LANDLORD:               AMB INDUSTRIAL INCOME FUND, INC., a Maryland
                        corporation
                        c/o AMB Institutional Realty Advisors, Inc.
                        Sixty State Street, Suite 3700
                        Boston, Massachusetts 02109

TENANT:                 INTELLICELL CORP., a Delaware corporation
                        6929 Hayvenhurst Avenue
                        Van Nuys, California 91406

DATE OF EXECUTION:      July 18, 1997

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                             BEACON INDUSTRIAL PARK
                                INDUSTRIAL LEASE

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<PAGE>

                                  LEASE SUMMARY

            The following is a summary of basic lease provisions with respect to
the Lease. It is an integral part of the Lease, and terms defined or dollar
amounts specified in this Summary shall have the meanings or amounts as stated,
unless expanded upon in the text of the Lease and its Exhibits, which are
attached to and made a part of this Summary.

1.  Date of Lease Execution:              7/18, 1997

2.  "Landlord":                           AMB Industrial Income Fund., Inc.

3.  Landlord's Address:                   c/o AMB Institutional Realty Advisors,
                                          Inc. 
                                          Sixty State Street, Suite 3700
                                          Boston, Massachusetts 02109

                                          with a copy to:

                                          Codina Real Estate Management, Inc.
                                          8323 N.W. 12th Street, Suite 115
                                          Miami, Florida 33126
                                          Attention: Property Manager

4.  "Tenant":                             Intellicell Corp.

5.  Tenant's Address:                     6929 Hayvenhurst Avenue
                                          Van Nuys, California 91406

6.  "Guarantor":                          N/A

7.  Guarantor's Address:                  N/A

8.  Premises (section 1.1):               As shown on Exhibit "A"

9.  Building No.:                         3

10. Gross Rentable Area of
    Premises (section 1.1):               Approximately 12,800 rentable square
                                          feet (which includes approximately
                                          2,002 square feet of office space)

11. Gross Rentable Area of
    Building (section 2.3):               Approximately 73,600 rentable square
                                          feet

12. Tenant's Proportionate Share
    (section 2.3):                        17.4%

13. Permitted Use of
    Premises (section 3.1):               Commercial warehouse, with incidental
                                          office use

14. Term of Lease (section 1.1):          Five (5) years and two (2) months
                                          "Commencement Date": Date of
                                               Substantial Completion
                                          "Expiration Date": Five (5) years and
                                               two (2) months after the 
                                               Commencement Date

15. Option to Renew (Rider 1):            One (1) term of five (5) years

16. "Minimum Rent" (section 2.2):

                      ANNUAL MINIMUM RENT            MONTHLY PAYMENT
LEASE YEAR           RATE PER SQUARE FOOT           (PLUS SALES TAX)
----------           --------------------           ----------------

    1                        $6.55                     $6,986.67*

            * Notwithstanding the foregoing, Minimum Rent shall be abated for
the first sixty (60) days of the Term, commencing on the Commencement Date.

The annual Minimum Rent rate per square foot shall be increased on the first day
of the second (2nd) Lease Year and on the first day of each succeeding Lease
Year thereafter during the Term of the Lease by multiplying the annual Minimum
Rent rate per square foot then being paid by one hundred four (104%) percent per
annum.

                                       -i-
<PAGE>

17. Prepaid Rent:                         $7,440.80 (includes sales tax) (due
                                          upon execution of Lease; to be applied
                                          to first full month Minimum Rent is
                                          due)

18. Security Deposit (section 2.6):       $13,973.34 (excludes sales tax) (due
                                          upon execution of Lease)

19. Cost Pass-Throughs (section 2.3):     Operating Costs

20. Base Year (section 2.3):              1997

21. Comprehensive General
    Liability Insurance (section 6.1):    $2,000,000.00

22. No. of Parking Spaces:                Sixteen (16) unassigned spaces

23. Broker(s) (section 13.12):            Codina Bush Klein o Oncor
                                          International; ComReal of Miami, Inc.

                                      -ii-
<PAGE>

THIS LEASE (the "Lease"), dated the 18th day of July, 1997, is made between AMB
INDUSTRIAL INCOME FUND, INC., a Maryland corporation (the "Landlord"), and
INTELLICELL CORP., a Delaware corporation (the "Tenant").

                                ARTICLE I. TERM.

      1.1 Grant; Term. In consideration of the performance by Tenant of its
obligations under this Lease, Landlord leases to Tenant and Tenant leases from
Landlord, for the Term, the "Premises," which Premises are shown outlined on the
floor plan attached hereto and made a part hereof as Exhibit "A." The Premises
are located in that certain building in Beacon Industrial Park (the "Building"),
located in Dade County, Florida, as more particularly described in Exhibit "B,"
attached hereto and made a part hereof. The gross rentable area of the Premises
and Building are approximately as shown on the Lease Summary.

            The "Term" of the Lease is the period from the Commencement Date as
specified in the Lease Summary, through the Expiration Date, as specified in the
Lease Summary. If the Premises are ready for occupancy prior to the Commencement
Date, then Tenant shall take occupancy on such date and Tenant's obligations to
pay Minimum Rent and all other charges shall commence on such date. If Landlord
cannot deliver possession of the Premises to Tenant on the Commencement Date,
this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant
for any loss or damage resulting therefrom, but in that event, this Lease shall
in all ways remain in full force and effect except that Minimum Rent and other
charges shall be waived for the period between the Commencement Date and the
time when Landlord can deliver possession; provided, however, if delivery of
possession is delayed more than ninety (90) days past the scheduled Commencement
Date, Tenant may terminate this Lease upon fifteen (15) days' written notice to
Landlord, whereupon both parties shall be relieved of all further obligations
hereunder. Notwithstanding the foregoing, if delivery of possession is delayed
due to any act or omission of Tenant, then the Commencement Date shall be the
date Landlord would have delivered possession, but for Tenant's delay.

            Landlord shall have no construction or improvement obligations with
respect to the Premises unless expressly set forth in a work letter agreement,
which, if executed by Landlord and Tenant, shall be incorporated as an exhibit
to this Lease. Upon the expiration of five (5) business days following the
Commencement Date, the Premises shall be conclusively deemed to be accepted by
Tenant unless Tenant shall have given Landlord written notice of any contended
defects in the Premises.

                                ARTICLE II. RENT.

      2.1 Covenant to Pay. Tenant shall pay to Landlord all sums due hereunder
from time to time from the Commencement Date without prior demand, together with
all applicable Florida sales tax thereon; however, unless otherwise provided in
this Lease, payments other than Tenant's regular monthly payments of Minimum
Rent and Operating Costs shall be payable by Tenant to Landlord within five (5)
days following demand. All rent or other charges that are required to be paid by
Tenant to Landlord shall be payable at Landlord's address indicated on the Lease
Summary. Minimum Rent and Additional Rent for any "Lease Year" consisting of
less than twelve (12) months shall be prorated on a per diem basis, based upon a
period of 365 days. "Lease Year" means the twelve (12) full calendar months
commencing on the Commencement Date. However, the final Lease Year may contain
less than twelve (12) months due to expiration or sooner termination of the
Term. Tenant agrees that its covenant to pay rent and all other sums under this
Lease is an independent covenant and that all such amounts are payable without
counterclaim, set-off, deduction, abatement, or reduction whatsoever, except as
expressly provided for in this Lease.

      2.2 Minimum Rent. Subject to any escalation which may be provided for in
this Lease, Tenant shall pay Minimum Rent for the Term in the initial amount
specified in the Lease Summary, which, except for the first installment, shall
be payable throughout the Term in equal monthly installments in advance on the
first day of each calendar month of each year of the Term, such monthly
installments to be in the amounts (subject to escalation) specified in the Lease
Summary. The first monthly installment of Minimum Rent shall be due on the date
of this Lease. The Minimum Rent described above shall be adjusted at the
beginning of the second and each succeeding Lease Year during the Term of this
Lease as provided in the Lease Summary.

      2.3 Operating Costs. Tenant shall pay to Landlord Tenant's proportionate
share of the amount by which the annual Operating Costs, as hereinafter defined,
for each calendar year exceed the Operating Costs incurred during the Base Year
specified in the Lease Summary. Such excess is referred to for purposes of this
Lease as the "Increased Operating Costs." Tenant's obligation to pay its
proportionate share of Increased Operating Costs shall commence as of the
beginning of the first full calendar year following the Base Year. The amount of
Increased Operating Costs payable to Landlord may be estimated by Landlord for
such period as Landlord determines from time to time (not to exceed twelve (12)
months), and Tenant agrees to pay to Landlord the amounts so estimated in equal
installments, in advance, on the first day of each month during such period.
Notwithstanding the foregoing, when bills for all or any portion of Increased
Operating Costs so estimated are actually received by Landlord, Landlord may
bill Tenant for Tenant's proportionate share thereof, less any amount previously
paid by Tenant to Landlord on account of such item(s) by way of estimated
Increased Operating Costs payments.

            Within a reasonable period of time after the end of the period for
which estimated payments have been made, Landlord shall submit to Tenant a
statement from Landlord setting forth the actual amounts payable by Tenant based
on actual costs. If the amount Tenant has paid based on estimates is less than
the amount due based on actual costs, Tenant shall pay such deficiency within
five (5) days after submission of such statement. If the amount paid by Tenant
is greater than the amount actually due, the excess may be retained by Landlord
to be credited and applied by Landlord to the next due installments of Tenant's
proportionate share of Increased Operating Costs, or as to the final Lease Year,
provided Tenant is not in default, Landlord will refund such excess to Tenant.
Tenant's proportionate share of actual Increased Operating Costs for the final
estimate period of the Term of this Lease shall be due and payable even though
it may not be finally calculated until after the expiration of the Term.
Accordingly, Landlord shall have the right to continue to hold Tenant's security
deposit following expiration of the Term until Tenant's share of actual
Increased Operating Costs has been paid.

            For purposes of this Lease, Tenant's proportionate share shall be a
fraction, the numerator of which is the gross rentable area of the Premises, and
the denominator of which is the gross rentable area of the Building. Tenant's
proportionate share is as set forth in the Lease Summary. The term "Operating
Costs" shall mean any amounts paid or payable whether by Landlord or by others
on behalf of Landlord, arising out of Landlord's maintenance, operation, repair,
replacement (if such replacement increases operating efficiency) and
administration of the Building and Common Areas, including, without limitation:
(i) the cost of all real estate, personal property and other ad valorem taxes,
and any other levies, charges, local improvement rates, and assessments
whatsoever assessed or charged against the Building and Common Areas, the
equipment and improvements therein contained, and including any amounts assessed
or charged in substitution for or in lieu of any such taxes, excluding only
income or capital gains taxes imposed upon Landlord, and including all costs
associated with the appeal of any assessment on taxes; (ii) the cost of
insurance which Landlord is obligated or permitted to obtain under this Lease
and any deductible amount applicable to any claim made by Landlord under such
insurance; (iii) the cost of security; (iv) the cost of landscaping; and (v) a
reasonable management fee.
<PAGE>

      2.4 Payment of Personal Property Taxes. Tenant shall pay, when due, all
taxes attributable to the personal property, trade fixtures, business,
occupancy, or sales of Tenant or any other occupant of the Premises and to the
use of the Building by Tenant or such other occupant.

      2.5 Rent Past Due. If any payment due from Tenant shall be overdue more
than five (5) days, a late charge of five (5%) percent of the delinquent sum may
be charged by Landlord. If any payment due from Tenant shall remain overdue for
more than fifteen (15) days, an additional late charge in an amount equal to the
lesser of the highest rate permitted by law or one and one-half (1 1/2%) percent
per month (eighteen (18%) percent per annum) of the delinquent amount may be
charged by Landlord, such charge to be computed for the entire period for which
the amount is overdue and which shall be in addition to and not in lieu of the
five (5%) percent late charge or any other remedy available to Landlord.

      2.6 Security Deposit. Landlord acknowledges receipt of a security deposit
in the amount specified on the Lease Summary to be held by Landlord, without any
liability for interest thereon, as security for the performance by Tenant of all
its obligations under this Lease. Landlord shall be entitled to commingle the
security deposit with Landlord's other funds. If Tenant defaults in any of its
obligations under this Lease, Landlord may at its option, but without prejudice
to any other rights which Landlord may have, apply all or part of the security
deposit to compensate Landlord for any loss, damage, or expense sustained by
Landlord as a result of such default. If all or any part of the security deposit
is so applied, Tenant shall restore the security deposit to its original amount
on demand of Landlord. Subject to the provisions of section 2.3, within thirty
(30) days following termination of this Lease, if Tenant is not then in default,
the security deposit will be returned by Landlord to Tenant

      2.7 Landlord's Lien. To secure the payment of all rent and other sums of
money due and to become due hereunder and the faithful performance of this Lease
by Tenant, Tenant hereby gives to Landlord an express contract lien and security
interest on all property now or hereafter acquired (including fixtures,
equipment, chattels, and merchandise) which may be placed in the Premises and
also upon all proceeds of any insurance which may accrue to Tenant by reason of
destruction of or damage to any such property. Such property shall not be
removed therefrom without the written consent of Landlord until all arrearages
in rental and other sums of money then due to Landlord hereunder shall first
have been paid. All exemption laws are hereby waived in favor of said lien and
security interest. This lien and security interest is given in addition to
Landlord's statutory lien and shall be cumulative thereto. Landlord shall, in
addition to all of its rights hereunder, also have all of the rights and
remedies of a secured party under the Uniform Commercial Code as adopted in the
State in which the Premises is located. To the extent permitted by law, this
Lease shall constitute a security agreement under Article 9 of the Florida
Uniform Commercial Code. Notwithstanding the foregoing, Landlord agrees to
subordinate its lien to a bona fide institutional lender providing acquisition
financing or lease financing for Tenant's furniture, fixtures, and equipment, so
that Landlord will have a second lien on such furniture, fixtures, and
equipment.

                          ARTICLE III. USE OF PREMISES.

      3.1 Permitted Use. The Premises shall be used and occupied only for the
use specified in the Lease Summary. Tenant shall carry on its business on the
premises in a reputable manner and shall not do, omit, permit, or suffer to be
done or exist upon the Premises anything which shall result in a nuisance,
hazard, or bring about a breach of any provision of this Lease or any applicable
municipal or other governmental law or regulation. Tenant shall observe all
reasonable rules and regulations established by Landlord from time to time for
the Building. The rules and regulations in effect as of the date hereof are
attached to and made a part of this Lease as Exhibit "C." The names for the
Building and the business park of which the Building is a part, which Landlord
may from time to time adopt, and every name or mark adopted by Landlord in
connection with the Building shall be used by Tenant only in association with
the business carried on in the Premises during the Term and Tenant's use thereof
shall be subject to such reasonable regulation as Landlord may from time to time
impose.

      3.2 Compliance with Laws. The Premises shall be used and occupied in a
safe, careful, and proper manner so as not to contravene any present or future
governmental or quasigovernmental laws, regulations, or orders, or the
requirements of Landlord's or Tenant's insurers. If due to Tenant's use of the
Premises, repairs, improvements, or alterations are necessary to comply with any
of the foregoing, Tenant shall pay the entire cost thereof.

      3.3 Signs. Except with the prior written consent of Landlord, Tenant shall
not erect install, display, inscribe, paint, or affix any signs, lettering, or
advertising medium upon or above any exterior portion of the Premises. Any
exterior signage shall be installed at Tenant's expense, and such signage shall
comply with Landlord's sign criteria as adopted from time to time. The design
and specification of such signage (including camera-ready artwork) shall be
submitted for Landlord's prior written approval.

      3.4 Environmental Provisions. Tenant warrants and represents that it will
not use or employ Landlord's and/or the Building property, facilities,
equipment, or services to handle, transport, store, treat, or dispose of any
hazardous waste or hazardous substance, whether or not it was generated or
produced on the Premises; and, Tenant further warrants and represents that any
activity on or relating to the Premises shall be conducted in full compliance
with all applicable environmental laws. In addition, Landlord reserves the right
to cause the Premises to be periodically inspected (but not more than one (1)
time per calendar quarter) by a reputable environmental consulting firm. The
cost of such inspections, as well as the cost to comply with such consultant's
recommendations, shall be borne by Tenant. Tenant agrees to defend, indemnify,
and hold harmless Landlord against any and all claims, costs, expenses, damages,
liability, and the like, which Landlord may hereafter be liable for, suffer,
incur, or pay arising under any applicable environmental laws and resulting from
or arising out of any breach of the warranties and representations contained in
this section 3.4, or out of any act, activity, or violation of any applicable
laws on the part of Tenant, its agents, employees, or assigns. Tenant's
liability under this section 3.4 shall survive the expiration or any termination
of this Lease.

                          ARTICLE IV. ACCESS AND ENTRY.

      4.1 Right of Examination. Landlord shall be entitled at all reasonable
times and upon reasonable notice (but no notice is required in emergencies) to
enter the Premises to examine them; to make such repairs, alterations, or
improvements thereto as Landlord considers necessary or reasonably desirable; to
have access to underfloor facilities and access panels to mechanical shafts and
to check, calibrate, adjust, and balance controls and other parts of the
heating, air conditioning, ventilating, and climate control systems. Landlord
reserves to itself the right to install, maintain, use, and repair pipes, ducts,
conduits, vents, wires, and other installations leading in, through, over, or
under the Premises and for this purpose, Landlord may take all material into and
upon the Premises which is required therefor. Tenant shall not unduly obstruct
any pipes, conduits, or mechanical or other electrical equipment so as to
prevent reasonable access thereto. Landlord reserves the right to use all
exterior walls and roof area. Landlord shall exercise its rights under this
section, to the extent possible in the circumstances, in such manner so as to
minimize interference with Tenant's use and enjoyment of the Premises.

      4.2 Right to Show Premises. Landlord and its agents have the right to
enter the Premises at all reasonable times and upon reasonable notice to show
them to prospective purchasers, lenders, or anyone having a prospective interest
in the Building, and,


                                       -2-
<PAGE>

during the last six months of the Term (or the last six (6) months of any
renewal term if this Lease is renewed), to show them to prospective tenants.
Landlord shall exercise its rights under this section, to the extent possible in
the circumstances, in such manner so as to minimize interference with Tenant's
use and enjoyment of the Premises.

                ARTICLE V. MAINTENANCE, REPAIRS, AND ALTERATIONS.

      5.1 Maintenance and Repairs by Landlord. Landlord covenants to keep the
following in good repair as a prudent owner: (i) the structure of the Building
including exterior walls and roofs; and (ii) the entrances, sidewalks,
corridors, parking areas and other facilities from time to time comprising the
Common Areas. The cost of such maintenance and repairs shall be included in
Operating Costs. So long as Landlord is acting in good faith, Landlord shall not
be responsible for any damages caused to Tenant by reason of failure of any
equipment or facilities serving the Building or delays in the performance of any
work for which Landlord is responsible pursuant to this Lease. Notwithstanding
any other provisions of this Lease, if any part of the Building is damaged or
destroyed or requires repair, replacement, or alteration as a result of the act
or omission of Tenant, its employees, agents, invitees, licensees, or
contractors, Landlord shall have the right to perform same and the cost of such
repairs, replacement, or alterations shall be paid by Tenant to Landlord upon
demand. In addition, if, in an emergency, it shall become necessary to make
promptly any repairs or replacements required to made by Tenant, Landlord may
re-enter the Premises and proceed forthwith to have the repairs or replacements
made and pay the costs thereof. Upon demand, Tenant shall reimburse Landlord for
the cost of making the repairs.

      5.2 Maintenance and Repairs by Tenant. Tenant shall, at its sole cost,
repair and maintain and replace when necessary the Premises including, but not
limited to, base building mechanical and electrical systems, all to a standard
consistent with a first class building, with the exception only of those repairs
which are the obligation of Landlord pursuant to this Lease. Without limiting
the generality of the foregoing, Tenant is specifically required to maintain and
make repairs to (i) the portion of any pipes, lines, ducts, wires, or conduits
contained within the Premises; (ii) windows, plate glass, doors, and any
fixtures or appurtenances composed of glass; (iii) Tenant's sign; (iv) any
heating or air conditioning equipment serving the Premises ("HVAC") (which shall
include, without limitation, a preventive maintenance HVAC service contract,
which service contract shall be entered into between Tenant and one of
Landlord's approved HVAC contractors. Such service contract shall include,
without limitation, preventive HVAC maintenance no less than quarterly); (v) the
Premises or the Building when repairs to the same are necessitated by any act or
omission of Tenant, or the failure of Tenant to perform its obligations under
this Lease. All repair and maintenance performed by Tenant in the Premises shall
be performed by contractors or workmen approved by Landlord, which shall not be
unreasonably withheld. At the expiration or earlier termination of the Term,
Tenant shall surrender the Premises to Landlord in as good condition and repair
as Tenant is required to maintain the Premises throughout the Term, reasonable
wear and tear excepted. Tenant shall also furnish, maintain, and replace all
electric light bulbs, tubes, and tube casings located within or serving the
Premises and Tenant's signage, all at Tenant's sole cost and expense. Landlord
will assign to Tenant the benefit of any manufacturer's warranties with respect
to the mechanical, electrical, and plumbing systems.

      5.3 Approval of Tenant's Alterations. No alterations (including, without
limitation, repairs, replacements, additions, or modifications to the Premises
by Tenant), other than minor or cosmetic alterations which are interior and
nonstructural, shall be made to the Premises without Landlord's written
approval, which, as to exterior or structural alterations may be withheld in
Landlord's sole discretion. Any alterations by Tenant shall be performed at the
sole cost of Tenant, by contractors and workmen approved by Landlord, in a good
and workmanlike manner, and in accordance with all applicable laws and
regulations.

      5.4 Removal of Improvements and Fixtures. All leasehold improvements
(other than unattached, movable trade fixtures which can be removed without
damage to the Premises) shall at the expiration or earlier termination of this
Lease become Landlord's property. Tenant may, during the Term, in the usual
course of its business, remove its trade fixtures, provided that Tenant is not
in default under this Lease; and Tenant shall, at the expiration or earlier
termination of the Term, at its sole cost, remove such of the leasehold
improvements (except for improvements installed by Landlord prior to the
Commencement Date) and trade fixtures in the Premises as Landlord shall require
to be removed and restore the Premises to the condition existing prior to such
removal. Tenant shall at its own expense repair any damage caused to the
Building by such removal. If Tenant does not remove its trade fixtures at the
expiration or earlier termination of the Term, the trade fixtures shall, at the
option of Landlord, become the property of Landlord and may be removed from the
Premises and sold or disposed of by Landlord in such manner as it deems
advisable without any accounting to Tenant.

      5.5 Liens. Tenant shall promptly pay for all materials supplied and work
done in respect of the Premises by, through, or under Tenant so as to ensure
that no lien is recorded against any portion of the Building or against
Landlord's or Tenant's interest therein. If a lien is so recorded, Tenant shall
discharge it promptly by payment or bonding. If any such lien against the
Building or Landlord's interest therein is recorded and not discharged by Tenant
as above required within fifteen (15) days following written notice to Tenant,
Landlord shall have the right to remove such lien by bonding or payment and the
cost thereof shall be paid immediately from Tenant to Landlord. Landlord and
Tenant expressly agree and acknowledge that no interest of Landlord in the
Premises or the Building shall be subject to any lien for improvements made by
Tenant in or for the Premises, and Landlord shall not be liable for any lien for
any improvements made by Tenant, such liability being expressly prohibited by
the terms of this Lease. In accordance with applicable laws of the State of
Florida, Landlord has filed in the public records of Dade County, Florida, a
public notice containing a new and correct copy of this paragraph, and Tenant
hereby agrees to inform all contractors and materialmen performing work in or
for or supplying materials to the Premises of the existence of said notice.

      5.6 Utilities. Tenant shall pay to Landlord, or as Landlord directs, all
gas, electricity, water, and other utility charges applicable to the Premises as
separately metered or, if not so metered, as part of Tenant's proportionate
share of Increased Operating Costs. Tenant shall pay the cost of janitorial,
garbage removal, and trash removal services for the Premises and the cost of
heating, ventilating, and air conditioning the Premises.

                      ARTICLE VI. INSURANCE AND INDEMNITY.

      6.1 Tenant's Insurance. Tenant shall, throughout the Term (and any other
period when Tenant is in possession of the Premises), maintain at its sole cost
the following insurance:

            (A) All risks property insurance, naming Tenant and Landlord as
insured parties, containing a waiver of subrogation rights which Tenant's
insurers may have against Landlord. Such insurance shall insure property of
every kind owned by Tenant in an amount not less than the full replacement cost
thereof (new), with such cost to be adjusted no less than annually.

            (B) Comprehensive general liability insurance. Such policy shall
contain inclusive limits per occurrence of not less than the amount specified in
the Lease Summary; provide for severability of interests; and include Landlord
and any mortgagee of Landlord as additional insureds.

            (C) Worker's compensation and employer's liability insurance in
compliance with applicable legal requirements.


                                       -3-
<PAGE>

            (D) Any other form of insurance which Tenant or Landlord, acting
reasonably, requires from time to time in form, in amounts, and for risks
against which a prudent tenant would insure.

            All policies referred to above shall: (i) be taken out with insurers
licensed to do business in Florida and reasonably acceptable to Landlord, (ii)
be in a form reasonably satisfactory to Landlord; (iii) be non-contributing
with, and shall apply only as primary and not as excess to any other insurance
available to Landlord or any mortgagee of Landlord; (iv) contain an undertaking
by the insurers to notify Landlord by certified mail not less than thirty (30)
days prior to any material change, cancellation, or termination, and (v) with
respect to subsection (A), contain replacement cost, demolition cost, and
increased cost of construction endorsements. Certificates of insurance on
Landlord's standard form or, if required by a mortgagee, copies of such
insurance policies certified by an authorized officer of Tenant's insurer as
being complete and current, shall be delivered to Landlord promptly upon
request. If a) Tenant fails to take out or to keep in force any insurance
referred to in this section 6.1, or should any such insurance not be approved by
either Landlord or any mortgagee, and b) Tenant does not commence and continue
to diligently cure such default within forty-eight (48) hours after written
notice by Landlord to Tenant specifying the nature of such default, then
Landlord has the right, without assuming any obligation in connection therewith,
to effect such insurance at the sole cost of Tenant and all outlays by Landlord
shall be paid by Tenant to Landlord without prejudice to any other rights or
remedies of Landlord under this Lease. Tenant shall not keep or use in the
Premises any article which may be prohibited by any fire or casualty insurance
policy in force from time to time covering the Premises or the Building.

      6.2 Loss or Damage. Landlord shall not be liable for any death or injury
arising from or out of any occurrence in, upon, at, or relating to the Building
or damage to property of Tenant or of others located on the Premises or
elsewhere in the Building, nor shall it be responsible for any loss of or damage
to any property of Tenant or others from any cause, UNLESS SUCH DEATH, INJURY,
LOSS, OR DAMAGE RESULTS FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
LANDLORD OR ITS AGENTS. Without limiting the generality of the foregoing,
Landlord shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, falling ceiling tile, falling
fixtures, steam, gas, electricity, water, rain, flood, or leaks from any part of
the Premises or from the pipes, sprinklers, appliances, plumbing works, roof,
windows, or subsurface of any floor or ceiling of the Building or from the
street or any other place or by dampness, or by any other cause whatsoever.
Tenant agrees to indemnify Landlord and hold it harmless from and against any
and all loss (including loss of Minimum Rent and additional rent payable in
respect to the Premises), claims, actions, damages, liability, and expense of
any kind whatsoever (including attorneys' fees and costs at all tribunal
levels), UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD
OR ITS AGENTS, arising from any occurrence in, upon, or at the Premises, or the
occupancy, use, or improvement by Tenant or its agents or invitees of the
Premises or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant its agents, employees, and invitees or by anyone permitted to
be on the Premises by Tenant.

      6.3 Landlord's Insurance. Landlord shall throughout the Term carry: (i)
"all risks" insurance on the Building and the machinery and equipment contained
therein or servicing the Building and owned by Landlord (excluding any property
with respect to which Tenant and other tenants are obliged to insure pursuant to
section 6.1 or similar sections of their respective leases); (ii) public
liability and property damage insurance with respect to Landlord's operations in
the Building; and (iii) such other forms of insurance as Landlord or its
mortgagee reasonably considers advisable. Such insurance shall be in such
reasonable amounts and with such reasonable deductions as would be carried by a
prudent owner of a similar building, having regard to size, age, and location.

                      ARTICLE VII. DAMAGE AND DESTRUCTION.

      7.1 Damage to Premises. If the Premises are partially destroyed due to
fire or other casualty, Landlord shall diligently repair the Premises, to the
extent of its obligations under section 5.1, and Minimum Rent shall abate
proportionately to the portion of the Premises, if any, rendered untenantable
from the date of destruction or damage until Landlord's repairs have been
substantially completed. If the Premises are totally destroyed due to fire or
other casualty, Landlord shall diligently repair the Premises to the extent only
of its obligations pursuant to section 5.1, and Minimum Rent shall abate
entirely from the date of destruction or damage to such date which is the
earlier of (i) the date tenantable, or (ii) thirty (30) days after Landlord's
repairs have been substantially completed. Upon being notified by Landlord that
Landlord's repairs have been substantially completed, Tenant shall diligently
perform all other work required to fully restore the Premises for use in
Tenant's business, in every case at Tenant's cost and without any contribution
to such cost by Landlord, whether or not Landlord has at any time made any
contribution to the cost of supply, installation, or construction of leasehold
improvements in the Premises. Tenant agrees that during any period of
reconstruction or repair of the Premises, it will continue the operation of its
business within the Premises to the extent practicable. If all or any part of
the Premises shall be damaged by fire or other casualty and the fire or other
casualty is caused by the fault of neglect of Tenant or Tenant's agents, guest,
or invitees, rent and all other charges shall not abate.

      7.2 Termination for Damage. Notwithstanding section 7.1, if damage or
destruction which has occurred to the Premises or the Building is such that in
the reasonable opinion of Landlord such reconstruction or repair cannot be
completed within one hundred twenty (120) days of the happening of the damage or
destruction, Landlord may, at its option. terminate this Lease on notice to
Tenant given within thirty (30) days after such damage or destruction and Tenant
shall immediately deliver vacant possession of the Premises in accordance with
the terms of this Lease.

               ARTICLE VIII. ASSIGNMENT, SUBLEASES, AND TRANSFERS.

      8.1 Transfer by Tenant. Tenant shall not enter into, consent to, or permit
any Transfer, as hereinafter defined, without the prior written consent of
Landlord in each instance, which consent shall not be unreasonably withheld. For
purposes of this Lease, "Transfer" means an assignment of this Lease in whole or
in part; a sublease of all or any part of the Premises; any transaction whereby
the rights of Tenant under this Lease or to the Premises are transferred to
another; any mortgage or encumbrance of this Lease or the Premises or any part
thereof or other arrangement under which either this Lease or the Premises
become security for any indebtedness or other obligations; and if Tenant is a
corporation or a partnership, the transfer of a controlling interest in the
stock of the corporation or partnership interests, as applicable. If there is a
permitted Transfer, Landlord may collect rent or other payments from the
transferee and apply the net amount collected to the rent or other payments
required to be paid pursuant to this Lease but no acceptance by Landlord of any
payments by a transferee shall be deemed a waiver of any provisions hereof
regarding Tenant. Notwithstanding any Transfer, Tenant shall not be released
from any of its obligations under this Lease. Landlord's consent to any Transfer
shall be subject to the further condition that if the Minimum Rent and
additional rent pursuant to such Transfer exceeds the Minimum Rent and
additional rent payable under this Lease, the amount of such excess shall be
paid to Landlord. If, pursuant to a permitted Transfer, Tenant receives from the
transferee, either directly or indirectly, any consideration other than Minimum
Rent and additional rent for such Transfer, either in the form of cash, goods,
or services, Tenant shall, upon receipt thereof, pay to Landlord an amount
equivalent to such consideration.


                                       -4-
<PAGE>

      8.2 Assignment by Landlord. Landlord shall have the unrestricted right to
sell, lease, convey, or otherwise dispose of the Building or any part thereof
and this Lease or any interest of Landlord in this Lease. To the extent that the
purchaser or assignee from Landlord assumes the obligations of Landlord under
this Lease, Landlord shall thereupon and without further agreement be released
of all further liability under this Lease. If Landlord sells its interest in the
Premises, it shall deliver the security deposit to the purchaser and Landlord
will thereupon be released from any further liability with respect to the
security deposit or its return to Tenant and the purchaser shall become directly
responsible to Tenant.

                              ARTICLE IX. DEFAULT.

      9.1 Defaults. A default by Tenant shall be deemed to have occurred
hereunder, if and whenever: (i) any Minimum Rent or Tenant's proportionate share
of Increased Operating Costs is not paid within five (5) days after written
notice from Landlord; (ii) any other additional rent is in arrears and is not
paid within five (5) days after written notice by Landlord; (iii) Tenant has
breached any of its obligations in this Lease (other than the payment of rent)
and Tenant fails to remedy such breach within fifteen (15) days (or such shorter
period as may be provided in this Lease, or if such breach cannot reasonably be
remedied within fifteen (15) days (or such shorter period), then if Tenant fails
to immediately commence to remedy and thereafter proceed diligently to remedy
such breach, in each case after notice in writing from Landlord; (iv) Tenant
becomes bankrupt or insolvent; (v) any of Landlord's policies of insurance with
respect to the Building are cancelled or adversely changed as a result of
Tenant's use or occupancy of the Premises; or (vi) the business operated by
Tenant in the Premises shall be closed by governmental or court order for any
reason.

      9.2 Remedies. In the event of any default hereunder by Tenant, then
without prejudice to any other rights which it has pursuant to this Lease or at
law or in equity, Landlord shall have the following rights and remedies, which
are cumulative and not alternative:

            (A) Landlord may cancel this Lease by notice to Tenant and retake
possession of the Premises for Landlord's or Tenant's account. Tenant shall then
quit and surrender the Premises to Landlord. Tenant's liability under all of the
provisions of this Lease shall continue notwithstanding any expiration and
surrender, or any re-entry, repossession, or disposition hereunder.

            (B) Landlord may enter the Premises as agent of Tenant to take
possession of any property of Tenant on the Premises, to store such property at
the expense and risk of Tenant or to sell or otherwise dispose of such property
in such manner as Landlord may see fit without notice to Tenant. Re-entry and
removal may be effectuated by summary dispossess proceedings, by any suitable
action or proceeding, or otherwise. Landlord shall not be liable in any way in
connection with its actions pursuant to this section, to the extent that its
actions are in accordance with law.

            (C) If this Lease is cancelled under subsection (A) above, Tenant
shall remain liable (in addition to accrued liabilities) to the extent legally
permissible for all rent and all of the charges Tenant would have been required
to pay until the date this Lease would have expired had such cancellation not
occurred. Tenant's liability for rent shall continue notwithstanding re-entry or
repossession of the Premises by Landlord. In addition to the foregoing, Tenant
shall pay to Landlord such sums as the court which has jurisdiction thereover
may adjudge as reasonable attorneys' fees with respect to any successful lawsuit
or action instituted by Landlord to enforce the provisions of this Lease.

            (D) Landlord may relet all or any part of the Premises for all or
any part of the unexpired portion of the Term of this Lease or for any longer
period, and may accept any rent then attainable; grant any concessions of Rent,
and agree to paint or make any special repairs, alterations, and decorations for
any new Tenant as it may deem advisable in its sole and absolute discretion.
Landlord shall be under no obligation to relet or to attempt to relet the
Premises, except as expressly set forth below.

            (E) If this Lease is cancelled in accordance with subsection (A)
above, and Landlord so elects, the rent hereunder shall be accelerated and
Tenant shall pay Landlord damages in the amount of any and all sums which would
have been due for the remainder of the Term (reduced to present value using a
discount factor equal to the stated prime lending rate on the date of Tenant's
default by Landlord's then existing mortgagee or, if there is no mortgagee, by
Barnett Bank, NationsBank, or First Union, as chosen by Landlord). Prior to or
following payment in full by Tenant of such discounted sum promptly upon demand,
Landlord shall use good faith efforts to relet the Premises. If Landlord
receives consideration as a result of a reletting of the Premises relating to
the same time period for which Tenant has paid accelerated rent, such
consideration actually received by Landlord, less any and all of Landlord's cost
of repairs, alterations, additions, redecorating, and other expenses in
connection with such reletting of the Premises, shall be a credit against such
discounted sum, and such discounted sum shall be reduced if not yet paid by
Tenant as called for herein, or if Tenant has paid such discounted sum, such
credited amount shall be repaid to Tenant by Landlord (provided said credit
shall not exceed the accelerated amount).

            (F) Landlord may remedy or attempt to remedy any default of Tenant
under this Lease for the account of Tenant and to enter upon the Premises for
such purposes. No notice of Landlord's intention to perform such covenants need
be given Tenant unless expressly required by this Lease. Landlord shall not be
liable to Tenant for any loss or damage caused by acts of Landlord in remedying
or attempting to remedy such default and Tenant shall pay to Landlord all
reasonable expenses incurred by Landlord in connection with remedying or
attempting to remedy such default. Any expenses incurred by Landlord shall
accrue interest from the date of payment by Landlord until repaid by Tenant at
the highest rate permitted by law.

      9.3 Costs. Tenant shall pay to Landlord on demand all costs incurred by
Landlord, including attorneys' fees and costs at all tribunal levels, incurred
by Landlord in enforcing any of the obligations of Tenant under this Lease. In
addition, upon any default by Tenant, Tenant shall be also liable to Landlord
for the reasonable expenses to which Landlord may be put in re-entering the
Premises; repossessing the Premises; painting, altering, or dividing the
Premises; combining the Premises with an adjacent space for any new tenant,
putting the Premises in proper repair; protecting and preserving the Premises by
placing watchmen and caretakers therein; reletting the Premises (including
attorneys' fees and disbursements, marshall's fees, and brokerage fees, in so
doing); and any other expenses reasonably incurred by Landlord. Notwithstanding
anything to the contrary contained in this Lease, in the event of any litigation
between Landlord and Tenant arising out of this Lease or Tenant's use and
occupancy of the Premises, the prevailing party shall be entitled to recover its
costs and expenses incurred in such litigation, including attorneys' fees, at
all levels, including appeals.

      9.4 Additional Remedies; Waiver. The rights and remedies of Landlord set
forth herein shall be in addition to any other right and remedy now and
hereinafter provided by law. All rights and remedies shall be cumulative and
non-exclusive of each other. No delay or omission by Landlord in exercising a
right or remedy shall exhaust or impair the same or constitute a waiver of, or
acquiescence to, a default.

      9.5 Default by Landlord. In the event of any default by Landlord, Tenant's
exclusive remedy shall be an action for damages or injunction, but prior to any
such action Tenant will give Landlord written notice specifying such default
with particularity, and Landlord shall have a period of thirty (30) days
following the date of such notice in which to commence the appropriate cure of
such default. Unless and until Landlord fails to commence and diligently pursue
the appropriate cure of such default after such notice


                                       -5-
<PAGE>

or complete same within a reasonable period of time, Tenant shall not have any
remedy or cause of action by reason thereof. Notwithstanding any provision of
this Lease, Landlord shall not at any time have any personal liability under
this Lease. In the event of any breach or default by Landlord of any term or
provision of this Lease, Tenant agrees to look solely to the equity or interest
then-owned by Landlord in the Building, and in no event shall any deficiency
judgment be sought or obtained against Landlord.

                 ARTICLE X. ESTOPPEL CERTIFICATE; SUBORDINATION.

      10.1 Estoppel Certificate. Within ten (10) days after written request by
Landlord, Tenant shall deliver in a form supplied by Landlord, an estoppel
certificate to Landlord as to the status of this Lease, including whether this
Lease is unmodified and in full force and effect (or, if there have been
modifications, that this Lease is in full force and effect as modified and
identifying the modification agreements); the amount of Minimum Rent and
additional rent then being paid and the dates to which same have been paid;
whether or not there is any existing or alleged default by either party with
respect to which a notice of default has been served, or any facts exist which,
with the passing of time or giving of notice, would constitute a default and, if
there is any such default or facts, specifying the nature and extent thereof;
and any other matters pertaining to this Lease as to which Landlord shall
request such certificate. Landlord, and any prospective purchaser, lender, or
ground lessor shall have the right to rely on such certificate.

      10.2 Subordination; Attornment. This Lease and all rights of Tenant shall
be subject and subordinate to any and all mortgages, security agreements, or
like instruments resulting from any financing, refinancing, or collateral
financing (including renewals or extensions thereof), and to any and all ground
leases, made or arranged by Landlord of its interests in all or any part of the
Building), from time to time in existence against the Building, whether now
existing or hereafter created; provided, however, that, so long as no default or
event which, with the passing of time or giving of notice would constitute a
default, exists under this Lease, any such lender or ground lessor shall not
disturb Tenant's possession of the Premises by joining Tenant as a defendant in
a foreclosure or eviction proceeding. Such subordination shall not require any
further instrument to evidence such subordination. However, on request, Tenant
shall further evidence its agreement to subordinate this Lease and its rights
under this Lease to any and all documents and to all advances made under such
documents. The form of such subordination shall be made as required by Landlord,
its lender, or ground lessor. Tenant shall, if requested by such mortgagee,
owner, or purchaser, or by any person succeeding to the interest of such
mortgagee, owner, or purchaser, as the result of the enforcement of the remedies
provided by law or the applicable security instrument held by such mortgagee,
owner, or purchaser, automatically become the tenant of any such mortgagee,
owner, purchaser, or successor-in-interest, without any change in the terms or
other provisions of this Lease; provided, however, that said mortgagee, owner,
purchaser, or successor shall not be bound by (a) any payment of rent or
additional rent for more than one month in advance, or (b) any security deposit
or the like not actually received by such mortgagee, owner, or purchaser, or
successor, or (c) any amendment or modification in this Lease made without the
consent of such mortgagee, owner, purchaser, or successor, or (d) any
construction obligation, free rent, or other concession or monetary allowance,
or (e) any set-off, counterclaim, or the like otherwise available against
Landlord, or (f) any act or omission of any prior landlord (including Landlord).
Upon request by said mortgagee, owner, or purchaser, or successor, Tenant shall
execute and deliver an instrument or instruments confirming its attornment.

                  ARTICLE XI. CONTROL OF BUILDING BY LANDLORD.

      11.1 Use and Maintenance of Common Areas. Tenant and those doing business
with Tenant for purposes associated with Tenant's business on the Premises,
shall have a non-exclusive license to use the Common Areas for their intended
purposes during normal business hours in common with others entitled thereto and
subject to any rules and regulations imposed by Landlord. Landlord shall keep
the Common Areas in good repair and condition and shall clean the Common Areas
when necessary. Subject to all of the terms, provisions, covenants, and
conditions contained herein, Tenant shall have the right to use the number of
parking spaces indicated in the Lease Summary in the parking lot which Landlord
shall provide for the use of tenants of the Building. Landlord shall not be
liable for any damage to automobiles of any nature whatsoever to, or any theft
of, automobiles or other vehicles or the contents thereof, while in or about the
parking lots. Tenant acknowledges that its non-exclusive right to use any
parking facilities forming part of the Building may be subject to such rules and
regulations as reasonably imposed by Landlord from time to time. Tenant
acknowledges that all Common Areas shall at all times be under the exclusive
control and management of Landlord. For purposes of this Lease, "Common Areas"
shall mean those areas, facilities, utilities, improvements, equipment, and
installations of the Building which serve or are for the benefit of the tenants
of more than one component of the Building and which are not designated or
intended by Landlord to be leased, from time to time, or which are provided or
designated from time to time by Landlord for the benefit or use of all tenants
in the Building, their employees, customers, and invitees, in common with others
entitled to the use or benefit of same.

      11.2 Alterations by Landlord. Landlord may (i) alter, add to, subtract
from, construct improvements on, re-arrange, and construct additional facilities
in, adjoining, or proximate to the Building; (ii) relocate the facilities and
improvements in or comprising the Building or erected on the land; (iii) do such
things on or in the Building as required to comply with any laws, by-laws,
regulations, orders, or directives affecting the land or any part of the
Building; and (iv) do such other things on or in the Building as Landlord, in
the use of good business judgments determines to be advisable, provided that
notwithstanding anything contained in this section 11.2, access to the Premises
shall be available at all times. Landlord shall not be in breach of its
covenants for quiet enjoyment or liable for any loss, costs, or damages, whether
direct or indirect, incurred by Tenant due to any of the foregoing.

      11.3 Covenants, Conditions, and Restrictions. Tenant hereby acknowledges
and agrees that the Building of which the Premises is a part, and Tenants
occupancy thereof, is subject to a Master Declaration of Covenants, Conditions,
and Restrictions for Beacon Industrial Park (the "Declaration"), which
Declaration has been recorded among the Public Records of Dade County, Florida.
Copies of the Declaration are located at Landlord's management office and may be
reviewed by Tenant during Landlord's normal business hours. Tenant hereby
acknowledges the existence of such Declaration and agrees to be bound by the
terms thereof (and any amendments or modifications thereto). Tenant hereby
agrees to reimburse Landlord, within five (5) days after demand therefor, for
the proportionate share of Common Expenses attributable to the Premises, as
described in the Declaration. It is Landlord's intention not to double charge
Tenant for any expenses pursuant to section 2.3 of this Lease and the
Declaration. The expenses solely relating to the Building are intended to be
charged pursuant to section 2.3 of this Lease. Those expenses that are incurred
by Landlord on a park-wide basis (such as, by way of example only and not as a
limitation, park-wide security, if any) are passed-through pursuant to the
Declaration.

      11.4 Tenant Relocation. Landlord shall have the right, at any time upon
sixty (60) days written notice to Tenant, to relocate Tenant into other space
within the Building comparable to the Premises. Upon such relocation, such new
space shall be deemed the Premises and the prior space originally demised shall
in all respects be released from the effect of this Lease. If Landlord elects to
relocate Tenant as above described, (i) the new space shall contain
approximately the same as, or greater usable area than the


                                       -6-
<PAGE>

original space, (ii) Landlord shall improve the new space, at Landlord's sole
cost, to at least the standards of the original space, (iii) Landlord shall pay
the reasonable costs of moving Tenant's trade fixtures and furnishings from the
original space to the new space, (iv) as total compensation for all other costs,
expenses, and damages which Tenant may suffer in connection with the relocation,
including but not limited to, lost profit or business interruption, no Minimum
Rent or Operating Costs shall be due or payable for the first full calendar
month of Tenant's occupancy of the new space, and Landlord shall not be liable
for any further indirect or special expenses of Tenant resulting from the
relocation, (v) Minimum Rent, Tenant's proportionate share of Operating Costs,
and all other charges hereunder shall be the same for the new space as for the
original space, notwithstanding that the new space may be larger than the
original space, and (vi) all other terms of this Lease shall apply to the new
space as the Premises, except as otherwise provided in this paragraph.

                           ARTICLE XII. CONDEMNATION.

      12.1 Total or Partial Taking. If the whole of the Premises, or such
portion thereof as will make the Premises unusable for the purposes leased
hereunder, shall be taken by any public authority under the power of eminent
domain or sold to public authority under threat or in lieu of such taking, the
Term shall cease as of the day possession or title shall be taken by such public
authority, whichever is earlier ("Taking Date"), whereupon the rent and all
other charges shall be paid up to the Taking Date with a proportionate refund by
Landlord of any rent and all other charges paid for a period subsequent to the
Taking Date. If less than the whole of the Premises, or less than such portion
thereof as will make the Premises unusable for the purposes leased hereunder,
the Term shall cease only as to the part so taken as of the Taking Date, and
Tenant shall pay rent and other charges up to the Taking Date, with appropriate
credit by Landlord (toward the next installment of rent due from Tenant) of any
rent or charges paid for a period subsequent to the Taking Date. Minimum Rent
and other charges payable to Landlord shall be reduced in proportion to the
amount of the Premises taken.

      12.2 Taking For Temporary Use. If there is a taking of the Premises for
temporary use, this Lease shall continue in full force and effect, and Tenant
shall continue to comply with Tenants obligations under this Lease, except to
the extent compliance shall be rendered impossible or impracticable by reason of
the taking. Minimum Rent and other charges payable to Landlord shall be reduced
in proportion to the amount of the Premises taken for the period of such
temporary use.

      12.3 Award. All compensation awarded or paid upon a total or partial
taking of the Premises or Building including the value of the leasehold estate
created hereby shall belong to and be the property of Landlord without any
participation by Tenant; Tenant shall have no claim to any such award based on
Tenants leasehold interest. However, nothing contained herein shall be construed
to preclude Tenant, at its cost, from independently prosecuting any claim
directly against the condemning authority in such condemnation proceeding for
damage to, or cost of removal of, stock, trade fixtures, furniture, and other
personal property belonging to Tenant; provided, however, that no such claim
shall diminish or otherwise adversely affect Landlord's award or the award of
any mortgagee.

                        ARTICLE XIII. GENERAL PROVISIONS

      13.1 Delay. Except as expressly provided in this Lease, whenever Landlord
or Tenant is delayed in the fulfillment of any obligation under this Lease,
other than the payment of rent or other charges, by an unavoidable occurrence
which is not the fault of the party delayed in performing such obligation, then
the time for fulfillment of such obligation shall be extended during the period
in which such circumstances operate to delay the fulfillment of such obligation.

      13.2 Holding Over. If Tenant remains in possession of the Premises after
the end of the Term without having executed and delivered a new lease or an
agreement extending the Term, there shall be no tacit renewal of this Lease or
the Term, and Tenant shall be deemed to be occupying the Premises as a Tenant
from month to month at a monthly Minimum Rent payable in advance on the first
day of each month equal to twice the monthly amount of Minimum Rent payable
during the last month of the Term, and otherwise upon the same terms as are set
forth in this Lease, so far as they are applicable to a monthly tenancy.

      13.3 Waiver; Partial Invalidity. If either Landlord or Tenant excuses or
condones any default by the other of any obligation under this Lease, this shall
not be a waiver of such obligation in respect of any continuing or subsequent
default and no such waiver shall be implied. All of the provisions of this Lease
are to be construed as covenants even though not expressed as such. If any such
provision is held or rendered illegal or unenforceable it shall be considered
separate and severable from this Lease and the remaining provisions of this
Lease shall remain in force and bind the parties as though the illegal or
unenforceable provision had never been included in this Lease.

      13.4 Recording. Neither Tenant nor anyone claiming under Tenant shall
record this Lease or any memorandum hereof in any public records without the
prior written consent of Landlord.

      13.5 Notices. Any notice, consent, or other instrument required or
permitted to be given under this Lease shall be in writing and shall be
delivered in person, or sent by certified mail, return receipt requested, or
overnight express mail courier, postage prepaid, addressed (i) if to Landlord,
at the address set forth on the Lease Summary; and (ii) if to Tenant, at the
Premises or, prior to Tenant's occupancy of the Premises, at the address set
forth on the Lease Summary. Any such notice or other instruments shall be deemed
to have been given and received on the day upon which personal delivery is made
or, if mailed, then forty-eight (48) hours following the date of mailing. Either
party may give notice to the other of any change of address and after the giving
of such notice, the address therein specified is deemed to be the address of
such party for the giving of notices. If postal service is interrupted or
substantially delayed, all notices or other instruments shall be delivered in
person or by overnight express mail courier.

      13.6 Successors: Joint and Several Liability. The rights and liabilities
created by this Lease extend to and bind the successors and assigns of Landlord
and the heirs, executors, administrators, and permitted successors and assigns
of Tenant. No rights, however, shall inure to the benefit of any transferee
unless such Transfer complies with the provisions of Article VIII. If there is
at any time more than one Tenant or more than one person constituting Tenant,
their covenants shall be considered to be joint and several and shall apply to
each and every one of them.

      13.7 Captions and Section Numbers. The captions, section numbers, article
numbers, and table of contents appearing in this Lease are inserted only as a
matter of convenience and in no way affect the substance of this Lease.

      13.8 Extended Meanings. The words "hereof," "hereto," "hereunder," and
similar expressions used in this Lease relate to the whole of this Lease and not
only to the provisions in which such expressions appear. This Lease shall be
read with all changes in number and gender as may be appropriate or required by
the context. Any reference to Tenant includes, when the context allows, the
employees, agents, invitees, and licensees of Tenant and all others over whom
Tenant might reasonably be expected to exercise control. This Lease has been
fully reviewed and negotiated by each party and their counsel and shall not be
more strictly construed against either party.


                                       -7-
<PAGE>

      13.9 Entire Agreement; Government Law; Time. This Lease and the Exhibits
and Riders, if any, attached hereto are incorporated herein and set forth the
entire agreement between Landlord and Tenant concerning the Premises and there
are no other agreements or understandings between them. This Lease and its
Exhibits and Riders may not be modified except by agreement in writing executed
by Landlord and Tenant. This Lease shall be construed in accordance with and
governed by the laws of the State of Florida. Time is of the essence of this
Lease.

      13.10 No Partnership. Nothing in this Lease creates any relationship
between the parties other than that of lessor and lessee and nothing in this
Lease constitutes Landlord a partner of Tenant or a joint venturer or member of
a common enterprise with Tenant

      13.11 Quiet Enjoyment. If Tenant pays rent and other charges and fully
observes and performs all of its obligations under this Lease, Tenant shall be
entitled to peaceful and quiet enjoyment of the Premises for the Term without
interruption or interference by Landlord or any person claiming through
Landlord.

      13.12 Brokerage. Landlord and Tenant each represent and warrant one to the
other that except as set forth in the Lease Summary, neither of them has
employed any broker in connection with the negotiations of the terms of this
Lease or the execution thereof. Landlord and Tenant hereby agree to indemnify
and to hold each other harmless against any loss, expense, or liability with
respect to any claims for commissions or brokerage fees arising from or out of
any breach of the foregoing representation and warranty. Landlord recognizes the
broker(s) specified in the Lease Summary as the sole broker(s) with whom
Landlord has dealt in this transaction and agrees to pay any commissions
determined to be due said broker(s). Tenant acknowledges that Codina Klein
Realty, Inc. represents solely Landlord with respect to this Lease.

      13.13 TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY WAIVES ITS RIGHTS TO
A JURY TRIAL OF ANY ISSUE OR CONTROVERSY ARISING UNDER THIS LEASE.

            EXECUTED as of the day and first year above written.

WITNESSES:                          LANDLORD:

                                    AMB INDUSTRIAL INCOME FUND, INC., a Maryland
                                    corporation

                                    By: AMB Institutional Realty Advisors,
                                    Inc., its authorized agent

/s/ Teri M. George                     By: /s/ Kent D. Greenawalt
--------------------------                 -------------------------------
                                            Kent D. Greenawalt
/s/ Amiee Valzuela                     Its: Asset Manager
--------------------------

                                    TENANT:

                                    INTELLICELL CORP., a Delaware corporation

/s/ [ILLEGIBLE] V.P. CFO            By: /s/ James E. Bunting
--------------------------              ---------------------------------
/s/ [ILLEGIBLE] V.P. MKTG.          Name: James E. Bunting
--------------------------          Title: EXECUTIVE VICE PRESIDENT, COO
                                    


                                      -8-
<PAGE>

                                  EXHIBIT "A"

                               [GRAPHIC OMITTED]

                      [OFFICE AREA PRELIMINARY SPACE PLAN]
<PAGE>

                                  EXHIBIT "B"

                     Legal Description of Building and Land

Lot 5, Block 3, of BIP SUBDIVISION, according to the Plat thereof recorded in
Plat Book 146, Page 22 of the Public Records of Dade County, Florida.
<PAGE>
                                   EXHIBIT "C"

                              RULES AND REGULATIONS

      1. Security. The Landlord may from time to time adopt appropriate systems
and procedures for the security or safety of the Building, any persons
occupying, using, or entering the same, or any equipment, furnishings, or
contents thereof, and the Tenant shall comply with the Landlord's reasonable
requirements relative thereto.

      2. Return of Keys. At the end of the Term, the Tenant shall promptly
return to the Landlord all keys for the Building and Premises which are in the
possession of the Tenant. In the event any Tenant fails to return keys, Landlord
may retain $50.00 of Tenant's security deposit for locksmith work and
administration.

      3. Repair, Maintenance, Alterations, and Improvements. The Tenant shall
carry out Tenant's repair, maintenance, alterations, and improvements in the
Premises only during times agreed to in advance by the Landlord and in a manner
which will not interfere with the rights of other tenants in the Building.

      4. Water Fixtures. The Tenant shall not use water fixtures for any purpose
for which they are not intended, nor shall water be wasted by tampering with
such fixtures. Any cost or damage resulting from such misuse by the Tenant shall
be paid for by the Tenant.

      5. Personal Use of Premises. The Premises shall not be used or permitted
to be used for residential, lodging, or sleeping purposes or for the storage of
personal effects or property not required for business purposes.

      6. Heavy Articles. The Tenant shall not place in or move about the
Premises without the Landlord's prior written consent any safe or other heavy
article which in the Landlord's reasonable opinion may damage the Building, and
the Landlord may designate the location of any such heavy articles in the
Premises.

      7. Bicycles, Animals. The Tenant shall not bring any animals or birds into
the Building, and shall not permit bicycles or other vehicles inside or on the
sidewalks outside the Building except in areas designated from time to time by
the Landlord for such purposes.

      8. Deliveries. The Tenant shall ensure that deliveries of supplies,
fixtures, equipment, furnishings, wares, and merchandise to the Premises are
made through such entrances, elevators, and corridors and at such times as may
from time to time be designated by the Landlord, and shall promptly pay or cause
to be paid to the Landlord the cost of repairing any damage in the Building
caused by any person making improper deliveries.

      9. Solicitations. The Landlord reserves the right to restrict or prohibit
canvassing, soliciting, or peddling in the Building.

      10. Food and Beverages. Only persons approved from time to time by the
Landlord may prepare, solicit orders for, sell, serve, or distribute foods or
beverages in the Building, or use the Common Areas for any such purpose. Except
with the Landlord's prior written consent and in accordance with arrangements
approved by the Landlord, the Tenant shall not permit on the Premises the use of
equipment for dispensing food or beverages or for the preparation, solicitation
of orders for, sale, serving, or distribution of food or beverages.

      11. Refuse. The Tenant shall place all refuse in proper receptacles
provided by the Tenant at its expense in the Premises or in receptacles (if any)
provided by the Landlord for the Building, and shall keep sidewalks and
driveways outside the Building, and lobbies, corridors, stairwells, ducts, and
shafts of the Building, free of all refuse.

      12. Obstructions. The Tenant shall not obstruct or place anything in or on
the sidewalks or driveways outside the Building or in the lobbies, corridors,
stairwells, or other Common Areas, or use such locations for any purpose except
access to and exit from the Premises without the Landlord's prior written
consent. The Landlord may remove at the Tenant's expense any such obstruction or
thing caused or placed by the Tenant (and unauthorized by the Landlord) without
notice or obligation to the Tenant.

      13. Proper conduct. The Tenant shall not conduct itself in any manner
which is inconsistent with the character of the Building as a first quality
building or which will impair the comfort and convenience of other tenants in
the Building.

      14. Employees, Agents, and Invitees. In these Rules and Regulations,
"Tenant" includes the employees, agents, invitees, and licensees of the Tenant
and others permitted by the Tenant to use or occupy the Premises.

      15. Parking. If the Landlord designates tenant parking areas for the
Building, the Tenant shall park its vehicles and shall cause its employees and
agents to park their vehicles only in such designated parking areas. The Tenant
shall furnish the Landlord, upon request, with the current license numbers of
all vehicles owned or used by the Tenant or its employees or agents and the
Tenant thereafter shall notify the Landlord of any changes in such numbers
within five (5) days after the occurrence thereof. In the event of failure of
the Tenant or its employees or agents to park their vehicles in such designated
parking areas, the Tenant shall forthwith on demand pay to the Landlord the sum
of Twenty and No/100 ($20.00) Dollars per day per each car so parked. Landlord
may itself or through any agent designated for such purpose, make, administer,
and enforce additional rules and regulations regarding parking by tenants and by
their employees or agents, including, without limitation, rules and regulations
permitting the Landlord or such agent to move any vehicles improperly parked to
the designated tenant or employee parking areas. No disabled vehicle shall be
left in the parking areas of the Building for more than 24 hours.
<PAGE>

                                   EXHIBIT "D"

                              WORK LETTER AGREEMENT

THIS WORK LETTER AGREEMENT (the "Work Letter"), dated as of 7/18, 1997, is
attached to and made part of that certain Lease by and between AMB INDUSTRIAL
INCOME FUND, INC., a Maryland corporation (the "Landlord"), and INTELLICELL
CORP., a Delaware corporation (the "Tenant"). The terms, definitions, and other
provisions of the Lease are hereby incorporated into this Work Letter by
reference as if set forth in full.

IN CONSIDERATION OF the execution of the Lease and the mutual covenants and
conditions hereinafter set forth, Landlord and Tenant agree as follows:

            (a) Landlord, at its expense (subject to the provisions of paragraph
(e), below), will cause Substantial Completion, as hereinafter defined, of the
tenant improvements (the "Tenant Improvements") to the Premises, in accordance
with plans and specifications for the Premises to be prepared by Tenant's
architect, at Tenant's expense (except as otherwise expressly provided below).
Tenant's architect and engineer for purposes of the plans and specifications for
the Tenant Improvements are subject to the prior written approval of Landlord,
which will not be unreasonably withheld or delayed. If Tenant elects to retain
Landlord's architect and/or engineer, such architect and/or engineer shall
nonetheless be considered to be Tenant's agent(s) for purposes of this Work
Letter. Tenant agrees to furnish to Landlord within five (5) business days after
the date of the Lease, a detailed set of plans and specifications for the Tenant
Improvements, time being of the essence with respect to the delivery of the
plans and specifications (and any revisions thereto). The plans and
specifications shall be in a form sufficient to obtain a building permit from
Metropolitan Dade County, Florida. The plans and specifications shall be subject
to Landlord's review and approval. Landlord shall accept or notify Tenant of its
objections to the plans and specifications within five (5) days after receipt
thereof. If Landlord requires more than five (5) days to approve the plans and
specifications, Landlord shall not be deemed to be in default hereunder or
otherwise liable in damages to Tenant. Should Tenant fail to submit the plans
and specifications within the time period set forth above, or if Tenant fails to
make any modifications Landlord may require within five (5) days of notice
thereof, then each such event shall be deemed to be a Tenant's delay as
described below. Notwithstanding Landlord's review and approval of the plans and
specifications, Landlord assumes no responsibility whatsoever, and shall not be
liable, for the manufacturer's, architect's, or engineer's design or performance
of any structural, mechanical, electrical, or plumbing systems or equipment of
Tenant. Once Landlord approves the plans and specifications, Tenant shall, at
Tenant's expense, provide Landlord with three (3) sets of the plans and
specifications which shall be signed and dated by both parties, with two sets
retained by Landlord and one set retained by Tenant. Changes to the plans and
specifications shall be made only by written addendum signed by both parties.
Tenant, at Tenant's expense, shall provide additional sets of the plans and
specifications upon request by Landlord. "Substantial Completion" shall mean
that a certificate of occupancy has been obtained for the Premises and that the
Tenant Improvements are sufficiently complete so as to allow Tenant to occupy
the Premises for the use and purposes intended without unreasonable disturbance
or interruption; provided that Landlord, its employees, agents, and contractors,
shall be allowed to enter upon the Premises at any reasonable time(s) following
Substantial Completion as necessary to complete any unfinished details pursuant
to a punchlist to be prepared by Tenant and delivered to Landlord within thirty
(30) days following the date of Substantial Completion.

            (b) Within five (5) days following receipt of the final approved
plans and specifications for the Premises, Landlord shall have its contractor(s)
prepare an estimated budget (the "Construction Budget") of the cost of the
Tenant Improvements, and shall submit same to Tenant. The Construction Budget
shall be in reasonable detail and shall reflect a unit cost for all improvements
which is reasonable in amount, given the then current market conditions
pertinent to labor and material costs for such construction. The cost of the
Tenant Improvements, as set forth in the Construction Budget, shall also include
the cost of all utilities, air conditioning, and other services provided during
construction, plus a construction coordination fee equal to ten (10%) percent of
the cost of all non-Building-standard items reflected in the plans and
specifications, in order to reimburse Landlord for its time and expense involved
in the management and supervision of such non-standard items. The Construction
Budget shall be used as a basis for calculating Tenant's Costs, as hereinafter
defined, if any. Within five (5) days after receipt of the Construction Budget,
Tenant shall either approve the Construction Budget as submitted or provide
Landlord with modifications to the plans and specifications. If Tenant fails to
approve the Construction Budget or submit modifications to the plans and
specifications, for any reason whatsoever, within five (5) days, then either of
such events shall be deemed to be a delay caused by Tenant. If Tenant timely
submits modifications to the plans and specifications, Landlord shall, within
five (5) business days, review and approve the modified plans and specifications
(and provide a revised Construction Budget), or disapprove the modified plans
and specifications (and give Tenant its reasons for disapproval). If Tenant so
submits modified plans and specifications, then the time from such submission
until a Construction Budget is finally acknowledged and approved shall be deemed
to be a delay in Substantial Completion caused by Tenant. Following final
completion of the Tenant Improvements, Landlord shall provide Tenant with a
statement of actual costs thereof, including the cost of any approved change
orders. Landlord's general contractor shall be licensed and insured in the State
of Florida and Dade County.

            (c) Upon Substantial Completion of the Premises, Tenant, at its
expense, shall install its furniture, trade fixtures, and equipment so that
Tenant can occupy the Premises for the use and purposes intended. Tenant may
begin to install such items prior to Substantial Completion; provided, however,
that no such pre-Substantial Completion installation shall in any way delay or
interfere with Landlord's work pursuant to this Work Letter and Tenant shall
arrange a meeting to coordinate with Landlord prior to any such pre-Substantial
Completion installation. Any such pre-Substantial Completion installation of
furniture, fixtures, and equipment shall be at Tenant's sole risk, and if at any
time such entry shall cause disharmony, impediment, or interference with
Landlord's work, then Tenant's right to enter the Premises prior to Substantial
Completion may be withdrawn by Landlord upon 48 hours' notice to Tenant. Such
access shall at all times
<PAGE>

be subject to the Landlord's rules and regulations regarding such access. If the
parties agree that Tenant will undertake to construct or install some portion of
the Tenant Improvements or retain its own subcontractors to perform any other
work, Tenant shall only use contractor(s), subcontractor(s), or material
supplier(s) first approved by Landlord ("Tenant's Contractors"). Tenant shall be
responsible for obtaining all necessary permits and approvals at Tenant's sole
expense in connection with the work performed by Tenant's Contractors. Tenant
shall advise Tenant's Contractors that no interest of Landlord in the Premises
or Building shall be subject to liens to secure payment of any amount due for
work performed or materials installed in the Premises and that Landlord has
recorded a notice to that effect in the public records of Dade County, Florida.
Landlord shall permit Tenant and Tenant's Contractors to enter the Premises to
accomplish any work as agreed, however, Tenant agrees to insure that Tenant's
Contractors do not impede Landlord's contractor(s) in performance of their
respective tasks. Landlord shall not be liable in any way for any injury, loss,
damage, or delay which may be caused by or arise from such entry by Tenant, its
employees, or Tenant's Contractors, and Tenant agrees to indemnify and hold
harmless Landlord, its agents, and employees from and against any and all costs,
expenses, damage, loss, or liability, including, but not limited to, reasonable
attorneys' fees and costs, which arise out of, is occasioned by, or is in any
way attributable to the work being performed by Tenant's Contractors. Prior to
any work being performed by any Tenant's Contractor, Tenant shall provide to
Landlord certificates of insurance evidencing that Tenant has the required
comprehensive general liability insurance required of Tenant under the Lease, as
well as certificates of insurance in forms and in amounts satisfactory to
Landlord evidencing that each Tenant's Contractor has in effect (and shall
maintain at all times during the course of the work hereunder) workers'
compensation insurance to cover full liability under workers' compensation laws
of the State of Florida with employers' liability coverage and comprehensive
general liability and builder's risk insurance for the hazards of operations,
independent contractors, products and completed operations.

            (d) Tenant shall be responsible for any delay (including associated
costs) in Substantial Completion resulting from any of the following causes:

                  (i) Tenant's failure to timely submit (or submit to Landlord
any proposed modifications or additions to) the plans and specifications, unless
such failure is due to causes beyond Tenant's control (except that delays by
Tenant's architect and/or engineer shall be deemed to be a delay caused by
Tenant); or

                  (ii) Tenant's failure to pay any portion of Tenant's Costs, as
hereinafter defined, when due; or

                  (iii) Tenant's specification of special materials or finishes,
or special installations, which special items cannot be delivered or completed
within Landlord's construction schedule (subject to Landlord's obligation to
give Tenant prior notice of same at the time of such specification); or

                  (iv) any change in the plans and specifications caused by
Tenant once finally approved and accepted by Landlord, even though Landlord may
approve such change (Landlord agrees to estimate the delay to be caused by a
change order, provided Tenant expressly requests such estimate at the time it
requests a change order); or

                  (v) any other delay in Substantial Completion directly
attributable to the negligent or willful acts or omissions of Tenant, its
employees, or agents.

            If any delay caused by Tenant results in or contributes to a delay
in Substantial Completion, then Substantial Completion shall be deemed to have
occurred as of the date Landlord would have otherwise achieved Substantial
Completion, but for Tenant's delay. Landlord will specify in writing to Tenant
the Tenant delay(s) which resulted in or contributed to a delay in Substantial
Completion.

            (e) Landlord's Building-standard specifications for the warehouse
portion and the office portion of the Premises are attached hereto and made a
part hereof as Exhibit "D-1." To the extent that the plans and specifications
reflect that the Tenant Improvements are comprised entirely of Landlord's
Building-standard methods and materials, then Landlord will be responsible to
reimburse Tenant for the fees and costs incurred with respect to preparation of
the plans and specifications. In addition, to the extent that the Tenant
Improvements to the Premises are comprised entirely of Landlord's
Building-standard methods and materials, then Landlord's contractors shall
construct the Tenant Improvements, at Landlord's expense. Any and all
non-Building-standard improvements to the Premises (including, without
limitation, the fees and costs incurred with respect to preparation of the plans
and specifications for the non-Building-standard improvements) will be at
Tenant's expense ("Tenant's Costs"). Tenant's Costs shall be paid to Landlord as
follows:

            (i) Prior to commencement of construction of the Tenant
Improvements, Tenant shall pay Landlord an amount equal to fifty (50%) percent
of the Tenant's Costs, as such amount is then determined by reference to the
Construction Budget.

            (ii) When fifty (50%) of the Tenant Improvements are complete in
accordance with the plans and specifications (as verified in writing by
Landlord's architect), Tenant shall pay Landlord an amount equal to the
remaining unpaid balance of Tenant's Costs, as such amount can then be
reasonably determined by Landlord based on available information.

            (iii) Within ten (10) days following Landlord's submittal to Tenant
of a final accounting of Tenant's Costs, Tenant shall pay Landlord the then
remaining balance of Tenant's Costs, or Landlord shall reimburse Tenant as to
any excess amounts previously paid, as the case may be.

            Tenant's Costs represent a reimbursement of monies expended by
Landlord on Tenant's behalf. Payment when due shall be a condition to Landlord's
continued performance under this Work Letter. Any delay in construction of


                                     -2-
<PAGE>

the Tenant Improvements or in Tenant taking occupancy of the Premises resulting
from Tenant's failure to make any Tenant's Costs payments when due shall be
Tenant's responsibility. Tenant's failure to pay any portion of Tenant's Costs
when due shall constitute a default under the Lease (subject to any applicable
notice requirements or grace periods), entitling Landlord to all of its remedies
thereunder.

            (f) Notwithstanding anything to the contrary contained in paragraph
(e) or Exhibit "D-1," (i) as part of Tenant Costs, Tenant shall be responsible
to pay Seventeen Thousand and No/100 ($17,000.00) Dollars toward the cost to
construct the office space in the Premises in excess of 1,280 square feet, and
(ii) Landlord, at its expense, shall be responsible to install hot water to the
restrooms and the kitchen area in the Premises.

            IN WITNESS WHEREOF, Landlord and Tenant have executed this Work
Letter as of the day and first year above written.

WITNESSES:                          LANDLORD:

                                    AMB INDUSTRIAL INCOME FUND, INC., a
                                    Maryland corporation

                                    By: AMB Institutional Realty Advisors, Inc.,
                                        its authorized agent


/s/ Teri M. George                      By: /s/ Kent D. Greenawalt
------------------------                    --------------------
/s/ [ILLEGIBLE]                                  Kent D. Greenawalt
                                            Its: Asset Manager


                                    TENANT
 
                                    INTELLICELL CORP., a Delaware corporation



/s/ [ILLEGIBLE] V.P. CFO            By: /s/ James E. Bunting
--------------------------              ------------------------------------
/s/ [ILLEGIBLE] V.P. MKTG.          Name: James E. Bunting
--------------------------          Title: Executive Vice President, COO


                                      -3-
<PAGE>

                                  EXHIBIT "D-1"

                         BUILDING-STANDARD IMPROVEMENTS

GENERAL NOTES:

      1. For the purposes of this Work Letter, the rentable area of the
warehouse portion and office portion of the Premises shall be as set forth in
the Lease.

      2. Specifications are intended to denote quality only; the manufacturer or
provider of the items are at the sole discretion of Landlord.

      3. Any changes, additions, deletions, or substitutions shall be at the
sole expense of Tenant. No exchanges or credits are given for quantities
requested that are less than those provided by Landlord.

      4. Where ratios are given, the standard practice will be to round "up"
from 1/2 or greater, and round "down" for less than 1/2.

      5. All above Building-standard items purchased by the Tenant shall meet
minimum state and local codes.

      6. All finish selections (whether Building-standard or above) shall be
completed by Tenant prior to the commencement of construction.

WAREHOUSE AREA IMPROVEMENTS:

      1. DEMISING PARTITIONS: Those walls that separate the rentable space from
one tenant to another. These one (1) hour fire rated walls shall be installed
from floor to underside of roof deck and shall include 6"-18" gauge metal studs
12" o/c with 5/8" type "X" wall board, taped, spackled, and painted white. 1/2"
plywood will be applied at a height of 4' and painted white.

      2. CEILINGS: Exposed joists with shop coat of primer and roofdeck in
unpainted and unfinished condition.

      3. FLOOR: Existing finished and sealed concrete floor.

      4. WAREHOUSE LIGHTING FIXTURES: HID or equal light fixtures as required by
code, one (1) fixture per 1,350 warehouse square feet. Fixtures shall be hung at
roof joist height.

      5. ELECTRICAL OUTLETS: One (1) wall mounted duplex electrical outlet shall
be provided per single bay of warehouse area. The outlet shall be located on the
wall near the dock height doors, in each bay.

      6. LIGHT SWITCHES: One (1) light switch, or minimum to comply with code,
shall be provided, located near the office area.

      7. TELEPHONE OUTLETS: One (1) telephone outlet shall be provided in
warehouse area, located near dock doors.

      8. EXIT LIGHTS: Lighted, wall mounted exit light signs per minimum code
requirements for standard exits. Exit lights for additional above-standard exits
shall be at Tenant's expense.

      9. VENTILATION: Building-standard exhaust fans with no less capacity than
two (2) changes per hour.

      10. PRIMARY ENTRANCE: A single primary entrance shall be provided per the
Building-standard for Premises location. The entrance shall consist of one (1)
storefront entrance, approximately 10' wide by 8' high, and shall include one
(1) 3' x 8' glass door and adjoining glazed side panels. One (1) overhead canopy
shall be provided. Signage shall be subject to Landlord's signage criteria.

      11. SECONDARY ENTRANCE/EXIT: One (1) painted metal rated door and frame
assembly will be installed in the warehouse area to comply with minimum code
requirements. Door shall have heavy duty satin finish stainless steel lockset
with single-sided deadbolt, standard "Exit" sign, and concrete stairs and
handrail to comply with code. Entrance will not be the primary handicap entrance
to the Premises, and will not require sidewalk or handicap ramp.

OFFICE SPACE IMPROVEMENTS:

      1. PARTITIONS:

      (a) Warehouse/Office Partitions: Those walls that separate the office
portion of the Premises from the warehouse. It is assumed that the office will
be located adjacent to one demising wall. Therefore, only two (2)
warehouse/office partitions shall be considered Building-standard. These walls
shall be 3 5/8" - 20 gauge metal studs 24" on center with 5/8" wall board on
each side, taped, spackled, and painted with two (2) coats (minimum) as required
to cover. The height of this wall shall be minimum as required by code.
<PAGE>

      (b) Standard Partitions: Those walls located inside the office portion of
the Premises. It is assumed that 35% of the office is "open" space, or 12 lineal
feet of wall per 100 square feet of the office portion of the Premises. These
walls shall be 2 1/2" - 24 gauge metal studs 24" on center with 5/8" wall board
on each side, taped, spackled, and painted with two (2) coats (minimum) as
required to cover. The height of the walls shall extend to the ceiling grid.

      (c) Toilet walls: Those walls in the restroom areas and shall be 5/8"
water resistant wall board on standard partition studs, taped, spackled, and
painted.

      2. WALL FINISHES:

      (a) All walls shall be painted with two (2) coats flat finish latex paint
as required to cover. All walls shall be painted one (1) color, which color
shall be selected by Tenant from Building-standard color chart.

      (b) Toilet walls shall be painted with epoxy high gloss paint to comply
with building code. Color shall be standard white.

      (c) Vinyl base shall be standard 4" cove vinyl wall base. The base shall
be one (1) color, to be selected by Tenant from Building-standard.

      3. FLOOR COVERING:

      (a) General office areas shall be 12" x 12" vinyl composition tile (VCT)
or 28 oz. textured nylon loop carpet glued down to existing concrete floor slab
as selected by Tenant from Building-standard.

      (b) Storage, telephone, and lounge areas shall be VCT selected by Tenant
from Building-standard.

      (c) Toilet rooms shall be 12" x 12" VCT as selected by Tenant from
Building-standard. Should a janitorial room be added by Tenant, the floor
covering shall be the same as the toilet rooms.

      4. DOORS, FRAMES, AND HARDWARE:

      (a) Single swing 6' - 8" x 3' - 0", paint grade, pre-hung hollow core wood
doors and wood frames shall be provided assuming 35% open office space, or
approximately 1 door per 300 square feet of office space. Finish will be two (2)
coats of semi-gloss paint, as selected by Tenant from Building-standard, one (1)
coat throughout.

      (b) One (1) 6' - 8" x 3' - 0", paint grade wood, pre-hung solid core door
with wood frame shall be provided from office to warehouse.

      (c) Hardware included shall be a satin finish stainless steel lever
passage set (not lockable), one pair of standard steel butt hinges, and a floor
mounted standard steel door stop for every standard interior door. Locksets are
not provided as a standard.

      5. WINDOW COVERING:

      (a) White 2" PVC solid vertical blinds. Blinds shall be mounted in exposed
aluminum track and will be retractable.

      6. CEILINGS:

      (a) Entire office portion of the Premises shall be 2' x 4' x 5/8" fissured
flush lay-in acoustical ceiling tile such as Armstrong Minaboard Designer
Fissured #755B (or equal), to be installed in 1" white suspended ceiling grid,
9' - 0" above finish floor.

      7. PLUMBING:

      (a) Sprinkler heads to be semi-concealed with a chrome finish. Sprinkler
design to comply with minimum code requirements for standard office buildout.

      (b) A minimum number of restroom(s) shall be provided per current South
Florida Building Code. Each restroom shall have one (1) wall hung lavatory
china, one (1) mirror, one (1) water closet, and accessories. All toilet
fixtures and accessories to be Building-standard, and installed per Americans
with Disabilities guidelines as of the date of the Lease. If more than one
restroom is required by code, they shall be located adjacent to one another. Hot
water is not provided as a standard.

      (c) One (1) metal utility sink shall be provided in the warehouse. The
location of the sink shall be on the warehouse/office partition, within ten (10)
feet of the plumbing stack in the toilet rooms. Any location beyond the 10' is
not considered a standard. The sink shall not be enclosed in a closet or a room.
<PAGE>

      8. CABINETS, CABINETRY:

      (a) One (1) 2' x 4' lower "kitchen" cabinet with a fixed single shelf and
laminated counter top shall be provided. The counter top shall include a 4"
backsplash, with mica selection from Building-standard. A single 12" x 18"
stainless steel sink with cold water only shall be provided integral with the
cabinet. The cabinet shall be located so that the plumbing wall shall be shared
with the restroom(s). Hot water is not provided as a standard.

      9. LIGHTING:

      (a) Fluorescent light fixtures shall be 2' x 4' Lithonia 2SP-332-A 12/120V
- GLR/ES - with 3 lamps at 32 watts (3-F32) or equal, color white, with acrylic
lens. One (1) fixture shall be provided for every 85 square feet of office
space.

      (b) One light switch shall be provided for every 300 square feet of office
space. Switches shall be Leviton Single Pole or equal commercial grade, 20 amps,
color white.

      (c) Emergency/Exit shall be minimum per code for minimum required
entrances only. Exit signs provided for entrances not required by code shall be
at Tenant's expense.

      10. ELECTRICAL & COMMUNICATIONS:

      (a) One duplex electrical outlet shall be provided for every 125 square
feet of office space. Outlets shall be Leviton Single Pole or equal commercial
grade, 20 amps, color white.

      (b) One telephone wall outlet shall be provided for every 200 square feet
of office space. Telephone outlet shall consist of a utility box with "pull
string" only. Conduit shall extend 6" above acoustical ceiling. Telephone wiring
and outlet wall plates shall be provided by Tenant at its expense.

      (c) A 4' x 4' telephone equipment "mounting board" painted the same color
as the wall shall be provided with a single duplex outlet. If a dedicated
circuit is required, it shall be at Tenant's expense.

      11. HVAC:

      (a) Only the office portion of the Premises shall be air conditioned,
through Building-standard packaged rooftop A/C units, approximately one (1) ton
per 300 square feet of office space. Supply and return air grills shall be 2' x
2' lay in type Building-standard.

      12. EXTERIOR WINDOWS:

      (a) Exterior windows as shown on building plans are considered
Building-standard. Any additional windows or doors added to Building are
considered an expense to the Tenant, including but not limited to all window
coverings, hardware, concrete, and landscaping.
<PAGE>

                             RIDER NUMBER 1 TO LEASE

                                Intellicell Corp.

                                 OPTION TO RENEW

      A. Landlord hereby grants Tenant the option to renew (the "Renewal
Option") the initial Term (not to include, for purposes of this Rider only, the
Renewal Term, as hereinafter defined) for one (1) additional term of sixty (60)
months (the "Renewal Term"), commencing as of the date immediately following the
expiration of the Term, such option to be subject to the covenants and
conditions hereinafter set forth in this Rider.

      B. Tenant shall give Landlord written notice (the "Renewal Notice") of
Tenant's election to exercise its Renewal Option not later than one hundred
eighty (180) days prior to the expiration of the initial term of the Lease;
provided that Tenant's failure to give the Renewal Notice by said date, whether
due to Tenant's oversight or failure to cure any existing defaults or otherwise,
shall render the Renewal Option null and void.

      C. Tenant shall not be permitted to exercise the Renewal Option at any
time during which Tenant is in default under the Lease, subject to applicable
notice and grace periods (if any). If Tenant fails to cure any default under the
Lease prior to the commencement of the Renewal Term, subject to applicable
notice and grace periods, the Renewal Term shall be immediately cancelled,
unless Landlord elects to waive such default, and Tenant shall forthwith deliver
possession of the Premises to Landlord as of the expiration or earlier
termination of the then-current term of the Lease.

      D. Tenant shall be deemed to have accepted the Premises in "as-is"
condition as of the commencement of the Renewal Term, subject to any other
repair and maintenance obligations of Landlord under the Lease, it being
understood and agreed that Landlord shall have no additional obligation to
renovate or remodel the Premises or any portion of the Building as a result of
Tenant's renewal of the Lease.

      E. The covenants and conditions of the Lease in force during the original
Term, as the same may be modified from time to time, shall continue to be in
effect during the Renewal Term, except as follows:

            (1) The "Commencement Date" for the purpose of the Lease shall be
the first day of the Renewal Term.

            (2) The Minimum Rent for the Renewal Term shall be an amount equal
to the then Fair Market Rental Value of the Premises. "Fair Market Rental Value"
of the Premises shall be an amount determined by Landlord on the basis of the
then-prevailing market rental rate for industrial space comparable to the
Premises as reflected in one or more leases executed by Landlord with new
tenants of the Building within the twelve-month period immediately preceding
commencement of the Renewal Term. If Landlord has not executed any lease with
new tenants within said twelve-month period, the new prevailing market rental
rate determination shall be based on new leases for premises comparable to the
Premises herein, as executed within said twelve-month period by owners of other
industrial properties located in west Dade County, Florida. However, in no event
shall Minimum Rent for any year of the Renewal Term be less than the amount of
Minimum Rent for the immediately prior year.

            (3) Following expiration of the Renewal Term as provided herein,
Tenant shall have no further right to renew or extend the Lease.

      F. Tenant's option to renew the Lease shall not be transferable by Tenant,
except in conjunction with a permissible Transfer in accordance with the
applicable provisions of the Lease.
<PAGE>

                     NOTICE REQUIRED BY CHAPTER 88-285, LAWS
                                   OF FLORIDA

            Chapter 88-285, Laws of Florida, requires the following notice to be
provided with respect to the contract for sale and purchase of any building, or
a rental agreement for any building:

            "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."

                                          INTELLICELL CORP., a Delaware
                                          corporation



                                          By: /s/ James E. Bunting
                                              ---------------------------------
                                          Name: James E. Bunting
                                          Title: EXECUTIVE VICE PRESIDENT, COO

                                          Date: 7/14/97


                           RECEIPT OF SIGNAGE CRITERIA

            Pursuant to that certain Lease entered into between the undersigned
Tenant and AMB Industrial Income Fund, Inc. ("Landlord"), the undersigned, by
its execution below, hereby acknowledges receipt of Landlord's signage criteria
as such criteria exists on the date hereof.

                                          INTELLICELL CORP., a Delaware
                                          corporation


                                          By: /s/ James E. Bunting
                                              ---------------------------------
                                          Name: James E. Bunting
                                          Title: EXECUTIVE VICE PRESIDENT, COO

                                          Date: 7/14/97
<PAGE>

V. SIGNAGE STANDARDS

A. ALLOWABLE SIGNS

      1.    All User/Tenants will be allowed a primary User/Tenant I.D. sign on
            each building elevation facing a street consisting of the company
            name and corporate logo only (Sign Type A), located in the
            designated sign band of the specific building where the User/Tenant
            is utilizing space. The User/Tenant's sign may not exceed 3/5 of the
            allowable height of the sign band (Example: 5'-0" H sign band or
            3'-0" sign and 1'-0" space top and bottom). (See Exhibit A-1 to
            A-3.)

      2.    The size of the allowed Tenant I.D sign (Sign Type A) will be
            determined by the amount of space the Tenant leases as follows: All
            signage shall be surface mounted and shall be located on building
            entrance features such as s towers or sign-walls, or within a
            signage banked area located at the top of the building parapet,
            based upon 1-1/2", height per 1" of height of the principal building
            facade. Building User/Tenant signage shall be a maximum length of
            3O' for a single half acre user or a two bay Tenant. There will be a
            maximum allowable increment of 10' of length of signage per acre of
            land or two bay lease areas to a maximum of 60' of total length per
            user/tenant.

      3.    No sign shall exceed 3'-0" in overall height or (see Exhibit A) the
            exact location for any Tenant signs must be approved by the Owner
            prior to any fabrication or installation of signs. A side setback of
            3'-0" from Tenant side lease line with adjacent Tenants' must be
            observed.

      4.    Methods of fabrication for Sign Type A are shown in Exhibit B. (It
            consists of four possible ways to manufacture illuminated of
            non-0illuminaged signs as the primary Tenant I.D.

            a.    Non-illuminated aluminum or intra (PVC Board) 1" thick letter,
                  pin mounted on spacers 1/2" off the face of the building.

            b.    Non-illuminated reverse channel type letters.

            c.    Illuminated channel letters.

            d.    Illuminated reverse channel letters.

            All details shown in Exhibit B must be followed by the sign
            fabricator. No exceptions or substitution will be allowed.

      5.    Each Tenant space shall have a postal I.D. number at the front
            entrance designed, fabricated and installed by the Owner. It shall
            not be removed or relocated.

      6.    In addition to Sign Type A, each User/Tenant will be allowed one
            Sign Type B which consists of a 2'-0"H x 2'-O"W max. area on the
            front glass next to the entry door. The sign may be applied to the
            glass by silkscreening printing or by computer generated vinyl die
            cut letters. The corporate logo, corporate name, business hours,
            etc., may appear in this sign. (Exhibit A1-A3)
<PAGE>

      7.    In addition to the Sign Type A & B, the Tenant will be allowed one
            Sign Type C located on one rear "main door" at the loading dock
            area. The sign shall be located on the door in an area l'-6"H x
            l'-6"W max. centered on the door 5'-6" from top of sign to floor.
            This sign must be made from computer generated vinyl die cut
            letters. (Exhibit D).

      8.    All signs must be permitted by the Tenants' sign fabricator through
            the normal Dade County Sign code procedure prior to fabrication and
            installation, and a copy of the sign permit must be given to the
            Owner before installation, along with a copy of sign manufacturer's
            permit shop drawings.

      9.    A Tenant may identify his loading dock doors with a 9" high, 1/2"
            thick aluminum cut out postal address numbers (Sign Type D), painted
            black (Exhibit C). No other signs allowed in this area except at
            main door. (Exhibit D.)

B. TEMPORARY MARKETING SIGNS

      1.    Signs used to identify a site or building for sale or lease must be
            of a format compatible to the Beacon Industrial Park Signage format.

      2.    No sign shall be taller than 8' from grade. All signs shall be 4'
            wide by 8' 6" high framed with 4"x4" support posts to meet all local
            and building zoning codes.

      3.    The back of sign shall be totally enclosed with a finished sheet of
            plywood. Front face sides, top and back shall be painted the same
            colors. Colors to match Beacon Industrial Park standard signs.

C. GENERAL NOTES

      1.    A tenant at Beacon Industrial Park shall be defined as any occupant
            of a building/facility, located within the Beacon Industrial Park,
            whether Owner occupied of leased to a third party.

      2.    All building/Tenant signage shall be designed in accordance with
            Metro Dade County regulations and the Park's Development Guidelines.

      3.    No fluorescent light box type signs allowed.

      4.    Owner must approve all signs for Tenant space prior to fabrication
            and installation. Final location of any sign will be determined
            solely with Owner approval.

      5.    Tenant must use Owner approved sign company at Tenant's expense for
            all sign needs, to ensure quality and conformity. (A list of
            approved sign fabricators is available)

      6.    Tenant must use Owner approved sign designer when applicable at
            Tenant's sole expense.

      7.    Tenant to supply Camera Ready Artwork for any logos to be used,
            including color specifications and designations using the
            PMS-Pantone Matching System. All colors to be approved by Owner
            and/or his design consultant prior to any fabrication.

      8.    Electricity for signs and hookup for electrical signs is at sole
            cost of Tenant. Tenant must use Owner approved contractor for this
            work.
<PAGE>

                               [GRAPHIC OMITTED]

                     (Tenant Primary I.D. Signage - 2 Bays)

                                                                     EXHIBIT A-1
                                                                         6/10/94
<PAGE>

                                [GRAPHIC OMITTED]

                                   (Illegible)

                                                                     EXHIBIT A-2
<PAGE>

                                [GRAPHIC OMITTED]

                                   (Illegible)


                                                                     EXHIBIT A-3
<PAGE>

                                [GRAPHIC OMITTED]

                                   (Illegible)


                                                                       EXHIBIT B
<PAGE>

                                [GRAPHIC OMITTED]

                       (Typical Tenant Loading Dock Door)


                                                                       EXHIBIT C
                                                                         6/10/94
<PAGE>

                                [GRAPHIC OMITTED]

  (TYPICAL TENANT MAN DOOR @ WAREHOUSE/FLEX SPACE; ONLY ONE DOOR SIGN ALLOWED)


                                                                       EXHIBIT D
                                                                         6/10/94
<PAGE>

                             TENANT'S ACKNOWLEDGMENT

This Tenant's Acknowledgment is made as of December 19, 1997, with reference to
that certain Second Addendum to Lease (herein refereed to as the "Lease"), dated
July 18, 1997 between AMB industrial Income Fund, Inc., a Maryland corporation
(the "Landlord") and Intellicell Corporation, a Delaware corporation (the
"Tenant") pursuant to which Tenant leased from Landlord those certain Premises,
as defined in the Lease, located in the Beacon Industrial Park, Miami, Florida.

                    The Tenant hereby confirms the following:

      (i)   The Commencement Date, as defined in the Lease is October 28, 1997,
            and the Expiration Date, as defined in the Lease is December 27,
            2002.

      (ii)  All of Landlord's work, as defined in that certain Work Letter
            Agreement between Landlord and Tenant, attached in the lease as
            Exhibit "D" (the Work Letter) has been completed in accordance with
            the Work Letter and Landlord shall have no further obligation to
            furnish, render, or supply any work, labor, service, material,
            fixture(s), equipment, or decoration to render the Premises, as
            defined in the Lease, ready for Tenant's occupancy.


WlTNESSES:                                TENANT:


                                          Intellicell, Corp, a
                                          Delaware Corporation


                                          By: [Illegible]
                                              -----------------------------