<PAGE>

                                                                   Exhibit 10.5

BISCAYNE CENTRE, LLC.


                         STANDARD OFFICE BUILDING LEASE


This Lease Agreement (sometimes hereinafter referred to as the "Lease") made and
entered into this 15th day of April, 2003 by and between BISCAYNE CENTRE, LLC.
(hereinafter called "Landlord"), whose address for purposes hereof is 11900 Bi
Biscayne Boulevard, Suite 100, Miami, Florida 33181 and EPIXTAR MANAGEMENT
CORP., A Florida Corporation (hereinafter called "Tenant"), whose address for
purposes hereof is 11900 BISCAYNE BLVD. SUITE 700, MIAMI FLORIDA 33181.


                                   WITNESSETH:


LEASED                     1. Subject to and upon the terms, provisions,
PREMISES               covenants and conditions hereinafter set forth, and each
                       in consideration of the duties, covenants and obligations
SEE                    of the other hereunder, Landlord does hereby lease,
ADDENDUM               demise and let to Tenant and Tenant does hereby lease,
PARAGRAPH              demise and let from Landlord those certain premises
#49                    (hereinafter sometimes call the "Premises" or "Leased
                       Premises") in the building known as Biscayne Centre
                       (hereinafter called the "Building") located at 11900
                       Biscayne Boulevard, Miami, Florida 33181, such Leased
                       Premises being more particularly described as follows:
                       16,810 square feet of Net Rentable Area (hereinafter
                       defined) located on the THIRD, (3rd) & SEVENTH (7th)
                       floors as known as Suites 301, 306, 308, herein after
                       called the "Original Premises", Suite 312 herein after
                       called "Expansion Space A", Suite 700 & 770 herein after
                       called "Expansion Space B", of the Building as reflected
                       on the floor plan of such Leased Premises attached hereto
                       as Exhibit "A" and made a part hereof, identified by the
                       signatures or initials of Landlord and Tenant.

                           The term "Net Rentable Area", as used herein, shall
                       refer to (1) in the case of a single tenancy floor, all
                       space measured from the inside surface of the outer glass
                       of the Building to the outside surface of the opposite
                       outer wall, excluding only the areas ("Service Areas")
                       within the outside walls used for building stairs, fire
                       towers, elevator shafts, flues, vents, pipe shafts and
                       vertical ducts, but including any such areas which are
                       for the specific use of the particular tenant such as
                       special stairs or elevators, and (ii) in the case of a
                       multi-tenancy floor, all space within the inside surface
                       of the outer glass enclosing the tenant occupied portion
                       of the floor and measured to the midpoint of the walls
                       separating areas leased by or held for lease to other
                       tenants or from areas devoted to corridors, elevator
                       foyers rest rooms and other similar facilities for the
                       use of all tenants on the particular floor (hereinafter
                       sometimes called "Common Areas"), but including a
                       proportionate part of the Common Areas located on such
                       floor. Net Rentable area is subject to LANDLORD'S
                       re-measurement of the Premises which may change the
                       square footage set forth above: and TENANT is obligated
                       under the Terms of the Lease to pay for the actual square
                       footage.

                           No deductions from Net Rentable Areas are made for
                       columns necessary to the Building. The Net Rentable Areas
                       in the Lease Premises and in the Building have been
                       calculated on the basis of the foregoing definition and
                       are hereby stipulated above as to the Leased Premises,
                       whether the same should be more or less as a result of
                       minor variations resulting from actual construction and
                       completion of the Leased Premises for occupancy so long
                       as such work is done substantially in accordance with the
                       approved plans.

TERM                      2. This Lease shall be for the term of FIVE (5) Years
                       commencing on the 1st day of MAY, 2003, and ending on the
                       31st day of APRIL, 2008, (hereinafter sometimes referred
                       to as the "Lease Term" or "Term"), unless sooner
SEE                    terminated or extended as provided herein.
ADDENDUM
PARAGRAPHS                If the Landlord is unable to give possession of the
#47 & 50               Leased Premises on the date of the commencement of the
                       aforesaid Lease Term by reason of the holding over of any
                       prior tenant or tenants or for any other reasons, an
                       abatement or diminution of the rent to be paid hereunder
                       shall be allowed Tenant under such circumstances until,
                       possession is given to Tenant, but nothing herein shall
                       operate to extend the initial Term of the lease beyond
                       the agreed expiration date, and said abatement in rent
                       shall be the full extent of Landlord's liability to
                       Tenant for any loss or damage to Tenant on account of
                       said delay in obtaining possession of the Premises. There
                       shall be no delay in the commencement of the Term of this
                       Lease and/or payment of rent where Tenant fails to occupy
                       premises when same are ready for occupancy, or when
                       Landlord shall be delayed in substantially completing
                       such Leased Premises as a result of:

                             (a)  Tenant's failure to promptly furnish working
                                  drawings and plans as required or

                             (b)  Tenant's failure to approve cost estimates
                                  within one (1) week or
                             (c)  Tenant's failure to promptly select materials,
                                  finishes, or installation or
                             (d)  Tenant's changes in plans (notwithstanding
                                  Landlord's approval of any such changes), or
                             (e)  Any other act of omission by Tenant or its
                                  agents or failure to promptly make other
                                  decisions, necessary to the preparation of the
                                  Leased Premises for occupancy.

                           The commencement of the Term and the payment of rent
                       shall not be affected, delayed or deferred on account of
                       any of the foregoing. For the purposes of this paragraph,
                       the Leased Premises shall be deemed substantially
                       completed and ready for occupancy by Tenant when
                       Landlord's Supervising Architect certifies that the work
                       required of Landlord, if any, has been substantially
                       completed in accordance with said approved plans and
                       specifications.

                           Taking possession of the Leased Premises by Tenant
                       shall be conclusive evidence as against Tenant that the
                       Leased Premises were in good and satisfactory condition
                       when possession was so taken. This Lease does not grant
                       any right to light or air over or about the Leased
                       Premises or Building.

                           If Tenant, with Landlord's consent, shall occupy the
                       Leased Premises prior to the beginning of the Lease Term
                       as specified herein above, all provisions of this Lease
                       shall be in full force and effect commencing upon such
                       occupancy.

BASE RENT                 3. Tenant agrees to pay Landlord a total "Base Rental"
                       of ONE MILLION SEVEN HUNDRED SIXTY SEVEN THOUSAND FOUR
SEE                    HUNDRED THREE AND 40/100 DOLLARS ($1,767,403.40) being an
ADDENDUM               annual Base Rental of * in equal monthly installments of
PARAGRAPH              * which is computed at a Base Rental Rate of * per
#48                    rentable square foot per annum for each and every
                       calendar month of the Term of this Lease, plus all
                       applicable sales taxes, without any offset or deduction
                       whatsoever, in lawful (legal tender for public or private
                       debts) money of the United States of America, at the
                       Management Office of the Building or elsewhere as
                       designated from time to time by Landlord's written notice
                       to Tenant.

                         Landlord upon execution of this Lease by Landlord and
                       Tenant, hereby acknowledges payment by Tenant of the sum
                       of -0.00- representing payment of rental (For Expansion
                       Spaces A & B) including applicable sales taxes for the
                       first full calendar month of this Lease. The balance of
                       the total Base Rental is payable in equal monthly
                       installments as specified above, on the First day of each
                       month hereafter ensuing, the first of which shall be due
                       and payable -0.00- . If the Term of this Lease commences
                       on any day of a month excepting the first day, Tenant
                       shall pay Landlord rental as provided for herein for such
                       commencement month on a pro rata basis (such proration to
                       be based on the actual number of days in the commencement
                       month), and the first month's rent paid by Tenant, if
                       any, upon execution of this Lease shall apply and be
                       credited to the next full month's rent due hereunder.
                       Rental for any partial month of occupancy at the end of
                       the Term of this Lease will be prorated, such proration
                       to be based on the actual number of days in the partial
                       month. Tenant may not prepay rent more than one month in
                       advance of its due date.

                          In addition to Base Rental, Tenant shall and hereby
                       agrees to pay to Landlord each month a sum equal to any
                       sales tax, tax on rentals, and any other charges, taxes
                       and/or impositions now in existence or hereafter imposed
                       based upon the privilege of renting the space leased
                       hereunder or upon the amount of rentals collected
                       therefor. Nothing herein shall, however, be taken to
                       require Tenant to pay any part of any Federal and State
                       Taxes on income imposed upon Landlord. The foregoing
                       regarding sales taxes only, does not apply in the event
                       Tenant is exempt from the payment of sales tax Under
                       Section 501(c)(3) of the I.R.S. code.


<PAGE>


                       Tenant shall be required to pay Landlord a late fee equal
                       to 10% of the outstanding balance on any rental due that
                       remains unpaid for (5) days after its due date.

ADDITIONAL                4A. In the event that the cost to the Landlord for the
RENT                   Operating Expenses of the Building, as hereinafter
                       defined during any calendar year of the Lease Term
*SEE                   subsequent to the Base Year (which the parties hereto
ADDENDUM               agree shall be calendar * all exceed the cost to the
PARAGRAPH              Landlord for the Operating Expenses of the Building
#61                    during the Base Year, then Tenant shall pay to Landlord
                       as additional rent Tenant's "proportionate share" (as
                       such term is hereinafter defined) of the increase in such
                       costs for each calendar year, if any. The proportionate
                       share to be paid by the Tenant shall be the percentage
                       which the Net Rentable Area then leased by the Tenant in
                       the Building bears to the Total Net Rentable Area
                       contained in the Building, which is 152,998 rentable
                       square feet. The amount of such additional rent, if any,
                       shall be determined in accordance with the following
                       formula: net rentable square feet of Leased Premises
                       divided by Total Net Rentable Area (the "proportionate
                       share") multiplied by any increase in Operating Expenses
                       over the Operating Expenses of the Base Year equals
                       additional rent due from Tenant except that such
                       additional rent shall be prorated for any partial
                       calendar year following the commencement of the Lease
                       Term.

                          The term "Operating Expenses" as used herein shall
                       mean the cost of all expenses, cost and disbursements of
                       every kind and mature which Landlord shall pay or become
                       obligated to pay because of or in connection with the
                       ownership, maintenance and/or operation of the Building
                       computed on the accrual basis, but shall not include the
                       replacement of capital investment items and new capital
                       improvements. By way of explanation and clarification,
                       but not by way of limitation, these Operating Expenses
                       will include the following:

                             a.   Wages and salaries of all employees engaged in
                                  operation and maintenance of the Building:
                                  employer's social security taxes, unemployment
                                  taxes or insurance, and any other taxes which
                                  may be levied on such wages and salaries; the
                                  cost of disability and hospitalization
                                  insurance, pension or retirement benefits, or
                                  any other fringe benefits for such employees.

                             b.   All supplies and materials used in operation
                                  and maintenance of the Building.

                             c.   Cost of all utilities including water, sewer,
                                  electricity, gas and fuel oil used by the
                                  Building and not charged directly to another
                                  tenant.

                             d.   Cost of customary Building management;
                                  janitorial services; trash and garbage
                                  removal; servicing and maintenance of all
                                  systems and equipment, including, but not
                                  limited to, elevators, plumbing, heating, air
                                  conditioning, ventilating, lighting,
                                  electrical, security and fire alarms, fire
                                  pumps, fire extinguishers and hose cabinets,
                                  mail chute, and staging; guard service,
                                  painting; window cleaning, landscaping and
                                  gardening.

                             e.   Cost of casualty and liability insurance
                                  applicable to the Building and Landlord's
                                  personal property used in connection
                                  therewith.

                             f.   All taxes at the maximum allowable discount
                                  and assessments and governmental charges
                                  whether federal, state, county or municipal,
                                  and whether they be taxing districts or
                                  authorities presently taxing the Leased
                                  Premises or by others, subsequently created or
                                  otherwise, and any other taxes and assessments
                                  attributable to the Building or its operation
                                  excluding, however, federal and state taxes on
                                  income.

                          In the event the Operating Expenses in any year after
                       the Base year are reduced because of a major capital
                       improvement or by the use of automation, then the
                       Operating Expenses for the Base Year shall be reduced for
                       the purpose of determining additional rent as though such
                       improvement or automation was in effect during the Base
                       Year.

                          Landlord shall notify Tenant, within ninety (90) days
                       after the end of the Base Year and each calendar year
                       thereafter during the term hereof, of the amount which
                       landlord estimates (as evidenced by budgets prepared by
                       or on behalf of Landlord) will be the amount of Tenant's
                       proportionate share of increases in Operating Expenses
                       for the then current calendar year and Tenant shall pay
                       such sum in advance to Landlord in equal monthly
                       installments, during the balance of said calendar year,
                       on the first day of each remaining month in said calendar
                       year commencing on the first day of the first month
                       following Tenant's receipt of such notification. Within
                       ninety 90 days following the end of each calendar year
                       after the Base Year, Landlord shall submit to Tenant a
                       statement showing the actual amount which should have
                       been paid by Tenant with respect to increases in
                       Operating Expenses for the past calendar year, the amount
                       thereof actually paid during that year by Tenant and the
                       amount of the resulting balance due thereon, or
                       overpayment thereof, as the case may be. Within thirty 30
                       days after receipt by Tenant of said statement, Tenant
                       shall have the right in person to inspect Landlord's
                       books and records showing the Operating Expenses for the
                       Building for the calendar year covered by said statement.
                       Any other person who inspects LANDLORD'S statements or
                       books on behalf of TENANT, must be a C.P.A., licensed by
                       the State of Florida. Said statement shall become final
                       and conclusive between the parties, their successors and
                       assigns as to the matters set forth therein unless
                       Landlord receives written objection with respect thereto
                       within said thirty 30 day period, Any balance shown to be
                       due pursuant to said statement shall be paid by Tenant to
                       Landlord within thirty (30) days following Tenant's
                       receipt thereof. Any overpayment shall be immediately
                       credited against Tenant's obligation to pay expected
                       additional rent in connection with anticipated increases
                       in Operating Expenses or, if by reason of any termination
                       of the Lease no such future obligation exists amount will
                       be refunded to Tenant. Anything herein to the contrary
                       notwithstanding, Tenant shall not delay or withhold
                       payment of any balance shown to be due pursuant to a
                       statement rendered by Landlord to Tenant, pursuant to the
                       terms hereof, because of any objection which Tenant may
                       raise with respect thereto and Landlord shall immediately
                       credit any overpayment found to be owing to Tenant
                       against Tenant's proportionate share of increases in
                       Operating Expenses for the then current calendar year
                       (and future calendar years, if necessary) upon the
                       resolution of said objection or, if at the time of the
                       resolution of said objection the Lease Term has expired,
                       immediately refund to Tenant any overpayment found to be
                       owing to Tenant.

                          Additional rent, due by reason of the provisions of
                       this subparagraph 4A for the final months of this Lease
                       is due and payable even though it may not be calculated
                       until subsequent to the termination date of the Lease;
                       the Operating Expenses for the calendar year during which
                       the Lease terminates shall be prorated according to that
                       portion of said calendar year that this Lease was
                       actually in effect. Tenant expressly agrees that
                       Landlord, at Landlord's sole discretion, may apply the
                       security deposit specified in paragraph 7 hereof, if any,
                       in full or partial satisfaction of any additional rent
                       due for the final months of this Lease by reason of the
                       provisions of this subparagraph 4A. If said security
                       deposit is greater than the amount of any such additional
                       rent and there are no other sums or amounts owed Landlord
                       by Tenant by reason of any other terms, provisions,
                       covenants or conditions of this Lease, then Landlord
                       shall refund the balance of said security deposit to
                       Tenant as provided in paragraph 7 hereof. Nothing herein
                       contained shall be construed to relieve Tenant, or imply
                       that Tenant is relieved, of the liability for or the
                       obligation to pay any additional rent due for the final
                       months of this Lease by reason of the provisions of this
                       paragraph 4A if said security deposit is less than such
                       additional rent, nor shall Landlord be required to first
                       apply said security deposit to such additional rent if
                       there are any other sums or amounts owed Landlord by
                       Tenant by reason of any other terms, provisions,
                       covenants or conditions of this Lease. If in any calendar
                       year the increase in Operating Expenses is negative, no
                       additional rental is to be charged, but additional rent
                       shall nevertheless be collected at the last years rate
                       and adjusted thereafter.


<PAGE>

                          4B. In the event that "Impositions" (as such term is
                       hereinafter defined) against the Building and/or the land
                       on which it is located are increased during any calendar
                       year of the Lease Term subsequent to the Base Year over
                       the amount of said Impositions during the Base year, the
                       Tenant shall pay to Landlord, as additional rent,
                       Tenant's Proportionate Share of the increases over the
                       Base Year in such Impositions for each calendar year, if
                       any.

                          The term "Impositions" as used herein shall mean all
                       impositions, taxes, assessments (special or otherwise),
                       water and sewer assessments and other governmental liens
                       or charges of any and every kind, nature and sort
                       whatsoever, ordinary and extraordinary, foreseen and
                       unforeseen, and substitutes therefor, including all taxes
                       whatsoever (except only those taxes of the following
                       categories: any inheritance, estate, succession, transfer
                       or gift taxes imposed upon Landlord or any income taxes
                       specifically payable by Landlord as a separate tax paying
                       entity without regard to Landlord's income source as
                       arising from or out of the Building and/or the land on
                       which it is located) attributable in any manner to the
                       Building, the land on which the Building is located or
                       the rents (however the term may be defined) receivable
                       therefrom, or any part thereof, or any use thereon, or
                       any facility located therein or used in conjunction
                       therewith or any charge or other payment required to be
                       paid to any governmental authority whether or not any of
                       the foregoing shall be designated "real estate tax",
                       "sales tax", "rental tax", "excise tax", "business tax",
                       or designated in any other manner.

                          Landlord shall notify Tenant, within ninety (90) days
                       after the end of the Base Year and each calendar year
                       thereafter, of the amount which Landlord estimates (as
                       evidenced by budgets prepared by or on behalf of
                       Landlord) will be the amount of Tenant's Proportionate
                       Share of increases in Impositions for the then current
                       calendar year and advance on the first day of each month
                       commencing on the first day of the first month following
                       Tenant's receipt of such notification. Within ninety (90
                       days following the date on which Landlord receives a tax
                       bill or statement showing what the actual Impositions are
                       with respect to each calendar year, Landlord shall submit
                       to Tenant a statement, together with a copy of said bill
                       or statement, showing the actual amount to be paid by
                       Tenant in the year in question with respect to increases
                       in Impositions for such year, the amount thereof
                       theretofore paid by Tenant and the amount of the
                       resulting balance due thereon, or overpayment thereof, as
                       the case may be. Any balance shown to be due pursuant to
                       said statement shall be spread over the remaining months
                       of the year and be paid by Tenant to Landlord or if after
                       the close of the Calendar Year within ten (10) days
                       following Tenant's receipt thereof any overpayment shall
                       be immediately credited against Tenant's obligation to
                       pay such additional rent in connection with increased
                       Impositions in later years, or, if no such future
                       obligation exists, be immediately refunded to Tenant.

                          Additional rent, due by reason of the provisions of
                       this subparagraph 4B for the final months of this Lease,
                       shall be payable even though the amount thereof is not
                       determinable until subsequent to the termination of the
                       Lease; the Impositions for the calendar year during which
                       the Lease terminates shall be prorated according to that
                       portion of said calendar year that the Lease was actually
                       in effect. Tenant expressly agrees that Landlord, at
                       Landlord's sole discretion, may apply the security
                       deposits specified in paragraph 7 hereof, if any, in full
                       or partial satisfaction of any additional rent due for
                       the final months of this Lease by reason of the
                       provisions of this paragraph 4B. If said security deposit
                       is greater than the amount of such additional rent and
                       there are no other sums or amounts owed Landlord by
                       Tenant by reason of any other terms, provisions,
                       covenants or conditions of the Lease, then Landlord shall
                       refund the balance of said security deposit to Tenant as
                       provided in paragraph 7 hereof. Nothing herein contained
                       shall be construed to relieve Tenant, or imply that
                       Tenant is relieved, of the liability for or the
                       obligation to pay any additional rent due for the final
                       months of this Lease by reason of the provisions of this
                       paragraph 4B if said security deposit is less than such
                       additional rent, nor shall Landlord be required to first
                       apply said security deposit to such additional rent if
                       there are any other sums or amounts owed Landlord by
                       Tenant by reason of any of the terms, provisions,
                       covenants or conditions of this Lease. If in any calendar
                       year the increase in Impositions is negative, no
                       additional rental is to be charged, but rent shall be
                       collected at the last year's rate and adjusted
                       thereafter.

                          4C. It is the intention of the parties hereto to
                       provide that the Tenant shall pay in advance of their due
                       date Tenant's Proportionate Share of increases in
                       Operating Expenses and Impositions, and to share in
                       reduction only by category to the end that an increase in
                       Operating Expenses shall not be offset by a decrease in
                       taxes and vice versa. In no event shall the Base Rental
                       be reduced by reason of decreases in Operating Expenses
                       and/or Impositions.

COST OF LIVING            5. PARAGRAPH OMITTED INTENTIONALLY.
INCREASE
TIME OF                   6. Tenant agrees that Tenant shall promptly pay said
PAYMENT                rents (Base Rental as the same may be adjusted from time
                       to time pursuant to Paragraph 5 and Additional Rental),
                       at the times and place stated above; the Tenant shall pay
                       charges for work performed on order of Tenant and any
                       other charges that accrue under this Lease; that, if any
                       part of the rent or above mentioned charges shall remain
                       due and unpaid for the three (3) business days after
                       written notice from Landlord to Tenant and after the same
                       shall be due and payable, or if Tenant fails to pay when
                       due said rents and any other sums payable under this
                       Lease after written notice from Landlord to Tenant three
                       (3) or more times in any period of twelve (12)
                       consecutive months, Landlord shall have the option (in
                       addition to all other rights and remedies available to it
                       by law and in equity) of declaring the balance of the
                       entire rent for the entire term of the Lease to be
                       immediately due and payable, and Landlord may Lease by
                       distress or otherwise.

SECURITY                  7. Tenant, concurrently with the execution of this
DEPOSIT                Lease must deposit the sum of SIXTY ONE THOUSAND THREE
                       HUNDRED EIGHTY FOUR AND 06/100 DOLLARS ($61,384.06), the
                       receipt which is hereby acknowledged by Landlord, which
                       sum shall be retained by Landlord as security for the
                       payment by Tenant of the rents and all other payments
                       herein agreed to be paid by Tenant, and for the faithful
                       performance by Tenant of the terms, provisions, covenants
                       and conditions of this Lease. It is agreed that Landlord,
                       at Landlords option, may at the time of any default by
                       Tenant under any of the terms, provisions, covenants or
                       conditions of the Lease apply said sum or any part
                       thereof toward the payment of the rents and all other
                       sums payable by Tenant under this Lease, and towards the
                       performance of each and every one of Tenant's covenants
                       under this Lease, but such covenants and Tenant's
                       liability under this Lease shall thereby be discharged
                       only pro tanto that Tenant shall remain liable for any
                       amounts that such sum shall be insufficient to pay; that
                       Landlord may exhaust any and all rights and remedies
                       against Tenant before resorting to said sum, but nothing
                       herein contained shall require or be deemed to require
                       Landlord to do so; that, in the event this deposit shall
                       not be utilized for any such purposes, then such deposit
                       shall be returned by Landlord to Tenant within ten (10)
                       days next after the expiration of the Term of this Lease
                       or the determination and payment of the amount due under
                       paragraph 4 of this Lease, if any, whichever later
                       occurs. Tenant shall maintain this security deposit
                       amount at all times during the lease term.

USE                       8. The Tenant will use and occupy the Leased Premises
                       for the following use or purpose and for no other use or
                       purpose: General Offices.

QUIET                     9. Upon payment by Tenant of the rents herein
ENJOYMENT              provided, and upon the observance and performance of all
                       terms, provisions, covenants and conditions of Tenant's
                       part to be observed and performed, Tenant shall, subject
                       to all of the terms, provisions, covenants and conditions
                       of the Lease Agreement, peaceably and quietly hold and
                       enjoy the Leased Premises for the Term hereby demised.

INSURANCE                 10. If the Landlord's insurance premiums exceed the
PREMIUMS               standard premium rates because the nature of Tenant's
                       operation results in extra hazardous exposure, then
                       Tenant shall, upon receipt of appropriate invoices from
                       Landlord, reimburse Landlord for such increase in
                       premiums. It is understood and agreed between the parties
                       hereto that any such increase in premiums shall be
                       considered as rent due and shall be included in any lien
                       for rent.

RULES AND                 11. Tenant agrees to comply with all rules and
REGULATIONS            regulations Landlord may adopt from time to time for
                       operation of the Building and parking facilities and
                       protection and welfare of Building and Parking
                       facilities, its tenants, visitors and occupants. The
                       present rules and regulations, which Tenant hereby agrees
                       to comply with, entitled "Rules and Regulations" are
                       attached hereto and are by this reference incorporated
                       herein. Any future rules and regulations shall become a
                       part of this Lease, and Tenant hereby agrees to comply
                       with the same upon delivery of a copy thereof to Tenant,
                       providing the same do not materially deprive Tenant of
                       its rights established under this Lease.

GOVERNMENTAL              12. Tenant shall faithfully observe in the use of the
REQUIREMENTS           Leased Premises all municipal and county ordinances and
                       codes and state and federal statutes now in force or
                       which may hereafter be in force.

<PAGE>


SERVICES                  13. Landlord will furnish the following services to
                       Tenant:

                             (A) Cleaning services, deemed by Landlord to be
                             normal and usual in a first class office building,
                             on Monday through Friday, except that shampooing
                             and replacement of carpet as required by Tenant
                             shall be Tenant's expense.

                             (B) Automatically operated elevator service, public
                             stairs, electrical current for lighting,
                             incidentals and normal office use, and water at
                             those points of supply provided for general use of
                             its Tenants at all times and on all days throughout
                             the year.

                             (C) Air conditioning on Monday through Friday from
                             8:00 AM to 6:00 PM and Saturday from 8:00 AM to
                             12:00 Noon, except Memorial Day, Fourth of July,
                             Labor Day, Thanksgiving Day, Christmas Day and New
                             Year's Day. Landlord shall also furnish air
                             conditioning at such other times as are not
                             provided for herein, provided Tenant gives written
                             request to Landlord before 2:00 PM of the business
                             day preceding the extra usage and if Tenant
                             requires air conditioning during such hours, Tenant
                             shall be billed for such service at the rate of
                             $45.00 per hour per Occupied Space and said rate
                             may be changed with thirty (30) days prior written
                             notice.

                          No electric current shall be used except that
                       furnished or approved by Landlord, nor shall electric
                       cable or wire be brought into the Leased Premises, except
                       upon the written consent and approval of the Landlord.
                       Tenant shall use only office machines and equipment that
                       operate on the Building's standard electric circuits, but
                       which in no event shall overload the Building's standard
                       electric circuits from which the Tenant obtains electric
                       current. Any consumption of electric current in excess of
                       that considered by Landlord to be used, normal and
                       customary for all Tenants, or which require special
                       circuits or equipment (the installation of which shall be
                       at Tenant's expense after approval in writing by the
                       Landlord), shall be paid for by the Tenant as additional
                       rent paid to the Landlord in an amount to be determined
                       by Landlord, based upon Landlord's estimated cost of such
                       excess electric current consumption or based upon the
                       actual cost thereof if such excess electric current
                       consumption is separately metered.

                          Such services shall be provided as long as the Tenant
                       is not in default under any of the terms, provisions,
                       covenants and conditions of this Lease, subject to
                       interruption caused by repairs, renewals, improvements,
                       changes to service, alterations, strikes, lockouts, labor
                       controversies, inability to obtain fuel or power,
                       accidents, breakdowns, catastrophes, national or local
                       emergencies, acts of God and conditions and causes beyond
                       the control of Landlord, and upon such happening, no
                       claim for damages or abatement of rent for failure to
                       furnish any such services shall be made by the Tenant or
                       allowed by the Landlord.

TENANT WORK               14. It is understood and agreed between the parties
                       hereto that any charges against Tenant by Landlord for
                       services or for work done on the Leased Premises by order
                       of Tenant, or otherwise accruing under this Lease, shall
                       be considered as rent due and shall be included in any
                       lien for rent.

REPAIR OF                 15. Tenant will, at Tenant's own expense, keep the
LEASED                 Leased Premises in good repair and tenantable condition
PREMISES               during the Lease Term and will replace at its own expense
                       any and all broken glass caused by Tenant in and about
                       said Leased Premises.

                          Tenant will make no alterations, additions or
                       improvements in or to the leased Premises without the
                       written consent of Landlord, which shall not be
                       unreasonably withheld, but may be predicated upon but not
                       limited to Tenant's use of contractors who are acceptable
                       to Landlord; and all additions, fixtures, carpet or
                       improvements, except only office furniture and fixtures
                       which shall be readily removable without injury to the
                       Leased Premises, shall be and remain a part of the Leased
                       Premises at the expiration of this Lease.

                          It is further agreed that this Lease is made by the
                       Landlord and accepted by the Tenant with the distinct
                       understanding and agreement that the Landlord shall have
                       the right and privilege to make and build additions to
                       the Building of which the Leased Premises are a part, and
                       make such alterations and repairs to said Building as it
                       may deem wise and advisable without any liability to the
                       Tenant therefor.

INDEMNIFICATION           16. Tenant further agrees that Tenant will pay all
                       liens of contractors, subcontractors, mechanics,
                       laborers, materialmen, and other items of like character,
                       and will indemnify Landlord against all expenses, costs,
                       and charges, including bond premiums for release of liens
                       and attorneys' fees and costs reasonably incurred in and
                       about the defense of any suit in discharging the said
                       Premises or any part thereof from any liens, judgements,
                       or encumbrances caused or suffered by Tenant. In the
                       event any such lien shall be made or filed, Tenant shall
                       bond against or discharge the same within ten (10) days
                       after the same has been made or filed. It is understood
                       and agreed between the parties hereto that the expenses
                       costs and charges above referred to shall be considered
                       as rent due and shall be included in any lien for rent.

                          The Tenant herein shall not have any authority to
                       create any liens for labor or materials on the Landlord's
                       interest in the Leased Premises and all persons
                       contracting with the Tenant for the destruction or
                       removal of any facilities or other improvements or for
                       the erection, installation, alteration or repair of any
                       facilities or other improvements on or about the Lease
                       Premises, and all materialmen, contractors,
                       subcontractors, mechanics, and laborers are hereby
                       charged with notice that they must look only to the
                       Tenant and to the Tenant's interests in the Leased
                       Premises to secure the payment of any bill for work done
                       or material furnished at the request or instruction of
                       Tenant.

PARKING                   17. Pursuant to all of the terms, provisions,
                       covenants and conditions contained herein, for the Term
**SEE                  of this Lease, Landlord hereby grants to Tenant at no
ADDENDUM               charge during the term of this lease, the non-exclusive
PARAGRAPH              use of SIXTY (60) non-reserved parking spaces in the
# 62                   Building parking areas and SIXTY (60) security cards.
                       Parking space use shall be subject to all of the terms,
                       provisions, conditions and covenants of this Lease.
                       Additional and/or replacement cards are available at a
                       cost of Twenty-five and 00/100 Dollars ($25.00) each. If
                       TENANT shall require parking spaces in addition to those
                       guaranteed in the Lease, LANDLORD may provide them at a
                       monthly charge to TENANT until such time as LANDLORD can
                       no longer do so due to such availability.**

ESTOPPEL                  18. Tenant agrees that from time to time, upon not
STATEMENT              less than ten (10) days prior request by Landlord, Tenant
                       will deliver to the other a statement in writing
                       certifying (a) that this Lease is unmodified and in full
                       force and effect (or, if there have been modifications,
                       that the Lease as modified is in full force and effect
                       and stating the modifications); (b) the dates to which
                       the rent and other charges have been paid; and (c)
                       Landlord is not in default under any provisions of this
                       Lease, or, if in default, the nature thereof in detail.

SUBORDINATION             19. If the Building and/or Leased Premises are at any
                       time subject to a mortgage and/or deed of trust, and
                       Tenant has received written notice from Mortgagee of
                       same, then in any instance in which Tenant gives notice
                       to Landlord alleging default by Landlord hereunder,
                       Tenant will also simultaneously give a copy of such
                       notice to each Landlord's Mortgagee and each Landlord's
                       Mortgagee shall have the right (but not the obligation)
                       to cure or remedy such default during the period that is
                       permitted to Landlord hereunder, plus an additional
                       period of thirty (30) days, and Tenant will accept such
                       curative or remedial action (if any) taken by Landlord's
                       Mortgagee with the same effect as if such action had been
                       taken by Landlord.

                          This Lease shall at Landlord's option, which option
                       may be exercised at any time during the Lease Term, be
                       subject and subordinate to any first mortgage now or
                       hereafter encumbering the Building however, such future
                       mortgagee shall agree not to join Tenant in any
                       foreclosure proceedings if Tenant is not in default under
                       the Terms of this lease. This provision shall be
                       self-operative without the execution of any further
                       instruments. Notwithstanding the foregoing, however,
                       Tenant hereby agrees to execute any instrument(s) which
                       Landlord may deem desirable to evidence the subordination
                       of this Lease to any and all such mortgages.

<PAGE>


ATTORNMENT                20. If the interests of Landlord under this Lease
                       shall be transferred voluntarily or by reason of
                       foreclosure or other proceedings for enforcement of any
                       first mortgage on the Leased Premises, Tenant shall be
                       bound to such transferee (herein sometimes called the
                       "Purchaser") for the balance of the Term hereof
                       remaining, and any extensions or renewals thereof which
                       may be effective in accordance with the terms and
                       provisions hereof with the same force and effect as if
                       the Purchaser were the Landlord under this Lease, and
                       Tenant does hereby agree to attorn to the Purchaser,
                       including the Mortgagee under any such mortgage if it be
                       the Purchaser, as its Landlord, said Attornment to be
                       effective and self-operative without the execution of any
                       further instruments upon the Purchaser succeeding to the
                       interest of the Landlord under this Lease. The respective
                       rights and obligations of Tenant and the Purchaser upon
                       such Attornment, to the extent of the then remaining
                       balance of the Term of this Lease and any such extensions
                       and renewals, shall be and are the same as those set
                       forth herein. In the event of such transfer of Landlord's
                       interest, Landlord, Mortgagee or any Purchaser shall not
                       be liable or responsible for any act, omission or default
                       by any prior Landlord including present Landlord, the
                       return of any security deposit, or the payment of any
                       Tenant allowance or other concession, be bound by any
                       rent paid more than one (1) month in advance, or be
                       subject to any offset, defense, or counterclaim against
                       any prior Landlord, including present Landlord.

ASSIGNMENT                21. Without the written consent of Landlord first
                       obtained in each case Tenant shall not assign, transfer,
                       mortgage, pledge, or otherwise encumber or dispose of
                       this Lease or underlet the Leased Premises or any part
                       thereof or permit the Leased Premises to be occupied by
                       other persons. In the case of a subletting, Landlord's
                       consent may be predicated, among other things, upon
                       Landlord becoming entitled to collect and retain all
                       rentals payable under the sublease. If this Lease be
                       assigned, or if the Leased Premises or any part thereof
                       be underlet or occupied by anybody other than Tenant, the
                       Landlord may, after default by the Tenant, collect or
                       accept rent from the assignee, undertenant, or occupant
                       and apply the net amount collected or accepted to the
                       rent herein reserved, but no such collection or
                       acceptance shall be deemed a waiver of this covenant or
                       the acceptance of the assignee, undertenant, or occupant
                       as Tenant, nor shall it be construed as or implied to be
                       a release of the Tenant from the further observance and
                       performance by the Tenant of the terms, provisions,
                       covenants and conditions herein contained.

                          In lieu of consenting or not consenting, Landlord may,
                       at its option, (i) in the case of the proposed assignment
                       or subletting of Tenant's entire leasehold interest,
                       terminate this Lease in its entirety, or (ii) in the case
                       of the proposed assignment or subletting of a portion of
                       the Premises, terminate this Lease at to that portion of
                       the Premises which Tenant has proposed to assign or
                       sublet. In the event Landlord elects to terminate this
                       Lease pursuant to clause (ii) of this paragraph, Tenant's
                       obligations as to Base Rental and Additional Rent shall
                       be reduced in the same proportion that the Net Rentable
                       Area of the portion of the Premises taken by the proposed
                       assignee or subtenant bears to the total Net Rentable
                       Area of the Premises.

SUCCESSORS                22. All terms, provisions, covenants and conditions to
AND ASSIGNS            be observed and performed by Tenant shall be applicable
                       to and binding upon Tenant's respective heirs,
                       administrators, executors, successors and assigns,
                       subject, however, to the restrictions as to assignment or
                       subletting by Tenant as provided herein. All expressed
                       covenants of this Lease shall be deemed to be covenants
                       running with the land.

HOLD                      23. In consideration of said Premises being leased to
HARMLESS OF            Tenant for the above rental, Tenant agrees: that Tenant,
LANDLORD               at all times, will indemnify and keep Landlord harmless
                       and shall defend Landlord (with counsel chosen by
                       Landlord) from all losses, damages, liabilities and
                       expenses, including without limitation, attorney's fees,
                       at all levels, which may arise or be claimed against
                       Landlord and be in favor of any persons, firms or
                       corporations, consequent upon or arising from the use or
                       occupancy of said Premises by Tenant, or consequent upon
                       or arising from any acts, omissions, neglect or fault of
                       Tenant and/or Tenant's agents, servants, contractors,
                       employees, licensees, visitors, customers, patrons or
                       invitees, or consequent upon or arising from Tenant's
                       failure to comply with any laws, statutes, ordinances,
                       codes or regulations as herein provided; that Landlord
                       shall not be liable to Tenant for any damages, losses or
                       injuries to the persons or property of Tenant which may
                       be caused by the acts, neglect, omissions or faults of
                       any persons, firms or corporations, except when such
                       injury, loss or damage results from the gross negligence
                       of Landlord, Landlord's agents or employees, and that
                       Tenant will indemnify and keep harmless Landlord from all
                       damages, liabilities, losses, injuries, or expenses,
                       including without limitation, attorney's fees, at all
                       levels, which may arise or be claimed against Landlord
                       and be in favor of any persons, firms or corporations,
                       for any injuries or damages to the person or property of
                       any persons, firms or corporations, where said injuries
                       or damages arose about or upon said Premises, as a result
                       of the negligence, acts, omissions and/or fault of
                       Tenant, and/or Tenant's agents, employees, servants,
                       licensees, visitors, customers, patrons, and invitees.
                       All property placed or moved into the Leased Premises or
                       Building shall be at the risk of Tenant or the owner
                       thereof, and Landlord shall not be liable to Tenant or
                       such owner for any damage to said personal property.
                       Tenant shall maintain at all times during the Term of
                       this Lease an insurance policy or policies in an amount
                       or amounts sufficient in Landlord's opinion, to indemnify
                       Landlord or pay Landlord's damages, if any, resulting
                       from any matter set forth hereinbefore in this paragraph
                       23.

                          In case Landlord shall be made a party to any
                       litigation commenced against Tenant, then Tenant shall
                       protect and hold Landlord harmless and shall pay all
                       costs, expenses and reasonable attorneys' fees, at all
                       levels, incurred or paid by Landlord in connection with
                       such litigation and any appeal thereof.

ATTORNEYS                 24. If either party defaults in the performance of any
FEES                   of the terms, provisions, covenants and conditions of
                       this Lease and by reason thereof the other party employs
                       the services of an attorney to enforce performance of the
                       covenants, or to perform any service based upon defaults,
                       then in any of said events the prevailing party shall be
                       entitled to reasonable attorneys' fees and all expenses
                       and costs incurred by the prevailing party pertaining
                       thereto (including costs and fees relating to any appeal)
                       and in enforcement of any remedy.

DAMAGE OR                 25. In the event the Leased Premises shall be
DESTRUCTION            destroyed or so damaged or injured by fire or other
                       casualty, during the Term of this Lease, whereby the same
                       shall be rendered untenantable, then Landlord shall have
                       the right, but not the obligation, to render such Leased
                       Premises tenantable by repairs within 180 days therefrom.

                          Landlord agrees that, within 60 days following damage
                       or destruction, it shall notify Tenant with respect to
                       whether or not Landlord intends to restore the premises.
                       If said Premises are not rendered tenantable within the
                       aforesaid 180 days it shall be optional with either party
                       hereto to cancel this Lease, and in the event of such
                       cancellation the rent shall be paid only to the date of
                       such fire or casualty. The cancellation herein mentioned
                       shall be evidenced in writing. During any time that the
                       Leased Premises are untenantable due to causes set forth
                       in this paragraph, the rent or a just and fair proportion
                       thereof shall be abated. Notwithstanding the foregoing,
                       should damage, destruction or injury occur by reason of
                       Tenant's negligence, Landlord shall have the right, but
                       not the obligation, to render the Leased Premises
                       tenantable within 360 days of the date of damage,
                       destruction or injury and no abatement of rent shall
                       occur.

                          Notwithstanding the foregoing, should damage or
                       destruction occur during the last twelve months of the
                       Lease Term, either Landlord or Tenant shall have the
                       option to terminate this Lease, effective on the date of
                       damage or destruction, provided notice to terminate is
                       given within 30 days of the date of such damage or
                       destruction. Notwithstanding the foregoing, should the
                       damage or destruction occur by reason of Tenant's
                       negligence, Tenant shall not have such option to
                       terminate.

EMINENT                   26. If there shall be taken during the Term of this
DOMAIN                 Lease any part of the Leased Premises, parking facilities
                       or Building, other than a part not interfering with
                       maintenance, operation or use of the Leased Premises,
                       Landlord may elect to terminate this Lease or to continue
                       same in effect. If Landlord elects to continue the Lease,
                       in Landlord's absolute discretion, the rental shall be
                       reduced in proportion to the area of the leased Premises
                       so taken and Landlord shall repair any damage to the
                       Leased Premises, parking facilities, or Building
                       resulting from such taking, provided, however, Landlord
                       shall have no obligation to expend in excess of any
                       amount awarded as a result of any such taking, and the
                       amount to be expended in connection therewith by Landlord
                       shall be determined by Landlord, in Landlord's absolute
                       discretion. If any part of the leased Premisses is taken
                       by condemnation or Eminent Domain which renders the
                       Premises unsuitable for its intended use, as reasonably
                       determined by Landlord and Tenant, the Tenant may elect
                       to terminate this Lease, or if any part of the Leased
                       Premises is so taken which does not render the Premises
                       unsuitable for its intended use, this Lease shall
                       continue in effect and the rental shall be reduced in
                       proportion to the area of the Leased Premises so taken
                       and Landlord shall repair any damage to the Leased
                       Premises resulting from such taking, provided, however,
                       Landlord shall have no obligation to expend in excess of
                       any amount awarded and attributable only to the Premises
                       as a result of any such taking, and the amount to be
                       expended in connection therewith by Landlord shall be
                       determined by Landlord, in Landlord's absolute
                       discretion. If all of the Leased Premises is taken by
                       condemnation or Eminent Domain, this Lease shall
                       terminate on the date of the taking. All sums awarded (or
                       agreed upon between Landlord and the condemning
                       authority) for the taking of the interest of Landlord
                       and/or Tenant, whether as damages or as compensation, and
                       whether for partial or total condemnation, will be the
                       property of Landlord. If this Lease should be terminated
                       under any provisions of this paragraph, rental shall be
                       payable up to the date that possession is taken by the
                       authority, and Landlord will refund to Tenant any prepaid
                       un-accrued rent less any sum or amount then owing by
                       Tenant to Landlord.

<PAGE>


ABANDONMENT               27. If, during the Term of this Lease, Tenant shall
                       abandon, vacate or remove from the Leased Premises the
                       major portion of the goods, wares, equipment or
                       furnishings usually kept on said Leased Premises, or
                       shall cease doing business in said Leased Premises, or
                       shall suffer the rent to be in arrears, Landlord may, at
                       its option, cancel this Lease in the manner stated in
                       Paragraph 28 hereof, or Landlord may enter said Leased
                       Premises as the agent of Tenant by force or otherwise,
                       without being liable in any way therefor and relet the
                       Leased Premises with or without any furniture that may be
                       therein as the agent of Tenant, at such price and upon
                       such terms and for such duration of time as Landlord may
                       determine, and receive the rent therefor applying the
                       same to the payment of the rent due by these presents,
                       and if the full rental herein provided shall not be
                       realized by Landlord over above the expenses to Landlord
                       of such reletting, Tenant shall pay any deficiency.

INSOLVENCY                28. It is agreed between the parties hereto that; if
                       Tenant shall be adjudicated a bankrupt or an insolvent or
                       take the benefit of any federal reorganization or
                       composition proceeding or make a general assignment or
                       take the benefit of any insolvency law; or if Tenant's
                       leasehold interest under this Lease shall be sold under
                       any execution or process of law; or if a trustee in
                       bankruptcy or a receiver be appointed or elected or had
                       for Tenant (whether under Federal or State laws); or if
                       said Premises shall be abandoned or deserted; or if
                       Tenant shall fail to perform any of the terms,
                       provisions, covenants or conditions of this Lease on
                       Tenant's part to be performed; or if this Lease or the
                       Term thereof be transferred or pass to or devolve upon
                       any persons, firms, officers or corporations other than
                       Tenant by death of the Tenant, operation of law or
                       otherwise; then and in any such event, at the option of
                       Landlord, the total remaining unpaid Base Rental for the
                       Term of this Lease shall become due and payable or this
                       Lease and the Term of this Lease shall expire and end
                       five (5) days after Landlord has given Tenant written
                       notice (in the manner hereinafter provided) of such act,
                       condition or default and Tenant hereby agrees immediately
                       then to pay said Base Rental or quit and surrender said
                       Leased Premises to Landlord; but this shall not impair or
                       affect Landlord's right to maintain summary proceedings
                       for the recovery of the possession of the Leased Premises
                       in all cases provided for by law. If the Term of this
                       Lease shall be so terminated, Landlord may immediately,
                       or at any time thereafter, re-enter or repossess the
                       leased Premises and remove all persons and property
                       therefrom without being liable for trespass or damages.

LIEN FOR                  29. Tenant hereby pledges and assigns to Landlord as
PAYMENT OF             security for the payment of any and all rental or other
RENT                   sums or amounts provided for herein, all of the
                       furniture, fixtures, goods and chattels of Tenant
                       which shall or may be brought or put on or into said
                       Leased Premises, and Tenant agrees that said lien may be
                       enforced by distress, foreclosure or otherwise, at the
                       election of the Landlord. Tenant hereby expressly waives
                       and renounces for himself and family any and all
                       homestead and exemption rights he may now have or
                       hereafter acquire under or by virtue of the constitution
                       and laws of the State of Florida or of any other state,
                       or of the United States, as against the payment of said
                       rental or any other obligation or damage that may accrue
                       under the Terms of this Lease.

WAIVER OF                 30. Failure of Landlord to declare any default
DEFAULT                immediately upon occurrence thereof, or delay in
                       taking any action in connection therewith, shall not
                       waive such default, but Landlord shall have the right to
                       declare any such default at any time and take such action
                       as might be lawful or authorized hereunder in law and/or
                       in equity. No waiver by Landlord of a default by Tenant
                       shall be implied, and no express waiver by Landlord shall
                       affect any default other than the default specified in
                       such waiver and that only for the time and extension
                       therein stated.

                          No waiver of any term, provision, condition or
                       covenant of this Lease by landlord shall be deemed to
                       imply or constitute, a further waiver by Landlord of any
                       other term, provision, condition or covenant of this
                       Lease. In addition to any rights and remedies
                       specifically granted Landlord herein, Landlord shall be
                       entitled to all rights and remedies available at law and
                       in equity in the event that Tenant shall fail to perform
                       any of the terms, provisions, covenants or conditions of
                       this Lease on Tenant's part to be performed or fails to
                       pay Base Rental, Additional Rental or any other sums due
                       Landlord hereunder when due. All rights and remedies
                       specifically granted to Landlord herein, by law and in
                       equity shall be cumulative and not mutually exclusive.

RIGHT OF                  31. Landlord, or any of his agents shall have the
ENTRY                  right to enter the Leased Premises during all reasonable
                       hours to examine the same or to make such repairs,
                       additions or alterations as may be deemed necessary for
                       the safety, comfort, or preservation thereof, or to said
                       Building, or to exhibit said Leased Premises at any time
                       within one hundred eighty (180) days before the
                       expiration of this Lease. Said right of entry shall
                       likewise exist for the purpose of removing placards,
                       signs, fixtures, alterations, or additions which do not
                       conform to this Lease. Landlord shall have the right to
                       enter the premises at any time whatsoever in the event of
                       an emergency.

NOTICE                    32. Any notice given Landlord as provided for in this
                       Lease shall be sent to Landlord by certified mail
                       addressed to Landlord; Hand Delivered or Tele-faxed to
                       Landlord's Management Office in the building. Any Notice
                       given to LANDLORD must also be given to LANDLORD'S
                       Mortgagee, Wachovia Securities, its Successors and
                       Assigns ALTIMA, Wachovia Securities as Servicer, P.O. Box
                       563956, Charlotte, NC 28256-3956. Any notice to be given
                       Tenant under the terms of the Lease, unless otherwise
                       stated herein, shall be in writing and shall be hand
                       delivered or Tele-faxed to the office of Tenant in the
                       Building. Either party, from time to time, by such
                       notice, may specify another address to which subsequent
                       notice shall be sent. Either party, from time to time, by
                       such notice, may specify another address to which
                       subsequent notice shall be sent.


LANDLORD                  33. All automobile parking areas, driveways, entrances
CONTROLLED             and exits thereto, Common Areas, and other facilities
AREAS                  furnished by Landlord, including all parking areas, truck
                       way or ways, loading areas, pedestrian walkways and
                       ramps, landscaped areas, stairways, corridors, and other
                       areas and improvements provided by Landlord for the
                       general use, in common, of tenants, their officers,
                       agents, employees, servants, invitees, licensees,
                       visitors, patrons and customers, shall be at all times
                       subject to the exclusive control and management of
                       Landlord, and Landlord shall have the right from time to
                       time to establish, modify and enforce rules and
                       regulations with respect to all facilities and areas and
                       improvements, to police same, from time to time to change
                       the area, level and location and arrangement of parking
                       areas and other facilities herein above referred to, to
                       restrict parking by and enforce parking charges (by
                       operation of meters or otherwise) to tenants, their
                       officers, agents, invitees, employees, servants,
                       licensees, visitors, patrons and customers; to close all
                       or any portion of said areas or facilities to such extent
                       as may in the opinion of Landlord's counsel be legally
                       sufficient to prevent a dedication thereof or the accrual
                       of any rights to any person or the public therein; to
                       close temporarily all or any portion of the public areas,
                       Common Areas or facilities: to discourage nontenant
                       parking to charge a fee for visitor and/or customer
                       parking, and to do and perform such other acts in and to
                       said areas and improvements as, in the sole judgement of
                       Landlord, the Landlord shall determine to be advisable
                       with a view to the improvement of the convenience and use
                       thereof by tenants, their officers, agents, employees,
                       servants, invitees, visitors, patrons, licensees and
                       customers. Landlord will operate and maintain the Common
                       Areas and other facilities referred to in such reasonable
                       manner as Landlord shall determine from time to time.
                       Without limiting the scope of such discretion, Landlord
                       shall have the full right and authority to designate a
                       manager of the parking facilities and/or Common Areas and
                       other facilities who shall have full authority to make
                       and enforce rules and regulations regarding the proper
                       operation and maintenance of the parking areas and/or
                       Common Areas and other facilities. Reference in this
                       paragraph to parking areas and/or facilities shall in no
                       way be construed as giving Tenant hereunder any rights
                       and/or privileges in connection with such parking areas
                       and/or facilities unless such rights and/or privileges
                       are expressly set forth in paragraph 17 hereof.

CONDITION OF              34. Tenant agrees to surrender to Landlord, at the end
PREMISES ON            of the Term of this Lease and/or upon any cancellation of
TERMINATION            this Lease, said Leased Premises in as good condition as
OF LEASE AND           said Leased Premises were at the beginning of the Term of
HOLDING OVER           this Lease, ordinary wear and tear, and damage by fire or
                       other casualty not caused by Tenant's negligence
                       excepted. Tenant agrees that if Tenant does not surrender
                       said Leased Premises to Landlord at the end of the Term
                       of this Lease the Tenant will pay to Landlord double the
                       amount of the current rental for each month or portion
                       thereof that Tenant holds over plus all damages that
                       Landlord may suffer on account of Tenant's failure to so
                       surrender to Landlord possession of said Leased Premises,
                       and will indemnify and save Landlord harmless from and
                       against all claims made by any succeeding Tenant of said
                       Leased Premises against Landlord on account of delay of
                       Landlord in delivering possession of said Leased Premises
                       in accordance herewith or otherwise.

                          No receipt of money by Landlord from Tenant after
                       termination of this Lease or the service of any notice of
                       commencement of any suite or final judgement for
                       possession shall reinstate, continue or extend the Term
                       of this Lease or affect any such notice, demand, suit or
                       judgement.

                          No act or thing done by Landlord or its agents during
                       the Term hereby granted shall be deemed an acceptance of
                       a surrender of the Leased Premises, and no agreement to
                       accept a surrender of the Leased Premises shall be valid
                       unless it be made in writing and subscribed by a duly
                       authorized officer or agent of Landlord.


<PAGE>


OCCUPANCY                 35. Tenant shall be responsible for and shall pay
TAX                    before delinquency all municipal, county or state taxes
                       assessed during the Term of this Lease against any
                       occupancy interest or personal property of any kind,
                       owned by or placed in, upon or about the Leased Premises
                       by the Tenant.

SIGNS                     36. Landlord shall have the right to install signs on
                       the interior or exterior of the Building and Leased
                       Premises and/or change the Building name or street
                       address.

TRIAL BY JURY             37. It is mutually agreed by and between Landlord and
                       Tenant that the respective parties hereto shall and they
                       hereby do waive trial by jury in any action, proceeding
                       or counterclaim brought by either of the parties hereto
                       against the other on any matters arising out of or in any
                       way connected with this Lease, the relationship of
                       Landlord and Tenant, and Tenant's use or occupancy of the
                       Premises. Tenant further agrees that it shall not
                       interpose any counterclaim or counterclaims in a summary
                       proceeding or in any action based upon non-payment of
                       rent or any other payment required of Tenant hereunder.

RELOCATION OF             38. Landlord expressly reserves the right at
TENANT                 Landlord's sole cost and expense to remove Tenant from
                       the Leased Premises and to relocate Tenant in some other
                       space of Landlord's choosing of approximately the same
                       dimensions and size within the Building, which other
                       space shall be decorated by Landlord at Landlord's
                       expense. Landlord shall have the right, in Landlord's
                       sole discretion, to use such decorations and materials
                       from the existing Premises, or other materials so that
                       the space in which Tenant is relocated shall be
                       comparable in its interior design and decorating to the
                       Premises from which Tenant is removed. Nothing herein
                       contained shall be construed to relieve Tenant or imply
                       that Tenant is relieved of the liability for or
                       obligation to pay any Base Rent or Additional Rent due by
                       reason of the provisions of paragraph(s) 3 and 4 of this
                       Lease, the provisions of which paragraph shall be applied
                       to the space in which Tenant is relocated on the same per
                       square foot basis as said provisions were applied to the
                       Premises from which Tenant is removed. Tenant agrees that
                       Landlord's exercise of its election to remove and
                       relocate Tenant shall not terminate this Lease or release
                       Tenant, in whole or in part, from Tenant's obligation to
                       pay the rents and perform the covenants and agreements
                       hereunder for the full Term of this Lease. If Landlord
                       relocates Tenant to another space on the same floor,
                       Landlord shall pay all reasonable expenses associated
                       with moving including telephones and computers. If
                       Landlord relocates Tenant to another floor Landlord shall
                       pay in addition to moving expenses, reasonable expenses
                       for changing stationary and literature to reflect new
                       address.

CROSS                     39. If the term of any lease, other than this Lease,
DEFAULT                made by Tenant for any other space in the Building shall
                       be terminated or terminable after the making of this
                       Lease because of any default by Tenant under such other
                       lease, such default shall, ipso facto constitute a
                       default hereunder and empower Landlord at Landlord's sole
                       option, to terminate this Lease as herein provided in the
                       event of default.

INVALIDITY OF             40. If any term provision, covenant or condition of
PROVISION              this Lease or the application thereof to any person or
                       circumstance shall, to any extent, be invalid or
                       unenforceable, the remainder of this Lease or the
                       application of such term provision, covenant or condition
                       to persons or circumstances other than those as to which
                       it is held invalid or unenforceable shall not be affected
                       thereby and each term, provision, covenant or condition
                       of this Lease shall be valid and be enforceable to the
                       fullest extent permitted by law. This Lease shall be
                       construed in accordance with the laws of the State of
                       Florida.

TIME OF                   41. It is understood and agreed between the parties
ESSENCE                hereto that time is of the essence of all there terms,
                       provisions, covenants and conditions of this Lease.

MISCELLANEOUS             42. The terms Landlord and Tenant as herein contained
                       shall include singular and/or plural, masculine, feminine
                       and/or neuter, heirs, successors, executors,
                       administrators, personal representatives and/or assigns
                       wherever the context so requires or admits. The terms,
                       provisions, covenants and conditions of this Lease are
                       expressed in the total language of this Lease Agreement
                       and the paragraph headings are solely for the convenience
                       of the reader and are not intended to be all inclusive.
                       Any formally executed addendum to or modification of this
                       Lease shall be expressly deemed incorporated by reference
                       herein unless a contrary intention is clearly stated
                       therein.

EFFECTIVE                 43. Submission of this instrument for examination does
DATE                   not constitute an offer, right of first refusal,
                       reservation of or option for the Leased Premises or an
                       other space or premises in, on or about the Building.
                       This instrument becomes effective as a Lease upon
                       execution and delivery by both Landlord and Tenant.

ENTIRE                    44. This lease contains the entire agreement between
AGREEMENT              the parties hereto and all pervious negotiations leading
                       thereto, and it may be modified only by an agreement in
                       writing signed by Landlord and Tenant. No surrender of
                       the Leased Premises, or of the remainder of the terms of
                       this Lease, shall be valid unless accepted by Landlord in
                       writing. Tenant acknowledges and agrees that Tenant has
                       no relied upon any statement, representation,
                       prior written or contemporaneous oral promises,
                       agreements or warranties except such as are expressed
                       herein.

BROKERAGE                 45. Tenant represents and warrants that it has dealt
                       with no broker, agent or other person in connection with
                       this transaction and that no broker, agent or other
                       person brought about this transaction, other than NONE
                       and Tenant agrees to indemnify and hold Landlord harmless
                       from and against any claims by any other broker, agent or
                       other person claiming a commission or other form of
                       compensation by virtue of having dealt with Tenant with
                       regard to this leasing transaction. The provisions of
                       this paragraph shall survive the termination of this
                       Lease.

FORCE                     46. Neither Landlord nor Tenant shall be required to
MAJEURE                perform any term, condition, or covenant in this Lease so
                       long as such performance is delayed or prevented by force
                       majeure, which shall mean acts of God, labor disputes
                       (whether lawful or not), material or labor shortages,
                       restrictions by any governmental authority, civil riots,
                       floods, and any other cause not reasonably within the
                       control of Landlord or Tenant and which by the exercise
                       of due diligence Landlord or Tenant is unable, wholly or
                       in part, to prevent or overcome. Lack of money shall not
                       be deemed force majeure.

<PAGE>


                 ADDENDUM ATTACHED HERETO AND MADE A PART HEREOF


IN WITNESS WHEREOF, the parties hereto, have signed, sealed and delivered this
Lease in triplicate at Dade County, Florida on the date and year first above
written.


                               LANDLORD: BISCAYNE CENTER, LLC.


WITNESSES:

                                    By /s/ Richard F. Wagman
                                       -----------------------------------
                                       Richard F. Wagman

                                    Title:   VICE - PRESIDENT
                                           -------------------------------

                                    Date:  4/15/03
                                          --------------------------------


                               TENANT: EPIXTAR MANAGEMENT CORP.

WITNESSES:



/s/ Deborah Gambone                 By /s/
----------------------------           ----------------------------------------

----------------------------
                                    Title: President, Epixtar Management Corp.
                                           ------------------------------------

                                    Date:  3/14/03
                                          -------------------------------------


<PAGE>


                              RULES AND REGULATIONS


         The following Rules and Regulations, hereby accepted by Tenant, are
prescribed by Landlord to enable Landlord to provide, maintain, and operate, to
the best of Landlord's ability, orderly, clean and desirable premises, Building
and parking facilities for the Tenants therein at as economical a cost as
reasonably possible, and to regulate conduct in and use of said Premises,
Building and Parking facilities in such manner as to minimize interference by
others in the proper use of same by Tenant.

1.       Tenant, its officers, agents, servants and employees shall not block or
         obstruct any of the entries, passages, doors, elevators, elevator
         doors, hallways or stairways of Building or garage, or place, empty or
         throw any rubbish, litter, trash or material of any nature into such
         areas, or permit such areas to be used at any time except for ingress
         or egress of Tenant, its officers, agents servants, employees, patrons,
         licensees, customers, visitors or invitees.

2.       The movement of furniture, equipment, machines, merchandise or
         materials within, into or out of the Leased Premises, Building or
         parking facilities shall be restricted to time, method and routing of
         movement as determined by Landlord upon request from Tenant and Tenant
         shall assume all liability and risk to property, Premises and Building
         in such movement. Tenant shall not move furniture, machines, equipment,
         merchandise or materials within, into or out of the Building, Leased
         Premises or garage facilities without having first obtained a written
         permit from Landlord twenty-four (24) hours in advance. Safes, large
         files, electronic data processing equipment and other heavy equipment
         or machines shall be moved into Leased Premises, Building or parking
         facilities only with Landlord's written consent and placed where
         directed by Landlord.

3.       No sign, door plaque, advertisement or notice shall be displayed,
         painted or affixed by Tenant, its officers, agents servants, employees,
         patrons, licensees, customers, visitors, or invitees in or on any part
         of the outside or inside of the Building, garage facilities or Leased
         Premises without prior written consent of Landlord and then only of
         such color, size, character, style and materials and in such places as
         shall be approved and designated by Landlord. Signs on doors and
         entrances to Leased Premises shall be placed thereon by a contractor
         designated by Landlord and paid for by Tenant.

4.       Landlord will not be responsible for lost or stolen property,
         equipment, money or any article taken from Leased Premises, Building or
         parking facilities regardless of how or when loss occurs.

5.       No additional locks shall be placed on any door or changes made to
         existing locks in Building without the prior written consent of
         Landlord. Landlord will furnish two keys to each lock on doors in the
         Leased Premises and Landlord, upon request of Tenant, shall provide
         additional duplicate keys at Tenant's expense. Landlord may at all
         times keep a pass key to the Leased Premises. All keys shall be
         returned to Landlord promptly upon termination of this Lease.

6.       Tenant, its officers, agents, servants or employees shall do no
         painting or decorating in Leased Premises, or mark, paint or cut into,
         drive nails or screw into or in any way deface any part of Leased
         Premises or Building without the prior written consent of Landlord. If
         Tenant desires signal, communication, alarm or other utility or service
         connection installed or changed, such work shall be done at expense of
         Tenant, with the approval and under the direction of Landlord.

7.       Landlord reserves the right to: (i) close the Building at 6:00 PM,
         subject, however, to Tenant's right to admittance under regulations
         prescribed by Landlord, and to require the persons entering the
         Building to identify themselves and establish their right to enter or
         to leave the Building; (ii) close all parking areas between the hours
         of 9:00 PM and 7:00 AM during week days; (iii) close all parking areas
         on weekends and holidays.

8.       Tenant, its officers, agents, servants and employees shall not permit
         the operation of any musical or sound producing instruments or device
         which may be heard outside Leased Premises, Building or parking
         facilities, or which may emanate electrical waves which will impair
         radio or television broadcasting or reception from or in Building.

9.       Tenant, its officers, agents, servants, and employees shall, before
         leaving Leased Premises unattended, close and lock all doors and shut
         off all utilities; damage resulting from failure to do so shall be paid
         by Tenant. Each Tenant before the closing of the day and leaving the
         said Leased Premises shall see that all blinds and/or draperies are
         pulled and drawn.

10.      All plate and other glass now in Leased Premises or Building which is
         broken through cause attributable to Tenant, its officers, agents,
         servants, employees, patrons, licensees, customers, visitors or
         invitees shall be replaced by and at expense of Tenant under the
         direction of Landlord.

11.      Tenant shall give Landlord prompt notice of all accidents to or defects
         in air conditioning equipment, plumbing, electric facilities or any
         part or appurtenance of Leased Premises.

12.      The plumbing facilities shall not be used for any other purpose than
         for which they are constructed, and no foreign substance of any kind
         shall be thrown therein, and the expense of any breakage, stoppage, or
         damage resulting from a violation of this provision shall be borne by
         Tenant, who shall or whose officers, employees, agents, servants,
         patrons, customers, licensees, visitors or invitees shall have caused
         it.

13.      All contractors and/or technicians performing work for Tenant within
         the Leased Premises, Building or parking facilities shall be referred
         to Landlord for approval before performing such work. This shall apply
         to all work including, but not limited to, installation of telephones,
         telegraph equipment, electrical devices and attachments, and all
         installations affecting floors, walls, windows, doors, ceiling,
         equipment or any other physical feature of the Building, Leased
         Premises or parking facilities. None of this work shall be done by
         Tenant without Landlord's prior written approval.

14.      No showcases or other articles shall be put in front of or affixed to
         any part of the exterior of the Building, nor placed in the halls,
         corridors or vestibules without the prior written consent of Landlord.

15.      Glass panel doors that reflect or admit light into the passageways or
         into any place in the Building shall not be covered or obstructed by
         the Tenant, and Tenant shall not permit, erect, and/or place drapes,
         furniture, fixtures, shelving, display cases or tables, lights or signs
         and advertising devices in front of or in proximity of interior and
         exterior windows, glass panels, or glass doors providing a view into
         the interior of the Leased Premises unless same shall have first been
         approved in writing by Landlord.

16.      Canvassing, soliciting and peddling in the Building or parking
         facilities is prohibited and each Tenant shall cooperate to prevent the
         same. In this respect, Tenant shall promptly report such activities to
         the Building Manager's office.

17.      There shall not be used in any space, or in the public halls of the
         Building, either by any Tenant or by jobbers or others, in the delivery
         or receipt of merchandise, any hand trucks, except those equipped with
         rubber tires and side guards.

18.      The work of Landlord's janitors or cleaning personnel shall not be
         hindered by Tenant after 5:30 PM and such work may be done at any time
         when the offices are vacant. The windows, doors and fixtures may be
         cleaned at any time. Tenant shall provide adequate waste and rubbish
         receptacles, cabinets, bookcases, map cases, etc., necessary to prevent
         unreasonable hardship to Landlord in discharging its obligation
         regarding cleaning service. In this regard, Tenant shall also empty all
         glasses, cups and other containers holding any type of liquid
         whatsoever.

19.      In the event Tenant must dispose of crates, boxes, etc., which will not
         fit into office wastepaper baskets, it will be the responsibility of
         Tenant with Landlord's assistance to dispose of same. In no event shall
         Tenant set such items in the public hallways or other areas of Building
         or parking facilities, excepting Tenant's own Premises, for disposal.

20.      Tenants are cautioned in purchasing furniture and equipment that the
         size is limited to such as can be placed on the elevator and will pass
         through the doors of the Leased Premises. Large pieces should be made
         in parts and set up in the Leased Premises. Landlord reserves the right
         to refuse to allow to be placed in the Building any furniture or
         equipment of any description which does not comply with the above
         conditions.



<PAGE>


21.      Tenant will be responsible for any damage to the Leased Premises,
         including carpeting and flooring, as a result of rust or corrosion of
         file cabinets, roller chairs, metal objects or spills of any type of
         liquid.

22.      If the Premises demised to any Tenant become infested with vermin, such
         Tenant, at its sole cost and expense, shall cause its premises to be
         exterminated from time to time, to the satisfaction of Landlord, and
         shall employ such exterminators therefor as shall be approved by
         Landlord.

23.      Tenant shall not install any antenna or aerial wires, or radio or
         television equipment, or any other type of equipment, inside or outside
         of the Building, without Landlord's prior approval in writing, and upon
         such terms and conditions as may be specified by Landlord in each and
         every instance.

24.      Tenant shall not advertise the business, profession or activities of
         Tenant in any manner which violates the letter or spirit of any code of
         ethics adopted by any recognized association or organization pertaining
         thereto, or use the name of the Building for any purpose other than
         that of the business address of Tenant or use any letterheads,
         envelopes, circulars, notices advertisements, containers or wrapping
         material, without Landlord's express consent in writing.

25.      Tenant, its officers, agents, employees, servants, patrons, customers,
         licensees, invitees and visitors shall not solicit business in the
         Building's parking facilities or Common Areas, nor shall Tenant
         distribute any hand bills or other advertising matter in automobiles
         parked in the Building's parking facilities.

26.      Tenant shall not conduct its business in such manner as to create any
         nuisance, or interfere with, annoy or disturb any other tenant in the
         Building, or Landlord in its operation of the Building or commit waste
         or suffer or permit waste to be committed in the Leased Premises,
         Building or parking facilities. In addition, Tenant shall not allow its
         officers, agents, employees, servants, patrons, customers, licensees
         and visitors to conduct themselves in such manner as to create any
         nuisance or interfere with, annoy or disturb any other tenant in the
         Building or Landlord in its operation of the Building or commit waste
         or suffer or permit waste to be committed in the Leased Premises,
         Building or parking facilities.

27.      Tenant, its officers, agents, servants or employees shall not install
         or operate any refrigerating, heating or air conditioning apparatus or
         carry on any mechanical operation or bring into Leased Premises,
         Building or garage facilities any inflammable fluids or explosives
         without written permission of Landlord.

28.      Tenant, its officers, agents servants or employees shall not use Leased
         Premises, Building or garage facilities for housing, lodging or
         sleeping purposes or for the cooking or preparation of food, without
         the prior written consent of the Landlord.

29.      Tenant, its officers, agents, servants, employees, patrons, licensees,
         customers, visitors or invitees shall not bring into garage facilities,
         Building or Leased Premises or keep on Leased Premises any fish, fowl,
         reptile, insect, or animal or any bicycle or other vehicle without the
         prior written consent of Landlord, wheel chairs and baby carriages
         excepted.

30.      Neither Tenant nor any officer, agent, employee, servant, patron,
         customer, visitor, licensee or invitee of any Tenant shall go upon the
         roof of the Building without the written consent of the Landlord or the
         authorization of the Heliport administration.

31.      Tenant's employing laborers or others outside of the Building shall not
         have their employees paid in the Building, But shall arrange to pay
         their payrolls elsewhere.

32.      Tenant, its officers, agents, servants, employees, patron's licenses,
         visitors and invites shall not smoke in the common areas of the
         Building.

33.      Tenants, its officers and employees shall not park in visitors parking
         areas of Building.

34.      Tenants, its officers and employees shall comply with all reasonable
         recycling regulations dictated by Dade County and Landlord.


<PAGE>


                                 FIRST ADDENDUM

ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH floors of the building known as BISCAYNE CENTRE,
located at 11900 Biscayne Boulevard, Miami, Florida 33181.

This First Addendum (the "Addendum") is hereby incorporated into and made a part
of such Standard Lease. Unless set forth in this Addendum to the contrary, the
terms set forth herein shall have the same meaning as set forth in the Standard
Lease, and to the extent of any conflict between the terms and conditions of the
Standard Lease and this Addendum, the terms and conditions of this Addendum
shall prevail. The Standard Lease, Addendum, and any other documents executed in
connection therewith are collectively referred to herein as the "Lease" or
"Lease Agreement."

47. RENT COMMENCEMENT

"Base Rent" at the rate of NINETEEN DOLLARS AND 62/100 ($19.50) per rentable
square foot per annum, shall commence when; (i) "Expansion Space A" or
"Expansion Space B" or; (ii) "Expansion Premise A" and "Expansion B" are deemed
ready for occupancy. Rent shall commence however on only the "Expansion Space"
completed. By way of example and without limiting the generality of the
foregoing; (i) if "Expansion Space A" is completed without" Expansion Space B"
being completed rent shall commence on "Expansion Space A" only. If "Expansion
Premise B" is completed before "Expansion Space A" is complete then rent shall
commence on" Expansion Premise B" only; (iii) if "Expansion Space A and B" are
both completed at the same time then rent shall Commence on "Expansion Space A
and B" simultaneously. TENANT shall pay rent on the Original Premises at a
rate of $19.50 per annum until the improvements are completed.

48. BASE RENT

TENANT agrees to pay LANDLORD a total "Base Rental" of ONE MILLION SEVEN HUNDRED
SIXTY SEVEN THOUSAND FOUR HUNDRED THREE AND 40/100 DOLLARS' ($1,767,403.40,
without any offset or deduction whatsoever, in lawful (legal tender for public
or private debts) money of the United States of America, at the Management
Office of the building or elsewhere as designated from time to time by
LANDLORD's written notice to TENANT, said total "Base Rental" shall be paid as
follows:

1.       The Annual Base Rental Rate for year one (1) shall be THREE HUNDRED
         TWENTY SEVEN THOUSAND SEVEN HUNDRED NINETY FIVE DOLLARS AND NO/100
         ($327,795.00) in equal monthly installments of TWENTY SEVEN THOUSAND
         THREE HUNDRED SIXTEEN DOLLARS AND 25/100 ($27,316.25) which is computed
         at a Base Rental Rate of NINETEEN DOLLARS AND 50/100 $19.50 per
         rentable square foot.

2.       The Annual Base Rental Rate for year two (2) shall be THREE HUNDRED
         FORTY THOUSAND TWO HUNDRED THIRTY FOUR DOLLARS AND 40/100 ($340,234.40)
         in equal monthly installments of TWENTY EIGHT THOUSAND THREE HUNDRED
         FIFTY TWO DOLLARS AND 87/100 ($28,352.87) which is computed at a Base
         Rental Rate of TWENTY DOLLARS AND 24/100 ($20.24) per rentable square
         foot.

3.       The Annual Base Rental Rate for year three (3) shall be THREE HUNDRED
         FIFTY THREE THOUSAND TEN DOLLARS AND NO/100 ($353,010.00 in equal
         monthly installments of TWENTY NINE THOUSAND FOUR HUNDRED SEVENTEEN
         DOLLARS AND 50/100 ($29,417.50)which is computed at a Base Rental Rate
         of TWENTY ONE DOLLARS AND NO/100 ($21.00) per rentable square foot.


4.       The Annual Base Rental Rate for year four (4) shall be THREE HUNDRED
         SIXTY SIX THOUSAND TWO HUNDRED EIGHTY NINE DOLLARS AND 90/100
         ($366,289.90) in equal monthly installments of THIRTY THOUSAND FIVE
         HUNDRED TWENTY FOUR DOLLARS AND 16/100 ($30,524.16) which is computed
         at a Base Rental Rate of TWENTY ONE DOLLARS AND 79/100 ($21.79) per
         rentable square foot.

5.       The Annual Base Rental Rate for year five (5) shall be THREE HUNDRED
         EIGHTY THOUSAND SEVENTY FOUR DOLLARS AND 10/100 ($380,074.10) in equal
         monthly installments of THIRTY ONE THOUSAND SIX HUNDRED SEVENTY TWO
         DOLLARS AND 84/100 ($31,672.84) which is computed at a Base Rental Rate
         of TWENTY TWO DOLLARS AND 61/100 ($22.61) per rentable square foot.

49. LEASED PREMISES

The Leased Premises shall consist of three (3) areas; (i) the Original Premise
consisting of approximately 5844 rentable square feet, hereinafter referred to a
Original Premise; (ii) "Expansion Space A" consisting of approximately 1726
rentable square feet hereinafter referred to as "Expansion Spaces A" and; (iii)
"Expansion Spaces B" consisting of approximately 9240 rentable square feet,
hereinafter referred to as "Expansion Spaces B". SEE EXHIBIT B

50. LEASE COMMENCEMENT

This Lease shall Commence when "Expansion Space A and B" or "Expansion Space A"
or "Expansion Space B" is ready for Occupancy by the TENANT "Lease
Commencement". For the purpose of this Paragraph, the "Expansion Spaces A & B"
shall be deemed substantially completed and ready for occupancy by TENANT when
LANDLORD'S Supervising Architect certifies that the LANDLORD'S work has been
substantially completed in accordance with the plans and specifications approved
by LANDLORD and TENANT. By way of example; and without limiting the generality
of the foregoing; (i), if "Expansion Space A or B" shall be constructed
separately and deemed ready for occupancy the Lease shall Commence; then the
lease shall commence when the "Expansion Spaces B" is deemed ready for
Occupancy.

51. INSURANCE

In addition to any other insurance required to be procured by TENANT pursuant to
the terms and conditions of the Lease, this Addendum, and/or any documents
executed in connection therewith, TENANT shall be obligated to obtain and keep
in full force and effect, throughout the term of the Lease, including any
options or renewals thereof, at TENANT'S sole cost and expense: (i)
comprehensive general public liability insurance in companies maintaining a
rating of at least A+ under the "Best" published ratings or similar ratings and
publications if Best is no longer published to afford protection in an amount
equal to THREE MILLION ($3,000,000.00) DOLLARS combined single limit for bodily
injury and property damage; (ii) "all risk" property insurance covering TENANT'S
property, improvements and betterments, alterations and any other property for
which TENANT is legally liable or which was installed by on or behalf of TENANT,
in an amount equal to the full replacement value thereof; and (iii) workmen's
compensation insurance, as required by law. Such insurance shall name LANDLORD
and' LANDLORD'S mortgagee as additional insurers/loss payees thereunder. All of
the aforementioned policies shall (i) provide that they may not be changed,
amended, reduced, canceled, or allowed to lapse except after thirty (30) days
prior written notice from the insurance company to LANDLORD. Each of such
policies shall be written by companies maintaining a rating of at least A+ under
the "Best" published ratings or similar rating and publications if Best is no
longer published.

TENANT shall provide LANDLORD with duly executed certificates of insurance upon
issuance thereof and a certificate evidencing any renewal or replacement thereof
shall be delivered to LANDLORD not less than ten (10) days prior to expiration
and/or cancellation of the policy. The minimum limits of any insurance coverage
required in this paragraph 51 shall not limit TENANT'S liability under the
lease.

52. DEFAULT

A.  EVENTS OF DEFAULT

Upon the happening of one or more of the events set forth below, in
subparagraphs 1. through 9. inclusive, TENANT shall be in default of this Lease,
and LANDLORD shall have all the rights and remedies hereinafter set forth:

1.       In the event TENANT shall not pay rent or any other amounts due
         hereunder at the time and in the manner stated: or



<PAGE>


2.       In the event TENANT fails to pay when due any rent or other amounts
         payable under this Lease three (3) or more times in any period of
         twelve (12) consecutive months; or

3.       In the event TENANT shall suffer to be filed against TENANT an
         involuntary petition in bankruptcy or shall be adjudged a voluntary or
         involuntary bankrupt; or

4.       In the event TENANT shall make an assignment for the benefit of
         creditors; or


5.       In the event there should be appointed a receiver or other court
         officer to take charge of TENANT'S property either in the State Courts
         or in the Federal Courts and such receivership is not dismissed within
         thirty (30) days from such appointment; or

6.       In the event TENANT removes, attempts to remove, or permits to be
         removed from the Premises, except in the usual course of TENANT'S trade
         or business, the goods, furniture, effects or other property of TENANT
         brought thereon; or

7.       In the event TENANT, before the expiration of the term of this Lease,
         including options, extensions and renewals hereof, and without the
         written consent of LANDLORD, vacates the Premises or abandons the
         possession thereof, or uses the same for purposes other than the
         purposes for which the same are leased or ceases to use the Premises
         for the purposes herein expressed; or

8.       In the event any persons or entities performing work or services for
         and/or at TENANT'S request file or record any mechanic's or other liens
         against the Premises or the Building or any property belonging to
         LANDLORD or its agents; or

9.       In the event TENANT shall fail to keep and perform any other condition,
         stipulation or agreement herein contained on the part of TENANT to be
         observed, kept and performed for more than seven (7) days after written
         notice thereof is given by LANDLORD to TENANT specifying the nature of
         such default, or if the default so specified shall be of such a nature
         that the same cannot be reasonably cured or remedied within such seven
         (7) day period, if TENANT shall not in good faith have commenced the
         curing or remedying of such default within such seven (7) day period
         and shall not thereafter continuously and diligently proceed therewith
         to completion.


B.       REMEDIES OF LANDLORD


1.       Upon the happening of any such event or events as set forth in
         paragraph 52 above, LANDLORD shall, in addition to all its available
         remedies at law and/or equity, have the right to declare this Lease in
         default and/or breach based upon such event or events, and thereafter:

         (a)      Have the right to immediately re-enter the Premises, either by
                  summary proceedings, or other means, other than force and to
                  dispossess TENANT and all other occupants therefrom and remove
                  and dispose of all property therein in the manner provided in
                  subparagraph 4., below and without LANDLORD being deemed
                  guilty of trespass or becoming liable for any loss or damage
                  which may be occasioned thereby; or

         (b)      Have the right, at its option, to terminate this Lease upon
                  seven (7) days written notice to TENANT and to thereafter
                  re-enter and take possession of the Premises with or without
                  legal process; but not by means of force or

         (c)      Have the right, at its option, from time to time, without
                  terminating this Lease, to re-enter and relet the Premises, or
                  any; part thereof, with or without legal process, as the agent
                  and for the account of TENANT upon such terms and conditions
                  as LANDLORD shall deem advisable or satisfactory, in which
                  event the rents received on such re-letting shall be applied
                  first to the expenses of such re-letting and collection
                  including without limitation, necessary renovations and
                  alterations of the Premises, reasonable attorney's fees,
                  and/or any real estate commissions paid, and thereafter toward
                  payment of all sums due or to become due to LANDLORD
                  hereunder, and if a sufficient sum shall not thus be realized
                  or secured to pay such sums and other charges, (i) at
                  LANDLORD'S option, TENANT shall pay to LANDLORD any deficiency
                  monthly, notwithstanding LANDLORD may have received rental in
                  excess of the rent stipulated in this Lease in previous or
                  subsequent months, and LANDLORD may bring an action therefor
                  as such monthly deficiency, shall arise, or (ii) at LANDLORD'S
                  option, the entire deficiency which is subject to
                  ascertainment for the remaining term of this Lease, shall be
                  immediately due and payable, provided, however, that nothing
                  contained herein shall be construed to require LANDLORD to
                  re-enter and re-let in any event, and LANDLORD shall not, in
                  any event, be required to pay TENANT any surplus or any sums
                  received by LANDLORD on a re-letting of the Premises in excess
                  of the rent and other amounts provided in this Lease.

2.       Upon the happening of any such event or events as set forth in
         paragraph 52 above, LANDLORD shall, in addition to all its available
         remedies hereunder and/or at law and/or equity, have the right to
         declare this Lease in default and/or breach based upon such event or
         events, and thereafter, at its option, declare the rents and other
         amounts due for the entire remaining term immediately due and payable
         without regard; to whether or not possession shall have been
         surrendered to or taken by LANDLORD, and commence an action immediately
         thereupon and recover judgment therefor.

3.       LANDLORD may, in its sole discretion, at any time after (a) LANDLORD
         reasonably believes that TENANT vacates or abandons the Premises, (b)
         LANDLORD obtains a judgment for the removal of TENANT, and/or (c)
         TENANT defaults under the terms and conditions of this Lease, re-enter
         the Premises for the purposes of exhibiting the same to prospective
         purchasers or tenants or otherwise without such re-entry constituting a
         forfeiture of the rents or other charges to be paid under this Lease,
         including without limitation, accelerated rents, and the covenants,
         agreements and conditions to be kept and performed by the TENANT, for
         the full term of this Lease, including renewals and extensions, if any,
         and without such re-entry constituting any type of surrender
         whatsoever.

4.       LANDLORD, in addition to any other remedies it may have available
         hereunder and/or at law and/or equity, shall have the right to remove
         all or any part of TENANT'S property from the Premises and any
         property removed may be stored in any public warehouse or elsewhere at
         the cost of, and for the account of, TENANT, and LANDLORD shall not be
         responsible for the care or safekeeping thereof, and TENANT hereby
         waives any and all loss, destruction or other damage or injury which
         may be occasioned by any of the aforesaid acts. In the event TENANT
         shall fail to timely advise LANDLORD of the disposition of the
         aforesaid property, and make suitable arrangement therefor, including
         payment of sums incurred in connection therewith, TENANT agrees that
         LANDLORD may thereafter dispose of said property in accordance with the
         provisions of applicable law.

5.       No re-entry or taking of possession of the Premises by LANDLORD, as
         herein above provided, shall be construed as an election on LANDLORD'S
         part to terminate this Lease unless written notice of such intention is
         given to TENANT. Notwithstanding any reletting without termination, as
         herein above provided, LANDLORD may, at all times thereafter, elect to
         terminate this Lease for such previous default or breach. Any re-entry
         or retaking of possession, as herein above provided, shall be allowed
         by TENANT without hindrance, and LANDLORD shall not be liable in
         damages for any such re-entry or retaking of possession, or guilty of
         trespass or forcible entry.

6.       Any rents and other amounts which may be due LANDLORD, whether by
         acceleration or otherwise as herein above provided, shall include Base
         Rental and percentage rent, if any, and any other rents or sums payable
         to LANDLORD under this Lease.

7.       Any and all rights, remedies and options hereunder shall be cumulative
         and in addition to and without waiver of or in derogation of any right
         or remedy given LANDLORD at law and/or equity, whether in effect now or
         hereafter in effect.

8.       In the event that TENANT fails to promptly and fully perform and comply
         with each and every term, provision, covenant, agreement, undertaking
         or condition under this Lease and the matter is turned over to
         LANDLORD'S attorneys, TENANT shall pay LANDLORD'S attorney's fees and
         costs, whether or not suit is brought, and if suit is brought, at
         pre-trial, trial, post-judgment, and appellate levels.


<PAGE>


53.      RETURNED CHECKS

If at any time during the term of this Lease, including options, renewals and
extensions thereof, if any, any payment by check for rent or other amounts due
under this Lease is returned due to insufficient funds or for any other reason
whatsoever, then LANDLORD shall have the right, in its sole discretion, to
require any future payments of rent or other amounts due under this Lease to be
made to LANDLORD by cash or cashier's check, and LANDLORD, in addition to any
other rights and remedies under this Lease and/or at law and/or equity, shall be
entitled to charge TENANT for any expenses incurred by reason of any such
returned check. Any failure by LANDLORD to insist upon payment of a specific
installment of rent or other amounts due under this Lease to be made by cash or
cashier's check shall not be deemed a waiver of LANDLORD'S right to require a
future installment thereof to be made by cash or cashier's check at any time
whatsoever, regardless of whether any further checks are returned for
insufficient funds or any other reason whatsoever.

54.      JUDICIAL CONSTRUCTION

Should any provision of the Lease, this Addendum, and/or any documents executed
in connection therewith require judicial or other interpretation or
construction, it is agreed that the court or fact finder interpreting or
construing same shall not apply a presumption that the terms shall be more
strictly construed against one party or the other by reason of the rule of
construction that a document is to be construed more strictly against the party
who through itself or through its agents prepared the document. It is
acknowledged and agreed that the agents and attorneys of the undersigned have
participated in the preparation and negotiation of the Lease, this Addendum and
any documents executed in connection therewith.

55.      RADON GAS

"Radon is a naturally occurring radioactive gas that when it has accumulated in
a building in sufficient quantities, it 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 your county public health
unit."

56.      DUAL AGENCY DISCLOSURE STATEMENT

TENANT warrants and represents that, to TENANT'S knowledge, there is no Real
Estate Broker involved in this lease, and that TENANT has had no dealings with
any Real Estate Broker or salesman in the negotiation of this Lease and TENANT
shall indemnify, release and hold LANDLORD harmless from and against any and all
damages, fines, penalties, liabilities, and expenses, including without
limitation, attorney's fees, whether or not suit is brought, and if suit is
brought, at pre-litigation, trial, post-judgment, and appellate levels, which
may arise or be claimed against LANDLORD and/or its agents or employees,
incurred in connection with or in' any way relating to any claim for
commissions, fees, compensation or otherwise, by any broker or salesperson
whatsoever or any communications or negotiations with any broker or salesperson
concerning this Lease and/or the consummation thereof, the premises or any other
premises in the building. The provisions of this paragraph shall survive the
termination of this lease.

57.      HAZARDOUS MATERIALS

Tenant shall not use or permit the use of the Premises for the generation,
storage, treatment, use, transportation or disposal of any chemical, material or
substance which is regulated as toxic or hazardous or exposure to which is
prohibited, limited, or regulated by any federal, state, county, regional, local
or other governmental authority; or which, even if not so regulated, may or
could pose a hazard to the health and safety of the other tenants and occupants
of the Landlord's property or adjacent property. In the event of any use in
violation of this provision Tenant will remove, or cause to be removed, such
material at its own expense, and will indemnify LANDLORD, its officers, agents,
successors and assigns from and against any loss, cost, damage, liability or
expense (including attorneys' fees and disbursements) arising by reason of any
clean up, removal, remediation, detoxification action or any other activity
required or recommended by any governmental authority in connection with such
violation or as a result of or in connection with the act or omission of Tenant
or persons within Tenant's control or the breach of this lease by TENANT or
persons within TENANT'S control. Tenant's liability for such indemnification is
not limited by any exculpatory provision in this Lease, and shall survive any
cancellation or termination of this Lease or transfer of Landlord's interest in
the Premises.

58.      LIMITATION AND DURATION OF LIABILITY

Notwithstanding anything now or hereafter contained in the Complete Lease to the
contrary, Tenant agrees and acknowledges that Tenant shall look solely and only
to Landlord's interest in the Building in the event of any default or breach by
Landlord with respect to any of the terms and provisions of the Complete Lease
on the part of the' Landlord to be performed or observed and/or any other act,
omission and/or negligence of Landlord; and no other assets whatsoever of
Landlord shall be subject to liability, levy, execution or other judicial
process or award for the satisfaction of Tenant's claim(s) of any kind or sort
whatsoever. The term "Landlord" as used in the Complete Lease shall be limited
to mean and include only the owner or owners of the Premises at the time in
question, and in the event of any sale, assignment, conveyance and/or other
transfer of the Premises, Landlord (and in case of any subsequent transfers or
conveyances, the grantor) shall be automatically freed and relieved, from and
after the date of such sale, assignment, conveyance and/or other transfer, of
all liability and/or obligation in the Complete Lease and/or any matter
pertaining thereto. The terms of this paragraph shall survive a termination or
expiration of the Complete Lease and/or any other matter.

59.      NON-LIABILITY

Landlord shall not be liable for any loss or damage to any property of Tenant or
any others located in the Premises and/or any other portion of the Building, by
theft or otherwise, irrespective of the cause of such damage or loss, unless due
to the gross negligence of Landlord. Without limiting the terms of the
immediately preceding sentence, Landlord shall not be liable to Tenant and/or
anyone else for any loss, costs, fines, causes of action, or damage that may be
occasioned by or through (1) the negligence, omissions or other acts of Tenant,
other tenants or occupants, and/or any other persons or entities and/or (ii) any
operations in the construction of any private, public or quasi-public work.
Landlord shall not be liable for any damage to Tenant, any of Tenant's property,
the Premises, and/or any other property, and/or injury or death to any persons,
resulting from fire, explosion, falling plaster, sprinklers, steam, gas,
electricity, water, rain or leaks from any part of the Premises, the Building
and/or elsewhere or from the pipes, appliances, or plumbing works and/or any
bursting thereof or from the roof, ceiling, street, or subsurface or from any
other place or by dampness or by any other cause of whatsoever nature. Without
limiting any other terms of the Complete Lease, Landlord shall not be liable for
latent defects in construction of the Premises and/or any of the Building.
Notwithstanding anything contained in the Complete Lease to the contrary, in no
event shall Landlord be liable for any incidental or consequential damages. In
no event shall Landlord be liable for any interruption or failure in the supply
of any utility or other service to the Premises and/or the Building.

Landlord shall have no obligation to provide any security whatsoever for the
Premises and/or the Building, and Landlord shall not be liable for any personal
injuries, property damage, theft and/or other damage or loss occurring on or
about the Premises, the real property on which the Building is located, the
common areas, parking! areas, and/or any other portions of the Building and/or
related on and off-site facilities, and Landlord shall not be liable for any
damage or loss of any nature whatsoever to, or any theft of, automobiles or
other vehicles located within such parking areas and/or other facilities or any
contents therein, while in or about the same. Landlord has no liability for
providing and/or discontinuing any security whatsoever and if Landlord provides
security, no liability for personal injuries, property damage, theft and/or
other damage or loss shall arise in any event upon so providing such security
and Landlord may, in its absolute discretion, without incurring any liability by
reason thereof, discontinue same at any time.

The terms and conditions of this paragraph 59 shall survive a termination or
expiration of the Complete Lease and/or any other event.

60.      TENANT IMPROVEMENTS

LANDLORD shall at LANDLORD'S expense construct the premises according to the
plans, Building Standards and specifications which shall be approved by LANDLORD
and TENANT and attached hereto and incorporated herein as "Exhibit B" and made a
part of this Lease. Tenant shall pay all extra (over standard) tenant
improvements.

Tenant shall pay Tenant's Contribution to the Landlord by cash payment within
ten (10) days after receipt by Tenant of the general contractor's progress
reports or requests for payment. Tenant shall not be entitled to object to the
amount of the cost so long as the amount is consistent with the original Budget
and approved change orders. Landlord shall pay Landlord's Contribution to the
general contractor by cash payment within ten (10) days after receipt by
Landlord of progress reports, or within such other time period as may be agreed
upon by Landlord and the general contractor.

Tenant's failure to pay any sums required to be paid by Tenant pursuant to this
paragraph 60 within the aforesaid time period shall constitute a default under
the Lease, entitling Landlord to exercise any and all remedies as would be
available to Landlord upon the nonpayment of rent.


<PAGE>


61.      ADDITIONAL RENT (OPERATING EXPENSES)


Suite 301 is 4,006 rentable square feet and Tenant's proportionate share shall
be 2.62%. The Base Year will be 2002.
Suite 306 is 1,176 rentable square feet and Tenant's proportionate share shall
be .77%. The Base Year will be 2002.
Suite 308 is 662 rentable square feet and Tenant's proportionate share shall be
..43%. The Base Year will be 2002.
Suite 312 is 1,726 rentable square feet and Tenant's proportionate share shall
be 1.13%. The Base Year will be 2003.
Suite 700 is 7,661 rentable square feet and Tenant's proportionate share shall
be 5.01 %. The Base Year will be 2003.
Suite 770 is 1,579 rentable square feet and Tenant's proportionate share shall
be 1.03%. The Base Year will be 2003.

62.      RESERVE PARKING

LANDLORD grants to TENANT the use of the reserved parking spaces on the first
(1st) and second (2nd) floors of the TENANT'S parking area in the parking garage
at a charge of $65.00 per space, to TENANT during the term of this Lease.
LANDLORD agrees to attempt to provide TENANT with parking spaces in addition to
those guaranteed in Paragraph 17 of the Lease until such time as they can no
longer be provided due to increased building demand.


63.      SIGNAGE


o        LANDLORD grants to TENANT the right to install an exterior sign on the
         Third floor of the LANDLORD'S property at TENANT'S expense. Said sign
         shall; (i) conform to all Governmental regulations and requirements;
         (ii) the size shall be twenty-five (25') square feet or less per side
         and style shall be approved by LANDLORD and TENANT; (iii) the sign
         shall not inhibit LANDLORD'S option to add additional TENANTS to
         Signage or install separate Signage.

o        Upon the expiration of the existing rights of existing tenants for
         exterior signage, LANDLORD grants to TENANT the right to relocate said
         exterior sign to the Seventh floor of the LANDLORD'S property at
         TENANT'S expense once TENANT exceeds 19,040 cumulative square feet in
         the Building. Said sign shall; (i) conform to all Governmental
         regulations and requirements; (ii) the size shall be twenty-five (25')
         square feet or less per side and style shall be approved by LANDLORD
         and TENANT; (iii) the sign shall not inhibit LANDLORD'S option to add
         additional TENANTS to Signage or install separate Signage.

o        LANDLORD grants to TENANT the right to install a interior sign off the
         elevators on the Seventh Floor, on the LANDLORD'S property at TENANT'S
         expense.


64.      RIGHT OF FIRST REFUSAL




Provided this Lease is not otherwise in default:

LANDLORD grants to TENANT the one time Right of First Refusal to Negotiate on
all vacant space, which rights will be subject to the rights of existing
tenants, located on the Third (3rd) and Seventh (7th) floor.

TENANT shall be entitled to rent said space in accordance with the terms and
conditions of this Lease at the prevailing Rental Rate as specified in this
Lease.
TENANT shall have five (5) days after written notification by LANDLORD to notify
LANDLORD in writing of it's intention to exercise this Right of First Refusal.



<PAGE>



65.      GUARANTY


THE LEASE ("LEASE") DATED: April 15, 2003.



BETWEEN: BISCAYNE CENTRE, LLC., as Landlord and EPIXTAR MANAGEMENT CORP,
         as Tenant


         In order to induce the aforesaid Landlord to enter into the foregoing
Leased for other valuable considerations, the receipt whereof is hereby
acknowledged, EPIXTAR CORP, a publically traded corporation domiciled in State
of Florida ("Guarantor") hereby represents that the Tenant is wholly owned
subsidiary of EPIXTAR CORP, and hereby makes the following guaranty and
agreement ("Guaranty") with and in favor of Landlord and its representatives and
assigns. All defined terms herein not otherwise defined, shall have the meaning
as set forth in the above referenced Lease.

         1. In consideration of Landlord entering into and executing the Lease
with the Tenant the undersigned Guarantor guarantees to Landlord the full and
faithful performance of all the terms of the Lease including, but not limited
to, the payment of any and all rent, additional rent and other monetary amounts
("Total Rent") due to landlord pursuant to the terms of the Lease. This
guarantee is absolute and unconditional and is a guarantee of payment and not of
collection. The parties hereto waive all notice of non-payment, non-performance,
non-observance or proof, or notice, or demand, whereby to charge the undersigned
therefor, all of which the undersigned expressly waives and expressly agrees
that the validity of this Agreement, and the obligation of the Guarantor hereto
shall in no way be terminated, affected or impaired by reason of the assertion
by Landlord against Tenant of any of the right or remedies reserved by Landlord
pursuant to the performance of the within Lease. The undersigned further
covenants and agrees that this guarantee shall remain and continue in full force
and effect, as to any renewal, modification or extension of this Lease and
during any period when tenant is occupying the premises as a "statutory tenant".
As a further inducement to Landlord to make this Lease and in consideration
thereof, Landlord and the undersigned covenant and agree that in any action or
proceeding brought by either Landlord or the undesigned against the other on any
matters whatsoever arising out of, under, or by virtue of the terms of the
Lease; or of this Guaranty that Landlord and the undersigned shall and does
hereby waive trial by jury. Further, Guarantor hereby agrees that it shall in no
matter interpose any counterclaim of whatever nature or description whatsoever
in any proceeding brought by landlord and/or tenant relating to the Demised
Premises or in connection with any action, relating to the lease or this
Guaranty.

         2. The undersigned unconditionally guarantees that all work performed
by or account of Tenant at any time during the term of this Lease shall be fully
completed, free and clear of all liens, violations and encumbrances, and fully
paid for by Tenant. If Tenant shall default in payment, or does not timely and
fully complete its work free and clear of all liens, violation and encumbrances,
the undersigned will well and truly perform said payment and/or completion
and/or bond or discharge any lien, violation or encumbrance upon seven (7) days
notice from Landlord. The undersigned hereby agrees to indemnify and hold
Landlord harmless from any and all damages, including, but not limited to, legal
fees and costs incurred by landlord, arising from said failure to pay or fully
and timely complete or the occurrence of any said lien, violation or
encumbrance.

         3. Landlord may bring and prosecute a separate action against
Guarantor's liabilities hereunder, whether or not any action is brought against
Tenant or any person and whether or not Tenant or any other person is joined in
any other action or actions. Nothing shall prohibit Landlord from exercising its
rights against Guarantor, Tenant, any security for the Lease or any other person
simultaneously or jointly and/or severally. Guarantor shall be bound by each and
every ruling, order and judgement obtained by Landlord against Tenant in respect
to the obligations, whether or not Guarantor is a party to the action or
proceeding in which such ruling, order to judgement is issued or rendered.

         4. Guarantor irrevocably submits to the jurisdiction of any Florida
State or court sitting in Miami Dade County over any suit, action or proceeding
arising out of a default under the Lease, landlord shall have the option, in its
sole discretion, to lay the venue of any suit, action or proceeding in the
courts of the State of Florida or the United States of America for the State of
Florida, and irrevocably waives to the fullest extent permitted by Law, any
objection which it may now or hereinafter have to the laying of the venue of any
such suits, action or proceeding brought in such court and any claim that any
claim that any such suit; action or proceeding brought in an inconvenient form.
Guarantor agrees that a final judgement in any such suit, action or proceeding
brought in such court shall be conclusive and binding upon Guarantor.

         5. This Guaranty shall be construed in accordance with the Laws of the
State of Florida.

IN WITNESS WHEREOF, the undersigned has set his hand this 14th day of MARCH
2003.

                                            Guarantor:



                                            President, Epixtar Management Corp.

                                            Social Security No. ###-##-####

                                            President, Epixtar Corp.

    STATE OF FLORIDA         )

                                       ) ss.

  COUNTY OF MIAMI DADE       )


         On the 14th day of March, 2003, before me personally came William
Rhodes, Jr. to me known to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that he executed the same.



                                            /s/ Deborah R. Gambone
                                            ----------------------
                                                 Notary Public


                                            DEBORAH R. GAMBONE
                      [NOTARY PUBLIC      * MY COMMISSION # DD 178855
                     STATE OF FLORIDA       EXPIRES: January 20, 2007
                          SEAL]             Bonded Thru Budget Notary Services

<PAGE>

                                 BISCAYNE CENTER
                      11900 Biscayne Blvd., Miami Florida

                             Proposed Suite 312

                               [GRAPHIC OMITTED]

EXHIBIT A


ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE CENTRE,
located at 11900 Biscayne Boulevard, Miami, Florida 33181.

<PAGE>


BISCAYNE CENTER
11900 Biscayne Blvd., Miami Florida
Global Asset Holdings, Inc.
Preliminary Space Plan

                               [GRAPHIC OMITTED]

EXHIBIT A


ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE CENTRE,
located at 11900 Biscayne Boulevard, Miami, Florida 33181.



<PAGE>


BISCAYNE CENTER
11900 Biscayne Blvd., Miami Florida
Global Asset Holdings, Inc.
Preliminary Space Plan

                               [GRAPHIC OMITTED]

EXHIBIT A


ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE CENTRE,
located at 11900 Biscayne Boulevard, Miami, Florida 33181.

<PAGE>

ATTACHED TO and made a part of the Standard Office Building Lease dated April
15, 2003 (the "Standard Lease"), between BISCAYNE CENTRE, LLC., as LANDLORD, and
EPIXTAR MANAGEMENT CORP. AS TENANT, covering approximately 16,810, net rentable
square feet of office space (the "Leased Premises" or the "Premises"), which is
a part of the THIRD & SEVENTH FLOORS of the building known as BISCAYNE CENTRE,
located at 11900 Biscayne Boulevard, Miami, Florida 33181.


                                    EXHIBIT B

                                  WORK LETTER

1.       Space planning and construction plans (including mechanical) for
         improvements will be provided at Landlord's expense, including turnkey
         build-out as set forth in this Work Letter.

2.       Standard 8 foot high (ceiling height), interior drywall partitions,
         including 4" Mercer cove vinyl base and Benjamin Moore professional
         grade paint or equivalent. (Lessee shall select 1 vinyl base color and
         1 paint color from Lessor's samples).

3.       8 foot high interior drywall partitions for all corridor walls, all
         demising walls (wall separating each leased area) and all exterior
         walls, including 4" Mercer cove vinyl base and Benjamin Moore
         professional grade paint or equivalent, within leased area.

4.       Solid core stain grade fire rated, paired door 3' x 8' mahogany with
         Schlage stain chrome finish, lock set keyed to building master as the
         front entrance door. The door levers shall be ADA compliant.

5.       Solid core, paint grade interior single door 3' x 6'8" with passage
         set satin chrome finish door, throughout the leased area. All door
         levers shall be ADA compliant. Nine (9) interior doors shall have locks
         provided.

6.       Standard 2 foot by 4 foot, revealed edge white acoustical ceiling tile
         in a white exposed grid system, at a minimum height of 8 foot,
         throughout the leased area.

7.       Standard 2 foot by 4 foot fluorescent light fixture, throughout the
         leased area unless 2 foot by 2 foot is required.

8.       Standard single phase, 110 volt 15 Amp, wall mounted, duplex
         electrical receptacle throughout the leased area as depicted in the
         attached plan, as well as providing all necessary switches and
         receptacles as set forth on the attached plan.

9.       Standard 26 oz. carpet throughout leased area (Lessee shall select 1
         color of low pile carpet from Lessor's samples). Landlord shall provide
         installation.

10.      Upper and lower cabinetry with a sink in the lounge area. The flooring
         will be vinyl.

11.      Emergency lighting and exit lights per Miami Dade County Building Code.

12.      Lessor will provide functional air conditioning, within the current
         standard for the building, and include a thermostat within the
         Premises.


                                    EXCLUSION

The following items are excluded from LANDLORD'S responsibility and TENANT is
solely responsible for the following expenses:

o All Millwork (except kitchen cabinets)
o All ceramic, marble and granite tile (reception, bathroom and other areas)
o Carpet base (tenant to pay the difference between vinyl base price
  and carpet) All Glass All plumbing and related expenses incurred due to
  bathroom (X-ray Slab etc)
o Accordion Door or equivalent divider in conference room Tenant to pay extras
  upon GC billing.