Exhibit 10.71
















                               ONE SARASOTA TOWER


                                 LEASE AGREEMENT











                                                    THIS INSTRUMENT PREPARED BY:
                                                      J. GEOFFREY PFLUGNER, ESQ.
                                                   ICARD, MERRILL, CULLIS, TIMM,
                                                          FUREN & GINSBURG, P.A.
                                                     2033 MAIN STREET, SUITE 600
                                                         SARASOTA, FLORIDA 34237
                                                                  (941) 366-5707




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                                TABLE OF CONTENTS


1..............................................................DEFINITIONS     1
2.................................................................PREMISES     2
3.....................................................................TERM     3
4.....................................................................RENT     3
5........................................TENANT'S SHARE OF OPERATING COSTS     3
6.........................................................SECURITY DEPOSIT     4
7................................................ADDITIONS AND ALTERATIONS     4
8............................................................PERMITTED USE     5
9...........................................UTILITIES; JANITORIAL SERVICES     6
10..............................................INDEMNIFICATION; INSURANCE     6
11................................................ASSIGNMENT OR SUBLETTING     9
12......................................................SIGNS; ADVERTISING    10
13........................................MAINTENANCE OF INTERIOR PREMISES    10
14...................................................DAMAGE OR DESTRUCTION    11
15.................................................................DEFAULT    11
16................................................................REMEDIES    12
17...............................................LANDLORD'S RIGHT OF ENTRY    14
18.................................................................NOTICES    15
19.      TAXES ON TENANT'S PERSONAL PROPERTY
.........................................AND TAXES ASSESSED AGAINST RENTALS    15
20.................................ATTORNEY'S FEES AND COSTS OF COLLECTION    15
21.........................................................PRIOR AGREEMENT    16
22.............................................................FLOOR PLANS    16
23....................................................NO AUTOMATIC RENEWAL    16
24.............................................BUILDING STANDARDS CRITERIA    16
25........................................TERMS, HEADINGS AND JURISDICTION    17
26............................................................CONDEMNATION    17
27..............................................SUBORDINATION TO MORTGAGES    17
28...................................................ESTOPPEL CERTIFICATES    17
29.........................................................QUIET ENJOYMENT    18
30..........................................................PARKING SPACES    18
31..................................LANDLORD'S RIGHT TO ALTER COMMON AREAS    18
32.............................................................EXCULPATION    19



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33..................................................SUCCESSORS AND ASSIGNS    19
34.................................................REAL ESTATE COMMISSIONS    19
35...............................................RADON AND HAZARDOUS WASTE    19
36.....................ADDITIONAL PROVISION REGARDING LANDLORD'S LIABILITY    20
37.....................................THE AMERICANS WITH DISABILITIES ACT    20
38..........................................BUILDING RULES AND REGULATIONS    20
39.............................................................PERFORMANCE    20
40......................................................SPECIAL PROVISIONS    20

EXHIBIT A: FLOOR PLAN OF PREMISES.......................................22
EXHIBIT B: BUILDING RULES AND REGULATIONS...............................23
EXHIBIT C: BUILDING STANDARDS CRITERIA..................................28
EXHIBIT D: SPECIAL PROVISIONS...........................................30
EXHIBIT E: SHORT FORM LEASE.............................................31
EXHIBIT F: AMERICANS WITH DISABILITIES ACT - HIGHLIGHTS.................32



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THIS INSTRUMENT PREPARED BY:
J. GEOFFREY PFLUGNER, ESQ.
ICARD, MERRILL, CULLIS, TIMM,
FUREN & GINSBURG, P.A.
2033 MAIN STREET, SUITE 600
SARASOTA, FLORIDA 34237
(941) 366-5707
(941) 552-0108 Fax

                               ONE SARASOTA TOWER

                                 Lease Agreement

     THIS LEASE is entered  into the day of March,  2001  between  ONE  SARASOTA
TOWER INC.  hereinafter called the "Landlord",  and CORE CARE DELAWARE,  Inc., a
Delaware corporation, hereinafter referred to as the "Tenant";

                                   WITNESSETH:

     As mutual  consideration  for  entering  into this lease the  Landlord  and
Tenant agree to the following covenants, terms and conditions:

l.   DEFINITIONS AND TERMS:

As used in this Lease Agreement, the terms enumerated below as items 1.1 to 1.20
inclusive  shall have only the meaning set forth in this section unless the same
shall  be  expressly  modified,  limited  or  expanded  elsewhere  in the  Lease
Agreement, in which event, such modification,  limitation and/or expansion shall
supersede the applicable terms set forth below:

1.1. Exhibits:  The following  Exhibits  attached to this lease are incorporated
     herein and made a part hereof:

          Exhibit A:  Floor Plan of Premises
          Exhibit B:  Building Rules and Regulations
          Exhibit C:  Building Standards Criteria
          Exhibit D:  Additional Provisions
          Exhibit E:  Short Form Lease
          Exhibit F:  Americans With Disabilities Act-Highlights

1.2. Building:  One Sarasota Tower;  approximately  136,928 rentable square feet
     plus attached parking garage located at the northwest corner of U.S. 41 and
     Gulfstream Avenue in Sarasota,  Florida,  Address: Two North Tamiami Trail,
     Sarasota, Florida 34236.


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1.3. Premises or Demised Premises: Suites 606 and 608

1.4. Term: 5 years, -0- months and -0- days

1.5. Commencement Date: April 1, 2001
     Rental Commencement Date: April 1, 2001

1.6. Termination Date: March 31, 2006

1.7. Initial Per Square Foot Base Rental on Annual Basis $24.00

1.8. Initial Base Monthly Rental $7,070.00 plus applicable tax

1.9. Annual Rent: the sum of $84,840.00 plus sales tax

1.10.Prepaid  Rent:  The sum of  $7,070.00  plus  applicable  tax,  representing
     prepayment of one (1) month's Monthly Rent.

1.11.Rentable  Area of Demised  Premises  ("Net  Rentable  Area"):  3,535 square
     feet.

1.12 Consumer Price Index to be used for base year calculations:  January 2001 :
     175.1

1.13.Number of Parking  Spaces which Tenant shall rent:  Within the Building and
     Offsite : total of six (6) within Building.

1.14. Monthly Rental for parking spaces: $45.00 per space plus taxes.

1.15. Security Deposit: $ 7,070.00.

1.16. Permitted Use: CORPORATE OR REGIONAL OFFICE

1.17.Tenant's  Address: One Sarasota Tower, 6th Floor, Suite 606,
                        2 North Tamiami Trail, Sarasota, FL 34236

1.18.Landlord's  Address:  Two North Tamiami Trail Suite 210
                           Sarasota,  Florida    34236

1.19. Additional Provisions: See Exhibit "D"

1.20. Guarantor: NONE


2.   PREMISES:

2.1. Landlord  leases the Premises to the Tenant,  and Tenant hires the premises
     from the Landlord for the Term of this Lease.



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2.2. Tenant  acknowledges that this Lease is made subject to all existing liens,
     encumbrances, deeds of trust, reservations,  restrictions and other matters
     of record and to zoning,  building and fire ordinances and all governmental
     statutes,  rules and  regulations  relating to the use or  occupancy of the
     Premises, as same may hereafter be amended from time to time.

3.   TERM:  The Term of this Lease shall commence on the  Commencement  Date and
     shall  terminate  on the  Termination  Date,  unless  terminated  sooner in
     accordance with the terms of this Lease.

4.   RENT:

4.1. Rent  Determination:  Tenant agrees to pay to Landlord each year during the
     Term the Annual  Rent for the  Premises.  Said Annual Rent shall be paid in
     monthly  installments  equal to the Monthly Rent. The Monthly Rent shall be
     due and  payable in  advance,  on or before the first day of each  calendar
     month  during the entire Term,  commencing  with the first day of the first
     full  calendar  month of the Term;  provided  that Tenant  shall pay to the
     Landlord on the Commencement Date the prorated Monthly Rent attributable to
     the month in which the Commencement Date occurs if the Commencement Date is
     other than the first day of a month.  Concurrently  with the  execution  of
     this Lease,  Tenant  shall pay to Landlord the Prepaid  Rent,  plus Florida
     State Sales Tax thereon and any other tax  applicable to said prepaid Rent.
     All rent  payable by Tenant to  Landlord  under this Lease shall be paid to
     Landlord  in lawful  money of the United  States of  America at  Landlord's
     office on Page 1 herein,  or to any other  person or at any place  Landlord
     designates in writing.

4.2. Tenant  agrees to pay to Landlord as  Additional  Rent upon demand (but not
     more  frequently  than  monthly)  all  charges for any  services,  goods or
     materials  furnished by Landlord at Tenant's  written request which are not
     required to be  furnished  by Landlord  under this Lease  without  separate
     charge or reimbursement.

4.3. Pro-rations: Any rent for any fractional month shall be prorated based on a
     thirty (30) day month,  and for any fractional year shall be prorated based
     on a three  hundred  sixty  (360) day year.  All rent  payable by Tenant to
     Landlord  under this Lease shall be paid to Landlord in lawful money of the
     United States of America at Landlord's  office located in the Building,  or
     to such other  person or at such other place as  Landlord  may from time to
     time  designate in writing.  All rent shall be paid without  prior  demand,
     deduction, setoff or counterclaim.

4.4. A late payment  penalty shall be added to any rent not received by Landlord
     within ten (10) days of the due date.  Such  penalty  shall be five percent
     (5%) of the monthly rent or additional rent due.

4.5. Sales Tax:  Tenant shall pay to Landlord  concurrently  with the payment of
     the Monthly Rent,  any  additional  rent and other sums,  all Florida State
     Sales Tax and any other tax which is applicable to such payment.


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5. SECURITY  DEPOSIT:  The Security Deposit specified in paragraph 1.15 shall be
held by Landlord as security for the full and faithful  performance by Tenant of
each and every term,  covenant and condition of this Lease on the part of Tenant
to be observed  and  performed,  and  Landlord  shall have no  liability  to pay
interest  thereon unless  required by law. If any rent or Additional Rent herein
reserved  or any other sums  payable by Tenant  hereunder  shall be overdue  and
unpaid or should  Landlord make  payments on behalf of Tenant,  or should Tenant
fail to  perform  any of the terms of this  Lease,  then  Landlord  may,  at its
option,  and without  prejudice to any other  remedy which  Landlord may have on
account  thereof,  apply  the  Security  Deposit  or so much  thereof  as may be
necessary to compensate  Landlord  toward the payment of the rents or other sums
due from Tenant,  or towards any loss,  damage or expense  sustained by Landlord
resulting  from such  default  on the part of Tenant;  and in such event  Tenant
shall forthwith upon demand restore the Security Deposit to its original amount,
and the sum required to so restore the Security Deposit shall be Additional Rent
hereunder. In the event Tenant shall have fully and faithfully complied with all
of the terms, covenants and conditions of this Lease, the Security Deposit shall
be returned in full to Tenant within  thirty (30) days  following the end of the
Term or earlier  termination  of this Lease.  In the event that any  bankruptcy,
insolvency,   reorganization  or  other  creditor/debtor  proceedings  shall  be
instituted by or against Tenant or its successors or assigns  Landlord may apply
the Security  Deposit  first to the payment of any rent,  Additional  Rent,  and
other amounts due Landlord  hereunder,  and the balance, if any, of the Security
Deposit  may be  retained  by  Landlord  in partial  liquidation  of  Landlord's
damages.  Landlord  may  deliver  the  Security  Deposit  to  the  purchaser  of
Landlord's  interest in the  premises,  in the event that such interest is sold,
and Landlord  shall  thereupon be  discharged  from any further  liability  with
respect to the Security Deposit.

7. ADDITIONS AND ALTERATIONS:

7.1. No changes, alterations, improvements or additions to the Premises shall be
     made to the  Premises  or any part  thereof  without  first  obtaining  the
     written consent of the Landlord.  All changes,  alterations,  additions and
     improvements  made or placed in or upon the Premises of the Landlord by the
     Tenant,  and  which by  operation  of law  would  become a part of the real
     estate,  shall  immediately  upon being made or placed  thereon  become the
     property of the Landlord and shall remain upon and be surrendered  with the
     Premises  as a part  thereof,  at the  termination  by  lapse  of  time  or
     otherwise,  of the Term  herein  granted.  Any such  changes,  alterations,
     improvements,  or additions  shall be done in conformity with the "Building
     Standards  Criteria"  furnished  herewith  as Exhibit  "C".  At  Landlord's
     request at or prior to termination of the Term,  Tenant shall remove all or
     any part of any improvements made to the Premises.


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7.2. Fixtures:  Tenant may install or affix to the Premises  such  equipment and
     trade  fixtures  as are  reasonably  necessary  for the conduct of Tenant's
     business  operations  therein with Landlord's prior written  consent;  and,
     upon termination of this Lease for any reason other than Tenant's  default,
     Tenant may remove  the same  provided  that,  after  such  removal,  Tenant
     restores the Premises at Tenant's  expense to the same condition as existed
     prior to the  installation of such equipment or fixtures.  It is understood
     and  agreed,   however,   that  any  floor  and  wall  coverings  or  other
     appurtenances  attached to the floor or any part of the  Premises by tenant
     shall at the  termination of this Lease or any renewal  hereof,  remain the
     property  of Landlord  and shall not be removed  unless  Landlord  requests
     Tenant to remove the same.  Tenant  shall  promptly pay and  discharge  and
     shall  indemnify  and hold  Landlord  harmless  of and from,  all  tangible
     personal  property taxes and assessments now or hereafter taxed,  assessed,
     imposed,  or levied by any lawful  authority  against or upon any fixtures,
     equipment,  or personal property located in the Premises during the term of
     this Lease.

7.3  See Exhibit D for specific approvals, if any.


8. PERMITTED USE:

8.1. Permitted  uses:  The Premises shall be used only for the Permitted Use and
     for no other  purpose.  The  Tenant,  shall,  at its own cost and  expense,
     obtain any and all licenses and permits  necessary for such use. The Tenant
     shall  comply  with  all  governmental  laws,  ordinances  and  regulations
     applicable from time to time to its use of the Premises, and shall promptly
     comply with all  governmental  orders and  directives  for the  correction,
     prevention  and  abatement of nuisances in or upon,  or connected  with the
     Premises, all at the Tenant's sole expense.

8.2. Uses not permitted:  The Tenant shall not do, suffer or permit  anything to
     be done in, on or about the Premises or the Property,  nor bring,  nor keep
     anything  therein which will in any way affect fire or other insurance upon
     the Building or any of its contents or which will in any way conflict  with
     any law, ordinance,  rule or regulation now or hereafter in force or effect
     relating to the occupancy and use of the Premises and said Property,  or in
     any way obstruct or interfere  with the rights of other Tenants or users of
     the Property,  or injure or annoy them,  nor use, nor allow the Premises or
     the  Building  to  be  used  for  any   improper,   immoral,   unlawful  or
     objectionable  purpose,  or cooking therein,  (except a microwave oven) and
     nothing  shall be prepared,  manufactured,  or used in the  Premises  which
     might emit an odor into the  corridors  of the  building,  except as may be
     consistent with the Permitted Use.

8.3. Machinery  Operation:  The Tenant will not,  without the written consent of
     the Landlord, use any apparatus,  machinery,  or equipment or device in, on
     or about the Premises which may cause any excessive noise or may set up any
     excessive  vibration  or  excessive  floor  loads or which in any way would
     increase  the  normal  amount  of  electricity  agreed to be  furnished  or
     supplied  under this  Lease,  or as  specified  in the  Building  Standards
     Criteria,  and  further,  the  Tenant  shall  not  connect  with  water any
     apparatus, machinery, equipment or device, other than an office type coffee
     maker,  without the prior written  consent of the  Landlord,  which consent
     shall not be unreasonably  withheld. The Tenant shall, at the Tenant's sole
     cost and expense,  comply with all of the  requirements  of all  municipal,
     state and federal authorities now or hereafter in force, pertaining to said
     Premises,  and shall  faithfully  observe in the use of said  Premises  and
     Property all municipal  ordinances  and  regulations  and state and federal
     statutes and regulations now or hereafter in force and effect.


<PAGE>



8.4. Change in law: Any change in law or otherwise  which may make  Tenant's use
     of the  Premises  impracticable  or  impossible  shall not affect  Tenant's
     obligations under this Lease.

9. UTILITIES; JANITORIAL SERVICES:

     Subject to  Tenant's  obligation  to pay rent under this Lease and  perform
Tenant's other  obligations,  the Landlord  agrees to furnish in connection with
the Premises,  the  following:  electricity  (commensurate  with the  Landlord's
electrical  system and wiring in the  building of which the Premises are a part,
supplying  approximately  110 volts;  except as may be modified by  paragraph 41
hereof) for lights and other usual and ordinary office purposes;  replacement of
ceiling light bulbs and tubes in the fixtures provided by the Landlord; heat and
air conditioning,  subject to government authority regulations from time to time
in effect,  during  normal  business  hours;  (8 A.M. to 6 P.M.  Monday  through
Friday,  except  holidays  and from 8 A.M. to 1 P.M. on  Saturdays);  janitorial
services as specified in the Building Standards Criteria; and provide for use in
common of the elevators,  restrooms,  and other like facilities of the Building.
All said costs shall be included in Building Operating Costs.  Landlord reserves
the right to  establish  special  charges  to be paid by Tenant  for  additional
non-standard services provided. The Landlord shall not be liable for the failure
to furnish any of the items or services  herein  mentioned  when such failure is
caused by or  results  from  accidents  or  conditions  or  matters  beyond  the
reasonable  ability of the Landlord to control,  or caused by or resulting  from
lack of utility  services,  breakdown of mechanical  equipment,  repairs,  labor
disturbances,  or labor  disputes of any  character,  whether  resulting from or
caused by acts of the  Landlord or  otherwise,  nor shall the Landlord be liable
under any  circumstances  for loss of or injury to property or persons,  however
occurring,  through or in connection with or incidental to the furnishing of any
of such items or services,  nor shall any such  failure  relieve the Tenant from
the duty to pay the full amount of rent and other sums of money herein  provided
to be paid by the Tenant,  or  constitute or be construed as a  constructive  or
other eviction of the Tenant.

10. INDEMNIFICATION; INSURANCE:

10.1.Indemnification  by  Tenant:  Tenant  does  hereby  indemnify  and agree to
     forever  save  and  hold  Landlord  and  Landlord's  agents,   contractors,
     licensees,  employees, directors, officers, partners, trustees and invitees
     (collectively,  "Landlord's  Employees")  harmless from and against any and
     all damages, claims, losses, demands, costs, expenses (including reasonable
     attorneys' fees and costs),  obligations,  liens, liabilities,  actions and
     causes of action,  threatened or actual, which Landlord may suffer or incur
     arising  out  of  or in  connection  with  this  Lease,  including  without
     limitation,  Tenant's or Tenant's  business,  any activity,  work or things
     done,  permitted  or  suffered  by Tenant in or about the  Premises  or the
     Property,  Tenant's or Tenant's Employees'  nonobservance or nonperformance
     of any statute,  law, ordinance,  rule or regulation,  or any negligence of
     the Tenant or Tenant's  Employees,  provided  however,  Tenant shall not be
     liable  pursuant to Paragraph  10.1 for any claims  arising from the wilful
     acts or gross negligence of Landlord or Landlord's employees.

          Tenant  further  agrees that in case of any claim,  demand,  action or
     cause of action,  threatened or actual,  against  Landlord,  as a result of
     action or inaction by Tenant and Tenant does not provide a defense  against
     any and all such claims, demands, actions or causes of action threatened or
     actual,  the Tenant  will,  in  addition  to the above,  pay  Landlord  the
     attorney's fees, legal expenses and costs incurred by Landlord in providing
     or preparing such defense,  and Tenant agrees to cooperate with Landlord in
     such  defense,  including,  but not limited to, the providing of affidavits
     and testimony upon request of Landlord.


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10.2.Liability Insurance:  Tenant shall, at Tenant's expense, obtain and keep in
     force  during  the term of this  lease a policy  of  comprehensive  general
     liability  insurance  insuring  Landlord and Tenant  against any  liability
     arising out of the ownership, use, occupancy or maintenance of the premises
     and all areas  appurtenant  thereto with minimum  combined single limits of
     $2,000,000.00,  or such  other  limits  as  Landlord  may from time to time
     reasonably require.  The limit of said insurance shall not, however,  limit
     the  liability  of the Tenant  hereunder.  Tenant may carry said  insurance
     under a blanket policy, providing,  however, said insurance by Tenant shall
     have a Landlord's  protective  liability  endorsement  attached thereto. If
     Tenant shall fail to procure and maintain said insurance, Landlord may, but
     shall not be required to,  procure and maintain same, but at the expense of
     Tenant.  Insurance  required  hereunder,  shall be in companies approved by
     Landlord,  which approval shall not be unreasonably withheld.  Tenant shall
     deliver to Landlord  prior to occupancy of the Premises  copies of policies
     of liability  insurance  required  herein or  certificates  evidencing  the
     existence  and  amounts  of  such  insurance  with  loss  payable   clauses
     satisfactory  to Landlord,  and  thereafter  shall deliver any  replacement
     policies to Landlord prior to expiration of the current  policy.  No policy
     shall be cancelable or subject to reduction of coverage except after twenty
     (20) days prior written notice to Landlord.

10.3.Assumption  of risk:  Tenant,  as a material part of the  consideration  to
     Landlord,  hereby  assumes  all risk of  damage  to  property  or injury to
     persons,  in, upon or about the Premises  from any cause and Tenant  hereby
     waives  all  claims in  respect  thereof  against  Landlord.  Landlord  and
     Landlord's  Employees  shall  not be  liable  for any  damage  to  property
     entrusted to Landlord or Landlord's  Employees,  nor any cause  whatsoever,
     unless  caused by or due to the gross  negligence of Landlord or Landlord's
     agents or employees.  Landlord and Landlord's Employees shall not be liable
     for any latent defect in the Premises or in the Building. Tenant shall give
     prompt notice to Landlord in case of fire or accidents, or needed repair in
     the Premises or, if known by the Tenant, in other parts of the Building.

10.4.Mutual  Waiver re  insurance:  Landlord and Tenant  hereby  mutually  waive
     their respective rights of recovery and subrogation  against each other for
     any loss insured by fire,  extended  coverage and other property  insurance
     policies  existing for the benefit of the respective  parties to the extent
     such waiver is  permitted  by such  policies  or  insurance  carriers.  The
     parties  hereto   acknowledge  that  each  shall  notify  their  respective
     insurance companies of this Waiver of Subrogation.

10.5.Liens not permitted:  Lessor's interest in the leased premises shall not be
     subject to liens.

          (a) Tenant  agrees that it shall not enter into any  contract  for the
     Tenant's  Improvement  unless the  following  language  is included in such
     contract:

          "Notwithstanding  anything  herein  contained  to  the  contrary,  the
     contractor  acknowledges that Tenant holds only a leasehold interest in the
     property which is the subject of this contract.  Tenant is not the agent of
     the owner of the property,  and no lien resulting from work performed under
     this contract shall attach to the interest of such owner."

          (b) Tenant  agrees  that it will not  permit any work to be  commenced
     until such time as Tenant has provided Lessor with a fully executed copy of
     the  construction  contract  evidencing  incorporation  of the language set
     forth in Section 10.5(a) above.  In addition,  prior to commencement of the
     work,  Tenant shall post the following notice in a conspicuous place on the
     Leased Premises, and shall assure that such notice is maintained throughout
     the entire course of the construction:

     "NOTICE TO CONTRACTOR, SUBCONTRACTOR, MATERIAL MEN AND LABORERS

     Notice is hereby given that work in these  premises is being  performed for
     Tenant. Tenant is not the agent of the owner of this property, and any lien
     rights shall in no event attach to the interest of the owner"


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          (c) If, for whatever  reason,  any construction or other lien shall be
     filed against the Leased  Premises,  purporting to be for labor or material
     furnished or to be furnished at the request of Tenant,  then Tenant  shall,
     at its expense, cause such lien to be discharged of record by payment, bond
     or  otherwise  as  allowed  by law,  within  ten (10) days after the filing
     thereof. If Lessee shall fail to cause such lien to be discharged of record
     within such ten (10) day period,  Lessor,  in addition to any other  rights
     and  remedies,  may, but shall not be  obligated  to, cause such lien to be
     discharged by payment,  bond or otherwise,  without investigation as to the
     validity  thereof or as to any  offsets  or  defenses  thereto,  and Tenant
     shall, upon demand, promptly within ten (10) days, reimburse Lessor for all
     amounts  paid and costs  incurred  including  attorney's  fees and interest
     thereon at the  maximum  legal rate from the  respective  dates of Lessor's
     payments therefore, in having such lien discharged of record, and, further,
     Tenant  also shall  otherwise  indemnify,  protect,  defend and save Lessor
     harmless from any claims, actions or damages resulting therefrom.

          (d) The  interest  of the  Lessor  shall not be  subject  to liens for
     improvements  made by the Tenant.  The Tenant shall notify all  contractors
     making such Tenant's  improvements of this provision.  The Tenant shall, at
     Lessor's  request,  execute  and  acknowledge  a short  form of this  Lease
     Agreement for recording in the Public Records of Sarasota County,  Florida,
     pursuant  to  subsection  713.10(1),  Florida  Statutes,  or the Lessor may
     instead,  at Lessor's  option,  record the notice  provided  by  Subsection
     713.10(2),  Florida  Statutes,  in the Public  Records of Sarasota  County,
     Florida.

          (e) The Tenant shall indemnify, exonerate and hold the Lessor harmless
     against all claims, actions,  judgments,  damages,  liabilities,  payments,
     liens,  costs  and  expenses,  including,  but not  limited  to  reasonable
     attorney's  fees, legal assistant fees and paralegal fees that the Landlord
     may  suffer or incur and that  result,  directly  or  indirectly,  from the
     design or construction of the Tenant's improvements.

10.6.This Lease shall not be recorded.  However, the Landlord may record a short
     form of this Lease, the form of which is attached hereto as Exhibit E.

11. ASSIGNMENT OR SUBLETTING:

11.1 The Tenant  shall not sell,  assign,  transfer,  mortgage,  hypothecate  or
     otherwise  encumber this Lease or the leasehold interest granted hereby, or
     any interest therein, or permit the use of the Premises or any part thereof
     by any person or persons  other than the Tenant and Tenant's  employees and
     business invitees, or sublet the Premises, or any part thereof, without the
     prior  written  consent of the  Landlord,  which shall not be  unreasonably
     withheld; and notwithstanding any such assignment, mortgage, hypothecation,
     encumbrance  or  subletting,  the Tenant  shall at all times  remain  fully
     responsible  and liable for the payment of the rent and other sums of money
     herein  specified and for  compliance  with all of the  obligations  of the
     Tenant under the terms,  provisions and covenants of this Lease.  If Tenant
     is a corporation,  unincorporated association,  trust or general or limited
     partnership, the sale, new issue, assignment,  transfer or hypothecation of
     any stock or other  ownership  interest of such  entity  which from time to
     time in the aggregate  exceeds  twenty-five  percent (25%) of such interest
     shall be deemed an assignment  subject to the  provisions of this Paragraph
     11.1.

11.2.If Tenant  subleases  or assigns any portion of the Premises and whether or
     not such  sublease or assignment  was consented to, and the rental  exceeds
     the amount of rent due  hereunder,  Tenant  shall pay to Landlord  one-half
     (1/2) of all such excess rent as additional  rent. In no event shall Tenant
     be  permitted to sublease or assign any portion of the Premises at a rental
     amount less than the amount due under the terms of this Lease.


<PAGE>



11.3.Any act  described in Section 11.1 which is done without the consent of the
     Landlord shall be null and void and shall be an Event of Default.

11.4.Landlord  shall  have the  right to sell,  transfer  or  assign  any of its
     rights and obligations under this Lease.

12. SIGNS; ADVERTISING:

     The Tenant shall not place or maintain or permit to be placed or maintained
any signs or advertising of any kind  whatsoever on the exterior of the Building
or on any exterior windows in said Building, or elsewhere within the Premises so
as to be visible from the public  hallways or other public areas of the Building
except such  numerals and lettering on doorways as may be approved and permitted
by the  Landlord  (and the  Landlord  shall have the right to specify  the size,
design,  content,  materials to be used and locations  upon the door of any such
materials and lettering); and the Tenant shall not place or maintain, nor permit
the placing or maintaining,  and shall promptly remove any that may be placed by
Tenant,  of any awnings or other structure or material or machinery or equipment
of any kind  whatsoever  on the  exterior or  extending  to the  exterior of the
Building,  or on the outside  (that is to say, the side not facing inward toward
the interior of the Premises) of any interior wall or partition  separating  the
Premises from other portions or areas of said Building.

13. MAINTENANCE OF INTERIOR OF PREMISES:

13.1.Maintenance:  The Tenant shall take good care of the Premises and shall, at
     the Tenant's own cost and  expenses,  keep in good  sanitary  condition and
     repair and shall promptly make all repairs to the same to the  satisfaction
     of the Landlord,  except for usual and ordinary wear and tear by reasonable
     use and  occupancy  or  fire or  other  casualty;  and at the end or  other
     expiration of the Term, shall deliver up the Premises in the same condition
     as received, ordinary wear and tear by ordinary use thereof, fire and other
     casualty only  excepted.  Landlord may, but shall not be obligated to, make
     any repairs which are not promptly made by Tenant and charge Tenant for the
     cost thereof as rent.

13.2.No set-off:  Tenant waives all rights  (whether  statutory or otherwise) to
     make  repairs at the expense of Landlord,  to cure any alleged  defaults by
     Landlord at the expense of  Landlord,  or to deduct the cost  thereof  from
     rent or other sums due Landlord hereunder.

14. DAMAGE OR DESTRUCTION:

     If the Building is,  without fault of the Tenant,  damaged by fire or other
peril to the extent that the entire Demised  Premises are rendered  untenantable
and cannot be reasonably rendered in as good a condition as existed prior to the
damage  within  sixty (60) days from the date of such  damage,  the Term of this
lease may be terminated by the Landlord or the Tenant by giving  written  notice
to the other party; but if such damage is not such as to permit a termination of
the Term of the Lease as above  provided,  then if such  damage is not caused by
Tenant or  Tenant's  agents,  employees,  guests or  invitees,  a  proportionate
reduction  shall be made in the rent herein reserved  corresponding  to the time
during  which and to the  portions  of the  Premises  of which the Tenant  shall
hereby be deprived of  possession.  The Tenant agrees that Landlord shall not be
responsible  or liable for any loss due to business  interruption  occasioned by
such fire,  casualty or other cause which renders the Premises  untenantable nor
shall Landlord be liable for any damage to Tenant's property or persons.  Tenant
may not  terminate  this  Lease on  account  of any  damage  caused by Tenant or
Tenant's agents, employees, guests or invitees.

15. DEFAULT:

     Upon the happening of any of the following events:

     (a)  Tenant's  continued  default in the payment of any  monthly  rental or
          other payments due hereunder,  including without limitation Additional
          Rent,  taxes and sales tax or any other payment due Landlord under any
          other agreement or contract between Landlord and Tenant; or

<PAGE>



     (b)  Tenant's abandonment or vacating of the Premises, it being agreed that
          non-occupation of the Premises for a period of thirty (30) consecutive
          days  shall be  conclusively  deemed an  abandonment.  Notwithstanding
          anything contained in Florida Statute Chapter 85 to the contrary; or

     (c)  Tenant's voluntarily petitioning for relief under or otherwise seeking
          the benefit of any bankruptcy, reorganization or insolvency law; or

     (d)  A receiver or trustee being appointed for Tenant or its property; or

     (e)  The   filing   of   an   involuntary   bankruptcy,   arrangement,   or
          reorganization petition against Tenant; or

     (f)  Tenant's making an assignment for the benefit of creditors; or

     (g)  Any of the goods, chattels, rights, credits, or effects of Tenant used
          in or  incident  to the  occupation  of  the  Premises  being  seized,
          sequestered,  or impounded by virtue of or under the  authority of any
          legal proceedings; or

     (h)  Tenant's interest under this Lease being sold under execution or other
          legal process; or

     (i)  Any act or  omission of Tenant  which  results in the filing of a lien
          against the Premises; or

     (j)  Any  transfer,  assignment,  subletting  or  encumbering  of  Tenant's
          interest  under this Lease or the  Premises,  by  operation  of law or
          otherwise without the prior written consent of Landlord, which consent
          shall be in the sole and absolute discretion of Landlord; or

     (k)  Tenant's  continued default in the performance or observance of any of
          the  other   covenants  or   agreements   herein   contained  and  not
          specifically  set forth  above for a period of ten (10) days after the
          date of mailing written notice thereof by Landlord to Tenant.

16. REMEDIES:

     Landlord may, in addition to all other remedies  provided by law,  exercise
any one or more of the following  options  which are not mutually  exclusive and
are consistent with the laws of the State of Florida:

16.1.Acceleration:  Declare the entire remaining unpaid rental (whether monthly,
     additional,  percentage or  otherwise)  for the balance of the term of this
     Lease  immediately due and payable forthwith and take action to recover and
     collect the same either by distress or otherwise, or,

16.2.Terminate  Tenant's  right to possession  under this Lease and re-enter and
     take  possession  of the  Premises,  and  relet or  attempt  to  relet  the
     Premises,  or any part thereof, on behalf of and as the agent of Tenant, at
     such rental and under such terms and  conditions  as  Landlord  may, in the
     exercise of Landlord's  sole and absolute  discretion,  deem best under the
     circumstances for the purpose of reducing Tenant's liability,  and Landlord
     shall not be deemed to have thereby  accepted a surrender of the  Premises,
     and Tenant  shall  remain  liable for all rental,  additional  rent and all
     other sums due under this Lease and for all  damages  suffered  by Landlord
     because of Tenant's breach of any of the covenants of this Lease.  Landlord
     shall apply any rentals  received from such reletting first to the expenses
     of Landlord,  if any,  incurred by re-entering  and placing the Premises in


<PAGE>


     condition for  reletting,  and then to the payment of rentals due hereunder
     and other  obligations of Tenant to Landlord  arising under this Lease.  In
     the event  Landlord is  successful in reletting the Premises at a rental in
     excess of that  agreed  to be paid by  Tenant,  Landlord  and  Tenant  each
     mutually agree that Tenant shall not be entitled,  under any circumstances,
     to such  excess  rental,  and Tenant  does  hereby  waive any claim to such
     excess rental. At any time during such repossession or reletting,  Landlord
     may, by delivering  written notice to Tenant,  elect to exercise its option
     under the  following  subparagraph  to accept a surrender of the  Premises,
     terminate and cancel this Lease, and retake possession and occupancy of the
     Premises on behalf of the Landlord.

16.3.Termination and Possession:  Declare this Lease  terminated,  whereupon the
     term herein granted and all right,  title, and interest of Tenant in and to
     the Premises  shall end.  Such  termination  shall be without  prejudice to
     Landlord's right to enforce the collection of any rental, additional rental
     or other sums due or accrued at the termination  thereof, and for such time
     as shall be  required  to evict  Tenant,  together  with all other  damages
     suffered by Landlord as a result of Tenant's default. Upon such termination
     Landlord shall have the right immediately to re-enter the Premises and take
     possession   thereof,   and  Tenant  shall  thereupon  be  deemed  to  have
     surrendered the Premises to Landlord.

16.4.Tenant's  Account:  Pay or perform any  obligation  of Tenant for  Tenant's
     account,  without  prejudice to any other right or remedy of Landlord.  All
     damages,  costs  and  expenses  so  incurred  by  Landlord,  including  any
     interest,  penalties  and  attorneys'  fees,  shall be due and  payable  to
     Landlord on demand.

16.5. Trial Waiver:

     THE PARTIES  HERETO  SHALL,  AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN ANY
     ACTION,  PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
     AGAINST THE OTHER ON ANY MATTERS  WHATSOEVER  ARISING OUT OF, OR IN ANY WAY
     CONNECTED  WITH,  THIS LEASE,  THE  PREMISES  AND/OR ANY CLAIM OF INJURY OR
     DAMAGE.

     Tenant  hereby  consents  to the  jurisdiction  of any  state  court  whose
     jurisdiction includes the county in which the Premises are located.

16.6.Service  Address:  In the event of any action or  proceeding  arising  from
     this Lease or any other agreement to which Landlord and Tenant are a party,
     Tenant  hereby  stipulates  that  service of process  upon Tenant  shall be
     effective at the following address:

                                    Suite 606
                                    One Sarasota Tower
                                    2 North Tamiami Trail
                                    Sarasota, Florida  34236

     Tenant  covenants  that it shall,  within  five (5) days of change,  notify
     Landlord of any new  address for service of process.  In the event that the
     foregoing  address shall  conflict with or otherwise be different  from any
     address  designating a registered  agent with the Secretary of State of the
     State of Florida, then Landlord, at Landlord's election, may elect to serve
     Tenant  utilizing  either address.  In the event Tenant changes its address
     and fails to notify  Landlord of the change within the  aforesaid  five (5)
     day period,  then Tenant  hereby  agrees that it appoints the  Secretary of
     State of the State of Florida as Tenant's duly authorized agent for receipt
     of service of process.


<PAGE>


16.7 Late Payment Interest: If any installment of rent, additional rent or other
     sums due  hereunder is not paid within ten (10) days after it is due,  then
     such  payment  shall bear  interest  at the lower  rate of either  eighteen
     percent (18%) per annum or the maximum rate permitted by law, from the date
     on which it was due  until  the  date on  which it is paid,  regardless  of
     whether  any notice has been given by Landlord  to Tenant.  This  provision
     shall not relieve Tenant from payment of any rent, additional rent or other
     sums due hereunder at the time and in the manner herein specified nor waive
     any other right or remedy of Landlord hereunder.

16.8.Acceptance  of Late  Payments:  The receipt and  acceptance  by Landlord of
     delinquent  rent shall not  constitute  a waiver of any other  default,  it
     shall  constitute  only waiver of timely  payment for the  particular  rent
     payment  involved.  No payment by Tenant or receipt by Landlord of a lesser
     amount than the rent,  additional rent or other sums due shall be deemed to
     be other than on account of the  earliest  stipulated  amounts so due,  nor
     shall any  endorsement  or  statement  on any check or any  letter or other
     writing  accompanying  any check or payment as rent be deemed in accord and
     satisfaction,  and  Landlord  may  accept  such  check or  payment  without
     prejudice  to  Landlord's  rights to recover the balance of such rent or to
     pursue any other right or remedy provided herein or at law or in equity.

16.9 Cumulative Remedies: The remedies of Landlord herein are cumulative and the
     election to proceed by  forfeiture  or  surrender  or  otherwise  shall not
     preclude the exercise of any other remedies  herein  described or otherwise
     provided by statute or general law,  including at law or in equity,  at the
     same time or in subsequent times or actions.

17.  LANDLORD'S RIGHT OF ENTRY:

     The Tenant agrees that the Landlord, or its officers, agents, servants, and
employees  may enter said  Premises at any hour to protect the same  against the
elements,  or  accidents,  or to  effect  repairs  or  replacements,  and,  upon
reasonable notice, at any reasonable hour for the purpose of examining the same,
showing  the  same to  prospective  purchasers  or  tenants,  or for  any  other
reasonable purpose.

18.  NOTICES:

     Any bill, statement,  notice or communication which the Landlord may desire
or be  required  to give to the Tenant  shall be deemed  sufficiently  given and
rendered  if,  in  writing,  delivered  to the  Tenant  personally,  or  sent by
registered or certified  mail addressed to the Tenant at the Building or left at
the  Premises  addressed  to the Tenant,  and the time of the  rendition of such
bill,  statement,  or  notice  shall be  deemed  to be the time when the same is
mailed to the Tenant, or delivered,  or left at the Premises as herein provided.
Any notice to Landlord shall be in writing,  addressed to Landlord at Landlord's
Address (or such  different  address as Landlord may notify Tenant) and shall be
sent first class mail, postage prepaid, certified return receipt requested.

19.  TAXES ON TENANT'S PERSONAL PROPERTY AND TAXES ASSESSED AGAINST RENTALS:

19.1.Personal  Property  Taxes:  The Tenant shall pay promptly  when due any and
     all taxes and assessments  that may be levied or assessed  against Tenant's
     personal  property located in, on or about the Premises and will cause such
     personal  property to be assessed directly to the Tenant. If for any reason
     said  personal  property  cannot,  or is  not  assessed  separately  and is
     included with the Landlord's real or personal property tax assessments, the
     Tenant will upon demand pay to the  Landlord  the amount of taxes levied or
     assessed  against  the  personal  property,  using  for  such  purpose  the
     valuation and rate of tax placed  thereon by the taxing  authority,  if the
     same can be determined and if not, using a reasonable valuation.

19.2.Sales Tax: In addition to the rent  hereinabove  provided  for,  the Tenant
     shall pay to the  Landlord,  promptly  as and when due,  all sales,  use or
     excise taxes,  levied,  assessed or payable on or on account of the leasing
     or renting  provided  for  hereunder,  or on account  for the rent  payable
     hereunder.


<PAGE>



20. ATTORNEY'S FEES AND COSTS OF COLLECTION:

     The Tenant  shall  promptly  pay to the  Landlord all costs and expenses of
enforcement  of this  Lease  and of  collection,  including  without  limitation
attorneys' fees, paralegals' fees, and costs, including appeals, with respect to
any part of said rent and other  charges  and sums of money  herein  reserved or
required by the Tenant to be paid and met, which may be sustained or incurred by
the Landlord after the date the same, or any portion  thereof,  becomes due; and
the Tenant further agrees to pay all  reasonable  costs and expenses,  including
reasonable  attorneys' fees and paralegal fees, including appeals,  which may be
sustained or incurred by the Landlord in or about the enforcement or declaration
of any of the rights or remedies of the Landlord or  obligations  of the Tenant,
whether  arising  under this lease or  granted,  permitted  or imposed by law or
otherwise.

21. PRIOR AGREEMENTS:

     This agreement  supersedes and revokes any and all prior written agreements
between the parties  relating to the Premises,  and all oral agreements  between
the parties  relating to the Premises are hereby merged into this lease;  and no
amendment, modification or variation of this Lease or of any terms or provisions
of this Lease, shall be effectual, binding or valid unless and until the same is
reduced to writing  and  signed by the party to be charged  thereby.  No notice,
request or demand in this  Lease  provided  for may be waived  except by written
waiver thereof signed by the party waiving the same. Submission of this Lease to
or by Tenant shall not create any rights in favor of Tenant until this Lease has
been executed by both Landlord and Tenant.

22. FLOOR PLANS:

     Any floor plan or other  plan,  drawing or sketch  which is  attached to or
made part of this Lease,  such as Exhibit "A", is used solely for the purpose of
a reasonable  approximate  identification  and location of the demised Premises,
and any  markings,  measurements,  dimensions  or notes  of any  kind  contained
therein (other than the outline of the Premises as an approximate identification
and location thereof) having no bearing with respect to the terms and conditions
of this Lease. The design, layout, materials,  structure or other aspects of the
Building  and  Property  may be altered  hereafter  without  affecting  Tenant's
obligations  hereunder.  Tenant acknowledges that neither Landlord nor any agent
or employee of Landlord has made any  representation or warranty with respect to
the Premises, the Building or the Land or with respect to the suitability of the
Premises for Tenant's  intended use unless such are  expressly set forth in this
Lease.  Tenant further  acknowledges that no representations or warranties as to
the state of  construction  or repair of the  Premises,  nor  promises to alter,
remodel,  improve,  repair  decorate  or paint the  Premises,  have been made by
Landlord.  Tenant has  inspected  the Premises and the Building and has verified
the dimensions  thereof to the  satisfaction  of the Tenant;  and the Tenant has
inspected and is familiar with the condition of the elevators, stairways, halls,
air conditioning system and facilities;  and sanitary facilities of the Building
and the Tenant agrees to accept the Premises in their current "as is" condition.

23. NO AUTOMATIC RENEWAL:

     There shall be no extension or automatic renewal of the terms of this lease
unless otherwise  agreed in writing by the parties hereto.  Tenant shall have no
right to hold over and, if Tenant does so with Landlord's consent, same shall be
a tenancy from month-to-month terminable at will by either Landlord or Tenant.

24. BUILDING STANDARDS CRITERIA:

     The Premises are leased in its "as is" condition  without any  modification
or fit out required of the Landlord, except as maybe set forth in Exhibit D.


<PAGE>



25. TERMS, HEADINGS AND JURISDICTION:

     As used herein the  singular  shall  include the plural,  the plural  shall
include the singular,  and each gender shall include the other where the context
shall so  require.  The  headings in this Lease are not a part of this Lease and
shall have no effect upon the construction or interpretation of any part hereof.
This Lease shall be governed by the laws of the State of Florida.

26. CONDEMNATION:

     In the event the whole or any part of the  Building  of which the  Premises
are a part,  other than a part not interfering with the maintenance or operation
thereof  shall be taken or  condemned  for any  public  or  quasi-public  use or
purpose,  the Landlord  may, at its option,  terminate  this Lease from the time
title to or right to  possession  shall  vest in or be taken for such  public or
quasi-public  use or purpose and the  Landlord  shall be entitled to any and all
income,  rent,  awards or any interest  therein  whatsoever which may be paid or
made in connection therewith.

27. SUBORDINATION TO MORTGAGES:

     This lease is hereby made expressly subject and subordinate at all times to
any and all mortgages, deeds of trust, ground or underlying leases affecting the
Premises  which have been  executed  and  delivered  or which will  hereafter be
executed and  delivered  and any and all  extensions  and  renewals  thereof and
substitutions  therefore and to any and all advances made or to be made under or
upon said mortgages,  deeds of trust, ground or underlying leases. Tenant agrees
to execute any instrument or instruments  which the Landlord may reasonably deem
necessary or desirable to effect the  subordination  of this lease to any or all
such  mortgages,  deeds of trust,  ground or underlying  leases and in the event
that  the  Tenant  shall  refuse,  after  reasonable  notice,  to  execute  such
instrument or instruments  which the Landlord may deem necessary or desirable to
effect the  subordination  of the lease to any or all such  mortgages,  deeds of
trust,  ground or  underlying  leases  and in the event  that the  Tenant  shall
refuse, after reasonable notice, to execute such instrument or instruments,  the
Landlord may, in addition to any right or remedy accruing  hereunder,  terminate
this lease  without  incurring any  liability  whatsoever  and the estate hereby
granted is expressly limited accordingly.  The Tenant hereby agrees to attorn to
any future owner of the  Landlord's  interest in the Premises  under this Lease,
whether such occurs by reason of the dispossession of the Landlord or otherwise,
and such shall not constitute a default by Tenant hereunder.

28. ESTOPPEL CERTIFICATES:

28.1.Within  fifteen (15) days after  request of Landlord,  Tenant shall deliver
     to Landlord a duly executed  certificate  stating the Termination Date, the
     Monthly  Rent,  the amount of any prepaid rent and security  deposits,  the
     fact that this Lease is in full force and effect,  the fact that this Lease
     is unmodified (or if modified, the date of the modification),  and the fact
     that  Landlord  is not in  default  (or if a  default  exists,  the  nature
     thereof).  Failure to timely deliver same shall be conclusive evidence that
     the Termination Date and Monthly Rent are as set forth herein,  no rent has
     been paid in advance,  there is no security deposit,  and that there are no
     modifications or Landlord's defaults. Such certificate will be relied on by
     Landlord, prospective lenders or prospective purchasers.

28.2.During the term of Lease and any extensions  thereto,  Tenant (and Tenant's
     Guarantor)  shall  produce  current  financial  statements  as requested by
     Landlord,  any  prospective  purchaser  or lender  or any  lender of record
     within thirty (30) days of written  notification  from  Landlord,  together
     with an opinion of an independent certified public accountant of recognized
     standing to the effect that said financial statements have been prepared in
     conformity with general accepted accounting principles consistently applied
     and fairly  present the  financial  condition  and results of operations of


<PAGE>


     Tenant as of and for the periods  covered.  Tenant  acknowledges  that this
     provision is a material  element of the Lease without which  Landlord would
     not have entered into this Lease.  If Tenant (or Tenant's  Guarantor)  is a
     company which is required to make periodic  reports to the  Securities  and
     Exchange Commission, a copy of Tenant's (or Tenant's Guarantor) most recent
     publicly disclosed financial statements shall be sufficient for purposes of
     this Lease.

29. QUIET ENJOYMENT:

     Landlord  agrees that Tenant,  upon paying the Monthly Rent, all additional
rent and all other sums and charges then due and upon  performing  the covenants
and  conditions of this Lease to be performed by the Tenant,  may enjoy peaceful
and quiet possession of the Premises during the term of this Lease.

30. PARKING SPACES:

     Tenant  shall  have the right to lease six (6)  parking  spaces  within the
Building and Zero (-0-) parking  spaces off premises.  The cost per month of the
parking spaces is as set forth in paragraph 1.14 hereof.

31. LANDLORD'S RIGHT TO ALTER COMMON AREAS:

     Landlord shall have exclusive  control and management over the common area,
and may,  from time to time,  close any portion of the common area to discourage
non-customer  use and may use any portion of the common area in connection  with
any work done by Landlord in the entire Premises,  increase,  reduce,  or change
the number, type, size, location, elevation, arrangement, nature, and use of any
of the common area, or make any installations or modifications thereof expressly
including,  but not limited to, additional stories on the entire Premises or any
portion thereof,  booths, kiosks, temporary or permanent free-standing units and
vending  devices,  or other additions as it deems desirable.  Nothing  contained
herein  shall  subject  Landlord  to any  liability  nor  entitle  Tenant to any
compensation or reduction or abatement of rent for a change of any nature in the
common area nor  constitute an actual or  constructive  eviction.  Landlord also
reserves and shall have the right to change the street  address  and/or the name
of the Building.

32. EXCULPATION

     Notwithstanding  anything to the  contrary  set forth in this Lease,  it is
specifically  understood  and agreed by Tenant that there shall be absolutely no
personal  liability on the part of Landlord,  or his  successors or assigns with
respect to any of the terms,  covenants and conditions of this Lease, and Tenant
shall look solely to the equity of the current or future  owner in the  Property
for the  satisfaction  of each and every  remedy of Tenant in the  events of any
breach by Landlord of any of the terms,  covenants and  conditions of this Lease
to be performed by Landlord.  This exculpation of personal liability is absolute
and without any exception whatsoever.

33. SUCCESSORS AND ASSIGNS:

     Except  as  otherwise  provided  in  this  Lease,  all  of  the  covenants,
conditions and provisions of this Lease shall be binding upon and shall inure to
the  benefit  of  the  parties  hereto  and  their  respective  heirs,  personal
representatives, successors and assigns.

34. REAL ESTATE COMMISSIONS:

     Tenant states affirmatively that he has not had dealings of any nature with
any Real Estate Broker or  Salesperson  other than the  Broker(s)  identified in
this Section. Tenant further agrees to hold Landlord harmless from the claim for
commission,  fees, or expenses of any other party  including Real Estate Brokers
or Salespersons in regard to the obtaining of this Lease.


<PAGE>



     Negotiations for this lease were conducted by ICORR Properties Realty Inc.,
and no other brokers or salespersons  were involved in the  negotiations of this
lease other than as specified herein above. Landlord agrees to hold harmless and
indemnify the Tenant from any and all claims for commission by ICORR  Properties
Realty Inc. or anyone  claiming a commission  by or through it. Tenant agrees to
hold harmless and indemnify The Landlord from any and all claims for  commission
by anyone claiming by or through Tenant.

35. RADON AND HAZARDOUS WASTE

35.1.RADON  IS  A  NATURALLY   OCCURRING   RADIOACTIVE  GAS  THAT,  WHEN  IT  IS
     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.  THE  FOREGOING  NOTICE IS
     PROVIDED  PURSUANT  TO  ss.  404.056(5),  FLORIDA  STATUTES  (1988),  WHICH
     REQUIRES THAT SUCH NOTICE BE INCLUDED IN CERTAIN REAL ESTATE DOCUMENTS.

35.2.Tenant  shall not place in nor store on or about the  Premises  or Building
     nor  discharge,  emit,  dispose or release from on or about the Premises or
     Building,  nor  allow  to  be  placed  onto,  stored  on  or  about,  or be
     discharged,  emitted, disposed or released from on or about the Premises or
     Building,  any pollutants,  hazardous  substances or hazardous  waste;  (as
     defined by and/or as prohibited by any common law or any federal,  state or
     local  statute,  regulation,  ordinance  or other  regulatory  requirement,
     including  without  limitation,  any so-called  "Superfund" or "Super Lien"
     legislation,  relating to the presence of  hazardous  waste on, in or about
     the  Premises)  and shall  indemnify  and hold  Landlord  harmless from and
     against any and all expense, damage, loss or liability incurred by Landlord
     as a  result  of  Tenant's  breach  of this  covenant,  including,  without
     limitation, any response costs, clean-up costs, environmental investigation
     and/or  feasibility  costs, and any and all fines or penalties imposed as a
     result thereof.  Tenant further agrees that, upon request, it shall furnish
     Landlord with such estoppel or other  written  information  as Landlord may
     reasonably   request   with  regard  to  Tenant's   compliance   with  this
     representation and Tenant acknowledges that the covenants in this paragraph
     comprise  a  material  inducement  for  Landlord  to enter  into this lease
     without which Landlord would not have done so.


36. ADDITIONAL PROVISION REGARDING LANDLORD'S LIABILITY

     The  term  "Landlord"  as  used  in  this  Lease  so  far as  covenants  or
obligations  on the part of Landlord are concerned  shall be limited to mean and
include only the owner or owners of the Building at the time in question. In the
event of any  transfer or  transfers  or  conveyances,  the then  grantor  shall
automatically  be freed and released from all personal  liability  accruing from
and after the date of such transfer or conveyance as respects the performance of
any covenant or obligation on the part of Landlord contained in this Lease to be
performed. It being intended hereby that the covenants and obligations contained
in this Lease on the part of  Landlord  shall be binding  on the  Landlord,  its
successors and assigns only during and in respect to their respective successive
periods of ownership.

37. THE AMERICANS WITH DISABILITIES ACT:

     The Tenant hereby agrees to abide by all of the provisions of The Americans
With  Disabilities  Act, 28 CFR Part 36, highlights of which are attached hereto
as Exhibit F.

38. BUILDING RULES AND REGULATIONS:

     Tenant agrees that it shall at all times abide with the Building  Rules and
Regulations attached hereto as "Exhibit B".

39.  PERFORMANCE:  No  agreement  unless it is  incorporated  into this lease is
binding.  TIME IS OF THE  ESSENCE OF THIS  CONTRACT.  This lease  shall bind and
inure to the benefit of the successors and assigns of the parties hereto.

40. ADDITIONAL PROVISIONS: See attached Exhibit D.

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


WITNESS:                      Landlord:
                                      ONE SARASOTA TOWER INC.


By:/s/ Ian Black
-------------------------
, as Authorized Agent



WITNESS:                      Tenant:
                                    CORE CARE DELAWARE, INC.


By: Lyle
-------------------
as
its:





<PAGE>




                                    EXHIBIT A

                             FLOOR PLAN OF PREMISES




<PAGE>




                                    EXHIBIT B

                               ONE SARASOTA TOWER


                          BUILDING RULES & REGULATIONS

OPERATING HOURS

Standard  operating hours for One Sarasota Tower are from 8:00 a.m. to 6:00 p.m.
Monday through Friday and 8:00 a.m. to 1:00 p.m. Saturday. Closed Sunday and all
legal holidays. On request of Tenant,  Landlord will furnish air conditioning or
heating  outside of The Standard  Building  Operating  hours as herein  defined,
provided  that Tenant shall  reimburse  Landlord for the cost to the Landlord of
providing such air  conditioning  or heating.  The cost to the Landlord shall be
established by multiplying the period of time the air conditioning or heating is
supplied by the average kilowatt/hour charged the Landlord by the public utility
providing electricity to the building.

1. For off hour entry,  security measures have been  established.  This may mean
individual keying, card entry or watchman sign-in stations.

2. Appropriate  identification will be required for any persons wishing to enter
the building during non-standard operating hours.

BUILDING DIRECTORIES

Directories  will be supplied by the  Landlord to show the name and  location of
the Tenants only. One name will be displayed.  Additional names must be approved
by the Landlord and paid for by the Tenant.

GENERAL  CLEANING - General  cleaning will be carried out Monday through Friday,
holidays excepted, except that end of day Friday cleaning will be carried out on
Sundays, to preserve freshness for Monday mornings.

     A. Public Areas

1.   All stone, ceramic, tile, marble,  terrazzo,  composition and other unwaxed
     flooring  shall be swept  and  washed  nightly,  using  approved  unscented
     dust-down preparations.

2.   All  wood,  vinyl and other  similar  types of floors to be swept  nightly,
     using  dust-down  preparations  and dry mopped or  cleaned  with a material
     specified  by the  manufacturer  to remove any  foreign  matter.  If wax is
     required, it shall be of the non-skid type and applied monthly.

3.   Carpets shall be vacuumed nightly and foreign matter removed with a product
     specified by the carpet institute compatible with the carpet fibers.

4.   Metal work shall be wiped down nightly and polished monthly if needed.

5.   Stairwells  shall be  checked  nightly  and swept or washed as needed to be
     kept neat and clean.

6.   Elevator doors shall be wiped down nightly and all finger marks and foreign
     matter removed both inside and out.

7.   Public  telephone  booths shall be treated as above with special care given
     to maintain neat telephone books. Spray mouthpiece with disinfectant.

8.   Water  fountain to be washed  nightly with  special  attention to the areas
     around the fountain.


<PAGE>


9.   Plants, sculpture and other decorations shall be polished nightly to remove
     foreign matter, etc.

10.  Public  areas  shall be policed  on a set  schedule  throughout  the day to
     maintain the desired appearance.

     B. Building Staff Areas

1.   Workshops shall be kept neat.

2.   Slop sinks shall be washed after use.

3.   All service areas shall be given daily attention.

     C. Lavatories

1.   Wash all lavatory floors nightly with  non-scented  disinfectant and remove
     any foreign matter.

2.   Wash tile  walls and  toilet  stall  enclosures  at least once a week or as
     necessary.

3.   Clean mirrors, shelves and chrome fixtures nightly.

4.   Wash and disinfect all sinks, urinals and toilets nightly.

5.   Empty all waste paper receptacles nightly.

6.   Fill toilet  tissue  holders and paper  towel  holders and soap  dispensers
     nightly; also sanitary napkin machines.

7.   Check and report condition of toilet stall handles, locks, etc.

     D. Office Areas

1.   Empty all waste baskets nightly.

2.   Vacuum rugs and carpets and sweep uncarpeted areas nightly.

3.   Hand dust all horizontal surfaces within reach.

4.   Dust wood chair and table rungs and supports nightly.

5.   Vacuum upholstered furniture every two weeks.

6.   Once a month all surfaces not within normal reach will be dusted.  Vertical
     surfaces  such as doors,  walls,  cabinets and movable  partitions  will be
     wiped down.

7.   Window blinds will be cleaned monthly.

FREIGHT AND LARGE ITEMS

The freight elevator must be used to move items in or out of the building.  This
requires the Tenant to schedule or notify the building personnel of the need for
the elevator so as to eliminate  confusion.  Every effort will be made to comply
but priorities and unforeseen conditions often make compliance difficult.

Any damage  done to the  premises by the moving of the  Tenants'  items shall be
repaired at the Tenants' expense.

Removal from the Tenant's spaces of large amounts of cartons or debris requiring
time of  building  personnel  beyond  standard  cleaning  time will be billed to
Tenant.


<PAGE>



At times,  items leaving the building  will be checked by building  personnel to
ascertain ownership.

TENANT IMPROVEMENTS

All plans and  specifications  for Tenant  fix-up,  improvements  and any future
alterations shall be approved by Landlord.

SIGNS AND DISPLAYS

Each Tenant shall have a sign to identify the business.

For  offices,  the sign must conform to size and  location  established  for the
building.

The design and color must be approved by the Landlord.

Signs cannot be affixed to office  entrance doors except in unusual  conditions.
For retail stores,  signs must be compatible  with the design of the store front
and the surrounding areas. Special attention must be given to color and lighting
so as to maintain the design integrity of the building both inside and out.

Signs  used  within  the store and  visible  to the  public  must be of a style,
material and character in keeping with the building.  No paper signs can be used
or fastened to the  windows.  No easels will be  permitted  in the lobby area in
front of the store.

All sign designs  shall be approved by Landlord  and the  Landlord  reserves the
right to have any signs or  displays  removed  that do not  conform  to the high
standards of the building.


OBSTRUCTION OF TRAFFIC AISLES AND CORRIDORS

All  Tenants  shall not  place any item of  furniture  or  equipment  or sign or
display or any other item in a  corridor  or aisle or lobby or any other  space,
that will  impede  access or clutter  the area.  We realize  that at times it is
necessary  to place things  outside of the demised  premises in order to perform
certain tasks. However, we expect that every effort will be made to remove these
as fast as possible.  If the items remain  overlong,  the Landlord  reserves the
right to remove them and will charge the Tenant for handling and storage.

ADVERTISING, PROMOTIONS, ETC.

Neither the name of the building  nor the picture of the building  shall be used
for any type of promotion  without  consent of the  Landlord,  which will not be
unreasonably  withheld.  Also advertising,  brochures,  promotions,  etc., which
large  numbers  of  people  will  be  arriving  or the  lobby  will be used as a
reception  or staging  area,  must be approved by the  Landlord.  If  additional
building personnel are needed, a charge will be established for their service.

DAMAGING OR DEFACING PREMISES

The Landlord  desires to maintain the building in a  first-class  condition.  To
this end,  a  schedule  of  repainting  and  refinishing  of all  areas  will be
followed. Any surfaces such as window sills, walls, doors, window coverings etc.
damaged by the Tenant or visitors  to the Tenant  spaces will be repaired by the
building and all costs will be billed to the Tenant.

All damages  will be repaired  as soon as  possible  to  maintain  the  building
appearance.

<PAGE>



Tenant shall not do any painting, floor laying, cutting, drilling or other major
work in his premises without the consent of the Landlord.

Tenant  shall not  install any heavy  articles  such as a safe  without  express
consent of the Landlord.  Should it be necessary to reinforce the floor etc. and
it is possible, it will be done at Tenant's expense.

WINDOWS, ETC.

The Tenant shall not attach anything to the windows.

Building standard window coverings will be used in all office windows.

Should the Tenant install  drapes,  they shall be hung on the office side of the
standard window coverings and must not be visible from the street.

No  obstruction  shall be built or placed at the windows  that would  impede the
work of the window washers.

ELECTRONIC DEVICES

We are in the age of electronics and the use of these devices will increase.

It is imperative  that all electronic  items be controlled so as not to conflict
with the operation of equipment in adjoining offices or throughout the building.

The Landlord does not want to be a watchdog in these  matters.  However,  should
conflicts  be brought  to our  attention  and in an effort to  maintain a happy,
productive working climate, we will take the necessary action within our power.

VENDING EQUIPMENT AND FOOD

Vending or food  service  equipment  will not be  allowed  in the office  areas.
Coffee makers, hot water makers and water coolers are the exception.

<PAGE>


                                    EXHIBIT C



                           BUILDING STANDARDS CRITERIA

SPECIFICATIONS

<TABLE>
<S>                     <C>
CEILINGS:               Suspended acoustical tile installed over entire net usable area:  2'
                        x 2' module with a reveal edge tile, U.S. Gypsum Co. Acoustone
                        with "Glacier" finish.

FLOORS:                 Carpet installed over entire net usable area; tufted cut pile, 30 oz. 2 ply,
                        nylon Class 1. Direct glued to concrete slab.

BASE:                   Resilient base along all walls within Tenant area;  4" high, cove
                        style, 1/8" thick

INTERIOR PARTITIONS:    Gypsum wallboard supplied at a rate of 65 lin. ft. per 1,000 sq. ft. of net
                        usable area.  Constructed from floor-to-ceiling, 5/8" thickness of
                        gypsum wallboard on either side of a deep metal stud at 2' o.c.  All
                        joints are taped and sanded.

PARTY & CORRIDOR        Gypsum wallboard supplied at a  rate of 65 lin. ft.
PARTITIONS:             per 1,000 sq. ft. of usable area. Constructed from
                        floor-to-structure, 5/8" thickness of fire rated gypsum board on
                        either side of a metal stud at 2' o.c.  Wall cavity is filled with
                        1-1/2" thick sound attenuation blanket.  All joints are taped and
                        sanded.

ENTRY DOORS:            Full height to ceiling supplied at a rate of one door per 2,500 sq. ft. of net
                        usable area.  3-3/4" thick, solid core construction, 3' - 0" wide.
                        Finish is stained Mahogany.  Door frame is drywall type steel, Grade
                        II, Model One, 18 gauge construction.

INTERIOR DOORS:         Full height doors to be supplied at a rate of three doors per 1,000 sq .ft. of
                        net usable area. 8' - 6" high, 1-3/4" thick, solid core construction,
                        3'0" wide.  Finish is stained Mahogany.  Door frame is drywall type
                        steel, Grade II, Model One, 18 gauge construction.

WALL FINISH:            All wall surfaces receive two coats of flat finish latex paint.  All door
                        frames to be painted with two coats of enamel.

WINDOW COVERINGS:       1" narrow slat horizontal blinds in each exterior window.  Building standard
                        color, white baked enamel with all necessary operating hardware.

LIGHT FIXTURES:         2' x 4' lay-in-fluorescent, 3 tube, acrylic parabolic lens fixture supplied at
                        the rate of 12 fixtures per 1,000 sq. ft. of net usable area.

MECHANICAL:             Design conditions provide for 75 cooling in summer and 72 heating in
                        winter.  Cool and warm air exterior zones are supplied through 2" x
                        4'0" linear diffusers along exterior perimeter.  Cool air interior
                        zones are serviced by lay-in diffusers served by 10' of flexible
                        ducts at the rate of 6.5 units per 1,000 sq. ft. of net usable area.

SPRINKLERS:             White enameled semi-recessed pendant heads in accordance with the
                        National Fire Protection Association Guide No. 13 and supplied at a
                        rate of one head per 196 sq. ft. of net usable area.

ELECTRICAL:             Duplex electrical outlets, 110 volts, are supplied at a rate of six
                        per 1,000 sq. ft. of net usable area.  Building standard color with
                        ivory plastic cover plates.  Toggle light switches are supplied at a
                        rate of five per 1,000 sq. ft. of net usable area.  Building standard
                        color with ivory plastic cover plates.

HARDWARE:               Tenant Entrance and Interior Doors
                        Lock - Sargent Lever Handle
                        ALL HARDWARE TO BE US #10 BRASS FINISH
</TABLE>


<PAGE>


                                    EXHIBIT D

                               SPECIAL PROVISIONS

I.   CONSUMER PRICE INDEX CALCULATION

     At the  expiration  of each Lease Year,  the Base Rent shall be adjusted in
accordance with this paragraph.  For the purposes of this paragraph,  the "Price
Index" shall be the Consumer  Price Index obtained from the Monthly Labor Review
as published by the Bureau of Labor  Statistics,  United  States  Department  of
Labor,  United  States All Urban  Consumers  (CPI-U)  (1982-84  = 100).  For the
purposes of computing  the adjusted Base Rent,  the  following  formula shall be
applied.

     First,  the Consumer  Price Index shall be  determined  for the third month
prior to the end of the applicable twelve (12) month period of this Lease;

     Second,  the Consumer  Price Index shall be determined  for the third month
prior to the beginning of that twelve (12) month period of this Lease;

     Third, a decimal  fraction shall be obtained by using the first  percentage
figure as the numerator and the second percentage figure as the denominator;

     Fourth, the decimal fraction as determined above shall be multiplied by the
Base Rent, as the same may have been previously adjusted;

     Fifth,  the product of such  multiplication  shall be the Base Rent for the
succeeding twelve (12) month period,  until the same shall have been adjusted as
set forth herein.  The increase in Base Rent shall not in any event be less than
three and one-half percent (3.5%), nor greater than five percent (5%).

     Change of Price  Index.  If the Price  Index is changed so that the initial
Price Index  differs from that used in any  succeeding  years during the term of
this Lease,  the Index shall be  converted  in  accordance  with the  conversion
factor  published  by the United  States  Department  of Labor,  Bureau of Labor
Statistics.  If the Price Index is discontinued or revised during the term, such
other government index or computation with which it is replaced shall be used in
order to obtain substantially the same results as would be obtained if the Price
Index had not been discontinued or revised.

II.  CORPORATE TENANT.

     If the Tenant is a  corporation,  this lease shall not be valid and binding
until Tenant has delivered to Landlord a true and correct copy of:

     1)   The Articles of  Incorporation  and  Certificate of Good Standing from
          the State of Delaware, and;
     2)   Certificate  of Good  Standing or  Certification  of  Admission  to do
          business in the State of Florida, if a foreign corporation.

III. LANDLORD UPGRADES/IMPROVEMENTS:

A.   The Premises are leased in an "as is" basis.
B.   Landlord will construct a doorway between Suites 606 and 608.
C.   Landlord will paint the walls in Suite 608.
D.   Landlord will  redecorate  Suite 606 where necessary to have it comply with
     the Building Standard finish.


<PAGE>



                                    EXHIBIT E
                                SHORT-FORM LEASE

     THIS AGREEMENT made this _______ day of _________________, 200_____, by and
between ONE SARASOTA TOWER INC., a Florida corporation, (hereinafter referred to
as "Landlord") and (herein referred to as Tenant").

                                   WITNESSETH:

     The  Landlord,  in  consideration  of the  rents  reserved  and the  terms,
covenants,  agreements,  and conditions  contained in a certain Lease  Agreement
between the same parties  dated  ___________________________________,  20_____ ,
hereby leases to and Tenant hereby takes from the premises  known as Suite , One
Sarasota Tower, Sarasota,  Florida for the term commencing on _________________,
20_____,  as adjusted for completion of Tenant  improvements and which lease may
be  extended  or renewed  for  additional  terms of ( ) years each on the terms,
covenants,  conditions,  and  agreements  contained  in  the  said  lease  dated
______________________________, 20______.

     The herein  described  Lease  prohibits  liability for  construction  liens
against the Landlord's  interest in the demised  premises,  as more particularly
set forth in Paragraph 7,  Additions  and  Alterations,  of the said lease dated
____________________________, 200__.

Signed, sealed and delivered
in the presence of:

WITNESS:                     Tenant:


By:   /s/ Lyle                     (Seal)
----------------------
        , as President


                             ONE SARASOTA TOWER INC.


By: Timothy S. Novak               (Seal)
----------------------
   , as


STATE OF FLORIDA
COUNTY OF ________________

     The  foregoing  instrument  was  sworn to and  acknowledged  before me this
_______        day        of        _________________,         200____        by
__________________________________________ as its _________________________, who
is      personally      known     to     me     or     who     has      produced
_____________________________________________ as identification and who did (did
not) take an oath.

                                         _______________________________________
                                         Notary Public (Seal)
                                         _______________________________________
                                         Print or type Notary Name
                                         State of Florida at Large
                                         My Commission Expires:



STATE OF FLORIDA
COUNTY OF ________________

     The  foregoing  instrument  was  sworn to and  acknowledged  before me this
_______        day        of         _________________,         200___        by
__________________________________________ as its _________________________, who
is      personally      known     to     me     or     who     has      produced
_____________________________________________ as identification and who did (did
not) take an oath.

                                         _______________________________________
                                         Notary Public (Seal)
                                         _______________________________________
                                         Print or type Notary Name
                                         State of Florida at Large
                                         My Commission Expires:



<PAGE>




                               ASSIGNMENT OF LEASE


     This Assignment of Lease made this ____ day of  ________________,  2002, by
and  between  CORE CARE  DELAWARE,  INC.,  a Delaware  corporation,  hereinafter
referred to as "Core  Care," and  SURGICAL  SAFETY  PRODUCTS,  INC.,  a New York
corporation, hereinafter referred to as "SSPI."

                              W I T N E S S E T H :

     WHEREAS,  Core  Care  and One  Sarasota  Tower  Inc.  entered  into a Lease
Agreement  (the  "Lease")  dated March 23,  2001,  for Suites 606 and 608 of the
building located at Two North Tamiami Trail, Sarasota, Florida, and;

     WHEREAS,  Core Care desires to assign all of its right,  title and interest
in and to the Lease to SSPI; and

     WHEREAS,  Core Care and SSPI  desire  that One  Sarasota  Tower,  Inc.,  as
Landlord, consent to the assignments.

     NOW, THEREFORE,  upon the mutual covenants and conditions contained herein,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

(f)  Recitals: The hereinabove set forth recitals are true and correct.

(g)  Assignment:  Core Care hereby assigns all of its right,  title and interest
     in and to the Lease to SSPI.

(h)  Assumption:  SSPI hereby assumes the obligations of the Tenant as set forth
     in the Lease and agrees to abide by all of the terms and conditions of said
     Lease and to perform any and all obligations as specified therein.

(i)  Obligations:  Core Care has not been  released  from the  obligations  as a
     Tenant  pursuant to the terms of the Lease and shall remain  liable for all
     obligations thereunder as if Core Care remained as a Tenant.

(j)  Approval by Landlord:  This Assignment is subject to review and approval by
     the Landlord.





CORE CARE DELAWARE, INC.,
a Delaware corporation

by: Lyle
-------------------

as its:



SURGICAL SAFETY PRODUCTS, INC.,
a New York corporation

By: /s/ Timothy S. Novak
---------------------------------
      Timothy S. Novak, as President



CONSENT:

     One  Sarasota  Tower  Inc.,  as  Landlord,  hereby  consents  to the herein
contained  Assignment  of Lease  from  Core  Care  Delaware,  Inc.,  a  Delaware
corporation, to Surgical Safety Products, Inc., a New York corporation.

One Sarasota Tower

by:  /s/ Ian Black
         Ian Black
         as its Authorized Agent


This instrument prepared by:
J. GEOFFREY PFLUGNER, ESQ.
ICARD, MERRILL, CULLIS, TIMM,
FUREN & GINSBURG, P.A.
2033 Main Street, Suite 101
Sarasota, Florida 34237
(941) 366-5707


<PAGE>


                          AMENDMENT TO LEASE AGREEMENT

     This   Agreement  is  made  and  entered  into  as  of  the  _____  day  of
_________________,  2002 between ONE SARASOTA TOWER INC., a Florida corporation,
(the  "Landlord") and SURGICAL SAFETY  PRODUCTS,  INC., a New York  corporation,
(the "Tenant").


                              W I T N E S S E T H :

     WHEREAS,  Landlord and CORE CARE  DELAWARE,  INC.,  a Delaware  corporation
("Core  Care"),  entered into a Lease  Agreement  (the "Lease")  dated March 23,
2001, for Suites 606 and 608 of the building located at Two North Tamiami Trail,
Sarasota, Florida; and

     WHEREAS,  Core Care assigned all of its right, title and interest in and to
said Lease to Tenant about May 8, 2002; and

     WHEREAS, Tenant desires to amend the Lease to delete Unit 606.

     NOW THEREFORE,  upon the mutual covenants and conditions  contained herein,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:

(k)  Release:  Upon the performance of all of the terms and conditions contained
     below, Tenant shall be released from its obligations  pursuant to the Lease
     as to Unit 606;  provided,  however,  that all payments due under the Lease
     are paid in full,  and Tenant is not in  default  under any of the terms or
     conditions of the Lease.

(l)  Surrender Date: Tenant shall vacate Unit 606 on or before June 1, 2002.

(m)  Separation of Units:  Tenant shall pay all expenses  incurred for replacing
     the wall between Units 606 and 608.

(n)  Parking:  Tenant shall cease  occupancy of three (3) of its parking spaces.
     Tenant  shall  retain  occupancy o three (3) parking  spaces,  for which it
     shall pay $45.00 per month, per space.

(o)  Leasing Fee: Tenant shall pay to ICORR Property Realty, Inc., a Leasing Fee
     in the amount of $6,745.14.

(p)  Rent: The monthly base rent for Unit 608,  beginning June 1, 2002, shall be
     $4,446.48,  plus sales tax.  Future rent  escalations  shall be  calculated
     according to the provisions contained in the Lease.

(q)  Security Deposit:  Tenant currently has on deposit with Landlord a Security
     Deposit in the amount of $7,070.00.  Landlord  shall retain  $4,180.00 as a
     Security  Deposit for Unit 608,  and shall  apply the balance of  $2,890.00
     toward  payment of the costs of replacing  the wall  between  Units 606 and
     608, and the Leasing Fee.


(r)  Parker Walter Group Lease: This Agreement is conditioned upon the execution
     by the Parker  Walter  Group,  Inc. of a new lease for Unit 606,  effective
     June 1, 2002.

     Except as specifically  modified herein, the terms of the Lease will remain
in full  force and  effect.  Any terms not  defined  herein  shall have the same
meaning as the definition of that term in the Lease.

     IN WITNESS  WHEREOF,  Landlord and Tenant have caused this  Agreement to be
duly  executed  the date  first  above  written,  by their  officers  or parties
thereunto duly authorized.


                                              LANDLORD:

WITNESSES:                                    ONE SARASOTA TOWER INC.

                                              /s/ Ian Black
                                              ------------------------
Witness Signature                             Ian Black, as its Authorized Agent

Witness Printed Name

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Witness Signature
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Witness Printed Name

                                              TENANT:

                                              SURGICAL SAFETY PRODUCTS, INC.


                                              /s/ Timothy S. Novak
                                              -------------------------
Witness Signature                             By Timothy S. Novak, as President

Witness Printed Name

_______________________________
Witness Signature
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Witness Printed Name