EXHIBIT 10.64

                               INDENTURE OF LEASE

                                    ARTICLE 1
               BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS


SECTION  1.01  -  Basic  Lease  Provisions

     (A)  DATE:  August  1,  1998

     (B)  LANDLORD:  Woodruff  Properties,  a  South  Carolina  Partnership

     (C)  ADDRESS OF LANDLORD:    430 Woodruff Road, Suite 450
                                  Greenville, SC 29607

     (D)  TENANT:  OmniCall,  Incorporated

     (E)  ADDRESS  OF  TENANT:    430 Woodruff Road, Suite 450
                                  Greenville, SC 29607

     (F)  PERMITTED  USE:  General  office  activities

     (G)  TENANT'S  TRADE  NAME:  N/A

     (H)  PREMISES:  The  office space located at 430 Woodruff Road, Greenville,
South  Carolina  designated  as  Suite  450,  said  premises  consisting  of
approximately  12,942  square  feet.

     (I)  LEASE  YEAR: If the Commencement Date is other than the first day of a
calendar  month,  the  first  Lease  Year  shall be the period of time from said
Commencement  Date of the end of the month in which said Commencement Date shall
occur plus the following twelve (12) calendar months. Each Lease Year thereafter
shall  be  a  successive  period  of  twelve  (12)  calendar  months.

     (J)  LEASE  TERM/RENTAL COMMENCEMENT DATE: Three (3) total years with Lease
Years,  to  commence  August  1,  1998.

     (K) FIXED MINIMUM RENT: $10,989.92 each calendar month for the initial term
of  the  lease  for  approximately 12,942 square feet. This amount consisting of
$9,167.25  for office space, and $1822.67 for common area maintenance and taxes.
Common  area  maintenance and taxes since collected in advance, will be adjusted
to  reflect  actual  pro-rata  charges.

     (L)  ADDITIONAL  RENT: The cost of any tenant improvements made by Landlord
at  Tenant's request, such costs being evenly distributed over the initial term,
plus  all  additional expenses to be paid by Tenant in accordance with the terms
of  this  Lease.

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     (M)  RENT: Shall equal the total of Fixed Minimum Rent plus Additional Rent
and  shall  be  paid  monthly.

     (N)  COMMON  AREA  MAINTENANCE  AND  INSURANCE:  Tenant  shall  have  the
responsibility  of  paying  its  pro-rata  share of the expenses for maintaining
common  areas  and  insurance  for  the building that is maintained by Landlord.
Tenant's pro-rata share shall be equal to 33.81%, which is based on Tenant's use
of  approximately  12,942  square  feet out of approximately 38,278 total square
feet  of  office  space.

     (O) REAL ESTATE TAX EXPENSE: Tenant shall have the responsibility of paying
its pro-rata share of the ad valorem property taxes for county taxes assessed on
the  Premises  and  improvements  thereon.

     (P) PREPAID RENT: One (1) month's Fixed Minimum Rent paid upon execution of
this  lease,  to  be  applied  to  the  last  installment of Rent due hereunder.

SECTION  1.02  -  Significance  of  a  Basic  Lease  Provision.

Each reference in this "Lease" to any of the Basic Lease Provisions contained in
Section 1.01 of this Article shall be deemed and construed to incorporate all of
the  terms thereof.  The Basic Lease Provisions shall be construed in connection
with  and  limited  by  any  such  reference.

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                                   ARTICLE II
                     DEMISE OF PREMISES AND QUIET ENJOYMENT

SECTION  2.01  - Landlord owns and controls the building identified hereinabove.
In  consideration of the rents, covenants, and agreements reserved and contained
in  this  Lease,  Landlord  hereby leases and demises the Premises to Tenant and
Tenant  rents  same,  in order that Tenant may continuously operate its business
operations  thereon  in  accordance  with its permitted use, subject only to the
terms  and  conditions  herein contained and all liens, encumbrances, easements,
restrictions,  zoning  laws, and governmental or other regulations affecting the
Premises.

The  Premises  shall include only the appurtenances specifically granted in this
Lease  with  Landlord  specifically excepting and reserving for itself the roof,
the  air  space above the roof, the space below the floor, the exterior portions
of  the  Premises,  and  the right to install, maintain, use, repair and replace
pipes,  ductwork,  conduits, utility lines, and wires in the Premises.  Landlord
agrees  that  where  possible  all  work in the Premises shall be performed in a
manner  which  shall  not  unreasonably  interfere  with  the  normal  business
operations  of  Tenant.

SECTION  2.02  -  Use  of Common Areas.  The use and occupation by Tenant of the
Premises shall include a revocable license to use in common with others entitled
thereto  the  Common  Areas,  as same may be designated from time to time by the
Landlord,  subject,  however,  to  the terms and conditions of this Lease and to
rules and regulations for the use thereof as prescribed from time to time by the
Landlord.  The  term  "Common  Areas"  as  used  in  this  Lease  shall mean all
facilities  furnished in connection with the use of the building, in common with
other buildings located in the facilities, which facilities may include, but are
not  limited  to,  the  parking  areas,  streets,  passenger  vehicle  roadways,
sidewalks,  walkways,  service  areas,  roadways, drainage and plumbing systems,
roof,  canopies, ramps, landscaped areas, and other similar facilities available
for  common  use  which  may  from  time  to time exist.  Landlord shall have no
obligation  to  require  any of the common areas to be operated beyond the hours
designated  by  Landlord,  and  as  are common for the use of facilities of this
type.

SECTION  2.03  Construction/Possession:  Landlord  and  Tenant hereby agree that
Tenant's  taking  possession of the Premises shall be deemed conclusive evidence
of  Tenant's  acceptance  of  the Premises in satisfactory condition and in full
compliance  with  all  covenants  and  obligations  of  Landlord  in  connection
therewith.  Tenant  agrees  that it will accept possession of the Premises in an
"as  is"  condition  and  that  no representations or inducements respecting the
condition of the Premises have been made to Tenant by Landlord or its authorized
representatives.  Similarly,  Tenant  hereby  acknowledges  that  no promises to
decorate,  alter,  repair,  or  improve the Premises, either before or after the
execution  hereof,  have been made by Landlord or its authorized representatives
other  than  as  specifically  set  forth  herein. Tenant further agrees that no
representations  have  been made to Tenant that any other tenants have leased or
will  continue  to  lease  space  within the Premises.  Tenant shall observe and
perform  all  of  its  obligations  under  this  Lease and shall pay charges for
temporary  water,  heating,  cooling  and  lighting from the date upon which the
Premises

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are  made  available  to  Tenant  for  its  work  (or  from the date when Tenant
commences  to  perform its work, if earlier) until the Rental Commencement Date.

SECTION 2.04 - Quiet Enjoyment.  Landlord covenants that Tenant, upon paying all
sums  due  from Tenant to Landlord hereunder and performing and observing all of
Tenant's  obligations  under this Lease, shall peacefully and quietly have, hold
and  enjoy  the Premises and the appurtenances throughout the lease Term without
interference  by  the  Landlord,  subject,  nevertheless, to the other terms and
provisions  of  this  Lease.

SECTION  2.05  -  Statement  of  Lease  Term.  Upon  determination  of the same,
Landlord  and  Tenant  may execute and deliver a written statement in recordable
form  specifying  the Rental Commencement Date and termination date of the Lease
Term.

SECTION  2.06 - Excuse of Landlord's and Tenant's Performance.  Anything in this
lease to the contrary notwithstanding, and provided such cause is not due to the
willful  act or gross neglect of either party, neither Landlord nor Tenant shall
be  deemed  in  default  with  respect  to  the performance of any of the terms,
covenants,  and  conditions  of  this  Lease if same shall be due to any strike,
lockout,  civil commotion, war-like operation, invasion, rebellion, hostilities,
military  or  usurped  power,  sabotage,  governmental  regulations or controls,
inability  to  obtain any material, service, or financing, through Act of God or
other  cause  beyond  the  control  of  either  party.

                                   ARTICLE III
                                      RENT

SECTION  3.01 - During the entire Lease Term, Tenant covenants and agrees to pay
to  Landlord, in lawful money of the United States, without any prior demand and
without any deduction or setoff whatsoever, the Rent as provided in Section 1.01
and  Section  3.02.  The  payment of Rent by Tenant to Landlord shall be made in
advance  on  the  first day of each calendar month during the Lease Term hereof,
except that the first monthly installment shall be paid upon the final execution
of  this Lease.  Rent for any partial calendar month during the Lease Term shall
be  prorated  on  a  per  diem  basis.

SECTION  3.02  Past-Due Rent - If Tenant shall fail to pay, when the same is due
and  payable, any Rent, amounts or charges of the character described in Section
3.01  hereof,  such unpaid amounts shall bear interest from the due date thereof
to  the  date  of  payment  at  the  rate  of  eighteen percent (18%) per annum.

                                   ARTICLE IV
                                    UTILITIES

SECTION  4.01  -  The Tenant shall make application for, obtain, pay for, and be
solely  responsible  for  the  following utilities: telephone, electricity, HVAC
maintenance  services  (all  routine  and  minor  maintenance),  or  any similar
services  (herein sometimes collectively referred to as the "Utility Services").
In  the  event that any charge for any utilities supplied to the Premises is not
paid  by

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Tenant  to  the  utility  supplier when due, then Landlord may, but shall not be
required  to,  pay such charge for and on behalf of Tenant, with any such amount
paid  by  Landlord  being  repaid  by  Tenant  to  Landlord, as Additional Rent,
promptly upon demand. Additionally, if Landlord shall elect to supply any of the
Utility  Services,  then  Tenant  shall  pay to Landlord the cost of its utility
consumption,  along  with  the  cost of installing separate metering devices, if
necessary.  Landlord  agrees  that  the  cost to Tenant of any Landlord-provided
utility  service shall not exceed the amount Tenant would have had to pay had it
independently  obtained  said  utility  service from the local utility supplier.
Landlord  and  Tenant  hereby  agree  that  Landlord shall not be liable for any
interruptions  or  curtailment  in  utility  services  due  to causes beyond its
control or due to Landlord's alteration, repair, or improvement of the Premises.

SECTION  4.02  -  Landlord  shall be responsible for providing water, sewer, and
garbage  collection  services.

                                    ARTICLE V
                 INSTALLATION, MAINTENANCE, OPERATION AND REPAIR

SECTION  5.01  -  Tenant  Installation:  Tenant shall, at Tenant's sole expense,
install  all  trade fixtures and equipment required to operate its business (all
of  which shall be of first-class quality and workmanship).  All trade fixtures,
signs,  or  other  personal  property  installed in the Premises by Tenant shall
remain  the  property  of  Tenant  and  may be removed at any time provided that
Tenant  is  not  in  default hereunder and provided the removal thereof does not
cause,  contribute  to,  or  result  in  Tenants' default hereunder; and further
provided  that  Tenant shall at Tenant's sole expense promptly repair any damage
to  the  Premises  resulting  from  the  removal  of personal property and shall
replace  same with personal property of like or better quality.  The term "trade
fixtures'  as used herein shall not include carpeting, floor coverings, attached
shelving,  lighting  fixtures other than free-standing lamps, wall coverings, or
similar  Tenant  improvements  which  shall become the property of Landlord upon
surrender  of  the  Premises  by  Tenant  for whatever reason.  Tenant shall not
attach  any  fixtures  or  articles  to any portion of the Premises nor make any
alterations,  additions,  improvements,  or  changes  or  perform any other work
whatsoever  in  and  to  the  Premises,  other than minor interior, cosmetic and
decorative  changes  which  do  not  exceed  Twenty  Thousand and No/100 Dollars
($20,000.00) in the aggregate per Lease Year, without in each instance obtaining
the  prior  written  approval  of  Landlord.  Any  alterations,  additions,
improvements,  changes  to  the Premises or other work permitted herein shall be
made  by  Tenant  at  Tenant's  sole  cost  and  expense.

Section 5.02 - Maintenance By Tenant. Except as provided in Section 5.04 hereof,
Tenant  shall, at Tenant's expense, at all times keep the Premises (interior and
exterior) and appurtenances thereto in good order, condition, and repair, clean,
sanitary,  and  safe,  including the replacement of equipment, fixtures, and all
broken  glass  (with  glass of the same size and quality) and shall, in a manner
satisfactory  to  Landlord,  decorate  and  paint the Premises when necessary to
maintain  at all times a clean and sightly appearance. In the event Tenant fails
to perform any of its obligations as required hereunder, Landlord may, but shall
not  be  required  to,  perform  and  satisfy same with Tenant herby agreeing to
reimburse  Landlord,  as  Additional  Rent,  for  the  cost  thereof  promptly

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upon demand. Tenant shall make any and all additions, improvements, alterations,
and  repairs to or on the Premises, other than those required for the structural
repair  and maintenance of the roof, foundation, or exterior walls, which may at
any  time  during  the  Lease  Term  be  required  or  recommended by any lawful
authorities,  insurance  underwriters,  Inspection  Rating Bureaus, or insurance
inspectors  designated by Landlord. Landlord may, but shall not be obligated to,
deal  directly with any authorities respecting their requirements for additions,
improvements,  alterations,  or repairs. All Tenant work and all such additions,
improvements,  and alterations thereto shall become the property of the Landlord
upon  the  expiration  or  earlier  termination  of  this  Lease.

Section  5.03  -  Tenant  Shall  Discharge All Liens.  Tenant will not create or
permit  to be created or to remain, and will discharge, any lien (including, but
not  limited  to,  the  liens  of mechanics, laborers or materialmen for work or
materials  alleged  to  be  done  or furnished in connection with the Premises),
encumbrance or other charge upon the Premises or any part thereof, upon Tenant's
leasehold  interest  therein,  provided  that  Tenant  shall  not be required to
discharge  any  such  liens,  encumbrances, or charges as may be placed upon the
Premises  by  the  act  of  Landlord.

Tenant  shall  have the right to contest, in good faith and by appropriate legal
proceedings,  the  validity  or  amount  of  any  mechanics',  laborers',  or
materialmen's  lien  or claimed lien. In the event of such contest, Tenant shall
give  to  Landlord  reasonable  security as may be amended by Landlord to insure
payment  thereof  and  to  prevent  any  sale, foreclosure, or forfeiture of the
Premises  or  any  part  thereof  by  reason  of  such  non-payment.  On  final
determination  of  such lien or such claim for lien, Tenant will immediately pay
any  judgment  rendered,  with  all proper cost and charges, and shall have such
lien  released  or judgment satisfied at Tenant's expense, and upon such payment
or  release  of  satisfaction,  Landlord  will  promptly  return  to Tenant such
security  as  Landlord  shall  have  received  in  connection with such contest.
Landlord  reserves  the  right  to  enter  the  Premises to post and keep posted
notices  of non-responsibility for any such lien.  Tenant will pay, protect, and
indemnify  Landlord  with ten (10) days after demand therefor,  from and against
all  liabilities,  losses,  claims,  damages,  costs,  and  expenses,  including
reasonable  attorney's fees, incurred by Landlord by reason of the filing of any
lien  and/or  the  removal  of  the  same.

SECTION  5.04  -  Surrender  of  Premises.  At  the  termination  of this Lease,
Tenant  shall  surrender  the  Premises  in  the  same condition (subject to the
removals  hereinafter  required)  as  the  Premises  were on the date the Tenant
opened  the  Premises  for  business to the public, reasonable wear and tear and
loss  due to casualty excepted, and shall surrender all keys for the Premises to
Landlord  at  the  place  then  fixed  for  the payment of rent and shall inform
Landlord  of  all  combinations  on  locks,  safes,  and  vaults, if any, in the
Premises.  Tenant,  during  the last thirty (30) days of such term, shall remove
all  its  trade  fixtures,  and  to  the  extent required by Landlord by written
notice,  any  other  installations,  alterations,  or  improvements  before
surrendering  the  Premises  as  aforesaid,  and  shall repair any damage to the
Premise caused thereby.  Tenants' obligation to observe or perform this covenant
shall  survive  the  expiration  or  other  termination  of  the  Lease  Term.

SECTION  5.05  -  Maintenance  by  Landlord.  Landlord  shall  keep the exterior
supporting  walls,  the  foundations,  roof,  and  spouting  of  the Premises in
reasonable  repair,  provided  that  Tenant  shall

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promptly  give  Landlord  written  notice  of the necessity for such repairs and
provided  that  the  damage  thereto shall not have been caused by negligence of
Tenant,  its  concessionaires,  officers,  agents,  employees,  licensees,  or
invitees;  in  which event, Tenant shall be responsible therefor. Landlord shall
have  no  obligation  to repair, maintain, alter, or perform any other acts with
reference  to  the  Premises  or  any  part  thereof,  or any plumbing, heating,
ventilating,  electrical,  air  conditioning  (other  than maintenance for which
Tenant  is  responsible  under  Article  IV),  or other mechanical installations
therein.

                                   ARTICLE VI
                                      TAXES

SECTION  6.01 - Tenant shall be responsible for and shall pay, when due, any and
all  ad  valorem  property taxes assessed against the Premises for calendar year
1998  and  thereafter,  during  the  entire  term  of  this  Lease.

                                   ARTICLE VII
                                    INSURANCE

SECTION  7.01  -  Tenant's Coverage.  Tenant shall maintain, at its sole expense
during  the  term hereof, public liability insurance covering the Premises in an
amount  of $1,000,000.00 for injury or death to any one person and $1,000,000.00
for  injury  and/or  death  to  any  number  of  persons in any one accident and
property damage insurance in an amount of $1,000,00.00 in companies satisfactory
to  Landlord  in the joint names of Landlord and Tenant.  Tenant shall also keep
in  force fire and extended coverage insurance for the full replacement value of
Tenant's  improvements  and  Tenant's  property,  including, but not limited to,
inventory, trade fixtures, furnishings and other personal property.  Tenant will
cause  such  insurance policies to name Landlord and its agents as an additional
insured  and to be written so as to provide that the insurer waives all right of
recovery  by  way of subrogation against Landlord in connection with any loss or
damage  covered  by  the  policy.  Tenant  shall  deliver  said  policies  or
certificates  therof  to Landlord within ten (10)days of the commencement of the
term.  Should  Tenant  fail  to effect the insurance called for herein, Landlord
may,  at its sole option, procure said insurance and pay the requisite premiums,
in  which  event Tenant shall pay all sums so expended to Landlord as additional
rent  following  invoice.  Tenant  shall  cause  each insurer under the policies
required  hereunder  to  agree  by  endorsement on the policy issued by it or by
independent  instrument furnished to Landlord that it will give Landlord fifteen
(15)  days  prior written notice before the policy or policies in question shall
be  altered  or  cancelled.

SECTION  7.02 - Increase in Fire Insurance Premium.  Tenant shall not keep, use,
sell,  or  offer  for  sale  in  or  upon  the Premises any article which may be
prohibited  by the standard form of fire insurance policy.  Tenant agrees to pay
any  increase  in  premiums for fire and extended coverage insurance that may be
charged  during  the  Lease  Term  on  the amount of such insurance which may be
carried  by Landlord on the Premises resulting from the type or merchandise sold
by  Tenant  in  the Premises, whether or not Landlord has consented to the same.
In determining whether increased

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premiums  are  the result of Tenant's use of the Premises, a schedule, issued by
the  organization making the insurance rate on the Premises, showing the various
components  of  such rate, shall be conclusive evidence of the several items and
charges  which  make  up  the  fire  insurance  rate  on  the  Premises.

In  the  event  Tenant's  occupancy  causes any increase of premium for the fire
and/or  casualty  rates on the Premises, Tenant shall pay the additional premium
on  the  fire  and/or  casualty insurance polices by reason thereof.  The Tenant
also  shall  pay,  in  such  event, any additional premium on the rent insurance
policy  that  may  be  carried  by Landlord for its protection against rent loss
through  fire.  Bills for such additional premiums shall be rendered by Landlord
to Tenant at such times as Landlord may elect, and shall be due from and payable
by  Tenant when rendered, and the amount thereof shall be deemed to be, and paid
as,  additional  rent.

SECTION  7.03  -  Indemnification.  Tenant  hereby  agrees to indemnify and hold
Landlord  harmless  from  any  and  all claims, damages, liabilities or expenses
arising  out of (a) Tenant's use of the Premises; (b) any and all claims arising
from  any  breach or default in the performance of any obligation of Tenant, (c)
any  act,  omission,  or  negligence of Tenant, its agents or employees.  Tenant
further  release  Landlord from liability for any damages sustained by Tenant or
any  other  person  claiming by, through, or under Tenant due to the Premises or
any  part  thereof or any appurtenances thereto becoming out of repair or due to
the happening of any accident, including but not limited to any damage caused by
water,  snow,  windstorm,  tornado,  gas,  steam,  electrical  wiring, sprinkler
system,  plumbing,  heating  and air conditioning apparatus and from any acts or
omissions of co-tenants.  Landlord shall not be liable for any damage to or loss
of  Tenant's  personal  property, inventory, fixtures, or improvements, from any
cause  whatsoever  except  the  affirmative  acts  of proven gross negligence of
Landlord, and then only to the extent not covered by insurance to be obtained by
Tenant  in  accordance  with  this  Section.

                                  ARTICLE VIII
                            CASUALTY AND CONDEMNATION

SECTION 8.01 - Fire, Explosion or Other Casualty.  In the event the Premises are
damaged  by  fire,  explosion,  or any other casualty to an extent which is less
than fifty percent (50%) of the cost of replacement of the Premises, the damage,
except  as  provided  in Section 8.02, shall promptly be repaired by Landlord at
Landlord's  expense, provided that Landlord shall not be obligated to expend for
such  repair  an  amount  in  excess  of  the  insurance  proceeds  recovered or
recoverable  as  a  result of such damage and that in no event shall Landlord be
required  to  repair  or  replace  Tenant's stock in trade, fixtures, furniture,
furnishing, floor coverings, and equipment.  In the event of any such damage and
(a)  Landlord  is  not  required  to  repair as hereinabove provided, or (b) the
Premises  shall  be  damaged to the extent of fifty percent (50%) or more of the
cost  of  replacement,  or  (c) the building of which the Premises are a part is
damaged  to  the  extent  of  twenty-five  percent  (25%) or more of the cost of
replacement,  the Landlord may elect either to repair or rebuild the Premises or
the building or buildings, or to terminate this Lease upon giving notice of such
election  in  writing

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to  Tenant within thirty (30) days after the occurrence of the event causing the
damage.  If  the  casualty,  repairing,  or rebuilding shall render the Premises
untenantable, in whole or in part, and the damage shall not have been due to the
fault  or  neglect of the Tenant, a proportionate abatement of the Fixed Minimum
Rent  shall  be  allowed  from  the date when the damage occurred until the date
Landlord  completes its work, said proportion to be computed on the basis of the
relation  which  the  gross  square foot area of the space rendered untenantable
bears  to  the  Floor  Area  of the Premises. Notwithstanding anything contained
herein  to  the contrary, it is agreed that should Landlord elect not to rebuild
and to terminate this Lease, the Tenant shall not be required to pay any rent on
account  of  the time after the date the Premises become wholly untenantable. It
is  further  agreed  that,  should  Landlord  elect  to  rebuild  and it becomes
necessary,  in Landlord's opinion, for Tenant to vacate the Premises during said
rebuilding,  Tenant shall owe no rent or other charges during the period of time
Tenant  is  not  able  to  use  the  Premises.

SECTION  8.02  -  Landlords'  and Tenant's Work.  The provisions of this Article
VIII  with  respect  to repair by Landlord shall be limited to such repair as is
necessary  to  place  the  Premises in the same condition as when possession was
delivered  by  Landlord.  Promptly  following  such  repair,  Tenant  shall,  at
Tenant's  expense,  perform  any  work  required  to  place  the Premises in the
condition  as when possession was delivered by Landlord, and Tenant shall repair
or replace its stock in trade fixtures, furniture, furnishings, floor coverings,
and  equipment,  and  if  Tenant  has  closed,  Tenant shall promptly reopen for
business.

SECTION  8.03  - Condemnation.  If the whole of the Premises, or so much thereof
as  to  render  the  balance  unusable  by Tenant, shall be taken under power of
eminent  domain,  or  otherwise  transferred  in  lieu thereof, this Lease shall
automatically  terminate  as  of  the date possession is taken by the Condemning
authority.  No  award for any total or partial undertaking shall be apportioned,
and  Tenant  hereby  unconditionally  assigns to Landlord any award which may be
made  in  such  taking or condemnation.  In the event of a partial taking of the
Premises  which  does not result in the termination of this Lease, Fixed Minimum
Rent  shall be reduced by a percentage equal to the percentage of square footage
of  the  Premises  so  taken.

SECTION  8.04  -  Condemnation  Award.  All compensation awarded or paid for any
taking or acquiring under the power or threat of eminent domain, whether for the
whole  or a part of the Premises, shall be the property of the Landlord, whether
such damages shall be awarded as compensation for diminution in the value of the
leasehold  or to the fee of the Premises or otherwise, and Tenant hereby assigns
to Landlord all of the Tenant's right, title, and interest in and to any and all
such compensation; provided, however, that Landlord shall not be entitled to any
award  specifically  made  to  Tenant for the taking of Tenant's trade fixtures,
furniture, or leasehold improvements to the extent of the cost to Tenant of said
improvements  (exclusive of Landlord's contribution), less depreciation computed
from  the  date  of  said improvements to the expiration of the original term of
this  lease.

SECTION 8.05 - Tenant Award.  Notwithstanding anything to the contrary contained
herein, Landlord shall have no interest in any separate award made to Tenant for
loss  of  business,  moving

<PAGE>

expenses  or  the  taking  of  Tenant's  trade  fixtures,  furniture,  leasehold
improvements,  or  equipment.

                                   ARTICLE IX
                              DEFAULT AND REMEDIES

SECTION  9.01  - In the event that Tenant (a) fails to pay all or any portion of
any  sum  due  from Tenant hereunder or pursuant to any exhibit hereto when due;
(b)  fails  to  cease  all conduct prohibited hereby immediately upon receipt of
written  notice  from Landlord; (c) fails to take actions in accordance with the
provisions of written notice from Landlord to remedy Tenant's failure to perform
any  of  the  terms,  covenants,  and  conditions  herein;  (d) fails to conduct
business  in the Premises as herein required; (e) commits an act in violation of
this Lease which Landlord has previously notified Tenant to cease more than once
in  any  year;  (f) becomes bankrupt, insolvent, or files any debtor proceeding,
files  or  has  filed against Tenant any petition in bankruptcy; takes action or
has  action  taken against Tenant for the appointment of a receiver for all or a
portion  of  Tenant's  assets,  files a petition for a corporate reorganization;
makes  an  assignment  for  the  benefit of creditors, or if in any other manner
Tenant's  interest  hereunder  shall pass to another by operation of law (any or
all  of  the  occurrences  of this Section 9.01 (f) shall be deemed a default on
account  of  bankruptcy  for  the purposes hereof and such default on account of
bankruptcy  shall apply to and include any Guarantor of this Lease); (g) commits
waste  to  the  Premises;  or (h) is otherwise in breach of Tenant's obligations
hereunder  and  shall not have cured same within ten (10) days following written
notice  from  Landlord;  then  Tenant shall be in default hereunder and Landlord
may,  at  its  option  and  without further notice to Tenant, terminate Tenant's
right  of  Possession  of  the  Premises,  and,  without terminating this Lease,
reenter  and  resume  possession  of  the  Premises  and/or  declare  this Lease
terminated,  and  may  thereupon in either event remove all persons and property
from  the  Premises,  with  or without resort to process of any Court, either by
force  or  otherwise.  Notwithstanding  such  reentry by Landlord, Tenant hereby
indemnifies  and  holds  Landlord harmless from any and all loss or damage which
Tenant  may  incur  by  reason  of the termination of this Lease and/or Tenant's
right to possession hereunder.  In no event shall Landlord's termination of this
Lease  and/or  Tenant's  right  to  possession of the Premises abrogate Tenant's
agreement  to  pay  rent  and additional charges due hereunder for the full term
hereof.  Following reentry of the Premises by Landlord, Tenant shall continue to
pay  all  such  rent and additional charges as may become due under the terms of
this  Lease,  together with all other expenses incurred by Landlord in regaining
possession until such time, if any, as Landlord relets same and the Premises are
occupied  by  such  successor,  it  being understood that Landlord shall have no
obligations  to  mitigate  Tenant's  damages  by  reletting  the Premises.  Upon
reletting, sums received from such new Tenant by Landlord shall be applied first
to payment of costs incident to such reletting; any excess shall then be applied
to  any  indebtedness to Landlord from Tenant other than for Fixed Minimum Rent;
and  any  excess  shall then be applied to the payment of Fixed Minimum Rent due
and  unpaid.  The  balance,  if  any,  shall  be  applied against the deficiency
between  all  amounts  received hereunder and sums to be received by Landlord on
reletting,  which  deficiency Tenant shall pay to Landlord, in full, within five
(5)  days  of  notice  of same from Landlord.  Tenant shall have no right to any
proceeds  of  reletting  that remain following application of same in the manner
set  forth  herein.

<PAGE>

SECTION  9.02  -  Rights  and  Remedies.  The various rights and remedies herein
granted  to  Landlord shall be cumulative and in addition to any others Landlord
may  be  entitled to by law or in equity, and the exercise of one or more rights
or  remedies  shall  not  impair Landlord's right to exercise any other right or
remedy.  In all events, Landlord shall have the right, upon notice to Tenant, to
cure  any  breach  by Tenant at Tenant's sole cost and expense, and Tenant shall
reimburse  Landlord  for  such  expense  upon  demand.

SECTION  9.03  -  Bankruptcy.  If  Landlord  shall not be permitted to terminate
this  Lease as hereinabove provided because of the provisions of Title 11 of the
United  States Code relating to bankruptcy, as amended ("Bankruptcy Code"), then
Tenant  as  a  debtor  in  possession or any trustee for Tenant agrees promptly,
within no more than fifteen (15) days upon request by Landlord to the Bankruptcy
Court,  to  assume  or  reject  this  Lease  and Tenant on behalf of itself, the
debtor-in-possession,  and  any  trustee  agrees  not  to  seek  or  request any
extension  or  adjournment  of any application to assume or reject this Lease by
Landlord  with  such Court.  In such event, Tenant or any trustee for Tenant may
only  assume  this Lease if: (i) it cures or provides adequate assurance that it
will  promptly cure any default hereunder; (ii) compensates or provides adequate
assurance that Tenant will promptly compensate Landlord for any actual pecuniary
loss  to  Landlord resulting from Tenant's defaults; and (iii) provides adequate
assurance  of  performance  during  the  fully-stated  term hereof of all of the
terms, covenants, and provisions of this Lease to be performed by Tenant.  In no
event  after the assumption of this Lease shall any then-existing default remain
uncured  for  a  period  in  excess  of the earlier of ten (10) days or the time
period set forth herein.  Adequate assurance of performance of this Lease as set
forth  hereinabove  shall include, without limitation, adequate assurance (1) of
the source of rent reserved hereunder, and (2) that the assumption of this Lease
will not breach any provision hereunder.  In the event of a filing of a petition
under  the  Bankruptcy Code, Landlord shall have no obligation to provide Tenant
with  any  services  or  utilities as may be herein required unless Tenant shall
have paid and be current in all payments of Operating Costs, utilities, or other
charges  therefor.

SECTION  9.04  -  General.  Notwithstanding  anything  to the contrary contained
herein,  it is agreed that, except for the requirement to pay Rent, Tenant shall
be  entitled  to  more than ten (10) days, but no more than thirty (30) days, in
which to cure any default, provided such additional time is reasonably necessary
to  cure  the default and further provided that Tenant makes a continuous effort
to  cure  said  default  as quickly as reasonably possible and without damage to
Landlord.  It is further agreed, in the event of a default by Tenant and reentry
of  the  Premises  by Landlord, that Landlord's expenses in connection therewith
and  with  the  reletting  of  the  Premises  shall  be  reasonable.

                                    ARTICLE X
                      TRANSFERS, ASSIGNMENT, AND SUBLETTING

SECTION  10.01 - Assignment and Subletting. Tenant shall not, either voluntarily
or  by  operation  of law, sell, assign, hypothecate, or otherwise transfer this
Lease,  or  sublet  the  Premises  or  any  part  thereof  (all of the foregoing
collectively  referred  to as a "Transfer"). Landlord and Tenant acknowledge and
agree  that the foregoing restriction on Transfers has been freely negotiated by
the

<PAGE>

parties  hereto and that Landlord would not have entered into this Lease without
Tenant's  consent  to  the  terms  of this Section 11.01. Any attempted Transfer
shall  be  void ab initio and Tenant shall remain primarily liable on this Lease
and  shall  not  be  released  from  performing any of the terms, covenants, and
conditions  of  this  Lease.  The  acceptance  by  Landlord  of payments of Rent
following  any  assignment  or  transfer prohibited by this Section shall not be
deemed to be a consent by Landlord to any such assignment or other transfer, nor
shall  the  same  be  deemed  to  be a waiver of any right or remedy of Landlord
hereunder.  Notwithstanding  anything  to  the  contrary contained herein, it is
agreed that Tenant may assign this Lease or sublet the Premises to a third party
upon first obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld. However, in the event of Landlord's consent, Tenant shall
remain  liable  under  all  terms  and  conditions  of  this  Lease.

SECTION 10.02 - Voting Control.  If Tenant is a corporation and if the person or
persons  who own a majority of its voting shares at the time of execution hereof
cease to own a majority of such shares at any time hereafter, except as a result
of  transfers by gift, bequest, or inheritance, Tenant shall so notify Landlord,
and  whether or not Tenant has notified Landlord thereof, Landlord may terminate
this  Lease by notice to Tenant effective ninety (90) days from the date of such
notice  from  Tenant  or  the date on which Landlord first has knowledge of such
transfer,  which  ever  shall first occur.  Notwithstanding the foregoing to the
contrary,  this  Section  10.02  shall  not  apply to any corporate tenant whose
shares  are  publicly  traded  on  a  nationally-recognized securities exchange.

SECTION  10.03  - Dissolution of Partnership.  If Tenant is a partnership and if
any  partner or partners withdraw from the partnership, or if the partnership is
otherwise  dissolved,  or  control  of  the partnership changes, Tenant shall so
notify  Landlord.  In  the event of such withdrawal or dissolution, Landlord may
terminate  this  Lease  by  notice to Tenant effective ninety (90) days from the
date  of  such  notice  from  Tenant  or  the  date  on which Landlord first has
knowledge  of  such  withdrawal  or  dissolution,  whichever  shall first occur.

                                  ARTICLE  XI

SECTION  11.01  - Right of Entry.  Landlord and Landlord's agents shall have the
right  to  enter the Premises at all times to examine the same, and to show them
to  prospective purchasers or tenants of the building, and to make such repairs,
alterations,  improvements,  or  additions  as  Landlord  may  deem necessary or
desirable,  and Landlord shall be allowed to take all material into and upon the
Premises  that  may  be  required  therefore  without  the  same constituting an
eviction  of Tenant in whole or in part, and the rent reserved  shall in no wise
abate  while  said  repairs,  alterations,  improvements, or additions are being
made,  by  reason  of  loss or interruption of business of Tenant, or otherwise.
During  the  six  (6)  months  prior  to the expiration of the Lease Term or any
renewal  term,  Landlord  may  exhibit  the  Premises  to prospective tenants or
purchasers,  and  place  upon  the  Premises  the usual notices "To Let" or "For
Sale",  which notices Tenant shall permit to remain thereon without molestation,
provided  they  are  reasonable  in  size.  Repairs  made  by  Landlord  will be
performed  at  times which will cause minimal interruption to Tenant's business,
except  that  emergency  repairs  may  be  performed  at  any  time.

<PAGE>

                                   ARTICLE XII
                                TENANT'S PROPERTY

SECTION  12.01  -  Taxes.  Tenant  shall be responsible for and shall pay before
delinquency all municipal, county, or state taxes, levies and fees of every kind
and nature, including but not limited to general or special assessments assessed
during  the  Lease  Term  against any personal property of any kind, owned by or
placed  in,  upon, or about the Premises by the Tenant and taxes assessed on the
basis of Tenant's occupancy thereof, including but not limited to taxes measured
by  Rents  due  from  Tenant  hereunder.

SECTION  12.02  -  Notices  by Tenant.  Tenant shall give immediate telephone or
telegraphic  notice  to  Landlord in case of fire, casualty, or accidents in the
Premises  or  in  the  building  of  which the Premises are a part or of defects
therein  or  in  any fixtures or equipment and shall promptly thereafter confirm
such  notice  in  writing.

                                  ARTICLE XIII
                        SUCCESSION TO LANDLORD'S INTEREST

SECTION  13.01  -  Attornment.  Tenant  shall  attorn  and  be  bound  to any of
Landlord's  successors  under  all  the terms, covenants, and conditions of this
Lease  for  the  balance  of  the  remaining  term.

SECTION  13.02  - Subordination.  This Lease shall be subordinate to the lien of
any  mortgage  or  security  deed or the lien resulting from any other method of
financing  or  refinancing  now  or hereafter in force against the Premises, any
portion  thereof,  or upon any buildings hereafter placed upon the land of which
the  Premises  are a part, and to any and all advances to be made under any such
mortgages,  and  all  renewals,  modifications,  extensions, consolidations, and
replacements  thereof.  The aforesaid provisions shall be self-operative, and no
further  instrument  of  subordination  shall  be  required  to  evidence  such
subordination.  Tenant covenants and agrees to execute and deliver, upon demand,
such further instrument or instruments subordinating this Lease on the foregoing
basis  to  the  lien  of  any  such mortgage or mortgages as shall be desired by
Landlord  and  any  mortgagees or  proposed mortgagees,  and  hereby irrevocably
appoints  Landlord  the  attorney-in-fact  of Tenant to execute and deliver such
instrument  or  instruments  with  ten  (10) days after written notice to do so.
However, the holder of any mortgage or security deed or other lien will agree to
recognize the rights of Tenant under this Lease and to accept Tenant as a Tenant
of  the  Premises  under  the terms and conditions of this Lease in the event of
acquisition  of  title  by  such  holder  through  foreclosure  proceedings  or
otherwise,  so  long  as  Tenant  is  not  in  default.

SECTION  13.03  -  Estoppel  Certificate.  Within  ten  (10)  days after request
therefor  by  Landlord,  or  in  the  event  that  upon any sale, assignment, or
hypothecation of the Premises and/or the land thereunder by Landlord an estoppel
certificate  shall  be  required  from  Tenant,  Tenant  agrees  to  execute, in
recordable  form,  a  certificate  to any proposed mortgagee or purchaser, or to
Landlord,  certifying that this Lease is unmodified and in full force and effect
(or, if there have been

<PAGE>

modifications,  that  the  same  is  in  full  force and effect as modified, and
stating  the  modifications),  that there are no defenses or offsets thereto (or
stating  those  claimed by Tenant) and the dates to which Rent and other charges
have  been  paid.

                                   ARTICLE XIV
                              SURRENDER OF PREMISES

SECTION 14.01 - Surrender of Premises.  At the expiration or earlier termination
of  this  Lease, Tenant shall surrender the Premises to Landlord broom-clean and
in the same condition as when tendered by Landlord, reasonable wear and tear and
insured  casualty  excepted.  Tenant  shall  promptly  repair  any damage to the
Premises  caused  by  the  removal  of  any  furniture, trade fixtures, or other
personal  property  placed  in  the  Premises.

SECTION  14.02  - Holding Over.  Should Tenant, with Landlord's written consent,
hold  over  at the end of the term, Tenant shall become a Tenant at will and any
such holding over shall not consititute an extension of this Lease.  During such
holding  over,  Tenant  shall  pay rent and other charges at the highest monthly
rate  provided  for  herein. If Tenant holds over at the end of the term without
Landlord's  written  consent, Tenant shall pay Landlord as liquidated damages, a
sum  equal  to twice the amount of rent and other charges at the highest monthly
rate  provided  for herein for all the time Tenant shall so retain possession of
the  Premises, together with actual damages sustained by Landlord exceeding such
sum; provided that the exercise of Landlord's rights under this clause shall not
be  interpreted  as  a  grant of permission to Tenant to continue in possession.

                                   ARTICLE XV
                                  MISCELLANEOUS

SECTION  15.01  -  Waiver.  The  waiver  by  Landlord of any breach of any term,
covenant,  or  condition  herein contained shall not be deemed to be a waiver of
such  term,  covenant,  or condition or any subsequent breach of the same or any
other  term,  covenant, or condition herein contained. The subsequent acceptance
of  rent  hereunder  by  landlord  shall  not  be  deemed  to be a waiver of any
preceding  breach  by  Tenant of any term, covenant, or condition of this Lease,
other  than  the  failure  of  Tenant  to pay the particular rental so accepted,
regardless  of  Landlord's  knowledge  of  such  preceding breach at the time of
acceptance  of such rent. No covenant, term, or condition of this Lease shall be
deemed  to  have been waived by Landlord, unless such waiver shall be in writing
by  Landlord.

SECTION  15.02  -  Accord  and Satisfaction.  No payment by Tenant or receipt by
Landlord  of  a  lesser  amount than the monthly rent herein stipulated shall be
deemed  to  be  other than on account of the earliest stipulated 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, 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  in this Lease provided.

<PAGE>

SECTION  15.03  -  Entire  Agreement.  This Lease and the Exhibits and Rider, if
any,  attached  hereto  and  forming a part hereof, set forth all the covenants,
promises, agreements, conditions, and understandings between Landlord and Tenant
concerning  the  Premises,  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.

SECTION  15.04  -  No  Partnership.  Landlord  does  not,  in any way or for any
purpose,  become  a  partner  of  Tenant  in  the  conduct  of  its business, or
otherwise,  or  a  joint venturer or a member of a joint enterprise with Tenant.

SECTION  15.05  - Force Majeure.  In the event that Landlord shall be delayed or
hindered  in  or  prevented  from  doing or performing any act or thing required
hereunder  by  reason  of  strikes,  lockouts,  casualties,  Acts  of God, labor
troubles, inability to procure materials, failure of power, governmental laws or
regulations,  riots,  insurrection,  war  or  other causes beyond the reasonable
control  of  Landlord,  then Landlord shall not be liable or responsible for any
such  delays  and  the doing or performing of such act or thing shall be excused
for  the  period of the delay and the period for the performance of any such act
shall  be  extended  for  a  period  equivalent  to  the  period  of such delay.

SECTION 15.06 - Notices.  Any notice, demand, request, or other instrument which
may be or is required to be given under this Lease shall be delivered personally
or  sent  by  either United States certified mail, postage prepaid, or expedited
mail  service, and shall be addressed (a) if to Landlord at the address provided
in  Section  1.01  for  Landlord,  or  at  such  other  address  as Landlord may
designated  by  written  notice, and (b) if to Tenant at the address provided in
Section 1.01 or at such other address as Tenant may designate by written notice.
Notices shall be effective upon delivery unless delivery is refused or cannot be
made,  in  which  event  notice  shall  be  effective  on  mailing.

SECTION  15.07  -  Captions and Section Numbers.  The captions, section numbers,
article numbers, and index appearing in this Lease are inserted only as a matter
of  convenience  and in no way define, limit, construe, or describe the scope or
intent  of  such  section  or  articles of this Lease nor in any way affect this
Lease.

SECTION  15.08  -  Tenant  Defined,  Use  of Pronoun. The word "Tenant" shall be
deemed  and  taken  to mean each and every person or party mentioned as a Tenant
herein, be the same one or more; and if there shall be more than one Tenant, any
notice  required  or  permitted by the terms of this lease may be given by or to
any  one  thereof, and shall have the same force and effect as if given by or to
all  thereof.  The  use  of  the neuter singular pronoun to refer to Landlord or
Tenant shall be deemed a proper reference, even though Landlord or Tenant may be
an  individual,  a  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 sense where there is more than one Landlord or
Tenant  and  to either corporations, associations, partnerships, or individuals,
males  or  females,  shall

<PAGE>

in  all  instances  be  assumed  as  though  in  each  case  fully  expressed.

SECTION  15.09  -  Broker's  Commission.  Tenant  warrants  that  it  has had no
dealings  with  any broker or agent in connection with this Lease, and covenants
to  hold  harmless,  indemnify, and defend Landlord from and against any and all
cost,  expense,  or  liability  for  any  compensation, commissions, and charges
claimed  by any broker or agent as a result of action or inaction by Tenant with
respect  to  this  Lease  or  the  negotiation  thereof.

SECTION 15.10 - Partial Invalidity.  If any term, covenant, or condition of this
Lease  or  the  application  thereof to any person or circumstance shall, to any
extent,  be  invalid  or  unenforceable,  the  remainder  of  this Lease, or the
application  of  such  term,  covenant, or condition to persons or circumstances
other  than  those as to which it is held invalid or unenforceable, shall not be
affected  thereby,  and each term, covenant, or condition of this Lease shall be
valid  and  be  enforced  to  the  fullest  extent  permitted  by  law.

SECTION  15.11  -  Execution  of  Lease.  The  submission  of  this  Lease  for
examination does not constitute a reservation of or option for the Premises, and
this Lease becomes effective as a Lease only upon execution and delivery thereof
by  Landlord  and  Tenant.  If  Tenant  is  a  corporation, Tenant shall furnish
Landlord  with  such  evidence  as  Landlord reasonably requires to evidence the
binding  effect  on  Tenant  of  the  execution  and  delivery  of  this  Lease.

SECTION  15.12  -  Recording.  Tenant agrees not to record this Lease.  However,
Tenant  and  Landlord,  upon  request  of either, agree to execute and deliver a
memorandum  or  so-called  "short form" of this Lease in recordable form for the
purpose  of  recordation, at Tenant's expense.  Said memorandum or short form of
this  Lease  shall  describe  the parties, the Premises, and the Lease Term, and
shall  incorporate  this  Lease  by  reference.

SECTION  15.13  - Applicable Law.  The laws of the State of South Carolina shall
govern  the  validity, performance, and enforcement of this Lease.  Landlord and
Tenant  hereby  agree that a usufructuary interest shall be created by virtue of
this agreement and that no estate in land capable of being transferred by Tenant
has  been  granted  to  Tenant  under  this  Lease.

SECTION  15.14  -  Time  is  of  the  Essence.  Time  is  of the essence of this
Agreement.

SECTION  15.15  -  Successors and Assigns.  Except as otherwise provided herein,
this  Lease shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives, executors, successors, and
assigns.

SECTION  15.16  -  Survival  of  Obligations.  The provisions of this Lease with
respect to any obligation of Tenant to pay any sum owing in order to perform any
act  after  the  expiration or other termination of this Lease shall survive the
expiration  or  other  termination  of  this  Lease.

<PAGE>

SECTION  15.17  -  Counterclaim  and Jury Trial.  In the event that the Landlord
commences  any  summary  proceedings  or action for non-payment of rent or other
charges  provided for in this Lease, Tenant shall not interpose any counterclaim
of  any  nature  or  description  in  any such proceeding or action.  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.

SECTION  15.18 - Representations.  Tenant acknowledges that neither Landlord nor
Landlord's  agents,  employees,  or contractors have made any representations or
promises  with  respect  to  the  Premises or this Lease except as expressly set
forth  herein.

SECTION  15.19  - Landlord's Liability.  Landlord's liability hereunder shall be
limited  solely  to the total amount due under the remaining term of this lease.

     IN  WITNESS  WHEREOF,  the Landlord and the Tenant have respectively signed
and  sealed  this  lease  as  of  the  day  and  year  first  above  written.

                                           WOODRUFF  PROPERTIES

N. Faye Tidwell                            By: /s/ Frank Rogers
---------------                               --------------------
Executive Assistant                        Its:  Partner
-------------------                            -------------------

                                           OMNICALL  INCORPORATED

                                           By: /s/ Timothy Welsh
------------------                            --------------------
                                           Its:  CFO
------------------                             -------------------


<PAGE>


                            NOTICE OF ADDITIONAL RENT


According  to  Article  1, Section 1.01, Paragraph L, of the Indenture of Lease,
dated August 1, 1998, between Woodruff Properties, Landlord, and OmniCall, Inc.,
Tenant,  additional  rent  in  the  amount  of  $1,371.91  will be paid monthly,
beginning August 1, 1998, for the remaining term of the lease (36 months).  This
additional  rent  is  for  expenses  incurred  for improvements made at Tenant's
address  per  Tenant's  request  (see  attached  spreadsheet  for  details).


                                           WOODRUFF  PROPERTIES

                                           By: /s/ Frank Rogers
                                              --------------------
                                          Its:  Partner
                                             -------------------

                                           OMNICALL  INCORPORATED

                                           By: /s/ Timothy Welsh
                                               -------------------
                                           Its:  CFO
                                               -------------------

<PAGE>