ADMINISTRATIVE SERVICES AGREEMENT

                                 BY AND BETWEEN

                            PRE-PAID SOLUTIONS, INC.

                                       AND

                            PRE-CELL SOLUTIONS, INC.

                         DATED AS OF SEPTEMBER 1, 1998.

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                             ADMINISTRATIVE SERVICES

         THIS  ADMINISTRATIVE  SERVICES  AGREEMENT (THE "AGREEMENT") IS MADE AND
ENTERED INTO AS OF SEPTEMBER 1, 1998 BY and between PRE-PAID SOLUTIONS,  INC., a
Florida  corporation  ("Pre-Paid")  and  PRE-CELL  SOLUTIONS,  INC.,  a  Florida
corporation ("Pre-Cell").

                                   WITNESSETH:

         WHEREAS,  PRE-PAID HAS THE administrative personnel available to assist
Pre-Cell in the conduct of its businesses; and

         WHEREAS,  Pre-Cell  desires to utilize the services and  experience  of
Pre-Paid in connection with the conduct of their operations; and

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants contained herein the parties hereto agree as follows:

                                    ARTICLE I

                 APPOINTMENT OF ADMINISTRATIVE SERVICES PROVIDER

1.1      APPOINTMENT.  Pre-Cell hereby appoints  Pre-Paid as its  administrative
         services  provider,  and Pre-Paid  hereby  accepts such  appointment by
         Pre-Cell to administer its specific business  operations and affairs in
         accordance with the terms of this Agreement.

1.2      TERM. The term of this Agreement  shall begin as of the date hereof and
         continue until terminated by written notice from one party to any other
         party.  Either party to this  Agreement may terminate this Agreement by
         providing 30 days advanced written notice the other party.

                                   ARTICLE II

              POWERS AND DUTIES OF ADMINISTRATIVE SERVICES PROVIDER

2.1      POWERS OF ADMINISTRATIVE SERVICES PROVIDER. Subject to such limitations
         as may  be  imposed  by  law or  this  Agreement,  Pre-Paid  is  hereby
         authorized to:

        (a)    provide  administrative  services  and  service  support  for all
               operations  relating to  banking,  accounting,  legal,  financial
               controls,  corporate tax compliance,  tax and regulatory  filings
               and personnel  activities  for Pre-Cell,  except as  specifically
               precluded by the terms of this Agreement;

        (b)    make tax,  regulatory and other filings,  and to render  periodic
               and other  reports  to  governmental  agencies  or bodies  having
               jurisdiction over the assets or business of Pre-Cell;

        (c)    open and close  all bank  accounts,  reconcile  all  accounts  of
               Pre-Cell, and prepare monthly financial statements of Pre-Cell;

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        (d)    purchase and maintain insurance  coverages covering such risks in
               such  amounts for the benefit of Pre-Cell as Pre-Paid  determines
               are, from time to time, necessary or appropriate;

        (e)    conduct  litigation and incur legal  expenses and,  except as set
               forth herein,  otherwise  deal with or settle claims or disputes;
               and controversies for and on behalf of Pre-Cell;

        (f)    take such  other  action  in the  ordinary  course of  Pre-Cell's
               businesses not inconsistent with the grant of authority set forth
               herein.  Pre-Paid shall exercise the authority granted hereunder,
               in each case at such times and upon such terms and conditions, as
               Pre-Paid deems necessary or appropriate.

2.2      LIMITATION  ON POWERS.  Notwithstanding  the above,  without  the prior
         written authority of the officers or authorized executives of Pre-Cell,
         Pre-Paid  shall  not have the  authority  or take any  action  to cause
         Pre-Cell to:

        (a)    sell, lease or  otherwise dispose of  all or substantially all of
               its assets or property;

        (b)    borrow money, assume,  guarantee,  or otherwise cause Pre-Cell to
               become liable for indebtedness,  other than indebtedness to trade
               creditors in the ordinary course of business and  indebtedness to
               Pre-Paid hereunder;

        (c)    form,  contribute  or loan cash or  property  to, any  limited or
               general  partnerships,  joint  ventures,  corporations or similar
               arrangements;

        (d)    expand the business  activities  in which  Pre-Cell is engaged by
               acquisition or internal development; or

        (e)    take any  other  extraordinary  corporate  action  on  behalf  of
               Pre-Cell.

2.3      DUTIES OF ADMINISTRATIVE  SERVICES PROVIDER.  Pre-Paid shall manage the
         business and affairs of Pre-Cell in the manner in which  Pre-Paid deems
         necessary  or  appropriate.  Without  limiting  the  generality  of the
         foregoing, Pre-Paid's duties shall include the following:

        (a)    to provide,  from time to time,  executive  consultants  who will
               consult with  management of Pre-Cell and Pre-Paid  concerning all
               aspects of Pre-Cell's business;

        (b)    to administer the day-to-day  business activities of the Pre-Cell
               relating to matters concerning  personnel,  banking,  accounting,
               legal,  financial,  corporate tax compliance,  tax and regulatory
               filings,   and  such  other   matters  as  may  be  necessary  or
               appropriate  in  connection   with  the  day-to-day   conduct  of
               Pre-Cell's Operations;

         (c)   to render or cause to be rendered accounting, financial controls,
               corporate tax compliance,  legal,  technical,  and other services
               and perform or cause to be performed other accounting, logistical
               and administrative functions for Pre-Cell;

        (d)    to maintain  records of the assets owned by Pre-Cell and books of
               account,  and to make such records and books of account available
               for  inspection  by the Board of  Directors  of  Pre-Cell  during
               regular business hours at the principal office of Pre-Cell;

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        (e)    to prepare, on an annual,  quarterly and monthly basis, financial
               statements of Pre-Cell and to furnish to the officers,  directors
               or authorized  executives of Pre-Cell such other  information and
               reports  concerning  the conduct of the  business  and affairs of
               Pre-Cell as the  officers,  directors  or  authorized  executives
               shall reasonably request;

        (f)    to render such reports and make such  periodic and other  filings
               as may be  required  under  applicable  federal,  state and local
               laws, rules and regulations; and

        (g)    to conduct the  operations  of Pre-Cell  in  compliance  with all
               applicable laws, rules and regulations and in accordance with the
               terms of this  Agreement,  and any  other  applicable  agreement,
               indenture or other  instrument to which  Pre-Cell is bound or may
               be subject.

2.4      ACTIVITIES.  Pre-Cell hereby  acknowledges that Pre-Paid has, and shall
         be  entitled to continue  to have,  business  interests,  and engage in
         business activities, in addition to those relating to the operations of
         Pre-Cell.  Pre-Cell  further  acknowledges  and agrees  that during and
         subsequent  to the term  hereof,  Pre-Paid  shall be  entitled  to have
         business  interests  and conduct  business  activities  which may be in
         direct  competition  with  Pre-Cell  for  its own  account  and for the
         account of others,  without having or incurring any obligation to offer
         any  interest  in  such  businesses,  activities  or  opportunities  to
         Pre-Cell.  Pre-Cell  shall  not  have  any  rights  by  virtue  of this
         Agreement  or the  relationship  created  hereby  in any such  business
         interests, activities or opportunities.

                                   ARTICLE III

                     REIMBURSEMENT; PURCHASES FROM PRE-CELL

3.1      COMPENSATION.  In  consideration  of the  performance of the duties set
         forth herein,  Pre-Cell shall pay to Pre-Paid an administrative service
         fee  equal  to  One   Thousand   Dollars   ($1,000)   per  month.   The
         administrative   service  fee  shall  include  all  indirect   expenses
         associated  with  Pre-Paid's  provision  of  administrative   services,
         including,  without limitation,  wages, employee benefits,  general and
         administrative expenses.  Pre-Cell shall pay the administrative service
         fee to Pre-Paid,  in arrears,  no later than the 10th day of each month
         during the term of this Agreement.

3.2      DIRECT  EXPENSES.  Pre-Cell  shall  reimburse  Pre-Paid  for all direct
         expenses  incurred by Pre-Paid on behalf of Pre-Cell in connection with
         Pre-Cell's  operations  under this Agreement.  Pre-Cell shall reimburse
         Pre-Paid  such  amounts  within 10 days after  request  from  Pre-Paid.
         Pre-Cell  acknowledges and agrees that Pre-Paid may mark-up the cost of
         such  products,  equipment  and other  items  provided  that the prices
         charged are competitive with prices Pre-Cell could obtain such products
         and equipment from third party vendors.

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                                   ARTICLE IV

                     LIABILITY OF PRE-PAID; INDEMNIFICATION

4.1      JUDGMENTS IN GOOD FAITH PROPER.  Notwithstanding  any other  provisions
         contained herein to the contrary,  in no event shall Pre-Cell,  nor any
         director,  officer,  employee or shareholder of Pre-Cell make any claim
         against  Pre-Paid on account of any alleged  errors of judgment made in
         good faith in  connection  with the  conduct of  Pre-Cell's  operations
         hereunder by Pre-Paid,  nor shall  Pre-Cell  object to any  expenditure
         made by  Pre-Paid  in good  faith  in the  course  of its or  Pre-Cell'
         operations  or in the  settlement  of  any  claim,  arising  out of the
         conduct of Pre-Cell' operations.

4.2      INDEMNIFICATION.   Pre-Cell  agrees  to  indemnify  and  hold  harmless
         Pre-Paid   and  its   employees,   officers,   directors,   agents  and
         shareholders  (the   "Indemnitees")   from  and  against  any  and  all
         liabilities,  losses,  damages, costs and expenses (including,  without
         limitation,  reasonable  attorneys' and  accountants'  fees and costs),
         deficiencies,   judgments,  actions,  causes  of  action,  proceedings,
         demands or claims of whatever nature (collectively,  "Damages") arising
         from  or in any  way  related  to (i)  services  provided  by  Pre-Paid
         pursuant  to this  Agreement,  or (ii) any  accident,  injury or damage
         whatsoever  during the conduct of operations caused to any person or to
         the  property of any person,  occurring on or after the date hereof and
         prior to the termination of this  Agreement,  except to the extent such
         Damages  are caused by or result from the gross  negligence  of, or any
         willful  misconduct  or reckless  act by  Pre-Paid,  or its  employees,
         officers,  directors,  agents or  shareholders.  The  termination  of a
         proceeding by judgment, order, settlement or conviction, or upon a plea
         of nolo  contendere or its equivalent,  shall not, of itself,  create a
         presumption that an action or of inaction involves bad faith or willful
         misconduct or a reckless act.

4.3      LIMITATION LIABILITY.  PRE-PAID SHALL NOT BE LIABLE TO PRE-CELL NOR ANY
         PERSON  OR  ORGANIZATION  FOR ANY  DEBT,  LIABILITY  OR  OBLIGATION  OF
         PRE-CELL  INCURRED OR CREATED PURSUANT TO THE AUTHORITY GRANTED IN THIS
         AGREEMENT OR BY REASON OF ITS  DIRECTION  OR THE CONDUCT OF  PRE-CELL'S
         OPERATIONS UNLESS PRE-PAID, BY WRITTEN AGREEMENT,  EXPRESSLY ASSUMES OR
         GUARANTEES ANY SUCH  LIABILITY.  PRE-PAID SHALL NOT BE REQUIRED,  UNDER
         ANY  CIRCUMSTANCES,  TO GUARANTEE OR ASSUME ANY OBLIGATION OR LIABILITY
         OF  PRE-CELL.  THE BOARD OF  DIRECTORS  OF PRE-CELL  SHALL BE DEEMED TO
         CONTROL  ALL  ASPECTS OF THE  MANNER IN WHICH  PRE-CELL'S  BUSINESS  IS
         CONDUCTED.  PRE-PAID SHALL NOT BE LIABLE,  BY VIRTUE OF THE PERFORMANCE
         OF ITS  DUTIES  HEREUNDER,  FOR ANY  BREACH OF ANY  LICENSING  OR OTHER
         AGREEMENT  BETWEEN  THE  COMPANIES  AND  ANY  OTHER  PARTY,  OR FOR ANY
         LIABILITY FOR ANY TRADEMARK  INFRINGEMENT,  UNFAIR COMPETITION,  PATENT
         INFRINGEMENT OR OTHER VIOLATION OF THE INTELLECTUAL  PROPERTY RIGHTS OF
         ANOTHER PERSON OR ENTITY AS A RESULT OF THE MANNER IN WHICH  PRE-CELL'S
         BUSINESS  IS  CONDUCTED,  EXCEPT TO THE EXTENT  SUCH  VIOLATION  IS THE
         RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PRE-PAID.

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                                    ARTICLE V

                                  MISCELLANEOUS

5.1      INDEPENDENT CONTRACTOR.  Nothing herein shall be construed or deemed to
         create a joint  venture,  contract of  employment or  partnership.  All
         debts and liabilities to and contracts or agreements with any person or
         entity incurred or entered into by Pre-Cell in the operation or conduct
         of Pre-Cell's business shall be the debt and liability of Pre-Cell, and
         be binding upon, Pre-Cell.

5.2      NOTICES. Any notice, request, consent or communication  (collectively a
         "Notice")  under this  Agreement  shall be  effective  only if it is in
         writing  and  (a)  personally  delivered,  (b)  sent  by  a  nationally
         recognized overnight delivery service, with delivery confirmed,  or (d)
         telexed  or  telecopied,  with  receipt  confirmed,  addressed  to  the
         addresses  indicated on the signature page of this Agreement or to such
         other  address or  addresses  as shall be  furnished  in writing by any
         party to the other  party.  A Notice shall be deemed to have been given
         as of the date when (i)  personally  delivered,  (ii) the next day when
         delivered  during  business hours to said overnight  delivery  service,
         properly addressed and prior to such delivery service's cutoff time for
         next day  delivery,  or (iii) when  receipt of the telex or telecopy is
         confirmed,  as the case may be,  unless  the  sending  party has actual
         knowledge that a Notice was not received by the intended recipient.

5.3      ASSIGNMENT.  Either  party  hereto  shall have the right to assign this
         Agreement  only to (i) any  successor  assignee  of such party that may
         result  from  any  merger,  consolidation  or  reorganization,  or (ii)
         another  corporation  that  acquires all or  substantially  all of such
         party's assets, business and liabilities.

5.4      HEADINGS.   Section  headings  contained  in  this  Agreement  are  for
         reference  purposes only and shall not affect in any way the meaning or
         interpretation of this Agreement.

5.5      ENTIRE AGREEMENT;  MODIFICATION.  This Agreement  contains the complete
         expression  of the  agreement  between  the  parties  and  there are no
         promises,  representations,  or inducements  except as herein provided.
         The  terms  and  provisions  of this  Agreement  may  not be  modified,
         supplemented  or  amended  except in  writing  signed  by both  parties
         hereto.  All terms and  provisions of this  Agreement  shall be binding
         upon and inure to the benefit of and be  enforceable  by the respective
         successors and permitted assigns of the parties hereto.

5.6      NO WAIVER. Failure by either party hereto to enforce at any time or for
         any  period  of  time  any  provision  or  right  hereunder  shall  not
         constitute  a waiver of such  provision  or of the right of such  party
         thereafter to enforce each and every such provision.

5.7      GOVERNING LAW; ATTORNEYS' FEES. This Agreement shall be governed by and
         construed  and  enforced in  accordance  with the laws of Florida.  The
         prevailing  party in any litigation  concerning this Agreement shall be
         entitled to reimbursement of its reasonable costs,  including legal and
         accounting fees, incurred in connection with any such matter.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year first above written.

                                            PRE-PAID SOLUTIONS, INC.

                                            BY:  /s/ Thomas E. Biddix
                                                 ----------------------------
                                            NAME: Thomas E. Biddix
                                            TITLE: CEO

                                            PRE-CELL SOLUTIONS, INC.

                                            BY:   /s/ Timothy F. McWilliams
                                                  ----------------------------
                                            NAME: Timothy F. McWilliams
                                            TITLE: COO

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