<PAGE>


                             THE LOS VERDES BUILDING
                          5000 SAWGRASS VILLAGE CIRCLE
                        PONTE VEDRA BEACH, FLORIDA 32082







                                 LEASE AGREEMENT

                                     between

                       PONTE VEDRA MANAGEMENT GROUP, LTD.,
                          a Florida limited partnership

                                       and

                               PLANETRX.COM, INC.


                             Date: December 2, 2002








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                                SUMMARY OF LEASE

THIS DOCUMENT IS MERELY A SUMMARY AND ANY PROVISIONS OF THE LEASE AND OTHER
AGREEMENTS BETWEEN LANDLORD AND TENANT SHALL PREVAIL OVER CONFLICTING PROVISIONS
CONTAINED HEREIN.

(A)      LANDLORD'S
         MAILING ADDRESS:           5000 Sawgrass Village Circle, Suite 28
                                    Ponte Vedra Beach, Florida 32082

(B)      TENANT'S NAME:             PLANETRX.COM, INC.

         MAILING ADDRESS:           5000 Sawgrass Village Circle, Suite 32
                                    Ponte Vedra Beach, Florida 32082

(C)      PREMISES:                  4,348 rentable square feet
                                    within The Los Verdes Building
                                    5000 Sawgrass Village Circle
                                    Ponte Vedra Beach, Florida  32086
                                    Known as Suite No. 32

(D)      TERM:                      Three Years (Thirty-six months)

(E)      COMMENCEMENT DATE:         January 1, 2003

(F)      EXPIRATION DATE:           December 31, 2006

(G)      FIRST YEAR BASE RENT:      $21.90 per rentable square foot per lease
                                    year, payable in monthly installments of
                                    $7,935.10 plus applicable sales taxes
                                    thereon. RENT CONCESSION APPLIES TO MONTH
                                    ONE THROUGH MONTH THREE OF THE INITIAL LEASE
                                    TERM

(H)      SECURITY/DAMAGE DEPOSIT:   $25,233.63 (Refer to Lease Language for
                                    Refund Provision)

(I)      PERMITTED USE:             Office use

(J)      EXHIBITS:                  The following  exhibits attached to this
                                    Lease are hereby incorporated herein and
                                    made a part hereof

                                       SCHEDULE "A"   -Rent Schedule
                                       EXHIBIT "A"    -Premises
                                       EXHIBIT "B"    -Estoppel Certificate
                                       EXHIBIT "C"    -Rules and Regulations
                                       EXHIBIT "D"    -Approved Floor Plan
                                       EXHIBIT "E"    -Tenant Improvement
                                                       Specifications
                                       EXHIBIT "F"    -Cubicles/Modular
                                                       Workstations

Please make all checks payable to: PONTE VEDRA MANAGEMENT GROUP, LTD. and
mail/deliver to 5000 Sawgrass Village Circle, Suite 28, Ponte Vedra Beach,
Florida 32082.

PLEASE INCLUDE PONTE VEDRA MANAGEMENT GROUP, LTD. AS AN ADDITIONAL INSURED ON
ALL INSURANCE POLICIES.



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                                 LEASE AGREEMENT


THIS LEASE AGREEMENT (hereinafter referred to as the "Lease") is made and
entered into the 2nd day of December, 2002 by and between PONTE VEDRA MANAGEMENT
GROUP, LTD., a Florida limited partnership (hereinafter referred to as
"Landlord") and PLANETRX.COM, INC., a Delaware Corporation (hereinafter referred
to as "Tenant").

WITNESSETH:

THAT LANDLORD, in consideration of the rents and agreements hereafter promised
and agreed by Tenant to be paid and performed, does hereby lease to Tenant, and
Tenant does hereby lease from Landlord, the Premises described herein, subject
to the following terms.

1                 ARTICLE: DESCRIPTION OF PROPERTY; TERM

1.1   SECTION.          DESCRIPTION OF PROPERTY. Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord that certain space located on the
3rd floor in the Building known as the Los Verdes Building located at 5000
Sawgrass Village Circle, Ponte Vedra Beach, Florida (the "Building") and
designated as Suite 32 (the "Premises"). A depiction of the Premises is attached
hereto as EXHIBIT "A". The total square footage of the Premises is 4,348
rentable square feet, which amount includes tenant's prorata share of common
areas and shall be deemed to be the size of the Premises for all purposes.
During the Term, Tenant shall have the right to use in common with other tenants
of the Building, their invitees, customers and employees, the lobby areas,
stairways, elevators, hallways, lavatories and all other parts of the Building
designated by Landlord as common areas together with the parking areas
appurtenant to the Building. All of the land and real property underlying the
Building or adjacent thereto, with all improvements thereto including the
Building, and used in connection with the operation of the Building, together
with the parking areas appurtenant to the Building, shall be referred to herein
as the "Property".

1.2   SECTION.          TERM. Commencing on the Rent Commencement Date Tenant
shall have and hold the Premises for a term of Thirty-six (36) months
(hereinafter referred to as the "Term" or "Lease Term"), commencing upon
substantial completion of the Premises, as hereinafter provided (the
"Commencement Date") which is estimated to be January 1, 2003 and expiring on
December 31, 2006 (the "Expiration Date"). In the event the Rent Commencement
Date occurs on a day other than the first day of a calendar month, the first
Base Rent and Additional Rent (hereinafter defined) payment shall be in the
amount of the Base Rent and Additional Rent for the next full calendar month
plus the prorated Base Rent and Additional Rent for the calendar month in which
the Term of this Lease commences, such payment to be due on the Commencement
Date.

2                 ARTICLE: BASE RENT

2.1   SECTION.          BASE RENT; LATE CHARGE; SALES TAX. Tenant agrees to pay
Landlord base rent as per SCHEDULE "A" of this agreement. Monthly installments
are due on or before the first day of each and every month during the first year
of the Lease Term. In addition, Tenant agrees to pay Additional Rent (hereafter
defined) as provided in Article 3 below (the Base Rent and Additional Rent shall
be considered Rent as that term is used in Florida Statute Chapter 83 and shall
sometimes be collectively referred to as the "Rent"). The Rent shall be paid by
Tenant without demand, offset or deduction. In the event any monthly installment
of Rent payment is not paid in full on or before the fifth day of each calendar
month, in addition to any other remedies Landlord may have under this Lease, at
law or in equity, Tenant agrees to pay a late charge equal to five percent (5%)
of the delinquent amount, monthly. Tenant further agrees that the late charge
assessed pursuant to this Lease is not interest, and the late charge assessed
does not constitute a lender or borrower/creditor relationship between Landlord
and Tenant, and may be treated by Landlord as Additional Rent owed by Tenant.
Tenant shall pay to Landlord all sales, use or other taxes (other than income or
franchise taxes applicable to the Landlord or the Landlord's operation)
pertaining to the Rent which shall be remitted by Landlord to the Florida
Department of Revenue or other appropriate taxing authority.

2.2   SECTION.          BASE RENT ADJUSTMENT. Commencing on the first
anniversary of the Rent Commencement Date (provided such anniversary date falls
on the first day of the month, otherwise on the first day of the following
month) and each and every annual anniversary thereafter (each a "Lease Year"),
the Base Rent shall increase on an annual basis by 3%.



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2.2.1        the first day of each Lease Year following the first Lease Year
shall be the "Adjustment Date"

2.2.2        Following adjustment in accordance with the provisions hereof, the
phrase "Base Rent" as used in this Lease shall refer to the Base Rent as
adjusted in accordance with this Section throughout the term of this Lease.

2.2.3        Except as specifically set forth herein with regard to casualty or
condemnation, in no event shall that Adjusted Base Rent for any Lease Year be
less than the Base Rent (as may have theretofore been adjusted) for any prior
Lease Year.

2.3   SECTION.          PLACE OF PAYMENT. All payments of Rent shall be payable
to Landlord, 5000 Sawgrass Village Circle, Suite 28, Ponte Vedra Beach, Florida
32082, or at such other place as Landlord may, from time to time, designate in
writing to Tenant. All Rent shall be payable in current legal tender of the
United States, as the same is then by law constituted. Any extension,
indulgence, or waiver granted or permitted by Landlord in the time, manner or
mode of payment of Rent, upon any one (1) or more occasions, shall not be
construed as a continuing extension, indulgence or waiver by Landlord.

3            ARTICLE: ADDITIONAL RENT

3.1   SECTION.          ADDITIONAL RENT. Tenant, on the first day of each month
during the Term, shall pay to Landlord, as Additional Rent, without demand,
offset or deduction, an amount equal to 1/12 of Tenant's Proportionate Share of
the Estimated Operating Expenses in excess of $7.80 per rentable square foot, as
calculated by Landlord (prorated for any partial month). For purposes of
calculating Additional Rent, the following terms shall have the meanings set
forth below:

3.1.1        OPERATING EXPENSES. All expenses relating to the operation and
maintenance of the Property, including without limitation the following:

(a)                     wages and salaries of all persons engaged in the
                        maintenance and operation of the Property, including
                        social security taxes and all other taxes which may
                        be levied against Landlord;

(b)                     medical and general benefits for all Building employees,
                        pension payments and other fringe benefits;

(c)                     administrative expenses and charges;

(d)                     all insurance premiums, including any insurance premiums
                        for Landlord's insurance;

(e)                     stand-by sprinkler charges, water charges and sewer
                        charges;

(f)                     electricity and fuel used in the heating, ventilation,
                        air-conditioning, lighting and all other operations of
                        the Property;

(g)                     trash removal and recycling expenses;

(h)                     painting of all common areas within the Property,
                        including painting, striping and the provision of
                        signage on all pavement curbs, walkways, driveways and
                        parking areas;

(i)                     window cleaning, janitorial services and related
                        equipment and supplies;

(j)                     management fees incurred in the operation of the
                        Property;

(k)                     cleaning, maintenance and repair of the Property;

(l)                     maintenance and service contracts;

(m)                     tools, equipment and supplies necessary for the
                        performance of repairs and maintenance (which are not
                        required to be capitalized for federal income tax
                        purposes);

(n)                     maintenance and repair of all mechanical, electrical and
                        intrabuilding network cabling equipment in or upon the
                        Property;



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(o)                     cleaning, maintenance and repair of elevators,
                        restrooms, lobbies, hallways and other common areas of
                        the Building;

(p)                     cleaning, maintenance and repair of pavement, curbs,
                        walkways, lighting facilities, landscaping, driveways,
                        parking areas and drainage areas upon and adjacent to
                        the Property;

(q)                     real estate taxes assessed against the Property. The
                        term "real estate taxes" shall mean any tax or
                        assessment levied, assessed or imposed at any time by
                        any governmental authority upon or against the Property
                        or any part thereof, any tax or assessment levied, or
                        any franchise, income, profit or other tax or
                        governmental imposition levied, assessed or imposed
                        against or upon Landlord in substitution in whole or in
                        part for any tax or assessment against or upon the
                        Property or any part thereof;

(r)                     assessments for public improvements imposed against the
                        Property;

(s)                     all other costs and expenses which would be considered
                        as an expense of cleaning, maintaining, operating or
                        repairing the Property;

(t)                     a reasonable amortization cost due to any capital
                        expenditures incurred to reduce or limit operating
                        expenses of the Property;

(u)                     the amortized portion of any cost or expense for any
                        capital expenditure which may be required by
                        governmental authority for any reason, or which may be
                        required by Landlord's insurance carrier;

(v)                     any and all costs associated with providing and
                        maintaining security for the Property, including any
                        security systems and security personnel; and

(w)                     any and all costs associated with any governmental
                        taxes, levies or impositions arising after the execution
                        of this Lease.; and

3.1.2        Operating Expenses shall not include costs and expenses which are:

(a)                     charged to or chargeable to a particular tenant or
                        tenants of the Building;

(b)                     charged to or chargeable to tenants of any other
                        Building owned by Landlord or managed in common with the
                        Project;

(c)                     covered by any insurance (except to the extent of any
                        deductible paid by Landlord) or not actually paid by or
                        on behalf of Landlord;

(d)                     rent abatement, rent allowances, tenant improvements,
                        collection expenses for delinquent amounts, advertising
                        expenses for the Project, rent inducements, leasing or
                        brokerage commissions or similar leasing expenses;

(e)                     the costs of any repairs or replacements, which by sound
                        accounting practices, should be capitalized. In this
                        connection, the good faith decision of Landlord's
                        accountants made in conformity with generally accepted
                        accounting practices, historically applied, shall be
                        final.

(f)                     for those costs and expenses (a) shared among or
                        attributable to property other than the Building and/or
                        (b) for Common Areas used in common with other buildings
                        in the Project; with any other building owned by
                        Landlord or any other building managed in common with
                        the Project to the extent the same exceed the fair
                        apportionment of such costs and expenses to the Building

3.1.3        Tenant shall pay the full cost of any items exclusively provided to
Tenant and/or the Premises.


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 3.1.4       TENANT'S  PROPORTIONATE  SHARE. A fraction having as a numerator
the total rentable square footage of the Premises as set forth in Section 3.1
above and a denominator of the total rentable square footage in the Building,
to-wit: 33,292 rentable square feet. Thus, Tenant's proportionate share under
this Lease shall be 13.06%

 3.2  SECTION.          ESTIMATED OPERATING EXPENSES. On or near the beginning
of each calendar year of the term, Landlord shall furnish to Tenant a budget
setting forth Landlord's estimate of Operating Expenses for the subject calendar
year ("Estimated Operating Expenses"). If there shall be any increase in the
Operating Expenses for any calendar year, Landlord shall furnish to Tenant a
revised budget and the Estimated Operating Expenses shall be adjusted and paid
or credited, as the case may be. If a calendar year ends after the expiration or
termination of this Lease, the Additional Rent payable hereunder shall be
prorated to correspond to that portion of the calendar year occurring within the
Term.

3.3   SECTION.          RECONCILIATION OF OPERATING EXPENSES. After the end of
each calendar year, Landlord shall furnish to Tenant a statement showing the
Operating Expenses incurred for the preceding calendar year. Tenant shall either
receive a refund or be assessed an additional sum based upon the difference
between, i) payments made by Tenant pursuant to section 3.1, and ii) Tenant's
Proportionate Share (as defined in section 3.1.4.) of the Operating Expenses in
excess of $7.80 per rentable square foot. Any additional sum owed by Tenant to
Landlord shall be paid within ten (10) days of receipt of assessment. Any refund
owed by Landlord to Tenant shall be credited toward Tenant's next month's rental
payment. Each operating statement given by Landlord shall be conclusive and
binding upon Tenant unless, within thirty (30) days after Tenant's receipt
thereof, Tenant shall notify Landlord that it disputes the accuracy of said
operating statement. In such case, Tenant shall have the right, at its expense
to audit said statement. Failure of Landlord to submit the written statement
referred to herein shall not waive any rights of Landlord, unless such statement
is not submitted within one year from the end of the prior calendar year.

4                 ARTICLE: SECURITY/DAMAGE DEPOSIT

4.1   SECTION.          SECURITY/DAMAGE DEPOSIT. Upon the Effective Date of this
Lease, Tenant shall pay the sum of $25,233.63 to Landlord, which shall be held
by Landlord as security for the performance by Tenant of all of the terms,
covenants and conditions of the Lease. $8,411.21 shall be refunded to Tenant at
the end of month 12 and month 24 of the Lease Term, assuming satisfactory
compliance with tall terms and obligations as per this Lease Agreement. It is
expressly understood that such deposit shall not be considered an advance
payment of Rent or a measure of Landlord's damages in the event of default by
Tenant. Landlord shall have the right to apply all or any part of the security
deposit against any damage, injury, expense or liability incurred by Landlord as
a result of Tenant's default, including, but not limited to: (a) unreasonable
wear and tear of the Premises; (b) loss or damage to the Premises or other
property of the Landlord caused by Tenant, Tenant's officers, employees, agents
invitee, or licensees; (c) the cost of restoring the Premises, except for
reasonable wear and tear, to the same condition it was in at the time Tenant
took occupancy thereof; and (d) Rent payments which remain due and owing beyond
any applicable grace period. Landlord shall not be limited in pursuing
Landlord's remedies against Tenant for costs, losses or damages to the Premises
or to any other property of Landlord for any such costs, losses or damages which
are in excess of the above described security deposit. Such money shall bear no
interest and may be commingled with other security deposits or funds of
Landlord.

5                 ARTICLE: USE OF PREMISES

5.1   SECTION.          USE OF PREMISES. Tenant shall use the Premises for
general office use only and no other purpose without first obtaining the written
consent of Landlord. Tenant will not use or permit the use of the Premises or
any part thereof for any unlawful purpose, or in violation of any ordinances,
laws, rules or regulations of any governmental body or of Landlord's Rules and
Regulations as provided for in EXHIBIT "C" to this Lease. Landlord may make
reasonable revisions to the Rules and Regulations from time to time as it deems
to be in the best interests of the Building and its tenants. Tenant shall not do
or permit any act which would constitute a public or private nuisance or waste
or which would be a nuisance or annoyance or cause damage to Landlord or
Landlord's other tenants or which would invalidate any policies of insurance or
increase the premiums thereof now or hereafter written on the Building and/or
Premises.


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6                 ARTICLE: PARKING

6.1   SECTION.          PARKING. There shall be available at the Property on a
first come first served basis, parking free of charge, for the non-exclusive use
of Tenant, NOT TO EXCEED A MAXIMUM OF SIXTEEN (16) SPACES. LANDLORD SHALL
ENFORCE THIS CAP.

7                 ARTICLE: COMPLETION OF PREMISES

7.1   SECTION.          LEASEHOLD IMPROVEMENTS. See Exhibit "E."


7.2   SECTION.          COMPLETION BY LANDLORD; COMMENCEMENT DATE. See
Exhibit "E".

7.3   SECTION.          DELAY BY TENANT. Based upon the Approved Floor Plan,
Landlord shall prepare and deliver to Tenant, the time frame for completion of
Landlord's Work and Tenant's Work (the "Critical Path"). If substantial
completion of the Premises by Landlord is delayed due to any one or more of the
following:

7.3.1        Tenant's failure to furnish, approve, or authorize any plans beyond
the time period provided in the Critical Path to be provided or other time
period/limits set forth herein;

7.3.2        Tenant's delay or failure in submitting to Landlord any
information, authorization, or approvals in compliance within the time limits
set forth in the Critical Path, including, without limitation, any information
required to prepare plans;

7.3.3        changes in or additions to plans as requested by Tenant resulting
in a delay beyond the dates set forth in the Critical Path;

7.3.4        the performance or completion of any work in the Premises by Tenant
or any person, firm or corporation employed by Tenant;

7.3.5        Tenant's request for materials, components, finishes or
improvements which are not available in a commercially reasonable time given the
anticipated date of substantial completion of the Premises by Landlord as set
forth herein;

7.3.6        Tenant's failure to pay, when due, any amounts required to be paid
by Tenant pursuant to this Lease;

7.3.7        Tenant's failure to comply with all federal, state, or local laws
or regulations, including, without limitation, all codes and ordinances;

7.3.8        Tenant's request for additional bidding or rebidding of the cost of
all or a portion of the completion of the Premises beyond the dates set forth in
the Critical Path;

7.3.9        changes or postponements requested by Tenant to the work being
completed;

7.3.10       any error in plans or other documents caused by Tenant, or its
employees or agents; and

7.3.11       any other act or omission of Tenant, or its employees or agents
which, will result in delays beyond the dates set forth in the Critical Path;

then the Premises shall be deemed ready for occupancy on the date it would have
been ready, but for such delay, and Rent shall commence as of such earlier date.
Any changes to floor plans after Landlord and Tenant have agreed to the Approved
Floor Plan shall be subject to Landlord's approval, and furthermore, Tenant
shall pay for any additional costs that may be incurred by Landlord which are
caused by the changes so requested by Tenant.

7.4   SECTION.          ACCEPTANCE OF PREMISES. Tenant acknowledges that
Landlord has not made any representations or warranties with respect to the
condition of the Premises. The taking of possession of the Premises by Tenant
shall be conclusive evidence that the Premises were in good and satisfactory
condition at the time such possession was taken, except for the minor
insubstantial details of which Tenant gives Landlord notice within thirty (30)
days after the Commencement Date. If Landlord shall give Tenant permission to
enter into possession of the Premises prior to the Commencement Date, such
possession or occupancy shall be deemed to be upon all the terms, covenants,
conditions, and provisions of this Lease, including the execution of the
Estoppel Certificates.


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To Landlord's knowledge, without the duty of an independent investigation, the
Premises and Building are in compliance with all applicable codes, laws, and
regulations as of the date of this Lease Agreement.

8                 ARTICLE: LANDLORD AND TENANT OBLIGATIONS

8.1   SECTION.          LANDLORD REPAIRS. Landlord will not be required to make
any improvements, replacements or repairs of any kind or character to the
Premises during the term of this Lease, except as are set forth in this Section.
Landlord will maintain only the roof, foundation, parking and Common Areas, the
structural soundness of the exterior walls and air conditioning and heating
equipment, mechanical doors and other mechanical equipment serving the
Building(s) generally. Landlord's cost of maintaining the items set forth in
this Section is subject to the Additional Rent provisions above. Landlord will
not be liable to Tenant, except as expressly provided in this Lease, for any
damage or inconvenience, and Tenant will not be entitled to any damages nor to
any abatement or reduction of Rent by reason of any repair, alterations or
additions made by Landlord under this Lease.

8.2   SECTION.          TENANT REPAIRS. Tenant will, at its direct expense,
maintain the Premises in a first class condition (except for those items listed
under Section 8.1 above). Without limiting the generality of the foregoing,
Tenant will maintain and keep in good repair (including replacement when
necessary):

8.2.1        the interior of the Premises, including walls, floors and ceilings.

8.2.2        all windows and interior doors, including frames, glass, molding
and hardware;

8.2.3        all wires and plumbing within the Premises which service the
Premises (as distinguished from those serving the Building(s) generally);

8.2.4        all signs, air conditioning and heating equipment (see attached
Rules and Regulations for service requirements), mechanical doors and other
mechanical equipment situated on or in the Premises or serving the Premises (as
distinguished from those serving the Building(s) generally); and

8.2.5        those utility facilities installed by or at the request of Tenant
not common to the rest of the Building.

Tenant will further make all other repairs to the Premises made necessary by
Tenant's failure to comply with its obligations under this Section. All fixtures
installed by Tenant will be new or will have been completely and recently
reconditioned.

8.3   SECTION.          REQUEST FOR REPAIRS. All requests for repairs or
maintenance to Landlord pursuant to Section 8.1 above must be made in writing to
Landlord.

8.4   SECTION.          TENANT DAMAGES. Tenant will not allow any damage to
occur on any portion of the Premises, and at the termination of this Lease, by
lapse of time or otherwise, Tenant will deliver the Premises to Landlord in as
good condition as existed at the Commencement Date of this Lease, ordinary wear
and tear excepted. The cost and expense of any repairs necessary to restore the
condition of the Premises will be borne by Tenant.

8.5   SECTION.          FLOOR LOADS; NOISE AND VIBRATION. Tenant shall not place
a load upon any floor of the Premises which exceeds the load per square foot
which such floor was designed to carry or which is allowed by law. Business
machines and mechanical equipment belonging to Tenant which cause noise,
electrical interference or vibration that may be transmitted to the structure of
the Building or to the Premises to such a degree as to be objectionable to
Landlord shall, at Tenant's expense, be placed and maintained by Tenant in
settings of cork, rubber, or spring-type vibration eliminators sufficient to
eliminate such noise, electrical interference or vibration.

8.6   SECTION.          SERVICES. Landlord shall furnish to the Premises
reasonable quantities of heat, ventilation and air conditioning ("HVAC"),
electricity, elevator service and water at all times during the Term from 7:30
a.m. to 6 p.m. on weekdays and 7:30 a.m. to 12:00 noon on Saturdays. On Sundays,
New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day such service shall not be provided by Landlord. Landlord will
provide after-hour HVAC service upon reasonable advance request and Tenant will
be charged an hourly rate of $25.00 per hour, subject to increase based upon
increases in the utility provider's charge per kilowatt hour for electrical
service that takes place subsequent to execution of this Lease. Electricity,
water and elevator service will be provided at all times, subject to matters
beyond the reasonable control of Landlord.


                                       8
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      Tenant shall not without Landlord's prior written consent in each
instance, connect any fixtures, appliances or equipment to the Building's
electrical system which would materially, in Landlord's reasonable opinion,
increase Tenant's electrical consumption. Should Landlord grant such consent,
all additional risers or other equipment required shall be provided by Landlord
and the cost thereof shall be paid by Tenant within 10 days after being billed
therefore. As a condition to granting such consent, Landlord may require Tenant
to agree to pay, as Additional Rent, an amount adequate to compensate for the
additional electrical energy to be made available to Tenant based upon the
estimated additional capacity of such additional risers or other equipment, as
determined by Landlord from time to time.

8.7   SECTION.          JANITORIAL SERVICES. Landlord shall cause the Premises,
including the exterior and interior of the windows thereof, to be cleaned in a
manner standard to the Building. Landlord shall provide such janitorial service
five (5) days per week, which would include a minimum of custodial service
(trash removal, floor cleaning, dusting and lavatory cleaning and sanitation).
As an incidence of Additional Rent, Tenant shall pay to Landlord on demand, the
additional cost incurred by Landlord for: (a) extra cleaning work in the
Premises required because of (i) misuse or neglect on the part of Tenant or
subtenants or its employees or visitors; (ii) the use of portions of the
Premises for purposes requiring greater or more difficult cleaning work than
normal office areas; (iii) interior glass partitions or unusual quantity of
interior glass surfaces, and (iv) non-building standard materials or finishes
installed by Tenant or at its request; (b) removal from the Premises and the
Building of any refuse and rubbish of Tenant in excess of that ordinarily
accumulated in business office occupancy or at times other than Landlord's
standard cleaning times; and (c) the use of the Premises by Tenant other than
during business hours on business days.

8.8   SECTION.          TELEPHONE AND CABLE. Tenant shall be solely responsible
for all telephone, television, cable and other communication expenses incurred
in connection with Tenant's use of the Premises. Landlord shall provide base
telephone services to the Building.

9                 ARTICLE: LANDLORD'S AND TENANT'S PROPERTY

9.1   SECTION.          LANDLORD'S PROPERTY. All fixtures, equipment,
improvements and appurtenances attached to or built into the Premises at the
commencement of, or during the Term of this Lease, including carpeting or other
similar personal property, whether or not by or at the expense of Tenant, shall
be and remain a part of the Premises, and shall be deemed the property of
Landlord ("Landlord's Property") and shall not be removed by Tenant except as
set forth herein.

9.2   SECTION.          TENANT'S PROPERTY. All business and trade fixtures,
machinery and equipment, communications equipment and office equipment, whether
or not attached to or built into the Premises, which are installed in the
Premises by or for the account of Tenant without expense to Landlord and which
can be removed without damage to the Premises or any structural damage to the
Building, and all furniture, furnishings and other articles of moveable personal
property owned by Tenant and located in the Premises (hereinafter collectively
referred to as "Tenant's Property") shall remain the property of Tenant and may
be removed by Tenant at any time during the Term of this Lease. In the event
Tenant's Property is so removed, Tenant shall repair or pay the cost of
repairing any damage to the Premises or to the Building resulting from the
installation and/or removal thereof and restore the Premises to the same
physical condition and layout as they existed at the time Tenant was given
possession of the Premises. Any equipment or other property for which Landlord
shall have granted any allowance or credit to Tenant shall not be deemed to have
been installed by or for the account of Tenant without expense to Landlord,
shall not be considered Tenant's Property and shall be deemed the property of
Landlord.



                                       9
<PAGE>


9.3   SECTION.          REMOVAL OF TENANT'S PROPERTY. At or before the
Expiration Date of this Lease, or within five (5) days after any earlier
termination hereof, Tenant, at its expense, shall remove from the Premises all
of Tenant's Property (except such items thereof as Landlord shall have expressly
permitted to remain, which property shall become the property of Landlord), and
Tenant shall repair any damage to the Premises or the Building resulting from
any installation and/or removal of Tenant's Property, and shall restore the
Premises to the same physical condition and layout as they existed at the time
Tenant was given possession of the Premises, reasonable wear and tear excepted.
Any other items of Tenant's Property which shall remain in the Premises after
the Expiration Date of this Lease, or after a period of five (5) days following
an earlier termination date, may, at the option of Landlord, be deemed to have
been abandoned, and in such case, such items may be retained by, or otherwise
disposed of by Landlord. Landlord may request Tenant to remove and pay to
Landlord the cost of repairing any damage to the Premises or the Building
resulting from any installation and/or removal of Tenant's Property and the cost
of restoring the Premises to the same physical condition and layout as they
existed at the time Tenant was given possession of the Premises, reasonable wear
and tear excepted.

10                ARTICLE: INSURANCE

10.1  SECTION.          TENANT'S INSURANCE.

10.1.1       Tenant shall, at its cost and expense, obtain and maintain at all
times during the Term, for the protection of Landlord and Tenant, public
liability insurance (comprehensive general liability or commercial general
liability) including contractual liability insurance, with a combined personal
injury and property damage limit of not less than Two Million Dollars
($2,000,000.00) (combined single limit), insuring against all liability of
Tenant and its representatives arising out of and in connection with Tenant's
use or occupancy of the Property. Landlord and Landlord's Superior Mortgagee (as
their interest shall appear) shall be named as additional insured.

10.1.2       Tenant shall, at its cost and expense, obtain and maintain at all
times during the Term, fire and extended coverage insurance on the Premises and
its contents, including any leasehold improvements made by Tenant in an amount
sufficient so that no co-insurance penalty shall be invoked in case of loss.

10.1.3       Tenant shall increase its insurance coverage, as required, but not
more frequently than each calendar year if, in the reasonable opinion of
Landlord or any mortgagee of Landlord, the amount of public liability and/or
property damage insurance coverage at that time is not adequate.

10.2  SECTION.          LANDLORD'S INSURANCE. Landlord, at its expense, shall
maintain in force during the Term:

10.2.1       comprehensive general public liability insurance, which shall
include coverage for personal liability, contractual liability, Landlord's legal
liability, bodily injury (including death) and property damage, all on an
occurrence basis with respect to the Property with coverage for any one
occurrence or claim of not less than Two Million Dollars ($2,000,000) (combined
single limit) or such higher amount as the Superior Mortgagee may from time to
time require, with Tenant being named as an additional insured; and

10.2.2       fire and extended coverage insurance, with an agreed amount
endorsement and for the full replacement value of the Building for the
replacement value of the leasehold improvement to the Premises made by Landlord
(whether or not reimbursed by Tenant).

10.3  SECTION.          INSURANCE CRITERIA. All insurance required under this
Lease shall be issued by insurance companies licensed to do business in the
jurisdiction where the Property is located. Such companies shall have a
policyholder rating of at least "A" and be assigned a financial size category of
at least "Class X" as rated in the most recent edition of "Best's Key Rating
Guide" for insurance companies. Each policy shall contain an endorsement
requiring thirty (30) days written notice from the insurance company to Landlord
before cancellation or any change in the coverage, scope or amount of any
policy. Each policy, or a certificate showing it is in effect, together with
evidence of payment of premiums, shall be deposited with Landlord on or before
the Commencement Date, and renewal certificates or copies of renewal policies
shall be delivered to Landlord at least thirty (30) days prior to the expiration
date of any policy.


                                       10
<PAGE>


10.4  SECTION.          EVIDENCE OF INSURANCE. Prior to the Commencement Date
and upon each renewal of its insurance policies, each party shall give
certificates of insurance to the other party. The certificate shall specify
amounts, types of coverage and the waiver of subrogation. The policies shall be
renewed or replaced and maintained by the party responsible for that policy. If
either party fails to give the required certificate within thirty (30) days
after written notice of demand for it, the other party may obtain and pay for
that insurance and receive reimbursement from the party required to have
insurance, plus interest on the amounts advanced at 18% simple interest per
annum.

10.5  SECTION.          INSURANCE RISK INCREASES. If any of Landlord's insurance
policies shall be canceled or cancellation shall be threatened or the coverage
thereunder reduced or threatened to be reduced in any way because of the use of
the Premises or any part thereof by Tenant or any assignee or subtenant of
Tenant or by anyone Tenant permits on the Premises where such usage is for other
than general office use and would, in the underwriter's reasonable opinion,
increase the risk of fire or other casualty, and if Tenant fails to remedy the
condition within a reasonable time after notice thereof, Landlord may at its
option, either terminate this Lease (but only after written notice) or enter
upon the Premises and attempt to remedy such condition, and Tenant shall
promptly pay the cost thereof to Landlord. Landlord shall not be liable for any
damage or injury caused to any property of Tenant or of others located on the
Premises from such entry.

10.6  SECTION.          WAIVER OF SUBROGATION. All policies covering real or
personal property which either party obtains affecting the Property shall
include a clause or endorsement denying the insurer any rights of subrogation or
recovery against the other party to the extent rights have been waived by the
insured before the occurrence of injury or loss. Landlord and Tenant hereby
waive any rights of subrogation or recovery against the other for damage or loss
to their respective property due to hazards covered or which should be covered
by policies of insurance obtained or which should be or have been obtained
pursuant to this Lease, to the extent of the injury or loss covered thereby
assuming that any deductible shall be deemed to be insurance coverage.

10.7  SECTION.          DESTRUCTION OF THE PREMISES OR BUILDING. If, during the
Term hereof, the Premises are damaged by reason of fire or other casualty,
Tenant shall give immediate notice thereof to Landlord. Subject to the prior
rights of any mortgagee, Landlord shall restore the Premises to substantially
the same condition they were in immediately before said destruction. Landlord
shall provide its opinion within sixty (60) days of the casualty. If, in
Landlord's reasonable opinion, the restoration can be accomplished within 270
calendar days after the date Landlord receives notice of the destruction, such
destruction shall not result in a termination of this Lease. If, in Landlord's
reasonable opinion, the restoration cannot be performed within the time stated
in this Section , then within thirty (30) days after the determination or the
date the determination was due that the restoration cannot be completed within
said time, Landlord or Tenant may terminate this Lease upon thirty (30) days
notice to the other party. If Landlord fails to terminate this Lease and
restoration is permitted under existing laws, Landlord shall restore the
Premises within a reasonable period of time not exceeding 270 calendar days from
the date of the casualty, and this Lease shall continue in full force and
effect. Rent shall be abated during the period in which the Premises (or portion
thereof on a prorated basis) are rendered untenantable as a result of such
damage, unless said damage was caused by the negligence or intentional wrongful
act of Tenant or its officers, employees, agents or invitees. Should Landlord
elect to terminate this Lease, the entire insurance proceeds shall be and remain
the outright property of Landlord, subject to the prior rights of any mortgagee
and except any proceeds received for Tenant's Property, or proceeds received
from Tenant's business interruption insurance, if any.

         In the event that the Building has been damaged or destroyed by fire or
other casualty to the extent that the cost of restoration of the Building will
exceed a sum constituting fifty percent (50%) of the total replacement cost
thereof, Landlord shall have the right to terminate this Lease provided that
notice thereof is given to Tenant not later than sixty (60) days after such
damage or destruction and Landlord elects not to restore the Building and
terminates all other leases for space in the Building.

11                ARTICLE: ALTERATIONS AND MECHANIC'S LIENS

11.1  SECTION.          ALTERATIONS BY TENANT. No alterations shall be made by
Tenant after completion of Tenant Improvements unless the conditions listed
below are met. As used herein, the alterations shall not include revisions,
restorations or repairs which are minor and are merely decorative in nature.




                                       11
<PAGE>

11.1.1       Tenant shall provide a sealed set of plans prepared and certified
by an architect to Landlord, and Tenant shall have received the prior written
consent of Landlord;

11.1.2       all such alterations or improvements shall be performed by Landlord
at Tenant's expense, or by a licensed contractor approved by Landlord;

11.1.3       Tenant shall have procured all permits, licenses and other
authorizations required for the lawful and proper undertaking thereof, and
immediately upon completion of any such alterations, Tenant shall obtain a
proper Certificate of Occupancy if applicable and deliver same to Landlord;

11.1.4       all alterations when completed shall be of such a nature as not to
(i) reduce or otherwise adversely affect the value of the Premises; (ii)
diminish the general utility or change the general character thereof; (iii)
result in an increase of the Operating Expenses, or (iv) adversely affect the
mechanical, electrical, plumbing, security or other such systems of the Building
or the Premises;

11.1.5       all alterations made by Tenant shall remain on and be surrendered
with the Premises on expiration or termination of this Lease, except Landlord
may require that upon expiration or termination of the Lease that Tenant remove
any and all alterations Tenant has made to the Premises; and

11.1.6       Tenant shall be liable for any increase in the Building insurance
costs caused, in whole or part, by any alterations make by Tenant to the
Premises.

11.2  SECTION.          MECHANIC'S, MATERIALMEN'S AND LABORER'S LIENS. Tenant
agrees that it will make full and prompt payment of all sums necessary to pay
for the cost of repairs, alterations, improvements, changes or other work done
by Tenant to the Premises and further agrees to indemnify and hold harmless
Landlord from and against any and all such costs and liabilities incurred by
Tenant, and against any and all mechanic's, materialmen's or laborer's liens
arising out of or from such work or the cost thereof which may be asserted,
claimed or charged against the Premises, the Building or the Property.
Notwithstanding anything to the contrary in this Lease, the interest of Landlord
in the Property shall not be subject to liens for improvements made by or for
Tenant, whether or not the same shall be made or done in accordance with any
agreement between Landlord and Tenant and it is specifically understood and
agreed that in no event shall Landlord or the interest of Landlord in the
Property be liable for or subjected to any mechanic's, materialmen's or
laborer's liens for improvements or work made by or for Tenant. This Lease
specifically prohibits the subjecting of Landlord's interest in the Property to
any mechanic's, materialmen's or laborer's liens for improvements made by Tenant
or for which Tenant is responsible for payment under the terms of this Lease.
All persons dealing with Tenant are hereby placed upon notice of this provision.
Tenant shall advise its contractors, subcontractors, materialmen and any other
lienors of this provision. In the event any notice or claim of lien shall be
asserted of record against the interest of Landlord in the Property on account
of or growing out of any improvement or work done by or for Tenant, or any
person claiming by, through or under Tenant, for improvements or work the cost
of which is the responsibility of Tenant, Tenant agrees to have such notice of
claim of lien canceled and discharged of record as a claim against the interest
of Landlord in the Property (either by payment or bond as permitted by law)
within ten (10) days after notice to Tenant by Landlord, and in the event Tenant
shall fail to do so, Tenant shall be considered in default under this Lease.

12                ARTICLE: ASSIGNMENT AND SUBLETTING

12.1  SECTION.          TENANT'S TRANSFER.

12.1.1       Tenant shall not voluntarily assign or encumber its interest in
this Lease or in the Premises, or sublease all or any part of the Premises, or
allow any other person or entity to occupy or use all or any part of the
Premises, without first obtaining Landlord's written consent, which consent
shall not be unreasonably withheld utilizing Landlord's leasing criteria in
effect at that time. Any assignment, encumbrance or sublease without Landlord's
prior written consent shall be voidable and, at Landlord's election, shall
constitute a default hereunder. No consent to any assignment, encumbrance, or
sublease shall constitute a future waiver of the provisions of this Section .

12.1.2       If Tenant is a partnership, a withdrawal or change, voluntary,
involuntary, or by operation of law of any partner/or partners owning 50% or
more of the partnership, or the dissolution of the partnership, shall be deemed
a voluntary assignment, subject to the requirements of Section 12.1.1 above.


                                       12
<PAGE>


12.1.3       If Tenant is a corporation, any dissolution, merger or
consolidation, or other reorganization of Tenant, or the sale of or the transfer
of controlling percentage of the capital stock of Tenant, or the sale of 51% of
the total combined voting power of all classes of Tenant's capital stock issued,
outstanding, and entitled to vote for the election of directors shall be deemed
a voluntary assignment, subject to the requirements of Section 12.1.1 above.

12.1.4       Any assignment consented to by Landlord shall be evidenced by a
validly executed assignment and assumption of lease agreement, upon such terms
and provisions as shall be approved by Landlord in its sole discretion.

12.1.5       If, without the prior written consent of Landlord, this Lease is
transferred or assigned by Tenant, or if the Premises, or any part thereof, are
sublet or occupied by anybody other than Tenant, whether as a result of any act
or omission by Tenant, or by operation of law or otherwise, Landlord may, in
addition to and not in diminution of, or substitution for, any other rights and
remedies under this Lease, or pursuant to law to which Landlord may be entitled
as a result thereof, collect and retain Rent directly from the transferee,
assignee, subtenant or occupant and apply the net amount collected to the Rent
due from Tenant to Landlord under this Lease.

 12.1.6      If Tenant requests Landlord's consent to a sublease, then Landlord
shall have the option (to be exercised within ten (10) business days after
Landlord's receipt of Tenant's submission of written request for Landlord's
consent and all information reasonably requested by Landlord regarding the
proposed subtenant in connection therewith), exercisable by Landlord in its sole
and absolute discretion, to cancel this Lease as to the portion of the premises
to be demised under the proposed sublease as of the commencement date of the
proposed sublease, in which event this Lease, and the tenancy and occupancy of
Tenant thereunder, as to that portion of the premises to be demised under the
proposed sublease, shall terminate as if such termination date was the original
Expiration Date of this Lease. If Landlord should fail to notify Tenant in
writing of such election within such ten (10) business day period, Landlord
shall be deemed to have waived such termination right. With any termination of
this Lease (in whole or in part) pursuant to the provisions of this Section ,
Tenant shall deliver up possession of the subject portion of the Premises in
accordance with the applicable provisions of this Lease and shall remove
Tenant's property therein in accordance with the applicable provision of this
Lease.

12.2  SECTION.          TENANT'S LIABILITY. Notwithstanding any assignment or
sublease, and notwithstanding the acceptance of Rent by Landlord from any such
assignee or sublessee, Tenant shall continue to remain liable for the payment of
Rent hereunder and for the performance of all of the agreements, conditions,
covenants and terms herein contained.

13                ARTICLE: OBLIGATION TO COMPLY

13.1  SECTION.          OBLIGATIONS OF TENANT. Tenant shall, during the Term of
this Lease, at its sole cost and expense, comply with all valid laws,
ordinances, regulations, orders and requirements of any governmental authority
which may now or hereafter be applicable to the Premises or to its use, whether
or not the same shall interfere with the use or occupancy of the Premises,
arising from (a) Tenant's particular use of the Premises; (b) the particular
manner or conduct of Tenant's business or operation of its installations,
equipment or other property therein; (c) any cause or condition created by or at
the instance of Tenant which is unique to Tenant; or (d) breach of any of
Tenant's obligations hereunder, whether or not such compliance requires work
which is structural or non-structural, ordinary or extraordinary, foreseen or
unforeseen. Tenant shall pay all of the costs, expenses, fines penalties and
damages which may be incurred by Landlord by reason or arising out of Tenant's
failure to fully and promptly comply with and observe the provisions of this
Section. Tenant shall give prompt notice to Landlord of any notice it receives
of the violation of any law or requirement of any public authority with respect
to the Premises or the use or occupation thereof. Tenant's obligation to comply
with laws shall include, without limitation, those laws and regulations
contemplated by Section 13.2 below and Title III of the Americans With
Disabilities Act of 1990, as amended. In the event Tenant receives any notice
alleging violation of any of the aforementioned laws, ordinances, regulations,
orders, rules or requirements relating to any portion of the Property; or any
notice of regulatory action or investigation instituted in connection therewith,
Tenant shall provide written notice to Landlord thereof within five (5) days
after receipt of same by Tenant.


                                       13
<PAGE>


13.2  SECTION.          RULES AND REGULATIONS. Tenant shall comply with all
rules and regulations now existing (See EXHIBIT "C"), or as may be published by
Landlord to tenants of the Building from time to time.

13.3  SECTION.          ATTORNEYS' FEES. With respect to any default, failure to
perform or any other dispute between Tenant and Landlord arising out of this
Lease, the prevailing party shall be entitled to recover from the non-prevailing
party all costs incurred, including reasonable attorney's costs and fees, which
shall include, but not be limited to, such costs and fees incurred prior to
institution of litigation or in litigation, including trial and appellate
review, and in arbitration, bankruptcy or other administrative or judicial
proceeding.

14                ARTICLE: RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS

14.1  SECTION.          PAYMENT OR PERFORMANCE. Landlord shall have the right,
upon ten (10) days prior written notice to Tenant (or without notice in case of
emergency or in order to avoid any fine, penalty, or cost which may otherwise be
imposed or incurred), to make any payment or perform any act required of Tenant
under any provision in this Lease, and in exercising such right, to incur
necessary and incidental costs and expenses, including reasonable attorney's
costs and fees. Nothing herein shall imply any obligation on the part of
Landlord to make any payment or perform any act required of Tenant, and the
exercise of the right to do so shall not constitute a release of any obligation,
waiver of any default or obligation of Landlord to make any similar payment or
perform any similar act in the future.

14.2  SECTION.          REIMBURSEMENT. All payments made, and all costs and
expenses incurred in connection with Landlord's exercise of the right set forth
in Section 14, shall be reimbursed by Tenant within ten (10) days after receipt
of a bill setting forth the amounts so expended. Any such payments, costs and
expenses made or incurred by Landlord shall be treated as Rent owed by Tenant.

15                ARTICLE: NON-LIABILITY AND INDEMNIFICATION

15.1  SECTION.          INDEMNIFICATION.

15.1.1       Tenant agrees to indemnify and hold harmless Landlord, and its
respective agents and employees, from and against any and all liabilities,
claims, demands, costs and expenses of every kind and nature (including
attorney's fees and costs incurred at trial, on appeal or in bankruptcy
proceedings), including those arising from any injury or damage to any person
(including death), property or business (1) sustained in or about the Property
and resulting from the negligence or willful act of Tenant, its employees,
agents, servants, licensees or subtenants, or (2) resulting from the failure of
Tenant to perform its obligations under this Lease; provided, however, Tenant's
obligations under this section shall not apply to injury or damage to the extent
resulting from the negligence or willful act of Landlord, its agents or
employees.

15.1.2       Landlord agrees to indemnify and hold harmless Tenant, and its
respective agents and employees, from and against any and all liabilities,
claims, demands, costs and expenses of every kind and nature (including
attorneys' fees and costs incurred at trial, on appeal or in bankruptcy
proceedings), arising from any injury or damage to any person (including death),
property or business (1) sustained in or about the Property and resulting from
the negligence or willful act of Landlord, its employees, agents, servants or
licensees, or (2) resulting from the failure of Landlord to perform its
obligations under this Lease; provided, however, Landlord's obligations under
this section shall not apply to injury or damage to the extent resulting from
the negligence or willful act of Tenant, or its respective agents or employees.

15.2  SECTION.          RIGHT OF RECOVERY. Neither Landlord nor Tenant shall be
liable to the other or to an insurance company (by way of subrogation or
otherwise) insuring the other party for any loss or damage to any building,
structure or other tangible property, or any resulting loss of income, or losses
under worker's compensation laws and benefits, even though such loss or damage
might have been occasioned by the negligence of such party, its agents or
employees, to the extent such loss or damage is covered by insurance benefiting
the party suffering such loss or damage or was required to be covered by
insurance pursuant to this Lease.


                                       14
<PAGE>


15.3  SECTION.          INDEPENDENT OBLIGATIONS; FORCE MAJEURE. The obligations
of Tenant hereunder shall not be affected, impaired or excused, nor shall
Landlord have any liability whatsoever to Tenant, because: (a) Landlord is
unable to fulfill, or is delayed in fulfilling, any of its obligations under
this Lease by reason of strike, other labor trouble, governmental action or
inaction, controls or shortages of fuel, supplies, labor or materials, acts of
God or any other cause, whether similar or dissimilar, beyond Landlord's
reasonable control assuming prudent practices; or (b) of any failure or defect
in the supply, quantity or character of electricity, HVAC or water furnished to
the Premises, by reason of any requirement, act or omission of the public
utility or others serving the Building with electric energy, steam, oil, gas or
water, or for any other reason whether similar or dissimilar, beyond Landlord's
reasonable control.

16                ARTICLE: DEFAULT

16.1  SECTION.          EVENTS OF DEFAULT. Tenant shall be in default under this
Lease if any one or more of the following events shall occur:

16.1.1       Tenant shall fail to pay any installment of the Rent or any other
expenses called for hereunder as and when the same shall become due and payable
and such installment or other expense remains unpaid for thirty (30) days after
Tenant has received written notice of said default from Landlord; or

16.1.2       Tenant shall default in the performance of or compliance with any
of the other terms or provisions of this Lease, and such default shall continue
for a period of ten (10) days after the giving of written notice thereof from
Landlord to Tenant, or, in the case of any such default which cannot, after
making a diligent effort, be cured within said ten (10) days, Tenant shall fail
to proceed within said ten (10) day period to cure such default and thereafter
to prosecute the curing of same with all due diligence (it being intended that
as to a default not susceptible of being cured with due diligence within such
period of ten (10) days, the time within which such default may be cured shall
be extended for such period as may be necessary to permit the same to be cured
with bona fide due diligence). Notwithstanding the foregoing, if at any time
Landlord determines that such default may have a material adverse effect on the
Property, then Landlord shall notify Tenant and the cure period shall terminate
and Landlord may pursue its remedies for said default as provided in Article 17;
or

16.1.3       Tenant shall assign, transfer, mortgage or encumber this Lease or
sublet the Premises in a manner not permitted by Article 12; or

16.1.4       Tenant shall file a voluntary petition in bankruptcy or any Order
for Relief be entered against it, or shall file any petition or answer seeking
any arrangement, reorganization, composition, re-adjustment or similar relief
under any present or future bankruptcy or other applicable law, or shall seek or
consent to or acquiesce in the appointment of any trustee, receiver, or
liquidator of Tenant of all or any substantial part of Tenant's properties; or

16.1.5       If any creditor of Tenant shall file a petition in bankruptcy
against Tenant or for reorganization of Tenant, under state or federal law, and
if such petition is not discharged within ninety (90) days after the date on
which it is filed; or

16.1.6       Tenant shall vacate or abandon the Premises; then, and in any such
event, or during the continuation thereof Landlord may, at its option elect any
remedy available under Florida Law or as provided in Article 17.




                                       15
<PAGE>


16.2  SECTION.          HOLDING OVER. If Tenant does not vacate the Premises
upon the expiration or earlier termination of this Lease, Tenant will be a
tenant at sufferance for the holdover period and all of the terms and provisions
of this Lease will be applicable during that period, except that Tenant will pay
Landlord (in addition to Additional Rent and any other sums payable under this
Lease) as Base Rent for the period of such holdover an amount equal to two times
the Base Rent which would have been payable by Tenant had the holdover period
been a part of the original term of this Lease (without waiver of Landlord's
right to recover damages as permitted by law). Upon the expiration or earlier
termination of this Lease, Tenant agrees to vacate and deliver the Premises, and
all keys thereto, to Landlord upon delivery to Tenant of notice from Landlord to
vacate. The rental payable during the holdover period will be payable to
Landlord on demand. No holding over by Tenant, whether with or without the
consent of Landlord will operate to extend the term of this Lease. Tenant
indemnifies Landlord against all claims made by any tenant or prospective tenant
against Landlord resulting from delay by Landlord in delivering possession of
the Premises to such other tenant or prospective tenant due to Tenant's failure
to timely vacate the Premises.

17                ARTICLE: REMEDIES/DAMAGES

In the event Tenant is in default under this Lease as provided in Article 16,
Landlord may elect, in addition to any and all remedies provided by Florida Law,
any or all of the following remedies:

17.1  SECTION.          TERMINATION OF LEASE. By written notice to Tenant,
designate a date upon which the Lease shall terminate ("Termination Date"), and
thereupon, on the Termination Date, this Lease and all rights of Tenant
hereunder shall terminate. Such termination by Landlord shall not affect the
obligations of Tenant arising under the Lease prior to the Termination Date or
the other remedies of Landlord.

17.2  SECTION.          TERMINATION OF TENANT'S POSSESSION. Landlord may elect
to terminate Tenant's possessory rights, without terminating the Lease, and upon
such election, Tenant shall surrender the Premises to Landlord, and Landlord, at
any time after such termination, may, without further notice, re-enter and
repossess the Premises without being liable to any prosecution or damages
therefore, and no person claiming through or under Tenant or by virtue of any
statute or of any order of any court shall be entitled to possession of the
Premises. At any time or from time to time after any such termination of
Tenant's possession, Landlord may relet the Premises or any part thereof, in the
name of Landlord or otherwise, for such term or terms and on such conditions as
Landlord, in its sole discretion, may determine, and may collect and receive the
rents therefore. Landlord shall not be responsible or liable for any failure to
relet the Premises or any part thereof or for any failure to collect any rent
due upon any such reletting. The termination of Tenant's possession shall not
relieve Tenant of its liability and obligations under this Lease, including the
obligation to pay Rent, and such liability and obligations shall survive any
such termination. Any Rent or other monetary obligation of Tenant that has been
abated, deferred or forgiven by Landlord in this Lease or any amendment thereto,
and the cost of all Tenant Improvements provided or paid for by Landlord, shall
immediately become due and payable upon the occurrence of an event of default by
Tenant under this Lease. If Landlord, at its option shall relet the Premises
during said period, Landlord shall credit Tenant with the net rents received by
Landlord from such reletting, such net rents to be determined by first deducting
from the gross rents, as and when received by Landlord, the expenses incurred or
paid by Landlord in terminating this Lease and in securing possession thereof,
as well as the expenses of reletting, including, without limitation, the
alteration and preparation of the Premises for new tenants, brokers'
commissions, attorneys' fees and all other expenses properly chargeable against
the Premises and the rental therefrom. It is hereby understood that any such
reletting may be for a period shorter or longer than the remaining Term of this
Lease but in no event shall Tenant be entitled to receive any excess of such net
rents over the sum payable by Tenant to Landlord hereunder, nor shall Tenant be
entitled in any suit for the collection of damages pursuant hereto to a credit
in respect of any net rents from a reletting, except to the extent that such
rents are actually received by Landlord.

17.3  SECTION.          DAMAGES. Landlord may elect, whether this Lease or
Tenant's possession is terminated or not, to recover damages from the Tenant in
accordance with either of the following provisions:



                                       16
<PAGE>


17.3.1       The present value of the entire amount of the Rent which would
become due and payable during the remainder of the Term of this Lease, in which
event Tenant agrees to pay the same at once, together with all Rent theretofore
due, at Landlord's address as provided herein; provided, however, that such
payment shall not constitute a penalty or forfeiture or liquidated damages, but
shall constitute payment in advance of the Rent for the remainder of the Term.
Such present value shall be determined utilizing a discount rate of six percent
(6%). The acceptance of such payment by Landlord shall not constitute a waiver
of any failure of Tenant thereafter occurring to comply with any term,
provision, condition or covenant of this Lease. If Landlord elects the remedy
given in this Section, then same shall be Landlord's sole remedy for such
default; or

17.3.2       Sums equal to the Rent which would have been payable by Tenant in
accordance with the Lease payable upon the due dates as set forth in the Lease
through the Expiration Date of this Lease.

Lawsuits for the recovery of such damages, or any installments thereof, may be
brought by Landlord from time to time at its election, and nothing contained
herein shall be deemed to require Landlord to postpone suit until the date when
the Term of this Lease would have expired, nor limit or preclude recovery by
Landlord against Tenant of any sums or damages which, in addition to the damages
particularly provided above, Landlord may lawfully be entitled by reason or any
default hereunder on the part of Tenant. All remedies of Landlord provided for
herein, or otherwise at law or in equity, shall be cumulative and concurrent.

18                ARTICLE: EMINENT DOMAIN

18.1  SECTION.          SUBSTANTIAL TAKING. If all or a substantial part of the
Property are taken for any public or quasi-public use under any governmental
requirements, or by right of eminent domain or by purchase in lieu thereof and,
in Landlord's reasonable judgment, such taking would prevent or materially
interfere with the use of the Premises for the purpose for which it is then
being used, then, at the option of either Landlord or Tenant, this Lease will
terminate and the Rent will be abated during the unexpired portion of this Lease
effective on the date physical possession is taken by the condemning authority.

18.2  SECTION.          PARTIAL TAKING. Following a taking of any part of the
Property for any public or quasi-public use under any governmental requirements
or by right of eminent domain or by purchase in lieu thereof, if this Lease is
not terminated as provided in Section 18.1 above, then Landlord will, to the
extent of condemnation proceeds (excluding any proceeds for land) actually
received by Landlord, restore the Property and other improvements on the
Property to the extent necessary to make the Premises reasonably tenantable. The
Base Rent payable under this Lease during the period for which the Premises are
untenantable will be reduced to an amount determined by multiplying the Base
Rent that otherwise would be payable but for this provision by the ratio that
part of the Premises not rendered untenantable bears to the entire of the
Premises prior to the taking. If Landlord fails to substantially complete such
restoration within 180 working days of the date of the physical possession by
the condemning authority, Tenant may at its option terminate this Lease by
delivering written notice of termination to Landlord.

18.3  SECTION.          CONDEMNATION PROCEEDS. All compensation awarded for any
taking (or the proceeds of private sale in lieu thereof), whether for the whole
or a part of the Premises, will be the property of Landlord (whether such award
is compensation for damages to Landlord's or Tenant's interest in the Premises)
and Tenant hereby assigns all of its interest in any such award to Landlord;
provided, however, Landlord will have no interest in any award made to Tenant
for loss of business or for taking of Tenant's fixtures and other property
within the Premises if a separate award for such items is made to Tenant.


                                       17
<PAGE>


18.4  SECTION.          PARTIAL TAKING. In the event of any taking of less than
the whole of the Building or Premises which does not result in termination of
this Lease, then: (a) subject to the prior rights of a Superior Mortgagee,
Landlord, at its expense, shall proceed with reasonable diligence to restore the
remaining parts of the Building and the Premises (other than those parts of the
Premises which are Landlord's property and Tenant's property) to substantially
their former condition to the extent that the same is feasible (subject to
reasonable changes which Landlord shall deem desirable), so as to constitute a
complete and tenantable Building and Premises; and (b) Tenant, at its expense,
shall proceed with reasonable diligence to restore the remaining parts of the
Premises which are deemed Landlord's Property and Tenant's Property pursuant
hereto, to substantially their former condition to the extent feasible, subject
to reasonable changes which Tenant shall deem desirable and Landlord shall
approve. Such work by Tenant shall be deemed alterations as described in Section
11 hereinabove. In the event of any partial taking, Tenant shall be entitled to
a reduction in Rent for the remainder of the Lease Term following such partial
taking based upon the percentage of Premises taken relative to the original
Premises leased.

19                ARTICLE: QUIET ENJOYMENT

Landlord agrees that Tenant, upon paying all Rent and all other charges herein
provided for and observing and keeping the covenants, agreements, terms and
conditions of this Lease and the rules and regulations of Landlord affecting the
Premises on its part to be performed, shall lawfully and quietly hold, occupy
and enjoy the Premises during the Term hereof, expressly subject to the terms,
limitations and conditions contained in this Lease.

20                ARTICLE: SUBORDINATION AND ATTORNMENT

20.1  SECTION.          SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE. This
Lease, and all rights of Tenant hereunder, are and shall be subordinate to any
mortgage, long-term lease such as a master lease, ground lease, deed of trust or
other encumbrance, whether now of record or recorded after the date of this
Lease, affecting all or any part of the Property. Such subordination is
self-operative without any further act of Tenant. Any mortgage, long-term lease
such as a master lease, ground lease, deed of trust or other encumbrance to
which this Lease is subject and subordinate is hereinafter referred to as a
"Superior Mortgage", and the holder of a Superior Mortgage is hereinafter
referred to as a "Superior Mortgagee". If any Superior Mortgagee shall succeed
to the rights of Landlord hereunder, whether through deed-in-lieu of
foreclosure, foreclosure action or delivery of a new lease or deed, then, at the
request of such party (hereinafter referred to as "Successor Landlord"), Tenant
shall attorn to and recognize such Successor Landlord as Tenant's Landlord under
this Lease and shall promptly execute and deliver any instrument such Successor
Landlord may reasonably request to evidence such attornment subject to
reasonable approval by Tenant. Upon such attornment, this Lease shall continue
in full force and effect as a direct Lease between Successor Landlord and
Tenant, upon all terms, conditions, and covenants as set forth in this Lease,
except that the Successor Landlord shall not: (a) be liable for any previous act
or omission of Landlord under this Lease; (b) be subject to any offset; or (c)
be bound by any previous modification of this Lease or by any previous
prepayment, unless such modification or prepayment shall have been previously
approved in writing by such Superior Mortgagee if such approval was required.
Further, upon such attornment, Landlord shall be released from any future
obligation hereunder. Tenant shall, within ten (10) days of a request by
Landlord, execute and deliver any documents or instruments that may be required
by Superior Mortgagee or Landlord to confirm such subordination or attornment.
So long as Tenant is not in default under this Lease, Tenant's possession of the
Premises and Tenant's rights and privileges under this Lease shall not be
diminished or interfered with by any Successor Landlord during the term of this
Lease. This particular provision shall be binding upon any assigns or successors
in interest to Landlord. Notwithstanding the subordination and attornment of
this Lease to any Superior Mortgagee which presently exists or which may
hereafter be made, or to any renewal, modification, replacement or extension
hereafter of any Superior Mortgagee, such Superior Mortgagee, by separate
recordable agreement, shall agree that so long as this Lease is in effect and
not in default, Tenant's leasehold interest under this Lease shall not be
terminated or disturbed. Such non-disturbance agreement shall also include
subordination and attornment provisions satisfactory to Superior Mortgagees.



                                       18
<PAGE>


20.2  SECTION.          NOTICE TO LANDLORD AND SUPERIOR MORTGAGEE. If any act or
omission of Landlord would give Tenant the right, immediately or after the lapse
of a period of time, to cancel this Lease or to claim a partial or total
eviction, Tenant shall not exercise such right: (a) until it has given written
notice of such act or omission to Landlord and any Superior Mortgagee; and (b)
until a reasonable period of time for remedying such act or omission shall have
elapsed following the giving of such notice and following the time when such
Superior Mortgagee shall have become entitled under such Superior Mortgage to
remedy the same. In the event any Superior Mortgagee shall request reasonable
modifications to this Lease as to term, renewal or financial obligations, as a
condition to financing or refinancing, Tenant shall not unreasonably withhold,
delay or defer in providing its consent thereto.

21                ARTICLE: LANDLORD'S RIGHT OF ACCESS

21.1  SECTION.          ACCESS FOR MAINTENANCE AND REPAIR. Except for the space
within the inside surfaces of all walls, hung ceilings, floors, windows, and
doors bounding the Premises, all of the Building including, without limitation,
exterior walls, core interior walls and doors and any core corridor entrance,
any terraces or roofs adjacent to the Premises, and any space in or adjacent to
the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts,
electric or other utilities, sinks, or other facilities of the Building, and the
use thereof, as well as access thereto throughout the Premises for the purposes
of operation, maintenance, decoration and repair, are reserved to Landlord.
Landlord reserves the right and Tenant shall permit Landlord, to install, erect,
use and maintain pipes, ducts and conduits in and through the Premises. Landlord
shall be allowed to take all materials into and upon the Premises that may be
required in connection therewith, without any liability to Tenant and without
any reduction of Tenant's covenants and obligations hereunder. Landlord and its
agents shall have the right to enter upon the Premises for the purpose of making
any repairs therein or thereto which shall be considered necessary or desirable
by Landlord, in such a manner as not to unreasonably interfere with Tenant in
the conduct of Tenant's business on the Premises; and in addition, Landlord and
its agents shall have the right to enter the Premises at any time in cases of
emergency.

21.2  SECTION.          ACCESS FOR INSPECTION AND SHOWING. Upon reasonable
notice to Tenant, during normal business hours, in a manner that does not
interfere with Tenant's use of the Premises, Landlord and its agents shall have
the right to enter and/or pass through the Premises at any time to examine the
Premises and to show them to prospective purchasers, mortgagees or lessees of
the Building. During the period of twelve (12) months prior to the Expiration
Date of this Lease, Landlord and its agents may exhibit the Premises to
prospective tenants.

21.3  SECTION.          LANDLORD'S ALTERATIONS AND IMPROVEMENTS. Landlord
reserves the right to make such changes, alterations, additions, and
improvements in or to the Building and the fixtures and equipment thereof, as
well as in or to the street entrances, doors, halls, passages, elevators,
escalators and stairways thereof, and other public portions of the Building and
the Property, as Landlord shall deem necessary or desirable, and no such
alterations or changes shall be deemed a breach of Landlord's covenant of quiet
enjoyment or a constructive eviction.

22                ARTICLE: SIGNS AND OBSTRUCTION

22.1  SECTION.          SIGNS. Tenant shall not place or maintain or cause to be
placed or maintained upon any exterior door, roof, wall or window of the
Premises or the Building, any sign, awning, canopy or advertising matter of any
kind, nor place or maintain any decoration, lettering or advertising matter on
the glass of any window or door of the Premises, except as previously approved
in writing by Landlord, in Landlord's sole discretion. Tenant shall not place or
maintain any freestanding sign within or upon the Property, without first
obtaining Landlord's express prior written consent. No interior or exterior sign
visible from the exterior of the Building shall be permitted. Tenant further
agrees to maintain any such signage approved by Landlord in good condition and
repair at all times and to remove the same at the end of the Term of this Lease
if requested by Landlord. Upon removal thereof, Tenant agrees to repair any
damage to the Property caused by such installation and/or removal.



                                       19
<PAGE>


22.2  SECTION.          OBSTRUCTION. Tenant shall not obstruct the corridors,
elevators, stairs, common areas, sidewalks, parking lots or other public
portions of the Property in any manner whatsoever.

23                ARTICLE: NOTICES

23.1  SECTION.          NOTICES. All notices, requests, demands, and other
communications which are required or permitted to be given under this Lease
shall be in writing and shall be given to the party at its address or telecopy
number set forth below. Each notice shall be deemed to have been duly given and
received : (a) as of the date and time the same are personally delivered with a
receipted copy, (b) if given by telecopy, when the telecopy is transmitted to
the party's telecopy number specified below and confirmation of complete receipt
is received by that transmitting party during normal business hours or the next
Business Day if not confirmed during normal business hours; (c) if delivered by
U.S. Mail, within three (3) days after depositing with the United States Postal
Service, postage prepaid by certified mail, return receipt requested, or (d) if
given by a nationally recognized or reputable overnight delivery service within
one (1) day after deposit with such delivery service.


AS TO LANDLORD:            PONTE VEDRA MANAGEMENT GROUP, LTD.
                           5000 Sawgrass Village Circle, Suite 28
                           Ponte Vedra Beach, Florida 32082




         With a copy to    Ford, Jeter, Bowlus & Duss, P.A.
                           Attn: John S. Duss, IV, Esq.
                           10110 San Jose Boulevard
                           Jacksonville, Florida 32257

AS TO TENANT:              PLANETRX.COM, INC.
                           5000 Sawgrass Village Circle, Suite 32
                           Ponte Vedra Beach, Florida  32082




24                ARTICLE: MISCELLANEOUS

24.1  SECTION.          SUBSTITUTE PREMISES.



                                       20
<PAGE>


24.2  SECTION.          ENVIRONMENTAL INDEMNITY. Tenant agrees to indemnify and
hold Landlord harmless from and against any and all loss, claim, liability,
damages, injuries to person, property, or natural resources, cost, expense,
action or cause of action, arising in connection with the release or presence of
any "Hazardous Substances" at the Property, through the acts of Tenant, its
officers, employees, contractors, agents or invitees, whether or not foreseeable
and regardless of the source of such release or the circumstances attendant
thereto. Landlord agrees to indemnify and hold Tenant harmless from and against
any and all loss, claim, liability, damages, injuries to person, property, or
natural resources, cost, expense, action or cause of action, arising in
connection with the release or presence of any "Hazardous Substances" at the
Property, through the acts of Landlord, its officers, employees, contractors,
agents or invitees, whether or not foreseeable and regardless of the source of
such release or the circumstances attendant thereto. The foregoing indemnities
include, without limitation, all costs in law or in equity of removal,
remediation of any kind, and disposal of such Hazardous Substances; all costs of
determining whether the Property is in compliance and to cause the Property to
be in compliance with all applicable environmental laws; all costs associated
with claims for damages to persons, property, or natural resources; and
reasonable attorneys' and consultant's fees and costs, whether or not litigation
is instituted. For the purposes of the definition, Hazardous Substances
includes, without limitation, any toxic or hazardous wastes, pollutants or
substances, including, without limitation, asbestos, PCB's, petroleum products
and by-products, substances defined or listed as "hazardous substances" or
"toxic substances" or similarly identified in or pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601 et.seq., or as identified in or pursuant to the Hazardous
Materials Transportation Act 49 U.S.C. Section 1802 et.seq.

24.3  SECTION.          RADON GAS. Pursuant to Florida Statutes,
Section 404.056(7), the following disclosure is required by law: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of Radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding Radon and radon
testing may be obtained from your county public health unit.

24.4  SECTION.          BROKER COMMISSION. Each party represents and warrants to
the other neither has (a) employed a real estate broker; or (b) entered into any
agreement or taken any action which would result in a commission, finder's fee,
or other similar charge being payable on account of this Lease. Each party
hereto agrees to indemnify and hold harmless the other against any other cost or
expense, including reasonable attorney's fees and costs incurred by a party by
reason of a claim for a brokerage commission, brokerage fee, or brokerage charge
arising out of actions of the other indemnifying party, which agreement shall
survive the closing.

24.5  SECTION.          ESTOPPEL CERTIFICATES. Each party agrees, at any time
and from time to time as reasonably requested by the other party, to execute and
deliver to the other a statement certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same are in
full force and effect as modified and stating the modifications), certifying the
dates to which the Base Rent and Additional Rent have been paid, stating whether
or not the other party is in default in performance of any of its obligations
under this Lease, and, if so, specifying each such default, and stating whether
or not any event has occurred which, with the giving of notice or passage of
time, or both, would constitute such a default, and, if so, specifying each such
event. Tenant also shall include in any such statements such other information
concerning this Lease as Landlord may reasonably request. A form of such
Estoppel Certificate is attached hereto as EXHIBIT "B". In the event either
party fails to comply with this Section, such failure shall constitute a
material breach of the Lease.

24.6  SECTION.          NO RECORDATION. This Lease shall not be recorded by
Tenant. Any attempted recordation by Tenant shall entitle Landlord to the
remedies provided for Tenant's default. At the request of Landlord, Tenant shall
promptly execute, acknowledge and deliver to Landlord a Memorandum of Lease with
respect to this Lease, and a Memorandum of Modification of Lease with respect to
any modification of this Lease, prepared by Landlord and sufficient for
recording. Such Memorandum shall not be deemed to change or otherwise affect any
of the obligations or provisions of this Lease.



                                       21
<PAGE>


24.7   SECTION.         GOVERNING LAW. This Lease shall be governed by and
construed in accordance with the laws of the State of Florida, without regard to
concepts of choice of law. In the event litigation arises between the parties in
connection with any of the terms of this Lease, venue shall lie in the Circuit
Court in St. Johns County, Florida. If any provision of this Lease or the
application thereof to any person or circumstance shall, for any reason and to
any extent, be invalid or unenforceable, the remainder of this Lease shall
remain in full force and effect. The table of contents, captions, headings and
titles in this Lease are solely for convenience of reference and shall not
affect its interpretation. This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Lease to be drafted. Each covenant, agreement, obligation, or other provision of
this Lease on Tenant's part to be performed, shall be deemed and construed as a
separate and independent covenant of Tenant, not dependent on any other
provision of this Lease. All terms and words used in this Lease, regardless of
the number or gender in which they are used, shall be deemed to include any
other number and any other gender, as the context may require.

24.8   SECTION.         NO PARTNERSHIP OR JOINT VENTURE. Nothing contained in
this Lease will be deemed or construed to create a partnership or joint venture
between Landlord and Tenant, or to create any other relationship between the
parties other than that of Landlord and Tenant.

24.9   SECTION.         APPROVAL BY SUPERIOR MORTGAGEE. If required by a
Superior Mortgagee, this Lease shall not become binding upon Landlord until
approval of the Lease by Landlord's Superior Mortgagee for the Property, notice
of which requirement by a Superior Mortgage is given to Tenant at the time the
same is executed by Landlord.

24.10  SECTION.         FINANCIAL STATEMENTS. Landlord shall require a copy of
Tenant's most recent financial statements.

24.11  SECTION.         CAPACITY TO EXECUTE LEASE. If Tenant is other than a
natural person, Tenant represents that it is legally constituted, in good
standing and authorized to conduct business in the State of Florida. Tenant
further represents that the person who is executing this Lease on its behalf has
the full power and authority to perform such execution and deliver the Lease to
Landlord, and that upon such execution and delivery, the Lease shall be valid
and binding upon Tenant in accordance with its respective terms and conditions.
To further evidence the foregoing, upon request by Landlord, Tenant shall
deliver to Landlord an appropriate corporate or partnership resolution
specifying that the signatory to the Lease has been duly authorized to execute
same on behalf of Tenant, and a Certificate of Good Standing from the State of
Florida if Tenant is anything other than a natural person or a general
partnership.

24.12  SECTION.         EXCULPATION OF LANDLORD. Landlord's obligations and
liability to Tenant with respect to this Lease shall be limited solely to
Landlord's interest in the Property, and neither Landlord nor any of the
partners of Landlord, nor any officer, director, or shareholder of any of the
partners of Landlord, shall have any personal liability whatsoever with respect
to this Lease.

24.13  SECTION.         WAIVER OF TRIAL BY JURY. IT IS MUTUALLY AGREED BY AND
BETWEEN LANDLORD AND TENANT THAT THE RESPECTIVE PARTIES HERETO SHALL, AND THEY
HEREBY DO, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT
BY EITHER OF THE PARTIES AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN
ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT OR
TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR BY ANY COURSE OF CONDUCT OR COURSE
OF DEALING.

24.14  SECTION.         ENTIRE AGREEMENT. This Lease constitutes the entire
understanding between the parties and shall bind the parties, their successors
and assigns. No representations, except as herein expressly set forth, have been
made by either party to the other, and this Lease cannot be amended or modified
except by a writing signed by Landlord and Tenant.


                                       22
<PAGE>



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

Signed, sealed and delivered
in the presence of:

 ______________________________              PLANETRX.COM, INC.
 [                            ]
  ----------------------------
 Print Name
                                                     By:______________________
 ______________________________                [                    ]Print Name
 [                            ]                 --------------------
  ----------------------------                       Its _____________________
 Print Name
 ______________________________              PONTE VEDRA MANAGEMENT GROUP, LTD.
 [                            ]
  ----------------------------
 Print Name
                                                     By:______________________
 ______________________________                 [                   ]Print Name
 [                            ]                  -------------------
  ----------------------------                       Its _____________________
 Print Name




                                       23
<PAGE>



                                   EXHIBIT "A"

                                    PREMISES




TO BE PROVIDED

























<PAGE>


                                   EXHIBIT "B"

                       SAMPLE TENANT ESTOPPEL CERTIFICATE
                       ----------------------------------

TO:      [Addressee]


         RE: [Type of Facility] facility located at [Location], Florida
             (the "Leased Premises"); Lease dated [Lease date] by and
             between [Tenant] as Tenant and [Landlord] as Landlord
             [Amendments](collectively, the "Lease").

Gentlemen:

         The undersigned Tenant hereby represents, warrants and certifies that:

         1.   The Lease has not been modified, changed, altered or amended in
any respect, either orally or in writing, except as may be indicated on Schedule
A annexed hereto, and constitutes the entire agreement between Tenant and
landlord under the Lease ("Landlord") affecting Tenant's leasing of the Leased
Premises. A true and correct copy of the Lease with all amendments is attached
as Schedule B. The Lease is in full force and effect and is not subject to any
contingencies or conditions not set forth in the Lease.

         2.   The term of the Lease commenced on [Commencement Date] and will
expire on [Expiration Date] the Tenant has [Number of Options and type] options
to renew the Lease term.

         3.   Tenant has paid all fixed and additional rent and other sums which
are due and payable under the Lease through the date hereof, and Tenant has not
made and will not make any prepayments of rent for more than one calendar month
in advance. There are no presently unexpired rental concessions or abatements
due under the Lease except as set forth on Schedule A annexed hereto. Tenant has
no credits, offsets, abatements, defenses, counterclaims or deductions against
any rental or other payments due under the Lease or with respect to its
performance of the other terms and conditions of the Lease, and has asserted no
claims against Landlord.

         4.   Tenant has not made any payment to Landlord as a security deposit,
advance or prepaid rent except as provided in the Lease. There is no security
deposit (whether cash or a letter of credit) paid to Landlord under the Lease.

         5.   Landlord has completed, and, if required under the Lease, paid
for, any and all tenant work required under the Lease and Tenant has accepted
the Leased Premises. Tenant is not entitled to any further payment or credit for
tenant work.

         6.   To Tenant's best knowledge, Landlord is not in default in the
performance of any of the terms of the Lease, nor is there now any fact or
condition which, with notice or lapse of time or both, will become such a
default. Tenant has not delivered to Landlord any notice of default with respect
to the Landlord's obligations under the Lease.

         7.   Tenant is not an affiliate of Landlord.

         8.   Tenant is in actual possession of the entire Leased Premises
described in the Lease and, to Tenant's best knowledge, is not in any respect in
default under any of the terms and conditions of the Lease, nor is there now any
fact or condition which, with notice or lapse of time or both, will become such
a default. Tenant has not received from Landlord any notice of default with
respect to the Tenant's obligations under the Lease.

         9.   Tenant has not assigned, transferred, mortgaged or otherwise
encumbered its interest under the Lease, nor subleased any of the Leased
Premises, nor permitted any person or entity to use the Leased Premises, except
as otherwise indicated on Schedule C annexed hereto.




<PAGE>


         10.  Except as expressly provided in the Lease, Tenant:

              (i) does not have any right to renew or extend the term of the
         Lease,

              (ii) does not have any right to cancel or surrender the Lease
         prior to the  expiration of the term of the Lease,

              (iii) does not have any option or rights of first refusal or
         first offer to purchase or lease all or any part of the Leased Premises
         or the real property of which the Leased Premises are a part; which
         rights or option to purchase Tenant hereby releases and waives;

              (iv) does not have any right, title or interest with respect
         to the Leased Premises other than as lessee under the Lease, and

              (v) does not have any right to relocate into other property
         owned by Landlord or any of Landlord's affiliates.

         12.  There has not been filed by or against Tenant an undismissed
petition in bankruptcy, voluntary or otherwise, any assignment for the benefit
of creditors, any petition seeking reorganization or arrangement under the
bankruptcy laws of the United States, or any state thereof, or any other action
brought under said bankruptcy laws with respect to Tenant.

         13.  If Tenant is required to provide insurance coverage under the
Lease, Tenant has not given or received written notice that Tenant's insurance
coverage will be canceled or will not be renewed.

         14.  To Tenant's knowledge, all systems, elements and components of the
Leased Premises are in good working order and repair and sound operating
condition. To Tenant's knowledge, Tenant's use and occupancy of the Leased
Premises complies with all applicable building, zoning, land use, environmental,
antipollution, health, fire, safety, access accommodations for the physically
handicapped, subdivision, energy and resource conservation and similar laws,
statutes, rules, regulations and ordinances, and all covenants, conditions and
restrictions applicable to the Leased Premises. Tenant has not received any
notice, citation or other claim alleging any violation of any such law, statute,
rule, regulation, ordinance, covenant, condition or restriction.

         15.  To the best knowledge of Tenant, any and all brokerage and leasing
commissions relating to and/or resulting from Tenant's execution and delivery of
the Lease and occupancy of the Leased Premises have been paid in full.

         16.  The individual executing this Tenant Estoppel Certificate on
behalf of Tenant represents and warrants that they have the power and the
authority to execute this Tenant Estoppel Certificate on behalf of Tenant.

         17.  Tenant is advised that Buyer will rely upon the truth of this
certification in acquiring the Leased Premises. This Tenant Estoppel Certificate
shall inure to the benefit of Buyer and their respective nominees, successors,
assigns, participants and designees and shall be binding upon Tenant and its
successors and assigns.

         Dated this ____ day of _______________,2000__

                                     Tenant:

                                     [Tenant][tenant's entity type]


                               By:    ________________________________

                                      Its:     _______________________


<PAGE>


                                   EXHIBIT "C"
                               RULES & REGULATIONS

1.    HOURS OF OPERATION Normal hours of operation for the Building are as
follows: 7:30 a.m. to 6:00 p.m., Monday through Friday and 7:30 a.m. to 12:00
noon on Saturday's.

2.    PARKING Unless otherwise set forth in the Lease, Tenant and all other
tenants and occupants of the Building shall have access to the parking area
through common driveways. The parking areas are non-exclusive and available to
all tenants and their employees, licensees, and guests, other than reserved
spaces. Landlord may, at any time during the Term of the lease, by notice to
Tenant, designate for use by specific tenants, vendors or visitors, parking
spaces on the land. Tenant shall not allow its employees to park in areas not
designated for such uses. No commercial or recreational vehicles shall be parked
on the Premises except those vehicles parked on a temporary basis while
delivering, repairing or servicing the Building and/or its tenants.

3.    SIGNAGE Tenant shall not affix any device, sign or other fixture to the
outside of the Building or any window, door or hallway without the prior written
consent of the Landlord. It is hereby understood that the Premises herein leased
are part of an office building consisting of professional suites, and it is
understood that there shall be uniformity as to appearance of all signage
relating to this Building. Signage shall consist of the following:

A.    A site sign or signs designed by Landlord and maintained by Landlord shall
contain the name of the Building as well as primary occupants of the Building.

B.    A directory in the lobby designed and maintained by the Landlord shall
contain the name of all tenants within the Building.

C.    A sign on or near the entrance door to each suite indicating the occupant
thereof and the nature of its business. Said signs and proposed location thereof
shall be first submitted to Landlord for approval before installation of same
and shall be at Tenant's expense. All signage for the Building will be of the
same look, size and letter style. No other signs shall be allowed.

4.    WINDOW TREATMENT No curtains, draperies, blinds, shades or screens shall
be attached to or hung or used in connection with any window or door of the
Demised Premises without the prior written consent of the Landlord. Curtains,
draperies, blinds, shades, or screens must be of a quality, type, design and
color approved by Landlord. Further, all draperies, shades, or screens shall
have a natural color or fabric facing exterior window views. No awnings or other
projections shall be attached to the outside walls of the Building. Tenant shall
not place anything or allow anything to be placed near the glass of any window,
door, partition, or wall which may appear unsightly, in Landlord's sole
discretion, from the outside of the Premises.

5.    SIDEWALKS, ETC. The sidewalks, entrances, passages, courts, elevators,
vestibules, stairways, corridors, halls and other common areas shall not be
obstructed or encumbered by any tenant, unless a tenant is specifically granted
such right in its lease, or in writing by Landlord, nor used for any purpose
other than ingress and egress to and from the Premises.

6.    PLUMBING The water and wash closets and other plumbing fixtures shall not
be used for any purposes other than those for which they were constructed, and
no sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by the Tenant
who, or whose officers, employees, agents, visitors, or licensees shall have
caused the same.

7.    WALLS No tenant shall mark, paint, drill into, or in any way deface any
part of the Premises or the Building of which they form a part. No boring,
cutting, or stringing of wires shall be permitted, except with the prior written
consent of the Landlord and as it may direct.




<PAGE>


8.    BICYCLES, ETC. No bicycles, vehicles, wagons, carts or animals of any kind
shall be brought into or kept in or about the Premises.

9.    NUISANCES No tenant shall make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of this or neighboring
buildings or premises or those having business with them, whether by the use of
any musical instrument, radio, talking machine, musical noise, whistling,
singing, or in any other way. No tenant shall throw anything out of the doors,
windows, or skylights, or down the passageways. No Tenant shall cause or permit
any unusual or objectionable odors to be produced upon or permeate from the
Premises.

10.   LOCKS No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any tenant, nor shall any changes be made in existing
locks or the mechanism thereof. Each tenant must, upon the termination of its
tenancy, return to the Landlord all keys of offices and toilet rooms, either
furnished to, or otherwise procured by such tenant, and in the event of the loss
of any keys so furnished, such tenant shall pay to the Landlord the cost
thereof.

11.   REMOVAL OF PROPERTY FROM PREMISES All removals, or the carrying in or out
of any safes, freight, equipment, furniture or bulky matter of any description
must take place during the hours which the Landlord may determine from time to
time. The Landlord reserves the right to prescribe the weight and position of
all safes, which must be placed upon 2-inch thick plank strips to distribute the
weight. The moving of safes or other fixtures or bulky matter of any kind must
be made after previous notice to the Manager of the Building. Any damage done to
the Building or to the tenants or to other persons in bringing in or removing
safes, furniture or other bulky or heavy articles shall be paid for by the
Tenant.

12.   TENANT REQUIREMENTS The requirements of tenants will be attended to only
at Tenant's expense and upon application at the office of the Building.
Employees shall not perform any work or do anything outside of the regular
duties, unless under special instructions from the office of the Landlord,

13.   SOLICITATION Canvassing, soliciting and peddling in the Building is
prohibited and each tenant shall cooperate to prevent the same.

14.   PASS KEY The Landlord may retain a pass key to the leased Premises, and be
allowed admittance thereto at all times to enable its representative to examine
the said Premises.

15.   ADDITIONAL RULES AND REGULATIONS The Landlord reserves the right to make
such other and further reasonable rules and regulations as in its judgment may
from time to time be needed for the safety, care and cleanliness of the
Premises, and for the preservation of good order therein, and any such other or
further rules and regulations shall be binding upon the parties thereto with the
same force and effect as if they had been inserted herein at the time of the
execution hereof.

16.   HAZARDOUS SUBSTANCES No tenant, nor any of tenant's servants, employees,
agents, visitors, or licensees, shall at any time bring or keep upon the
Premises any harmful, inflammable, combustible, or explosive fluid, chemical or
substance.

17.   LOST OR STOLEN PROPERTY Landlord will not be responsible for any lost or
stolen personal property, equipment, money or jewelry from Tenant's Premises or
public rooms regardless of whether or not such loss occurs when the area is
locked against entry.

18.   USE OF PREMISES Landlord shall not permit the preparation of food for sale
on the Premises nor use the facilities for the preparation of food for sale
without its prior written consent. Tenant shall not use the Premises for
housing, lodging, sleeping nor any immoral or illegal purpose.

19.   CONSUMPTION OF FOOD OR BEVERAGE Tenant, its employees or visitors shall
not be permitted to consume food or beverages in the common areas.




<PAGE>


20.   MACHINERY Tenant shall not operate, or permit to be operated, any
mechanical machinery, steam engine, boiler, or stove without Landlord's written
consent; Tenant will not allow the use of oil, burning fluids, kerosene,
gasoline or other fuels within the Premises.

21.   EXPLOSIVES No article deemed as extra-hazardous on account of fire or
explosion shall be brought into the Premises.

22.   JANITORIAL SERVICE Tenant shall not employ their own janitors except with
the prior written consent of Landlord; when so employed, such janitors shall be
subject to the regulations and control of Landlord (but not as agent or servant
of Landlord.) Janitorial service will be provided.

23.   LITTERING/LOITERING No littering or loitering in or on the Property.

24.   LANDLORD'S RIGHTS FOR REPAIRS It is understood and agreed that Landlord
has the undisputed right to temporarily discontinue water, electric, air
conditioning, elevator, or any other service necessary for the proper
maintenance, repair, or improvement of the Building.

25.   RULES AND REGULATIONS HEREIN In the event of any inconsistency between the
Lease with Tenant and the Rules and Regulations herein, the terms of the Lease
shall control.















<PAGE>


                                   EXHIBIT "D"

                               APPROVED FLOOR PLAN










































<PAGE>


                                   EXHIBIT "E"


                      LEASEHOLD IMPROVEMENT SPECIFICATIONS

                             COMPLETION OF PREMISES



         1.   Landlord, at Landlord's expense, shall be responsible for the
              completion of the partition walls and glass entrance doors already
              permitted in order to separate the third floor of the Building
              into two tenant spaces.

         2.   Landlord, at Landlord's expense, shall have the carpets within the
              premises professionally cleaned prior to Tenant's move-in.

Landlord shall not be responsible for any additional leasehold improvements
other than items number one and number two named above.





























<PAGE>



                                   EXHIBIT "F"

                         CUBLICLES/MODULAR WORKSTATIONS


The cubicles/modular workstations currently existing within the premises of
Suite 32 are available for Tenant's use at no charge to Tenant during the term
of the Lease. The cubicles/modular workstations will remain the property of
Landlord unless purchase negotiations are discussed at a later date. Relocation
or removal of these workstations must be approved by Landlord.






































<PAGE>



                                   SCHEDULE A
                                   ----------

                                    BASE RENT


The Monthly Base Rent payable in advance on the first day of each month during
the term hereof is:

<TABLE>
<CAPTION>

RENTAL PERIOD                          MONTHLY BASE RENT*          SALES TAX **           TOTAL MONTHLY BASE RENT
---------------------------------- ------------------------- ----------------------- ---------------------------------
<S>                                <C>                       <C>                     <C>
January 1, 2003-March 31, 2003              Rent Concession         Rent Concession                   Rent Concession
---------------------------------- ------------------------- ----------------------- ---------------------------------
April 1, 2003-March 31, 2004                      $7,935.10                 $476.11                         $8,411.21
---------------------------------- ------------------------- ----------------------- ---------------------------------
April 1, 2004-March 31, 2005                      $8,173.15                 $490.39                         $8,663.54
---------------------------------- ------------------------- ----------------------- ---------------------------------
April 1, 2005-December 31, 2005                   $8,418.34                 $505.10                         $8,923.44
---------------------------------- ------------------------- ----------------------- ---------------------------------
</TABLE>




*        Increase in Monthly Base Rent is 3% per year (plus sales tax) for the
         entire term of the lease.

**       NOTE: THE AMOUNT OF SALES TAX LISTED ABOVE IS BASED ON THE CURRENT RATE
         FOR THE STATE OF FLORIDA, ST. JOHNS COUNTY. THIS AMOUNT WILL BE
         ADJUSTED IF THE RATE IS CHANGED BY GOVERNMENTAL AUTHORITY, FOR ANY
         REASON.