OFFICE LEASE
                                       FOR
                      INTERCONTINENTAL PROFESSIONAL CENTER

         THIS LEASE is dated as of May 10, 1999 by and between FINANCE TEAM OF
AMERICA and or assigns, a Florida corporation, having an office at Weston,
Broward County, Florida ("Landlord"), and REGENESIS HOLDINGS, INC. having an
office at Weston, Florida ("Tenant").

                              I. DEMISE OF PREMISES

         Landlord hereby leases to Tenant and Tenant leases from Landlord the
Premises located in the Building, together with nonexclusive right to use, in
common with Landlord and others, the following portions of the Building and
Land: the entrance foyer and lobby, the corridors and lavatories on which the
Premises are situated and the exterior sidewalks and driveways.

                            II. SUMMARY OF THE TERMS

         As used in this Lease, the following terms shall have the following
meanings:

         A. Premises: That part of the Building outlined on the attached Plan
showing the Premises, called Building D, Suite 103, Section 1.

         B. Building: The Building Intercontinental Professional Center, on the
Land, shall have an address of 1555 North Park Drive, Suite 103, Weston, Florida
33326, as shown on the attached plan.

         C.       Land: The real property shown on the Land and Building Plan.

         D. Office Park: If indicated on the Land and Building Plan, the office
park, including land and buildings, of which the Land and Building are a part.

         E. Building Manager: Eric Castro at _________________________________
or such other Person as Landlord may designate.

         F. Commencement Date: The later of May 10, 1999 (the expected
Commencement Date), or that date on which the Premises are substantially
completed pursuant to Section 1 of the Lease.

         G. Termination Date: August 10, 1999 - Thereafter, provided Tenant is
not in default under the terms, covenants and conditions of this lease and
Landlord agrees, Tenant shall have the option to renew this Lease for three
additional Months upon the same terms and conditions contained herein. Tenant
shall provide Landlord with written notice to exercise this renewal option at
least 15 day(s) prior to any Termination Date.

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         H. Lease Month: A 30 day period, the first of which shall commence on
the Commencement Date if it is the first day of a week, otherwise, on the first
day of the week next following the Commencement Date, and each subsequent Lease
month shall begin on successive anniversaries of the commencement of the first
Lease Year.

         I. Term: A period commencing on the Commencement Date and expiring at
midnight on the Termination Date, unless sooner terminated as provided in this
Lease.

         J. Base Rent and Expenses & Monthly Installments of Base Rent and
Expenses:
<TABLE>
<CAPTION>

                                      Base Rent and                     Monthly Installments
                  Lease Year        Expenses Per Annum*               of Base Rent & Expenses*
                                            (*expenses subject to annual adjustment)
<S>               <C>  <C>            <C>                                   <C>
                  1999-2000           $12,000.00                            $4,000.00
</TABLE>

         It being understood that the Base Rent commences at $20.00 per sq.

         K. Usable Square Feet: 2,000.00 Rentable Square Feet (1.15 FACTOR):
2,000

         L. Tenant's Proportionate Share of the Building and Common Areas:

         M. Intentionally Omitted.

         N. Base Stop: $4.00 per square foot of rentable Building Area.

         O. Security Deposit: $4,000. First month's rent due at time of
occupancy.

         P. Landlord's mailing Address: 1555 N. Park Drive, Suite 101, Weston,
Florida 33326.

         Q. Tenant's Mailing Address:
            Prior to Commencement Date: __________________
            As of Commencement Date: The Premises.

         R. Normal Business Hours: The hours from 8:00 a.m. to 6:00 p.m. Monday
through Friday and 8:00 a.m. to 1:00 p.m. on Saturday, except recognized
holidays. Tenant shall have access to the demised premises 24 hours per day.

         S. State: The State of Florida

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         T. Parking Spaces: Tenant shall be entitled to the nonexclusive use in
common with Landlord and others of four parking spaces per 1000 useable square
feet in the outdoor parking area which is shown on the Land and Building Plan.
Landlord reserves the right to modify the parking area layout or control, assign
parking spaces, and/or to do other things in the parking area that Landlord, in
its discretion, deems in the best interest of the building. Landlord should not
be liable for any damage to, or any theft of any vehicle or its contents in the
parking area.

         U. Broker: NONE

         V. Permitted Use: In addition to general office purposes: None. The
Premises shall be used for general offices and shall not be used for any retail,
manufacturing, warehouse or any other use.

         W. Radon Gas: Radon gas 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 of Florida.
Additional information regarding radon and radon testing may be obtained.

                                III. ATTACHMENTS

         The attachments listed below are incorporated in this Lease and are to
be constructed a part hereof:

1.       General Terms, Covenants and Conditions
2.       Plan showing the premises
3.       Rules and Regulations
4.       Expense Escalation
5.       Lease Guarantee
6.       Exhibit A

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<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease or
have caused this Lease to be executed.

LANDLORD:                                          TENANT:
Finance Team Of America                            Regenesis Holding, Inc.


By: /s/ Robert Castro                              By:  /s/ Russell Adler
   ----------------------------                       --------------------------

                                                   Russell Adler
                                                   -----------------------------
                                                   (Print Name)

By:  Robert Castro, President                      Its: Chairman
   ----------------------------                        -------------------------
                                                        (Title)

Witnessed:                                         Witnessed:


---------------------------------                  -----------------------------


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                              RULES AND REGULATIONS

1. The sidewalks, entrances, passages, courts or stairways of the Building shall
not be obstructed or used for any purpose other than ingress and egress to and
from the Tenant's premises.

2. Nothing shall be attached to the outside walls or windows of the Building. No
curtains, blinds, shades, or screens shall be used in connection with any
exterior window or door of the Tenant's premises, except as prior approved by
Landlord as an acceptable Building standard.

3. No sign, advertisement, object, notice or other lettering shall be exhibited,
inscribed, painted or affixed on any part of the outside, or inside if visible
from the outside, of the Tenant's premises or the Building without the prior
consent of the Landlord.

4. The restrooms and other plumbing fixtures shall not be used for any purposes
other than those for which they were constructed. No Tenant shall bring or keep
any inflammable, combustible, explosive or hazardous fluid, material, chemical
or substance in or about the Tenant's premises without Landlord's prior consent.

5. No Tenant shall mark, paint, nail, tape or drill into any part of the
Building except the premises, and then only with the prior consent of Landlord.
No Tenant shall install any resilient tile or similar floor covering in the
Tenant's premises except in a manner approved by Landlord.

6. No bicycles, vehicles or animals of any kind shall be brought into the
Tenant's premises (except as may be required by handicapped persons). No cooking
shall be done or permitted in the Building by any tenant without the approval of
Landlord, except as is customary for general office purposes (such as the use of
microwave ovens and coffee machines). No Tenant shall cause any unusual or
objectionable odors to emanate from the tenant's premises.

7. No Tenant shall create, or permit to be created, any nuisance, or interfere
with other tenants or occupants of the Building or neighboring buildings or
Premises.

8. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows, nor shall any changes be made in locks or the mechanism
thereof. Each Tenant shall upon termination of its tenancy deliver to Landlord
all keys of stores, offices and restrooms obtained by such Tenant.

9. Landlord shall have the right to prohibit any advertising by any tenant
which, in Landlord's reasonable opinion impairs the reputation of the Building.

10. If the Tenant's premises become infested with vermin, such Tenant, at its
sole cost and expense, shall cause its premises to be exterminated, from time to
time, to the

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satisfaction of Landlord and shall employ such exterminators therefor as shall
be approved by Landlord.

11. No premises shall be used, or permitted to be used for lodging or sleeping,
or for any illegal purpose.

12. The requirements of Tenants will be attended to only upon application at the
office of the Building Manager, Building employees shall not be required to
perform any work outside of their regular duties, unless under specific
instructions from the office of Building Manager.

13. Canvassing, soliciting and peddling in the Building are prohibited and each
Tenant shall cooperate in seeking their prevention.

14. In the delivery or receipt of merchandise, freight or other matter, only
hand trucks or other means of conveyance equipped with rubber tires, rubber side
guards and such other safeguards as Landlord may require shall be used.

15. With respect to work being performed by a Tenant in its premises with the
approval of Landlord, the Tenant shall refer all contractors, contractor's
representatives and installation technicians to the Building Manager for its
supervision, approval and control prior to the performance of any work or
services. This provision shall apply to all work performed in the Building
including installation of telephones, electrical devices and attachments.

16. Each Tenant and all of Tenant's Representatives shall observe and comply
with the driving and parking signs and markers on the Land and the Office Park
and Landlord shall not be responsible for any damage to any vehicle towed
because of noncompliance with parking regulations.

17. No radio or television antenna, loudspeaker, music system or other device
shall be installed on the roof or exterior walls of the Building or on common
walls with adjacent tenants.

18. No material shall be placed in the trash boxes or receptacles in the
Building unless such material may be disposed of in the ordinary and customary
manner of removing and disposing of trash and garbage and will not result in a
violation of any Laws governing such disposal. All garbage and refuse disposal
shall be made only through entry-ways provided for such purposes and at such
times as Landlord shall delegate.

19. Intentionally Omitted.

20. Tenant shall pay to Landlord the costs incurred by Landlord for extra or
unusual cleaning required because of the condition or nature of the Premises.


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21. No vending machines of any kind shall be installed in the Tenant's premises,
except by Landlord upon the Tenant's request. Only Landlord may install vending
machines in the Building and Landlord shall receive all of the revenue derived
therefrom.









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