EXHIBIT 10.48



                                 LEASE AGREEMENT

                                     BETWEEN

                     CORPOREX KEY LIMITED PARTNERSHIP NO. 8

                                    LANDLORD

                                       AND

                          CROSS COUNTRY SEMINARS, INC.

                                     TENANT



<PAGE>

                                TABLE OF CONTENTS

1.       PREMISES
2.       NON-EXCLUSIVE PARKING
3.       TERM
4.       CONDITION OF AND IMPROVEMENTS TO LEASED PREMISES
5.       OCCUPANCY PRIOR TO TERM
6.       CONTINUANCE OF OCCUPANCY
7.       SECURITY DEPOSIT
8.       BASE RENT
9.       ESCALATION OF BASE RENT
10       AITIONAL RENT
11.      MAINTENANCE OF COMMON AREAS; UTILITIES
12.      TAXES AND ASSESSMENTS
13.      INSURANCE
14.      FIRE OR OTHER CASUALTY
15.      USE OF LEASED PREMISES
16.      REPAIRS
17.      ALTERATIONS
18.      FIXTURES AND UNAUTHORIZED USE OF PREMISES
19.      WINDOW COVERINGS AND SIGNAGE
20.      INTERRUPTION OF SERVICE
21.      INDEMNIFICATION
22.      WARRANTY OF QUIET ENJOYMENT
23.      ASSIGNMENT AND SUBLETTING
24.      EMINENT DOMAIN
25.      NOTICES
26.      REDELIVERY OF PREMISES
27.      DEFAULT; REMEDIES UPON DEFAULT
28.      HOLDING OVER
29.      RIGHTS RESERVED BY LANDLORD
30.      BROKER'S COMMISSION
31.      ESTOPPEL CERTIFICATE
32.      LANDLORD'S LIABILITY
33.      INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS
34.      WAIVERS
35.      SEVERABILITY
36.      RECORDING
37.      CUMULATIVE REMEDIES
38.      INTEREST ON PAST DUE OBLIGATIONS
39.      BINDING EFFECT
40.      SUBORDINATION

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TABLE OF CONTENTS PAGE TWO

41.       AUTHORITY
42.       CONFLICT
43.       GOVERNING LAW; FORUM
44.       MECHANIC'S LIEN
45.       FINANCIAL STATEMENTS
46.       JOINT VENTURE
47.       HAZARDOUS SUBSTANCES
48.       ADDITIONAL EXHIBITS

                                    EXHIBITS
                                    --------

A.        LEASED PREMISES
B.         DEVELOPED PARCEL
C.         ALTERATIONS AND IMPROVEMENTS
D.         SCHEDULE OF RENT
E.         NOT APPLICABLE
F.         RULES AND REGULATIONS
G.        GUARANTY OF LEASE


<PAGE>

                                 LEASE AGREEMENT
                             CORPOREX BUSINESS PARK
                              NASHVILLE, TENNESSEE

THIS LEASE AGREEMENT, hereinafter known as the "Lease," entered into effect this
28th day of August, 2003, at Corporex Business Park, Nashville Tennessee between
CORPOREX KEY LIMITED PARTNERSHIP NO. 8, a Kentucky Limited Partnership, which
has a place of business at 100 E. RiverCenter Boulevard, Suite 1100 Covington,
Kentucky 41011-1602, hereinafter known as "Landlord," and Cross Country
Seminars, Inc., a Delaware corporation, whose principal place of business is
1645 Murfreesboro Road, Suite J, Nashville, Tennessee 37217 hereinafter known as
"Tenant."

                                   WITNESSETH:

In consideration of the rent hereafter reserved and the covenants herein
contained, each party to this Lease hereby agrees:

(1)  PREMISES:
     ---------

         Landlord does hereby lease and demise to the Tenant and Tenant does
         hereby take and rent from Landlord, the following Leased Premises:

         Approximately Nine Thousand Seventy (9,070) square feet of the first
         floor of Corporex Business Park, Building "A," located at 1645
         Murfreesboro Road, Suite J, Nashville, Tennessee 37217. That portion
         which is leased to Tenant is designated in red on the floor plan
         attached as Exhibit "A" and is hereinafter known as the "Leased
         Premises." The entire building, of which the Leased Premises form a
         part, is hereinafter known as the "Building." The Building, and other
         buildings which comprise Corporex Business Park, are situated upon a
         tract of land hereinafter known as the "Developed Parcel," which is
         more particularly described in Exhibit "B."

(2)      NON-EXCLUSIVE PARKING:
         ----------------------

         Landlord hereby grants to Tenant the right to use the off street
         parking located on the Developed Parcel surrounding the Building in a
         manner conducive to good business practice whereby Tenant uses parking
         spaces at no charge on a non-exclusive basis in common with other
         tenants of the Building. Such parking, in conjunction with the visitors
         parking area, shall be for the use of the Tenant's officers, agents,
         employees, and visitors on a non-reserved basis. Tenant's use of
         parking for employees and guests shall not exceed four (4) parking
         spaces per 1,000 square feet of rented area. Landlord reserves the
         right, however, to designate, for the specific account of Tenant,
         specific parking areas or spaces within the Developed Parcel.

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         If the Landlord designates a portion of the parking area for employee
         parking, employees of the Tenant shall use that portion of the parking
         area, thereby leaving the remaining parking spaces in the parking area
         open for visitor in and out traffic.

(3)      TERM:
         -----

         The term of this Lease shall be for Forty-Eight (48) months beginning
         September 1, 2003, and ending on August 31, 2007, subject however to
         the terms of Paragraph (4) and further subject to any of the conditions
         or covenants of this Lease or pursuant to law.

(4)      CONDITIONS OF AND IMPROVEMENTS TO LEASED PREMISES:
         --------------------------------------------------

         Immediately upon execution of this Lease, Landlord shall commence any
         alterations or improvements to the Leased Premises indicated on Exhibit
         "C." Landlord shall proceed diligently with said work and use its best
         efforts to complete same by September 1, 2003, if this Lease is fully
         executed by August 16, 2003; but, if the alterations or improvements
         are not substantially completed or the Leased Premises be not available
         for occupancy by said date, Tenant shall have no claim against Landlord
         due to such delay, excepting only that the term of this Lease shall not
         commence until the Leased Premises are deemed to be available to
         Tenant, and the term shall expire forty eight months thereafter. The
         Leased Premises shall be deemed to be available to Tenant at the
         earlier of the time when: Tenant accepts premises "As Is."

         (a)      the alterations or improvements to be made by Landlord are
                  substantially completed (notwithstanding the necessity of
                  punch list or minor repairs and adjustments still to be made
                  by the Landlord or notwithstanding the Tenant has not
                  completed installation and/or connection of its fixtures
                  and/or equipment); or,

         (b)      the Tenant actually occupies the Leased Premises.

         Immediately after the actual commencement date of this Lease has been
         determined, if at variance with Paragraph (3), Landlord and Tenant
         shall execute a written instrument fixing the commencement and
         termination dates of this Lease.

         Tenants taking possession shall be conclusive evidence that Leased
         Premises were then in good order and satisfactory condition, except for
         the completion of punch list items, if any.

         Notwithstanding anything else to the contrary in this Paragraph (4), if
         Landlord is not able to complete alterations or improvements to the
         Leased Premises due to delays caused by Tenant, its employees, agents
         or contractors, the term of this Lease shall not be delayed, but shall
         commence according to Paragraph (3).

<PAGE>

(5)      OCCUPANCY PRIOR TO TERM
         -----------------------

         If permitted by law, landlord may allow Tenant to occupy the Leased
         Premises prior to the commencement of the term stated in Paragraph 3.
         If Tenant occupies the Leased Premises on a day other than the first
         day of the month, the Monthly Base Rent provided for in Paragraph 8 and
         the Additional Rent provided for in Paragraph 10 shall be adjusted and
         prorated so the Tenant shall only pay rent for the actual number of
         days in the month. Tenant shall also comply with all other terms and
         provisions of this Lease in the same manner as if the term had, in fact
         commenced.

(6)      CONTINUANCE OF OCCUPANCY:
         -------------------------

         It is further agreed by Landlord and Tenant that Tenant shall
         physically occupy the Leased Premises during the entire original term
         and renewal term, if any, inasmuch as Tenant's continued occupancy of
         the Leased Premises and the regular conduct of its business therein are
         of utmost importance to the Landlord in the renewal of other leases in
         the Building, in the renting of vacant space to other tenants and in
         the maintenance of the character and quality of the Building. Thus
         should Tenant move out of the Leased Premises prior to its lease
         expiration without the consent of Landlord, the Tenant shall have
         breached its lease obligation herein and in such case Landlord may
         exercise any and all remedies for default provided by this Lease or by
         law.

(7)      SECURITY DEPOSIT:
         -----------------

         Tenant shall deposit with Landlord upon execution hereof the sum of
         three thousand two hundred twenty six and 44/100 Dollars ($3,226.44),
         which has been previously deposited with Landlord and will be
         transferred to this Lease, as security for Tenant's faithful
         performance of Tenant's obligations hereunder. If Tenant fails to pay
         rent or other charges due hereunder, or otherwise defaults with respect
         to any provision of this Lease, Landlord may use, apply or retain all
         or any portion of said deposit for the payment of any rent or other
         charge in default or for the payment of any other sum to which Landlord
         may become obligated by reason of Tenant's default, or to compensate
         Landlord for any loss or damage which Landlord may suffer thereby. If
         Landlord so uses or applies all or any portion of said deposit, Tenant
         shall within ten (10) days after written demand therefor deposit cash
         with Landlord in an amount sufficient to restore said deposit to the
         full amount previously stated. Said Security Deposit shall not earn
         interest thereon for the benefit of Tenant. No trust relationship is
         created herein between Landlord and Tenant with respect to said
         Security Deposit.

         In the event that Tenant performs all of its obligations hereunder,
         said Security Deposit (or so much thereof as has not been used up and
         applied by Landlord as provided above) shall be returned to Tenant
         after the termination of this Lease, and after an inspection by
         Landlord establishing that Tenant vacated the Leased

<PAGE>


         Premises in substantially the same condition in which it was received
         by Tenant, ordinary wear and tear excepted. The Security Deposit, which
         is returned to Tenant, may, at Landlord's option, be returned to the
         last assignee, if any, of Tenant's interest hereunder.

(8)      BASE RENT:
         ----------

         (a) As annual base rent for the use and occupancy of the Leased
         Premises during the initial term, Tenant shall pay to Landlord rent
         pursuant to the schedule attached as Exhibit "D."

         The annual base rent is to be payable in equal monthly installments,
         ("monthly base rent") in advance on the first day of each and every
         month during the initial or extended term of this Lease, except that
         Tenant shall pay the first installment of monthly base rent upon the
         execution of this Lease.

         (b) Tenant agrees to pay as supplemental base rent for the use of said
         Leased Premises an amount equal to ten percent (10%) of any monthly
         base rent payment which is not received by Landlord within five (5)
         days of the date said monthly base rent is due. Said supplemental base
         rent shall be in addition to any other amounts due under this Lease.

         (c) If this Lease commences on a day other than the first day of the
         month, the first and last monthly installments of rent provided for in
         Paragraph (8)(a) shall be adjusted and prorated so that Tenant shall
         only pay rent for the actual number of days in the first and last
         months of said term; but for all other months, Tenant shall pay the
         full monthly installment on the first day of each and every month.

         (d) Rent shall be mailed by Tenant to Landlord at Landlord's principal
         place of business or at such other place as Landlord may designate in
         writing. Rent shall be payable promptly without deduction or set off or
         prior demand thereof by Landlord. All payments shall be in U.S.
         dollars, in cash or by check, all checks subject to collection.

(9)      ESCALATION OF BASE RENT:
         ------------------------

         (a) At the beginning of and for each Lease Year, as hereinafter
         defined, commencing with the first month of the second Lease Year, the
         annual base rent (and the corresponding monthly base rent as defined in
         Paragraph (8)(a) and set forth in Exhibit "D") shall be adjusted.

         (b) As used herein, the term "Lease Year" means the one year period of
         time commencing on the first day of the term of this Lease, and each
         subsequent anniversary of the first day of the term of this Lease, and
         terminating at midnight of the day preceding the next following
         anniversary of the first day of the term of

<PAGE>


         this Lease; provided, however, that a different Lease Year may be
         defined in Exhibit "D."

(10)     ADDITIONAL RENT:
         ----------------

         In addition to the amounts imposed in Paragraphs (8) and (9), Tenant
agrees to pay as additional rent for each month during the term of this Lease,
the amounts required by Paragraphs (11), (12) and (13).

(11)     MAINTENANCE OF COMMON AREAS; UTILITIES:
         ---------------------------------------

         (a) Landlord shall arrange to keep the exterior parking lot, driveways,
         and sidewalks in good condition and repair, clean and free from snow,
         ice, rubbish and other obstructions; provide water and arrange for
         trash removal; arrange periodically for grass cutting, landscaping and
         yard maintenance; and arrange for illumination of the parking lot,
         grounds, and common exterior Building signs serving the Developed
         Parcel. Landlord shall also pay property management fees, licenses,
         permits, inspection fees, and the cost of all labor, contracted labor,
         materials and other services paid or incurred by Landlord in the
         operation and maintenance of the Building and Developed Parcel.

         (b) For each calendar year Tenant shall reimburse Landlord for 9.07%,
         nine and seven one hundredths percent (hereafter, its "Pro Rata Share")
         of the cost of the services enumerated in Paragraph (11)(a). In the
         event Tenant has advanced to Landlord sums in excess of Tenant's Pro
         Rata Share, Landlord shall rebate Tenant for the difference.

         In the event Tenant has advanced to Landlord less than Tenant's Pro
         Rata Share, Tenant shall pay to Landlord, upon receipt of an invoice,
         the difference between the Tenant's advances for the calendar year and
         the amount of Tenant's Pro Rata Share.

         (c) Tenant shall pay for all utilities consumed in the Leased Premises.
         Landlord, at Tenant's expense, shall install separate meters for
         natural gas (if available) and electricity. Notwithstanding
         Subparagraph (11)(a), Landlord reserves the right to install a water
         meter, at Tenant's expense, for the purpose of separately charging
         Tenant for water used in the Leased Premises.

(12)     TAXES AND ASSESSMENTS:
         ----------------------

         For each calendar year, Tenant shall reimburse Landlord for its Pro
         Rata Share of all real estate taxes and assessments levied or charged
         against the Building and the Developed Parcel, in the event Tenant has
         advanced to Landlord sums in excess of Tenant's Pro Rata Share,
         Landlord shall rebate Tenant for the difference. In the event Tenant
         has advanced to Landlord less than Tenant's Pro Rata Share, Tenant
         shall pay to Landlord, upon receipt of an invoice, the difference
         between

<PAGE>

         the Tenant's advances for the calendar year and the amount of Tenant's
         Pro Rata Share.

         All personal property taxes charged or levied against Tenant's
         furniture, fixtures and equipment in the Leased Premises shall be paid
         by Tenant.

(13)     INSURANCE:
         ----------

         (a) Landlord shall keep the Building insured against loss by fire or
         other casualty with extended coverage in an amount determined by the
         Landlord, and said policies shall include a standard waiver of
         subrogation clause against Tenant.

         In the event the cost of premiums on Landlord's fire and extended
         insurance increases due to the hazardous nature of the use and
         occupancy by Tenant of the Leased Premises, then the entire increase in
         insurance cost shall be paid by Tenant in a lump sum upon receipt of
         invoice from the Landlord.

         (b) Landlord shall at all times maintain public liability insurance for
         the common areas and the exterior of the Building as well as the
         sidewalks and the parking lot of the Developed Parcel.

         (c) For each calendar year, Tenant shall reimburse Landlord for its Pro
         Rata Share of Landlord's insurance premiums, in the event Tenant has
         advanced to Landlord sums in excess of Tenant's Pro Rata Share,
         Landlord shall rebate Tenant for the difference.

         In the event Tenant has advanced to Landlord less than Tenant's Pro
         Rata Share, Tenant shall pay to Landlord, upon receipt of an invoice,
         the difference between the Tenant's advances for the calendar year and
         the amount of Tenant's Pro Rata Share.

         (d) The Tenant covenants and agrees that it will, at all times during
         the term hereof, at its own expense, carry and keep in full force and
         effect in companies satisfactory to Landlord, public liability
         insurance in form satisfactory to Landlord, with limits of (a) at least
         ONE MILLION DOLLARS ($1,000,000.00) for injury, including death, to any
         one person, and (b) at least ONE MILLION DOLLARS ($1,000,000.00) for
         injury, including death in any one casualty, and (c) at least ONE
         MILLION DOLLARS ($ 1,000,000.00) for property damage coverage. Landlord
         may increase the above limits to such greater amounts of insurance
         coverage as Landlord may from time to time reasonably require. Tenant
         shall also, at its own expense, carry plate glass insurance on the
         Leased Premises. All such policies shall name the Landlord and the
         Tenant as parties insured, and shall contain a provision that the same
         may not be canceled or changed without giving to the Landlord at least
         thirty (30) days written notice prior to expiration or cancellation of
         any such policy. Tenant shall furnish to Landlord a certified copy of
         each policy.

<PAGE>

         (e) All property in the Leased Premises, in the Building or on the
         Developed Parcel, belonging to Tenant, its agents, employees or
         invitees or to any other person, shall be there at the risk of Tenant
         or such other person only, and Landlord shall not be liable for damage
         thereto or theft, misappropriation, or loss thereof.

         In furtherance of this provision, Tenant shall at all times and at its
         expense maintain insurance against loss by fire or other casualty with
         extended coverage on its furniture, fixtures, inventory, equipment,
         supplies and personal property, in an amount determined by Tenant; said
         policies shall include a standard waiver of subrogation clause against
         Landlord.

         (f) Landlord, its agents and employees shall not be liable for injury
         to person or damage to property sustained by Tenant, by any occupant of
         the Leased Premises, the Building or the Developed Parcel, or by any
         other person, occurring or resulting directly or indirectly from any
         existing or future condition, defect, matter, or thing in the Leased
         Premises, in the Building or on the Developed Parcel or from equipment
         or appurtenances therein or from accident or from any occurrence, act,
         or from negligence or omission of any Tenant, occupant: or any other
         person; but nothing in this Subparagraph (f) shall be deemed to relieve
         Landlord from liability for damages for bodily injuries to any person
         caused by or resulting from the negligence of Landlord, its agents or
         employees.

(14)     FIRE OR OTHER CASUALTY:
         -----------------------

         Should the Leased Premises be damaged or destroyed by any cause and
         such damage or destruction be of such a nature that it may be repaired
         or restored within a period of one hundred twenty (120) days after the
         occurrence, then this Lease shall not terminate, but it shall be the
         obligation of Landlord to repair or restore the Leased Premises as
         nearly as possible to its condition prior to such damage or
         destruction, and the Landlord shall proceed promptly to make such
         repairs or restoration; provided, however, that such repairs or
         restoration can be made by Landlord for an amount not in excess of the
         amount recovered by Landlord on the fire and extended insurance. There
         shall be an equitable abatement of rent during the period that the
         Leased Premises may be wholly or partially unavailable for use by
         Tenant for the operation of its business.

         Should the damage or destruction be of a character that will not permit
         repair or restoration of the Leased Premises within the one hundred
         twenty (120) days after the occurrence thereof, or if the cost of such
         repair or restoration exceeds Landlord's insurance recovery, either
         Landlord or Tenant shall have the privilege of canceling the unexpired
         term of this Lease upon giving written notice to the other within forty
         five (45) days after such destruction.

<PAGE>

(15)     USE OF LEASED PREMISES:
         -----------------------

(a) Tenant shall use and occupy the Leased Premises for offices use and for no
other purpose except Cross Country Seminar, Inc.'s business use.

(b) The Leased Premises, in its state existing on the date that the Lease term
commences, but without regard to the use of which Tenant will use the Leased
Premises, do not violate any covenant or restrictions of record,, or any
applicable building code, regulation or ordinance in effect on such Lease term
commencement date.

(c)      The Tenant hereby covenants and agrees as follows:

         (i) To comply with all Federal, State, County and City laws,
         ordinances, rules and regulations affecting the use or occupancy of the
         Leased Premises by Tenant or the business at any time transacted by the
         Tenant;

         (ii) Not to use the Leased Premises for any disorderly or unlawful
         purpose or use inconsistent with applicable zoning;

         (iii) To obtain from appropriate governmental agencies at the Tenant's
         expense any and all permits, licenses, and the like, required to permit
         Tenant to occupy the Leased Premises and to be at all times in
         compliance with such permits, licenses, and the like, and all
         applicable governmental ordinances and regulations;

         (iv) To keep the Leased Premises clean and free from rubbish and to
         keep the windows and signs neat, clean, and in good order, all at
         Tenant's sole expense; or Landlord at its sole discretion shall have
         the right to perform these maintenance items and Tenant agrees to
         reimburse Landlord for its costs;

         (v) Not to store any material, trash or refuse of any nature whatever
         within the Leased Premises or on the exterior of the Leased Premises or
         Developed Parcel nor to erect any screen or fence without the prior
         written consent of Landlord;

         (vi) To refrain from keeping gasoline, other inflammable material, any
         explosives or any other hazardous substance within the Leased Premises
         or on the Developed Parcel, or from doing any act or thing which may
         make void or voidable the Landlord's insurance against fire, and to
         conform to all rules or regulations from time to time established by
         the appropriate insurance rating organization;

         (vii) To comply with all the Rules and Regulations which have been
         adopted by Landlord, attached as Exhibit "F," (or which may be
         hereafter adopted by Landlord) for the protection and welfare of the
         Building, the Developed Parcel and other tenants.

<PAGE>

(16)     REPAIRS:
         --------

(a)      Tenant Repairs
         --------------

         Tenant agrees that during the full term of this Lease or any renewal
         thereof, it will, at its own expense, keep the interior of the Leased
         Premises in good condition and shall not let the Leased Premises and
         equipment, fall out of repair, and that it will maintain the Leased
         Premises and equipment, and make repairs promptly as they become
         necessary. At commencement of this Lease, Landlord shall supply the
         Leased Premises with the required lamps, bulbs, ballasts, and starters,
         but replacements thereof shall be at Tenant's expense.

         Interior maintenance shall be deemed to include, but shall not be
         limited to, repairs or replacements required for windows, doors,
         floors, interior walls, ceilings, painting and decorating, and repairs
         to heating, air conditioning, plumbing and electrical fixtures, and
         equipment. Tenant shall change the filters in the ventilation system on
         regular intervals. Notwithstanding, the provisions of this
         Subparagraph(16)(a), Tenant shall not be obliged to make such repairs
         as are necessitated by fire or other perils provided for by extended
         coverage clauses (whether or not caused by the active or passive
         negligence of the Tenant) for which damage or loss insurance is carried
         by the Landlord.

         Tenant accepts all equipment "as is". Tenant shall at all times after
         commencement of Tenant's business operations at the Demised Premises
         maintain, at Tenant's sole cost and expense, a service contract with a
         reputable heating, ventilating and air conditioning service and repair
         firm for the provision of such service and repairs to the Demised
         Premises, which shall provide that such contract may not be canceled,
         materially changed or not renewed without at least thirty (30) days
         advance written notice to Landlord at the address in the manner set
         forth in Section 25 of the Prime Lease. A copy of such contract shall
         be deposited promptly upon commencement of Tenant's obligation to
         procure same, and a copy of each replacement thereof shall be deposited
         with Landlord promptly upon Tenant's execution of same.

(b)      Landlord Repairs
         ----------------

         Landlord agrees that during the full term of this Lease, it will, at
         its own expense, keep the exterior structural parts and roof of the
         Building in good condition and repair and that it will make such
         repairs promptly as they become necessary. Exterior repairs shall be
         deemed to include exterior walls, roof, gutters, downspouts, and
         plumbing outside the Building. Landlord shall make such interior
         repairs and replacements as are necessitated by fire or perils provided
         for by extended coverage clauses (whether or not caused by the active
         or passive negligence of the Tenant) for which damage or loss insurance
         is carried by the Landlord and for which insurance proceeds are
         recovered, including interior decorating caused by such fire or other
         perils.

<PAGE>

         It is the intent of Landlord to stop the water infiltration into
         existing space and Landlord will complete such work by no later than
         September 15, 2003. This work will include sealing the building face
         below grade in the planter bed with an applied waterproofing. The two
         masonry cracks will be cleaned and caulked and the window units at the
         rear of the building will be caulked and sealed. In the event the
         repairs do not stop the infiltration of water by December 31, 2003, to
         the reasonable satisfaction of an engineer, whom Landlord and Tenant
         will select as a condition of this Lease, then Tenant shall have the
         one time right to terminate this lease, with ninety (90) days advance
         written notice. This termination right shall expire on December 31,
         2003.

(17)     ALTERATIONS:
         ------------

         No alterations, modifications, additions or installations to the Leased
         Premises shall be made unless the Landlord shall first have given
         written approval of the plans and specifications thereof, and shall
         have been protected, to the Landlord's satisfaction, against any cost
         or damage incident thereto. Prior to any approved construction, Tenant
         shall first have secured all necessary building and other permits.
         Tenant agrees to make such alterations, modifications, additions or
         installations to the Leased Premises as may be required by building,
         OSHA, or other applicable regulations or local codes in the
         jurisdiction in which the Leased Premises are located. All such
         alterations, modifications, additions, or installations, when made,
         shall become, unless the Landlord elects otherwise as provided in
         Paragraph (16) hereof, the property of the Landlord and shall remain
         upon and be surrendered with said Leased Premises as a part thereof at
         the end of the term of this Lease.

(18)     FIXTURES AND UNAUTHORIZED USE OF PREMISES:
         ------------------------------------------

         Tenant shall not without Landlord's prior written consent attach any
         fixtures in or to the Leased Premises or change, alter, or make
         additions to the Leased Premises nor permit any annoying sound device,
         install any additional locks, overload any floor, or deface the Leased
         Premises. Any attached fixtures or any alterations, additions, or
         improvements made or attached by Tenant shall on the expiration or
         termination of this Lease, if requested by Landlord, be promptly
         removed at Tenant's expense, and the Leased Premises restored by Tenant
         at its expense to its original condition, ordinary wear and tear
         excepted. Any such fixture, alteration, addition and/or improvement not
         requested to be moved shall remain on the Leased Premises and shall
         become and remain the property of Landlord. All Tenant's fixtures,
         installations, and personal property not removed from the Leased
         Premises upon expiration or termination and not required by Landlord to
         have been removed as provided in this Paragraph shall be conclusively
         presumed to have been abandoned by Tenant, and title thereto shall pass
         to Landlord under this Lease as by a bill of sale.

<PAGE>

(19)     WINDOW COVERINGS AND SIGNAGE:
         -----------------------------

         Tenant shall, at its own expense but subject to Landlord's prior
         written approval, provide mini blinds on all windows in Tenant's office
         area.

         Landlord shall, at Tenant's expense, install signage identifying
         Tenant's occupancy. Signage shall meet Landlord's standard
         specification for Tenant signage, in order to provide harmony of the
         Building as to the exterior and interior appearances and also for
         safety and fire hazard purposes.

         Tenant shall not install signs in the windows of the Leased Premises or
         on any other part of the Building or Developed Parcel without first
         securing Landlord's written consent. Any such signage permitted shall
         meet Landlord's standard specification for Tenant signage. Any signs
         installed by Tenant with Landlord's permission shall be removed by
         Tenant at the expiration of this Lease, at its expense, and the Leased
         Premises shall be restored by Tenant.

(20)     INTERRUPTION OF SERVICE:
         ------------------------

         Landlord does not warrant that any services to be provided by Landlord
         will be free from interruption due to causes beyond Landlord's
         reasonable control. Temporary interruption of services or unavoidable
         delay in the making of repairs shall not be deemed an eviction or
         disturbance of Tenant's use and possession nor render Landlord liable
         to Tenant for damage by abatement of rent or otherwise nor relieve
         Tenant from performance of its obligations under this Lease.

(21)     INDEMNIFICATION:
         ----------------

         Tenant shall pay all loss or damage occasioned by or growing out of the
         use and occupancy of the Leased Premises by Tenant, its agents, and
         employees, and Tenant will indemnify, protect, and save Landlord
         harmless from and against any loss or liability thereby or therefore
         and from and against any expense, cost, and attorney fees incurred in
         connection with any such claim.

(22)     WARRANTY OF QUIET ENJOYMENT:
         ----------------------------

         Tenant, upon paying the rents and keeping and performing the covenants
         of this Lease to be performed by Tenant, shall peacefully and quietly
         hold, occupy, and enjoy said Leased Premises during said term or any
         renewal thereof.

(23)     ASSIGNMENT AND SUBLETTING:
         --------------------------

         Tenant shall not assign, mortgage or encumber this Lease nor sublet or
         permit the Leased Premises or any part thereof to be used by others,
         without the prior written consent of Landlord in each instance. The
         consent by Landlord to an assignment or subletting shall not be
         construed to relieve Tenant from obtaining the consent

<PAGE>

         of the Landlord to any further assignment or subletting. The consent by
         Landlord will not be given unless: a) the subtenant or assignee assumes
         the Tenant's obligations under this Lease; and b) Tenant remains liable
         for all its obligations under this Lease, including extensions or
         renewals provided for herein. Nor will consent be given if Tenant is in
         default under this Lease. Tenant shall notify Landlord of the name of
         each proposed assignee or subtenant and shall provide information to
         Landlord pursuant to the financial standing of the proposed assignee or
         subtenant and shall offer to surrender such space to Landlord.

         Landlord reserves the right to require as additional rent, any
         subtenant or assignee rent which is in excess of the base rent and
         additional rent then being paid by Tenant pursuant to this Lease, and
         any other profit or gain realized by Tenant from such assignment or
         subletting.

         All sums payable hereunder by Tenant shall be paid as additional rent
         upon receipt by Tenant or upon request by Landlord.

(24)     EMINENT DOMAIN:
         ---------------

         Tenant agrees that if the Leased Premises, or any part thereof, shall
         be taken or condemned for public or quasi-public use or purpose by any
         competent authority, Tenant shall have no claim against Landlord and
         shall not have any claim or right to any portion of the amount that may
         be awarded as damages or paid as a result of any such condemnation,
         whether such amount be awarded for diminution in value to the leasehold
         or to the fee. It is agreed that the full amount of such award, if any,
         made by the taking authorities shall be paid to and retained by
         Landlord, free of any claim by Tenant to any portion thereof, and all
         rights of Tenant to damages therefor, if any, are hereby assigned by
         Tenant to Landlord, hi the event that all or substantially all of the
         Leased Premises shall be taken or condemned by any governmental
         authority, then the term of this Lease shall cease and terminate from
         the date on which the Tenant is required, by such taking authority, to
         surrender possession of said Leased Premises and the Tenant shall not
         have nor make any claim against Landlord for the value of any unexpired
         term of this Lease, hi the event that a portion of the Leased Premises
         shall be taken or condemned by any governmental authority, then this
         Lease shall continue in full force and effect, and rent shall abate in
         an amount which bears the same ratio to the annual base rent as the
         value of the floor space taken bears to the value of the total floor
         space of the Leased Premises. All rentals and other sums payable by
         Tenant hereunder shall be adjusted to the date on which Tenant is
         required, by the taking authority, to surrender possession of the
         Leased Premises or portion of the Leased Premises so taken.

(25)     NOTICES:
         --------

         All notices required or permitted to be given to Tenant under this
Lease shall be given to it at 1645 Murfreesboro Pike, Suite J, Nashville, TN
37217. Any such notice to

<PAGE>

Landlord under this Lease shall be given to it at 100 E. RiverCenter Boulevard,
Suite 1100, Covington, Kentucky 41011-1602. All notices shall be in writing and
sent (i) by certified mail, postage prepaid; (ii) by a nationally recognized
overnight courier service; or (iii) by personal delivery.

Notice so mailed shall be effective upon the fifth day after its deposit into
the mails; one day after being sent by overnight courier; and upon receipt if by
personal delivery. Notice given in any other manner shall be effective under
this Paragraph (25) only if and when received by the addressee.

(26)     REDELIVERY OF PREMISES:
         -----------------------
Tenant shall, on the expiration of this Lease, deliver up the Leased Premises in
as good order and condition as it now is or may be put by Landlord, reasonable
use and ordinary wear and tear thereof and damage by fire or other unavoidable
casualty, condemnation or appropriation excepted. Tenant shall promptly
surrender all keys to the Leased Premises to Landlord.

(27)     DEFAULT: REMEDIES UPON DEFAULT:
         -------------------------------

         (a) If any voluntary or involuntary petition in bankruptcy shall be
         filed by or against Tenant, or any voluntary or involuntary proceeding
         in any court shall be instituted to declare Tenant insolvent or unable
         to pay Tenant's debts, or Tenant makes an assignment for the benefit of
         its creditors, or a trustee or receiver is appointed for Tenant or for
         the major part of Tenant's property, then Landlord may forthwith
         terminate this Lease.

         (b) If Tenant defaults in the prompt payment of rent and such default
         shall continue for five days after the due date, or if Tenant defaults
         in the performance or observance of any other provisions of this Lease
         and such other default shall continue for ten days after notice thereof
         shall have been given to Tenant or if Tenant abandons the Leased
         Premises, then Landlord either may terminate Tenant's right to
         possession without terminating this Lease or may terminate this Lease.

         (c) Upon any termination of this Lease or upon any termination of the
         Tenant's right to possession without termination of this Lease, the
         Tenant shall surrender possession and vacate the Leased Premises
         immediately, and Landlord may enter the Leased Premises in such event
         with or without process of law and retake possession of the Leased
         Premises and may expel or remove the Tenant and any others who may be
         occupying or within the Leased Premises and remove all property
         therefrom without relinquishing the Landlord's right to rent or any
         other right given to the Landlord hereunder or by operation of law.

         (d) If the Landlord elects to terminate the Tenant's right to
         possession only without terminating this Lease, the Landlord may, at
         its option, enter into the

<PAGE>

         Leased Premises, remove the Tenant's signs and other evidences of
         tenancy, and take and hold possession thereof as provided in
         Subparagraph (c) without such entry terminating this Lease or releasing
         the Tenant from the Tenant's obligation to pay the rent for the full
         term, and in any such case, the Tenant shall pay forthwith to the
         Landlord a sum equal to the entire amount of the rent specified in
         Paragraphs (8), (9) and (10) of this Lease for the residue of the
         stated term plus any other sums then due hereunder. Upon and after
         entry into possession without termination of this Lease, the Landlord
         may but need not re-let the Leased Premises or any part thereof for the
         account of the Tenant for such rent, for such time and upon such terms
         as the Landlord in its sole discretion shall determine. Landlord shall
         not be required to accept any tenant offered by the Tenant or to
         observe any instructions given by the Tenant about such re-letting. In
         any such case, the Landlord may make repairs, alterations, and
         additions in or to the Leased Premises and redecorate the same to the
         extent deemed by the Landlord necessary or desirable, and the Tenant
         shall, upon demand, pay the cost thereof together with the Landlord's
         expenses of the re-letting. If the consideration collected by the
         Landlord upon any such re-letting for the Tenant's account is not
         sufficient to pay the full amount of unpaid rent reserved in this Lease
         together with cost of repairs, alterations, additions, redecorating and
         the Landlord's expenses, the Tenant shall pay to the Landlord the
         amount of each deficiency upon demand; and if the consideration so
         collected from any such re-letting is more than sufficient to pay the
         full amount of the rent reserved herein, together with the costs and
         expenses of the Landlord, the Landlord at the end of the stated term of
         this Lease shall account for the surplus to the Tenant.

         (e) Any property which may be removed from the Leased Premises by the
         Landlord pursuant to the authority of this Lease or of law to which the
         Tenant is or may be entitled maybe handled, removed, or stored in a
         commercial warehouse or otherwise by the Landlord at the risk, cost,
         and expense of the Tenant. Landlord shall in no event be responsible
         for the value, preservation, or safekeeping thereof. The Tenant shall
         pay to the Landlord, upon demand, all expenses incurred in such removal
         and all storage charges against such property. Any such property of
         Tenant not removed from the Leased Premises or retaken from storage by
         Tenant within thirty (30) days after the end of the term of this Lease,
         however terminated, shall be conclusively deemed to have been forever
         abandoned by Tenant.

         (f) If Tenant violates any of the terms and provisions of this Lease or
         defaults in any of its obligations hereunder other than the payment of
         rent or other sums payable hereunder, such violation may be restrained
         or such obligation enforced by injunction.

         (g) All rights and remedies of Landlord herein enumerated shall be
         cumulative and none shall exclude any other right or remedy allowed by
         law.

         (h) Any costs and expenses incurred by Landlord (including, without
         limitation,

<PAGE>

         reasonable attorney's fees) in enforcing any of its rights or remedies
         under this Lease shall be deemed to be Additional Rental and shall be
         repaid to Landlord by Tenant upon demand.

(28)     HOLDING OVER:
         -------------

         Tenant shall pay Landlord for each month, or part thereof, that Tenant
         retains possession of the Leased Premises or any part thereof after
         termination or expiration of the term of this Lease 150% of the amount
         of the monthly rent then required by the terms hereof and also pay all
         damages sustained by Landlord by reason of such retention; or, if
         Landlord so elects and if Landlord gives notice to Tenant of Landlord's
         election thereof, such holding over shall constitute renewal of this
         Lease for one year, but acceptance by Landlord of rent after such
         termination shall not constitute a renewal nor waive Landlord's right
         of re-entry or any other right.

(29)     RIGHTS RESERVED BY LANDLORD:
         ----------------------------

         Landlord shall have the following rights exercisable without notice and
         without liability to Tenant:

         (a) To change the name or street address of the Building;

         (b) To have pass keys to the Leased Premises;

         (c) To require all persons entering or leaving the Building during such
         hours as Landlord may from time to time reasonably determine to
         identify themselves to a watchman by registration or otherwise, and to
         establish their right to enter or leave, and to exclude or expel any
         peddler, solicitor or beggar at any time from the Developed Parcel or
         the Building;

         (d) To approve the weight, size and location of safes, computers, and
         other heavy articles or equipment in and about the Leased Premises and
         to require all such items and other office furniture and equipment to
         be moved in and out of the Building only at such times and in such
         manner as Landlord shall direct and in all events at Tenant's sole risk
         and responsibility;

         (e) Landlord may, at its expense, relocate the Tenant's Leased Premises
         within the Building in order to facilitate leasing of the Building
         and/or construction and/or alterations of the Building;

         (f) Landlord or its agents shall have the right to enter the Leased
         Premises at reasonable times for the purpose of inspecting the same,
         showing the same to prospective purchasers, lenders, or tenants, making
         such alterations, repairs, improvements or additions to the Leased
         Premises as Landlord may deem necessary or desirable. Landlord may at
         any time place on or about the Leased Premises any ordinary "For Sale"
         signs;

<PAGE>

         (g) Within six (6) months prior to the date of the expiration of this
         Lease, Landlord or its agents shall have the right to enter the Leased
         Premises at all reasonable times for the purpose of exhibiting the
         Leased Premises to prospective tenants.

(30)     BROKER'S COMMISSION:
         --------------------

         Tenant represents that it has dealt directly with (and only with),
         Colliers Turley Martin Tucker as broker in connection with this Lease
         and that no other broker negotiated or participated in the negotiations
         of this Lease or submitted or showed the Leased Premises to it or is
         entitled to any commission in connection therewith. Landlord shall be
         liable for the payment of any commission due to the broker named in
         this Paragraph; however, if there is a violation of the representation
         herein made by Tenant, and any other broker claims a commission from
         Landlord, Tenant shall indemnify and hold the Landlord harmless from
         such claim.

(31)     ESTOPPEL CERTIFICATE:
         ---------------------

         (a) Tenant shall at any time upon not less than ten (10) days prior
         written notice from Landlord execute, acknowledge and deliver to
         Landlord a statement in writing: (i) certifying that this Lease is
         unmodified and in full force and effect (or, if modified, stating the
         nature of such modification and certifying that this Lease as so
         modified, is in full force and effect) and the date to which rent and
         other charges are paid in advance, if any, and (ii) acknowledging that
         there are no uncured defaults on the part of Landlord hereunder, or
         specifying such defaults if any are claimed. Such statement shall be in
         a form as Landlord, purchaser or mortgagee shall require. Any such
         statement may be conclusively relied upon by any prospective purchaser
         or mortgagee of the Leased Premises.

         (b) Tenant's failure to deliver such statement within ten (10) days
         shall be a material default under this Lease or, at Landlord's option,
         Tenant's failure to furnish such statement shall be conclusive upon
         Tenant: (i) that this Lease is in full force and effect, without
         modification except as may be represented by Landlord, (ii) that there
         are no uncured defaults in Landlord's performance, and (iii) that not
         more than one month's rent has been paid in advance or such failure may
         be considered by Landlord as a default by Tenant under this Lease.

         (c) If requested by any purchaser or mortgagee, Landlord shall execute
         such statement on behalf of Tenant as Tenant's attorney-in-fact. Tenant
         does hereby make, constitute and appoint Landlord as Tenant's
         attorney-in-fact and in Tenant's name, place and stead to execute such
         statement in accordance with this Paragraph (31).

<PAGE>

(32)     LANDLORD'S LIABILITY:
         ---------------------

         (a) The term "Landlord" as used herein shall mean only the owner or
         owners at the time in question of the fee title. In the event of any
         transfer of such title, Landlord herein named (and in case of any
         subsequent transfers, then the grantor) shall be relieved from and
         after the date of such transfer of all liability as respects Landlord's
         obligations thereafter to be performed, provided that any funds in the
         hands of Landlord or the then grantor at the time of such transfer, in
         which Tenant has an interest, shall be delivered to the grantee. The
         obligations contained in this Lease to be performed by Landlord shall,
         subject as aforesaid, be binding on Landlord's successors and assigns,
         only during their respective periods of ownership.

         (b) Tenant shall look solely to the estate and property of Landlord in
         the Developed Parcel for the collection of any judgment (or other
         judicial process) requiring the payment of money by Landlord in the
         event of any default or breach by Landlord with respect to any of the
         terms and provisions of this Lease to be kept, observed, and performed
         by Landlord, subject, however, to the prior rights of any mortgagee of
         all or any part of the property; no other assets of Landlord shall be
         subject to levy, execution or other judicial process for the
         satisfaction of Tenant's claim. Nothing in this Lease shall be
         construed in any event whatsoever to impose any personal liability upon
         the trustees, officers or the shareholders of the Landlord, or of the
         general or limited partners comprising the Landlord, as Landlord herein
         or otherwise.

(33)     INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS:
         ----------------------------------------------

         This Lease including any exhibits, schedules or attachments, hereto,
         contains all agreements of the parties with respect to any matter
         mentioned herein. No prior agreement or understanding pertaining to any
         such matter shall be effective. This Lease maybe modified in writing
         only, signed by the parties in interest at the time of the
         modification. Except as otherwise stated in this Lease, Tenant hereby
         acknowledges that neither any cooperating broker on this transaction
         nor the Landlord or any employees or agents of any of said persons has
         made any oral or written warranties or representations to Tenant
         relative to the condition or use by Tenant of said Leased Premises, the
         Building or the Developed Parcel.

(34)     WAIVERS:
         --------

         (a) No waiver by Landlord of any provision hereof shall be deemed a
         waiver of any other provision hereof or of any subsequent breach by
         Tenant of the same or any other provision. Landlord's consent to, or
         approval of, any act shall not be deemed to render unnecessary the
         obtaining of Landlord's consent to or approval of any subsequent act by
         Tenant.


<PAGE>

         (b) The acceptance of rent hereunder by Landlord shall not be a waiver
         of any preceding breach by Tenant of any provision hereof, other than
         the failure of Tenant to pay the particular rent so accepted,
         regardless of Landlord's knowledge of such preceding breach at the time
         of acceptance of such rent.

(35)     SEVERABILITY:
         -------------

         If any provision of this Lease shall at any time be deemed to be
         invalid or illegal by any court of competent jurisdiction, this Lease
         shall not be invalidated thereby; and in such event this Lease shall be
         read and construed as if such invalid or illegal provision had not been
         contained herein.

(36)     RECORDING:
         ----------

         This Lease shall not be placed of record; however, either Landlord or
         Tenant shall, upon request of the other, execute, acknowledge and
         deliver to the other a "short form" memorandum of this Lease for
         recording purposes.

(37)     CUMULATIVE REMEDIES:
         --------------------

         No remedy or election hereunder shall be deemed exclusive but shall,
         wherever possible, be cumulative with all other remedies at law or in
         equity.

(38)     INTEREST ON PAST DUE OBLIGATIONS:
         ---------------------------------

         Any amount owed by Tenant to Landlord which is not paid when due shall
         bear interest at the rate of fifteen percent (15%) per annum from the
         due date of such amount. However, interest shall not be payable on late
         charges to be paid by Tenant under this Lease. The payment of interest
         on such amounts shall not excuse or cure any default by Tenant under
         this Lease. If the interest rate specified in this Lease is higher than
         the rate permitted by law, the interest rate is hereby decreased to the
         maximum legal interest rate permitted by law.

(39)     BINDING EFFECT:
         ---------------

         Subject to any provisions hereof restricting assignment or subletting
         by Tenant, this Lease shall be binding upon and inure to the benefit of
         the parties, their heirs, personal representatives, successors and
         assigns.

(40)     SUBORDINATION:
         --------------

         (a) The Tenant accepts this Lease subject and subordinate to any ground
         lease, mortgage, deed of trust, or any other hypothecation or security
         now or hereafter placed upon the Developed Parcel and to any and all
         advances made on the security thereof and to all renewals,
         modifications, consolidations, replacements and extensions thereof. If
         any mortgagee, shall elect to have this Lease prior to the lien of its
         mortgage, and shall give written notice thereof to

<PAGE>

         Tenant, this Lease shall be deemed prior to such mortgage, whether this
         Lease is dated prior or subsequent to the date of said mortgage, or the
         date of recording thereof.

         (b) Although the provisions of Paragraph (40)(a) shall be self
         operative, Tenant agrees, upon request of Landlord or Landlord's
         lender, to execute any documents required to effectuate any attornment,
         a subordination or to make this Lease prior to the lien of any
         mortgage. Tenant's failure to execute such documents within 10 days
         after written demand shall constitute a material default by Tenant
         hereunder, or, at Landlord's option, Landlord shall execute such
         documents on behalf of Tenant as Tenant's attorney-in-fact.

         (c) Tenant does hereby make, constitute and irrevocably appoint
         Landlord as Tenant's attorney-in-fact and in Tenant's name, place and
         stead, to execute such documents in accordance with this Paragraph
         (40).

(41)     AUTHORITY:
         ----------

         If Tenant is a corporation, trust, general or limited partnership, each
         individual executing this Lease on behalf of such entity represents and
         warrants that he or she is duly authorized to execute and deliver this
         Lease on behalf of said entity and shall, at the execution of this
         Lease, deliver to Landlord evidence of such authority satisfactory to
         Landlord.

(42)     CONFLICT:
         ---------

         Any conflict between the printed provisions of this Lease and the
         typewritten or handwritten provisions shall be controlled by the
         typewritten or handwritten provision (provided each such change is
         initialed by both parties).

(43)     GOVERNING LAW; FORUM:
         ---------------------

         This Lease is made under and is to be governed by the laws of the State
         of Tennessee. Any action arising out of this Lease shall be brought
         only in a court of competent jurisdiction in Davidson County,
         Tennessee.

(44)     MECHANICS' LIEN:
         ----------------

         In the event Tenant performs any alterations in accordance with
         Paragraph 17 of this Lease, Tenant will not cause or permit to stand,
         through any action taken by it, any mechanics', laborer's,
         materialman's or other lien against the Leased Premises or the Building
         or improvement thereon in connection with work of any character
         performed or material furnished to the Leased Premises. Nothing in this
         Lease may be construed as creating an agency relationship between
         Landlord and Tenant for purposes of performing alterations,
         improvements, or repairs. If Tenant in good faith desires to contest
         the validity or amount of any such lien landlord

<PAGE>

         agrees to cooperate in the institution, defense and maintenance of any
         such action or proceeding, provided that Tenant will indemnify and hold
         Landlord harmless for and from any and all expenses, costs and
         liabilities in connection with any such contest. Any such action or
         proceeding may be instituted and maintained by Tenant only if and so
         long as the enforcement of any such lien, by sale or otherwise, will be
         stayed by reason of such action or proceeding or by bond filed or a
         monetary deposit paid into court as a part of such action or
         proceeding. Promptly after the determination of any such contest
         adverse to the Tenant and prior to the enforcement of any such lien,
         Tenant will pay and discharge the amount of any such lien, together
         with any related interest, costs and penalties.

(45)     FINANCIAL STATEMENTS:
         ---------------------

         Within twenty (20) days of written request by Landlord, Tenant will
         provide Landlord with its most recent financial statement, certified to
         be true and correct by either Tenant's chief financial officer or an
         independent certified public accountant; provided, however, Landlord
         may only share such statements with its mortgagee, ground lessor,
         prospective mortgagees and ground lessors, purchasers and partners, and
         attorneys, accountants, and other advisors of Landlord and each of the
         foregoing.

(46)     JOINT VENTURE:
         --------------

         This Lease may not be deemed or construed to create or establish any
         relationship of partnership, agency, or joint venture (or any other
         similar relationship or arrangement) between Landlord and Tenant.

(47)     HAZARDOUS SUBSTANCES:
         ---------------------

         The term "Hazardous Substance" shall be interpreted broadly to include
         those substances defined as a "hazardous substance", "pollutant" or
         "contaminant" pursuant to the Compensation Liability Act, 72 U.S.C.,
         9061 et sec, as amended and regulations thereunder, or any federal,
         state or local regulation or ordinance; and shall also specifically
         include without limitation petroleum and petroleum based derivatives,
         distillates and byproducts, asbestos; and any hazardous waste or other
         similar material.

         Tenant warrants and represents that it shall not use, store, treat,
         accumulate or transport Hazardous Substances at, on, to or from the
         Leased Premises during the Lease Term except de minimus quantities not
         requiring governmental or other permit to be used in the ordinary
         conduct of its business and in a manner that complies with all federal,
         state, and local laws, regulations, and ordinances. Tenant additionally
         warrants and represents that Tenant's occupancy of the Leased Premises
         and its activities thereon shall not cause or result in any release,
         leak, discharge, spill, disposal, or emission of Hazardous Substances
         at, in, on, from or under the Leased Premises during or following the
         Lease Term.

<PAGE>

         Tenant agrees to indemnify and hold Landlord harmless from any and all
         claims, damages, fines, judgements, penalties, costs, liabilities, or
         losses (including, without limitation reasonable sums paid for
         settlement of claims, attorneys fees, consultant and expert fees)
         arising during or after the Lease Term from or in connection with the
         presence of any Hazardous Substances in, on or under the Leased
         Premises during or after the Lease Term where the presence of such
         Hazardous Substances is caused by or arises from Tenant's occupancy of
         the Leased Premises or otherwise from Tenant's activities. Without
         limitation the foregoing, this Indemnification shall include reasonable
         costs incurred due to any investigation of the Leased Premises or any
         clean-up, removal or restoration mandated by a federal, state or local
         agency or political subdivision with respect to any such Hazardous
         Substance present on the Leased Premises during the Lease Term. The
         provisions of this paragraph shall survive the expiration or
         termination of this Lease.

         Landlord warrants and represents that, to the best of its knowledge,
         any use, storage, treatment, accumulation, or transportation of
         Hazardous Substances which has occurred in or on the Developed Parcel
         prior to the date hereof has been in compliance with the applicable
         federal, state, or local laws, regulations, and ordinances. Landlord
         additionally warrants and represents that, to the best of its
         knowledge, no release, leak, discharge, spill, disposal, or emission of
         Hazardous Substances has occurred in, or under the Developed Parcel
         prior to the date hereof.

         Landlord agrees to indemnify and hold the Tenant harmless from any and
         all claims, damages, fines, judgements, penalties, costs, liabilities,
         or losses (including without limitation reasonable sums paid for
         settlement of claims, attorneys' fees, consultant and expert fees)
         arising during or after the Lease Term from or in connection with the
         presence of any Hazardous Substance in, or under the Premises prior to
         the Lease Term. Without limiting the foregoing, this Indemnification
         shall include reasonable cost incurred due to any investigation of the
         Premises or any clean-up, removal or restoration mandated by a federal,
         state or local agency or political subdivision, with respect to any
         Hazardous Substance present on the Premises prior to the Lease Term
         other than such as may be caused by or arise out of Tenant's occupancy
         of the Leased Premises or from Tenant's activities. The provisions of
         this paragraph shall survive the expiration or termination of this
         Lease.

(48)     ADDITIONAL EXHIBITS:
         --------------------

         The following exhibits ,are attached hereto and incorporated into this
         Lease, in addition to previously identified Exhibit "A" (identify
         additional exhibits by letter and title; if none, please so state):

         Exhibit "B" - Developed Parcel
         Exhibit "C" - Alterations and Improvements
         Exhibit "D" - Annual Base Rent
         Exhibit "E"   - Rules and Regulations

<PAGE>

IN WITNESS WHEREOF, Landlord and Tenant have hereunto executed this Lease as of
the day and year first above written.

WITNESSES:                    LANDLORD

                              CORPOREX KEY LIMITED PARTNERSHIP NO.8

                              By: Alpha Property Service Co.,
                              its sole general partner

                              By: /s/ Rebecca Rattenmach
                                  ----------------------------------

WITNESSES:                    TENANT
                              CROSS COUNTRY SEMINARS, INC.

                              By: /s/ Franklin Shaffer
                                  ----------------------------------

<PAGE>


                                   EXHIBIT "B"

                                DEVELOPED PARCEL

The Developed Parcel consists of 10.57 acres of land and contains four one-story
buildings. Off-street parking is provided on the site.









                                                     Initials:
                                                     LANDLORD:  /s/ RR
                                                                ------
                                                     TENANT:  /s/ FS
                                                              ------

<PAGE>


                                   EXHIBIT "C"

                          ALTERATIONS AND IMPROVEMENTS

                                  (WORK LETTER)

No promise of Landlord to alter, remodel, improve, repair, decorate, or clean
the Leased Premises or any part thereof, and no representation respecting the
condition of the Leased Premises, the Building or the Developed Parcel has been
made to Tenant by Landlord except as made herein. In the event Landlord has
agreed or is required to make any alterations or improvements to the Leased
Premises to prepare same for Tenant's occupancy, the same shall be limited to
those alterations and improvements which are enumerated and detailed in this
Workletter.

Landlord shall paint, install new carpet and rubber base, repair the walls,
create a cased opening, replace mini blinds, replace two (2) doors, replace
ceiling tiles as needed, and clean and repair existing HVAC in the 1,864 square
foot suite previously known as Suite K-2. Such repairs are not to exceed
$12,000.00.

* to be adjusted to include repairs in Suite J











                                              Initials:
                                              LANDLORD: /s/ RR
                                                        ------
                                              TENANT:  /s/ FS
                                                       -------

<PAGE>


                                   EXHIBIT "D"

                                ANNUAL BASE RENT

The Annual Base Rent for the initial term of this Lease is as follows:

                      ANNUAL                    MONTHLY
YEAR                  BASE RENT                 BASE RENT                 $PSF
----                  --------------------------------------------------------
Lease Year            $81,630.00                $6,802.50                 $9.00

Lease Year 2          $83,897.52                $6,991.46

Lease Year 3          $86,165.04                $7,180.42

Lease Year 4          $88,432.56                $7,369.38                 $9.75

Notwithstanding Paragraph (7)(c) of this Lease, the following periods are
defined to be the Lease Years.

Lease Year 1             September 1, 2003     through     August 31, 2004
Lease Year 1             September 1, 2004     through     August 31, 2005
Lease Year 1:            September 1, 2005     through     August 31, 2006
Lease Year               September 1, 2006     through     August 31, 2007

In addition to the monthly installments of Annual Base Rent and Additional Rent,
if any, the Tenant agrees to pay to Landlord all applicable sales, use and/or
other taxes (whether Federal, State or local), applicable to this Lease.

                                                     Initials:
                                                     LANDLORD: /s/ RR
                                                               ------
                                                     TENANT: /s/ FS
                                                             ------
<PAGE>


                                   EXHIBIT "E"

                              RULES AND REGULATIONS

Definitions:
------------

         Wherever in these Rules and Regulations the word "Tenant" is used, it
         shall be taken to apply to and include Tenant and its agents,
         employees, invitees, licensees, subtenants, and contractors, and is to
         be deemed of such number and gender as the circumstances require. The
         word "Landlord" shall be taken to include the employees and agents of
         the Landlord.

Construction:
-------------

         The streets, sidewalks, entrances, and other common areas provided by
         Landlord shall not be obstructed by Tenant, or used by it for any other
         purpose than for ingress and egress.

Washrooms:
----------

         Restrooms, water-closets and other water apparatus shall not be used
         for any purpose other than those for which they were constructed.

General Prohibitions and Covenants:
-----------------------------------

         In order to insure proper use and care of the Building, Tenant shall
not:

         (a) Allow any sign, advertisement or notice to be fixed to the
         Building, inside or outside, without Landlord's consent;

         (b) Make improper [noises or disturbances of any kind;

         (c) Mark or defile water-closets, restrooms, walls, windows, doors or
         any other part of the Building;

         (d) Place anything 'on the outside of the Building, including roof
         setbacks, window ledges and other projections;

         (e) Cover or obstruct any window;

         (f) Fasten any article, drill holes, drive nails or screws into the
         Building walls, floors, woodwork, window mullions, or demising
         partitions without Landlord's consent;

         (g) Interfere with the heating or cooling apparatus;

<PAGE>

Rules and Regulations
Page two

         (h) Install any shades, blinds, or awnings without Landlord's consent;

         (i) Install call boxes or any kind of wire in or on the Building
         without Landlord's consent and direction;

         (j) Change the locks of any doors to the Leased Premises without
         furnishing Landlord duplicate keys;

         (k) Give its employees or other persons permission to go upon the roof
         of the Building without Landlord's consent; and no roof or exterior
         wall penetrations shall be made without consent of Landlord;

         (1) Advertise the business, profession or activities of Tenant in any
         manner involving the Building name and address which violates the
         letter or spirit of any code of ethics adopted by any recognized
         association or organization pertaining thereto or use the name of the
         Building for any purpose other than that of the business address of the
         Tenant;

         (m) Carry on or permit to be carried on upon said Leased Premises or
         any part thereof any immoral or illegal business, gambling, the selling
         of pools, lotteries or any business that is prohibited by law;

In addition, Tenant agrees that:

         (a) All entrance doors in the Leased Premises shall be left locked when
         not in use;

         (b) Canvassing, soliciting or peddling in the Building is prohibited
         and Tenant shall cooperate to prevent the same;

         (c) Freight, furniture, business equipment, merchandise and bulky
         matter of any description shall be delivered to and removed from the
         Leased Premises at the sole risk of Tenant.

Business Machines:
------------------

         Business machines and mechanical equipment which cause vibration,
         noise, cold or heat that may be transmitted to the Building structure
         or to any other leased space outside Leased Premises shall be placed
         and maintained by Tenant, at its sole cost and expense, in settings of
         cork, rubber or spring type vibration eliminators or by other methods
         acceptable to Landlord, sufficient to absorb and isolate such
         vibration, noise, cold or heat.

<PAGE>

Rules and Regulations
Page three

Rights Reserved by Landlord:

         Without abatement or diminution in rent, Landlord reserves and shall
have the right:

         (a) To control and operate the public portions of the Building and the
         public facilities, as well as facilities furnished for the common use
         of the tenants, in such manner as it deems best for the benefit of the
         tenants generally. No tenant shall invite to the Leased Premises, or
         permit the visit of, persons in such numbers or under such conditions
         as to interfere with the use and employment of the entrances,
         corridors, elevators and facilities of the Building by other tenants;

         (b) To refuse admission to the Building outside of ordinary business
         hours to any person not known to a watchman (if utilized) or not having
         a pass issued by tenant or not properly identified, and may require all
         persons admitted to or leaving the Building outside of ordinary
         business hours to register;

         (c) To install and maintain a sign or signs on the exterior of the
         Building;

         (d) To approve all sources furnishing Tenant signs;

         (e) To erect, use and maintain pipes and conduits in and through the
         Leased Premises;

         (f) During the last six (6) months of the Lease Term or any part
         thereof, if during or prior to that time Tenant vacates the Leased
         Premises, to decorate, remodel, repair, alter or otherwise prepare the
         Leased Premises for reletting;

         (g) To constantly have pass keys to the Leased Premises;

         (h) To grant to anyone the exclusive right to conduct any particular
         business or undertaking in the Building;

         (i) To exhibit the Leased Premises to others and to display "For Rent"
         signs on the Leased Premises;

         (j) To take any and all measures, including inspections, repairs,
         alterations, additions and improvements to the Leased Premises or to
         the Building as may be necessary or desirable in the operation of the
         Building; and,

<PAGE>

Rules and Regulation;
Page four

         (k) To close or temporarily suspend operation of entrances, doors,
         corridors or other facilities, provided that Landlord shall cause as
         little inconvenience or annoyance to Tenant as it is reasonably
         necessary in the circumstances, and shall not do any act which
         permanently reduces the size of the Leased Premises. Landlord may do
         any such work during ordinary business hours. If such work is done
         during other hours at Tenant's request, Tenant shall pay Landlord for
         overtime and any other expenses incurred.

Landlord may enter upon the Leased Premises and may exercise any or all of the
foregoing rights hereby reserved without being deemed guilty of an eviction or
disturbance of Tenant's use or possession and without being liable in any manner
to Tenant.

Regulation Change:
------------------

Landlord reserves the right to make such other and further reasonable Rules and
Regulations or to rescind, alter or waive any rule or regulation, as in the
judgement of Landlord, may from time to time be needful for the safety,
appearance, care and cleanliness of the Building and for the preservation of
good order therein. Landlord shall not be responsible to Tenant for any
violation of Rules and Regulations by any other Tenants.

                                                       Initials:

                                                       LANDLORD /s/ RR
                                                                ------
                                                       TENANT: /s/ FS
                                                               -------