FIRST AMENDMENT OF
                               AGREEMENT OF LEASE
                                  JUNE 15, 1999


Between:   FIVE REGENT PARK ASSOCIATES (Landlord)
           a New Jersey Partnership
           c/o Eastman Management Corporation
           651 West Mount Pleasant Avenue
           Livingston, New Jersey 07039

And:       AMERICAN DISEASE MANAGEMENT ASSOCIATES (Tenant)
           #5N Regent Street
           Livingston, New Jersey 07039

RE:        #5N Regent Street
           Livingston, New Jersey 07039

           Lease Dated July 22, 1996


                                   WITNESSETH
                                   ----------


WHEREAS, on July 22, 1996, the parties entered into a Lease Agreement for office
space in the building known as #5N Regent Street,  Livingston,  New Jersey;  and
herein referred to as the "Lease";

WHEREAS, both parties now desire to further amend the aforesaid Lease Agreements
by extending schedule and other term modify terms;

NOW THEREFORE,  for and in  consideration of the mutual covenants set forth, the
receipt and sufficiency of which are mutually  acknowledged,  the parties hereto
agree to amend the original Lease Agreement,  dated July 22, 1996 and subsequent
Amendment of Lease as follows;


1.   The lease Term as defined in the Lease  shall be  extended  for a period of
     twenty (24) months beginning November 1, 1999.

2.   Beginning  November  1, 1999 the Basic Rent shall be  $49,774.50  per annum
     payable in advance in equal monthly installments of $4,147.88

3.   Landlord  shall  refund a portion  of the total  Security  Deposit  held by
     Landlord  pursuant to the Lease in following  manner:  On January 31, 2000.
     April 30,2000, July 31,2000, and October 31,2000,  Landlord shall refund to
     Tenant $1,782.00 of Security Deposit

4.   In all other respects,  except as expressly modified herein, the said Lease
     and Lease Amendments between the parties are hereby ratified and confirmed.






               IN WITNESS WHEREOF,  the parties have hereunto set their hands on
the date first written above.


WITNESS:                                (Landlord)
                                        FIVE REGENT PARK ASSOCIATES
                                        By: Janfel-JBS Corp., a General Partner


/s/ Ronald D. Debiasse                  By: /s/ Peter Schofel
----------------------                      ------------------------------
                                            Peter Schofel, Vice President

ATTEST:                                 (Tenant)
                                        AMERICAN DISEASE MANAGEMENT
                                        ASSOCIATES


/s/ Elizabeth Williams                   By: /s/ Bruce Blake
-----------------------                      -----------------------------
                                             Bruce Blake, President