LEASE AGREEMENT

                               TAMPA MEDICAL TOWER

                                 TAMPA, FLORIDA



            LANDLORD:        MLK-TAMPA ASSOCIATES, LLC
            TENANT:          NANOBACLABS, LLC
            BUILDING:        TAMPA MEDICAL TOWER
            SUITE:           850
            SQ. FT:          5,593 RENTABLE SQUARE FEET
            TERM:            SIXTY (60) MONTHS



<PAGE>



                                TABLE OF CONTENTS
Item                                                                       Page
------------------------------------------------------------------------------
1.       PREMISES AND TERM                                                   1
2.       RENT                                                                2
3.       REIMBURSEMENT FOR INCREASES IN OPERATING EXPENSES AND TAXES         3
4.       DELIVERY OF THE PREMISES                                            6
5.       ACCEPTANCE OF THE PREMISES                                          6
6.       USE                                                                 6
7.       CARE OF THE PREMISES                                                6
8.       SERVICES                                                            8
9.       DESTRUCTION OR DAMAGE TO PREMISES`                                  9
10.      DEFAULT BY TENANT; LANDLORD'S REMEDIES                             10
11.      ASSIGNMENT AND SUBLETTING                                          12
12.      CONDEMNATION                                                       14
13.      INSPECTIONS                                                        14
14.      SUBORDINATION                                                      15
15.      INDEMNIFICATION AND HOLD HARMLESS                                  16
16.      TENANT'S INSURANCE                                                 16
17.      REMEDIES CUMULATIVE                                                17
18.      ENTIRE AGREEMENT - NO WAIVER                                       17
19.      HOLDING OVER                                                       17
20.      NOTICES                                                            17
21.      HEIRS, SUCCESSORS, AND ASSIGNS - PARTIES                           17
22.      ATTORNEY'S FEES                                                    18
23.      TIME OF THE ESSENCE                                                18
24.      NO ESTATE IN LAND-                                                 18
25.      SECURITY DEPOSIT                                                   18
26.      COMPLETION OF THE PREMISES                                         19
27.      PARKING AND ACCESS AREAS                                           19
28.      RULES AND REGULATIONS                                              19
29.      RIGHT TO RELOCATE                                                  19
30.      LATE PAYMENTS - ACCORD AND SATISFACTION                            20
31.      ESTOPPEL CERTIFICATE                                               20
32.      SEVERABILITY AND INTERPRETATION                                    20
33.      MULTIPLE TENANTS                                                   20
34.      FORCE MAJEURE                                                      20
35.      QUIETENJOYMENT                                                     21
36.      BROKERAGE COMMISSION; INDEMNITY                                    21


<PAGE>


37.      EXCULPATION OF LANDLORD                                            21
38.      ORIGINAL INSTRUMENT                                                21
39.      APPLICABLE LAW                                                     21
40.      NO RECORDATION OF LEASE                                            21
41.      HAZARDOUS WASTES                                                   21
42.      BANKRUPTCY                                                         22
43.      SIGNS                                                              25
44.      CONTROL OF COMMON AREAS AND PARKING FACILITIES                     25
45.      NO SMOKING                                                         25
46.      PRIOR OCCUPANCY                                                    26
47.      INTENTIONALLY DELETED                                              26
48.      LEASE BINDING UPON DELIVERY                                        26
49.      SPECIAL STIPULATIONS                                               26
50.      HEADINGS                                                           26
51.      SURRENDER OF LEASE NOT MERGER                                      26
52.      MORTGAGEE PROTECTION                                               26
53.      INTERFERENCE                                                       26
54.      NO PARTNERSHIPS                                                    27
55.      ADA                                                                27
56.      USE OF PRONOUN, RELATIONSHIP                                       27
57.      SURRENDER                                                          27
58.      WAIVER OF JURY TRIAL                                               27
59.      NO THIRD PARTY BENEFICIARY                                         27
60.      FLORIDA SALES TAX                                                  27
61.      RADON GAS                                                          27
63.      TENANT SHALL DISCHARGE ALL LIENS                                   28
63.      REPRESENTATIONS OF TENANT                                          28
64.      RIGHT OF FIRST OFFER                                               28

Exhibit "A" - Space Plan of Premises
Exhibit ".B" - Legal Description of Land
Exhibit "C" - Rules and Regulations
Exhibit "D" - Work Agreement
Exhibit "E" - Prohibited Use of Premises
Exhibit "F" o Special Stipulations
Exhibit "G" - Building Standard Services
Exhibit "H" - Parking Regulations for Property
Exhibit "I" - First Offer Space

                                       ii


<PAGE>


                                   DEFINITIONS


Term                                                                  Paragraph
-------------------------------------------------------------------------------
ADA                                                                          54
Additional Rental                                                   Exhibit "D"
Adjusted Monthly Rental                                                    2(b)
Allowance                                                           Exhibit "D"
Bankruptcy Code                                                               2
Base Rent                                                                     2
Building                                                                   1(b)
Building Operating Hours                                            Exhibit "G"
Building Standard Services                                          Exhibit "G"

Commencement Date                                                          1(c)
Common Areas                                                                 44
Expiration Date                                                            1(c)
Hazardous Substances or Materials                                            41
Holidays                                                            Exhibit "G"
Initial Calendar Year                                                      3(a)
Initial Monthly Rental                                                     2(a)
Initial Operating Costs                                                    3(a)
Insolvency Laws                                                              42
Landlord                                                                Caption
Lease                                                                   Caption
Lease Year                                                                 1(d)
Monthly Rental                                                                2
Mortgagee                                                                 14(a)
Operating Costs                                                            3(b)
Premises                                                                   1(a)
Property                                                                   1(e)
Rent                                                                          2
Rentable Square Foot (Feet)                                                1(b)
Rules                                                         6 and Exhibit "F"
Scheduled Commencement Date                                                   4
Services                                                                     37
Tenant                                                                  Caption
Tenant's Share                                                             3(c)
Term                                                                        (c)
Work Agreement                                                                4


                                       iii


<PAGE>



                                 LEASE AGREEMENT

--------------------------------------------------------------------------------

THIS LEASE AGREEMENT (the "Lease"),  made this _____ day of_____________,  2002,
by and  between  MLK-TAMPA  ASSOCIATES,  LLC  ("Landlord")  a limited  liability
company created under the laws of the State of Delaware which has as its address
for all purposes hereunder as follows:

                           MLK-Tampa Associates, LLC
                           c/o Alliance Commercial Partners, LLC
                           165 South Union Boulevard
                           Suite 380
                           Lakewood, CO S0228
                           Attn: Douglas McCormick

and NANOBACLABS, LLC ("Tenant"), which has as its address:

                           10330 N. Dale Mabry
                           Suite 226
                           Tampa, Florida 33618

                                   WITNESSETH:

1.    PREMISES AND TERM

      (a)   Landlord hereby rents and leases to Tenant, and Tenant hereby rents
and leases from Landlord, the following described space (the "Premises"):

                  Floor:            Eighth (8)
                  Suite:            850
                  Square Feet:      5,593 rentable square feet
                  Tenant's Share:   5.43%
                  (subject to re-calculation pursuant to Section 3(c))

      (b)   The Premises are more  particularly  shown and outlined on the space
plans  attached  hereto as Exhibit "A", and made a part  hereof,  designated  as
Suite 850 in the building  (the  "Building")  known as the Tampa  Medical  Tower
having an address of 2727 W. Martin Luther King Jr. Boulevard.  Tampa,  Florida.
For all  purposes  under this  Lease,  Landlord  and Tenant have agreed that the
Premises  shall  be  deemed  to  include  5,593  rentable  square  feet  of area
(including  both Tenant's  exclusive  usable area  contained in the Premises and
common areas in the Building attributable to Tenant's usable area). Landlord and
Tenant  acknowledge  to each other that each  party has had the  opportunity  to
measure the square footage  contained in the Premises and waive any claims after
the date of this  Lease to adjust  the  rental or  amounts  due under this Lease
resulting  from any  error  in the  measurement  of the  square  footage  of the
Premises or the Building.

      (c)   The  term  of  this  Lease  (the   "Term")   shall   commence   (the
"Commencement  Date"),  subject to the provisions of Paragraph 4 herein,  on the
earlier of (i) June 1, 2002 (the "Scheduled Commencement Date") or (ii) the date
on which  Tenant  occupies the  Premises  for the  purposes of  conducting  it's
business,  and end at  midnight  on the last day of the month in which the fifth
(5th) anniversary of the Commencement Date occurs (the "Expiration  Date") or on
such  earlier  date as the Term may  expire  or be  terminated  pursuant  to the
provisions  of this Lease or pursuant to law.  This Lease shall be effective and
enforceable between Landlord and Tenant upon its execution and delivery, whether
such execution and delivery occurs on, prior to, or after me Commencement Date,

      (d)   "Lease  Year" as used  herein  shall mean (i) each and every  twelve
(12) month period  during the Term of this Lease,  or (ii) in the event of Lease
expiration or termination,  the period between the end of the then most recently
completed twelve (12) month period and said expiration or termination. The first
such twelve (12) month period shall commence on the Commencement Date.

      (e)   The Building and land upon which said Building is located, described
on  Exhibit  "B".  attached  hereto and by  reference  incorporated  herein,  is
referred to as the  "Property".  Other than for that driveway  shown on "Exhibit
B-l", all drives,  parking areas,  parking lots, parking  facilities,  walkways,
terraces and  landscaped  areas that shall be used and  maintained in connection
with the Building that are  contiguous  to the Property  whether in fact located
within the  boundaries  of the Land for purposes of this Lease shall be included
in the definition of "Property".

      (f)   Subject to the terms herein provided, the Premises shall include the
appurtenant  right to use,  in common with  others,  on a  non-exclusive  basis,
public lobbies,  entrances,  stairs,  corridors,  elevators, all drives, parking
areas,  parking lots and other public portions of the Property,  All the windows
and  outside  walls of the  Premises,  and any  space in the  Premises  used for
shafts, pipes, conduits, ducts, telephone ducts and equipment, electric or other
utilities,  sinks or other Building  facilities,  and the use thereof and access
thereto  through  the  Premises  for the  purposes  of  operation,  maintenance,
inspection,  display and repairs are hereby  reserved to .Landlord.  No easement
for light,  air or view, is granted or implied  hereunder,  and the reduction or
elimination of Tenant's light,  air or view will not affect  Tenant's  liability
under this Lease.

2.    RENT

      Rent  Commencement  shall occur on June 1, 2002.  Tenant  shall pay to the
order of  Landlord  at  Landlord's  address as set forth  above or at such other
place as Landlord may  designate in writing,  without  demand,  deduction or set
off,  an  annual  rental  for each  year of the Term in the  amounts  set  forth
hereinbelow (the "Base Rent"):


<PAGE>

<TABLE>
<CAPTION>

LEASE YEAR                                BASE ANNUAL RENT                      BASE MONTHLY RENT
----------------------------------        -----------------------------------   -------------------
<S>                                       <C>                                   <C>
Months one (I) through twelve (12)        $103.470.05 (i.e. $18.50              $8,622.54 per month
following the Commencement Date:          per rentable square foot per annum)

Months thirteen (13) through              $106,267.00 (i.e. $19.00              $8,855.83 per month
twenty-four (24) following the            per rentable square foot per annum)
Commencement Dale;

Months twenty- five (25) thirty-six       $109,063.50 (i.e. $19.50              $9,088.63 per month
(36) following the Commencement Date:     per rentable square foot per annum)
through the original
Expiration Date:

Months thirty-seven (37) through          $111,860.00 (i.e. $20.00              $9,321.67 per month
forty-eight (48) following the            per rentable square foot per annum)
Commencement Date:

Months forty-nine (49) through the        $114,656.50 (i.e. $20.50              $9,554.71 per month
original Expiration Date:                 per rentable square foot per annum)
</TABLE>


      Base Rent shall be due and  payable  in equal  monthly  installments  (the
"Monthly  Rental")  in advance  on the first  (1st) day of each  calendar  month
during the Term, except that the first (1st) month payment of Base Rent shall be
payable at the Tenant executes this Lease.  The term "Rent" as used herein shall
mean the Monthly Rental,  "Additional Rent" (as that term is herein defined) and
any additional amounts or charges due from Tenant hereunder.  Together with each
payment of Rent,  Tenant shall pay directly to Landlord all applicable state and
local sales and use taxes thereon.

      Should  this  Lease  commence  at any time  other  than the first day of a
calendar  month,  or terminate at any time other than the last day of a calendar
month,  the amount of Rent due from  Tenant  shall be  proportionately  adjusted
based on that portion of the month that this Lease is in effect,

      At all times that Landlord  shall direct  Tenant to pay Monthly  Rental or
Additional  Rental to a "lockbox" or other  depository  whereby checks issued in
payment of Rent are initially cashed or deposited by a person or entity other


<PAGE>



than Landlord (albeit on Landlord's  authority),  then, for any and all purposes
under this Lease: (I) Landlord shall not be deemed to have accepted such payment
until  ten (10)  days  after  the date on which  Landlord  shall  have  actually
received  such funds,  and (ii)  Landlord  shall be deemed to have accepted such
payment if (and only if) within  said ten (10) day  period.  Landlord  shall not
have refunded (or attempted to refund) such payment lo Tenant. Nothing contained
in the  immediately  preceding  sentence  shall be  construed to place Tenant in
default of Tenant's  obligation  to pay Rent if and for so long as Tenant  shall
timely pay the rent required  pursuant to this Lease in the manner designated by
Landlord.

3.    REIMBURSEMENT FOR INCREASES IN OPERATING EXPENSES AND TAXES

      (a)   The  Monthly  Rental  provided  for herein is based,  in part,  upon
Landlord's estimate of "Operating Costs," as hereinafter  defined.  The "Initial
Operating  Costs" arc stipulated to be the Operating Costs for the calendar year
2002 (the "Initial Calendar Year").

      (b)   The Term  "Operating  Costs" shall mean all reasonable and customary
operating  expenses of the  Building  and of the common  areas of the Property (
consistant  with other  comparible  medical office  buildings in the metro Tampa
area),  all of which shall be computed on a modified  cash basis and which shall
include all expenses,  costs, and disbursements of every kind and nature,  which
Landlord (i) shall pay; or (ii) become  obligated to pay in connection  with the
ownership, operation, management,  maintenance, repair, replacement and security
of the Building, including but not limited to the following:

            (i)   Wages and salaries of all  employees  engaged in the operation
and maintenance of the Building and the common areas, including, but not limited
to, taxes, insurance and benefits relating thereto;

            (ii)  All  supplies  and   materials   used  in  the  operation  and
maintenance of the Building and the common areas;

            (iii) Cost of water,  sewage,  trash removal,  janitorial  services,
electricity  and other  utilities  furnished in connection with the operation of
the Building and the common areas;

            (iv)  Cost  of  all  service  agreements  and  maintenance  for  the
Building,  the common areas and/or the Property  and/or the  equipment  therein,
including, but not limited to, trash removal, security services, alarm services,
window cleaning, janitorial service, HVAC maintenance, elevator maintenance, and
grounds maintenance;

            (v)   Cost of all insurance relating to the Property including,  but
not limited to, the cost of casualty and liability  insurance  applicable to the
Property and Landlord's personal property used in connection therewith;

            (vi)  All  taxes  (ad  valorem  and  otherwise),   assessments,  and
governmental charges whether federal,  state, county, or municipal,  and whether
by taxing  districts or authorities  presently taxing the Building or by others,
subsequently  created or otherwise,  and any other taxes (other than federal and
state income taxes) and assessments  attributable to any portion of the Building
or its  operation or any Rent or any personal  property in  connection  with the
operation  of the  Building,  and any  reasonable  consultants  and  legal  fees
incurred with respect to issues,  concerns or appeals involving the taxes or the
Building;

            (vii) Cost of repairs and general  maintenance  of the  interior and
exterior of the Building (including, but not limited to, glass breakage).

            (viii)Cost of management  fees for general  operation and management
of the  Building,  which  service may be provided  by an  affiliated  company or
subsidiary of Landlord,  provided that such  management fee shall not exceed the
management  fee paid for the  management of comparable  office  buildings in the
area of the Property for comparable services negotiated at arms length; and

            (ix)  A reasonable amortization cost due to any capital expenditures
incurred  (i) which are  incurred  to have the effect of  reducing  or  limiting
Operating  Costs of the Building,  or improving the operating  efficiency of the
Building  and the  Properly,  if such  reduction  or  limitation  would inure to
Tenant's benefit, or (ii) which may be required by governmental  authority or by
Landlord's  insurance carrier, or (iii) which are designed to protect or enhance
the health, safety or welfare of the tenants in the Building or their invitees.


                                        3


<PAGE>



            (x)   Cost of  repairs,  replacements,  damages  in  respect  to the
Building  incurred due to  casualties  or other  causes to the extent  uninsured
including any deductible amounts.

            (xi)  Cost of auditing and maintaining  accounting books and records
in respect to the  Building.  (xii) Cost of  conducting  any indoor air  quality
testing in any  portions  of the  Building  deemed  necessary  or  desirable  by
Landlord,  including  regularly  scheduled  testing,  and any costs  incurred in
connection  with work arising out of the results of such tests or reports or the
recommendations in such tests or reports.

            (xiii)Cost of the  maintenance of any conference  area or other area
in the Building made available for the Tenant's use (in common with others).

      Landlord  shall be permitted to contract with its affiliates for supplies,
materials, and services used for the operation,  maintenance,  and management of
the  Building  and the  Property  and  its  affiliates  shall  be  permitted  to
subcontract  for the  acquisition  of said  supplies,  materials,  and services;
provided,  however,  Landlord's  payments to any  affiliates  for such supplies,
services,  and materials  shall not exceed the costs  normally  charged by third
parties for such supplies, materials, and services.

      Notwithstanding  any provision herein to the contrary,  to the extent that
Landlord  incurs any  Operating  Costs which are  allocable  to the Building but
shall not be directly and  allocable  only to the Building or other  building at
the Property,  then Landlord  shall allocate such Operating Cost to the Building
and the other  buildings that such Operating Costs are allocable on a consistent
basis determined by Landlord.

Expressly excluded from the definition of the term "Operating Costs" are;

            (i)   Replacement  of  capital  investment  items  (excepting  those
expenditures referred to above)

            (ii)  Landlord's home office expense;

            (iii) Leasing commissions;

            (iv)  Reimbursements paid by specific tenants or other third parties
for direct costs incurred at their request;

            (v)   Depreciation;

            (vi)  Principal,  interest,  and other  costs  directly  related  to
financing the Property;

            (vii) The cost of any  repairs  or general  maintenance  paid by the
proceeds of insurance policies carried by Landlord on the Property;

            (viii)The  wages  and  salaries  of any  supervisory  or  management
employee of Landlord not involved in the day-to-day operation and maintenance of
the Property.

      (c)   The term  "Tenant's  Share"  shall mean the portion mat the Rentable
Square Feet in the  Premises  bears to the "Total  Building  Rentable  Area" (as
hereinafter defined)- Notwithstanding anything to the contrary contained herein,
in the event the Total Building Rentable Area does not have an average occupancy
of ninety-five percent (95%) during any calendar year,  appropriate  adjustments
shal1 be made to  determine  Operating  Costs as though  the  Building  had been
ninety-five  percent  (95%)  occupied,  but in no  event  shall  Tenant  ever be
required to pay more than Tenant's Share of the determined  Operating Costs. The
average  occupancy shall be determined by adding together the total leased space
on the last day of each month during the calendar  year in question and dividing
by twelve (12), For purposes of this Lease, the Total Building  Rentable Area is
103.079 square feet and the "Tenant's Share" equals 5.43%.

      (d)   On or about  January  31st of each  calendar  year after the Initial
Calendar Year (or as soon thereafter as practical) Landlord shall provide Tenant


                                        4


<PAGE>



with a comparison of the Initial  Operating  Costs and the  projected  Operating
Costs for such  current  calendar  year,  and Tenant  shall  thereafter  pay, as
"Additional  Rent",  Tenant's  Share  of  any  excess  of  Landlord's  projected
Operating  Costa in such calendar year over the Initial  Operating  Costs.  Such
projected  increase in Operating  Costs shall be payable in advance on a monthly
basis by paying  one-twelfth  (l/12th) of such  projected  increase  during each
month of such  respective  calendar  year. If Landlord has not furnished  Tenant
such  comparison  by  January  1 of a  calendar  year  after the  calendar  year
immediately following the Initial Calendar Year, Tenant shall continue to pay on
the basis of the prior year's  estimate until the month after such comparison is
given.  Landlord shall,  within a period of one hundred twenty (120) days (or as
soon thereafter as practical)  after the close of each such respective  calendar
year following the Initial  Calendar Year provide Tenant an unaudited  statement
of such year's actual  Operating  Costs compared to the Initial  Operating Costs
(such  unaudited  statement  shall be herein  referred  to as the "Final  Annual
Statement of Operating  Costs").  If the actual Operating Costs are greater than
the  projected  Operating  Costs as  shown  on the  Final  Annual  Statement  of
Operating  Costs,  Tenant shall pay  Landlord,  within  thirty (30) days of such
statement's  receipt.  Tenant's Share of the difference  thereof. If such year's
projected  Operating Costs are greater than the actual  Operating Costs as shown
on the Final Annual Statement of Operating Costs,  Landlord shall credit Tenant,
within  thirty  (30)  days of such  statement  issuance.  Tenant's  Share of the
difference  between  (he  projected  Operating  Costs and the  greater of actual
Operating Costs or Initial Operating Costs. In no event,  however,  shall Tenant
pay as Operating Costs an amount which is less than the Initial  Operating Costs
for the Initial Calendar Year.

      (c)   Anything herein to the contrary  notwithstanding,  in no event shall
the Monthly  Rental as set forth in Paragraph 2(a) ever be reduced on account of
Operating Costs.

      (f)   Should this Lease commence at any time other than the first day of a
calendar  year,  or  terminate at any time other than the last day of a calendar
year,  the amount of  Additional  Rent due from Tenant shall be  proportionately
adjusted based on that portion of the year that this Lease was in effect.

      (g)   Tenant  shall  have the right for a period of thirty  (30)  calendar
days after  receipt of the Final Annual  Statement of Operating  Costs to review
Landlord's  books and records with respect to actual annual  Operating Costs for
the period covered by the Final Annual Statement of Operating Costs. Such review
shall take place in Landlord's manager's office in the Building or at such other
place as designated  by Landlord.  Tenant shall give Landlord not less than five
(5) business days nor more than fifteen (15) business days written notice of the
date on which Tenant intends to conduct such review.  In the event Tenant either
fails to give written  notice or thereafter  fails to complete  such  inspection
within five (5)  business  days after the date for the  inspection  set forth in
Tenant's  written  notice,  then Tenant's right to review  Landlord's  books and
records  shall  terminate on such 5th  business  day and the Final  Statement of
Operating  Costs in question  shall be binding on both Landlord and Tenant.  The
results of such review  shall be for the benefit of  Landlord  and Tenant  only,
shall be maintained in confidence by Tenant,  and shall not be  disseminated  or
furnished  to any other  person  or  entity.  Tenant  may use  certified  public
accountants  familiar with office building  operating expense billing procedures
to aid  Tenant in  conducting  the audit,  but  Tenant may not use any  auditing
services or similar  consultants  that are paid on a contingent fee basis or are
owned by,  affiliated  with,  employed  by or  related  to any  office  building
landlords or office building management companies or services.

      If, as a result of Tenant's  review,  Tenant  claims  that any  particular
items were incorrectly included as an Operating Costs under this Lease or Tenant
claims any mathematical  errors exist in the Final Statement of Operating Costs,
Tenant may give written  notice to Landlord  within five (5) business days after
the date of review..  Said notice may only contest Landlord's Final Statement of
Operating Costs for the two (2) reasons  included in this  subparagraph  (g) and
said notice  shall  clearly  reflect the  reasons for the  disagreement  and the
amount claimed by Tenant as owed from  Landlord.  Tenant and Landlord shall then
meet in an effort to resolve the differences in their respective findings.

      If a  resolution  is not  reached  within  thirty  (30)  business  days of
Tenant's written notice, then Landlord shall designate an independent  certified
public  accountant to audit the actual annual Operating  Expenses for the period
in  question.  The  findings  of said  accountant  shall be  binding on both the
Landlord and Tenant.


                                        5


<PAGE>



      To the extent that the accountant's determination of Operating Expenses is
less than ninety percent (90%) of the amount  reflected on the Landlord's  final
statement,  then Landlord shall bear the cost of the audit.  Conversely,  to the
extent  that the  accountant's  determination  of the  amount  reflected  on the
Landlord's  final  statement is equal to or within ninety  percent (90%) of said
statement, then Tenant shall bear the cost of the audit.

      If as a  result  of  such  audit  it is  determined  that  the  amount  of
Additional  Rent due  from  Tenant  shall be less  than  that  shown  due on the
Landlord's  statement.  Landlord  shall make such  adjustments  as  necessary to
correct such  statement and Landlord shall refund to Tenant any over payments of
Additional Rent made by Tenant.

      (h)   Tenant's payments of Additional Rent shall not be deemed payments of
base rental as that term is construed  relative to  governmental  wage and price
controls or analogous  governmental  actions  affecting the amount of rent which
Landlord may charge Tenant for the Premises.

4.    DELIVERY OF THE PREMISES

      Landlord  shall  deliver  possession  of the Premises to Tenant in "as is"
condition  on April 18, 2002.  Upon  delivery of  possession  of the Premises by
Landlord,  Tenant will  commence any Tenant Work,  in accordance to the terms of
the Lease.  Upon  completion of Tenant's  Work, and Tenant's  occupancy,  Tenant
shall  execute and deliver an agreement  confirming  the  Commencement  Date and
Expiration  Date,  which Agreement shall be in the form of Exhibit D Schedule 2.
Notwithstanding the preceding, if no Work Agreement attached to this Lease, then
Tenant shall be accepting the Premises "as-is", with Landlord not being required
to do anything to the Premises prior to Tenant's occupancy other than to provide
the same in a broom-clean condition.

5.    ACCEPTANCE OF THE PREMISES

      The taking of possession of any portion of the Premises by Tenant shall be
conclusive  evidence that Tenant has inspected the Premises and accepts the same
"as is" and that said  portion of the  Premises and the Building are in good and
satisfactory  condition  for the use  intended at the time such  possession  was
taken.  Landlord  represents to Tenant that the Premises are in compliance  with
all  local  codes and  ordinances  and all  mechanical  systems  and other  base
operating systems are in good and satisfactory condition.

6.    USE

Tenant shall use the Premises only as a general office and for  performing  such
examinations  or procedures as are  ordinarily  and  customarily  performed in a
general office but not for such examinations or procedures as are ordinarily and
customarily  performed in a hospital or clinic rather than a medical office, and
for no other purpose. The foregoing  notwithstanding,  the Premises shall not be
used for any of the  purposes  or uses  described  in Exhibit  "E";  any illegal
purposes;  nor in any  manner to create any  nuisance  or  trespass;  nor in any
manner to  vitiate  the  insurance  or  increase  the rate of  insurance  on the
Premises;  nor for any  invasive  surgery  or  procedures.  Tenant's  use of the
Premises shall not violate any ordinance,  law or regulation of any governmental
body or the "Rules and  Regulations"  of Landlord  (the "Rules") as set forth in
Exhibit "C"  attached  hereto and made a part hereof,  or cause an  unreasonable
amount of use of any of the services provided in the Building. Tenant agrees, at
its own expense,  to promptly comply with any and all municipal,  county,  state
and federal  statutes,  regulations,  or  requirements  applicable or in any way
relating to the use and occupancy of the Premises.  Tenant agrees to conduct its
business  in the  manner  and  according  to  the  generally  accepted  business
principles of the business or profession in which Tenant is engaged.

7.    CARE OF THE PREMISES

      (a)   Landlord's Repairs

      (i)   Tenant agrees that no representations respecting the Premises or the
Building,  or the condition  thereof,  and that no promises to decorate,  alter,
repair or improve the Premises,  either  before or after the  execution  hereof,
have  been  made by  Landlord  or its  agents  to  Tenant,  unless  the same are
expressly contained in this Lease (including the Work Agreement, if any).

      (h)   Landlord  shall  maintain  and  repair  (as an i tern  of  Operating
Expense) only the common hallways and corridors,  common rest rooms,  main lobby
area, heating,  ventilating and air-conditioning systems,  driveways and parking
areas  located on the Land,  if any, the roof,  foundation,  floors and exterior
walls and glass of the Building. Tenant shall immediately give Landlord written


                                        6


<PAGE>



notice of any defect or need for  repairs,  after  which  Landlord  shall have a
reasonable  time  within  which to repair same or cure such  defect.  Landlord's
liability hereunder shall be limited only to the cost of correcting such defects
or making such repairs.  Notwithstanding  Landlord's  obligation to maintain and
repair under this Section 7(a),  Tenant shall reimburse  Landlord for the repair
of any damage  caused by Tenant,  or Tenant's  employees,  agents,  contractors,
invitees or licensees, or caused by Tenant's default hereunder.

            (iii) Notwithstanding  any other pro visions herein.  Landlord shall
be responsible Lo Tenant for any damage occasioned by plumbing, electrical, gas,
water,  steam or other utility pipes,  systems or facilities or by the bursting,
stopping, leaking or running of any tank, sprinkler,  washstand, water closet or
pipes in the Building occasioned by water being upon or coming through or around
the roof or any flashing,  window, skylight, vent, door provided Tenant provides
Landlord  reasonable  notice of such an event as soon as Tenant  become aware of
such  problem.  Landlord  shall not be liable for any damage  arising out of any
acts or neglect of  co-tenants,  other  occupants of the Building,  occupants of
adjacent property or the public.

      (b)   Tenant's  Repairs.  Tenant  will,  at its  sole  cost  and  expense,
maintain the Premises and the fixtures and appurtenances  therein in good order,
condition  and  repair,  and will  neither  commit  nor  suffer  any  active  or
permissive  waste or injury  thereof.  At all times.  Tenant shall  maintain the
Premises  in  accordance  with all laws,  rules and  regulations  governing  its
occupancy of the Premises.  Tenant's  responsibilities in conjunction  therewith
shall  include,  but not be limited to maintain the  Premises in a  satisfactory
condition  and  state of  repair.  All such  repair  work,  maintenance  and any
alterations  permitted by Landlord  (I) shall be done at Tenant's  sole cost and
expense;  (ii)  shall  be  done by  Landlord's  employees  or  agents  or,  with
Landlord's  express written consent,  by persons requested by Tenant;  and (iii)
shall first be consented to in writing by Landlord.  Tenant  shall,  at Tenant's
expense, with Landlord's express written consent, by persons requested by Tenant
and consented to in writing by Landlord, promptly repair any injury or damage to
the Premises or Building caused by the misuse or neglect  thereof by Tenant,  by
Tenant's contractors,  subcontractors,  customers, employees, licensees, agents,
or invitees  permitted or invited (whether by express or implied  invitation) on
the Premises by Tenant,  or by Tenant moving in or out of the  Premises.  In the
event any repairs are  required to be made in or to the  Premises as a result of
the  actions  or  inactions  of  Tenant,  its  agents,  contractors,   servants,
employees,  subtenant,  concessionaires,  licensees,  invitees Or guests. Tenant
shall be  responsible  for payment of all such  repairs,  which shall be made by
Landlord  or its  contractors.  If Tenant  does not make  repairs  promptly  and
adequately.  Landlord may, but need not, make repairs, and Tenant shall promptly
pay the cost thereof as Rent in addition to the Base Rental and Additional Rent.
Tenant shall pay Landlord as Rent in addition to the Base Rental and  Additional
Rent for  overtime  and for any other  expense  incurred  in the event  repairs,
alterations,  decorating or other work in the Premises are not made, at Tenant's
request, during ordinary business hours. Upon expiration or other termination of
me Term, Tenant shall quit and surrender to Landlord the Premises,  broom clean,
in good order and  condition as provided in this Lease,  ordinary  wear and tear
excepted, and Tenant shall remove all of its property.

      (c)   Alterations.  Tenant  will not,  without  Landlord's  prior  written
consent,  (which consent shall not be unreasonably  withheld,  make alterations,
additions  or   improvements   (including,   but  not  limited  to,   structural
alterations, additions or improvements) in or about the Premises and will not do
anything to or on the  Premises  which will  increase  the rate of fire or other
insurance  on the  Building  or  the  Property  All  alterations,  additions  or
improvements  of a permanent  nature made or installed by Tenant to the Premises
shall become the property of Landlord at the  expiration or earlier  termination
of this Lease.  Landlord  reserves the right to require Tenant, at Tenant's sole
cost and expense,  to remove any  improvements or additions made to the Premises
by Tenant and to repair and restore the  Premises  to their  condition  prior to
such alteration,  addition or improvement,  reasonable wear and tear, unrepaired
casualty  not  caused by Tenant  (or by  Tenant's  contractors,  subcontractors,
customers,  employees,  licensees,  agents  or  invitees  permitted  or  invited
[whether by express or implied  invitation]) and condemnation  excepted,  unless
Landlord  has agreed in  writing,  at or prior to the time Tenant  requests  the
right to make such alteration,  addition or improvement, that such item need not
be removed by Tenant at the expiration or earlier termination of the Term

      (d)   Condition  of  Premises  on  Surrender  of  Premises.  Prior  to the
Expiration  Date or upon any  earlier  termination  of this  Lease,  Tenant,  at
Tenant's sole cost and expense,  will remove all Tenant's  personal property and
repair all injury done by or in connection with  installation or removal of said
property and surrender  the Premises  (together  with all keys,  access cards or
entrance  passes to the Premises or the Building) in as good a condition as they
were when delivered to Tenant at the beginning of the Term,  reasonable wear and
tear,   insured  casualty  not  caused  by  Tenant  (by  Tenant's   contractors,


                                       7


<PAGE>


subcontractors, customers, employees, licensees, agents or invitees permitted or
invited [whether by express or implied  invitation]) and condemnation  excepted.
All property of Tenant remaining in the Premises after expiration of the Term or
earlier  termination of this Lease shall be conclusively deemed to be abandoned,
shall thereupon at the election of Landlord, become the property of Landlord and
Landlord may remove and dispose of such  property in any way  Landlord  sees fit
without  liability to Tenant.  Tenant shall  reimburse  Landlord for the cost of
removing and storing such  abandoned  property.  The foregoing  notwithstanding,
Landlord  shall  continue to have the right (which shall survive  termination or
expiration  of the  Lease)  to  require  Tenant to remove  any  improvements  or
additions made to the Premises by Tenant pursuant to (b) above.

      (e)   Contractors   Doing  Work.   In  doing  any  work   related  to  the
installation of Tenant's  furnishings,  fixtures,  or equipment in the Premises,
Tenant will use only contractors or workers  consented to by Landlord in writing
prior to the time such work is  commenced-  Landlord may  condition  its consent
upon its  receipt  from such  contractors  or  workers  of  acceptable  (I) lien
waivers;  and (ii) evidence that such  contractors have  contractor's  liability
insurance with at least $1,000,000 coverage; automobile liability insurance with
at  least  $1,000,000  coverage;  and  worker's  compensation  insurance  in the
statutory  amounts  required  by the State of Florida  which  coverage  shall be
obtained from carriers  satisfactory to Landlord.  Landlord shall have the right
to periodically review and modify the coverages required hereunder. Landlord and
Landlord's  property manager shall be named additional  insureds on the policies
required hereunder.  Tenant shall within ten (10) days of filing promptly remove
any lien or claim of lien for material or labor  claimed  against the  Premises,
the  Building,  or both,  by such  contractors  or workers if such claim  should
arise,  and Tenant shall and does hereby  indemnify and hold  harmless  Landlord
from and against any and all claims, loss, cost, damage,  expense or liabilities
including, but not limited to, reasonable attorney's fees, incurred by Landlord,
as a result of or in any way related to such claims or such liens.

      (f)   Personal  Property at Risk. All personal  property  brought into the
Premises by Tenant,  its employees,  licensees and invitees shall be at the sole
risk of  Tenant.  Landlord  shall not be liable  for theft  thereof  or of money
deposited  therein or for any damages  thereto,  such theft or damage  being the
sole responsibility of Tenant.

      (g)   Landlord's Right to do Work.  Landlord shall also have the right, at
anytime,  without the same  constituting an actual or constructive  eviction and
without  incurring any liability to Tenant  therefore,  to reasonably change the
arrangement  and/or  location of entrances or  passageways,  doors and doorways,
corridors,  elevators,  toilets or other  public parts of the  Property,  and to
reasonably close entrances, doors, corridors, elevators or other facilities.

8.    SERVICES

      Provided  Tenant is in  compliance  with the terms and  conditions of this
Lease,  Landlord shall furnish the services  described in Exhibit "G".  attached
hereto and by  reference  made a part hereof  (certain  costs of which  services
shall be reimbursed to Landlord in accordance  with Section 3 herein).  Landlord
will provide to Tenant  heating or air  conditioning  service after the Building
operating  hours (defined in "Exhibit "G" provided  Tenant gives Landlord notice
of the desire for such  service by 4:00 p.m. on the business day on which Tenant
desires the  service,  and by 4:00 p.m. on the Thursday  prior to any  Saturday,
Sunday or holiday on which  Tenant  desires such  service.  Such service will be
provided by Landlord at such rates as shall be established by Landlord from time
to  time.   As  of  the  date  of  this   Lease,   such   rates   are   $35/hour
___________________,provided  such rates are subject to  increase in  connection
with increased costs of administrative services, labor, equipment and utilities.

      There may be  available  in the  Building  a shared or  several  different
communications systems (the "Shared Service") the services, terms and conditions
for which may be negotiated and agreed to by Tenant and the party providing such
Shared  Service.  Neither  Landlord  nor  Landlord's  asset  manager or property
manager  shall be liable to Tenant  for  damages if the  furnishing  of any such
Shared Service is disrupted,  terminated or diminished in any manner,  nor shall
any disruption,  diminution, or cessation relieve Tenant from the performance of
any of Tenant's covenants, conditions and agreements under this Lease, nor shall
any  disruption,  diminution or cessation  constitute  constructive  eviction or
entitle Tenant to an abatement of Rent. Tenant holds Landlord,  Landlord's asset
manager and property  manager  harmless  from and against any claims  Tenant may
have arising out of or connected with such cessation or interruption.  If Tenant
elects not to use the Shared  Service  and  Tenant has  telephone  or other such
equipment installed at Tenant's  direction,  such system shall not (1) cause the
Building to violate any municipal safety code or ordinances, including, but not


                                        8


<PAGE>


limited to, fire safety codes; (ii) cause damage to the Building;  (iii) require
an  amount  of  electrical  or other  services  unreasonably  in  excess  of the
requirements for customary business  telephone systems;  or (iv) impact upon the
normal use,  function and operation of the Shared Service.  If Tenant elects not
to use or be a part of the Shared  Service,  Tenant  shall not use any wiring or
other  equipment which is a part of the Shared Service without the prior written
consent of the  provider  of such Shared  Service.  If Tenant uses any wiring or
equipment without such consent,  Tenant shall be liable for and shall pay to the
provider of such services, on demand, (1) the cost of such use; (11) the cost of
repairing or replacing  any wiring or equipment  damaged or altered by such use;
and (iii) any other damages caused by such use.

9.    DESTRUCTION OR DAMAGE TO PREMISES

      (a)   If the Premises, the Building or any building at thy Property or the
parking for the Building are totally  destroyed (or so substantially  damaged as
to be wholly  untenantable  or not usable or not  repairable  within one hundred
eighty (180) days in the  determination of Landlord's  architect or engineer) by
storm, fire, earthquake or other casualty, Landlord shall have the option to:

            (i)   Terminate  this Lease as of the date of the  occurrence of the
storm,  earthquake,  fire or other  casualty by giving  written notice to Tenant
within ninety (90) days from the date of such damage or destruction; or

            (ii)  Commence  the  process of  restoration  of the  Premises  to a
tenantable  condition  within  thirty  (60)  days  from the date of  receipt  by
Landlord of all of the insurance  proceeds  paid with respect to such  casualty,
and proceed with due  diligence to complete  said  restoration  of the Premises.
Provided,  however,  that  Landlord  shall not be  obligated  to expend for such
repair an amount in excess of the net insurance  proceeds actually received as a
result of such  damage and in no event  shall  Landlord be required to repair or
replace any alteration or improvement  made by or for the Tenant,  including but
not limited to Tenant's Work (as defined in the Work  Agreement),  nor any trade
fixtures,  furniture,  equipment or other property  belonging to the Tenant.  If
Landlord  chooses to restore the Premises,  Rent shall abate with respect to the
untenantable  portion of the Premises from the date of such  casualty  until the
date of substantial restoration thereof.

      If Landlord  shall not elect to terminate  this Lease,  the Landlord shall
complete such  restoration  with reasonable  diligence within one hundred eighty
(180) days of the date of receipt by Landlord of all of the  insurance  proceeds
paid with respect to such casualty, as described above subject to Tenant Delays.
During  such  period  of  repair,  if any  portion  of  the  Premises  shall  be
untenantable as a result of casualty and Tenant has elected to no longer use the
Premises, Base Rental and Additional Rent shall abate beginning with the date of
such casualty and ending on the date the Premises are rendered  tenantable by an
amount  bearing the same ratio to the total amount of Base Rental and Additional
Rent due under this Lease as the  untenantable  portion of the Premises bears to
the  entire  Premises.  Notwithstanding  such  abatement.  Tenant  shall  remain
obligated to perform and  discharge all of its  remaining  covenants  under this
Lease during the period of abatement.

      (b)   If such damage or  destruction  occurs  within,  one (1) year of the
expiration of the Term, either party may, at its option on written notice to the
other party within  thirty (30) days of such  destruction  or damage,  terminate
this Lease as of the date of such destruction or damage. Notwithstanding, Tenant
may elect to Terminate this lease if, based on Landlords determination, that the
Premises or Building are not  repairable  within 180 days from the date in which
Landlord notifies Tenant,  which date of notification  shall be not more than 90
days from the date of the damage/destruction,

      (c)   Rent shall not abate if the damage or  destruction  of the Premises,
whether  total or  partial,  is the  result of the  negligence  of  Tenant,  its
contractors, subcontractors, agents, employees, guests or invitees.


                                       9


<PAGE>


10.   DEFAULT BY TENANT; LANDLORD'S REMEDIES

      (a)   The occurrence of any of the following shall  constitute an event of
default  hereunder  by  Tenant:  (i) The Rent or any  other  sum of money due of
Tenant hereunder is not paid within five (5) days of the date when due;

            (ii)  The  Premises  are  deserted or  vacated,  and Tenant docs not
occupy the Premises within ten (15) days after notice from Landlord to Tenant;

            (iii) Tenant  fails to bond  off or  otherwise  remove  (in a manner
acceptable  to Landlord)  any lien filed against the Premises or the Property by
reason of Tenant's actions,  within ten (15) days after Tenant has notice of the
filing of such Hen;

            (iv)  Tenant  fails to  observe,  perform  and keep any of the other
covenants,  agreements,  provisions,  stipulations,  conditions and Rules herein
contained  to be  observed,  performed  and kept by Tenant and  persists in such
failure  after ten (15) days written  notice by Landlord  requiring  that Tenant
remedy,  correct, desist or comply (or if any such failure to comply on the part
of Tenant  would  reasonably  require  more  than ten (15) days to cure,  unless
Tenant  commences  curing within the ten (15) day notice  period and  thereafter
promptly,  effectively and continuously  proceeds with the curing of the failure
to comply on the part of Tenant and, in all such  events,  cures such failure to
comply on the part of Tenant  no later  than  forty-five  (45) days  after  such
notice).

      (b)   Upon the  occurrence of an event of default,  Landlord , in addition
to all other remedies available to Landlord at law or in equity,  shall have the
option to do and perform any one or more of the following:

            (i)   Terminate this Lease, in which event Tenant shall  immediately
surrender the Premises to Landlord. If Tenant shall fail to do so. Landlord may,
as  permitted  by law and without  further  notice and without  prejudice to any
other remedy Landlord may have,  enter upon the Premises without the requirement
of resorting to the  dispossessory  procedures  set forth by applicable  law, if
any, and expel or remove  Tenant and Tenant's  effects  without being liable for
any claim for trespass or damages therefor.  Upon any such  termination.  Tenant
shall remain liable to Landlord for damages,  due and payable monthly on the day
Rent would have been payable  hereunder,  in an amount equal to the Rent and any
other amounts which would have been owing by Tenant for the balance of the Term,
had this  Lease  not been  terminated,  less the net  proceeds,  if any,  of any
reletting  of the  Premises by  Landlord,  plus the  aggregate  amount of ail of
Landlord's  costs  and  expenses  (including,  without  limitation,  advertising
expenses  and  professional  fees)  incurred  in  connection  with or in any way
related to the termination of this Lease, eviction of Tenant and such reletting;
or

            (ii)  Re-enter  and  retake   possession  of  the  Premises  without
terminating this Lease and in connection therewith,  re-key the Premises, remove
Tenant's effects therefrom and store the same at Tenant's expense, without being
liable for any damage  thereto,  and relet the  Premises as the agent of Tenant,
without  advertisement,  by private  negotiations,  for any term Landlord  deems
proper, and receive the rent therefor. Upon such reletting, all rentals received
by The Landlord from such  re-letting  shall be applied first, to the payment of
any  indebtedness  other than the Rent due  hereunder  from Tenant to  Landlord;
secondly,  to  the  payment  of any  costs  and  expenses  of  such  re-letting,
including, without limitation,  brokerage fees and attorneys' fees and the costs
of such alterations and repairs as may be necessary relative to such re-letting;
third, to the payment of the Rents then due and unpaid under the Lease;  and the
residue,  if any, shall be held by the Landlord and applied in payment of future
Rents as same may become due and payable hereunder. Tenant shall pay Landlord on
demand any  deficiency  that may arise by reason of such  reletting,  but Tenant
shall not be entitled to any surplus so arising. Tenant shall reimburse Landlord
for all costs' and expenses (including, without limitation, advertising expenses
and professional  fees) incurred in connection with or in any way related to the
eviction of Tenant and reletting  the Premises,  and for the amount of any other
Rent  which  would  have  been due of Tenant to  Landlord  hereunder  if not for
certain concessions granted by Landlord to Tenant.  Landlord, in addition to but
not in lieu of or in  limitation  of any  other  right  or  remedy  provided  to
Landlord under the terms of this Lease or otherwise (but only to the extent such
sum is not reimbursed to Landlord in conjunction  with any other payment made by
Tenant to Landlord), shall have the right to be immediately repaid by Tenant the


                                       10


<PAGE>


amount of all sums  expended by Landlord and not repaid by Tenant in  connection
with preparing or improving the Premises to Tenant's  specifications and any and
all costs and expenses  incurred in  renovating or altering the Premises to make
it  suitable  for  reletting.   Notwithstanding   any  such  re-letting  without
termination.  Landlord may at any time thereafter  elect to terminate this Lease
for such previous breach; or

            (iii) Landlord, in addition to but not in lieu ofor in limitation of
any other right or remedy  provided to Landlord under the terms of this Lease or
otherwise  (but only to die extent  such sum is not  reimbursed  to  Landlord in
conjunction  with any other payment made by Tenant to Landlord),  shall have the
right to be  immediately  repaid by Tenant  the amount of all sums  expended  by
Landlord and not repaid by Tenant in connection  with preparing or improving the
Premises to Tenant's  specifications and any and all costs and expenses incurred
in renovating or altering the Premises to make it suitable for reletting; or

            (iv)  As agent of Tenant,  do whatever  Tenant is obligated to do by
the  provisions  of this Lease,  including,  but not limited  to,  entering  the
Premises,  without  being liable to  prosecution  or any claims for damages,  in
order  to  accomplish  this  purpose.   Tenant  agrees  to  reimburse   Landlord
immediately  upon  demand  for any  expenses  which  Landlord  may incur in thus
effecting  compliance  with this Lease on behalf of Tenant,  and Tenant  further
agrees that  Landlord  shall not be liable for any damages  resulting  to Tenant
from such action, whether caused by the negligence of Landlord or otherwise.

            (v)   Landlord  may  declare  the  entire  amount  of  Base  Rental,
Additional  Rent and other sums which would have  become due and payable  during
the  remainder  of the  Term of this  Lease  to be due and  payable  immediately
without notice to Tenant,

            (vi)  Landlord may terminate this Lease and recover from Tenant,  as
full liquidated  damages,  all damages  Landlord may incur by reason of Tenant's
default,  which  damages shall be limited to (a) the amounts due and owing prior
to such  termination,  plus (b) the cost of recovering  the  Premises,  plus (c)
reasonable  attorney's fees and costs, plus (d) a sum which, at the date of such
termination,  equals the present  value  [discounted  at ten  percent  (10%) per
annum]  of(i) the Base  Rental,  Additional  Rent and all other sums which would
have been due and  payable by Tenant  hereunder  for the  remainder  of the Term
(including  any Extended  Term, if the Term of the Lease has been extended) less
(ii) the aggregate  reasonable rental value of the Premises for the same period,
accounting for me cost, time and other factors  necessary to relet the Premises,
all of which amounts shall be immediately due and payable; provided, however, if
Landlord  elects to pursue this remedy.  Landlord  shall do so  exclusively  and
shall not  thereafter  pursue  any of the other  remedies  set forth in  section
10(b)(i)-(iv)  to collect Base Rental and Additional  Rent due from Tenant.  The
foregoing  limitation of remedies is without  prejudice to  Landlord's  right to
enforce  Tenant's  indemnity  obligation  with  respect to claims,  damages  and
liabilities  (other than Base Rental and Additional  Rent) resulting to Landlord
by or through  Tenant's use and occupancy of the  Premises.  Landlord and Tenant
agree that such  amounts  constitute  a good faith  reasonable  estimate  of the
damages which might be suffered by Landlord upon the occurrence of a Default and
that it is  impossible  to estimate  more  precisely  such  damages.  Landlord's
receipt  of the  aforesaid  amount  is  intended  not as a  penalty  but as full
liquidated damages.

      (c)   Pursuit  by  Landlord  of any of the  foregoing  remedies  shall not
preclude the pursuit of general or special  damages  incurred,  or of any of the
other  remedies  provided  herein,  at  law  or in  equity;  provided,  however,
Landlord's  election  to  pursue  the  remedy  in  Section  10 (b) (v)  shall be
exclusive of any other remedies available to Landlord except as provided in said
Section 10 (b) (v).

      (d)   No act or thing done by Landlord or  Landlord's  employees or agents
during the Term shall be deemed an  acceptance  of a surrender of the  Premises.
Neither the mention in this Lease of any particular  remedy, nor the exercise by
Landlord of any particular remedy hereunder, at law or in equity, shall preclude
Landlord from any other remedy  Landlord might have under this Lease,  at law or
in  equity.  Any waiver of or redress of or any  violation  of any  covenant  or
condition  contained in this Lease or any of the Rules now or hereafter  adopted
by Landlord,  shall not prevent a subsequent  act,  which would have  originally
constituted  a  violation,  from  having all the force and effect of an original
violation.  The receipt by Landlord of Rent with  knowledge of the breach of any
covenant in this Lease shall not be deemed a waiver of such breach.

      (e)   Landlord's reentry,  demand for possession,  notice that the tenancy
hereby created will be terminated on the date therein  named,  institution of an
action of  unlawful  detainer or  ejectment  or the  entering of a judgment  for
possession in such action or any other act or acts resulting in the  termination
of Tenant's  right to possession of the Premises  shall not relieve  Tenant from
Tenant's


                                       12


<PAGE>



obligation to pay all sums due hereunder during the balance of the Term,  except
as herein expressly provided.  Landlord may collect and receive any Base Rental,
Additional Rent, or charges due from Tenant,  and the payment (.hereof shall not
constitute a waiver of or affect any notice or demand given,  suit instituted or
judgment obtained by Landlord,  or be held to waive, affect,  change,  modify or
alter the rights or remedies which Landlord has in equity or at law by virtue of
this Lease.

      (f)   The Base  Rental  is  calculated  for the Term of this  Lease  and a
substantial  portion of the Base Rental  includes  reimbursement  to Landlord of
direct  out-of-pocket  investment costs and expenses with respect to leasing the
Premises to the Tenant that  Landlord has incurred or will incur during the Term
for tenant  improvements,  leasing  commissions and other costs,  various tenant
concessions,  and other similar direct costs and expenses relating to Landlord's
investment in the Premises,  the aggregate  amount of which  Landlord has spread
over the entire Term.  Tenant  acknowledges  that Landlord will suffer  damages,
including,  but not limited to, such unreimbursed direct out-of-pocket costs and
expenses  unless Tenant pays to Landlord all the Base Rental due to Landlord for
the entire Term.

      (g)   In the event Landlord  commences any  proceedings  for nonpayment of
Base  Rental,  Additional  Rent or other  sums due  hereunder.  Tenant  will not
interpose any  counterclaim of whatever  nature or  description,  except for any
compulsory  counterclaim which may only be brought in any such proceeding.  This
shall not,  however,  be construed  as a waiver of the Tenant's  right to assert
such claims in any separate action or actions brought by the Tenant.

      (h)   Except as expressly provided in this Lease, Tenant hereby waives any
and every  form of  demand  and  notice  prescribed  by  statute  or other  law,
including  without  limitation  the notice of any  election of remedies  made by
Landlord  under  this  Section,  demand for  payment of any rent,  or demand for
possession.

      (i)   All rights and remedies of Landlord created or otherwise existing at
law or in  equity  are  cumulative  and the  exercise  of one or more  rights or
remedies shall not be taken to exclude or waive the right to exercise any other.

      (j)   Tenant  shall  and  hereby  agrees  to pay all  costs  and  expenses
incurred by Landlord,  including, but not limited to, reasonable attorneys' fees
Incurred  at the trial  and all  appellate  levels  and in  connection  with any
administrative  proceedings m enforcing  any of the covenants and  agreements of
this Lease or as a result of any action  brought by Landlord  against Tenant for
an  unlawful  detainer  of the  Premises,  and  all  such  costs,  expenses  and
attorneys'  fees shall be paid by Tenant to Landlord  within ten (10) days after
Landlord's written demand therefor.

      (k)   Notwithstanding anything in this Lease to the contrary. Tenant shall
have no claim,  and hereby waives the right to any claim,  against  Landlord for
money damages by reason of any refusal,  withholding  or delaying by Landlord of
any consent, approval or statement of satisfaction,  and in such event. Tenant's
only remedies therefor shall be an action for specific performance or injunction
to  enforce  any  such  requirements.  If the  result  of  any  such  action  or
arbitration shall be adverse to Landlord, Landlord shall be liable to Tenant for
Tenant's reasonable expenses and attorney's fees thereby incurred.

11.   ASSIGNMENT AND SUBLETTING

      (a)   Tenant  shall not sublet any part of the  Premises,  nor assign tins
Lease or any  interest  herein,  without the prior  written  consent of Landlord
which consent  shall not be  unreasonably  withheld.  Any sublease or assignment
made without  Landlord's  consent shall be void. For illustration  only, without
limiting  in any respect the reasons  Landlord  may  withhold  its consent to an
assignment or  subletting,  the  following are examples of reasons  Landlord may
withhold its consent:  (I) the proposed subtenant or assignee may, in Landlord's
judgment unreasonably burden the Building, its amenities or services (ii) if the
rate of  compensation,  including,  but not  limited to, all rent  requested  by
Tenant  for the  portion  of the  Premises  to be  subleased  or  subject  to an
assignment  of the Lease,  impacts  upon or impairs  Landlord's  ability to rent
space in the Building at the then market rate as offered by Landlord,  (iii) the
financial  statements or the business  experience  of the proposed  assignee are
unsatisfactory to Landlord, (iv) the proposed use of the Premises conflicts with
other uses within the Building,  (v) the pro$pective assignee or sublessee is an
existing  tenant of the Building and in  Landlord's  judgment  such  sublease or
assignment may affuct  Landlord's lease  relationship  with such tenant, or (vi)
Tenant's proposed  subletting or assignment will in Landlord's  judgment compete
with landlord's ability to lease other vacant space in the Building, Consent by


                                       12


<PAGE>



Landlord  to one  assignment  or  sublease  shall  not  destroy  or  waive  this
provision,  and all later  assignments and subleases shall likewise be made only
upon prior written consent of Landlord. If a sublease or assignment is consented
to by Landlord,  any  sublessees or assignees  shall become  liable  directly to
Landlord for all obligations of Tenant hereunder without relieving or in any way
modifying Tenant's liability hereunder.

      If Tenant  desires to assign this Lease or sublet the Premises or any part
thereof.  Tenant shall give Landlord  written notice at least sixty (60) days in
advance of the date on which Tenant desires to make such assignment or sublease,
which notice shall specify:  (a) the name and business of the proposed  assignee
or sublessee; (b) the amount and location of the space in the Premises affected;
(c) the proposed  effective date of the  subletting or  assignment;  and (d) the
proposed rental to be paid to Tenant by such sublessee or assignee.

      If Tenant  shall give such notice.  Tenant shall pay on demand  Landlord's
reasonable  costs,  including  attorneys'  fees  incurred  to  consider  and  as
necessary to document such transaction.  If Tenant notifies Landlord of Tenant's
intent to sublease or assign this Lease,  Landlord shall within thirty (30) days
from  receipt  of such  notice  (a)  consent  to  such  proposed  assignment  or
subletting;  (b) deny such consent (if Landlord  shall fail to notify  Tenant in
writing of such election  within said thirty (30) day period,  Landlord shall be
deemed to have elected to deny such consent); or (c) elect to cancel this Lease,
or lo reduce the  Premises by the area  requested to be subleased or assigned if
the area is less than the entire Premises.

      If Landlord's  election is to cancel or to reduce the area of the Premises
as provided in the foregoing  clause (c) (such election being referred to herein
as  "Landlord's  Modification  Election"),  Tenant shall have ten (10) days from
receipt of  Landlord's  Modification  Election  to notify  Landlord  of Tenant's
acceptance  of such  cancellation  or reduction or Tenant's  desire to remain in
possession o f the Premises  under this Lease for the  remainder of the Term. If
Tenant fails to notify  Landlord of Tenant's  election to accept  termination or
reduction or to continue as Tenant  hereunder,  such failure  shall be deemed an
election to terminate or have the area of the Premises  reduced,  as me case may
be, in accordance with Landlord's  Modification Election and such termination or
reduction  shall be effective at the end of the ten (10) day period provided for
above.  If Landlord  gives its consent to any such  assignment or sublease,  any
rent or other cost to the  assignee or  subtenant  for all or any portion of the
Premises  over and above the Rent  payable by Tenant for such space shall be due
and payable, and shall be paid, to Landlord.

      If this  Lease is  canceled,  the area of the  Premises  is  reduced  or a
sublease or assignment is made as herein  provided.  Tenant shall pay Landlord a
charge equal to the actual costs incurred by Landlord,  in Landlord's reasonable
judgment  (including,  but  not  limited  to,  the use  and  time of  Landlord's
personnel),  for all of the necessary legal,  management,  leasing or accounting
services  required to  accomplish  such  cancellation,  reduction of area of the
Premises, assignment or subletting, as the case may be.

      Any physical  alterations  necessary with respect to any such  assignment,
subletting  or  reduction  of the area of the  Premises  shall be subject to the
provisions  of this Lease  regarding  alterations  and shall be at Tenant's sole
cost and expense and subject to  applicable  building  codes.  No  acceptance by
Landlord of any rent or any other sum of money from any assignee,  sublessee, or
other category of transferee  shall release  Tenant from any of its  obligations
under  this  Lease  or be  deemed  to  constitute  Landlord's  consent  to  such
assignment, sublease or transfer.

      (b)   The sale or transfer of Tenant's  voting stock (if a corporation) or
a  partnership  interest  (if a  partnership)  or member  interest (if a limited
liability  company) in Tenant resulting in the transfer of control of a majority
of such stock or interest,  or the  occupancy  of the Premises by any  successor
firm of Tenant or by any firm into which or with which Tenant may become  merged
or consolidated  shall be deemed an assignment of this Lease requiring the prior
written consent of Landlord.

      (c)   The joint and  several  liability  of Tenant  named  herein  and any
immediate  and  remote  successor  in  interest  of  Tenant  (by  assignment  or
otherwise), and the due performance of the obligations of this Lease on Tenant's
part to be performed or observed,  shall not in any way be discharged,  released
or impaired by any (I) agreement which modifies any of the rights or obligations
of the parties under this Lease,  (ii) stipulation which extends the time within
which an  obligation  under this Lease is to be  performed,  (iii) waiver of the
performance  of an  obligation  required  under this Lease,  or (iv)  failure to
enforce any of the obligations set forth in this Lease; provided, however, that


                                       13


<PAGE>


(a) in the case of any  modification  of this  Lease  made  after the date of an
assignment  or other  transfer  of this  Lease by Tenant,  if such  modification
increases or enlarges the obligations of Tenant or reduces the rights of Tenant,
then Tenant named herein and each respective  assignor or transferor shad not be
liable under or bound by any such increase, enlargement or reduction, and (b) in
the case of any waiver by  Landlord of a specific  obligation  of an assignee or
transferee  of  Tenant,  such  waiver  shall  also be  deemed a  waiver  of such
obligation with respect to the immediate and remote  assignors or transferors of
such assignee or transferee.

      (d)   Tenant  shall  have  no  right  whatsoever  to  encumber  any of the
Tenant's rights,  title or interest under this Lease,  without the prior written
consent of the Landlord which consent shall not be unreasonably withheld.

      (e)   Nothing in this Lease shall in any way restrict  Landlord's right to
assign or encumber  this Lease in its sole and absolute  discretion.  Should the
Landlord assign this Lease as provided for above,  or should  Landlord  encumber
all or any  portion of the  Building  and should the holder of such  encumbrance
succeed to the interest of Landlord,  Tenant shall be bound to said  assignee or
any such holder under all the terms,  covenants and conditions of this Lease for
the balance of the Lease term remaining  after such  succession and Tenant shall
attorn to such succeeding  party as its Landlord under this Lease promptly under
any such  succession.  Tenant  agrees that should any party so succeeding to the
interest of Landlord  require a separate  agreement of attornment  regarding the
matters  covered by this  Lease,  then Tenant  shall enter into such  attornment
agreement, provided the same does not substantially modify any of the provisions
of this  Lease  and has no  material  adverse  effect  upon  Tenant's  continued
occupancy of the Premises.

12.   CONDEMNATION

      If all or a part of the  Premises is taken by virtue of eminent  domain or
other  similar  proceeding,  or are conveyed in lieu of such taking,  this Lease
shall expire on the date when title or right of possession  shall vest,  and any
Rent paid for any period beyond said date shall be repaid to Tenant. If all or a
part of the  Property  other  than the  Premises  is taken by virtue of  eminent
domain  or other  similar  proceeding,  or is  conveyed  in lieu of such  taking
rendering  the remaining  part of the Property not subject to such  condemnation
shall be substantially  and adversely  affected thereby,  then Landlord,  in its
sole  discretion  may terminate  this Lease.  If there is a partial taking where
this Lease is not  terminated,  the Rent shall be adjusted in  proportion to the
Rentable  Square Footage of the Premises  taken, as determined by the Landlord's
architect or engineer.  In any event.  Landlord shall be entitled to, and Tenant
shali  not  have  any  right  to  claim,  any  award  made  in any  condemnation
proceeding,  action or ruling relating to the Property; provided however, in the
event of a termination of this Lease Tenant shall be entitled to make a separate
claim in any condemnation proceeding,  action or ruling relating to the Property
for Tenant's moving expenses and the unamortized value of leasehold improvements
in the Premises actually paid for by Tenant without contribution by Landlord, to
the extent such claim does not in any manner  impact  upon or reduce  Landlord's
claim or award in such eminent  domain  proceeding,  action or ruling and Tenant
shall  likewise  have no claim  against  Landlord for the value of any unexpired
portion of tills Lease.

      (a)   Landlord shall have, in Landlord's  sole  discretion,  the option of
terminating this Lease if any such condemnation,  action or ruling or conveyance
in  lieu  thereof  makes   continuation   of  Landlord's  use  of  the  Property
economically unfeasible,  and the Landlord shall be entitled to the entire award
as above provided, and in such case. Tenant shall likewise have no claim against
Landlord for the value of any unexpired portion of this Lease.

13.   INSPECTIONS

      Landlord, its agents, employees, contractors and subcontractors, may enter
the  Premises at  reasonable  hours to (a) exhibit the  Premises to  prospective
purchasers or tenants of the Premises or the Building;  (b) inspect the Premises
to see that Tenant is complying  with its  obligations  hereunder;  and (c) make
repairs or alterations (I) required of Landlord under the terms hereof;  (ii) to
any  adjoining  space  in the  Building;  or (ii{) to any  systems  serving  the
Building  which run  through  the  Premises;  and (d) to perform  any and all of
Landlord's obligations under this Lease, or any other lease, where entry to such
Premises  is  reasonably  required  for such  performance.  In  addition  to the
foregoing.  Landlord, its agents, employees,  contractors and/or sub-contractors
may enter the Premises at any time if an emergency requires such entry. Any such
<?atry  shall not  constitute  an eviction of Tenant or be deemed as  disturbing
Tenant's  quiet  enjoyment of the Premises and no abatement of rent shall result
because of such entry and/or performance.  Landlord shall be allowed to take all


                                       14


<PAGE>


material
into and upon the Premises that may be required therefor
without the same constituting an eviction of Tenant in whole or in part; and the
Base Rental and Additional Rent reserved shall in no way abate while said
decorations, repairs, alterations, improvements or additions are being made- If
Tenant shall not be personally present to open and permit an entry into the
Premises, at any time, when for any reason an entry therein shall be necessary
or permissible, Landlord or Landlord's agents may enter the same by a pass key,
or when for any reason an entry therein shall be necessary and entry by pass key
is not possible, may forcibly enter the same, without rendering Landlord or such
agents liable therefor (if during such entry Landlord or such agents shall
accord reasonable care to Tenant's property), and without in any manner
affecting the obligations and covenants of this Lease. All entries shall, where
possible, be performed at such times and in such fashion so as not to
unreasonably interfere with the conduct and operation of Tenant's business.
Nothing herein contained, however, shall be deemed or construed to impose upon
Landlord any obligation, responsibility or liability whatsoever, for the care,
supervision or repair of the Premises or Building other than as herein provided.

14.   SUBORDINATION

      (a)   This Lease shall be subject and  subordinate to any underlying  land
leases or deeds to secure debt which may now or hereafter affect this Lease, the
Building or the Property and also to al I renewals,  modifications,  extensions,
consolidations,  and  replacements of such underlying land leases and such deeds
to secure debt. This clause shall be self operative and no further instrument of
subordination  shall be required  to make the  interest of any deed to secure or
any holder then  superior to the  interests  of tenant  hereunder.  However,  in
confirmation of the subordination set forth in this Section 14, Tenant shall, at
Landlord's  request,  execute and deliver  such  further  instruments  as may be
desired by the holder(s) of the deed(s) to secure debt (a "Mortgagee") or by any
lessor under any such  underlying  land leases,  Notwithstanding  the foregoing.
Landlord or such  Mortgagee  shall have the right to  subordinate or cause to be
subordinated, in whole or in part, any such underlying land leases or deed(s) to
secure  debt to this Lease (but not in respect to  priority  of  entitlement  of
insurance  or  condemnation  proceeds).  If any such  underlying  land leases or
deed(s) to secure debt  terminates  for any reason or any such deed(s) to secure
debt is  foreclosed  or a  conveyance  in lieu of  foreclosure  is made  for any
reason. Tenant shall, notwithstanding any subordination, deliver to Mortgagee or
the  Landlord  within  ten (10)  days of  written  request a  subordination  and
attornment  agreement in the form as may be required by, and  acceptable  in all
respect  to,  the  lessor of any  underlying  ground  lease or any  mortgage  as
applicable,  providing  that such Tenant  shall  continue to abide by and comply
with the terms and conditions of this Lease. Further,  Tenant shall not make any
claim of Landlord  under this Lease without giving  simultaneous  notice of such
claim to Mortgagee, and providing Mortgagee a reasonable period of time for cure
of the same after Mortgagee has received such notice and taken possession of the
Property.

      (b)   If any  proceedings  are brought for the  foreclosure  of, or in the
event of  exercise  of the power of sale or  conveyance  in lieu of  foreclosure
under any deed to secure debt.  Tenant shall at the option of the  purchaser at:
such  foreclosure  or other sale,  attorn to such  purchaser and recognize  such
person as Landlord  under this Lease.  Tenant agrees that me  institution of any
suit,  action  or other  proceeding  by a  Mortgagee  or a sale of the  Property
pursuant  to the powers  granted to a Mortgagee  under its deed to secure  debt,
shall not, by operation of law or otherwise,  result in the  cancellation or the
termination of this Lease or of the obligations of the Tenant hereunder.

      (c)   If such  purchaser  requests and accepts such  attornment,  from and
after the time of such  attornment.  Tenant shall have the same remedies against
sucli  purchaser  for the breach of an  agreement  contained  in this Lease that
Tenant  might have had against  Landlord if the deed to secure debt had not been
terminated or foreclosed, except that such purchaser shall not be (I) liable for
any act or  omission  of the prior  Landlord;  (ii)  subject  to any  offsets or
defenses which Tenant might have against the prior Landlord;  (iii) bound by any
Rent or security  deposit  which  Tenant  might have paid in advance to me prior
Landlord;  (iv)  obligated to cure any default of any prior  Landlord  under the
Lease  that  occurred  prior to the time that such  purchaser  succeeded  to the
interest  of  Landlord  m the  Property;  or  (v)  bound  by  any  amendment  or
modification  of the Lease  made  without  the  prior  written  consent  of such
purchaser.

      (d)   As used in this Section 14, the term  "deed(s) to secure debt" shall
also include mortgage(s) and deed(s) of trust.


                                       15


<PAGE>



15.   INDEMNIFICATION AND HOLD HARMLESS

         (a) Tenant hereby indemnifies and holds harmless Landlord from and
against any injury, expense, damage, liability or claim, imposed on Landlord by
any person any claims for injuries to the person or property or of any other
person in or about the Building if such injury, expense, damage, liability or
claim results either directly from the act, omission, negligence, misconduct or
breach of any provisions of this Lease by Tenant, the agents, servants, or
employees of Tenant. Tenant further agrees to reimburse Landlord for any costs
or expenses, including, but not limited to, court coats and reasonable
attorney's fees, which Landlord may incur in investigating, handling or
litigating any such claim.

         (b) Tenant shall report in writing to Landlord any defective condition
in or about the Premises known to Tenant, and further agrees to attempt to
contact Landlord immediately in such instance.

16.   TENANT'S INSURANCE

      Tenant  shall carry (at its sole  expense  during the Term):  (I) fire and
extended coverage insurance  insuring Tenant's  improvements to the Premises and
any and all furniture,  equipment,  supplies, contents and other property owned,
leased,  held or  possessed  by Tenant and  contained  therein,  such  insurance
coverage to be equal to the fair market value of such improvements and property,
as such may increase  from time to time;  (ii) worker's  compensation  insurance
required  by the  State of  Florida;  and  (iii)  commercial  general  liability
coverage  on an  occurrence  basis for injury to or death of a person or persons
and for damage to property  occasioned by or arising out of the condition,  use,
or occupancy  of the  Premises,  or other  portions of the  Property,  including
contractual   liability  and  such  other  coverages  and  endorsements  as  are
reasonably required by Landlord,  such policy to have a combined single limit of
not less than One Million and No/100 Dollars ($ l,000,000) for any bodily injury
or property  damage  occurring  as a result of or in  connection  with me above.
Landlord  and  Landlord's  property  manager,  and  their  respective  partners,
officers,  shareholders,  policyholders,  employees,  attorneys and agents,  and
employees shall be named additional  insureds on the policies required hereunder
and such policies shall provide that the coverage  thereunder is primary to, and
not contributing with, any policy carried by any such additional insured.

      Tenant  shall have  included  in all  policies of  insurance  respectively
obtained by it with  respect to the Property or Premises a waiver by the insurer
of all right of subrogation  against the Landlord in connection with any loss or
damage thereby insured against, and Landlord shall have included in all property
insurance  policies  required to be  maintained  by Landlord  under this Lease a
waiver  by the  insurer  of all  right of  subrogation  against  the  Tenant  in
connection with any loss or damage thereby insured  against.  To the full extent
permitted by law. Landlord as to its property  insurance  policies and Tenant as
to all its  policies,  each waives all right of recovery  against the other for,
and agrees to release the other from liability For, loss or damage to the extent
such loss or  damage  results  from a cause  covered  by valid  and  collectible
insurance in effect at the time of such loss or damage;  provided however,  that
the  foregoing  release  by each  party is  conditioned  upon the other  party's
carrying  insurance with the above described waiver of subrogation to the extent
required  above,  and if such  coverage is not obtained or  maintained by cither
party,  then the other party's foregoing release shall be deemed to be rescinded
until such waiver is cither obtained or reinstated.

      All said insurance policies shall be carried with companies licensed to do
business in the State of Florida  reasonably  satisfactory  to Landlord having a
Best's Rating of A XII or better and shall be  noncancellable  and  nonamendable
except  after  thirty  (30) days'  written  notice to  Landlord.  At  Landlord's
request,  duly executed  certificates  of such  insurance  shall be delivered to
Landlord prior to the  Commencement  Date and at least thirty (30) days prior to
the expiration of each respective policy term.  Landlord shall have the right to
periodically  review the coverages  required  hereunder and if Landlord deems it
reasonably  necessary to require additional coverage resulting from inflation or
from increases in jury verdicts or other economic conditions in the jurisdiction
where the Property is located.  Tenant  shall  obtain the coverage  requested by
Landlord.


                                       16


<PAGE>


17.   REMEDIES CUMULATIVE

The rights  given to  Landlord  and Tenant  herein are in addition to any rights
that may be given to  Landlord  or  Tenant  by any  statute  or under  law.  The
utilization  by a party  of any  remedy  Shall  not be  deemed  an  election  of
remedies, so as to preclude said party from utilizing other remedies at the same
time.

18.   ENTIRE AGREEMENT - NO WAIVER

      (a)   This Lease  contains the entire  agreement of the parties hereto and
no  representations,  inducements,  promises or  agreements,  oral or otherwise,
between the parties not embodied  herein  shall be of any force and effect.  The
failure of either party to insist in any instance on strict  performance  of any
covenant or condition hereof, or to exercise any option herein contained,  shall
not be construed as a waiver of such covenant,  condition or option in any other
instance.  This Lease (except for changes to "Rules" (as defined below) pursuant
to Section  28  hereof)  cannot be  changed  or  terminated  orally,  and can be
modified only in writing, executed by each party hereto. Tenant acknowledges and
agrees  that  Tenant has not relied upon any  statement,  representation,  prior
written promises, or prior oral promises,  agreements or warranties, except such
as are expressed herein.

      (b)   Failure  of  Landlord  to  declare  any  default   immediately  upon
occurrence thereof, or delay in taking any action in connection therewith, shall
not waive such  default,  but Landlord  shall have the right to declare any such
default  at any time and take  such  action  as might be  lawful  or  authorized
hereunder,  in law or in equity.  No waiver by  Landlord  of a default by Tenant
shall be implied,  and no express  waiver by Landlord  shall  affect any default
other than the default specified in such waiver,  and that only for the time and
extension therein stated.

19.   HOLDING OVER

      If Tenant  remains in  possession of me Premises  after  expiration of the
Term,  or  after  any  permitted  termination  of the  Lease by  Landlord,  with
Landlord's  acquiescence and without any written  agreement between the parties.
Tenant shall be a tenant at sufferance  and such tenancy shall be subject to all
the provisions  hereof,  except that the Monthly Rental for said holdover period
shall be double the  amount of Rent due in the last  month of the Term.  Nothing
herein shall be deemed to require Landlord to so acquiesce and any acquiescence,
if given,  can be terminated by Landlord,  at any time.  The  provisions of this
paragraph  do not  exclude  Landlord's  rights of re-entry or any other right or
remedies  provided or allowed hereunder and/or by law. There shall be no renewal
of this Lease by operation of law.  Nothing in this Paragraph shall be construed
as a consent by Landlord to the  possession  of the Premises by Tenant after die
expiration of the Term or any permitted termination of the Lease by Landlord.

20.   NOTICES

      (a)   Any  notice by either  party to the other  shall be valid only if in
writing  and shall be deemed to be duly  given  only if sent by  certified  mail
return receipt requested or by a reliable  overnight courier service,  addressed
(I) if to Tenant, at the Premises and (ii) if to Landlord, at Landlord's address
set forth  above or at such other  address  for  either  party as that party may
designate by notice in writing to the other.  Notice shall be deemed  given,  if
sent by certified  mail return receipt  requested,  three (3) days after deposit
with the United  States  Postal  Service.  In the event  transmittal  is made by
overnight courier service,  notice shall be deemed given the following  business
day after such notice was deposited with the overnight courier service,

      (b)   Tenant  hereby  appoints  as its  agent to  receive  service  of all
dispossessory or distraint proceedings, an employee of Tenant at the Premises at
the time of such service.

21.   HEIRS, SUCCESSORS, AND ASSIGNS - PARTIES

      (a)   The  provisions of this Lease shall bind and inure to the benefit of
Landlord   and  Tenant,   and  their   respective   successors,   heirs,   legal
representatives  and  permitted  assigns,  it  being  understood  that  the term
"Landlord" as used in this Lease means only the owner (or the ground lessee) for
the time being of the Building of which the Premises are a part,  so that in the
event o fany sale or sales of said Building (or of any lease thereof).  Landlord
named  herein  shall be and hereby is  entirely  released of all  covenants  and
obligations of Landlord  hereunder accruing  thereafter,  and it shall be deemed
without further  agreement that the purchaser,  or the new ground lessee, as the
case may be,  has  assumed  and  agreed to carry out any and all  covenants  and
obligations of Landlord hereunder during the period such party has possession of


                                       17


<PAGE>



the  Building.  Should the  Building be severed as to  ownership  by sale and/or
lease,  then the owner of the  Building or lessee of the  Building  that has the
right to lease  space in the  Building  to tenants  shall be deemed  "Landlord".
Tenant shall be bound to any such succeeding  party for performance by Tenant of
all the terms, covenants, and conditions of this Lease and agrees to execute any
attornment agreement not in conflict with the terms and provisions of this Lease
at the request of such party.

      (b)   The terms "Landlord" and "Tenant" and pronouns relating thereto,  as
used herein,  shall  include  male,  female,  singular and plural,  corporation,
partnership or individual, as may fit the particular parties,

22.   ATTORNEY'S FEES

      In the event of any law suit or court action  between  Landlord and Tenant
arising out of or under this Lease or the terms and  conditions  stated  herein,
the  prevailing  party in such law suit or court action shall be entitled to and
shall collect from the non-prevailing  party the reasonable  attorney's fees and
court costs  actually  incurred  by the  prevailing  party with  respect to said
lawsuit or court action.

23.   TIME OF THE ESSENCE

      It is understood and agreed between the parties hereto that time is of the
essence of all the terms, provisions, covenants and conditions of this Lease.

24.   NO ESTATE IN LAND

      Tenant has only a usufruct under this Lease,  not subject to levy or sale.
No estate shall pass out of Landlord by this Lease.

25.   SECURITY DEPOSIT

Subject to the following, paragraph. Tenant has this day deposited with Landlord
$125,000.00  as a  security  deposit  for the  performance  by Tenant of all the
terms,  covenants  and  conditions  of  this  Lease  upon  Tenant's  part  to be
performed. Unless required to do so by law, Landlord shall have no obligation to
segregate such security  deposit from any other funds of Landlord,  and interest
earned on such  security  deposit,  if any,  shall belong to Landlord,  Security
deposits  shall not be  considered  advance  payments  of Kent or a  measure  of
Landlord's  damages,  in the case of a default by Tenant.  The security  deposit
shall be returned to Tenant within thirty (30) days after the  Expiration  Date,
provided Tenant has fully performed its obligations hereunder. Regardless of any
permitted  assignment of this Lease by Tenant,  Landlord may return the security
deposit to the  original  Tenant in the  absence  of  evidence  satisfactory  to
Landlord of an  assignment  of the right to receive the security  deposit or the
balance  thereof,  'which shall satisfy in full Landlord's  obligation to return
the security  deposit.  Landlord  shall have the right to apply any part of said
security  deposit to cure any default of Tenant and if Landlord  does so. Tenant
shall upon demand  deposit with  Landlord the amount so applied so that Landlord
shall have the full security  deposit on deposit at all times during the Term of
this Lease.  The security  deposit shall not be assigned or encumbered by Tenant
without the prior written consent of Landlord and any such unapproved assignment
or encumbrance shall be void- Provided Tenant is not in default, with any of the
provisions  of  this  Lease  and  Tenant  complies  with  (i)  and  (ii) of this
paragraph.  Landlord  shall  promptly,  upon the first  aniversity of the Lease,
refund to Tenant,  a portion of the security deposit in the amount of $62,500,00
subject  to: (i) Tenant  delivering  to Landlord an  accompanying  statement  of
asset,  liabilities,  and  equity-  income  tax basis,  for the one year  period
proceeding  the  aniversity  date  of  the  Lease,  prepared  by an  independent
certified  public  accountant,  of good  standing  and in  accordance  with  the
Statements  on  Standards  For  Accounting  and  Review  Services  issued by the
American  Institute of Certified  Public  Accountants,  and (ii) such statements
represent that Tenant has a total net equity of not less the $250,000.  Upon the
second  aniversity of the Lease,  provided  Tenant is not in default with any of
the provisions of this Lease, Landlord shall promptly refund to Tenant a portion
of the  security  deposit in the amount of  $31,250.00,  subject  to: (i) Tenant
delivering  to Landlord an  accompanying  statement of asset,  liabilities,  and
equity- income tax basis, for the one year period proceeding the aniversity date
of the Lease,  prepared by an independent  certified public accountant,  of good
standing and in accordance  with the  Statements on Standards for Accounting and
Review   Services  issued  by  the  American   Institute  of  Certified   Public
Accountants,  and (ii) such  statements  represent  that  Tenant has a total net
equity  of not less the  $350,000.  There  after,  Tenant's  remaining  security


                                       18


<PAGE>



deposit in the amount of $31,250.00  shall remain with Landlord  thoughtout  the
remaining Term of this Lease.

      In the event of a sale of  Landlord's  interest  in the  Property  and the
Building,  Landlord shall have the right to transfer the cash security deposited
hereunder to the vendee,  lessee or  transferee,  without cost to Landlord,  and
Landlord shall thereupon be released by Tenant from all liability for the return
of such cash security or Letter of Credit. In such event,  Tenant agrees to look
solely to the new  landlord  for the return of said cash  security  It is agreed
that the provisions  hereof shall apply to every transfer or assignment  made of
said cash security Tenant  represents that its federal  taxpayer  identification
number is 59-3715435.

26.   COMPLETION OF THE PREMISES

         The Work Agreement sets forth, among other things. Landlord's and
Tenant's agreement regarding improvements if any, to be made to the Premises.
Any work required by Tenant as provided for in said Exhibit "D" shall be
performed within the provisions and according to all standards of said Exhibit
"D".

27.   PARKING AND ACCESS AREAS

      Landlord shall maintain  unreserved  parking facilities for the purpose of
accommodating Tenant, Tenant's invitees and employees,  and other tenants, their
invitees and employees,  subject to such limitations and conditions from time to
time imposed by Landlord and subject to  reservation  of certain  parking spaces
for particular  tenants.  Said parking shall be maintained on the Property or on
areas located in the vicinity of the Property. Said parking shall be provided in
quantities which are in accordance with the zoning regulations or variances then
in effect for the Property in which the Building is located. Parking regulations
for the Property are set forth on Exhibit "1" attached  hereto and  incorporated
into  and made a part of this  Lease.  Parking  is  available  on a  first-come,
first-served basis at a ratio of 4.9 per 1000 square feet leased.  Landlord will
provide two (2) covered  reserved  and three (3)  covered  non-reserved  parking
spaces for the Tenant within the allotted tenant parking allowance.

28.   RULES AND REGULATIONS

The Rules and  Regulations  (collectively  "Rules") set forth on Exhibit "C" arc
incorporated into and made a part of this Lease.  Landlord may from time to time
amend,  modify,  delete or add new and additional  reasonable Rules for the use,
operation,  safety,  cleanliness and care of the Premises and me Building.  Such
new or modified Rules shall be effective  upon notice thereof to Tenant.  Tenant
will cause its employees and agents, or any others permitted by Tenant to occupy
or enter the  Premises  to abide by the Rules at all times.  In the event of any
breach of any Rules and failure to cure as permitted  hereunder.  Landlord shall
have all  remedies  provided for in this Lease in the event of default by Tenant
and  shall,  in  addition,  have any  remedies  available  at law or in  equity,
including  but not  limited  to,  the right to enjoin  any  breach of the Rules.
Landlord shall not be responsible to Tenant for the  nonobservance  of the Rules
by any other tenant or person.  Tenant shall not be required to abide to any new
rule which would cause Tenant to incure any expense.

29.   RIGHT TO RELOCATE

Landlord  shall have the right at any time during the Term  hereof,  upon giving
Tenant not less than sixty (90) days prior written  notice,  to move and furnish
Tenant with space elsewhere in the Building of  approximately  the same size and
same quality as the Premises  (but not  necessarily  floor plan  lay-out) and to
remove and place Tenant in such space, all upon the effective date stated In the
notice  from  Landlord  to Tenant,  and upon such  effective  date stated in the
notice from Landlord lo Tenant,  and upon such  effective  date such  substitute
space shall be deemed to constitute the leased.  premises instead of and in lieu
of the Premises  ordinarily  demised to Tenant  hereunder.  Landlord  shall,  at
Landlord's expense, physically move the furniture, equipment and files of Tenant
then located in the original Premises to the substitute space, and shall pay the
costs of moving the  then-existing  telephone  equipment to the new location and
any other  reasonable  expense that Tenant can  reasonably  identify as a moving
expense,  including,  but not  limited to  stationary,  signs,  announcement  of
address  changes.  If Landlord moves Tenant to such new space, all of the terms,
covenants and conditions of this Lease shall remain in full force and effect and
be deemed  applicable to such new space,  and such new space shall thereafter be


                                       19


<PAGE>



deemed the  Premises as though  Landlord and Tenant had entered into ail express
amendment to this Lease with respect  thereto.  Anything  herein to the contrary
notwithstanding.  Landlord  shall not be liable for any loss of business or loss
of profits in connection with any move to such substitute space.

30.   LATE PAYMENTS - ACCORD AND SATISFACTION

         Any payment due of Tenant hereunder not received by Landlord within ten
(10) days of the date when due shall be assessed a five percent (5%) charge for
Landlord's administrative and other costs in processing and pursuing the payment
of such late payment, and shall be assessed an additional Five percent (5%)
charge for the aforesaid costs of Landlord for each month thereafter until paid
in full. No payment by Tenant or receipt by Landlord of a lesser amount than any
installment or payment of Rent then due shall be deemed to be other than on
account of the earliest stipulated Rent or other sums then due and payable under
this Lease; nor shall any endorsement or statements on any check or any letter
or other writing accompanying any check or payment be deemed an accord and
satisfaction. Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or other sums then due
under this Lease or pursue any other remedy provided in this Lease.

31.   ESTOPPEL CERTIFICATE

      At any  time.  Tenant  shall,  within  ten  (10)  days of the  request  by
Landlord,   execute,   acknowledge  and  deliver  to  Landlord,  any  Mortgagee,
prospective  Mortgagee  or any  prospective  purchaser  of the  Building and the
Property,  or both (as  designated  by  Landlord),  an Estoppel  Certificate  in
recordable  form,  or in such  other form which  Landlord  requires,  evidencing
whether or not (a) this Lease is in full  force and  effect;  (b) this Lease has
been amended in any way; (c) Tenant has accepted and is occupying  the Premises;
(d)  there  are any  existing  defaults  on the part of  Landlord  hereunder  or
defenses or offsets  against the  enforcement  of this Lease to the knowledge of
Tenant (specifying the nature of such defaults, defenses or offsets, if any) (e)
the date to which Rent and other amounts due hereunder,  if any, have been paid;
and (1) any such  other  information  reasonably  requested  by  Landlord.  Each
certificate  delivered  pursuant to this Paragraph may be relied on by Landlord,
any prospective purchaser or transferee of Landlord's interest hereunder, or any
Mortgagee or prospective Mortgagee.  Tenant irrevocably appoints Landlord as its
attorney-in-fact,  coupled with an interest,  to execute and deliver, for and in
the name of Tenant,  any document or instrument  provided for in this paragraph,
if Tenant fails to provide same in a timely manner.

32.   SEVERABILITY AND INTERPRETATION

      (a)   If any clause or  provision  of this Lease shall be deemed  illegal,
invalid or unenforceable under present or future laws effective during the Term,
the remainder of this Lease shall not be affected by such illegality, invalidity
or unenforceability,  and in lieu of each clause or provision of this Lease that
is  illegal,  invalid or  unenforceable,  there shall be added as a part of this
Lease a clause or  provision  as  similar in terms to such  illegal,  invalid or
unenforceable  clause or provision  as may be possible  and be legal,  valid and
enforceable.

      (b)   Should any provisions of this Lease require judicial interpretation,
it is agreed that the court  interpreting or construing the same shall not apply
a  presumption  that the terms of any  such,  provision  shall be more  strictly
construed  against one party or the other by reason of the rule of  construction
that a document is to be construed most strictly against the party who itself or
through  its agent  prepared  the same,  it being  agreed that the agents of all
parties hereto have participated in the preparation of this Lease.

33.   MULTIPLE TENANTS

If more than one individual or entity comprises and constitutes Tenant, then all
individuals  and  entities  comprising  Tenant  are and  shall  be  jointly  and
severally  liable  for the due and proper  performance  of  Tenant's  duties and
obligations arising under or in connection with this Lease.

34.   FORCE MAJEURE

Notwithstanding  any provision in this Lease to the contrary,  Landlord shall be
excused  for the  period of any delay  and shall not be deemed in  default  with
respect to the  performance  of any of the terms,  covenants,  and conditions of


                                       20


<PAGE>


this Lease when  prevented  from so doing by causes beyond  Landlord's  control,
which shall  include,  but not be limited to, all labor  disputes,  governmental
regulations  or  controls,  fire or other  casualty,  inability  to  obtain  any
material or services, or acts of God.

35.   QUIET ENJOYMENT

         So long as Tenant is in full compliance with the terms and conditions
of this Lease, Landlord shall warrant and defend Tenant in the quiet enjoyment
and possession of the Premises during the Term against any and all claims made
by, through or under Landlord, subject to the terms of this Lease.

36.   BROKERAGE COMMISSION; INDEMNITY

CIMLINK REAL ESTATE SERVICES, L.C., (BROKER") HAS ACTED AS AGENT FOR LANDLORD IN
THIS TRANSACTION AND NO PARTY HAS ACTED AS AGENT FOR TENANT IN THIS TRANSACTION,
BROKER IS TO BE PAID A COMMISSION BY LANDLORD. Tenant warrants that there are no
other claims for broker's  commissions  or finder's fees in connection  with its
execution of this Lease.  Tenant hereby indemnifies  Landlord and holds Landlord
harmless from and against all claims, loss, cost, damage or expense,  including,
but not limited to, reasonable  attorney's fees actually incurred without regard
to any statutory  presumption and court costs,  incurred by Landlord as a result
of or in  conjunction  with a claim of any real estate agent or broker,  if made
by, through or under Tenant relative to this Lease.  Landlord hereby indemnifies
Tenant and holds Tenant harmless from and against all claims, loss, cost, damage
or expense,  including,  but not limited to, reasonable attorney's fees actually
incurred without regard to any statutory  presumption and court costs,  incurred
by Tenant as a result of or in conjunction with a claim of any real estate agent
or broker, if made by, through or under Landlord, relative to this Lease.

37.   EXCULPATION OF LANDLORD

      (a)   Notwithstanding  any  provision  in  this  Lease  to  the  contrary.
Landlord's  liability with respect to or arising from or in connection with this
Lease shall be limited  solely to Landlord's  interest in the Property.  None of
the partners of Landlord, any officer,  director,  principal,  member,  trustee,
policyholder,  shareholder,  attorney  nor  employee of Landlord  shall have any
personal liability whatsoever with respect to this Lease.

      (b)   Tenant  shall  look  solely  to the  equity of the  Landlord  in the
Property for me satisfaction of any money judgment to Tenant.  Such  exculpation
of liability shall be absolute and without exception whatsoever.

38.   ORIGINAL INSTRUMENT

      Any number of  counterparts  of this Lease may be executed,  and each such
counterpart shall be deemed to be an original instrument.

39.   APPLICABLE LAW

      This Lease has been made  under and shall be  construed,  interpreted  and
enforced under and in accordance with the laws of the State of Florida.

40.   NO RECORDATION OF LEASE

      Without the prior written consent of Landlord,  neither this Lease nor any
memorandum hereof shall be recorded or placed on public record.

41.   HAZARDOUS WASTES

      Neither Tenant,  its successors or assigns,  nor any permitted assignee or
sublessee, licensee or other person or entity acting by or through Tenant, shall
(either  with or without  negligence)  cause or permit the  escape,  disposal or
release of any "Hazardous  Substances,  or Materials" (as hereinafter  defined).
Tenant  shall not allow  the  storage  or use of such  Hazardous  Substances  or
Materials  in any  manner not  sanctioned  by law and by the  highest  standards
prevailing in the industry for the storage and use of such Hazardous  Substances
or  Materials,  nor allow to be brought into the  Building,  the Property or the


                                       21

<PAGE>


Premises any such  Hazardous  Substances or Materials  except (a) such Hazardous
Substances or Materials that may be necessary as part, of the performance of any
medical procedures within the (b) such Hazardous  Substances or Materials as are
used in the ordinary course of Tenant's business, relative to office copiers and
then only if such  Hazardous  Substances or Materials arc not prohibited by (and
are only in amounts  permitted by) law, after notice is given to Landlord of the
identity  of  such  Hazardous  Substances  or  Materials.   Any  such  Hazardous
Substances or Materials  may be brought into the Premises  pursuant to the terms
of this Lease shall be stored and disposed of in accordance  with all applicable
laws and such  compliance  shall be proven by  quarterly  reports  submitted  by
Tenant to Landlord detailing the same. Without limitation,  Hazardous Substances
or Materials shall include any  biologically or chemically  active substance and
any  waste,  substance  or  material  described  in  Section  101  (14)  of  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended  from  time to  time,  42  U.S.C.  Section  9601 et seq.,  the  Resource
Conservation  and Recovery Act, as amended from time to lime, 42 U.S.C.  Section
6901 et seq., any  applicable  state or local laws and the  regulations  adopted
under these acts, expressly including,  but not limited to any medical wastes or
other similar  biologically  active  substances.  If any lender or  governmental
agency shall ever require testing to ascertain whether or not there has been any
release of Hazardous Substances or Materials,  then the reasonable costs thereof
shall be reimbursed  by Tenant to Landlord upon demand as additional  charges if
such  requirement  applies to the Premises,  provided such hazardous  Substances
were  caused  by  Tenant,   In  addition.   Tenant  shall  execute   affidavits,
representations  and the like from time to time at Landlord's request concerning
Tenant's  best  knowledge  and  belief   regarding  the  presence  of  Hazardous
Substances or Materials on the Premises.,  Tenant  indemnifies and covenants and
agrees at its sole cost and  expense,  to  protect  and save  Landlord  harmless
against  and  from  any  and  all  damages,  losses,  liabilities,  obligations,
penalties, claims, litigation, demands, defenses, judgments, suits, proceedings,
costs, or expenses of any kind or of any nature  whatsoever  (including  without
limitation,  reasonable attorney's fees and expert's tees) which may at any time
be imposed upon,  incurred by or asserted or awarded  against  Landlord  arising
from or out of any Hazardous  Substances or Materials on, in, under or affecting
the Premises,  this as a result of any act or omission by Tenant, its successors
or assigns, or any permitted assignee,  permitted sublessee or licensee or other
person or entity acting at the direction with the consent of Tenant.  The within
covenants shall survive the expiration or earlier termination of the Lease Term.
Nothwithstanding  the above.  Tenant shall be liable for such  actionable  toxic
and/or hazardous waste conditions that are violative of federal,  state or local
environmental  laws on the  leased  premises  that  were  caused  by the acts or
negligence of the Tenant or its employees,  agents or contractors.  Tenant shall
not be  liable  for acts or  negligence  of  co-tenants  or  landlord  regarding
environmental law violations.

42. BANKRUPTCY

      (a)   The following  shall be events of bankruptcy  under this Lease:  (I)
Tenant's becoming  insolvent,  as that term is defined in Title 11 of the United
States  Code,  entitled  "Bankruptcy,  11  U.S.C.,  Sec.  101,  ct.  seq."  (the
"Bankruptcy Code"), or under applicable insolvency laws (the "Insolvency Laws");
(ii) the  appointment  of a receiver  or  custodian  for any or all of  Tenant's
property or assets,  if such  appointment  shall not be dismissed  within ninety
(90) days; or (iii) the filing of a voluntary  petition  under the provisions of
the Bankruptcy Code or the Insolvency Laws; or (iv) the filing of an involuntary
petition  under the provisions of the  Bankruptcy  Code or the Insolvency  Laws,
which is not dismissed within sixty (60) days of riling;  or (v) Tenant's making
or  consenting  to an  assignment  for the benefit of  creditors or a common law
composition of creditors.

      In the event of  Tenant's  bankruptcy,  Landlord  at its  option  may,  in
addition to all other rights and  remedies  provided in tills Lease at law or in
equity,  terminate this Lease by giving written notice to Tenant. If termination
of this Lease shall be stayed by order of any court having jurisdiction over any
bankruptcy  or  insolvency  proceeding  or by  federal or state  statute,  then,
following  the  expiration  of  any  such  stay,  or  if  Tenant  or  Tenant  as
debtor-in-possession  or the trustee  appointed  in any such  proceeding  (being
collectively referred to as "Tenant" only for the purposes of this Section 16.4)
shall fail to assume  Tenant's  obligations  under this Lease  within the period
prescribed  therefor by law or within fifteen (15) days after entry of the order
for relief or as may be allowed by the court, or if Tenant shall fail to provide
adequate  protection  of  Landlord's  right,  title and  interest  in and to the
Premises or adequate assurance of the complete and continuous future performance
of Tenant's  obligation under this Lease,  Landlord,  to the extent permitted by
law or by leave of me court having jurisdiction over such proceeding, shall have
the right, at its election, to terminate this Lease on fifteen (15) days' notice
to Tenant and upon the  expiration  of said  fifteen  (15) day period this Lease
shall  cease and expire as  aforesaid  and  Tenant  shall  immediately  quit and
surrender  the  Premises as  aforesaid.  Upon the  termination  of this Lease as
provided  above.  Landlord,  without  notice,  may  re-enter and  repossess  the


                                       22


<PAGE>


Premises  using such force for that  purpose as may be necessary  without  being
liable to indictment,  prosecution or damages therefor and may dispossess Tenant
by summary proceedings or otherwise.

      (b)   For the purposes of the preceding paragraph (a), adequate protection
of Landlord's  right,  title and interest in and to the  Premises,  and adequate
assurance  of  the  complete  and  continuous  future  performance  of  Tenant's
obligations under this Lease, shall include,  without limitation,  the following
requirements;

            (i)   that  Tenant  comply  with all of its  obligations  under this
Lease;

            (ii)  that  Tenant pay to  Landlord,  on the first day of each month
occurring  subsequent to the entry of such order,  or the effective date of such
stay, a sum equal to the amount by which the Premises diminished in value during
the immediately preceding monthly period, but, in no event, shall such amount be
less than the aggregate Rental payable for such monthly period;

            (iii) that  Tenant  continue  to use  the  Premises  in  the  manner
originally required by the Lease;

            (iv)  that  Landlord be permitted to supervise  the  performance  of
Tenant's obligations under this Lease;

            (v)   that Tenant pay to  Landlord  within  fifteen  (15) days after
entry of such  order or the  effective  date of such stay,  as partial  adequate
protection  against  future  diminution  in value of the  premises  and adequate
assurance  of  the  complete  and  continuous  future  performance  of  Tenant's
obligations  under  this  Lease,  an  additional  security  deposit in an amount
acceptable to Landlord;

            (vi)  that Tenant has and will continue to have unencumbered  assets
after the  payment of all secured  obligations  and  administrative  expenses to
assure  Landlord  that  sufficient  funds  will  be  available  to  fulfill  the
obligations of Tenant under this Lease;

            (vii) that if Tenant  assumes  this Lease and proposes to assign the
same (pursuant to Title 11 U-S.C. ss. 365, or as the same may be amended) to any
person  who shall have made a bona fide  offer to accept an  assignment  of this
Lease on terms  acceptable  to such court  having  competent  jurisdiction  over
Tenant's estate, then notice of such proposed assignment,  setting forth (x) the
name and address of such  person,  (y) all of the terms and  conditions  of such
offer,  and (z) the adequate  assurance  to be provided  Landlord to assure such
person's future performance under this Lease, including, without limitation, the
assurances  referred to in Title 11 U.S.C. ss.  365(b)(3),  as it maybe amended,
shall be given to  Landlord  by Tenant no later  than  fifteen  (15) days  after
receipt by Tenant of such offer, but in any event no later than thirty (30) days
prior to the date that Tenant shall make application to such court for authority
and approval to enter into such  assignment and  assumption,  and Landlord shall
thereupon  have the prior right and option,  to be exercised by notice to Tenant
given at any time prior to the effective  date of such proposed  assignment,  to
accept,  or to cause Landlord's  designee to accept, an assignment of this Lease
upon the same terms and  conditions and for the same  consideration,  if any, as
the bona fide offer made by such person less any brokerage commissions which may
be payable out of the consideration to be paid by such person for the assignment
of this Lease; and

            (viii)that if Tenant  assumes  this Lease and proposes to assign the
same, and Landlord does not exercise its option  pursuant to paragraph  (vii) of
this Section 16.4. Tenant hereby agrees that:

                  (A)   such  assignee  shall have a net worth not less that the
                  net  worth of  Tenant  as of the  Commencement  Date,  or such
                  Tenant's obligations under this Lease shall be unconditionally
                  guaranteed  by a person  having a net worth  equal to Tenant's
                  net worth as of the Commencement Date;

                  (B)   such assignee shall not use the Premises  except subject
                  to all the restrictions contained in tills Lease;

                  (C)   such assignee  shall assume in writing all of the terms,
                  covenants  and  conditions  of this Lease  including,  without
                  limitation,  all  of  such  terms,  covenants  and  conditions
                  respecting me Permitted Use and


                                       23


<PAGE>



                  payment of Rental,  and such assignee  shall provide  Landlord
                  with  assurances  satisfactory  to  Landlord  that  it has the
                  experience  in  operations  having  the same or  substantially
                  similar  uses a-s the  Permitted  Use, in  first-class  office
                  buildings,  sufficient  to  enable  it so lo  comply  with the
                  terms, covenants and conditions of this Lease and successfully
                  operate the Premises for the Permitted Use;

                  (D)   such assignee shall indemnify Landlord against,  and pay
                  to Landlord the amount of, any payments which may be obligated
                  to be made to any Mortgagee by virtue of such assignment;

                  (E)   such  assignee  shall pay to Landlord an amount equal to
                  the unamortized portion of any construction  allowance made to
                  Tenant; and

                  (F)   if such  assignee  makes any  payment to Tenant,  or for
                  Tenant's   account,   for  the  right  to  assume  this  Lease
                  (including,   without   limitation,   any  lamp  sum  payment,
                  installment  payment or payment in the nature of rent over and
                  above the Rental payable;  under this Lease), Tenant shall pay
                  over to Landlord one-half of any such payment, less any amount
                  paid to  Landlord  pursuant  to clause (E) above on account of
                  any construction allowance.

      As  a  material  inducement  to  Landlord  executing  this  Lease,  Tenant
acknowledges  and  agrees  that  Landlord  is  relying  upon  (I) the  financial
condition and specific operating experience of Tenant and Tenant's obligation to
use the Premises  specifically  in  accordance  with this Lease,  (ii)  Tenant's
timely  performance of all of its obligations  under this Lease  notwithstanding
the entry of an order for relief  under the  Bankruptcy  Code or the  Insolvency
Laws for Tenant and (iii) all defaults  under the Lease being cured promptly and
the Lease being assumed within 60 days of any order for relief entered under the
Bankruptcy Code or the Insolvency  Laws for Tenant,  or the Lease being rejected
within such 60-day period and the Premises surrendered to Landlord.

      Accordingly,  in consideration of the mutual,  covenants contained in this
Lease and for other good and valuable consideration. Tenant hereby agrees that:

            (i)   All  obligations  that accrue under this Lease  (including the
obligation  to pay rent),  from and after the date that a  petition  is filed or
other action is commenced  under the Bankruptcy  Code or the Insolvency Laws (an
"Action")  shall be timely  performed  exactly as provided in this Lease and any
failure to so perform shall be harmful and prejudicial to Landlord;

            (ii)  Any and all rents that  accrue from and after the date that an
Action is commenced  and that are not paid as required by this Lease  shall,  in
the amount of such rents,  constitute  administrative  expense claims  allowable
under the Bankruptcy Code with priority of payment at least equal to that of any
other actual and  necessary  expenses  incurred  after the  commencement  of the
Action;

            (iii) Any  extension  of the time  period  within  which  Tenant may
assume or reject the Lease without an obligation to cause all obligations  under
the Lease to be performed as and when  required  under me Lease shall be harmful
and prejudicial to Landlord;

            (iv)  Any time period  designated  as the period within which Tenant
must cure all defaults and  compensate  Landlord for all  pecuniary  losses that
extends  beyond  the  date of  assumption  of the  Lease  shall be  harmful  and
prejudicial to Landlord;

            (v)   Any  assignment  of the  Lease  must  result  in all terms and
conditions  of the Lease being  assumed by the assignee  without  alteration  or
amendment,  and any assignment that results in an amendment or alteration  ofthe
terms and  conditions  of the Lease  without  the  express  written  consent  of
Landlord shall be harmful and prejudicial to Landlord;

            (vi)  Any proposed assignment of the Lease to an assignee:  (1) that
will not use the Premises  specifically in accordance  with the Lease,  (2) that
does not possess  financial  condition,  operating  performance  and  experience
characteristics  equal to or  better  than the  financial  condition,  operating
performance  and experience of Tenant as of the date of this Lease,  or (3) that
does not provide  guarantors of the Lease  obligations with financial  condition
equal to or better than the  financial  condition of the original  guarantors of
the Lease as of the date of this  Lease,  shall be harmful  and  prejudicial  to
Landlord;


                                       24


<PAGE>


            (vii) The  rejection  (or  deemed  rejection)  of the  Lease for any
reason whatsoever shall constitute cause for immediate relief from the automatic
stay  provisions  of the  Bankruptcy  Code,  and  Tenant  stipulates  that  such
automatic stay shall be lifted  immediately  and possession of the Premises will
be delivered to Landlord immediately without the necessity of any further action
by Landlord.

      No provision of this Lease shall be deemed a waiver of  Landlord's  rights
or remedies under the Bankruptcy Code, the Insolvency Laws, or applicable law to
oppose any  assumption  and/or  assignment  of this  Lease,  to  require  timely
performance of Tenant's obligations under this Lease, or to regain possession of
the  Premises  as a result of the failure of Tenant to comply with the terms and
conditions of this Lease or the Bankruptcy Code.

      Notwithstanding  anything  in this  Lease  to the  contrary,  all  amounts
payable by Tenant lo or on behalf of Landlord  under this Lease,  whether or not
expressly  denominated  as such,  shall  constitute  "rent" for  purposes of the
Bankruptcy Code.

      For  purposes of this Section  addressing  the rights and  obligations  of
Landlord and Tenant in the event that an Action is commenced,  the term "Tenant"
shall include  Tenant's  successor in bankruptcy,  whether a trustee.  Tenant as
debtor in possession or other responsible person."

43.   SIGNS

      No sign of any type or description shall be erected,  placed or painted in
or about  the  Premises,  the  Building  or the  Property,  except  those  signs
submitted  to Landlord in writing,  and  approved by Landlord in writing,  which
signs shall be in conformance with Landlord's sign criteria  established for the
Building.

44.   CONTROL OF COMMON AREAS AND PARKING FACILITIES

      All automobile parking areas, driveways, entrances and exists thereto, and
other facilities  furnished by Landlord,  including all parking areas, truck way
or ways,  loading  areas,  pedestrian  walkways  and  ramps,  landscaped  areas,
stairways,  corridors, and other areas and improvements provided by Landlord for
the general use, in common (the "Common  Areas"),  of tenants,  their  officers,
agents,  employees,   servants,  invitees,  licensees,   visitors,  patrons  and
customers, shall be at all times subject to the exclusive control and management
of Landlord,  and Landlord shall have the right but not the obligation from time
to time to establish,  modify, and enforce reasonable rules and regulations with
respect to the Common Areas  (including,  without  limitation.  Exhibit "H")^ to
police same, from time to time; (it being  expressly  understood that such right
of Landlord  shall in no event be  construed to create any  affirmative  duty or
obligation  on the part of Landlord to police or provide  security or protection
or give  rise to any  liability  of  Landlord  in the  event of a third  party's
criminal act); to change the area, level and location and arrangement of parking
areas and other facilities  hereinabove referred to; to restrict parking by, and
enforce parking charges (by operation of meters or otherwise) to tenants,  their
officers, agents, invitees, employees,  servants, licensees,  visitors, patrons,
and  customers;  to close all or any portion of said areas or facilities to such
extent as may, in the opinion of the Landlord's  counsel,  be legally sufficient
to prevent a  dedication  thereof or the  accrual of any rights to any person of
the public therein; to close temporarily all or any portion of the Common Areas;
to  discourage  non-tenant  parking;  to charge a fee for  visitors and customer
parking;  and to do and  perform  such  other  acts  in and to  said  areas  and
improvements  as, in the sole  judgment of Landlord,  shall be advisable  with a
view to the  improvement  of me  convenience  and use thereof by tenants,  their
officers, agents, employees,  servants,  invitees,  visitors, patrons, licensees
and  customers.  Landlord  will  operate and maintain the Common Areas in such a
reasonable  manner  as  Landlord  shall  determine  from  time to time.  Without
limiting the scope of such  discretion.  Landlord  shall have the full right and
authority  but  not  the  obligation  to  designate  a  manager  of the  parking
facilities or Common Areas or other facilities, who shall have full authority to
make and  enforce  rules and  regulations  regarding  the use of the same and to
employ  all  personnel  and to make and  enforce  all Rules  pertaining  to, and
necessary for, the proper  operation and maintenance of the parking areas or the
Common  Areas.  Tenant  shall comply (and shall  require all persons  within its
control to comply) with such Rules, upon notice of same.

45.   NO SMOKING
                                       25


<PAGE>


      Tenant  acknowledges  that  "smoking"  is  prohibited  in all areas of the
Premises, the Building (including common areas and all grounds) and the Property
except in areas, if any, outside the Building (and outside any other building at
the Property) that are designated by Landlord a-s  "Designated  Smoking  Areas".
Landlord shall have the right,  but not the obligation,  to designate an area or
areas outside buildings at the Property as "Designated Smoking Areas".  Landlord
shall have the right  from lime to time to change  and or limit such  Designated
Smoking Areas and to enact future rules and  regulations  concerning  smoking in
such Designated Smoking Areas, including the right in Landlord's discretion,  to
prohibit  smoking  in the  Designated  Smoking  Areas or the right lio refuse to
designate Designated Smoking Areas. Tenant agrees to comply in all respects with
Landlord's  prohibition  and  regulation  of smoking  and to enforce  compliance
against its employees,  agents, invitees and other persons under the control and
supervision of Tenant on Premises,  the Building and the Property. Any violation
of this  provision  shall be a default  under  this  Lease and in  addition  and
without limiting  Landlord's rights and remedies in consequence of such default,
entitle  Landlord to assess a monetary fine against Tenant for each violation of
this  Section in the amount of S25.00.  For  purposes  hereof,  "smoking"  means
inhaling,  exhaling,  burning or carrying any lighted cigar, cigarette,  pipe or
other  smoking  equipment  or  device  in any  manner  or form.  Notwithstanding
anything  in this  Lease to the  contrary,  no  liability  shall  attach  to the
Landlord for any failure to enforce this  provision  (or similar  provisions  in
other leases).

46.   PRIOR OCCUPANCY

      If Tenant,  with Landlord's consent shall occupy the Premises prior to the
beginning of the Term  specified  in Section 2 hereof,  all  provisions  of this
Lease shall be in full force and effect commencing upon such occupancy, and rent
for such period shall be paid by Tenant at the same rate herein specified.

47.   INTENTIONALLY DELETED

48.   LEASE BINDING UPON DELIVERY

      This Lease  shall not be binding  until and unless all  parties  have duly
executed  said  Lease and a fully  executed  counterpart  of said Lease has been
delivered to Tenant.

49-   SPECIAL STIPULATIONS

      The special  stipulations  attached  hereto on Exhibit "F" and made a part
hereof,  if  any,  shall  control  if in  conflict  -with  any of the  foregoing
provisions of this Lease.  If no such special  stipulations  are attached,  none
shall be deemed to apply.

50.   HEADINGS

      The headings in this Lease are included for convenience only and shall not
be taken into consideration in any construction or interpretation of any part of
this Lease.

51.   SURRENDER OF LEASE NOT MERGER

The  voluntary  or  other  surrender  of  this  Lease  by  Tenant,  or a  mutual
cancellation hereof, shall not work a merger and may, at the option of Landlord,
terminate al.1 or any existing subleases or subtenants, or may, at the option of
Landlord,  operate as an assignment to Landlord of any or all such  subleases or
subtenants.

52.   MORTGAGEE PROTECTION

      If there is a default by Landlord  under this Lease,  Tenant  covenants to
give notice by  certified  mail,  return  receipt  requested  to, in addition to
Landlord,  any grantee of a deed to secure debt, mortgagee under a mortgage,  or
beneficiary under a deed of trust encumbering the Premises,  whose address shall
have been furnished it, and shall offer such grantee,  mortgagee or beneficiary,
a  reasonable  opportunity  to  cure  the  default,  including  time  to  obtain
possession  of the  Premises by power of sale or judicial  foreclosure,  if such
should prove necessary to effect a cure,

53.   INTERFERENCE
                                       26


<PAGE>



      Landlord shall have no liability to Tenant nor shall Tenant have any right
to terminate  this Lease or claim any offset  against or redaction in any sum to
be paid hereunder because of interference  with, or impairment to any extent, of
light,  air,  visibility,  or view, or because of damage or inconvenience due to
noise,  vibration or Other matters resulting from the excavation,  construction,
repair or addition of or to,  buildings  adjacent  to or near the  Building.  No
easement of light or air is granted in this Lease or otherwise.

54.   NO PARTNERSHIPS

      Landlord  shall not by the  execution  of this Lease in any way or for any
purpose  become a partner of Tenant in the conduct of its business or otherwise,
or joint venturer or a member of a joint enterprise with the Tenant.

55.   ADA

      Tenant shall be responsible  for compliance with Title III of the American
with Disabilities Act of 1990 ("ADA") within the leased Premises- Landlord shall
be responsible  for compliance  with Title III of the ADA relative to the Common
Areas within the remainder of the Building.

56.   USE OF PRONOUN, RELATIONSHIP

      The use of the  neuter  singular  pronoun to refer to  Landlord  or Tenant
shall be deemed a proper  reference  even  though  Landlord  or Tenant may be an
individual,  a  partnership,  a  corporation,  a trust or a group of two or more
individuals or corporations.  The necessary grammatical changes required to make
the  provisions  of this Lease apply in the plural sense when there is more than
one Tenant and to either corporations,  trusts, associations,  partnerships,  or
individuals,  males or females,  shall in all  instances be assumed as though in
each case fully expressed.

57.   SURRENDER

      No  surrender  of the  Premises,  or of the  remainder of the Term of this
Lease, shall be valid unless accepted in writing by Landlord.

58.   WAIVER OF JURY TRIAL

      TO THE EXTENT  PERMITTED  BY LAW,  IT IS  MUTUALLY  AGREED BY AND  BETWEBN
LANDLORD  AND TENANT  THAT THE  RESPECTIVE  PARTIES  HERETO  SHALL,  AND THEY DO
HEREBY,  WAIVE TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM  BROUGHT
BETWEEN THE PARTIES HERETO OR THEIR SUCCESSORS OR ASSIGNS ON ANY MATTERS ARISING
OUT OF, OR TN ANY WAY CONNECTED WITH, THIS LEASE,  THE  RELATIONSHIP OF LANDLORD
AND TENANT,  AND/OR  TENANT'S  USE OF, OR  OCCUPANCY  OF, THE  PREMISES.  TENANT
FURTHER AGREES THAT IT SHALL NOT INTERPOSE ANY  COUNTERCLAIM OR COUNTERCLAIMS IN
A SUMMARY  PROCEEDING  OR IN ANY ACTION  BASED UPON  NON-PAYMENT  OF RENT OR ANY
OTHER  PAYMENT  REQUIRED  BY TENANT  HEREUNDER.  THIS  WAIVER IS MADE FREELY AND
VOLUNTARILY,  WITHOUT  DURESS AND ONLY AFTER EACH OF THE PARTIES  HERETO HAS HAD
THE BENEFIT OF ADVICE FROM LEGAL COUNSEL ON THIS SUBJECT.

59.   NO THIRD PARTY BENEFICIARY

      This Agreement is only intended to benefit, and is only enforceable by and
against the  parties  hereto,  their  successors  and assigns and no  provisions
herein are intended to benefit or be  enforceable  by any persons not a party to
or successor or assign to any of the parties herein.

60.   FLORIDA SALES TAX

      All  rent,  additional  rent and  other  sums due to be paid by  Tenant to
Landlord  hereunder  shall be  accompanied  by  payment  of sales  and other tax
thereon to the  extent  then  required  by Florida  law.  Tenant may  provide to
Landlord a Certificate of Exemption,  which will be considered  compliance  with
tills provision.

61.   RADON GAS


                                       27


<PAGE>



      Pursuant  to Florida  law  (enacted  effective  as of  January  1,  1989),
Landlord 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."

62.   TENANT SHALL DISCHARGE ALL LIENS

      Nothing  contained  in this Lease shall be  construed  as a consent on the
part of the Landlord to subject the estate of the  Landlord to  liability  under
the Construction Lien Law of the State of Florida, it being expressly understood
that the  Landlord's  estate  shall not be  subject to such  liability.  Neither
Tenant nor  anyone  claiming  by,  through or under  Tenant,  including  but not
limited to, contractors,  subcontractors,  materialmen,  mechanics and laborers,
shad have any right to file or place any mechanics or materialmen's liens of any
kind whatsoever upon the Premises or  improvements  thereon,  any such liens are
hereby specifically prohibited. All parties with whom Tenant may deal are put on
notice that Tenant has no power to subject Landlord's interest to any mechanic's
or materialmen's lien of any kind or character,  and all such persons so dealing
with  Tenant  must look  solely to the  credit of Tenant  and not to  Landlord's
interest or assets.  Tenant shall strictly comply with the Construction Lien Law
of the State of Florida as set forth in Florida Statutes Section 713, including,
but not limited to, giving written notice to all persons performing  services or
furnishing  materials on its behalf of the terms and conditions of this Section.
Bi the event that a  Mechanic's  Claim of Lien is filed  against the property in
connection  with any work  performed by or on behalf of the Tenant  (except work
for which Landlord is responsible), the Tenant shall satisfy such claim or shall
transfer same to security,  within ten (10) days from the date of filing. In the
event that the Tenant  fails to satisfy or transfer  such claim  within said ten
(10) day period,  the Landlord may do so and  thereafter  charge the Tenant,  as
additional  rent,  all  costs  incurred  by  the  Landlord  in  connection  with
satisfaction or transfer of such claim,  including attorneys' fees. Further, the
Tenant  agrees to  indemnify,  defend and save the  Landlord  harmless  from and
against  any damage or loss  incurred  by the  Landlord  as a result of any such
Mechanic's  Claim of Lien,  If so  requested by the  Landlord,  the Tenant shall
execute a short form or memorandum of this Lease,  which may, in the  Landlord's
discretion be recorded in the Public  Records for the purpose of protecting  the
Landlord's  estate  from  Mechanics'  Claims of Lien,  aa  provided  in  Florida
Statutes Section 713.10. Landlord has the right to record the memorandum without
execution by Tenant in the event Tenant fails to execute the  memorandum  within
seven (7) days of request.  The security  deposit paid by the Tenant may be used
by the Landlord for the satisfaction or transfer of any Mechanics' Claim of"Lien
as provided in this Section,  This Section shall survive the termination of this
Lease.

63.   REPRESENTATIONS OF TENANT

      Tenant by its execution  hereof,  represents  and warrants to the Landlord
and its  successors  and assigns that as of the date hereof the Tenant is a duly
established  and validly  existing  L.L.C.  of the State of Florida and that the
individuals)  signing  this  Lease  on  behalf  of  Tenant  has/have  been  duly
authorized to do so and thereby bind Tenant.

64.   RIGHT OF FIRST OFFER

      Provided  Tenant has never been in default  under this  Lease,  during the
initial term only of this Lease,  Landlord hereby grants to the originally named
Tenant  herein a right of first offer (the "Right of First  Offer") with respect
to the space  located  on the first  (1s1)  floor of the  Building,  as shown on
Exhibit "I" attached to this Lease (the "First Offer  Space") upon the terms and
conditions set forth below.  Notwithstanding the foregoing,  such Right of First
Offer shall  commence only  following the  expiration or earlier  termination of
those currently existing leases (including renewals) of all, or any part, of the
First Offer Space,  and such Right of First Offer shall be, and is,  subordinate
to all rights of tenants (as well as all such parties' successors and/or assigns
and/or  transferees)  and/or any and all other parties as of the date this Lease
is fully executed (as well as all such parties' successors and/or assigns and/or
transferees) possessing all, or any part, of the First Offer Space and/or having
any  interest in all, or any part,  of the First  Offer Space  (individually  or
collectively the "Superior Right Holders"),  Tenant's Right of First Offer shall
be on the terms and conditions set forth as follows:

      A.    Procedure for Offer.  Landlord shall notify Tenant (the "First Offer
Notice") from time to time when the First Offer Space,  or any portion  thereof,
"becomes available for lease" (as defined below) to third parties, provided that


                                       28


<PAGE>



no Superior  Right Holder  wishes to lease,  or has any ongoing  right to lease,
such space.  Pursuant to such First Offer Notice,  Landlord shall offer to lease
to Tenant the then  available  First Offer  Space,  shall  describe the space so
offered to Tenant and shall set forth the  "First  Offer  Rent," as that term is
defined below, and the other material economic terms upon which Landlord, in its
sole  discretion,  is willing to lease such space to Tenant.  The term  "becomes
available  for lease" shall be deemed to mean any portion of that period of time
which is twelve (12)  months or sooner  from the date upon which the  applicable
portion of the First Offer Space which is the subject of such First Offer Notice
is then scheduled, or then anticipated by Landlord, to become vacant and free of
all tenancies  (regardless of whether such applicable First Offer Space actually
becomes  vacant and free of all  tenancies  within  such  twelve (12) month time
frame).

      B.    Procedure  for  Acceptance.  If Tenant  wishes to exercise  Tenant's
Right of First  Offer with  respect to the space  described  in the First  Offer
Notice (the  "Accepted  Space"),  then,  within five (5) days of delivery of the
First Offer Notice to Tenant,  time being of the essence.  Landlord must receive
written  notice  ("Tenant's  Acceptance  Notice") from Tenant  stating  Tenant's
intention  to exercise its Right of First Offer with respect to the entire space
described  in the First Offer  Notice on the terms  contained in the First Offer
Notice and this  Article.  If  Landlord  docs not so properly  receive  Tenant's
Acceptance  Notice  within such five (5) day period,  nine being of the essence,
then  Landlord  shall be free to lease the space  described  in the First  Offer
Notice to anyone to whom  Landlord  desires on any terms  Landlord  desires  and
Tenant shall no longer have any rights in or to such space and Tenant's Right of
First  Offer  shall   thereafter   be  forever   inapplicable   to  such  space.
Notwithstanding  anything to the contrary  contained  herein.  Tenant  expressly
acknowledges that. Tenant must elect to exercise its Right of First Offer, if at
all,  with  respect  to all of the space  offered by  Landlord  to Tenant at any
particular  time as set forth in the applicable  First Offer Notice,  and Tenant
may not elect to lease only a portion thereof.

      C.    First Offer Rent.  The Rent payable by Tenant for the Accepted Space
(the  "First  Offer  Rent")  shall be equal to the  greater  of (i) the same per
rentable  square foot rate at which "Rent" is payable by Tenant under this Lease
as of the "First Offer Commencement Date" (as that term is defined below), which
per rentable square foot Rent rate shall also include all applicable escalations
made or to be made  during the Term (but  expressly  excluding  all  abatements,
allowances  and  concessions),  or (ii) the face or  stated  rent (and all other
tenant  payments)  being quoted by Landlord per rentable  square foot (excluding
all abatements, allowances and concessions) for the lease of comparable space in
the  Building to be  occupied  as of tlic time of the First  Offer  Commencement
Date, including the initial year and all applicable  escalations being quoted by
Landlord in connection therewith.  Tenant expressly acknowledges that the "First
Offer Rent"  payable with respect to the Accepted  Space  includes Base Rent, as
well as also including all payments and  pass-throughs  for Additional  Rent for
all  other  items  payable  by  Tenant  under  this  Lease  (including,  without
limitation,  as such  items are  applicable  to,  and will he  applied  on a per
rentable  square  foot basis to,  the  Accepted  Space),  plus all other sums or
amounts as may be set forth in the applicable First Offer Notice.

      D.    Construction  In Accepted  Space.  Tenant  shall lease the  Accepted
Space  in its  "As  Is"  condition,  without  any  construction  or  improvement
allowance  whatsoever (as well as without any other  abatements or concessions),
and the construction of improvements in the Accepted Space shall comply with the
terms of Article 10 of this Lease.

      E.    Formal  Documentation/Commencement  Date. If Tenant timely exercises
Tenant's right to lease the First Offer Space as set forth herein.  Landlord and
Tenant shall  within  fifteen (15) days  thereafter  execute a formal  document,
acceptable  in all respects to Landlord,  for the Accepted  Space upon the terms
and  conditions as set forth in the First Offer Notice and this Article.  Tenant
shall commence  payment of the First Offer Rent for the Accepted Space,  and the
term of the  Accepted  Space  shall  commence  upon the date of  delivery of the
Accepted  Space to  Tenant  (the  "First  Offer  Commencement  Date")  and shall
terminate on the date set forth in the First Offer  Notice.  Except as otherwise
stated herein,  all other terms and conditions  contained in this Lease shall he
equally applicable to the Accepted Space,

      F.    Termination  of Right of First Offer.  The rights  contained in this
Article are  personal to the  originally  named Tenant  herein,  and may only be
exercised  by Tenant (and not any  assignee,  sublessee or other  transferee  of
Tenant's  interest in this Lease) if Tenant then  occupies the entire  Premises.
The Right of First Offer granted  herein shall  terminate as to that  particular
portion  of the  First  Offer  Space  upon the  failure  by  Tenant to timely or
properly  exercise  its Right of First Offer with respect to such portion of the


                                       29


<PAGE>


First Offer  Space as offered by  Landlord.  Tenant  shall not have the right 10
lease any First Offer Space, as provided in this Article,  if, a$ of the date of
the  attempted  exercise  of any Right of First  Offer by  Tenant,  or as of the
scheduled  date of delivery  of such First  Offer Space to Tenant,  Tenant is in
default  under this Lease or Tenant has  previously  been in default  under this
Lease.  Further,  notwithstanding  anything contained above, Tenant acknowledges
and agrees that Tenant shall have no rights whatsoever  pursuant to this Article
and that Tenant's  Right of First Offer shall not be effective at any time where
less than three (3) years remain in the initial term of this Lease.

65.   RENEWAL OPTION

A.    Provided  Tenant is not in default  under the Lease beyond any  applicable
      cure  period,  Tenant  will have the  option  (the  "Renewal  Option" ) of
      extending the term of the Lease for (1) additional term of (5) years (the"
      Renewal  Term")  at 100% of the  market  rent by  notifing  ( the  Renewal
      Notice")  Landlord in writing of its  Intention  to  exercise  the Renewal
      Option no later than six (6) months or 180 days prior to the expiration of
      the  original  term of the  Lease  (the  "Primary  Term"),  The  terms and
      conditions of the Renewal Term will be as follows:

      (i)   The Renewal  Term will  commence  (the  "Renewal  Term  Commencement
            Date") immediately upon the expiration of the Primary Term and shall
            expire at midnight on the last day of the sixtieth  (60th)  calendar
            month.

      (ii)  The annual Base Rent for the first twelve (12) months of the Renewal
            Term will be an amount  equal to the  "Market  Rate" (as  defined in
            paragraph  B below)  for the  Premises  for such  twelve  (12) month
            period,  and will increase on the first anniversary of such date, to
            reflect the increased  Market Rate (as defined in paragraph B below)
            for such period.

      (iii) Except as modified by this Section,  all provisions of, and payments
            under, the Lease will be equally applicable during the Renewal Term,
            except  that (a) there  will be no  further  Renewal  Option and (b)
            Tenant will not be entitled to any further  abatement,  allowance or
            other concession whatsoever.

B.    "Market Rate", for the purposes of this Article,  shall mean the amount of
      annual  Base  Rent a  tenant  in arms  length  transaction  would  pay for
      comparable space in the Building (excluding allowances, abatements and all
      other  concessions) for each twelve (12) month period occurring during the
      Renewal Term, or if no figures are available, then for comparable space in
      a similar  competitive area.  Nothwithstanding  the above,  however, in no
      event  shall the  "Market  Rate" for the first  twelve  (12) months of the
      Renewal Term (or for any subsequent twelve (12) month period) ever be less
      than the annual  Base Rent  payable  under this Lease for the last  twelve
      (12)  months  of the  Primary  Term,  and the  above  limitation  shall be
      applicable  whether  or not  Market  Rate Is  determined  with or  without
      resorting to the arbitration  procedure discussed in more detail below. In
      the event the Landlord and Tenant,  acting  reasonably  and in good faith,
      cannot mutually agree as to the "Market Rate",  for each twelve (12) month
      period  occurring  during  the  Renewal  Term  within  sixty  (60) days of
      Landlord's receipt of Renewal Notice, then, and in that event, the parties
      agree to submit  the  matter to  arbitration.  Such  arbitration  shall be
      conducted as follows;  Within ten (10) days of delivery of written  notice
      from either party to the other of its intention to arbitrate  this matter,
      each party shall select a licensed real estate appraiser,  duly qualified,
      licensed  within  the State of  Florida  for a minimum  of five (5) years,
      having at least five (5) years  experience  with respect to office leasing
      in the vicinity of the Building,  and  recognized as ethical and reputable
      within his or her field.  Such arbitrators shall meet and attempt to reach
      a mutual  agreement  as to .said  Market  Rate for each  twelve (12) month
      period  occurring  during their  Renewal Term (based upon the standard set
      forth in this  subparagraph  B above)  within  thirty  (30)  days of their
      appointment.  If the  arbitrators are unable to reach an agreement for any
      twelve (12) month period,  they shall select a third person who shall also
      be licensed in a similar  manner,  whereupon the  determination  of Market
      Rent  for  such  period  shall be  resolved  by using  the mean of the two
      closest rental rate  determinations  for the period.  In arriving at their
      individual  determinations of "Market Rent", each arbitrator must consider
      the standards set forth above- The decisions of the  arbitrators  shall be
      binding,  the  expense of the  arbitrator  selected by each party shall be
      borne by the parties  selecting same. The cost of the third  arbitrator if
      needed, shall be split equally between the two parties.


                                       30


<PAGE>


IN WITNESS  WHEREOF,  Landlord  and Tenant have caused this Lease to be executed
under seal, on the day and year first above written.

                                         "TENANT":
WITNESSES:                               NANOBACLABS. LLC

/s/ Kenneth Schriewer                    By:  /s/ Seth Slocum Jr.
                                              -------------------
Print Name:                              Print Name: Seth Slocum Jr.
                                                    ----------------
                                         Title: Pres  CEO
                                                ----------
                                         Tenant Tax Identification Number:


                                         [Affix Corporate  Seal]
                                         Date Executed by Tenant: April 17, 2002
                                                                  --------------

Note: If Tenant is a corporation, two authorized corporate officers must execute
this Lease in their  appropriate  capacities for Tenant,  affixing the corporate
seal.

WITNESSES:
Print Name: /s/ Hans Kanath
          -----------------
Print Name: /s/ John Cl
          -----------------

"LANDLORD"

MLK- TAMPA ASSOCIATES, LLC
By: Alliance Commercial Holdings, I, LLC

By: Alliance Commercial Partners, LLC

By: /s/ Larry A. Lance          .
  -------------------------------
Print Name:  Larry A. Lance        .
          --------------------------
                  Its:  Member


Date Executed by Landlord: April 17, 2002
                           ---------------

                                       31


<PAGE>


                                   EXHIBIT "B"
                            LEGAL DESCRIPTION OF LAND
                              TAMPA MEDICAL TOWER.
                                Legal Description

All that certain plot,  piece or parcel of land  together with the  improvements
contained thereon lying and being in Tampa,  Hillsborough County,  Florida, more
particularly bounded and described as follows:

From the southwest  comer of the southeast  quarter of the southeast  quarter of
Section 3, Township 29 south, range 18 east, Hillsborough County,  Florida,, run
east 274.62  feet,  along the south  boundary of said  southeast  quarter of the
southeast  quarter;  thence north 40.00 feet to the Point of  Beginning;  thence
north 00 degrees 25 minutes 30 seconds  west,  200.00  feet;  thenco  east 40.26
feet;  thence north  329.03 feet;  thence north 66 degrees 14 minutes 00 seconds
east, 391.51 feet;  thence south 00 degrees;  36 minutes 00 seconds west; 686.85
feet; thence west 389.89 feet to Point of Beginning.

Folio Number: 106563.0000



                                       B-l


<PAGE>



                                   EXHIBIT "C"

                              RULES AND REGULATIONS

The following Rules and Regulations, hereby accepted by Tenant, are prescribed
by Landlord to enable Landlord to provide, maintain and operate, to the best of
Landlord's ability, orderly, clean and desirable Premises, Building, common
areas and parking facilities for the tenants therein at as economical a cost as
reasonably possible and in as efficient a manner as reasonably possible, to
assure security for the protection of tenants so far as reasonably possible, and
to regulate conduct in and use of said Premises, Building, common areas and
parking facilities in such manner as to minimize interference by others in the
proper use. of same by Tenant.

1.    No sign, picture, advertisement or notice shall be displayed by Tenant on
      any part of the Premises, or the Building unless the same is first
      approved by Landlord. Any such sign, picture, advertisement or notice
      approved by Landlord shall be painted or installed for Tenant by Landlord
      at Tenant's expense. No awnings, curtains, blinds, shades or screens shall
      be attached to or hung in, or used in connection with any window or door
      of the Premises without the prior consent of the Landlord, including
      approval by the Landlord of the quality, type, design, color and manner of
      attachment.

2.    Tenant  agrees that its use of  electrical  current shall never exceed the
      capacity of existing feeders, risers or wiring installation,

3.    The Tenant shall not do or permit to be done in or about the Premises,  or
      the Building  anything  which shall  increase the rate of insurance on the
      Building  or  obstruct or  interfere  with the rights of other  tenants of
      Landlord or annoy them in any way,  including,  but not limited to,  using
      any musical instrument;  making loud or unseemly noises; or singing, etc.;
      nor use the Premises for  sleeping,  lodging,  or cooking by any person at
      any time except with  permission of Landlord.  Tenant will be permitted to
      use for its own employees within the Premises a conventional coffee-maker.
      No vending  machines of any kind will be  installed,  permitted or used on
      any part of the Premises. No part of the Building or the Premises shall be
      used for gambling,  immoral or other unlawful  purposes.  No  intoxicating
      beverage  shall be sold in the  Building,  or the Premises  without  prior
      written  consent of the Landlord in its sole and absolute  discretion.  No
      area  outside of the  Premises  shall be used for storage  purposes at any
      time.

4.    No bicycles,  motorcycles or other  motorized  vehicles,  birds or animals
      (other  than  seeing  eye  dogs) of any kind  shall  be  brought  into the
      Premises  or the  Building.  All  vehicles  shall be parked  only in areas
      designated therefor by Landlord.

5.    The sidewalks,  entrances,  passages,  corridors,  halls,  elevators,  and
      stairways in me Premises or in the  Building  shall not be  obstructed  by
      Tenant or used for any  purposes  other  than  those  for which  same were
      intended as ingress  and egress.  No  windows,  floors or  skylights  that
      reflect or admit light into the Building shall be covered or obstructed by
      Tenant,  Toilets,  wash basins and sinks shall not be used for any purpose
      other  than  those  for  which  they were  constructed,  and no  sweeping,
      rubbish,  or other  obstructing  or  improper  substances  shall be thrown
      therein.  Any damage  resulting  to them,  or to heating  apparatus,  from
      misuse by Tenant or its employees, shall be borne by Tenant.

6.    Tenant  shall  not  install  any  antenna  or  aerial  wires  For radio or
      television equipment, or any Other type of equipment, inside or outside of
      the Building.

7.    Tenant, its officers,  agents, employees,  servants,  patrons,  customers,
      licensees,  invitees  and  visitors  shall  not  solicit  business  in the
      Building's parking areas or common areas of the Building, nor shall Tenant
      distribute any handbills or other advertising matter on automobiles parked
      in the common  areas of [lie  Building  including  but not  limited to the
      parking facility.

8.    Only one key for each  office in the  Premises  will be  furnished  Tenant
      without  charge.  No additional  lock,  latch or bolt of any kind shall be
      placed upon any door nor shall any  changes be made in  existing  locks or
      mechanisms  thereof without the prior written consent of Landlord.  At the
      termination  of the  Lease,  Tenant  shall  return  to  Landlord  all keys
      furnished to Tenant by Landlord,  or otherwise  procured by Tenant, and in
      the event of loss of any keys so  furnished.  Tenant shall pay to Landlord
      the cost thereof.


                                      C-l


<PAGE>


9.    Landlord shall have the right to prescribe the weight, position and manner
      of  installation  of heavy  articles  such as  safes,  machines  and other
      equipment  which  Tenant  may use in the  Premises,  No safes,  furniture,
      boxes,  large parcels or other kind of freight,  shall be taken to or from
      the  Premises  or allowed in any  elevator,  hall or  corridor at any time
      except by  permission  of and at times  allowed by Landlord.  Tenant shall
      make prior arrangements with Landlord for use of the Building elevator (if
      any) for the purpose of Iran  sporting such articles and such articles may
      be taken in or out of the  Building  only  between or during such hours as
      may be arranged with and designated by Landlord.  The persons  employed to
      move the same must be approved by  Landlord.  In no event shall any weight
      be placed  upon any floor by Tenant so as to exceed 50 pounds  per  square
      foot of floor space without prior written approval of Landlord.

10.   Tenant  shall  not  cause or  permit  any  gases,  liquids  or odors to be
      produced upon or permeate from the Premises and no flammable, combustible,
      explosive,  toxic or other hazardous fluid, chemical or substance shall be
      brought into the Building or the Premises.

11.   The  Building  shall  be open  to  Tenant,  its  employees,  and  business
      visitors, between the hours of 7:00 a.m. and 6:00 p.m., on all days except
      Saturdays, Sundays and holidays and on Saturdays between the hours of 7:00
      a.m. and 1:00 p.m. Landlord may implement a card access security system to
      control  access  during  other  times.  Landlord  shall not be liable  for
      excluding  any  person  from  the  Building  during  other  times,  or for
      admission  of any person to the  Building  at any lime,  or for damages or
      loss for theft resulting therefrom to any person, including Tenant.

12.   Unless  explicitly  permitted  by the Lease,  Tenant  shall not employ any
      person other than Landlord's  contractors and employees for the purpose of
      cleaning and taking care of the Premises.  Only persons  authorized by the
      Landlord  may furnish  ice,  drinking  water,  towels,  and other  similar
      services within the Building and only at hours and under regulations fixed
      by Landlord.

13.   Landlord will not be  responsible  for loss,  theft,  disappearance  of or
      damage to any  property,  equipment,  money or any article  taken from the
      Premises or the  Building,  or the common areas  regardless of how or when
      loss occurs.

14.   No  connection  shall be made to the  electric  wires  or gas or  electric
      fixtures, without the consent in writing on each occasion of Landlord. All
      glass,  locks  and  trimmings  in or upon the  doors  and  windows  of the
      Premises  shall be kept in good  condition  and repair.  Tenant  shall not
      injure,  overload or deface the Building, the woodwork or the walls of the
      Premises,  nor permit upon the  Premises any  noisome,  noxious,  noisy or
      offensive business.

15.   If Tenant requires  wiring for a bell or buzzer system,  such wiring shall
      be  done  by  the  electrician  of  the  Landlord  only,  and  no  outside
      electricians  shall  be  allowed  to do work of this  kind  unless  by the
      written  permission  of Landlord.  If telegraph or  telephonic  service is
      desired, the wiring for same shall be approved by Landlord,  and no boring
      or cutting for  'wiring  shall be done unless  approved by  Landlord.  The
      electric  current  shall not be used for power or heating  unless  written
      permission  to do so shall  first  have been  obtained  from  Landlord  in
      writing and at an agreed cost to Tenant,

16.   Tenant, its officers,  agents, servants and employees shall not permit the
      operation of any musical or sound  producing  instruments  or device which
      may be heard outside the Premises,  the Building,  or the common areas, or
      which may emanate  electrical  waves which will impair radio or television
      broadcasting or reception from or in the Building.

17.   Tenant shall give Landlord prompt notice of all accidents to or defects in
      (ie air conditioning equipment,  plumbing, electric systems or any part or
      appurtenance of the Premises.

18.   There  shall  not be used in any  space,  or in the  public  halls  of the
      Building either by Tenant or by jobbers hired by Tenant or by any delivery
      service  delivering  or receiving  packages,  any hand trucks except those
      equipped with rubber tires and side guards.


                                       C-2


<PAGE>


19.   The  work of  Landlord's  janitors  or  cleaning  personnel  shall  not be
      hindered by Tenant  after 5:30 p.m.  and such work may be done at any time
      when the  offices are  vacant.  The  windows,  doors and  fixtures  may be
      cleaned at any time.  Tenant  shall  provide  adequate  waste and  rubbish
      receptacles,  cabinets,  bookcases,  map cases, etc., necessary to prevent
      unreasonable  hardship to Landlord in discharging its obligation regarding
      cleaning  service,  In this  regard.  Tenant shall also empty all glasses,
      cups and other containers holding any type of liquid whatsoever.

20.   In the event  Tenant must  dispose of crates or boxes,  which will not fit
      into office wastepaper  baskets it will be the responsibility of Tenant to
      contact  Landlord to arrange for the  disposal of same.  In no event shall
      Tenant set such items in the public hallways or other areas of Building or
      the common areas.

21.   Tenant,  its  employees,  agents and invitees  shall  observe and obey alt
      parking and traffic regulations as imposed by Landlord.

22.   Canvassing,  peddling,  soliciting  and  distribution  of handbills or any
      other  written  materials  in  the  Building  and  the  common  areas  are
      prohibited and Tenant shall cooperate with Landlord to prevent the same.

23.   Landlord  shall  have me right to change the name of the  Building  and to
      change the street address of die Building,  provided that in the case of a
      change in the street address.  Landlord shall give Tenant not less than 90
      days'  prior  notice of the  change,  unless  the  change is  required  by
      governmental authority.

24.   Landlord may waive any one or more of these Rules and  Regulations for the
      benefit of any particular  tenant, but no such waiver by Landlord shall be
      construed as a waiver of such Rules and  Regulations in favor of any other
      tenant, nor prevent Landlord from thereafter  enforcing any such Rules and
      Regulations against any or all of me other tenants of the Building.

25.   These Rules and Regulations are supplemental to and shall not be construed
      to in any way modify or amend, in whole or in part, the terms,  covenants,
      agreements and conditions of the Lease.

26.   Landlord  reserves the right to make such other and  reasonable  Rules and
      Regulations  as in its  judgment  may from time to time be needed  for the
      safety, care and cleanliness of the Building and the common areas, and for
      the preservation of good order therein.

27.   Unless Tenant shall have obtained  Landlord's  prior written  consent,  no
      vending  machines of any kind will be installed,  permitted or used on any
      part of the Premises.  No part of said Building or Premises  shall be used
      for gambling, immoral or other unlawful purposes. No intoxicating beverage
      shall be sold in said Building or Premises  without prior written  consent
      of the Landlord. No area outside of the Premises shall be used for storage
      purposes at any time.


                                       C-3


<PAGE>



                                    EXHIBIT D
                                 WORK AGREEMENT

      In consideration of the mutual covenants and agreements  contained in this
Lease and in this  exhibit D. the  Landlord  and the Tenant do hereby  expressly
agree as follows:

      1.    Review of Tenant's Plans.  The review and approval of Tenant's Plans
by Landlord are solely for purposes of determining,  in Landlord's sole opinion,
whether or not Tenant's Plans are compatible with the function, design, capacity
and layout of the  mechanical,  structural,  electrical  and  plumbing  systems,
facilities and equipment  located in the Building.  Landlord shall not be liable
in any way whatsoever to the Tenant or to any other person for the  performance,
design or quality of Tenant's  Work,  for its failure to comply with  applicable
legal requirements or for me utility or functional aspects of Tenant's Work.


                                      D-l


<PAGE>



                              EXHIBIT D SCHEDULE 1
                               ESTOPPEL STATEMENT

R-E:  Lease Dated:   Amended:
      Landlord:      MLK- TAMPA ASSOCIATES, LLC
      Tenant:        NANOBACLABS, LLC
      Premises:      Suite 850

      As  Tenant  under  the  above-referenced  Lease,  the  undersigned  hereby
acknowledges for the benefit of MLK- Tampa  Associates,  LLC, which has acquired
the property in which the  Premises  are located,  the truth and accuracy of the
following statements pertaining to the Lease.

1.    Tenant has accepted,  is satisfied with, and is in full possession of said
Premises, including all improvements, additions and alterations thereto required
to be made by Landlord under the Lease.

2.    The Lease is in full force and effect,  and Tenant is paying tee full rent
stipulated in the Lease with no offsets, defenses or claims.

3.    Landlord  has not been and is not  presently  in default  under any of the
terms, covenants or provisions of the Lease.

4.    Landlord  has  complied  with  all  of  the  requirements  and  conditions
precedent  to the  Commencement  of the term of the  Lease as  specified  in the
Lease.

5.    The fixed annual base rent under the Lease is $___ and no monies have been
paid to  Landlord  in advance  of the due date set Forth in the Lease  described
above, except ____________________________________.

6.    The Lease is for a term of sixty (60) months expiring ________, and Tenant
has  been  in   occupancy   and  paying  rent  since  the  term   commenced   on
________________,

7.    No monetary or other  considerations,  including but not limited to rental
concessions by Landlord,  tenant improvements in excess of building standard, or
Landlord's assumption of prior lease obligations of Tenant, have been granted to
Tenant by Landlord for entering into the Lease, except ____________________.

8.    The Tenant has not been and is not  presently in default  under any of the
terms, covenants or provisions of the Lease.

9.    The Tenant has  delivered to Landlord a security  deposit in the amount of
$_________.

10.   Tenant   acknowledges  (a)  that  there  have  been  no  modifications  or
amendments  to the Lease other than herein  specifically  stated,  (b) it has no
notice of a prior assignment,  hypothecation or pledge of rents or of the Lease,
and (c)he Lease represents the entire agreement between Landlord and Tenant, (d)
no  prepayment  or  reduction  of  rent  and no  modification,  termination,  or
acceptance  of surrender  of the Lease will be valid as to Landlord  without the
consent of Landlord,  and (e) notice of the proposed  assignment  of  Landlord's
interest in the Lease may be given it by certified or  registered  mail,  return
receipt requested, at the Premises, or as otherwise directed below.


                                      D-2


<PAGE>



                                          TENANT:

                                          NANOBACLABS, LLC

                                          By:____________________________
                                          Title:_________________________
                                          Date:__________________________


(Address  to  which  notices  are to be  sent to  Tenant  if  other  than to the
Premises)

__________________________________

__________________________________

__________________________________


                                       D-3


<PAGE>



                              EXHIBIT D SCHEDULE 2

                         CERTIFICATE AS TO TERM OF LEASE

      WHEREAS,  MLK - TAMPA  ASSOCIATES,  L.LC,  a  Delaware  limited  liability
company  ("Landlord") and NANOBACLABS,  LLC ("Tenant") entered into that certain
Lease dated ___, 2002 (the "Lease"),

      WHEREAS, Landlord has delivered possession of the Premises pursuant to the
Lease;

      WHEREAS,  Landlord  and  Tenant  desire  to  confirm  the date  the  Lease
commences the date the Term expires,  the dates Base Rent is due during the Term
and the Base Year for purposes of the Lease.

      NOW, THEREFORE, Landlord and Tenant hereby agree as follows:

      1.    For all purposes of this Certificate, all terms used herein that are
defined in the Lease shall have the same meanings ascribed to them in the Lease.

      2.    The Term commenced on the ___ day of _____, 2002, and, unless sooner
terminated or extended as provided in the Lease, shall expire ___ day of_______,
200_., at 5:00 o'clock p.m.

      3.    Tenant  has  accepted  possession  of the  Premises,  including  all
improvements, additions and alterations to be made by Landlord under the Lease.

      4.    The first monthly  installment of Base Rental in accordance with the
Lease has been paid,  and each  monthly  installment  of Base Rental  thereafter
shall be due and payable on the first (1st) day of each month commencing _______
through and including _______, Accordingly, Base Rental shall be due and payable
in the  following  amounts in  accordance  with the Lease  through the following
dates:

DATE                                        MONTHLY INSTALLMENT AMOUNT
----                                        --------------------------

      5.    The Base Year for the Lease shall be the calendar year 2002.

      6.    Landlord and Tenant hereby ratify and affirm the Lease and agree the
Lease  remains in full force and effect in accordance  with its term,  provided,
however,  to the extent of any conflict between the Lease and this  Certificate,
this Lease Certificate shall control.


                                      D-4


<PAGE>



IN WITNESS WHEREOF,  Landlord and Tenant hereby execute this  Certificate  under
seal this ____ day of_____, 2002.



                                    "LANDLORD"

WITNESSES:                          MLK- TAMPA ASSOCIATES, LLC

                                    By: Alliance Commercial Holdings, I, LLC

                                    By: Alliance Commercial Partners, LLC

                                    By:_________________________________________

Print Name:_______________________  Print Name:_________________________________

Print Name:_______________________  Title:______________________________________


                                    Its:  Member

                                    "TENANT":

WITNESSES:                          NANOBACLABS, LLC

                                    By:_________________________________________

Print Name:_______________________  Print Name:_________________________________

                                    Title:______________________________________

Print Name:_______________________
                                    Tenant Tax Identification Number: 59-3715435

Note: If Tenant is a corporation, two authorized corporate officers must execute
this Certificate in their appropriate capacities for Tenant, affixing the
corporate seal.


                                       D-5


<PAGE>



                              EXHIBIT D SCHEDULE 3

                                PRELIMINARY PLAN







                                       D-6


<PAGE>



                                   EXHIBIT "E"

                           PROHIBITED USES 0F PREMISES

      Notwithstanding  anything  to the  contrary  contained  in the Lease,  the
Premises shall not be used for or as;

      (a)   a school or other school or instructional activities and purposes; a
church or other religious activities;  a trade association office or facility or
to promote any trade association  activities or similar purposes; a union office
or to promote  union  activities  or purposes;  government  owned or  affiliated
office or facility; any pornographic or prurient sex related activity or purpose
(such as, but not limited to, an escort or telephone sex service); or

      (b)   any  office  that,   by  its  nature,   shall   involve   operations
substantially  on a  round-the-clock,  24 hour  basis;  or  shall  constitute  a
material additional burden to the services of the Building as compared to normal
general office uses for standard building hours and holidays.


                                      E-l


<PAGE>



                                   EXHIBIT "F"

                              SPECIAL STIPULATIONS



                                      None




                                       F-1



<PAGE>



                                   EXHIBIT "G"

                           BUILDING STANDARD SERVICES

      Landlord  shall furnish the  following  services to Tenant during the Term
(the "Building Standard Services"):


      (a)   Hot and cold domestic water and common-use  restrooms and toilets at
locations provided for general use and as reasonably deemed by Landlord to be in
keeping with the first-class standards of the Building.

      (b)   Subject to curtailment as required by  governmental  laws,  rules or
mandatory regulations and subject to the design conditions hereinafter provided,
central heat and  air-conditioning  in season,  at such temperatures and in such
amounts  as  are  reasonably  deemed  by  Landlord  to be in  keeping  with  the
first-class  standards of the  Building.  In order to enable the heating and air
conditioning system to operate efficiently. Tenant agrees that it will not place
within the  Premises  more than one (1) person per 175 square  feet of  rentable
area. Such heating and air conditioning shall be furnished between 7:00 a.m. and
7:00 p.m. on weekdays (from Monday through  Friday,  inclusive) and between 8:00
a.m. and 1:00 p.m. on  Saturdays,  all  exclusive of Holidays,  as defined below
(the "Building Operating Hours").

      (c)   Electric  lighting  service for all public areas and special service
areas of the  Building  in the  manner and to the  extent  reasonably  denied by
Landlord to be in keeping with the first-class standards of the Building.

      (d)   Janitor service shall be provided five (5) days per week,  exclusive
of Holidays (as hereinbelow defined), in a manner that Landlord reasonably deems
to be consistent with the first-class standards of the Building.

      (e)   Security  services  for  the  Building  comparable  as to  coverage,
control and  responsiveness  (but not necessarily as to means for  accomplishing
same) to other similarly situated  multi-tenant  office buildings in the City of
Tampa,  Florida;  provided,  however.  Landlord shall have no  responsibility to
prevent, and shall not be liable to Tenant for, any liability or loss to Tenant,
its agents, employees and visitors arising out of losses due to theft, burglary,
or damage or injury to persons or property  caused by persons  gaining access to
the Premises,  and Tenant hereby  releases  Landlord from all liability for such
losses, damages or injury.

      (f)   Sufficient  electrical capacity to operate (I) incandescent  lights,
typewriters,  calculating machines,  photocopying machines and other machines of
the same low voltage electrical consumption (120 volts), provided that the total
rated  electrical  design load for said lighting and machines of low  electrical
voltage shall not exceed 1.25 watts per square Foot of rentable  area;  and (ii)
lighting, provided that the total rated electrical design load for said lighting
shall not exceed 1.40 watts per square  foot of  rentable  area (each such rated
electrical design load to be hereinafter  referred to as the "Building  Standard
rated electrical design load").

      Should  Tenant's  total rated  electrical  design load exceed the Building
Standard rated electrical design load for either low or high voltage  electrical
consumption,  or if  Tenant's  electrical  design  requires  low voltage or high
voltage circuits in excess of Tenant's share of the Building Standard  circuits.
Landlord  will (at  Tenant's  expense)  install  such  additional  circuits  and
associated  high  voltage  panels  and/or  additional  low  voltage  panels with
associated  transformers  shall be  hereinafter  referred to as the  "additional
electrical  equipment").  .If the additional  electrical  equipment is installed
because Tenant's low or high voltage rated electrical  design,  load exceeds the
applicable  Building  Standard rated  electrical  design load, men a meter shall
also be added (at Tenant's  expense) to measure the electricity used through the
additional electrical equipment.

      The design and installation of any additional electrical equipment (or any
related  meter)  required  by Tenant  shall be subject to the prior  approval of
Landlord  (which  approval  shall not be  unreasonably  withheld)  All  expenses
incurred  by  Landlord  in  connection  with  the  review  and  approval  of any
additional  electrical equipment shall also be reimbursed to Landlord by Tenant,
Tenant shall also pay on demand the actual metered cost of electricity  consumed
through the additional  electrical equipment (if applicable),  plus any expenses
incurred by Landlord in connection with the metering (.hereof.


                                      G-l


<PAGE>


      If any of Tenant's electrical equipment requires conditioned air in excess
of Building Standard air conditioning,  the same shall be installed by .Landlord
(on Tenant's behalf) and Tenant shall pay all design, installation, metering and
operating costs relating thereto.

      If Tenant  requires  that certain  areas  within  Tenant's  Premises  must
operate  in excess  of the  normal  Building  Operating  Hours  (as  hereinabove
defined),  the electrical  service to such areas shall lie separately  circuited
and metered (at  Tenant's  expense)  such that Tenant  shall be billed the costs
associated with electricity  consumed during hours other than Building Operating
Hours.

      (g)   All Building Standard  fluorescent bulb replacement in all areas and
all incandescent  bulb  replacement in public areas,  toilet and restroom areas,
and stairwells.

      (h)   Non-exclusive  elevator cab passenger service to the Premises during
Building  Operating Hours (as hereinabove  defined) and cab passenger service to
the floor(s) on which the Premises  are located  twenty-four  (24) hours per day
(all subject to temporary  cessation  for ordinary  repair and  maintenance  and
during  times  when life  safely  systems  override  normal  building  operating
systems).

      To the extent the services  described above require  electricity and water
supplied by public utilities,  Landlord's covenants thereunder shall only impose
on Landlord the obligation to use its reasonable efforts to cause the applicable
public  utilities to furnish  same.  Failure by Landlord to furnish the services
described herein, or any cessation thereof, shall not render Landlord liable for
damages to either person or property, not be construed as an eviction of Tenant,
nor work an  abatement  of rent,  nor  relieve  Tenant from  fulfillment  of any
covenant or agreement  hereof.  In addition to the foregoing,  should any of the
equipment or machinery,  for any cause, fail to operate,  or function  properly,
Tenant  shall  have no claim for  rebate of rent or  damages  on  account  of an
interruption in service  occasioned  thereby or resulting  therefrom;  provided,
however,  Landlord  agrees to use  reasonable  efforts to  promptly  repair said
equipment  or machinery  and to restore said  services  during  normal  business
hours.

      The following  dates shall  constitute  "Holidays" as that term is used in
tills  Lease:  New  Year's  Day,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day, Friday following  Thanksgiving Day,  Christmas,  and any other
holiday generally  recognized as such by landlords of office space in the Tampa,
Florida  market,  as determined by Landlord in good faith. If in the case of any
specific holiday mentioned in the preceding  sentence,  a different day shall be
observed than the respective day mentioned,  then that day which constitutes the
day  observed by  national  banks in Tampa,  Florida on account of said  holiday
shall constitute the Holiday under this Lease Agreement.


                                       G-2


<PAGE>



                                   EXHIBIT "H"

                        PARKING REGULATIONS FOR PROPERTY

      1.    Tenant  WILL  NOT  allow  its  employees  to  park  vehicles  in the
designated  "Reserved for Visitor Parking"  stalls.  There will be no parking in
any area of the Medical Tower other than those areas clearly  marked and defined
for parking.

      2.    To the extent  available.  Tenant  shall be issued  ________  garage
parking passes.

      3.    Tenant, its employees,  agents and invitees will be expected to park
their vehicles in an orderly manner within the marked stalls provided.

      4.    It is  recommended  that  vehicles be left with  "brakes  on;  doors
locked" condition at all times.

      5.    No vehicles will be allowed to park in any driveway or in any manner
which will interfere with the normal flow of traffic.

      6.    Vehicles parked illegally will be towed at the owner's expense.

      7.    Tenant  agrees  that it will  inform  all  its  employees  as to the
content of these regulations.

      8.    Landlord or Landlord's  agents and employees  shall not be liable to
and Tenant  hereby  waives  any and all claims for damage to person or  property
sustained by Tenant or any person  claiming  through Tenant  resulting .from any
accident or occurrence in and upon the parking area.

      9.    Landlord  shall be  entitled to change and collect a monthly sum (as
then determined solely by Landlord) for each parking space or parking pass.


<PAGE>

                            FIRST AMENDMENT TO LEASE

      THIS FIRST  AMENDMENT  TO LEASE (this  "First  Amendment")  is dated as of
September 1, 2002. The parties to this First Amendment are MLK-TAMPA  ASSOCIATES
LLC ("Landlord") and NANOBACLABS, LLC ("Tenant").


                                BACKGROUND FACTS

      A.    Landlord and Tenant  entered into that certain Lease  Agreement (the
"Lease") dated April 17, 2002, whereby Tenant leased certain property located on
a portion of the eighth (8th) floor and containing  approximately 5,593 rentable
square feet commonly  referred to as Suite 850 (the "Initially Leased Premises")
within an office  building  (the  "Building")  identified as and located at 2727
West Martin Luther King Jr. Boulevard within the "Tampa Medical Tower" in Tampa,
Florida.

      B.    Landlord and Tenant desire (i) to expand the  "Premises" (as defined
in the Lease) as of the "First  Expansion Space  Commencement  Date" (as defined
below) to include an additional 2,121 rentable square feet (the "First Expansion
Space"),  approximately,  located on the first (1st) floor  within the  Building
(which space is more  accurately  reflected  on Exhibit "A" attached  hereto and
made a part  hereof),  (ii) to extend the Term of the Lease with  respect to the
First  Expansion  Space  only  (but not with  respect  to the  Initially  Leased
Premises),  and (iii) to otherwise modify the Lease in accordance with the terms
and conditions set forth below.


                              TERMS AND CONDITIONS

      NOW,  THEREFORE,  in  consideration  of the sum of Ten and No/100  Dollars
($10.00) paid by Tenant to Landlord and the mutual covenants  contained  herein,
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged by both parties,  Landlord and Tenant agree as follows (with
capitalized terms not defined in this First Amendment having the same meaning as
set forth for such terms in the Original Lease):

      1.    Background  Facts.  The above  Background Pacts are true and correct
and are hereby incorporated by this reference as if set forth in their entirety.

      2.    Acknowledgments  and  Representations.  Tenant hereby  acknowledges,
agrees and confirms that, except as expressly set forth in this First Amendment:

            (i)   Landlord has complied with all of the terms and  conditions of
the Lease;

            (ii)  no  construction   obligations   remain  to  be  performed  by
Landlord;

            (iii) Tenant  has no right to any  credit,  claim,  cause of action,
offset or similar  charge  against  Landlord  or against  Base Rent or any other
charges due Landlord under the Lease;

            (iv)  Tenant  is  not  entitled  to  any  future  rental  abatement,
concession, credit, reduction or allowance whatsoever;

            (v)   except  for  this  First  Amendment,  the  Lease  has not been
modified in any respect;

            (vi)  as of the day  immediately  proceeding  the  execution of this
First Amendment,  the Premises consists of 5,593 rentable square feet located on
the eighth (8th) floor of the Building commonly referred to as Suite 850;

            (vii) as of  the  "First  Expansion  Space  Commencement  Date"  (as
defined below) and continuing until the currently  scheduled  expiration date of
the Lease on May 31, 2007 (the  "Current  Expiration  Date"),  the Premises will
automatically  be  deemed  expanded  to also  include  and  refer  to the  First
Expansion  Space (which  consists of 2,121  rentable  square feet located on the
first (1st) floor of the Building as discussed  above) so that the Premises will
then  include  a total of 7,714  rentable  square  feet  (and,  as of the  First
Expansion Space  Commencement  Date and continuing until the Current  Expiration
Date, all references in the Lease to the Premises shall, collectively,  refer to
the Initially  Leased  Premises and the First  Expansion  Space,  subject to any
applicable express renewal option); and

            (viii).subject to any applicable  express renewal option,  as of the
Current  Expiration  Date  and  continuing  until  the  "First  Expansion  Space
Expiration  Date" (as defined below),  the Premises will then  automatically  be
deemed to only include and refer to the First Expansion Space (which consists of
2,121 rentable square feet located on the first (1st) floor of the Building,  as
discussed above) and, as of the Current Expiration Date and continuing until the
First  Expansion  Space  Expiration  Date,  all  references  in the Lease to the
Premises shall then refer only to the First Expansion Space).


                                        1

<PAGE>



      3.    Inspection. Tenant acknowledges that it has made a full and complete
inspection of the First Expansion Space and is thoroughly familiar with the
condition thereof. Tenant shall accept possession and take occupancy of the
First Expansion Space on the First Expansion Space Commencement Date in its then
"As Is" condition, and the taking of occupancy or possession of the whole or any
part of the First Expansion Space by or on behalf of Tenant shall be conclusive
evidence, as against Tenant, that at the time such possession or occupancy was
so taken, Tenant accepted possession thereof and that the First Expansion Space
was in good and satisfactory condition.

      4.    First Expansion Space Commencement Date. The "First Expansion Space
Commencement Date" shall automatically be deemed to occur on September 1, 2002.

      5.    Term. Section l(c) of the Lease is hereby modified so that (i) the
"Expiration Date" of the Term of the Lease with respect to the Initially Leased
Premises only is reconfirmed to continue to occur at noon on the Current
Expiration Date (i.e., on May 31, 2007) and (ii) the Term of the Lease with
respect to the First Expansion Space only is defined to commence on the First
Expansion Space Commencement Date (as defined in this First Amendment above) and
shall expire (the "First Expansion Space Expiration Date") at noon on June 30,
2010.

      6.    Base Rent. Section 2 of the Lease is hereby modified by adding the
following:


            A.    With respect to the Initially Leased Premises, Tenant shall
continue to pay Base Rent (and all other sums), and increases on such sums,
until the occurrence of the Current Expiration Date (i.e. May 31, 2007) in
accordance with the existing terms and conditions of the Lease.

            B.    With respect to the First Expansion Space, commencing upon the
First Expansion Space Commencement Date and continuing until the scheduled
"Expiration Date" of the Term of the Lease with respect to the First Expansion
Space on the First Expansion Space Expiration Date (i.e., as set forth in
Paragraph 5 of this First Amendment above). Tenant shall also pay to Landlord
the following Base Rent amounts (plus all sales and use taxes levied thereon)
without deduction, set off, demand or notice, in equal monthly installments,
payable in advance on the first day of each month, as follows (which sums are in
addition to the payment obligations discussed in the immediately preceding
paragraph, as well as all other sums due under the Lease):


<TABLE>
<CAPTION>

PERIOD                                                      ANNUAL BASE     MONTHLY BASE RENT
                                                                RENT
<S>                                                         <C>             <C>
From September 1,2002 through June 30, 2003                      N/A            $3,446.63
(i.e. $19.50 per rentable square foot annum rate)                               per month

From July 1,2003 through June 30, 2004                       $41,359.50         $3,446.63
(i.e. $19.50 per rentable square foot per annum)              per annum         per month

From July 1,2004 through June 30, 2005                       $45,601.50         $3,800.13
(i.e. $21.50 per rentable square foot per annum)              per annum         per month

From July 1,2005 through June 30, 2006                       $46,662.00         $3,888.50
(i.e. $22.00 per rentable square foot per annum)              per annum         per month

From July 1, 2006 through June 30, 2007                      $47,722.50         $3,976.88
(i.e. $22.50 per rentable square foot per annum)              per annum         per month

</TABLE>


                                        2

<PAGE>



<TABLE>
<CAPTION>

PERIOD                                                              ANNUAL BASE RENT     MONTHLY BASE RENT
<S>                                                                 <C>                  <C>

From July 1,2007 through June 30, 2008                                 $48,783.00            $4,065.25
(i.e. $23.00 per rentable square foot per annum)                       per annum             per month

Prom July 1,2008 through June 30, 2009                                 $49,843.50            $4,153.63
(i.e. $23.50 per rentable square foot per annum)                       per annum             per month

From July 1, 2009 through the scheduled expiration date with
respect to the First Expansion Space (i.e. through June 30, 2010)      $50,904.00            $4,242.00
($24.00 per rentable square foot per annum)                            per annum             per month
</TABLE>


      If the First Expansion Space Commencement Date does not fall on the first
day of a calendar month, the monthly Base Rent with respect to the First
Expansion Space due for any such partial month shall be determined by a
proration based on a thirty (30) day calendar month for said period, and on the
full monthly rental rate which would otherwise be due and payable, for the
period from the First Expansion Space Commencement Date to the first day of the
first full calendar month thereafter, which sum shall be due and payable on the
First Expansion Space Commencement Date.

       Except as modified by this Article, Tenant shall continue to be fully
responsible for all Base Rent payments and all other sums and payments as set
forth in the Original Lease.

      7.    Tenant's Share. Sections l(a) and 3(c) of the Lease are hereby
automatically modified as of the First Expansion Space Commencement Date by
replacing, where stated, the number "5.43%" and inserting in its place the
following: "7.48% (i.e. of which 5.43% is attributable to the Initially Leased
Premises and 2.05% is attributable to the First Expansion Space, and which
individual percentages shall be utilized where applicable, to the extent the
Term differs for the Initially Leased Premises and the First Expansion Space)."

      8.    Right Of First Offer. Section 64 of the Lease entitled "Right Of
First Offer" has been modified with respect to the space located on the first
floor of the building. The "Right of First Offer" space, as modified, is shown
on Exhibit "B" attached to this lease. The Right Of First Offer shall be
available to Tenant during the term of the Initially Leased Premises only.
Tenant's Right of First Offer shall not be effective at any time where less than
three (3) years remain in the term of the Initially Leased Premises.

      9.    Renewal Option. Section 65 of the Lease entitled "Renewal Option" is
hereby modified by adding at the end the following subsection C:

            C.    Notwithstanding the above, the parties do hereby acknowledge
and confirm that the above Renewal Option is only applicable to Suite 850 (i.e.
with respect to the 5,593 rentable square feet initially leased by Tenant) and,
as such, all of the applicable terms and references above shall apply solely to
such Suite 850 and the "Term" with respect to such Suite 850. In no event shall
the above Renewal Option apply to (or be deemed to apply to) the "First
Expansion Space" (as such term is defined in the First Amendment To Lease) or
any other expansion space (if applicable).

      10.   Holdover. Section 19 of the Lease entitled "Holdover" is hereby
modified (i) by adding on line 1 before the word "Premises" the words
"applicable portion of the," (ii) by adding on line 1 after the word "Term" the
words "(as applicable) with respect to the Initially Leased Premises or the
First Expansion Space (as such terms are defined in the First Amendment To
Lease)," (iii) by adding on line 5 after the word "Term" the words "(as
applicable) with respect to the applicable portion of the Premises," and (iv) by
adding before the word "Premises" and the word "Term" on line 10 the words
"applicable portion of the."


                                       3


<PAGE>


      11.   Brokers. Tenant represents and warrants that Tenant has not dealt
with any brokers, finders or similar parties with respect to the negotiations
and/or terms contained in this First Amendment. Tenant agrees to indemnify and
hold Landlord harmless from and against any and all claims, damages, liability
and expenses, including, but not limited to, reasonable attorneys' fees,
including any appellate proceedings, that may arise from any claims or demands
of any broker(s), finder(s) or similar party(ies) having dealt with or through
Tenant and/or alleging to have dealt with or through Tenant, for any commission
alleged to be due by such party in connection with this First Amendment.

      12.   RADON. 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 OP RADON THAT EXCEED FEDERAL
AND STATE GUIDELINES HAVE BEEN POUND IN BUILDINGS IN FLORIDA. ADDITIONAL
INFORMATION REGARDING RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC
HEALTH UNIT.

      13.   Ratification. Tenant hereby represents and warrants to Landlord that
(i) the execution and delivery of this First Amendment has been fully authorized
by all necessary corporate action and (ii) the person executing this First
Amendment has the requisite authority to do so and has the authority and power
to bind Tenant on whose behalf such party has signed.

      14.   Conflict. In the event of any conflict between the terms of this
First Amendment and the terms of the Original Lease, it is expressly agreed that
the terms of this First Amendment shall control. Except as modified, amended or
supplemented by the provisions of this First Amendment, all of the terms,
obligations and conditions of the Original Lease are hereby ratified and shall
remain in full force and effect.

      15.   Irrevocable. Once this First Amendment is fully executed by Tenant,
Tenant's right to then revoke its signature or execution shall be irrevocable.
Further, Landlord and Tenant acknowledge and agree that this First Amendment
shall become fully effective and binding upon the parties hereto upon the
signing of Landlord and Tenant. The submission of this First Amendment by
Landlord shall not be deemed an offer by Landlord and shall not be binding upon
Landlord until, and unless, Landlord, in Landlord's sole and absolute
discretion, executes this First Amendment.

      IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment
to be executed as of the day and year first above written.


                                    LANDLORD:

WITNESSES:                          MLK-TAMPA ASSOCIATES, LLC

                                    By:  Alliance Commercial Holdings, I, LLC
                                    By:  Alliance Commercial Partners, LLC

                                    By:   /s/ Larry A Lance
                                        -------------------------------
  /s/ Louise C                      Print Name:  Larry A Lance
-----------------------------                   -----------------------
                                                      Its: Member

 /s/ Joey Beacon
                                    TENANT:

                                    NANOBACLABS, LLC

 /s/ Kenneth Schriewer              By: /s/ Seth Slocum Jr
-----------------------------           ----------------------------------------
                                    Print Name:  Seth Slocum Jr
                                                --------------------------------
                                    Title: Pres. CEO
                                           ----------------------------
                                    Tenant Tax Identification Number: 59-3715435
                                                                      ----------
_/s/ Hans Kanath



                                       4