Exhibit 10.1

                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT made this 23 day of September, 2003, between G E A P
     corp., as the "Landlord" and PROCYON CORPORATION as the "Tenant" with its
     principal place of business at 1300 Highland Avenue, Clearwater, FL 33756.

     1. PREMISES TO BE LEASED The Landlord, for and in consideration of the
     following conditions, leases to the Tenant, and the Tenant takes and hires
     from the Landlord, the following described premises: consisting of
     approximately 3,800 rentable square feet in the G E A P Center located at
     the below mailing address.

     Mailing address: 1300 Highland Avenue, Clearwater, FL 33756

     2. TERMS OF THE LEASE shall be for three (3) years, with a commencement
     date the later of October 1, 2003 or the date Landlord can delivery
     possession of the Premises. In the event the commencement date is not
     delayed, this lease shall expire on November 31, 2006. The term shall not
     be less than 36 consecutive months, commencing on the commencement date.
     This lease will end on the last day of the 36th month after commencement
     date.

     A. During the lease term of the 36 months period or the extended period the
     lessee will have the option of the first right of refusal to purchase the
     building. IF another buyer will show interest to purchase the building the
     lessee will have ten (10) days to answer tin writing to the lessor if he
     will exercise the option to purchase the building.

     3. RENT under this lease will be payable as follows:

     A. Upon execution of this lease the rent for the month of January 1, 2003,
     base rent of $2,533.33 CAM of $950.00, plus sales tax of $2.66.00 of
     Security Deposit of $3,727.16 for a total amount of $7,454.33 shall be
     paid.

     B. A monthly rental amount of $3,727.16 including sales tax at current
     applicable percentage rate is due on the first day of February 2004 and the
     first day of each succeeding month thereafter during the lease term and as
     adjusted in paragraph C. If the lease commences on any day other than the
     first of the month, the rental for the next preceding month, i.e., the
     above month shall be based on the actual days of occupancy of the first
     month of the term of this lease. In the event Tenant fails to pay the
     current monthly rental on or before the 10th of the month, Tenant shall pay
     a late charge of 10% of the monthly rental as additional rent charge.

     RENT ALLOCATION:

               Base Rent                          $ 2,533.33
               Common Area Maintenance            $   950.00
               Tax Proration
               Insurance Proration
                        Other
     Sales Tax                          $243.83
                                        -------

                           Total                  $3,727.16
                                                  ---------

     C. RENT ADJUSTMENT During the term of this lease and any extension thereof,
     the rent will be adjusted annually beginning with the commencement date and
     at each succeeding 12-month period. The rent will be increased in
     accordance with the scheduled in Exhibit "B".

     Rent may be paid by Lessee or by an assignee of Lessee or by a subtenant,
     such having been approved by the Lessor. Consent shall not be unreasonably
     withheld. It is understood that applicable sales and use tax be paid by the
     Lessee for each installment under the original term and any extended term
     periods.

     D. EXTENDED TERM PERIODS Lessee shall have the option to extend this lease
     for one (1) successive extended term period of Three (3) years, if Lessee
     notifies Lessor, in writing, no later than ninety (90) days prior to the
     end of the original lease term, that Lessee elects to extend said term, and
     in such event that notice is not given to Lessor, then this Lease shall
     expire in accordance with terms and conditions contained herein. Rate to be
     negotiated to then market rates.

     E. ADDITIONAL RENT In addition to the base rent, Lessee shall pay as
     additional rent his prorated share of: (a) all real estate taxes and
     assessments assessed, imposed or levied against GEAP CORP. (of which
     Lessee's premises are a part) during any fiscal tax year which occurs
     wholly or party during the term of the lease; (b) all insurance including
     liability, fire and casualty on the building and common areas of the Plaza;
     (c) all common area maintenance charges including but not limited to
     parking lot repair and maintenance, law service, common area lighting,
     water, trash removal; and (d) administrative management fee.

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     Lessee further agrees to pay to Lessor as additional rent, each month the
     following amount to cover Lessee's portion of : a) real estate taxes; b)
     insurance; c) common area maintenance; and d) administrative fee:

          Additional Rent is current estimated at - $950.00 per month

     All of the above items shall be billed on a prorated basis for the exact
     amount of such expenses. Such prorata share shall be computed on the basis
     of square footage consisting of approximately 3,800 Rentable square feet
     and billed monthly. Any overages shall be credited to Lessee's next
     statement and any shortages hall be billed to the Lessee. At the time of
     billing, upon request, Lessor shall provide Lessee with copies of all
     invoices or contracts for insurance, parking lot maintenance, law service,
     common area lighting, trash removal, etc., from which Lessee's prorata
     share has been calculated. Adjustments to the above amounts may be made
     from time to time as required.

     4. SALES TAX AND PAYMENT REQUIREMENTS All rents are subject to Florida
     State Sales Tax. All payments will be made to Landlord in advance without
     demand at GEAP CORP., 440 Holly Hill Rd., Oldsmar, Florida 33677, or at
     such other place and to such other person as the Landlord from time to time
     may designate in writing.

     5. SECURITY DEPOSIT At the time of execution of this lease, Tenant will
     deposit with Landlord as security deposit (the "Deposit"), the sum of
     $3,727.16 to be retained by Landlord as security for the performance by
     Tenant of terms, covenants and obligations under this lease. If Tenant
     defaults in the payment of rent or otherwise, Landlord may, without
     prejudice to other Landlord remedies, apply as much of the Deposit as may
     be necessary to compensate Landlord toward payment of rent or other loss or
     damage to Landlord stemming from such default and Tenant shall within ten
     (10) days after notice from Landlord restore the Deposit to its original
     sum. The Deposit, less any amount expended as aforesaid, shall be returned
     to Tenant at the end of the Term.

     6. USE OF THE PREMISES The premises are lease to the Tenant solely for the
     following use and no other use can be made of the premises during the term
     of this lease Professional Office. Tenant shall comply with the Rules and
     Regulations attached hereto, as Exhibit "C" as well as any amended Rules
     and Regulations of the project.

     7. UTILITIES AND TAXES All cost of water, sewer discharge and trash above
     normal would be paid for by Tenant. Tenant will also pay the cost of all
     other utilities, including gas, electric, cable and telephone. If these
     charges are not paid when due, and the Landlord is required to pay same,
     they will be added to subsequent month's rent and shall be collectible from
     Tenant in the same manner as rent. Landlord shall not be liable for damages
     to Tenant's business and/or inventory or for any other claim by Tenant
     resulting from an interruption in utility service. Tenant shall pay and
     hold Landlord harmless from and on account of all claims, occupational
     license requirements, personal property taxes or other obligations
     attributable to the operation of the Tenant's business on the premises. The
     Landlord will timely pay all rental property taxes levied by any authority
     against the premises.

     8. ASSIGNMENT AND SUBLEASE Tenant shall not assign this lease, nor sublet
     the premises, or any part thereof, nor encumber, subject to a security
     interest, nor permit the same or any part hereof to be used for any other
     purpose than as above stipulated in Paragraph 5 with out the prior written
     consent of Landlord. Such assignment shall in no way relieve Tenant from
     any obligations hereunder for the payment of rents or the performance of
     the conditions, covenants and provisions of this lease.

     In no event shall Tenant assign or sublet the leased premises for any
     terms, conditions and covenants other than those contained herein. In no
     event shall this lease be assigned or be assignable by operation or law or
     by voluntary or involuntary bankruptcy proceedings or otherwise, and in no
     event shall this lease or any rights or privileges hereunder be an asset of
     Tenant under any bankruptcy, insolvency or reorganization proceedings.
     Landlord shall not be liable nor shall the leased premises be subject to
     any mechanic's, materialman's or other type liens and Tenant shall keep the
     premises and property in which the leased premises are situated free from
     any such liens and shall indemnify Landlord against and satisfy any such
     liens which may be obtained because of acts of Tenant, notwithstanding the
     foregoing provision.

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     8.1  Option to Buy Out the Building:
          -------------------------------

     The Lessee has the option and the exclusive right to buy the building and
     property after the one year anniversary from the date of the execution of
     this contract. Lessee, at any time after one year anniversary, has the
     right to purchase the property within the period of twenty four (24) months
     and the Lessee and the Lessor agree the purchase price will be $550,000.
     The Lessee shall notify Lessor, in writing, no later than ninety (90) days,
     that he intends to exercise this Option. For the three years only. Lessor
     will credit Lessee $1,000.00 per month to the Purchase price, less three
     (3) months credit of free rent.

     9. ADDITIONS AND ALTERATIONS Tenant shall not make any alterations to the
     premises without the prior written consent of the Landlord. All additions,
     fixtures or improvements which may be made by Tenant, except movable office
     furniture, shall become the property of the Landlord and remain upon the
     premises as part thereof, and shall be surrendered with the premises at the
     termination of this lease.

     10. COMPLIANCE WITH LAWS AND ORDINANCES The Tenant shall promptly comply
     with all statutes, ordinances, rules, orders, regulations and requirements
     to the Federal, Stat and County Government and of any and all their
     departments and agencies applicable to said premises, for the correction,
     prevention and abatement of nuisances or other grievances, in, upon, or
     connected with the premise during the lease term. Tenant shall also
     promptly comply with all rules, orders and regulations of the Southeastern
     Underwriter's Associations for the prevention of fires, at Tenant's own
     expense.

     11. TRASH AND OUTSIDE STORAGE Tenant is responsible for the removal of all
     trash and debris from the operation of the Tenant's business. All trash
     shall be kept in containers with metal tops and their design and location
     on the premises shall be approved by Landlord. Tenant agrees not to store
     any merchandise, crates or materials of any kind outside of leased
     building. Tenant further agrees not to burn trash or other substances on
     the lease premises. All trash will be deposited by Tenant into dumpsters
     provided by the Landlord.

     12. FIRE/HAZARD INSURANCE During the term of this lease, the Landlord shall
     insure the building within which said premises are located, and provide
     insurance coverage for fire, extended coverage, liability, vandalism and
     malicious mischief. The Landlord shall pay the premiums based on the
     minimum insurance rating for the type of construction involved. Tenant
     shall provide insurance coverage for fire, hazard, extended coverage and
     Tenant's personal property, fixture, equipment and Tenant improvements.

     13. INCREASES IN INSURANCE At any time during the lease period, should the
     rate of insurance for coverage described in Paragraph 12 above, increase by
     reason of the Tenant's business and/or character of operations carried on
     upon the premises by the Tenant, then the Tenant agrees to reimburse
     Landlord within five (5) days after notice, the full amount of any such
     increase or extra premium.

     14. CASUALTY If leased property is damaged by fire or other casualty,
     Landlord shall rebuild and repair with reasonable diligence. The rent
     payable under this lease shall abate in proportion to the impairment of the
     use that can be reasonably be made of the premises for the purpose
     permitted by the lease. Landlord shall not be obligated to repair or
     replace Tenant's personal property, fixtures, equipment and/or Tenant
     improvements. IF premises are totally damaged or rendered wholly untenable
     by fire or other casualty, or if substantial casualty loss occurs during
     the last 12 months of the lease term, Landlord shall have the option to
     terminate this lease upon written notice without further obligation to
     Tenant. Tenant agrees that it shall have no interest in any amounts paid by
     an insurance company to Landlord due to fire or other casualty loss.

     15. INDEMNITY; LIABLITY INSURANCE The Tenant agrees to indemnify and hold
     Landlord harmless from and against any and all claims for damages or
     injuries to goods, merchandise and property, and for any personal injury or
     loss of life in, upon, or in connection with the premises during the term
     of the lease or while Tenant is occupying the premises. Tenant agrees to
     carry liability insurance in the amount of $1,000,000 each occurrence,
     bodily injury, and $200,000 each occurrence, property damage. Upon
     occupancy of the premises, the Tenant agrees to furnish evidence of such
     insurance coverage in the form of a Certificate of Insurance naming the
     Landlord as Additional Insured. Upon failure of the Tenant to provide such

<PAGE>


     evidence within five (5) days of occupancy, the Landlord shall have the
     option to cancel this lease or to obtain and pay for such insurance, and in
     the latter event, the cost of such insurance shall be added to and become
     part of the rent due.

     16. PROPERTY DAMAGE All personal property including trade fixtures placed
     or moved in the premises shall be at the risk of the Tenant; and Landlord
     shall not be liable for any damage to said property or to Tenants arising
     from any cause including, but not limited to, bursting or leaking of water
     or soil pipes or flood damage or water leaking whatsoever or from any act
     of negligence of any tenant or occupant of the building or any other
     person.

     17. DEFAULT OF RENT; LANDLORD REMEDIES Tenant agrees to pay the rent at the
     times and in the manner provided. Should said rent herein provided at any
     time remain due and unpaid for a space of ten (10) days after the same
     shall become due, the Landlord shall have all lawful rights and remedies as
     a Landlord available to it, including the right of distraint.

     18. DEFAULT OF OTHER OBLIGATIONS; LANDLORD REMEDIES In addition to failure
     of Tenant to make payments of rent as prescribed in this lease, the
     following shall be an event or events of defaults under this lease: Failure
     to Tenant to perform any other of its covenants or obligations under this
     lease within ten (10) days after written notice of such failure from
     Landlord to Tenant.

     Upon the occurrence of one or more events of default hereunder, Landlord
     may at its election, enforce any one or a combination of the following
     remedies: (A) Landlord may maintain an action for damages and/or injunctive
     relief for the breach or breaches committed by Tenant with or without
     terminating this lease; (B) Landlord may terminate this lease and reenter
     and retake possession of the premises and all additions thereto, but this
     shall be without prejudice to the Landlord's right to collect past due
     installments of rent and other sums remaining unpaid under the terms of
     this lease and any other damages existing when said termination becomes
     effective; (C) Landlord may remedy default without terminating this lease,
     in which event Tenant shall reimburse Landlord for sums reasonably expended
     in so doing within five (5)* days of receipt of notice, and Landlord, in
     taking such action, shall not be deemed to have waived the default or
     elected an exclusive remedy.

     19. LIEN ON LEASEHOLD A lien is hereby granted by the Tenant, and expressly
     reserved by the Landlord, upon the terms of this lease for the payment of
     rent and also for the satisfaction of any cause or action which may accrue
     to said Landlord by the provisions of this lease. This lien is expressly
     reserved by the Landlord and granted by the Tenant upon any and all
     fixtures, furniture goods and chattels of the Tenant erected or put in
     place or may be erected or put in place. Tenant agrees that said lien may
     be enforced by distress, foreclosure or otherwise at the election of the
     Landlord.

     20. ABANDOMMENT OF PREMISES If the Tenant shall permanently abandon or
     vacate the premises before the end of the term of this lease, the Landlord
     may at his option: (A) declare the entire unpaid balance of the accrued
     total rental for the full term of this lease immediately due and payable,
     and bring action to collect the same, if necessary; and/or (B) cancel this
     lease and enter and take possession of the premises with notice to the
     Tenant. The Landlord shall mitigate the damages caused by the Tenant's
     breach of this lease in a reasonable manner but shall not be under a duty
     to relet Tenant's premises ahead of other similar and available premises of
     Landlord. All trade fixtures, equipment, furniture, inventory, effects,
     alternations, additions, and improvements not removed will be deemed
     conclusively to have been abandoned and may be appropriated, sold, stored,
     destroyed, or otherwise disposed of by Landlord without notice to Tenant or
     any other person and without obligation to account for them.

     21. BANKRUPTCY, INSOLVENCY If the Tenant shall become insolvent or if
     bankruptcy proceedings shall be begun by or against the Tenant before the
     end of said term, the Landlord is hereby authorized at his option, to
     cancel this lease, as for a default. Landlord may elected to accept rent
     from such receiver, trustee, or other judicial officer during the term of
     their occupancy in their fiduciary capacity without affecting Landlord's
     rights as contained in this contract, but no receiver, trustee or other
     judicial officer shall ever have any right, title or interest in or to the
     above described property by virtue of this contract.

<PAGE>


     22. COST OF LITIGATION In the event of the default in the payment of any
     items of rent due hereunder, or of breach of any other of the covenants or
     obligations hereunder, the breaching party agrees to pay the cost of
     collection and/or litigation, including reasonable attorney's fees,
     incurred by the other party.

     23.BINDING ON SUCCESSORS All provisions of this contract shall be binding
     on both parties and the assigns, heirs, administrators, legal
     representatives, executors or successors of the Tenant and the Landlord.

     24. ADVERTISING AND SIGNAGE Landlord will install signs at Tenant's owns
     expense. Signs will conform to signage program established by Landlord.
     Tenant agrees to pay for such signage upon installation and charges will be
     considered as "work done on premises" as outlined in Paragraph 27 of this
     lease. Tenant specifies that the name to be placed on this signage will
     OFFICE.

     All other identification signs or other signage displayed on the exterior
     of the building by Tenant must have prior written approval of Landlord. All
     signage will be maintained by Tenant.

     25. WRITTEN NOTICE It is agreed between the parties hereto that written
     notice, by certified receipt, mailed to the premises leased hereunder shall
     constitute sufficient notice to the Tenant, and written notice mailed, by
     certified receipt, to the Landlord shall constitute sufficient notice to
     the Landlord to comply with the terms of this lease.

     26. CUMULATIVE RIGHTS The rights of the Landlord under this lease shall be
     cumulative, and failure on the part of the Landlord to exercise promptly
     any right given hereunder shall not operate to forfeit any of the said
     rights.

     27. CHARGES FOR WORK ON PREMISES It is further understood and agreed
     between the parties hereto that any charges against the Tenant by the
     Landlord for services or for work done on the premises by order of the
     Tenant or otherwise accruing under this contract shall be considered as
     rent due and shall be included in any lien for rent due and unpaid.

     28. COMDEMNATION If the whole or any part of the premises shall be taken by
     any public authority under the power of eminent domain, then the term of
     this lease shall cease on the part so taken from the day of possession of
     that part shall be required for any public purpose, and the rental shall be
     reduced in proportion to the square footage of Tenant's premise taken.
     Thereafter, all provision of this lease shall remain in effect. All
     afterwards and compensation for condemnation shall be the property of the
     Landlord, and Tenant hereby assigns to the Landlord all of Tenant's rights,
     title and interest in any such awards, including, without limitation, any
     award for the value of the unexpired portion of the term of the lease.
     Tenant shall be entitled to claim such aware allowable for its trade
     fixtures or loss of business, but only if such award shall not result in a
     reduction of the award or compensation made by it to Landlord.

     29. RIGHT OF ENTRY The Landlord, or any of his agents, shall have the right
     to enter said premises during all reasonable hours, to examine the same to
     make such repairs, additions, or alterations as may be deemed necessary for
     the safety, comfort, or preservation thereof, or of said building, or to
     exhibit said premises, and to put or keep upon the doors or windows
     thereof, a notice, "FOR RENT" at any time within sixty (60) days before the
     expiration of this lease. The right of entry shall likewise exist for the
     purpose of removing placards, signs, fixtures, alterations or additions
     which do not conform to this agreement or to the rules and regulations of
     all government codes.

     30. PREMISES AND RESTORING PREMISES TO ORIGINAL CONDITION Tenant hereby
     accepts premise by written agreement at time of occupancy as per Exhibit B
     and Tenant agrees to maintain said premises in the same condition, order
     and repair as they are at the commencement of said term excepting only
     reasonable wear and tear arising from the use thereof under this agreement.
     Tenant agrees to make good to said Landlord upon demand any damage to:
     Water apparatus, electric lights, doors, including windows, any fixtures,
     appliances, front door, or the interior of said premises.

     In the event Landlord pays any monies required to be paid by Tenant
     hereunder, Landlord shall demand repayment of same from Tenant and Tenant
     shall make such payment within (5) five days of receipt of said demand.

<PAGE>

     Tenant's failure to make such repayment within the (5) five day period
     shall constitute a default under the terms of this lease and Landlord may
     elect enforcement remedies as outlined in Paragraph 18.

     31. PARKING Landlord covenants and agrees to provide a reasonable amount of
     free parking for use by Tenant's employees and visitors on Landlord's
     parking area. Tenant may be required to utilize off-site parking when
     parking demand exceeds available on-site parking Tenant may not park
     vehicles overnight without the express written authorization of the
     Landlord.

     32. MAINTENANCE BY LANDLORD Landlord shall maintain all common areas
     including parking and landscaping and exterior of building except as
     required by Tenant (front door, glass, windows) and roof in good order,
     condition and repair, but shall not be liable for water damage except if
     due to Landlord's willful acts and if not insured by Tenant. Tenant will be
     responsible for all maintenance and repair for the interior of the demised
     premises, including but not limited to plumbing fixtures, carpets,
     woodwork, ceiling lights, doors etc..

     33. SUBORDINATION This lease is subject and subordinate in all respects to
     all matters of record and all mortgages, any of which may now or thereafter
     be placed on or affected such leases and/or the real property of which the
     premises are a part, or any part of such real property, and /or Landlord's
     interest or estate therein, and to each advance made and/or hereafter to be
     made under such mortgages, and to all renewals, modifications
     consolidations, replacements and extensions thereof and all substitutions
     thereof. This Paragraph shall be self-operative and no further instrument
     of subordination shall be required. In confirmation of such subordination,
     Tenant shall execute and delivery promptly any certificate that Landlord
     and/or any mortgagee and/or their respective successor in interest may
     request.

     34. ATTORNMENT Without limitation of any of the provisions of this lease,
     if any mortgage shall succeed to the interest of Landlord by reason of the
     exercise of its rights under such mortgage (or the acceptance of voluntary
     conveyance in lieu thereof) however caused, then such successor may, at its
     option, to be exercised by the giving of written notice to the Tenant of
     its desire to do so, succeed to the interest of Landlord under this lease.
     In such event, the Tenant shall attorn to such successor and shall be and
     become bound directly to such successor in interest to Landlord to perform
     and observe all the Tenant's obligations under this lease without the
     necessity of the execution of any further instrument. Nevertheless, Tenant
     agrees at any time, and from time to time during the term thereof, to
     execute a suitable instrument in confirmation of Tenant's agreement to
     attorn.

     35. POSSESSION If this lease is executed before the premises herein become
     ready for occupancy and Landlord cannot acquire and/or delivery possession
     of the herein leased premises as per Exhibit "B" by the time the term of
     this lease is fixed herein to begin, Tenant waives any claim for damages
     due to such delay and Landlord waives the payment of any rental until
     Landlord delivers possession to Tenant. Rent will commence on or after
     commencement date of lease as specified in paragraph 2.

     36. BROKER Advanced Realty Group, Inc. are the sole real estate brokers in
     this transaction and neither the Seller nor the Buyer has engaged any other
     broker. In the event a transaction is consummated between the parties,
     Landlord shall pay real estate commission.

     37. VERFICATION OF CREDIT This lease is subject to verification of credit
     by Landlord. Anytime up through and including five (5) calendar days from
     date of this lease, Landlord has option to cancel this lease based upon
     Tenant's unsatisfactory credit rating or information at discretion of
     Landlord. In the event of such cancellation, all deposit monies will be
     returned to Tenant within five (5) days and both parties will be relieved
     from any further obligations under this lease. If Landlord does not send
     cancellation noticed by day designated, this lease shall continue to be in
     full force and effect.

     38. HOLDOVER Tenant will have no right to remain in possession of all or
     any part of the Premises after the expiration of the term. IF Tenant
     remains in possession of all or any part of the Premises after the
     expiration of the term, with the express or implied consent of Landlord:
     (a) such tenancy will be deemed to be a periodic tenancy from
     month-to-month only; (b) such tenancy will not constitute a renewal or
     extension of this Lease for any further term; and (c) such tenancy may be
     terminated by Landlord upon the earlier of thirty (30) days prior written
     notice or the earliest date permitted by law. In such event, monthly base
     rent will be increased to an amount equal to one hundred fifteen percent
     (150%) of the monthly base rent payable during the last month of the term,

<PAGE>


     and any other sums due under this Lease will be payment in the amount and
     at the times specified in this Lease. Such month-to-month tenancy will be
     subject to every other term, condition and covenant contained in this
     lease.

     39. QUIET ENJOYMENT Landlord covenants and agrees that Tenant, on paying
     said monthly rent and performing the covenants herein shall and may
     peaceably and quietly hold and enjoy the leased premises and common areas,
     including, but not limited to, parking area, sidewalks, entrances and exits
     for the term aforesaid.

     40. EQUPIMENT Landlord covenants and agrees that all furnishings and
     equipment installed on the leased premises shall be removable by Tenant at
     the termination of the lease free of all claims of the Landlord provided
     the Tenant shall remain current upon all of the obligations contained in
     the said lease, entered into herein by and between the parties hereto, and
     provided the Tenant upon termination of the said lease shall not be in
     default of any of the terms contained therein. However, the Landlord shall
     have the option to require Tenant to restore all or part of the premises to
     its original condition prior to Tenant making custom modifications to the
     walls, floors, plumbing, etc.. Tenant covenants and agrees to make such
     said restorations at their own cost, in a workmanship manner and within
     thirty (30) days from vacating the premises. All trade fixtures, equipment,
     furniture, inventory, effects, alternations, additions, and improvements
     not so removed will be deemed conclusively to have been abandoned and may
     be appropriated, sold, stored, destroyed, or otherwise disposed of by
     Landlord without notice to Tenant or any other person and without
     obligation to account for them.

     This lease sets forth all agreements, conditions and representations
     between Landlord and Tenant concerning the premises and there are no
     promises, agreements or representations either written or oral, other than
     set forth herein.


     EXHIBITS:
     ---------
     Exhibit "A": Outline of lease premises on site plan.
     Exhibit "B": Addendum
     Exhibit "C": Rules and regulations of the project.
     Exhibit "D": Radon Disclosure

     IN WITNESS WHEREOF, the parties have executed this instrument for the
     purpose expressed the day and year written above.

     Signed in the presence of:

     As to Tenant                                    TENANT WITNESS:

     /s/  John C. Anderson, President
     --------------------------------
          John C. Anderson
          "TENANT" PROCYON CORP.


      As to Landlord
                                                     LANDLORD WITNESS
      /s/  George Pavlakos, President
      -------------------------------
           George Pavlakos

     Rental payment check may payable to:

          G  E A P, CORP.

     Mail rental payments to:
     ------------------------
     G E A P, CORP.
     440 Holly Hill Rd
     Oldsmar, FL  33677