FIFTH AMENDMENT TO LEASE

This Fifth  Amendment  to Lease (the "Fifth  Amendment"),  made this 26th day of
March, 1998, by and between TAXTER PARK ASSOCIATES  (hereinafter  referred to as
"Landlord") and V BAND CORPORATION (hereinafter referred to as "Tenant").

                                  WITNESSETH:

WHEREAS, Taxter Park Associates, as successor in interest to Urbco, Inc., is the
Landlord under an agreement of Lease entered into with Tenant, dated as of April
22, 1988 (the  "Original  Lease"),  which has been  previously  amended via that
certain First Lease  Amendment dated October 14, 1991, that certain Second Lease
Amendment  dated February 20, 1992,  that certain Third Amendment to Lease dated
May 28, 1993 and that certain Fourth  Amendment to Lease dated June 8, 1994 (the
Original Lease, together with the First Lease Amendment, Second Lease Amendment,
Third Amendment to Lease,  Fourth Amendment to Lease and this Fifth Amendment to
Lease are hereinafter collectively referred to s the "Lease"), pursuant to which
Landlord leased to Tenant certain premises (the "Demised  Premises")  consisting
of 22,801 rentable square feet on the sixth (6th) floor in the building  located
at 565 Taxter Road in Elmsford, Westchester County, New York.

WHEREAS,  Landlord  and Tenant wish to further  amend the Lease to provide  that
Landlord  shall  pay to  Tenant a sum of money in lieu of the  Second  Extension
Allowance and to delete the Renewal Option  contained in the Lease and to revise
certain other provisions of the Lease in connection with such  amendments,  upon
and subject to the terms and conditions of this Fifth Amendment.

NOW,  THEREFORE,  in  consideration  of the promises  herein made, the terms and
conditions  contained  herein,  and other good and valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  Landlord and Tenant
hereby agrees as follows:

1.  Paragraph  5 of the  Fourth  Amendment  to Lease is  hereby  deleted  in its
entirety as though it had never been contained in the Lease and the following is
hereby inserted in its place:

"Landlord  shall have no liability or obligation of any kind to pay or reimburse
Tenant for any alterations made or performed by Tenant to the Demised  Premises.
In lieu thereof, Landlord hereby agrees that:

(a) So long as Tenant pays the  monthly  installment  of Rent  payable for April
1998 on or before April 1, 1998 then Landlord  shall pay to Tenant no later than
April  15,  1998  an  amount  equal  to  Fifteen  Thousand  and  00/100  Dollars
($15,000.00).

(b) So long as Tenant pays the monthly  installment of Rent payable for May 1998
on or before May 1, 1998 then Landlord shall pay to Tenant no later than May 15,
1998 an amount equal to Fifteen Thousand and 00/100 Dollars ($15,000.00).

(C) So long as Tenant pays the monthly installment of Rent payable for June 1998
on or before June 1, 19998 then Landlord  shall pay to Tenant no later than June
15, 1998 an amount equal to Fifteen Thousand and 00/100 Dollars ($15,000.00).

(d) So long as Tenant pays the monthly installment of Rent payable for July 1998
on or before July 1, 1998 then  Landlord  shall pay to Tenant no later than July
15,  1998 an amount  equal to One  Hundred  Five  Thousand  and  00/100  Dollars
($105,000).
<PAGE>
Except for the foregoing,  Landlord shall have no liability or obligation to pay
to Tenant any allowance or sum of money of any kind whatsover.

2.  Paragraph  6 of the  Fourth  Amendment  to Lease is  hereby  deleted  in its
entirety as though it had never been  contained  in the Lease and is hereby null
and void with  absolutely  no further force or effect  whatsover.  Tenant hereby
understands,  acknowledges and agrees that Tenant has and shall have no right or
option of any kind to renew or extend the term of the Lease.

Notwithstanding the foregoing, Landlord hereby agrres that if, on or before July
31, 1998,  Landlord  receives  written notice from Tenant of Tenant's  desire to
renew or  extend  the term of the  lease  for all or a  portion  of the  Demised
Premises,  then  Landlord  shall  negotiate  the terms and  conditions of such a
renewal or  extension in good faith with Tenant for a period of thirth (30) days
from the  receipt  of such  written  notice  from  Tenant.  Tenant  understands,
acknowledges and agrees that such a renewal or extension shall be upon terms and
conditions  satisfactory to Landlord,  in Landlord's sole  discretion,  and that
Landlord shall have no obligation to renew or extend the Lease unless ther terms
and conditions of such renewal or extension are satisfactory to Landlord. Tenant
further  understands,  acknowledges  and agrees  that  market  rental  rates are
significantly  higher than tbe rental  rate  payable by Tenant as of the date of
this Fifth Amendment and that tenant  concessions are lower than those available
at the time Tenant entered into the Fourth Amendment to Lease.

3. Landlord and Tenant each represent to the other that this Fifth Amendment was
not brought aboaut or procured by any real estate broker and Landlord and Tenant
agree to  indemnify  and hold the  other  harmless  from and  against  any cost,
expenses or liability for any  compensation,  commissions or charges  claimed by
any broker or agent with  respect to this  Fifth  Amendment  or the  negotiation
hereof.

Except as specifically  amended hereby, the terms,  conditions and provisions of
the Lease shall remain  unmodified and continue in full force and effect and, as
amended hereby,  all of the terms,  covenants,  conditions and provisions of the
Lease are hereby ratified and confirmed in all respects.

This  Fifth  Amendment  shall be  binding  upon and inure to the  benefit of the
parties hereto and their respective successors and assigns.
<PAGE>
TENANT:                     LANDLORD:
V BAND CORPORATION          TAXTER PARK ASSOCIATES
a New York corporation      a New York General Partnership

/s/Thomas E. Feil           Dean Witter Realty Income Partnership II, L.P.,
-----------------           its General Partner
Name:  Thomas E. Feil           
Title: CEO                  Dean Witter Realty Income Properties II, Inc.,
                            its managing partner

                            /s/Robert B. Austin                                
                            -------------------                                
                            Robert B. Austin                                   
                            Vice President                                     
                                                                               
                            Dean Witter Realty Income Partnership III, L.P.,   
                            its General Partner                                
                                                                               
                            Dean Witter Realty Income Properties III., Inc.,   
                            its Managing General Partner                       
                                                                               
                            /s/Robert B. Austin   
                            -------------------                                
                            Robert B. Austin                             
                            Vice President                                     
                                                                               
                            Dean Witter Realty Income Partnership IV, L.P.,    
                            its General Partner                                
                                                                               
                            Dean Witter Realty Fourth Income Properties, Inc., 
                            its Managing General Partner                       
                                                                               
                            /s/Robert B. Austin  
                            -------------------
                            Robert B. Austin                              
                            Vice President