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                                                                   Exhibit 10.8

                             SHOPPING CENTER LEASE

         THIS SHOPPING CENTER LEASE, made and entered into as of the 3rd day of
NOVEMBER, 1999, and between Landlord as hereinafter defined and Tenant as
hereinafter defined.

                              W I T N E S S E T H

         In consideration of the rent to be paid, the mutual covenants and
agreements herein contained, and of other good and valuable considerations,
the receipt and legal sufficiency of which are hereby acknowledged by both
parties hereto, Landlord hereby demises and rents unto Tenant, and Tenant
hereby leases from Landlord, certain premises now existing in Landlord's
Shopping Center named below and described in Exhibit "A" attached hereto, upon
the terms, covenants and conditions hereinafter contained.

                                   ARTICLE I

                   FUNDAMENTAL LEASE PROVISIONS AND EXHIBITS

         Section 1.1 Fundamental Lease Provisions.

         A.      SHOPPING CENTER: The Commonwealth Center

         B.      LANDLORD: Barrett Family Partnership I d/b/a The Commonwealth
                  Center

         C.      TENANT: Progressive Telecommunications Corporation, Inc.

         D.      LEASED PREMISES: 18469 U.S. Highway 19 North, Clearwater,
                  FL 33764

         E.      SIZE/DIMENSIONS: 70,000 square feet

         F.      PERMITTED USES: Business operation

         G.      LEASE TERM: 3 Years. Commencing the 1st day of November, 1999
                  and Terminating midnight October 31, 2002.

         H.      OPTIONS: See Exhibit "E"

         I.      RENT SCHEDULE: See Exhibit "C"
                  (All rents shall be plus applicable Florida rental tax.)

         J.      RENT COMMENCEMENT DATE: December 1, 1999 (52,000 sf)
                                          May 1, 2001      (70,000 sf)

         K.      LEASE COMMENCEMENT DATE: November 1, 1999

         L.      RENTAL PAYMENT PLACE: Office of The Commonwealth Center,
                 c/o J B Management, Inc. 300 S. Duncan Ave., Suite 275,
                 Clearwater, FL 33755

         M.      PRORATA SHARE: 42% representing the percentage of the total
                 rentable space in the Shopping Center represented by the
                 number of rentable square feet in the Lease Premises.

         N.      COMMON AREA MAINTENANCE CONTRIBUTION: Tenant's proportionate
                 prorata share $70,000 CAP. annually _________________________
                                            actual, not to exceed ____________

         0.      REAL ESTATE TAX CONTRIBUTION: Tenant's proportionate prorate
                 share based on actual cost.

         P.      INSURANCE CONTRIBUTION: Tenant's proportionate prorata share
                 based on actual cost.

         Q.      SECURITY DEPOSIT: $30,625.00




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cleaning, landscaping, policing and supervision of the common facilities, and
all other items properly constituting operating and maintenance costs according
to standard accounting practices as determined by Landlord, managing agent
or accountant. "Common Facilities" means all areas, space,

         Section 1.2 Effect of Reference to a Fundamental Lease Provision. Each
reference in this Lease to any of the Fundamental Lease Provisions contained in
Section 1.1 shall be construed to incorporate all of the terms provided under
each such Fundamental Lease Provisions as hereunder amplified.

         Section 1.3 Exhibits. The exhibits listed in this section and attached
to this Lease are incorporated herein by reference and are to be construed as a
part hereof.

         Exhibit A. Legal Description.

         Exhibit B. Plot Plan.

         Exhibit C. Rent Schedule.

         Exhibit D. Tenant/Landlord Work Schedule

         Exhibit E. Renewal Option

         Exhibit F. Sign Criteria

                                   ARTICLE II
                   SHOPPING CENTER, LEASED PREMISES AND TERM

         Section 2.1 Covenants of Landlord's Authority. Landlord represents and
covenants that: (1) prior to commencement of the Lease Term, it will have
either good title to or a valid leasehold interest in the land and building of
which the leased premises form a part, and (2) upon performing all of its
obligations hereunder, Tenant shall peacefully and quietly have, hold and enjoy
the premises for the term of this lease.

         Section 2.2 Leased Premises. For the purpose of this lease, Leased
Premises shall extend to the exterior faces of all walls or to the building
line where there is no wall, or the center line of those walls separating the
Leased Premises from other leased premises in the Shopping Center, together
with the appurtenances specifically granted in this lease, but reserving and
excepting to Landlord the use of the exterior walls and the roof and the
obligation to install, maintain, use, repair and replace pipes, ducts,
conduits, and wires leading through the Leased Premises in locations which will
not materially interfere with Tenant's use thereof and serving other parts of
the Shopping Center.

         Section 2.3 Term. The term of this lease shall commence on the date
set forth in Article 1, Section 1.1 G. and shall continue for the period set
forth therein. The fractional month, if any, between the commencement of the
Lease Term and the end of the month in which the Lease Term begins is
hereinafter referred to as the "Fractional Month".

         Section 2.4 Statement as to Lease Term. After the commencement and
termination dates of the Lease Term shall have been determined as provided in
Section 2.3, Tenant, at Landlord's request, shall from time to time execute,
acknowledge and deliver written statements to the extent such statements are
applicable or accurate in recordable form: (1) ratifying this lease; (2)
specifying the commencement and termination dates of the Lease Term; (3)
certifying that this lease is in full force and effect and has not been
assigned, modified, supplemented or amended (except by Such writings as shall
be so stated); (4) that all conditions under this lease to be performed by
Landlord have been satisfied or stating those not performed; (5) that there
are no defenses or offsets against the enforcement of the lease by Landlord or
specifying any such defenses; (6) the date to which the rental has been paid;
(7) the actual number of square feet of floor space in the Leased Premises as
certified by Landlord's architect; and (8) that no rental has been paid in
advance or specifying any such advance rental.

                                  ARTICLE III
                                    RENTALS

         Section 3.1 Fixed Minimum Annual Rent. Tenant shall pay to Landlord,
without demand and without deduction or set-off, at the rental payment place,
or such other address for the rental payment place as Landlord by notice in
writing to Tenant may from time to time direct, rent as follows: (a) Fixed Rent
shall be payable at the annual rate provided in Article 1, Section 1.1
I(Exhibit C), for each year of the Lease Term, in equal monthly installments in
advance on the first day of each month during the Lease Term. The Fixed Rent
for a Fractional Month (if any) shall be apportioned on a per



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         Tenant shall reimburse Landlord for actual costs for repairs if Tenant
refuses or neglects to repair as required.

         Section 6.3 Inspection. Landlord or its representatives shall have the
right to enter the Leased Premises at reasonable hours of any business day
during the Leased Term to ascertain if the premises are in proper repair and
condition.

         Section 6.4 Sidewalks. Tenant agrees to use reasonable diligence to
keep the sidewalks and outside areas immediately adjoining the premises clean,
and at all times to broom-clean or otherwise keep said sidewalks and outside
areas free of trash, litter or obstructions of any kind.

         Section 6.5 Replacement of Glass. At the commencement of the Lease
Term all glass in the Leased Premises shall be in good condition and undamaged.
Tenant will, at its own expense, replace all glass thereafter broken or
damaged.

                                  ARTICLE VII
                             USE OF LEASED PREMISES

         Section 7.1 Use of Leased Premises. Tenant covenants and agrees to use
the Leased Premises only for the permitted uses set forth in Article 1,
Section 1.1 F., and for no other Purpose.

         The Leased Premises and all building and improvements thereon shall,
during the Lease Term, be used only and exclusively for lawful and moral
purposes and no part of the Leased Premises or improvements thereon shall be
used in any manner whatsoever for any purposes in violation of the laws,
ordinances, regulations or orders of the United States, or of the State, County
and/or City where the premises are located or the Fire Insurance Rating
Organization and/or the Board of Fire Insurance Underwriters, or any duly
constituted subdivision, department or board thereof Tenant shall comply with
all such laws, ordinances, regulations, or orders now in effect or hereafter
enacted or passed during the Lease Term insofar as the Leased Premises and any
signs of Tenant are concerned, and shall make at Tenant's own cost and expense,
all repairs, additions and alterations to the Leased Premises ordered or
required by such authorities, whether in order to meet the special needs of
Tenant, or by reason of the occupancy of Tenant, or otherwise.

         Section 7.2 Rules and Regulations. Tenant's use of the Leased Premises
shall be subject, at all times during the Lease Term, to Landlord's right to
adopt from time to time, modify and/or rescind reasonable rules and regulations
not in conflict with any of the express provisions hereof governing the use of
the parking areas, malls, walks, driveways, passageways, signs, exteriors or
buildings, lighting and other matters affecting other tenants in and the
general management and appearance of the Shopping Center of which the Leased
Premises are a part, but no such rule or regulation shall discriminate against
Tenant. Tenant agrees to comply with all such Rules and Regulations upon notice
to Tenant from Landlord. Tenant also agrees to the following:

         (a) All loading and unloading of goods shall be done only at such
time, in the areas, and through the entrances designated for such purposes by
Landlord.

         (b) The delivery or shipping of merchandise, supplies and fixtures to
and from the Leased Premises shall be subject to such rules and regulations as
in the judgement of Landlord are necessary for the proper operation of the
Leased Premises or Shopping Center.

         (c) All garbage and refuse shall be kept in the kind of container
specified by Landlord, or duly constituted public authority, and shall be
placed outside of the Leased Premises prepared for collection in the manner and
at the times and places specified by Landlord. If Landlord shall provide or
designate a service for picking up refuse and garbage, Tenant shall use same at
Tenant's cost. Tenant shall pay the cost of removal of any Tenant's refuse or
rubbish and maintain all common loading areas in a clean manner satisfactory to
the Landlord.

         (d) No aerial shall be erected on the roof or exterior walls of the
Leased Premises or on the grounds without, in each instance, the written
consent of Landlord. Any aerial so installed without such written consent shall
be subject to removal without notice at any time.

         (e) No loudspeakers, televisions, phonographs, radios or other devices
shall be used in a manner so as to be heard or seen outside of the Leased
Premises without the prior written consent of Landlord.




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         (f) Tenant shall maintain the inside of the Leased Premises at a
temperature sufficiently high to prevent freezing of water in pipes and
fixtures inside the Leased Premises.

         (g) The plumbing facilities shall not be used for any other purpose
than that for which they are constructed, and no foreign substance of any kind
shall be deposited therein, and the expense of any breakage, stoppage or damage
resulting from a violation of this provision shall be borne by Tenant.

         (h) Tenant, at its expense, shall employ the services of a reputable
termite and pest extermination contractor at regular intervals as Landlord
may reasonably require.

         (i) Tenant shall not burn any trash or garbage of any kind in or about
the Leased Premises, the Shopping Center, or within one mile of the outside
property line of the Shopping Center.

         (j) Tenant agrees that Landlord shall have the right to prohibit the
continued use by Tenant of any illegal business operation, advertising or
interior display if, in Landlord's opinion, the continued use thereof would
impair the reputation of the Shopping Center as a desirable place to shop or is
otherwise out of harmony with the general character thereof, and upon notice
from Landlord, Tenant shall forthwith refrain from or discontinue such
activity.

         (k) Tenant will not place or suffer to be placed or maintained on any
exterior door, wall or window of the Leased Premises any sign, awning or
canopy, or advertising matter or other thing of any kind, and will not place or
maintain any decoration, lettering, advertising matter or other thing except as
may be approved by the Landlord. *See bottom of this page 6.

         (1) Tenant agrees that it will erect on the facade of its premises a
store identification sign in accordance with the sign criteria set forth by the
Landlord within 30 days following the opening of its store for business.

         (m) Notwithstanding anything herein above to the contrary, tenant
agrees to comply with any modifications, additions, new rules and regulations
for the use and occupancy of the Shopping Center, as the Landlord, in its full
discretion, from time to time promulgates for the best interests of the
Shopping Center. Landlord shall have no liability for violation by any
other Tenant of the Shopping Center of any rules and regulations, nor shall such
violation or the waiver thereof excuse Tenant from compliance.

         Section 7.3 Signs, Awnings, and Canopies. Landlord may erect and
maintain such suitable signs as it, in its sole discretion may deem appropriate
to advertise the Shopping Center. Tenant may erect and maintain on the exterior
of the Leased Premises only flat wall signs and under-canopy signs which shall
be of such size and type and in such locations as the City may approve.
Tenant shall keep insured and shall maintain such signs in good condition and
repair at all times, and such signs must be lighted at all times after sunset
when the Shopping Center is in operation, whether the Leased Premises are open
for business or not, unless Landlord shall by written approval given to Tenant
waive such requirement. If any damage is done to Tenant's signs, Tenant shall
repair same within five (5) days or Landlord shall have the right to repair
such signs and bill Tenant for cost of the repairs. *See bottom of this page 6.

         Tenant will not place or suffer to be placed or maintained on any
exterior door, wall, or window of the Leased Premises, any sign, awning, or
canopy, or advertising matter or other thing of any kind, and will not place or
maintain any decoration, lettering or advertising matter on either the interior
or exterior glass of any window or door of the Leased Premises without first
obtaining Landlord's written approval and consent. Tenant further agrees to
maintain such sign, awning, canopy, decoration, lettering, advertising matter
or other things as may be approved by Landlord in good condition and repair at
all times. *See bottom of this page 6.

         Section 7.4 Noise, Obstruction, and Nuisances. Tenant covenants that
it will not (i) display any merchandise or maintain any stands in front of the
Leased Premises or in the line of buildings in the shopping Center; (ii) erect
or maintain any barricade or scaffolding which may obscure tile signs,
entrances or show window of any other tenant's business; (iii) create or
maintain, or allow others to create or maintain, any nuisances, including
without limiting the foregoing general language, loud noises, sound effects,
offensive odors and smoke or dust in or about the premises; (iv) place or
maintain any signs in any parking area serving the Leased Premises; (v) commit
any waste; or (vi) maintain or allow to be maintained any excessively bright
lights, changing, flashing, flickering, or lighting devices or similar devices,
the effect of which will be visible from the exterior of the Leased Premises.

         ---------------
 *Notwithstanding anything to the contrary herein contained, Landlord shall
approve signage for the leased premises (including awnings, lighting)
substantially similar to the same affixed to the building located at 2704 Alt.
19, N., Palm Harbor, FL 34683 commonly known as TALK.com.

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                                  ARTICLE VIII
                          TENANT'S BUSINESS OPERATIONS

         Section 8.1 Normal Operation. Tenant shall operate one hundred percent
(100%) of the Leased Premises during the entire Lease Term under the name(s)
set forth in Section 1.1 C., or such other name as Landlord shall approve in
writing, with due diligence and efficiency. Subject to inability by reason of
strikes or labor disputes; Tenant shall conduct its business in the Leased
Premises during the regular customary days and hours for such type of business
in the city or trade area in which the Shopping Center is located. Tenant shall
install and maintain at all times displays of merchandise in the display
windows, if any, of the Leased Premises. Tenant shall keep and display windows
and signs, if any, in the Leased Premises well lighted during the hours from
sundown to 11:00 p.m., unless either prevented from doing so by events beyond
the control of Tenant or such requirement is waived by Landlord.

         Section 8.2 Relationship of the Parties. Nothing herein contained
shall be deemed or construed as creating the relationship of principal and
agent or of partnership or joint venture between the parties hereto; it being
understood and agreed that neither the method of computing rent nor any other
provisions contained herein nor any acts of the parties hereto shall be deemed
to create any relationship between the parties other than that of Landlord and
Tenant.

                                   ARTICLE IX
                   ADDITIONS, ALTERATIONS, AND TRADE FIXTURES

         Section 9.1 By Landlord. Landlord hereby reserves the right at any
time to make alterations or additions to the building in which the Leased
Premises are contained and to build additional stories thereon. Landlord also
reserves the right to construct other buildings or improvements in the Shopping
Center of common areas from time to time and to make alterations thereof or
additions thereto and to build additional stories on any such building
or buildings so constructed, provided such construction will not be part of the
CAM per 4.1. This excludes the actual leased premises.

         Section 9.2 By Tenant. Tenant may from time to time, at its own
expense, alter, renovate or improve the interior of the Leased Premises
provided the same be performed in a good and workmanlike manner, in accordance
with accepted building practices and so as not to weaken or impair the strength
or substantially lessen the value of the building in which the Leased Premises
are located. No changes, alterations or improvements affecting the exterior of
the Leased Premises shall be made by Tenant without the prior written approval
of Landlord. Any work done by Tenant under the provisions of this Section shall
not interfere with the use by the other tenants of their premises in the
Shopping Center.

         All alterations, decorations, additions and improvements made by
Tenant, or made by Landlord on Tenant's behalf as provided in this lease, shall
remain the property of the Tenant for the Lease Term or any extension or
renewal thereof, but they shall not be removed from the Leased Premises without
the prior written consent of Landlord.

         Upon termination of this lease or upon the termination of any renewal
term thereof, Tenant shall remove such alterations, decorations, additions and
improvements and restore the Leased Premises as provided in Section 9.5, and if
Tenant fails to do so and moves from the Leased Premises, all such alterations,
decorations, additions and improvements shall become the property of Landlord.

         Section 9.3 Indemnity and Insurance. Tenant shall indemnify and hold
Landlord harmless from any and all claims for damages or otherwise based upon
or in any manner growing out of any alterations or construction undertaken by
Tenant under the terms of this lease, including all costs, damages, expenses,
court costs and attorney fees incurred in or resulting from claims made by
other tenants or premises in the Shopping Center, their agents, employees,
patrons and invitees.

         Before undertaking any alterations or construction, Tenant shall
obtain and pay for a public liability policy insuring Landlord and Tenant
against any liability which may arise on account of such proposed alteration or
construction work in limits of not less then $500,000.00 for any one person,
$1,000,000.00 for more than one person in any one accident and $100,000.00 for
property damage, and a certificate or copy of such policy shall be delivered to
Landlord prior to the commencement of such proposed work. Tenant shall also
maintain at all times fire insurance with extended coverage in the name of
Landlord and Tenant as their interest may appear in an amount adequate to cover
the

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cost of replacement of all alterations, decorations, additions or improvements
in and to the Leased Premises, and all trade fixtures therein, in the event of
fire or extended coverage loss. Tenant shall deliver to Landlord certificates
of such fire insurance policies which shall contain a clause requiring the
insurer to give Landlord ten (10) days notice of cancellation of such policies.

         Section 9.4 Mechanic's Liens. If by reason of any alterations, repair,
labor performed or materials furnished to the Leased Premises for or on behalf
of Tenant, any mechanic's or other lien shall be filed, claimed, perfected or
otherwise established as provided by law against the Leased Premises, Tenant
shall discharge or remove the lien by bonding or otherwise within thirty (30)
days after notice from Landlord to Tenant of the filing of same.

         Section 9.5 Trade Fixtures. Provided Tenant is not in default
hereunder, Tenant shall have the right, at the termination of this lease, to
remove any and all trade fixtures, equipment and other items of personal
property not constituting a part of the freehold which it may have stored or
installed in the Leased Premises, including but not limited to counters,
shelving, showcases, chairs, and movable machinery purchased or provided by
Tenant and which are susceptible to being moved without damage to the building,
provided this right is exercised before the lease is terminated or during the
ten (10) day period immediately following such termination and provided that
Tenant shall repair any damage to the Leased Premises caused thereby. The right
granted Tenant in this Section 9.5 shall not include the right to remove any
plumbing or electrical fixtures or equipment, heating or air conditioning
equipment, floor coverings (including wall-to-wall carpeting) glued or fastened
to the floors or any paneling, tile, or other materials fastened or attached to
the walls or ceilings, all of which shall be deemed to constitute a part of the
freehold, and, as a matter of course, shall not include the right to remove
any fixture or machinery that was furnished or paid for by the Landlord.
Buildings shall be left in a broom-clean condition. If Tenant shall fail to
remove its trade fixtures or other property at the termination of this lease or
within ten (10) days thereafter, such fixtures and other property not removed
by Tenant shall be deemed abandoned by Tenant, and, at the option of Landlord
shall become the property of Landlord.

                                   ARTICLE X
                              TAXES AND INSURANCE

         Section 10.1 Tenant's Taxes. Tenant covenants and agrees to pay
promptly when due all taxes imposed upon its business operation and its
personal property situated in the Leased Premises.

         Section 10.2 Tenant's Participation in Real Estate Taxes. Landlord
will pay all real property taxes which may be levied or assessed by any lawful
authority against the land and improvements in the Shopping Center. Tenant
shall pay as additional rent hereunder all amount equal to its Prorata Share of
such taxes. Such amount shall be payable in advance on the first day of each
month, based upon Landlord's reasonable estimate thereof based on previous
years actual taxes. Following each calendar year, Landlord shall furnish Tenant
with a statement of the actual amount of such expense for such period, and
appropriate adjustment and payment shall be made for any excess or deficiency.
The initial monthly payment due hereunder shall be the amount provided in
Article I, Section 1.1 O. If the Lease Term ends on a date other than
December 31 of any year, Tenant's obligation for the period commencing
January 1 during such year and ending on the last day of the Lease Term shall
be prorated on a per diem basis and shall be payable by Tenant notwithstanding
that the taxes and assessments payable during such year have not been
determined as of the end of the Lease Term.

         Section 10.3 Liability Insurance. Tenant shall remain at its own
expense public liability insurance covering the Leased Premises for the joint
benefit of Landlord and Tenant with coverage of not less than $500,000.00 for
personal injury, including death, for any one person, $1,000,000.00 for more
than one person in any one accident, and $100,000.00 for property damage. The
policy of insurance may be in the form of a general coverage or floater policy
covering these and other premises, provided that Landlord is specifically
covering therein. A duplicate copy of the policy or certificate of such
insurance shall be delivered to Landlord. Such liability insurance shall also
cover and include all exterior signs maintained by Tenant. Landlord shall carry
public liability insurance covering the exterior of the Leased Premises,
including but not limited to the sidewalks, malls and parking lot.

         Section 10.4 Increase in Fire Insurance Premium. Tenant agrees that it
will not keep, use, sell or offer for sale in or upon the Leased Premises any
article which may be prohibited by the standard form of fire insurance policy.
Tenant agrees to pay any increase in premiums for fire and extended coverage
insurance which may be carried by Landlord on the Leased Premises or the
building of which they are a part, resulting from the type of merchandise sold
or services rendered

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by Tenant in the Leased Premises, whether or not Landlord has consented to the
same. In determining whether increased premiums are the result of Tenant's use
of the Leased Premises, a schedule, issued by the organization making the
insurance rate on the Leased Premises, showing the various components of such
rate, shall be conclusive evidence of the several items and charges which make
up the fire insurance rate on the Leased Premises.

         Tenant shall not knowingly use or occupy the Leased Premises or any
part thereof, or suffer or permit the same to be used or occupied for any
business or purpose deemed extra-hazardous on account of fire or otherwise. In
the event Tenant's use and/or occupancy causes any increase or premium for the
fire, boiler and/or casualty rates on the Leased Premises or any part thereof
above the rate for the least hazardous type of occupancy legally permitted in
the Leased Premises, Tenant shall pay such additional premium on the fire,
boiler and/or casualty insurance policies. Tenant shall also pay in such event,
any additional premium on the rent insurance policy that may be carried by
Landlord for its protection against rent loss through fire. Bills for such
additional premiums shall be rendered by Landlord to Tenant at such times as
Landlord may elect, and shall be due from and payable by Tenant when rendered,
and the amount thereof shall be deemed to be, and be paid as, additional rent,
but such increases in the rate of insurance shall not be deemed a breach of
this covenant by Tenant.

         Tenant shall pay as additional rent hereunder its Prorata Share of the
total premiums for liability and fire and extended coverage insurance
(including "Difference in Conditions" coverage) carried by Landlord with
respect to the Shopping Center. Such amount shall be payable in advance on the
first day of each month, based on Landlord's actual estimate thereof from time
to time. Following each calendar year, Landlord shall furnish Tenant with a
statement of the actual amount of such expense for said period, and appropriate
adjustment and payment shall be made for any excess or deficiency. The initial
monthly payment due hereunder shall be the amount provided in Article I,
Section 1.1. P. If the Lease Term ends on any date other than December 31 of
any year, Tenant's obligation for the period commencing January 1 during such
year and ending on the last day of the Lease Term shall be prorated on a per
diem basis and shall be payable by Tenant notwithstanding that the premiums
payable during such year have not been determined as the end of the Lease Term.

         Section 10.5 Tenant's Insurance. During the Lease Term, Tenant, at its
own cost and expense, shall keep all furniture, fixtures, inventory and
equipment, whether supplied or owned by Tenant or by Landlord, and all glass
forming a part of the Leased Premises, including but not limited to plate
glass, insured to the extent of its full insurable value against loss or damage
by fire and windstorm, with extended coverage. Tenant shall also carry
business interruption coverage in amounts sufficient to pay the Fixed Rent
hereunder. Tenant agrees that this insurance and all other insurance carried by
Tenant shall contain a waiver of subrogation against Landlord. Tenant shall
deliver certified copies of all insurance policies to Landlord together with
proof that the premiums have been paid.

                                   ARTICLE XI
          DAMAGES, DESTRUCTION OR CONDEMNATION OF THE LEASED PREMISES

         Section 11.1 Damage or Destruction by Fire or Other Casualty. If the
Leased Premises is damaged or destroyed by fire, flood, tornado, or by the
elements, or through any casualty, or otherwise, after the commencement of the
Lease Term, this lease shall continue in full force and effect, and Landlord at
its expense shall promptly restore, repair or rebuild the Leased Premises
including but not limited to the store front, to the same condition as it
existed when the possession of the Leased Premises were turned over to the
Tenant at the commencement of the Lease Term, within (90) days after such
damage or destruction. In the event Landlord fails to restore the Leased
Premises as aforesaid, Tenant's sole remedy against Landlord shall be to
terminate this lease as of the date of such casualty. Rent and additional rent,
if any, shall abate from the date of such damage or destruction until ten (10)
days after Landlord has repaired or restored the building in the manner and in
the condition provided in this Section and notified Tenant of such fact.

         In the event that a part only of the Leased Premises is untenantable
or incapable of use for the normal conduct of Tenant's business therein, a just
and proportionate part of the rent shall be abated from the date of such damage
until (10) days after Landlord has completely repaired same and notified Tenant
of such fact.

         In the event that the Leased Premises shall be damaged in whole or in
substantial part within




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the last twenty-four (24) months of the Lease Term or within the last
twenty-four (24) months of the last renewal term, if renewals are provided for
herein, Landlord or Tenant shall have the option, exercisable within ninety
(90) days following such damage, of terminating this lease, effective as of
the date of mailing notice thereof.

         No damage or destruction to the Leased Premises shall allow Tenant to
surrender possession of the Leased Premises nor affect Tenant's liability for
the payment of rent or any other covenant contained herein, except as may be
specifically provided in this lease. Notwithstanding any of the provisions
herein to the contrary, Landlord shall have no obligation to rebuild the
premises unless the damage or destruction is a result of a casualty covered by
Landlord's insurance policy.

         Tenant shall give to Landlord prompt written notice of any damage to
or destruction of any portion of the Leased Premises resulting from fire or
other casualty.

         Section 11.2 Loss or Damage to Tenant's Property. Landlord shall not be
liable for any damage to property of Tenant or of others located on the Leased
Premises, nor for the loss of or damage to any property of Tenant, or of others
by theft or otherwise. Landlord shall not be liable for any injury or damage to
persons or property resulting from fire, explosion, falling plaster, steam,
gas, electricity, water, rain or leaks from any part of the Leased Premises or
from the pipes, appliances or plumbing works or from the roof, street or
subsurface or from any other place or by dampness or by any other cause of
whatsoever nature. Landlord shall not be liable for any such damage caused by
other tenants or persons in the Leased Premises, occupants of property adjacent
to the Shopping Center, or public or quasi-public work.

Landlord shall not be liable for any latent defect in the Leased Premises or in
the building of which they form a part except for a period of one (1) year
from the date Tenant takes possession of the Leased Premises. All property of
Tenant kept or stored on the Leased Premises shall be so kept or stored at the
risk of Tenant only, and Tenant shall hold Landlord harmless from any claims
arising out of damage to the same, including subrogation claims by Tenant's
insurance carriers, unless such damage shall be caused by the willful act or
gross neglect of Landlord. Notwithstanding, the above Landlord shall be
responsible for any claims or damages arising from Landlord negligence or
willful misconduct.

         Section 11.3 Condemnation. In the event the entire Leased Premises
shall be appropriated or taken under the power of eminent domain by any public
or quasi-public authority, this lease shall terminate and expire as of the
date of such taking, and Landlord and Tenant shall thereupon be released from
any further liability hereunder.

         In the event more than fifteen percent (15%) of the floor area of the
Leased Premises shall be appropriated or taken under the power of eminent
domain by any public or quasi-public authority, Tenant and Landlord shall have
the right to cancel and terminate this lease as of the date of such taking
upon giving Landlord and Tenant notice of such election within thirty (30) days
after the receipt by Tenant from Landlord of notice that said Leased Premises
have been so appropriated or taken. In the event of such cancellation, Landlord
and Tenant shall thereupon be released from any further liability under this
lease. Immediately after any appropriation or taking, Landlord shall give
Tenant notice thereof. If this lease shall not be terminated as provided in this
section, then Landlord at its cost and expense shall immediately restore the
building to a complete unit of like quality and character abate of rent and
additional rent incurred as a result of the casualty.

         All compensation awarded or paid upon such a total or partial taking
of the Leased Premises shall belong to and be the property of Landlord without
any participation by Tenant; provided, however, that nothing contained herein
shall be construed to preclude Tenant from prosecuting any claim directly
against the condemning authority in such condemnation proceedings for loss of
business, and/or depreciation to, damage to, and/or cost of removal of , and/or
for the value of stock and/or trade fixtures, furniture and other personal
property belonging to Tenant; provided further, that no such claim shall
diminish or otherwise adversely affect Landlord's award or the award(s) of any
and all ground and underlying lessor(s) and mortgagee(s).

                                  ARTICLE XII
                         DEFAULT BY TENANT AND REMEDIES


         SECTION 12.1 DEFAULT. If Tenant fails to pay any rental due hereunder
or if Tenant defaults in fulfilling any of the covenants of this lease,
Landlord may give Tenant notice thereof. If such default



                                      -8-

<PAGE>   9

is not remedied within five (5) days following such notice, all of Tenant's
rights under this lease shall terminate, and Tenant shall immediately quit and
surrender the premises to Landlord, but Tenant shall continue liable for the
payment of rent and other sums due hereunder. If the nature of the default is
such that it cannot reasonably be cured within the period of 30 days other than
the payment of rent and work thereon shall be commenced within the period and
diligently prosecuted to completion, Tenant's rights under this lease shall not
terminate as a result of such default being thus cured or corrected.

         If at any time during the term there shall be filed by or against
Tenant or against any successor tenant then in possession, in any court
pursuant to any statute either of the United States or of any state, a petition
(i) in bankruptcy, (ii) alleged insolvency, (iii) for reorganization, (iv) for
the appointment of a receiver, or (v) for an arrangement under the Bankruptcy
Act, or if a similar type of proceeding shall be filed, Landlord may terminate
Tenant's rights under this lease by notice in writing to Tenant, and thereupon
Tenant shall immediately quit and surrender the Leased Premises to Landlord,
but Tenant shall continue liable for the payment of rent and all other sums due
hereunder.

         Section 12.2 Landlord's Rights on Default. If Tenant's rights under
this lease shall have terminated as above, Landlord may immediately, or at any
time thereafter, re-enter the Leased Premises and remove all persons and all or
any property therefrom, by a suitable action or proceeding at law, or by force
or otherwise possess and enjoy the premises, together with all additions,
alterations and improvements, and Landlord may, at its option, repair, alter,
remodel and/or change the character of the premises as it may deem fit and/or
at any time relet the Leased Premises or any part or parts thereof, as the
agent of Tenant or otherwise. The exercise by Landlord of any right granted in
the sentence immediately preceding shall not relieve Tenant from the obligation
to make all rental payments, and to fulfill all other covenants required by
this lease, at the time and in the manner provided herein, and if Landlord so
desires, all current and future rent and other monetary obligations shall
become due and payable. Tenant throughout the remaining term hereof shall pay
Landlord, no later than the last day of each month during the term, the then
current excess, if any, of the sum of the unpaid rentals over the proceeds, if
any, received by landlord from such reletting, if any. Landlord shall not be
required to relet the Leased Premises. The Landlord shall make reasonable
effort to relet the Leased Premises. If Landlord attempts to relet the Leased
Premises, Landlord shall be the sole judge as to whether or not a proposed
tenant is suitable and acceptable. Landlord's expenses incurred in connection
with such repair, alteration, remodeling or change, together with any other
expenses incurred by it in connection with the reletting of the Leased Premises
(including but not limited to brokerage fees, if any) shall be deemed
additional rentals payable hereunder.

         In the event of a breach by Tenant of any of the covenants or
provisions hereof, Landlord shall have, in addition to any other remedies which
it may have, the right to invoke any remedy allowed at law or in equity to
enforce Landlord's rights or any of them, as if re-entry and other remedies
were not herein provided for.

         Section 12.3 Non-Waiver Provisions. The failure of Landlord/and/or
Tenant to insist upon a strict performance of any of the terms, conditions and
covenants herein shall not be deemed to be a waiver of any rights or remedies
that Landlord may have and shall not be deemed a waiver of any subsequent
breach or default in the terms, conditions and covenants herein contained
except as may be expressly waived in writing.

         The maintenance of any action or proceeding to recover possession of
the Leased Premises, or any installment or installments of rent or any other
monies that may be due or become due from Tenant to Landlord, shall not
preclude Landlord from thereafter instituting and maintaining subsequent
actions or proceedings for the recovery of possession of the premises or of any
other monies that may be due or become due from Tenant. Any entry or re-entry
by Landlord shall not be deemed to absolve or discharge tenant from liability
hereunder.

         Section 12.4 Landlord's Expenses. In the event of litigation, the
non-prevailing party shall be liable for all attorney's fees incurred by both
the prevailing party and the non-prevailing party. If Tenant's rights
hereunder are not terminated, the amount of such expenses shall be deemed to
be additional rent hereunder and shall forthwith be due and payable by Tenant
to Landlord.

                                  ARTICLE XIII
                      MORTGAGE FINANCING AND SUBORDINATION

         Section 13.1 Subordination. This lease and all of Tenant's rights
hereunder are and shall be



                                      -9-

<PAGE>   10

subordinate to any mortgages or deed of trust which Landlord may place upon the
Shopping Center. However, Tenant shall, upon request or either Landlord or the
holder of any mortgage or deed of trust on the Shopping Center, execute any
documents expressly subordinating this lease to any mortgage or mortgages now
or hereafter placed upon the Landlord's interest in the premises or future
additions thereto, and Tenant shall execute and deliver upon demand, such
further instruments subordinating this lease to the lien of any such mortgage
or mortgages, provided such subordination shall be upon the express condition
that this lease shall be recognized by the mortgagees and that the rights of
Tenant shall remain in full force and effect during the term of this lease and
any extension thereof, notwithstanding any default by the mortgagors with
respect to the mortgages or any foreclosure thereof, so long as Tenant shall
perform all of the covenants and conditions of this lease. Tenant agrees to
execute all agreements required by Landlord's mortgagee or any purchaser at a
foreclosure sale or sale in lieu of foreclosure by which agreements Tenant will
attorn to the mortgagee or purchaser.

         Section 13.2 Priming the Lease. Any mortgagee may at its option elect
to subordinate the lien of its mortgage to this lease by executing and causing
to be recorded in the place where a deed to the Shopping Center would be
required to be recorded, an instrument evidencing such subordination.

                                  ARTICLE XIV
                                OTHER PROVISIONS

         Section 14.1 Indemnity. Tenant during the term hereof shall indemnify
and save harmless Landlord from and against any and all claims and demands
whether for injuries to persons or loss of life, or damage to property,
occurring within the Leased Premises arising out of the use and occupancy of
the Leased Premises by Tenant, its agents, contractors, employees, servants,
lessees or concessionaires, excepting however such claims and demands, whether
for injuries or persons or loss of life, or damage to property, caused by acts
or omissions of Landlord or arising out of the use of the Common Facilities as
defined in the lease. If, however, any liability arises in the common area
because of negligence of Tenant, Tenant's agents, employees, contractors,
invitees, or visitors, then in such event Tenant shall hold Landlord harmless.
In the event of litigation, the non-prevailing party shall be liable for all
attorney's fees incurred by both the prevailing party and the non-prevailing
party. If Tenant's rights hereunder are not terminated, the amount of such
expenses shall be deemed to be additional rent hereunder and shall forthwith be
due and payable by Tenant to Landlord.

         Section 14.2. Definitions and Liability of Landlord. The term
"Landlord" as used in this lease means only the owner for the time being of the
building in which the Leased Premises are located or the owner of a leasehold
interest in the building and/or the land thereunder so that in the event of
sale of the building or an assignment of this lease, or a demise of the
building and/or land, Landlord shall be and hereby is entirely freed and
relieved of all obligations of Landlord hereunder and it shall be deemed without
further agreement between the parties and such purchaser(s), assignee(s), or
lessee(s) that the purchaser, assignee or lessee has assumed and agreed to
observe and perform all obligations of Landlord hereunder.

         It is specifically understood and agreed that there shall be no
personal liability on the officers and employees of Barrett Family Partnership
I, Ltd, in respect to any of the covenants, conditions or provisions of this
lease; in the event a breach or default by Landlord of any of its obligations
under this lease, Tenant shall look solely to the equity of Landlord in the
Shopping Center for the satisfaction of Tenant's remedies.

         Section 14.3 Assignment and Subletting. Tenant shall not assign this
Lease or sublet the Premises without the prior written consent of Lessor, which
consent will not be unreasonably withheld.

         It is understood, however, that any such assignee shall be considered
as the tenant of the Lessor, and Lessor shall recover and be entitled to all
rents to be paid by such assignee. The current lessee shall be entitled to
recover any excess rents paid by assignee that exceed the rent provided for
hereunder.

         Any such assignment or sublease, whether by operation of law or
otherwise, made without Lessor's prior written consent shall entitle Lessor to
declare Tenant in default hereunder with the same force and effect as though
all rentals due and to become due hereunder were due and payable and payment
thereof had been refused by tenant.

         Notwithstanding any of the above, the Lessee shall remain as Guarantor
under this Lease.



                                      -10-

<PAGE>   11
         Section 14.4 Notices. Whenever notice shall or may be given to either
of the parties by the other, each such notice shall be registered or certified
mail to Landlord, Barrett Family Partnership I, LTD, d/b/a The Commonwealth
Center, c/o J B Management, Inc., 300 S. Duncan Avenue, Suite 275, Clearwater,
FL 33755.

         Notice to tenant shall be addressed as specified in Article 1, Section
1.1 D., or in each case, to such other address as either may from time to time
designate in writing to the other. Any notice under this lease shall be deemed
to have been given at the time it is placed in the mail with sufficient postage
prepaid.

         Section 14.5 Interest on Late Payments. See Addendum attached hereto.

         Section 14.6 Short Form Lease. Tenant agrees not to record this lease
without the express written consent of Landlord and further agrees to execute,
acknowledge and deliver at any time after the date of this lease, at the
request of Landlord, a short form lease suitable for recording.

         Section 14.7 Tenant's Notice to Landlord of Default. Should Landlord be
in default under any of the terms of this lease, Tenant shall give Landlord
prompt written notice thereof in the manner specified in Section 14.4 and Tenant
shall allow Landlord a reasonable length of time (in any event, not less than
thirty (30) days from the date of such notice) in which to Cure such default.

         Section 14.8 Surrender of Leased Premises and Holding Over. At the
expiration of the tenancy hereby created, Tenant shall surrender the Leased
Premises in the same condition as the Leased Premises were in upon delivery of
possession thereof to Tenant, reasonable wear and tear excepted, and damage by
unavoidable casualty excepted to the extent that the same is covered by
Landlord's fire insurance policy with extended coverage endorsement, and Tenant
shall surrender all keys for the Leased Premises to Landlord at the place then
fixed for the payment of rent and shall inform Landlord of all combinations of
locks, safes and vaults, if any, in the Leased Premises. Tenant shall remove all
its trade fixtures as specified in Section 9.5 and any alterations or
improvements, before surrendering the Leased Premises, and shall repair any
damage to the Leased Premises caused thereby. Tenant's obligations to observe or
perform this covenant shall survive the expiration, whether or not with the
consent or acquiescence of Landlord, shall be deemed to be that of a tenancy at
will and in no event from month to month or from year to year, and it shall be
Subject to all the terms, covenants and conditions of this lease applicable
thereto, and no extension or renewal of this lease shall be deemed to have
occurred by such holding over.

         Section 14.9 Lien of Landlord for Rent, Taxes, and Other Sums. Landlord
shall have, and Tenant hereby grants, a security interest in any furnishings,
equipment, fixtures, inventory, or other personal property of any kind belonging
to Tenant, or the equity of Tenant therein, on the Leased Premises. The security
interest is granted for the Purpose of securing the payment of rent,
assessments, charges, penalties, and damages herein covenanted to be paid by
Tenant, and for the purpose of securing the performance of all other obligations
of Tenant hereunder. Upon default or breach of any covenants of this lease,
Landlord shall have all remedies available under the Uniform Commercial Code
enacted in the State where the Leased Premises are located including, but not
limited to, the right to take possession of the above mentioned property and
dispose of it by sale in a commercially reasonable manner. Tenant hereby agrees
to sign a Financing Statement upon a request to do so by Landlord, for the
purpose of serving notice to third parties of the security interest herein
granted. In addition to the security interest granted to landlord, Landlord
shall also have a Landlord's lien on all the personal property of Tenant
located in the Leased Premises.

         Section 14.10 Security Deposits. Tenant, contemporaneously with the
execution of this lease, has deposited with Landlord the Security Deposit as
defined in Section 1.1 Q. above, receipt of which is hereby acknowledged by
Landlord. This deposit shall be held by Landlord without liability for interest
as security for the faithful performance by Tenant of all of the terms,
covenants, and conditions of this lease by Tenant to be kept and performed
during their term. If at any time during the term of this lease any of the rent
shall be overdue and unpaid, or any other sum payable by Tenant to Landlord
shall be overdue and unpaid, then Landlord may at its option appropriate and
apply the entire Security Deposit, or so much thereof as may be necessary, to
compensate the landlord for loss or damage sustained or suffered by landlord due
to such breach on the part of Tenant. Should the entire deposit, or any portion
thereof, be apportioned and applied by landlord for the payment of overdue rent
or other sums due and payable to Landlord by Tenant, then Tenant shall upon the
written demand of Landlord, remit to Landlord as additional rental a sufficient
amount in cash to restore said security to the original sum deposited, and
Tenant's failure to do so within five (5) days after receipt of such demand
shall constitute a default of this lease. Should Tenant comply



                                      -11-

<PAGE>   12

with all of the terms covenants and conditions and shall promptly pay all of
the rental herein provided for, as it falls due, and all other sums payable by
Tenant to Landlord, the Security Deposit shall be returned in full to Tenant at
the end of this lease or upon the earlier termination of this lease.

         Section 14.11 Entire and Binding Agreement. This Shopping Center Lease
contains all of the agreements between the parties hereto, and it may not be
modified in any manner other than by agreement in writing signed by all the
parties hereto or their successors in interest. The terms, covenants and
conditions contained herein shall inure to the benefit of and be binding upon
Landlord and Tenant and their respective successors and assigns, except as may
be otherwise expressly provided in this lease.

         Section 14.12 Provisions Severable. 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 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 be
enforceable to the fullest extent permitted by law.

         Section 14.13 Captions. The captions contained herein are for
convenience and reference only and shall not be deemed as a part of this lease
or construed as in any manner limiting or amplifying the terms and provisions
of this lease to which they relate.

         Section 14.14 Rider. A rider consisting of Six (6) page(s) with
Exhibits lettered A,B,C,F and an Addendum is annexed hereto and made a part
hereof.

         IN WITNESS THEREOF, Landlord and Tenant have duly executed this lease
as of the day and year first above written, each acknowledging receipt of an
executed copy hereof.

Signed, sealed and delivered               LANDLORD
in the presence of:                        Barrett Family Partnership I d/b/a
                                                The Commonwealth Center


/s/ Karen Adriance                         By: /s/ Cheryl J. Curtis
----------------------------------             ---------------------------------
                                               as Agent for John P. Barrett, Jr.
----------------------------------             General Partner


Signed, sealed and delivered               TENANT
in the presence of:

/s/ Karen Adriance                         By: /s/ Dr. (ILLEGIBLE)
---------------------------------              ---------------------------------
                                               Progressive Telecommunications
---------------------------------              Corporation, Inc.


This original and any copy thereof shall serve as an original.



                                      -12-

<PAGE>   13


                                    ADDENDUM


This Addendum shall become part of the Lease between PROGRESSIVE
TELECOMMUNICATIONS CORPORATION, INC., (As Tenant), and BARRETT FAMILY
PARTNERSHIP I d/b/a THE COMMONWEALTH CENTER (As Landlord), on that Lease dated
the 3rd day of November, 1999.

It may be the desire of the Landlord to either remodel, revamp or realign the
shopping center in some specific mode or manner which is as yet undecided. As
long as it does not disturb the quiet enjoyment of the leased premises.

AIR CONDITIONING:

Tenant shall be responsible for the day to day maintenance of the air handling
units within the premises, including but not limited to, Freon, filters, belts
and motor. Tenant will provide its own air-conditioning contractor to do the
work as long as it is Tenant's responsibility to pay for the work as expressly
set forth herein above.

OTHER

Loitering/smoking is not permitted in front of the shopping center. Smoking
breaks will be taken in the rear of the building.















                                              FOR LANDLORD       FOR TENANT
                                                          ----             ----


                                      -13-

<PAGE>   14

                                  EXHIBIT "A"
                               LEGAL DESCRIPTION

The following property in Pinellas County, Florida:

That part of Government Lot 4, in Section 20, Township 29 South, Range 16
East, Pinellas County, Florida, being more particularly described as follows:

Commencing at a point on the East right-of-way line of U.S. Highway 19, said
point located S. 89 degrees 19' 48" East, along the South line of said Section
20, a distance of 100.01 feet from the Southwest corner of Section 20, run N.
01 degrees 26' 21" East, 5 feet along the East right-of-way line of U.S.
Highway 19 for a Point of Beginning (POB #1); then continue N. 01 degrees 26'
21" East, 345 feet thence S. 89 degrees 19' 18" East, 175 feet; thence N. 01
degrees 26' 21" East, 200 feet; thence N. 89 degrees 19' 48" West, 175 feet to
the East right-of-way line of U.S. Highway 19; thence N. 01 degrees 26' 21"
East, along said East right-of-way line 615.56 feet; thence S. 89 degrees 26'
5O" East, 885.0 feet; thence S. 01 degrees 26' 21" West, 572 feet; thence N. 89
degrees 19' 48" West, parallel to the South line of Section 20, 263 feet;
thence S. 01 degrees 26' 21" West, 246 feet; thence North 89 degrees 19' 48"
West, 12 feet; thence S. 01 degrees 26' 21" West 344.37 feet; thence N. 89
degrees 19' 48" West, parallel to the South line of Section 20, 610.0 feet to
the Point of Beginning,

LESS THE FOLLOWING, to-wit:

That part of Government Lot 4, in Section 20, Township 29 South, Range 16 East,
Pinellas County, Florida, more particularly described as follows:

Commencing at a point on the East right-of-way line of U.S. Highway 19, said
point located S. 89 degrees 19' 48" E., along the South line of said Section
20, a distance of 100.01 feet from the Southwest corner of Section 20, run N.
01 degrees 26' 21" E., 5.00 feet along the East right-of-way line of U.S.
Highway 19 for a Point of Beginning; thence continue N. 01 degrees 26' 21" E.,
345.00 feet; thence S. 89 degrees 19' 48" E., 252.55 feet; thence S. 01 degrees
20' 21" W., 345.00 feet; thence N. 89 degrees 19' 48" W., 252.55 feet to the
Point of Beginning,

LESS THE FOLLOWING, to-wit:

That part of Government Lot 4, in Section 20, Township 29 South, Range 16 East,
Pinellas County, Florida, more particularly described as follows:

Commencing at the Southwest corner of Section 20, Township 29 South, Range 16
East, Pinellas County, Florida, run S. 89 degrees 19' 48" E., 100.01 feet;
thence N. 01 degrees 26' 21" E., 623.79 feet for a Point of Beginning; thence
continue N. 01 degrees 26' 21" E., 179.82 feet; thence S. 89 degrees 19' 48"
E., 210.24 feet; thence S. 01 degrees 26' 21" W., 179.82 feet; thence N. 89
degrees 19' 48" W., 210.24 feet to the Point of Beginning,

LESS THE FOLLOWING, to-wit:

That part of Government Lot 4, in Section 20, Township 29 South, Range 16 East,
Pinellas County, Florida, more particularly described as follows:

From the Southwest corner of Section 20, Township 29 South, Range 16 East,
Pinellas County, Florida, run S. 89 degrees 19' 48" E., 100.01 feet to the
East, right-of-way line of U.S. Highway 19; thence N. 01 DEGREES 26' 21" E.,
5.0 feet; thence S. 89 Degrees 19' 48" E., 415.65 feet for a Point of
Beginning; thence N. 01 degrees 25' 18" E., 123 feet; thence S. 88 degrees 34'
42" E., 164.40 feet; thence S. 01 degrees 26' 21" W.; 120.45 feet; thence N. 89
degrees 19' 48" W., 164.35 feet to the Point of Beginning.






                                            FOR LANDLORD        FOR TENANT
                                                        -----             -----



                                     -14-

<PAGE>   15

                       COMMONWEALTH CENTER -- SITE PLAN

                                  EXHIBIT "B"




















                                    [SITE PLAN]

















                                            FOR LANDLORD        FOR TENANT
                                                        -----             -----


                                     -15-



<PAGE>   16

                                  EXHIBIT "C"

                                  RENT SCHEDULE

         This Exhibit "C" is part of the Lease between BARRETT FAMILY
PARTNERSHIP I, LTD. d/b/a THE COMMONWEALTH CENTER (As Landlord), and
PROGRESSIVE TELECOMMUNICATIONS CORPORATION, INC. (As Tenant), dated the 3rd day
of NOVEMBER, 1999.


<TABLE>
<CAPTION>

                                                                                     ANNUAL       MONTHLY
                                                                                      RENT          RENT
                                                                                  -----------    ----------
<S>                                                                               <C>            <C>

Rent charges for 52,000 square feet @ $5.25 psf                                   $273,000.00    $22,750.00
(12/1/99 to 4/30/01)*                     7% sales tax                            $ 19,110.00    $ 1,592.50
                                                                                  -----------    ----------
                                    Total Rent charges                            $292,110.00    $24,342.50

Rent charges for 70,000 square feet @ $5.25 psf                                   $367,500.00    $30,625.00
(5/1/01 to 10/31/02)                      7% sales tax                            $ 25,725.00    $ 2,143.75
                                                                                  -----------    ----------
                                    Total Rent charges                            $393,225.00    $32,768.75

</TABLE>

--------
* The first (1st), eleventh (11th) and twelfth (12th) months of this Lease are
  abated to $(0) zero dollars.





Consumer Price Index Increase on first option to renew lease only. (4th year)









                                            FOR LANDLORD        FOR TENANT
                                                        -----             -----



                                      -16-

<PAGE>   17

                                  EXHIBIT "D"

                        LANDLORD/TENANT WORK SCHEDULE

         THIS EXHIBIT "D" is part of the Lease between BARRETT FAMILY
PARTNERSHIP I, d/b/a THE COMMONWEALTH CENTER (As Landlord), and PROGRESSIVE
TELECOMMUNICATIONS CORPORATION, INC., (As Tenant), dated the 3rd day of
NOVEMBER, 1999.

Lessee agrees to lease the space known as 18489 U.S. Hwy. 19, Clearwater, FL
33764, in "as is" condition except as provided for otherwise expressly written
in this lease.

Lessee must submit the architectural drawings for the proposed renovation to
the Lessor by 12/l/99, for Lessor's approval.

Lessee currently intends such architectural changes to the leased premises,
including but not limited to the interior, exterior facade and the landscaping
to give a look, feel and functionality substantially similar to that of the
building located at 2704 Alt. 19, N., Palm Harbor, FL 34663 commonly known as
Talk.com Landlord shall approve such architectural plans.







                                            FOR LANDLORD        FOR TENANT
                                                        -----             -----



                                      -17-
<PAGE>   18


                                  EXHIBIT "E"

                                 RENEWAL OPTION

         This Exhibit "E" is part of the Lease between BARRETT FAMILY
PARTNERSHIP I d/b/a THE COMMONWEALTH CENTER (As Landlord), and PROGRESSIVE
TELECOMMUNICATIONS CORPORATION, INC., (As Tenant), dated the 3rd day
of NOVEMBER, 1999.

Tenant shall have the right, provided Tenant is not then in default pursuant to
the provisions of this lease, to elect to renew the terms of this lease for SIX
(6) period(s) of THREE (3) year(s), such renewal to be upon the same terms, and
subject to the same covenants and agreements as in this lease provided. CPI
increase at the beginning of year 4 only.

If Tenant so elects to renew the term of this lease, Tenant shall give notice to
Landlord in writing, at least two (2) months prior to the term hereof, of such
election.

Non-receipt of written notice by the Landlord prior to the two (2) months
specified herein shall cancel without prejudice the right of the Tenant to
renew this lease and the Landlord shall have no further obligation to extend
this lease for the Tenant.





                                            FOR LANDLORD        FOR TENANT
                                                        -----             -----

                                      -18-


<PAGE>   19

                                   EXHIBIT "F"

                        SIGN SPECIFICATIONS AND CRITERIA

THIS EXHIBIT "F" IS PART OF THE LEASE BETWEEN BARRETT FAMILY PARTNERSHIP I
d/b/a THE COMMONWEALTH CENTER (AS LANDLORD), AND PROGRESSIVE TELECOMMUNICATIONS
CORPORATION, INC. (AS TENANT), DATED THE 3RD DAY OF NOVEMBER, 1999.

ALL SIGNS SHALL BE AS FOLLOWS AND SHALL BE MOUNTED ON THE FRONT FACADE OF
TENANT'S LEASED SPACE.

1.       Wall mounted main identification signage shall be internally
illuminated raceway mounted channel letters. Returns to be fabricated out
of .040 aluminum painted bronze. Raceways painted to match color of building,
faces red, blue or green with gold or silver jewelite trim.

2.       Letters to be minimum of 24" high with double row neon. Typefaces to
be helvetica bold, or helvetica medium. Others subject to Landlord's approval.

3.       Message to run no more that 75% of Tenant's leased frontage. All
signage to be limited to one line of copy centered both horizontally and
vertically on mansard.

4.       All electrical components shall be UL listed, wiring shall be UL
approved and finished sign to bear UL label.

5.       Final hook-up to be done by licensed electrician.

6.       Tenant's sign company shall be responsible for pulling sign permit
and complying with City of Clearwater regulations.

7.       All sign specifications must be approved in writing by the Landlord or
his Agent prior to Tenants' purchasing and installing their individual
identification signs.

8.       All signs and hook-up shall be at the sole expense of the Tenant.

9.       All signs must be installed and in place within 30 days following
Tenant taking possession of the leased premises.

Tenant shall have the right to Install lit signage above store front. Landlord
shall provide tenant one space on property marquis. Above cost will be at
Tenant's expense using the Landlord's criteria.

Notwithstanding the foregoing Exhibit "F" there are express provisions
otherwise contained hereinabove.






                                            FOR LANDLORD        FOR TENANT
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