LEASE

This Lease, made and executed this 22nd day of JANUARY, 1998 by and between
Willard Park Inc. (hereinafter referred to as "Landlord"), and ADVANCED PARTICLE
TECHNOLOGIES, INC. (hereinafter referred to as "Tenant") whose address is 3452
LAKE LYNDA DRIVE, STE. #280, ORLANDO, FL 32817.

That for an in consideration of the premises, the rents reserved, and the
agreements and covenants herein contained, the Landlord does hereby lease and
demise unto the Tenant, and the Tenant does hereby hire, and take from the
Landlord, the premises located at #1 WILLARD DRIVE St. Augustine, Florida 32084,
as described on Exhibit A as Building SOUTH BUILDING; (herein the "Premises").
This Lease is intended to and shall terminate and revoke all prior leases
regarding the subject Premises.

AND TENANT does hereby covenant and agree as follows:

1. TERM and RENTAL: That Tenant will and does hereby, hold Premises as tenant
for the term of 27 MONTHS commencing on DECEMBER 1 1997, and fully ending at
midnight on FEBRUARY 29, 2000, and for the rental for the term of the Lease of
$5.50/SQFT x 8400 sf + 6% tax, payable without deduction or demand in monthly
installments of $4,081.00 inc. tax each. The Tenant shall pay with each rent
payment all Florida sales and use taxes required on the rental properties. The
first and last monthly installments and damage deposit of $ as per Exhibit B are
due and payable upon the execution of this Agreement and the remaining
installments are payable in advance on the first day of each ensuing month to
and at the office of Landlord at 10-A St. Johns Medical Park, St. Augustine,
Florida 32086 or at such other place as may be designated by Landlord in
writing. If the term shall commence upon a day other than the first day of a
calendar month, then Tenant shall pay, upon the commencement of the term, a pro
rata portion of the fixed monthly rent described in the foregoing clause
prorated on a per diem basis with respect to the fractional calendar month
preceding the commencement of the first lease year hereof. Any installment not
received by Landlord within ten (10) days that the same shall come due shall be
subject to a late charge of ten percent (10%) of the payment then due plus Fifty
and No/100 Dollars ($50.00) per day for each day thereafter until paid.

2.    UTILITIES AND OTHER CHARGES: That tenant will, at Tenant's cost and
      expense, furnish and pay for (a) all gas, electric, water, sewer, refuse
      collection, and other utility bills for utilities supplied to the
      Premises, (b) air conditioning and heating maintenance and repair, (c)
      pest control and treatment costs incurred in or about the Premises and (d)
      other charges provided for herein as the same shall become due.

3.    USE: That Tenant will use the Premises for the full term; continuously and
      uninterruptedly and that Tenant will not use, nor permit the Premises or
      any part thereof to be used for any disorderly or unlawful purpose.

4.    ASSIGNMENT: That Tenant will not encumber, transfer or assign this
      Agreement, nor let or sublet the whole or any part of the Premises without
      the written consent of Landlord first had and obtained. No such
      encumbrance, assignment or subletting in whole or in part shall relieve


                                                                               1
<PAGE>

      Tenant of any of the obligations contained in this Lease. Any consent
      granted by the Landlord shall not be construed to release tenant from full
      liability hereunder and shall not relieve Tenant from obtaining similar
      consent of the Landlord to any subsequent encumbrance, assignment or
      subletting to others.

5.    GOOD ORDER AND REPAIR: That Tenant will, at Tenant's sole expense keep the
      Premises and all systems, fixtures, light fixtures, windows and appliances
      therein or thereon in good order and condition and surrender same at the
      expiration of the term hereof in the same order in which they are
      received, normal wear and tear only excepted. Tenant acknowledges that the
      Premises have been fully inspected and are in a condition acceptable to
      Tenant.

6.    JANITORIAL: That at Tenant's sole expense Tenant will keep the Premises
      and the sidewalks, landscaping and parking areas immediately abutting the
      Premises clean, properly swept, and free from obstructions of all nature.

7.    INSPECTION: That Tenant will allow the Landlord or Landlord's agent to
      have access to the Premises quarterly or more frequently with reasonable
      notice (3 days) for the purpose of inspection, or for the purpose (but
      with no obligation) of making repairs Landlord considers necessary or
      desirable, or access at any time in the event of fire or other emergency.
      A phone call by landlord or tenant is deemed reasonable.

8.    NOTICE OF DEFECT: That Tenant will give the Landlord prompt notice of any
      defects, damage or breakage in or to the structure, equipment, or fixtures
      of or upon the Premises.

9.    ORDINANCES AND REGULATIONS: That Tenant will, at Tenants cost promptly
      comply with and carry out all orders, requirements, or conditions now or
      hereafter imposed upon Tenant by the ordinances, laws or regulations of
      any public authority having jurisdiction of the Premises (whether required
      of Landlord or otherwise).

10.   INDEMNITY: That all personal property in the Premises shall be and remain
      at Tenant's sole risk, and Landlord shall not be liable for any damage to,
      or loss of such personal property whether arising from any acts of
      negligence of any persons or from the leaking of the roof, or from the
      bursting, leaking or overflowing of water, sewer, or steam pipes, or from
      heating or plumbing fixtures, or from electric wires or fixtures, or from
      any other cause whatsoever.

      Tenant does hereby agree to indemnify and save Landlord harmless from and
against any and all liability for any injury to or death of any person or
persons or damage to property in any way arising out of or connected within the
use or occupancy of the Premises, or in any way arising out of the activities of
Tenant, its agents, employees, licensees or invitees on the Premises and / or
any building located thereon and from all costs, expenses and liabilities,
including but not limited to reasonable attorney's fees, incurred by Landlord in
connection therewith, excepting, however, liability caused by Landlord's
negligence.

      Tenant covenants and agrees that Landlord shall not be liable to Tenant
for any injury or death to any person or persons, or any person claiming through
Tenant, arising out of any accident or occurrence on the Premises, including,
without limiting the generality of the forgoing, injury, death or damage caused
by an operations or use of the Premises or by the Premises or of any portions of
the Building being out of repair, or caused by a defect in or failure of
equipment, pipes, or wiring, or caused by a broken glass, or caused


                                                                               2
<PAGE>

by the backing up of drains, or caused by gas, water, electricity, or oil
leaking, escaping or flowing into Premises, or caused by fire or smoke.

11.   SUBORDINATION: Tenant agrees that this Lease shall be, and is hereby, make
      subordinate to any mortgages that are now or may hereafter be placed upon
      the Premises and to any and all advances to be made thereunder (and to the
      interest accrued or to accrue thereon) and all renewals, replacements, and
      extensions thereof. The provisions of this paragraph are intended to be
      effective at the time of execution of this Lease and shall continue in
      effect throughout the term hereof. No further document or deed shall be
      required to make this subordination effective, but the parties
      nevertheless agree that in the event any present or future mortgagee of
      the building shall request the execution and delivery of any writing to
      further evidence the provisions of this paragraph. Tenant shall promptly
      and fully execute such documents as Landlord may reasonable require.

12.   REPAIRS AND IMPROVEMENTS: That Tenant will, at Tenant's sole risk, cost,
      and expense, during the term of this Agreement or extension thereof, make
      all repairs or improvements (including but not limited to the exterior
      walls and doors, plumbing system, electrical system, etc.) to the Premises
      as they become necessary or are required to preserve the standard set
      forth in paragraph 5 hereof. No alterations or additions to the structure
      of the Premises shall be made without the written consent of Landlord
      first had and obtained. Notice is hereby given that Landlords interest in
      the Premises shall not be charged within any cost or expense incurred by
      Tenant in connection within or as part of said work. This is the intended
      use of the damage deposit.

13.   RENT SIGN: That Tenant will permit Landlord to post a "For rent" or
      similar sign and to show the Premises at reasonable hours to prospective
      tenants during the last thirty (30) days of their term of this Lease.

14.   PUBLIC LIABILITY INSURANCE: That Tenant will carry at Tenant's sole cost
      and expense during the full term of this Lease in a company acceptable to
      Landlord, for the protection of Tenant and Landlord, comprehensive public
      liability insurance within limits of not less than Five Hundred Thousand
      Dollars ($500,000.00) within respect to any single occurrence and not less
      that One Million and No/100 dollars ($1,000,000.00) in the aggregate. The
      insurance policy or certificate from Tenant's insurance company shall be
      deposited with Landlord, and shall provide that it shall not be canceled
      for any reason unless and until Landlord is given no less than thirty (30)
      days notice in writing by the insurance company.

15.   MECHANICS' LIENS: That Tenant shall have no right to encumber or subject
      the interest of the Landlord in the Premises to any mechanics',
      materialmen's or other liens of any nature whatsoever, and upon the filing
      of any such lien caused by Tenant or arising out of action taken by
      Tenant, the failure of the Tenant to have the same removed from record
      within thirty (30) days of the recording thereof shall constitute a
      violation and default of this Agreement.

16.   FURNITURE AND FIXTURES: That Tenant shall have the privilege of installing
      any new furniture and new fixtures necessary in the conduct of Tenant's
      business, and the same shall remain the property of Tenant provided they
      be removed by Tenant before the expiration of this Lease. Tenant will
      immediately make such repairs as are necessary to restore the Premises to
      their original condition following the removal of any such item or
      promptly reimburse the Landlord for the cost of such repairs.


                                                                               3
<PAGE>

      Any items remaining on the Premises at the end of the Term shall be the
      property of Landlord unless Landlord then elects to have such removed at
      Tenant's expense.

17.   DEFAULT:

      A.    Each of the following shall expressly be deemed a default by Tenant
            and a breach of this Lease, namely:

            (I) A failure on the part of tenant to pay any installment of rent
or to pay any additional rent, which failure persists after the expiration of
ten (10) days from the due date.

            (II)  A failure on the part of Tenant to observe or perform any of
                  the other terms, covenants or conditions of this Lease on the
                  part of Tenant to be observed and performed, which failure
                  persists after the expiration of twenty (20) days from the
                  date Landlord gives notice to Tenant calling attention to the
                  existence of such failure, provided, however, if the matter
                  which is the subject of the notice is non-monetary and of such
                  a nature that the same cannot reasonably be corrected within
                  twenty(20) days, then no default shall be deemed to have
                  occurred if Tenant before the expiration of the twenty(20) day
                  period from the date of giving the aforesaid notice by
                  Landlord, actively commences the curing of the default in good
                  faith and diligently prosecutes the same to completion.

      B.    If Tenant shall default in the performance of any obligation
            hereunder, or if Tenant shall abandon the Premises, or if this Lease
            shall be taken from Tenant as a result of any execution against
            Tenant in any proceeding in which the Tenant shall have no appeal,
            then Tenant shall be in default hereunder and Landlord may without
            notice re-enter the Premises either by force or otherwise and
            dispossess Tenant by summary proceedings or otherwise, and Tenant or
            other occupant or occupants of the Premises will remove their
            effects and hold the Premises as if this Lease had not been made.

      C.    In case of any default, re-entry, expiration, or dispossession by
            summary proceedings or otherwise, the Landlord without limitations
            as to or in addition to right or remedies allowed by law:

            (I)   Have all rents due or to come due hereunder, at Landlords
                  option, immediately become due and be payable without notice,
                  together with such expenses as Landlord may incur for legal
                  expenses and attorney's fees, including those incident to the
                  recovery of possession, brokerage, or putting the Premises in
                  good order, or for preparing the same for re-rental; or

            (II)  May relet the Premises or any part or parts thereof, either in
                  the name of Landlord or otherwise, for a term or terms which
                  may at Landlord's option be less than or exceed the period
                  which would otherwise have constituted the balance of the term
                  of this Lease and may grant concessions or free rent without
                  thereby in any way affecting Tenant's liability for the rental
                  payable hereunder for the period of concession or free rent.
                  Tenant shall also pay the Landlord as liquidated damages for
                  the failure of Tenant to observe and perform said Tenant's
                  covenants herein contained, any deficiency between the rent
                  hereby reserved covenanted to be paid and the net amount, if
                  any, of the rents collected by reason of the reletting of the
                  Premises for each month of the period which would otherwise
                  have constituted the balance of the term of this


                                                                               4
<PAGE>

                  Lease. In computing such liquidated damages there shall be
                  added to the said deficiency such expenses as Landlord may
                  incur in connection with the recovery of possession of the
                  Premises and reletting, including, but not limited to, legal
                  expenses, attorneys fees, brokerage, and for keeping the
                  Premises in good order or for preparing the same for
                  reletting. Any such liquidated damages shall be due, in full,
                  upon Landlord's demand or may, at Landlord's option, be paid
                  in monthly installments by tenant on the rent days specified
                  in this Lease and any suit brought to collect the amount of
                  the deficiency for any month shall not prejudice in any way
                  the rights of Landlord to demand full payment of all remaining
                  sums or to collect the deficiency for any subsequent month by
                  a similar action or proceeding. Landlord, at Landlord's
                  option, may make such alterations or decorations in the
                  Premises as Landlord in Landlord's sole judgment considers
                  advisable and necessary for the purpose of decorations shall
                  not operate or be construed to release Tenant from liability
                  hereunder as aforesaid. Landlord shall in no event be liable,
                  and Tenant's liability shall not be affected or diminished in
                  any way whatsoever for failure to relet the Premises, or in
                  the event that the Premises are relet, for failure to collect
                  the rent thereof under such re-letting; or

            (III) In the event of a breach or threatened breach by Tenant of any
                  of the covenants or provisions hereof, Landlord shall have the
                  right of injunction and the right to invoke any remedy allowed
                  by law or in equity as if reentry, summary dispossession
                  proceedings, and other remedies were not herein provided for.
                  Mention in this Lease or any particular remedy shall not
                  preclude Landlord from any other remedy, in law or equity.

If Landlord shall enter into and repossess the Premises by reason of the default
of Tenant in the performance of any of the terms, covenants, or conditions
herein contained, then and in that event tenant hereby covenants and agrees that
Tenant will not claim the right to redeem or reenter the Premises or restore the
operation of this instrument, and tenant hereby waives the right to such
redemption and reentrance under any present or future law, and does expressly
waive its right, if any, to make payment of any sum or sums of rent, or
otherwise, of which Tenant shall have made default under any of the covenants of
this Lease, and to claim any subrogation to the rights of tenant under these
presents, or any of the covenants thereof, by reason of such payment.

Any action taken by Landlord under this Article shall not operate as a waiver of
any right which Landlord would otherwise have against Tenant for rent hereby
reserved or otherwise, and Tenant shall remain responsible to Landlord for any
loss or damage suffered by Landlord by reason of Tenant's default or breach. The
words "reenter" and "reentry" as used in this Lease are not restricted to their
technical legal meaning.

Landlord shall be entitled to recover from Tenant all expenses incurred by it in
the event of a default by Tenant or a necessary enforcement action under this
Lease, including but not limited to its attorneys fees.

18.   RECOVERY OF POSSESSION: If proceeding shall at any time be commenced for
      recovery of possession as aforesaid and compromise or settlement shall be
      effected either before or after judgment whereby Tenant shall be permitted
      to retain possession of the Premises, then such proceedings shall not
      constitute a waiver of any condition or agreement contained herein or of
      any subsequent breach thereof or of this Lease.


                                                                               5
<PAGE>

19.   TERMINATION BY INSOLVENCY: If a decree or order by a court having
      jurisdiction of the Premises shall be entered (a) adjudging Tenant
      bankrupt or insolvent, or (b) approving as properly filed a petition
      seeking reorganization of Tenant under any bankruptcy or insolvency law,
      or (c) for the winding up or liquidation of Tenant's affairs, or (d) for
      the appointment of a receiver or a liquidator or trustee in bankruptcy or
      insolvency of Tenant or any of Tenant's property, and such decree or order
      shall continue undischarged or unstayed for thirty (30) days, or if Tenant
      shall institute or consent to insolvency or bankruptcy proceedings by or
      against Tenant, or file petition, answer, or consent to the appointment of
      a receiver or liquidator or trustee in bankruptcy or insolvency of Tenant
      or Tenant's property, or make assignment for the benefit of creditors, or
      admit in writing Tenant's inability to pay debts generally as they become
      due, or take corporate action in furtherance of any of the aforesaid
      purposes, then and in any such event, Landlord may, if Landlord so elects,
      with or without notice or entry or other action, forthwith terminate this
      Lease, and shall upon such termination be entitled to recover damages in
      an amount equal to the present value of the rent reserved under this Lease
      for the residue of the stated term less the fair rental value of the
      Premises for such residue or in any greater amount as may be permitted by
      law up to the full amount of the rent reserved by this Lease to the end of
      the stated term. In addition to any other rights and remedies Landlord may
      have by any provisions in this Lease or in any statute or rule or law,
      Landlord may retain as liquidated damages any rent, security, deposit, or
      monies received by Landlord from Tenant or others on behalf of Tenant.

20.   HOLDOVER: Should Tenant continue in possession after the end of the term,
      such holding over shall not constitute a renewal or extension of this
      Lease, but Landlord may, at Landlords option, construe the Tenant as a
      tenant at sufferance or such hold over as a month to month tenancy subject
      to all the terms and conditions of this Lease.

21.   DAMAGE OR DESTRUCTION: If the Premises shall be damaged as a result of
      fault or neglect of Tenant's servants, employees, agents, visitors, or
      licensees, Tenant shall pay for all damage and there shall be no abatement
      of rent. If the Premises shall be partially damaged or be made
      inaccessible by fire, flood, windstorm, the elements, or other cause
      without fault or neglect of Tenant or Tenant's servants, employees,
      agents, visitors, licensees, the damage shall be repaired by and at the
      expense of Landlord if and to the extent covered by insurance but not
      otherwise, and rent, until the premises are so repaired, shall be
      apportioned according to the portion of the Premises which is usable to
      Tenant. In making such repairs, Landlord shall not be liable for delays
      which may arise by reason of adjustment or insurance loss, strikes, labor
      difficulties, or by reason of other causes beyond Landlords control. If
      the Premises are substantially or totally destroyed or the Premises are
      rendered totally untenantable by reason of fire, flood, windstorm, the
      elements, or other cause, and the Landlord shall decide not to rebuild the
      same, then and in such event, Landlord may within sixty (60) days after
      such damage by fire or other cause, give Tenant notice of Landlord's
      intention to terminate the Lease, which termination shall be effective
      upon the third day after such notice is given, and Tenant shall thereupon
      vacate the Premises and surrender the same to Landlord. Tenant shall
      immediately notify Landlord in case of any damage by fire, flood,
      windstorm, the elements, or other cause.

Tenant shall at Tenant's expense continuously maintain broad form contents
insurance on Tenant's personal property located on the Premises for the full
insurable value of such personal property:


                                                                               6
<PAGE>

22.   LIENS ON FIXTURES: It is hereby agreed that Landlord shall, during the
      term of this Lease or as it may be extended, have an express lien (in
      addition to any statutory Landlord's lien), for the payment of rent
      aforesaid, upon all the trade fixtures, good, and stock in trade, and
      personal property of the Tenant which are, or hereafter may be placed upon
      the Premises.

23.   LANDLORD NOT A PARTNER: It is expressly understood that the Landlord shall
      not be construed or held to be a partner or associate of the Tenant in the
      conduct of Tenant's business; it being expressly understood that the
      relationship between the parties hereto is and shall remain at all times
      that of Landlord and Tenant.

24.   NOTICES: All notices required to be given hereunder shall be in writing,
      and if intended for the Landlord, shall be mailed by registered mail or
      certified, postage prepaid, to the office of the Landlord, 10 St. Johns
      Medical Park, St. Augustine, Florida 32086, ATTN: Dr. Robert Thousand, or
      if intended for the Tenant, shall be served upon one of the officers of
      Tenant personally, or shall be mailed by registered mail, postage prepaid,
      to the Premises or the address of Tenant as specified on page 1 of this
      Lease: Either party shall have the right to change its principal office by
      service by registered mail or certified, of such change.

25.   GENERAL: It is further understood and agreed, that this instrument
      contains the entire agreement between the parties hereto, and shall not be
      modified in any manner except by an instrument in writing executed by the
      parties hereto, and that the conditions and agreements herein are binding
      on, and may be legally enforced by the parties hereto, their heirs,
      executors, administrators, successors and permitted assigns, respectively,
      and that no waiver of any breach of any condition or agreement contained
      herein shall be construed to be a waiver of that condition or agreement or
      of any subsequent breach thereof, or of this Lease. Feminine or neuter
      pronouns shall be substituted for those of the masculine form, and the
      plural shall be substituted for the singular numbers in any place herein,
      in which the content may require such substitution.

26.   QUIET POSSESSION: It is further understood and agreed, that subject to the
      terms of this Lease, that Tenant, paying the rent hereby reserved, and
      performing and observing the several covenants hereof, may peacefully hold
      and enjoy the Premises throughout the duration of this Lease without any
      interruptions by the Landlord, its successors or assigns, or any person
      lawfully claiming through it.

27.   OTHER PROVISIONS: The titles appearing in this Lease are for the purposes
      of easy reference and shall not be considered a part of this Lease or in
      any way to modify, amend, or affect the provisions thereof. This Lease is
      to be construed and enforced in accordance within the laws of the State of
      Florida.

28.   EMINENT DOMAIN: In the event that more than fifteen percent (15%) of the
      ground floor area of the Premises shall be acquired or condemned by
      eminent domain for any public or quasi-public purpose, then the term of
      this Lease shall cease and terminate by either party giving notice thereof
      to the other not more than thirty (30) days after the date on which title
      vests in such authority, and Tenant shall have no claim against Landlord
      for the value of any unexpired term of said Lease from the date of title
      vesting in such proceeding.

In the event that the less then fifteen percent (l5) of the ground floor area of
the Premises be taken in any such condemnation, or shall be acquired for any


                                                                               7
<PAGE>

public or quasi-public purposes, the Landlord, at its election, if feasible, may
restore the Premises for use and, if so, the rent shall be adjusted pro-rata
based on the then remaining area of the altered premises.

Tenant shall have no right to interpose and prosecute a claim against the
condemning authority for the value of Tenant's leasehold interest hereunder or
for alterations, fixtures and improvements taken by the condemning authority.
However, Tenant may claim any special damages such as severance damages or loss
of business damage and all such awards of special damages shall be the property
of the Tenant.

29.   TAX CHARGES AND ASSESSMENTS: Tenant shall pay all personal property taxes
      levied by any taxing authority on machinery, equipment, inventory or other
      personal property or other assets of Tenant as the same shall come due.
      Tenant shall likewise pay all other taxes, charges or assessments, levied
      by any governmental or quasi-governmental authority for or on account of
      Tenant's use of rental of the Premises or the conduct of Tenant's business
      therein, including but not limited to, sales, use and occupation license
      taxes and water, sewer or utility charges or assessments.

30.   LANDLORDS PERFORMANCE FOR ACCOUNT OF TENANT: If the Tenant shall continue
      in default in the performance of any of the covenants or agreements herein
      contained after the time limited for the curing thereof, as aforesaid,
      then Landlord may perform the same for the account of Tenant. Any amount
      paid or expense or liability incurred by Landlord in the performance of
      any such matter for the account of Tenant shall be deemed to be additional
      rent and the same (together with interest thereon at the rate of eighteen
      percent(l8%) per annum from the date upon which any such expense or
      liability shall have been incurred) may, at the option of Landlord be
      added to any rent then due or thereafter falling due hereunder.

Nothing contained herein shall be construed to postpone the right of Landlord
immediately upon expending such sums to collect such sums with interest by
action or otherwise.

31.   DEFINITION OF LANDLORD: The term "Landlord" as used in this Lease means
      only the owner or the mortgagee in possession for the time being of the
      Premises or the owner of the Lease so that in the event of any sale or
      sales of the Premises or of this Lease, Landlord shall be and hereby is
      entirely freed and relieved of all covenants and obligations of Landlord
      hereunder accruing from and after the date of such sale or assignment, and
      it shall be deemed and construed without further agreement between the
      parties or their successors in interest or between the parties and the
      purchaser at any such sale of the Lease or of the Premises, that the
      purchaser has agreed to carry out any and all covenants and obligations of
      Landlord hereunder accruing from and after the date of such sale
      assignment.

32.   LANDLORD'S ENTRY AT END OF LEASE: If during the two months of the term of
      this Lease, Tenant shall have removed all or substantially all of Tenant's
      property from the Premises, Landlord may prior to the expiration or
      termination of the term of the Lease, without releasing tenant from any
      obligations to repair or restore the Premises or to pay the rent in full,
      and without any elimination or abatement thereof, immediately enter upon
      and alter, renovate, and redecorate the Premises.

33.   FIRE EXTINGUISHERS: Tenant agrees to supply and maintain at its own
      expense any fire extinguishers, smoke alarms, or other fire


                                                                               8
<PAGE>

      prevention equipment required by law, rules, orders, ordinances and
      regulations of any city county, or state in which the herein Premises are
      located, or required by any underwriters association, bureau, or any other
      similar body having jurisdiction involving said Premises.

34.   SUBSEQUENT MODIFICATION REQUIRED BY MORTGAGEE: The parties understand that
      the Property of which the Premises form a part is or may hereafter be
      subject to a mortgage lien or liens. In the event any present or future
      mortgagee shall require modification of the form of this Lease, Tenant
      agrees to co-operate in the execution and delivery of any document
      reasonably required by such mortgagee to evidence such modification.
      Provided only that such modification does not substantially alter the
      agreements of the parties as set forth herein.

35.   ENVIRONMENTAL: Tenants are taking possession of property with a current
      environmental letter stating that the property is free of all
      environmental contamination and shall do nothing to jeopardize this
      current environmental condition.

36.   TIME OF THE ESSENCE: Time is of the essence of this Lease.

IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day
and year first above written.

Signed, sealed and delivered              LANDLORD:
in the presence of:                       WILLARD PARK INC.


/s/ Robert R. Phousand                  By: /s/ Jane P. Phousand
---------------------------                 ------------------------------------
      Witness                                   Its. President


---------------------------
Witness                                   TENANT:
                                          ADVANCED PARTICLE TECHNOLOGIES, INC.


/s/ Kelly Westby                        By: /s/ William Amt
---------------------------                 ------------------------------------
      Witness                                   Its. President


                                                                               9
<PAGE>

                                  EXHIBIT "A"

                               [GRAPHIC OMITTED]
<PAGE>

                                   EXHIBIT `B'
                            312 INDUSTRIAL PARK LEASE

NAME OF TENANT:     ADVANCED PARTICLE TECHNOLOGIES, INC.

ADDRESS OF TENANT:  3452 LAKE LYNDA DRIVE, SUITE #280
                    ORLANDO, FL 32817

LENGTH OF LEASE:    DECEMBER 1, 1997 THROUGH FEBRUARY 29, 2000

NUMBER OF SQ FT RENTED: 8400 AT $5.50 SQ FT.

FIRST MONTHS RENT                    $3,850.00
                                     ---------
6% SALES TAX ON RENT                 $  231.00
                                     ---------
2ND MONTHS RENT                      $4,081.00
                                     ---------
SECURITY DEPOSIT                     $3,850.00 - $500.00 = $3,350.00
                                     -------------------------------
LAST MONTHS RENT                     ON ACCOUNT
                                     ----------
TOTAL                                $11,512.00
                                     ----------

THE MONTHLY RENT WILL BE $4,081.00. RENT IS DUE ON THE FIRST DAY OF EACH
MONTH.

ANY OTHER NOTATIONS NEEDED:

THIS TRANSFERS VANGKOE'S CONTRACT TO ADVANCED PARTICLE TECHNOLOGIES, INC. AS
OF DECEMBER 1, 1997 TO CONTINUE THROUGH FEBRUARY 29, 2000. (SEE ATTACHED
CONTRACT) $500.00 REMAINING OF PREVIOUS SECURITY DEPOSIT CREDITED AGAINST
FULL DEPOSIT OF $3,850.00. $4,081.00 FOR LAST MONTHS RENT ALSO CREDITED.