NeoMedia Technologies, Inc.



                                  Exhibit 10.43



         Agreement of Lease Between First Union National Bank of Florida
             and NeoMedia Technologies, Inc. Dated November 27, 1996


<PAGE>

                                  FIRST UNION

                               AGREEMENT OF LEASE


                                     Between




                      FIRST UNION NATIONAL BANK OF FLORIDA

                                   (Landlord)


                                       and


                           NEOMEDIA TECHNOLOGIES, INC.

                                    (Tenant)






                             Date: NOVEMBER 27, 1996

<PAGE>


                               AGREEMENT OF LEASE

                                TABLE OF CONTENTS

(This Table of Contents is not a part of this Agreement of Lease and is for
convenience of reference only.)


ARTICLE               DESCRIPTION                                          PAGE
-------               -----------                                          ----

Article 1.01          Premises                                             1

Article 2.01          Term                                                 1

Article 3.01          Base Rent                                            1

Article 4.01          Additional Rent                                      2

Article 4.02          Statements of Amounts Due and Payment                3
                      of Additional Rent

Article 4.03          Operating Expense Adjustment                         4

Article 4.04          Personal Property Taxes                              4

Article 4.05          Renewal                                              4

Article 4.06          Right of First Refusal                               4

Article 5.01          Security Deposit                                     5

Article 6.01          Use of Premises                                      5

Article 7.01          Upkeep of Premises                                   5

Article 7.02          Hazardous Substances                                 6

Article 8.01          Assignment and Subletting                            6

Article 9.01          Fire Insurance                                       6

Article 10.01         Alterations and Improvements                         7

Article 11.01         Tenant's Agreement                                   7

Article 12.01         Unusual Equipment                                    7

Article 13.01         Tenant Equipment                                     8

Article 14.01         Access                                               8

Article 15.01         Illegal Use                                          8

Article 16.01         Rules and Regulations                                8

Article 17.01         Damage                                               8

Article 18.01         Personal Property                                    8


<PAGE>


Article 19.01         Liability & Tenant's Insurance                       8

Article 20.01         Services                                             9

Article 21.01         Bankruptcy                                           9

Article 22.01         Default                                              10

Article 23.01         Damage by Fire or Casualty                           11

Article 24.01         Condemnation                                         11

Article 25.01         Tenant Holdover                                      12

Article 26.01         Possession                                           12

Article 27.01         Tenant Plans                                         12

Article 28.01         Offset Statement                                     12

Article 29.01         Attornment                                           13

Article 30.01         Failure to Execute Instruments                       13

Article 31.01         Counterclaim                                         13

Article 32.01         Waiver of Jury Trial                                 13

Article 33.01         Waiver of Rights of Redemption                       13

Article 34.01         Taxes on Leasehold                                   13

Article 35.01         Liens                                                13

Article 36.01         Pronouns                                             14

Article 37.01         Notices                                              14  

Article 38.01         Relocation                                           15 

Article 39.01         Tenant Improvements                                  15 

Article 40.01         Parking                                              15 

Article 41.01         Governing Law                                        16 

Article 42.01         Benefit and Burden                                   16

Article 43.01         Accord and Satisfaction                              16

Article 44.01         Captions and Section Numbers                         16

Article 45.01         Partial Invalidity                                   16

Article 46.01         Exhibits                                             16

Article 47.01         Quiet Enjoyment                                      17

Article 48.01         Entire Agreement                                     17

<PAGE>

Article 49.01         Time of Essence                                      17

Article 50.01         Effective Date                                       17

Article 51 01         Radon Gas                                            17

Article 52.01         Brokers                                              17

Article 53.01         Special Clauses                                      17

Exhibit "A"           Floor Plan                                           19

Exhibit "A-1"         Right of First Refusal Space                         20

Exhibit "B"           Building Rules and Regulations                       21

Exhibit "C"           Guaranty (Intentionally omitted)

Exhibit "D"           Tenant Acceptance Letter                             23

Exhibit "E"           Building Standard Materials and Specifications       24

<PAGE>

                                    L E A S E
                                    ---------

          THIS AGREEMENT made this 27TH day of NOVEMBER, 1996, by and between
NEOMEDIA TECHNOLOGIES, INC., (hereinafter called "Tenant") and FIRST UNION
NATIONAL BANK OF FLORIDA, (hereinafter called "Landlord").


                                   WITNESSETH:

          That the Landlord for and in consideration of the covenants and
agreements hereinafter set forth and the rent hereinafter specifically reserved,
does hereby lease, unto said Tenant, the space described as follows:

     1.01 PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord certain offices known as DOWNTOWN FT. MYERS and located at 2201
2ND AVENUE, FT. MYERS, FLORIDA (the "BUILDING"), which offices consist of
approximately 10,615 rentable square feet of office space (9,311 useable square
feet), (the "PREMISES") situated on the 6TH Floor, Suite 600 of the Building, as
shown on EXHIBIT "A" incorporated herein by reference. The Premises shall be
measured by Landlord's architect prior to Lease commencement and in accordance
with BOMA standards (American National Standard 2651.1, approved July 31,
1980) and the actual rentable square feet of the Premises determined by
multiplying the actual useable square feet of the Premises by a multiple of
1.14. The Lease and all applicable provisions therein shall be amended to
reflect the actual rentable area of the Premises. Any future space added to the
Premises, if any, shall be measured as described herein prior to adding such
space.

     2.01 TERM. The term shall be for THIRTY EIGHT (38) months (or until such
term shall sooner cease and expire as hereinafter provided) commencing upon the
first day after the first to occur of (i) the date which the Tenant occupies the
Premises, or (ii) FIFTEEN (15) days after full execution of this Lease (the
"COMMENCEMENT DATE").

     3.01 BASE RENT. As Base Rent for the use and occupancy of the Premises, and
subject to the provisions contained in SECTION 53.01, Tenant shall pay to the
Landlord for the term set forth herein the sum of FOUR HUNDRED THIRTY THREE
THOUSAND SEVEN HUNDRED THIRTEEN AND 70/100 Dollars ($433,713.70), without
deduction, set-off or demand, payable in advance and in monthly installments as
outlined in PARAGRAPH 53.01-1. The first installment of Base Rent shall be due
and payable on the first day of the third (3rd) month following the Commencement
Date, it being understood and agreed that the Base Rent for the first two (2)
months of the Lease Term shall be abated (the "ABATEMENT PERIOD") and the
remaining installments payable in advance on the first day of each and every
month without demand during the said term to FAISON ASSOCIATES, or at such other
place as the Landlord may hereafter designate in writing. Rent checks are to be
made payable to FIRST UNION NATIONAL BANK OF FLORIDA, or such other person, firm
or corporation as the Landlord may hereafter designate in writing. If the term
commences on a day other than the first day of the month, the first payment
shall be prorated on a thirty-day per calendar month basis for the period from
the period from the lease Commencement Date to the first day of the first full
month during the term. All installments of rent are due on the 1st of each month
and considered late after the 5th of that month. IF THE MONTHLY RENTAL PAYMENTS
ARE NOT MADE BY THE FIFTH OF THE MONTH, LANDLORD MAY CHARGE TENANT A FIVE
PERCENT (5%) LATE PAYMENT CHARGE. In addition to the Base Rent and Additional
Rent as described in SECTION 4, Base Rent and Additional Rent collectively

                                      -1-

<PAGE>

hereafter referred to as "RENT", Tenant shall and hereby agrees to pay to
Landlord each month a sum equal to any sales tax, tax on Rentals, and any other
charges, taxes and/or impositions now in existence or hereafter imposed based
upon the privilege of renting the space leased hereunder or upon the amount of
rental collected therefor. Nothing herein shall, however, be taken to require
Tenant to pay any part of any Federal and State taxes on income imposed upon
Landlord.

     4.01 ADDITIONAL RENT. In addition to the Base Rent as described in
PARAGRAPH 3.01, Tenant shall pay to Landlord as "ADDITIONAL RENT" "Tenant's
proportionate share" of any increases in "OPERATING EXPENSES" and "TAXES", as
hereinafter defined, above the "EXPENSE BASE". As used herein the term:

          (a) "TENANT'S PROPORTIONATE SHARE" shall mean the percentage which the
rentable square feet in the Premises then leased by the Tenant in the Building
bears to the total rentable square feet contained in the Building. For purposes
of this Lease, Tenant's proportionate share shall be 16.5%. Notwithstanding
anything to the contrary contained herein this SECTION 4.01 (A), in the event
(i) after the Premises are measured pursuant to SECTION 1.01 the actual rentable
square feet of the Premises is other than as stated in SECTION 1.01, or (ii) the
Tenant expands the Premises within the Building at any time during the Term or
any Renewal Term thereof, or (iii) the rentable area of the Premises changes for
any other reason, then in such event(s), the Tenant's proportionate share shall
be adjusted and the Lease amended to reflect the new Tenant's proportionate
share, it being intended that the Tenant's proportionate share always reflects
the relationship of the leased Premises to the total rentable square feet
contained in the Building.

          (b) "OPERATING EXPENSES" shall mean all expenses, costs and
disbursements, of every kind and nature which Landlord shall pay or become
obligated to pay because of or in connection with the maintenance, refurbishing,
redecorating or operation of the Building, Land and any future improvements
constructed thereon (hereinafter referred to as the "PROJECT") computed on the
accrual basis, but shall not include the cost of individual tenant improvements,
leasing commissions or legal fees associated with leasing or disputes with
tenants of the Project. By way of explanation and clarification, but not by way
of limitation, these Operating Expenses will include the following:

                (i)  Wages and salaries of all employees to the extent they are
                     engaged in operation and maintenance of the Project,
                     employer's social security taxes unemployment taxes or
                     insurance, and any other taxes which may be levied on such
                     wages and salaries, the cost of disability and
                     hospitalization insurance; pension or retirement benefits,
                     and any other fringe benefits for such employees.

               (ii)  All supplies, materials, equipment and vehicles used in
                     operation and/or maintenance of the Project.

               (iii) Cost of all utilities, including water, sewer, electricity,
                     gas and fuel oil used in the Project and not charged
                     directly to another tenant.

               (iv)  Cost of management, rent for space used for the management
                     office, cost of ground leases, association fees, janitorial
                     services, accounting and legal services (not in connection
                     with tenant disputes or such other matters arising out of
                     Landlord's alleged negligence or wrongful acts), trash and
                     garbage removal, pest

                                      -2-

<PAGE>

                     control servicing, maintenance, repair, and replacement of 
                     all systems and equipment including, but not limited to,
                     elevators, plumbing, heating, air conditioning,
                     ventilating, lighting, electrical, security and fire
                     alarms, fire pumps, fire extinguisher and hose cabinets,
                     mail chutes, rent for space used as a mail room, guard
                     service, painting, window cleaning, landscaping and
                     gardening.

                (v)  Amortization (including reasonable finance charges) of the
                     cost of capital improvements or investment items which are
                     for the sole purpose of, (i) reducing (or minimizing
                     increases of) Operating Costs or, (ii) improving the
                     security of the Project or, (iii) are or may be required by
                     Governmental agencies, including but not limited, to
                     replacement of air conditioning equipment due to freon and
                     chlorofluoracarbons, improvements due to Americans with
                     Disabilities Act of 1990 ("ADA"), EPA Green Lights and
                     other such mandated programs which may occur  rom time to
                     time, provided however, in the event the Building is
                     required to have fire sprinkler systems installed, then in
                     such event the cost of such installation shall be borne by
                     the Landlord and may not be amortized and included in
                     Operating Expenses as otherwise provided herein. All such
                     costs shall be amortized on a straight-line basis
                     reasonable life of the capital investment item(s),
                     determined in accordance with generally accepted accounting
                     principles and in no event to extend beyond the reasonable
                     life of the Project.

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

           (d) "EXPENSE BASE" shall mean that amount of the Base Rent which is
attributable to Operating Expenses and Taxes incurred by the Landlord for the
operation, maintenance and service of the Project. The Expense Base is stated as
an amount per rentable square foot. For the purposes of this Lease, the Tenant's
Expense Base is $5.63 per rentable square foot of Leased area.

           (e) Notwithstanding anything else to the contrary contained herein
this PARAGRAPH 4.01, for the purposes of calculating the Tenant's share of
increases in Operating Expenses, there shall be a limit on the amount of which
"Controllable 0perating Expenses" may increase from year to year during the
Lease Term.  "CONTROLLABLE OPERATING EXPENSES"  are hereinafter defined as all
Operating Expenses EXCEPT  Taxes, Insurance, Utilities, and amortization of
capital improvements or investment items as defined in PARAGRAPH 4.01 (B)(V).
Said increase shall be limited to not more than six (6%) percent in the 
aggregate of all such Controllable Operating Expenses, provided however that
such in intended to be

                                      -3-

<PAGE>

cumulative over the Lease Term.

           4.02 STATEMENTS OF AMOUNTS DUE AND PAYMENT OF ADDITIONAL RENT.
Landlord agrees to maintain accounting books and records reflecting Operating
Expenses of the Building in accordance with generally accepted accounting
principles. Landlord shall notify Tenant within sixty (60) days prior to the end
of the first calendar year of the Lease Term, and each calendar year thereafter
during the Term, or any Renewal Term hereof, of the amount which Landlord
estimates (as evidenced by budgets prepared by or on behalf of Landlord) will be
the amount of Tenant's proportionate share of any increase in Operating Expenses
and Taxes over the Expense Base for the next calendar year of the Term, or any
Renewal Term hereof. Beginning on the 1st day of January of each year thereafter
during the Term, Tenant shall pay such sum as Additional Rent in advance to
Landlord in equal monthly installments, during the balance of said calendar
year, on the first day of each remaining month in said calendar year. Within one
hundred twenty (120) days following the end of each calendar year during the
Term or any Renewal Term hereof, Landlord shall submit to Tenant a statement
showing the actual amount of increases in Operating Expenses and Taxes for the
past calendar year compared to the Expense Base, the additional amount thereof
actually paid during that year by Tenant and the amount of the resulting balance
due thereon, or overpayment thereof, as the case may be. Additionally within
thirty (30) days after receipt by Tenant of said statement, Tenant shall have
the right to inspect Landlord's books and records, at Landlord's office, during
normal business hours, after four (4) business days prior written notice,
showing the Operating Expenses and Taxes for the Project for the calendar year
covered by said statement. Said statement shall become final and conclusive
unless Landlord receives written objections with respect thereto within said
thirty (30) day period. Any balance shown to be due pursuant to said statement
shall be paid by Tenant to Landlord within thirty (30) days following Tenant's
receipt thereof. Any overpayment shall be immediately credited against Tenant's
obligation to pay expected Additional Rent in connection with anticipated
increases in Operating Expenses and Taxes, or if by reason of any termination of
the Lease no such future obligation exists, refunded to Tenant. Anything herein
to the contrary notwithstanding, Tenant shall not delay or withhold payment of
any balance shown to be due pursuant to the statement rendered by Landlord to
Tenant, pursuant to the terms hereof, because of any objection that Tenant may
raise with respect thereto and Landlord shall immediately credit any overpayment
found to be owing to Tenant against Tenant's proportionate share of increases in
operating Expenses and Taxes for the then current calendar year (and future
calendar years, if necessary) upon the resolution of said objection or, if at
the time of the resolution of said objection of the Lease Term has expired,
immediately refund to Tenant any overpayment found to be owing to Tenant. The
provisions of this PARAGRAPH 4.02 shall survive the expiration or termination of
this Lease.

           4.03 OPERATING EXPENSE ADJUSTMENT. In determining the Tenant's
proportionate share of increases in Operating Expenses and Taxes for the purpose
of this Section 4, if less than 95% of the Building shall have been occupied by
tenants and fully used by them, at any time during the year, Operating Expenses
and Taxes shall be adjusted to an amount equal to the Operating Expense and Tax
that would normally be expected to be incurred, had such occupancy been 95% and
had full utilization been made during the entire period.

           4.04 PERSONAL PROPERTY TAXES. Tenant agrees to pay, before
delinquency, any and all taxes levied or assessed and which become payable
during the term upon Tenant's equipment, furniture, fixtures and other personal
property located in the Premises.

           4.05 RENEWAL. Tenant shall have the right to renew this Lease for
TWO (2) additional SIX (6) MONTH term(s). Should Tenant wish to renew, the
Tenant shall provide Landlord with one hundred eighty (180) days written notice
prior to termination of this Lease term. Base Rent for each renewal term shall
be in accordance with the provisions of PARAGRAPH 53.01-2.

                                      -4-

<PAGE>

           4.06 RIGHT OF FIRST REFUSAL. Throughout the initial Term of this
Lease, the Tenant shall have the right of first refusal (the "RFR") to lease
additional space, when and if such space is made available to lease by the
Landlord to third parties, on the fourth floor of the Building as shown on
EXHIBIT A-1 (the "RFR SPACE"). If the Landlord receives a bonafide offer from a
third party to lease the RFR Space, on terms and conditions acceptable to the
Landlord, then in such event, Landlord shall present Tenant with the terms and
conditions by which Landlord is prepared to lease the RFR Space to said third
party. The Tenant shall, within five (5) days after receipt of the aforesaid
terms and conditions from Landlord, notify the Landlord in writing of the
Tenant's desire to lease the RFR Space. In the event the Tenant elects to lease
the RFR Space, then in such event the Tenant shall do so under such terms and
conditions presented to Tenant and this Lease shall be so amended as to
incorporate the RFR Space and terms and conditions pertaining to same.
Notwithstanding the foregoing, in the event the lease term for the RFR Space
exceeds the remaining unexpired initial term of this Lease, then in such event
and as a condition to Tenant's RFR provided herein this PARAGRAPH 4.06, the
Lease term of this Lease shall be extended to a period coterminous with the term
of the RFR Space. In the event Tenant fails to notify Landlord of its intentions
within the five (5) day period as herein provided or declines to lease the RFR
Space, then in either event, Tenant's rights under this RFR shall expire and be
of no further force or effect and Landlord shall be permitted to lease the RFR
Space to third parties without any obligation to the Tenant.

           5.01 SECURITY DEPOSIT. Tenant shall pay the Landlord upon execution
of this Lease, the sum of ELEVEN THOUSAND NINE HUNDRED FORTY ONE and 88/100
Dollars ($11,941.88) as security for the faithful performance and observance by
Tenant of the terms, provisions and conditions of this Lease; it is agreed that,
in the event Tenant defaults in respect of any of the terms, provisions and
conditions of this Lease, including, but not limited to, the payment of Rent,
Landlord may use, apply or retain the whole or any part of the security so
deposited to the extent required for the payment of any Rent or any other sum as
to which Tenant is in default or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this Lease, including, but not limited to, any
damages or deficiency in the re-letting of the Premises, whether such damage or
deficiency accrued before or after summary proceedings or other re-entry by
Landlord. Tenant shall remain liable for any amount that such sum shall be
insufficient to pay. In the event Landlord applies any portion of the deposit to
remedy such default or to repair damages to the Premises caused by the Tenant,
Tenant shall pay to Landlord, within fifteen (15) days, after written demand for
such payment by Landlord, all monies necessary to restore the deposit up to the
original amount. In the event that Tenant shall fully and faithfully comply with
all of the terms, provisions, covenants and conditions of this Lease, the
security shall be returned to Tenant after the date fixed at the end of this
Lease and after delivery of entire possession of the Premises to Landlord. In
the event of a sale of the Project, of which the premises form a part, Landlord
shall have the right to transfer the security to the vendee, and Landlord shall
thereupon be released by Tenant from all liability for the return of such
security and Tenant agrees to look to the new Landlord solely for the return of
said security. It is agreed that the provisions hereof shall apply to every
transfer or assignment made of the security to a new Landlord. Tenant further
covenants that it will not assign or encumber the monies deposited herein as,
security and that neither Landlord nor its assigns shall be bound by any such
assignment or encumbrance. Landlord shall not be required to keep the security
in a segregated account and the security may be commingled with other funds of
Landlord, and in no event shall Tenant be entitled to any interest on the
security.

           6.01 USE OF PREMISES. The Tenant shall at all times use and occupy
the Premises for COMPUTER SALES, SERVICE, SOFTWARE CONSULTING, RESEARCH,
TRAINING AND RELATED GENERAL OFFICE USE and for no other purpose whatsoever.

                                      -5-

<PAGE>

           7.01 UPKEEP OF PREMISES. The Tenant agrees that it will keep the
Premises and the fixtures therein in good order and condition and will, at the
expiration or other termination of the term hereof, surrender and deliver up the
same in like good order and condition as the same now is or shall be at the
commencement of the term hereof, ordinary wear and tear, and damage by the
elements, fire, and other unavoidable casualty excepted, unless caused by
negligence of Tenant or their agents or employees. All damage caused by Tenant's
negligence, or that of his agents, servants, employees or visitors, shall be
repaired promptly by Tenant at his sole cost and expense. In the event that the
Tenant fails to comply with the foregoing provisions the Landlord shall have the
option to enter the Premises and make all necessary repairs at Tenant's cost and
expense, the same to be considered as Additional Rent and added to and be
payable with the next monthly installments of Rent.

           7.02 HAZARDOUS SUBSTANCES. The term "HAZARDOUS SUBSTANCES", as used
in this Lease, shall include, without limitation, flammable, explosives,
radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals
known to cause cancer or reproductive toxicity, pollutants, contaminants,
hazardous wastes, toxic substances or related materials, petroleum and petroleum
products, and substances declared to be hazardous or toxic under any law or
regulation now or hereafter enacted or promulgated by any governmental authority
(the "Authorities"). Tenant shall not cause or permit to occur; (i) Any
violation of any federal, state, or local law, ordinance, or regulation now or
hereafter enacted, (the "ENVIRONMENTAL LAWS") related to environmental
conditions on, under, or about the Premises, or arising from Tenant's use or
occupancy of the Premises, including, but not limited to, soil and ground water
conditions; or (ii) The use, generation, release, manufacture, refining,
production, processing, storage, or disposal of any Hazardous Substance on,
under, or about the Premises or the Project, or the transportation to or from
the Premises, or the Project, of any Hazardous Substance. Tenant shall
indemnify, defend, and hold harmless Owner, and their respective officers,
directors, heirs, beneficiaries, shareholders, partners, agents, assignees and
employees from all fines, suits, procedures, claims, and actions of every kind,
and all costs associated therewith (including attorneys' and consultants' fees)
arising out of or in any way connected with any deposit, spill, discharge, or
other release of Hazardous Substances that occurs during the term of this Lease,
at or from the Premises, or the Project, or which arises at any time from
Tenant's use or occupancy of the Premises, or the Project, or from Tenant's
failure to provide all information, make all submissions, and take all steps
required by all Authorities under the Environmental Laws. Tenant's obligations
and liabilities under this PARAGRAPH 7.02 shall survive the expiration of this
Lease.

           8.01 ASSIGNMENT AND SUBLETTING. The Tenant covenants and agrees not
to encumber or assign this Lease or sublet all or any part of the Premises
without the prior written consent of Landlord. If Landlord consents to an
assignment or subletting, the assignee or sublessee shall first be obligated to
assume, in writing, all of the obligations of Tenant under this Lease and Tenant
shall, for the full term of this Lease, continue to be jointly and severally
liable with such assignee or sublessee for the payment of the Rent and the
performance of all obligations required by Tenant under this Lease. In no event
shall Tenant assign or sublet the Premises for any terms, conditions and
covenants other than those contained herein. In no event shall this Lease be
assigned or be assignable by operation of law or by voluntary or involuntary
bankruptcy proceedings or otherwise, and in no event shall this Lease or any
rights or privileges hereunder be an asset of Tenant under any bankruptcy,
insolvency or reorganization proceedings. In no event shall the Landlord's
allowance of an assignment or sublease be deemed to permit a subsequent
assignment of sublease. The Assignee must meet the financial ability necessary
to take Tenant's place, with such financial ability to be determined in
Landlord's sole discretion. The Tenant shall pay Landlord all costs and expenses
associated with incurring, maintaining and servicing any assignment or sublease.

           9.01 FIRE INSURANCE. Landlord shall, at its expense, keep the
building of which the 

                                      -6-

<PAGE>

Premises forms a part (but not the leasehold improvements, personal property or
trade fixtures located in the Premises), insured against loss by fire or
casualty with extended coverage in an amount determined by the Landlord, and
said policy shall include a standard waiver of subrogation clause against
Tenant. The Tenant will not do or permit anything to be done in the Premises or
the Project of which they form a part or bring or keep anything therein which
shall in any way increase the rate of fire or other insurance in said building,
or on the property kept therein, or obstruct, or interfere with the rights of
other tenants, or in any way injure or annoy them, or those having business with
them, or conflict with them, or conflict with the fire laws or regulations, or
with any insurance policy upon said building or any part thereof, or with any
statutes, rules or regulations enacted or established by the appropriate
governmental authority. In the event the cost of premiums on said fire and
extended insurance increases due to the hazardous nature of the use and
occupancy by Tenant of the Premises, then the entire increase in insurance cost
shall be paid by Tenant as additional rent in a lump sum and on receipt of
invoice from Landlord. 

           10.01 ALTERATIONS AND IMPROVEMENTS. Tenant shall not cut, drill into,
disfigure, deface or injure any part of the Premises; nor obstruct or permit any
obstruction, alteration, addition, improvement, decoration or installation in
the Premises without first obtaining the written permission of the Landlord. All
alterations, additions, improvements, decoration or installations, including,
but not limited to, partitions, railings, electrical and telephone outlets, air
conditioning ducts or equipment (except movable furniture and fixtures put in at
the expense of Tenant and removable without defacing or injuring the building or
the Premises) shall become the property of the Landlord at the termination of
the Term. Landlord, however, reserves the option to require Tenant, upon demand
in writing, to remove all fixtures and additions, improvements, decorations or
installations (including those not removable without defacing or injuring the
leased Premises) and to restore the Premises to the same condition as when
originally leased to Tenant, reasonable wear and tear excepted. Tenant agrees to
restore the Premises immediately upon the receipt of the said demand in writing
at his own cost and expense and agrees in case of his failure to do so, Landlord
may do so and collect the cost thereof from Tenant as hereinafter provided. In
order to promote an aesthetically attractive, uniform appearance of said
building from the exterior, the Landlord shall furnish a standard building blind
to be used on all exterior windows (regardless of interior treatment) of the
Premises. Tenant shall not place anything or allow anything to be placed near
the glass of any door, partition, wall or window which may be unsightly from
outside the Premises. Landlord grants Tenant limited authorization to install
low voltage wiring for communication and automation purposes. Any other wiring
would require Landlord's approval. The Tenant Improvements approved by Landlord
and outlined in PARAGRAPH 39.01 are excluded from this clause.

           11.01 TENANT'S AGREEMENT. Tenant further agrees that no sign,
advertisement or notice shall be inscribed, painted or affixed on any part of
the outside or inside of the Premises or any part of the Project, except on the
directories and doors of offices, and then only in such size, color and style as
the Landlord shall approve. Landlord shall have the right to prescribe the
weight, and method of installation and position of safes, or other heavy
fixtures, or equipment and Tenant will not install in the Premises any fixtures,
equipment or machinery that will place a load upon any floor exceeding the floor
load per square foot area which such floor was designed to carry. All damage
done to the building by taking in or removing any other article of Tenant's
furniture or equipment, or due to its being in the Premises, shall be Tenant. No
freight furniture or other bulky matter of any description will be received into
the building or carried in the elevators, except as approved by the Landlord,
which shall not be unreasonably withheld or delayed. All moving of furniture,
material and equipment shall be under the direct control and supervision of the
Landlord, who shall however, not be responsible for any damage to or charges for
moving same. Tenant agrees promptly to remove from the public area adjacent to 
said building any of Tenant's

                                       -7-

<PAGE>

merchandise there delivered or deposited. Any damages shall be considered as
Additional Rent and payable with the next monthly installment of Rent.

           12.01 UNUSUAL EQUIPMENT. The Tenant will not install or maintain any
electrically operated equipment or other machinery except standard office
machines without first obtaining the written consent of the Landlord, who may
condition such consent upon the payment by the Tenant of Additional Rent as
compensation for excess consumption of water and/or electricity occasioned by
the operation of said equipment or machinery. The Tenant shall not place weight
bearing items upon any floor or portion of any floor of the Premises exceeding
whichever of the following is the lesser: (i) the floor load per square foot
area which such floor was designed to carry, or (ii) the floor load per square
foot area prescribed by law or applicable regulations. The Landlord reserves the
right to prescribe the weight and position of all safes, heavy files and
equipment which must be placed so as to distribute the weight. Business machines
and mechanical equipment permitted to be placed in, or upon the Premises shall
be placed and maintained by Tenant at its expense in settings sufficient in the
Landlord's judgment to absorb and prevent vibration, noise and annoyance.

           13.01 TENANT EQUIPMENT. Maintenance and repair of equipment such as
kitchen fixtures, light fixture, separate air conditioning equipment, or any
other types of special equipment, whether installed by Tenant or by Landlord on
behalf of Tenant, shall be the sole responsibility of Tenant and Landlord shall
have no obligation in connection therewith.

           14.01 ACCESS. Tenant further agrees that it will allow the Landlord,
its agent or employees, to enter the Premises at all reasonable times by prior
appointment or upon due notice during normal business hours, or in the event of
an emergency, at any time, without prior notice, to examine, inspect or to
protect the same or prevent damage or injury to the same, or to make such
alterations and repairs to the Premises as the Landlord may deem necessary; or
to exhibit the same to prospective tenants during the last three (3) months of
the term of this Lease.

           15.01 ILLEGAL USE. The Tenant will not use or permit the Premises or
any part of the Project thereof to be used for any disorderly, unlawful or extra
hazardous purpose nor for any other purpose then herein before specified; and
will not manufacture any commodity therein, without the prior written consent of
the Landlord.

           16.01 RULES AND REGULATIONS. The Tenant covenants that the rules and
regulations attached hereto as EXHIBIT "B", and such other and further rules and
regulations as the Landlord may make and which in the Landlord's judgement are
needful for the general well-being, safety, care and cleanliness of the
Premises and the building of which they are a part together with their
appurtenances, shall be faithfully kept, observed and performed by the Tenant,
and by its agents, servants, employees and guests and failure to comply with the
Rules and Regulations shall be considered a default in accordance with PARAGRAPH
22.01.

           17.01 DAMAGE. All injury to the Premises or the Project of which they
are a part, caused by moving the property of Tenant into or out of the said
Building and all breakage done by Tenant, or the agents, servants, employees and
visitors of Tenant, shall be repaired by the Tenant, at the expense of the
Tenant. In the event that the Tenant shall fail to do so, then the Landlord
shall have the right to make such necessary repairs, alterations and
replacements structural, non-structural or otherwise) and any charge or cost so
incurred by the Landlord shall be paid by the Tenant with the right on the part
of the Landlord to elect, in its discretion, to regard the same as Additional
Rent, in which event such cost or charge shall become Additional Rent payable
with the installment of Rent next becoming due or thereafter falling due under
the terms of this Lease. This provision shall be construed as an additional
remedy granted to the Landlord and not in limitation of any other rights and
remedies which the

                                      -8-

<PAGE>

Landlord has or may have in said circumstances.

           18.01 PERSONAL PROPERTY. All personal property of the Tenant in the
Premises or in the Building of which the Premises is a part shall be at the sole
risk of the Tenant. The Landlord shall not be liable for any accident to or
damage to property of Tenant resulting from the use or operation of elevators or
of the heating, cooling, electrical or plumbing apparatus. Landlord shall not,
in any event, be liable for damages to property resulting from water, steam or
other causes. Tenant hereby expressly releases and agrees to hold Landlord
harmless from any liability incurred or claimed by reason of damage to Tenant's
property. Landlord shall not be liable in damages, nor shall this Lease be
affected, for conditions arising or resulting, and which may affect the building
of which the Premises is a part, due to construction on contiguous premises,
with the exception of any negligence attributable to Landlord.

           19.01 LIABILITY & TENANT'S INSURANCE. The Landlord assumes no
liability or responsibility whatsoever with respect to the conduct and operation
of the business to be conducted in the Premises. The Landlord shall not be
liable for any accident to or injury to any person or persons or property in or
about the Premises or the Project which are caused by the conduct and operation
of said business or by virtue of equipment or property of the Tenant in said
Premises. The Tenant agrees to hold the Landlord harmless against all such
claims.

               (a) Tenant shall, at Tenant's sole expense, obtain and keep in
force during the Term and any extension or renewal hereof: (i) fire and extended
coverage insurance with vandalism and malicious mischief endorsements and a
sprinkler leakage endorsement (where applicable), on all of its personal
property, including removable trade fixtures, located in the Premises, and on
all leasehold improvements and any future additions and improvements made by
Tenant; and (ii) comprehensive general liability insurance, including
contractual liability coverage, insuring Landlord (as an additional insured) and
Tenant against any liability arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto.

               (b) Said insurance shall be with insurance companies approved by
Landlord. Such companies shall be responsible insurance carriers authorized to
issue the relevant insurance, authorized to do business in Florida and at least
A-rated in the most current edition of BEST'S INSURANCE REPORTS and shall have
minimum limits of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) for any
loss of or damage to property from any one accident, and ONE MILLION AND NO/100
DOLLARS ($1,000,000.00) for death of or injury to any one person from any one
accident. The limits of said insurance shall not, however, limit the liability
of the Tenant hereunder. The policies cannot contain provisions which deny
coverage because the loss is due to the fault of Landlord or Tenant. If Tenant
shall fail to procure and maintain said insurance, Landlord may, but shall not
be required to, procure and maintain same, but at the expense of Tenant. Tenant
shall deliver to Landlord, prior to occupancy of the Premises, copies of
policies of liability insurance required herein, or certificates evidencing the
existence and amounts of such insurance, with loss payable clauses satisfactory
to Landlord. No policy shall be cancelable or subject to reduction of coverage
except after thirty (30) days prior written notice to Landlord. Notwithstanding
anything herein to the contrary, Landlord shall have the right to review the
Tenant's insurance no more frequently than once every year and to require Tenant
to alter its insurance coverage to cover the effects of inflation and to include
or eliminate certain provisions in the Tenant's insurance policy which reflect
the then-current industry standards for this type of insurance coverage.

          20.01 SERVICES. The Landlord shall use all reasonable efforts to
furnish electricity, water, lavatory supplies, fluorescent tube replacements,
and automatically operated elevator service during normal business hours, and
normal  and usual cleaning services and supplies. Landlord further agrees to
furnish heat from a central heating plant and air conditioning by

                                      -9-

<PAGE>

means of a central air conditioning system during the appropriate seasons of the
year, between the hours of 7:00 a.m. and 6:0O p.m. on MONDAY THROUGH FRIDAY AND
SATURDAYS between the hours of 8:00 am and 1:30 p.m. (exclusive of holidays),
provided, however, that the Landlord shall not be liable for failure to furnish,
or for suspension or delays in furnishing, any of such services caused by
breakdown, maintenance or repair work or strike, riot, civil commotion, or any
cause or reason whatever beyond the reasonable control of the Landlord. After
operating hours Building reverts to energy saving HVAC temperatures. Landlord
shall also furnish heating, ventilating and air conditioning at such other times
as are not provided for herein, provided Tenant gives written request to
Landlord before noon of the business day preceding extra usage. Tenant shall
bear the cost of such additional service at rates determined by Landlord, which
may change from time to time. The current rate for HVAC is $20.00 per hour.

          21.01 BANKRUPTCY. If the Tenant shall make an assignment of its assets
for the benefit of creditors, of if the Tenant shall file a voluntary petition
in bankruptcy, or if an involuntary petition in bankruptcy or for receivership
is instituted against the Tenant land the same be not dismissed within thirty
(30) days of the filing thereof, or if the Tenant be adjudged bankrupt, then and
in any of said events this Lease shall immediately cease and terminate at the
option of the Landlord with the same force and effect as though the date of said
event as the day herein fixed for expiration of the term of this Lease.

          22.01 DEFAULT. If Tenant defaults in the prompt payment of Rent and
such default shall continue for seven (7) business days after the same shall be
due and payable; or in the performance or observance of any other provision of
this Lease, including the Rules and Regulations, and such other default shall
continue for fifteen (15) days after written notice thereof shall have been
given to Tenant; or if the leasehold interest of Tenant be levied upon under
execution or attached by process of law; or if Tenant vacates or abandons the
Premises; then and in any such event Landlord, if it so elects forthwith, or at
any time thereafter while such default continues, either may terminate Tenant's
right to possession without terminating this Lease, or may terminate this Lease.

          22.02 Upon termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of the Tenant's right to possession without
termination of the Lease, the Tenant shall surrender possession and vacate the
Premises immediately and deliver possession thereof to the Landlord.

          22.03 Tenant shall be deemed to have vacated or abandoned the Premises
if Rent is not currently paid or if Tenant is absent from the Premises for a
period of fifteen (15) days. If the Tenant vacates or abandons the Premises or
otherwise entitles the Landlord so to elect, and if the Landlord elects to
terminate the Tenant's right to possession only, without terminating the Lease,
the Landlord may, at the Landlord's option, enter into the Premises, remove the
Tenant's signs and other evidences of tenancy, and take and hold possession
thereof without such entry and possession terminating the Lease or releasing the
Tenant, in whole or in part, from the Tenant's obligation to pay the Rent
hereunder for the full term. Upon and after entry into possession without
termination of the Lease, the Landlord may relet the Premises or any part
thereof for the account of the Tenant to any person, firm or corporation other
than the Tenant for such Rent, for such time, and upon such terms and the
Landlord in the Landlord's sole discretion shall determine so long as said terms
are commercially reasonable. In any such case, the Landlord may make repairs in
or to the Premises, and redecorate the same to the extent deemed by the Landlord
necessary or desirable, and the Tenant shall, upon demand, pay the cost thereof
together with the Landlord's expenses of the reletting. If the consideration
collected by the Landlord upon such reletting for the Tenant's account is not
sufficient to pay the full amount of the unpaid Rent reserved in this Lease,
together with the costs of repairs, alterations, additions, redecorating, and
the Landlord's expenses, the Tenant shall pay to the

                                      -10-

<PAGE>

Landlord the amount of each deficiency upon demand. Tenant agrees that the
Landlord shall not be liable for any damages resulting to the Tenant or the
Tenant's property caused, directly or indirectly, by the Landlord's actions in
the course of reletting or retaking possession of the premises, whether caused
by the negligence of the Landlord or otherwise.

          22.04 Landlord is hereby granted a security interest in the personal
property of the Tenant which is located in the Premises to secure the full and
faithful performance of this Lease, and the Landlord may perfect and enforce
this security interest in the manner prescribed by law, provided however,
Landlord shall subordinate Landlord's security interest to any third-party
financing Tenant obtains on Tenant's personal property and, if requested by
Tenant, Landlord agrees to execute such reasonable subordination agreement
requested by Tenant's lender confirming such subordination.

          22.05 If any voluntary or involuntary petition or similar pleading
under any section or sections of any bankruptcy act shall be filed by or against
Tenant, or any voluntary or involuntary proceedings in any court shall be
instituted to declare Tenant insolvent or unable to pay Tenant's debts, or if
Tenant makes an assignment for the benefit of its creditors, or a trustee or
receiver is appointed for Tenant or for the major part of Tenant's property,
then and in such event Landlord may, if Landlord so elects, with or without
notice of such election and with or without entry or other action by Landlord,
forthwith terminate this Lease and notwithstanding any other provisions of this
Lease, Landlord shall forthwith upon such termination be entitled to recover
damages in an amount equal to the then present value of the remaining Rents as
specified in SECTION 3 AND 4 of this Lease for the residue of the stated term
hereof, less the fair rental income value of the Premises expected to be
received by Landlord for the residue of the stated term.

          22.06 Tenant shall pay all Landlord's costs, charges and expenses,
including the fees of counsel, agents and others retained by Landlord, incurred
in enforcing Tenant's obligation hereunder or incurred by Landlord in any
litigation, negotiation, bankruptcy or insolvency proceeding, transaction or
appeal, including those in which Tenant causes Landlord, without Landlord's
fault, to become involved or concerned. Tenant shall be entitled to fees, costs
and expenses in the event it prevails in an action regarding this Lease. If
Tenant violates any of the terms and provisions of this Lease, or defaults in
any of its obligations hereunder, other than the payment of Rent or other sums
payable hereunder, such violation may be restrained or such obligation enforced
by injunction.

          22.07 Tenant agrees that it will promptly pay said Rent at the times
above stated; that, if any part of the Rent remains due and unpaid for seven (7)
business days after the same shall become due and payable, Landlord shall have
the option of declaring the balance of the entire rental term of this Lease to
be immediately due and payable, and Landlord may then proceed to collect all of
the unpaid Rent called for by this Lease by distress or otherwise.

          22.08 All rights and remedies of Landlord herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law.
Venue for any legal action instituted under this Lease shall be in LEE COUNTY,
FLORIDA.

          23.01 DAMAGE BY FIRE OR CASUALTY. In the event of damage or
destruction of the Project or Premises by fire or any other casualty, this Lease
shall not be terminated, but the Project or the Premises may be promptly and
fully repaired and restored as the case may be by the Landlord at its own cost
and expense, provided however that the cost of such repairs and restoration 
shall be limited to the amount of insurance proceeds received by the Landlord 
for such damage or destruction. Due allowance, however, shall be given for
reasonable time required for adjustment and settlement of insurance claims, and
for such other delays as may result from government restrictions, and controls 
on construction, if any, and for strikes,

                                      -11-

<PAGE>

national emergencies and other conditions beyond the control of the Landlord. It
is agreed that in any of the aforesaid events, this Lease shall continue in full
force and effect, but if the condition is such so as to make the entire Premises
untenantable, then the Rent which the Tenant is obligated to pay hereunder shall
abate as of the date of the occurrence until the Premises have been fully and
completely restored by the Landlord. Any unpaid or prepaid Rent for the month in
which said condition occurs shall be pro-rated. If the Premises are partially
damaged or destroyed, then during the period that Tenant is deprived of the use
of the damaged portion of said Premises, Tenant shall be required to pay Rent
covering only that part of the Premises that it is able to occupy, based on that
portion of the total Rent which the amount of square foot area remaining that
can be occupied bears to the total square foot area of all the Premises covered
by this Lease. In the event the Premises are substantially or totally destroyed
by fire or other casualty so as to be entirely untenantable and it shall require
more than one hundred twenty (120) days for the Landlord to complete restoration
of same, then either party hereto, upon ten (10) days written notice to the
other party may terminate this Lease, in which case the Rent shall be
apportioned and paid to the date of said fire or other casualty. No compensation
or claim or diminution of Rent will be allowed or paid, by Landlord, except to
the extent of any insurance proceeds which may be paid, by reason of
inconvenience, annoyance, or injury to business, arising from the necessity of
repairing the Premises or the portion of the building of which they are a part,
however the necessity may occur.

          24.01 CONDEMNATION. Tenant agrees if the said Premises, or any part
thereof, shall be taken or condemned for public or quasi-public use or purpose
by any competent authority, Tenant shall have no claim against the Landlord and
shall not have any claim or right to any portion of the amount that may be
awarded as damages or paid as a result of any such condemnation; and all right
of Tenant to damages therefor, if any, are hereby assigned by the Tenant to the
Landlord. If all or a substantial part of the Premises shall be so condemned or
taken, the term of this Lease shall cease and terminate from the date of such
governmental taking or condemnation, and the Tenant shall have no claim against
the Landlord for the value of any unexpired term of this Lease. If any part of
the building or Project, other than the Premises, shall be so condemned or
taken, Landlord may, at its sole option, terminate this Lease upon sixty (60)
days written notice to Tenant of such termination. In no event shall the
Landlord be liable to the Tenant for any business interruption, diminution in
use of for the value of any unexpired term of this Lease.

          25.01 TENANT HOLDOVER. Tenant agrees that if Tenant does not surrender
to Landlord said Premises at the end of the term of this Lease, or upon any
cancellation of the Term of this Lease, without prior written consent of
Landlord, such holdover tenancy shall be a tenancy at sufferance, and Tenant
shall pay to Landlord all damages that Landlord may suffer on account of
Tenant's failure to surrender possession of said Premises, and will indemnify
Landlord on account of delay of Landlord in delivering possession of said
Premises to another tenant. Unless Tenant's failure to surrender the Premises is
consented to in writing by the Landlord, the Rent during any holdover period
shall be double the then current Rent as provided by this Lease for the period
immediately preceding the expiration of the Term. The acceptance of such Rent
shall not be deemed to be consent to such continued occupancy nor shall it be
deemed a waiver of any rights of the Landlord as set forth herein, at law or in
equity.

           26.01 POSSESSION. If Landlord shall be unable to give possession of
the Premises on the Commencement Date by reason of the holding over or retention
of possession of any Tenant or occupancy, or for any other reason, Landlord
shall not be subject to any liability for the failure to give possession on said
date. Under such circumstances the Rent reserved and convenanted to be paid
herein shall commence on the date which the Tenant is given possession of the
Premises by the Landlord. No such failure to give possession on the Commencement
Date shall in any other respect affect the validity of this Lease or the
obligations of Tenant

                                      -12-
<PAGE>

hereunder, nor shall same be construed in any wise to extend the Term of this
Lease.

          27.01 TENANT PLANS. The Landlord and Tenant shall agree upon a space
plan, for that portion of the Premises as shown on EXHIBIT A as the area of
construction, which said space plan shall indicate the general layout of the
Premises, selection of building standard materials and other requirements of the
Tenant. Landlord shall thereafter prepare and furnish to Tenant, plans for its
partitioning, mechanical, electric, telephone and all other requirements (the
"WORKING DRAWINGS") and in accordance with Building Standard Materials and
Specifications as described in EXHIBIT "E" attached hereto, WITHIN THIRTY (30)
DAYS after agreement on the space plan. Within five (5) business days after
Landlord's submission of Working Drawings, the Tenant shall approve same in
writing. In the event Tenant fails to (i) comply with either of the aforesaid by
the date stated or within the time specified, or (ii) in the event Working
Drawings specify any non-Building Standard Materials, or (iii) any work to be
performed by Tenant's contractors causes delays in completing the Premises for
Tenant's occupancy, or (iv) the Tenant in any other way causes any delay in
completing the Premises, such delay shall not in any manner affect the
Commencement Date of this Lease or the Tenant's liability for the payment of
Rent from such Commencement Date.

          28.01 OFFSET STATEMENT. At anytime during the Term or any Renewal Term
of this Lease and within ten (10) days after Landlord's request, Tenant shall
execute in recordable form and deliver a declaration to any person designated by
Landlord (a) ratifying this Lease (b) stating the commencement and termination
dates of this Lease; and (c) certifying (i) that this Lease is in full force and
effect and has not been assigned, modified, supplemented or amended (except by
such writing as shall be stated), (ii) that all conditions under this Lease to
be performed by Landlord have been satisfied (stating exceptions, if any), (iii)
no defenses or offsets against the enforcement of this Lease by Landlord exist
(or, if any, stating those claimed), (iv) advance rent, if any, paid by Tenant,
(v) the date to which Rent has been paid, (vi) the amount of security deposited
with Landlord, and such other information as Landlord reasonably requires.
Persons receiving such statements shall be entitled to rely upon them.

          29.01 ATTORNMENT. Tenant shall, in the event of a sale or assignment
of Landlord's interest in the Premises or the Project or any part thereof, or if
the Premises or the Project or any part thereof, comes into the hands of a
mortgagee, ground lessor or any other person, attorn to the purchaser or such
mortgagee or other person and recognize the same as Landlord hereunder. At
Landlord's request, Tenant shall execute, within ten (10) days, any attornment
agreement required to be executed, containing such provisions as are required.

          30.01 FAILURE TO EXECUTE Instruments. Tenant's failure to execute
instruments or certificates provided for in this Lease within ten (10) days
after the mailing by Landlord of a written request for their execution shall be
a default under this Lease.

          31.01 COUNTERCLAIM. If Landlord commences any proceedings for
non-payment of Rent, minimum rent, percentage rent or Additional Rent, Tenant
will not interpose any counterclaim of any nature or description in such
proceedings. This shall not, however, be construed as a waiver of Tenant's right
to assert such claims in a separate action brought by Tenant. The covenants to
pay Rent and other amounts hereunder are independent covenants, and Tenant shall
have no right to hold back, offset, or fail to pay any such amounts for default
by Landlord or any other reason whatsoever.

          32.01 WAIVER OF JURY TRIAL. The parties hereto shall and they hereby
do waive trial by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other on any matters whatsoever arising
out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises,

                                      -13-

<PAGE>

and/or claim of injury or damage.

          33.01 WAIVER OF RIGHTS OF REDEMPTION. To the extent permitted by law,
Tenant waives any and all rights of redemption granted by or under any present
or future laws if Tenant is evicted or dispossessed for any cause, or if
Landlord obtains possession of the Premises due to Tenant's default hereunder of
otherwise.

          34.01 TAXES ON LEASEHOLD. Tenant shall be responsible for and shall
pay before delinquent all municipal, county, federal, or state taxes coming due
during or after the terms of this Lease against any leasehold interest or
personal property of any kind owned or placed in, or about the Premises by
Tenant.

          35.01 LIENS. Tenant will not knowingly permit or suffer any lien
attributable to Tenant or its agents or employees to attach to the Premises or
the Project and nothing contained herein shall be deemed to imply any agreement
of Landlord to subject Landlord's interest or estate to any mechanics' lien or
any other lien. If any mechanics' lien is filed against the Premises or the
Project as a result of additions, alterations repairs, installations or
improvements made or claimed to have been made by Tenant or anyone holding any
part of the Premises through or under Tenant, or any other work or act of any of
the foregoing, Tenant shall discharge the same within ten (10) days from the
filing thereof. If Tenant fails to so discharge by payment, bond or court order
any such mechanics' lien, Landlord, at its option, in addition to all other
rights or remedies herein provided, may bond said lien or claim (or pay off said
lien or claim if it cannot be bonded) for the account of Tenant without
inquiring into the validity thereof, and all sums so advanced by Landlord shall
be paid by Tenant to Landlord as Additional Rent on demand.

          36.01 PRONOUNS. Feminine or neuter pronouns shall be substituted for
those of the masculine form, and the plural shall be substituted for the
singular number in any place or places herein in which the context may require
such substitution or substitutions. The Landlord herein for convenience has been
referred to in neuter form.

          37.01 NOTICES. All notices required or desired to be given hereunder
by either party to the other shall be given by certified or registered mail
postage prepaid, return receipt requested. Notice to the respective parties
shall be addressed as follows:

                          Landlord:      FIRST UNION NATIONAL BANK OF FLORIDA
                                         C/O FAISON ASSOCIATES
                                         12800 UNIVERSITY DRIVE, SUITE 420
                                         FT. MYERS, FLORIDA 33907
                                         (941) 437-0555 FAX (941) 437-2760

                          w/copy to:     FIRST UNION NATIONAL BANK OF FLORIDA
                                         CORPORATE REAL ESTATE
                                         ATTENTION: PROPERTY MANAGER
                                         225 WATER STREET, 4TH FLOOR
                                         JACKSONVILLE, FL 31202
                                         (904) 361-3273 FAX (904) 361-3030

                          Tenant:        NEOMEDIA TECHNOLOGIES, INC.
                                         2201 2ND AVENUE, SUITE 600
                                         FT. MYERS, FLORIDA  33901
                                         ATTN.: CHUCK JENSEN

Either party may, by written notice, designate a new address to which such
notices shall be

                                      -14-

<PAGE>

directed.

          38.01 RELOCATION. (Intentionally omitted)

          39.01 TENANT IMPROVEMENTS. The Premises are being provided by the
Landlord in their current as-is condition together with, but not necessarily
limited to, all existing demising and interior partitions, doors, frames and
hardware, ceilings, electrical fixtures and distribution wiring, HVAC
distribution systems and controls, sprinkler systems, fire alarm systems and
controls exit lighting, interior finishes, built-in millwork, and any and all
other improvements located therein. The Landlord shall provide the Tenant with
all necessary Working Drawings, permits, demolition, general, mechanical,
electrical and plumbing construction and interior finishes (the "TENANT
IMPROVEMENTS") to construct, modify, alter or otherwise improve and prepare that
portion of the Premises shown on EXHIBIT A as the area of construction in
accordance with the final Working Drawings as described in PARAGRAPH 27.01,
provided however the Landlord's obligation for the cost of said Tenant
Improvements shall not exceed SIXTY THREE THOUSAND SIX HUNDRED NINETY AND 00/100
dollars ($63,690.00) (the "TENANT IMPROVEMENT ALLOWANCE"). The cost of the
Tenant Improvements shall be determined by the Landlord after mutual agreement
by the Landlord and the Tenant of the Working Drawings and prior to the
commencement of any work or construction by the Landlord. In the event the cost
of the Tenant Improvements exceed the Landlord's obligation as herein described,
or in the event the actual cost to construct the Tenant Improvements exceed the
Landlord's obligation due to changes requested by the Tenant to the final
Working Drawings, then, in such event, the Tenant shall be responsible for the
additional cost in excess of the Landlord's obligation and shall reimburse the
Landlord for such excess immediately upon completion of the Tenant Improvements.
Any excess cost due from the Tenant shall be considered as Additional Rent and
shall be due and payable upon the first installment of Rent and subject to all
provisions, terms and conditions of Rent and Additional Rent as herein provided.
In the event the cost of Tenant Improvements exceeds the Landlord's obligation
and the Tenant disputes the Landlord's cost estimate of the Tenant Improvements,
or refuses to pay the excess cost, or requires the Landlord to redesign, modify,
or otherwise change the final Working Drawings in an effort to reduce cost, or
requests the Landlord to obtain additional cost estimates of the Tenant
Improvements, the Landlord may do so, however, such redesigning, modifications
or changes shall be considered a delay to the Landlord as provided in SECTION
27.01 and the Commencement Date of the Term of this Lease shall not be delayed
by such action. Notwithstanding anything to the contrary contained herein this
PARAGRAPH 39.01, in the event the cost of the Tenant Improvements exceeds NINETY
THOUSAND AND 00/100 DOLLARS ($90,000.00), the Landlord shall increase the Tenant
Improvement Allowance up to a maximum increase of TEN THOUSAND AND 00/100
DOLLARS ($10,000.00) and such increase amount shall be amortized over the term
of this Lease at an annual rate of 9.5% and the monthly amortized amount shall
be added to the monthly Rent amounts stipulated in PARAGRAPH 53.01-1, however in
no event shall the Landlord's total contribution towards the cost of Tenant
Improvements exceed SEVENTY THREE THOUSAND SIX HUNDRED NINETY AND 00/100 DOLLARS
($73,690.00)

          40.01 PARKING. Parking shall be provided on the surface parking lot(s)
contiguous to the Building. Tenant shall be entitled to TWENTY-TWO (22) parking
spaces on the surface parking lot(s) in common with other tenants of the Project
at no charge. Additionally, from and after February 1, 1997, Tenant shall have
the option, but not the obligation, to request from Landlord additional parking
spaces (the "ADDITIONAL SPACES") be provided for Tenant's use. Tenant's option
for the Additional Spaces as herein provided is subject to, (i) Tenant's option
for Additional Spaces shall be limited to a maximum of EIGHTEEN (18) spaces,
(ii) Tenant may request all, or any part of the Additional Spaces, by providing
Landlord with not less than FORTY-FIVE (45) days advance notice of the number of
Additional Spaces to be reserved by Tenant and the effective date of such
reservation, which such reservation shall

                                      -15-

<PAGE>

commence upon the effective date and continue throughout the remaining term of
this Lease, (iii) Tenant shall pay Landlord monthly, in advance, from and after
the effective reservation date for Additional Spaces, FIFTEEN AND 00/100 DOLLARS
($15.00) for each Additional Space reserved, plus applicable sales tax. Said
payments shall for all purposes of this Lease, be considered Additional Rent and
subject to all terms, conditions and covenants herein provided in this Lease,
(iv) Until such time as Tenant's reservation of Additional Spaces reaches the
maximum herein provided, Tenant shall have the ongoing right throughout the term
of this Lease to increase the number of spaces reserved until such maximum is
reached by providing Landlord with FORTY-FIVE (45) days advance written notice
of such increase and effective date of same. The Tenants use of parking as
herein provided through its employees, agents and visitors shall not exceed the
restrictions herein provided. Any violation thereof shall, at the option of
Landlord, constitute a default under the terms of this Lease. Tenant further
covenants and agrees to not assign, sublease or otherwise permit the use of the
parking provided herein by anyone other than employees of Tenant, it's
officers and directors and any violation thereof shall constitute a default
hereunder. The Landlord assumes no liability or responsibility whatsoever with
respect to the Tenant's use of parking and Landlord shall not be liable for any
theft, accident or injury, to any person, persons or property in or about the
parking lot(s) from any cause and Tenant agrees to hold the Landlord, it's
officers, directors, employees, assignees and agents harmless from and against
all such claims.

          41.01 GOVERNING LAW. This Lease shall be construed under the laws of
the State of Florida.

          42.01 BENEFIT AND BURDEN. Except as otherwise expressly set forth in
this Lease, the covenants, conditions, agreements, terms and provisions herein
contained shall be binding upon, and shall inure to be benefit of, the parties
hereto and their respective personal representatives, successors and assigns.
Nor rights, however, shall inure to the benefit of any assignee or sublessee of
Tenant unless the assignment or sublease has been approved by Landlord in
writing as provided in PARAGRAPH 8 above.

          43.01 ACCORD AND SATISFACTION. Landlord is entitled to accept,
receive, and cash or deposit any payment made by Tenant for any reason or
purpose or in any amount whatsoever, and apply the same at Landlord's option to
any obligation of Tenant and the same shall not constitute payment of any amount
owed except that to which Landlord has applied the same. No endorsement or
statement or any check or letter of Tenant shall be deemed an accord and
satisfaction or otherwise recognized for any purpose whatsoever. The acceptance
of any such check or payment shall be without prejudice to Landlord's right to
recover any and all amounts owed by Tenant hereunder and Landlord's right to
pursue any other available remedy. Payment of any amounts by Tenant shall not
waive any other cause of action which Tenant may have.

          44.01 CAPTIONS AND SECTION NUMBERS. This Lease shall be construed
without reference to titles of paragraphs which are inserted only for
convenience of reference.

          45.01 PARTIAL INVALIDITY. If any provision 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
provisions to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby and each provision of
this Lease shall be valid and enforceable to the fullest extent permitted by
law.

          46.01 EXHIBITS. Exhibits made a part of this Lease and incorporated
here by reference include the following:

                    A -    Floor Plan

                                  -16-
<PAGE>

                    A-1 -  Right of First Refusal Space
                    B -    Rules and Regulations
                    C -    Guaranty (Intentionally omitted)
                    D -    Tenant Acceptance Letter
                    E -    Building Standard Materials and Specifications

          47.01 QUIET ENJOYMENT. As long as Tenant fully complies with the
terms, conditions and covenants of this Lease, Landlord agrees that Tenant shall
and may peaceably have, hold and enjoy the Premises without hindrance or
molestation by Landlord.

          48.01 ENTIRE AGREEMENT. There are no representations, covenants,
warranties, promises, agreements, conditions or undertakings, oral or written,
between Landlord and Tenant other than 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 in writing and signed
by them.

          49.01 TIME OF ESSENCE. It is understood and agreed between the parties
hereto that time is of the essence of all the terms, provisions, covenants and
conditions of this Lease.

          50.01 EFFECTIVE DATE. Submission of this instrument for examination
does not constitute an offer, right of first refusal, reservation of or option
for the Premises or any other space or premises in, on or about the building or
Project. This instrument becomes effective as a Lease upon execution and
delivery by both Landlord and Tenant.

          51.01 RADON GAS. 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.

          52.01 BROKERS. Tenant and Landlord each warrant that it has not dealt
with any broker other than FAISON ASSOCIATES AND SHAFFER & ASSOCIATES, INC. in
connection with the Premises or the negotiation of this Lease. Only commissions
due to FAISON ASSOCIATES AND SHAFFER & ASSOCIATES, INC. shall be paid by the
Landlord in connection with this Lease. Tenant and Landlord each agree to
indemnify and save harmless the other from and against all loss, costs, damages,
claims, proceedings, demands, liabilities or expenses, including without
limitation reasonable attorneys' fees and litigation costs, incurred by the
other for any claim by any other broker with whom such party has dealt regarding
this Lease.

          53.01 SPECIAL CLAUSES.

                1. RENTALS:

                MONTHS    RATE/RSF    MONTHLY          TOTAL         CUM TOTAL
                ------    --------    -------          -----         ---------

                1-2         $0.00         $0.00           $0.00           $0.00
                3-4        $13.50     $4,822.20       $9,644.40       $9,644.40
                5-12       $13.50    $11,941.88      $95,535.04     $105,179.44
                13-24      $13.90    $12,295.71     $147,548.52     $252,727.96
                25-36      $14.30    $12,649.54     $151,794.48     $404,522.44
                37-38      $16.50    $44,595.63     $ 29,191.26     $433,713.70

               * Plus applicable taxes as may be imposed on rents.

                                      -17-

<PAGE>

                RENTAL RATES DO NOT INCLUDE APPLICABLE OPERATING EXPENSE PASS
                THROUGH EXPENSES OVER THE TERM OF THE LEASE.

                2. RENT FOR RENEWAL TERMS: The monthly Base Rent for each
                Renewal term, as provided in PARAGRAPH 4.05, shall be the same
                monthly Base Rent as the monthly Base Rent during the
                thirty-eighth month of the Lease term as shown in PARAGRAPH
                53.01-1.

IN WITNESS WHEREOF, this Lease is executed as of the date first written above.


AS TO THE LANDLORD:

WITNESS:                      FIRST UNION BANK OF FLORIDA


/s/ MARETTA L. RADFORD        By:/s/ ILLEGIBLE
-----------------------       -----------------------

/s/ ILLEGIBLE                 As:   SVP
-----------------------





AS TO THE TENANT:

WITNESS:                      NEOMEDIA TECHNOLOGIES, INC.


/s/ DAVID CARLETON HALL       By: /s/ CHARLES T. JENSEN
-----------------------           ----------------------

/s/ STEVEN ACOSTA             As: VP, TREASURER, C.F.O.
-----------------------           ----------------------



Where Tenant is a corporation, this Lease shall be signed by a President or Vice
President and Secretary or Assistant Secretary of Tenant. Any other signatories
shall require a certified corporate resolution.

                                      -18-

<PAGE>


                                   EXHIBIT "A"

                                   FLOOR PLAN


     Exhibit A presents a diagram of the sixth floor of the First Union 
building. This diagram notes which space is "as-is premises" totaling 4,286
square feet and which space is "area of construction" totaling 6,329 square
feet.

                                      -19-

<PAGE>


                                 EXHIBIT "A-1"

                          RIGHT OF FIRST REFUSAL SPACE


     Exhibit A-1 presents a diagram of the fourth floor of the First Union
building. This diagram notes which space is "right of first refusal space"
totaling 5,597 square feet.

                                      -20-

<PAGE>

                                   EXHIBIT "B"
                         BUILDING RULES AND REGULATIONS

     1. The sidewalks, entries, passages, court corridors, stairways and
elevators shall not be obstructed by any of the Tenants, their employees or
agents, or used by them for purposes other than ingress and egress to and from
their respective suites.

     2. All safes or other heavy articles shall be carried up or into the
Premises only at such times and in such manner as shall be prescribed by the
Landlord and the Landlord shall in all cases have the right to specify that
property weight and position of any such safe or other heavy article. Any damage
done to the Building by taking in or removing any safe or from overloading any
floor in any way shall be paid by the Tenant. Defacing or injuring in any way
any part of the Building by the Tenant, his agents or employees, shall be paid
for by the Tenant.

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

     4. No sign, advertisement or notice shall be inscribed, appointed or
affixed on any part of the inside or outside of the said Building unless of such
color, size, and style and in such place upon or in said building as shall first
be designated by Landlord; there shall be no obligation or duty on Landlord to
allow any sign, advertisement or notice to be inscribed, painted or affixed on
any part of the inside or outside of said Building, except as specifically set
forth in the Lease of Tenant. Signs on doors will be painted for the Tenant by a
sign writer approved by Landlord, the cost of the painting to be paid by the
Tenant. A directory in a conspicuous place, with the names of the Tenants, will
be provided by the Landlord; any necessary revision in this will be made by
Landlord within a reasonable time after notice from the Tenant of the error or
change making the revision necessary. No furniture shall be placed in front of
the Building or in any lobby or corridor without written consent of Landlord.
Landlord shall have the right to remove all other signs and furniture, without
notice to Tenant at the expense of Tenant.

     5. Tenant shall have the nonexclusive use in common with the Landlord,
other tenants, their guests and invitees, of the uncovered automobile parking
areas, driveways and footways, subject to reasonable rules and regulations for
the user thereof as prescribed from time to time by Landlord. Landlord shall
have the right to designate parking areas for the use of the Building tenants
and their employees, and the tenants and their employees shall not park in
parking areas not so designated. Tenant agrees that upon written notice from
Landlord, it will furnish to Landlord, within thirty (30) days from receipt of
such notice, the state automobile license numbers assigned to the automobiles of
the Tenant and its employees.

     6. No Tenant shall do or permit anything to be done in said Premises, or
bring to keep anything therein, which will in any way increase the rate of fire
insurance on said Building, or on property kept therein, or obstruct or
interfere with the rights of other Tenants, or in any way injure or or annoy 
them, or conflict with the laws relating to fire, or with any regulations of
the fire department, or with any insurance policy upon said Building or any
part thereof, or conflict with any rules or ordinances of any governing bodies.

     7. The janitor of the Building may at all times keep a pass key to suite
entry doors,

                                      -21-
   


<PAGE>


                             EXHIBIT "B" (CONTINUED)

and he and other employees of the Landlord shall at all times be allowed
admittance to said leased Premises.

     8. No additional locks shall be placed upon any public entry doors without
the written consent of the Landlord. All necessary keys shall be furnished by
the Landlord, and the same shall be surrendered upon the termination of this
Lease, and the Tenant shall then give the Landlord or his agents explanation of
the combination of all locks upon the doors of vaults.

     9. No windows or other openings that reflect or admit light into the
corridors or passageways, or to any other place in said Building, shall be
covered or obstructed by any of the Tenants.

     10. The water closets and other water fixtures shall not be used for any
purpose other than those for which they were constructed, and any damage
resulting to them from misuse, or the defacing or injury of any part of the
Building, shall be borne by the person who shall occasion it.

     11. No person shall disturb the occupants of the Building by the use of any
musical instruments, the making of unseemly noises, of any unreasonable use. No
dogs or other animals or pets of any kind will be allowed in the Building.

     12. No bicycles or similar vehicles will be allowed in the Building.

     13. Nothing shall be thrown out the windows of the Building or down the
stairways or other passages.

     14. Tenant shall not be permitted to use or to keep in the Building any
kerosene, camphene, burning fluid or other flammable materials.

     15. If any Tenant desires telegraphic, telephonic or other electric
connections, Landlord or its agents will direct the electricians as to where and
how the wires may be introduced, and without such directions no boring or
cutting for wires will be permitted.

     16. If Tenant desires shades or awnings, they must be of such shape, color,
materials and make as shall be prescribed by Landlord and any outside awning
proposed may be prohibited by Landlord. Landlord or its agents shall have the
right to enter the Premises to examine the same or to make such repairs,
alterations or additions as Landlord shall deem necessary for the safety,
preservation or improvement of the Building, and during the three (3) month
period prior to termination of the Lease, the Landlord or its agents may show
said Premises and may place on the windows or doors thereof, or upon the
bulletin board a notice "For Rent".

     17. No portion of the Building shall be used for the purpose of lodging
rooms or for any immoral or unlawful purposes.

     18. All glass, locks and trimmings in or about the doors and windows and
all electric fixtures belonging to the Building shall be kept whole, and
whenever broken by anyone shall be immediately replaced or repaired and put in
order by Tenant under the direction and to the satisfaction of Landlord, and on
removal shall be left whole and in good repair.

     19. Tenant shall not install or authorize the installation of any vending
machines or food preparation devices without Landlord's written approval.

                                      -22-

<PAGE>

                                   EXHIBIT "D"
                            TENANT ACCEPTANCE LETTER

This declaration is hereby attached to and made a part of the lease dated _____
___________ 19___ entered into by and between First Union National Bank of
Florida, as Landlord and NeoMedia Technologies, Inc., as Tenant.

     The undersigned, as Tenant, hereby confirms as of the _____ day of
____________, 19____, the following:

     1. Tenant has accepted possession of the Premises on _________19 _____ and
        is currently occupying the same.

     2. The Commencement Date and Expiration Date, as each is defined in the
        Lease, are as follows:

        /bullet/ Commencement:                _____________________
        /bullet/ Expiration Date:             _____________________

     3. The obligation to commence the payment of rent commenced or will
        commence on _____________ 19____.

     4. All alterations and improvements to be performed by Landlord have been
        completed in accordance with the provisions of the Lease.

     5. As of the date hereof, Landlord has fulfilled all of its obligations
        under the Lease.

     6. The Lease is in full force and effect and has not been modified,
        altered, or amended, except pursuant to any instruments described above.

     7. There are no offsets or credits against Base Rent or Additional Rent,
        nor has any Base Rent or Additional Rent been prepaid except a provided
        pursuant to the terms of the Lease.

     8. Tenant has no notice of any prior assignment, hypothecation, or pledge
        of the Lease or any rents due under the Lease.


AS TO LANDLORD:
WITNESS:                                FIRST UNION NATIONAL BANK OF FLORIDA

______________________                  BY: ________________________________

______________________                  AS: 

AS TO TENANT: 
WITNESS:                                NEOMEDIA TECHNOLOGIES, INC.

______________________                  BY: ________________________________

______________________                  AS: 

                                      -23-


<PAGE>


                                   EXHIBIT "E"

                 BUILDING STANDARD MATERIALS AND SPECIFICATIONS

        I. Building Standard Materials and Specifications

           The following materials, specifications and guidelines shall be used
           by the Landlord for the purposes of maintaining uniformity within the
           Building, providing cost effective materials and finishes and for
           selection of finish materials by the Tenant.

           1. DEMISING PARTITIONS - (party walls) One-hour fire rated partition
              to deck, taped and spackled ready for paint.

           2. INTERIOR WALLS - 2 1/2" metal studs, 24" o.c. with 1/2" drywall
              both sides, to ceiling, taped and spackled, ready for paint.

           3. ENTRY DOORS - Existing doors and hardware or equivalent.

           4. INTERIOR DOORS - Existing doors and hardware or equivalent.
              Guideline of one (1) interior door for each 250 square feet of
              useable area.

           5. CEILING ASSEMBLY - Existing ceiling system to remain or new
              acoustical panel tile 2'0" x 4'0" with white exposed metal grid.

           6. LIGHTING - Existing light FIXTURES to remain and be relocated as
              required by space plan. When new ceilings and/or light fixtures
              are required, fixtures to be recessed 2'0" x 4'0" fluorescent
              lighting per specifications below. Guideline of one (1) fixture
              per 100 square feet of useable area.

              a.  All fluorescent fixtures shall be energy efficient using
                  Octron F032/41K, F025/41K or F017/41K or Landlord's approved
                  equal. Where U-shaped lamps are used, lamps shall be Octron
                  FBO31/41K or Landlord's approved equal.

           7.  FLOORING - Building standard twenty-six (26) ounce direct glue
               down carpeting in one style and one color provided throughout
               Tenant area plus vinyl base molding trim. Vinyl tile in special
               purpose areas.

           8.  WALL SURFACE - Two (2) coats of flat latex water base paint
               selected from building standard colors. Maximum of two (2) colors
               per Tenant suite as required for building standard partitions.

           9.  ELECTRICAL - Electrical distribution as per code and space plan.
               Existing to be reused where possible. Guideline of one duplex
               receptacle per each 100 square feet of useable area.

           10. TELEPHONE- Per space plan. Guideline of one(l) telephone outlet
               per 250 square feet of useable area.

           11. SIGNAGE - One (1) building standard Tenant identification sign
               installed on corridor wall next to Tenant entry door, and one (1)
               building standard Tenant I.D. sign on Master Directory in the
               main lobby of Building.

                                      -24-

<PAGE>

                             EXHIBIT "E" (CONTINUED)

           12. HEATING, VENTILATING AND AIR CONDITIONING - Existing Building air
               conditioning system and equipment to be used providing a minimum
               of one (1) ton of cooling capacity per 250 square feet of useable
               area. Existing system distribution duct work, grilles and
               diffusers, vav boxes and controls to be reused, relocated and
               modified as required for space plan.

           13. WINDOW COVERING - Building standard blinds on all exterior
               windows.

           14. SPACE PLANNING - Landlord will provide basic space plan and one
               major revision if necessary, conforming to the standard work
               described in section.

           15. WORKING DRAWINGS - Will be provided in accordance with the space
               plan approved by Tenant and Landlord. Drawings and specifications
               will be completed within prescribed city requirements for
               construction permits and completion of the premises for
               Certificate of Occupancy. Additions for changes to plans after
               approval by Landlord and Tenant will be handled by written orders
               at a cost of $100 per change plus the cost of the change.

           16. DEMOLITION- All demolition, removal, hauling and clean-up
               necessary to prepare the Premises for the construction of the
               Tenant Improvements.

           17. SPECIAL SYSTEMS/LIFE HEALTH SAFETY - Existing sprinkler systems,
               fire alarm systems and equipment, exit lighting, fire
               extinguishers and other special systems to be reused, relocated
               and/or modified per space plan and code requirements.

II.  General:

           1.  In accordance with the provisions of SECTION 27.01 AND 39.01, all
               work and materials described herein shall be provided by the
               Landlord, the cost of which shall be paid by the Landlord from
               the Tenant Allowance described in SECTION 39.01.

           2.  All Tenant work shall be installed in accordance with the terms
               of this Lease, all governing codes, laws, regulations and
               Landlord's design construction, and labor standards.

III. Specific Exclusions

           1.  All furnishings, decorating, and trade fixtures.
           2.  All storage shelving and other millwork.
           3.  Computer flooring, special systems and equipment, structural
               changes to Building, vaults, special enclosures and glass
               partitions and doors.
           4.  Security systems and wiring.
           5.  Special hardware and automatic door openers.
           6.  Tenant's equipment and office furniture, etc.
           7.  Special plumbing, HVAC, electrical work required for the
               installation of Tenant's equipment unless otherwise noted
               specifically herein.
           8.  Recessed and/or other special lighting fixtures.

                                      -25-