ENCLOSED IS THE LEASE AGREEMENT BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP, A PENNSYLVANIA LIMITED PARTNERSHIP

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FLORIDA LIMITED LIABILITY COMPANY | LIBERTY PROPERTY LIMITED PARTNERSHIP | NATIONSHEALTH SUPPLY, L.L.C

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Title: ENCLOSED IS THE LEASE AGREEMENT BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP, A PENNSYLVANIA LIMITED PARTNERSHIP
Date: 3/25/2005

ENCLOSED IS THE LEASE AGREEMENT BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP, A PENNSYLVANIA LIMITED PARTNERSHIP, Parties: florida limited liability company , liberty property limited partnership , nationshealth supply l.l.c

<PAGE>

Exhibit 10.5

================================================================================

ENCLOSED IS THE

LEASE AGREEMENT

BETWEEN

LIBERTY PROPERTY LIMITED PARTNERSHIP,

A PENNSYLVANIA LIMITED PARTNERSHIP

("LANDLORD")

AND

NATIONSHEALTH SUPPLY, L.L.C.

A FLORIDA LIMITED LIABILITY COMPANY ("TENANT")

================================================================================

<PAGE>

LEASE AGREEMENT

(Multi-Tenant Industrial)

INDEX

<TABLE>

SECTION SECTION PAGE

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

1. Summary of Terms and Certain Definitions....................... 1

2. Premises....................................................... 2

3. Acceptance of Premises......................................... 2

4. Use; Compliance................................................ 2

5. Term........................................................... 2

6. Minimum Annual Rent............................................ 3

7. Operation of Property; Payment of Expenses..................... 3

8. Signs.......................................................... 4

9. Alterations and Fixtures ...................................... 5

10. Mechanics' Liens............................................... 5

11. Landlord's Right of Entry...................................... 5

12. Damage by Fire or Other Casualty............................... 5

13. Condemnation................................................... 6

14. Non-Abatement of Rent.......................................... 6

15. Indemnification of Landlord.................................... 6

16. Waiver of Claims............................................... 6

17. Quiet Enjoyment................................................ 6

18. Assignment and Subletting...................................... 6

19. Subordination; Mortgagee's Rights.............................. 7

20. Recording; Tenant's Certificate................................ 7

21. Surrender; Abandoned Property.................................. 8

22. Curing Tenant's Defaults....................................... 8

23. Defaults - Remedies ........................................... 8

24. Representations of Tenant...................................... 9

25. Liability of Landlord.......................................... 9

26. Interpretation; Definitions ................................... 10

</TABLE>

<PAGE>

THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED

PARTNERSHIP, a Pennsylvania limited partnership ("LANDLORD") with its address at

777 Yamato Road, Boca Raton, FL 33431, and NATIONSHEALTH SUPPLY L.L.C., a

limited liability company organized under the laws of Florida ("TENANT") with

its address at 2500 Weston Road, Suite 401, Weston, Florida 33331 and is dated

as of the date on which this lease has been fully executed by Landlord and

Tenant.

1. SUMMARY OF TERMS AND CERTAIN DEFINITIONS.

(A) "PREMISES": Approximate rentable square feet: 17,720

(Section 2) Suite:

(B) "BUILDING": Approximate rentable square feet: 24,732

(Section 2) Address: 13650 N.W. 8th Street

Sunrise, Florida 33325

(Section 5)

(i) "COMMENCEMENT DATE": March 1, 2003

(ii) "EXPIRATION DATE": SEE SECTION 5

(D) MINIMUM RENT (Section 6) & OPERATING EXPENSES (Section 7)

(i) "MINIMUM ANNUAL RENT":

<TABLE>

MONTHS ANNUAL MONTHLY

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

1 - 6 N/A $ 0.00

*7 - 18 $105,000.00 $ 8,750.00

19 - 30 $194,920.00 $16,243.33

31 - 42 $203,780.00 $16,981.66

43 - 54 $212,640.00 $17,720.00

55 - 66 $221,500.00 $18,458.33

67 - 78 $230,360.00 $19,196.66

79 - 90 $239,220.00 $19,935.00

</TABLE>

* TENANT IS REQUIRED TO PAY ANNUAL OPERATING EXPENSES PLUS STATE SALES TAX

DURING THIS YEAR BASED ON 10,000 RENTABLE SQUARE FEET.

(ii) ESTIMATED "ANNUAL OPERATING EXPENSES": $52,000.00 (Fifty-Two

Thousand and 00/100 Dollars), payable in monthly installments of $4,333.33 (Four

Thousand Three Hundred Thirty-Three and 33/100 Dollars), subject to adjustment

(Section 7(a)).

(iii) ESTIMATED "ANNUAL PREMISES DIRECT OPERATING EXPENSES":

$15,948.00 (Fifteen Thousand Nine Hundred Forty-Eight and 00/100 Dollars),

payable in monthly installments of $1,329.00 (One Thousand Three Hundred

Twenty-Nine and 00/100 Dollars), subject to adjustment (Section 7(g)).

(E) "PROPORTIONATE SHARE" (Section 7(a)): 71.65% (Ratio of approximate

rentable square feet in the Premises to approximate rentable square feet in the

Building).

(F) "USE" (Section 4): General office, marketing, shipping and pharmacy, to

the extent permitted by applicable law.

<PAGE>

(G) "SECURITY DEPOSIT" (Section 28): $14,412.33 (Fourteen Thousand Four

Hundred Twelve and 33/100 Dollars). See Rider.

(H) "CONTENTS": This lease consists of the Index, pages 1 through 11

containing Sections 1 through 28 and the following, all of which are attached

hereto and made a part of this lease:

Rider with Sections 29 through 52

Exhibits: "A" - Plan showing Premises

"B" - Commencement Certificate Form

"C" - Building Rules

"D" - Estoppel Certificate Form

"E" - Plan of Improvements

"F" - Standard Tenant Buildout Specifications

"G" - Cleaning Schedule

"H" - Memorandum to Lease

"I" - Form of Letter of Credit

<PAGE>

2. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from

Landlord the Premises as shown on attached Exhibit "A" within the Building (the

Building and the lot on which it is located, the "PROPERTY"), together with the

nonexclusive right with Landlord and other occupants of the Building to use all

areas and facilities provided by Landlord for the use of all tenants in the

Property including any driveways, sidewalks and parking, loading and landscaped

areas (the "COMMON AREAS").

3. ACCEPTANCE OF PREMISES. Tenant has examined and knows the condition of the

Property, the zoning, streets, sidewalks, parking areas, curbs and access ways

adjoining it, visible easements, any surface conditions and the present uses,

and Tenant accepts them in the condition in which they now are, without relying

on any representation, covenant or warranty by Landlord. Tenant and its agents

shall have the right, at Tenant's own risk, expense and responsibility, at all

reasonable times prior to the Commencement Date, to enter the Premises for the

purpose of taking measurements and installing its furnishings and equipment;

provided that the Premises are vacant and Tenant obtains Landlord's prior

written consent.

4. USE; COMPLIANCE.

(A) PERMITTED USE. Tenant shall occupy and use the Premises for and only

for the Use specified in Section 1(f) above and in such a manner as is lawful,

reputable and will not create any nuisance or otherwise interfere with any other

tenant's normal operations or the management of the Building. Without limiting

the foregoing, such Use shall exclude any use that would cause the Premises or

the Property to be deemed a "place of public accommodation" under the Americans

with Disabilities Act (the "ADA") as further described in the Building Rules

(defined below). All Common Areas shall be subject to Landlord's exclusive

control and management at all times. Tenant shall not use or permit the use of

any portion of the Property for outdoor storage or installations outside of the

Premises nor for any use that would interfere with any other person's use of any

portion of the Property outside of the Premises.

(B) COMPLIANCE. Landlord represents that, as of the date of this lease,

there is no action required with respect to the Premises or Common Areas under

any laws (including Title III of the ADA), ordinances, notices, orders, rules,

regulations and requirements applicable to the Premises or to the Common Areas.

From and after the Commencement Date, Tenant shall comply promptly, at its true

expense, (including making any alterations or improvements) with all laws

(including the ADA), ordinances, notices, orders, rules, regulations and

requirements regulating the Property during the Term which impose any duty upon

Landlord or Tenant with respect to Tenant's use, occupancy or alteration of, or

Tenant's installations in or upon, the Property including the Premises, (as the

same may be amended, the "LAWS AND REQUIREMENTS") and the building rules

attached as Exhibit "C", as amended by Landlord from time to time (the "BUILDING

RULES"). Provided, however, that Tenant shall not be required to comply with the

Laws and Requirements with respect to the footings, foundations, structural

steel columns and girders forming a part of the Property unless the need for

such compliance arises out of Tenant's use, occupancy or alteration of the

Property, or by any act or omission of Tenant or any employees, agents,

contractors, licensees or invitees ("AGENTS") of Tenant. With respect to

Tenant's obligations as to the Property, other than the Premises, at Landlord's

option and at Tenant's expense. Landlord may comply with any repair, replacement

or other construction requirements of the Laws and Requirements and Tenant shall

pay to Landlord all costs thereof as additional rent.

and Requirements as set forth above, all manufacturers' instructions and all

requirements of insurers relating to the treatment, production, storage,

handling, transfer, processing, transporting, use, disposal and release of

hazardous substances, hazardous mixtures, chemicals, pollutants, petroleum

products, toxic or radioactive matter (the "RESTRICTED ACTIVITIES"). Tenant

shall deliver to Landlord copies of all Material Safety Data Sheets or other

written information prepared by manufacturers, importers or suppliers of any

chemical and all notices, filings, permits and any other written communications

from or to Tenant and any entity regulating any Restricted Activities.

(D) NOTICE. If at any time during or after the Term, Tenant becomes aware

of any inquiry, investigation or proceeding regarding the Restricted Activities

or becomes aware of any claims, actions or investigations regarding the ADA,

Tenant shall give Landlord written notice, within 5 days after first learning

thereof, providing all available information and copies of any notices.

5. TERM. The Term of this lease shall commence on the Commencement Date and

shall end at 11:59 p.m. on the last day of the Term (the "EXPIRATION DATE"),

without the necessity for notice from either party, unless sooner terminated in

accordance with the terms hereof. At Landlord's request, Tenant shall confirm

the Commencement Date and Expiration Date by executing a lease commencement

certificate in the form attached as Exhibit "B".

6. MINIMUM ANNUAL RENT. Tenant agrees to pay to Landlord the Minimum Annual Rent

in equal monthly installments in the amount set forth in Section l(d) (as

increased at the beginning of each lease year as set forth in Section l(d)), in

advance, on the first day of each calendar month during the Term, without

notice, demand or setoff, at Landlord's address designated at the beginning of

<PAGE>

this lease unless Landlord designates otherwise; provided that rent for the

first full month shall be paid at the signing of this lease. If the Commencement

Date falls on a day other than the first day of a calendar month, the rent shall

be apportioned pro rata on a per diem basis for the period from the Commencement

Date until the first day of the following calendar month and shall be paid on or

before the Commencement Date. As used in this lease, the term "lease year" means

the period from the Commencement Date through the succeeding 12 full calendar

months (including for the first lease year any partial month from the

Commencement Date until the first day of the first full calendar month) and each

successive 12 month period thereafter during the Term.

7. OPERATION OF PROPERTY; PAYMENT OF EXPENSES.

(A) PAYMENT OF OPERATING EXPENSES. Tenant shall pay to Landlord the Annual

Operating Expenses in equal monthly installments in the amount set forth in

Section l(d) (prorated for any partial month), from the Commencement Date and

continuing throughout the Term on the first day of each calendar month during

the Term, as additional rent, without notice, demand or setoff; provided that

the monthly installment for the first full month shall be paid at the signing of

this lease. Landlord shall apply such payments to the operating expenses owed to

Landlord by Tenant pursuant to the following Sections 7(b)-(f). The amount of

the Annual Operating Expenses set forth in Section l(d) represents Tenant's

Proportionate Share of the estimated operating expenses during the first

calendar year of the Term on an annualized basis; from time to time Landlord may

adjust such estimated amount if the estimated operating expenses increase. By

April 30th of each year (and as soon as practical after the expiration or

termination of this lease or at any time in the event of a sale of the

Property), Landlord shall provide Tenant with a statement of the actual amount

of such expenses for the preceding calendar year or part thereof. Landlord or

Tenant shall pay to the other the amount of any deficiency or overpayment then

due from one to the other or, at Landlord's option, Landlord may credit Tenant's

account for any overpayment. Tenant's obligation to pay the Annual Operating

Expenses pursuant to this Section 7 shall survive the expiration or termination

of this lease.

(B) TAXES AND OTHER IMPOSITIONS. Tenant shall pay prior to delinquency all

levies, taxes (including sales taxes and gross receipt taxes), assessments,

liens, license and permit fees, which are applicable to the Term, and which are

imposed by any authority or under any law, ordinance or regulation thereof, or

pursuant to any recorded covenants or agreements, and the reasonable cost of

contesting any of the foregoing (the "IMPOSITIONS") upon or with respect to the

Premises, or any improvements thereto, or directly upon this lease or the Rent

(defined in Section 7(f)) or amounts payable by any subtenants or other

occupants of the Premises, or against Landlord because of Landlord's estate or

interest herein. Additionally, Tenant shall pay as aforesaid its Proportionate

Share of any Imposition which is not imposed upon the Premises as a separate

entity but which is imposed upon all or part of the Property or upon the leases

or rents relating to the Property.

(i) Nothing herein contained shall be interpreted as requiring Tenant

to pay any income, excess profits or corporate capital stock tax imposed or

assessed upon Landlord, unless such tax or any similar tax is levied or assessed

in lieu of all or any part of any Imposition or an increase in any Imposition.

(ii) If it shall not be lawful for Tenant to reimburse Landlord for

any of the Impositions, the Minimum Annual Rent shall be increased by the amount

of the portion of such Imposition allocable to Tenant, unless prohibited by law.

(i) PROPERTY. Landlord shall keep in effect, and Tenant shall pay to

Landlord its Proportionate Share of the cost of, insurance against loss or

damage to the Building or the Property by fire and such other casualties as may

be included within fire, extended coverage and special form insurance covering

the full replacement cost of the Building (but excluding coverage of Tenant's

personal property in, and any alterations by Tenant to, the Premises), and such

other insurance as Landlord may reasonably deem appropriate or as may be

required from time-to-time by any mortgagee.

(ii) LIABILITY. Tenant, at its own expense, shall keep in effect

comprehensive general public liability insurance with respect to the Premises

and the Property, including contractual liability insurance, with such limits of

liability for bodily injury (including death) and property damage as reasonably

may be required by Landlord from time-to-time, but not less than a combined

single limit of $1,000,000 per occurrence and a general aggregate limit of not

less than $3,000,000 (which aggregate limit shall apply separately to each of

Tenant's locations if more than the Premises); however, such limits shall not

limit the liability of Tenant hereunder. The policy of comprehensive general

public liability insurance also shall name Landlord and Landlord's agent as

insured parties with respect to the Premises, shall be written on an

"occurrence" basis and not on a "claims made" basis, shall provide that it is

primary with respect to any policies carried by Landlord and that any coverage

carried by Landlord shall be excess insurance, shall provide that it shall not

be cancelable or reduced without at least 30 days prior written notice to

Landlord and shall be issued in form satisfactory to Landlord. The insurer shall

be a responsible insurance carrier which is authorized to issue such insurance

and licensed to do business in the state in which the Property is located and

which has at all times during the Term a rating of no less than A VII in the

most current edition of Best's Insurance Reports. Tenant shall deliver to

Landlord on or before the

<PAGE>

Commencement Date, and subsequently renewals of a certificate of insurance

evidencing such coverage and the waiver of Subrogation described below.

(iii) WAIVER OF SUBROGATION. Landlord and Tenant shall have included

in their respective property insurance policies waivers of their respective

insurers' right of subrogation against the other party. If such a waiver should

be unobtainable or unenforceable, then such policies of insurance shall state

expressly that such policies shall not be invalidated if, before a casualty, the

insured waives the right of recovery against any party responsible for a

casualty covered by the policy.

(iv) INCREASE OF PREMIUMS. Tenant agrees not to do anything or fail to

do anything which will increase the cost of Landlord's insurance or which will

prevent Landlord from procuring policies (including public liability) from

companies and in a form satisfactory to Landlord. If any breach of the preceding

sentence by Tenant causes the rate of fire or other insurance to be increased,

Tenant shall pay the amount of such increase as additional rent promptly upon

being billed.

(D) REPAIRS AND MAINTENANCE; COMMON AREAS; BUILDING MANAGEMENT. Except as

specifically otherwise provided in this Section (d), Tenant at its sole expense

shall maintain the Premises in good order and condition, promptly make all

repairs necessary to maintain such condition, and repair any damage to the

Premises caused by Tenant or its Agents. All repairs made by Tenant shall

utilize materials and equipment which are comparable to those originally used in

constructing the Building and Premises. When used in this Section (d), the term

"repairs" shall include replacements and renewals when necessary.

(i) Landlord, at its sole expense, shall make all necessary repairs to

the footings, foundations, structural steel columns and girders forming a part

of the Premises, provided that Landlord shall have no responsibility to make any

repair until Landlord receives written notice of the need for such repair.

(ii) Landlord, at Tenant's sole expense, shall maintain and repair the

HVAC systems appurtenant to the Premises.

(iii) Landlord shall make all necessary repairs to the roof, exterior

portions of the Premises and the Building, utility and communications lines,

equipment and facilities in the Building, which serve more than one tenant, and

to the Common Areas, the cost of which shall be an operating expense of which

Tenant shall pay its Proportionate Share, provided that Landlord shall have no

responsibility to make any repair until Landlord receives written notice of the

need for such repair. Landlord shall operate and manage the Property and shall

maintain all Common Areas and any paved areas appurtenant to the Property in a

clean and orderly condition. Landlord reserves the right to make alterations to

the Common Areas from time to time. Operating expenses also shall include (A)

all sums expended by Landlord for the supervision, maintenance, repair,

replacement and operation of the Common Areas (including the costs of utility

services), (B) any costs of building improvements made by Landlord to the

Property that are required by any governmental authority or for the purpose of

reducing operating expenses and (C) a management and administrative fee

applicable to the overall operation of the Property.

(iv) Notwithstanding anything herein to the contrary, repairs and

replacements to the Property including the Premises made necessary by Tenant's

use, occupancy or alteration of, or Tenant's installation in or upon the

Property or by any act or omission of Tenant or its Agents shall be made at the

sole expense of Tenant to the extent not covered by any applicable insurance

proceeds paid to Landlord. Tenant shall not bear the expense of any repairs or

replacements to the Property arising out of or caused by any other tenant's use,

occupancy or alteration of, or any other tenant's installation in or upon, the

Property or by any act or omission of any other tenant or any other tenant's

Agents.

(E) UTILITY CHARGES. Tenant shall pay for water, sewer, gas, electricity,

heat, power, telephone and other communication services and any other utilities

supplied to or consumed in or on the Premises. Landlord shall not be responsible

or liable for any interruption in utility service, nor shall such interruption

affect the continuation or validity of this lease.

(F) NET LEASE. Except for the obligations of Landlord expressly set forth

herein, this lease is a "triple net lease" and Landlord shall receive the

Minimum Annual Rent as net income from the Premises, not diminished by any

expenses other than payments under any mortgages, and Landlord is not and shall

not be required to render any services of any kind to Tenant. The term "RENT" as

used in this lease means the Minimum Annual Rent, Annual Operating Expenses and

any other additional rent or sums payable by Tenant to Landlord pursuant to this

lease, all of which shall be deemed rent for purposes of Landlord's rights and

remedies with respect thereto. Tenant shall pay all Rent to Landlord within 30

days after Tenant is billed, unless otherwise provided this lease, and interest

shall accrue on all sums due but unpaid.

8. SIGNS. Except for signs which are located wholly within the interior of the

Premises and not visible from the exterior of the Premises, no signs shall be

placed on the Property without the prior written consent of Landlord. All signs

installed by Tenant shall

<PAGE>

be maintained by Tenant in good condition and Tenant shall remove all such signs

at the termination of this lease and shall repair any damage caused by such

installation, existence or removal.

9. ALTERATIONS AND FIXTURES.

(a) Subject to Section 10, Tenant shall have the right to install its trade

fixtures in the Premises, provided that no such installation or removal thereof

shall affect any structural portion of the Property nor any utility lines,

communications lines, equipment or facilities in the Building serving any tenant

other than Tenant. At the expiration or termination of this lease and at the

option of Landlord or Tenant, Tenant shall remove such installation(s) and, in

the event of such removal. Tenant shall repair any damage caused by such

installation or removal; if Tenant, with Landlord's written consent, elects not

to remove such installation(s) at the expiration or termination of this lease,

all such installations shall remain on the Property and become the property of

Landlord without payment by Landlord.

(b) Except for non-structural changes which do not exceed $5000 in the

aggregate. Tenant shall not make or permit to be made any alterations to the

Premises without Landlord's prior written consent. Tenant shall pay the costs of

any required architectural/engineering reviews. In making any alterations, (i)

Tenant shall deliver to Landlord the plans, specifications and necessary

permits, together with certificates evidencing that Tenant's contractors and

subcontractors have adequate insurance coverage naming Landlord and Landlord's

agent as additional insureds, at least 10 days prior to commencement thereof,

(ii) such alterations shall not impair the structural strength of the Building

or any other improvements or reduce the value of the Property or affect any

utility lines, communications lines, equipment or facilities in the Building

serving any tenant other than Tenant, (iii) Tenant shall comply with Section 10

and (iv) the occupants of the Building and of any adjoining property shall not

be disturbed thereby. All alterations to the Premises by Tenant shall be the

property of Tenant until the expiration or termination of this lease; at that

time all such alterations shall remain on the Property and become the property

of Landlord without payment by Landlord unless Landlord gives written notice to

Tenant to remove the same, in which event Tenant will remove such alterations

and repair any resulting damage. At Tenant's request prior to Tenant making any

alterations, Landlord shall notify Tenant in writing, whether Tenant is required

to remove such alterations at the expiration or termination of this lease.

10. MECHANICS' LIENS. Tenant shall pay promptly any contractors and materialmen

who supply labor, work or materials to Tenant at the Property and shall take all

steps permitted by law in order to avoid the imposition of any mechanic's lien

upon all or any portion of the Property. Should any such lien or notice of lien

be filed for work performed for Tenant other than by Landlord, Tenant shall bond

against or discharge the same within 5 days after Tenant has notice that the

lien or claim is filed regardless of the validity of such lien or claim. Nothing

in this lease is intended to authorize Tenant to do or cause any work to be done

or materials to be supplied for the account of Landlord, all of the same to be

solely for Tenant's account and at Tenant's risk and expense. Throughout this

lease the term "MECHANIC'S LIEN" is used to include any lien, encumbrance or

charge levied or imposed upon all or any portion of, interest in or income from

the Property on account of any mechanic's, laborer's, materialman's or

construction lien or arising out of any debt or liability to or any claim of any

contractor, mechanic, supplier, materialman or laborer and shall include any

mechanic's notice of intention to file a lien given to Landlord or Tenant, any

stop order given to Landlord or Tenant, any notice of refusal to pay naming

Landlord or Tenant and any injunctive or equitable action brought by any person

claiming to be entitled to any mechanic's lien.

11. LANDLORD'S RIGHT OF ENTRY. Tenant shall permit Landlord and its Agents to

enter the Premises at all reasonable times following reasonable notice (except

in the event of an emergency), for the purpose of inspection, maintenance or

making repairs, alterations or additions as well as to exhibit the Premises for

the purpose of sale or mortgage and, during the last 12 months of the Term, to

exhibit the Premises to any prospective tenant. Landlord will make reasonable

efforts not to inconvenience Tenant in exercising the foregoing rights, but

shall not be liable for any loss of occupation or quiet enjoyment thereby

occasioned.

12. DAMAGE BY FIRE OR OTHER CASUALTY.

(a) If the Premises or Building shall be damaged or destroyed by fire or

other casualty, Tenant promptly shall notify Landlord and Landlord, subject to

the conditions set forth in this Section 12, shall repair such damage and

restore the Premises to substantially the same condition in which they were

immediately prior to such damage or destruction, but not including the repair,

restoration or replacement of the fixtures or alterations installed by Tenant.

Landlord shall notify Tenant in writing, within 30 days after the date of the

casualty, if Landlord anticipates that the restoration will take more than 180

days from the date of the casualty to complete; in such event, either Landlord

or Tenant may terminate this lease effective as of the date of casualty by

giving written notice to the other within 10 days after Landlord's notice.

Further, if a casualty occurs during the last 12 months of the Term or any

extension thereof, Landlord may cancel this lease unless Tenant has the right to

extend the Term for at least 3 more years and does so within 30 days after the

date of the casualty.

<PAGE>

(b) Landlord shall maintain a 12 month rental coverage endorsement or other

comparable form of coverage as part of its fire, extended coverage and special

form insurance. Tenant will receive an abatement of its Minimum Annual Rent and

Annual operating Expenses to the extent the Premises are rendered untenantable

as determined by the carrier providing the rental coverage endorsement.

13. CONDEMNATION.

(A) TERMINATION. If (i) all of the Premises are taken by a condemnation or

otherwise for any public or quasi-public use, (ii) any part of the Premises is

so taken and the remainder thereof is insufficient for the reasonable operation

of Tenant's business or (iii) any of the Property is so taken, and, in

Landlord's opinion, it would be impractical or the condemnation proceeds are

insufficient to restore the remainder of the Property, then this lease shall

terminate and all unaccrued obligations hereunder shall cease as of the day

before possession is taken by the condemnor.

(B) PARTIAL TAKING. If there is a condemnation and this lease has not been

terminated pursuant to this Section, (i) Landlord shall restore the Building and

the improvements which are a part of the Premises to a condition and size as

nearly comparable as reasonably possible to the condition and size thereof

immediately prior to the date upon which the condemnor took possession and (ii)

the obligations of Landlord and Tenant shall be unaffected by such condemnation

except that there shall be an equitable abatement of the Minimum Annual Rent

according to the rental value of the Premises before and after the date upon

which the condemnor took possession and/or the date Landlord completes such

restoration.

have the right to make a claim against the condemnor for moving expenses and

business dislocation damages to the extent that such claim does not reduce the

sums otherwise payable by the condemnor to Landlord. Except as aforesaid and

except as set forth in (d) below, Tenant hereby assigns all claims against the

condemnor to Landlord.

(D) TEMPORARY TAKING. No temporary taking of the Premises shall terminate

this lease or give Tenant any right to any rental abatement. Such a temporary

taking will be treated as if Tenant had sublet the Premises to the condemnor and

had assigned the proceeds of the subletting to Landlord to be applied on account

of Tenant's obligations hereunder. Any award for such a termparary taking during

the Term shall be applied first, to Landlord's costs of collection and, second,

on account of sums owing by Tenant hereunder, and if such amounts applied on

account of sums owing by Tenant hereunder should exceed the entire amount owing

by Tenant for the remainder of the Term, the excess will be paid to Tenant.

14. NON-ABATEMENT OF RENT. Except as otherwise expressly provided as to damage

by fire or other casualty in Section 12(b) and as to condemnation in Section

13(b), there shall be no abatement or reduction of the Rent for any cause

whatsoever, and this lease shall not terminate, and Tenant shall not be entitled

to surrender the Premises.

15. INDEMNIFICATION OF LANDLORD. Subject to Sections 7(c)(iii) and 16, Tenant

will protect, indemnify and hold harmless Landlord and its Agents from and

against any and all claims, actions, damages, liability and expense (including

fees of attorneys, investigators and experts) in connection with loss of life,

personal injury or damage to property in or about the Premises or arising out of

the occupancy or use of the Premises by Tenant or its Agents or occasioned

wholly or in part by any act or omission of Tenant or its Agents, whether prior

to, during or after the Term, except to the extent such loss, injury or damage

was caused by the negligence of Landlord or its Agents. In case any action or

proceeding is brought against Landlord and/or its Agents by reason of the

foregoing. Tenant, at its expense, shall resist and defend such action or

proceeding, or cause the same to be resisted and defended by counsel (reasonably

acceptable to Landlord and its Agents) designated by the insurer whose policy

covers such occurrence or by counsel designated by Tenant and approved by

Landlord and its Agents. Tenant's obligations pursuant to this Section 15 shall

survive the expiration or termination of this lease.

16. WAIVER OF CLAIMS. Landlord and Tenant each hereby waives all claims for

recovery against the other for any loss or damage which may be inflicted upon

the property of such party even if such loss or damage shall be brought about by

the fault or negligence of the other party or its Agents; provided, however,

that such waiver by Landlord shall not be effective with respect to any

liability of Tenant described in Sections 4(c) and 7(d)(iv).

17. QUIET ENJOYMENT. Landlord covenants that Tenant, upon performing all of its

covenants, agreements and conditions of this lease, shall have quiet and

peaceful possession of the Premises as against anyone claiming by or through

Landlord, subject, however, to the exceptions, reservations and conditions of

this lease.

<PAGE>

18. ASSIGNMENT AND SUBLETTING.

(A) LIMITATION. Tenant shall not transfer this lease, voluntarily or by

operation of law, without the prior written consent of Landlord which shall not

be withheld unreasonably. However, Landlord's consent shall not be required in

the event of any transfer by Tenant to an affiliate of Tenant which is at least

as creditworthy as Tenant as of the date of this lease and provided Tenant

delivers to Landlord the instrument described in Section (c)(iii) below,

together with a certification of such creditworthiness by Tenant and such

affiliate. Any transfer not in conformity with this Section 18 shall be void at

the option of Landlord, and Landlord may exercise any or all of its rights under

Section 23. A consent to one transfer shall not be deemed to be a consent to any

subsequent transfer. "Transfer" shall include any sublease, assignment, license

or concession agreement, change in ownership or control of Tenant, mortgage or

hypothecation of this lease or Tenant's interest therein or in all or a portion

of the Premises.

(B) OFFER TO LANDLORD. Tenant acknowledges that the terms of this lease,

including the Minimum Annual Rent, have been based on the understanding that

Tenant physically shall occupy the Premises for the entire Term. Therefore, upon

Tenant's request to transfer all or a portion of the Premises, at the option of

Landlord, Tenant and Landlord shall execute an amendment to this lease removing

such space from the Premises, Tenant shall be relieved of any liability with

respect to such space and Landlord shall have the right to lease such space to

any party, including Tenant's proposed transferee.

transfer, with or without Landlord's consent:

(i) As of the date of any transfer, Tenant shall not be in default

under this lease nor shall any act or omission have occurred which would

constitute a default with the giving of notice and/or the passage of time.

(ii) No transfer shall relieve Tenant of its obligation to pay the

Rent and to perform all its other obligations hereunder. The acceptance of Rent

by Landlord from any person shall not be deemed to be a waiver by Landlord of

any provision of this lease or to be a consent to any transfer.

(iii) Each transfer shall be by a written instrument in form and

substance satisfactory to Landlord which shall (A) include an assumption of

liability by any transferee of all Tenant's obligations and the transferee's

ratification of and agreement to be bound by all the provisions of this lease,

(B) afford Landlord the right of direct action against the transferee pursuant

to the same remedies as are available to Landlord against Tenant and (C) be

executed by Tenant and the transferee.

(iv) Tenant shall pay, within 10 days of receipt of an invoice which

shall be no less than $250, Landlord's reasonable attorneys' fees and costs in

connection with the review, processing and documentation of any transfer for

which Landlord's consent is requested.

19. SUBORDINATION; MORTGAGEE'S RIGHTS.

(A) This lease shall be subordinate to any first mortgage or other primary

encumbrance now or hereafter affecting the Premises. Although the subordination,

is self-operative, within 10 days after written request, Tenant shall execute

and deliver any further instruments confirming such subordination of this lease

and any further instruments of attornment that may be desired by any such

mortgagee or Landlord. However, any mortgagee may at any time subordinate its

mortgage to this lease, without Tenant's consent, by giving written notice to

Tenant, and thereupon this lease shall be deemed prior to such mortgage without

regard to their respective dates of execution and delivery, provided, however,

that such subordination shall not affect any mortgagee's right to condemnation

awards, casualty insurance proceeds, intervening liens or any right which shall

arise between the recording of such mortgage and the execution of this lease.

(B) It is understood and agreed that any mortgagee shall not be liable to

Tenant for any funds paid by Tenant to Landlord unless such funds actually have

been transferred to such mortgagee by Landlord.

obligation to restore the Premises after a casualty or condemnation shall be

subject to the consent and prior rights of Landlord's first mortgagee.

20. RECORDING; TENANT'S CERTIFICATE. Tenant shall not record this lease or a

memorandum thereof without Landlord's prior written consent. Within 10 days

after Landlord's written request from time to time:

(A) Tenant shall execute, acknowledge and deliver to Landlord a written

statement certifying the Commencement Date and Expiration Date of this lease,

that this lease is in full force and effect and has not been modified and

otherwise as set forth in the

<PAGE>

form of estoppel certificate attached as Exhibit "D" or with such modifications

as may be necessary to reflect accurately the stated fact and/or such other

certifications as may be requested by a mortgagee or purchaser. Tenant

understands that its failure to execute such documents may cause Landlord

serious financial damage by causing the failure of a financing or sale

transaction.

(B) Tenant shall furnish to Landlord, Landlord's mortgagee, prospective

mortgagee or purchaser reasonably requested financial information.

21. SURRENDER; ABANDONED PROPERTY.

(A) Subject to the terms of Sections 9(b), 12(a) and 13(b), at the

expiration or termination of this lease. Tenant promptly shall yield up in the

same condition, order and repair in which they are required to be kept

throughout the Term, the Premises and all improvements thereto, and all fixtures

and equipment servicing the Building, ordinary wear and tear excepted.

(B) Upon or prior to the expiration or termination of this lease, Tenant

shall remove any personal property from the Property. Any personal property

remaining thereafter shall be deemed conclusively to have been abandoned, and

Landlord, at Tenant's expense, may remove, store, sell or otherwise dispose of

such property in such manner as Landlord may see fit and/or Landlord may retain

such property as its property. If any part thereof shall be sold, then Landlord

may receive and retain the proceeds of such sale and apply the same, at its

option, against the expenses of the sale, the cost of moving and storage and any

Rent due under this lease.

occupy the Premises after the expiration or termination of this lease or any

renewal thereof, such occupancy shall be deemed to be under a month-to-month

tenancy under the same terms and conditions set forth in this lease, except that

the monthly installment of the Minimum Annual Rent during such continued

occupancy shall be double the amount applicable to the last month of the Term.

Anything to the contrary notwithstanding, any holding over by Tenant without

Landlord's prior written consent shall constitute a default hereunder and shall

be subject to all the remedies available to Landlord.

22. CURING TENANT'S DEFAULTS. If Tenant, shall be in default in the performance

of any of its obligations hereunder, Landlord, without any obligation to do so,

in addition to any other rights it may have in law or equity, may elect to cure

such default on behalf of Tenant after written notice (except in the case of

emergency) to Tenant. Tenant shall reimburse Landlord upon demand for any sums

paid or costs incurred by Landlord in curing such default, including interest

thereon from the respective dates of Landlord's incurring such costs, which sums

and costs together with interest shall be deemed additional rent.

23. DEFAULTS - REMEDIES.

(A) DEFAULTS. It shall be an event of default:

(i) If Tenant does not pay in full when due any and all Rent;

(ii) If Tenant fails to observe and perform or otherwise breaches any

other provision of this lease;

(iii) If Tenant abandons the Premises, which shall be conclusively

presumed if the Premises remain unoccupied for more than 10 consecutive days, or

removes or attempts to remove Tenant's goods or property other than in the

ordinary course of business; or

(iv) If Tenant becomes insolvent or bankrupt in any sense or makes a

general assignment for the benefit of creditors or offers a settlement to

creditors, or if a petition in bankruptcy or for reorganization or for an

arrangement with creditors under any federal or state law is filed by or against

Tenant, or a bill in equity or other proceeding for the appointment of a

receiver for any of Tenant's assets is commenced, or if any of the real or

personal property of Tenant shall be levied upon; provided, however, that any

proceeding brought by anyone other than Landlord or Tenant under any bankruptcy,

insolvency, receivership or similar law shall not constitute a default until

such proceeding has continued unstayed for more than 60 consecutive days.

(B) REMEDIES. Then, and in any such event, Landlord shall have the

following rights:

(i) To charge a late payment fee equal to the greater of $100 or 5% of

any amount owed to Landlord pursuant to this lease which is not paid within 5

days after the due date.

(ii) To enter and repossess the Premises, by breaking open locked

doors if necessary, and remove all persons and all or any property therefrom, by

action at law or otherwise, without being liable for prosecution or damages

therefor, and Landlord may,

<PAGE>

at landlord's option, make alterations and repairs in order to relet the

Premises and relet all or any part(s) of the Premises for tenant's account.

Tenant agrees to pay to Landlord on demand any deficiency that may arise by

reason of such reletting. In the event of reletting without termination of this

lease, Landlord may at any time thereafter elect to terminate this lease for

such previous breach.

(iii) To accelerate the whole or any part of the Rent for the balance

of the Term, and declare the same to be immediately due and payable.

(iv) To terminate this lease and the Term without any right on the

part of Tenant to save the forfeiture by payment of any sum due or by other

performance of any condition, term or covenant broken.

party will exercise any available right because of any default of the other,

except those remedies contained in subsection (b)(i) of this Section, unless

such party shall have first given 10 days written notice thereof to the

defaulting party, and the defaulting party shall have failed to cure the default

within such period; provided, however, that:

(i) No such notice shall be required if Tenant fails to comply with

the provisions of Sections 10 or 20(a), in the case of emergency as set forth in

Section 22 or in the event of any default enumerated in subsections (a)(iii) and

(iv) of this Section.

(ii) Landlord shall not be required to give such 10 days notice more

than 2 times during any 12 month period.

(iii) If the default consists of something other than the failure to

pay money which cannot reasonably be cured within 10 days, neither party will

exercise any right if the defaulting party begins to cure the default within the

10 days and continues actively and diligently in good faith to completely cure

said default.

(iv) Tenant agrees that any notice given by Landlord pursuant to this

Section which is served in compliance with Section 27 shall be adequate notice

for the purpose of Landlord's exercise of any available remedies.

(D) NON-WAIVER; NON-EXCLUSIVE. No waiver by Landlord of any breach by

Tenant shall be a waiver of any subsequent breach, nor shall any forbearance by

Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of

any rights and remedies with respect to such or any subsequent breach. Efforts

by Landlord to mitigate the damages caused by Tenant's default shall not

constitute a waiver of Landlord's right to recover damages hereunder. No right

or remedy herein conferred upon or reserved to Landlord is intended to be

exclusive of any other right or remedy provided herein or by law, but each shall

be cumulative and in addition to every other right or remedy given herein or now

or hereafter existing at law or in equity. No payment by Tenant or receipt or

acceptance by Landlord of a lesser amount than the total amount due Landlord

under this lease shall be deemed to be other than on account, nor shall any

endorsement or statement on any check or payment be deemed an accord and

satisfaction, and Landlord may accept such check or payment without prejudice to

Landlord's right to recover the balance of Rent due, or Landlord's right to

pursue any other available remedy.

(E) COSTS AND ATTORNEYS' FEES. If either party commences an action against

the other party arising out of or in connection with this lease, the prevailing

party shall be entitled to have and recover from the losing party attorneys'

fees, costs of suit, investigation expenses and discovery costs, including costs

of appeal.

24. REPRESENTATIONS OF TENANT. Tenant represents to Landlord and agrees that:

(A) The word "TENANT" as used herein includes the Tenant named above as

well as its successors and assigns, each of which shall be under the same

obligations and liabilities and each of which shall have the same rights,

privileges and powers as it would have possessed had it originally signed this

lease as Tenant. Each and every of the persons named above as Tenant shall be

bound jointly and severally by the terms, covenants and agreements contained

herein. However, no such rights, privileges or powers shall inure to the benefit

of any assignee of Tenant immediate or remote, unless Tenant has complied with

the terms of Section 18 and the assignment to such assignee is permitted or has

been approved in writing by Landlord. Any notice required or permitted by the

terms of this lease may be given by or to any one of the persons named above as

Tenant, and shall have the same force and effect as if given by or to all

thereof.

(B) If Tenant is a corporation, partnership or any other form of business

association or entity, Tenant is duly formed and in good standing, and has full

corporate or partnership power and authority, as the case may be, to enter into

this lease and has taken all corporate or partnership action, as the case may

be, necessary to carry out the transaction contemplated herein, so that when

executed, this lease constitutes a valid and binding obligation enforceable in

accordance with its terms. Tenant shall provide

<PAGE>

Landlord with corporate resolutions or other proof in a form acceptable to

Landlord, authorizing the execution of this lease at the time of such execution.

25. LIABILITY OF LANDLORD. The word "LANDLORD" as used herein includes the

Landlord named above as well as its successors and assigns, each of which shall

have the same rights, remedies, powers, authorities and privileges as it would

have had it originally signed this lease as Landlord. Any such person or entity,

whether or not named herein, shall have no liability hereunder after it ceases

to hold title to the Premises except for obligations already accrued (and, as to

any unapplied portion of Tenant's Security Deposit, Landlord shall be relieved

of all liability therefor upon transfer of such portion to its successor in

interest) and Tenant shall look solely to Landlord's successor in interest for

the performance of the covenants and obligations of the Landlord hereunder which

thereafter shall accrue. Neither Landlord nor any principal of Landlord nor any

owner of the Property, whether disclosed or undisclosed, shall have any personal

liability with respect to any of the provisions of this lease or the Premises,

and if Landlord is in breach or default with respect to Landlord's obligations

under this lease or otherwise, Tenant shall look solely to the equity of

Landlord in the Property for the satisfaction of Tenant's claims.

Notwithstanding the foregoing, no mortgagee or ground lessor succeeding to the

interest of Landlord hereunder (either in terms of ownership or possessory

rights) shall be (a) liable for any previous act or omission of a prior

landlord, (b) subject to any rental offsets or defenses against a prior landlord

or (c) bound by any amendment of this lease made without its written consent, or

by payment by Tenant of Minimum Annual Rent in advance in excess of one monthly

installment.

26. INTERPRETATION; DEFINITIONS.

(A) CAPTIONS. The captions in this lease are for convenience only and are

not a part of this lease and do not in any way define, limit, describe or

amplify the terms and provisions of this lease or the scope or intent thereof.

(B) ENTIRE AGREEMENT. This lease represents the entire agreement between

the parties hereto and there are no collateral or oral agreements or

understandings between Landlord and Tenant with respect to the Premises or the

Property. No rights, easements or licenses are acquired in the Property or any

land adjacent to the Property by Tenant by implication or otherwise except as

expressly set forth in the provisions of this lease. This lease shall not be

modified in any manner except by an instrument in writing executed by the

parties. The masculine (or neuter) pronoun and the singular number shall include

the masculine, feminine and neuter genders and the singular and plural number.

The word "INCLUDING" followed by any specific item(s) is deemed to refer to

examples rather than to be words of limitation. Both parties having participated

fully and equally in the negotiation and preparation of this lease, this lease

shall not be more strictly construed, nor any ambiguities in this lease

resolved, against either Landlord or Tenant.

other provision herein contained shall be deemed and construed as a separate and

independent covenant of the party bound by, undertaking or making the same, not

dependent on any other provision of this lease unless otherwise expressly

provided. All of the terms and conditions set forth in this lease shall apply

throughout the Term unless otherwise expressly set forth herein.

(D) INTEREST. Wherever interest is required to be paid hereunder, such

interest shall be at the highest rate permitted under law but not in excess of

15% per annum.

(E) SEVERABILITY; GOVERNING LAW. If any provisions of this lease shall be

declared unenforceable in any respect, such unenforceability shall not affect

any other provision of this lease, and each such provision shall be deemed to be

modified, if possible, in such a manner as to render it enforceable and to

preserve to the extent possible the intent of the parties as set forth herein.

This lease shall be construed and enforced in accordance with the laws of the

state in which the Property is located.

(F) "MORTGAGE" AND "MORTGAGEE." The word "MORTGAGE" as used herein includes

any lien or encumbrance on the Premises or the Property or on any part of or

interest in or appurtenance to any of the foregoing, including without

limitation any ground rent or ground lease if Landlord's interest is or becomes

a leasehold estate. The word "MORTGAGEE" as used herein includes the holder of

any mortgage, including any ground lessor if Landlord's interest is or becomes a

leasehold estate. Wherever any right is given to a mortgagee, that right may be

exercised on behalf of such mortgagee by any representative or servicing agent

of such mortgagee.

(G) "PERSON." The word "person" is used herein to include a natural person,

a partnership, a corporation, an association and any other form of business

association or entity.

(H) PROPORTIONATE SHARE. At any time or times, upon request of Landlord or

of any tenant of the Building, the method for allocating Tenant's Proportionate

Share of any Impositions, cost, charge, rent, expense or payment then or

thereafter payable shall be redetermined by an independent qualified expert. The

cost of such redetermination shall be borne by the tenants of the Building in

<PAGE>

the same proportion as that determination such expert for reallocation of said

relevant sum; except that if such redetermination is requested by a tenant, the

cost thereof shall be borne entirely by such tenant if the proportionate share

of said relevant sum allocable to such tenant as the result of such

redetermination shall not vary by at least 5% from the amount which would have

been allocable to such tenant in accordance with the percentage based on square

foot area.

27. NOTICES. Any notice or other communication under this lease shall be in

writing and addressed to Landlord or Tenant at their respective addresses

specified at the beginning of this lease, except that after the Commencement

Date Tenant's address shall be at the Premises, (or to such other address as

either may designate by notice to the other) with a copy to any mortgagee or

other party designated by Landlord. Each notice or other communication shall be

deemed given if sent by prepaid overnight delivery service or by certified mail,

return receipt requested, postage prepaid or in any other manner, with delivery

in any case evidenced by a receipt, and shall be deemed received on the day of

actual receipt by the intended recipient or on the business day delivery is

refused. The giving of notice by Landlord's attorneys, representatives and

agents under this Section shall be deemed to be the acts of Landlord; however,

the foregoing provisions governing the date on which a notice is deemed to have

been received shall mean and refer to the date on which a party to this lease,

and not its counsel or other recipient to which a copy of the notice may be

sent, is deemed to have received the notice.

28. SECURITY DEPOSIT. At the time of signing this lease, Tenant shall, deposit

with Landlord the Security Deposit to be retained by Landlord as cash security

for the faithful performance and observance by Tenant of the provisions of this

lease. Tenant shall not be entitled to any interest whatever on the Security

Deposit. Landlord shall have the right to commingle the Security Deposit with

its other funds. Landlord may use the whole or any part of the Security Deposit

for the payment of any amount as to which Tenant is in default hereunder or to

compensate Landlord for any loss or damage it may suffer by reason of Tenant's

default under this lease. If Landlord uses all or any portion of the Security

Deposit as herein provided, within 10 days after written demand therefor, Tenant

shall pay Landlord cash in amount equal to that portion of the Security Deposit

used by Landlord. If Tenant shall comply fully and faithfully with all of the

provisions of this lease, the Security Deposit shall be returned to Tenant after

the Expiration Date and surrender of the Premises to Landlord.

IN WITNESS WHEREOF, and in consideration of the mutual entry into this

lease and for other good and valuable consideration, and intending to be legally

bound, Landlord and Tenant have executed this lease.

Date signed: 12/23/02 Landlord:

Witness: LIBERTY PROPERTY LIMITED PARTNERSHIP

/s/ Anne K. Toal By: Liberty Property Trust,

-------------------------------- Sole General Partner

Name (printed): Anne K. Toal

/s/ Stephanie Garcia By: /s/ Robert Goldschmidt

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

Name (printed): Stephanie Garcia Robert Goldschmidt

Senior Vice President

Date signed: 12-19-2002 Tenant:

Attest/Witness: NATIONSHEALTH SUPPLY, L.L.C.

/s/ Gregory Couto By: /s/ Glenn M. Parker

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

Name (printed): Gregory Couto Name: Glenn M. Parker

Title: CEO & Pres

/s/ TIM FAIRBANKS

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

Name (printed): TIM FAIRBANKS

(Corporate Seal)

<PAGE>

<TABLE>

Section Section Page

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

<S> <C>

29. Radon Gas...................................................................... 1

30. Completion by Tenant........................................................... 1

31. Early Occupancy................................................................ 2

32. Option to Extend Term.......................................................... 3

33. Waiver of Jury Trial........................................................... 4

34. Brokers: Recognition and Indemnity............................................. 5

35. Consents....................................................................... 5

36. Parking........................................................................ 5

37. Additional Contiguous Space.................................................... 5

38. Subordination of Landlord's Lien............................................... 6

39. Additional Provisions Relating to Premises..................................... 6

40. Additional Provisions Relating to Use; Compliance.............................. 7

41. Additional Provisions Relating to Minimum Annual Rent.......................... 7

42. Additional Provisions Relating to Operation of Property; Payment of Expenses... 7

43. Additional Provisions Relating to Signs........................................ 12

44. Additional Provisions Relating to Mechanics' Liens............................. 13

45. Additional Provisions Relating to Indemnification.............................. 13

46. Additional Provisions Relating to Assignment and Subletting.................... 14

47. Additional Provisions Relating to Subordination; Mortgagee's Rights............ 14

48. Additional Provisions Relating to Recording; Tenant's Certificate.............. 14

49. Additional Provisions Relating to Surrender; Abandoned Property................ 15

50. Additional Provisions Relating to Default - Remedies........................... 15

51. Additional Provisions Relating to Security Deposit............................. 16

52. Additional Provisions Relating to Building Rules (Exhibit "C")................. 17

53. Emergency Generator............................................................ 17

</TABLE>

<PAGE>

RIDER

(In the event of any conflict between the provisions of this Rider and the Lease

Agreement to which it is attached, the provisions of this Rider will govern,

control and prevail. All capitalized terms used but not defined in this Rider

shall have the meanings given to them in the Lease Agreement.)

29. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has

accumulated in a building in sufficient quantities, may present health risks to

persons who are exposed to it over time. Levels of radon that exceed federal and

state guidelines have been found in buildings in Florida. Additional information

regarding radon and radon testing may be obtained from your county public health

unit.

30. Completion by Tenant.

(a) At Tenant's option, the Premises shall be completed by Tenant and its

contractor(s), at Tenant's sole expense, in accordance with the plans attached

hereto as Exhibit "E" (the "Plans") and the specifications attached hereto as

Exhibit "F" (the "Specifications"). In addition to the improvements shown on the

Plans and Specifications, Tenant may, at its sole cost and expense, make the

following improvements to the exterior of or outside the Premises (the

"Additional Improvements"): (i) remove two (2) 36" wide door units to the

Premises and replace same with two (2) 72" wide door units to the Premises

(provided, however, upon the expiration or earlier termination of this lease,

Tenant shall restore the 36" wide door units and repair any damage caused by

such installation and removal); (ii) widen existing ramps to conform to new door

widths; (iii) remove several short bushes impeding access to the new doors; and

(iv) move one (1) handicapped parking space approximately 20 feet north.

Landlord hereby consents to the alterations Tenant intends to make to the

Premises in accordance with the Plans and Specifications and the Additional

Improvements, provided that Tenant complies with Sections 9 and 10 of this lease

and the following conditions:

(i) At least ten (10) days prior to commencement of construction,

Tenant shall deliver to Landlord a certificate of insurance for each of Tenant's

contractors evidencing adequate insurance coverage naming Landlord and

Landlord's agent as additional insureds.

(ii) In addition to the right of Landlord and its Agents to inspect

the Premises set forth in Section 11 of this lease, Landlord and its Agents

shall have the right to conduct a walk-through inspection of the Premises as

completed by Tenant.

(iii) The warranties from Tenant's contractor(s) shall be for the

benefit of Landlord as well as Tenant and Tenant shall deliver such warranties

to Landlord upon receipt.

(iv) All construction shall be done in a good and workmanlike manner

and shall comply at the time of completion with all Laws and Requirements.

Tenant shall deliver to Landlord copies of all certificates of occupancy,

permits and licenses required to be issued by any authority in connection with

Tenant's construction.

R-1

<PAGE>

(b) Landlord agrees that Tenant shall be entitled to a tenant improvement

allowance (the "Allowance") in the amount of $173,619 which may be used by

Tenant in connection with the initial buildout of the Premises by Tenant as set

forth in subsection (a) above and any further alterations made by Tenant during

the Term of the lease pursuant to Section 9 of the lease, including without

limitation, improvements to the Premises, computer/telephone infrastructure,

work station installation and the installation of any wiring, cabling, signage

and/or security systems (the "Tenant Improvements"). Provided Tenant is not then

in default under the lease, within 60 days after (i) Landlord's receipt of

invoice therefor and evidence of Tenant's payment thereof, and (ii) inspection

of the premises by Landlord to confirm the completion of the work covered by

such invoice. Landlord shall pay Tenant the amount of such invoice, the total of

all advances by Landlord hereunder not to exceed $173,619. With respect to

requests by Tenant for advances of the Allowance in excess of $86,809.50 in the

aggregate on account of payment for Tenant Improvements, Tenant shall also be

required, as a condition precedent to Landlord's obligation to make any such

advance, to deliver to Landlord a letter of credit as required in Section 51 (or

endorsement thereto) increasing Tenant's Security Deposit hereunder by the

amount of such advance.

provided Tenant is not then in default hereunder, the unadvanced balance of the

Allowance as of November 1, 2004, but not more than $86,809.50 (the "Maximum

Rent Credit"), shall, at Tenant's option, upon prior written notice to Landlord

given on or before October 1, 2004, be credited against Minimum Annual Rent

first coming due under the Lease. It is expressly agreed and understood that the

Allowance will not be credited against Annual Operating Expenses.

(d) In the event the Allowance is not fully advanced by Landlord as of the

date which is six (6) months prior to the Expiration Date and provided Tenant is

not then in default hereunder, the remaining balance of the Maximum Rent Credit

not advanced pursuant to subsection (c) above, if any (but not in excess of the

unadvanced balance of the Allowance), shall be credited against Minimum Annual

Rent next coming due under the Lease. It is expressly agreed that the Allowance

will not be credited against Annual Operating Expenses.

(e) At Tenant's option, Landlord will apply the Allowance to improvements

performed by Tenant to space leased by Tenant from Landlord at 13650 N.W. 8th

Street, Sunrise, Florida; however, any credit against Minimum Annual Rent to

which Tenant may be entitled hereunder shall only be made against Minimum Annual

Rent due and payable under this lease.

31. Early Occupancy. Tenant and its authorized agents, employees and contractors

shall at all reasonable times on or after the date of execution of this lease

and prior to the Commencement Date have the right, at Tenant's own risk, expense

and responsibility, to occupy the Premises. If Tenant occupies the Premises

prior to the Commencement Date, Tenant shall abide by the terms and conditions

of this lease including payment of all utilities which are separately metered to

the Premises, Premises Direct Operating Expenses and any other sums payable by

Tenant to Landlord pursuant to this lease, as if the term of this lease had

already commenced, except that

R-2

<PAGE>

Tenant shall have no obligation to pay the Minimum Annual Rent or Annual

Operating Expenses or any portion thereof until the Commencement Date.

LANDLORD'S APPROVAL:

/s/ RG

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SENIOR VICE PRESIDENT

32. Option to Extend Term. Provided that Landlord has not given Tenant notice of

default more than two (2) times in the immediately preceding twelve (12) months,

that there then exists no event of default by Tenant under this lease nor any

event that with the giving of notice and/or the passage of time would constitute

a default, and that Tenant or a person or entity to whom Tenant has the right to

assign this lease or sublet the Premises without Landlord's prior written

consent pursuant to Section 18(a) of this lease are the sole occupants of the

Premises, Tenant shall have the right and option to extend the Term for two (2)

additional periods of thirty-six (36) months each, exercisable by giving

Landlord prior written notice, at least nine (9) months in advance of the

Expiration Date or the first extended Expiration Date, as the case may be, of

Tenant's election to extend the Term; it being agreed that time is of the

essence and that this option is personal to Tenant and to any person or entity

to whom Tenant has the right to assign this lease or sublet the Premises without

Landlord's prior written consent pursuant to S

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