EXHIBIT 10.39


                                1180 BUILDING AT
                          HEADQUARTERS AT GATEWAY LAKE
                                 1180 SW 36 AVE.
                                    SUITE 100
                             POMPANO BEACH, FL 33069

                                 TERM - 3 YEARS
                           COMMENCING JANUARY 1, 2002
                          TERMINATING DECEMBER 31, 2004


     THIS LEASE  AGREEMENT made and entered into this 31 day of December,  2001,
by and between CONECA  PROPERTIES,  L.C., a Florida Limited  Liability  Company,
having its office at 210 N. University Drive, Suite 212, Coral Springs, FL 33071
(hereinafter  referred  to as  "Landlord",  and  CareCentric,  Inc.,  having its
principal office at 2625 Cumberland Parkway, Suite 310, Atlanta, GA, and leasing
an  office  at 1180 SW 36  Ave.,  Suite  100,  Pompano  Beach,  Florida,  33069,
(hereinafter referred to as "Tenant").

                                   WITNESSETH:

     In consideration of the rents,  covenants and agreements  herein,  Landlord
does hereby lease to Tenant and Tenant  hereby  leases from Landlord upon terms,
provisions and conditions herein, the real property hereinafter described.


                                    ARTICLE I
                     DESCRIPTION OF PROPERTY, TERMS AND USE

     1.1  Description  of Property.  Landlord  leases to Tenant a portion of the
real property in the  development  known as the 1180  Building and  specifically
identified as 1180 SW 36 Ave, Pompano Beach, Florida (hereinafter referred to as
the "Leased  Premises")  reflected on the legal  description  attached hereto as
Exhibit "A" and made a part hereof and the floor plan attached hereto as Exhibit
"B" and made a part hereof.

     1.2 Rentable  Area. The Leased  Premises  shall consist of 12,093  rentable
square  feet known as Suites  100 and Suite 101 for the  period  January 1, 2002
through March 31, 2002,  and  thereafter and for the balance of the term of this
Lease  Agreement the Lease Premises shall consist of Suite 100 only,  consisting
of 6,535 rentable square feet.

     1.3 Term.  Tenant is to have the Leased Premises being described subject to
the terms and  conditions  hereof for a term of three (3) years,  commencing  on
January 1, 2002 which shall be known as the "Commencement Date", and expiring on
December 31, 2004, at midnight.

     1.4 Use. The Leased  Premises  shall be used and occupied by Tenant  solely
for the purpose of a general  business  office and for no other purpose  without
Landlord's express written consent.

<PAGE>


                                   ARTICLE II

                                      RENT

     2.1 Base Rental. In consideration of the leasing of the aforesaid premises,
Tenant does hereby covenant and agree with Landlord to pay base rent as follows:

<TABLE>
<CAPTION>
<S>            <C>                           <C>       <C>     <C>               <C>          <C>         <C>
-----------------------------------------------------------------------------------------------------------------------
Timeframe                 Dates               R.S.F.     Rate     Annualized       Monthly     Sales Tax   Mon w/tax
-----------------------------------------------------------------------------------------------------------------------
Year One       Jan 1, 2002 - Mar 31, 2002      12,093   $12.50  $ 37,790.63      $12,596.88    $755.82    $13,352.70
-----------------------------------------------------------------------------------------------------------------------
Year One       Apr 1, 2002 - Dec 31, 2002       6,535   $12.50  $ 61,265.63       $6,807.30    $408.44    $ 7,215.74
-----------------------------------------------------------------------------------------------------------------------
Year Two       Jan 1, 2003 - Dec 31, 2003       6,535   $13.13  $ 85,804.55       $7,150.38    $429.03    $ 7,579.41
-----------------------------------------------------------------------------------------------------------------------
Year Three     Jan 1, 2004 - Dec 31, 2004       6,535   $13.79  $ 90,117.65       $7,509.81    $450.59    $ 7,960.40
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

     2.2 The first monthly  installment  of Rent,  Common Area  Maintenance  and
applicable  sales tax deposit of Nineteen  Thousand Seven Hundred  Sixty-One and
99/100 ($19,761.99) is due on or before January 1, 2002.

     2.3 In addition to the monthly  base rent,  Tenant will be assessed a share
equal to its pro rata share of the  building for all Basic  Operating  Expenses,
also known as Common Area Maintenance  Items. All rental and CAM plus applicable
state sales tax on both reserved and agreed to be paid under this Lease shall be
paid in lawful  currency of the United  States of America.  Except as  otherwise
provided in this Lease,  rental  payments  called for hereunder shall be made to
Landlord without notice,  demand, set-off or deduction at the place specified by
Landlord from time to time in writing.

     2.4 Tenant's Share of Basic Operating Expenses

          (a) The term "Basic Operating  Expenses" will include operating costs,
taxes and association assessments for the building and common area.

          (b) The term  "Common  Area" shall mean all real or personal  property
owned by the Landlord for the common,  non-exclusive  use of the  Landlord,  the
Tenant and their employees,  guests and invitees  including,  but not limited to
sidewalks,  landscape areas,  lighting,  delivery areas, parking areas, entrance
and lobby areas, security,  elevators,  stairways,  hallways shared by more than
one tenant and all lavatories shared by more than one tenant.

          (c) The term  "Operating  Costs" shall mean the operating  expenses of
the building and all expenditures by Landlord to maintain the building,  parking
and related  facilities,  and such additional  facilities in subsequent years as
may be  determined  by Landlord to be  necessary  in  accordance  with sound and
reasonable practices for facilities of a like kind and character.  All operating
expenses  shall be determined on an accrual basis in accordance  with  generally
accepted  accounting  principles,  which  shall be  consistently  applied.  Such
operating  expenses shall include all expenses,  costs and disbursement of every
kind and nature which Landlord  shall pay or become  obligated to pay because or
in connection  with the  ownership,  operation and  maintenance of the building,
including, but not limited to, the following:

               (1)  Wages  and  salaries  of all  employees  engaged  in  direct
operation and  maintenance of the building,  employer's  social  security taxes,
unemployment taxes or insurance, and any other taxes which may be levied on such
wages and salaries,  the cost of disability  and  hospitalization  insurance and
pension or retirement benefits for such employees;

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<PAGE>

               (2)  All  supplies  and  materials  used  in  the  operation  and
maintenance of the building;

               (3) Cost of all  utilities  for the common areas of the building,
including the cost of water,  lighting,  air-conditioning  and ventilating,  but
excluding the cost of electricity for the tenants' premises;

               (4)  Cost  of all  maintenance  and  service  agreements  for the
building,  the  equipment  therein and  grounds,  including  janitorial  service
(excluding  janitorial  service and supplies for the Leased Premises),  security
service,  landscape  maintenance,  alarm service,  window  cleaning and elevator
maintenance;

               (5) Cost of all  insurance  relating to the  building,  including
casualty and liability insurance applicable to the building, Landlord's personal
property used in connection therewith and rent insurance;

               (6) All taxes and assessments and governmental  charges,  whether
federal,  state,  county or municipal and whether they be by taxing districts or
authorities  presently  taxing the Leased  Premises  or by others,  subsequently
created or otherwise,  and any other taxes and  assessments  attributable to the
building or its operation excluding,  however, Federal and State taxes on income
and ad valorem  taxes on Tenant's  personal  property and on the value of tenant
leasehold  improvements  to the extent that the same exceeds  standard  building
allowances,  any  and  all  costs  and  expenses  incurred  by  Landlord  in the
decorating of the Common Areas, in the promotion or advertising of the building,
and public relations  related to the building and otherwise  expended in any way
by Landlord for the  promotion,  enhancement or enlargement of the reputation of
the building or of the tenants of the building;

               (7) Cost of  repairs  and  general  maintenance  (excluding  such
repairs  and general  maintenance  paid by  insurance  proceeds or by Tenant and
other  third  parties  and  alterations  attributable  solely to  tenants of the
building other than the Tenant);

               (8) Legal  expenses,  accounting  expenses  and  management  fees
incurred with respect to the building,  excluding any legal expenses  related to
leasing  space to tenants or  landlord/tenant  disputes or  collections,  or the
financing, re-financing or selling the building;

               (9) Costs incurred in compliance  with new or revised  federal or
state laws or municipal ordinances or codes or regulations promulgated under any
of the same provided  that such costs are amortized  over the useful life of the
item or improvement in question so that only the amortized cost  attributable to
a given year may be included in Operating Costs hereunder for such year;

               (10)   Amortization  of  the  cost  of  installation  of  capital
investment  items which are  primarily  for the purpose of reducing (or avoiding
increases  in)  operating  costs  or  which  may  be  required  by  governmental
authority.  All such costs shall be amortized  over the  reasonable  life of the
capital  investment  items with the reasonable  life and  amortization  schedule


                                       3
<PAGE>

being determined in accordance with generally accepted accounting principles and
in no event to extend beyond the reasonable life of the building. In the case of
installations  for the purpose of reducing (or avoiding  increases in) operating
costs,  Landlord  shall  upon  request,  provide  Tenant  a  cost  justification
therefor.

               (11) Basic  Operating  Costs shall not  include (i)  expenditures
classified as capital  expenditures  for Federal income tax purposes  (except as
set forth in Section  2.2(c)(10)),  (ii) costs for which Landlord is entitled to
specific reimbursement by Tenant, any other tenant of the building, or any other
third party,  (iii) costs of initial  construction  of the building (iv) cost of
renovating or modifying  space in the building for lease to other  tenants,  (v)
leasing  commissions,  ground  rentals,  and all  non-cash  expenses  (including
depreciation),  and  (vi)  debt  service  on  any  indebtedness  secured  by the
building.

          (d) The Tenant's proportionate share of Basis Operating Expenses shall
be: January 1, 2002 - March 31, 2002 - 12,093 Rentable Square Feet = 50.39%: and
April 1, 2002 - December 31, 2004 - 6,535  Rentable  Square Feet = 27.23% of the
total operating  expenses and shall be paid to Landlord on the first day of each
month  along  with basic rent in an amount  equal to  one-twelfth  (1/12) of the
Landlord's estimate of Tenant's proportionate share of same.

          (e) Within 120 days after the end of each  calendar  year,  or as soon
thereafter as possible,  Landlord shall furnish to Tenant an operating statement
showing actual taxes and operating  expenses incurred in the proceeding year and
an  appropriate  cash  adjustment  shall be made between  Landlord and Tenant to
reflect any difference between payments made based upon the costs and the actual
costs.  Within  sixty (60) days of receipt  by Tenant of the  statement,  Tenant
shall have the right in person  and at  Tenant's  expense to inspect  Landlord's
books and records showing the operating  expenses and taxes for the Building for
the calendar year covered by the statement. The Statement shall become final and
conclusive  between the parties unless the Landlord receives written  objections
within a sixty (60) day period. Payment of the amount due either party (Landlord
or Tenant) shall be made within ten (10) business days  following the end of the
sixty  (60)  day   examination   period.   Anything   herein  to  the   contrary
notwithstanding, Tenant shall not delay or withhold any payment or balance shown
to be due pursuant to a statement  rendered by Landlord to Tenant because of any
objection  Tenant may raise with respect to the  Statement.  Provided,  further,
however, that if within the calendar year there shall be collective increases in
the taxes or operating  expenses which exceed ten (10%) percent of the estimated
budget,  the Landlord  may, at his option,  adjust the budget for the  remaining
portion  of the year to reflect  such  change so as to more  accurately  reflect
costs and prevent a large variance  between the estimated  budget and the actual
expenses paid.

          (f) Tenant shall be solely responsible for providing cleaning services
and the expenses and  supplies  relating to the cleaning  service of its demised
space. Tenant shall make its own separate arrangement and is legally responsible
for the  disposal  of all  hazardous  wastes  generated  from within the Demised
Premises.

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<PAGE>


                                   ARTICLE III
                               LANDLORD'S SERVICES

     3.1  Services to be  furnished  by  Landlord.  Landlord  shall use its best
efforts  to  furnish  Tenant,  subject  to the  Building  Rules and  Regulations
(hereafter defined) and Tenant's performance of its obligations  hereunder,  the
following services:

          (a)  Maintenance  of the  heating,  ventilation  and air  conditioning
system serving the premises.  Tenant is responsible for electric charges for the
air conditioning system and other electric usage in Tenant's premises.  Landlord
furnishes air  conditioning  and heating in the common areas.  In the event that
Tenant experiences HVAC service problems in the Premises,  Tenant shall have the
right to contact  Landlord's  property manager to initiate an HVAC service call.
In the event  that  Landlord's  property  manager  has not  responded  either by
telephone or by visit to the Premises within 2 business hours, then Tenant shall
have the right to contact  Landlord at 954/340-5594 to thereby  initiate an HVAC
service call.  Landlord shall be  responsible  for the costs and expenses of any
HVAC  contract,  including  without  limitation  service  calls  under  an  HVAC
contract.

          (b) Hot and cold water at those points of supply provided for lavatory
and drinking purposes only.

          (c)  Janitorial  service in and about the  building  five (5) days per
week, and periodic window washing;  however, Tenant shall hire and pay the costs
attributable to the cleaning of their own Leased Premises.

          (d)  Elevators  for access to and egress from the Leased  Premises and
the building twenty-four (24) hours a day, seven (7) days a week.

          (e) Electricity for all common areas and parking areas.

          (f) Replacement of fluorescent lamps building, standard light fixtures
installed by Landlord and incandescent bulb replacement in all public areas.

     3.2  Failure by  Landlord  to any extent to furnish  such  services  or any
cessation  thereof of Landlord shall not render  Landlord  liable in any respect
for damages to either  person or  property,  nor be  construed as an eviction of
Tenant nor work an abatement of rent, nor relieve Tenant from fulfillment of any
covenant or agreement  hereof,  except as specifically set forth to the contrary
herein.  Should  any  of  such  services  be  interrupted,  Landlord  shall  use
reasonable  diligence to restore same  promptly,  but Tenant shall have no claim
for  rebate  of rent or  damages  or  eviction  on  account  thereof,  except as
specifically set forth to the contrary herein. In the event that the Premises is
rendered untenantable in whole or in part due to any failure of or disruption of
any services provided by or through Landlord (including,  for example only, HVAC
services to the Premises),  then if such  condition  continues for any period in
excess of 5  consecutive  days  Tenant  shall  have the right to abate its rents
hereunder  commencing  on the 6th day  and  thereafter  until  such  service  is
restored and the Premises is again  tenantable,  with such abatement being based
upon the extent of and for the duration of such untenantability.

                                       5
<PAGE>

     3.3 Tenant shall pay directly to the utility providing service monthly,  as
billed  such  charges as may be  separately  metered to Tenant for any  electric
services  utilized by Tenant.  It is  expressly  understood  it is the  Tenant's
responsibility  to make  application  to the  appropriate  utility  service  for
required  service  and to make any  deposit  required  by the  utility  for such
service in sufficient  time to allow utility  company to provide service on date
required.  Failure to have such utility  service  available  will not extend the
date upon which the lease term begins or when rental payment commences.


                                   ARTICLE IV
                             PREPARATION OF PREMISES

     4.1  Landlord  shall make those  improvements  completed  and  prepared for
Tenant's  occupancy in accordance with the agreed upon plans and  specifications
between  Landlord  and  Tenant  attached  hereto  and  made  a part  hereof  and
hereinafter  referred  to as  "Standard  Improvements"  Exhibit  "C".  Any other
facilities,  material or work  undertaken by or for the account of a tenant over
and above standard work set forth on Exhibit "C" will be "Special Work" with its
expenses to be totally borne by the Tenant.  Landlord agrees to notify Tenant of
the proposed schedule for all of such work on or before February 1, 2002, and to
complete  such work no later than March 15,  2002.  Landlord and Tenant agree to
use their  reasonable,  good faith efforts to stage and schedule such work so as
to minimize any interference with or disturbance of Tenant's business use of the
remainder  of the  Leased  Premises  (including  without  limitation  Suite  101
thereof) due to the performance of any of such work.

     4.2 The premises  shall be deemed ready for  occupancy on the date on which
standard  work and any  Special  Work  shall have been  substantially  completed
notwithstanding the fact that minor or insubstantial  details of construction or
adjustment  remain  to be  performed,  the  non-completion  of  which  does  not
materially interfere with Tenant's use of the premises. Any such minor items not
completed or requiring  adjustment will be itemized on a punch list and Landlord
will utilize his best efforts to complete such items  promptly.  It is expressly
understood that the correction,  completion or adjustment of punch list items or
corrections  or  adjustment  required  by  the  Landlord  under  any  warranties
hereunder  do not  constitute a valid  reason for  withholding  of rental or any
other payments due hereunder.  Completion of the work required by Landlord shall
be delayed  due to any act or  omission  of the Tenant  including  delays due to
changes or additions requested of Landlord, delays in Tenant submission of plans
or other information or in giving required approvals or  authorizations;  or due
to additional time needed,  for the completion of any special work by or for the
Tenant then the premises  shall be deemed  ready for  occupancy on the date they
would  have been  ready but for such  delay  and rent and other  payments  shall
commence as of such earlier date.


                                    ARTICLE V
                             REPAIR AND MAINTENANCE

     5.1 Landlord warrants for a period of one (1) year from date of issuance of
a  Certificate  of Occupancy or the  occupancy of the Tenant,  whichever  occurs
earlier,  all work in  Tenant's  premises  against  any  defects  due to  faulty
material,  equipment or  workmanship  which warranty shall apply to work done by
subcontractors as well as to work done by direct employees of the Landlord.

                                       6
<PAGE>

     5.2  Except as  specifically  provided  in  Article IV above and during the
warranty period set forth in Section 5.1, Landlord shall not be required to make
any  improvements  or repairs or alterations  whatsoever to the Leased  Premises
except as may be required to the corridors and common areas and to the equipment
used to provide the  services set forth in ARTICLE  III.  Tenant shall  promptly
give Landlord written notice of any damage in the leased Premises.  This Section
5.2  shall  not  apply in the case of  damage  or  destruction  by fire or other
casualty, which event is covered elsewhere in this Lease.

     5.3 The builder's warranty and Landlord's warranty, which are given in this
ARTICLE,  is in lieu of and cancels any  undertaking or duty by Landlord to make
statements to Tenant of facts  affecting the value of the property,  if any such
duty now or at a later date is found by a court to exist.


                                   ARTICLE VI
                             TENANT CARE AND REPAIR

     6.1 Tenant  shall  maintain  the  Leased  Premises  in a clean,  attractive
condition and shall be responsible  for all repairs within the Leased  Premises,
except as specifically  provided in ARTICLE V hereof, normal wear and tear, fire
or other  casualty,  condemnation  and the acts or omissions  of  Landlord,  its
agents, servants, employees or contractors all excepted.


                                   ARTICLE VII
                                  LATE PAYMENTS

     7.1 Tenant  agrees to timely pay all rents and sums  provided to be paid to
Landlord  hereunder at the times and in the manner herein provided and to occupy
at all times the Leased  Premises.  If any minimum  annual rent or other payment
required under this Lease remains unpaid for ten (10) days after Tenant receives
notice of such arrearage from Landlord,  a service charge equal to the amount of
ten (10%)  percent of the amount  overdue may be charged by the Landlord for the
purpose of defraying the  additional  expenses  incident to the handling of such
overdue  amount,  provided,  however such notice shall only be required one time
per year and,  for any  subsequent  late  payment,  the service  charge shall be
applicable  if rent remains  unpaid for ten (10) days after it is due. If tenant
should  fail to pay any payment  owing from Tenant to Landlord  pursuant to this
Lease,  such unpaid  amounts shall bear interest from the due date hereof to the
date of  payment  at a rate  equal  to the  lower of the rate of one and one and
one-half percent (1 1/2%) per month or the highest rate permitted by law. In the
event that any check,  bank draft,  order for payment or  negotiable  instrument
given to Landlord for any payment under this Lease shall be  dishonored  for any
reason  whatsoever not  attributable to Landlord,  Landlord shall be entitled to
make an  administrative  charge to Tenant of  Twenty-Five  and  00/100  ($25.00)
Dollars.  Tenant recognizes and agrees that the aforesaid charges represent,  at
the time this Lease is made, a fair and reasonable  estimate and  liquidation of
the costs of Landlord in the  administration of the Building  resulting from the
events  described,  which costs are not  contemplated or included in any rent or
other charges provided to be paid by Tenant to Landlord in this Lease.

                                       7
<PAGE>


                                  ARTICLE VIII
                                  HOLDING OVER

     8.1 If Tenant should remain in possession of the Leased  Premises after the
termination  of  expiration  of the term  without the  execution by Landlord and
Tenant of a new lease,  then Tenant shall be deemed to be  occupying  the Leased
Premises as a tenant at sufference, subject to all the covenants and obligations
of this Lease and at a base  rental of 150% of the rental in effect  immediately
prior to such  expiration  or  termination,  computed on a the basis of a thirty
(30) day month,  for the first three (3) months of such  hold-over,  and 200% of
such base  rental  thereafter  but such  holding  over shall not extend the term
hereof.  Tenant  shall give  Landlord at least  thirty  (30) days prior  written
notice of any  intention  to remove from the  premises  and shall be entitled to
thirty (30) days notice from Landlord in the event Landlord  desires  possession
of the premises.


                                   ARTICLE IX
                      ALTERATIONS ADDITIONS, & IMPROVEMENTS

     9.1  Tenant  will  make  no  alteration,   change,   improvement,   repair,
replacement or addition to the Leased Premises without the prior written consent
of Landlord,  which consent shall not be unreasonably  withheld,  conditioned or
delayed by Landlord.  Tenant may remove its trade fixtures,  office supplies and
movable  office  furniture and  equipment not attached to the building  provided
such removal is made prior to the termination or expiration of the term;  Tenant
is not then in default in the timely  performance  of any obligation or covenant
under this Lease;  and Tenant promptly repairs all damage caused by such removal
All other property at the Lease Premises and any  alternation or addition to the
Leased Premises  (including but not limited to wall-to-wall  carpeting,  drywall
partitions,  paneling or other wall covering) and any other article  attached or
affixed to the floor,  wall or ceiling of the Leased  Premises  shall become the
property of Landlord and shall be surrendered  with the Leased  Premises as part
thereof at the  termination  of this  Lease,  without  payment  or  compensation
therefor.  If, however,  Landlord so requests in writing,  Tenant will, prior to
vacating the premises upon the  termination  or expiration of its Lease,  remove
any and all alterations,  additions,  fixtures, equipment and property placed or
installed by it in the Leased Premises after March 31, 2002, and will repair any
damage caused by such removal. Tenant's personalty and equipment are and will be
security for Tenant's obligations under this Lease.


                                    ARTICLE X
                                   ASSIGNMENT

     10.1 Tenant shall not assign this Lease nor any rights  hereunder,  nor let
or sublet  all or any part of the  Leased  Premises,  nor  suffer or permit  any
person or entity to use any part of the Leased Premises, without first obtaining
the  express  written  consent  of  Landlord,  ,  which  consent  shall  not  be
unreasonably  withheld,  conditioned or delayed by Landlord.  Landlord's consent
shall not be  required  in  connection  with an  assignment  or  sublease  to an
"affiliate"  of Tenant.  For purposes  hereof an  "affiliate"  means any person,
corporation,  partnership  or other legal  person or entity now or  hereafter in
control of,  controlled by or under common control with Tenant.  Should Landlord


                                       8
<PAGE>

consent to such  assignment of the Lease, or to a sublease of all or any part of
the Leased  Premises,  Tenant does hereby  guarantee  payment of all rent herein
reserved  until the  expiration of the term hereof and no failure of Landlord to
promptly  collect from any assignee or  sublessee,  or any extension of the time
for payment of such rents,  shall release or relieve Tenant from its guaranty or
obligation  of payment of such  rents.  Any  assignment  by  Landlord  shall not
relieve Tenant of its obligations hereunder.

     10.2 Landlord  shall have the right to transfer and assign,  in whole or in
part,  all of its rights and  obligations  hereunder,  and in the  building  and
property referred to herein, and upon any such transfer or assignment no further
liability or obligation  shall  thereafter  accrue against  Landlord  hereunder,
(except to the extent of any  retained  Lessor's  interest by Landlord  upon any
partial assignment of its interest in this Lease).


                                   ARTICLE XI
                             CONTROL OF COMMON AREAS

     11.1 All automobile parking areas, driveways,  entrances and exits thereto,
and other facilities furnished by Landlord, including an parking area, truck way
or ways, loading areas, pedestrian walkways,  ramps, landscaped areas, stairways
and other areas and  improvements  provided by Landlord  for the general use, in
common, of tenants,  their officers,  agents,  employees,  invitees,  licensees,
visitors  and  customers  shall  be at all  times  subject  to such  reasonably,
uniformly  applicable rules and regulations as the Landlord shall,  from time to
time  establish,  modify and enforce  with  respect to all such  facilities  and
areas.  All such parking shall be available to Tenant,  its  employees,  agents,
contractors and invitees,  on a free-of-charge,  first-come  first-served  basis
throughout the Term.


                                   ARTICLE XII
                              RULES AND REGULATIONS

     12.1 Tenant shall comply with all rules and Landlord may apply  regulations
as to all tenants of the building.  Such rules and regulations  will include but
not  necessarily be limited to those initial rules and  regulations set forth in
Exhibit "D" attached  hereto,  which may, at the discretion of the Landlord,  be
subsequently modified.


                                  ARTICLE XIII
                                   RELOCATION

     13.1 [Intentionally omitted.]


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<PAGE>

                                   ARTICLE XIV
                        FLOOR LOADS, NOISE, AND VIBRATION

     14.1 Tenant  shall not place a load upon any floor of the Leased  Premises,
which  exceeds the load per square foot,  which such floor was designed to carry
or which is allowed by law. Business machines and mechanical equipment belonging
to  Tenant  which  cause  noise or  vibrations  that may be  transmitted  to the
structure  of the  building or to the Leased  Premises to such a degree as to be
objectionable  by  Landlord  shall,  at the  Tenant's  expense,  be  placed  and
maintained  by Tenant in  settings  of cork,  rubber  or  spring-type  vibration
eliminators sufficient to eliminate such noise or vibration.


                                   ARTICLE XV
                              LANDLORD'S INSURANCE

     15.1 At all  times  during  the  term of this  Lease,  the  Landlord  shall
maintain all necessary insurance on the premises including property insurance on
a "causes of  loss-special  form,"  replacement  cost  basis loss of rents,  and
commercial general liability  insurance.  The insurance  maintained will also be
subject to the requirements of any institutional first mortgagee.  The insurance
will be maintained in the name of the Landlord  only. The cost of this insurance
will  be  included  with  the  operating  cost to be  allocated  to  tenants  in
accordance with ARTICLE II - 2.2 of this Lease.

     15.2  Landlord  and Tenant each waive any claim  against each other for any
damage to property subject to insurance. Each party agrees to obtain a waiver of
subrogation from its insurance carrier permitting this waiver.


                                   ARTICLE XVI
                               TENANT'S INSURANCE

     16.1 Tenant shall at its sole expense, provide and maintain in force during
the entire term of this Lease,  and any extension or renewal  hereof  commercial
general  liability   insurance,   including  without   limitation,   contractual
liability,  in not less than a combined  single  limit amount of One Million and
00/100  ($1,000,000.00)  Dollars to cover the  agreement  in ARTICLE XVII - HOLD
HARMLESS.  The original of each such policy of insurance or certified  duplicate
thereof issued by the insurance of insuring  organization  shall be delivered by
Tenant to Landlord on or before ten (10) days prior to  occupancy  of the Leased
Premises by Tenant.


                                  ARTICLE XVII
                                  HOLD HARMLESS

     17.1 The Tenant  covenants  and agrees with Landlord that during the entire
term of this Lease the Tenant will  indemnify  and save  harmless  the  Landlord
against  any and all claims,  debts,  demands or  obligations  which may be made
against the Landlord or against the Landlord's  title in the premises arising by
reason of any negligent acts or omissions of the Tenant, its officers, agents or
employees in occupying the premises;  and not any negligent acts or omissions of
the Landlord, its officers, agents or employees; and if it becomes necessary for


                                       10
<PAGE>

the  Landlord  to defend any action  seeking to impose any such  liability,  the
Tenant will pay the Landlord all costs of court and reasonable  attorneys'  fees
incurred by Landlord in such  defense,  in addition to any other sums which said
Landlord may be called upon to pay by reason of a judgment or decree against the
Landlord in the litigation in which such claim is asserted.

     17.2 Tenant  shall keep and  maintain  the demised  premises in  compliance
with,  and shall not cause or permit the demised  premises to be in violation of
any federal, state or local laws, ordinances or regulations  including,  without
limitation, those relating to zoning, building,  occupational safety and health,
industrial  hygiene or to the  environmental  conditions  on, under or about the
demised premises, including but not limited to soil and ground water conditions.
Tenant shall not use, generate,  manufacture,  store or dispose of, on, under or
about the demised  premises or  transport  to or from the demised  premises  any
flammable  explosives,  radioactive  materials,  corrosives or acids,  including
without  limitation  any  and  all  substances  defined  as or  included  in the
definition of "hazardous substances", "hazardous wastes", "hazardous materials",
and "toxic substances" under any applicable federal or state laws or regulations
(collectively, the "Hazardous Materials").

     17.3 Tenant hereby agrees to indemnify  Landlord and hold Landlord harmless
from and  against  any and all  claims,  losses,  damages,  liabilities,  fines,
penalties,   charges,   administrative  and  judicial  proceedings  and  orders,
judgments, remedial action requirements, enforcement actions of any kind and all
costs and expenses incurred in connection  therewith  (including but not limited
to  attorneys'  fees,  paralegal  charges  and  expenses),  arising  directly or
indirectly,  in whole  or in part  due to  Tenant's,  its  employees';  agents';
contractors';  or subtenants'  handling,  treatment or disposal of any Hazardous
Materials which contaminates any of the demised premises or surrounding lands or
ground water.

     17.4 The Landlord  covenants  and agrees with Tenant that during the entire
term of this Lease the  Landlord  will  indemnify  and save  harmless the Tenant
against  any and all claims,  debts,  demands or  obligations  which may be made
against the Tenant  arising by reason of any negligent  acts or omissions of the
Landlord, its officers, agents or employees in occupying the building and common
areas;  and not any acts or omissions  of the Tenant,  its  officers,  agents or
employees;  and if it  becomes  necessary  for the  Tenant to defend  any action
seeking to impose any such liability, the Landlord will pay the Tenant all costs
of court and reasonable  attorneys' fees incurred by Tenant in such defense,  in
addition to any other sums which said Tenant may be called upon to pay by reason
of a judgment or decree against the Tenant in the litigation in which such claim
is asserted  provided  such claim is a result of the actions or  obligations  of
Landlord.

     17.5 The  obligations  of Landlord  and Tenant to  indemnify  and hold each
other  harmless  under this Article  shall survive any  conveyance,  transfer or
foreclosure of the Landlord's or Tenant's  interest  herein and further  survive
the termination or expiration of the Lease.


                                  ARTICLE XVIII
                 DESTRUCTION OR DAMAGE BY FIRE OR OTHER CASUALTY

     18.1 In the  event  of a fire or other  casualty  in the  Leased  Premises,
Tenant shall immediately give notice thereof to Landlord. If the Leased Premises
shall be  partially  destroyed  by fire or other  casualty  so as to render  the


                                       11
<PAGE>

Leased  Premises  untenable in whole or in part, the rental  provided for herein
shall abate as to the portion of the Leased  Premises  rendered  untenable until
such time as the Leased  Premises are made  tenantable as determined by Landlord
and Landlord  agrees to commence and complete such repair work promptly and with
reasonable  diligence,  or in the  event  of  total  or  substantial  damage  or
destruction  of the  building  or common  areas  where  Landlord  decides not to
rebuild,  then all rent owed up to the date of such damage or destruction  shall
be paid by Tenant and this Lease shall  terminate upon notice thereof to Tenant.
Landlord  shall  give  Tenant  written  notice of its  decisions,  estimates  or
elections  under this ARTICLE XVIII within sixty (60) days after any such damage
or  destruction.  If the  estimated  repair  period is greater  than one hundred
twenty  (120) days then Tenant  shall also have the right to elect to  terminate
this Lease.

     18.2 Should  Landlord  elect to effect any repairs  under  ARTICLE XVIII or
ARTICLE XIX,  Landlord  shall only be obligated to restore or rebuild the Leased
Premises  to a building  standard  condition,  and then only to the extent  that
insurance  proceeds or  condemnation  awards or agreed  condemnation  settlement
proceeds are available to Landlord therefor.


                                   ARTICLE XIX
                                  CONDEMNATION

     19.1 If the  Leased  Premises,  building,  or any part  thereof  other than
parking, shall be taken or condemned for any public purpose (or conveyed in lieu
or in  settlement  thereof) to such an extent as to render the  remainder of the
building or Leased Premises, in the opinion of Landlord, not reasonably suitable
for occupancy,  this Lease shall, at the option of either party, forthwith cease
and terminate,  and all proceeds from any taking or condemnation of the building
and the Leased  Premises shall belong to and be paid to Landlord.  If a material
portion of  off-street  parking  is taken,  Tenant  may  terminate  the Lease if
Landlord does not provide  substitute parking to Tenant. If this Lease is not so
terminated,  Landlord shall repair any damage resulting from such taking, to the
extent and in the manner provided in ARTICLE XVIII and rental hereunder shall be
abated to the extent the  Leased  Premises  are  rendered  untenable  during the
period of repair,  and thereafter be adjusted on an equitable basis  considering
the areas of the Leased Premises taken and remaining.


                                   ARTICLE XX
                                      SIGNS

     20.1 No signs,  symbols  or  identifying  marks  shall be  placed  upon the
building or in the halls,  elevators,  staircases,  entrances,  parking areas or
upon the doors of walls without  prior  written  approval of Landlord or without
obtaining all applicable  governmental  agencies' permits.  Landlord's  approval
shall not be unreasonably withheld,  conditioned or delayed.  Landlord agrees to
provide and  install,  at Tenant's  cost all letters or numerals on doors in the
Leased Premises. All such letters and numerals shall be in the building standard
graphics,  and no others  shall be used or  permitted  on the  Leased  Premises.
Tenant shall maintain Tenant identification sign on parking lot entrance wall.

                                       12
<PAGE>


                                   ARTICLE XXI
                          DEFAULT BY LANDLORD OR TENANT

     21.1 Each of the  following  shall be deemed  default  by the  Tenant and a
breach of this Lease:

          (a) The filing of a petition by or against the Tenant for adjudication
as  bankrupt  under  the  Bankruptcy  Code,  as  now  or  hereafter  amended  or
supplemented,  or for  reorganization  within the  meaning of Chapter XI of said
Bankruptcy  Code,  or for  arrangement  within the meaning of Chapter XI of said
Bankruptcy  Code,  or the filing of any  petition by or against the Tenant under
any further  bankruptcy act for the same or similar  relief.  The dissolution or
the  commencement of any action or proceeding for the dissolution or liquidation
of the Tenant whether instituted by or against the Tenant or for the appointment
of a receiver or trustee of the property of the Tenant.

          (b) The taking of possession of the premises or property of the Tenant
upon the premises by any  governmental  officer or agency  pursuant to statutory
authority for the dissolution, rehabilitation,  reorganization or liquidation of
the Tenant.

          (c) The  making by the  Tenant of any  assignment  for the  benefit of
creditors under Federal bankruptcy law.

          (d) A failure to pay the rent herein  reserved,  or additional rent or
any part  thereof,  as and when due,  which failure is not cured within five (5)
business days after receipt of a written notice thereof from Landlord..

          (e) Failure in the  performance  of any other covenant or condition of
this Lease on the part of the Tenant to be  performed,  for a period of ten (10)
business  days after  receipt  of  written  notice  from  Landlord.  If any such
default,  by its nature, is not reasonably  susceptible to cure with such 10-day
period,  then Tenant shall have such additional time to complete such cure as is
reasonably  necessary  under  the  circumstances  in  question  provided  Tenant
promptly commences and diligently prosecutes such cure to completion.

               (i) For the  purposes of  subdivision  "e" of this ARTICLE XXI no
failure  on the part of the Tenant in the  performance  of work  required  to be
performed  or acts to be done or  conditions  to be modified  shall be deemed to
exist if steps shall have, in good faith, been commenced  promptly by the Tenant
to rectify the same and shall be  prosecuted to  completion  with  diligence and
continuity.  If the matter in question shall involve building construction,  and
if the  Tenant  shall be  subject  to  unavoidable  delay,  either  by reason of
governmental  regulations restricting the availability of labor or materials, or
by  strikes  or other  labor  troubles,  or by reason of  conditions  beyond the
control of the Tenant, the Tenant's time to perform under said subdivision e) of
this ARTICLE XXI shall be extended for a period commensurate with such delay.

               (ii) In the event of any such  default of the Tenant the Landlord
may serve a written notice upon the Tenant that the Landlord elects to terminate
this Lease upon a  specified  date not less than ten (10) days after the date of
the  serving of such  notice,  and if the  default  remains  uncured or the time


                                       13
<PAGE>

period is not extended as herein  provided,  this Lease shall then expire on the
date so specified as if that date had been  originally  fixed as the  expiration
date of the term herein granted.

               (iii) In the event this Lease shall be terminated as hereinbefore
provided,  or by summary  proceedings or otherwise,  or in the event the demised
premises or any part thereof shall be abandoned by the Tenant, the Landlord,  or
its  agents,  servants  or  representatives,  may  immediately  or at  any  time
thereafter, re-enter and resume possession of said premises or such part hereof,
and remove all  persons and  property  therefrom,  either by summary  dispossess
proceedings or by a suitable  action or proceeding at law,  without being liable
for any damages  therefore.  Moving out of the  premises or leaving the premises
vacant shall not be deemed an abandonment  of the premises,  provided the Tenant
continues to pay the rent as and when due. No re-entry by the Landlord  shall be
deemed an acceptance of surrender of this Lease.

               (iv)  In  the  event   this  Lease  be   terminated   by  summary
proceedings, or otherwise as provided herein, or if the premises shall have been
abandoned  and whether or not the premises be relet,  the entire  amount of rent
which would be paid to the  expiration  date of this Lease shall  become due and
payable. In the event the premises are relet by the Landlord, the Landlord shall
be entitled to recover from Tenant, and the Tenant shall pay to the Landlord, in
addition to any other  damages  becoming due  hereunder,  an amount equal to the
amount of all rents and additional rent reserved under this Lease,  less the net
rent if any, collected by the Landlord on reletting the demised premises,  which
shall be due and payable by the Tenant to the  Landlord  on the several  days on
which the rent and additional  rent reserved in this Lease would have become due
and payable;  that is to say, upon each of such days the Tenant shall pay to the
Landlord the amount of  deficiency  then  existing.  Such net rent  collected on
relenting  by the Landlord  shall be computed by deducting  from the gross rents
collected,  all reasonable  expenses incurred by the Landlord in connection with
the reletting of the premises or any part thereof, including brokers' commission
and the cost of repairing,  renovating or remodeling said premises; however, the
expenses to be deducted in computing the net rent  collected on reletting  shall
not include the cost of performing any covenant  contained herein required to be
performed by Tenant.

               (v) Any effort by the  Landlord  to relet  premises  or  mitigate
damages it may have against  Tenant shall not preclude the right of the Landlord
to obtain by  judicial  process a Judgment  for the entire  amount of rent which
would be paid to the expiration  date of this Lease, if said Lease is terminated
by summary proceedings or otherwise as provided herein.

     21.2 Landlord's  liability for a default by Landlord under this Lease shall
in all events,  be limited to its interest in the Leased  Premises if the Leased
Premises is unencumbered by a mortgage or, if the Leased Premises is encumbered,
limited to an amount  equal to the value of a fee simple  interest in the Leased
Premises.

     21.3 Landlord shall have and enjoy a landlord's  statutory lien upon all of
the goods,  wares,  furniture,  fixtures,  office equipment,  supplies and other
property  of Tenant  now or  hereafter  placed  in,  upon or about  the  Demised
Premises,  and all proceeds  thereof,  as security for all of the obligations of
Tenant under this Lease, provided that Tenant shall have the right to make sales
of its goods,  wares and  merchandise to its customers in the normal and regular


                                       14
<PAGE>

course of its business  conducted in the Demised  Premises free and clear of the
aforesaid  lien and  security  interest.  Tenant  shall  not  remove  any of its
personal  property from the Demised  Premises until all of Tenant's  obligations
under this Lease have been satisfied in full.  Without  intending to exclude any
other manner of giving Tenant any required notice, any requirement of reasonable
notice to Tenant of Landlord's  intention to dispose of any collateral  pursuant
to the  enforcement  of such  security'  interest shall be met if such notice is
given in the manner prescribed in Paragraph 30.1 of this Lease at least five (5)
days  before the time of any such  disposition.  Any sale made  pursuant  to the
enforcement of such security interest shall be deemed to have been a public sale
conducted in a commercially  reasonable  manner if held in the Demised  Premises
after the time, place and method of sale and a general  description of the types
of property to be sold have been  advertised in a daily  newspaper  published in
Broward County,  Florida, for five (5) consecutive days before the date of sale.
Landlord  shall have all of the rights and remedies of a secured party under the
Florida Uniform Commercial Code, and upon request by Landlord,  Tenant agrees to
execute  and deliver to Landlord a financing  statement  in form  sufficient  to
perfect the  security  interest of Landlord in the  aforementioned  property and
proceeds thereof.


                                  ARTICLE XXII
                                  SUBORDINATION

     This Lease,  its terms,  conditions and all leasehold  interests and rights
hereunder are expressly  made,  given and granted subject and subordinate to the
lien of any bona fide first  mortgage  which the  Landlord  may secure  from any
bank, life insurance  company,  savings and loan association or other recognized
lending institution;  and Tenant agrees to execute any instrument or instruments
required by the  mortgagee  to  subordinate  the terms of this Lease to any such
first  mortgage  that may be placed upon the  premises by the  Landlord.  In the
event of  foreclosure  when this Lease is not  terminated,  the Tenant agrees to
attorn rent due  hereunder to the  mortgagee or its  successor in interest or to
the successful purchaser at foreclosure sale (new substitute landlord).


                                  ARTICLE XXIII
                               ACCESS BY LANDLORD

        Tenant shall permit Landlord or its agents or  representatives  to enter
into and upon any part of the Leased  Premises at all reasonable  business hours
to inspect same; to clean the Leased  Premises after normal  business  hours; to
make repairs,  alterations or additions thereto,  as Landlord may deem necessary
or desirable;  to show the Leased Premises to prospective purchasers or tenants;
or for any other purpose deemed  reasonable by Landlord.  Landlord agrees to use
its best reasonable  efforts to minimize any interference with or disturbance of
Tenant's  use and/or quiet  enjoyment of the Leased  Premises at all times while
Landlord, its agents, employees, contractors or invitees are performing any such
work and/or are within the Leased Premises.




                                       15
<PAGE>

                                  ARTICLE XXIV
                             LAWFUL USE OF PREMISES

     Tenant  further  covenants  and  agrees  that  said  demised  land  and all
buildings and  improvements  thereon during the term of this Lease shall be used
only and  exclusively  for  lawful  purposes;  and  that  said  Tenant  will not
knowingly  use or suffer anyone to use said premises or building for any purpose
in violation of the laws of the United States, the State of Florida,  the County
of Broward, or any other governmental unit wherein the premises may be located.


                                   ARTICLE XXV
                                 QUIET ENJOYMENT

     Landlord  covenants  that so long as Tenant pays the rent  reserved in this
Lease and  performs  its  agreements  hereunder,  Tenant shall have the right to
quietly enjoy and use the Leased  Premises for the term hereof,  subject only to
the provisions of this Lease.


                                  ARTICLE XXVI
                TENANT FORBIDDEN TO ENCUMBER LANDLORD'S INTEREST

     It is  expressly  agreed and  understood  between the  parties  hereto that
nothing in this Lease contained shall ever be construed as empowering the Tenant
to  encumber  or cause to be  encumbered  the title  interest of Landlord in the
demised premises in any manner whatsoever.  In the event that regardless of this
prohibition  any  person  furnishing  or  claiming  to have  furnished  labor or
materials at the request of the Tenant, or of any person claiming by, through or
under the Tenant shall file a lien against Landlord's interest therein,  Tenant,
within thirty (30) days after being notified thereof shall cause said lien to be
satisfied of record or the premises released  therefrom by the posting of a bond
or other  security as prescribed by law, or shall cause same to be discharged as
a lien  against  Landlord's  interest in the  demised  premises by an order of a
court having jurisdiction to discharge such lien.


                                  ARTICLE XXVII
                                 APPLICABLE LAW

     This Lease is entered into in the State of Florida and shall be governed by
the  applicable  law of said  State,  the forum to resolve any dispute to be the
Broward County Circuit Court.


                                 ARTICLE XXVIII
                                SECURITY DEPOSIT

     28.1 Tenant shall pay to Landlord the amount of Twenty-two  Thousand  Eight
Hundred  Forty-seven and 90/100  ($22,847.90)  Dollars to secure  performance of
Tenant's obligations hereunder.


                                       16
<PAGE>

                                  ARTICLE XXIX
                         RECOVERY OF LITIGATION EXPENSE

     In the event that  litigation  is instituted  between  Landlord and Tenant,
each shall, as the case may be,  indemnify and pay to the prevailing  party, all
costs and expenses  including,  but not limited to,  reasonable  attorneys' fees
actually  incurred  in  enforcing  the terms  and  provisions  of this  Lease or
incurred in any Court action including  attorneys' fees which may be incurred on
appeal.


                                   ARTICLE XXX
                              NOTICES AND ESTOPPELS

     30.1 All  notices  required  by the law and  this  Lease to be given by one
party to the other shall be in writing and the same shall be served by Certified
Mail Return Receipt  Requested,  in postage prepaid  envelopes  addressed to the
following  addresses or such other addresses as may be by one party to the other
designated in writing:

AS TO LANDLORD:
                  CONECA PROPERTIES, L.C.
                  210 N. UNIVERSITY DRIVE, SUITE 212
                  CORAL SPRINGS, FL 33071-7339

AS TO TENANT:
                  Carecentric, Inc.
                  2625 Cumberland Parkway, Suite 310
                  Atlanta, GA 30339
                  Attn:  Mr. Dennis Brauckman

WITH A COPY TO:
                  Arnall Golden Gregory LLP
                  2800 One Atlantic Center
                  1201 W. Peachtree Street
                  Atlanta, GA 30309-3450
                  Attn:  Sherman A. Cohen, Esq.

     30.2 Tenant shall execute such estoppel certificates to confirm the term of
Tenant's Lease; renewal options; rent paid; occupancy acceptance subject only to
minor punch-list  items;  obligations to pay rent etc., as may from time to time
be reasonably  requested by Landlord.  LANDLORD'S Estoppel Certificate shall not
estop LANDLORD from thereafter  asserting its rights and remedies  regarding any
default existing on or before the date on which Landlord  executes such Estoppel
Certificate  of which  LANDLORD  did not have  actual  knowledge  on the date of
execution thereof.


                                  ARTICLE XXXI
                ENTIRE AGREEMENT, BINDING EFFECT AND SEVERABILITY

     31.1 This Lease and any written  addenda and all exhibits hereto (which are
expressly  incorporated  herein by this reference)  shall  constitute the entire
agreement   between   Landlord  and  Tenant;   no  prior  written  or  prior  or


                                       17
<PAGE>

contemporaneous  oral promises or representations  shall be binding.  This Lease
shall not be amended, changed or extended except by written instrument signed by
both  parties  hereto.  The  provisions  of this Lease shall be binding upon and
inure to the benefit of the heirs,  executors,  administrators,  successors  and
assigns  of  the  parties,  but  this  provision  shall  in  no  way  alter  the
restrictions on assignment and subletting applicable to Tenant hereunder. If any
provision of this Lease or the application thereof to any person or circumstance
shall at any time or to any  extent be held  invalid or  unenforceable,  and the
basis of the bargain  between the parties  hereto is not  destroyed  or rendered
ineffective  thereby,  the  remainder of this Lease or the  application  of such
provision  to persons or  circumstances  other than those as to which it is held
invalid or unenforceable shall not be affected thereby.

     31.2 Effect of Delivery of this  Lease.  Landlord  has  delivered a copy of
this Lease to Tenant for Tenant's  review only and the delivery  hereof does not
constitute  an offer to Tenant or an option to lease.  This  Lease  shall not be
effective  until a copy executed by both Landlord and Tenant is delivered to and
accepted by Landlord.


                                  ARTICLE XXXII
                        REAL ESTATE BROKERAGE COMMISSION

     32.1 Brokerage Commissions. Tenant represents to Landlord that no broker or
agent,  other than Spectrum  Commercial Group (Landlord's  Agent) and Ackerman &
Company  (Tenant's  Agent) was  instrumental  in  procuring  or  negotiating  or
consummating  this Lease,  and Tenant  agrees to defend and  indemnify  Landlord
against  any loss,  expense or  liability  incurred by Landlord as a result of a
claim by any  other  broker  or finder  in  connection  with  this  Lease or its
negotiation.

     32.2 Real  Estate  Commission  will be paid to  Tenant's  agent as follows:
Three  years  commission  at 3% based on  $12.50  per  square  foot  base  rent,
$7,872.94,  to be paid on the commencement date.  Additionally,  on the thirteen
(13th) month, $1,426.41; on the twenty-fifth (25th) month, $1,299.81; and on the
Thirty-seventh (37th) month, $1,429.20; the payments being the difference of the
base rental rate and the CAM will be paid to Tenant's  Agent,  provided  however
that if Tenant is in Default of any of the monetary  Terms and Conditions of the
Lease Agreement,  these additional commissions will not be paid unless and until
such Default is cured.  Landlord's Agent compensation to be governed by separate
agreement.


                                  ARTICLE XXXIV
                                     PARKING

     The Tenant and its employees  shall park their cars in areas  designated by
Landlord on the property  from time to time.  Failure to do so shall be an event
of default by Tenant under Section 21.1 (e) hereof.  Tenant  further agrees that
upon notice  from  Landlord  it will,  within  five (5) days,  furnish the state
automobile license numbers assigned to cars of all employees.  Landlord reserves
the right to assign parking  spaces to the exclusive use of designated  tenants;
provided  that at all  times  throughout  the term  hereof  there is  reasonably
sufficient non-reserved parking for the use of Tenant, its agents, employees and
visitors.

                                       18
<PAGE>

                                  ARTICLE XXXV
                              RADON GAS DISCLOSURE.

     Radon  is  a  naturally  occurring   radioactive  gas  that,  when  it  has
accumulated  in a building in sufficient  quantities may present health risks to
persons who are exposed to it over time. Levels of Radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding Radon and Radon testing may be obtained from your county public health
unit.


                                  ARTICLE XXXVI
                       COMPLIANCE WITH ENVIRONMENTAL LAWS

     To the extent that Tenant is responsible, Tenant represents and warrants to
Landlord  that  Tenant  shall not use the Demised  Premises in any manner  which
would violate any applicable  environmental  protection statutes, laws, rules or
regulations.  Without limiting the foregoing,  Tenant represents and warrants to
Landlord that no hazard substance, hazard waste, pollutant, contaminant, nuclear
or byproduct  material,  or toxic waste material of any kind  whatsoever will be
released or disposed of on the Demised  Premises or anywhere in the  Building in
violation  of  applicable  environmental  protection  statutes,  laws,  rules or
regulations. Tenant agrees to and shall indemnify, defend (by counsel reasonable
acceptable to Landlord) and hold the Landlord  harmless of, from and against (i)
any and all liability, claims, obligations,  losses, damages, awards, judgments,
or  amounts  paid in  settlement  or  comprised  thereon,  and costs  associated
therewith,  including  reasonable  attorneys'  fees,  incurred  by  Landlord  or
assessed  against  the  Building  by  virtue  of  any  investigation,   inquiry,
litigation,   suit,   action,   or   claim   of  or  by  any   governmental   or
quasi-governmental  unit, body or agency, or any third party for clean-up costs,
damages, or any other costs, and (ii) any and all fines, penalties, assessments,
forfeitures,  payments,  impositions  or amounts paid in settlement or comprised
thereon,   together  with  costs  associated   therewith  including   reasonable
attorneys'  fees,  imposed  or  obtained  by or  awarded  to  the  Environmental
Protection Agency, or any other governmental or quasi-governmental unit, body or
agency for violation of, or  noncompliance  with, any  environmental  protection
law,  rule,  regulation or order,  and (iii) any and all costs  required to take
necessary  precaution  to protect  against  the  release  of, or to clean up any
hazardous substance,  hazardous waste,  pollutant,  contaminant,  or toxic waste
materials in, on, under or affecting  the Demised  Premises or the Building that
was caused by the  Tenant.  A violation  of this  Paragraph  by Tenant  shall be
deemed to be a material non-curable default by Tenant under this Lease.


                                       19
<PAGE>


     IN WITNESS WHEREOF,  the parties have executed this Lease as of the day and
year first above written.

TENANT:
------
CARECENTRIC, INC.


By: /s/ Dennis Brauckman
    -------------------------------------------------
Print Name: Dennis Brauckman
            -----------------------------------------
Title: Vice President
       ----------------------------------------------


WITNESS:

/s/ Denise R. Gowdy
-----------------------------------------------------
Print Name: Denise R. Gowdy
           ------------------------------------------


LANDLORD:
--------
CONECA PROPERTIES, L.C.
By:  CONECA PROPERTIES, LTD., as sole member
By:  CONECA, INC., as General Partner


/s/ David Dunleavy
-----------------------------------------------------
Print Name: David Dunleavy
            -----------------------------------------
Title: President
       ----------------------------------------------


WITNESS:

/s/
-----------------------------------------------------
Print Name:
           ------------------------------------------




                                       20
<PAGE>

                                   EXHIBIT "A"
                                LEGAL DESCRIPTION

PORTIONS OF LOTS 3 AND 4, "GATEWAY  INDUSTRIAL CENTER NO. 23",  ACCORDING TO THE
PLAT THEREOF AS RECORDED IN PLAT BOOK 112, AT PAGE 10, OF THE PUBLIC  RECORDS OF
BROWARD COUNTY, FLORIDA, MORE FULLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 4; THENCE NORTH 00(degree)  13'51"
WEST, ALONG THE WEST LINE OF SAID LOT 4, A DISTANCE OF 191.18 FEET; THENCE NORTH
88(degree) 47 '46" EAST, A DISTANCE OF 285.07 FEET;  THENCE SOUTH 00(degree) 12'
10" EAST  ALONG THE EAST LINE OF SAID LOTS 4 AND 3, A DISTANCE  OF 225.09  FEET;
THENCE SOUTH  88(degree)  47' 46" WEST, A DISTANCE OF 172.00 FEET;  THENCE SOUTH
00(degree)  12' 10" EAST,  A DISTANCE OF 19.95  FEET;  THENCE  SOUTH  88(degree)
47-46" WEST, A DISTANCE OF 112.95 FEET;  THENCE NORTH  00(degree)13' 5 1 " WEST,
ALONG  THE WEST  LINE OF SAID LOT 3, A  DISTANCE  OF 53.85  FEET TO THE POINT OF
BEGINNING.

TOGETHER WITH:

A PORTION OF PARCEL "A",  "GATEWAY  INDUSTRIAL  CENTER NO. 30"  ACCORDING TO THE
PLAT THEREOF AS RECORDED IN PLAT BOOK 120, AT PAGE 28, OF THE PUBLIC  RECORDS OF
BROWARD COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST  CORNER OF SAID PARCEL "A"; THENCE NORTH  00(degree)
12' 10" WEST ALONG THE WEST LINE OF SAID PARCEL "A". A DISTANCE OF 40.01 FEET TO
A  POINT;  SAID  POINT  ALSO  BEING  THE  SOUTHEAST  CORNER  OF LOT 1.  "GATEWAY
INDUSTRIAL  CENTER  NO.  23" AS  RECORDED  IN PLAT BOOK 112,  AT PAGE 10, OF THE
PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA; THENCE SOUTH 88(degree) 47' 46" WEST,
A DISTANCE OF 284.64 FEET TO THE  SOUTHWEST  CORNER OF SAID LOT 1; THENCE  NORTH
00(degree)  13' S1"  WEST,  ALONG  THE  WEST  LINE  OF LOTS 1, 2,  AND 3 OF SAID
"GATEWAY  INDUSTRIAL  CENTER NO. 23", A DISTANCE OF 643.97 FEET TO THE SOUTHWEST
CORNER OF LOT 4 OF SAID  "GATEWAY  INDUSTRIAL  CENTER NO. 23";  THENCE  CONTINUE
NORTH  00(degree) 13' S1" WEST,  ALONG THE WEST LINE OF SAID LOT 4 A DISTANCE OF
191.18 FEET;  THENCE NORTH 88(degree) 47' 46" EAST, A DISTANCE OF 285.07 FEET TO
THE POINT OF  BEGINNING OF THIS  DESCRIPTION;  SAID POINT ALSO BEING ON THE WEST
LINE OF SAID PARCEL "A";  THENCE CONTINUE NORTH  88(degree) 47' 46" EAST,  ALONG
THE EASTERLY  EXTENSION OF THE LAST DESCRIBED  COURSE, A DISTANCE OF 10.00 FEET;
THENCE SOUTH  00(degree) 12' 10" EAST, ALONG A LINE PARALLEL WITH AND 10.00 FEET
EAST OF WHEN  MEASURED  AT RIGHT  ANGLES TO THE WEST LINE OF SAID  PARCEL "A", A
DISTANCE OF 225.09  FEET;  THENCE SOUTH  88(degree)  47' 46" WEST, A DISTANCE OF
10.00  FEET TO A  POINT  ON THE  WEST  LINE OF SAID  PARCEL  "A";  THENCE  NORTH
00(degree)  12' 10" WEST A DISTANCE  OF 225.09  FEET ALONG SAID WEST LINE TO THE
POINT OF BEGINNING.

SAID  LANDS  SITUATE,  LYING,  AND BEING IN THE CITY OF POMPANO  BEACH,  BROWARD
COUNTY, FLORIDA, CONTAINING 1.576 ACRES, MORE OR LESS.




                                       21
<PAGE>

                                   EXHIBIT "B"
                                   FLOOR PLAN

                        (LANDLORD TO PROVIDE AND ATTACH)




                                       22
<PAGE>

                                   EXHIBIT "C"
                             PREPARATION OF PREMISES
                               TENANT IMPROVEMENTS

All tenant improvements, paid for by Landlord, are to be performed in a good and
workmanlike manner and shall be coordinated between Landlord's Property Manager,
Florida  Trust  Realty,  and a local  representative  of Tenant as designated by
Tenant.  Tenant's  representative  shall be identified  to  Landlord's  Property
Manager and shall serve as final authority on behalf of Tenant for the following
work:

     1.   Install  Demising Wall to separate Suite 100 from the remaining  first
          floor premises, including fire-doors where needed.

     2.   Remove  wall  between   computer  room  and  adjacent  space.   Tenant
          responsible  for  protecting  all furniture and equipment  during wall
          removal.  Tenant responsible for all computer and equipment moving and
          rearrangement to fit in new room configuration.

     3.   Separate  HVAC unit serving  computer  room and  determine  that it is
          attached to electric hook-up of Tenant's electric meter.

     4.   Review  electrical  connections  to  determine  that all  circuits are
          connected  to the  appropriate  electric  meters  for all first  floor
          areas.

     5.   Paint All interior  walls of Suite 100 with Building  Standard  Paint,
          color to be  determined  by mutual  consent of TENANT  and  LANDLORD'S
          Property  Manager.  Tenant  responsible  for moving and protecting all
          furniture and equipment during painting.

     6.   Replace  all  carpeting  within  DEMISED  PREMISES  of Suite  100 with
          building Standard carpeting,  color to be determined by mutual consent
          of TENANT and LANDLORD'S  Property  Manager.  Tenant  responsible  for
          moving all furniture and equipment during carpet replacement.

The  following  work shall be paid for by Tenant if Tenant  desires to remain in
control of the Building security system:  Relocation of Building security system
to a space within Suite 100.

TENANT: CARECENTRIC, INC.

By: /s/ Dennis Brauckman
    -------------------------------------------------
Print Name: Dennis Brauckman
            -----------------------------------------
Title: V.P.
       ----------------------------------------------
Date:  12-27-01
      -----------------------------------------------



                                       23
<PAGE>

                                   EXHIBIT "D"
                              RULES AND REGULATIONS

1.   The sidewalks,  halls passages, exits, entrances,  elevators, and stairways
     shall  not be  obstructed  by any of the  tenants  or used by them  for any
     purpose other than for ingress and egress from their respective premises.

2.   No tenant  shall  alter any lock or  install  any new or  additional  locks
     without the prior written consent of LANDLORD,  and without giving LANDLORD
     keys therefor,  and no TENANT shall install any bolt on any door or windows
     of the DEMISED PREMISES which would deny access to fire fighters.

3.   The bathrooms, toilets, washbowls, and other fixtures shall not be used for
     any  purpose  other  than of which  they were  constructed,  and no foreign
     substance of any kind whatsoever shall be thrown therein.

4.   No furniture or equipment shall be brought into the building  without prior
     notice to LANDLORD.

5.   No  cutting  for  telephone,  telegraph,  or  computer  terminals  will  be
     permitted   without  the  prior  consent  of  LANDLORD.   The  location  of
     telephones,  call boxes and other office  equipment  affixed to the DEMISED
     PREMISES shall be subject to the reasonable approval of LANDLORD.

6.   Entrance into the BUILDING  during evenings or weekends shall be subject to
     such  security  measure as may be adopted  by  LANDLORD  from time to time.
     LANDLORD  shall in no event be liable for  damages  due to any entry by any
     unauthorized  person.  All  entrance  doors to the  BUILDING  shall be kept
     closed and locked during the evening and weekend hours.

7.   TENANT shall comply with  reasonable  requests of LANDLORD as regards trash
     removal and disposal,  and shall comply with all  controlling  governmental
     requirements as regards "red bags".

8.   No radio,  television,  phonograph or other  electrical or other  equipment
     shall be used in a manner  so as to be heard or seen  outside  the  DEMISED
     PREMISES.

9.   No load will be placed on any floor of the DEMISED  PREMISES  which exceeds
     the load that the floor area was designed to carry.

10.  All  mechanical  equipment  and  machinery  will be kept  free of noise and
     vibrations  that may be  transmitted  to any part of the walls or  building
     outside of the DEMISED PREMISES.

11.  TENANT shall  cooperate  with any pest  extermination  service  employed by
     LANDLORD.

                                       24
<PAGE>

12.  TENANT  shall not lay  linoleum or other floor  covering so that Such floor
     covering  shall  come in  direct  contact  with the  floor  of the  DEMISED
     PREMISES,  and an  interliner  of  builders  deadening  felt shall first be
     affixed to the floor by paste or other material  soluble in water,  so that
     such  floor  covering  may be  easily  removed.  The use of cement or other
     similar material is prohibited.

13.  TENANT  shall not install any blinds,  draperies,  shades,  or other window
     treatment  on the  windows  of the  DEMISED  PREMISES,  other  than  window
     treatments supplied by LANDLORD, without LANDLORD'S prior written consent.

14.  Tenant  shall not  allow any  employee  to smoke in the  demised  premises,
     common  areas,  rest rooms or  stairwells.  In the event the tenant,  their
     employees  or  invitees,  sets off the Fire  Alarm  System  as a result  of
     actions; the Tenant will pay any and all costs assessed.  This BUILDING, in
     accordance and to comply with  applicable  "Indoor Clean Air Act(s)" of the
     Local,  County,  State  and/or  Federal  governments,  is "Smoke Fire" (the
     smoking of any tobacco  products  including but not limited to  cigarettes,
     cigars,  pipes, etc.) within Tenants' Demised Premises and all Common Areas
     including, but not limited to Corridors,  Bathrooms,  Elevators,  Emergency
     Exits and Stairways, is Prohibited.

15.  Tenant shall direct "smoking"  employees,  servants and/or  invitees,  etc.
     (those persons  utilizing or smoking of any tobacco products  including but
     not limited to cigarettes,  cigars, pipes, etc.) to utilize an outdoor area
     designated  by  Landlord  or  Landlord's  property  manager as an  "Outdoor
     Smoking Area", which Area may be moved from time to time as improvements to
     the Building  are  completed  and/or as needed and for the health,  safety,
     convenience and/or consideration of all persons of the Building.

Tenant  hereby  acknowledges  receiving  a  copy  of  the  foregoing  Rules  and
Regulations.

TENANT:   CARECENTRIC, INC.


By:  /s/ Dennis Brauckman
    -------------------------------------------------

Print Name:  Dennis Brauckman
            -----------------------------------------

Title:  V.P.
       ----------------------------------------------

Dated:  12-27-01
       ----------------------------------------------



                                       25
<PAGE>


                    NOTICE TO OWNERS, PROSPECTIVE TENANTS AND
                      BUYERS OF REAL PROPERTY REGARDING THE
                        "AMERICANS WITH DISABILITIES ACT"

Please be advised that an owner or tenant of real property may be subject to the
Americans  with  Disabilities  Act (the ADA),  a Federal law  codified at 42 USC
Section 12101 et seq.  Among other  requirements  of the ADA that could apply to
your  property,  Title III of the ADA  requires  owners  and  tenants of "public
accommodations"  to remove  barriers  to allow  access by  disabled  persons and
provide  auxiliary  aids and  services for  hearing,  vision or speech  impaired
persons by January  26,  1992.  The  regulations  under Title III of the ADA are
codified at 28 CFR Part 36.

We recommend that you and your attorney review the ADA and the regulations,  and
if appropriate,  your proposed lease or purchase agreement, to determine if this
law could  apply to you,  and the  nature of the  requirements.  These are legal
issues. You are responsible for conduction of your own independent investigation
of these issues.

Please acknowledge your receipt of this notice by signing and dating it below.

TENANT: CARECENTRIC, INC.

By:  /s/ Dennis Brauckman
    -------------------------------------------------

Print Name: Dennis Brauckman
           ------------------------------------------

Title:  V.P.
       ----------------------------------------------

Date:   12-27-01
     ------------------------------------------------





                                       26
1415100v4