2

                               CAPITAL ASSOCIATES



                                 LEASE AGREEMENT


                                 by and between



                     PHOENIX LIMITED PARTNERSHIP OF RALEIGH

                                    LANDLORD

                                       and

                         HIGH SPEED NET SOLUTIONS, INC.

                                     TENANT

                            Dated as of: 10-15, 1999






                (C)1999 Capital Associates. All rights reserved.


<PAGE>


                                 LEASE AGREEMENT

         THIS LEASE  AGREEMENT  (this  "Lease") is made and entered into on this
15th day of  October,  1999,  by and  between  PHOENIX  LIMITED  PARTNERSHIP  OF
RALEIGH,  a  Delaware  limited  partnership  ("Landlord")  and  HIGH  SPEED  NET
SOLUTIONS,  INC., a Florida corporation ("Tenant"),  on the terms and conditions
set forth below.

                           ARTICLE 1- LEASED PREMISES

         1.01     LEASED PREMISES.
         Landlord  leases to Tenant and Tenant  leased from  Landlord  the space
(the "Leased  Premises") set forth in SUBSECTIONS (a) AND (b) of the Basic Lease
Provisions  below and shown on the floor plan(s)  attached hereto as Exhibit A-1
upon the terms and  conditions set forth in this Lease.  The office  building in
which the Leased Premises are located,  the land on which the office building is
located  (described on EXHIBIT A-2 attached hereto),  the parking facilities and
all improvement and  appurtenances to the building are collectively  referred to
as the "Building".  The Building and any larger complex of which the Building is
a part are collectively referred to as the "Project".

                       ARTICLE 2 - BASIC LEASE PROVISIONS

         2.01     BASIC LEASED PROVISIONS.
         The following provisions as set forth various basic terms of this Lease
and are sometimes referred to as the "Basic Lease Provisions".
<TABLE>


                  <S>     <C>                                <C>
                  (a)      Building Name:                     Two Hannover Square
                           Address:                           434 Fayetteville Street Mall
                                                              Raleigh, North Carolina  27601

                  (b)      Floor(s)                           Twenty-first
                           Suite #                            2120
                           Square Feet Area:                  1,911

                  (c)      Total Area of Building             444,051 square feet

                  (d)      Annual Base Rent:                  $31,053.72 ($16.25 per square foot)
                           Monthly Base Rent:                 $2,587.81

                  (e)      Base Operating Expense Factor:     1999 actual Operating Expenses
                                                              per square foot

                  (f)      Parking:                           4 parking spaces per 1,000 square
                                                              feet of space
                           Monthly Rent per Parking Space:    see EXHIBIT I

                  (g)      Term:                              5 Year(s)   0 Month(s)   0 Day(s)


<PAGE>

                  (h)      Target Commencement Date:          October 1, 1999
                           Target Expiration Date:            September 30, 2004

(See EXHIBIT B for confirmation of the actual  Commencement  Date and Expiration
Date of this Lease.)

                  (i)      Intentionally deleted

                  (j)      Permitted Use:                     General business office, computer software
                                                              development, sales and administration

                  (k)      Addresses for notices and other communications under this Lease:

                  LANDLORD                                    TENANT
                  --------                                    ------

                  Phoenix Limited Partnership of Raleigh      High Speed Net Solutions, Inc.
                  c/o Capital Associates                      Two Hannover Square
                  Two Hannover Square                             434 Fayetteville Street Mall,
                  434 Fayetteville Street Mall,               Suite 2120
                  Suite 1510                                  Raleigh, North Carolina  27601
                  Raleigh, North Carolina  27601              Attn:  Alan Kleinmaier
                                                                     ---------------

                  (l)      Broker:                            Capital Associates
                           Co-Broker:                         None
</TABLE>

                         ARTICLE 3 - TERM AND POSSESSION

         3.01     TERM.
         This Lease shall be and  continue in full force and effect for the term
set forth in SUBSECTION  2.01(g).  Subject to the  remaining  provisions of this
Article,  the Term  shall  commence  on the  Target  Commencement  Date shown in
Subsection  2.01(h) and shall  expire  without  notice to Tenant,  on the Target
Expiration  Date shown in SUBSECTION  2.01(h);  provided,  however,  that if the
Commencement Date is other than the first (1st) day of the month, the Expiration
Date  shall  nevertheless  be the last day of the last  month of the Term.  Such
term, as it may be modified,  renewed and extended, in accordance with EXHIBIT G
herein, is herein called the "Term".

         3.02     COMMENCEMENT.
         Subject to SECTION 3.03 hereof, if on the Target  Commencement Date any
of the work described in this Lease that is required to be performed by Landlord
at Landlord's  expense to prepare the Leased Premises for occupancy has not been
substantially  completed,  or if Landlord is unable to tender  possession of the
Leased  Premises to Tenant on the specified  date due to any other reason beyond
the reasonable control of Landlord,  the hereinafter  defined  Commencement Date
(and  commencement  of  installments  of Base Rent) shall be postponed until the
work  to  be  performed  in  the  Leased  Premised  at  Landlord's   expense  is

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<PAGE>

substantially  completed,  and the  postponement  shall  operate  to extend  the
Expiration Date in order to give full effect to the stated duration of the Term.
The deferment of  installments of Base Rent shall be Tenant's  exclusive  remedy
for postponement of the Commencement  Date, and Tenant shall have no, and waives
any, claim against Landlord because of any such delay.

         3.03     TENANT'S DELAY.
         No delay in the completion of the Leased Premises  resulting from delay
or  failure on the part of Tenant in  furnishing  information  or other  matters
required in this Lease,  and no delay  resulting from the completion of work, if
any, that is to be performed at Tenant's expense  pursuant to this Lease,  shall
delay the Commencement Date,  Expiration Date or commencement of payment of Rent
(as defined in SUBSECTION 4.02 below).

         3.04     TENANT'S POSSESSION
         If, prior to the Commencement  Date, Tenant shall enter into possession
of all or any part of the  Leased  Premises,  the Term,  the  payment of monthly
installments  of Base Rent and all other  obligations  of Tenant to be performed
during the Term shall commence on, and the Commencement  Date shall be deemed to
be, the date of such  entry;  provided,  no such early  entry  shall  operate to
change the Expiration Date.

         3.05     CONFIRMATION OF DATES.
         Tenant shall confirm its acceptance of the Leased Premises by execution
of the Acceptance of Leased Premises Memorandum attached hereto as EXHIBIT B. If
either the actual commencement date  ("Commencement  Date") or actual expiration
date ("Expiration Date") are different from the Target Commencement Date and the
Target Expiration Date,  respectively set forth in SUBSECTION 2.01(h),  Landlord
and Tenant shall  execute an amendment  to the Lease  setting  forth such actual
date. If such amendment is not executed,  the  Commencement  Date and Expiration
Date shall be  conclusively  deemed to be the Target  Commencement  Date and the
Target Expiration Date set forth in SUBSECTION 2.01(h).

         3.06     HOLDOVER.
         If Tenant shall remain in possession of the Leased  Premises  after the
expiration  or  earlier  termination  of this  Lease,  Tenant  shall be deemed a
tenant-at-sufferance,  terminable at any time on one (1) days' notice, and shall
pay daily rent at double the per day Rent  payable with respect to the last full
calendar month  immediately  prior to the end of the Term or termination of this
Lease,  but otherwise shall be subject to all of the obligations of Tenant under
this Lease.  Tenant shall indemnify  Landlord (i) against all claims for damages
by any other  tenant to whom  Landlord  may have  leased  all or any part of the
Leased Premises  effective upon the termination or expiration of this Lease, and
(ii) for all other losses, costs and expenses,  including  consequential damages
and reasonable  attorneys' fees, sustained or incurred by reason of such holding
over.

                      ARTICLE 4 - RENT AND SECURITY DEPOSIT

         4.01     BASE RENT.
         Tenant agrees to pay to Landlord rent ("Base Rent") throughout the Term
in the amount of the Annual Base Rent set forth in SUBSECTION  2.01(d),  subject
to adjustment  as provided in this Lease.  Base Rent shall be payable in monthly

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<PAGE>

installments in the amount set forth in SUBSECTION 2.01(d) ("Monthly Base Rent")
in advance and without  demand,  deduction or set-off,  on the first day of each
and every  calendar month during the Term. If the  Commencement  Date is not the
first day of a month, Tenant shall be required to pay on the Commencement Date a
pro rata  portion of the Monthly  Base Rent for the first  partial  month of the
Term.

         4.02     PAYMENT OF RENT.
         As used in this Lease, "Rent" shall mean the Base Rent, Additional Rent
(defined  below)  and all other  amounts  required  to be paid by Tenant in this
Lease. The Rent shall be paid at the times and in the amounts provided herein in
legal  tender of the  United  states  of  America  to  Landlord  at its  address
specified in  SUBSECTION  2.01(k) above or at such other address as Landlord may
from time to time designate in writing.  The Rent shall be paid without  notice,
demand,  abatement,  deduction or offset except as may be expressly set forth in
this Lease.

         4.03     ADDITIONAL RENT.
         The term  "Additional  Rent"  shall  mean the  total of the  "Operating
Expense Adjustment",  the "Cost of Living Adjustment", as such terms are defined
below,  and any other  amounts in addition to Base Rent which Tenant is required
to pay to Landlord under this Lease.

         4.04     OPERATING EXPENSE ADJUSTMENT.
         If the Expense  (defined below) for the Building for any calendar year,
expressed on a per square foot basis,  exceed the Base Operating  Expense Factor
specified in SUBSECTION 2.01(e), Tenant shall pay to Landlord increased Rent (an
"Operating Expense Adjustment") in an amount equal to the product of such excess
times the square feet of the Leased  Premises as stated in  SUBSECTION  2.01(b).
The Operating Expense Adjustment shall be payable in monthly installments on the
first day of each calendar  month based on Landlord's  estimate of the Operating
Expenses  for the then  current  calendar  year.  Landlord  may at any time give
Tenant written notice specifying  Landlord's  estimate of the Operating Expenses
for  the  then  current  calendar  year  or the  subsequent  calendar  year  and
specifying the Operating  Expense  Adjustment to be paid by Tenant for each such
year.  Within one hundred twenty (120) days after the end of each calendar year,
Landlord  shall give written notice to Tenant  specifying  the actual  Operating
Expenses  for the  prior  calendar  year  and any  necessary  adjustment  to the
Operating Expense Adjustment paid by Tenant for that calendar year. Tenant shall
pay any deficit  amount to Landlord  within  fifteen (15) days after  receipt of
Landlord's  written notice.  Any excess payment by Tenant for the prior calendar
year shall reduce the Operating  Expense  Adjustment for the following year. The
provisions of this paragraph  shall survive the  cancellation  or termination of
this Lease.

         The term "Operating Expenses" shall mean, except as otherwise specified
in this definition,  all expenses,  costs,  and  disbursements of every kind and
nature,  computed  on an  accrual  basis,  which  Landlord  shall  pay or become
obligated to pay because of or in connection with the ownership and operation of
the Building,  or Landlord's  efforts to reduce  Operating  Expenses,  including
without  limitation:  (1)  wages  and  salaries  of all  employees  to an extent
commensurate  with  such  employees'  involvement  in  the  operation,   repair,
replacement,  maintenance,  and  security of the  Building,  including,  without
limitation,   amounts  attributable  to  the  employer's  Social  Security  Tax,
unemployment  taxes, and insurance,  and any other amount which may be levied on
such  wages and  salaries,  and the costs of all  insurance  and other  employee

                                       4
<PAGE>

benefits related thereto;  (2) all supplies and materials used in the operation,
maintenance,  repair,  replacement and security of the Building;  (3) the rental
costs of any and all leased capital improvements and the annual costs of any and
all capital improvements made to the Building which, although capital in nature,
can reasonably be expected to reduce the normal operating costs of the Building,
to the extent of the lesser of such expected  reduction in operating expenses or
the  annual  cost  of  such  capital  improvements,   as  well  as  all  capital
improvements  made in  order to  comply  with any  legal  requirement  hereafter
promulgated by any government  authority  relating to the  environment,  energy,
conservation,  public safety,  access for the disabled or security, as amortized
over the useful life of such  improvements  by Landlord  for federal  income tax
purposes;  (4) the cost of all  utilities,  other  than the cost of  electricity
supplied to tenants of the Building  which is separately  metered and reimbursed
to  Landlord  by such  tenants;  (5) the costs of all  maintenance  and  service
agreements  with respect to the  operation of the Building or any part  thereof,
including, without limitation, management fees, alarm service, equipment, window
cleaning,   elevator   maintenance,   landscape  maintenance  and  parking  area
maintenance  and  operation;  (6) the  costs of all  insurance  relating  to the
Building,  including  without  limitation,   casualty  and  liability  insurance
applicable to the Building and Landlord's  personal  property used in connection
therewith;  (7) all  taxes  and  assessments  and  government  charges,  whether
federal,  state,  county,  or  municipal,  and  whether by taxing  districts  or
authorities  presently taxing or by others,  subsequently  created or otherwise,
including all taxes levied or assessed against or for leasehold improvements and
any  other  taxes  and  assessments  attributable  to the  Building  and/or  the
operation  thereof,  together with the reasonable  costs  (including  attorneys,
consultants  and  appraisers) of any  negotiation,  contest or appeal pursued by
Landlord in an effort to reduce any such tax,  assessment or charge,  excluding,
however, federal and state taxes on Landlord's income, but including all rental,
sales, use and occupancy taxes or other similar taxes, if any, levied or imposed
by any city, state, county, or other governmental body having jurisdiction;  and
(8) the cost of all repairs, replacements, removals and general maintenance with
respect to the  Building.  Specifically  excluded  from  Operating  Expenses are
expenses  for capital  improvements  made to the  Building,  other than  capital
improvements  described  in clause (3) of this  definition  and except for items
which,  through  capital  for  accounting  purposes,   are  properly  considered
maintenance and repair items,  such as painting of common areas,  replacement of
carpet in elevator lobbies and like items; expenses for repair,  replacement and
general  maintenance  paid by proceeds of  insurance or by Tenant or other third
parties;  alterations  attributable solely to tenants of the Building other than
Tenant; depreciation of the Building; leasing commissions; and federal and state
income taxes imposed on Landlord.

         If, during all or part of any calendar  year, the Building is less than
95% occupied, or if Landlord is providing less than 95% of the Building with any
item or items of work or service  which would  constitute  an Operating  Expense
hereunder,  then the amount of the  Operating  Expenses for such period shall be
adjusted  to  include  any and all  items  enumerated  under the  definition  of
Operating  Expenses  set  forth in this  Subsection  which  Landlord  reasonably
determines  Landlord  would have  incurred if the Building had been at least 95%
leased and occupied with all tenant improvements  constructed or if Landlord has
been  providing  such  item or items of work or  service  to at least 95% of the
Building.  If the actual occupancy of the Building is between 95% and 100%, then
the actual occupancy percentage shall be used for this computation.

                                       5
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         4.05     COST OF LIVING ADJUSTMENT.
         At the end of each Lease year during the Term,  the  Monthly  Base Rent
for the following Lease year shall be increased in accordance with the following
formula:

         (Annual  Base  Rent for the  current  Lease  year x 1.03) / by twelve =
Monthly Base Rent for the following Lease year.

         The  resulting  figure will be the Monthly Base Rent for the  following
year,  and Tenant shall  adjust its  payments of Monthly  Base Rent  accordingly
beginning on the first day of the first month in the following Lease year.

         4.06     INTENTIONALLY DELETED.

         4.07     LATE CHARGE.
         If Tenant  fails or  refuses to pay any  installment  of Rent when due,
Landlord,  at Landlord's  option,  shall be entitled to collect a late charge of
five percent (5%) of the amount of the late payment to  compensate  Landlord for
the  additional  expense  involved in handling  delinquent  payments  and not as
interest;  provided,  however,  that  Tenant  shall be  entitled to one (1) late
payment of Rent in each calendar year of the Term,  which late payment shall not
be  subject  to a late  charge  hereunder  so long as the Rent  then due is paid
within five (5) days of the due date.  If the payment of a late charge  required
by this Section is found to  constitute  interest  notwithstanding  the contrary
intention  of  Landlord  and  Tenant,  the late  charge  shall be limited to the
maximum  amount of interest  that  lawfully may be  collected by Landlord  under
applicable  law, and if any payment is determined to exceed such lawful  amount,
the excess  shall be applied to any unpaid Rent then due and  payable  hereunder
and/or  credited  against  the  next  succeeding  installment  of  Rent  payable
hereunder.  If all Rent  hereunder  has been paid in full,  any excess  shall be
refunded to Tenant.  Tenant shall  reimburse  Landlord for any  processing  fees
charged to Landlord  as a result of Tenant's  checks  having been  returned  for
insufficient funds.

                              ARTICLE 5 - SERVICES

         5.01     SERVICES.
         Landlord shall furnish Tenant while occupying the Leased Premises:

         (a) Subject to curtailment as required by governmental  laws,  rules or
regulations,  central  heat and air  conditioning  in  season,  at such times as
Landlord normally  furnishes these services to other tenants in the Building and
at such  temperatures  and in such amounts as are  considered  by Landlord to be
standard,  but such service on Saturday  afternoons,  Sundays and holidays to be
furnished only upon request of Tenant, who shall bear the entire cost thereof as
provided in EXHIBIT F attached hereto; elevator service; and routine maintenance
and electric  lighting service for all public areas and special service areas of
the Building in the manner and to the extent  deemed by Landlord to be standard.
Landlord will furnish  janitor  service on a five (5) day week basis at no extra
charge.  Failure by Landlord  to any extent to furnish  these  services,  or any
cessation thereof,  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 an abatement of
rent,  nor  relieve  Tenant  from its  obligation  to fulfill  any  covenant  or

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agreement thereof.  Should any of Landlord's  equipment or machinery break down,
or for any cause  cease to  function  property,  Landlord  shall use  reasonable
diligence during normal business hours to repair 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.

         (b)  Proper  electrical  facilities  to  furnish  sufficient  power for
personal  computers,  fax  machines,  desktop  computer  printers,   calculating
machines  and other  machines  of similar  low  electrical  consumption,  but no
including  electricity  required for electronic data processing  equipment which
(singly)  consumes  more than 0.25  kilowatts  per hour at a rated  capacity  or
requires  a voltage  other  than 120 volts  single  phase.  Tenant  shall pay to
Landlord,  monthly as billed,  such charges as may be  separately  metered or as
Landlord's engineer shall reasonably compute for any electrical service usage in
excess of that  stated  above.  If  Tenant  uses any heat  generating  machines,
equipment,  fixtures  or other  devices of any nature  whatsoever  in the Leased
Premises  which  effect the  temperature  otherwise  maintained  by the building
standard air conditioning.  Tenant shall pay the additional cost necessitated by
Tenant's use of such machines,  equipment,  fixtures or other devices, including
the cost of installation of any necessary additional air conditioning  equipment
and the cost of operation and maintenance thereof.

                          ARTICLE 6 - USE AND OCCUPANCY

         6.01     USE.
         The Leased  Premises  are to be used and  occupied  by Tenant  (and its
permitted assignees, subtenants, invitees, customers, and guests) solely for the
purpose specified in SUBSECTION 2.01(j) with no more than one (1) person per two
hundred  (200) square feet of space;  provided,  however,  the Tenant may change
such purpose upon  Landlord's  prior  written  agreement.  Tenant  agrees not to
occupy or use,  or permit any  portion of the Leased  Premises to be occupied or
used for any business or purpose which is unlawful, disreputable or deemed to be
extra-hazardous  on  account  of  fire  or  exposure  to  or  interference  from
electromagnetic rays and/or fields, or permit anything to be done which would in
any way  increase  the rate of  insurance  coverage on the  Building  and/or its
contents.  Tenant further agrees to conduct its business and control its agents,
employees,  invitees and visitors in such manner as not to create any  nuisance,
or  interfere  with,  annoy or  disturb  any  other  tenant or  Landlord  in its
operation of the Building.

         6.02     CARE OF THE LEASED PREMISES.
         Tenant shall no commit or allow to be committed  any waste or damage to
any portion of the Leased  Premises or the Building and, at the  termination  of
this Lease,  by lapse of time or  otherwise,  Tenant shall deliver up the Leased
Premises to Landlord in as good a condition as existed on the date of possession
by Tenant, ordinary wear and tear excepted. Upon such termination of this Lease.
Landlord  shall have the right to re-enter and resume  possession  of the Leased
Premises.

         6.03     ENTRY FOR REPAIRS AND INSPECTION.
         Tenant  shall  permit   Landlord  and  its   contractors,   agents  and
representatives  to enter into and upon any part of the Leased  Premises  at all
reasonable  hours to inspect and clean the same,  make repairs,  alterations and
addition thereto,  show the same to prospective  tenants or purchasers,  and for
any other purpose as Landlord may deem necessary or desirable.  Tenant shall not

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be entitled to any  abatement  or reduction of Rent by reason of any such entry.
In the  event  of an  emergency  when  entry  to the  Leased  Premises  shall be
necessary,  and if Tenant  shall not be  personally  present  to open and permit
entry into the Leased Premises,  Landlord or Landlord's agent may enter the same
by master key, code,  card or switch,  or may forcibly  enter the same,  without
rendering Landlord or such agents liable therefor,  and without,  in any manner,
affecting the obligations and covenants of this Lease.

         6.04     COMPLIANCE WITH LAWS; RULES OF BUILDING.
         Tenant shall comply with an Tenant shall cause its visitors, employees,
contractors,  agents and invitees to comply with, all laws, ordinances,  orders,
rules and regulations  (state,  federal,  municipal and other agencies or bodies
having any jurisdiction  thereof) relating to the use, condition or occupancy of
the Leased Premises, including, without limitation, all local, state and federal
environmental laws, and the rules of the Building reasonably adopted and altered
by  Landlord  from time to time,  all of which  Building  rules  will be sent by
Landlord to Tenant in writing and shall  thereafter  be carried out and observed
by Tenant,  its  employees,  contractors,  agents,  invitees and  visitors.  The
initial rules of the Building are attached hereto EXHIBIT D.

         6.05     ACCESS TO BUILDING.
         Subject to Landlord's  security  measures and the terms and  conditions
set forth below in this Lease, Tenant and its employees shall have access to the
Building and the Leased  Premises  twenty-four  (24) hours a day,  three hundred
sixty-five (365) days per year. Landlord shall have the right to limit access to
the Building  after normal  business  hours;  provided,  Landlord  shall have no
responsibility  to prevent,  and shall not be liable to Tenant for, and shall be
indemnified  by  Tenant  against,  liability  and loss to  Tenant,  its  agents,
employees and visitors,  arising out of losses due to theft, burglary and damage
and injury to persons  and  property  caused by  persons  gaining  access to the
Building or Leased  Premises,  and Tenant waives and releases  Landlord from all
liability  relating thereto.  Landlord  expressly reserves the right in its sole
discretion,  to temporarily or permanently  change the location of, close, block
and otherwise alter any entrances,  corridors,  skywalks,  tunnels, doorways and
walkways  leading to or providing access to the Building or any part thereof and
otherwise  restrict the use of same provided such activities do not unreasonably
impair  Tenant's  access to the Leased  Premises.  Landlord  shall not incur any
liability whatsoever to Tenant as a consequence  thereof.  Such activities shall
not  be  deemed  to be a  breach  of any of  Landlord's  obligations  hereunder.
Landlord agrees to exercise good faith in notifying  Tenant a reasonably time in
advance of any  alterations,  modifications  or other actions of Landlord  under
this Section.

         6.06     PEACEFUL ENJOYMENT.
         Landlord  covenants that Tenant shall and may peacefully have, hold and
enjoy the Leased  Premises  without  interference  from any party claiming by or
through Landlord,  subject to the terms of this Lease,  provided Tenant pays the
Rent and other sums  required to be paid by Tenant and  performs all of Tenant's
covenants and agreements herein contained. It is understood and agreed that this
covenant  and any and all other  covenants  of Landlord  contained in this Lease
shall be binding upon Landlord and its successors  only with respect to breaches
occurring  during its and their respective  ownership of Landlord's  interest in
the Building. Landlord shall not be responsible for the acts or omissions of any
other tenant or third party that may  interfere  with Tenant's use and enjoyment

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of the Leased  Premises;  provided,  however,  that Landlord  shall use its best
efforts to enforce the rules and regulations of the Building.

         6.07     RELOCATION.
         Landlord  shall have the option to relocate  the Tenant to  alternative
space in the Project in accordance  with this  Section.  The  alternative  space
shall be of comparable size to the Leased  Premises,  or larger.  Landlord shall
give  Tenant  not less than sixty  (60) days  prior  written  notice of any such
relocation,  which  notice  shall  include  the  date on which  Tenant  shall be
required to relocate or move and a description of the space to which Tenant will
be  relocated.  Landlord  shall  pay all  out-of-pocket  costs and  expenses  of
relocating Tenant,  including the cost of reconstruction of all Tenant furnished
and  Landlord  furnished  improvements.  In the  event of such  relocation,  the
alternative  space shall be deemed the Leased Premises  hereunder and this Lease
shall  continue  in full force and effect  without any change in the other terms
and conditions hereof;  provided,  however, that upon Landlord's request, Tenant
shall execute an amendment to this Lease substituting such alternative space for
the space previously occupied by Tenant.

                ARTICLE 7 - CONSTRUCTION ALTERATIONS AND REPAIRS

         7.01     CONSTRUCTIONS.
         Tenant has had an  opportunity  to inspect and satisfy itself as to the
condition of the Leased Premises and accepts the Leased Premises "AS IS", "WHERE
IS" and "WITH ALL FAULTS".

         7.02     ALTERATIONS.
         Tenant  shall  make  no   alterations,   installations,   additions  or
improvements in, on or to the Leased Premises  without  Landlord's prior written
consent.  All  such  work  shall  be  designed  and  made  in a  manner,  and by
architects,  engineers,  workmen and contractors,  satisfactory to Landlord. All
alterations,  installations,  additions  and  improvements  (including,  without
limitation,  paneling, partitions,  millwork and fixtures) made by or for Tenant
to the Leased  Premises  shall  remain upon and be  surrendered  with the Leased
Premises and become the property of Landlord at the expiration or termination of
this Lease or the  termination  of Tenant's  right to  possession  of the Leased
Premises;  provided,  Landlord  may require  Tenant to remove any or all of such
items that are not Building  standard upon the expiration or termination of this
Lease or the  termination of Tenant's right to possession of the Leased Premises
in order to restore the Leased  Premises to the  condition  existing at the time
Tenant  took  possession.  Tenant  shall bear the costs of  removal of  Tenant's
property  from the  Building  and of all  resulting  repairs  thereto.  All work
performed by Tenant with respect to the Leased Premises shall: (a) not alter the
exterior  appearance of the Building or adversely affect the structure,  safety,
systems or services of the Building;  (b) comply with all Building safety,  fire
and other codes and governmental and insurance  requirements;  (c) not result in
any usage in excess of Building  standard of water,  electricity,  gas, heating,
ventilating or air conditioning, (either during or after such work) unless prior
written arrangements satisfactory to Landlord are entered into; (d) be completed
promptly and in a good and workmanlike manner; (e) be performed in such a manner
that does not cause  interference or disharmony with any labor used by Landlord,
Landlord's  contractors  or  mechanics  or by any  other  tenant  or such  other
tenant's   contractors  or  mechanics;   and  (f)  not  cause  any   mechanic's,
materialman's  or other  similar liens to attach to Tenant's  leasehold  estate.

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<PAGE>

Tenant  shall not  permit,  or be  authorized  to  permit,  any liens  (valid or
alleged) or other claims to be asserted against  Landlord or Landlord's  rights,
estates and interest  with  respect to the Building or this Lease in  connection
with any work done by or on behalf of Tenant,  and Tenant  shall  indemnify  and
hold Landlord harmless against any such liens.

         7.03     REPAIRS BY LANDLORD.
         Unless  otherwise  expressly  stipulate  herein,  Landlord shall not be
required to make any  improvements  or repairs of any kind or  character  to the
Leased  Premises  during the Term,  except  such  repairs to  Building  standard
improvements  as may be deemed  necessary  by  Landlord  for normal  maintenance
operations.  Non-Building  standard  leasehold  improvements  will,  at Tenant's
written  request,  be maintained by Landlord at Tenant's  expense,  at a cost or
charge equal to the costs incurred in such maintenance plus an additional charge
of fifteen  percent (15%).  Notwithstanding  any provisions of this Lease to the
contrary,  all repairs,  alterations  or additions to the base  Building and its
systems (as opposed to those  involving only Tenant's  leasehold  improvements),
and all repairs,  alterations  and additions to Tenant's  non-Building  standard
leasehold  improvements  which affect the  Building's  structural  components or
major mechanical,  electrical or plumbing systems,  made by, for or on behalf of
Tenant and any other  tenants in the  Building  shall be made by Landlord or its
contractor only, and, if on behalf of Tenant,  shall be paid for by Tenant in an
amount equal to Landlord's costs plus fifteen percent (15%).  Landlord shall not
be liable to Tenant,  except as expressly provided in this Lease, for any damage
or inconvenience, and Tenant shall not be entitled to any abatement or reduction
of rent by reason of any  repairs,  alterations  or  additions  made by Landlord
under this Lease.

         7.04     REPAIRS BY TENANT.
         Tenant shall, at its own cost and expense, repair or replace any damage
or injury done to its leasehold improvements or any other part thereof caused by
Tenant or Tenant's agents,  contractors,  employees,  invitees, and visitors. If
Tenant fails to make such repairs or replacements to its leasehold  improvements
promptly,  Landlord may, at its option,  make such repairs or replacements,  and
Tenant shall repay the cost thereof  plus a charge of fifteen  percent  (15%) to
the Landlord on demand.  Any damage or injury to the Leased Premises or the base
Building and its systems (as opposed to those involving only Tenant's  leasehold
improvements) and any damage or injury to Tenant's leasehold  improvements which
affects the Building's structural components or major mechanical,  electrical or
plumbing systems caused by Tenant, its agents, contractors,  employees, invitees
and visitors, shall be repaired by replaced by Landlord, but at Tenant's expense
plus a charge of fifteen percent (15%).

           ARTICLE 8 - CONDEMNATION, CASUALTY, INSURANCE AND INDEMNITY

         8.01     CONDEMNATION.
         If all or  substantially  all of the Leased Premises is taken by virtue
of eminent domain or for any public or quasi-public  use or purpose,  this Lease
shall terminate on the date the condemning authority takes possession. If only a
part of the Leased  Premises is so taken,  or if a portion of the  Building  not
including  the Leased  Premises is taken,  this Lease shall,  at the election of
Landlord,  either  (i)  terminate  on the date the  condemning  authority  takes
possession  by given notice  thereof to Tenant within thirty (30) days after the
date of such taking of  possession  or (ii) continue in full force and effect as

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<PAGE>

to that part of the Leased  Premises  not so taken and Rent with  respect to any
portion of the Leased  Premises taken or condemned shall be reduced or abated on
a square footage basis.  All proceeds payable from any taking or condemnation of
all or any portion of the Leased  Premises and the Building  shall belong to and
be paid to Landlord, and Tenant hereby expressly assigns to Landlord any and all
right,  title and interest of Tenant now or hereafter arising in and to any such
awards.  Tenant shall have no, and waives any,  claim  against  Landlord and the
Condemnor for the value of any unexpired term.

         8.02     DAMAGES FROM CERTAIN CAUSES.
         Landlord  shall not be liable or  responsible to Tenant for any loss or
damage to any property or person  occasioned by theft,  fire, act of God, public
enemy,  injunction,  riot, strike,  insurrection,  war, court order, requisition
order of governmental body or authority, or any cause beyond Landlord's control,
or for any damage or inconvenience  which may arise through repair or alteration
of any of the Building.

         8.03     FIRE CLAUSE.
         In the event of a fire or other casualty in the Leased Premises, Tenant
shall immediately give notice thereof to Landlord. If the Leased Premises or any
portion of the  Building is damaged by fire or other  casualty,  Landlord  shall
have the right to  terminate  this Lease or to repair the Leased  Premises  with
reasonable dispatch, subject to delays resulting from adjustment of the loss and
any other cause beyond Landlord's reasonable control;  provided,  Landlord shall
not be  required  to repair  or  replace  any  furniture,  furnishings  or other
personal  property  which  Tenant  may be  entitled  to remove  from the  Leased
Premises or any installations in excess of Building  standard.  Until Landlord's
repairs are  completed the Rent shall be abated in proportion to the portions of
the Leased  Premises,  if any which are untenantable or unsuited for the conduct
of  Tenant's  business.  Notwithstanding  anything  contained  in  this  Section
Landlord shall only be obligated to restore or rebuild the Leased  Premises to a
Building  standard  condition and Landlord  shall not be required to expend more
funds than the amount  received by Landlord  from the proceeds of any  insurance
carried by Landlord.

         8.04     TENANT'S INSURANCE POLICIES.
         Tenant shall,  at its expense,  maintain (i) standard fire and extended
coverage  insurance on all of its personal  property  including  removable trade
fixtures,  located  in the  Leased  Premises  and on its  non-Building  standard
leasehold  improvements  and all other  additions  and  improvements  (including
fixtures)  made by Tenant;  (ii) a policy or policies of  comprehensive  general
liability  insurance,  such insurance to afford minimum protection (which may be
effected by primary and/or excess coverage) of not less than  $2,000,000.00  for
personal   injury  or  death  in  any  one  occurrence  and  of  not  less  than
$1,000,000.00  for property  damage in any or all occurrence,  provided,  Tenant
shall carry such greater limits of liability coverage as Landlord may reasonably
request  from  time to time;  and  (iii) a policy  or  policies,  if  available,
insuring  against  injury  or  damage  from  exposure  to or  interference  from
electromagnetic  rays  and/or  fields.  All  insurance  policies  required to be
maintained  by Tenant shall (a) be issued by and binding upon solvent  insurance
companies licensed to conduct business in the State of North Carolina,  (b) have
all  premiums  fully paid on or before the due dates,  (c) name  Landlord  as an
additional insured, and (d) provide that they shall not be cancelable and/or the
coverage  thereunder shall not be reduced without at least ten (10) days advance
written notice to Landlord. Tenant shall deliver to Landlord certified copies of
all  policies  or, at  Landlord's  option,  certificates  of insurance in a form

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<PAGE>

satisfactory  to  landlord  not  less  than  fifteen  (15)  days  prior  to  the
Commencement Date or the expiration of current policies.

         8.05     HOLD HARMLESS.
         Landlord  shall  not  be  liable  to  Tenant,  its  agents,   servants,
employees,  contractors,  customers  or  invitees,  for any  damage to person or
property caused by any act, omission or neglect of Tenant, its agents, servants,
employees, contractors, customers or invitees, including any claims which may be
made for  compensation  or damages based upon exposure to or  interference  from
electromagnetic  rays and/or  fields  emanating  from the Leased  Premises,  and
Tenant agrees to indemnify and hold harmless Landlord and its partners,  agents,
directors,  officers,  and employees  from all liability and claims for any such
damage, including, without limitation, court costs, attorneys' fees and costs of
investigation.

         8.06     WAIVER OF SUBROGATION RIGHTS.
         Anything in this Lease to the  contrary  notwithstanding,  Landlord and
Tenant each hereby waives to the extent that such waiver will not invalidate any
insurance  policy  maintained  by Landlord or Tenant nor  increase  any premiums
thereon,  any and all rights of recovery,  claims,  actions or causes of action,
against the other, its agents, servants,  partners,  shareholders,  officers and
employees,  for any loss or damage that may occur to the Leased  Premises or the
Building,  or any improvements  thereto,  or any personal property of such party
therein,  by reason of fire, the elements,  and any other cause which is insured
against  under the terms of the standard  fire and extended  coverage  insurance
policies  referred to in Section  8.04  hereof,  to the extent that such loss or
damage is  recovered  under  said  insurance  policies,  regardless  of cause or
origin,  including  negligence of the other party hereto, its agents,  officers,
partners,  shareholders,  servants or employees,  and covenants  that no insurer
shall hold any right of subrogation  against such other party. If the respective
insurers  of  Landlord  and  Tenant  do not  permit  such a  waiver  without  an
appropriate  endorsement to such party's insurance  policy,  Landlord and Tenant
covenant  and agree to notify the insurers of the waiver set forth herein and to
secure  from each such  insurer an  appropriate  endorsement  to its  respective
insurance policy concerning such waiver.

         8.07     LIMITATION OF LANDLORD'S PERSONAL LIABILITY.
         Tenant agrees to look solely to Landlord's interest in the Building and
the Land for the recovery of any judgment against  Landlord,  and Landlord,  its
partners,  officers,  directors and employees,  shall never be personally liable
for any such judgment.  The provisions  contained in the foregoing  sentence are
not intended to, and shall not, limit any right that Tenant might otherwise have
to obtain  injunctive  relief  against  Landlord  or  Landlord's  successors  in
interest or any suit or action in connection  with  enforcement or collection of
amounts  which may  become  owing or payable  under or on  account of  liability
insurance maintained by Landlord.

        ARTICLE 9 - LANDLORD'S LIEN, DEFAULT, REMEDIES AND SUBORDINATION

         9.01     INTENTIONALLY DELETED.

         9.02     DEFAULT BY TENANT.
         If  Tenant  shall  default  in the  payment  of any Rent or  other  sum
required to be paid by Tenant under this Lease when due: provided, however, that
Tenant  shall be allowed one (1) late payment of Rent in each  calendar  year of

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<PAGE>

the Term, which late payment shall not be deemed a default  hereunder so long as
such Rent is paid within five (5) days of the due date;  then Landlord may treat
the occurrence of the foregoing event as a breach of this Lease. If Tenant shall
default in the  performance  of any of the other  covenants or conditions  which
Tenant is required to observe and to perform  under this Lease and such  default
shall  continue  for twenty  (20) days after  written  notice to Tenant;  or the
interest of Tenant under this Lease shall be levied on under  execution or other
legal  process;  or any petition  shall be filed by or against Tenant to declare
Tenant a bankrupt or to delay,  reduce or modify  Tenant's debts or obligations;
or any petition  shall be filed or other action  taken to  reorganize  or modify
Tenant's  debts or  obligations;  or any petition shall be filed or other action
taken to reorganize or modify Tenant's capital structure;  or Tenant is declared
insolvent according to law; or any assignment of Tenant's property shall be made
for the  benefit of  creditors'  or if a receiver  or trustee is  appointed  for
Tenant or its property; or Tenant shall vacate or abandon the Leased Premises or
any part  thereof at any time  during  the Term for a period of fifteen  (15) or
more continuous days; or Tenant is a corporation and Tenant shall cease to exist
as a corporation in good standing in the state of its  incorporation;  or Tenant
is a  partnership  or other  entity and Tenant  shall be  dissolved or otherwise
liquidated;  then  Landlord may treat the  occurrence  of any one or more of the
foregoing events as a breach of this Lease (provided,  no such levy,  execution,
legal process or petition filed against Tenant shall constitute a breach of this
Lease if Tenant shall vigorously contest the same by appropriate proceedings and
shall  remove or vacate the same  within  thirty  (30) days from the date of its
creation,  service or  filing).  Upon the  breach of this  Lease by  Tenant,  at
Landlord's  option and in addition to all other rights and remedies  provided at
law or in equity,  Landlord may  terminate  this Lease and  repossess the Leased
Premises and be entitled to recover as damages a sum of money equal to the total
of (a) the cost of recovering the Leased Premises (including attorneys' fees and
costs of suit),  (b) the unpaid rent earned at the time of termination,  (c) the
present  value  (discounted  at the rate of eight percent (8%) per annum) of the
balance  of the  rent for the  remainder  of the Term  less  the  present  value
(discounted  at the same  rate) of the fair  market  rental  value of the Leased
Premises for said period, (d) the amount of any unamortized  leasing commissions
or any allowances or concessions  previously made by Landlord to Tenant, (e) any
other sum of money,  and damages  owed by Tenant to Landlord and (f) interest on
(a) (b) (c) (d) and (e) above at a rate  equal to the  average of the prime rate
of interest published from time to time and made available to the general public
by the three (3) largest commercial banks in the marketplace,  plus five percent
(5%) or the highest rate allowed by applicable North Carolina law.

         9.03     NON WAIVER.
         Failure of Landlord to declare any default  immediately upon occurrence
thereof, or delay in taking any action in connection therewith,  shall not waive
such  default and  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.

         9.04     ATTORNEY'S FEES.
         Should either party hereto  institute any action or proceeding in court
to enforce any provision  hereof or for damages by reason of any alleged  breach
of any provisions of this Lease or for any other judicial remedy, the prevailing
party  shall be  entitled to receive  from the  non-prevailing  party all actual
reasonable  attorneys'  fees  and  all  court  costs  in  connection  with  said
proceeding.

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<PAGE>

         9.05     SUBORDINATION; ESTOPPEL CERTIFICATE.
         This  Lease is and  shall be  subject  and  subordinate  to any and all
ground or similar leases affecting the Building,  and to all mortgages which may
now  or  hereafter  encumber  or  affect  the  Building  and  to  all  renewals,
modifications,  consolidations,  replacements  and extensions of any such leases
and mortgages;  provided, at the option of any such landlord or mortgagee,  this
Lease shall be superior to the lease or mortgage of such  landlord or mortgagee.
The  provisions  of this Section  shall be  self-operative  and shall require no
further consent or agreement by Tenant.  Tenant agrees,  however, to execute and
return any estoppel  certificate,  consent or agreement  reasonably requested by
any such  landlord  or  mortgagee,  or by  Landlord,  within ten (10) days after
receipt of same, including,  without limitation,  an estoppel certificate in the
form attached  hereto as Exhibit E. Tenant shall,  at the request of Landlord or
any  mortgagee  of Landlord  secured by alien on the Building or any landlord to
Landlord  under a ground Lease of the Building,  furnish such  mortgagee  and/or
landlord with written notice of any default or breach by Landlord at least sixty
(60) days prior to the  exercise  by Tenant of any  rights  and/or  remedies  of
Tenant hereunder arising out of such default or breach.

         9.06     ATTORNMENT.
         If any ground or similar lease or mortgage is terminated or foreclosed,
Tenant  shall,  upon  request,  attorn to the  landlord  under such lease or the
mortgagee or purchaser at such foreclosure sale, as the case may be, and execute
instrument(s) confirming such attornment.  In the event of such a termination or
foreclosure and upon Tenant's attornment as aforesaid, Tenant will automatically
become the tenant of the successor to Landlord's  interest without change in the
terms or  provisions  of this Lease;  provided,  such  successor  to  Landlord's
interest  shall not be bound by (i) any  payment of rent for more than one month
in  advance  except  prepayments  for  security  deposits,  if any,  or (ii) any
amendments or modifications of this Lease made without the prior written consent
of such landlord or mortgagee.

                      ARTICLE 10 - ASSIGNMENT AND SUBLEASE

         10.01    ASSIGNMENT OR SUBLEASE.
         Tenant  shall not,  voluntarily,  by  operation  of law, or  otherwise,
assign,  transfer,  mortgage,  pledge,  or encumber  this Lease or sublease  the
Leased Premises or any part thereof,  or allow any person other than Tenant, its
employees,  agents,  servants and invitees, to occupy or use the Leased Premises
or any portion  thereof,  without the express prior written consent of Landlord,
such consent not to be unreasonably  withheld,  and any attempt to do any of the
foregoing  without  such  written  consent  shall be null  and  void  and  shall
constitute a default  under this Lease.  Notwithstanding  the  foregoing,  in no
event shall  Tenant  assign this Lease or  sublease  the Leased  Premises to any
entity  engaged in the  commercial  real  estate  business,  including,  without
limitation,  property  management or the brokerage,  ownership or development of
competitive  properties.  Landlord's  consent  to  any  assignment  or  sublease
hereunder  does not  constitute a waiver of its rights to consent to any further
assignment  or  sublease.  If Tenant  desires to assign this Lease or sublet the
Leased Premises or any part thereof,  Tenant shall give Landlord  written notice
of such desire at least  sixty (60) days in advance of the date on which  Tenant
desires to make such assignment or sublease,  together with a non-refundable fee
of Seven Hundred Fifty Dollars  ($750.00) (the "Transfer  Fee").  Landlord shall
then have a period of thirty (30) days  following  receipt of such notice within
which to notify  Tenant in writing that  Landlord  elects (a) to terminate  this

                                       14

<PAGE>

Lease as to the space so  affected  as of the date so  specified  by Tenant,  in
which event Tenant shall be relieved of all further obligations  hereunder as to
such  space,  or (b) to permit  Tenant to assign this Lease or sublet such space
(provided,  however,  if the rent agreed upon  between  Tenant and  subtenant is
greater  than the Monthly Base Rent that Tenant must pay  Landlord,  such excess
rent shall be deemed  additional  rent owed by Tenant and payable to Landlord in
the same  manner  that  Tenant  pays the Rent  hereunder),  or (c) to  refuse to
consent to Tenant's  assignment  or  subleasing  such space and to continue this
Lease in full force and effect as to the entire  Leased  Premises.  If  Landlord
shall fail to notify Tenant in writing of such  election  within the thirty (30)
day period,  Landlord shall be deemed to have elected  option (c) above.  Tenant
agrees to pay Landlord's  actual  reasonable  attorneys'  fees  associated  with
Landlord's  review and  documentation  of any  requested  assignment or sublease
hereunder  regardless  of whether  Landlord  consents to any such  assignment or
sublease.  No assignment  or  subletting  by Tenant shall relieve  Tenant of any
obligations under this Lease, and Tenant shall remain fully liable hereunder. If
Tenant is not a public  company that is registered on a national  stock exchange
or that is required  to  register  its stock with the  Securities  and  Exchange
Commission  under Section 12(g) of the  Securities and Exchange Act of 1934, any
change  in a  majority  of the  voting  rights  or other  controlling  rights or
interests of Tenant shall be deemed an assignment for the purposes hereof.

         10.02    ASSIGNMENT BY LANDLORD.
         Landlord  shall have the right to transfer  and assign,  in whole or in
part,  all its rights and  obligations  hereunder and in the  Building,  and all
other property referred to herein, and in such event and upon such transfer (any
such  transferee  to have the benefit of, and be subject to, the  provisions  of
Section 6.06 and Section 8.07 hereof) no further  liability or obligation  shall
thereafter accrue against Landlord under this Lease.

                     ARTICLE 11 - NOTICES AND MISCELLANEOUS

         11.01    NOTICES.
         Except as otherwise  provided in this Lease, any statement,  notice, or
other  communication  which Landlord or Tenant may desire or is required to give
to the other  shall be in  writing  and shall be  deemed  sufficiently  given or
rendered if hand delivered,  or if sent  registered or certified  mail,  postage
prepaid,  return  receipt  requested,  or Federal  Express or similar  overnight
courier with evidence of delivery,  to the addresses for Landlord and Tenant set
forth in Subsection  2.01(k), or at such other address(es) as either party shall
designate  from time to time by ten (10) days prior written  notice to the other
party.

         11.02    MISCELLANEOUS.
                  (a) This Lease shall be binding  upon and inure to the benefit
of the legal  representatives,  successors and assigns of Landlord, and shall be
binding upon and inure to the benefit of Tenant, its legal  representatives  and
successors, and, to the extent assignment may be approved by Landlord hereunder,
Tenant's  assigns.  Pronouns of any gender shall include the other genders,  and
either the singular or the plural shall include the other.

                  (b)  All  rights  and  remedies  of Landlord  under this Lease
shall be cumulative and none shall exclude any other rights or remedies  allowed
by law. This Lease is declared to be a North Carolina contract, and all of the

                                       15
<PAGE>

terms  thereof  shall be  construed  according to the laws of the State of North
Carolina.

                  (c)  This Lease may not be altered  changed or amended, except
by an instrument in writing executed by all parties hereto.  Further,  the terms
and  provisions  of this Lease shall not be  construed  against or in favor of a
party  hereto  merely  because  such  party is the  "Landlord"  or the  "Tenant"
hereunder or such party or its counsel is the draftsman of this Lease.

                  (d)  The terms and provision of EXHIBITS A-I described  herein
and attached  hereto are hereby made a part hereof for all  purposes;  provided,
however,  that,  unless otherwise  expressly  stated, in the event of a conflict
between  the terms of this Lease and the terms of any Exhibit  attached  hereto,
the terms of this Lease shall control.

                  (e)  If Tenant is a corporation,  partnership or other entity,
Tenant  warrants  that all  consents  and  approvals  required of third  parties
(including,  without  limitation,  its Board of Directors  or partners)  for the
execution,  delivery and  performance  of this Lease have been obtained and that
Tenant has the right and  authority  to enter  into and  perform  its  covenants
contained in this Lease.

                  (f)  Whenever in this Lease there is imposed upon Landlord the
obligation to use its best efforts,  reasonable  efforts or diligence,  Landlord
shall be required to do so only to the extent the same is economically  feasible
and otherwise will not impose upon Landlord extreme  financial or other business
burdens.

                  (g) If any term or provision of this Lease, or the application
thereof  to any  person  or  circumstance,  shall to any  extent to  invalid  or
unenforceable, the remainder of this Lease, or the application of such provision
to  persons  or  circumstances  other  than  those as to which it is  invalid or
unenforceable,  shall not be affected thereby,  and each provision of this Lease
shall be valid and shall be enforceable to the extent permitted by law.

                  (h)  If  applicable  in  the  jurisdiction  where  the  Leased
Premises are situated, Tenant shall pay and be liable for all rental, sales, and
use taxes or other similar taxes, if any, levied or imposed by any city,  state,
county or other  governmental  body  having  authority,  such  payments to be in
addition to all other  payments  required to be paid to Landlord by Tenant under
the terms of this Lease.  Any such payment shall be paid  concurrently  with the
payment of the rent upon which the tax is based as set forth above.

                  (i)  Tenant  at all  times  shall use the  occupy  the  Leased
Premises in compliance with Environmental Laws (as hereinafter defined). Neither
Tenant  nor any of  Tenant's  employees,  agents,  contractors,  subcontractors,
licensees or invitees  shall use,  handle,  store,  or dispose of (or permit the
use,  handling,  storing,  or  disposal  of) any  hazardous  or  toxic  waste or
substance in or at the Leased Premises or the Building (or transport,  transship
or permit the  transportation  or  transshipment of the same over or through the
Leased  Premises or Building) which is regulated,  controlled,  or prohibited by
any  federal,  state,  or  local  statutes,  ordinances,  regulations,  or laws,
including  without  limitation  the Resource  Conservation  and Recovery Act, 42

                                       16
<PAGE>

U.S.C. ss. 6901, et seq.  ("RCRA");  the  Comprehensive  Environmental  Response
Compensation and Liability Act of 1980, as amended, 42 U.S.C. ss. 9601, et. seq.
("CERCLA");  the Hazardous Materials  Transportation Act, 49 U.S.C. ss. 801, et.
seq; the Federal Water Pollution  Control Act, 33 U.S.C.  ss. 1321, et. seq; the
Toxic Substances Control Act, 15 U.S.C.  ("TSCA");  and the Occupational  Safety
and  Health  Act,  29  U.S.C.  ss.  651  et  seq.  (as   subsequently   amended,
"Environmental  Laws").  As  used  herein,  hazardous  or  toxic  substances  or
materials shall include without limitation the following: (1) "hazardous wastes"
as defined under RCRA or any other  federal,  state or local law or  regulation,
(2) "hazardous  substances" as defined under CERCLA or any other federal,  state
or local  law or  regulation,  (3)  gasoline,  petroleum,  or other  hydrocarbon
products, by-products, derivatives, or fractions (including spent products), (4)
"toxic  substances"  as defined under TSCA,  (5)  "regulated  medical  waste" as
defined by 40 C.F.R. ss. 259.30, (6) any radioactive materials or substances, or
(7) asbestos and asbestos containing products.  Tenant shall indemnify Landlord,
its  successors  and assigns and hold the same harmless  from any loss,  damage,
claims, costs, liabilities,  and cleanup costs arising out of Tenant's violation
of this Section. Tenant's violation of this Section shall constitute an Event of
Default under this Lease,  and, in addition to any other  remedies  available to
Landlord under this Lease, at law, or in equity, at Landlord's  election Tenant,
at Tenant's sole cost and expense,  shall  immediately and diligently remove any
such hazardous or toxic  materials from the Leased Premises and/or the Building,
as applicable,  and shall restore the same to its condition prior to the time of
the release of such  material or substance and to  Landlord's  satisfaction.  If
Tenant fails to comply with the Tenant's obligations hereunder, Landlord, at its
option,  may clean up and remove such  material or  substance  and Tenant  shall
reimburse  Landlord upon demand for any and all of the costs thereof  (including
without  limitation  fees and expenses for attorneys,  engineers,  environmental
specialists,  and similar  professionals).  Tenant's obligations hereunder shall
survive the expiration or earlier termination of this Lease.

                  (j)  Tenant is  prohibited  from  recording  this Lease or any
memorandum thereto without the prior written consent of Landlord.

                  (k)  Landlord  agrees  to  provide  Tenant  with 4  unreserved
parking spaces per 1,000 square feet of space, as set forth in EXHIBIT I herein.
Tenant agrees to notify Landlord promptly of any additional  parking needs which
shall be handled on a case -by-case basis.

                  (l)  "Square  feet" or  "square  foot"  as used in this  Lease
includes the area contained  within the space occupied by Tenant together with a
common area percentage  factor of Tenant's space  proportionate  to the Building
area.

                  (m) Landlord  agrees to pay to the Broker named in  SUBSECTION
2.01(l),  a real estate  brokerage  commission only as set forth in the separate
Management  and Leasing  Agreement,  as amended,  dated October 22, 1996, by and
between  Landlord  and Broker.  Broker  shall pay  Co-Broker,  if any,  named in
SUBSECTION 2.01(l), a real estate brokerage  commission only as set forth in the
separate  commission  agreement(s)  between  Broker  and  the  named  Co-Broker.
Landlord  and Tenant  each hereby  represent  and warrant to the other that they
have not employed any other agents,  brokers or other parties in connection with
this  Lease,  and each  agrees  that it shall hold the other  harmless  from and

                                       17

<PAGE>

against  any and all  claims  of all  other  agents,  brokers  or other  parties
claiming by, through or under the respective indemnifying party.

                  (n)  Tenant understands  and agrees that the Property  Manager
for the Building is the agent of Landlord and is acting at all times in the best
interest of Landlord.  Any and all information  pertaining to this Lease that is
received by the Property Manager shall be treated as though received directly by
Landlord.

                  (o)  This Lease may be executed in any number of counterparts,
each of  which  shall be an  original,  but all of which  taken  together  shall
constitute one and the same instrument.

              (The remainder of this page intentionally left blank)


                                       18
<PAGE>


           ARTICLE 12 - ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES

         12.01    ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES
                  TENANT AGREES THAT THIS LEASE AND THE EXHIBITS ATTACHED HERETO
CONSTITUTE  THE ENTIRE  AGREEMENT  OF THE PARTIES AND ALL PRIOR  CORRESPONDENCE,
MEMORANDA,  AGREEMENTS AND UNDERSTANDINGS (WRITTEN AND ORAL) ARE MERGED INTO AND
SUPERSEDED  BY THIS  LEASE AND  THERE  ARE AND WERE NO  VERBAL  REPRESENTATIONS,
WARRANTIES,  UNDERSTANDINGS,   STIPULATIONS,  AGREEMENTS  OR  PROMISES  MADE  BY
LANDLORD IN CONNECTION WITH THIS LEASE. TENANT FURTHER AGREES THAT THERE ARE NO,
AND TENANT  EXPRESSLY  WAIVES ANY AND ALL  WARRANTIES  WHICH EXTEND BEYOND THOSE
EXPRESSLY  SET FORTH IN THIS LEASE OR  IMPLIED  WARRANTIES  OF  MERCHANTABILITY,
HABITABILITY,  FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT
OF THIS LEASE.

                  IN TESTIMONY  WHEREOF,  the parties  hereto have executed this
Lease as of the date aforesaid.

                                   LANDLORD:

                                   Phoenix Limited Partnership of Raleigh, a
                                   Delaware limited partnership (SEAL)

                                    By:  Acquisition Group, Inc., Its Managing
                                         General Partner (SEAL)

                                    By:  /s/ Craig Shimomura              (SEAL)
                                         ---------------------------------
                                         Craig Shimomura, Vice President


                                    TENANT:

                                    High Speed Net Solutions, Inc., a Florida
                                    corporation

                                    By: /s/ Alan R. Kleinmaier
                                        ----------------------------------------

                                    Name:  Alan R. Kleinmaier
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------



(Corporate Seal)

Attest:
                                       19



<PAGE>


By: _________________________________
     ______________ Secretary



                                       20
<PAGE>


                                   EXHIBIT A-1



                                  FLOOR PLAN(S)
                                  -------------


Two Hannover Square
434 Fayetteville Street Mall, Suite 2120
Raleigh, North Carolina  27601




[graphic representation of floor plan inserted here]









 1,662 Occupied Square Feet
x 1.15  Common Area Percentage Factor
------
 1,911  Square Feet


                                       21

<PAGE>


                                   EXHIBIT A-2



                                    THE LAND
                                    --------

Lying and being in the City of Raleigh,  County of Wake, State of North Carolina
and being more particularly described as follows:

BEGINNING at a point in the eastern  technical  property line of South Salisbury
Street,  said point being  located  South 06 degrees 45 minutes West 330.69 feet
(measured  along  said  property  line) from the point of  intersection  of said
property  line with the southern  technical  property line of West Davie Street,
said  point  also  being the  Southwest  corner of the  property  of the City of
Raleigh  designed  as  "Designated  Street  R/W" (said  right of way having been
closed) on a map prepared by Bennie R. Smith  recorded in Book of Maps 982, Page
853 of the Wake County  Registry;  thence with the property  line of the City of
Raleigh South 83 degrees 15 minutes East 70.00 feet to a point;  thence North 06
degrees  45  minutes  East  28.56  feet to a point;  thence  South 83 degrees 15
minutes East 6.67 feet to a point; thence North 06 degrees 45 minutes East 20.50
feet to a point in the southern property line of York-Hannover (Greenwich), Inc.
(formerly  Raleigh Hotel Associates,  Ltd.);  thence along the southern property
line of York-Hannover  (Greenwich),  Inc. South 83 degrees 17 minutes 30 seconds
East 63.33 feet to a point; thence with the property line of the City of Raleigh
and One  Hannover  Square  Associates  Limited  Partnership  South 06 degrees 45
minutes West 219.11 feet to a point;  thence with the property  line of the City
of  Raleigh  North 83  degrees 15  minutes  West  140.00  feet to a point in the
eastern  technical  property line of South  Salisbury  Street;  thence with said
property line of South Salisbury  Street North 06 degrees 45 minutes East 170.00
feet  to  the  point  and  place  of  BEGINNING;   and  being  the  property  of
York-Hannover  (Raleigh),  Inc.  according to a recombination map dated February
1989, prepared by Robert T. Newcomb, III, R.L.S., recorded in Book of Maps 1989,
Page 608, of the Wake County Registry.


             (The remainder of this page intentionally left blank).


                                       22
<PAGE>


                                    EXHIBIT B



                    ACCEPTANCE OF LEASED PREMISES MEMORANDUM
                    ----------------------------------------

Landlord and Tenant hereby agree that:

1.       Tenant has had an  opportunity  to inspect and satisfy itself as to the
         condition of the Leased  Premises  and accepts the Leased  Premises "AS
         IS", "WHERE IS" and "WITH ALL FAULTS".

2.       The Leased Premises are tenantable,  Landlord has no further obligation
         for construction,  and Tenant acknowledges that the Leased Premises are
         satisfactory in all respects.

         All other terms and  conditions  of the Lease are hereby  ratified  and
         acknowledged to be unchanged.

         Agreed and Executed this _____ day of __________________, 19___.

                                     TENANT:

                                     High Speed Net Solutions, Inc., a Florida
                                     corporation

                                     By:________________________________________

                                     Name:______________________________________

                                     Title:_____________________________________

(Corporate Seal)

Attest:

By:_________________________________
   _______________ Secretary



                                       23
<PAGE>


                                    EXHIBIT C

                              Intentionally Deleted







                                       24

<PAGE>


                                    EXHIBIT D

                                 BUILDING RULES
                                 --------------


         (1) The sidewalks, walks, plaza entries, corridors,  concourses, ramps,
staircases,  escalators and elevators shall not be obstructed or used by Tenant,
or the employees,  agents,  servants,  visitors or licensees of Tenant,  for any
purpose  other  than  ingress  and egress to and from the  Leased  Premises.  No
bicycle or  motorcycle  shall be brought into the Building or kept on the Leased
Premises without the prior written consent of Landlord.

         (2) No freight,  furniture or bulky matter of any description  shall be
received  into the  Building  or  carried  into the  elevators  except in such a
manner,  during such hours and using such  elevators and  passageways  as may be
approved by Landlord,  and then only upon having been scheduled in advance.  Any
hand trucks, carryalls or similar appliances used for the delivery or receipt of
merchandise  or equipment  shall be equipped with rubber tries,  side guards and
such other safeguards as Landlord shall require.

         (3) Landlord shall have the right to prescribe the weight, position and
manner of installation of safes,  concentrated  filing/storage  systems or other
heavy equipment which shall, if considered  necessary by Landlord,  be installed
in a manner which shall insure satisfactory weight distribution. All damage done
to the  Building  by reason of a safe or any other  article of  Tenant's  office
equipment  being on the Leased  Premises  shall be  required  at the  expense of
Tenant.  The time,  routing and manner of moving safes or other heavy  equipment
shall be subject to prior written approval by Landlord.

         (4) Only persons  authorized by Landlord  shall be permitted to furnish
newspaper,  ice, drinking water,  towels,  barbering,  shoe shining,  janitorial
services,  floor polishing and other similar services and concessions to Tenant,
and only at hours and under regulations  fixed by Landlord.  Tenant shall use no
other method of heating or cooling than that supplied by Landlord.

         (5) Tenant, and the employees,  agents, servants, visitors or licensees
of Tenant,  shall not at any time place,  leave or discard any  rubbish,  paper,
articles  or  objects  of any kind  whatsoever  outside  the doors of the Leased
Premises or in the corridors or passageways of the Building. No animals,  except
for dogs  trained  to assist  disabled  persons,  shall be brought or kept in or
about the Leased  Premises or the Building  without the prior written consent of
Landlord.

         (6) Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's opinion,  tends to impair the reputation of the Building or
its  desirability  for offices,  and, upon written notice from Landlord,  Tenant
shall refrain from or  discontinue  such  advertising.  Landlord  shall have the
right to use Tenant's name in advertising announcements.

         (7) Tenant shall not place, or cause or allow to be placed, any sign or
lettering  whatsoever,  in or about the  Leased  Premises  except in and at such
places as may be designated by Landlord and consented to by Landlord in writing.
All  lettering  and  graphics on corridor  doors and walls shall  conform to the

                                       25

<PAGE>

Building  standard  prescribed by Landlord.  No trademark  shall be displayed on
corridor  doors and walls in any  event,  except  on any floor  fully  leased by
Tenant.  Tenant may display trademarks on interior walls and doors of the Leased
Premises. Landlord shall provide and maintain an alphabetical directory board in
the ground floor lobby of the Building.

         (8)  Canvassing,  soliciting  or peddling in the Building is prohibited
and Tenant shall cooperate to prevent same.

         (9)  Landlord  shall  have the right to  exclude  any  person  from the
Building  other than  during  customary  business  hours,  and any person in the
Building shall be subject to identification by employees and agents of Landlord.
All persons in or  entering  the  Building  shall be required to comply with the
security  policies of the Building.  If Tenant desires any  additional  security
services  for the Leased  Premises,  Tenant  shall have the right (only with the
advance  written  consent of  Landlord)  to obtain such  additional  services at
Tenant's  sole cost and  expense.  Tenant shall keep doors to  unattended  areas
locked and shall otherwise exercise  reasonable  precautions to protect property
from theft,  loss, or damage.  Landlord shall not be responsible  for the theft,
loss or damage of any property.

         (10) Only workmen  employed,  designated or approved by Landlord may be
employed for repairs, installations,  alterations, painting, material moving and
other similar work that may be done in or on the Leased Premises.

         (11)  Tenant  shall  not do any  cooking  or  conduct  any  restaurant,
luncheonette,  automat or cafeteria for the sale or service of food or beverages
to its  employees or to others,  nor shall Tenant  provide any vending  machines
without the prior  written  consent of Landlord.  Tenant may,  however,  operate
coffee bars by and for its employees and invitees.

         (12)  Tenant  shall not bring or permit to be  brought or kept in or on
the Leased Premises any inflammable, combustible, corrosive, caustic, poisonous,
toxic or explosive substance or any substance deemed to be a hazardous substance
under applicable environmental laws, or cause or permit any odors to permeate or
emanate from the Leased Premises.

         (13) Tenant shall not mark, paint,  drill into or in any way deface any
part of the  Building  or the Leased  Premises.  No boring,  driving of nails or
screws, cutting or stringing of wires shall be permitted,  except with the prior
written  consent of  Landlord,  and as  Landlord  may direct.  Tenant  shall not
install coat hooks or  identification  plates on doors nor any resilient tile or
similar  floor  covering in the Leased  Premises  except with the prior  written
approval of Landlord.  The use of cement or other similar  adhesive  material is
expressly prohibited.

         (14) Tenant shall not place any  additional  locks or bolts of any kind
on any door in the  Building or the Leased  Premises or change or alter any lock
on any door therein in any respect. Landlord shall furnish two (2) keys for each
lock on exterior doors to the Leased Premises and shall, on Tenant's request and
at Tenant's expense,  provide  additional  duplicate keys. Tenant shall not make
any duplicate  keys. All keys shall be returned to Landlord upon the termination

                                       26

<PAGE>

of the  Lease,  and  Tenant  shall  give  to  Landlord  the  explanation  of the
combination of all safes,  vaults and combination  locks in the Leased Premises.
Landlord may at all times keep a pass key to the Leased  Premises.  All entrance
doors to the Leased  Premises shall be left locked when the Leased  Premises are
not in use.

         (15) Tenant shall give  immediate  notice to Landlord in case of theft,
unauthorized  solicitation or accident in the Leased Premises or in the Building
or of defects therein or in any fixtures or equipment, or of any known emergency
in the Building.

         (16)  Tenant  shall  place a  water-proof  tray under all plants in the
Leased  Premises and shall be  responsible  for any damage to the floors  and/or
carpets caused by over-watering such plans.

         (17)  Tenant  shall not use the  Leased  Premises  or permit the Leased
Premises to be used for  photographic,  multilith or  multigraph  reproductions,
except in  connection  with its own  business  and not as a service  for others,
without Landlord's prior written permission.

         (18) Tenant shall not use or permit any portion of the Leased  Premises
to be used as an office for a public  stenographer or typist,  offset  printing,
the sale of liquor or tobacco,  a barber or manicure shop, an employment bureau,
a labor union office,  a doctor's or dentist's  office, a dance or music studio,
any type of school, or for any use other than those specifically granted in this
Lease.

         (19) Tenant shall not advertise for laborers giving the Leased Premises
as an address, nor pay such laborers at a location in the Leased Premises.

         (20)  Employees  of Landlord  shall not perform any work or do anything
outside of their  regular  duties,  unless under special  instructions  from the
management office in the Building.

         (21)  Tenant  shall  not  place a load  upon any  floor  of the  Leased
Premises which exceeds the load per square foot which such floor was designed to
carry  and  which is  allowed  by law.  Business  machines  and  mechanical  and
electrical   equipment  belonging  to  Tenant  which  cause  noise,   vibration,
electrical  or  magnetic  interference,  or  any  other  nuisance  that  may  be
transmitted  to the structure or other portions of the Building or to the Leased
Premises to such a degree as to be  objectionable to Landlord or which interfere
with the use or  enjoyment  by other  tenants of their  leased  premises  or the
public  portions of the Building,  shall be placed and maintained by Tenant,  at
Tenant's expense,  in settings of cork,  rubber,  spring type or other vibration
eliminators sufficient to eliminate noise or vibration.

         (22)   Tenant shall furnish and install a chair mat for each desk chair
in the Leased Premises.

         (23) No solar screen materials, awnings, draperies,  shutters, or other
interior or exterior window  coverings that are visible from the exterior of the
Building or from the exterior of the Leased  Premises within the Building may be
installed by Tenant.

                                       27
<PAGE>

         (24)  Tenant  shall not place,  install  or  operate  within the Leased
Premises or any other party of the Building any engine,  stove or machinery,  or
conduct mechanical operations therein, without the written consent of Landlord.

         (25) No  portion  of the  Leased  Premises  or any  other  party of the
Building shall at any time be used or occupied as sleeping or lodging quarters.

         (26) For  purposes of the Lease,  holidays  shall be deemed to mean and
including the following:  (a) New Year's Day; (b) Good Friday; (c) Memorial Day;
(d)  Independence  Day;  (e) Labor  Day;  (f)  Thanksgiving  Day and the  Friday
following;  (g)  Christmas  Day;  and (h) any other  holidays  taken by  tenants
occupying at least  one-half  (1/2) of the Square Footage of office space in the
Building.

         (27)  Tenant  shall at all  times  keep the  Leased  Premises  neat and
orderly.

         (28) All requests for overtime air  conditioning  or heating  should be
submitted in writing to the Building  management office by 2:00 P.M. on the last
prior business day.

         (29) Landlord reserves the right to rescind, add to and amend any rules
or  regulations,  to add new  rules or  regulations,  and to waive  any rules or
regulations with respect to any tenant or tenants.

         (30) Corridor doors, when not in use, shall be kept closed.

         (31) All permitted  alterations  and  additions to the Leased  Premises
must conform to applicable building and fire codes. Tenant shall obtain approval
from the office of the Building with respect to any such modifications and shall
deliver "as-built" plans therefor to the office of the Building on completion.

         (32) It is the intent of both  Landlord  and Tenant that any portion of
the Leased Premises visible to the public hold a high quality professional image
at all times.  If, at any time  during the Term,  Landlord or  Landlord's  agent
deems such  visible area to hold less than a high  quality  professional  image,
Landlord  will  advise  Tenant  of  desired  changes  to be made to such area to
conform to the intent of this paragraph.  Within three working days, Tenant will
cause the  desired  changes  to be made,  or  present  Landlord  with a plan for
accomplishing  such  changes.  Tenant  shall  have such  additional  times as is
reasonably  required to implement  the plan,  not to exceed 2 months;  provided,
however,  that if Tenant is not diligently  pursuing the plan for  accomplishing
such changes within ten working days,  Landlord will provide draperies or blinds
for the glassed  area as Tenant's  expense;  Tenant will keep such  draperies or
blinds closed at all times.

             The carpet and wall coverings, which are to be located in the lobby
of any Leased  Premises  that are visible to the public,  use be  consistent  in


                                       28

<PAGE>

color and style with the carpet and wall coverings  located in the lobby area of
the Building, and must be approved by Landlord prior to installation.

         (33) The Building has been designated a "non-smoking" building.  Tenant
and its employees,  agents, servants, visitors and licensees are prohibited from
smoking in the common areas both inside and outside of the  Building,  except in
those  areas  designated  as  smoking  areas.  Tenant may  designate  the Leased
Premises a "non-smoking"  area, upon such terms as may be approved in advance by
Landlord, at any time during the Term.

         (34) Tenant  shall not play nor permit the playing of loud music in the
Leased Premises or common areas.

         (35) No firearms,  whether concealed or otherwise,  shall be allowed in
the Building at any time.

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                                       29

<PAGE>


                                    EXHIBIT E

                          FORM OF ESTOPPEL CERTIFICATE
                          ----------------------------

The undersigned  _______________________________________________  ("Tenant"), in
consideration  of One  Dollar  ($1.00)  and other  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  hereby  certifies to
_________________________________   ("Landlord"),  [the  holder  or  prospective
holder of any mortgage  covering the property] (the "Mortgagee") and [the vendee
under any contract of sale with respect to the Property]  (the  "Purchaser")  as
follows:

1.  Tenant and Landlord  executed a certain Lease Agreement (the "Lease"), dated
___________,  19___,  covering the _________ floor(s) shown attached on the plan
annexed hereto as EXHIBIT A-1 (the "Leased Premises") in the building located in
the   __________________________   known   as   and   by   the   street   number
_______________________   (the   "Building"),   for   a   term   commencing   on
_______________, 19_____, and expiring on ___________________________.

2.  The Lease is in full  force and effect and has not been  modified,  changed,
altered or amended in any respect.

3.  Tenant has accepted and is now in possession  of the Leased  Premises and is
paying the full Rent under the Lease.

4.  The Base Rent payable  under the Lease is $________________  per month.  The
Base Rent and all  Additional  Rent and other charges  required to be paid under
the Lease have been paid for the period up to and including ________________.

5.  Tenant has paid to Landlord the sum of $______________  as security  deposit
under the Lease.

6.  No rent under the Lease  has been  paid for more  than  thirty  (30) days in
advance of its due date.

7.  All work required  under  the Lease to be  performed  by  Landlord  has been
completed to the full satisfaction of Tenant.

8. There are no defaults existing under the Lease on the part of either Landlord
or Tenant.

9.  There is no existing basis for Tenant to cancel or terminate the Lease.

10. As of the date  hereof,  there exist no valid  defenses,  offsets,  credits,
deductions in rent or claims against the  enforcement of any of the  agreements,
terms, covenants or conditions of the Lease.

                                       30

<PAGE>

11. Tenant affirms that any dispute with Landlord giving rise to a claim against
Landlord is a claim under the Lease only and is subordinate to the rights of the
holder of all first lien  mortgages  on the Building and shall be subject to all
the terms, conditions and provisions thereof. Any such claims are not offsets to
or defenses against enforcement of the Lease.

12. Tenant affirms that any dispute with Landlord giving rise to a claim against
Landlord is a claim under the Lease only and is subordinate to the rights of the
Purchaser  pursuant to any contract of sale.  Any such claims are not offsets to
or defenses against enforcement of the Lease.

13.  Tenant  affirms that any claims  pertaining  to matters in existence at the
time Tenant took  possession  and which are known to or which were then  readily
ascertainable  by  Tenant  shall be  enforced  solely by money  judgment  and/or
specific  performance  against  the  Landlord  named in the Lease and may not be
enforced as an offset to or defense against enforcement of the Lease.

14. There are no actions,  whether  voluntary or otherwise,  pending  against or
contemplated  by Tenant under the  bankruptcy  laws of the United  States or any
state thereof.

15. There has been no material  adverse change in Tenant's  financial  condition
between the date hereof and the date of the execution and delivery of the Lease.

16. Tenant  acknowledges that Landlord has informed Tenant that an assignment of
Landlord's  interest in the Lease has been or will be made to the  Mortgagee and
that no  modification,  revision,  or  cancellation  of the Lease or  amendments
thereto shall be effective  unless a written consent thereto of the Mortgagee is
first  obtained,  and that until  further  notice  payments  under the Lease may
continue as heretofore.

17.  Tenant  acknowledges  that  Landlord has informed  Tenant that Landlord has
entered  into a  contract  to  sell  the  Property  to  Purchaser  and  that  no
modification,  revision or cancellation of the Lease or amendments thereto shall
be  effective  unless  a  written  consent  thereto  of the  Purchaser  has been
obtained.

18. This  certification  is made to induce Purchaser to consummate a purchase of
the  Property  and to induce  Mortgagee  to make and  maintain a  mortgage  loan
secured by the Property  and/or to disburse  additional  funds to Landlord under
the terms of its  agreement  with  Landlord,  knowing  that said  Purchaser  and
Mortgagee rely upon the truth of this  certificate in making and/or  maintaining
such purchase or mortgage or disbursing such funds, as applicable.

19.  Except as modified  herein,  all other  provisions  of the Lease are hereby
ratified and confirmed.


                                       31

<PAGE>

                                    TENANT:
                                    High Speed Net Solutions, Inc., a Florida
                                    corporation



                                    By: _____________________________________
                                    Name: ___________________________________
(Corporate Seal)                    Title: __________________________________
                                    Date: ___________________________________
Attest:


By: __________________________
    ____________ Secretary




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                                    EXHIBIT F

                                  HVAC SCHEDULE
                                  -------------

         Subject to the  provisions  of SECTION 5.01 of the Lease and  excluding
holidays,  Landlord will furnish Building standard heating,  ventilating and air
conditioning  between 8:00 a.m. and 6:00 p.m. on weekdays  (from Monday  through
Friday, inclusive) and Saturdays between 8:00 a.m. and 1:00 p.m. Upon request of
Tenant  made in  accordance  with the rules and  regulations  for the  Building,
Landlord will furnish air  conditioning  and heating at other times (that is, at
times  other  than the times  specified  above),  in which  event  Tenant  shall
reimburse Landlord for furnishing such services on the following basis:

         Tenant shall  reimburse  Landlord at the rate of Thirty-five and No/100
Dollars  ($35.00) per hour per air  handling  unit which is activated to provide
the requested air conditioning or heating service;  provided, such rate is based
upon the "Kilowatt  Hour rate" (as  hereinafter  defined) for  electricity as of
January  1, 1995  (the  "Base  Rate"),  and if and when the  Kilowatt  Hour Rate
increases  over the Base Rate,  the  aforesaid  rate of  Thirty-five  and No/100
Dollars  ($35.00) per hour per air handling  unit  thereof  shall  automatically
increase  proportionately.  For example,  if the Kilowatt Hour Rate increases by
10% over the Base  Rate,  said rate shall  automatically  increase  by 10%.  The
"Kilowatt  Hour Rate"  shall  mean the actual  average  cost per  kilowatt  hour
charged by the public  utilities  providing  electricity to the Building,  or if
said public  utilities  shall cease  charging for  electricity on the basis of a
kilowatt  hour,  the Kilowatt  Hour Rate shall mean the actual  average cost per
equivalent unit of measurement  substituted  therefor by said public  utilities.
The Base Rate is hereby stipulated to be $.0600 per kilowatt hour.

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                                    EXHIBIT G

                                 RENEWAL OPTION
                                 --------------


         Subject to the conditions set forth below, Tenant is granted the option
to  renew  the Term of this  Lease  for a period  of five (5)  additional  years
("Renewal  Term"),  to commence at the  expiration  of the initial  Term of this
Lease. Tenant shall exercise its option to renew by delivering written notice of
such election to Landlord at least twelve (12) months prior to the expiration of
the  initial  Term.  The  renewal of this Lease shall be upon the same terms and
conditions of this Lease, except (a) the Base Rate during the Renewal Term shall
commence  at  Twenty  Dollars  ($20.00)  per  square  foot of space and shall be
subject to the same  escalation  as set forth in Section 4.05 of the Lease,  (b)
Tenant  shall have no option to renew this Lease  beyond the  expiration  of the
Renewal Term,  (c) Tenant shall not have the right to assign its renewal  rights
to any  subtenant of the Leased  Premises or assignee of the Lease,  nor may any
such subtenant or assignee  exercise such renewal rights,  and (d) the leasehold
improvements  will be provided in their then  existing  condition (on an "as is"
basis) at the time the Renewal Term commences.

         The Renewal Option shall be conditioned upon the following:

         (a)  Tenant  has  fulfilled  all  material   conditions  of  the  Lease
         throughout  the portion of the Term of the Lease that has expired prior
         to the  exercise of the Renewal  Option and Tenant is not in default of
         any of the terms or conditions of the Lease at the time Tenant notifies
         Landlord of its  election to renew the Term of the Lease or at the time
         the Renewal Term commences,  nor has Tenant ever been in default of any
         of the terms or conditions of the Lease; and

         (b) Tenant  shall be in  occupancy  of the Leased  Premises at the time
         Tenant notifies Landlord of its election to renew the Term of the Lease
         and at the time the Renewal Term  commences and Tenant has not assigned
         or subleased any portion of the Leased Premises.


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                                    EXHIBIT H

                              Intentionally Deleted



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                                    EXHIBIT I

                                     PARKING
                                     -------


         Provided  Tenant  is  not  in  default  of  the  terms,  conditions  or
provisions  of this Lease,  during the Term,  as such may be amended or renewed,
Landlord shall  allocate to Tenant 4 unreserved  parking spaces per 1,000 square
feet of space  leased.  Such  parking  may be located  in the (i) 416  Salisbury
Street parking deck (the "416 Parking  Garage"),  (ii) the Cabarrus  Street Deck
and (iii) the surface  parking lot(s) adjacent to the 416 Parking Garage and the
Cabarrus Street Deck.

         In the event  Landlord  shall lose the  availability  of parking spaces
within the 416 Parking  Garage,  the Cabarrus Street Deck or the surface parking
lots,  Landlord  shall be  responsible  for providing  Tenant with an equivalent
number of parking  spaces at a location to be  mutually  agreed upon by Landlord
and  Tenant,  with  Landlord  responsible  for  any  increased  cost  due to the
difference in parking rates.


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