EXHIBIT 10.20

                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT,  made on the 3rd day of June, 1999, by and between KA
REAL ESTATE ASSOCIATES, LLC, a Maryland corporation, having an office address at
10324 South Dolfield Road,  Owings Mills,  Maryland  21117  (hereinafter  called
Landlord) and AVESIS INCORPORATED having an office at 10324 South Dolfield Road,
Owings Mills, Maryland 21117 (hereinafter collectively called Tenant).

     WITNESSETH:  That in consideration  of the rents,  covenants and agreements
herein  contained,  on the part of Tenant to be performed,  Landlord does hereby
lease unto the said  Tenant the  premises  known as 10324 South  Dolfield  Road,
Baltimore  County,  Maryland 21117 (Office),  as shown on Exhibit A, space plan,
containing approximately 1,500 square feet (Premises).

TERM      The  term of the  lease  shall  be for five  (5)  years  beginning  on
          November 1, 1999 and terminating on October 31, 2004.

RENT      Tenant shall pay rent to Landlord at the rental rate of TWELVE DOLLARS
          TWENTY-FIVE CENTS ($12.25) cents per square foot of floor space in the
          Premises or  EIGHTEEN  THOUSAND  THREE  HUNDRED  SEVENTY-FIVE  DOLLARS
          ($18,375.00)  for the first year of this lease.  The rental rate shall
          increase by THREE PERCENT (3%) per annum for each  subsequent  year of
          the  lease.  Rent is to be  paid in  equal  monthly  installments,  in
          advance, on the first day of the month as follows:  Rent shall be paid
          to Landlord at its office at 10324 South Dolfield Road,  Owings Mills,
          Maryland  21117,  or to such other appointee as Landlord may from time
          to time designate in writing.

THE TENANT COVENANTS AND AGREES WITH THE LANDLORD AS FOLLOWS:

     1. RENT PAYMENTS.  Tenant shall pay rent when due, without deduction or set
off.

     2. USE.  Tenant shall use and occupy the Premises  solely for the following
purposes: administrative offices and for no other purpose or purposes.

     3.  UTILITIES/TRASH/JANITORIAL.  (a) Tenant shall pay for its proportionate
share of all gas,  electricity,  telephone and other  utilities used in or about
the Premises for the  aforesaid  permitted  purpose.  Accounts must be opened in
Tenant's name with the company that supplies the utilities,  except with respect
to water and sewer (if no separate meter is provided)  Landlord will bill Tenant
monthly  or  quarterly  on the  basis of a meter  reading  and  Tenant  will pay
Landlord  directly for said water and sewer  charges  within ten (10) days after
receipt of Landlord's  billing.  The parties  acknowledge  that the Premises are
served by a separate meter for water and sewer.

                    (b) Tenant hereby covenants,  at its expense, to provide its
               own janitorial service, and to keep the Premises, both inside and
               out, clean at all times and agrees that it will at all times keep
               such  Premises in a clean,  neat and  orderly  manner and that it
               will  remove all refuse,  garbage and trash from the  interior of
               the Premises and the adjacent areas and will see that the same is
               removed  daily,  at its  expense.  Tenant  shall  provide  at its
               expense,  trash receptacles  required by Landlord,  including but
               not limited to commercial trash dumpsters or similar receptacles.
               All trash  receptacles  must be approved by Landlord and shall be
               located in such places as Landlord shall designate.  Tenant shall
               maintain such receptacles and the designated  location thereof in
               a neat, clean and secure condition at all times. Tenant shall, at
               its expense,  provide for the pickup and removal of its trash. In
               the event Tenant's trash is not removed in the manner  aforesaid,
               Landlord  shall be  entitled to remove or cause to be removed the
               trash of tenant and Tenant  shall pay to Landlord  as  additional
               rent the cost incurred by Landlord for such removal,  plus twenty
               percent (20%) overhead and administrative expenses.
<PAGE>
     4. COMPLIANCE WITH LAWS.  Tenant shall observe,  comply with and execute at
its expense,  all laws and valid and lawful rules,  requirements and regulations
of the United States,  State, City and County in which the Premises are located,
and of any and all governmental authorities or agencies and of any board of fire
underwriters  or other  similar  organization,  respecting  the Premises  hereby
leased and the manner in which said Premises are or should be used by Tenant.

     5.  ASSIGNMENT/SUBLETTING.  Tenant shall not assign this Lease, in whole or
in part,  nor  sublet the  Premises,  or any part or  portion  thereof,  without
Landlord's  prior  written  consent,  which  consent  shall not be  unreasonably
withheld.  If such  assignment or  subletting is permitted,  Tenant shall not be
relieved  from any  liability  whatsoever  under this Lease.  Any  transfer of a
majority of ownership in Tenant,  if Tenant is a corporation  or a  partnership,
even by merger or consolidation,  shall be deemed an assignment pursuant to this
Section.

     6. FLOOR LOAD.  Tenant shall not load the Premises hereby leased beyond its
present carrying  capacity.  Any damage resulting from overloading the floors or
walls of the Premises will be charged to Tenant.

     THE PARTIES HERETO FURTHER COVENANT AND AGREE WITH EACH OTHER AS FOLLOWS:

     7.  TENANT'S  INSURANCE;  INDEMNITY.  (a) Tenant shall  indemnify  and save
harmless  Landlord,  its  successors or assigns,  from all claims and demands of
every  kind  that may be  brought  against  it,  them,  or any of them for or on
account of any  damage,  loss or injury to persons or  property  in or about the
Premises  during  the  continuance  of it  tenancy,  or  during  the time of any
alterations,  repairs or improvements or restorations to said property by Tenant
and arising in connection  therewith and from any and all costs and expenses and
other charges which may be imposed upon Landlord,  its successors or assigns, or
which it or they may be obligated to incur in consequence thereof.  Tenant shall
at all times carry and pay for a public liability  insurance  policy  protecting
Landlord and specifically  covering the above indemnity agreement on the part of
Tenant,  with limits of  $1,000,000.00  and $3000,000.00 for personal injury and
$100,000.00 for property  damage,  and will furnish Landlord with certificate of
such policy and any renewal thereof, naming Landlord as a certificate holder and
an Additional Insured. Such policy shall provide that Landlord will be given ten
(10) days' notice of any cancellation,  modification or surrender.  All personal
property and fixtures in the Premises shall remain at Tenant's sole risk. Tenant
shall  insure such  property  and  fixtures  against  loss or damage by fire and
casualties  ordinarily  included in the extended coverage  endorsement in use in
Maryland in an amount equal to 100% of the replacement  value thereof.  Landlord
shall  not be  liable  for  any  damage  or  loss  arising  from  the  bursting,
overflowing or leaking of the roof or of water, sprinkler, sewer or steam pipes,
or for  malfunctioning  heating,  air conditioning or plumbing  fixtures or from
electric  wire or fixtures or arising  from any other cause  whatsoever,  unless
caused by Landlord's negligent or willful misconduct.

          (b)Tenant  shall not do anything in or about said  Premises  that will
     contravene or affect any policy of insurance  against loss by fire or other
     hazards,  including but not limited to, public  liability,  now existing or
     which Landlord may hereafter place thereon,  or which will prevent Landlord
     from  procuring  such  policies in companies  acceptable  to Landlord;  and
     Tenant shall do  everything  reasonably  possible and  consistent  with the
     conduct  of  Tenant's  business,  as above  limited,  so as to  obtain  the
     greatest  possible  reduction  in the  insurance  rates for Landlord on the
     Office of which the Premises hereby leased are a part, and Tenant
<PAGE>
     further agrees to pay, as additional rental, any increase in the premium of
     any  insurance on the  Premises  hereby  leased (or if the Premises  hereby
     leased are a part of a complex,  then any  increases  in the premium of any
     insurance on said entire  complex)  caused by the occupancy of Tenant,  the
     nature of the business carried on by Tenant in said Premises,  or otherwise
     resulting  from any act of  Tenant,  its  agents,  servants,  employees  or
     customers.

          (c)  Tenant   hereby   releases   Landlord   from  all   liability  or
     responsibility to Tenant or any person claiming by, through or under Tenant
     by way of subrogation or otherwise,  for any injury,  loss or damage to the
     Premises  or any part  thereof or any  property  of Tenant in or around the
     Premises, or to Tenant's business irrespective of the cause of such injury,
     loss or damage,  and Tenant shall require its  insurer(s) to include in all
     Tenant's insurance policies which could give rise to a right of subrogation
     against Landlord a clause or endorsement whereby the insurer(s) shall waive
     any rights of subrogation against Landlord.

     8.  ALTERATIONS.  Tenant shall not make any  alterations  (which term shall
include floor and wall coverings) to the Premises without the written consent of
Landlord.  If Tenant desires to make any such alterations,  the same shall first
be  submitted  to  and  approved  by  Landlord,  which  approval  shall  not  be
unreasonably withheld, and shall be done by Tenant at it own expense, and Tenant
agrees that all such work shall be done in a good and workmanlike  manner,  that
the  structural  integrity  of the Premises  shall not be impaired,  and that no
liens shall attach to the Premises by reason thereof.

     9. END OF TERM.  Unless  Landlord  shall  elect that all or any part of the
alterations,  referred to in or  contemplated  by the  provisions  of Section 8,
shall remain, the Premises shall be restored to their original condition (except
as to any part of said  alterations  which  Landlord  shall  elect to remain) by
Tenant  before the  expiration  of its tenancy,  at its own expense,  and Tenant
shall  repair  any damage  resulting  from the  installation  or removal of such
alterations.

     Notwithstanding  the right of Landlord to require the removal thereof,  any
such  alterations  shall  become the  property  of  Landlord as soon as they are
affixed to the  Premises  and all right,  title and  interest  therein of Tenant
shall  immediately  cease unless  otherwise  agreed to in writing.  The Landlord
shall have the sole right to collect any insurance for damage of any kind to any
of such alterations upon the said Premises by Tenant.  If the making of any such
alterations,  or the obtaining permits or franchise therefor,  shall directly or
indirectly result in a franchise, minor privilege, tangible personal property or
other  similar  tax  or  assessment,  such  tax or  assessment  shall  be  paid,
immediately upon its levy, by Tenant.

     10.  MAINTENANCE.  Tenant shall,  during the term of this Lease,  keep said
Premises and appurtenances  (including all appliances and facilities,  doors and
doorways,  windows,  window  frames,  plate  glass,  and  the  heating  and  air
conditioning  system) in good order and  condition  and will make or pay for its
proportionate share of all necessary repairs thereto, and further,  with respect
to the heating and air conditioning  system,  while Landlord will make available
to Tenant any warranties with respect to said equipment which Landlord receives,
Tenant will be responsible at the expiration of the warranty period, if any, for
maintaining  a  maintenance  contract  on  said  equipment  with  a  heating/air
conditioning contractor acceptable to Landlord.  While Tenant is responsible for
keeping its Premises in good order and repair, Landlord specifically agrees that
it will make any  necessary  repairs to the  exterior  walls of the  building of
which the  Premises  are a part and to the roof of said  building,  and further,
that  Landlord will maintain the plumbing and  electrical  systems  serving said
building to the point of entry into the  Premises,  after being  notified of the
need for such repairs by Tenant,  and provided that none of the required repairs
have been caused by the  negligent  act or omission of Tenant,  its employees or
agents. Landlord may enter the Tenant's Premises at all reasonable times to make
repairs  required  hereunder,  or to inspect the  Premises in order to ascertain
that Tenant is carrying out its obligations with respect to  maintenance/repair.
Tenant will also not  obstruct  any  walkways  made  available to it. The Tenant
will, at the expiration of the term or at the sooner termination  thereof by any
forfeiture  or  otherwise,  deliver up the  Premises  in the same good order and
condition as they were at the beginning of the tenancy, reasonable wear and tear
excepted.
<PAGE>
     11.  TAX   ESCALATOR.   Tenant  shall  pay  as  additional   rent  Tenant's
proportionate  share of the real estate taxes  assessed  against the land and/or
building(s)  of the Office.  In the event of any  increases in real estate taxes
resulting from government assessments, improvements, alterations or additions as
made by Tenant,  Tenant  shall pay one hundred  percent  (100%) of the amount of
said increase.  If Tenant pays its  proportionate  share of the taxes based on a
bill that is appealed  by  Landlord  and later  reduced,  then  Tenant  shall be
entitled to a credit equal to its proportionate  share of any refund,  after all
costs or fees incurred by Landlord in contesting  the real estate tax assessment
are deducted.  For purposes of calculating  Tenant's  "proportionate  share" the
real estate tax bill will be  multiplied  by a fraction,  the numerator of which
shall be the square  footage  occupied by Tenant for the real estate tax year in
question  and the  denominator  of which  shall be the  total  leaseable  square
footage of the Office, occupied or ready for occupancy.  "Taxes" or "real estate
taxes" as used herein shall include,  but not by way of  limitation,  all paving
taxes,  special paving taxes,  Metropolitan  District  Charges,  and any and all
other  benefits or  assessments  which may be levied on the Premises or the land
and/or  building(s) in which the same are situate,  as well as any and all costs
or fees incurred by Landlord in contesting any real estate tax  assessment,  but
shall not include any income tax on the income or rent  payable  hereunder.  Any
payment due hereunder  shall be deemed to be additional  rental pursuant to this
Lease and shall be paid within ten (10) days of Landlord's billing.

     12. INSURANCE ESCALATOR. Landlord may, in its reasonable business judgment,
maintain  insurance on the property  including  but not limited to equipment and
systems in or  pertaining  to the  building or property  and  including  but not
limited to public liability  insurance,  property damage  insurance,  automobile
insurance, sign insurance, fire and extended coverage insurance, rent insurance,
boiler liability and casualty  insurance,  flood and earthquake  insurance,  and
plate glass insurance.  For any insurance maintained by Landlord with respect to
the property  and/or its  equipment,  Tenant  agrees to pay as  additional  rent
Tenant's  proportionate  share of said premiums for any insurance carried on the
property or any portion thereof.  If this Lease shall be in effect for less than
a full insurance  year,  Tenant shall pay as additional  rent its  proportionate
share of the  insurance  premium based upon the number of months that this Lease
is in effect. For purposes of calculating  Tenant's  "proportionate  share", the
insurance premium bill will be multiplied by a fraction,  the numerator of which
shall be the  square  footage  occupied  by  Tenant  for the  insurance  year in
question,  and the denominator of which shall be the average of all the leasable
square footage in the building occupied by Tenant.

     13. DEFAULT.  If Tenant fails to pay fixed rental or any other sum required
by the terms of this Lease to be paid by Tenant  when the same shall be due,  or
if Tenant shall  abandon the Premises,  then  Landlord  shall have the immediate
right, without notice, to make distress therefor and, upon such distress, in the
Landlord's discretion, this tenancy shall terminate. If any fixed rental payment
required  to be paid by Tenant  shall be in  arrears  more  than ten (10)  days,
Tenant shall be liable for a late charge of fifteen  percent (15%) of the amount
in arrears, which charge shall be collectible as rent. In case Tenant shall fail
to comply with any of the other  provisions,  covenants  or  conditions  of this
Lease on its part to be kept and performed,  and such default shall continue for
a period of ten (10) days after written  notice thereof shall have been given to
Tenant by  Landlord,  or if Tenant fails to pay any sum of money due to Landlord
or others under the terms hereof, when and as such payment is due, then upon the
happening of any such events, the term of this Lease, at the option of Landlord,
shall cease and determine and, from thenceforth,  it shall and may be lawful for
Landlord to re-enter  into and upon the Premises,  or any part  thereof,  and to
repossess  and  hold the same as if this  Lease  had  never  been  executed.  If
Landlord incurs any expenses in proceeding  against Tenant for any default under
this Lease,  then Tenant shall pay Landlord all reasonable  expenses,  including
counsel and court costs fees incurred with respect to such default.
<PAGE>
     In addition  to the  preceding,  if Tenant  fails to comply with any of the
other  provisions,  covenants or conditions  of this Lease,  and Tenant has been
given notice by Landlord and reasonable opportunity to cure, then thereafter and
notwithstanding  anything  in this  Lease  to the  contrary,  Landlord  may cure
Tenant's  default and Tenant shall owe Landlord any monies which Landlord spends
as a result of Landlord  curing  Tenant's  default,  plus fifteen  percent (15%)
administrative/overhead costs.

     14. CASUALTY. In case of the total destruction of the Premises by fire, the
elements  or other  cause,  or of such damage  thereto as shall  render the same
totally  unfit for  occupancy by Tenant,  the payment of the rent due  hereunder
shall be abated for the period of  untenantability,  or, at  Landlord's  option,
Landlord may declare that this Lease, together with the payment of rent then due
and a proportionate  part thereof to the date of surrender,  shall terminate and
be at an end. If any cause mentioned in the preceding  sentence shall render the
Premises partly untenantable,  then Landlord shall, at its own expense,  restore
the  Premises  with  all  reasonable  diligence,  and the rent  shall be  abated
proportionately  for the period of untenantability  and the part of the Premises
untenantable  until such improvements  shall have been fully restored;  provided
that,  if neither the  Premises nor any part  thereof  shall be rendered  either
wholly or partly untenantable,  Landlord shall, at its own expense,  restore the
Premises with all reasonable diligence,  but the rent shall not be abated to any
extent  whatsoever;  and provided further that if the cost of restoration of any
such  damage to the  Premises  (based on the  estimate of  Landlord's  insurance
adjuster) exceeds one-half (1/2) of the rent reserved hereunder from the date of
the  occurrence of the damage to the expiration of the then current term of this
Lease, then Landlord may, at its option, cancel this Lease.

     15. RECEIVERSHIP.  In the event of the appointment of a receiver or trustee
for Tenant by any court,  Federal or state, in any legal proceedings  instituted
by or against it, including  proceedings  under any provisions of the Bankruptcy
Act, if the  appointment  of such receiver or such trustee is not vacated within
thirty (30) days, or if Tenant be  adjudicated  bankrupt or insolvent,  or shall
make an assignment  for the benefit of its  creditors;  then, and in any of said
events,  Landlord  may,  at is  option,  terminate  this Lease by ten (10) days'
written notice, and re-enter upon the Premises.

     16. POSSESSION.  In case possession of or the right to use the Premises, in
whole or in part,  cannot be given to Tenant for any reason whatever  (including
inability to obtain any  occupancy or other  necessary  permit) on or before the
date specified for the beginning of the term,  then Landlord agrees to abate the
rent  proportionately  until possession is given to Tenant, and Tenant agrees to
accept such pro rata  abatement as liquidated  damages for the failure to obtain
possession.  If Landlord is unable to give Tenant  possession of or the right to
use the  Premises  for more than one  hundred  eighty  (180) days after the date
specified for the beginning of the term, then either party may cancel this Lease
by written notice to the other party, and there shall be no further liability of
either party with respect to this Lease.

     17. SIGNS, ETC. Tenant shall not place or permit any signs, lights, awnings
or poles on or about the exterior of the Premises without the written consent of
Landlord,  and, if such consent is given,  then Tenant  agrees to pay any permit
fees and minor  privilege  or other tax  therefor.  At its own cost and expense,
Tenant shall install  exterior  signage over its front and rear entrances to the
Premises.  Such signage shall be of Landlord/building  standard color,  material
and size and the  placement  of such  signage  shall be  subject  to  Landlord's
approval. Tenant further covenants and agrees that it will not paint or make any
change in or on the outside of the Premises  without the  permission of Landlord
in writing.  Tenant agrees that it will do nothing on the outside of Premises to
change the uniform architecture,  paint or appearance of said Premises,  without
the  consent of  Landlord  in  writing.  In the event of any  violation  of this
Section 17 by Tenant, then Landlord may take such action as it sees fit to abate
such  violation,  and Tenant  shall pay to  Landlord  all  expenses  incurred by
Landlord in taking such action.
<PAGE>
     18.  RULES AND  REGULATIONS.  Tenant  covenants  and agrees to abide by the
rules and regulations set forth below in this lease, and any reasonable  changes
and  additions  thereto;  and the same shall be deemed to be  covenants  of this
Lease.

     19. LANDLORD ACCESS. Landlord shall have the right to place a "For Sale" or
"For Rent" sign on any portion of the Premises for one hundred eighty (180) days
prior to the final  termination of this Lease,  and may show the Premises at all
reasonable times to prospective tenants and purchasers.

     20.  LANDLORD  LIABILITY.  Tenant  shall carry  standard  fire and extended
coverage  insurance on those parts of the Premises  and the  facilities  therein
which were  originally  constructed  and/or  installed  by Tenant or at Tenant's
expense  and on all other  leasehold  improvements  made by it, and on its trade
fixtures, merchandise and other personal property in the Premises for their full
replacement value.  Landlord shall not be liable to Tenant for any damage to any
such  property  from any  cause,  unless  (i) such  damage is due to  Landlord's
negligence,  and (ii) such  damage is  caused by an  occurrence  which is not an
insured hazard under the standard fire and extended coverage  insurance which is
available for insuring such property of Tenant at the time of the loss; it being
understood that it is not the intention of the parties that Landlord be relieved
from liability to Tenant for negligence contrary to any statute or public policy
of the State of  Maryland,  but rather that  Tenant  avail  itself of  available
insurance  coverage  without  subjecting  Landlord to liability  for losses that
could have been insured,  and without subjecting  Landlord to subrogation claims
of any  insurer.  The  Landlord  shall not be liable  to  Tenant  for  damage to
Tenant's  property due to the negligent or intentional  acts of any other tenant
in the complex of which the Premises is a part, or to any condition  existing on
or  emanating  from the  Premises  of any other  tenant  which is not  caused by
Landlord  or its agents or  contractors,  nor shall  Tenant be  entitled  to any
abatement  of rent or to claim an  actual  or  constructive  eviction,  whole or
partial,  permanent or temporary,  by reason of any such  condition or emanating
from such other tenant's Premises.

     21. ACCESS. Subject to Landlord not unreasonably  interfering with Tenant's
business,  Landlord,  and its agents,  servants  and  employees,  including  any
builder or contractor employed by Landlord,  shall have, and Tenant hereby gives
them and  each of them,  the  absolute  and  unconditional  right,  license  and
permission,  at any and all reasonable  times,  and for any  reasonable  purpose
whatsoever,  to enter through,  across or upon the Premises hereby leased or any
part thereof and, at the option of Landlord,  to make such reasonable repairs to
or changes in the Premises as Landlord may deem necessary or proper.

     22.  EXPIRATION.  The term of this Lease shall  expire on October 31, 2004,
without  the  necessity  of any notice by or to any of the  parties  hereto.  If
Tenant shall occupy the Premises  after such  expiration,  in the absence of any
written  agreement to the  contrary,  Tenant shall hold the Premises as a tenant
from  month to month,  subject  to all the other  terms and  conditions  of this
Lease,  except that the fixed rent shall be one and one-half  (1-1/2)) times the
highest  monthly rental  reserved in this Lease,  provided that Landlord  shall,
upon such expiration, be entitled to the benefit of all public general or public
local  laws  relating  to the speedy  recovery  of the  possession  of lands and
tenements  held over by  tenants  that may be now in force or may  hereafter  be
enacted,  tenant  hereby  waiving  the  necessity  of any  written  notice  as a
condition  precedent to the institution of any action for speedy recovery of the
Premises by Landlord.

     23.  CONDEMNATION.  If condemnation  proceedings are instituted against the
Premises and title taken by any  federal,  state or  municipal  body,  then this
Lease  shall  terminate  as of the  date  possession  vests  in  the  condemning
authority. Tenant shall not be entitled to share in any part of the award, which
may be  received by Landlord  for the taking of the fee and  Tenant's  leasehold
estate.  This Section 23 shall apply also in case of any sale of the Premises by
Landlord to a condemning  authority under threat of the exercise of the power of
eminent domain.
<PAGE>
     24.  SUBORDINATION.  Landlord  shall have the right to place a mortgage  or
mortgages on the Premises and the property of which the Premises is a part,  and
this Lease shall be  subordinate  to any such  mortgage or mortgages or superior
thereto,  as the  mortgagee(s)  may  elect  from  time to time.  Notice  of such
election shall be given to tenant in connection with any mortgage foreclosure.

     25. COMMON AREAS. (a) Tenant, its agents,  servants,  employees,  customers
and invitees,  shall have the non-exclusive right to use, in common with others,
the automobile parking areas,  driveways,  and pedestrian walkways,  and for all
other  areas,  space,  facilities,  equipment  and  signs,  to the  extent  made
available by Landlord for the common and joint  non-exclusive use and benefit of
landlord,  Tenant  and other  tenants  and  occupants  of the  Office  and their
respective  employees,   agents,   subtenants,   customers  and  other  invitees
(hereinafter  collective called "common areas") from time to time made available
by  Landlord in the complex of which the  Premises  are a part,  subject to such
rules and  regulations as Landlord may prescribe.  All employees of Tenant shall
park only in spaces designated by Landlord for employee parking,  if Landlord so
requires; and Tenant shall furnish to Landlord,  promptly upon request,  license
numbers,  makes and  colors  of  vehicles  used by  Tenant's  employees.  If any
employee of Tenant  parks a vehicle in any area other than that  designated  for
employee  parking,  Tenant shall pay Landlord  $10.00 per day (or part) for each
vehicle so parked if Landlord  shall have given written notice or oral notice of
such parking violation to a responsible official of Tenant on the premises,  and
such  violation is not  immediately  corrected.  Landlord  reserves the right to
limit  the  number  of  parking  spaces  and the  location  of said  spaces,  in
Landlord's sole discretion.

          (b) Landlord shall have the exclusive  management and control over the
     common areas; shall keep the parking areas and driveways substantially free
     of ice, snow and debris;  shall keep the common areas in reasonable  repair
     and shall care for all  landscaping;  and may change  the  arrangement  and
     location of parking areas and driveways as it sees fit.

          (c) Landlord  (subject to  reimbursement  as hereinafter  set forth in
     this section)  will, at its expense,  operate and maintain,  or cause to be
     operated and  maintained,  the common areas  (hereinabove  defined) and the
     Office in a manner  deemed  reasonable  and  appropriate  by Landlord.  For
     purposes  of this  Lease,  "common  area  costs"  shall be  those  costs of
     operating and  maintaining  or of causing the operation and  maintenance of
     the  common  areas and the  Office of which the  Premises  form a part in a
     manner deemed by Landlord to be reasonable and appropriate,  including, but
     not limited to, all costs and expenses,  whether  expended or incurred,  of
     repairing,  lighting,  cleaning,  landscaping,   painting  and  maintaining
     (including,  but not limited to,  preventive  maintenance);  removing snow,
     ice, rubbish and debris,  including dumpster rental and/or pick-up charges,
     inspecting, policing, providing security and regulating traffic; rental and
     depreciation  of machinery and equipment and other  non-real  estate assets
     used in the operation and  maintenance  of the property;  repairing  and/or
     replacing of paving, curbs, walkways, landscaping,  drainage, on-site water
     lines, sanitary sewer lines, storm water lines,  electrical lines and other
     equipment serving the Office from which the Premises or any part thereof is
     constructed or is to be constructed; electricity, steam, water and/or other
     fuel used in the common areas; heating, ventilating and air conditioning in
     enclosed common areas, if any; cleaning and janitorial  supplies  including
     equipment, uniforms, supplies and sundries used in connection therewith, if
     such services are provided, sales or use taxes on supplies or services; any
     parking  surcharges that may result from any  environmental  or other laws,
     rules, regulations, guidelines or orders; the gross compensation (including
     fringe  benefit  expenses  and  related  payroll  taxes)  of all  personnel
     required to  supervise  and  accomplish  the  foregoing,  together  with an
     administrative  charge  equal to 15% of the total of all common  area costs
     specifically  referred to above.  In the event of any dispute as to whether
     an item  represents  an expense or a capital  item,  Landlord's  accounting
     practices shall be determinative and binding on the parties.
<PAGE>
                    (d)  Tenant   shall  pay  as   additional   rent,   Tenant's
               proportionate   share  of  the  common  area  costs  incurred  by
               Landlord.  For purposes of  calculating  Tenant's  "proportionate
               share",  the  common  area costs  incurred  by  Landlord  will be
               multiplied  by a fraction,  the  numerator  of which shall be the
               square  footage  occupied by Tenant for the common area cost year
               in  question  and the  denominator  of which  shall be the  total
               leaseable  square  footage of the  Office,  occupied or ready for
               occupancy.  Any  payment  due  hereunder  shall be  deemed  to be
               additional rent payable by Tenant pursuant to this section within
               fifteen (15) days of Landlord's billing.  Additional rent payable
               by Tenant  pursuant to this section  shall be  pro-rated  for any
               fractional  part of the year  during  the last year of the Lease.
               Unless  Tenant  shall  have  given  Landlord  written  notice  of
               exception  to any  billing by  Landlord  within  thirty (30) days
               after delivery  thereof,  the same shall be deemed conclusive and
               binding on Tenant.  Landlord shall supply Tenant with a statement
               showing the amount and  computation of such  additional rent upon
               written request therefore by Tenant delivered within fifteen (15)
               days of receipt of the  Landlord's  billing  provided for in this
               subsection.

     26.  SECURITY  DEPOSIT.  Tenant shall  deposit with Landlord the sum of ONE
THOUSAND FIVE HUNDRED THIRTY-ONE DOLLARS AND TWENTY-FIVE CENTS ($1,531.25) to be
held by  Landlord a security  for the  payment  of rent and the  performance  of
Tenant's other obligations under this Lease.  Landlord may (but need not) invest
the deposit in interest  bearing  securities  or accounts  and  interest  earned
thereon,  if any,  shall  belong to Landlord.  The deposit  shall be returned to
Tenant  within  sixty  (60) days after the  termination  of this Lease if all of
Tenant's  obligations  hereunder  are performed to the date of  termination.  If
tenant  defaults in the  performance or observance of any obligation on its part
under  this  Lease,  Landlord  may apply the  deposit  to payment of the rent in
default or other money  arrearage,  and/or to the damages and costs  incurred by
Landlord  as a result of any  default,  and/or to costs  incurred by Landlord in
rectifying  any default,  and/or to the  prepayment  of rent for any  subsequent
period of the term,  and Tenant shall promptly  thereafter  restore the security
deposit to the original amount above  specified.  The right of Landlord to apply
the security  deposit as above  specified shall not be construed as a limitation
upon Landlord's  right to invoke any other remedy  available under this Lease or
at law or equity for breach of this  Lease,  or to  collect  the full  amount of
damages  owing by Tenant on account of such  breach.  If, by reason of  Tenant's
default under this Lease,  Landlord terminates this Lease either before or after
the  commencement  of the term or re-enters the Premises or if Tenant holds over
at the end of the term,  Landlord may retain the security  deposit as liquidated
damages  (applying it against the damages  which it suffers but without  waiving
its right to  recovery of  additional  damages to which it may be  entitled)  or
apply it to the  monthly  installments  of rent  hereunder  in inverse  order of
accrual.

     27.  NOTICES.  Any  notice,  demand,  consent,  approval,  request or other
communication  or document to be provided  hereunder  to a party hereto shall be
(a) in  writing,  and (b) deemed to have been  provided  (i) (1) 48 hours  after
being sent as  certified  or  registered  first class mail in the United  States
mails, postage prepaid,  return receipt requested,  or (2) the next business day
after  having  been  deposited  (in time for  delivery  by such  service on such
business day) with Federal Express or other national  courier  service,  in each
case to the address of such  parties set forth  herein or to such address in the
United States of America as such party may designate from time to time by notice
to the other party hereto, (ii) (if such party's receipt thereof is acknowledged
in writing) upon being given by hand or other actual  delivery to such party, or
(iii) upon being sent by telecopier to such telecopier  number as such party may
designate from time to time by notice to the other party hereto.

     28. TENANT  BUILD-OUT.  Upon the  commencement  of this Lease,  Tenant will
accept deliver of the Premises from Landlord "As Is".

     29.  RELOCATION.   Landlord  reserves  the  right  to  relocate  Tenant  at
Landlord's cost to comparably  sized Premises  within the Office.  Landlord will
provide Tenant with no less than 120 days written
<PAGE>
notice of its  intention  to  relocate  Tenant to new  Premises.  Any  notice to
relocate Tenant shall be subject to the following terms and conditions:

          (a)  This  Lease  will be  amended  effective  as of the  date of such
     relocation  by  deleting  the  description  of the  original  Premises  and
     substituting for it a description of the new Premises.

          (b)  Tenant  will  pay rent and  additional  rent/charges  for the new
     Premises  at the same rate per square  foot that is then  payable  for such
     charges hereunder.

          (c) Landlord shall bear the  reasonable  costs of moving Tenant to the
     new Premises, and shall also bear the cost of constructing the new Premises
     in a manner identical or substantially identical to Landlord's construction
     obligations  with respect to the  original  Premises,  and  Landlord  shall
     complete  its  construction  obligations  and deliver  the new  Premises to
     Tenant as of the date specified in Landlord's notice.

     30. HAZARDOUS  SUBSTANCES.  (a) The term "Hazardous  Substances" as used in
this Lease is defined to mean any substance  defined as a "hazardous  substance"
or "hazardous material" under either the Comprehensive  Environmental  Response,
Compensation  and Liability Act of 1989,  as amended (42 USC9601,  et seq.),  or
substances  declared to be hazardous or toxic under any other federal,  state or
municipal  law or  regulation  now or hereafter  enacted or  promulgated  by any
governmental   authority  having   jurisdiction,   and  including  asbestos  and
underground and above ground storage tanks.

          (b) Tenant shall have no  responsibility  or liability  whatsoever  to
     Landlord  or any third  person for any  Hazardous  Substances  or any other
     environmental  hazards  which  were  created  and/or  existed  on or in the
     Premises prior to the date of this Lease. Landlord shall indemnify and save
     harmless tenant, its successors and assigns, from all claims and demands of
     every kind, that may be brought against Tenant, before or on account of any
     damage,  loss or injury to persons or property arising from connection with
     any such Hazardous Substance or any other  environmental  hazard created or
     existing on or before this Lease,  and from any and all costs and  expenses
     and other  charges  which may be imposed upon Tenant,  its  successors  and
     assigns, or which Tenant may be obligated to incur in consequence thereof.

          (c) Tenant shall not cause or permit to occur:

               (i) Any violation of any federal,  state or local law,  ordinance
          or  regulation  now or  hereafter  enacted,  related to  environmental
          conditions  on, under or about the Premises and arising from  Tenant's
          use or occupancy of the Premises,  including,  but not limited to soil
          and ground water conditions; or

               (ii)  The  use,  generation,   release,  manufacture,   refining,
          production, processing, storage or disposal of any Hazardous Substance
          on, under or about the Premises or the  transportation  to or from the
          Premises of any Hazardous Substance.

     Further, it is agreed that:

               (iii) Tenant shall, at Tenant's own expense, make all submissions
          to,  provide  all  information   required  by,  and  comply  with  all
          requirements of all governmental  authorities (the "Authorities) under
          the Laws.

               (iv) Tenant shall, at Tenant's own expense,  comply with all laws
          regulating the use generation,  storage, transportation or disposal of
          Hazardous Substances ("Laws").
<PAGE>
               (v) Should any Authority or any third party demand that a cleanup
          plan be  prepared  and that a clean-up  be  undertaken  because of any
          deposit,  spill,  discharge or other  release of Hazardous  Substances
          that occurs during the term of this Lease, at or from the Premises and
          Tenant's use thereof, and for compliance  therewith,  and Tenant shall
          execute all documents promptly upon Landlord's request. No such action
          by Landlord and no attempt made by Landlord to mitigate  damages under
          any Law shall constitute a waiver of any of Tenant's obligations under
          this Section.

               (vi) Tenant shall promptly provide all information  regarding the
          use,  generation,  storage,  transportation  or disposal of  Hazardous
          Substances  that is requested by Landlord.  If Tenant fails to fulfill
          any duty imposed under this Section within a reasonable time, Landlord
          may do so; and in such case,  Tenant shall  cooperate with Landlord in
          order to prepare all documents Landlord deems necessary or appropriate
          to  determine  the  applicability  of the  Laws  to the  Premises  and
          Tenant's use thereof, and for compliance  therewith,  and Tenant shall
          execute all documents promptly upon Landlord's request. No such action
          by Landlord and no attempt made by Landlord to mitigate  damages under
          any Law shall constitute a waiver of any of Tenant's obligations under
          this Section.

               (vii) Tenant's  obligations  and  liabilities  under this Section
          shall survive the expiration of this Lease.

          (d) Tenant shall  indemnify,  defend and hold harmless  Landlord,  the
     manager of Landlord's buildings and their respective  officers,  directors,
     beneficiaries, shareholders, partners, agents and employees from all fines,
     suits,  procedures,  claims  and  actions  of  every  kind,  and all  costs
     associated therewith  (including  attorneys' and consultants' fees) arising
     out of or in any way connected with any deposit,  spill, discharge or other
     release of Hazardous  Substances that occurs during the term of this Lease,
     at or from Tenant's failure provide all  information,  make all submissions
     and take all steps required by all Authorities under the Laws and all other
     environmental laws. Tenant's obligations and liabilities under this Section
     shall survive the expiration of the Lease.

     31. BROKERAGE COMMISSIONS. Each of the parties represents and warrants that
there are no claims for  brokerage  commissions  or finder's  fees in connection
with the  execution of this Lease,  and each of the parties  agrees to indemnify
and save harmless the other party from and against all liabilities  arising from
any such claim  including,  without  limitation,  the cost of attorney's fees in
connection therewith.

     32.  RECORDING.  Tenant shall not record this Lease. The parties agree that
at or prior to the  commencement  of the  Lease  term,  or at a later  date,  if
requested by either party,  they will, upon the written request of either party,
execute, acknowledge and deliver a short form of lease setting forth the date, a
description of the Premises,  term, renewal option and restrictive covenants, of
any,  contained  and found to exist in this  Lease.  If the short  form of lease
herein referred to is recorded,  all costs incident thereto shall be paid by the
party requesting such recordation. The cost of recording any financing statement
required by Landlord as security for the rent or other  payments  due  hereunder
shall be at Tenant's expense.  Such short form lease shall not change the rights
and obligations of the respective parties.

     33.  WAIVER OF JURY  TRIAL.  Landlord  and Tenant  shall and they hereby do
waive trial by jury in any action,  proceeding or counterclaim brought by either
of the parties  hereto  against the other.  Said waiver is  effective  as to all
matters, including, but not limited to, any matters arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the  Premises,  and any  emergency  or other  statutory  remedy.
Tenant  further  agrees that it shall not  interpose  any  counterclaim(s)  in a
summary  proceeding  or in any action based on holdover or  non-payment  of Rent
and/or Additional Charges.
<PAGE>
     34. MISCELLANEOUS. (a) For the purpose of any suit brought or based on this
Lease,  this Lease shall be constructed to be a divisible  contract,  to the end
that  successive  actions may be maintained  as  successive  periodic sums shall
mature under this Lease, and failure to include in any suit or action any sum or
sums then matured  shall not be a bar to the  maintenance  of any suit or action
for the recovery of said sum or sums so omitted. Tenant shall not in any suit or
suits  brought  on this  Lease for a matured  sum,  for which  judgment  has not
previously been received, plead, rely on or urge as a bar to said suit or suits,
the  defenses  of  res  adjudicata,  former  recovery,  extinguishment,  merger,
election of remedies or other similar defenses.

          (b)  Nothing  shall be  construed  to be a waiver of any of the terms,
     covenants and  Conditions  herein  contained  unless the same be in writing
     signed by the party to be  charged  with such  waiver  and no waiver of the
     breach of any  covenant  shall be  construed as a waiver of the covenant or
     any subsequent breach thereof.

          (c) The  failure of  Landlord  to insist in any one or more  instances
     upon a strict  performance of any covenant of this Lease or to exercise any
     right herein contained shall not be construed as a waiver or relinquishment
     for the future of such covenant or right, but the same shall remain in full
     force and effect, unless the contrary is expressed in writing by Landlord.

          (d) If this Lease is executed by two or more  individuals,  as Tenant,
     the  liability  for  all  obligations  on  Tenant's  part  to be  performed
     hereunder,  specifically including but not limited to the obligation to pay
     all rent and  additional  rent  provided for herein,  shall be deemed to be
     joint and several.

          (e) Landlord  covenants that Tenant, on paying the Rent and Additional
     Rent due hereunder and performing  Tenant's  obligations  under this Lease,
     shall  peacefully and quietly have, hold and enjoy the Premises  throughout
     the term without hindrance,  ejection or molestation by any person lawfully
     claiming under Landlord,  subject to the terms and provisions of this Lease
     and to all  mortgages and  underlying  leases of record to which this Lease
     may  be or  becomes  subject  and  subordinate,  unless  a  non-disturbance
     agreement has been granted by mortgagee or ground lessor.

          (f) Any and all sums of money required to be paid by Tenant under this
     Lease, Whether or not designated as "additional rent" shall nevertheless be
     deemed as "additional rent" and shall be collectible as rent.

          (g)  Nothing  contained  in this Lease shall be deemed,  construed  or
     interpreted  to imply any consent or  agreement  on the part of Landlord to
     subject Landlord's interest or estate to any liability under any mechanic's
     or other lien law. If landlord  receives any notice to file a mechanic's or
     other lien against the Office, or any part thereof, or the Premises, or any
     part thereof,  for any work,  labor,  services or materials claimed to have
     been  performed or furnished  for or on behalf of Tenant or anyone  holding
     any part of the premises  through our under  Tenant,  then Tenant shall act
     promptly to have such notice  withdrawn  and to settle any dispute  that is
     the subject of such notice.  If any  petition to establish a mechanic's  or
     other  lien is  filed  or if any  mechanic's  or  other  lien  is  actually
     established,  against the Office or any part thereof,  or the Premises,  or
     any  part  thereof,  or  if  any  mechanic's  or  other  lien  is  actually
     established,  for any work,  labor,  services or materials  claimed to have
     been  performed or furnished  for or on behalf of Tenant or anyone  holding
     any part of the Premises  through or under Tenant,  then Tenant shall cause
     the same to be canceled and discharged of record by payment,  bond or order
     of court within 20 days after notice by Landlord to Tenant.  Tenant  shall,
     at Landlord's request,  give written notice to all of Tenant's laborers and
     materialmen  that  Landlord  shall  not be  responsible  for  labor  on the
     Premises not at the time of said notice  performed,  or for materials which
     have been furnished.  Tenant shall be responsible for paying, as additional
     rent,  any  attorneys  fees that  Landlord  actually  incurs as a result of
<PAGE>
     Landlord receiving any notice of intent to file a mechanic's or other, lien
     described  herein; as a result of any such petition to file a mechanic's or
     other  lien or as a result  of any such  mechanics,  or  other  lien  being
     established  against  the  Office,  or any part  thereof,  or  against  the
     Premises, or any part thereof.

     35.  CONTINGENCIES.  The Tenant's  lease at 10324 South  Dolfield Road will
commence on the earlier of the day after the Tenant's  current  lease  Agreement
with Continental Realty Corporation expires or the day after the Lease Agreement
is  terminated,  if  earlier  than the  expiration  date.  In no event  will the
Tenant's commencement date be later than November 1, 1999.

IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Lease under their
respective hands and seals as of the day and year first above written:  WITNESS:
LANDLORD: KA REAL ESTATE ASSOCIATES, LLC

/s/ Phyllis Oppenheim                   /s/ Kenneth L. Blum, Jr.
----------------------                  ----------------------------------------

WITNESS:                                TENANT:
                                        AVESIS INCORPORATED


/s/ Phyllis Oppenheim                   /s/ Alan S. Cohn
----------------------                  ----------------------------------------

STATE OF MARYLAND, COUNTY OF Baltimore , to wit:

On this 3rd day of June, 1999, before me, the subscriber, a Notary Public of the
State of Maryland, personally appeared Kenneth L. Blum, Jr. ,and he acknowledged
the above Lease to be the act of said Landlord.

IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.

                                        /s/ Kathy Incaprera
                                        ----------------------------------------
My Commission Expires: 8/1/2001

STATE OF MARYLAND, COUNTY OF Baltimore , to wit:

On this 3rd day of June, 1999, before me, the subscriber, a Notary Public of the
State of Maryland, personally appeared Kenneth L. Blum, Jr. ,and he acknowledged
the above Lease to be the act of said Landlord.

IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.

                                        /s/ Kathy Incaprera
                                        ----------------------------------------
My Commission Expires: 8/1/2001