<PAGE>   1
                                                                   Exhibit 10.40

                            FIFTH AMENDMENT TO LEASE

         THIS AMENDMENT (hereinafter referred to as "this Amendment"), made as
of the 22nd day of August, 2000, between STELLAR CONTINENTAL LLC, a Delaware
limited liability company with an address at 156 William Street, New York, NY
10038 (hereinafter referred to as "Lessor"), and GO AMERICA COMMUNICATIONS
CORP., a New Jersey corporation with offices at 401 Hackensack Avenue,
Hackensack, New Jersey 07601 (hereinafter referred to as "Lessee");

                                   WITNESSETH:

         WHEREAS, Lessor's predecessor-in-interest (RREEF USA Fund-I) and
Lessee's predecessor-in-interest (Go America Inc.) entered into a Lease dated
August 7, 1996, as amended by a First Amendment to Lease dated August 24, 1998,
a Second Amendment to Lease dated June 24, 1999 and a Third Amendment to Lease
dated made as of December 1, 1999 and Lessor and Lessee entered into a Fourth
Amendment to Lease dated February , 2000 (herein collectively referred to as the
"Lease"), whereby Lessee is presently in possession of premises containing
approximately 23,173 gross rentable square feet of space (hereinafter
collectively referred to as the "Premises") in the building located at 401
Hackensack Avenue, Hackensack, New Jersey (herein referred to as the "Building")
comprising the entire fourth (4th) floor of the Building (the "4th Floor
Premises") together with approximately 4,356 gross rentable square feet of space
on the third (3rd) floor of the Building (herein referred to as the "3rd Floor
Additional Space") and 2,900 gross rentable square feet on the sixth (6th) floor
(the "6th Floor Premises") which is situated as part of the complex of buildings
known at Continental Plaza at 401, 407, 411 and 433 Hackensack Avenue,
Hackensack, New Jersey (herein called the "Complex"), all located on that
certain parcel of land designated at Lot 5.A in Block 512.A and Lot 1 in Block
514 on the current tax map of the City of Hackensack and Lot 3 Block 98 on the
current tax map of the Borough of River Edge (herein collectively referred to as
the "Parcel"); and

         WHEREAS, Lessee desires to surrender and vacate the 3rd Floor
Additional Space and 6th Floor Additional Space (but not the 4th Floor Premises)
and lease approximately 22,458 gross rentable square feet of space on the third
(3rd) floor (the "New 3rd Floor Premises") and 4,652 gross rentable square feet
on the second (2nd) floor (the "New 2nd Floor Premises") in the building known
as 433 Hackensack Avenue, Hackensack, New Jersey and Lessor is willing to accept
such surrenders and lease such New 3rd Floor Premises and New 2nd Floor Premises
to Lessee on the terms and provisions set forth in the Lease as amended as
provided in this Amendment; and

         WHEREIN, the parties hereto desire to amend the Lease in the respects
and to the extent hereinafter stated.

         NOW, THEREFORE, Lessor and Lessee hereby agree as follows:

         1.       For purposes of this Amendment, capitalized terms shall have
                  the meanings ascribed to them in the Lease unless otherwise
                  defined herein.
<PAGE>   2
         2.       Lessor and Lessee hereby confirm that the Commencement Date of
                  the Term of the Lease was August 14, 1996 and that the
                  Termination Date is May 14, 2007.

         3.       From and after September 1, 2000 through August 31, 2010
                  (hereinafter referred to as the "New Premises Term"), Lessee
                  hereby leases from Lessor the New 3rd Floor Premises and the
                  New 2nd Floor Premises and, as of September 1, 2000, hereby
                  surrenders to Lessor and agrees to vacate on or before such
                  date, in accordance with the terms of the Lease, the 3rd Floor
                  Additional Space and the 6th Floor Additional Space, but shall
                  retain the 4th Floor Premises such that, notwithstanding any
                  provision(s) of this Amendment, the provisions of the Lease
                  solely with respect to the 4th Floor Premises as they exist
                  without regard to this Amendment shall apply to the 4th Floor
                  Premises but not to the 3rd Floor Additional Space or to the
                  6th Floor Additional Space.

         4.       From and after the commencement date of the New Premises Term,
                  Lessee shall pay to Lessor Fixed Basic Rent for the New 2nd
                  Floor Premises and New 3rd Floor Premises (in the aggregate)
                  in accordance with the following schedule (of which $40,665
                  per annum shall consist of ERIF for the New 3rd Floor Premises
                  and New 2nd Floor Premises combined):


<TABLE>
<CAPTION>
                                                   Annual Fixed                 Monthly Fixed
                        Period                      Basic Rent                   Basic Rent
                        ------                     ------------                 -------------
                       <S>                        <C>                          <C>

                        9/1/00 - 8/31/01            $     853,965               $    71,163.75
                        9/1/01 - 8/31/02                  867,520                    72,293.34
                        9/1/02 - 8/31/03                  881,075                    73,422.92
                        9/1/03 - 8/31/04                  894,630                    74,552.50
                        9/1/04 - 8/31/05                  908,185                    75,683.09
                        9/1/05 - 8/31/06                  921,740                    76,811.67
                        9/1/06 - 8/31/07                  935,295                    77,941.25
                        9/1/07 - 8/31/08                  948,850                    79,070.84
                        9/1/08 - 8/31/09                  962,405                    80,200.42
                        9/1/09 - 8/31/10                  975,960                    81,330.00
</TABLE>


                  Notwithstanding the foregoing Fixed Basic Rent schedule, for
                  the period commencing September 1, 2000 and terminating
                  November 30, 2000 and the period commencing September 1, 2001
                  and terminating November 30, 2001, Lessee only shall pay the
                  ERIF in the sum of $3,388.75 per month with respect to the New
                  2nd Floor Premises and New 3rd Floor Premises and, with
                  respect to December, 2000, Lessee only shall pay ERIF in the
                  sum of $581.50 for the New 2nd Floor Premises plus $61,759.50
                  (inclusive of ERIF) for the New Third Floor Premises.

                                       2
<PAGE>   3
         5.       During the New Premises Term, the Base Year for Operating
                  Costs, Base Utility and Energy Costs and the Real Estate Taxes
                  shall be calendar year 2000, and Base Utility Rate shall be
                  the average rate in effect during calendar year 2000.

         6.       The Security Deposit under the Lease for the New 2nd Floor
                  Premises and New 3rd Floor Premises during the New Premises
                  Term shall be $555,755 in the form of a letter of credit
                  ("L/C") being delivered to Lessor upon the execution and
                  delivery of this Amendment together with payment of the
                  minimum annual fixed rent for the fourth month of the New
                  Premises Term (i.e., $71,163.75). If, on any September 1
                  commencing on September 1, 2003, Lessee shall show a net
                  profit from operations after taxes for the immediately
                  preceding twelve (12) calendar months (a "Trigger Event"),
                  then the security deposit shall be reduced by $69,469 as of
                  that September 1, until such time as there shall be $279,818
                  as a security deposit. If, after any reduction(s) in security
                  deposit as aforesaid, there shall not occur a Trigger Event on
                  any September 1, then Lessee shall deliver to Lessor on each
                  such September 1 an amended L/C increased by $69,496 but in no
                  event in excess of $555,755. The L/C shall be a clean,
                  irrevocable and unconditional letter of credit issued by and
                  drawn upon any commercial bank chartered by the State of New
                  York, the State of New Jersey or the United States Government
                  (the "Issuing Bank") with offices for banking purposes in the
                  State of New Jersey of State of New York, and having a net
                  worth of not less than $500 million, which L/C shall have a
                  term of not less than one year, be in form and content
                  satisfactory in all respects to Lessor, be for the
                  account of Lessor and be in the amount of the Security
                  Deposit. The L/C shall provide that:

                  (i)      The Issuing Bank shall pay to Lessor, or its duly
                           authorized representative, from time to time an
                           amount sufficient to cure the default of Lessee
                           without acceleration up to the face amount of the L/C
                           upon presentation of only the L/C and a sight draft
                           in the amount to be drawn;

                  (ii)     The L/C shall be deemed to be automatically renewed,
                           without amendment, for consecutive periods of one
                           year each during the Term of this Lease, unless the
                           Issuing Bank sends written notice (the "Non-Renewal
                           Notice") to Lessor by certified or registered mail,
                           return receipt requested, not less than thirty (30)
                           days next preceding the then expiration date of the
                           L/C, that it elects not to have such L/C renewed;

                  (iii)    Lessor, within twenty (20) days of its receipt of the
                           Non-Renewal Notice, shall have the right, exercisable
                           by a sight draft, to receive the monies represented
                           by the L/C (which moneys shall be held by Lessor as a
                           cash deposit pursuant to the terms of the Lease as
                           amended by this Amendment pending the replacement of
                           such L/C or Lessee's default under the Lease as
                           amended by this Amendment); and

                                       3
<PAGE>   4
                  (iv)     Upon Lessor's sale or net lease of Lessor's interest
                           in the Building, the L/C shall be transferable by
                           Lessor as provided for herein.

                  In the event of a sale or net lease of Lessor's interest in
                  the Building, Landlord shall have the right to transfer the
                  cash security or L/C, as the case may be, deposited hereunder
                  to the vendee, lessee or transferee, without cost to Lessor,
                  and, upon transfer of the L/C or cash security (as the case
                  may be) to the vendee, lessee or transferee, Lessor shall
                  thereupon be released from all liability for the return of
                  such cash security or L/C. In such event, Lessee agrees to
                  look solely to the new landlord for the return of said cash
                  security or L/C. It is agreed that the provisions hereof shall
                  apply to every transfer or assignment made of said cash
                  security or L/C.

                  In the event that at any time during the New Premises Term (a)
                  the net worth of the Issuing Bank shall be less than the
                  minimum amount specified above or (b) circumstances have
                  occurred indicating that the Issuing Bank may be incapable of,
                  unable to, or prohibited from honoring the then existing L/C
                  (hereinafter referred to as the "Existing L/C") in accordance
                  with the terms thereof, then, upon the happening of either of
                  the foregoing, Lessor may send written notice to Lessee
                  (hereinafter referred to as the "Replacement Notice")
                  requiring Lessee within thirty (30) days to replace the
                  Existing L/C with a new letter of credit (hereinafter referred
                  to as the "Replacement L/C") from an Issuing Bank meeting the
                  qualifications described in this Paragraph 6. Upon receipt of
                  the Replacement L/C meeting the qualifications of this
                  Paragraph 6, Lessor shall forthwith return the Existing L/C to
                  Lessee. In the event that a Replacement L/C meeting the
                  qualifications of this Paragraph 6 is not received by Lessor
                  within the time specified then the Existing L/C may be
                  presented for payment by Lessor and the proceeds thereof shall
                  be held by Lessor in accordance with this Paragraph 6 subject,
                  however, to Lessee's right, at any time thereafter prior to a
                  Lessee's default hereunder, to replace such cash security with
                  a replacement L/C meeting the qualifications of this Paragraph
                  6.

                  The provisions of Article 17 of the Lease shall be applicable
                  hereto.

         7.       Lessee's Percentage at paragraph 10 or the Reference Page of
                  the Lease shall be amended to 4.603%.

         8.       Lessee's total parking spaces for the New 2nd Floor Premises
                  and New 3rd Floor Premises shall be 108, of which 76 shall be
                  gate-accessed covered and 32 shall be uncovered.

         9.       Lessee shall have the right, at Lessee's sole cost and
                  expense, to erect a sign in accordance with Exhibit 1 annexed
                  hereto and made a part hereof (specifying appearance, size and
                  location), the cost and expense of which shall be debited
                  against the allowance described in paragraph 10, below.

                                       4
<PAGE>   5
         10. (a)  With respect to Lessee's leasehold improvements at the New 2nd
                  Floor Premises and New 3rd Floor Premises, Lessee shall
                  receive an allowance of $325,320 (inclusive of Lessor's
                  profit) to be used not later than August 31, 2005 provided, at
                  the time that Lessee requests reimbursement from Lessor,
                  Lessee shall not be in default under the Lease or this
                  Amendment beyond any applicable notice and grace periods.
                  Within such allowance for leasehold improvements (all of which
                  shall be performed by or at the direction of Lessor using
                  contractors satisfactory to Lessor in Lessor's sole
                  discretion), there shall be debited the cost and expense of
                  constructing the appropriate cable conduit within the Complex
                  so as to link communications among the 4th Floor Premises, the
                  New 2nd Floor Premises and the New 3rd Floor Premises.

             (b)  Not later than August 4, 2000, time being of the essence,
                  Lessee shall submit to Lessor plans and specifications for
                  leasehold improvements to be performed by Lessor at the New
                  2nd Floor Premises and New 3rd Floor Premises to prepare same
                  for Lessee's occupancy ("Lessor's Work"). For each day beyond
                  August 4, 2000 that such plans and specifications are not
                  delivered to Lessor, the "Outside Date" for Lessor's Work to
                  be completed shall be extended by one (1) day. The Outside
                  Date for the New 3rd Floor Premises is December 1, 2000 and
                  for the New 2nd Floor Premises is January 1, 2001. For each
                  two (2) days that Lessor's Work is not substantially completed
                  (other than punchlist items), Lessee shall receive one (1) day
                  of free Monthly Fixed Basic Rent (except that Lessee shall pay
                  ERIF for each such day), but in no event shall the New
                  Premises Term be extended nor shall Lessee have the right to
                  termination or damages by reason of such delay. The taking of
                  possession of Lessee shall be conclusive in determining that
                  Lessor's Work (other than punchlist items) has been
                  substantially completed.

         11. (a)  In the event that during the New Premises Term any space shall
                  become available that is contiguous to either or both of the
                  New 2nd Floor Premises (but not first floor, i.e., lobby
                  space) and New 3rd Floor Premises, or if the space in the
                  basement and lower lobby (currently occupied by ABC) shall
                  become available, Lessee shall be given the first offer to
                  accept or reject such space within ten (10) days after Lessor
                  shall notify Lessee in writing that such space is available
                  (and disclosing in such notice the salient terms pursuant to
                  which Lessor intends to offer such space for lease to others),
                  time being of the essence; silence by Lessee within such ten
                  (10) days shall be deemed rejection of Lessor's offer of such
                  space. If Lessee rejects or is deemed to have rejected such
                  space, Lessor shall be free to enter into any lease or
                  occupancy agreement with any third party during the next
                  succeeding 120 days, but only upon substantially the same
                  salient terms and at Fixed Basic Rent of at least ninety (90%)
                  percent of that offered to Lessee.

                                       5
<PAGE>   6
             (b)  The relocation provisions of the Lease shall not apply during
                  the New Premises Term or during any renewal provided for in
                  this Amendment. The transactions contemplated by this
                  Amendment do not constitute a relocation.

         12. (a)  Provided Lessee is not in default under the Lease and this
                  Amendment (and as then amended to date) beyond any applicable
                  notice and grace period, Lessee shall have two (2) consecutive
                  options to renew the Lease as amended hereby with respect to
                  not less than all of the Demised Premises (defined below) for
                  a renewal term of five (5) years each (each being an "Option
                  Term") under all of the same terms and conditions of the Lease
                  and this Amendment (as they may subsequently have been amended
                  at the time in question) except: (x) as to Fixed Basic Rent
                  and (y) there shall be no further renewal options. In order to
                  exercise either such renewal option, Lessee must send written
                  notice ("Lessee's Option Notice") to Lessor not earlier than
                  thirteen (13) months nor later than nine (9) months prior to
                  the expiration of the New Term or the first renewal term, as
                  the case may be, irrevocably stating that Lessee elects to
                  renew for such five (5) year period. Unless the Lease (as then
                  amended to date) is in full force and effect and Lessee is not
                  in default thereunder beyond any applicable notice and grace
                  periods on (x) the date of Lessee's Option Notice and (y) the
                  first day of the respective Option Term, Lessee's Option
                  Notice shall be deemed a nullity, ab initio.

             (b)  the Fixed Basic Rent during the first Option Term shall be at
                  95% of Fair Market Rental Value and at 100% of Fair Market
                  Rental Value during the second Option Term, but in no event
                  shall the Fixed Basic Rent during the first or second renewal
                  term be less than that payable by Lessee during the
                  immediately preceding twelve (12) months.

             (c)  (i)      The "Fair Market Rental Value" of the "Demised
                           Premises" (meaning, for the purposes of this Article
                           12, only, the New 2nd Floor Premises and New 3rd
                           Floor Premises) means the rental rate a landlord
                           under no compulsion to lease the Demised Premises and
                           a Lessee under no compulsion to lease the Demised
                           Premises would agree upon as the rent for the first
                           year of the Option Term, taking into consideration
                           brokerage commissions, landlord work, rental
                           abatements, the uses permitted under this Lease, the
                           quality, size, design and location of the Building
                           and the Demised Premises, and the rent for comparable
                           buildings and complexes located in the vicinity of
                           the Hackensack, New Jersey prime office rental area.
                           For the purpose of establishing the Fair Market
                           Rental Value adjustment, within sixty (60) days
                           following receipt of Lessee's Option Notice, Lessor
                           shall notify Lessee of the opinion of Lessor as to
                           the Fair Market Rental Value for the Demised
                           Premises, which shall be the Fixed Basic Rent
                           applicable to the

                                       6
<PAGE>   7
                           Option Term. Lessee shall have thirty (30) days
                           following receipt of such written notice within which
                           to notify Lessor if Lessee disputes such Fair Market
                           Rental Value, and upon failure of Lessee to so notify
                           Lessor, and setting forth with reasonable detail the
                           reasons why Lessee disputes such Fair Market Rental
                           Value specified by Lessor, the Fair Market Rental
                           Value specified by Lessor shall be deemed accepted by
                           Lessee as the Fixed Basic Rent for the Option Term.
                           If Lessee notifies Lessor within such thirty (30) day
                           period that Lessee does not agree with the Fair
                           Market Rental Value of the Demised Premises specified
                           by Lessor (setting forth in reasonable detail the
                           reasons therefor) and if Lessor and Lessee are unable
                           to agree upon such Fair Market Rental Value within
                           the next ensuing thirty (30) days, then such Fair
                           Market Rental Value shall be determined by appraisal
                           as described below.

                     (ii)  Within seven (7) days after the expiration of the
                           last thirty (30) day period set forth in the last
                           sentence of (c)(i) above, Lessor and Lessee shall
                           each appoint a real estate appraiser with at least
                           five (5) years' full-time commercial appraisal
                           experience in the area in which the Demised Premises
                           are located, to appraise the then Fair Market Rental
                           Value of the Demised Premises. If either the Lessor
                           or the Lessee does not appoint an appraiser within
                           ten (10) days after the other has given notice of the
                           name of its appraiser, the single appraiser appointed
                           will be the sole appraiser and will set the then Fair
                           Market Rental Value of the Demised Premises. If two
                           (2) appraisers are appointed pursuant to this
                           section, they will meet promptly and attempt to set
                           the then Fair Market Rental Value of the Demised
                           Premises. If they are unable to agree within thirty
                           (30) days after the second appraiser has been
                           appointed, they will attempt to select a third
                           appraiser meeting the qualifications stated in this
                           section within ten (10) days. If they are unable to
                           agree on the third appraiser, then either the Lessor
                           or the Lessee, by giving ten (10) days prior notice
                           to the other, can apply to a then presiding judge of
                           the New Jersey Superior Court in Bergen County for
                           the selection of a third appraiser who meets the
                           qualifications stated in this section. Lessor and
                           Lessee each shall bear one-half (1/2) of the cost of
                           appointing the third appraiser and of paying the
                           third appraiser's fee (and shall each bear the cost
                           of their own appraisers). Within thirty (30) days
                           after the selection of the third appraiser, a
                           majority of the appraisers who agree will set the
                           then Fair Market Rental Value of the Demised
                           Premises. If a majority of the appraisers are unable
                           to set the then Fair Market Rental Value of the
                           Demised Premises within thirty (30) days after
                           selection of the third appraiser, then the two (2)
                           closest appraisals

                                      7
<PAGE>   8
                           shall be averaged and this average shall establish
                           the then Fair Market Rental Value of the Demised
                           Premises.

                  In the event such Fair Market Rental Value determination shall
                  not have been completed prior to the commencement of the
                  Option Term, Lessee shall pay as Fixed Basic Rent effective as
                  of and subsequent to the commencement of the Option Term, the
                  Fair Market Rental Value first communicated by Lessor to
                  Lessee (but not less than the Fixed Basic Rent being paid by
                  Lessee immediately prior to the commencement of the Option
                  Term), and if such Fixed Basic Rent is thereafter fixed or
                  readjusted to a different amount, such new Fixed Basic Rent
                  shall take effect retroactively back to the first day of the
                  Option Term, and Lessee or Lessor, as the case may be, shall
                  immediately pay to the other the sum which is accrued and
                  underpaid or overpaid as a result of such retroactive
                  application.

         13.      For the purposes of the Lease as amended by this Amendment,
                  although a reorganization, merger or consolidation of Lessee
                  (each, an "event") shall be deemed an assignment of the Lease
                  as amended by this Amendment (and as may be subsequently
                  amended), Lessor's recapture rights under the Lease shall not
                  apply and no consent of Lessor is required provided that after
                  such event the net worth of the surviving entity and the
                  surviving entity's cash on hand shall be at least equal to
                  that of Lessee immediately prior to the event; however, in
                  order for such assignment to be effective (if at all), Lessee
                  shall have delivered to Lessor a duplicate original of the
                  documentation effectuating such assignment along with audited
                  financial statements of the surviving entity confirming the
                  net worth requirements of this Paragraph 13 not later than
                  three (3) days after the event. All of the other provisions of
                  the Lease (as amended to the date of the event) shall be
                  applicable to any such assignment.

         14.      Lessor and Lessee each warrants and represents to the other
                  that Cushman & Wakefield of New Jersey, Inc. was the sole
                  broker that brought about this Amendment and Lessor shall pay
                  said broker pursuant to separate written agreement.

         15.      With the exception of the provisions of Paragraphs 11(b), 13
                  and 16 and this Paragraph 15, this Amendment shall have no
                  effect as to modifying the Lease with respect to the 4th Floor
                  Premises.

         16.      The rights and obligations of Lessor and Lessee under this
                  Amendment shall be subject to receipt of the consent of
                  Lessor's mortgagee and to the mortgagee agreeing to enter into
                  a Subordination, Attornment and Non-Disturbance Agreement
                  ("SANDA") with Lessee on mortgagee's standard form. If either
                  such consent or such SANDA is not received within ten (10)
                  business days after this Amendment is received, then Lessor
                  (only with respect to consent) and Lessee each shall have the
                  right, exercisable only within the next five (5) business days
                  (time being of the essence) thereafter, to terminate this
                  Amendment by written notice to the other. If such termination
                  notice shall be sent, then this Amendment shall be void ab
                  initio and neither party shall have any further rights or
                  obligations

                                       8
<PAGE>   9
                           to the other by reason thereof. Silence within such
                           five (5) business days shall be deemed conclusive
                           waiver of any such cancellation right.

                  17.      Except as specifically provided in this Amendment,
                           the Lease remains in full force and effect, unchanged
                           and unmodified, and shall apply in all respects to
                           the New 2nd Floor Premises and New 3rd Floor Premises
                           as well as to the 4th Floor Premises.

         IN WITNESS WHEREOF, Lessor and Lessee have entered into this Amendment
as of the day and year first written above, and acknowledge one to the other
that they possess the requisite authority to enter into this transaction and to
sign this Amendment.

<TABLE>
<S>                                               <C>
*GO AMERICA COMMUNICATIONS CORP.                      STELLAR CONTINENTAL LLC,
                                                      BY:   STELLAR CAPITAL MANAGEMENT LLC,
                                                            ITS MANAGER

By: /s/ Aaron Dobrinsky                                By:  /s/ Moshe Azizni
   -----------------------------------                 -----------------------------------
Name:  Aaron Dobrinsky                                 Name: Moshe Azizni
Title: President & CEO                                 Title: Manager
</TABLE>


* In the event of any dispute or discrepancy between this document and the lease
agreement signed on August 4, 2000 by Frank Elenio, then the August 4, 2000
Fifth amendment to lease shall govern.

                                       9
<PAGE>   10
                                    EXHIBIT A



Exhibit "___" to Lease Agreement dated _______________________ between Stellar
Capital Management ("Lessor") and Go America Inc. ("Lessee"). This plan is
intended to only show the general layout of the property or a part thereof.
Landlord reserves the right to alter, vary, add omit in whole or in part any
structures and or improvement and or common areas and or land area shown on the
plan. All measurement and distances are approximate. This plan is not to be
scaled.

                              [FLOOR PLAN FOLLOWS]