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                              COCONUT GROVE BANK

                           BUILDING LEASE AGREEMENT

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LANDLORD                  THIS AGREEMENT, entered into this ____________ day of
                  June 1999, A.D., between COCONUT GROVE BANK, a Florida
                  Banking Corporation, hereinafter referred to as "Landlord",
                  and

                       AFFILIATED NETWORKS, INCORPORATED
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TENANT            hereinafter referred to as "Tenant".

                             W I T N E S S E T H:


PREMISES                  THAT THE Landlord does this day lease unto Tenant that
                  certain space (approximately 7592 square feet), as shown
                  outlined on the plan attached hereto as Schedule "A" on the
                  3rd, 4th, 5th (XX) floors of the building, hereinafter
                  referred to as "Building", known as COCONUT GROVE BANK
                  BUILDING located at 2701 South Bayshore Drive, Miami, Dade
                  County, Florida, to be used and occupied by tenant as
                  administrative space and for no other purposes or uses
                  whatsoever.

TERM                          TO HAVE AND TO HOLD said premises for the term of
                  Five 5 years, beginning 1 July 1999 and ending 30 June 2004
                  at and for the agreed total base rental of

BASE                         See Attached SCHEDULE "B"                Dollars
RENTAL            ---------------------------------------------------
                  ($           ), payable as follows: Equal monthly payments of
                  _____________________________________________________ Dollars
                  ($           ), plus applicable sales taxes and additional
                  rent as $__________ as provided herein, if any. All payments
                  are to be made in legal tender of the United States of
                  America to COCONUT GROVE BANK on the first day of each and
                  every month in advance without demand


             SEE ATTACHED SCHEDULES "A-1" thru "A-3" - FLOOR PLANS
                           SCHEDULE "B" -.RENTAL RATE



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                  at "Building" Manager's office, 2701 South Bayshore Drive,
                  Miami, Dade County, Florida, or such other place as Landlord
                  may designate in writing, the first such monthly rental
                  payment to be made simultaneously with the execution of this
                  lease.

                  IT IS FURTHER STIPULATED AND COVENANTED BY AND BETWEEN THE
                  PARTIES HERETO AS FOLLOWS:

COMMENCEMENT      The lease period shall begin when improvements for Tenant, in
                  accordance with specifications agreed upon in writing by
                  Landlord and Tenant, which are the responsibilities of the
                  Landlord, are complete and the offices ready for occupancy.
                  Rent payments shall not be delayed due to the fault of the
                  Tenant or failure to complete improvements ordered by the
                  Tenant for its own use. If the term of this lease shall begin
                  during a calendar month, then the rent for such portion of
                  the particular calendar month at the beginning of the term
                  shall be apportioned and paid on the basis of a month of
                  thirty (30) days. Any credit due Tenant as a result of such
                  apportionment and its payment of the first monthly payment
                  shall be credited against the second monthly payment.


SECURITY          Tenant, concurrently with the execution of this lease, has
                  deposited with the Landlord, unless otherwise expressly
                  stated herein, a sum equal to one monthly rental payment
                  exclusive of sales tax, the receipt of which is hereby
                  acknowledged by Landlord, which sum shall be retained by
                  Landlord as security for the payment by Tenant of the rents
                  herein agreed to be paid by Tenant and for the faithful
                  performance by Tenant of the terms and covenant of this
                  lease. It is agreed that Landlord, at Landlord's option, may
                  at any time apply said sum or any part thereof toward the
                  payment of the rents and all other sums payable by Tenant
                  under this lease, and towards the performance of each and
                  every Tenant's covenants under this lease, but shall thereby
                  be discharged only pro tanto: That Tenant shall remain liable
                  for any amounts that such sum shall be insufficient to pay;
                  that Landlord may exhaust any or all rights and remedies
                  against Tenant before resorting to said sum, but nothing
                  herein contained shall require to be deemed to require
                  Landlord, so to do; that, should this lease be faithfully
                  performed by Tenant, this deposit shall be returned by
                  Landlord to Tenant within ten (10) days after the expiration
                  of the term of this lease. Landlord shall not be required to
                  pay Tenant any interest on said security deposit. Landlord
                  shall not be required to hold said security funds in a
                  segregated account.

BUILDING          Building will be open to the public Monday through Friday of
ACCESS            each week from 7:00 A.M. until 10:30 P.M. Entrance is
                  available at both the first and second floor levels with the
                  following exceptions: The second floor entrance will be open
                  and under the control of a uniformed security guard from 5:30
                  P.M. until midnight, Monday through Friday; and on Saturdays
                  and Sundays from 9:00 A.M. until 5:00 P.M. The entrance on
                  the first floor will be closed from 6:00 P.M. until 6:30 A.M.
                  and all day on Saturday and Sunday. All persons entering
                  the building during the time that the building is under
                  security guard will have to show identification and sign the
                  Visitor's Log under the supervision of the security guard.
                  All persons leaving the building while the building is under
                  the control of the security guard will have to sign out.
                  Tenant may arrange to open building



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                  beyond the above hours by giving twenty-four (24) hours
                  advance written notice to the Building Manager and payment to
                  Landlord the cost of additional security guard service. At
                  all times other than stated above, including Sundays and
                  Holidays and the Monday following Christmas and New Years,
                  when Christmas and New Years fall on Sunday, the Building
                  will be under ADT electronic surveillance and closed to all
                  persons. The above-referenced Holidays are: Christmas Day,
                  New Year's Day, Memorial Day, Fourth of July, Labor Day and
                  Thanksgiving Day. When Christmas Eve and New Year's Eve fall
                  on a week day the building will close at 5:00 P.M. When
                  Christmas Eve and New Year's Eve fall on Saturday or Sunday
                  the building will be closed to all persons on those days.

                  It shall be the responsibility of the Tenant to arrange for
                  all of its employees and/or invitees to be out of the
                  building prior to the building being placed under ADT
                  electronic surveillance. Landlord shall have no
                  responsibility to any Tenant, Tenant's employees or invitees
                  in the event said party or persons should fail to leave the
                  building prior to the time the ADT electronic surveillance is
                  placed in effect and Tenant agrees to indemnify and save
                  harmless Landlord from any claim or suit against Landlord in
                  such event.

                  Landlord reserves the right to issue identification passes
                  and require the same for admission to the building while
                  under security guard. It is expressly understood by Tenant
                  that guard and/or ADT service is provided for the protection
                  of the banking facilities located in the Building. Landlord
                  shall have no responsibility to Tenant to provide such
                  service and may discontinue same at any time. Landlord shall
                  have no responsibility to Tenant, its employees and/or
                  invitees for loss or damage to person or property caused by
                  theft, vandalism, or other cause or causes.


SERVICES          Landlord will furnish Tenant, while occupying the premises,
FURNISHED         water--cold and refrigerated--at those points of supply
BY                provided for general use of its Tenants, electricity for
LANDLORD          lighting and office use, lavatory and toilet facilities,
                  automatic self-operated elevators, reasonable cleaning
                  services once each day, Monday through Friday (except
                  Holidays as above defined) (Provided that the premises are
                  kept in order by Tenant and that same are available for
                  cleaning after 5:30 P.M. of each day) and air conditioning
                  (cooling) from 7:00 A.M. to 8:00 P.M. on weekdays and from
                  9:00 A.M. to 5:00 P.M. on Saturdays and Sundays. If Tenant
                  requires air conditioning at other hours, written notice
                  twenty-four (24) hours in advance shall be given by Tenant to
                  Landlord and Tenant will be billed for such use at the rate
                  of Twenty Five Dollars ($25.00) per hour. The Tenant will not
                  install or maintain electrically operated equipment or other
                  machinery except light office machines normally used without
                  first obtaining the written consent of the Landlord and such
                  consent of Landlord may be conditioned upon payment by Tenant
                  of additional rent. Any electrical or computer equipment
                  which, together with Tenant's other electrically operated
                  equipment, requires in excess of 20 ampere - 220 volt
                  service shall not be installed without the prior written
                  approval of the Landlord (this also includes photo
                  processing and printing equipment). Likewise, if a Tenant
                  requires excess use of water, such use shall be conditioned
                  upon written consent of the Landlord and additional rent as
                  compensation for such excess use. Failure by Landlord to any
                  extent to furnish, or any stoppage of, these defined
                  services resulting from causes beyond the control of Landlord
                  shall not render Landlord liable in any respect for damages
                  to either person or property, nor be construed as an eviction
                  of Tenant, nor work any abatement of rent nor relieve Tenant
                  from fulfillment of any covenant or agreement hereof.



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                  Should any equipment or machinery break down or for any cause
                  cease to function properly, Landlord shall use reasonable
                  diligence to repair the same promptly but Tenant shall have
                  no claim for rebate of rent or damages on account of any
                  interruptions in service occasioned thereby or resulting
                  therefrom.

                  Any charges against Tenant by Landlord for additional
                  services or work done by order of the Tenant, or otherwise
                  accruing under this lease, shall be considered as rent due
                  and shall be included in any lien for rent.

PARKING           In addition to the premises described herein, the Tenant
                  shall be entitled to the use of THIRTY-FIVE (35) parking
                  spaces on the premises, the location of which, shall be
                  assigned by the Landlord. If there are unassigned spaces in
                  the designated employee parking areas, the same may be used by
                  the Tenant until assigned specifically by the Landlord to
                  another Tenant. Tenant acknowledges that there will be a
                  designated area of visitor parking and agrees not to park
                  in said area so designated or permit any of its employees to
                  park in said area or areas.

                  Parking in front of the building on the East side and on the
                  North side of the second level parking area will be limited
                  to fifteen (15) minutes and/or thirty (30) minutes, as
                  marked. These areas will be patrolled and cars subject to
                  violation will be towed away at car owner's or operator's
                  expense. The aforesaid parking is provided for the
                  convenience of Tenants and guests or customers of Tenants and
                  shall be used at the risk of Tenants, its guests or
                  customers. The Landlord accepts no responsibility for injury,
                  damage or loss of any automobiles, while in the parking
                  facility provided for the Tenant in connection with the
                  premises. Persons using the parking facility and adjacent
                  area thereto use same at their own risk, and the Landlord
                  accepts no responsibility whatsoever for any injury to any
                  person in the parking facility or any other part or portion
                  of the premises, office building, or any adjacent area
                  thereto, whether under the control of the Landlord or some
                  third party. The Landlord accepts no responsibility for the
                  regulation of the parking area nor for persons who improperly
                  park automobiles in spaces assigned to another Tenant or
                  operate automobiles in an improper manner. Landlord is under
                  no obligation to provide a parking attendant or doorman, and
                  is under no obligation to provide security for automobiles
                  parked in the parking facility.

ASSIGNMENT        Tenant will not assign this lease or allow the same to be
   OR             assigned by operation of law or otherwise, or sublet the
SUBLETTING        demised premises, or any part thereof, or use or permit the
                  same to be used for any other purpose than as above
                  stipulated, unless authorized by landlord; said authorization
                  will not be unreasonably withheld.


REPAIRS           Tenant will, at Tenant's own cost and expense, repair or
  AND             replace any damage or injury done to the building, or any
RE-ENTRY          part thereof, caused by Tenant or Tenant's agents, employees,
                  invitees, or visitors. If Tenant fails to make such repairs
                  or replacements ,promptly, or within fifteen (15) days of
                  occurrence, Landlord may, at its option, make such repairs
                  or replacements and Tenant shall repay the cost thereof to
                  Landlord on demand. Tenant will not commit or allow any waste
                  or damage to be committed on any portion of the demised
                  premises, and shall, at the termination of




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                  this lease, by lapse of time or otherwise, deliver up said
                  premises to Landlord in as good condition as at date of
                  possession of Tenant, ordinary wear and tear and damage by
                  fire or windstorm alone excepted, and, upon such termination
                  of lease, Landlord shall have the right to re-enter and resume
                  possession of the demised premises.

ALTERATIONS       Tenant will not make or allow to be made any alterations or
ADDITIONS OR      physical additions in or to the demised premises without
IMPROVEMENTS      written consent of Landlord first had and obtained. Any and
                  all such alterations, physical additions or improvements when
                  made to the demised premises by Tenant shall be at the
                  Tenant's cost and expense. Any and all such alterations,
                  physical additions or improvements except removable fixtures
                  or furniture of the Tenant shall at once become the property
                  of the Landlord and shall be surrendered to the Landlord
                  upon the termination in any manner, of this lease.


LAWFUL            Tenant will not occupy or use, or permit any portion of the
USE AND           demised premises to be occupied or used for any business or
VIOLATIONS        purpose which is unlawful in part or in whole or deemed to be
OF                disreputable in any manner, or extra hazardous, or permit
INSURANCE         anything to be done which will in any way increase the rate
COVERAGE          of insurance on said building and/or its contents.

LAWS AND          Tenant will keep and maintain the demised premises in a clean
REGULATIONS       and healthful condition and comply with all laws, ordinances,
                  orders, rules and regulations (State, Federal, Municipal and
                  other agencies or bodies having any jurisdiction thereof,
                  including rules, orders and regulations of the Southeastern
                  Underwriters Association for the prevention of fires), with
                  reference to use, conditions or occupancy of the demised
                  premises.

RULES OF          Tenant and Tenant's agents, employees, invitees and visitors
BUILDING          will comply fully with all requirements of rules of the
                  building which are attached hereto and made a part hereof as
                  though fully set out herein. Landlord shall at all times have
                  the right to change such rules and regulations or to amend
                  them in any reasonable manner as may be deemed advisable by
                  Landlord for the safety, care and cleanliness of the demised
                  premises and for preservation of good order therein, all of
                  which changes and amendments will be sent by Landlord to
                  Tenant in writing and shall be thereafter carried out and
                  observed by Tenant.

ENTRY FOR         Tenant will permit Landlord or its officers, agents or
REPAIRS AND       representatives the right to enter into and upon any and all
INSPECTION        parts of the demised premises, at all reasonable hours to
                  inspect same or clean or make repairs or alterations or
                  additions as Landlord may deem necessary or desirable and
                  Tenant shall not be entitled to any abatement or reduction
                  of rent by reason thereof.


NUISANCE          Tenant will conduct his business, and control his agents,
                  employees, invitees and visitors in such a manner as not to
                  create any nuisance, or interfere with, annoy, or disturb
                  any other Tenant or Landlord in its management of the
                  building.



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CONDEMNATION      In the event the whole or any part of the building other than
                  a part not interfering with the maintenance or operation
                  thereof shall be taken or condemned for any public or
                  quasi-public use or purpose, the Landlord may at its option
                  terminate this lease from the time title to or right to
                  possession shall vest in or be taken for such public or
                  quasi-public use or purpose, and the Landlord shall be
                  entitled to any and all income, rent, awards or any interest
                  therein whatsoever which may be paid or made in connection
                  therewith.

LOSS OR           Landlord shall not be liable or responsible for any loss or
DAMAGE            damage to any property or person occasioned by theft, fire,
                  act of God, public enemy, injunction, riot, strike,
                  insurrection, war, Court order, requisition or order of
                  governmental body or authority, or other matter beyond the
                  control of Landlord, or for any damage or inconvenience which
                  may arise through repair or alteration of any part of the
                  building or failure to make any such repairs or from any
                  cause whatever unless caused solely by Landlord's negligence.

LIEN FOR          In consideration of the mutual benefits arising under this
RENT              contract, Tenant does hereby pledge and assign unto Landlord
                  all property of Tenant now or hereafter placed in or upon the
                  demised premises (except such part of any property as may be
                  exchanged or replaced from time to time in its ordinary
                  course of operations), and such property is hereby subjected
                  to a lien in favor of Landlord and shall be and remain
                  subject to such lien of Landlord for payment of all rents and
                  other sums agreed to be paid by Tenant herein. Said liens
                  shall be in addition to and cumulative of the Landlord's
                  liens provided by law.

ABANDONMENT       If the Tenant shall abandon or vacate said premises before
                  the end of the term of this lease, or shall suffer the rent
                  to be in arrears, the Landlord may, at its option, forthwith
                  cancel this lease or it may enter said premises as the agent
                  of the Tenant, by force or otherwise, without being liable in
                  any way therefor, and relet the premises with or without any
                  furniture that my be therein, as the agent of the Tenant, at
                  such price and upon such terms and for such duration of time
                  as the Landlord may determine, and receive the rent therefor,
                  applying the same to the payment of the rent due by these
                  presents, and if the full rental herein provided shall not be
                  realized by Landlord over and above the expenses to Landlord
                  in such reletting, including but not limited to the cost of
                  renovating, altering and decorating for a new occupant, the
                  said Tenant shall pay any deficiency, and if more than the
                  full rental is realized, Landlord will pay over to said
                  Tenant the excess on demand; or Landlord may sue the Tenant
                  as each installment of rent matures or for the whole rent
                  when it becomes due.

HOLDING           In the case of holding over by Tenant after expiration or
OVER              termination of this lease, Tenant will pay as liquidated
                  damages, double rent for the entire holdover period. No
                  holding over by Tenant after the term of this lease, either
                  with or without consent and acquiescence of Landlord, shall
                  operate to extend the lease for a longer period than one
                  month; and any holding over with the consent of Landlord in
                  writing shall thereafter constitute this lease a lease from
                  month to month.




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INSURANCE         Lessee shall, at its own expense, procure and maintain through
                  the Term:

                  Combined comprehensive single limit public liability
                  insurance, including, but lot limited to, insurance against
                  assumed or contractual liability under this Lease, with
                  respect to the Premises, to afford protection with limits,
                  for each occurrence, of not less than Five Hundred Thousand
                  Dollars ($500,000.00);

                  All risks, property and casualty insurance, including
                  vandalism, malicious mischief, fire and extended coverage
                  written at replacement cost value and with replacement cost
                  endorsement, covering all of Lessee's personal property in
                  the Premises (including, without limitation, inventory, trade
                  fixtures, floor coverings, furniture and other property
                  removable by Lessee under the provisions of this Lease)
                  and all leasehold improvements installed in the Premises by
                  or on behalf of Lessee:

                  Plate glass insurance covering the plate glass in the
                  Premises; and

                  If and to the extent required by law, workmen's compensation
                  or similar insurance in form and amounts required by law.

                  Lessee's insurance shall be with a Best's A+ rated company
                  licensed to transact business in the State of Florida. Lessor
                  and Lessor's mortgagee, if any, shall be named as additional
                  insureds under Lessee's insurance, and such insurance shall
                  be primary and non-contributing with any insurance carried by
                  Lessor. Lessee's insurance policies shall contain
                  endorsements requiring thirty (30) days notice to Lessor and
                  Lessor's mortgagee, if any, prior to any cancellation or any
                  reduction in amount of coverage. Lessee shall deliver to
                  Lessor as a condition precedent to its taking occupancy of
                  the Premises, but not to its obligation to pay Rent, a
                  certificate or certificates evidencing such insurance
                  acceptable to Lessor. Lessee shall at least thirty (30)
                  calendar days prior to the expiration of such policies,
                  deliver to Lessor certificates of insurance evidencing the
                  renewal of such policies. A FAILURE TO PROVIDE SUCH INSURANCE
                  COVERAGE SHALL BE DEEMED AN EVENT OF DEFAULT UNDER THIS
                  LEASE.

                  If, on account of the failure of Lessee to comply with the
                  foregoing provisions, Lessor is adjudged a co-insurer by its
                  insurance carrier, then any loss or damage Lessor shall
                  sustain by reason thereof shall be borned by Lessee and
                  shall be immediately paid by Lessee upon receipt of a bill
                  thereof and evidence of such loss.

                  Lessor shall not be obligated to insure any furniture,
                  equipment, machinery, goods or supplies which Lessee may
                  bring or obtain upon the Premises, or any additional
                  improvements which Lessee may construct on the Premises.
                  Lessor reserves the right to self-insure the Building.

                  Anything in the Lease to the contrary notwithstanding, Lessor
                  and Lessee hereby waive and release each other of and from
                  any and all rights of recovery, claim, action or cause of
                  action, against each other, their agents, officers and
                  employees, for any loss or damage that may occur to the
                  Premises, Building, improvements to the Building, any
                  furniture, equipment, machinery, goods or supplies not
                  covered by this lease which Lessee may bring or obtain upon
                  the premises, or any additional improvements which Lessee may
                  construct on the Premises, by reason of fire, the elements or
                  any other cause which could by insured against, under the
                  terms




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                  of standard fire and extended coverage insurance policies,
                  regardless of cause or origin, including negligence of Lessor
                  or Lessee and their agents, officers and employees. Because
                  this Subsection will preclude the assignment of any claim
                  mentioned in it by way of subrogation (or otherwise) to an
                  insurance company (or any other person), each party to this
                  Lease agrees immediately to give to each insurance policies
                  properly endorsed, if necessary, to prevent the invalidation
                  of the insurance coverage by reason of the mutual waivers
                  contained in this Subsection. Lessee also waives and releases
                  Lessor, its agents, officers and employees, of and from any
                  and all rights of recovery, claim, action or cause of action
                  for any loss or damage insured against under any other
                  policies of insurance carried by Lessee.






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FIRE              In the event of damage by fire or other causes resulting from
CLAUSE            fault or negligence of Tenant or Tenant's agents, employees,
                  invitees or visitors, the same shall be repaired by and at
                  the expense of Tenant under the direction and supervision of
                  Landlord. If the demised premises, without fault or neglect
                  of the Tenant, his agents, employees, invitees, or visitors,
                  shall be partially destroyed by fire or other casualty so as
                  to render the premises untenantable, the rental herein
                  recited shall cease thereafter until such time as the demised
                  premises are made tenantable by Landlord. In case of the
                  total destruction of the demised premises without fault or
                  neglect of the Tenant, his agents, employees, invitees or
                  visitors , or if from such cause the same shall be so damaged
                  that Landlord shall decide not to rebuild, then all rental
                  due up to the time of such destruction or termination shall
                  be paid by Tenant, and thenceforth this lease shall cease and
                  come to an end. In the event of damage to the Demised
                  Premises by fire or other causes if the Demised Premises
                  cannot be restored within 120 days from the date of such
                  damage, Tenant, at Tenant's election, may terminate this
                  Lease and the rent shall be paid only to the date when such
                  damage occurred.

ATTORNEY'S        In case Tenant makes default in the performance of any of the
FEES              terms, covenants, agreements or conditions contained in this
                  lease, the Landlord places the enforcement of this lease, or
                  any part thereof, or the collection of any rent due, or to
                  become due hereunder, or recovery of the possession of the
                  demised premises in the hands of an attorney, or files suit
                  upon the same, Tenant agrees to pay Landlord reasonable
                  attorney's fees and Court costs, provided Landlord prevails;
                  however, if Tenant prevails, Landlord shall pay Tenant's
                  reasonable attorney's fees and Court costs.

INDEMNITY         The Tenant will indemnify and hold harmless the Landlord
LIABILITY         against all liabilities, damages, and other expenses,
                  including reasonable attorney's fees, which may be imposed
                  upon, incurred by, or asserted against the Landlord by reason
                  of any of the following occurring during the term of this
                  lease: (a) Any use or occupancy of the leased property by
                  Tenant, (b) Any negligence on the part of the Tenant or its
                  agents, contractors, licensees, (c) Any personal injury or
                  property damage occurring on or about the leased property.
                  Landlord shall not be liable to Tenant for any damage, loss
                  or injuries to persons or property of the Tenant which may be
                  caused by the acts or negligence of any person or
                  corporation, except such injury or loss resulting from
                  negligence of the Landlord, its agents or employees.

LIENS             Tenant shall have no authority to create any liens for labor
                  or materials on landlord's interest in building owned by
                  Landlord and all persons contracting with Tenant for labor,
                  materials and/or supplies or the doing of work shall look
                  solely to Tenant and Tenant's interest under this lease and
                  said persons are hereby charged with notice that they must
                  look solely to Tenant's interest in the demised premises. In
                  the event any such lien is filed against the property of the
                  Landlord, Tenant shall forthwith discharge the same; if not
                  discharged by Tenant within thirty (30) days after the filing
                  of said lien, either by a satisfaction thereof or by the
                  posting of a bond, Tenant's failure so to do shall constitute
                  a default under the terms of this lease. Tenant further
                  agrees and will hold harmless



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<PAGE>   10
                  Landlord from all costs, including bond premiums and
                  attorney's fees and/or other charges and expenses reasonably
                  incurred by Landlord in connection with the discharge of any
                  such lien or any judgment obtained thereon. Any such expenses
                  incurred by Landlord shall be considered as rent due and
                  payable on demand of Landlord.

CERTIFICATE       Upon the request of Landlord, its mortgagee, prospective
                  purchaser or any Federal or State Bank Examiner, Tenant shall
                  furnish a Certificate in writing to the effect that its lease
                  is in full force and effect and that Landlord is not in
                  default, or specifically state any exceptions thereto.
                  Failure to give such Certificate within two weeks after
                  written request shall be conclusive evidence that the lease
                  is in full force and effect and Landlord is not in default.
                  Tenant shall thereafter be estopped from asserting any such
                  defaults as of the date of said request.



DEFAULT BY        Tenant agrees to pay promptly said rent and all other charges
TENANT            that accrue under this lease. In the event that Tenant should
                  be in default thereof for a period of seven (7) days after
                  the same shall become due and payable, Landlord shall have
                  the option of: (1) Terminating this lease and resuming
                  possession of the premises for its own account and recovering
                  from Tenant the damage between the rent specified in this
                  lease and the rental value thereof for the balance of the
                  term, reduced to its present worth; (2) Or, enter the
                  premises as agent of Tenant and rent the same for the
                  remainder of the term for the account of Tenant and recovery
                  from Tenant either at the end of the term or as each payment
                  becomes due, as Landlord may choose, the difference between
                  the rent called for in this lease and the rent received on
                  re-renting.

                  Default on Tenant's part in keeping or performing any other
                  term, covenant, or condition of this lease, shall authorize
                  Landlord, at its option at any time after such default, and
                  after ten (10) days' written notice thereof to Tenant,
                  immediately, or at any time thereafter, to re-enter said
                  premises and remove all persons therefrom with or without
                  legal process, and without prejudice to any of its other
                  legal rights, and all claims for damages by reason of such
                  re-entry are expressly waived, as also are all claims for
                  damages by reason of any distress warrants or proceedings by
                  way of sequestration which Landlord may employ to recover
                  said rents, or possession of said premises, and Landlord
                  shall have the options set forth in the preceding paragraph
                  pertaining to a default in payment of rents, provided that
                  Landlord shall not have the right to re-enter if, within ten
                  (10) days after written notice of any default, Tenant fully
                  cures all defaults.




WAIVER            Failure of Landlord to declare any default immediately upon
                  occurrence thereof or delay in taking action in correction
                  therewith shall not waive such default, but Landlord shall
                  have the right to declare any such default at any time and
                  take such action as might be lawful or authorized hereunder,
                  either in law or in equity.


POSSESSION        If, for any reason, the demised premises shall not be ready
                  for occupancy by Tenant at the time of commencement of this
                  lease,


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                  this lease shall not be affected thereby, nor shall Tenant
                  have any claim against Landlord by reason thereof, but no
                  rent shall be payable for the period during which the
                  premises shall not be ready for occupancy; and all claims for
                  damages arising out of such delay are hereby waived and
                  released by Tenant.

BANKRUPTCY        If, voluntary bankruptcy proceedings be instituted by Tenant,
                  or if proceedings be instituted by any one else to adjudge
                  Tenant a bankrupt, or if Tenant makes an assignment for the
                  benefit of his creditors or if execution be issued against
                  him, or if the interest of Tenant in this contract passes by
                  operation of law to any person other than Tenant, this lease
                  may, at the option of Landlord, be terminated by written
                  notice addressed to Tenant and mailed in the post office at
                  Miami, Florida.


TRANSFER OF       Landlord shall have the right to transfer and assign, in
LANDLORD'S        whole or in part, all and every feature of its rights and
RIGHTS            obligations hereunder and in building and property referred
                  to herein. Such transfers or assignments may be made either
                  to a corporation, trust company, individual or group of
                  individuals, and, howsoever made, are to be in all things
                  respected and recognized by Tenant.


AMENDMENT         This agreement may not be altered, changed, or amended,
OF LEASE          except by an instrument in writing, signed by both parties
                  hereto.

SUBORDINATION     This lease is hereby made expressly subject and subordinate
                  at all times to any and all mortgages, deeds of trust, ground
                  or underlying leases affecting the demised premises which
                  have been executed and delivered, or which may at any time
                  hereafter be executed and delivered, and any and all
                  extensions and renewals thereof and substitutions therefor,
                  and to any and all advances made or to be made under or upon
                  said mortgages, deeds of trust, ground or underlying leases.
                  Tenant agrees to execute any instrument or instruments which
                  the Landlord may deem necessary or desirable to effect the
                  subordination of this lease to any or all such mortgages,
                  deeds of trust, ground or underlying leases and, in the event
                  the Tenant shall refuse after reasonable notice to execute
                  such instrument or instruments, the Landlord may, in addition
                  to any right or remedy accruing hereunder, terminate this
                  lease without incurring any liability whatever, and the
                  estate hereby granted is expressly limited accordingly.

TIME OF           It is understood and agreed between the parties hereto that
THE ESSENCE       time is of the essence of this contract, and this applies to
                  all terms and conditions contained herein.


PEACEFUL          Tenant shall and may peaceably have, hold and enjoy the
ENJOYMENT         demised premises subject to the other terms hereof and
                  provided Tenant pays the rentals herein recited and performs
                  all of his covenants and agreements herein contained.

NO                Landlord or its agents have made no representations or
REPRESENTATIONS   promises with respect to the said building, the land upon
BY LANDLORD       which it is erected or demised premises except as herein
                  expressly set forth and no rights, easements or licenses are
                  acquired by Tenant by



                                     -11-
<PAGE>   12
                  implication or otherwise expect as expressly set forth in the
                  provisions of this lease. The taking possession of the
                  demised premises by Tenant shall be conclusive evidence, as
                  against Tenant, that Tenant accepts same "as is" and that
                  said premises and the building of which the same form a part
                  where in good and satisfactory condition at the time such
                  possession was so taken.

SURRENDER         Tenant shall surrender to Landlord, at termination of this
OF PREMISES       lease and/or upon any cancellation of this lease, said
                  demised premises. In the event the Tenant should fail to
                  surrender said premises upon termination of this lease,
                  Tenant will pay to Landlord any damages that Landlord might
                  incur on account of Tenant's failure to deliver possession of
                  the demised premises to Landlord and will indemnify and hold
                  harmless Landlord from any and all claims made by any
                  succeeding Tenant of said premises on account of delay of
                  Landlord in delivering premises to said succeeding Tenant, to
                  the extent such delay is occasioned by Tenant's failure to
                  surrender said premises. This right of Landlord against
                  Tenant is in addition to the Holdover provisions hereinbefore
                  set forth in this lease.

                  If Tenant should fail to remove all of its personal property
                  upon termination of lease, Landlord may, at its option,
                  remove same in any manner the Landlord shall choose and store
                  such effects without liability to the Tenant for loss, and
                  the Tenant agrees to pay to the Landlord on demand, all
                  expenses incurred in such removal, including Court costs and
                  attorney's fees, or the Landlord may, at its option, without
                  notice, sell such effects or any part, at private sale
                  without legal process for such price as the Landlord may
                  obtain and apply the proceeds of such sale or any amounts due
                  under this lease from the Tenant to the Landlord and on the
                  expense incident to the removal and sale of said effects.

CAPTIONS          The Captions are inserted only as a matter of convenience and
                  for reference and in no way define, limit or describe the
                  scope of this lease nor the intent of any provision thereof.

HEIRS AND         The covenants, conditions and agreements contained in this
ASSIGNS           lease shall bind and inure to the benefit of Landlord and
                  Tenant and their respective heirs, distributees, executors,
                  administrators, successors, and, except as otherwise provided
                  in this lease, their assigns.

NO BROKER         Tenant warrants and represents that it dealt with no Real
                  Estate Broker in the negotiation of this lease and Landlord,
                  in executing this lease, is relying upon such representation.

NOTICES           It is understood and agreed between the parties hereto that
                  written notice addressed to Tenant and mailed or delivered
                  to the premises leased hereunder shall constitute sufficient
                  notice to the Tenant, and written notice addressed to
                  Landlord and mailed or delivered to the office of Landlord
                  shall constitute sufficient notice to the Landlord, to comply
                  with the terms of this lease.

CUMULATIVE        The various rights, remedies, powers and elections of
REMEDIES          Landlords reserved, expressed or contained in this lease, are
                  cumulative


                                     -12-

<PAGE>   13
                  and no one of them shall be deemed to be exclusive of the
                  others or of such other rights, remedies, powers, options or
                  elections as are now, or may hereafter be, conferred upon
                  Landlord by law.

PRONOUNS          The terms Landlord and Tenant, as herein contained, shall
AND GENDER        include singular and/or plural, masculine, feminine, and/or
                  neuter, heirs, successors, executors, administrators,
                  personal representatives and/or assigns wherever the context
                  so requires or admits and use of and neuter gender includes
                  all genders, wherever the context so requires.

RELOCATION        Landlord shall have the sole right to relocate any Tenant,
OF TENANT         having one thousand square feet or less, to comparable space
                  in the Building, upon giving the Tenant ninety days prior
                  written notice.


                                     -13-


<PAGE>   14
SHOWING           At anytime, within thirty days before the expiration of this
PREMISES          lease, Landlord or its agents shall have the right to enter
                  the premises during reasonable hours to exhibit said premises
                  to prospective tenants.

OPTION TO         Landlord grants Tenant the first right of refusal to
RENEW             renegotiate a new lease, commencing at the expiration of the
                  original term, provided Tenant shall not be in default under
                  the terms of this lease, and shall give written notice of
                  sixty (60) days before the expiration of this lease.


                                            COCONUT GROVE BANK, Landlord



----------------------------------          By: A. D. HARRISON, Jr.  (SEAL)
                                                -------------------------------
                                                Chairman

----------------------------------          Date:
  (Witness as to Landlord)                        -----------------------------



                                            Tenant:


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

                                             By: David A. Schwedel (SEAL)
----------------------------------               ------------------------------
     (Witness as to Tenant)                  Date:  6/22/99



IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this lease as of the day and year first above written.



                                     -14-
<PAGE>   15
                          COCONUT GROVE BANK BUILDING

                           2701 South Bayshore Drive

                                Miami, Florida

                             RULES AND REGULATIONS

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

         1. Tenant will refer all contractors, contractors' representatives
and installation technicians rendering any service for Tenant to Landlord for
Landlord's supervision and/or approval before performance of any such
contractual services. This shall apply to all work performed in the building
including, but not limited to, installation of telephones, telegraph equipment,
electrical devices and attachments, and installations of any and every nature
affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any
other physical portion of the building. None of this work will be done by
Tenant without Landlord's written approval first had and obtained.


         2. The work of the janitor or cleaning personnel shall not be hindered
by Tenant after 5:30 P.M. and such work may be done at any time when the
offices are vacant. The windows, doors, and fixtures may be cleaned at any
time. Tenant shall provide adequate 'waste and rubbish receptacles, cabinets,
bookcases, map cases, etc., necessary to prevent unreasonable hardship to
Landlord in discharging its obligation regarding cleaning services.

         3. Movement in or out of the building of furniture or office
equipment, or dispatch or receipt by Tenant of any merchandise or materials
which requires the use of elevators or stairways, or movement through the
building entrances or lobby shall be restricted to the hours designated by
Landlord from time to time. All such movement shall be as directed by Landlord
and in a manner to be agreed upon between Tenant and Landlord by prearrangement
before performance. Such prearrangement initiated by Tenant shall include
determination by Landlord and subject to its decision and control of the time,
method, and routing of movement, limitations imposed by safety or other concerns
which may prohibit any article, equipment, or any other item from being brought
into the building. Tenant expressly assumes all risk of damage to any and all
articles so moved, as well as injury to any person or persons or the public
engaged or not engaged in such movement, including equipment, property, and
personnel of Landlord if damaged or injured as a result of any acts in
connection with carrying out this service for Tenant from the time of entering
property to completion of the work; and Landlord shall not be liable for the act
or acts of any person or persons so engaged in, or any damage or loss to any
property or persons resulting directly or indirectly from any act in connection
with such service performed by or for Tenant.

         4. No sign or signs will be allowed in any form on the exterior of the
building or on any window or windows inside or outside of the building and no
sign or signs, except in uniform location and uniform style fixed by Landlord,
will be permitted in the public corridors or on corridor doors or entrance to
Tenant's space. All signs will be contracted for by Landlord for Tenant at the
rate fixed by Landlord from time to time, and Tenant will be billed and pay for
such service accordingly. Written consent from Landlord is an absolute
prerequisite for any such sign or signs any Tenant may be so permitted to use.

         5. Tenant shall not place, install or operate on the demised premises
or in any part of the building, any engine, stove, or machinery, or conduct
mechanical operations or cook thereon or therein, or place or use in or about
the demised premises any explosives, gasoline, kerosene, oil, acids, caustics,
or any other inflammable, explosive, or hazardous material without the written
consent of Landlord first had and obtained.



                                       i


<PAGE>   16
         6. Landlord will not be responsible for any lost or stolen personal
property, equipment, money or jewelry from Tenant's area or public rooms
regardless of whether such loss occurs when the area is locked against entry or
not.

         7. No birds, animals, bicycles or vehicles shall be brought into or
kept in or about the building.

         8. Landlord may permit entrance to Tenant's offices by use of pass
keys controlled by Landlord or employees, contractors or service personnel,
supervised or employed by Landlord.

         9. None of the entries, passages, doors, elevators, elevator doors,
hallways, or stairways shall be blocked or obstructed or any rubbish, litter,
trash, or material of any nature placed, emptied or thrown into these areas, or
such areas be used at any time except for access or egress by Tenant, Tenant's
agents, employees, or invitees.

         10. Landlord shall have the right to determine and prescribe the
weight and proper position of any unusually heavy equipment including safes,
large files, etc. that are to be placed in the building, and only those which in
the opinion of the Landlord will not do damage to the floors, structure and/or
elevators may be moved into said building. Any damage occasioned in connection
with the moving or installing of such aforementioned articles in said building
or the existence of same in said building shall be paid for by Tenant. Landlord
desires to maintain high standards of environment, comfort and convenience for
its Tenants. It will be appreciated if any undesirable conditions or lack of
courtesy or attention by its employees is reported directly to Landlord.

         11. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, or halls shall not be obstructed or encumbered by any
Tenant or used for any purpose other than ingress and egress to and from the
demised premises.

         12. No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of the Landlord. No
curtains, blinds, shades or screens shall be attached to or hung in or used in
connection with, any window or door of the demised premises, without the prior
written consent of the Landlord.


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

         14. No Tenant shall mark, paint, drill into, or in any way deface any
part of the demised premises or the building of which they form a part. No
boring, cutting, or stringing of wires shall be permitted, except with the
prior written consent of the Landlord, and as it may direct. Bottles, parcels
or other articles shall not be placed on the window sills.


         15. No Tenant shall make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of this or neighboring
buildings or premises or those having business with them, whether by the use of
any musical instrument, radio, talking machine, unmusical noise, whistling,
singing, or in any other way. No Tenant shall throw anything out of the doors,
windows, or skylights, or down the passageways.

         16. No additional locks or bolts of any kind shall be placed upon any
doors or windows by any Tenant nor shall any changes be made in existing
locks or the mechanism thereof. Each Tenant must, upon the termination of his
tenancy, restore to the Landlord all keys of offices and restrooms, either
furnished to, or



                                      ii
<PAGE>   17
otherwise procured by, such Tenant, and in the event of the loss of any keys so
furnished, such Tenant shall pay to the Landlord the cost thereof. The Landlord
may retain a pass key to the leased premises and must be allowed admittance
thereto at all reasonable times to enable its representative to examine the said
premises.

         17. The premises shall not be used for gambling, lodging or sleeping
or for any immoral or illegal purposes.

         18. Canvassing, soliciting, and peddling in the building are
prohibited and each Tenant shall cooperate to prevent the same.

         19. No Tenant, nor any of the Tenant's servants, employees, agents,
visitors, or licensees, shall at any time operate vending machines dispensing
food, cigarettes, or other merchandise without the expressed permission of the
Landlord. No sale or sales, retail or wholesale, of merchandise or other
personal property shall be made by Tenant.

         20. Tenant shall have use of mail chutes installed in the building
without charge; however, Landlord does not in any way guarantee the efficiency
of the said mail chutes and shall be in no way responsible for any damages or
delay arising from the use thereof.



                                      iii
<PAGE>   18


                                    DIAGRAM










                                  SCHEDULE "A"
<PAGE>   19


                                    DIAGRAM










                                  SCHEDULE "A"
<PAGE>   20


                                    DIAGRAM










                                  SCHEDULE "A"
<PAGE>   21
                                 SCHEDULE "B"-

                                  RENTAL RATE


Suites 310, 403, and 500A - 7592 square feet
AFFILIATED NETWORKS, INC,
5 Year Lease with 2 Year Option


FIRST YEAR:              July 1, 1999 to June 30, 2000
                         $16.50 per sq ft
                         $125,268 per annum, plus tax


SECOND & THIRD YEARS     July 1, 2000 to June 30, 2002
                         $17.00 per sq ft
                         $129,064 per annum plus tax


FOURTH & FIFTH YEARS     July 1, 2002 to June 30, 2004
                         $18.00 per sq ft
                         $136,656 per annum, plus tax


                                OPTION TO RENEW

Landlord grants Tenant the option to extend the lease term for an additional
two (2) year period. The rental rate for the option period shall be negotiated
no later than sixty (60) days prior to the end of the original lease period.