SECOND AMENDMENT OF
                               AGREEMENT OF LEASE
                                FEBRUARY 11, 2000


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:            Lease Dated July 22, 1996
               First Amendment Dated June 15, 1999


                                   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 a
First  Amendment of Agreement of Lease dated June 15, 1999 herein referred to as
the "Lease";

WHEREAS, the parties now desire to amend the aforesaid Lease Agreement by taking
additional  space in the  Building in Suite 512 as shown on the sketch  attached
hereto as Exhibit "A" ("Expansion Area"); extending the term and modifying other
terms of the Lease.

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.   Contingency: This Amendment shall be contingent upon Landlord's obtaining a
     Release and Early  Termination  Agreement  from the current lessee of Suite
     512 within 30 days of execution of this  Amendment.  If such release is not
     obtained  within said 30 day period,  this Amendment shall be null and void
     and of no effect.

2.   Beginning on the date Landlord  substantially  completes the work set forth
     in paragraph 3 below, ("Expansion Area Commencement Date"), the Basic Rent,
     as the term is defined in the Lease for the Expansion  Area shall be in the
     amount of $33,750.00  per annum or $2,812.50  per month.  Tenant shall also
     pay, as  additional  Rent for the  Expansion  Area,  the initial  amount of
     $1,041.66 per month.

3.   Beginning on the Expansion Area Commencement  Date, the Premises as defined
     in the Lease shall be expanded by 2,500  square  feet.  The total  Rentable
     Area of the Premises and  Expansion  Area shall be 6,187,  and the Tenant's
     Proportionate Share shall be 9.00%.

4.   Landlord  shall  perform in the  Expansion  Area,  the  renovation  work as
     outlined on the attached  floor plan,  Exhibit A, as soon as practical upon
     the execution of this Amendment and satisfaction of the Contingency.



American Disease Management Associates
Second Amendment of Agreement of Lease
PAGE 2



5.   The Lease  Term,  as that term is defined on page 2 of the  Original  Lease
     Agreement  shall  be for a  period  of  thirty-six  (36)  months  from  the
     Expansion Area Commencement  Date. The Term for the original Premises shall
     be extended

6.   Paragraph 3 of the First  Amendment  of Agreement of Lease shall be deleted
     and replaced with the following:

          "Landlord shall refund a portion of the total Security Deposit held by
          Landlord  pursuant to the Lease in following manner: On April 1, 2000.
          July 1, 2000,  October  1,2000,  and December 1, 2000,  Landlord shall
          refund to Tenant $781.00 of Security Deposit"


7.   Effective upon the Expansion Area Commencement  Date, all references to the
     term  Expansion  Area shall also have the same  meaning as  Premises in the
     Lease except, except as otherwise modified herein.

8.   Tenant shall not disclose any facts or terms of this Agreement to any third
     party including former, current or future tenants of the Building.


9.   In all other respects,  except as expressly modified herein, the said Lease
     and Lease Amendments between the parties are hereby ratified and confirmed.
     Any terms not herein defined shall have the same meaning as in the Lease.



               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/ Joanne Tufano                     By: /s/ Peter Schofel
----------------------------             -------------------------------------
                                          Peter Schofel, Vice President

ATTEST:                                (Tenant)
                                       AMERICAN DISEASE MANAGEMENT
                                       ASSOCIATES


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