Exhibit 10.2

                             SHAREHOLDERS' AGREEMENT

                                       OF

                            E-Z AUTH. MANAGEMENT CO.

         THIS AGREEMENT, entered into this 4 day of February, 2002, by and
between HFE, LTD., ("HFE") a Florida Limited Partnership, TCB LEXSYS LTD.,
("Lexsys") a Florida Limited Partnership, and GDV DUNDAS FAMILY LIMITED
PARTNERSHIP, a Florida Limited Partnership ("Verdier"), hereinafter collectively
referred to as "Shareholders" and E-Z AUTH. MANAGEMENT CO., a Florida
corporation, hereinafter referred to as the ("Corporation"). (The term
Shareholder shall also be deemed to include any persons or entities that
subsequently acquire Shares (as hereafter defined) and become parties to this
Agreement).

                                   WITNESSETH:

         WHEREAS, FIFE, Lexsys and Verdier, are the sole shareholders of the
Corporation, each owning the following number of shares of the Corporation's
Common Stock, no par value per share ("Common Stock"):


                                                          PERCENTAGE OF
  SHAREHOLDER                 NUMBER OF SHARES           NUMBER OF SHARES
  -----------                 ----------------           ----------------
     HFE                            1000                   33 1 /3%
     Lexsys                         1000                   33 1 /3%
     Verdier                        1000                   33 1 /3%

         WHEREAS, all of the shares of Common Stock that may be issued and
outstanding from time to time, including those shares of Common Stock issued and
outstanding as of the date hereof are subject to this Agreement (the "Shares").
All Shares shall entitle the owner of such shares to preemptive rights to
purchase additional Shares of the Corporation when and if offered for sale or
distribution by the Corporation.

         WHEREAS, the Shareholders and Corporation believe that it is to their
mutual best interests to provide for continuity in management and policies of
the Corporation. Accordingly, the purpose of this Agreement is two-fold:

               (a)  To control the disposition of stock ownership in the
                    Corporation; and

               (b)  To provide the fundamentals of a working relationship within
                    and for the Corporation and its relationship with Paris
                    Health Services Ltd. for which the Corporation serves as the
                    General Partner.


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<PAGE>

          NOW, THEREFORE, it is mutually agreed as follows:

                                    ARTICLE I
                                 SALE OF SHARES

         Except as specifically permitted by the provisions of this Article I,
the sale, assignment, pledge, transfer or other disposition of any Shares owned
by a Shareholder, to any person or entity other than the Corporation is
prohibited. No shareholder shall dispose of all or any part of its Shares,
whether now owned or hereafter acquired, except in accordance with the terms of
this Agreement. The term "dispose of (and in noun form, "disposition") shall
include, but is not limited to, any assignment, transfer, sale, exchange, gift,
conveyance, disposition, pledge, hypothecation, or encumbrance whatsoever,
whether voluntary, involuntary or by operation of law. Any attempted disposition
of the shares, except as expressly permitted herein, shall be void and of no
force and effect and the corporation shall not reflect any transfer of shares on
its stock transfer books unless the transfer thereof is specifically permitted
hereby, and any transfer and violation hereof which is reflected on the books
through willful violation of this provision or through error shall be reversed.

                  (a) If any Shareholder shall desire to sell all or any part of
                  his Shares, such Shareholder (hereinafter referred to as the
                  "Selling Shareholder"), shall forthwith give written notice
                  thereof to the Corporation and to each of the non-selling
                  Shareholder(s), which shall state: (i) the Shareholder's
                  desire to make such sale; (ii) the number of Shares desired to
                  be sold; and (iii) the price to be paid in accordance with
                  Article IV of this Agreement.

                  (b) Upon the happening of the event described in Section (a)
                  above, the Corporation shall have the option, but not the
                  obligation, to acquire all or some of the Shares of the
                  Corporation proposed to be sold by the Selling Shareholder for
                  a price as determined in accordance with Article IV hereof.

                  (c) Within thirty (30) days after the giving of such notice by
                  the Selling Shareholder, the Corporation shall give
                  simultaneous written notice to the Selling Shareholder and to
                  all non-selling Shareholders which (i) shall state whether or
                  not the Corporation elects to exercise its option; (ii) shall
                  state the number of Shares, if any, of the Selling Shareholder
                  which the Corporation elects to purchase; and (iii) shall fix
                  a date and time (hereinafter referred to as the "Closing
                  Date") for the closing of the purchase of such Shares which
                  shall be (a) not less than twenty (20) nor more than thirty
                  (30) days after giving of such notice by the Corporation if
                  the Corporation shall have exercised its option with respect
                  to all (but not less than all) the Shares of the Selling
                  Shareholder, or (b) not less than eighty (80) nor more than
                  one

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<PAGE>


                  hundred (100) days after the Selling Shareholder has given
                  notice of desire to sell, if the Corporation shall have
                  exercised its option with respect to less than all of the
                  Shares of the Selling Shareholder.

                  (d) The Selling Shareholder shall not be entitled to vote,
                  either as a Shareholder, or Director, on the issue of whether
                  or not, and to what extent, the Corporation shall exercise its
                  option to purchase Shares of the Selling Shareholder.

                  (e) Failure by the Corporation to give such notice within the
                  time specified in Section (c) hereof shall be deemed an
                  election by the Corporation not to exercise such option.

                  (f) If the Corporation shall have failed to exercise such
                  option with respect to all of the Shares owned by the Selling
                  Shareholder, each of the non-selling Shareholders shall
                  thereupon have the option, but not the obligation, to purchase
                  its pro rata portion of the remaining offered Shares
                  calculated based upon the percentage that such Shareholder's
                  Shares constitute of the Shares owned by all non-selling
                  Shareholders.

                  (g) Within sixty (60) days after the giving of the notice of
                  desire to sell by the Selling Shareholder, each of the
                  non-selling Shareholders shall give simultaneous written
                  notice to the Selling Shareholder, to the other non-selling
                  Shareholders and to the Corporation which (i) shall state
                  whether or not he elects to exercise his option; (ii) shall
                  state the number of Shares, if any, of the Selling Shareholder
                  which he elects to purchase; and (iii) shall fix a date and
                  time ("Closing Date") for the closing of the purchase of such
                  Shares which shall be (a) not less than twenty (20) days nor
                  more than thirty (30) days after the giving of such notice by
                  such non-selling Shareholder, or (b) the same date as the
                  Closing Date selected by the Corporation if it shall have
                  exercised its option as provided in Section (c) (iii) (b)
                  hereof.

                  (h) If any of the non-selling Shareholder(s) elects not to
                  exercise his option with respect to some or all of the Shares
                  which he is entitled to purchase, each of the other
                  non-selling Shareholder(s) may elect to purchase his pro rata
                  portion of the remaining Shares in addition to the Shares
                  which he, himself, has an option to purchase, by giving notice
                  within ten (10) days after the expiration of the period
                  provided for in Section (g) hereof, to the Selling Shareholder
                  and the other non-selling Shareholders which (i) shall state
                  the number of such additional Shares which he elects to
                  purchase; and (ii) shall set the same Closing Date as that set
                  in his prior notice of elections to purchase Shares of the
                  Selling Shareholder. If Shares still remain unpurchased any
                  non-selling Shareholder(s) that desire to

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<PAGE>


                  purchase additional Shares may, by providing notice during
                  this 10-day period and for any additional three days
                  thereafter, continue to purchase their respective pro rata
                  portion of the Shares until either all of the Shares are
                  purchased or none of the non-selling Shareholders desire to
                  purchase any additional Shares.

                  (i) Failure by any non-selling Shareholder to give notice,
                  pursuant to Section (g) or Section (h) hereof, shall be deemed
                  an election by him not to exercise such option.

                  (j) If the Corporation and all of the non-selling Shareholders
                  shall fail to exercise their respective options for all or
                  part of the Shares set forth in the notice provided in
                  accordance with Section I(a), then in that event, the Selling
                  Shareholder shall be free, for a period of 30 days after the
                  expiration of the period within which the Corporation and the
                  non-selling Shareholders had to exercise their option to
                  purchase such Shares, to sell such nonpurchased shares to a
                  third party free of the prohibition set forth in this Article
                  I. If the non-purchased Shares are not sold during this 30-day
                  period, any subsequent sales shall again be subject to the
                  requirements of this Section I.

                  (k) If the Corporation or any non-selling Shareholder shall
                  exercise any option described in this Article I, then that
                  party or parties who shall have exercised options hereunder
                  (any such party or any party purchasing any Shares pursuant to
                  this Article being hereinafter referred to as a "Purchaser"
                  shall pay in cash to the Selling Shareholder on the Closing
                  Date an amount equal to Fifty (50%) per cent of the Purchase
                  Price and the balance shall be paid over a period of three (3)
                  years, in equal consecutive quarterly installments commencing
                  three (3) months following the Closing Date, with interest on
                  the unpaid balance at the rate of eight (8%) per cent per
                  annum. At the Closing, the Purchaser shall execute a
                  promissory note in favor of the Selling Shareholder for the
                  balance of the purchase price (the "Note"). The Note shall
                  include the terms set forth in this subsection(k) and (I) and
                  such other terms as are reasonably acceptable to the parties.

                  (I) The Purchaser of such Shares shall have the privilege of
                  prepaying any or all of the unpaid installments of the
                  Purchase Price for such Shares, without penalty, but with
                  interest thereon to the date of prepayment, upon ten (10) days
                  written notice to the Selling Shareholder. Any such prepayment
                  by the Purchaser shall be considered a prepayment of the last
                  remaining installments of the Purchase Price in reverse order
                  of their maturity.


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<PAGE>


                                   ARTICLE II

                          PAYMENT FOR SHARES TO BE SOLD

                  (A) THE CERTIFICATE OR CERTIFICATES for any Shares purchased
                  pursuant to Article I hereof, shall be held by the Selling
                  Shareholder (as the case may be) (either party or parties
                  referred to in this Article II as the "Seller") as security
                  for the payment of the entire amount of the Purchase Price for
                  such Shares, and such certificate or certificates shall be
                  delivered to the Purchaser, duly endorsed, simultaneously with
                  the payment of last installment of the Purchase Price. At the
                  Closing, the parties shall execute a stock pledge and security
                  agreement, in form and substance reasonably acceptable to both
                  parties, granting the security interest described herein.

                  (b) At the closing of any such purchase, and provided the
                  amount required to be paid on the Closing Date is paid, the
                  Seller shall deliver to the Purchaser a proxy entitling the
                  Purchaser to vote the Shares so purchased at all subsequent
                  meetings of the Shareholders of the Corporation, and shall
                  also deliver to the Corporation his written resignation as an
                  officer and director of the Corporation.

                  (c) From the date of exercise of any option to purchase Shares
                  from the Selling Shareholder pursuant to Article I hereof, and
                  until the entire Purchase Price for the Shares so purchased
                  has been paid in full, the non-Selling Shareholder (or
                  Surviving Shareholder, as the case may be) will not vote any
                  Shares owned by them as to cause the Corporation to (i) pay
                  any dividend or make any distribution with respect to Shares
                  of its stock; (ii) purchase, redeem or otherwise re-acquire
                  any Shares of its stock; (iii) authorize or issue any
                  additional Shares or otherwise change its capital structure;
                  or (iv) take any other action outside the ordinary course of
                  business which may reasonably be expected to increase the risk
                  of non-payment of the unpaid balance of the Purchase Price.

                  (d) Upon the happening of any of the following events, at the
                  Selling Shareholder's option, the proxy given pursuant to
                  Section (b) hereof shall immediately terminate and the
                  remaining balance of the Note shall become immediately due and
                  payable, to-wit: (i) the Purchaser shall default in the
                  payment of any installments of the Purchase Price for any
                  Shares purchased pursuant hereto, and such default shall
                  continue for a period of ten (10) days after written notice
                  thereof is given by the Selling Shareholder to the Purchaser;
                  (ii) the sale by the Corporation of all or substantially all
                  of its assets; (iii) a statutory merger or consolidation
                  wherein the Corporation is not the survivor; or (iv) a resale
                  by the Purchaser of all or any of the purchased Shares. The
                  Selling Shareholder shall thereupon have the right, upon ten
                  (10) days prior written notice to the Purchaser of the time
                  and place thereof,

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<PAGE>


                  to sell all, but not less than all, of the Shares held by him
                  at public or private auction, in the City of Fort Lauderdale,
                  Florida, at which auction the Purchaser may bid. Such right
                  shall be in addition to any other rights that the Selling
                  Shareholder may have at law or in equity.

                  (e) Out of the proceeds of any such sale, the Seller shall
                  have the right to retain an amount equal to the entire balance
                  of the Purchase Price of such Shares then remaining unpaid,
                  together with (i) interest to the date of sale at the rate of
                  eight (8%) percent per annum, and (ii) the expenses of sale.
                  Any surplus shall be paid to the Purchaser. However, in the
                  event of a deficiency, the Purchaser shall remain liable for
                  the full amount thereof.

                                   ARTICLE III
                             CERTIFICATE ENDORSEMENT

         Upon the execution of this Agreement, the certificates representing
Shares subject hereto shall be surrendered to the Corporation and endorsed as
follows:

                  Any sale, assignment, transfer, pledge or other disposition of
                  the shares of stock represented by this certificate is
                  restricted by, and subject to, the terms and provisions of a
                  Shareholders' Agreement, dated January __, 2002, a copy of
                  which is on file in the office of the Corporation and in the
                  stock book thereof. By acceptance of this certificate, the
                  holder hereof agrees to be bound by the terms of this
                  Agreement.

All subsequently issued certificates representing Shares shall also bear the
foregoing legend.

                                   ARTICLE IV
                               VALUATION SCHEDULE

         The value of the Shares for the purposes of Articles I and II of this
Agreement shall be determined as follows:

                  (a) The transferring Shareholder and the Corporation and/or
                  purchasing Shareholder shall each within ten (10) days of an
                  event triggering the need for a valuation (triggering events
                  shall be a shareholder providing notice of its desire to sell
                  and the exercise of the purchase option by the corporation'
                  and/or a purchasing shareholder) choose an appraiser who will
                  determine the Corporations value per share. The two appraisers
                  shall then meet within 10 days thereafter to determine whether
                  or not they can mutually agree upon the value. If they cannot
                  agree on such value within three (3) days,

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                  then the appraisers shall jointly choose a third appraiser
                  whose valuation shall govern. The corporation shall be
                  responsible for paying all costs and expenses for the
                  appraisers discussed in this Article IV.

                  (b) If neither the corporation or any of the other
                  shareholders exercise the purchase option, then the Selling
                  Shareholders shall be free to sell all, or part of its Shares
                  to a third party at any price established by the selling
                  Shareholder and the third party Purchaser.

                                    ARTICLE V
                        CORPORATION PURPOSE AND DECISIONS

                  (a) The parties hereby join together and form this
                  Corporation, for the purposes of being the General Partner of
                  Paris Health Services Ltd., ("Paris"), a Florida Limited
                  Partnership (the "Partnership") which will own, develop and
                  operate the Paris system designed to facilitate the
                  notification and authorization process between Hospitals and
                  Insurers, and to manage Paris' business and related activities
                  and to obtain the benefits of any future appreciation in the
                  value in the business.

                  (b) During the continuance of this Agreement, the parties'
                  hereto shall vote continuously to prevent the Articles of
                  Incorporation and By-Laws of the Corporation from containing
                  any provision inconsistent with the terms hereof.

                  (c) The Shareholders agree that the following major decisions
                  of the Corporation shall be made by unanimous vote of the
                  directors. These decisions are:

                  (i) The requirement that all Shareholders contribute
                  additional capital proportionately;

                  (ii) The requirement that all Shareholders execute personal
                  guarantees for Partnership borrowing;

                  (iii) The establishment of terms, conditions and collateral
                  for Partnership obligations;

                  (iv) The negotiation and execution of contracts pertaining to
                  contracts with Corporations or entities in which the various
                  Shareholders or their Shareholder's, Partners, Directors,
                  Officers and/or Members may have an interest, except that the
                  Shareholders agree that the time spent on Partnership matters
                  by employees of a Shareholder's affiliated Company will be
                  billed to the Partnership at


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                  the rate of 150% of such employee's hourly rate. All other
                  expenses will be billed to the Partnership at cost.

                  (v) Grant leasehold estates of all or any portion of any
                  Partnership property;

                  (vi) Engage the Partnership or Corporate in any business other
                  than the business as contemplated herein;

                  (vii) Loan Partnership monies to any Paris Partner or
                  Shareholder, officer, director of the Corporation, or relative
                  of any of the preceding;

                  (viii) All other decisions pertaining to the business of the
                  Partnership of Paris and Corporation, except as set forth in
                  this Article, shall be made by the Board of Directors and 60%
                  of the vote shall govern;

                  (ix) The issuance of any shares of stock of the corporation to
                  any entity or individual other than the shareholders as of the
                  date of this agreement;

                  (x) Any merger, sale of substantially all of the assets of the
                  Corporation or business combination, which must be approved by
                  the shareholders of the Corporation under Florida law; and

                  (xi) Decisions made by the Corporation as the general partner
                  of the Partnership that requires the general partner or
                  limited partners to make any additional capital contributions
                  to the Partnership.

          (d) The Shareholders agree that the Corporation's Board of Directors
          shall consist of three to seven members and any increase in the size
          of the Board beyond seven members, must be approved in writing by
          100(degree)/a of the Shareholders. Regardless of any statement to the
          contrary in the Corporation's bylaws, each Shareholder agrees to vote
          its Shares to cause the election of and continued Board membership of
          (i) one person selected by HBOA, (ii) one person selected by Lexsys
          (iii) one person selected by HFE.


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<PAGE>

                                   ARTICLE VI
                                     NOTICES


         Any and all notices, designations, consents, offers, acceptances, or
any other communication provided for herein shall be given in writing by
registered or certified mail which shall be addressed, in the case of the
Corporation, to its principal office, and in the case of any Shareholder, to his
or her address appearing on the books of the Corporation or his residence or to
such other address as may be designated by him. The initial addresses for each
of the Shareholders and Corporation are set forth on the signature page attached
to this Agreement.

                                   ARTICLE VII
                                    DEADLOCK

         Any deadlock among the directors, dispute or controversy arising under,
out of, in connection with or in relation to this Agreement, or any breach or
alleged breach thereof, or in connection with the formation, operation or
dissolution of the Corporation, shall be submitted to and settled by arbitration
in Broward County, Florida, as set forth in Article XVI.

                                  ARTICLE VIII
                                PREEMPTIVE RIGHTS

         The holders of the Shares of the Corporation shall have preemptive
rights to purchase any Shares of the Corporation hereafter issued or any
securities exchangeable for or convertible into such Shares or any warrants or
other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such Shares.

                                   ARTICLE IX
                                   TERMINATION

         This Agreement shall terminate upon the occurrence of any one of the
following events:

               (a)  Cessation of the Corporation;

               (b)  Bankruptcy, receivership or dissolution of the Corporation;
                    or

               (c)  Unanimous written consent of all the Shareholders.

                                    ARTICLE X
                                   AMENDMENTS

         This Agreement may be altered or amended in whole or in part at any
time by mutual agreement of all of the Shareholders and the Corporation.


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<PAGE>


                                   ARTICLE XI
                                  MODIFICATIONS

          No change or modification of this Agreement shall be valid unless the
same be in writing and signed by all parties hereto.


                                   ARTICLE XII
                                  GOVERNING LAW

          The laws of the State of Florida shall apply and bind the parties in
any and all questions arising hereunder, regardless of the jurisdiction in which
any action, or proceeding may be initiated or maintained. Any provision hereof,
which in any way may be construed to violate or contravene the laws of the State
of Florida shall be deemed not to be a part of this Agreement, and the remaining
terms of the Agreement shall, in all other respects, remain in full force and
effect.

                                  ARTICLE XIII
                               GENERAL PROVISIONS

               (a) Entire Agreement. Except as otherwise provided herein, this
               Agreement constitutes the final, complete and exclusive
               expression of the understanding of the parties. All
               understandings and agreements heretofore had between the parties
               are merged in this Agreement. This Agreement supersedes any and
               all other agreements, either oral or in writing, between the
               parties hereto with respect to the subject matter hereof and
               contains all of the covenants, agreements, representations and
               other valid statements between the parties with respect to such
               matter. Each party to the Agreement acknowledges that no
               representations, inducements, promises, or statements, oral or
               otherwise, have been made by any party hereto or anyone acting on
               behalf of any party hereto which are not embodied herein and
               agrees that no other agreement, covenant, representation,
               inducement, promise or statement not set forth in writing in this
               Agreement shall be valid or binding. The parties to this
               Agreement further acknowledge that all the terms of this
               Agreement were negotiated at arms' length and that this Agreement
               and all documents executed in connection herewith were prepared
               and executed without duress, undue influence or coercion of any
               kind exerted by any party hereto upon any other party. The
               parties further acknowledge that they understand the importance
               of having their own independent legal counsel review this
               Agreement on their behalf and for their benefit and have been
               afforded the opportunity to consult such counsel.

               (b) Effect of Non-Compliance. In the event any purported or
               attempted transfer of Shares does not comply with the provisions
               of this Agreement, the


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               intended transferee shall not be deemed to be a Shareholder of
               the Corporation any such purported or attempted transfer shall be
               null and void. Accordingly, the Corporation shall not recognize
               any such transferee as a Shareholder of record, nor shall the
               transfer agent of the Corporation record any such transfer on the
               books and records of the Corporation.

               (c) REPRESENTATIONS. All parties undersigned hereby represent and
               warrant that:

                    (i) They understand that the Shares (i) have not been
                    registered under the Securities Act of 1933, as amended or
                    any state securities laws and that the Shares cannot be sold
                    or otherwise transferred, unless they are so registered or
                    are sold or transferred in compliance with the requirements
                    of an applicable exemption from the registration provisions
                    of such securities laws and, if requested, the Board of
                    Directors of the Corporation is provided with an opinion of
                    counsel to that effect, satisfactory to it in form and
                    substance; (ii) any sale or other transfer must be made in
                    compliance with this Agreement and the provisions of the
                    Corporations Articles and Bylaws; and (iii) a legend in
                    substantially the following form will be placed on any
                    certificate or other document evidencing the Shares:

                    THE SECURITIES ISSUED HEREBY HAVE NOT BEEN REGISTERED WITH
                    THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
                    UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                    "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
                    THESE SECURITIES ARE SUBJECT TO RESTRICTION ON
                    TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
                    RESOLD EXCEPT AS PROVIDED UNDER THE ACT AND SUCH LAWS
                    PURSUANT TO REGISTRATION OR PURSUANT TO AN EXEMPTION
                    THEREFROM AND DELIVERY TO THE CORPORATION OF AN OPINION OF
                    COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO THE
                    CORPORATION, TO THE EFFECT THAT THE PROPOSED TRANSFER IS IN
                    COMPLIANCE WITH SUCH AN EXEMPTION. THESE SECURITIES HAVE NOT
                    BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE
                    SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY AND ANY
                    REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                    (ii) The Shares they are to receive are solely for their own
                    account, for investment and are not being purchased with a
                    view to

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                    or for sale in connection with any distribution, subdivision
                    or fractionalization thereof; the undersigned has no present
                    plans to enter into any contract, undertaking, agreement or
                    arrangement with respect to any such sale.

                    (iii) They acknowledge and are aware of the following:

                          (1) That the Corporation has little operating history;

                          (2) The Shares will not be, and Shareholders have no
                          right to require that the Shares be, registered under
                          the Securities Act; there will be no public market for
                          the Shares; the undersigned will not be able to avail
                          himself of the provisions of Rule 144 adopted by the
                          Securities and Exchange Commission under the
                          Securities Act with respect to the sale of the Shares.

               (d) The tax effects which may be expected by the Corporation are
               not susceptible to absolute prediction, and new developments in
               rules of the Internal Revenue Service, audit adjustment, court
               decisions or legislative changes may have an adverse effect on
               one or more of the tax consequences of an investment in the
               Corporation.

               (e) That no federal or state agency has made any finding or
               determination as to the fairness of investing in the Corporation
               or any recommendation or endorsement of the Shares.

               (f) SEVERABILITY. The determination by any court of competent
               jurisdiction that any provisions of this Agreement is not
               enforceable in accordance with its terms shall not affect the
               validity or enforceability of the remaining provisions shall be
               stricken or modified in accordance with the court's decision, and
               this Agreement, as so modified, shall continue to bind the
               parties hereto.

               (g) COUNTERPARTS. This Agreement may be executed in one or more
               counterparts, each of which shall be deemed an original, but all
               of which together shall constitute one and the same instrument.

               (h) CAPTIONS. The Article headings and captions contained in this
               Agreement are for reference purposes only and shall not affect in
               any way the meaning or interpretation of this Agreement. Whenever
               the context shall require, all words herein in the masculine
               gender shall be deemed to include the feminine or neuter gender,
               all singular words shall include the plural, and

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               all plural words shall include the singular. The parties
               acknowledge and agree that each Party has reviewed this Agreement
               and that any rule of construction resolving ambiguities against
               the drafting Party shall not be employed in the interpretation of
               this Agreement or any amendment hereto.

               (i) Strict Compliance. Failure to insist upon strict compliance
               with any of the terms, covenants or conditions hereof shall not
               be deemed a waiver of such terms, covenants or conditions nor
               shall any waiver or relinquishment of any right or power be
               deemed a waiver of such terms, covenants or conditions nor shall
               any waiver or relinquishment of any right or power hereunder at
               any one time or more times be deemed a waiver or relinquishment
               of such right or power at any other time or times.

               (j) Waiver Modification or Cancellation. Any waiver, alteration
               or modification of any of the provisions of this Agreement or
               cancellation or replacement of this Agreement shall not be valid
               unless in writing and signed by the Shareholders owning a
               majority of the Shares subject to this Agreement.

               (k) Benefit. Except as otherwise expressly herein provided, this
               Agreement shall inure to the benefit of and be binding upon the
               Corporation, its successors and assigns and upon the
               Shareholders, their heirs, personal representatives, and
               permitted assigns.

                                   ARTICLE XIV
                             BREACH AND ARBITRATION

               (a) Breach of Agreement. It shall constitute a breach of this
               Agreement if any Shareholder or his personal representative
               violates any of the provisions of this Agreement. In the event of
               such a breach of this Agreement which is not cured or waived
               within the applicable grace period as set forth below, any party
               hereto claiming that a breach has occurred may, if he so elects,
               pursue any remedy that my exist, in law or in equity, for a
               breach of this Agreement. If however, the party against whom the
               breach of this Agreement is claimed believes, in good faith,
               that:

                    (i)  No breach has occurred, or

                    (ii) The party claiming a breach of this Agreement claiming
                    that a breach of this Agreement has occurred shall give the
                    party who is alleged to have committed such breach fifteen
                    (15) days written notice specifying the nature thereof with
                    a request that same be cured or corrected

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               within thirty (3) days of the date of notice.

               (b) ARBITRATION. It is the intention of the parties that,
               whenever possible, all disputes arising under this Agreement
               shall be settled through arbitration. Except in cases where
               emergency equitable relief is necessary or appropriate, if a
               dispute or controversy arises pursuant to Paragraph V, above,
               then such dispute or controversy shall be settled by arbitration
               in accordance with the procedures, rules and regulations of the
               American Arbitration Association. The decision rendered by the
               arbitrator shall be binding upon the parties and judgment upon
               the award rendered by the arbitrator may be entered in any court
               having jurisdiction thereof. Arbitration shall be held in Broward
               County, Florida. All costs of arbitration and attorneys' fees
               incurred by the parties shall be paid by the non-prevailing party
               or, if neither party prevails on the whole, each party shall be
               responsible for a pro rata portion of the costs of arbitration
               and his attorneys' fees.

               (c) SPECIFIC PERFORMANCE. The Shareholders acknowledge and agree
               that the Shares of the Corporation cannot be readily purchased or
               sold in the open market, that they have a unique and special
               value, and that the Shareholders would be irreparably damaged if
               the terms of this Agreement were not capable of being
               specifically enforced; for this reason the Shareholders agree
               that the purchase of Shares in accordance with the terms of this
               Agreement shall be specifically enforceable and that the remedy
               of specific performance may be sought and obtained in an
               arbitration proceeding. The Shareholders further agree that any
               sale or disposition which does not strictly comply with the terms
               and conditions of this Agreement may be restrained by emergency
               injunctive relief whenever resorting to arbitration would be
               inadequate, and that such equitable relief provided herein shall
               not in any way limit or deny any other remedy at law which a
               Shareholder might otherwise have. In addition, all parties to
               this Agreement hereby expressly waive any objection, in any such
               equitable action that the party seeking equitable relief has or
               may have an adequate remedy at law, and hereby consent to any
               such equitable action.

                                   ARTICLE XV
                              CORPORATION'S COUNSEL

         Each Party acknowledges that the Corporation's counsel, Merrill A.
Bookstein, Counselor at Law, P.A., prepared this Agreement on behalf of and in
the course of their representation of the Corporation, as directed by the board,
and that:

                    (a)  Such Party has been advised that a conflict of interest
                         may exist

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<PAGE>


               between such Party's interests and those of the other Parties;

               (b) Such Party has been advised by the Corporation's counsel to
               seek the advice of independent counsel; and

               (c) Such Party has had the opportunity to seek the advice of
               independent counsel.

                                   ARTICLE XVI
                              STOCK TRANSFER RECORD

         The Corporation shall maintain a stock transfer book in which shall be
recorded the name and address of each Shareholder. No Transfer or issuance of
any Shares of the Corporation shall be effective or valid unless and until
recorded in such stock transfer book. The Corporation agrees not to record any
Transfer or issuance of shares of stock in such stock transfer book unless the
Transfer or issuance is in strict compliance with all provisions of this
Agreement. Each Shareholder agrees that, if such Shareholder desires to make a
Transfer within the provisions hereof, such Shareholder shall furnish to the
Corporation evidence of compliance with this Agreement.

                                  ARTICLE XVII
                            AGREEMENTS BY CORPORATION

         The Corporation, by its duly authorized officers for itself and its
successors and assigns, agrees that:

                    (a) The Corporation and the Shareholder(s) who are parties
                    to this Agreement enter into this Agreement on the date
                    indicated next to each individual's signature.

                    (b) It shall not issue, transfer or reissue any shares of
                    stock in violation of any provision of this Agreement; and

                    (c) All certificates representing shares of stock that may
                    be issued by the Corporation under this Agreement or which
                    are held by the Shareholders shall bear a legend in
                    substantially the form specified in Article II hereof.

                                  ARTICLE XVIII
                 ASSIGNMENT; BINDING EFFECT, FURTHER ASSURANCES

         This Agreement shall not be assignable by any Party without the prior
written consent of the other Parties. Subject to the foregoing, this Agreement
shall inure to the

                                       15

<PAGE>


benefit of and shall be binding upon each of the Parties hereto and their
respective heirs, personal representatives, administrators, successors and
permitted assigns, and the parties hereby agree for themselves and their heirs,
personal representatives, administrators, successors and permitted assigns to
execute any instruments and to perform any acts which may be necessary or
helpful to carry out the purposes of this Agreement.

                                   ARTICLE IX
                    INTERPRETATION AND RULES OF CONSTRUCTION

         The Article headings and captions contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the context shall require, all words
herein in the masculine gender shall be deemed to include the feminine or neuter
gender, all singular words shall include the plural, and all plural words shall
include the singular. The parties acknowledge and agree that each Party has
reviewed this Agreement and that any rule of construction resolving ambiguities
against the drafting party shall not be employed in the interpretation of this
Agreement or any amendment hereto.

         The Corporation and the Shareholders who are parties to this Agreement
enter into this Agreement on the a indicated next to each individual's
signature.

HFE, LTD.

By: Stephen Golding                                                    2/4/02
    -----------------                                                  ------
     President of the General Partner                                   Date


TCB LEXSYS LTD.

By: *illegible                                                         2/4/02
    ----------                                                         ------
      Secretary                                                         Date

GDV DUNDAS FAMILY LIMITED PARTNERSHIP

By:
    ----------                                                         ------

E-Z AUTH. MANAGEMENT CO.

By: Stephen Golding                                                    2/4/02
    -----------------                                                  ------
     President

                                       16