HQ BUSINESS CENTERS

                         MASTER OFFICE SERVICE AGREEMENT


         This Master Office Service Agreement ("Master Agreement") is dated May
12, 1999 and is entered into in 666 5th (Enter - City & State) by and between
OMNIOFFICES, INC. (hereinafter "HQ") and REGENISIS HOLDINGS, INC. (hereinafter
"Client").

         1. OFFICE. Client shall execute an Office Service Agreement ("Office
Service Agreement") for each HQ Business center location where Client licences
an Office and is provided services by HQ. Furthermore, each Office Agreement
shall be attached as a schedule to this Master Agreement. Furthermore, all of
the terms and conditions of each Office Agreement shall be incorporated into and
become part of this Master Agreement.

         Client shall, as part of the Base Services,. be granted a license to
use the Office and shall have access to the Office twenty-four (24) hours a day,
seven (7) days a week. HQ agrees to provide office clearing, maintenance
services, electric heating and air conditioning to the Office for normal office
use in such reasonable quantities and during such reasonable hours as shall be
determined by HQ or the Building. In addition, Client will have reasonable use
of HQ common area facilities during normal business hours. Client shall use the
Office and common areas of the HQ Business Center solely for general office use
in the conduct of the Client's business. HQ agrees, at its own cost and expense,
to furnish and to install furniture, fixtures and equipment that are in HQ's
sole opinion necessary to provide suitable office facilities for the Client upon
such terms and conditions routinely applicable to the facility; provided that
such furniture, fixtures and equipment shall remain HQ's property.

         If, for any reason whatsoever, HQ is unable to provide use of the
Office or a mutually agreed upon alternative Office at the time herein agreed,
client may either extend the Commencement Date until the Office becomes
available or, as its sole remedy for such failure, cancel and terminate this
Agreement if the use of the Office is not available to Client within five (5)
business days after written notice to HQ by Client, in which case any prior
payments shall be fully refunded. No such failure to provide use of the Office
shall subject HQ to any liability for loss or damage, nor affect the validity of
this Agreement or the obligations of the Client hereunder.

         HQ will have the right to relocate Client to another office in the HQ
Business Center, and to substitute such other office for the Office licensed
hereby, provided such other office is substantially similar in area and
configuration to Client's contracted office and provided Client shall incur no
increase in the Monthly Base Services Fee or any relocation cost or expense.

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<PAGE>
         2. SERVICES. HQ agrees, in consideration of the Monthly Base Services
Fee, to provide Base Services to Client as described in Schedule "A". From time
to time during the Term, HQ may, at its option, make other services available to
Client of the nature described in Schedule "B", at fees that are from time to
time established by HQ. Fees are subject to change at HQ's discretion, with
thirty (30) days written notice to the Client from the HQ Center. HQ shall be
under no obligation to provide Schedule "B" services if the monthly cost thereof
exceeds the Refundable Services Retainer. IN the event Client is in default of
this Agreement, HQ may, at its option, cease furnishing any and all services
including telephone services.

         Client will not offer to any party in the HQ Business Center or the
Building, any of the services that HQ provides to its clients including, but not
limited to, the services described in Schedule "A" or "B".

         Client acknowledges that due to the imperfect nature of verbal, written
and electronic communications, neither HQ nor HQ's Landlord or any of its
officers, directors, employees, shareholders, partners, agents or
representatives shall be responsible for damages, direct or consequential, that
may result from the failure of HQ to furnish any service, including but not
limited to the serve of conveying messages, communications and other utility or
services required under this Master Agreement, Office Service Agreement or
agreed to by HQ. Client's sole remedy and HQ's sole obligation for any failure
to render any service, any error or omission, or any delay or interruption with
respect thereto, is limited to an adjustment to Client's billing in an amount
equal to the charge for such service for the period during which the failure,
delay or interruption continues.

         WITH THE SOLE EXCEPTION OF THE REMEDY SET FORTH IN THIS PARAGRAPH,
CLIENT EXPRESSLY AND SPECIFICALLY AGREES TO WAIVE, AND AGREES NOT TO MAKE, ANY
CLAIM FOR DAMAGES, DIRECT OR CONSEQUENTIAL, INCLUDING WITH RESPECT TO LOST
BUSINESS OR PROFITS, ARISING OUT OF ANY FAILURE TO FURNISH ANY SERVICE, ANY
ERROR OR OMISSION WITH RESPECT THERETO, OR ANY DELAY OR INTERRUPTION OF THE
SAME.

         3. DURATION OF AGREEMENT. This Master Agreement can be terminated by
either party upon thirty (30) days written notice provided in accordance with
section 8(H), if and only if all of the licenses for office space granted in
accordance with the attached schedules have expired or been terminated.

         Upon any termination of this Master Agreement or any Office Agreement,
whether by lapse of time or otherwise, or upon any revocation of Client's
license herein granted, the Client shall cease all use of the Office, the HQ
Business Center and all services immediately. For each and every month or
portion thereof that Client continue use of the Office after the termination of
this Master Agreement or any Office Agreement by lapse of time or otherwise,
without the express written consent of HQ, Client shall pay HQ an

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<PAGE>

amount equal to 150% of the Monthly Base Services Fee computed on a per-month
basis for each month or portion thereof that Client continues the use of the
Office.

         4. PAYMENTS AND ESCALATIONS. Client agrees to pay to HQ the Monthly
Base Services Fee plus applicable sales or use taxes, in advance, on the first
day of each calendar month during the initial Term and all extensions thereof,
without any deduction, offset, notice o demand. If the Commencement Date shall
be other than the first day of a month, fees for any such month shall be
prorated. Charges for any Schedule "B' service purchased by Client from HQ shall
be due and payable on the 10th of the month following the order for any such
service.

         One year after the Commencement Date of an Office Agreement and each
and every anniversary date thereafter, the Monthly Base Services Fee will
automatically increase by an agreed upon percentage of the Monthly Base SERVICES
Fee due for the month preceding such anniversary date.

         All Monthly Base Services Fees and other sums payable hereunder shall
be payable at the office of HQ or at such other location or to any agent
designated in writing by HQ. In addition to any other sums due, Client shall pay
monthly late charges equal to five (5%) of all amounts that have not ben paid to
HQ within five (5) days of their respective due dates. The parties agree that
such late charges are fair and reasonable compensation for costs incurred by HQ
where there is default in any payment due under this Master Agreement or an
Office Agreement.

         Upon the execution of an Office Agreement, Client s hall pay HQ or its
agent the Refundable services Retainer. The Refundable SERVICES Retainer need
not be kept separate and apart from other funds of HQ, no interest shall be paid
thereon, and may be used by HQ to provide Schedule "A" and "B" services under
this Agreement. In addition to the Refundable SERVICES Retainer, Client will,
upon execution of an Office Agreement, pay to HQ the Monthly Base Services Fee
for the first full month of the Initial Term.

         Client agrees that the Refundable Services Retainer shall not be used
by Client as payment for the Monthly Base Services Fee for the last month of the
Initial Term, or any extension thereof.. In the event Client defaults in the
performance of any of the terms hereof, HQ may terminate this Agreement and the
license herein granted and may also use, apply or retain the whole, or any part,
of the Refundable Services Retainer for the payment of any service fee or any
other payment due hereunder, or for payment of any other sum that HQ may spend
by reason of Client's default. If Client shall, at the end of the term of this
Agreement, have fully and faithfully complied with all of the terms and
provisions of this Agreement, and surrendered all keys, access cards and
building passes, the Refundable Services Retainer, or any balance thereof, shall
be returned to Client within forty-five (45) days thereafter.

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<PAGE>

         5. DAMAGES AND INSURANCE. Client will not damage or deface the
furnishings, walls, floors or ceilings, nor make holes for the hanging of
pictures or make or suffer to be made any waste, obstruction or unlawful,
improper or offensive use of the Office or the common area facilities. Client
will not cause damage to any part of the Building or the property of HQ or
disturb the quiet enjoyment of any other licensee or occupant of the Building.
At the termination of this Agreement, the Office shall be in as good condition
as when Client commenced the use thereof, normal wear and tear excepted. Client
agrees to pay for repainting and cleaning fees for each Office occupied less
than twelve 912) months by client, at a cost not to exceed One Hundred Fifty
Dollars ($150.00) per Office. Client is responsible for costs of repairing any
damage to office or furniture and to return each office to HQ in good condition.
HQ will have the right, at any time and from time to time, to enter the Office
to inspect the same, to make such repairs and alterations as HQ reasonably deems
necessary, and the cost of any such repair resulting from the act or omission of
Client shall be reimbursed to HQ by Client upon demand. HQ shall have the right
to show the Office to prospective Clients, provided HQ will use reasonable
efforts not to disrupt Client's business.

         HQ or Client and its respective directors, licensors, officers, agents,
servants and employees shall not, to the extent permitted by law, except upon
the affirmative showing of HQ's or Client's gross negligence or wilful
misconduct, be liable for, and Client or HQ waives all right of recovery against
such entities and individuals for any damage or claim with respect to any injury
to person or damage to, or los or destruction of any property of Client or HQ,
its employees, authorized persons and invitees due to any act, omission or
occurrence in or about the HQ Business Center or the Building. Without
limitation of any other provision hereof, each party hereto hereby agrees to
indemnify, defend and hold harmless the other party hereto, and such other
party's officers, directors, employees, shareholders, partners, agents and
representatives from and against any liability to third parties arising out of,
in the case of Client as an indemnifying party, Client's use and occupancy of
the Office or any Act or omission constituting gross negligence or willful
misconduct of Client or Client's officers, directors, employees, shareholders,
partners, agents, representatives, contractors, customers or invitees and, in
the case of HQ as an indemnifying party, any act or omission constituting gross
negligence or willful misconduct of HQ or HQ's officers, directors, employees,
shareholders, partners, agents or representatives. Subject to the foregoing,
Client assumes all risk of loss with respect to all personal property of Client,
its agents, employees, contractors and invitees, within or about the HQ Business
Center or the Building. Client acknowledges that it is the Client's
responsibility to maintain insurance to cover the risks set forth in this
paragraph.

         HQ and Client each hereby waive any and all rights of recovery against
the other, or against the directors, licensors, officers, agents, servants and
employees of the other, for loss of or damage to its property or the property of
others under its control, to the extent such loss or damage is covered by any
insurance policy.

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<PAGE>
         If the HQ Business Center is made unusable, in whole or in part, by
fire or other casualty not due to negligence of Client, HQ may, at its option,
terminate the Agreement upon notice to Client, effective upon such casualty, or
may elect to repair, restore or rehabilitate, or cause to be repaired, restored
or rehabilitated, the HQ Business Center, without expense to Client, within
ninety (90) days or within such longer period of tie as may be required because
of events beyond HQ's control. The Monthly Base Services Fee s shall be abated
on a per diem basis for the portions of the Office that are unusable.

         6. DEFAULT. Client shall be deemed to be in default under this Master
Agreement and all executed Office Agreements: (a) if Client defaults in the
payment of the Monthly Base Services Fee or other sums due or (b) if Client
defaults in the prompt and full performance of nay other provision of this
Master Agreement or any executed Office Agreements and any such default
continues in excess of five (5) business days after written notice by HQ.

         Should Client be in default hereunder, HQ shall have the option to
pursue any one or more of the following remedies without any additional notice
or demand whatsoever and without limitation to HQ in the exercise of any remedy:

                  (1) HQ may, if HQ so elects, without any additional notice of
such election or demand to Client, either forthwith terminate this Agreement and
the license to use any portion of the HQ Business Center, and may enter into the
Office and take and hold possession of the contents thereof, without releasing
Client, in whole or in part, from the Client's obligations hereunder. In the
event of such termination, HQ may, at its option, declare the entire amount of
the Monthly Base Services Fee which would become due and payable during the
remainder of the term, to be due and payable immediately, in which event, Client
agrees to pay the same at once.

                  (2) Pursue any other remedy now or hereafter available to HQ.
HQ's exercise of any right or remedy shall not prevent it from exercising any
other right or remedy.

         7. RESTRICTION ON HIRING. Client agrees that during the term of this
Master Agreement and within one (1) year of the termination of this Master
Agreement, neither Client nor any of it principals, employees or affiliates will
hire directly or as an independent contractor, any person who is at that time,
or was during the term of this Agreement, an employee of HQ. In the event of a
breach of any obligation of Client contained in this paragraph, Client shall be
liable to HQ for, and shall pay to HQ, on demand, liquidated damages in the sum
of $25,000.00 for each employee with respect to whom such breach shall occur, it
being mutually agreed that the actual damage that would be sustained by HQ as
the result of any such breach would be, from the nature of the case, extremely
difficult to fix and that the aforesaid liquidated damage amount is fair and
reasonable.

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<PAGE>

         8.       MISCELLANEOUS.

                  A. All amendments to this Agreement shall be in writing and
signed by al parties. Any other attempted amendment shall be void. The
invalidity or unenforceability of any provision hereof shall not affect the
remainder hereof.

                  B. All waivers must be in writing and signed by the waiving
party. HQ's failure to enforce any provision of this Agreement or its acceptance
of fees shall not be a waiver and shall not prevent HQ from enforcing any
provision of this Agreement in the future. No receipt of money by HQ shall be
deemed to waive any default of Client or to extend, reinstate or continue the
term hereof.

                  C. All Schedules and Addenda attached hereto are hereby
incorporated herein by this reference. The laws of the State in which the HQ
Business Center is located shall govern this.

                  D. All parties signing this Agreement as a partnership or
co-signing individuals shall e jointly and severally liable for all obligations
of Client.

                  E. Neither Client nor anyone claiming by, through or under
client shall assign this Master Agreement and Office Agreements or permit the
use of any portion of te HQ Business Center by any person other than Client,
provided, however, Client may assign this Master Agreement and Office Agreements
to an affiliated corporation of Client. In the event of any such permitted
assignment, Client shall not thereby be relieved of any of its obligations under
this Master Agreement or any Office Agreement.

                  F. The Rules and Regulations of the Building and of HQ as
defined on Schedule "C" hereto and any additional schedules that may be attached
hereto are expressly made a part of this Agreement and Client expressly
covenants and agrees to abide by al of such Rules and Regulations and such
additional terms, as well as such reasonable modifications to such Rules and
Regulations as may be hereafter adopted by HQ.
                  G. All notices hereunder shall be in writing. Notices to
Client shall be deemed to be duly given if mailed by registered or certified
mail, postage prepaid, overnight mail service or hand delivered with proof of
deliver addressed to Client at:

                           Russell Adler, Esq.
                           Regenesis Holdings, Inc.
                           1555 N. Park Dr.
                           Weston, Florida 33326
                           Phone # (954) 212-3244
                           Facsimile #_____________


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<PAGE>

         Notice to H shall be deemed to be duly given if mailed by registered or
certified mail, postage prepaid, overnight mail service or hand delivered with
proof of delivery addressed to HQ at the Building and as follows:

                           HQ Business Centers
                           666 5th Avenue, 37th FL.
                           New York, New York 10103
                           Attn: Center Manager

                  H. THIS MASTER AGREEMENT AND THE OFFICE AGREEMENTS ARE NOT
INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF
THE CLIENT, BUT MERELY CREATES A REVOCABLE LICENSE IN ACCORDANCE WITH THE TERMS
HEREOF. This Master Agreement and a Office Agreement grant client the license to
use the HQ Business Center and the Office for the specific purposes herein set
forth without diminution of the legal possession or control thereof by HQ and
shall be revocable at the option of HQ upon the destruction of the HQ Business
Center or the breach by Client of any term or condition herein set forth. This
Master Agreement and Office Agreement are subject and subordinate to any
underlying lease or contract of the Building or of the premises comprising the
office or the HQ Business Center as such lease or contract may be amended from
time to time (such underlying lease or contract together with any amendments, is
hereinafter referred to as the "Master Lease"). An Office Agreement shall
terminate simultaneously with the termination of the corresponding HQ Business
Center operation for any reason. Client is not a party to nor shall Client have
any rights under the Master Lease.

                  I. Client acknowledges that each HQ Business Center will
comply with U.S. Postal Service regulations regarding Client mail and, upon
termination of this Agreement, it will be Client's responsibility to notify all
parties of termination of the use of the above described address, assigned
telephone number, telex and facsimile numbers. Of a period of thirty (30) days
after the termination of this Agreement, HQ will, at Client's written request
and cost, provide Client's new telephone number and address to all incoming
callers and will hold or forward to Client once a week all mail, packages, and
facsimiles.

                  J. HQ may assign this Agreement and/or any fees hereunder and
Client agrees to attorney to any such assignee.

                  K. In the event any dispute arises between HQ and Client
concerning this Master Agreement or any Office Agreement and the rights and
obligations hereunder HQ shall have the option, but not the obligation, of
submitting the matter to arbitration on an expedited basis, pursuant to the
procedure established by the American Arbitration Association in the
metropolitan area in which the Faculty is located. The decision of the
arbitrator shall be binding on the parties. The non-prevailing party as
determined by the

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<PAGE>
arbitrator shall pay the prevailing parties attorneys' fees and costs of the
arbitration. Furthermore, if a court decision prevents or HQ elects not to
submit this matter to arbitration, then the non-prevailing party as determined
by the court shall pay the prevailing parties reasonably attorneys' fees and
costs.

                  L. This agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.

HG Business Centers
By: OMNIOFFICES, INC .



By:/s/ Mary Berger
   -------------------------
     Authorized Signature

     Mary Berger
----------------------------
Print Name

Its: Owner/Sales Manager
    -------------------------

CLIENT:

REGENESIS HOLDINGS, INC.


By: /s/ Lawrence Gallo
   ----------------------------
     Authorized Signature

    Lawrence Gallo
   ----------------------------
Print Name


Its: Director & CEO
    ----------------------------


IF AN INDIVIDUAL OR PARTNERSHIP:


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



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<PAGE>
<TABLE>
<CAPTION>
<S>                                                            <C>
                                                              "Where available
SCHEDULE "A"                                                   SCHEDULE "B"
Base Services                                                  Additional Services

o Furnished Executive Office                                   Word Processing Services
o Furnished and Decorated Reception Area                       Secretarial Services
o Professional Reception, Massage Center,                      Facsimile Services
  and Office Manager                                           Copy and Binding Services
o Use of Furnished, and Audio-Visual                           Outgoing Mail & Express Delivery
  Equipped Conference Rooms, 8 hours                            Services
  per month at no charge                                       Additional Office Furniture
o Prestigious Business Address                                 Specialized Equipment
o Business Identify on Building Lobby                          Printing & Office Supplies
  Directory*                                                   Miscellaneous Purchasing Services
o Facsimile Number for Client's Use                            Catering & Beverage Services
o Mail and Package Receipt                                     Paging Services
o Utilities and Janitorial Service                             Telephone Equipment
o Building Operating Expenses                                  Specialized Telephone Services
o Access to International Network of                           Excess Conference Room Usage
  Conference                                                   Other Client Requested Services"
  Rooms
                                                               *Where available
</TABLE>

<PAGE>
                                  SCHEDULE "C"
                              RULES AND REGULATIONS


         1. Client's employees and guests will conduct themselves in a
businesslike manner, proper business attire will be worn at all times, the noise
level will be kept to a level so as not to interfere with or annoy other clients
and Client will abide by HQ's directives regarding security, keys, parking and
other such matters common to all occupants.

         2. Client agrees to use chair mats and desk pads in the Office(s) and
any damage from failure to use same will be the responsibility of Client. Client
will not affix anything to the windows, walls or any other part of the Office(s)
or the HQ Business Center or make alterations or additions to the Office(s) or
the HQ Business Center without the prior written consent of HQ.

         3. Client will not prop open any corridor doors, exit doors or door
connecting corridors during or after business hours.

         4. Client can only use public areas with the consent of HQ and those
areas must be kept neat and attractive at all times.

         5. All corridors, halls, elevators and stairways shall not be
obstructed by Client or used for any purpose other than aggress and ingress.

         6. No advertisement or identifying signs, other than provided by HQ, or
other notices shall be inscribed, painted or affixed on any part of the
corridors, doors or public areas.

         7. Client shall not without HQ's prior written consent, store or
operate in the Office(s) or the HQ Business Center any computer (excepting a
personal computer) or any other large business machine, reproduction equipment,
heating equipment, stove, radio, stereo equipment or other mechanical
amplification equipment, vending or coin operated machine, refrigerator or
coffee equipment, or conduct a mechanical business therein, do any cooking
therein, or use or allow to be used in the Building, oil burning fluids,
gasoline, kerosene for heating, warming or lighting. No article deemed hazardous
on account of fire or any explosives shall be brought into the HQ Business
Center. No offensive gasses, odors or liquids will be permitted. No firearms
will be permitted.

         8. The electrical current shall be used for ordinary lighting purposes
only unless written permission to do otherwise shall first have been obtained
from HQ at an agreed cost to Client.



<PAGE>

         9. If client requires any special installation or wiring for electrical
use, telephone equipment or otherwise, such wiring shall be done at Client's
expense by the personnel designated by HQ.

         10. Client may not conduct business in the hallways, reception area or
any other area except in its designated Office(s) without the prior written
consent of HQ.

         11. Client will bring no animals other than seeing-eye dogs in the
company of blind persons in the Building.

         12. Client shall not remove furniture, fixtures or decorative material
from the Office(s) without the written consent of HQ and such removal shall be
under the supervision and regulations of the HQ Business Center.

         13. Client will not use the HQ Business Center for manufacturing or
storage of merchandise except as such storage may be incidental to general
office purposes.

         14. Client will not occupy or permit any portion of the HQ Business
Center to be occupied or used for the manufacture, sale, gift or use of liquor,
narcotics or tobacco in any form.

         15. Client will not use the Office(s) for lodging or sleeping or for
any immoral or illegal purposes.

         16. No additional locks or bolts of any kind shall be placed upon any
of the doors or windows of the HQ Business Center by Client nor shall any
changes be made on existing locks or the mechanisms thereof.

         17. Client shall, before leaving the Office(s) unattended of an
extended period of time, close and securely lock, all doors and shut off all
lights and other electrical apparatus. Any damage resulting from failure to do
so shall be paid by Client.

         18. Canvassing, soliciting and peddling in the Building are prohibited
and Client shall not solicit other clients for any business or other purpose
without the prior written approval of HQ.

         19. All property belonging to Client or any employee, agent or invitee
of Client shall be at the risk of such person only and HQ shall not be liable
for damages thereto or for theft or misappropriation thereof.

         20. If Client does not remove any property belonging to Client from the
HQ Business Center by the end of the term, at the option of HQ, Client shall be
conclusively presumed to have conveyed such property to HQ under this Agreement
as a bill of sale


<PAGE>

without further payment or credit by HQ to Client and HQ may remove the same and
Client shall pay HQ all costs of such removal upon demand.

         21. Smoking shall be prohibited in all public areas, including
conference and training rooms. No smoking shall be permitted at any time in any
area of the HQ Business Center (including open offices and workstations);
provided however, with the prior written consent of HQ, smoking shall be
permitted in Client's Office(s), but only with the door closed, and then only
cigarette smoking will be permitted as long as client provides an air filter
device acceptable to HQ, unless the entire Building has been designated non-
smoking, in which case smoking is not permitted in the Office(s). Cigar and pipe
smoking are prohibited in all areas of the HQ Business Center.

         HQ reserves the right to make such other rules and regulations as in
its judgment may from time to time be needed for the safety, care and
cleanliness of the offices. HQ shall have no responsibility to Client for the
violation or non-performance by any other HQ clients of any of the Rules and
Regulations but shall use reasonable efforts to uniformly enforce all Rules and
Regulations.




<PAGE>

                               HQ BUSINESS CENTERS

                            OFFICE SERVICE AGREEMENT

This Agreement is dated May 12, 1999 entered into in 666 5th, NYC (Center - City
& State) for the HQ (Center) located at 666 5th Avenue, 37th FL, New York, New
York 10103 (Center Address) by and between OMNI OFFICES, INC. (hereinafter "HQ")
and REGENESIS (hereinafter "Client").

HQ and Client agree that HQ shall grant to Client for and in consideration of
the agreements and fee(s) set forth herein and in the Master Services Agreement
dated May 12, 1999, a license to use the Office(s) as from time to time
designated by HQ and, in common with HQ's other clients. Client's license to use
HQ's Business Center facilities and services, shall be in accordance with the
terms hereof and the Master Services Agreement. All of the terms and conditions
of the Master Services Agreement shall be included in and shall control this
Agreements. This Agreement shall be attached to and become part of the Master
Services Agreement.

I.       BASIC TERMS. Stated below are the basic terms of this Agreement and all
         provisions of the Master Services Agreement are to be read in accord
         therewith.

         A.       Base Service: HQ's Complete Executive Office Program,
                  including the use of executive office complete with
                  professional administrative staff and such other inclusive
                  services are defined in Schedule "A" (attached to the Master
                  Office Service Agreement).

         B.       Additional Services: Access to additional business services
                  for purchase as needed by Client, including secretarial,
                  administrative, telecommunications support and such other
                  services as are defined in Schedule "B" (attached to the
                  Master Office Service Agreement).

         C.       HQ Business Center Fifth Ave.

         D.       Address: 666 Fifth Avenue.

         E.       Office number(s): 374213, having a maximum occupancy capacity
                  of 4 person(s).

         F.       Commencement Date: June 1, 1999.

         G.       Initial Term: 12 mo.

         H.       End of Initial Term: 5/31/00.


<PAGE>

         I.       Monthly Base Office Fees: $4,626.

         J.       Refundable Services Retainer: $7,389.

         K.       Automatic Annual Anniversary Renewal Increase of 6%.

         L.       Client represents and warrants to HQ that there are no agents,
                  brokers, finders or other parties except none with whom Client
                  has dealt who are or who may be entitled to any commission or
                  fee with respect to this Agreement unless noted in this
                  section. (If Broker, see attached Addendum.)

         M-a.     Based upon a twelve, six, or three month term, and upon the
                  Ending of the Initial Term (as stated above), or any extension
                  thereof, the term of this Agreement and the license herein
                  granted shall be automatically extended for the same period of
                  time as the Initial Term, upon the same terms and conditions
                  as contained herein, unless either party gives notice to the
                  other in writing to the contrary at least sixty (60) days
                  prior to the End of Initial Term if Client has licensed the
                  use of two (2) or less offices of ninety (90) days if Client
                  has licensed the use of three (3) or more offices.

OR

         M-b.     Based upon a one (1) month term, and upon the Ending of
                  Initial Term (as stated above), this Agreement and the license
                  herein granted shall be automatically extended for the same
                  period of time as the Initial Term, upon the same terms and
                  conditions as contained herein, unless either party gives
                  notice to the other in writing to the contrary at least thirty
                  (30) days prior to the End of the Initial Term.

II.      ADDITIONAL TERMS.

                  A. Client will take possession of office on 5/12/99, at a
                     provided rate.

                  B. Non-refundable fees $545.

                  C. Two phones @ $250 p/mo.

                  D. One fax line @ $50 p/mo.

This Agreement may be executed in two ro more counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and
the same Instrument.



<PAGE>


HQ BUSINESS CENTERS                         CLIENT:
BY: OMNI OFFICES, INC.
                                            REGENESIS HOLDINGS, INC.

By: /s/ Mary Berger                         By: /s/ Lawrence Gallo
   ----------------------------                ----------------------------
       Authorized Signatory                        Authorized Signatory

     Mary Berger                                  Lawrence Gallo
----------------------------                ----------------------------
Print Name                                  Print Name

Its: Owner/Sales Manager                    Its:
    ----------------------------                ----------------------------

                                            IF AN INDIVIDUAL OR PARTNERSHIP


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