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                                 EXHIBIT 10.110

                     LEASE AGREEMENT FOR CONVERGYS BUILDING

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                                 LEASE AGREEMENT
                                 ---------------

         THIS LEASE AGREEMENT ("Lease") is entered into as of August 29, 2000
(the "Effective Date"), by and between WESTPOINT BUILDING NO. 1, L.L.C., a
Delaware limited liability company "Landlord"), whose principal address is 101
E. Erie Street, Suite 800, Chicago, Illinois 60611, and CONVRERGYS CUSTOMER
MANAGEMENT GROUP INC., an Ohio corporation ("Tenant"), whose principal address
is 201 East Fourth Street, Cincinnati, Ohio 45202.

         In consideration of the promises and covenants herein set forth and for
other good and valuable consideration, the receipt, adequacy and legal
sufficiency of which are hereby acknowledged, the parties mutually agree as
follows:

1.       PREMISES AND PARKING. Landlord shall construct a new two-story building
         --------------------
         containing approximately 100,000 gross square feet (the "Building") in
         accordance with the "Work Letter Construction Obligations" attached
         hereto as Exhibit A (the "Work Letter"). Tenant shall occupy all of the
                   ---------
         100,000 gross square feet of the Building. The Building shall be
         constructed on approximately 12.55 acres of land located in Westpointe
         Centre, Tamarac, Florida, and more particularly described on Exhibit B
                                                                      ---------
         attached hereto (the "Land"). The Building and Land are collectively
         referred to below as the "Premises". Landlord, in consideration of the
         rents, covenants, terms and conditions of this Lease, leases to Tenant
         the Premises. In addition, throughout the Term, Tenant and its agents,
         employees, and invitees shall be entitled to the unrestricted,
         exclusive use of at least nine hundred seventy-four (974) parking
         spaces as indicated on the Preliminary Building Shell and Site Plans
         (as defined in the Work Letter) at no additional charge, which nine
         hundred seventy-four (974) designated parking spaces will include, at
         no additional charge, assigned visitor and handicap parking near
         Tenant's visitor entrance as indicated on the Preliminary Building
         Shell and Site Plans, including but not limited to the minimum number
         of handicap spaces required by (and designed in compliance with)
         applicable building codes and the Americans With Disabilities Act (the
         "ADA"). Landlord will, at no additional cost to Tenant, assist Tenant
         in securing a Commercial Boulevard bus stop at the building from the
         applicable governmental authorities; provided, however, Landlord does
         not guarantee or warrant that such bus stop will be approved.

2.       INITIAL TERM AND RENEWAL TERMS.
         ------------------------------

         a.       The initial term of this Lease (the `Initial Term") shall be
                  ten (10) Lease Years (defined below). The Initial Term will
                  commence on the date (the "Commencement Date") that is the
                  later of: (i) the date that is fifteen (15) days after
                  Substantial Completion of the Base Building Work and the
                  Tenant Improvements (as defined in the Work Letter), or (ii)
                  September 1, 2001, subject to the provisions of Section 7(d)
                  of the Work Letter. The first "Lease Year" shall begin on the
                  Commencement Date and shall end on the last day of the twelfth
                  (12th) full calendar month thereafter. Thereafter, each
                  succeeding twelve-month period shall be a "Lease Year".

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         b.       If Tenant is not in default under this Lease beyond any
                  applicable cure period at the time of exercise, Tenant may, at
                  its option, extend the Initial Term for all of the premises
                  for up to three (3) additional periods of five (5) lease years
                  each (the "Renewal Term(s)"), upon written notice given to
                  Landlord at least nine (9) months prior to the end of the
                  Initial Term or Renewal Term then in effect of Tenant's need
                  to exercise such option(s). Failure by Tenants to so notify
                  Landlord in writing on or before nine (9) months before the
                  expiration of the Initial Term or Renewal Term then in effect
                  will be deemed to be a waiver by Tenant of its rights to
                  extend the Initial Term or the applicable Renewal Term. Except
                  for Base Rent, Tenant's lease of the applicable portion of the
                  Premises during the Renewal Terms shall be on the same terms
                  as provided in this Lease for the Initial Term.

         c.       In the event Tenant elects to extend the Terms for the first
                  Renewal Term, Tenant shall be entitled to a market
                  Refurbishment Allowance (as defined below) for the First
                  Renewal Term, and Landlord will pay Tenant such Market
                  Refurbishment Allowance as Tenant elects to receive on or
                  before the expiration of the Initial Term. That portion, if
                  any, of the Market Refurbishment Allowance not used by Tenant
                  shall be set off against Base Rent first coming due during the
                  First Renewal Term. As used herein, the term "Market
                  Refurbishment Allowance" means the then prevailing market
                  refurbishment allowance for tenants in buildings of comparable
                  size, age, use, location and quality in the Ft. Lauderdale,
                  Florida area (the "Market Area"). Within thirty (30) days of
                  Landlord's receipt of Tenant's notice of its intent to
                  exercise the First Renewal Term, Landlord shall provide Tenant
                  with its written proposal for the Market Refurbishment
                  Allowance. If the parties are unable to agree upon the Market
                  Refurbishment Allowance within sixty (60) days after Tenant
                  receives Landlord's written proposal, the Market Refurbishment
                  Allowance shall be determined by two (2) licensed real estate
                  appraisers, one appointed by Landlord and one appointed by
                  Tenant, who are members of the American Institute of
                  Appraisers are experienced in appraising commercial real
                  estate in the Ft. Lauderdale, Florida area. If the appraisers
                  are unable to agree on a Market Refurbishment Allowance for
                  the Premises within twenty (20) days of their appointment,
                  they shall select a third appraiser meeting the qualifications
                  outlined above and who has not previously worked for either
                  party within five (5) days after the last day of such twenty
                  (20) day period. Each party shall pay one-half (1/2) of the
                  third appraiser's fees. Within twenty (20) days after the
                  appointment of the third appraiser, a majority of the
                  appraisers will set the Market Refurbishment Allowance. If a
                  majority of the appraisers are unable to agree on a Market
                  Refurbishment Allowance within such twenty (20) day period,
                  the two closest appraisals will be averaged and the result
                  will be the Market Refurbishment Allowance for purposes of
                  this Section. The Market Refurbishment Allowance as determined
                  in accordance with this Section shall be binding on Landlord
                  and Tenant.

         d.       The Initial Term and the Renewal Terms shall be collectively
                  referred to as the "Term". Except as otherwise provided in
                  this Lease to the contrary, upon the

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                  expiration or termination of this Lease, the parties shall
                  be released of all obligations under this Lease accruing
                  from and after such expiration or termination.

3.       DETERMINATION OF BASE RENT.
         --------------------------

         Tenant shall pay Landlord base rent ("Base Rent") as follows:

         a.       For the initial Term, annual Base Rent, based upon the Budget
                  (as defined in the Work Letter), and a 10.80% lease constant,
                  shall be:

                  Lease         Annual Base Rent
                  Years        (2.5% annual increases)  Monthly Base Rent
                  -----        -----------------------  -----------------
                    1          $1,156,560.00            $ 96,380.00
                    2          $1,185,474.00            $ 98,789.50
                    3          $1,215,110.85            $101,259.24
                    4          $1,245,488.62            $103,790.72
                    5          $1,276,625.84            $106,385.49
                    6          $1,308,541.48            $109,045.12
                    7          $1,341,225.02            $111,771.25
                    8          $1,374,786.40            $114,565.53
                    9          $1,409,156.05            $117,429.67
                    10         $1,444,384.95            $120,365.41


         b.       For the First Renewal Term (Lease Years 11 through 15), annual
                  Base Rent shall equal 95% of "Market Rate" (as defined below;
                  provided, however, the annual Base Rent for the First Renewal
                  Term shall be no less than the annual Base Rent in Lease Year
                  10.

         c.       For the Second Renewal Term Lease Years 16 through 20), annual
                  Base Rent shall equal 95% of Market Rate; provided, however,
                  the annual Base Rent for the Second Renewal Term shall be no
                  less than the annual Base Rent in Lease Year 15.

         d.       For the Third Renewal Term (Lease Years 21 through 25), annual
                  Base Rent shall equal 95% of Market Rate; provided, however,
                  the annual Base Rent for the Third Renewal Term shall be no
                  less than the annual Base Rent in Lease Year 20.

         e.       The annual Base Rent set forth in Section 3.1. above has been
                  calculated by applying an agreed lease constant of 10/80% (the
                  "Lease Constant") to the amount of $10,70,898.00 set forth on
                  the Budget attached to the Work Letter. Such amount set forth
                  on the Budget is referred to herein and in the Work Letter as
                  the "Guaranteed Maximum Price" or "GMP". The GMP shall be
                  adjusted as set forth in the Work Letter (as so adjusted, the
                  "Adjusted "GMP"). Upon Substantial Completion, the annual Base
                  Rent for the first Lease Year shall be recalculated such that
                  same shall be equal to the result obtained by multiplying the
                  Lease Constant by the sum (the "Rent Calculation Amount") of
                  (i) the "Actual Total

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                  Landlord's Costs" (as defined in the Work Letter) and (ii)
                  thirty percent (30%) of the difference between the Adjusted
                  GMP and the Actual Total landlord's Costs; provided, however,
                  in no event shall the annual Base Rent for the first Lease
                  Year exceed the Adjusted GMP multiplied by the Lease Constant.
                  The annual Base Rent for each Lease Year after the first
                  Lease Year shall increase annually by 2.5%.

                  In addition, Landlord agrees to allow Tenant an additional
                  $848,437.00 (the "Financing Limit") of combined hard and soft
                  costs in "Finance Change Orders" (as defined in the Work
                  Letter), to be capitalized in the annual Base Rent at the
                  Lease Constant. Landlord and Tenant agree that Tenant will use
                  a portion of the Financing Limit for the installation of a
                  raised floor system in the Building, and Tenant may use any
                  portion of the Financing Limit not allocated to the raised
                  floor system for such other matters as Tenant may elect, in
                  Tenant's sold discretion. Any Change Orders which exceed the
                  Financing Limit are deemed "Cash Change Orders" (as defined in
                  the Work Letter), and shall be payable by Tenant in accordance
                  with Section 6(b) of the Work Letter.

         f.       As used herein, the term "Market Rate" means the then
                  prevailing market rate per rentable square foot for base rent
                  for tenants of comparable quality given by landlords for
                  leases with tenants in buildings of comparable size, age, use,
                  location and quality in the Market Area, taking into
                  consideration the extent of the availability of space as large
                  as the Premises in the Market Area and all other economic
                  terms then customarily prevailing in such leases with new
                  tenants in the Market Area. Within thirty (30) days of
                  Landlord's receipt of Tenant's notice of its intent to
                  exercise any of the Renewal Terms, Landlord shall provide
                  Tenant with its written proposal for the Market Rate. If the
                  parties are unable to agree upon the Market Rate within sixty
                  (60) days after Tenant receives Landlord's written proposal,
                  the Market Rate shall be determined by two (2) licensed real
                  estate appraisers, one appointed by Landlord and one appointed
                  by Tenant, who are members of the American Institute of
                  Appraisers and are experienced in appraising commercial real
                  estate in the Ft. Lauderdale, Florida area. In establishing
                  the Market Rate for an applicable Renewal Term, the appraisers
                  will produce a five (5) year schedule of Base Rent for such
                  Renewal Term. If the appraisers are unable to agree on a
                  Market Rate for the Premises within twenty (20) days of their
                  appointment, they shall select a third appraiser meeting the
                  qualifications outlined above and who has not previously
                  worked for either party within five (5) days after the last
                  day of such twenty (20) day period. Each party shall pay
                  one-half (1/2) of the third appraiser's fees. Within twenty
                  (20) days after the appointment of the third appraiser, a
                  majority of the appraisers will set the Market Rate. If a
                  majority of the appraisers are unable to agree on a Market
                  Rate within such twenty (20) day period, the two closest
                  appraisals will be averaged and the result will be the Market
                  Rate for purposes of this Section. The Market Rate as
                  determined in accordance with this Section shall be binding on
                  Landlord and Tenant.

         g.       Annual Base Rent shall be paid in equal monthly installments.
                  Base Rent is payable in advance on the first day of each month
                  and shall be prorated on a daily basis for

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                  any partial month. Each monthly payment of Base Rent shall
                  include applicable sales tax thereon, In the event the first
                  month of the Initial Term is a partial month, Base Rent for
                  such a partial month will be due and payable on the
                  Commencement Date. If Base Rent is not received by Landlord
                  by the tenth (10th) day of any month, then Tenant shall owe
                  Landlord interest accruing thereon at the Prime Rate then in
                  effect and as announced by The Wall Street Journal plus 3%
                                             -----------------------
                  per annum (the "Default Rate") from and including the firth
                  day after its due date until paid in full, provided,
                  however, if Tenant is late in the payment of Base Rent more
                  than twice in any Lease Year, interest as described above
                  shall accrue as of the date Base Rent was due until paid.

4.       OPERATING COSTS, REAL PROPERTY TAXES AND ASSESSMENTS.
         ----------------------------------------------------

         a.       For purposes of this Section and the Lease, the following
                  words and phrases shall have the meanings set forth below:

                  i.     "Operating Costs" shall mean all actual costs and
                         expenses incurred by Landlord in connection with, the
                         ownership and maintenance of the Building, its
                         equipment, and the Land and related improvements
                         located thereon (the "Improvements"), other than the
                         performance by Landlord of its work under the Work
                         Letter and the obligations which are at the sole
                         expense of Landlord as more fully described at Section
                         6 below. In explanation of the foregoing, Operating
                         Costs shall include, but are not necessarily limited
                         to, all real property taxes and assessments imposed on
                         the Building and Premises; landscaping; common area
                         maintenance; snow removal; insurance; license, permit
                         and inspection fees; cost of services of independent
                         contractors; capital expenditures (amortized over the
                         item's useful life, as determined by generally accepted
                         accounting principles consistently applied), provided
                         any such capitalized item to be charged as a component
                         of Operating Costs is required because repair/
                         maintenance is no longer practical; property management
                         fees not in excess of three percent (3%) of the sum of
                         Base Rent and Additional Rent (as defined below); and
                         any operation and maintenance charges assessed against
                         the Premises pursuant to the Declaration of Protective
                         Covenants, Restrictions and Easements for Westpointe
                         Centre, a copy of which is attached hereto as Exhibit C
                                                                       ---------
                         (the "CCR"), which Tenant hereby consents to, and any
                         other covenants, conditions and restrictions,
                         reciprocal easement agreements or similar restrictions
                         and agreements hereafter affecting any portion of the
                         premises provided same have been consented to in
                         writing by the Tenant. Notwithstanding the foregoing,
                         Tenant shall not be bound by any modification or
                         amendment to the CCR that materially affects Tenant's
                         rights or obligations under this Lease unless Tenant
                         has consented in writing to such modification or
                         amendment. The foregoing notwithstanding, Operating
                         Costs shall not include utilities for the Premises;
                         depreciation on the Building and Improvements; amounts
                         paid toward principal or interest of loans of Landlord;
                         nor those costs as defined in Subsection 4.a.ii. below.

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                  ii.    "Operating Costs" for the Building, its equipment, and
                         the Premises and Improvements shall not include:

                         1.   mortgage principal payments

                         2.   Mortgage interest payments

                         3.   refinancing costs

                         4.   ground rent and related costs

                         5.   depreciation and amortization of the Building or
                              equipment (except as otherwise permitted in
                              Section 4.a.i, above)

                         6.   interest or penalties resulting from late payments
                              by Landlord

                         7.   advertising costs

                         8.   brokerage leasing commissions

                         9.   tenant alterations

                         10.  capital improvements (except as otherwise
                              permitted in Section 4.a.i, above)

                         11.  off-site management personnel and overhead

                         12.  property management fees in excess of three
                              percent (3%) of the sum of Base Rent and
                              Additional Rent

                         13.  those items specified in Section 6.b. below to be
                              performed by Tenant

                         14.  any costs for which Landlord receives a credit,
                              refund or discount, to the extent of such credit,
                              refund or discount

                         15.  any insurance costs to the extent such insurance
                              is not required to be maintained under this Lease

                         16.  cost of replacing or adding improvements to the
                              Building or the Premises mandated by law or
                              governmental authority, and any repairs or
                              removals necessitated thereby

                         17.  any costs covered by or reimbursable under a
                              contractor, manufacturer or supplier warranty or
                              service contract

                         18.  any costs to remove and/or remediate Hazardous
                              Substances at, on or in the Premises not as a
                              result of any act or omission of the Tenant
                              Parties (as defined in Section 12.b.).

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         b.       The cost of any services performed by Landlord or by any of
                  its related parties will be comparable to those charged by
                  independent service providers (excluding property management
                  fees, which may not exceed three percent (3%) of the sum of
                  Base Rent and Additional Rent).

         c.       Landlord shall use its best efforts to provide Tenant with a
                  copy of Landlord's written Operating Cost budget and a written
                  statement of the estimated operating costs ("Estimated
                  Operating Costs") for the calendar year (or portion thereof)
                  in which Substantial Completion will occur at least thirty
                  (30) days prior to the Commencement Date, provided, however,
                  Landlord's failure to provide same within such time period
                  will not affect Tenant's obligation to pay Additional Rent. In
                  addition, Landlord shall furnish Tenant with the following
                  statements:

                  i.     Landlord shall use its best efforts to furnish Tenant a
                         written statement of Operating Costs occurring during
                         the previous calendar year within ninety (90) days from
                         the expiration of each calendar year occurring during
                         the Term of this lease, provided, however, Landlord's
                         failure to provide same within such time period will
                         not affect Tenant's obligation to pay Additional Rent.
                         The written statement shall specify the amount by which
                         Tenant's Operating Costs exceed or are less than the
                         amounts paid by Tenant during the previous calendar
                         year pursuant to Subsection 4.c.ii below. Landlord will
                         furnish Tenant with any backup material supporting
                         Landlord's calculations within ten (10) days after
                         receipt of Tenant's reasonably written request
                         therefor.

                  ii.    At the same time specified in Subsection 4.c.i above,
                         Landlord shall furnish Tenant a copy of Landlord's
                         written Operating Cost budget and a written statement
                         of the Estimated Operating Costs for the then current
                         calendar year.

         d.       During the Term, Tenant will pay as additional rent
                  ("Additional Rent") the Operating Costs, and all applicable
                  sales tax thereon. Operating Costs will be paid as follows:

                  i.     With each payment of Base Rent due pursuant to Section
                         3 above, Tenant will pay to Landlord one-twelfth (1/12)
                         of Operating Costs as determined by the budget
                         referenced in Section 4.c.ii, above.

                  ii.    Within thirty (30) days after delivery of the written
                         statement referred to in Section 4c.i, above, Tenant
                         will pay to landlord the amount by which Operating
                         Costs, as specified in such written statement, exceeds
                         the aggregate of Estimated Operating Costs actually
                         paid by Tenant for the calendar at issue.

                  iii.   If the annual statement of actual Operating Costs
                         indicates that Estimated Operating Costs paid by Tenant
                         pursuant to Section 4.d.i. above for any year exceeds
                         actual Operating Costs for the same calendar year,
                         Landlord, at its

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                         election, will either (i) promptly pay the amount of
                         such excess to Tenant within thirty (30) days, or (ii)
                         apply such excess against the next installment(s) of
                         Additional Rent next coming due hereunder.

         e.       Upon reasonable advance request, but in no event more than
                  once every Lease Year, Landlord shall grant Tenant reasonable
                  access to Landlord's books and records which reflect Operating
                  Costs for the purpose of verifying Operating Costs incurred by
                  Landlord for the past two (2) calendar years. Tenant shall
                  have the right to photocopy all such books and records.
                  Landlord will retain its books and records for a period of not
                  less than two (2) years.

         f.       Tenant shall pay, prior to the delinquency after receipt of
                  written request therefor from Landlord accompanied by a copy
                  of the applicable bill received by Landlord, all Taxes (as
                  defined below) on the Premises. Each such payment will be
                  accompanied by applicable sales tax thereon. For purposes
                  hereof, Taxes shall mean all real estate taxes , assessments,
                  and governmental charges or fees whether federal, state,
                  county or municipal, and whether they be by taxing districts
                  or authorities presently taxing or by others, subsequently
                  created or otherwise, and any other taxes and assessments
                  (including non-governmental assessments for common charges
                  under the CCR, or any other restrictive covenant or other
                  private agreement that are not treated as part of Operating
                  Costs consented to in writing by Tenant) now or hereafter
                  attributable to the Premises (or its operation), excluding,
                  however, penalties and interest thereon, and federal and state
                  taxes on income, capital, stock, succession, transfer,
                  franchise, gift, estate or inheritance. If the present method
                  of taxation changes so that in lieu of the whole or any part
                  of any Taxes, there is levied on Landlord a capital tax
                  directly on the rents received therefrom or a franchise tax,
                  assessment, or charge bases, in whole or in part, upon such
                  rents for the Premises, then all such taxes, assessments, or
                  charges, or the part thereof so based, shall be deemed to be
                  included within the term "Taxes" for purposes hereof. Taxes
                  shall include the reasonable costs of consultants retained in
                  an effort to lower Taxes and reasonable costs incurred in
                  disputing any Taxes or in seeking to lower the tax valuation
                  of the Premises. If any bill for Taxes covers a time period
                  which is outside the Term of this Lease, Tenant's obligation
                  to be responsible for such payment shall be appropriately
                  adjusted with Landlord so that Tenant is only paying for Taxes
                  attributable to the Term.

5.       UTILITIES AND SERVICES. Landlord shall provide all mechanical and
         ----------------------
         structural systems and equipment, including but not limited to
         plumbing, heating, air conditioning, electrical systems, security,
         lighting and similar equipment in accordance with the complete Final
         Building Shell and Site Plans. Tenant shall procure in its name and
         promptly pay when due all charges accruing during the Term for
         telephone, electricity, gas, sanitary service, water and trash
         collection for the Premises. If at any time during the Term the
         Premises become untenantable because of the interruption of services to
         the Building and such interruption is neither within Tenant's control
         nor due to the fault of Tenant, its contractors, agents or employees,
         Rent, Additional Rent, and any other charges due from Tenant hereunder
         will abate in proportion to the extent of the Building that is
         untenantable,

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         beginning with the second day of such untenantability until the
         Premises again become tenenantable.

6.       MAINTENANCE.
         -----------

         a.       Landlord will maintain, and make all necessary repairs and/or
                  replacement to, the Building and its structural elements, the
                  building systems, common areas, other tenant's premises (if
                  any) and the exterior walls, exterior doors, windows, roof,
                  corridors and structural portions of the Premises and the
                  Building, and will maintain the Building and the property
                  including all common areas, landscaping, exterior windows and
                  parking areas as a first-class, professional office building
                  consistent with other similar buildings in the Ft. Lauderdale,
                  Florida area and suitable for general office and/or
                  teleservicing use, and in compliance with all building and
                  zoning codes and all other applicable laws, ordinances, rules
                  and regulations. Landlord will keep the building systems in
                  good condition and repair and will make the building systems
                  available to Tenant twenty-four (24) hours per day, seven (7)
                  days per week, 365 (or 366 as the case may be) days per year.
                  Expenses incurred by Landlord in connection with the foregoing
                  will be included as Operating Costs under Section 4.a.i.,
                  subject to the exclusions listed in Section 4.a.ii., and
                  reimbursable by Tenant as part of Operating Costs. Landlord,
                  at its sole expense, will repair all defects (including latent
                  defects) in the construction of the Building and the Premises
                  (excluding any defects in the Tenant Improvements or
                  additional work constructed by Tenant in accordance with
                  Section 7), and such expenses will not be included as
                  reimbursable Operating Costs. All repairs and maintenance
                  performed by Landlord will be of a first-class quality and
                  done in a prompt, diligent and good workmanlike manner.
                  Landlord will use reasonable efforts to do any repairs and
                  maintenance, construction or any other work in such a manner
                  as not materially to interfere with or impair Tenant's use or
                  occupancy of the Premises. Landlord will be responsible for
                  compliance of the Premises, the Building, and the Property
                  with all applicable codes, laws, ordinances, rules, and
                  regulations, including without limitation the Environmental
                  Laws (defined below) and the ADA. If a violation of the ADA as
                  it was in effect as of the Effective Date is found to exist
                  which has not been caused by Tenant, Landlord at its expense
                  (and not as a component of Operating Cost) will promptly
                  correct such violation. Notwithstanding the foregoing, Tenant
                  shall be responsible and pay for any alterations,
                  modifications, additions or improvements to the interior of
                  the Premises which may be required by the ADA as a result of
                  (a) Tenant's alteration or modification of the Premises or
                  construction of the Tenant Improvements in accordance with
                  this Lease or (b) in order to make reasonable accommodations
                  to specific employees of Tenant with disabilities. In the
                  event Landlord fails to perform any of its obligations under
                  this Section 6.a., and such failure subjects persons or
                  property to an immediate risk of harm, Tenant will have the
                  right to perform such obligations and Landlord will reimburse
                  Tenant for the reasonable cost of performing such obligations
                  within thirty (30) days of receipt of an invoice for such
                  costs. In the event Landlord fails to reimburse Tenant for
                  such costs

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                  within such thirty (30) day period, interest will
                  accrue on such amount at the Default Rate from the day after
                  such payment was due.

         b.       Excluding the obligations of Landlord under Section 6.a.,
                  above, Tenant shall, at its own expense, maintain the
                  interior, nonstructural portions of the Building in good
                  condition and repair, reasonable wear and tear and casualty
                  damage excepted. Tenant shall provide for its own janitorial
                  services for the Building, including but not limited to
                  cleaning of window surfaces within the interior of the
                  Building. Upon the expiration or earlier termination of this
                  lease, Tenant shall surrender the Building to Landlord in good
                  condition, reasonable wear and tear and casualty damage
                  excepted. Notwithstanding anything to the contrary in this
                  Lease, Tenant shall have no obligation to restore the Building
                  to its original condition or to remove any tenant
                  improvements, including the Tenant Improvements, in the
                  Building upon the expiration or termination of this Lease.

         c.       If Tenant fails to perform any of its maintenance obligations
                  hereunder (including those obligations under this Section 6
                  and Section 11), Landlord shall have the right, after
                  providing Tenant with thirty (30) days' written notice and
                  opportunity to perform all necessary repairs, to perform such
                  repairs (and replacements, if necessary) on Tenant's behalf
                  and Tenant shall reimburse Landlord within thirty (30) days
                  for all of Landlord's costs in connection therewith. In the
                  event Tenant fails to reimburse Landlord for such costs within
                  such thirty (30) day period, interest will accrue on such
                  amount at the Default Rate from the day after such payment was
                  due.

7.       ALTERATIONS. Tenant shall have the right to make such alterations to
         -----------
         the Premises as may be necessary for the conduct of Tenant's business
         after completion of the Tenant Improvements and reasonably approved by
         Landlord; provided, however, that Tenant shall not make (a) any
         structural alterations, any nonstructural alterations that affect the
         integrity of the Building systems, or any nonstructural alterations a
         single component of which costs in excess of $100,000 (and for which
         Tenant has not agreed in writing to restore the Premises to the
         condition immediately prior to such alteration at the expiration or
         earlier termination of this Lease) without the written consent of
         Landlord, which consent Landlord may withhold in its sole discretion;
         of (b) any nonstructural alterations a single component of which costs
         in excess of $100,000 (and for which Tenant has agreed in writing to
         restore the Premises to the condition immediately prior to such
         alteration at the expiration or earlier termination of this lease)
         without the written consent of Landlord, which consent shall not be
         unreasonably withheld or delayed. Tenant shall obtain all necessary
         building permits as are required for such alterations. Except as
         provided herein (;particularly with respect to Tenant's machinery,
         trade fixtures, furnishings, equipment and signs) such alterations made
         by Tenant shall become part of the Premises and shall be returned to
         Landlord as part of the Premises upon termination. Tenant shall also
         have the right to install, attach, affix or otherwise place in or upon
         the Premises, any and all machinery, equipment for teleservicing,
         office or software development, trade fixtures, furnishings and
         exterior signs necessary or desirable for Tenant's proper use of the
         Premises. Notwithstanding anything to the contrary, Tenant will retain
         ownership and shall remove any and all of Tenant's machinery,

                                       10

<PAGE>

         equipment for teleservicing, office or software development, trade
         fixtures, furnishings and exterior signs (including without limitation
         telecommunications equipment, computers, office furniture, office
         equipment, disaster recovery backup equipment, cabling, wiring, signs,
         etc.) at any time including at the termination or expiration of this
         Lease, whether or not the same shall be deemed to be affixed to the
         Premises or the Building. After removal, Tenant shall, at its expense,
         restore the Premises to the same condition in which they were prior to
         the installation, attachment or placement of such machinery, trade
         fixtures, furnishings, equipment and exterior signs. Notwithstanding
         the foregoing, Tenant shall have no obligation to remove the Tenant
         Improvements or to restore the Premises to the condition existing prior
         to the completion of the Tenant Improvements. All work performed and
         all repairs made hereunder by Tenant shall be done in a good and
         workmanlike manner which shall be consistent with industry standards,
         using only first quality materials and labor and in compliance with all
         applicable buildings and zoning laws and with all other laws,
         ordinances, orders, rules, regulations, and requirements of all
         federal, state, and municipal governments and the appropriate
         departments, commissions, boards and officers thereof.

8.       INSURANCE.
         ---------

         a.       Tenant shall, at its cost and expense, but for the mutual
                  benefit of Landlord and Tenant, maintain commercial general
                  (public) liability insurance covering any legal liability of
                  Tenant against claims for bodily injury, death and/or property
                  damage arising directly out of the Tenant's occupancy or use,
                  and/or operation of the Premises and/or the conduct of the
                  Tenant's business in such amounts as Landlord may reasonably
                  require, but in no event less than Three Million Dollars
                  ($3,000,000) combined single limit for bodily injury or death
                  and/or property claims in one accident. The aforementioned
                  limit may be met under blanket or multiple policies. At
                  Tenant's options, Tenant may self-insure or retain, through
                  deductible or other retentions, all or a portion of the risks
                  described in this Subsection 8.a. under its corporate risk
                  management program. The Landlord and/or its designated
                  mortgagees or assignees are to be listed under such insurance
                  policy as additional insured(s) as respects their vicarious
                  legal liability caused by the actions or omissions of the
                  Tenant in relation to the Premises or the Building. Such
                  insurance shall contain a severability of interests provision.

                  Tenant agrees to insure, at its cost and expense, or at its
                  option to self-insure, its personal property, including trade
                  fixtures, furnishings, operating equipment and the leasehold
                  improvements for which it retains ownership.

                  Tenant shall maintain Worker's Compensation insurance as
                  required by applicable laws.

         b.       Notwithstanding the provisions of Subsection 8.a., above,
                  Landlord shall provide commercial general (public) liability
                  insurance covering Landlord, its employees, representatives,
                  officers, directors, agents, assignees, invitees and tenants
                  for claims arising out of the negligence or other actions or
                  omissions to act of the Landlord, its employees,
                  representatives, officers, directors, agents, assignees and
                  invitees. Such

                                       11

<PAGE>

                  commercial general (public) liability insurance policy shall
                  include the Tenant as an additional insured as respects its
                  vicarious legal liability caused by the actions or omissions
                  of the Landlord in relation to the Premises of the Building.
                  Such insurance shall contain a severability of interests
                  provision.

                  During the Term of this lease, Landlord shall keep its
                  personal property, the Premises, and leasehold improvements
                  for which it retains ownership (including the Premises),
                  including rent loss insurance, insured against loss or damage
                  by fire and all other risks of direct physical loss, only
                  excepting the customary exclusions that are contained in a
                  standard "all risks" policy, for not less than one hundred
                  percent (100%) of the replacement value thereof. Such policy
                  may at Landlord's election contain an endorsement for flood.
                  For purposes of this Section, "replacement value" shall be
                  deemed to be the cost of replacing the property less the cost
                  of excavation, foundations and footings of the Building.
                  Damages that are not insured and/or amounts for which the
                  Landlord becomes a co-insurer under its policy, including any
                  related costs, which occur due to the Landlord's failure to
                  maintain property insurance on the Premises at the most recent
                  replacement value shall be borne by the Landlord.

         c.       Deductibles or retained losses applicable to the property or
                  commercial general (public) liability insurance policies
                  specified in Subsections 8.a. and 8.b. above shall be borne by
                  the party listed as named insured on the respective policies.

         d.       Insurance maintained by Tenant and Landlord hereunder shall be
                  maintained with insurers licensed to do business in the State
                  of Florida and shall have a Best's Guide rating of at least
                  A-/IX. Tenant and Landlord will each furnish to the other a
                  true, correct and original certificate of such insurance
                  policies as are referenced in any and all Sections contained
                  in this Lease, within fifteen (15) days of the execution of
                  this Lease and, upon request, will provide evidence of the
                  renewal of such insurance upon expiration of the policies.
                  Such insurance policies shall provide that they will not be
                  materially changed, canceled, or not renewed without thirty
                  (30) days' prior written notice to the certificate holder by
                  the respective insurance company.

         e.       Under no circumstances shall Tenant be responsible for
                  insurance expenses over and above those directly related to
                  the operation or maintenance of the Premises and the Building,
                  e.g., excess or other insurance which primarily benefits the
                  Landlord, its shareholders, directors or officers or other
                  tenants. Landlord shall promptly pay when due all insurance
                  premiums on insurance policies required to be maintained by
                  Landlord hereunder.

         f.       Landlord and Tenant hereby expressly waive, and release each
                  other and their respective agents and employees from, any and
                  all claims it may have against each other or anyone claiming
                  through or under them by way of subrogation for any loss
                  caused by or resulting from risks insured against, whether
                  such insurance relates to property damage, public liability or
                  other risks (or which would have been insured against had that
                  party carried all insurance required under this Agreement),
                  provided that the insurance company issuing such policy shall
                  have

                                       12

<PAGE>

                  waived its right of subrogation with respect to all such
                  claims prior to such loss. Tenant and Landlord each shall
                  obtain a waiver from each and every insurance company with
                  which, in accordance with the insurance requirements of this
                  lease, they carry insurance, whether insuring the Building,
                  the Premises, improvements, personal property or liability
                  with respect to the Premises. Such waiver shall release the
                  insurance company's subrogation rights against the other
                  party. However, if at any time their respective insurers shall
                  refuse to permit waivers of subrogation, Landlord or Tenant
                  may in each instance revoke said waiver of subrogation
                  effective thirty (30) days from the date of notice to the
                  other unless, within such thirty (30) day period, the other is
                  able to secure and furnish, without additional expense,
                  insurance in other companies which provide such waiver of
                  subrogation. If such waiver can only be obtained at additional
                  expenses, the other party may agree to pay such additional
                  expense to maintain the waiver of subrogation.

         g.       Tenant will indemnify, defend and hold Landlord, and its
                  members, partners, officers, directors, subsidiaries,
                  affiliates, and employees, harmless from any and all loss or
                  damage which Landlord may sustain by reason of claims brought
                  against Landlord alleging bodily injury or death to any person
                  or damage to property to the extent that such loss or damage
                  is caused by (i) the negligence or willful misconduct of the
                  Tenant Parties in the use of the Premises, or (ii) Tenant's
                  default under the terms of this Lease. Nothing contained
                  herein will require Tenant to defend, indemnify or hold
                  harmless Landlord, or its members, partners, officers,
                  directors, subsidiaries, affiliates, and employees for losses
                  or damages related to claims of bodily injury or death to any
                  person or damage to property to the extent caused by the
                  negligence or willful misconduct of the Landlord Parties (as
                  defined in Section `12.c.).

         h.       Landlord will indemnify, defend, and hold Tenant, and its
                  members, partners, officers, directors, subsidiaries,
                  affiliates, and employees, harmless from any and all loss or
                  damage which Tenant may sustain by reason of claims brought
                  against Tenant alleging bodily injury or death to any person
                  or damage to property to the extent that such loss or damage
                  is caused by (i) the negligence or willful misconduct of the
                  Landlord Parties in connection with the Premises, or (ii)
                  Landlord's default under the terms of this Lease. Nothing
                  contained herein will require Landlord to defend, indemnify or
                  hold harmless Tenant, or its members, partners, officers,
                  directors, subsidiaries, affiliates, and employees, for losses
                  or damages related to claims of bodily injury or death to any
                  person or damage to property to the extent caused by the
                  negligence or willful misconduct of the Tenant Parties.

         i.       The indemnities set forth in this Section 8 shall survive
                  termination or expiration of this Lease and shall not
                  terminate or be waived, diminished or affected in any manner
                  by any abatement or apportionment of Rent under any provision
                  of this Lease. If any proceeding is filed fore which indemnity
                  is required hereunder, the indemnifying party agrees, upon
                  request therefor, to defend the indemnified party

                                       13

<PAGE>

                  in such proceeding at its sole cost utilizing counsel
                  reasonably satisfactory to the indemnified party.

9.       DESTRUCTION OF PREMISES.
         -----------------------

         a.       Definitions. For purposes of this Section, the following
                  -----------
                  definitions will apply.

                  i.     "Casualty means the destruction of or damage to all or
                         any part of the Premises or the Building.

                  ii.    "Architect" means an independent architect selected
                         jointly by Landlord and Tenant.

                  iii.   "Insured Casualty" means a Casualty which (i) is
                         insured under Landlord's all risks policy described in
                         Section 8.b., above, or (ii) would have been insured
                         under such a policy had Landlord maintained such policy
                         in effect.

                  iv.    "Uninsured Casualty" means a Casualty which (i) is not
                         insured under Landlord's all risks policy described in
                         Section 8.b. above, or (ii) would not have been insured
                         under such a policy had Landlord maintained such policy
                         in effect.

                  v.     "Minor Casualty" means (1) a Casualty, if being the
                         destruction of or damage to all the Premises or
                         Building, which can be rebuilt or repaired, as
                         reasonably determined by the Landlord, within the
                         lesser of (i) two hundred seventy (170) days after the
                         date a building permit is issued for the
                         reconstruction, or (ii) the length of time remaining in
                         the then current Term, or (2) a Casualty, if being the
                         destruction of or damage to less than all of the
                         Premises or Building, which can be rebuilt or repaired,
                         as reasonably determined by Landlord, within the lesser
                         of (i) one hundred eighty (180) days after the date of
                         the Casualty, or (ii) the length of time remaining in
                         the then current Term.

                  vi.    "Major Casualty" means (1) a Casualty, if being the
                         destruction of or damage to all the Premises or
                         Building, which cannot be rebuilt or repaired, as
                         reasonably determined by the Landlord, within the
                         lesser of (i) two hundred seventy (170) days after the
                         date a building permit is issued for the
                         reconstruction, of (ii) the length of time remaining in
                         the then current Term, or (2) a Casualty, if being the
                         destruction of or damage to less than all of the
                         Premises or Building, which cannot be rebuilt or
                         repaired, as reasonably determined by Landlord, within
                         the lesser of (i) one hundred eighty (180) days after
                         the date of the Casualty, or (ii) the length of time
                         remaining in the then current Term.

                  vii.   "Dollar Limit" means the lesser of the following:

                         .      Two Hundred Fifty Thousand Dollars ($250,000),
                                or

                                       14

<PAGE>

                   .   During the last year of the then current Term, the total
                       Base Rent which would have been due from Tenant from the
                       date of the Casualty until the end of the then current
                       Term, had the Casualty not occurred.

         b.   Minor Insured Casualties. If an Insured Casualty occurs which is
              ------------------------
              also a Minor Casualty, then Landlord will promptly commence
              reconstruction or repair and diligently pursue the same toward
              completion, unless such Casualty occurs during the last year of
              the then current Term and the Lease is terminated pursuant to
              Section 9.g.

         c.   Major Casualties - Tenant's Election. If a Major Casualty occurs
              ------------------------------------
              and Tenant's ability to operate its business in the Premises is
              materially hindered or impaired as reasonably determined by
              Tenant, then Tenant may elect to terminate this Lease effective on
              the tenth (10/th/) day after such election by providing written
              notice to Landlord within ten (10) days after receipt of the
              Architect's written estimate of the length of time necessary for
              such reconstruction or repair. If Tenant does not elect to
              terminate this lease, then Landlord will promptly commence
              reconstruction or repair and diligently pursue the same toward
              completion.

         d.   Uninsured Casualties - Landlord's Election. If an Uninsured
              ------------------------------------------
              Casualty occurs and the estimated cost of the repair or
              reconstruction as reasonably determined by Landlord is expected to
              exceed the Dollar limit, then Landlord may elect to terminate this
              Lease effective on the tenth (10th) day after such election by
              providing written notice to Tenant within ten (10) days after
              receipt of the Architect's written estimate of the cost for such
              reconstruction or repair. If Landlord does not elect to terminate
              this Lease, then Landlord will promptly commence reconstruction or
              repair and diligently pursue the same toward completion.

         e.   Reconstruction or Repair. Upon commencement of reconstruction or
              ------------------------
              repair after a Casualty, Landlord will rebuild or repair the
              Building and Premises with all reasonable speed and promptness,
              subject to excusable delay, to substantially the same condition
              which existed immediately prior to the happening of the Casualty,
              except that Landlord's obligation to rebuild or repair will not
              include any personal property of Tenant, nor will Landlord be
              required to spend for such work an amount in excess of the
              insurance proceeds actually received by Landlord as a result of
              the Casualty plus any applicable deductible, provided that
              Landlord has maintained insurance on the Building and Improvements
              as required in Section 8 above. Landlord will not be liable for
              any inconvenience or annoyance to Tenant or injury to the business
              of Tenant resulting in any way from such destruction or damage or
              the reconstruction or repair thereof.

         f.   Rent Abatement. During any period of reconstruction or repair
              --------------
              after a Casualty, Base Rent, Additional Rent, and any other
              charges due hereunder from Tenant will abate in proportion to the
              damage sustained, beginning on the date of the Casualty and
              continuing until the reconstruction or repair is completed. In
              addition, if any Casualty occurs and Tenant's ability to operate
              its business in the Premises is materially hindered or impaired
              due to the interruption of services to the Building,

                                       15

<PAGE>

            as reasonably determined by Tenant, Tenant rent will abate
            commencing the first day of untentantability.

       g.   Casualties at the End of the Term. Notwithstanding anything to the
            ---------------------------------
            contrary contained in this Section 9, if a Casualty occurs within
            the last year of the then current Term and either (i) the estimated
            cost of the repair or reconstruction as reasonably determined by
            Landlord is expected to exceed the Dollar Limit, or (ii) the
            Casualty is a Major Casualty, then, provided that in all in stances
            the insurance proceeds are paid to Landlord, excluding those
            proceeds payable to Tenant for its property, Landlord will not be
            obligated to restore or repair such destruction or damage and the
            Lease will be terminated effective on the date of the Casualty
            unless Tenant agrees, within thirty (30) days after receipt of the
            Architect's written estimate of the cost for such reconstruction or
            repair and the time necessary to complete such reconstruction or
            repair, to extend the Term for an additional period of time such
            that at least five (5) years will remain in the Term following the
            completion of such reconstruction or repair.

       h.   Landlord's Notice. Within thirty (30) days after a Casualty,
            -----------------
            landlord shall cause prepare and deliver to Tenant a written
            estimate of the cost and time for reconstruction or repair.

10.    CONDEMNATION.
       ------------

       a.   If all or any part of the Premises is appropriated by any local,
            state or federal government or agency, whether by agreement or suit,
            then this Lease shall terminate as to the part so taken on the date
            of the appropriation, and Rent shall abate proportionately from the
            date of appropriation. If, during the term of the Lease, or any
            extension or renewal thereof, less than the entire Premises but a
            reasonable material portion thereof shall be taken in any such
            appropriation, this lease shall, upon vesting of title in the
            appropriation, terminate as to the portion of the Premises so taken,
            and Tenant may at its option terminate this lease as to the
            remainder of the Premises; provided that Tenant shall not have the
            right to terminate this Lease pursuant to the preceding sentence
            unless (a) twenty percent (20%) or more of the Building is taken and
            Landlord and Tenant have not agreed upon the terms of Landlord's
            construction or securing of substantially similar space to the space
            so taken on the Premises within thirty (30) days of the date of
            appropriation or (b) ten percent (10%) or more of Tenant's parking
            spaces are taken and Landlord and Tenant have not agreed upon the
            terms of Landlord" securing replacement parking spaces in the
            Westpointe Centre within thirty (30) days of the date of
            appropriation. Notwithstanding the foregoing, Tenant will not be
            entitled to terminate the Lease or to an abatement of Rent, Tenant
            shall be entitled the entire portion of any award made by the
            condemning authority for such parking spaces.

      b.    In the event of an appropriation, Landlord shall be entitled to the
            award made by the condemning authority, and Tenant shall have no
            claim against Landlord; provided,

                                       16

<PAGE>

            however, that Tenant shall be entitled to make a separate claim to
            the extent such claim does not otherwise reduce the award to
            Landlord for any award paid for or on account of: (i) the
            unamortized portion of leasehold improvements, additions,
            replacements or alterations paid for by Tenant; and (ii) cost of
            removal and relocation.

11.   USE OF PREMISES. Tenant may use and occupy the Premises for general office
      ---------------
      and storage purposes, for Tenant's telephone marketing, research and
      related services business and/or for any other purpose not prohibited by
      applicable laws and regulations or the CCR ("Business Purposes"); provided
      that Tenant shall be under no obligation to operate or conduct any
      business in the Premises. Landlord represents to Tenant that the Premises
      is properly zoned for a call center, including general office purposes.
      Tenant shall not commit or suffer any waste on the Premises nor use the
      Premises for any unlawful purpose. Tenant shall comply with and obey all
      applicable laws, ordinances, rules, orders, regulations and requirements
      which affect Tenant's use of the Premises, or Tenant's uses under this
      Lease. Tenant and its agents and employees shall have access to, and
      exclusive use of, the Premises at all times, subject to the rights of
      Landlord hereunder.

12.   ENVIRONMENTAL MATERS AND INDEMNIFICATION.
      ----------------------------------------

      a.    Each party agrees that it shall not do any act or omit to do any act
            relating to the Premises during the Terms of this Lease which will
            constitute a breach or violation of any Environmental Laws. Landlord
            further agrees on an ongoing basis that if the Land, Building or
            Premises is found to contain any Hazardous Substances, through
            actions caused by Landlord, Landlord shall promptly remove such
            materials and pay for all costs related to this removal, including,
            but not limited to, any moving costs or temporary housing costs
            required by Tenant. As used in this Lease: (1) the term "Hazardous
            Substance" means all chemicals, substances, and/or materials listed
            under or otherwise governed or regulated by any Environmental Laws,
            including without limitation, hazardous or toxic substances, wastes
            or materials, and petroleum and any fraction thereof; and (2) the
            term "Environmental Laws" means any local, state or federal law,
            rule, regulation or ordinance pertaining to environmental
            regulation, contamination or cleanup, including without limitation
            investigation and cleanup of Hazardous Substances.

      b.    Tenant will release, indemnify, defend and hold Landlord and its
            members, partners, officers, directors, subsidiaries, affiliates,
            and employees harmless from and against any and all claims, orders,
            demands, causes of actin, proceedings, judgments, suits, damages,
            liabilities, losses, costs or expenses (including, without
            limitation, technical consultant fees, expert witness fees,
            reasonable attorneys' fees, court costs and expenses paid to third
            parties) arising out of the presence of any Hazardous Substances at,
            on or in the Premises as a result of any act or omission of Tenant,
            its directors, partners, officers, members, subsidiaries,
            affiliates, employees, contractors and agents (collectively, the
            "Tenant Parties") at the Premises from and after the Effective Date.
            In no event will Tenant's indemnification obligations under this
            Section 12.b. cover the acts or omissions of any parties other than
            the Tenant Parties.

                                       17

<PAGE>

      c.    Landlord will release, indemnify, defend and hold Tenant harmless
            from and against any and all claims, orders, demands, causes of
            action, proceedings, judgments, suits, damages, liabilities, losses,
            costs or expenses (including, without limitation, technical
            consultant fees, expert witness fees, reasonable attorneys' fees,
            court costs and expenses paid to third parties) arising out of the
            presence of any Hazardous Substances at, on or in the Premises as a
            result of any act or omission of Landlord, its members, directors,
            partners, officers, subsidiaries, affiliates, contractors, employees
            and agents (collectively, the "Landlord Parties"). In no event will
            Landlord's indemnification obligations under this Section 12.c.
            cover the acts or omissions of any parties other than the Landlord
            Parties.

      d.    The indemnification agreements contained in this Section 12 are
            continuing in nature and shall survive the termination or expiration
            of this Lease.

13.   ASSIGNMENT AND SUBLETTING.
      -------------------------

      a.    Tenant may sublet the Premises or assign this Lease, subject to
            Landlord's approval (which approval shall not be unreasonably
            withheld, delayed, or conditioned); provided that Tenant shall
            remain primarily .liable for all obligations of Tenant hereunder.
            Tenant agrees to split equally with Landlord (on a monthly basis as
            and when subtenant's rent is paid) Tenant's "net profit" from the
            sublease, which shall be an amount equal to (a) the amount by which
            the Base Rent and any additional amounts and consideration paid by
            the subtenant exceeds the Base Rent and Additional Rent payable
            hereunder, less (b) Tenant's reasonable and actual expenses in
            connection with the sublease, including but not limited to brokerage
            commissions, and reasonable and actual costs incurred by Tenant in
            altering, dividing, repairing or otherwise making the space ready
            for subtenant's occupancy; and any free rent, tenant construction
            allowance (unless the amount of such construction allowance is being
            recovered in subtenant's rental payments) or other financial
            incentives provided to subtenant. If Tenant desires to assign its
            interest in this Lease and the Premises or sublease all or a portion
            of the Premises, Tenant shall deliver to Landlord written request
            specifying the terms and conditions for such assignment or sublease
            and requesting Landlord's consent, and Tenant shall supply such
            additional information related to the proposed assignment or
            subletting as Landlord reasonably requests in connection with its
            review and evaluation of Tenant's request. Landlord shall respond in
            writing to any request for approval of an assignment or sublease
            within ten (10) business days of receipt of Tenant's request and
            Landlord's failure to respond within such period shall constitute
            approval.

      b.    Notwithstanding anything to the contrary contained in this Lease,
            Tenant may, upon written notice to, but without the consent of
            Landlord, assign this Lease or sublet all or any portion of the
            Premises to: (i) any entity controlling, controlled by, or under
            direct or indirect common control with Tenant, (ii) any person or
            entity which acquires all or substantially all of Tenant's assets or
            stock, or (iii) any organization resulting from a merger or
            consolidation with Tenant; provided that in all such instances,
            Tenant shall remain primarily liable hereunder.

                                       18

<PAGE>

14.   TENANT'S DEFAULT AND LANDLORD'S REMEDIES.  Tenant shall be in default
      ----------------------------------------
      hereunder if during the term of this lease:

      a.    (a) Tenant makes an assignment for the benefit of creditors; or (b)
            a voluntary petition is filed by Tenant under any law having for its
            purpose the adjudication of Tenant a bankrupt or the extension of
            the time or payment, composition, adjustment, modification,
            settlement, or satisfaction of the liabilities of Tenant,
            reorganization of Tenant, or liquidation of Tenant, or (c) an
            involuntary petition is filed against Tenant under any law having
            for its purpose the adjudication of Tenant a bankrupt or the
            extension of the time of payment, composition, adjustment,
            modification, settlement or satisfaction of the liabilities of
            Tenant or to which any property of Tenant may be subject or the
            reorganization or liquidation of Tenant and such petition is not
            dismissed within sixty (60) days; or (d) a permanent receiver be
            appointed for the property of Tenant by reason of the insolvency or
            alleged insolvency of Tenant; or (e) Tenant shall default in the
            performance of any of the covenants of this Lease (other than the
            covenants for the payment of Base Rent and Additional Rent, or other
            charges payable by Tenant hereunder) and such default is not cured
            within thirty (30) days of receipt of notice thereof (provided if
            such cure cannot be reasonably completed within such thirty (30) day
            period, Tenant shall not be in default as long as Tenant commences
            to cure such failure within such thirty (30) day period and
            thereafter diligently pursues such cure to completion); or (f) if
            Tenant shall default in the payment of any amount due hereunder and
            such payment is not made within five (5) business days after receipt
            of notice by Tenant of the non-receipt of such payment by Landlord.

      b.    Upon the occurrence of any of such events of default described in or
            elsewhere in this Lease (and after applicable notice has been given
            to Tenant and such default has not been used within the cure
            period), Landlord shall have the option to pursue any one or more of
            the following remedies without any notice or demand whatsoever:

            (i)    Landlord may (a) terminate this Lease or (b) terminate
                   Tenant's right to possession only, without terminating the
                   Lease.

            (ii)   Upon any termination of this Lease, whether by lapse of time
                   or otherwise, or upon termination of Tenant's right to
                   possession without termination of the Lease, Tenant shall
                   surrender possession and vacate the Premises immediately, and
                   deliver possession thereof to Landlord, and Tenant hereby
                   grants to Landlord full and free license to enter into and
                   upon the Premises, to the extent permitted by applicable law,
                   to repossess Tenant of the Premises and to expel or remove
                   Tenant and any others who may be occupying or be within the
                   Premises and to remove any and all property therefrom without
                   relinquishing Landlord's right to rent or any other right
                   given to Landlord hereunder or by operation of law.

            (iii)  Upon termination of this Lease, whether by lapse of time or
                   otherwise, Landlord shall be entitled to recover all
                   appropriate damages, including the acceleration of all Rent
                   due hereunder for the remainder of the term

                                       19

<PAGE>

                   (including only those options as previously exercised by
                   Tenant) discounted to its present value and as offset by the
                   market rent of the Premises similarly discounted to its
                   present value.

            (iv)   Upon any termination of Tenant's right to possession only
                   without termination of this Lease, Landlord may, at
                   landlord's option, enter into the Premises, remove Tenant's
                   signs and other evidences of tenancy, and take and hold
                   possession thereof as provided in subparagraph (ii) above,
                   without such entry and possession terminating the Lease or
                   releasing Tenant, in whole or in part, from any obligation,
                   including Tenant's obligation to pay the Rent for the
                   remainder of the term (including only those options as
                   previously exercised by Tenant).

            (v)    Pursuit of any of the foregoing remedies shall not preclude
                   pursuit of any of the other remedies herein provided or any
                   other remedies provided by law (all such remedies being
                   cumulative), nor shall pursuit of any remedy herein provided
                   constitute a forfeiture or waiver of any Rent or other
                   payments due to Landlord hereunder or of any of the terms
                   provision and covenants herein contained. No act or thing
                   done by Landlord or its agents during the term of this lease
                   shall be deemed a termination of this Lease or an acceptance
                   of the surrender of the Premises, and no agreement to
                   terminate this Lease or accept a surrender of the Premises
                   shall be valid unless in writing signed by Landlord. No
                   waiver by Landlord of any violation or breach of any of the
                   terms, provisions and covenants herein contained shall be
                   deemed or construed to constitute a waiver of any other
                   violation or breach of any of the terms, provisions and
                   covenants herein contained. Landlord's acceptance of the
                   payment of rental or other payments hereunder after the
                   occurrence of a default shall not be construed as a waiver of
                   such default, unless Landlord so notifies Tenant in writing.
                   Forbearance by Landlord in enforcing one or more of the
                   remedies herein provided upon a default shall not be deemed
                   or construed to constitute a waiver of such default or of
                   Landlord's right to enforce any such remedies with respect to
                   such default or any subsequent default.

15.   LANDLORD'S DEFAULT AND TENANT'S REMEDIES. The following will be considered
      ----------------------------------------
      a default by Landlord: (i) failure to pay any economic allowances due from
      Landlord hereunder for more than thirty (30) days after receipt of written
      demand from Tenant, or (ii) failure to keep and perform any of the terms,
      covenants or conditions of this Lease to be kept and performed by Landlord
      and such failure continues for thirty (30) days after receipt of written
      notice from Tenant (provided that if such cure cannot be completed within
      such 30-day period, Landlord will not be in default as long as Landlord
      commences to cure such failure within such 30-day period and thereafter
      diligently pursues such cure to completion). If Landlord's failure results
      in, or is reasonably likely to result in, a material adverse effect on
      Tenant's operations within the Premises, then Tenant may elect to pay such
      sum or perform such covenant or condition and Landlord

                                       20

<PAGE>

      will reimburse Tenant for the cost of performing such obligations within
      thirty (30) days of receipt of an invoice for such costs. In the event
      Landlord fails to reimburse Tenant for such costs within such thirty (30)
      day period, interest will accrue on such amount at the Default Rate from
      the day after such payment was due. Forbearance by Tenant to enforce any
      remedy upon any default by Landlord will not constitute a waiver of such
      default. The failure of Tenant to insist at any time upon the strict
      performance of any covenant or agreement or to exercise any options,
      right, power or remedy contained in this Lease will not be construed as a
      waiver or a relinquishment thereof for the future. The remedies set forth
      in this Section are in addition to and not in limitation of any other
      rights and remedies of Tenant contained in this Lease, or at law or in
      equity. Tenant agrees that it will give concurrent notice of any default
      by Landlord under this lease to Landlord's mortgagee (provided that Tenant
      has actually received written notice of such mortgagee and the address to
      which such notices are to be sent) and such mortgage will have a period of
      thirty (30) days in addition to the time periods given to Landlord in this
      Section to effect a cure before Tenant may exercise its rights hereunder.

16.   MEMORANDUM OF LEASE. Landlord and Tenant each agree that they will execute
      -------------------
      a memorandum or short form of this Lease in recordable form for recording
      and that such memorandum or short form Lease will be recorded immediately
      after the deed for the Premises to Landlord is recorded and prior to any
      mortgage on the Premises.

17.   QUIET ENJOYMENT. Landlord covenants and agrees that, in the absence of a
      ---------------
      failure beyond any cure period to pay Rent and to observe and keep the
      terms, covenants and conditions of this lease on Tenant's part to be paid,
      observed and kept, Tenant shall lawfully, peaceably and quietly hold,
      occupy and enjoy the Premises during the term of this lease without
      hindrance or molestation by Landlord or any person or persons claiming
      under Landlord.

18.   NOTICES. All notices shall be given in writing, postage prepaid, by
      -------
      certified or registered mail, return receipt requested, by personal
      delivery, regular U.S. mail, facsimile transmission followed by regular
      U.S. mail, or by reputable national overnight courier, at the addressed
      listed in the first paragraph of this Lease (if to Landlord, to the
      attention of Gerald A. Pienka, with a copy to Don Johnson, and if to
      Tenant, to the attention of Claudia L. Schaefer, Esq., with a copy to
      Frost & Jacobs LLP, 2500 PNC Center, 201 East Fifth Street, Cincinnati,
      Ohio 45202, Attention: Charles E. Schroer, Esq.). Notices will be deemed
      delivered and effective on the date received or refused. Notice addresses
      may be changed by notice to the parties in the manner set forth in this
      Section 18.

19.   BROKER. Each party represents to the other that no real estate broker,
      ------
      consultant, finder or like agent other than Jones Lang LaSalle Americas,
      Inc. (whose commissions shall be paid by Landlord pursuant to an agreement
      between Landlord and such broker) has any interest in this transaction
      under any an agreement with such party. Each party agrees to indemnify and
      hold the other party, and its members, partners, officers and directors
      harmless from and against all claims, losses, liabilities and expenses,
      including reasonable attorneys' fees, arising out of any claim relating to
      this lease or the Premises by any other broker, consultant, finder or like
      agent with whom the indemnifying party has dealt or negotiated.

                                       21

<PAGE>

20.   HOLDING OVER. If Tenant holds over after the expiration of the Term, then
      ------------
      it shall be construed as a month-to-month tenancy on the same terms and
      conditions herein specified, except the holdover Base Rent shall be one
      hundred fifty percent (150%) of the Base Rent owed by Tenant under this
      Lease for the month immediately preceding the holdover period. This
      holdover Base Rent shall be deemed Landlord's exclusive right and remedy
      for damages against Tenant for holding over; provided, however, Landlord
      reserves the right to evict Tenant in accordance with Florida law.

21.   SUBORDINATION. Subject to the mutual execution and delivery of a
      -------------
      subordination, nondisturbance and attornment agreement reasonably
      acceptable to Tenant (the "SNDA"), Landlord reserves the right to subject
      and subordinate this Lease to the lien of any mortgage(s) or ground or
      underlying lease(s) placed upon Landlord's interest in the Property after
      the Effective Date and after a memorandum of this Lease is recorded.
      Tenant agrees, upon thirty (30) days' advance written request, to execute
      the SNDA as is reasonably requested by Landlord's lender subordinating its
      interest and/or attorning to such mortgagees and lessors, provided that:
      (i) such mortgagees and/or lessors attorn in writing, agreeing to
      recognize Tenant's possession and rights under this lease and agreeing not
      to disturb or impair Tenant's rights to quiet enjoyment of the Premises as
      long as Tenant is not in default beyond any applicable cure period, and
      (ii) any default by Landlord under such mortgage or ground lease will not
      affect Tenant's rights under this Lease as long as Tenant is not in
      default beyond any applicable cure period.

22.   ENTIRE AGREEMENT. This Lease, including the attached exhibits, constitutes
      ----------------
      the entire agreement between Landlord and Tenant with respect to the
      Premises, the Building and the Premises, and supersedes any other prior
      oral or written communications, representations or statements with respect
      to the transaction contemplated in this lease. This Lease may not be
      modified, altered or amended in any manner except by an agreement in
      writing executed by the parties. This Lease shall be interpreted and
      governed by the laws of the State where the Premises are located. This
      Lease shall inure to the benefit of, and be binding upon, Landlord and
      Tenant, and their respective heirs, successors and assigns.

23.   ATTORNEYS' FEES. Unless otherwise provided in this Lease, the
      ---------------
      nonprevailing party in any litigation, claim or action under this Lease
      shall promptly reimburse the prevailing party for all costs, including
      reasonable attorneys' fees, incurred by the prevailing party up to and
      including all trial and appellate levels.

24.   AUTHORITY. Each party represents to the other that it has full right and
      ---------
      authority to enter into this Lease and by doing so violates no existing
      agreement or indenture to which it is a party or which it is bound or
      affected, and that the execution and delivery of this Lease has been duly
      authorized by each party's board of directors, general partners, members
      and/or managers, as the case may be.

25.   BUILDING NAME, GRAPHICS AND SIGNAGE. Tenant will have the exclusive right
      -----------------------------------
      to name the Building and to use its standard graphics on the Premises and
      the Building, subject to Landlord's reasonable approval that shall not be
      unreasonably withheld or delayed. Tenant will have the exclusive right to
      install building signage on the exterior of the Building and exclusive
      monument signage on the exterior of the Building and interior

                                       22

<PAGE>

      lobby areas of the Building, at Tenant's expense and at locations
      reasonably selected by Tenant, subject to Landlord's reasonable approval
      which shall not be unreasonably withheld or delayed. Landlord at its
      expense will provide Tenant with sufficient lines on the Building lobby
      directory, appropriate signage for Tenant's suite, and signage outside of
      the Building or on an exterior sign. All signage hereunder shall be
      subject to the CCR, applicable local code requirements and the approval of
      applicable governmental authorities. Landlord does not represent nor
      warrant that any particular type or amount of signage is available for the
      Building and the Premises, and availability of any particular type or
      amount of signage is not a condition to Tenant's obligations under this
      Lease; provided, however, Landlord represents to Tenant that a monument
      sign for the Premises and a building mounted sign for the Building are
      permitted under the CCR and applicable local code requirements.

26.   COMPETITORS. Landlord agrees during the Initial Term not to knowingly,
      -----------
      after due inquiry, directly lease or sell any property within the
      Westpointe Centre (as indicated on Exhibit E) to any competitor of Tenant
                                         ---------
      as listed on Exhibit D ("Named Competitor") or to any real estate entity
                   ---------
      who is acting as an intermediary, nominee or agent for such Named
      Competitor which entity intends to directly enter into a sale or lease
      transaction with such Named Competitor at the Westpointe Centre.

27.   ESTOPPEL CERTIFICATES. Within twenty (20) days of receipt of a written
      ---------------------
      request from Landlord, Tenant will execute and deliver to Landlord and
      such persons as Landlord will reasonably request, a statement certifying
      that this lease is unmodified and in full force and effect (or if there
      have been modifications, that the same is in full force and effect as so
      modified), stating the dates to which Base Rent, Additional Rent, and
      other charges payable under this Lease have been paid, stating that
      Landlord is not in default hereunder (or if Tenant alleges a default
      stating the nature of such alleged default), and stating that Tenant is
      not entitled to any credits, offsets, defenses or deductions against
      payment of rent hereunder (or if they exist, describing them)
      (collectively, the "Estoppel Items"). If Tenant fails to execute and
      deliver an estoppel certificate as required hereunder, and such failure
      shall continued uncured for five (5) days after receipt of a second
      written notice from Landlord delivered after the expiration of the initial
      twenty (20) day period, then such failure shall be deemed a statement by
      Tenant that the Estoppel Items are true and correct to the best of
      Tenant's knowledge without exception and that Base Rent and Additional
      Rent have been paid current and not more than thirty (30) days in advance
      of the due date.

28.   TELECOMMUNICATIONS. Landlord will provide Tenant with sufficient rooftop
      ------------------
      access on the Building for placement of two (2) telecommunication
      receivers and related transmission equipment (including satellite dishes).
      Installation, repair, and maintenance of such equipment will be performed
      by Tenant at Tenant's expense, and Tenant will promptly repair any damage
      to the roof by reason of any such work (and such work will be coordinated
      with Landlord and/or performed by Landlord, at Tenant's expense, so as to
      comply with the terms of Landlord's roof warranty). Landlord will not
      allow any other equipment on the roof of the Building or on the Premises
      that may, as reasonably determined by Tenant, denigrate, distort or
      otherwise interfere with or affect the

                                       23

<PAGE>

      performance of Tenant's roof top equipment. Landlord will notify Tenant
      before any other equipment is located on the roof of the Building or on
      the Premises. At the expiration or termination of this Lease, Tenant will
      remove all of its equipment from the roof and shall promptly repair any
      damage occasioned to the roof by reason of the removal of such equipment.
      In addition, all such usage shall be subject to applicable local code
      requirements.

29.   EMERGENCY POWER SOURCE. Tenant will have the right to install a diesel
      ----------------------
      generator outside the Building for emergency backup power. The generator
      will be situated in the area shown generally on Exhibit A. If Tenant
                                                      ---------
      desires to locate the generator in a different area, the new location
      shall be subject to Landlord's reasonable approval. Landlord shall be
      responsible for installing the generator and UPS System. Tenant will be
      responsible for the cost of installing the generator and UPS System. At
      the expiration or termination of this lease, Tenant will remove the
      generator from the Premises and shall promptly repair any damage
      occasioned to the premises by reason of the removal of the generator.

30.   FORCE MAJEURE. In the event that either party is delayed or hindered in,
      -------------
      or prevented from, the performance of any act by reason of restrictive
      governmental laws or regulations, riots, insurrections, labor disputes not
      caused by Landlord, inability to secure materials, supplies or labor
      through ordinary sources by reason of unusually inclement weather or
      regulation or order of any governmental agency, the act, failure to act,
      or default of the other party, war or other reason beyond its reasonable
      control (including unusually inclement weather), then performance of such
      act will be excused for the period for the delay and the period of the
      performance of such act will be extended for a period equivalent to the
      period of such delay. Notwithstanding the foregoing, lack of funds will
      not be deemed to be a cause beyond the control of either party.
      Notwithstanding anything to the contrary contained in this Lease, force
      majeure will not apply as a defense for the nonperformance of either
      party's obligations under this Lease unless the nonperforming party has
      given the other party written notice that an event of force majeur has
      occurred, such notice to be given within a reasonable period of time as is
      practical under the circumstances after the date such event first
      occurred.

31.   CANCELLATION OPTION. Tenant shall have the right to terminate this Lease
      -------------------
      effective on the first day of the eighth (8/th/) Lease Year ("Cancellation
      Date") by providing Landlord with written notice ("Tenant's Termination
      Notice") at least twelve (12) months prior to the Cancellation Date. If
      Tenant elects to terminate the Lease pursuant to this section, Tenant
      shall pay to Landlord a termination fee (the "Termination Fee") equal to
      twelve (12) months of Base Rent for the Lease Year immediately preceding
      the Cancellation Date payable as follows: (i) fifty percent (50%) of the
      Termination Fee within thirty (30) days after receipt of written notice
      from Landlord delivered to Tenant anytime after Landlord's receipt of
      Tenant's Termination Notice, and (ii) fifty percent (50%) of the
      Termination Fee within thirty (30) days after receipt of written notice
      from Landlord delivered to Tenant no sooner than one hundred twenty days
      prior to the Cancellation Date. Upon termination of this Lease effective
      as of the Cancellation Date, and pursuant to this section, Landlord and
      Tenant shall thereafter have no obligations to each other, with the
      exception that either party

                                       24

<PAGE>

      shall indemnify the other for any acts or occurrences which arose prior to
      the Cancellation Date in accordance with the provisions of Section 12.

32.   OPTION TO PURCHASE.
      ------------------

      a.    Tenant will have the exclusive option to purchase the Premises (the
            "Option") for an amount equal to the product of the Actual Total
            Project Costs and 1.15 (the "Purchase Price"). In order to exercise
            the Option, Tenant shall give Landlord written notice of such
            exercise ("Exercise Notice") in accordance with Section 18 of this
            lease on or before 5:00 p.m. eastern time on the day which is six
            months following the Commencement Date (the "Exercise Date"). In the
            event Tenant exercises the Option, Tenant shall deliver to a
            national title insurance company selected by Tenant (the "Title
            Company") within thirty (30) days after receipt of written notice
            from Landlord an initial cash deposit in the amount of $400,000.00
            (the "Deposit"), to be held by the Title Company pursuant to the
            terms and conditions of this Lease and an escrow agreement
            reasonably acceptable to Landlord, Tenant and the Title Company (the
            "Escrow Agreement"). In the event the Exercise Notice is not timely
            given, the Option shall expire and be of no further force or effect.
            The Option may not be exercised if Tenant is in default under this
            Lease beyond any applicable cure period at the time of giving the
            Exercise Notice. The closing on the purchase and sale (the
            "Closing') shall occur on the first business day which is at least
            thirty (30) days after the expiration of eighteen (18) months from
            the Commencement Date.

      b.    If Tenant properly exercises the Option, Landlord shall convey to
            Tenant marketable fee simple title to the Premises, by special
            warranty deed (the "Deed"), free and clear of all liens and
            encumbrances whatsoever, except the following (the "Permitted
            Exceptions"): (a) real estate taxes and assessments not then due and
            payable; (b) easements, covenants, conditions and restrictions of
            record as of the date hereof; (c) zoning, building and other laws,
            ordinances and regulations; and (d) all encumbrances and other
            matters on or affecting the Premises created by Tenant. Tenant may,
            at its sole options, upon written notice to Landlord, waive any of
            the title requirements set forth in the preceding sentence.

      c.    Within thirty (30) days after Tenant's exercise of its Option,
            Tenant shall obtain (and deliver a copy to Landlord) a commitment
            (the "Commitment") for an owner's policy of title insurance issued
            by the Title Company in the amount of the Purchase Price. The
            Commitment shall show in Landlord marketable fee simple title to the
            Premises, free and clear of all liens and encumbrances except the
            Permitted Exceptions and liens or encumbrances to be satisfied by
            Landlord at Closing out of the sale proceeds. Tenant shall pay all
            examination and commitment fees and premiums in connection with the
            Commitment and policy to be issued.

      d.    If the Commitment shows that Landlord's title to the Premises is
            subject to any liens, encumbrances, easements, conditions,
            restrictions or encroachments other

                                       25

<PAGE>

            than the Permitted Exceptions (any of these matters being referred
            to as a "Title Defect"), Landlord, within thirty (30) days after
            written notice of the Title Defect, shall use reasonable efforts to
            remedy or remove the Title Defect. If Landlord is unable to remedy
            or remove the Title Defect within the thirty (30) day period, Tenant
            may, at its option, by written notice to Landlord, either (i) accept
            such title to the Premises as Landlord is able to convey or (ii)
            cancel the Closing in which event the Lease shall remain in full
            force and effect except that there shall no longer be any Options
            rights of Tenant.

      e.    At the Closing, Tenant will pay the Purchase Price in case,
            certified or cashier's check, or by wire transfer of immediately
            available funds. The Deposit shall be applied to the Purchase Price
            at the Closing. At Closing, Landlord will deliver to Tenant fully
            executed counterparts of each of the following instruments: (i) the
            Deed; (ii) a Foreign Investment in Real Property Tax Act ("FIRPTA")
            certification in conformance with the requirements of FIRPTA; (iii)
            evidence reasonably satisfactory to the Title Company of the
            existence and good standing of Landlord and the authority of the
            individual(s) acting on behalf of Landlord at Closing; (iv) title
            affidavit from Landlord in the form customarily required by the
            Title Company; (v0 information from Landlord necessary for reporting
            the sale of the Premises to tax authorities; (vi) all transferable
            drawings, plans and specifications in respect to the Premises which
            are in the possession or control of Landlord; and (vii) such other
            documents reasonably necessary to effectuate the Closing as required
            by the Title Company. At the Closing, there shall be no proration or
            real estate taxes, insurance premiums or utility charges. The cost
            of documentary stamps on the deed, any transfer charges and
            recording fees shall be the obligation of Tenant, it being the
            intent of the parties that the Purchase Price is "net" to Landlord.
            Any prepaid Rent shall be credited against the Purchase Price at the
            Closing. Except for the indemnification contained in Section 12
            hereof that will survive the Closing, Tenant acknowledges that it
            will take the Premises "as is" at the Closing and Landlord will make
            no additional representations or warranties as to the condition of
            the premises. Landlord's successors and assigns will take the
            Premises subject to the Option rights of Tenant.

      f.    If Landlord fails or refuses to convey title to the Premises to
            Tenant in accordance with, and by the time required by, this lease
            (other than as the results of an uncured Title Defect not waived by
            Tenant) then Tenant's sole remedy shall be to enforce specific
            performance of Landlord's obligations to convey the Premises to
            Tenant; alternatively, Tenant may terminate its obligation to
            purchase the Premises, in which event the Option shall expire and
            the Lease shall otherwise remain in full force and effect.
            Notwithstanding the foregoing, in the event that, at the time
            scheduled for Closing, there exists a violation of Environmental
            Laws with respect to the Premises, then

                  (1) if the violation is other than as the result of an act of
            one of the Landlord Parties or Tenant Parties, Tenant shall have the
            option to either (i) proceed to close on the purchase of the
            Premises with no diminution in the

                                       26

<PAGE>

            Purchase Price, in which event Landlord shall be released by Tenant
            from any liability with respect to such breach of Environmental Laws
            or (ii) extend the Closing for up to six (6) months in order to
            provide Landlord with time to remedy the breach, which Landlord
            shall diligently and in good faith pursue. In the event Landlord has
            not remedied the breach during such six-month period to the
            reasonable satisfaction of Tenant, then Tenant shall either (i)
            proceed to close on the purchase of the Premises with no diminution
            in the Purchase Price, in which event Landlord shall be released by
            Tenant from any liability with respect to such breach of
            Environmental Laws or (ii) cancel the Closing in which event the
            Lease shall remain in full force and effect except that there shall
            no longer be any Option rights of Tenant;

                  (2) if the violation is as the result of an act of one of the
            Landlord parties, Tenant shall have the option to either (i) proceed
            to close on the purchase of the Premises with no diminution in the
            Purchase Price, in which event landlord shall remain liable with
            respect to such breach of Environmental Laws and Landlord shall
            diligently pursue the remediation thereof at Landlord's sole cost
            and expenses or (ii) cancel the Closing in which event the Lease
            shall remain in full force and effect except that there shall no
            longer be any Option rights of Tenant; or

                  (3) If the violation is the result of an act of one of the
            Tenant parties, Tenant shall proceed to close on the purchase of the
            Premises with no diminution in the Purchase Price and landlord shall
            be released by Tenant from any liability with respect to such breach
            of Environmental Laws.

      g.    In the event that following its exercise of the Option, Tenant
            defaults in its obligation to acquire the premises as herein
            provided and fails to cure such default within five (5) days of
            receipt from Landlord of notice of such default, then the Title
            Company shall deliver the Deposit to Landlord and Landlord's sole
            and exclusive remedy at law or in equity shall be to terminate
            Tenant's Option and to retain the Deposit as liquidated damages.

            THE PARTIES ACKNOWLEDGE THAT LANDLORD'S ACTUAL DAMAGES, IN THE EVENT
            TENANT DEFAULTS IN ITS OBLIGATION TO ACQUIRE THE PREMISES AS HEREIN
            PROVIDED, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
            DETERMINE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION BELOW,
            THE PARTIES ACKNOWLEDGE THAT THE LIQUIDATED DAMAGES AMOUNT HAS BEEN
            AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE
            OF LANDLORD'S ACTUAL DAMAGES IN THE EVENT TENANT DEFAULTS IN ITS
            OBLIGATION TO ACQUIRE THE PREMISES AS HEREIN PROVIDED. BY THEIR
            SEPARATELY EXECUTING THIS SECTION BELOW, LANDLORD AND TENANT
            ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THIS PROVISION
            COVERING THE LIQUIDATED DAMAGES AMOUNT AND THAT EACH PARTY WAS
            REPRESENTED BY

                                       27

<PAGE>

            COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES
            PROVISION AT THE TIME THE LEASE WAS EXECUTED.

      Landlord: ______ (initials)         Tenant: [ILLEGIBLE] (initials)
                                                  -----------


33.   GUARANTY. Upon execution and delivery of this Lease, Tenant will cause
      --------
      Covergys Corporation, an Ohio corporation, to execute and deliver to
      Landlord a guaranty in the form attached hereto as Exhibit F.
                                                         ---------

34.   EXHIBITS. This lease includes the following Exhibits, each of which is
      --------
      incorporated herein as if fully rewritten:

      Exhibit A    Work Letter

      Exhibit B    Legal description for the Land

      Exhibit C    CCR

      Exhibit D    List of Competitors

      Exhibit E    Westpointe Centre

      Exhibit F    Form of Guaranty

35.   MISCELLANEOUS.
      -------------

      A.    Tenant agrees to permit Landlord and the authorized representatives
            of Landlord to enter the Premises at all times during usual business
            hours upon prior notice, emergency situation excepted (at which time
            Landlord shall have the immediate right to enter the premises).

      B.    Tenant agrees that no disposition of Landlord's interest in the
            Premises shall of itself operate in any way to terminate Tenant's
            obligation to perform its undertakings under this lease in
            accordance with its terms.

      C.    The covenants and agreements herein contained shall bind and inure
            to the benefit of Landlord, its successors and assigns, and Tenant,
            its successors and assigns, provided that any required consent to
            any assignment hereof shall be had and obtained as hereinbefore set
            forth and subject to the provisions of Section 12.

      D.    Time is of the essence of this lease and all of its provisions.

      E.    Tenant shall not suffer or permit any mechanics' lien to be filed
            against the Premises or any part thereof by reason of work, labor,
            services, or materials performed or supplied or claimed to have been
            performed or supplied, whether prior to or subsequent to the date of
            this Lease, to Tenant or anyone holding the premises or any part
            thereof through or under Tenant. If any such mechanics' lien shall
            at any time be filed against the Premises, Tenant shall post a bond
            in the amount thereof or cause the same to be discharged of record
            within thirty (30)

                                       28

<PAGE>

            days after the date of filing the same and notice thereof has been
            given to Tenant. If Tenant shall fail to discharge or bond over such
            mechanics' lien within such period, then, in addition to any other
            right or remedy of Landlord, Landlord may, but shall not be
            obligated to, discharge the same by bond or by paying the amount
            claimed to be due without inquiry into the validity of the same and
            Tenant shall, immediately upon notice from landlord, reimburse
            Landlord for all such reasonable amounts paid. Tenant, however,
            shall have the right to contest such lien or liens provided that,
            within thirty (30) days after any such lien attaches to the
            Premises, and notice has been given to Tenant, it shall post a bond
            in the amount thereof and give notice to Landlord of its intention
            to contest the same and provided further that Tenant shall proceed
            to contest the validity or amount of such lien or liens by
            appropriate legal proceedings. Tenant hereby indemnifies Landlord
            from any cost, damage, loss or expense (including reasonable
            attorneys' fee) incurred by Landlord as a result of any mechanics'
            lien placed upon the Premises arising out of Tenant's work or
            actions or contested by Tenant. In accordance with the terms of the
            Lease and Section 713.10, Florida Statues, the interest of Landlord
            in the Premises shall not be subject to liens for improvements made
            by Tenant and Tenant shall so advise all contractors performing work
            at the request of Tenant at the Premises.

      F.    Landlord may transfer the Premises and any of its rights under this
            Lease. If Landlord assigns its rights under this Lease, then
            Landlord shall thereby be released from any further obligations
            hereunder arising after the date of transfer, provided that the
            assignee assumes Landlord's obligations hereunder in writing.

      G.    The liability of Landlord (and its partners, shareholders or
            members) to Tenant (or any person or entity claiming by, through or
            under Tenant) for any default by Landlord under the terms of this
            lease or any matter relating to or arising out of the occupancy or
            use of the Premises and/or the Building shall be recoverable only
            from the interest of Landlord in the Premises, and Landlord (and its
            partners, shareholders or members) shall not be personally liable
            for any deficiency.

      H.    TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH
            WAIVE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR
            WITH RESPECT TO THIS LEASE.

      I.    Radon is a naturally occurring radioactive gas that, when it has
            accumulated in a structure in sufficient quantities, may present
            health risks to persons who are exposed to it. Levels of radon that
            exceed Federal and State guidelines have been found in buildings in
            the State of Florida. Additional information regarding radon and
            radon testing may be obtained from the county public health unit.

      J.    If any clause or provision of this Lease is illegal, invalid, or
            unenforceable under present or future laws, then the remainder of
            this Lease shall not be affected thereby and in lieu of such clause
            or provision, 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

<PAGE>

      K.    This Lease has been a collaborative effort of Landlord, Tenant and
            their respective consultants and counsel. Then normal rule of
            construction that any ambiguities be resolved against the drafting
            party shall not apply to the interpretation of this lease or any
            exhibits or amendments hereto.

The undersigned have executed this Lease as of the date first above set forth.

                                            LANDLORD:



                                            WESTPOINT BUILDING NO. 1, L.L.C.
                                            a Delaware limited liability company


/s/ Gregory A. Ciambrone                   By: /s/ Gerald A. Piertka
-------------------------------------          ---------------------------------
Print Name: Gregory A. Ciambrone           Print Name: Gerald A. Piertka
            -------------------------                  -------------------------
                                           Title:       Member
                                                  ------------------------------
    /s/ Marc Poggid
-------------------------------------
Print Name:      Marc Poggid
            -------------------------


                                           TENANT:

                                           CONVERGYS CUSTOMER MANAGEMENT GROUP,
                                           INC. An Ohio corporation


/s/ Cathy Woods                            By: /s/ Ronald Schultz
-------------------------------------          ---------------------------------
Print Name: CATHY WOODS                    Print Name: RONALD SCHULTZ
            -------------------------                  -------------------------
                                           Title: PRESIDENT, CMC
                                                  ------------------------------
    /s/ Melanie Miles
-------------------------------------
Print Name:      Melanie Miles
            -------------------------

                                       30