LEASE AGREEMENT

THIS LEASE ("Lease") is entered into by and between TANNENBAUM PROPERTIES,  INC.
with offices at 193 1A West Martin Luther King Boulevard,  Tampa,  Florida 33607
("Landlord") and American  Glaucoma  Institute of Florida  -Clearwater,  Inc., a
Florida Corporation, with offices at 7491 Ulmerton Road, Suite 1, Largo, Florida
34641 ("Tenant").

1.  PREMISES.  Landlord  leases to  Tenant,  and  Tenant  leases  and rents from
Landlord,  the space shown and  identified on the schematic  attached  hereto as
Exhibit "A" and incorporated herein,  comprising approximately 3,936 square feet
of rentable floor area known as Suite I ("Premises") in the building  located at
7491 Ulmerton Road, Largo, FL ("Building").

2.  TERM.  The term of this  Lease  shall be three  (3)  year(s)  unless  sooner
terminated or extended as provided herein. The term shall commence on October 1,
1998  ("Commencement  Date")  and shall  end at 6:00 PM on  September  30,  2001
("Expiration Date").

3. TENDER OF POSSESSION. In the event possession of the Premises is not tendered
by Landlord  to Tenant on  Commencement  Date for any reason or cause,  Landlord
shall not be liable or  responsible  for any claims,  damages or  liabilities in
connection  with or by  reason  thereof  nor  shall  the  obligations  of Tenant
hereunder be excused by reason of any such delay; provided, however, that Tenant
shall not be obligated to pay any rents and charges (other than deposits)  until
Landlord has tendered possession of the Premises;  and provided further, that if
Landlord  shall not have tendered  possession of the Premises  within sixty (60)
days from the  Commencement  Date,  Tenant may, at Tenants'  option,  by written
notice to Landlord  within ten (10) days  thereafter,  cancel and terminate this
Lease. If Landlord shall not have tendered possession of the Premises within one
year from the Commencement Date, Landlord may by written notice to Tenant within
the (10) days  thereafter  cancel and terminate  this Lease.  If either party so
cancels this Lease,  according to the  provisions  stated above,  Landlord shall
return  without  interest any moneys  previously  deposited  by Tenant,  and the
parties shall be discharged from any and all further obligations hereunder.

4. RENTS.  Tenant agrees to pay Landlord  rental of  ($10.75psf)  $42,312.00 per
year plus sales and use tax, as adjusted  annually  pursuant to Section 6 ("Base
Rent").

The Base Rent shall be payable in equal and consecutive monthly  installments of
$3,526.00 plus  applicable  sales tax in advance on the 1st day of each calendar
month during the term.

If the Commencement Date occurs on a date other than the first day of a calendar
month,  rent shall be prorated (on daily basis) for the fractional  month at the
beginning  of the  term  and  paid on the  Commencement  Date,  and rent for the
fractional month at the end of the term shall similarly be prorated.

Tenant  covenants and agrees to pay as  additional  rent a late fee equal to ten
(10%) percent of any Base Rent, additional rent or other charges or payments due
under this Lease that are not paid within five (5) days of their due date.  Said
fee is  intended  to  reimburse  Landlord  for the  additional  bookkeeping  and
administrative costs resulting from Tenants late payment.

Upon execution of the Lease,  Tenant shall pay first month's rent plus sales tax
equaling $3,772.82, and a security deposit in accordance with paragraph 7 herein
equaling $3,772.82, for a total of $7,545.64.

5. OPERATING COSTS. Tenant agrees to pay promptly before delinquency all charges
for  electricity,  gas,  water,  sewer,  and  other  utilities  supplied  to the
Premises,  whether  determined by separate  meter or otherwise.  Such  utilities
shall be paid within the prescribed time therefor set by the billing  authority.
In the event such billing be made through a metering  device whereby the charges
therefor may be billable to Landlord, then Landlord shall
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deliver  written  notice,  thereof to Tenant and  Tenant  shall pay its  portion
thereof  upon  demand.  Said amount  Shall be for the purpose of  determining  a
default  under this Lease and deemed rent  pursuant to Section 4 hereof.  Tenant
shall pay interest on any payments made by Landlord on behalf of Tenant pursuant
hereto at the maximum legal  contract rate permitted by the laws of the State of
Florida.  Notwithstanding  same,  Landlord  shall not be obligated to tender any
such payments on behalf of Tenant.

6.  ADJUSTMENT OF BASE RENT. The Base Rent shall be increased for the second and
each  succeeding  lease year by an amount  equivalent  to fifty cents per square
foot ($.50psf) over the Base Rent for the immediately preceding lease year.

7. SECURITY DEPOSIT.  Tenant shall deposit with Landlord, upon execution hereof;
$3,772.82 as security for Tenant's faithful  performance of Tenant's obligations
hereunder.  If  Tenant  fails to pay rent or other  charges  due  hereunder,  or
otherwise defaults with respect to any provision hereof; Landlord may use, apply
or retain all or any  portion of said  deposits  for the  payment of any rent or
other  charge in default or for the  payment of any other sum to which  Landlord
may become obligated by reason of Tenants default, or to compensate Landlord for
any loss or damage which Landlord may suffer thereby.

If Landlord so uses or applies all or any portion of said deposit, Tenant shall,
within ten (10) days after written demand therefor,  deposits cash with Landlord
in an amount  sufficient to restore said deposit to the full amount  hereinabove
stated, and Tenant's failure to do so shall be material breach hereof.  Landlord
shall not be required to keep said deposit  separate from its general  accounts.
If Tenant performs all of Tenant's  obligations  hereunder,  said deposit, or so
much thereof as has not therefore  been applied by Landlord,  shall be returned;
without  payment Of interest or other  increment  for its use, to Tenant (or, at
Landlord's option, to the last assignee, if any, of Tenant's interest hereunder)
within  thirty  (30) days after the  expiration  of the term  hereof,  and after
Tenant has vacated the Property.

8. USE. The Premises shall be used for office and related  purposes and no other
purpose.  The  Premises  shall not be used for retail  sales or for any  illegal
purpose, nor in any manner that would create any nuisance or trespass or vitiate
any insurance on the Premises of the Building.  Tenant agrees to comply with all
governmental rules' regulation,  decrees, or requirements  applicable to the use
and  occupancy  of the  premises.  If  Tenant  receives  notice  of any claim of
violation of any law, rule or regulation applicable to the Premises of Building,
Tenant  shall  promptly  notify  Landlord of such claim.  Tenant shall not do or
permit  anything to be done in or about the Premises  which will  interfere with
the rights of other  Tenants in the  Building or use or allow the Premises to be
used for any improper,  immoral, unlawful or objectionable purpose. Tenant shall
not commit or suffer to be committed any waste in or upon the Premises.

9.  LANDLORD'S  INTEREST  NOT SUBJECT TO LIENS.  As provided in 713.10,  Florida
Statutes,   the  interest  of  Landlord  shall  not  be  subject  to  liens  for
improvements made by Tenant,  and Tenant shall notify any contractor making such
improvements of this provision.  An appropriate  notice of this provision may be
recorded by Landlord in the Public  Records of the County in which the  property
exists, in accordance with said statute, without Tenant's joinder or consent.

10. REPAIR AND MAINTENANCE.

a.   Tenant accepts the Premises and the Building in their present  condition as
     suited for the use intended by Tenant.  Tenant will,  at its sole  expense,
     maintain the Premises in a clean,  attractive condition and in good repair.
     At the  Expiration  Date or other  termination  of the term,  Tenant  shall
     surrender  and  deliver  up the  Premises  (together  with  all keys to the
     Premises) in like good order and  condition as the same now are or shall be
     at the  Commencement  Date,  ordinary wear and tear, and damage by fire and
     other unavoidable casualty not due to the negligence of Tenants, excepted.
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b.   Landlord will repair and maintain the structural  portions of the Building,
     including the basic  plumbing,  air-conditioning.  beating,  and electrical
     systems,  installed or furnished by Landlord,  unless such  maintenance and
     repairs are caused in part or whole by the act, neglect,  fault or omission
     of Tenant,  Tenant's pests or invitees,  or persons otherwise  permitted on
     the Premises by Tenant, in which case Tenant shall directly pay to Landlord
     the reasonable cost of such  maintenance or repairs.  Landlord shall not be
     liable  for  any  failure  to make  any  such  repairs  or to  perform  any
     maintenance  unless such failure  shall  persist for an  unreasonable  time
     after written notice of the need of such repairs or maintenance is given to
     Landlord by Tenant. Except as may be hereinafter  provided,  there shall be
     no  abatement  of rent and no liability of Landlord by reason of any injury
     to or  interference  with tenants  business  arising from the making of any
     repairs,  alterations, or improvements in or to any portion of the Building
     or the premises or in or to fixtures, appurtenances, and equipment therein.
     Tenant  waives the right to make repairs at  Landlord's  expense  under any
     law,  statute or  ordinance  now or  hereafter  in effect.  Tenant  will be
     responsible for normal maintenance on plumbing, a/c, heating and electrical
     systems up to $250.00 per occurrence.

11.  ALTERATIONS,   ADDITIONS,  OR  IMPROVEMENTS.  Tenant  shall  not  make  any
alterations  additions or improvements  (structural or otherwise) in or upon the
Premises or the Building,  without  obtaining  Landlord's prior written consent.
Any  permitted  additions or  alterations  shall  conform to all  building  code
standards and other  requirements of the federal,  state and local  governments;
and Tenant shall obtain all required governmental permits and approvals prior to
beginning any work at the Premises.

All additions, alterations, installations, changes, replacements or improvements
upon the Premises (including,  but limited to, floor coverings, wall and ceiling
lighting  fixtures,  window blinds and coverings,  drapes and drapery hardware),
whether made or installed by Tenant or by Landlord for Tenant's  benefit,  shall
remain upon the Premises,  become the property of Landlord,  and be  surrendered
with the Premises and without  disturbance or injury at the  Expiration  Date or
other termination of this Lease. Should Landlord elect that certain alterations,
installations,  replacements,  additions to or improvements upon the Premises be
removed upon the  Expiration  Date or other  termination  of this Lease,  Tenant
shall cause the same to be removed at Tenant's sole cost and expense, and Tenant
shall repair any damage that may be caused by said removal.

No later than the Expiration Date, Tenant shall remove all its property from the
Premises and shall repair all injury done in connection with the installation or
removal of said  property.  All  personal  property of Tenant  remaining  on the
Premises  after the  Expiration  Date shall be deemed  abandoned and may, at the
election of Landlord,  be removed and Tenant shall reimburse  Landlord any costs
of removing the same.

In doing work of the nature  described  in this  section,  Tenant shall use only
contractors  or workmen  approved  by  Landlord.  Tenant  shall  also  remove or
appropriately bond off any lien for material or labor claimed to be furnished to
the Premises on Tenant's behalf within ten (10) business days of Tenant's notice
of the filing of such a lien.

Landlord, at Landlord's sole expense, shall recarpet the Leased Premises (carpet
samples shall be given to the Tenant for color selection) and repair and repaint
the existing  front doors.  Landlord,  after full execution of the Lease and the
bank  clearance of the first  month's rent and security  deposit  checks,  shall
allow  the  Tenant  access  to  the  Leased   Premises  to  begin  their  Tenant
modifications. Tenant will abide by all stipulations, restrictions and covenants
of the Lease  during  this  access  period  (to  include,  but not  limited  to,
insurance requirements).

12. FIXTURES AND EQUIPMENT:  REPAIR OR DAMAGE.  Landlord shall have the right to
prescribe the weight and position of all safes,  computer facilities,  and other
heavy equipment or fixtures on the Premises. Tenant shall not install or operate
any heavy equipment or electrically  operated equipment or machinery (other than
typewriters,  adding  machines and other items  normally used in modem  offices)
without  first  obtaining the written  consent of Landlord.  Such consent may be
conditioned  by  Landlord  upon the  payment  by  Tenant of  additional  rent as
compensation for the excess  consumption of water and/or electricity or the cost
of additional wiring occasioned by the operation of said equipment or machinery.
Tenant shall not install any other equipment of any kind which would necessitate
changes, replacements or additions to the water system, plumbing system, heating
system, air

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conditioning  system, or electric system, the Premises or the Building,  without
the prior written consent of Landlord, which consent may be conditioned upon the
payment by Tenant of the cost of any such changes,  replacements or additions to
any of said systems.

The  Landlord  shall be given two (2)  business  days notice of all  movement by
Tenant of furniture,  equipment or other  materials  within the public or common
areas and the Landlord,  shall not be responsible  for any damages to or charges
for moving the same. Any injury to the Premises or the Building caused by moving
property  of Tenant  into or out of the  Building,  and all  breakage  caused by
Tenant or the  agents,  servants,  employees  and  visitors  of Tenant  shall be
repaired by Tenant at its expense.

13. SIGNS AND ADVERTISING.  No sign,  advertising or notices shall be inscribed,
affixed or displayed  on any part of the outside or the inside of the  Building,
or on any part of the outside of the Premises,  except as approved in writing in
advance by Landlord which approval shall not be unreasonably withheld.  Landlord
shall have the right to prohibit any advertisement of Tenant which in Landlord's
opinion tends to impair the reputation of the Building or its  desirability as a
high-quality  office building.  All such signs and advertising shall comply with
the applicable laws and ordinances.

14.  INSURANCE.  Landlord  shall insure the Building  against damage by fire and
casualty,  including  extended  coverage,  in any  amount  Landlord  in its sole
discretion shall deem adequate, and shall maintain such insurance throughout the
term.

Tenant shall insure all of its property,  including leasehold  improvements,  at
the Premises against damage by fire and casualty,  including  extended coverage,
in such amount as shall be approved by Landlord,  and Tenant shall maintain such
insurance  throughout the term. In addition,  Tenant shall maintain with respect
to the premises,  comprehensive public liability insurance,  with minimum limits
of $1,000,000  for personal  injury and  $1,000,000  for property  damage,  such
insurance  shall be for the joint  benefit of Landlord and Tenant and shall name
Landlord and Managing Agent as additional insureds.

The insurance  coverages  required of Tenant shall be maintained  with companies
qualified to do business in Florida and otherwise acceptable to Landlord. Tenant
shall deliver certificates of insurance indicating the above-specified coverages
to Landlord no later than the Commencement Date, and continuing evidence of such
coverages  annually  thereafter.  Such  insurance  policies  shall  be in a form
reasonably satisfactory to the Landlord and Managing Agent and shall provide for
non-cancellation without at least ten (10) days prior written notice.

15.  INSURANCE  RATING.  if any  increase in rating of fire  insurance  or other
insurance  as stated by any  insurance  company or by the  applicable  Insurance
Rating Bureau to be due to activity or equipment in or about the Premises,  such
statement  shall be  evidence  that  the  increase  in such  rate is due to such
activity or equipment  and, as a result  thereof Tenant shall be liable for such
increase and shall reimburse Landlord therefore.

16. MUTUAL WAIVERS OF SUBROGATION. Neither Landlord, nor Managing Agent shall be
liable (by way of  subrogation  or  otherwise) to any party (or to pay insurance
company  insuring  another party) for any loss or damage to any property covered
by insurance,  even though such loss or damage might have been occasioned by the
negligence of Landlord,  Tenant or Managing Agent, or their  respective  agents,
employees invitees, or guests. This provision shall be in effect only so long as
the applicable  insurance policies shall provide that the aforementioned  waiver
shall not affect the right of the insured to recover  under such  policies,  and
each party shall use its best efforts (including payment of additional premiums,
if  necessary)  to have its insurance  policies  contain the standard  waiver of
subrogation  clause.  In the event  landlord's  or  Tenant's  insurance  carrier
decline to accept a standard waiver of subrogation  clause,  Landlord or Tenant,
as the case may be, shall  promptly  notify the other party,  in which event the
other party shall not be required to have its insurance  policies contain waiver
of subrogation clause.

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17.  DEFAULT.  The  occurrence of any one or more of the following  events shall
constitute a default and breach of this Lease by Tenant:

a.   Tenant's  failure to make  payments  of any Base Rent  Additional  Rents or
     other rents and charges due  hereunder,  where such failure shall  continue
     for a period of five (5) days after rent or charges are due-,

b.   Tenant's failure to perform or comply with any of its covenants, agreements
     or obligations hereunder for a period of five (5) days after written notice
     by Landlord;

c.    The vacating or abandonment of the Premises;

d.   The making by Tenant of any general  assignment or general  arrangement for
     the benefit of creditors;  or the filing by or against Tenant of a petition
     to have Tenant  adjudged a bankrupt,  or a petition  or  reorganization  or
     arrangement under any law relating to bankruptcy  (unless, in the case of a
     petition filed against Tenant the same is dismissed  within sixty (60) days
     of the  appointment  or a  trustee  or a  receiver  to take  possession  of
     substantially  all of Tenant's assets located at the Premises or of Tenants
     interest in this Lease,  where  possession is not restored to Tenant within
     thirty (30) days or the attachment  execution or other judicial  seizure of
     substantially all of Tenant's assets located at the Premises or of Tenant's
     interest in this Lease, where such seizure is not discharged in thirty (30)
     days; or

e.   The  assignment  or  subletting  of all or  part  of the  Premises,  either
     voluntary or by operation of law, without the written consent of Landlord.

8.  REMEDIES  ON  DEFAULT.  In the event of any  default  or  breach by  Tenant,
Landlord may at any time thereafter, with or without notice or demand:

a.   Terminate  Tenant's  right to  possession  under the lease and  reenter and
     retake  possession  of the  Premises  and  relet or  attempt  to relet  the
     Premises  on  behalf  of  Tenant  at such  rent and  under  such  terms and
     conditions  as  Landlord  may deem  best  under the  circumstances  for the
     purpose of reducing  Tenant's  liability.  Landlord  shall not be deemed to
     have thereby accepted a surrender of the Premises,  and Tenant shall remain
     liable for all Rents and  Charges  due under this Lease and for all damages
     suffered by Landlord  because of Tenant's breach of any of the covenants of
     the Lease.

b.   Declare this Lease to be  terminated,  ended and null and void, and reenter
     upon and take  possession of the Premises  whereupon  all right,  title and
     interest of the Tenant in the Premises shall end.

c.   Accelerate and declare the entire remaining unpaid Base Rent and Additional
     Rent for the  balance  of this  Lease  to be  immediately  due and  payable
     forthwith,  and may, at once,  take legal action to recover and collect the
     same.

     All rights and remedies of Landlord herein  enumerated  shall be cumulative
     and  nothing  herein  contained  shall  exclude  any other  right or remedy
     allowed by law.

     No reentry or retaking  possession  of the  Premises  by Landlord  shall be
     construed  as an election  on its part to  terminate  this Lease,  unless a
     written notice of such  intention be given to Tenant.  Nor shall pursuit of
     any remedy herein  provided  constitute a forfeiture or waiver of any Rents
     and Charges due to Landlord  hereunder or any damages  accruing to Landlord
     by reason of the  violations of any of the terms,  provisions and covenants
     herein  contained.   Landlord's  acceptance  of  rent  or  Additional  Rent
     following  any  event  of  default  hereunder  shall  not be  construed  as
     Landlord's  waiver of such event of  default.  Forbearance  by  landlord to
     enforce  one or more of the  remedies  herein  provided  upon an  event  of
     default  shall not be deemed or  construed  to  constitute  a waiver of any
     other violation or default.

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     Legal  options to recover  for loss or damage that  Landlord  may suffer by
     reason of termination of this Lease or the deficiency from any reletting as
     provided  for above  shall  include  the  expense of  repossession  and any
     repairs or remodeling undertaken by Landlord following repossession.

19. LANDLORD'S CURE OF DEFAULT BY TENANT. If Tenant fails to make any payment or
to promptly do any act or perform any obligation  required of Tenant  hereunder,
then Landlord at its option may make such payment or do such act or perform such
obligation.  In such case, any charges or expenses paid, incurred or suffered by
Landlord,  together with interest thereon at the rate of eighteen (18 %) percent
per annum, from the date paid by Landlord,  shall constitute additional rent due
and payable by Tenant to Landlord  along with the next  monthly  installment  of
Rents and Charges after Landlord has sent a written invoice therefore; provided,
however,  that any such  payments,  actions or performance by Landlord shall not
operate to cure such failure(s) by Tenant, or to estop Landlord from the pursuit
of any remedy to which Landlord would otherwise be entitled.

20. NO WAIVER. If under the provisions hereof any compromise or settlement shall
be made, or if Landlord or Tenant fails to insist upon strict performance by the
other party of any provision  hereof-,  it shall not be construed as a waiver or
relinquishment  for the future of any such  provision,  but such provision shall
remain in fig force and effect.  No waiver of any  provision of this Lease shall
be deemed to have been  made,  unless in  writing  and signed by the party to be
charged  therewith.  No payment by Tenant or  receipt  by  Landlord  of a lesser
amount than the monthly  installments  of Rents and  Charges  herein  stipulated
shall be deemed to be other than on account of the earliest stipulated Rents and
Charges,  nor shall any  endorsement  or  statement  on any check (or any letter
accompanying  any check or  payment) be deemed an accord and  satisfaction,  and
Landlord may accept any such check or payment  without  prejudice to  Landlord's
right to recover  the  balance of such Rents and  Charges or to pursue any other
remedy in this Lease.  No reentry by Landlord,  and no acceptance by Landlord of
keys from Tenant,  shall be considered  an implied  acceptance of a surrender of
this Lease.

21. LANDLORD'S LIEN.  Tenant hereby pledges and assigns to Landlord,  and grants
to Landlord a security  interest in and  against  (under the Uniform  Commercial
Code as enacted in Florida) all goods, furniture,  equipment fixtures, and other
personal  property of Tenant which are presently or may hereafter be situated on
the Premises,  and all proceeds therefrom,  as security for payment of the Rents
and Charges  hereunder.  The lien and security  interest  hereby  created may be
enforced and/or perfected, at the election of Landlord in any lawful manner.

22. INSPECTION.  Tenant shall allow Landlord, its agents and employees, to enter
the Premises at all  reasonable  times without  charge to examine or inspect the
Premises,  or to  prevent  damage  of  injury  to  the  same,  or to  make  such
alterations and repairs as Landlord may deem  necessary,  or to exhibit the same
to prospective tenants during the last three months of the term.

23. LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSONS. Landlord shall not be
liable to Tenant for (i) any  accident or damage  caused by  electric  lights or
wires or the operation of elevators, heating, lighting or plumbing apparatus, or
any  accident or injury  occurring in the  connection  with the Building and its
services,  (ii) losses of or damage to property of Tenant caused by rain,  water
or steam that may leak into or flow from any part of the  Building  through  any
defect in the roof or  plumbing  or from any  other  source,  including  but not
limited to acts or  omissions  on the part of other  tenants of the  Building or
person using or present at the Building, or (iii) thefts or losses of, or damage
to, any goods, cask personal effects or other personal property stored or placed
by Tenant (or its employees, agents visitors, licensees or invitees) in or about
the Premises or the Building,  unless the losses or damages  referred to in said
items (i) through  (iii) are caused by negligence of Landlord and are covered by
casualty or liability insurance carried by Landlord.

24.  INDEMNIFICATION.  Tenant shall indemnify and save harmless Landlord and its
Managing Agent from and against any and all claims, actions, damages,  liability
and  expenses,   including  court  costs  and  reasonable  attorneys'  fees,  in
connection  with the loss of life,  personal  injury and/or  damages  arising in
whole or in part from or out of any occurrence in, upon or at the Premises, (ii)
the occupancy or use by Tenant or any other party of the Premises,  or (iii) any
act or  omission  of Tenant,  its  agents,  servants,  employees,  assignees  or
invitees.

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25.  FIRE AND  CASUALTY  DAMAGE.  If the  portion of the  Building  of which the
Premises are a part Is damaged by fire or other  casualty  but remains  tenable,
Landlord  shall  repair and  restore  said  portion of the  Building  within one
hundred  twenty (120) days (or such longer  period of time as may be  reasonably
necessary  under  the  circumstances)  thereafter  and this  Lease  shall not be
terminated.  In such event  during the period that Tenant is deprived of the use
of the  Premises,  Tenant shall be required to utilize any of the Premises  that
Tenant is able to occupy,  the Rents and Charges for said remaining  space shall
be that  portion of the total Rents and Charges  which the amount of square foot
area that can be  occupied  bears to the total  square  foot area of the  entire
Premises.

If said portion of the Building shall be so damaged by fire or other casualty as
to be untenable,  then unless said damage is repaired by Landlord  within ninety
(90) days  thereafter,  either party  hereto,  upon written  notice to the other
party given at any time  following  the  expiration of said 90-day  period,  may
terminate  this Lease,  in which case all Rents and Charges shall be apportioned
and paid to the date of said fire or other casualty.

Notwithstanding the preceding provision,  if the Building is so severely damaged
or  destroyed  by fire or  other  casualty  (although  the  Premises  may not be
affected) that Landlord shall decide within a reasonable  time not to rebuild or
reconstruct the Building,  then this Lease shall  terminate.  No compensation or
claim for  diminution  of Rents and Charges will be allowed or paid by Landlord,
by reasons of inconvenience,  annoyance or injury to business,  arising from the
necessity of repairing  the Premises,  or any portions of the  Building.  If the
Leasehold  Improvements of the Premises are destroyed by fire or other casualty,
Tenant,  at  Tenant's  sole  expense,   shall  promptly  restore  the  Leasehold
Improvements  as nearly as possible to their  condition  prior to such damage or
destruction.

26.  CONDEMNATION.  If the  Premises,  or any  part  thereof,  shall be taken or
condemned  or sold  for  public  or  quasi-public  use or  purpose  by or to any
government authority,  this Lease shall fully cease and terminate as of the date
when possession is delivered to such authority. In such event, Tenant shall have
no claim against  Landlord (for the value of the unexpired  term,  for leasehold
improvements,  for goodwill or loss of business,  or  otherwise),  and shall not
have any claim or right to any portion of the award or damages  that may be paid
as a result of any such  condemnation,  and any  rights  of  tenant  to  damages
therefore are hereby assigned by Tenant to Landlord.

27.  ASSIGNMENT AND SUBLETTING.  Tenant will not sublet the Premises or any part
thereof (or transfer  possession  or occupancy  thereof) to any person,  firm or
corporation, or transfer or assign this Lease, without the prior written consent
of Landlord,  nor shall any subletting or assignment be effected by operation of
law or otherwise than by the prior written  consent of Landlord.  The consent by
Landlord to any  assignment  transfer or subletting  shall not be construed as a
waiver or release of Tenant from the terms of any covenant or  obligation  under
this Lease,  nor shall the  collection or acceptance of Rents;  and Charges from
any such assignee, transferee,  subtenant or occupant constitute or be construed
as such a waiver or release of Tenant or Guarantor.

28.  HOLDING  OVER.  In the event Tenant  shall not  immediately  surrender  the
Premises on the  Expiration  Date,  Tenant shall become a tenant by the month at
twice the monthly  Rents and Charges in effect  during the month  preceding  the
Expiration  Date.  Tenant  shall  thereafter  be subject to all  conditions  and
covenants  of this  Lease  as  though  the same had  originally  been a  monthly
tenancy.  Thereafter,  Tenant  shall give  Landlord  at least  thirty (30) days'
written  notice of any  intention  to quit the  Premises,  and  Tenant  shall be
entitled to thirty (30) days' written  notice from Landlord to quit the Premises
(except in the event of any failure or breach  under  Section 19, in which event
the provisions of Section 19 shall govern).

Notwithstanding  the foregoing  provisions,  in the event that Tenant shall hold
over after the Expiration Date and Landlord shall desire to regain possession of
the  Premises  promptly  at such  time  then at any  time  prior  to  Landlord's
acceptance  of rents and  charges  from  Tenant as a monthly  tenant  hereunder,
Landlord at its option may reenter and take  possession  of the  Premises in any
manner permissible under the laws of the State of Florida.

                                       7
<PAGE>
29.  SUBORDINATION.  This Lease is subject and subordinate to any mortgage which
may now or hereafter encumber or otherwise affect the real estate (including the
Building) of which the Premises form a part,  and to all  renewals,  extensions,
modifications,   consolidations,  replacements,  recastings  and/or  refinancing
thereof.  This provision shall be  self-operative,  and no further instrument of
subordination  shall be  required  by any  mortgagee.  In  confirmation  of such
subordination,  upon  Landlord's  request,  Tenant  shall  promptly  execute any
requisite or appropriate certificate or document.  Tenant hereby constitutes and
appoints Landlord as Tenant's  attorney-in-fact  to execute any such certificate
for or on behalf of Tenant.  In the event that any  proceedings  are brought for
the  foreclosure of any such  mortgage,  Tenant shall attorn to the purchaser at
such  foreclosure  sale and shall recognize such purchaser as the landlord under
this Lease,  and Tenant waives the provisions of any statute or rule of law (now
or  hereafter  in effect)  which may give or purport to give Tenant any right to
terminate or otherwise adversely affect this Lease and the obligations of Tenant
hereunder in the event that any such  foreclosure  proceeding  is  prosecuted or
completed.  At the written  request of the party  secured by any such  mortgage,
Tenant shall also execute,  acknowledge  and deliver any instrument that has for
its purpose and effect the confirmation of the above  subordination of the Lease
to any mortgage.

30. ESTOPPEL CERTIFICATE. Tenant agrees, at any time and from time to time, upon
not less than ten (10) days'  prior  written  notice by  Landlord,  to  execute,
acknowledge  and deliver to Landlord a statement in writing (i) certifying  that
this  Lease is  unmodified  and in full  force and effect or, if there have been
modifications,  that this  Lease is in full  force and  effect as  modified  and
stating  any  such  modification;  (ii)  certifying  that  Tenant  has  accepted
possession of the  Premises;  (iii) stating that no rents and charges under this
Lease have been paid more than  thirty (30) days in  advance'  (iv)  stating the
address to which notices to Tenant should be sent; (v)  certifying  that Tenant,
as of the date of any such  certification,  has no charge,  lien or claim of set
off under this Lease  otherwise,  against  Rents and  Charges;  and (vi) stating
whether or not, to the best of Tenants knowledge,  landlord is in default in the
performance  of any  covenant,  agreement or condition  contained in this Lease,
and, if so, specifying each such default of which Tenant may have knowledge.

Any statement  delivered  pursuant  hereto may be relied upon by any prospective
mortgagee of the Building or of Landlord's interest or any prospective  assignee
of any such mortgage.

Tenant further agrees that it will not seek to terminate this Lease by reason of
any act or omission of Landlord  until Tenant shall have given written notice of
such act or  omission  to any  mortgagees  of Landlord as may have been given to
Tenant by Landlord  from time to time,  at such address or addresses and until a
reasonable  period of time  shall  have  elapsed  following  the  giving of such
notice,  during which period of time Landlords  mortgagees shall have the right,
but shall not be obligated, to remedy such act or omission.

31.  NOTICES.  All  notices and  communications  required or desired to be given
hereunder  by  either  party to the  other  shall be given  either  by  personal
delivery or by certified or registered  mail,  postage  prepaid,  return receipt
requested,  and shall be deemed to have been  given  upon the  earlier of actual
receipt  or  three  business  days  after  posting.  All such  notices  shall be
addressed as follows:

                                    LANDLORD:

                           TANNENBAUM PROPERTIES, INC.
                          c/o Fox and Associates, Inc.
                       8902 North Dale Mabry Highway, #101
                              Tampa, Florida 33614

                                     TENANT:

            American Glaucoma Institute of Florida - Clearwater, Inc.
                           7491 Ulmerton Road, Suite I
                              Largo, Florida 34641

                                       8
<PAGE>
Either party may, by like written notice,  designate a new address to which such
notices shall be directed, In addition,  all Rents and Charges payable by Tenant
to Landlord shall be paid to the Managing Agent at his address set forth above.

32. NO PARTNERSHIP. Nothing contained in this Lease Shall be deemed or construed
to create a partnership or joint venture among  Landlord,  Managing Agent and/or
Tenant, or create any other  relationship  between the parties hereto other than
that of Landlord and Tenant.

33. NO REPRESENTATION BY LANDLORD. Neither Landlord nor any agent or employee of
Landlord,  has made any representations or promises with respect to the Premises
or the Building except as herein expressly set forth, and no rights, privileges,
easements or licenses are acquired by Tenant except as herein set forth.

'Me taking of possession of the Premises by Tenant shall be conclusive  evidence
that the Premises and the Building are in good and satisfactory  condition as of
the  Commencement  Date,  except as  herein  expressly  set forth the  taking of
possession  of the  Premises by Tenant  shall be  conclusive  evidence  that the
Premises,  and the  Building  are in good and  satisfactory  condition as of the
Commencement Date.

34.  BROKERAGE.  Each party represents that it has not had dealing with any real
estate broker, finder or other person with respect to this Lease, except FOX AND
ASSOCIATES,  INC.  Each party shall  indemnify and hold harmless the other party
from all damages  resulting from claims asserted  against the other party by any
other  broker,  finder or  persons  with whom the party has or  purportedly  has
dealt,  and Landlord  shall pay any  commissions or fees that are payable to the
aforesaid  named broker or finder with respect to the Lease,  in accordance with
the provisions of a separate commission contract.

35.  QUIET  ENJOYMENT.  Tenant  shall  have the  peaceful  and  quiet use of the
Premises  for the term of this  Lease,  without  hindrance  or  interruption  by
Landlord or any other person  lawfully  claiming by, through or under  Landlord,
subject to Tenant's  observance  and  performance of all terms and conditions of
this  Lease,  and to any and/or  Landlord's  interest  in the  Premises  and the
Building,  may be  subordinate.  Landlord  warrants  that he has full  right and
authority to enter into this Lease for the full term.

36. RULES AND  REGULATIONS.  Tenant will observe and comply with any  reasonable
rules and regulations  that Landlord may prescribe (by written notice to Tenant)
for the safety,  care and  cleanliness of the Building and the Parking Area, and
the comfort, quiet and convenience of other occupants of the Building.

37.  RENTABLE FLOOR AREA. As used in this Lease,  the term "rentable floor area"
shall  mean (i) the  number of  usable  square  feet of floor  area  within  die
Premises,  plus (ii) Tenant's deemed pro rata share of the square footage within
the common areas of the Building,

38.  LENDER'S  MODIFICATION.  If in connection  with securing  financing for the
Building, an institutional lender shall request reasonable modifications in this
Lease as a condition to such financing, Tenant will not unreasonably withhold or
delay  its  consent,  provided  that  such  modifications  do not  increase  the
obligations of Tenant hereunder or materially adversely affect Tenants leasehold
interest or Tenant's use and enjoyment of the Premises.

39.  APPLICABLE  LAW.  Florida Law shall govern the  validity,  performance  and
enforcement of this Lease.  If any provisions of this Lease shall at any time be
deemed to be invalid or illegal  by any court of  competent  jurisdiction,  this
Lease  shall not be  invalidated  thereby.  In such  event,  THIS Lease shall be
construed  as if such  invalid  or  illegal  provisions  had not been  contained
herein, thereby preserving all of the other terms, conditions, and provisions of
this Lease.

                                       9
<PAGE>
40. ATTORNEY'S FEES, ETC. Should either party employ an attorney or attorneys to
enforce any of the  provisions  hereof or to protect its  interest in any matter
arising hereunder, or to recover damages for the breach

hereof the party  prevailing  shall be entitled to recover  from the other party
all reasonable costs, charges and expenses, including attorneys' fees, the value
of time charged by  paralegal  and/or other staff  members  operating  under the
supervision  of an  attorney,  and other  legal  costs  expended  or incurred in
connection therewith, before, during and subsequent to any litigation, including
arbitration  and appellate  proceedings,  bankruptcy or similar  debtor/creditor
proceedings,   and  proceedings  to  enforce  any  indemnity   agreement  herein
contained.

41.  ENTIRE  AGREEMENT.  This Lease,  together  with the  Exhibits  incorporated
herein,  contains the entire and only agreement between the parties, and no oral
statements or  representations or prior written matter not contained or referred
to in this  instrument  shall have any force or effect.  This Lease shall not be
modified in any way except in writing subscribed by both Landlord and Tenant.

42. HEIRS AND ASSIGNS:  MISCELLANEOUS.  The provisions of this Lease shall inure
to the benefit of and be binding upon Landlord and Tenant,  and their respective
successors, heirs, executors, administrators, legal representatives and assigns.
Landlord  may  freely  and fully  assign its  interest  hereunder,  and the term
"Landlord"  as used in this Lease means only the then owner of the  Building and
the Premises.

Accordingly, in the event of any sale or lease of the Building and the Premises,
Landlord shall be entirely relieved of all covenants and obligations of Landlord
accruing  thereafter,  and it shall be deemed without further agreement that the
purchaser of the lease, as the case may be, have assumed and agreed to carry out
all covenants and obligations of Landlord hereunder during the period such party
has ownership  and/or  possession of the Building and the Premises.  Neither the
shareholders, nor the officers nor the directors of Landlord shall be liable for
the  performance  of Landlord's  obligations  under this Lease.  Tenant  further
agrees that the  liability of Landlord for its  obligations  under this Lease is
specifically  limited to  Landlord's  interest in the Building and the Premises,
and Landlord shall never be personally  liable with respect to any of the terms,
covenants and conditions of this Lease.

43.  RADON GAS  DISCLOSURE.  The  following  language  is required by law in any
contract  involving  the sale or  lease  of any  building  within  the  State of
Florida:

"RADON GAS: Radon is a naturally  occurring  radioactive  gas that,  when it has
accumulated in a building in sufficient quantities,  may present health risks to
persons who arc exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit."

44. ENVIRONMENTAL COMPLIANCE.

a.   Tenant  shall not use,  generate,  manufacture,  produce,  store,  release,
     discharge or dispose of, on, under or about the  Property,  or transport to
     or from the Property,  any Hazardous Substance (as defined below), or allow
     any other  person or entity to do so.  Tenant  shall keep and  maintain the
     Property in compliance  with, and shall not cause or permit the Property to
     be in violation of any Environment  Laws (as defined  below),  except those
     substances properly permitted for by all governmental agencies.

b.   Tenant  shall give  prompt  notice to  Landlord  of (i) any  proceeding  or
     inquiring by any governmental  authority  (including without limitation the
     Florida Environmental Protection Agency or Florida Department of Health and
     Rehabilitative  Services)  with  respect to the  presence of any  Hazardous
     Substance  on the  Property  or the  migration  thereof  from  or to  other
     property;  (ii) all claims made or  threatened  by any third party  against
     Tenant,  Landlord or the Property  relating to any loss or injury resulting
     from  any  hazardous  Substance;   and  (iii)  Tenant's  discovery  of  any
     occurrence or condition on any real  property  adjoining or in the vicinity
     of the  Property  that could cause the  Property or any part  thereof to be
     subject to any restrictions on the ownership, occupancy, transferability or
     use of the Property under any Environmental  Law or any regulation  adopted
     in accordance therewith.

                                       10
<PAGE>
c.   Tenant shall protect,  indemnify and hold harmless Landlord, its directors,
     officers,  employees,  agents,  successors  and  assigns  any and all loss,
     damage,  cost, expense or liability  (including  attorneys' fees and costs)
     directly  or  indirectly  arising  out  of  or  attributable  to  the  use,
     generation, manufacture,  production, storage, release, threatened release,
     discharge,  disposal,  transport or presence of a Hazardous  Substance  on,
     under,  about, to or from the Property,  including  without  limitation all
     foreseeable  consequential  damages and the costs of any necessary  repair,
     cleanup or detoxification of the Property, in any way arising from the acts
     of Tenants.

d.   "Environmental  Laws" shall mean any federal,  state or local law, statute,
     ordinance  or  regulation  pertaining  to health,  industrial  hygiene,  or
     environmental conditions on, under or about the Property, including without
     limitation  the  Comprehensive   Environmental  Response  Compensation  and
     Liability  Act of 1980, as amended from time to time  (CERCLA"),  42 U.S.C.
     Sections  9601 et seq.  and the Resource  Conservation  and Recovery Act of
     1976,  as amended from time to time  ("RCRA"),  42 U.S.C.  Sections 6901 et
     seq.

     The term "Hazardous Substance's shall include without limitation: (i) those
     substances  included  within the  definitions  of  "hazardous  substances,"
     "hazardous  materials,"  "toxic  substances,"  or "solid  waste" in CERCLA,
     RCRA, and the Hazardous Materials  Transportation,  Act, 49 U.S.C. Sections
     1801 et seq. and in the regulations promulgated pursuant to said laws; (ii)
     those substances  defined as "hazardous  wastes" in any Florida Statute and
     in the regulations promulgated pursuant to any Florida Statute; (iii) those
     substances listed in the United States  Department of Transportation  Table
     (49 CER 172. 101 and amendments thereto) or by the Environmental Protection
     Agency (or any successor  agency) as hazardous  substances (40 CFR Part 302
     and amendments thereto);  (vi) such other substances,  materials and wastes
     which are or become regulated under applicable local, state or federal law,
     or which arc - classified  as hazardous  or toxic under  federal,  state or
     local laws or regulations;  and (v) any material,  waste or substance which
     is (1) petroleum, (2) asbestos, (3) polychlorinated  biphenyl, (4) designed
     as a "hazardous  substance" pursuant to Section 311 of the Clean Water Act,
     33 U. S. C. Sections 1251 et seq., or listed pursuant to Section 307 of the
     Clean Water Act, (5) flammable explosive, or (6) radioactive materials.

e.   Landlord  shall have the right to inspect the Property  and audit  Tenant's
     operations  thereon to ascertain Tenants  compliance with the provisions of
     this Lease at any  reasonable  time,  and  Tenant  shall  provide  periodic
     certifications to Landlord,  upon request, that Tenant is in the compliance
     with the environmental  restrictions contained herein.  Landlord shall have
     the right,  but not the obligation,  to enter upon the Property and perform
     any obligation of Tenant hereunder of which Tenant is in default, including
     without limitation any remediation necessary due to environmental impact of
     Tenant's  operations on the Property,  without waiving or reducing Tenant's
     liability for Tenant's default hereunder.

f.   All of the terms and provisions of the Section shall survive  expiration or
     termination of this Lease for any reason whatsoever.

45. AMERICANS WITH DISABILITIES ACT OF 1990 ("ADA").  Within five (5) days after
receipt,  Tenant shall advise  Landlord in writing,  and provide  Landlord  with
copies of (as applicable),  any notices alleging violation of the Americans with
Disabilities  Act of 1990 ("ADA")  relating to any portion of the Premises;  any
claims made or threatened in writing  regarding  noncompliance  with the ADA and
relating to any portion of the  Premises;  or any  governmental,  or  regulatory
actions or investigations  instituted or threatened regarding noncompliance with
the ADA and relating to any portion or the Premises.

                                       11
<PAGE>
LANDLORD AND TENANT HAVE  CAREFULLY  READ AND REVIEWED  THIS LEASE AND EACH TERM
AND  PROVISION  CONTAINED  HEREIN AND, BY  EXECUTION  OF THIS LEASE,  SHOW THEIR
INFORMED AND VOLUNTARY  CONSENT  THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE
PROPERTY.

NEITHER LANDLORD NOR TENANT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,  PROCEEDING,
COUNTERCLAIM, OR ANY OTHER LEGATION PROCEEDING BASED UPON OR ARISING OUT OF THIS
LEASE,  ANY RELATED  AGREEMENT OR INSTRUMENT OR THE DEALINGS OR THE RELATIONSHIP
BETWEEN  LANDLORD  AND  TENANT.   NEITHER  LANDLORD  NOR  TENANT  WILL  SEEK  TO
CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED.

THE PROVISIONS OF THIS  PARAGRAPH HAVE BEEN FULLY  DISCUSSED BY TENANT AND THESE
PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER LANDLORD NOR TENANT HAS IN
ANY WAY AGREED WITH OR REPRESENTED THAT THE PARAGRAPH WILL NOT BE FULLY ENFORCED
IN ALL INSTANCES.

IN WITNESS WHEREOF, the parties hereto have executed this Lease.

Signed, sealed and delivered        LANDLORD:
in the presence of:
                                    TANNENBAUM PROPERTIES, INC.

/s/ Signature Illegible             By: /s/ Signature Illegible
-----------------------                 --------------------------

/s/ Signature Illegible             Date: 8/10/98
-----------------------                  -------------------------

                                    TENNANT:

                                    By: /s/ G. Richard Smith, President/Director
                                        ----------------------------------------
                                          G. Richard Smith, President/Director
                                          --------------------------------------
                                    Its:
                                         ---------------------------------------
                                    Date:  8/8/98
                                         ---------------------------------------

                                       12
<PAGE>
                                   EXHIBIT "A"



                               7491 ULMERTON ROAD
                             ST. PETERSBURG, FLORIDA




                                     SUITE 1

                                    SUITE 2A

                                    SUITE 2B

                                    SUITE 3A

                                    SUITE 3B

                                       13
<PAGE>
                                    NOTICE TO
             OWNERS, PROSPECTIVE TENANTS AND BUYERS OF REAL PROPERTY
                 REGARDING THE "AMERICAN WITH DISABILITIES ACT"

Please be advised that an owner or tenant of real Property may be subject to the
Americans  with  Disabilities  Act (the ADA),  a Federal law  codified at 42 USC
Section 12101 et seq.  Among other  requirements  of the ADA that could apply to
your  property,  Title III of the ADA  requires  owners  and  tenants of "public
accommodations"  to remove  barriers  to allow  access by  disabled  persons and
provide  auxiliary  aids and  services for  hearing,  vision or speech  impaired
persons by January  26,  1992.  The  regulations  under Title III of the ADA are
codified at 28 CFR Part 36.

We recommend that you and your attorney review the ADA and the regulations, and,
if appropriate,  your proposed lease or purchase agreement, to determine if this
law could  apply to you,  and the  nature of the  requirements.  These are legal
issues. You are responsible for conducting your own independent investigation of
these issues.  Fox and  Associates,  Inc.  cannot give you legal advice on these
issues.

Please acknowledge your receipt of this notice by signing and dating it below.

Received on: 8-8, 1998

Signature:  /s/ G. Richard Smith
            --------------------

Printed Name G. Richard Smith
            --------------------
                                       14