EXHIBIT 10.54

                           OFFICE LEASE AGREEMENT

         THIS LEASE is made and entered into as of the 10 day of April, 2000, by
and between UNIVERSITY SCIENCE CENTER,  INC.  ("Landlord"),  having an office at
2200 Lucien Way, Suite 333, Orlando,  FL, 32751 ("Landlord's  Mailing Address"),
and TALK.COM  HOLDING CORP.  ("Tenant"),  having an office at Attention  General
Counsel,  6805  Route  202,  New Hope,  Pennsylvania  18938  ("Tenant's  Mailing
Address"). For Notices, a copy will be sent to Neal Baritz, Attorney at Law, 150
East Palmetto Park Road, Suite 401, Boca Raton, Florida 334312.

         I.       DEMISE OF PREMISES

         In  consideration  of the Base Rent,  Additional Rent and the covenants
and  agreements  made  herein,   including  the  General  Terms,  Covenants  and
Conditions attached hereto and made a part hereof, Landlord leases to Tenant and
Tenant  accepts from  Landlord  the  Premises (as outlined on the plan  attached
hereto as Exhibit "A")  located in the  Building  for the Term  beginning on the
Commencement Date.

         II.      TERMS

         As used in this Lease,  the  following  terms shall have the  following
meanings:

                  1.       BUILDING:  the office  facility  known as  University
                           Science   Center  located  at  12001  Science  Drive,
                           Orlando,  Florida 32826,  in Orange County,  Florida,
                           and all improvements now or hereafter  constructed by
                           Landlord  including any additional  facilities  which
                           may be deemed necessary or desirable by Landlord.

                  2.       PREMISES:  that  part  of the  Building  outlined  on
                           Exhibit   "A",   called  SUITE  110   consisting   of
                           approximately 17,425 rentable square feet.

                  3.       COMMENCEMENT  DATE:  the  Commencement  Date for this
                           Lease shall be the earlier of June 15, 2000,  or upon
                           substantial  completion of Suite 110 of the Premises,
                           provided  delays to  substantial  completion of Suite
                           110 are not caused by  Landlord,  as described in the
                           Rider,  "Construction of Leasehold  Improvements." In
                           the  event  delays  to  completion  of Suite  110 are
                           caused by  Landlord,  Tenant shall not be required to
                           pay Base Rent on the portion of the Premises known as
                           Suite 110 until substantial completion is achieved.

                  4.       TERM: a period  commencing on the  Commencement  Date
                           and expiring at midnight on the date eighty four (84)
                           months  after  the   Commencement   Date,   provided,
                           however,  if the  Commencement  Date is any day other
                           than the  first  day of a  calendar  month,  the Term
                           shall be extended automatically until midnight on the
                           last day of the  calendar  month  in  which  the Term
                           would otherwise expire.

                  5.       LEASE YEAR: each twelve (12) month period of the Term
                           commencing   on   the   Commencement   Date   or  any
                           anniversary of the Commencement Date.

                  6.       BASE RENT:  the annual Base Rent is  described  below
                           and shall be payable in Monthly  Installments of Base
                           Rent  (plus   applicable   sales   tax)   during  the
                           applicable Lease Year as follows:

                                          ANNUAL           MONTHLY INSTALLMENTS
                           LEASE YEAR     BASE RENT        OF BASE RENT
                           ----------     ---------        ------------

                           1              $223,911.25      $18,659.27
                           2              $232,867.70      $19,405.64
                           3              $242,182.41      $20,181.87
                           4              $251,869.70      $20,989.14

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                           5              $261,944.49      $21,828.71
                           6              $272,422.27      $22,701.86
                           7              $283,319.16      $23,609.93

                           IN ADDITION TO BASE RENT, TENANT SHALL PAY IN MONTHLY
                           INSTALLMENTS  TENANT'S  PRORATA  SHARE  OF  OPERATING
                           EXPENSES FOR THE BUILDING. (SEE ARTICLE II, ITEM 15)

                  7.       SECURITY DEPOSIT:  $40,000

                  8.       TENANT'S SHARE: .316392 Percent (31.6392%),  which is
                           the  ratio  of  the  area  of  the  Premises  (17,425
                           Rentable  Square  Feet)  to  the  total  area  of the
                           Building (55,074 Rentable Square Feet).

                  9.       CORPORATE GUARANTOR:  Talk.com Inc.

                  10.      COMMON AREAS:  areas designed and intended to be used
                           by all tenants of the Building,  including  walkways,
                           driveways, parking areas, and landscaped areas.

                  11.      PROPERTY:  the Building, including all Common Areas.

                  12.      BROKER:  Equity Partners, Inc. and Maitland Realty
                           Company.

                  13.      PERMITTED USE:  Office Use Only.

                  14.      LEASEHOLD   IMPROVEMENT   ALLOWANCE:   Landlord  will
                           provide  Tenant a $20.00  per  Rentable  Square  Foot
                           Leasehold  Improvement Allowance for Suite 110. Suite
                           110 consists of approximately  17,425 Rentable Square
                           Feet.

                  15.      OPERATING EXPENSES (IN ADDITION TO BASE RENT): Tenant
                           shall  pay in  equal  monthly  installments  Tenant's
                           prorata share of Operating  Expenses (plus applicable
                           sales tax) for the  Building,  estimated  to be $2.85
                           per   rentable   square  foot  per  year.   Operating
                           Expenses,   as  defined  herein,   excludes  Tenant's
                           Electricity  and Janitorial  Services,  which are the
                           sole responsibility of Tenant.

IIII.       EXHIBITS AND RIDERS

         The Exhibits and Riders listed below are incorporated in this Lease and
are to be construed as part hereof:

            Exhibits                            Riders ("x" if applicable):
            --------                            ------

            "A" - Plan showing the Premises.    [x]   Construction  of Leasehold
                                                      Improvements
            "B" - Rules and Regulations.        [x]   Guaranty of Lease
            "C" - Sign Criteria.                [ ]   Landlord Contingencies

         IN WITNESS  WHEREOF,  Landlord and Tenant have executed or caused to be
executed this Lease as of the date first written above.

WITNESSES:                                 TENANT:
                                           TALK.COM HOLDING CORP.

                                           By: /s/
------------------------------------           ---------------------------------
                                           Name: Aloysius T. Lawn
                                           Title: Executive Vice President &
------------------------------------              General Counsel

                                           LANDLORD:

WITNESSES:                                 UNIVERSITY SCIENCE CENTER, INC.

                                           By: /s/
------------------------------------          ----------------------------------
                                              Cabot L. Jaffee, Sr.
                                              President
------------------------------------


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         GENERAL TERMS, COVENANTS AND CONDITIONS


         1.       COMMENCEMENT DATE; CONSTRUCTION OF PREMISES

                  (a) The rights,  duties and  obligations  of the parties under
this Lease shall be effective upon the execution hereof, and Tenant's obligation
to pay Rent hereunder shall commence upon the Commencement Date.

                  (b)  If  Landlord  is  unable  to  deliver  possession  of the
Premises to Tenant on the  Commencement  Date because of the holding-over by any
occupant  of the  Premises,  or  because  the  Premises  are  not  substantially
completed,  or for any other  reason,  this Lease  shall  continue in effect and
Landlord shall not be liable to Tenant or any third party for such inability. In
such event, Landlord shall act diligently and in good faith to complete the work
that is  necessary  to allow  Landlord to deliver the Premises to Tenant for use
and occupancy by Tenant.  If the Premises are not available for Tenant's use and
occupancy by the Commencement  Date described above and such delay is not caused
by  Tenant,  then the  Commencement  Date  shall be  adjusted  to the date  when
Landlord  does  in  fact  deliver  possession  (as  evidenced  by a  substantial
completion) of the Premises to Tenant for Tenant's use and occupancy.  If action
or  inaction  by  Tenant  causes a delay in  preparation  or  completion  of the
Premises for Tenant's use and occupancy, then the Commencement Date shall be the
later of the  Commencement  Date identified above or the date the Premises would
have been  available  for Tenant's use and  occupancy  but for delays  caused by
Tenant.  Notwithstanding  any term or provision herein to the contrary,  if, for
any reason other than Tenant's delay,  Landlord cannot deliver possession of the
Premises to Tenant for Tenant's use and occupancy on a date which is ninety (90)
days after the Commencement Date identified above, then Tenant shall be entitled
to terminate  this Lease by notifying  Landlord in writing  within  fifteen (15)
days  following  the  expiration  of such ninety (90) day  period.  However,  if
Landlord  delivers the premises  within the fifteen (15) day notice period,  the
Lease will remain in full force and effect.

                  (c)  Tenant's  taking  possession  of the  Premises  shall  be
conclusive  evidence that the Premises were in good order,  condition and repair
when Tenant  took  possession,  except for such  matters of which  Tenant  gives
Landlord  notice on or before the  Commencement  Date. No promise of Landlord to
alter,  remodel,  repair  or  improve  the  Premises  or  the  Building  and  no
representation,  either  express  or  implied,  respecting  any  matter or thing
relating to the Building or this Lease  (including the condition of the Premises
or the  Building)  have been made by  Landlord  to Tenant,  other than as may be
contained  herein or in a separate  Construction  Rider  signed by Landlord  and
Tenant.

                  (d) Any and all  construction  work to be  performed  upon the
Premises and the designation of the party financially  responsible for such work
and the application of the Leasehold Improvement Allowance and the work schedule
and plans for such work shall be  described  in a  Construction  Rider  attached
hereto and made a part hereof.

         2.       RENT

                  (a)  Tenant  shall  pay  Monthly  Installments  of Base  Rent,
Operating Expenses and sales tax (sometimes  referred to collectively as "Rent")
in  advance  on the  first  day of each  month of the  Term.  If the Term  shall
commence  or end on a day  other  than the  first  day of a month,  the  Monthly
Installments  of Base Rent and Operating  Expenses for the first or last partial
month shall be prorated on a per diem basis.  Upon the  execution of this Lease,
Tenant shall pay one Monthly Installment of Base Rent and Operating Expenses for
the first full month of the Term and a prorated Monthly Installment of Base Rent
and Operating Expenses for any partial month which may precede it.

                  (b)  Tenant  shall pay to  Landlord  at the time of paying the
Rent any excise,  sales,  use,  gross  receipts or other taxes (other than a net
income or excess  profits  tax) which may be imposed on or measured by such Rent
or may be  imposed on or on account of the  letting  and which  Landlord  may be
required to pay or collect under any law now in effect or hereafter enacted.

                  (c) All costs and expenses  which Tenant  assumes or agrees to
pay and any other sum  payable by Tenant  pursuant to this Lease shall be deemed
additional  rent (together with Base Rent sometimes  referred to as the "Rent").
The Rent  shall be paid in  lawful  money of the  United

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States of America to Landlord  at  Landlord's  Mailing  Address or to such other
person or at such other place as  Landlord  may from time to time  designate  in
writing,  without any prior notice or demand  therefor and without any deduction
or offset whatsoever.

                  (d) If any part of the Rent is not paid  within  five (5) days
after it is due,  Tenant  shall pay Landlord a late charge in the amount of five
percent (5%) of such payment. The payment by Tenant of a late charge or interest
hereunder   shall  not   prevent   nor  remedy  a  default   under  this  Lease.
Notwithstanding  anything to the contrary contained in this paragraph,  Landlord
shall notify Tenant in writing up to two (2) times per year if Tenant's Rent has
not been  received  within five (5) days after Rent is due. In the event  Tenant
pays Tenant's Rent within five (5) days after Tenant receives  Landlord's notice
of Tenant's late Rent, Landlord shall waive the aforementioned five percent (5%)
late fee.

         3.       INCREASES IN BASE RENT

         Commencing  at the beginning of each Lease Year during the Term of this
Lease, the Base Rent shall be adjusted  annually as described in Paragraph 6 and
Paragraph 15 of Article II, Terms,  of this Lease and in accordance with General
Terms, Covenants and Conditions, Paragraph 4., Operating Expenses.

         4.       OPERATING EXPENSES

                  (a) The term "Operating  Expenses" as used herein includes all
expenses  incurred with respect to the maintenance,  management and operation of
the Building of which the Premises  are a part,  including,  but not limited to,
maintenance and repair costs,  electricity,  fuel,  water,  sewer, gas and other
utility charges, security, janitorial services for the Building and Common Areas
(Tenant  is  responsible  for  Tenant's   Janitorial  services  within  Tenant's
Premises),  trash  removal,  landscaping  and pest  control,  wages  and  fringe
benefits  payable to employees of Landlord  whose duties are connected  with the
operation  and  maintenance  of the  Building,  amounts paid to  contractors  or
subcontractors  for work or services performed in connection with the operation,
management and  maintenance of the Building,  all services,  supplies,  repairs,
replacements  or other  expenses for  maintaining,  managing and  operating  the
Building  including  maintenance  of  the  Common  Areas.  The  term  "Operating
Expenses"  also includes all real  property  taxes and  installments  of special
assessments,  as well as all insurance  premiums  Landlord is required to pay or
deems  necessary  to  pay,  including  public  liability  insurance,  rent  loss
insurance  and  casualty  insurance  with  respect  to the  Building.  The  term
"Operating  Expenses" does not include  income and franchise  taxes of Landlord,
expenses  incurred in leasing to or procuring of tenants,  leasing  commissions,
advertising  expenses,  expenses  for the  renovating  of space for new tenants,
capital  improvements,  interest or principal  payments on any mortgage or other
indebtedness of Landlord, nor depreciation allowance or expense.

                  (b) In the event the Operating Expenses of the Building shall,
in any calendar year during the Term of this Lease, exceed the Operating Expense
estimate per square foot of rentable  area,  Tenant  agrees to pay as additional
rent Tenant's Share of the excess Operating Expenses. Landlord may, within three
(3) months  following  the close of any calendar  year for which such payment is
due under this paragraph,  invoice Tenant for the excess Operating Expenses. The
invoice shall include in reasonable  detail the  computation  of the  additional
payment,  and Tenant agrees to make payment of the excess Operating  Expenses to
Landlord within ten (10) days following  receipt of the invoice.  In the year in
which this Lease terminates, Landlord, in lieu of waiting until the close of the
calendar year in order to determine any excess Operating  Expenses,  may invoice
Tenant for Tenant's Share based upon an estimate of the year's excess  Operating
Expenses.  Landlord may invoice Tenant under this  provision  within thirty (30)
days prior to the  termination  of the Lease or at any time  thereafter.  Tenant
shall have the right, at its own expense and at a reasonable time and upon prior
notice to Landlord, to inspect Landlord's books at the Landlord or its manager's
place of business, relevant to the additional payments due under this paragraph.
Tenant's   obligation  to  pay  excess  Operating  Expenses  shall  survive  the
termination  of this  Lease.  Landlord  will  manage  the  Building  in a manner
generally  consistent  with other similar  single story office  buildings in the
area.

                  (c) Landlord  may, at its option,  estimate its annual cost of
Operating  Expenses and  determine  whether  excess  Operating  Expenses will be
payable from Tenant.  In such case, Tenant shall pay 1/12th of Tenant's Share of
such excess estimated  Operating  Expenses on the same date monthly rent is due.
Landlord shall thereafter  determine its actual Operating Expenses at the

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end of each calendar year and shall notify Tenant of any  adjustment  due, which
shall be paid by or credited to Tenant,  as the case may be,  within thirty (30)
days  after such  notice.  Tenant  shall  also pay sales tax due on such  excess
Operating Expenses whether paid on a monthly basis or at year-end.

         5.       BUILDING SERVICES

         Landlord  shall  furnish the  following  services to the  Building  and
Premises,  the cost of which shall be included in Operating Expenses and paid by
Tenant to the extent same exceeds the estimated Operating Expenses:

                  (a) Electrical  current for ordinary  purposes  connected with
the  maintenance  and  parking  areas of the  Building.  Electrical  current for
Tenant's Premises is at Tenant's sole expense.

                  (b) Electrical  lighting service in the Building parking areas
to the extent deemed by Landlord to be standard.

                  (c) Water,  sewer and trash  removal as determined by Landlord
to be  standard.  Tenant is  responsible  for  Tenant's  Janitorial  service  at
Tenant's sole expense.

         The failure by Landlord  to any extent to furnish,  or any  stoppage of
these services  resulting from causes beyond the control of Landlord,  shall not
render the  Landlord  liable in any  respect  for  damages  to either  person or
property,  nor be construed  as an eviction of Tenant,  nor work an abatement of
rent, nor relieve Tenant from  fulfillment of any covenant or agreement  hereof.
Should any equipment or machinery breakdown or, for any cause, cease to function
properly,  Landlord shall use reasonable  diligence to repair the same promptly,
but  Tenant  shall  have no claim for  rebate of rent or  damages  on account of
interruptions in service occasioned thereby or resulting therefrom.

         6.       REPAIRS, MAINTENANCE AND ALTERATIONS

                  (a) Tenant shall keep the  Premises,  including  the Leasehold
Improvements  and  Tenant's  Property,  neat,  clean,  and  in  good  order  and
condition.  Tenant  shall  give  Landlord  prompt  notice  of any  damage  to or
defective  condition in any part or appurtenance of the Premises,  the Leasehold
Improvements,   Tenant's  Property,   or  the  Building  including   mechanical,
electrical, plumbing, heating, ventilating, air conditioning and other equipment
facilities and systems located within or serving the Building,  (hereinafter the
"Building  Systems").  Tenant  shall,  at Tenant's  cost and expense,  repair or
replace any damage or injury  done to the  Building  or the  Premises  caused by
Tenant or by Tenant's agents,  employees,  invitees or visitors. If Tenant fails
to make such repairs or  replacements  promptly,  or within fifteen (15) days of
Landlord's written notice of occurrence,  Landlord may, at its option, make such
repairs or replacement  and Tenant shall repay the cost thereof to Landlord upon
demand.  Tenant shall not commit or allow any waste or damage to be committed on
any portion of the  Premises or the Building and shall,  at the  termination  of
this Lease,  by lapse of time or  otherwise,  deliver  the  Premises to Landlord
broom-clean  and in as  good  condition  as at  date of  possession  by  Tenant,
ordinary wear and tear excepted.

                  (b) The repair and maintenance of the heating, ventilating and
air conditioning systems, equipment and fixtures shall be undertaken pursuant to
an HVAC service  contract entered into by Landlord and included in the Operating
Expenses.

                  (c) Landlord shall, at Landlord's expense, repair, replace and
maintain the roof and the external and structural parts of the Building which do
not  constitute  a  part  of  the  Premises  and  shall  perform  such  repairs,
replacements and maintenance with reasonable dispatch, in a good and workmanlike
manner.  Landlord  shall keep and maintain the Common Area (the expense of which
shall be borne in part by Tenant as a Operating Expense described above) in good
order and repair.

                  (d)  Except  as  provided  herein,   Landlord  shall  have  no
liability to Tenant nor shall  Tenant's  covenants  and  obligations  under this
Lease  be  reduced  or  abated  in  any  manner  whatsoever  by  reason  of  any
inconvenience,  annoyance,  interruption  or injury  to  business  arising  from
Landlord's making any repairs or changes which Landlord is required or permitted
by this Lease or by any other tenant's lease or required by law to make in or to
any portion of the  Premises,


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the Building or the Building Systems.  Landlord shall  nevertheless use its best
efforts to minimize any interference with Tenant's business in the Premises.

                  (e) Tenant shall not make any alteration in or to the Premises
without the prior written  consent of Landlord,  which shall not be unreasonably
withheld.  If Landlord gives its consent to the making of alterations by Tenant,
all such work shall be done in accordance with such  requirements  and upon such
conditions  as  Landlord,  in its sole  discretion,  may  impose.  Any review or
approval  by  Landlord  of any  plans  or  specifications  with  respect  to any
alteration is solely for Landlord's  benefit,  and without any representation or
warranty  whatsoever  to Tenant with  respect to the  adequacy,  correctness  or
efficiency thereof or otherwise.

                  (f) Tenant shall defend,  indemnify and save harmless Landlord
from and against any and all mechanics' and other liens and  encumbrances  filed
by any person claiming through or under Tenant,  including security interests in
any materials,  fixtures,  equipment or any other  improvements or appurtenances
installed  in and  constituting  part of the  Premises  and  against  all costs,
expenses and  liabilities  (including  reasonable  attorneys'  fees) incurred in
connection with any such lien or encumbrance or any action or proceeding brought
thereon.  Tenant at its expense shall procure the  satisfaction  or discharge of
record of all such  liens and  encumbrances  within  twenty  (20) days after the
filing thereof.  Pursuant to the provisions of Section 713.10, Florida Statutes,
under no circumstances  shall the interest of Landlord in and to the Property or
the Building be subject to liens for  improvements  made by Tenant or subject to
any mechanic's,  laborer's or materialman's  lien or any other lien or charge on
account of or arising from any contract or obligations of Tenant.

         7.       USE OF THE PREMISES; RULES AND REGULATIONS; SIGNS

                  (a) Tenant shall use the Premises  only for the  Permitted Use
and all other uses or purposes are strictly prohibited.  Tenant shall not at any
time use or occupy, or suffer or permit anyone to use or occupy, the Premises or
do or permit anything to be done in the Premises which:  (i) causes or is liable
to cause injury to persons,  to the  Building or its  equipment,  facilities  or
systems; (ii) impairs or tends to impair the character, reputation or appearance
of the  Building as a first class  office  building;  (iii)  impairs or tends to
impair the proper and economic maintenance, operation and repair of the Building
or its  equipment,  facilities  or  systems;  (iv)  increases  the rate of fire,
liability  or other  insurance  coverage  for the  Property;  or (v)  annoys  or
inconveniences or tends to annoy or inconvenience  other tenants or occupants of
the Building as determined by Landlord.

                  (b) Tenant  shall  comply  with any rules and  regulations  as
Landlord may from time to time make;  provided,  however, in no event shall such
rules or  regulations  contradict  or  abrogate  any right or  privilege  herein
expressly granted to Tenant in this Lease. Landlord shall not be responsible for
the violation by anyone of any of said rules and regulations.  The current Rules
and Regulations are attached hereto as Exhibit B.

                  (c)  Only  such  signage  as  complies  with  Landlord's  Sign
Criteria, a copy of which is attached hereto as Exhibit C, shall be permitted at
the Premises.  Tenant agrees that no other signs or  advertising  devices of any
nature  shall be erected or  maintained  by Tenant on the  Premises or elsewhere
within the  Premises so as to be visible  from the  exterior of the  Building or
within the Complex. No exterior lighting, awnings, equipment or other structures
shall be permitted on the  Premises,  on the exterior  walls or extending to the
exterior of the  Building  or  elsewhere  in the  Complex  except as approved in
writing by Landlord.

         8.       LEASEHOLD IMPROVEMENTS

                  (a) All fixtures,  equipment,  improvements and  appurtenances
attached to or built into the  Premises,  whether or not by or at the expense of
Tenant,  and any  carpeting  or other  personal  property in the Premises on the
Commencement  Date installed by Landlord  (collectively  hereinafter  "Leasehold
Improvements"):  (i) shall be and remain a part of the  Premises;  (ii) shall be
deemed the property of Landlord; and (iii) shall not be removed by Tenant.

                  (b) All movable partitions, other business and trade fixtures,
furnishings,  furniture, machinery and equipment,  communications equipment, and
other personal  property located in the Premises  acquired by or for the account
of Tenant,  without expense to Landlord,  which can be removed without damage to
the Building  (collectively  sometimes  hereinafter called "Tenant's Property"),
shall be and shall  remain  the  property  of Tenant  and,  except as  otherwise

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prohibited  by this  Lease,  may be removed  by it at any time  during the Term;
provided that, if any of Tenant's Property is removed, Tenant shall pay the cost
of repairing any damage to the Premises or to the Building  resulting  from such
removal.

         9.       RIGHTS RESERVED TO LANDLORD

                  Landlord  reserves the following rights,  exercisable  without
liability  to Tenant for damage or injury to  property,  person or business  and
without  effecting  an  eviction,  constructive  or actual,  or  disturbance  of
Tenant's use or possession or giving rise to any claim:

                  (a) To have  passkeys to the Premises  and all doors  therein,
excluding Tenant's vaults and safes;

                  (b) On  reasonable  prior  notice to Tenant,  to  exhibit  the
Premises to any prospective purchaser,  mortgagee or assignee of any mortgage on
the  Building  or Complex and to others  having an interest  therein at any time
during the Term,  and to  prospective  tenants during the last six months of the
Term;

                  (c) To take any and all measures,  with prior written  notice,
except in cases of emergency, including entering the Premises for the purpose of
making  inspections,  repairs,  alterations,  additions and  improvements to the
Premises or to the Building (including for the purpose of checking, calibrating,
adjusting and balancing  controls and other parts of the Building  Systems),  as
may be necessary or desirable for the operation, improvement, safety, protection
or preservation of the Premises or the Building,  or in order to comply with all
laws,  orders and  requirements of governmental  or other  authority,  or as may
otherwise  be  permitted  or  required by this Lease;  provided,  however,  that
Landlord  shall use its best  efforts to  minimize  interference  with  Tenant's
business in the Premises.

         10.      ASSIGNMENT AND SUBLETTING

                  (a) Tenant shall not assign,  mortgage or encumber this Lease,
nor  sublet,  suffer or permit the  Premises  or any part  thereof to be used by
others,  without the prior written  consent of Landlord in each instance,  which
consent Landlord may not unreasonably withhold. If this Lease be assigned, or if
the  Premises or any part  thereof be sublet or  occupied  by anyone  other than
Tenant without  Landlord's prior written consent,  such purported  assignment or
subletting shall be null and void;  however,  Landlord may collect rent from the
assignee, subtenant or occupant, and apply the net amount collected to the Rent,
and no such  assignment,  subletting,  occupancy or collection shall be deemed a
waiver  of this  covenant,  or the  acceptance  of the  assignee,  subtenant  or
occupant as tenant,  or a release of Tenant from the further  performance of its
covenants  herein  contained.  The  consent  by  Landlord  to an  assignment  or
subletting  shall not be construed to relieve Tenant from  obtaining  Landlord's
written consent to any further assignment or subletting.

                  (b) For the purpose of this Lease, an "assignment"  prohibited
by this  section  shall be  deemed  to  include  the  following:  if Tenant is a
partnership, a withdrawal or change (voluntary, involuntary, by operation of law
or  otherwise)  of any of  the  partners  thereof,  or  the  dissolution  of the
partnership;  or,  if  Tenant  consists  of more than one  person,  a  purported
assignment,  transfer,  mortgage  or  encumbrance  (voluntary,  involuntary,  by
operation  of law or  otherwise)  from  one  thereof  unto the  other or  others
thereof; or, if Tenant is a corporation, any dissolution,  merger, consolidation
or other  reorganization of Tenant,  or any change in the ownership  (voluntary,
involuntary,  by operation  of law,  creation of new stock or  otherwise)  of 50
percent or more of its capital stock from the ownership  existing on the date of
execution  hereof;  or, the sale of fifty  percent (50%) or more of the value of
the assets of Tenant.

                  (c) No assignment or  subletting  shall affect the  continuing
primary  liability of Tenant (which,  following  assignment,  shall be joint and
several with the assignee), and Tenant shall not be released from performing any
of the terms, covenants and conditions of this Lease.

Notwithstanding  anything  in this  Lease  to the  contrary,  in the  event of a
merger, consolidation,  sale or other effective transfer of stock of Tenant or a
change in control or transfer of a majority  interest in Tenant,  (singularly or
collectively a "transfer") same shall be deemed to be permitted assignment under
the  terms and  conditions  hereof (a  "Permitted  Assignment"),  so long as the
resulting Assignee has a net worth ( as defined by generally accepted accounting
principles)  equal or greater than Tenant.  Such Permitted  Assignment shall not
require the

                                       7
<PAGE>


Landlord's  consent  to same.  If a transfer  has  occurred,  Tenant  shall give
written notice to Landlord of same. However,  Tenant's failure to give notice to
Landlord of the transfer shall not affect either the effect or permissibility of
the transfer.  Further,  the Assignee under any such Permitted  Assignment shall
(i) execute an acknowledgement  of assignment  agreeing to be bound by the terms
and conditions  contained in this Lease,  (ii) provide  Landlord such reasonable
assurances as to its  acceptance  thereof,  and (iii) be entitled to enforce any
rights  of  Tenant  hereunder.  In the  event of a  conflict  between  the terms
contained in this paragraph and any other paragraph contained in this Lease, the
terms of this paragraph shall control.

         11.      HOLDING OVER

         If Tenant retains  possession of the Premises or any part thereof after
the Term has expired, Tenant's occupancy of the Premises shall be as a tenant at
will,  terminable  at any time by Landlord.  Tenant shall pay Landlord  rent for
such time as Tenant  remains  in  possession  at the rate of one  hundred  fifty
percent  (150%) of the total amount of the Rent payable  hereunder for the month
immediately  preceding the  Termination  Date for the first two (2) months,  and
thereafter at two hundred percent (200%) of the total amount of the Rent payable
hereunder for the month  immediately  preceding the  Termination  Date,  and, in
addition  thereto,  shall pay  Landlord  for all damages  sustained by reason of
Tenant's retention of possession.  The provisions of this Section do not exclude
Landlord's rights of re-entry or any other right hereunder.

         12.      SURRENDER OF THE PREMISES

                  (a) At the  expiration  of the  Term or  earlier  termination,
Tenant  shall  peaceably   surrender  the  Premises,   including  the  Leasehold
Improvements,  in  broom-clean  condition and otherwise in as good  condition as
when Tenant took possession, except for: (i) reasonable wear and tear; (ii) loss
by fire or other  casualty,  and (iii) loss by  condemnation.  Tenant shall,  on
Landlord's  request,  remove Tenant's Property and pay the cost of repairing all
damage to the Premises or the Building caused by such removal.

                  (b) If Tenant  abandons  or  surrenders  the  Premises,  or is
dispossessed by process of law, or otherwise,  any of Tenant's  Property (except
money, securities and other like valuables) left on the Premises shall be deemed
abandoned;  and title thereto shall  automatically  pass to Landlord  under this
Lease as by a bill of sale.  Thereafter,  Landlord  may in its sole and absolute
discretion choose to remove,  store or otherwise dispose of such property in any
manner it may deem  commercially  reasonable.  However,  the  proceeds  from the
disposition  of such property  shall be applied  against the balance of any sums
owed to Landlord by Tenant and against the costs of the removal or disposition.

         13.      DESTRUCTION OR DAMAGE

                  (a) If the  Building or the  Premises are damaged or destroyed
by fire or other  casualty,  and this Lease is not terminated as provided below,
Landlord  shall  repair the damage and restore or rebuild the  Building  and the
Premises (as the case may be), at its expense,  with  reasonable  dispatch after
notice to it of the damage or destruction, to the extent that insurance proceeds
are available for such repair,  restoration  or rebuilding;  provided,  however,
that  Landlord  shall  not be  required  to repair or  replace  any of  Tenant's
Property,  or any  alteration  of  Leasehold  Improvements  made  by  Tenant  or
nonstandard building improvements made by Landlord.

                  (b) If the  Premises are damaged or destroyed by fire or other
casualty,  the Rent shall  equitably  abate, to the extent that the Premises are
rendered  untenantable,  for  the  period  from  the  date  of  such  damage  or
destruction to the date the damage is repaired or restored.

                  (c) If the Building or the Premises is  substantially  damaged
or destroyed by fire or other  casualty,  Landlord may  terminate  this Lease by
notice to Tenant  within  ninety (90) days after the date of the  casualty,  and
this Lease shall terminate upon the thirtieth  (30th) day after such notice,  by
which date Tenant shall vacate and surrender the Premises to Landlord.  The Rent
shall be prorated to the date of the casualty. The Premises or Building (whether
or not the  Premises  are  damaged)  shall be deemed  substantially  damaged  or
destroyed if (i) the amount of the damage is more than twenty  percent  (20%) of
the replacement value of the Building  immediately prior to the casualty or (ii)
restoration is not possible in accordance  with Landlord's  reasonable  estimate
within one hundred eighty (180) days following the date the damage occurred. If,
by reason of such  casualty,  the  Premises are  rendered  untenantable  in some
material  portion,  and the  amount of time

                                       8
<PAGE>

required  to repair the damage is  reasonably  determined  by  Landlord to be in
excess of one hundred  eighty  (180) days from the date of such  casualty,  then
Tenant shall have the right to terminate this Lease by giving  Landlord  written
notice of termination  within thirty (30) days after the date Landlord  delivers
Tenant  notice  that the amount of time  required  to repair the damage has been
determined by Landlord to be in excess of one hundred eighty (180) days.

                  (d) No  damages,  compensation  or claim  shall be  payable by
Landlord for any casualty,  or any inconvenience,  loss of business or annoyance
arising from any repair or  restoration of any portion of the Premises or of the
Building  pursuant to this Section.  Landlord shall use its best efforts to make
such repair or restoration  promptly and in such manner as will not unreasonably
interfere with Tenant's use and occupancy of the Premises.

         14.      EMINENT DOMAIN

                  (a)  If the  whole  of  the  Building  is  lawfully  taken  by
condemnation  or any other manner for any public or quasi-public  purpose,  this
Lease  shall  terminate  as of the date of vesting  of title in such  condemning
authority  (which date is hereinafter also referred to as the "date of taking"),
and the Rent shall be  prorated  to such date.  If any part of the  Building  or
Complex is so taken, this Lease shall be unaffected by such taking,  except that
(i) Landlord may  terminate  this Lease by notice to Tenant  within  ninety (90)
days after the date of taking,  and (ii) if twenty  percent (20%) or more of the
Premises  shall be taken and the  remaining  area of the  Premises  shall not be
reasonably  sufficient for Tenant to continue operation of its business,  Tenant
may terminate this Lease by notice to the Landlord within 90 days after the date
of taking.  This Lease shall  terminate  on the 30th day after such  notice,  by
which date Tenant shall vacate and surrender the Premises to Landlord.  The Rent
shall be prorated  to such date as Tenant is required to vacate the  Premises by
reason of the taking. If this Lease continues in force upon such partial taking,
the Rent shall be  equitably  adjusted  according  to the  rentable  area of the
Premises remaining.

                  (b) In the event of any  taking,  all of the  proceeds  of any
award,  judgment or settlement payable by the condemning  authority shall be and
remain the sole and exclusive  property of Landlord,  and Tenant hereby  assigns
all of its right,  title and  interest  in and to any such  award,  judgment  or
settlement to Landlord.  Tenant,  however,  shall have the right,  to the extent
that the same shall not reduce or prejudice  Landlord's award, to claim from the
condemning  authority,  but  not  from  Landlord,  such  compensation  as may be
recoverable by Tenant in its own right for moving  expenses and damage to Tenant
's Property.

         15.      INDEMNIFICATION

                  (a) Tenant shall indemnify  Landlord and save it harmless from
all claims, suits, actions, damages, liabilities and expenses in connection with
loss of life,  bodily or personal  injury or  property  damage  occurring  on or
arising  from or out of Tenant's  use or  occupancy  of the Premises or any part
thereof,  or  occasioned  wholly or in part by any act or  omission  of  Tenant,
whether  occurring  in or about the  Premises  or in Common  Areas or  elsewhere
within the Building or on the Complex. The foregoing  indemnification  shall not
apply to injury,  loss or damage  proximately caused solely by the negligence of
Landlord or its agents,  contractor  or employees,  unless such injury,  loss or
damage is covered by  insurance  Tenant is required to provide or does  provide.
This   obligation  to  indemnify   includes   reasonable   attorneys'  fees  and
investigation costs and all other reasonable costs, expenses and liabilities.

                  (b) Landlord  shall not be  responsible or liable to Tenant or
to those  claiming by,  through or under  Tenant for any injury,  loss or damage
that may be occasioned by or through the acts or omissions of persons  occupying
other  premises  in  the  Building.  Unless  proximately  caused  solely  by the
negligence of Landlord, its agents, contractors or employees, Landlord shall not
be  responsible  or liable  to  Tenant  for any  defect  or  failure,  latent or
otherwise,  in (or any act or omission in the construction of) the Building, the
Premises or any of the Building  Systems,  nor shall it be responsible or liable
for any injury,  loss or damage to any person or property of Tenant or any other
person caused by or resulting from bursting,  breakage,  leakage, steam, snow or
ice, running,  backing up, seepage,  or the overflow of water or sewerage in any
part of the  Building or for any injury,  loss or damage  caused by or resulting
from acts of God or the elements,  theft, fire, public enemy, injunction,  riot,
strike, insurrection,  court order, requisition or order of governmental body or
authority,  or any other cause beyond Landlord's  control.  Landlord shall in no
event be liable to Tenant for indirect or  consequential  damages.  Tenant shall
give prompt notice to Landlord in case of fire, casualty,  defect or accident in
the Premises or in the Building or of defects therein or in any Building System.

                                       9
<PAGE>

                  (c) In case  any  action  or  proceeding  is  brought  against
Landlord to which this indemnification shall be applicable, Tenant shall pay all
costs,  attorneys' fees, expenses and liabilities  resulting therefrom and shall
defend  such action or  proceeding  if  Landlord  shall so request,  at Tenant's
expense, by counsel reasonably satisfactory to Landlord.

         16.      TENANT'S INSURANCE

                  (a)  During  the Term of this  Lease or any  renewal  thereof,
Tenant shall obtain and promptly pay all premiums for general  public  liability
insurance against claims for personal injury, death or property damage occurring
upon, or about the Premises with carriers and in amounts reasonably satisfactory
to  Landlord  but with  minimum  limits  of not less  than One  Million  Dollars
($1,000,000.00) combined single limit for bodily injury and property damage, and
all such  policies  and  renewals  thereof  shall  name  Landlord  and Tenant as
insureds. All policies of insurance shall provide (i) that no material change or
cancellation  of said  policies  shall be made  without  thirty  (30) days prior
written  notice to  Landlord  and  Tenant,  (ii) that any loss  shall be payable
notwithstanding  any  act or  negligence  of  Tenant  or  Landlord  which  might
otherwise  result  in the  forfeiture  of said  insurance,  and  (iii)  that the
insurance  company issuing the same shall not have right of subrogation  against
Landlord.  On or before the  Commencement  Date,  and  thereafter  not less than
fifteen  (15) days prior to the  expiration  dates of said  policy or  policies,
Tenant  shall  provide  copies of policies  of  insurance  evidencing  coverages
required by this Lease. Landlord may reasonably increase the aforesaid insurance
limits from time to time.

                  (b) If during the Term  insurance  premiums  on any  insurance
policy  carried by Landlord on the Building or the Premises are increased due to
or resulting from Tenant's occupancy hereunder,  Tenant shall pay to Landlord as
additional  rent  the  amount  by which  Landlord's  insurance  premiums  exceed
standard rates. Any amount payable by Tenant hereunder shall be paid to Landlord
within ten (10) days after notice to Tenant accompanied by the premium notice or
other evidence of the amount due.

                  (c) If desired by Tenant,  Tenant shall at its expense  obtain
insurance on Tenant's Property and any nonstandard building  improvements within
the Premises.

                  (d) Neither party shall be liable to the other party or to any
insurance  company insuring the other party (by way of subrogation or otherwise)
for any loss or damage to any property,  or losses under workmen's  compensation
laws and benefits,  even though such loss or damage may have been  occasioned by
the negligence of such party,  its agents or employees,  provided that such loss
or damage is insured against under the terms of insurance  policies  referred to
elsewhere in this Lease.

         17.      SUBORDINATION AND ATTORNMENT

                  (a) This  Lease and all  rights of Tenant  hereunder  shall be
subordinate to all mortgages  (referred to as the "mortgages")  which may now or
hereafter  affect the Building or Property.  The  foregoing  provision  shall be
self-operative and no further instruments of subordination shall be required. In
confirmation of such subordination,  Tenant shall promptly execute,  acknowledge
and deliver any instrument  that Landlord,  or the holder of any mortgage or any
of their respective  assigns or successors in interest may reasonably request to
evidence such subordination.

                  (b) If any mortgagee (or any purchaser at a foreclosure  sale)
succeeds to the rights of Landlord under this Lease, whether through foreclosure
action or delivery of a deed,  (a "Successor  Landlord")  Tenant shall attorn to
and recognize such Successor  Landlord as Tenant's landlord under this Lease and
shall promptly  execute and deliver any instrument that such Successor  Landlord
may reasonably request to evidence such attornment.  Landlord shall use its best
efforts to obtain from each  mortgagee an  agreement  that if as a result of the
exercise  of  their  rights  they  acquire  Landlord's  interest  in  and to the
Premises,  then as  Successor  Landlord  they shall  recognize  the validity and
continuance  of this  Lease and shall not  disturb  Tenant's  possession  of the
Premises so long as Tenant  shall not be in default of this  Lease,  except that
Successor  Landlord  shall in no event:  (i) be liable for any  previous  act or
omission of a prior landlord under this Lease; (ii) be subject to any offset for
a claim  arising prior to its  succession  to the rights of Landlord  under this
Lease; or, (iii) be bound by any modification of this Lease or by any prepayment
of more than

                                       10
<PAGE>

one  month's  Rent,  unless  such  modification  or  prepayment  shall have been
expressly approved by the Successor Landlord.

                  (c) Within 60 days after the execution of this Lease, Landlord
shall provide a  non-disturbance  agreement from any Mortgagee to Tenant for any
Mortgage placed on the Building.

         18.      ESTOPPEL CERTIFICATE BY TENANT

                  (a) Tenant  shall from time to time upon  request by  Landlord
deliver to Landlord a statement  in writing  certifying:  (i) that this Lease is
unmodified  and in full force and  effect (or if there have been  modifications,
identifying such modifications and certifying that the Lease, as modified, is in
full force and  effect);  (ii) the dates to which the Rent has been paid;  (iii)
that  Landlord  is not in  default  under  any  provision  of this  Lease (or if
Landlord is in default,  specifying each such default); and, (iv) the address to
which  notices  to  Tenant  shall be sent;  it  being  understood  that any such
statement so delivered may be relied upon in connection with any lease, mortgage
or  transfer  of the  Building.  Tenant's  failure to do so within ten (10) days
after  request  therefore  shall,  at  Landlord's  option,  be deemed a material
default under this Lease.

                  (b)  Tenant's  failure to deliver such  statement  within such
time shall be conclusive  upon Tenant that:  (i) this Lease is in full force and
effect and not modified except as Landlord may represent; (ii) not more than one
month's Rent has been paid in advance;  (iii) there are no such  defaults;  and,
(iv) notices to Tenant shall be sent to Tenant's Mailing Address as set forth in
this Lease.  Notwithstanding the presumptions of this Section,  Tenant shall not
be relieved of its obligations to deliver said statement.

         19.      TRANSFER OF LANDLORD'S INTEREST

         Landlord may assign,  in whole or in part,  its rights and  obligations
under this Lease and its rights and obligations in and to the Property. The term
"Landlord" as used in this Lease,  so far as covenants or agreements on the part
of Landlord are  concerned,  shall be limited to mean and include only the owner
or owners of Landlord's interest in this Lease at the time in question. Upon any
transfer or transfers of such  interest,  Landlord  herein named (and in case of
any subsequent  transfer,  the then transferor)  shall thereafter be relieved of
all liability for the  performance of any subsequent  covenants or agreements on
the part of Landlord contained in this Lease.

         20.      DEFAULT

                  (a) The following shall be events of default under this Lease:
(i) if  Tenant  defaults  in  payment  of the Rent for a period of five (5) days
after any  payment of the Rent  shall  become  due and  payable;  (ii) if Tenant
defaults in the performance of any other term, covenant, condition or obligation
of Tenant under this Lease and fails to cure,  such  default  within a period of
fifteen (15) days after written  notice from Landlord  specifying  such default,
provided, however, that if the nature of Tenant's default is such that more than
fifteen  (15) days are required to cure such  default,  then Tenant shall not be
deemed to be in default if it shall  commence such cure within such fifteen (15)
day period and thereafter diligently prosecute the same to completion;  (iii) if
Tenant abandons or vacates any portion of the Premises,  or if the Premises or a
substantial  part thereof remain  unoccupied for a period of thirty (30) days or
more; (iv) if Tenant makes any transfer, assignment, conveyance, sale, pledge or
disposition of all or a substantial  portion of Tenant's Property,  or removes a
substantial  portion of Tenant's Property from the Premises;  (v) if Tenant is a
corporation  which is not validly existing and in good standing;  (vi) if Tenant
is a  partnership  which is  dissolved  or  liquidated;  or,  (vii) if  Tenant's
interest  herein is sold under  execution.  Any installment of Rent or any other
sum due by Tenant  hereunder  not paid within ten (10) days  following  the date
when due and  payable  shall bear  interest  from the date due until paid at the
lesser of (i) 10% per annum or (ii) the maximum lawful contract rate per annum.

                  (b) Upon  any such  event of  default,  Landlord  may  without
prejudice to its other rights  hereunder,  do any one or more of the  following:
(i) terminate this Lease and re-enter and take possession of the Premises;  (ii)
recover  possession of the Premises (with or without  terminating this Lease, at
Landlord's  option) in the manner  prescribed by any statute relating to summary
process;  (iii)  Landlord may relet the Premises as Landlord may see fit without
thereby  avoiding  or  terminating  this  Lease,  and  for the  purpose  of such
reletting, Landlord is authorized to make such repairs to the Premises as may be
necessary in the sole  discretion of Landlord for the

                                       11
<PAGE>

purpose of such  reletting,  and if a sufficient  sum is not realized  from such
reletting  (after  payment of all costs and  expenses  of such  repairs  and the
expense of such  reletting and the collection of rent accruing  therefrom)  each
month to equal the Rent,  then Tenant shall pay such  deficiency each month upon
demand therefor;  and (iv) Landlord may declare  immediately due and payable all
the  remaining  installments  of the Rent and such amount,  less the fair rental
value of the  Premises  for the  remainder  of the Term,  shall be  construed as
liquidated  damages  and shall  constitute  a debt  provable  in  bankruptcy  or
receivership. In computing such liquidated damages, there shall be added to such
deficiency  any  reasonable  expenses as Landlord may incur in  connection  with
reletting,  such as court costs,  attorneys' fees and  disbursements,  brokerage
fees,  and for putting and keeping the  Premises in good order or for  preparing
the Premises for reletting. The failure of Landlord to relet the Premises or any
part thereof after recovery of possession  shall not release or affect  Tenant's
liability  for  damages.  Landlord  shall  in no  event  be  liable  in any  way
whatsoever for failure to relet the Premises,  or in the event that the Premises
are relet,  for  failure to collect  the Rent under such  reletting.  All of the
damages, which are specified in this Lease, are in addition to all other damages
and  costs to which  Landlord  may be  entitled  under  the laws of the State of
Florida.

                  (c) After default,  the acceptance of the Rent (or any portion
thereof) or failure to re-enter by Landlord  shall not be held to be a waiver of
its  rights  to  terminate  this  Lease,  and  Landlord  may  re-enter  and take
possession of the Premises as if no Rent had been  accepted  after such default.
All of the  remedies  given to Landlord in this Lease in the event of default by
Tenant are in addition to all other rights or remedies to which  Landlord may be
entitled  under the laws of the State of  Florida;  all such  remedies  shall be
deemed  cumulative  and the  election of one shall not be deemed a waiver of any
other or further rights or remedies.

                  (d)  Landlord  shall  not be deemed  to be in  default  in the
performance  of any  obligation  required to be performed by Landlord  hereunder
unless and until it has failed to perform  such  obligation  within  thirty (30)
days after receipt of written notice thereof from Tenant to Landlord;  provided,
however,  that if the nature of  Landlord's  obligations  is such that more than
thirty (30) days are required for its  performance,  then Landlord  shall not be
deemed to be in default if it shall commence such performance within such 30-day
period and thereafter diligently prosecutes the same to completion.

         21.      BANKRUPTCY

         If Tenant shall file a voluntary  petition  pursuant to the  Bankruptcy
Code or any successor thereto,  or take the benefit of any insolvency act, or be
dissolved, or if an involuntary petition be filed against Tenant pursuant to the
Bankruptcy  Code or any successor  thereto,  or if a receiver shall be appointed
for its  business  or its assets and the  appointment  of such  receiver  is not
vacated within 30 days after such appointment, or if it shall make an assignment
for the benefit of its creditors,  then and forthwith  thereafter Landlord shall
have all of the rights provided above in the event of nonpayment of the Rent.

         22.      BROKERAGE FEES

         Tenant  warrants and represents that it has not dealt with any Realtor,
broker or agent in  connection  with this Lease except the Broker.  Tenant shall
indemnify  and hold  Landlord  harmless  from any  cost,  expense  or  liability
(including cost of suit and reasonable  attorneys'  fees) for any  compensation,
commissions  or  charges  claimed  by any  other  Realtor,  broker,  or agent in
connection with this Lease or by reason of any act of Tenant.

         23.      NOTICES

         All notices,  demands or other communications  ("notices") permitted or
required  to be given  hereunder  shall be in  writing  and,  if mailed  postage
prepaid by certified or registered  mail,  return  receipt  requested,  shall be
deemed  given  three days  after the date of  mailing  thereof or on the date of
actual receipt,  if sooner; all other notice not so mailed shall be deemed given
on the date of actual receipt.  Notices shall be addressed as follows: (a) if to
Landlord,  to the  Landlord's  Mailing  Address  and  (b) if to  Tenant,  to the
Tenant's Mailing Address. Landlord and Tenant may from time to time by notice to
the other  designate  such  other  place or  places  for the  receipt  of future
notices.

         24.      SECURITY DEPOSIT

         Tenant has deposited with Landlord the Security Deposit as security for
the  full  and  faithful

                                       12
<PAGE>

performance  of every  provision  of this Lease to be  performed  by Tenant.  If
Tenant defaults with respect to any provision of this Lease,  including  payment
of the Rent,  Landlord may use,  apply or retain all or any part of the Security
Deposit for the payment of any Rent,  or to  compensate  Landlord  for any other
loss, cost or damage which Landlord may suffer by reason of Tenant's default. If
any portion of the Security Deposit is so used or applied,  Tenant shall, within
five (5) days after  notice  thereof,  deposit  cash with  Landlord in an amount
sufficient to restore the Security Deposit to its original amount,  and Tenant's
failure to do so shall be a breach of this Lease. Landlord shall not be required
to keep the Security  Deposit  separate from its general funds, nor pay interest
to Tenant. If Tenant shall fully and faithfully  perform every provision of this
Lease to be performed by it, the Security  Deposit or any balance  thereof shall
be returned to Tenant at the  expiration of the Term and upon Tenant's  vacation
of  the  Premises.  If  the  Building  is  sold,  the  Security  Deposit  may be
transferred  to the new owner,  and Landlord  shall be  discharged  from further
liability  with  respect  thereto.  The  Security  Deposit  shall in no event be
considered an advance rental payment, nor a measure of Landlord's damages.

         25.      QUIET ENJOYMENT

         Tenant,  upon  paying the Rent and  performing  all of the terms on its
part to be performed,  shall  peaceably and quietly enjoy the Premises  subject,
nevertheless,  to the terms of this Lease and to any mortgage or other agreement
to which this Lease is subordinated.

         26.      OBSERVANCE OF LAW

                  (a) Tenant shall comply with all provisions of law,  including
federal, state, county and city laws, ordinances and regulations, building codes
and any other governmental,  quasi-governmental  or municipal  regulations which
relate to the partitioning,  equipment operation,  alteration, occupancy and use
of the  Premises,  and to the making of any  repairs,  replacements,  additions,
changes,  substitutions or improvements of or to the Premises.  Moreover, Tenant
shall  comply  with all police,  fire and  sanitary  regulations  imposed by any
federal,   state,   county  or  municipal   authority,   or  made  by  insurance
underwriters,  and shall observe and obey all other  requirements  governing the
conduct of any business conducted in the Premises.

                  (b)  Notwithstanding  the  foregoing,  it shall be  Landlord's
responsibility to comply with all provisions of law, including  federal,  state,
county and city laws, ordinances and regulations,  building codes, and any other
governmental,  quasi-governmental  or municipal  regulations which relate to the
Building  insofar  as they  may  require  structural  changes  in the  Building,
provided  nevertheless,  that such changes shall be the responsibility of Tenant
if they are changes  required by reason of a condition which has been created by
or at the  instance of Tenant,  or are required by reason of a default by Tenant
hereunder.

         27.      LIMITATION OF LANDLORD'S LIABILITY

                  (a) Tenant shall be limited for the  satisfaction of any money
judgment against  Landlord solely to Landlord's  interest in the Building or the
Complex or any proceeds  arising from the sale thereof and no other  property or
assets  of  Landlord  or  the  individual  partners,  directors,   officers,  or
shareholders  of  Landlord  shall  be  subject  to  levy,   execution  or  other
enforcement procedure whatsoever for the satisfaction of said money judgment.

                  (b)  Landlord's  obligations  hereunder  shall be binding upon
Landlord  only for the  period  of time that  Landlord  is in  ownership  of the
Building;  and, upon  termination of that  ownership,  Tenant,  except as to any
obligations which have then matured,  shall look solely to Landlord's  successor
in interest in the Building for the satisfaction of each and every obligation of
Landlord hereunder.

         28.      PARKING

         Parking of motor  vehicles  shall be limited to five (5) parking spaces
per 1,000  rentable  square  feet of leased  space as  delineated  in the Common
Areas,  on a first come - first  serve  basis.  Landlord  reserves  the right to
implement and enforce reasonable rules and regulations as to parking.

         29.      COMMON AREAS

         All Common Areas,  and other areas,  facilities and improvements as may
be  provided by

                                       13
<PAGE>

Landlord  from time to time for the general use, in common,  by Tenant and other
tenants of the Building or of other buildings, their employees, agents, invitees
and  licenses,  shall at all  times be  subject  to the  exclusive  control  and
management of Landlord,  and Landlord  shall have the right from time to time to
establish,  modify and enforce  reasonable rules and regulations with respect to
all such Common Areas, facilities and improvements.

         30.      AUTHORITY

         If Tenant is a corporation (or partnership),  each individual executing
this  Lease on  behalf  of said  corporation  (or  partnership)  represents  and
warrants that he is duly  authorized to execute and deliver this Lease on behalf
of said  corporation  (or  partnership)  in  accordance  with the  duly  adopted
resolution of the Board of Directors of said  corporation or in accordance  with
the bylaws of said corporation (or under the pertinent partnership  agreements),
that any required consents or approvals of third parties have been obtained, and
that this Lease is binding upon said  corporation (or partnership) in accordance
with its terms.

         31.      WAIVER

         The failure of either party to insist in any one or more instances upon
the strict  performance of any one or more of the  obligations of this Lease, or
to exercise any election herein contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such one or more obligations
of this Lease or of the right to exercise such.

         32.      ATTORNEYS' FEES

         In any action or proceeding which Landlord or Tenant may be required to
prosecute or enforce its respective  rights  hereunder,  the unsuccessful  party
agrees to pay all costs  incurred by the  prevailing  party  therein,  including
reasonable attorneys' fees (including on any appeal).

         33.      RADON GAS

         The following  disclosure  is included in accordance  with Florida law:
Radon is a naturally occurring  radioactive gas that, when it has accumulated in
a building in sufficient quantities, may present health risks to persons who are
exposed  to it over  time.  Levels  of  radon  that  exceed  federal  and  state
guidelines  have been found in  buildings  in  Florida.  Additional  information
regarding radon and radon testing may be obtained from your County Public Health
Unit.

                                       14
<PAGE>

         34.      HAZARDOUS SUBSTANCES

         Tenant  represents and warrants to Landlord that the activities  Tenant
will conduct on the Premises pose no hazard to human health or the  environment,
nor do they violate any  applicable  federal,  state or local laws,  ordinances,
rules or  regulations  pertaining  to  Hazardous  Materials  (to be  hereinafter
defined)  or  industrial  hygiene or  environmental  conditions  ("Environmental
Laws").  Tenant  shall  not  cause or  permit  the  Premises  to be used for the
generation,  handling,  storage,  transportation,  disposal  or  release  of any
Hazardous   Materials   except  as  exempted  or  permitted   under   applicable
Environmental  Laws;  and Tenant  shall not cause or permit the  Premises or any
activities conducted thereon to be in violation of any applicable  Environmental
Laws. Tenant shall acquire and maintain all permits, approvals, licenses and the
like required by Environmental Laws for Tenant's activities on the Premises; and
Tenant shall keep those permits,  approvals,  licenses and the like current, and
shall comply with all  regulations,  rules and  restrictions  relating  thereto.
Tenant  agrees to indemnify  Landlord and hold the  Landlord  harmless  from all
claims, losses, damages, liabilities, fines, penalties and charges and all costs
and expense  incurred in connection  therewith  (including  attorneys'  fees and
litigation expenses),  directly or indirectly resulting in whole or in part from
Tenant's  violation of any  Environmental  Laws applicable to the Premises or to
any activity conducted thereon, or from any use, generation,  handling, storage,
transportation,  disposal or release of Hazardous  Materials at or in connection
with the  Premises,  or any clean up or other  remedial  measures  required with
respect to the Premises under any  Environmental  Laws.  Tenant shall  reimburse
Landlord  immediately  upon  demand  for all sums  paid and  costs  incurred  by
Landlord with respect to the foregoing matters. This indemnity shall survive the
full  performance and expiration of this Lease and shall inure to the benefit of
any  transferee  of title to the Land.  For  purposes  of this  Lease,  the term
"Hazardous Materials" shall include any substances defined as or included in the
definition of "hazardous substances", "hazardous wastes", "hazardous materials",
"toxic  substances",  "contaminants",   "regulated  substances",  or  any  other
pollution under any applicable federal, state or local laws,  ordinances,  rules
or regulations now or hereafter in effect.

         35.      SEVERABILITY

         If any  clause or  provision  of this  Lease is or  becomes  illegal or
unenforceable because of present or future laws or any rule or regulation of any
governmental  body or entity,  effective  during the Term,  the intention of the
parties  hereto is that the remaining  parts of this Lease shall not be affected
thereby unless such clause or provision is, in the reasonable  determination  of
Landlord,  essential and material to its rights,  in which event  Landlord shall
have the right to terminate this Lease by notice to Tenant.

         36.      PROCEEDINGS

         TENANT  AND  LANDLORD  BOTH  WAIVE A TRIAL BY JURY OF ANY OR ALL ISSUES
ARISING  IN ANY  ACTION  OR  PROCEEDING  BETWEEN  THE  PARTIES  HERETO  OR THEIR
SUCCESSORS, UNDER OR CONNECTED WITH THIS LEASE, OR ANY OF ITS PROVISIONS.

         37.      BINDING EFFECT

         All the terms and  provisions  of this Lease shall be binding  upon and
inure to the benefit of the parties  hereto and their  respective  heirs,  legal
representatives, successors and assigns.

         38.      APPLICABLE LAW

         This Lease shall be deemed to have been made in and shall be  construed
in accordance with the laws of the State of Florida.

         39.      AMENDMENTS

         This  Lease  sets  forth  all  the  covenants,   promises,  agreements,
conditions  and  understandings  between  Landlord  and  Tenant  concerning  the
Premises,   Building  and  Complex,  and  there  are  no  covenants,   promises,
agreements,  conditions or understandings,  either oral or written, between them
other  than as are herein set forth.  Except as herein  otherwise  provided,  no
subsequent  alteration,  amendment,  change or  addition  to this Lease shall be
binding upon Landlord or Tenant unless reduced to writing and signed by them.

                                       15
<PAGE>

         40.      CAPTIONS

         The captions appearing within the body of this Lease have been inserted
as a matter of convenience and for reference only and in no way define, limit or
enlarge the scope or meaning of this Lease or of any provision hereof.

         41.      ACCORD AND SATISFACTION

         No payment by Tenant or receipt by Landlord of a lesser amount than the
Rent payment  herein  stipulated  shall be deemed to be other than on account of
the Rent,  nor shall any  endorsement  or  statement  on any check or any letter
accompanying  any check or payment as Rent be deemed an accord and  satisfaction
(unless  Landlord  expressly  agrees to an accord and satisfaction in a separate
agreement  duly accepted by  Landlord's  appropriate  officer of officers),  and
Landlord may accept such check or payment without  prejudice to Landlord's right
to recover the balance of such Rent or pursue any other remedy  provided in this
Lease.  Landlord may receive and retain,  absolutely and for itself, any and all
payments so tendered, notwithstanding any accompanying instructions by Tenant to
the contrary, and any such payment shall be treated by Landlord at its option as
being  received  solely  on  account  of any  amounts  due and  owing  Landlord,
including the Rent,  and to such items and in such order as Landlord in its sole
discretion shall determine.

         42.      MISCELLANEOUS

                  (a)  If  any  provision  contained  in an  Exhibit,  Rider  or
Addendum is inconsistent  with any other provision of this Lease,  the provision
contained  in said  Exhibit,  Rider  or  Addendum  shall  supersede  said  other
provision, unless otherwise provided in said Exhibit, Rider or Addendum.

                  (b) The use of the neuter singular  pronoun to refer to either
party shall be deemed a proper  reference  even though it may be an  individual,
partnership,  corporation or a group of two or more individuals or corporations.
The necessary  grammatical changes required to make the provisions of this Lease
apply in the plural  number  where there is more than one Landlord or Tenant and
to either  corporations,  associations,  partnerships or  individuals,  males or
females,  shall in all  instances  be  assumed  as  though  in each  case  fully
expressed.

                  (c) This Lease may be executed in several counterparts, all of
which constitute one and the same instrument.

                  (d) As used  in  this  Lease,  any  list of one or more  items
preceded by the word "including" shall not be deemed limited to the stated items
but shall be deemed without limitation.

                  (e) The language of this Lease shall be construed according to
its normal and usual meaning and not strictly for or against either  Landlord or
Tenant.

                  (f) If more than one person or entity  executes  this Lease as
Tenant,  each such person or entity  shall be jointly and  severally  liable for
observing and performing each of the terms, covenants, conditions and provisions
to be observed or performed by Tenant.

                  (g) The  voluntary or other  surrender of this Lease by Tenant
or a  mutual  cancellation  thereof  shall  not  work a  merger  and  shall,  at
Landlord's   option,   either  terminate  all  or  any  existing   subleases  or
subtenancies  or  operate as an  assignment  to  Landlord  of any or all of such
subleases or subtenancies.

                  (h) Neither this Lease nor any  memorandum of this Lease shall
be recorded in the Public Records by Tenant without the express  written consent
of Landlord. Any such recording by Tenant without such consent shall be deemed a
default by Tenant hereunder.

         43.      RIGHT OF FIRST OFFER

         Provided  Tenant is not in Default of this Lease,  Tenant  shall have a
one-time  Right of First Offer,  surbordinate  to existing  Tenant's  rights (if
any), on  approximately  8,000 square feet to 10,000 square feet (at  Landlord's
sole  discretion)  of space  adjacent  to Tenant  (the  Offer  Space).

                                       16
<PAGE>

Prior to  offering  the  Offer  Space for  lease to other  prospective  Tenants,
Landlord  shall first  notify  Tenant in writing  that  Landlord is offering the
Offer  Space for lease.  Tenant  shall  have ten (10) days to accept  Landlord's
notice.  If Tenant does not respond in writing to  Landlord's  notice within the
ten (10) day period, Tenant's rights hereunder shall be null and void and Tenant
shall have no further  Right of First  Offer.  If Tenant  notifies  Landlord  in
writing  within the ten (10) day period that  Tenant  intends to lease the Offer
Space,  Landlord shall immediately  prepare an Amendment to Lease which shall be
executed  by Tenant  within two weeks of  Tenant's  receipt  of said  Amendment.
Tenant  shall  Lease the Offer  Space  under the same  terms and  conditions  as
Landlord  determines to be market. The Offer Space is identified,  together with
the Premises, on Exhibit "A".

         44.      EXTENSION OPTION

         Provided Tenant is not in Default of this Lease,  Tenant shall have the
right to extend  this  Lease for a period of five (5) years at market  rents and
other terms as determined by Landlord,  provided  Tenant gives Landlord at least
ten (10) months,  but not more than twelve (12) months prior  written  notice of
Tenant's intent to negotiate terms to extend this Lease.  Landlord shall, within
fifteen  (15) days of  receipt  of  Tenant's  notice  of  Tenant's  request  for
extension terms, prepare a renewal offer (the Renewal Offer) for Tenant.  Tenant
and Landlord shall negotiate in good faith to reach mutually agreeable terms for
the  extension  period.  If,  for any  reason a Lease  Amendment  for the  Lease
Extension is not fully executed after sixty (60) days after Tenant's  receipt of
Landlord's Renewal Offer, Tenant's rights to extend this lease shall expire.


                                       17
<PAGE>

                                   EXHIBIT "A"


                            PLAN SHOWING THE PREMISES


                                [To be inserted]

















                                       18
<PAGE>

                                   EXHIBIT "B"


                              RULES AND REGULATIONS


         The Rules and Regulations set forth in this Exhibit shall be and hereby
are made a part of the Lease to which they refer.  Whenever the term "Tenant" is
used in these Rules and Regulations,  it shall be deemed to include Tenant,  its
employees or agents and any other persons permitted by Tenant to occupy or enter
the  Premises.  Rules  and  Regulations  may from  time to time by  modified  by
Landlord,  as the Landlord deems appropriate.  All changes and revisions will be
an integral part of the Lease.  The Property Manager is located at . All notices
to the Property Manager shall be given at the above address or by contacting the
Property  manager by  telephone.  The name,  address  and/or phone number of the
Property  Manager  may be  changed  from  time to time by  written  notice  form
Landlord to Tenant.

         1. ACCIDENTS AND DAMAGES. In the event of damage to the Leased Premises
or the Building or injury on the Property,  Tenant shall immediately  notify the
Property  Manager.  After normal operating hours,  call the Property Manager and
advise  the  answering  service  who will  contact  the  appropriate  management
personnel.

         2. ADMITTANCE TO LEASED  PREMISES.  Property  Management,  maintenance,
security,  janitorial  and other  agents  authorized  by the  Landlord  shall be
allowed admittance to the Leased Premises at all times.

         3.  APPEARANCE.  Tenant shall not allow anything to be placed within or
near any  partitions,  corridors,  windows or doors which shall be  unsightly or
detrimental  to the  appearance  of the Building in the  Landlord's  opinion and
shall, upon request, immediately correct such violation.

             Except as permitted by Landlord,  Tenant shall not mark upon, paint
or attach signs upon, cut, drill into, drive nails or screws into, or in any way
deface the walls,  ceilings,  partitions or floors of the Leased  Premises or of
the  Building,  and the  repair of any  defacement,  damage or injury  caused by
Tenant shall be charged to Tenant.

         4.  BICYCLES/OTHER  VEHICLES.  Bicycles or other  vehicles shall not be
permitted anywhere inside or on the sidewalks outside of the Building, except in
those areas designated by landlord.

         5.  BUILDING  SECURITY.  Landlord may  restrict  access to and from the
Building  after  normal  operating  hours  for  reasons  of  Building  security.
Security,  janitorial  and  maintenance  personnel  are not  permitted to unlock
Tenant's Leased Premises to admit Tenant, its employees,  agents or visitors. No
individual  security system will be allowed in the Leased  Premises  without the
written consent of Landlord.

         6.  CAPTIONS.  The caption for each of these Rules and  Regulations  is
added as a matter of  convenience  only and shall be  considered of no effect in
the construction of any provision or provisions of these Rules and Regulations.

         7. CHAIR PADS.  During the entire term of this Lease,  Tenant shall, at
its expense,  install and maintain under all caster chairs a chair pad or carpet
casters to protect the carpeting.

         8. COMMON AREA. The sidewalks,  entries,  passages,  corridors,  halls,
lobbies,  and other common  facilities  of the Building  shall be  controlled by
Landlord  and shall not be  obstructed  by Tenant or used for any purpose  other
than ingress and egress to and from the Leased Premises.  Tenant shall not place
any item in any of such locations,  whether or not any such item  constitutes an
obstruction,  without the prior written consent of Landlord. Landlord shall have
the right to remove any  obstruction  or any such item without  notice to Tenant
and at the expense of Tenant.

         9.  DELIVERIES.  Tenant shall insure that all deliveries of supplies to
the Leased Premises shall be made only through the delivery entrance  designated
by during the normal operating hours of the Building.  If any person  delivering
supplies  to  Tenant  damages  any part of the  Building,  Tenant  shall  pay to
Landlord, upon demand, the amount required to repair such damage.

                                       19
<PAGE>

         10.  EMERGENCY  CONTACT  PROCEDURE.  Tenant  shall  provide in a timely
manner to Landlord the name of an employee or agent of Tenant to be contacted by
Landlord in the event of an emergency,  whether during or after normal operating
hours. Such information must be at all times kept current and accurate.

              Emergency  procedures  and policies may be  developed,  issued and
revised by the  Landlord at any time and will  become an integral  part of these
Rules and Regulations and the Lease to which they refer.

         11. EMPLOYEES,  VISITORS.  Tenant shall be responsible for all behavior
and  adherence  to all  Rules  and  Regulations  by any of  Tenant's  employees,
visitors and agents.  Tenant shall  require  strict  adherence to such Rules and
Regulations and shall allow no obnoxious or offensive conduct.

         12. EXCESSIVE NOISE, ANIMALS. No animals, except Seeing Eye dogs, shall
be allowed  in the  Building.  No person  shall  disturb  the  occupants  of the
Building by the use of any radio or musical  instrument or by the making of loud
or improper noises.

         13. HAZARDOUS OPERATIONS AND ITEMS. tenant shall not install or operate
any steam or gas engine or boiler,  or carry on any  mechanical  business in the
Leased Premises without  Landlord's prior written consent,  which consent may be
withheld in Landlord's absolute  discretion.  The use of oil, gas or inflammable
liquids for  heating,  lighting or any other  purpose is  expressly  prohibited.
Explosives or other articles  deemed extra  hazardous  shall not be brought into
the Building.

         14. HEAVY ARTICLES.  No safe or article the weight of which may, in the
reasonable  opinion of  Landlord,  constitute a hazard or damage the Building or
its equipment,  shall be moved into the Leased  Premises.  Safes and other heavy
equipment,  the  weight of which  will not  constitute  a hazard  or damage  the
Building or its equipment,  shall be moved into, from or about the Building only
during such hours and in such manner as shall be  prescribed  by  Landlord,  and
Landlord  shall have the right to designate the location of such articles in the
Leased Premises.

         15.  JANITORIAL.  Ordinary  and  customary  janitorial  services in the
parking and  landscaped  areas,  as  determined  by  landlord,  are  provided in
accordance  with the Lease.  Any services  required by Tenant in excess of those
provided  by  Landlord  shall be at  Tenant's  cost.  For any  specific  need or
inquiry,  contact the Property  Manager.  Absolutely no cups or cans  containing
liquids are to be placed in any trash receptacles, unless in a special container
so approved by Landlord.  Janitors have been  instructed  not to empty any trash
receptacles  containing  liquids.  Stains  and other  damage  caused by  spilled
liquids will be charged to Tenant.

         16.  KEYS AND LOCKS.  No  additional  lock or locks  shall be placed by
Tenant on any door in the Building and no existing lock shall be changed  unless
written consent of Landlord shall first have been obtained.  A reasonable number
of keys to the Leased  Premises  will be furnished by landlord.  Duplicate  keys
shall be made by the Landlord at a reasonable  cost to the Tenant.  Tenant shall
make all  requests to re-key to  Landlord,  who shall make or cause to have made
said changes  within five (5) working days. If Tenant wishes such work performed
on an earlier  priority,  Landlord may charge for such work on an overtime  cost
basis.  At the  termination  of this tenancy,  Tenant shall  promptly  return to
Landlord  all  keys and lock  combinations  to  offices,  restrooms,  safes  and
cabinets.

               Landlord and its agents, including Property Management,  security
and the  janitorial  service,  may at all  times  keep a pass key to the  Leased
Premises.

         17.   MAINTENANCE/REPAIRS   AND   ALTERATIONS.   Contact  the  Property
management to report all requests for  maintenance  and repairs.  As all work is
pre-scheduled,  do not ask maintenance personnel directly to perform work. After
normal  operating  hours,  call the  Property  Manager and advise the  answering
service who will, in turn, contact the appropriate management personnel.

               All   alterations,   improvements,   telegraphic   or  telephonic
connections,  installation or electrical wiring,  equipment, or other changes in
the  configuration  of the Leased  Premises  shall require  written  approval of
Landlord  as  provided  in the  Lease  and  plans of  proposed  changes  must be
presented in writing to Landlord detailing the specifications and layout.

                                       20
<PAGE>

                  Any repairs, maintenance and alterations required or permitted
to be done by Tenant  under  the Lease  shall be done  only  during  the  normal
operating  hours of the Building  unless  Landlord shall have first consented to
such work being done outside of such times.  If Tenant desires to have such work
done by Landlord's employees on Saturdays,  Sundays,  holidays or at other times
outside  of normal  operating  hours,  Tenant  shall pay the extra  cost of such
labor.

         18.  MAIL  DELIVERY/COLLECTION. The mail  delivery  will be made by the
United States Postal Service by means and at a location acceptable to the United
States Postal Service.

         19.  MOVING.  Furniture and  equipment  shall be moved in or out of the
Building through the delivery entrance  designated by Landlord during such hours
and in such manner as may be  prescribed  by Landlord.  Landlord  shall have the
right to approve or disapprove the movers or moving  company  employed by Tenant
and Tenant shall cause such movers to use only the loading facilities designated
by  Landlord.  If  Tenant's  movers  damage the  Building,  Tenant  shall pay to
Landlord  upon demand,  the amount  required to repair such  damage.  All boxes,
refuse and other trash created by the move shall be removed from the Property by
Tenant or the moving company.

         20.  OPERATING  HOURS.  The normal  hours of the Building are from 8:00
a.m. until 6:00 p.m., Monday through Friday, and from 9:00 am until 1:00 p.m. on
Saturday,  excluding  the  legal  holidays  of New  Year's  Day,  Memorial  Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

         21.  PARKING.  Vehicles  shall  be  parked  only in  areas  and  spaces
designated  for such purpose.  No vehicle  shall be parked on lawns,  sidewalks,
driveways or any area except within marked parking spaces. There are no assigned
spaces other than those reserved for visitors and handicapped persons. Tenant is
responsible  for its  employees',  agents' and visitors'  adherence to Rules and
Regulations governing parking.  Landlord reserves the right to assign spaces and
revise parking rules, cost and location in the future.

         22.  SERVICES.  Landlord shall provide those services  described in the
Lease.  Additional services required by Tenant, such as special air conditioning
for sensitive  equipment,  shall be provided by Landlord only if compatible with
Building  design and only if the entire cost of  installation,  maintenance  and
utility services is paid by Tenant.

         23.  SIGNAGE.  No signs,  symbols or identifying  marks shall be placed
upon the Building or in the halls,  elevators,  staircases,  entrances,  parking
areas or other parts of the  Property or upon the doors or walls  without  prior
written  approval  of  Landlord.  Landlord  agrees to provide  and  install,  at
Tenant's  cost,  one  Tenant  identification  sign on the Leased  Premises.  All
letters and numerals shall be in the Building  standard  graphics,  and no other
shall be used or permitted.

         24.  SOLICITATION/FOOD  AND BEVERAGES.  Landlord  reserves the right to
restrict,  control or prohibit  canvassing,  soliciting and peddling  within the
Building. Tenant shall not grant any concessions, licenses or permission for the
sale or taking of orders  for food or  services  or  merchandise  in the  Leased
Premises.  Only  persons  approved  by  Landlord  shall be  permitted  to serve,
distribute  or deliver food and  beverages  within the  Building,  or to use the
elevators or public areas of the Building for that purpose.

         25. TRASH.  All ordinary trash shall be placed in receptacles  provided
by Tenant on the Leased Premises, or in receptacles provided by Landlord for the
Building.  Empty boxes that are to be thrown away must be broken down. All trash
must be bagged  and  compacted  as much as  possible.  Only  ordinary  types and
quantities of trash shall be removed by the janitorial personnel.  Extraordinary
trash,  as  determined by Landlord,  shall be removed from the Leased  Premises,
Building and Property by Tenant at Tenant's expense.

         26. USE OF WATER FIXTURES. Water closets and other water fixtures shall
not be used for any purpose other than that for which the same are intended, and
any damage resulting to the same from misuse on the part of Tenant shall be paid
for by Tenant. Water faucets shall be turned off when not in use.

         27.  WINDOWS.  No window shades,  blinds,  screens or draperies will be
attached or  detached by Tenant and no awnings  shall be placed over the windows
without  Landlord's prior written consent.  Tenant agrees to abide by Landlord's
rules with  respect to window  coverings at all windows and hallways so that the
Building will present a uniform  appearance.  Tenant shall not allow anything to
be placed against or near the glass.


                                       21
<PAGE>

                                   EXHIBIT "C"


                                  SIGN CRITERIA

Tenant shall have the right,  at Tenant's  expense  (which may be deducted  from
Tenant's Leasehold Improvement Allowance), to place Tenant's name in a prominent
location on the Building, in front of Tenant's Premises.

The size, color and other design  characteristics  of all exterior signs will be
at Landlord's sole discretion.


                                       22

<PAGE>


                                      RIDER

                     CONSTRUCTION OF LEASEHOLD IMPROVEMENTS

        1. LANDLORD'S WORK.  Landlord shall construct and install  improvements
in,  on and to the  Premises  in  accordance  with  the  preliminary  plans  and
specifications  set forth on Exhibit A,  attached  hereto and made a part of the
Lease   Agreement,   as  modified  and  supplemented  by  the  final  plans  and
specifications  which are to be attached and made a part of the Lease  Agreement
in  accordance  with  paragraph  2  hereinbelow   (hereinafter  referred  to  as
"Landlord's Work").

         2.       PREPARATION AND APPROVAL OF FINAL PLANS AND SPECIFICATIONS.

                  (a)  PREPARATION  OF FINAL  PLANS AND  SPECIFICATIONS.  Tenant
shall,  at Tenant's  sole cost and expense,  furnish  Landlord with all data and
information  Landlord requests to prepare final plans and specifications for the
improvements  Tenant desires to have  constructed and installed on the Premises.
After receipt of such data and  information  from Tenant,  Landlord  shall cause
final plans and  specifications  to be prepared  consistent with the preliminary
plans and specifications and submit them to Tenant for Tenant's approval.

                  (b) APPROVAL OF FINAL PLANS AND  SPECIFICATIONS.  Tenant shall
have three (3) business days following  Tenant's receipt of such final plans and
specifications  in which to notify  Landlord  of any  changes  or  modifications
Tenant  desires.  If  Landlord  receives  no such  notice  within said three (3)
business day period, Tenant shall be deemed to have approved the final plans and
specifications  without change or modification.  Any changes requested by Tenant
during  said  three  (3)  business  day  period  shall be made to the  plans and
specifications only upon Landlord's consent and approval thereto.

                  (c) ATTACHMENT AS SCHEDULE.  Upon Landlord and Tenant agreeing
on the final  plans  and  specifications,  or upon  Tenant's  failure  to notify
Landlord of any changes Tenant  desires,  each party shall sign each page of two
(2) sets thereof  (except that if Tenant fails to notify Landlord of any changes
during said three (3) business day period as provided for  hereinabove  Landlord
may  certify  that  Tenant  so failed to  notify  Landlord  in lieu of  Tenant's
signature).  One set of said  final  plans  and  specifications  so  signed  (or
certified) shall be attached to and made a part of this Lease Agreement.

                  (d)      CHANGES.

                           (i)  If  any   change   to  the   final   plans   and
specifications  are  required  by any  governmental  authority,  Landlord  shall
promptly  notify Tenant in writing of the required  changes.  If Tenant does not
object to such changes within two (2) business days following  Tenant's  receipt
of such notice, Tenant's approval thereof shall be conclusively presumed for all
purposes.

                           (ii) If Tenant requests any changes or  modifications
to the final  plans and  specifications  at any time after such final  plans and
specifications have been approved as described hereinabove,  Landlord must agree
in writing to any such requested changes or modifications  before the same shall
become  effective.  Tenant shall pay Landlord for all costs and expenses related
to  such  changes  (including,   without   limitation,   all  architectural  and
engineering  expenses;  the cost of all permits and inspection fees;  Landlord's
building and  contracting  costs in connection with  effectuating  the requested
changes; and twenty-five percent (25%) of such building and contracting costs as
a management fee) upon approval of such change or  modification by Landlord.  If
Tenant fails to make  payment  within three (3)  business  days  following  such
approval,  Tenant shall be deemed to have  withdrawn its request for such change
or modification.

                  (e)  COOPERATION.  Throughout  the process of preparing  final
plans and specifications and of obtaining the necessary governmental permits and
approval,  each party shall act diligently and in good faith and shall cooperate
with  the  other  and with  governmental  agencies  in  whatever  manner  may be
reasonably required.

         3.  CONSTRUCTION  AND  COMPLETION.  Following the approval of the final
plans  and  specifications  Landlord  shall  apply  for and  endeavor  to obtain
necessary building permits and other  governmental  permissions for construction
of the improvements.  Following  issuance of such necessary building permits and
other  governmental   permissions,   Landlord  shall  commence  construction  in
accordance with the final plans and  specifications.  Landlord shall endeavor to
substantially complete Landlord's Work and to tender delivery of the Premises to
Tenant within 90 calendar days after the date construction has commenced.

         4. ACCEPTANCE OF PREMISES. By taking possession of the Premises, Tenant
shall be deemed to have acknowledged that Landlord's Work substantially conforms
to the  final  plans  and  specifications  and  that  the  Premises  are in good
condition and repair and are suitable for Tenant's intended use thereof.

         5.  LEASEHOLD  IMPROVEMENTS   ALLOWANCE.   The  Leasehold  Improvements
Allowance shall be applied by Landlord against the costs of designing, planning,
managing and constructing  Landlord's  Work.  Landlord shall act as Construction
Manager  and  shall  receive  a  fee  of  $.50  per

                                       23
<PAGE>

rentable square foot for construction  management services,  to be paid from the
Leasehold Improvement  Allowance.  In the event the costs incurred in connection
with the design, planning,  managing and construction of Landlord's Work exceeds
the Leasehold  Improvements  Allowance,  Tenant shall be responsible for bearing
and paying such excess costs (the "Excess Costs"), as follows:  (a) Tenant shall
pay to Landlord,  prior to the  commencement of construction of Landlord's Work,
an amount equal to fifty percent  (50%) of such Excess Costs (as then  estimated
by Landlord).  (b) After substantial  completion of Landlord's Work but prior to
occupancy  of the  Premises  by Tenant,  Tenant  shall pay to Landlord an amount
equal to  ninety  percent  (90%) of the  Excess  Costs  (as  then  estimated  by
Landlord),  less  payments  received by Landlord  pursuant to  subparagraph  (a)
above. (c) As soon as Landlord  prepares its final accounting of actual costs of
designing,  planning and  constructing  the Landlord's  Work and submits same to
Tenant,  Tenant  shall pay to Landlord the entire  unpaid  balance of the actual
Excess Costs based upon the final costs certified by Landlord.  All Excess Costs
payable by Tenant  hereunder shall  constitute  additional Rent due hereunder at
the time  specified  herein  and  failure  to make such  payment  when due shall
constitute  a default by Tenant  under  this  Lease.  Except  for the  Leasehold
Improvements  Allowance provided by Landlord, all installations and improvements
now or hereafter  placed in or on the Premises shall be for Tenant's account and
at Tenant's cost and expense.  6. PROPERTY OF LANDLORD.  All of the improvements
made to the Premises as a result of Landlord's  Work and Tenant's  Work,  except
trade  fixtures  installed by Tenant,  shall be and become the sole  property of
Landlord upon  completion  thereof and shall be deemed a part of the Premises as
of the Commencement Date.

                                            LANDLORD

                                            UNIVERSITY SCIENCE CENTER, INC.


                                            By: /s/
                                                --------------------------------
                                            Name:  Cabot L. Jaffee, Sr.
                                            Title: President


                                            TENANT

                                            TALK.COM HOLDING CORP

                                            By: /s/
                                                --------------------------------
                                            Name:  Aloysius T. Lawn
                                            Title: Executive Vice President,
                                                   General Counsel



                                       24
<PAGE>

                                      RIDER

                           CORPORATE GUARANTY OF LEASE

         In consideration of the agreement of UNIVERSITY  SCIENCE CENTER,  INC.,
(THE  "LANDLORD") to enter into that certain Office Lease  Agreement (the "Lease
Agreement") dated April 10, 2000 with TALK.COM HOLDING CORP. (THE "TENANT"), the
undersigned  corporation,  TALK.COM INC., (THE  "GUARANTOR")  hereby jointly and
severally guarantees to Landlord the full and timely payment of all installments
of rent and other sums due Landlord, its successors and assigns, under the Lease
Agreement  and the full and timely  performance  of all the  terms,  conditions,
provisions  and  covenants to be performed by Tenant under the Lease  Agreement.
This  Guaranty is absolute and  unconditional.  Guarantor  agrees that  Landlord
shall not be first  required  to seek or obtain a judgment  against  Tenant,  or
institute any proceedings or take any other action with respect to Tenant before
Landlord can enforce its rights under this Guaranty.

         Upon any default by Tenant under the Lease Agreement,  Guarantor agrees
to pay any amount due Landlord from Tenant for rent or other sums due throughout
the term of the Lease  Agreement,  and any extension  thereof,  and to reimburse
Landlord for any costs,  expenses and damages  incurred by Landlord because of a
breach of any term,  condition,  provision or covenant of the Lease Agreement by
Tenant.

         Guarantor waives all rights to notice in connection with this Guaranty,
including,  but not  limited  to,  notice  of  acceptance  of this  Guaranty  by
Landlord.  At the  option of the  Landlord,  this  Guaranty  may be treated as a
guaranty or a  suretyship.  In either  event,  Landlord  shall have the right to
proceed  hereunder  against the Guarantor  without first proceeding  against the
Tenant or any other person liable under the Lease Agreement or this Guaranty.

         This  Guaranty  shall bind and inure to the  benefit of the  respective
successors  and  assigns  of  Landlord  and  Guarantor.  In the event it becomes
necessary  for  Landlord to enforce  this  Guaranty by legal  action,  Guarantor
hereby  agrees that  Landlord  shall be entitled to recover any and all expenses
Landlord  may  incur  in  connection  with  such  action,  including  reasonable
attorneys' fees and costs at both trial and appellate levels.

         IN WITNESS  WHEREOF,  a duly authorized  Officer of Guarantor  executed
this  Guaranty  and has  intended  the  same to be and  become  effective  as of
the__10____day of April, 2000.

          WITNESSES                             GUARANTOR:
          (two witnesses required)              TALK.COM INC.

                                                By: /s/
           ---------------------------------        ----------------------------
                                                Printed Name: ALOYSIUS T. LAWN
                                                Title: Executive Vice President,
                                                       General Counsel

                                                FEDERAL ID NUMBER: 23-2827736
           --------------------------------







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