemed an assignment.

            (g) Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

            (h) Governing Law. The interpretation and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to such State's conflicts of laws principles.

            (i) Jurisdiction, Venue. EACH PARTY TO THIS AGREEMENT HEREBY
IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND
HEREBY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS
FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND
ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM. EACH PARTY HEREBY
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF
BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN
PARAGRAPH 10(a), SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING.

            (j) Headings. Headings of the paragraphs in this Agreement are for
reference purposes only and shall not be deemed to have any substantive effect.

            (k) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same instrument.

            (l) Facsimile Signatures. This Agreement may be signed by facsimile
copy and shall be valid and binding upon delivery of a signed copy by facsimile.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

                                            VANTAS INCORPORATED


                                            By:  /s/ David W. Beale
                                                 -----------------------------
                                                 Name:  David W. Beale
                                                 Title: President


                                                  /s/ David J. Rupert
                                                  ----------------------------
                                                        David J. Rupert