LEASE

THIS LEASE is made and entered into this 25th day of February, 1999, by and
between PAR 3 DEVELOPMENT, L.L.C., an Illinois limited liability company, with
its principal office located at 1909 Fox Drive, Champaign, Illinois, 61820
(hereinafter referred to as "Lessor") and ITDS INTELICOM SERVICES, INC., a
Delaware corporation, with its offices at 225 High Ridge Road, Stamford,
Connecticut, 06905 (hereinafter referred to as "Lessee").

                                  SECTION ONE

                       DEMISE AND DESCRIPTION OF PREMISES

Lessor leases to Lessee and Lessee leases from Lessor that certain office
building which is herein referred to as the "demised premises", consisting of
approximately twenty-five thousand (25,000) square feet, located at 2215 Fox
Drive, Champaign, Illinois, the area, location, specifications, floor plan and
description of which are more particularly indicated and described on Exhibit A
attached hereto and incorporated by reference herein, together with all
improvements located thereon. The demised premises are a portion of the
Devonshire Corporate Centre II office complex, herein referred to as the
"commercial center", containing other office space, a parking area and common
facilities for the use and benefit of all tenants of such commercial center. The
parking area and common facilities for the building in which the demised
premises are located are shown on Exhibit B attached hereto and incorporated by
reference herein. It is understood that no representations or warranties are
made with respect to location of other office space as shown in the attached
exhibits or areas adjoining thereto or with respect to the time that such other
office space will be erected and occupied.

The term "common facilities" as used herein shall be construed to include those
facilities within the commercial center which are for the nonexclusive use of
Lessee in common with other authorized users, and shall include, but not be
limited to, sidewalks, parking areas, planted areas, open means of ingress and
egress and any signage advertising the common name given to the commercial
center.

                                  SECTION TWO

                          CONSTRUCTION OF IMPROVEMENTS

A.    Lessor's obligation. Lessor shall construct, at its sole expense, except
      as provided below, all of the facilities of the commercial center as shown
      on Exhibit A and the demised premises for Lessee's use and occupancy as
      shown on said Exhibit A, such demised premises to be constructed in
      accordance with plans and specifications to be prepared by Lessor.

B.    Commencement of construction. Lessor will commence the construction of
      such demised premises, in accordance with the plans and specifications
      further detailed on Exhibit A-1 and Exhibit A-2 to this lease, as soon as
      is reasonably possible and will diligently prosecute such construction to
      completion.

<PAGE>

      Lessor shall construct the building detailed on Exhibit A-l and Exhibit
      A-2. Lessor and Lessee agree that Lessor shall pay on behalf of Lessee an
      amount equal to eight ($8) Dollars per square foot (the "Improvement
      Allowance") above the building's standard cost (which overages above the
      building's standard is further detailed on Exhibit A-3 which is attached
      hereto and incorporated by reference herein) for the cost and expense of
      design and construction of the improvements that Lessee requires for its
      use of the premises. Lessee shall be responsible for Seven Hundred
      Seventy-Nine Thousand Eight Hundred Sixty-Three Dollars ($779,863) of the
      cost of improvements over the building's standard which shall be due and
      payable in accordance with the Schedule of Payments detailed in Exhibit
      A-3. In the event such actual cost is less than the estimated cost then,
      in such event and upon completion of all improvements, such excess sum, if
      any, shall be refunded to Lessee. Additions or changes to the previously
      agreed upon improvements shall he paid for at their usual and customary
      value, and any change or addition shall be reduced to writing and signed
      in duplicate by both parties. Such change orders shall be in a form
      substantially similar to the attached Exhibit C. Each change order shall
      reflect the dollar amount by which the above stated construction allowance
      shall be increased or decreased by virtue of such deviation, change or
      extra. All such change orders shall be appended to this lease and shall be
      incorporated herein by reference. In no event shall Lessee take possession
      of said premises or any part thereof until Lessee's share of the actual
      cost of such improvements is fully paid.

C.    Construction delays and work stoppages. No delay in the completion of the
      construction herein required of Lessor, caused by government regulations,
      inability to procure labor or materials, strikes, acts of God, or other
      causes similar or dissimilar beyond the control of Lessor shall be a basis
      of a claim of lack of diligence on the part of Lessor.

D.    Lessee's Authorized Agents.  Lessee hereby designates Jim Baugher
      and Peter L. Masanotti as Lessee's authorized agents for all
      purposes arising out of or related to the construction of the
      demised premises.  Lessee hereby directs Lessor to only deal with
      Jim Baugher or Peter L. Masanotti with regard to the construction
      of the demised premises unless and until Lessor receives written
      notice from Lessee revoking Lessee's agency relationship with Jim
      Baugher or Peter L. Masanotti.

E.    Uninterrupted Power Supply/Lieberts.  Lessor and Lessee
      acknowledge and agree that (i) any and all components including,
      but not limited to the generator, which collectively comprise the
      uninterrupted power supply (the "UPS Components") and (ii) the
      Lieberts system, all of which is as further detailed in the plans
      and specifications attached to this lease as Exhibit A-1 and
      Exhibit A-2, shall not be deemed to be Lessor's personal property
      but rather shall be deemed to be the personal property of
      Lessee.  So long as Lessor has not exercised its option to
      purchase the UPS Components and the Liebert system after receipt
      of Lessee's Notice, and so long as Lessee shall not be in default
      of all covenants of this lease, Lessee shall be entitled to
      remove the UPS Components and Lieberts system at its sole cost
      and expense, no later than thirty (30) days after the expiration
      of the term of this lease; provided, however, if the UPS
      Components and Lieberts system have not been removed by the


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<PAGE>

      fifteenth (15th) day after the expiration of the term of this
      lease, Lessee shall pay Lessor the sum of One Hundred Dollars
      ($100.00) for each day thereafter which the UPS Components and
      Lieberts system are not removed.  If, after thirty (30) days
      after the expiration of the term of this lease, the UPS
      Components and Lieberts system have not been removed by Lessee,
      Lessee shall automatically be deemed to have relinquished any and
      all right in and to the UPS Components and Lieberts system and
      thereafter the UPS Components and Lieberts system shall, at
      Lessor's election, be deemed to belong to Lessor.  Lessee shall
      be responsible for repairing all damage to the demised premises
      to the reasonable satisfaction of Lessor as a result of said
      removal.  Notwithstanding anything contained in this Section Two
      (E) to the contrary, the parties acknowledge and agree that
      Lessee shall, on or before (90) days prior to the expiration of
      the term of this lease offer in writing to sell the UPS
      Components and Lieberts system to Lessor for the fair market
      value of the UPS Components and Lieberts system as stated in said
      notice ("Lessee's Notice").  Lessor shall have fifteen (15) days
      after receipt of Lessee's Notice in which to notify Lessee
      whether or not Lessor will purchase the UPS Components and
      Lieberts system for said amount.  If Lessor elects to purchase
      the UPS Components and Lieberts system, Lessor shall promptly pay
      Lessee the fair market value of the UPS Components and Lieberts
      system immediately prior to the expiration of the lease term.
      For the purposes of this Section Two (E), the phrase "fair market
      value" shall mean a value as determined by a recognized supplier
      of systems similar to the UPS Components and Lieberts system at
      the premises.

F.    All construction and related services to be performed or contracted for by
      Lessor including all labor, materials, equipment and services to be
      provided by Lessor, its employees, agents or independent contractors in
      performance of its obligations in this Section Two are sometimes
      collectively referred to in this lease as the "Work".

      Lessor warrants to Lessee that materials and equipment furnished as part
      of the Work will be of good quality and new unless otherwise required or
      permitted by this lease; that, for a period of one (1) year after the
      Commencement Date, the Work will be free from defects not inherent in the
      quality required or permitted; and that the Work will conform with the
      requirements of this lease. If required by Lessee, Lessor shall furnish
      satisfactory evidence as to the kind and quality of materials and
      equipment.

                                 SECTION THREE

                       PARKING AREA AND COMMON FACILITIES

A.    Maintenance.  Lessor, throughout the term of this lease, shall
      maintain and keep the parking area and common facilities of the
      commercial center in good order, condition and repair including
      adequate lighting, painting, snow removal, drainage, supervision
      and the like and all costs and expenses incurred in connection
      therewith, including, but not limited to, real estate taxes,
      special assessments, repairs, janitorial expenses for all common
      facilities, garbage storage and garbage removal expenses, and
      public liability and property insurance


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<PAGE>

      shall be paid by Lessor when due subject, however, to reimbursement
      therefor by Lessee pursuant to Section Four (B) herein below.

B.    Use.  Lessee and all those having business with it will, in
      common with the other tenants and their customers and others
      having business with them, have the right to use and enjoy the
      parking area and common facilities for their intended purposes,
      except that no trucks belonging to Lessee, to suppliers of
      Lessee, or to delivery agents of Lessee shall be allowed to park
      in the parking area for more than one (1) hour at any time
      without having first obtained Lessor's prior written consent.

C.    Parking facilities. The parking areas are shown on Exhibit B which is
      attached hereto. No charges will be made for parking. Lessor reserves the
      right to rearrange or reallocate the parking and common liabilities so
      long as the number of parking spaces shown on Exhibit B is not reduced by
      more than ten percent (10%). Lessee shall be entitled to the exclusive use
      of one hundred percent (100%) of the parking spaces.

D.    Governing regulations.  Lessee will comply and cause its
      employees, agents and invitees to comply with all rules and
      regulations adopted by Lessor in connection with the use of the
      parking area and common facilities, and with all supplements
      thereto and amendments thereof which Lessor may hereafter adopt.
      All such rules and regulations shall pertain to the safety, care,
      use and cleanliness of the parking area and common facilities and
      the preservation of good order therein and thereon.  No rules or
      regulations now in effect or hereafter adopted shall unreasonably
      interfere with Lessee's use and enjoyment of the demised
      premises.  All rules and regulations and supplements thereto and
      amendments thereof which Lessor may adopt shall be in writing,
      and a copy thereof shall be delivered to Lessee.

E.    Violation of regulations. If Lessee shall fail within twenty-four (24)
      hours after receipt of written notice of any violation by Lessee or its
      employees, agents or invitees of any such rules or regulations to cure
      such violation such failure shall constitute a default under this lease.

                                  SECTION FOUR

                           RENTAL AND RELATED CHARGES

A.    Base Rent.  Lessee shall pay Lessor as a fixed annual base rental
      for each year during the term of this lease at 1909 Fox Drive,
      Champaign, Illinois, 61820, or at such place as Lessor may from
      time to time designate, the total sum of Two Hundred Eighty-Seven
      Thousand Five Hundred Dollars ($287,500.00) payable in equal
      monthly installments of Twenty-Three Thousand Nine Hundred
      Fifty-Eight and 34/100 Dollars ($23,958.34) on the first day of
      each month during each year of this lease.  Notwithstanding the
      foregoing the first month's rent shall be paid by Lessee upon
      execution of this lease by Lessee.


                                       4
<PAGE>

B.    Additional Rent. Lessee shall pay Lessor one hundred percent (100%) of all
      maintenance charges, insurance charges, real estate taxes and all other
      expenses in connection with the parking area and common facilities as set
      forth hereinabove at Section Three (A) and late charges in accordance with
      the terms of this lease on or before the first business day of each and
      every month of this lease.

C.    Monthly Real Estate Tax and Expense Charges.  Lessee shall pay
      Lessor annual real estate tax and expense charges which in the
      first year of this lease have been estimated to be Twenty-Three
      Thousand Seven Hundred Fifty Dollars ($23,750.00) payable in
      equal monthly installments simultaneously with the payment of the
      base rent so that the aggregate payments due hereunder from
      Lessee shall equal Twenty-Five Thousand Nine Hundred Thirty-Seven
      and 51/100 Dollars ($25,937.51) per month for the first year.
      The monthly charges due from Lessee for all subsequent years
      during the term hereof shall be adjusted by the parties in
      accordance with the terms of this lease.  The amount paid by
      Lessee for taxes, maintenance and insurance shall be reconciled
      annually in accordance with the provisions of this Section Four
      (C).

      As soon as reasonably feasible after the expiration of each calendar year,
      during the term of this lease, including extensions thereof, Lessor will
      furnish to Lessee a statement showing (i) the maintenance charges, real
      estate taxes and expenses for the year; and (ii) the amount of additional
      rent paid, due or owed by Lessor. If the actual amount due Lessor is more
      than that paid Lessee shall pay Lessor the difference within thirty (30)
      days; if said amount is less, Lessor shall pay the overage to Lessee
      within thirty (30) days. Lessor and Lessee agree to annually adjust the
      monthly real estate tax and expense charges in accordance with the most
      recently ascertainable real estate tax and expense information.

                                  SECTION FIVE

                                      TERM

The term of this lease shall be for a period of seven (7) years from the
Commencement Date, as hereinafter defined. For the purposes of this lease, the
term "Commencement Date" shall be the earlier of (i) the sixth (6th) business
day following Lessee's receipt of a factually correct notice from Lessor that
the demised premises are Substantially Complete, as hereinafter defined, and
that the demised premises are now available for Lessee to install its furniture,
fixtures and equipment; or (ii) the date Lessee commences business operations
from the demised premises. For the purposes of this lease the term
"Substantially Complete" shall mean (1) the shell and core of the building in
which the demises premises is located are complete and in compliance with all
applicable laws and all of the building systems are operational to the extent
necessary to service the demises premises; (2) Lessor has sufficiently completed
all work required to be performed by Lessor in accordance with the lease (except
installation and connection of the UPS Components and Generator which Lessor
shall complete within 60 days thereafter and of minor punch list items which
Lessor shall thereafter


                                       5
<PAGE>

promptly complete); (3) Lessor has obtained a certificate of occupancy for the
subject building or a temporary certificate of occupancy for that portion of the
subject building that includes all of the demised premises, or its equivalent;
(4) Lessee has been provided with the number of parking privileges and spaces to
which it is entitled under the lease; (5) Lessee has been delivered complete and
uninterrupted access to the demised premises (and other required portions of the
subject building and site) sufficient to allow Lessee to install its
freestanding work stations, fixtures, furniture, equipment and telecommunication
and computer cabling systems; and (6) Lessee has received a non-disturbance
agreement, signed by Lessor and each holder of any mortgage of record which
encumbers the real estate further described on Exhibit A.

When the Commencement Date has been determined in the manner above provided such
date shall be inserted in the space provided below and Lessee shall signify
acceptance of such Commencement Date.

The Commencement Date of the term of this lease is ______________, 19__.

LESSOR:                                   LESSEE:


By:   ____________________________        By:  ____________________________

If the Commencement Date of the term of this lease is other than the first day
of a calendar month this lease shall continue in full force and effect for a
period of seven (7) years from the first day of the calendar month next
succeeding the Commencement Date. Upon actual commencement of the lease term
Lessee shall pay base rent and additional rent for any days of occupancy which
are less than a full month, on a per diem basis, using the base rent and
additional rent stated in Section Four to determine the amount due to Lessor.

In the event Lessee shall have faithfully performed all covenants of this lease
Lessor hereby grants Lessee the right and option to renew this lease for an
additional period of three (3) years. In the event Lessee desires to renew and
extend this lease it shall give Lessor written notice, at least one hundred
eighty (180) days prior to the expiration of the initial term, of its intent to
renew and extend; provided, however, that the following terms and conditions
shall be applicable to the additional term.

A.    The provisions of this lease during said three (3) year extension period
      shall be the same as provided in this lease.

                                  SECTION SIX

                                SECURITY DEPOSIT

                     [THIS SECTION INTENTIONALLY OMITTED]



                                       6
<PAGE>

                                 SECTION SEVEN
                     OCCUPANCY AND ACCEPTANCE OF PREMISES

Lessor warrants to Lessee (i) that the building in which the demised premises is
located and the demised premises have been or will, within sixty (60) days of
the Commencement Date, be constructed in accordance with all applicable federal,
state or local laws, statutes and ordinances; and (ii) that the demised premises
has been constructed substantially in accordance with the plans and
specifications therefor.

After the Work is Substantially Complete (excepting punch list items) and prior
to Lessee's move-in into the demised premises, in each case following two (2)
business days' advance written notice from Lessor to Lessee, Lessor shall
inspect the premises with a representative of Lessee and complete a punch list
of unfinished items of the Work. Authorized representatives for Lessor and
Lessee shall execute said punch list to indicate their approval thereof. The
items listed on such punch list shall be completed by Lessor within thirty (30)
days after the approval of such punch list or as soon thereafter as reasonably
practicable.

If, within one (1) year after the Commencement Date, any of the Work is found to
be not in accordance with the requirements of this lease, Lessor shall correct
it promptly after receipt of written notice from Lessee to do so unless Lessee
has previously given Lessor a written acceptance of such condition. This
obligation under this subparagraph shall survive acceptance of the Work under
this lease. Lessee shall give such notice promptly after discovery of the
condition.

                                 SECTION EIGHT
                                USE OF PREMISES

A.    Purposes. Lessee shall use the demised premises for the purpose of
      conducting thereon and therefrom a computer consulting business, a
      computer support business and a data center and no part of the demised
      premises shall be used for any other purpose without the prior written
      consent of Lessor.

B.    Business name. The name of Lessee's business will be ITDS INTELICOM
      SERVICES and will remain so and shall not be changed except with the
      written consent of Lessor, which consent will not be withheld
      unreasonably, providing that, in allowing changes, Lessee will be solely
      responsible for any costs of changing the name as it is featured in any
      signs, advertisements and promotional literature of the commercial center.

C.    No retail sales. Lessee shall not conduct any retail sales at the demised
      premises.

D.    Public auctions. No sale at auction by Lessee or others shall be made in
      or from the demised premises.


                                       7
<PAGE>

E.    Maintenance of Premises. Lessee shall at all times maintain the demised
      premises in a clean, neat and orderly condition.

F.    Compliance with insurance coverage. Lessee shall not use the demised
      premises or any part thereof, or permit any part of the demised premises
      to be used, or permit any act whatsoever to be done on the demised
      premises, in a manner that will violate or make void or inoperative any
      policy of insurance held by Lessor or Lessee.

G.    Storage of inflammable materials.  Lessee shall not keep or
      permit to be kept at, in or about the demised premises any
      gasoline, distillate or other petroleum product, or any other
      substance or material of an explosive or inflammable nature, in
      such quantities as may endanger any part of the demised premises
      without the written consent of all insurance companies carrying
      fire or rent insurance on all of the commercial center or any
      part thereof, or do any act or engage in any conduct which shall
      cause an increase in the fire insurance rates covering the
      commercial center over those charged for uses of the type and
      character permitted to Lessee under this lease.

H.    Use impairing structural strength or electrical capabilities.
      Lessee shall not permit the demised premises or any part thereof
      to be used in any manner that will impair the structural strength
      thereof or permit the installation of any machinery or apparatus
      the weight or vibration of which may tend to injure or impair the
      foundations or structural strength thereof.  Lessee shall not
      permit the installation of any computer or electrical machinery
      or equipment which is beyond the electrical capabilities of the
      building, as determined by the sole opinion of Lessor.

I.    Garbage disposal. Lessee shall not burn or incinerate any rubbish, garbage
      or debris at, in or about the demised premises, and shall cause all
      containers, rubbish, garbage and debris accumulated therein to be stored
      within the dumpsters provided by Lessor in the commercial center.

J.    Public regulations. In the conduct of its business in and about the
      demised premises Lessee shall observe and comply with all laws, ordinances
      and regulations of public authorities.

                                  SECTION NINE

                   INSTALLATION AND MAINTENANCE OF FIXTURES

Lessee shall first obtain the written consent of Lessor prior to Lessee's
installation of any trade fixtures, lighting fixtures, floor covering, wall
covering or furnishings. Any such trade fixtures, lighting fixtures, floor
covering, or wall covering or furnishings shall be of first quality commensurate
in appearance and in keeping with the demised premises. Lessee, throughout the
term of this lease, shall maintain the same in good order, condition and repair
at its own expense and any cost to repair damage caused by the installation or
removal of same shall be at Lessee's sole expense.


                                       8
<PAGE>

                                  SECTION TEN
                     SIGNS, EXTERIOR LIGHTING AND FIXTURES

Lessee may only install and maintain such signs at the demised premises as have
been approved in writing by the Lessor. Lessee may not install signs in its
windows or doors which are visible from the exterior of the demised premises nor
may Lessee maintain more than one (1) exterior sign at the commercial center.
Any such signs erected or placed in or on the demised premises by Lessee may
not, without Lessor's prior written consent, be removed by Lessee at the
expiration of the lease. In the event Lessor approves Lessee's removal of said
sign, all damage caused by the erection, maintenance and removal of any and all
such signs shall be fully repaired at the expense of Lessee.

Lessee acknowledges that the demised premises are part of an integrated and
uniform commercial center and that control of all interior and exterior signs by
Lessor is essential in order to maintain uniformity and aesthetic values in the
commercial center.

Lessor shall select and install the interior window blinds to be used by Lessee
at the demised premises.

Lessee shall not install any lighting, plumbing facilities, shades, awnings or
similar devices or use any advertising medium which may be heard or experienced
outside of the demised premises such as loudspeakers, phonographs or radio
broadcasts without the Lessor's prior written consent. In no event shall Lessee
use any portion of the common facilities for Lessee's exclusive use without the
express prior written consent of Lessor.

                                 SECTION ELEVEN

                       ALTERATIONS, CHANGES AND ADDITIONS

No changes, alterations or additions shall be made by Lessee to the demised
premises without the prior written consent of Lessor, and any such change,
alteration or addition to or on the demised premises made with the aforesaid
written consent of Lessor shall remain for the benefit of and become the
property of Lessor, unless otherwise expressly provided in the written consent.

                                 SECTION TWELVE

           DEFECTS; DEFECTIVE CONDITION; WIND; ACTS OF THIRD PERSONS

A.    Lessor's liability.  Lessor shall not be liable to Lessee for any
      damage or injury to Lessee or Lessee's property occasioned by any
      defect of plumbing, heating, air cooling, air conditioning
      equipment and ducts, electrical wiring or insulation thereof, gas
      pipes, or steam pipes, or from broken steps, or from the
      backing-up of any sever pipe, or from the bursting, leaking, or
      running of any tank, tub, washstand, toilet, or waste pipe,
      drain, or any other pipe or tank in, on, or about the demised
      premises, or from the escape of steam or hot water from


                                       9
<PAGE>

      any boiler or radiator, or for any such damage or injury occasioned by
      water being on or coming through the roof, stairs, walks, doors or any
      other place on or near the demised premises, or for any such damage or
      injury done or occasioned by the falling of any fixture, plaster, or
      stucco, or for any such damage or injury caused by wind or by the act,
      omission, or negligence of co-tenants or of other persons, occupants of
      the same building or of adjacent buildings or contiguous property.

B.    Waiver of claim against Lessor. All claims against Lessor for any damage
      or injury as provided in paragraph A of this section are hereby expressly
      waived by Lessee.

                                SECTION THIRTEEN

                  CASUALTY DAMAGE; REPAIR; ABATEMENT OF RENT

A.    Use of partially damaged premises. In the event of partial damage or
      destruction of the demised premises Lessee shall continue to utilize the
      premises for the operation of its business to the extent that it may be
      practicable to do so.

B.    Right to terminate on destruction of premises where damage 
      exceeds two-thirds of reconstruction cost.  Either party hereto
      shall have the right to terminate this lease if; during the last
      three (3) months of the term hereof, the demised premises are
      damaged to an extent exceeding two-thirds of the then
      reconstruction cost of such restored building as a whole;
      provided that, in such an event, such termination of this lease
      shall be effected by written notice to that effect to the other
      party delivered within thirty (30) days of the happening of such
      casualty causing the damage.

C.    Repairs by Lessor.  If the demised premises shall, either prior
      to the beginning of or during the term hereof, be damaged or
      destroyed by fire or by any other cause whatsoever beyond
      Lessee's control, Lessor, except as hereinafter otherwise
      provided, shall immediately on receipt of insurance proceeds paid
      in connection with such casualty insurance, but in no event later
      than one hundred twenty (120) days after such damage has
      occurred, proceed to repair or rebuild same, including any
      additions or improvements made by Lessor or by Lessee with
      Lessor's consent, on the same plan and design as existed
      immediately before such damage or destruction occurred, subject
      to such delays as may be reasonably attributable to governmental
      restrictions or failure to obtain materials or labor, or other
      causes whether similar or dissimilar, beyond the control of
      Lessor.  Materials used in repair shall be nearly like original
      materials as may be reasonably procured in regular channels of
      supply.

      Whenever a strike, act of God or cause, beyond the power of the party
      affected to control, causes delay, the period of such delay so caused
      shall be added to the period limited in this lease for the completion of
      such work, reconstruction or replacement.


                                       10
<PAGE>

D.    Reduction of rent during repairs. In the event Lessee continues to conduct
      its business during the making of repairs, the fixed minimum monthly
      rental will be equitably reduced in the proportion that the unusable part
      of the demised premises bears to the whole thereof but no change shall be
      made in the method of computing the additional rental and additional
      charges due from Lessee under the terms of this lease.

      No rental shall be payable while the demised premises are wholly
      unoccupied pending the repair of casualty damage.

E.    Repair or replacement of fixtures. Lessee shall be responsible for the
      replacement or repairs of its own fixtures in the demised premises which
      may be damaged or destroyed by fire or any other cause whatsoever.

                                SECTION FOURTEEN

                               REPAIRS GENERALLY

A.    By Lessor. Lessor, throughout the term of this lease, shall maintain and
      keep the exterior and structural parts of the building of the demised
      premises in good repair at Lessor's initial sole expense subject, however,
      to Lessee's reimbursement as is provided hereinabove in Section Four (B).

B.    By Lessee.  Lessee shall, at its own expense, keep and maintain
      the non-structural interior of the demised premises in a clean
      and sightly condition during the entire term of this lease, and
      shall specifically be responsible for the maintenance, repair
      and/or replacement of all building components, including, but not
      limited to, heating, ventilating, air conditioning, plumbing,
      electrical and all other parts thereof.  Lessee's maintenance
      obligation shall include the cost of bi-annual inspections and
      service of the demised premises' heating, air conditioning and
      ventilating system which shall be performed by (i) the contractor
      who originally installed said system; or (ii) such other
      contractor who has been pre-approved in writing by Lessor.  Upon
      completion of said bi-annual inspection and service, Lessee shall
      provide Lessor with written proof of Lessee's compliance with the
      terms of this section.  Lessee is responsible for the replacement
      and repair of any plate glass and the providing of janitorial
      services for the interior of the demised premises.

                                SECTION FIFTEEN

                                   UTILITIES

Lessee shall pay before delinquency all charges for water, gas, heat,
electricity, power, telephone service and other similar charges incurred by
Lessee with respect to and during its occupancy of the demised premises.


                                       11
<PAGE>

                                 SECTION SIXTEEN

                                     TAXES

Lessee shall pay before delinquency all taxes levied or assessed on Lessee's
fixtures, equipment and personal property in and on the demised premises,
whether or not affixed to the real property. If at any time after any tax or
assessment has become due or payable, Lessee or its legal representative
neglects to pay such tax or assessment, Lessor shall be entitled to pay the same
at any time thereafter and such amount so paid by Lessor shall be deemed to be
additional rent for the leased premises, due and payable by Lessee.

Lessor shall initially pay all general real estate taxes and special assessments
levied and/or assessed against the lot and building in which the demised
premises is situated, the parking areas and landscaped areas associated with
that building and the entire commercial center during the term of this lease,
subject, however, to Lessee's reimbursement of said charges as is provided in
Section Four of this lease.

                               SECTION SEVENTEEN

                                   INSURANCE

A.    Insurance companies. All policies of insurance to be kept and maintained
      in force by the respective parties hereto shall be obtained from good and
      solvent insurance companies reasonably satisfactory to Lessor with Lessor
      named as an additional insured party thereon. Lessee shall annually
      provide Lessor, on the anniversary date of this lease, with a binder
      naming Lessor as said additional insured party.

B.    Lessee to obtain liability insurance.  Lessee shall at its own
      expense, at all times during the term of this lease, maintain in
      force a policy or policies of insurance, written by one or more
      responsible insurance carriers approved by Lessor, which will
      insure Lessor against liability for injury to or death of persons
      or loss of damage to property occurring in or about the demised
      premises.  The liability under such insurance shall not be less
      than One Million Dollars ($1,000,000) for any one person maimed
      or injured, One Million Dollars ($1,000,000) for any one
      accident, and Five Hundred Thousand Dollars ($500,000) property
      damage.

C.    Lessee to obtain plate glass insurance. Lessee shall maintain and keep in
      force adequate plate glass insurance on all plate glass on demised
      premises.

D.    Lessee to obtain fire insurance on its fixtures and equipment. Lessee
      shall maintain in force, at all times during the term of this lease, on
      all of its fixtures and equipment in the demised premises, such policies
      as it deems adequate for the repair and replacement thereof.

E.    Lessor to obtain fire insurance on premises. Lessor shall maintain in
      force and shall pay for, at all times during the term of this lease,
      policies of casualty insurance in such amounts as shall be determined
      solely by Lessor.


                                       12
<PAGE>

F.    Lessee's waiver of casualty insurance proceeds. In the event the demised
      premises shall be damaged or destroyed by fire, or other casualty so
      insured against, Lessee shall claim no interest in any insurance
      settlement arising out of any such loss and shall execute any and all
      documents required by Lessor or the insurance company or companies that
      may be necessary for use in connection with settlement of any such loss.

                                SECTION EIGHTEEN

                   TRANSFER OR PLEDGE OF LEASEHOLD INTEREST

Lessee shall not assign this lease or any interest therein, or sublet the
demised premises or any part thereof, or license the use of any portion of the
demised premises or business conducted thereon or therein, or encumber or
hypothecate this lease, without first obtaining the written covenant of Lessor.
Any assignment, subletting, licensing, encumbering or hypothecating of this
lease without such prior written consent shall, at the option of Lessor,
immediately terminate this lease. Notwithstanding the foregoing, the parties
acknowledge and agree an assignment of this lease to a parent company of Lessee
or wholly owned subsidiary of Lessee is expressly permitted.

                                SECTION NINETEEN

                             SURRENDER OF PREMISES

Lessee shall, at the termination of this lease, vacate the demised premises in
as good condition as it was at the time of entry thereon by Lessee, except for
reasonable use and wear thereof, acts of God, or damage by casualty beyond the
control of Lessee, and on vacating shall leave the demised premises free and
clear of all rubbish and debris.

                                 SECTION TWENTY

                           INDEMNIFICATION OF LESSOR

A.    Liens and encumbrances.  Lessee shall indemnify Lessor and the
      premises herein demised and all improvements placed thereon
      against all claims, liens, claims of lien, demands, charges,
      encumbrances or litigation arising directly or indirectly out of
      or by reason of any work or activity of Lessee on the demised
      premises, and shall forthwith and within fifteen (15) days after
      the filing of any lien for record fully pay and satisfy the same,
      and shall reimburse Lessor for all loss, damage and expense,
      including reasonable attorney's fees, which it may suffer or be
      put to by reason of any such claims of lien, demands, charges,
      encumbrances or litigation.

      In the event Lessee shall fail to pay and fully discharge any claim, lien,
      claims of lien, demand, charge, encumbrance or litigation, or should
      proceedings be instituted for the foreclosure of any lien or encumbrance,
      Lessor shall have the right, at its option, at any time after the
      expiration of such fifteen (15) day period, to pay the same or any portion
      thereof, with or without the costs and expenses claimed by such claimant,
      and in making such


                                       13
<PAGE>

      payment Lessor shall be the sole judge of the legality thereof. All
      amounts so paid by Lessor shall be repaid by Lessee to Lessor on demand,
      together with interest thereon at the rate of eighteen percent (18%) per
      annum, from the date of payment by Lessor until repayment is fully made.

      Personal injuries, violation of law. Lessee shall indemnify Lessor and its
      members against any cost, liability or expense arising out of any claims
      of any person or persons whatsoever by reason of the use or misuse of the
      demised premises, parking area or common facilities by Lessee or any
      person or persons holding under Lessee, and shall indemnify Lessor against
      any penalty, damage or charge incurred or imposed by reason of any
      violation of law or ordinance by Lessee or any person or persons holding
      under Lessee, against any costs, damage or expense arising out of the
      death of or injury to any person or persons holding under Lessee.

                               SECTION TWENTY-ONE

                             SUBORDINATION OF LEASE

Subject to Lessee's receipt of a reasonably acceptable non-disturbance agreement
from any future mortgagee, Lessee shall execute any instrument permitting
mortgages or deeds of trust to be placed on the lot and building in which the
demised premises is located or any part thereof as security for any
indebtedness, and subordinate this lease to such mortgages or trust deeds, if
required to do so by the secured party.

Lessee shall have the right to make payment of any defaults under any mortgage,
trust deeds or liens of record on the demised premises, and to receive
reimbursement for such payment by deduction and credit from and against rentals
becoming due hereunder.

                               SECTION TWENTY-TWO

                              ESTOPPEL CERTIFICATE

Lessee agrees to at any time and from time to time, within ten (10) days after
Lessor's written request, to execute, acknowledge and deliver without charge to
Lessor a written instrument, certifying the commencement date of the term of
this lease, that Lessee has accepted possession of the demised premises and is
open for business, that this lease is unmodified and in full force and effect
(or if there have been modifications, that it is in full force and effect as
modified and stating the modifications), the dates to which base rent,
additional rent and other charges have been paid in advance, if any, and stating
whether or not to the best knowledge of the signer of such certificate, Lessor
is in default in the performance of any covenant, agreement or condition
contained in this lease and, if so, specifying each such default of which the
signer may or should have knowledge, and certifying such other matters as may be
reasonably requested by Lessor ("Estoppel Certificate").


                                       14
<PAGE>

It is expressly understood and agreed that any prospective purchaser or
encumbrancer of all or any portion of the Devonshire Corporate Centre II office
complex shall be entitled to rely upon any such statement.

Lessee's failure to deliver an Estoppel Certificate to Lessor within ten (10)
days after Lessor's written request therefor, shall, at the option of Lessor, be
conclusive upon Lessee that (i) this lease is in full force and effect without
modification except as may be represented by Lessor; (ii) that there are no
uncured defaults in Lessor's performance; and (iii) that no more than one (1)
month's rent has been paid in advance. Further, if Lessee fails to deliver an
Estoppel Certificate within said ten (10) day period Lessee does hereby
irrevocably appoint Lessor as attorney in fact of Lessee in Lessee's name, place
and stead to sign and deliver an Estoppel Certificate as if the same had been
signed and delivered by Lessee.

                              SECTION TWENTY-THREE

                          LESSOR'S RIGHT OF INSPECTION

Lessor shall have access to the demised premises, and each part thereof, during
Lessee's regular business hours and at any time thereafter for the purpose of
inspecting the same, making repairs and posting notices which Lessor may deem to
be for the protection of Lessor or the demised property.

                              SECTION TWENTY-FOUR

                            DEFAULT AND LATE CHARGES

A.    Lessor's right to repossess, operate, or relet.  If the rental
      reserved by this lease or other charges to be paid hereunder by
      Lessee, or any part thereof, are not paid when due and shall
      remain unpaid for a period of five (5) days after notice thereof
      in writing, or if Lessee shall fail to promptly perform any other
      covenant, condition, or provision by it to be performed hereunder
      and such failure shall continue for a period of five (5) days
      after notice in writing specifying the nature of such failure, or
      if Lessee abandons the demised premises, or if Lessee breaches
      any obligation under this lease by it to be performed which
      cannot be cured, then, and in any such event, Lessee shall be
      deemed to be in default and Lessor, without further notice, may
      at its option re-enter and take possession of the demised
      premises, including all improvements thereon and fixtures and
      equipment located at, in or about the same, and take, operate or
      relet the same in whole or in part for the account of Lessee at
      such rental and on such agreement and conditions and to such
      tenant or tenants as Lessor in good faith may deem proper for a
      term not exceeding the unexpired period of the full term of this
      lease.  Lessor shall receive all proceeds and rent accruing from
      such operation or reletting of the demised premises or fixtures
      and equipment and shall apply the same first to the payment of
      all costs and expenses incurred by Lessor in obtaining possession
      and in the operation or reletting of the demised premises or
      fixtures and equipment, including reasonable attorney's fees,
      commissions, and collection fees, and any alterations or repairs
      reasonably necessary to enable Lessor to operate or relet the
      premises or fixtures and equipment and to the payment of all such
      amounts as may be due or become payable under


                                       15
<PAGE>

      the provisions of this lease, and the balance remaining, if any, at the
      expiration of the full term of this lease or on the sooner termination
      thereof by written notice of termination given by Lessor to Lessee shall
      be paid over to Lessee. Lessor may dispose of any personal property of
      Lessee located at the demised premises at the time of any default without
      incurring any liability for such a disposition.

B.    Late Charges. If the rental reserved by this lease or other charges to be
      paid hereunder by Lessee, or any part thereof, are not paid when due, late
      charges in the amount of ten percent (10%) of the basic monthly rent shall
      be immediately due for each five (5) day period, commencing the first day
      of the applicable month, that the rental or other charges, or any part
      thereof, remain unpaid.

C.    Repossession or reletting not a termination, Lessor's right to 
      terminate not forfeited.  No re-entry, repossession, operation or
      reletting of the demised premises or of fixtures and equipment
      shall be construed as an election by Lessor to terminate this
      lease unless a written notice of such intention is given by
      Lessor to Lessee, and notwithstanding any such operation or
      reletting without terminating this lease, Lessor may at any time
      thereafter elect to terminate this lease in the event at such
      time Lessee remains at default hereunder.

D.    Lessee's obligation to pay deficiencies. In the event the proceeds or
      rentals received by Lessor under the provisions of this section are
      insufficient to pay all costs and expenses and all amounts due and
      becoming due hereunder, Lessee shall pay to Lessor on demand such
      deficiency as may from time to time occur or exist.

E.    Lessor's right to perform Lessee's duties at Lessee's cost.
      Notwithstanding any provision as to notice contained in this
      lease, if in the judgment of Lessor the continuance of any
      default by Lessee, other than for the payment of money, for the
      full period of the notice otherwise provided for will jeopardize
      the premises or the rights of Lessor, Lessor may, without notice,
      elect to perform those acts in respect of which Lessee is in
      default, at the expense of Lessee, and Lessee shall thereupon
      reimburse Lessor, with interest at the rate of eighteen percent
      (18%) per annum, on five (5) days' notice by Lessor to Lessee.

F.    Lessor's right to terminate lease. In the event of Lessee's default as
      stated herein, Lessor may, at its option, without further notice,
      terminate this lease and any and all interest of Lessee hereunder, and may
      thereupon immediately re-enter and take possession of the demised
      premises.

G.    Lessor's right on termination to recover amount equal to rent 
      reserved.  If this lease is terminated by Lessor by reason of any
      default by Lessee, Lessor shall be entitled to recover from
      Lessee, at the time of such termination, the excess, if any, of
      the amount of rent reserved in this lease for the balance of the
      term thereof over the then reasonable rental value of the
      premises for the same period.  It is agreed that the "reasonable
      rental value" shall be the amount of rental which Lessor can
      obtain as rent for the remaining balance of the term.


                                       16
<PAGE>

H.    Lessor's remedies cumulative. Each and all of the remedies given to Lessor
      in this lease or by law shall be cumulative, and the exercise of one right
      or remedy by Lessor shall not impair its right to exercise any other right
      or remedy.

I.    Lessee's waiver of claims against Lessor.  Lessee hereby waives
      all claim or demand for damages that may be caused by Lessor in
      re-entering and taking possession of the demised premises as
      hereinabove provided, and all claim or demand for damages which
      may result from the destruction of or damage to the demised
      premises and all claim or demand for damages or loss of property
      belonging to Lessee or to any other person, firm or corporation
      as may be in or on the premises at the time of such re-entry.

J.    Limitation of notice period by governmental order. Notwithstanding any
      provision as to notice in this section, if Lessee is required to comply
      with any governmental regulation or order within a period less than that
      to which Lessee would otherwise be entitled to notice, Lessee shall not be
      entitled to notice beyond the period within which such compliance may be
      required by such regulation or order.

                              SECTION TWENTY-FIVE
                            EXPENSES OF ENFORCEMENT

Should Lessor incur any expenses in enforcing any provision of this lease Lessee
shall pay to Lessor all expenses so incurred, including reasonable attorney's
fees and court costs.

                               SECTION TWENTY-SIX

                              EFFECT OF BANKRUPTCY

If at any time during the term of this lease there shall be filed by or against
Lessee in any court, pursuant to any statute either of the United States or any
state, petition in bankruptcy or insolvency or for reorganization or for the
appointment of a receiver or trustee of all or a portion of Lessee's property,
or if Lessee makes an assignment for the benefit of creditors, Lessee shall have
breached this lease, and this lease, at the option of Lessor exercised after
expiration of the period provided below, may be cancelled and terminated,
provided such petition in bankruptcy or insolvency or for reorganization or for
the appointment of a receiver or trustee shall continue for a period of ten (10)
days. In such event neither Lessee, nor any person claiming through or under
Lessee by virtue of any statute or of any statute or of an order of any court,
shall be entitled to possession or to remain in possession of the demised
premises, but shall forthwith quit and surrender the premises.

                              SECTION TWENTY-SEVEN

                                 EMINENT DOMAIN

A.    Over certain percentage taken. In the event twenty-five percent (25%) or
      more of the area of the demised premises shall be taken for a public or
      quasi-public use this lease shall


                                       17
<PAGE>

      terminate as of the date of the actual physical taking, and the parties
      shall thereupon be released from any and all further liability hereunder.

B.    Less than a certain percentage taken.  In the event of a partial
      taking of less than twenty-five percent (25%) of the area of the
      demised premises, Lessor shall, with reasonable diligence,
      proceed at its own expense to reconstruct or repair the demised
      premises and place the same in a tenantable condition within
      ninety (90) days after the date of the actual physical taking;
      provided, however, that if fifty percent (50%) or more of the
      area of the commercial center as a whole is taken, Lessor
      alternatively may elect to terminate this lease notwithstanding
      that less than twenty-five percent (25%) of the area of the
      demised premises were taken.  In the event of such termination on
      the parties hereto shall be released from any and all further
      liability under this lease.

C.    Abatement of rent.  During any reconstruction or repairing as
      hereinabove provided, Lessee shall be required to pay only that
      proportion of the fixed minimum monthly rental herein reserved as
      the area of the demised premises remaining in a tenantable
      condition during such reconstruction or repairing bears to the
      entire area herein leased.  On completion of such reconstruction
      or repairing, the fixed minimum monthly rental herein reserved
      shall be adjusted in the proportion that the reconstructed
      demised premises bear to the original demised premises, and
      thereafter Lessee shall be required to pay such adjusted fixed
      minimum monthly rental in accordance with the provisions of this
      lease.

      There shall be no abatement of any rental due until such time as there
      shall be an actual physical possession of that portion of the demised
      premises taken, and in no event shall there be any change made in the
      method of computing the percentage rental, and there shall be no reduction
      of percentage rental.

D.    Right to condemnation award. Any award made in any condemnation proceeding
      for the taking of any part or all of the demised premises shall be the
      sole property of and be paid to Lessor.

                              SECTION TWENTY-EIGHT

                                 QUIET ENJOYMENT

Lessor hereby covenants and warrants that, subject to any trust deeds or
mortgages now of record or hereafter placed on record, it is the owner of the
demised premises and that Lessee, on payment of rents herein provided for and
performance of the provisions hereof on its part to be performed, shall and may
peacefully possess and enjoy the demised premises during the term hereof without
any interruption or disturbance.


                                       18
<PAGE>

                              SECTION TWENTY-NINE

                                WAIVER OF BREACH

No waiver of any breach or breaches of any provision of this lease shall be
construed to be a waiver of any preceding or succeeding breach of such provision
or of any other provision hereof.

                                 SECTION THIRTY

                              TIME OF THE ESSENCE

Time is of the essence of each and every provision hereof.

                               SECTION THIRTY-ONE

                         HEADINGS FOR CONVENIENCE ONLY

The heading used herein are for convenience and shall not be resorted to for
purposes of interpretation or construction hereof.

                               SECTION THIRTY-TWO

                                    PRONOUNS

Feminine or neuter pronouns shall be substituted for those of masculine form or
vice versa, and the plural shall be substituted for the singular number or vice
versa in any place or places in which the context may require such substitution
or substitutions.

                              SECTION THIRTY-THREE

                          AMENDMENTS TO BE IN WRITING

This lease may be modified or amended only by a writing duly authorized and
executed by both Lessor and Lessee. It may not be amended or modified by oral
agreements or understandings between the parties unless the same shall be
reduced to writing duly authorized and executed by both Lessor and Lessee.

                              SECTION THIRTY-FOUR
                                 PARTIES BOUND

Each and every provision of this lease shall bind and shall inure to the benefit
of the parties hereto and their legal representatives. The term "legal
representatives" is used in this lease in its broadest possible meaning and
includes, in addition to executors and administrators, every person,
partnership, corporation or association succeeding to the interest or to any
part of the interest in or to this lease or in or to the leased premises, of
either Lessor or Lessee herein, whether such succession results from the act of
a party in interest, occurs by operation of the law or is the effect of the
operation of law together with the act of such party. Each and every agreement
and condition of this lease by Lessee to be performed shall be binding on all
assignees, subtenants, concessionaires,


                                       19
<PAGE>

and/or licensees of Lessee; provided however, that this provision shall not be
deemed to supersede the restrictions on assignment, subletting or licensing
imposed by Section Eighteen entitled "Transfer or Pledge of Leasehold Interest".

                              SECTION THIRTY-FIVE

                                  HOLDING OVER

No holding over and continuation of any business by Lessee after the expiration
of the term hereof shall be considered to be a renewal or extension of this
lease unless written approval of such holding over and a definite agreement to
such effect is signed by Lessor defining the length of such additional term. Any
holding over without the consent of Lessor shall be considered to be a
day-to-day tenancy at a rental of three times the daily rate of the fixed
minimum monthly rental provided herein, computed on the basis of a thirty (30)
day month.

                               SECTION THIRTY-SIX

                                    NOTICES

All notices or demands of any kind which Lessor may be required or may desire to
serve on Lessee under the terms of this lease may be served on Lessee (as an
alternative to personal service) by leaving a copy of such demand or notice, or
by mailing a copy thereof by registered or certified mail, postage prepaid,
addressed to Lessee at the demised premises or at such other address or
addresses as may from time to time be designated by Lessee in writing to Lessor.
Service shall be deemed complete at the time of the leaving of such notice as
aforesaid or within two (2) days within mailing of same. All notices and demands
from Lessee to Lessor may be similarly served on Lessor at 1909 Fox Drive,
Champaign, Illinois, 61820, or at such other address as Lessor may in writing
designate to Lessee.

                              SECTION THIRTY-SEVEN

                              STRICT CONSTRUCTION

The language used in this lease shall be deemed to be the language approved by
all parties to this lease to express their mutual intent, and no rule of strict
construction shall be applied against any party.

                              SECTION THIRTY-EIGHT

                                   COMMISSION

Lessor and Lessee each warrant to the other that no real estate broker or agent
has been used or consulted in connection with this lease. Lessor and Lessee
respectively (respectively, the "Indemnifying Party") each covenant and agree to
defend, indemnify and save the other harmless from and against any actions,
damages, real estate commissions, fees, costs or expenses (including reasonable
attorney's fees and costs of tribunals at all levels) resulting or arising from
any


                                       20
<PAGE>

commissions, fees, costs or expenses due any real estate broker or agent
because of this lease due to the acts of the Indemnifying Party.

                              SECTION THIRTY-NINE

                             OFFICE BUILDING LEASES


Concurrently with the execution of this lease, Lessor and Lessee agree to enter
into and execute (i) an Addendum to Lease by and between Lessor and Lessee
concerning the real estate commonly known as 2101 Fox Drive, Champaign,
Illinois, a copy of which is attached hereto as Exhibit D and incorporated by
reference herein; (ii) an Addendum to Lease by and between Lessor and Lessee
concerning the real estate commonly known as 2109 Fox Drive, Champaign,
Illinois, a copy of which is attached hereto as Exhibit E and incorporated by
reference herein; and (iii) an Addendum to Lease by and between Lessor and
Lessee concerning the real estate commonly known as 2201 Fox Drive, Champaign,
Illinois, a copy of which is attached hereto as Exhibit F and incorporated by
reference herein.

IN WITNESS WHEREOF, the parties have executed this lease at Champaign, Illinois,
the day and year first above written.

LESSOR:                                   LESSEE:

PAR 3 DEVELOPMENT, L.L.C.                 ITDS INTELICOM SERVICES, INC.
An Illinois Limited Liability Company           A Delaware Corporation

By:   FOX DEVELOPMENT CORPORATION          By: /s/  Peter L. Masanotti 
      An Illinois Corporation                  ------------------------
      Its Managing Member

By: /s/  Kim B. Fox                            Its: /s/ E.V.P.
    --------------------------                 ------------------------
    KIM B. FOX, Its President



                                       21
<PAGE>


                                    EXHIBIT A


                          [Diagram of Corporate Center]


                                       22
<PAGE>


                                  EXHIBIT A-1

                          [Diagram of Corporate Center]


                                       23
<PAGE>



                                  EXHIBIT A-2

                              PROJECT DESCRIPTION

                INTERNATIONAL TELECOMMUNICATIONS DATA SYSTEMS

                              CHAMPAIGN, ILLINOIS

                                February 1, 1999

1.    GENERAL

      1.1   Summary of Work

            1.1.1 The Scope of Work anticipated includes design and construction
                  of a building as described within this Project description at
                  Par 3 property, Champaign, Illinois.

            1.1.2 The building will be comprised of the following areas:

                  ITDS office area..........................25,000 sf

                  Total.....................................25,000 sf

      1.2   Building Features

            1.2.1 A finish ceiling height of 9' +/- is anticipated for the main
                  office area.

      1.3   Drawings & Specifications

            1.3.1 Complete "Working Drawings and Specifications" will be
                  prepared from the design documents and will be furnished to
                  the owner.

      1.4   Design

            1.4.1 All structural design shall be in accordance with BOCA Code
                  requirements unless noted otherwise.

            1.4.2 All concrete work is to be completed in accordance with the
                  applicable standards of the American Concrete institute (ACI).

            1.4.3 Structural steel beams, columns, and lintels will be designed
                  in accordance with the Steel Construction Manual of the
                  America



                                        1
<PAGE>

                                  EXHIBIT A-2

                  Institute of Steel Construction specifications for the
                  design of hot-formed structural members.

            1.4.4 The bar joist framing will be designed in accordance with the
                  requirements and guidelines of the Steel Joist Institute.

            1.4.5 Asphalt work is to conform to applicable requirements as
                  established by the Illinois Department of Transportation IDOT.

      1.5   Definitions and Terms

            1.5.1 Where the work "Client" appears it shall mean International
                  Telecommunications Data Systems.

            1.5.2 Where the word "Architect" appears it shall mean Dankert and
                  Associates.

            1.5.3 Where the word "Contractor" appears it shall mean Dodds
                  Company and/or an associated subcontractor.

2.    SITEWORK

      2.1   Earthwork

            2.1.1 All trees, stumps, and brush that interfere with new
                  construction are to be removed and properly disposed of
                  off-site.

            2.1.2 Topsoil which is stripped to accommodate new construction will
                  be retained on site for use in landscaping or for construction
                  of.

            2.1.3 All debris will be removed from site and properly disposed of.

            2.1.4 Site areas which are to be occupied by the building or surface
                  improvement will be rough and fine graded as necessary to meet
                  engineered elevations and grades and to provide for proper
                  surface drainage.

            2.1.5 All cutting, filling and rough grading is to be completed to
                  proper subgrade elevations for finish floor, pavement and
                  landscaped areas.

            2.1.6 The site is anticipated to consist of suitable soils that
                  permit the site to be cut, filled and balanced without a need
                  to import additional fill.



                                        2
<PAGE>

                                  EXHIBIT A-2

            2.1.7 Site areas which are to be occupied by the new building or
                  pavement will be proof-rolled to compact the existing subbase
                  to 95% maximum density.

            2.1.8 A minimum of 2" compacted granular material will be provided
                  under all concrete slabs on grade and will consist of approved
                  material as excavated from sources on-site or obtained from
                  approved, off-site sources. 3" +/-

            2.1.9 Fill material will be compacted to 95% maximum density.

      2.2   Storm Drainage

            2.2.1 Storm water runoff from the roof will be directed to roof
                  sumps which will then carry runoff for discharge through
                  interior roof conductors.

            2.2.2 Paved and landscaped areas will be contoured and sloped to
                  permit an engineered rate of storm water runoff into site
                  system.

      2.3   Sanitary Sewer

            2.3.1 A Sanitary Sewer System will be completed to accommodate the
                  domestic plumbing needs of the facility.

            2.3.2 Sanitary drainage piping will be extended from the building to
                  an existing municipal lead.

            2.3.3 Sanitary sewer piping inside of the building shall be PVC
                  and/or cast iron.

            2.3.4 The proposal provides a 4" sanitary entering the building
                  underground near the office toilet room area. Underground
                  sanitary capacity is available for the sewer system

      2.4   Water Main

            2.4.1 Watermain work will be completed to satisfy the domestic,
                  process, and fire protection related needs of the facility.

            2.4.2 A watermain is to be extended on site and into the building
                  from an existing municipal main.

            2.4.3 Watermain work for fire protection shall be sized in
                  accordance with flow test and design requirements by NFPA an
                  insurance regulators.



                                        3
<PAGE>

                                  EXHIBIT A-2

      2.5   Natural Gas

            2.5.1 Service is anticipated to be extended from an existing lead.

      2.6   Electrical/Telephone Service

            2.6.1 The incoming electrical service will be 1200 amp 277/480 volt
                  utility company pad mounted transformer, positioned adjacent
                  on the drawing.

            2.6.2 The incoming telephone service is to be (2) 4" PVC underground
                  conduit with pull string.

            2.6.3 Building electrical service to be secondary, metered by the
                  utility company.

            2.6.4 TV cable will be available by 1" conduit to building.

      2.7   Concrete

            2.7.1 Site concrete will consist of those items shown on the
                  drawings.

            2.7.2 Sidewalk(s) will be provided as indicated on the drawings and
                  will be 4" thick.

            2.7.3 All sidewalks abutting paving will have a 6" raised face.

            2.7.4 The concrete mix will be designed to accomplish a strength of
                  3500 PSI at a 28 day test and will include air entrainment.

            2.7.5 Drive approach area(s) will be completed as shown and will be
                  constructed in accordance with the requirements of the
                  governing agencies having jurisdiction.

            2.7.6 All exterior flat slabs will be steel troweled and then
                  finished with a broom finish.

      2.8   Asphalt Paving and Concrete Drive

            2.8.1 Asphalt paving for on-site traffic and parking areas will be
                  provided as shown on the drawings.

            2.8.2 Car parking areas and drive will consist of 3" asphalt wearing
                  surface on a 8" thick compacted stone.

                                        4
<PAGE>

                                  EXHIBIT A-2

            2.8.3 Parking areas will be completed with painted striping as shown
                  on the parking plan.

            2.8.4 No asphalt curbs or car bumpers are included.

3.    CONCRETE WORK

      3.1   Foundations

            3.1.1 Reinforced concrete foundation work will be completed in
                  accordance with the applicable codes and will accommodate all
                  building live and dead loads.

            3.1.2 Soil bearing pressure at 3' -6" below finish grade will be at
                  least 2000 psf.

            3.1.3 Soil is to be of sufficient cohesiveness to permit soil
                  forming where appropriate.

            3.1.4 Concrete strength will be 3000 PSI per drawings at 28 days.

      3.2   Interior Flatwork

            3.2.1 Interior flatwork is included for the completion of all
                  concrete slabs on grade, supported slabs

            3.2.2 The Office Area floor slab on grade will be 4" thick, and
                  reinforced with (1) layer of 6 x 6 No. 10 wire mesh with steel
                  troweled finish.

            3.2.3 Concrete strength to be 3000 PSI per drawings at 28 days.

            3.2.4 Control joints will be provided as required by American
                  Concrete Institute requirements.

            3.2.5 Perimeter insulation consisting of 2" thick x 24" wide rigid
                  board insulation will be laid flat below floor slabs at all
                  exterior walls.

4.    MASONRY

      4.1   Exterior Masonry

            4.1.1 The exterior of the building will be 100% 4" thick face brick
                  backed up with 8" concrete block.


                                        5
<PAGE>

                                  EXHIBIT A-2

5.    METALS

      5.1   Structural Steel

            5.1.1 The structural framing system will consist of suitably sized
                  beams, columns, bar joists and metal deck to accommodate the
                  loading as previously noted.

      5.2   Miscellaneous Metals

            5.2.1 Miscellaneous metal items are to be provided where
                  necessary and are to include the following: roof
                  screens.

6.    WOOD LAMINATES

      6.1   Rough Carpentry and Wood Doors

            6.1.1 Wood nailers and pressure treated blocking materials are to be
                  installed for the membrane roof areas.

      6.2   Millwork and Laminates

            6.2.1 Cabinets, shelving, millwork and laminates are to be provided
                  where shown on the drawings or finish schedule and as
                  described here. Approximately 27' lineal feet of white base
                  and upper cabinets are included by Space Metrics (residential
                  line). Laminate colors are to be the same as existing
                  buildings.

7.    THERMAL AND MOISTURE PROTECTION

      7.1   Roofing

            7.1.1 The roofing system will be a single-ply membrane roof
                  ballasted as installed over rigid insulation.

            7.1.2 A standard sheet membrane similar or equal to that as
                  manufactured by Goodyear or Firestone or equal - .45 mil
                  thickness

            7.1.3 Roof insulation will be provided as required for an overall R
                  value of 20 using one layer of insulation.

            7.1.4 All required cants, flashings, copings and trims will be
                  provided.

            7.1.5 Roof area walk pads are not included.



                                        6
<PAGE>

                                  EXHIBIT A-2

            7.1.6 The roof system will include a manufacturer's and roofing
                  contractor's 10-year written warranty.

8.    DOORS, WINDOWS AND GLASS

      8.1   Hollow Metal

            8.1.1 Hollow metal doors and frames will be provided in all masonry
                  walls.

            8.1.2 All frames will be fabricated of 16 gauge, steel welded jambs
                  and head pieces.

            8.1.3 All steel doors will be of a 3'-0 x 1 3/4" thick unless noted
                  otherwise, and are to be constructed of 18 gauge steel.

            8.1.4 All doors are to be complete with hardware sets appropriate
                  for the use of each door as required.

            8.1.5 All exterior doors will be insulated with thresholds and
                  weatherstripping.

            8.1.6 All interior office doors will be 3'-0 x 7'0", 1 3/4' thick,
                  solid core, prefinished veneer doors (54).

            8.1.7 All wood doors are to be installed in hollow metal door
                  frames.

            8.1.8 Hardware to be 80% passages sets, and 20% locksets, lever
                  type.

      8.2   Finish Hardware

            8.2.1 Finish hardware is included for hollow metal and wood door
                  hardware sets, using aluminum color, Schlage "D" series.

      8.3   Aluminum Frames, Doors and Windows

            8.3.1 Exterior windows (banding the perimeter of the building) of
                  the Office Area will be the same as Devonshire Corp. Centre I,
                  i.e., bronze tinted.

            8.3.2 Aluminum framing for the window system to be a nominal 2" x
                  4", bronze anodized finish with thermal breaks for maximum
                  energy efficiency.

            8.3.3 Glass inserts will be safety glazing where required by local
                  code.



                                        7
<PAGE>

                                   EXHIBIT A-2

           8.3.4 Aluminum doors and frames will utilize manufacturer's standard
                  surface mounted hardware.

9.    FINISHES

      9.1   Drywall

            9.1.1 Interior partitions of the Office Areas will be constructed of
                  ceiling height metal stud framing at 24" on center and 5/8"
                  thick gypsum drywall approximately 1,648 lineal feet.

      9.2   Acoustical Ceiling

            9.2.1 Acoustical ceilings to be 2x2 Tegular suspended system ceiling
                  throughout at 9 ft. +/- from finished floor.

      9.3   Resilient Flooring

            9.3.1 Floor in the storage, printer/copier, mail room and breakroom
                  areas will be finished with a 1/8" thick commercial quality
                  resilient tile flooring (approximately 1,325 sq. fi.)

            9.3.2 All areas which are to be finished with resilient tile will be
                  trimmed out and completed with a standard, 4" high, curved
                  base.

      9.4   Carpet and Floor Covering

            9.4.1 Carpet I - All private offices consisting of approximately
                  5,091 sq. ft. will receive tufted cut pile 42 oz. carpet.
                  Carpet will be Shaw Commercial Carpets Bay Hill II 50428
                  direct glue with top set carpet base.

            9.4.2 Carpet II - Small conference rooms, open office, library and
                  training will receive Graphic Loop Pile 30 oz. Shaw Commercial
                  Carpets Wild Creek 50639 direct glue with top set carpet base
                  approximately 16,692 sq. ft:.

            9.4.3 Ceramic Tile - All restrooms will receive 1" x 1" unglazed
                  floor tile by Dal-Tile approximately 660 sq. ft.

            9.4.4 Raised Access Flooring - Data room to receive Tate Access
                  Flooring or equal stringer type one foot above slab with 200
                  lbs/psf approximately 1,232 sq. ft.



                                        8
<PAGE>

                                  EXHIBIT A-2

      9.5   Painting

            9.5.1 Interior drywall surfaces throughout area to be finished with
                  one (1) application of primer and one (1) finish coat of latex
                  paint, eggshell finish.

            9.5.2 Hollow metal doors and exposed miscellaneous steel items will
                  be finish painted with one (1) coat of semi-gloss alkyd enamel
                  paint over shop applied primer.

            9.5.3 Interior carpentry items that are not factory finished will be
                  finished with one (1) coat of stain and two (2) finish
                  applications of stain finish polyurethane.

            9.5.4 Interior surfaces of exposed structural steel (shop primed
                  grey) and metal deck (manufacturer grey).

            9.5.5 Wall covering #1 54" wide fabric by Maharam Tek
                  wall/4 or 5 approximately 936 sq.  ft.  in meeting
                  room

            9.5.6 Wall covering #2 Vinyl wall covering 20 oz./lineal
                  yard by Genon approximately 1,656 sq.  ft.  in
                  restrooms only.

            9.5.7 Wall covering #3 Wall carpet wainscoat (4' high) in print room
                  Vertex 24 oz. (30 lineal foot).

            9.5.8 All window openings shall be fitted with horizontal mini
                  blinds, to match mullion color.

10.   MISCELLANEOUS SPECIALITIES

      10.1  Toilet Partitions

            10.1.1  Toilet partitions and urinal screens will be provided as
                    shown or as required by code and where applicable, will
                    conform to the State's Barrier Free Access requirements.

            10.1.2  Partitions will be floor mounted and overhead braced urinal
                    screens will be wall hung.

            10.1.3  Partition panels will be flush metal type with baked enamel
                    finish.

      10.2  Toilet Accessories

            10.2.1 36" mirrors are to be provided at each vanity.


                                        9
<PAGE>

                                  EXHIBIT A-2

            10.2.2  Grab bars are to be provided in each handicap accessible
                    toilet compartment.

            10.2.3  Double roll toilet paper dispensers are to be provided
                    within each toilet compartment.

11.   MECHANICAL

      11.1  Plumbing

            11.1.1  The office, break and restroom areas domestic plumbing
                    system is to consist of the following fixtures and accessory
                    type items per drawings.

                    Water closets

                    Wall-hung lavatories with standard faucet code approved

                    One (1) floor level mop basin with utility type faucet

                    Stainless steel kitchen sinks for break room
                    counter-top and coffee area counter

                    (1) water heater with recirculation loop

                    (2) electric water coolers

                    Four (4) toilet area floor drains

                    Domestic, water and sanitary piping system as specified

                    Gas piping system as specified

            11.1.2  The plumbing work for the entire facility is to conform to
                    the following per drawings:

                    Plumbing fixtures to be similar or equivalent to those as
                    manufactured by Kohier, American Standard or Eljer.

                    Floor drains to be similar or equivalent to those as
                    manufactured by Wade, Josam or Zurn.

                    Water heater(s) to be similar or equivalent to
                    those as manufactured by Lochinvar or A. O. Smith

                    Water cooler(s) to be similar or equivalent to
                    those as manufactured by Oasis, Coroley or Halsey
                    Taylor



                                       10
<PAGE>

                                  EXHIBIT A-2

                    Gas piping is to be extended from a utility company supplied
                    meter.

                    Work is to be completed in a neat, workmanlike manner.

                    All services are to be made complete and functional with
                    final connections having been made to existing utilities.

                    Miscellaneous piping and other items of work as might be
                    required to complete the plumbing system will be provided.

                    Sanitary sewer system is to be complete with fixtures as
                    noted, underground piping and venting.

      11.2  Heating, Ventilating and Air Conditioning

            11.2.1  Design parameters for the office area heating, ventilation
                    and air condition (HVAC) systems are as per specs:

                    Heat to 72 degree Fahrenheit (F) dry bulb inside with 0
                    degree F outside.

                    Cool to 75 degree F dry bulb inside at 95 degree F
                    outside

                    All ventilation to be in accordance with ASHRAE standards.

            11.2.2  The description for the heating, ventilation and air
                    conditioning systems is as follows per specs:

                    The office area HVAC equipment will be packaged roof mounted
                    heating (gas fire electronic starters) and air conditioning
                    unit(s) which sit on pre-fabricated roof curbs. The system
                    will be complete with programmable room thermostats, and
                    economizer cycle (on units larger than five (5) ton
                    capacity). The units will supply conditioned air through
                    overhead supply ductwork which will discharge into the
                    office area through ceiling mounted diffusers.

                    The toilet areas will be provided with an air exhaust system
                    to conform to local code requirements. Additionally,
                    conference and lunch rooms will be provided with air exhaust
                    system(s) complete with wall mounted switch(s) to facilitate
                    intermittent use.



                                       11
<PAGE>

                                  EXHIBIT A-2

            11.2.3  The HVAC equipment and materials will be selected from the
                    following:

                    The packaged roof-top conditioning unit with accessories
                    shall be Trane or equal.

      11.3  FIRE PROTECTION

            11.3.1  Design parameters for the fire protection system are based
                    on the following:

                    The Office area fire protection system design is based upon
                    use of noncombustible roofing and a Light Hazard Occupancy
                    as specified.

                    There shall be sprinklers throughout the building. The
                    system for the Data Center Area shall be pre-action type.

            11.3.2  General notes for clarifying the fire protection system
                    design are as follows:

                    The municipal water supply (flow and pressure) is assumed to
                    be adequate and available.

                    This proposal provides for the fire protection work as
                    outlined per specs.

                    This proposal has no provision for a ground storage tank.

                    This proposal is based on workmanship and methods which
                    conform to N.F.P.A criteria and for system design parameters
                    as noted.

                    Sprinkler heads to be aligned within industry standards but
                    will not necessarily be centered in the ceiling tiles.

            11.3.3  The equipment and materials for the fire protection system
                    will consist of the following:

                    Provide a wet type of automatic spray sprinkler system with
                    Distribution piping, sprinkler heads and automatic sprinkler
                    riser riser(s) as required.

                    Provide check valves, fire department connections, flow
                    switch flow switch alarms, inspector test connections as
                    required for a complete and operable system.



                                       12
<PAGE>

                                  EXHIBIT A-2

                    Computer Room to be equipped with independent pre-action
                    Suppression system and shall be a wet system.

12.   ELECTRICAL

      12.1  Service and Distribution

            12.1.1  The incoming secondary electrical service work will include
                    conduit, panel, switchgear and cable work.

            12.1.2  One (1) 1200 amp 277/480 volt, three-phase, secondary
                    service switchboard will be provided, installed and
                    energized.

            12.1.3  One 750 KW 480V Cumins diesel generator with (1) 400 amp and
                    (1) 600 amp transfer switch.

      12.2  Lighting

            12.2.1  In the general and private office areas, lighting to be
                    through the use of 2'-0" x 4'-0" recessed, commercial
                    fluorescent fixtures, lay-in type with 3 tube white deep
                    cell lens with electronic ballast.

            12.2.2  In the storage, UPS room, copier room, janitor room and
                    breakroom, lighting to be through the use of 2'-0" x 4'-0"
                    recessed, commercial fluorescent fixtures, lay-in type with
                    prismatic lens (25 total).

            12.2.3  In the conference and training room areas, lighting to be
                    through the use of 2'-0" x 4'-0" recessed, commercial
                    fluorescent fixtures, lay-in type with paracube lens, to
                    give 75 foot candles. (14) recessed incandescent fixtures
                    75R20 Lightolier or equal.

            12.2.4  Provide and install necessary emergency battery operated
                    (dual lamp) packs for lighting on night light circuits in
                    the office areas as required.

            12.2.5  Provide exit lighting as required by code.

      12.3  Convenience Outlets

            12.3.1  Each private office shall have one (1) quadraplex and two
                    (2) duplex outlets.



                                       13
<PAGE>

                                  EXHIBIT A-2

            12.3.2  System furniture will have one junction box per four (4)
                    cubicles with the following circuit configuration:

                    31 connections to cubicles.  Whips furnished by ITDS.

                    One 20-amp dedicated circuit per junction box.

                    Three 20-amp circuits per (2) junction boxes.

      12.4  Miscellaneous Electrical

            12.4.1  Provide power wiring for HVAC equipment as outlined under
                    mechanical trades per drawings.

            12.4.2  Provide telephone data outlets and conduit stubs into
                    ceiling area.

            12.4.3  Provide (1) 150 KVA UPS system 488/208 and associated wiring
                    for computer room panels.

      12.5  Site and Exterior Electrical

            12.5.1  Provide lighting for the parking lot similar to previous two
                    buildings.

      12.6  General Notes

            12.6.1  The electrical work as described is further clarified
                    through the following notes:

                    All the above provisions include labor and material for a
                    complete electrical installation, done in a neat,
                    workmanlike manner.

                    All electrical work shall conform to the current edition of
                    the National Electrical Code and Local Code where
                    applicable.

                    Footcandle figures given are intended to represent
                    approximate average intensities based on the lumen or zonal
                    cavity method of calculation and area based on an open area
                    with no obstructions (machines, equipment, racks, bins,
                    etc.).

                    Each private office, systems cubicle and all other rooms
                    shall have (1) telephone and data outlet per space. All
                    systems furniture will be floor fed through conduits where
                    they are not adjacent to convenient walls or columns.



                                       14
<PAGE>

                                  EXHIBIT A-2

                    Junction boxes and conduit stubs into ceiling areas are to
                    be provided as previously noted for telephone communications
                    data. Telephone incoming cabling, individual telephone sets
                    or wiring telephone communications system is to be provided
                    by the Client.

                    This proposal includes underground conduit from transformer
                    to building. Secondary conduit furnished and installed by
                    utility.

                    This proposal includes provisions for a security system and
                    fire alarm system, with (7) card reader access pads at
                    entrances.

      12.7  Equipment and materials

            12.7.1  The incoming service equipment will be selected from the
                    following:

                    All materials and installation methods to conform to local
                    utility company standards.

                    The electrical switchgear and panels will be similar or
                    equivalent to those as manufactured by Square "D".

                    The following appliances have been included:

                    (1) Microwave
                    (1) Refrigerator
                    (1) Disposal
                    (1) Dishwasher

13.   CLARIFICATIONS, QUALIFICATIONS AND EXCLUSIONS

      13.1  Clarifications

            13.1.1  The amount to be paid for permits, review fees, inspections
                    fees, tap fees, assessment or other municipal fees is
                    included.

            13.1.2  Quality control and testing fees are included in the base
                    proposal.

      13.2  Qualifications

            13.2.1 Materials will be new unless noted otherwise.

            13.2.2  Items and work indicated as being furnished or performed by
                    the Client are not included in the Cost of the Work.



                                       15
<PAGE>

                                  EXHIBIT A-2

            13.2.3  The Contractor will obtain the building permit. The amounts
                    to be paid for permits, inspection fees, assessments, tap-in
                    charges or other municipal fees are included in the Cost of
                    Work.

            13.2.4  The facility will be delivered in a broom-clean condition
                    and all glass will be cleaned.

            13.2.5  Client will be assisted by the Contractor in obtaining the
                    Certificate of Occupancy from the municipality.

            13.2.6  Should conditions be encountered that differ from the basis
                    of preliminary design and result in a change to the Scope of
                    Work, the Client will be responsible for any subsequent
                    changes as might be necessary to be made to the Cost of
                    Work.

            13.2.7  Should a governing body require that changes by made to any
                    phase of the working drawings or specifications as they were
                    prepared from preliminary documents, any additional cost for
                    these changes will be paid for by the Client.

            13.2.8  Building Code conformance for the Scope of Work is
                    anticipated to be governed by Building Officials and Code
                    Administration (BOCA) 1990, the National Electric Code
                    (NEC).

            13.2.9  The Contractor is to assume responsibility for zoning and
                    regulations governing use of the site and building.

            13.2.10 Client to provide and install the systems furniture and its
                    installation.

            13.2.11 A telephone/data wiring allowance of $120,000 has been
                    included.



                                       16
<PAGE>

                                   EXHlBlT A-3

                 ITDS COST ABOVE STANDARD AS OF FEBRUARY 4, 1999

                              2215 Fox Drive/Lot 4

<TABLE>
<S>                                                             <C>      
Electric Throughout and Generator 750 KVA, UPS
      Transfer Switch and All Other Requested
      Equipment as of 11/16/98                                  $ 540,880

Enclosures For Generator, Room for UPS, A/C
      For UPS and Installation                                     67,887

Computer Floor                                                     24,321

Telephone Equipment As Per Jim                                    132,000

Lieberts                                                          112,530

Sprinkler                                                          64,130

Counter, Cabinets, Carpet, Ceramic, Wallcovering                   38,115

TOTAL COST ABOVE STANDARD                                       $ 979,863

            Less $8 per foot buildout allowance                  -200,000
                                                                 --------

AMOUNT LESSEE TO PAY DIRECTLY TO PAR 3
DEVELOPMENT, L.L.C.  FOR COST ABOVE STANDARD                   $ 779,863*
</TABLE>

*Payments to be made within 30 days after receipt of invoice for work completed:


<PAGE>

                                   EXHIBIT B

                            [Diagram of property lot]



<PAGE>

                                   EXHIBIT C

                                   (Optional)

                             Change Order No ______

This Change Order is made this ___ day of ________________, 19___, by and
between PAR 3 DEVELOPMENT, L.L.C., an Illinois limited liability company, and
____________________. The parties agree that the following (change, addition,
deletion) shall be made to the tenant improvements located in Suite   in the
building at _____________, Champaign, Illinois, 61820:



and that the same shall be done for the sum of _________________________ Dollars
($___________), to be (added to, deleted from) the original contract price of
______________________________ Dollars ($___________).


LESSOR:                                   LESSEE:

PAR 3 DEVELOPMENT, L.L.C.
An Illinois Limited Liability Company

By:   FOX DEVELOPMENT CORPORATION

      An Illinois Corporation
      Its Managing Member

By:   --------------------------------        --------------------------------
      KIM B.  FOX, Its President


<PAGE>

                                   EXHIBIT D

                            FIRST ADDENDUM TO LEASE

THIS FIRST ADDENDUM TO LEASE is made and entered into this 25th day of February,
1999, by and between PAR 3 DEVELOPMENT, L.L.C., an Illinois limited liability
company (hereinafter "Lessor") and ITDS INTELICOM SERVICES, INC., a Delaware
corporation, formerly known as CSC INTELICOM, INC. (hereinafter "Lessee").

WHEREAS, the parties entered into a certain Lease dated September 19, 1996,
concerning the real estate commonly known as 2101 Fox Drive, Champaign, Illinois
(hereinafter the "Lease"); and

WHEREAS, the parties desire to make certain amendments to the Lease.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants
and promises contained herein, the parties hereby agree as follows:

1.    Term.  Section Five of the Lease is hereby amended by deleting it
      in its entirety and inserting in its place the following:

                                  "SECTION FIVE

                                      TERM

      The commencement date of the term of this Lease is November 22, 1996.

      It is the intent of Lessor and Lessee that this Lease terminate on the
      same date as the termination date of that certain Lease dated February
      25th, 1999, by and between Lessor and Lessee concerning the real estate
      commonly known as 2215 Fox Drive, Champaign, Illinois (hereinafter
      referred to as the "2215 Fox Drive Lease"). The termination date of the
      2215 Fox Drive Lease is seven (7) years from the Commencement Date of the
      2215 Fox Drive Lease, as that term is defined in the 2215 Fox Drive Lease.

      In the event Lessee shall have faithfully performed all covenants of this
      Lease and Lessee has exercised Lessee's right to renew the 2215 Fox Drive
      Lease for an additional three (3) year term, Lessor hereby grants Lessee
      the right and option to renew this Lease for thirty-six (36) months, it
      being the intention of Lessor and Lessee that the renewal term under this
      Lease terminate on the same date as the renewal term under the 2215 Fox
      Drive Lease. In the event Lessee desires to renew and extend this Lease it
      shall give Lessor written notice, at least one hundred eighty (180) days
      prior to the expiration of the initial term, of its intent


                                   Page 1 of 2
<PAGE>

      to renew and extend; provided, however, that the following terms and
      conditions shall be applicable to the additional term.

      A.    The provisions of this Lease during said extension period
            shall be the same as provided in this Lease."

2.    No Other Changes. Except as set forth above, no other amendments are made
      to the Lease and the parties hereby acknowledge and agree that the Lease
      remains in full force and effect.

3.    Counterparts.  To facilitate execution, this First Addendum to
       Lease may be executed in as many counterparts as may be required;
      and it shall not be necessary that the signature of, or on behalf
      of, each party, or that the signatures of all persons required to
      bind any party, appear on each counterpart; but it shall be
      sufficient that the signature of, or on behalf of, each party, or
      that the signatures of the persons required to bind any party,
      appear on one or more of such counterparts.  All counterparts
      shall collectively constitute a single document.

4.    Facsimile Signatures.  The parties acknowledge that photocopies
      of this First Addendum to Lease which have been executed by the
      parties hereto or their respective agents shall be binding upon
      the parties as if such photocopies were originals regardless of
      whether such photocopies of this First Addendum to Lease have
      been delivered by personal service, regular mail, facsimile
      transmission or otherwise.  Upon request from any party hereto,
      all other parties agree to execute an original of this First
      Addendum to Lease upon presentation thereof if said document has
      previously been executed and delivered in photocopy form by
      personal delivery, facsimile transmission, regular mail or
      otherwise.

IN WITNESS WHEREOF, the parties have executed this First Addendum to Lease on
the day and year first above written.

LESSOR:                                   LESSEE:

PAR 3 DEVELOPMENT, L.L.C.                 ITDS INTELICOM SERVICES, INC.
An Illinois Limited Liability Company     A Delaware Corporation

By:   Fox Development Corporation
      An Illinois Corporation
      Its Managing Member

By:   /s/ Kim B. Fox                        By:  /s/ Peter L. Masanotti
      --------------------------                 ------------------------------
      Kim B.  Fox, Its President                 Peter L. Masanotti, Its E.V.P.


                                  Page 2 of 2

<PAGE>



                                   EXHIBIT E

                            FIRST ADDENDUM TO LEASE

THIS FIRST ADDENDUM TO LEASE is made and entered into this 25th day of February,
1999, by and between PAR 3 DEVELOPMENT, L.L.C., an Illinois limited liability
company (hereinafter "Lessor") and ITDS INTELICOM SERVICES, INC., a Delaware
corporation, formerly known as CSC INTELICOM, INC. (hereinafter "Lessee").

WHEREAS, the parties entered into a certain Lease dated January 29, 1996,
concerning the real estate commonly known as 2109 Fox Drive, Champaign, Illinois
(hereinafter the "Lease"); and

WHEREAS, the parties desire to make certain amendments to the Lease.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants
and promises contained herein, the parties hereby agree as follows:

1.    Term.  Section Five of the Lease is hereby amended by deleting it
      in its entirety and inserting in its place the following:

                                  "SECTION FIVE

                                      TERM

      The commencement date of the term of this Lease is October 4, 1996.

      It is the intent of Lessor and Lessee that this Lease terminate on the
      same date as the termination date of that certain Lease dated February
      25th 1999, by and between Lessor and Lessee concerning the real estate
      commonly known as 2215 Fox Drive, Champaign, Illinois (hereinafter
      referred to as the "2215 Fox Drive Lease"). The termination date of the
      2215 Fox Drive Lease is seven (7) years from the Commencement Date of the
      2215 Fox Drive Lease, as that term is defined in the 2215 Fox Drive Lease.

      In the event Lessee shall have faithfully performed all covenants of this
      Lease and Lessee has exercised Lessee's right to renew the 2215 Fox Drive
      Lease for an additional three (3) year term, Lessor hereby grants Lessee
      the right and option to renew this Lease for an additional period of three
      (3) years, it being the intention of Lessor and Lessee that the renewal
      term under this Lease terminate on the same date as the renewal term under
      the 2215 Fox Drive Lease. In the event Lessee desires to renew and extend
      this Lease, it shall give Lessor written notice, at least one hundred
      eighty (180) days prior to the expiration of the


                                   Page 1 of 2
<PAGE>

      initial term, of its intent to renew and extend; provided, however, that
      the following terms and conditions shall be applicable to the additional
      term.

      A.    The provisions of this Lease during said three (3) year
            extension period shall be the same as provided in this
            Lease."

2.    No Other Changes. Except as set forth above, no other amendments are made
      to the Lease and the parties hereby acknowledge and agree that the Lease
      remains in full force and effect.

3.    Counterparts.  To facilitate execution, this First Addendum to
      Lease may be executed in as many counterparts as may be required;
      and it shall not be necessary that the signature of, or on behalf
      of, each party, or that the signatures of all persons required to
      bind any party, appear on each counterpart; but it shall be
      sufficient that the signature of, or on behalf of, each party, or
      that the signatures of the persons required to bind any party,
      appear on one or more of such counterparts.  All counterparts
      shall collectively constitute a single document.

4.    Facsimile Signatures.  The parties acknowledge that photocopies
      of this First Addendum to Lease which have been executed by the
      parties hereto or their respective agents shall be binding upon
      the parties as if such photocopies were originals regardless of
      whether such photocopies of this First Addendum to Lease have
      been delivered by personal service, regular mail, facsimile
      transmission or otherwise.  Upon request from any party hereto,
      all other parties agree to execute an original of this First
      Addendum to Lease upon presentation thereof if said document has
      previously been executed and delivered in photocopy form by
      personal delivery, facsimile transmission, regular mail or
      otherwise.

IN WITNESS WHEREOF, the parties have executed this First Addendum to Lease on
the day and year first above written.

LESSOR:                             LESSEE:

PAR 3 DEVELOPMENT, L.L.C.           ITDS INTELICOM SERVICES, INC.
An Illinois Limited Liability       A Delaware Corporation
Company

By:   Fox Development Corporation
      An Illinois Corporation
      Its Managing Member

By:   /s/ Kim B. Fox                       By  /s/  Peter L. Masanotti
     ---------------------------               -------------------------------
      Kim B.  Fox, Its President                Peter L. Masanotti, Its E.V.P.


                                  Page 2 of 2
<PAGE>


                                   EXHIBIT F

                             FIRST ADDENDUM TO LEASE

THIS FIRST ADDENDUM TO LEASE is made and entered into this 25th day of February,
1999, by and between PAR 3 DEVELOPMENT, L.L.C., an Illinois limited liability
company (hereinafter "Lessor") and ITDS INTELICOM SERVICES, INC., a Delaware
corporation, formerly known as CSC INTERCOM, INC. (hereinafter "Lessee").

WHEREAS, the parties entered into a certain Lease dated September 19, 1996,
concerning the real estate commonly known as 2201 Fox Drive, Champaign, Illinois
(hereinafter the "Lease"); and

WHEREAS, the parties desire to make certain amendments to the Lease.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants
and promises contained herein, the parties hereby agree as follows:

1.    Term.  Section Five of the Lease is hereby  amended by deleting it
      in its entirety and inserting in its place the following:

                                 "SECTION FIVE

                                      TERM

      The commencement date of the term of this Lease is October 4, 1996.

      It is the intent of Lessor and Lessee that this Lease terminate on the
      same date as the termination date of that certain Lease dated February
      25th, 1999, by and between Lessor and Lessee concerning the real estate
      commonly known as 2215 Fox Drive, Champaign, Illinois (hereinafter
      referred to as the "2215 Fox Drive Lease"). The termination date of the
      2215 Fox Drive Lease is seven (7) years from the Commencement date of the
      2215 Fox Drive Lease, as that term is defined in the 2215 Fox Drive Lease.

      In the event Lessee shall have faithfully performed all covenants of this
      Lease and Lessee as exercised Lessee's right to renew the 2215 Fox Drive
      Lease for an additional three (3) year term, Lessor hereby grants Lessee
      the right and option to renew this Lease for thirty-six (36) months, it
      being the intention of Lessor and Lessee that the renewal term under this
      Lease terminate on the same date as the renewal term under the 2215 Fox
      Drive Lease. In the event Lessee desires to renew and extend this Lease it
      shall give Lessor written notice, at least one hundred eighty (180) days
      prior to the expiration of the initial term, of its intent to renew and
      extend; provided, however, that the following terms and conditions shall
      be applicable to the additional term.


                                  Page 1 of 2
<PAGE>


      A.    The provisions of this Lease during said extension period
            shall be the same as provided in this Lease."

2.    No Other Changes. Except as set forth above, no other amendments are made
      to the Lease and the parties hereby acknowledge and agree that the Lease
      remains in full force and effect.

3.    Counterparts.  To facilitate execution, this First Addendum to
      Lease may be executed in as many counterparts as may be required;
      and it shall not be necessary that the signature of, or on behalf
      of, each party, or that the signatures of all persons required to
      bind any party, appear on each counterpart; but it shall be
      sufficient that the signature of, or on behalf of, each party, or
      that the signatures of the persons required to bind any party,
      appear on one or more of such counterparts.  All counterparts
      shall collectively constitute a single document.

4.    Facsimile Signatures.  The parties acknowledge that photocopies
      of this First Addendum to Lease which have been executed by the
      parties hereto or their respective agents shall be binding upon
      the parties as if such photocopies were originals regardless of
      whether such photocopies of this First Addendum to Lease have
      been delivered by personal service, regular mail, facsimile
      transmission or otherwise.  Upon request from any party hereto,
      all other parties agree to execute an original of this First
      Addendum to Lease upon presentation thereof if said document has
      previously been executed and delivered in photocopy form by
      personal delivery, facsimile transmission, regular mail or
      otherwise.

IN WITNESS WHEREOF, the parties have executed this First Addendum to Lease on
the day and year first above written.

LESSOR:                             LESSEE:

PAR 3 DEVELOPMENT, L.L.C.           ITDS INTELICOM SERVICES, INC.
An Illinois Limited Liability       A Delaware Corporation
Company
By:   Fox Development Corporation
      An Illinois Corporation
      Its Managing Member

By: /s/  Kim B. Fox                     By: /s/  Peter L. Masanotti
    -------------------------               ------------------------
    Kim B. Fox, Its President               Peter L. Masanotti, Its E.V.P.


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