EXHIBIT 10.21


                                    SUBLEASE


     THIS SUBLEASE ("Sublease") is entered into as of this 30th day of December,
2004, by and between TMNG  STRATEGY,  INC. F/K/A CSMG  ACQUISITION  SUB, INC., a
Delaware  corporation,  successor  in  interest  by  assignment  from  Cambridge
Strategic Management Group, Inc, with an address of One Boston Place, Boston, MA
02108 ("Sublessor"), and BEST DOCTORS, Inc. a Massachusetts corporation, with an
address of Summer Exchange  Building,  101 Arch Street,  Suite 500,  Boston,  MA
02110 ("Sublessee").

                                    RECITALS

     WHEREAS,  Sublessor  is the current  lessee  under an Amended and  Restated
Office Lease Agreement between BRE/One Boston, L.L.C. ("Landlord") and Cambridge
Strategic Management Group, Inc. dated March 6, 2002, as amended by Amendment to
Lease dated June 30, 2002 between  Landlord and CSMG  Strategy,  Inc.,  attached
hereto and  incorporated  herein by reference as EXHIBIT A (the "Master  Lease")
for the  lease  of  approximately  21,710  rentable  square  feet  (the  "Leased
Premises")  consisting of portions of the thirty-first  (31st) and thirty-second
(32nd) floors of the building known as One Boston Place (the "Building") located
at One Boston Place, Boston, Massachusetts 02108.

     WHEREAS,  Sublessee wishes to sublet from Sublessor and Sublessor wishes to
sublet to  Sublessee  certain  space on the  thirty-second  (32nd)  floor of the
Building containing approximately 11,366 rentable square feet ("Premises").

     NOW, THEREFORE, the parties hereby agree as follows:

     1. TERM.  Subject to the terms,  covenants and  conditions set forth in the
Master Lease,  Sublessor hereby sublets the Premises, as more fully described on
EXHIBIT B attached  hereto and  incorporated  herein,  to  Sublessee  for a term
beginning February 1, 2005 ("Commencement Date"), and terminating on January 31,
2011 (the "Termination  Date")  (hereinafter,  the "Term");  provided,  however,
notwithstanding  anything  contained herein to the contrary,  the Term shall not
extend  beyond the  original  term of the Master  Lease and except as  otherwise
provided  herein,  all  terms  and  provisions  of the  Master  Lease  shall  be
incorporated herein and shall be part of this Sublease.

     2. SIGNAGE.  At its  sole  cost and  expense,  Sublessor  shall  cause  the
Landlord to provide Building standard signage in the lobby and floor directories
of the Building.

     3. RENT.  Commencing on the Commencement  Date and on the first day of each
month thereafter  during the Term,  Sublessee shall pay to Sublessor rent in the
amount of $284,150.00 ($25.00 per rentable square foot) annually payable without
setoff or demand in monthly  payments of $ 23,679.17 due on the first day of the
month for  which  rent is  applicable.  Rent  checks  shall be made  payable  to
Sublessor and delivered to the  Sublessor's  address set forth on the first page
of this Sublease,  or at such address as shall be designated by Sublessor or its
designee. Additionally, Sublessee is responsible for all phone charges, purchase
or lease of equipment, and all other costs and expenses incurred by Sublessee in
its use of the  Premises,  except  as  otherwise  set  forth  in this  Sublease.
Sublessee shall also be responsible for Sublessee's pro rata share of the amount
by which the  Operating  Expenses (as that term is defined in the Master  Lease)
relating to the Premises  exceed

<PAGE>

Operating  Expenses for the  Operating  Expense Base Year of calendar year 2005;
provided,   however,   notwithstanding  the  above,  Sublessee  shall  also  pay
Sublessee's  pro rata share of  electricity  costs and HVAC  distribution  which
Sublessor  must pay Landlord  pursuant to the  provisions  of the Master  Lease.
Sublessee  shall also be responsible  for it's pro rata share of any increase in
Taxes over the fiscal year 2005.  Subject to the  provisions  of paragraph 16 of
this Sublease,  the parties hereto agree that all charges billed by the Landlord
to  Sublessor  shall be accurate  and binding upon  Sublessee  unless  otherwise
disputed by Sublessor.

     4. MASTER LEASE.  Subject to all the terms,  covenants and  conditions  set
forth  in this  Sublease  including  the  Sublessor's  obligation  to  reimburse
Landlord for Operating Expenses,  Sublessee agrees to, assumes and shall perform
and  observe  all the  terms  and  conditions  to be  performed  on the  part of
Sublessor (as Tenant) with respect to the Premises pursuant to the Master Lease,
which  arise and  accrue  during  the  Sublease  Term.  During  the Term of this
Sublease,  Sublessee agrees not to do or omit to do (where Sublessee has a legal
duty to act) anything which would cause  Sublessor to be in breach of the Master
Lease, as incorporated  herein.  Sublessee  acknowledges  that it has received a
complete and correct copy of the Master Lease and further  acknowledges that its
duly  authorized  agent  has read and has full  knowledge  of all of the  terms,
covenants,  conditions, rules and regulations, if any, of the Master Lease. This
Sublease  is and shall be at all times  subject  and  subordinate  to the Master
Lease,  and the terms and  conditions  of the Master  Lease shall be  considered
incorporated into this Sublease,  as set forth in this Section, and in the event
there is any  conflict  between the terms of this  Sublease and the Master Lease
with respect to obligations owed by Sublessor or Sublessee to Landlord or to the
Landlord's  rights,  (except with respect to Base Rent, Rent,  Operating Expense
Base Year, Tax Base Year, pro rata share,  Commencement Date, Term, and Security
Deposit - in which case the terms of the  Sublease  shall  control) the terms of
the Master Lease shall govern. Wherever in the Master Lease the word "Tenant" is
used, it shall mean the "Sublessee" herein, and wherever in the Master Lease the
word "Landlord" is used, it shall mean the "Sublessor"  herein, and wherever the
word  "Premises" is used, it shall mean the Premises  subleased  hereunder.  The
following  provisions  of the Master Lease shall not be  incorporated  into this
Sublease:  the last sentence of Article 17;  Article 32;  Article 34 and Article
39.

     Anything  contained in this Sublease to the contrary  notwithstanding,  the
existence of this  Sublease is dependent and  conditioned  upon the existence of
the Master Lease,  and in the event of the  cancellation  or  termination of the
Master Lease for any reason, this Sublease shall thereupon be terminated without
the need for  further  action and (except for any  cancellation  or  termination
caused by a  default  of  Sublessor,  as Tenant  under  the  Master  Lease or as
Sublessor under this Sublease,  or any  cancellation or termination  voluntarily
entered into by Sublessor)  without liability to Sublessor.  If Sublessee is not
in default under the terms and conditions  hereof, any such termination shall be
without  liability  between  Sublessor and Sublessee,  except for such liability
theretofore  accruing or as otherwise provided herein;  however, if Sublessee is
in default, the provisions hereof including those of default shall control as to
Sublessee's liability. Sublessor hereby covenants that (a) it shall not agree to
any termination,  cancellation, or other modification or amendment of the Master
Lease that might  adversely  affect the rights of Sublessee under this Sublease,
(b) that  Sublessor  shall  promptly  perform all of its  obligations  under the
Master Lease which are not  otherwise  to be  performed by Sublessee  under this
Sublease  and (c) that it shall  promptly  forward  to  Sublessee  copies of all
default notices and operating expense and tax statements received from Landlord.

<PAGE>

     Notwithstanding  the  foregoing  or anything  else in this  Sublease to the
contrary,  Sublessee  shall  have no  obligation  to (i)  cure  any  default  of
Sublessor under the Master Lease; (ii) perform any obligation of Sublessor under
the Master  Lease that arose prior to the  Commencement  Date;  (iii) repair any
damage to the Premises caused by Sublessor; (iv) indemnify Sublessor or Landlord
with  respect  to  any  act,  omission,  negligence  or  willful  misconduct  of
Sublessor,  or its agents,  employees or contractors;  (v) remove any Alteration
Work or Lines  installed in the Premises prior to the  Commencement  Date of the
Sublease;  (vi) pay for any  overtime  utilities  for which  Sublessor is liable
under the Master Lease unless such  utilities  have been requested by Sublessee;
and (vii) bring the Premises into  compliance  with any laws with which the same
do not  comply as of the  Commencement  Date  except  if  caused by  Sublessee's
particular use.

     5. SUBLEASE AND ASSIGNMENT.  Except for those transactions  permitted under
the Master Lease,  Sublessee shall not, either  voluntarily,  or by operation of
law, sell, hypothecate, assign or transfer this Sublease, or sublet the Premises
or any part  thereof,  or permit the Premises or any part thereof to be occupied
by anyone  other than  Sublessee  or  Sublessee's  employees  without  the prior
written  consent of  Sublessor  in each  instance,  which  consent  shall not be
unreasonably  withheld,  conditioned  or delayed  for more than 10 days.  In the
event  Sublessee  sublets or assigns any part of the Premises as set forth above
and receives rent in excess of $25.00 per rentable square foot ("Excess  Rent"),
then any Excess Rent shall be  immediately  paid to  Sublessor  upon  receipt by
Sublessee.  Sublessor  shall be  notified in writing by  Sublessee  of any sale,
assignment, mortgage transfer, or subletting or other transfer of this Sublease,
whether or not Sublessor's consent is required. Any sale,  assignment,  mortgage
transfer,  or  subletting  or other  transfer of this  Sublease  which is not in
compliance  with the  provisions of this  paragraph 5 shall be null and void and
shall,  at the option of  Sublessor,  terminate  this  Sublease.  The consent by
Sublessor to any sale,  assignment,  mortgage  transfer,  or subletting or other
transfer:  (i) shall not be construed as relieving  Sublessee from obtaining the
express  written  consent of Sublessor to any further  assignment or subletting;
and (ii) shall not release Sublessee from any liability or obligation  hereunder
whether or not then accrued.

     6.  NOTICES.  Any  notice  required  or  permitted  to be given  under this
Sublease shall be given in person (with written  acknowledgement of receipt), by
special  courier,  by  nationally  recognized  overnight  delivery  service that
provides tracking,  or by registered or certified mail, postage prepaid,  return
receipt requested, addressed as follows:

         SUBLESSOR:        TMNG Strategy, Inc. f/k/a CSMG Acquisition Sub, Inc.
                                   7300 College Boulevard - Suite 302
                                   Overland Park, KS  66210
                                   Attn:    Chief Financial Officer

         SUBLESSEE:        Best Doctors, Inc.

                           Before the Commencement Date:
                                   Summer Exchange Building
                                   101 Arch Street, Suite 500
                                   Boston, Massachusetts 02110
                                   Attn:       Mr. Evan Falchuk

<PAGE>

                           After the Commencement Date:
                                   At the Premises
                                   Attn:  Mr. Evan Falchuk

                           With Copies to:
                                   Torpy & Garner, LLC
                                   One Washington Mall, 15th Floor
                                   Boston, MA 02108

Each of Sublessor and  Sublessee  shall have the right to change the address set
forth herein for notice purposes upon written notice to the other party. Notices
given under the Master Lease shall be given in  accordance  therewith but to the
addresses set forth above.

     7.  DEFAULT.  In the  event  that  Sublessee  shall  default  in any of its
obligations  under this Sublease  (including  its  obligations  under the Master
Lease) as  incorporate  herein),  after notice and the  expiration of applicable
cure  periods,  where  applicable,  Sublessor  shall be entitled to exercise all
remedies  available  to  Landlord  under  the  Master  Lease,  and all  remedies
available under applicable law.

     8. BINDING  EFFECT.  This  Sublease  shall be binding upon and inure to the
benefit of the parties hereto, their successors and permitted assigns.

     9. APPLICABLE LAW. The laws of the Commonwealth of  Massachusetts  shall be
employed in and govern the interpretation of all covenants, terms and conditions
of this Sublease.

     10. NO PARTNERSHIP RELATIONSHIP.  Notwithstanding anything to the contrary,
Sublessor  shall  not be  construed  or held to be a  partner  or  associate  of
Sublessee in the conduct of its  business,  it being  expressly  understood  and
agreed that the  relationship  between  the  parties  hereto is and at all times
shall remain that of Sublessor and Sublessee.

     11.  ACCEPTANCE  OF PREMISES.  Sublessee  acknowledges  and agrees that the
Premises  are being  sublet  herein in their  current "AS IS"  condition  and by
entering on or taking  possession of the Premises,  Sublessee shall be deemed to
acknowledge that the Premises are in good and satisfactory condition;  provided,
however,  the Premises shall be delivered to Sublessee  with interior  stairwell
being enclosed in a manner that makes the space above it usable,  and in a good,
workmanlike manner, in compliance with all laws (the "Stairwell  Construction").
Upon the execution of this  Sublease,  Sublessor  shall  commence and diligently
pursue until completion, the Stairwell Construction.

     12. RIGHT OF ACCESS. Sublessor and its agents shall have free access to the
Premises  during all reasonable  business hours for the purpose of examining the
same to ascertain  if they are in good repair and to permit the  Landlord  under
the Master Lease to make reasonable  repairs,  to the extent permitted under the
Master Lease.  Sublessor shall notify Sublessee at least  twenty-four (24) hours
in  advance.  , except in the event of an  emergency,  where no notice  shall be
required.  Any entry made hereunder shall include the use of diligent efforts by
the entering  party not to interfere  with the use and enjoyment of the Premises
by Sublessee nor to interfere with Sublessee's  business

<PAGE>

operations.  Sublessor  shall  have the  right to  exhibit  same to  prospective
subtenants upon reasonable  notice to Sublessee  during the last 6 months of the
Term or any  extensions  of this  Sublease.  Sublessee  shall have access to the
Premises  twenty-four  (24)  hours per day,  seven  (7) days per week,  subject,
however, to any rights of Landlord specifically reserved in the Master Lease and
to the rules and regulations of the Landlord.

     13. END OF TERM. At the expiration or earlier termination of this Sublease,
or any renewal term,  Sublessee  shall surrender the Premises to Sublessor in as
good condition and repair as reasonable use thereof will permit, reasonable wear
and tear,  damage by fire or other casualty,  taking by eminent domain excepted,
and will leave the Premises broom clean.  Sublessee shall have the right,  prior
to said expiration or promptly following a termination, to remove any equipment,
furniture,  trade fixtures or other  personal  property in the Premises owned by
Sublessee,  provided that Sublessee  promptly repairs any damage to the Premises
caused by such  removal.  In the event of holding  over by  Sublessee  after the
expiration or termination of this  Sublease,  Sublessee  shall pay rent at twice
the amount of the then  current rate on a monthly  basis.  Any holding over with
consent of  Sublessor  in writing  shall  thereafter  constitute  a Sublease for
month-to-month.

     14. HEADINGS. The paragraph captions contained in this Sublease are for the
convenience of the parties only and shall not be considered in the  construction
or interpretation of any provision hereof.

     15. ENTIRE  AGREEMENT.  This Sublease contains the entire agreement between
the parties and supersedes  any and all other prior oral and written  agreements
between the parties regarding the subject matter contained herein and may not be
changed or  terminated  orally but only by an agreement in writing and signed by
all parties.

     16.  INDEMNIFICATION  AND RELEASE.  Each party hereto shall and hereby does
indemnify  and hold the other  harmless  from and  against  any and all  losses,
damages,  liabilities or costs (including  reasonable attorneys' fees) resulting
or arising from: (a) the other party's use of the Premises or the conduct of the
other party hereto's business or profession in the Premises and/or Building; (b)
any activity, work, or thing done, permitted or suffered by each party hereto in
or about  the  Premises  and/or  Building;  (c) any  breach  or  default  beyond
applicable  notice and cure periods in the performance of any obligation on each
party hereto's part to be performed  under the terms of this Sublease and/or the
Master Lease; or (d) any negligent acts or omissions of each party hereto, or of
each party hereto's agent or employees.

     Neither  Sublessor nor its agents shall be liable for any loss or damage to
property of Sublessee, its employees, invitees or licensees which loss or damage
occurs  within the  Building  or the  Premises,  whether by theft,  casualty  or
otherwise,  nor for any injury or damage to property  resulting from Sublessor's
acts  or  omissions,  or any  fire,  explosion,  falling  plaster,  steam,  gas,
electricity,  water or rain which may leak from any part of the Building or from
the pipes,  appliances  or plumbing  works  therein or from the roof,  street or
subsurface,  or from any other  place or  resulting  from  dampness or any other
cause  whatsoever,  unless  caused  by or  due  to  the  negligence  or  willful
misconduct of Sublessor,  its agents,  servants or employees.  Neither Sublessor
nor its agents  shall be liable for any latent  defect in the Premises or in the
Building.  Sublessee  shall send prompt notice to Sublessor and Landlord in case
of fire or  accidents in the Premises or of defects in the fixtures or equipment
in the Premises  that  Sublessor or Landlord is required to maintain.  Sublessee
hereby

<PAGE>

acknowledges  that  Sublessor  shall  not be  liable  for  any  interruption  of
Sublessee's  business for any cause whatsoever unless due to willful  misconduct
or negligence of Sublessor, or any of its agents, servants or employees.

     Sublessor  shall have no duty to perform any  obligations  of the  Landlord
under the Master Lease and shall under no  circumstances  be responsible  for or
liable to Sublessee for any default, failure or delay on the part of Landlord in
the  performance  of  any  obligations  under  the  Master  Lease,   subject  to
Sublessor's  obligations under this paragraph. No such default of Landlord shall
affect this  Sublease or waive or defer the  performance  of any of  Sublessee's
obligations  hereunder (except as otherwise  permitted under the Master Lease or
by law);  provided,  however,  that in the  event of such  default  or  failure,
Sublessor agrees,  upon notice from Sublessee,  and at Sublessee's  expense,  to
make demand upon Landlord to perform its obligations under the Master Lease.

     In the event  that  following  such  demand by  Sublessor,  Landlord  shall
continue to fail or refuse to comply with any of the  respective  provisions  of
the Master Lease or shall have breached any  representation  or warranty made by
it under the Master Lease  applicable to the Premises,  Sublessee shall have the
right  to  exercise  in the  name of  Sublessor  all of the  rights  to  enforce
compliance on the part of Landlord or to obtain  remedies  against  Landlord for
breach of any  representation  or  warranty  made by  Landlord  under the Master
Lease,  all as are  available  to  the  Sublessor  with  respect  to the  Leased
Premises.  Sublessor  shall  reasonably  cooperate  with  and  execute,  all  at
Sublessee's expense (except to the extent that Landlord's  non-compliance is due
to the acts of Sublessor),  all  instruments and supply  information  reasonably
requested by Sublessee in order to enforce such compliance.

     17.  FACSIMILE  SIGNATURES.  The parties  hereto  hereby  agree  that,  for
purposes of execution of this Sublease,  facsimile  signature  shall  constitute
original signatures.

     18. COUNTERPARTS. This Sublease may be executed in two or more counterparts
and by the  different  parties  hereto on separate  counterparts,  each of which
shall be deemed an original, but all such counterparts shall together constitute
but one and the same instrument.

     19.  BROKERAGE.  Sublessee and Sublessor  warrant and represent that it has
dealt  only with  Cushman  &  Wakeman  and CB  Richard  Ellis/Whittier  Partners
("Brokers")  in regard to this  Sublease and that no lease  commission is due to
any other  broker or  consultant  employed  and/or  engaged by the  Sublessee or
Sublessor.  Sublessor  shall  be  responsible  for  paying  any  and  all  lease
commissions owed to the Brokers.

     20. SUBLESSOR'S  REPRESENTATIONS AND WARRANTIES.  Sublessor  represents and
warrants that (i) the Master Lease is presently in full force and effect and has
not been modified  except as set forth in this  Sublease;  (ii) Sublessor is the
holder of the entire  interest of the Tenant under the Master  Lease;  (iii) the
copy of the Master  Lease  attached  hereto as Exhibit A is true,  accurate  and
complete and has not been modified, amended or terminated;  (iv) the term of the
Master Lease has commenced and expires after January 31, 2011;  (v) Sublessor as
Tenant  is not in  default  under the  Master  Lease  and  Sublessor's  monetary
obligations  as Tenant under the Master Lease have been paid to the date hereof;
and (vi)  Landlord is not in default  under the Master  Lease,  nor has Landlord
done or failed to do anything  which with notice,  the passage of time, or both,
could ripen into a default.

<PAGE>

     21.  PARKING.  During  the Term,  at  Sublessee's  sole  cost and  expense,
Sublessee  shall have the exclusive  right to use two (2) parking spaces located
in the Washington Square Garage adjacent to the Building.

     22. LANDLORD  CONSENT.  The  effectiveness  of this Sublease is conditioned
upon the consent of Landlord

     23.  SECURITY  DEPOSIT.  Sublessee shall deposit with Sublessor a letter of
credit  issued by a banking  institution  of sufficient  financial  standing (as
Sublessor  shall  reasonably  determine)  having an office in Newton or  Boston,
Massachusetts, or Kansas City, Missouri, against which such letter of credit may
be drawn in the amount of Two Hundred Forty Thousand Dollars ($240,000.00) (such
amount, as the same may be reduced in accordance with the provisions hereof, the
"SECURITY  DEPOSIT").  The letter of credit shall be unconditional,  irrevocable
and in favor of Sublessor,  its successors or assigns, and shall provide that it
may be drawn upon "at sight" upon  presentation  by  Sublessor  to the issuer of
only a  statement  certified  by  Sublessor  to the  effect  that a  default  by
Sublessee has occurred  under its Sublease with Sublessor and that Sublessee has
failed to cure such default within the applicable  period, if any, of notice and
grace, or that Sublessor is otherwise  entitled to draw  thereunder  pursuant to
the terms and  conditions of this  Sublease.  The letter of credit shall provide
that it shall remain in force for a period  beginning on the  Commencement  Date
and ending  January 31,  2011,  or for a lesser  period  provided  any letter of
credit expiring prior to January 31, 2011 shall be replaced not later than sixty
(60)  days  prior to its  expiration  by a letter  of credit on all of the terms
otherwise  required  hereunder and the failure to timely  replace such letter of
credit shall be a default with respect to which  Sublessor  shall have the right
to draw the full  amount of the  letter of credit  and retain the same as a cash
security  deposit.  Provided that Sublessee is not in default  hereunder  beyond
applicable  notice and cure periods,  and provided  that  Sublessee has provided
Sublessor  with  audited  financial   statements  prepared  in  accordance  with
accounting  principals  generally accepted in the United States of America which
provide  evidence that the Sublessee has positive net income for the most recent
fiscal year, then during each 12 month period in the Term and within thirty (30)
days of providing such audited financial statements, the amount of the letter of
credit  shall  reduce by twenty  percent  (20%)  from the  preceding  year.  The
Security  Deposit  shall serve as security  for the  prompt,  full and  faithful
performance by Sublessee of the terms and  provisions of this  Sublease.  In the
event  that  Sublessee  is in  default  hereunder  and fails to cure  within any
applicable time period under this Sublease,  or in the event that Sublessee owes
any amounts to Sublessor upon the expiration of this Sublease, Sublessor may use
or apply  the  whole or any part of the  Security  Deposit  for the  payment  of
Sublessee's  obligations  hereunder.  The  use or  application  of the  Security
Deposit or any portion  thereof shall not prevent  Sublessor from exercising any
other  right or  remedy  provided  hereunder  or under  any law and shall not be
construed as liquidated damages. In the event the Security Deposit is reduced by
such use or application,  Sublessee shall deposit with Sublessor within ten (10)
days after  written  notice a new letter of credit  (supplementing  the existing
partially  drawn letter of credit which Sublessor shall retain if Sublessor drew
less than the full amount drawable  thereunder) in the amount drawn by Sublessor
under the existing  letter of credit and otherwise  complying with all terms and
conditions  of the  letter of credit  hereunder.  Any  remaining  portion of the
letter of credit (as reduced by any amount drawn thereon  pursuant hereto) shall
be returned to Sublessee within thirty (30) days after Sublessee has vacated the
Premises and complied with all the terms of this Sublease.

<PAGE>

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

                                SUBLESSOR

                                TMNG Strategy, Inc. f/k/a CSMG Acquisition Sub,
                                Inc., a Delaware corporation


                                By:
                                   ------------------------------------
                                Name:    Donald E. Klumb
Date:                           Title:   Chief Financial Officer
     ---------------------
                                SUBLESSEE

                                Best Doctors, Inc.


                                By:
                                   ------------------------------------
                                Name:
Date:                           Title:
     ---------------------

<PAGE>

                               CONSENT OF LANDLORD


     The undersigned,  the Landlord of the Master Lease, hereby consents to this
Sublease.


                                            BRE/One Boston, L.L.C.


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


Date:
     ---------------------

<PAGE>

                                    EXHIBIT A

                              COPY OF MASTER LEASE


<PAGE>

                                    EXHIBIT B

                                    PREMISES