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                                                                   Exhibit 10.7

                         ATRIUM AT CLEARWATER, LIMITED

                             OFFICE LEASE AGREEMENT

         THIS OFFICE LEASE AGREEMENT (this "Lease") is made and entered into on
the 27 day of DECEMBER, 1997 (the "Effective Date"), by and between ATRIUM AT
CLEARWATER, LIMITED, a Florida Limited Partnership ("Landlord") and PROGRESSIVE
TELECOMMUNICATIONS, as ("Tenant").

                              W I T N E S S E T H:

1.       DEFINITIONS. Landlord and Tenant hereby agree that the words and
phrases herein shall have the following meanings:

         a) "Base Rental" shall mean the sum of $78,832.00 per annum payable
$6,569.33 monthly and as adjusted pursuant to Paragraph 5 hereof together with
applicable Florida sales tax.

         b) "Building Standard" shall mean the type of materials Landlord
designates from time to time to be the minimum quality to be used as the
Leasehold Improvements as defined herein.

         c) "Building" or "Buildings" shall mean all office buildings now or
hereafter located upon the real property described in Exhibit "A" attached
hereto and made a part hereof (the "Property"). Reference to the "Property" in
this Lease shall be deemed to include the Building and Landlord's interest in
the Parking Garage unless expressly provided otherwise. The Building presently
consists of one, nine-story structure containing 133,007 rentable square feet.
The Landlord's interest in the Parking Garage presently represents an exclusive
right to the third and fourth floors of the four (4) story Parking Garage
located on the parcel identified in Exhibit "A-1". Landlord's interest in the
Parking Garage may increase to all four levels of the Parking Garage and
several adjacent uncovered parking spaces if Landlord exercises its option to
acquire the remaining fifty percent (50%) interest in the Parking Garage from
The City of Clearwater. The Building has an address of 601 Cleveland Street,
Clearwater, FL 33755, and is located at the Southeast corner of Cleveland
Street and Park Street. The Building is known as the "Atrium at Clearwater"
and/or the "Sun Trust Building". The Parking Garage has an address of 613 PARK
STREET, CLEARWATER, FL 33755 and is located across the street, to the south of
THE BUILDING. The Parking Garage is sometimes referred to as the "Park Street
Garage".

         d) "Commencement Date" shall mean JANUARY 1, 1998, subject to
adjustment as provided in Paragraphs 3(b) and 3(c) hereof.

         e) "Common Areas" shall mean those areas of the Building devoted to
corridors, atrium(s), walkways, overhead-covered walkway to the Parking Garage,
elevator foyers and elevator cabs, restrooms, mechanical rooms, janitorial
closets, electrical and telephone closets, vending areas and other similar
facilities to be utilized for the common use or benefit of tenants generally
and/or the public, provided Landlord shall have the right, at any time, to
change the size and location of the Common Areas.

         f) "Existing Improvements" means the improvements in the Premises on
the Effective Date.

         g) "Exterior Common Areas" shall mean the portions of the Property not
located within the Building and which are provided and maintained for the
common use and benefit of Landlord and tenants of the Building and their
respective employees, invitees and licensees,




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including, without limitation, all unassigned parking areas, and all streets,
sidewalks and landscaped areas.

         h) "Florida Sales Tax" or "Sales Tax" shall mean the amount that
Landlord is required to pay to the Department of Revenue for the State of
Florida, based on Landlord's collection of Base Rent, Operating Expense
Reimbursement and any other collections by Landlord from Tenant (referred to
collectively herein as Rent) which amount of Sales Tax shall be reimbursed to
Landlord by Tenant and shall be part of Tenant's Rent obligations herein. The
current rate of such sales tax (in the city of Clearwater, Pinellas County) is
seven percent (7%). This rate may change from time to time as determined by the
state of Florida and local government bodies.

         i) "Hazardous Materials" shall mean any substance defined in the
definitions of "hazardous substances", "hazardous wastes", "hazardous
materials", "toxic substances", "contaminants", or "pollutants" under
applicable federal, state, or local laws, ordinances, codes, or regulations now
or hereafter in effect.

         j) "Leasehold Improvements" shall mean those improvements as defined
and set forth in Paragraph 53 below.

         k) "Lease Term" shall mean a term commencing on the Commencement Date
(JANUARY 1, 1998) and continuing until DECEMBER 31, 2002 (the "Termination
Date").

         l) "Lease Year" shall mean the 12 month period starting on the first
day of the first full month following the Commencement Date and thereafter,
each successive 12 month period.

         m) "Normal Business Hours" shall mean 8:00 A.M. - 6:00 P.M., Monday
through Friday, excluding legal holidays and from 9:00 a.m. to 1:00 p.m. on
Saturdays.

         n) "Premises" shall mean Suite 930 of the Building as outlined on the
floor plan attached to this Lease as Exhibit "B" and made a part hereof.

         o) "Rent" shall include Base Rental (pursuant to Paragraph 5),
Operating Expense Reimbursements (pursuant to Paragraph 7) and all other sums
of money or amounts as shall become due and payable by Tenant to Landlord as
provided in this Lease, plus all Florida Sales Tax which shall be due and
payable to Landlord by Tenant as applied to all of the foregoing payments due
hereunder.

         p) "Rentable Floor Area of the Premises" shall mean 4,927 square feet
of floor area which includes the interior useable area of the Premises, as
herein defined, and a prorata portion of the Common Areas. The ratio of the
total Common Areas relative to the Rentable Floor Area shall not vary after the
effective date if Landlord changes the size of the Common Areas.

         q) "Security Deposit" shall mean the sum of $0.00 which has been paid
to Landlord by Tenant concurrent with the execution of this Lease by Tenant
(see Paragraph 38 below) and which Security Deposit amount shall be in addition
to and independent of the Rent Deposit as referenced in Subparagraph 5(d)
below.

         r) "Service Areas" shall mean those areas within the exterior walls of
the Building used for elevator mechanical rooms, building stairs, fire towers,
elevator shafts, flues, vents, stacks, pipe shafts and vertical ducts (but
shall not include any such areas designated for the exclusive use or benefit of
any Tenant). Landlord shall have the right, at any time and from time to time,
to change the size or location of the Service Areas.




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         s) "Total Rentable Area" shall mean 133,007 square feet which includes
the total floor area within the exterior walls of the Building less the Service
Areas.

         t) "Substantial Completion" or "Substantially Complete(d)" shall be
defined as set forth in Paragraph 53 below.

2.       LEASE GRANT. Subject to and upon the terms, provisions and conditions
herein set forth, and each in consideration of the covenants of the other
hereunder, Landlord leases to Tenant and Tenant leases from Landlord the
Premises.

3.       LEASE TERM.

         a) This Lease shall continue in force during the Lease Term until
terminated or extended as provided herein.

         b) If by the Commencement Date, the Leasehold Improvements have not
been substantially completed as required herein (see Paragraph 53 below), due
to any act, omission, delay or default by Tenant or anyone acting under or for
Tenant, the Landlord shall have no liability for such failure to complete, and
Tenant's obligations under this Lease (including its obligations to pay Rent)
shall nonetheless commence as of the Commencement Date. Furthermore, if
Tenant has not obtained all of the local governmental use or occupancy
approvals in order to open for business after the Premises have been
Substantially Completed (per Paragraph 53 below), the Commencement Date shall
not be delayed until Tenant obtains such approvals.

         c) If, however, by the Commencement Date, the Leasehold Improvements
are not substantially completed due to causes other than acts, omissions,
delays or defaults by Tenant or anyone acting under or for Tenant, then as
Tenant's sole and exclusive remedy for the delay in Tenant's occupancy of the
Premises, the Commencement Date shall be postponed and the Rent payments
deferred until the earlier of:

            (i)    The date of actual occupancy of the Premises by Tenant; or

            (ii)   Three days after the date the Improvements are
                   substantially completed and notice thereof is given to
                   Tenant.

4.       USE.

         a) The Premises shall be used and occupied by Tenant solely for
general business office use including, but not limited to, Tenant's business as
a LONG DISTANCE PROVIDER and all lawful matters thereto. Tenant agrees not to
use or permit the use of the Premises for any purpose which is illegal, or
which, in Landlord's reasonable opinion, creates a nuisance or which would
increase the cost of insurance coverage with respect to the Property.

         b) Tenant represents and warrants that Tenant will keep the Premises
free from contamination by Hazardous Materials and that the Premises and the
activities to be conducted thereon will not pose any hazard to human health or
violate any applicable current federal, state, or local laws, ordinances,
rules, codes, or regulations pertaining to Hazardous Materials or industrial
hygiene or environmental conditions (collectively referred to herein as
"Environmental Laws"). Tenant at its sole cost and expense shall conform to all
existing and any future changes in the Environmental Laws, whether foreseen or
unforeseen, and will take all direct and indirect actions required in order to
keep its Premises or any activities conducted on the Premises free from any
violation of any current or future applicable Environmental Laws. Tenant agrees
to indemnify, defend and hold Landlord (and Landlord's partners, affiliates,
directors, officers, shareholders, employees, mortgagees, heirs successors and
assigns, as applicable) harmless from and against any and all claims, losses,
damages (including, without limitation, unforeseeable consequential and
incidental damages), fines or penalties resulting from the violation of any


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Environmental Laws applicable to the Building and/or the Premises which have
been caused by or necessitated by the acts of Tenant and/or its agents. All
sums paid and costs incurred by Landlord with respect to the foregoing matters
shall be payable by Tenant to Landlord as additional rent due on demand.

         c) Landlord hereby represents and warrants to Tenant that to the best
of Landlord's knowledge as of the date of this Lease, no hazardous material has
been leaked, spilled, discharged or incorporated into the Premises or the
Building. Landlord shall notify Tenant immediately if Landlord should discover
any hazardous materials or violations of any laws or regulations regarding
hazardous materials. Landlord will, at Landlord's sole expense, take all action
necessary to remove or abate any hazardous materials should they be found on or
in the Premises.

5.       RENTAL.

         a) Tenant covenants and agrees to pay during the Lease Term, to
Landlord, without any counterclaim, set off or deduction whatsoever, the Base
Rental as set forth in Section l(a) of the Lease and this Section 5 of the
Lease and all such other sums of money as shall become due hereunder (all of
which are sometimes herein collectively called "Rent"). The Base Rental payable
during each calendar year or portion thereof during the Lease Term, shall be
due and payable in 12 equal installments on the first day of each calendar
month during the Lease Term and any extensions or renewals thereof, and Tenant
hereby agrees to pay such Base Rental and any adjustments thereto to Landlord
at Landlord's address provided herein (or such other address as may be
designated by Landlord in writing from time to time). The Tenant hereby waives
any and all right to offset or charge any amount owed to Tenant by Landlord
against the Rent, Operating Expenses, Operating Expense reimbursements, or any
other monies that may be due the Landlord by Tenant under this Lease.

         b) It is also further agreed that the Landlord may collect a "Late
Charge" equal to five percent (5%) of any monthly payment which is not paid
within five (5) days of the due date thereof, to cover the extra expense
involved in handling delinquent payments, provided that collection of said Late
Charge(s) shall not be deemed a waiver by the Landlord of any of its other
rights under this Lease. All installments of Rent not paid when due and
payable, notwithstanding any grace period provided pursuant to Paragraph 28(a)
hereof, shall bear interest from the date due and payable until paid at
eighteen percent (18%) per annum but no more than the maximum rate allowed
under the laws of the State of Florida. Such interest and late charges shall
constitute Additional Rent under this Lease and shall be due and payable on
demand, but no later than the next due date for any Rent due hereunder.

         c) Tenant shall pay all sales and use taxes levied or assessed against
all payments of Rent due under this Lease simultaneously with each payment
required hereunder on the date required hereunder without further notice,
provided, however, that Landlord will provide Tenant with prior notice of any
change in the sales and use taxes that are so assessed. Until such further
notice, the Florida State sales tax applicable to all payments of Rent due
hereunder shall be deemed to be seven percent (7%).

         d) Upon COMMENCEMENT of this Lease, Tenant shall deposit with Landlord
the amount of $14,058.37 which shall be applied to the base rental
($13,138.66), and sales tax ($919.71) due for the first AND SECOND MONTHS of
the Lease Term to the extent available ("Rent Deposit"), which Rent Deposit
amount shall be in addition to and independent of the Security Deposit as
referenced in Paragraph 1(q) above.

         e) Tenant shall pay the monthly installments of the Base Rental
through the end of the first Lease Year as set forth in Paragraph l(a) above
(initially $6,569.33 per month plus




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sales tax), and thereafter the Base Rental shall be increased annually at the
commencement of each succeeding Lease Year, including all extensions and
renewals of this Lease ("Succeeding Lease Year") according to the following
schedule:

<TABLE>
<CAPTION>

                                                      Base Rental Calculations
   -------------------------------------------------------------------------------------------------------------------
    Lease                                             Tenant's           Rate          Base Rental         Base Rental
    Year                    Dates                       SIF              PSF            Annually             Monthly
    ----                    -----                     --------          -----          -----------         -----------
    <S>              <C>                              <C>               <C>            <C>                 <C>

      1              01/01/1998 - 12/31/1998            4,927           16.00          78,832.00            6,569.33

      2              01/01/1999 - 12/31/1999            4,927           16.64          81,985.28            6,832.11

      3              01/01/2000 - 12/31/2000            4,927           17.31          85,286.37            7,107.20

      4              01/01/2001 - 12/31/2001            4,927           18.00          88,686.00            7,390.50

      5              01/01/2002 - 12/31/2002            4,927           18.72          92,233.44            7,686.12

</TABLE>

6.       OFFSET: The Tenant hereby waives any and all right to offset or charge
any amount owed to Tenant by Landlord against the Base Rent or Tenant's Prorata
Share of Operating Expenses, or any other monies due the Landlord by Tenant
under this Lease. Tenant shall nevertheless be able to pursue its own separate
cause of action for any alleged breach pursuant to this Lease by Landlord.

7.       PAYMENT OF OPERATING EXPENSES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, TENANT SHALL NOT BE OBLIGATED TO REIMBURSE LANDLORD
FOR TENANT'S PRORATA SHARE OF OPERATING EXPENSES DURING THE INITIAL LEASE TERM,
EXPIRING DECEMBER 31, 2002 EXCEPT AS PROVIDED IN PARAGRAPH 7 (C), (F) AND (G)
BELOW (A LIMITED EXPENSE REIMBURSEMENT).




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        c) "Tenant's Prorata Share" of the Operating Expenses shall be equal to
a fraction the numerator of which is the Rentable Floor Area and the
denominator of which is the Total Rentable Area (133,007 square feet).
Accordingly, Tenant's Prorata Share of the Operating Expenses is deemed to be
4%.

        f) Tenant's obligation to pay its Prorata Share of the Operating
Expenses, plus Florida Sales Tax thereon, shall survive the termination of this
Lease. Similarly, Landlord's obligation to refund any overpayment of Tenant's
Prorata Share of Expenses shall survive termination of this Lease.

        g) LIMITED EXPENSE REIMBURSEMENT DURING INITIAL LEASE TERM ONLY. TO
THE EXTENT THAT REAL ESTATE TAXES AND INSURANCE COSTS DURING THE INITIAL LEASE
TERM INCREASE OVER THE AMOUNT FOR SUCH ITEMS FOR THE CALENDAR YEAR 1997, TENANT
SHALL PAY ITS PRORATA SHARE OF ANY SUCH INCREASE AS OF JANUARY 1 OF EACH YEAR,
PRORATED IF NECESSARY OR SUCH LATER DATE AS LANDLORD MAY ELECT TO MAKE SUCH
BILLING, BUT NO LATER THAN SEPTEMBER 1st OF THE FOLLOWING YEAR.

8.      SERVICES TO BE FURNISHED BY LANDLORD. Subject to Paragraph 7 of this
Lease, Landlord agrees to use commercially reasonable efforts to furnish
Tenant the following services:

        a) Water at those existing points of supply provided for the general or
common use of Tenant and other tenants in the Building.

        b) Central heat and air conditioning to the Building, Service Areas,
Common Areas, and the Premises during Normal Business Hours provided Tenant
shall bear the entire additional cost of any "Overtime Use" of the air
conditioning systems within Tenant's Premises as provided in Paragraph 14
below, provided further that such services may be interrupted or moderated
(with shorter service hours or different temperature settings) by any policies
or regulations of any utility or governmental agency.

        c) Routine maintenance and electric lighting service for all Common
Areas and Service Areas of the Building in the manner and to the extent deemed
by Landlord to be standard and/or reasonable.

        d) Janitorial service to the Premises and all Common Areas, Mondays
through Fridays, exclusive of normal business holidays.

        e) Facilities to provide all electrical current as Landlord, in its
sole discretion, determines is necessary for normal office use within the
Premises and for use and operation of the Common Areas (interior and exterior).

        f) All florescent bulb replacement in the Premises and florescent and
incandescent bulb replacement in the Common Areas and Service Areas; however,
Tenant shall pay for the replacement of any "high hat" lights or any other
special or customized lighting.

        g) Control of access to the Building during other than Normal Business
Hours shall be provided in such form as Landlord deems appropriate. Landlord,
however, shall have no liability to Tenant, its employees, agents, invitees or
licensees for bodily injury, death, or for damages to or loss of property
suffered or incurred by any party whomsoever, caused by or arising from theft
or burglary or entry of unauthorized persons onto the Property and neither
shall Landlord be required to insure against any such losses except if caused
by the Landlord's gross negligence or gross negligence of the Landlord's
employees. Tenant shall cooperate fully to maintain security in the Building
and on the Property and shall follow all regulations promulgated by Landlord.




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        h) Elevator service to each floor of the Premises, provided that Tenant
shall not use the three (3) regular passenger elevators under any
circumstances for the purpose of moving its property in and out of the
Building and Tenant shall only use the one (1) freight elevator for purposes
of moving its property in and out of the Building, which freight elevator
moving activities shall be done:

            (i)     Only during other than Normal Business Hours or such other
                    hours as Landlord may approve in writing;

            (ii)    Only after first obtaining Landlord's consent to such use,
                    which request shall be submitted in writing to Landlord no
                    less than five (5) days in advance of each desired move
                    (which consent shall not be unreasonably withheld);

            (iii)   Only after arranging with Landlord to obtain security
                    and/or other supervisory staff of Landlord to be present
                    during such move;

            (iv)    Only after Landlord advises Tenant in writing of what
                    physical protections Landlord might require Tenant to
                    provide or install in order to protect the Building or its
                    components as a condition precedent to such move and which
                    hallways and which exterior doorways shall be used for such
                    purposes. Tenant shall pay Landlord promptly for all costs
                    associated with Tenant's moving including the operation of
                    the elevator (for moving purposes), the cost of any
                    operator, supervisory or security personnel and all other
                    costs required herein. Tenant shall also promptly reimburse
                    Landlord's cost to repair any damage to the elevator or the
                    elevator cab(s), the Common Areas, floors, walls, or other
                    components of the Building resulting from Tenant's moving
                    activities.

        The failure by Landlord to any extent to furnish the defined services
noted above, in whole or in part, or the interruption or termination of any
such services, or the failure of any equipment or machinery used in the
provision of such services to cease to function properly shall not render
Landlord liable in any respect nor be construed as an eviction (constructive or
otherwise) of Tenant, nor cause an eviction of Tenant, nor cause an offset or
abatement of Rent, nor relieve Tenant from the obligation to fulfill any
covenant or agreement hereof. Notwithstanding the foregoing, if any of the
foregoing defined services to be provided by Landlord is interrupted or
terminated for more than seven (7) consecutive business days, Tenant shall have
the right to terminate this Lease upon giving prior written notice to Landlord
provided such services have not been reinstated in the meantime.

9.      IMPROVEMENTS TO THE PREMISES.

        a) Landlord's obligations to construct or install and to pay the cost
of any improvements to the Premises are limited to those specifically set forth
in Paragraph 53 below and/or as may be indicated on the floor plan attached
hereto as Exhibit "B". Except for those portions of the existing Premises which
Landlord is obligated to construct, remodel or change as specifically set forth
in paragraph 53 below, Tenant shall be deemed to have accepted the unchanged
balance of the Premises, Building and Property in their "as is" condition as of
the date this Lease is executed by Tenant.

        b) Tenant shall not make any installation(s) or improvement(s) to the
Premises except at Tenant's sole cost and expense and only after having
obtained Landlord's prior written approval and by meeting all conditions as
outlined in Paragraph 12(c) below. By taking possession of the Premises, Tenant
acknowledges that Landlord has performed Landlord's obligations to construct,
remodel or change the Premises as required hereunder and Tenant shall




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be deemed to have accepted the Premises, in the "as is" condition as of the
date Tenant takes such possession.

10.      MAINTENANCE AND REPAIR OF BUILDING BY LANDLORD. Except for those
specific responsibilities of Tenant as provided herein, Landlord shall repair
and maintain in good repair and serviceable condition the roof, foundations,
exterior walls and windows of the Building, Landlord's portion of the Parking
Garage, underground utility and sewer pipes outside the exterior walls of the
Building (unless covered or made inaccessible by Tenant's use of the Premises),
the Exterior Common Areas (including the first floor atrium and covered walkway
to the Parking Garage), the Common Areas (including the first floor atrium
area), and the heating, air conditioning, lighting, electrical, ventilation,
plumbing, and storm drainage equipment servicing the Building whether located
inside or outside the exterior walls of the Building (except for routine
maintenance of such heating, air conditioning and electric services within the
Premises for which Tenant is specifically responsible). Except as otherwise
expressly provided herein, Landlord shall not be required to make any repairs to
the Premises.

11.     CARE OF THE PREMISES BY TENANT. Tenant shall, at its sole expense, keep
the Premises in good repair during the Lease Term, including without
limitation, the doors (both sides and door locks and hardware), interior
Building windows and interior walls within the Premises. Tenant shall not
commit or allow any waste to be committed on any portion of the Premises or
the Property, and at the termination of this Lease, Tenant shall deliver up the
Premises to Landlord broom clean and in the same good condition as exists at
the Commencement Date, ordinary wear and tear and damage by fire and other
casualty excepted, lacking which, Landlord may, at its option, restore the
Premises to such required condition and assess Tenant the cost of such which
assessment shall constitute Additional Rent under this Lease.

12.     REPAIRS AND ALTERATIONS BY TENANT.

        a) Tenant covenants and agrees with Landlord, at Tenant's sole expense,
to repair any damage done to the Premises or any part thereof, including
necessary replacement, where such damage is caused by Tenant or Tenant's
agents, employees, invitees, visitors, licensees or permitted assigns. All
such work or repairs by Tenant shall be in compliance with all applicable laws;
provided, however, if Tenant fails to make such repairs or replacements
promptly, Landlord may, at its option, make such repairs or replacements, and
Tenant shall pay the cost thereof to the Landlord within fifteen (15) days
after Landlord's demand therefore, as additional rent. In such event, Tenant
hereby grants Landlord reasonable access to Tenant's Premises for the foregoing
purposes. Tenant agrees with Landlord not to make or allow to be made any
improvements or alterations to the Premises, install any vending machines on
the Premises, or place signs on the Premises which are visible from outside the
Premises or in the corridors, without first obtaining the prior written consent
of Landlord which consent shall not be unreasonably withheld. Any and all
permanent alterations or additions to the Premises made by Tenant shall become
the property of Landlord upon installation by Tenant. Upon termination,
Landlord may, nonetheless, require Tenant to remove any and all fixtures,
equipment and other improvements so installed on the Premises. In the event
that Landlord so elects, and Tenant fails to remove such improvements, Landlord
may remove such improvements at Tenant's sole expense, and Tenant shall
promptly pay Landlord the cost of restoring the Premises to the same condition
they were in prior to the installation thereof ordinary wear and tear excepted.

        b) In the event any damage to the Building or the Property is due in
whole or in part to the action or inaction of Tenant, or Tenant's agents,
employees, invitees, visitors, licensees, or permitted sublessees or assigns,
the necessary repair, including replacement, may be made by Landlord, at
Tenant's sole cost and expense which shall be due to Landlord as Additional
Rent payable within fifteen (15) days after Landlord's demand.




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        c) Notwithstanding anything to the contrary in the original Lease or
any amendment or modification thereto, Tenant agrees that it will not remodel,
alter, change, remove, destroy or make any additions to any of the improvements
to the premises without first obtaining the written consent and authorization
from Landlord which may be withheld in Landlord's sole discretion. However,
Landlord's consent shall not be unreasonably withheld if:

            (i)     Tenant has such work performed by contractors approved by
                    Landlord or Landlord itself;

            (ii)    Tenant pays Landlord for 100% of the cost of such work
                    before any work is commenced (Landlord will be in control
                    of accepting the work as well as Tenant to verify code and
                    life safety compliances and quality of workmanship as well
                    as compatibility with other operating systems of the
                    Building);

            (iii)   Tenant shall deposit with Landlord an amount equal to
                    Landlord's estimate to replace, reinstall, repair or return
                    the premises to their current condition at the termination
                    of Tenant's Lease;

            (iv)    Landlord shall not be obligated to pay costs of such
                    improvements even if work is approved as required herein
                    unless Landlord receives lien releases for such payments.

13.     GRAPHICS. Landlord shall provide and install, at Landlord's sole
expense, all letters or numerals on doors entering the Premises or on a wall
near Tenant's main entry door. All such letters and numerals shall be in the
standard graphics as approved by Landlord for the Building, and no other sign,
graphics or other displays which are visible outside the Premises shall be
permitted without Landlord's prior written consent which consent shall not be
unreasonably withheld. A directory in the lobby designed and maintained by the
Landlord shall contain the name of all tenants within the Building.

14.     USE OF ELECTRICAL SERVICES BY TENANT.

        a) Tenant's use of electrical services furnished by Landlord shall not
exceed, either in voltage, rated capacity, or overall load that which Landlord
in its reasonable discretion determines, from time to time, is necessary for
normal office use including normal desk-top office equipment and normal copying
equipment. In the event Tenant consumes electrical services in excess of that
so determined by Landlord to be reasonable, Landlord may refuse to consent to
or continue such usage or may consent of such usage upon such conditions as
Landlord elects including the requirement that upgraded supply facilities
and/or sub-meters be installed at Tenant's expense. In such event, Tenant shall
be obligated to pay for such electric consumption at the same rates as are
charged to Landlord by such utility company providing such service and Tenant
shall pay such amounts to Landlord or pay such amounts directly to the utility,
as Landlord may so elect. LANDLORD ACKNOWLEDGES THAT TENANT WILL HAVE MULTIPLE
SHIFTS WORKING WITHIN THEIR PREMISES. THE FACT THAT THE TENANT'S UTILIZATION OF
MULTIPLE SHIFTS SHALL NOT JUSTIFY METERING AS MENTIONED ABOVE.

        b) If Tenant desires HVAC at any time other than during Normal Business
Hours, Landlord shall use reasonable efforts to furnish such service upon
reasonable notice from Tenant and Tenant shall pay Landlord's charges therefor
on demand. Normal Business Hours for the Building are as follows: 8:00 a.m. to
6 p.m., Monday through Friday, and 9:00 a.m. to 1:00 p.m. on Saturday. Any
tenant desiring additional hours of operation during the Monday to Saturday
schedule must contact the Landlord or its agent at Landlord's office
twenty-four (24) hours in advance of the time when Tenant desires additional
usage, provided





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the hourly charge for additional hours of operation shall be as follows:

              i)   $25.00 minimum charge for the first one (1) additional hour
                   plus $25.00 per hour for each hour thereafter.

              ii)  There shall be no offset or reduction of the minimum charge
                   for requests of less than one additional hour.

NOTWITHSTANDING ANYTHING TO THE CONTRARY AS CONTAINED HEREIN, TENANT SHALL
RECEIVE UP TO FOUR HUNDRED (400) HOURS OF OVERTIME HVAC PER YEAR AT NO COST.

15.      PARKING. Tenant shall have no rights to use any portion of the Parking
Garage unless set forth herein. The following provisions shall be applied and
enforced on a non-discriminatory basis among all tenants.

         a) Neither Tenant nor any of its invitees shall have any right to
access the Parking Garage except as specifically provided for herein.

         b) During the Lease Term, Tenant shall have the right to use 15
parking spaces which shall be designated as "covered garage" and 5 parking
spaces which shall be designated to as "uncovered garage" parking spaces
("Rooftop"), all of which shall be located in Landlord's sole portion of the
Parking Garage at a cost of $0 per month for THE FIRST 10 "COVERED GARAGE"
PARKING SPACE AND AT A COST OF $35.00 PER MONTH FOR THE REMAINING 5 "COVERED
GARAGE" PARKING SPACE and $35.00 per month for each "uncovered garage"
(rooftop) parking space all of which costs SHALL INCREASE BY FIVE PERCENT (5%)
IN EACH LEASE YEAR. The parking charges for "covered" and "uncovered" parking
spaces as provided above shall be due each month as stated herein with Tenant's
monthly installments of Base Rent and shall be subject to all terms,
provisions, conditions and covenants of this Lease pertaining to defaults in
the payments of Rent.

         c) In addition to the fixed parking spaces allotted to Tenant as
provided in subparagraph (b) above, which Tenant may allocate among its
employees, Landlord may provide additional "Temporary Parking" spaces to Tenant
or directly to employees of Tenant provided that Landlord reserves the right to
terminate any of these "Temporary Parking" spaces upon thirty (30) days prior
notice to the respective party.

Landlord shall provide various employees of Tenant with additional "Temporary
Parking" spaces all of which shall constitute uncovered rooftop parking spaces
at a cost of $35.00 per space, per month plus sales tax, all of which shall be
located at Landlord's sole discretion and all of which shall be subject to the
unilateral cancellation rights of Landlord with the above noted thirty (30)
days prior notice. The spaces referred to in this subparagraph (c) "Temporary
Parking" shall also be subject to the other restrictions and conditions as set
forth in this Paragraph 15, including but not limited to the conditions
precedent set forth in subparagraph (f) below.

         d) Access to such parking spaces shall be through the driveways and
walkways located in the Parking Garage and/or on the Property which shall be
used by Tenant on a non-exclusive basis with Landlord and other tenants of the
Building or other authorized users of the Parking Garage. Landlord shall have
the right, in Landlord's sole and reasonable discretion, to establish rules and
regulations for use of the driveways, elevators, skybridge, walkways, parking
spaces and areas and to designate the right for the exclusive use of particular
parking spaces to other tenants in the Building. Landlord reserves the right
to, at any time, reassign, change or relocate any designated parking spaces
within the Property or the Parking Garage. Landlord shall also have the right
to establish or modify the methods used to control traffic and parking on the
Property and the Parking Garage, including, without limitation, the




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installation of traffic control devices, Parking Garage gate entrance controls,
or the hiring of parking attendants. LANDLORD RESERVES THE RIGHT TO ENFORCE THE
RESTRICTIONS OR DESIGNATIONS SET FORTH HEREIN BY TOWING VIOLATORS OR OTHER
ENFORCEMENT ACTIONS AS LANDLORD DEEMS NECESSARY.

         e) No commercial or recreational vehicles shall be parked in any
parking areas on the Property except those vehicles parked on a temporary basis
while delivering, repairing or servicing the Building and/or its tenants.

         f) In order to allow Landlord to enforce the provisions of this
Paragraph and this Lease including, but not limited to, provisions relating to
designated parking spaces, each employee of Tenant who expects to park in the
garage in an assigned parking space shall first provide Landlord with the name
of each such employee and the vehicle make and license number of such person.
Only those persons so pre-registered with Landlord shall be permitted to park
in the parking spaces specifically designated and assigned to Tenant as
provided herein. Landlord may designate the specific names of Tenant's
employees or users of any "covered" and/or "uncovered" parking spaces
("Rooftop") or number for such parking spaces and if any such employee or
designee does not park in such space and parks somewhere else in the Parking
Garage or elsewhere on the property of Landlord, Landlord may tow such
automobile of any employee or party violating these restriction whether or not
the Tenant is financially complying with its parking charge payments to
Landlord.

         g) No permanent or part time employee, invitee, agent, or
subcontractor of Tenant shall be permitted to park in any parking space
designated as "Visitor" or in any space designated (by letter identification
on such parking space) for use by another tenant ("Other Tenant") as such Other
Tenant spaces may be designated from time to time by Landlord in Landlord's
sole discretion. The Visitor Parking Spaces or other tenant spaces as
designated from time to time by Landlord shall not be occupied by any person
who conducts part-time or full-time work on or about Tenant's Premises.
Landlord may designate various parking spaces on the North side of Park Street
(to the East of the Building) as Visitor Parking none of which shall be
utilized by any employees of Tenant and Landlord shall prescribe whatever
controls, charges and supervision of such Visitor Parking areas as Landlord may
establish in Landlord's sole discretion. Landlord reserves the right to
enforce the restrictions or designations set forth herein by towing violators
or other enforcement actions as Landlord deems necessary.

         h) Landlord shall have the right, after reasonable notice to Tenant
and in Landlord's sole and reasonable discretion, to change the location of any
designated or undesignated parking spaces whether for visitors, other tenants,
handicapped or otherwise.

         i) Tenant agrees that it will collect the parking charges from its
employees and remit the monthly collections to Landlord in one single payment
with a notice in writing of any nonpaying employee which notice may be relied
upon by Landlord in enforcing the parking provisions herein. Tenant may
alternatively accept payments from employees directly for parking charges as
required herein if requested by Tenant or any of its employees provided such
parking privileges may be revoked automatically and immediately if payment is
not made and Tenant hereby consents to such termination and agrees that such
termination of a direct employee parking arrangement shall not affect the
status of Landlord or Tenant and provided further that any parking agreement
negotiated directly between Landlord and an employee of Tenant may include
monthly rental rates as determined by Landlord from time to time in Landlord's
sole discretion with such parking rights in all respects being subject to
cancellation by Landlord upon 30 days prior notice to such employee of Tenant.

         j) Notwithstanding anything to the contrary set forth elsewhere in
this Lease, any default in the payment of monthly parking charges as set forth
herein shall constitute a monetary default under this Lease provided Landlord
shall also have the right to unilaterally discontinue




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parking privileges for any space for which parking charges are not paid current
within sixty (60) days. If parking rights are so discontinued by Landlord for
such non-payment, Landlord may enforce such discontinuance by towing, tagging,
or any other measures necessary to remove such non-paying employee from the
Property or the Parking Garage. Any such non-paying employee also shall be
prohibited from parking on any ground level parking area and be restricted to
the uncovered portions of the garage parking areas as may be designated from
time to time by Landlord with Landlord similarly having towing rights for any
violation hereof.

LANDLORD SHALL NOT BE LIABLE FOR ANY DAMAGE TO OR ANY THEFT OF ANY VEHICLE, OR
ANY CONTENTS THEREFROM, WHILE IN OR ABOUT THE PARKING AREAS LOCATED ON OR ABOUT
THE PROPERTY OR THE PARKING GARAGE AREA.

         k) MAXIMUM NUMBER OF EMPLOYEES. Omitted.

         l) NO MEETINGS OR TRAINING SESSIONS. Omitted.

16.      LAWS AND REGULATIONS. Tenant agrees to comply with all applicable
laws, ordinances, rules and regulations of any governmental entity, agency or
authority having jurisdiction of the Premises or Tenant's use thereof.

17.      BUILDING RULES AND REGULATIONS. Tenant will comply with the rules and
regulations of the Building adopted and modified by Landlord from time to time
and will cause all of its agents, employees, invitees and visitors to do so.
Landlord shall provide Tenant with notice of all such rules and regulations and
any modifications thereto. The Rules and Regulations currently in effect are
attached hereto as Exhibit "D".

         a) In addition to the Rules and Regulations attached as Exhibit "D",
Tenant shall comply with the following:

            (i)   Landlord has designated the Building and all areas within the
                  Building to be non-smoking areas and neither Tenant, nor its
                  invitees, customers or employees shall be permitted to smoke
                  within the Building or the Premises.

            (ii)  No birds, dogs, cats or other animals of any kind shall be
                  brought into or kept about the Building or the Premises, with
                  the exception of animals trained to assist handicapped
                  persons.

         b) These rules shall be enforced on a non-discriminatory basis among
all tenants.

18.      ENTRY BY LANDLORD. Tenant agrees to permit Landlord or its agents or
representatives to enter into and upon any part of the Premises at all
reasonable hours and with advance notice (and in emergencies at all times) to
inspect the condition, occupancy or use thereof, to show the Premises to
prospective purchasers, mortgagees, tenants or insurers, and to clean or make
repairs, alterations or additions thereto, and Tenant shall not be entitled to
any abatement or reduction of Rent by reason thereof; provided, however, that
Tenant's business is not unreasonably interrupted by any of the foregoing
activities.

19.      ASSIGNMENT AND SUBLETTING.

         a) Tenant shall not assign, sublease, transfer, pledge, encumber or
otherwise convey this Lease, the Premises or any portion thereof or interest
therein (a "Transfer"), as the case may be, either voluntarily or by operation
of law, without Landlord's prior written consent. If Tenant is either a
corporation or a partnership, any sale, transfer, pledge, encumbrance or other
conveyance of any stock or partnership interests therein shall comprise a
Transfer. A partial assignment of Tenant's leasehold interest shall comprise a
Transfer. Any attempted assignment or Transfer by Tenant in violation of the
terms and covenants of this paragraph shall be void.




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         b) In the event Landlord consents to any assignment of this Lease or
any sublease of all or any part of the Premises, Tenant shall pay to Landlord,
on a monthly basis, an amount equal to all rent and other consideration paid
under said assignment or sublease during each month in excess of the Base
Rental for said month and Tenant shall remain liable for the full and faithful
performance of all the covenants and conditions of this Lease.

20.      MECHANIC'S LIENS. Tenant will not permit any mechanic's lien or liens
to be placed upon the Premises or any portion of the Property, and nothing in
this Lease shall be deemed or construed in any way as constituting the consent
or request of Landlord, express or implied, by inference or otherwise, to any
person for the performance of any labor or the furnishing of any materials to
the Premises or any part of the Property, or as giving Tenant any right, power
or authority to contract for or permit the rendering of any services or the
furnishing of any materials that would or might give rise to any mechanic's or
other liens against the Premises or any part of the Property. This provision
shall comprise notice to all parties that Landlord's interest in the Property,
including the Premises, are and shall not be subject to liens or liability to
secure or satisfy claims of any party contracting or otherwise dealing with
Tenant or Tenant's agents or contractors. In the event any such lien is claimed
against the Premises or any part of the Property, then Tenant shall discharge
same or transfer such lien to security other than the Premises and the
Property, as soon as possible, but no later than ten (10) days after notice
thereof. In the event that Tenant fails to discharge or otherwise remove any
such liens, then, in addition to any other right or remedy of Landlord,
Landlord may, but shall not be obligated to, discharge the same. Any amount
paid by Landlord pursuant to this Paragraph shall be reimbursed by Tenant to
Landlord promptly after Landlord's demand therefore as additional rent, but no
later than thirty (30) days thereafter.

21.      PROPERTY INSURANCE.

         a) Subject to Paragraph 7 of this Lease, Landlord shall maintain fire
and extended coverage insurance on the Building in an amount as Landlord shall
deem appropriate and payments for losses thereunder shall be made solely to
Landlord or Landlord's mortgagee(s), as their interests shall appear.

         b) Tenant shall maintain, at its sole expense, in an amount equal to
full replacement cost, fire and extended coverage insurance on all of its
improvements and personal property, including removable trade fixtures, located
at the Premises and such additional amounts as are required to meet Tenant's
obligations pursuant to Paragraph 25 hereof. Upon the execution of this Lease,
upon policy renewals and upon Landlord's request from time to time, Tenant
shall provide Landlord with current certificates of insurance evidencing
Tenant's compliance with the terms of this Paragraph 21 and Paragraph 22
hereof. Tenant shall, simultaneously with the execution of this Lease, obtain
and deliver to Landlord the written agreement or endorsement of Tenant's
insurers to notify Landlord by certified mail, return receipt requested, at
least 30 days prior to the cancellation, expiration or modification of any
insurance coverage required of Tenant herein.

22.      LIABILITY INSURANCE. Tenant, at its sole expense, shall maintain a
policy or policies of comprehensive general liability insurance with respect to
its activities in the Building and on the Property, with the premiums thereon
fully paid on or before the due date therefore, issued by and binding upon an
insurance company approved by Landlord. Such insurance shall afford minimum
protection of not less than $1,000,000.00 combined single limit for bodily
injury and property damage, and Landlord shall be named as an insured thereon.

23.      ASSUMPTION OF RISKS. Landlord shall not be liable to Tenant or
Tenant's customers, licensees, invitees, agents, guests or employees for any
loss of life, injury, loss or damages to its, his or their persons or property
created by any cause whatsoever, including, but not limited to:




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<PAGE>   14


         a) Acts or omissions of Landlord, its employees, agents or independent
contractors unless such acts or omissions are grossly negligent or willful;

         b) The acts or omission of any other tenant in the Building;

         c) Construction defects, water, rain, sleet, fire, storms, negligence
and accidents, breakage, stoppage or leaks of gas, water heating or sewer
pipes, boilers, wiring or plumbing; or

         d) Any other defects (latent or patent) in or about the Premises.
Tenant expressly assumes all liability for or on account of any such loss of
life, injury, loss or damage, and shall at all times, indemnify, defend and
save Landlord harmless from and against all claims, causes of action,
liability, damage or expense, including, without limitation, attorneys' fees
and costs suffered or incurred by Landlord by reason of any loss of life,
injury, loss or damage to persons or property arising out of, related to or
connected with the occupancy, use, repair or maintenance of the Premises or any
other portion thereof by Tenant, its employees, agents, customers, invitees,
licensees, or contractors or due in whole or in part to the acts or omissions
of Tenant, its employees, agents, customers, invitees, licensees, or
contractors.

24.      WAIVER OF SUBROGATION RIGHTS. Anything in this Lease to the contrary
notwithstanding, Tenant hereby waives any and all rights of recovery, claim,
action, or cause of action, against Landlord, its agents, officers or
employees, for any loss or damage that may occur to the Premises, the Building
or the Property, or any improvements thereto, or any personal property of
Tenant therein, by reason of fire, the elements or any other causes which are
insured against under the terms of the fire and extended coverage insurance
policies which Tenant is required to carry as required herein, regardless of
cause or origin, including the negligence of Landlord, its agents, officers or
employees; provided that such waiver by Tenant does not limit in any way
Tenant's right to recovery under such insurance policies. Tenant shall obtain
an endorsement to all of its insurance policies which provides for such waivers
as required herein shall not limit Tenant's right to recover under such
policies, and upon the execution hereof Tenant shall deliver a copy of such
endorsement to Landlord.

25.      CASUALTY DAMAGE.

         a) If the Premises or any part thereof shall be damaged by fire or
other casualty and all or any portion of the Building shall be so damaged that
substantial reconstruction of the Building, shall in Landlord's sole opinion,
be required (whether or not the Premises shall have been damaged by such
casualty), or if the Premises shall by reason of such occurrence be rendered
substantially untenantable, or if the holder of any mortgage on the Property
should require that the insurance proceeds payable as a result of a casualty be
applied to the payment of the mortgage debt, or if a casualty should occur
during the last two (2) years of the Lease Term or during any renewal period,
or if insurance proceeds actually received or expected to be received by either
the Landlord or Tenant (excluding amounts paid to the holders of mortgages upon
the Property) are insufficient for full repair of the casualty, or if the
casualty is not covered by Landlord's insurance, Landlord may, at its option,
terminate this Lease by notifying Tenant in writing of such termination within
ninety (90) days after the date of such damage.

         b) If any of the events set forth in subparagraph (a) above take place
or occur and if Landlord does not elect to terminate this Lease, Landlord's
obligation to restore shall be limited to the restoration of the Leasehold
Improvements provided, however, that in no event shall Landlord be required to
spend an amount in excess of the insurance proceeds actually received by
Landlord as a result of the casualty and allocable to the damage to the
Premises after deduction of Landlord's reasonable expenses in obtaining such
proceeds and any amounts




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required to be paid to the mortgages of the Property. Tenant, at Tenant's
expense, shall promptly perform all other repairs to restore the Premises to
the same good condition as existed immediately prior to the casualty, using
Building Standard or better materials (the "Tenant Restoration Work"). Any
additional costs which are required to place the Premises in compliance with
then applicable governmental laws, codes, rules and regulations shall be
Tenant's obligation. The proceeds of Tenant's insurance policies or other funds
required for this purpose shall be held in trust for the purpose of performing
the Tenant Restoration Work.

         c) Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such
damage or the repair thereof. If the Premises or any other portion of the
Building shall be damaged by fire or other casualty resulting from the fault or
negligence of Tenant or any of Tenant's agents, employees, or invitees, the
Rent hereunder shall not be diminished during the repair of such damage, and
Tenant shall be liable to Landlord for the entire cost of the repair and
restoration of the Building caused thereby; otherwise, Landlord shall allow
Tenant a prorata abatement of Rent during the time and to the extent the
Premises are unfit for occupancy as a result thereof.

26.      CONDEMNATION. If more than twenty percent (20%) of the Property shall
be taken for any public or quasi-public use, by right of eminent domain or
otherwise, or if more than twenty percent (20%) shall be sold in lieu of
condemnation, then this Lease shall, at the option of Landlord, terminate as of
the date when physical possession of the Property is taken. If less than twenty
percent (20%) of the whole of the Property is thus taken or sold (whether or
not the Premises are affected thereby) and such taking shall render the
Property uninsurable in Landlord's reasonable discretion, then Landlord may, at
its option, terminate this Lease by giving written notice thereof to Tenant, in
which event this Lease shall terminate as of the date when physical possession
of such portion of the Property is taken. If this Lease is not terminated after
any such taking or sale of the Property and the Premises are directly affected
by such taking, the Base Rental payable hereunder shall be reduced in the same
proportion that the Floor Area of the Premises so taken or conveyed bears to
such Floor Area immediately prior to such taking or conveyance, and Landlord
shall restore the Building and the remaining Premises to substantially their
former condition. All amounts awarded upon a taking of any part or all of the
Property shall belong to Landlord, and Tenant shall not be entitled to and
expressly waives all claims to any such compensation.

27.      DAMAGES FROM CERTAIN CAUSES. Landlord shall not be liable to Tenant
for any delays in performance of Landlord's duties hereunder or for any loss or
damage to any property or person occasioned by theft, fire, act of God, public
enemy, injunction, riot, strike, insurrection, war, court order, requisition,
order of governmental body or authority or any other cause beyond the control
of Landlord. Landlord shall not be liable to the Tenant for any damage or delay
or inconvenience which may arise in connection with the repair or alteration of
any part of the Property resulting from the foregoing or other causes.

28.      EVENTS OF DEFAULT/REMEDIES.

         a) The following events shall be deemed to be events of default by
Tenant under this Lease:

            (i)   Tenant shall fail to pay any Rent or any other sums of money
                  due hereunder and such failure shall continue for a period of
                  five (5) days after the date such Rent or other sums is due
                  (with no notice being required of Landlord);

            (ii)  Tenant shall fail to comply with any other provision of this
                  Lease or any other agreement between Landlord and Tenant,
                  including the Work Letter, if applicable; and Tenant's
                  failure to provide gross sales information as required in
                  order to calculate Percentage Rent;




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            (iii)  The leasehold hereunder demised shall be taken on execution
                   or other process of law in any action against Tenant;

            (iv)   Tenant shall fail to promptly move into, take possession of
                   and operate its business on the Premises when the Premises
                   are ready for occupancy or shall cease to do business in or
                   vacate or abandon any substantial portion of the Premises
                   for more than ten (10) consecutive days;

            (v)    Tenant shall become insolvent or unable to pay its debts as
                   they become due, Tenant files a petition in bankruptcy or
                   for reorganization under the bankruptcy laws or an
                   admission, answer or other responsive pleading to, or
                   requesting the relief afforded by the bankruptcy laws;

            (vi)   Tenant makes an assignment for the benefit of creditors,
                   within the meaning of the bankruptcy laws or Tenant consents
                   to the appointment of a receiver or custodian for all or a
                   substantial part of its property; or

            (vii)  The filing against Tenant of a petition in bankruptcy or for
                   reorganization under the bankruptcy laws, the adjudication
                   of Tenant as a bankrupt, the entry of a court order
                   appointing a receiver, custodian or trustee for all or a
                   substantial part of its property without its consent or the
                   assuming of custody or sequestration by a court of competent
                   jurisdiction of all or substantially all of Tenant's
                   property, and within thirty (30) days thereafter such filing
                   is not dismissed, or such court order is not vacated or such
                   assumption or sequestration is not released; or

            (viii) The adjudication of Tenant as a bankruptor; OR

            (ix)   Tenant shall attempt to assign, transfer, sublet all or any
                   part of its interests in the Premises or in this Lease
                   without Landlord's prior written consent subject to the
                   provisions of Section 19 above.

         b) Upon the occurrence of any event or events of default or other
breach of this Lease by Tenant, whether enumerated in this Paragraph or not,
Landlord shall have the option to pursue any one or more of the following
remedies:

            (i)    Landlord shall have the right, at its election, to cancel
                   and terminate this Lease and dispossess Tenant by summary
                   proceedings or other lawful means;

            (ii)   Landlord shall have the right to declare all amounts and
                   rents due under this Lease for the remainder of the existing
                   term (and any applicable extension or renewal thereof) to be
                   immediately due and payable, and thereupon all rents and
                   other charges due hereunder to the end of the initial term
                   and any renewal term, if applicable, shall be accelerated;

            (iii)  Landlord may elect to enter and repossess the premises and
                   relet the premises for tenant's account, holding Tenant
                   liable in damages for all expenses incurred in any such
                   reletting and for any difference between the amount of rent
                   received from such reletting and the rent due and payable
                   under the term of this Lease; and

            (iv)   Landlord may enter upon the Premises and do whatever Tenant
                   is obligated to do under this Lease (and Tenant agrees to
                   reimburse Landlord on demand for any expenses which Landlord
                   may incur in effecting



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<PAGE>   17


                   compliance with Tenant's obligations under this Lease and
                   Tenant further agrees that Landlord shall not be liable for
                   any damages resulting to the Tenant from such action). All
                   such remedies of Landlord shall be cumulative and not
                   exclusive, and in addition, Landlord may pursue any other
                   remedies that may be permitted by law or in equity.
                   Forbearance by Landlord to enforce one or more of the
                   remedies herein provided upon an event of default shall not
                   be deemed or construed to constitute a waiver of such
                   default or remedy.

         c) This Paragraph 28 shall be enforceable to the maximum extent
permissible by applicable law, and the unenforceability of any portion hereof
shall not thereby render unenforceable any other portion.

         d) Landlord shall not be in default hereunder unless Landlord has not
begun to cure any failure of its obligations hereunder within thirty (30) days
after the receipt by Landlord of written notice from Tenant of the alleged
failure to perform and does not continue to pursue the cure thereof. Except as
otherwise specifically provided in this Lease, in no event shall Tenant have
the right to terminate or rescind this Lease or to offset the Rent amount due
Landlord as a result of Landlord's default as to any covenant or agreement
contained in this Lease or as a result of the breach of any promise or
inducement hereof, whether in this Lease or elsewhere. Tenant hereby waives
such remedies of termination and rescission and hereby agrees that Tenant's
remedies for default hereunder and for breach of any promise or inducement by
Landlord shall be limited to a suit for damages and/or injunction. Tenant
hereby covenants that, prior to the exercise of any such remedies, it will give
the mortgagees on the Property written notice and a reasonable period of time
in which to cure any alleged default.

         e) TENANT HEREBY WAIVES ANY RIGHT IT OR ITS SUCCESSORS OR ASSIGNS MAY
HAVE TO A JURY TRIAL IN ANY LITIGATION BETWEEN LANDLORD AND TENANT ARISING OUT
OF OR RELATING TO THIS LEASE. TENANT ACKNOWLEDGES THAT THIS PROVISION WAS A
MATERIAL INDUCEMENT TO LANDLORD ENTERING INTO THIS LEASE.

29.      TENANT'S PROPERTY TAXES AND ASSESSMENTS. Tenant shall be liable for
all taxes levied or assessed against the personal property, furniture fixtures
and equipment placed by or used by Tenant in the Premises or as presently
exists within the Premises. If any such taxes for which Tenant is liable are
levied or assessed against Landlord or the Property or if the assessed value of
the Property is increased by inclusion of the personal property, furniture,
fixtures and equipment now located within the Premises or to be placed by
Tenant in the Premises or used within the Premises by Tenant, Tenant shall
promptly pay to Landlord upon demand that part of such taxes for which Tenant
is liable hereunder.

30.      PEACEFUL ENJOYMENT. Tenant shall, and may peacefully have, hold and
enjoy the Premises against all persons claiming by, through or under Landlord,
subject to the other terms hereof, provided that Tenant pays the Rent and other
sums to be paid by Tenant hereunder and performs all of Tenant's covenants and
agreements herein contained.

31.      RELOCATION. OMITTED.

32.      HOLDING OVER. In the event Tenant continues to occupy the Premises
after the termination of this Lease (as it may be extended by written agreement
of the Landlord and Tenant), Tenant covenants and agrees, throughout the entire
holdover period, to pay monthly rent equal to two hundred percent (200%) of the
Base Rental for the last full month immediately preceding the termination of
this Lease. Tenant shall be responsible for any damages incurred by Landlord as
a result of any new lease having been executed by Landlord with a third party
for a period commencing after the Termination Date. No possession by Tenant
after the




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<PAGE>   18

expiration of the terms of this Lease shall be construed to extend the term of
this Lease. Throughout any holdover period Tenant shall by deemed a
tenant-at-sufferance.

33.      SUBORDINATION TO MORTGAGE.

         a) This Lease is and shall be subject and subordinate to any ground
lease, mortgage, deed of trust or other lien created by Landlord, whether
presently existing or hereafter arising upon all or any portion of the Property
and to any renewals, refinancing and extensions thereof. Landlord is hereby
irrevocably vested with full power and authority to subordinate this Lease to
any ground lease, mortgage, deed of trust or other lien now existing or
hereafter placed upon all or any portion of the Property, and Tenant agrees
upon demand to execute such further instruments subordinating this Lease or
attorning to the holder of such ground lease, mortgage, deed of trust or other
lien as Landlord may request. Tenant hereby irrevocably constitutes Landlord as
its attorney-in-fact to execute such instruments in Tenant's name, place and
stead, it being agreed that such power is once coupled with an interest.

         b) Tenant agrees that it shall from time to time within fifteen (15)
days after request by Landlord execute and deliver to such persons as Landlord
shall request a statement in recordable form certifying that:

            (i)    This Lease is unmodified and in full force and effect or
                   stating any modifications thereto;

            (ii)   Stating the dates of which rent and other charges payable
                   under this Lease have been paid;

            (iii)  Stating that Landlord is not in default hereunder (or if
                   Tenant alleges a default stating the nature of such alleged
                   default); and

            (iv)   Further stating such other matters as Landlord or its
                   mortgagee(s) shall reasonably require. Tenant shall, in the
                   event of the sale or assignment of Landlord's interest in
                   all or any portion of the Property or in the event of any
                   proceedings brought for the foreclosure of, or in the event
                   of the exercise of the power of sale under, or transfer in
                   lieu of foreclosure of any mortgage, or other lien made by
                   Landlord covering the Premises, attorn to the purchaser and
                   recognize such purchaser as Landlord under this Lease and
                   Tenant agrees that such purchaser shall not be liable for
                   any prior act, omission or default by Landlord or subject to
                   any offset or defenses Tenant may have against Landlord.

34.      LANDLORD'S LIEN.

         a) Tenant hereby grants to Landlord a lien and security interest on
all property of Tenant now or hereafter placed in or upon the Premises, and
such property shall be and remain subject to such lien and security interest of
Landlord for payment of all rent and other sums to be paid by Tenant herein and
for the performance by Tenant of all of Tenant's obligations hereunder.

         b) The provisions of this paragraph relating to such lien and security
interest shall constitute a security agreement under the Uniform Commercial
Code of the State of Florida so that Landlord shall have and may enforce a
security interest on all property of Tenant now or hereafter placed in or on
the Premises, in addition to and cumulative with Landlord's liens and rights
provided by law or by the other terms and provisions of this Lease.

         c) Tenant agrees to execute as debtor such financing statement or
statements and such other documents as Landlord may now or hereafter request in
order to perfect, continue or further protect Landlord's security interest.



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<PAGE>   19



         d) In the event Landlord retakes possession of the Premises in
exercise of Landlord's rights hereunder, Landlord may remove any personal
property located on the Premises and place same in storage without notice or
liability to Tenant for such removal. Such property may be placed in a
commercial storage facility in the name of Tenant and Tenant shall be liable
for the cost of such removal and storage as additional rent hereunder. In the
event Tenant does not pay the storage costs, the property stored may be
abandoned by Landlord which shall have no obligation and no liability for
declining to pay such costs or to protect such property. The foregoing rights
shall be in addition to Landlord's claim for Landlord's lien and Landlord's
rights under Chapter 715 Florida Statutes.

         e) NOTWITHSTANDING THE FOREGOING, LANDLORD HEREBY WAIVES ITS LIEN
RIGHT ON ANY PERSONAL PROPERTY OR EQUIPMENT WHICH IS OWNED OR PURCHASED BY
TENANT AND WHICH IS NOT ATTACHED TO THE PREMISES, PROVIDED TENANT AND ITS
SECURED PARTY SHALL BE LIABLE FOR ANY DAMAGE TO THE PREMISES CAUSED BY THE
REMOVAL OF SUCH PERSONAL PROPERTY.

35.      ATTORNEY'S FEES. The parties hereto agree that the prevailing party
shall be entitled to recover from the non-prevailing party all reasonable
attorneys' fees and costs incurred in litigation between the parties hereto
arising out of or related to this Lease. The term attorneys' fees and costs as
used in this Lease shall mean such costs at all levels from pretrial through
final appeal.

36.      NO IMPLIED WAIVE. The failure of Landlord to insist at any time upon
the strict performance of any covenant or to exercise any right or remedy in
this Lease shall not be construed as a waiver thereof for the future. No
payment by Tenant or receipt by Landlord of a lesser amount than the monthly
installment of rent due under this Lease shall be deemed to be other than on
account of the earliest rent due hereunder, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as rent
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 such
rent or pursue any other remedy provided in this Lease or at law or equity.

37.      LIMITATION OF LIABILITY. The liability of Landlord for any default by
Landlord under this Lease shall be limited to the interest of Landlord in the
Property. Tenant agrees to look solely to such interest for the satisfaction
thereof and neither Landlord nor any of its partners shall be personally liable
for any obligations hereunder.

38.      SECURITY DEPOSIT. The Security Deposit shall be held by Landlord
without liability for interest and as security for the performance by Tenant of
Tenant's covenants and obligations under this Lease, it being expressly
understood that the Security Deposit shall not be considered an advance payment
of rental, nor a "Rent Deposit" as defined in Subparagraph 5(d), nor should the
Security Deposit be considered a measure of Landlord's damages in case of
default by Tenant. Landlord may, from time to time, without prejudice to any
other remedy, apply the Security Deposit to arrearage of rent or to the cost of
performing any other covenant or obligation of Tenant hereunder. Following any
such application of the Security Deposit, Tenant shall pay to Landlord on
demand the amount so applied in order to restore the Security Deposit to its
original amount. If Tenant is not in default at the termination of this Lease,
the balance of the Security Deposit remaining after any such application(s)
shall be returned by Landlord to Tenant. If Landlord transfers its interest in
the Premises during the term of this Lease, Landlord may assign the Security
Deposit to the transferee and thereafter Landlord shall have no further
liability for the return of such Security Deposit.

39.      NOTICE. Any notice or demand given pursuant to this Lease must be in
writing and be given or be served by depositing the same in the United States
mail, postpaid and certified and addressed to the party to be notified, with
return receipt requested, or by delivering the same in person or by commercial
overnight courier service to such party to be notified at the address stated in
this Lease or such other address of which notice has been given to the other
party in




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<PAGE>   20

accordance with the terms of this Paragraph 39. Notice deposited in the mail in
the manner hereinabove described shall be effective from and after the
expiration of three (3) days after it is so deposited. Notwithstanding any
provision of this Lease to the contrary however, Landlord may always give
Tenant notice by addressing or delivering same to the Premises. Until further
notice, the addresses for the parties shall be as follows:

As to Landlord:                      ATRIUM AT CLEARWATER, LIMITED
                                     c/o Mackey/Krumm Ventures, Incorporated
                                     1601 Forum Place, Suite 805
                                     West Palm Beach, FL 33401
                                     Attn: Walter J. Mackey, Jr.

With copies to:                      ATRIUM AT CLEARWATER, LIMITED
                                     601 Cleveland Street, Suite 100
                                     Clearwater, FL 33755
                                     Attn: Property Manager

As to Tenant:                        Progressive Telecommunications
                                     601 Cleveland Street, Suite 930
                                     Clearwater, Florida 33755
                                     Attn: Barry Shevlin

With copies to:
                                     ------------------------------------------

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

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

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

40.      SEVERABILITY. If any term or provision of this Lease, or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and enforceable to the fullest
extent permitted by law.

41.      RECORDATION. Tenant agrees not to record this Lease or any memorandum
hereof, but Landlord may record this Lease or a memorandum thereof, at its sole
election, and Tenant agrees to execute such memorandum upon request by
Landlord.

42.      GOVERNING LAW. This Lease and the rights and obligations of the
parties hereto shall be interpreted, construed and enforced in accordance with
the laws of the State of Florida.

43.      TIME OF PERFORMANCE. Except as expressly otherwise herein provided,
with respect to all required acts of Tenant, time is of the essence of this
Lease.

44.      FORCE MAJEURE. Whenever a time period is herein prescribed for
Landlord or Tenant to take action, neither Landlord nor Tenant shall be liable
or responsible for, and there shall be excluded from the computation of such
period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws, regulations or restrictions,
financing, or any other cause whatsoever beyond the control of either Landlord
or Tenant.

45.      TRANSFERS BY LANDLORD. Landlord shall have the right to transfer and
assign, in whole or in part, all its rights and obligations hereunder and in
the Premises, and, in such event and upon such transfer, Landlord shall be
released from any further obligations hereunder, and Tenant agrees to look
solely to such successor in interest of Landlord for the performance of such
obligations. However, Landlord shall remain liable for any adjudicated judgment
in favor of Tenant provided such judication has been rendered prior to such
transfer.




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<PAGE>   21

46.      BROKERS. Landlord and Tenant represent and warrant to each other that
neither of them has employed, engaged, or consulted with any broker in
connection herewith except for NONE ("Broker"). Landlord and Tenant hereby
agree to indemnify and to hold each other harmless against any loss, expense or
liability with respect to any claims for commissions or brokerage fees arising
out of any breach of the foregoing representation and warranty. Landlord has
agreed to pay Broker a commission in accordance with a separate written
agreement.

47.      EFFECT OF DELIVERY OF THIS LEASE. Landlord has delivered a copy of
this Lease to Tenant for Tenant's review only, and the delivery hereof does not
constitute an offer to Tenant until or unless it has been fully executed by
both Tenant and Landlord.

48.      CAPTIONS. The paragraph captions used herein are for convenience and
reference only.

49.      JOINT AND SEVERAL LIABILITY OF TENANT. If there is more than one
person comprising Tenant, the obligations imposed upon Tenant hereunder shall
be joint and several. If there is a guarantor or guarantors of Tenant's
obligations hereunder, Landlord need not first proceed against Tenant before
proceeding against any such guarantor, nor shall any such guarantor be released
from its guaranty for any reason whatsoever, including, without limitation, any
amendment to this Lease, any waiver of any provision hereof or the failure to
give such guarantor any notice hereunder.

50.      ENTIRE AGREEMENT. This Lease constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof. There are no
terms, understandings, representations or warranties, express or implied, other
than those set forth herein. All prior communications, negotiations,
representations, agreements and understanding, whether oral or written, between
the parties hereto are merged herein.

51.      AMENDMENTS. This Lease may not be modified or amended, except by an
instrument in writing and signed by both parties hereto.

52.      BINDING EFFECT. This Lease shall be binding upon and inure to the
benefit of Landlord, its successors and assigns, and Tenant, its heirs,
personal representatives, successors and, to the extent assignment is permitted
under the provisions hereof, Tenant's assigns.

53.      LEASEHOLD IMPROVEMENTS AND ACCEPTANCE OF PREMISES.

         a) LEASEHOLD IMPROVEMENTS. The Leasehold Improvements shall consist of
the existing improvements in their "as is" condition as of the date of this
Lease and the "Landlord's Additional Work" as defined below in this Paragraph.

         b) SUBSTANTIAL COMPLETION. The Leasehold Improvements shall be deemed
substantially completed at such time as the Premises are sufficiently complete
so as to allow Tenant to occupy and use the Premises for general office
purposes (whether or not Landlord is obligated to make improvements to the
Premises); provided however, that if a building or construction permit has been
obtained by Landlord from the City of Clearwater, Florida in order to complete
construction of improvements to the Premises, then Landlord shall also obtain a
certificate of occupancy for the Premises from the City of Clearwater, Florida
after which delivery of (a Certificate of Occupancy) the Premises shall be
deemed Substantially Complete. However, if Tenant is accepting any portion of
the Premises in their "as is" condition as of the date of this Lease, then
those "as is" improved portions of the Premises shall be deemed to be
Substantially Complete as of the date Tenant executes this Lease. Landlord, its
employees, agents and contractors shall be allowed to enter upon the Premises
at any and all reasonable times following the Commencement Date as is necessary
to complete any unfinished construction work, and such entry shall not
constitute an actual or constructive eviction of




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<PAGE>   22

Tenant, in whole or part, nor shall it entitle Tenant to any abatement or
diminution of rent or relieve Tenant from any of its obligations under the
Lease.

         c) "AS IS" CONDITION OF PREMISES. Notwithstanding anything to the
contrary as may be set forth herein, Landlord and Tenant agree that Tenant is
accepting the Premises in their current "as is" condition as of JANUARY 1,
1998, except for the work items set forth in subparagraph (f) below and that
any other tenant finish work, improvements, or equipment as may be needed by
Tenant for its specified use of the Premises shall be paid for exclusively by
Tenant and shall be installed by Tenant only after having received Landlord's
prior written approval for such improvements.

         d) For purposes of this Lease, the Premises are already deemed to be
Substantially Complete as of the date Tenant executes this Lease with no permit
needed from the City of Clearwater.

         e) Tenant shall be solely responsible for satisfying all governmental
regulations having jurisdiction over Tenant's use of the Premises or Tenant's
operations in the Building, including all occupational or use licenses or
permits. No exhaust system, electrical hook-up, or electric and/or gas
appliances shall be installed by Tenant without Landlord's prior approval which
approval shall not constitute compliance by Tenant with any governmental
approval as may be required herein of Tenant.

         f) LANDLORD'S ADDITIONAL WORK. Except for those portions of the
Premises which Tenant is accepting in their "as is" condition, those
improvements which shall be the responsibility of Landlord to complete are
referred to as "Landlord's Additional Work" with the scope of such Additional
Work briefly sketched on the attached Exhibit "B", which shall also include
those specific items set forth below and unless so identified, Landlord shall
not be obligated to complete any other work or make any improvements to the
Premises. Landlord's Additional Work shall include:

            (i)    installation of Building Standard carpet (no border carpet)
                   throughout the premises

            (ii)   installation of separation wall dividing Tenant's portion of
                   the suite from the unused portion of the suite

         g) TENANT ACCEPTANCE. Tenant and its agents have been provided with
full opportunity to inspect the condition and construction quality of the
Premises prior to executing this Lease and have thereby been deemed to have
accepted all such existing conditions as of the date Tenant executes this Lease
unless any such conditions are to be changed or modified according to the
definition of Landlord's Additional Work provided in this paragraph 53.

         h) WALK THROUGH. Notwithstanding anything contained herein to the
contrary, Landlord and Tenant shall conduct a "walk-through" of the Premises
prior to taking occupancy for the purpose of confirming the condition of the
Premises for purposes of determining a punch list which Landlord will complete
after the Commencement Date. Tenant hereby acknowledges and consents to any
reasonable disruptions which may be caused by Landlord and/or its agents or
subcontractors in their efforts to complete the punch list items.




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<PAGE>   23

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
multiple original counterparts on the day and year first above written.

WITNESSES:                               TENANT:
                                         PROGRESSIVE TELECOMMUNICATIONS

/s/ Kathy Copenhaver                     By: /s/ Barry L. Shevlin
-----------------------------------         ----------------------------------

/s/ Kelly (Illegible)                    As: President
-----------------------------------         ----------------------------------

WITNESSES:                               LANDLORD:
                                         ATRIUM AT CLEARWATER, LIMITED
                                         a Florida Limited Partnership

                                         By: /s/ Walter J. Mackey, Jr.
                                            ----------------------------------
                                            Walter J. Mackey, Jr., President
                                            Atrium at Clearwater, Incorporated,
                                            General Partner

EXHIBITS ATTACHED:

"A" Real Property Description
"A-1" Site Plan
"B" Floor Plan of Premises
"C" Approved Plans & Specifications of Premises
"D" Rules and Regulations
"E" Expansion Right of First Offer. OMITTED
"F" Broker Disclosure Statement. OMITTED
"G" Radon Gas Disclosure
"H" Expansion Premises. OMITTED




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<PAGE>   24

                                  EXHIBIT "A"
                               LEGAL DESCRIPTION

                              ATRIUM AT CLEARWATER
                              601 Cleveland Street
                   Clearwater, Pinellas County, Florida 34615

Together with all those volumes of air space situate in the City of Clearwater,
Pinellas County, Florida, containing the third and fourth floors of a parking
garage structure and the ramp leading from the second floor to the third floor
thereof, as described in Parcels I and II as follows:

PARCEL I:

Commence at the Northeasterly corner of Lot 3, Block "6" MAGNOLIA PARK
SUBDIVISION as recorded in Plat Book 1, Page 70, Public Records of Hillsborough
County, Florida of which Pinellas County was formerly a part, as a point of
reference; thence North 89 degrees 45'53" West, along a Southerly right-of-way
of Park Street (Park Avenue-Plat) (a 60 foot right-of-way) 218.94 feet; thence
South 00 degrees 14'07" West, 15.0 feet to a point on the face of a precast
concrete wall, said point being the POINT OF BEGINNING; thence continue along
the face of said wall South 89 degrees 45'53" East, 189.21 feet; thence South
00 degrees 14'07" West, 206.42 feet; thence North 89 degrees 45'53" West, 94.38
feet to point "A" for convenience; thence North 89 degrees 45'53" West, 94.83
feet to the intersection of the face of said precast concrete wall and the face
of a masonry wall; thence North 00 degrees 14'07" East, 206.42 feet to POINT OF
BEGINNING. The lowest limits of said air space being the bottom of the support
beams for the third floor of the parking garage at the lowest level of said
beams, having an elevation of 45.71 feet. The upper limits of said air space
being an elevation of 64,21 feet elevations referenced to National Geodetic
Vertical Datum of 1929, Mean Sea Level-0.00.

PARCEL II:

Commence at the aforedescribed point "A" as a point of reference; thence North
00 degrees 14'07" East, 184.21 feet to the POINT OF BEGINNING of a 63.0 foot
strip being 31.50 feet on each side of the following described line; thence
South 00 degrees 14'07" West 162.0 feet to the POINT OF TERMINATION. The lower
limits of said air space being an inclined plane along the bottom of the
support beams for the ramp leading from the second to third floors of the
parking garage. The lower point of which is the POINT OF BEGINNING having an
elevation of 35.71 feet; the upper point of which is the Southerly boundary
having an elevation of 43.71 feet. The upper limits of said air space being the
lower limits of Parcel No. I above described.

PARCEL III:

Lots 1, 3, 3 and 4, Block 13 of GOULD AND EWINGS 1ST AND 2ND ADDITION TO
CLEARWATER-HARBOR, FLORIDA according to a map or plat thereof recorded in Plat
Book 1, Page 52 of the Public Records of Hillsborough County, Florida of which
Pinellas County was formerly a part, less road right-of-way, together with that
portion of said Block 13, also vacated railroad right-of-way described as
follows: Begin at Southeast corner of said Lot 2, Block 13; run thence East,
along the Northerly right-of-way of Park Street, 60.18 feet; thence Northerly
along the Easterly right-of-way line of said railroad right-of-way also the
West lines of Lots 7 and 8, Block "20" of said GOULD AND EWINGS 1ST AND 2ND
ADDITION, 229.0 feet more or less to the Southerly right-of-way line of
Cleveland Street; thence West, along the said right-of-way line, 6018 feet;
thence South along the Westerly right-of-way line of said railroad right-of-way
also the Easterly line of Lots 2 and 3, Block 13, of said GOULD AND EWINGS 1ST
AND 2ND ADDITION, 228.93 feet more or less to the POINT OF BEGINNING. All being
in Section 16, Township 29 South, Range 15 West, Pinellas County, Florida.

ALSO DESCRIBED AS:

Beginning at the Southeast corner of Lot 2, Block 13 of said GOULD AND EWINGS
1ST AND 2ND ADDITION; thence along the Northerly right-of-way of Park Street
(Park Avenue-Plat) (a 60 foot right-of-way), North 89 degrees 45'53" West,
110.22 feet to the Southwest corner of Lot 1, Block 13 of said GOULD AND EWINGS
1ST AND 2ND ADDITION; thence along the Eastern right-of-way of South Garden
Avenue, North 00 degrees 02'16" East, 227.94 feet to the apparent Southerly
right-of-way line of Cleveland Street as it now exists; thence South 89 degrees
50'01" East, 189.03 feet to the Easterly line of the vacated S.C.L.R.C.
right-of-way; thence South 04 degrees 42'26" West, 228.66 feet (229.0
feet-Deed) to the Northerly right-of-way of Park Street (Park Avenue-Plat) (a
60 foot right-of-way); thence North 89 degrees 45'53" West, 60.18 feet to the
POINT OF BEGINNING.




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                                 EXHIBIT "A-1"
                                   SITE PLAN

        [SITE PLAN OF CLEVELAND STREET, GARDEN STREET AND PARK STREET]























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                                  EXHIBIT "B"
                            FLOOR PLAN OF PREMISES




























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                                  EXHIBIT "C"
                        APPROVED PLANS & SPECIFICATIONS

Premises to be taken in "as-is" condition with the exception of the
installation of Building Standard carpeting and separation wall. Both shall be
at the Landlord's sole expense.





































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4.       AWNINGS, ETC.
         No awnings or other projections over or around the windows or
         entrances of the premises shall be installed by any tenant.

5.       WALLS
         No tenant shall mark, paint, drill into, or in any way deface any part
         of the premises or the Building of which they form a part. No boring,
         cutting, or stringing of wires shall be permitted, except with the
         prior written consent of the landlord and as it may direct.

6.       PASS KEY
         All entrance doors in the premises shall be left locked when the
         premises are not in use.

         The landlord may retain a pass key to the leased premises and be
         allowed admittance thereto at all times to enable its representative
         to examine the said premises.

7.       LOCKS
         No additional locks or bolts of any kind shall be placed upon any of
         the doors or windows by any tenant, nor shall any changes be made in
         existing locks or the mechanism thereof unless landlord approves of
         such change. Each tenant must, upon the termination of its tenancy,
         return to the landlord all keys of offices and toilet rooms, either
         furnished to, or otherwise procured by such tenant, and in the event
         of the loss of any keys so furnished, such tenant shall pay to the
         landlord the cost thereof.

         Tenant shall not attach or permit to be attached additional locks or
         similar devices to any door, transom or window on the premises; change
         existing locks or the mechanism thereof; or make or permit to be made
         any keys for any door thereof other than those provided by landlord.
         (If more than two keys for one lock are desired, landlord will provide
         them upon payment therefor by tenant).

8.       PLUMBING
         The water and wash closets and other plumbing fixtures shall not be
         used for any purposes other than those for which they were
         constructed, and no sweepings, rubbish, rags, or other substances
         shall be thrown therein. All damages resulting from any misuse of the
         fixtures shall be borne by the tenant who, or whose employees, agents,
         visitors, or licensees shall have caused the same.

9.       HAZARDOUS SUBSTANCES
         No tenant, nor any of tenant's employees, agents, visitors, or
         licensees, shall at any time bring or keep upon the premises any
         inflammable, combustible, or explosive fluid, chemical or substance.

10.      MACHINERY AND/OR EQUIPMENT
         Tenant shall not operate, or permit to be operated, any mechanical
         machinery, steam engine, boiler, or stove without landlord's written
         consent; tenant will not allow the use of oil, burning fluids,
         kerosene, gasoline or other fuels within the premises.




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         Tenant shall not be permitted to install vending machines or similar
         types of electric appliances such as coffee makers, hot plates or
         space heaters (except for such equipment as used in landlord approved
         kitchen and dining areas) and no tenant shall obtain or accept for use
         in the premises, ice, coffee service, catering, drinking water,
         barbering, and bootblacking from any person not authorized by
         landlord in writing to furnish such services, provided always, that
         the charges for such services by persons authorized by landlord are
         not excessive.

11.      EXPLOSIVES
         No article deemed as extra-hazardous on account of fire or explosion
         shall be brought into the premises.

12.      LOST OR STOLEN PROPERTY
         Landlord will not be responsible for any lost or stolen personal
         property, equipment, money or jewelry from tenant's premises or public
         rooms or parking facilities, unless directly caused by the gross
         negligence or willful misconduct of landlord, its agents or employees.

13.      REMOVAL OF PROPERTY FROM PREMISES
         All removals, or the carrying in or out of any safes, freight,
         furniture or bulky matter of any description must take place during
         the hours which the landlord or its agent may determine from time to
         time. The landlord reserves the right to prescribe the weight and
         position of all safes, which must be placed upon 2-inch thick plank
         strips to distribute the weight. The moving of safes or other fixtures
         or bulky matter of any kind must be made after previous notice to the
         Manager of the Building. Any damage done to the Building or to the
         tenants or to other persons in bringing in or removing safes,
         furniture or other bulky or heavy articles shall be paid for by the
         tenant.

         Freight, furniture, business equipment, merchandise and bulky matter
         of any description ordinarily shall be delivered to and removed from
         the premises only in the freight elevator and through the service
         entrance and corridors, but special arrangements will be made for
         moving large quantities of furniture and equipment into or out of the
         Building.

14.      USE OF PREMISES
         Landlord shall not permit the preparation of food for sale on the
         Premises nor use of the facilities for the preparation of food for
         sale without written consent. Tenant shall not use the Premises for
         housing, lodging, sleeping nor any immoral or illegal purpose.

15.      CONSUMPTION OF FOOD OR BEVERAGE
         Tenant, its employees or visitors shall not be permitted to consume
         food or beverages in the common areas (exterior).

16.      JANITORIAL SERVICE
         Tenant shall not employ their own janitors except with the written
         consent of Landlord; when so employed, such janitors shall be subject
         to the regulations and control of Landlord (but not as agent or
         servant of Landlord).

17.      BICYCLES, ETC.
         No bicycles nor vehicles, except baby carriages and wheel-chairs,
         shall be brought into the Building or on the Premises. No Tenant shall
         cause or permit any unusual or objectionable odors to be produced upon
         or permeate from the Premises.




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                                     Page 3
<PAGE>   30

18.      INVITEES
         No Tenant shall invite to the Premises, or permit the visit of,
         persons in such numbers or under such conditions as to interfere with
         the use and facilities of the Building.

19.      NUISANCES

         No Tenant shall make, or permit to be made, any unseemly or disturbing
         noises or disturb or interfere with occupants of neighboring
         buildings, whether by the use of any musical instrument, radio,
         talking machine, musical noise, whistling, singing, or in any other
         way. No Tenant shall throw anything out of the doors or windows.

20.      SOLICITATION
         Canvassing, soliciting and peddling at the Building is prohibited, and
         Tenant shall cooperate to prevent the same.

21.      LITTERING/LOITERING
         No littering or loitering shall be permitted about the Building or
         common areas.

22.      NON-SMOKING PREMISES
         Landlord has designated the Building and all areas within the Building
         to be non-smoking areas and neither Tenant nor its invitees, customers
         or employees shall be permitted to smoke within the Building or the
         Premises.

23.      NO ANIMALS
         No birds, dogs, cats or other animals of any kind shall be brought
         into or kept about the Building or the Premises, with the exception of
         animals trained to assist handicapped persons.

24.      ADDITIONAL RULES AND REGULATIONS
         The Landlord reserves the right to make such other and further
         reasonable rules and regulations as in its judgment may from time to
         time be needed for the safety, care and cleanliness of the Premises,
         and for the preservation of good order therein, and any such other or
         further rules and regulations shall be binding upon the parties
         thereto with the same force and effect as if they had been inserted
         herein at the time of the execution hereof. Such rules and regulations
         which may be subsequently applied by Landlord shall not be binding
         upon Tenant until a copy thereof has been served upon Tenant.

         Landlord reserves the right by written notice to Tenant, to rescind,
         alter or waive any rule or regulation at any time prescribed for the
         Building when, in Landlord's reasonable judgment, it is necessary,
         desirable or proper for the best interest of the Building and the
         Tenants.

LANDLORD SHALL NOT CHANGE SUCH RULES AND REGULATIONS IF SUCH CHANGE SHALL
PREVENT TENANT FROM OPERATING WITHIN THE PREMISES, UNLESS TENANT SHALL THEN BE
PERMITTED TO TERMINATE THIS LEASE.

In the event of any inconsistency between the lease with Tenant and the rules
and regulations herein, the terms of the Lease shall control.




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                                     Page 4
<PAGE>   31

                                  EXHIBIT "E"
                         EXPANSION RIGHT OF FIRST OFFER

Omitted



































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                                                               Tenant  Landlord

<PAGE>   32

                                  EXHIBIT "F"
                              DISCLOSURE STATEMENT

Omitted.






























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                                                               Tenant  Landlord

<PAGE>   33

                                  EXHIBIT "G"
                          NOTICE CONCERNING RADON GAS

FROM: ATRIUM AT CLEARWATER, LIMITED, Landlord

TO:   PROGRESSIVE TELECOMMUNICATIONS, Tenant

         Section 404.056(8) requires that the following notification be
provided to you at the time of, or prior to, contract for sale and purchase of
any building or execution of a rental agreement for any building:

         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
you county public health unit.

         We hereby acknowledge receipt of the foregoing notification.

                                     PROGRESSIVE TELECOMMUNICATIONS

DATE: December 5, 1997               /s/ Barry L. Shevlin
                                     ------------------------------
                                     BY: Barry L. Shevlin
                                     TITLE: President
















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<PAGE>   34

                                  EXHIBIT "H"
                               EXPANSION PREMISES

Omitted.
























Attrium at Clearwater/Progressive.Lease.December 5, 1997         BS       WM
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                                                               Tenant  Landlord