Exhibit 10.1


                                  OFFICE LEASE

THIS LEASE MADE THIS 23rd.  day of August,  1999,  by and between  701  Fletcher
Associates,  Inc., A FLORIDA CORPORATION  hereinafter called Lessor, and Integra
Staffing Inc., hereinafter called Lessee.

                                   WITNESSETH:

Lessor hereby leases to Lessee,  upon the terms and conditions  hereinafter  set
forth, the building space  (hereinafter  called  "premises") as shown on Exhibit
"A" attached.  The premises shall consist of approximately  1,540 square feet in
the  building  known as Suite "B" as shown on said Exhibit "A" to be accepted in
"As Is" condition. The building is located at North Pointe Office Park, 701 West
Fletcher Avenue, Tampa, Hillsborough County, Florida.


                                  1. BASE RENT


                               BASE RENT SCHEDULE
    Year    Size (SF)          Rate/SF        Annual Rent       Monthly Payment

     1       1,540            $ 9.00             $13,860          $1,155.00
     2       1,540             10.00             $15,400          $1,283,33
     3       1,540             11.00             $16,940          $1,411.67

CAM and Sales Tax not included above.

Rent may be paid by Lessee or by an assignee of Lessee or by a subtenant, having
been approved by the Lessor.  It is understood that applicable sales and use tax
be paid by the Lessee for each  installment  under the original  term and option
periods, if any.

2. TERM.  The term of this lease is for a period of three (3) years i  beginning
on the 1 day of November, 1999 and ending on the 30th day of October 2000

3. Intentionally left blank.

4.  ADDITIONAL  RENT.  In  addition  to the  basic  rent,  Lessee  shall  pay as
additional  rent his prorata share of: (a) all real estate taxes and assessments
assessed, imposed, or levied against North Pointe Office Park, Phase I (of which
Lessee's premises are a part), during any fiscal tax year which occurs wholly or
partly during the term of the lease; (b) all insurance including liability, fire
and  casualty on the  building and common areas of the office park; @ all common
area  maintenance  charges  including  but not limited to parking lot repair and
maintenance,  lawn  service,  common area  lighting,  trash  removal and utility
(water and sewer) charges; an administrative management fee.

The amount due from Lessee is  estimated at $0 per square foot in the base year,
or $385 per month,  plus all applicable state of Florida Sales and use Taxes and
shall be payable monthly with the base rent.

All of the above  expense  items shall be filled on prorata  basis for the exact
amount of such  expenses.  Any overages shall be credited to the amounts due for
the  ensuring  period and any  shortages  shall be billed to the  tenants.  Such
prorata share shall be computed on the basis of square  footage  leased of 1.540
square feet to total square footage of 8,400 square feet, and shall be billed at
least  annually.  At the time of billing,  upon  request,  Lessor shall  provide
Lessee  with copies of all  invoices or  contracts  for  insurance,  parking lot
maintenance,  lawn service, common area lighting, trash removal, etc. from which
Lessee's prorata share has been calculated. Adjustments to the above amounts may
be made from time to time as determined by Lessor.

5. Intentionally left blank.

6. DEPOSITS.  Lessor hereby acknowledges receipt of $ 0 Dollars Security Deposit
as  security  for the  performance  of  Lessee's  obligations  under this lease,
including  without  limitation  the  surrender of  possession of the Premises to
Lessor as herein provided.  Upon default  hereunder by Lessee,  Lessor may apply
said deposit to any loss or damage  resulting  from such  default.  The security
deposit shall not be considered and shall not be credited  against any rents due
under this  lease.  Lessor  further  acknowledges  receipt of $0 Dollars for the
first monthly installment of annual minimum rental and Expense amounts as herein
set out, including state sales tax.

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7 Intentionally left blank

8. Intentionally left blank.

9. COVENANT TO PAY RENT.  Lessee shall pay the rent and any  additional  rent as
herein  provided to Lessor at Lessor's  address  stated  herein or at such other
place  as  Lessor  shall   designate  in  writing  without  demand  and  without
counterclaim,  deduction  or set-off.  If any Monthly  Rent  Payment is not paid
within five (5) business days after its due date, Lessee also agrees to pay with
said Monthly Rent Payment an  additional  rent equal to ten percent (10%) of the
past due Monthly Rent Payment.

10.  POSSESSION.  The taking of  possession  of the  premises  by Lessee and the
commencement  of  interior  improvements  by Lessee  shall  constitute  complete
acceptance  of the  premises  in  their  then  condition,  and a  waiver  of any
obligation of Lessor to make any further  improvements  to the premises.  Lessee
agrees to execute an estoppel letter or letter of acceptance and operation lease
at the time Lessee takes possession. Lessee further agrees to furnish Lessor, at
the time of taking  possession,  with  Certificate of Insurance  giving proof of
Lessee's  compliance  with the  insurance  requirements  of this  lease.  Lessee
further  agrees to furnish to Lessor at Lessor's  request an  executed  estoppel
letter  stating the amount of the  security  deposit  being held by Lessor,  the
amount and date due of the monthly  rental  payment and that neither  Lessor nor
Lessee are in default under the terms of this lease.

11. USE OF THE PREMISES. Lessor represents and warrants that the leased premises
may be used and  occupied  for the conduct of a temporary  staffing  service for
office and professional  personnel and for no other use. Use of premises for day
labor service and/or labor/construction service is prohibited.

12. CARE OF  PREMISES.  Lessee shall commit no acts of waste and shall take good
care of the premises and the fixtures and appurtenances  therein,  and shall, in
the  use and  occupancy  of the  premises,  conform  to all  laws,  orders,  and
regulations  of the federal,  state and municipal  governments  and any of their
departments.  Tenant shall keep the premises in a clean and sightly, first class
condition.

13.  MAINTENANCE  AND REPAIR.  Lessee  shall  repair any damage to the  premises
caused by Lessee or by any of Lessee's employees, agents, customers,

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invitees or licensees,  other than from ordinary wear. Lessee shall maintain the
interior of the premises and all doors, windows, beating, cooling and mechanical
equipment and plate glass, and Lessor agrees,  whenever  possible,  to extend to
Lessee  the  benefit  of  any  enforceable  manufacturer's  warranties  on  such
equipment.  If Lessee  refuses or neglects  to make  repairs  and/or  refuses to
maintain the premises or any part thereof in a manner reasonably satisfactory to
Lessor,  Lessor  shall have the right,  upon giving  Lessee  reasonable  written
notice  of its  election  to do so,  to ; make  such  repairs  or  perform  such
maintenance on behalf of and for the account of Lessee. In such event, such work
shall be paid for by Lessee promptly upon receipt of a bill therefore.

Lessor shall, at its expense,  maintain in good condition and repair,  the roof,
foundation,  structural supports, underground or otherwise concealed plumbing to
the point of entry to the  premises,  exterior  walls,  (excluding  store front,
doors, window glass, and plate glass), exterior painting, unexposed and exterior
electrical  systems to the  premises.  Lessor  shall not in any way be liable to
Lessee for failure to make repairs as herein specifically required unless Lessee
has  previously  notified  Lessor in  writing of the need for such  repairs  and
Lessor has failed to commence  and  complete  said  repairs  within a reasonable
period of time following receipt of such notification.

14. REMOVAL OF PROPERTY.  All improvements  made by Lessee to the premises which
are so attached to the premises so that they cannot be removed without  material
injury to the premises,  shall become the property of Lessor upon  installation.
Not later than the last day of the term,  Lessee  shall,  at  Lessee's  expense,
remove all of the  Lessee's  personal  property and those  improvements  made by
Lessee which have not become the property of Lessor,  including  trade fixtures,
cabinetwork moveable paneling,  partitions, and the like; repair all injury done
by  or  in  connection  with  installation  or  removal  of  such  property  and
improvements;  surrender  the premises in as good  condition as they were at the
beginning  of the term,  reasonable  wear,  and  damage by fire,  the  elements,
casualty,  or other  cause not due to or  neglect  by Lessee or  Lessee's  agent
Lessee or Lessee's agents, employees, visitors or licensees, excepted.

At such time,  Lessor shall return without interest  Lessee's  security deposit.
Throughout the term of the lease,  Lessor may utilize said security  deposit for
construction of premises. All property of Lessee remaining on the premises after
the last day of the term of this lease shall be  conclusively  deemed  abandoned
and may

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be removed by Lessor,  and Lessee  shall  reimburse  Lessor for the cost of such
removal.

15. ALTERATIONS Except for Lessee's signs,  Lessee shall not make any structural
or exterior  alterations or additions upon said premises.  Lessee shall have the
right to make  non-structural  interior  alterations  and repairs with obtaining
consent of Lessor.

16.  HAZARDOUS  AGnVI11ES.  Waste.  ABANDONMENT.  Lessee  shall not do or suffer
anything  to be  done  on the  premises  that  will  increase  the  rate of fire
insurance on the building.  Lessee shall not permit the accumulation of waste or
refuse matter on the leased premises or anywhere in or near the building. Lessee
shall not,  without first obtaining the written  consent of Lessor,  abandon the
premises or allow the premises to become vacant or deserted,

17. RULES AND REGULA110NS.  Lessee shall observe and comply with such reasonable
rules and  regulations as Lessor may prescribe,  on written notice to Lessee for
the safety,  care, and cleanliness of the building and the comfort,  quiet,  and
convenience of other occupants of the building.

18. CONTROL OF EXTERIOR APPEARANCE. The exclusive right is reserved by Lessor to
control  the  exterior  appearance  of the entire  premises,  including  but not
limited to all signs,  decorations,  lettering and advertising  visible from the
exterior or doors),  shades,  awnings,  window  coverings,  exterior or interior
lights,   antenna,   canopies,  or  anything  whatsoever  affecting  the  visual
appearance  of the  building.  Lessee  will not  place or cause to be  placed or
maintained  any  item of any  kind on or in any of the  premises  affecting  the
visual  appearance  of the  building or common  areas  without  first  obtaining
Lessor's  written  approval and consent.  Lessee  further agrees to maintain any
said items as may be approved in good condition and repair at all times.

19.  U11LITY  SERVICES.  Lessee shall pay for all utility  services which may be
furnished  to or used in or about the  premises and shall keep the same free and
clear of any lien or encumbrance of any kind whatsoever created by Lessee's acts
or omissions.  Lessor shall cause all utilities to be separately  metered to the
premises,  except  for water  which will be a common  meter and  tenant  will be
billed for its equitable share of water use. In the event that the Lessor leases
a portion of the

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<PAGE>

premises  to a tenant  deemed by the  Lessor  to be a user of water and  service
services in excess of the normal usage required by other tenants then the Lessor
will, at his  discretion,  separately  flow meter that tenant's  water usage and
bill the tenant directly for his portion of the water usage.  The balance of the
utility  charges  will be billed to the  remaining  tenants for their  equitable
share of water use.

20.  DAMAGES.  If the  leased  premises  are  damaged  or  destroyed  by fire or
casualty, the Lessor does not elect to terminate the lease, Lessor shall proceed
with reasonable  diligence to restore the same to its former  condition.  Lessee
agrees  that  during  any  period of  reconstruction  or  repair of the  demised
premises it will  continue  the  operation  of its  business  within the demised
premises to the extent practicable. During the period from the occurrence of the
casualty until Lessor's  repairs are completed,  the minimum  guaranteed  rental
shall be  reduced by the  Lessor to such  extent as may be fair and  reasonable,
however, there shall be no abatement of the other charges provided for herein.

21.  WAIVER OF  SUBROGATION.  Lessor and Lessee hereby waive any rights each may
have against the other on account of any loss or damage  occasioned to Lessor or
Lessee,  as the case may be, their  respective  property,  the premises,  or its
contents  or to  other  portions  of the  Office  Park,  arising  from  any risk
generally covered by fire and extended coverage  insurance  policies then in use
in the state where the Office Park is situated;  and the parties each, on behalf
of their respective  insurance  companies insuring the property of either Lessor
or Lessee  against  any such  loss,  waive any  right of  subrogation  that such
companies  may have  against  Lessor or Lessee,  as the case may be.  Lessor and
Lessee covenants with each other that, to the extent such insurance  endorsement
is available, they will each obtain for the benefit of the other a waiver of any
right  of  subrogation  from  their  respective  insurance  companies,  if  such
endorsement  is  requested.  Lessor  shall  not be liable  for any  damage to or
destruction of any of Lessee's goods, merchandise, fixture or property caused by
fire or any other cause whatsoever.

22.  REMEDIES  OF LESSOR.  If Lessee  shall  default in the  payment of the rent
reserved  herein,  or in the  payment  of any item of  additional  rent or other
monies,  due  hereunder,  or any part of same,  or Lessee  shall  default in the
observance of any of the other terms, covenants and conditions of this lease; or
If the demised premises must be abandoned, deserted or vacated, or if Less shall
sublet the demised premises or assign this lease except as herein provided; or

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<PAGE>

If Lessee  shall make an  assignment  for the  benefit of  creditors,  or file a
voluntary  petition in bankruptcy or be  adjudicated a bankrupt by any court and
such  adjudication  shall not be vacated  thirty  (30) days or Lessee  takes the
benefit  of  any  insolvency   act,  or  Lessee  be  dissolved   voluntarily  or
involuntarily  or  have  a  receiver  of  Lessee's  property  appointed  in  any
proceedings other than bankruptcy proceedings, and such appointment shall not be
vacated within thirty (30) days after if has been made; then, upon the happening
of anyone or more of the defaults or events specified above,  this lease and the
term  hereof  shall at the option and  election of the Lessor  wholly  cease and
terminate,  and there upon or at any time thereafter,  Lessor may re- enter said
premises either by force or otherwise and have possession of the same and/or may
recover  possession  thereof by summary  proceedings  otherwise but Lessee shall
remain liable to Lessor.

If  Lessee  shall  default  in the  performance  or  observance  of any  term or
condition  in this  lease and shall not cure  such  default  within  such 15 day
period and  thereafter  proceed with diligence to complete such cure Lessor may,
but shall not be obligated to, cure such default by Lessee under this lease; and
whenever Lessor so elects all costs and expenses  incurred by Lessor,  including
reasonable  attorneys'  fees,  in  curing a  default  shall be paid by Lessee to
Lessor on demand,  together  with  interest  thereon from the date of payment by
Lessor to date of payment by Lessee.

In the event of anyone or more of the  defaults  set out above,  all payments of
rent, additional rent or of lease or any extension thereof, shall, at the option
of Lessor,  become  immediately due and payable in full. Lessor may re-enter the
demised  premises using such force for that purpose as may be necessary  without
being liable to any  prosecution  therefore,  and Lessor may repair or alter the
demised  premises in such manner as to Lessor may seem necessary or advisable to
re-let the demised premises. The Lessor has the right to relet said premises and
to collect any  deficiency in reletting in addition to any  reasonable  expenses
incurred,  however,  the  Lessee's  obligation  to pay damages  must survive the
termination  of the lease and the  election by Lessor of any single  remedy does
not preclude the use of any other remedy whether or not mentioned in this lease,

23  LITIGATION,  COURT  COSTS.  Attorney's  FEES.  In the event that at any time
either Lessor or Lessee shall  institute  any action or  proceeding  against the
other  relating to the provisions of this lease or any default  hereunder,  then
and in that event, the prevailing party in such action or proceeding shall be

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entitled to recover  from the other party its  reasonable  costs,  expenses  and
attorneys'  fees which shall be deemed to have  accrued on the  commencement  of
such action is  prosecuted  to judgment.  The parties waive trial by jury in any
action,  proceeding or counterclaim  brought by either of them against the other
on any matters whatsoever arising under this lease. This lease shall be governed
by, construed, and enforced in accordance with the laws of the State of Florida.

24. ASSIGNMENT AND SUBLETTING.  Lessee may assign or encumber this lease and the
estate  granted  hereby and may sublease and lease premises in whole or in part,
with written permission of Lessor.  Consent by Lessor one or more assignments of
subletting~  shall  not  operate  as a  waiver  of  Lessor's  rights  as to  any
subsequent  assignments  and  sublettings.  However,  notwithstanding  any  such
assignment,  or subletting,  Lessee shall remain primarily responsible to Lessor
for the payment of rent and  performance of all covenants,  terms and conditions
hereof on Lessee's part to be performed. The assignee or sublessee must agree to
perform any and all obligations of the Lessee under this lease.

25.  SUBORDINATION OF LEASE.  This Lease shall be subject and subordinate to all
mortgages  that may now or hereinafter be granted by Lessor on the real property
of which the  premises  form a part,  and also to all  renewals,  modifications,
consolidations,  and  replacements  of such  mortgages.  Lessee hereby  appoints
Lessor attorney-in-fact, irrevocably, to execute and deliver any such instrument
for Lessee.

26.  MECHANICS'  LIENS.  Lessee  shall  within ten (10) days after  notice  from
Lessor,  discharge  or bond off any  mechanics'  liens  for  materials  or labor
claimed to have  parties are hereby  placed on notice  that the  interest of the
Lessor  shall not be subject to liens for  improvements  made by or on behalf of
the Lessee upon the demised  premises,  and Lessee  shall have no  authority  to
subject Lessor's interest to such claims or liens.

27 NOTICE


              LESSOR       701 Fletcher Associates, Inc. Attn: Ronald A. Oxtal
                           203 North Marion Street Tampa, Florida 33602

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<PAGE>

              LESSEE:       701 Fletcher Avenue Suite B
                            Tampa, Florida 33612

Any  notice  which is to be give to  either  party  hereunder  shall  be  deemed
sufficiently given if sent by certified or registered mail, postage prepaid,  to
such party at its address appearing above in writing. Any notice given to Lessee
shall also be given to any assignee or sublessee and all notices to any assignee
or sublessee of Lessee shall also be sent to Lessee.

28.  RIGHT TO INSPECT AND REPAIR.  Lessor may,  but shall not be  obligated  to,
enter the  premises at any  reasonable  times,  on  reasonable  notice to Lessee
(except  that no  notice  be  given in case of  emergency)  for the  purpose  of
inspection or the making of such repairs,  replacements, or additions in, to, on
and about the premises or building, as Lessor deems necessary or desirable.

29. CONSTRUCI1VE EVICI10N.  Lessee shall not be entitled to claim a constructive
eviction for any cause unless Lessee shall have first notified Lessor in writing
of the condition or conditions given rise to such claim and, if the complaint be
justified, unless Lessor shall have filed within a reasonable time after receipt
of such notice to commence remedying such conditions.  Lessee shall serve notice
of Lessor's  default to the holder of the first  mortgage on the  premises.  The
holder of the first mortgage shall have the right,  but not the  obligation,  to
cure the default.

30. CONDEMNATION.  The parties hereto agree that should the demised premises, or
such portion thereof as will make the premises  unusable for the purposes herein
leased, be taken or condemned by competent  authority for public or quasi public
use, then this lease shall  terminate from the date when  possession of the part
so taken shall be required for the use and purpose for which it had been taken.

If  the  lease  continues   after  a  partial  taking,   the  rent  shall  abate
proportionately  as to the part taken. All compensation  awarded for such taking
of the building, the fee, and the leasehold, shall belong to and be the property
of Lessor; provided, however, the Lessor shall not be entitled to any portion of
the award made to Lessee for the value of Lessee's trade fixtures.  Lessee shall
not be entitled to any

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damages for the  unexpired  portion of the term of this lease,  or injury to its
leasehold interest.

31.  INSURANCE.  Less  during the entire  term  hereof,  shall  maintain  public
liability  insurance  with  personal  injury  coverage of at least  $300,000 per
person and $500,000  property damage with respect to the leased premises and the
business  operated thereon and shall name Lessor as an additional  insured under
such insurance.

32.  INCREASE  IN FIRE OR  CASUALTY  INSURANCE  PREMIUM.  In the event  Lessee's
occupancy  causes any increase of premium for the fire,  extended  coverage,  or
other casualty or liability insurance on the building or any part thereof, above
the rate for the least  hazardous  type of  occupancy  legally  permitted in the
leased  premises,  Lessee shall pay the  additional  premiums on the casualty or
liability  insurance  policies by reason  thereof.  The Lessee shall also pay in
such event any  additional  premiums  on the rent  insurance  policy that may be
carried by the Lessor for its  protection  against rent loss  through  casualty.
Bills for such additional  premiums shall be due from and payable by Lessee when
rendered, and the amount thereof shall be paid as additional rent.

33.  INDEMNITY.  Lessee covenants that Lessor shall not be liable for any damage
or  liability  of any kind or for any injury to or death of persons or damage to
property of Lessee or any other person  during the term of this lease,  from any
cause whatsoever, by reason of the use, occupancy, and enjoyment of the premises
by Lessee or any person  thereon by holding  under said Lessee,  and that Lessee
will indemnify and save harmless Lessor from all liability whatsoever on account
of any such real or  claimed  damage or injury  and from all  liens,  claims and
demands  arising  out of the use upon said  premises,  but  Lessee  shall not be
liable  for  damage or injury  occasioned  by the  negligence  of Lessor and its
designated  agents,  servants or employees.  This  obligation to indemnify shall
include  reasonable  legal  counsel  and  investigation   costs  and  all  other
reasonable costs,  expenses and liabilities from the first notice that any claim
or demand is to be made or may be made.

34.  LESSOR RIGHT TO CANCEL.  Should the  operation  of Lessee's  business be or
become or attract customers whose conduct is offensive or in any way threatening
to the Lessor, the other tenants, in the office park or the customers of the

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tenants,  the Lessor may, at Lessor's  option,  cancel and terminate this lease,
effective thirty (30) days after written notice thereof to Lessee.

35. OUIET ENJOYMENT. Provided Lessee has perforn1ed all of the terms, covenants,
agreements and  conditions of this Lease,  including the payment of Rent and all
other sums due hereunder,  Lessee shall peaceably and quietly hold and enjoy the
Premises  against  Lessor and all persons  claiming by, through or under Lessor,
for the tern1 herein described,  subject to the provisions and conditions of the
lease.

The  Lessor  agrees to make  reasonable  efforts  to  protect  the  Lessee  from
interference or disturbance by third persons;  however,  the Lessor shall not be
liable for any such interference or disturbance,  whether caused by other Leases
of the Lessor or other persons, nor shall the Lessee be released from any of the
obligations of this Lease because of such interference or disturbance.

36. Intentionally left blank.

37.  INTERPRETATION.  If any  provisions of the lease are contrary to the law of
the State of Florida,  each provision shall be deemed stricken here from and the
balance of this lease shall  remain  fully in effect.  If there is more than one
Lessee or Lessor they shall be bound jointly and  severally.  The terms "Lessor"
and  "Lessee" and pronoun  referring  thereto  shall be deemed to include  their
respective heirs,  executors,  administrators,  successors,  and assigns without
regard to gender or number wherever the context so permits. The captions to each
article are used for  convenience  only and are not to be  considered  a part of
this agreement nor used in interpreting it.

38. RECORDING. The lease shall not be recorded.

39.  AUTHORITY  TO  EXECUTE.  Lessor  and  Lessee  do each  hereby  respectively
represent to the other that it has the capacity and authority to enter into this
agreement.

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<PAGE>

40. NO OTHER REPRESENTATIONS. No representations or promises shall be binding on
the parties hereto except those representations and promises contained herein or
in some  future  writing  signed by the party  making  such  representations  or
promises.

41.  ADDI110NAL TERMS. Any additional terms of this lease may be set forth in an
attachment  hereto  labeled  "Addendum",  and in the  event of any  conflict  or
inconsistency between the terms of the text of this lease and the provisions set
forth in the Addendum, the provisions of the Addendum shall govern.

IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands and seals
the day and year first above written.

WITNESSES:                                     701 FLETCHER ASSOCIATES, INC.,
                                               A FLORIDA CORPORATION

 /s/ Sandra L. Williams                        By:  /s/ Ronald A. Oxtal
 --------------------------                        --------------------------
                                                   "Lessor"
 /s/ Allison Wood                               Ronald A. Oxtal, President
 --------------------------


 /s/ Sandra L. Williams                         By:  /s/ Frank Hartman
 --------------------------                         --------------------------
                                                    Integra Staffing
                                                    Frank Hartman, President
 /s/ Allison Wood
 --------------------------


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<PAGE>

                                    ADDENDUM

The space is being leased to the tenant on an" As Is" basis, however,  tenant is
making interior  improvements,  including carpet and paint.  Tenant will provide
itemized costs to landlord and escrow the cost of improvements with landlord who
will in turn pay the vendors.

Lease will commence November 1, 1999, however, tenant will have the availability
of access upon execution of this lease.

Tenant  acknowledges  tab terms of this lease are strictly  confidential  and be
will not discuss these matters with other tenants.

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<PAGE>

            ABSOLUTE AND UNCONDITIONAL GUARANTEE OF LEASE AGREEMENT

In  consideration  of the making of the above Lease,  dated August 24, 1999,  by
Tenant with Landlord at the request of the undersigned,  and in consideration of
Landlord's  reliance on this Guaranty,  the undersigned Jointly and severally if
more than one) hereby unconditionally,  absolutely and irrevocably  guarantee(s)
the prompt and full payment of the rent (both annual net rent,  as adjusted from
time to time, and additional  rent) and all other costs,  expenses,  charges and
payments to be paid by Tenant  hereunder and the full and timely  performance by
Tenant of all the terms,  conditions,  obligations,  covenants and agreements of
the Lease, and the undersigned also promises to pay all the Landlord's costs and
expenses,  including reasonable attorney's fees, incurred by Landlord (including
those  incurred  by  trials,  on  appeal,   and  in  bankruptcy  and  creditor's
reorganization proceedings) in enforcing this Guaranty or recovering damages for
the breach  hereof.  Landlord's  consent to any  assignment  or  assignments  or
subleases,  and  successive  assignments  or  subleases  by Tenant and  Tenant's
assigns,  of this Lease,  made either with or without notice to the undersigned,
or a changed or different use of the Leased  Premises,  or  modification  of the
Lease or Landlord's forbearance,  delays,  extensions of time or any forbearance
to enforce this Lease for any other reason, whether similar to or different from
the  foregoing,  shall  be in no way or  manner  release  the  undersigned  from
liability as Guarantor(s).  Where the undersigned  includes more than one party,
the obligation of each such party hereunder shall be joint and several.  It will
not be necessary for Landlord to proceed first against Tenant in invoking any of
Landlord's  remedies  under the Lease or other  remedies  before  proceeding  to
enforce this Guaranty of Lease against the undersigned.

WITNESS the hand and seal of the undersigned on the date of the above

Lease.

SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:                                   Guarantors


  /s/ Sandra L. Williams                              /s/ Frank Hartman
 -----------------------------                      ----------------------------


 /s/ Allison Wood
 -----------------------------

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