EXHIBIT 10.46

                                      LEASE

THIS LEASE  AGREEMENT  (Lease) is made this 28th day of  January,  2004  between
"Landlord" and "Tenant" hereafter set forth.

                                   WITNESSETH:

1. DEFINITIONS:

         (a)      "Landlord":  Hawley-Wiggins,  L.L.C, a Florida limited company
                  Address:

         (b)      "Tenant": Oragenics, Inc., a Florida Corporation Address:

         (c)      "Premises":  A building  consisting (which landlord represents
                  consists) of approximately 5,300 square feet of gross rentable
                  area as  described  in the Exhibit "A"  attached  hereto.  The
                  Premises are located in the Progress Corporate Park. If lessor
                  has  available  additional  space for lease,  lessee  shall be
                  given a Right of First Refusal to lease said additional  space
                  at landlords then current lease rate.

         (d)      "Use of Premises": Office and laboratory use

         (e)      "Commencement   Date":   The  later  of  June  1,  2004  ("the
                  anticipated  Commencement  Date"),  or the date  Landlord  can
                  deliver possession of the Premises, but in no event later than
                  September 1, 2004. In the event  Premises can not be delivered
                  by September  1, 2004,  Tenant shall have the option to cancel
                  this lease and receive a refund of monies paid  hereunder.  In
                  the event the  Commencement  Date is not  delayed,  this lease
                  shall expire on May 31, 2009.  (unless  sooner  terminated  or
                  extended as provided herein)

         (f)      "Term":   Not  less  than  sixty  months   commencing  on  the
                  Commencement  Date,  this  Lease to end on the last day of the
                  sixtieth month after the Commencement Date.

         (g)      "Rent":

                  (1) "Annual Net Rent"  shall be per  rentable  square foot per
         Lease year as scheduled below:

                       Lease     Annual Net   Annual Net       Monthly Payment
                       Year:     Rent/RSF:    Rent:            Rent:

                       1         14.50          76,850.00        6,404.16
                       2         14.94          79,156.00        6,596.33
                       3         15.38          81,514.00        6,792.83
                       4         15.85          84,005.00        7,000.42
                       5         16.32          86,496.00        7,208.00


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Rent and other sums  payable by Tenant to Landlord  under this  Lease,  plus any
applicable  tax, shall be paid to Landlord,  without  deduction or offset at its
management  office  presently  located  at  13709  Progress  Boulevard,  Box 10,
Alachua,  Florida 32615 or at such other place as Landlord may hereafter specify
in writing.

         (h) "Security  Deposit":  The sum of Six Thousand Four Hundred Four and
16/100 Dollars ($6,404.16).

2.  PREMISES  AND  TERM:  Landlord,  in  consideration  of the Rent  hereinafter
reserved to be paid and of the  covenants,  conditions and agreements to be kept
and performed by Tenant,  hereby leases,  lets and demises to Tenant, and Tenant
hereby leases and hires from Landlord, that certain space called the Premises as
described above.

If  Landlord,  for any  reason  whatsoever,  cannot  deliver  possession  of the
Premises to Tenant on or before the  anticipated  Commencement  Date, this Lease
shall not be void or  voidable,  nor shall  Landlord be liable to Tenant for any
loss or  damage  resulting  therefrom,  but in that  event,  there  shall  be an
abatement of Rent covering the period between the anticipated  Commencement Date
and the time the Landlord can deliver possession, the date when the Landlord can
deliver  possession  being deemed to be the  "Commencement  Date"  (Commencement
Date) The  ending  date of this  Lease  shall be  extended  for not less than an
identical  period of time that transpired  between the anticipated  Commencement
Date and the date Landlord delivered  possession  (Commencement  Date), it being
the  parties'  intent  that this  Lease  have not less than a  complete  term as
described  and  contemplated  in Item 1, Section (f) above.  To this end, if the
actual  Commencement  Date is a day other  than the  first  day of a  particular
month,  the term of the Lease  shall not  expire  until the last day of the last
month  of the  proposed  term  as  described  in  Item 1,  Section  (f).  If the
Commencement Date is other than the anticipated  Commencement Date, the parties'
representatives  shall execute a letter  amendment to this Lease (which they are
hereby  authorized to do) whereby the  Commencement  Date and expiration date of
this Lease  will be  specified.  By  occupying  the  Premises,  Tenant  shall be
conclusively  deemed to have  accepted  the  Premises  as  complying  fully with
Landlord's covenants and obligations.

3. RENT:  Tenant  covenants and agrees to pay, without  deduction or offset,  to
Landlord  Rent for the  Premises as described in the  Definitions  above,  on or
before the first  (1st) day of the first (1st) full  calendar  month of the term
hereof  and on or  before  the  first  (1st)  day of each and  every  successive
calendar  month  thereafter  during the full term of this Lease,  subject to the
adjustments as provided  hereinafter  along with any applicable tax, at the then
current rate. In the event the Commencement  Date occurs on a day other than the
first  (1st) day of a calendar  month,  the first Rent  payment  shall be in the
amount of the  prorated  Rent for the  calendar  month in which the term of this
Lease  commences,  such payment to be due on the  Commencement  Date.  If Tenant
shall fail to pay any rents,  additional  rents or other charges within ten (10)
(business)  days after the same become due and  payable,  then Tenant shall also
pay to Landlord a late payment service charge of ONE HUNDRED DOLLARS  ($100.00),
excepting such payments that are contested by Tenant.


                                      -2-
<PAGE>

Whenever  under the terms of this Lease any sums of money is required to be paid
by Tenant in addition to the Rent  herein  reserved,  whether or not such sum is
herein  described  as  "Additional  Rent",  said  sum  shall  nevertheless,   at
Landlord's  option, if not paid when due, be deemed Additional Rent and shall be
collectible as such with the first  installment of Rent  thereafter  falling due
hereunder.

         3.1  PERSONAL  PROPERTY  TAXES:  Tenant  shall be liable  for all taxes
levied  against  personal  property and trade  fixtures  placed by Tenant in the
Premises.

         3.2 REAL ESTATE TAXES: Tenant shall pay to Landlord, as Additional Rent
(its  proportionate  share of) the (real  estate) taxes payable by Landlord with
respect  to the  (building  and the land on which  it is  situated)  (premises).
Tenant will pay to Landlord its share of real estate  taxes within  fifteen (15)
days after demand in one lump sum, or, at Landlord's  option,  divided by twelve
(12)  and  collected  with  monthly  rent.  The tax  payment  will  be due  each
anniversary  after the initial tax bill is issued and  collectible as Additional
Rent. In addition,  Tenant shall make timely  payment of (or reimburse  Landlord
for) all taxes and  assessments  levied  against  or  attributable  to  Tenant's
furniture,  equipment, supplies, fixtures and other personal property located in
the Premises,  regardless of whether title to such improvements shall be held by
Tenant or Landlord

         3.3  PROPERTY  INSURANCE:  Tenant  shall  pay the cost to  Landlord  to
maintain  liability  insurance,  multi  peril  hazard  insurance  with  extended
coverage,  and other  insurance on the Premises with coverage and in amounts not
less than those  which are from time to time  acceptable  to a prudent  owner of
which the property is located.  Tenant's share of such insurance  premiums shall
be payable monthly in advance along with Tenant's  payment of rent, and shall be
computed  by dividing  the total  amount of premiums  for the  previous  year by
twelve (12). If at the end of each lease year, there shall be a variance between
the amount collected as Tenant's share of insurance and the amount actually due,
Landlord shall furnish to Tenant a statement of any such variance. If the amount
of insurance due is in excess of the amount collected,  Tenant shall make a lump
sum payment to the Landlord for the difference with fifteen (15) days of receipt
of such  statement.  If the amount of  insurance  actually  due is less than the
collected amount, Landlord shall make a lump sum payment to Tenant in the amount
of such difference,  along with the statement of variance. Upon written request,
Tenant shall be permitted to inspect at Landlord's office during normal business
hours, all records concerning such insurance.

Even  though  the term of the Lease has  terminated  or  expired  and Tenant has
vacated  the Leased  Premises,  when a final  determination  is made of Tenant's
share of the taxes  and  insurance  premiums  for the year in which  this  Lease
terminates,  Tenant shall  immediately  pay any increase due over the  estimated
Tenant's  Share of such  taxes  and  insurance  premiums  previously  paid,  and
conversely,  any  overpayment  made shall be immediately  rebated by Landlord to
Tenant.

         3.4  COMMON  AREA  ASSESSMENTS:   Tenant  shall  pay  to  Landlord,  as
Additional  Rent (its  proportionate)  (the)  share of Common  Area  Assessments
(related to the Premises) due Progress Corporate Park Owners  Association,  Inc.
when due.  Tenant will pay to Landlord  within fifteen (15) days after demand in
one lump sum, or at Landlord's  option divided by twelve (12) and collected with
monthly rent.


                                      -3-
<PAGE>

 4. COST FOR  UPGRADES:  The rental rate is for basic space as  described in the
plans prepared by Paul Stresing Associates, Inc., project No.: 03-118. This rate
does  not  include  any  upgrades  for  electrical,  plumbing,  heating  and air
conditioning,  special exhausts, or lab fixtures or equipment. All upgrade costs
related to the design and  construction,  requested by Tenant,  shall be paid by
Tenant at the time they are incurred during construction of the premises.

5.  LANDLORD'S  REPAIRS:  Landlord,  at  Landlord's  expense,  shall deliver the
Premises to the Tenant in good,  sound,  and watertight  condition.  Upon Tenant
taking possession of the Leased Premises, Tenant hereby acknowledged that it has
accepted  the  Premises  "As Is" and  thereafter  shall be  responsible  for all
maintenance  and/or  repairs  of  the  premises.  Landlord,  however,  shall  be
responsible for the maintenance and repair of the building structure,  plumbing,
sewer, and electrical.

6. TENANT'S REPAIRS:  Tenant, at Tenant's expense,  shall make all ordinary wear
and tear  repairs and  replacements  to keep and  maintain  the Premises in good
condition,   including,  but  not  limited  to,  the  heating,  hot  water,  air
conditioning and other mechanical installations serving the Premises, all doors,
all windows including hardware and other  appurtenances,  and the parking areas,
landscaped areas,  sidewalks,  access routes,  light  facilities,  and all other
portions  of the  Premises,  including  but not  limited  to,  stripe  painting,
repaving,  patching,  mowing,  and the removal of standing  water,  snow and ice
therefore,  and the removal of rubbish and other refuse and debris.  Any and all
items that Tenant shall replace  during the term of this Lease shall be of equal
type and style than the item being replaced.  Tenant shall not permit any waste,
damage or injury to the  Premises.  Tenant shall keep in full force and effect a
contract  with a reputable  heating  contractor  for not less than the quarterly
inspection,  maintenance and repair of the  air-conditioning and heating systems
servicing the Premises,  including  oiling,  filter changes,  belt repair and/or
replacements,  refills of freezing  compound to the air conditioning and similar
maintenance and minor repair procedures. Landlord, however, shall be responsible
for  any  major  air  conditioning  or  heating  system  repairs,  which  exceed
$1,000.00.  Tenant  shall  furnish  a copy of said  contract  to  Landlord  upon
request.  Tenant shall further keep the Premises  clean,  attractive and free of
rubbish,  rubble, debris, insects, rodents and other pests. Tenant shall not do,
order of cause any work to be done or  installations to be made in, on or to the
roof of the Premises  without first obtaining  Landlord's prior written consent.
Tenant shall be  responsible  for any damage as a result of misuse or neglect of
the sewer system.


                                      -4-
<PAGE>

7. TENANT'S ALTERATIONS:  Tenant shall have the right, at its sole expense, from
time  to  time,  to  redecorate  the  Premises  and to  make  such  alterations,
additions,  improvements  and changes in such parts thereof as Tenant shall deem
expedient or necessary for its purposes,  subject to Landlord's  prior approval;
provided,  however, that such alterations,  additions,  improvements and changes
when completed  shall neither  impair the structural  soundness nor diminish the
value of the Premises.  Upon the  expiration  of this Lease,  Tenant may, at its
option, remove all such redecorations,  alterations, additions, improvements and
changes. Tenant shall repair all damage caused by such removal.  Notwithstanding
the foregoing,  all floor and wall coverings,  sinks,  vanities,  light fixtures
(other than special decorative lighting fixtures),  and the complete electrical,
plumbing,  air  conditioning and heating  systems,  including ducts,  diffusers,
grills,  controls and all other  equipment  and parts  related to such  systems,
shall be and remain in the  Premises at all times for the  benefit of  Landlord.
All such  alterations,  additions,  or improvements  shall be done in accordance
with all applicable laws, rules regulations,  and orders,  including  applicable
building  codes.  Landlord shall execute and deliver upon request of Tenant such
instrument  or  instruments  embodying  the  approval of  Landlord  which may be
required by any public or quasi  public  authority  for the purpose of obtaining
any  licenses  or  permits  for  the  making  of  such  alterations,  additions,
improvements,  changes  and/or  installations  in, to or upon said  Premises and
Tenant  agrees to pay for such  licenses or permits.  Tenant will  indemnify and
hold  Landlord   harmless  from  and  against  all  claims  by  reason  of  such
alterations,  additions,  or  improvements  which  may be made by  Tenant on the
Premises,  and Tenant shall promptly repair any damage to the Premises caused by
any such alterations, additions, improvements, or changes. Anything contained in
this Section to the contrary  notwithstanding,  Tenant shall not make changes to
the exterior or structural  portions for the Premises  without  Landlord's prior
approval, which approval shall not be withheld or delayed unreasonably.

8.MECHANICS'  LIENS:  Tenant  shall not suffer any  mechanics'  lien to be filed
against the Premises by reason of work, labor,  services or materials  performed
or  furnished  to Tenant  in  connection  with any  alterations,  additions,  or
improvements  to the Premises by Tenant  hereunder.  If any such mechanics' lien
shall at any time be filed against the Premises,  Tenant shall have the right to
contest and any and all such liens;  provided,  however, that Tenant shall cause
the same to be  discharged  of  record  by  payment,  bond,  order of a court of
competent  jurisdiction  or otherwise  within thirty (30) days written notice by
Landlord.  If Tenant shall fail to cause such lien to be discharged  within such
thirty (30) day period, then, in addition to any other right or remedy, Landlord
may,  but shall not be  obligated  to  discharge  the same by paying  the amount
claimed  to be due or by  bonding  or other  proceeding  deemed  appropriate  by
Landlord,  and the amount so paid by Landlord  and/or all  reasonable  costs and
expense, including reasonable attorneys' fees, incurred by Landlord in procuring
the discharge of such lien,  together with interest  thereon at the Default Rate
from the date paid  until  repaid by Tenant to  Landlord,  shall be deemed to be
additional  rent for the  Premises  and  shall be due and  payable  by Tenant to
Landlord on the first day of the next following month.

9. UTILITIES:  Tenant shall pay all charges for water,  gas, heat,  electricity,
sewer and any other utility used upon or furnished to the Premises. Tenant shall
keep the Premises  sufficiently  heated to avoid the freezing or bursting of all
pipes therein. The obligation of Tenant to pay for such utilities shall commence
as of the Commencement Date.

10. USE OF  PREMISES.  Tenant  shall use and occupy the Premises for purposes of
office and/or laboratory use. Landlord represents that the Premises may lawfully
be used for such purposes.

11. TENANT'S COVENANTS. Tenant covenants and agrees as follows:

         (a) Tenant shall procure any and all licenses and permits  required for
         Tenant's use of the Premises, and upon the expiration or termination of
         this Lease,  Tenant shall remove its goods and effects and those of all
         persons  claiming  under it and shall  yield up the same  peaceably  to
         Landlord in good order,  repair and condition in all  respects,  except
         for damage by fire and  casualty,  which is either  insured  against or
         required  to be insured  against  hereunder,  structural  defects  (not
         caused by Tenant's use of the Premises),  required repairs by landlord,
         and reasonable wear and tear.


                                      -5-
<PAGE>

         (b) Tenant shall permit  Landlord and its agents on  reasonable  notice
         and at  reasonable  times  to  examine  the  Premises  and to show  the
         Premises to  prospective  purchasers,  mortgagees,  and/or tenants (but
         only during the last  twelve  (12)  months of the term with  respect to
         prospective   tenants),   provided  that  Landlord  shall  not  thereby
         unreasonably  interfere with the conduct of Tenant's  business.  During
         the last three (3)  months of the Term of this  Lease,  Landlord  shall
         have the right to display on the  Premises  a "for  rent"  and/or  "for
         sale" sign, which notice shall not be removed,  obliterated,  or hidden
         by Tenant.

         (c) Tenant  shall use and occupy the  Premises  in a careful,  safe and
         proper  manner and shall keep the Premises in a clean,  safe and health
         condition in accordance with local ordinances and lawful  directions of
         proper public officers. Tenant shall not permit the Premises to be used
         for any  unlawful  purpose,  commit  any waste  thereof,  or commit any
         nuisance. Notwithstanding the foregoing, Tenant shall have the right to
         contest  the  legality  of  any  law,  order,   rule,   regulations  or
         requirement  applicable  to Tenant's  use of the  Premises,  and Tenant
         shall indemnify and hold Landlord harmless from any liabilities,  suits
         or  penalties  that may result  from any such  contest.  Upon the final
         determination  of any such  contest,  Tenant shall comply with any such
         law, order,  ordinance,  rule, regulation or requirements to the extent
         held to be valid or legal.

         (d) (i) Tenant  covenants  that except in compliance  with all laws and
         regulations,  Tenant  will  not use  hazardous  substances  within  the
         Premises as defined by any law or regulation  now or hereafter  enacted
         or promulgated by any governmental authority and that there shall be no
         hazardous wastes or biomedical  materials or waste generated within the
         Premises as defined by any law or regulation  now or hereafter  enacted
         or promulgated by any governmental authority,  without Landlord's prior
         consent.   Tenant  agrees  to  manage  and  dispose  of  all  hazardous
         substances,   hazardous  wastes  biomedical  materials  and  wastes  in
         accordance  with all  federal,  state and local laws,  regulations  and
         rules. Notwithstanding the foregoing, Landlord acknowledges that Tenant
         will be using biomedical  materials in the leased premises and approves
         of such use in accordance with all governmental regulations.

         (ii)  Tenant  agrees not to store any  hazardous  wastes or  biomedical
         materials or waste within the Premises  (except in compliance  with all
         laws and regulations).

         (iii)  Upon  the  expiration  of the term of the  Lease or the  earlier
         termination  hereof,  Tenant shall remove all  hazardous  wastes and/or
         biomedical  materials or waste  generated by Tenant from any portion of
         the  Premises.  Landlord  shall have the right to inspect the  Premises
         with regard to the management and disposal of hazardous  substances and
         wastes at all reasonable times during the term of this Lease.

         (e) Tenant  acknowledges that the leased premises are part of an office
         park development  subject to covenants,  conditions and restrictions as
         recorded  in  Official  Records  Book 1588,  at Page 2207,  as amended,
         Alachua County, Florida,  together with rules and regulations governing
         the office park which Tenant shall comply with and be subject to.

In addition,  the Tenant shall  promptly  execute and comply with all  statutes,
ordinances,  rules, orders,  regulations and requirements of the Federal,  State
and City Government and of any and all their Departments and Bureaus  applicable
to said premises, for the correction,  prevention, and abatement of nuisances or
other  grievances,  in, upon, or connected with said premises  during said term;
and  shall  also  promptly  comply  with  and  execute  all  rules,  orders  and
regulations of the applicable fire prevention codes for the prevention of fires,
at Tenant's own cost and expense.


                                      -6-
<PAGE>

12. ASSIGNMENT AND SUBLETTING:  Tenant shall not assign,  transfer,  mortgage or
encumber  this  Lease in whole or in  part,  nor  sublet  all or any part of the
Premises,  nor suffer or permit the occupation of all or any part thereof by any
other party,  without the prior written  consent of the Landlord,  which consent
shall not be  unreasonably  withheld or delayed.  The consent by Landlord to any
assignment or subletting shall not constitute a waiver of the necessity for such
consent to any subsequent assignment or subletting. (Tenant shall be entitled to
assign or sublease this to an  affiliated  entity  provided that Tenant  remains
liable for performance of the lease.)

13.  CHANGE IN CONTROL:  Any  transfers  of company  interests  in Tenant  which
results in change of control shall be deemed an assignment of this Lease.

14.  TENANT TO REMAIN  LIABLE.  If, at any time  during the term of this  Lease,
Tenant sublets all or any part of the Premises or assigns this Lease as provided
herein,  Tenant shall  nevertheless  remain fully liable under all the terms and
conditions of this Lease.

15. FIXTURES:  All equipment and all other trade and light fixtures installed by
or at the expense of Tenant in or on the  Premises  shall remain the property of
Tenant and Tenant may,  but shall not be  obligated  to,  remove the same or any
part  thereof  within  thirty  (30) days after the end of the term  hereof,  and
provided  that  Tenant,  at its sole cost and  expense,  shall make any  repairs
occasioned by such removal.

16.  INDEMNITY:  Tenant shall  indemnify  and hold  Landlord  harmless  from any
claims, damages,  liabilities and expenses (including attorneys' fees and costs)
for damage or injury to any person or any property occurring on the Premises, or
any part  thereof,  arising as a result of the  tortious  or  negligent  acts or
commissions  of Tenant,  its  agents,  employees,  independent  contractors  and
invitees.

17. LIABILITY  INSURANCE:  During the Term of this Lease,  Tenant shall maintain
comprehensive  public  liability  insurance,  including  insurance  against  the
assumed or contractual  liability of Tenant  hereunder,  to afford protection to
the limit for each  occurrence of not less than  $1,000,000.00  combined  single
limit for bodily injury,  death and $300,000.00 for damage to the property.  The
policy  carried  by  Tenant   hereunder  shall  name  Landlord  (and  Landlord's
mortgagee)  as an  additional  insured,  and such policy  shall  provide that no
cancellation,  reduction or other  material  changes  therein shall be effective
until at least  thirty  (30) days after  mailing of  written  notice  thereof to
Landlord (and Landlord's mortgagee).  Certificates evidencing all such insurance
shall be delivered to Landlord prior to the Commencement  Date, and prior to the
expiration of any such policies.

18.  PROPERTY  INSURANCE.  During the term of this Lease,  Tenant shall maintain
all-risk property casualty insurance, written at replacement cost value and with
replacement cost endorsement, including coverage against vandalism and malicious
mischief, covering all of Tenant's personal property in the Premises (including,
without  limitation,   inventory,  trade  fixtures,  all  and  floor  coverings,
furniture and other personal property), and all leasehold improvements installed
in the Premises by Tenant.


                                      -7-
<PAGE>

19.  DESTRUCTION  OF  PREMISES.  Upon the  performance  by the Tenant of all the
covenants and agreements  hereinabove  set forth, in case the leased premises or
any part thereof shall at any time be destroyed or so damaged as to be unfit for
occupancy or use by the Tenant, then, and in that event, the Landlord shall have
to option:  (1) to  terminate  this  Lease;  (2) to repair and  rebuild the said
premises  remitting rents hereby reserved or a fair and just proportion  thereof
according to the damage  sustained,  until the said premises are  reinstated and
made fit for occupancy and use and in the event the Landlord  elects to exercise
the option to repair and rebuild,  the same shall be done and  completed  within
one hundred eighty (180) days from the date said damage occurred; otherwise, the
Tenant shall have the option to terminate this Lease.

20. DAMAGE TO TENANT'S  PROPERTY.  The Tenant assumes all risks of any damage or
loss to Tenant's  property  that may occur by reason of water or the bursting or
leaking  of any pipes or waste  water  about said  premises,  or from any act of
negligence of any co-Tenant or occupants of the building, or fire, or hurricane,
or other Act of God, or from any cause  whatsoever.  The  Landlord  shall not be
liable for any damage so incurred.

21. TOTAL  TAKING:  If the whole of the  Premises  shall be taken under power of
eminent  domain by any public or private  authority,  or conveyed by Landlord to
said authority in lieu of such taking, then this Lease shall terminate as of the
date of such taking.

22. PARTIAL TAKING:  Landlord or Tenant may, at their  election,  terminate this
Lease  upon  the  occurrence  of any  condemnation  or  conveyance  in  lieu  of
condemnation,  which affects any portion of the floor area of the Premises. Upon
the occurrence of such event,  either party shall give the other party notice of
such  election  within  thirty (30) days after receipt of notice of such pending
condemnation.  If either party fails to give the other party such written notice
within such thirty (30) day period,  such party shall be conclusively  deemed to
have elected not to terminate  this Lease.  Notwithstanding  any  termination of
this Lease  hereunder,  Tenant,  at its  election,  may  continue  to occupy the
Premises,  subject to the terms and  provisions  of this  Lease,  for the period
between the date of such  taking and the date when  possession  of the  Premises
shall be taken by the appropriate authority.

23.  RESTORATION.  If this  Lease is not  terminated  under  Section  22  above,
Landlord,  at Landlord's  sole cost and expense,  shall  promptly  negotiate and
settle its claim for compensation with the condemning authority and upon receipt
of the condemnation  award shall promptly restore the remaining  portions of the
Premises,   including  any  and  all  improvements  made   theretofore,   to  an
architectural  whole in  substantially  the same condition that the same were in
prior to such taking.  Upon any  condemnation of a portion of the Premises,  the
Rent and any other charges payable by Tenant hereunder shall be  proportionately
reduced based upon the floor area of the Premises remaining after said taking.

24. THE AWARD. All compensation awarded for any taking, whether for the whole or
a portion of the Premises,  shall be the sole property of Landlord  whether such
compensation  shall be awarded for  diminution  in the value of, or loss of, the
leasehold or for  diminution  in the value of, or loss of the fee, or otherwise,
and Tenant  hereby  assigns to Landlord  all of Tenant's  right and title to and


                                      -8-
<PAGE>

interest in any and all such compensation; provided, however, Landlord shall not
be entitled to and Tenant shall have the sole right to retain any separate award
made by the  appropriating  authority  to  Tenant  for the  cost of  removal  of
leasehold  improvements,  fixtures, and personalty improvements installed in the
Premises by, or at the expense of, Tenant and for relocation  expenses,  and any
separate award made by the appropriating authority directly to Tenant.

25. RELEASE.  In the event of any termination of this Lease as the result of the
provisions of Sections 21 or 22 above, Rent and any other charges,  if any, paid
in advance by Tenant shall be refunded to Tenant, and the Parties,  effective as
of such  termination,  shall be  released  from all  liability  and  obligations
thereafter arising under this Lease.

26.  EVENTS OF DEFAULT;  REMEDIES.  If Tenant shall at any time be in default in
the payment of rental or any other charges  hereunder or in the  performance  of
any of the covenants of this Lease, and Tenant shall fail to remedy such default
within (a)  fifteen  (15) days after  receipt of  written  notice  thereof  from
Landlord if such default is as to payment of Rent, or any other charges  payable
by Tenant  hereunder,  or (b) within  fifteen (15) days after receipt of written
notice thereof if such default is nonmonetary (but Tenant shall not be deemed in
default  is such  default  cannot  be  cured in  fifteen  (15)  days and  Tenant
commences  to remedy  such  default  within  said  fifteen  (15) day  period and
proceeds therewith with due diligence until  completion),  or if Tenant shall be
adjudged a bankrupt or shall make an assignment for the benefit of creditors, or
if a receiver of any  property of Tenant in or upon the Premises be appointed in
any action, suit or proceeding by or against Tenant and not removed within sixty
(60) days after appointment,  or if the interest of Tenant in the Premises shall
be sold under execution or other legal process, or if the Premises are sublet or
this Lease is assigned  without  Landlord's  consent,  or if Tenant shall commit
waste,  Landlord may terminate this Lease,  or without  terminating  this Lease,
re-enter the Premises by summary proceedings,  proceedings in forcible entry and
detainer, eviction, or otherwise, and may dispossess Tenant.

27.  LANDLORD'S  RIGHT TO RELIEF.  If Tenant  abandons  the  Premises  and/or if
Landlord  elects  to  terminate   Tenant's  right  to  possession  only  without
terminating this Lease as above provided,  Landlord may remove from the Premises
any and all  property  found  therein  and such  repossession  shall not release
Tenant  from  Tenant's  obligation  to pay the  rental  herein.  After  any such
repossession by Landlord  without  termination of the Lease,  Landlord may relet
the Premises or any part thereof to any person, firm or corporation and for such
time  and  upon  such  terms as  Landlord  in  Landlord's  sole  discretion  may
determine.  Landlord may make repairs,  alterations  and additions in and to the
Premises and redecorate  the same to the extent deemed by Landlord  necessary or
desirable  and Tenant,  upon demand in writing,  shall pay the  reasonable  cost
thereof,  (excluding  tenant  improvements for the replacement  tenant) together
with Landlord's reasonable expenses of reletting,  including any commissions and
attorneys'  fees relative  thereto.  If the rents collected by Landlord upon any
such  reletting are not sufficient to pay monthly the full amount of the monthly
rent and other charges  reserved  herein,  together with the reasonable costs of
such repairs,  alterations  (excluding  tenant  improvements for any replacement
tenant), additions, redecorating, and expenses, Tenant shall pay to Landlord the
amount of each monthly deficiency upon demand in writing.

28. DAMAGES.  Tenant agrees to be liable for and to pay to Landlord (i) all rent
and other  charges and sums due under this Lease at the time of  termination  of
this Lease or upon the termination of Tenant's right of possession,  as the case


                                      -9-
<PAGE>

may be, and (ii) damages  equal to the present value  (discounted  at the annual
rate of interest  then being paid on U.S.  Treasury  Bonds which mature upon the
expiration  of this  Lease) of the excess  amount,  if any,  of the rent and all
other  charges and sums due under this Lease for the entire term over the rental
received by Landlord  for the  Premises for such term,  which  damages  shall be
payable at such time as said damages as  discounted by agreement of Landlord and
Tenant,  or by  judicial  decision,  or at such  time  that  said rent and other
charges  are  payable  under this  Lease,  which  liability  shall  survive  the
termination of this Lease,  the re-entry into the Premises by Landlord,  and the
commencement of the action to secure possession of the Premises.

29.  LANDLORD'S  RIGHT TO REMOVE  CHATTELS.  Any and all  property  which may be
removed from the Premises by Landlord in accordance with the terms of this Lease
may be handled, removed, stored or otherwise disposed of by Landlord at the risk
and expense of Tenant,  and  Landlord in no event shall be  responsible  for the
preservation of safekeeping thereof. Tenant shall pay to Landlord upon demand in
writing,  any and all  reasonable  expenses  incurred  in  connection  with such
removal and all storage  charges against such property so long as the same shall
be in Landlord's  possession or under Landlord's  control. If any property shall
remain in the Premises or in the possession of Landlord and shall not be retaken
by Tenant  within a period of thirty  (30) days from and after the time when the
Premises are either  abandoned by Tenant or  repossessed  by Landlord  under the
terms of this Lease,  said property  shall  conclusively  be deemed to have been
forever abandoned by Tenant.

30. CONDITION OF PREMISES. If this Lease be terminated for any reason whatsoever
of if Landlord  should re-enter the Premises as a result of any breach of Tenant
hereunder without  terminating the Lease,  Tenant covenants,  any other covenant
herein to the contrary  notwithstanding  (except  where this Lease is terminated
following  eminent domain  proceedings),  that (a) the Premises shall then be in
the  condition  required by all  applicable  provisions  of this Lease,  and (b)
Tenant shall perform any covenant  contained in this Lease for the making of any
repair,  improvement,  alteration or betterment to the Premises or for restoring
or  rebuilding  any part  thereof.  For the  breach of  either of the  foregoing
obligations  Landlord  shall  be  entitled  to  recover  and  Tenant  shall  pay
forthwith,  without  notice  or other  action  by  Landlord,  the  then  cost of
performing such obligation(s), together with interest at the Default Rate.

31.  LANDLORD'S  NONWAIVER.  No failure by  Landlord  to insist  upon the strict
performance of any agreement,  term, covenant or condition hereof or to exercise
any right or remedy consequent upon a breach thereof,  and no acceptance of full
or partial rent during the  continuance of any such breach,  shall  constitute a
waiver of any such breach or of such agreement, term, covenant, or condition. No
agreement,  term, covenant, or condition hereof to be performed or complied with
by Tenant, and no breach thereof, shall be waived, altered or modified except by
a written instrument executed by Landlord.  No waiver of any breach shall affect
or alter this Lease, but each and every agreement,  term, covenant and condition
hereof  shall  continue in full force and effect with  respect to any other then
existing or subsequent  breach  thereof.  No surrender of the Premises  shall be
effected by Landlord's  acceptance  of rent, or by Landlord's  acceptance of the
keys of the  Premises,  or by any other  means  whatsoever,  unless  the same is
evidenced by Landlord's  written  agreement to accept surrender of the Premises;
and if Landlord does accept surrender of the Premises,  Tenant's  obligations to
pay rents and to perform  the duties and  provisions  of this Lease  required of
Tenant  hereunder shall not be released or terminated but shall continue for the
remainder of the term of this Lease.


                                      -10-
<PAGE>

32. REMEDIES CUMULATIVE.  Each right and remedy provided for in this Lease shall
be cumulative  and shall be in addition to every other right or remedy  provided
for in this Lease or now or hereafter  existing at law or in equity or by statue
or  otherwise,  and the exercise or beginning of the exercise by Landlord of any
one or more of the  rights  or  remedies  provided  for in this  Lease or now or
hereafter  existing  at law or in equity or by  statute or  otherwise  shall not
preclude  the  simultaneous  or later  exercise  by Landlord of any or all other
rights or remedies  provided for in this Lease or now or  hereafter  existing at
law or in equity  or by  statute  or  otherwise.  In the  event of a default  or
threatened  default  by  Tenant  of  any of the  terms,  provisions,  covenants,
conditions,  rules and regulations of this Lease,  Landlord shall have the right
to injunction and the right to invoke any remedy permitted to Landlord in law or
in equity.


<PAGE>




33.  SELF-HELP.  If Tenant shall default in the performance or observance of any
agreement or  condition  in this Lease  contained on its part to be performed or
observed and shall not cure such default within any  applicable  cure period set
forth herein, Landlord may, at its option, without waiving any claim for damages
for reach of agreement, at any time thereafter cure such default for the account
of Tenant, and any amount paid or any contractual liability incurred by Landlord
in so doing  shall be deemed  paid or  incurred  for the  account  of Tenant and
Tenant  agrees to  immediately  reimburse  Landlord  therefor and save  Landlord
harmless  therefrom;  provided  that  Landlord  may  cure any  such  default  as
aforesaid  prior to the  expiration of said waiting  period,  without  notice to
Tenant,  if any emergency  situation  exists,  or after notice to Tenant, if the
cure  of  such  default  prior  to the  expiration  of said  waiting  period  if
reasonably  necessary to protect the Premises or Landlord's interest therein, or
to prevent injury to damage to persons or property. If Tenant fails to reimburse
Landlord  upon demand for any amount  paid for the account of Tenant  hereunder,
said amount (and all accrued interest  thereon) shall be added to and become due
as a part of the next payment of rent due hereunder.

34.  BANKRUPTCY.  Should  the  Tenant at  anytime  during the term of this Lease
directly or indirectly suffer or permit an involuntary or voluntary  petition in
any  proceedings  under the Federal  Bankruptcy  Act to be filed  against it, or
should Tenant  voluntarily  file any proceedings  under any insolvency  laws, or
should a receiver or trustee be appointed for the Tenant's  property,  or should
any order of any Court of  competent  jurisdiction  be  entered  continuing  the
Tenant in possession of the leased premises in any Federal or State proceedings,
or should the  Tenant's  leasehold  interest be levied upon and the lien of said
levy remain  undischarged for thirty (30) days after said levy has been made, or
should the Tenant  fail to  promptly  make the  necessary  returns  and  reports
required  by State and Federal  Law,  or should the Tenant fail to promptly  pay
when due all taxes of whatever  kind required to be paid to the Federal or State
governments or any subdivision thereof, then and upon the happening of either or
any of the aforesaid events, the Landlord shall have the right, at its election,
to consider  the same a material  default on the part of the Tenant of the terms
and provisions  hereof, and in the event such default is not cured by the Tenant
within  thirty (30) days after  written  notice by Landlord to the Tenant of the
existence of such  default,  the Landlord  shall have the option to declare this
Lease  terminated  and the  interest  of the Tenant  therein  forfeited,  or the
Landlord may exercise any other options  herein  conferred upon it. The pendency
of any proceedings  under the Bankruptcy Act or of any  proceedings  under State
Insolvency  Law to which the  Tenant  shall be a party  shall not  preclude  the
Landlord from exercising the option herein  conferred upon it. Upon  termination


                                      -11-
<PAGE>

of the Lease at the Landlord's option and/or as herein otherwise  provided,  the
parties  agree that the Court having  jurisdiction  of the cause may require and
direct the  re-delivery to the Landlord of the entire leased  premises,  without
notice to Tenant (which said Tenant hereby  waives),  upon motion or application
of the Landlord.  All revenues derived from or accruing from the leased premises
subsequent to the date of the  termination  of said Lease shall  constitute  the
property of the Landlord and the same is hereby  declared to be a trust fund and
shall not constitute an asset of the Tenant or its estate.

35.  RECEIVERSHIP.  The Tenant  pledges and assigns unto the Landlord all of the
rents, revenues, issues and profits which might otherwise accrue unto the Tenant
for the use, enjoyment and operation of the leased premises.  In connection with
the aforementioned pledges and assigns, the Tenant covenants and agrees with the
Landlord  that if the  Landlord,  upon the default of the Lease and after giving
proper notice to the Tenant as provided in this Lease,  elects to file a suit in
any Court having  jurisdiction  to enforce the Lease and protect the  Landlord's
rights  thereunder,  then the Landlord may, ancillary to such suit, apply to the
appropriate  Court for the  appointment  of a receiver of all and singular,  the
leased  premises and the  improvements  and  building(s)  located  thereon,  and
thereupon  it is  expressly  covenanted  and agreed that in such  event,  Tenant
consents to the appointment of said receiver and that the Court,  without notice
to Tenant,  may appoint a receiver with the usual powers and duties of receivers
in like cases, and such  appointment  shall be made by such Court as a matter of
strict right to the Landlord and without reference to the adequacy or inadequacy
of the value of the property which is subject to the Landlord's  lien, or to the
solvency or insolvency of the Tenant, and without reference to the commission of
waste.

36. SUBORDINATION. Tenant hereby subordinates this Lease to the lien of any deed
of trust, mortgage or mortgages now or hereafter placed upon Landlord's interest
in the Premises;  provided,  however,  that Landlord shall procure from any such
mortgagee an agreement,  in writing, in form and substance reasonably acceptable
to Tenant,  which acceptance shall be deemed given if such agreement provides in
substance that so long as Tenant substantially  performs the obligations imposed
upon Tenant hereunder  within the applicable  grace or cure period,  its tenancy
will not be disturbed,  nor its rights under this Lease affected by, any default
under such mortgage nor shall Tenant be named as a defendant in any  foreclosure
proceeding, and such agreement is otherwise customary in form and substance.

37. QUIET ENJOYMENT.  Landlord covenants and agrees with Tenant that upon Tenant
paying the Rent and observing  and  performing  all of the terms,  covenants and
conditions on Tenant's part to be observed and performed  hereunder,  Tenant may
peaceably  and  quietly  have,  hold,  occupy  and  enjoy the  Premises  without
hindrance or molestation from Landlord or any persons lawfully  claiming through
Landlord.

38.  SECURITY  DEPOSIT.  Tenant  herewith  deposits with Landlord the sum of Six
Thousand Four Hundred Four and 16/100 Dollars  ($6,404.16) as a guarantee of the
fulfillment of the terms and conditions of this Lease. Said deposit shall remain
with the Landlord  upon the same terms if Tenant  exercises  its option to renew
this Lease.  Tenant shall have the security  deposit  refunded at the end of the
lease,  assuming all payments due to Landlord have been made and the property is
returned to the Landlord in clean condition, ordinary wear and tear excepted.


                                      -12-
<PAGE>

39. HOLDING OVER. In the event that Tenant or anyone claiming under Tenant shall
continue  occupancy  of the  Premises  after the  expiration  of the original or
renewal term of this Lease without any agreement in writing between Landlord and
Tenant with respect  thereto,  and Landlord has not given its written consent to
said continued occupancy,  such occupancy shall not be deemed to extend or renew
the term of this Lease,  but such  occupancy  shall  continue as a tenancy  from
month to month upon the covenants,  provisions and conditions  herein  contained
and at two hundred percent (200%) of the Rental in effect upon the expiration of
the term,  prorated and payable for the period of such  occupancy,  and Landlord
shall  have the right to  terminate  such  tenancy  upon five (5) days'  written
notice to Tenant.

40.  WAIVERS.  Failure of either party to complain of any act or omission on the
part of the other party, no matter how long the same may continue,  shall not be
deemed to be a waiver by said party of any of its rights hereunder. No waiver by
either party at any time, express or implied,  of any breach of any provision of
this Lease shall be deemed a waiver of a breach of any other  provisions of this
Lease or a consent to any subsequent breach of the same or any other provisions.
If any action by either party shall require the consent or approval of the other
party,  the other  party's  consent  to or  approval  of such  action on any one
occasion  shall not be deemed a consent  to or  approval  of said  action on any
subsequent  occasion or a consent to or approval of any other action on the same
or any subsequent occasion.

41.  NOTICES.  All  notices  and other  communications  authorized  or  required
hereunder  shall  be in  writing  and  shall be  given  by  mailing  the same by
certified mail or registered mail,  return receipt  requested,  postage prepaid,
and any such  notice or other  communication  shall be deemed to have been given
when received by the party to whom such notice or other  communication  shall be
addressed,  or on the date noted that the addressee  has refused  delivery or on
the date that the  notice is  returned  to sender  due to the  inability  of the
postal  authorities  to  deliver.   Notices  shall  be  mailed  to  the  address
hereinabove  set  forth or such  other  address  as either  party may  hereafter
designate by notice to the other.

42. COST INCURRED BY BREACH.  The Tenant shall be liable to the Landlord for all
costs, expenses, reasonable attorney's fees and damages which may be incurred or
sustained  by the  Landlord  by  reason  of the  Tenant's  breach  of any of the
provisions of this Indenture.  Any sums due the Landlord under the provisions of
this Item shall  constitute  a lien  against  the  interest of the Tenant in the
leased premises to the same extent and on the same conditions as delinquent rent
would  constitute a lien on said  premises.  The Landlord shall be liable to the
Tenant for any costs, expenses, reasonable attorney's fees and damages which may
be incurred or sustained by the Tenant by reason of the Landlord's breach of any
of the covenants herein contained, providing Tenant asserts a claim therefore in
the appropriate Court and secures a judgment thereon.

43.  FORCE  MAJEURE.  In the event that  Landlord or Tenant  shall be delayed or
hindered in or prevented  from the  performance  of any act (other than Tenant's
obligation to make payments of Rent and other charges  required  hereunder),  by
reason of strikes,  lockouts,  unavailability  of  materials,  failure of power,
restrictive  governmental laws or regulations,  riots,  insurrections,  the act,
failure to act, or default of the other party,  war or other  reason  beyond its
control,  then  performance  of such act shall be excused for the period for the


                                      -13-
<PAGE>

delay and the  period of the  performance  of such act shall be  extended  for a
period  equivalent to the period of such delay.  Notwithstanding  the foregoing,
lack of funds shall not be deemed to be a cause beyond control of either party.

44.  ESTOPPEL  CERTIFICATES.  At any time and from  time to time,  Landlord  and
Tenant each agree, within five (5) days after request in writing from the other,
to execute,  acknowledge and deliver to the other or to any person designated by
the other a statement in writing certifying that this Lease is unmodified and is
in full force and effect, or if there have been modifications,  that the same is
in full force and effect as modified (stating the modifications), that the other
party is not in default in the  performance  of its covenants  hereunder,  or if
there have been such  defaults,  specifying  the same and the dates to which the
rent and other charges have been paid,  and such other matters as the requesting
party may reasonably request.

45. INVALIDITY OF PARTICULAR  PROVISION.  If any term or provision of this Lease
or the application hereto to any person or circumstance shall, to any extent, be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such term or provision to persons or circumstances  other than those as to which
it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

46.  CORPORATE  TENANCY If Tenant is a corporation,  the undersigned  officer of
Tenant hereby warrants and certifies to Landlord that Tenant is a corporation in
good  standing  and is  authorized  to do business in the State of Florida.  The
undersigned  officer of Tenant hereby further warrants and certifies to Landlord
that he or she,  as such  officer,  is  authorized  and  empowered  to bind  the
corporation  to the  terms  of  this  Lease  by his  or her  signature  thereto.
Landlord,  before it accepts  and  delivers  this Lease,  may require  Tenant to
supply it with a certified  copy of the  corporate  resolution  authorizing  the
execution of this Lease by Tenant.  If Tenant is a  corporation  (other than one
whose shares are regularly and publicly traded on a recognized  stock exchange),
Tenant  represents  that the ownership and power to vote its entire  outstanding
capital stock belongs to and is vested in the officer of officers executing this
Lease or members of his, her or their immediate family. If there shall occur any
change in the  ownership  and/or power to vote the  majority of the  outstanding
capital  stock  of  Tenant,  whether  such  change  of  ownership  is  by  sale,
assignment,  bequest,  inheritance,  operation of law or otherwise,  without the
prior  written  consent  of  Landlord,  then  Landlord  shall have the option to
terminate   this  Lease  upon  thirty  (30)  days'  written  notice  to  Tenant,
furthermore,  Tenant shall have an affirmative  obligation to notify immediately
Landlord or any such change.

46. CAPTIONS AND DEFINITIONS. The captions of the Sections of this Lease are for
convenience only and are not a part of this Lease and do not in any way limit or
amplify the terms and  provisions  of this Lease.  The word  "Landlord"  and the
pronouns referring thereto, shall mean, where the context so admits or requires,
the persons,  firm or  corporation  made herein as landlord or the  mortgagee in
possession  for the  time  being  of the land  and  building  comprising  of the
Premises. Any pronoun shall be read in the singular or plural number and in such
gender as the context may require.  Except as in this Lease otherwise  provided,
the terms and  provisions  of this Lease shall be binding  upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

47. ENTIRE  AGREEMENT.  This  instrument  contains the entire and only agreement
between the parties and no oral  statement or  representations  or prior written
matter not contained in this  instrument  shall have any force and effect.  This
Lease  shall not be  modified  in any way except by a writing  executed  by both
parties.


                                      -14-
<PAGE>

48. NO PARTNERSHIP. Landlord is not and shall not become by this Lease or by any
rights granted or reserved  herein a partner or joint venturer of or with Tenant
in the conduct of Tenant's business or otherwise.

49. LIABILITY OF LANDLORD.

         (a) If Landlord should sell or otherwise transfer  Landlord's  interest
         in the Premises,  Tenant agrees that Landlord shall  thereafter have no
         liability to Tenant under this Lease or any  modification  or amendment
         thereof or extensions or renewals thereof,  except for such liabilities
         which might have accrued  prior to the date of such sale or transfer of
         Landlord's  interest.  Landlord  shall be liable  under this Lease only
         while owner of the Premises  provided that any successor in interest to
         Landlord  hereunder shall assume such obligations and liabilities as of
         the date  Landlord's  interest in the  Premises is sold,  assigned,  or
         otherwise transferred hereunder.

         (b) If Landlord  shall fail to perform any covenant,  term or condition
         of this Lease upon Landlord's part to be performed or if Landlord shall
         be liable to Tenant in any way arising  out of this Lease,  or pursuant
         to statute, law, ordinance or regulation, or under the common law, and,
         as a  consequence,  if Tenant shall  recover a money  judgment  against
         Landlord,  such  judgment  shall be satisfied  only out of the proceeds
         received at a judicial sale upon  execution and levy against the right,
         title and  interest  of  Landlord  in the  Premises.  If Landlord is an
         individual,  a trustee of a trust or a company,  Landlord's obligations
         hereunder  shall not be binding  upon,  nor shall there be any personal
         liability by, Landlord  individually,  the trustees of said trust,  the
         beneficiaries  of said  trust,  the  company,  or the  partners  of the
         company.

50.      OPTION TO RENEW:  Provided  that  Tenant is not in  default  under this
         Lease,  Tenant  shall  have the  option  to  renew  this  Lease  for an
         additional  term of Sixty (60) months  commencing on the  expiration of
         the initial term.  All of the terms and  conditions of this lease shall
         apply  during the renewal  term  except that the monthly  rent shall be
         increased by three (3) % over the previous year's monthly rental during
         each year of the  renewal.  This  renewal  option shall be exercised by
         Tenant by written  notice given to Landlord not less than 45 days prior
         to the expiration of the initial term.

51.      EARLY  TERMINATION:  Tenant may terminate  this lease at any time after
         the first 12 months of this Lease upon  payment  to  landlord  of a sum
         equal to 12 months rent in which event both  parties  shall be released
         from any further liability or obligation under this lease.


IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.


                                      -15-
<PAGE>

WITNESSES:                                  LANDLORD:
                                            HAWLEY WIGGINS, L.L.C,
                                            A FLORIDA LIMITED COMPANY

/s/ Darryl J. Tompkins                      BY:  /s/ Phillip L. Hawley
---------------------------------                -------------------------------
Printed Name: Darryl J. Tompkins            ITS: Manager


/s/ Marlene Pendergast
---------------------------------
Printed Name: Marlene Pendergast

                                           TENANT:
                                           ORAGENICS INC., A FLORIDA CORPORATION

/s/ Darryl J. Tompkins                     BY: /s/ Mento A. Soponis
---------------------------------               -------------------------------
Printed Name: Darryl J. Tompkins           ITS:    President


/s/ Rebecca Budny
---------------------------------
Printed Name: Rebecca Budny


STATE OF FLORIDA
COUNTY OF ALACHUA


         The foregoing  instrument was  acknowledged  before me this 28th day of
January,  2004,  by  Phillip L.  Hawley as Manager on behalf of Hawley  Wiggins,
L.L.C,  a Florida  limited  company,  who is  personally  known to me or who has
produced ________________________ as identification and who did take an oath.


                                            /s/ Marlene Pendergast
                                            ------------------------------
                                            NOTARY PUBLIC STATE OF FLORIDA
                                            My Commission DD248314
                                            Expires September 9, 2007
                                            Printed Name: Marlene Pendergast

STATE OF FLORIDA
COUNTY OF ALACHUA

         The foregoing  instrument was  acknowledged  before me this 28th day of
January,  2004 by Mento  Soponis as  President  on behalf of  Oragenics  Inc., a
Florida corporation who is personally known to me or who has produced FL Drivers
License as identification and who did take an oath.

                                            /s/ Marlene Pendergast
                                            ------------------------------
                                            NOTARY PUBLIC STATE OF FLORIDA
                                            My Commission DD248314
                                            Expires September 9, 2007
                                            Printed Name: Marlene Pendergast



                                      -16-
<PAGE>

                                    EXHIBIT B

                             LEASEHOLD IMPROVEMENTS

         Landlord agrees that, subject to delays due to causes beyond Landlord's
control, it will, at its own expense, do the following work to the Premises:

                As provided in plans prepared by Paul Stresing Associates, Inc.,
                project No.: 03-118.


<PAGE>

LEASE SUBORDINATION AGREEMENT

         THIS  AGREEMENT  made as of the 14th day of April,  2004 by and between
Oragenics,  Inc., a Florida corporation  ("Lessee");  Hawley-Wiggins,  L.L.C., a
Florida  limited  liability  company  ("Lessor")  and  SunTrust  Bank, a Georgia
Banking  Corporation  authorized  to transact  business in the State of Florida,
("Mortgagee").

                              W I T N E S S E T H:

         WHEREAS,  Lessee is the lessee under a certain Business  Property Lease
(the "Lease") between Lessor, as lessor and Lessee, as lessee, dated January 28,
2004,  renting the premises  described  therein  which is a part of the property
described in Exhibit "A" hereto (the "Premises") and the improvements thereon.

         WHEREAS, Mortgagee has committed to make a loan to Lessor; said loan to
be secured by a first mortgage on the Premises (the "Mortgage"); and

         WHEREAS,  Mortgagee  has required the  execution of this  Subordination
Agreement in order to perfect the Mortgage as a first lien on the Premises:

         NOW,  THEREFORE,  in  consideration  of the premises and the sum of Ten
Dollars ($10.00), receipt and sufficiency of which are hereby acknowledged,  the
parties agree as follows:

         1. Lessee hereby  covenants and agrees with  Mortgagee  that all of the
Lessee's rights under the Lease shall hereby be and shall continue to be subject
and subordinate to the lien of the Mortgage and to all advances  heretofore made
or which hereafter may be made thereunder (including but not limited to all sums
advanced for the purposes of paying brokerage  commissions,  mortgage  recording
taxes,  documentary  stamps,  fees for  examination of title,  surveys and other
disbursements  and  charges in  connection  therewith),  and to any  extensions,
renewals  or   modifications   thereof,   including  any  future  advances  made
thereunder.

         2.  Lessee,  by the  execution  of this  Agreement,  shall  not  become
responsible  or liable for the  payment of any sum or sums due under the note to
be secured by the Mortgage.

         3.  Mortgagee  hereby  covenants  and agrees that so long as the Lessee
shall not be in default under the provisions of said Lease, said Lease shall not
be cut off nor shall any of Lessee's rights and obligations  under said Lease be
disturbed by any steps or proceedings  taken by the Mortgagee in the exercise of
any of its rights under the Mortgage or Note secured  thereby.  In the event the
Mortgagee  or any other  person in the exercise of any rights under the Mortgage
becomes owner of the leased  premises,  the  undersigned  Lessee shall recognize
such new owner as lessor under the  Business  Property  Lease;  the new owner to
have all the rights  including,  but not  limited  to, the right to receive  and
collect rent from the Lessee,  granted to Lessor and all the duties imposed upon
the lessor named as such in the Lease.

<PAGE>

         4. Lessee  agrees to send to  Mortgagee a copy of any notice of default
given to Lessor in  connection  with the Lease,  said notice  being only for the
purpose of  informing  Mortgagee of Lessor's  default.  Said notice shall not be
construed as placing any obligations on Mortgagee.

         5.  This  Agreement  may not be  changed  or  terminated  orally.  This
Agreement  shall bind and inure to the  benefit  of the  parties  hereto,  their
respective  successors  and assigns and may be recorded in the Public Records of
Alachua County, Florida.

         IN WITNESS  WHEREOF,  the undersigned have duly executed this Agreement
the day and year first above written.

In the presence of:                       "LESSEE"

                                          ORAGENICS, INC., a Florida Corporation
                                          (SEAL)

/s/ Sandra Allen                          BY: /s/ Mento A. Soponis
Witness:

/s/ James W. Sharpe                       ITS:  President & CEO
Witness:
                                          "LESSOR"

                                          HAWLEY-WIGGINS, L.L.C.,
                                          a Florida limited liability company
                                          (SEAL)

/s/ Rebecca Budny                         BY: /s/ Phillip L. Hawley
Witness:                                          PHILLIP L. HAWLEY
                                          ITS:    Managing Member
/s/ Marlene Pendergast
Witness:
                                          "MORTGAGEE"

                                          SUNTRUST BANK, a Georgia Banking
                                          Corporation(SEAL)

/s/ Rebecca Budny                         BY:  /s/ Nathan R. Garcia
Witness:                                           NATHAN R. GARCIA
/s/ Marlene Pendergast                    ITS: Assistant Vice President
Witness:


<PAGE>

STATE OF FLORIDA              )
                              ) SS:
COUNTY OF                     )

         The foregoing  instrument was  acknowledged  before me this ____ day of
April,  2004 by  __________________  on behalf  of  Oragenics,  Inc.,  a Florida
Corporation  ("Lessee")  who  is  personally  known  to me or who  has  produced
_______________________ as identification and who did not take an oath.

                                               ---------------------------------
                                               NOTARY PUBLIC
                                               Printed Name:____________________
                                               My commission expires:


STATE OF FLORIDA              )
                              ) SS:
COUNTY OF ALACHUA             )

         The  foregoing  instrument  was  acknowledged  before me this 14 day of
April, 2004 by Phillip L. Hawley, as Managing Member of Hawley-Wiggins,  L.L.C.,
a Florida limited liability company  ("Lessor") who is personally known to me or
who has produced _____________________ as identification and who did not take an
oath.

                                            /s/ Rebecca Budny
                                            --------------------------------
                                            NOTARY PUBLIC
                                            Printed Name: Rebecca Budny
                                            My commission expires: Dec. 17, 2004
                                            Comm. No. DD 243843


STATE OF FLORIDA              )
                              ) SS:
COUNTY OF                     )

         The  foregoing  instrument  was  acknowledged  before me this14  day of
April,  2004 by  Nathan R.  Garcia as  Assistant  Vice  President,  on behalf of
SunTrust Bank, a Georgia Banking  corporation,  ("Mortgagee")  who is personally
known to me or who has produced his Florida  Drivers  License as  identification
and who did not take an oath.

                                            /s/ Rebecca Budny
                                            --------------------------------
                                            NOTARY PUBLIC
                                            Printed Name: Rebecca Budny
                                            My commission expires: Dec. 17, 2004
                                            Comm. No. DD 243843

<PAGE>

                            FIRST AMENDMENT TO LEASE

         WHEREAS,  Hawley-Wiggins,  LLC, a Florida limited company as "Landlord"
and  Oragenics,  Inc., a Florida  corporation as "Tenant" have entered into that
certain  Lease  dated  the 28th day of  January,  2004,  for that  certain  real
property described on the attached Exhibit "A".

         and;

         WHEREAS, Landlord and Tenant have requested an amendment to the Lease.

         NOW, THEREFORE, the Landlord and Tenant agree as follows:

(1)               The Lease is modified to read as follows:

                  1. (e)  "Commencement  Date":  The later of November  15, 2004
("the  anticipated   Commencement  Date")  or  the  date  Landlord  can  deliver
possession  of the Premises,  but in no event later than December 15,,  2004. In
the event Premises  cannot be delivered by December 15, 2004,  Tenant shall have
the option to cancel this lease and  receive a refund of monies paid  hereunder.
In the event the  Commencement  Date is not delayed,  this lease shall expire on
November 30, 2009. (Unless sooner terminated or extended as provided herein)

         All  provisions  of the  original  Agreement  not amended  herein shall
remain unchanged and in full force and effect.

         IN WITNESS  WHEREOF,  the  parties  have set their hands and seals this
15th day of November, 2004.


In the presence of:                       "LANDLORD"

                                          Hawley-Wiggins, LLC, a Florida limited
                                          company

                                          /s/ Phillip L. Hawley
----------------------------------        ---------------------
Printed Name:_____________________        By: PHILLIP L. HAWLEY
                                          Its: Manager

----------------------------------
Printed Name:_____________________

                                          "TENANT"

                                          Oragenics, Inc., a Florida corporation

                                          /s/ Mento A. Soponis
----------------------------------        ---------------------
Printed Name:_____________________        By: Mento A. Soponis
                                              ---------------------------------
                                          Its:  President and CEO

----------------------------------
Printed Name:_____________________