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                                 LEASE AGREEMENT
                                 ---------------

THIS LEASE AGREEMENT ( "Lease") is made and entered into on the 31st day of
August, 2000, by and between UNUM LIFE INSURANCE COMPANY OF AMERICA, a Maine
corporation ("Landlord") , and INTER-CALL-NET TELESERVICES, INC. D/B/A
HELPMENOW.COM, a Florida corporation, ("Tenant").

                              W I T N E S S E T H:
                              --------------------

         1.       Definitions. Landlord and Tenant hereby agree that the words
and phrases set forth below shall, when used in this Lease, have the following
meaning:

                  (a) "Premises" shall mean the land ("Real Property") and
office building ("Building") located at 6340 N.W. 5th Way, Fort Lauderdale,
Florida 33309, more particularly described on Exhibit A attached hereto and
incorporated herein. The Building contains approximately 11,556 rentable square
feet.

                  (b) "Base Rental" shall mean the initial sum of One Hundred
and Seventy-Nine Thousand One Hundred and Eighteen and 00/100 DOLLARS ($
179,118.00) per annum, as increased annually pursuant to Paragraph 5 hereof.

                  (c) "Additional Rent" is defined in Paragraph 6 herein.

                  (d) "Commencement Date" shall be the earlier of November 1,
2000 or the date of Tenant's substantial completion of Tenant's Work, determined
in accordance with Paragraph 3 (c) hereof.

                  (e) "Lease Term" shall mean the initial lease term commencing
on the Commencement date and continuing until 84 months after the first day of
the first full calendar month following the Commencement Date. The first "Lease
Year" shall be the first full twelve (12) month period of the Lease Term, and
thereafter, each successive twelve (12) month period shall be deemed a "Lease
Year".

                  (f) "Security Deposit" shall mean the sum of Two Hundred and
Fifty Thousand and 00/100 DOLLARS ($250,000.00) in the form of a Letter of
Credit as described in Paragraph 36 hereof.

                   (g) "Exterior Areas" shall mean those portions of the
Premises which are not located within the Building and which are provided and
maintained for the common use and benefit of Landlord and Tenant and the
employees, invitees and licensees of Landlord and Tenant; including, without
limitation, all parking areas, and all streets, sidewalks and landscaped areas.
 .
                   (h) "Tenant's Work" when used herein, shall mean those
improvements to be constructed or installed within the Premises by Tenant
according to the "Work Letter" attached hereto as Exhibit C and incorporated
herein for all purposes. "Building Grade" shall mean the type, brand and/or
quality of materials Landlord designates from time to time to be the minimum
quality to be used in the Building or, if of better quality, the type, grade or
quality of material to be used in providing the Tenant's Work.

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         2.       Lease Grant. Subject to and upon the terms, provisions,
conditions and covenants set forth herein, Landlord leases to Tenant and Tenant
leases from Landlord the Premises.

         3.       Lease Term.
                  (a) This Lease shall continue in force during a period
beginning on Commencement Date and continuing until the expiration of the Lease
Term, unless this Lease is sooner terminated or extended to a later date under
any other term or provision hereof.

                  (b) Option to Renew. Landlord hereby grants to Tenant, so long
as Tenant shall not be in default of any terms, covenants, payments or
conditions of this Lease, the right and option to renew the term of this Lease
for one period of sixty (60) months (the "Renewal Term"), commencing upon the
expiration of the initial term of this Lease.

                  The Lease for the Renewal Term shall be upon the same terms
and conditions as during the prior term hereof, except that the Base Rental
payable by Tenant during the Renewal Term shall be the then market rent for
similar buildings in the Cypress Creek marketplace, determined by mutual
agreement of the parties. Notwithstanding anything to the contrary herein, in no
event shall the renewal rental rate be less than the Base Rent in place for the
last year of the initial term.

                  Tenant shall exercise its option for the Renewal Term, if at
all, by written notice to Landlord on or before twelve (12) months prior to the
expiration of the initial term. Tenant may not exercise its option to renew
during any period in which Tenant is in default of this Lease, and upon any
default hereunder by Tenant, Landlord may revoke any extension option of Tenant
remaining hereunder. Failure of Tenant to duly and timely exercise its renewal
options hereunder shall be conclusively deemed to constitute a waiver of all
renewal rights of Tenant hereunder. Failure of Tenant to exercise any renewal
option shall be deemed a waiver of Tenant's right to any further or future
renewal options.

                  The Renewal Option set forth herein shall be void in the event
of an assignment or subletting by Tenant.

         4.       Use. The Premises shall be used and occupied by Tenant solely
for the general office use consistent with those uses permitted by Declaration
of Protective Covenants and Restrictions for Corporate park at Cypress Creek
Phase II dated February 18, 1981 ("CPCC"), and for no other purpose. Tenant
agrees not to use or permit the use of the Premises for any purpose which is
illegal, or which, in Landlord's sole opinion, creates a nuisance or which would
increase the cost of insurance coverage with respect to the Building.

         5.       Rental.
                  (a) Tenant covenants and agrees to pay to Landlord, in lawful
United States currency, the Base Rent together with any and all applicable sales
and use taxes levied upon the use and occupancy of the Premises, payable in
equal monthly installments in advance, beginning on the Commencement date and
continuing on the first day of each and every calendar month thereafter

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throughout the Lease Term. If the Lease Term commences on a day other than the
first day of a month or terminates on a day other than the last day of a month,
then the installments of Base Rental and any adjustments thereto for such month
or months shall be prorated, based on the number of days in such month.

                  (b) Landlord shall have the same rights and remedies with
respect to Additional Rent as with respect to Base Rent. The term "Rent" is
hereby defined to mean the Base Rental and any Additional Rent or other sums
payable by Tenant under this Lease. All installments of Base Rental and any
Additional Rent not paid within 5 days of when due and payable, pursuant to
Paragraph 26 (a) hereof, shall be charged a late fee of ten percent (10%) of the
delinquent sum. If any installment of Rent shall remain overdue for more than
fifteen (15) days, an additional late charge in an amount equal to one and
one-half percent (1.5%) per month, or eighteen percent (18%) per year of the
delinquent amount, may be charged by Landlord, such charge to be computed for
the entire period for which the amount is overdue and be in addition to and not
in lieu of the ten percent (10%) late charge or any other remedy available to
Landlord. In the event that any check, bank draft, order for payment or
negotiable instrument given to Landlord for any payment due under this Lease is
not honored or is returned for nonpayment or insufficient funds, Landlord shall
further be entitled to an administrative charge of Twenty-five dollars ($25.00).
Tenant recognizes and agrees that the aforesaid charges represent a fair and
reasonable estimate and liquidation of the costs of Landlord in the
administration of the Premises. Any charges due under this paragraph of the
Lease shall be deemed to be Additional Rent due hereunder.

                  (c) Tenant shall pay any and all sales and use taxes levied or
assessed against all Rent due under this Lease simultaneously with each payment
required hereunder.

                  (d) The Base Rental due for the first full calendar month of
the Lease Term has been deposited with Landlord by Tenant as of the date of this
Lease.

                  (e) The Base Rental shall be as follows.

     11/1/00 - 10/31/01        $179,118.00 annually or $14,926.50 per month
     11/1/01 - 10/31/02        $188,131.68 annually or $15,677.64 per month
     11/1/02 - 10/31/03        $197,492.04 annually or $16,457.67 per month
     11/1/03 - 10/31/04        $207,430.20 annually or $17,285.85 per month
     11/1/04 - 10/31/05        $217,830.60 annually or $18,152.55 per month
     11/1/05 - 10/31/06        $228,693.24 annually or $19,057.77 per month
     11/1/06 - 10/31/07        $240,133.68 annually or $20,011.14 per month


          6.      Payment of Operating Expenses.
                  (a) Except as may be provided herein, this Lease is a triple
net lease, and as such, in addition to the Base Rental, as the same is adjusted,
Tenant shall according to the provisions of this Paragraph, pay the Landlord as
Additional Rent, or directly to service providers if so designated herein or by
Landlord in writing, "Operating Expenses" incurred by Landlord in connection
with the ownership, operation and management of the Premises. The Operating
Expenses shall be determined in accordance with generally accepted accounting

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principles as applied to the ownership, management and operation of such
property and shall include the total of all expenses and costs of every kind and
nature which Landlord shall pay or be obligated to pay because of or in
connection with the ownership and operation of the Premises, including but not
limited to the following:

                           (1) Wages and salaries and all payroll costs or
benefits paid to or on behalf of Landlord's employees engaged in the operation,
maintenance and security of the Premises.

                           (2) Administrative costs or management of the
Premises, including a management fee.

                           (3) Costs of all utilities furnished to the Premises,
which are not directly billed to Tenant, if any, including water, sewer and
electricity.

                           (4) All supplies and materials used in the operation
and maintenance of the Premises.

                           (5) Cost of any maintenance or service agreements
such as landscaping, parking lot maintenance, and window cleaning;

                           (6) Cost of all insurance, including but not limited
to, fire, casualty, liability and rental abatement insurance applicable to the
Premises and Landlord's personal property used in connection herewith.

                           (7) Cost of repairs, replacements and general
maintenance of the Premises.

                           (8) All real property taxes (or payments in lieu of
such taxes), exercises, levies, fees, or charges, general and special, ordinary
and extraordinary, unforeseen as well as foreseen, of any kind which are
assessed, levied, charged, confirmed, or imposed by any public authority upon
the Property, its operations or the rent provided for in this Lease. It is
agreed that Tenant will be responsible for ad valorem taxes on its personal
property and on the value of leasehold improvements.

                           (9) Amortization of capital improvements made to the
Property by Landlord subsequent to the Commencement date of this Lease which
will improve the operating efficiency of the Premises.

                           (10) Association fees paid by Landlord attributable
to the Premises during the Lease Term.


                  (b) Operating Expenses shall not include: (1) expenses paid by
Landlord for repairs or other work occasioned by condemnation or fire or other
casualty, to the extent covered by available insurance or the applicable
condemnation award; (2) leasing commissions; (3) interest or amortization of
mortgages secured by the Premises; (4) expenses for repairs or replacement to
the extent that same are reimbursed by insurance proceeds.

                  (c) Tenant's share of the Operating Expenses shall be 100%.


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                  (d) Promptly following the Commencement Date, and thereafter,
promptly following the beginning of each calendar year occurring during the term
of this Lease, or any extension or renewal thereof, Landlord shall deliver to
Tenant a statement setting forth Landlord's projection of the Operating Expenses
for the then current calendar year and Tenant shall be obligated to pay during
each calendar year during which this Lease is in effect in equal monthly
installments due on the first day of each calendar month for the remaining
months of such calendar year.

                  (e) Commencing with Landlord's statement delivered at the
beginning of the first full calendar year occurring during the term of this
Lease, Landlord shall also set forth the actual amount of Operating Expenses
incurred during the preceding calendar year, (to the extent that this Lease was
in effect during that calendar year), and any underpayment or overpayment by
Tenant based on Tenant's monthly payment (s) (if any) of the projected Operating
Expenses made during that preceding calendar year. In the event of any
underpayment by Tenant, Tenant shall pay the full amount of such deficiency to
Landlord within thirty (30) days of receipt of Landlord's statement. Any
overpayment by Tenant shall be deducted from the monthly installments of
Tenant's share of the projected Operating Expenses for the ensuing calendar
year, as the same become due.

                  (f) At the beginning of the calendar year occurring after the
expiration date of the Lease Term, Landlord shall deliver to Tenant a statement
setting forth (i) Tenant's share of the actual Operating Expenses incurred
during the final Lease Year, up to and including the date of expiration of the
Lease Term, and (ii) any underpayment or overpayment of same based on Tenant's
payment of Tenant's share of the projected Operating Expenses made during the
final Lease Year. In the event of any such underpayment, Tenant shall pay the
full amount of same to Landlord on or before the date of the expiration of the
Lease term. If Tenant has overpaid, Landlord shall reimburse Tenant the full
amount of such overpayment not later than the expiration date of the Lease Term.
The respective obligations of the parties hereto pursuant to this Paragraph 6
shall survive the termination of this Lease.

                  (g) Tenant shall contract with and pay directly to service
providers for the following services: Association dues attributable to the
Premises, water and electric utilities; HVAC maintenance; trash removal,
janitorial services and any alarm or security services desired by Tenant. Tenant
shall provide Landlord upon Landlord's request a copy of any of the above listed
contracts, inspections or work orders. Tenant shall also replace, at its own
cost and expense, light bulbs and ballasts needed for the Premises.

         7.       Services to be furnished by Landlord. Landlord agrees to
furnish Tenant the following services:


                  (a) Landlord shall cause all equipment and facilities
necessary for the delivery of water and electrical service to Building to be in
place as of the Commencement Date.

                  (b) Landlord does not warrant that any services Landlord
supplies will not be interrupted. Services may be interrupted because of
accidents, repairs, alterations, improvements, or any reason beyond the
reasonable control of Landlord. Tenant shall have no claim for offset or
abatement of rent or damages on account of an interruption in service occasioned
thereby or resulting therefrom.


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                  (c) If by reason of life/safety emergency, repairs or
replacements become necessary which by the terms hereof are the responsibility
of the Landlord, Tenant may make such repairs or replacements which in the
opinion of Tenant are necessary for the preservation of the Premises or of the
Tenant's property, and Landlord shall reimburse Tenant, except as otherwise
provided in Paragraph 6 (a) (9) provided, however, that in such event Tenant
agrees to make reasonable effort to inform Landlord before proceeding with such
repairs or replacements.

         8.       Improvements to the Premises Tenant shall be obligated to
construct or install, Tenant's Work as provided in the Work Letter attached
hereto as Exhibit C, with an allowance provided by Landlord per Exhibit C. All
installations and improvements now or hereafter constructed in or placed on the
Premises other than the said Tenant's Work shall be for Tenant's account and at
Tenant's sole cost and expense. All decorations, additions, improvements or
other alterations to the Premises, except movable office furniture, and
equipment installed at the expense of Tenant, shall, unless Landlord elects
otherwise in writing, become the property of Landlord upon the installation
thereof, and shall be surrendered with the Premises at the expiration of this
Lease. Tenant shall pay all ad valorem taxes assessed separately on any
improvements to the Premises and all increased insurance premium thereon.

         9.       Maintenance and Repair of Building by Landlord. Landlord
agrees to keep in good repair the roof, foundations, appurtenances, parking
area, and exterior walls and windows of the Building and underground utility and
sewer pipes outside of the exterior walls of said Building along with
maintenance and replacement of landscaping. Tenant shall contract with service
providers acceptable to Landlord to repair and maintain all heating, air
conditioning and ventilation equipment, trash removal service, janitorial
service and to provide bulbs and ballasts for the lighting. All expenses
incurred by Landlord to repair, pursuant to this Paragraph 9, will constitute
Operating Expenses. Except as otherwise expressly provided herein, Landlord
shall not be required to make any repairs to the Premises.

         10.      Care of the Premises by Tenant. Not withstanding the
provisions of Paragraph 9, Tenant shall, at its expense, keep the Premises in
good repair and in a clean, attractive, first-class tenantable condition
including, without limitation, all furniture, equipment, fixtures and
decorations located in the Premises. Tenant agrees not to commit or allow any
waste to be committed on any portion of the Premises or the Property, and at the
termination of this Lease to deliver up the Premises to Landlord in as good
condition as at the date of the Commencement Date, ordinary wear and tear
excepted.

         11.      Repairs and Alterations by Tenant. Tenant covenants and agrees
with Landlord, at Tenant's own cost and expense, to repair any damage done to
the Premises, or any part thereof, including replacement of damaged portions or
items where such damages are caused by Tenant or Tenant's agents, employees,
invitees or visitors, and Tenant covenants and agrees to make all such repairs
as may be required to restore the Premises, the Building or the Real Property to
as good a condition as it was in prior to such damage. All such work or repairs
by Tenant shall be effected in compliance with all applicable laws; provided,
however, if Tenant fails to make such repairs or replacements, and Tenant shall
pay the cost thereof to the Landlord within ten (10) days of Landlord's demand
therefore, as Additional Rent. Tenant agrees with Landlord not to make or allow
to be made any alterations to the Premises, or place signs, furnishings,
equipment, or any window coverings on any part of the Premises which are visible
from outside the Premises without first obtaining the prior written consent of
Landlord in each such instance, which consent may be given on such conditions as
Landlord may elect. Any and all alterations or additions to the Premises made by
Tenant shall become the property of Landlord upon termination of this Lease,
except for movable equipment or furniture owned by Tenant. Landlord, may,
nonetheless, require Tenant to remove any and all fixtures, equipment and other
improvements installed on the Premises. In the event that Landlord so elects,
and Tenant fails to remove such improvements, Landlord may remove such
improvements at Tenant's cost, and Tenant shall pay Landlord on demand of
restoring the Premises to Building Standard.


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         12. Signs and Graphics. Landlord agrees to Tenant's signage being
placed on the monument sign located at the entrance to the Premises and the
facade of the Building which cost will be at the sole expense of the Tenant.
Tenant agrees to provide Landlord with the planned layout of the proposed
signage for review and approval by Landlord. Signage must also meet the criteria
set forth by the Corporate Park Association. Tenant will also provide the
Corporate Park Association with the planned layout of the proposed signage for
review and approval. Tenant shall provide and install, at Tenant's cost, all
letters or numerals on doors entering the Premises. All such letters and
numerals shall be in the standard graphics as approved by Landlord for the
Building, and no others shall be permitted on the Premises without Landlord's
prior written consent.

         13.      Parking.
                  (a) During the term of this Lease, Landlord shall provide
Tenant with surface parking spaces located in the "exterior areas" for Tenant's
use.

                  (b)  Landlord shall not be liable for any damage to or any
theft of any vehicle, or any contents therefrom, while in or about the parking
areas located on the Premises.

         14.      Laws and Regulations. Tenant agrees to comply with all
applicable laws, ordinances, rules and regulations of any governmental entity,
agency or authority having jurisdiction of the Premises or of Tenant's use
thereof.

         15.      Building Rules and Regulations. Tenant will comply with the
reasonable rules and regulations adopted and altered by Landlord from time to
time and will cause all of its agents, employees, invitees and visitors to do
so. Landlord shall give Tenant notice of all such rules and regulations and any
changes thereto, and Tenant shall be charged with compliance with such rules and
regulations from the date of said notice. The current rules and regulations are
attached and made part of this Lease as Exhibit D.

         16.      Entry By Landlord. Tenant agrees to permit Landlord or its
agents or representatives to enter into and upon any part of the Premises at all
reasonable hours (and in emergencies at all times) to inspect the conditions,
occupancy or use thereof, or to show the Premises to prospective purchasers,
mortgages, tenants or insurers, or to clean or make repairs, alterations or
additions thereto; and Tenant shall not be entitled to any abatement or
reduction of rent by reason thereof.

         17.      Assignment and Subletting.
                  (a) Tenant shall not assign, sublease, transfer, pledge, or
encumber this Lease or any interest therein without Landlord's prior written
consent. Tenant shall in no event be allowed to enter into a partial assignment
of Tenant's leasehold interest. Any attempted assignment, sublease or other
transfer or encumbrance by Tenant in violation of the terms and covenants of
this Paragraph shall be void.

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                  (b) In the event that Tenant shall desire Landlord's consent
to either the subletting of the Premises, or the assignment of Tenant's entire
interest under the Lease, Tenant shall give Landlord six (6) months' prior
written notice thereof. The consent by Landlord to any assignment or subletting
shall not constitute a waiver of the necessity for such consent to any
subsequent assignment or subletting. It is understood that Landlord may refuse
to grant consent to any assignment or subletting by Tenant with or without cause
and without stating in its refusal to grant such consent the reasons for which
it refuses to grant such consent and may not, under any circumstances, be
required or compelled to grant such consent. If this Lease be assigned, or if
the Premises be sublet or occupied by any party other than Tenant, Landlord may
collect rent from the assignee, subtenant or occupant, and apply the net amount
collected to the Rent due, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the
assignee, subtenant or occupant as Tenant, or a release of Tenant from the
further performance of the covenants on the part of Tenant required herein.
Tenant shall pay to Landlord any positive difference between any Base Rent or
other amounts payable under any sublease or assignment to which Landlord grants
its consent hereunder, and the Base Rent payable hereunder.

                  (c) This prohibition against assignment or subletting shall be
construed to include a prohibition against any assignment or subleasing by
operation of law, legal process, receivership, bankruptcy or otherwise, whether
voluntary or involuntary, and a prohibition against any encumbrance of all and
any part of Tenant's interest.

                  (d) Notwithstanding Landlord's consent to any assignment or
subletting by Tenant, Tenant shall remain liable for the full and faithful
performance of the covenants and conditions of this Lease unless expressly
released in writing by Landlord.

                  (e) In the event that Tenant is a corporation (other than a
corporation whose stock is regularly traded on a nationally recognized stock
exchange), the conveyance of any stock in such corporation shall be deemed to be
an assignment of Tenant's leasehold interest hereunder. Should Tenant be a
partnership, the dissolution of such partnership or the assignment of any
interest therein by any general partner thereof shall also be deemed to be an
assignment of Tenant's leasehold interest hereunder. Any such assignment of
partnership interest or conveyance of corporate stock in Tenant, as the case may
be, shall therefore be subject to the restrictions set forth herein. Landlord
understands that Tenant plans to go public and have an Initial Public Offering
and Private Placement Offering. Notwithstanding anything to the contrary herein,
such actions during the Term of this Lease shall be a permitted assignment.
Tenant shall provide Landlord with information on any such changes as soon as
legally and contractually permissible.

         18.      Mechanic's Liens. Landlord and Tenant hereby expressly agree
and acknowledge that, pursuant to the terms of this Lease and applicable law of
the State of Florida, no interest of Landlord in the Premises, or any part
thereof, shall be subject to any lien for improvements made by Tenant in or for
the Premises, and Tenant shall not permit any mechanic's lien or liens to be
placed upon the Premises or any portion of the Building or the Property.
Landlord has recorded in the public records of Broward County, Florida, a public
notice containing a true and correct copy of this paragraph 18, and Tenant

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agrees to inform all contractors and materialmen performing work on or supplying
material to the Premises of the existence of such notice. Nothing in this Lease
shall be deemed or construed in any way as constituting the consent of request
of Landlord, express or implied, by inference or otherwise, to any person for
performance of any labor or the furnishing of any materials to the Premises, or
any part thereof, nor as giving Tenant any right, power, or authority to
contract for or permit the rendering of any services or the furnishing of any
materials that would or might give rise to any mechanic's or other liens against
the Premises or any portion of the Premises. In the event any such lien is
claimed against the Premises or any portion thereof, then Tenant shall discharge
same or transfer such lien to other security within thirty (30) days of notice
thereof. In the event that Tenant fails to discharge or otherwise remove any
such liens, then, in addition to any other right or remedy of Landlord, Landlord
may, but shall not be obligated to, discharge the same. Any amount paid by
Landlord for any of the aforesaid purposes shall be reimbursed by Tenant to
Landlord within ten (10) days of Landlord's demand therefore as Additional Rent.

         19.      Property Insurance. Landlord shall maintain fire and extended
coverage insurance on the Premises in such amounts as Landlord's mortgagee (s)
shall require. Such insurance shall be maintained at the expense to be included
in "Operating Expenses" and payments for losses thereunder shall be made solely
to Landlord or Landlord's mortgagee(s), as their interest shall appear. Tenant
shall maintain at its expense, in an amount equal to full replacement cost, fire
and extended coverage insurance on all of it personal property, including
removable trade fixtures, located in the Premises and in such additional amounts
as are required to meet Tenant's obligations pursuant to Paragraph 23 hereof.
Tenant shall, at Landlord's request from time to time, provide Landlord with
current certificates of insurance evidencing Tenant's compliance with this
Paragraph 19 and Paragraph 20 hereof.

         20.      Liability Insurance. Tenant and Landlord shall, each at
Tenant's expense, maintain a policy or policies of comprehensive general
liability insurance, including public liability and property damage, with
respect to their respective activities in the Premises and on the Real Property,
with the premiums thereon fully paid on or before due date, issued by and
binding upon an insurance company approved by Landlord. Such insurance shall
afford minimum protection of not less than $2,000,000.00 combined single limit
coverage of bodily injury, property damage or combination thereof. Landlord
shall not be required to maintain insurance against thefts within the Premises.

         21.      Assumption of Risks. Landlord shall not be liable to Tenant or
Tenant's customers, licensees, agents or guests or employees for any injury or
damages to its, his or their persons or property by any cause whatsoever,
including, but not limited to construction defects, water, rain, sleet, fire,
storms, negligence and accidents, breakage, stoppage or leaks of gas, water,
heating, sewer pipes, boilers, wiring or plumbing or any other defect in or
about the Premises. Tenant expressly assumes all liability for or on account of
any injury, loss or damage, and will at all times, indemnify and save Landlord
harmless from and against all liability damage or expense caused by or arising
out of any such injury, loss or damage to persons or property upon the Premises.

         22.      Waiver of Subrogation Rights. Anything in this Lease to the
contrary notwithstanding, Landlord and Tenant each hereby waive any and all
right of recovery, claim, action, or cause of action, against the other, its
agents, officers, or employees, for any loss or damage that may occur to the
Premises, or any personal property of such party therein, by reason of fire, the

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elements or any other cause (s) which are insured against under the terms of the
standard fire and extended coverage insurance policies referred to in Paragraph
19 hereof, regardless of cause or origin, including negligence of the other
party hereto, its agents, officers, or employees; provided that such waiver by
either Landlord or Tenant does not limit in any way such party's right to
recovery under such insurance policies. Landlord and Tenant shall each obtain an
endorsement to all of their insurance policies to effect the provisions of this
paragraph, provided that such endorsements are available at no additional cost.

         23.      Casualty Damage. If the Premises or any part thereof shall be
damaged by fire or other casualty, Tenant shall give prompt written notice
thereof to Landlord. If the Building shall be so damaged that Tenant is
prohibited from substantial occupancy and such substantial repairs or
reconstruction cannot be completed within 180 days from the date of damage,
either Landlord or Tenant may terminate this Lease by the other in writing of
such termination within thirty (30) days after the date of such damage. If
neither party elects to terminate, Landlord shall commence and proceed with
reasonable diligence to restore the Building to substantially the same condition
in which it was immediately prior to the happening of the casualty, Tenant's
equipment, trade fixtures, and furnishings excepted. However, Landlord shall not
be required to spend for such work an amount in excess of the insurance proceeds
actually received by Landlord as a result of the casualty. If there is any
injury to Tenant or injury to the business of Tenant resulting in any way from
such damage or the repair thereof, subject to the provisions of the next
sentence, Landlord shall allow Tenant a fair abatement of Base Rent during the
time and to the extent the Premises are unfit for occupancy. Notwithstanding the
foregoing, if the Premises or any other portion of the Building be damaged by
fire or other casualty caused by Tenant, its employees, or invitees, the Base
Rent hereunder shall not be diminished during the repair of such damage, and
Tenant shall not be entitled to terminate the Lease and Tenant shall
additionally be liable to Landlord for the entire cost of the repair and
restoration of the Building caused thereby to the extent such cost and expense
is not covered by Landlord's insurance proceeds.

         24.      Condemnation. If the whole of the Building or the Premises
should be taken for any public or quasi-public use, by right of eminent domain
or otherwise, or if the same should be sold in lieu of condemnation, then this
Lease shall terminate as of the date when physical possession of the Building or
the Premises is taken by the condemning authority. If less than the whole of the
Building or the Premises is thus taken or sold, the Landlord may, at its option
terminate this Lease by giving written notice thereof to Tenant, in which event
this Lease shall terminate as of the date when physical possession of such
portion of the Building or Premises is taken by the condemning authority. If
this Lease is not so terminated upon any such taking or sale, the Base Rental
payable hereunder may be diminished by an equitable amount , and Landlord shall,
to the extent Landlord deems feasible, restore the Building and the Premises to
substantially their former condition , Tenant's equipment, fixtures, ad
furnishings excepted. In no event shall Landlord be required to spend for such
work an amount in excess of the amount received by Landlord as compensation for
such taking. All amounts awarded upon at taking of any part of all of the
Building or the Premises shall belong to Landlord, and Tenant shall not be
entitled to and expressly waives all claim to any such compensation.

         25.      Loss and Damage. Landlord shall not be liable to Tenant for
any loss or damage to any property of Tenant, including without limitation, that
occasioned by theft, fire, act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition, or order of governmental body or
authority or by any other cause beyond the control of Landlord. Nor shall
Landlord be liable for any damage or inconvenience which may arise through
repair or alterations of any part of the Building or Premises, except as
otherwise provided for in the Lease.

                                       10
<PAGE>



         26.      Events of Default/Remedies.
                  ---------------------------

                  (a) The following events shall be deemed to be events or
default by Tenant under this Lease: (i) Tenant shall fail to pay any Rent or any
other sums of money due hereunder; (ii) Tenant shall fail to comply with any
provisions of this Lease including without limitation the Work Letter, all of
which terms, provisions and covenants shall be deemed material; (iii) the
leasehold hereunder demised shall be taken on execution or other process of law
in any action against Tenant; (iv) Tenant shall fail to promptly move into, take
possession of and operate its business on the Premises when the Premises are
ready for occupancy or shall cease to do business in or vacate or abandon any
substantial portion of the Premises; (v) Tenant shall become insolvent or unable
to pay its debts as they become due, or Tenant notifies Landlord that it
anticipates either condition; (vi) Tenant takes any action to, or notifies
Landlord that Tenant intends to file a petition under any section or chapter of
the Federal Bankruptcy Act, as amended, or under any similar law or statute of
the United States or any State thereof, or a petition shall be filed against
Tenant under any such statute or Tenant or any creditor of Tenant notifies
Landlord that it knows such a petition to be filed or Tenant notifies Landlord
that it expects such a petition to be filed; or (vii) a receiver or trustee
shall be appointed for Tenant's leasehold interest in the Premises or for all or
a substantial part of the assets of Tenant.

                  (b) Upon the occurrence of any event or events of default or
other breach of this Lease by Tenant not arising from Tenant's failure to pay
any rent or other sums of money due hereunder, and whether such default or
defaults are enumerated in this Paragraph or not, then if Tenant fails to cure
any such default within ten (10) days of written notice from Landlord, Landlord
shall have the option to pursue any one or more of the following remedies: (i)
Landlord shall have the right, at election, to cancel and terminate this Lease
and dispossess Tenant; or, (ii) Landlord shall have the right without
terminating or canceling this Lease to declare all amounts and rents due under
this Lease for the remainder of the existing term (or any applicable extension
or renewal thereof) to be immediately due and payable, and thereupon all rents
and other charges due hereunder to the end of the initial term or any renewal
term, if applicable shall be accelerated; (iii) Landlord may elect to enter and
repossess the Premises and relet the Premises for Tenant's account, holding
Tenant liable in damages for all expenses incurred in any such reletting and for
any difference between the amount of rent received from such reletting and the
rent due and payable under the terms of this Lease; (iv) Landlord may enter upon
the Premises and do whatever Tenant is obligated to do under this Lease; (v)
Landlord may present the Letter of Credit (described in Paragraph 36) for full
drawdown for application first to cure any defaults as to all amounts due with
any remaining amounts to be retained by Landlord as a security deposit for the
future performance of the Tenant's obligations. If Tenant is in default for any
reason which would require written notice from Landlord, and if such default
cannot reasonably be expected to be cured within the said ten (10) day period
then Tenant shall have a reasonable period of time to effect such cure, provided
that Tenant promptly commences the cure and proceeds diligently to completion of
same.


                                       11
<PAGE>



         The parties acknowledge that the amount of the Letter of Credit from
time to time shall not be deemed to limit Tenant's liability pursuant to the
Lease. Should Landlord draw the full amount of the Letter of Credit and cure any
default, with the balance to then be held as a security deposit, such election
by the Landlord shall be the Landlord's exclusive remedy as to any such default
so cured.
                  (c) In the event of any default by Tenant arising from the
failure to pay rent or any other sum due hereunder, Landlord, upon eight (8)
days' written notice to Tenant, may exercise any remedy or remedies provided in
Paragraph 26(b) above. Such eight days' notice period shall constitute an
opportunity for Tenant to cure its payment default.

                  (d) This Paragraph 26 shall be enforceable to the maximum
extent not prohibited by applicable law, and the unenforceability of any portion
hereof shall not thereby render unenforceable any other portion.

                  (e) Landlord shall be in default hereunder in the event
Landlord has not begun and pursued with reasonable diligence the cure of any
failure of Landlord to meet its obligations hereunder within thirty (30) days of
the receipt by Landlord of written notice from Tenant of the alleged failure to
perform. In no event shall Tenant have the right to terminate or rescind this
Lease as a result of Landlord's default as to any covenant or agreement
contained in this Lease or as a result of the breach of any promise or
inducement hereof, whether in this Lease or elsewhere. Tenant hereby waives such
remedies of termination and recision and hereby agrees that Tenant's remedies
for default hereunder and for breach of any promise or inducement by Landlord
shall be limited to a suit for damages and/or injunction. In addition, Tenant
hereby covenants that, prior to the exercise of any such remedies, it will give
the mortgagee holding any mortgage on the Premises notice and reasonable time to
cure any default by Landlord, so long as the identity and address of such
Mortgagee has been provided to Tenant in writing prior to such default.

                  (f) Tenant agrees to reimburse Landlord on demand for any
expenses which Landlord may incur in effecting compliance with Tenant's
obligations under this Lease, and Tenant further agrees that Landlord shall not
be liable for any such damages resulting to the Tenant from such action. All
such remedies of Landlord shall be cumulative, and in addition, Landlord may
pursue any other remedies that may be permitted by law or in equity. Forbearance
by Landlord to enforce one or more of the remedies here in provided upon an
event of default shall not be deemed or construed to constitute a waiver of such
default or remedy.

         27.      Property Taxes and Assessments. Subject to reimbursement by
Tenant pursuant in Paragraph 6 herein, Landlord shall pay all real property
taxes and special or other assessments for public betterments or improvements
which may be levied or assessed by any lawful authority against the Premises.
Tenant shall be liable for and shall pay directly to the taxing authorities all
taxes levied or assessed against personal property, furniture or fixtures or
equipment placed or purchased by Tenant in the Premises. If any such taxes for
which Tenant is liable are levied or assessed against Landlord or Landlord's
property and if Landlord elects to pay the same, or if the assessed value of
Landlord's property is increased by inclusion of personal property, furniture or
fixtures or equipment placed or purchased by Tenant in the Premises, and
Landlord elects to pay the taxes based on such increase, Tenant shall pay to
Landlord upon demand those taxes for which Tenant is liable hereunder.


                                       12
<PAGE>



         28.      Peaceful Enjoyment. Tenant shall, and may peacefully have,
hold, and enjoy the Premises against all persons claiming by, through or under
Landlord, subject to the other terms hereof, provided that Tenant pays the Rent
and other sums herein recited to be paid by Tenant and performs all of Tenant's
covenants and agreements herein contained. This covenant and any and all other
covenants of Landlord shall be binding upon Landlord and its successors only
with respect to breaches occurring during its or their respective periods of
ownership of the Landlord's interest hereunder.

         29.      Holding Over. In the event of holding over by Tenant without
Landlord's written consent thereto after expiration or other termination of this
Lease or in the event Tenant continues to occupy the Premises after the
termination of Tenant's right of possession pursuant to Paragraph 26(b) hereof
Tenant covenants and agrees, throughout the entire holdover period, to pay rent
equal to twice the Base Rental as the same is adjusted pursuant to the terms
hereof, together with applicable sales and use taxes and any Additional Rent
which would have been applicable had the term of this Lease continued through
the period of such holding over by Tenant. No possession by Tenant after the
expiration of the term of this Lease shall be construed to extend the term of
this Lease unless Landlord has specifically consented to such possession in
writing, and throughout such holdover period Tenant shall be deemed a
tenant-at-sufferance.

         30.      Subordination to Mortgage.This Lease is and shall be subject
and subordinate to any mortgage, deed of trust or other lien created by
Landlord, whether presently existing or hereafter arising upon the Premises, and
to any renewals, refinancing, and extensions thereof, but Tenant agrees that any
such mortgagee shall have the right at any time to subordinate such mortgage,
deed or trust or other lien to this Lease on such terms and subject to such
conditions as such mortgagee may deem appropriate in its discretion. Landlord is
hereby irrevocably vested with full power and authority to subordinate this
Lease to any mortgage, deed of trust or other lien now existing or hereafter
placed upon the Premises, or the Building as a whole, and Tenant agrees upon
demand to execute such further instruments subordinating this Lease or attorning
to the holder of any such liens as Landlord may request. The terms of this Lease
are subject to approval by the Landlord's permanent lender, and such approval is
a condition precedent to Landlord's obligations hereunder. In the event that
Tenant should fail to execute any subordination or other agreement required by
this Paragraph, promptly as requested, Tenant hereby irrevocably constitutes
Landlord as its attorney-in-fact to execute such instrument in Tenant's name,
place and stead, it being agreed that such power is one coupled with an
interest. Tenant agrees that it will from time to time upon request by Landlord
execute and deliver to such persons as Landlord shall request a statement in
recordable form certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that the same is in full force and
effect as so modified), stating the dates to which Rent and other charges
payable under this Lease have been paid, stating that Landlord is not in default
hereunder (or if Tenant alleges a default stating the nature of such alleged
default) and further stating such other matters as Landlord or its mortgagees
shall reasonably require. Tenant shall, in the event of the sale or assignment
of Landlord's interest in the Building or Premises or in the event of any
proceedings brought for the foreclosure of, or in the event of exercise of the
power of sale under, any mortgage made by Landlord covering the Premises, attorn
to and recognize such purchaser as Landlord under this Lease.

         31.    Estoppel Certificates. From time to time, Tenant, within ten
(10) days after written request by Landlord, will deliver to Landlord a
statement in writing certifying that this Lease is unmodified and in full force


                                       13
<PAGE>



and effect (or if there shall have been modification, that the same is in full
force and effect as modified and stating the modification), the dates to which
the Rent and other charges have been paid and stating whether or not the
Landlord is in default in performance of any covenant, agreement, or condition
contained in this Lease and, if so, specifying each such default of which Tenant
may have knowledge, and such additional information as any mortgagee or
purchaser of the Premises may require.

         32.      Landlord's Lien. Tenant hereby grants to Landlord a lien and
security interest on all property of Tenant now or hereafter placed in or upon
the Premises, and such property shall be and remain subject to such lien and
security interest of Landlord for payment of all Rent and other sums agreed to
be paid by Tenant herein. The provisions of this Paragraph relating to such lien
and security interest shall constitute a security agreement under and subject to
the Uniform Commercial Code of the State of Florida so that Landlord shall have
and may enforce a security interest on all property of Tenant now or hereafter
placed in or on the Premises, in addition to and cumulative of the Landlord's
liens and rights provided by law or by the other terms and provisions of this
Lease. Tenant agrees to execute as debtor such financing statement or statements
and such other documents as Landlord may now or hereafter request in order to
perfect or further protect Landlord's security interest. Notwithstanding the
above, Landlord shall neither make any claim upon nor withhold from Tenant,
Tenant's business records.

         33.      Attorney's Fees. Tenant agrees that Tenant will pay, in
additional to the Rent and other sums agreed to be paid hereunder, all
collection and court costs incurred by Landlord and Landlord's reasonable
attorneys' fees incurred for the collection of unpaid rentals or the
enforcement, defense or interpretation of Landlord's rights under this Lease,
whether such fees and costs be incurred out of court, at trial, on appeal, or in
bankruptcy proceedings.

         34.      No Implied Waiver. The failure of Landlord to insist at any
time upon the strict performance of any covenant or agreement or to exercise any
option, right, power or remedy contained in this Lease shall not be construed as
a waiver or a relinquishment thereof for the future. No payment by Tenant or
receipt by Landlord of a lesser amount that the monthly installment of Rent due
under this Lease shall be deemed to be other than on account of the earliest
Rent due hereunder, 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 in this Lease.

         35.      Limitation of Liability. The liability of Landlord to Tenant
for any default by Landlord under the terms of this Lease shall be limited to
the interest of Landlord in the Building and Real Property, and Tenant agrees to
look solely to Landlord's interest in the Building and the Real Property for the
recovery of any judgment from the Landlord, it being intended that Landlord
shall not be personally liable for any judgment or deficiency.

         36.      Letter of Credit as Security Deposit. As a security deposit,
Tenant shall provide a clean, unconditional, irrevocable Letter of Credit in
favor of Landlord in the amount of Two Hundred Fifty Thousand and No/100 dollars
($250,000.00) in the form attached as Exhibit E (the "Letter of Credit") issued
by and payable at a banking institution reasonably acceptable to Landlord and


                                       14
<PAGE>



located in Dade, Broward or Palm Beach County with an A rating or better from S&
P ("Acceptable Bank"). The Letter of Credit shall have an expiration date no
earlier than September 30, 2007 (the "Expiration Date") or shall be renewed
annually through said Expiration Date, in which event Tenant shall submit to
Landlord original amendments extending the expiration date or replacement
letters of credit with extended expiration dates, on an annual basis no later
than the date that is 45 days prior to the expiration date of the Letter of
Credit then in effect. Any replacement letter of credit must be issued by an
Acceptable Bank. Failure to so extend the expiration date of the Letter of
Credit through said Expiration Date in the foregoing manner shall constitute a
default under this Lease, entitling Landlord, in addition to all other remedies,
to present the Letter of Credit for payment in full upon eight (8) days written
notice to Tenant and to hold or apply the proceeds thereof as a Security Deposit
for the future performance of the Tenant's obligations. Said Letter of Credit
shall decrease annually in the amount of $30,000.00 each year so long as the
Tenant is not or has not been in default of any terms of the said Lease
Agreement. If at any time during the Lease Term there is any default under the
Lease, the Letter of Credit will not be further reduced This Letter of Credit
shall also be transferable to any successor of the Landlord's interest in the
subject property, the cost and expense of such transfer charged by the issuer of
the Letter of Credit, if any, to be paid by Tenant. The parties acknowledge that
the amount of the Letter of Credit from time to time shall not be deemed to
limit Tenant's liability pursuant to the Lease.

         37.      Radon Disclosure. In accordance with the requirements of
Florida Statutes Section 404.056(8), the following notice is hereby given:

         RADON GAS: Radon is a naturally occurring radioactive gas that, when it
         has accumulated in a building in sufficient quantities, may present
         health risks to persons who are exposed to it over time. Levels of
         radon that exceed federal and state guidelines have been found in
         buildings in Florida. Additional information regarding radon testing
         may be obtained from your county public health unit.

         38.      Hazardous Waste. Tenant agrees not to keep in or on the Leased
Premises any hazardous or toxic waste or substance whatsoever, as defined under
any applicable federal, state or local laws, rules regulating or ordinances.
Tenant hereby agrees to indemnify, defend, save and keep Landlord and Landlord's
employees, partners, successors and assigns, harmless form any an all
liabilities, obligations, charges, losses, damages, penalties, claims, actions
and expenses, including, without limitation, engineer' and professional fees,
soil tests and chemical analysis, court costs and legal fees and expenses
through all trial, appellate and administrative levels, imposed on, incurred by
or asserted against Landlord, in any way relating to, arising out of, or in
connection with the Tenant's use, handling, storage, transportation or disposal
of, any hazardous or toxic wastes or substances. The foregoing indemnification
shall survive any assignment or termination of the Lease.

         39.      Waivers by Tenant. Tenant expressly waives all of the
following: (a) the requirement under Chapter 83.12 of the Florida Statutes that
the plaintiff in his distress for rent action file a bond payable to the Tenant
in at least double the sum demanded by the plaintiff, it being understood that
no bond shall be required in any such action; (b) the right of Tenant under
Chapter 83.14 of the Florida Statutes to replevy distrained property; and (c)
any rights it may have in the selection of venue in the event of suit by or
against Landlord, it being understood that the venue of such suit shall be in
Broward County, Florida.


                                       15
<PAGE>



         40.      Notices. Any notice, demand or request to be given pursuant to
this Lease must, unless otherwise expressly provided herein, be in writing, and
may, unless otherwise in this Lease expressly provided, be given or be served by
depositing the same in the United States mail, postpaid and certified and
addressed to the party to be notified, with return receipt requested, or by
delivering the same in person to an officer of such party. Notice deposited in
the mail in the manner hereinabove described shall be effective from and after
the expiration of three (3) days after it is so deposited. Notwithstanding any
provision of this Lease to the contrary, however, Landlord may always give
Tenant notice by addressing or delivering same to the Premises. Until further
notice, the addresses for the parties shall be as follows:


      As to Landlord:      The Parmenter Company
                           6301 N.W. 5th Way, Suite 2800
                           Ft. Lauderdale, FL 33309


      Copy to:             Shelley Stuart Carvel,
                           Asst. Vice President
                           UNUM Life Insurance Company of America
                           Attn:  Mortgage & Real Estate Investments - Q114
                           2211 Congress Street
                           Portland, Maine 04122

      As to Tenant:        Inter-Call-Net Teleservices, Inc. d/b/a HELPMENOW.COM
                           6340 N.W. 5th Way
                           Ft. Lauderdale, FL  33309
                           Attn: Scott Gershon

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

         42.      Recordation. Tenant agrees not to record this Lease or any
memorandum hereof, but Landlord may record this Lease or a memorandum thereof,
at its sole election, and Tenant agrees to execute any such memorandum promptly
upon request by Landlord.

         43.      Governing Law. This Lease and the rights and obligations of
the parties hereto shall be interpreted, construed, and enforced in accordance
with the laws of the State of Florida.

         44.      Time of Performance. Time is of the essence with respect to
the performance of every provision of this Lease where time of performance is a
factor.


                                       16
<PAGE>



         45.      Force Majeure. Whenever a period of time is herein prescribed
for the taking of any action by Landlord, Landlord shall not be liable or
responsible for, and there shall be excluded from the computation of such period
of time, any delays due to strikes, riots, acts of God, shortages of labor or
materials, war, governmental laws, regulations, or restrictions, financing, or
any other cause whatsoever beyond the control of Landlord.

         46.      Transfers by Landlord. Landlord shall have the right to
transfer and assign, in whole or in part, all its rights and obligations
hereunder and in the Premises, and in such event and upon such transfer Landlord
shall be released from any further obligations hereunder, and Tenant agrees to
look solely to such successor in interest of Landlord for the performance of
such obligations.

         47.      Brokers. Landlord and Tenant each represent and warrant to the
other that except as may be hereinafter set forth, neither of them has employed
any broker in connection with the negotiations of the terms of this Lease or the
execution thereof. Landlord and Tenant hereby agree to indemnify and to hold
each other harmless against any loss, expense or liability with respect to any
claims for commissions or brokerage fees arising from or out of any breach of
the foregoing representation and warranty. Landlord recognizes The Parmenter
Company as the sole broker with whom Landlord has dealt in this transaction and
agrees to pay any commissions determined to be due said broker.

         48.      Effect of Delivery of this Lease. Landlord has delivered a
copy of this Lease to Tenant for Tenant's review only, and the delivery hereof
does not constitute an offer to Tenant or an option to lease. This Lease shall
not be effective until a copy executed by both Landlord and Tenant is delivered
to and accepted by Landlord.

         49.      Captions. The Paragraph captions used herein are for
convenience and reference only.


         50.      Relationship of Parties. Nothing contained herein shall be
deemed or construed by the parties hereto, nor by any third party, as creating
the relationship of principal and agent or of partnership or of joint venture
between the parties hereto, or to create any relationship between the parties
hereto other than the relationship of Landlord and Tenant.

         51.      Exhibit. Exhibits A, B, C, D,and E, are attached hereto and
incorporated herein and made part of this Lease for all purposes .

         52.      Prior Agreements and Amendments. All prior agreements,
understandings, representations and/or promises made or entered into by the
parties hereto are superseded by and replaced with this Lease, so that this
Lease is the sole agreement between the parties. The provisions of this Lease
may not be modified or amended, except by an instrument in writing and signed by
both parties hereto.


                                       17

<PAGE>




         53.      Binding Effect. This Lease shall be binding upon and inure to
the benefit of Landlord, its successors and assigns, and Tenant, its successors
and assigns.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
multiple original counterparts as of the date first above written.

                               LANDLORD

Executed in the presence of:

                               UNUM LIFE INSURANCE COMPANY OF AMERICA


----------------------------   bY:------------------------------------
                                 Shelley Stuart Carvel, Assistant Vice President



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




                                     TENANT


Executed in the presence of:
                                     INTER-CALL-NET TELESERVICES, INC.,  D/B/A
                                     HELPMENOW.COM

----------------------------         By:----------------------------------------


                                     Name:--------------------------------------

----------------------------
                                     As Its:------------------------------------




                                       18
<PAGE>


                                    EXHIBIT A
                                LEGAL DESCRIPTION


DESCRIPTION -
--------------

Lot 19, Corporate Park at Cypress Creek, Broward County, Florida (108-11-B)


ALSO DESCRIBED AS :
-------------------

6340 N.W. 5th Way, Ft. Lauderdale, FL  33309


                                       19
<PAGE>


                                    EXHIBIT B
                                   FLOOR PLAN


                                       20
<PAGE>


                                    EXHIBIT C
                                 WORK AGREEMENT

THIS AGREEMENT made as of the 31st day of August,2000, between Unum Life
Insurance Company of America ("Landlord") and Inter-Call-Net Teleservices, Inc.
d/b/a HELPMENOW.COM ("Tenant"). The parties hereby acknowledge that they are
contemporaneously entering into a certain Lease Agreement dated August, 2000(the
"Lease") for premises (the "Premises") known as The 6340 Building, located at
6340 N.W. 5th Way, Ft. Lauderdale, FL 33309.

1. Tenant's Work. Under the Lease, Tenant has agreed to accept the Premises "as
is," without any obligations for the performance of improvements or other work
by Landlord. However, Tenant desires to perform certain improvements thereto in
connection with Tenant's initial occupancy of the Premises. (" Tenant's Work").
Such Tenant's Work shall be in accordance with the provisions of this Work
Agreement, and to the extent not expressly inconsistent herewith, in accordance
with the provisions of the Lease, Performance of the Tenant's Work shall not
serve to abate or extend the time for the commencement of Rent under the Lease.

2. Cost of Tenant's Work. Except as provided hereinafter, Tenant shall pay all
costs (the "Costs of the Tenant's Work") associated with the Tenant's Work
whatsoever, including without limitation, all permits, inspection fees,
construction management fees due to Landlord's representative as well as any
Tenant representative, fees of space planners, architects, engineers, and
contractors, utility connections, the cost of all labor and materials, bonds,
insurance, and any structural or mechanical work, additional HVAC equipment or
sprinkler heads, or modifications to any building mechanical, electrical,
plumbing or other systems and equipment or relocation of any existing sprinkler
heads, either within or outside the Premises required as a result of the layout,
design, or construction of the Tenant's Work.

Of the Costs of the Tenant's Work, Landlord shall reimburse Tenant up to the
maximum amount of $115,560 or $10.00 per square foot of rentable area of the
Premises (the "Improvement Allowance) The Improvement Allowance does not
include: office furniture, equipment, cubicles, electrical power to cubicles,
non-building standard lighting, telephone lines, telephone systems, telephone
equipment, computer lines, computers, data lines or any cabling,(other than
standard electrical wiring within the Building) or any other item that would be
considered personal property. The Improvement Allowance shall be funded by
Landlord within thirty (30) days after the work has been completed in accordance
with the "Space Plan" and "Working Drawings" approved by Landlord in writing in
accordance with the provisions hereof, and Tenant has submitted all invoices,
lien waivers, affidavits of payment, certificates of occupancy and such other
evidence as Landlord may reasonably require that the cost of the Tenant's Work
has been satisfactorily completed, paid for and that no mechanic's,
materialmen's or other such liens have been or may be filed against the Property
or the Premises arising out of the design or performance of the Tenant's Work.
Landlord may issue checks to fund the Improvement Allowance jointly to Tenant,
its general contractor, and, at Landlord's option, to any subcontractors or
suppliers. Landlord shall have no responsibility to Tenant for remaining
allowance funds that have not been utilized during the initial buildout and any
unspent allowance will be deemed forfeited. Notwithstanding anything to the
contrary herein, any funds remaining and unspent toward Tenant's Work as of
December 15, 2000, shall be retained by Landlord without further obligation to
Tenant.


                                       21
<PAGE>



3.   Space Plan and Specifications
a.   Tenant shall be improving the Premises by demolishing the existing walls to
     coincide with the floor plan as described in Exhibit B. With the removal of
     the walls the ceiling tile shall be replaced, lights relocated as needed
     and electric removed and new installed where necessary. Other work included
     shall be the re-carpeting and painting of the Premises along with
     replacement of the reception area flooring and flooring to the entrance of
     the building. Replace wall between Lobby and main center with glass and
     install three security doors in lobby at existing door locations. Replace
     all bathroom fixtures with ADA approved fixtures. All work shall be
     completed within sixty (60) days from the beginning of construction and the
     - Premises substantially ready for occupancy.
b.   No later than ten (10) days after the date of this Work Agreement set forth
     above, Tenant shall submit two (2) sets of a "Space Plan" (as defined in
     Section 14) to Landlord for approval.
c.   Landlord shall, within ten (10) days after receipt thereof, either approve
     said Space Plan, or disapprove the same advising Tenant of the reasons for
     such disapproval. In the event Landlord disapproves said Space Plan, Tenant
     shall modify the same, taking into account the reasons given by Landlord
     for said disapproval, and shall submit two sets of the revised Space Plan
     to Landlord within five (5) days after receipt of Landlord's initial
     disapproval.

4.   Working Drawings and Engineering Report.
a.   No later than ten (10) days after receipt of Landlord's approval of the
     Space Plan, Tenant shall submit to Landlord for approval two (2) sets of
     "Working Drawings" (as defined in Section 14), and a report (the
     "Engineering Report") from Tenant's mechanical, structural and electrical
     engineers indicating any special heating, cooling, ventilation, electrical,
     heavy load or other special or unusual requirements of Tenant.
b.   Landlord shall, within twenty (20) working days after receipt thereof,
     either approve the Working Drawings and Engineering report, or disapprove
     the same advising Tenant of the reasons for disapproval. If Landlord
     disapproves of the Working Drawings or Engineering Report, Tenant shall
     modify and submit revised Working Drawings, and a revised Engineering
     Report, taking into account the reasons given by Landlord for disapproval,
     within five (5) days after receipt of Landlord's initial disapproval.

5.   Landlord's Approval. Landlord shall not unreasonably withhold approval of
any Space Plans, Working Drawings, or Engineering Report submitted hereunder if
they provide for a customary office layout, with typical office finishes and
materials, are compatible with the Building's shell and core construction, and
no modifications will be required for the Building electrical, heating,
air-conditioning, ventilation, plumbing, fire protection, life safety, or their
systems or equipment, and will not require any structural modifications to the
Premises, whether required by heavy loads or otherwise.

6.   Space Planners, Architects, Engineers, and Contractors. The Space Plan,
Working Drawings, Engineering Report and the Tenant's Work, shall be prepared
and performed by such licensed, bonded, reputable and qualified space planners,
architects, engineers and contractors selected by Tenant and approved by
Landlord ;. Such approval shall be granted or denied within fifteen (15) days
after Landlord receives from Tenant a written request for same, containing a
reasonable designation of the proposed party's background, references and
qualifications.


                                       22
<PAGE>



7.   Change Orders. No changes, modifications, alterations or additions to the
approved Space Plan or Working Drawings may be made without the prior written
consent of the Landlord after written request by Tenant. In the event that the
Premises are not constructed in accordance with said approved Space Plan and
Working Drawings, then Tenant shall not be permitted to occupy the Premises
until the Premises reasonably comply in all respects with said approved Space
Plan and Working Drawings; in such case, the Rent shall nevertheless commence to
accrue and be payable as otherwise provided in the Lease.

8.   Compliance. Tenant's Work shall comply in all respects with the following:
(a) the Building code of the City and State in which the Building is located and
State, County, City or other laws, codes, ordinances and regulations, as each
may apply according to the rulings of the controlling public official, agent or
other such person, (b) applicable standards of the National Board of fire
Underwriters and National Electrical Code, and (c) building material
manufacturer's specifications.

9.   Guarantees. Each contractor, subcontractor and supplier participating in
Tenant's Work shall guarantee that the portion thereof for which he is
responsible shall be free from any defects in workmanship and materials for a
period of not less than one (1) year from the date of completion thereof. Every
such contractor, subcontractor, and supplier shall be responsible for the
replacement or repair, without additional charge, of all work done or furnished
in accordance with its contract which shall become defective within one (1) year
after completion thereof. The correction of such work shall include, without
additional charge, all additional expenses and damages in connection with such
removal or replacement of all or any part of Tenant's Work, and/or the Property
or work which may be damaged or disturbed thereby. All such warranties or
guarantees as to materials or workmanship of or with respect to Tenant's Work
shall be contained in the contract or subcontract which shall be written such
that said warranties or guarantees shall inure to the benefit of both Landlord
and Tenant, as their respective interests may appear, and can be directly
enforced by either. Tenant covenants to give Landlord any assignment or other
assurances necessary to effect such right of direct enforcement. Copies of all
contracts and subcontracts shall be furnished to Landlord promptly after the
same are entered.

10.  Performance.
a.   Tenant's Work shall be commenced within fifteen (15) days after Landlord
     approves the Working Drawings, and shall thereafter be diligently
     prosecuted to completion, subject to delays for reasons beyond Tenant's
     control (except financial matters). All Work shall conform with the Working
     Drawings approved by Landlord in writing, and Landlord may periodically
     inspect the Work for such compliance.
b.   Tenant's Work shall be performed in a thoroughly safe, first-class and
     workmanlike manner in conformity with the approved Space Plan and Working
     Drawings, and shall be in good and usable condition at the date of
     completion.
c.   Tenant shall be required to obtain and pay for all necessary permits and/or
     fees with respect to Tenant's Work, and the same shall be shown to Landlord
     prior to commencement of the Work.
d.   Each contractor and subcontractor shall be required to obtain prior written
     approval from the Landlord for any space outside the Premises within the
     Property, which such contractor or subcontractor desires to use for
     storage, handling, and moving of his materials and equipment, as well as
     for the location of any facilities for his personnel.
e.   The contractors and subcontractors shall be required to remove from the
     Premises and dispose of, at least once a week and more frequently as
     Landlord may direct, all debris and rubbish caused by or resulting from the
     construction. Upon completion of Tenant's Work, the contractors and
     subcontractors shall

                                       23
<PAGE>



     remove al surplus materials, debris and rubbish of whatever kind remaining
     within the Property which has been brought in or created by the contractors
     and subcontractors in the performance of Tenant's Work. If any contractor
     or subcontractor shall neglect, refuse or fail to remove any such debris,
     rubbish, surplus material or temporary structures within two (2) days after
     notice to Tenant for Landlord with respect thereto, Landlord may cause the
     same to be removed by contract or otherwise as Landlord may determine
     expedient and charge the cost thereof to Tenant as Additional Rent under
     the Lease.
f.   Tenant shall obtain and furnish Landlord all approvals with respect to
     electrical, water and telephone work as may be required by the respective
     company supplying the service. Tenant shall obtain utility service,
     including meter, from the utility company supplying service, unless
     Landlord elects to supply service and/or meters.
g.   Landlord shall have the right to require Tenant to furnish bonds or other
     security in form and amount reasonably satisfactory to Landlord for the
     prompt and faithful performance and payment for Tenant's Work.
h.   Landlord's acceptance of Tenant's Work as being completed in accordance
     with the approved Space Plan and Working Drawings shall be subject to
     Landlord's inspection and written approval. Tenant shall give Landlord 5
     days prior written notification of the anticipated completion date of
     Tenant's Work.
i.   If contemplated or permitted under the statutes of the State in which the
     Property is located, within ten (10) days after completion of construction
     of Tenant's Work, Tenant shall execute and file a Notice of Completion with
     respect thereto and furnish a copy thereof to Landlord upon recordation,
     failing which, Landlord may itself execute and file the same on behalf of
     Tenant as Tenant's agent for such purpose.
j.   Tenant shall, at its cost and expense construct, purchase, install and
     perform any and all items of Tenant's Work, stock its merchandise, and
     employ its personnel so as to obtain any governmentally required
     certificate of occupancy and to occupy the Premises as soon as possible,
     and in all cases on or before the date required therefor hereunder or under
     the Lease.
k.   Copies of "as built" drawings shall be provided to Landlord no later than
     thirty (30) days after completion of the Work.
l.   Landlord's approval of Tenant's plans and specifications, and Landlord's
     recommendations or approvals concerning contractors, subcontractors, space
     planners, engineers or architects, shall not be deemed a warranty as to the
     quality or adequacy of the Work, or the design thereof, or of its
     compliance with Laws, codes and other legal requirements.
m.   Tenant shall conduct its labor relations and relations with employees so as
     to avoid strikes, picketing, and boycotts of; on or about the Property. If
     any employees strike, or if picket lines or boycotts or other visible
     activities objectionable to Landlord are established, conducted or carried
     out against Tenant, its employees, agents, contractors, subcontractors or
     suppliers, in or about the Property, Tenant shall immediately close the
     Premises and remove or cause to be removed all such employees, agents,
     contractors, subcontractors and suppliers until the dispute has been
     settled.
n.   Tenant's contractors shall comply with the rules and regulations of the
     Property and Landlord's requirements respecting the manner of delivery,
     handling materials, equipment and debris.

11.  Insurance. All contractors and sub-contracts shall carry Worker's
Compensation Insurance covering all of their respective employees in the
statutory amounts. Tenant shall carry Employer's Liability Insurance in the
amount of at least $500,000 per occurrence, and comprehensive general liability
insurance of at least $3,000,000 combined single limit for bodily injury, death,


                                       24
<PAGE>



or property damage; and the policies therefor shall cover Landlord and Tenant,
as additional insured, as well as the contractor or subcontractor. Tenant shall
carry builder's risk insurance coverage respecting the construction and
improvements to be made by Tenant, in the amount of the anticipated cost of
construction of the Work (or any guaranteed maximum price). All insurance
carriers hereunder shall be rated at least A and X in Best's Insurance Guide.
Certificates for all such insurance shall be delivered to Landlord before the
construction is commenced or contractor's equipment is moved onto the Property.
All policies of insurance must require that the carrier give Landlord twenty
(20) days' advance written notice of any cancellation or reduction in the
amounts of insurance. In the event that during the course of Tenant's Work any
damage shall occur to the construction and improvements being made by Tenant,
then Tenant shall repair the same at Tenant's cost.

12.  Liens. Tenant shall keep the Property free from any mechanic's,
materialman's or similar liens or other such encumbrances in connection with the
Work, and shall indemnify and hold Landlord harmless from and against any
claims, liabilities, judgments, or costs (including attorneys' fees) arising in
connection therewith. Tenant shall give Landlord notice at least twenty (20)
days prior to the commencement of the Work (or such additional time as may be
necessary under applicable laws), to afford Landlord the opportunity of posting
and recording appropriate notices of non-responsibility. Tenant shall remove any
such lien or encumbrance by bond or otherwise within ten (10) days after written
notice by Landlord, and if Tenant shall fail to do so, Landlord may pay the
amount necessary to remove such lien or encumbrance, without being responsible
for investigation the validity thereof. The amount paid shall be deemed
Additional Rent under the Lease payable upon demand, without limitation as to
other remedies available to Landlord under the Lease. Nothing contained herein
shall authorize Tenant to do any act which shall subject Landlord's title to the
Property to any liens or encumbrances whether claimed by operation of law or
express or implied contract. Any claim to a lien or encumbrance upon the
Property arising in connection with the Work shall be null and void, or at
Landlord's option shall attach only against Tenant's interest in the Property
and shall in all respects be subordinate to Landlord's title to the Property.

13.  Indemnity. Tenant shall indemnify, defend and hold harmless Landlord (and
Landlord's principals, partners, agents, trustees, beneficiaries, officers,
employees and affiliates) from and against any claims, demands, losses, damages,
injuries, liabilities, expenses, judgments, liens, encumbrances, orders, and
awards, together with attorneys' fees and litigation expenses arising out of or
in connection with the Work, or Tenant's failure to comply with the provisions
hereof, or any failure by Tenant's contractors, subcontractors or their
employees to comply with the provisions hereof, except to the extent caused by
Landlord's intentional or negligent acts.

14.  Certain Definitions
a.   "Space Plan" herein means a floor plan, drawn to scale, showing: (1)
     demising walls, corridor doors, interior partition walls and interior
     doors, including any special walls, glass partitions or special corridor
     doors, (2) any restrooms, kitchens, computer rooms, file rooms and other
     special purpose rooms, and any sinks or other plumbing facilities, or other
     special facilities or equipment, (3) any communications system, indicating
     telephone and computer outlet locations, and (4) any other details or
     features required to reasonably delineate the Work to be performed.
b.   "Working Drawings" herein means fully dimensioned, permitable,
     architectural construction drawings and specifications, and any required
     engineering drawings (including mechanical, electrical, plumbing,
     air-conditioning, ventilation and heating). And shall include any
     applicable items described above for the Space Plan, and if applicable: (1)

                                       25
<PAGE>



     electrical outlet locations, circuits and anticipated usage therefor, (2)
     reflected ceiling plan, including lighting, switching, and any special
     ceiling specifications, (3) duct locations for heating, ventilating and
     air-conditioning equipment, (4) details of all millwork, (5) dimensions of
     all equipment and cabinets to be built in, (6) furniture plan showing
     details of space occupancy, (7) keying schedule, (8) lighting arrangement,
     (9) location of print machines, equipment in lunch rooms, concentrated file
     and library loadings and any other equipment or systems (with brand names
     wherever possible) which require special consideration relative to
     air-conditioning, ventilating and air conditioning equipment and
     requirements, (11) weight and location of heavy equipment, and anticipated
     loads for special usage rooms (12) demolition plan (13) partition
     construction plan (14) type and color of floor and wall-coverings, wall
     paint and any other finishes, and any other details or features required to
     completely delineate the Tenant's Work to be performed.

15. Taxes. Tenant shall pay prior to delinquency all taxes, charges or other
governmental impositions (including without limitation, any real estate taxes or
assessments, sales tax or value added tax) assessed against or levied upon
Tenant's fixtures, furnishings, equipment and personal property located in the
Premises and the Tenant's Work to the Premises under this Agreement. Whenever
possible, Tenant shall cause all such items to be assessed and billed separately
from the property of Landlord. In the event any such items shall be assessed and
billed with the property of Landlord, Tenant shall pay its share of such taxes,
charges or other governmental impositions to Landlord within thirty (30) days
after Landlord delivers a statement and a copy of the assessment or other
documentation showing the amount of such impositions applicable to Tenant.

16. INCORPORATED INTO LEASE; DEFAULT. THE PARTIES AGREE THAT THE PROVISIONS OF
THIS WORK AGREEMENT ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE
FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies
between the Lease and this Work Agreement, the latter shall govern and control.
If Tenant shall default under this work Agreement, Landlord may order that all
Tenant's Work being performed in the Premises be stopped immediately, and that
no further deliveries to the Premises be made, until such default is cured,
without limitation as to Landlord's other remedies. Any amounts payable by
Tenant to Landlord hereunder shall be paid as Additional Rent under the Lease.
Any default by the other party hereunder shall constitute a default under the
Lease and shall be subject to the remedies and other provisions applicable
thereto under the Lease. If Tenant shall default under the Lease or this Work
Agreement and fail to cure the same within the time permitted for cure under the
Lease, at Landlord's option, all amounts paid or incurred by Landlord towards
the Improvement Allowance shall become immediately due and payable as Additional
Rent under the Lease.

                             LANDLORD:  UNUM LIFE INSURANCE COMPANY OF
                             AMERICA
                             By: /s/ Shelley Stuart Carvel
                             -------------------------------------------------
                             Shelley Stuart Carvel , Assistant Vice President

                             TENANT:  INTER-CALL-NET TELESERVICES, INC.
                             D/B/A HELPMENOW.COM

                             By: Scott Gershon, President
                             -------------------------------------------------


                                       26

<PAGE>



                                    EXHIBIT D

                              RULES AND REGULATIONS

                                       FOR

                                THE 6340 BUILDING
                                -----------------

The following Rules and Regulations have been formulated for the safety and
well-being of the Tenant and become effective upon occupancy. Strict adherence
to these Rules and Regulations is necessary to guarantee that the Tenant will
enjoy a safe and unannoyed occupancy of the Premises. Any repeated or continuing
violation of these Rules and Regulations by Tenant after notice and time to cure
from Landlord, shall be sufficient cause for termination of this Lease, at the
option of Landlord.

Landlord may, upon request by the Tenant, waive the compliance by the Tenant of
any of the foregoing Rules and Regulations provided that (i) no waiver shall be
effective unless signed by Landlord's authorized agent, (ii) an such waiver
shall not relieve the Tenant from the obligation of complying with the remainder
of the foregoing Rules and Regulations unless the Tenant has received a similar
waiver in writing form Landlord.

Landlord agrees not to unreasonably discriminate against Tenant in the
enforcement of the Rules and Regulations in effect with regard to the Building.

     1.   The sidewalks, entrances, passages, courts, or other exterior parts of
the Building and the Premises shall not be obstructed or encumbered or used for
any purpose other than ingress and egress, and Tenant shall keep the sidewalks
and curb directly in front of said Premises clean and free from debris. Subject
to the other provisions of the Lease, Tenant shall have the right to control and
operate the Building, and the facilities furnished for the Building, in such
manner as Tenant deems best.

     2.   No awnings or other projections shall be attached to the outside walls
of the Building without the prior written consent of Landlord. No drapes,
blinds, shades or screens shall be attached to or hung in or used in connection
with, any window or door of the Premises, without the prior consent of Landlord
in its reasonable discretion. Such awnings, projections, curtains, blinds,
screens or other fixtures must be of a quality, type, design and color and
attached in the manner approved by Landlord in its reasonable discretion.

     3.   Except as otherwise provided for in this Lease, no sign, picture,
advertisement, notice or other lettering shall be exhibited, inscribed, printed
or affixed by the Tenant on any part of the outside or inside of the Building
that is visible from the outside without the prior written consent of Landlord.
In the event of the violation of the foregoing by the Tenant, Landlord may
remove same without any notice or liability, and may charge the expense incurred
by such removal to the Tenant.

     4.   No show cases or other articles shall be put in front of or affixed to
any part of the exterior of the Building without the prior written consent of
Landlord.


                                       27
<PAGE>



     5.   The water and wash closets and other plumbing fixtures shall not be
used for any purpose other than those for which they were constructed, and no
sweepings, rubbish, rags or other substances shall be thrown therein. All
damages resulting from any misuses of the fixtures shall be borne by the Tenant.

     6.   All contractors an/or technicians performing work for Tenant within
the Premises, Building or parking facilities shall be referred to Landlord for
approval before performing such work. This shall apply to all work including,
but not limited to, installation of telephone, telegraph equipment, electrical
devises and attachments, and all installations affecting floors, walls, windows,
doors, ceilings, equipment or any other physical feature of the Building, the
Premises or parking facilities. None of this work shall be done by Tenant
without Landlord's prior written approval.

     7.   The Tenant shall not construct, maintain, use or operate within the
Premises or elsewhere within or on the outside of the Building any electrical
device, wiring or apparatus in connection with a loud-speaker system other than
an office loud-speaker system with speakers solely within the Premises.

     8.   No vehicles, or animals, birds or pets of any kind shall be brought
into or be kept in or about the Premises, and no cooking shall be done or be
permitted by the Tenant on said Premises except for the Tenant's own use. The
Tenant shall not make, or permit to be made, any unseemly or disturbing noises
which disturb or interfere with occupants of neighboring buildings or premises
or those having business with them whether by the use of any musical instrument,
radio phonograph, unmusical noise, whistling, singing or in any other way. The
Tenant shall not throw anything out of doors or windows or down corridors or
stairs of the Building.

     9.   No inflammable, combustible or explosive fluid, chemical or substances
shall be brought or kept upon Premises. Landlord acknowledges, however, that
Tenant shall be entitled to keep those items necessary to run its photocopying
equipment.

     10.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by the Tenant, nor shall any changes be made in existing
locks or the mechanism thereof without Landlord's consent. The Tenant shall,
upon the termination of its tenancy, return to Landlord all keys of offices,
storage and toilet rooms either furnished to, or otherwise procured by the
Tenant, and in the event of the loss of any keys so furnished, Tenant shall pay
to Landlord the cost to re-key the locks operated by those keys.

     11.  Any person employed by the Tenant to do janitorial work within the
Premises must obtain Landlord's consent, and such person shall, while in the
Building on said Premises, comply with all reasonable instructions issued by the
Landlord's property manager.

     12.  Landlord shall have the right to prohibit any advertising by the
Tenant which, in Landlord's opinion, tends to impair the reputation of the
Premises and upon written notice from Landlord, the Tenant shall refrain from or
discontinue such advertising.

     13.  The Tenant shall be responsible for all persons for whom it authorizes
entry into or exit out of the Building and shall be liable to Landlord for all
acts of such persons, except to the extent covered or required to be covered by
insurance carried, or required to be carried, by Landlord.


                                       28
<PAGE>



     14.  The Premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.

     15.  Canvassing, soliciting and peddling on the Premises is prohibited and
the Tenant shall cooperate to prevent the same.

     16.  In the event Tenant must dispose of crates, boxes, etc. which will not
fit into office wastepaper baskets, it will be the responsibility of Tenant to
dispose of same.

     17.  Unless otherwise set forth in the Lease, Tenant shall not install any
antenna or aerial wires, or radio or television equipment, or any other type of
equipment, inside or outside of the Building, without Landlord's prior approval
in writing and upon such terms and conditions as may be specified by Landlord in
each and every instance.

     18.  Where the approval or consent of Landlord is required in these Rules
and Regulations, Landlord shall not unreasonably withhold or delay such approval
or consent.

     19.  Landlord reserves the right to rescind any of these rules and
regulations and to make such other and further rules and regulations as it, in
its sole discretion, shall from time to time require for the safety, protection,
care and cleanliness of the Premises. These rules and regulations, as amended,
shall be binding upon Tenant in a like manner as if included within the
provisions of the Lease agreement from the inception of the Lease Term.


                                       29

<PAGE>


                                    EXHIBIT E
                                    ---------
                              LETTER OF CREDIT FORM
                              ---------------------


                                (BANK LETTERHEAD)
                                -----------------

               IRREVOCABLE LETTER OF CREDIT NO. --------------------


                                                                      , 200
                                        -----------------------------

_________ UNUM LIFE INSURANCE COMPANY _________________
2211 CONGRESS STREET
PORTLAND, MAINE 04122

GENTLEMEN:

WE HEREBY AUTHORIZE YOU TO DRAW ON OURSELVES

FOR ACCOUNT OF __________(name of account party)______________________________
UP TO THE AGGREGATE AMOUNT OF________________________ ($ ____________________ ,
AVAILABLE BY YOUR CLEAN SIGHT DRAFT OR DRAFTS.

DRAFTS UNDER THIS CREDIT MUST BE MARKED "DRAWN UNDER IRREVOCABLE LETTER OF
CREDIT NO. _________________________ DATED _________________________________"
AND PRESENTED AT OUR OFFICE NO LATER THAN


PARTIAL DRAWINGS ARE NOT PERMITTED.
----------------------------------

THIS LETTER OF CREDIT MUST ACCOMPANY ANY DRAFT PRESENTED TO US FOR PAYMENT, AND
WILL BE RETURNED TO YOU IF THE DRAFT DOES NOT EXHAUST THE AMOUNT OF THIS LETTER
OF CREDIT.

WE HEREBY REPRESENT AND WARRANT THAT THE ISSUANCE OF THIS LETTER OF CREDIT DOES
NOT EXCEED OUR LENDING LIMIT FOR THE ACCOUNT PARTY.

OUR OBLIGATION UNDER THIS LETTER OF CREDIT IS INDEPENDENT FROM THAT OF
__________(name of account party)________________ WITH YOU. NO DEFENSE OR CLAIM
OF __________(name of account party)________________ AGAINST YOU, AND NO
BANKRUPTCY OR INSOLVENCY OF ____________(name of account party)_____________
SHALL IMPAIR OR AFFECT IN ANY WAY OUR OBLIGATION TO HONOR YOUR DRAFTS UNDER AND
IN COMPLIANCE WITH THIS LETTER OF CREDIT. OUR OBLIGATION TO YOU IS IN NO WAY
CONTINGENT UPON REIMBURSEMENT FROM _________(name of account party)____________
OR BY ANYONE ELSE.

WE HEREBY UNDERTAKE THAT DRAFTS DRAWN IN COMPLIANCE WITH THE TERMS OF THIS
CREDIT WILL BE DULY HONORED BY US WITHIN TWENTY FOUR (24) HOURS AFTER
PRESENTATION.

THIS LETTER OF CREDIT IS SUBJECT TO THE PROVISIONS OF THE ____(state)____
UNIFORM COMMERCIAL CODE.

                                                Very truly yours,


                                               ------------------------------
                                                Authorized Signature


                                               ------------------------------
                                                Authorized Signature


                                       30


<PAGE>