SUBLEASE

         This  sublease  entered  into this 1st day of  September,  1998 between
Pre-Paid  Solutions,  Inc.,  a  Florida  corporation,   hereinafter  called  the
Sublessor,  and Pre-Cell  Solutions,  Inc., a Florida  corporation,  hereinafter
called the Sublessee and/or Tenant:

         Witnesseth,  that  Sublessor  has  leased  the  premises  which are the
subject of this sublease from Louis LeBlanc-Moriniere,  Trustee ("LBM") pursuant
to the  Lease  Agreement  entered  into on June  15,  1998,  a copy of  which is
attached hereto as exhibit "A" (the "Underlying Lease").

         Witnesseth,  that the said  Sublessor  does this day sublease unto said
Sublessee,  and said  Sublessee  does hereby hire and take as Tenant  under said
Sublessor the premises described on Exhibit A, situated in Brevard County, State
of Florida, to be used and occupied by the Sublessee for the purpose of "General
Office" and for no other  purposes or uses  whatsoever  inconsistent  with those
purposes,  for the term of nine and one-half months,  subject and conditioned on
the provisions of clause 23 of this Sublease, beginning as of September 1, 1998,
and  ending  June 14,  1999 at and for the  agreed  total  rental of  $4,405.63,
inclusive of applicable sales tax, payable as follows:

         Months 1-9.5: $463.75 per month, inclusive of applicable sales tax

         All  payments to be made  payable to Sublessor on the first day of each
and every month in advance  without  demand,  at the office of  Sublessor at 255
East Drive,  Suite C,  Melbourne,  Florida 32904,  or at such other place and to
such other person, as the Sublessor may from time to time designate in writing.

         The following  express  stipulations  and conditions are made a part of
this sublease and are hereby agreed to by the Sublessee:

         FIRST:  The Sublessee  shall not assign this  sublease,  nor sublet the
premises, or any part thereof, nor use the same, or any part thereof, nor permit
the same,  or any part thereof,  to be used for any other  purpose  inconsistent
with the  purposes set forth above,  nor make any  material  alterations  to the
premises  without the written consent of the Sublessor,  which consent shall not
be reasonably withheld.

         SECOND:  All personal  property  placed or moved in the premises  above
described shall be at the risk of the Sublessee or owner thereof.

         THIRD:  That the Sublessee  shall promptly  execute and comply with all
statutes,  ordinances,  rules,  orders,  regulations  and  requirements  of  the
applicable  federal,  state  and  city  government  and of  any  and  all  their
departments  and  bureaus  applicable  to said  premises,  for  the  correction,
prevention, and abatement of nuisances or other grievances,

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in, upon, or connected with said premises during said term.

         FOURTH:  In the event the premises  shall be destroyed or so damaged or
injured by fire or other casualty during the term of this agreement, whereby the
same shall be rendered  untenantable,  in whole or in part,  then the  Sublessor
shall have the right to render said premises tenantable by repairs within ninety
days therefrom.  If said premises are not rendered completely  tenantable within
said time,  either party shall have the option to cancel this  sublease,  and in
the event of such cancellation,  the rent shall be paid only to the date of such
fire or other casualty.  The cancellation herein mentioned shall be evidenced in
writing.

         FIFTH:  The prompt payment of the rent for said premises upon the dates
named,  and the faithful  observance of the provisions of this sublease,  and of
such other and further  rules and  regulations  as attached to this sublease are
the conditions upon which this sublease is made and accepted. Any failure on the
part of the  Sublessee  to comply with the terms of said  lease,  or any of said
rules  and  regulations  which  continues  for  five  (5)  business  days  after
Sublessee's receipt of written notice from Sublessor  indicating same, shall, at
the option of the Sublessor, constitute a default of this sublease.

         SIXTH:  If the Sublessee  shall fail to pay any rent when due hereunder
and  such  failure  continues  for a  period  of five (5)  business  days  after
Sublessee's  receipt of written  notice  from  Sublessor  indicating  same,  the
Sublessor may, at its option, forthwith cancel this sublease.

         SEVENTH: Sublessee agrees to pay the cost of collection and ten percent
attorneys'  fee on any part of said rental that may be  collected  by suit or by

attorney, after the same is past due.

         EIGHTH:  The  Sublessee  agrees  that it will pay all charges for rent,
gas,  electricity,  or  other  illumination,  and  for  all  water  used on said
premises,  and should said charges for rent, light, or water herein provided for
at any time  remain due and unpaid for sixty (60) days after the same shall have
become due,  Sublessor  may at its option,  pay such  charges and any charges so
paid shall be paid by Sublessee to Sublessor as additional rent hereunder.

         NINTH:  The  Sublessor,  or any of his agents,  shall have the right to
enter  said  premises  during  normal  business  hours  to  make  such  repairs,
additions,  or alterations as may be deemed reasonably necessary for the safety,
comfort,  or  preservation  thereof,  or of said  building,  or to exhibit  said
premises,  and to put or keep upon the doors or  windows  thereof a notice  AFOR
RENT@  at any time  within  thirty  (30)  days  before  the  expiration  of this
sublease.  Additionally,  the  Sublessor  shall  have the  right  to enter  said
premises  during  normal  business  hours for the  purpose of  testing  personal
watercraft;  provided,  however,  in the event  Sublessor's  testing of personal
watercraft  interferes with Sublessee's  operation of its business,  the parties
shall cooperate with one another to

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<PAGE>

prepare a mutually  agreeable  schedule for  Sublessor's  use of the premises to
test its personal watercraft.

         TENTH:  Sublessee hereby accepts the premises in the condition they are
in at the beginning of this sublease and agrees to maintain said premises in the
same condition,  order and repair as they are at the  commencement of said term,
excepting only  reasonable wear and tear arising from the use thereof under this
agreement,  and to make good to said Sublessor  immediately upon written demand,
any damage to water apparatus, or electric lights or any fixture, appliances, or
appurtenances of said premises, or of the building, caused by any act or neglect
of Sublessee,  or of any person or persons in the employ or under the control of
the Sublessee.

         ELEVENTH:  If the  Sublessee  shall become  insolvent or if  bankruptcy
proceedings  shall be begun by or against the Sublessee,  before the end of said
term the Sublessor is hereby irrevocably authorized, at its option, to forthwith
cancel this sublease, as for a default.  Sublessor may elect to accept rent from
such  receiver,  trustee,  or other  judicial  officer  during the term of their
occupancy in their fiduciary  capacity without affecting  Sublessor's  rights as
contained in this contract, but no receiver,  trustee, or other judicial officer
shall ever have any  right,  title,  or  interest  in or to the above  described
property by virtue of this contract.

         TWELFTH:  Sublessee  hereby waives and renounces for himself and family
and all homestead and exemption  rights he may now have, or hereafter,  under or
by virtue of the  constitution and laws of this State, or any other State, or of
the United States,  as against the payment of said rental or any portion hereof,
or any  other  obligation  or  damage  that may  accrue  under the terms of this
agreement.

         THIRTEENTH:  This contract shall bind the parties and their  respective
successors and assigns.

         FOURTEENTH: It is understood and agreed between the parties hereto that
time is of the  essence  of this  contract  and this  applies  to all  terms and
conditions contained herein.

         FIFTEENTH:  It is understood and agreed between the parties hereto that
written  notice hand  delivered  or sent by reputable  overnight  courier to the
premises subleased hereunder shall constitute sufficient notice to the Sublessee
and written notice hand delivered or sent by reputable  overnight courier to the
office of the Sublessor where rent is paid hereunder shall constitute sufficient
notice to the Sublessor.

         SIXTEENTH:  The  rights of the  parties  under the  foregoing  shall be
cumulative,  and failure to exercise  promptly any rights given  hereunder shall
not operate to forfeit any of the said rights.

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<PAGE>

         SEVENTEENTH:  It is further  understood  and agreed between the parties
hereto that any charges  against the  Sublessee by the Sublessor for services or
for work done on the premises by order of the  Sublessee  or otherwise  accruing
under this contract shall be considered as rent due and shall be included in any
lien for rent due and unpaid.

         EIGHTEENTH:  It is  hereby  understood  and  agreed  that any  signs or
advertising  to be used,  including  awnings,  in  connection  with the premises
subleased  hereunder  shall be first  submitted  to the  Sublessor  for approval
before installation of same.

         NINETEENTH:  RADON GAS NOTIFICATION (the following  notification may be
required in some states):  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.  Additional
information  regarding  radon and radon testing may be obtained from your county
public health unit.

         TWENTIETH:  Sublessee  agrees  that  the  Sublessor  shall in no way be
responsible for the inventory of the Sublessee.  The Sublessee further agrees to
obtain and pay for a Public  Liability  and  Liability  Insurance  Policy in the
amount of  $1,000,000.00  and Property  Damage policy in the amount of $3000,000
naming the Sublessor as an  additional  insured and shall furnish a copy of said
policy to the Sublessor on each anniversary date of this sublease.

         TWENTY-FIRST:  The use of the  subleased  property  and the part of the
lake  abutting the demised  premises,  is exclusive  with the exception of other
tenants access by land to and from their leased land and buildings thereon.  The
use of the Parking Area shall be a non-exclusive use to be shared in common with
all other  tenants of M&B,  their  guests and invitees  with the  exception of 4
parking  spaces in front of the food store which shall be for the  exclusive use
of the leased food store.

         TWENTY-SECOND:  Sublessee  may make  changes  and  improvements  to the
subleased premises herein with the prior written consent of the Sublessor, which
approval shall not be unreasonably withheld.

         TWENTY-THIRD:  Notwithstanding  any other  provisions in this sublease,
the parties  expressly  acknowledge  that all  promises and  convenants  made by
Sublessor to Sublessee are contingent on the status of the Underlying  Lease. In
the  event  that  performance  of  this  sublease  becomes   impossible  due  to
termination of the referenced  Underlying  Lease,  Sublessor  shall  immediately
advise  Sublessee of same in writing and  Sublessee  shall be given a reasonable
time to vacate premises, and it is understood between the parties that this time
period shall not exceed the time period when  Sublessor's  Underlying Lease with
LBM has concluded.  Any monthly installment of rent either payable or owed under
this agreement in the event of said early termination due to impossibility shall
be paid or returned on a daily prorated rate accordingly.  Further, in the event
Sublessee is obligated to vacate the premises as provided herein, this

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sublease  shall  automatically  terminate  and  Sublessee  shall have no further
obligations hereunder.

         TWENTY-FOURTH:  Sublessee  shall have the right to renew this  Sublease
for two consecutive option periods as follows: (i) for the period beginning June
15,  1999 and  ending  June 14,  2000 at the  monthly  rental  rate of  $486.94,
including  applicable  taxes; and (ii) for the period beginning on June 15, 2000
and ending on June 14,  2001 at the monthly  rental  rate of $511.26,  including
applicable  sales taxes. In the event Sublessee  desires to exercise its option,
Sublessee shall provide  Sublessor with written notice of its intent to exercise
within sixty (60) days prior to the expiration of the term of this sublease.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  instrument
for the purpose herein expressed, the day and year above written.

Signed, sealed and delivered in the presence of:

                                             Pre-Paid Solutions, Inc.

                                             BY: /s/ Thomas E. Biddix
                                                ------------------------
Witness Signature (as to Sublessor)          Printed name: Thomas E. Biddix
                                             Title: CEO

Printed Name

                                             Pre-Cell Solutions, Inc.

                                             BY: /s/ Timothy F. McWilliams
                                                 ------------------------
Witness Signature (as to Sublessee)          Printed name: Timothy F. McWilliams
                                             Title: COO

Printed Name

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State of Florida
County of Brevard

         I  HEREBY  CERTIFY  that  on this  day,  before  me,  an  officer  duly
authorized  in  the  State  aforesaid  and  in  the  county  aforesaid  to  take
acknowledgments,  personally  appeared,  personally known to me to be the person
described or who  produced as  identification,  and who  executed the  foregoing
instrument on behalf of Pre-Paid Solutions, Inc. and acknowledged before me that
he executed same.

         WITNESS  my  hand  and  official  seal in the  County  and  State  last
aforesaid this ________ day of __________________________, 1999.

                                                     --------------------------
                                                     Notary Signature

                            Printed Notary Signature

                             My Commission Expires:

State of Florida
County of Brevard

         I  HEREBY  CERTIFY  that  on this  day,  before  me,  an  officer  duly
authorized  in  the  State  aforesaid  and  in  the  county  aforesaid  to  take
acknowledgments,  personally  appeared,  personally known to me to be the person
described or who  produced as  identification,  and who  executed the  foregoing
instrument on behalf of Pre-Cell Solutions, Inc. and acknowledged before me that
he executed same.

         WITNESS  my  hand  and  official  seal in the  County  and  State  last
aforesaid this ________ day of __________________________, 1999.

                                                     --------------------------
                                                     Notary Signature

                            Printed Notary Signature

                             My Commission Expires:

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