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                                REAL ESTATE LEASE


This Lease Agreement (this "Lease") is made effective as of June 1, 1996, by and
between Walt Lovett, Doug and Lisa Roberson ("Landlord"), and Atlantic Network
Systems, Inc. ("Tenant"). The parties agree as follows:

PREMISES.  Landlord, in consideration of the lease payments provided in this
Lease, leases to Tenant a building with office space, warehouse and parking lot
(the "Premises") located at 8205 Brownleigh Drive, Raleigh, North Carolina
27612.

TERM.  The lease term will begin on June 1, 1996 and will terminate on May 3l,
2001.

LEASE PAYMENTS.  Tenant shall pay to Landlord monthly payments of $7,500.00 per
month, payable in advance on the tenth day of each month, for a total annual
lease payment of $90,000.00.  Lease payments shall be made to the Landlord at
103 Bordeaux Lane, Cary, North Carolina 27511, as may be changed from time to
time by Landlord.

NON-SUFFICIENT FUNDS.  Tenant shall be charged $20.00 for each check that is
returned to Landlord for lack of sufficient funds.

SECURITY DEPOSIT.  At the time of the signing of this Lease, Tenant shall pay to
Landlord, in trust, a security deposit of $7,500.00 to be held and disbursed for
Tenant damages to the Premises (if any) as provided by law.

POSSESSION.  Tenant shall be entitled to possession on the first day of the term
of this Lease, and shall yield possession to Landlord on the last day of the
term of this Lease, unless otherwise agreed by both parties in writing.

REMODELING OR STRUCTURAL IMPROVEMENTS.  Tenant shall have the obligation to
conduct any construction or remodeling (at Tenant's expense) that may be
required to use the Premises as specified above. Tenant may also construct such
fixtures on the Premises (at Tenant's expense) that appropriately facilitate its
use for such purposes.  Such construction shall be undertaken and such fixtures
may be erected only with the prior written consent of the Landlord which shall
not be unreasonably withheld.  At the end of the lease term, Tenant shall be
entitled to remove (or at the request of Landlord shall remove) such fixtures,
and shall restore the Premises to substantially the same condition of the
Premises at the commencement of this Lease.

MAINTENANCE.  Tenant shall have the responsibility to maintain the Premises in
good repair at all times.

ACCESS BY LANDLORD TO PREMISES.  Subject to Tenant's consent (which shall not be
unreasonably withheld), Landlord shall have the right to enter the Premises to
make inspections, provide necessary services, or show the unit to prospective
buyers, mortgagees, tenants or


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workers.  As provided by law, in the case of an emergency, Landlord may enter
the Premises without Tenant's consent.

UTILITIES AND SERVICES.  Tenant shall be responsible for all utilities and
services in connection with the Premises.

PROPERTY INSURANCE.  Landlord and Tenant shall each be responsible to maintain
appropriate insurance for their respective interests in the Premises and
property located on the Premises.

LIABILITY INSURANCE.  Tenant shall maintain liability insurance in a total
aggregate sum of at least $1,000,000.00.  Tenant shall deliver appropriate
evidence to Landlord as proof that adequate insurance is in force.  Landlord
shall have the right to require that the Landlord receive notice of any
termination of such insurance policies.

INDEMNITY REGARDING USE OF PREMISES  Tenant agrees to indemnify, hold harmless,
and defend Landlord from and against any and all losses, claims, liabilities,
and expenses, including reasonable attorney fees, if any, which Landlord may
suffer or incur in connection with Tenant's use or misuse of the Premises.

DANGEROUS MATERIALS.  Tenant shall not keep or have on the Premises any article
or thing of a dangerous, inflammable, or explosive character that might
substantially increase the danger of fire on the Premises, or that might be
considered hazardous by a responsible insurance company, unless the prior
written consent of Landlord is obtained and proof of adequate insurance
protection is provided by Tenant to Landlord.

TAXES.  Taxes attributable to the Premises or the use of the Premises shall be
allocated as follows:

     PERSONAL TAXES.  Tenant shall pay all personal taxes and any other charges
     which may be levied against the Premises and which are attributable to
     Tenant's use of the Premises.

DESTRUCTION OR CONDEMNATION OF PREMISES.  If the Premises are partially
destroyed in a manner that prevents the conducting of Tenant's use of the
Premises in a normal manner, and if the damage is reasonably repairable within
sixty days after the occurrence of the destruction, and if the cost of repair is
less than $50,000.00, Landlord shall repair the Premises and lease payments
shall abate during the period of the repair.  However, if the damage is not
repairable within sixty days, or if the cost of repair is $50,000.00 or more, or
if Landlord is prevented from repairing the damage by forces beyond Landlord's
control, or if the property is condemned, this Lease shall terminate upon twenty
days' written notice of such event or condition by either party.

MECHANICS LIENS.  Neither the Tenant nor anyone claiming through the Tenant
shall have the right to file mechanics liens or any other kind of lien on the
Premises and the filing of this Lease constitutes notice that such liens are
invalid. Further, Tenant agrees to (1) give actual


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advance notice to any contractors, subcontractors or suppliers of goods, labor,
or services that such liens will not be valid, and (2) take whatever additional
steps that are necessary in order to keep the premises free of all liens
resulting from constructions done by or for the Tenant.

DEFAULTS.  Tenant shall be in default of this Lease, if Tenant fails to fulfill
any lease obligation or term by which Tenant is bound.  Subject to any governing
provisions of law to the contrary, if Tenant fails to cure any financial
obligation within 30 days (or any other obligation within 60 days) after written
notice of such default is provided by Landlord to Tenant, Landlord may take
possession of the Premises without further notice, and without prejudicing
Landlord's rights to damages. In the alternative, Landlord may elect to cure any
default and the cost of such action shall be added to Tenant's financial
obligations under this Lease.  Tenant shall pay all costs, damages, and expenses
suffered by Landlord by reason of Tenant's defaults. all sums of money or
charges required to be paid by Tenant under this Lease shall be additional rent,
whether or not such sums or charges are designated as "additional rent."

ASSIGNABILITY/SUBLETTING.  Tenant may not assign or sublease any interest in the
Premises, nor effect a change in the majority ownership of the Tenant (from the
ownership existing at the inception of this lease), without the prior written
consent of Landlord, which shall not be unreasonably withheld.

NOTICE.  Notices under this Lease shall not be deemed valid unless given or
served in writing and forwarded by mail, postage prepaid, addressed as follows:

LANDLORD:

Name:     Walt Lovett, Doug and Lisa Roberson
Address:  103 Bordeaux Lane
          Cary, North Carolina 27511

TENANT:

Name:     Atlantic Network Systems, Inc.
Address:  8205 Brownleigh Drive
          Raleigh, North Carolina 27612

Such addresses may be changed from time to time by either party by providing
notice as set forth above.

ENTIRE AGREEMENT/AMENDMENT.  This Lease Agreement contains the entire agreement
of the parties and there are no other promises or conditions in any other
agreement whether oral or written.  This Lease may be modified or amended in
writing, if the writing is signed by the party obligated under the amendment.

SEVERABILITY.  If any portion of this Lease shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable.  If a court finds


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that any provision of this Lease is invalid or unenforceable, but that by
limiting such Provision, it would become valid and enforceable, then such
provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER.  The failure of either party to enforce any provisions of this Lease
shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of this
Lease.

CUMULATIVE RIGHTS.  The rights of the parties under this Lease are cumulative,
and shall not be construed as exclusive unless otherwise required by law.

GOVERNING LAW.  This Lease shall be construed in accordance with the laws of the
State of North Carolina.

SUBORDINATION OF LEASE.  This Lease is subordinate to any mortgage that now
exists, or may be given later by Landlord, with respect to the Premises.


LANDLORD:


/s/ Walt Lovett  Doug Roberson  Lisa Roberson
---------------------------------------------
Walt Lovett, Doug Roberson, Lisa Roberson



TENANT:

Atlantic Network Systems, Inc.


/s/ Douglas L. Roberson
---------------------------------------------
Douglas L. Roberson
President, ANS, Inc.


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