COMPREHENSIVE CARE CORP
LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>g67367ex10.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 10

                                      LEASE

                                 BY AND BETWEEN

                                 FOA TAMPA LLC,

                                   AS LANDLORD

                                       AND

                       COMPREHENSIVE BEHAVIORAL CARE, INC.

                                    AS TENANT


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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                       PAGE
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<S>      <C>                                                                                                            <C>
1.       DEFINITIONS.....................................................................................................1
2.       TERM............................................................................................................3
3.       BASE RENT.......................................................................................................3
4.       ADDITIONAL RENT.................................................................................................4
5.       APPROVED PLANS/LANDLORD'S WORK/COMMENCEMENT DATE................................................................7
6.       USE OF PREMISES.................................................................................................9
7.       CONDITION OF PREMISES...........................................................................................9
8.       SERVICES, INTERRUPTION, UTILITIES...............................................................................9
9.       REPAIRS........................................................................................................11
10.      ADDITIONS AND ALTERATIONS; SECURITY AGREEMENT; HOME-STEAD WAIVER...............................................12
11.      COVENANT AGAINST LIENS.........................................................................................13
12.      INSURANCE......................................................................................................13
13.      FIRE OR CASUALTY...............................................................................................14
14.      WAIVER OF CLAIMS/INDEMNIFICATION...............................................................................15
15.      NONWAIVER......................................................................................................16
16.      CONDEMNATION...................................................................................................16
17.      ASSIGNMENT AND SUBLETTING......................................................................................16
18.      SURRENDER OF POSSESSION........................................................................................18
19.      HOLDING OVER...................................................................................................18
20.      ESTOPPEL CERTIFICATE...........................................................................................18
21.      SUBORDINATION/FINANCIAL STATEMENTS.............................................................................18
22.      CERTAIN RIGHTS RESERVED BY LANDLORD............................................................................19
23.      RULES AND REGULATIONS..........................................................................................20
24.      DEFAULT/LANDLORD'S REMEDIES....................................................................................20
25.      EXPENSES OF ENFORCEMENT........................................................................................21
26.      COVENANT OF QUIET ENJOYMENT....................................................................................21
27.      SECURITY DEPOSIT...............................................................................................21
28.      REAL ESTATE BROKER.............................................................................................22
29.      HAZARDOUS WASTE................................................................................................22
30.      INTENTIONALLY OMITTED..........................................................................................23
31.      MISCELLANEOUS..................................................................................................23
32.      NOTICES........................................................................................................24
33.      LIMITATION ON LANDLORD'S LIABILITY.............................................................................25
34.      PARKING........................................................................................................25
35.      ADDITIONAL TENANT COSTS........................................................................................25
36.      GUARANTY.......................................................................................................26
37.      EFFECTIVE DATE.................................................................................................26
38.      RADON..........................................................................................................26
39.      RIGHT OF FIRST OFFER...........................................................................................26
40.      RENEWAL OPTION.................................................................................................28
41.      MONUMENT SIGN RIGHT............................................................................................29
42.      COMPUTER ROOM EQUIPMENT........................................................................................29

EXHIBIT A                  PLAN OF PREMISES..................................................... A-1
EXHIBIT A-1                LAND LEGAL DESCRIPTION............................................... A-1-1
EXHIBIT A-2                APPROVED PLANS....................................................... A-2-1
EXHIBIT B                  BASIC LEASE TERMS.................................................... B-1
EXHIBIT B-1                USE AND OPERATION.................................................... B-1-1
EXHIBIT C                  RULES AND REGULATIONS................................................ C-1
EXHIBIT D                  GUARANTY............................................................. D-1
SCHEDULE 1                 CERTIFICATION AS TO COMMENCEMENT DATE................................ S-1
</TABLE>


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                                      LEASE

         THIS AGREEMENT OF LEASE made as of this day of _______, 2001
(hereinafter referred to as the "LEASE") between FOA TAMPA LLC, having an office
c/o Alliance Commercial Partners, L.L.C., 165 South Union Boulevard, Suite 510,
Lakewood, Colorado 80228, (hereinafter referred to as "LANDLORD") and
COMPREHENSIVE BEHAVIORAL CARE, INC., whose present address is 4200 West Cypress
Street, Suite 300, Tampa, Florida 33607 (hereinafter referred to as "TENANT").

                              W I T N E S S E T H:

         Landlord hereby agrees to lease to Tenant and Tenant hereby agrees to
lease from Landlord the premises (hereinafter referred to as the "PREMISES" or
the "DEMISED PREMISES") designated on the plan attached hereto as EXHIBIT A and
made a part hereof and described on EXHIBIT B attached hereto and made a part
hereof in the building identified as Building 219 (hereinafter referred to as
the "BUILDING") located at 200 South Hoover Boulevard in Tampa, Florida. The
Building is in a center (the "CENTER") now known as "Mariner Square" (which name
may be changed at any time, or from time to time, by Landlord, in Landlord's
sole discretion) and more particularly described in EXHIBIT A-1 attached hereto
(hereinafter referred to as the "LAND"), subject to the covenants, terms,
provisions and conditions of this Lease.

         In consideration thereof, Landlord and Tenant covenant and agree as
follows:

         1. DEFINITIONS. As used in this Lease, the terms:

                  A. "CALENDAR YEAR" shall mean any twelve month period, January
through December, which contains any part of the Term of this Lease.

                  B. "LEASE YEAR" means each calendar year, or portion thereof,
occurring during the Term of this Lease.

                  C. "NORMAL BUSINESS HOURS" shall mean 8:00 A.M. to 6:00 P.M.
Monday through Friday, 8:00 A.M. to 12 noon on Saturday, excluding all national,
state and local holidays.

                  D. "TENANT'S PROPORTIONATE SHARE" shall be the percentage set
forth on EXHIBIT B, which percentage has been conclusively agreed upon by the
parties notwithstanding actual measurements. Landlord and Tenant acknowledge
that Tenant's Proportionate Share (as shown on EXHIBIT B attached to this Lease)
has been obtained by taking the rentable square footage within the Premises and
dividing such number by the total rentable square footage of the Center, which
the parties have conclusively determined to be the percentage set forth on
EXHIBIT B with respect to calculations made pursuant to this Lease; provided,
however, in the event the total rentable square footage for the Center is
decreased during the Term due to sale or transfer by Landlord of a portion of
its interest in the Center and/or is decreased for any other reason whatsoever
then, in any such event, Tenant's Proportionate Share shall likewise
automatically be simultaneously increased to reflect such change. Landlord
represents that in the calculation of Tenant's Proportionate Share, Landlord has
relied upon a report, prepared by Measure America, setting forth calculations of
the rentable floor area of the Building, Center and Premises, which report
states that it was made in accordance with BOMA-ANSI 205.1 1996 standards.

                  E. "TAXES" shall mean all real estate taxes and assessments,
special or otherwise, imposed, levied or assessed upon or with respect to the
Land or the Center. Should the State of Florida, or any political subdivision
thereof, or any other governmental authority having jurisdiction over the Land
or the Center, (1) impose a tax, assessment, charge or fee (or increase a then
existing tax, assessment, charge or fee) which Landlord shall be required to
pay, either by way of substitution for such real estate taxes or ad valorem
personal property taxes or in addition to such real estate taxes and ad valorem
personal property taxes, or (2) impose an income or franchise tax or a tax on
rents in substitution, in whole or in part, for such real estate taxes or in
lieu of any increase in such taxes, such taxes, assessments, fees, charges,
income, franchise or rent tax shall be deemed to constitute Taxes hereunder.
"Taxes" shall be calculated and determined without regard to any abatements,
credits, incentives or similar items which may from time to time be applicable



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to, or be received in connection with, the status of (or contribution or benefit
made by or given to) a particular tenant (or tenants) located at all, or any
part, of the Land and/or the Center. Except as provided above, Taxes shall not
include any inheritance, estate, succession, transfer, gift, franchise, net
income or capital stock tax. In determining the amount of Taxes for any year,
the amount of special assessments to be included shall be equal to the greater
of either the amount actually paid or the amount of the installment (plus any
interest payable thereon) of such special assessment which would have been
required to have been paid during such year if the Landlord had elected to have
such special assessment paid over the maximum period of time permitted by law.
Except as provided in the preceding two sentences, all references to Taxes "for"
a particular year shall be deemed to refer to Taxes levied, assessed or
otherwise imposed for such year without regard to when such taxes are payable.

                  F. "RENTABLE AREA" shall be deemed to equal the rentable
square feet shown on EXHIBIT B

                  G. "TAX YEAR" shall mean any period designated by the
applicable taxing authorities for the imposition of Taxes which contains any
part of the Term of this Lease.

                  H. "COMMON AREAS" (as initially constructed, or as the same
may be enlarged, reduced or constructed at any time thereafter, all in
Landlord's sole discretion, provided, however, Landlord may not perform, permit
or cause any such enlargement, reduction or construction to the Common Areas if
the same, once completed, will reduce the number of parking spaces available to
Tenant below the number of parking spaces required pursuant to Section 34 and
Exhibit "B" of this Lease, or will result in Tenant and its employees no longer
having a reasonably convenient and sufficient method of access to the Building,
the Center and the Premises) shall mean all areas, space, facilities, equipment,
signs and special services from time to time made available by Landlord for the
common and joint use and benefit of Landlord, Tenant and/or other tenants and
occupants of the Center, and their respective employees, agents, permitted
subtenants, licensees, customers and invitees, whether on the property of the
Center or off-site, which shall include, without limitation, (but shall not be
deemed a representation as to the present or future existence or availability),
sidewalks, entrance areas, parking facilities, areas or garages, walkways,
drainage facilities, landscaped areas, truck serviceways, loading docks,
pedestrian malls (enclosed or open), courts, stairs, ramps, elevators,
escalators, comfort and first aid stations, public washrooms, community halls or
auditorium and parcel pick-up stations.

                  I. "OPERATING EXPENSES" shall mean the total cost and expense
of whatever kind or nature incurred in operating, managing, securing, insuring,
maintaining, cleaning, equipping, repairing, modifying, improving and replacing
the "Common Areas" (as defined above), and the Center, and all improvements,
portions and components thereof, including without limitation, all personal
property taxes and other charges incurred in connection with any of the
foregoing; the cost of all utilities (to the extent Landlord is not otherwise
reimbursed directly for such service from another tenant(s)); the cost of
personnel, whether full or part time, to implement all or any of the foregoing,
whether on-site or off-site, including, without limitation, management and
administrative employees and security and maintenance personnel for the Common
Areas; audit and other professional fees incurred in connection with the
foregoing; general and administrative costs; all applicable overhead and
management fees and costs; depreciation of all depreciable items included in the
Common Areas and the Center; and capital expenditures (whether for capital
improvements, equipment or devices) (i) incurred by Landlord in order to comply
with any laws, rules, regulations or requirements of any governmental or
quasi-governmental authority having jurisdiction, regardless of when enacted, in
which case the cost of such capital expenditure shall be amortized on a
straight-line basis over the useful life of such improvement in accordance with
generally accepted accounting principles consistently applied ("GAAP"), with
only the amortized cost attributable to each calendar year, as applicable (plus
interest thereon calculated at an annual rate of three (3) percentage points
above the "prime rate" announced by Citibank, N.A. in New York, New York or, if
not available, then other comparable institution chosen by Landlord), being
included as Operating Expenses in any calendar year, and/or (ii) which under
generally applied real estate practice(s) are expensed or regarded as deferred
expenses (i.e., it being understood that Landlord may expense an item if it
would be less expensive to replace such item than to repair it) in which case


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the cost of such capital expenditure (plus interest thereon) shall be amortized
and paid in the same manner as discussed in subparagraph (i) directly above),
and/or (iii) which replaces a service Landlord provides hereunder or improves
the operating efficiency of the Center and, in either case, results in a
reduction or replacement of Operating Expenses that would otherwise have been
incurred in a year for which the Operating Expenses are being calculated in an
amount at least as great as the amount of the capital Expenditure cost (not
including interest thereon) which are being included in such year (which costs
may be amortized over the shorter of the useful life or the period over which
the labor, service or energy saving (or efficiency) costs equal the improvement
cost, plus interest thereon calculated in the same manner as discussed in
subparagraph (i) directly above.) (If a capital item falls, or may fall, under
item (i), (ii) and/or (iii) above, Landlord's determination as to how to apply
such expense shall be binding upon the parties). Landlord may cause any or all
of said services to be provided by a contractor or contractors, whether or not
affiliated with Landlord, the cost of which shall be included in Operating
Expenses. The referencing of any items above shall not, however, ever be deemed
to mean that any such items are, or will be, actually provided to, or are
available at, the Center (with Landlord, in its sole and absolute discretion,
reserving whether or not to provide any such service or item). In determining
the amount of Operating Expenses for any calendar year, (i) if less than ninety
five percent (95%) of the Center shall have been occupied by tenants and fully
used by them, Operating Expenses shall be increased to an amount equal to the
like operating expenses which would normally be expected to be incurred had such
occupancy been ninety-five percent (95%) and had such full utilization been made
during the entire period or (ii) if Landlord is not furnishing particular work
or services (the cost of which, if furnished by Landlord, would constitute an
Operating Expense) to a tenant who has undertaken to perform such work or
service in lieu of the performance thereof by Landlord, Operating Expenses shall
be deemed to be increased by an amount equal to the additional expense which
would reasonably have been incurred by Landlord during such period had Landlord
furnished such work or service to such tenant.

         2. TERM. The term of this Lease (hereinafter referred to as "TERM")
shall be for the period stated in EXHIBIT B attached hereto, commencing on the
"Commencement Date" as established by EXHIBIT B and ending at noon on the last
day of the month in which the "Termination Date" as established by EXHIBIT B
occurs, unless sooner terminated or extended as provided herein or pursuant to
law (i.e., if the Term commences on a day other than the first day of a month,
then the Term shall be extended for such fractional month). If Landlord is
unable to give possession of the Demised Premises on the date of the
commencement of the Term hereof, because of the holding-over or retention of
possession of any tenant, undertenant or occupants, or for any other reason,
Landlord shall not be subject to any liability for failure to give possession on
said date and the validity of the Lease shall not be impaired under such
circumstances, nor shall the same be construed in any way to extend the Term of
this Lease, but the Rent payable hereunder shall be abated (provided Tenant is
not responsible for the inability to obtain possession) until after Landlord
shall have given Tenant written notice that the Landlord is able to deliver
possession in the condition required by this Lease. Landlord represents and
warrants that, as of the date hereof, the Demised Premises is free of any tenant
(whether such tenancy is at right or at sufferance) or occupant nor, to
Landlord's knowledge, has any party asserted a claim of right to occupancy of
the Demised Premises. If permission is given to Tenant to enter into the
possession of the Demised Premises or to occupy premises other than the Demised
Premises prior to the date specified as the commencement of the Term of this
Lease (with Tenant acknowledging that it may not occupy the Premises until it
receives Landlord's consent), Tenant covenants and agrees that such possession
and/or occupancy shall be deemed to be under all the terms, covenants,
conditions and provisions of this Lease except the obligation to pay the Rent
set forth herein.

         3. BASE RENT. Tenant shall pay to Landlord at the office of Landlord
set forth above, or at such other place as Landlord may from time to time
designate in writing, the annual sum stated in EXHIBIT B attached hereto (such
annual sum being hereinafter referred to as "BASE RENT") in equal monthly
installments, each in advance on or before the first (1st) day of each and every
calendar month during the Term, without any set-off or deduction whatsoever.
Notwithstanding the foregoing, the annual Base Rent shall be increased in the
amounts and at the times set forth on EXHIBIT B and the monthly installments of
Base Rent shall be increased accordingly. If the Term commences other than on
the first (1st) day of a calendar month or ends other than on the last day of
the calendar month, the Base Rent for such month shall be prorated (with payment
for the fractional month at the start of the Term being due on the date the Term
commences in a pro rated amount equal to the sum set forth for month one (1) and
with month one (1) as provided in EXHIBIT B referring to the first full month).
Tenant hereby delivers to Landlord the Prepaid Base Rent (as defined in EXHIBIT
B attached hereto) to be held by Landlord and applied towards the fourth, sixth
and eighth installments of Base Rent payable under this Lease (except as
otherwise provided in EXHIBIT B). If any payment or installment of "Rent" (as
defined below) shall not be received by Landlord within five (5) days of the
date due then, in addition to all other rights and remedies to which Landlord is
entitled, Tenant shall also be responsible for and shall immediately pay
Landlord, as Additional Rent, a service charge equal to the greater of (i) a sum



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equal to two percent (2%) of the amount which is past due or (ii) seventy five
dollars ($75.00), for the administrative expenses Landlord incurs as a result of
the late payment, provided, however, so long as Tenant is not then in default
under the terms of this Lease, Landlord shall not impose such service charge if:
(a) Tenant actually pays the full amount of such installment of Base Rent within
five (5) days of the date that Landlord sends Tenant a notice of the delinquent
payment; and (b) at no time during the 12 calendar months preceding the calendar
month in which the installment of Base Rent was due has Tenant failed to pay any
amount due to Landlord within five (5) days of the date such payment was due.
Nothing contained in the preceding sentence is intended to be, or may be deemed
to constitute, a waiver of any right or remedy available to Landlord (other than
the imposition of a service charge) on account of Tenant's failure to pay the
Base Rent when due. In addition to Base Rent, Tenant also agrees to pay to
Landlord on the first day of each calendar month (and together with each such
payment) a sum equal to any sales tax, use tax, tax on rentals, and any other
governmental charges, taxes and/or impositions now in existence or hereafter
imposed based upon the privilege of renting the Demised Premises and/or upon the
amount of "Rent" (as defined below) collected therefor. In addition, Tenant
agrees to be fully responsible for the payment of documentary stamps, if any,
due pursuant to this Lease. Tenant shall also be responsible for and shall pay
before delinquency all municipal, county or state taxes assessed during the Term
of this Lease against any occupancy interest or personal property of any kind,
owned by or placed in, upon or about the Demised Premises by Tenant.

         4. ADDITIONAL RENT. In addition to paying the Base Rent specified in
Section 3 hereof, Tenant shall pay as "Additional Rent" the amounts described in
this Section 4. The Base Rent and Additional Rent are sometimes hereinafter
collectively referred to as the "RENT."

                  A. Tax Amount - Beginning with the expiration of the "Tax Base
Period" (as defined below) and continuing throughout the remainder of the Term,
Tenant shall pay to Landlord, as Additional Rent, an amount ("TAX AMOUNT") equal
to Tenant's Proportionate Share of the Taxes for each Tax Year in excess of the
Taxes (the "TAX BASE") for the calendar year identified on EXHIBIT "B" attached
hereto (the "TAX BASE PERIOD"). In addition, if the day following the expiration
of the Tax Base Period is not the first day of the first whole Tax Year
occurring during the Term, then (without otherwise affecting the Tax Amount
payable during such first Tax Year) the Tax Amount payable by Tenant for such
period occurring until the start of such first Tax Year shall be an additional
amount equal to the Tax Amount due during such first Tax Year prorated (to
account for such partial period) on the basis by which the number of days
actually occurring during such partial period until the start of such first Tax
Year bears to 365. Likewise, if this Lease expires or is terminated on a day
other than the last day of a Tax Year, then the Tax Amount payable by Tenant
during the year in which this Lease expires or is terminated shall also be
prorated (to account for such partial period) on the basis by which the number
of days of the Term (including the date on which the Lease expires or is
terminated) falling within such Tax Year bears to 365. The Tax Amount for each
Tax Year (or partial period, as discussed above) shall be paid in monthly
estimated installments during such Tax Year (or partial period, as discussed
above) on the first day of every month, in advance, or as may otherwise be
directed by Landlord, without notice, demand, offset or abatement, as indicated
below. The amount of the estimated monthly installments shall be estimated and
adjusted from time to time by Landlord by written notice to Tenant. Upon receipt
by Landlord of bills for Taxes for a Tax Year, Landlord shall furnish Tenant
with a written statement of the total estimated installments paid by Tenant for
such Tax Year and the actual Tax Amount for such Tax Year (the "RECONCILIATION
TAX NOTICE"). Tenant shall pay any deficiency as shown on such statement to
Landlord within fifteen (15) days after delivery of such statement. Any excess
payment by Tenant shown on such statement shall be credited against payments
next due from Tenant or, if no such payments are next due, such excess payment
shall be refunded to Tenant. Also, in addition to all Base Rent and Additional
Rent payable pursuant to this Lease, Tenant shall also pay to Landlord, as
Additional Rent, within fifteen (15) days after Landlord delivers a statement
therefor to Tenant, Tenant's Proportionate Share of all commercially reasonable
fees and costs (including without limitation the fees and all disbursements of
attorneys, third party consultants, experts and others) incurred by Landlord in
seeking to obtain a reduction or a limit on the increase in any Taxes,
regardless of whether any reduction or limitation is obtained.

                  B. Electricity Amount - Tenant acknowledges that its cost for
electricity utilized at the Premises ("ELECTRICITY AMOUNT") is already included



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as part of the "Operating Expense Amount" (as discussed below) (except as
provided for herein). Landlord shall furnish to Tenant, through transmission
facilities installed in the Center, alternating electric current to be used by
the Tenant in, or in connection with, ordinary lighting and the operation of
light office equipment and the usual small business machines as is normally used
in connection with the operation of a business office, including Xerox or other
copying machines, desktop personal computers (with such lighting and equipment
being hereinafter called "ORDINARY EQUIPMENT") used during Normal Business
Hours, and based upon an assumption that Landlord is providing an average
connected load not to exceed 4-1/2 watts of electricity for all purposes per
rentable square foot located within the Demised Premises. Landlord may furnish
and install all lighting tubes, ballasts, lamps and bulbs used in the Demised
Premises and Tenant shall pay, promptly upon demand, Landlord's reasonable
charges therefor.

         Landlord shall not be liable to Tenant (or to any other party) for any
loss or damage or expense which Tenant (or any other party) may sustain or incur
if either the quantity or character of electric service is changed or is no
longer available or suitable for Tenant's (or any other parties') requirements.
Tenant covenants and agrees that (a) its use of electric current, including the
use of electricity in connection with the operation of Ordinary Equipment (or
any other equipment) shall never exceed the capacity of any of the electrical
conductors, feeders and/or equipment to, or at, the Center and/or the risers or
wiring thereof, and (b) neither any Ordinary Equipment, nor any other equipment,
will ever be utilized at the Demised Premises if such use (or manner of use)
will violate any applicable law or insurance regulation. Tenant shall not make
or perform, or permit the making or performing of, any alterations to wiring
installations or other electrical facilities in or serving the Demised Premises
or the Center, nor shall Tenant connect any electrical equipment to the Center's
electric distribution system (other than Ordinary Equipment) without, in any
such event, first obtaining Landlord's prior written consent. As a condition to
granting any such consent, Landlord may require that Tenant agree to an increase
in the Electricity Amount by an amount which will reflect the value to Tenant of
the additional service to be furnished by Landlord, that is, the potential
additional electric current to be made available to Tenant. If Landlord and
Tenant cannot agree thereon, such amount shall be determined by a reputable
independent electrical engineer or consultant, to be selected by Landlord and
paid equally by both parties. The findings of the consultant or engineer in all
such instances shall be conclusive upon the parties. When the amount of such
increase is so determined, the parties shall execute and exchange an agreement
supplementary hereto to reflect the increase in the amount of the Electricity
Amount, effective from the date such additional service is made available to
Tenant, but such increase shall be effective from such date even if such
supplementary agreement is not executed. Any riser (or risers) and/or any other
equipment to supply Tenant's electrical requirements, upon written request of
Tenant, will be installed by Landlord, at the sole cost and expense of Tenant to
the extent such cost and expenses are commercially reasonable (and payable to
Landlord by Tenant upon demand) if, in Landlord's sole judgment, the same are
necessary and will not cause permanent damage or injury to the Center or Demised
Premises, or cause or create a dangerous or hazardous condition, or entail
excessive or unreasonable alterations, repairs or expense, or interfere with or
disturb other tenants or occupants. In addition to the installation of such
riser (or risers), Landlord may also, at the sole cost and expense of Tenant, to
the extent such cost and expenses are commercially reasonable (which costs shall
be payable to Landlord by Tenant upon demand), install all other equipment
proper and necessary in connection therewith subject to the aforesaid terms and
conditions.

         In addition, the Electricity Amount is based upon Landlord's assumption
that Tenant will use electrical energy only during Normal Business Hours in
connection with Ordinary Equipment at the Demised Premises and based upon an
assumption that Landlord is providing an average connected load not to exceed
4-1/2 watts of electricity for all purposes per rentable square foot located
within the Demised Premises. Accordingly, any installation and/or use of
equipment other than Ordinary Equipment, and/or any connected load and/or energy
usage by Tenant or any other party in excess of the foregoing, and/or any
electrical usage consumed at or benefiting in any way the Demised Premises in
connection with equipment other than Ordinary Equipment, shall result in the
Electricity Amount being equitably adjusted to reflect the resulting increase in
such use. Landlord shall furnish a statement of Landlord's determination as to
the amount of the adjustment, and the same shall become binding upon the parties
unless, within fifteen (15) days, Tenant notifies Landlord in writing that it




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disputes the amount of such adjustment, in which event the parties shall in good
faith make reasonable attempts to come to agreement and, if Landlord and Tenant
cannot agree thereon, the amount of such adjustment shall be determined by an
independent electrical engineer or consultant selected by Landlord. Tenant shall
permit such consultant to have access to the Demised Premises and Tenant's
electrical facilities for the foregoing purpose at all times (and Tenant shall
cooperate with such consultant or engineer and shall promptly provide copies of
records, purchase orders and the like as such consultant shall request to aid in
such determination). The fee of such consultant or engineer shall be paid by
Tenant, unless such consultant or engineer finds that Tenant's use does not
justify an increase in the Electricity Amount, in which case the fee shall be
paid by Landlord. The findings of the consultant or engineer shall be binding
and conclusive upon the parties. When the amount of such adjustment is so
determined, Landlord and Tenant shall execute a supplementary agreement to
reflect such adjustment, which shall be effective from the date of the increase
of such usage as determined by such electrical consultant and be made
retroactively, if necessary. Any adjustment shall be effective even if such
supplementary agreement is not executed and delivered. Pending the determination
of the adjustment, Tenant shall pay to Landlord the amount of such adjustment as
specified in Landlord's statement.

         Landlord reserves the right, at any time upon thirty (30) days' written
notice, to change its method of furnishing of electricity to Tenant to a
submetering basis (whereby Tenant shall then reimburse Landlord in accordance
with the rules established by Landlord for its costs, charges and expenses as
reflected on said submeter(s) in lieu of the Electricity Amount (which amount
shall thereafter be excluded from Operating Expenses) otherwise payable pursuant
to this subparagraph), or vice versa, or to change to the distribution of less
than all the components of the existing service to Tenant. Landlord also
reserves the right to terminate the furnishing of electricity on any basis, at
any time, upon thirty (30) days' written notice to Tenant, in which event Tenant
may make application directly to the public utility and/or other providers for
Tenant's entire separate supply of electric current and Landlord shall permit
its wires and conduits, to the extent available and safely capable, to be used
for such purpose, but only to the extent of Tenant's then authorized load. Any
meters, risers or other equipment or connections necessary to furnish
electricity on a submetering basis or to enable Tenant to obtain electric
current directly from such utility and/or other providers shall be installed at
Tenant's sole cost and expense. Only rigid conduit or electricity metal tubing
(EMT) will be allowed. Landlord, upon the expiration of said thirty (30) days'
written notice to Tenant, may discontinue furnishing the electric current, but
this Lease shall otherwise remain in full force and effect.

                  C. Operating Expense Payment - Beginning with the expiration
of the "Operating Expense Base Period" (as defined below) and continuing
throughout the remainder of the Term, Tenant shall also pay Landlord, as
Additional Rent, an amount (the "OPERATING EXPENSE AMOUNT") equal to Tenant's
Proportionate Share of the Operating Expenses for each calendar year, and
partial calendar year, in excess of the Operating Expenses (the "OPERATING
EXPENSE BASE") for the calendar year identified on EXHIBIT "B" attached hereto.
(the "OPERATING EXPENSE BASE PERIOD"). Notwithstanding anything to the contrary
contained above, the amount of Controllable Operating Expense (herein defined)
included in determining the Operating Expense Amount for each calendar year
after the Base Operating Expense Period during the Primary Term, but
specifically excluding the Renewal Term (as both such terms are defined below)
may not exceed the COE Cap (herein defined) for such calendar year. As used
above, the "COE CAP" for each calendar year shall be determined as follows: (i)
for the first calendar year after the Operating Expense Base Period, the COE Cap
shall be an amount equal to 1.06 (i.e. 106%) multiplied by the Operating Expense
Base; and (ii) for each subsequent calendar year, the COE Cap shall be an amount
equal to 1.06 multiplied by the COE Cap for the immediately preceding calendar
year. As used above, "CONTROLLABLE OPERATING EXPENSES" shall mean all Operating
Expenses other than: insurance premiums, cost of utilities (including
electricity), costs to provide security services, union costs and costs to
comply with changes in applicable law and/or insurance regulations. Tenant's
payment of the Operating Expense Amount for each full calendar year and partial
calendar year shall be paid in monthly installments on the first day of each
calendar month, in advance, without notice, demand, offset or abatement, in an
amount estimated by Landlord from time to time. Landlord shall have the right,
at any time and from time to time during each calendar year, by notice to
Tenant, to change said estimate based on changed circumstances, additional facts
previously unknown to Landlord or for any other reason. Subsequent to the end of
each full calendar year, or partial calendar year (as applicable), Landlord
shall notify (the "RECONCILIATION OPERATING EXPENSE NOTICE") Tenant of Tenant's
actual Operating Expense Amount for such full calendar year or partial calendar
year. If the payment made by Tenant pursuant to this paragraph for any full or
partial calendar year shall be less than the actual amount due from Tenant for



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<PAGE>   9


such year as determined by the foregoing formula and as shown on such notice,
Tenant shall pay to Landlord the difference between the amount paid by Tenant
and the actual amount due, within fifteen (15) days after receipt of such
notice. If the total Operating Expense Amount paid by Tenant for any full or
partial calendar year shall exceed the actual amount due from Tenant for such
full or partial calendar year, and provided Tenant is not otherwise in default
under this Lease, such excess shall be credited against the next payment for
Operating Expenses due from Tenant to Landlord pursuant to this paragraph. If
the day following the expiration of the Operating Expense Base Period is a day
other than the first day of the calendar year, or if the Term shall end on a day
other than the last day of the calendar year, then Tenant's Operating Expense
Amount for such partial year shall be billed and adjusted on the basis of such
fraction of a calendar year, provided that the amount which Tenant shall owe
shall be the total Operating Expenses as aforesaid for the full period for which
such year-end calculation is made, pro-rated for that portion of the Term which
occurs during such full period (but without regard to the actual expenditures
incurred during such actual pro-rated period). Landlord's failure to ever
request or require the payment by Tenant of any sums pursuant to this provision,
or otherwise fail to deliver any notice to Tenant pursuant to this provision,
shall never operate as a waiver against Landlord, and such sums shall continue
to be owed by Tenant until paid. The terms of this provision shall expressly
survive the termination or expiration of this Lease.

                  D. Miscellaneous - All amounts due under this Section as
Additional Rent shall be payable in the manner and at such place as Base Rent
provided for in Section 3 hereof (except as otherwise indicated above). Tenant
agrees that the Tax Amount, the Electricity Amount and the Operating Expense
Amount, as applicable, from time to time computed by Landlord shall be final and
binding for all purposes unless, within sixty (60) days after Landlord sends the
applicable Reconciliation Tax Notice, or the Reconciliation Operating Expense
Notice, as applicable, Landlord receives from Tenant written notice (i)
disputing the accuracy of specific matters included in such notices (such
amounts the "DISPUTED AMOUNT"), (ii) designating an attorney or accountant,
reasonably acceptable to Landlord, and appointed by Tenant ("TENANT'S
REPRESENTATIVE"), at Tenant's sole cost and expense, to review the accuracy of
the Disputed Amount with Landlord and/or its designated representatives and
(iii) confirming that, other than the Disputed Amount, the Tax Amount,
Electricity Amount and Operating Expense Amount set forth on all notices
previously delivered by Landlord shall not be subject to adjustment, and
agreeing to pay upon demand all of Landlord's costs and expenses in connection
with such review, including without limitation all attorneys', fees and
accountants' fees, unless as a result thereof, the Disputed Amount is
demonstrated to reflect an error in excess of four percent (4%) of the total
amount actually due from Tenant as Additional Rent during the calendar year in
question. Landlord shall, upon reasonable prior notice and during regular
business hours provide Tenant's Representative with access, at the main business
office of Landlord or its managing agent, to its books and records to the extent
relating to the Disputed Amount, provided, however, Landlord reserves the right
to have its agents present during such review. Tenant agrees that it may not
engage an accountant or attorney that will be compensated based upon a
percentage of reduction realized. Landlord hereby agrees, in the event Landlord
timely and properly receives such notice from Tenant, to cooperate in completing
such review and refunding any portion of the Disputed Amount (to the extent
Tenant is not then in default under this Lease) which exceeds the amount
actually due from Tenant. Pending the determination of the Disputed Amount,
Tenant shall pay the Tax Amount, the Electricity Amount and the Operating
Expense Amount in accordance with the applicable notice prepared by Landlord,
without prejudice to Tenant's position. Without limitation on other obligations
of Tenant which shall survive the expiration of the Term, Tenant's obligation to
pay the Additional Rent provided for in this Section 4 accrued but not paid for
periods prior to the expiration or termination date of the Term shall survive
such expiration or termination.

         5. APPROVED PLANS/LANDLORD'S WORK/COMMENCEMENT DATE. Attached to this
Lease as EXHIBIT "A-2" is the approved plan (the "APPROVED PLANS") setting forth
in detail the nature of the work and those specifications for the standard
improvements and finishes to be utilized by Landlord in connection with the
"Landlord's Work" (as defined below). The parties expressly acknowledge that
Landlord may, as Landlord deems appropriate but without being required to do so,
make whatever changes to the Approved Plans in connection with the performance
of the Landlord's Work in order to satisfy any and all laws, rules and
ordinances and/or to account for any structural or mechanical elements present
in the Center (including, without limitation, the Demised Premises) and/or any
other modifications desired by Landlord which do not otherwise materially alter
the Approved Plans. Landlord shall provide Tenant with a notice of any material
structural changes to the Approved Plans made on the authority of the preceding
sentence and, if any such changes will result in a material change in the



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<PAGE>   10


configuration of the Premises from the configuration provided for in the
Approved Plans, Tenant shall have the opportunity to review and approve such
changes, (such approval not to be unreasonably conditioned, withheld or delayed,
(and any resulting delay from Tenant's review shall be a Tenant Delay (herein
defined). Landlord agrees to perform work (the "LANDLORD'S WORK") in the Demised
Premises in substantial accordance with the Approved Plans (subject to changes
which Landlord may, in its sole discretion, make from time to time, as discussed
above) and in accordance with a time schedule and phases as determined by
Landlord (and, in this regard, Tenant hereby acknowledges that Tenant has
requested Landlord to allow Tenant access to the Demised Premises prior to
Landlord's completion of Landlord's Work and, therefore, Tenant fully
understands and is aware that, in doing so, the completion of Landlord's Work
may be altered as a result and Tenant may experience interference with its
normal business operation, and Tenant hereby understands and accepts the same).
Tenant hereby acknowledges and agrees that, except solely for the Landlord's
Work, Landlord is not responsible for any other construction or alterations to
the Demised Premises or otherwise and, in this regard, except for the Landlord's
Work, Tenant is otherwise taking the Demised Premises in "AS IS" condition.

                  Upon substantial completion of the Landlord's Work (except for
"punch-list" items), Landlord shall notify Tenant and, upon the giving of such
notice, it shall be conclusively presumed that the Landlord's Work is in
satisfactory condition in all respects and has been accepted by Tenant in "AS
IS" condition (except for "punch-list" items to which Tenant has given written
notice to Landlord within five (5) days after Landlord notifies Tenant of
substantial completion of the Landlord's Work). As used herein, the Landlord's
Work shall be deemed "SUBSTANTIALLY COMPLETED" on the earlier of: (i) the date
that Landlord has completed the Landlord's Work substantially in accordance with
the Approved Plans, as the same may be modified or altered from time to time by
Landlord, as discussed above (subject to punchlist items which remain to be
performed, which punchlist items will not materially and adversely interfere
with the use of the Demised Premises); and (ii) the date on which Landlord's
Work would have been substantially completed but for "Tenant Delay". As used
herein, the term "TENANT DELAY" shall mean any delay caused in whole or material
part by Tenant or any of Tenant's employees, officers, licensees, contractors,
or any other party under Tenant's control (individually or collectively, the
"TENANT PARTIES"): (a) the performance by Landlord, at Tenant's request, work
not expressly and originally specified in the Approved Plans or in a manner
inconsistent with the Approved Plans and/or (b) requesting Landlord to provide
any build-out or finish in the Demised Premises, or otherwise, (and/or the
performance or providing of any such build-out or finish by Landlord) in excess
of or different from the improvements or finishes described in the Approved
Plans, and/or (c) ordering or causing the stoppage or slow down of the
performance of the Landlord's Work for any reason, and/or (d) interfering with
Landlord's performance of the Landlord's Work, and/or (e) failing to fully
comply with any of the terms set forth in this Lease, and/or (f) failing to
timely pay Landlord the "Reimbursement Costs" (as defined below) whereby
Landlord then does not start, or ceases, the Landlord's Work. Nothing contained
in the foregoing is intended to constitute an obligation or agreement by
Landlord to perform any Work in excess of, or in a manner inconsistent with, the
Approved Plans and Landlord shall have no such obligation.

                  The Commencement Date of this Lease shall be the later of
March 15, 2001 and date on which Landlord's Work is, or is deemed to be,
substantially completed. Once the Commencement Date is established and/or
occurs, Tenant shall execute an instrument upon demand confirming such date, if
so desired by Landlord, which instrument shall be consistent with the form set
forth as SCHEDULE "1" attached to this Lease. In the event that the Commencement
Date has not occurred on or prior to May 2, 2001 as a result of Landlord's
failure to substantially complete Landlord's Work (other than as a result of
Tenant Delays) by such date, the Base Rent Abatement (as defined on EXHIBIT "B")
shall be extended for one day for each day after May 2, 2001 through and
including the date that Landlord's Work is, or is deemed to be, substantially
completed. The provisions of SECTION 31(N) of this Lease shall not apply to
extend the dates set forth in the preceding sentence.

                  Tenant hereby acknowledges and agrees that Landlord shall be
responsible for a maximum allowance not to exceed One Hundred Sixty Thousand Two
Hundred Sixty And No/100 Dollars ($160,260.00) (the "ALLOWANCE") for costs and
expenses incurred in connection with or associated in any manner with
construction, installation and/or performance of Landlord's Work (collectively,
the "REIMBURSEMENT WORK"), which costs and expenses include, but shall not be
limited to, the fees and expenses incurred in preparing or modifying Tenant's
space plan (if applicable), the Approved Plans, the cost of all labor and
materials involved therewith, all permitting costs and expenses, obtaining any




                                       8
<PAGE>   11


required building and other permits and approvals and the certificate of
occupancy (if applicable), all hard and soft costs, all costs and expenses
incurred in obtaining and reviewing the construction bids (if any), consulting
fees, construction management services, and architectural and engineering
services. In the event the cost of the Reimbursement Work exceeds the Allowance,
Tenant hereby acknowledges and agrees that Tenant is and shall remain
responsible for 100% of all costs and expenses (the "REIMBURSEMENT COSTS") in
excess of the Allowance incurred by Landlord for the Reimbursement Work, which
will be payable by Tenant in good and immediately available U.S. funds as
follows. In this regard, if Tenant is responsible for Reimbursement Costs,
Landlord shall submit to Tenant, at one time or from time to time (including,
without limitation, prior to Landlord commencing Landlord's Work if so desired
by Landlord), either a bill or invoice prepared by Landlord demanding payment of
the Reimbursement Costs and showing the amount of the Reimbursement Costs and/or
invoices and/or draw requests issued by the applicable contractor(s),
supplier(s) and/or materialmen, (individually or collectively, the "BILL(S) OR
INVOICE(S)") for the Reimbursement Work. Within five (5) days after Landlord
delivers the applicable Bill(s) or Invoice(s) to Tenant, Tenant shall pay to
Landlord, and from time to time as subsequent Bill(s) or Invoice(s) are
delivered to Tenant, as applicable, as additional rent, a sum equal to the
amounts evidenced or requested by such Bill(s) or Invoice(s) in excess of the
Allowance, until the entire Reimbursement Costs have been paid in full to
Landlord by Tenant.

                  If all or any portion of the Reimbursement Costs are not
timely paid as set forth above, time being of the essence, it shall
automatically be considered a default under the Lease by Tenant, without the
necessity of notice to Tenant, in which event Landlord, in addition to all
rights and/or remedies to which Landlord is entitled under the Lease, at law
and/or in equity (which rights may be exercised individually or cumulatively by
Landlord), shall be entitled (at Landlord's option) to not begin work (or, if in
Landlord's sole discretion, work has begun, then to cease work) on the
Landlord's Work without being in default until the applicable portion of the
Reimbursement Costs are paid in full and, also, to charge Tenant interest equal
to the highest rate then allowed by law on the unpaid portion of the
Reimbursement Costs, which interest shall begin to accrue on the date Tenant
fails to make any such payment and continuing until such sum has been paid in
full.

                  Tenant further acknowledges and agrees that Landlord is
permitted to perform the Landlord's Work at any time (and that Landlord, and all
agents, employees, contractors and invitees of Landlord, shall have full
unobstructed access to the Premises at all times in order to perform such work
and without interference by Tenant) and that, in no event, shall Tenant ever be
entitled to, nor shall Tenant receive, any abatements, reductions or credits
against Base Rent or any other sums due and payable under the Lease as a result
thereof and Tenant hereby further agrees that the Landlord's Work is being done
at Tenant's request.

         6. USE OF PREMISES. The Premises shall be used and occupied for the
sole purpose of conducting the business described in EXHIBIT B, and for no other
purposes whatsoever.

         7. CONDITION OF PREMISES. Tenant has fully inspected the Demised
Premises, is fully familiar with the condition thereof and agrees to take
possession of the same in their present, "AS IS" condition, except solely for
Landlord's Work as expressly set forth in paragraph 5 above, if any. Tenant
shall perform all necessary or desirable work in connection with preparing the
Demised Premises for its initial occupancy at its sole cost and expense and in
conformity to the requirements contained in Section 10 of this Lease, except
solely for Landlord's Work as expressly set forth in paragraph 5 above, if any.
No promise of the Landlord to alter, remodel or improve the Premises or the
Center and no representation respecting the condition of the Premises have been
made by the Landlord to the Tenant, except solely for Landlord's Work as
expressly set forth in paragraph 5 above, if any.

         8. SERVICES, INTERRUPTION, UTILITIES.

                  A. Services.

                           (1) Subject to the terms and limitations set forth
elsewhere in this Lease and electrical payments to be paid for by Tenant as
noted above, electrical service provided to the Premises shall be in accordance


                                       9
<PAGE>   12

with the provisions discussed above for lighting the same and for the operation
of Normal Office Equipment.

                           (2) Landlord shall provide air-conditioning ("AC") to
the Premises (at temperatures and in amounts sufficient to maintain a reasonably
comfortable working environment consistent with the conditions provided by
landlords in office buildings similar in size, nature and quality of the
Building and located in the same geographic region as the Building, through the
presently existing equipment and facilities servicing the floor of the Building
of which the Premises forms a part, for normal office usage during such periods
as Landlord may from time to time so designate in each year during the Term of
this Lease during Normal Business Hours, subject to such reduced hours or
amounts as may be required by applicable ordinances, laws, statutes, rules,
regulations or requirements. Tenant shall reimburse Landlord, in accordance with
Article 4 of this Lease, for electricity consumed by such equipment and
facilities, wherever located, in providing AC to the Premises. The type and
capacity of AC equipment and facilities either existing or chosen by Landlord to
service the Premises is subject solely to Landlord's decision and such equipment
and facilities shall be sized in capacity to accommodate normal office usage and
occupancy density. Tenant further agrees that neither Tenant, nor its agents,
employees, contractors or invitees shall at any time tamper with, adjust or
touch or otherwise in any manner affect such mechanical installations or
thermostat(s). Tenant at all times agrees to cooperate fully with Landlord and
to abide by the rules, regulations and requirements which Landlord may prescribe
for the proper functioning and protection of the AC system. Landlord reserves
the right to suspend the operation of all AC equipment and facilities at any
time that Landlord, in its commercially reasonable judgment, deems it necessary
to do so for reasons such as repairs, accidents, emergencies or any situation
arising in the Premises or the Center which has an adverse affect, either
directly or indirectly, on the operation of such AC equipment and facilities,
and Tenant agrees that any such suspension in the operation of the AC equipment
and facilities may continue until such time as the reason causing such
suspension has been remedied, and that Landlord shall not be held responsible or
be subject to any claim by Tenant (or any other party) due to such suspension.
Tenant further agrees that Landlord shall have no responsibility or liability to
Tenant (or any other party) if operation of the AC equipment and facilities is
prevented by strikes or accidents, or by the orders or regulations of any
federal, state, county or municipal authority, or by failure of the equipment
and facilities or electrical current, steam and/or water or other required power
source and/or for any other reason whatsoever. Further, Tenant agrees to lower
and keep closed the venetian blinds or other window coverings in the Premises
whenever required for the proper operation of the AC. In the event that, as a
result of the gross negligence or intentional misconduct of Landlord or any
agent or employee of Landlord (to the extent acting within the scope of such
agency or employment), AC service is unavailable for a period of seven (7)
consecutive business days after notice (and provided Tenant is not then in
default) Tenant's obligation to pay Base Rent shall abate until AC Service is
restored.

                  Also, if Tenant wishes for AC to be provided to the Premises
(which shall be at temperatures and in such amounts as selected by Landlord)
during hours other than Normal Business Hours, Tenant shall comply with such
advance written notice and other requirements which Landlord may from time to
time impose. In addition to all other sums payable by Tenant under this Lease,
Tenant shall also pay to Landlord, as Additional Rent, an amount ("ADDITIONAL AC
AMOUNT") equal to the sum stated in EXHIBIT B attached hereto, which payment
shall be made to Landlord within ten (10) days after such service was provided
to Tenant or as may otherwise be directed by Landlord, without notice, demand,
offset, reduction or abatement.

                           (3) Landlord, at Landlord's expense, shall cause the
Premises (excluding any portion of the Premises used for storage, preparation,
service or consumption of food or beverages, if so allowed) to be kept clean in
building standard manner. Further, Tenant shall pay to Landlord, as Additional
Rent, upon demand, Landlord's charges for cleaning work in the Premises or the
Center required because of (i) misuse or neglect on the part of Tenant or its
agents, employees, contractors, licensees or invitees, (ii) use of portions of
the Premises for the storage, preparation, or consumption of food or beverages,
reproduction, data processing or computer operations, private lavatories or
toilets, or other special purposes generally requiring greater or more difficult
cleaning work than office areas, (iii) interior glass surfaces, (iv)
non-Building standard materials or finishes installed by Tenant or at Tenant's
request, (v) increases in frequency or scope in any of the items above building
standard manner which have been required by Tenant, and/or (vi) the use of the



                                       10
<PAGE>   13


Premises by Tenant or others after Normal Business Hours. Landlord and its
cleaning contractor and their employees and invitees shall have access to the
Premises at all times and shall have the use of Tenant's light, power and water
in the Premises, without charge therefor, as may be required for the purposes of
cleaning the Premises. Nothing set forth above, however, shall ever be
interpreted as ever modifying or expanding any of the "use," or limiting any
other Tenant restrictions which may be set forth elsewhere in this Lease. Also,
if Tenant desires to cause any additional cleaning to be performed in addition
to the building standard cleaning, Tenant shall engage Landlord's designated
contractor. Tenant shall pay Landlord for any above building standard cleaning
services within thirty (30) days after Tenant receives a bill for such
service(s) and the amount of such bills shall be deemed to be, and shall be paid
by Tenant to Landlord as, Additional Rent.

                  In addition, Tenant shall take all necessary and prudent
steps, and shall cause all of its employees, agents, contractors and invitees to
observe such additional rules, regulations and requirements as may, from time to
time, be imposed or enacted by Landlord with respect to rubbish removal and
cleaning requirements as are, in Landlord's reasonable judgment, necessary to
ensure that such rubbish removal and cleaning services are performed without
additional cost or expense to Landlord in accordance with applicable ordinances,
laws, statutes or other rules, regulations or requirements. Tenant shall
indemnify and hold Landlord harmless from and against any and all loss, cost,
liability or expense of any kind or nature incurred by Landlord as a result of
the Tenant's failure to comply, or cause its employees, agents, contractors or
invitees to comply, with all such rules, regulations and requirements as may be
imposed or enacted by Landlord in connection herewith, as discussed above.

                  B. Interruption of Services - Other than to the extent
expressly provided for in this Article above, Landlord shall not be required to
provide any other services or utilities to the Premises, although Landlord
reserves the option to do so and, should Tenant elect to receive such additional
services, charge a reasonable amount therefor to Tenant as Additional Rent (but
Tenant shall not rely on any expectation that Landlord will do so). Further, and
in addition to those provisions provided elsewhere in this Lease, Tenant agrees
that Landlord shall not be liable in damages (consequential or otherwise), by
abatement of Rent or in any manner whatsoever, if Tenant is unable to secure
electricity, gas, water, or other fuel at the Center for any reason whatsoever
and/or if electrical service, AC or any other utility or service is interrupted
or is not provided to the Premises or the Center for any reason, and such
failures or delays shall never be deemed to constitute an eviction or
disturbance of the Tenant's use and possession of the Premises or relieve the
Tenant from paying Rent or performing any of its obligations under this Lease.
Furthermore, except as expressly provided herein, Landlord shall have no
liability to Tenant or any other party for any damages (consequential or
otherwise), by abatement of Rent or in any manner whatsoever arising out of any
such inability to secure any such service or services. In addition, Tenant
agrees that, except as expressly provided herein, Landlord shall not in any way
be liable or responsible to Tenant or any other party for any loss, damage, or
expense of any kind that Tenant or any other party may sustain or incur if
either the quantity or character of AC, electrical (or any other) service is
changed, is no longer available, or is unsuitable for Tenant's or any other
party's requirements; unless such service is interrupted as the result of a
grossly negligent or intentionally wrongful act of Landlord or an employee or
agent of Landlord (acting within the scope of such employment or agency) and
remains unavailable for seven (7) consecutive business days after notice to
Landlord, in which event, Tenant's obligation to pay Base Rent shall abate
following such seven (7) day period until the affected service is restored.

                  C. Utilities - In addition to electricity service (and other
services) to be paid for by Tenant as noted above, Tenant shall also pay for all
other utilities (and, if so desired by Landlord, Tenant shall install meter(s),
at Tenant's own expense) (other than to the extent as may be expressly provided,
if at all, in this Article above) furnished to or used in connection with the
Premises for any purpose whatsoever during the Term, promptly as each thereof
shall become due and payable. Additionally, Tenant shall pay directly to the
appropriate utility all connection, metering and other fees assessed.

         9. REPAIRS. Subject to the terms of Section 13 hereof, Tenant will at
Tenant's own expense, keep the Premises in good order, repair and condition at
all times during the Term. Tenant shall promptly and adequately repair all
damage to the Premises and replace or repair all damaged or broken fixtures and
appurtenances, under the supervision and subject to the approval of the
Landlord, and within any reasonable period of time specified by the Landlord. If
the Tenant does not do so following notice and such reasonable period of time
(provided, no notice or cure period shall be required in the event of an



                                       11
<PAGE>   14

emergency), Landlord may, but need not, make such repairs and replacements, and
Tenant shall pay Landlord the cost thereof, including an amount sufficient to
reimburse Landlord for overhead and related expenses, forthwith upon being
billed for same and such amounts shall be deemed to be additional Rent due
hereunder. Landlord may, but shall not be required to, enter the Premises at all
reasonable times to make such repairs, alterations, improvements and additions
as Landlord shall desire or deem necessary to the Premises or to the Center or
to any equipment located in the Center or as Landlord may be required to do by
governmental authority or court order or decree.

         10. ADDITIONS AND ALTERATIONS; SECURITY AGREEMENT; HOMESTEAD WAIVER.

                  A. Tenant shall not, without the prior written consent of
Landlord, make any alterations, improvements or additions to the Premises. Said
consent shall or may not be unreasonably withheld only if such alterations,
improvements or additions (i) do not affect the Building's structure or common
systems or mechanical systems or areas, (ii) do not detract from the Building's
appearance from outside of the Premises, (iii) do not otherwise increase any
costs of operating the Center, (iv) do not decrease in any respect the value of
the Center, or (v) are otherwise, in Landlord's reasonable opinion, appropriate
for the uses permitted under this Lease. If Landlord consents to said
alterations, improvements or additions, it may impose such conditions with
respect thereto as Landlord reasonably deems appropriate, including, without
limitation, requiring Tenant to furnish Landlord with security for the payment
of all costs to be incurred in connection with such work, insurance against
liabilities (including, without limitation, all insurance as set forth below, as
well as workman's compensation insurance as may be required by statute and/or
Landlord) which may arise out of such work, and plans and specifications plus
permits necessary for such work. The work necessary to make any alterations,
improvements or additions to the Premises shall be done at Tenant's expense by
contractors hired by Tenant, which contractors shall be pre-approved in writing
by Landlord, acting reasonably (and, also, Tenant shall promptly provide
Landlord with all financial information on such parties as requested by
Landlord). Tenant shall promptly pay to Tenant's contractors when due, the cost
of all such work. Tenant shall also pay to Landlord a reasonable amount (not to
exceed 5% of the total cost of such work) sufficient, in Landlord's reasonable
judgment, to reimburse Landlord for all of its overhead and related expenses
allocable to review of plans and otherwise related to such work, provided,
however, no such fee shall be payable in connection with Landlord's Work (to the
extent set forth on the Approved Plans). Upon completion, Tenant shall deliver
to Landlord evidence of payment, contractors' affidavits and full and final
waivers of all liens for labor, services or materials. Tenant shall defend,
indemnify and hold Landlord and the Land and Center harmless from all damages,
liens, expenses, fines, judgments, penalties and costs related to such work,
(which obligation of Tenant shall survive the expiration or termination of this
Lease). All work done by Tenant or its contractors pursuant to Sections 9 or 10
shall be done in a first-class workmanlike manner using only good and new grades
of materials, shall be done in a manner which does not interfere with or disturb
other tenants or occupants of the Center and shall comply in all respects with
all insurance requirements and all applicable laws and ordinances and rules and
regulations of governmental (as well as quasi-governmental) departments or
agencies (including, without limitation, those applicable to all such work, as
well as those applicable to the operation, occupancy and use of the Demised
Premises). In addition, Tenant shall be solely responsible for timely obtaining
any and all required permits, licenses and approvals in connection with all such
work. If Tenant shall commence construction and then fail to diligently and/or
properly complete the same, Landlord, in addition to any and all other rights or
remedies provided in this Lease, at law and/or in equity, may enter upon the
Demised Premises and complete construction of and improvement to the Demised
Premises, at the Tenant's sole cost and expense, which cost and expense Tenant
agrees to pay to Landlord upon demand, as Additional Rent.

                  B. In addition to all other rights enjoyed by Landlord
hereunder, at law and/or in equity, Tenant hereby grants Landlord a first
security interest in all furniture, fixtures, equipment and other property now
or hereafter brought on or in the Premises by Tenant, which shall serve as
collateral for all of Tenant's obligations under this Lease. This Lease shall
also be deemed to be a security agreement pursuant to the Uniform Commercial
Code. Simultaneously with the execution hereof, and from time to time in the
future, Tenant shall execute and deliver such financing statements as Landlord
may require to perfect such security interest. Further, Tenant hereby expressly
waives and renounces for himself and family any and all homestead and exemption
rights he may now have or hereafter acquire under or by virtue of the
constitution and laws of the State of Florida or of any other state, or of the
United States, as against the payment of Rent or any other obligation or damage
that may accrue under the terms of this Lease. Landlord agrees that, subject to



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<PAGE>   15


any consent or approval required from Landlord's lender, Landlord agrees it
shall not unreasonably condition, withheld or delay its consent to any request
to subordinate the interests granted pursuant to this SECTION 10(B) as to any
specific item or equipment, furniture or fixtures to the lien of any lender or
equipment lessor providing financing to Tenant for such equipment, fixtures or
furniture. Landlord shall have no lien rights under this Paragraph for any such
property brought on the Premises that has been leased to Tenant or that is
otherwise not owned by Tenant (i.e. Xerox machines, postage machines, vending
machines).

                  C. All alterations, improvements and additions to the
Premises, whether temporary or permanent in character, shall without
compensation to Tenant, become Landlord's property at the termination of this
Lease by lapse of time or otherwise and shall be relinquished to Landlord in
good condition, ordinary wear and tear excepted. Notwithstanding the foregoing,
the parties expressly agree that (i) all furniture, trade fixtures and movable
equipment placed in the Premises by Tenant, and any additions, modifications
and/or replacements thereof, shall be and remain Tenant's sole property, now and
in the future, and shall be maintained by Tenant in good condition and repair
unless they shall remain in the Premises following the expiration or sooner
termination of this Lease, in which event, Landlord may, at its election, treat
the same as abandoned property and assume title to the same or any portion
thereof, and (ii) if Landlord provides Tenant with a written request to restore
the Premises to the condition the same is in as of the Commencement Date then,
prior to the end of the Term, Tenant shall cause such restoration to occur in a
good and workmanlike manner and at Tenant's cost and expense.

         11. COVENANT AGAINST LIENS. Tenant has no authority or power to cause
or permit any lien or encumbrance of any kind whatsoever, whether created by act
of Tenant, operation of law or otherwise, to attach to or be placed upon
Landlord's title or interest in the Land, the Building or the Demised Premises.
In order to comply with the provisions of SECTION 713.10 Florida Statutes, it is
specifically provided that neither Tenant, nor any one claiming by, through or
under Tenant, including without limitation, contractors, subcontractors,
materialmen, mechanics and/or laborers, shall have any right to file or place
any mechanics' or materialmen's liens of any kind whatsoever upon the Demised
Premises, the Land, the Building and/or the improvements thereon; and 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
mechanics' 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 said interest or assets. Tenant covenants and agrees not to suffer or
permit any lien of mechanics or materialmen or others to be placed against the
Land, the Building or the Demised Premises with respect to work or services
claimed to have been performed for or materials claimed to have been furnished
to Tenant or the Demised Premises and, in case of any such lien attaching,
Tenant covenants and agrees to cause it to be released and removed of record
within five (5) days of recordation (or such shorter period as may be required
by the holder of any mortgage encumbering all, or any portion, of Landlord's
interest in the and/or Building.)

         In the event that such lien is not released and removed within the time
period provided above, Landlord, at its sole option, may take all action
necessary to release and remove such lien (without any duty to investigate the
validity thereof). Tenant shall promptly upon notice reimburse Landlord for all
sums, costs and expenses (including reasonable attorneys' fees) incurred by
Landlord in connection with any lien described in this section, and the same
shall be deemed to be additional Rent due hereunder.

         12. INSURANCE.

                  A. Waiver of Subrogation - So long as their respective
insurers so permit, Landlord and Tenant each hereby waive any and every claim
for recovery from the other for any and all loss of or damage to the Center or
Premises or to the contents thereof, which loss or damage is covered by valid
and collectible fire and extended coverage insurance policies, to the extent
that such loss or damage is recoverable under said policies. Inasmuch as this
mutual waiver will preclude the assignment of any such claim by subrogation (or
otherwise) to an insurance company (or any other person), Landlord and Tenant
each agree to give to each insurance company which has issued, or in the future
may issue, to either of them policies of fire and extended coverage insurance,
written notice of the terms of this mutual waiver, and to have said insurance
policies properly endorsed, if necessary, to prevent the invalidation of said
insurance coverage by reason of said waiver.




                                       13
<PAGE>   16


                  B. Coverage - Tenant shall carry insurance during the entire
Term insuring Tenant and Landlord as their interests may appear with terms,
coverages and in companies reasonably satisfactory to Landlord, and with such
increases in limits as Landlord may from time to time reasonably request, but
initially Tenant shall maintain the following coverages in the following
amounts:

                           (1) In case of personal injury to or death of any
person or persons, not less than $2,000,000 for each injury or death to a person
and $5,000,000 for each incident involving personal injury or death to persons
and, in case of property damage, not less than $2,000,000 for any one
occurrence; and

                           (2) In case of fire, sprinkler leakage, malicious
mischief, vandalism, and other extended coverage perils, for the full insurable
replacement value of all furniture, fixtures, equipment, merchandise and all
other items of Tenant's property on the Premises.

                           (3) Builder's Risk and other types of liability
insurance to cover Tenant's initial construction or installation of leasehold
improvements, as well as any later alteration of the Demised Premises. This
insurance coverage must be in effect during the entire period of any
construction and must have such limits as Landlord may reasonably require.

                           Tenant shall, prior to the first to occur of
commencement of the Term or commencement of construction by or at Tenant's
direction, furnish to Landlord certificates evidencing such coverage, which
certificates shall be accompanied by complete and accurate copies of the
applicable insurance policies and state that such insurance coverage may not be
changed or canceled without at least thirty (30) days prior written notice to
Landlord and Tenant.

                  C. Avoid Action Increasing Rates - Tenant shall comply with
all applicable laws and ordinances, all orders and decrees of court and all
requirements of other governmental authorities, and shall not directly or
indirectly, make any use of the Premises which may thereby be prohibited or be
dangerous to person or property or which may jeopardize any insurance coverage,
or may increase the cost of insurance or require additional insurance coverage.
In no event shall Tenant permit in the Premises any hazardous wastes or any
flammables such as gasoline, turpentine, kerosene, naphtha and benzine, or
explosives or any other article of intrinsically dangerous nature, and in no
event shall Tenant, its agents, employees or invitees bring any such hazardous
wastes, flammables or other articles into the Center. If by reason of the
failure of Tenant to comply with the provisions of this Section 12C, any
insurance premiums are increased, Tenant shall make immediate payment of the
increased insurance premium and the same shall be deemed Additional Rent due
hereunder.

         13. FIRE OR CASUALTY.

                  A. Restoration/Cancellation Upon Damage - If the Premises
shall be damaged by fire or other casualty and if such damage does not, in
Landlord's commercially reasonable judgment, render all or a substantial portion
of the Premises unsuitable for the conduct by Tenant of routine office
activities therein ("Untenantable"), then Landlord shall repair and restore the
same with reasonable promptness, subject to the terms provided below, as well as
reasonable delays for insurance adjustments and delays caused by matters beyond
Landlord's control. If any such damage renders all or a substantial portion of
the Premises Untenantable, then Landlord shall with reasonable promptness after
the occurrence of such damage estimate the length of time that will be required
to substantially complete the repair and restoration of such damage and shall by
notice advise Tenant of such estimate. If such estimate is that the amount of
time required to substantially complete the repair and restoration of the
Premises will exceed two hundred seventy (270) days from the date such damage
occurred, then either Landlord or Tenant shall have the right to terminate this
Lease as of the date of such damage (without any payment of any kind by Landlord
to Tenant or any other party) upon giving notice to the other at any time within
twenty (20) days after Landlord gives Tenant the notice containing said estimate
(it being understood that Landlord may, if it elects to do so, also give such
notice of termination together with the notice containing such estimate);
provided, however, Tenant shall be entitled to such termination right only if
neither Tenant nor any of its employees, agents, guests, invitees, licensees or
servants was the primary cause of such fire or other casualty.



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<PAGE>   17


         If the Building shall be damaged by fire or other casualty and if such
damage does not render all or a substantial portion of the Building
Untenantable, then Landlord shall repair and restore the same with reasonable
promptness, subject to the terms provided below, as well as reasonable delays
for insurance adjustments and delays caused by matters beyond Landlord's
control; provided, however, Landlord shall not be required to repair and restore
the Building (regardless of whether or not a substantial portion of the Building
was damaged) if Landlord estimates the length of time that will be required to
substantially complete such repair and restoration will exceed two hundred
seventy (270) days from the date such damage occurred if Landlord gives notice
to Tenant of such within thirty (30) days after notifying Tenant of such
estimate, whereby the Lease shall then terminate (without any payment of any
kind by Landlord to Tenant or any other party). If any such damage renders all
or a substantial portion of the Building Untenantable, then Landlord, in
Landlord's sole discretion, (i) may terminate this Lease (without any payment of
any kind by Landlord to Tenant or any other party) or (ii) shall with reasonable
promptness after the occurrence of such damage estimate the length of time that
will be required to substantially complete the repair and restoration of such
damage and shall by notice advise Tenant of such estimate. If Landlord receives
such estimate and such estimate provides that the amount of time required to
substantially complete the repair and restoration of the Building will exceed
two hundred seventy (270) days from the date such damage occurred, then Landlord
shall then also have the right to terminate this Lease upon giving notice to
Tenant at any time within thirty (30) days after Landlord gives Tenant the
notice containing said estimate (it being understood that Landlord may, if it
elects to do so, also give such notice of termination together with the notice
containing such estimate).

         Unless this Lease is terminated as provided for in this Section,
Landlord shall proceed with reasonable promptness to repair and restore the
Premises and the Building (if applicable) within said two hundred seventy (270)
days, subject to reasonable delays for insurance adjustments and delays caused
beyond Landlord's control, but Landlord shall have no liability to Tenant or any
other party, and Tenant shall not be entitled to terminate this Lease, in the
event such repairs and restoration are not in fact completed within the time
period estimated by Landlord, as aforesaid, or within said two hundred seventy
(270) days. Notwithstanding anything to the contrary herein set forth, Landlord
shall have no duty pursuant to this Section 13 to repair or restore any portion
of the alterations, additions or improvements in the Premises or the decoration
thereto. If Tenant wants any other or additional repairs or restoration and if
Landlord consents thereto, the same shall be done at Tenant's expense subject to
all of the provisions of Section 10 hereof.

                  B. Rent Abatement - In the event any such fire or casualty
damage not caused by the act or neglect of Tenant, its employees, agents,
guests, invitees, licensees or servants, renders the Premises untenantable and
if this Lease shall not be terminated pursuant to Section 13A hereof by reason
of such damage, then Rent shall abate during the period beginning with the date
of such damage and ending with the date when Landlord tenders the Premises to
Tenant as being ready for occupancy. Such abatement shall be in an amount
bearing the same ratio to the total amount of Rent for such period as the
portion of the Premises not ready for occupancy from time to time bears to the
entire Premises.

         14. WAIVER OF CLAIMS/INDEMNIFICATION. To the extent not prohibited by
law, Landlord and its officers, agents, servants and employees shall not be
liable for any damage either to person or property or resulting from the loss of
use thereof sustained by Tenant or by other persons due to the Center or any
part thereof (including, without limitation, the Common Areas) or any
appurtenances thereof becoming out of repair, or due to the happening of any
accident or event in or about the Center (including, without limitation, the
Common Areas), or due to act or any neglect of any tenant or occupant of the
Center (including, without limitation, the Common Areas) or of any other person
unless such act was caused by the gross negligence or intentional misconduct of
Landlord or any employee or agent of Landlord (acting within the scope of such
employment or agency) without fault of Tenant or any of the Tenant Parties. This
provision shall apply particularly (but not exclusively) to damage caused by
gas, electricity, frost, steam, sewage, sewer gas or odors, fire, water or by
the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures, and
windows, and shall apply without distinction as to the person whose act or
neglect was responsible for the damage and whether the damage was due to any of



                                       15
<PAGE>   18


the causes specifically enumerated above or to some other cause of an entirely
different kind. Tenant further agrees that all personal property upon the
Premises, or upon loading docks, receiving and holding areas, or freight
elevators of the Center, shall be at the risk of Tenant only, and that Landlord
shall not be liable for any loss or damage thereto or theft thereof. Without
limitation of any other provisions hereof, Tenant agrees to defend, protect,
indemnify and save harmless Landlord from and against all liability, claims,
penalties, fines, judgments, loss, damage, cost or expense arising out of the
acts or negligence of Tenant and its servants, agents, employees, contractors,
suppliers, workmen or invitees, as well as with respect to any default by Tenant
hereunder. The terms of this paragraph shall survive the termination or
expiration of this Lease.

         15. NONWAIVER. No waiver of any provision of this Lease shall be
implied by any failure of Landlord to enforce any remedy on account of the
violation of such provision even if such violation be continued or repeated
subsequently, and no express waiver shall affect any provision other than the
one specified in such waiver and that one only for the time and in the manner
specifically stated. No receipt of monies by Landlord from Tenant after the
termination of this Lease will in any way alter the length of the Term or of
Tenant's right of possession hereunder or after the giving of any notice shall
reinstate, continue or extend the Term or affect any notice given Tenant prior
to the receipt of such monies, it being agreed that after the service of notice
or the commencement of a suit or after final judgment for possession of the
Premises, Landlord may receive and collect any Rent due, and the payment of said
Rent shall not waive or affect said notice, suit or judgment.

         16. CONDEMNATION. If the Land or the Building (or any portion thereof
which includes a substantial part of the Premises or which prevents the
economical operation of the Building or Premises shall be taken or condemned by
any competent authority for any public or quasi-public use or purpose then, in
any such event, if Landlord, in Landlord's sole discretion, so desires, the Term
of this Lease and the term and estate hereby granted shall end upon, and not
before, the date when the possession of the part so taken shall be required for
such use or purpose and without apportionment of the condemnation award. Tenant
shall have no right to share in such award, but may seek its own award for loss
of or damage to Tenant's business or its property resulting from such taking
(provided that such an award to Tenant does not in any way diminish the award
payable to Landlord on account of such taking). If the Lease is terminated, Rent
shall be apportioned as of the date of such termination.

         17. ASSIGNMENT AND SUBLETTING. A. Tenant shall not, without the prior
written consent of Landlord (which consent shall not be unreasonably withheld or
delayed), (1) assign, convey or mortgage this Lease or any interest hereunder;
(2) suffer to occur or permit to exist any assignment of this Lease, or any lien
upon Tenant's interest, involuntarily or by operation of law; (3) sublet the
Premises or any part thereof; or (4) permit the use of the Premises by any
parties other than Tenant and its employees. Without otherwise limiting the
above or any other facts, circumstances or conditions (or similar items) in
which Landlord's consent may also be withheld, it will not be deemed to be
unreasonable for Landlord to withhold or delay its consent to an assignment or
subletting if the proposed new occupant (or the person(s) controlling it, where
applicable): (a) has little or no experience in the business it intends to
operate at the Premises; or (b) has a net worth of less than the greater of (i)
Tenant's net worth at the time of execution of this Lease, (ii) Tenant's net
worth at the time of the subletting or assignment, or (iii) an amount equal to
$500.00 multiplied by the number of square feet of rentable area to be assigned
or sublet; or (c) has been convicted of a felony; or (d) has, within the
previous 7 years, been a debtor under any federal or state bankruptcy or
insolvency law; or (e) has a reputation in the industry for late payments or
nonpayment of rent; or (f) is likely to sully the reputation or aesthetic image
of the Center; or (g) intends to use the Premises for a use not expressly
permitted under this Lease; or (h) intends to conduct a business in the Premises
which is inappropriate for the Center or which is inconsistent with the then
existing mix of tenants in the Center, as determined by Landlord. Landlord's
consent to any assignment, subletting or transfer or Landlord's election to
accept any assignee, sublessee or transferee as the tenant hereunder shall not
release the original Tenant from any covenant or obligation under this Lease,
nor any future assignor or sublessor of its liability under this Lease.
Landlord's consent to any assignment, subletting or transfer shall not
constitute a waiver of Landlord's right to withhold its consent to any future
assignment, subletting or transfer. Tenant shall also pay to Landlord, upon
demand, Landlord's reasonable attorney's and administrative costs and fees in
connection with any transfer and/or preparation or review of any documents in
connection with any such transfer.

                  B. In addition, Tenant shall give Landlord written notice of
any proposed assignment or sublease, which notice shall be accompanied by: (a) a
conformed or photostatic copy of the proposed assignment or sublease, the
effective or commencement date of which shall be not less than sixty (60) nor
more than ninety (90) days after the giving of such notice; (b) a statement
setting forth, in reasonable detail, the identity of the proposed assignee or




                                       16
<PAGE>   19


subtenant, the nature of its business and its proposed use of the demised
premises; and (c) current financial information with respect to the proposed
assignee or subtenant, including its most recent financial report. Such notice
shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's
designee) may, at its option, (i) sublease such space (hereinafter referred to
as the "LEASEBACK SPACE") from Tenant upon the terms and conditions set forth in
the proposed document (if the proposed transaction is a sublease of all or part
of the Premises), except that the sublease shall expressly negate an intention
that the estate created is merged with any other estate held by either party
and, also, such sublessee shall have the unrestricted right to assign or
sublease and to make any alterations in the Leaseback Space (all without
sublessor's consent), (ii) terminate this Lease (if the proposed transaction is
an assignment (other than a proposed assignment to an entity resulting from the
merger of Tenant with, or into, another entity or an entity acquiring all, or
substantially all, of the assets and/or stock of Tenant, in which instance, this
subsection (ii) shall not apply), or a sublease of all or substantially all (as
determined by Landlord) of the Premises), or (iii) terminate this Lease with
respect to only the Leaseback Space (if the proposed transaction is a sublease
of the Premises, and the proposed subletting is for all or substantially all (as
determined by Landlord) of the balance of the Term of this Lease) whereby this
Lease shall end and expire with respect to such part of the Premises on the date
that the proposed sublease was to commence (and from and after such date the
Base Rent and Additional Rent shall be adjusted, based upon the proportion that
the rentable area of the Premises remaining bears to the total Rentable Area of
the Premises, and Tenant shall pay to Landlord, as Additional Rent, within ten
(10) days after Landlord's demand therefor, the costs incurred by Landlord in
physically separating such part of the Premises from the balance of the Premises
and in complying with any laws and requirements of any public authorities
relating to such separation). Said options may be exercised by Landlord by
notice to Tenant at any time within sixty (60) days after such notice has been
given by Tenant to Landlord; and during such sixty (60) day period Tenant shall
not assign this Lease nor sublet such space to any person. If Landlord does not
elect to terminate or sublease, as aforesaid, Landlord may still withhold its
consent to any proposed assignment or subletting in accordance with the
provisions set forth in this Article.

                  C. Tenant acknowledges and agrees that fifty percent (50%) of
any sums or any other economic consideration received by Tenant, or payable to
Tenant, as a result of any assignment, subletting or transfer of the Lease
and/or the Tenant's interest in the Demised Premises and/or Tenant's personal
property fixtures, furniture and equipment located therein, or any part thereof,
whether denominated as rent or otherwise, which exceed, in the aggregate, the
total monthly sums which Tenant is obligated to pay Landlord under this Lease
(pro rated as to any sublease to reflect obligations allocable to that portion
of Demised Premises subject to such sublease) shall be payable monthly to
Landlord, as Additional Rent, under this Lease without affecting or reducing any
other obligation of Tenant hereunder and without offset, abatement, reduction or
demand.

                  D. If Tenant is a corporation or a partnership or a trust or
any other business entity, any change of ownership resulting in a change of
majority control from those persons or entities now having control, will be
deemed an assignment requiring Landlord's consent. (This provision does not
apply if Tenant is currently a publicly traded company, as defined by Federal
Securities Laws.)

                  In addition, (i) transfers of the stock of Tenant to a
corporation into which or with which Tenant is merged or consolidated, or (ii)
an assignment of this Lease to a Related Entity (herein defined) shall not
require Landlord's consent, provided that: (A) the successor to Tenant or
assignee, as applicable, has a net worth, computed in accordance with generally
accepted accounting principles, at least equal to the greater of (x) the net
worth of Tenant immediately prior to such merger, consolidation, or transfer or
(y) the net worth of Tenant herein named on the date of this Lease; (B)
reasonable proof satisfactory to Landlord of such net worth shall have been
delivered to Landlord at least ten (10) days prior to the effective date of any
such transaction; (C) such books and records of the then Tenant as may be
necessary to establish that any assignee or successor claimed by Tenant to be a
Related Entity is in fact a Related Entity shall have been delivered to Landlord
at least ten (10) days prior to the effective date of any such transaction; (D)
the purposes for which such successor to Tenant or assignee shall use the
Demised Premises are limited to uses expressly permitted by this Lease; (E) an
executed duplicate original of the assignment and assumption agreement shall be
delivered to Landlord for review by Landlord and Landlord's counsel, at least
ten (10) days prior to the effective date thereof; (F) in the reasonable
judgment of Landlord, the successor to Tenant or the Related Entity assignee is



                                       17
<PAGE>   20


of a character and reputation such as in keeping with the then standards of
Landlord for the Building and the Center; (G) Tenant or the assignee shall and
will remain fully liable for the payment of the Base Rent and Additional Rent
due and to become due under this Lease and shall not be released from any of its
obligations or liabilities under this Lease and Tenant shall be fully
responsible and liable for all acts or omissions of the assignee; and (H) such
assignee or successor to Tenant, as of the effective date of such assignment,
and all times thereafter, is a Related Entity. Simultaneously with the delivery
of such assignment and assumption agreement, Tenant shall deliver to Landlord a
certified copy of a duly adopted resolution of the board of directors of both
Tenant and the assignee or successor entity, as applicable, in form and content
reasonably satisfactory to Landlord, authorizing the execution, acknowledgment
and delivery of said assignment and assumption agreement, and the transactions
contemplated therein. For the purposes of this Section 17(D), a "RELATED ENTITY"
shall mean any corporation, partnership, joint venture, limited liability
company or other form of business entity that controls, is controlled by, or is
under common control with, Tenant.

         18. SURRENDER OF POSSESSION. Upon the expiration of the Term or upon
the termination of Tenant's right of possession, whether by lapse of time or at
the option of Landlord as herein provided, Tenant shall immediately surrender
the Premises to Landlord in good order, repair and condition, ordinary wear
excepted. All permanent alterations, improvements and additions to the Premises
shall without compensation to Tenant become Landlord's property at the
termination of this Lease by lapse of time or otherwise and shall be
relinquished to Landlord in good condition, ordinary wear excepted, unless
otherwise expressly provided in this Lease. Tenant shall remove all of its
property from the Premises. Tenant agrees to remove at the termination of the
Term or of its right of possession the following items of property: furniture,
trade fixtures, equipment and all other items of Tenant's property or temporary
improvements on the Premises, except for such property which pursuant to the
terms of this Lease, are Landlord's property or in which Landlord enjoys a
security interest, and Tenant shall pay to Landlord upon demand the cost of
repairing any damage to the Premises and to the Center caused by any such
removal. If Tenant is required to but shall fail or refuse to remove any such
property from the Premises, Tenant shall be conclusively presumed to have
abandoned the same, and title thereto shall thereupon pass to Landlord without
any cost either by set-off, credit, allowance or otherwise, and Landlord may at
its option accept the title to such property or at Tenant's expense may (1)
remove the same or any part in any manner that Landlord shall choose, and (2)
store, destroy or otherwise dispose of the same without incurring liability to
Tenant or any other person.

         19. HOLDING OVER. Tenant shall pay to Landlord an amount as Rent equal
to 200% of the Rent in effect for the last month of the Term during each month
or portion thereof for which Tenant shall retain possession of the Premises or
any part thereof after the termination of the Term or of Tenant's right of
possession, whether by lapse of time or otherwise, and also shall pay all
reasonable damages (excluding punitive damages) sustained by Landlord on account
thereof. The provisions of this Section 19 shall not be deemed to limit or
constitute a waiver of any other rights or remedies of Landlord provided herein
or at law.

         20. ESTOPPEL CERTIFICATE. Tenant agrees upon request by Landlord, that
Tenant will deliver to Landlord a statement in writing certifying (1) that this
Lease is unmodified and in full force and effect (or, if there have been
modifications, that the Lease as modified is in full force and effect); (2) the
dates on which Tenant began paying Rent and that no Rent has been paid in
advance; (3) that neither the Tenant nor the Landlord is in default under any
provision of this Lease, or, if in default, the nature thereof in detail; (4)
that Tenant has no existing defenses or offsets to the enforcement of the Lease
or, if any, specifying same; and (5) that Tenant has accepted and occupied the
Premises; and (6) such other information which Landlord may reasonably request;
it being intended that any such statement may be relied upon by any prospective
purchaser, mortgagee or tenant of the Building, or any prospective assignee of
any mortgage thereof. Tenant shall execute and deliver whatever instruments may
be required for such purposes, and in the event Tenant fails so to do within
five (5) days after demand in writing Tenant shall be considered in default
under this Lease.

         21. SUBORDINATION/FINANCIAL STATEMENTS.

                  A. Subordination - This Lease is subject and subordinate to
all present and future ground or underlying leases of the Land and to the lien
of any mortgages or trust deeds, now and hereafter in force against the Land and
Center, or all or any part of either, and to all renewals, extensions,



                                       18
<PAGE>   21


modifications, consolidation and replacements thereof, and to all advances made
or hereafter to be made upon the security of such mortgages or trust deeds.
Tenant shall at Landlord's request execute such further instruments or
assurances as Landlord may deem necessary to evidence or confirm the
subordination of this Lease to any such mortgages, trust deeds, ground leases or
underlying leases.

                  B. Financial Statements - Tenant shall promptly provide
Landlord with a full and complete copy of Tenant's (and all guarantors') annual
financial statements (which shall be certified by a licensed certified public
accountant or the company's chief financial officer, if applicable, if requested
by Landlord) within ten (10) days after request by Landlord. Landlord may
disclose such statements to Landlord's mortgagees or ground lessors, potential
mortgagees or ground lessors, potential purchasers and/or to such other parties
as Landlord may designate.

         22. CERTAIN RIGHTS RESERVED BY LANDLORD. Landlord shall have the
following rights, each of which Landlord may exercise without liability to
Tenant for damage or injury to property, person or business on account of the
exercise thereof, and the exercise of any such rights shall not be deemed to
constitute an eviction or disturbance of Tenant's use or possession of the
Premises and shall not give rise to any claim for set-off or abatement of rent
or any other claim:

                  A. To change the Center's name or street address.

                  B. To install, affix and maintain any and all signs on the
exterior and on the interior of the Building, as well as the Center.

                  C. To decorate or to make repairs, alterations, deletions,
substitutions, additions, or improvements, whether structural or otherwise, in
and about the Center, or any part thereof, and for such purposes to enter upon
the Premises (including, without limitation, installing, using, maintaining,
repairing and/or replacing pipes, ducts and conduits in and through the
Premises), and, during the continuance of any of said work, to temporarily close
doors, entryways, public space and corridors in the Building (and the Center)
and to interrupt or temporarily suspend services or use of facilities, all
without affecting any of Tenant's obligations hereunder, so long as the Premises
are reasonably accessible and usable.

                  D. To retain at all times, and to use appropriate instances,
keys to all doors within and into the Premises, and to access the Premises at
any time. Notwithstanding the provisions for Landlord's access to portions of
the Premises, Tenant relieves and releases the Landlord of all responsibility
arising out of theft, robbery and pilferage absent Landlord's intentional
misconduct or gross negligence. Upon the expiration of the Term or of Tenant's
right to possession, Tenant shall return all keys to Landlord and shall disclose
to Landlord the combination of any safes, cabinets or vaults left in the
Premises.

                  E. To designate that window treatments shall consist of
Building Standard blinds and to designate and approve, prior to installation,
all types of additional window shades, blinds or draperies.

                  F. To approve the weight, size and location of safes, vaults
and other heavy equipment and articles in and about the Premises and the Center
(so as not to exceed the legal live load per square foot designated by the
structural engineers for the Center), and to require all such items and
furniture and similar items to be moved into or out of the Building and Premises
only at such times and in such manner as Landlord shall direct in writing.
Tenant shall not install or operate machinery or any mechanical devices of a
nature not directly related to Tenant's ordinary use of the Premises without the
prior written consent of Landlord. Movements of Tenant's property into or out of
the Center and within the Center are entirely at the risk and responsibility of
Tenant and Landlord reserves the right to require permits before allowing any
property to be moved into or out of the Center.

                  G. To close the Building and/or the Center after regular
working hours and on Saturdays, Sundays and legal holidays subject, however, to
Tenant's right to admittance to the Premises under such regulations as Landlord
may prescribe from time to time, which may include but shall not be limited to,



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<PAGE>   22


a requirement that persons entering or leaving the Building and/or the Center
identify themselves to a watchman by registration or otherwise and establish
their right to enter or leave the Building and/or the Center. Such regulations
may include, but shall not be limited to, the requiring of identification from
Tenant's employees, agents, clients, customers, invitees, visitors and guests.

                  H. To establish controls for the purpose of regulating all
property and packages (both personal and otherwise) to be moved into or out of
the Center, the Building and Premises.

                  I. To regulate delivery and service of supplies in order to
insure the cleanliness and security of the Premises and to avoid congestion of
the loading docks, receiving areas and freight elevators.

                  J. To show the Premises to prospective tenants at reasonable
hours during the last twelve (12) months of the Term and, if vacated or
abandoned, to show the Premises at any time and to prepare the Premises for
re-occupancy.

                  K. To erect, use and maintain pipes, ducts, wiring and
conduits, and appurtenances thereto, in and through the Premises at reasonable
locations.

                  L. To retain exclusive control and management over the Center
and all Common Areas, expressly reserving to Landlord the right to alter,
eliminate, enlarge or otherwise make such changes to the Center and/or the
Common Areas as Landlord, in its sole discretion, shall deem desirable,
provided, however, Landlord may not perform, permit or cause any such
alteration, enlargement, reduction or construction to the center or Common Areas
if the same, once completed, will reduce the number of parking spaces available
to Tenant below the number of parking spaces required pursuant to Section 34 and
Exhibit "B" of this Lease, or will result in Tenant and its employees no longer
having a reasonably convenient and sufficient method of access to the Building,
the Center and the Premises) and, if any such Common Areas (or other portions)
are changed into usable areas, to retain, for Landlord's own account, all
receipts in respect thereof. Landlord may operate, manage, equip, light and
maintain the Center and the Common Areas in such manner as Landlord may from
time to time determine, and Landlord shall have the right and exclusive
authority to employ and discharge all personnel with respect thereto. Landlord
reserves the right to grant to third persons the non-exclusive right to cross
over and use in common with Landlord and all tenants of the Center and the
Common Areas as designated from time to time by Landlord.

         23. RULES AND REGULATIONS. Tenant covenants and agrees to keep and
observe the rules and regulations attached to this Lease as EXHIBIT C and made a
part hereof. Landlord shall have the right from time to time to prescribe
additional rules and regulations which, in its judgment, may be desirable for
the use, entry, operation and management of the Premises, the Building and/or
the Center, each of which additional rules and regulations shall become a part
of this Lease.

         24. DEFAULT/LANDLORD'S REMEDIES. If default shall be made in the
payment of the Rent or any installment thereof or in the payment of any other
sum required to be paid by Tenant under this Lease or under the terms of any
other agreement between Landlord and Tenant and such default shall continue for
a period of five (5) business days after written notice, or if default shall be
made in the observance or performance of any of the other covenants or
conditions in this Lease which Tenant is required to observe and perform and
(except as specified below) such default shall continue for a period of ten (10)
days after written notice to Tenant, or if a default involves a hazardous
condition and is not cured by Tenant immediately upon written notice to Tenant
unless such default is not reasonably susceptible of cure in ten (10) days, in
which event, such period shall be extended for up to sixty (60) days so long as
Tenant commences the cure of such default within five (5) days of the initial
written notice and thereafter continuously and diligently pursues such cure to
completion, or if the interest of Tenant in this Lease shall be levied on under
execution or other legal process, or if voluntary petition in bankruptcy or for
corporate reorganization or any similar relief shall be filed by Tenant, or if
any involuntary petition in bankruptcy shall be filed against Tenant under any
federal or state bankruptcy or insolvency act and shall not have been dismissed



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<PAGE>   23


within thirty (30) days from the filing thereof, or if a receiver shall be
appointed for Tenant or any of the property of Tenant by any court and such
receiver shall not have been dismissed within thirty (30) days from the date of
his appointment, or if Tenant shall make an assignment for the benefit of
creditors, or if Tenant shall admit in writing Tenant's inability to meet
Tenant's debts as they mature, or if Tenant shall abandon or vacate the Premises
for a period of three (3) consecutive weeks during the Term, then Landlord may
treat the occurrence of any one or more of the foregoing events as a breach of
this Lease, and thereupon at its option may, with or without notice or demand of
any kind to Tenant or any other person, have any one or more of the following
described remedies in addition to all other rights and remedies provided at law
or in equity or elsewhere herein:

                  A. Landlord may (1) terminate this Lease and the Term created
thereby, and thereupon re-enter and take possession of the Premises, with or
without legal process, and (2) at its option and without further notice, declare
the Rent, for the entire remaining Term of this Lease, and any other
indebtedness hereunder, if any, immediately due and payable without regard to
whether or not possession shall have been surrendered to or taken by Landlord,
and may commence action immediately thereupon and recover judgment therefore. In
determining the Rent which would be payable by Tenant hereunder subsequent to
default, the annual Rent for each year of the unexpired Term shall be calculated
by not only computing the Base Rent for such period, but also computing
Additional Rent for such period utilizing the average Additional Rent paid by
Tenant from the commencement of the Term to the time of default, or during the
preceding full calendar year, whichever period is shorter. In the event of any
such acceleration of Rent, Landlord may discount the same to present value based
on the then current prime or base rate charged by Citibank, N.A. in New York,
New York prior to seeking recovery thereof.

                  B. Landlord may terminate Tenant's right of possession and may
repossess the Premises by forcible entry and detainer suit, by taking peaceful
possession or otherwise, without terminating the Lease, in which event Landlord
may, but shall be under no obligation to, relet the same for the account of
Tenant, for such rent and upon such terms as shall be satisfactory to Landlord.
For the purpose of such reletting, Landlord is authorized to decorate or to make
any repairs. If Landlord shall fail to relet the Premises, Tenant shall pay to
Landlord as damages a sum equal to the amount of the rental reserved in this
Lease for the balance of its original Term. If the Premises are relet and a
sufficient sum shall not be realized from such reletting after paying all of the
costs and expenses of such decorations, repairs, changes, alterations and
additions and the expenses of such reletting and of the collection of the rent
accruing therefrom to satisfy the Rent provided for in this Lease, Tenant shall
satisfy and pay any such deficiency upon demand therefor from time to time.
Tenant agrees that Landlord may file suit to recover any sums falling due under
the terms of this Section 24 from time to time and that no suit or recovery of
any portion due Landlord hereunder shall be any defense to any subsequent action
brought for any amount not theretofore reduced to judgment in favor of Landlord.

         25. EXPENSES OF ENFORCEMENT. Tenant shall pay upon demand, as
Additional Rent, all Landlord's costs, charges and expenses, including the
reasonable fees and out-of-pocket expenses of counsel, agents and others
retained by Landlord, incurred in enforcing Tenant's obligations hereunder or
incurred by Landlord in any litigation at the trial and appellate levels,
negotiation or transaction in which Tenant causes Landlord without Landlord's
fault to become involved or concerned. If any suit or action is instituted by
Landlord or Tenant in connection with any controversy arising out of this Lease
or to enforce their respective rights hereunder, the party prevailing in such
suit shall be entitled to recover its reasonable and actual attorney's fees and
costs incurred in connection with such suit or action through all levels of
appeal.

         26. COVENANT OF QUIET ENJOYMENT. Landlord covenants that Tenant, on
paying the Rent, charges for services and other payments herein reserved, and,
on keeping, observing and performing all the other terms, covenants, conditions,
provisions and agreements herein contained on the part of Tenant to be kept,
observed, and performed, shall, during the Term, peaceably and quietly have,
hold and enjoy the Premises subject to the terms, covenants, conditions,
provisions, and agreements hereof.

         27. SECURITY DEPOSIT.

                  A. Tenant has deposited with Landlord the sum set forth and
listed as the Security Deposit on EXHIBIT "B", in cash, as security for the
faithful performance, observance and compliance with all of the terms, covenants
and conditions of this Lease on Tenant's part to perform, observe or comply
with. This sum shall be held by Landlord free of trust, and may be co-mingled
with other (including Landlord's own) funds, and Tenant shall not be entitled to
receive the interest earned thereon, if any. Landlord may use or apply on
Tenant's behalf or retain during the Term the whole or any part of the Security
Deposit to the extent required for the payment of any Rent or other sums as to
which Tenant may be in default hereunder or for any sum which Landlord may





                                       21
<PAGE>   24

expend by reason of Tenant's default in respect to any of the terms of this
Lease, including but not limited to, any deficiency or damage incurred in
reletting the Premises. After each application from the Security Deposit, Tenant
shall upon demand replenish said deposit to the amount hereinabove set forth. In
the event that Tenant shall fully and faithfully comply with all terms,
provisions, covenants and conditions of this Lease, that portion, if any, of the
cash security, as the case may be, not used, applied or retained shall be
returned to Tenant after the Termination Date and after the delivery of
possession of the entire Demised Premises to Landlord, in accordance with, and
subject to, the applicable provisions of this Lease.

                  B. In the event of a sale or transfer of the Land or the
Building, or the then Landlord's interest in the Land or the Building, or a
leasing by the then Landlord of the Land or the Building or of Landlord's
interest therein, Landlord shall have the right, at no cost or expense to
Landlord, to transfer or assign such cash security, as the case may be, to the
vendee, transferee or lessee, and Landlord shall notify Tenant, by certified
mail, return receipt requested, of such sale, transfer or lease, together with
the name and address of such vendee, transferee or lessee, and provide such
vendee, transferee or lessee assumes Landlord's obligations with respect to such
case security deposit, Landlord shall thereupon be released by Tenant from all
liability for the return of such cash security. 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 to a new Landlord.

                  C. Tenant covenants that it will not assign or encumber, or
attempt to assign or encumber, such cash security and that neither Landlord nor
its successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment, or attempted encumbrance.

         28. REAL ESTATE BROKER. Tenant represents that the Tenant has dealt
with no broker in connection with this Lease other than the broker or brokers,
if any, named on EXHIBIT B to this Lease, and that insofar as the Tenant knows,
no other broker or finder negotiated this Lease or is entitled to any commission
or fee in connection herewith. Tenant agrees to indemnify, defend and hold
Landlord free and harmless from and against all claims for broker's commissions
or finder's fees by any person claiming to have been retained by Tenant in
connection with this transaction or to have caused this transaction, other than
the broker or brokers, if any, named on EXHIBIT B.

         29. HAZARDOUS WASTE. Tenant shall not cause or permit any "hazardous
material" (as hereinafter defined) to be used, stored, transported, released,
handled, disturbed, produced or installed in, on or from the Premises or any
other portion of the Center or Land. "HAZARDOUS MATERIAL" as used herein shall
mean any flammables, explosives, radioactive material, hazardous waste,
hazardous or toxic substances or related materials, asbestos or any material
containing asbestos, or any other substance or material as defined in any
federal, state or local environmental law, ordinance, rule or regulation,
including, without limitation, the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended, the Hazardous Material
Transportation Act, as amended, the Resource Conservation and Recovery Act, as
amended, and in the regulations adopted in publications promulgated pursuant to
each of the foregoing. In the event of a breach of the provisions of this
Section, Landlord shall have the right in addition to all other rights and
remedies of Landlord under this Lease or at law, to require Tenant to remove
such Hazardous materials from the Premises (or other portion of the Center or
Land) in the manner prescribed for such removal by law and requirements of any
public authorities. In addition, Tenant hereby indemnifies and holds Landlord
harmless from and against any and all claim (including, without limitation, all
mitigation costs and expenses), injury (including, without limitation, death),
loss, cost, liability and damage, including, without limitation, penalties,
fines, attorneys' fees and disbursements to the extent incurred in connection
with or arising (in whole or in part) from any cause whatsoever related to the
transportation, presence, use, storage, release, handling, disturbing and/or



                                       22
<PAGE>   25


producing of Hazardous material in, on, about, to or from the Demised Premises,
any default by Tenant under this Article, or any act or omission of Tenant in
connection with Hazardous material. The above indemnity by Tenant set forth in
the preceding sentence shall not be applicable with respect to those Hazardous
materials located in the Demised Premises as of the date this Lease is fully
signed to the extent such Hazardous materials are not disturbed, in whole or in
part, by Tenant or by any of Tenant's assignees, sublessees, employees,
invitees, licensees, guests, contractors, subcontractors and/or any other party
under any such parties' reasonable control or direction. The provisions of this
Section shall survive the expiration or any other termination of this Lease.
Landlord represents that, to its current actual knowledge, without any implied
duty of inquiry, it has not received written notice from a governmental
authority that Hazardous materials are presently stored, used, generated or
disposed of at, on, within or under the Building in a manner that violates
applicable law.

         30. INTENTIONALLY OMITTED.

         31. MISCELLANEOUS.A. Rights Cumulative - All rights and remedies of
Landlord under this Lease shall be cumulative and none shall exclude any other
rights and remedies allowed by law.

                  B. Interest - In addition to other sums payable hereunder, all
payments becoming due under this Lease and remaining unpaid when due shall bear
interest until paid at a rate equal to three percent (3%) per annum plus the per
annum rate charged from time to time by Citibank, N.A. in New York, New York as
its prime or base rate (but in no event at a rate which is more than the highest
rate which is at the time lawful in the State of Florida).

                  C. Terms/Florida Law - The necessary grammatical changes
required to make the provisions hereof apply either to corporations or
partnerships or individuals, men or women, as the case may require, shall in all
cases be assumed as though in each case fully expressed. The terms of this Lease
shall be governed in accordance with Florida law.

                  D. Binding Effect - Each of the provisions of this Lease shall
extend to and shall, as the case may require, bind or inure to the benefit not
only of Landlord and of Tenant, but also of their respective successors or
assigns, provided this clause shall not permit any assignment by Tenant contrary
to the provisions of Section 17 hereof.

                  E. Lease Contains All Terms - All of the representations and
obligations of Landlord are contained herein, and no modification, waiver or
amendment of this Lease or of any of its conditions or provisions shall be
binding upon the Landlord unless in writing signed by Landlord or by a duly
authorized agent of Landlord empowered by a written authority signed by
Landlord.

                  F. Delivery for Examination - Submission of the form of the
Lease for examination shall not bind Landlord in any manner, and no Lease or
obligations of Landlord shall arise until this instrument is signed by both
Landlord and Tenant and delivery is made to each.

                  G. No Air Rights - No rights to any view or to light or air
over any property, whether belonging to Landlord or any other person, are
granted to Tenant by this Lease.

                  H. Modification of Lease - If any lender requires, as a
condition to its lending funds, the repayment of which is to be secured by a
mortgage or trust deed on the Land and Center, or all or any part of either,
that modifications be made to this Lease, which modifications will not require
Tenant to pay any additional amounts, assume any additional liability, reduce
any grace or cure period provided to Tenant hereunder, affect any material
economic term of this Lease, or otherwise change materially the rights, duties,
privileges or obligations of Tenant hereunder, Tenant shall, upon Landlord's
request, execute appropriate instruments effecting such modification.

                  I. Transfer of Landlord's Interest - Tenant acknowledges that
Landlord has the unrestricted right to transfer its interest in all or any part
of the Land, the Building, the Center and in this Lease, and Tenant agrees that,
in the event of any such transfer, Landlord shall automatically be released from
all liability and obligations under this Lease from and after the date of such
transfer, and Tenant agrees to look solely to such transferee (the "TRANSFEREE")
for the performance of Landlord's obligations hereunder from and after the date
of such transfer, and it will automatically be deemed and construed that the
Transferee has assumed and agreed to carry out those obligations of Landlord
under this Lease accruing from and after the date of such transfer. If the
interests of Landlord under this Lease shall be transferred voluntarily, or by
reason of foreclosure or other proceedings for enforcement of any mortgage on
the Land, the Building or the Center, Tenant shall, at the election of such




                                       23
<PAGE>   26


Transferee, be bound to such Transferee for the balance of the Term hereof
remaining, with the same force and effect as if the Transferee were Landlord
under this Lease, and Tenant does hereby agree to attorn to the Transferee,
including the mortgagee under any such mortgage if it be the Transferee, as its
landlord, said attornment to be effective and self-operative without the
execution of any further instruments, upon the Transferee succeeding to the
interest of Landlord under this Lease.

                  Notwithstanding the foregoing, however, Tenant hereby agrees
to execute any instrument(s) which Landlord may deem desirable to evidence said
attornment by Tenant. The respective rights and obligations of Tenant and the
Transferee upon such attornment, to the extent of the then remaining balance of
the Term of this Lease and any such extensions and renewals, shall be and are
the same as those set forth herein.

                  J. Landlord's Title - Landlord's title is and always shall be
paramount to the title of Tenant. Nothing herein contained shall empower Tenant
to do any act which can, shall or may encumber the title of Landlord.

                  K. Prohibition Against Recording - Neither this Lease, nor any
memorandum, affidavit or other writing with respect thereto, shall be recorded
by Tenant or by anyone acting through, under or on behalf of Tenant, and the
recording thereof in violation of this provision shall make this Lease null and
void at Landlord's election.

                  L. Captions - The captions of sections and subsections are for
convenience only and shall not be deemed to limit, construe, affect or alter the
meaning of such sections or subsections.

                  M. Only Landlord/Tenant Relationship - Nothing contained in
this Lease shall be deemed or construed by the parties hereto or by any third
party to create the relationship of principal and agent, partnership, joint
venturer or any association between Landlord and Tenant, it being expressly
understood and agreed that neither the method of computation of Rent nor any
other provisions contained in this Lease nor any act of the parties hereto shall
be deemed to create any relationship between Landlord and Tenant other than the
relationship of landlord and tenant.

                  N. Excuse of Landlord's Performance - Anything in this Lease
to the contrary notwithstanding, Landlord shall not be deemed in default with
respect to the performance of any of the terms, covenants and conditions of this
Lease if same shall be due to any strike, lockout, civil commotion, war-like
operation, invasion, rebellion, hostilities, military or usurped power,
sabotage, government regulations or controls, inability to obtain any material
or service, through an act of God or any other cause reasonably beyond the
control of Landlord. Landlord shall not be liable for failure to give Tenant
possession in accordance with the provisions of this Lease due to any of the
foregoing conditions. The time for Landlord's performance shall be extended as a
result of the foregoing.

                  O. Waiver - To the extent permitted by law, Tenant hereby
waives: (a) jury trial in any action or proceeding regarding a default by Tenant
and/or Landlord's right to possession of the Premises, and (b) in any action or
proceeding by Landlord in connection with a default by Tenant and/or possession
of the Premises, then Tenant waives the right to interpose any crossclaim or
counterclaim other than a compulsory counterclaim.

                  P. Joint and Several - If more than one party or entity
comprises the "Tenant", or if Tenant is a partnership, the obligations hereunder
imposed upon Tenant, and the general partners of Tenant, as the case may be,
shall be joint and several.

                  Q. Survival - All obligations of Tenant which are or may be
intended by their nature to be performed and/or complied with after the
expiration or earlier termination of this Lease shall survive such expiration or
termination. Express provisions herein which require or permit survival in
specific instances, or as to specific obligations, shall not be deemed a
limitation upon the generality of this survival clause.

         32. NOTICES. All notices and demands which may or are required to be
given by either party to the other hereunder shall be in writing and shall be
sent by United States mail, certified or registered mail, postage prepaid, or by
express mail with a reputable overnight courier service, or in the case of
Tenant by personal delivery, and addressed as follows: (i) If to Tenant:
addressed to Tenant and sent or delivered to Tenant at either "Tenant's Address
for Notices" as set forth on EXHIBIT B attached to this Lease (or to such other
place as Tenant may from time to time designate in a written notice received by
Landlord) or, instead, delivered to Tenant at the Premises; (ii) If to Landlord:



                                       24
<PAGE>   27


addressed to Landlord and sent to Landlord at "Landlord's Address for Notices"
as set forth on EXHIBIT B attached to this Lease (or to such other place as
Landlord may from time to time designate in a written notice to Tenant). If
delivered to Tenant at the Premises, Tenant hereby irrevocably appoints as its
agent to receive the service of all dispossessory or distraint proceedings and
notices thereunder any employee of Tenant that Landlord reasonably determines is
of suitable age and discretion, and if no such person shall be present (or all
such persons shall refuse to accept such service), then such service may be made
by attaching the same to the main entrance of the Premises.

         Notices and demands sent by United States mail, certified or registered
mail, postage prepaid, will be deemed given three (3) days after sending.
Notices and demands sent by express mail with a reputable overnight courier
service will be deemed given the following business day. Notices and demands
delivered personally will be deemed to have been given as of the date delivery
is given or attempted.

         33. LIMITATION ON LANDLORD'S LIABILITY. It is expressly understood and
agreed by Tenant that none of Landlord's covenants, undertakings or agreements
are made or intended as personal covenants, undertakings or agreements by
Landlord, and any liability for damage or breach of nonperformance by Landlord
shall be collectible only out of Landlord's interest in the Building and no
personal liability is assumed by, nor at any time may be asserted against,
Landlord or any of its or their partners, officers, shareholders, heirs, legal
representatives, successors and/or assigns, all such liability, if any, being
expressly waived and released by Tenant.

         34. PARKING.

                  A. General - Landlord will provide Tenant during the Term with
unassigned, nonexclusive parking spaces in the area designated by Landlord for
parking (the "PARKING AREA") (which Landlord may from time to time make
available) for the number of parking spaces set forth on EXHIBIT "B". Such
parking spaces may be used only by principals, employees, invitees and agents of
Tenant.

                  B. Conditions - Tenant's right to use, and its right to permit
its principals, employees, invitees and agents to use, the Parking Area pursuant
to this Lease are subject to the following conditions: (i) Landlord has made no
representations or warranties with respect to the Parking Area, the number of
spaces located therein or access thereto; (ii) Landlord reserves the right to
reduce the number of spaces in the Parking Area and/or rearrange the designation
of any spaces (to the extent so designated) and/or change access thereto and/or
alter the methods used to control parking and to establish such controls and
rules and regulations (such as parking stickers to be affixed to vehicles)
regarding parking that Landlord may deem desirable (with Landlord having the
right to tow or otherwise remove vehicles improperly parked, blocking ingress or
egress lanes, or violating parking rules, at the expense of the offending tenant
and/or owner of the vehicle); and none of the foregoing shall entitle Tenant to
and claim against Landlord or to any abatement of Rent (or any part thereof);
(iii) Landlord has no obligation to provide a parking lot attendant and Landlord
shall have no liability on account of any theft, loss or damage to any vehicle
or the contents thereof, or injury (including death) to person(s), Tenant hereby
agreeing to bear the risk for same, and indemnify Landlord for claims and/or
awards made against Landlord in connection with the use of the Parking Area by
Tenant and/or its principals employees, invitees, agents and/or any other party
under any such parties' control; (iv) Tenant, its principals, employees,
invitees and agents shall park their automobiles and other vehicles only where
and as designated from time to time by Landlord at the Parking Area; and (v) if
and when so requested by Landlord, Tenant shall furnish Landlord with the
license numbers of any vehicles of Tenant, its principals, employees, invitees
and agents.

         35. ADDITIONAL TENANT COSTS. Provided Tenant is not in default under
this Lease and, in the event the Allowance (as referenced in Article 5 of this
Lease above) is not fully utilized in connection with Landlord's Work (as
discussed in more detail above) then, in such event (but only in such event),
Landlord shall pay Tenant up to an amount (the "CABLING AMOUNT"), if any, not to
exceed the difference between the Allowance cap amount (as stated in Article 5
above) and the amount of such Allowance cap not utilized or paid (or to be paid)
by Landlord towards Landlord's Work (as discussed in more detail above) (the
"ALLOWANCE BALANCE AMOUNT"), if any, towards actual reasonable hard costs
incurred by Tenant in connection with the approved wiring and cabling of the
Premises by Tenant for Tenant's telephone and normal office computers to be
utilized at the Premises; provided, that, in any event, Tenant has delivered to
Landlord a detailed accounting of such costs and obtained Landlord's prior



                                       25
<PAGE>   28

written approval to all such costs prior to the same being incurred (the
"TENANT'S CABLING WORK"). If there is an Allowance Balance Amount remaining,
Landlord will pay Tenant the Cabling Amount (up to an amount not to exceed the
Allowance Balance Amount) within thirty (30) days after Landlord receives from
Tenant (i) paid receipts from third parties for Tenant's Cabling Work evidencing
that Tenant has actually spent the amount claimed, (ii) Landlord verifies the
accuracy of such paid invoices, (iii) a statement or request for payment from
Tenant outlining in detail the Tenant's Cabling Work, and (iv) provided Landlord
receives such paid invoices and request in one installment not sooner than the
nineteenth (90th) day following the Commencement Date or later than the one
hundred and fiftieth (150th) day following the Commencement Date. In the event
the cost of the Tenant's Cabling Work exceeds the Allowance Balance Amount,
Tenant hereby acknowledges and agrees that Tenant is and shall remain solely
responsible for 100% of all excess costs and expenses.

                  Provided Tenant is not in default under this Lease and, in the
event the Allowance (as referenced in Article 5 of this Lease above) is not
fully utilized in connection with Landlord's Work and Tenant's Cabling Work (as
both are discussed in more detail above) then, in such event (but only in such
event), Landlord shall then pay Tenant up to an amount (the "MOVING AMOUNT"), if
any, not to exceed the difference between the Allowance cap amount (as stated in
Article 5 above) and the amount of such Allowance cap not utilized or paid (or
to be paid) by Landlord towards Landlord's Work and Tenant's Cabling Work (as
both are discussed in more detail above) (the "REVISED ALLOWANCE BALANCE
AMOUNT"), if any, towards actual reasonable costs incurred by Tenant in
connection with Tenant's physical relocation from its existing space to the
Demised Premises (but not including payments for reprinting cards or
stationery); provided, that, in any event, Tenant has delivered to Landlord a
detailed accounting of such costs and obtained Landlord's prior written approval
to all such costs prior to the same being incurred (the "TENANT'S MOVE"). If
there is a Revised Allowance Balance Amount remaining, Landlord will pay Tenant
the Moving Amount (up to an amount not to exceed the Revised Allowance Balance
Amount) within thirty (30) days after Landlord receives from Tenant (i) paid
receipts from third parties for Tenant's Move evidencing that Tenant has
actually spent the amount claimed, (ii) Landlord verifies the accuracy of such
paid invoices, (iii) a statement or request for payment from Tenant outlining in
detail the Tenant's Move, and (iv) provided Landlord receives such paid invoices
and request in one installment not sooner than the nineteenth (90th) day
following the Commencement Date or later than the one hundred and fiftieth
(150th) day following the Commencement Date. In the event the cost of the
Tenant's Move exceeds the Revised Allowance Balance Amount, Tenant hereby
acknowledges and agrees that Tenant is and shall remain solely responsible for
100% of all excess costs and expenses.

         36. GUARANTY. Tenant shall cause the Guarantors listed in the form of
Guaranty attached as EXHIBIT D hereto to execute and deliver to Landlord such
Guaranty simultaneously with the execution of this Lease.

         37. EFFECTIVE DATE. The parties hereby acknowledge and agree that this
Lease shall be effective only upon the signing and the unconditional delivery to
the other by both Landlord and Tenant.

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

         39. RIGHT OF FIRST OFFER. Provided Tenant has never been in default
under this Lease, during the Primary Term only of this Lease (and expressly
excluding the "Renewal Term", as defined below), Landlord hereby grants to the
originally named Tenant herein a right of first offer (the "RIGHT OF FIRST
OFFER") with respect to the space adjacent to the Premises and located on the
first floor (1st) floor of the Building 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.
Tenant's Right of First Offer shall be on the terms and conditions set forth as
follows:



                                       26
<PAGE>   29


                  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. 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 eighteen (18) 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 eighteen (18) 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 does not so properly receive
Tenant's Acceptance Notice within such five (5) day period, time 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 the 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, the Tax Amount, Tenant's cost for
electricity (at Landlord's discretion, either by submetering and/or by an
additional ERIF charge), the Expense Escalation and the Operating Expense
Amount, as such items are applicable to, and will be 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 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 be equally applicable to the Accepted Space.



                                       27
<PAGE>   30


                  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
First Offer Space as offered by Landlord. Tenant shall not have the right to
lease any First Offer Space, as provided in this Article, if, as 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.

         40. 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 one (1) additional term of five (5) years
(the "RENEWAL TERM") by notifying (the "RENEWAL NOTICE") Landlord in writing of
its intention to exercise the Renewal Option no later than nine (9) months 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 thereafter.

                           (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 the Renewal Term Commencement Date, and
                                    on each and every 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 (including, without limitation,
                                    the abatements, allowances and/or
                                    concessions set forth in ARTICLE 5 and/or
                                    EXHIBIT "B" of the Lease).

                  B. "MARKET RATE", for the purposes of this Article, shall mean
the amount of annual Base Rent a tenant in an 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. Notwithstanding 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 that 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 the 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



                                       28
<PAGE>   31


each twelve (12) month period occurring during the Renewal Term (based upon the
standards 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 Rate for
such period shall be resolved by using the mean of the two closest rental rate
determinations for such period. In arriving at their individual determinations
of "Market Rate", 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 party selecting same. The cost of
the third arbitrator, if needed, shall be split equally between the two parties.

         41. MONUMENT SIGN RIGHT. Tenant shall have the right, at its sole cost
and expense, to erect and maintain at a location mutually agreed upon by
Landlord and Tenant, a non-illuminated monument type sign (not to exceed three
feet in height and or width) identifying Tenant by name, provided that the
foregoing conditions are satisfied: (a) Tenant, at Tenant's sole cost and
expense, has obtained and shall maintain in full force and effect any and all
licenses, permits and approvals required under applicable law or insurance
requirement with respect to the installation and maintenance of such sign, (b)
Landlord shall have approved, prior to the installation or modification of such
sign, detailed plans and specifications for the same which plans and
specifications shall indicate, among other things, the size, weight, location of
installation, design, type of materials, method of installation, and such other
information that Landlord may reasonable request, (c) Tenant, at Tenant's sole
cost and expense, shall maintain such sign once installed in first class order,
good repair and appearance in a manner consistent with a first class commercial
office park, and (d) Tenant shall cause such sign to be removed and any damage
to the Land and/or Building repaired and restored upon the expiration or sooner
termination of this Lease. In addition to any other remedies available to
Landlord hereunder, at law or in equity, if Tenant shall fail to comply with the
foregoing provisions after notice and a reasonable opportunity to cure (such
cure period not to exceed 5 days) - provided no such notice or cure period shall
be necessary in the event of an emergency - Landlord may, at Tenant's sole cost
and expense, remove and dispose of such sign or cause the same to be covered.

         42. COMPUTER ROOM EQUIPMENT. Landlord shall not remove, modify or
disturb the equipment, raised flooring, cabling and switches (collectively,
"EXISTING COMPUTER ROOM EQUIPMENT") presently located in the portion of the
Premises located on the first floor of the Building (a/k/a the Computer Room)
and shall permit Tenant, at its sole risk, to utilize the same, subject to the
terms and conditions of this Lease. Landlord makes no representation or warranty
as to: (1) the condition, fitness, state of repair, compliance with law, design
or suitability for any purpose of the Existing Computer Room Equipment; (2)
title or ownership of the Existing Computer Room Equipment; and (3) any other
matter or thing relating to the Existing Computer Room Equipment. Tenant
acknowledges that it shall assume all risk and liability resulting from its use
of the Existing Computer Room Equipment and shall indemnify, defend and hold
harmless Landlord from any loss, claim, cost, liability or damage resulting from
the same (including claims of 3rd parties asserting title to all or any portion
of the Existing Computer Room Equipment). Landlord represents and warrants that
it has not received written notice from any party claiming to have a right in or
title to all or any portion of the Computer Room Equipment nor does Landlord
have actual knowledge of any such claim.



                                       29
<PAGE>   32


         IN WITNESS of the foregoing, Landlord and Tenant have signed this Lease
as of the date first written above.

 WITNESS:                            LANDLORD:
                                     FOA TAMPA LLC

------------------------------       By:  Florida Office Associates, LLC, a
                                          Delaware limited liability company,
                                          its sole member

------------------------------            By:  Florida Office Associates
                                               Managing Member, LLC, a Colorado
                                               limited liability company, its
                                               manager

                                               By:  Alliance Commercial Holdings
                                                    II, LLC, a Colorado limited
                                                    liability company, its sole
                                                    member

                                                    By:  Alliance Commercial
                                                         Partners, LLC, a
                                                         Colorado limited
                                                         liability company, its
                                                         manager

                                                         By:
                                                            -------------------
                                                         Name:
                                                            -------------------
                                                         Title:
                                                            -------------------

                                     TENANT:

                                     COMPREHENSIVE BEHAVIORAL CARE, INC.

                                     By:
------------------------                -----------------------------------
                                     Name:
                                        -----------------------------------
                                     Title:
                                        -----------------------------------
------------------------


                                       30
<PAGE>   33



                                    EXHIBIT A

                                PLAN OF PREMISES

                             BUILDING 219, SUITE 200
                                   16,026 RSF











                             BUILDING 219, SUITE 100
                (A PORTION OF THE 1ST FLOOR CONSISTING OF 626 RSF)



                                      A-1
<PAGE>   34

                                   EXHIBIT A-1

                             LAND LEGAL DESCRIPTION

                               MARINER SQUARE PARK

                           200 South Hoover Boulevard

                              Tampa, Florida 33609

East end of southeastern most building of a parcel in Section 20, Township 29
South, Range 18 East, Hillsborough County, Florida.

Lot 17 and Lot 18 of Hesperides Subdivision as recorded in Plat Book 2, Page 84,
Public Records of Hillsborough County, Florida, less the capital east, 1,451
feet of said capital Lot 18.




                                     A-1-1
<PAGE>   35
                                   EXHIBIT A-2

                                 APPROVED PLANS

Landlord shall perform the following work in the Premises in accordance with
specifications acceptable in all respects to Landlord, in Landlord's sole
discretion:

                            TO BE ATTACHED BY TENANT

         1.
         2.



                                      A-2

<PAGE>   36




                                    EXHIBIT B

                                BASIC LEASE TERMS

Tenant:                               Comprehensive Behavior Care, Inc.

Location of Premises:                 A portion of the second (2nd) floor
                                      located within the Building, as shown in
                                      the plan attached as EXHIBIT "A"
                                      containing approximately 16,026 rentable
                                      square feet (and referred to as Suite
                                      200), plus a portion of the first (1st)
                                      floor located within the Building, as
                                      shown on the plan attached as EXHIBIT "A"
                                      containing approximately 626 rentable
                                      square feet.

Term:                                 Five (5) years and Two (2) months
                                      commencing upon the Commencement Date

Commencement Date:                    The date determined pursuant to Section 5
                                      of this Lease

Termination                           Date: Five (5) years and Two (2) months
                                      following the Commencement Date (as
                                      extended for any partial month so that the
                                      Termination Date shall fall on the last
                                      day of the month, as discussed in Section
                                      2 above).

Tax Base:                             Calendar year 2001.

Operating Expense Base:               Calendar year 2001.

Base Rent Payment Per Annum:          Months one (1) through twelve (12)
                                      following the Commencement Date:
                                      $21,508.83 per month ($15.50 per rentable
                                      square foot per annum)

                                      Months thirteen (13) through twenty-four
                                      (24) following the Commencement Date:
                                      $22,161.04 per month ($15.97 per rentable
                                      square foot per annum)

                                      Months twenty-five (25) through thirty-six
                                      (36) following the Commencement Date:
                                      $22,813.24 per month ($16.44 per rentable
                                      square foot per annum)

                                      Months thirty-seven (37) through
                                      forty-eight (48) following the
                                      Commencement Date: $23,507.07 per month
                                      ($16.94 per rentable square foot per
                                      annum)

                                      Months forty-nine (49) through sixty (60)
                                      following the Commencement Date:
                                      $24,214.78 per month ($17.45 per rentable
                                      square foot per annum)

                                      Months sixty-one (61) through the original
                                      Termination Date: $24,936.37 per month
                                      ($17.97 per rentable square foot rate per
                                      annum)

Base Rent Abatement:                  Subject to extension as provided in
                                      SECTION 5, Tenant is not then in default
                                      hereunder, Tenant's Base Rent for the
                                      first two (2) full months (i.e., 60 days)
                                      following the Commencement Date shall be
                                      abated by an amount equal to $21,508.03
                                      per month (with the full amount received
                                      by or credited to Tenant being referred



                                      B-1
<PAGE>   37


                                      to, collectively, as the "ABATEMENT
                                      AMOUNT"). In the event Landlord terminates
                                      this Lease due to a Tenant default
                                      hereunder prior to the scheduled
                                      Termination Date, as referenced above,
                                      then, in any such event and in addition to
                                      any other right and/or remedy to which
                                      Landlord is entitled at law, in equity
                                      and/or under this Lease, Tenant shall be
                                      responsible for and shall immediately
                                      repay Landlord the Abatement Amount in
                                      full upon the date of such early
                                      termination. The terms of this paragraph
                                      shall survive the termination of this
                                      Lease.

Rentable Area of the
Premises:                             Approximately 16,652 rentable square feet

Tenant's Proportionate Share:         23.03%

Type of Office Use:                   Corporate offices for the processing and
                                      administration of medical insurance claims
                                      and behavioral care claims.

Broker:                               Cushman & Wakefield of Florida, Inc./Equis
                                      Corporation

Security Deposit:                     $64,526.50 delivered and held in
                                      accordance with Section 27 of this Lease

Prepaid Base Rent:                    $64,526.50 (plus all applicable sales or
                                      use tax).

Land:                                 The property described on EXHIBIT A-1, as
                                      same may be increased or decreased by
                                      Landlord from time to time.

Tenant's Address for Notices:         200 South Hoover Boulevard
                                      Building 219
                                      Suite 200
                                      Tampa, Florida 33609
                                      Attn: President or Managing Partner

Landlord's Address for  Notices:      c/o Alliance Commercial Partners, L.L.C.
                                      165 South Union Boulevard, Suite 510
                                      Lakewood, Colorado 80228
                                      Attn:  General Counsel

Additional AC Amount:                 Landlord's then standard Building rate;
                                      such rate is, of the date of the this
                                      Lease, $25.00 for each floor (or portion
                                      of floor) thereof within the Second Floor
                                      Premises, multiplied by the number of
                                      hours (or portion thereof) in which air
                                      conditioning is provided to the Second
                                      Floor Premises outside of Normal Business
                                      Hours. Such minimum rate may be adjusted
                                      upward by Landlord from time to time to
                                      account for increases in rates of the
                                      applicable utility company providing
                                      service to the Building, as determined by
                                      Landlord. Tenant shall pay, as Additional
                                      Rent, for all electricity used to operate
                                      the AC System serving the portion of the
                                      premises located on the first floor via a
                                      sub-meter measuring the electricity used
                                      by such AC system and, at Landlord's
                                      option, either paid directly by Tenant to
                                      the utility company, or paid by Tenant as
                                      Additional Rent within 15 days of
                                      Landlord's submission of a bill for such
                                      amounts (at the rate charged to Landlord
                                      by the utility company) plus a reasonable
                                      administrative charge.

Number of Parking Spaces:             Sixty Six (66); to be increased at a ratio
                                      of 4 space per thousand square feet in the
                                      event Tenant expands.




                                      B-2
<PAGE>   38


                                   EXHIBIT B-1

                                USE AND OPERATION

                  1.01 Subject to, in accordance with, and to the extent
permitted by, all rules, regulations, laws, ordinances, statutes and
requirements of all governmental authorities, the Fire Insurance Rating
Organization, Board of Fire Insurance Underwriters and/or other similar bodies
having jurisdiction thereof, and the Certificate of Occupancy for the Building
(if any), Tenant covenants and agrees that it shall use the Demised Premises
solely as and for general office uses in connection with that certain type of
office identified on EXHIBIT "B" attached to this Lease. The Demised Premises
shall be used for no other purpose, Tenant hereby acknowledging that Landlord
has made no representation or warranty as to whether such use(s) are permitted,
or whether the Demised Premises may be lawfully occupied and used for the uses
described in this sentence, or whether the Demised Premises are suitable for
such use(s).

                  1.02 Tenant covenants that Tenant will not use or suffer or
permit any person to use the Demised Premises for any unlawful purpose. Tenant
covenants that Tenant will obtain and maintain, at Tenant's sole cost and
expense, all licenses and permits from any and all governmental authorities
having jurisdiction of the Demised Premises which may be necessary for the
conduct of Tenant's business thereon including, without limitation, the
maintenance of a Certificate of Occupancy, Landlord acknowledges that Landlord's
Work shall include an obligation to initially obtain the Certificate of
Occupancy. Tenant's use of the Demised Premises shall be subject to, and
conditioned upon, procuring, maintaining and complying with such licenses and
permits, but Tenant's failure to procure, maintain or comply with such licenses
or permits shall not relieve or release Tenant from any of its obligations or
liabilities under this Lease. Tenant further covenants to comply with and be
solely responsible for compliance with all applicable laws, resolutions, codes,
rules and regulations of any department, bureau, agency or any governmental (as
well as quasi-governmental) authority having jurisdiction over the operation,
occupancy, maintenance and use of the Demised Premises for the purpose set forth
herein (including, without limitation, The Americans With Disabilities Act).
Tenant will indemnify and save Landlord harmless from and against any and all
claims, penalties, fines, judgments, loss, damage or expense imposed by reason
of a violation of any applicable law or ordinance or the rules and regulations
of governmental (as well as quasi-governmental) authorities having jurisdiction
thereof relating to Tenant's use, operation and/or occupancy, which indemnity
shall survive the termination or expiration of this Lease.

                  1.03 Tenant, recognizing that the Center is located in an area
of Tampa with first-class office buildings, further covenants and agrees that
Tenant shall, at Tenant's sole cost and expense:

                           (a) keep the Demised Premises clean and orderly,
remove all rubbish and other debris, in excess of debris typical of ordinary
office use, from the Demised Premises to such location as may be specified by
Landlord from time to time and under conditions approved by Landlord;

                           (b) keep, to the reasonable satisfaction of Landlord,
the Demised Premises free from vermin, rats, mice and insects resulting from
Tenant's consumption or storage of food and beverages in the Demised Premises;

                           (c) obey and observe (and compel its officers,
employees, contractors, licensees, invitees, subtenants, concessionaires and all
others doing business with it, to obey and observe), at Tenant's sole cost and
expense, all rules and regulations established by Landlord from time to time for
the conduct of Tenant and/or for the welfare of the Building and/or the Center,
but Landlord shall, except in case of emergency, give Tenant at least five (5)
days' notice of the establishment thereof;



                                     B-1-1
<PAGE>   39

                  1.04     Tenant agrees that it shall not, at any time:

                           (a) utilize any unethical (as determined by the
prevailing business customs in on the greater Tampa, Florida Area) method of
business operation in the Demised Premises or any portion thereof;

                           (b) place a load on any floor in the Demised Premises
exceeding the floor load per square foot that such floor was designed to carry
and that is allowed by law, or install, operate or maintain therein any heavy
item of equipment;

                           (c) take any action that would (i) knowingly violate
Landlord's union contracts, if any, affecting the Building and/or the Center (or
fails to cease such action once advised of the violation or disruption), (ii)
knowingly create any work stoppage, picketing, labor disruption, or labor
dispute (or fails to cease such action once advised of the violation or
disruption), (iii) interfere with the business of Landlord or any customer or
other person(s) lawfully in and upon the Center or (iv) cause any impairment or
reduction of the good will or reputation of the Center;

Tenant hereby agrees that the agreements, terms, covenants and conditions
contained in this Section 1.04 shall, in no event or respect, be taken, deemed,
interpreted, or construed to limit the generality of Section 1.03 in any respect
or to define or otherwise affect the scope or breadth of the said Section 1.03.

                  1.05 Tenant acknowledges that the provisions of this EXHIBIT
"B-1" are material inducements to Landlord for the execution of this Lease.



                                     B-1-2
<PAGE>   40



                                    EXHIBIT C

                              RULES AND REGULATIONS

         Tenant covenants and agrees to keep and observe the following rules and
regulations concerning the Premises, the Building and/or the Center. Landlord
shall have the right from time to time to prescribe additional rules and
regulations or amendments to existing rules and regulations which, in its
judgment, may be desirable for the use, entry, operation and management of the
Premises, the Building and/or the Center, each of which additional rules and
regulations or amendments shall become a part of this Lease. Tenant shall comply
with such additional rules and regulations or amendments, provided, however,
that such rules and regulations shall not contradict or abrogate any right or
privilege herein expressly granted to Tenant. Landlord shall not be liable for
the enforcement or failure to enforce any of the rules and regulations by other
tenants of the Center.

         A.Tenant shall not conduct itself or permit its contractors, agents,
employees or invitees to conduct themselves in the Premises or in the Center in
a manner inconsistent with the character of the Center as an office building of
the highest class or inconsistent with the comfort or convenience granted to
Tenant.

         B. Tenant shall not exhibit, sell or offer to sell on the Premises or
in the Center any article or thing, without the advance written consent of
Landlord.

         C. Tenant shall not sell or offer to sell or use or permit to be sold
or offered for sale or use in the Premises any alcoholic or other intoxicating
beverage.

         D. Tenant shall not display, inscribe, paint, print, maintain or affix
on any place in or about the Center any sign, notice, legend, direction, figure
or advertisement, except on the doors of the Premises, and then only such name
or names and in such color, size, style, place, material and manner as shall
first have been approved by Landlord in all respects.

         E. Tenant shall not use the name of the Center for any purpose other
than as the business address of Tenant and shall not use any pictures or
likeness of the Building and/or the Center in any circulars, notices,
advertisements or correspondence without Landlord's express consent in writing
having been first obtained.

         F. Tenant shall not obstruct or use for storage or for any purpose the
sidewalks, entrances, passages, courts, corridors, vestibules, halls, elevators
and stairways of the Building or the Center.

         G. No bicycle or other vehicle and no dog or other animal or bird shall
be brought or permitted to be in the Center or any part thereof.

         H. Tenant shall not make or permit any noise or odor that is
objectionable to other occupants of the Center to emanate from the Premises,
shall not create or maintain a nuisance therein, shall not disturb, solicit or
canvas any occupant of the Center, and shall not do any act tending to injure
the reputation of the Center.

         I. Tenant shall not install any piano, phonograph or other musical
instrument in the Center, or any antennae, aerial wires or other equipment
inside or outside the Building and/or the Center, without, in each and every
instance, approval in writing by Landlord having been first obtained. The use
thereof, if permitted, shall be subject to control by Landlord to the end that
others shall not be disturbed or annoyed.

         J. Tenant shall not place or permit to be placed any article of any
kind on the window ledges or on the exterior walls, and shall not throw (or
permit to be thrown or dropped) any article from any window of the Building
and/or the Center.

         K. Tenant shall not undertake to regulate any thermostat and shall not
waste water by tying, wedging or otherwise fastening open any faucet.

         L. Tenant shall not attach or permit to be attached any additional
locks or similar devices to any door or window nor shall Tenant make or permit
to be made any keys for any door to the Premises, the Building and/or the Center




                                      C-1
<PAGE>   41

other than those provided by Landlord (if more than two [2] keys for one [I]
lock are desired by Tenant, Landlord may provide the same upon payment by
Tenant). Tenant may at its expense and under the reasonable supervision and
direction of Landlord, install digital locks on the interior stairway doors, as
permitted by law, to permit secured access to the Premises by employees of
Tenant.

         M. If Tenant desires telegraphic, telephonic, burglar alarm or signal
service, Landlord will, upon request, direct where and how connections and all
wiring for such services shall be introduced and run. Tenant shall make no
boring, cutting or installation of wires or tables without such directions.

         N. Tenant shall not install antennae, blinds, shades, awnings or other
form of inside or outside window covering or similar devices other than as may
be approved by Landlord. Any such installation shall be at Tenant's sole cost
unless otherwise agreed by Landlord and Tenant.

         O. Unless Landlord gives advance written consent in each and every
instance, Tenant shall not install nor operate any steam or internal combustion
engine, boiler, machinery, refrigerating or heating device or air conditioning
apparatus in or about the Premises nor carry on any mechanical business therein
nor use the Premises for housing accommodations nor lodging or sleeping purposes
nor use any illumination other than electric light nor use or permit to be
brought into the Center any hazardous wastes, inflammable oils or fluids such as
gasoline, kerosene, naphtha and benzine, nor any explosives nor other articles
deemed hazardous to life, limb or property.

         P. Tenant shall not place nor allow anything to be against or near the
glass or partitions or doors of the Premises which may diminish the light in, or
be unsightly from, halls, corridors or atriums of the Building.

         Q. Tenant shall not install in the Premises any equipment without
complying with the terms set forth elsewhere in this Lease. Tenant shall also
ascertain from Landlord the maximum amount of electrical current which can
safely be used in the Premises, taking into account the capacity of the electric
wiring in the Building (as well as in the Center) and shall not use more than
such safe capacity and as is otherwise permitted elsewhere in this Lease.
Landlord's consent to the installation of electric equipment shall not relieve
Tenant from the obligation not to use more electricity than such safe capacity
as is otherwise permitted elsewhere in this Lease.

         R. Tenant shall not lay linoleum or other similar floor covering so
that such floor covering shall come in direct contact with the floor of the
Premises. Tenant shall not use cement or other similar material in the Premises,
without the prior approval of the Landlord.

         S. Tenant shall participate in any reasonable window cleaning program
that may be established by Landlord for all or substantially all of the Building
and/or the Center, but nothing contained herein shall be deemed or construed to
require Landlord to establish such a program.

         T. Tenant shall have deliveries to and from the Demised Premises done
at the time, in the manner and through the entrances designated by Landlord.

         U. Tenant shall not use the plumbing facilities for any purpose other
than that for which they were constructed, or dispose of any garbage or other
foreign substance therein, whether through the utilization of so-called
"disposal" or similar units, or otherwise.

         V. Tenant shall handle and dispose of all rubbish, garbage and waste
from Tenant's operations in areas designated by Landlord from time to time, in
accordance with regulations established therefor by Landlord, and not permit the
accumulation or burning of any rubbish or garbage in, on, or about any part of
the Demised Premises or the Center, and not permit any garbage or rubbish to be
stored anywhere outside the Demised Premises.



                                      C-2
<PAGE>   42


                                    EXHIBIT D

                                    GUARANTY

         This Guaranty made this ____ day of  ___, 2001, by COMPREHENSIVE
CARE CORPORATION, a Delaware corporation ("GUARANTOR"), having an address at
_________________________________, to and for the benefit of FOA TAMPA LLC
("LANDLORD"), having an office c/o Alliance Commercial Partners, L.L.C., 165
South Union Boulevard, Suite 510, Lakewood, Colorado 80228.

                              W I T N E S S E T H:

         WHEREAS, Landlord is the owner of the land and the improvements thereon
(the "BUILDING") known as Building 219, located at 200 South Hoover Boulevard in
"Mariner Square" in Tampa, Florida; and

         WHEREAS, pursuant to that certain Lease (the "LEASE") to be dated of
even date herewith between Landlord, as owner, and Comprehensive Behavioral
Care, Inc. ("TENANT"), as tenant, Landlord intends to demise to Tenant the
premises (the "PREMISES") at the Building as more specifically described in the
Lease; and

         WHEREAS, Guarantor desires to give this Guaranty to Landlord in order
to induce Landlord to enter into the Lease with Tenant.

         NOW, THEREFORE, for good and valuable consideration and as an
inducement to Landlord to enter into the Lease with Tenant:

         1. Guarantor (and each party comprising Guarantor, jointly and
severally) hereby unconditionally and absolutely guarantees to Landlord the full
and prompt payment when due of the Rent (however characterized) and all other
sums and charges payable by Tenant under the Lease, and further hereby
unconditionally and absolutely guarantees the full and timely performance and
observance of all covenants, terms, conditions and agreements therein provided
to be performed and observed by Tenant, and Guarantor hereby covenants and
agrees to and with Landlord that if default shall at any time be made by Tenant,
its successors and assigns, under the Lease, or if Tenant, its successors and
assigns should default in the performance and observance of any of the
covenants, terms, conditions or agreements contained in the Lease (such terms,
covenants, conditions and agreements being hereinafter referred to as the
"GUARANTEED OBLIGATIONS"), Guarantor will forthwith upon demand therefore pay
such rent and other sums and charges, and any arrears thereof, to Landlord and
will forthwith pay to Landlord all damages, costs and expenses that may arise in
consequence of any default by Tenant, its successors and assigns, under the
Lease, including, without limitation, all attorneys' fees and disbursements
incurred by Landlord or caused by any such default and/or the enforcement of
this Guaranty; successive recoveries may be had hereunder.

         2. This Guaranty is an absolute and unconditional guaranty of
payment and of performance. It shall be enforceable against Guarantor without
the necessity of any suit or proceedings on Landlord's part of any kind or
nature whatsoever against Tenant, its successors and assigns, and without the
necessity of nonpayment, nonperformance or nonobservance or any notice of
acceptance of this Guaranty and without need for demand for payment under this
Guaranty or of any other notice or demand to which Guarantor might otherwise be
entitled, all of which Guarantor hereby expressly waives; and Guarantor hereby
expressly agrees that the validity of this Guaranty and the obligations of
Guarantor hereunder shall in no way be terminated, affected, diminished or
impaired by reason of the assertion or the failure to assert by Landlord against
Tenant, or against Tenant's successors and assigns, of any of the rights or
remedies reserved to Landlord pursuant to the provisions of the Lease or allowed
at law or in equity or by relief of Tenant from any of Tenant's obligations
under the Lease or otherwise by (a) the release or discharge of Tenant in any
creditors' proceedings, receivership, bankruptcy or other proceedings, (b) the
impairment, limitation or modification of the liability of Tenant or the estate
of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's said
liability under the Lease, resulting from the operation of any present or future
provisions of the bankruptcy laws or from the decision in any court, or (c) the
rejection or disaffirmance of the Lease in any such proceedings.



                                      D-1
<PAGE>   43


         3. This Guaranty shall be a continuing guaranty and the liability
of Guarantor shall in no way be affected, modified or diminished by reason of
any assignment, amendment, renewal, supplement, modification or extension of the
Lease or by reason of any subletting of the Premises or any part thereof of by
reason of modification or waiver of or change in any of the terms, covenants,
conditions or provisions of the Lease, or by reason of any extension of time
that may be granted by Landlord to Tenant, its successors or assigns, or by a
substitution or relocation of any or all of the Premises with other space, or by
a changed or different use of the Premises, whether or not consented to by
Landlord, or by reason of any dealings or transactions or matters or things
occurring between Landlord and Tenant, its successors or assigns, whether or not
notice thereof is given to Guarantor.

         4. Landlord's consent to any subletting of all or any portion of
the Premises by any party or to any assignment or assignments, and successive
assignments by Tenant or Tenant's assigns of the Lease, made either with or
without notice to Guarantor, shall in no manner whatsoever release Guarantor
from any liability hereunder.

         5. All of Landlord's rights and remedies under the Lease or under
this Guaranty are intended to be distinct, separate and cumulative, and no such
right and remedy therein or herein mentioned, whether exercised by Landlord or
not, is intended to be an exclusion of or a waiver of any of the others. The
obligation of Guarantor hereunder shall not be released by Landlord's receipt,
application or release of any security given for the performance and observance
of covenants and conditions required to be performed or observed by Tenant under
the Lease nor shall Guarantor be released by the maintenance of or execution
upon any lien which Landlord may have or assert against Tenant and/or Tenant's
assets.

         6. Guarantor hereby submits itself to the jurisdiction of the
courts of Florida in any action or proceeding against Guarantor arising out of
this Guaranty and in furtherance thereof.

         7. Guarantor hereby covenants and agrees to and with Landlord,
its successors and assigns, that Guarantor may be joined in any action against
Tenant in connection with the Lease and that recovery may be had against
Guarantor in such action or in any independent action against Guarantor without
Landlord, its successors or assigns, first pursuing or exhausting any remedy or
claim against Tenant, its successors or assigns. Guarantor also agrees that, in
any jurisdiction, it will be conclusively bound by the judgment in any such
action by Landlord against Tenant (wherever brought) as if Guarantor were a
party to such action even though Guarantor is not joined as a party in such
action.

         8. Guarantor hereby waives all right to trial by jury in any
action or proceedings hereinafter instituted by Landlord to which Guarantor may
be a party.

         9. In the event that this Guaranty shall be held ineffective or
unenforceable by any court of competent jurisdiction, Guarantor shall be deemed
to be a tenant under the Lease with the same force and effect as if Guarantor
were expressly named as a joint tenant therein with joint and several liability.

         10. Any notice, demand or request by Landlord shall be in writing, and
shall be deemed to have been duly given or made if mailed by certified mail or
registered mail, return receipt requested, addressed to Guarantor's address
herein above set forth.

         11. This Guaranty shall be construed in accordance with and governed by
the laws of the State of Florida.



                                      D-2
<PAGE>   44


         12. This instrument shall inure to the benefit of Landlord and
Landlord's successors and assigns, and shall be binding upon and enforceable
against Guarantor and Guarantor's successors and assigns.

         IN WITNESS WHEREOF, Guarantor has executed this instrument the day and
year first above written.

WITNESS:                           GUARANTOR:
                                   COMPREHENSIVE CARE CORPORATION, a
------------------------           Delaware corporation

                                   By:
                                       ----------------------------------
                                   Name:
                                       ----------------------------------
------------------------           Title:
                                       ----------------------------------
                                   Federal I.D. Number:
                                                        -----------------



                                      D-3
<PAGE>   45



                                  SCHEDULE "1"

                      CERTIFICATION AS TO COMMENCEMENT DATE

         THIS CERTIFICATION AS THE COMMENCEMENT DATE is dated this - day of
____, 2001, by and between FOA TAMPA LLC ("LANDLORD") and COMPREHENSIVE
BEHAVIORAL CARE, INC. ("TENANT").

                                BACKGROUND FACTS

         A. Landlord and Tenant entered into that certain Lease (the
"LEASE") dated     ___, 2001 whereby the Tenant leased,
Suite 200 (along with a portion of the first floor) (the "PREMISES") in the
building identified as Building 219 (the "BUILDING") located at 200 South Hoover
Boulevard in Tampa, Florida, which Building is located in a center (the
"CENTER") now known as "Mariner Square" (which name may be changed at any time,
or from time to time, by Landlord); and

         B. Pursuant to the Lease, Landlord is hereby requesting Tenant to
stipulate as to the "Commencement Date" under the Lease and as to the scheduled
"Termination Date" of the Lease.

                              TERMS AND CONDITIONS

         NOW THEREFORE, in consideration of the mutual promises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Landlord and Tenant hereby agree as follows:

         1.       The Commencement Date under the Lease is ___________, 20___.

         2.       The Lease is scheduled to expire on ________________, _____.

         3.       Tenant hereby acknowledges that (i) Tenant is in possession of
and has accepted the Premises, (ii) all of work to be performed by Landlord as
required by the terms of the Lease, if any, has been properly completed, (iii)
Tenant has no claim or action under the Lease or against the Landlord whatsoever
and (iv) Tenant hereby confirms that there is no default or breach under the
Lease on the part of Landlord.


                                   Schedule 1

<PAGE>   46



 WITNESS:                                            LANDLORD:
                                  FOA TAMPA LLC

---------------------------        By:  Florida Office Associates, LLC, a
                                        Delaware limited liability company, its
                                        sole member

---------------------------             By:  Florida Office Associates Managing
                                             Member, LLC, a Colorado limited
                                             liability company, its manager

                                             By:  Alliance Commercial Holdings
                                                  II, LLC, a Colorado limited
                                                  liability company, its sole
                                                  member

                                                       By:  Alliance Commercial
                                                            Partners, LLC, a
                                                            Colorado limited
                                                            liability company,
                                                            its manager

                                                            By:
                                                              -----------------
                                                            Name:
                                                              -----------------
                                                            Title:
                                                              -----------------

                                  TENANT:

                                  COMPREHENSIVE BEHAVIORAL CARE, INC.

                                  By:
------------------------              -----------------------------
                                  Name:
                                      -----------------------------
                                  Title:
------------------------              -----------------------------



                                   Schedule 1
</TEXT>
</DOCUMENT>
