DASZKAL, BOLTON & MANELA
                          CERTIFIED PUBLIC ACCOUNTANTS
                   A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS

        240 W. PALMETTO PARK ROAD, SUITE 300 o BOCA RATON, FLORIDA 33432
                   TELEPHONE (561) 367-1040 FAX (561) 750-3236


JEFFREY A. BOLTON, CPA, P.A.                             MEMBER OF THE AMERICAN
                                                         INSTITUTE
MICHAEL I. DASZKAL, CPA, P.A.                            OF CERTIFIED PUBLIC
                                                         ACCOUNTANTS
ROBERT A. MANELA, CPA, P.A.
TIMOTHY R. DEVLIN, CPA, P.A.



July 9, 1999

To the Board of Directors
Equity Growth Systems, Inc.
8001 Desoto Woods Drive
Sarasota, FL 34243


We are pleased to confirm our  understanding  of the  services we are to provide
for Equity Growth Systems, Inc. for the six months ended June 30, 1999.

We will audit the balance  sheet of Equity Growth  Systems,  Inc. as of June 30,
1999 and the related statements of income, retained earnings, and cash flows for
the period then ended.

The  objective of our audit is the  expression  of an opinion about whether your
financial  statements  are  fairly  presented,  in  all  material  respects,  in
conformity  with generally  accepted  accounting  principals.  Our audit will be
conducted in accordance  with  generally  accepted  auditing  standards and will
include  tests of your  accounting  records  and other  procedures  we  consider
necessary  to enable us to express  such an opinion If our opinion is other than
unqualified,  we will  discuss  the  reasons  with you in  advance.  If, for any
reason,  we are unable to  complete  the audit or are unable to form or have not
formed an  opinion,  we may decline to express an opinion or issue a report as a
result of this engagement.

Our  procedures  will  include  tests of  documentary  evidence  supporting  the
transactions  recorded in the accounts,  direct  confirmation of receivables and
certain other assets and liabilities by correspondence  with selected customers,
creditors,  and  banks.  We  will  request  written  representations  from  your
attorneys as part of the  engagement,  and they may bill you for  responding  to
this  inquiry.  At the  conclusion  of our audit,  we will also request  certain
written  representations  from you about the  financial  statements  and related
matters.

An audit includes  examining,  on a test basis,  evidence supporting the amounts
and disclosures in the financial statements;  therefore,  our audit will involve
judgement  about the number of  transactions  to be examined and the areas to be
tested.  Also, we will plan and perform the audit to obtain reasonable assurance
about  whether  the  financial  statements  are free of  material  misstatement.
Because of the concept of reasonable assurance and because we will not perform a
detailed examination of all transactions,  there is a risk that material errors,
fraud,  or other illegal acts, may exist and not be detected by us. In addition,
an audit is not designed to detect errors, fraud, or other

                                       263






Equity Growth Systems, Inc.
Page 2


illegal acts that are immaterial to the financial statements. Our responsibility
as auditors is limited to the period covered by our audit and does not extend to
any later periods for which we are not engaged as auditors.

Our audit will include obtaining an understanding of internal control sufficient
to plan the audit and to  determine  the  nature,  timing,  and  extent of audit
procedures  to be  performed.  An audit is not designed to provide  assurance on
internal  control or to identify  reportable  conditions,  that is,  significant
deficiencies in the design or operation of internal control. However, during the
audit, if we become aware of such  reportable  conditions,  we will  communicate
them to you.

We understand  that you are  responsible  for making all  financial  records and
related  information  available  to us and  that  you  are  responsible  for the
accuracy  and  completeness  of that  information.  We  will  advise  you  about
appropriate  accounting  principles and their application and will assist in the
preparation  of  your  financial  statements,  but  the  responsibility  for the
financial   statements   remains   with  you.   This   responsibility   includes
establishment  and  maintenance  of  adequate  records  and  effective  internal
controls over financial  reporting,  the selection and application of accounting
principles,  and the safeguarding of assets.  Management is also responsible for
identifying  and ensuring  that the entity  complies  with  applicable  laws and
regulations.

Because  many  computer  systems  use only two digits to record the year in date
fields,  such systems may not be able to accurately  process dates including the
year 2000 and after. The effects of this problem will vary from system to system
and may  adversely  affect  your  operations  as well as the  ability to prepare
financial  statements.  An audit of financial statements conducted in accordance
with  generally  accepted  auditing  standards is not designed to detect whether
your systems are year 2000 compliant.  Further,  we have no responsibility  with
regard to your efforts to make your  systems  year 2000  compliant or to provide
assurance on whether you have addressed,  or will be able to address, all of the
affected systems on a timely basis. These are your responsibilities. However, we
may choose to  communicate  matters that come to our  attention  relating to the
potential effects of the year 2000 on your computer systems.

We understand  that your employees will prepare all cash,  accounts  receivable,
and other  confirmations we request and will locate any documents selected by us
for testing.

Our fees for these  services will be based on firm hourly rates which range from
$50 to $140 per  hour.  We expect  our fees for the  audit of the June 30,  1999
financial   statements  in  accordance  with,   generally  accepted   accounting
principles to be  approximately  $6,500 to $7,000.  You will also be responsible
for travel and other out-of-pocket  costs. Our invoices will be rendered as work
progresses  and are  payable  on  presentation.  In  accordance  with our firm's
policies,  work may be suspended if your account becomes overdue and will not be
resumed  until  your  account is paid in full.  We require a retainer  of $4,000
prior to the commencement of the engagement.

                                     264




Equity Growth Systems, Inc.
Page 3


We appreciate  the  opportunity  to be of service to you and believe this letter
accurately  summarizes the significant terms of our engagement.  If you have any
questions,  please let us know. If you agree with the terms of our engagement as
described in this  letter,  please sign below and return the letter to us with a
retainer check for $4,000.

Very truly yours,

DASZKAL, BOLTON & MANELA


/s/ Michael I Daszkal /s/

Michael I. Daszkal, CPA
Partner


RESPONSE:

This letter  correctly sets forth the  understanding  of Equity Growth  Systems,
Inc.


Officer Signature: Charles J. Scimeca

Title: President

Date:   7/9/99

                                      265