EXHIBIT 10.1.1


                       FIRST ADDENDUM TO LEASE AGREEMENT
                       ---------------------------------

         This First Addendum was entered into on the dates indicated below and
is effective October 6, 1999. This first addendum modifies the Lease Agreement
between Kyung Park and Bang Park ("Landlord") and MegaMedia Networks, Inc.
("Tenant") dated June 14, 1999 ("Lease").

         In consideration of the mutual covenants contained herein and other
valuable consideration, the parties agree to amend the Lease as provided herein.
The following numbered paragraphs refer to the same numbered paragraphs in the
Lease and said paragraphs remain in effect except to the extent specifically
modified.

         1.       (b) THE PREMISES. Tenant desires to lease the second and first
                  floors of the Building. Therefore, the Premises shall now
                  include the entire Building and grounds generally known as 57
                  West Pine Street, Orlando, Florida.

                  (c) READY FOR OCCUPANCY. The Premises are accepted by the
                  Tenant in "as is" condition without any obligation or
                  expectation of the Landlord.

                  (h) SECURITY DEPOSIT. The Security Deposit has been increased
                  from $5,000.00 to $12,000.00 with execution of this Addendum.

                  (m) USE OF PREMISES. The Premises may be used for any purpose
                  authorized under the existing zoning ordinances, subject to
                  the other provisions of the Lease.

                  (s) LIABILITY INSURANCE LIMITS. The amount of liability
                  insurance maintained by the Tenant shall be adjusted as
                  necessary based upon the use of the Premises from time to
                  time.

         4.1 BASE RENT. The Base Rent shall now be as provided below. No Base
Rent shall accrue or be charged for the first floor and second floor until
January 1, 2000. Base Rent shall continue on the third floor as provided in the
Lease until December 31, 1999. Thereafter the Base Rent for the Premises shall
be as follows:
<TABLE>
<CAPTION>
<S>     <C>                                                         <C>
          (a) January 1, 2000 through and including May 30, 2000    $11,140.00 per month
          (b) June 1, 2000 through and including May 30, 2001       $11,685.00 per month
          (c) June 1, 2001 through and including May 30, 2002       $12,230.00 per month
</TABLE>

         5.1 COMMON AREAS. Tenant shall have the exclusive use of the Common
Areas.

         5.2 MAINTENANCE: Tenant shall be responsible for all maintenance
expenses of the Building and Premises. As to the elevator and air conditioners,
the Landlord shall remain liable for major repairs or replacement of the air
conditioning or elevator system reasonably deemed other than normal maintenance
items. Notwithstanding the foregoing, the Tenant accepts the air conditioning
systems in "as is" condition and all additions or replacements shall become the
property of the Landlord. The Tenant shall maintain the maintenance contract for
the elevator.

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         5.3 ASSESSMENTS. There are no other pending expenses to be assessed to
the Tenant except as follows:

         Tenant's portion of the elevator maintenance contract, air conditioning
for the lobby and the Building hazard insurance premium, all are prorated as of
October 6, 1999. The parties have agreed that the amount due for these items is
$_______ which has been paid with execution of this agreement.

         7.3 RULES AND REGULATIONS. This paragraph is now not applicable and is
deleted.

         9.2 SIGN/DIRECTORY. Tenant shall have exclusive use of any directory
and is entitled to all signage rights and benefits subject to the provisions in
the Lease not in conflict with this exclusivity right.

         12.2 ARTICLES 12 AND 13. The public liability policy maintained by
Tenant shall be amended to note the additional space. Tenant agrees at all times
at it's expense to maintain in the name of the Landlord and any other parties
designated by Landlord, a hazard insurance policy with extended coverage, to the
extent of at least ninety (90%) percent of the full insurable value of the
Building. Such insurance shall be carried with companies reasonably satisfactory
to Landlord. Such insurance shall be non-cancelable except with thirty (30) days
prior written notice. The proceeds of such insurance shall be for use by
Landlord as provided in the Lease.

         16.2 REAL ESTATE TAXES. The parties agree that Tenant's proportionate
share of the real estate taxes for the third floor for 1999 shall be 36% of the
total bill for the Premises prorated for six months (i.e., 18%) and 64% of the
total bill for the Premises for 1999 for the first and second floors prorated
for three months (i.e., 16%) for a total liability of 34% of the entire tax
bill.

         MISCELLANEOUS. Tenant shall provide Landlord with copies of all blue
prints, plumbing plans and wiring schematics for the Premises as same are used
from time to time for the Premises.

         RATIFICATION. Except as specifically provided herein all provision of
the Lease Agreement between the parties not inconsistent herewith are ratified
and reaffirmed.

         IN WITNESS WHEREOF, the parties have caused this Lease to be executed
by their duly authorized officers the day and year first above written.

     AS TO LANDLORD:

/s/ Dwayne E. Smith                  /s/ Kyung Park
Print Name: Dwayne E. Smith          KYUNG PARK

/s/ A. J. Stanton, Jr.               /s/ Bank Park
Print Name: A. J. Stanton, Jr.       BANG PARK


AS TO TENANT:                        MEGAMEDIA NETWORK, INC.

/s/ Mark A. Dolan                    /s/ William A. Mobley
Print Name: Mark A. Dolan            WILLIAM A. MOBLEY


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/s/ A. J. Stanton, Jr.              (For the Corporation and Individually)
Print Name: A. J. Stanton, Jr.