SUBLEASE

      This  SUBLEASE  is  made  this  18th  day of  May,  2004  by  and  between
NANOBACLABS, LLC, whose address is: 2727 W. Martin Luther King, Jr. Blvd., Suite
850, Tampa,  Florida 33607 ("Landlord") and TAMPA BAY SURGERY CENTER ASSOCIATES,
LTD., a Florida limited partnership,  whose address is:11811 N. Dale Mabry Hwy.,
Tampa,  Florida 33618 ("Tenant") and consented to by C & L RETIREMENT MOP TAMPA,
L.P., a limited partnership, whose ____________________________________  address
is: (the "Master Landlord").

                          ARTICLE 1: BASIC PROVISIONS

1     Tenant's  Name:  Tampa Bay  Surgery  Center  Associates,  Ltd.,  a Florida
limited partnership.

1.2   Master Lease:  That certain lease  agreement  dated the 17th day of April,
2002 by and  between  MLK-Tampa  Associates,  LLC, a limited  liability  company
created under the laws of the state of Delaware,  as Landlord,  and Nanobaclabs,
LLC, a limited  liability company created under the laws of the state of Florida
Tenant (the "Lease") as amended by that First  Amendment to Lease by and between
Landlord and Tenant dated the 1st day of September, 2002 (the "First Amendment")
(the foregoing Lease and First Amendment hereinafter collectively referred to as
the "Master  Lease"),  said Master Lease having been duly assigned to the Master
Landlord by Assignment of Lease dated the 18th day of May, 2004.

1.3   Premises:  That certain premises more particularly  described as the First
Expansion Space in the First Ament, said premises to include an additional 2,121
rentable square feet located on the first floor within the "Tampa Medical Tower"
in Tampa, Florida as the same is further described in the Master Lease.

1.4   Commencement Date: As of the 18th day of May, 2004.

1.5   Term:  Beginning on the Commencement Date (as defined above) and ending on
June 30, 2010 unless otherwise  extended in writing in accordance with the terms
of this Sublease or the Master Lease.

1.6   Permitted Use: Those uses more  particularly set forth in section 6 of the
Lease, subject to the terms and conditions set forth herein.

1.7   Rent:  Those  rental  sums  more  particularly  set forth on  Exhibit  "A"
attached hereto and made a part hereof,  plus applicable  sales tax thereon,  if
any.

1.8   Rent Payment  Address:  Tenant shall send Rent  payments to the  following
address or such other address of which Landlord shall provide notice:


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      Nanobaclabs, LLC
      2727 W. Martin Luther King, Jr. Blvd., Ste. 850
      Tampa, FL 33607

      The foregoing  provisions  shall be interpreted  and applied in accordance
with the other provisions of this Sublease. The terms in this Article, and other
terms  defined  in this  Sublease,  if any,  shall have the  meanings  specified
therefor herein, when used as capitalized terms in this Sublease.


                ARTICLE 2: PREMISES, USE, EXCLUSIVE, TERM, RENT

2.1   Premises. Landlord hereby subleases to Tenant, and Tenant hereby subleases
from Landlord, the Premises for the Term (as defined below).

2.2   Permitted Use(s).  Tenant shall have the right to use the Premises for the
Permitted Use more particularly described in section 1.6 of this Sublease.

2.3   Term.  The Term of this  Sublease  shall be the term as more  particularly
described in paragraph 5 of the First Amendment.

2.4   Rent.  Commencing  on the ___ day of May, 2004 and  continuing  thereafter
through  the  remainder  of the  Term,  Tenant  shall  pay the Rent set forth on
Exhibit "A" in equal monthly  installments in advance on or before the first day
of each calendar month during the Term.

2.5   Payment of Rent.

A.    Unless otherwise agreed in writing by and between Landlord and Tenant, any
sums paid or  expenses  incurred  by  Landlord  to correct  defaults of Tenant's
obligations  hereunder shall be payable to Landlord as additional rent. All Rent
shall be paid in lawful money of the United States of America.

B.    Any payment by Tenant or acceptance by Landlord of a lesser amount than is
due from Tenant shall be treated as a payment on account.

2.6   Personal Property Taxes.  Tenant shall pay before  delinquency any and all
taxes and other charges,  if any, that are levied or assessed  against  Tenant's
personal  property  installed  or located in or on the  Premises.  Tenant  shall
furnish to Landlord, on written demand, satisfactory evidence of such payments.


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                    ARTICLE 3: UTILITIES AND OTHER SERVICES

      3.1   Utilities  and Other  Services.  Subject  to the terms of the Master
Lease,  all  utilities,  if any,  (including  but not limited to water,  gas and
electricity)  related to the Premises or Tenant's  use of the Premises  shall be
paid by the Tenant,  together  with any and all deposits,  impact fees,  service
costs or otherwise, as the case may be.

           ARTICLE 4: REPAIR; COMPLIANCE; RULES AND REGULATIONS; LIENS

      4.1   Repair:  The  Tenant  and/or  Landlord,  as the case  may be,  shall
maintain  and repair the  Premises  in  accordance  with the terms of the Master
Lease.

A.    The Tenant shall  maintain and repair the Premises in accordance  with the
terms of the Master Lease, if any.

B.    Throughout the Term, at Tenant's sole expense, Tenant shall take good care
of the Premises and the equipment,  fixtures and appurtenances  therein, if any,
or serving the Premises,  and shall make all repairs  thereto as and when needed
to preserve them in good working order and condition.

      4.2   Compliance with Laws & Insurance Requirements.

            A.    Tenant shall promptly comply with all present and future laws,
ordinances,  orders,  rules,  regulations or requirements of all state, federal,
municipal and local  governments,  departments,  commissions  and boards and any
direction  of any public  officer  pursuant to law,  and all  orders,  rules and
regulations of any regulatory  body with respect to the Premises  arising out of
Tenant's use or manner of use or occupancy thereof.  Tenant will not at any time
use the Premises in violation of any state, federal,  municipal or local orders,
rules, regulations or otherwise.

            B.    Tenant  shall  not do or permit to be done any act or thing in
or to the Premises which will invalidate or be in conflict with liability,  fire
or other  policies  of  insurance  at any time  carried by or for the benefit of
Landlord  with  respect to the Premises or which might  subject  Landlord to any
liability.  Tenant  shall not keep  anything in the  Premises  except as is then
permitted by the fire department, the Board of Fire Underwriters, Fire Insurance
Rating  Organization or other authority  having  jurisdiction,  and then only in
such manner and such quantity so as not to increase the rate for fire  insurance
applicable to the Premises.

            C.    Notwithstanding the foregoing, the Tenant will comply with the
provisions  of the  Master  Lease  regarding  insurance  requirements  and shall
coordinate  all insurance  with Landlord so at the time of the execution of this
Sublease,  all required  insurance  certificates  or otherwise  shall be in full
force and effect with respect to the insurance  requirements of the Master Lease
and this Sublease.


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<PAGE>


      4.3   Rules And  Regulations.  Tenant and  Tenant's  agents,  contractors,
employees,  invites and  licensees  shall comply with all rules and  regulations
promulgated by the Master Landlord or Landlord,  including (without  limitation)
and changes or additions  thereto as the Master Landlord or Landlord may make as
provided therein.

      4.4   Liens; Landlord's Title Paramount.

            A.    Tenant shall have no authority or power to cause or permit any
lien or encumbrance of any kind  whatsoever,  whether  created by act of Tenant,
operation of law or otherwise,  to attach to or be placed upon Landlord's  title
or interest in the Premises,  and any and all liens and encumbrances  created by
Tenant shall attach to Tenant's  interest only.  Tenant covenants and agrees not
to suffer or permit any lien of mechanics or  materialmen or others to be placed
against the Premises with respect to work, services or materials claimed to have
been  performed  for or  furnished  to  Tenant or the  Premises.  If any lien so
attaches, Tenant covenants and agrees immediately to cause it to be released and
removed of record. If Tenant shall fail to do so, then, in addition to any other
right or remedy, Landlord may, but shall not be obligated to, discharge the same
either by paying the  amounts  claimed or by deposit or by bonding  proceedings,
and in any such event  Landlord  shall be  entitled,  if Landlord so elects,  to
compel  the  prosecution  of an action for the  foreclosure  of such lien by the
lienor  and to pay the  amount  of the  judgment  in  favor of the  lienor  with
interest, costs and allowances. Any amount so paid by Landlord and all expenses,
including attorneys' fees, incurred by Landlord in connection  therewith,  shall
constitute  Rent.  Nothing  herein  contained  shall  obligate  Tenant to pay or
discharge any lien created by Landlord.

            B.    Master Landlord and Landlord's leasehold title to the Premises
is and always shall be  paramount  to the interest of Tenant and nothing  herein
contained  shall  empower  Tenant to do any act or to omit any act  which  would
encumber Master Landlord and Landlord's title.


                   ARTICLE 5: NAME; USE; HAZARDOUS SUBSTANCE.

      5.1   Name and  Operations.  Tenant shall  conduct its business  under the
name set forth in Article 1 unless  otherwise  agreed in writing by and  between
Landlord  and  Tenant.  Tenant  shall  conduct  its  business  at all times in a
first-class,  professional  and  businesslike  manner  consistent with reputable
business standards and practices.

      5.2   Operational Requirements.

            A.    Tenant shall  promptly and at its expense  procure any and all
governmental  licenses and permits required for the conduct of Tenant's business
in the Premises,  if any, and shall, at all times,  comply with the requirements
of each such license and permit.


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<PAGE>


            B.    Tenant  shall not dispose of any  chemical or other  substance
which  might  cause  damage or injury to the  premises,  except in the  ordinary
course of the Tenant's business.


                          ARTICLE 6: DEFAULTS, REMEDIES

      6.1   Bankruptcy. If:

            A.    there  shall be  filed  by or  against  Tenant,  in any  court
pursuant to any statute (either of the United States or of any state) a petition
in  bankruptcy or insolvency or for  reorganization  or  arrangement  or for the
appointment  of a receiver  or trustee of all or  substantially  all of Tenant's
property or the Premises, or

            B.    any attachment or execution is levied against this Sublease or
the estate created hereby, or

            C.    Tenant makes an assignment for the benefit of creditors; then,
upon any of the foregoing,  this Sublease, at the option of Landlord,  exercised
within a reasonable time after notice of any one or more of such events,  may be
terminated by notice thereof to Tenant.  Notwithstanding  the foregoing,  if any
such  proceeding is filed  involuntarily  against Tenant and such  proceeding is
discharged  within 60 days after filing of the  proceeding,  then Landlord shall
not have the right as a result thereof to terminate this Sublease.  Whether such
termination  occurs prior to or during the Term,  neither  Tenant nor any person
claiming through or under Tenant by virtue of any statute or of any order of any
court shall be entitled to possession or to remain in possession of the Premises
but shall forthwith quit and surrender the Premises.

      6.2   Default. If Tenant defaults in the payment of Rent for ten (10) days
or in performing  or observing any of the other  provisions of this Sublease for
thirty days, or if the Premises  become  abandoned,  then, in any one or more of
such events,  upon Landlord serving a written notice upon Tenant  specifying the
nature of said  default  and upon the  expiration  of ten (10) days  after  such
notice is given,  if Tenant  shall  have  failed to comply  with or remedy  such
default (or if the said default shall be other than in payment of Rent and is of
a nature that the same cannot be  completely  cured or remedied  within said ten
(10) day period,  if Tenant shall not have commenced  curing such default within
such 5-day period and thereafter with  reasonable  diligence fails in good faith
to proceed to remedy or cure such  default)  then  Landlord  may serve a written
notice of termination  of this Sublease upon Tenant.  Upon the date specified in
such  notice,  this  Sublease  and the Term  shall  end and  expire as fully and
completely as if such date were the day herein  definitely fixed for the end and
expiration  of the  Sublease  and the  Term,  and  Tenant  shall  then  quit and
surrender the Premises to Landlord but Tenant shall remain liable as hereinafter
provided.

      6.3   Landlord's Remedies.


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<PAGE>


            A.    In case of any  termination of this  Sublease,  or re-entry by
summary proceedings or otherwise, then, in such event:

                  1.    Rent shall be paid up to the time of such termination or
re-entry  together with such expenses as Landlord may incur for attorneys' fees,
brokerage, and putting the Premises in good order, or for preparing the same for
re-rental; and

                  2.    Landlord  may re-let the  Premises  or any part or parts
thereof, either in the name of Landlord or otherwise,  for a term or terms which
may at Landlord's option be less than or exceed the period which would otherwise
have  constituted the balance of the Term and Landlord may grant  concessions or
free rent or charge a different rental than that in this Sublease; and

                  3.    In the event of a breach or threatened  breach by Tenant
of any of the  provisions  of this  Sublease,  Landlord  shall have the right of
injunction  and the right to invoke any remedy allowed at law or in equity as if
re-entry,  summary  proceedings  and other  remedies  were not herein  provided.
Tenant hereby  expressly  waives any and all rights of redemption  granted by or
under any  present  or  future  laws in the event of  Tenant  being  evicted  or
dispossessed for any cause, or in the event of Landlord obtaining  possession of
the Premises, by reason of the breach by Tenant of any of the provisions of this
Sublease; and

                  4.    If Tenant shall default in the observance or performance
of any  provisions of this Sublease on Tenant's part to be observed or performed
under or by virtue of any of the provisions in this Sublease,  then Landlord may
immediately or at any time thereafter and without  notice,  perform the same for
the account of Tenant,  and if  Landlord  makes any  expenditures  or incurs any
obligations  for the  payment  of  money or  expenses  in  connection  therewith
including,  but not limited to,  reasonable  attorneys'  fees,  in  instituting,
prosecuting or defending any action or proceeding, such sums paid or obligations
or  expenses  incurred  with  interest  and costs shall be payable by Tenant and
deemed to be additional rent.

      6.1   Remedies Cumulative. No reference to any specific right or remedy in
this Sublease  shall preclude  Landlord from  exercising any other right or from
having any other remedy or from maintaining any action to which it may otherwise
be entitled now or later under any statute or rule of law. Landlord's failure to
insist upon strict  performance of any provision of this Sublease or to exercise
any right herein  contained shall not be deemed a waiver or  relinquishment  for
the future of such provision or of any other provision of this Sublease, but the
same shall remain in full force and effect. Landlord will use reasonable efforts
to mitigate damages.

                      ARTICLE 7: ASSIGNMENT; SUBORDINATION;
                         QUIET ENJOYMENT; MASTER LEASE.

      7.1   Assignment and  Subletting.  Tenant shall not transfer this Sublease
or Tenant's  interest  in this  Sublease  or the  Premises  or any part  thereof
without  Landlord's  prior written  consent as well as full  compliance with any


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<PAGE>


requirements  for  subletting  pursuant  to the terms of the Master  Lease.  Any
attempted  transfer in  violation  of this  Section  shall be void and confer no
rights upon any third person. The term "transfer" in this Article shall include,
but not be limited to, any assignment,  sublease,  or entry into any mortgage or
other encumbrance of this Sublease as well as any transfer of this Sublease from
Tenant  by  merger,  consolidation,   liquidation,  assignment  for  benefit  of
creditors or by operation of law. If this Sublease is  transferred  or if all or
part of the Premises is sublet or occupied by anyone other than Tenant, Landlord
may collect  Rent from the  transferee,  subtenant or occupant and apply the net
amount  collected to the Rent herein  reserved,  but no such collection shall be
deemed a waiver of this covenant, or the acceptance of the transferee, subtenant
or occupant as lessee,  or a release of Tenant from the further  performance  by
Tenant of  covenants  on the part of Tenant  herein  contained.  The  consent by
Landlord to a transfer  shall not be construed to relieve  Tenant from obtaining
the express  consent of Landlord to any further  transfer,  and no such transfer
shall  relieve  or  discharge  Tenant of or from any  liability,  whether  past,
present or future,  under this  Sublease  and Tenant  shall  remain fully liable
hereunder.

      7.2   Master Lease.  The rights and interest of Tenant under this Sublease
are subject and  subordinate to the Master Lease.  Upon Tenant's  request and at
Tenant's expense,  Landlord will use reasonable efforts to enforce provisions of
the Master Lease following a default by Master  Landlord which affects  Tenant's
use or occupancy of the Premises.

                             ARTICLE 8: END OF TERM

      8.1   Surrender.

            A.    If not sooner  terminated  as herein  provided,  this Sublease
shall expire at the end of the Term without the  necessity of notice from either
Landlord or Tenant.  Tenant  hereby  waives  notice to vacate the  Premises  and
agrees that Landlord  shall be entitled to the benefit of all  provisions of law
respecting the summary  recovery of possession of premises from a tenant holding
over to the same extent as if statutory notice had been given.

            B.    Unless  otherwise  agreed in writing,  all improvements to the
Premises  by Tenant or by  Landlord  for Tenant  shall  become the  property  of
Landlord upon expiration or earlier termination of this Sublease.

            C.    If this Sublease  expires or is terminated  for any reason and
Tenant fails to remove its personal  property and other items from the Premises,
if any,  prior to such  expiration  or  termination,  then in such  event all of
Tenant's personal property  remaining in the Premises shall thereupon become the
property  of  Landlord,  without  further  act by either  party  hereto,  unless
Landlord  elects to require  their  removal in which case Tenant shall  promptly
remove same.  In the event Tenant  fails to remove such  property,  Landlord may
handle, remove or store the same at the risk and expense of Tenant, and Landlord
shall in no event be responsible for the preservation or safekeeping thereof.


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      8.2   Holding Over.  Should Tenant or any party claiming under Tenant hold
over in possession of the Premises,  or any part thereof,  at the  expiration or
earlier  termination of this Sublease,  such holding over shall not be deemed to
extend the Term but shall be an unlawful detainer.  In such event, Tenant shall,
upon demand,  pay to Landlord the Rent due  immediately  preceding the hold-over
period during any period which Tenant shall hold the Premises after the Term has
expired and Tenant shall comply with all of the provisions of this Sublease, all
as if such period were included in the Term.  All provisions of this Sublease on
the part of Tenant to be performed or observed  shall apply during such holdover
period.  Tenant  shall hold  Landlord  harmless  from all  liability  and damage
resulting from Tenant's failure to surrender the Premises upon the expiration of
the Term including, but not limited to, claims made by a successor tenant.

                         ARTICLE 9: AMENDMENTS; NOTICES

      9.1   Amendments.  No amendment,  supplement,  modification or addition to
this Sublease shall be binding upon Landlord or Tenant unless in writing, signed
by Landlord and Tenant and mutually delivered.

      9.2   Notices. All notices,  demands,  requests,  consents,  approvals and
other  instruments  required or permitted to be given  pursuant to this Sublease
(collectively,  "notice") shall be in writing and shall be sent by registered or
certified mail return receipt requested,  or by national private courier if such
courier will certify as to the date and time of such delivery, in each case with
postage or delivery fees prepaid and  addressed to the party at the  address(es)
specified  below, and such notice so mailed or delivered shall be deemed to have
been delivered when delivered or refused. Notices sent by facsimile transmission
shall not satisfy the requirements of this Section.

      To Landlord:              Nanobaclabs, LLC
                                2727 W. Martin Luther King, Jr. Blvd., Ste. 850
                                Tampa, FL 33607
                                H. Brady Millican

      To Tenant:                Tampa Bay Surgery Center Associates, Ltd.
                                11811 N. Dale Mabry Hwy.
                                Tampa, FL 33618
                                Attn: Jay Rosen, M.D.

Landlord  and Tenant may from time to time specify as its address for notice any
other address in the United States of America upon ten (10) days' advance notice
thereof to the other party.  A party may not have more than three  addresses for
notices. No post office boxes are permitted for notice addresses.

                   ARTICLE 10: NO WAIVER; COUNTERCLAIMS; VENUE


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      10.1  No Waiver.  No provision of this  Sublease  will be deemed waived by
either party unless expressly  waived in writing.  No waiver shall be implied by
delay or any other act or omission of either  party.  No waiver of any provision
of this Sublease  shall be deemed a waiver of such provision with respect to any
subsequent  matter  relating to such  provision,  and Landlord's  consent to any
action by Tenant shall not constitute a waiver of the  requirement for obtaining
Landlord's  consent  respecting  any  subsequent  action.  Acceptance of Rent by
Landlord  shall not  constitute  a waiver of any breach by Tenant of any term or
provision  of this  Sublease.  No  acceptance  of a lesser  amount than the Rent
herein  stipulated  shall be deemed a waiver of Landlord's  right to receive the
full amount due, nor shall any  endorsement or statement on any check or payment
or any  letter  accompanying  such  check or  payment  be deemed  an accord  and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's  right to recover the full amount due. The  acceptance  of Rent or of
the  performance  of any other  provision  from any  party  other  than  Tenant,
including any transferee,  shall not constitute a waiver of Landlord's  right to
approve any transfer.

      10.2  Counterclaims,  Venue And Jury Trial. IN THE INTEREST OF OBTAINING A
FASTER AND LESS  COSTLY  HEARING OF ANY  DISPUTE,  EACH OF  LANDLORD  AND TENANT
HEREBY EXPRESSLY WAIVES TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM
BROUGHT  BY EITHER  PARTY  AGAINST  THE OTHER AND ANY  RIGHTS TO A TRIAL BY JURY
UNDER ANY STATUTE,  RULE OF LAW OR PUBLIC POLICY IN  CONNECTION  WITH ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS SUBLEASE,  THE PREMISES
OR THE CENTER.  Although such jury waiver is intended to be  self-operative  and
irrevocable,  Landlord and Tenant each further agree,  if requested,  to confirm
such  waivers  in  writing  at the  time of  commencement  of any  such  action,
proceeding or  counterclaim.  Any action or  proceeding  brought by either party
against the other in any way relating to this Sublease or the Premises  shall be
heard in the county where the Premises  are  located.  If Landlord  commences an
action  seeking  possession of the  Premises,  Tenant agrees not to interpose by
consolidation  of actions,  removal to chancery or otherwise,  any  counterclaim
claim for  set-off,  recoupment  or deduction  of Rent,  or other claim  seeking
affirmative  relief of any kind (except a mandatory or  compulsory  counterclaim
which Tenant would forfeit if not so imposed).

                      ARTICLE 11: ACCESS; LANDLORD'S RIGHTS

      11.1  Landlord's  Access  to  Premises.   Landlord  and  their  authorized
representatives  may  enter  the  Premises  at any  and  all  times  during  all
reasonable  hours for the  purpose  of  inspecting  the same and  providing  the
services  Landlord is to provide under this Sublease.  Landlord may from time to
time go upon the Premises and make any additions,  alterations or repairs to the
Premises to comply with the laws, ordinances, rules or regulations of any public
authority or that Landlord may deem otherwise  necessary or desirable.  Landlord
may install any and all materials,  equipment and pipes, ducts, conduits,  wires
and other mechanical equipment serving other portions,  tenants and occupants of
the Premises,  in,  through,  under or above the Premises  that  Landlord  deems
desirable  without the same  constituting an actual or constructive  eviction of
Tenant.  Landlord may enter the Premises following reasonable notice to show the
Premises to  prospective  purchasers,  mortgagees  and  tenants.  No exercise by
Landlord of any rights  provided in this  Section  shall  entitle  Tenant to any
damage for any inconvenience,  disturbance,  loss of business or other damage to
Tenant occasioned thereby nor to any abatement or reduction of Rent.


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All rights of Landlord hereunder shall also be reserved to Master Landlord.

                            ARTICLE 12: MISCELLANEOUS

      12.1  Definitions.  The words  "re-enter"  and  "re-entry" as used in this
Sublease are not restricted to their technical legal meaning.  Unless  qualified
by the word "business" the word "day" shall mean a calendar day. As used in this
Sublease the term  "laws",  whether or not followed by part or all of the phrase
"ordinances,  rules,  regulations  or  orders  of any  public  authority  having
jurisdiction"  shall be read as  including  such  phrase and shall be  construed
broadly as encompassing all manner of legal  requirements of any governmental or
quasi-governmental  entities  claiming  jurisdiction  over  the  subject  matter
referred to. In this Sublease the term "mortgage"  shall mean mortgage,  deed of
trust or similar security agreement or conveyance.

      12.2  Entire  Agreement;  No  Other  Representations.  There  are no  oral
agreements  between the parties hereto  affecting  this Sublease.  This Sublease
supersedes  and  cancels  any  and  all  previous  negotiations,   arrangements,
agreements, representations, promises, warranties and understandings between the
parties  hereto,  and none of the above shall be used to  interpret  or construe
this Sublease.  This Sublease may not be modified  except in writing,  signed by
all parties hereto.

      12.3  Delays;  Inability to Perform.  This Sublease and the obligations of
Tenant to pay Rent and  perform or observe  all of the other  provisions  on the
part of Tenant to be performed or observed shall in no way be affected, impaired
or excused and Landlord  shall have no liability to Tenant  because  Landlord is
unable to fulfill any of its  obligations  hereunder or to supply (or is delayed
in supplying) any service to be supplied (or is unable to make, or is delayed in
making any repair or  alteration)  if Landlord is  prevented  or delayed from so
doing by reason of strike or labor troubles, lockouts,  picketing, whether legal
or illegal,  war,  riot,  acts of God,  government  actions,  or any other cause
whatsoever,  whether similar or dissimilar to the foregoing,  beyond  Landlord's
reasonable control.

      12.4  Relationship of Parties. Nothing herein contained shall be deemed or
construed as creating the  relationship of principal and agent or of partnership
or of joint venture between the parties hereto,  it being  understood and agreed
that  neither  the  method  of  computation  of Rent,  nor any  other  provision
contained  herein,  nor any acts of the  parties,  shall be deemed to create any
relationship  between the parties hereto other than the relationship of landlord
and tenant nor cause Landlord to be  responsible in any way for the acts,  debts
or obligations of Tenant.


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<PAGE>


      12.5  Joint  and   Several   Liability.   If  two  or  more   individuals,
corporations, partnerships or other business associations (or any combination of
two or more  thereof)  shall be or become  Tenant,  the  liability  of each such
individual,  corporation,  partnership or other business association to pay Rent
and perform and observe all other  obligations  hereunder  shall be deemed to be
joint and several.

      12.6  Recording.  Tenant shall not record this Sublease nor any short form
thereof.

      12.7  Applicable  Law.  This  Sublease  shall be construed and governed in
accordance  with the internal laws of the State of Florida and without regard to
the conflict of laws provisions of Florida law.

      12.8  Interpretation.  The article headings,  section headings,  index and
captions appearing in this Sublease are inserted only as a matter of convenience
and in no way amplify,  define, limit, construe, or describe the scope or intent
of such  articles or sections nor in any way affect the  interpretation  of this
Sublease.  Except where  otherwise  expressly  provided,  each reference in this
Sublease to a Section or Article shall mean the referenced Section or Article in
this Sublease.  References to Exhibits shall mean the Exhibits  attached hereto,
each of which is incorporated herein in full. The words "herein", "hereunder" or
similar references shall,  unless the context otherwise  requires,  be deemed in
reference  to the  entire  Sublease  and not  merely  the  Section in which such
reference appears.

      12.9  Severability.  If any  provision of this  Sublease is capable of two
constructions,  one of which would render the provision invalid and the other of
which  would  render the  provision  valid,  then the  provision  shall have the
meaning which renders it valid.  If any term or provision of this  Sublease,  or
the application thereof to any person or circumstances  shall, to any extent, be
invalid or unenforceable,  the remainder of this Sublease, or the application of
such term or provision to persons or circumstances  other than those as to which
it is held invalid or  unenforceable,  shall not be affected  thereby,  and each
other term and provisions of this Sublease shall be valid and be enforced to the
fullest extent permitted by law.

      12.10 Successors and Assigns.  This Sublease shall inure to the benefit of
and be binding upon Landlord, its legal representatives, successors and assigns,
and shall be binding  upon Tenant,  its legal  representatives,  successors  and
assigns and shall inure to the benefit of Tenant and only such assigns of Tenant
to whom the  assignment  by Tenant  has been  approved  by  Landlord.  Except as
expressly provided otherwise,  nothing in this Sublease shall be construed so as
to confer rights of a third party beneficiary upon any person including (without
limitation)  Franchisor  unless  and  until  Franchisor  shall  assume  Tenant's
position under this Sublease pursuant to Section 9.05 hereof.

      12.11 Radon Gas. Pursuant to Florida law (enacted  effective as of January
1, 1989,),  Owner hereby makes the following  disclosure to Tenant:  "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 are exposed to
it over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida.  Additional information regarding radon and radon
testing may be obtained from your county public health unit."


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<PAGE>


      12.12 Survival.  All  obligations  (including  indemnity  obligations)  or
rights of either party  arising  during or  attributable  to the period prior to
expiration or earlier termination of this Sublease shall survive such expiration
or earlier termination.

      12.13 Attorney's Fees. In the event it becomes  necessary for either party
to engage the services of an attorney to enforce this Sublease  Agreement,  then
in such event the prevailing party in such enforcement  proceedings,  whether by
settlement or judgment and whether  litigation  has  commenced or not,  shall be
entitled  to  recover  from the party in default  all costs of such  enforcement
including reasonable attorney's fees and costs.

                        ARTICLE 13: ADDITIONAL PROVISIONS

      13.1  Additional Provisions. Attached hereto as Exhibit "B" are additional
provisions to this Sublease  Agreement.  In the event the additional  provisions
differ from the  provisions  in the Sublease  Agreement,  then in such event the
additional provisions will control.

      Landlord  and Tenant have duly  executed  this  Sublease as of the day and
year first above written.

(Tenant)                          Tampa By Surgery Center
                                  Associates, a Florida
                                  limited partnership

                                  By: /s/ Jay L. Rosen
                                      ------------------------------------------
                                  Print Name: Jay L. Rosen, M.D. as
                                  CEO of Tampa Bay Surgery Associates, Inc.
                                  Its: General Partner of Tampa Bay Surgery
                                  Center Associates, Ltd.

                                                        (CORPORATE SEAL)

(Landlord)                        NANOBACLABS, LLC, a Florida
                                  limited liability company

                                  By:  /s/ H. Brady Millican
                                      ------------------------------------------
                                  Print Name: H. Brady Millican
                                              ----------------------------------
                                  Its: Chief Operating Officer

                                                        (SEAL)

(Master Landlord)                 C & L RETIREMENT MOP TAMPA, L.P., a
                                  __________________ limited partnership

                                  By: _______________________
                                  Print Name:_________________
                                  Its:
                                      ------------------------------------------
                                                    (SEAL)


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<PAGE>



                                    EXHIBIT A

                                SCHEDULE OF RENT


                                 (See Attached)






                                       13
<PAGE>


                                    EXHIBIT B
                              ADDITIONAL PROVISIONS

      Notwithstanding  the  terms of the  Sublease  to  which  this  exhibit  is
attached the Landlord and Tenant further agree as follows:

      1.    Joinder of Master  Landlord:  The Master  Landlord has joined in the
            execution of this Sublease thereby  consenting to any and all of the
            terms,  conditions  and  provisions  therein  set forth and  further
            consenting to the provisions of this Exhibit "B."

      2.    Nondisturbance  of Tenant:  Landlord,  Tenant  and  Master  Landlord
            acknowledge  and agree that the Tenant is  subleasing  the  Premises
            which is only part and parcel of the property presently being leased
            by the Landlord from the Master  Landlord.  Due to the foregoing,  a
            default by the  Landlord  pursuant to the terms of the Master  Lease
            will adversely impact the Tenant's possessory rights of the Premises
            in the event the  Tenant is not in  default  under the terms of this
            Sublease.  In order to protect the Tenant's  rights  hereunder,  the
            Master Landlord agrees as follows:

            A.    That in the event of a default  under the Master  Lease by the
                  Landlord,  the  Master  Landlord  shall give not less than ten
                  (10) days  written  notice of said  default  to the  Tenant in
                  order to provide  the Tenant  with  knowledge  of any  default
                  under the terms of the Master Lease; and

            B.    Provided that the Tenant is not in default in the  performance
                  of any of the terms,  covenants or  conditions of the Sublease
                  on the Tenant's part to be  performed,  then in such event the
                  Tenant's  possession  and  occupancy  of the  Premises and the
                  Tenant rights and  privileges  under the Sublease shall not be
                  diminished  or interfered  with by the Master  Landlord in the
                  exercise  of any of the  Master  Landlord's  rights  under the
                  Master Lease;  it being the express intent of the parties that
                  in the event the Master  Landlord  exercises any of its rights
                  under the Master  Lease  against  the  Landlord,  then in such
                  event the Master  Landlord agrees to enter into a separate and
                  independent  Lease  Agreement with the Tenant in the same form
                  and  content  of  the  Master  Lease  but  requiring  security
                  deposits and other  related  matters to be calculated on a pro
                  rata  square  footage  basis where the  numerator  will be the
                  square footage of the Premises and the denominator will be the
                  total square footage of the Initially  Leased Premises and the
                  First Expansion Space as more  particularly  defined under the
                  Master Lease.


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<PAGE>


            3.    Direct Lease With Master  Landlord:  The  Landlord  Tenant and
                  Master Landlord acknowledge and agree that notwithstanding the
                  terms  set  forth in  paragraph  2B  above,  that  the  Master
                  Landlord  and  the  Tenant  may  enter  into  a  separate  and
                  independent  Lease  agreement with respect to the Premises (as
                  defined in the Sublease). In the event the Master Landlord and
                  Tenant  agree to use their best  efforts to enter into a Lease
                  agreement  in the same form and  content as the Master  Lease,
                  modified to accommodate  the reduced  rental space,  providing
                  for revised  security  deposits,  proration  requirements,  or
                  otherwise.





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