PROMISSORY NOTE
                                ---------------

                                               

$350,000.00                                 Coral Springs, Florida
                                            January 22, 1999

         For value received, the undersigned, CUIDAO HOLDING CORP., a Florida
corporation ("Borrower"), promises to pay to the order of EM-STAR MORTGAGE CO.,
a Florida corporation ("Lender"), located at 10175 West Sample Road, Coral
Springs Florida 33065, or such other place as designated by Lender in writing,
the principal sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) together
with interest thereon at the rate of TWELVE AND ONE-HALF PERCENT (12.5%) per
annum from the date hereof to be paid in lawful money of the United States of
America. The first installment of $3,645.83 shall be due and payable on March 1,
1999, and on the first day of each and every month thereafter until February 1,
2002, at which time the entire remaining principal balance together with
interest accrued thereon shall be due and payable in full.

         This Note may be prepaid only upon payment of a prepayment charge of
four percent (4%) of the amount of principal prepaid before February 1, 2001,
and a prepayment charge of two (2%) percent before November 1, 2001. Thereafter,
this note may be prepaid without premium, penalty or notice. This prepayment
premium shall apply regardless of whether the prepayment is voluntary and
regardless of whether Lender has exercised Lender's right to accelerate this
Note in the event of a default. All payments shall be applied first to accrued
interest and then to escrows for reserves, if any, and then to a reduction of
the principal indebtedness. No prepayment shall relieve Borrower from making the
next payment due hereunder.

         Upon ten (10) days default in the payment of any sums due hereunder or
in the performance of any covenant of the Mortgage securing this Note, the terms
of which are incorporated herein by reference, the entire principal amount and
all accrued interest thereon shall at once become due and payable at the option
of the Lender. Failure to exercise this option shall not constitute a waiver of
the right to exercise such option in the event of subsequent default. While in
default such sums shall bear interest at the highest rate allowable under the
laws of the State of Florida. This default interest rate, rather then the
statutory rate, shall also be applicable to any judgment or decree resulting
from a default under this Note. Borrower and all sureties, guarantors and
endorsers hereof hereby waive presentment, notice of dishonor and protest and,
upon default, agree to pay all costs of collection including reasonable
attorney's fees and collection costs, which shall be charged to Borrower at one
and one-half times the cost incurred by Lender, and a default fee to Lender
equal t three (3%) percent of the unpaid principal balance. The maturity date of
this Note, or any payment hereunder, may be extended from time to time, at the
Lender's sole option, without in any way affecting the liability of Borrower or
endorsers, or guarantors of this Note.

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<PAGE>




         Provided the Lender has not exercised Lender's right to accelerate this
Note as provided herein, in the event any required payment on this Note is not
received by Lender within five (5) days after the payment is due, Borrower shall
pay Lender a late charge of ten (10%) percent of the late payment. If Lender has
exercised Lender's right to accelerate this Note and if Lender, at Lender's sole
option, agrees to allow the Note and Mortgage to be reinstated, Borrower shall
pay Lender a reinstatement fee equal to three (3%) percent of the outstanding
principal balance. The parties agree that these charges are fair and reasonable
charges for the late payment and shall not be deemed a penalty.

         Borrower does not intend or expect to pay nor does the Lender intend or
except or collect any interest greater than the highest legal rate of interest
which may be charged under applicable law. Should the acceleration hereof or any
charges made hereunder result in the computation or earning of interest in
excess of such legal rate, any and all excess shall be and the same is hereby
waived by the Lender, and nay such excess shall be credited by the Lender t the
balance hereof.

                                             CUIDAO HOLDING CORP., a
                                             Florida corporation


                                             By:/s/  C. Michael Fisher    
                                                     -----------------    
                                                     C. MICHAEL FISHER,
                                                     President



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W/C TRI-COUNTY for:

This Instrument Prepared By:
Henry W. Johnson, Esq.
Hume & Johnson, P.A.
Hume & Johnson, P.A.
1401 University Drive, #301
Coral Springs, Florida 33071

                         MORTGAGE AND SECURITY AGREEMENT
                         -------------------------------

         This Mortgage and Security Agreement is made this 22nd day of January
1999, between the mortgagor, CUIDAO HOLDING CORP., a Florida corporation
("Borrower"), whose post office address is 3201 West Griffin Road, Suite 204,
Fort Lauderdale, Florida 33312, and the mortgagee, EM-STAR MORTGAGE CO.
("Lender"), whose post office address is 10175 West Sample Road, Coral Springs,
Florida 33065.

         Borrower for good and valuable considerations and also in consideration
of the aggregate sum named in the Mortgage Note (the "Note"), a copy of which is
attached hereto as Exhibit "A" and made a part hereof, does hereby mortgage,
grant and convey to Lender the real property described as follows:

                  The South 174 feet, less the East 150 feet thereof, of
                  that portion of Parcel b lying between N. 29th Court and

                  N. 30th Avenue, as shown on the Plat of SOUTH FLORIDA
                  INDUSTRIAL PARK, according to the Plat thereof, as recorded in
                  Plat Book 63, Page 38, of the Public Records of Broward
                  County, Florida.

         Together with all the improvements now or hereafter erected on the
property, all fixtures, equipment and machinery now or hereafter located on the
property, all landscaping now or hereafter growing or planted on the property,
and all replacements and additions hereto; together with all easements,
rights-of-way, mineral, oil and gas rights, riparian and littoral rights, and
all hereditaments, tenements and appurtenances now or hereafter attaching to the
property; together with all rents, royalties, issues, income and profits from
the property and the abstract of title to the property, which are hereby
specifically assigned and pledged to Lender as additional security for the
payment of the Note; all of which, together with the above-described real
property, are hereinafter referred to as the "Property".

         Borrower covenants that Borrower is lawfully seized of the Property,
that Borrower has the right to mortgage, grant and convey the Property, that
Borrower shall warrant and defend the title to the Property and that the
Property is free and clear of all encumbrances.


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<PAGE>



         Provided always that if Borrower shall promptly pay the Note to Lender,
and all other indebtedness or liability that may become due or owing hereunder
and secured hereby, and shall faithfully and promptly comply with and perform
each and every other covenant and provision herein to be complied with and
performed by the Borrower, than this Mortgage and the estate hereby created
shall cease and be null and void.

         The Borrower further covenants and agrees as follows.

         1. PAYMENT OF PRINCIPAL AND INTEREST. Borrower shall promptly pay when
due the principal and interest on the indebtedness evidenced by the Note, and
the principal and interest on any future advances secured by this Mortgage.

         2. TAXES AND ASSESSMENTS. Borrower shall pay all taxes and assessments
levied or assessed against the Property before they become delinquent, and in
not event permit the Property, or any part thereof, to be sold for nonpayment of
taxes or assessments. Borrower shall promptly furnish to Lender receipts
evidencing such payments.

         3. HAZARD INSURANCE. Borrower shall keep the improvements now existing
or hereafter erected on the Property insured against loss and damage by fire,
hazards included within the term extended coverage," and flood, as well as
personal liability coverage, in an amount not less then the full insurable value
thereof, with an insurer having an A rating or better in the A.M. Best Rating
Guide. Borrower shall promptly pay all premiums for such insurance when due. All
insurance policies and renewals thereof shall be in a form acceptable to Lender
and shall include a standard mortgages clause in favor of and in a form
acceptable to Lender. Lender shall have the right to hod the policies and the
renewals thereof, and Borrower shall promptly furnish to Lender all renewal
notices and all receipts of paid premiums. In the event of loss, Borrower shall
give prompt notice to the insurance carrier and to Lender. Lender may make proof
of loss if not made promptly by Borrower. Unless Lender and Borrower otherwise
agree in writing, insurance proceeds shall be applied to restoration or repair
of the Property, provided such restoration or repair is economically feasible
and the security of this Mortgage is not thereby impaired. If such restoration
or repair is not economically feasible or if the security of this Mortgage would
be impaired, the insurance proceeds shall be applied to the sums secured by this
Mortgage, which the excess, if any paid to Borrower. If the Property is
abandoned by Borrower, or if Borrower fails to respond to Lender within 30 days
from the date notice is mailed by Lender to Borrower that the insurance carrier
offers to settle a claim for insurance benefits, Lender is authorized to collect
and apply the insurance proceeds at Lender's option either to restoration or
repair of the Property or to the sums secured by this Mortgage.

         4. ESCROW FOR TAXES AND INSURANCE. Lender may, at Lender's option,
require Borrower to deposit with Lender, on the date of each regular payment as
required by the Note, until the Note is fully paid, an amount equal to one
twelfth or such proportionate share of the annual premiums for insurance and

                                        2

<PAGE>



annual real and personal property taxes and assessments as estimated by the
Lender to be sufficient to enable the Lender to Pay such charges at least 30
days before they become due. Such deposit shall be placed by Lender in an
account segregated from Lender's operating account(s) in a financial institution
whose accounts are insured by the Federal Government. No interest shall be
payable on such funds. Upon Lender's demand, Borrower agrees to deliver to
Lender such additional monies as are necessary to enable Lender to pay such
insurance premiums, taxes and assessments when due. In the event of default in
the Note or this Mortgage, Lender may apply any deposits so held, as well as any
return premium received from the cancellation of any insurance policy by Lender
upon the foreclosure of this Mortgage, to the indebtedness secured by this
Mortgage.

         5. MAINTENANCE AND PROTECTION OF PROPERTY. Borrower shall keep the
Property in good repair and shall not commit waste or permit impairment or
deterioration of the Property and shall comply with all laws and governmental
regulations and rules affecting the Property or its operation. If this Mortgage
encumbers a unit in a condominium or in a planned unit development, Borrower
shall abide by and perform all of Borrower's obligations under the documents
creating or governing the condominium or the planned unit development, including
the payment of assessments or charges, if any. Borrower warrants and represents
to Lender that: (a) the past and current use of the Property complies with all
Federal, State and Local environmental laws; (b) Borrower has no notice
whatsoever of any violations or of the commencement or threat of any action or
investigations by any governmental authority in connection with environmental
matters; (c) Borrower shall comply with all present and future environmental
laws and orders of any governmental authority and will take remedial action upon
the discovery of any violation of environmental laws or regulations.

         6. ADVANCES BY LENDER. Lender may at Lender's option, advance money
that should have been paid by Borrower in order to protect the lien or security
of this Mortgage. Borrower shall repay such monies immediately upon notice from
Lender to Borrower requesting payment thereof and such funds advanced by Lender
shall bear interest at the maximum rate allowed by law and shall be considered
additional indebtedness of Borrower secured by this Mortgage. In no event shall
such advances by Lender be deemed a waiver of Lender's right to declare this
Mortgage in default.

         7. RIGHT OF ENTRY AND INSPECTION. Lender may make or cause to be made
reasonable entries upon and inspections of the Property, provided that Lender
shall give Borrower notice prior to any such inspections specifying reasonable
 cause for the inspection as relates to Lender's interest in the
Property.

         8. EXTENSION. Extension of time for payment or modification of
amortization of the sums secured by this Mortgage or taking other additional
security for payment thereof, shall not affect this Mortgage or the rights of
Lender hereunder or operate to release, in any manner, the liability of the
original Borrower in Borrower's successors in interest.

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<PAGE>




         9. ATTORNEY'S FEES AND COSTS. In the event this Mortgage or the Note or
any renewal or extension thereof shall be placed in the hand of an attorney for
collection by reason of a default of Borrower, Borrower shall pay all costs and
expenses out of court, in foreclosure or otherwise, including reasonable
attorney's fees incurred in any appeal or appeals or incurred in any proceeding
under bankruptcy or insolvency laws. If any action or proceeding shall be
commenced by any person other than the holder of this Mortgage, (except an
action to foreclose this mortgage or to collect the debts secured hereby), to
which action or proceeding the holder of this Mortgage is made a party, or in
which it shall be necessary for Lender to defend or uphold the lien of this
Mortgage, all sums paid by the holder of this Mortgage for the expense of any
such litigation, including reasonable attorney's fees, shall be paid by the
Borrower, together with interest thereon at the maximum rate allowed by law and
such sums shall become additional indebtedness of Borrower secured by this
Mortgage.

         10. CONDEMNATION. The proceeds of any award or claim for damages,
direct or consequential, in connection with any condemnation or other taking of
the Property, or any portion of the Property, or for conveyance in lieu of
condemnation, are hereby assigned and shall be paid to Lender. Such proceeds
shall be applied to the sums secured by this Mortgage, with the excess, if any,
paid to Borrower.

         11. DEFAULT. If Borrower shall fail to comply with all of the terms,
provisions and conditions of the Prior Mortgage so as to result in default of
the Prior Mortgage, such default shall constitute a default under this Mortgage.
If Borrower shall: (a) consent to the appointment of a receiver, trustee or
liquidator of all or a substantial part of the Property, or (b) be adjudicated a
bankrupt or insolvent, or file a voluntary petition in bankruptcy, or admit in
writing Borrower's inability to any Borrower's debts as they become due; or (c)
make a general assignment for the benefit of creditors; or (d) file a petition
or answer seeking reorganization or arrangement with creditors, or to take
advantage of any insolvency law; or (e) file an answer admitting the material
allegations of a petition filed against the Borrower in any bankruptcy,
allegations of a petition filed against the Borrower in any bankruptcy,
reorganization or insolvency proceeding or (f) allow the entry of any order,
judgement or decree upon an application of a creditor or Borrower by a court of
competent jurisdiction approving a petition seeking appointment of a receiver or
trustee of all or a substantial part of the Borrower's assets and such order,
judgement or decree shall continue unstayed and effect for a period of thirty
(30) consecutive days, such action shall constitute a default under this
Mortgage. If any sum of money required to be paid by this mortgage or the Note
shall not be paid within ten (10) days after such sum becomes due or upon
Borrower's breach of any other covenant or agreement of Borrower in this
Mortgage or the Note such action shall constitute a default under this Mortgage.
In the event of such a default, Lender may, at Lender's option, declare all of
the sums secured by this Mortgage to be immediately due and payable without
further demand. In such event Lender may proceed to collect such sum by
foreclosure or

                                        4

<PAGE>



other proceedings upon Lender may proceed to collect such sum by foreclosure or
other proceedings upon this Mortgage or by any other proper legal action.
Notwithstanding any other provision of this Mortgage or the Note, all sums
secured by this Mortgage shall bear interest at the maximum rate allowed by law
while this Mortgage is in default.

         12. WAIVER BY LENDER. The failure to insist upon strict performance of
any of the provisions of this Mortgage shall not be construed as a waiver of any
subsequent default of the same or similar nature. The procurement of insurance
or the payment of taxes or other assessments, liens or charges by Lender shall
not be a waiver of Lender's right to declare al the sums secured by this
Mortgage to be immediately due and payable without further demand.

         13. RECEIVER. In the event of a default Lender shall be entitled to
have a receiver appointed by a court to enter upon, take possession and manage
the Property and to collect the rents of the Property including those past due.
All rents collected by the receiver shall be applied first to payment of cost of
management of the Property and collection of rents, including but not limited to
receiver's fees, premiums on receiver's bonds and reasonable attorney's fees,
then to the sum secured by this Mortgage. The receiver shall be liable to
account only for those rents actually received.

         14. CUMULATIVE REMEDIES.  All remedies provided in this Mortgage are 
distinct and cumulative and may be exercised concurrently, independently or
successively.

         15. SECURITY AGREEMENT. If any portion of the Property is of a nature
so that a security interest therein can be perfected under the Uniform
Commercial Code ("personalty"), this Mortgage shall also constitute a Security
Agreement and Borrower agrees t join with Lender in the execution of any
financing statements that may be required for the perfection or renewal of such
security interest under the Uniform Commercial Code. The Personalty shall be
kept in its present locations and will not be removed from the Property without
the written consent of Lender, and in addition to the other remedies in the
event of default provided for herein, Lender shall have, and may exercise from
time to time, any and all rights and remedies of a secured party under the
Uniform Commercial Code and any and all rights and remedies available to Lender
under any other applicable law and, upon request or demand of Lender, Borrower
shall, at Borrower's expense assemble the Personalty and make it available t
Lender at the convenient place acceptable to Lender. Lender will give Borrower
reasonable notice of the time and place of any public sale of the Personalty or
of the time on which any private sale and any other intended deposition is to be
made. The requirements of reasonable notice shall be met if notice is mailed,
postage prepaid, to the Borrower at the address of the Property, at least five
(5) days before the time of the sale or disposition. Expenses of retaking,
holding, preparing for sale, selling or the like, shall include, whether in
judicial proceedings, including Bankruptcy court and appellate proceedings, or
whether out of court, a reasonable attorney's

                                        5

<PAGE>



fees and all other legal expenses incurred by Lender. Personalty shall exclude
clothing, furniture, appliances, linens, china, crockery, kitchenware and
personal effects of Borrower and Borrower's dependents ("Household Goods")
unless the Household Goods are purchased with the proceeds of the loan evidenced
by
the Note.

         16. FUTURE ADVANCES. Borrower agrees to accept no future advances under
the Prior Mortgage or any other modification or extension under the Prior
Mortgage and any such future advance, extension or modification of the Prior
Mortgage shall constitute a default under this Mortgage. This shall secure any
additional sum or sums advanced by Lender to or for the benefit of Borrower
whether such advances are obligatory or are made at the option of Lender or
otherwise at any time within twenty years from the date of this Mortgage with
interest thereon at the rate agreed upon at the time of the additional loan or
advance. Such future advances and any and all renewal indebtedness shall be
equally secured with and have the same priority as the original indebtedness and
shall be subject to all the terms and provisions of this mortgage, whether or
not such renewal or additional loan or advance is evidenced by a promissory note
of the Borrower and whether or not identified by a recital that it is secured by
this Mortgage. At no time shall the principal amount of the indebtedness secured
by this Mortgage, not including sums advanced in accordance with this Mortgage
to protect the security of the Mortgage, exceed one-hundred twenty-five percent
(125%) of the original amount of the Note. This provision shall not be construed
to obligate Lender to make any such additional loans or advances.

         17. PRIOR LIENS AND ENCUMBRANCES. With regard to any mortgage to which
this Mortgage is or shall be made subordinate, Borrower shall: (a) promptly pay
when due and payable, the interest, installments of principal, and all other
sums and charges mentioned in and made payable by any mortgage to which this
Mortgage is or shall be made subordinate (a "Prior Mortgage"); (b) promptly
perform and observe all of the terms, covenants and conditions required to be
performed and observed by Borrower under any Prior Mortgage, within the periods
(exclusive of grace periods) provided in a Prior Mortgage, or such lesser
periods (exclusive to preserve and keep a Prior Mortgage free from default; (c)
promptly notify Lender in writing of any default by Borrower in the performance
or observance of any of the terms, covenants or conditions on the part of
Borrower to be performed under a Prior Mortgage; (d) promptly notify Lender in
writing of the receipt by Borrower of any notice (other than notices customarily
sent out on a regular or periodic basis) from the mortgagee under a Prior
Mortgage and of any notice noting or claiming any default by Borrower in the
performance or observance of any of the terms, covenants or conditions on the
part of Borrower to be performed or observed under a Prior Mortgage and to
promptly cause a copy of each such notice received by Borrower from the
mortgagee under a Prior Mortgage to be delivered to Lender; (e) not accept or
enter into any agreement whereby the holder of a Prior Mortgage waives,
postpones, extends, reduces or modifies the payment of any installment of
principal and interest or any other item or amount required t be paid under the
terms of

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<PAGE>



the Prior Mortgage, or that modifies any provision of a Prior Mortgage; (f)
within ten (10) days after written demand form Lender, use Borrower's best
efforts to obtain from the mortgagee of a Prior Mortgage and deliver to Lender a
certificate starting that a Prior Mortgage is in full force and effect, is
unmodified, and that no notice of default of Lender has been served on Borrower;
(g) promptly furnish to Lender upon demand proof of payment of all items which
are required to be paid by Borrower pursuant to a Prior Mortgage, and proof of
payment of which is required to be given to Lender under a Prior Mortgage; (h)
execute and deliver, upon demand, such instruments as Lender may deem useful or
required to permit Lender to cure any default under a Prior Mortgage or to
permit Lender to take such other action as Lender considers desirable to cure or
remedy the matter in default and preserve the interest of Lender in the
Property. The generality of the provisions of this section relating to mortgages
to which this Mortgage is or shall be made subordinate shall not be limited by
other provisions of this Mortgage setting forth particular obligations of
Borrower which are required of Borrower under the Prior Mortgage. Should any
agreement he hereafter entered into modifying or changing the terms of this
Mortgage or the Note secured hereby in any particular, the rights of the parties
to such agreement shall be superior to the rights of the holder of any
intervening lien, except liens to which this Mortgage is subordinated.

         18. SITUS.  This Mortgage shall be construed in accordance
with and governed by the laws of the State of Florida.

         19. PARTIAL INVALIDITY.  If any provision of this Mortgage
is held to be invalid or unenforceable, all of the other
provisions shall nevertheless continue in full force and effect.

         20. NOTICES. Services of all notices under this Mortgage on Borrower
shall be sufficient if given personally or mailed to Borrower, postage prepaid,
at the address of the Property or at such other address as Borrower may furnish
to Lender in writing.

         21. CAPTIONS. Captions contained in this Mortgage are inserted only as
a matter of convenience or for reference and in no way define, limit, extend ,
or describe the scope of this Mortgage or the intent of any provision hereof.

         22. DUE ON SALE. This Mortgage and the Note secured hereby shall be
immediately due and payable upon the conveyance or sale of any interest in the
Property.

         23. WAIVER OF JURY TRIAL. Borrower waives all rights to trial by jury
in any action, proceeding or counterclaim brought by anyone arising out of or
connected with this Mortgage or the Note.

         24. SALE OF NOTE. The note together with the Mortgage may be sold one
or more times without prior notice to Borrower. A sale may result in a change in
the entity (known as "Loan Servicer") that collects monthly payments due under
the Note and Mortgage. If there is a change of the Loan Servicer, Borrower will
be given written notice of the change in accordance with

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<PAGE>



applicable law. The notice will state the name and address of the new Loan
Servicer and the address to which payments should be made. The notice will also
contain any other information required by applicable law.

         25. HAZARDOUS SUBSTANCES. Borrower shall not cause or permit the
presence, use disposal, storage, or release of any Hazardous Substances on or in
the Property. Borrower shall not do, nor allow anyone else to do, anything
affecting the Property that is in violation of any Environmental Law. The
preceding two sentences shall not apply to the presence, use or storage on the
property of small quantities of Hazardous Substances that are generally
recognized to be appropriate to normal uses and to maintenance of the Property.
Borrower shall promptly give Lender written notice of any investigation, claim,
demand, lawsuit or other action by any governmental or regulatory agency or
private party involving the Property and any Hazardous Substance or
Environmental Law of which Borrower has actual knowledge. If Borrower learns, or
is notified by any governmental or regulatory authority, that any removal or
other remediation of any Hazardous Substance affecting the Property is
necessary, Borrower shall promptly take all necessary remedial actions in
accordance with Environmental Law. As used in this paragraph, "Hazardous
Substances" are those substances defined as toxic or hazardous substances by
Environmental Law and the following substances: gasoline, kerosene, other
flammable or toxic petroleum products, toxic pesticides and herbicides, volatile
solvents, materials containing asbestos or formaldehyde, and radioactive
materials. As used in this paragraph, "Environmental Law" means federal and
Florida law that relate to health, safety or environmental protection. Borrower
indemnifies Lender against any and all liabilities, losses, damages, injuries
and expenses of any kind, including, without limitation, engineer's and
professional fees, soil tests and chemical analysis, and attorney fees and
costs, incurred by Lender in any way relating to the use, handling, storage,
transportation or disposal of Hazardous Substances on the Property.

         26. RIGHT OF FIRST REFUSAL. If all or any part of the Property is sold
or transferred, Lender shall, at Lender's option, have a right of first refusal
to acquire the property of the identical terms. Borrower shall provide Lender
with written notice of the transfer or sale together with a copy of any
applicable documentation. Lender shall have ten (10) days after receipt of such
notice to exercise the option.

         27. BANKRUPTCY. In the event the Property becomes property of an estate
in a Federal bankruptcy proceeding, the parties agree that Lender, as adequate
protection is entitled to the timely performance of all covenants and terms of
this Mortgage and the Note referred to herein, and in the event of the failure
of the Lender to receive full and complete performance of there terms then
Lender shall be entitled to relief from the automatic stay under 11 U.S.C. 362
without notice or hearing to the Borrower.

         28. ASSIGNMENT OF RENTS.  As additional security hereunder,
Borrower hereby assigns to Lender the rents of the Property,

                                        8

<PAGE>



provided that Borrower shall, prior to acceleration, or abandonment of the
Property, have the right to collect and retain such rents as they become due and
payable. Upon acceleration hereof or abandonment of the Property, Borrower shall
be entitled to have a receiver appointed by a court to enter upon, take
possession of and manage the Property and to collect the rents of the Property,
including those past due. All rents collected by the receiver shall be applied
first to the payment of the costs of management of the property and collection
of rents, including , but not limited to, receiver's fees, premiums on
receiver's bonds and reasonable attorney's fees, and then to the sums secured by
this Mortgage. The receiver shall be liable to account only for those rents
actually receive.

         IN WITNESS WHEREOF, Borrower has executed the Mortgage the day and year
first written above.

Signed, sealed and delivered                 BORROWER:
in the presence of:


/s/ Joe Tomaini                              CUIDAO HOLDING
---------------
CORP., a Florida corporation
Printed: Joe Tomaini
                                             By: /s/ C. Michael Fisher 
                                                ----------------------     
                                                     C. MICHAEL FISHER,
                                                     President

/s/ Henry W. Johnson  
--------------------          
Printed: Henry W. Johnson


STATE OF FLORIDA
COUNTY OF BROWARD

         The foregoing instrument was acknowledged before me this 22nd day of
January, 1999, by C. Michael Fisher, as President of CUIDAO HOLDING CORP., a
Florida corporation, on behalf of this corporation. He is personally know to me
or produced a driver's license as identification.

         My commission Expires:
                                  -----------------------------------
                                  Notary Public






                                        9