<PAGE>

                                                                 Exhibit 10.36


                                  OFFICE LEASE

         This Lease is made this __ day of November __, 2000 by and between
UCCELLO IMMOBILIEN GMBH, a German corporation, represented by its agent WELSH
COMPANIES, SE., INC., a Florida corporation ("Landlord") and STARMEDIA NETWORK,
INC., a New York corporation, with corporate headquarters at 75 Varick Street,
New York, New York 10013 ("Tenant").

                                   WITNESSETH:

1.       BASIC LEASE PROVISIONS:
<TABLE>
<CAPTION>
         <S>                                     <C>                                                 <C>
         1.1.     PROJECT:                        "Legal Description"                                SEE SCHEDULE I
                  -------                                                                            --------------

                  The Project includes:          An office building ("Building"), a parking
                                                 garage, and/or surface parking lot, the
                                                 land and other improvements within the
                                                 Project boundaries

                  Address:                       999 Brickell Avenue, Miami, Florida 33131

                  Unit/Suite No.:                900 and 808

                  Floor:                         9th and 8th

                  Guaranty of Lease:                                                          INTENTIONALLY OMITTED

                  Rules and Regulations:                                                           SEE SCHEDULE III
</TABLE>


                  Landlord may change the Building and/or Project name and/or
                  address without notice to or consent of Tenant, subject to the
                  terms of Section 3.2 below.

         1.2.     AREA OF PREMISES: Approximately 13,511 rentable square feet,
                  as reflected on the floor plans attached hereto as composite
                  Exhibit "A" ("Premises"), subject to re-measurement by
                  Landlord's architect pursuant to BOMA standard, upon
                  completion of the Tenant Improvements under paragraph 1.15
                  below and as provided in paragraph 1.19. below, and including
                  a Building common area factor of 1.175. The Premises as so
                  remeasured shall thereafter not be subject to dispute.


<PAGE>

                  The rentable area of the Premises includes a corridor in suite
                  808, which is crosshatched on Exhibit "A" of approximately 235
                  rentable square feet. Tenant obligations to pay Base Rent and
                  Building Operating Expenses under this Lease shall exclude
                  this corridor and shall be based on approximately 13,276
                  rentable square feet, as adjusted upon re-measurement under
                  this paragraph 1.2.

                  In the event of a change of the rentable area of the Premises
                  as a result of this remeasurement, all lease provisions
                  relating to measurements of the Premises and the parties'
                  rights and obligations resulting therefrom shall be adjusted
                  accordingly, including but not limited to Tenant's obligation
                  to pay Rent and Tenant's Percentage Share as defined herein.

         1.2.1    SATELLITE DISH ANTENNA; SHAFT USE.
                  ---------------------------------

                  A. RIGHT TO USE. Tenant shall have the right during the term
                  hereof, at Tenant's sole cost and expense, to install and
                  operate two (2) satellite dish antennae on the roof of the
                  Building per the attached plan of the intended installation
                  (Exhibit "A1"), subject to space availability and provided
                  there is no interference with existing equipment. The
                  installation of such antennae shall be subject to Landlord's
                  prior written approval of all technical and construction plans
                  and specifications, which approval shall not be unreasonably
                  withheld or delayed. Tenant shall obtain all governmental
                  approvals and permits and shall comply with all applicable
                  codes, laws and regulations, and specifically all applicable
                  FCC regulations and requirements in connection with the
                  installation and operation of said equipment. Tenant agrees to
                  remove all equipment so installed upon termination of the
                  Lease and agrees to restore the Building, including but not
                  limited to the affected roof area, to its original condition.
                  Tenant shall be responsible for all damages caused to the
                  Building and/or Landlord's property or that of other tenants
                  as a result of the installation, maintenance or removal of the
                  equipment. Tenant agrees that access to the satellite dish
                  antenna shall be provided by Landlord's maintenance staff at
                  the Building during regular working hours and upon call for,
                  emergency purposes. Landlord shall provide access to the
                  building risers, shafts and common areas as necessary for the
                  installation and maintenance of fiber optics, telecom, data
                  cabling, and other related equipment to the Premises as well
                  as for Tenant's Satellite Dish Antenna.

                  B. MISCELLANEOUS. Tenant will at all times maintain
                  comprehensive general and commercial liability insurance for
                  its equipment and its operation. If it is determined in the
                  future that any health hazard may result from the operation of
                  this equipment, or if any governmental agencies determine new
                  regulations for such installations, then Tenant agrees to
                  comply immediately




                                       2
<PAGE>

                  or remove the equipment, without terminating the Lease and/or
                  its Right To Use under this Paragraph, until such
                  non-complying condition is remedied. Tenant shall be liable
                  for all claims which may arise out of the installation and
                  operation of its equipment.

         1.2.2.   ELEVATOR ACCESS CONTROL.  Landlord,  subject to Landlord's
                  review of the proposed system and provided all zoning and
                  governmental regulations are complied with, shall permit
                  Tenant to install a controlled access system for the 9th
                  floor.

         1.3.     TENANT'S PERCENTAGE SHARE. 14.04%.  Tenant's' Percentage
                  Share shall be adjusted if the rentable area of the Building
                  or the Project is increased or decreased.

         1.4.     COMMENCEMENT DATE OF LEASE.  On the Rent Commencement Date
                  as defined in paragraph 1.6 below.

         1.5.     LEASE TERM/EXPIRATION DATE OF LEASE:  The Lease Term ("Lease
                  Term") shall commence on the Commencement Date and shall
                  expire the last day of the 60th month after Rent Commencement
                  Date ("Expiration Date").

         1.5.1.   RENEWAL OPTIONS.  Tenant shall have two (2) consecutive
                  options (the "Renewal Options") to extend the Lease Term for
                  consecutive periods of five (5) years each (the "First and
                  Second Renewal Periods" respectively). The rental rate for
                  each Renewal Period shall be equal to the prevailing market
                  rent for properties similar to the Building in quality, size,
                  location and use in Miami Florida on the date of the exercise
                  of the Renewal Option, taking into account size and location
                  of the Premises, any rent concessions, moving concessions,
                  tenant allowances, and brokerage commissions prevailing in the
                  market at such time, as well as Tenant's creditworthiness,
                  length of the term, and extent of services provided or to be
                  provided. Tenant shall exercise its option rights not later
                  than one hundred eighty (180) days before the expiration date
                  of the then current Lease Term. Landlord shall provide Tenant
                  with its determination of the prevailing market rent within
                  ten (10) days after receipt of Tenant's notice to exercise its
                  Renewal Option. Tenant shall have twenty (20) days after
                  receipt of Landlord's notice in which to notify Landlord of
                  any objection thereto. In the event Tenant notifies Landlord
                  of its objection to `the computation of such rental rate, then
                  the parties shall negotiate in good faith for a period not to
                  exceed thirty (30) days in order to come to agreement thereon.
                  In the event the parties are unable to agree upon such rate
                  within' such thirty (30) day period, then Tenant shall have
                  the right, via written notice to Landlord within 10 days
                  thereafter, to either revoke its exercise of the Renewal
                  Option or to have the


                                       3
<PAGE>

                  matter submitted to arbitration as follows: Each party shall
                  select at its sole cost and expense, within ten (10) days
                  thereafter, an arbitrator with at least five (5) years of
                  experience in the valuation of office buildings in the Miami
                  area. Each such arbitrator shall submit its valuation of the
                  prevailing market rental rate in accordance herewith within
                  ten (10) days after selection, and if the valuations are
                  within ten percent (10%) of each other, then the valuations
                  shall be averaged together to arrive at the prevailing market
                  rent of the Premises. In the event the valuations have a
                  disparity greater than ten percent (10%), then the arbitrators
                  shall select a third arbitrator, who shall submit his/her
                  valuation in accordance with the foregoing within ten (10)
                  days after selection. The two valuations which are the closest
                  to each other shall then be averaged together to arrive at the
                  prevailing market rate. The cost of the third arbitrator shall
                  be shared by the parties.

         1.5.2.   RIGHT OF FIRST OFFER.  If Tenant is not in default under
                  the Lease beyond any grace or cure period, as may be
                  applicable, Tenant shall have one time Right of First Offer to
                  lease Suite 800, which is contiguous to Suite 808 and marked
                  on Exhibit "A" and any part or all of the 7th floor space, and
                  other space in the building ("Expansion Space"), during the
                  Lease Term as the space becomes available, subject to any
                  encumbrances which may exist at the time this Lease Agreement
                  is signed or at the time the space becomes available, at
                  Market Rent, as defined below. The Landlord shall offer such
                  space to Tenant when it becomes available and Tenant shall
                  exercise its right under this paragraph by giving written
                  notice to Landlord of its exercise of this right and
                  acceptance of Landlord's offer not later than twenty (20) days
                  following its receipt of Landlord's offer. Expansion Space
                  shall be deemed available when it is vacant and broom clean
                  and not subject to any tenant rights other than Tenant's right
                  herein. Upon exercise of Tenant's right under this paragraph,
                  the parties shall execute an amendment to the Lease whereby
                  the Expansion Space shall be included in the definition of the
                  "Premises" under the Lease and shall be subject to the terms
                  of Landlord's offer accepted by Tenant. If not accepted,
                  Tenant's right under this paragraph shall terminate as to the
                  offered space, except that, if Tenant does not exercise its
                  right hereunder only because the. parties were unable to agree
                  on the Market Rent, Tenant's right hereunder shall continue if
                  Landlord markets the Expansion Space to third parties at less
                  than 95% of the Market Rent offered to Tenant.

                  Market Rent shall be defined as the rental rate which is equal
                  to the' prevailing market rent for properties similar to the
                  Building in quality, size, location and use in Miami Florida
                  on the date of the exercise of the Right of First Offer,
                  taking into account size and location of the Premises, any
                  rent concessions, moving concessions, tenant allowances, and
                  brokerage commissions prevailing in the market at such time,
                  as well as Tenant's creditworthiness,


                                       4
<PAGE>

                  length of the term, and extent of services provided or to
                  be provided.

                  Tenant's Flight of First Offer shall be limited to a total
                  area of Expansion Space of 31,638 square feet in the
                  Building and shall automatically terminate when size has
                  been reached.

         1.6.     RENT COMMENCEMENT DATE.  On the Completion Date as defined
                  in Paragraph 5.3.4 of the Building Standard Workletter
                  attached as Exhibit "C" and pursuant to Landlord's written
                  notice to Tenant that the Tenant Improvements as described
                  in Paragraph 1.15 hereof have been substantially completed
                  and that the Premises are ready for occupancy and that a
                  permanent or temporary certificate of Occupancy or
                  equivalent has been issued for the Premises by Miami-Dade
                  County, with or without actual entry by Tenant subject to
                  the adjustments provided in Paragraph V of Exhibit "C".
                  The parties shall execute a Rent Commencement Date
                  Certificate in the form attached as Exhibit "B."


         1.7.     RENT.  From and after the Rent Commencement Date, and
                  throughout the Lease Term, Term shall pay as Rent to
                  Landlord.

                  (1)  Base Rent shall be $139,398.00 per year or $10.50
                       per rentable square foot per year, payable in equal
                       monthly installments of $11,316.5 per month, during
                       the first year of the Least Term and thereafter
                       subject to annual adjustment as hereinafter provided.

                  (2)  Operating Expenses Rent in the amount of Taxes and
                       Operating Expenses, as these terms are defined in
                       paragraph 2 of this Lease, and payable pursuant to
                       paragraph 6 of the Lease. Operating Expenses Rent is
                       herein also called "CAM". The Common Area Maintenance
                       (CAM) charge for the calendar year 2000 is estimated
                       as $10.50 per rentable square foot.

                  Rent is due on the first day of each calendar month at
                  Landlord's address stated in this paragraph 1., together
                  with all applicable sales and/or rent taxes thereon,
                  without demand, deduction or setoff during the Lease Term.
                  Any payments of sums required hereunder to be made to
                  Landlord by Tenant, other than Rent as designated herein,
                  shall be deemed Additional Rent, whether or not designated
                  as such. The collection of Rent and Additional Rent may
                  be enforced in the same manner permitted for the collection
                  of Base Rent as allowed in the jurisdiction in which the
                  Building is located. If the Lease Term commenced during a
                  calendar month, Rent shall be prorated on a thirty (30)
                  day basis for such month.

                                       5
<PAGE>

         1.7.1.   RENT ADJUSTMENT(S) DURING THE LEASE TERM FROM RENT
                  COMMENCEMENT DATE:

<TABLE>
<CAPTION>
                                                                  ADJUSTED
                                          BASE RENT PER           MONTHLY           MONTHLY
                  ADJUSTMENT MON.         RENTABLE SQ. FT.        BASE RENT         CAM
                  ---------------         ----------------        ---------         -------
                  <S>                     <C>                     <C>               <C>
                  01-12                   $10.50                  $11,616.50        $11,616.50
                                                                                    (2000 est.)

                  13-24                   $11 .50                 $12,722.83        to be determ.

                  25-36                   $12.50                  $13,829.17        to be determ

                  37-48                   $14.00                  $15,488.67        to be determ

                  49-60                   $15.50                  $17,148.17        to be determ

</TABLE>

                  Tenant's monthly Base Rent and CAM excluding sales tax/
          charges during the calendar year 2000: $23,233.00.00

         1.8.     SECURITY DEPOSIT:

                  $11,616.50 which is the amount of one (1) month of Base Rent
                  and the amount of $11,616.50 which is the amount of one (1)
                  month of estimated CAM charge for the calendar year 2000,
                  excluding Florida Sales Taxes. The amount of the Security
                  Deposit is due upon execution of this Lease together with the
                  first month's Rent, including sales tax, in the total amount
                  of $47,976.15.

                  As an additional Security Deposit, Tenant shall provide to
                  Landlord at the time of execution of this Lease a decreasing
                  value standby irrevocable letter of credit ("LC"), confirmed
                  by a reputable local US bank reasonably acceptable to Landlord
                  in the amount of $100,000.00 and valid for the initial Lease
                  Tern, and in compliance with any renewal requirements of the
                  bank, as further security to ensure the financial obligations
                  of Tenant under this Lease. The face amount of the LC shall
                  automatically reduce by $20,000.00 to $80,000.00 on the 3rd
                  anniversary of' the Lease Commencement Date and by an
                  additional $20,000.00 to $60,000.00 on the 4th anniversary of
                  the Lease Commencement Date. The LC shall be payable to
                  Landlord. Tenant's failure to maintain the LC for the Lease
                  Term shall be a material default under this Lease. In such
                  event or any other event of default hereunder, which default
                  is not cured within the applicable grace and/or cure period,
                  Landlord shall be authorized to draw the full face amount of
                  the LC (or such lesser amount as may be sufficient to remedy
                  such default) by notice to the issuing bank that Tenant is in
                  default (beyond any applicable grace and/or cure period) under
                  this Lease and that Landlord requests payment to it of the
                  face amount of the LC. Said notice does not have to be in a
                  particular form, but shall be certified by an officer of
                  Landlord or Landlord's managing agent.


                                       6
<PAGE>

         1.9.     PERMITTED USE:  General Office.

         1.10.    TRADE NAME:  N/A.

         1.11.    PARKING SPACES: Tenant shall be entitled to up to five (5)
                  reserved parking spaces per 1,000 rentable square feet of
                  leased Premises up to 10,000 and four (4) reserved spaces per
                  1,000 rentable square feet of leased Premises from 10,000 to
                  15,000 rentable square feet in the garage tower of the
                  Building at a monthly charge of Sixty and 00/100 Dollars
                  ($60.00) per space plus Florida sales tax and/or any other
                  governmental charges, or in the basement of the Building at a
                  monthly charge of Seventy and 00/100 Dollars ($70.00) per
                  space plus Florida sales tax, and/or any other governmental
                  charges. On any extension of the Lease, Landlord, at its
                  option, may adjust the monthly charge to the then prevailing
                  market rental. Additional parking is available subject to
                  availability at market rates.

         1.12.    LATE CHARGES: The parties agree that late payment by Tenant to
                  Landlord of Rent will cause Landlord to incur costs not
                  contemplated by this Lease, the amount of which is extremely
                  difficult to ascertain. Therefore, the parties agree that if
                  any installment of Rent is not received by Landlord within ten
                  (10) days after Rent is due, Tenant will pay to Landlord a sum
                  equal to 5% of the monthly Rent as a late charge. In addition,
                  all other charges due hereunder which are not paid when due
                  shall bear interest from the due date until paid at the
                  Default Rate.

         1.13.    CALCULATION OF OPERATING EXPENSE RENT:  See paragraph 6.

         1.14.    GUARANTOR(S):  Omitted.

         1 .15.   TENANT IMPROVEMENTS.

         1.15.1   PREMISES. Landlord at its expense shall build out the Premises
                  pursuant to the layout shown on the attached Exhibit "C(1)".
                  The respective obligations, covenants and agreements of
                  Landlord and Tenant to construct the Premises, including
                  the division of responsibilities and procedures for design
                  and construction and for payment of costs and expenses are
                  more specifically set forth in Exhibit "C" (Building
                  Standard Workletter). Landlord agrees to provide to Tenant
                  a Tenant Improvement Allowance in an amount equal to the
                  number of square feet of Net Useable Area within the
                  Premises multiplied by $27.00 ("Tenant Improvement
                  Allowance"), of which $2.00 per useable square foot shall
                  be applied to architectural fees.


                                       7
<PAGE>

         1.15.2   POSSESSION. Taking possession of all or any portion of the
                  Premises by Tenant after Landlord's notice of the Rent
                  Commencement Date shall be conclusive evidence as against
                  Tenant that the Premises or such portion thereof are in
                  satisfactory condition on such date of possession, subject
                  only to any deficiencies listed in writing in a notice
                  delivered by Tenant to Landlord not more than thirty (30) days
                  after the Rent Commencement Date.

         1.15.3   NET USEABLE AREA. Net Useable Area shall mean the total area
                  within the Premises as measured from the interior surface of
                  exterior walls, windows and doors to the mid-point of all
                  interior demising walls, windows and doors, without deduction
                  for columns or projections. For the purpose of this Lease, the
                  Net Useable Area of the Premises shall be 11,299 useable
                  square feet subject to adjustment by re-measurement as
                  provided in paragraph 1.2. hereof.

         1.15.4   SUPPLEMENTAL AIR CONDITIONING. Upon Landlord's review and
                  written approval of Tenant's plans and at the same time as
                  Landlord performs the Tenant improvements on the ninth (9th)
                  floor Premises, Tenant may install supplemental air
                  conditioning equipment on the ninth (9th) floor to cool
                  Tenant's computer equipment on said floor. If Tenant is not
                  intending to install such equipment at the time of its initial
                  occupancy, then Tenant must later comply with Landlord's rules
                  and regulations governing approval of such alteration, which
                  approval shall not be unreasonably withheld or delayed.

         1.15.5   EARLY ENTRY.  Tenant shall be permitted to enter the Premises
                  before the Commencement Date in order to prepare the Premises
                  for occupancy, and install Tenant's workstations and cabling.
                  Tenant's early entry shall be at Tenant's solo risk and
                  subject to all the terms and provisions of this Lease as if
                  the Commencement Date had occurred, except for the payment of
                  Rent, as this term is defined in paragraph 1.7 below, which
                  shall commence on the Commencement Date. Tenant, its agents,
                  or employees will not interfere with or delay Landlord's
                  completion of Landlord's work. All rights of Tenant hereunder
                  will be subject to the requirements, of all applicable
                  building codes, zoning requirements, and federal, state, and
                  local laws, rules, and regulations, so as not to interfere
                  with Landlord's compliance with all laws, including the
                  obtaining of a certificate of occupancy for the Premises.
                  Landlord has the right to impose additional conditions on the
                  Tenant's early entry that Landlord, in its reasonable
                  discretion, deems appropriate including, without limitation,
                  indemnification of Landlord and proof of insurance, and will
                  further have the right, to require that Tenant execute an
                  early entry agreement containing those conditions prior to
                  Tenant's early entry.

         1.16.    ADDRESS FOR  PAYMENT/NOTICES.  Address for payment of rent
                  and notices,


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<PAGE>

                  which is subject to change by written notice to the other
                  party at its then current address:

                  Landlord:                           Tenant:

                  Uccello Immobilien, GmbH            StarMedia Network, Inc.
                  c/o Welsh Companies, S.E.           999 Brickell Avenue
                  999 Brickell Ave., Suite 101        Suite 900
                  Miami, Florida  33131               Miami, Florida 33131
                  Tel.   (305) 372-8828               Tel.   (305) 374-0100
                  Fax   (305) 372-9767                Fax   (305) 374-8181

                                                      With copy to:

                                                      StarMedia Network, Inc.
                                                      Attn:  General Counsel
                                                      75 Varick Street
                                                      New York, New York  10013

         1.17.    BROKER: The Broker[s] [is] OR [are]:  Welsh Companies,
                  S.E., Inc. as Landlord's Broker, and The Langhorne Company as
                  Tenant's Broker. Landlord will bear the cost of the commission
                  payable to Brokers in connection with this Lease, if any. The
                  commission payable to The Langhorne Company by the Landlord is
                  4% of the net Base Rent; payable by Tenant to Landlord for the
                  initial term of the Lease, excluding any renewals or
                  expansions, except that Landlord shall pay a commission of 4%
                  of the net Base Rent on expansions that occur within 36 months
                  of' the Lease Commencement Date. All commission payments are
                  due upon Tenant's occupancy of the Premises. Landlord and
                  Tenant warrant and represent to each other that they have not
                  consulted or negotiated with any broker or finder with regard
                  to the Premises or this Lease other than Brokers identified
                  herein. If either party shall be in breach of the foregoing
                  warranty, such party shall indemnify the other against any
                  loss, liability and expense (including attorneys' fees and
                  court costs) arising out of claims for fees or commissions
                  from anyone having dealt with such party in breach.

         1.18.    BUILDING OPERATING HOURS:  Current Building  Operating Hours
                  are from 7:00 a.m. to 7:00 p.m., Monday through Friday except
                  on legal holidays. Upon Tenant's prior written request to be
                  received by Landlord not later than by 5:00 p.m. on the
                  preceding business day, Landlord will provide at no charge to
                  Tenant HVAC services on Saturdays from 9:00 a.m. to 1:00 p.m.,
                  legal holidays excluded. The Building Operating Hours as set
                  forth above shall not be reduced during the term of this
                  Lease, as the same may be extended.


                                       9
<PAGE>

                  Tenant shall have 24 hour, 7 day a week, 365 day a year access
                  to the Premises although during non-Building Operating Hours,
                  Tenant may need to present a pass or comply with other
                  reasonable rules and regulations.

         1 .19.   REDESIGN OF ELEVATOR LOBBIES:  If Tenant does not exercise
                  its Right of First Offer to lease Suite 800 pursuant to
                  paragraph 1.5.2 hereof, Landlord reserves the right to
                  redesign the elevator lobby by Landlord's architect on the
                  eighth (8th) Building floor, in order to provide an enlarged
                  new lobby design pursuant to Building standard, as outlined on
                  the attached Exhibit "D." Such redesign will increase the
                  lobby area by moving the frontage line of the Premises to the
                  existing elevator lobby by approximately 3 to 4 feet into the
                  area of the Premises as defined in paragraph 1.2 above. In
                  such event, the rentable area of the Premises shall be
                  adjusted and remeasured by Landlord's architect pursuant to
                  B.O.M.A. standards and the Lease provisions and financial
                  terms which are affected or determined by the measurements of
                  the Premises shall be adjusted accordingly. Tenant hereby
                  consents to the required construction work affecting the
                  Premises. Landlord shall make diligent efforts to ensure that
                  such work does not unreasonably interfere with Tenant's use of
                  the Premises and provide Tenant with at least thirty (30) days
                  of prior written notice of commencement of construction
                  ("Redesign Commencement Date"). In said notice, Landlord shall
                  specify the area of the Premises which must be made available
                  by Tenant by the Redesign Commencement Date. The parties shall
                  cooperate during the notice period to prepare for the redesign
                  work in order to ensure that the Redesign Commencement Date is
                  kept. Tenant acknowledges and agrees that the plans and
                  specifications for Tenant's improvements and/or alterations to
                  the Premises to be performed under the Lease shall duly
                  consider the possibility of such redesign.

         1.20.    JANITORIAL SPECIFICATIONS.  The following janitorial
                  specifications shall apply to the Premises:

                  Monday - Friday:
                               Vacuum carpets and mop vinyl and tile floors
                               Empty trash cans Clean bathroom fixtures,
                               restock all paper and soap Mop bathroom
                               floors Clean elevator and elevator lobby

                  Weekly:      Wipe down desks, glass walls and doors

                  Monthly:     Buff vinyl floors, kitchen floors
                               Clean interior of building windows
                               Clean air vents, dust furniture and filing
                               cabinets

2.  DEFINITIONS: Unless the context otherwise specifies or requires, the
    following


                                       10
<PAGE>

         terms will have the meanings set forth below:

         2.1.     COMMON AREAS: All areas and facilities outside the Premises
                  and within the exterior boundaries of the Project that are not
                  leased to other tenants and that are provided and designated
                  by Landlord, in its sole discretion from time to time, for the
                  general use and convenience of Tenant and other tenants of the
                  Project and their authorized representatives, invitees and the
                  general public. Common Areas are areas within and outside of
                  the Building in the Project, such as common entrances,
                  lobbies, pedestrian walkways, patios, landscaped areas,
                  sidewalks, service corridors, elevators, restrooms (other than
                  those within any tenant's leased premises), stairways,
                  decorative walls, plazas, loading areas, parking areas, and
                  roads.

         2.2.     OPERATING EXPENSES: All costs of operating, servicing,
                  administering, repairing and maintaining the Project
                  (excluding costs paid directly by Tenant and other tenants in
                  the Project or otherwise reimbursable to Landlord), the
                  landscaping of Common Areas of the Project and the parking
                  areas within the Project boundaries. Such costs include Taxes,
                  as this term is defined in paragraph 2.5 below and any
                  reasonable and necessary costs of operation, maintenance and
                  repair, computed in accordance with generally accepted
                  accounting principles applied on a consistent basis ("GAAP"),
                  and will include, by way of illustration, but not limitation:

                           (i) All costs of managing, operating and maintaining
                           the Project, including, without limitation,
                           management fees, wages, salaries, fringe benefits and
                           payroll burden for employees utilized in the day to
                           day operation of the Project; public liability,
                           flood, windstorm property damage, rent loss, all risk
                           and all other insurance premiums paid by Landlord
                           with respect to the Project; water, sewer, heating,
                           air conditioning, ventilating and all other utility
                           charges (other than with respect to utilities
                           separately metered and paid directly by Tenant or
                           other tenants); the cost of contesting the validity
                           or amount of real estate and personal property taxes;
                           janitorial services; access control; window cleaning;
                           elevator maintenance; fire detection and security
                           devices and services; gardening and landscape
                           maintenance; trash, rubbish, garbage and other refuse
                           removal; pest control; painting; facade maintenance;
                           lighting; exterior and partition (demising) wall
                           repairs; roof repairs; maintenance of all steam,
                           water and other water retention and discharging
                           piping, lakes, culverts, fountains, pumps, weirs,
                           lift stations, catch basins and other areas and
                           facilities whether or not on-site; canal embankment
                           and related maintenance repair and repainting of
                           sidewalks and roads due to settlement and pothoIes
                           and general resurfacing and maintenance of parking
                           areas; sanitary control;




                                       11
<PAGE>

                           depreciation of machinery and equipment used in any
                           of such maintenance and repair activities; management
                           fees; road sidewalk and driveway maintenance; and all
                           other Project maintenance, repairs and insurance. The
                           controllable costs (all costs except Utilities,
                           Taxes, and Insurance) will be capped at a 5% per year
                           increase.

                           (ii) The costs (amortized together with a reasonable
                           finance charge in accordance with GAAP) of any
                           capital improvements or investment items which are
                           for the sole purpose of reducing (or minimizing
                           increases of) Operating Costs or improving the
                           security of the Building or are or may be required by
                           Governmental agencies, including but not limited to
                           improvements prescribed by the Americans wit
                           Disabilities Act ("ADA") and other such mandated
                           programs, which may occur from time to time. All such
                           costs shall be amortized on a straight-line basis
                           over the reasonable life of the capital investment
                           item(s), determined in accordance with generally
                           accepted accounting principles and in no event to
                           extend beyond the reasonable life of the Building.

                           (iii) The costs of all supplies, materials and
                           equipment used in operation and/or maintenance of the
                           Building and Land;

         Except as provided above, Operating Expenses shall not include:

                  (a)  Depreciation on the Project or any Common Areas;

                  (b)  costs of space planning, tenant improvements, marketing
                  expenses, finders fees and real estate broker commissions;

                  (c)  any and all expenses for which Landlord is reimbursed
                  (either by an insurer, condemnor or other person or entity),
                  but only to the extent of such reimbursement, and any and all
                  expenses for which Landlord is reimbursed or entitled to
                  reimbursement by a tenant in the Project pursuant to a lease
                  provision in such tenant's lease;

                  (d)  salaries for personnel above the grade of senior property
                  manager, senior controller, senior accountant and senior
                  engineer;

                  (e)  costs in connection with services or benefits of a type
                  which are not provided to Tenant, but are provided to another
                  tenant or occupant;

                  (f)  mark-ups on electricity and condenser cooling water for
                  heat pumps in excess of Landlord's costs therefor;


                                       12
<PAGE>


                  (g)  Landlord's general overhead and administrative expenses
                  not directly allocable to the operation of the Project;

                  (h)  cost of repair or other work necessitated by the gross
                  negligence or willful misconduct of Landlord or Landlord's
                  employees contractors or agents;

                  (1)  Landlord's federal and state income taxes, inheritance
                  taxes, gift taxes and similar taxes not directly attributable
                  to the operation of the Building and the Project;

                  (j) any costs or expenses incurred to bring the Building or
                  any part thereof, and the property on which the Building is
                  located, into compliance with applicable laws (including,
                  without limitation, the Americans With Disabilities Act), or
                  to remove or remediate hazardous materials and waste, except
                  as provided in paragraphs 2.2(ii) hereof.

         2.3      RENTABLE SQUARE FEET:  The number of square feet of net
                  rentabIe area as computed in accordance with BOMA standard as
                  exists on the date of this Lease.

         2.4      DEFAULT RATE:  The lower of the maximum lawful rate of
                  interest or 16%.

         2.5      TAXES: All impositions, taxes, assessments (special or
                  otherwise, water and sewer charges and rents, and other
                  governmental liens or charge of any and every kind, nature and
                  sort whatsoever, ordinary and extraordinary, foreseen and
                  unforeseen, and substitute therefore including all taxes
                  whatsoever (except only those taxes of the following
                  categories: any inheritance, estate, transfer, or gift taxes
                  imposed upon Landlord or any income taxes specifically payable
                  by Landlord as a separate tax paying entity without regard to
                  Landlord's income source as arising from or out of the
                  Building and/or the land on which it is located) attributable
                  in any manner to the Building and/or the Land (however the
                  term may be defined) receivable therefrom or any part thereof,
                  or any use thereof, or any facility located therein or thereon
                  or used in conjunction therewith or any charge or other
                  payment require to be paid to any governmental authority,
                  whether or not any of the foregoing shall be designated "real
                  estate tax", "sales tax", "rental tax", "excise tax", or
                  "business tax" or designated in any other manner.

3.       PREMISES:


                                       13
<PAGE>

         3.1.     LEASE OF PREMISES: Landlord hereby leases to Tenant, and
                  Tenant hereby leases from Landlord, for the term and subject
                  to the agreements, covenants, conditions and provisions set
                  forth in this Lease, to which Landlord and Tenant hereby
                  mutually agree, the premises (the "Premises") described in
                  paragraphs 1.1 and 1.2 above.

         3.2.     PROJECT:  The  Premises are a part of the office project
                  (the "Project") described in paragraph 1. Landlord may
                  increase, reduce or change the number, dimensions or locations
                  of the walks, buildings, lobbies, parking and other Common
                  Areas and other improvements located in the Project in any
                  manner that Landlord, in its sole discretion shall deem
                  proper. Landlord further reserves the right to make
                  alterations and/or additions to and to build or cause to be
                  built additional stories on the Building in which the Premises
                  are situated and to add any buildings within the Project site.
                  Landlord reserves the right to install, maintain, use, repair
                  and replace, pipes, ducts, conduits and wires leading through
                  the Premises and serving other parts of the Project in a
                  manner that will not materially interfere with Tenant's use of
                  the Premises. Landlord will also have the right to increase
                  and expand the size of the Project and/or the Project site by
                  adding additional land, buildings and other structures to the
                  Project. Landlord shall have the right to grant easements for
                  ingress, egress or other purposes within or across the Project
                  or the Project site. Landlord shall have the right to change
                  the Project's name without notice, to change the Project's
                  street address upon 9 days prior notice, to grant to any
                  person or entity the exclusive right to conduct any business
                  or render any service in or to the Project, (provided such
                  exclusive right shall not operate to prohibit Tenant from
                  using the Premises for the purpose set forth in paragraph 1.,
                  to retain at all times master keys or passkeys to the
                  Premises, and to place such signs, notices or displays as
                  Landlord reasonably deems necessary or desirable upon the roof
                  and exterior of the Project.

                  Landlord shall not exercise its rights under this Section in
                  sue manner as would reduce Tenant's allocable parking, affect
                  in a material way Tenant's access, or increase Tenant's costs
                  under this Lease, or reduce Landlord's services.

         3.3.     RELOCATION OF TENANT:  [Intentionally Omitted]

4.       COMMON AREAS:

         4.1.     TENANT'S RIGHT TO USE COMMON AREAS:  Landlord grants Tenant
                  and its authorized representatives and invitees the
                  non-exclusive right to use the Common Areas with others who
                  are entitled to use the Common Areas



                                       14
<PAGE>

                  subject to Landlord's rights as set forth in this Lease.

         4.2.     LANDLORD'S CONTROL:  Landlord has the right to:

                  (a)  establish and enforce reasonable rules and regulations
                  applicable to all tenants concerning the maintenance,
                  management, use and operation of the Common Areas;

                  (b)  close, if necessary, any of the Common Areas to prevent
                  dedication of any of the Common Areas or the accrual of any
                  rights of any person or of the public to the Common Areas;

                  (c)  close temporarily any of the Common Areas for maintenance
                  purposes;

                  (d)  select a person, firm or corporation which may be an
                  entity related to Landlord to maintain, manage, and/or operate
                  any of the Common Areas; and

                  (e)  designate other lands outside the exterior boundaries of
                  the Project to become part of the Common Areas.

                  Notwithstanding the provisions of this Subparagraph, in
                  exercising its rights hereunder, Landlord will provide
                  reasonable access to and from the Premises.

5.       RENT:

         5.1.     BASE RENT: Tenant will pay to Landlord as rent for the use and
                  occupancy of the Premises at the times and in the manner
                  provided below, Base Rent in the amount specified in Paragraph
                  1 above payable in advance on the Commencement Date and on or
                  before the first day of each and every successive calendar
                  month during the term hereof without demand, setoff or
                  deduction.

         5.2.     SALES TAX; ADDITIONAL RENT; DEFINITION OF RENT: In addition to
                  the Base Rent, Tenant agrees to pay Landlord monthly all sales
                  or use taxes or excise taxes imposed or levied by the State of
                  Florida or any other governmental body or agency against any
                  rent or any other charge or payment require hereunder to be
                  made by Tenant to Landlord. All sums of money as shall become
                  due and payable by Tenant to Landlord under this Lease,
                  including but not limited to Base Rent, Operating Expenses
                  Rent pursuant to paragraph 6 below and sales tax, shall be
                  defined as and payable as Rent under this Lease which Tenant
                  shall be obligated to pay. Landlord's remedies for default in
                  the payment of additional Rent shall be the same as are
                  available to Landlord in the case of a default in the payment
                  of Base Rent.


                                       15
<PAGE>

         5.3      PRORATION: If the Lease Term shall begin during a calendar
                  month, then in order that the Base Rent, Operating Expenses
                  Rent pursuant to Paragraph 6 below, and all related amounts
                  described herein, may be placed on a calendar month basis, the
                  amounts due for such portion of the particular calendar month
                  shall be apportioned and paid on the basis of a month of
                  thirty (30) days.

6.       OPERATING EXPENSES:

         6.1.     OPERATING EXPENSES RENT:  In addition to Base Rent, Tenant
                  shall ay Tenant's Percentage Share, as specified in paragraph
                  1 above, of the Operating Expenses paid or incurred by
                  Landlord in each year ("Operating Expenses Rent").

         6.2.     Payment:  Prior to the Commencement Date and thereafter
                  during December of each calendar year or as soon thereafter as
                  practicable, Landlord will give Tenant written notice of its
                  estimate (line item and detailed support, included) of
                  Operating Expenses Rent for the ensuing calendar year. On or
                  before the first day of each month during the ensuing calendar
                  year, Tenant will pay to Landlord 1/12th of such estimated
                  amounts, provided that if such notice is not given in
                  December, Tenant will continue to pay on the basis of the
                  prior year's estimate until the month after such notice is
                  given. If at any time or times it appears to Landlord that the
                  amounts payable for Operating Expenses Rent for the current
                  calendar year will vary from its estimate by more than 10%,
                  Landlord, by written notice to Tenant, will revise its
                  estimate for such year, and subsequent payments by Tenant for
                  such year will be in an amount so that by the end of such year
                  Tenant will have paid a total sum equal to such revised
                  estimate. Landlord will indicate in its notice to Tenant the
                  reasons Landlord believes its estimate is low by more than
                  10%.

                  Landlord agrees to maintain accounting books and record
                  reflecting Operating Expenses of the Building and Land in
                  accordance with generally accepted accounting principles.

                  Within one hundred twenty (120) days following the end of each
                  calendar year during the Term hereof, Landlord shall submit to
                  Tenant statement showing the actual amount of Operating
                  Expenses and Taxes or the past calendar year, the amount
                  thereof actually paid during that year by Tenant and the
                  amount of the resulting balance due thereon, or overpayment
                  thereof, as the case may be. Within thirty (30) days after
                  receipt by Tenant of said statement, Tenant shall have the
                  right to inspect Landlord's books



                                       16
<PAGE>

                  and records, at Landlord's office, during normal business
                  hours, after four (4) business days prior written notice,
                  showing the Operating Expenses and Taxes for the Building for
                  the calendar year covered by said statement. Said statement
                  shall become final and conclusive unless Landlord receives
                  written objections with respect thereto within said thirty
                  (30) day period. Any balance shown to be due pursuant to said
                  statement shall be paid by Tenant to Landlord within thirty
                  (30) days following Tenant's receipt thereof. Any overpayment
                  shall be credited against Tenant's obligation to pay expected
                  Operating Expenses Rent, or if by reason of any termination of
                  the Lease no such future obligation exists, refunded to
                  Tenant. Anything herein to the contrary notwithstanding,
                  Tenant shall not delay or withhold payment of any balance
                  shown to be due pursuant to the statement rendered by Landlord
                  to Tenant, pursuant to the terms hereof, because of any
                  objection that Tenant may raise with respect thereto. The
                  provisions of this paragraph hail survive the expiration or
                  termination of this Lease.

         6.3      PRORATION: If for any reason other than the default of Tenant
                  this Lease terminates on a day other than the last day of a
                  calendar year, th amount of Operating Expenses Rent payable by
                  Tenant applicable to the calendar year in which such
                  termination occurs will be prorated on the basis which the
                  number of days from the commencement of such calendar year to
                  and including such termination date bears to 365.

         6.4      TAXES PAYABLE BY TENANT: Tenant shall be directly responsible
                  for taxes upon, measured by, or reasonably attributable to the
                  cost or value of Tenant's equipment, furniture, fixtures and
                  other personal property located in the Premises or by the cost
                  or value of any leasehold improvements made in or to the
                  Premises by or for Tenant other than the initial improvements
                  to be installed at Landlord's expense regardless of whether
                  title to such improvements is in Tenant or Landlord.

7.       USE OF PREMISES:

         7.1.     EFFECT ON INSURANCE: Tenant shall not use any portion of the
                  Premises for purposes other than those specified in paragraph
                  1 no other use shall be made or permitted to be made upon the
                  Premises, nor acts done which will increase the existing rate
                  of insurance upon the Project, or cause cancellation of
                  insurance policies covering said Project, provided, however,
                  that mere use in accordance with the permitted use shall not
                  cause Tenant to be in violation hereof.

         7.2.     CONTINUOUS OPERATION:  Tenant will not leave the Premises
                  unoccupied or vacant and will continuously conduct and carry
                  on in the Premises the type


                                       17
<PAGE>

                  of business for which the Premises are leased. Tenant shall
                  not be in default hereof if the Premises is vacant or not
                  continuously utilized for less than ninety (90) days, or is
                  vacant or not continuously utilized pending Tenant's
                  completion of its active efforts to sublease the Premises
                  and/or assign the Lease, provided Tenant at all times
                  continues to maintain the Premises and provides full access to
                  the Premises to Landlord, and further provided that Tenant's
                  failure to comply with its maintenance and access obligations
                  during such period shall be an Event of Default pursuant to
                  paragraph 21 hereof and entitles Landlord to all its default
                  remedies under this ease.

                  Notwithstanding Landlord's other rights and remedies under
                  this Lease, Landlord may terminate the Lease or Tenant's right
                  to possession and recapture the Premises effective upon ten
                  (10) days prior written notice to Tenant, in the event Tenant
                  has discontinued its operations on the Premises for more than
                  ninety (90) days, and re-lease the Premises for Landlord's own
                  account or on behalf of Tenant.

         7.3.     MISCELLANEOUS RESTRICTIONS:  Tenant will operate from the
                  Premises using the Trade Name set forth in paragraph 1, if any
                  or any other trade name in lieu of such Trade Name which
                  Tenant or any of its affiliates or any permitted sublessees or
                  assignees may use. Tenant will not use the Premises for or
                  permit in the Premises any offensive, noisy, or dangerous
                  trade, business, manufacture or occupation or interfere with
                  the business of any other tenant in the Project. Tenant agrees
                  not to cause, permit or suffer any waste or damage,
                  disfigurement or injury to the Premises or the fixtures or
                  equipment thereof or the Common Areas. Tenant will not use the
                  Premises for washing clothes or cooking and nothing will be
                  prepared, manufactured or mixed in the Premises which might
                  emit any offensive odor into the Project. Tenant will not
                  obstruct the sidewalks or Common Areas in the Project or use
                  the same for business operations or advertising. Tenant will
                  not use the Premises for any purpose which would create
                  unreasonable elevator loads, cause structural loads to be
                  exceeded or adversely affect the mechanical, electrical,
                  plumbing or other base building systems. Tenant will at all
                  times comply with the Rules and Regulations of the Project
                  attached hereto as Schedule III and with such additional rules
                  and regulations as may be adopted by Landlord from time to
                  time. Provided that said rules and regulations shall be
                  enforced in a uniform and non-discriminatory manner.

8.       PARKING:

         8.1.     TENANT'S PARKING RIGHTS:  Subject to the rules and
                  regulations of he Project,


                                       18
<PAGE>

                  Tenant shall be entitled to use of the Building's surface
                  parking lot set forth in Paragraph 1 above. Only automobiles,
                  motorcycles and pickup trucks will be permitted on the parking
                  areas.

         8.2.     LANDLORD'S CONTROL OVER PARKING:  Tenant and its authorized
                  representatives shall park their cars only in the surface
                  parking lot ("Designated Parking Areas") which are
                  specifically designated for that purpose by Landlord. Within 5
                  days after written request by Landlord, Tenant will furnish to
                  Landlord the license numbers assigned to its cars and the cars
                  of all of its authorized representatives. If Tenant or its
                  authorized representatives fails to park their cars in the
                  Designated Parking Areas in compliance with this Lease,
                  Landlord may charge Tenant as and for liquidated damages
                  $45.00 per each day or partial day for each car parked in
                  areas other than those designated. Tenant will not park or
                  permit the parking of any vehicles adjacent to loading areas
                  so as to interfere in any way with the use of such areas.
                  Landlord shall have the right, in Landlord's sole discretion,
                  to designate portions of or spaces in the Designated Parking
                  Areas for the exclusive use of a particular tenant or
                  particular tenants, but not in any manner which unreasonably
                  discriminates against Tenant as to location. Landlord will
                  have the right to institute reasonable procedures and/or
                  methods to enforce the terms of this Subparagraph or otherwise
                  regulate parking, including the use of a towing or booting
                  service to tow or boot improperly parked vehicles.

         8.3      The Designated Parking Areas are provided by Landlord as a
                  convenience to Tenant only and not to Tenant's guests or
                  visitors, except as expressly permitted in this Lease, and
                  shall be used at the sole and exclusive risk of the Tenant.
                  Landlord does not accept any responsibility for injury to any
                  persons, damage or loss of any automobiles or other property,
                  while in the parking facility and common and other areas of
                  the Building, whether under the control of the Landlord or
                  some third party. Landlord accepts no responsibility for the
                  regulation of the parking area nor for persons who improperly
                  park automobiles in spaces assigned to another tenant or
                  operate automobiles in an improper manner. Landlord is under
                  no obligation to provide a parking attendant, doorman or
                  valet, and is under no obligation to provide security for
                  automobiles parked in the Designated Parking Areas.

9.       GRAPHICS: Landlord, at Tenant's sole cost and expense, will install and
         maintain all letters or numerals on the entrance doors for the
         Premises. All such letters and numerals shall be in the form specified
         by Landlord, and no other shall be used or permitted on the Premises.
         Tenant shall not place any signs within the Premises which are visible
         from the outside of the Premises without Landlord's prior written


                                       19
<PAGE>

         approval. However, Tenant may install an exterior monument sign subject
         to code compliance and permitting, and subject to Landlord's review and
         prior written approval of Tenant's design and construction plans, which
         shall not be unreasonably denied or delayed.

         In the event that Tenant leases a total of 3 full floors at the
         Building within the initial Lease Term, Landlord agrees not to
         unreasonably withhold consent to Tenant's request for exterior Building
         signage rights in an area that will not conflict with signage rights
         which are inherent to the "bank" or "retail" space on the first four
         floors of the Building.

         Any exterior signage shall be constructed and installed at Tenant's
         cost and subject to Landlord's prior written approval of the design,
         location and installation.

         Tenant shall be responsible for all costs of maintenance and power
         consumption of all signs and shall at all times maintain such signs in
         good condition and repair and in operation. Tenant shall indemnify,
         defend and hold Landlord harmless from and against any and all claims,
         demands, suits, or actions whatsoever which may arise as a result of
         the existence, maintenance and operation of such signs. Upon
         termination or expiration of the Lease, Tenant shall, at its cost,
         remove all signs an restore the area of their installation to the
         original condition, ordinary wear and tear excepted.

10.      ASSIGNMENT AND SUBLETTING; ENCUMBRANCE:

         10.1     NO TRANSFERS. Tenant shall not assign this Lease or sublet any
                  portion of the Premises without prior written consent of the
                  Landlord, which Landlord shall not unreasonably withhold or
                  delay. Any change in the ownership of Tenant, if Tenant is a
                  corporation or partnership, shall constitute an assignment for
                  purposes of this paragraph, except as herein provided.

                  Notwithstanding any consent by Landlord, Tenant and
                  Guarantor(s), if any, shall remain jointly and severally
                  liable (along with each approved assignee and sublessee, which
                  shall automatically become liable for all obligations of
                  Tenant hereunder with respect to that portion of the remises
                  so transferred), and Landlord shall be permitted to enforce
                  the provisions of this Lease directly against Tenant or any
                  assignee or sublessee without proceeding in any way against
                  any other party. In the vent of an assignment,
                  contemporaneously with the granting of Landlord's consent,
                  Tenant shall cause the assignee to expressly assume in writing
                  and agree to perform all of the covenants, duties and
                  obligations of Tenant hereunder and such assignee shall be
                  jointly and severally liable therefor along with Tenant (but
                  any assignee who does not expressly assume such obligations in
                  writing shall nevertheless be deemed to have assumed such
                  obligations by


                                       20
<PAGE>

                  acceptance of any such assignment). No usage of the Premises
                  different from the usage provided for in paragraph 1 above
                  shall be permitted, and all other terms and provisions of the
                  Lease shall continue to apply after such assignment or
                  sublease. Tenant shall not make or consent to any conditional,
                  contingent or deferred assignment of some or all of Tenant's
                  interest in this Lease without the prior written consent of
                  Landlord, which Landlord may unreasonably withhold in its sole
                  and absolute discretion. Tenant shall not enter into, execute
                  or deliver any financing or security agreement that can be
                  given priority over any mortgage given by Landlord or its
                  successors, and, in the event Tenant does so execute or
                  deliver such financing or security agreement, such action on
                  the part of Tenant shall be considered a breach of the terms
                  and conditions of this Lease and a default by Tenant entitling
                  Landlord to such remedies as are provided for in this Lease.
                  In the event of any assignment or sublease (other than
                  permitted assignments and sublettings as hereinafter
                  provided), Tenant shall pay to Landlord 50% of any "Transfer
                  Premium" received by Tenant in connection therewith. As used
                  herein, "Transfer Premium" shall mean all payments required to
                  be paid by the assignee or sublessee in excess of the Base
                  Rental, Operating Expenses and other amounts due from Tenant
                  hereunder. If Tenant provides notice and has authorization to
                  assign or sublet the lease, Tenant shall pay all legal and
                  administrative costs related to such assignment or sublease,
                  including the cost to redraft the lease document, and to
                  process any consent. Landlord's consent shall be given or
                  refused within thirty (30) days after Tenant's submission to
                  Landlord of the proposed assignment or sublease together with
                  all information about the proposed transferee which is
                  reasonably requested by Landlord. Landlord's consent shall be
                  deemed given if not refused within such thirty (30) day
                  period.

         10.2     RIGHT OF RECAPTURE. Notwithstanding anything contained in 10.1
                  to the contrary, in the event Tenant desires to assign or
                  sublet or seek permission for any assignment or subletting of
                  all or any portion of the Premises, then Landlord shall have
                  the right of recapture or of first refusal, as applicable,
                  with respect to said space, and shall have the right, by
                  notice to Tenant, to either recapture or to receive an
                  assignment of the Lease or a sublease of the Premises on the
                  same terms and conditions as the terms and conditions of the
                  assignment or subletting proposed by Tenant. In the event
                  Landlord should decide to exercise its rights pursuant to this
                  paragraph, Landlord shall give to Tenant written notice
                  exercising its right of first refusal herein contained within
                  ten (10) business days from the date of Tenant's written
                  notice to Landlord or written application to Landlord for
                  consent to the assignment or subletting, in which event, in
                  the case of a recapture, the Lease shall terminate, and in the
                  case of an assignment or full subletting, Tenant shall be
                  released from all obligations, rights and liabilities from and


                                       21
<PAGE>

                  after the recapture date. In the event Landlord does not give
                  such written notice within the ten (10) day period specified,
                  then Landlord's right of first refusal herein contained shall
                  be null and void, and of no further force and effect as to the
                  space covered by the proposed assignment or sublease only.
                  However, nothing contained herein shall in any way constitute
                  an approval of the assignment or subletting by Landlord, nor
                  shall anything herein contained be construed to impair, hinder
                  or otherwise modify the required approval of Landlord as
                  provided herein to any such assignment or subletting. The
                  recapture date shall be the date as of which tenant intends to
                  assign or sublease or the commencement date of the proposed
                  assignment or sublease, as applicable.

         10.3     PERMITTED ASSIGNMENTS AND SUBLETTINGS. Tenant shall have the
                  right, without Landlord's consent, to assign this Lease or
                  sublease all or a portion of the Premises to any entity
                  controlled by Tenant or which control Tenant, or which is
                  under common control with Tenant, as well as any entity with
                  which Tenant is merged or consolidated, or any entity which
                  succeeds to Tenant's business by way of sale of all or
                  substantially all of Tenant's stock or assets (or all or
                  substantially all of Tenant's business at the Premises). In
                  addition, since Tenant is a public company traded on a
                  recognized exchange, the transfer of the shares of Tenant
                  shall not be deemed an assignment of this Lease. Lastly,
                  Tenant shall have the right, without Landlord's consent, to
                  sublease up to one-half (1/2) of the Premises to another
                  internet, wireless or computer related company, provided that
                  Tenant or its affiliates remain in occupancy of the Premises.
                  The transactions set forth in this paragraph are referred to
                  as permitted assignments and sublettings. The provisions of
                  10.1 and 10.2 shall not apply to the permitted assignments and
                  sublettings under this subparagraph 10.3.

         10.4     LANDLORD TRANSFERS. Landlord shall have the right to assign or
                  transfer, in whole or in part, Landlord's rights and
                  obligations hereunder and in the Project and the Premises and
                  subsequent to any such assignment Landlord shall have no
                  further obligations to Tenant.

11.      ORDINANCES AND STATUTES: At Tenant's sole cost, Tenant will comply with
         all statutes, ordinances and requirements of all municipal, state and
         federal authorities now in force, or which may hereafter be in force,
         pertaining to the Premises, occasioned by or affecting the use thereof
         by Tenant, (not its mere use as office space) including, but not
         limited to the Americans With Disabilities Act, to the extent Tenant
         makes any alterations to the Premises following the Commencement Date.
         The commencement or pendency of any state or federal court abatement
         proceeding affecting the use of the Premises against Tenant shall, at
         the option of the Landlord, be deemed an Event of Default pursuant to
         paragraph 21 of this Lease. Further, Tenant agrees to comply with the
         Building Rules and Regulations




                                       22
<PAGE>


         and such other nondiscriminatory rules as are published from time to
         time by Landlord for the operation of the building and the facility
         serving it. The current Building Rules and Regulations in effect as of
         the date of this Lease are attached hereto as Schedule III.

12.      MAINTENANCE, REPAIRS, ALTERATIONS:

         12.1     TENANT'S OBLIGATIONS: Tenant acknowledges that the Premises
                  are in good order and repair, unless otherwise indicated
                  herein. Tenant shall, at its own expense and at all times,
                  maintain the Premises in good and safe condition and shall
                  surrender the same, at termination hereof, in as good
                  condition as received, normal wear and tear excepted. Tenant
                  shall promptly repair any damage done to the Premises and to
                  the Building, or any art thereof, including replacement of
                  damaged portions items, caused by Tenant or Tenant's agent,
                  contractors, subcontractors, employees, invitees, or visitors.
                  All such work or repairs by Tenant shall be effected in
                  compliance will all applicable laws. If Tenant fails to make
                  such repairs or replacements promptly, Landlord many, at its
                  option, make the repairs or replacements, and Tenant shall pay
                  the cost thereof to the Landlord within ten (10) days of
                  Landlord's demand therefor. Tenant shall not make or allow to
                  be made any alteration to or install any vending machines on
                  the Premises without the prior written consent of the
                  Landlord, except as permitted in the Building Rules and
                  Regulations attached hereto. Any and all alterations to the
                  Premises shall become the property of Landlord upon
                  termination of this Lease (except movable equipment or
                  furniture owned by the Tenant). Landlord may, nonetheless,
                  require Tenant to remove any and all fixtures, equipment and
                  other improvements installed on the Premises by giving notice
                  to Tenant of such requirement at the time it approves such
                  alteration. lf Tenant fails to do so, Landlord may remove the
                  same and Tenant agrees to pay Landlord on demand the cost of
                  making repairs to the premises caused by such removal. Tenant
                  shall not use or permit the use of the Premises for the
                  generation, storage, treatment, use, transportation or
                  disposal of any chemical, material, or substance which is
                  regulated as toxic or hazardous or exposure to which is
                  prohibited, limited, or regulated by any federal, state,
                  county, regional, local, or other governmental authority or
                  which, even if not so regulated, may or could pose a hazard to
                  the health and safety of the other tenants and occupants of
                  the Landlord's property or adjacent property. If any such
                  chemical, material, or substance is used upon the Premises in
                  the ordinary course of Tenant's permitted business, Tenant
                  shall not use such chemical, material, or substance in
                  hazardous manner. In the event of any use in violation of this
                  provision Tenant will remove, or cause to be removed, such
                  material at its own expense and will indemnify Landlord for
                  any loss or expense, including reasonable attorney



                                       23
<PAGE>

                  fees, it suffers as a result of the violation. Tenant's
                  liability for such indemnification is not limited by any
                  exculpatory provision in this Lease, and shall survive any
                  expiration, cancellation, or termination of this lease or
                  transfer of Landlord's interest in the Premises.

         12.2     LIMITS ON ALTERATIONS: Tenant may not make any structural
                  improvement or alteration to the Premises or which may affect
                  building systems without the prior written consent of
                  Landlord. Prior to the commencement of any repair,
                  improvement, or alteration, Tenant shall give Landlord at
                  least 2 days written notice. All alterations will be made by a
                  licensed contractor consented to by Landlord (in the exercise
                  of its reasonable discretion) and performed in a good and
                  workmanlike manner. All materials shall be of a quality
                  comparable to or better than those in the Premises and shall
                  be in accordance with plans and specifications approved by
                  Landlord. Landlord may condition its consent to any
                  improvements or alterations upon Tenant's obtaining such lien
                  releases, waivers, bonds, and insurance as Landlord shall
                  require.

         12.3     LIENS: Tenant will pay all costs of construction done by it or
                  caused to be done by it on the Premises as permitted by this
                  Lease. Tenant will keep the Project free and clear of all
                  construction, mechanic's, materialman's, laborer's and
                  supplier's liens, resulting from construction done by or for
                  Tenant. The interest of Landlord in the Premises and the
                  Project shall not be subject to liens for improvements made by
                  Tenant. Any lien filed by any contractor, materialman, laborer
                  or supplier performing work for Tenant shall attach only to
                  Tenant's interest in the Premises. Tenant agrees to indemnify,
                  defend (by counsel reasonably acceptable to Landlord) and hold
                  harmless Landlord from and against any and all costs and
                  liabilities and any and all mechanic's, materialman's or
                  laborer's liens arising out of or pertaining to any
                  improvements or construction done by Tenant. All persons and
                  entities contracting or otherwise dealing with Tenant relative
                  to the Premises or the Project are hereby placed on notice of
                  the provisions of this paragraph, and Tenant shall further
                  notify in writing such persons or entities of the provisions
                  of this paragraph prior to commencement of any Tenant work in
                  the Premises. If any construction, mechanic's, materialman's
                  or laborer's lien is ever claimed, fixed or asserted against
                  the Premises or any other portion of the Project in connection
                  with any such Tenant work, Tenant shall, within thirty (30)
                  days after receipt by Tenant of notice of such lien, discharge
                  same as a lien either by payment or by posting of any bond as
                  permitted by law. If Tenant shall fail to discharge any such
                  lien, whether valid or not, within ten (10) days after receipt
                  of notice from Landlord, Landlord shall have the right, but
                  not the obligation, to discharge such lien on behalf of Tenant
                  and all costs and expenses incurred by


                                       24
<PAGE>

                  Landlord associated with the discharge of the lien, including
                  without limitation, attorneys' fees, shall constitute
                  additional rent hereunder and shall be immediately due and
                  payable by Tenant. Landlord, at its option may record a Notice
                  of Lease pursuant to F.S 718.01.

         12.4.    SURRENDER OF PREMISES: On the last day of the term hereof or
                  on any sooner termination, Tenant shall surrender the Premises
                  to Landlord in the same condition as when received, ordinary
                  wear and tear excepted, clear and free of debris. Tenant shall
                  repair any damage to the Premises occasioned by the
                  installation or removal of Tenant's trade fixtures,
                  furnishings and equipment.

         12.5.    LANDLORD'S OBLIGATIONS: Landlord shall maintain as part of
                  Operating Expenses all structural elements of the Building,
                  the Building's HVAC and other Building systems, including
                  without limitation, the elevator plumbing, electrical, heating
                  and air conditioning systems and equipment in and/or serving
                  the Premises, as well as the common and parking areas of the
                  Project, all in a in a manner consistent with similar Brickell
                  Avenue office buildings.

13.      ENTRY AND INSPECTION: Tenant shall permit Landlord or Landlord's agents
         to enter upon the Premises at reasonable times and upon reasonable
         notification for the purpose of inspecting the same, performing any
         services required of Landlord hereunder and showing the Premises to
         potential and existing mortgagees and purchasers and prospective
         tenants of other space in the Project. The foregoing notwithstanding,
         Landlord is not required to give notice to Tenant if Landlord must
         enter the Premises because of an emergency or to perform janitorial and
         other services. Tenant will permit Landlord at any time within 180 days
         prior to the expiration of this Lease, to show the Premises and permit
         potential tenants to inspect the Premises.

14.      INDEMNIFICATION OF LANDLORD: Subject to paragraph 16.8 below, Tenant
         will indemnify, defend (by counsel reasonably acceptable to Landlord
         which is deemed to include counsel furnished by Tenant's liability
         insurer in accordance with this Lease), protect and hold Landlord
         harmless from and against any and all claims, demands, losses, damages,
         costs and expenses (including reasonable attorney's fees) or death of
         or injury to any person or damage to any property whatsoever arising
         out of or relating to Tenant's breach or default under this Lease,
         including, but not limited to Tenant's breach of paragraph 21 below or
         Tenant's use or occupancy of the Premises or caused by Tenant or its
         agents, employees or invitees. Landlord shall not be liable to Tenant
         for any damage by or from any act or negligence of any co-tenant or
         other occupant of the Project or by any owner or occupant of adjoining
         or contiguous property or by any defect in or failure to


                                       25
<PAGE>

         maintain the Project or the Premises. Tenant agrees to pay for all
         damage to the Project as well as all damage to tenants or occupants
         thereof caused by misuse or neglect of said Premises, its apparatus or
         appurtenances or the Common Areas, by Tenant or Tenant's employees,
         agents and invitees. Landlord agrees to indemnify Tenant from any
         claims, demands, losses, damages, costs and expenses (including
         reasonable attorney's fees) incurred by Tenant as a result of the
         negligence or willful acts of Landlord, its agents, employees or
         contractors.

15.      POSSESSION: If Landlord is unable to deliver possession of the Premises
         at the commencement hereof, Landlord shall not be liable for any damage
         caused thereby, nor shall this Lease be void or voidable, but Tenant
         shall not be liable for any rent until the Rent Commencement Date, at
         which time the term shall commence and the Expiration Date shall be
         extended so as to give effect to the full stated term.

16.      TENANT'S INSURANCE: At all times during the term of this Lease, Tenant
         shall, at its sole expense, procure and maintain the following types of
         insurance overage:

         16.1     GENERAL LIABILITY: Commercial general liability insurance
                  against any and all damages and liability including attorneys'
                  fees on account or arising out of injuries to or the death of
                  any person or damage to property, however occasioned, in, on
                  or about the Premises in an amount of at least $1,000,000.00
                  for one or more persons in a single accident damage to
                  property.

         16.2     PERSONAL PROPERTY: Insurance adequate in amount to cover
                  damage to or replacement of, as necessary, the Premises
                  including, without limitation, leasehold improvements, trade
                  fixtures, furnishings, equipment goods and inventory.

         16.3     BUSINESS INTERRUPTION INSURANCE:  (Intentionally Omitted).

         16.4     EMPLOYERS LIABILITY/WORKERS COMPENSATION: Employer's liability
                  insurance and worker's compensation insurance providing
                  statutory state benefits for all persons employed by Tenant in
                  connection with the Premise as required by applicable law.

         16.5     SPRINKLER:  Customary coverage.

         16.6     OTHER INSURANCE: If this Lease is extended, such other
                  insurance in such amounts as may be reasonably required by
                  Landlord against other insurable hazards as at the time are
                  commonly insured against in case of prudent owners of
                  comparable office projects in the area in which the Project is
                  located.


                                       26
<PAGE>

         16.7     FORM OF INSURANCE/COMPANIES: All such insurance shall be in a
                  form satisfactory to Landlord and carried with companies
                  reasonably acceptable to Landlord that are licensed or
                  authorized to do business in the State, are in good standing
                  with the Department of Insurance in the State of Florida and
                  have a rating issued by an organization regularly engaged in
                  rating insurance companies (including specifically A.M. Best &
                  Company) of not less than two ratings below the top rating.
                  Tenant shall provide Landlord with a Certificate of Insurance
                  showing Landlord and Landlord's managing agent as an
                  additional insured. The Certificate shall provide for a ten
                  (10) day written notice to Landlord in the event of
                  cancellation or material change of coverage. Not later than
                  thirty (30) days prior to the expiration of any coverage,
                  renewals of or replacements for such contracts of insurance
                  shall be delivered to Landlord, together with proof of payment
                  of the associated premiums. In the event Tenant shall fail to
                  procure any contract of insurance required under the terms
                  hereof or any renewal of or replacement for any contract of
                  insurance that is expiring or has been canceled, Landlord may,
                  but shall not be obligated to, procure such insurance on
                  behalf of Tenant and the cost thereof shall be payable to
                  Landlord as additional rent within ten (10) days following
                  written demand therefor.

         16.8     SUBROGATION: Landlord and Tenant shall each obtain from their
                  respective insurers under all policies of fire, theft, public
                  liability, workers' compensation and other insurance
                  maintained by either of them at any time during the term
                  hereof insuring or covering the Premises, a waiver of all
                  rights of subrogation which the insurer of one party might
                  otherwise have, if at all, against the other party.

         16.9     UTILITIES AND SERVICES: Landlord shall use all reasonable
                  efforts to furnish (as part of Operating Expenses) heating,
                  ventilation, air conditioning, janitorial service, electricity
                  for normal lighting and office machines, cold water for
                  reasonable and normal drinking, and lavatory use, replacement
                  light bulbs and/or fluorescent tubes and ballasts for standard
                  overhead fixtures and elevator service, if applicable, and if
                  currently being provided to the Premises ("Landlord's
                  Services"). Said services and utilities shall be provided on a
                  24-hour, 7-day a week basis, except for HVAC, janitorial and
                  building maintenance services which shall be provided during
                  building operating hours. Such utilities and services required
                  at other times shall be subject to a reasonable charge. Such
                  charge for HVAC services shall be as follows: $25 per hour for
                  the first 500 hours of usage in each calendar year and $35 per
                  hour of usage in excess of 500 hours in any calendar year and
                  including a reasonable administrative charge for Landlord as
                  determined by Landlord from time to time. Landlord shall not
                  be liable for failure to furnish any of the utilities
                  described in this paragraph 16.9, and Tenant shall have no
                  right to abatement of rental hereunder or to termination of
                  this Lease


                                       27
<PAGE>

                  with respect to any such interruption nor shall such failure
                  constitute an eviction, nor shall Landlord be liable under any
                  circumstances for loss of or injury to property, however
                  occurring through or in connection with or incidental to the
                  furnishing of any of the services enumerated above.

                  Tenant agrees to exercise due care and prudence in the use of
                  Landlord's Services and will comply with all federal, state,
                  and local guidelines concerning the same. No heating, cooling,
                  refrigeration or cooking equipment or office machines or
                  equipment requiring electric current in excess of 110 volts
                  shall be used in the Premises without Landlord's consent,
                  which consent shall not be unreasonably withheld or delayed,
                  provided however that such consent may be conditioned upon
                  Tenant paying for direct expense as reasonably estimated by
                  Landlord on account of the installation and use of such
                  equipment.

                  Nothing herein shall be deemed to waive Tenant's right to
                  claim damages against Landlord for Landlord's failure to
                  comply with Section 12.5 and the first sentence of this
                  Section 16.9, nor in connection with the negligence or willful
                  acts of Landlord or its employees, agents or contractors, or
                  the right of Tenant to claim constructive eviction under
                  Florida law in the case of any interruption which is not
                  beyond Landlord's reasonable control and where Tenant vacates
                  the Premises.

17.      CONDEMNATION: If 25% of the land area of the Project site shall be
         taken or condemned for public use, Landlord may elect to terminate this
         Lease effective on the date of taking; otherwise this Lease will remain
         in full force and effect. If there is a taking of all of the Premises
         or a part thereof so that the remaining part of the Premises is not
         reasonably suited for Tenant's continued use or Tenant`s reserved
         parking area is unreasonably reduced, either party may elect to
         terminate this Lease effective on the date of taking. If there is a
         taking of a portion of the Premises and a part remains which is
         suitable for Tenant's use, this Lease shall, as to the part taken,
         terminate as of the date the condemnor acquires possession, and
         thereafter Tenant shall be required to pay such proportion of the rent
         for the remaining term as the value of the Premises remaining bears to
         the total value of the Premises at the date of condemnation. The
         election to terminate this Lease as provided herein must be exercised,
         if at all, within sixty (60) days after the nature and extent of the
         taking is determined, otherwise, this Lease will remain in full force
         and effect. All sums which may be payable on account of any
         condemnation shall belong solely to the Landlord, and Tenant shall not
         be entitled to any part thereof, provided however, that Tenant shall be
         entitled to retain any amount awarded to it for its trade fixtures or
         moving expenses.

18.      FIXTURES: Any and all improvements made to the Premises during the term
         hereof shall unless Landlord requests that removal, belong to the
         Landlord without compensation, allowance or credit to Tenant, except
         movable trade fixtures of the Tenant which can be removed without
         defacing the Premises or the Project.

19.      DESTRUCTION OF PREMISES:

         19.1     PARTIAL DESTRUCTION: In the event of a partial destruction of
                  the Premises during the term hereof, from any cause covered by
                  insurance, Landlord may




                                       28
<PAGE>

                  elect to repair the same to the extent such repairs can be
                  made with the insurance proceeds made available to Landlord
                  (and not retained by any lender) and within a reasonable time
                  under then existing governmental laws and regulations. Such
                  partial destruction shall not terminate this Lease and Tenant
                  shall be entitled to a proportionate reduction of rent while
                  such repairs are being made, based upon the extent to which
                  the making of such repairs shall interfere with the business
                  of Tenant on the Premises. If Landlord elects to make said
                  repairs, this Lease will continue in effect and the rent will
                  be proportionately abated as stated above. If the repairs
                  cannot be made with the available insurance proceeds and
                  Landlord elects not to make said repairs, this Lease may be
                  terminated at the option of either party upon ten (10) days
                  prior written notice. No rent shall be payable for the period
                  after the date of casualty whenever the Lease is terminated
                  pursuant to this section 1 9.

         19.2     MATERIAL/TOTAL DESTRUCTION: If the Building in which the
                  Premises are situated or the Project sustains damage of more
                  than 1/3 of the replacement cost thereof, Landlord may elect
                  to terminate this Lease whether the Premises are injured or
                  not, provided that Landlord terminates all other leases
                  equally affected by such casualty. A total destruction of the
                  Building in which the Premises are situated or the Project
                  shall terminate this Lease.

         19.3.    TENANT'S RIGHT. In the event that the Premises are
                  substantially damaged within the last year of the term, or in
                  the event that the Premises are not likely to be restored
                  within nine (9) months of the casualty, Tenant may terminate
                  this Lease upon ten (10) days prior written notice.

20.      HAZARDOUS SUBSTANCES:

         20.1     DEFINITIONS:  For the purposes of this Agreement, the
                  following terms have the following meanings:

                  (a) "Environmental Law" means any law, statute, ordinance or
                  regulation pertaining to health, industrial hygiene or the
                  environment including, without limitation CERCLA
                  (Comprehensive Environmental Response, Compensation and
                  Liability Act of 1980), RCRA (Resources Conservation and
                  Recovery Act of 1976) and SARA (Superfund Amendments and
                  Reauthorization Act of 1986).

                  (b) "Hazardous Substance" means any substance, material or
                  waste which is or becomes designated, classified or regulated
                  as being "toxic" or "hazardous" or a "pollutant" or which is
                  or becomes similarly designated,



                                       29
<PAGE>

                  classified or regulated, under any Environmental Law,
                  including asbestos, petroleum and petroleum products.

         20.2     TENANT'S RESPONSIBILITIES: At its own expense, Tenant will
                  procure, maintain in effect and comply with all conditions of
                  any and all permits, licenses and other governmental and
                  regulatory approvals required for Tenant`s particular manner
                  of use of the Premises, as opposed .to the mere office use of
                  the Premises as to which Landlord shall comply (e.g.,
                  certificate of occupancy, etc.). Tenant will not cause or
                  permit its employees, agents invitees or contractors to cause
                  any Hazardous Substance to be brought upon, kept or used in or
                  about the Project by Tenant, its agents, employees,
                  contractors or invitees without the prior written consent of
                  Landlord (other than small quantities normally associated with
                  office use). Tenant will, in all respects, handle, treat, deal
                  with and manage any and all Hazardous Substances in, on, under
                  or about the Premises in total conformity with all applicable
                  Environmental Laws and prudent industry practices regarding
                  management of such Hazardous Substances. Tenant will not take
                  any remedial action in response to the presence of any
                  Hazardous Substances in or about the Premises or the Project,
                  nor enter into any settlement agreement, consent decree or
                  other compromise in respect to any claims relating to any
                  Hazardous Substances in any way connected with the Premises
                  without first notifying Landlord of Tenant's intention to do
                  so and affording Landlord. ample opportunity to appear,
                  intervene or otherwise appropriately assert and protect
                  Landlord's interests with respect thereto.

         20.3.    HAZARDOUS WASTE.  (Intentionally Omitted)

         20.4.    INDEMNIFICATION:  If the Premises or the Project become
                  contaminated in any manner for which Tenant is legally liable
                  or otherwise become affected by any release or discharge of a
                  Hazardous Substance, Tenant shall immediately notify Landlord
                  of the release or discharge of the Hazardous Substance, and to
                  the extent that Tenant or its employees, agents, invitees or
                  contractors cause such release or discharge, Tenant shall
                  indemnify, defend (by counsel reasonably acceptable to
                  Landlord) and hold harmless Landlord from and against any and
                  all claims, damages, fines, judgments, penalties, costs,
                  liabilities or losses (including, without limitation, a
                  decrease in value of the Project or the Premises, damages
                  caused by loss or restriction of rentable or usable space, or
                  any damages caused by adverse impact on marketing of the
                  space, and any and all sums paid for settlement of claims,
                  attorneys' fees, consultant fees and expert fees) arising
                  during or after the term of this Lease and arising as a result
                  of such contamination, release or discharge. This
                  indemnification includes, without limitation, any and all cots
                  incurred because of any investigation of the site or any
                  cleanup, removal or



                                       30
<PAGE>

                  restoration mandated by federal, state or local agency or
                  political subdivision.

21.      EVENTS OF DEFAULT: If one or more of the following events ("Event of
         Default") occurs, such occurrence constitutes a breach of this Lease by
         Tenant:

         21.1     ABANDONMENT/VACATION: Tenant abandons or vacates the remises
                  or removes furniture, fixtures or personal property (except in
                  the normal course of business or in connection with any
                  proposed subletting or assignment of this Lease and as
                  permitted in paragraph 7.2 hereof) or fails to perform its
                  maintenance and presence obligations during a permitted period
                  of vacancy, under paragraph 7.2 above; or

         21.2     RENT: Tenant fails to pay any monthly Base Rent or Operating
                  Expenses Rent, if applicable, as and when the same becomes due
                  and payable, and such failure continues for more than five (5)
                  days after written notice; or

         21.3     OTHER SUMS:  Tenant fails to pay any other sum or charge
                  payable by Tenant hereunder as and when the same becomes due
                  and payable, and such failure continues for more than five (5)
                  days after Landlord gives written notice thereof to Tenant; or

         21.4     OTHER PROVISIONS: Tenant fails to perform or observe any other
                  agreement, covenant, condition or provision of this Lease to
                  be performed or observed by Tenant as and when performance or
                  observance is due, and such failure continues for more than
                  thirty (30) days after Landlord gives written notice thereof
                  to Tenant, or if the default cannot be cured within said
                  thirty (30) day period and Tenant fails promptly to commence
                  with due diligence and dispatch the curing of such default or,
                  having so commenced, thereafter fails to prosecute or complete
                  with due diligence and dispatch the curing of such default; or

         21.5     INSOLVENCY: Tenant (a) files or consents by answer or
                  otherwise to the filing against it of a petition for relief or
                  reorganization or arrangement or any other petition in
                  bankruptcy or liquidation or to take advantage of any
                  bankruptcy or insolvency law of any jurisdiction; (b) makes an
                  assignment for the benefit of its creditors; (c) consents to
                  the appointment of a custodian, receiver, trustee or other
                  officer with similar powers of itself or of any substantial
                  part of its property; or (d) takes action for the purpose of
                  any of the foregoing; or

         21.6     RECEIVER: A court or governmental authority of competent
                  jurisdiction, without consent by Tenant, enters an order
                  appointing a custodian, receiver, trustee or other officer
                  with similar powers with respect to it or with respect to any
                  substantial power of its property, or constituting an order
                  for relief or approving a petition for relief or
                  reorganization or any other petition in


                                       31
<PAGE>

                  bankruptcy or insolvency law of any jurisdiction, or ordering
                  the dissolution, winding up or liquidation of Tenant, or if
                  any such petition is filed against Tenant and such petition is
                  not dismissed within ninety (90) days; or

         21.7     ATTACHMENTS:  This Lease or any estate of Tenant hereunder
                  is levied upon under any attachment or execution and such
                  attachment or execution is not vacated within 60 days; or

         21.8     ASSIGNMENT/SUBLEASE: Tenant assigns this Lease or subleases
                  all or any portion of the Premises without Landlord's prior
                  written consent, except as permitted under this Lease.

22.      REMEDIES OF LANDLORD ON DEFAULT:

         22.1     TERMINATION: In the event of any breach of this Lease by
                  Tenant, Landlord may, at its option, terminate the Lease and
                  repossess the Premises pursuant to the laws of the State of
                  Florida and recover from Tenant as damages:

                  (a)  the unpaid rent and other amounts due at the time of
                  termination plus interest thereon at the Default Rate from the
                  due date until paid;

                  (b)  the balance of the rent for the remainder of the term
                  after termination, less amounts, if any, collected by Landlord
                  during such term; and

                  (c)  any other amount necessary to compensate Landlord for all
                  detriment proximately caused by Tenant's failure to perform
                  its obligations under the Lease or which in the ordinary
                  course of things would be likely to result therefrom,
                  including, without limitation, the cost of recovering th
                  Premises.

         22.2     LANDLORD'S OPTIONS: Landlord may, in the alternative, (i)
                  continue this Lease in effect, as long as Landlord does not
                  terminate Tenant`s right to possession, and Landlord may
                  enforce all its rights and remedies under the Lease, including
                  the right to recover the rent as it becomes due under the
                  Lease; or (ii) terminate Tenant's right of possession (but not
                  this Lease) and repossess the Premises pursuant to the laws of
                  the State of Florida, without demand or notice of any kind to
                  Tenant, in which event Landlord may, but shall be under no
                  obligation to do so (except to the extent required by the laws
                  of the State of Florida ), relet the Premises for the account
                  of Tenant for such rent and upon such terms as shall be
                  satisfactory to Landlord. For purpose of such reletting
                  Landlord is authorized by Tenant to decorate or to make any
                  repairs, changes, alterations or additions in or to the
                  Premises that may be necessary or convenient, at Tenant's
                  expense. Tenant shaIl also be responsible for rent for the
                  period that the Premises are vacant and all costs



                                       32
<PAGE>

                  of re-letting, including without limitation, brokerage
                  commissions and attorneys' fees. Tenant shall also be liable
                  for any deficiency of such rental below the total rental and
                  all other payments herein provided for the unexpired balance
                  of the term of this Lease; or (iii) exercise any and all other
                  rights and remedies available to Landlord at law or in equity.

         22.3     MULTIPLE DEFAULTS: Should Tenant default in the payment of
                  Base Rent, Additional Rent, or any other sums payable by
                  Tenant under this Lease on three (3) or more occasions during
                  any twelve (12) month period, regardless of whether any such
                  default is cured; then, in addition to all other remedies
                  otherwise available to Landlord:

                  (a)  Landlord may demand by written notice to Tenant that all
                  payments due by Tenant under this Lease shall be by bank
                  certified or cashier's check. Tenant's failure to comply with
                  this demand shall be an Event of default.

                  (b)  (Intentionally Omitted)

                  (c)  All notice requirements or cure periods otherwise set
                  forth in the Lease with respect to a further default by Tenant
                  in such twelve (12) month period shall not apply.

                  (d) Any and all rights or options of first refusal, or to
                  extend the Term, to expand the size of the Premises, to
                  purchase the Premises or the Building, or other such or
                  similar rights or options which have been granted to Tenant
                  under this Lease shall automatically, and without further
                  action on the part of any party, expire and be deemed canceled
                  and of no further force and effect, unless and Tenant has
                  fully cured all defaults within such twelve (12) month period.

23.      SECURITY DEPOSIT: The Security Deposit set forth in paragraph 1, if
         any, shall secure the performance of the Tenant's obligations
         hereunder. Landlord may, but shall not be obligated to apply all or
         portions of the Security Deposit on account of Tenant's obligations
         hereunder. In the event that Landlord applies all or a portion of the
         Security Deposit to Tenant's obligations hereunder, Tenant shall be
         obligated, within ten (10) days of receipt of notice from Landlord, to
         deposit cash (or restore the LC) with Landlord in an amount sufficient
         to restore the Security Deposit to the full amount stated in paragraph
         1.8 above, subject to reduction as may be provided under this Lease.
         Failure to deposit such cash shall be a default under the terms of this
         Lease. Provided Tenant is not in default, any balance remaining upon
         termination of the Lease shall be returned to Tenant within fifteen
         (15) days after expiration. Tenant shall not have the right to apply
         the Security Deposit in payment of the last month's rent. No interest
         shall be paid by Landlord on he Security Deposit. In the event of a
         sale of the Project, Landlord shall have the right to transfer the
         Security Deposit to the purchaser and upon such transfer Landlord



                                       33
<PAGE>

         shall have no further liability with respect thereto, and Tenant agrees
         to look solely to such purchaser for the return of the Security Deposit
         provided such transferee shall have acknowledged in writing the receipt
         of such security and the obligations with respect thereto under this
         Lease. Landlord shall not be required to keep the Security Deposit in a
         segregated account, and the Security Deposit may be commingled with
         other funds of Landlord.

24.      LIEN FOR RENT: Landlord shall have any and all lien rights in favor of
         Landlord arising under Florida law upon all equipment, fixtures, and
         furnishings, of Tenant which may be situated in or on the Premises at
         the time of a default, and all proceeds therefrom, and such property
         shall not be removed therefrom without the consent of Landlord until
         any and all sums of money then due to Landlord hereunder first shall
         have been paid and discharged, and all covenants, agreements and
         conditions hereof have been fully complied with and performed by
         Tenant. Landlord hereby waives its lien rights hereunder in favor of
         any existing lender, as well as any third party providing an equipment
         lease or equipment financing to Tenant, or hereafter having a blanket
         lien on Tenant's aforementioned property.

25.      LIMITATION ON LANDLORD'S PERSONAL LIABILITY: Tenant specifically agrees
         to look solely to Landlord's interest in the Project and any proceeds
         therefrom for the recovery of any judgment from Landlord, it being
         agreed that Landlord (and any officers, shareholders, partners,
         directors or employees of Landlord or of any partners in the entity
         comprising Landlord) shall never be personally Iiable for any such
         judgment.

26.      ATTORNEY'S FEES: In the event of any dispute or legal action between
         the parties as a result of Tenant's default under this Lease or
         otherwise, the prevailing party shall be entitled to reimbursement of
         reasonable attorneys' fees by the losing party.

27.      WAIVER: No failure of Landlord to enforce any term hereof shall be
         deemed to be a waiver.

28.      SEVERABILITY: If any clause or provisions of this Lease is illegal,
         invalid or unenforceable under present or future laws effective during
         the term hereof, then it is the intention of the parties hereto that
         the remainder of this Lease shall not be affected thereby, and it is
         also the intention of both parties that in lieu of each clause or
         provision that is illegal, invalid or unenforceable, there shall be
         added as a part of this Lease, a clause or provision as similar in
         terms to such illegal, invalid or unenforceable clause or provision as
         may be possible and be legal, valid and enforceable.

29.      NOTICES: All notices or other communications required or permitted
         hereunder



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<PAGE>


         must be in writing, and be (i) personally delivered (including by means
         of professional messenger service), (ii) sent by overnight courier,
         with request for next Business Day delivery, or (iii) sent by
         registered or certified mail, postage prepaid, return receipt
         requested, to the addresses set forth in paragraph 1. All notices sent
         by mail will be deemed received two (2) business days after the date of
         mailing. Notwithstanding anything to the contrary hereinabove, any
         notice of default sent by Landlord to Tenant must be sent by certified
         mail, return receipt requested, to Tenant at the address(es) stated in
         paragraph 1.16 above.

30.      HOLDING OVER: Any holding over after the expiration or termination of
         this Lease shall be construed as a month-to-month tenancy at a rental
         of 200% of the rent for the month of the Lease preceding the month in
         which the expiration or termination occurred, and otherwise in
         accordance with the terms hereof, as applicable. In the event Tenant
         shall be or become a holdover tenant, Tenant shall also indemnify
         Landlord against all claims for damages against Landlord as a result of
         Tenant's possession of the Premises, including, without limitation,
         claims for damages by any tenant to whom Landlord may have leased the
         Premises, or any portion thereof, for a term commencing after the
         expiration or termination of this Lease.

31.      TIME: Time is of the essence of this Lease, subject to the grace and
         cure periods set forth herein.

32.      HEIRS, ASSIGNS, SUCCESSORS: This Lease is binding upon and inures to
         the benefit of the assigns and successors in interest of Landlord and
         is binding upon and inures to the benefit of Tenant and Tenant's heirs
         and successor and, to the extent assignment may be approved by Landlord
         hereunder, Tenant's assigns.

33.      SUBORDINATION: This Lease is and shall always be subject and
         subordinate to the lien of any mortgages which are now or shall at any
         future time be placed upon the Project, the Premises or Landlord's
         rights hereunder, and to any renewals, extensions, modifications or
         consolidations of any such mortgage. This clause shall be
         self-operative and no further instrument of subordination need be
         required by any mortgagee. In confirmation of such subordination,
         however, Tenant, at Landlord's request, shall execute promptly any
         appropriate certificate or instrument that Landlord may reasonably
         request. Notwithstanding anything to the contrary herein, Tenant's
         rights under this Lease shall not be disturbed in the event of any
         foreclosure of any such mortgage or lien, so long as Tenant attorns to
         the new owner of the Building as Landlord under this Lease.

34.      ESTOPPEL CERTIFICATE; FINANCIAL STATEMENTS:

         34.1     CONTENT: Tenant shall at any time upon not less than ten (10)
                  days' prior written notice from Landlord execute, acknowledge
                  and deliver to Landlord a



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<PAGE>

                  statement in writing:

                  (a) certifying that this Lease is unmodified and in full force
                  and effect (or, if modified, stating the nature of such
                  modification and certifying that this Lease, as so modified,
                  is in full force and effect), the amount of any security
                  deposit, and the date to which the rent and other charges are
                  paid in advance, if any; and

                  (b) acknowledging that there are not, to Tenant's knowledge,
                  any uncured defaults on the part of Landlord hereunder, or
                  specifying such defaults if any are claimed. Any such
                  statement may be conclusively relied upon by any prospective
                  purchaser or encumbrancer to the Premises.

         34.2     FAILURE TO DELIVER:  At Landlord's option, Tenant's failure
                  to deliver such statement within such time shall be conclusive
                  upon Tenant:

                  (a) that this Lease is in full force and effect, without
                  modification except as may be represented by. Landlord; and

                  (b) that there are no uncured defaults in Landlord's
                  performance.

         34.3     FINANCIAL STATEMENTS:  [Intentionally Omitted].

         34.4.    LANDLORD'S ESTOPPEL. Upon Tenant's reasonable request and in
                  no event more than once during the Lease year, or in the event
                  of a permitted assignment of sublease by Tenant, Landlord
                  shall provide an estoppel statement certifying the facts
                  stated in 34.1(a) and (b) hereof as related to Tenant.

35.      AUTHORIZATION: If Tenant executes this Lease as a, corporation,
         partnership or, other entity or organization then Tenant and the
         person(s) executing this Lease on behalf of Tenant, represent and
         warrant that such entity or organization is duly qualified to do
         business in the State in which the Project is located and that the
         individuals executing this Lease on Tenant's behalf are duly authorized
         to execute and deliver this Lease on Tenant's behalf.

36.      JOINT AND SEVERAL LIABILITY: In the event that, more than one person or
         entity executes the Lease as Tenant, all such persons and entities
         shall be jointly and severally liable for all of Tenant's obligations
         hereunder. In the event that Tenant is a partnership, all general
         partners shall be jointly and severally liable for all of Tenant's
         obligations hereunder.

37.      FORCE MAJEURE: Landlord and Tenant respectively shall be excused for
         the period of any delay in the performance of any obligations hereunder
         when



                                       36
<PAGE>

         prevented from doing so by cause or causes beyond Landlord's or
         Tenant's reasonable control which shall include, without limitation,
         all labor disputes, civil commotion, civil disorder, riot, civil
         disturbance, war, war-like operations, invasion, rebellion,
         hostilities, military or usurped power, sabotage, governmental
         regulations, orders, moratoriums or controls, fire or other casualty,
         inability to obtain any material, services or financing or Acts of God.

38.      RECORDING: Tenant shall not record this Lease, or any memorandum or
         short form thereof, without the written consent and joinder of
         Landlord, which may be unreasonably withheld.

39.      RIDER: A Rider, signed by the parties /__/ is attached /__/ is not
         attached hereto.

40.      ENTIRE AGREEMENT: The foregoing constitutes the entire agreement
         between the parties and may be modified only by a writing signed by
         both parties.

41.      GOVERNING LAW: This Lease shall be construed in accordance with the
         internal laws of the State of Florida (without regard to conflicts of
         law or choice of law rules).Miami-Dade

42.      RADON GAS: The following statement is included in order to comply with
         Florida statutory law requirements: Radon is a naturally occurring
         radioactive gas that, when it has accumulated in a building in
         sufficient quantities, may present health risks to persons who are
         exposed to it over time. Levels of radon that exceed Federal and State
         guidelines have been found in buildings in Florida. Additional
         information regarding radon and radon testing may be obtained from our
         county public health unit.

43.      WAIVER OF THE RIGHT TO TRIAL BY JURY/NO COUNTERCLAIM: LANDLORD AND
         TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY
         JURY IN ANY ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY
         HEREINAFTER INSTITUTE AGAINST EACH OTHER WITH RESPECT TO ANY MATTER
         ARISING OUT OF OR RELATED TO THIS LEASE OR THE PREMISES, OR THE
         PROJECT, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR
         OCCUPANCY OF THE PREMISES, OR ANY OTHER CLAIMS (EXCEPT CLAIMS FOR
         PERSONAL INJURY OR WHERE A WAIVER OF JURY TRIAL IS PROHIBITED) AND ANY
         EMERGENCY STATUTORY OR OTHER STATUTORY REMEDY. IN THE EVENT LANDLORD
         COMMENCES ANY ACTION FOR NON-PAYMENT OF RENT, TENANT SHALL NOT
         INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION IN TO THE
         POSSESSORY COUNTS IN ANY SUCH ACTION OR PROCEEDING OTHER THAN
         COUNTERCLAIMS WHICH WOULD BE WAIVED IF NOT THEN ASSERTED SUCH AS
         COMPULSORY COUNTERCLAIMS AND WHICH COULD NOT BE SEVERED OR OTHERWISE
         MAINTAINED AS A SEPARATE


                                       37
<PAGE>

         ACTION. THE FOREGOING, HOWEVER, SHALL NOT BE CONSTRUED AS A WAIVER OF
         TENANT'S RIGHTS TO ASSERT SUCH CLAIM IN A SEPARATE ACTION INSTITUTED BY
         TENANT.

44.      ACCEPTANCE BY LANDLORD: THE SUBMISSION OF THIS DOCUMENT FOR EXAMINATION
         DOES NOT CONSTITUTE AN OPTION OR OFFER TO LEASE SPACE IN THE PROJECT.
         THIS DOCUMENT SHALL HAVE NO BINDING EFFECT ON THE PARTIES UNLESS
         EXECUTED BY THE LANDLORD AND THE EXECUTED COPY IS DELIVERED TO THE
         TENANT.







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<PAGE>


         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the day and year first above written.


                                           LANDLORD:
                                           UCCELLO IMMOBILIEN GMBH,
                                           a German corporation, by Welsh
                                           Companies, S.E., Inc.,
                                           a Florida corporation, as its agent

Witnesses as to Landlord:



       [ILLEGIBLE]                            By: /s/ GEORGE VUKOBRATOVICH
---------------------------------             ---------------------------------
                                                George Vukobratovich, President


       [ILLEGIBLE]
---------------------------------


                                           TENANT:
                                           STARMEDIA NETWORK, INC.

Witnesses as to Tenant:



       [ILLEGIBLE]                         By: /s/ FRANCISCO LOUREIRO
---------------------------------             ---------------------------------
                                           Name:  Francisco Loureiro
                                           Title: COO
       [ILLEGIBLE]                         StarMedia Network, Inc.
---------------------------------





SCHEDULES AND EXHIBITS:
----------------------
Schedule I:       Project (paragraph 1.1)
Schedule II:      Omitted
Schedule III:     Rules and Regulations (paragraph 1.1 and 7.3 and 11)
Exhibit "A":      Premises (paragraph 1 .2)
Exhibit "A1":     Satellite Dish Antenna (paragraph 1.2.1)
Exhibit "B":      Rent Commencement Date Certificate (paragraph 1 .6)
Exhibit "C":      Building Standard Workletter (paragraph 1.6)
Exhibit "C1":     Tenant Improvements Layout (paragraph 1.15.1)
Exhibit "D":      Elevator Lobby Redesign Outline (paragraph 1.19)




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