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                                  EXHIBIT 10.7

                         PROFESSIONAL SERVICES AGREEMENT


         This PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is effective as
of the 19th day of September between the UNIVERSITY OF FLORIDA ("University"),
for and on behalf of the Board of Regents of the State of Florida, for the
benefit of THE COLLEGE OF PHARMACY ("COP") and INTELICUS, L.C. ("Intelicus"), a
partnership of University of Florida Health Services, Inc. ("UFHSI") and
Rehabilitation Training Institute, Inc., ("RTI"), to provide administrative
services to COP in connection with the non-traditional degree program of the
College of Pharmacy entitled THE WORKING PROFESSIONAL PHARM. D. PROGRAM
("Program").

         1. EXECUTIVE SUMMARY

         WHEREAS, Intelicus was created by UFHSI and RTI for the purpose of
administering and marketing educational programs; and

         WHEREAS, the regulations of Intelicus provide that the company may
enter into agreements for professional services with units of the University;
and

         WHEREAS, COP and Intelicus have developed the Program and seek to
expand this state-of-the-art distance education degree program in the Lifelong
Learning Model; and

         WHEREAS, University would like to contract with Intelicus to provide
administrative and marketing services to University for the Program in
CLEVELAND; and

         WHEREAS, University would benefit from utilizing the expertise of
Intelicus in administering educational programs in connection with the Program
in CLEVELAND;

         NOW THEREFORE, based on the foregoing, the parties agree as follows:

         2. SPIRIT OF AGREEMENT

         COP and Intelicus recognize that the optimum performance of this
Agreement requires a cooperative working environment established upon good
communications and good faith working relationship between both COP and
Intelicus. It is with this spirit that the COP and Intelicus enter this
Agreement.

         3. DUTIES OF INTELICUS

         Intelicus shall provide the following services for University for its
Program in CLEVELAND pursuant to this Agreement:

         3.1.     ADMINISTRATION OF PROGRAMS - Intelicus will manage the daily
                  administration of certain aspects of the Program including the
                  following:





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                  3.1.1    STUDENT REGISTRATION PREPROCESSING (NEW
                           STUDENTS)-Activities related to initial contact,
                           description of program, telephone marketing, mailing
                           of brochures, and notification of schedule.
                           Assistance will be given for verification of receipt
                           of information necessary for registration to be
                           completed by the COP, receipt of documentation for
                           forwarding to University for verification of
                           immunization, verification that the student has
                           completed the residency affidavit and provided
                           information needed for a residency determination to
                           be made by the University's office of admissions,
                           follow-up of incompleteness, and processing. Dates
                           regarding deadlines for registration will also be
                           established.

                  3.1.2    STUDENT REGISTRATION PREPROCESSING (RETURNING
                           STUDENTS)-Activities related to notification of
                           deadlines (established by the University), e-mail
                           updating, mailing of registration packets,
                           verifications of receipt of information, telephone
                           support in reapplication, processing of information,
                           and receipt of documentation for forwarding to
                           University for verification of appropriate
                           immunizations of current students.

                  3.1.3    STUDENT SUPPORT-Activities relating to receipt and
                           response to student requests for information,
                           additional video, additional schedules, and handouts
                           throughout semester.

                  3.1.4    ASSISTANCE IN CURRICULUM DEVELOPMENT - Activities
                           related to scheduling, promoting, and coordinating
                           deadlines to achieve required COP outcomes.

                  3.1.5    ADMINISTRATION OF MULTIMEDIA-Activities related to
                           receipt of master copy, duplication, dissemination to
                           students, quality control of materials, and surveying
                           results.

                  3.1.6    ADMINISTRATION OF HARDCOPY-Activities related to
                           receipt, duplications, dissemination of handouts,
                           schedules, and hardcopy as stipulated by COP.

                  3.1.7    DAILY MANAGEMENT OF THE INTELICUS STUDENT
                           DATABASE-Activities related to entry, coordination,
                           tracing, and control of the Intelicus student
                           database.

                  3.1.8    DAILY FINANCIAL MANAGEMENT-Activities related to
                           recording, tracking and paying vendors and suppliers.

                  3.1.9    DAILY PERSONNEL MANAGEMENT-Activities related to
                           hiring, firing and performance review of staff of
                           Intelicus.





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                  3.1.10   QUALITY CONTROL-Activities related to specification,
                           review, and acceptance of all products received by
                           suppliers, vendors, consultants, and extra-company
                           personnel.

                  3.1.11   FACILITIES MANAGEMENT-Activities related to funding
                           and managing Intelicus-based computers, software,
                           office space, telephone, e-mail, etc. for support of
                           the Program.

         3.2      MARKETING OF THE PROGRAM

                  3.2.1    CONDUCTING MARKET STUDIES-Activities related to
                           determination of the marketplace acceptance, size and
                           probability, with specific sites of market studies
                           chosen in consultation with the COP.

                  3.2.2    DEVELOPING OF MARKET STRATEGIES-Activities related to
                           execution and confirmation of market research via
                           direct mail, telephone survey, in conjunction with
                           review by the COP, and specific benchmarks
                           established annually.

                  3.2.3    EXECUTION OF MARKET STRATEGY-Purchase and
                           dissemination of print and electronic materials.

                  3.2.4    DEVELOPMENT OF PROMOTIONAL LITERATURE-Design,
                           development, printing, and purchase of promotional
                           literature, with the approval of content by the COP.

                  3.2.5    DEVELOPMENT OF COLLATERAL MATERIALS-Design,
                           development, printing, formatting of materials in
                           both hardcopy and electronic formats, with approval
                           by the COP before final printing or release in
                           electronic format.

                  3.2.6    DEVELOPMENT OF MAILING LISTS-Purchase, development
                           and testing of both national and international lists,
                           both electronic and hardcopy.

                  3.2.7    MANAGEMENT OF MAILING LISTS-Database management of
                           electronic and hardcopy mailing lists for secondary
                           mailings with approval of the COP.

                  3.2.8    MANAGEMENT OF TELEPHONE DATABASE-Activities related
                           to creation of script and management of telephonic
                           contact with potential students.

         3.3      CONFIDENTIALITY. Intelicus shall maintain the confidentiality
                  of all student records as required by state and federal law
                  including the Federal Education Rights Act and Privacy Act of
                  1974, as amended.

         3.4      IMPLEMENT AND MAINTAIN FINANCIAL CONTROLS. Intelicus shall
                  manage and maintain internal financial controls according to
                  Generally Accepted




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                  Accounting Principles (GAAP) and report monthly by the 10th of
                  each month to the University in accordance with the
                  regulations of Intelicus.

         3.5      SUBMIT TO YEARLY FINANCIAL AUDIT. In accordance with the
                  regulations of Intelicus, Intelicus will submit to University
                  a yearly external audit by an external auditor approved by
                  University and deliver the audit by June 30 of each year in
                  accordance with the regulations of Intelicus.

         4.       DUTIES OF UNIVERSITY

         University, through COP and other units, shall perform the following
activities pursuant to this Agreement:

         4.1      COORDINATION OF ACADEMIC MATERIALS AND PROGRAMMING. The COP
                  shall designate a Director for the Lifelong Learning Model
                  degree program. The COP may appoint Associate and Assistant
                  Directors upon growth of the Program. The Director, under the
                  direction of COP, is responsible for representing the parties
                  in all coursework and technical matters relating to the core
                  information given in the Program. The Director's work in
                  connection with the COP WPPD Task Force under this Agreement,
                  includes, but is not limited to:

                  4.1.1    Review of credential, appointment and coordination of
                           faculty and activities.

                  4.1.2    Providing information to the Department Chair in
                           connection with the performance reviews of faculty by
                           the Department Chair.

                  4.1.3    All issues, meetings, consultations and modifications
                           of core body knowledge provided in the programs
                           including product specifications and delivery
                           specifications of the Program.

                  4.1.4    Course management and direction of individual
                           regional Program sites.

                  4.1.5    Appointment of regional site coordinators.

                  4.1.6    Management and scheduling of site facilitators.

                  4.1.7    Management and maintenance of Internet content.

                  4.1.8    Creation of video content as well as editing and
                           enhancement.

                  4.1.9    Management of scheduling of clerkship offerings.

                  4.1.10   Management and scheduling of faculty.





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                  4.1.11   Handling all disclosure, receipts and return of
                           confidential information.

                  4.1.12   Coordinating, communicating and physically housing,
                           as required, accreditation materials, CEU
                           Certificates, certification materials and related
                           academic documentation.

         4.2      CONTROL OF ACADEMIC CURRICULA AND CONTENT

                  Academic programming and content shall remain in the absolute
                  control of COP faculty. COP seeks to utilize current program
                  materials and will implement an appropriate Lifelong Learning
                  Model. The Lifelong Learning Model shall be updated, modified
                  and amended at the discretion of the COP faculty.

         4.3      STUDENT ADMINISTRATION PROCESSES

                  4.3.1.   University shall be responsible for all decisions
                           regarding the admission and registration of students
                           except as specifically delegated to Intelicus herein.

         4.4      OTHER RESPONSIBILITIES OF UNIVERSITY

                  4.4.1 All other responsibilities and activities in connection
                  with the program not specifically delegated to Intelicus
                  herein.

         5.       COLLECTIONS OF STUDENT FEES

         All student fees will be made payable to the University of Florida and
directly deposited into University of Florida approved Division of Continuing
Education accounts as directed by COP. In the event that Intelicus is in receipt
of student fees, all fees will be forwarded to the University's Division of
Continuing Education (DOCE) for deposit by DOCE.

         5.1      APPOINTMENT OF PROCESSING COORDINATORS

                  5.1.1    For Intelicus: Intelicus designates David Colburn as
                           Processing Coordinator

                  5.1.2    For DOCE: DOCE designates Michael Brodeur or his
                           designee as Processing Coordinator.

         5.2      DUTIES OF PROCESSING COORDINATORS

                  The Processing Coordinator is responsible for representing his
                  or her party in all technical matters relating to implementing
                  the Program. The Coordinator's work under this Agreement,
                  includes but are not limited to:






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                  5.2.1    Daily Management of Student Fees: Daily coordination
                           and management of collection and deposit of student
                           fees in both electronic and check forms.
                           Consultations and modifications of schedules in the
                           recording of fees, scheduling collections and
                           deposits, and communicating as required.

         5.3      DUTIES OF INTELICUS

                  Intelicus will facilitate the collection of student fees for
                  deposit by DOCE. In the event that Intelicus is in receipt of
                  student fees, all fees will be forwarded to DOCE on a weekly
                  basis for deposit.

         5.4      DUTIES OF DOCE

                  5.4.1    Receipt and Deposit of Student Fees: DOCE will
                           receive and deposit student fees on a daily basis
                           into appropriate University of Florida accounts.

                  5.4.2    Distribution of Intelicus Fees: University shall
                           forward to the State Comptroller a Payment
                           Authorization for the sums due to Intelicus under
                           this agreement within 5 days following receipt of a
                           proper invoice from Intelicus. University shall
                           provide written notification to Intelicus of the date
                           the Payment Authorization was forwarded to the
                           Comptroller. Payment to Intelicus shall be subject to
                           the provisions of section 215.422(3)(b), Florida
                           Statutes.

         6.       FEES TO BE PAID TO INTELICUS

                  As payment for its services provided herein, University shall
                  pay Intelicus pursuant to the attached three year budget,
                  which reflects the parties' best estimate of revenue and
                  expenses of the Program. The budgets shall be adjusted to
                  reflect actual payment to Intelicus of 38% of the total
                  revenue of the program calculated based on the actual number
                  of students enrolled. In the event a student withdraws from
                  the program, Intelicus shall refund to University 38% of the
                  sums refunded to the student.


7.       CREATION OF MANAGEMENT COUNCIL

         7.1      CREATION OF MANAGEMENT COUNCIL

                  COP and Intelicus shall establish a Management Council as
                  follows:

                  The Management Council shall be comprised of the following
                  individuals:

                           William H. Riffee, Ph.D., Dean, COP

                           Dan Devine, Chief Operating Officer, Intelicus





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                           A person chosen by the COP

                           A person chosen by Intelicus

                           A person chosen jointly by both COP and Intelicus

         7.2      DUTIES OF MANAGEMENT COUNCIL

                  7.2.1    DESIGNATE WPPD PROGRAM COORDINATORS: The Management
                           Council shall appoint Dan Robinson as Program
                           Coordinator representing COP and Dan Devine
                           representing Intelicus. The Program Coordinators
                           will, subject to the terms of this Agreement,
                           coordinate the overall program management of the
                           Program.

                  7.2.2    REVIEW ADMINISTRATION PLAN. The Management Council
                           shall review the administration plan and instructions
                           for its implementation.

         8.       TERM AND TERMINATION

         8.1      INITIAL TERM AND RENEWAL. The initial term of this Agreement
                  shall begin upon its execution and continue for a period of
                  three (3) years unless terminated in accordance with the terms
                  of this Agreement. The Agreement may be renewed for another
                  three (3) year term upon mutual agreement of the parties.

         8.2      TERMINATION WITH CAUSE. Each party may terminate this
                  Agreement upon a material breach by the other if the matter is
                  not corrected within thirty (30) days of written notice of
                  intent to terminate.

         8.3      EFFECT OF TERMINATIONS. Upon termination of the Agreement, all
                  fees to be paid to either party shall remain due in accordance
                  with the terms of this Agreement.

         9.       HOLD HARMLESS AGREEMENT

         The University assumes any and all risks of personal injury and
property damage attributable to the negligent acts or omissions of the
University of Florida and the officers, employees, servants, and agents thereof
while acting within the scope of their employment by the University. Intelicus
assumes any and all risks of personal injury and property damage with respect to
the negligent acts or omissions of Intelicus' officers, employees, servants, and
agents, or other persons acting or engaged to act by Intelicus in furtherance of
the obligations of Intelicus under this agreement. University, as a state
agency, warrants and represents that it is self-funded for liability insurance,
both public and property, with said protection being applicable to officers,
employees, servants, and agents while acting within the scope of their
employment by the University. The University and Intelicus further agree that
nothing contained herein shall be construed or interpreted as (1) denying to
either party any remedy or defense available to such party under the laws of the
State of




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Florida: (2) the consent of the State of Florida or its agents and agencies to
be sued; or (3) a waiver of sovereign immunity of the State Florida beyond the
waiver provided in Section 768.28, Florida Statutes.

         10.      INTELLECTUAL PROPERTY

         All intellectual property, including but not limited to course
materials, outlines, software, textbooks, and videotapes, developed by
University of Florida faculty in connection with the activities described in
this agreement shall be the sole property of the University of Florida subject
to its rules and policies related thereto.

         11.      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between COP and
Intelicus as it relates to the subject matter and supercedes all previous
writings and understandings. No term or provision of the Agreement shall be
varied or modified except that the COP and Intelicus agree in writing. The
Agreements and obligations made in this Agreement shall be binding upon and
shall inure to the benefit of the successor and assigns of COP and Intelicus
hereto.

         12.      NOTICES

         All notices, requests, consents and other communications required or
permitted under this Agreement shall be in writing and shall be (as elected by
the person giving such notice) hand delivered by messenger or courier service,
or mailed (airmail if international) by registered or certified mail (postage
prepaid), return receipt requested, addressed to:

         If to Intelicus:           Intelicus, L.C.
                                    Attn:  Dan Devine
                                    2714 Rew Circle, Suite 100
                                    Ocoee, FL 34761

         If to COP:                 College of Pharmacy
                                    Attn:  Bill Riffee, Dean
                                    1600 S.W. Archer Rd.
                                    P.O. Box 100014
                                    Gainesville, FL 32610

         13.      GOVERNING LAW

         This Agreement and all transactions contemplated by this Agreement
shall be governed by, and construed and enforced in accordance with, the
internal laws of the State of Florida without regard to principles of conflicts
of laws.

         14.      JOINT VENTURE

         Nothing contained in this Agreement shall be construed to create a
joint venture, partnership, or other like relationship between the parties.





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         15.      PUBLIC RECORDS

         University may terminate this Agreement at any time for refusal by
Intelicus to allow public access, mandated by law, to all documents, papers,
letters, or other non-exempt materials subject to the provisions of Chapter 119,
Florida Statutes, made or received by Intelicus or university in conjunction
with this Agreement.

         16.      SIGNATURES

         The Agreement is not binding on the parties until the authorized
representatives of Intelicus and the University have signed it.

         17.      SEVERABILITY

         This Agreement is severable such that should any provision of this
Agreement be or become invalid or unenforceable, the remaining provisions shall
continue to be fully enforceable.

         18.      AVAILABILITY OF FUNDS

         The performance of University of any of its obligations under this
contract shall be subject to and contingent upon the availability of funds
appropriated by the legislature for the purposes of this Agreement for the
current and any future fiscal period.







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         IN WITNESS WHEREOF, the University and Intelicus execute this Agreement
effective as of the day first above written:



UNIVERSITY OF FLORIDA, FOR
AND ON BEHALF OF THE BOARD OF REGENTS
OF THE STATE OF FLORIDA


-----------------------------------            ---------------------------------
Dr. John V. Lombardi                           Witness
President



ACKNOWLEDGED:


------------------------------------           ---------------------------------
William H. Riffee, Ph.D.                       Witness
Dean, College of Pharmacy


-------------------------------------          ---------------------------------
James Knight, Ph.D.                            Witness
Dean, Division of Continuing Education


INTELICUS, L.C.


-----------------------------------            ---------------------------------
Daniel J. Devine                               Witness
Chief Operating Officer


Approved as to form and legality               Approved


-----------------------------------            ---------------------------------
Office of General Counsel                      Office of Administrative Affairs
University of Florida                          University of Florida







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