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                                                                    Exhibit 10.5
                                 LEASE AGREEMENT


THIS LEASE AGREEMENT (THE "LEASE") is entered into between PrinVest Financial
Corp. (the "Lessor") and GlobalNet, LLC (the "Lessee") with respect to that
certain equipment as more particularly described in the Schedule 1 attached
hereto and incorporated by reference (the "Equipment Schedules") together with
all components, parts, additions and attachments now or hereafter incorporated
therein (the "Equipment"). The Lessor and the Lessee are hereinafter
collectively referred to as the "Parties."

1.       TERMS AND CONDITIONS.

         (a)      The Lessor hereby leases the Equipment to the Lessee pursuant
                  to the terms and conditions set forth herein.

         (b)      The Lessee has selected the Equipment and has chosen the
                  manufacturer (the "Manufacturer") and the Supplier thereof
                  (the "Supplier").

         (c)      This Lease constitutes the full and entire agreement between
                  the Lessor and the Lessee in connection with the Equipment and
                  merges any other or prior understanding.

         (d)      In no case shall the preprinted terms and conditions on the
                  Lessee's, Manufacturer's or the Supplier's standard
                  transactional documentation (e.g., order forms and invoices)
                  apply to the Lessor.

         (e)      The Lease can be neither canceled nor modified except by a
                  written agreement signed by an authorized representative of
                  each of the Lessee and the Lessor.

         (f)      This Lease is a "finance lease" as that term is defined in the
                  New York Uniform Commercial Code (the "UCC"). The Lease is not
                  a "consumer lease" as that term is defined in the UCC.

         (g)      The term of the Lease is 42 months.

         (h)      On or about September 20,1999, Lessee entered into a Lease
                  Agreement with Lessor (the "Original Lease"). This Lease
                  amends, replaces and supercedes the Original Lease in its
                  entirety.

2.       LESSEE'S WARRANTIES TO LESSOR.

         The Lessee expressly represents and warrants to the Lessor, and the
         Lessor relies on the fact that:

         (a)      the Lessee has read and understood this Lease before it was
                  signed;

         (b)      the Lessee has selected the Equipment, the Manufacturer and
                  the Supplier;

         (c)      the Lessee is fully satisfied with the Equipment, the
                  Manufacturer and the Supplier;
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         (d)      the Lessee has freely chosen to enter into this finance lease,
                  only after having considered other means of obtaining the use
                  of the Equipment;

         (e)      neither the Manufacturer, the Supplier, nor any of their
                  respective salespersons are, or have acted as, the Lessor's
                  agents or employees;

         (f)      financial information and other statements provided to the
                  Lessor are accurate and correct and will be updated upon the
                  Lessor's request during the term of the Lease;


         (g)      the Lessee is currently meeting all of its debts as such sums
                  come due;

         (h)      the Lessee has unrestricted power to enter into this Lease,
                  has duly authorized the person executing it, and certifies
                  that all signatures are authentic; and

         (i)      the Lessee will pay all costs connected with the Equipment,
                  including, but not limited to, taxes, insurance, repairs,
                  shipping, collection costs and expenses normally paid in a net
                  lease.

         (j)      prior to execution of this Lease, the Lessee has received an
                  accurate and complete statement designating the promises,
                  warranties, disclaimers of warranties, limitations or
                  modifications of remedies, or liquidated damages, including
                  those, if any, of the Manufacturer and/or the Supplier, which
                  were provided to Lessor by the Manufacturer and/or the
                  Supplier.

3.       LESSEE'S WAIVER OF DAMAGES AND WARRANTIES FROM LESSOR.

         (a)      The Lessee leases the Equipment from the Lessor on an "AS IS,
                  WHERE IS, WITHOUT REPRESENTATION OR WARRANTY BASIS".

         (b)      THE LESSOR MAKES ABSOLUTELY NO WARRANTIES, EXPRESS OR IMPLIED,
                  INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
                  PARTICULAR PURPOSE.

         (c)      IF THE EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE
                  AS REPRESENTED OR WARRANTED BY THE MANUFACTURER AND/OR THE
                  SUPPLIER, OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, THE
                  LESSEE SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF SOLELY AGAINST
                  THE MANUFACTURER AND/OR THE SUPPLIER AND THE LESSEE HEREBY
                  WAIVES ANY SUCH CLAIM AGAINST THE LESSOR. Provided that the
                  Lessee is not in default under the Lease, all warranties from
                  the Manufacturer and/or the Supplier to the Lessor are
                  assigned to the Lessee solely for the term of the Lease for
                  the Lessee's exercise at the Lessee's sole expense.

         (d)      THE LESSEE SHALL INDEMNIFY AND HOLD THE LESSOR HARMLESS AND
                  SHALL BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS
                  OR PROPERTY CAUSED BY THE EQUIPMENT.

         (e)      NO REPRESENTATION OR WARRANTY BY THE MANUFACTURER, THE
                  SUPPLIER AND/OR ANY SALESPERSON OF EITHER IS BINDING ON THE
                  LESSOR NOR SHALL BREACH OF SUCH WARRANTY RELIEVE THE LESSEE OF
                  THE LESSEE'S OBLIGATIONS TO THE LESSOR.
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         (f)      IN NO CASE SHALL THE LESSOR BE LIABLE TO THE LESSEE FOR
                  SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

4.       PAYMENTS.

         (a)      Lessee agrees to make lease payments in advance.

         (b)      The Lessee shall cause to be made to the Lessor when due, all
                  Payments set forth in the Amortization Schedule attached
                  hereto.

         (c)      The first Payment on the Amortization Schedule shall be due on
                  November 1, 1999.

         (d)      Each Payment thereafter shall be due on the first day of the
                  month.

         (e)      If the first day of the month is a Saturday, Sunday or a
                  federal holiday, the Payment shall be due on the next business
                  day.

         (f)      The Lessor may, in its sole and absolute discretion, apply any
                  sums of the Lessee in the Lessor's possession to any of the
                  Lessee's Obligations (as hereinafter defined) under this
                  Lease.

         (g)      The Lessee shall be liable to the Lessor for any cost or
                  expense the Lessor incurs to preserve any of the Equipment or
                  for any taxes, assessments, fees, penalties, liens, or
                  encumbrances related to any of the Equipment or this Lease.
                  The Lessee shall reimburse the Lessor for any of the
                  foregoing, upon demand by the Lessor.

         (h)      Each Payment received will be applied to the Obligations in a
                  manner at the Lessor's sole and absolute discretion.

         (i)      THE LESSEE AGREES THAT TIME IS OF THE ESSENCE AND TO MAKE
                  PAYMENTS REGARDLESS OF ANY PROBLEMS THE LESSEE MIGHT HAVE WITH
                  THE EQUIPMENT INCLUDING ITS OPERATION, CAPABILITY,
                  INSTALLATION OR REPAIR AND REGARDLESS OF ANY CLAIM, SETOFF OR
                  DEFENSE THAT THE LESSEE MIGHT HAVE AGAINST THE MANUFACTURER,
                  THE SUPPLIER, ANY SALESPERSON OF EITHER OR ANY OTHER THIRD
                  PARTY.

         (j)      Without the Lessor's prior written consent, any Payment to the
                  Lessor of a smaller sum than due at any time under this Lease
                  shall not constitute a release or an accord and satisfaction
                  for any greater sum due, or to become due or which is in
                  dispute, regardless of any endorsement restriction, unless
                  otherwise agreed by both Parties in a signed writing.

5.       TAXES, ASSESSMENTS AND FEES.

         (a)      The Lessee agrees:

                  (i)      to pay all licensing, filing and registration fees;

                  (ii)     to keep the Equipment free of all liens and
                           encumbrances;

                  (iii)    to pay all personal property taxes assessed against
                           the Equipment; and


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                  (iv)     to pay all other taxes, assessments, royalties,
                           license fees, duties, levies, charges, fees and
                           penalties which may be levied or assessed with
                           respect to the Equipment, its use or any interest
                           therein, or any lease Payments, including but not
                           limited to all taxes, however designated, levied or
                           assessed, whether upon the Lessee or the Lessor or
                           the Equipment or upon the sale, ownership, use or
                           operation thereof, excepting any taxes on income
                           levied on the Lessor.

         (b)      The Lessor may, at its option, pay on the Lessee's behalf such
                  taxes and other amounts, file applicable returns, and collect
                  from the Lessee full reimbursement plus an administrative fee
                  equal to two percent (2%) of the taxes and other amounts paid.

         (c)      The Lessee agrees to reimburse the Lessor for reasonable costs
                  incurred in collecting taxes, assessments, or fees for which
                  the Lessee is liable, and any collection charges attributable
                  thereto, including any attorney's fees and costs incurred by
                  Lessor.

         (d)      Except as expressly set forth to the contrary, all of the
                  above sums shall be due and payable by the Lessee to the
                  Lessor, on demand.

6.       NOTICES.

         Until the Lessor and the Lessee notify each other of any new address in
writing, any invoice or notice required by the Lease or by law is validly given
when mailed postage prepaid by first class mail or national overnight or courier
delivery service to the last known address or by fax pursuant to paragraph 17
(j) hereof.

7.       ASSIGNMENTS.

         (a)      The Lessee agrees not to transfer, sell, assign, sublease,
                  pledge or encumber any of the Equipment or any rights under
                  this Lease without the prior written consent of the Lessor,
                  and even with the Lessor's consent, the Lessee shall remain
                  jointly and severally liable to the full extent with the
                  Lessee's assignee.

         (b)      The Lessor may assign its rights and obligations under this
                  Lease or the Lease in its entirety, all without the Lessee's
                  consent. The Lessor shall have the right to assign or sell all
                  or any portion of the Obligations (as defined in paragraph
                  11(g) hereof), all without the Lessee's consent. The Lessee
                  acknowledges and agrees that the Lessor may assign or sell
                  participation interests in all or any portion of the
                  Obligations. The Lessee agrees that in no event shall it have
                  or acquire any rights or claims against any assignees or
                  purchasers of participation interests.

         (c)      The Lessor may, at its option, assign its rights and interests
                  under this Lease or the Lease in its entirety without notice.
                  The Lessee agrees that the Lessor's assignee will have the
                  same rights and remedies that the Lessor now has. The Lessee
                  agrees that the rights of the Lessor's assignee will not be
                  subject to claims, defenses, or setoffs that the Lessee may
                  have against the Lessor. The Lessee stipulates that any such
                  assignment by the Lessor shall not materially change the
                  Lessee's duties, obligations or risks under this Lease.

8.       THE EQUIPMENT.

         (a)      The Lessor has the right throughout the term of the Lease to
                  inspect the Equipment and has the right to affix and display a
                  notice of the Lessor's interest thereon.

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         (b)      The Equipment shall remain "personal property" whether or not
                  affixed to realty and shall not be part of any real property
                  on which it is located.

         (c)      The Lessee shall obtain landlord and/or mortgage waivers for
                  all of the Equipment in form and substance satisfactory to the
                  Lessor. The Lessee shall provide the Lessor with said waivers
                  concurrent with the execution of each Equipment Schedule.

         (d)      All additions, attachments, and accessories placed on the
                  Equipment shall become part of the Equipment.

         (e)      The Lessee agrees to maintain the Equipment so that it may be
                  removed from the property or building where located without
                  damage.

9.       OPERATION AND TERMINATION.

         (a)      The Lessee shall be solely responsible for the installation,
                  operation, and maintenance of the Equipment, shall cause it to
                  be kept in good condition and running order, and shall cause
                  the Equipment to be used and operated only in compliance with
                  applicable laws. The Lessee shall pay all installation and
                  programming costs and all commissions in connection with
                  and/or with respect to the Equipment.

         (b)      The Lessee, at its expense, shall maintain in full force and
                  effect throughout the Lease term, the respective
                  Manufacturer's standard maintenance contract for the
                  Equipment.


         (c)      Upon return to the Lessor, all of the Equipment must be
                  eligible for immediate continuation of coverage under the
                  respective Manufacture's standard maintenance contracts. The
                  Lessee shall be liable for all costs and expenses to make all
                  of the Equipment eligible for such coverage.

         (d)      The Lessee shall cause the Equipment to be kept only at the
                  address specified in the Equipment Schedule 1 for that
                  Equipment, to never abandon or move any Equipment from the
                  specified address, except with the Lessor's written consent or
                  for turnover to the Lessor's agent.

         (e)      At least thirty (30) days prior to the end of the Lease term
                  for any portion of the Equipment, the Lessee must contact the
                  Lessor, who will designate the return location within the
                  United States, and the Lessee shall, at the Lessee's expense,
                  immediately crate, insure and return that portion of the
                  Equipment to the designated location in as good condition as
                  when the Lessee received it, excepting only reasonable wear
                  and tear. Until the Lessor actually receives the Equipment at
                  the return location, the Lease renews automatically from month
                  to month and the Lessee agrees to continue to make Payments
                  for that portion of the Equipment at the applicable rate
                  stated in Section 4(b) above.

10.      PURCHASE OPTION.

         (a)      So long as no default exists hereunder and the Lease has not
                  been earlier terminated, the Lessee may at the end of the
                  Lease term of each Equipment Schedule, upon at least ninety
                  (90) days prior written notice to the Lessor, purchase all
                  (but not less than all) of the Equipment on that Equipment
                  Schedule on an "AS IS, WHERE IS, WITHOUT REPRESENTATION OR
                  WARRANTY BASIS" for the sum of $1.00.

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11.      SECURITY INTEREST.

         (a)      To secure the Obligations, the Lessee hereby grants to the
                  Lessor, a first priority security interest in all present and
                  future Equipment, accounts, accounts receivable, instruments,
                  documents, contract rights, chattel paper, inventory in all
                  stages of manufacture, equipment, fixtures, goods, money,
                  deposit accounts, insurance policies, reserves, reserve
                  accounts, intellectual property, general intangibles, and
                  proceeds thereof presently existing or hereafter arising,
                  either now owned or hereafter acquired by the Lessee, and the
                  interest of the Lessee in any goods, products, and proceeds
                  thereof, and all books and records pertaining thereto
                  (hereinafter collectively, the "Collateral").

         (b)      The Lessee authorizes the Lessor to file financing statements
                  and/or fixture filings without Lessee's signature and, if the
                  signature is required by law, Lessee appoints Lessor as
                  Lessee's attorney-in-fact to execute such statements and
                  filings.

         (c)      The Lessee authorizes the Lessor to file any documents to
                  perfect or protect Lessor's interest in any intellectual
                  property, all without the Lessee's signature and, if a
                  signature is required by law, the Lessee appoints the Lessor
                  as the Lessee's attorney-in-fact to execute such documents.

         (d)      Lessee shall cooperate with Lessor and (i) shall execute any
                  and all documents in connection with filing financing
                  statements, documents and/or agreements to perfect, protect,
                  and evidence the Lessor's interest in the Collateral, (ii)
                  shall pay to Lessor any and all fees and costs in connection
                  with the financing statements, fixture filings and/or
                  documents to perfect or protect Lessor's interest in and to
                  the Collateral and (iii) shall take any and all actions
                  reasonably requested by Lessor to protect Lessor's interests
                  in and to the Collateral.

         (e)      The Lessee warrants and represents that it is the owner of all
                  of the Collateral and has full legal right to encumber the
                  same as set forth herein.

         (f)      None of the Collateral is subject to any lien, encumbrance or
                  security interest other than in favor of the Lessor.

         (g)      The security interest granted in Section 11(a) herein shall
                  secure the Lessee's performance and payment of all of its
                  obligations to the Lessor whether such obligations are now
                  existing or hereinafter incurred, however such obligations may
                  be evidenced, including without limitation, Payments,
                  interest, fees, charges, Surcharge, attorney's fees and costs
                  and any other obligation of the Lessee to the Lessor, whether
                  or not such obligations arise under the Lease (hereinafter
                  collectively, the "Obligations").

         (h)      The Lessee shall advise the Lessor within one (1) business day
                  if the Lessee adds to or changes any locations where any of
                  the Collateral is maintained.

         (i)      Upon payment in full of all Obligations, and, at the Lessee's
                  written request, and subject to the Lessee's execution of the
                  Lessor's release waiver (in form and substance satisfactory to
                  the Lessor), the Lessor agrees to release its security
                  interest under this Lease. The Lessee shall be responsible for
                  preparing and filing any termination statements reasonably
                  required in connection therewith, provided that the Lessor
                  shall cooperate with the Lessee and shall not unreasonably
                  withhold its consent and acknowledgment of the same.
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         (j)      The Lessee warrants that it maintains inventory in___________.

         (k)      The Lessee warrants that it maintains equipment in___________.

         (l)      The Lessee warrants that it maintains deposit accounts in ___.

         (m)      The Lessee warrants that it is in compliance with all
                  applicable statutes, regulations, ordinances, court decrees,
                  or other directives of the United States of America, and all
                  states, counties, municipalities and agencies with respect to
                  the rendition of its services and/or its conduct of business
                  and, without limiting the foregoing, the Lessee has filed all
                  federal, state and local tax returns and other reports it is
                  required to file and has paid or made adequate provisions for
                  payment of all such taxes, assessments and other government
                  charges; except as otherwise may have been disclosed in
                  writing to and acknowledged by the Lessor on or before the
                  date of execution of this Lease.

12.      RISK OF LOSS AND INSURANCE.

         (a)      Until the Lessee has returned the Equipment to the designated
                  return location, the Lessee bears the entire risk of loss or
                  damage to the Equipment, regardless how arising.

         (b)      The Lessee shall immediately notify the Lessor of the
                  occurrence of any loss or other occurrence affecting the
                  Lessor's interests in and to any of the Equipment and the
                  Lessee shall make repairs or corrections at the Lessee's
                  expense. In such event and notwithstanding any damage or loss
                  to any and/or all of the Equipment, the Lessee agrees to
                  continue to meet all Payments and other Obligations as and
                  when the same come due.

         (c)      In the event of a loss or damage to any of the Equipment where
                  the cost of repairs or corrections is not cost effective,
                  Lessor shall have the right to require the Lessee to pay
                  immediately all remaining Payments and other charges becoming
                  due under the Lease after the date of such loss or damage,
                  plus any past due amounts under the Lease. For the purposes of
                  this section (c) only, the remaining Payments shall be
                  discounted by a rate equal to .05% per annum. The
                  determination as to whether the cost of repairs or corrections
                  is cost effective shall be in Lessor's sole and absolute
                  discretion.

         (d)      The Lessee agrees to keep the Equipment insured at the
                  Lessee's expense against risks of loss or damage from any
                  cause whatsoever. The Lessee agrees that such insurance shall
                  not be less than the unpaid balance of the Lease term with
                  respect to said Equipment plus the then-current fair market
                  value of the Equipment. The Lessee also agrees that the
                  insurance shall be in such additional amount as is reasonable
                  to cover the Lessor for public liability and property damage
                  arising from the Equipment or the Lessee's use of it. The
                  Lessee agrees to name the Lessor as the loss payee and an
                  additional insured. The Lessee shall ensure that the Lessor is
                  the Certificate Holder with respect to all insurance. On the
                  date of execution of each Equipment Schedule to this Lease,
                  the Lessee shall provide the Lessor with an insurance binder
                  with coverage in accordance with the terms of this Lease.
                  Within 5 days of execution of each Equipment Schedule, the
                  Lessee shall provide the Lessor with a Certificate Of Property
                  Insurance in favor of the Lessor. Each policy shall provide
                  that the insurance cannot be canceled without thirty days
                  prior written notice to the Lessor. Upon request by the
                  Lessor, the Lessee agrees to furnish proof of each insurance
                  policy including a certificate of insurance and a copy of the
                  policy. The proceeds of such insurance shall be applied at the
                  Lessor's sole election toward the replacement or repair of the
                  damaged portion of the Equipment or payment

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                  towards the Obligations. The Lessee appoints the Lessor as
                  attorney-in-fact to make any claim for, receive payment of, or
                  execute or endorse all documents, checks or drafts for loss or
                  damage or return of premium under such insurance.

         (e)      If the Lessee fails to obtain or maintain the insurance
                  described herein, the Lessor may, and shall not be obliged to,
                  obtain and maintain such insurance. The Lessee agrees to pay
                  to the Lessor the out-of-pocket cost of such insurance as
                  incurred by the Lessor plus an administration fee equal to 5%
                  of such cost. The Lessee shall have no right or claim to any
                  insurance benefits from Lessor.

13.      INDEMNITY.

         The Lessee agrees to indemnify and hold the Lessor and its affiliates,
officers, directors, employees, principals, shareholders and attorneys, agents,
representatives and consultants harmless from and against any and all losses,
damages, injuries, claims, demands, and expenses, including any and all
attorney's fees and costs arising from or caused directly or indirectly by any
actual or alleged use, possession, maintenance, condition (whether or not latent
or discoverable), operation, location, delivery, transportation or removal of
the Equipment, or arising from acts or omissions of the Lessee, acts or
omissions of any agent, assignee, or delegee of the Lessee or otherwise in
connection with the leasing of any or all of the Equipment herein. The Lessee's
obligation to provide such indemnification shall survive the term of this Lease.
Should the Lessee be entitled under applicable law to revoke its acceptance of
any of the Equipment, the Lessee agrees to pay and indemnify the Lessor for any
payment made by the Lessor to the Lessee, the Manufacturer and/or to the
Supplier.

14.      ATTORNEY'S FEES.

         (a)      The Lessee shall pay to the Lessor any and all attorney's fees
                  and costs, any accountant's fees, costs, and any out of pocket
                  expenses incurred by the Lessor:

                  (i)      in the negotiation, preparation and/or administration
                           of this Lease, any amendments thereto, any Equipment
                           Schedules, any Guarantees, and any related documents
                           related to any of the foregoing;

                  (ii)     in connection with any disagreement or litigation
                           arising out of, or in connection with any of the
                           foregoing; or

                  (iii)    in any restructuring of the Obligations.

         (b)      In addition, if it becomes necessary for the Lessor to utilize
                  collection efforts or engage an attorney to enforce its rights
                  against the Lessee, the Lessee agrees to pay all costs of
                  collection, including actual attorney's fees and costs whether
                  or not suit is filed and in all proceedings arising under the
                  Lease, including any arbitration, bankruptcy proceeding, civil
                  action, mediation, counterclaim or post-judgment action or
                  appeal with respect to any of the foregoing. All attorney's
                  fees and costs shall be payable by the Lessee to the Lessor on
                  demand.

         (c)      The Lessee promises to pay and agrees that the Lessor may
                  deduct from monies otherwise due to the Lessee, all of the
                  above described attorney's fees, costs and out-of-pocket
                  expenses.

         (d)      In the event any Obligations become due and remain unpaid in
                  part or in their entirety, the Lessor, at its sole option, may
                  do one or more of the following:


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                                      -9-


                  (i)      require the Lessee to pledge additional assets to
                           secure the Obligations; or

                  (ii)     declare an Event of Default under paragraph 15 and
                           exercise its rights and remedies hereunder or
                           otherwise available to it.

15.      DEFAULT.

         The Lessee shall be in default of this Lease upon any of the following
events (an "Event of Default"):

         (a)      The Lessee fails to pay any amount when due under the Lease;

         (b)      The Lessee assigns, moves, pledges, subleases or sells any of
                  the Equipment or attempts to do so, without the Lessor's
                  written authorization;

         (c)      The Lessee breaches any of its warranties under this Lease or
                  under any other agreement with the Lessor;

         (d)      The Lessee fails to pay and/or perform any of its Obligations
                  when the same come due;

         (e)      Any execution or writ of process is issued in any action or
                  proceeding to seize or detain any of the Equipment;

         (f)      The Lessee gives the Lessor reasonable cause to be insecure
                  about the Lessee's willingness or ability to perform any of
                  the Lessee's Obligations;

         (g)      The Lessee becomes insolvent or unable to pay debts when due,
                  stops doing business as a going concern, merges, consolidates,
                  transfers all or substantially all of its assets, makes an
                  assignment for the benefit or creditors, appoints a trustee or
                  receiver or undergoes a substantial deterioration of financial
                  health;

         (h)      The Lessee files a petition or a petition is filed against the
                  Lessee under the United States Bankruptcy Code or the Lessee
                  commences, authorizes or acquiesces in the commencement of a
                  proceeding under any law for the protection from creditors;

         (i)      Any default under any other agreement or document between
                  and/or concerning the Lessee and the Lessor;

         (j)      The Lessee fails to perform any of its covenants and/or
                  reporting obligations to the Lessor under this Lease when and
                  as required herein;

         (k)      The Lessee fails to comply in a timely manner with any
                  federal, state, or local tax or other reporting requirements
                  (including without limitation, requirements relating to the
                  filing of payroll tax returns), or fails to make timely
                  payment of any tax or municipal obligations, or if any
                  federal, state, or local government asserts or files any tax
                  or other statutory lien or levy on, or claim of set-off
                  against, any of the Equipment or any other Collateral, or
                  otherwise claims or asserts in writing that the Lessee has
                  failed to comply with its tax or other payment obligations or
                  otherwise states in writing its intention to file any lien
                  against any of the Equipment or any of the other Collateral
                  for failure to pay any or all required tax or other
                  obligations;

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(l)               If any representation or warranty contained herein or any
                  information, report, financial statement, exhibit, certificate
                  or schedule furnished by or on behalf of the Lessee, whether
                  provided prior to, simultaneous with or after the execution of
                  this Lease, contains any material misstatement of fact or
                  omitted or omits to state any material fact necessary to make
                  the statements herein or therein not misleading.

         Upon the occurrence of an Event of Default hereunder, a surcharge of 4%
per annum (a "Surcharge") on the Obligations shall immediately be charged to
Lessee without notice and thereafter shall be payable by Lessee to Lessor until
and inclusive of the date the Event of Default has been cured, or in the event
that the Obligations have been accelerated, until all Obligations have been paid
in full, including the period following entry of any judgment on or relating to
any of the Obligations. The Surcharge shall accrue on any such judgment until
actual receipt by the Lessor of payment in full of all Obligations (including
the Surcharge) and said judgment. The Surcharge shall be secured by the
Collateral.

         After the occurrence of an Event of Default, Lessor shall be entitled
to apply any payments or proceeds received by it and/or any monies of Lessee
held by Lessor against the Obligations, whether interest, Payments, Surcharge,
attorney's fees and costs, costs of collection or otherwise, in such manner and
order as Lessor may, at its sole discretion, determine.

16.      REMEDIES.

         Should the Lessee default under this Lease, the Lessor has the right to
collect and to exercise any or all of the following:

         (i)      the Lessor may seek any and all remedies available for the
                  enforcement of this Lease at law or in equity, and without
                  limitation, the Lessor may also, in its sole discretion, but
                  shall not be obligated to, declare all Obligations to be
                  forthwith due and payable and/or exercise any or all of its
                  rights to collect on the Collateral. If it becomes necessary
                  for the Lessor to utilize collection efforts to enforce its
                  rights against the Lessee, the Lessee agrees to pay all
                  expenses in connection therewith.

         (ii)     The Lessor may, without notice, accelerate all sums under the
                  Lease and under any other agreement with the Lessor and
                  require the Lessee to immediately pay the Lessor all
                  Obligations including but not limited to, all sums that are
                  already due and those that will become due, including the
                  lease-end Purchase Options of all of the Equipment;

         (iii)    At the time of an Event of Default or at any time thereafter,
                  the Lessor has the immediate unfettered right to take
                  possession of all of the Equipment and all of the other
                  Collateral without any court order or other process of law and
                  for such purposes may enter upon any premises where any
                  Equipment or other Collateral may be, remove the same,
                  foreclose upon the same, sell or re-lease any or all of the
                  Equipment and/or other Collateral, and apply any proceeds to
                  the Obligations in a manner in the Lessor's sole and absolute
                  discretion. The Lessee shall be liable to the Lessor for all
                  reasonable costs and expenses incurred in the repossession,
                  recovery, storage, repair, sale, re-lease or other disposition
                  of the Equipment and the other Collateral;

         (iv)     The Lessor has the right to exercise any remedy at law or
                  equity, notice thereof being expressly waived by the Lessee;
<PAGE>   11
                                      -11-


         (v)      The Lessor's action or failure to act on one remedy
                  constitutes neither an election to be limited thereto nor a
                  waiver of any other remedy or a release of the Lessee from any
                  liability.

17.      MISCELLANEOUS.

         (a)      The Lessee will provide the Lessor with copies of its: annual
                  audited financial statements, if available, and any in-house
                  prepared annual financial statements within seventy-five (75)
                  days of the end of the Lessee's fiscal year, monthly financial
                  statements within thirty (30) days after the end of each
                  calendar month and IRS 940 and 941 within thirty-one (31) days
                  after the end of each calendar quarter. Further, upon any
                  request by the Lessor, within five (5) business days, the
                  Lessee shall provide the Lessor with a detailed list of all
                  Collateral.

         (b)      All installation and servicing with respect to the Equipment
                  shall be the sole responsibility of the Lessee.

         (c)      The Lessee shall within one (1) business day, advise the
                  Lessor, in writing if:

                  (i)      the Lessee's place of business and record keeping is
                           changed or a new place is added or the Lessee changes
                           its jurisdiction of incorporation;

                  (ii)     the Lessee adds to or changes any locations in which
                           any of the Equipment or any of the Collateral is
                           maintained;

                  (iii)    there are any changes in the senior management of the
                           Lessee or should any person previously authorized to
                           execute documents on behalf of the Lessee be
                           terminated or relieved of their authority to execute
                           such documents;

                  (iv)     there is any change of greater than five percent (5%)
                           in the ownership of the Lessee within any thirty (30)
                           day period.

                  (v)      there is, or is threatened, any attachment or other
                           legal process levied against the Lessee including
                           without limitation, any assessment made concerning
                           any tax liability, if any taxing authority provides
                           any notice of an intent to place a levy or lien, or
                           if any tax lien or levy is actually recorded;

                  (vi)     there are any previously undisclosed adverse changes
                           with respect to the Lessee's financial condition or
                           any of the Collateral;

                  (vii)    the Lessee dissolves, merges or consolidates with or
                           into any corporation or otherwise changes its
                           identity, including without limitation the use of a
                           new trade name, or corporate or business structure;
                           and/or

                  (viii)   the Lessee changes its name or uses any trade name
                           not previously disclosed in writing to the Lessor.

         (d)      The Lessee hereby grants a limited power of attorney to the
                  Lessor to execute and file financing statements pursuant to
                  the Uniform Commercial Code, or any similar legislation in the
                  Lessee's name, to execute and file any documents or
                  instruments to protect or perfect the Lessor's interest in any
                  Collateral located in international


<PAGE>   12
                                      -12-


                  jurisdictions (collectively, the "International Documents")
                  and/or any Collateral consisting of intellectual property, to
                  sign and file with the Internal Revenue Service IRS Form 8821,
                  on behalf of the Lessee; and to endorse the Lessee's name, and
                  to negotiate or to deposit, any and all checks, notes, drafts,
                  or other orders for payment of money payable or endorsed to
                  the Lessee which come into the Lessor's possession hereunder.

         (e)      The Lessee affirms that its hardware and software are
                  designed, or will be modified prior to December 31, 1999, to
                  be used prior to, during and after the calendar year 2000 A.D.
                  and such hardware and software will operate during such time
                  period without error, including errors relating to date data,
                  century recognition, leap year calculations, calculations
                  which accommodate same century and multi-century formulas and
                  date values, and date data interface values that reflect the
                  century. The Lessee also agrees to hold the Lessor harmless
                  for any transfers or funds occasioned by the inability of any
                  banks, other financial institutions and/or the federal reserve
                  system to properly accommodate dates after December 31, 1999.

         (f)      The Lessee acknowledges that any reports, audits, credit
                  checks or similar investigations which have been or will be
                  performed by or for the Lessor's own purposes are not for the
                  benefit of the Lessee, and the Lessee agrees that it has no
                  right to rely thereon.

         (g)      The Lessor and the Lessee acknowledge that this Lease shall
                  not create any agency, partnership or joint venture
                  relationship between the Lessor and the Lessee.

         (h)      Amendments to this Lease shall be made in writing and must be
                  signed by both parties.

         (i)      The Lessee agrees to indemnify and hold the Lessor, its
                  affiliates, officers, directors, employees, principals,
                  shareholders, agents, attorneys, and representatives harmless
                  from and against any loss, liability, expense, damage or
                  injury suffered or sustained resulting from third-party claims
                  and arising from acts or omissions of the Lessee, or acts or
                  omissions of any agent, assignee, broker or delegee of the
                  Lessee. The Lessee's obligations to provide such
                  indemnification shall survive the term of this Lease.

         (j)      Whenever, by the terms of this Lease, notice shall be given,
                  such notice shall be in writing and sent by facsimile
                  transmission to the fax numbers provided below (provided
                  evidence of transmission is maintained), or national overnight
                  or courier delivery service:

                          Lessee: Fax No. 210-561-5930
                          Lessor: Fax No. 609-844-0441

         (k)      No waiver of or failure to enforce any provisions of this
                  Lease shall be deemed, or shall constitute, a waiver of any
                  other provision of this Lease, nor shall such waiver or
                  failure to enforce constitute a continuing waiver of any
                  provision of this Lease.

         (l)      The Parties hereby represent that each has caused, and will
                  cause, the proper corporate or individual actions to be taken
                  by each respectively, to effectuate the rights and obligations
                  granted under this Lease.

         (m)      All the terms and provisions of this Lease shall be binding
                  upon, inure to the benefit of and shall be enforceable by the
                  successors in interest of the respective Parties hereto.
                  Nothing contained herein, expressed or implied is intended nor
                  shall it be construed to

<PAGE>   13
                                      -13-


                  confer to or give to any person, firm, or corporation other
                  than the parties hereto any rights or remedies under or by
                  reason of this Lease.

         (n)      Reference to the masculine shall include the feminine and
                  neuter, and vice versa. Reference to the singular shall
                  include the plural, and vice versa.

         (o)      This Lease sets forth the entire agreement and understanding
                  between the Parties as to the subject matter hereof, and
                  supersedes all prior discussions between them concerning the
                  subject matter hereof. No party shall be bound by any
                  condition, definition, warranty, or representation, regarding
                  the terms of this Lease other than as expressly set forth or
                  provided for in this Lease, or as may be, on or subsequent to
                  the date hereof, set forth in writing and signed by the
                  Parties hereto.

         (p)      This Lease may be executed in any number of counterparts, each
                  of which shall be an original but all of which shall
                  constitute the entire instrument. Signature pages may be
                  exchanged by facsimile to expedite the closing, with original
                  signatures to be exchanged as soon as possible thereafter. In
                  any event, the Lessee must provide copy of this Lease with
                  original signatures to the Lessor within three (3) business
                  days.

         (q)      By executing this Lease, the Parties acknowledge that they
                  have been fully advised by independent counsel as to the
                  ramifications of the terms and provisions of this Lease, and
                  the signatories have authority to act on behalf of the
                  respective entities in executing this Lease, for the purposes
                  herein contained.

         (r)      The execution and delivery of this Lease, and the performance
                  by the Lessee of its obligations hereunder, do not conflict
                  with any provision of law applicable to the Lessee or of any
                  agreement binding on it.

         (s)      This Lease is expressly limited so that in no event
                  whatsoever, shall the amounts paid or agreed to be paid to the
                  Lessor, exceed the maximum interest rate permissible under
                  applicable law. If, from any circumstances whatsoever, the
                  maximum interest rate limit validly prescribed by applicable
                  law is transcended, then, ipso facto the obligation to be
                  fulfilled shall be reduced to the maximum interest rate
                  prescribed by applicable law. If from any circumstance, the
                  Lessor shall ever receive interest, or anything that might be
                  deemed interest under applicable law that would exceed the
                  highest lawful rate, such amount that would be excessive
                  interest shall be applied to the reduction of the non-interest
                  portions of the Obligations under this Lease or under any
                  other agreement between the Lessor and the Lessee. If the
                  non-interest portions of the aforementioned Obligations are
                  paid in full, such excess amount shall be refunded to the
                  Lessee.

         (t)      Bank wire and lock box fees, search and filing fees, messenger
                  costs, postal and/or overnight mail and other costs incurred
                  by the Lessor (including, but not limited to, attorney's fees,
                  costs and insurance bonding premiums) will be charged to the
                  Lessee as they are incurred.

         (u)      In the event any payments received on behalf of the Lessee are
                  subsequently returned by the Lessee's bank for insufficient
                  funds or any other reason which was not caused by a mistake on
                  the part of the Lessor, the Lessee shall be assessed by the
                  Lessor, a charge of the greater of $50, or the maximum allowed
                  under law.

<PAGE>   14
                                      -14-


         (v)      The provisions of this Lease are severable. Should any
                  provisions herein be found to be invalid or unenforceable by a
                  court of competent jurisdiction, the other provisions shall
                  remain in full force and effect as though the invalid or
                  unenforceable provision were never a part hereof. Any
                  provision held in conflict with any statute or rule of law
                  shall be deemed inoperative only to the extent of such
                  conflict and shall be modified to conform with such statute or
                  rule.

         (w)      To the extent permitted by applicable law, the Lessee hereby
                  waives any rights to:

                  (i)      cancel or repudiate this Lease;

                  (ii)     revoke acceptance of or reject any of the Equipment;

                  (iii)    claim a security interest in any of the Equipment;

                  (iv)     accept partial delivery of any of the Equipment;

                  (v)      sell or dispose of any of the Equipment upon
                           rejection or revocation;

                  (vi)     seek "cover" in substitution for the Lease from the
                           Lessor.

18.      CONSENT TO NEW YORK LAW, JURISDICTION, VENUE, AND NON-JURY TRIAL.

         The Lessee stipulates that:

         (a)      this Lease shall be deemed fully executed, performed, governed
                  by and construed in accordance with the laws of the State of
                  New York; and

         (b)      in an action, proceeding, or appeal on any matter related to
                  or arising out of this Lease, the Lessee:

                  (i)      shall be subject to and submit to the jurisdictions
                           of the States of New York, California and Illinois,
                           including any state or federal courts sitting
                           therein, and all court rules therefrom and waives any
                           and all rights under the laws of any jurisdictions to
                           object to such jurisdictions;

                  (ii)     shall accept venue in any federal or state court in
                           New York, California or Illinois;

                  (iii)    any claims by Lessee against the Lessor shall be
                           brought in the Supreme Court of the State of New York
                           or the Superior Court of the State of California
                           only; and

                  (iv)     THE LESSEE AND LESSOR HEREBY WAIVE ANY AND ALL RIGHTS
                           TO A TRIAL BY JURY in any action, suit, counterclaim
                           or cross-claim arising in connection with, out of or
                           otherwise relating to this Lease, any other documents
                           between the Parties, the Obligations, the Collateral,
                           or in any transaction arising therefrom and/or
                           related thereto.
<PAGE>   15
                                      -15-


LENDER:  PRINVEST FINANCIAL CORP

         By:
            ---------------------         ----------------------
            Officer's Signature           Date


ACCEPTED AND AGREED TO:

         BORROWER:  GLOBALNET, LLC

         By:
            ---------------------         ----------------------
            Manager's Signature           Date



            ---------------------
            Print Name & Title



                  BORROWER'S ABOVE SIGNATURE MUST BE NOTARIZED.

STATE OF ILLINOIS, COUNTY OF DUPAGE

Lessee's Acceptance And Agreement Sworn To And Subscribed Before Me This 8th Day
of November 1999.


                                             -----------------------------------
                                             Notary Public/Justice of the Peace

<PAGE>   16
                                      -16-


         BORROWER:  GLOBALNET, LLC


         By:
            ---------------------         ----------------------
            Manager's Signature           Date



            ---------------------
            Print Name & Title




                  BORROWER'S ABOVE SIGNATURE MUST BE NOTARIZED.

STATE OF ILLINOIS, COUNTY OF DUPAGE

Lessee's Acceptance And Agreement Sworn To And Subscribed Before Me This 8th Day
of November 1999.


                                             -----------------------------------
                                             Notary Public/Justice of the Peace
<PAGE>   17
                                                                          Page 1

<TABLE>
<CAPTION>
GlobalNet, LLC - Lease Amortization Schedule
--------------------------------------------------------------------------------
<S>                                           <C>
Compound Period ........................      : Monthly

Nominal Annual Rate.....................      :  22.000%
Periodic Rate...........................      :  1.8333%
Daily Rate..............................      : 0.06027%
</TABLE>

CASH FLOW DATA

<TABLE>
<CAPTION>

    Event      Start Date       Amount           Number    Period     End Date
--------------------------------------------------------------------------------
<S>            <C>              <C>              <C>      <C>         <C>
1   Loan       10/15/1999       5,091,835.14      1
2   Payment    11/01/1999         173,507.32     42       Monthly     04/01/2003
</TABLE>

AMORTIZATION SCHEDULE - Normal Amortization

<TABLE>
<CAPTION>
            Date             Payment          Interest           Principal        Balance
-------------------------------------------------------------------------------------------
<S>       <C>              <C>              <C>                  <C>            <C>
Loan      10/15/1999                                                            5,091,835.14
1         11/01/1999       173,507.32       52,173.87             121,333.45    4,970,501.69
2         12/01/1999       173,507.32       91,125.86              82,381.46    4,888,120.23
3         01/01/2000       173,507.32       89,615.54              83,891.78    4,804,228.45
4         02/01/2000       173,507.32       88,077.52              85,429.80    4,718,798.65
5         03/01/2000       173,507.32       86,511.31              86,996.01    4,631,802.64
6         04/01/2000       173,507.32       84,916.38              88,590.94    4,543,211.70
7         05/01/2000       173,507.32       83,292.21              90,215.11    4,452,996.59
8         06/01/2000       173,507.32       81,638.27              91,869.05    4,361,127.54
9         07/01/2000       173,507.32       79,954.00              93,553.32    4,267,574.22
10        08/01/2000       173,507.32       78,238.86              95,268.46    4,172,305.76
11        09/01/2000       173,507.32       76,492.27              97,015.05    4,075,290.71
12        10/01/2000       173,507.32       74,713.66              98,793.66    3,976,497.05
13        11/01/2000       173,507.32       72,902.45             100,604.87    3,875,892.18
14        12/01/2000       173,507.32       71,058.02             102,449.30    3,773,442.88
15        01/01/2001       173,507.32       69,179.79             104,327.53    3,669,115.35
16        02/01/2001       173,507.32       67,267.11             106,240.21    3,562,875.14
17        03/01/2001       173,507.32       65,319.38             108,187.94    3,454,687.20
18        04/01/2001       173,507.32       63,335.93             110,171.39    3,344,515.81
19        05/01/2001       173,507.32       61,316.12             112,191.20    3,232,324.61
20        06/01/2001       173,507.32       59,259.28             114,248.04    3,118,076.57
21        07/01/2001       173,507.32       57,164.74             116,342.58    3,001,733.99
22        08/01/2001       173,507.32       55,031.79             118,475.53    2,883,258.46
23        09/01/2001       173,507.32       52,859.74             120,647.58    2,762,610.88
24        10/01/2001       173,507.32       50,647.87             122,859.45    2,639,751.43
25        11/01/2001       173,507.32       48,395.44             125,111.88    2,514,639.55
26        12/01/2001       173,507.32       46,101.73             127,405.59    2,387,233.96
27        01/01/2002       173,507.32       43,765.96             129,741.36    2,257,492.60
28        02/01/2002       173,507.32       41,387.36             132,119.96    2,125,372.64
29        03/01/2002       173,507.32       38,965.17             134,542.15    1,990,830.49
30        04/01/2002       173,507.32       36,498.56             137,008.76    1,853,821.73
31        05/01/2002       173,507.32       33,986.73             139,520.59    1,714,301.14
</TABLE>

Please Acknowledge ---------------------------------- (Sign and date)


<PAGE>   18
                                                                          Page 2


GlobalNet, LLC - Lease Amortization Schedule
<TABLE>
<CAPTION>

         Date             Payment          Interest           Principal          Balance
-------------------------------------------------------------------------------------------
<S>                      <C>               <C>               <C>               <C>
32      06/01/2002       173,507.32        31,428.85         142,078.47        1,572,222.67
33      07/01/2002       173,507.32        28,824.08         144,683.24        1,427,539.43
34      08/01/2002       173,507.32        26,171.56         147,335.76        1,280,203.67
35      09/01/2002       173,507.32        23,470.40         150,036.92        1,130,166.75
36      10/01/2002       173,507.32        20,719.72         152,787.60          977,379.15
37      11/01/2002       173,507.32        17,918.62         155,588.70          821,790.45
38      12/01/2002       173,507.32        15,066.16         158,441.16          663,349.29
39      01/01/2003       173,507.32        12,161.40         161,345.92          502,003.37
40      02/01/2003       173,507.32         9,203.40         164,303.92          337,699.45
41      03/01/2003       173,507.32         6,191.16         167,316.16          170,383.29
42      04/01/2003       173,507.32         3,124.03         170,383.29                0.00
</TABLE>

Please Acknowledge ----------------------------------  (Sign and date)
<PAGE>   19

As the Lender will provide the Borrower with ongoing receipt and application
information as detailed in this Term Sheet, the Lender reserves the right to
charge the Borrower for time and materials should the Borrower request the
Lender to provide additional detailed reconciliations and/or copies of materials
previously provided.

The interest rates, fees and other charges, authorized advance rates: credit
limits and other terms and conditions contained herein are subject to change
with a 30-day advance written notice by the Lender. This Term Sheet, and any
amendments thereto, commits Lender to the financing against collateral in which
the Lender has (i) a first priority, perfected security interest, (ii) been
assigned the proceeds therefrom and (iii) in its sole discretion, accepted for
financing in a specific written acknowledgement delivered to the Borrower or, if
no written acknowledgement is so delivered, for which the Lender has actually
advanced loan proceeds. Borrower acknowledges that the Lender is under no
obligation to make any Advances or provide any Draws hereunder and Lender, at
its sole discretion, reserves the right to fund or decline to fund any such
request for any reason or for no reason.



ACCEPTED AND EXECUTED

     LENDER:  PRINVEST FINANCIAL CORP

         By:
            ---------------------         ----------------------
            Officer's Signature           Date


ACCEPTED AND AGREED TO:

     BORROWER:  GLOBALNET, LLC

         By:
            ---------------------         ----------------------
            Manager's Signature           Date



            ---------------------
            Print Name & Title



                  BORROWER'S ABOVE SIGNATURE MUST BE NOTARIZED.

STATE OF ILLINOIS, COUNTY OF DUPAGE

Lessee's Acceptance And Agreement Sworn To And Subscribed Before Me This 8th Day
of November 1999.


                                             -----------------------------------
                                             Notary Public/Justice of the Peace