U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                   Form 10-QSB


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended: March 31, 2004

Commission File Number: 0-11596


                     MEDICAL MAKEOVER CORPORATION OF AMERICA
                  --------------------------------------------
                 (Name of small business issuer in its charter)


     Delaware                                               20-0799349
-----------------------------------------           ----------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                              Identification No.)


500 Australian Avenue South
Suit 619
West Palm Beach, Florida                                        33401
-----------------------------------------           ----------------------------
(Address of principal executive offices)                    (Zip Code)


Issuer's Telephone number: (561) 651-4146


                            Cactus New Media I, Inc.
                  --------------------------------------------
                            Former Name if Applicable


Securities registered under Section 12(b) of the Exchange Act:

                                                    Name of each exchange on
       Title of each class                                which registered

             None                                             None
-----------------------------------------           ---------------------------



<PAGE>



     The Registrant has filed all reports  required to be filed by Section 13 or
15(d) of the Securities  Exchange Act of 1934 during the preceding 12 months and
has been subject to such filing requirements for the past 90 days.


Transitional small business disclosure format (Check one):

Yes [_]  No [X]


     As of April 30, 2004, there were  approximately  46.5 million shares of the
Registrant's common stock (par value $0.001) outstanding.














<PAGE>


                                      INDEX

                         PART I. - FINANCIAL INFORMATION

Item 1    Consolidated Financial Statements (Unaudited)

          Balance Sheets as of March 31, 2004 and December 31, 2003

          Statements of Operations for the three months ended March 31, 2004 and
          March 31, 2003 and the period from inception  (March 29, 1999) through
          March 31, 2004

          Statements of Cash Flows for the three months ended March 31, 2004 and
          March 31, 2003 and the period from inception  (March 29, 1999) through
          March 31, 2004

          Notes to Consolidated Financial Statements

Item 2    Management's Discussion and Analysis or Plan of Operations

Item 3    Controls and Procedures


                          PART II. - OTHER INFORMATION

Item 1    Legal Proceedings

Item 2    Changes in securities,  use of proceeds and small  business  issuer of
          equity securities

Item 3    Defaults upon senior securities

Item 4    Submission of matters to a vote of security holders

Item 5    Other information

Item 6    Exhibits and reports on Form 8-K

Signatures




<PAGE>



                         PART I. - FINANCIAL INFORMATION

Item 1    Consolidated Financial Statements (Unaudited)


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                           Consolidated Balance Sheets





                                                                              March 31, 2004     December 31, 2003
                                                                            ------------------  -------------------
                                                                               (unaudited)
<S>                                                                         <C>                  <C>
                                   ASSETS
CURRENT ASSETS
  Cash                                                                      $              162   $              162
                                                                            ------------------   ------------------

          Total current assets                                                             162                  162
                                                                            ------------------   ------------------

Total Assets                                                                $              162   $              162
                                                                            ==================   ==================

                    LIABILITIES AND STOCKHOLDERS' EQUITY (Deficit)
CURRENT LIABILITIES
  Accounts payable       $ - 0 - and $86,701 to related parties             $            5,000   $          179,593
                                                                            ------------------   ------------------

          Total current liabilities                                                      5,000              179,593
                                                                            ------------------   ------------------

Total Liabilities                                                                        5,000              179,593
                                                                            ------------------   ------------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.0001 par value, authorized 10,000,000 shares;
      0 issued and outstanding                                                               0                    0
  Common stock, $0.0001 par value, authorized 200,000,000 shares;
      46,507,500 and 1,507,500 issued and outstanding at
      March 31, 2004 and December 31, 2003 respectively                                  4,651                  151
  Additional paid-in capital                                                           240,849               28,349
  Deficit accumulated during the development stage                                    (250,338)            (207,931)
                                                                            ------------------   ------------------

          Total stockholders' equity (deficit)                                          (4,838)           (179,431)
                                                                            ------------------   ------------------

Total Liabilities and  Stockholders' Equity (Deficit)                       $              162   $              162
                                                                            ==================   ==================
</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                  F-1


<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                      Consolidated Statements of Operations



                                                                                                        From
                                                                       Three Months Ended          March 29, 1999
                                                                            March 31,               (Inception)
                                                                 -------------------------------       through
                                                                       2004            2003         March 31, 2004
                                                                 ----------------  -------------   ----------------
                                                                    (unaudited)    (unaudited)       (unaudited)


<S>                                                              <C>              <C>             <C>
Revenues                                                         $            100 $         300   $         37,210
                                                                 ----------------  -------------   ----------------

Expenses
   Consulting                                                                   0              0              1,100
   Contract labor                                                               0              0              1,018
   Interest to a related party                                                  0            300              5,600
   Internet services                                                          100            300             32,792
   Licenses and taxes                                                           0              0              1,434
   Management fee to related party                                            407          3,000             56,407
   Office                                                                       0              0              8,057
   Non-cash compensation                                                   37,000              0             37,000
   Professional fees                                                        5,000          3,000            143,580
   Rent to related party                                                        0             30                560
                                                                 ----------------  -------------   ----------------

   Total expenses                                                          42,507          6,630            287,548
                                                                 ----------------  -------------   ----------------

Net loss                                                         $        (42,407) $      (6,330)  $       (250,338)
                                                                 ================  =============   ================

Loss per weighted average common share                           $         (0.00)  $      (0.00)
                                                                 ================  =============

Number of weighted average common shares outstanding                  27,963,500       1,507,500
                                                                 ================  =============
</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                  F-2


<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                      Consolidated Statements of Cash Flows


                                                                                                        From
                                                                     Three Months Ended            March 29, 1999
                                                                         March 31,                   (Inception)
                                                              --------------------------------         through
                                                                   2004             2003           March 31, 2004
                                                              ---------------   --------------   ------------------
                                                                (unaudited)      (unaudited)         (unaudited)
<S>                                                           <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                      $       (42,407)  $       (6,330)  $         (250,338)
Adjustments to reconcile net loss to net cash used by
operating activities:
        Stock and warrants issued for services                         37,000                 0              40,500

Changes in operating assets and liabilities
        Increase (decrease) in accrued liabilities                  ( 174,593)           6,330                5,000
                                                              ---------------   --------------   ------------------


Net cash used by operating activities                               ( 180,000)               0            ( 204,838)
                                                              ---------------   --------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                180,000                0              205,000
                                                              ---------------   --------------   ------------------

Net cash provided by financing activities                             180,000                0              205,000
                                                              ---------------   --------------   ------------------

Net increase (decrease) in cash                                             0                0                  162
                                                              ---------------   --------------   ------------------

CASH, beginning of period                                                 162              101                    0
                                                              ---------------   --------------   ------------------

CASH, end of period                                           $           162   $          101   $              162
                                                              ===============   ==============   ==================
</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                  F-3


<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements
                  (Information with regard to the three months
                   ended March 31, 2004 and 2003 is unaudited)


(1) Nature of Business

Medical  Makeover  Corporation of America (f/k/a Cactus New Media I, Inc.) ("the
Company")  was  incorporated  on March 29, 1999,  under the laws of the State of
Delaware.  The Company's business activities to date have primarily consisted of
the formation of a business plan for internet link exchanges in connection  with
internet banner advertising and implementation  thereof.  The Company originally
intended  to become  active  in  internet  entertainment  services  through  the
registration of internet domains with InterNIC, and engage in the development of
proprietary  software  and  services  designed  to support  and  facilitate  its
internet services. In February 2004, subsequent to a change of control (see note
4), management  decided to enter the medical  makeover/anti-aging  industry.  In
March 2004,  the Company  changed its name to Medical  Makeover  Corporation  of
America and decided to form a Florida subsidiary  corporation also named Medical
Makeover  Corporation  of America to transact  the  medical  makeover/anti-aging
business in the State of Florida.  All  intercompany  transactions  and balances
have been eliminated in consolidation.

The Company is considered to be in the development  stage,  and the accompanying
financial statements represent those of a development stage company.


(2) Basis of Presentation

The accompanying  unaudited condensed  consolidated  financial statements of the
Company have been prepared in accordance  with accounting  principles  generally
accepted in the United States of America for interim  financial  information and
with the  instructions to Form 10-QSB for quarterly  reports under Section 13 or
15 (d) of the Securities Exchange Act of 1934. Accordingly,  they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  considered  necessary  for a fair
presentation  have been included and such  adjustments are of a normal recurring
nature.  Operating  results  for the three  months  ended March 31, 2004 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2004. The audited financial  statements at December 31, 2003, which
are included in the Company's  Annual  Report on Form 10-KSB,  should be read in
conjunction with these condensed consolidated financial statements.

(3) Significant Accounting Policies

     a) Use of Estimates:  The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
materially from those estimates.

     b) Start-Up Costs:  Costs of start-up  activities,  including  organization
costs, are expensed as incurred,  in accordance with Statement of Position (SOP)
98-5.



                                                                             F-4


<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

     c) Loss per share:  Basic loss per share excludes  dilution and is computed
by dividing the loss attributable to common shareholders by the weighted-average
number of common  shares  outstanding  for the  period.  Diluted  loss per share
reflects  the  potential  dilution  that  could  occur  if  securities  or other
contracts to issue common stock were exercised or converted into common stock or
resulted  in the  issuance of common  stock that  shared in the  earnings of the
Company.  Diluted loss per share is computed by dividing  the loss  available to
common  shareholders by the weighted average number of common shares outstanding
for  the  period  and  dilutive   potential  common  shares  outstanding  unless
consideration  of  such  dilutive   potential  common  shares  would  result  in
anti-dilution.  Common stock  equivalents were not considered in the calculation
of diluted loss per share as their effect would have been  anti-dilutive for the
periods ended March 31, 2004 and 2003.

     d) Income  Taxes:  The  Company  accounts  for income  taxes  according  to
Statement of Financial  Accounting  Standards  (SFAS) No. 109,  "Accounting  for
Income Taxes".  Under the liability method  specified by SFAS No. 109,  deferred
income  taxes are  recognized  for the  future  tax  consequences  of  temporary
differences  between the financial  statement  carrying amounts and tax bases of
assets and liabilities.


(4) Stockholders' Equity (Deficit)

The Company has the authority to issue 10,000,000 shares of preferred stock, par
value  $0.0001  per  share,  which  may be  divided  into  series  and  with the
preferences,  limitations  and  relative  rights  determined  by  the  Board  of
Directors.  At March 31,  2004,  no  preferred  stock  shares  were  issued  and
outstanding.

In October 2003, the Company amended its certificate of organization to increase
the authorized  shares of common stock to  10,000,000,000  and effectuated a 100
for 1 reverse  stock split of the Company's  common stock.  All dollar and share
amounts have been adjusted to reflect this split.

On February 6, 2004,  the Company sold  22,500,000  shares of restricted  common
stock to Gala Enterprises Ltd, a Belize  Corporation,  for $90,000,  which funds
were used to pay certain  existing  accounts  payable.  On February 8, 2004, the
Company  issued  9,301,300 of shares of restricted  common stock to two officers
for  compensation  with a value of  $37,000  and in  consideration  of such Gala
Enterprises Ltd. surrendered to treasury 9,301,300 shares.

On February 10, 2004, the Company issued  22,500,000 shares of restricted common
stock in exchange for the assumption of $90,000 in existing  accounts payable to
outside investors.


(5) Income Taxes

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The Company had net  operating  loss carry-  forwards  for income tax
purposes of approximately  $208,000  expiring in various years from 2019 through
2024.  Due to the change in ownership in February  2004,  the net operating loss
carryforwards  are subject to substantial  restrictions and may only be utilized
to  offset  approximately  $7,000  of  annual  taxable  income  as  well  as any
unrealized appreciation on assets existing at the time of the ownership change.

Deferred tax assets are reduced by a valuation  allowance  if, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be  realized.  Management's  valuation  procedures  consider
projected utilization of deferred tax assets prospectively over the next several
years,  and  continually  evaluate  new  circumstances  surrounding  the  future
realization of such assets.  The difference  between income taxes and the amount
computed by applying the federal  statutory  tax rate to the loss before  income
taxes is due to an increase in the deferred tax asset valuation  allowance.  The
valuation allowance at March 31, 2004 is 100%.



                                                                             F-5

<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements



(6) Related Parties

     a) Office lease:  The Company leased its office facility on an annual basis
from a  company  related  by  virtue of common  ownership.  Total  rent  expense
amounted to $0, $30 and $560 for the quarters  ended March 31,  2004,  March 31,
2003 and the period from  inception  (March 29,  1999)  through  March 31, 2004,
respectively.

     b) Management Fees: The Company contracted an affiliate,  related by virtue
of common ownership,  for management and consulting  services amounting to $407,
$3,000 and $56,407 for the quarters ended March 31, 2004, March 31, 2003 and the
period from inception (March 29, 1999) through March 31, 2004, respectively.  In
addition, the Company incurred interest expense amounting to $0, $300 and $5,600
for the  quarters  ended  March 31,  2004,  March 31,  2003 and the period  from
inception  (March 29,  1999)  through  March 31,  2004  respectively,  for those
services.

     c) Website fees: The Company earned revenues of $100, $300 and $37,210, and
incurred expenses of $100, $300 and $17,225 relating to website trafficking fees
to other  website  companies,  related  by virtue of common  ownership,  for the
quarters  ended March 31,  2004,  March 31,  2003 and the period from  inception
(March 29, 1999) through March 31, 2004, respectively.


(7) Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company's  financial position and
operating  results  raise  substantial  doubt  about the  Company's  ability  to
continue  as a  going  concern,  as  reflected  by  the  net  loss  of  $250,338
accumulated from March 29, 1999 (Inception)  through March 31, 2004. The ability
of the Company to  continue  as a going  concern is  dependent  upon  commencing
operations,   developing  sales  and  obtaining   additional  capital  and  debt
financing. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going  concern.  The Company
is  currently  seeking  additional  capital  to allow it to  begin  its  planned
operations, and in May 2004, the Company sold 400,000 shares of common stock for
$200,000.


(8) Lease commitment

In May 2004,  the Company  entered into a leasing  agreement  for its new office
facilities for a term of (36) thirty-six months.

Minimum  annual lease  payments  under the  operating  lease  obligation  are as
follows:

               December  2004                     $  13,428
               December  2005                     $  23,498
               December  2006                     $  24,648
               December  2007                     $  25,320



<PAGE>



Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Forward-looking statements

     This Form 10-Q  contains  statements  that are  forward-looking  statements
within the meaning of the federal  securities laws,  including  statements about
our  expectations,  beliefs,  intentions  or  strategies  for the future.  These
statements  involve known and unknown risks and  uncertainties,  including risks
resulting  from the  environment  in  which  we  operate,  economic  and  market
conditions,   competitive  activities,  other  business  conditions,  accounting
estimates,  and the risk factors set forth in this Form 10-Q. These risks, among
others,  include  those  relating  to our  ability  to  successfully  market and
generate  patient  volume,  the  Company's  ability to maintain  contracts  with
physicians and other medical providers at favorable rates, and any lawsuits that
may  arise in the  course of doing  business.  Our  actual  results  may  differ
materially from results anticipated in our forward-looking  statements.  We base
our forward-looking  statements on information currently available to us, and we
have no current  intention  to update these  statements,  whether as a result of
changes  in  underlying  factors,  new  information,   future  events  or  other
developments.

Results of operations

     For the  quarter  ended  March 31,  2004,  we  experienced  no  significant
operating activities.

Net Operating Revenues

     There were not significant  operations or operating revenue in the relevant
period.

Operating Expenses and Charges

     The  significant  operating  expenses for the quarter  ended March 31, 2004
included  $37,000 in non-cash  compensation  related to the issuance of stock to
two officers as compensation and $5,000 in legal fees related to the structuring
and operations of the Company.

Business Plan and Strategy

     Medical Makeover Corporation of America,  Inc. will provide a comprehensive
approach to looking  and  feeling  better  through  the  modalities  of cosmetic
plastic surgery, dermatologic surgery, cosmetic dentistry, hairstyling, fashion,
and makeup services.

     The Company is targeting  the 35 million  Americans  between the ages of 35
and 75 who are conscious of their  appearance,  general  health,  and impression
towards the public.  Certain of the  Company's  shareholders  have  analyzed the
Medical Makeover  marketplace and have observed  tremendous  market  penetration
worldwide. The Company believes that the market for Total Medical Makeovers will
expand  exponentially,  driven by two dynamics:  1) the aging of the  population
with a vast number of "baby  boomers"  reaching  mid-life;  and 2) the  stunning
popularity of reality shows such as "Extreme Makeover".

     The  focus  of the  business  plan  is to  create  a  contracted  panel  of
professionals  serving the  specialties  listed  above who will,  under  written
agreement,  provide  the  above  listed  services  at  a  discounted  rate  from
traditional  pricing.  They will be motivated to enter into these  relationships
because of the  Company's  marketing  efforts  and  planned  efforts to generate
customer  volume.  By contracting with this panel of  professionals,  and having
them provide services in their traditional  facilities (office,  surgery center,
or hospital), the Company will be able to maintain a low fixed cost position and
focus its resources on marketing and sales.

     The  Company  intends  to rely  heavily  on TV  commercials  consisting  of
30-second spots in the South Florida Market in order to promote services.  These
commercials,  coupled with a strong brand  building  effort,  will both generate
customer volume as well as create a favorable market position in preparation for
competition with future market entries.

     Objectives

     1.   To be the  first  company  in the  United  States  that  will  provide
          comprehensive and coordinated makeover services.
     2.   To open our first  corporate  offices  and  center on or about June 1,
          2004.
     3.   To  contract  with  plastic  surgeons,  dermatologists,  and  cosmetic
          dentists  who  will  participate  under  written  agreement,  with our
          company (first contracts have already been signed).
     4.   To  set  the  "Gold  Standard"  for  comprehensive  makeover  services
          utilizing  only  board  certified,   well  respected   physicians  and
          dentists.
     5.   To provide  services in the  physicians'  offices,  licensed  surgical
          outpatient  centers,  and  hospitals,   as  well  as  established  and
          prestigious salons and spas.
     6.   To  monitor  all  patients  by both a  physician  and the staff of the
          center who will  coordinate the different  procedures over a period of
          time  to meet  the  patient's,  physicians,  and  medically  necessary
          schedules.
     7.   The Company has entered into an affiliation agreement with a financial
          lender  whose   specializes   in  providing   financing  for  cosmetic
          procedures.
     8.   To develop Makeover Gift Certificates for prepayment of services.

     We  anticipate  a  ramp-up  period  of six  months  during  which we expect
approximately  60 calls per day,  increasing to 120 calls per day. Of these,  we
expect  one-third,  or an average of 20  appointments  will be scheduled and our
success rate will move from 5% to 30% of these appointments becoming sales.

     After successfully proving our concept in our test market of South Florida,
it is our intention to open two new markets: New York City and Los Angeles.

Management Team

Dr. Leonard I. Weinstein

     The company has engaged Dr.  Leonard I.  Weinstein as  President,  CEO, and
Chairman of the Board. Dr. Weinstein has recently executed his contract with the
Company and is  presently  establishing  the network and  marketing  to commence
services.

     Dr.  Weinstein has a Bachelor in Business  Administration  and Finance from
City University of New York, a Masters Degree in Hospital  Administration  and a
PhD degree in Healthcare  Administration from George Washington  University.  As
part of his  training,  he  completed a two year  residency at Cedars of Lebanon
Hospital in Miami  followed  by six months of  residency  in Mt.  Sinai in Miami
Beach and six months residency at Hollywood Memorial in Hollywood,  Florida. His
first position was President and Executive  Director of Golden Isles Hospital in
Hallandale,  Florida. He went on to become the President of Doctors' Hospital in
Hollywood,  Florida and joined a public company,  American Medicorp,  in 1971 as
Regional Director of four hospitals.  Subsequent to that position, Dr. Weinstein
led a group of medical  directors and  businessmen to build,  from scratch,  the
Hollywood  Medical Center and Office Buildings for $32 million.  He subsequently
sold the facility to Tenet for over $80  million.  Dr.  Weinstein  then joined a
public  company  in  Philadelphia,   RH  Medical  Services.  The  company  owned
hospitals,  nursing  homes,  outpatient  facilities,  MRI  movile  units,  Swank
Optical,  and a medical real estate  investment  trust. Dr. Weinstein helped the
company  grow from  $2.00  per  share to  $38.00  per  share.  The  company  was
subsequently sold to Mediq,  Inc. Dr. Weinstein is Adjunct  Associate  Professor
and taught at the following universities:  George Washington University, Wharton
School of Business, Temple University, and Florida International University. Dr.
Weinstein assisted in the development of a public company in clinical testing of
pharmaceuticals.  The company  trades on NASDAQ with  revenues in excess of $100
million..  The  initial  offering  price was $6.00 per  share.  The stock is now
trading at $30.00 per share.  He presently  serves and has served for five years
as a member  of the  Board  of  Directors,  independent  Director  of the  Audit
Committee and Chairman of the Compensation Committee.

Dr. Weinstein will devote his full attention to this company.


Mr. Walter E. Birch

     The company has engaged Mr.  Walter E. Birch as Executive  Vice  President,
Chief Operating Officer, and Chief Financial Officer.

     Mr. Birch has a Bachelor of Arts degree in Economics with  Distinction from
the University of Virginia, and a Master of Business  Administration degree from
the University of Virginia's  prestigious  Darden School. He began his career in
management consulting at Strategic Planning Associates in Washington,  D.C., now
part of Mercer  Consulting.  He joined the  health  care  industry  in 1990 in a
position  with Eli  Lilly  and  company  providing  financial  support  to their
Research  and  Development  division.  He  moved  into  the  physician  practice
management  industry as Vice President of Mergers and  Acquisitions  for Coastal
Healthcare  Group.  From Coastal he journeyed to Advanced Health  Corporation as
Vice President of Business  Development  and  participated  in their  successful
Initial Public Offering in 1996. Mr. Birch then joined Vivra,  Inc. to run their
national nephrology physician practice business,  which was successfully sold to
Gambro Healthcare,  along with all dialysis centers,  in a transaction valued at
over $1.3 Billion in 1997. Mr. Birch was part of the  management  team that took
certain parts of Vivra, Inc. private and managed their entire physician practice
business  until  selling  it in  2000.  After  spending  2001  managing  a large
physician  practice,  Mr.  Birch  joined  the firm of  Ernst &  Young,  LLP as a
consultant specializing in physician strategy and integration.

     Mr.  Birch  is  a  specialist  in  physician   satisfaction   and  practice
operations, patient / customer relations, and operational efficiency.


Outlook

     We are currently  targeting the  initiation of operations  during June 2004
and  operating  income  to be  between  $0 and $2  million  for  2004.  This  is
consistent with our current  longer-term outlook of maintaining expense controls
while opening markets allowing us to achieve  profitability very quickly.  These
projections  and  the  underlying  assumptions  involve  significant  risks  and
uncertainties,  and actual  results may vary  significantly  from these  current
projections. These risks, among others, include those relating to our ability to
successfully  market and  generate  patient  volume,  the  Company's  ability to
maintain  contracts  with  physicians  and other medical  providers at favorable
rates,  and any  lawsuits  that may arise in the  course of doing  business.  We
undertake no duty to update these projections, whether due to changes in current
or expected trends, or underlying market conditions


Item 3 - Controls and Procedures

     Management  maintains disclosure controls and procedures designed to ensure
that  information  required to be disclosed in the reports  filed by the Company
pursuant to the Securities Exchange Act of 1934, as amended, or Exchange Act, is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and regulations, and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including  its  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate  to allow  for  timely  decisions  regarding  required  disclosures.
Management  recognizes  that these  controls  and  procedures  can provide  only
reasonable assurance of desired outcomes,  and that estimates and judgements are
still inherent in the process of maintaining effective controls and procedures.

     As of the end of the period  covered  by this  report,  we  carried  out an
evaluation,  under the supervision and with the  participation  of the Company's
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and  operation of our  disclosure  controls and  procedures in accordance
with the  Exchange  Act  requirements.  Based  upon that  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  provide  reasonable  assurance  for timely
identification and review of material information required to be included in the
Company's Exchange Act reports, including this report on Form 10-Q.

     We have established and maintain a system of internal  controls designed to
provide  reasonable   assurance  that  transactions  are  executed  with  proper
authorization  and are  properly  recorded in the  Company's  records,  and that
errors or irregularities that could be material to the financial  statements are
prevented or would be detected  within a timely  period.  Internal  controls are
periodically reviewed and revised if necessary, and are augmented by appropriate
oversight and audit functions.

     There  has not been any  change  in the  Company's  internal  control  over
financial  reporting  during the fiscal  quarter  covered by this report on Form
10-Q that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.

RISK FACTORS

     This Form 10-Q  contains  statements  that are  forward-looking  statements
within the meaning of the federal  securities laws,  including  statements about
our  expectations,  beliefs,  intentions  or  strategies  for the future.  These
forward-looking  statements  include  statements  regarding our expectations for
treatment  growth rates,  revenue per treatment,  expense growth,  levels of the
provision for uncollectible  accounts receivable,  operating income, and capital
expenditures.  We base our forward-looking  statements on information  currently
available to us, and we do not intend to update these  statements,  whether as a
result of changes in underlying factors, new information, future events or other
developments.

     These  statements  involve  known  and  unknown  risks  and  uncertainties,
including  risks resulting from economic and market  conditions,  the regulatory
and reimbursement  environment in which we operate,  competitive  activities and
other business conditions. Our actual results may differ materially from results
anticipated in these  forward-looking  statements.  Important factors that could
cause actual results to differ  materially from the  forward-looking  statements
include those set forth below.  The risks  discussed below are not the only ones
facing our business.

     If the average prices that the market will bear decline, then our revenues,
cash flows and earnings would be substantially reduced.

     Cosmetic  surgery,  dermatology,  and cosmetic  dentistry are competitively
priced market segments.  Should  competition  force us to lower our prices,  our
revenues,  cash flows and earnings would be impacted accordingly.  Additionally,
because many patients used financing alternatives to pay for their procedures, a
dramatic  increase in interest rates could reduce our number of patients and our
revenues, cash flows and earnings could be negatively impacted.

     If the number of patients we are able to attract is less than  anticipated,
then our revenues, cash flows and earnings would be substantially reduced.

     In many instances,  appearance  improving  procedures are luxury purchases.
Should the economy  suffer a significant  slowdown,  or if  unemployment  should
increase dramatically, our revenues, cash flows and earnings could be negatively
impacted.

     If a  significant  number  of  physicians  were to demand  an  increase  in
reimbursement,  then our  expenses  would be  increased  and our cash  flows and
earnings would be reduced.

     If a  significant  number  of  physicians  were to demand  an  increase  in
reimbursement,  then our  expenses  would be  increased  and our cash  flows and
earnings  would be  reduced.  Our  contracted  physicians  have agreed to a rate
structure   below  market  pricing  in  exchange  for  our  marketing,   patient
acquisition,  and  process  coordination.  If the  physicians  demanded  greater
reimbursement,  our  expenses,  cash  flow,  and  earnings  would be  negatively
impacted.

                                     PART II

                                OTHER INFORMATION


Item 1  Legal Proceedings

     There are no pending or anticipated legal proceedings


Item 2  Changes in securities, use of proceeds  and  small  business  issuer  of
        equity securities

     None.


Item 3   Defaults upon senior securities

     None.


Item 4   Submission of matters to a vote of security holders

     None.


Item 5   Other information

     Subsequent to the end of the quarter,  the Company entered into a lease for
new corporate  headquarters with Turnberry  Associates.  The Company anticipates
assuming occupancy of the space located at 19495 Biscayne Boulevard,  Suite 403,
Aventura,  FL 33180,  on or about  June 1,  2004.  The lease is  attached  as an
exhibit.


Item 6   Exhibits and reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit
Number    Description
--------  -----------------------


31.1  *   Certification  of the Chief  Executive  Officer,  dated May 17,  2004,
          pursuant  to Rule  13a-14(a)  or  15d-14(a),  as adopted  pursuant  to
          Section 302 of the Sarbanes-Oxley Act of 2002.


31.2  *   Certification  of the Chief  Financial  Officer,  dated May 17,  2004,
          pursuant  to Rule  13a-14(a)  or  15d-14(a),  as adopted  pursuant  to
          Section 302 of the Sarbanes-Oxley Act of 2002.


32.1  *   Certification  of the Chief  Executive  Officer,  dated May 17,  2004,
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.


32.2  *   Certification  of the Chief  Financial  Officer,  dated May 17,  2004,
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.


10.1  *   Lease entered into with Turnberry Associates

10.2  *   Employment  agreement between Medical Makeover  Corporation of America
          and Dr. Leonard I. Weinstein


10.3  *   Employment  agreement between Medical Makeover  Corporation of America
          and Walter E. Birch

*  Filed herewith.

      (b) Reports on Form 8-K

     Form 8-K filed May 12, 2004
     Form 8-K filed February 23, 2004






                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                    Medical Makeover Corporation of America



By:  /s/ WALTER E. BIRCH
------------------------------
Walter E. Birch
Chief Financial Officer,
Executive Vice President and Controller*


Date: May 17, 2004


*    Mr. Birch has signed both on behalf of the registrant as a duly  authorized
     officer and as the Registrant's principal accounting officer.



<PAGE>
EXHIBIT 10.1









                                 LEASE AGREEMENT

                                     between

                         ONE TURNBERRY PLACE ASSOCIATES,
                          a Florida general partnership

                                    LANDLORD,

                                       and

                    MEDICAL MAKEOVER CORP. OF AMERICA, INC.,
                             a Florida corporation,

                                     TENANT









<PAGE>



                                 INDEX TO LEASE

Paragraph     Caption                                                      Page

1.    PREMISES AND TERM.......................................................4
2.    BASE RENTAL ADJUSTMENT..................................................5
3.    OPERATING EXPENSES......................................................5
4.    ALL PAYMENTS DEEMED RENT...............................................11
5.    USE....................................................................11
6.    UNUSUAL EQUIPMENT......................................................12
7.    TENANT TO TAKE GOOD CARE OF PREMISES...................................12
8.    COMPLIANCE WITH DIRECTIVES OF AUTHORITIES..............................12
9.    ALTERATIONS AND IMPROVEMENTS...........................................12
10.   INSPECTION, EXAMINATION AND ENTRY......................................13
11.   NO LIABILITY...........................................................13
12.   DAMAGE BY FIRE OR OTHER CASUALTY.......................................13
13.   CONDEMNATION...........................................................14
14.   NO ABATEMENT...........................................................15
15.   SERVICES...............................................................15
16.   ABANDONMENT............................................................16
17.   DEFAULT AND REMEDIES...................................................16
18.   ASSIGNMENT OR SUB-LETTING OF TENANT'S INTEREST.........................19
19.   COLLECTION OF RENT FROM OTHERS.........................................20
20.   INFORMATION AS TO SUB-TENANTS..........................................20
21.   RELOCATION.............................................................20
22.   RIGHT OF LANDLORD TO USE ENTRANCES,....................................21
      ETC. AND TO CHANGE SAME................................................21
23.   ATTORNEYS' FEES........................................................21
24.   EXAMINATION OF PREMISES AND............................................21
      NO ORAL REPRESENTATION.................................................21
25.   SUBORDINATION..........................................................21
26.   HOLDING OVER...........................................................22


                                        2
<PAGE>



27.   CERTIFICATE BY TENANT..................................................22
28.   REMEDIES CUMULATIVE....................................................22
29.   NO WAIVER OF PERFORMANCE...............................................23
30.   AGREEMENT TO INDEMNIFY.................................................23
31.   NOTICES................................................................24
32.   SURRENDER AT EXPIRATION OF THE TERM....................................24
33.   RULES AND REGULATIONS..................................................24
34.   SIGNS..................................................................24
35.   IMPROVEMENTS BY TENANT.................................................25
36.   IMPROVEMENT OF THE DEMISED PREMISES....................................25
37.   LANDLORD'S INTEREST NOT SUBJECT TO.....................................25
      MECHANICS LIENS AND REMOVAL OF LIENS...................................25
38.   SECURITY...............................................................26
39.   QUIET POSSESSION AND OTHER COVENANTS...................................27
40.   COMMON AREAS...........................................................27
41.   BROKER.................................................................27
42.   TRANSFER BY LANDLORD...................................................28
43.   TIME...................................................................28
44.   COPIES OF LEASE........................................................28
45.   SUCCESSORS.............................................................28
46.   CONSTRUCTION, APPLICABLE LAW...........................................28
47.   JOINDERS...............................................................28
48.   ENTIRE AGREEMENT.......................................................28
49.   TYPEWRITTEN AND HANDWRITTEN PROVISIONS.................................29
50.   TENDER AND DELIVERY OF LEASE INSTRUMENT................................29
51.   NO PARTNERSHIP.........................................................29
52.   PARKING................................................................29
53.   LEASE NOT TO BE RECORDED...............................................30
54.   MISCELLANEOUS..........................................................30
55.   EXHIBITS. . . . . .....................................................30




                                        3
<PAGE>


         EXHIBIT "A" - Net Rentable Area and Common Area Definitions

         EXHIBIT "B" - Plans

         EXHIBIT "C" - Rules and Regulations

                       Security Deposit Receipt









                                        4
<PAGE>



                                 LEASE AGREEMENT


     THIS LEASE AGREEMENT  ("Lease") made and entered into between One Turnberry
Place  Associates,  a Florida  general  partnership  ("Landlord"),  and  Medical
Makeover Corp. of America, Inc., a Florida corporation ("Tenant").



                              W I T N E S S E T H:



1.   PREMISES AND TERM

     (a) Demised  Premises.  Landlord  hereby demises and lets unto Tenant,  and
Tenant hereby hires and takes from Landlord  subject to the terms and conditions
hereof the premises  outlined on the Plan(s)  attached  hereto as Exhibit "A" on
the 4th  Floor,  Suite  403  (the  "Premises",  "Demised  Premises"  or  "Leased
Premises"),  in the  project  known  as One  Turnberry  Place  located  at 19495
Biscayne  Boulevard,   Aventura,   Florida  33180,  Dade  County,  Florida  (the
"Building")  comprising of approximately  1,151 square feet of Net Rentable Area
(the  rentable  area of the Premises and the Building  have been  determined  by
Landlord's architects based on the B.O.M.A.  method, as described in Exhibit "B"
attached hereto and made a part hereof).

     (b) Term. Subject to and upon the terms and conditions set forth herein, or
in any exhibit or addendum hereto, this Lease shall continue in force for a term
of thirty-six (36) months,  beginning three (3) business days following the date
Landlord delivers the Demised Premises to Tenant(the "Commencement Date").

     In the event the Leased  Premises  should not be ready for occupancy by the
Commencement  Date, for any reason,  Landlord shall not be liable or responsible
for any claims,  damages or  liabilities  in  connection  therewith or by reason
thereof,  and the term of the Lease  shall  commence at the time that the Leased
Premises  are ready for  occupancy  by Tenant,  as agreed upon by  Landlord  and
Tenant or as certified by Landlord's Architect in the absence of such agreement.
Landlord  and  Tenant  will,  at  the  written  request  of  either,  execute  a
declaration specifying the specific beginning date of the term of this Lease and
the expiration date of the term of this Lease.

     (c) Base Rent.  Rent shall be payable  annually in the amount of Twenty and
00/100 Dollars  ($20.00),  times the Net Rentable Area of the Premises in lawful
money of the United  States  (the "Base  Rent" or "Base  Rental")  which  Tenant
covenants to pay to Landlord at its principal  office,  or that of its agent, or
at  any  other  place  designated  in  writing  by  Landlord  in  equal  monthly
installments   of  One  Thousand  Nine  Hundred   Eighteen  and  33/100  Dollars
($1,918.33)  in advance on the first day of each and every month during the said
term, as the same may be adjusted  under the terms of Paragraph 2 of this Lease.
If the Commencement Date and the Tenant's  obligation to pay Rent begin on a day
other than the first day of a month,  then the term of the Lease shall  commence
on the first day of the following  month. The Tenant shall pay the Base Rent and
any Additional Rent (as defined  herein) for the fractional  month preceding the
first day of


                                        5
<PAGE>


the month subsequent to the Commencement Date on a per diem basis (calculated on
the basis of a thirty day month) payable when the Tenant takes  occupancy of the
Premises.   Tenant  shall  pay  the  Rent  herein  provided  without  deduction,
diminution or setoff. Unpaid Rent and all other payments to be made by Tenant to
Landlord shall bear interest at the highest legal rate permitted  under the Laws
of the State of Florida  from the date due until paid.  Tenant  agrees to pay to
Landlord any sales or use tax or excise tax now or  hereafter  imposed or levied
against any Rent or any other charge or payment hereafter required to be made by
Tenant by any governmental agency having jurisdiction  thereover  simultaneously
with the payment of the Base Rent or adjusted  Base Rent.  The land on which the
Building is located is hereinafter referred to as the "Land" and which is leased
to  Landlord  pursuant  to a ground  lease as defined  in Article 39 below.  All
dimensions are approximate only. Landlord reserves the right to change the size,
layout and location of any  buildings or common areas and  facilities as well as
to reduce or expand the size of the Building and/or erect  additional  buildings
upon the Land.

     (d) Late Charge.  If Tenant shall fail to pay any installment of Base Rent,
as adjusted,  or any item of additional  rent within five (5) [1] days after the
date the same becomes due and payable,  then Tenant shall pay to Landlord a late
payment  service  charge  (hereinafter  referred to as "Late  Charge")  covering
administrative  and  overhead  expenses  equal to the greater of (a) [2], or (b)
five cents  ($.05) per each  dollar so  overdue.  The  provision  herein for the
payment of the Late Charge shall not be construed to extend the date for payment
of any sums required to be paid by Tenant  hereunder or to relieve Tenant of its
obligations to pay all such sums at the time or times herein stipulated.

     (e)  Bounced  Check  Charge.  If Tenant  submits  any check for  payment to
Landlord that is returned from the bank due to non sufficient  funds in Tenant's
bank  account,  Tenant  shall  pay  Landlord  a  bounced  check  service  charge
(hereinafter  referred to as the "Bounced  Check  Charge")  covering  Landlord's
administrative and overhead expenses equal to [3].


2.   BASE RENTAL ADJUSTMENT

     (a) The Base Rent provided for in Paragraph 1 shall, at the commencement of
the second lease year, as hereinafter  defined,  and each lease year thereafter,
increase as follows:

    Period             Annual Base Rent        Monthly Base Rent
    ------------       ----------------        -----------------
    Months 13-24       $24,171.00              $2,014.25
    Months 25-36       $25,322.00              $2,110.17

     (b) "Lease  Year" as used in this Lease,  shall  mean,  for the first lease
year, a period of twelve (12) consecutive  calendar months from the Commencement
Date, except that if such Commencement Date shall be other than the first day of
a calendar month, the first lease year shall be the period from the Commencement
Date to the end of the  calendar  month  in  which  it  shall  occur,  plus  the
following



--------

[1]    business
[2]    One Hundred Fifty and 00/100 Dollars ($150.00)
[3]    One Hundred Fifty and 00/100 Dollars ($150.00)


                                        6
<PAGE>


twelve (12) months. Each lease year after the first shall be a successive period
of twelve (12) months.


3.   OPERATING EXPENSES

For the purposes of this Lease:

     (a) The term  "Tenant's  Proportionate  Share" shall be deemed to be 0.83%;
calculated by dividing the Net Rentable Area of the Premises by the Net Rentable
Area of the Building.

     (b) The term  "Operating  Expenses"  shall mean all costs of operation  and
maintenance  of the Land and  Building  (including  Common  Areas as  defined in
Exhibit "B") and the  Premises  and  appurtenances,  as  determined  by standard
accounting  practices and shall include the costs incurred by Landlord for wages
and salaries  paid by Landlord to all persons  engaged in the normal  operation,
maintenance and repair of the Building and Land, including:

          (i)  Social  Security  taxes,   Unemployment  Insurance  taxes,  other
     provisions  imposed  by law and  so-called  "fringe-benefits"  incurred  by
     Landlord under the provisions of any collective bargaining agreement;

          (ii)  repairs to,  replacement  of and  maintenance  of the Land,  the
     Building and its equipment and appurtenances and additions and improvements
     required by law to the extent they are capital  expenditures  which  reduce
     Operating  Expenses;  and  the  cost of  supplies,  materials,  tools,  and
     property maintenance equipment used in connection therewith;

          (iii)  premiums,  deductibles  or  casualty  loss  and  other  charges
     incurred by Landlord  with  respect to  insurance of all kinds which may be
     reasonably  necessary  and which  Landlord  in good  faith  pays and incurs
     relating the Land and Building;

          (iv) costs incurred for fuel or other energy for heating and operating
     the air conditioning system for the Building,  for telephone,  electricity,
     steam,  or power required in connection  with the operation of the Building
     and Land,  including,  but not limited  to,  costs  incurred  in  supplying
     electricity to the Common Areas of the Building, the Premises and the Land;

          (v) costs incurred in connection  with inspection and servicing of the
     Land and Building, its appurtenances and equipment;

          (vi) water  charges and sewer rents not  specifically  paid for by the
     Tenant or other tenants;

          (vii) the cost or portion thereof  properly  allocable to the Building
     (amortized over such reasonable period as Landlord shall determine together
     with interest at two points over the published  prime rate in effect at The
     Bank of New York on December 31 of the then current year on the unamortized
     balance)  of any  capital  improvement  or other  alterations  required  by
     government  regulations or by law intended to reduce the energy consumption
     or other Operating Expenses of the Building;

          (viii) all real or  personal  property  taxes (or  payments in lieu of
     such  taxes),  excises,  levies,  fees,  or charges,  general and  special,
     ordinary and extraordinary, unforeseen as well as



                                        7
<PAGE>



     foreseen, of any kind which are assessed,  levied,  charged,  confirmed, or
     imposed by any public  authority  upon the property,  its operations or the
     public authority upon the property, its operations or the Rent provided for
     in this Lease. (It is agreed that Tenant will be responsible for ad valorem
     taxes on its  personal  property  and on the  value of  Tenant's  leasehold
     improvements).  Property  taxes (both real and  personal) are generally not
     known until October of each year.  For budgeting  purposes and  determining
     the  proper  amount of taxes  for  purposes  of  estimating  the  Operating
     Expenses for the next calendar the Landlord  shall use an estimated  amount
     based upon one hundred ten percent (110%) of the previous year's actual tax
     bills or such other amount as Landlord may otherwise  reasonably  determine
     appropriate.  An  adjustment  from the  estimated  amount to the actual tax
     bills  shall  be made in the  month in  which  the  actual  tax  bills  are
     received;

          (ix) amounts  reasonably  required by Landlord  necessary to repair or
     replace the various components of the Common Areas (as hereinafter defined)
     including  without  limitation  pavement,  machinery,  equipment  and other
     capital components of the Common Areas;

          (x) professional fees including without limitation, engineering, legal
     and accounting fees; and

          (xi) any other expenses,  direct or indirect,  incurred by Landlord in
     connection  with the  operation,  maintenance  and  repair  of the Land and
     Building or the Premises,  its  appurtenances  and equipment and Landlord's
     fulfilling of its obligations hereunder.

          (xii) management fees which shall be based upon fifteen percent of the
     total Operating Expenses;

          (xiii) janitorial service for the Common Areas and the Premises;

          (xiv) costs associated with maintaining  security for the building and
     Common Areas;

          (xv) costs of window cleaning,  interior plant maintenance,  security,
     energy  management,  elevator  and  service  agreements  for the  Land  and
     Building and the equipment and fixtures  therein and thereon,  and the cost
     of all supplies, signs, directories, materials, tools and equipment used in
     connection therewith;

          (xvi)  charges  payable by Landlord in  connection  with any covenant,
     declaration  or  reciprocal  operating  agreement  affecting  the  Land  or
     Building; and

          (xvii) costs associated with providing valet parking.

     Operating  Expenses  shall be "net"  only,  and for that  purpose  shall be
deemed   reduced  by  the  amounts  of  any   insurance   reimbursement,   other
reimbursement,  recoupment,  payment,  discount,  credit, reduction or allowance
received by Landlord in connection with such Operating Expenses.



                                        8
<PAGE>



     Notwithstanding   anything   contained  herein  and  without  limiting  the
generality  of the  foregoing,  the  following  costs  shall not be  included in
Operating Expenses;

          (i) any leasing commissions;

          (ii)  payments of  principal  and  interest on any  mortgages or other
     encumbrances upon the Building or Land;

          (iii) capital  improvements,  additions or reconstructions  other than
     those intended to reduce the energy consumption or other Operating Expenses
     of the Building or those required by governmental regulation or by law;

          (iv) utilities  furnished  directly to Tenant and paid for directly by
     Tenant or another tenant of the Building;

          (v) additional  suite  maintenance or repairs directly billed and paid
     for by Tenant or another tenant of the Building;

          (vi) depreciation of the Building;

          (vii) expense of operating and  maintaining  Landlord's own offices in
     the Building;

          (viii) other tenants personal property taxes;

          (ix) costs  incurred by Landlord  with  respect to goods and  services
     (including  utilities  sold and  supplied to tenants and  occupants  of the
     Building) to the extent that Landlord is entitled to reimbursement for such
     costs other than through the Operating Expense  pass-through  provisions of
     such tenant leases;

          (x) costs  incurred  by  Landlord  for  repairs,  replacements  and/or
     restoration  to or of the  Building  or  Common  Areas to the  extent  that
     Landlord is reimbursed by insurance or condemnation proceeds or by tenants,
     warrantors or other third persons;

          (xi) costs, including cost of plans, construction, permit, license and
     inspection  costs,  incurred  with  respect to the  installation  of tenant
     improvements  made  for  other  tenants  in the  Building  or  incurred  in
     renovating or otherwise  improving,  decorating,  painting or  redecorating
     vacant space for tenants or other occupants of the Building;

          (xii)  attorney's  fees and  other  costs  and  expenses  incurred  in
     connection  with the  negotiations  or disputes with present or prospective
     tenants or other occupants of the Building other than Tenant;

          (xiii)  costs of a  capital  nature,  including,  without  limitation,
     capital  improvements,   capital  replacements,  capital  repairs,  capital
     equipment and capital tools, all as determined in accordance with generally
     accepted accounting principles, consistently applied;

          (xiv)  brokerage  commissions,   tenant  incentives,   finders'  fees,
     attorneys fees, advertising expenses, entertainment and travel expenses and
     other costs incurred by Landlord in leasing or attempting to lease space in
     the Building;



                                        9
<PAGE>



          (xv)  interest on debt or  amortization  on any  mortgage or mortgages
     encumbering the Building or common areas;

          (xvi) Landlord's general corporate overhead;

          (xvii) rental payments  incurred in leasing air conditioning  systems,
     elevators  or other  equipment  ordinarily  considered  to be of a  capital
     nature, except operating/maintenance  equipment not affixed to the Building
     or common areas which is used in providing janitorial or similar services;

          (xviii) costs of installing  the initial  landscaping  and the initial
     sculpture, paintings and objects of art for the Building and Common Areas;

          (xix) advertising and promotional expenditures;

          (xx) costs incurred to correct any defect in the original construction
     of the Building or Common Areas;

          (xxi) repairs,  alterations,  additions,  improvements or replacements
     made  to  rectify  or  correct  any  defect  in the  design,  materials  or
     workmanship of the Building or Common Areas;

          (xxii) repairs or replacements  covered by warranties or guaranties to
     the extent of service or payment thereunder;

          (xxiii)  damage and  repairs of a capital  nature to the Common  Areas
     attributable  to  condemnation,  fire or other  casualty,  and  damage  and
     repairs  of a  non-capital  nature  to the  Common  Areas  attributable  to
     condemnation,  fire or other  casualty to the extent of awards or insurance
     proceeds received by Landlord;

          (xxiv) damage and repairs  necessitated  by the  negligence or willful
     misconduct of Landlord or Landlord's employees, contractors or agents;

          (xxv) executive  salaries or salaries of service personnel  (including
     the  Building  superintendent)  to the extent that such  service  personnel
     perform  services other than in connection with the management,  operation,
     repair or maintenance of the Building or Common Areas;

          (xxvi)  accountants'  fees  and  other  expenses  associated  with the
     enforcement of any leases or defense of Landlord's  title to or interest in
     the Building;

          (xxvii) services  furnished to some tenants which are not furnished to
     Tenant; and

          (xxviii)  any other  expenses  which would not be  considered a normal
     Operating Expense for similar  owner-managed  first-class  high-rise office
     buildings.  There shall not be included in Operating  Expenses any costs in
     excess of those that would be reasonably  incurred by prudent  owners,  and
     their  operators and managers,  of similar  first-class  office  buildings.
     Landlord  shall not collect in excess of one hundred  percent (100%) of all
     Operating Expenses.



                                       10
<PAGE>



     For each year during the term of this Lease,  Tenant  shall pay  ("Tenant's
Operating  Payment")  to  Landlord  as  Additional  Rent a sum equal to Tenant's
Proportionate  Share of  Operating  Expenses  adjusted to reflect the greater of
ninety-five  percent (95%) of the Net Rentable Area of the Building or the total
Net Rentable Area leased in the Building.

     Landlord  shall  furnish  to  Tenant,  prior  to the  commencement  of each
calendar year a written statement setting forth Landlord's  estimate of Tenant's
Operating  Payment for such  calendar  year,  and the method of  calculation  of
Tenant's  Operating Payment for such calendar year. Tenant shall pay to Landlord
on the first day of each month  during  such  calendar  year an amount  equal to
one-twelfth  (1/12th) of Landlord's  estimate of Tenant's  Operating Payment for
such calendar  year. If,  however,  Landlord shall furnish any such estimate for
any calendar year  subsequent to the  commencement  thereof,  then (a) until the
first day of the month  following  the month in which such estimate is furnished
to Tenant, Tenant shall pay to Landlord on the first day of each month an amount
equal to the monthly sum payable by Tenant to Landlord under this Paragraph 3 in
respect of the last month of the preceding  calendar  year;  (b) promptly  after
such estimate is furnished to Tenant or together therewith,  Landlord shall give
notice to Tenant stating whether the installments of Tenant's  Operating Payment
previously   made  for  such  calendar  year  were  greater  or  less  than  the
installments of the Tenant's Operating Payment to be made for such calendar year
in accordance with such estimate, and (i) if there shall be a deficiency, Tenant
shall pay the amount thereof within ten (10) days after demand thereof,  or (ii)
if there shall have been an overpayment,  Landlord,  at Landlord's option, shall
either refund to Tenant the amount thereof or permit Tenant to credit the amount
thereof against subsequent  payments under this Paragraph;  and (c) on the first
day of the month  following  the month in which such  estimate is  furnished  to
Tenant, and monthly  thereafter  throughout the remainder of such calendar year,
Tenant shall pay to Landlord an amount equal to one twelfth (1/12th) of Tenant's
Operating Payment shown on such estimate.  Landlord may at any time or from time
to time furnish to Tenant a revised statement of Landlord's estimate of Tenant's
Operating Payment for such calendar year, and in such case,  Tenant's  Operating
Payment for such  calendar  year shall be adjusted and paid or refunded,  as the
case may be,  substantially  in the same  manner as  provided  in the  preceding
sentence.

     After the end of each  calendar  year  Landlord  shall  furnish to Tenant a
Landlord's  Statement for such  calendar  year.  Each such year- end  Landlord's
Statement  shall  set forth in  reasonable  detail  and  compute  the  Operating
Expenses  as  prepared  by a  certified  public  accountant  or  managing  agent
designated  by  Landlord  from  which  Landlord  shall make the  computation  of
Operating Expenses  hereunder.  If the Landlord's  Statement shall show that the
sums paid by Tenant under this Paragraph  exceeded  Tenant's  Operating  Payment
paid by Tenant for such calendar  year,  Landlord  shall either refund to Tenant
the amount of such  excess or permit  Tenant to credit the amount of such excess
against  subsequent  payments  under  this  Paragraph;  and  if  the  Landlord's
Statement  for such Lease  Year shall show that the sums so paid by Tenant  were
less than  Tenant's  Operating  Payment paid by Tenant for such  calendar  year,
Tenant  shall pay the amount of such  deficiency  within  thirty (30) days after
demand therefor.  [4]


--------

[4]  Notwithstanding  the preceding,  in no event shall the increase in Tenant's
     Operating Payment  (excluding  insurance,  real estate taxes and insurance)
     for the  second  calendar  year  following  the  Commencement  Date and any
     subsequent  calendar year exceed three  percent (3%) of Tenant's  Operating
     Payment for the preceding calendar year (excluding  insurance,  real estate
     taxes and insurance).  Landlord  estimates that Tenant's  Operating Payment
     for calendar  year 2004 shall be Thirteen and 14/100  Dollars  ($13.14) per
     square  foot of Net  Rentable  Area.  This is only an  estimate.  It is not
     intended,  nor shall it be deemed a cap on Tenant's  Operating  Payment for
     calendar year 2004.


                                       11
<PAGE>



     If the Commencement Date or the expiration Date shall occur on a date other
than January 1, or December 31,  respectively,  any  Additional  Rent under this
Paragraph 3 for the calendar year in which such  Commencement Date or Expiration
Date shall occur shall be  apportioned  in that  percentage  which the number of
days in the period from the  Commencement  Date to December 31 or from January 1
to the  Expiration  Date,  as the case may be, both  inclusive,  shall be to the
total number of days in such calendar  year.  In the event of a  termination  of
this Lease,  any Operating  Expenses due under this  paragraph  shall be paid or
adjusted within thirty (30) days after submission of a Landlord's Statement.  In
no event shall Base Rent ever by reduced by operation of this  paragraph and the
rights and  obligations  of Landlord  and Tenant  under the  provisions  of this
paragraph with respect to Operating  Expenses  shall survive the  termination of
this Lease.

     Landlord's  failure to render  Landlord's  Statements  with  respect to any
calendar  year  shall not  prejudice  Landlord's  right to  thereafter  render a
Landlord's  Statement  with respect  thereto or with  respect to any  subsequent
calendar year.

     Each  Landlord's  Statement  shall be  conclusive  and binding  upon Tenant
unless within thirty (30) days after receipt of such Landlord's Statement Tenant
shall notify Landlord that it disputes the correctness of Landlord's  Statement,
specifying the particular  respects in which Landlord's  Statement is claimed to
be incorrect.  Landlord agrees to grant Tenant  reasonable  access to Landlord's
books and records for the purpose of verifying  Operating  Expenses  incurred by
Landlord.  Tenant agrees that such  information from Landlord's book and records
will be kept confidential. If Tenant shall dispute the correctness of Landlord's
Statement  as  aforesaid,  and the  parties  shall not be able to  resolve  such
dispute within ninety (90) days after the giving of such  Landlord's  Statement,
then  either  party may refer the matter or  matters  in  dispute to  Landlord's
independent  certified  public  accountants and the decision of such accountants
shall be conclusive and binding upon the parties.  The fees and expenses of said
accountants  in  determining  such  matter  or  matters  shall  be  borne by the
unsuccessful  party  (and  if  both  parties  are  partially  unsuccessful,  the
accountant shall apportion the fees and disbursements  between the parties based
upon the degree of success of each party).  Notwithstanding the foregoing, until
such determination by such accountants,  Tenant shall pay all Operating Expenses
payable in  accordance  with this  Paragraph  3. After such  determination,  the
parties shall make  adjustments for any deficiency owed by Tenant or any overage
paid by Tenant.

     In the event the actual Operating Expenses during any month in any calendar
year exceeds  Landlord's  projection for such month,  and it becomes apparent to
Landlord that  Tenant's  Operating  Payment will not pay Tenant's  Proportionate
Share of Operating  Expenses for such calendar  year,  Landlord may give written
notice to Tenant of any such expected deficiency and in such notice may increase
the monthly  payments  being made by Tenant to Landlord  hereby to the extent of
such expected deficiency.



                                       12
<PAGE>



4.   ALL PAYMENTS DEEMED RENT

     All sums which  Tenant in any of the  provisions  of this Lease  assumes or
agrees to pay, or which  Tenant  agrees are to be at the expense of Tenant which
may sometimes be referred to as Additional Rent, are deemed and considered to be
rent, and in the event of non- payment  thereof,  Landlord shall have all of the
rights and remedies  provided for herein and by law, in the case of  non-payment
of rent.

5.   USE

     Tenant  shall use and occupy  the  Premises  only for a medical  and beauty
consultation and administration  office and for no other purpose. 5 In the event
the Tenant uses the Premises for purposes not expressly  permitted  herein,  the
Landlord may terminate  the Lease,  or without  notice to Tenant,  restrain said
improper use by injunction.

     Tenant shall not do or permit  anything to be done in or about the Premises
nor bring or keep anything  therein which is not within the permitted use of the
Premises  which will in any way increase the existing rate of or affect any fire
or  other  insurance  upon  the  Building  or any of its  contents,  or  cause a
cancellation  of any insurance  policy covering the Building or any part thereof
or any of its contents.  Tenant shall not do or permit anything to be done in or
about the Premises  which will in any way obstruct or interfere  with the rights
of other  Tenants or occupants of the Building or injure or annoy them or use or
allow  the  Premises  to  be  used  for  any  improper,   immoral,  unlawful  or
objectionable  purposes; nor shall Tenant cause, maintain or permit any nuisance
in or about the  Premises.  Tenant shall not commit or allow to be committed any
waste  in or upon the  Premises.  In the  event  Tenant's  permitted  use of the
Premises  increases the existing rate of or affects any fire or other insurance,
then and in that  event  Tenant  agrees to pay said  increase  immediately  upon
demand by Landlord.

     By  occupying  the  Premises  as  a  Tenant,  or  by  installing  fixtures,
facilities,  or equipment,  or by  performing  finishing  work,  Tenant shall be
deemed to have accepted the same and to have  acknowledged that the Premises are
conclusively in the condition  required by the Lease.  This Lease does not grant
Tenant any right of air and light over and about the Premises or the Building.

6.   UNUSUAL EQUIPMENT

     The Tenant will not install or maintain any electrically-operated equipment
or any heavy equipment of any kind including without limitation,  safes, vaults,
or other machinery,  except light office machinery  normally used, without first
obtaining the consent in writing of the Landlord.




--------

[5]  In no event  shall  Tenant  perform  medical  procedures  from the  Demised
     Premises.


                                       13
<PAGE>



7.   TENANT TO TAKE GOOD CARE OF PREMISES

     Tenant shall keep the Premises in a clean, safe and sanitary condition. All
damage caused by Tenant's negligence, or that of his agents, servants, employees
or visitors,  shall be repaired promptly by Tenant at his sole cost and expense,
so that the  Premises  are in at least as good  condition  as they were prior to
such  damage.  In the event that the Tenant  fails to comply with the  foregoing
provisions,  the  Landlord  shall have the option to enter the Premises and make
all necessary repairs at Tenant's cost and expense,  the same to be added to and
be payable with the next monthly installment of Rent.

8.   COMPLIANCE WITH DIRECTIVES OF AUTHORITIES

     Tenant shall  promptly  execute and comply with all  statutes,  ordinances,
rules, orders,  regulations and requirements of the federal,  state, county, and
municipal   governments   and  any  of  their   departments  and  agencies  with
jurisdiction for the Premises, and for the correction,  prevention and abatement
of nuisances or other  grievances in, upon or connected with the Premises during
the term of this Lease;  and shall  promptly  comply with and execute any rules,
orders and  regulations of the  Southeastern  Underwriters  Association  for the
prevention of fires,  all at Tenant's own cost and expense.  If by reason of any
failure of Tenant to comply with the provisions of this  paragraph,  the rate of
fire  insurance  with  extended  coverage on the  Building or equipment or other
property of Landlord which Landlord may have, but which Landlord is not required
to have,  shall be higher than it otherwise  would be,  Tenant  shall  reimburse
Landlord,  on  demand,  for that part of the  premiums  for fire  insurance  and
extended  coverage  paid by  Landlord  because  of such  failure  on the part of
Tenant.



                                       14
<PAGE>



9.   ALTERATIONS AND IMPROVEMENTS

     Tenant shall not cut, drill into,  disfigure,  deface or injure any part of
the Premises or Building,  nor obstruct or permit any obstruction,  alternation,
addition,  improvement,  decoration or installation in the Premises or Building.
All  alterations,   additions,   improvements,   decorations  or  installations,
including but not limited to  partitions,  railing,  air  conditioning  ducts or
equipment (except movable furniture and fixtures put in at the expense of Tenant
and removable  without  defacing or injuring the Building or the Premises) shall
become the  property  of Landlord at the  termination  of this Lease.  Landlord,
however,  reserves  the option to require  Tenant,  upon demand in  writing,  to
remove all fixtures and  additions  improvements,  decoration  or  installations
(including those not removable without defacing or injuring the Premises) and to
restore the Premises and the Building to the same  condition as when  originally
leased to Tenant, reasonable wear and tear excepted; provided, however, Landlord
shall not have the right to require  Tenant to remove any  fixtures,  additions,
improvements, decorations, and/or installations which are initially installed by
and for Tenant in order to prepare the  Premises  for  occupancy  by Tenant in a
manner  which has been  approved  by  Landlord.  Tenant  agrees to  restore  the
Premises  immediately  upon the receipt of the said demand in writing at its own
cost and expense and agrees in case of his failure to do so, that  Landlord  may
do so and collect the cost  thereof from Tenant upon  demand.  Tenant  will,  at
Tenant's own  expense,  keep the Leased  Premises in good repair and  tenantable
condition  during the lease term and will replace at its own expense any and all
broken  glass  caused by Tenant in and about the  Premises.  Tenant will make no
alterations, additions or improvements in or to the Premises without the written
consent  of  Landlord,  which  shall  not  be  reasonably  withheld  insofar  as
non-structural alterations are concerned.


10.  INSPECTION, EXAMINATION AND ENTRY

     Landlord and  Landlord's  agents shall have the right to enter the Premises
at all reasonable hours to examine the same, and workmen may enter at anytime in
the event of emergency  and  otherwise at  reasonable  times when  authorized by
Landlord or Landlord's agents to make such repairs,  alterations or improvements
in the  Building  as  Landlord  may in its sole  discretion  deem  necessary  or
desirable.  If during the last month of the term,  Tenant shall have removed all
or substantially  all of Tenant's  property,  Landlord may immediately enter the
Premises and prepare them for any future tenant.  Furthermore,  the Landlord may
allow such future tenant to occupy the Premises. These acts shall have no effect
upon  Tenant's  obligation  under this Lease and Tenant  shall be entitled to no
abatement or  diminution of Rent as a result  thereof,  except that in the event
such future  Tenant makes any payment for the period up until the  expiration of
this Lease,  Tenant shall be entitled to any  abatement of Rent for such period.
If Tenant  shall not be  personally  present to open and  permit  entry into the
Premises, when entry thereto shall be necessary hereunder, Landlord may forcibly
enter  same  without  rendering  Landlord  liable to any claim for  damages  and
without  affecting  the  obligation  and  covenants  of the Lease.  Employees of
Landlord  and  Landlord's  agents  shall be  permitted  to enter the Premises by
passkey at all reasonable times.



                                       15
<PAGE>



11.  NO LIABILITY

     Tenant will not hold Landlord  liable for any latent defect in the Premises
or in the Building;  however,  it shall be Landlord's  responsibility to correct
any latent  defects  within a reasonable  time after such defects are  detected.
Landlord shall not be liable for any failure of water supply,  electric current,
communication  service,  heating or air conditioning,  elevator service,  or any
other service;  nor for injury or damage to person or property caused by fire or
theft or by the  elements  or by other  tenants or persons in the  Building,  or
resulting  from the  operation  of  elevators,  heating or air  conditioning  or
lighting apparatus,  or from falling plaster,  or from steam, gas,  electricity,
water,  rain or dampness,  which may leak or flow from any part of the Building,
or from the pipes,  appliances,  or plumbing work of the same, or from any other
place or for damages  resulting  from the acts or omissions of Tenant,  Tenant's
agents,  employees,  invitees  or other  occupants  of the  Building.  Nor shall
Landlord  be liable for any loss or damage  that Tenant may sustain by reason of
the  closing or  darkening  of any of the  windows in the  Premises  through the
erection of or any addition to a new building or  otherwise,  and the same shall
not  constitute  a  constructive  eviction.  All goods or  property  or personal
effects  stored or placed by the Tenant in or about the Building shall be at the
sole risk of the Tenant.



                                       16
<PAGE>



12.  DAMAGE BY FIRE OR OTHER CASUALTY

     If,  through no fault or  negligence  of Tenant,  his  visitors,  agents or
servants, the Premises shall be partially damaged by fire or other casualty, the
damage  shall be  repaired  by Landlord  to the extent  insurance  proceeds  are
available,  and the Rent,  until such  repairs  are made,  shall be  apportioned
according  the  portion  of the  Premises  which  are still  usable.  Landlord's
restoration  obligation  shall be limited to the  returning  of the  Premises to
substantially  the same  condition  as was required for delivery of the Premises
upon the  Commencement  Date.  Landlord  shall only be  obligated to restore the
Landlord's  work as  provided in Article 36 hereof,  to the extent of  insurance
proceeds   available,   and  Tenant  shall  be  responsible  for  all  costs  of
improvements  to the  Premises  above and beyond  those  supplied by Landlord at
Landlord's  expense as part of the initial  construction  and  equipping  of the
Premises.  If the damage shall be so extensive as to render the Premises  wholly
untenantable,  the Rent shall cease until such time as the Premises shall become
tenantable.  However,  if the damage is so extensive that the Premises cannot be
made  tenantable  within  six (6)  months  from  the  date of the  fire or other
casualty,  either  party shall have the right to  terminate  this Lease upon ten
(10)  days'  written  notice  to the  other.  In  case  the  Building  generally
throughout  (though the Premises may not be affected) is so injured or destroyed
by fire  or  other  casualty  that  Landlord  shall  decide  not to  rebuild  or
reconstruct the Building, the term of this Lease shall cease upon ten (10) days'
written  notice  sent by  Landlord  and the Rent shall be paid up to the time of
such  destruction  or the date Tenant  surrenders  possession  of the  Premises,
whichever is later, and the Lease shall  thereafter be of no further effect.  In
the event that any  questions  shall  arise  between  Landlord  and Tenant as to
whether  or not  repairs  shall  have been made with  reasonable  dispatch,  due
allowance  shall be made for any delays which may arise in  connection  with the
adjustment of the fire insurance loss and for any delays arising out of what are
commonly  known as "labor  troubles"  or  "material  troubles" or from any other
cause beyond  Landlord's  control.  In any event Landlord shall not be liable to
Tenant by reason of fire or other damage to the Building or the Premises.


                                       17
<PAGE>



13.  CONDEMNATION

     If the entire  Premises  shall be taken by any public  authority  under the
power of eminent  domain,  then the term of this Lease (or of any option  period
exercised  hereunder)  shall cease as of the date  possession  shall be taken by
such  public  authority  and the  Rent  shall  be paid  up to  that  day  with a
proportionate  refund  by  Landlord  of any  prepaid  Rent.  If any  part of the
Premises  material to the operations of Tenant shall be permanently  taken under
eminent domain, either party to this Lease shall have the right to terminate the
Lease by notice in writing  delivered  to the other  party  within ten (10) days
after notice of such taking and, upon such election,  this Lease shall terminate
as of the date when  title  vests in the taking  authority  and the Rent and all
other sums  payable  under this Lease shall be prorated  and paid to the date of
termination.  If neither  party  elects to  terminate  this Lease,  Tenant shall
continue in  possession of the remainder of the Premises and all of the terms of
this Lease shall  continue in full force and effect,  except that the Rent shall
be reduced  in  proportion  to the extent of the  Premises  taken.  All  damages
awarded for any taking under the power of eminent domain,  whether for the whole
or a part of the Premises,  shall belong to and be the property of the Landlord,
whether such damages shall be awarded as compensation for diminution in value to
the leasehold or to the fee of the Premises;  provided,  however,  that Landlord
shall not be  entitled  to any award  made to Tenant  for loss of  business,  or
depreciation  to,  damage to, or costs of removal of, or for the value of stock,
trade fixtures, furniture, and other personal property belonging to the Tenant.

     In the  event of a taking  of the  whole  or any part of the  Premises  for
temporary use or  occupancy,  this Lease shall not terminate but shall remain in
full  force and effect and  Tenant  shall  continue  to pay in full the Rent and
other  charges  payable  under  this  Lease,  without  abatement,  reduction  or
suspension.  Tenant shall be entitled to receive any compensatory award made for
such temporary use or occupancy provided, however, if such taking is to be for a
period in excess of ninety (90) days,  the Tenant  shall have the right to elect
to terminate this Lease.

14.  NO ABATEMENT

     No diminution or abatement of Rent, or other compensation, shall be allowed
for inconvenience or injury arising from the making of repairs,  alterations, or
improvements  to the  Building  nor for any space  taken to comply with any law,
ordinance or order of government authority.

15.  SERVICES

     Landlord  will  furnish as part of the  Operating  Expenses  the  following
services to Tenant from Monday through Friday from 7:00 A.M. to 7:00 P.M. and on
Saturday  from 7:00 A.M. to 1:00 P.M.  except for Christmas  Day,  Memorial Day,
Labor  Day,  Thanksgiving  Day,  Fourth  of July,  and New  Year's  Day,  or any
subsequent nationally recognized holiday:

          (a) Cleaning services,  deemed by Landlord to be normal and usual in a
     first-class  office  building,  except that  shampooing and  replacement of
     carpet as required by Tenant shall be at Tenant's own expense.


                                       18
<PAGE>


          (b) Central heat and air conditioning in season,  at such temperatures
     and in such amounts as are  considered by Landlord to be  reasonable;  such
     services furnished to Tenant at times other than the hours set forth above,
     and on Sundays and holidays  shall not be an Operating  Expense and will be
     furnished to Tenant at its sole cost and expense.

          (c) Routine  maintenance and electric  lighting service for all Common
     Areas of the Building in the manner and to the extent deemed by Landlord to
     be standard.

          (d)  Electricity  and  electrical  facilities  to  furnish  electrical
     current for normal office use.

          (e) Hot and cold water at those points of supply  provided for general
     use at all times and all day through the year.

          (f) Initial and replacement  bulbs and ballasts for building  standard
     lighting within the Leased Premises.

          (g) Sufficient elevator service for the Leased Premises,  weekdays and
     on Saturdays and at least one elevator serving the Leased Premises 24 hours
     a day, every day of the year.

          (h) Twenty-four (24) hour security for the Building.

     No electric  current shall be used except that furnished or approved by the
Landlord, nor shall electric cable or wire be brought into the Premises,  except
upon the written  consent and  approval of the  Landlord.  Tenant shall use only
office machines and equipment that operate on the Building's  standard  electric
circuits or equipment (the  installation  of which shall be at Tenant's  expense
after  approval  in  writing  by  the  Landlord).   Excess  electrical   current
consumption  shall be paid for by the Tenant as Additional  Rent to the Landlord
in an amount to be determined by the Landlord  based upon  Landlord's  estimated
costs of such excess electric current  consumption or based upon the actual cost
thereof if such excess electric current consumption is separately metered.

     Such services and such other  services as Landlord in its sole and absolute
discretion may elect to provide,  shall be provided as long as the Tenant is not
in  default  of this  Lease  beyond  any  applicable  cure  periods,  subject to
interruption  caused by  repairs,  renewals,  improvements,  changes of service,
alterations, strikes, lockouts, labor controversies, inability to obtain fuel or
power, accidents, breakdowns,  catastrophes, national or local emergencies, acts
of God and  conditions  and causes  beyond the control of Landlord and upon such
happening,  no claim for damages or abatement of Rent for failure to furnish any
such services shall be made by the Tenant or allowed by the Landlord.

     It is  understood  and agreed  between the parties  hereto that any charges
against  Tenant by Landlord  for  services  or for work done on the  Premises by
order of Tenant, or otherwise  accruing under this Lease, shall be considered as
Additional Rent due and shall be included in any lien for Rent.



                                       19
<PAGE>


16.  ABANDONMENT

     In case the Tenant  shall  fail to take  possession  upon the  Commencement
Date,  or in case the Premises or any part thereof  shall be abandoned  prior to
the expiration of the term of this Lease, Landlord shall have the right, but not
the obligation,  to enter the Premises without instituting any proceeding either
by force or otherwise  without being liable for damages  therefor,  and to relet
the same or any part thereof,  for the  unexpired  portion of the term or longer
and to collect the Rent  therefor,  and to apply the rents so  collected  to the
payment of Rent and all other sums  payable to  Landlord.  Tenant  shall in such
case remain responsible to Landlord for any and all deficiency,  loss and damage
suffered by Landlord, as provided for herein.

     For the purpose of this Section the  Premises  shall be deemed to have been
vacated when Tenant shall have vacated the Premises and been away  therefrom for
five (5)  consecutive  days,  exclusive of holidays and any time period utilized
for  renovations  and repairs to the Premises,  irrespective of whether the keys
have been delivered to Landlord or not.

17.  DEFAULT AND REMEDIES

     All  rights  and  remedies  of the  Landlord  herein  enumerated  shall  be
cumulative, and none shall exclude another or any other right or remedy provided
by law.

          (a) If Tenant or any guarantor of this Lease shall become  bankrupt or
     insolvent or unable to pay its debts as such become due, or file any debtor
     proceedings or if Tenant or any guarantor  shall take or have taken against
     either  party in any court  pursuant  to any  statute  either of the United
     States or of any State,  a petition in bankruptcy  or insolvency  which has
     not  been   dismissed   within  one  hundred   twenty  (120)  days  or  for
     reorganization  or for the appointment of a receiver or trustee of all or a
     portion of Tenant's or any such guarantor's  property,  or if Tenant or any
     such  guarantor  makes an  assignment  for the  benefit  of  creditors,  or
     petitions for or enters into an arrangement  with its creditors,  then this
     Lease shall  terminate  and  Landlord,  in addition to any other  rights or
     remedies  it may have,  shall have the  immediate  right of reentry and may
     remove all persons and property  from the Premises and such property may be
     removed and stored in a public  warehouse  or  elsewhere at the cost of and
     for the account of Tenant, all without service of notice or resort to legal
     process and without being deemed guilty of trespass, or becoming liable for
     any loss or damage which may be occasioned thereby.

          (b) If the Tenant defaults in the payment of Rent or in the prompt and
     full  performance  of any  provisions  of this Lease,  or if the  leasehold
     interest  or the  Tenant's  business  or fixtures of Tenant are levied upon
     under  execution  or attached by process of law, or if the Tenant  makes an
     assignment for the benefit of creditors,  or if a receiver is appointed for
     any property of the Tenant,  or if the Tenant abandons the Premises,  or if
     Tenant  fails to cure a monetary or  non-monetary  default  within five (5)
     days after written notice thereof,  or if said  non-monetary  default is of
     such a nature that same cannot be cured within five (5) days,  Tenant fails
     to diligently commence to cure within that time and thereafter continues to
     proceed to cure same, then Landlord at its option, may forthwith terminate


                                       20
<PAGE>



     this  Lease  and the  Tenant's  right to  possession  of the  Premises,  or
     terminate only Tenant's right to possession hereunder.

          (c) Upon any  termination  of this Lease,  whether by lapse of time or
     otherwise,  the Tenant shall  surrender  possession and vacate the Premises
     immediately,  and deliver  possession  thereof to the Landlord,  and hereby
     grants to the  Landlord  full and free  license  to enter into and upon the
     Premises  in such  event  with  process  of law and to expel or remove  the
     Tenant and any others who may be  occupying  or within the  Premises and to
     remove any and all property  therefrom,  using such force as may be allowed
     by law without being deemed in any manner  guilty of trespass,  eviction or
     forcible entry or detainer, and without relinquishing the Landlord's rights
     to Rent or another  right given to Landlord  hereunder  or by  operation of
     law.

          (d) If the Tenant  abandons  the  Premises or  otherwise  entitles the
     Landlord so to elect, and the Landlord does elect to terminate the Tenant's
     rights to possession only, without terminating the Lease, the Landlord may,
     at the  Landlord's  option,  enter into the  Premises,  remove the Tenant's
     signs  and  other  evidence  of  tenancy,  and to take and hold  possession
     thereof  without  such  entry  and  possession  terminating  the  Lease  or
     releasing the Tenant, in whole or in part, from the Tenant's  obligation to
     pay the Rent  hereunder for the full term,  and in any such case the Tenant
     shall pay forthwith to the Landlord a sum equal to the entire amount of the
     Rent reserved for the remainder of the stated term plus any other sums then
     due hereunder.  Upon and after entry into possession without termination of
     the Lease,  the Landlord may, but need not,  relet the Premises or any part
     thereof for the account of the Tenant to any  person,  firm or  corporation
     other than the  Tenant for such Rent,  for such time and upon such terms as
     the Landlord, in the Landlord's sole discretion,  shall determine;  and the
     Landlord  shall not be required to accept any tenant  offered by the Tenant
     or to observe any instruction given by the Tenant about such reletting.  In
     any such case,  the Landlord may make repairs,  alteration and additions in
     or to the  Premises  and  redecorate  the same to the extent  deemed by the
     Landlord necessary or desirable, and the Tenant shall, upon demand, pay the
     cost thereof,  together with all of Landlord's  expenses of the  reletting,
     including  by way of  example,  but  not by way of  limitation  advertising
     expenses,  commissions,  broker's fees, etc. If the consideration collected
     by the Landlord  upon any such  reletting  for the Tenant's  account is not
     sufficient  to pay  monthly  the full  amount of the Rent  reserved in this
     Lease,  together  with  the  costs  of  repairs,  alterations,   additions,
     redecorating  and the  Landlord's  expenses,  the  Tenant  shall pay to the
     Landlord the amount of each monthly deficiency upon demand.

          (e) Any and all property which may be removed from the Premises by the
     Landlord  pursuant to the  authority  of this Lease or of law, to which the
     Tenant is or may be entitled, may be handled, removed or stored by Landlord
     at the risk, cost and expense of Tenant,  and Landlord shall in no event be
     responsible  for the value,  preservation  or safekeeping  thereof.  Tenant
     shall pay to Landlord,  upon demand,  all expenses incurred in such removal
     and all storage  charges against such property so long as the same shall be
     in the  Landlord's  possession or under  Landlord's  control.  Landlord may
     place such  property  in storage  for the account of, and at the expense of
     Tenant and if Tenant


                                       21
<PAGE>



     fails to pay the cost of storing such property after it has been stored for
     a period of ninety (90) days or more,  Landlord may sell any or all of such
     property  in such manner and at such times and places as  Landlord,  in its
     sole discretion,  may deem proper,  without notice to or demand upon Tenant
     for the  payment of any part of such  charges of the removal of any of such
     property  and shall  apply the  proceeds  of such sale first to the cost of
     expenses of such sale, including reasonable attorneys' fees; second, to the
     payment of the costs and charges of storing  any  property;  third,  to the
     payment of any other sums of money which may then or  thereafter  be due to
     Landlord  from  Tenant  under  any of the terms  hereof;  and  fourth,  the
     balance, if any, to Tenant. the removal and storage of Tenant's property as
     above provided shall not constitute a waiver of Landlord's lien thereon.

          (f) Tenant shall pay upon demand all of Landlord's costs,  charges and
     expenses,  including  the fees of  counsel,  agents and others  retained by
     Landlord,  incurred in enforcing Tenant's obligations hereunder or incurred
     by Landlord in any  litigation,  negotiation or transaction in which Tenant
     causes Landlord, without Landlord's fault, to become involved or concerned.
     Attorney's fees shall be awardable for all phases of litigation,  trial, as
     well as appellate.

          (g)  To  perfect  and  assist  in the  implementation  of  certain  of
     Landlord's rights in and to the Tenant's personal  property,  Tenant hereby
     pledges and assigns to  Landlord  and grants unto  Landlord a lien upon all
     furniture,  fixtures,  goods and  chattels of Tenant  which shall or may be
     bought  or put  on the  Premises  as  further  security  for  the  faithful
     performance  of the terms,  provisions,  conditions  and  covenants of this
     Lease.  Tenant  specifically  agrees  that  said  lien may be  enforced  by
     distress,  foreclosure or otherwise at the election of the Landlord. Tenant
     hereby  expressly  waives and  renounces for himself and family any and all
     homestead and exemption right he may have now hereafter, under or by virtue
     of the Constitution or laws of the State of Florida, or of any other state,
     or of the United States, as against the payment of Rent, Additional Rent or
     any other charges  payable by Tenant  hereunder or any other  obligation or
     damage that may accrue under the terms of this Agreement.

          (h) Notwithstanding any contrary provision of this Lease, Tenant shall
     look  solely to the  interest of Landlord  or its  successor  (as  Landlord
     hereunder) in the real property of which the Leased Premises are a part for
     the satisfaction of any judgment or judicial process  requiring the payment
     of money as a result of any  negligence or breach of this Lease by Landlord
     or such  successor,  and no other assets of Landlord or its successor shall
     be  subject  to levy,  execution  or other  enforcement  procedure  for the
     satisfaction  of Tenant's  remedies in any of such  events.  Tenant's  sole
     right  and  remedy  in  any  action  or  proceeding  concerning  Landlord's
     reasonableness  (where the same is required  under this Lease)  shall be an
     action for declaratory judgment and/or specific performance.

          (i) If Tenant  shall fail to observe or perform any term or  condition
     on  Tenant's  part to be  observed  or  performed  under this  Lease,  then
     Landlord may,  after  providing  the notice  required in  subparagraph  (b)
     above,  perform the same for the account of Tenant,  and if Landlord  shall
     make any expenditure or


                                       22
<PAGE>




     incur any  obligation  for the  payment  of money in  connection  therewith
     (including  reasonable  attorneys' fees in instituting,  prosecuting and/of
     defending  any  action  or  proceeding  through  appeal),  the sums paid or
     obligations incurred, with interest as specified in Paragraph 1 hereof, and
     costs shall be deemed to be Additional  Rent hereunder and shall be paid by
     Tenant to  Landlord  within  ten (10)  days  after  rendition  of a bill or
     statement therefor.

18.  ASSIGNMENT OR SUB-LETTING OF TENANT'S INTEREST

     The Tenant's  interest in this Lease or any security  deposited  thereunder
shall not be sold,  transferred,  mortgaged or assigned, nor shall the Premises,
or any part thereof,  including  desk space,  be let or sublet without the prior
written  consent  of  Landlord.  Even  though  Landlord  may  consent to a sale,
transfer, mortgage, assignment or subletting thereof, the aforesaid restrictions
shall remain in full force and effect, and no further sale, transfer,  mortgage,
assignment or subletting  shall be made without  Landlord's  consent in writing.
Any sale or  transfer,  whether  to one or more  persons  and  whether at one or
different  times,  of a total of more than fifty  percent (50%) of the shares of
capital  stock of any  corporation  which is then the legal  tenant  under  this
Lease,  or the  transfer  of  greater  than a fifty  percent  (50%)  partnership
interest if a  partnership  is the then legal tenant under this Lease,  shall be
deemed an  assignment  within the meaning of this  Section.  Tenant  agrees that
subject to the further  provisions  hereof, in the event Tenant should desire to
assign  this Lease or sublet the Leased  Premises  or any part  thereof,  Tenant
shall give  Landlord  written  notice of such desire at least sixty (60) days in
advance of the date on which Tenant desires to make such assignment or sublease.
Landlord shall then have a period of thirty (30) days following  receipt of such
notice within which to notify Tenant in writing that Landlord  elects either (1)
to terminate  this Lease as to the space so affected as of the date so specified
by Tenant in which event  Tenant  will be  relieved  of all further  obligations
hereunder  as to such  space,  or (2) to permit  Tenant to assign or sublet such
space, subject, however, to subsequent written approval of the proposed assignee
or sublessee by Landlord,  or (3) to refuse to consent to Tenant's assignment or
subleasing  such space and to continue this Lease in full force and effect as to
the entire Leased Premises.  If Landlord should fail to notify Tenant in writing
of such election within said thirty (30) day period, Landlord shall be deemed to
have elected  option (3) above.  No  assignment  or  subletting  by Tenant shall
relieve Tenant of any obligation under this Lease.  Any attempted  assignment or
sublease by Tenant in violation of the terms and covenants of this  Paragraph 18
shall be void.

     In the event  Landlord  consents  to any  assignment  of this  Lease or any
sublease of all or any part of the Premises, Tenant shall pay the Landlord, on a
monthly  basis,  an amount equal to all Rent,  property and other  consideration
paid under said  assignment or sublease  during each month in excess of the Base
Rent as  adjusted  pursuant  to this  Lease  for said  month.  In the event of a
sublease or assignment of any part of the Premises, Tenant shall pay such amount
as is in excess of that portion of the Base Rent which is  reasonably  allocated
by Landlord to such portion of the Premises.

     Tenant shall pay to Landlord,  Landlord's administrative fees, overhead and
fees of counsel in connection with any assignment or subletting by Tenant and in
connection  with any other  legal  document  which is  prepared  or  reviewed by
Landlord  for the  benefit  of Tenant , but not less  than a minimum  sum of One
Thousand and 00/100 Dollars ($1,000.00).

                                       23
<PAGE>



19.  COLLECTION OF RENT FROM OTHERS

     If the Tenant's  interest in this Lease is assigned,  or if the Premises or
any part thereof is sublet,  Landlord may, after default by Tenant, collect Rent
from the assignee or sub-tenant  and apply the net amount  collected to the Rent
due from  Tenant.  No such  collection  shall be deemed a waiver of the covenant
herein against sale, transfer, mortgage,  assignment and subletting or a release
of Tenant from the performance of the covenants herein  contained.  In the event
of such  default,  Tenant  hereby  assigns  the rent due from the sub- tenant or
assignee to Landlord,  and hereby  authorizes such sub-tenant or assignee to pay
the rent directly to Landlord.

20.  INFORMATION AS TO SUB-TENANTS

     If the Premises shall be sublet in whole or in part by Tenant, Tenant will,
on demand of  Landlord,  furnish  and supply in writing,  within  three (3) days
after such demand, any and all information with regard to said sub-tenants which
Landlord may reasonably request.  Nothing herein contained shall be construed to
be a consent to any sub-letting or a waiver of the covenant against  sub-letting
contained therein.

21.  RELOCATION

     Landlord expressly reserves the right before possession or commencement and
during  the term of this  Lease,  at its sole cost and  expense,  to remove  the
Tenant from the Leased  Premises  and relocate the Tenant to some other space of
Landlord's  choosing of approximately  the same size within the Building,  which
other space shall be  decorated by Landlord at  Landlord's  expense and Landlord
may in its  discretion  use such  decorations  and  materials  from the existing
Leased  Premises  or other  materials,  so that the  space  in which  Tenant  is
relocated is  comparable  in its interior  design and  decoration  to the Leased
Premises  from which  Tenant is  removed;  provided,  however,  that if Landlord
exercises  its  election to remove and relocate the Tenant to other space within
the Building and the new space is at that time leasing for a higher rate of Rent
per square foot of Net Rentable  Area,  then Tenant shall not be required to pay
the  difference  between  the Rent per square foot of Net  Rentable  Area of the
Leased  Premises and the higher Rent per square foot of Net Rentable Area of the
space to which Tenant is relocated; provided, further, that if Tenant is removed
and relocated to other space within the Building which is then leasing at a rate
of Rent per square foot of the Net Rentable  area less than the rate of Rent per
square foot of the Net  Rentable  Area of the existing  Leased  Premises at that
time, Tenant's Rent per square foot shall be reduced to the Rent per square foot
of Net Rentable  Area then being  charged for the space in which Tenant has been
relocated.  Tenant,  by the execution of this Lease,  acknowledges the foregoing
right of Landlord, and no rights granted in this Lease to Tenant, including, but
not limited to the right of  peaceful  and quiet  enjoyment,  shall be deemed to
have been  breached or interfered  with by reason of Landlord's  exercise of the
right of relocation  reserved in this Paragraph.  Landlord's sole obligation for
costs and  expenses  of  removal  and  relocation  shall be the  actual  cost of
relocating  and  decorating  the space in which tenant is relocated,  and Tenant
agrees that  Landlord's  exercise of its election to remove and relocate  Tenant
shall not terminate this Lease or release the Tenant,  in whole or in part, from
the Tenant's


                                       24
<PAGE>



obligation to pay the rents and perform the  covenants  and agreement  hereunder
for the full term of this Lease.  Landlord will endeavor to relocate Tenant with
a minimum of disturbance to Tenant's  business,  and for such period, if any, as
Tenant is unable to conduct its business during and because of such  relocation,
Rent shall abate.


22.  RIGHT OF LANDLORD TO USE ENTRANCES, ETC. AND TO CHANGE SAME

     For the  purpose of making  repairs or  alterations  in any  portion of the
Building of which the Premises form a part,  Landlord may use one or more of the
street  entrances,  halls,  passageways  and  elevators  of the  said  Building,
provided,  however,  that there be no  unnecessary  obstruction  of the right of
entry to the  Premises  while the same are  occupied.  Landlord  may at any time
change the name or number of the  Building,  remodel  or alter the same,  or the
location of any entrance  thereto,  or any other portion thereof not occupied by
Tenant,  and the same shall not  constitute a constructive  or actual,  total or
partial eviction.

23.  ATTORNEYS' FEES

[6]


24.  EXAMINATION OF PREMISES AND NO ORAL REPRESENTATION

     The  taking  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,  subject to "punch list" items and latent defects. No
representation, except those contained herein, have been made on the part of the
Landlord  with  respect to this  undertaking,  whether  relating  to the repair,
condition  or otherwise  of the  Premises or the  Building.  Tenant will make no
claim on account of any representation  whatsoever,  whether made by any renting
agent,  broker,  offices or other  representative  of  Landlord  or which may be
contained in any circular, prospectus advertisement relating to the Premises, or
otherwise, unless the same is specifically set forth in this Lease.



--------

[6]  In the event of  litigation  to enforce any of the terms or  provisions  of
     this Lease,  the prevailing party shall be entitled to be reimbursed by the
     non- prevailing party for its reasonable attorney fees and court costs.


                                       25


25.  SUBORDINATION

     Tenant agrees that its rights  hereunder are subordinate to the lien of any
mortgage,  ground lease,  or any other method of financing or refinancing now or
hereafter  placed against the Land and/or the Premises  and/or any/or all of the
Building  now built or  hereafter to be built on the Land by Landlord and to any
and all advances made or to be made  thereunder and to the interest  thereon and
to all  renewals,  replacements,  modifications,  consolidations  and  extension
thereof.  This paragraph shall be  self-operative  and no further  instrument of
subordination  shall be required.  Tenant further agrees that it will enter into
and execute all  documents  which any such  mortgagee  or any ground  lessor may
reasonably  request Tenant to enter into and execute,  including a subordination
agreement. Tenant agrees that it will send copies of all notices to Landlord, to
Landlord's mortgagees or ground Lessors, provided that Tenant has been furnished
with the name and  address of such  mortgagees  or ground  lessors,  and further
provided that  Landlord or  Landlord's  mortgagee or ground lessor has requested
Tenant to send copies of such notices.  Tenant agrees that Tenant will attorn to
any mortgagee or ground lessor or purchaser at a foreclosure  sale, if requested
to do so.

     The Tenant  further  covenants  and  agrees  that if by reason of a default
under any underlying  lease  (*including  an underlying  lease through which the
Landlord  derives its leasehold  estate in the Premises),  such underlying lease
and the  leasehold  estate of the  Landlord in the  Premises  demises  hereby is
terminated,  the  Tenant  will  attorn to the then  holder  of the  reversionary
interest in the Premises demised by this Lease and will recognize such holder as
the  Tenant's  Landlord  under  this  Lease.  The Tenant  agrees to execute  and
deliver,  at any time and from time to time, upon the request of the Landlord or
of the  lessor  under  any such  underlying  lease any  instrument  which may be
necessary or appropriate to evidence such attornment.  The Tenant further waives
the provision of any statute or rule of law now or hereafter in effect which may
give or purport to give the Tenant any right of election to terminate this Lease
or to  surrender  possession  of the  premises  demised  hereby in the event any
proceeding is brought by the lessor under any underlying  lease to terminate the
same.

     If a Mortgagee of Landlord's shall request reasonable modifications to this
Lease,  Tenant  shall  execute,  acknowledge,  and deliver to the  Mortgagee  an
agreement, in form and substance satisfactory to the Mortgagee,  evidencing such
modifications,  provided  that  such  modifications  do  not  increase  Tenant's
obligations  under this Lease or materially  adversely  affect (a) the leasehold
interest  created by this Lease, or (b) Tenant's use and occupancy or the Leased
Premises.

26.  HOLDING OVER

     If the Tenant retains  possession of the Premises or any part thereof after
the  termination  of this Lease or any  extension  thereof,  by lapse of time or
otherwise, the Tenant shall pay the Landlord Rent at double the rate payable for
the year  immediately  proceeding said holdover,  computed on a per month basis,
for the time the Tenant  thus  remains in  possession.  The  provisions  of this
paragraph  do not waive the  Landlord's  rights of  re-entry  or any other right
hereunder.  Any retention of the Premises after the termination of this Lease or
any extension  thereof shall be considered as a  month-to-month  holdover unless
otherwise agreed to in writing by both parties.



                                       26
<PAGE>



27.  CERTIFICATE BY TENANT

     Tenant  shall  deliver  to  Landlord  or to its  mortgagees,  auditors,  or
prospective purchaser, or to the owner of the fee, when requested by Landlord, a
certificate  to the effect  that this Lease is in full force and effect and that
Landlord  is not in  default  therein  or stating  specifically  any  exceptions
thereto.  Failure to give such a certificate  within ten (10) days after written
request shall be conclusive  evidence that the Lease is in full force and effect
and Landlord is not in default and Tenant shall be estopped  from  asserting any
defaults known to him at that time.

28.  REMEDIES CUMULATIVE

     The various rights,  remedies,  powers and elections of Landlord  reserved,
expressed,  or contained in this Lease,  are cumulative and no one of them shall
be deemed to be  exclusive  to the  others or of such  other  rights,  remedies,
powers,  options or elections as are now, or may  hereafter be,  conferred  upon
Landlord by law.

29.  NO WAIVER OF PERFORMANCE

     No waiver of Landlord of any provision  hereof shall be deemed to have been
made  unless  such  waiver is in  writing  signed by  Landlord.  The  failure of
Landlord  to insist  upon the  strict  performance  of any of the  covenants  or
conditions of this Lease, or to exercise any option herein conferred,  shall not
be construed as waiving or  relinquishing  for the future of any such covenants,
conditions or options,  but the same shall continue and remain in full force and
effect.  No act of Landlord or its agent  during the term hereof shall be deemed
an  acceptance  or a  surrender  of the  Premises  unless  made in  writing  and
personally  subscribed  by  Landlord.  Neither  the  delivery of the keys to the
Premises by Tenant to  Landlord  or its agents is to be deemed a  surrender  and
acceptance  thereof.  No payment by Tenant of a lesser  amount  than the monthly
Rent  herein  stipulated  shall be deemed  to be other  than on  account  of the
stipulated Rent.

30.  AGREEMENT TO INDEMNIFY

     Tenant  shall  indemnify  and save  Landlord  harmless,  and does  agree to
indemnify and save Landlord harmless,  of and from all fines,  claims,  demands,
and causes of action of every  nature  whatsoever  arising or growing out of any
manner  connected with the  occupation or use of the Premises and Building,  and
every part thereof, by Tenant and the employees,  agents,  servants,  guests and
invitees of Tenant,  including without limiting the generality of the foregoing,
any claims,  demands and causes of action for personal  injury  and/or  property
damage, and said indemnification shall extend to any liens, claims, demands, and
causes of action of every nature whatsoever which may be made upon, sustained or
incurred by Landlord by reason of any breach,  violation of  non-performance  of
any term, covenant,  or condition hereof on the part of the Tenant, or by reason
of any  act or  omission  on the  part of  Tenant  and  the  employees,  agents,
servants,  guests  and  invitees  of  Tenant.  In any  such  event,  comparative
negligence  on the part of the  Landlord  shall not in any way  effect  Tenant's
obligation under this  indemnification.  Tenant agrees that this indemnification
shall further  extend to all costs  incurred by Landlord,  including  reasonable
attorney's fees.

     Tenant  agrees  that,  at all times  during  the Term (as well as prior and
subsequent thereto, if Tenant or its agents shall then use


                                       27
<PAGE>



or occupy a portion of the  Leased  Premises),  it shall  keep in force,  with a
responsible  insurance  company  licensed to do business in the State of Florida
which  shall  have at least a Best's  Rating of A and  otherwise  be  reasonably
acceptable  to  Landlord,  commercial  general  liability  and  property  damage
liability  insurance in a single limit of not less than  $1,000,000.00  covering
death or injury to any person(s) as well as property  damage.  Such policy shall
(a) include  Landlord,  its managing  agent (if any),  and such other parties as
Landlord may designate as parties insured;  (b) be considered primary insurance;
(c) include by endorsement  an agreement  insuring  Tenant's  indemnity and hold
harmless  obligations  under  this  paragraph;  (d)  provide  that it may not be
cancelled or changed without at least twenty (20) days prior written notice from
the insurer to each party insured thereunder; and (e) provide that the insurance
company  issuing  the  policy  shall  not  have a right of  subrogation  against
Landlord or its insurer. Upon Landlord's request from time to time, Tenant shall
furnish  Landlord  with either the original  policy,  or at Tenant's  option,  a
certificate of the insurance so carried by Tenant.

     In case Landlord shall be made a party to any litigation  commenced against
Tenant,  then Tenant shall protect and hold Landlord  harmless and shall pay all
costs,  expenses and reasonable attorney's fees incurred or paid by Landlord for
attorneys of its own choice in connection with such litigation.

31.  NOTICES

     All notices shall be in writing.  Any notice by Landlord to Tenant shall be
deemed to be duly given if either delivered personally to Tenant, [7] days after
depositing  into the United States mail system via registered or certified mail,
or via  overnight  mail  (i.e.,  Federal  Express),  addressed  to Tenant at the
Building in which the  Premises are  situated.  Any notice of Tenant to Landlord
shall be deemed duly given if delivered  personally to Landlord,  [8] days after
depositing  into the United States mail system via registered or certified mail,
or via overnight  mail (i.e.,  Federal  Express),  addressed to Landlord,  19495
Biscayne  Boulevard,  Aventura,  Florida  33180 (or at such other address as may
hereafter be designated by Landlord), and also to the agent of Landlord, if any,
charged with the renting and management of the Building.

32.  SURRENDER AT EXPIRATION OF THE TERM

     Tenant  agrees  at the  expiration  of the term to quit and  surrender  the
Premises and everything belonging to or connected therewith in as good state and
condition as  reasonable  wear and use thereof  will  permit,  and to remove all
signs,  advertisements  and rubbish from the said  Premises;  and Tenant  hereby
expressly  authorizes  Landlord,  as the agent of Tenant, to remove such rubbish
and make such changes and repairs as may be necessary to restore the Premises to
such condition at the expense of Tenant.



--------
[7]  five (5) business
[8]  five (5) business

                                       28
<PAGE>



33.  RULES AND REGULATIONS

     Tenant agrees to observe and comply with and Tenant agrees that his agents,
servants,  employees  and all persons  visiting in the Premises will observe and
comply with rules and regulations (the "Rules and  Regulations")  annexed hereto
and such other and further  Rules and  Regulations  as Landlord may from time to
time deem needful and prescribe for the reputation, safety, care and cleanliness
of the  Building  and Land and the  preservation  of good order  therein and the
comfort, quiet, and convenience of other occupants of the Building,  which Rules
and  Regulations  shall be liable to Tenant for the violation of any of the said
Rules and  Regulations by any other Tenant or person.  Landlord  agrees that the
Rules and  Regulations  will be reasonable  and will not interfere with Tenant's
quiet enjoyment of the Premises.

34.  SIGNS

     Tenant shall not  construct  any signs on the Premises or any other portion
of the Building. The Landlord will provide and install, at its sole expense, all
letters or numerals  on doors  entering  the  Premises  and a Building  standard
listing on the directory  board located within the Building  evidencing the name
of the Tenant  only.  All such  letters and  numerals  shall be in the  standard
graphics as approved in writing by Landlord for the Building and no others shall
be permitted on the Premises  without the Landlord's prior written consent which
consent may be arbitrarily withheld. Any letters, names or numerals on the doors
entering the  Premises or on the  Building's  directory  board other than as set
forth above shall be provided  for and  installed  by Landlord at Tenant's  sole
expense.

35.  IMPROVEMENTS BY TENANT

     In  making  any  alterations,   decorations,  additions,  installations  or
improvements to or in the Premises, Tenant shall employ only such labor as shall
have the same union affiliations as the workmen of Landlord's  contractors,  and
such as will not cause  strikes or labor  trouble  with other  employees  in the
building employed by Landlord or Landlord's contractors;  and all such work done
by Tenant shall be performed  and installed in such a manner that the same shall
comply with all provisions of law,  ordinances and all Rules and  Regulations of
any and all agencies and authorities having jurisdiction over the Premises,  and
at such time and in such manner as not to  interfere  with  progress of any work
being performed by or on account of Landlord.  Notwithstanding the foregoing, it
is understood  that Tenant is not obliged by Landlord to make any improvement or
improvements,  and in no event  shall  Tenant have the right to create or permit
there to be  established,  any lien or  encumbrances  of any nature  against the
Premises or the Building for said  improvement or  improvements  by Tenant,  and
Tenant shall fully and promptly pay the cost of any  improvement or improvements
made or improvements made or contracted by Tenant.



                                       29
<PAGE>



36.  IMPROVEMENT OF THE DEMISED PREMISES

     Tenant hereby agrees to accept the Premises in its "AS-IS" condition. [9]

37.  LANDLORD'S INTEREST NOT SUBJECT TO MECHANICS LIENS AND REMOVAL OF LIENS

     (a)  Landlord's  Interest  Not Subject to Liens.  All persons to whom these
presents may come are put upon notice of the fact that Tenant shall never, under
any  circumstances  have the power to subject  the  interest  of Landlord in the
Premises or any portion of the Building to any mechanics' or materialmen's  lien
or liens of any kind. All persons who may hereafter,  during the  continuance of
this Lease, furnish work, labor,  services or materials to the Premises,  or any
portion of the  Building  upon the  request  or order of  Tenant,  or any person
claiming under, by or through Tenant, must look wholly to the interest of Tenant
and not to that of Landlord.

     (b) Tenant's  Obligation to Remove Liens. Tenant shall not permit or suffer
to be filed or claimed  against  the  Premises  or any  portion of the  Building
during the  continuance  of this Lease any lien or liens of any kind arising out
of the  action of  Tenant,  and if any such  lien be  claimed  or filed,  Tenant
covenants, within the time now about to be limited, to cause the lien ("Claim"),
either  through the deposit into court pursuant to statute of the necessary sums
of money,  or in any other way which is competent  legally to effect the release
("Release") of the Premises and/or the Building from the Claim.  The time within
which Tenant must effect such Release of the premises  and/or the  Building,  as
aforesaid, is as follows:

          (i) If the Claim  shall have been  evidenced  through  the giving of a
     written  notice of lien  claim,  and if such  notice be filed  amongst  the
     Public  Records of Dade  County,  Florida,  then Tenant  shall  effect such
     Release  from such Claim  within  thirty (30) days after the time when such
     Claim shall have been filed amongst the Public Records.

          (ii) If the Claim be  evidenced,  without  notice having been given as
     aforesaid, through the filing of a suit in any court having jurisdiction of
     the subject  matter,  in which suit the Claim is asserted  and sought to be
     enforced,  then Tenant  must effect the Release  within ten (10) days after
     the time when service of process shall have been  completed  against Tenant
     or Landlord in the suit.

     In the event that the Tenant shall violate the terms and provisions of this
paragraph,  such  violations  shall  constitute an immediate  default under this
Lease.

         38. SECURITY

     Tenant has  deposited  with  Landlord  the sum of Ten  Thousand Two Hundred
Three and 56/100 Dollars  ($10,203.56)  representing the equivalent of three (3)
months' Rent including 7.0% sales tax, as security for the faithful  performance
and observance by Tenant of the terms,  provisions and conditions of this Lease.
It is agreed that,


--------

[9]  Notwithstanding  anything herein to the contrary,  Landlord,  at Landlord's
     sole cost and  expense,  shall  perform the  following  work in the Demised
     Premises:  (i) re-paint the Demised  Premises;  (ii)  re-carpet the Demised
     Premises;  and (iii)  create an entrance  way between the two (2)  existing
     suites.


                                       30
<PAGE>


in the event  Tenant  defaults  in respect of any of the terms,  provisions  and
conditions  of this  Lease,  including,  but not limited to, the payment of Base
Rent and  Additional  Rent,  Landlord may use,  apply or retain the whole or any
part of the  security  deposited  to the extent  required for the payment of any
Rent for any sum  which  Landlord  may  expend or may be  required  to expend by
reason of  Tenant's  default  in  respect  of any of the  terms,  covenants  and
conditions  of this  Lease,  including,  but not  limited  to,  any  damages  or
deficiency in the re-letting of the Premises, whether such damage accrued before
or after summary  proceedings  or other  re-entry by Landlord.  In the event the
Tenant  shall fully and  faithfully  comply  with all of the terms,  provisions,
covenants and conditions of this Lease, the security shall be returned to Tenant
after the date fixed at the end of the Lease,  and after  delivery of the entire
possession  of the Premises to Landlord.  In the event of a sale of the Land and
Building,  of which the Premises form a part,  Landlord  shall have the right to
transfer the security to the vendee, and Landlord shall thereupon be released by
Tenant from all  liability  for the return of such security and Tenant agrees to
look solely to the new  Landlord for the return of said  security.  It is agreed
that the provisions  hereof shall apply to every transfer or assignment  made of
the security to a new Landlord. Tenant further covenants that it will not assign
or encumber the monies  deposited  herein as security and that neither  Landlord
nor its assigns shall be bound by any such assignment or  encumbrance.  Landlord
shall not be  required  to keep the  security  in a  segregated  account and the
security may be commingled  with other funds of Landlord,  and in no event shall
Tenant be entitled to any  interest on the  security.  The  mortgagee  holding a
mortgage  encumbering  the Building  shall not be  responsible to Tenant for the
security  deposit in the event such mortgagee  becomes the owner of the Building
through foreclosure or by reason of a deed in lieu thereof. Tenant agrees not to
look to any Mortgagee or Purchaser at any foreclosure  sale or Grantee in a Deed
given in lieu of  foreclosure  for the return of any Security  Deposit  given to
Landlord unless Landlord has given such Deposit to any such entity.

         39.      QUIET POSSESSION AND OTHER COVENANTS

     (a) Landlord covenants that if and so long as Tenant pays the Base Rent and
Additional  Rent  reserved by this Lease and  performs  and  observes all of the
covenants,  conditions,  and Rules and Regulations hereof,  Tenant shall quietly
enjoy  the  Premises,  subject,  however,  to the  terms of this  Lease.  Tenant
expressly   agrees   for   it,   its   executors,    administrators,    personal
representatives,  successors  and assigns that the  covenant of quiet  enjoyment
(express or implied)  and all other  covenants  in this Lease on the part of the
Landlord to be performed  shall be binding upon the Landlord as long as Landlord
remains the ground lessee of the Land on which the Premises are located.

     (b) Landlord's  Warranty of Title.  Landlord hereby represents and warrants
to Tenant as follows:

          (i) Donald Soffer and Bernard  Redlich,  as trustees  under Land Trust
     No.  SR-1  ("Master  Lessor")  is the  owner  of the  land  underlying  the
     Premises.

          (ii)  Master  Lessor has leased the land  underlying  the  Premises to
     Landlord via a ground lease (the  "Master  Lease").  The Master Lease is in
     full force and  effect.  No  default  exists  under the  Master  Lease with
     respect to the obligations of either Master Lessor or Landlord.


                                       31
<PAGE>



          (iii) Landlord has full right and authority to enter into this Lease.

          (iv) No joinder  or  approval  of any other  person is  required  with
     respect to Landlord's right and authority to enter into this Lease.

40.  COMMON AREAS

     So long as this Lease is in good standing,  Tenant and Tenant's  employees,
agents, servants,  customers and invitees shall have a nonexclusive right to use
the Common Areas in common with the other occupants of the Building,  employees,
agents,  servants,  customers  and  other  invitees,  subject  to the  Rules and
Regulations promulgated by Landlord from time to time.

41.  BROKER

     Tenant  covenants,  warrants and represents that no broker was instrumental
in consummating  this Lease [10] and that no conversations or negotiations  were
had with any broker [11]  concerning the renting of the Premises.  Tenant agrees
to hold  Landlord  harmless  from and  against,  and agrees to defend at its own
expense,  any and all  claims  for a  brokerage  commission  by Tenant  with any
brokers. [12]

42.  TRANSFER BY LANDLORD

     In the  event  that the  interest  or  estate  of  Landlord  in the Land or
Building  shall  terminate  by  operation  of law or by  bona  fide  sale  or by
execution or  foreclosure  sale, or for any other  reason,  then and in any such
event   Landlord   shall  be  released  and  relieved  from  all  liability  and
responsibility  as to  obligations  to be  performed  by Landlord  hereunder  or
otherwise.  In such event,  Landlord's  successor,  by  acceptance  of Rent from
Tenant  hereunder,  shall become liable and  responsible to Tenant in respect to
all such obligations of landlord under this Lease.

43.  TIME

     The  parties  hereto  agree  that time is of the  essence of this Lease and
applies to all terms and conditions contained herein.

44.  COPIES OF LEASE

     This  Lease  may  be  executed  by  the  parties  hereto  in  one  or  more
counterparts  each of which shall be an original and all of which constitute one
and the same agreement.  Copies of this Lease or any amendment  hereto certified
by the parties to be true and correct shall be satisfactory evidence thereof for
all purposes.

45.  SUCCESSORS

     The terms and conditions of this Lease shall inure to the benefit of and be
binding   upon  any   successor   hereunder,   as  well  as  upon  the  personal
representatives,  heirs,  assigns (where  permitted) and all other successors in
interest of the parties.

--------

[10] , other than EWR,
[11] , other than EWR,
[12] , other than EWR


                                       32
<PAGE>



46.  CONSTRUCTION, APPLICABLE LAW

     The words  "Landlord"  and "Tenant" as used herein shall include the plural
as well as the singular.  Words used in masculine  gender include the gender and
neuter.  If there be more than one Landlord or Tenant,  the obligations  imposed
hereunder  upon the  Landlord or Tenant  shall be joint or several.  The section
headings  or titles in this Lease are not a part hereof and shall have no effect
upon the construction of interpretation of any part hereof.  This Lease shall be
construed  and  enforced  under the laws of the  State of  Florida.  Should  any
provisions of this Lease be illegal or unenforceable under such laws, it or they
shall be considered  severable and this Lease and its conditions shall remain in
force and be binding  upon the  parties  hereto  just as though  the  illegal or
unenforceable provisions had never been included herein.

47.  JOINDERS

     The Tenant hereby agrees to join in any and all  documents  pertaining  the
Land and/or Building, which are requested by Landlord including, but not limited
to,  land use plan  amendments,  zoning  applications,  development  of regional
impact applications and all other permits,  applications and/or documents, to be
filed with any governmental and/or  quasi-governmental  authorities with respect
to the  development  of  all or any  portion  of the  Building  and/or  property
adjacent  to the  Building  which may now or in the future be owned by  Landlord
provided that such joinder shall not  unreasonably  materially  affect  Tenant's
ability to occupy the Premises.

48.  ENTIRE AGREEMENT

     This Lease contains the entire agreement between the parties hereto and all
previous  negotiations  leading  thereto,  and  it may be  modified  only  by an
agreement in writing  signed and sealed by Landlord and Tenant.  No surrender of
the Leased  Premises,  or of the remainder of the terms of this Lease,  shall be
valid unless  accepted by landlord in writing.  Tenant  acknowledges  and agrees
that Tenant has not relied upon any statement,  representation, prior written or
prior or contemporaneous oral promises,  agreements or warranties except such as
are expressed herein.

49.  TYPEWRITTEN AND HANDWRITTEN PROVISIONS

     To  the  extent  that  any  portions  of  the  handwritten  provisions,  or
amendments to this Lease conflict with the typewritten provisions, or amendments
to this Lease conflict with the typewritten provisions,  then in all events, the
handwritten provisions shall prevail.

50.  TENDER AND DELIVERY OF LEASE INSTRUMENT

     Submission of this instrument for examination does not constitute an offer,
right of first refusal,  reservation of or option for the Leased Premises or any
other space or premises in, on or about the Building.  This  instrument  becomes
effective as a Lease upon execution and delivery by both Landlord and Tenant.

51.  NO PARTNERSHIP

     Nothing  contained in this Lease shall be deemed or construed to create any
other  relationship  between the parties  hereto other than that of Landlord and
Tenant.


                                       33
<PAGE>



52.  PARKING

     Tenant  shall be  entitled to rent one (1)  parking  space in the  enclosed
parking  garage for each 500 square feet of Net Rentable  Area leased to Tenant;
accordingly, Tenant is entitled to two (2) parking spaces in the enclosed garage
at the initial cost of $75.00 per space per month for unassigned  parking spaces
or $150.00 per space per month for assigned  parking  spaces.  Assigned  parking
spaces shall be  designated as Tenant's  spaces.  Landlord  shall  determine any
increase  in such per space cost on an annual  basis  based  upon the  following
described formula:

     The parking  space fee provided  above shall,  at the  commencement  of the
second  Lease Year and each year  thereafter  (the  "Rental  Adjustment  Date"),
increase  (such new fee is referred to as the  "Adjusted  Parking Space Fee") at
the same rate as increases in the Consumer  Price Index,  all cities,  all urban
consumers, all items, 1982-84 = 100, published by the United State Department of
Labor,  Bureau of Labor Statistics  ("Index").  The Index which is published for
the month of the Commencement Date is the beginning index  ("Beginning  Index").
The Parking Space Fee increase adjustment is to be calculated as follows: If the
Index  published for the month Rental  Adjustment Date  ("Extension  Index") has
increased over the Beginning Index, the Parking Space Fee for the following year
(until the next rent  adjustment)  shall be set by multiplying the Parking Space
Fee for the  Commencement  Date by a  fraction,  the  numerator  of which is the
Extension Index and the denominator of which is the Index for the previous Lease
year.

     Notwithstanding  anything  herein to the  contrary,  in no event  shall the
parking  space fee  increase in an amount less than four  percent (4%) per Lease
Year.

     It is  understood  that the Index is now being  published  by the Bureau of
Labor  Statistics.  Should said Bureau change the manner of computing the Index,
the Bureau shall be requested to furnish a conversion  factor designed to adjust
the new index to the one  previously in use and the  adjustment to the new index
shall be made on the basis of such conversion factor.  Should the publication of
the  Index be  discontinued  by said  Bureau,  then such  other  Index as may be
published by such bureau most nearly  approaching said discontinued  Index shall
be  used  in  making  the  adjustments  herein  provided.   Should  said  Bureau
discontinue the publication of any Index herein contemplated, then such Index as
may be published by another  United  States  Governmental  Agency as most nearly
approximates  the Index first above  referred to shall govern and be substituted
as the Index to be used, subject to the application of an appropriate conversion
factor to be furnished by the governmental  agency publishing the adopted Index.
If such  governmental  agency  will not furnish  such  conversion  factor,  then
Landlord  shall  choose a  conversion  factor or a new Index  which most  nearly
approximates  the Index.  The  decision of the  Landlord in this regard shall be
final.

     Parking  areas for Tenant and  Tenant's  employees  that do not park in the
enclosed parking garage shall be entitled to park in an open air surface parking
area  designated  by  Landlord.  Landlord may  redesignate  the open air surface
parking area from time to time in its sole and absolute discretion.



                                       34
<PAGE>



53.  LEASE NOT TO BE RECORDED

     The Tenant shall not record this Lease or any  memorandum of its terms.  In
addition to all other  rights and remedies  available  to Landlord,  the parties
agree  that the  recording  of this  Lease may  create a cloud upon Title of the
Building and the Tenant does hereby indemnify and hold the Landlord harmless for
all loss,  expenses including but not limited to attorneys' fees and court costs
through all trial and  appellate  levels  which may be incurred by Landlord as a
result of Tenant's  breach of the terms and  provisions  of this  paragraph.  In
addition to any and all other rights or remedies  available at law or in equity,
Landlord  shall  specifically  have the right to injunctive  relief to cause any
memorandum  in  violation of this  provision  to be vacated of record.  Landlord
reserves  the  right  (but  not the  obligation)  to  record  this  Lease or any
memorandum of its terms.

54.  MISCELLANEOUS

     (a) All of the  parties  have  participated  fully in the  negotiation  and
preparation  hereof;  and,  accordingly,  this Lease shall not be more  strictly
construed against any one of the parties hereto.

     (b) Neither Landlord nor Tenant shall divulge the contents of this Lease to
any other party except as required by Law.

55.  EXHIBITS

     The following  Exhibits,  which are attached hereto,  are incorporated into
this Lease by reference and constitute a part hereof:


     (a) Exhibit "A" - Plans

     (b) Exhibit "B" - Net Rentable Area and Common Area Definitions

     (c) Exhibit "C" - Rules and Regulations

     (d) Security Deposit Receipt





                                       35
<PAGE>



     IN WITNESS  WHEREOF,  the respective  parties have hereunto set their hands
and seals and caused  these  presents to be  executed  by their duly  authorized
officers the date set forth below.

     Signed, sealed and delivered in the presence of:


Witness:                                     Landlord:
                                               ONE TURNBERRY PLACE
                                               ASSOCIATES, a Florida general
                                               partnership

                                               By:
----------------------------------             ---------------------------------

                                               Title
                                               :
----------------------------------
         (as to Landlord)
                                               Date:
                                               ---------------------------------

                                               Tenant:
                                               MEDICAL MAKEOVER CORP. OF
                                               AMERICA, INC., a Florida
                                               corporation


                                               By:
----------------------------------             ---------------------------------

                                               Title:
----------------------------------
          (as to Tenant)
                                               Date:
                                              ----------------------------------





                                       36
<PAGE>




                                   EXHIBIT "A"

                                      PLANS



                                       37
<PAGE>



                                   EXHIBIT "B"

     The term "Net Rentable Area",  as used in this Lease,  refers to (i) in the
case of a single  tenancy  floor,  all space measured from the inside surface of
the outer glass or finished  column walls of the Building to the inside  surface
of the opposite  outer glass or finished  column wall,  excluding only the areas
(the "Service  Areas") within the outside walls used for building  stairs,  fire
towers,  elevator shafts,  flues, vents, stacks, pipe shafts and vertical ducts,
but  including  any such areas which are for the specific use of the  particular
tenant  such as special  stairs or  elevators,  and (ii) in the case of a multi-
tenancy  floor,  all space  within  the  inside  surface  of the outer  glass or
finished  column walls  enclosing the Tenant  occupied  portion of the floor and
measured to the inside surface of the walls  separating  areas leased by or held
for lease to other tenants or from areas devoted to corridors,  elevator foyers,
rest rooms, service areas and other similar facilities of the use of all tenants
on the particular  floor (which  facilities are included in the "Common  Areas")
which are more particularly  described below, but including a proportionate part
of the Common  Areas  located  on such  floor and,  in the cases of both (i) and
(ii),  including  a  proportionate  part  of the  Common  Areas  located  in the
Building.  No  deductions  from  Net  Rentable  Area are  made  for  columns  or
projections necessary to the Building. The Net Rentable Area in the Premises and
in the Building have been  calculated  on the basis of the foregoing  definition
and are  stipulated for all purposes of this Lease to be 1,151 square feet as to
the  Premises,  and  139,179  square  feet as to the  Building,  whether  either
designated square footage should be more or less as a result of minor variations
resulting from actual construction and completion of the Premises for occupancy,
so long as such  work is done  substantially  in  accordance  with the plans for
construction of the Building which are being used as of the date of this Lease.

     "Common Areas" shall mean the following  area (as initially  constructed or
as the same may be enlarged or reduced at any time  hereinafter):  (i) any areas
devoted to lobbies, hallways, elevators,  restrooms, janitorial closets, vending
areas and other  similar  facilities  provided  for the common use or benefit of
tenants generally and/of for the public located in the Building; (ii) within the
exterior walls of the Building used for mechanical rooms, electrical facilities,
telephone closets, building stairs, fire towers, elevator shafts, vents, stacks,
pipe shafts and vertical ducts (but shall not include any such areas  designated
for the  exclusive  use or benefit of the Tenant);  (iii) those  portions of the
Land  which are  provided  and  maintained  for the  common  use and  benefit of
Landlord and tenants of the Building  generally  and  employees and invitees and
licensees of Landlord and such tenants; including without limitation all parking
areas (other than the parking garage) and all streets,  sidewalks and landscaped
areas  comprising  the Land; and (iv) those portions of other property which may
be adjacent to the Building  which areas are  maintained and used for the common
use and benefit of Landlord,  tenants in the Building  generally  and/or  tenant
leasing  portions of the property  adjacent to the Building,  i.e., in the event
there  was an access  drive  which was  located  on the Land and other  property
adjacent to the  Building  over which  Tenant and other  tenants in the Building
were permitted to have access, such area(s) would be considered Common Areas for
purposes of this Lease.


                                       38
<PAGE>



                                   EXHIBIT "C"

                              RULES AND REGULATIONS

1.   Tenant,  its officers,  agents,  servants and employees  shall not block or
     obstruct any of the entries,  passages,  doors, elevators,  elevator doors,
     hallways or  stairways  of Building or place,  empty or throw any  rubbish,
     litter,  trash or material  of any nature  into such areas,  or permit such
     areas to be used at anytime  except for ingress  and egress of Tenant,  its
     officers,  agents,  servants,  employees,  patrons,  licensees,  customers,
     visitors or invitees.

2.   No sign, door plaque,  advertisement or notice shall be displayed,  painted
     or affixed by Tenant, its officers, agents, servants,  employees,  patrons,
     licensees, customers, visitors or invitees in or on any part of the outside
     or inside of Building,  or Leased Premises without prior written consent of
     Landlord and then only of such color, size,  character,  style and material
     and in such places as shall be approved and  designated by Landlord.  Signs
     on doors and  entrances  to Leased  premises  shall be placed  thereon by a
     contractor designated by Landlord and paid for by Tenant.

3.   Landlord will not be responsible  for lost or stolen  property,  equipment,
     money or any  article  taken  from  Leased  Premises,  Building  or  common
     facilities regardless of how or when loss occurs.

4.   Tenant, its officers,  agents, servants, and employees shall not install or
     operate any refrigerating,  heating or air conditioning  apparatus or carry
     on any  mechanical  operation  or bring into Leased  Premises,  Building or
     common  facilities any  inflammable  fluids or explosives  without  written
     permission of Landlord.

5.   Tenant,  its officers,  agents,  servants or employees  shal not use Leased
     Premises,  Building or common  facilities for housing,  lodging or sleeping
     purposes  or for the  cooking  or  preparation  of food  without  the prior
     written consent of Landlord.

6.   No  additional  locks shall be placed on any door in  Building  without the
     prior written  consent of Landlord.  Landlord will furnish two keys to each
     lock on doors in the Leased Premises and Landlord,  upon request of Tenant,
     shall provide additional  duplicate keys at Tenant's expense.  Landlord may
     at all times  keep a pass key to the  Leased  Premises.  All keys  shall be
     returned to Landlord promptly upon termination of this Lease.

7.   Landlord  reserves  the  right to close  Building  at 7:00  P.M.,  subject,
     however,  to Tenant's right to admittance under  regulations  prescribed by
     Landlord,  and to require  that  persons  entering  the  Building  identify
     themselves and establish their right to enter or to leave the Building.

8.   All plate and other  glass now in  Leased  Premises  or  Building  which is
     broken  through  cause  attributable  to  Tenant,  its  officers,   agents,
     servants,  employees,  patrons, licensees,  customers, visitors or invitees
     shall be  replaced  by and at  expense  of Tenant  under the  direction  of
     Landlord.


                                        1
<PAGE>



9.   Tenant shall give  Landlord  prompt notice of all accident to or defects in
     air conditioning  equipment,  plumbing  electric  facilities or any part or
     appurtenance of Leased Premises.

10.  The plumbing  facilities  shall not be used for any other purpose than that
     for which they are constructed,  and no foreign substance of any kind shall
     be thrown  therein,  and the expense of any breakage,  stoppage,  or damage
     resulting  from a violation of these  provisions  shall be borne by Tenant,
     who  shall,  or  whose  officers,  employees,  agents,  servants,  patrons,
     customers, licensees, visitors or invitees shall have caused it.

11.  All contractors  and/or  technicians  performing work for Tenant within the
     Leased  Premises or Building  shall be  referred to Landlord  for  approval
     before  performing such work.  This shall apply to all work including,  but
     not limited to, installation of telephones, telegraph equipment, electrical
     devices and attachments,  and all  installation  affecting  floors,  walls,
     windows,  doors , ceilings,  equipment or any other physical feature of the
     Building  or Leased  Premises.  None of this  work  shall be done by Tenant
     without Landlord's prior written approval.

12.  Glass panel doors that reflect or admit light into the  passageways or into
     any place in the Building  shall not be covered or obstructed by the Tenant
     and  Tenant  shall  not  permit,  erect  and/or  place  drapes,  furniture,
     fixtures,   shelving,  display  cases  or  tables,  lights  or  signs,  any
     advertising  devices in front of or in  proximity  of interior and exterior
     windows,  glass panels or glass doors providing a view into the interior of
     the Leased  Premises  unless same shall have first been approved in writing
     by Landlord.

13.  No space in the Building  shall,  without the prior  writte  consent of the
     Landlord,  be used for  manufacturing,  public sales, or for the storage of
     merchandise, or for the sale of merchandise, goods or property of any kind,
     or auction.

14.  Canvassing, soliciting, and peddling in the Building is prohibited and each
     Tenant shall  cooperate to prevent the same. In this respect,  Tenant shall
     promptly report such activities to the building Manager's office.

15.  There  shall  not be used  in any  space,  or in the  public  halls  of the
     Building,  either by any tenant or by jobbers of others, in the delivery or
     receipt of merchandise,  any hand trucks, except those equipped with rubber
     tires and side guards.

16.  Neither Tenant nor any officer, agent, employee,  servant patron, customer,
     visitor,  licensee  or invitee of any tenant  shall go upon the roof of the
     Building without the written consent of the Landlord.

17.  The  Landlord's  janitors  or cleaning  personnel  shall not be hindered by
     Tenant  after  5:30  P.M.,  and such  work may be done at any time when the
     offices are vacant.  The windows,  doors and fixtures may be cleaned at any
     time.  Tenant  shall  provide  adequate  waste  and  rubbish   receptacles,
     cabinets, bookcases, map cases, etc., necessary to prevent unreasonable


                                        2
<PAGE>



     hardship to Landlord in  discharging  its  obligations  regarding  cleaning
     service.  In this regard,  Tenant  shall also empty all  glasses,  cups and
     other containers holding any type of liquid whatsoever.

18.  In the event Tenant must dispose of crates, boxes, etc., which will not fit
     into office wastepaper  baskets, it will be the responsibility of Tenant to
     dispose  of same.  In no event  shall  Tenant  set such items in the public
     hallways or other areas of the Building,  excepting  Tenant's own Premises,
     for disposal.

19.  Tenant will be responsible for any damage to the Leased Premises, including
     carpeting and flooring, as a result of: rust or corrosion of file cabinets;
     roller chairs, metal objects; or, spills of any type of liquid.

20.  If the Premises  demised to any Tenant become  infested  with vermin,  such
     Tenant,  at its sole  cost and  expense,  shall  cause its  premises  to be
     exterminated from time to time, to the satisfaction of Landlord,  and shall
     employ such exterminators therefor as shall be approved by Landlord.

21.  Tenant  shall  not  install  any  antenna  or  aerial  wires,  or  radio or
     television equipment, or any other type of equipment,  inside or outside of
     the Building,  without Landlord's prior approval in writing,  and upon such
     terms and  conditions  as may be  specified  by  Landlord in each and every
     instance.

22.  Landlord  shall have the power to prescribe  the weight an position of iron
     safes and  machinery,  and they shall in all cases stand on two-inch  thick
     planks to  distribute  the weight,  and the expense of repairing any damage
     done to the Building by installing  or removing a safe or machinery,  or by
     the same  while on the  premises,  shall be  borne  by  Tenant.  Safes  and
     machinery  shall not be moved into or out of the Building except by persons
     approved  of  and  at  times  fixed  by  the  Superintendent.  No  freight,
     furniture,  packages or bulky matter of any description will be received in
     the  Building,  or carried up or down in the  elevators,  except during the
     hours designated by Landlord,  Tenant agrees that all machines or machinery
     placed  in the  Premises  by Tenant  will be  erected  and  placed so as to
     prevent  any  vibration  or  annoyance  to any other of the  tenants in the
     Building  of which the  premises  are a part,  and it is  agreed  that upon
     written  request of the Landlord,  Tenant will,  within ten (10) days after
     the mailing of such notice,  provide  approved  settings for the absorbing,
     preventing,  or  decreasing  of noise from any or all machines or machinery
     placed in the premises.

23.  Tenant shall not obtain any towel supply or ice service except from persons
     designated  by  Landlord,  nor obtain  drinking  water for  delivery on the
     premises from any source not approved by Landlord.

24.  In case Landlord shall, in the exercise of any right herein granted,  store
     any personal property, belonging to Tenant, Landlord shall have the further
     right to dispose of such


                                        3
<PAGE>



     property by sale or  otherwise  upon two weeks'  notice in writing for that
     purpose.  If  Landlord  shall  sell any such  property,  Landlord  shall be
     entitled to retain from the  proceeds  thereof the expenses of the sale and
     cost of storage.

25.  Landlord shall have the right to prohibit any advertisin by Tenant which in
     Landlord's  opinion is  harmful  to the  Building,  its  reputation  or its
     desirability  as  an  office  Building.   Tenant  shall   discontinue  such
     advertising immediately upon written notification by Landlord.

26.  Tenant,  its  officers,  agents,  servants,  and  employees  shall  not  be
     permitted  to bring  dogs  into the  Leased  Premises,  Building  or common
     facilities  for any reason  other  than to assist  the blind or  physically
     handicapped.

27.  Landlord  reserves the right to modify the foregoing rule and  regulations,
     or any of  the  them,  and  to  make  such  other  and  further  rules  and
     regulations  as in its  absolute  judgment may from time to time be needful
     for the reputation,  safety, care and cleanliness of the Building,  and for
     the  preservation  of good order  therein,  and any such other and  further
     rules and  regulations  shall be binding  upon the parties  hereto with the
     same  force  and  effect  as if they had been  inserted  at the time of the
     execution hereof.




                                        4
<PAGE>



                                                         1
                                          RIDER - SECURITY DEPOSIT RECEIPT




Date:




RECEIPT is acknowledged of the sum of:

as security for the faithful  performance  of the lease (the  "Lease")  executed
on----------------  , 20 , between ONE TURNBERRY PLACE ASSOCIATES,  as Landlord,
and-------------  as Tenant,  for premises located on the---------  floor of ONE
TURNBERRY PLACE,  which deposit is subject to the terms and conditions set forth
in said Lease.



               RECEIVED BY:


               ONE TURNBERRY PLACE ASSOCIATES,
               a Florida general partnership






BY:
Owner's Agent


<PAGE>

EXHIBIT 10.2



                              EMPLOYMENT AGREEMENT

     This  employment  agreement  is  entered  into this 1st day of April,  2004
between  Medical  Makeover  Corporation  of America  ("MMCA") and Dr. Leonard I.
Weinstein ("Employee", together, the "Parties").

     WHEREAS,  MMCA, a Florida C corporation  traded  publicly  under the symbol
MMAM, has been  incorporated  for the provision of medical and related  services
which  shall  include,  but  not  be  limited  to,  cosmetic  surgery,  cosmetic
dentistry,  dermatology,  weight loss, hair salon services, makeup services, and
fashion consulting services.

     WHEREAS, Dr. Leonard I. Weinstein is a healthcare executive with experience
in  management,  mergers  and  acquisitions,   operations,  and  public  company
experience. Therefore, the Parties agree to the following terms and conditions:

1.   TITLE MMCA shall employ Employee as President and Chief Executive  Officer.
     Employee shall serve as an Officer of the Corporation.  Employee shall also
     be Chairman of the Board of Directors  with full voting rights and a voting
     member of the Audit Committee of the board of directors and a member of any
     other  committees of the board of directors that may be formed from time to
     time.

2.   DUTIES  Employee  shall be  responsible  for the  operation  of the company
     including but not limited to:

     a.   Preparation of a five year pro-forma budget
     b.   Negotiating contracts with all physicians and other staff necessary to
          commence operations
     c.   Take all action to see that this  corporation  is in  compliance  with
          Federal, State, and Local laws
     d.   Open necessary bank accounts
     e.   Establish a marketing business plan
     f.   Prepare Television Commercials
     g.   Book TV commercials on appropriate stations
     h.   Manage the operation of the business
     i.   Promote the business
     j.   Be a spokesman for the business
     k.   Fulfill all legal  requirements  of a reporting  public company to the
          Securities & Exchange  Commission in conjunction with Donald Mintmire,
          corporate attorney for MMCA
     l.   Work closely with legal counsel, Donald Mintmir
     m.   Establish financial controls and reporting mechanisms
     n.   All above services shall be provided under a fiduciary  responsibility
          as a director and officer of a public company
     o.   Choose auditors for the company
     p.   Be  in  compliance  with  the  Sarbanes-Oxley  laws  governing  public
          companies
     q.   Recommend to the company and board of directors future members
     r.   Recommend  to the company and board of  directors  future  targets for
          acquisitions
     s.   Manage all press  releases  for the company in  conjunction  with Doug
          Martin
     t.   Recommend to the board of directors members for the audit committee
     u.   Make sure MMCA is fully insured


<PAGE>

Employment Agreement - Dr. Leonard I. Weinstein
Page 2 of 4


     v.   Train employees
     w.   Other services as recommended by the members of the board of directors
          and other committees.


3.   COMPENSATION  MMCA shall pay Employee a bi-weekly  salary of $3,876.92  per
     month  commencing  April 1,  2004,  for the  first  six  months  or until a
     positive cash flow is achieved,  whichever  comes first.  Once this occurs,
     Employee shall be paid a bi-weekly  salary of $5,192.31.  In  consideration
     for lowering his salary for the first six months,  Employee  shall  receive
     registered  shares of the common stock,  restricted by legend in accordance
     with SEC Rule 144.  Therefore,  for six months the sum of $2,850 multiplied
     by six for a total of $17,100 shall be paid in shares by taking the closing
     price of the last five days of that  month and using the  average  of these
     prices to create the average  closing  price,  which shall be multiplied by
     90% (or a discount of 10% of the average  closing  price) to determine  the
     conversion  price.  For example,  if the average closing price is $0.50 per
     share for one month,  that shall be  multiplied by 90% to give a conversion
     price of $0.45 per  share.  This  shall be  divided  into the  compensation
     foregone  for that month,  or $2,850 and 6,333  shares  ($2,850  divided by
     $0.45  =  4,222)  shall  be  issued  to  Employee.   This  calculation  and
     distribution  shall be performed each month that Employee's salary is below
     the $11,250 amount.


4.   BOARD  Compensation  Employee  shall  receive  a salary  on a W-2 form with
     payroll  taxes  deducted,  of  $10,000  per year to  serve on the  Board of
     Directors and all Board committees.  The fee shall be half in cash and half
     in stock  based upon  section 3 above.  The salary  portion of this  amount
     shall be paid on the first day of each month.  This shall commence on April
     1, 2004.


5.   TERM This Agreement  shall be for a period of five (5 years.  Each year the
     fee shall be increased based upon merit performance.


6.   BENEFITS  Employee shall be entitled to group health  insurance for himself
     and his family,  disability  insurance,  and key man life insurance  naming
     MMCA and his  daughter,  Sarah Lillian  Weinstein,  as  beneficiaries.  The
     amount of the insurance shall be determined by the Board of Directors. MMCA
     shall  immediately  seek out "health  insurance  for the company" for group
     coverage  for all  employees  who  qualify.  Qualification  shall  mean all
     employees  designated  as full time  employees  which means no less than 32
     hours per week.  In  addition,  there  shall be a 90 day  probation  period
     before  employees are entitled to group  coverage.  The insurance  shall be
     effective on or about April 1, 2004 or shortly  thereafter.  Employee shall
     also be entitled to two weeks of vacation  the first year and all  national
     holidays.


7.   CAR  ALLOWANCE  Employee  shall  receive a car  allowance of $400 per month
     commencing April 1, 2004.


8.   BUSINESS  EXPENSES  Employee shall be reimbursed  all  reasonable  business
     expenses.


<PAGE>


Employment Agreement - Dr. Leonard I. Weinstein
Page 3 of 4



9.   INSURANCE MMCA shall acquire Directors' and Officers'  insurance as well as
     liability  insurance.  This insurance,  if available,  shall commence on or
     about April 1, 2004.


Stock Ownership and Stock Options

1.   Employee shall receive  fifteen (15%) percent  ownership o the common stock
     MMCA as of April 1, 2004 in proper form which shall be registered  stock of
     the issued and outstanding common stock of the company, subject to SEC Rule
     144. There shall be no other  restrictions or legends.  Stock  certificates
     shall be issued upon the signing of this  Agreement or shortly  thereafter,
     however, not exceeding two weeks.

2.   Employee  shall  receive stock options at a price equal to 90% of the value
     of the stock on the first trading date after approved.  These stock options
     shall be based on  performance  on a yearly basis,  to be determined on the
     finalization of the budget or other  performance  indicators as approved by
     the Board of  Directors.  The stock  options  shall not exceed 2.25% of the
     issued and outstanding shares of the company and shall vest one third (1/3)
     of the options each year on the anniversary date of their grant.


Entire Agreement

     This  Agreement sets forth the entire  understanding  of the Parties and it
may not be  changed  except by  written  document  signed by all of the  parties
hereto. Governance

     This  Agreement  shall be  governed  by the laws of the State of Florida as
within the jurisdiction of Broward County.  In the even of a legal dispute,  the
prevailing  party shall be reimbursed its reasonable legal fees and costs by the
other party.

Binding Effect

     All parties  acknowledge  that they are  authorized to execute the terms of
this  Agreement  which  shall be binding  upon and inure to the  benefit of, and
shall be enforceable  by, the parties and their  respective  successors,  heirs,
beneficiaries, and personal representatives. Assignment

     The rights and benefits of this Agreement  shall not be transferable by any
party without the written consent of the other.

Assumability

     Should the Company be acquired in part or in whole, this Agreement shall be
assumed  by  the  acquiring   company   which  shall  fulfill  all   contractual
obligations.



<PAGE>


Employment Agreement - Dr. Leonard I. Weinstein
Page 4 of 4



     IN WITNESS  WHEREOF,  the Parties  hereto have set their hands and seals on
the dates set forth below.

                    MEDICAL MAKEOVER CORPORATION OF AMERICA


By: /s/Dr. Leonard I. Weinstein
---------------------------------------
         Dr. Leonard I. Weinstein
Its:     President
Dated:



EMPLOYEE

By: /s/Dr. Leonard I. Weinstein
---------------------------------------
         Dr. Leonard I. Weinstein
Dated:



WITNESSES

By:                                            By:
---------------------------------              ---------------------------------

Name:                                          Name:







<PAGE>

EXHIBIT 10.3




                              EMPLOYMENT AGREEMENT

     This  employment  agreement  is entered  into this 12th day of April,  2004
between  Medical  Makeover  Corporation of America  ("MMCA") and Walter E. Birch
("Employee", together, the "Parties").

     WHEREAS,  MMCA, a Florida C corporation  traded  publicly  under the symbol
MMAM, has been  incorporated  for the provision of medical and related  services
which  shall  include,  but  not  be  limited  to,  cosmetic  surgery,  cosmetic
dentistry,  dermatology,  weight loss, hair salon services, makeup services, and
fashion consulting services.

     WHEREAS,  Walter E. Birch is a  healthcare  executive  with  experience  in
management,  mergers and  acquisitions,  operations,  and financial  operations.
Therefore, the Parties agree to the following terms and conditions:

1.   Title MMCA shall employ  Employee as  Executive  Vice  President  and Chief
     Operating Officer. Employee shall serve as an Officer of the Corporation.

2.   Duties  Employee  shall be  responsible  for the  operation  of the company
     including but not limited to:

     a.   Interim Chief Financial  Officer (to include  development of financial
          controls,  purchasing/leasing of equipment and office space, financial
          analyses,  and preparation of daily  operational  reports and monthly,
          quarterly, and annual financial statements).
     b.   Director of Operations
     c.   Director of Human Resources
     d.   Associate Director of Business Development
     e.   Risk Manager
     f.   Other duties as assigned


3.   Compensation  MMCA shall pay Employee a bi- weekly  salary of $2,584.62 per
     month commencing  April 12, 2004 (the first calendar  month's  compensation
     shall be $3,360), for the first six months or until a positive cash flow is
     achieved, whichever comes first. Once this occurs, Employee shall be paid a
     bi-weekly salary of $3,461.54. In consideration for lowering his salary for
     the first six  months,  Employee  shall  receive  registered  shares of the
     common  stock,  restricted  by  legend  in  accordance  with SEC Rule  144.
     Therefore,  for six months the sum of $1,900  multiplied by six for a total
     of $11,400  shall be paid in shares by taking the closing price of the last
     five days of that month and using the average of these prices to create the
     average  closing price,  which shall be multiplied by 90% (or a discount of
     10% of the average  closing price) to determine the conversion  price.  For
     example,  if the  average  closing  price is $0.50 per share for one month,
     that shall be  multiplied  by 90% to give a  conversion  price of $0.45 per
     share. This shall be divided into the compensation foregone for that month,
     or $1,900  and 4,222  shares  ($1,900  divided  by $0.45 = 4,222)  shall be
     issued to Employee.  This calculation and  distribution  shall be performed
     each month that Employee's salary is below the $7,500 amount.


4.   Term This Agreement  shall be for a period of five (5 years.  Each year the
     fee shall be increased based upon merit performance.


5.   Board of Directors Employee shall be considered for a position on the Board
     of Directors  as positions  become  available.  There is no guarantee  that
     Employee shall be elected to the Board of Directors.





<PAGE>


Employment Agreement - Walter E. Birch
Page 2 of 3



6.   Benefits  Employee shall be entitled to group health  insurance for himself
     and his family and disability  insurance.  MMCA shall  immediately seek out
     "health insurance for the company" for group coverage for all employees who
     qualify.  Qualification  shall mean all  employees  designated as full time
     employees  which means no less than 32 hours per week.  In addition,  there
     shall be a 90 day probation  period before  employees are entitled to group
     coverage.  The  insurance  shall be  effective on or about April 1, 2004 or
     shortly  thereafter.  Employee  shall  also be  entitled  to two  weeks  of
     vacation the first year and all national holidays.


7.   Car  Allowance  Employee  shall  receive a car  allowance of $400 per month
     commencing April 1, 2004.


8.   Business  Expenses  Employee shall be reimbursed  all  reasonable  business
     expenses.


9.   Insurance MMCA shall acquire Directors' and Officers'  insurance as well as
     liability  insurance.  This insurance,  if available,  shall commence on or
     about April 1, 2004.


Stock Ownership and Stock Options

1.   Employee shall receive five (5%) percent  ownership of th common stock MMCA
     as of April 12, 2004 in proper form which shall be registered  stock of the
     issued and  outstanding  common stock of the  company,  subject to SEC Rule
     144. There shall be no other  restrictions or legends.  Stock  certificates
     shall be issued upon the signing of this  Agreement or shortly  thereafter,
     however, not exceeding two weeks.

2.   Employee  shall  receive stock options at a price equal to 90% of the value
     of the stock on the first trading date after approved.  These stock options
     shall be based on  performance  on a yearly basis,  to be determined on the
     finalization of the budget or other  performance  indicators as approved by
     the Board of  Directors.  The stock  options  shall not exceed 0.75% of the
     issued and outstanding shares of the company and shall vest one third (1/3)
     of the options each year on the anniversary date of their grant.


Entire Agreement

     This  Agreement sets forth the entire  understanding  of the Parties and it
may not be  changed  except by  written  document  signed by all of the  parties
hereto. Governance

     This  Agreement  shall be  governed  by the laws of the State of Florida as
within the jurisdiction of Broward County.  In the even of a legal dispute,  the
prevailing  party shall be reimbursed its reasonable legal fees and costs by the
other party. Binding Effect

     All parties  acknowledge  that they are  authorized to execute the terms of
this  Agreement  which  shall be binding  upon and inure to the  benefit of, and
shall be enforceable  by, the parties and their  respective  successors,  heirs,
beneficiaries, and personal representatives.



<PAGE>


Employment Agreement - Walter E. Birch
Page 3 of 3



Assignment

     The rights and benefits of this Agreement  shall not be transferable by any
party without the written consent of the other. Assumability

     Should the Company be acquired in part or in whole, this Agreement shall be
assumed  by  the  acquiring   company   which  shall  fulfill  all   contractual
obligations.

     IN WITNESS  WHEREOF,  the Parties  hereto have set their hands and seals on
the dates set forth below.

MEDICAL MAKEOVER CORPORATION OF AMERICA


By: /s/ Dr. Leonard I. Weinstein
-----------------------------------------
         Dr. Leonard I. Weinstein
Its:     President
Dated:



EMPLOYEE


By: /s/ Walter E. Birch
-----------------------------------------
         Walter E. Birch
Dated:


WITNESSES

WITNESSES

By:                                            By:
---------------------------------              ---------------------------------

Name:                                          Name: