THIRD AMENDMENT OF
                               AGREEMENT OF LEASE
                                  JUNE 24, 2002


Between: FIVE REGENT PARK ASSOCIATES (Landlord)
             a New Jersey Partnership
             c/o Eastman Management Corporation
             651 West Mount Pleasant Avenue
             Livingston, New Jersey 07039

And:         AMERICAN DISEASE MANAGEMENT ASSOCIATES (Tenant)
             #5N Regent Street
             Livingston, New Jersey 07039

RE:          Lease Dated July 22, 1996
             First Amendment Dated June 15, 1999
             Second Amendment Dated February 11, 2000

                                   WITNESSETH


WHEREAS,  the parties  entered  into a Lease  Agreement  dated July 22, 1996 for
office space in the building known as #5N Regent Street,  Livingston, New Jersey
(the "Original Agreement"); First Amendment of Agreement of Lease dated June 15,
1999 (the "First Amendment"); and a Second Amendment of Agreement of Lease dated
February 11, 2000 (the "Second  Amendment").  The Original Agreement,  the First
Amendment and the Second Amendment are referred to collectively as the "Lease";

WHEREAS,  the  parties now desire to further  amend the Lease to add  additional
space in the building in Suite 512  (currently  occupied by World Wide Packaging
Company) as shown on the sketch  attached  hereto as Exhibit "A" (the "Expansion
Area"), to extend the Term of the Lease and to modify certain other terms of the
Lease.

NOW  THEREFORE,  for and in  consideration  of the  mutual  covenants  set forth
herein,  the receipt and  sufficiency  of which are mutually  acknowledged,  the
parties hereto agree to amend the Lease as follows:

1.  Capitalized  terms used  herein  and not  otherwise  defined  shall have the
meaning ascribed thereto in the Original Agreement.

2. Beginning on the date Landlord substantially  completes the work set forth in
paragraph 3 below (the "Expansion Area Commencement Date"), the Basic Rent shall
be  increased by the amount of  $37,328.00  per annum,  or $3,110.00  per month.
Tenant shall also pay, as Additional  Rent for the Expansion  Area,  the initial
amount of $997.27 per month.  Beginning  on April 1, 2003,  the Basic Rent shall
increase  to  $130,125.00  per annum,  or  $10,843.75  per month.  In  addition,
beginning  on  the  Expansion  Area  Commencement  Date,  Tenant  shall  pay  an
additional amount of $776.00 per month for additional  renovation work requested
by the Tenant as per attached floor plan.

<PAGE>



American Disease Management Associates
Third Amendment of Agreement of Lease
Page 2




3.  Beginning on the Expansion  Area  Commencement  Date,  the Premises shall be
expanded by 2,488  square feet and shall  include the  premises set forth in the
Original  Lease,  the expansion  area set forth in the Second  Amendment and the
Expansion  Area.  The total  Rentable Area of the Premises shall be 8,675 square
feet and the Tenant's Proportionate Share shall be 12.61%.

4. Landlord shall perform the renovation  work in the Expansion Area as outlined
on the floor plan  attached  hereto as Exhibit A as soon as  practical  upon the
execution of this Amendment.

5. The Term of the Lease for the entire Premises as hereinabove  defined,  shall
be extended for a period  ending on the last day of the calendar  month in which
the twenty fourth (24) month anniversary of the Expansion Area Commencement Date
shall occur.

6. Tenant shall not  disclose any facts or terms of this  Agreement to any third
party including former, current or future tenants of the Building.


7. If Landlord is unable to deliver the Expansion Area, including the renovation
work to be  completed  as set forth in Exhibit A, to Tenant by September 1, 2002
than Tenant shall have the option to terminate  this Amendment for the Expansion
Area without liability upon 10 days written notice.

8. In all other respects,  except as expressly  modified  herein,  the Lease are
hereby ratified and confirmed.


         IN WITNESS  WHEREOF,  the parties have  hereunto set their hands on the
date first written above.

WITNESS:                                 (Landlord)
                                         FIVE REGENT PARK ASSOCIATES
                                         By: Janfel-JBS Corp., a General Partner

/s/ William Kanter                      By: /s/ Peter Schofel
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ATTEST:                                  (Tenant)
                                         AMERICAN DISEASE MANAGEMENT
                                         ASSOCIATES, LLC


/s/ Barry Posner                        By: /s/ Michael Sicilian
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