<PAGE>


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                                  OFFICE LEASE



                  "NEW WORLD TOWER" - 100 N. BISCAYNE BOULEVARD



                                    LANDLORD:



         NWT PARTNERS, LTD. SUCCESSORS IN INTEREST TO PEOPLES SOUTHWEST
                        REAL ESTATE LIMITED PARTNERSHIP





                                     TENANT:



                          STAR TELECOMMUNICATIONS, INC.





                                    PREMISES:



                                   SUITE 2000


--------------------------------------------------------------------------------


<PAGE>


                                BASIC TERM SHEET

                                  OFFICE LEASE

                  "NEW WORLD TOWER" - 100 N. BISCAYNE BOULEVARD

The following provisions and terms are incorporated as Sections 1.2 and 1.3 in
the Lease between Landlord and Tenant.

         1.1.1 -           LANDLORD:      NWT Partners, Ltd., successors in
                                          interest to Peoples Southwest Real
                                          Estate Limited Partnership

         1.1.2 -           TENANT:        Star Telecommunications Inc., a
                                          Delaware corporation authorized to do
                                          business in Florida

         1.1.3 -           BUILDING:      100 N. Biscayne Blvd.
                                          Miami, Florida 33132
                                          which is currently known as New World
                                          Tower and which includes the adjacent
                                          parking garage.

         1.1.4 -           PREMISES:      Suite 2000, having a gross leasable
                                          area measured in accordance with
                                          Section 1.4.

         1.1.5 -           USE OF PREMISES: general offices, telecommunications
                           or Internet switch facility and other uses consistent
                           therewith, subject to reasonable rules and
                           requirements of Landlord in regard to such switch.

         1.1.6 -           TENANT'S TRADE NAME: N/A

         1.1.7 -           LEASE TERM:  ten (10) year(s) from the Lease
                           Commencement Date, unless otherwise extended or
                           shortened (if the Lease Commencement Date is other
                           than the first day of a calendar month, the first,
                           partial month shall be added to the following twelve
                           months to comprise the first year of the Lease Term).

         1.1.8 -           LEASE COMMENCEMENT DATE (SECTION 1.6) ):  earlier of
                           (a) October 1, 1997, or (b) date of Substantial
                           Completion of Tenant's Initial Improvements. LEASE
                           EXPIRATION DATE   (SECTION 1.6): Ten (10) years from
                           the Lease Commencement Date.

         1.1.9 -           RENT COMMENCEMENT DATE (SECTION 1.7): the Lease
                           Commencement Date

         1.1.10 -          FIXED MINIMUM RENT (SECTION 2.1): the aggregate sum
                           of $2,126,250.00 for the entire Lease Term (plus any
                           partial Lease month), payable the first of each
                           month as follows, plus all applicable taxes:
<TABLE>
<CAPTION>
First Lease Year
<S>                             <C>                         <C>                               <C>
(plus any partial month)        $18.00                      $189,000.00  /yr                  15,750.00  /mo
Second Lease Year               $18.50                      $194,250.00  /yr                  16,187.50  /mo
Third Lease Year                $19.00                      $199,500.00  /yr                  16,625.00  /mo
Fourth Lease Year               $19.50                      $204,750.00  /yr                  17,062.50  /mo
Fifth Lease Year                $20.00                      $210,000.00  /yr                  17,500.00  /mo
Sixth Lease Year                $20.50                      $215,250.00  /yr                  17,937.50  /mo
Seventh Lease Year              $21.00                      $220,500.00  /yr                  18,375.00  /mo
Eighth Lease Year               $21.50                      $225,750.00  /yr                  18,812.50  /mo
Ninth Lease Year                $22.00                      $231,000.00  /yr                  19,250.00  /mo
Tenth Lease Year                $22.50                      $236,250.00  /yr                  19,687.50  /mo
                                                            ----------
Total                                                     $2,126,250.00
</TABLE>


                               ------------------------/-----------------------
                                     LANDLORD                 TENANT

<PAGE>

         1.1.11       -    Fixed Minimum Rent Increase(s)-CPI N/A
                           Adjustment Dates (Section 2.2):N/A
                           Basic Standard (Base Month):N/A

         1.1.12       -    Construction Plans Submission Date:___________

         1.1.13       -    Landlord's Contribution: $12.00 per square foot. Upon
                           the execution of this Lease, the parties shall
                           establish a checking account in the SunTrust Bank,
                           1111 Lincoln Road, Miami Beach, Florida Branch for
                           the purpose of paying for Tenant's Initial
                           Improvements, and Tenant shall deposit therein the
                           sum of $20,000.00 and Landlord shall deposit therein
                           the sum of $10,000.00. Such bank account (the
                           "Improvements Payment Account") shall require two
                           signatures on each check. One signatory shall be a
                           nominee of Landlord and one signatory shall be a
                           nominee of Tenant. The details shall be as set forth
                           in Section 5.3 of this Lease.

         1.1.14       -    Security Deposit (Section 10.1): $ 25,000.00

         1.1.15       -    Tenant's Participation In Operating Expenses and
                           Taxes (Section 4.1):
                           Proportionate Share:  4%
                           Base Operating Year: 1997; Base Tax Year: 1997
                           First Operating Expense Adjustment Payment Date:
                           First anniversary of Lease Commencement Date.
                           First Tax Adjustment Payment Date: First anniversary
                           of Lease Commencement Date.

         1.1.1.16          Addresses for Notices (Section 12.1)

             Tenant:       Star Telecommunications, Inc.
                           233 E. De La Guerra Street
                           Santa Barbara, CA 93101
                           Attention: Keely Cormir

                           With a copy to:
                           David Reese, Esq.
                           Seed, Mackall & Cole, LLP
                           1332 Anacapa Street, Suite 200
                           Santa Barbara, CA 93111



                                          and after the Lease Commencement Date,
                                          the Premises, too

                           Landlord:      NWT Partners, Ltd., a Florida
                                          Limited Partnership
                                          1111 Lincoln Road
                                          Suite 800
                                          Miami Beach, Florida  33139
                                          Attn.:  David Garfinkle

                           With a copy to:

                                          Building Manager
                                          New World Tower
                                          100 N. Biscayne Blvd.
                                          Miami, FL   33132

         1.1.17       -    Guarantors: N/A

         1.1.18       -    Additional Terms:

                           PARKING: Tenant shall have the right (but no
                           obligation to use) six (6) parking spaces in the
                           Building parking facilities, at the then-standard
                           rate for the parking in such facilities. The rate at
                           the time of execution of this instrument is $85.00
                           per space per month, plus applicable taxes. Tenant
                           may elect, by notice duly given to Landlord, to
                           reduce the number of spaces which it


                               ------------------------/-----------------------
                                     LANDLORD                 TENANT

<PAGE>

                           is allotted but, if it does so, Landlord shall not be
                           obligated to increase the number of spaces in the
                           future.

                           MOVING EXPENSE: Tenant shall have the right to engage
                           a moving company of its choice for moving furniture,
                           telephone systems, equipment, supplies and other
                           tangible personal property into or out of the
                           Premises at the beginning of the initial Lease Term
                           and the termination of the Lease; in connection with
                           such moving in of equipment, Landlord shall provide
                           Tenant free access to the freight elevator for all of
                           the equipment of Tenant at reasonable times, not to
                           conflict with other tenants' uses.

                           ASSIGNMENT: Tenant may assign this Lease or sublet
                           all or part of the Premises to an affiliated entity
                           without Landlord's prior written approval, provided
                           it delivers evidence of the assignment or sublease to
                           Landlord. Tenant may not assign or sublet all or any
                           part of the Premises to unaffiliated third parties
                           without the Landlord's prior written consent, which
                           consent shall not be unreasonably withheld or
                           delayed. If Tenant requests Landlord's consent to
                           assignment or subletting to an unaffiliated third
                           party, Landlord shall not have a right to recapture
                           the Premises. Landlord shall be entitled to fifty
                           percent (50%) of Tenant's profits (after payment of
                           reasonable transaction expenses) from subleases or
                           assignments to third parties. For the purposes of
                           this Lease, "an affiliate" or "an affiliated entity"
                           shall mean any party which is controlled by,
                           controlling or under common control with Tenant and
                           where the term control has the meaning attached to it
                           under the Internal Revenue Code.

                           SIGNAGE: In the event that Tenant lease the entire
                           20th floor, Tenant may install its logo or other
                           reasonable signage on the walls of the elevator lobby
                           on the 20th floor and on the entrance doors to the
                           space under lease by Tenant, subject to Landlord's
                           prior approval which shall not be unreasonably
                           withheld.

                           SEE RIDER

         1.2          -    Exhibit A - Legal Description
                           Exhibit B - Site Plan
                           Exhibit C - Rules and Regulations
                           RIDER AND EXHIBIT A, EQUIPMENT AND OPERATING RIGHTS.


                               ------------------------/-----------------------
                                     LANDLORD                 TENANT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                        PAGE
<S>               <C>                                                                                   <C>
                                    ARTICLE I

                  LANDLORD COVENANTS; PRIMARY LEASE PROVISIONS;
                    EXHIBITS; PREMISES; USE OF PREMISES; TERM
Section 1.1         COVENANTS OF LANDLORD'S AUTHORITY AND QUIET ENJOYMENT................................1
Section 1.2         PRIMARY LEASE PROVISIONS.............................................................1
Section 1.3         EXHIBITS.............................................................................1
Section 1.4         PREMISES LEASED BY TENANT............................................................1
Section 1.5         USE OF PREMISES......................................................................1
Section 1.6         LEASE TERM...........................................................................1
Section 1.7         RENT COMMENCEMENT DATE...............................................................2
Section 1.8         LEASE YEAR...........................................................................2
Section 1.9         ACCEPTANCE OF PREMISES...............................................................2

                                   ARTICLE II

                                      RENT

Section 2.1         FIXED MINIMUM RENT...................................................................2
Section 2.2         FIXED MINIMUM RENT INCREASE..........................................................2
Section 2.3         LATE PAYMENT ADMINISTRATIVE FEE......................................................2
Section 2.4         ADDITIONAL RENT - DEFINITION.........................................................3
Section 2.5         SALES TAX............................................................................3

                                   ARTICLE III

                                    SERVICES

Section 3.1         SERVICES OF LANDLORD.................................................................3
Section 3.2         SERVICES OF TENANT...................................................................4
Section 3.3         NO EVICTION..........................................................................4
Section 3.4         SECURITY.............................................................................5
Section 3.5         PARKING..............................................................................5

                                   ARTICLE IV

                          OPERATING EXPENSES AND TAXES

Section 4.1         TENANT'S PARTICIPATION IN OPERATING EXPENSES AND TAXES...............................5
Section 4.2         DEFINITION OF OPERATING EXPENSES.....................................................6
Section 4.3         TENANT'S TAXES.......................................................................7
Section 4.4         TAXES INCLUDED.......................................................................7
Section 4.5         RECEIPT OF NOTICES...................................................................7

                                    ARTICLE V

                          TENANT'S INITIAL IMPROVEMENTS

Section 5.1         CONSTRUCTION PLANS...................................................................7
Section 5.2         PLANS REVIEW.........................................................................9
Section 5.3         PAYMENT..............................................................................9
Section 5.4         TENANT DELAY........................................................................10
Section 5.5         SUBSTANTIAL COMPLETION..............................................................10
Section 5.6         EARLY OCCUPANCY.....................................................................10
Section 5.7         REVISIONS...........................................................................11
Section 5.8         COMPLETION DUE DILIGENCE............................................................11


                                                          ------------------------/-----------------------
                                                                 LANDLORD                TENANT


                                     (i)

<PAGE>

                                   ARTICLE VI

                    ADDITIONS, ALTERATIONS, REPLACEMENTS, AND TRADE FIXTURES

Section 6.1         BY LANDLORD.........................................................................12
Section 6.2         BY TENANT...........................................................................12
Section 6.3         CONSTRUCTION INSURANCE AND INDEMNITY................................................13
Section 6.4         MECHANIC'S LIENS AND ADDITIONAL CONSTRUCTION........................................13
Section 6.5         TRADE FIXTURES......................................................................14
Section 6.6         RIGHT OF ENTRY......................................................................15

                                   ARTICLE VII

                             INSURANCE AND INDEMNITY

Section 7.1         TENANT'S INSURANCE..................................................................15
Section 7.2         EXTRA HAZARD INSURANCE PREMIUMS.....................................................16
Section 7.3         INDEMNITY...........................................................................17

                                  ARTICLE VIII

                      DAMAGE, DESTRUCTION AND CONDEMNATION

Section 8.1         DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY.....................................17
Section 8.2         CONDEMNATION........................................................................18

                                   ARTICLE IX

                                DEFAULT, REMEDIES

Section 9.1         DEFAULT.............................................................................19
Section 9.2         REMEDIES............................................................................20
Section 9.3         TERMINATION.........................................................................20
Section 9.4         NO REINSTATEMENT AFTER TERMINATION..................................................20
Section 9.5         RETENTION OF SUMS AFTER TERMINATION.................................................21
Section 9.6         RE-ENTRY............................................................................21
Section 9.7         SUMS COLLECTED UPON RELETTING.......................................................22
Section 9.8         NO EFFECT ON SUIT...................................................................22
Section 9.9         WAIVER OF RIGHTS OF REDEMPTION......................................................22
Section 9.10        USE OF WORD "RE-ENTRY"..............................................................22
Section 9.11        LANDLORD'S RIGHT TO CURE TENANT'S DEFAULTS..........................................22
Section 9.12        LANDLORD'S EXPENSES.................................................................23

                                    ARTICLE X

                                    SECURITY

Section 10.1        SECURITY DEPOSIT....................................................................23
Section 10.2        PERSONAL PROPERTY...................................................................24

                                   ARTICLE XI

                          ADDITIONAL TENANT AGREEMENTS

Section 11.1        MORTGAGE FINANCING AND SUBORDINATION................................................24
Section 11.2        ASSIGNMENT OR SUBLETTING............................................................24
Section 11.3        TENANT'S NOTICE TO LANDLORD OF DEFAULT..............................................25
Section 11.4        SHORT FORM LEASE....................................................................25
Section 11.5        SURRENDER OF PREMISES AND HOLDING OVER..............................................25
Section 11.6        ESTOPPEL CERTIFICATE................................................................25
Section 11.7        DELAY OF POSSESSION.................................................................25
Section 11.8        COMPLIANCE WITH LAW.................................................................25
Section 11.9        RULES AND REGULATIONS...............................................................27
Section 11.10       ABANDONMENT.........................................................................28
Section 11.11       LANDLORD'S LIEN.....................................................................28


                                     (ii)


                                                          ------------------------/-----------------------
                                                                 LANDLORD                TENANT

<PAGE>

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.1        NOTICES.............................................................................28
Section 12.2        ENTIRE AND BINDING AGREEMENT........................................................28
Section 12.3        PROVISIONS SEVERABLE................................................................28
Section 12.4        CAPTIONS............................................................................28
Section 12.5        RELATIONSHIP OF THE PARTIES.........................................................28
Section 12.6        ACCORD AND SATISFACTION.............................................................29
Section 12.7        BROKER'S COMMISSION.................................................................29
Section 12.8        CORPORATE AND PARTNERSHIP STATUS....................................................29
Section 12.9        MISCELLANEOUS.......................................................................29
Section 12.10       FINANCIAL STATEMENTS................................................................30
Section 12.11       RELOCATION..........................................................................31
Section 12.12       NON-WAIVER PROVISIONS...............................................................31
Section 12.13       RADON GAS...........................................................................31




                                                          ------------------------/-----------------------
                                                                 LANDLORD                TENANT
</TABLE>


                                    (iii)

<PAGE>



                                  OFFICE LEASE

                  "NEW WORLD TOWER" - 100 N. BISCAYNE BOULEVARD

         THIS LEASE ("Lease") is made and entered into as of this ___________
day of _______________________________, 19__ by and between Landlord and Tenant.

     Landlord demises and rents to Tenant, and Tenant leases from Landlord,
the Premises now existing in Landlord's Building, upon the terms, covenants
and conditions contained herein.

                                    ARTICLE I

                  LANDLORD COVENANTS; PRIMARY LEASE PROVISIONS;
                    EXHIBITS; PREMISES; USE OF PREMISES; TERM

     Section 1.1       COVENANTS OF LANDLORD'S AUTHORITY AND QUIET ENJOYMENT.

     Landlord represents and covenants that (a) prior to commencement of the
Lease Term, it has good title to the land and Building of which the Premises
form a part, and (b) upon performing all of its obligations under this Lease,
Tenant shall peacefully and quietly have, hold and enjoy the Premises for the
Lease Term.

     Section 1.2       PRIMARY LEASE PROVISIONS.

     The provisions and terms of Sections 1.2.1 through 1.2.18 of the Basic
Term Sheet are incorporated in this Lease as a part of this Section 1.2, and
are subject to the additional provisions of this Lease.

     Section 1.3       EXHIBITS.

     The exhibits, riders and attachments described on the Basic Term Sheet
are incorporated in and made part of this Lease as part of this Section 1.3.

     Section 1.4       PREMISES LEASED BY TENANT.

          1.4.1 The Premises are leased by Tenant from Landlord. The
approximate boundaries and location of the Premises are outlined on the Site
Plan diagram of the Building (Exhibit "B"), which sets forth the general
layout of the Building but which shall not be deemed to be a warranty,
representation, or agreement upon the part of the Landlord that the Building
and layout will be exactly as indicated on said diagram.

          1.4.2 The portion of the Building to be leased by Tenant. shall be
measured upon substantial completion of the Tenant's Initial Improvements
using the American Standard Z65.1-1996 as published by the Building Owners
and Managers Association International to determine the precise square
footage of the Premises. Within ten (10) days following completion of such
measurements, Landlord and Tenant shall complete and initial an addendum
stating the total number of square feet in the Premises, the total square
footage of the Building, and the Tenant's percentages of the Building and the
Common Area.

     Section 1.5       USE OF PREMISES.

     The Premises shall be used and occupied only for the Use specified in
the Basic Term Sheet, and for no other purpose or purposes without Landlord's
prior written consent, which consent shall not be unreasonably withheld,
delayed or conditioned. Tenant shall, at its own risk and expense, obtain all
governmental licenses and permits necessary for such use.

     Section 1.6       LEASE TERM.


                                            ---------------/-------------------
                                              LANDLORD          TENANT
<PAGE>

     The Lease Commencement Date, the Lease Term and the Lease Termination
Date shall be for the period specified in the Basic Term Sheet, unless sooner
terminated or extended as provided in this Lease.

     Section 1.7       RENT COMMENCEMENT DATE.

     Tenant shall commence payment of Rent at the earlier of (a) the date
specified in the Basic Term Sheet, or (b) the date when Tenant shall occupy
the Premises for business; the Rent Commencement Date shall be specified by
both parties in writing no later than five (5) days after Tenant opens for
business, upon request of either party. If the Rent Commencement Date falls
on a day other than the first day of a calendar month, the Fixed Minimum Rent
for such month shall be prorated on a per diem basis, calculated on the basis
of a thirty (30) day month.

     Section 1.8       LEASE YEAR.

     For purpose of this Lease, the term "Lease Year" is defined to mean a
calendar year (beginning January 1 and extending through December 31 of any
given year). Any portion of a year which is less than a Lease Year, that is,
from the Lease Commencement Date through the next December 31, and from the
last January 1 falling within the Lease Term through the last day of the
Lease Term, shall be defined as a Partial Lease Year.

                                   ARTICLE II

                                      RENT

     Section 2.1       FIXED MINIMUM RENT.

          2.1.1 The total Fixed Minimum Rent for the Lease Term as specified
in the Basic Term Sheet shall be payable by Tenant as specified in the Basic
Term Sheet.

          2.1.2 The phrase "Fixed Minimum Rent" shall be the Fixed Minimum
Rent specified above, payable monthly in advance on the first day of each
month, without prior demand therefor and without any deduction or setoff
whatsoever. Tenant reserves the right to make payment under protest if any
charges are in dispute. In addition, Tenant covenants and agrees to pay
Landlord all applicable sales or other taxes which may be imposed on the
above specified rents or payments hereinafter provided for to be received by
Landlord when each such payment is made.

     Section 2.2       Intentionally left blank.

     Section 2.2       LATE PAYMENT ADMINISTRATIVE FEE.

     If a Rent payment is not received within five (5) days after its due
date, administrative fees and late charges of $50.00, plus an ongoing charge
of 18% (annual rate, which shall accrue on the unpaid Rent including
Additional Rent) shall become immediately due and payable from Tenant to
Landlord, without notice or demand. This provision for administrative fees
and late charges is not, and shall not be deemed, a grace period. In the
event any check, bank draft or negotiable instrument given for any payment
under this Lease shall be dishonored at any time for any reason whatsoever
not attributable to Landlord, Landlord shall be entitled, in addition to any
other remedy that may be available, to an administrative charge of Two
Hundred Dollars ($200.00). Such administrative fees and late charges are
neither penalties nor interest charges, but liquidated damages to defray
administrative, collection, and related expenses due to Tenant's invalid
payment or to Tenant's failure to make such Rent payment when due. An
additional administrative fee and late charge shall become immediately due
and payable on the first day of each month for which all or a portion of a
Rent payment (together with any administrative fee and late charge) remains
unpaid. Landlord, at its option, may deduct any such charge from any Security
Deposit held by Landlord and, in such event, Tenant shall immediately deposit
a like amount with Landlord in accordance with the terms


                                     - 2 -


                                            ---------------/-------------------
                                              LANDLORD          TENANT

<PAGE>

of Section 10.1. All sums which Tenant shall be obligated to pay to Landlord
from time to time pursuant to this Lease shall be deemed part of the Rent. In
the event of the nonpayment by Tenant of such sums, Landlord shall have the
same rights and remedies by reason of such nonpayment as if Tenant had failed
to pay any Rent.

     Section 2.3       ADDITIONAL RENT - DEFINITION.

     In addition to the foregoing Fixed Minimum Rent and Fixed Minimum Rent
Increase, all payments to be made under this Lease by Tenant to Landlord
shall be deemed to be and shall become Additional Rent hereunder and,
together with Fixed Minimum Rent, shall be included in the term "Rent"
whenever such term is used in this Lease. Unless another time is expressly
provided for the payment thereof, any Additional Rent shall be due and
payable on demand or together with the next succeeding installment of Fixed
Minimum Rent, whichever shall first occur, together with all applicable State
taxes and interest thereon at the then prevailing legal rate, and Landlord
shall have the same remedies for failure to pay the same as for non-payment
of Fixed Minimum Rent. Landlord, at its election, shall have the right to pay
or do any act which requires the expenditure of any sums of money by reason
of the failure or neglect of Tenant to perform any of the provisions of this
Lease, and in the event Landlord elects to pay such sums or do such acts
requiring the expenditure of monies, all such sums so paid by Landlord,
together with interest thereon, shall be deemed to be Additional Rent and
payable as such by Tenant to Landlord upon demand.

     Section 2.4       SALES TAX.

     Together with each payment of Rent or other sum on which such tax may be
due, Tenant shall pay to Landlord a sum equal to any applicable sales tax,
tax on rents, and any other charges, taxes, and/or impositions now in
existence or subsequently imposed based upon the privilege of renting the
Premises or upon the amount of rent collected. Tenant's liability for such
taxes and/or impositions shall be payable whether assessed at the time the
Rent payment is made or retroactively, and shall survive the termination or
expiration of this Lease.

                                   ARTICLE III

                                    SERVICES

     Section 3.1       SERVICES OF LANDLORD.

          3.1.1 Landlord shall maintain the public and common areas of the
Building, including without limitation, lobbies, stairs, elevators, corridors
and restrooms, the windows in the Building, the mechanical, plumbing, life
safety and electrical equipment serving the Building, and the structure
itself in reasonably good order and condition except for damage occasioned by
the act of Tenant, which damage shall be repaired by Landlord at Tenant's
expense.

          3.1.2 Landlord shall furnish the Premises with (a) electricity for
lighting and the operation of standard office machines, (b) heat and air
conditioning to the extent reasonably required for the comfortable occupancy
by Tenant in its use of the Premises during the period from 8:00 a.m. to 6:00
p.m. on weekdays and from 9:00 a.m. to 1:00 p.m. on Saturdays, except for
holidays declared by the Federal government, or such shorter period as may be
prescribed by any applicable policies or regulations adopted by any utility
or governmental agency, (c) elevator service, if applicable, (d) lighting
replacement (for building standard lights), (e) standard restroom supplies,
(f) window washing with reasonable frequency, (g) and daily janitor service
five (5) days a week during the times and in the manner that such services
are customarily furnished in comparable office buildings in the area.
Landlord shall not be in default hereunder or be liable for any damages
directly or indirectly resulting from, nor shall the rental herein reserved
be abated by


                                     - 3 -


                                            ---------------/-------------------
                                              LANDLORD          TENANT

<PAGE>

reason of (i) the installation, use or interruption of use of any equipment
in connection with the furnishing of any of the foregoing service, except as
a result of Landlord's gross negligence or willful misconduct, (ii) failure
to furnish or delay in furnishing any such services when such failure or
delay is caused by accident or any condition beyond the reasonable control of
Landlord or by the making of necessary repairs or improvements to the
Premises or to the Building, or other cause other than Landlord's gross
negligence or willful misconduct, or (iii) the limitation, curtailment,
rationing or restrictions on use of water, electricity, gas or any other form
of energy serving the Premises or the Building. Landlord shall use reasonable
efforts diligently to remedy any interruption in the furnishing of such
services.

             3.1.3 Whenever heat generating equipment or lighting other than
Building standard lights are used in the Premises by Tenant which materially
affect the temperature otherwise maintained by the air conditioning system,
Landlord shall have the right, after three (3) days notice to Tenant, to
install supplementary air conditioning facilities in the Premises or
otherwise modify the ventilating and air conditioning systems serving the
Premises, and the cost of such facilities and modifications shall be borne by
Tenant as Additional Rent. Tenant shall also pay, as Additional Rent, the
cost of providing all cooling and heat energy to the Premises in excess of
that required for normal office use or during hours requested by Tenant when
air conditioning or heat is not otherwise furnished by Landlord. If Tenant
installs lighting requiring power in excess of that required for normal
office use in the Building, or if Tenant installs equipment requiring power
in excess of that required for normal desk-top office equipment or normal
copying equipment, Tenant shall pay for the cost of such excess power as
Additional Rent, together with the cost of installing any additional risers
or other facilities that may be necessary to furnish such excess power to the
Premises.

     Section 3.2       SERVICES OF TENANT.

     Tenant shall, at Tenant's own expense, keep the Premises in good repair
and tenantable condition during the Term, except only for reasonable wear and
tear. Tenant shall, at Tenant's expense but under the direction of Landlord,
promptly repair (and make replacements where necessary) any injury or damage
to the Building and the property of which it is a part ("Property"),
including, but not limited to, any and all broken glass, caused by Tenant or
Tenant's officers, personnel, agents, employees, servants, licensees,
invitees, guests, patrons, or customers. Tenant shall shampoo and replace
carpeting, wash walls and ceilings, and otherwise maintain the appearance of
the Premises and contents thereof at Tenant's expense as necessary to
maintain the Premises in good repair and tenantable condition.

     Section 3.3       NO EVICTION.

     The services described in this Article III shall be provided as long as
this Lease is in full force and effect, subject to interruption caused by
unavoidable delay, force majeure or acts of God, and conditions and causes
beyond the control of Landlord. Furthermore, Landlord reserves the right to
stop the service of the air-cooling, elevator, electrical, plumbing or other
mechanical systems or facilities in the Building when necessary, by reason of
accident or emergency, or for repairs, additions, alterations, replacements,
decorations or improvements desirable or necessary to be made in the
reasonable judgment of Landlord, until such repairs, alterations,
replacements or improvements shall have been completed. Landlord shall
undertake to diligently commence and work toward completion of all necessary
repairs. All discretionary repairs shall be done in a manner and at times,
whenever reasonably appropriate, so as not to unnecessarily interfere with
Tenant's Use and shall only be undertaken after giving Tenant three (3) days
prior written notice. Landlord shall have no responsibility or liability for
interruption, curtailment or failure to supply cooled or outside air, heat,
elevator,


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                                              LANDLORD          TENANT

<PAGE>

plumbing or electricity when prevented by exercising its right to stop
service or by any cause whatsoever beyond Landlord's control or by human
occupancy factors, or by failure of independent contractors to perform, or by
Legal Requirements, or by mandatory energy conservation, or if Landlord
elects voluntarily to cooperate in energy conservation at the request of any
Legal Authority. The exercise of such right or such failure by Landlord shall
not constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any compensation or to any abatement or diminution of Base
Rent or Additional Rent, or relieve Tenant from any of its obligations under
this Lease, or impose any liability upon Landlord or its agents by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of
Tenant's business, or otherwise.

     Section 3.4       SECURITY.

     Tenant acknowledges that Landlord shall not and does not have any
responsibility for the security of Tenant's officers, personnel, agents,
employees, servants, licensees, invitees, guests, patrons, customers, and all
others who come on or about the Property related to Tenant or Tenant's Use.

     Section 3.5       PARKING.

     If any parking is made available to Tenant by Landlord, Landlord shall
not be liable for any damage of any nature whatsoever to, or any theft of,
automobiles or other vehicles or the contents of them, while in or about such
parking areas, unless such damage is caused by Landlord's gross negligence or
willful misconduct.

                                   ARTICLE IV

                          OPERATING EXPENSES AND TAXES

     Section 4.1       TENANT'S PARTICIPATION IN OPERATING EXPENSES AND
TAXES.

          4.1.1 Commencing on the First Adjustment Payment Date, Tenant
shall, on the first day of each month in advance pay to Landlord pro rata
monthly installments on account of the amount reasonably projected by
Landlord for Tenant's Share of increases in Operating Expenses and for
Tenant's Share of increases in Taxes over the Base Operating Year and over
the Base Tax Year, respectively, based upon the most recent data available to
Landlord, from time to time, for Operating Expenses and for Taxes. By April 1
of each Lease Year, Landlord shall submit to Tenant statement(s) showing the
actual amounts which should have been paid by Tenant with respect to
increases in Operating Expenses and with respect to increases in Taxes for
the past calendar year, the amount of those expenses actually paid during
that year by Tenant and the amount of the resulting balance due on either or
both of those expenses, or overpayment of either of both of them, as the case
may be. Tenant may object to such statements if, and only if, Tenant, within
thirty (30) days of receipt by Tenant of such statement, sends a written
notice to Landlord objecting to such statement and specifying the respects in
which such statement is claimed to be incorrect. If such notice is sent, the
parties recognize, as to the Operating Expenses, the unavailability of
Landlord's books and records because of the confidential nature thereof and
hence agree that either party may refer the decision of the issues raised to
a reputable independent firm of certified public accountants selected by
Landlord and Tenant (and not previously having performed services for either
party), and the decision of such accountants shall be conclusively binding
upon the parties. The fees and expenses involved in such decision shall be
borne by Tenant unless Landlord's charges are found to be in error by more
than five percent (5%). Notwithstanding anything to the contrary in this
paragraph, if the amount in dispute is less than $1000 for a calendar year,
no third parties shall be utilized, by Landlord or Tenant, whose cost shall
be subject to reimbursement by the other party, in which case, Tenant shall
have the right to


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                                              LANDLORD          TENANT

<PAGE>

audit Landlord's books at Tenant's expense. Any balance shown to be due
pursuant to said statement shall be paid by Tenant to Landlord within thirty
(30) days following Tenant's receipt of the statement and any overpayment
shall be immediately credited against Tenant's obligation to pay Rent, and/or
expected Additional Rent in connection with anticipated increases in
Operating Expenses or anticipated increases in Taxes or, if by reason of any
termination of this Lease no such future obligations exist, shall immediately
be refunded to Tenant. Anything in this Lease to the contrary
notwithstanding, Tenant shall not delay or withhold payment of any balance
shown to be due pursuant to a statement rendered by Landlord to Tenant,
pursuant to the terms of this Lease, because of any objection which Tenant
may raise with respect to the statement.

          4.1.2 If this Lease expires during a Partial Lease Year, Tenant
shall be responsible for its estimated pro rata share of Operating Expenses
and of Taxes for the Partial Lease Year. Tenant shall remit full payment to
Landlord immediately. If Tenant fails to remit such full payment to Landlord,
Landlord in its sole discretion may deduct the amount due from Tenant's
Security Deposit and be entitled to all other rights and remedies under this
Lease for Tenant's default.

     Section 4.2       DEFINITION OF OPERATING EXPENSES.

     The term "Operating Expenses" shall mean (a) all costs of management,
operation and maintenance of the Building, including, without limitation,
wages, salaries and payroll expense of employees, janitorial, maintenance,
guard and other services, reasonable Building management office rent or
rental value, power, fuel, water, waste disposal, landscaping care, premiums
for liability, fire, hazard and other property related insurance, parking
area care and management, fees for energy saving programs, administrative
costs, including management fee, and (b) the cost (amortized over such
reasonable period as Landlord shall determine) of any capital improvements
made to the Building by Landlord after the date of this Lease that are
intended to reduce the Operating Expenses or that are required under any
governmental law or regulation, not to exceed useful life as determined for
Federal Income Tax purposes; provided, however, that Operating Expenses shall
not include real property taxes or assessments (which are included in
"Taxes"), depreciation on the Building, costs of tenant improvements, real
estate brokers' commissions, interest and capital items other than those
referred to in clause (b) above. Operating costs shall not include the
following: (a) Costs of the original construction of the Building or altering
the Building in the future (except as otherwise set forth herein), water or
sewer connection fees payable in connection with the original construction of
the Building, costs of structural repairs to the Building, costs of repairing
latent defects or inadequacies in the design or construction of the Building,
the Premises, and/or costs of any other capital nature (including, without
limitation, capital improvements, and capital repairs); (b) Costs of leasing
commissions, legal fees, space planning, and architecture or engineering
fees, construction allowances and costs, permit and license fees, moving
expenses, other leasing concessions, or other expenses incurred in procuring
or retaining tenants for the Building; (c) Salaries, wages, or other
compensation paid to officers, executives, or employees of the Landlord or
the Building's managing agent above the level of building manager or who are
not otherwise engaged full time in working at the Building (if any employee
at or below the level of building manager works less than full time at the
Building, such employee's salary, wages, and other compensation shall be
equitably apportioned based upon the time spent at the Building and such
equitably apportioned amount shall be included as an Operating Expense); (d)
costs incurred in connection with disputes with actual or prospective tenants
or other occupants of the Building, or with actual or prospective employees,
consultants, management agents, leasing agents, purchasers, ground lessors or
mortgagees of the Building or the land on which it is located; (e) Costs
incurred in connection with the sale, financing, refinancing, or change of
ownership (directly or


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                                              LANDLORD          TENANT

<PAGE>

indirectly) of the Building or the land on which it is located; (f) Amounts
paid to any affiliate, parent, or subsidiary of Landlord, or to any
representative, employee or agent of Landlord, to the extent such amount
exceeds the competitive market rates that would be charged by third parties
for similar services of comparable quality, provided, however, that an
affiliate of Landlord is the management company, and Landlord agrees that the
management fee paid such affiliated company shall never be at a higher
percentage rate than that charged Landlord for the Base Operating Year;
Payment of principal and interest or any other finance charges made on any
debt and rental payments made on any ground or underlying lease, except for
any interest payments on capital improvements made pursuant to Section 4.2(b)
hereof; (h) Non cash items, such as deductions for bad debt losses, rent
losses and reserves, and depreciation and amortization, interest on capital
investments except for any depreciation, amortization and interest on capital
improvements made pursuant to Section 4.2 (b) above; and (i) Costs of any
items for which Landlord receives reimbursement from insurance proceeds or
any third party.

     Section 4.3       TENANT'S TAXES.

     Tenant covenants and agrees to pay promptly when due all taxes imposed
upon its business operations, its personal property situated in the Premises,
and any and all Occupational License Fees. Tenant shall be entitled to
contest any such tax or fee upon posting a bond in amount reasonably
satisfactory to Landlord.

     Section 4.4       TAXES INCLUDED.

     Should any governmental taxing authority, acting under any present or
future law, ordinance, or regulation, levy, assess or impose a tax, excise
and/or assessment (other than income or franchise tax) upon or against or in
any way related to the land and buildings comprising the Building, either by
way of substitution or in addition to any existing tax on land and building
otherwise, Tenant shall be responsible for and shall pay to Landlord its
Proportionate Share as set forth above of such tax, excise and/or assessment.

     Section 4.5       RECEIPT OF NOTICES.

     Failure of Landlord to furnish in a timely manner a statement of actual
increases in Operating Expenses or Taxes or to give notice of an adjustment
to rent under this Article IV shall not prejudice or act as a waiver of
Landlord's right to furnish such statement or to give such notice at a
subsequent time or to collect any adjustment to or recalculation of the
Additional Rent for any preceding period, provided that such notice is given
within one year of the applicable period. Tenant recognizes that Landlord's
statements showing the estimate of increases in Operating Expenses and Taxes
for any calendar year may be rendered at the end of the previous calendar
year or the beginning of such calendar year, or later. If Landlord's
statement is rendered subsequent to the beginning of a calendar year, Tenant
shall continue to pay the increase in the Operating Expenses and in the Taxes
for the prior calendar year and, should a deficiency result by virtue of an
increase in Landlord's estimate of the Operating Expenses or Taxes for the
current year, Tenant shall pay the amount of such deficiency, if any, in
full, in addition to the next monthly rent payment.

            ARTICLE VARTICLE V TENANT'S INITIAL IMPROVEMENTSARTICLE V
             TENANT'S INITIAL IMPROVEMENTSARTICLE V TENANT'S INITIAL
                                  IMPROVEMENTS

                          TENANT'S INITIAL IMPROVEMENTS

     Section 5.1      CONSTRUCTION PLANSSection   5.1 CONSTRUCTION
PLANSSection 5.1      CONSTRUCTION PLANSSection   5.1 CONSTRUCTION
PLANS.


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                                              LANDLORD          TENANT




<PAGE>

     Tenant shall complete or cause the completion of Tenant's Initial
Improvements as shown on the Final Plans and as more fully described in this
Section. At Tenant's sole cost and expense, Tenant shall submit to Landlord its
complete and detailed architectural, structural, mechanical and engineering
plans and specifications prepared by an architect or engineer, showing Tenant's
Initial Improvements ("Construction Plans") within thirty (30) days after the
execution of this Lease (time being of the essence) for Landlord's approval. If
applicable, Tenant's Construction Plans shall include all information necessary
to reflect Tenant's requirements for the installation of any supplemental air
conditioning system and ductwork, heating, electrical, plumbing and other
mechanical systems and all work necessary to connect any special or non-standard
facilities to the Building's base mechanical, electrical and structural systems.
Tenant's submission shall include not less than one (1) set of sepias and five
(5) sets of black and white prints. Tenant's Construction Plans shall include,
but not be limited to, indication or identification of the following:

          5.1.1    locations and structural design of all floor area
requiring live load capacities in excess of 75 pounds per square foot;

          5.1.2    the density of occupancy in large work areas;

          5.1.3    the location of any food service areas or vending
equipment rooms;

          5.1.4    areas requiring 24-hour air conditioning;

          5.1.5    any partitions that are to extend from floor to underside
of structural slab above;

          5.1.6    location of rooms for telephone equipment;

          5.1.7    locations and types of plumbing, if any, required for
toilets (other than core facilities), sinks, drinking fountains, etc.;

          5.1.8    light switching of offices, conference rooms, etc.;

          5.1.9    layouts for specially installed equipment, including
computers, size and capacity of mechanical and electrical services required
and heat projection of equipment;

          5.1.10   dimensioned location of: (a) electrical receptacles (120
volts), including receptacles for wall clocks, and telephone outlets and
their respective locations (wall or floor), (b) electrical receptacles for
use in the operation of Tenant's business equipment which requires 208 volts
or separate electrical circuits, (c) electronic calculating and CRT systems,
etc., (d) special audiovisual requirements, and (e) other special electrical
requirements;

          5.1.11   special fire protection equipment and raised flooring;

          5.1.12   reflected ceiling plan;

          5.1.13   information concerning air conditioning loads, including,
but not limited to, air volume amounts at all supply vents;

          5.1.14   materials, colors and designs of wall coverings and
finishes;

          5.1.15   painting and decorative treatment required to complete all
construction;


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                                                LANDLORD          TENANT

<PAGE>

          5.1.16   swing of each door, and schedule for doors (including
dimensions for undercutting to clean carpeting) and frames and hardware;

          5.1.17   modifications of the front door and surrounding area, if
any, as may be required for handicapped use; and

          5.1.18   all other information reasonably necessary to make the
work complete and in all respects ready for operation.

         Section 5.2       PLANS REVIEWSection 5.2   PLANS REVIEWSection
5.2      PLANS REVIEWSection 5.2   PLANS REVIEW.

         Landlord or Landlord's consultant shall respond to Tenant's request for
approval of Tenant's Construction Plans within ten (10) business days of their
submission, prepared in accordance with the terms of this Lease. In the event
Landlord or Landlord's Consultant shall reasonably disapprove of all or a
portion of Tenant's Construction Plans, it shall set forth its reasons therefor
in reasonable detail, in which event Tenant shall revise its Construction Plans
and resubmit same to Landlord within five (5) business days thereafter, time
being of the essence. Upon Landlord's written final approval of such plans (the
"Final Plans")(notice of such approval, or of disapproval, shall be given by
Landlord within five (5) business days of receipt of the Construction Plans),
Tenant may proceed with Tenant's Initial Improvements, which shall be performed
in accordance with the provisions of this Article V. Landlord's failure to
approve or disapprove Tenant's plans within such five (5) business day period
shall be deemed to be approval thereof. Material Change orders by Tenant (which
are defined as any change order which is in excess of $2,500 cost of
construction) shall be similarly subject to Landlord's review and approval or
disapproval, and notice of either shall be given Tenant within five (5) business
days of Landlord's receipt of them. Neither the recommendation or designation of
an architect, any general contractor, any subcontractors or materialmen as
provided for in Section 5.3, nor the approval of the Construction Plans by
Landlord shall be deemed to create any liability on the part of Landlord with
respect to the design, construction, functionality and/or specifications set
forth in the Final Plans.

         Section 5.3       PAYMENTSection 5.3        PAYMENTSection 5.3
         PAYMENTSection 5.3      PAYMENT.

         Landlord shall pay for the work depicted on the Final Plans, to the
extent and only to the extent the cost of such work shall not exceed Landlord's
Contribution. Tenant shall be responsible for and pay all other costs. Promptly
following Landlord's approval of the Final Plans, Tenant shall cause the Final
Plans to be submitted for bid. Landlord shall assist Tenant in obtaining bids by
giving to Tenant a list of general contractors, sub-contractors and materialmen
for Tenant to use in soliciting bids. Promptly following Tenant's receipt of the
bids, Tenant shall submit to Landlord the estimate of the cost of Tenant's
Initial Improvements which exceeds Landlord's Contribution ("Tenant's Extra
Cost"). Tenant shall either approve or disapprove the estimate of Tenant's Extra
Cost within five (5) business days after submission to Landlord. If Tenant shall
disapprove all or a portion of the estimate of the Tenant's Extra Cost, Tenant
shall revise the Final Plans to the extent required and resubmit same to
Landlord for approval. After approval by Landlord, Tenant shall within five (5)
business days resubmit the revised Final Plans to the applicable subcontractors
for revised bids. This process shall continue until Tenant approves Tenant's
Extra Cost estimate. Tenant's approval of Tenant's Extra Cost shall be evidenced
by the payment by Tenant into the Improvements Payment Account of one-half of
the Tenant's Extra Cost. At the same time, upon such payment by Tenant, the
Landlord shall pay into the Improvement Payment Account an amount of Landlord's
Contribution equal to the sum derived by multiplying Landlord's Contribution by
a fraction where the numerator is one half of Tenant's Extra Cost and the
denominator is the cost of the


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                                                LANDLORD          TENANT

<PAGE>

Tenant's Initial Improvements. The remainder of Tenant's Extra Cost and
Landlord's Contribution shall be remitted to the Improvements Payment Account
pari passu on an "as-in-place" draw basis subsequent to the application of
Landlord's Contribution and Tenant's first one-half payment. Time shall be of
the essence with respect to Tenant's obligations hereunder. Tenant shall pay
Landlord (which Landlord may pay out of Landlord's Contribution) five percent
(5%) of the total cost of Tenant's Initial Improvements for Landlord's
coordination and administration, not to exceed $6,000.00 in any event.

     Section 5.4       TENANT DELAYSection 5.4   TENANT DELAYSection
5.4    TENANT DELAYSection 5.4   TENANT DELAY.

     Landlord shall not be responsible or liable for Tenant Delay. Tenant
Delay includes without limitation any of the following:

          5.4.1    Tenant's failure to furnish plans, drawings, and
specifications in accordance with and at the times required pursuant to this
Article V; or

          5.4.2    any delays resulting from the reasonable disapproval
by Landlord or Landlord's consultant of all or a portion of Tenant's revised
plans and specifications as resubmitted after initial submission; or

          5.4.3    any delays resulting from Tenant's disapproval of the
cost of Tenant's Extra Cost, which delay shall be deemed to commence upon the
date of Tenant's disapproval of the cost of Tenant's Extra Cost and end on the
date of Tenant's final approval of such cost; or

          5.4.4    Tenant's request for materials, finishes or
installations which are not readily available at the time Landlord is ready to
install same; or

          5.4.5    Tenant's changes in drawings, plans, specifications,
or construction submitted to Landlord including at any time subsequent to
Landlord's approval of the Final Plans, including any Revisions which Tenant
submits to Landlord which result in a delay; or

          5.4.6    the performance of work by a person, firm or
corporation employed by Tenant and delays in the completion of the said work by
said person, firm or corporation; or

          5.4.7    Tenant's failure to pay timely for the Tenant's Extra
Cost.

If Landlord believes that any Tenant Delay can be mitigated or eliminated by the
expenditure of additional money or the performance of overtime work, Landlord
shall so notify Tenant, and Tenant shall have the right, at its expense, to
require such additional expenditure and/or overtime work, provided Tenant pays
for same in advance.

         Section 5.5       SUBSTANTIAL COMPLETION.

         If the anticipated Substantial Completion Date, as more particularly
described in this Article V, shall be delayed by reason of Tenant Delay, the
Premises shall be deemed substantially completed for the purposes of the
Commencement Date as of the date that the Premises would have been substantially
completed but for any such Tenant Delay as determined by Landlord in its
reasonable discretion. Tenant shall pay for any additional cost in completing
Tenant's Initial Improvements resulting from any Tenant Delay. Any such sums
shall be in addition to any sums payable pursuant to Section 5.30 and shall be
paid into the Improvements Payment Account within ten (10) days after Landlord
submits an invoice to Tenant therefor. Such costs shall be collectible in the
same manner as Additional Rent whether or not the Term shall have commenced, and
if Tenant defaults in the payment of such cost, Landlord shall have no


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                                                LANDLORD          TENANT

<PAGE>

obligation to continue or pay for the performance of Tenant's Initial
Improvements until Tenant shall have cured such default. Such default shall
be deemed a default under Article IX of this Lease.

         Section 5.6     EARLY OCCUPANCYSection 5.6   EARLY
OCCUPANCYSection 5.6     EARLY OCCUPANCYSection 5.6    EARLY
OCCUPANCY.

         Except for the purpose of supervising Tenant's Initial Improvements,
and as hereinafter provided, neither Tenant nor its agents, employees, invitees
or independent contractors shall enter the Premises during the performance of
Tenant's Initial Improvements. Upon the granting of consent by Landlord, which
shall not be unreasonably withheld, delayed or conditioned, Tenant or its agents
may enter the Premises prior to the Commencement Date to perform such decorative
or other tenant finishing work as it may desire provided that such work in no
way interferes with the performance of Tenant's Initial Improvements and such
entry shall be deemed under all the terms, covenants and conditions of this
Lease, except the covenant to pay Base Rent. In the event Landlord, in its sole
discretion, determines that the performance by Tenant or any of its agents of
any such Tenant finish work is impeding or impairing in any way the performance
of Tenant's Initial Improvements, then, upon notice to Tenant, Tenant shall
cease or cause the cessation of all such work until the receipt of notification
from Landlord that Tenant may once again enter the Premises in order to perform
such work. Tenant shall indemnify and save Landlord harmless from and against
any and all loss, liability, damage, cost and expense, including without
limitation, reasonable attorneys' fees and disbursements at all trial and
appellate levels, claimed or actually arising from, growing out of or related to
(a) any act, neglect or failure to act of Tenant or anyone entering the Premises
or Building with Tenant's permission, (b) the performance of such Tenant's
finish work, or (c) any other reason whatsoever arising out of said entry upon
the Premises or Building. The provisions of this Section 5.6 shall survive the
termination of this Lease.

         Section 5.7     REVISIONSSection 5.7      REVISIONSSection 5.7
         REVISIONSSection 5.7   REVISIONS.

         Tenant shall have the right to make revisions to the Final Plans
("Revisions"). All Revisions shall be subject to Landlord's prior written
approval, which shall not be unreasonably withheld, delayed or conditioned,
provided the Revisions are non-structural in nature. Landlord shall either
approve or disapprove the Revisions within five (5) business days after
Landlord's receipt of the submission thereof by Tenant. Landlord's failure to
either approve or disapprove such revisions within such five (5) day period
shall be deemed to be approval thereof. Without limiting the generality of the
foregoing, no Revision will be approved unless (a) all changes to and
modifications from Tenant's Final Plans are circled or highlighted as per
standard industry practices and (b) said Revisions conform with the requirements
of Article V. Tenant shall notify Landlord in writing of the cost of the
Revisions, and any Tenant Delay that the performance of the same may entail. If
Landlord agrees with the cost and delay of such Revisions, Landlord shall
acknowledge Landlord's approval in writing within five (5) business days after
Tenant's notice thereof to Landlord. If Landlord fails to approve of the cost of
such Revisions within five (5) business days, Tenant shall not make such
Revisions. The cost of any Revisions shall be borne solely by Tenant. An
additional fee based on such costs shall be payable in the manner and at the
times set forth in Section 5.3.

         Section 5.8       COMPLETION DUE DILIGENCESection 5.8
         COMPLETION DUE DILIGENCESection 5.8       COMPLETION        DUE
DILIGENCESection 5.8       COMPLETION DUE DILIGENCE.

         Tenant shall, subject to any other cause beyond Tenant's reasonable
control, use due diligence to complete Tenant's


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                                                LANDLORD          TENANT

<PAGE>

Initial Improvements as soon as may be practicable. Tenant shall notify
Landlord of the date of the substantial completion of Tenant's' Initial
Improvements ("Substantial Completion Date") at least five (5) days prior
thereto. The phrase "substantial completion" shall mean that, with the
exception of punch-list items, Tenant's Initial Improvements shall have been
completed in accordance with the Final Plans and all mechanical systems
serving or affecting the Premises shall then be in working order. Landlord
and Tenant shall thereupon set a mutually convenient time for Tenant and
Landlord or Landlord's consultant to inspect the Premises, at which time
Tenant shall prepare and submit to Landlord a punch list of items to be
completed. Upon completion of the inspection, Tenant shall acknowledge in
writing that substantial completion has occurred, subject to any punch list
items to be completed. Tenant shall diligently complete the approved work on
the punch list items. In the event Tenant shall fail to confer with Landlord
with respect to the Substantial Completion of Tenant's Initial Improvements
within five (5) days of Tenant's notice setting forth the Substantial
Completion Date, (a) Tenant shall have no right to enter the Premises for the
purposes of conducting its business therefrom until Tenant meets with
Landlord in the Premises and prepares a punch list of incomplete items, if
applicable, and (b) Tenant's Initial Improvements shall be deemed completed
and satisfactory in all respects, and (c) the Commencement Date shall be
deemed to have occurred on the date set forth in Tenant's notice as the
substantial completion date. In the event of any dispute as to when and
whether the work performed or required to be performed by Landlord has been
substantially completed, the certificate of an independent A.I.A. registered
architect or a temporary or final certificate of occupancy or completion (as
may be applicable) issued by the local government authority shall be
conclusive evidence of such completion, effective on the date of the issuance
of such certificate to Tenant.

                              ARTICLE VI

     ADDITIONS, ALTERATIONS, REPLACEMENTS, AND TRADE FIXTURES

         Section 6.1       BY LANDLORD.

         Landlord reserves the right at any time to make alterations or
additions to the Building in which the Premises are contained and to build
additional stories thereon. Landlord also reserves the right to construct other
buildings or improvements in the Building or Common Areas from time to time and
to make alterations thereof or additions thereto and to build additional office
space on any such building or buildings so constructed. Nothing in this section
will be construed to permit Landlord to change the leasehold improvements,
dimensions, or location of the Premises, or materially adversely affect access
to the Premises.

         Section 6.2       BY TENANT.

                  6.2.1  Upon receipt of Landlord's prior written approval,
Tenant may from time to time after completion of Tenant's Initial Improvements,
at its own expense, alter, renovate or improve the interior of the Premises
provided the same be performed in a good and workmanlike manner, in accordance
with accepted building practices, in full compliance with all applicable
building codes and the ADA, with Tenant procuring at its sole cost and expense
all permits required for such work, and so as not to weaken or impair the
strength or lessen the value of the Building in which the Premises are located.
No changes, alterations or improvements affecting the exterior of the Premises
or the Building or the Building systems shall be made by Tenant without the
prior written approval of Landlord, which may be unreasonably withheld. Any work
done by Tenant under the provisions of this Section shall not interfere with the
use by the other tenants of their premises in the Building. Tenant also agrees
to pay 100% of any increase in the Real Estate Taxes or


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                                                LANDLORD          TENANT

<PAGE>

Landlord's Personal Property Taxes resulting from such improvements by or for
Tenant.

                  6.2.2  All alterations, decorations, additions and
improvements made by Tenant, or made by Landlord on Tenant's behalf as
provided in this Lease, shall remain the property of Tenant for the Lease
Term or any extension or renewal thereof, but they shall not be removed from
the Premises without the prior written consent of Landlord, which consent
shall not be unreasonably withheld, delayed or conditioned.

                  6.2.3  Upon obtaining the prior written consent of Landlord,
Tenant shall remove such alterations, decorations, additions and improvements
and restore the Premises as provided in Section 6.5, and if Tenant fails to do
so and moves from the Premises, all such alterations, decorations, additions and
improvements shall become the property of Landlord, who may charge Tenant for
storing or disposing of any or all of such property.

                 6.2.4  Notwithstanding any other provision of this Article VI,
Tenant shall be permitted to make alterations to the interior improvements of
the Premises with Landlord's prior written consent not being unreasonably
withheld, delayed or conditioned if (a) the proposed alteration is
non-structural in nature, and (b) the proposed alteration does not cost more
than $10,000. Notwithstanding any other provision of this Section, when Tenant
requests Landlord's consent to a proposed alteration, Tenant may ask Landlord in
writing whether Landlord will require that the alteration be removed on
expiration or earlier termination of this Lease. Landlord shall respond to this
inquiry in writing within fifteen (15) business days of receipt thereof from
Tenant. If Landlord does not respond to such inquiry or states in its response
that it will not require removal, then Tenant shall not be required to remove
such alteration. Any such alteration, renovation or improvement shall be
performed in a good and workmanlike manner, in accordance with accepted building
practices, in full compliance with all applicable building codes and the ADA,
with Tenant procuring at its sole cost and expense all permits required for such
work

         Section 6.3       CONSTRUCTION INSURANCE AND INDEMNITY.

                  6.3.1  Tenant shall indemnify and hold Landlord harmless from
any and all claims for loss or damages or otherwise based upon or in any manner
growing out of any alterations, removals or construction undertaken by Tenant
under the Lease Term, including, but not limited to, Tenant's Initial
Improvements, and including all costs, damages, expenses, court costs and
reasonable attorneys' fees and costs attendant thereto, at all trial and
appellate levels, incurred in or resulting from claims made by any person or
persons, by other tenants of premises in the Building, their subtenants, agents,
employees, customers and invitees.

                  6.3.2  Before undertaking any alterations or construction,
including, but not limited to, Tenant's Initial Improvements, Tenant shall
obtain and pay for a public liability and workers' compensation insurance policy
insuring Landlord and Tenant against any liability which may arise on account of
such proposed alterations and construction work in limits of not less than
$1,000,000.00 for any one person, $2,000,000.00 for more than one person in any
one accident and $2,000,000.00 for property damage; and a copy of such policy
shall be delivered to Landlord prior to the commencement of such proposed work.
Tenant shall also maintain at all times fire insurance with extended coverage in
the name of Landlord and Tenant as their interests may appear in an amount
adequate to cover the cost of replacement of all alterations, decorations,
additions or improvements in and to the Premises and all trade fixtures therein,
in the event of fire or extended coverage loss. Tenant shall deliver to Landlord
copies of such fire insurance policies which shall contain a clause requiring
the insurer to give Landlord ten (10) days' notice of cancellation of such
policies. In no event shall such


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                                                LANDLORD          TENANT

<PAGE>

insurance be required if the alterations do not cost more than $10,000. As
used within this Article VI, such reference to alterations not costing more
than $10,000 shall include all alterations made by or for Tenant in any
thirty (30) day period, looking forward and backward.

         Section 6.4       MECHANIC'S LIENS AND ADDITIONAL CONSTRUCTION.

                  6.4.1  If by reason of any alteration, repair, labor performed
or materials furnished to the Premises for or on behalf of Tenant any mechanic's
or other lien shall be filed, claimed, perfected or otherwise established or as
provided by law against the Premises, Tenant shall discharge or remove the lien
by bonding or otherwise, within fifteen (15) days after Tenant receives notice
of the filing of same. Notwithstanding any provision of this Lease seemingly to
the contrary, Tenant shall never, under any circumstances, have the power to
subject the interest of Landlord in the Premises or the Building to any
mechanics' or materialmen's liens or liens of any kind, nor shall any provision
contained in this Lease ever be construed as empowering Tenant to encumber or
cause Landlord to encumber the title or interest of Landlord in the Premises.

                  6.4.2  Tenant hereby expressly acknowledges and agrees that,
except as indicated under Article V, no alterations, additions, repairs or
improvements to the Premises of any kind are required or contemplated to be
performed as a prerequisite to the execution of this Lease.

                  6.4.3  Landlord and Tenant expressly acknowledge and agree
that neither Tenant nor any one claiming by, through or under Tenant,
including without limitation contractors, sub-contractors, materialmen,
mechanics and laborers, shall have any right to file or place any mechanics'
or materialmen's liens of any kind whatsoever upon the Premises nor upon any
building or improvement thereon; on the contrary, any such liens are
specifically prohibited. All parties with whom Tenant may deal are hereby put
on notice that Tenant has no power to subject Landlord's interest in the
Premises to any claim or lien of any kind or character and any persons
dealing with Tenant must look solely to the credit of Tenant for payment and
not to Landlord's interest in the Premises or otherwise. All contracts of
Tenant, including those for extras and change orders, for the construction of
any alteration, addition, decoration or improvement including, but not
limited to, the contracts of subcontractors and materialmen, shall contain
the agreement of the contractor, subcontractor or materialman agreeing to
look solely to the Tenant and Tenant's interest in the Premises for payment
and waiving any right to a lien on Landlord's interest in the Building or the
Premises. Such contracts shall also require the contractor, subcontractor or
materialman to provide in recordable form, a waiver and release of lien upon
final payment at the completion of construction and a waiver and release of
upon progress payment during the construction thereof. Landlord shall be
advised by Tenant, in writing, at least ten(10) days prior to the date that
work by or for Tenant is to commence or the date of anticipated commencement
in order to allow Landlord to post notices of non-responsibility on the
Premises. Tenant agrees to allow such notices to remain posted in the
Premises throughout the construction period and to notify Landlord is such
notices are damaged or removed. The construction work shall be scheduled in
such a manner so as to create the minimum disturbance to other tenants in the
Building. Any construction causing or resulting in unreasonable noise, dust
or other disturbance of other tenants shall be scheduled and performed during
the hours of 7:00 p.m. and 7:00 a.m. No building materials, construction
tools and equipment shall be stored in the Common Areas of the Building. All
trash and construction debris shall be promptly removed and deposited
lawfully off the property, or, if a dumpster has been approved for the
deposit of trash and construction debris, then such trash and construction
debris shall be deposited into the approved dumpster. No dumpster shall be
brought on the Property unless the size and location thereof has been
approved by the Landlord in writing, which


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                                                LANDLORD          TENANT

<PAGE>

approval shall not be unreasonably withheld, conditioned or delayed.

                  6.4.4  Any lien filed against the Premises in violation of
this Section 6.4 shall be null and void and of no force or effect. In addition,
Tenant shall cause any lien filed against the Premises in violation of this
paragraph to be canceled, released, discharged and extinguished within
fifteen (15) days after Tenant receives notice of filing of the same and
shall indemnify and hold Landlord harmless from and against any such lien and
any costs, damages, charges and expenses, including but not limited to,
attorney's fees, incurred in connection with or with respect to any such lien.

         Section 6.5       TRADE FIXTURES.

                 6.2.4  Provided Tenant is not in default under this Lease,
Tenant shall have the right, at the termination of this Lease, to remove any and
all trade fixtures, equipment and other items of personal property not
constituting a part of the Building which it may have stored or installed in the
Premises including, but not limited to, counters, shelving, showcases, chairs,
and movable machinery purchased or provided by Tenant and which are susceptible
of being moved without damage to the Building and the Premises, provided this
right is exercised before the Lease is terminated or during the ten (10) day
period immediately following such termination and provided that Tenant, at its
own cost and expense, shall repair any damage to the Premises or Building caused
thereby. The right granted Tenant in this Section 6.5 shall not include the
right to remove any plumbing or electrical fixtures or equipment, heating or air
conditioning equipment, floor coverings (including wall-to-wall carpeting) glued
or fastened to the floors or any paneling, tile or other materials fastened or
attached to the walls or ceilings, all of which shall be deemed to constitute a
part of the Building, and, as a matter of course, shall not include the right to
remove any fixtures or machinery that were furnished or paid for by Landlord.
The Premises and the immediate areas in front, behind and adjacent to it shall
be left in a broom-clean condition. Should Tenant fail to comply with this
provision, Landlord may deduct the cost of clean-up from Tenant's Security
Deposit. If Tenant shall fail to remove its trade fixtures or other property at
the termination of this Lease or within ten (10) days thereafter, or upon
cessation of Tenant's business in the Premises or upon termination of Tenant's
rights to possession of the Premises, such fixtures and other property not
removed by Tenant shall be deemed abandoned by Tenant, and, at the option of
Landlord, shall become the property of Landlord; Landlord may store, sell, or
otherwise dispose of such property at Landlord's sole discretion (subject to
applicable legal requirements) but at Tenant's expense. Any such removal or
alteration shall be performed in a good and workmanlike manner, in accordance
with accepted building practices, in full compliance with all applicable
building codes and the ADA, with Tenant procuring at its sole cost and expense
all permits required for such work. This section shall be subject to the
provisions of Section 6.3.1 of this Lease.

Section 6.6       RIGHT OF ENTRY.

         Landlord or its representatives shall have the right, upon 48 hours
prior notice to Tenant and with and escort provided by Tenant, without
liability, to enter the Premises at reasonable hours during the Lease Term to
(a) show the Premises to prospective purchasers, lenders and tenants (who are
not Tenant's competitors, except during the last three (3) months of the term of
the Lease or any renewal thereof), or (b) ascertain if the Premises are in
proper repair and condition, and make repairs, additions or alterations thereto
or to the Building in which the same are located, including the right to take
the required materials therefor into and upon the Premises without the same
constituting an eviction of Tenant in whole or part, and the Rent shall not
abate while such repairs, alterations, replacements or improvements are being
made by reason of loss or interruption of


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                                                LANDLORD          TENANT

<PAGE>

Tenant's business due to the performance of any such work. If Tenant shall
not be personally present to permit an entry into the Premises at the time
specified in Landlord's notice or in the case of an emergency, Landlord may
enter the Premises by a master key or by the use of force without rendering
Landlord liable therefore and without in any manner affecting Tenant's
obligations under this Lease.

                                   ARTICLE VII

                             INSURANCE AND INDEMNITY

         Section 7.1       TENANT'S INSURANCE.

         Tenant shall maintain, at its own cost and expense, in responsible
companies (all of which shall be licensed to do business in the State of
Florida) reasonably approved by Landlord, combined single limit public liability
insurance, insuring Landlord and Landlord's agents and Tenant, as their
interests may appear, against all claims, demands or actions for bodily injury,
personal injury or death of any one person in an amount of not less than
$1,000,000.00; and for bodily injury, personal injury or death of more than one
person in any one accident in an amount of not less than $2,000,000.00; and for
damage to property in an amount of not less than $2,000,000.00. Landlord shall
have the right to direct Tenant to increase such amounts whenever any such
increase is recommended or required by the underwriters of insurance on the
Building, upon thirty (30) days prior written notice to Tenant. Such liability
insurance shall also cover and include all exterior signs maintained by Tenant.
The policy of insurance may be in the form of a general coverage or floater
policy covering these and other premises, provided that Landlord and Landlord's
agents are specifically insured therein. Tenant shall carry like coverage
against loss or damage by boiler or compressor or internal explosion of boilers
or compressors, if there is a boiler or compressor in the Premises. Tenant shall
maintain insurance covering all glass forming a part of the Premises including
plate glass in the Premises and fire insurance against loss or damage by fire or
windstorms, with such endorsements for extended coverage, vandalism, malicious
mischief and special extended coverage as Landlord may require, covering 100% of
the replacement costs of any items of value, including but not limited to signs,
stock, inventory, fixtures, improvements, floor coverings, machinery and
equipment. All of said insurance shall be in form and in responsible companies
licensed to do business in the State of Florida, reasonably satisfactory to
Landlord, and shall provide that it will not be subject to cancellation,
termination or change except after at least thirty (30) days' prior written
notice to Landlord. Any insurance procured by Tenant as herein required shall
contain an express waiver of any right of subrogation by the insurance company
against Landlord and its agents. The policies, together with satisfactory
evidence of the payment of the premiums thereon, shall be deposited with
Landlord on the day Tenant begins operations. Thereafter, Tenant shall provide
Landlord with evidence of proof of payment upon renewal of such policy, not less
than thirty (30) days prior to expiration of the term of such coverage. In the
event Tenant fails to timely obtain or maintain the insurance required
hereunder, Landlord may (but is not required to) obtain same and any costs
incurred by Landlord in connection therewith shall be payable by Tenant as
Additional Rent upon demand. Landlord shall carry public liability insurance
covering the common areas of the Building, including but not limited to the
sidewalks, malls and parking lot.

         Section 7.2       EXTRA HAZARD INSURANCE PREMIUMS.

         Tenant shall not keep, use, sell or offer for sale in or upon the
Premises any article or permit any activity which may be prohibited by the
standard form of fire or public liability insurance policy. Tenant shall not
knowingly use or occupy the Premises or any part thereof, or suffer or permit
the same to be used or occupied for any business or purpose deemed extra


                                     - 16 -


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                                                LANDLORD          TENANT

<PAGE>

hazardous on account of fire, environmental hazard or otherwise. In the event
Tenant's use and/or occupancy causes any increase of any insurance premium above
the rate for the permitted use in the Premises, Tenant shall pay such additional
premium on any policy, as Additional Rent, including but not limited to fire,
extended coverage, public liability or any insurance that may be carried by
Landlord for its protection against rent loss through fire. Bills for such
additional premiums shall be rendered by Landlord to Tenant at such times as
Landlord may elect, and shall be due from and payable by Tenant when rendered in
writing, but such increases in the rate of insurance shall not be deemed a
breach of this covenant by Tenant. Failure to pay amounts due hereunder shall be
a breach of the Lease. In determining whether increased premiums are the result
of Tenant's use of the Premises, a schedule, issued by the organization making
the insurance rate on the Premises, showing various components of such rate,
shall be conclusive evidence of the several items and charges which make up the
fire and public liability insurance rate on the Premises.

         Section 7.3       INDEMNITY by Tenant.

         Tenant shall indemnify and save harmless Landlord and its agents from
and against any and all claims and demands, including, but not limited to,
attorneys' fees and costs attendant thereto, at all trial and appellate levels,
whether for injuries to persons or loss of life, or damage to property,
occurring within the Premises and immediately adjoining the Premises and arising
out of the use and occupancy of the Premises or Building by Tenant, or
occasioned wholly or in part by any act or omission of Tenant, its subtenants,
agents, contractors, employees, servants, licensees or concessionaires,
excepting however such claims and demands, whether for injuries to persons or
loss of life, or damage to property, caused solely by the gross negligence or
willful misconduct of Landlord. If, however, any liability arises in the Common
Areas because of the negligence of Tenant, Tenant's subtenants, agents,
employees, contractors, invitees, customers or visitors, then in such event
Tenant shall hold Landlord and its agents harmless. In case Landlord or its
agents shall, without fault on its part, be made a party to any litigation
commenced by or against Tenant, then Tenant shall protect and hold Landlord and
its agents harmless and shall pay all costs, expenses and reasonable attorneys'
fees and costs attendant thereto, at all trial and appellate levels, incurred or
paid by Landlord or its agents in connection with such litigation. Tenant shall
also pay all costs, expenses and reasonable attorneys' fees that may be incurred
or paid by Landlord or its agents in enforcing the covenants and agreements of
this Lease.

         Section 7.4       Indemnity by Landlord

         Landlord shall indemnify and save harmless Tenant from and against any
and all claims and demands, including, but not limited to, attorneys' fees and
costs attendant thereto, at all trial and appellate levels, whether for injuries
to persons or loss of life, or damage to property, occurring within the Premises
and immediately adjoining the Premises and arising out of the ownership, use and
occupancy of the Premises or Building by Landlord, or occasioned wholly or in
part by any act or omission of Landlord, its agents, contractors, employees,
servants, licensees or concessionaires, excepting however such claims and
demands, whether for injuries to persons or loss of life, or damage to property,
caused solely by the gross negligence or willful misconduct of Tenant. If,
however, any liability arises in the Common Areas because of the negligence of
Landlord, Landlord's agents, employees, contractors, invitees, customers or
visitors, then in such event Landlord shall hold Tenant harmless. In case Tenant
shall, without fault on its part, be made a party to any litigation commenced by
or against Landlord, then Landlord shall protect and hold Tenant harmless and
shall pay all costs, expenses and reasonable attorneys' fees and costs attendant
thereto, at all trial and appellate levels, incurred or paid by Tenant in
connection with such litigation.


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                                                LANDLORD          TENANT

<PAGE>


                                  ARTICLE VIII

                      DAMAGE, DESTRUCTION AND CONDEMNATION

         Section 8.1       DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY.

         8.1.1 Tenant shall give prompt notice to Landlord in case of fire or
other damage to the Premises or the Building. In the event the Premises are
damaged by fire, explosion, flood, tornado or by the elements, or through any
casualty, or otherwise, after the commencement of the Lease Term, the Lease
shall continue in full force and effect at Landlord's election. If Landlord
elects to continue the Lease, the damage shall promptly be repaired by
Landlord at Landlord's expense, provided that Landlord shall not be obligated
to so repair if such fire, explosion or other casualty is caused directly by
the negligence or malfeasance of Tenant, Tenant's subtenants, permitted
assignees, permitted concessionaires, or its or their agents, servants or
employees, and provided further that Landlord shall not be obligated to
expend for such repair an amount in excess of the insurance proceeds
recovered as a result of such damage, and that in no event shall Landlord be
required to replace Tenant's stock in trade, fixtures, furniture,
furnishings, floor coverings, machinery and equipment. Landlord may elect
either to repair or rebuild the Premises, or the Building, or to terminate
this Lease upon giving notice of such election to Tenant within sixty (60)
days after the occurrence of the event causing the damage. If the anticipated
period for repairing the Premises exceeds 180 days from the date of the
casualty, then Tenant may elect to terminate this Lease by providing written
notice to Landlord effective 30 days after delivery of such notice.

         8.1.2 If the casualty, repairing, or rebuilding shall render the
Premises untenantable, in whole or in part, and the damage shall not have
been due to the default or neglect of Tenant, a proportionate abatement of
the Fixed Minimum Rent and Tenant's Share of Operating Expenses and Taxes
shall be allowed from the date when the damage occurred until the date
Landlord completes the repairing or rebuilding, said proportion to be
computed on the basis of the relation which the gross square foot area of the
space rendered untenantable bears to the floor area of the Premises. If
Landlord is required or elects to repair the Premises as herein provided,
Tenant shall repair or replace its stock in trade, fixtures, furniture,
furnishings, floor coverings and equipment, and if Tenant has closed for
business, Tenant shall promptly reopen for business upon the completion of
such repairs.

         8.1.3 In the event the Premises or the Building shall be damaged in
whole or in substantial part within the last twenty-four (24) months of the
original term, or within the last twenty-four (24) months of the last renewal
term, if renewals are provided for in this Lease, Landlord and Tenant shall
have the option, exercisable within Ninety (90) days following such damage,
of terminating this Lease, effective as of the date of Tenant's receipt of
notice from Landlord or Landlord's receipt of notice from Tenant. If any such
termination occurs during the initial Lease Term, any options for renewal
shall automatically be of no further force or effect.

         8.1.4 No damage or destruction of the Premises or the Building shall
allow Tenant to surrender possession of the Premises nor affect Tenant's
liability for the payment of Rent or any other covenant contained herein,
except as may be specifically provided in this Lease. Notwithstanding any of
the provisions herein to the contrary, Landlord shall have no obligation to
rebuild the Premises or the Building and may at its own option cancel this
Lease unless the damage or destruction is a result of a casualty covered by
Landlord's insurance policy.

         Section 8.2       CONDEMNATION.


                                     - 18 -

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                                                Landlord          Tenant

<PAGE>

     In the event the entire Premises shall be appropriated or taken under
the power of eminent domain by any public or quasi-public authority, this
Lease shall terminate and expire as of the date of title vesting in such
proceeding, and Landlord and Tenant shall thereupon be released from any
further liability hereunder. If any part of the Premises shall be taken as
aforesaid, and such partial taking shall render that portion not so taken
unsuitable for the business of Tenant, as determined by an independent
Florida licensed architect appointed by Landlord and Tenant, and whose fees
and expenses shall be paid equally by Landlord and Tenant, then this Lease
and the Lease Term herein shall cease and terminate as aforesaid. If such
partial taking is not extensive enough to render the Premises unsuitable for
the business of Tenant, then this Lease shall continue in effect, except that
the Fixed Minimum Rent shall be reduced in the same proportion that the floor
area of the Premises taken bears to the original floor area leased and
Landlord shall, upon receipt of the award in condemnation, make all necessary
repairs or alterations to the Building in which the Premises are located so
as to constitute the portion of the Building not taken as a complete
architectural unit, but such work shall not exceed the scope of the work to
be done by Landlord in originally constructing said Building, nor shall
Landlord, in any event, be required to spend for such work an amount in
excess of the amount received by Landlord as damages for the part of the
Premises so taken. "Amount received by Landlord" shall mean that part of the
award in condemnation which is free and clear to Landlord of any collection
by mortgagee for the value of the diminished fee. If more than twenty percent
(20%) of the floor area of the Building in which the Premises are located
shall be taken as aforesaid, Landlord may, by written notice to Tenant,
terminate this Lease, such termination to be effective as aforesaid. If this
Lease is terminated as provided in this paragraph, the Rent shall be paid up
to the date that possession is so taken by public authority and Landlord
shall make an equitable refund of any Rent paid by Tenant in advance. Tenant
shall not be entitled to and expressly waives all claim to any condemnation
award for any taking, whether whole or partial, and whether for diminution in
value of the leasehold or to the fee although Tenant shall have the right, to
the extent that the same shall not reduce Landlord's award, to claim from the
condemnor, but not from Landlord, such compensation as may be recoverable by
Tenant in its own right for damage to Tenant's business, fixtures and
improvements installed by Tenant at its expense.

                                   ARTICLE IX

                                DEFAULT, REMEDIES

     Section 9.1       DEFAULT.

     The occurrence of any of the following during the Term shall constitute
an Event of Default by Tenant:

         9.1.1 Tenant shall fail to pay when due all or any portion of
   any Rent within five (5) days of the due date thereof;

         9.1.2 Tenant shall fail to pay when due any other sums, fees,
charges, costs, or expenses which are payable under this Lease within five
(5) days of the due date thereof;

         9.1.3 Tenant shall, other than in the manner permitted under this
Lease, make or permit or suffer to occur any assignment (including any
transfer of interest in Tenant which is deemed to be an assignment under this
Lease), sublease or occupancy arrangement, conveyance, transfer, conditional
or collateral assignment, pledge, hypothecation, or other encumbrance,
whether by operation of law or otherwise, of this Lease or any interest in
this Lease;

         9.1.4 Tenant shall fail in any other way in the performance or
observance of any of the terms and conditions of this Lease and within ten
(10) days shall not have cured such


                                     - 19 -

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                                                Landlord          Tenant

<PAGE>


default or, if impossible of cure within such time but possible of cure
within sixty (60) days, begun and diligently pursued such cure to completion;

         9.1.5 There shall be filed by or against Tenant in any court or
other tribunal a petition in bankruptcy or insolvency proceedings or for
reorganization or for the appointment of a receiver or trustee of all or
substantially all of Tenant's property, unless such petition shall be filed
against Tenant and Tenant shall in good faith promptly thereafter commence
and diligently prosecute any and all proceedings appropriate to secure the
dismissal of such petition and shall secure such dismissal within thirty (30)
days of its filing;

         9.1.6 Tenant shall be adjudicated a bankrupt or an insolvent or take
the benefit of any federal reorganization or composition proceeding, make an
assignment for the benefit of creditors, or take the benefit of an insolvency
law;

         9.1.7 A trustee in bankruptcy or a receiver shall be appointed or
elected or had for Tenant, whether under federal or state laws;

         9.1.8 Tenant's interest under this Lease shall be sold under any
execution or process of law;

         9.1.9 the Premises shall be abandoned or deserted or Tenant shall
fail to make continuous use of the Premises for twenty (20) business days for
the Use or Tenant shall have failed to complete the Initial Tenant
Improvements and open for business within four (4) months after the execution
of this Lease by both parties to it; or

         9.1.10 Tenant shall fail to maintain current, duly issued
occupational licenses, or any other permit or license required by an
applicable Legal Authority for its operations at the Premises, or Tenant
shall fail to meet the insurance requirements of this Lease and provide
certificates of insurance (and binders and policies, if required) evidencing
such compliance.

         Section 9.2       REMEDIES.

         In the event of the occurrence of an Event of Default by Tenant,
Landlord, at Landlord's option, may elect to do one or more of the following:

         9.2.1 accelerate all of the remaining Rent for the Lease Term, in
which event all Rent shall become immediately due and payable, discounted to
the current value thereof as of the date of default, by using the interest
rate on U.S. Treasury securities with a maturity date equal to the number of
months from the date of default until the normal expiration of the Term;

         9.2.2 terminate this Lease as provided by this section and re-enter
the Premises and remove all persons and property from the Premises, either by
summary proceedings or by any other suitable action or proceeding at law, or
otherwise; or

         9.2.3 without terminating this Lease, re-enter the Premises and
remove all persons and property from the Premises, either by summary
proceedings or by any other suitable action or proceeding at law, or
otherwise, and relet all or any part of the Premises.

         Section 9.3       TERMINATION.

         If Landlord elects to terminate this Lease after a default by Tenant:

          9.3.1 Landlord shall give notice of such termination, which shall
take effect ten (10) days after such notice is given, or such greater number
of days as is set forth in such notice, fully and completely as if the
effective date of


                                     - 20 -


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                                                Landlord          Tenant


<PAGE>

such termination were the date originally set forth in this Lease for the
expiration of the Lease Term;

          9.3.2 Tenant shall quit and peacefully surrender the Premises
to Landlord, without any payment by Landlord for doing so, on or before the
effective date of termination; and

          9.3.3 All Rent, including accelerated Rent, shall become due
and shall be paid up to the effective date of termination, together with such
expenses, including attorneys' fees and costs attendant thereto, at all trial
and appellate levels, as Landlord shall incur in connection with such
termination.

         Section 9.4       NO REINSTATEMENT AFTER TERMINATION.

         No receipts of monies by Landlord from Tenant after termination of this
Lease shall reinstate, continue, or extend the Term, affect any Notice
previously given by Landlord to Tenant, or operate as a waiver of the right of
Landlord to enforce the payment of Rent.

         Section 9.5       RETENTION OF SUMS AFTER TERMINATION.

         If Landlord shall terminate this Lease, Landlord shall be entitled to
retain, free of trust, all sums then held by Landlord pursuant to any of the
provisions of this Lease. In the interim following such termination until the
retention of such sums by Landlord free of trust, such sums shall be available
to Landlord, but not to Tenant, pursuant to and for the purposes provided by the
terms and conditions of this Lease.

         Section 9.6       RE-ENTRY.

         In the event of any re-entry and/or dispossession by summary
proceedings or otherwise without termination of this Lease:

         9.6.1 all Rent shall become due and shall be paid up to the
time of such re-entry and/or dispossession, together with such expenses,
including attorneys' fees and costs attendant thereto, at all trial and
appellate levels, as Landlord shall incur in connection with such re-entry
and/or dispossession by summary proceedings or otherwise; and

         9.6.2 all Rent for the remainder of the Lease Term may be
accelerated and due in full, the collection of such sums being subject to the
provisions of Section 9.6.3.3; and

         9.6.3 Landlord may relet all or any part of the Premises,
either in the name of Landlord or otherwise, for a term or terms which may, at
Landlord's option, be equal to, less than, or greater than the period which
would otherwise have constituted the balance of the Term. In connection with
such reletting:

               9.6.3.1  Tenant or Tenant's representative shall pay, as
Additional Rent, to Landlord, as they are incurred by Landlord, such
reasonable expenses as Landlord may incur in connection with reletting,
including, without limitation, legal expenses, attorneys' fees and costs
attendant thereto, at all trial and appellate levels, brokerage commissions,
and expenses incurred in altering, repairing, and putting the Premises in
good order and condition and in preparing the Premises for reletting;

               9.6.3.2  Tenant or Tenant's representative shall pay to
Landlord, in monthly installments on the due dates for Rent payments for each
month of the balance of the Term, the amount by which any Rent payment
exceeds the net amount, if any, of the rents for such period collected on
account of the reletting of the Premises; any suit brought to collect such
amount for any month or months shall not prejudice in any way the rights of
Landlord to collect the deficiency for any subsequent month or months by a
similar action or proceeding;

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               9.6.3.3  at Landlord's option exercised at any time, Landlord
shall be entitled to recover immediately from Tenant, in addition to any
other proper claims, but in lieu of and not in addition to any amount which
would thereafter become payable under the preceding subsection, a sum equal
to the amount by which the sum of the Rent for the balance of the Lease Term,
compound discounted at the current value as of the date of default (in the
manner described in Section 9.2.1.), exceeds the net rental value of the
Premises, compound discounted at the same annual rate to its then-present
worth, for the balance of the Lease Term. In determining such net rental
value of the Premises, the rent realized by any reletting of the Premises, if
such reletting is upon terms (other than rental amounts) generally comparable
to the terms of this Lease, shall be deemed to be such net rental value; and

               9.6.3.4  at Landlord's option, Landlord may make such
alterations and/or decorations in or upon the Premises as Landlord, in
Landlord's sole judgment, considers advisable and necessary for the purpose
of reletting the Premises, provided that any such alterations or decorations
are not materially inconsistent with the standard of Tenant's alterations and
decorations under Article V hereof; the making of such alterations and/or
decorations shall not operate or be construed to release Tenant from
liability under this Section; the cost of all such alterations and/or
decorations shall be paid by Tenant to Landlord as Additional Rent.

     Section 9.7       SUMS COLLECTED UPON RELETTING.

     Landlord shall have, receive, and enjoy as Landlord's sole and absolute
property, any and all sums collected by Landlord as rent or otherwise upon
reletting the Premises after Landlord shall resume possession of the Premises
as provided by this Lease, including, without limitation, any amounts by
which the sum or sums so collected shall exceed the continuing liability of
Tenant under this Lease. If Landlord shall have accelerated Rent payments and
collected same from Tenant, and subsequently shall have relet the Premises,
then Landlord, after deducting all costs related to reletting, including, but
not limited to, those described or anticipated in this Section 9.7 and in
Section 9.11, and any other sums due from Tenant to Landlord, shall pay to
Tenant the amount remaining which is collected as Rent for each month, to the
extent Landlord shall have previously received the Rent for such month from
Tenant (but Landlord may retain any such amount, for application to future
amounts not yet paid but which may become due).

     Section 9.8       NO EFFECT ON SUIT.

     Landlord and Tenant agree that after the commencement of suit for
possession of the Premises or after final order or judgment for the possession
of the Premises, Landlord may demand, receive, and collect any monies due or
coming due without in any manner affecting such suit, order, or judgment. All
such monies collected shall be deemed to be payments on account of the use and
occupation of the Premises, or, at the election of Landlord, on account of
Tenant's liability under this Lease.

     Section 9.9       WAIVER OF RIGHTS OF REDEMPTION.

     Tenant waives all rights of redemption which may otherwise be provided
by any Legal Requirement in the event that Landlord shall, because of the
occurrence of an Event of Default by Tenant, obtain possession of the
Premises under legal proceedings, or pursuant to present or future law or to
the terms and conditions of this Lease.

     Section 9.10      USE OF WORD "RE-ENTRY".

     The words "re-enter" and "re-entry", as used in this Section, are not
and shall not be restricted to their technical legal meaning, but are used in
the broadest sense.

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     Section 9.11      LANDLORD'S RIGHT TO CURE TENANT'S DEFAULTS.

     Whenever and as often as Tenant shall fail or neglect to comply with the
terms and conditions of this Lease, Landlord, at Landlord's option and upon
ten (10) days' Notice to Tenant (or upon shorter Notice, or with no Notice at
all, if reasonable to meet an emergency or a time limitation imposed by Legal
Authorities), may, in addition to all other remedies available to Landlord,
perform, or cause to be performed, such work, labor, services, acts, or
things, and take such other steps, including, but not limited to, entry onto
the Premises, as Landlord may deem advisable, to comply with and perform any
such term or condition. Tenant shall reimburse Landlord upon demand, and from
time to time, for all costs and expenses suffered or incurred by Landlord in
so complying with or performing such term or condition, which shall be deemed
Additional Rent. The commencement of any work or the taking of any other
steps or performance of any other act by Landlord pursuant to this Section
shall not be deemed to obligate Landlord to complete the curing of any term
or condition which is in default.

     Section 9.12      LANDLORD'S EXPENSES.

     In the event of a default by Tenant, Tenant shall reimburse Landlord
upon demand for all reasonable expenses, including attorneys' fees and costs
for negotiation, trial, or appellate work (including fees for the services of
paralegals and similar persons) incurred by Landlord in connection with (a)
any litigation or dispute in which Landlord becomes a party or otherwise
becomes involved related to the Premises or Landlord's rights or obligations
under this Lease (except to the extent Landlord is found to be at fault); (b)
all costs of reletting the Premises in the event of Tenant's default,
including, but not limited to, brokers' charges, and the proportionate share
of the original broker's fees, if any, for which Tenant has not paid all
Rent, (c) the enforcement or collection of any judgments, settlements or
court awards, and (d) if the leasehold interest of Tenant under this Lease
shall be held by more than one person or entity, and if litigation shall
arise by reason of a dispute among such persons or entities, then Landlord's
reasonable expenses incurred if Landlord is made a party to, or incurred
otherwise in connection with, such litigation.

                                    ARTICLE X

                                    SECURITY

     Section 10.1      SECURITY DEPOSIT.

          10.1.1 Tenant has deposited with Landlord the sum specified in the
Basic Term Sheet to be retained by Landlord without liability for interest,
as security for the payment of all Rent and other sums of money which shall
or may be payable for the full stated term of this Lease, and any extension
or renewal thereof, and for the faithful performance of all the terms of this
Lease to be observed and performed by Tenant.

          10.1.2 The Security Deposit shall not be mortgaged, assigned,
transferred or encumbered by Tenant without the prior written consent of
Landlord and any such act on the part of Tenant shall be without force or
effect and shall not be binding upon Landlord. If any of the Rent herein
reserved or any other sum payable by Tenant to Landlord shall be overdue and
unpaid or should Landlord make payments on behalf of Tenant, or if Tenant
shall fail to perform any of the terms of this Lease, then Landlord may, at
its option and without prejudice to any other remedy which Landlord may have
on account thereof, appropriate and apply said entire deposit or so much
thereof as may be necessary to compensate Landlord toward the payment of Rent
or Additional Rent or loss or damage sustained by Landlord due to breach on
the part of Tenant; and Tenant shall promptly upon demand restore said
security to the original sum deposited. If Tenant should be overdue in the
payment of monthly Rent or other sums payable to Landlord on at least two or
more occasions during

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<PAGE>

a year, Landlord, at its option, may require Tenant to increase the amount of
Security Deposit now held by Landlord by an amount sufficient to cover at
least two months' Rent. In this event, upon receipt of the additional
security sum, Landlord and Tenant shall evidence such receipt by a letter
signed and acknowledged by both Landlord and Tenant to be incorporated as
part of this Lease amending the Basic Term Sheet, stating the "New Total
Amount" so held without liability for any interest. Within sixty (60) days
after the expiration of the tenancy hereby created, whether by lapse of time
or otherwise, provided Tenant shall not be in default hereunder and shall
have complied with all the terms, covenants and conditions of this Lease,
including the yielding up of immediate possession to Landlord, Landlord
shall, upon being furnished with affidavits and other satisfactory evidence
by Tenant that Tenant has paid all bills incurred by it in connection with
its performance of the terms, covenants and conditions of this Lease, return
to Tenant said sum on deposit or such portion thereof then remaining on
deposit with Landlord as set forth herein. In the event Tenant has not
complied with all the obligations provided for hereunder, Landlord may
appropriate a part or all of the Security Deposit as liquidated damages to
satisfy Tenant's obligations.

                                   ARTICLE XI

                          ADDITIONAL TENANT AGREEMENTS

     Section 11.1      MORTGAGE FINANCING AND SUBORDINATION.

     This Lease and all of Tenant's rights hereunder are and shall be
subordinate to the present and any future mortgage upon the Building, as well
as to any existing ground lease, however, Tenant shall, upon request of
either Landlord, the holder of any mortgage or Deed of Trust now or hereafter
placed upon the Landlord's interest in the Premises or future additions
thereto, and to any ground lease now or hereafter affecting the Premises,
execute and deliver upon demand, any such further instruments subordinating
this Lease to the lien of any such mortgage or mortgages, and such ground
lease, provided such subordination shall be upon the express condition that
this Lease shall be recognized by the mortgagees and ground lessors and that
the rights of Tenant shall remain in full force and effect during the Lease
Term and any extension thereof, notwithstanding any default by the mortgagors
with respect to the mortgages or any foreclosure thereof, or any default by
the ground lessee, so long as Tenant shall perform all of the covenants and
conditions of this Lease. Tenant agrees to attorn to the mortgagee or
purchaser or successor or ground lessor, and agrees to execute all agreements
required by Landlord's mortgagee or ground lessor or any purchaser at a
foreclosure or sale in lieu of foreclosure by which agreements Tenant will
attorn to the mortgagee or purchaser or successor or ground lessor.

     Section 11.2      ASSIGNMENT OR SUBLETTING.

          11.2.1 The subject of assignment or subletting is set forth in
Section 1.2.18 of this Lease

          11.2.2 Any assignment or sublease by Tenant shall be only for the
permitted Use or general office use, and for no other purpose, and in no
event shall any assignment or sublease of the Premises release or relieve
Tenant from any obligations of this Lease.

          11.2.3 In the event that Tenant shall seek Landlord's permission to
assign this Lease or sublet the Premises or allow additional occupants,
Tenant shall provide to Landlord the name, address, financial statement and
business experience resume for the immediately preceding two (2) years of the
proposed assignee or subtenant or occupant and such other information
concerning such proposed assignee or subtenant or occupant as Landlord may
require. This information shall be in writing and shall be received by
Landlord no less than thirty


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(30) days prior to the effective date of the proposed assignment or sublease
or occupancy

          11.2.4 If Tenant is a corporation or partnership and any transfer,
sale, pledge or other disposition of more than fifty percent (50%) of the
common stock or partnership interests shall occur, or voting control or power
to vote the majority of the outstanding capital stock or partnership
interests be changed, such action shall be deemed an assignment under the
terms of this Lease and shall be subject to all the terms and conditions
thereof. Any breach of the assignment clause by Tenant will constitute a
default under the terms of this Lease and Landlord shall have all rights and
remedies available to it as set forth herein.

     Any proposed assignee or subtenant of Tenant shall assume Tenant's
obligations hereunder and deliver to Landlord an assumption agreement in form
reasonably satisfactory to Landlord no less than ten (10) days prior to the
effective date of the proposed assignment or sublease.

     Notwithstanding any of the foregoing provisions, if Tenant is in default
under any of the terms of this Lease, Tenant may not assign or sublet the
Premises in whole or in part.

     Section 11.3      TENANT'S NOTICE TO LANDLORD OF DEFAULT.

     Should Landlord be in default under any of the terms of this Lease,
Tenant shall give Landlord prompt written notice thereof in the manner
specified in Section 12.1, and Tenant shall allow Landlord a reasonable
length of time in which to cure such default, which time shall not in any
event be less than thirty (30) days from the date of receipt of such notice.

     Section 11.4      SHORT FORM LEASE.

     Tenant agrees not to record this Lease without the express written
consent of Landlord.

     Section 11.5      SURRENDER OF PREMISES AND HOLDING OVER.

     At the expiration of the tenancy, Tenant shall surrender the Premises in
good condition, reasonable wear and tear excepted, and damage by unavoidable
casualty (except to the extent that the same is covered by Landlord's fire
insurance policy with extended coverage endorsement), and Tenant shall
surrender all keys for the Premises to Landlord at the place then fixed for
the payment of Rent and shall inform Landlord of all combinations on locks,
safes and vaults, if any, in the Premises. Tenant shall remove all its trade
fixtures and any alterations or improvements, subject to the provisions of
Section 6.5, before surrendering the Premises, and shall repair, at its own
expense, any damage to the Premises caused thereby. Tenant's obligations to
observe or perform this covenant shall survive the expiration or other
termination of the Lease Term. In the event Tenant remains in possession of
the Premises after the expiration of the tenancy created hereunder, whether
or not with the consent or acquiescence of Landlord, and without the
execution of a new lease, Tenant, at the option of Landlord, shall be deemed
to be occupying the Premises as a tenant at will on a week-to-week tenancy
and in no event on a month-to-month or on a year-to-year tenancy. The rent
during this week-to-week tenancy shall be payable weekly at twice the Fixed
Minimum Rent, and twice all other charges due hereunder, and it shall be
subject to all the other terms, conditions, covenants, provisions and
obligations of this Lease, and no extension or renewal of this Lease shall be
deemed to have occurred by such holding over. Tenant's obligations to observe
or perform this covenant shall survive the expiration or other termination of
the Lease Term.

         Section 11.6      ESTOPPEL CERTIFICATE.

     Each party shall provide at any time, within ten (10) days of the other
party's written request, a statement certifying that

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this Lease is unmodified and in full force and effect or, if there have been
modifications, that same are in full force and effect as modified and stating
the modifications, and the dates to which the Fixed Minimum Rent and other
charges have been paid in advance, if any. For Landlord's benefit. it is
intended that any such statement delivered pursuant to this paragraph may be
relied upon by any prospective purchaser or mortgagee of the Premises. For
Tenant's benefit, it is intended that any such statement delivered pursuant
to this paragraph may be relied upon by any prospective purchaser of or
lender to Tenant.

     Section 11.7      COMPLIANCE WITH LAW.

          11.7.1 At all times during the Lease Term, Tenant shall, at
Tenant's own cost and expense, fully perform and comply with any law,
statute, code, rule, regulation, ordinance, order, judgment, decree, writ,
injunction, franchise, permit, certificate, license (including any beer, wine
or liquor license), authorization, registration, or other direction or
requirement of any domestic or foreign federal, state, county, municipal, or
other government or governmental or quasi-governmental department,
commission, board, bureau, court, agency, or instrumentality having
jurisdiction or authority over Landlord, Tenant, and/or all or any part of
the Premises ("Legal Authority"), which is now or in the future applicable to
the Tenant's particular use of the Premises, including those not within the
present contemplation of the parties ("Legal Requirements"), and applicable
insurance underwriters' rules, regulations, decrees or requirements, whether
or not they shall necessitate ordinary or extraordinary structural changes,
improvements, replacements, or repairs to the Premises, or cause any
interference with the Use. Tenant acknowledges that the Building is not newly
constructed, and Tenant shall cooperate with Landlord in asbestos removal or
any other matter which may be necessary or advisable in connection with Legal
Requirements.

          11.7.2 At all times during the Term, Tenant shall not do, permit,
or suffer to be done any act, or cause, permit, or suffer to exist any
condition upon the Premises, which may (a) be dangerous, unless safeguarded
as provided for by Legal Requirements; (b) constitute a public or private
nuisance; (c) make any Insurance void or voidable or cause any increase in
Insurance premiums; or (d) involve invasive medical procedures including but
not limited to the use of syringes. Landlord may enforce this provision in
different ways from time to time, and the permitting by Landlord of certain
activities on one or more occasions shall not alter Landlord's rights to
prohibit or modify such activities at other times. Tenant acknowledges and
agrees that Landlord shall have the right to provide for the comfort of
others in the Building and that such right is a significant consideration and
inducement to Landlord to enter into this Lease.

          11.7.3   Tenant shall:

               11.7.3.1 neither cause nor permit the Premises to be used to
generate, manufacture, refine, transport, treat, store, handle, dispose,
transfer, produce, or process Hazardous Materials, except in compliance with
all Legal Requirements;

               11.7.3.2 neither cause nor permit a release or threatened
release of Hazardous Materials onto the Premises, the air, water or any other
property as a result of any intentional or unintentional act or omission on
the part of Tenant;

               11.7.3.3 comply with all applicable Legal Requirements related
to Hazardous Materials;

               11.7.3.4 conduct and complete all investigations, studies,
sampling, and testing, and all remedial, removal, and other actions on, from,
or affecting the Premises in accordance with such applicable Legal
Requirements and to the satisfaction of Landlord;


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               11.7.3.5 allow access to the Premises by Landlord and
applicable regulatory authorities so that they may assure compliance with
this Section 11.8;

               11.7.3.6 upon the expiration or termination of this Lease,
deliver the Premises to Landlord free of all Hazardous Materials; and

               11.7.3.7 defend, indemnify, and hold harmless Landlord and
Landlord's employees and other agents from and against any claims, demands,
penalties, fines, liabilities, settlements, damages, costs, or expenses of
any kind or nature, known or unknown, contingent or otherwise (including,
without limitation, accountants' and attorneys' fees (including fees for the
services of paralegals and similar persons), consultant fees, investigation
and laboratory fees, court costs, and litigation expenses at the trial and
all appellate levels), arising out of, or in any way related to (a) the
presence, disposal, release, or threatened release, by or caused by Tenant or
its agents, of any Hazardous Materials which are on, from, or affecting the
air, soil, water, vegetation, buildings, personal property, persons, animals,
or otherwise; (b) any personal injury, including wrongful death, or damage to
property, real or personal, arising out of or related to such Hazardous
Materials; (c) any lawsuit brought, threatened, or settled by Legal
Authorities or other parties, or order by Legal Authorities, related to such
Hazardous Materials; and/or (d) any violation of Legal Requirements related
in any way to such Hazardous Materials. For the purposes of this Lease
"Hazardous Materials" means any flammable explosives, radioactive materials,
oil or petroleum products and their by-products, asbestos,
polychlorobiphenyls, hazardous materials, hazardous wastes, hazardous or
toxic substances, or related materials as defined under or regulated by any
Legal Requirements, including, without limitation, the following statutes and
the regulations promulgated under their authority: (a) the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended
(42 U.S.C. Sections 9601 et seq.); (b) the Hazardous Materials Transportation
Act, as amended (49 U.S.C. Sections 1801 et seq.); and (c) the Resource
Conservation and Recovery Act of 1976, as amended (42 U.S.C. Sections 6901 et
seq.). The provisions of this Section 11.7 shall survive the expiration or
termination of this Lease. Tenant shall, however, have the right to use and
store on the Premises materials (such as cleaning fluids, "white out" and
similar substances) used in the ordinary course of its business, subject to
compliance with Legal Requirements.

     Section 11.8      Landlord Compliance

Landlord shall defend, indemnify, and hold harmless Tenant and Tenant's
employees from and against any claims, demands, penalties, fines,
liabilities, settlements, damages, costs, or expenses of any kind or nature,
known or unknown, contingent or otherwise (including, without limitation,
accountants' and attorneys' fees (including fees for the services of
paralegals and similar persons), consultant fees, investigation and
laboratory fees, court costs, and litigation expenses at the trial and all
appellate levels), arising out of, or in any way related to (a) the presence,
disposal, release, or threatened release, by or caused by Landlord or its
agents, of any Hazardous Materials which are on, from, or affecting the air,
soil, water, vegetation, buildings, personal property, persons, animals, or
otherwise; (b) any personal injury, including wrongful death, or damage to
property, real or personal, arising out of or related to such Hazardous
Materials; (c) any lawsuit brought, threatened, or settled by Legal
Authorities or other parties, or order by Legal Authorities, related to such
Hazardous Materials; and/or (d) any violation of Legal Requirements related
in any way to such Hazardous Materials. For the purposes of this Lease
"Hazardous Materials" means any flammable explosives, radioactive materials,
oil or petroleum products and their by-products, asbestos,
polychlorobiphenyls, hazardous materials, hazardous wastes, hazardous or
toxic substances, or related materials as defined under or regulated by any
Legal Requirements, including,

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<PAGE>

without limitation, the following statutes and the regulations promulgated
under their authority: (a) the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601
et seq.); (b) the Hazardous Materials Transportation Act, as amended (49
U.S.C. Sections 1801 et seq.); and (c) the Resource Conservation and Recovery
Act of 1976, as amended (42 U.S.C. Sections 6901 et seq.). The provisions of
this Section 11.8 shall survive the expiration or termination of this Lease

     Section 11.9      RULES AND REGULATIONS.

     Tenant's use of the Premises shall be subject, at all times during the
Lease Term, to Landlord's right to adopt in writing, from time to time,
modify and/or rescind reasonable Rules and Regulations not in conflict with
any of the express provisions hereof governing the use of the parking areas,
walks, driveways, passageways, common areas, signs, exterior of Building,
lighting and other matters affecting other tenants in and the general
management and appearance of the Building of which the Premises are a part,
but no such rule or regulation shall discriminate against Tenant. The current
Rules and Regulations are attached as Exhibit "C".

     Section 11.10     ABANDONMENT.

         Tenant shall not vacate or abandon the Premises at any time during
the Lease Term, nor permit the Premises to remain unoccupied for a period
longer than twenty (20) consecutive days during the Lease Term. If Tenant
shall abandon, vacate or surrender the Premises, or be dispossessed by
process of law or otherwise, any personal property belonging to Tenant left
on the Premises shall, at the option of the Landlord, be deemed abandoned,
and Landlord may sell, store, or dispose of it at Tenant's expense.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

     Section 12.1      NOTICES.

     Whenever notice shall or may be given to either of the parties by the
other, each such notice shall be either delivered in person or sent by
nationally recognized overnight delivery service, or certified or registered
mail, in each case with return receipt requested. Notices to Landlord shall
be sent to the address specified in the Basic Term Sheet. Notices to Tenant
shall be sent to the address specified in the Basic Term Sheet. Any notice
under this Lease shall be deemed to have been given at the time it is
received or refused by the addressee.

     Section 12.2      ENTIRE AND BINDING AGREEMENT.

     This Lease contains all of the agreements between the parties hereto,
and it may not be modified in any manner other than by agreement in writing
signed by all parties hereto or their successors in interest. The terms,
covenants and conditions contained herein shall inure to the benefit of and
be binding upon Landlord and Tenant and their respective heirs, successors
and permitted assigns, except as may be otherwise expressly provided in this
Lease.

     Section 12.3      PROVISIONS SEVERABLE.

     If any term or provision of this Lease or the application thereof to any
person or circumstance shall, to any extent, be illegal, invalid or
unenforceable, the remainder of this Lease, or the application of such term
or provision to persons or circumstances other than those to which it is held
illegal, invalid or unenforceable shall not be affected hereby and each term
and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.

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     Section 12.4      CAPTIONS.

     The captions contained herein are for convenience and reference only and
shall not be deemed as part of this Lease or construed as in any manner
limiting or amplifying the terms and provisions of this Lease to which they
relate.

     Section 12.5      RELATIONSHIP OF THE PARTIES.

     Nothing herein contained shall be deemed or construed as creating the
relationship of principal and agent or of partnership or joint venture
between the parties hereto; it being understood and agreed that neither the
method of computing rent nor any other provision contained herein nor any
acts of the parties hereto shall be deemed to create any relationship between
the parties other than that of Landlord and Tenant.

     Section 12.6      ACCORD AND SATISFACTION.

     No payment by Tenant or receipt by Landlord of a lesser amount than the
Rent herein stipulated shall be deemed to be other than on account of the
earliest stipulated Rent nor shall any endorsement or statement on any check
or any letter accompanying any check or payment as Rent be deemed an accord
and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such Rent or pursue
any other remedy provided for in this Lease or available at law or in equity.

     Section 12.7      BROKER'S COMMISSION.


Each party warrants to the other that it has not engaged any Real Estate
Broker or Realtor, except for Cushman & Wakefield (which represents Tenant)
and Codina Bush KleinxONCOR International (which represents Landlord) in
connection with such party's execution of this Lease and agrees to indemnify
and save the other party harmless from any liability that may arise from such
claim, including reasonable attorneys' fees by any other broker, realtor or
finder.

     Section 12.8      CORPORATE AND PARTNERSHIP STATUS.

          12.8.1 If Tenant is a corporation or partnership, tenant's
corporate or partnership status shall continuously be in good standing and
active and current with the state of its incorporation and reincorporation,
and is qualified to do business in the State of Florida at the time of
execution of the Lease and at all times thereafter. Tenant shall keep its
corporate status active and current throughout the Lease Term or any
extensions or renewals. Tenant shall, when requested, provide Landlord a
current copy of the Certificate of Good Standing under Seal. Failure of
Tenant to keep its corporate or partnership status active and current shall
constitute a default under the terms of the Lease. In the event this Lease is
signed on behalf of Tenant by a person in a representative capacity, each of
the person or persons signing in such capacity represents and warrants to the
Landlord and its successors and assigns that:

               12.8.1.1 Their execution and delivery of this lease has been
duly and validly authorized and all requisite actions have been taken to make
it valid and binding on the entity they represent.

               12.8.1.2 The entity they represent will, on the date of the
commencement of and at all times during the term of this Lease, be duly
organized, validly existing and in good standing in the state of its
organization and entitled to conduct its business in the state where the
Premises is located.

     Section 12.9      MISCELLANEOUS.

          12.9.1 Landlord shall not be liable for any injury or damage to
persons or property resulting from fire, explosion, falling materials, steam,
gas, electricity, water, rain or leaks


                                     - 29 -


                                           ------------------/----------------
                                                Landlord           Tenant


<PAGE>

from any part of the Premises or from the pipes, appliances or plumbing works
or from the roof, street or subsurface or from any other place or by dampness
or by any other cause of whatsoever nature, unless caused by the gross
negligence or willful misconduct of Landlord. All property of Tenant,
including merchandise and furnishings, kept or stored on the Premises shall
be so kept or stored at the risk of Tenant only and Tenant shall hold
Landlord harmless from any and all claims arising out of damage to same. If
Landlord is required to make repairs by reason of any act, omission or
negligence of Tenant, any permitted subtenants, concessionaires or their
respective employees, agents, invitees, licensees or contractors, the cost of
such repairs shall be borne by Tenant and shall be due and payable
immediately upon receipt of Landlord's notification of the amount due.

          12.9.2 At Tenant's request, if Landlord provides any miscellaneous
services and/or supplies to Tenant or Tenant's Premises (including by way of
example, but not limited to: keys, directory strips, carpet cleaning,
non-standard light bulbs, repairs, locks, parking) all charges for these
services imposed by Landlord shall be billed to Tenant and payable by Tenant
as Additional Rent. Landlord shall have the same remedies for failure to pay
the same as for non-payment of Fixed Minimum Rent. Tenant covenants and
agrees to pay Landlord all applicable sales tax or other taxes which may be
imposed on the above Additional Rent.

          12.9.3 It is specifically understood and agreed that there shall be
no personal liability on Landlord, or any of its general or limited partners,
in respect to any of the covenants, conditions or provisions of this Lease;
in the event of a breach or default by Landlord of any of its obligations
under this Lease, Tenant shall look solely to the equity of Landlord in the
Building for the satisfaction of Tenant's remedies. In the event of a sale or
transfer of the Building or any portion thereof which includes the Premises,
or in the event of the making of the lease of the Building or of any portion,
or in the event of a sale or transfer of the leasehold estate under any such
underlying lease, the grantor, transferor or Landlord, as the case may be,
shall thereafter be entirely relieved of all terms, covenants and obligations
thereafter to be performed by Landlord under this Lease to the extent of the
interest or portion so sold, transferred or leased, and it shall be deemed
and construed, without further agreement between the parties and the
purchaser, transferee or Tenant, as the case may be, has assumed and agreed
to carry out any and all covenants of Landlord hereunder.

          12.9.4 The parties hereby waive trial by jury in any action,
proceeding or counter claim brought by either of the parties hereto against
the other or any matters whatsoever arising out of or in any way connected
with this Lease, the relationship of Landlord and Tenant, Tenant's use or
occupancy of the Premises, and/or claim of injury or damage.

          12.9.5 In the event of a breach by Tenant of any of the covenants
or provision hereof, Landlord shall have, in addition to any other remedies
which it may have, the right to invoke any remedy allowed at law or in
equity, including injunctive relief, to enforce Landlord's rights or any of
them, as if re-entry and other remedies were not herein provided for.

          12.9.6 In the event of any litigation arising out of enforcement of
this Lease, the prevailing party in such litigation shall be entitled to
recovery of all costs, including reasonable attorneys' fees at all trial and
appellate levels.

          12.9.7 Notwithstanding anything in this Lease to the contrary,
Landlord reserves all rights which any state or local laws, rules,
regulations or ordinances confer upon a Landlord against a Tenant in default.
This article shall apply to any renewals or extensions of this Lease.

                                     - 30 -


                                       ------------------/----------------
                                            Landlord           Tenant
<PAGE>


          12.9.8 This agreement shall be deemed to have been made in Dade
County, Florida and shall be interpreted, and the rights and liabilities of
the parties here determined, in accordance with the laws of the State of
Florida. The parties agree that jurisdiction and venue for any litigation
concerning or arising out of this Lease shall be maintained in the Courts of
Dade County, Florida or the U.S. District Court for the Southern District of
Florida, and Tenant agrees that service of process in any such litigation may
be served upon it, in addition to those procedures set forth in Florida law,
in the manner set forth in Section 12.1 of this Lease.

     Section 12.10     FINANCIAL STATEMENTS.

     Tenant shall furnish Landlord, within ten (10) business days after
Landlord's request therefor, a, current unaudited financial statement of
Tenant (provided, that if Tenant becomes at any time during the term of this
Lease or any renewal thereof, a publicly held entity, Tenant shall deliver
instead a copy of its audited financial statement), but Landlord shall not be
entitled to make such request under this section more frequently than twice
annually. Unless Landlord has reason to believe there has been a material
reduction in the financial worth of any of such parties, such financial
statement(s) shall not be required to be furnished more than twice each
calendar year as to Tenant.

     Section 12.11     NON-WAIVER PROVISIONS.

           12.11.1 The failure of Landlord to insist upon a strict
performance of any of the terms, conditions and covenants herein shall not be
deemed to be a waiver of any rights or remedies that Landlord may have and
shall not be deemed a waiver of any subsequent breach or default in the
terms, conditions and covenants herein contained except as may be expressly
waived in writing.

           12.11.2 The maintenance of any action or proceeding to recover
possession of the Premises or any installment or installments of rent or any
other monies that may be due or become due from Tenant to Landlord shall not
preclude Landlord from thereafter instituting and maintaining subsequent
actions or proceedings for the recovery or possession of the Premises or of
any other monies that may be due or become due from Tenant including all
expenses, court costs and attorneys' fees and disbursements incurred by
Landlord in recovering possession of the Premises and all costs and charges
for the care of the Premises while vacant. Any entry or re-entry by Landlord
shall not be deemed to absolve or discharge Tenant from liability hereunder.

           12.11.3 If Landlord is delayed or prevented from performing any of
its obligations under this Lease by reason of strike, labor disputes, or any
cause whatsoever beyond Landlord's reasonable control, the period of such
delay or such prevention shall be deemed added to the time herein provided
for the performance of any obligation by Landlord.

     Section 12.       RADON GAS.

     Pursuant to F.S. 404.056(8), Tenant is hereby notified that 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. In no event shall Landlord be liable for direct or indirect,
consequential or incidental damages arising from the existence or discovery
of radon in the Premises.


                                     - 31 -

                                           ------------------/----------------
                                                Landlord           Tenant

<PAGE>



                  IN WITNESS WHEREOF, Landlord and Tenant above duly executed
         this Lease as of the day and year first above written, each
         acknowledging receipt of an executed copy hereof.

WITNESSES:                                  LANDLORD:

                                            NWT PARTNERS, LTD., a _______
                                            limited partnership

                                            BY:  NWT, Inc., a  Florida
---------------------------------------          corporation, as General
Name:                                            Partner

---------------------------------------
Name:
                                            By:
                                                --------------------------------
                                                Vice President

                                                [Corporate Seal]

                                            TENANT:

                                                STAR TELECOMMUNICATIONS,
                                                INC, a Delaware
                                                corporation qualified to
                                                do business in Florida
---------------------------------------
Name:

                                                By:
                                                   -----------------------------
---------------------------------------
Name:                                           Name/Title:
                                                           ---------------------
                                                           [Corporate Seal



                                     - 32 -


                                           ------------------/----------------
                                                Landlord           Tenant

<PAGE>



                                    EXHIBIT A

                                LEGAL DESCRIPTION

PARCEL I: Lots 1, 2 and 3 of Smith Subdivision of Lots 4, 5 and 6 in Block
102 North, City of Miami, according to the plat thereof recorded in Plat Book
3, page 5, Public Records of Dade County, Florida.

PARCEL II: Non-exclusive right-of-way and easement for a term of years for
ingress and egress from Parcel I to Northeast Third Avenue on and over Lot 6,
less North 28 ft. thereof, of Smith Subdivision of Lots 4,5 and 6, of Block
102 North, City of Miami, according to the plat thereof in Plat Book 3 at
page 5, Public Records of Dade County, Florida, as created by Right-of-Way
and Easement Agreement dated September 27, 1979, filed September 28, 1979
under CF 79R275271 and recorded in O.R. Book 10527 at pages 1401-1405, and as
assigned by assignment in O.R. Book 10527, page 1394, and as assigned by
assignment in O.R. Book 10971, page 1866, and as conveyed by Warranty Deed in
O.R. Book 12001, page 960, Public Records of Dade County, Florida.

PARCEL III: The South 24.00 feet of Lot 2 and all of Lot 3, in Block 102
North, City of Miami, A.L. Knowlton Map of Miami, according to the Plat
thereof recorded in Plat Book B, at page 41, of the Public Records of Dade
County, Florida.

                                     - 1 -

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                                                Landlord          Tenant


<PAGE>


                                   EXHIBIT "C"

                              RULES AND REGULATIONS

     1.       At all times during the terms of this Lease, the Landlord shall
have the right by themselves, their agents, and employees, to enter into and
upon the Premises during reasonable business hours upon reasonable prior oral
or written notice to Tenant for the purpose of examining and inspecting the
same and determining whether the Tenant shall have complied with his
obligation under the Lease and the rules and regulations contained herein, in
respect to the care and maintenance of the Premises and the repair or
rebuilding of the improvements thereon, when necessary as modified by Section
6.6 of the Lease.

     2.       Tenant shall not use the name of the Building for any purpose
other than Tenant's business address and shall never use a picture or
likeness of the Building or Premises in any advertisement, notice or
correspondence without Landlord's advance written consent hereto, which
consent shall not be unreasonably withheld, delayed or conditioned.

     3.       Tenant shall not make or permit any noise or odor that is
objectionable to the public, to other occupants of the Building, or to
Landlord to emanate from the Premises and shall not create or maintain a
nuisance thereon and shall not disturb, solicit or canvass any occupant and
shall not do any act tending to injure the reputation of the Building or
Premises.

     4.       Except as otherwise specifically provided in Exhibit A-1,
Tenant shall not place or permit any radio antenna, loud speakers, sound
amplifiers, or similar devices on the roof or outside of the Building, or
within the core area.

     5.       The sidewalks, entrances, passages, elevators, vestibules,
stairways, corridors and halls must not be obstructed or encumbered or used
for any purpose other than ingress and egress to and from the Premises.

     6.       With the exception of initially moving into or completely
moving out of the Tenant's Premises, supplies, goods, materials, packages,
furniture and all such items of every kind are to be delivered at the
entrance point provided therefor, through service elevators or dumbwaiters to
the Tenant, or in such manner as the Landlord may provide and the Landlord is
not responsible for the loss or the damage of any such property.

     7.       The Landlord may retain a pass key to the Premises, solely for
use in accordance with Section 6.6 of the Lease. The Tenant shall not alter
any lock or install a new lock or a knocker on any door of the Premises
without written consent of the Landlord or the Landlord's agent, provided, in
case such consent is given, the Tenant shall make provisions that the lock is
compatible with the Landlord keying system pursuant to the Landlord's right
of access to the Premises.

     8.       Tenant shall, upon termination of the Lease or of Tenant's
possession, surrender all keys of the Premises to landlord at the Building
office and shall make known to Landlord the explanation of all combination
locks on safes, cabinets, and vaults in the Premises.

     9.       Tenant shall not install any concession or vending machines in
the Premises, and shall not sell from the Premises the following items:
cigars, cigarettes, tobacco, pipes, candies, newspapers, magazines, or
greeting cards.

     10.      Landlord reserves the right to: (1) change the street address
of the Building; (2) install and maintain a sign or signs on the exterior or
interior of the Building; (3) designate all sources furnishing sign painting
and lettering and, and (4) take all measures as may be necessary or desirable
for the safety, protection or preservation of the Premises of the Building.

                                     - 1 -



                                           ------------------/----------------
                                                Landlord          Tenant

<PAGE>


     11.      All persons entering or leaving the Building after normal
Building operating hours, 7:00 A.M. - 7:00 P.M.; Monday through Friday, or at
any time during Saturdays, Sundays and holidays, may be required to do so
under such regulations as Landlord may impose.

     12.      Draperies and other window coverings installed by Tenant will
be of either non-combustible material such as fiberglass, metal mesh, etc. or
in lieu thereof have fabric treated with a flame retardant material.

     13.      Drapery traverse mechanisms shall be so arranged as to permit
the full opening of draperies and to provide sufficient over-travel that the
stacked draperies in the full open position shall have at least a clearance
of either window jam.

     14.      The Tenant shall not penetrate the exterior walls for any
reason. All penetrations of interior walls for book shelves, pictures, or any
other reason must have the prior written consent of the Landlord, which shall
not be unreasonably withheld, delayed or conditioned.

     15.      The Landlord at all times shall have the right to reasonably
amend, modify or waive any of the foregoing rules and regulations and to make
such other and further rules and regulations as the landlord may adopt, but
no such amendments or modifications shall be binding upon Tenant until 10
days after Tenant's receipt thereof.

     The failure of the Landlord to seek redress for violation of, or insist
upon the strict performance of, any covenant or conditions of this Lease or
any of the rules and regulations set forth above or hereafter adopted by
Landlord, shall not prevent a subsequent act, which would have originally
constituted a violation. The receipt by Landlord of Rent with knowledge of
the breach of any covenant of this Lease or breach of these rules and
regulations shall not be deemed a waiver of such breach. The failure of
Landlord to enforce any of these rules and regulations as set forth above or
hereafter adopted against the Tenant and/or any other tenant in the Building
shall not be deemed a waiver of any such rules and regulations.

     Landlord shall not be liable to Tenant for violations of any said rules
and regulations or the breach of any covenant or condition in any Lease by
any other tenant in the Building.

     No act or thing done or omitted to be done by Landlord or Landlord's
agents during the term of the Lease which is necessary to enforce these rules
and regulations shall constitute an eviction by Landlord. No employee of
Landlord or Landlord's agent shall have any power to accept the keys of said
Premises prior to the termination of the Lease. The delivery of keys to any
employee of Landlord or Landlord's agents shall not operate as a termination
of the Lease or a surrender of the Premises.

     The rules and regulations shall be binding upon heirs, successors,
representatives and assigns of the Tenant.

                                     - 2 -


                                           ------------------/----------------
                                                Landlord          Tenant

<PAGE>


               RIDER TO LEASE BETWEEN STAR TELECOMMUNICATIONS AND
                       NWT PARTNERS, LTD., FOR SUITE 2000
                         NEW WORLD TOWER, MIAMI, FLORIDA

R.1.  OPTION TO RENEW.

     1.01  So long as this Lease is in full force and effect and Tenant is
not in default under any of the Lease provisions, and no condition exists
which with notice or passage of time would constitute a default by Tenant
under this Lease, Landlord grants to Tenant an option to renew the Lease
("Option to Renew") for three Option Periods of five (5) years each, subject
to the following provisions.

          (a) Tenant shall provide written notice to Landlord of Tenant's
intent to renew the Lease not less than twelve (12) months and not more than
twenty-four (24) months prior to the expiration date of the then-current
Lease Term.

          (b) The Option to Renew shall be void if at any time during the
last twenty four (24) months of the then current Lease Term (including, but
not limited to, the period of time between the date of the exercise of the
Option and the date upon which the then current Lease Term would normally
expire) the Landlord, in order to enforce its rights under the Lease has in
good faith and with reasonable basis under this Lease and applicable law (i)
brought an action to collect Rent from Tenant, or (ii) brought an action to
recover possession of the Premises from Tenant; or (iii) brought an action to
dispossess Tenant.

          (c) All other terms and conditions of the Lease shall remain
unchanged with the exceptions that (i) there shall be no further option to
renew other than the three options which are specified in this provision, and
(ii) there shall be no further option to renew if Tenant does not duly
exercise its first option to renew, and (iii) there shall be no Tenant's
Initial Improvements or other matters specific to the initial leasing of the
Premises, and (iv) Fixed Minimum Rent shall be subject to increase during the
then-applicable Option Period as follows: Landlord and Tenant agree to adopt
as a standard for measuring fluctuations of the purchasing power of its
rental income the Consumer Price Index (for all urban consumers)-All Items
(1982-1984-100) issued by the Bureau of Labor Statistics of the U.S.
Department of Labor ("CPI"). The Fixed Minimum Rent for each year during such
Option Periods shall be adjusted to reflect increases in the cost of living
as set forth by the CPI figure or any successor or substituted index
appropriately adjusted. The CPI Figure for the first month of the last year
of the preceding Lease Term is referred to as the "Basic Standard". The CPI
for each anniversary date of the Basic Standard is referred to as the "New
Index Figure". Adjustments shall be made annually on the first day of each
year during the term of each Option Period. These adjustments shall be made
and the adjusted monthly Fixed Minimum Rent ("New Rental") for the ensuing
year shall be arrived at by multiplying the monthly Fixed Minimum Rent for
the first full month of the last year of Initial Lease Term, as described in
the Basic Term Sheet, and, after the end of the Initial Lease Term, by
multiplying the first month of the preceding lease year, by a fraction, the
numerator of which shall be the New Index Figure and the denominator of which
shall be the Basic Standard. Landlord shall notify Tenant in writing of the
amount of the New Rental and the same shall be due on the first day of the
month beginning that same adjustment period and each month thereafter until
adjusted again under this Lease, provided however that in each year of the
respective Option period, the maximum annual increase in Fixed Minimum Rent
payable shall be five (5%) percent and the minimum annual increase in Fixed
Minimum Rent shall be three (3%) percent; and, in no event shall the rental
due and payable hereunder be less than the annual Fixed Minimum Rent for each
preceding year of the Lease Term, regardless of the value of the dollar as
reflected by said CPI figure. In the event the amount of the CPI figure


                                     - 3 -



                                           ------------------/----------------
                                                Landlord          Tenant

<PAGE>


increase is not known until after the first month of the period for which the
adjustment is to be made, due to delay in publication of the CPI figure, or
any other reason notification has not been made by Landlord, then, upon
notification of the increase by Landlord, Tenant shall pay the full amount of
the increase which is due for any prior months during the adjustment period,
within fifteen (15) days following receipt of Landlord's written notice of
the amount due.

R.2.  CONSTRUCTION OF TENANT IMPROVEMENTS.

               2.01. Tenant shall receive a total construction allowance in
the amount of $12.00 per square foot of the Premises (the "Allowance"), which
shall be applied towards leasehold improvements over the base Building. For
purposes of this paragraph, leasehold improvements may specifically include,
but not be limited to, construction of Tenant improvement, the cost of
Tenant's architectural design services, plans, engineering costs, Tenant's
purchase and installation of equipment including telephone and computer
equipment and cabling, (provided that none of such equipment and cabling used
for by Tenant the purpose of providing its telecommunications business to its
customers shall be eligible for such allowance), and costs of Tenant's
construction coordinator, and any other applicable internal and/or external
costs incurred by Tenant. Tenant may hire its own interior designer/architect
to be compensated out of the Allowance. In addition, the cost of any
electrical, mechanical, and structural engineering, including all plans,
permits, licenses, and fees that are related to the development of the
Premises may be paid by Tenant out of the Allowance. The cost of construction
of the leasehold improvements shall be paid monthly by Landlord out of the
Allowance based upon the draw schedule and work in place. Tenant and Tenant's
construction coordinator shall receive a copy of each monthly requisition. To
the extent that any portion of the Allowance to be contributed by Landlord
under this paragraph does not apply to the initial construction of Tenant's
Improvements to the Premises, the remaining funds shall be credited against
the first payment of Rent coming due under this Lease. All such payments
shall be subject to receipt by Landlord of appropriate waivers of liens by
all contractors, subcontractors and materialmen on progress payments and
final payment.

R.3.  COMPLETE STATEMENT OF LANDLORD WORK.

3.01 Landlord shall perform the following work with due diligence, at Landlord's
sole cost and expense.

              (a) upgrade common areas on the 20th floor to comply
                  with applicable codes and ADA; such work shall
                  include the washrooms.

              (b) (b) the existing buildout in the Premises shall be
                   removed and the Premises made broom clean.

              (c) lock off the elevators to the 20th Floor.

              (d) remove the asbestos mastic tape on the 20th
                  Floor HVAC duct work.

Except as set forth in this section, Tenant is taking the Premises in its
"as-is" condition, existing as of the execution of this Lease, which Tenant
acknowledges that Tenant has inspected.

R.4.  SUBMETERING.

4.01 Tenant shall obtain and pay for at its own expense Tenant's entire supply
of electric current by submeter arrangement whereby Tenant's monthly kilowatt
hour usage shall be paid by Tenant. Tenant shall pay for the installation of
such submeter. Landlord shall read the submeter at the end of each calendar
month and forward to Tenant an invoice detailing the amount of money necessary
to reimburse Landlord for the cost of electricity used by Tenant for each such
month, which amount shall be deemed

                                     - 4 -


                                           ------------------/----------------
                                                Landlord          Tenant

<PAGE>


Additional Rent. Tenant shall pay Landlord this amount within ten (10) days
of receipt of such invoice.

R.5.  ALTERATIONS.

5.01 The following provisions supplement but do not replace the provisions of
this Lease related to alterations and repairs of the Premises by Tenant, now or
afterward; where these provisions conflict with the other provisions of the
Lease, however, the following provisions shall control.

              (a) Landlord shall have the right to approve the general
contractor, construction manager, subcontractor, architect and engineer which
Tenant may select; for electrical work connecting to Landlord's core
electrical systems, however, Tenant shall utilize Landlord's contractor(s),
provided their pricing is reasonably competitive with other bids, such
decision to be made by Tenant within ten (10) days after submission of
Tenant's receipt of bids. If Landlord's contractors' prices are not
reasonably competitive with other bids, then Tenant shall have the right to
solicit independent bids from electrical contractors reasonably satisfactory
to Landlord.

              (b) Landlord shall be entitled only to a five percent (5%)
construction coordination fee, not in excess of $6,000, based upon the cost
of Tenant's contractors' charges for alterations and repairs.

              (c) Prior to commencing any alterations, Tenant shall submit
plans and specifications to Landlord , which shall be approved or disapproved
within thirty (30) business days after submission to Landlord. Landlord
hereby notifies Tenant, and Tenant hereby agrees to be bound by such
notification, that all fixtures and equipment built or installed by Tenant in
the Premises and on the Roof shall be required to be removed by Tenant at the
end of the Lease Term, at Tenant's sole cost and expense, in a manner that
shall comply with all applicable terms and conditions for the original
installation thereof as are in effect at the time of such removal leaving the
said Premises and Roof in the same condition as they were at the commencement
of this Lease ordinary wear and tear excepted.

R.6.  EQUIPMENT AND OPERATING RIGHTS; LICENSE FOR ACCESS.

6.01 So long as this Lease is in full force and effect and Tenant is not in
default under any of its provisions, Tenant shall, subject to the provisions of
this Lease and License and to Landlord's reasonable rules and regulations
therefor as promulgated from time to time, have a nonexclusive license (the
"License") (a) to install, operate, maintain, repair and replace fiber optic
cable within vertical and horizontal shafts of the Building; (b) have the
nonexclusive use of the Building risers at such locations as may be required for
Tenant's business needs and as reasonably approved by Landlord from time to
time; (c) have the right to install at Tenant's sole cost and expense up to Four
(4) four-inch conduit risers in the central core area of the Building, to run
the height of the Building for the purpose of installing the fiber optic cable
described in (a); (d) install one antenna on the Building roof; (e) install one
generator and fuel tank; (f) install up to 80 tons of HVAC equipment as set
forth on Exhibit A; (g) install electrical system as set forth on Exhibit A; (h)
install certain structural changes for the Premises in the Building as set forth
on Exhibit A; and (i) install certain life safety systems as set forth on
Exhibit A; all of (a) through (i) being for the purpose of Tenant providing
telecommunications services to its customers. All of the shafts, risers, roof
location and other areas designated by Landlord for such License use are
referred to in this Section R6 as the "License Area" and are subject to and
shall be installed, operated, maintained, repaired, replaced and removed in
accordance with the terms and conditions of Exhibit A, Equipment and Operating
Rider, annexed hereto.

6.02 Subject to Tenant's receipt of all applicable governmental

                                     - 5 -

                                           ------------------/----------------
                                                Landlord          Tenant


<PAGE>


permits and licenses required by law, prior to installation, and at Tenant's
sole cost, following notice to and approval by Landlord, Tenant shall have a
right to construct in the License Area, where necessary for such purposes,
conduit facilities for the provision of public utility telecommunications
services in the Building. Such conduits shall be limited in size and location
so as not to interfere with the Building systems and to allow other uses
deemed reasonable or necessary by Landlord in the vertical and horizontal
shafts and all other areas of the Building.

6.03 The license granted in this Rider is not exclusive. Landlord reserves the
right to grant, renew or extend similar licenses, and unrelated licenses and
agreements for use, to others. Landlord will maintain the Roof in such a manner
so as to avoid interference by one tenant of another tenant's rights to the use
of the Roof, including, but not limited to, the manner in which any antennae are
installed, maintained and aimed. Nothing contained in this Rider shall be
construed as granting to Tenant any property or ownership rights in the Building
or to create a partnership or joint venture between Landlord or Tenant. Tenant's
rights as to all areas of the Building other than the Premises are granted as a
license only, and Tenant (notwithstanding the fact that the term "Tenant" is
used in reference to it) is a licensee only with no additional rights as might
accrue to a tenant under landlord/tenant or any other law.

6.04 Tenant shall use the License Area and Tenant's facilities within it only
for the provision of telecommunications services and for no other purpose. If
any electrical panels or meters for such facilities are required, they shall be
installed only with Landlord's prior consent, which shall not be unreasonably
withheld, delayed or conditioned, in accordance with all terms and provisions of
this Lease and License, and at Tenant's sole cost and expense, for initial
installation, maintenance, ongoing costs, and (unless Landlord requires that
such facilities not be removed) removal.

6.05 Prior to the commencement of any work in the License Area, Tenant shall, at
its sole cost and expense, prepare and deliver to Landlord working drawings,
plans and specifications (the "Plans"), detailing the location, size and type of
any facilities and improvements to be constructed or installed in the License
Area. Landlord shall approve all such Plans in writing, and no construction or
installation shall occur without such approval. All construction and
installation shall be done in a safe manner consistent with the highest
generally accepted construction standards; shall be done in a manner which will
prevent interference with the operation of the Building; shall not begin until
all applicable federal, state, and local permits, licenses and approvals have
been obtained and all applicable insurance coverage has been obtained and paid
for; and shall be in accord with all provisions and terms of the Lease.

6.06 Tenant shall promptly and satisfactorily repair all damage to the Building
and its contents caused by or related to or growing out of Tenant's use of this
License. Tenant shall comply with all federal, state, and local laws, orders,
rules and regulations applicable to the facilities and the License Area and
Tenant's use of them. Tenant shall not disrupt, adversely affect, or interfere
with other providers of services in the Building or with any of the Building's
occupants' use and enjoyment of its premises or of the common areas of the
Building. Notwithstanding that the License Area is subject to Tenant's use under
a license agreement, Tenant's use thereof is subject to all provisions of the
Lease as anticipated or described for the Premises and, accordingly, all
references in the Lease to the Premises (except for the provisions which provide
that the Premises are leased to Tenant) shall be deemed to include the License
Area to the extent that Tenant utilizes such area in any way. By way of
illustration but not of limitation, all insurance required of Tenant as to the
Premises shall also include the License Area.

6.07 In the event of a default under the Lease, including this Rider, Landlord
may, but shall not be obligated to, exercise any

                                     - 6 -


                                           ------------------/----------------
                                                Landlord          Tenant

<PAGE>

or any combination of rights which it has, as to the License Area, the
Premises, or both, as licensor and/or as landlord, in law, in equity and/or
under this Lease.

6.08 The License granted in this Section 6 is granted for the additional
consideration of $700.00 per month, plus applicable taxes (subject to a CPI
adjustment after the first year of the Lease Term and in any extension terms
beyond the initial lease term in the manner set forth in Section 1.01 (c) of
this Rider).

6.09 All of the above installations except the generator shall become the
property of Landlord and surrendered with the Premises upon the termination of
this License or Tenant's right to possession under it, or if Landlord elects in
its sole discretion shall be removed at Tenant's sole cost and expense.
Notwithstanding anything to the contrary in this Lease, a termination of the
Lease shall be a termination of this License, and a termination of Tenant's
right of possession under the Lease shall be a termination of Tenant's right of
possession under this License.

7. REPRESENTATIONS AND WARRANTIES OF TENANT.

7.01 Tenant represents and warrants to Landlord as follows:

1.   Tenant is a corporation duly organized, validly existing, and in good
     standing under the laws of the State of Delaware, in good standing and is
     duly qualified to transact business in every jurisdiction in which the
     conduct of its business requires it to be so qualified, and shall take
     appropriate steps to be qualified to do business in the State of Florida
     prior to the date upon which it enters into a contract for any construction
     in the Premises.

2.   Tenant has the full corporate power and authority to enter into this Lease
     (and all exhibits and schedules hereto) and all agreements contemplated
     herein, to perform its obligations hereunder and thereunder, and to carry
     out the transactions contemplated hereby and thereby. The Board of
     Directors of Tenant has taken all actions required by law, its Certificate
     of Incorporation, its by-laws or otherwise, to authorize the execution and
     delivery of this Lease, and performance of its obligations hereunder and
     thereunder. None of the execution and delivery of this Lease by the Tenant,
     the performance by Seller of its obligations hereunder, the consummation of
     the transactions contemplated under this Lease will violate any provision
     of Tenant's Articles of Incorporation or by-laws, violate, or be in
     conflict with, or constitute a default under or breach of, or permit the
     termination of, or cause the acceleration of the maturity of, any
     indenture, mortgage, contract, commitment, debt or obligation of the
     Tenant, or violate any statute, law, judgment, decree, rule, regulation or
     order of any court or governmental authority to which Tenant and its
     activities are subject, or result in the loss of any material license,
     privilege or certificate benefiting the Tenant. No consent, approval, or
     authorization of, or declaration, filing, or registration with, any
     governmental or regulatory authority is required to be made or obtained by
     the Tenant in connection with the execution, delivery and performance of
     this Lease by the Tenant.

3.   Tenant is presently engaged in an Initial Public Offering of its shares of
     capital stock under the Securities Laws of the United States. No statement
     made by or on behalf of Tenant in the documents and instruments by which
     such offering is to be made is false, misleading or misrepresents any
     material fact; and all acts done by or on behalf of Tenant in connection
     with such offering have or shall be done in accordance with all applicable
     Federal and State securities laws. The financial representations contained
     in all such documents and instruments are true, correct and complete in all
     respects.

4.   Tenant is not a subsidiary of any other entity, does not have any
     subsidiaries, and is not a member of a group of companies under common
     control.

                                     - 7 -


                                           ------------------/----------------
                                                Landlord          Tenant


<PAGE>

                         FIRST ADDENDUM TO LEASE BETWEEN
                          STAR TELECOMMUNICATIONS, INC.
                             AND NWT PARTNERS, LTD.
                               DATED JULY 1, 1997

THIS ADDENDUM to Lease, dated as of July; 7, 1997, by and between Star
Telecommunications, Inc., a Delaware corporation, as Tenant, and NWT Partners,
Ltd., a Florida Limited Partnership, as Landlord, modifies and amends that
certain Lease between and among Tenant and Landlord dated July 1, 1997 (the
"Lease") as follows:

1.   On Page 10 of the Lease, in Section 5.5, the reference on line 10 to
     Section 5.30 should be replaced by a reference to Article V.

2.   On Page 13 of the Lease, in Section 6.3, on lines 4 & 5, the word "Term"
     should be deleted from the phrase "Lease Term".

3.   On Page 14 of the Lease, in Section 6.4.3, on line 31, the word "is" should
     be replaced by the word "if".

4.   On Page 15 of the Lease, in Section 6.6, on line 2, the word "and" should
     be replaced by the word "an".

5.   On Page 18 of the Lease, in Section 8.1.2, on line 9, the words "gross
     square" should be added before the words "floor area".

6.   On Page 25 of the Lease, in Section 11.6, on line 10, the word "Premises"
     should be replaced by the word "Building".

7.   On Page 26 of the Lease, in Section 11.7.3, on line 3, the reference to
     Section 11.8 should be replaced by a reference to Section 11.7.

8.   On Page 30 of the Lease, in Section 12.9.4, on line 3, the word "or" should
     be replaced by the word "for".

9.   On Page 30 of the Lease, in Section 12.9.8, on line 3, the word "here"
     should be replaced by the word "hereto".

10.  On Page 4 of the Rider to the Lease, in Section 2, on line 6, the word
     "improvement" should be replaced by the word "improvements".

11.  On Page 4 of the Rider to the Lease, in Section 2, on line 22, the phrase
     "pursuant to the terms of Sections 1.2.13 and 5.3 of the Lease" should be
     added at the end of the sentence ending on line 22.

12.  On Page 7 of the Rider to the Lease, in Section 6.09, on line 2, the word
     "be" should be added before the word "surrendered".

13.  As hereby modified, amended and supplemented, the Lease and all Riders and
     Exhibits thereto are hereby confirmed and ratified in all respects.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this First Addendum
to the Lease as of the day and year written opposite their respective signatures
below, each acknowledging receipt of an executed copy hereof.

WITNESSES:                                           LANDLORD:

___________________                         NWT PARTNERS, LTD., a Florida
Print Name _________                          limited partnership, by NWT,
Inc., a
___________________                         Florida corporation, as its general
partner
Print Name _________                                 By: ______________________
                                            David Garfinkle, as Vice President

                                            TENANT:

___________________                         STAR TELECOMMUNICATIONS, INC.,
Print Name__________                          a Delaware corporation,
qualified to do
___________________                         business in Florida
Print Name__________                                 By: ______________________
                                            Name_____________________
                                            Title _____________________


                                   - 8 -



                                           ------------------/----------------
                                                Landlord          Tenant

<PAGE>



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

THIS ADDENDUM TO LEASE AGREEMENT is made as of this 1st day of May, 1998, by and
between NWT Partners, Ltd. ("Landlord") and Star Telecommunications, Inc.
("Tenant").

                                   WITNESSETH:

WHEREAS, Landlord is the successor in interest to People Southwest Real Estate
Limited Partnership; and

WHEREAS, Tenant and Landlord have entered into a lease dated July 1, 1997 (the
"Lease"), pursuant to which Landlord leased certain space, Suite 2000, to Tenant
in Landlord's building commonly known as 100 N. Biscayne Blvd., Miami, Florida
33132 (the "Building"), which Lease has been twice amended in the First Addendum
thereto dated July 7, 1997 and the Lease Modification Agreement dated March __,
1998; and

WHEREAS, the tenant wishes to take additional space in the Building, to wit,
Suite 1700, comprising 10,071 square feet on the 17th Floor of the Building; and
Tenant and Landlord wish to amend the Lease so as to provide for the additional
space and the manner in which Tenant shall take such additional space:

NOW THEREFORE, in consideration of the mutual promises herein contained and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Landlord and Tenant agree that the Lease is hereby further amended
but only as follows:

1. All defined terms in this Agreement, unless otherwise defined herein, shall
have the meanings ascribed to them in the Lease.
2. Effective on the Additional Premises Lease Commencement Date, as defined
below, the Premises as defined in Section 1.2.4 shall include both the existing
premises, Suite 2000 (the "Existing Premises") and the additional premises,
Suite 1700 (the "Additional Premises").
3. Effective upon the Additional Premises Lease Commencement Date, the Lease
Term, as defined in Section 1.2.7 of the Lease, shall be modified to be for ten
(10) years from the Additional Premises Lease Commencement Date and the Lease
Expiration Date shall be modified to be ten (10) years from the Additional
Premises Lease Commencement Date.
4. The Rent Commencement Date for the Additional Premises shall be four (4)
months from the Additional Premises Lease Commencement Date.
5. The Additional Premises Lease Commencement Date shall be the date five (5)
business days after Landlord shall have given Tenant prior written notice of the
anticipated Additional Lease Commencement Date. Landlord agrees to abate all
asbestos, if any, currently in the Additional Premises at its sole cost and
expense prior to the Additional Premises Lease Commencement Date.
6. The existing Section 1.2.10 shall be renamed as Section 1.2.10 A. The new
Section 1.2.10 A shall be modified by adding thereto at the end thereof the
following language: "Eleventh Year\$23.00\$241,500.00/yr\$20,125.00/mo". The
following Section 1.2.10 B shall be added to the Lease as follows: "1.2.10 B.
Effective upon the Rent Commencement Date for the Additional Premises, the Fixed
Minimum Rent for the Additional Premises shall be the aggregate sum of
$2,309,054.55 for the entire Lease Term (plus any partial Lease month), payable
the first of each month as follows, plus all applicable taxes:

<TABLE>
<CAPTION>

Lease Year                          Annual Rent              Monthly Rent
<S>                                 <C>                       <C>
First Lease Year                    $201,420.00               $17,785.00
Second Lease Year                   $207,462.60               $17,288.55
Third Lease Year                    $213,686.48               $17,807.21
Fourth Lease Year                   $220,097.07               $18,341.42
Fifth Lease Year                    $226,699.98               $18,891.67
Sixth Lease Year                    $233,500.98               $19,458.41
Seventh Lease Year                  $240,506.01               $20,042.17
Eighth Lease Year                   $247,721.19               $20,643.43
Ninth Lease Year                    $255,152.83               $21,262.74
</TABLE>


                                       - 9 -


                                               ---------------/--------------
                                                  Landlord        Tenant


<PAGE>


<TABLE>
<S>                                 <C>                       <C>
Tenth Lease Year                    $262,807.41               $21,900.62
Total
</TABLE>

All Tenant's Improvements for the Additional Premises shall be constructed by
the Tenant at its sole cost and expense. Tenant has fully inspected the
Additional Premises and Tenant is taking the Additional Premises "As-Is",
"Where-Is" and, notwithstanding any language contained in Section R 3 of the
Rider to the Lease or in any other part of the Lease to the contrary, without
any obligation on Landlord's part to prepare the Additional Premises or to do
any work of any kind or nature therein. Nothing has been brought to the
attention of Landlord concerning the physical state of the Additional Premises
that would materially adversely affect the use thereof hereunder by Tenant;
including, but not limited to, the absence of any leaks in any of the windows
therein.
7.. The Landlord's Contribution for the construction by the Tenant of the
Additional Premises shall be $9.50 per square foot ($95,674.50 in the
aggregate); and such Landlord's Contribution shall be paid in the manner set
forth in Sections 1.2.13 of the Lease as modified in Section III of the Lease
Modification Agreement .
8. The Security Deposit set forth in Section 1.2.14 of the Lease shall be
increased to $50,000.00 and the increase of $25,000.00 over the amount currently
held by Landlord shall be payable by Tenant to Landlord upon the execution of
this Addendum by Tenant. At the end of the second year after the Rent
Commencement Date for the Additional Premises, unless during such two year
period Tenant has been overdue in the payment of monthly Rent or other sums
payable to Landlord (beyond any applicable grace period) on at least two (2) or
more occasions, the Security Deposit shall be reduced by $12,500.00 and Landlord
shall refund the sum of $12,500.00 to Tenant.
9. Tenant's Proportionate Share as set forth in Section 1.2.15 of the Lease
shall be increased to 8% effective on the Additional Premises Lease Commencement
Date and the Base Operating Year and Base Tax Year for the Additional Premises
shall be 1998 in Section 1.2.15 of the Lease. The First Operating Expense
Adjustment Payment Date and the First Tax Adjustment Payment Date for the
Additional Premises shall be the first anniversary of the Additional Premises
Lease Commencement Date.
10. Effective on the Additional Premises Lease Commencement Date the number of
parking spaces which Tenant shall have the right, but no obligation, to use
subject to the terms of Section 1.2.18 of the Lease shall be increased to 12.
11. The clause relating to Signage in Section 1.2.18 of the Lease shall be
modified to refer also to the 17th Floor.
12. Subsections (a), (b) and (g) of Section 3.1.2 of the Lease shall be deleted
as to both the Premises and the Additional Premises, provided, however, that
upon Tenant's written request given no later than thirty (30) days prior
thereto, and effective as of any annual anniversary date of the Lease,
subsection 3.1.2 (g) janitorial services shall be reinstated as to the Premises
only, with any and all work necessary to be done to restore such services to be
done at Tenant's sole cost and expense, and subject also to Tenant's agreement
to hold Landlord harmless from and indemnify it with respect to any claims by
Tenant, or any third party claiming by or through Tenant, including, but not
limited to, any equipment lessor or equipment financier to Tenant, and all
expenses and costs with respect thereto, including, but not limited to,
attorneys' fees and court costs attendant thereto, at all pre-trial, trial and
appellate levels, arising out of or in connection with the provision of such
janitorial service by Landlord or by an independent contractor contracted for by
Landlord, it being understood and agreed by Tenant that Landlord assumes no
responsibility whatever for any breach of the security of the telecommunications
switches and other equipment in the Premises which may arise through the use of
any such janitorial service, excepting only Landlord's willful misconduct in
connection with such janitorial service.
13. The last phrase of the first sentence of Section 6.3.2 of the Lease shall be
changed to read as follows:"...and a copy of such pre paid policy or a
certificate from the insurer on Form ACORD 27, shall be delivered to Landlord
prior to the commencement of such proposed work." The third and fourth sentences
from the end

                                    - 10 -


                                               ---------------/--------------
                                                  Landlord        Tenant

<PAGE>


of Section 7.1 of the Lease shall be changed to read as follows: "The
policies or a certificate from the insurer on Form ACORD 27, together with
satisfactory evidence of the payment of premiums thereon, shall be deposited
with Landlord prior to the day Tenant begins operations. Thereafter, Tenant
shall provide Landlord with a certificate from the insurer on Form ACORD 27
and evidence of proof of payment upon renewal of such policy, not less than
thirty (30) days prior to expiration of the term of such coverage."
14. Section 6.6 of the Lease shall be amended by adding thereto at the end
thereof the following language: "Notwithstanding anything contained herein to
the contrary, Landlord shall have unimpeded access at all times to the low
rise elevator mechanical area on the 17th Floor (which area is specifically
not included in the definition of the Additional Premises), with Landlord
using its reasonable efforts to give reasonable oral advance notice of such
access to Tenant, with no advance notice to Tenant required in emergencies."
15. Section 12.7 of the Lease shall be modified by adding the following
language at the end of the current Section 12.7: "With respect to the
Additional Premises, Each party warrants to the other that it has not engaged
any Real Estate Broker or Realtor, except for Cushman & Wakefield (which
represents Tenant) and Abood & Associates, Inc. (which represents Landlord)
in connection with such party's execution of this Addendum and agrees to
indemnify and save the other party harmless from any liability that may arise
from such claim, including reasonable attorneys' fees by any other broker,
realtor or finder."
16. The following section shall be added to the Lease as Section 12. 13:
"Section 12.13 Limitations on Liability. In no event shall Landlord be
responsible to Tenant, or to any party claiming by or through Tenant, whether
under this Lease or otherwise, for any consequential, special, indirect or
punitive damages, except to the extent any such liability for damages on the
part of Landlord shall be proven to be based solely on Landlord's gross
negligence or willful misconduct. This Lease contains all agreements and
understandings between Landlord and Tenant on the use and occupancy of the
Premises and the relationship of Landlord and Tenant as landlord and tenant.
Any agreement of any nature, oral or written, between Landlord and Tenant,
including, but not limited to, any one based on custom, usage, acceptance or
waiver, purportedly entered into prior to or subsequent to the execution of
this Lease is null and void and of no affect whatsoever, unless such
purported agreement is specifically set forth in writing in this Lease or in
a written instrument executed by both Landlord and Tenant."
17. Section 6.01 (c) of R 6 of the Rider to the Lease and Section 1 (a) of
Exhibit A thereto shall be modified to provide Tenant with the right to
install at Tenant's sole cost and expense an additional two (2) four (4")
inch telecommunications conduits; in the existing chases in the central core
area of the Building at an aggregate additional monthly fee, effective from
and after June 1, 1999, of Five Hundred ($500.00) Dollars (subject to annual
increases in the manner set forth in Section 6.08 of R 6 of the Rider)
payable together with the Fixed Minimum Rent due under Article II of the
Lease.
18. Section 3 a of Exhibit A to the Rider shall be modified by adding thereto
the following language which shall have effect solely with respect to the
Additional Premises: "For the Additional Premises only, Tenant will be
provided the right and access to 800 Amps of primary electrical power from
the Building, which service Tenant agrees to take. Tenant shall pay $125.00
per Amp for such 800 Amps payable in two equal payments of $50,000.00 each,
(the first due on June 1, 1998 and the second due on the Rent Commencement
Date for the Additional Premises) for the cost of such power availability,
including, but not limited to, bringing dedicated electric power


                                   - 12 -

                                               ---------------/--------------
                                                  Landlord        Tenant


<PAGE>


from the Building electrical vault to the third floor main electrical
distribution panels of the Building (which are currently under construction)
for normal power usage. In addition, Tenant hereby agrees that it shall be
responsible for all costs and expenses to bring such electrical service to
its Additional Premises from the third floor main electrical distribution
panels and for the use of such electrical service, subject to the
requirements of the National Electric Code, any Legal Authority, FPL or any
other supplier of electricity. Tenant shall be given access (at no additional
charge to Tenant) for installation of two additional four inch conduits, the
installation of which shall be at Tenant's sole cost and expense, to run
Tenant's primary electrical power from the main primary power distribution
panel located on the third floor of the Building to the Tenant's Additional
Premises. Tenant's use of such access shall be subject to the terms of the
Lease and generally shall be effected without any danger or inconvenience to
the Landlord or to any other tenants in the Building, and shall not adversely
affect the use or value of any conduit and cable currently or hereafter
installed in the Building by the Landlord or by any other tenant. Tenant
shall supply, at its sole cost and expense, any additional equipment, labor
and installation that may be necessary, such as, but not limited to,
automatic transfer switches and a main distribution panel circuit breaker of
appropriate size, design and manufacturer for the Building main power switch
gear, that may be necessary for a complete electrical distribution system.
Landlord shall supply a main distribution panel circuit breaker at its cost
and expense."
19. Section 3 of Exhibit A to the Rider shall be modified by adding thereto
subsection 3 (e) which shall have effect solely with respect to the
Additional Premises. "(e) Tenant shall install, at Tenant's sole cost and
expense, connections to Landlord's 1500 KW diesel Backup Generator power
system which Landlord is currently installing. Tenant shall be given access
for installation of two additional four inch conduits (at no additional
charge to Tenant), the installation of which shall be at Tenant's sole cost
and expense, to run Tenant's backup electrical power from the main backup
power distribution panel located on the third floor of the Building to the
Tenant's Additional Premises. The automatic transfer switch shall be located
within the Tenant's Additional Premises and shall be installed at the
Tenant's sole cost and expense, subject to the Landlord's reasonable approval
that such equipment is compatible with the Building electrical and backup
electrical systems. Landlord shall provide at its sole cost and expense, the
main backup power circuit breaker. Tenant's use of such access shall be
subject to the terms of the Lease and generally shall be effected without any
danger or inconvenience to the Landlord or to any other tenants in the
Building, and shall not adversely affect the use or value of any conduit and
cable currently or hereafter installed in the Building by the Landlord or by
any other tenant. The terms and conditions of use of the Backup Generator are
as follows: (1) Tenant is granted the right to use 400 kilowatts of backup
power from such Backup Generator, which service Tenant agrees to take,
commencing on the date such Backup Generator is fully operational (such date
to be determined by Landlord in its reasonable discretion) in the event of an
interruption of normal electrical service to the Additional Premises during
the Lease Term, provided that: (a) Tenant pays Landlord a one time fee in an
amount equal to $500.00 per kilowatt of backup power so reserved, payable
$100,000.00 on June 1, 1998, and $100,000.00 upon the date such Backup
Generator is fully operational and prior to connection of Tenant to such
Backup Generator; and (b) Tenant pays Landlord as Additional Rent under the
Lease a monthly sum in an amount to be reasonably determined by Landlord in
good faith based upon the amount of backup power reserved by Tenant, and
Landlord's costs of operation, use, maintenance, fuel, oil, governmental
permits, licenses and fees, insurance, Landlord's profit and administration
and other expenses relating to the Backup Generator. The monthly amount of
the Additional Rent described in item (b) initially shall be $1.20 per
kilowatt reserved per month. In the event backup power is required for
extended periods of time (in excess of one 24 hour continuous outage per
year)


                                    - 12 -


                                               ---------------/--------------
                                                  Landlord        Tenant

<PAGE>


there will be additional charges for the cost of fuel that will be allocated
on a pro rated basis. (2) Each such payment described in subparagraph 3. e
(1) (b)above shall be due on the first day of each month with Tenant's other
Rent payments, with the first such payment due on the Rent Commencement Date.
Such monthly amount may be adjusted annually, in Landlord's reasonable
discretion, during the term of the Lease and any extensions thereof. (3)
Tenant's use of such backup power shall be in accordance with such reasonable
rules and regulations as may be established by Landlord from time to time.
(4) Landlord shall repair and maintain the Backup Generator in accordance
with the manufacturer's recommendations and industry standards, provided that
Tenant shall reimburse Landlord upon demand, as Additional Rent hereunder,
for the cost of any repairs or extraordinary maintenance for the Backup
Generator necessitated by acts of Tenant or Tenant's employees, contractors,
agents, licensees, invitees, assignees or sublessees. (5) The provision of
Backup Generator service by Landlord to Tenant shall be subject to the
provisions of Article III of the Lease. The Backup Generator may only be used
in connection with functional power outages in the primary FPL service. Any
other use is not permitted and shall be deemed an act of default under the
Lease. In the event of such unpermitted use, Landlord may take immediate
action to terminate the ability of Tenant to use such backup power."
20. Section 1 of Exhibit A to the Rider shall be modified by adding thereto
subsection 1 (d) which shall have effect solely with respect to the
Additional Premises. "In addition to the terms and conditions of this section
and of the Lease and the Rider to the Lease, Tenant shall also have the right
to run conduits, the number and the location of which shall be reasonably
designated by Landlord, stemming from the Tenant's Premises to connect to
such other telecommunications tenants or licensees which parties have
mutually agreed in writing to such connections, (a copy of each such
agreement shall be delivered to Landlord as a condition precedent to each
such connection being installed) in the "Meet Me Room" on the third floor of
the Building, where Tenant shall rent an area approximately four feet by six
feet (4' x 6') for Tenant to place its connection equipment. Tenant agrees to
use the Meet Me Room only for the purpose of facilitating interconnections
between Tenant's telecommunications systems and the telecommunications
systems of such other tenants and licensees of Landlord. Tenant agrees not to
keep any equipment of any nature in the Meet Me Room for any other purpose.
Tenant agrees not to cause nor to permit its employees, contractors or
invitees to cause any interference with or damage to any of the property or
equipment of Landlord or of any other tenant or licensee in the Meet Me Room.
All installations by Tenant in the Meet Me Room shall be made by Tenant at
its sole cost and expense in accordance with the provisions of this Lease for
Tenant Improvements. Landlord shall have the right, in its reasonable
discretion, to enforce such security measures for the Meet Me Room as it
deems appropriate, provided, however, that Landlord shall have no liability
to Tenant for any damage or interference caused by any other party to
Tenant's equipment or other property installed or located in the Meet Me Room
(except to the extent attributable to Landlord's gross negligence or willful
misconduct). Tenant shall also pay Landlord a monthly license fee (the
"Monthly License Fee") for use of the Meet Me Room, which shall be $750.00
per month subject to an annual 3% increase after the first year of the Lease
and in any extension terms beyond the initial lease term in the manner set
forth in Section R 1 of the Rider to the Lease.
21. Tenant shall have the right to install 80 tons of HVAC equipment for the
Additional Premises. All of the provisions of Section 2 (HVAC Systems) of
Exhibit A ("Equipment and Operating Rights") to the Rider to the Lease shall
be effective also as to the Additional Premises as if more fully set forth
herein at length, except that the references therein to the 20th Floor shall
be changed herein to the 17th Floor.
22. All terms, conditions and provisions of the Lease not expressly amended
hereby shall remain in full force and effect, and the Lease as hereby amended
is hereby specifically approved, ratified and confirmed. Each party confirms
that the


                                     - 13 -


                                               ---------------/--------------
                                                  Landlord        Tenant


<PAGE>


Lease remains in full force and effect, that the other party is in compliance
with the Lease provisions, and that each party has no defenses, claims or
offsets against the other party. Except as specifically modified in this
instrument, the Lease as initially executed and as modified and amended from
time to time, remains in full force and effect as of the date originally
executed and the Lease as hereby amended and modified is hereby specifically
approved, ratified and confirmed. This instrument shall become effective only
upon execution of it by both Landlord and Tenant.

IN WITNESS WHEREOF, the parties have duly executed and delivered this
Addendum to Lease as of this 1st day of April, 1998.

WITNESS:                            LANDLORD: NWT PARTNERS, LTD.
                                    BY NWT, INC, AS GENERAL PARTNER
-------------------                 By:
                                        -----------------------------------
-------------------                 David Garfinkle, as Vice President

-------------------                 TENANT: STAR TELECOMMUNICATIONS, INC.

WITNESS:                            By:
                                        -----------------------------------

-------------------                     -----------------------------------
                                               Print Name and Office
-------------------



                                    - 14 -



                                               ---------------/--------------
                                                  Landlord        Tenant