EXHIBIT 10.56

                                  OFFICE LEASE

                                   - Between -

                                 SAW-BAN, LTD.,
                          a Florida limited partnership
                                   as Landlord

                                     - and-

                             TALK.COM HOLDING CORP.,
                           a Pennsylvania corporation
                                    as Tenant

                 Dated:          May 11, 2000
                        -----------------------------

<PAGE>
                                    INDEX TO

                                  OFFICE LEASE
<TABLE>
<CAPTION>

SECTION                                                                                                        PAGE
-------                                                                                                        ----

<S>                                                                                                         <C>
BASIC LEASE INFORMATION RIDER.....................................................................................i

         1.       PREMISES; COMMON AREAS........................................................................-1-
         2.       LEASE TERM; LEASE DATE........................................................................-1-
         3.       RENT..........................................................................................-1-
         4.       SECURITY DEPOSIT..............................................................................-4-
         5.       USE, EXCLUSIVE................................................................................-5-
         6.       INTENTIONALLY OMITTED.........................................................................-5-
         7.       ACCEPTANCE OF PREMISES; LANDLORD'S WORK; TENANT'S ADVANCE POSSESSION ..................       -5-
         8.       PARKING.......................................................................................-6-
         9.       BUILDING SERVICES.............................................................................-6-
         10.      SECURITY......................................................................................-8-
         11.      REPAIRS AND MAINTENANCE.......................................................................-8-
         12.      TENANT'S ALTERATIONS..........................................................................-9-
         13.      LANDLORD'S ADDITIONS AND ALTERATIONS.........................................................-10-
         14.      ASSIGNMENT AND SUBLETTING....................................................................-10-
         15.      TENANT'S INSURANCE COVERAGE..................................................................-12-
         16.      LANDLORD'S INSURANCE COVERAGE................................................................-13-
         17.      SUBROGATION..................................................................................-13-
         18.      DAMAGE OR DESTRUCTION BY CASUALTY............................................................-13-
         19.      CONDEMNATION AND EMINENT DOMAIN..............................................................-14-
         20.      LIMITATION OF LANDLORD'S LIABILITY; INDEMNIFICATION..........................................-15-
         21.      COMPLIANCE WITH ENVIRONMENTAL LAWS AND PROCEDURES:...........................................-15-
         22.      COMPLIANCE WITH LAWS AND PROCEDURES..........................................................-17-
         23.      RIGHT OF ENTRY...............................................................................-17-
         24.      DEFAULT......................................................................................-17-
         25.      LANDLORD'S REMEDIES FOR TENANT'S DEFAULT.....................................................-18-
         26.      LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT.............................................-18-
         27.      LIENS........................................................................................-19-
         28.      NOTICES......................................................................................-19-
         29.      MORTGAGE; ESTOPPEL CERTIFICATE; SUBORDINATION................................................-19-
         30.      ATTORNMENT AND MORTGAGEE'S REQUEST...........................................................-20-
         31.      TRANSFER BY LANDLORD.........................................................................-20-
         32.      SURRENDER OF PREMISES; HOLDING OVER..........................................................-20-
         33.      NO WAIVER; CUMULATIVE REMEDIES...............................................................-20-
         34.      WAIVER OF JURY TRIAL.........................................................................-21-
         35.      CONSENTS AND APPROVALS.......................................................................-21-
         36.      RULES AND REGULATIONS........................................................................-21-
         37.      SUCCESSORS AND ASSIGNS.......................................................................-21-
         38.      QUIET ENJOYMENT..............................................................................-21-
         39.      ENTIRE AGREEMENT.............................................................................-21-
         40.      MISCELLANEOUS................................................................................-21-
</TABLE>

                                                                      i
<PAGE>


EXHIBITS:
---------

Exhibit "A"      Legal Description of the Building and Parking Facilities
Exhibit  "A-1"   Floor Plan
Exhibit "B"      Work Letter Agreement
Exhibit "C"      Rules and Regulations
Exhibit "D"      Janitorial Specifications for the Premises provided by Landlord
Exhibit "E"      Irrevocable Letter of Credit

RIDERS:
-------
Expansion Option Rider
Right of First Refusal Rider
Satellite Dish/Antenna Rider

                                       ii
<PAGE>


                          BASIC LEASE INFORMATION RIDER

                                  OFFICE LEASE

Preamble
Page 1            Date of this Lease:          May 11                 , 2000
                                       -------------------------------
Preamble          Landlord: SAW-BAN, LTD., a Florida limited partnership
Page 1

Preamble          Tenant:  TALK.COM HOLDING CORP., a Pennsylvania corporation,
Page 1            and qualified to do business in the State of Florida.

Section 1         Premises: Entire  Second  Floor, subject  to  the Expansion
                  Option provided for in the
Page 1            Expansion Option Rider

Section 1         Net Rentable Area of Premises:  27,669 square feet
Page 1

Section 2         Lease Commencement Date:  Forty-five (45) days from the Date
                  of this Lease
Page 1

Section 2         Expiration Date:               May 10                  , 2007
                                    ---------------------------------
Page 1

Section 2         Lease Term:  84 consecutive calendar months, subject to the
                  Extension Option provided for in the
Page 1            Extension Option Rider

Section 2         Rent Commencement Date:  Forty-five (45) days from the Date of
                  this Lease
Page 1

Section 3         Base Rent:  $14.00 per rentable square foot of space in the
                  Premises, resulting in an initial Base Rent
Page 1            of $387,366.00 per Lease Year,  payable in equal monthly
                  installments  of $32,280.50 per month,  plus all applicable
                  taxes, subject to increases pursuant to the escalation
                  provisions of Section 3.(b).

Section 3         Tenant's Percentage Share:  26.23%,  subject to the Expansion
                  Options provided for in the Expansion
Page 2            Option Rider.

Section 3         Additional  Rent:  Estimated  for the calendar year 2000 to be
                  $8.00  per  rentable  square  foot,  but
Page  2           subject to adjustments  and  reconciliations,  all as provided
                  for in Section 3 of this Lease.

Sections

3, 4              Security Deposit Received:  $100,000.00 in the form of U.S.
                  cash, locally drawn cashier's or official
Page 4            bank check, wire transfer or an Irrevocable Letter of Credit
                  as provided for in Section 4.

                                       i
<PAGE>

Section 5         Use of Premises: General office use and long distance
                  telephone services call center
Page 5
                  Tenant's Address for Notices Prior to Lease Commencement Date:

                  Talk.Com Holding Corp.
                  12001 Science Drive, Suite 130
                  Orlando, Florida  32826
                  Attn:  _______________________

                  Tenant's Address for Notices After Lease Commencement Date:

                  Tenant
                  The Premises

                  With a copy (for informational purposes only) to:

                  Dreier & Baritz
                  150 East Palmetto Park Road
                  Boca Raton, FL 33432
                  Attention:  Neil S. Baritz, Esq.
                  ---------

                  Landlord's Address for Notices:

                  Saw-Ban, Ltd.
                  c/o Coldwell Banker Commercial - Brenner  Real Estate Group
                  3195 North Powerline Road, Suite 104
                  Pompano Beach, FL  33064
                  Attention: Scott Brenner, President

                  With a copy (for informational purposes only) to:

                  Proskauer Rose, LLP
                  Suite 340 West
                  2255 Glades Road
                  Boca Raton, Florida 33431

                  Attention: George A. Pincus, Esq.
                  ---------

Section 8         Number of Unassigned Parking Spaces in
Page 5            Uncovered Parking Area:  Six and one-half (6 1/2) spaces per
                  1,000 useable square feet

Section  8        Number of Reserved Parking Spaces in Uncovered Parking Area:
                  Five (5)
Page 6

Section 15        Amount of Commercial General Liability Insurance:
Page 12           $1,000,000.00

                                       ii

<PAGE>
Section 40        Tenant's Real Estate Broker:
Page 22

                  Miles Brokerage, Inc.
                  7890 Peters Road, Suite G-105
                  Plantation, FL  33324
                  Attn:  Daniel M. Feinstein

                  Landlord's Real Estate Broker:
                  Coldwell Banker Commercial - Brenner Real Estate Group
                  3195 N. Powerline Road, Suite 104
                  Pompano Beach, FL 33069

                  Certain of the  information  relating to the Lease,  including
many of the principal economic terms, are set forth in the foregoing Basic Lease
Information  Rider (the "BLI  Rider").  The BLI Rider and the Lease are, by this
reference,  hereby  incorporated  into one  another.  In the event of any direct
conflict  between the terms of the BLI Rider and the terms of the Lease, the BLI
Rider shall control.  Where the Lease simply  supplements the BLI Rider and does
not conflict directly therewith, the Lease shall control.

                  IN WITNESS  WHEREOF,  Landlord and Tenant have signed this BLI
Rider as of this 11 day of _____May___________, 2000.
                 --
Witnesses:                    "LANDLORD"
                               --------

                               SAW BAN, LTD., a Florida limited partnership

                               By: DIG USA, INC., a Florida corporation,
                                   general partner

                                   By:       /s/
                                      ---------------------------
                                   Its:      President
                                      ---------------------------
(As to Landlord)


                              "TENANT"
                               ------
                              TALK.COM HOLDING CORP., a Pennsylvania corporation


________________________      By:     Aloysius T. Lawn IV /s/
                                --------------------------------------

________________________      Its: Executive V-P - General Counsel and Secretary
                                                   -----------------------------
     (As to Tenant)

                                  OFFICE LEASE

         THIS  BUILDING  LEASE  (this  "Lease")  is made as of the _11th_ day of
____May________,   2000,  by  and  between  SAW-BAN,  LTD.,  a  Florida  limited
partnership ("Landlord"), and TALK.COM HOLDING CORP., a Pennsylvania corporation
authorized to do business in the State of Florida ("Tenant").

                                      iii
<PAGE>

                              W I T N E S S E T H:
                               - - - - - - - - - -

         1. PREMISES;  COMMON AREAS: Landlord leases to Tenant and Tenant leases
from Landlord the premises in the  commercial  office  building  located at 1401
N.W. 136th Avenue,  City of Sunrise,  County of Broward,  Florida (together with
the uncovered parking facilities  sometimes  collectively  referred to herein as
the "Building"),  legally described in Exhibit "A" , known by that certain suite
number set forth in the Basic Lease Information Rider (the "BLI Rider") attached
to the front of this Lease and  incorporated  into this Lease by this reference,
which  space is more  particularly  shown on the floor plan  attached  hereto as
Exhibit "A-1" and by this reference  incorporated  herein (the "Premises").  The
parties hereby agree that the Premises contain the number of net rentable square
feet set forth in the BLI Rider.  In  addition to the  Premises,  Tenant has the
right to use,  in common  with  others,  the  lobby,  public  entrances,  public
stairways and public  elevators of the Building if any. The common areas serving
the Building,  including those referenced above, the parking facilities, and all
others,  will at all  times be  subject  to  Landlord's  exclusive  control  and
management in accordance with the terms and provisions of this Lease.

         2. LEASE TERM; LEASE DATE: The lease term (the "Lease Term") is for the
period of time set forth in the BLI Rider,  commencing on the Lease commencement
date set forth in the BLI Rider (the  "Lease  Commencement  Date") and ending on
the Lease  expiration date set forth in the BLI Rider (the  "Expiration  Date").
Tenant's  obligation to pay all rent,  including Base Rent,  Additional Rent and
any other cost or charge due and  payable  by Tenant  hereunder,  (collectively,
"Rent"),  as such  terms  are  hereafter  defined,  will  commence  on the  rent
commencement date set forth in the BLI Rider (the "Rent Commencement Date"). For
purposes of this Lease,  "Lease  Year" shall mean and refer the period of twelve
(12)  calendar  months  commencing  on the  Lease  Commencement  Date,  and each
successive period of twelve (12) calendar months during the Lease Term.

         3.       RENT:
                  ----

                  (a) Base Rent;  Concession.  Tenant  will pay as the base rent
for the Premises (the "Base Rent") the amounts set forth in the BLI Rider,  with
same being payable without demand, setoff or deduction, in advance, on or before
the first day of each month,  in equal monthly  installments  of the amounts set
forth in the BLI Rider, plus applicable sales and other such taxes as are now or
later  enacted.  Notwithstanding  the  foregoing or any other  provision of this
Lease to the contrary  during the first eight (8)  calendar  months of the Lease
Term,  Tenant shall be obligated to pay only one-half (1/2) of the Base Rent due
and payable by Tenant  hereunder;  provided,  however,  if Tenant defaults under
this Lease, then Landlord shall have the right to seek, as part of damages, sums
equal to the amounts of Base Rent abated hereunder.

                  (b)  Escalations  to  Base  Rent.   Commencing  on  the  first
anniversary of the Rent Commencement Date, and on each subsequent anniversary of
the Rent Commencement Date (each such date an "Adjustment  Date"), the Base Rent
shall be increased  annually by  multiplying  the Base Rent in effect during the
prior Lease Year by one hundred three percent (103%).

                  (c)  Additional  Rent.  Tenant shall pay, as  additional  rent
("Additional  Rent"),  prorated  for that  part of the  Lease  Term  within  the
applicable  calendar  year,  Tenant's  Percentage  Share  ("Tenant's  Percentage
Share"),  as hereafter defined,  of the total amount of (i) the annual operating
expenses ("Operating Expenses"), as hereafter defined, and (ii) the annual taxes
("Taxes"),  for the  Building.  For all years  during the Lease  Term,  Landlord
shall,  in advance,  reasonably  estimate for each such  calendar year the total
amount of the Additional Rent.  One-twelfth  (1/12) of the estimated  Additional
Rent  (plus all  applicable  taxes due and  payable  on Rent,  now  existing  or
hereafter  enacted) shall be payable monthly,  along with the monthly payment of
the Base Rent.  Landlord  shall use its best efforts to make such estimate on or
before  January 1 of each calendar  year. On or before March 31 following a year
for which  Additional  Rent is payable  hereunder,  Landlord  shall use its best
efforts to provide Tenant with the amount of the actual  Additional Rent for the
previous  year,  and a  reasonable  breakdown  of the  items  included  therein,
together with an invoice for any  underpayments  of Additional  Rent (to be paid
within thirty (30) days  following  receipt of such  invoice,  or to be included

                                       4
<PAGE>

with the next monthly  payment of Rent,  whichever shall first occur) or a check
to Tenant to reimburse  Tenant for any  overpayment  of Additional  Rent.  For a
period of thirty (30) days after  receipt of the  aforedescribed  reconciliation
statements,  Tenant  shall  have  the  right,  upon  advance  notice,  to  visit
Landlord's office in the Building,  or such other location within Broward County
or Palm Beach County, Florida where Landlord maintains the books and records for
the  Building  in the event that  Landlord  does not  maintain  an office at the
Building,  during Business Hours, as hereafter defined, to inspect its books and
records  concerning  the  Additional  Rent.  The delivery of the  aforedescribed
projection  statement after January 1 and/or the  reconciliation  after March 31
shall not be  deemed a waiver of any of  Landlord's  rights  to  collect  monies
and/or a waiver of any of the duties and  obligations  of Tenant as described in
this section or as provided elsewhere in this Lease.

                  (d) Rent  Concession.  Notwithstanding  the  foregoing  or any
other  provision  of this  Lease to the  contrary  during  the  first  eight (8)
calendar  months  of the  Lease  Term,  Tenant  shall be  obligated  to pay only
one-half (1/2) of the Base Rent and one-half  (1/2) of any  Additional  Rent due
and payable by Tenant  hereunder;  provided,  however,  if Tenant defaults under
this Lease, then Landlord shall have the right to seek, as part of damages, sums
equal to the amounts of Base Rent and Additional Rent abated hereunder.

                  (e)      Definition of Material Terms.

                           (i) The term "Operating  Expenses" shall mean (1) any
and all  costs  of  ownership,  management,  operation  and  maintenance  of the
Building, including, without limitation,  wages, salaries,  professionals' fees,
taxes, insurance,  benefits and other payroll burdens of all employees, Building
management  fee,  janitorial  services for five (5) days per week,  maintenance,
security guard and other  services,  building  management  office rent or rental
value, power, fuel, water, waste disposal,  landscaping care, lighting,  garbage
removal, pest control, window cleaning,  system maintenance,  parking area care,
and any and all other  utilities,  materials,  supplies,  maintenance,  repairs,
insurance  applicable  to the  Building  and  Landlord's  personal  property and
depreciation on personal  property,  fees,  assessments and maintenance  charges
imposed by the property owners' association that governs the business park where
the Building is located, and (2) the cost (amortized over such reasonable period
as Landlord shall determine together with interest at the rate of twelve percent
(12%) per annum on the unamortized balance;  provided,  however, any assessments
imposed with respect to improvements  having a useful life of three (3) years or
more  shall be  amortized  over the  useful  life of such  improvements)  of any
capital  improvements  made to the  Building by Landlord  after the date of this
Lease that reduce other Operating  Expenses or which are made to the Building by
Landlord after the date of this Lease that are required  under any  governmental
law or regulation;  provided, however, that Operating Expenses shall not include
real property  taxes,  depreciation  on the Building other than  depreciation on
carpeting in public corridors and common areas, costs of tenants'  improvements,
real  estate  broker's  commissions,  interest  and  capital  items and costs of
repairs of any and all  structural  and/or latent  defects of the Building other
than  those  referred  to in  subsection  (2)  above.  Landlord  shall  maintain
accounting books and records in accordance with sound accounting principles.  In
determining the amount of Operating  Expenses for any calendar year, (i) if less
than  one-hundred  percent  (100%) of the Building  shall have been  occupied by
tenants and fully used by them,  Operating  Expenses  shall be  increased  to an
amount equal to the like operating  expenses which would normally be expected to
be incurred had such occupancy been one-hundred percent (100%) and had such full
utilization  been made  during  the  entire  period or (ii) if  Landlord  is not
furnishing  particular  work or  services  (the  cost of which if  performed  by
Landlord would  constitute an Operating  Expense) to a tenant who has undertaken
to perform such work or service in lieu of the performance  thereof by Landlord,
Operating  Expenses  shall be deemed to be  increased  by an amount equal to the
additional  expense which would reasonably have been incurred during such period
by Landlord had Landlord furnished such work or service to such tenant. Landlord
hereby agrees to deduct each year from the amount of the Operating  Expenses the
total  amount of any and all sums,  amounts or  charges  paid by Tenant or other
tenants of the Building  directly to Landlord or its agent for  specific  tenant
requested services.

                           (ii) The term "Taxes"  shall mean the gross amount of
all  impositions,  taxes,  assessments  (special or otherwise),  water and sewer
assessments  and other  governmental  liens or  charges  of any and every  kind,
nature and sort whatsoever, ordinary and extraordinary, foreseen and unforeseen,
and substitutes  therefor,  including all taxes whatsoever (except for taxes for
the following  categories  which shall be excluded from the definition of Taxes:
any  inheritance,  estate,  succession,  transfer  or gift  taxes  imposed  upon
Landlord  or any income  taxes  specifically  payable by

                                       5
<PAGE>

Landlord as a separate  tax-paying  entity without  regard to Landlord's  income
source as  arising  from or out of the  Building  and/or the land on which it is
located)  attributable  in any  manner  to the  Building,  the land on which the
Building is located or the rents  (however  the term may be defined)  receivable
therefrom,  or any part  thereof,  or any use thereon,  or any facility  located
therein or used in conjunction  therewith or any charge or other amount required
to be paid to any  governmental  authority,  whether or not any of the foregoing
shall be designated "real estate tax", "sales tax",  "rental tax", "excise tax",
"business tax", or designated in any other manner.

                           (iii) The term "Tenant's Percentage Share" shall mean
the percentage set forth in the BLI Rider.  Landlord and Tenant acknowledge that
Tenant's  Percentage  Share has been obtained by taking the net rentable area of
the Premises, which Landlord and Tenant hereby stipulate for all purposes is the
amount set forth in the BLI Rider,  and  dividing  such  number by the total net
rentable area of the Building,  which  Landlord and Tenant hereby  stipulate for
all purposes is 105,487 net rentable square feet, and multiplying  such quotient
by 100. In the event Tenant's Percentage Share is changed during a calendar year
by  reason  of a  change  in the net  rentable  area of the  Premises,  Tenant's
Percentage  Share shall  thereafter mean the result obtained by dividing the new
net  rentable  area of the  Premises  by 105,487  net  rentable  square feet and
multiplying  such quotient by 100 and for the purposes of Section 3.(b) Tenant's
Percentage  Share shall be  determined on the basis of the number of days during
such calendar year applicable to each such Tenant's Percentage Share.

                           (iv) The term  "Rent"  shall mean the sum of the Base
Rent and the  Additional  Rent and any other cost or charge  due and  payable by
Tenant under this Lease

                  (f)      Related Provisions.

                           (i) Tenant  covenants and agrees to pay a late charge
for any payment of Rent not  received by Landlord on or before the tenth  (10th)
day of each month and for any other  payment,  not  received  by  Landlord on or
before the date when same is due.  Said late charge  shall be computed  from the
first day of the month in the case of Rent and from the date when same is due in
the case of any other cost or charge due from  Tenant  hereunder.  The amount of
the late charge shall be an amount equal to the interest  accruing on the sum(s)
outstanding, with such interest commencing on the dates aforesaid, ending on the
date of receipt of the sum(s) by  Landlord  and having a rate equal to  eighteen
percent  (18%)  per  annum.  In the event  any late  charge is due to  Landlord,
Landlord shall advise Tenant in writing and Tenant shall pay said late charge to
Landlord along with and in addition to the next payment of Rent.

                           (ii)  Landlord  shall notify Tenant in writing of any
and all  adjustments to Base Rent. In addition to Base Rent and Additional  Rent
or any other Rent due under this Lease, Tenant shall and hereby agrees to pay to
Landlord  each month a sum equal to any sales tax,  tax on rentals and any other
similar charges now existing or hereafter  imposed,  based upon the privilege of
leasing the space leased  hereunder  or based upon the amount of rent  collected
therefor.

                           (iii)  If  Tenant's   possession   of  the   Premises
commences on any day other than the first day of the month,  Tenant shall occupy
the Premises  under the terms of this Lease and the pro rata portion of the Rent
shall be paid by  Tenant;  provided,  however,  that in such an event  the Lease
Commencement  Date,  for the  purposes of this Lease,  shall be deemed to be the
first day of the month  immediately  following the month in which  possession is
given.

                           (iv)  Additional  Rent for the  final  months of this
Lease is due and payable even though it may not be calculated  until  subsequent
to the Expiration Date of the Lease.  Tenant expressly agrees that Landlord,  at
Landlord's  sole  discretion,  may  apply the  Security  Deposit,  as  hereafter
defined,  in full or partial  satisfaction  of any  Additional  Rent due for the
final months of this Lease. If said Security  Deposit is greater than the amount
of any such Additional Rent and there are no other sums or amounts owed Landlord
by Tenant by reason of any other terms,  provisions,  covenants or conditions of
this Lease,  then Landlord shall refund the balance of said Security  Deposit to
Tenant as provided  herein.  Nothing  herein  contained  shall be  construed  to
relieve  Tenant,  or imply that Tenant is relieved,  of the liability for or the
obligation to pay any Additional  Rent due for the final months of this Lease by
reason of
                                       6
<PAGE>

the  provisions of this Section,  nor shall  Landlord be required first to apply
said  Security  Deposit to such  Additional  Rent if there are any other sums or
amounts  owed  Landlord  by Tenant by  reason  of any other  terms,  provisions,
covenants or conditions of this Lease.

         4.       SECURITY DEPOSIT:

                  (a) General.  Concurrently  with the  execution of this Lease,
Tenant has either (i)  deposited  with  Landlord the amount set forth in the BLI
Rider in the form of U.S. cash,  locally drawn  cashier's or official bank check
or wire  transfer  (the  "Cash  Deposit"),  or (ii)  provided  Landlord  with an
irrevocable  letter  of  credit  in the  amount  set  forth in the BLI Rider and
meeting  the  criteria  of  Section  4.(c)  below  (the  "Irrevocable  Letter of
Credit"),  as the  security  deposit (the  "Security  Deposit")  hereunder.  The
Security  Deposit  will be retained  by Landlord as security  for the payment by
Tenant of the Rent and for the faithful  performance  by Tenant of all the other
terms and  conditions  of this Lease.  In the event Tenant  fails to  faithfully
perform the terms and conditions of this Lease,  Landlord, at Landlord's option,
may at any time  apply the  Security  Deposit  or any part  thereof  toward  the
payment of the Rent and/or toward the performance of Tenant's  obligations under
this  Lease.  In such  event,  within  five (5) days after  notice,  Tenant will
deposit with Landlord or pay the banking institution that issued the Irrevocable
Letter of Credit cash sufficient to restore the Security Deposit to its original
amount.  Landlord  may (but is not  obligated  to) exhaust any or all rights and
remedies   against   Tenant   before   resorting   to  the   Security   Deposit.
Notwithstanding  the  foregoing  or any  other  provision  of this  Lease to the
contrary,  upon the  expiration of the 18th  consecutive  calendar  month of the
Lease Term (the "Security Deposit Expiration Date"), provided that Tenant is not
in default hereunder beyond any applicable cure or grace period prior to the end
of said 18th month and no condition exists as of the Security Deposit Expiration
Date  that  but for the  lapse of time  would be  deemed  a  default  by  Tenant
hereunder,  Landlord shall return the Cash Deposit to Tenant within fifteen (15)
days  of the  expiration  of the  Security  Deposit  Expiration  Date,  or,  the
Irrevocable  Letter of Credit shall be terminated,  as applicable.  In the event
that Tenant has defaulted  hereunder  beyond any applicable cure or grace period
prior to the end of the Security  Deposit  Expiration Date or a condition exists
as of the Security Deposit  Expiration Date that but for the lapse of time would
be deemed a default by Tenant hereunder,  then the Security Deposit shall remain
an obligation of Tenant hereunder for the remainder of the Lease Term.

                  (b) Cash Deposit.  Landlord will return the unused  portion of
the Cash Deposit, if any, to Tenant within thirty (30) days after the Expiration
Date if Tenant  is not in  violation  of any of the  provisions  of this  Lease.
Landlord will not be required to pay Tenant any interest on the Cash Deposit nor
hold same in a separate  account.  If Landlord  sells or  otherwise  conveys the
Building,  Landlord  will  deliver  the Cash  Deposit or the  unapplied  portion
thereof to the new owner.  Tenant  agrees that if  Landlord  turns over the Cash
Deposit or the unapplied  portion thereof to the new owner,  Tenant will look to
the new owner only and not to  Landlord  for its return upon  expiration  of the
Lease  Term.  If Tenant  assigns  this Lease with the  consent of  Landlord  (as
expressly  provided  for in this  Lease),  the Cash  Deposit  will  remain  with
Landlord  for the  benefit of the new tenant and will be returned to such tenant
upon the same conditions as would have entitled Tenant to its return.

                  (c) Irrevocable  Letter of Credit.  The Irrevocable  Letter of
Credit shall be in a form attached  hereto as Exhibit "E" and shall be issued by
a federally insured banking  institution  located in Broward County,  Palm Beach
County or Miami-Dade  County,  Florida,  acceptable  to Landlord (the  "Approved
Institution").  The  Irrevocable  Letter of Credit shall  provide that  Landlord
shall have the  absolute  right,  in the event Tenant is in default of the terms
and conditions of this Lease after the giving of any required  notice and beyond
any applicable cure or grace period,  and upon Landlord's demand to the Approved
Institution,  to receive  disbursements  pursuant to the  Irrevocable  Letter of
Credit.  Funds drawn under the Irrevocable  Letter of Credit shall be treated as
part of the Security  Deposit and shall be applied as provided in Section  4.(a)
above.

                                       7
<PAGE>

         5.       USE, EXCLUSIVE:

                  (a)  General  Office  Use.  Tenant  will  use and  occupy  the
Premises  solely for  general  office use and  solely for the  operation  of the
business  set  forth  in the BLI  Rider.  Tenant  acknowledges  that its type of
business,  as  above  specified,  is a  material  consideration  for  Landlord's
execution  of this Lease.  Tenant will not commit  waste upon the  Premises  nor
suffer or permit the  Premises or any part of them to be used in any manner,  or
suffer or permit  anything to be done in or brought into or kept in the Premises
or the  Building,  which  would:  (i) violate any law or  requirement  of public
authorities,  (ii) cause injury to the Building or any part thereof, (iii) annoy
or offend other tenants or their patrons or interfere with the normal operations
of HVAC,  plumbing or other mechanical or electrical  systems of the Building or
the elevators  installed therein,  (iv) constitute a public or private nuisance,
or (v) alter the appearance of the exterior of the Building or of any portion of
the interior  other than the Premises  pursuant to the provisions of this Lease.
Tenant agrees and  acknowledges  that Tenant shall be responsible  for obtaining
any special  amendments to the  certificate of occupancy for the Premises and/or
the  Building and any other  governmental  permits,  authorizations  or consents
required solely on account of Tenant's use of the Premises.

                  (b) Prohibited Uses.  Tenant hereby  represents,  warrants and
agrees that Tenant's business is not and shall not be used, (i) for the business
of photographic,  multilith or multigraph reproductions or offset printing; (ii)
for a retail  banking,  trust  company,  depository,  guarantee  or safe deposit
business open to the general public, (iii) as a savings bank, a savings and loan
company open to the general  public,  (iv) for the sale to the general public of
travelers checks, money orders, drafts, foreign exchange or letters of credit or
the  receipt of money for  transmission,  (v) as a stock  broker's  or  dealer's
office or for the underwriting or sale of securities open to the general public,
(vi) as a restaurant or bar or for the sale of confectionery,  soda,  beverages,
sandwiches,  ice  cream or baked  goods or for the  preparation,  dispensing  or
consumption  of food or beverages in any manner  whatsoever,  (vii) as a news or
cigar  stand,  (viii) as an  employment  agency,  labor union  office,  or music
studio,  school  (except for the training of employees of Tenant),  or (ix) as a
barber shop or beauty salon, nor shall Tenant's use conflict with any applicable
zoning or land use codes or laws applicable to the Building.

                  (c)  Exclusive  Use.  Provided  that  Tenant is not in default
under this Lease beyond any applicable  cure or grace period,  Tenant shall have
the  exclusive  right in the  Building to operate and conduct in the  Premises a
long  distance  telephone  services call center.  To that end,  during the Lease
Term, Landlord shall not be permitted to lease space in the Building to a tenant
such as  Sprint,  AT&T,  MCI or similar  operators  of long  distance  telephone
services call  centers.  Landlord is permitted to lease space in the Building to
call  center  operators  who are not  engaged  in the  long  distance  telephone
services business.

         6.       INTENTIONALLY OMITTED.

         7.       ACCEPTANCE  OF  PREMISES;  LANDLORD'S  WORK; TENANT'S ADVANCE
                  POSSESSION:

                  (a)  Improvements.  Improvements,  if  any,  to be made to the
Premises by Tenant shall be made in  accordance  with the Work Letter  Agreement
attached  hereto as Exhibit "B" and  incorporated  herein by this reference (the
"Work Letter  Agreement").  Improvements,  if any, to be made to the Premises by
Landlord are  specifically set forth in the Work Letter and there are no others.
All  improvements  made to the  Premises,  whether by Landlord  or Tenant,  will
become the  property  of Landlord  when  attached  to or  incorporated  into the
Premises. Such property will remain the property of Landlord upon termination of
this Lease.  The taking of possession  by Tenant (or any  permitted  assignee or
subtenant  of Tenant) of all or any portion of the  Premises  for the conduct of
business will be deemed to mean that Tenant has found the  Premises,  and all of
their fixtures and equipment, acceptable.

                  (b) Tenant's Advance Possession for Fixturing. For a period of
fifteen (15) days prior to the Lease  Commencement  Date,  Tenant shall have the
privilege of entering the  Premises,  rent free,  for the purpose of  installing
Tenant's leasehold  improvements,  fixtures and equipment and other construction
activities.  Tenant's activities shall not create unreasonable interference with
the  work of  Landlord,  and  Landlord's  work  shall  not  create  unreasonable
interference  with  Tenant's  work  during  said  15-day  period.  Tenant  shall
indemnify, defend, release and hold Landlord, its

                                       8
<PAGE>

agents,  employees,  contractors  and assignees,  if any,  harmless  against all
penalties,  damages,  claims or  demands  due to  personal  injury  incurred  by
Tenant's employees and agents in connection with Tenant's activities pursuant to
this Section 7.(b).  During said 15-day period, all terms and conditions of this
Lease,  other than the provisions related to Tenant's payment of Rent hereunder,
shall apply to Tenant.

         8.       PARKING:

                  (a)  Unassigned  Parking.  As long as Tenant is not in default
under  this  Lease,  Landlord  will  provide  Tenant  during the Lease Term with
unassigned,  nonexclusive  parking spaces in the parking areas for the number of
automobiles  set forth in the BLI  Rider in the  uncovered  parking  area of the
building (the "Unassigned Parking Areas").  Such parking spaces may be used only
by  principals,  employees  and the  business  invitees of Tenant  visiting  the
Premises of Tenant.

                  (b) Reserved Parking in Uncovered Parking Areas.  Tenant shall
be  entitled  to use of the number of reserved  parking  spaces  (the  "Reserved
Parking  Spaces") set forth in the BLI Rider,  which Reserved Parking Spaces are
located in the  uncovered  parking area of the Building  (the  "Covered  Parking
Area").

                  (c) Parking  Controls.  Landlord has and reserves the right to
alter the  methods  used to  control  parking  and the right to  establish  such
controls and rules and  regulations  (such as parking  stickers to be affixed to
vehicles) regarding parking that Landlord may deem desirable. Without liability,
Landlord  will have the right to tow or  otherwise  remove  vehicles  improperly
parked,  blocking  ingress or egress lanes,  or violating  parking rules, at the
expense of the offending tenant and/or owner of the vehicle.

         9.       BUILDING SERVICES:

                  (a) General. In general,  the services set forth below will be
provided by Landlord at a service  level set,  defined and regulated by Landlord
consistent with office buildings of similar quality to and in the same immediate
geographic  area as the Building.  During the Lease Term,  the regular  business
hours (the  "Business  Hours") of the  Building  will be 7:30 a.m. to 6:30 p.m.,
Monday through Friday, and on Saturday,  8:00 a.m. to 2:00 p.m., except holidays
generally  recognized  by state and federal  governments.  The Building  will be
accessible to Tenant, its subtenants, agents, servants, employees,  contractors,
invitees or  licensees  (collectively,  "Tenant's  Agents") at all times  during
Business  Hours.  Notwithstanding  the  foregoing,  Tenant shall be permitted to
access the Building and parking areas 24 hours per day during the Lease Term.

                  (b)      Specific Services Provided.

                           (i) Janitorial  Service.  Landlord  agrees to provide
during the Lease Term janitorial services for the Premises  customarily provided
in office  buildings of similar quality to and in the same immediate  geographic
area as the Building,  all as more particularly  described on Exhibit "D" hereto
and by this reference  incorporated herein.  Janitorial service will be provided
after  Business  Hours  at the  Building,  but no  janitorial  services  will be
provided on Saturdays,  Sundays and holidays  generally  recognized by state and
federal government.  Should Tenant require additional janitorial services beyond
those customarily provided by Landlord,  Tenant may request same in writing from
Landlord and if Landlord agrees to provide such services,  Tenant will be billed
for same by Landlord at a  reasonable  rate and those  costs and  expenses  when
billed will be as Rent due under this Lease.

                           (ii)  Electricity.  During the Lease  Term,  electric
power  will be  available  for the  purposes  of  lighting  and  general  office
equipment use in amounts consistent with Building standard electrical capacities
and will be separately metered for the Premises. Tenant shall be responsible for
all  payments to the  utility  authority  providing  electricity.  The  Building
standard  mechanical  and electrical  systems are designed to accommodate  loads
generated  by  lights  and  office  equipment  such  as  typewriters,  dictating
equipment,  photocopy equipment,  etc., up to the standard maximum capacities as
set forth in the Work Letter attached hereto as Exhibit "B". Tenant acknowledges
that Tenant's

                                       9
<PAGE>
intended  use of the  Premises  excludes  material  use of the  Premises  beyond
Business  Hours.  Material  use  shall be  deemed  to mean the  operation  of an
additional  "shift",  either  full or part time,  or use of the  Premises  after
Business  Hours in any way that may preclude or interfere  with the providing of
janitorial  services to the Premises.  In the event Tenant's use of the Premises
requires  more  electrical  power than set forth above,  whether by intensity of
use,  load or type of equipment,  Tenant may then be billed for such  additional
use and such  billings  will be billed to Tenant as Rent.  Landlord will utilize
Landlord's  customary  method of  billing  Tenant for  excess  electrical  power
consumption.  At Landlord's option,  Landlord,  at Tenant's expense, may have an
engineer  estimate Tenant's usage, and bill Tenant at standard utility rates for
the excess usage or install a submeter for the purposes of  monitoring  Tenant's
excess  power   consumption.   Landlord   and  Tenant   agree  that   Landlord's
implementation  of the electrical  monitoring  and billing  procedures set forth
herein shall in no way be  construed so as to deem  Landlord a private or public
utility company.  Landlord reserves the right, after Business Hours, to turn off
all  unnecessary  lighting  in the  unoccupied  areas  of the  Building  and the
Premises to minimize the energy  consumption  of the Building in both the common
areas and the Premises.

                           (iii)  HVAC  Services.  Landlord  agrees to  provide,
during  Business  Hours,  heating,  ventilating  and  air  conditioning  for the
purposes of comfort  control by way of an individual HVAC unit for the Premises.
Landlord  and Tenant agree that  Landlord's  HVAC system is not designed to cool
machinery  and  equipment.  Tenant  shall  obtain and  provide to  Landlord,  at
Tenant's sole cost and expense, a written service and maintenance  agreement for
the HVAC system at the Premises with a service  contracting  company  reasonably
acceptable  to Landlord.  Landlord  shall make  available to Tenant from time to
time a list of approved service  contractors.  Tenant shall provide to Landlord,
on an annual  basis,  renewals  of the  service  contract  for the HVAC  system.
Notwithstanding the foregoing,  Tenant shall, at Tenant's sole cost and expense,
have the right to install its own HVAC system for the Premises (the  "Additional
HVAC") and  install a separate  electrical  meter to meter the  Additional  HVAC
("Meter"). If installed, the Additional HVAC and Meter shall remain the property
of Landlord after the end of the Lease Term. Installation of the Additional HVAC
and Meter  shall be  treated  as an  Alteration  as defined in Section 12 below.
Landlord and Tenant shall work together,  within reason, to minimize  electrical
and/or  air  conditioning  charges  incurred  as a result of  Tenant's  business
operations.

                           (iv)  Water and  Sewer.  Landlord  agrees to  provide
municipally  supplied  cold water and sewer  services  to the  common  areas for
lavatory and non-commercial kitchen purposes.

                           (v) Elevator Service.  Landlord will provide elevator
service during Business Hours and, at Landlord's sole  discretion,  Landlord may
provide restricted elevator service during non-Business Hours.

                  (c) Interruption of Services. It is understood and agreed that
Landlord  does not warrant  that any of the services  referred to above,  or any
other services which Landlord may supply, will be free from interruption. Tenant
acknowledges that any one or more of such services may be suspended by reason of
accident or repairs,  alterations  or  improvements  necessary to be made, or by
strikes or lockouts,  or by reason of  operation of law, or other causes  beyond
the control of Landlord.  No such interruption or discontinuance of service will
be deemed an eviction or a  disturbance  of Tenant's use and  possession  of the
Premises or any part thereof, or render Landlord liable to Tenant for damages or
abatement of Rent or relieve Tenant from the responsibility of performing any of
Tenant's obligations under this Lease.

         10       SECURITY:
                  --------

                  (a) Landlord's Responsibility. Landlord shall: (1) install and
maintain as part of Operating  Expenses a system to reasonably control access to
the Building  (excluding  the  Premises),  which shall be monitored by a central
monitoring station on a twenty-four (24) hour basis.

                  (b) Tenant's  Responsibility.  Tenant shall:  (1) abide by all
policies, procedures and rules and regulations for use of the access system, (2)
report  promptly the loss or theft of all keys which would  permit  unauthorized
entrance to the Premises,  Building or parking areas, (3) report to Landlord the
employment  or discharge of  employees  and their  vehicle's  make,  model,  and
license  number,  (4) promptly report to Landlord  door-to-door  solicitation or
other  unauthorized  activity in the Building or parking areas, and (5) promptly
inform the  Landlord's  Building  manager  in the event of a  break-in  or other
emergency.

                                       10
<PAGE>

                  (c)  Interruption of Security.  Tenant  acknowledges  that the
above  security  provisions  may be  suspended  or modified at  Landlord's  sole
discretion or as a result of causes beyond the  reasonable  control of Landlord.
No such  interruption,  discontinuance  or modification of security service will
constitute an eviction,  constructive eviction, or a disturbance of Tenant's use
and possession of the Premises, and further, no interruption,  discontinuance or
modification  of  security  service  will  render  Landlord  liable to Tenant or
third-parties for damages, abatement of Rent, or otherwise, or relieve Tenant of
the responsibility of performing Tenant's obligations under this Lease.

         11       REPAIRS AND MAINTENANCE:

                  (a)  Landlord's  Responsibilities.   During  the  Lease  Term,
Landlord  shall define,  set, and maintain the level of repairs and  maintenance
for the Building, the common areas, and all other areas serving the Building, in
a manner  comparable  to  office  buildings  of  similar  quality  to and in the
immediate  geographic  area of the Building.  Landlord's  responsibilities  with
respect to this paragraph are as follows: (1) the structural and roof systems of
the  Building  and parking  areas,  (2) the  Building  standard  electrical  and
mechanical systems, (3) the primary water and sewer systems of the Building, (4)
the  Building  common  areas  and  the  common  area  furniture,  fixtures,  and
equipment,  (5) the landscaped areas in and about the Building,  (6) the parking
areas and (7) replacement of Building standard light bulbs in the common areas.

                  (b) Tenant's  Responsibilities.  During the Lease Term, Tenant
will repair and maintain the following at Tenant's expense:

                      (i)  The  interior  portion  of the  demising  walls,  the
interior partition walls of the Premises and their wall-covering,  and the entry
door to the Premises.

                      (ii) The electrical and mechanical  systems not considered
Building  standard which have been installed by either  Landlord or Tenant,  for
the  exclusive  use and  benefit  of  Tenant.  The  following  examples  are for
clarification and are not all inclusive:  (a) electrical  services for computers
or similar items,  (b) projection room equipment such as dimmers,  curtains,  or
similar items, (c) water closet plumbing, kitchen plumbing or similar items, (d)
HVAC for other than comfort  cooling in the Premises,  (e) security  systems for
the  Premises,  (f)  telephone  system for the  Premises;  and (g) other similar
systems.

                      (iii)  Except for the  janitorial  services,  if any,  set
forth in Section 11.(a) of this Lease,  the repair and  maintenance of the floor
covering of the Premises,  including VAT flooring,  ceramic tiles,  marble, wood
flooring,  or similar  coverings,  shall be performed by Landlord  upon Tenant's
request,  at Tenant's  expense,  and Tenant will be billed for same as Rent.  At
least once per year, if necessary,  Landlord  will clean  Tenant's  carpeting at
Tenant's expense to be billed to Tenant as Rent. Should  additional  cleaning be
requested by Tenant,  such  cleaning  will be available at Tenant's  expense and
will be billed to Tenant as Rent.

                      (iv) All cabinets and millwork  (regardless  of ownership)
so long as said  cabinets and millwork are for the  exclusive use and benefit of
Tenant.

                      (v) All other personal property, improvements or fixtures,
except  Building  standard  improvements  and those items  enumerated in Section
11.(a) hereof.  Those items to be repaired and maintained by Tenant include, but
are not  limited to, the  following:  (a) ceiling  tiles and ceiling  grid,  (b)
molding or other  woodwork  and  paneling,  (c) light  fixtures  and bulbs,  (d)
draperies,  blinds  or wall  hangings,  (e)  glass  partition  walls,  (f) water
closets, sinks and kitchen areas, (g) doors and locksets, and (h) vaults, safes,
or secured areas.  For the aforesaid  items,  Landlord may elect,  with Tenant's
approval  (which  approval  will not be  unreasonably  withheld) to maintain and
repair same at Tenant's expense and Tenant will be billed for same as Rent.

                  (c) Repairs and  Maintenance;  Miscellaneous.  Notwithstanding
any of the provisions of this Section 11 to the contrary, Landlord shall have no
responsibility  to repair or maintain the Building,  any of its components,

                                       11
<PAGE>

the common areas, the Premises, or any fixture,  improvement,  trade fixture, or
any item of personal  property  contained  in the  Building,  the common  areas,
and/or the Premises if such repairs or maintenance  are required  because of the
occurrence of any of the  following:  (i) the acts,  misuse,  improper  conduct,
omission  or  neglect  of Tenant or  Tenant's  Agents,  or (ii) the  conduct  of
business in the Premises.  Should  Landlord elect to make repairs or maintenance
occasioned by the occurrence of any of the  foregoing,  Tenant shall pay as Rent
all such costs and expenses incurred by Landlord.  Landlord shall have the right
to  approve  in  advance  all work,  repair,  maintenance  or  otherwise,  to be
performed under this Lease by Tenant and all of Tenant's repairmen, contractors,
subcontractors  and suppliers  performing  work or supplying  materials.  Tenant
shall  be  responsible  for  all  permits,   inspections  and  certificates  for
accomplishing  the above.  Tenant shall obtain lien waivers for all work done in
or to the Premises.

         12       TENANT'S ALTERATIONS:

                  (a)  General.  During  the  Lease  Term,  Tenant  will make no
alterations,  additions or  improvements  in or to the Premises,  of any kind or
nature,  including,  but not limited to, alterations,  additions or improvements
in,  to,  or on,  telephone  or  computer  installations  (any  and  all of such
alterations,  additions  or  improvements  offer for those set forth in the Work
Letter  attached hereto are  collectively  referred to in this Section 12 as the
"Alteration(s)"),  without the prior written consent of Landlord,  which consent
shall not be  unreasonably  withheld.  Should  Landlord  consent to any proposed
Alterations by Tenant,  such consent will be conditioned upon Tenant's agreement
to comply  with all  requirements  established  by  Landlord,  including  safety
requirements  and the matters  referenced in Section 20 of this Lease. As stated
herein,  all  Alterations  made hereunder will become  Landlord's  property when
incorporated  into or affixed to the Building.  However,  at  Landlord's  option
Landlord may, at the expiration of the Lease Term,  require Tenant,  at Tenant's
expense, to remove Alterations made by or on behalf of Tenant and to restore the
Premises to their original condition.

                  (b)      Alteration Fee.

                           (i) In connection with all Alterations other than the
Tenant  Improvements  constructed  pursuant  to  the  Work  Letter  (except  for
Alterations  deemed  a  Material  Change  pursuant  to  Section  2.3 of the Work
Letter), Tenant shall pay to Landlord as Additional Rent in connection with such
Alterations a fee (the  "Alteration  Fee") for its  supervision  and overhead in
connection with each such Alteration,  for Landlord's review and approval of all
plans  and  specifications  for such  Alteration,  for  Landlord's  construction
coordination  and monitoring of such  Alteration,  and for all other  reasonable
costs and  expenses  incurred by Landlord as a result of or in  connection  with
each such Alteration, an Alteration Fee as follows:

                               (1) If  the  total   construction   cost  of  the
                                   Alteration   is   $50,000.00   or  less,   an
                                   Alteration Fee of $500.00; or

                               (2) If  the  total   construction   cost  of  the
                                   Alteration  is greater  than  $50,000.00,  an
                                   Alteration Fee of $1,000.00.

                           (ii) Prior to making  any  Alteration,  Tenant  shall
submit to Landlord a  statement  of Tenant's  independent  architect,  if one is
employed,  or Tenant's contractor,  estimating the total cost of such Alteration
and the estimated time required to complete such Alteration.  The Alteration Fee
shall be  calculated  on the basis of such  estimate  and paid in equal  monthly
installments  during the course of the performance of the  Alteration,  together
with the monthly  installments  of Base Rent  thereafter  coming due. Within ten
business days after  completion of the Alteration,  Tenant shall pay to Landlord
the entire balance of the Alteration Fee if not theretofore paid in full.

                           (iii) Within ten (10) business days after  completion
of any  Alteration,  Tenant  shall  submit to Landlord a  statement  of Tenant's
independent  architect,  if one is employed, or Tenant's contractor,  certifying
the total cost of such  Alteration.  The  Alteration  Fee shall be adjusted,  if
necessary, based on the certification. If the Alteration Fee, as adjusted, shall
be greater than the amount  theretofore paid to Landlord by Tenant on account of
such Alteration Fee,  Tenant shall pay such deficiency  simultaneously  with the
delivery to Landlord of the certification,  which deficiency shall bear interest
at the annual rate (the  "Applicable  Rate") equal to two percent (2%) in excess
of the publicly  announced  prime (or  corporate  base) rate of interest then in
effect at Citibank,  N.A. (or its successors)  until paid if not paid within the

                                       12
<PAGE>

time required for the payment thereof.  If such Alteration Fee, as adjusted,  is
less than the amount  theretofore  paid to Landlord by Tenant on account of such
Alteration  Fee,  Landlord,  within  30 days  after  Landlord's  receipt  of the
certification,  shall pay to Tenant the amount of such overpayment.  If Landlord
shall  dispute the  statement  certifying  the total  costs of such  Alteration,
Landlord   shall  have  the  right,   within  30  days  after   receipt  of  the
certification,  to employ an independent  certified public  accountant to review
Tenant's books and records  relating to such  Alteration.  The  determination of
such  accountant  shall be  conclusively  binding  upon  the  parties,  and,  if
necessary,  the  Alteration  Fee shall be adjusted  accordingly  based upon such
determination.  If such determination  shall reveal that the Alteration Fee paid
on account of such  Alteration  shall  have been  understated  by more than five
percent  (5%),  then Tenant shall pay the fees of the  accountant  in connection
with such  review,  and the  payment to be made to  Landlord as a result of such
understatement shall bear interest at the Applicable Rate. Any adjustment in the
Alteration Fee,  together with interest  thereon at the Applicable Rate, as well
as any  payment  of the  fees of such  accountant,  shall be paid by  Tenant  to
Landlord as  additional  rent within ten business  days after such  accountant's
determination.

         13       LANDLORD'S  ADDITIONS AND ALTERATIONS:  Landlord has the right
to make changes in and about the Building and parking areas; provided,  however,
Landlord  shall  provide   reasonable   substitute   parking  during  Landlord's
construction of changes to the parking areas. Such changes may include,  but not
be limited to,  rehabilitation,  redecoration,  refurbishment and refixturing of
the Building and expansion of or structural  changes to the Building.  The right
of Tenant to quiet enjoyment and peaceful  possession given under the Lease will
not be deemed  breached  or  interfered  with by reason  of  Landlord's  actions
pursuant to this  paragraph  so long as such actions do not  materially  deprive
Tenant of its use and enjoyment of the Premises.

         14       ASSIGNMENT AND SUBLETTING:

                  (a) Prohibition on Assignment and  Subletting.  Neither Tenant
nor Tenant's legal representatives or successors in interest by operation of law
or otherwise  shall assign,  mortgage,  hypothecate  or otherwise  encumber this
Lease or enter into a sublease or license  agreement with respect to any portion
of the  Premises  or permit  all or any  portion of the  Premises  to be used by
others,  without the prior  written  consent of Landlord,  which  consent may be
granted by Landlord in accordance  with the terms and  conditions of this Lease;
provided,  however,  Landlord's  prior  consent  shall not be  required  for any
assignment  of this Lease to any related  entity or an affiliate of Tenant which
is controlled by,  controls or is under common  control as,  Tenant,  so long as
Tenant has provided Landlord with  documentation and other evidence to establish
said  related  company's  or  affiliate's  control  or common  control as may be
reasonably  required  by  Landlord.  Any  issuance  or  transfer of stock in any
corporate tenant or subtenant or any interest in any non-corporate entity tenant
or subtenant,  by sale, exchange,  merger,  consolidation,  operation of law, or
otherwise,  or creation of new stock or interests, by which an aggregate of more
than fifty (50%) percent of Tenant's stock or equity  interests  shall be vested
in one or more parties who are not  stockholders  or interest  holders as of the
date of this Lease, however accomplished, and whether in a single transaction or
in a series of related or unrelated transactions,  shall be deemed an assignment
of this  Lease.  This  subsection  shall not apply to sales of stock by  persons
other than those deemed "insiders" within the meaning of the Securities Exchange
Act of  1934 as  amended,  which  sales  are  effected  through  any  recognized
securities  exchange.  Any  modification  or  amendment  to any  sublease of any
portion of the Premises shall be deemed a further sublease of this Lease.

                  (b) Request for Consent. If Tenant requests Landlord's consent
to a specific assignment or sublease (a "Transfer"),  it shall submit in writing
to Landlord,  not later than thirty (30) days prior to any anticipated Transfer,
(i) the name and address of the proposed  assignee or subtenant  (the  "Proposed
Transferee"),  (ii) a duly  executed  counterpart  of the proposed  agreement of
assignment or sublease,  (iii)  reasonably  satisfactory  information  as to the
nature and  character  of the  business of the  Proposed  Transferee,  as to the
nature and  character of its proposed use of the Premises or portion  thereof to
be sublet,  and  otherwise  responsive  to the criteria set forth in  Subsection
14.(d) and (iv) banking,  financial, or other credit information relating to the
Proposed  Transferee  reasonably  sufficient  to enable  Landlord to  reasonably
determine the financial responsibility,  creditworthiness,  and character of the
Proposed Transferee.

                  (c)  Landlord's  Options.  Landlord  shall have the  following
options to be exercised  within  fifteen (15) business  days from  submission of
Tenant's request for Landlord's consent to a specific Transfer:

                                       13
<PAGE>

                           (i) If Tenant proposes to assign this Lease or sublet
all or  substantially  all of the  Premises,  Landlord  shall have the option to
cancel and  terminate  this Lease as of the proposed  commencement  date for the
transfer.

                           (ii) If any proposed  sublease shall be for less than
all or  substantially  all of the  Premises  or if it shall be for less than the
balance of the Lease  Term,  Landlord  shall have the  option of  canceling  and
terminating  this Lease only as to such portion of the Premises and such portion
of the Lease Term covered by the proposed sublease, effective as of the proposed
commencement date of the sublease.  If Landlord  exercises this option, all Rent
for the Premises shall be equitably  apportioned as of the commencement  date of
the sublease.

                  (d) Landlord's  Consent. If Landlord does not elect one (1) of
the  two  (2)  options  provided  in  Subsection  14.(c),   Landlord  shall  not
unreasonably  withhold  or delay its  consent to a proposed  Transfer.  Landlord
shall be deemed to have reasonably withheld its consent to any proposed transfer
unless all of the  following  conditions  have been  established  to  Landlord's
reasonable satisfaction:

                           (i) The Proposed Transferee has sufficient  financial
wherewithal  to  discharge  its  obligations  under this Lease and the  proposed
agreement of assignment or the sublease, as the case may be and as determined by
Landlord's  criteria for selecting Building Project tenants and has a net worth,
experience,  and  reputation  which is not less than the  greater of (1) the net
worth, experience,  and reputation which Tenant had on the Commencement Date, or
(2) the net worth, experience, and reputation of Tenant immediately prior to the
request for Landlord's consent to the proposed Transfer.

                           (ii) The Proposed  Transfer  shall not, in Landlord's
reasonable  judgment,  cause  physical  harm  to the  Building  or  harm  to the
reputation  of the Building  which would result in an  impairment  of Landlord's
ability to lease space in the  Building or a  diminution  in the rental value of
space in the Building.

                           (iii)  The  proposed  use  of  the  Premises  by  the
Proposed  Transferee  will be a use  permitted  under  this  Lease  and will not
violate any  restrictive  covenants or exclusive  use  provisions  applicable to
Landlord.

                           (iv) The Proposed  Transferee shall not be any person
or entity which shall at that time be a tenant,  subtenant, or other occupant of
any part of the Building Project, or who dealt with Landlord or Landlord's agent
(directly or through a broker) with respect to space in the Building  during the
six (6) months immediately preceding Tenant's request for Landlord's consent.

                           (v) The  proposed use of the Premises by the Proposed
Transferee will not require material alterations or additions to the Premises or
the Building Project to comply with applicable law or governmental  requirements
and will not negatively  affect insurance  requirements or impose  environmental
risks.

                           (vi) Any  mortgagee of the  Building  will consent to
the proposed Transfer.

                           (vii) There shall be no default by Tenant, beyond any
applicable grace period,  under any of the terms,  covenants,  and conditions of
this Lease at the time that Landlord's consent to any such transfer is requested
and on the date of the commencement of the term of any such proposed transfer.

Tenant expressly,  knowingly, and voluntarily waives any right, claim, or remedy
otherwise  available  to Tenant for money  damages  (nor shall  Tenant claim any
money damages by way of set-off,  counterclaim, or defense) based upon any claim
or assertion by Tenant that Landlord has  unreasonably  withheld or unreasonably
delayed its consent or approval to any proposed transfer pursuant to this Lease.
Tenant's  sole  remedy  in such an event  shall be to  institute  an  action  or
proceeding  seeking  specific  performance,  injunctive  relief,  or declaratory
judgment.

                  (e)  Overages.  If Tenant  effects any  transfer,  then Tenant
thereafter  shall pay to  Landlord a sum equal to (a) the Base Rent,  Additional
Rent, or any other  consideration  paid to Tenant by any transferee  which is in
excess of the Rent then  being paid by Tenant to  Landlord  under this Lease for
the  portion of the  Premises  so  assigned  or sublet (on a  pro-rated,  square
footage basis) , and (b) any other profit or gain (after deducting any necessary
expenses incurred)

                                       14
<PAGE>

realized by Tenant from the transfer.  The net rent, or other consideration paid
to  Tenant  shall be  calculated  by  deducting  from the gross  rent,  or other
consideration   reasonable  and  customary  real  estate  brokerage  commissions
actually paid by Tenant to third parties,  tenant improvement  allowances,  rent
concessions,  the actual cost of improvements to the Premises made by Tenant for
the transferee, and other direct out-of-pocket costs actually incurred by Tenant
in  connection  with  the  transfer  (so  long  as the  costs  are  commercially
reasonable and are commonly incurred by landlords in leasing similar space). All
sums payable by Tenant  pursuant to this paragraph  shall be payable to Landlord
as Rent immediately upon receipt by Tenant.

                  (f) No  Release.  Notwithstanding  Landlord's  consent  to any
Transfer,  Tenant shall remain liable to Landlord for the prompt and  continuing
payment of all forms of Rent,  payable under this Lease and the  performance  of
all other  covenants of this Lease.  Consent by Landlord to a transfer shall not
relieve Tenant from the obligation to obtain  Landlord's  written consent to any
further  transfer.  If Landlord  consents  to a transfer,  in no event shall any
permitted  transferee assign or encumber this Lease or its sublease,  or further
sublet all or any portion of its sublet space, or otherwise suffer or permit the
sublet  space or any part  thereof to be used or  occupied  by  others,  without
Landlord's prior written consent in each instance. If this Lease is nevertheless
assigned,  or the  Premises  are sublet or occupied by anyone other than Tenant,
Landlord may accept rent from such  assignee,  subtenant,  or occupant and apply
the  net  amount  thereof  to the  rent  reserved  in  this  Lease,  but no such
assignment,  subletting,  occupancy,  or  acceptance  of rent  shall be deemed a
waiver of the  requirement  for Landlord's  consent set forth in this section or
constitute a novation or otherwise  release  Tenant from its  obligations  under
this Lease.

         15       TENANT'S INSURANCE COVERAGE:

                  (a)  Required  Coverages.  Tenant  agrees  that,  at all times
during the Lease Term (as well as prior and subsequent  thereto if Tenant or any
of Tenant's  Agents should then use or occupy any portion of the  Premises),  it
will keep in force,  with an  insurance  company  licensed to do business in the
State of Florida  having a rating of "A-" and a financial  class of XI or better
by Best's  Insurance Key Rating Guide published by A.M. Best Company (i) without
deductible,  commercial  general  liability  insurance,  including  coverage for
bodily injury and death,  property  damage and personal  injury and  contractual
liability  as referred  to below,  in the amount of not less than the amount set
forth in the BLI Rider,  combined  single  limit per  occurrence  for injury (or
death)  and  damages to  property,  (ii) with  deductible  of not more than Five
Thousand Dollars ($5,000.00), insurance on an "All Risk or Physical Loss" basis,
including sprinkler leakage,  vandalism,  malicious mischief,  fire and extended
coverage,  covering all  improvements  to the Premises,  fixtures,  furnishings,
removable floor coverings, equipment, signs and all other decoration or stock in
trade, in the amounts of not less than the full replacement  value thereof,  and
(iii) workmen's compensation and employer's liability insurance,  if required by
statute.  Such  policies  will:  (i) include  Landlord and such other parties as
Landlord may reasonably  designate as additional  insured's,  (ii) be considered
primary  insurance,  (iii)  include  within  the  terms  of  the  policy  or  by
contractual   liability   endorsement   coverage  insuring  Tenant's   indemnity
obligations  under  Section 20, and (v)  provide  that it may not be canceled or
changed  without at least thirty (30) days prior written notice from the company
providing  such  insurance to each party  insured  thereunder.  Tenant will also
maintain throughout the Lease Term worker's compensation insurance with not less
than the minimum statutory limits of coverage.

                  (b)  Policy  Requirements.   The  insurance  coverages  to  be
provided by Tenant will be for a period of not less than one year. Prior to, and
as a condition of, the Lease  Commencement Date, Tenant will deliver to Landlord
original  certificates  of all  such  paid-up  insurance;  thereafter,  at least
fifteen (15) days prior to the  expiration  of any policy Tenant will deliver to
Landlord such original  certificates  as will evidence a paid-up  renewal or new
policy to take the place of the one expiring.

         16       LANDLORD'S INSURANCE COVERAGE:

                  (a) Required Coverages.  Landlord will at all times during the
Lease Term  maintain a policy or policies of  insurance  insuring  the  Building
against  loss or damage by fire,  explosion or other  hazards and  contingencies
typically  covered  by  insurance  for an amount  acceptable  to the  mortgagees
encumbering the Building. Landlord reserves the right to self insure.

                                       15
<PAGE>

                  (b)  Tenant  not to  Affect  Landlord's  Insurance  Coverages.
Tenant will not do or permit anything to be done upon or bring or keep or permit
anything to be brought or kept upon the Premises which will increase  Landlord's
rate of  insurance  on the  Building.  If by reason of the  failure of Tenant to
comply with the terms of this Lease,  or by reason of Tenant's  occupancy  (even
though permitted or contemplated by this Lease), the insurance rate shall at any
time be higher than it would  otherwise be, Tenant will  reimburse  Landlord for
that  part of all  insurance  premiums  charged  because  of such  violation  or
occupancy by Tenant. Tenant agrees to comply with any requests or recommendation
made by Landlord's insurance underwriter inspectors.

         17       SUBROGATION:

                  (a) Mutual Waiver of  Subrogation.  Each party will look first
to any  insurance in its favor before  making any claim  against the other party
for recovery for loss or damage  resulting from fire or other  casualty,  and to
the  extent  that such  insurance  is in force and  collectible.  To the  extent
permitted  by law,  each of Landlord and Tenant  hereby  waives and releases all
rights  of  subrogation  under  their  respective  all-risk  casualty  insurance
policies  required under this Lease. Each of Landlord and Tenant will cause each
such  insurance  policy to be  properly  endorsed  to  evidence  such waiver and
release of subrogation in favor of Landlord.

                  (b)  Tenant's  Improvements  and  Personal  Property.   Tenant
acknowledges that Landlord will not carry insurance on improvements,  furniture,
furnishings,  trade fixtures,  equipment installed in or made to the Premises by
or for  Tenant,  and  Tenant  agrees  that  Tenant,  and not  Landlord,  will be
obligated to promptly repair any damage thereto or replace the same.

         18       DAMAGE OR DESTRUCTION BY CASUALTY:

                  (a) Termination. If by fire or other casualty the Premises are
totally damaged or destroyed,  or the Building is partially damaged or destroyed
to the  extent of  twenty-five  per cent (25%) or more of the  replacement  cost
thereof  (even though the Premises may not be damaged),  Landlord  will have the
option of terminating this Lease or any renewal or extension  thereof by serving
written  notice  upon Tenant  within one hundred and twenty  (120) days from the
date of the  casualty  and any  prepaid  Rent will be prorated as of the date of
destruction  and the  unearned  portion of such Rent will be  refunded to Tenant
without interest.

                  (b) Election for Restoration. If by fire or other casualty the
Premises are damaged or partially  destroyed  to the extent of  twenty-five  per
cent (25%) or more of the replacement cost thereof and the provisions of Section
18.(a) above are not  applicable,  then (i) if the unexpired  Lease Term is less
than two (2)  years,  excluding  any  theretofore  unexercised  renewal  option,
Landlord may either  terminate this Lease by serving  written notice upon Tenant
within  twenty (20) days of the date of  destruction  or  Landlord  may elect to
restore  the  Premises,  or (ii) if the  unexpired  Lease  Term is more than two
years, including any previously exercised renewal option,  Landlord will restore
the Premises.

                  (c) Less than Major Damage.  If by fire or other  casualty the
Premises are damaged or partially  destroyed to the extent of substantially less
than twenty-five percent (25%) of the replacement cost thereof and the unexpired
Lease Term,  including any previously  exercised renewal option is more than two
years and the  provisions  of  Section  18.(a)  above are not  applicable,  then
Landlord will restore the Premises.

                  (d)  Apportionment  of Rent.  In the event of  restoration  by
Landlord, all Rent paid in advance shall be apportioned as of the date of damage
or destruction and all such Rent as above described thereafter accruing shall be
equitably and proportionately adjusted according to the nature and extent of the
destruction or damage, pending substantial completion of rebuilding, restoration
or repair.  In the event the destruction or damage is so extensive as to make it
unfeasible for Tenant to conduct Tenant's  business in the Premises,  Rent under
this  Lease will be  completely  abated  until the  Premises  are  substantially
restored by Landlord or until Tenant  resumes use and occupancy of the Premises,
whichever  shall first occur.  Landlord  will not be liable for any damage to or
any  inconvenience  or  interruption  of  business  of Tenant or any of Tenant's
Agents occasioned by fire or other casualty.

                                       16
<PAGE>

                  (e) Restoration.  Restoration, rebuilding or repairing will be
at Landlord's sole cost and expense,  subject to the  availability of applicable
insurance proceeds.  Landlord shall have no duty to restore,  rebuild or replace
Tenant's personal property and trade fixtures.  Notwithstanding  anything to the
contrary  in  this  Lease,  including,  but not  limited  to  this  Section  18,
Landlord's  obligation(s)  to repair,  rebuild or restore  the  Building  or the
Premises  shall  exist  only to the extent of  insurance  proceeds  received  by
Landlord, plus the amount of any applicable insurance deductible,  in connection
with the condition or event which gave rise to Landlord's  obligation to repair,
rebuild or restore.

         19       CONDEMNATION AND EMINENT DOMAIN:

                  (a) Substantial  Taking.  If all or a substantial  part of the
Premises  are taken for any public or  quasi-public  use under any  governmental
law,  ordinance or  regulation  or by right of eminent  domain or by purchase in
lieu thereof,  and the taking would prevent or materially interfere with the use
of the Premises  for the purpose for which they are then being used,  this Lease
will terminate and the Rent will be abated during the unexpired  portion of this
Lease  effective  on the date  physical  possession  is taken by the  condemning
authority. Tenant will have no claim to the condemnation award.

                  (b) Less Than  Substantial  Taking.  In the event a portion of
the Premises is taken for any public or quasi-public  use under any governmental
law,  ordinance or  regulation,  or by right of eminent domain or by purchase in
lieu thereof, and this Lease is not terminated as provided in paragraph A above,
Landlord  may,  at  Landlord's  expense,  restore  the  Premises  to the  extent
necessary to make them reasonably tenantable.  The Rent payable under this Lease
during the  unexpired  portion of the Lease  Term shall be  adjusted  to such an
extent as may be fair and reasonable under the circumstances.  Tenant shall have
no claim to the condemnation  award with respect to the leasehold estate but, in
a subsequent,  separate proceeding, may make a separate claim for trade fixtures
installed in the  Premises by and at the expense of Tenant and  Tenant's  moving
expense.  In no event will Tenant have any claim for the value of the  unexpired
Lease Term.

                  (c) Taking Affecting Building.  Notwithstanding the foregoing,
even if the Premises are not affected in whole or in part by a taking,  Landlord
will have the right to  terminate  this Lease  upon ten (10) days prior  written
notice to Tenant if a material  portion of the Building is taken by condemnation
or eminent domain  proceedings.  Upon any such termination,  Landlord and Tenant
will each be released from all further liability under this Lease.

         20       LIMITATION OF LANDLORD'S LIABILITY; INDEMNIFICATION:

                  (a) Tenant's Personal  Property.  All personal property placed
or moved into the  Building  will be at the sole risk of Tenant or other  owner.
Landlord  will not be liable to  Tenant  or others  for any  damage to person or
property  arising from  Environmental  Concerns,  as hereafter  defined,  theft,
vandalism, HVAC malfunction,  the bursting or leaking of water pipes, any act or
omission of any cotenant or occupant of the Building or of any other person,  or
otherwise.

                  (b)  Limitation  of  Liability.  Notwithstanding  any contrary
provision  of this Lease:  (i) Tenant will look solely (to the extent  insurance
coverage is not  applicable  or  available)  to the interest of Landlord (or its
successor as Landlord  hereunder)  in the Building for the  satisfaction  of any
judgment or other judicial process requiring the payment of money as a result of
any  negligence  or breach of this  Lease by  Landlord  or its  successor  or of
Landlord's   managing  agent   (including  any  beneficial   owners,   partners,
corporations  and/or others affiliated or in any way related to Landlord or such
successor or managing agent) and Landlord has no personal liability hereunder of
any kind,  and (ii)  Tenant's  sole right and remedy in any action or proceeding
concerning  Landlord's  reasonableness  (where the same is  required  under this
Lease) will be an action for declaratory judgment and/or specific performance.

                  (c)  Indemnity.  Tenant agrees to  indemnify,  defend and hold
harmless Landlord and its agents from and against all claims, causes of actions,
liabilities,   judgments,   damages,  losses,  costs  and  expenses,   including
reasonable  attorneys' fees and costs through all appeals,  incurred or suffered
by Landlord  and arising from or in any way  connected  with the Premises or the
use  thereof  or any  acts,  omissions,  neglect  or fault of  Tenant  or any of
Tenant's

                                       17
<PAGE>

Agents,  including,  but not  limited to, any breach of this Lease or any death,
personal  injury or property  damage  occurring  in or about the Premises or the
Building or arising from Environmental  Concerns,  as hereafter defined.  Tenant
will  reimburse  Landlord upon request for all costs incurred by Landlord in the
interpretation  and  enforcement  of any  provisions  of this  Lease  and/or the
collection of any sums due to Landlord  under this Lease,  including  collection
agency fees, and  reasonable  attorneys'  fees and costs,  regardless of whether
litigation is commenced,  and through all appellate  actions and  proceedings if
litigation is commenced.

         21       COMPLIANCE WITH ENVIRONMENTAL LAWS AND PROCEDURES:

                  (a)  Hazardous  Waste.  "Hazardous  Waste" shall mean toxic or
hazardous waste, pollutants or substances,  including,  without limitation,  bio
hazardous  materials,  medical waste,  asbestos,  PCBs,  petroleum  products and
by-products,  substances  defined  or listed as  "hazardous  substance",  "toxic
substance",  "toxic pollutant", or similarly identified substance or mixture, in
or pursuant to any "Environmental  Law".  "Environmental Law" shall include, but
is not limited to, the Comprehensive  Environmental  Response,  Compensation and
Liability Act of 1980, as amended,  42 U.S.C  .ss.9601,  et seq.,  the Hazardous
Materials   Transportation   Act,  49  U.S.C.ss.1802,   et  seq.,  the  Resource
Conservation  and Recovery Act, 42  U.S.C.ss.6901,  et seq., the Toxic Substance
Control Act of 1976, as amended, 15 U.S.C.ss. 2601, et seq., and the Clean Water
Act, 33 U.S.C.ss.  446 et seq., as amended.  The term  "Environmental  Law" also
includes,  but is not limited to, any present and then applicable federal, state
and local laws, statutes,  ordinances,  rules, regulations and the like, as well
as  common  law or  other  approval  of a  governmental  authority  relating  to
compliance  with  Environmental  Law by the Premises  requiring  notification or
disclosure of releases of Hazardous Substances to any governmental  authority or
other person or entity,  imposing  environmental  conditions or  requirements in
connection  with  permits  or other  authorization  for lawful  activity  at the
Premises.

                  (b)  Tenant's  Covenants.  Tenant  shall  not  manufacture  or
dispose  of any  Hazardous  Substances  at the  Premises  or  store  or use  any
Hazardous Substance at the Premises in such quantities, concentrations, forms or
levels,  or  otherwise  in a manner  which  is in  violation  of any  applicable
Environmental  Laws. Tenant shall comply with all  Environmental  Laws and other
ordinances and regulations applicable to the Premises, and shall promptly comply
with all  governmental  orders and directives for the correction  prevention and
abatement of any  violations  or nuisances in or upon,  or connected  with,  the
Premises,  all at  Tenant's  sole cost and  expense.  To the extent  that Tenant
generates any medical or biohazardous  waste in conjunction with Tenant's use of
the  Premises,  Tenant,  at Tenant's  sole cost and  expense,  shall  obtain and
maintain  throughout  the Lease  Term a service  contract  with a duly  licensed
medical or biohazardous  waste  transportation  and disposal company.  Copies of
such service  contract  shall be provided to Landlord each year during the Lease
Term.

                  (c)      Indemnification by Tenant.

                           (i) Environmental Contamination. Tenant hereby agrees
to indemnify  Landlord and hold  Landlord  harmless from and against any and all
losses, liabilities,  including strict liability,  damages, injuries,  expenses,
including  reasonable  attorneys' fees for attorneys of Landlord's choice, costs
of any settlement or judgment and claims of any and every kind whatsoever  paid,
incurred or suffered by, or asserted against Landlord by any person or entity or
governmental  agency for, with respect to, or as a direct or indirect result of,
the presence on or under, or the escape, seepage, leakage, spillage,  discharge,
emission or release from the Premises of any Hazardous Waste (including, without
limitation,  any  losses,  liabilities,  including  strict  liability,  damages,
injuries,  expenses,  including  reasonable  attorneys'  fees for  attorneys  of
Landlord's  choice,  costs of any  settlement or judgment or claims  asserted or
arising  under any  Environmental  Law,  and any and all other  statutes,  laws,
ordinances,  codes,  rules,  regulations,  orders or  decrees  regulating,  with
respect to or imposing  liability,  including  strict  liability,  substances or
standards of conduct  concerning  any  Hazardous  Waste),  regardless of whether
within Tenant's  control  provided that the foregoing was occasioned by the acts
or negligence of Tenant, its agents, employees or licensees.

                           (ii)   Continuing   Indemnification.   The  aforesaid
indemnification and hold harmless agreement shall benefit Landlord from the date
hereof and shall  continue  notwithstanding  any  termination of this Lease and,
without limiting the generality of the foregoing such obligations shall continue
for the benefit of Landlord and any subsidiary of Landlord  during and following
any possession of the Premises thereby or any ownership of the Premises

                                       18
<PAGE>

thereby,  whether  arising by eviction,  surrender by Tenant or otherwise,  such
indemnification and hold harmless agreement to continue forever.

                           (iii) Notice of  Environmental  Complaint.  If Tenant
shall receive any notice of: (1) the happening of any material  event  involving
the spill, release,  leak, seepage,  discharge or cleanup of any Hazardous Waste
at the Premises or in connection with Tenant's  operations  thereon;  or (2) any
complaint,  order,  citation  or material  notice with regard to air  emissions,
water discharges or any other  environmental,  health or safety matter affecting
Tenant (an  "Environmental  Complaint")  from any person or entity,  then Tenant
immediately shall notify Landlord orally and in writing of said notice.

                  (d) Landlord's Reserved Rights.  Landlord shall have the right
but not the obligation (and without  limitation of Landlord's  rights under this
Lease) to enter onto the Premises or to take such other actions as it shall deem
necessary or advisable to clean up,  remove,  resolve or minimize the impact of,
or otherwise  deal with,  any such Hazardous  Waste or  Environmental  Complaint
following  receipt of any notice from any person or entity  having  jurisdiction
asserting  the existence of any Hazardous  Waste or an  Environmental  Complaint
pertaining to the Premises or any part thereof which,  if true,  could result in
an order,  suit or other action against Tenant and/or which,  in Landlord's sole
opinion,  could  jeopardize its security under this Lease.  All reasonable costs
and  expenses  incurred by Landlord in the  exercise of any such rights shall be
payable by Tenant upon demand as Rent if same were  occasioned by the activities
of Tenant, its employees or licensees.

                  (e)  Environmental  Audits. If Landlord shall have good reason
to believe that Hazardous  Waste has been  discharged on the Premises by Tenant,
its  employees  or  licensees,  Landlord  shall  have  the  right,  in its  sole
discretion, to require Tenant to perform periodically to Landlord's satisfaction
(but not more frequently than annually unless an  Environmental  Complaint shall
be then outstanding), at Tenant's expense, an environmental audit and, if deemed
necessary by Landlord,  an  environmental  risk assessment of: (a) the Premises;
(b) Hazardous  Waste  management  practices  and/or (c) Hazardous Waste disposal
sites  used  by  Tenant.  Said  audit  and/or  risk  assessment  must  be  by an
environmental consultant reasonably satisfactory to Landlord. Should Tenant fail
to perform any such  environmental  audit or risk assessment  within thirty (30)
days  after  Landlord's  request,  Landlord  shall  have the  right to retain an
environmental consultant to perform such environmental audit or risk assessment.
All costs and expenses incurred by Landlord in the exercise of such rights shall
be secured by this Lease and shall be payable by Tenant upon demand as Rent.

                  (f)  Breach.  Any breach of any  warranty,  representation  or
agreement  contained  in this  Section  shall be an Event of  Default  and shall
entitle  Landlord to  exercise  any and all  remedies  provided in this Lease or
otherwise permitted by law.

                  (g) Radon Gas. In  accordance  with Florida Law, the following
disclosure is hereby made:

                  RADON GAS:  Radon is a  naturally  occurring  radioactive  gas
                  that,  when it has  accumulated  in a building  in  sufficient
                  quantities, may present health risk to persons who are exposed
                  to it over time. Levels of radon that exceed Federal and State
                  Guidelines have been found in buildings in Florida. Additional
                  information  regarding radon and radon testing may be obtained
                  from your county public health unit.

         22       COMPLIANCE  WITH LAWS AND  PROCEDURES:  Tenant  will  promptly
comply  with  all  applicable   laws,   guidelines,   rules,   regulations   and
requirements,  whether of federal,  state,  or local  origin,  applicable to the
Premises and the Building,  including those for the  correction,  prevention and
abatement of nuisance,  unsafe  conditions,  or other grievances arising from or
pertaining to the use or occupancy of the Premises.  Accordingly,  Tenant agrees
that Tenant and Tenant's  Agents shall comply with all operation and maintenance
programs and guidelines implemented or promulgated from time to time by Landlord
or its  consultants,  including,  but not limited to, those matters set forth in
subsections (b) and (c) below,  in order to reduce the risk to Tenant,  Tenant's
Agents  or any other  tenants  of the  Building  of  injury  from  Environmental
Concerns.  Notwithstanding the foregoing,  except for changes and alterations to
the  Building  and  Premises  necessitated  due to Tenant's  specific use of the
Premises, Landlord shall be responsible for those changes and alterations to the
Building required by any applicable federal,  state and local laws,  guidelines,
rules,  regulations and requirements  related to handicap access,  which changes
Landlord has received notice from the applicable


                                       19
<PAGE>

governmental  authority that they are in need of being made, including,  without
limitation, the federal Americans with Disabilities Act.

         23       RIGHT OF ENTRY: Landlord and its agents will have the right to
enter the Premises during all reasonable hours to make necessary  repairs to the
Premises.  In the event of an  emergency,  Landlord  or its agents may enter the
Premises at any time,  without  notice,  to appraise  and correct the  emergency
condition. Said right of entry will, after reasonable notice, likewise exist for
the purpose of removing placards,  signs,  fixtures,  alterations,  or additions
which do not conform to this  Lease.  Landlord or its agents will have the right
to exhibit the Premises at any time to  prospective  tenants  within one hundred
and eighty days (180) before the Expiration Date of the Lease.

         24       DEFAULT:

                  (a) Events of Default.  If (1) Tenant  vacates or abandons the
Premises  prior  to the  Expiration  Date  in  contravention  of the  terms  and
provisions  of this  Lease,  or (2) Tenant  fails to fulfill any of the terms or
conditions of this Lease or any other Lease  heretofore made by Tenant for space
in the Building or (3) any execution or attachment is issued  against  Tenant or
taken or  occupied  by someone  other than  Tenant,  or (4) Tenant or any of its
successors or assigns or any guarantor of this Lease  ("Guarantor")  should file
any voluntary  petition in  bankruptcy,  reorganization  or  arrangement,  or an
assignment  for the benefit of creditors or for similar relief under any present
or future  statute,  law or  regulation  relating to relief of  debtors,  or (5)
Tenant  or any  of  its  successors  or  assigns  or  any  Guarantor  should  be
adjudicated bankrupt or have an involuntary petition in bankruptcy filed against
it, or (6) Tenant  shall  permit,  allow or suffer to exist any lien,  judgment,
writ,  assessment,  charge,  attachment or execution upon Landlord's or Tenant's
interest in this Lease or to the Premises, and/or the fixtures, improvements and
furnishings located thereon; then, Tenant shall be in default hereunder.

                  (b  Tenant's Grace Periods. If (1) Tenant fails to pay Rent on
the date due or (2) Tenant fails to cure any other default  within ten (10) days
after written notice from Landlord specifying the nature of such default (unless
such default is of a nature that it cannot be  completely  cured within said ten
(10) day period and steps have been  diligently  commenced  to cure or remedy it
within  such ten (10) day  period and are  thereafter  pursued  with  reasonable
diligence  and in good faith),  then  Landlord  shall have such  remedies as are
provided under this Lease and/or under the laws of the State of Florida.

                  (c  Repeated Late  Payment.  Regardless of the number of times
of Landlord's  prior  acceptance of late  payments  and/or late charges,  (i) if
Landlord  notifies Tenant two (2) times in any 6-month period that Base Rent has
not been paid when due, then any other late payment  within such 6-month  period
shall automatically  constitute a default hereunder and (ii) the mere acceptance
by Landlord of late payments in the past shall not, regardless of any applicable
laws to the contrary, thereafter be deemed to waive Landlord's right to strictly
enforce this Lease, including Tenant's obligation to make payment of Rent on the
exact day same is due, against Tenant.

         25.      LANDLORD'S REMEDIES FOR TENANT'S DEFAULT:

                  (a Landlord s Options.  If Tenant is in default of this Lease,
Landlord  may,  at its  option,  in  addition  to such other  remedies as may be
available under Florida law:

                           (i   terminate  this  Lease  and  Tenant's  right  of
possession; or

                           (ii   terminate  Tenant's right to possession but not
the Lease and/or  proceed in accordance  with any and all  provisions of Section
25.(b) below.

                  (b       Landlord's Remedies.

                           (i  Landlord may without  further  notice reenter the
Premises  either  by  force  or  otherwise  and  dispossess  Tenant  by  summary
proceedings; and/or at Landlord's option,

                                       20
<PAGE>

                           (ii  All Rent for the  balance of the Term  will,  at
the  election  of  Landlord,  be  accelerated  and the full amount of same shall
become  immediately  due  thereupon  and be paid,  together with all expenses of
every nature which  Landlord may incur such as (by way of  illustration  and not
limitation) those for attorneys' fees, brokerage,  advertising, and refurbishing
the Premises in good order or preparing them for re-rental; and/or at Landlord's
option,

                           (iii   Landlord  may re-let the  Premises or any part
thereof, either in the name of Landlord or otherwise,  for a term or terms which
may at Landlord's option be less than or exceed the period which would otherwise
have  constituted  the balance of the Lease Term,  and may grant  concessions or
free rent or charge a higher rental than that reserved in this Lease;  and/or at
Landlord's option,

                           (iv   Tenant or its legal representative(s) will also
pay to Landlord as  liquidated  damages any  deficiency  between the Rent hereby
reserved  and/or  agreed  to be paid and the net  amount,  if any,  of the rents
collected  on account of the lease or leases of the  Premises  for each month of
the period which would otherwise have constituted the balance of the Lease Term.

         26. LANDLORD'S RIGHT TO PERFORM FOR TENANT'S  ACCOUNT:  If Tenant fails
to observe  or  perform  any term or  condition  of this Lease  within the grace
period, if any, applicable thereto, then Landlord may immediately or at any time
thereafter  perform  the same for the account of Tenant.  If Landlord  makes any
expenditure or incurs any obligation for the payment of money in connection with
such performance for Tenant's account (including  reasonable attorneys' fees and
costs in  instituting,  prosecuting  and/or  defending  any action or proceeding
through  appeal),  the sums  paid or  obligations  incurred,  with  interest  at
eighteen percent (18%) per annum,  will be paid by Tenant to Landlord within ten
(10) days after rendition of a bill or statement to Tenant.  In the event Tenant
in the  performance  or  non-performance  of any term or condition of this Lease
should cause an emergency  situation to occur or arise within the Premises or in
the  Building,  Landlord  will  have all  rights  set  forth  in this  paragraph
immediately without the necessity of providing Tenant any advance notice.

         27.      LIENS:

                  (a Statutory  Construction Lien Notice. In accordance with the
applicable  provisions  of the Florida  Construction  Lien Law and  specifically
Florida Statutes,  ss. 713.10, no interest of Landlord whether  personally or in
the Premises,  or in the underlying land or Building of which the Premises are a
part  or the  leasehold  interest  aforesaid  shall  be  subject  to  liens  for
improvements made by Tenant or caused to be made by Tenant  hereunder.  Further,
Tenant  acknowledges  that Tenant,  with respect to  improvements or alterations
made by Tenant or caused to be made by Tenant  hereunder,  shall promptly notify
the  contractor  making such  improvements  to the  Premises  of this  provision
exculpating Landlord's liability for such liens.

                  (b  No   Liens.   Notwithstanding   the   foregoing,   if  any
construction lien or other lien, attachment,  judgment,  execution, writ, charge
or encumbrance is filed against the Building or the Premises or this  leasehold,
or any alterations,  fixtures or improvements therein or thereto, as a result of
any work  action or  inaction  done by or at the  direction  of Tenant or any of
Tenant's Agents, Tenant will discharge same of record within ten (10) days after
the filing thereof, failing which Tenant will be in default under this Lease. In
such event, without waiving Tenant's default, Landlord, in addition to all other
available rights and remedies, without further notice, may discharge the same of
record by payment, bonding or otherwise, as Landlord may elect, and upon request
Tenant  will  reimburse  Landlord  for all costs and  expenses  so  incurred  by
Landlord plus interest thereon at the rate of eighteen percent (18%) per annum.

         28.      NOTICES:  Notices to Tenant under this Lease will be addressed
to Tenant and mailed or delivered to the address set forth for Tenant in the BLI
Rider.  Notices to  Landlord  under this Lease (as well as the  required  copies
thereof)  will be addressed to Landlord (and its agents) and mailed or delivered
to the address set forth in the BLI Rider.  Notices will be personally delivered
or given by registered or certified  mail,  return  receipt  requested.  Notices
delivered  personally  will be  deemed  to have  been  given  as of the  date of
delivery and notices given by mail will be deemed to have been given forty-eight
(48) hours after the time said properly  addressed notice is placed in the mail.
Each party may change its address  from time to time by written  notice given to
the other as specified above.

                                       21
<PAGE>

         29.      MORTGAGE; ESTOPPEL CERTIFICATE; SUBORDINATION:

                  (a Mortgage of the  Building.  Landlord  has the  unrestricted
right to convey,  mortgage and  refinance  the  Building,  or any part  thereof.
Tenant  agrees,  within seven (7) days after  notice,  to execute and deliver to
Landlord  or its  mortgagee  or  designee  such  instruments  as Landlord or its
mortgagee may require, certifying the amount of the Security Deposit and whether
this Lease is in full force and  effect,  and listing  any  modifications.  This
estoppel  certificate  is  intended  to be for  the  benefit  of  Landlord,  any
purchaser or mortgagee of Landlord,  or any  purchaser or assignee of Landlord's
mortgage.  The estoppel  certificate will also contain such other information as
Landlord or its designee may request.

                  (b Subordination.  This Lease shall not be subordinated to any
mortgage,  including any renewal  modification,  consolidation,  replacement  or
extension thereof, which at any time encumbers Landlord's interest in this Lease
and/or in the  Premises or Building;  unless and until Tenant has received  from
the holder of such mortgage a non-disturbance agreement executed by such holder,
in a form  acceptable  to such  holder.  Landlord  shall use its best efforts to
obtain from the holder of any mortgage  encumbering the Premises as of the Lease
Commencement  Date, a  non-disturbance  agreement  executed by such holder, in a
form  acceptable to such holder.  Tenant hereby agrees to give any holder of any
first mortgage on the Building,  by registered or certified  mail, a copy of any
default notice served upon Landlord by Tenant  provided Tenant has been provided
advance written notice of the name and address of such first mortgage holder.

         30.      ATTORNMENT AND MORTGAGEE'S REQUEST:

                  (a  Attornment.  If any  mortgagee of the Building  comes into
possession  or ownership of the  Premises,  or acquires  Landlord's  interest by
foreclosure of the mortgage or otherwise,  upon the  mortgagee's  request Tenant
will attorn to the mortgagee.

                  (b Estoppel  Certificate.  Tenant agrees that within seven (7)
days after  request by any  mortgagee  of the  Building,  Tenant  will  execute,
acknowledge  and  deliver  to the  mortgagee  a  notice  in form  and  substance
satisfactory to the mortgagee,  setting forth such  information as the mortgagee
may require with respect to this Lease  and/or the  Premises.  If for any reason
Tenant does not timely comply with the  provisions of this Section,  Tenant will
be deemed to have  confirmed that this Lease is in full force and effect with no
defaults  on the part of either  part and without any right of Tenant to offset,
deduct or withhold any Rent.

         31.      TRANSFER BY LANDLORD:  If Landlord's  interest in the Building
terminates by reason of a bonafide sale or other  transfer,  Landlord will, upon
transfer of the Security  Deposit to the new owner,  thereupon be released  from
all further liability to Tenant under this Lease.

         32.      SURRENDER OF PREMISES; HOLDING OVER:

                  (a Expiration Date. Tenant agrees to surrender the Premises to
Landlord  on the  Expiration  Date (or  sooner  termination  of the  Lease  Term
pursuant to other  applicable  provisions  hereof) in as good  condition as they
were at the  commencement  of Tenant's  occupancy,  ordinary wear and tear,  and
damage by fire and windstorm excepted.

                  (b Restoration.  In all events,  Tenant will promptly  restore
all damage caused in connection with any removal of Tenant's personal  property.
Tenant will pay to Landlord,  upon request, all damages that Landlord may suffer
on account of Tenant's failure to surrender possession as and when aforesaid and
will indemnify Landlord against all liabilities,  costs and expenses  (including
all reasonable  attorneys'  fees and costs if any) arising out of Tenant's delay
in so delivering possession.

                  (c  Improvements.  Upon  expiration of the Lease Term,  Tenant
will not be required to remove from the Premises Building standard items, all of
such  Building  standard  items are the  property of Landlord.  However,


                                       22
<PAGE>

should  Tenant,  prior to the  expiration  of the Lease Term or during the Lease
Term,  install or cause to be installed  fixtures,  trade fixtures or any tenant
improvements in excess of Building  standard,  Landlord shall have the option of
retaining  same or requiring  Tenant to remove same.  Should  Landlord  elect to
cause Tenant to remove such items,  the cost of removal of same, upon Landlord's
election  and  notice to Tenant,  shall be at  Tenant's  sole cost and  expense.
Landlord has no obligation to compensate Tenant for any items which are required
hereunder to remain on or with the Premises.

                  (d  Holdover  Rent.  Without  limiting  Landlord's  rights and
remedies,  if Tenant holds over in possession of the Premises  beyond the end of
the Lease Term, during the holdover period the Rent will be double the amount of
the Rent due and payable for the last month of the Lease Term.

                  (e Offer of Surrender.  No offer of surrender of the Premises,
by delivery to Landlord or its agent of keys to the Premises or otherwise,  will
be binding on Landlord unless accepted by Landlord,  in writing,  specifying the
effective  surrender of the Premises.  At the  expiration or  termination of the
Lease Term,  Tenant shall  deliver to Landlord all keys to the Premises and make
known to Landlord the location and combinations of all locks,  safes and similar
items.

         33. NO WAIVER;  CUMULATIVE REMEDIES: No waiver of any provision of this
Lease by either party will be deemed to imply or constitute a further  waiver by
such party of the same or any other provision hereof. The rights and remedies of
Landlord under this Lease or otherwise are cumulative and are not intended to be
exclusive  and the use of one will not be taken to  exclude  or waive the use of
another,  and  Landlord  will be  entitled  to pursue all  rights  and  remedies
available  to  landlords  under the laws of the State of Florida.  Landlord,  in
addition  to all  other  rights  which  it may have  under  this  Lease,  hereby
expressly  reserves all rights in  connection  with the Building or the Premises
not expressly and specifically granted to Tenant under this Lease. Provided that
Landlord does not unreasonably  disrupt  Tenant's  business  operations,  Tenant
hereby  waives all claims for damages,  loss,  expense,  liability,  eviction or
abatement it has or may have against Landlord on account of Landlord's  exercise
of its reserved rights, including, but not limited to, Landlord's right to alter
the existing name, address, style or configuration of the Building or the common
areas, signage, suite identifications,  parking facilities,  lobbies,  entrances
and exits, elevators and stairwells.

         34. WAIVER OF JURY TRIAL: TO THE EXTENT PERMITTED BY LAW, TENANT HEREBY
WAIVES: (A) JURY TRIAL IN ANY ACTION OR PROCEEDING  REGARDING A MONETARY DEFAULT
BY TENANT AND/OR LANDLORD'S RIGHT TO POSSESSION OF THE PREMISES,  AND (B) IN ANY
ACTION OR PROCEEDING BY LANDLORD FOR MONIES OWED BY TENANT AND/OR  POSSESSION OF
THE  PREMISES,  THEN TENANT  WAIVES THE RIGHT TO  INTERPOSE  ANY  CROSSCLAIM  OR
COUNTERCLAIM  (EXCEPT A  MANDATORY  CROSSCLAIM  OR  COUNTERCLAIM  IF THE SAME IS
PROVIDED FOR PURSUANT TO FLORIDA LAW). HOWEVER,  THE FOREGOING WILL NOT PROHIBIT
TENANT FROM BRINGING A SEPARATE LAWSUIT AGAINST LANDLORD.

         35. CONSENTS AND APPROVALS:  If Tenant requests  Landlord's  consent or
approval  under this Lease,  and if in connection  with such  requests  Landlord
deems it necessary to seek the advice of its attorneys,  architects and/or other
experts,  then Tenant  shall pay the  reasonable  fee of  Landlord's  attorneys,
architects  and/or other experts in connection  with the  consideration  of such
request and/or the preparation of any documents pertaining thereto.

         36.  RULES  AND  REGULATIONS:  Tenant  agrees to abide by all rules and
regulations  attached  hereto as  Exhibit  "C" and  incorporated  herein by this
reference, as reasonably amended and supplemented from time to time by Landlord.
Landlord will not be liable to Tenant for violation of the same or any other act
or omission by any other tenant.

         37.  SUCCESSORS AND ASSIGNS:  This Lease will be binding upon and inure
to the benefit of the  respective  heirs,  personal  and legal  representatives,
successors and permitted assigns of the parties hereto.

         38. QUIET  ENJOYMENT:  In accordance  with and subject to the terms and
provisions  of this Lease,  Landlord  warrants that it has full right to execute
and to perform under this Lease and to grant the estate demised and that Tenant,
upon Tenant's  payment of the required Rent and  performing of all of the terms,
conditions,  covenants,  and

                                       23
<PAGE>

agreements  contained in this Lease,  shall peaceably and quietly have, hold and
enjoy the Premises during the full Lease Term.

         39.  ENTIRE  AGREEMENT:  This  Lease,  together  with  the  BLI  Rider,
exhibits,  schedules,  addenda  and  guaranties  (as  the  case  may  be)  fully
incorporated  into this Lease by this reference,  contains the entire  agreement
between the parties hereto regarding the subject matters  referenced  herein and
supersedes  all prior oral and written  agreements  between them  regarding such
matters.  This Lease may be modified  only by an agreement in writing  dated and
signed by Landlord and Tenant after the date hereof.

         40.      MISCELLANEOUS:

                  (a Cross Default. If Tenant has a lease for other space in the
Building,  any  default by Tenant  under such  lease will  constitute  a default
hereunder.

                  (b  Severability;  Choice  of  Law;  Venue.  If  any  term  or
condition of this Lease or the application thereof to any person or circumstance
is, to any extent, invalid or unenforceable, the remainder of this Lease, or the
application  of such term or  condition to persons or  circumstances  other than
those as to which it is held  invalid or  unenforceable,  is not to be  affected
thereby and each term and condition of this Lease is to be valid and enforceable
to the  fullest  extent  permitted  by law.  This  Lease  will be  construed  in
accordance  with the laws of the State of Florida.  Venue for any action arising
out of this Lease shall be Palm Beach County, Florida.

                  (c NO  OFFER.  SUBMISSION  OF THIS  LEASE TO  TENANT  DOES NOT
CONSTITUTE  AN OFFER,  AND THIS  LEASE  BECOMES  EFFECTIVE  ONLY UPON THE MUTUAL
EXECUTION  AND DELIVERY BY BOTH  LANDLORD AND TENANT AND THE PAYMENT TO LANDLORD
OF ANY SECURITY DEPOSITS OR ADVANCE RENT REQUIRED HEREUNDER.

                  (d  Integration.  Tenant  acknowledges  that it has not relied
upon any statement,  representation,  prior or  contemporaneous  written or oral
promises, agreements or warranties, except such as are expressed herein.

                  (e Personal Property Taxes. Tenant will pay before delinquency
all taxes assessed  during the Lease Term against any occupancy  interest in the
Premises or  personal  property of any kind owned by or placed in, upon or about
the Premises by Tenant.

                  (f  Pre-Lease   Commencement   Occupancy.   If  Tenant,   with
Landlord's  consent,  occupies  the  Premises or any part  thereof  prior to the
beginning of the Lease Term,  all provisions of this Lease will be in full force
and effect  commencing upon such occupancy,  and Base Rent and Additional  Rent,
where applicable, for such period will be paid by Tenant at the same rate herein
specified.

                  (g Brokers Each party  represents and warrants that it has not
dealt with any agent or broker in connection  with this  transaction  except for
the agents or brokers  specifically  set forth in the BLI Rider with  respect to
each Landlord and Tenant. If either parties'  representation and warranty proves
to be untrue,  such party will  indemnify  the other party against all resulting
liabilities,  costs, expenses,  claims, demands and causes of action,  including
reasonable   attorneys'  fees  and  costs  through  all  appellate  actions  and
proceedings, if any. The foregoing will survive the end of the Lease Term.

                  (h No Recording.  Neither this Lease nor any memorandum hereof
will be recorded by Tenant.

                  (i Landlord's  Consents.  Whenever under this Lease Landlord's
consent  or  approval  is  expressly  or  impliedly  required,  the  same may be
arbitrarily withheld unless or except as otherwise specified herein.

                  (j No  Partnership.  Nothing  contained in this Lease shall be
deemed by the parties hereto or by any third party to create the relationship of
principal and agent,  partnership,  joint  venturer or any  association  between

                                       24
<PAGE>

Landlord and Tenant,  it being expressly  understood and agreed that neither the
method of computation of Rent nor any other  provisions  contained in this Lease
nor any act of the  parties  hereto  shall be deemed to create any  relationship
between Landlord and Tenant other than the relationship of landlord and tenant.

                  (k Construction of Certain Terms;  Headings.  Whenever in this
Lease the context allows, the word "including" will be deemed to mean "including
without  limitation".  The headings of articles,  sections or paragraphs are for
convenience only and shall not be relevant for purposes of interpretation of the
provisions of this Lease.

                  (l No-Air Rights.  This Lease does not create, nor will Tenant
have, any express or implied  easement for or other rights to air, light or view
over or about the Building or any part thereof.

                  (m  Delegation  by  Landlord.  Any  acts  to be  performed  by
Landlord under or in connection  with this Lease may be delegated by Landlord to
its managing agent or other authorized person or firm.

                  (n  Construction.  This  Lease  shall  not  be  more  strictly
construed  against  either party hereto by reason of the fact that one party may
have drafted or prepared any or all of the terms and  provisions  hereof.  It is
acknowledged that each of the parties hereto has been fully represented by legal
counsel and that each of such legal counsel has contributed substantially to the
content of this Lease.

                  (o Confidentiality  of Terms.  Landlord and Tenant acknowledge
that the terms and  provisions of this Lease have been  negotiated  based upon a
variety of factors,  occurring at a coincident point in time, including, but not
limited to: (i) the individual principals involved and the financial strength of
Tenant, (ii) the nature of Tenant's business and use of the Premises,  (iii) the
current leasing market place and the economic conditions affecting rental rates,
(iv) the present and projected tenant mix of the Building, and (v) the projected
juxtaposition of tenants on the floor(s) upon which the Premises are located and
the floors within the Building. Therefore, recognizing the totality, uniqueness,
complexity and interrelation of the aforementioned factors, the Tenant agrees to
use its best efforts not to  disseminate in any manner  whatsoever,  (whether by
word of mouth,  mechanical  reproduction,  physical  tender or by any  manner of
visual or aural  transmission  or review) the terms and conditions of this Lease
to third parties who could in any way be  considered  presently or in the future
as  prospective  tenants  for this or any other  leasehold  property  with which
Landlord  may be  involved.  Notwithstanding  the  foregoing,  Tenant  shall  be
entitled to make  reference  and/or  disclose the terms and  conditions  of this
Lease only in any filing with the  Securities  Exchange  Commission or any state
securities regulatory body.

                  (p Parties  Bound.  If more than one person or entity is named
herein as Tenant,  their liability  hereunder will be joint and several. In case
Tenant is a corporation or limited liability company,  Tenant (a) represents and
warrants that this Lease has been duly authorized, executed and delivered by and
on behalf of Tenant and constitutes the valid and binding agreement of Tenant in
accordance  with the terms  hereof,  and (b) Tenant shall deliver to Landlord or
its agent,  concurrently  with the  delivery of this Lease,  executed by Tenant,
certified resolutions of the board of directors (and shareholders,  if required)
or managers  (and  members,  if required)  authorizing  Tenant's  execution  and
delivery of this Lease and the performance of Tenant's obligations hereunder. In
case Tenant is a  partnership,  Tenant  represents  and warrants that all of the
persons who are general or managing  partners in said  partnership have executed
this  Lease on  behalf of  Tenant,  or that this  Lease  has been  executed  and
delivered pursuant to and in conformity with a valid and effective authorization
therefor by all of the general or managing partners of such partnership,  and is
and constitutes the valid and binding  agreement of the partnership and each and
every partner  therein in accordance  with its terms. It is agreed that each and
every  present  and future  partner  in Tenant  shall be and remain at all times
jointly and severally liable  hereunder and that neither the death,  resignation
or withdrawal of any partner,  nor the subsequent  modification or waiver of any
of the terms and  provisions of this Lease,  shall release the liability of such
partner  under the terms of this  Lease  unless  and until  Landlord  shall have
consented in writing to such release.

                  (q Proposed  Use.  Landlord  has made no  inquiries  about and
makes no  representations  (express  or  implied)  concerning  whether  Tenant's
proposed  use of the  Premises is  permitted  under  applicable  law,  including
applicable

                                       25
<PAGE>

zoning  law;  should  Tenant's  proposed  use be  prohibited,  Tenant  shall  be
obligated to comply with applicable law and this Lease shall nevertheless remain
in full force and effect.

                  (r No  Relocation of Tenant.  Landlord  agrees not to relocate
Tenant during the Lease Term.

                  (s Signage.  Tenant may,  at Tenant's  sole cost and  expense,
install  an  identification  sign  within or  adjacent  to the  entrance  of the
Premises and on the monument sign located on the Southeast  corner of Landlord's
property  provided  such  design has the prior  approvals  of  Landlord  and the
property owners'  association which governs the business park where the Building
is located,  as well as conforms to the graphic  standards of the  Building.  In
addition, subject to the remaining terms of this Section 40.(s), Landlord hereby
grants to Tenant a right,  at  Tenant's  sole cost and  expense,  and subject to
applicable  law, to erect a sign on the  exterior  facade of the  Building  (the
"Building  Sign") so long as the Building  Sign's design has the prior approvals
of  Landlord  (not to be  unreasonably  withheld or  delayed)  and the  property
owners'  association  which  governs  the  business  park where the  Building is
located,  as well as conforms  to the graphic  standards  of the  Building  (the
"Building  Sign  Option").  The Building Sign Option is a one-time  right,  only
exercisable  provided  that,  at the time Tenant is  entitled  to  exercise  the
Building  Sign  Option,  Tenant  is not in  default  of this  Lease  beyond  any
applicable  cure or grace period and Tenant  occupies a majority of space in the
Building  (on a rentable  square foot basis),  as compared to all other  tenants
leasing space in the Building. During the Lease Term, if and when 75% of the net
rentable  square feet of the  Building has been leased (the  "Occupancy  Rate"),
Landlord  shall notify Tenant in writing (the  "Building  Sign Notice") that the
Building has achieved the Occupancy Rate and whether Tenant  occupies a majority
of space in the Building (on a rentable square foot basis).  Tenant acknowledges
that the Building  Sign Option has been granted to other tenants in the Building
and will be  exercisable  only by that tenant which occupies a majority of space
in the Building when the Occupancy  Rate is achieved.  Tenant further agrees and
acknowledges that, based on the square footage of other tenants in the Building,
it is  possible  that  Tenant may never  occupy a  majority  of the space in the
Building.  In the event that  Tenant  does occupy a majority of the space in the
Building,  Tenant  shall have a period of fifteen (15) days from the date of the
Building  Sign Notice to elect,  by written  notification  delivered to Landlord
within such fifteen (15) day period, whether it shall exercise its Building Sign
Option.  If Tenant  wishes to exercise the Building  Sign Option and so delivers
written notice to Landlord  within the aforesaid  fifteen (15) day period,  then
Tenant  shall  erect  the  Building  Sign  within  180 days from the date of the
Building Sign Notice.  If Tenant no longer has the Building Sign Option pursuant
to other  provisions of this Section  40.(s) or the Lease,  or fails to properly
exercise  within the fifteen (15) day  exercise  period or fails to complete the
installation  of the  Building  Sign  within  the 180  days  of the  date of the
Building  Sign  Notice,  then the  Building  Sign Optiont  shall  thereupon  and
thereafter be null, void and of no further force or effect.  Landlord and Tenant
acknowledge  and agree that time is of the essence for Tenant's  exercise of the
Building Sign Option. Landlord is not obligated to notify Tenant of any upcoming
need to timely  exercise the Building Sign Option other than to notify tenant as
set forth in this  Section.  Tenant  shall be  responsible  for all  repairs and
restoration  of the  Building  and  the  monument  sign  arising  from  Tenant's
installation  of any and  all of the  signage  under  this  Section,  including,
without  limitation,  the Building Sign. Landlord shall maintain in the lobby of
the  Building,  a directory  which shall  include the name of the Tenant and any
other  names  reasonably  requested  by Tenant in  proportion  to the  number of
listings given to other tenants of the Building.

                            [EXECUTION PAGE FOLLOWS]

                                       26
<PAGE>

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

Witnesses:                 .  "LANDLORD"
                               --------


                              SAW BAN, LTD., a Florida limited partnership

                              By:  DIG USA,  INC., a Florida corporation,
                                   general partner


_________________________     By:              /s/
                                   ---------------------------------

_________________________     Its:              President
     (As to Landlord)              --------------------------------


                              "TENANT"
                               ------

                              TALK.COM HOLDING CORP., a Pennsylvania
                              Corporation

________________________      By: Aloysius T. Lawn IV /s/
                                   ----------------------------

________________________      Its: Executive V-P - General Counsel and Secretary
                                   --------------------------------------------

                                 27
<PAGE>


                                   EXHIBIT "A"

            LEGAL DESCRIPTION OF THE BUILDING AND PARKING FACILITIES
            --------------------------------------------------------
                                 (As to Tenant)


                                       1

 <PAGE>

                                  EXHIBIT "A-1"
                                   FLOOR PLAN


<PAGE>
                                   EXHIBIT "B"

                              WORK LETTER AGREEMENT

                  THIS WORK  LETTER  AGREEMENT  (this  "Agreement")  is made and
entered  into this 11 day of May , 2000,  between  Landlord  and Tenant.  In the
event  of any  inconsistencies  between  this  Agreement  and  the  Lease  dated
concurrently  herewith to which this  Agreement is attached as Exhibit "B", this
Agreement shall control.  Capitalized terms used in this Agreement shall, unless
otherwise specifically set forth herein, have the same meanings as in the Lease.

                              W I T N E S S E T H:
                               - - - - - - - - - -

                  WHEREAS,  Landlord and Tenant have  executed a Lease this date
and,  in  connection  therewith,  are  entering  into  this  Agreement  for  the
construction of certain leasehold improvements of and to the Premises referenced
in the Lease;

                  WHEREAS,  (i) Landlord will be responsible  for delivering the
Building with certain  structural,  mechanical,  electrical and other systems in
good  working  order,  as provided in the Lease,  and (ii) Tenant shall employ a
general   contractor  to  undertake   construction  of  the  Tenant's  leasehold
improvements,  including,  without  limitation,  architectural  and space plans,
permit fees,  HVAC,  and interior  finishes of the Premises (all such work being
collectively referred to herein as the "Tenant Improvements").

                  WHEREAS,  the parties agree and acknowledge that, for purposes
of this  Agreement  only,  the  Premises  contain  25,511  usable (as opposed to
rentable  as referred  to in the Lease)  square  feet of space.  Nothing in this
Agreement,  however,  shall be deemed to modify or amend the  provisions  of the
Lease  dealing  with the net  rentable  square  footage of the  Premises  of the
Building.

         NOW,  THEREFORE,  for TEN & NO/100 DOLLARS  ($10.00) and other good and
valuable  considerations,  receipt and adequacy of which is hereby acknowledged,
Landlord and Tenant agree as follows:

                                    SECTION 1
                                    RECITALS

         1.1      Landlord  and Tenant agree to the recitals set forth above and
                  acknowledge  that each of same is true and correct and by this
                  reference is hereby incorporated into this Agreement.

                                    SECTION 2
                 PLANS AND SPECIFICATIONS; THE CONTRACTOR; HVAC

         2.1      Tenant  shall cause a licensed  Florida  architect of Tenant's
                  selection ("Tenant's  Architect") and such other duly licensed
                  professionals   as   required   to   prepare  a  space   plan,
                  construction  budget  (including all  architectural  and space
                  planning  costs)  (the  "Construction  Budget"),  construction
                  plans,  specifications  and working  drawings for the proposed
                  Tenant Improvements  (collectively all such items are referred
                  to herein as the "Preliminary  Plans").  The Preliminary Plans
                  shall  reflect the Tenant  Improvements  to the Premises to be
                  made in compliance  with all applicable  zoning,  land use and
                  building  codes  applicable  to the Building so that:  (1) all
                  required   building  permits  can  be  obtained,   based  upon
                  submittal of the Final Working  Drawings (as defined below) to
                  the appropriate  governmental  authority,  (2) upon the proper
                  completion   of   the   Tenant   Improvements   all   required
                  certificates  of occupancy  can be issued by the  governmental
                  authority having jurisdiction over such matters, and (iii) the
                  Premises
                                       1
<PAGE>
                  are  built  out  and   decorated  in  a  first  class  manner.
                  Notwithstanding  the  foregoing,  Tenant's  choice of Tenant's
                  Architect  shall  be  subject  to  Landlord's   prior  written
                  consent, which shall not be unreasonably withheld or delayed.

         2.2      Within ten (10)  business  days of  Landlord's  receipt of the
                  Preliminary  Plans,  Landlord  shall  either (i) approve  such
                  Preliminary  Plans in writing  (in which case the  Preliminary
                  Plans shall be deemed to be the "Final  Working  Drawings" for
                  the Tenant  Improvements),  or (ii) Landlord shall  disapprove
                  the Preliminary  Plans,  with specific  written  objections to
                  same.  Landlord shall be reasonable in its review and approval
                  or disapproval  of the  Preliminary  Plans.  In the event that
                  Landlord  disapproves  the  Preliminary  Plans,  Landlord  and
                  Tenant  shall,  within ten (10)  business  days of the date of
                  Landlord's   written    disapproval,    detailing   Landlord's
                  objections,  convene  a meeting  of  Tenant's  Architect,  the
                  appropriate  representative of Tenant, Landlord's architect or
                  other   construction    professional   and   the   appropriate
                  representative  of Landlord.  The meeting shall be held in the
                  offices of Tenant's  Architect  or such other  location as the
                  parties  may all  mutually  agree.  The purpose of the meeting
                  shall be to review the Preliminary Plans along with Landlord's
                  written   objections  and  to  work  towards   remedying  such
                  objections so that a revised set of the Preliminary  Plans can
                  be prepared and delivered to Landlord for review (the "Revised
                  Preliminary   Plans").   Within  ten  (10)  business  days  of
                  Landlord's receipt of the Revised Preliminary Plans,  Landlord
                  shall (i) approve  such Revised  Preliminary  Plans in writing
                  (in which case the revised  Preliminary  Plans shall be deemed
                  to be the Final Working Drawings for the Tenant  Improvements)
                  or (ii) Landlord shall disapprove the Preliminary  Plans, with
                  specific  written   objections  to  same.  The  parties  shall
                  continue the foregoing  process until Landlord approves of the
                  Revised Preliminary Plans;  provided,  however, if the Revised
                  Preliminary  Plans are not approved by Landlord within fifteen
                  (15) days then Landlord  shall have the right to terminate the
                  Lease upon written notice to Tenant.

         2.3      The Final  Working  Drawings  shall serve as the basis for the
                  construction  of the Tenant  Improvements  (collectively,  the
                  "Work").  To the extent that Tenant makes material  changes to
                  the Final  Working  Drawings,  that is,  either a change  that
                  results in a change in the cost of the Work of $7,500.00 or is
                  a substantial design change from what was originally  approved
                  in the Final  Working  Drawings  (in either  case, a "Material
                  Change"),  such Material Change shall be submitted to Landlord
                  for Landlord's  review and approval,  which approval shall not
                  be unreasonably  withheld or delayed. No Material Change shall
                  be  implemented  unless and until  Landlord has approved same,
                  which approval shall not be unreasonably  withheld of delayed,
                  as provided for in this Section 2.3.

         2.4      Tenant  shall  select a Florida  licensed  contractor  for the
                  completion of the Work, pursuant to the Final Working Drawings
                  (the "Contractor"). Tenant's choice of the Contractor shall be
                  subject to Landlord's prior written  consent,  which shall not
                  be unreasonably  withheld or delayed.  The following is agreed
                  to  be  an  approved  Contractor,   not  requiring  Landlord's
                  consent: Integral Construction of Broward, Inc. (the "Approved
                  Contractor").  In the event  that  Tenant  does not engage the
                  Approved  Contractor,  Tenant shall  provide such  information
                  regarding the Contractor,  including financial information, as
                  Landlord may reasonably required. As a condition of Landlord's
                  approval  of the  Contractor,  Landlord,  to the  extent  that
                  Landlord has a reasonable basis for concern,  may require that
                  Tenant obtain, at Tenant's sole cost and expense,  payment and
                  performance  bonds in  reasonable  amounts,  applicable to the
                  work being performed by the Contractor,  provided however that
                  such bonds shall not be required if Tenant engages an Approved
                  Contractor.

                                    SECTION 3
                                    FINANCIAL

                                       2
<PAGE>

         3.1      As long as Tenant  has duly kept and  performed  all terms and
                  conditions to be kept and performed by Tenant under the Lease,
                  Landlord  agrees  that it shall make the  following  financial
                  contributions  for the  Tenant  Improvements  (subject  to the
                  disbursement  provisions  below):  subject to Sections 3.2 and
                  3.3 of this Agreement,  the amount of Three Hundred Thirty-Two
                  Thousand Twenty-Eight & No/100 Dollars ($332,028.00), based on
                  $12.00  per  rentable  square  footage  of the  Premises  (the
                  "Allowance").

         3.2      Tenant shall submit  monthly draw  requests (no later than the
                  fifth (5th)  business day of each month) for  disbursement  of
                  the  Allowance (a "Draw  Request").  Each Draw  Request  shall
                  consist of: (i) an itemization of the progress payment amounts
                  due and payable to the  Contractor,  which  itemization  shall
                  correspond to the line items in the  Construction  Budget (the
                  "Progress  Payment  Amounts"),  (ii) a certification  from the
                  Contractor  of the  subject  Work  completed,  (iii) a written
                  certification  from  Tenant's  Architect  that  the  Work,  as
                  detailed in the Draw Request for which payment is sought,  has
                  been    completed   to   Tenant's    Architect's    reasonable
                  satisfaction,  and (iv) such partial releases of lien from the
                  Contractor  and all  subcontractors  being paid for out of the
                  monies due from the subject Draw Request. Provided that Tenant
                  has submitted a Draw Request in compliance with the foregoing,
                  no  construction  liens have been filed  (which  have not been
                  discharged completely),  or threatened in writing, against the
                  Building  and Tenant is  otherwise  not in  default  under the
                  Lease,  Landlord shall,  not later than ten (10) business days
                  after the submittal of the Draw Request, disburse the Progress
                  Payment  Amounts  requested  of Landlord  in the Draw  Request
                  (subject to a ten percent (10%)  retainage) to the Contractor.
                  Landlord has the right to confirm  that the  Progress  Payment
                  Amounts of the Draw Request are appropriate for the amount and
                  portion of the Work completed and contest  disbursement of any
                  or  all  such  amounts  upon  a  reasonable  basis;  provided,
                  however,  subject to the conditions of Section 3.1 above,  and
                  so long as  Tenant is not in  default  under the Lease or this
                  Agreement  beyond any applicable  cure or grace periods and/or
                  no event has occurred that will constitute a default by Tenant
                  under the Lease or this  Agreement if not  corrected by Tenant
                  within the applicable cure or grace period,  Landlord shall be
                  obligated to make total disbursements up to the full amount of
                  the Allowance upon  confirmation that the Work, for which Draw
                  Requests  have been properly  submitted,  has been provided to
                  the  Premises.  In no event  shall  Landlord  be  required  to
                  disburse more than the Allowance.

         3.3      Once  Landlord has  disbursed the full amount of the Allowance
                  (but subject to the ten percent (10%) retainage) Tenant shall,
                  at Tenant's cost and expense, continue to cause the Contractor
                  to be timely  paid for the Work until  completion  of the Work
                  and issuance of a  certificate  of occupancy for the Premises.
                  The ten percent (10%) retainage shall be disbursed by Landlord
                  to the  Contractor  only  upon  (i)  the  issuance  of a final
                  certificate of occupancy for all of the work  contemplated  by
                  the Final Working Drawings,  (ii) submittal of a final release
                  of  lien  from  the  Contractor,  (iii)  submittal  of a final
                  contractor's  affidavit,  as contemplated by Florida Statutes,
                  Chapter 713, which shall indicate that all subcontractors have
                  been  paid in full,  and  (iv) a  written  certification  from
                  Tenant that the Work has been completed to Tenant's reasonable
                  satisfaction.

                                    SECTION 4
                          CONSTRUCTION OF IMPROVEMENTS

         4.1      Tenant shall cause the Work to be completed under the auspices
                  of  the  Contractor  in a  good  and  workmanlike  manner,  in
                  compliance with all applicable  zoning,  land use and building
                  codes  applicable to the Building,  free from all construction
                  liens.

         4.2      To the  extent  that  any of the  Work  affects,  damages,  or
                  otherwise affects any of the Building's systems,  specifically
                  including,  without  limitation,  the various Building systems
                  described in Section 9. of the Lease, Tenant, at Tenant's sole
                  cost and expense, shall be responsible for such repairs to the
                  affected  Building  system,  in order to restore  same to good
                  working order.
                                       3
<PAGE>

         4.3      Tenant shall indemnify and hold harmless  Landlord  (including
                  attorneys'  fees  and  costs)  from  any and all  loss,  cost,
                  damage, claim, charge,  expense or liability arising out of or
                  in any way connected with the  installation  and completion of
                  the Work. Tenant shall obtain,  and cause Landlord to be named
                  as an  additional  insured  thereunder,  a policy of Builder's
                  Risk insurance, issued by an insurance company, licensed to do
                  business in the State of  Florida,  reasonably  acceptable  to
                  Landlord. A copy of such Builder's Risk Insurance Policy shall
                  be  delivered  to Landlord  prior to the  commencement  of the
                  Work.

         4.4      Tenant shall,  upon completion of the Work, obtain and provide
                  to Landlord true and correct  copies of, all  certificates  of
                  occupancy,  certificates of completion,  occupational licenses
                  and other governmental  approvals  required.  Tenant shall not
                  occupy the space for business purposes unless and until Tenant
                  has  obtained  all of the  foregoing  governmental  approvals,
                  including the  Certificate  of Occupancy and the  occupational
                  licenses submitted same to Landlord.

         4.5      Tenant  shall have the right to  relocate  all  computer  room
                  floor tiles and  equipment  in the  Premises,  as Tenant deems
                  necessary  within  the  Premises,  at  Tenant's  sole cost and
                  expense.

                                    SECTION 5
                                  RATIFICATION

         5.1      Except as specifically set forth in this Agreement,  the Lease
                  is ratified and confirmed as written.

                            [EXECUTION PAGE FOLLOWS]

                                       4
<PAGE>

                  IN WITNESS WHEREOF,  the parties have signed this Agreement as
of the day and year first above written.

Witnesses:                   "LANDLORD"
                              --------

                             SAW BAN, LTD., a Florida limited partnership

                             By:  DIG USA,  INC., a Florida corporation,
                                  general partner

_______________________      By:      /s/
                                 -----------------------

_______________________      Its:         President
                                  ----------------------
     (As to Landlord)

                             "TENANT"
                              ------

                             TALK.COM HOLDING CORP., a Pennsylvania corporation


_______________________      By:      Aloysius T. Lawn IV /s/
                                 ----------------------------

_______________________      Its:     Executive V-P - General Counsel
                                  --------------------------------------------

                                       5
<PAGE>


                                   EXHIBIT "C"

                              RULES AND REGULATIONS

                  1. The  sidewalks,  entrances,  passages,  courts,  elevators,
vestibules,   stairways,  corridors,  and  halls  shall  not  be  obstructed  or
encumbered  by any Tenant or used for any purpose  other than ingress and egress
to and from the Premises.

                  2. No awnings or other  projections  shall be  attached to the
outside walls of the Building without the prior written consent of Landlord.  No
curtains, blinds, shades, or screens shall be attached to or hung in, or used in
connection  with, any window or door of the Premises,  without the prior written
consent of  Landlord.  Such  awnings,  projections,  curtains,  blinds,  shades,
screens,  or other fixtures must be of a quality,  type,  design, and color, and
attached in the manner approved by Landlord.

                  3. No sign, advertisement,  notice or other lettering shall be
exhibited,  inscribed,  painted  or  affixed  by any  Tenant  on any part of the
outside of the Premises or Building or on the inside of the Premises if the same
can be seen from the outside of the Premises  without the prior written  consent
of Landlord  except that the name of Tenant may appear on the  entrance  door of
the Premises.  In the event of a violation of the foregoing by Tenant,  Landlord
may remove same  without any  liability  and may charge the expense  incurred by
such removal to the Tenant or Tenants  violating  this rule.  Interior  signs on
doors and the directory  shall be inscribed,  painted or affixed for each Tenant
by  Landlord  at the  expense  of such  Tenant  and shall be of a size and style
acceptable to the Landlord.

                  4.  Tenant  shall  not  occupy or permit  any  portion  of the
Premises demised to it to be occupied as an office for a public  stenographer or
typist,  or as a barber or manicure  shop,  or as an employment  bureau.  Tenant
shall not engage or pay any  employees on the  Premises,  except those  actually
working for Tenant at the Premises, nor advertise for labor giving an address at
the Premises. The Premises shall not be used for gambling,  lodging, or sleeping
or for any immoral or illegal  purposes.  The Premises shall not be used for the
manufacture,  storage,  or sale of  merchandise,  goods or  property of any kind
whatsoever.

                  5. The sashes, sash doors, skylights,  windows, and doors that
reflect or admit light and air into the halls, passageway or other public places
in the Building  shall not be covered or  obstructed by any Tenant nor shall any
bottles,  parcels or other articles be placed on the window sills.  No materials
shall be placed in the corridors or vestibules  nor shall any articles  obstruct
any air conditioning supply or exhaust vent.

                  6. The water and wash  closets  and  other  plumbing  fixtures
shall  not be used for any  purposes  other  than  those  for  which  they  were
constructed and no sweepings, rubbish, rags, or other substances shall be thrown
therein.  All damages  resulting from any misuse of the fixtures by Tenant,  its
servants, employees, agents, or licensees shall be borne by Tenant.

                  7. No Tenant  shall mark,  paint,  drill  into,  or in any way
deface any part of the  Premises or the  Building of which they form a part.  No
boring, cutting, or stringing of wires shall be permitted, except with the prior
written  consent of  Landlord,  and as it may  direct.  Should a Tenant  require
telegraphic,  telephonic,  annunciator or other communication service,  Landlord
will  direct  the  electricians  where and how wires  are to be  introduced  and
placed,  and none shall be introduced or placed except as Landlord shall direct.
Electric current shall not be used for power or heating without Landlord's prior
written  permission.  Neither  Tenant nor  Tenant's  Agents  including,  but not
limited to, electrical repairmen and telephone installers, shall lift, remove or
in any way  alter  or  disturb  any of the  interior  ceiling  materials  of the
Premises or Building,  nor shall any of same have any access  whatsoever  to the
area above the interior  ceiling of the Premises or the Building except with the
prior written consent of Landlord and in accordance with guidelines  established
by Landlord.  No antennas shall be permitted except as provided in the Satellite
Dish/Antenna Rider attached to this Lease.

                                       1
<PAGE>

                  8. No  bicycles,  vehicles,  or  animals  of any kind shall be
brought into or kept in or about the  Premises,  and no cooling shall be done or
permitted  by any Tenant on said  Premises.  No Tenant shall cause or permit any
unusual  or  objectionable  odors  to be  produced  upon or  permeate  from  the
Premises.

                  9.  Landlord  shall have the right to retain a passkey  and to
enter the  Premises  at any  reasonable  time,  to examine  same or to make such
alterations and repairs as may be deemed necessary,  or, subject to the terms of
this Lease, to exhibit same to prospective Tenants during normal business hours.

                  10. No Tenant shall make,  or permit to be made,  any unseemly
or  disturbing  noises  or  disturb  or  interfere  with  occupants  of  this or
neighboring buildings or premises or those having business with them, whether by
the use of any musical  instrument,  radio,  talking  machine,  unmusical noise,
whistling,  singing,  or in any other way. No Tenant shall throw anything out of
doors, windows, or skylights, or down the passageways.

                  11. No  additional  locks or bolts of any kind shall be placed
upon any of the doors or windows by any Tenant, nor shall any changes be made in
existing locks or the mechanism thereof.  Each Tenant must, upon the termination
of his tenancy  restore to the  Landlord  all keys of offices and toilet  rooms,
either furnished to, or otherwise procured by, such Tenant.  Tenant shall pay to
the Landlord the cost of any lost keys.

                  12.   Tenant   will   refer  all   contractors,   contractors'
representatives and installation  technicians,  rendering any service to Tenant,
to Landlord for Landlord's supervision, approval, and control before performance
of any contractual service.  This provision shall apply to all work performed in
the  building,  including  installations  of  telephones,  telegraph  equipment,
electrical  devices and attachments,  and  installations of any nature affecting
floors,  walls,  woodwork,  trim,  windows,  ceilings,  equipment  or any  other
physical portion of the Building.

                  13.  All  removals,  or the  carrying  in or out of any safes,
freight, furniture or bulky matter of any description must take place during the
hours which the Landlord or its agent may determine  from time to time. All such
movement shall be under supervision of Landlord and in the manner agreed between
Tenant and Landlord by pre-arrangement before performance. Such pre-arrangements
initiated  by Tenant will  include  determination  by  Landlord,  subject to his
decision  and  control,  of the  time,  method,  and  routing  of  movement  and
limitations  imposed by safety or other concerns which may prohibit any article,
equipment  or any other  item from being  brought  into the  building.  Landlord
reserves the right to prescribe the weight and position of all safes, which must
be placed upon 2-inch thick plank strips to  distribute  the weight.  Any damage
done to the Building or to other  Tenants or to other  persons in bringing in or
removing safes,  furniture or other bulky or heavy articles shall be paid for by
the Tenant.

                  14. Tenant agrees that all machines or machinery placed in the
Premises by Tenant will be erected and placed so as to prevent any  vibration or
annoyance to any other Tenants in the Building of which the Premises are a part,
and it is agreed that upon written request of Landlord,  Tenant will, within ten
(10) days after the mailing of such notice,  provide  approved  settings for the
absorbing,  preventing,  or  decreasing  of noise  from any or all  machines  or
machinery placed in the Premises.

                  15. Each Tenant  shall,  at its  expense,  provide  artificial
light for the  employees of the Landlord  while doing  janitor  service or other
cleaning, and in making repairs or alterations in said Premises.

                  16. The  requirements  of Tenant will be attended to only upon
written  application at the office of the Building.  Employees of Landlord shall
not receive or carry  messages for or to any Tenant or other person nor contract
with or render free or paid services to any Tenant or Tenant's agent, employees,
or invitees.

                  17.  Canvassing,  soliciting,  and peddling in the Building is
prohibited and each Tenant shall cooperate to prevent the same.

                                        2
<PAGE>

                  18. Tenant shall have the free use of the mail chutes, if any,
installed in the Building,  but the Landlord in no wise guarantees efficiency of
the said mail  chutes  and shall be in a no wise  responsible  for any damage or
delay which may arise from use thereof.

                  19.  Landlord will not be  responsible  for lost,  stolen,  or
damaged  property,  equipment,  money,  or jewelry from  Tenant's area or public
rooms  regardless of whether such loss occurs when area is locked  against entry
or not.

                  20.  Landlord   specifically  reserves  the  right  to  refuse
admittance to the Building from 6:30 p.m. to 7:30 a.m. Monday through Friday, or
on  Saturdays  from 2:00 p.m. to 8:00 a.m.,  Sundays or legal  holidays,  to any
person or persons  who cannot  furnish  satisfactory  identification,  or to any
person or persons who, for any other reason in the Landlord's  judgment,  should
be denied access to the Premises. Landlord, for the protection of the Tenant and
Tenant's  effects  may  prescribe  hours and  intervals  during the night and on
Saturdays,  Sundays and  holidays,  when all persons  entering and departing the
Building  shall be required to enter their names,  the offices to which they are
going or from which they are leaving,  and the time of entrance and departure in
a register provided for the purpose by that Landlord.

                  21. No Tenant,  nor any of Tenant's Agents,  shall at any time
bring or keep upon the  Premises  any  inflammable,  combustible,  or  explosive
fluid, chemical, or substance.

                  22. Landlord reserves the right to make such other and further
reasonable  rules and  regulations  as in its  judgment may from time to time be
needful  for the  safety,  care and  cleanliness  of the  Premises,  and for the
preservation  of good order  therein  and any such  other or  further  rules and
regulations  shall be binding  upon the  parties  hereto with the same force and
effect as if they had been inserted herein at the time of the execution hereof.

                                       3
<PAGE>

                                   EXHIBIT "D"

            JANITORIAL SERVICES FOR THE PREMISES PROVIDED BY LANDLORD

                                       1
<PAGE>


                                   EXHIBIT "E"

                          IRREVOCABLE LETTER OF CREDIT

                                                 Amount: $100,000.00
                                                 Beneficiary:
                                                 Effective Date:
                                                 Expiration Date:

SAW-BAN, LTD.
c/o Coldwell Banker Commercial - Brennar Real Estate Group
3195 North Powerline Road, Suite 104
Pompano Beach, FL  33064
Attn: Scott Brenner

Dear Sir/Madam:

                  1. We open in your favor this our Irrevocable  Clean Letter of
Credit,  Credit  No._______,   for  the  amount  U.S.   $100,000.00,   effective
immediately  and  expiring  on the close of business  on  ________,  2000 at our
____________Street office.

                  2. Funds under this credit are  available  to you against your
sight  draft  on us,  mentioning  our  credit  number  and  accompanied  by your
certificate  signed by one of your  corporate  officers  or  representatives  or
person acting under power of attorney stating:  (a) that Talk.Com Holding Corp.,
a Pennsylvania corporation, the tenant under a certain lease dated as of , 2000,
with Saw-Ban,  Ltd., a Florida limited  partnership,  as Landlord,  covering the
premises in the commercial  office  building  located at 1401 N.W. 136th Avenue,
City of  Sunrise,  County  of  Broward,  Florida  (the  "Lease")  is in  default
thereunder;  (b) that  Landlord  gave Tenant  written  notice of such default in
accordance with the notice  requirements of the Lease; (c) that Tenant,  if any,
failed to cure the default within the applicable  grace period,  if any, allowed
by the Lease;  and (d) the amount of funds (up to and  including the face amount
of this Letter of Credit,  subject to reduction as hereinafter  set forth) to be
drawn by the aforementioned sight draft.

                  3.  Notwithstanding  the  foregoing,  if for any  reason  this
Letter of Credit is expiring or  terminating or if for some reason you require a
renewal or replacement of this Letter of Credit,  then this Letter of Credit may
be immediately  presented to us for full payment to you by drawing a sight draft
on us in the then remaining amount of this Letter of Credit, unless a renewal or
replacement  letter  of  credit  extending  the  expiration  date to , 2000,  is
delivered to you at least thirty (30) days prior to the expected  expiration  or
termination date of this Letter of Credit.

                  4. We hereby agree with you that any draft (drawn under and in
accordance  with  paragraphs  2 or 3 above) and the terms of this credit will be
duly honored by us in the amount  referred to in paragraph  2(d) above or in the
amount referred to in paragraph 3 above, as the case may be, upon our receipt at
this office ( Street,  ,  Florida) of the  original of this Letter of Credit and
certificate drawn in accordance with the above applicable paragraph(s),  without
regard to the accuracy of the certificate or to the amount requested,  or to any
contrary request or dispute by Tenant and without the necessity of our receiving
further proof of the facts  certified to or any  specification  of the nature of
the default.

                  5. Should you have occasion to  communicate  with us regarding
this Letter of Credit,  kindly address your  correspondence to _________ Street,
____________, Florida, making specific mention of our credit number.

                                           Very truly yours,

                                      2
<PAGE>
                             EXTENSION OPTION RIDER

                  THIS EXTENSION OPTION RIDER (this "Rider") is dated,  executed
and delivered  concurrently with the attached lease (the "Lease") by and between
SAW-BAN,  LTD., a Florida limited partnership  ("Landlord") and TALK.COM HOLDING
CORP., a Pennsylvania ("Tenant"). In the event of any conflict between the terms
of this Rider and the terms of the Lease, the terms of this Rider shall govern.

                  1. Grant of Option. Provided that (i) Tenant is not in default
beyond any applicable cure or grace period under any of the terms and conditions
of the Lease or under any other lease with  Landlord on the date of exercise and
the date of delivery of  possession,  (ii) Tenant has,  from the original  Lease
Commencement  Date,  continuously  occupied  without  interruption,  sublease or
assignment,  and does  occupy the entire  Premises  originally  set forth in the
Lease,  and (iii) Tenant  provides notice of its election in a proper and timely
fashion,  Tenant  shall have the option (the  "Extension  Option") to extend the
Lease  Term  for one (1)  additional,  successive  term of five (5)  years  (the
"Extension  Term"),  commencing  immediately upon the expiration of the original
Lease Term.

                  2.  Exercise  of Option.  In order to exercise  the  Extension
Option,  Tenant must give Landlord  written  notice of its intention to exercise
(the  "Option  Notice"),  with  such  notice to be  delivered  to  Landlord,  in
accordance with the notice provision of this Lease, not less than six (6) months
prior to the expiration of the Lease Term.

                  3. Failure to Exercise.  In the event Tenant at any time fails
to deliver the Option  Notice as  specified  in Section 2 or Tenant is otherwise
not permitted to exercise  pursuant to other terms hereof or of the Lease,  then
the Extension  Option shall  terminate and be null and void and this Lease shall
expire on the expiration date of the then existing Lease Term or Extension Term.
LANDLORD  AND  TENANT  AGREE AND  ACKNOWLEDGE  THAT TIME IS OF THE  ESSENCE  FOR
TENANT'S TIMELY EXERCISE OF THE EXTENSION  OPTION.  LANDLORD IS NOT OBLIGATED TO
NOTIFY TENANT OF ANY UPCOMING NEED TO TIMELY EXERCISE THE EXTENSION OPTION.

                  4.  Applicable  Terms.  In  the  event  Tenant  exercises  the
Extension Option, all of the terms of the Lease,  including,  but not limited to
Tenant's  obligation to pay  Additional  Rent and any other cost or charge which
may be due and payable by Tenant under the Lease shall continue to be applicable
to such  Extension  Term,  except  for (i) any  Tenant  Improvement  Allowances,
obligations  under the Work Letter  (such Work Letter  being null and void as to
any Extension Option), Landlord's build-out obligations, free Rent, or any other
similar abatements of Rent under the Lease, (ii) the Extension Option then being
exercised, and (iii) those terms which are specifically modified as set forth in
Section 5 below.

                  5. Base Rent.  During the Extension Term, the Base Rent shall,
for each year thereafter  during the Extension Term, be equal to the greater of:
(i) the Base Rent for each Lease Year during the  Extension  Term as adjusted as
provided for in Section 3.(b) of the Lease, or (ii) ninety-five percent (95%) of
the then-fair  market  rental value of the Premises,  as such fair market rental
value is determined by Landlord, in Landlord's sole, but reasonable, judgment.

                  6. No  Assignment.  Landlord  grants to Tenant  the  Extension
Option  specifically  due to the  character  and nature of Tenant.  As such,  if
Tenant shall,  during the Lease Term or any extension thereof,  assign or sublet
any or all of the  Premises,  then the  Extension  Option shall not pass to such
assignees or sublessees and,  instead,  the unexercised  Extension  Option shall
thereupon and thereafter be null, void and of no further force or effect.

                                       1
<PAGE>

                  7.  Ratification.  Except as expressly set forth  herein,  the
Lease is ratified and confirmed as written.

Witnesses:                   "LANDLORD"
                              --------

                             SAW-BAN, LTD., a Florida limited partnership


                             By:   DIG USA,  INC., a Florida corporation,
                                   general partner



_______________________      By:               /s/
                                  ---------------------------

_______________________      Its:              President
                                   --------------------------
     (As to Landlord)

                             "TENANT"
                              ------

                             TALK.COM HOLDING CORP., a Pennsylvania
                             corporation

_______________________      By:   Aloysius T. Lawn IV
                                  ------------------------

_______________________      Its: Executive V-P - General Counsel and Secretary
                                   --------------------------------------------

                                       2
<PAGE>

                          RIGHT OF FIRST REFUSAL RIDER

                  This Right of First  Refusal  Rider  (this  "Rider") is dated,
executed and delivered concurrently with the attached lease (the "Lease") by and
between SAW-BAN,  LTD., a Florida limited partnership  ("Landlord") and TALK.COM
HOLDING  CORP.,  a  Pennsylvania  corporation  ("Tenant").  In the  event of any
conflict  between the terms of this Rider and the terms of the Lease,  the terms
of this Rider shall govern.

                  1. Grant of Right.  Subject to the terms of paragraphs 2 and 3
below,  Landlord  hereby grants to Tenant a right of first refusal (the "Refusal
Right") with respect to any space  located in the Building  except for any space
located on the third floor of the  Building  (the  "Refusal  Space")  during the
Lease Term.

                  2. Exercise of Rights;  Applicable  Terms. With respect to the
Refusal Space:

                     (a)  Landlord   shall  notify  Tenant  in  writing  of  (i)
Landlord's  receipt of a bona fide written acceptable offer to lease all or part
of the Refusal Space, and (ii) the relevant lease terms pertaining thereto prior
to the intended commencement date for such new tenant.

                     (b) Tenant shall,  provided Tenant is then in possession of
an amount of space not less than the entire Premises originally set forth in the
Lease and provided  Tenant is not then or at the date of delivery of  possession
of the subject  portion of the Refusal Space in default of this Lease beyond any
applicable  cure or grace  period,  have the right to lease  from  Landlord  the
portion  of the  Refusal  Space  covered in  Landlord's  notice on the terms and
conditions  of this  Lease  except  for (i)  improvement  allowance,  Landlord's
build-out  obligations,  free rent  provisions,  parking charges,  etc.,  which,
although  applicable to this Lease, shall not be applicable to the Refusal Space
and (ii) Base Rent with  respect to the  Refusal  Space shall be either the Base
Rent set forth in  Section 3 of the Lease or the Base Rent set forth in the bona
fide written offer, whichever is less, and (iii) Tenant's Percentage Share shall
be adjusted accordingly.

                     (c) Tenant  shall have a period of five (5)  business  days
from the date of  Landlord's  notification  to elect,  by  written  notification
delivered to Landlord within such five (5) business day period, whether it shall
exercise its Refusal Right.

                     (d) If Tenant  wishes to exercise the Refusal  Right and so
delivers  written notice to Landlord  within the aforesaid five (5) business day
period, then Landlord and Tenant shall execute an amendment to this Lease within
five (5) days  thereafter  setting  forth all relevant  terms  pertaining to the
subject portion of the Refusal Space,  including Base Rent,  Commencement  Date,
Tenant's Percentage Share and Expiration Date.

                  3.  Failure to  Exercise.  If Tenant no longer has the Refusal
Right  pursuant  to other  provisions  of this Rider or the  Lease,  or fails to
properly  exercise  within the five (5) business day exercise period or fails to
enter into an  amendment  within  the five (5) day  execution  period,  then the
Refusal  Right,  with respect to the subject  portion of the Refusal  Space then
being  negotiated by Landlord,  shall thereupon and thereafter be null, void and
of no further force or effect.  LANDLORD AND TENANT  ACKNOWLEDGE  AND AGREE THAT
TIME IS OF THE ESSENCE FOR TENANT'S  EXERCISE OF ANY REFUSAL RIGHT.  LANDLORD IS
NOT OBLIGATED TO NOTIFY TENANT OF ANY UPCOMING NEED TO TIMELY EXERCISE A REFUSAL
RIGHT OTHER THAN TO NOTIFY TENANT AS SET FORTH IN PARAGRAPH 2(a) ABOVE.

                  4.  Right Not  Transferable.  Landlord  grants to Tenant  this
Refusal Right  specifically due to the character and nature of Tenant.  As such,
if Tenant  shall,  during the Lease  Term or any  extension  thereof,  assign or
sublet any or all of the Premises,  this right shall not pass to any assignee or
subtenant by or through an assignment or sublease and shall  terminate as of the
date of execution of any assignment or sublease.

                  5.  Ratification.  Except as expressly set forth  herein,  the
Lease is ratified and confirmed as written.

                                       1
<PAGE>

Witnesses:                   "LANDLORD"
                             --------


                             SAW BAN, LTD., a Florida limited partnership

                             By:  DIG USA,  INC., a Florida corporation,
                                  general partner


________________________     By:       /s/
                                 ------------------------

________________________     Its:      President
                                  ----------------------
     (As to Landlord)

                              "TENANT"
                              ------

                              TALK.COM HOLDING CORP., a Pennsylvania
                              corporation

________________________      By:    Aloysius T. Lawn IV
                                  ------------------------

________________________      Its: Executive V-P - General Counsel and Secretary
                                   ---------------------------------------------

                                       2
<PAGE>

                          SATELLITE DISH/ANTENNA RIDER

                  THIS  SATELLITE  DISH/ANTENNA  RIDER (this  "Rider") is dated,
executed and delivered concurrently with the attached lease (the "Lease") by and
between SAW-BAN,  LTD., a Florida limited partnership  ("Landlord") and TALK.COM
HOLDING CORP., a Pennsylvania corporation, qualified to do business in the State
of  Florida  ("Tenant").  In the  event of any  conflict  between  the terms and
conditions of this Rider and the terms and  conditions  of the Lease,  the terms
and conditions of this Rider shall govern.

                  1. The  Antenna.  Landlord  understands  that during the Lease
Term, Tenant may require communication services in connection with the operation
of Tenant's  business which would  necessitate the  construction,  installation,
operation  and use by Tenant of one or more  communication  antennas,  microwave
and/or satellite dishes, together with related equipment, mountings and supports
(collectively,  the "Antennas") on the roof of the Building. Landlord shall make
available to Tenant,  for Tenant's  own use (and not for resale  purposes)  such
space on the roof of the Building for  Tenant's  Antennas,  as Tenant shall from
time to time require, for no rent or other charge whatsoever therefor.  Tenant's
use of the roof of the Building shall be on a  non-exclusive  basis and Landlord
shall be permitted to lease other  portions of the roof to other  tenants of the
Building, provided such users do not interfere with Tenant's use of the roof. In
connection  with Tenant's use of the roof of the Building,  Landlord  shall make
available  to  Tenant  access  to the roof for the  construction,  installation,
maintenance,  repair,  operation and use of the Antennas,  as well as reasonable
space in the Building to run electrical and telecommunications conduits from the
Antennas to the Premises.  The  installation of the Antennas shall constitute an
Alteration and shall be performed at Tenant's sole cost and expense  (including,
without  limitation,  any costs and expenses in connection with  reinforcing the
roof of the  Building,  if  required)  in  accordance  with and  subject  to the
provisions  of  Section 12 of the Lease and except as  otherwise  expressly  set
forth in this  Rider.  All of the  provisions  of this  Lease  with  respect  to
Tenant's  obligations  hereunder  shall  apply  to  the  installation,  use  and
maintenance of the Antennas, including, without limitation,  provisions relating
to compliance with insurance,  indemnity,  repairs and maintenance.  The license
granted to Tenant in this Rider shall not be assignable  by Tenant  separate and
apart from this Lease.

                  2. Use of the Roof and the Antenna. Landlord retains the right
to use the  portion of the roof on which the  Antenna is located  for license to
other tenant in the building for location of such tenant's  satellite  dishes or
antennae,  provided  however,  that such other tenant's uses shall not interfere
with  Tenant's  Antenna.  Tenant  shall use the  Antenna  so as not to cause any
damage or  interference  with the  operation  of the  Building  or the  Building
systems.  If after any Antenna is installed by Tenant it is discovered  that the
Antenna causes any such interference, damage or disturbance, then Tenant, at its
sole cost and  expense,  shall  relocate its Antenna to another area on the roof
designated by Landlord. If such interference or disturbance still occurs despite
such relocation,  or if no portion of the roof is available for such relocation,
Tenant, at its sole cost and expense,  shall remove its Antenna from the roof of
the  Building.  In the event  Tenant  fails to relocate  or remove the  Antenna,
Landlord may do so, and Tenant shall promptly  reimburse  Landlord for any costs
incurred  by  Landlord  in  connection  therewith.  In no event  shall  Tenant's
installation of the Antenna  puncture or otherwise  penetrate the surface of the
roof the Building.

                  3.  Default;  Remedies.  If  Tenant  is in  default  under any
provision  of this Rider  which  Tenant  shall not cure with the notice and cure
period  afforded  for  non-monetary  breaches in Section 24 of the Lease,  then,
without  limiting  Landlord's  rights and remedies,  Landlord may otherwise have
under this Lease, Tenant, upon written notice from Landlord,  shall, at Tenant's
sole cost and expense immediately discontinue its use of the Antennas and remove
the same from the roof of the Building.

                                       1

<PAGE>

                  4. Compliance with  Applicable  Laws.  Landlord shall not have
any  obligations  with respect to the Antennas or compliance with any applicable
governmental   laws,   rules,   regulations,   ordinances  or  any  other  legal
requirements  imposed by any governmental  authority  whatsoever  ("Governmental
Requirements") relating thereto (including, without limitation, the obtaining of
any  required  permits  or  licenses,  or the  maintenance  thereof),  nor shall
Landlord  be  responsible  for any  damage  that may be  caused to Tenant or the
Antennas  by any other  tenant or occupant of the  Building.  Landlord  makes no
representation   that  the  Antennas   will  be  able  to  receive  or  transmit
communication signals without interference or disturbance and Tenant agrees that
Landlord shall not be liable to Tenant therefor.  Tenant shall, at Tenant's sole
cost and  expense,  keep the Antennas and the fact that the Antennas are present
at the Building, in compliance with any and all Governmental  Requirements,  now
existing or hereafter imposed, including without limitation,  those Governmental
Requirements which may necessitate the relocation or removal of the Antennas.

                  5. Appearance;  Lightning Rods.  Tenant, at Tenant's sole cost
and expense,  shall paint and maintain the Antennas in white or such other color
as Landlord shall reasonably  determine and shall install such lightning rods or
air terminals on or about the Antennas as Landlord may reasonably require.

                  6. Tenant's Obligations.  Subject to the provisions of Section
17 of the Lease, Tenant shall (i) be solely responsible for any damage caused to
Landlord  or any other  person  or  property  as a result  of the  installation,
maintenance or use of the Antenna, (ii) promptly pay any tax, license, permit or
other fees or charges  imposed  pursuant  to any  Requirements  relating  to the
installation,  maintenance or use of the Antenna, (iii) promptly comply with all
precautions and safeguards  recommended by Landlord's  insurance company and all
Governmental Authorities, (iv) perform all necessary repairs or replacements to,
or maintenance  of, the Antennas,  and (v) at the end of the Lease Term,  remove
the Antenna  and make any repair to the roof and/or the  Building as a result of
such removal.

                  7. Licence. Tenant acknowledges and agrees that the privileges
granted Tenant under this Rider shall merely constitute a license and shall not,
now or at any time after the  installation  of the Antennas,  be deemed to grant
Tenant a  leasehold  or other real  property  interest  in the  Building  or any
portion thereof. The license granted to Tenant in this Rider shall automatically
terminate and expire upon the  expiration or earlier  termination  of this Lease
and the  termination  of such  license  shall be  self-operative  and no further
instrument  shall  be  required  to  effect  such  termination.   The  foregoing
notwithstanding,  upon request by Landlord,  Tenant,  at Tenant's  sole cost and
expense, promptly shall execute and deliver to Landlord, in recordable form, any
certificate  or other document  confirming the  termination of Tenant's right to
use the roof of the Building.

                  IN WITNESS  WHEREOF,  Landlord  and Tenant have  executed  and
delivered this Rider concurrently with the Lease.

Witnesses:                   "LANDLORD"
                              --------

                             SAW-BAN, LTD., a Florida limited partnership

                             By: DIG USA,  INC., a Florida corporation, general
                                 partner


______________________       By:      /s/
                                  ----------------------

______________________       Its:     President
                                  ----------------------
  (As to Landlord)

                             "TENANT"
                              ------

                             TALK.COM HOLDING CORP., a Pennsylvania corporation

______________________       By:   Aloysius T. Lawn IV
                                 -----------------------------

______________________       Its:  Executive V-P - General Counsel and Secretary
                                 -----------------------------------------------
  (As to Tenant)

                                       2