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                                                                   EXHIBIT 10.19

                            ONE UNION NATIONAL PLAZA

                                 LEASE AGREEMENT

LANDLORD            THIS AGREEMENT ("Lease"), dated the 17th day of January,
TENANT          2001, between UNION NATIONAL PLAZA I, INC., Landlord and R. E.
                Stafford, Inc., dba COLO Solutions (hereinafter called
                "Tenant").

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

                    That each of the aforesaid parties acknowledges receipt of a
                valuable consideration from the other and they and each of them
                act herein in further consideration of the covenants of the
                other as herein stated. Landlord and Tenant agree as follows:

                                    ARTICLE I

PREMISES            1.1 (a) That Landlord does hereby grant, demise and lease
                unto Tenant the premises or space in the One Union National
                Plaza (hereinafter referred to as "Building"), 124 West Capitol,
                Little Rock, Pulaski County, Arkansas, as outlined in red on the
                floor plan attached hereto (hereinafter referred to as "Exhibit
                A"), presently expected to be on the 1st (Suite 106) floor(s) of
                the Building, consisting in the aggregate of 2206 square feet of
                net rentable area (hereinafter referred to as "Premises"), plus
                space to locate an Emergency Generator in the Basement of the
                Building, (approximately 307 rentable square feet in the
                basement of the Building as shown on "Exhibit B-1".)

                The term "net rentable area" as used herein, shall refer to (I)
                in the case of a single tenancy floor, all floor area measured
                from the plane set by the inside surface of the outer glass of
                the Building to the inside surface of the opposite outer wall,
                excluding only the areas ("service areas") within the outside
                walls used for elevators, mechanical rooms, janitor rooms,
                building stairs, fire towers, elevator shafts, flues, vents,
                stacks, pipe shafts and vertical ducts but including any such
                areas which are for the specific use of (he particular tenant
                such as special stairs or elevators, and (ii) in the case of a
                partial floor, all floor areas within the plane set by the
                inside surface of the outer glass or wall enclosing the tenant
                occupied portion of the floor and measured to the mid-point of
                the walls separating areas leased by or held for lease to other
                tenants or from areas devoted to corridors, foyers, restrooms,
                for the use of all tenants on the particular floor (hereinafter
                sometimes called "common areas"), but including a proportionate
                part of the common areas located on such floor based upon the
                ratio which the tenant's net rentable area on such floor bears
                to the aggregate net rentable area on such floor. No deductions
                from net rentable area are made for columns or projections
                necessary to the Building. The net rentable area in the Premises
                has been calculated on the basis of the foregoing definition and
                is hereby stipulated for all purposes hereof to be the aggregate
                amount of square feet hereinabove stated, whether the same
                should be more or less as a result of minor variations resulting
                from actual construction and completion of the Premises for
                occupancy so long as such work is done in accordance with the
                terms and provisions hereof

                    1.1 (b) In addition to the Premises, and any portion of the
                Building accessed by Tenant pursuant to the Technical Facility
                Addendum, attached hereto as Exhibit "B". Tenant shall retain a
                non-exclusive license to construct, install, operate, repair,
                maintain, and remove, Telecommunication related equipment on
                the roof of the Building, provided however, Landlord reserves
                the absolute and unconditional right to approve the location and
                type of any equipment located on, or to the roof of the
                Building, in order to assure other users that Tenant's use does
                not interfere with any other users of the roof area. In
                consideration of said license, Tenant shall pay Landlord the sum
                of $300.00 per antenna or per use by tenant; ($600.00 per
                satellite dish) or any sub-licensee thereunder.

USE OF
PREMISES            1.2 The Premises are to be used and occupied continuously
                throughout the term hereof for the business of
                Telecommunications and Internet Related Co-location Facility
                exclusively, and for no other purpose whatever.

TERM OF
LEASE               1.3 The Premises are hereby demised unto Tenant for a period
                of Five (5) years commencing on March 1, 2001 or the date on
                which the Premises are ready for occupancy by Tenant as
                certified to Tenant in writing by or upon written notice to
                Tenant by Landlord ("Commencing Date") and expiring on February
                28, 2006. In this connection, the parties may agree to execute a
                subsequent agreement setting forth the specific Commencing Date
                and expiration date of the Lease.


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RENTAL              1.4 (a) Tenant shall pay to Landlord as rent for the
                Premises during the term of this Lease a monthly installment,
                payable in advance on the first day of every month without
                notice, demand, offset or deduction, and such rent beginning
                with the commencement of the term; provided, however, that in
                the event the term shall commence pursuant to Section 1.3 hereof
                on a date other than the first day of a month then the monthly
                installments for the first month of the term and the last month
                of the term shall be pro-rated accordingly and such pro-rated
                installment for the first month of the term shall be payable
                with and in addition the monthly installment due on the first
                day of the first full month following commencement of the term
                (the date the first monthly installment of rent is due, whether
                the term shall have commenced on a date other that he first day
                of a month or not, is hereinafter referred to as the "Initial
                Rent Payment Date". If rent has not been paid by the 10th of the
                month in which it is due, 10% of the monthly payment will be
                assessed as a late charge. The amount of each such installment
                shall be equal to the following:

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                          (i) For the period commencing on the first day of the
                          term and ending one year subsquent to the Initial Rent
                          Payment Date ("Initial Rent Period") the amount of
                          each monthly installment ("Initial Monthly Rent")
                          shall be equal to one-twelfth (1/12) of the total
                          number of square feet of net rentable area contained
                          in the Premises leased to Tenant multiplied times
                          $14.00 per each such square foot in the amount of Two
                          Thousand, Five Hundred Seventy Three and 67/100
                          Dollars $2,573.67 per month, plus Generator Space and
                          License Fee as set forth herein in Paragraph 4.16 Rent
                          Schedule.

                          (ii) For the year commencing on the first day
                          immediately following the expiration of the Initial
                          Rent Period ("Second Year") the amount of each monthly
                          installment shall be equal to the Initial Monthly Rent
                          multiplied times 1.04.

                          (iii) For all other years subsequent to the Second
                          Year until the expiration of the term the amount of
                          each monthly installment shall be equal to the amount
                          of the monthly installment payable during the
                          immediately preceding year multiplied times 1.04.

                      (b) Generator Space Rent. Rent for the Generator space in
                  the Building's basement shall be charged at the same rate per
                  rentable square foot and under the same rental terms as the
                  Premises as described in Paragraph 1.1. (Exact rentable square
                  foot area and location of Generator to be determined.)


                      (c) Fees. In addition to the Rent for the Premises and
                  Generator Space as outlined above, Tenant shall pay to
                  Landlord the sum of $10.00 per month during the term of the
                  initial Lease for the rights granted the Licensee (Tenant) in
                  the attached First Addendum (Technical Facility) during the
                  Term, which monthly installment shall be due on the first day
                  of the first full month following commencement of the term
                  (the date the first monthly installment of rent is due,
                  whether the term shall have commenced on a date other than the
                  first day of a month or not, is hereinafter referred to as the
                  "Initial Rent Payment Date". If License Fee has not been paid
                  by the 10th of the month in which it is due, 10% of the
                  monthly payment will be assessed as a late charge.
                  Additionally, Licensee (Tenant) shall pay any and all
                  attorney's fees pertaining to and arising out of this License.

                      (d) Whenever, by the terms of the Lease, Tenant is
                  required to make payments or furnish items at the expense of
                  Tenant, all such additional items required to be paid by
                  Tenant are to be considered as additional rent and Landlord is
                  to have the same rights and remedies upon the nonpayment of
                  such as Landlord has for the nonpayment of the rent provided
                  in this Section 1.4.

SECURITY              1.5 Landlord acknowledges receipt of Tenant's check in the
                  amount of $2,941.84 Dollars be held as security for the
                  performance of Tenant's covenants herein contained. Upon
----------------  default by Tenant in making any payment or performing any
Security Deposit  obligation herein provided, Landlord shall have the right but
Check #_________  not the obligation to apply said deposit toward payment of any
Dated:__________  arrearage of rent or other payments required of Tenant
Received and      hereunder, or toward payment of any other damages, injury,
Acknowledged:     cost or expense incurred by Landlord and caused by Tenant. If
________________  all or any part of the deposit shall be so applied by
Property Manager  Landlord, then within ten (10) days after Landlord shall make
Date:___________  demand upon Tenant for a replacement deposit equal in amount
----------------  to the deposit so applied, which shall be delivered to
                  Landlord by Tenant. Upon any transfer by Landlord of its
                  interest in the Premises or this Lease, Landlord shall have
                  the right without consent of Tenant to assign the deposit to
                  the transferee who shall assume all liability or obligations
                  to Tenant in regard thereto, and Landlord shall thereupon be
                  released and discharged of all such liability or obligations.
                  The provisions of this Subsection 1.5 shall not be construed
                  as liquidated damages, and shall not operate in any manner to
                  reduce or release the obligations of Tenant hereunder, except
                  insofar as the application of this money may reduce or satisfy
                  an obligation to make payment of money. If Tenant is not in
                  default hereunder, any remaining balance of such deposit shall
                  be returned by Landlord to Tenant without interest within
                  thirty (30) days after termination of this Lease.


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[SUBSTITUTION         1.6 (a) Landlord shall have the right at any time from the
SPACE; LEASE      date hereof through the end of the term of this Lease or any
SUBJECT TO        renewal or extension hereof to substitute, in place of the
OPTIONS           original Premises, other space in the Building of at least the
                  area of the original Premises ("Substitution Space").

                      (b) If Landlord desires to exercise such right, it shall
                  give Tenant at least sixty (60) days prior notice thereof
                  specifying the effective date of such substitution ("Effective
                  Date"), whereupon, on such Effective Date: (1) the description
                  of the original Premises set forth in this Lease shall,
                  without further act on the part of Landlord or Tenant, be
                  deemed amended so that the Substitution Space shall, for all
                  intents and purposes, be deemed the Premises hereunder, and
                  all of the terms, covenants, conditions, provisions and
                  agreements of this Lease shall continue in full force and
                  effect and shall apply to the Substitution Space except that
                  (a) if the then unexpired balance of the term of this Lease
                  shall be less than one year, the term of this Lease shall be
                  extended so that the unexpired balance of the term of this
                  Lease shall be for one year from such Effective Date, and (b)
                  if the Substitution Space contains more square footage than
                  the original Premises, the rental set out in Section 1.4 above
                  shall be increased proportionately (provided that such rental
                  increase shall not be in excess of five percent of the rental
                  immediately preceding such increase); and (2) Tenant shall
                  move from the original Premises into the Substitution Space
                  and shall vacate and surrender possession to Landlord of the
                  original Premises and if Tenant continues to occupy the
                  original Premises after such effective date, then thereafter,
                  during the period of such occupancy, Tenant shall pay rent for
                  the original Premises at the rate set forth in this Lease, in
                  addition to the rent for the Substitution Space as the above
                  described rate.

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                      (c) Tenant shall have the option either to accept
                  possession of the Substitution Space in its "as is" condition
                  as the Effective Date or to require Landlord to alter the
                  Substitution Space in the same manner as the original Premises
                  were altered or were to be altered. Such option shall be
                  exercised by notice from Tenant to Landlord within ten (10)
                  days after the aforesaid notice from Landlord to Tenant of
                  such proposed relocation. If Tenant fails to deliver to
                  Landlord notice of its election within the ten (10) day
                  period, or if Tenant is in default under any of the terms,
                  covenants, conditions, provisions or agreements of this Lease,
                  Tenant shall be deemed to have elected to accept possession of
                  the Substitution Space in its "as is" condition. If Tenant
                  elect to require Landlord to alter the Substitution Space,
                  then (1) notwithstanding the preceding subparagraph (b)
                  regarding the terms of this Lease, if such then unexpired
                  balance of the term of this Lease is less than two (2) years,
                  the term of this Lease, without further act on the part of
                  Landlord or Tenant, shall be deemed extended so that the then
                  unexpired balance of the term of this Lease shall be two (2)
                  years from such Effective Date, (2) Tenant shall continue to
                  occupy the original Premises (upon all of the terms,
                  covenants, conditions, provisions, and agreements of this
                  Lease, including the covenant for the payment of rent) until
                  the date on which Landlord shall have substantially completed
                  such alteration work in the Substitution Space, (3) Tenant
                  shall move from the original Premises into the Substitution
                  Space immediately upon the date of such substantial completion
                  by Landlord and shall vacate and surrender possession to
                  Landlord of the original Premises on such date and if Tenant
                  continues to occupy the original Premises after such date,
                  then thereafter, during the period of such occupancy, Tenant
                  shall pay rent for the original Premises at the rate set forth
                  in this Lease, in addition to the rent for the Substitution
                  Space at the above described rate. With respect to such
                  alteration work in the Substitution Space, if Tenant shall
                  make changes in the work and if such changes shall delay the
                  work to be performed by Landlord, or if Tenant shall otherwise
                  delay the substantial completion of Landlord's work, the
                  happening of such delays shall in no event postpone the date
                  for the commencement of the payment of rent for such
                  Substitution Space beyond the date on which such work would
                  have been substantially completed but for such delay and, in
                  addition, Tenant shall continue to pay rent for the original
                  Premises at the rate set forth in this Lease until Tenant
                  vacates and surrenders same as aforesaid. Landlord at its
                  discretion may substitute materials of like quality for the
                  materials originally utilized.

                      (d) If Landlord exercises its relocation right, Landlord
                  shall reimburse Tenant for Tenant's reasonable out of pocket
                  expenses for moving Tenant's furniture, equipment, supplies
                  and telephones and telephone equipment from the original
                  Premises to the Substitution Space and for reprinting Tenant's
                  stationery of the same quality and quantity of Tenant's
                  stationery supply on hand immediately prior to Landlord's
                  notice to Tenant of the exercise of this relocation right. If
                  the Substitution Space contains more square footage than the
                  original Premises and if the original Premises were carpeted,
                  Landlord shall supply and install an equal amount of carpeting
                  of the same or equivalent quality and color.

                      (e) It is further specifically understood and agreed that
                  this Lease and the right of Tenant to occupancy of the
                  Premises is subject and subordinate to any right that any
                  other tenant of Landlord may have to exercise options to lease
                  additional space in the Building ("Option Space"). In the
                  event that any such option shall be exercised and the Option
                  Space shall constitute all or any part of the Premises,
                  notwithstanding the availability of other space in the
                  Building which may be used as Substitution Space, Landlord
                  shall have the option in its sole discretion to either
                  terminate this Lease or to provide Tenant with Substitution
                  Space, provided that Landlord shall in either event notify
                  Tenant in writing of its decision within thirty (30) days
                  after Landlord shall have been notified of the exercise of an
                  option for Option Space by the other Tenant exercising the
                  same. If Landlord shall elect to terminate this Lease then
                  without further act the Lease shall terminate as to the entire
                  Premises sixty (60) days after the receipt by Tenant of the
                  aforesaid written notice from Landlord, with rent to be pro
                  rated accordingly if the sixtieth (60th) day should be a day
                  other than the last day of a month, and Tenant agrees to
                  vacate the Premises at its own expense by the end of said
                  sixty (60) day period. If Landlord shall elect to provide
                  Tenant with Substitution Space, then Landlord shall do so in
                  accordance with and pursuant to the terms and conditions of
                  Subsections (a) through (d) of this Section 1.6 above.]

TAXES, SPECIAL        1.7 Tenant shall pay prior to delinquency at any time
ASSESSMENTS,      during the term of the Lease that they may be imposed, levied
LICENSES, ETC.    or assessed; (a) all ad valorem real and personal property
                  taxes and special assessments against the Premises or any
                  personal property thereon resulting from any improvements or
                  alterations to the above-described use of the Premises by
                  Tenant which are in excess of the amount of such prior to the
                  beginning of the Lease term, (b) all license, franchise and
                  permit fees or taxes. Promptly after demand thereof, Tenant
                  shall furnish to Landlord satisfactory proof of payment of any
                  or all items stated herein which are payable by Tenant.


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                                   ARTICLE II

FINISH BY LANDLORD    2.1 Landlord shall complete construction of the Premises
(BUILDING         in accordance with plans approved by Tenant but only to the
STANDARDS)        extent described in "Exhibit B" attached hereto and
                  incorporated herein by reference ("Shell Space Work"). In no
                  event shall Landlord be obligated to complete or otherwise
                  provide any of the tenant finish work for the Premises also
                  described in said "Exhibit B" ("Finish Work") beyond the Shell
                  Space Work. Tenant shall have the right to choose the
                  contractor to perform all Finish Work; provided, however, that
                  Landlord shall have approved the contractor in writing, which
                  approval shall not be unreasonably withheld. The contractor
                  shall have provided a performance bond satisfactory to
                  Landlord as to amount, form and substance as shall be
                  satisfactory to Landlord and naming both Tenant and Landlord
                  as additional insureds, and containing a standard mortgagee
                  endorsement in favor of any mortgagee of Landlord, as their
                  interests may appear. All plans, drawings and specifications
                  for the Finish Work shall be approved in writing by Landlord
                  prior to the Commencement of the Finish Work; provided,
                  however, that any denial of such approval must be made in
                  writing by Landlord within fifteen (15) days following the
                  submission to Landlord of all such plans, drawings and
                  specifications or else such approval shall be deemed to have
                  been given. Tenant shall

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                  receive from Landlord an allowance for the Finish Work in the
                  total amount of $11,030.00 (calculated by multiplying 1952
                  square feet of net usable area in the Premises times $5.65 per
                  each such square foot). For the purposes of this Section 2.1,
                  the term "net usable area" shall have the same meaning as the
                  term "net rentable area" defined in Section 1.1 above, except
                  that it shall not include any bathrooms or elevator lobby
                  areas. Landlord shall make disbursements of the allowance
                  directly to Tenant's contractor at the same time and toward
                  payment of the progress payments due the contractor from
                  Tenant. The maximum amount of each such disbursement shall be
                  equal to the total amount of the Finish Work allowance
                  multiplied times a fraction, the numerator of which is the
                  amount of the progress payment then due the contractor and the
                  denominator of which is the total amount of the construction
                  contract price for the Finish Work; provided, however, that in
                  no event shall the amount of any such disbursement exceed the
                  amount of the progress payment then due.


SERVICES TO BE        2.2 Landlord shall furnish Tenant while occupying the
FURNISHED BY      Premises the following services on all days except as
LANDLORD          otherwise stated:

                      (a) Water, including cold water from mains for
                  humidification, break rooms, drinking, lavatory and toilet
                  purposes drawn through fixtures installed by Landlord, or by
                  Tenant with Landlord's written consent, and hot water for
                  lavatory and break room purposes from the regular Building
                  supply at the prevailing temperature. Tenant shall pay
                  Landlord at rates fixed by Landlord, which such rates shall be
                  reasonable, and shall not exceed the rates charged by a
                  similar class of office buildings in downtown, Little Rock,
                  Arkansas, for water furnished for any other purposes. Tenant
                  shall not waste or permit the waste of water. If Tenant fails
                  to promptly pay Landlord's proper charge for water, Landlord,
                  upon not less than ten days' notice, may discontinue
                  furnishing that service and no such discontinuance shall be
                  deemed an eviction or disturbance of Tenant's use of the
                  Premises or render Landlord liable for damages or relieve
                  Tenant from any obligation.

REDACTED TEXT

                     [(b) (1) Heating and air conditioning (cooling), when
                  necessary in Landlord's judgment for normal comfort (75oF.,
                  65oF.) in the Premises from 7:00 a.m. to 6:00 p.m., Monday
                  through Friday and on Saturdays which are not holidays from
                  8:00 a.m. to 1:00 p.m. Landlord shall furnish Tenant with
                  heating and air conditioning (cooling) when necessary for
                  normal comfort in the Premises at times other than set forth
                  in the immediately preceding sentence pursuant to the terms
                  and conditions of the Building rules and temperature otherwise
                  maintained by the air conditioning system, Landlord reserves
                  the right to install supplementary air conditioning units in
                  the Premises and the cost of installation, operation and
                  maintenance thereof shall be paid by Tenant to Landlord at
                  reasonable rates.]

                      (2) Notwithstanding anything herein to the contrary,
                  Tenant shall retain the right at its sole expense to
                  construct, install, and attach its own HVAC and generator
                  equipment (the "HVAC Unit and Generator"), in a mutually
                  agreeable location. Tenant shall be solely responsible for any
                  and all costs arising from or related to the installation,
                  operation, repair, or maintenance of the HVAC Unit and
                  Generator, and shall indemnify and hold Landlord harmless from
                  and against any and all losses, expenses, or costs, including
                  attorneys fees and lost profits arising from or related to the
                  HVAC Unit and Generator. Provided further, Tenant shall be
                  solely responsible for the removal and containment of any
                  asbestos materials resulting from its operation, installation,
                  maintenance or repair of the HVAC Unit and Generator, and
                  Tenant shall have ten (10) days from the expiration of the
                  Lease Term, to remove the HVAC Unit and Generator, and return
                  the Premises to their condition on the day the Lease was
                  executed, normal wear and tear excepted, or Tenant may choose
                  to leave the HVAC Unit and Generator in place upon termination
                  of the Lease Term, at which time the HVAC Unit and Generator
                  shall become sole and exclusive the Property of the Landlord.

                      (c) Electrical current for standard Building lighting
                  fixtures provided by Landlord and electrical outlets for
                  office equipment for ordinary purposes connected with the
                  aforesaid use of the Premises. It is understood that services
                  furnished under Section 2.2(b) and 2.2(c) are Building
                  standards, and all other electrical consumption by Tenant in
                  the Premises including consumption for lighting fixtures,
                  office equipment, air conditioning or heating beyond normal
                  Building standards or Building hours shall be paid for by
                  Tenant to Landlord at a rate fixed by Landlord which shall be
                  at least equal to the rate charged to Landlord by the utility
                  company providing the electricity.


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                      (d) Nightly housekeeping and janitor service Monday
                  through Friday in and about the Premises. Tenant shall not
                  provide any janitor services without Landlord's prior written
                  consent, and then, only subject to the supervision of Landlord
                  and at Tenant's sole expense and responsibility and by a
                  janitor contractor or employee at all times satisfactory to
                  Landlord.

                      (e) Electrical lighting services and heating and air
                  conditioning for all public areas and special service areas of
                  the Building in the manner and to the extent deemed by
                  Landlord to be standard.

                      (f) Passenger and freight elevator service in common with
                  Landlord and other tenants, from 7:00 a.m. to 6:00 p.m.,
                  Monday through Friday, and Saturday from 8:00 a.m. to 1:00
                  p.m. Such normal elevator service, passenger or freight, if
                  furnished at other times, shall be deemed optional with
                  Landlord and shall never be deemed a continuing obligation.
                  Landlord, however, shall provide adequate passenger and
                  freight elevator service daily at all times when normal
                  passenger and freight service is not furnished. Automatic
                  elevator service shall be deemed "elevator service" within the
                  meaning of this paragraph.

                      (g) Provided further, Tenant shall also retain the right
                  to construct, attach, and


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                  install its own fire suppression system ("Fire System"),
                  provided Landlord is satisfied it will not affect or
                  unreasonably interfere with the building's fire system. Tenant
                  shall be responsible for any and all costs arising from or
                  related to the operation, installation, repair, or maintenance
                  of the Fire System, and shall indemnify and hold Landlord
                  harmless from any and all loses, expenses, or costs, including
                  attorneys' fees, and lost profits, arising from or related to
                  the Fire System. Provided further, Tenant shall be solely
                  responsible for the removal and containment of any asbestos
                  materials resulting from its construction, installation,
                  maintenance, or repair of the Fire System, and Tenant shall
                  have ten (10) days from the Lease Term to remove the Fire
                  System and return the Premises to their condition on the day
                  the Lease was executed, normal wear and tear excepted, or
                  Tenant may choose to leave the Fire System in place upon
                  termination of the Lease term, at which time the HVAC Unit
                  shall become the sole and exclusive property of the Landlord.

                      Landlord does not warrant that any service will be free
                  from interruptions caused by repairs, renewals, improvements,
                  changes of service, alterations, strikes, lockouts, labor
                  controversies, civil commotion, riot, accidents, inability to
                  obtain electrical power, fuel, steam, water, supplies or labor
                  or other cause beyond the reasonable control of Landlord. No
                  such interruption of service shall be deemed an eviction or
                  disturbance of Tenant's use and possession of the Premises or
                  any part thereof, or render Landlord liable to Tenant for
                  damages, by abatement of rent or otherwise, or relieve Tenant
                  from performance of Tenant's obligations under this Lease.
                  Tenant hereby waives and releases all claims against Landlord
                  for damages for interruption or stoppage of service.

                      In the event that by agreement with Tenant, Landlord
                  furnishes extra or additional services to be paid for by
                  Tenant, a failure to pay for such services within fifteen (15)
                  days after written notice to Tenant shall authorize Landlord,
                  in Landlord's discretion and without further notice, to
                  immediately discontinue such services and terminate any
                  agreement for such services.

                      Any additional service charges paid by Tenant to Landlord
                  for extra or additional services pursuant to this Section 2.2
                  shall be subject to adjustment in the same manner as the
                  rental as provided for in Section 1.4 hereof.

QUIET POSSESSION      2.3 Tenant shall keep and perform all of its covenants
                  under this Lease on the part of Tenant to be performed, and
                  Landlord shall guarantee to Tenant the quiet, peaceful and
                  uninterrupted possession of the Premises.

                                   ARTICLE III

LAWFUL USES           3.1 Tenant will maintain the Premises in a clean and
                  healthful condition; and comply with all laws, ordinances,
                  orders, rules, and regulations (state, federal, municipal and
                  other agencies or bodies having any jurisdiction thereof) with
                  reference to use, conditions, or occupancy of the Premises.

INDEMNITY AND         3.2 Tenant is or shall become familiar with the Premises
INSURANCE;        and acknowledges that the same are received by Tenant in a
WAIVERS;          good state of repair, accepted by Tenant in the condition in
SUBROGATION;      which they are now or shall be when ready for occupancy and
INDEMNITY         that Landlord shall not be liable to Tenant or Tenant's
                  agents, employees, invitees or visitors for any injuries,
                  death or damage to persons or property due to any condition,
                  design or defect in the Building or its mechanical system or
                  elsewhere in the Premises or the Building which may now exist
                  or hereafter occur except where due to Landlord's sole
                  negligence. Tenant accepts the Premises as suitable for the
                  purposes for which the same are leased and assumes all risks
                  of injury, death or damage to persons or property for which
                  Tenant may become legally liable, and agrees that no
                  representations, except such as are contained herein or
                  endorsed hereon have been made to Tenant respecting the
                  condition of the Premises. Provided, that if the Premises is
                  being constructed or remodeled for Tenant and the date of this
                  lease is prior to the completion of such construction or
                  remodeling, the provisions of this Section 3.2 shall not apply
                  until Tenant has signed a letter of acceptance of the
                  condition of the Premises.


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                      (a) Insurance. Tenant shall at its expense procure and
                      maintain throughout the Term the following insurance
                      policies: (1) commercial general liability insurance in
                      amounts of not less than a combined single limit of
                      $1,000,000 (the "Liability Insurance Amount"), insuring
                      Tenant, Landlord, and Landlord's agents against all
                      liability for injury to or death of a person or persons or
                      damage to property arising from the use and occupancy of
                      the Premises, (2) contractual liability insurance coverage
                      sufficient to cover Tenant's indemnity obligations
                      hereunder, (3) (including property of others) in the
                      Premises, and (4) workman's compensation insurance
                      containing a waiver of subrogation endorsement reasonably
                      acceptable to Landlord. Tenant shall furnish certificates
                      of such insurance and such other evidence satisfactory to
                      Landlord of the maintenance of all insurance coverages
                      required hereunder, and Tenant shall obtain a written
                      obligation on the part of each insurance company to notify
                      Landlord at least 30 days before cancellation or (if
                      available) a material change of any such insurance. All
                      such insurance policies shall be in form, and issued by
                      companies, reasonably satisfactory to Landlord.

                      (b) Waiver of Negligence Claims, No Subrogation. Landlord
                      and Tenant each waive any claim it might have against the
                      other for any damage to or theft, destruction, loss, or
                      loss of


<PAGE>
                      use of any property, but only to the extent the same is
                      insured against by such party under any insurance policy
                      that covers the Building, the Premises, Landlord's or
                      Tenant's fixtures, personal property, leasehold
                      improvement, or business or is required to be insured
                      against by it under the terms hereof, regardless of
                      whether the negligence or fault of the other party caused
                      such loss; however, Landlord's waiver shall not include
                      any commercially reasonable deductible amounts on
                      insurance policies carried by Landlord. Each party shall
                      cause its insurance carrier to endorse all applicable
                      policies waiving the carrier's rights of recovery under
                      subrogation or otherwise against the other party.

                          (c) Indemnifications. Subject to the provisions
                      herein, Tenant shall defend, indemnify, and hold harmless
                      Landlord and Landlord's agents and their respective
                      shareholders, directors, officers, employees, and partners
                      from and against all claims, demands, liabilities, causes
                      of action, suits, judgements, and expenses (including
                      attomeys' fees) for any bodily injury and property damage
                      claims arising from the negligence or willful misconduct
                      of Tenant or its employees, agents, contractors or
                      invitees. Subject to the provisions herein, Landlord shall
                      defend, indemnify, and hold harmless Tenant and Tenant's
                      agents and their respective shareholders, directors,
                      officers, employees, and partners from and against all
                      claims, demands, liabilities, causes of action, suits,
                      judgements, and expenses (including attorneys' fees) for
                      any bodily injury and property damage claims arising from
                      the negligence or willful misconduct of Landlord, its
                      subtenants, its assignees, or any of their respective
                      employees, contractors, agents or invitees. These
                      indemnification provisions shall survive termination or
                      expiration of this Lease.

                      (d) Landlord's Insurance. Landlord shall maintain fire
                      and extended insurance or similar coverage for the full
                      replacement cost of the Building (endorsed to provide at
                      least six month's rent-loss insurance) and public
                      liability insurance in such amounts and with such
                      deductible amounts as would be maintained by a prudent
                      landlord of a Class A office building in the Central
                      Business District, Additionally, Landlord may obtain and
                      carry any other form or forms of insurance as it may
                      reasonably desire or as any Landlord's Mortgagee may
                      require.

                          The liability of Landlord to Tenant for any default by
                      Landlord under the terms of this Lease shall be limited to
                      the proceeds of sale on execution of the interest of
                      Landlord in the Building in which the Premises are
                      located, and Landlord shall not be personally liable for
                      any deficiency. This clause shall not be deemed to limit
                      or deny any remedies which Tenant may have in the event of
                      default by Landlord hereunder which do not involve the
                      personal liability of Landlord.


WASTE                 3.3 Tenant shall not commit or permit any waste to be
                  committed whatsoever

NUISANCES             3.4 Tenant shall not create or allow any nuisance to exist
                  in the Premises, and it shall abate promptly and free of
                  expense to Landlord any nuisance that may arise. Landlord's
                  determination of what constitutes a nuisance shall be binding
                  on Tenant.

INVALIDATION OF       3.5 Tenant shall not suffer anything to be or remain upon
INSURANCE         or about the Premises which will invalidate any policy of
                  insurance which Landlord may now or hereafter have upon the
                  Building.

INCREASED             3.6 Tenant shall not suffer anything to be or remain upon
PREMIUMS          or about the Premises nor carry on nor permit upon the
                  Premises any trade or occupation or suffer to be done anything
                  which may render an increased or extra premium payable for any
                  insurance of the Premises or the Building against fire,
                  casualty, liability or any other insurable causes, unless
                  consented to in writing by Landlord. Regardless of whether
                  Landlord has so consented or not, Tenant shall pay any such
                  increased or extra premium within ten days after Tenant shall
                  have been advised by Landlord of the amount thereof.


<PAGE>

ALTERATIONS          3.7 Except as otherwise permitted herein or in the
                  Building rules and regulations, Tenant shall not have the
                  right to make changes, alterations, or additions to the
                  Premises (including without limitation, floor coverings and
                  fixtures) until Tenant has first obtained Landlord's approval
                  in writing, which approval shall not be unreasonably withheld.
                  Such changes, alterations, or additions, when made to the
                  Premises by Tenant, shall at once become the property of
                  Landlord and shall be surrendered to Landlord upon the
                  termination for any reason of this Lease; but this clause
                  shall not apply to movable equipment (including generator,
                  racks, cabinets) or furniture of Tenant or such changes,
                  alterations or additions to the Premises as may be removed
                  from the Premises without causing damages thereto other than
                  the diminution in value to the Premises resulting from such
                  removal. In the event Tenant elects to remove any such item,
                  it shall do so at its sole expense. Title to any item so
                  removed shall immediately vest in Tenant without any action on
                  the part of Landlord being required.

                      In the event Tenant removes its auxillary HVAC system,
                  Generator and/or Fire Suppression systems, the Tenant shall
                  restore the Building HVAC, Generator space and Fire
                  Suppression systems in the Premises to their original
                  condition before installation.

USE OF BUILDING       3.8 Tenant shall not, except to designate Tenant's
NAME              business address (and then only in a conventional manner and
                  without emphasis or display) use the name or any simulation or
                  abbreviation of such name for any purpose whatsoever. Landlord
                  shall have the right to change the name of the Building at any
                  time after six (6) months' notice to all Tenants. Tenant will
                  discontinue using any such name and any simulation or
                  abbreviation thereof for the purpose of designating Tenant's
                  business address before the date Landlord shall specify in its
                  notice to Tenant after which the Building shall no longer be
                  known by such name.

SIGNS                 3.9 Tenant shall not paint, display, inscribe, maintain or
                  affix any sign, picture, advertisement, notice, lettering or
                  direction on any area outside the Premises except on hallway
                  doors of the Premises, and then only such name or names or
                  matter and in such color, size, style, character

<PAGE>
                  and materials as may first be approved by Landlord in writing,
                  which approval shall not be unreasonably withheld. Landlord
                  shall have the right to remove, at Tenant's expense, all
                  matter other than that above provided for without notice to
                  Tenant.


DEFACING PREMISES     3.10 (a) Tenant shall not place anything or allow anything
AND OVERLOADING   to be placed near the glass of any door, partition, wall or
                  window which may be unsightly from outside the Premises, and
                  Tenant shall not place or permit to be placed any article of
                  any kind on any window ledge or on the exterior walls. Blinds,
                  shades, awnings or other forms of inside or outside window
                  coverings, or window ventilators or similar devices, shall not
                  be placed in or about the outside windows in the Premises
                  except to the extent that the character, shape, color,
                  material and make thereof is approved by Landlord, and Tenant
                  shall not do any painting or decorating in the Premises or
                  make, paint, cut or drill into, or in any way deface any part
                  of the Premises or the Building without the written consent of
                  Landlord. Tenant shall not overload any floor or part thereof
                  in the Premises, or any facility in the Building or any public
                  corridors or elevators therein while bringing in or removing
                  any large or heavy articles, and Landlord may direct and
                  control the location of safes and all other heavy articles.
                  Furniture and other large or heavy articles may not be brought
                  into the Building, removed therefrom or moved from place to
                  place within any portion of the Premises or other portion of
                  the Building or its equipment that would exceed the standard
                  load limits as set forth in the rules of the Building.

                      (b) Notwithstanding the above, Tenant shall, with
                  Landlord's approval and supervision, be allowed at its sole
                  expense to safely increase the floor load of the Premises to
                  accommodate its batteries and equipment.

REPAIRS               3.11 Tenant shall, at its costs and expense, repair and
                  replace any damage or injury done to the Premises, or the
                  Building, or any part thereof, caused by Tenant or its agents,
                  employees, invitees, or visitors; and should Tenant fail to
                  make such repairs or replacements within 15 days of
                  occurrence of such damage or injury, Landlord may, at its
                  option, make such repairs and replacements and Tenant shall
                  pay the cost thereof to Landlord upon demand.


REDACTED TEXT

ASSIGNMENT OR         3.12 Solely in the event of a merger or sale, Tenant will
SUBLETTING        be allowed to [shall not] assign or sublet the Premises, this
                  Lease or any part thereof with prior written notice to
                  Landlord provided however, no such assignment or sublease
                  shall be effective, unless and until said assignee or
                  subleasee executes a complete and unconditional assumption of
                  any and all obligations of the Tenant, herein. [without the
                  prior written consent of Landlord, which consent may be
                  withheld by Landlord for any reason whatever, whether
                  reasonable or not.]

                  Except as set forth herein, Landlord shall have the right to
                  approve any assignment or sublease, subject to consent, which
                  shall not be unreasonably withheld. Notwithstanding any
                  assignment or subletting, Tenant and any guarantor of Tenant's
                  obligations under this Lease shall at all times remain fully
                  responsible and liable for the payment of the rent herein
                  specified and for compliance with all of Tenant's other
                  obligations under this Lease.


<PAGE>

ATTORNEY FEES         3.13 Tenant shall pay all costs of collection, including
                  reasonable attorney fees, if all or any part of the rent
                  reserved herein is collected after maturity with the aid of
                  any attorney; and Tenant shall also pay reasonable attorney
                  fees in the event it becomes necessary for Landlord to employ
                  an attorney to force Tenant to comply with any of the
                  covenants, obligations or conditions imposed by this Lease.

RULES OF BUILDING     3.14 Tenant and Tenants agents, employees and invitees
                  will comply fully with all requirements of Rules of the
                  Building which are attached hereto and, which are a part of
                  this Lease as though fully set out herein. Landlord shall at
                  all times have the right to change such rules and regulations
                  or to amend them in such reasonable manner, not inconsistent
                  with the terms of this Lease, as may be deemed advisable for
                  safety, care and cleanliness of the Premises and for
                  preservation of good order therein. Provided, however,
                  Landlord shall notify Tenant of any change in such rules at
                  least ninety (90) days before such rules are to go into
                  effect. All rule and regulation changes and amendments will be
                  forwarded to Tenant in writing and shall be carried out and
                  observed by Tenant after the effective date.

ENTRY FOR REPAIRS     3.15 Landlord, its officers, agents, partners and
INSPECTING, ETC.  representatives, and any mortgagee, secured party or other
                  creditor to whom or for whose benefit a lien against the
                  interest of Landlord in the Building has been granted as
                  security for the payment of any indebtedness of Landlord,
                  shall each have the right to enter into and upon the Premises
                  at all reasonable times, or in the case of emergency at any
                  time, to inspect the same or make such repairs or alterations
                  as they may deem necessary or desirable. However, such entry
                  may only be made for a purpose reasonably related to the
                  preservation of such party's security. Tenant shall also
                  permit Landlord at all reasonable times or, in case of
                  emergency, at any time to inspect, erect, use and maintain
                  pipes, ducts, conduits and similar devices in, above and
                  through the Premises, and to make any necessary repairs or
                  alterations. Landlord shall be allowed to take all material
                  into and upon the Premises that may be required therefor
                  without the same constituting an eviction of Tenant in whole
                  or in part and the rent reserved shall in no wise abate while
                  said repairs and maintenance are being made, by reason or loss
                  or interruption of the business of Tenant, or otherwise.
                  Anything to the contrary contained in this Section 3.15
                  notwithstanding, except in the case of any emergency, any such
                  repairs or alterations which are made by Landlord, unless and


<PAGE>
                  except they are made at the request of Tenant, shall not be
                  made at times when they would interrupt the normal business
                  operations of Tenant, except with prior written approval of
                  Tenant.

SURRENDER OF         3.16 Upon any termination of this Lease, by expiration,
PREMISES          lapse of time or otherwise:

                      (a) Tenant shall immediately vacate and surrender the
                      Premises to Landlord in good order, condition and repair,
                      reasonable wear and tear or casualty damage to be repaired
                      by Landlord pursuant to Section 4.9 excepted.

                      (b) Tenant shall surrender all door keys for the Premises
                      to Landlord.

                      (c) Tenant grants to Landlord full authority and right to
                      enter upon the Premises and take possession thereof.

REDACTED TEXT

                      (d) All installations, decorations, floor covering,
                      fixtures, additions, partitions, hardware, light fixtures,
                      non-trade fixtures and improvements, temporary or
                      permanent, except movable furniture and equipment
                      belonging to Tenant, in or upon the Premises, whether
                      placed there by Tenant or Landlord, shall be Landlord's
                      property and shall remain upon the Premises, all without
                      compensation, allowance or credit to Tenant; provided,
                      however, all such installations, decorations, etc. placed
                      there by Tenant may be removed by Tenant at its sole
                      expense if such removal can be accomplished without
                      causing damage to the Premises other than the diminution
                      in value to the Premises attributable to the
                      installations, decoration, etc. that are removed. Except
                      as to Paragraphs 2.2(b)(2), 2.2(g) and 3.7 of the Lease,
                      title to any items [so] removed shall immediately vest in
                      Tenant without any action on the part of Landlord being
                      required.

LIENS                 3.17 Tenant shall keep the Premises free from all liens
                  which might arise from a third party's transaction with
                  Tenant, including but not limited to the provision of services
                  and the sale of goods and materials. If such lien does arise,
                  then Tenant shall cause such lien to be removed, extinguished
                  or satisfied within a reasonable time at the expense of
                  Tenant.

REAL ESTATE           3.18 Tenant represents that Tenant has dealt directly with
BROKER            (and only with) FLAKE & KELLEY MANAGEMENT, INC. d/b/a FLAKE &
                  KELLEY MANAGEMENT, Little Rock, Arkansas, as broker in
                  connection with this Lease, and that insofar as Tenant knows,
                  no other broker negotiated or participated in the negotiations
                  of this Lease or submitted or showed the Premises or is
                  entitled to any commission in connection with this Lease.

                                   ARTICLE IV

RIGHTS RESERVED       4.1 Landlord shall have the following rights exercisable
TO LANDLORD       without notice or demand and without liability to Tenant for
                  damage or injury to property, persons or business (all claims
                  for damage thereof being hereby released by Tenant), and
                  without effecting an eviction or disturbance of Tenant's use
                  or possession of the Premises or giving rise to any claim for
                  setoffs or abatement of rent.


<PAGE>

                      (a) To name the Building and change the name or street
                      address of the Building as set out in Section 3.8 above.

                      (b) To install and maintain signs on the exterior and
                      interior of the Building.

                      (c) To retain at all times, and to use in appropriate
                      instances, keys to all doors within and into the Premises,
                      and Tenant shall not replace any locks without the prior
                      written consent of Landlord.

                      (d) To decorate, remodel, repair, alter or otherwise
                      prepare the Premises for re-occupancy during the last six
                      months of the term hereof, provided that Tenant shall
                      have then vacated the Premises, or at any time after
                      Tenant abandons the Premises.

                      (e) To enter the Premises at reasonable hours to make
                      inspections, or to exhibit the Premises to prospective
                      tenants, purchasers or others, or for other reasonable
                      purposes.

                      (f) To have access to all mail chutes according to the
                      rules of the United States Post Office.

                      (g) To take all such reasonable measures as Landlord may
                      deem advisable for the security of the Building and its
                      occupants, including without limitation, the search of all
                      persons entering or leaving the Building, the evacuation
                      of the Building for cause, suspected cause, or for drill
                      purposes, the temporary denial of access to the Building,
                      and the closing of the Building after normal business
                      hours and on Saturdays, Sundays and holidays, subject,
                      however, to Tenant's right to admittance when the Building
                      is closed after normal business

<PAGE>

                      hours under such reasonable regulations as Landlord may
                      prescribe from time to time which may include by way of
                      example but not of limitation, that persons entering or
                      leaving the Building, whether or not during normal
                      business hours, identify themselves to a security officer
                      by registration or otherwise and that such persons
                      establish their right to enter or leave the Building.

                      (h) To approve the weight, size and location of safes,
                      computers and other heavy articles in and about the
                      Premises and the Building and to require all such items
                      and other office furniture and equipment to be moved in
                      and out of the Building and the Premises only at such
                      times and in such manner as Landlord shall direct and in
                      all events at Tenant's sole risk and responsibility.

                      (i) To decorate and to make at any time or times, at its
                      own expense, repairs, alterations, additions and
                      improvements, structural or otherwise, in and to the
                      Premises, the Building or part thereof as Landlord may
                      deem necessary or desirable and to perform any acts
                      related to the safety, protection or preservation thereof,
                      and during such operations to take into and through the
                      Premises or any part of the Building all material and
                      equipment required; and to close or temporarily suspend
                      operation of entrances, doors, corridors, elevators or
                      other facilities, provided that Landlord shall cause only
                      such inconvenience or annoyance to Tenant as is reasonably
                      necessary in the circumstances.

                      (j) To do or permit to be done any work in or about the
                      Premises or the Building or any adjacent or nearby
                      building, land, street or alley.

                      (k) To grant to anyone the exclusive right to conduct any
                      business or render any service in the Building.

                      (l) To close the Building at 6:00 p.m. or such other
                      reasonable time as Landlord may determine, subject,
                      however, to Tenant's right to admittance under such
                      regulations as shall be prescribed from time to time by
                      Landlord and set out in the Rules of the Building.

                      (m) To designate and approve, prior to installation, all
                      types of window shades, blinds, drapes, awnings, window
                      ventilators and other similar equipment, and to approve
                      all internal lighting that may be visible from the
                      exterior of the Building.

                      (n) To have and retain a paramount title to the Premises
                      free and clear of any act of Tenant.

                      (o) To sell, assign or transfer all of Landlord's interest
                      in the Lease.

                      (p) To prohibit the placing of vending or dispensing
                      machines of any kind in or about the Premises without the
                      prior written permission of Landlord, and to regulate the
                      use thereof.


<PAGE>

DEFAULT                  4.2 The following event shall be deemed to be events of
                      default by Tenant under the Lease:

                      (a) Tenant shall fail to pay any installment of rent
                      hereby reserved and such failure shall continue for a
                      period of ten days after written notice of default.

                      (b) Tenant shall fail to comply with any term, provision
                      or covenant of this Lease, other than the payment of rent,
                      and shall not cure such failure within fifteen days after
                      written notice thereof to Tenant,

                      (c) Tenant or any guarantor of Tenant's obligations shall
                      make an assignment for the benefit of creditors.

                      (d) Tenant or any guarantor of Tenant's obligations shall
                      file a petition under any section or chapter of the
                      National Bankruptcy Act, as amended, or under any similar
                      law or statute of the United States or any state (hereof,
                      or Tenant or any guarantor of Tenant's obligations shall
                      be adjudged bankrupt or insolvent in proceedings filed
                      against Tenant or any guarantor of Tenant's obligations
                      thereunder and such adjudication shall not be vacated or
                      set aside or stayed within the time permitted by law.

                      (e) A receiver or trustee shall be appointed for all or
                      substantially all of the assets of Tenant or any guarantor
                      of Tenant's obligations and such receivership shall not be
                      terminated or stayed within the time permitted by law.

                      (f) Tenant shall desert, vacate or abandon any substantial
                      portion of the Premises.

                  Upon the occurrence of any of such events of default, Landlord
                  shall have the option to pursue any one or more of the
                  following remedies without any notice or demand whatsoever:

                  (1) Terminate this Lease, in which event Tenant shall
                  immediately surrender the Premises to Landlord and if Tenant
                  fails to do so, Landlord may, without prejudice to any other
                  remedy which it may have, enter upon and take possession of
                  the Premises and expel or remove Tenant and any other person
                  who may be occupying the Premises or any part thereof, by
                  force if necessary, without being liable for prosecution or
                  any loss and damage which Tenant may suffer by reason of such
                  termination, whether through failure to relet the Premises on
                  satisfactory terms or otherwise.


<PAGE>

                  (2) Without terminating this lease, enter upon and take
                  possession of the Premises and expel or remove Tenant and any
                  other person who may be occupying the Premises or any part
                  thereof, make such alterations and repairs as may be necessary
                  in order to relet the Premises, and relet the Premises or any
                  part thereof for such term and at such rental and upon such
                  other terms and conditions as Landlord in its sole discretion
                  may deem advisable. Upon each such reletting, the rentals
                  received by Landlord shall be applied: first, to the payment
                  of any indebtedness other than rent hereunder due from Tenant
                  to Landlord; second, to the payment of any costs and expenses
                  of such reletting including brokerage fees and attorney's fees
                  and costs of such alterations and repairs; third, to the
                  payment of any rent due and unpaid hereunder, and the residue,
                  if any, shall be held by Landlord and applied in payment of
                  future rent as the same may become due and payable hereunder.
                  If such rentals received from such reletting during any month
                  shall be less than the rent to be paid during that month by
                  Tenant hereunder, Tenant shall pay any such deficiency to
                  Landlord upon demand. No such re-entry or taking of possession
                  by Landlord shall be construed as an election on its part to
                  terminate this Lease unless a written notice of such intention
                  shall be given to Tenant; and any attempt by Landlord to
                  mitigate its claim for damages against Tenant by reletting the
                  Premises shall not be construed as a waiver of its right to
                  damages under this section.

                  (3) To enter upon the Premises, by force if necessary, without
                  being liable for prosecution or any claim for damages
                  therefor, and do whatever Tenant is obligated to do under the
                  terms of this lease; and Tenant agrees to reimburse Landlord
                  on demand for any expenses Landlord may incur in this
                  effecting compliance with Tenant's obligations under this
                  Lease, and Tenant further agrees that Landlord shall not be
                  liable for any damages resulting to Tenant from such action,
                  whether caused by the negligence of Landlord or otherwise.

                  (4) Upon any event of default by Tenant all unpaid rent
                  payments due under the terms of the lease shall be due and
                  payable immediately upon demand by Landlord. Pursuit of any of
                  the foregoing remedies shall not preclude pursuit of any other
                  remedies herein provided, or any other remedies provided by
                  law, nor shall pursuit of any remedy herein provided
                  constitute a forfeiture or waiver of any rent due to Landlord
                  hereunder or of any damages accruing to Landlord by reason of
                  the violation of any of the terms, provisions and covenants
                  herein contained. No waiver by Landlord of any violation or
                  breach of any of the terms, provisions and covenants contained
                  in this Lease shall be deemed or construed to constitute a
                  waiver of any other or succeeding violation or breach of any
                  of the terms, provisions, and covenants herein contained.
                  Forbearance by Landlord to enforce one or more of the remedies
                  herein provided upon an event of default shall not be deemed
                  or construed to constitute a waiver of such default.

                  Tenant agrees upon any default hereunder on the part of
                  Landlord that Tenant shall give written notice of such default
                  by certified mail to each holder of any mortgage, deed of
                  trust, security agreement, assignment of this Lease or other
                  similar instrument, at such address as is provided under
                  Section 4.11 of this Lease, and each such holder shall have
                  thirty (30) days after receipt of said notice to cure the
                  default before Tenant shall have any right to terminate this
                  Lease because of the default.


<PAGE>

ESTOPPEL              4.3 From time to time, upon not less than ten (10) days
CERTIFICATE BY    prior request by Landlord, Tenant shall execute and deliver to
TENANT            Landlord and to any other person designated by Landlord a
                  written estoppel certificate stating, among any other thing
                  reasonably requested by Landlord, that: (a) the Lease has
                  commenced and Tenant is paying rent on a current basis in
                  accordance with the terms of the Lease, subject to no offsets
                  or claims and that all Shell Space Work and other obligations
                  of Landlord which are conditions precedent to Tenant's
                  occupying the Premises have been fulfilled, (b) Landlord is
                  not in default under the Lease and no condition exists which
                  with the passage of time will become a default, and (c) no
                  modification or amendment will be made in the Lease without
                  the prior written consent of any mortgagee, secured party or
                  other creditor to whom or for whose benefit as lien against
                  the interest of Landlord in the Building has been granted as
                  security for the payment of any indebtedness of Landlord.





SUBORDINATION OF      4.4 This Lease and all rights of Tenant hereunder are
LEASE, ATTORNMENT subject and subordinate to any deeds of trust, mortgages,
NON-DISTURBANCE   security agreements, lease assignments or other instruments of
                  security, as well as to any ground leases or primary leases,
                  that now or hereafter cover all or any part of the Building,
                  the land situated beneath the Building or any interest of
                  Landlord therein, and to any and all advances made on the
                  security thereof, and to any and all increase, renewals,
                  modifications, consolidations, replacements and extensions of
                  any of the foregoing. This provision is hereby declared by
                  Landlord and Tenant to be self operative and no further
                  instrument shall be required to effect such subordination of
                  this Lease. Tenant shall, however, upon demand at any time or
                  times execute, acknowledge and deliver to Landlord any and all
                  instruments and certificates that in the judgment of Landlord
                  may be necessary or proper to confirm or evidence such
                  subordination. Notwithstanding the generality of the foregoing
                  provisions of this Section 4.4. Tenant agrees that any such
                  mortgagee, secured party or assignee shall have the right at
                  any time to subordinate any such deeds of trust, mortgages,
                  security agreements, lease assignments or other instruments of
                  security to this Lease on such terms and subject to such
                  conditions as they may deem appropriate in their discretion.
                  Provided, however, so long as Tenant is not in default in the
                  payment of rent or in the performance of any of the terms of
                  the Lease, Tenant's possession of the Premises and Tenant's
                  rights and privileges under the Lease or any renewal thereof
                  shall not be diminished or interfered with by any aforesaid
                  mortgagee, secured party or assignee. Landlord shall include
                  such a non-disturbance clause in any instrument creating a
                  lien on the Building, provided that the form thereof shall be
                  satisfactory to the holder of such lien. Tenant hereby
                  irrevocably appoints Landlord as attorney in fact for Tenant
                  with full power and authority to execute and deliver in the
                  name of Tenant any such instruments. Tenant agrees to pay all
                  rent due hereunder directly to any aforesaid mortgagee,
                  secured party or assignee, or as Tenant may be directed by the


<PAGE>

                  same, upon the receipt of notice from the same that Landlord
                  is in default under their particular security instrument.
                  Tenant agrees in the event it is requested by such mortgagee,
                  secured party or assignee, or any proceedings are brought for
                  the foreclosure or enforcement of any such security
                  instrument, to attorn to the holder of the same and to
                  recognize them as Landlord under this Lease. Tenant agrees to
                  execute and deliver at any time and from time to time upon the
                  request of Landlord any instrument which may be necessary or
                  appropriate in any such event to evidence such attornment.
                  Tenant hereby irrevocably appoints Landlord and the holder of
                  such security instrument, or any of them, the attorney in fact
                  for Tenant with full power and authority to execute and
                  deliver in the name of Tenant any such instrument. Tenant
                  further waives the provisions of any statute or law now or
                  hereafter in effect which may give or support to give Tenant
                  any right to terminate or otherwise adversely affect this
                  Lease in the event any such foreclosure proceeding is brought.
                  Tenant and Landlord further agree that any agreement by
                  either of them to pay any leasing commissions in regard to the
                  Lease shall not be enforceable against any party other than
                  the party entering into such agreement, and such agreement
                  shall at all times be subordinate and inferior to the lien of
                  any aforesaid security instrument.

RENEWAL OR            4.5 No renewal or amendment of this Lease shall be binding
AMENDMENT         on either party unless it is in writing and signed by Landlord
                  and tenant.

HOLDING OVER          4.6 Should Tenant or any of its successors in interest
                  hold over the Premises or any part thereof after the
                  expiration of the term of this Lease or any extension thereof
                  such holding over shall constitute and be construed as a
                  tenancy from month to month only. Tenant will pay as
                  liquidated damages on the first day of each month during the
                  holdover period an amount equal to one hundred twenty-five
                  percent (125%) of the rent paid or due to be paid during the
                  last month of the term of this Lease. No receipt of money by
                  Landlord from Tenant after termination of this Lease shall
                  reinstate or extend this Lease or affect any prior notice
                  given by Landlord to Tenant. Any extension of this Lease shall
                  be in writing signed by Landlord and Tenant.

WAIVER OF             4.7 As part of the consideration for this Lease, Tenant
LIABILITY         hereby releases Landlord from all liability for damage to any
                  property of Tenant located in or upon the Building which
                  results from the negligence of Landlord to the extent any such
                  loss or damage is covered by insurance maintained by Tenant.
                  Also, as part of the consideration for this Lease, Landlord
                  hereby releases Tenant from all liability for damage to any
                  property of Landlord located in or upon the Building which
                  results from the negligence of Tenant to the extent any such
                  loss or damage is covered by insurance maintained by Landlord.
                  Tenant and Landlord further covenant that any insurance
                  maintained by either party shall contain an appropriate
                  provision whereby the insurance company or companies consent
                  to the foregoing mutual release of liability and so waive
                  insurance subrogation rights to the extent of the agreement
                  contained in this Section 4,7; provided that Landlord's
                  release shall only be operative upon proof of insurance
                  coverage and approval of said insurance by Landlord and its
                  insurer.


<PAGE>

COVENANTS TO RUN      4.8 All covenants, conditions, agreements, and
TO HEIRS, ETC.    undertakings in this Lease shall extend and inure to the
                  benefit of Landlord and its successors and assigns, and to the
                  heirs, executors, administrators, successors and assigns of
                  Tenant the same as if they were in every case named and
                  expressed; and except as herein otherwise provided, all said
                  covenants, conditions and agreements shall be binding upon the
                  successors and assigns, heirs, executors, and administrators
                  of the respective parties.

DAMAGE BY FIRE OR     4.9 If any part of the Premises or a material portion of
OTHER CASUALTY    the building which affects Tenant's occupancy is rendered
                  untenantable by fire or other casualty, Landlord may elect (a)
                  to terminate this Lease as of the date of the fire or casualty
                  by notice to Tenant within sixty (60) days after the date, or
                  (b) to repair, restore or rehabilitate the Building or the
                  Premises at Landlord's expense, in which event this Lease
                  shall not terminate but rent shall be pro-rated for that
                  portion of the Premises that are untenantable and abated on a
                  per diem basis for that portion of the Premises that is
                  untenantable. If such damage is due to an act or omission of
                  Tenant, then Landlord shall have such rights as are set forth
                  herein at Tenant's cost and expense. If Landlord elects so to
                  repair, restore, or rehabilitate the Building or the Premises,
                  said work shall be undertaken and prosecuted with all due
                  diligence and speed. In the event of termination of the lease
                  pursuant to this Section 4.9, rent shall be apportioned on a
                  per diem basis and paid to the date of the fire or casualty.
                  Further, Landlord shall carry all risk property damage
                  insurance with flood and earthquake endorsements for the full
                  replacement value of the Building with Tenant as an additional
                  insured as its interest may appear.

CONDEMNATION          4.10 If the land or the building, or any part thereof, or
                  any interest therein, be taken by virtue of eminent domain or
                  for any public or quasi-public use or purpose, Landlord shall
                  have the right to terminate this Lease at the date of such
                  taking or within six months thereafter by giving Tenant thirty
                  (30) days' prior notice of the date of such termination. Any
                  interest which Tenant may have or claim to have in any award
                  resulting from any condemnation proceedings shall be limited
                  solely to the unamortized value of any permanent improvements
                  to the structure of the Building paid for directly by Tenant
                  and any claim for furniture or equipment of any nature
                  whatsoever shall be excluded. All other condemnation awards,
                  including but not limited to any award made on the basis of
                  the leasehold estate created by this Lease, shall be the sole
                  and separate property of Landlord.

NOTICES               4.11. Any notice required or desired to be given in
                  connection with this Lease shall be in writing sent by
                  certified mail, postage prepaid. Such notices shall be sent to
                  the persons at the addresses reflected below or any other
                  persons or addresses designated in writing by any such person
                  entitled to receive notice pursuant to the terms of this
                  Lease:




<PAGE>

                  LANDLORD:         UNION NATIONAL PLAZA 1, INC.
                                    124 West Capitol Avenue # 1605
                                    Little Rock, AR 72201
                                    Phone: 501-801-0208
                                    Fax:   501-801-0210

                  TENANT:           R. E. Stafford, Inc., dba COLO Solutions
                                    P.O. Box 411570
                                    Melbourne, FL 32940
                                    Phone: 321-254-3935
                                    Fax:   321-242-1876
                                    ron@colosolutions.com

                      It shall be the obligation of all persons entitled to
                  receive any notice pursuant to this Lease to provide proper
                  names and addresses to the person required to give such
                  notice. All persons required to give such notices shall be
                  deemed to have satisfied their duties to give notice by giving
                  notice to the name at the address so provided. If no name and
                  address is given by a mortgagee, secured party or other
                  creditor then Tenant and Landlord have no duty to give notice
                  to that particular mortgagee, secured party or other creditor
                  failing to give the proper name and address until such is
                  provided.

EXHIBITS AND          4.12 Submission of the Lease for examination does not
EFFECTIVE DATE    constitute a reservation of or option for leasing the
                  Premises. The Lease becomes effective only upon execution and
                  delivery by both Landlord and Tenant and approval by
                  Landlord's mortgagee where such approval is required. All
                  exhibits and riders attached to this Lease and initiated by
                  Landlord and Tenant are incorporated into and made a part of
                  this Lease.





TIME                  4.13 Time is of the essence in this Lease.

CAPTIONS              4.14 The captions used in this Lease are for convenience
                  only and do not in any way limit or amplify the terms and
                  provisions hereof.

OTHER AGREEMENTS      4.15 This Lease contains the entire agreement of the
                  parties hereto with respect to the matters contained herein
                  and no other representations, promises or agreements, oral or
                  otherwise, have been made between the parties.



<PAGE>

OTHER PROVISIONS      4.16 Rent Schedule:


<TABLE>
<CAPTION>
                  Premises Lease:
                  --------------------------------------------------------------------------------------------------
                                                                                        Annual 4%
                     Suite 106                                                         Escalation         Rentable
                  Rentable Sq. Ft.         Dates                    Gross Rent           Monthly            Rate
                  ----------------         -----                    ----------           -------          --------
                  --------------------------------------------------------------------------------------------------
<S>                   <C>              <C>                          <C>                 <C>                <C>
                      2206             3/1/01 - 4/30/02             $30,884.00          $2,573.67          $14.00
                  --------------------------------------------------------------------------------------------------
                      2206             3/l/02 - 4/30/03             $32,119.36          $2,676.61          $14.56
                  --------------------------------------------------------------------------------------------------
                      2206             3/l/03 - 4/30/04             $33,404.13          $2,783.68          $15.14
                  --------------------------------------------------------------------------------------------------
                      2206             3/1/04 - 4/30/05             $34,740.30          $2,895.02          $15.75
                  --------------------------------------------------------------------------------------------------
                      2206             3/l/05 - 4/30/06             $36,129.91          $3,010.83          $16.38
                  --------------------------------------------------------------------------------------------------


                  Basement Generator Space:
                  --------------------------------------------------------------------------------------------------
                                                                                        Annual 4%
                     Basement                                                          Escalation         Rentable
                  Rentable Sq. Ft.         Dates                    Gross Rent           Monthly            Rate
                  ----------------         -----                    ----------           -------          --------
                  --------------------------------------------------------------------------------------------------
                      307              3/1/01 - 4/30/02             $ 4,298.00          $  358.17          $14.00
                  --------------------------------------------------------------------------------------------------
                      307              3/1/02 - 4/30/03             $ 4,469.92          $  372.49          $14.56
                  --------------------------------------------------------------------------------------------------
                      307              3/1/03 - 4/30/04             $ 4,648.72          $  387.39          $15.14
                  --------------------------------------------------------------------------------------------------
                      307              3/l/04 - 4/30/05             $ 4,834.67          $  402.89          $15.75
                  --------------------------------------------------------------------------------------------------
                      307              3/l/05 - 4/30/06             $ 5,028.05          $  419.00          $16.38
                  --------------------------------------------------------------------------------------------------


                  License Agreement
                  --------------------------------------------------------------------------------------------------

                                                                      Annual                              Rentable
                                           Dates                    Gross Rent           Monthly            Rate
                                           -----                    ----------           -------          --------
                  --------------------------------------------------------------------------------------------------
                                       3/1/01 - 4/30/02             $   120.00          $   10.00            n/a
                  --------------------------------------------------------------------------------------------------
                                       3/1/02 - 4/30/03             $   120.00          $   10.00            n/a
                  --------------------------------------------------------------------------------------------------
                                       3/1/03 - 4/30/04             $   120.00          $   10.00            n/a
                  --------------------------------------------------------------------------------------------------
                                       3/l/04 - 4/30/05             $   120.00          $   10.00            n/a
                  --------------------------------------------------------------------------------------------------
                                       3/l/05 - 4/30/06             $   120.00          $   10.00            n/a
                  --------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

NOTICE TO RENEW      4.17 Tenant shall have the option to renew this lease for
                  three (3) additional five-year periods at the Market Rate.
                  Tenant shall give Landlord 180 day's written notice of its
                  intent to exercise its option. Tenant's failure to provide
                  notice in strict accordance with this agreement shall
                  terminate the option.

IN TESTIMONY WHEREOF, the above named Landlord and the above named Tenant have
executed this instrument on the day and year set forth above in this Lease.

ATTEST:                                LANDLORD:

                                       UNION NATIONAL PLAZA I, INC.



By: /s/                                       By: /s/ Michael Kirby
    -------------------------                     ---------------------------
                                                  Michael Kirby
                                                  Vice President

Date:      2/23/01                            Date:      2/23/01
      ----------------------                        -------------------------


ATTEST:                                TENANT:

                                       R.E. Stafford, Inc., dba COLO Solutions

                                              Ron Safford

By: /s/                                       By: /s/ Ron Safford
    -------------------------                     ---------------------------

Date:                                         Date: 1/31/2001
      ----------------------                        -------------------------


                                              Scott Wilmont

                                              By: Scott Wilmont
                                                  ---------------------------

                                              Date: 1/30/01
                                                    -------------------------



<PAGE>
                                 FIRST ADDENDUM
                              (Technical Facility)
                                    To Lease
                             Dated January 17, 2001
                                     Between
                          UNION NATIONAL PLAZA 1, INC.
                                       And
                    R. E. Stafford, Inc., dba COLO Solutions
                                    Suite 106

         This Lease Addendum (this "Addendum") is attached to and made a part of
that certain Lease dated January 17, 2001 for the property located at One Union
National Plaza, 124 West Capitol, Little Rock, Arkansas (the "Building"). In
the event of a conflict between the Lease and the terms and condition of this
Addendum, the terms and conditions of this Addendum shall control. Capitalized
terms not otherwise defined in this Addendum have the meanings given them in the
Lease.

1.       Additional Definitions

         "Cable" means (1) optical fibers exposed or encased in an aluminum
         sleeve or EMT conduit, (2) coaxial cable exposed or installed in
         interduct, or (3) copper cable, any of which may be used by Tenant to
         distribute its services to the various tenants throughout the Building.
         All Cable and related supports and equipment must be plenum rated or
         otherwise in accordance with code requirements. Landlord must
         reasonably approve all other materials placed in, on, or attached to
         the Premises, pursuant to the terms of this Lease.

         "Cross Connection" means the connection of one wire, cable, microwave
         or laser under the management and control or ownership of Tenant to a
         wire, cable, microwave or laser under the management and control or
         ownership of another telecommunications provider by anchoring each wire
         to a connecting block and placing a third wire between the two, or by
         any other means, and whether at the demarcation point or elsewhere
         within the Building; and any other connection within the Building of
         Tenant's Equipment to a telecommunications system or any of its
         components that is under the management, control or ownership of
         another telecommunications provider.

         "Customer" means any user of Equipment, whether belonging to the user
         or to Tenant, located in the Premises, other than a tenant of the
         Building under the terms of a separate contract with Tenant
         (a "Customer Contract").

         "Equipment" means equipment placed in the Premises, whether belonging
         to Tenant or to a Customer, including Tenant's cabinets or racks, all
         such equipment to be appropriately labeled when installed.

         "Other Space" means terminal points on each floor from which Tenant's
         Cables connect to Subscriber space.

         "Raceways" means that portion of tile Buildings horizontal or vertical
         raceways used and maintained by Tenant for routing Tenant's Cables and
         ancillary equipment, which originates at the Premises and which follows
         the Building's raceways to any applicable Subscriber space on any floor
         of the Building.

         "Services" means the services which Tenant is permitted to provide to
         Subscribers and Customers pursuant to the permitted use clause of the
         Lease, as modified by this Addendum, such Services more particularly
         described as co-location of telecommunications and Internet related
         facilities.

         "Subscriber" means any customer of Tenant or building tenant under the
         terms of a separate service order agreement with Tenant (a "Service
         Order Agreement").

         "Tenant" means any occupant of the Building under a lease or other
         occupancy agreement with Landlord or an approved sublease.

<PAGE>




2. Right to Use

         (a)       For the consideration set forth in the Lease, Landlord grants
                   to Tenant a non-exclusive right to use the Raceways and the
                   Other Space, in common with Landlord, tenants and others, for
                   the purpose of constructing, installing, operating,
                   repairing, maintaining and removing Tenant's Equipment and
                   providing the Services to Subscribers and Customers, in the
                   manner and consistent with the standards of first class
                   telecommunications service providers, all at Tenant's sole
                   risk and expense.

         (b)       Tenant shall have the right of access to the Building and the
                   right to construct Building conduit facilities associated
                   with providing Services hereunder, at its sole cost and
                   expense and in accordance with all applicable Laws and
                   Building requirements.

         (c)       Landlord reserves the right to lease and/or license other
                   portions of the Building (including the roof) or the land
                   on which the Building is located to other parties for use in
                   the provision of telecommunications services (which may be
                   similar to the Services) during the term of this Lease.
                   Landlord reserves the absolute and unconditional right to
                   approve the location and type of any equipment located on, or
                   to the roof of the Building, in order to assure other users
                   that Tenant's use does not interfere with any other users of
                   the roof area.
3. Uses
         (a)       Permitted Uses. Tenant shall use the Premises only for the
                   purpose of providing Subscribers with telecommunication and
                   Internet related co-location services and such other Services
                   as Landlord may from time to time permit. Tenant's Subscriber
                   Service Agreements shall in no event have terms with
                   scheduled expiration dates later than the Termination Date of
                   the Lease. Nothing herein shall be deemed to grant Tenant any
                   exclusive right to provide any or all of the Services to
                   tenants in the Building.

         (b)       Prohibited Uses. Tenant agrees not to use or permit the use
                   of the Premises, the Raceways or the Other Space for any
                   purpose which is illegal, dangerous to life, limb or
                   property, or which, in Landlord's reasonable opinion, creates
                   a nuisance or which would increase the cost of insurance
                   coverage with respect to the Building. In particular, no
                   semiconductors or other electronic equipment containing
                   polychlorinated biphenyls (PCBs) or other environmentally
                   hazardous materials may be used or stored in or around the
                   Premises, and no such materials may be used in any of the
                   Equipment (except for Tenant's battery system, which, because
                   it contains environmentally sensitive materials, will be
                   handled by and will be the sole responsibility of Tenant). In
                   addition, Tenant may not use or permit use of the Premises by
                   any Equipment of a type or frequency, which causes measurable
                   interference with the equipment of any pre-existing
                   telecommunications or data service provider, Landlord, or
                   other tenants.

4. Installation, Maintenance, and Repair and Alterations.

         (a)       All of the Equipment within the Premises, the Raceways or the
                   Other Space shall be at Tenant's sole risk and expense. All
                   plans, diagrams, and specifications for subsequent
                   improvements and installations of Cable detailing the
                   location and size of Equipment and the proposed routes into
                   the main telephone closet and Other Space will be submitted
                   to Landlord for prior written approval, which approval will
                   not be unreasonably withheld or unduly delayed. No oral
                   approval of these plans and specifications shall be deemed
                   effective. Upon completion of each installation and receipt
                   of written request from Landlord, Tenant shall supply
                   Landlord with "As Built" plans of the installation. Manager
                   and Tenant shall walk through the installation and prepare a
                   punch list, which Tenant shall complete within fifteen (15)
                   days after the walk through.

         (b)       Installation.

                   Tenant warrants that all of the Equipment and Cable will be
                   installed in a good and workmanlike manner strictly in
                   accordance with Applicable Laws, including the National
                   Electrical Code, state and local codes, using generally
                   accepted construction standards, and in a safe and proper
                   manner so as to pose no hazard to safety of life or property
                   with respect to persons and property in or about the
                   Building, at Tenant's cost, by contractors and subcontractors
                   approved in advance by Landlord. No electrical grounding
                   shall be permitted to other equipment in the Raceways without
                   Landlord's specific written approval of the method and
                   location of such grounding. Tenant shall use duly qualified
                   personnel for all installation, operation and maintenance of
                   Tenant's Equipment located in or on the Building.

<PAGE>
5. Costs. Tenant shall be responsible for any and all cost, damage or expense
(including reasonable attorneys' fees and costs) arising from Tenant's
installation, maintenance, operation or repair to the Premises and Tenant's
Equipment, and any and all cost, damage or expense to the Building or the
property of Landlord or other tenants or service providers arising from such
installation, maintenance, operation or repairs. With respect to any
installation and construction that requires Landlord's approval, within ten days
after Tenant's receipt of an invoice from Landlord, Tenant shall reimburse
Landlord all reasonable costs and expenses actually incurred by Landlord and
payable to third parties (such as engineers and telecommunications consultants)
for the review and administration of such work by such third parties.

6. Compliance with Laws and Regulations. Tenant agrees to comply with all
applicable laws, ordinances, codes, rules and regulations of any governmental
entity or agency having jurisdiction with respect to the Building, including but
not limited to, municipal codes of the community in which the Building is
located, the Public Utilities Commission of the state where the Building is
located, the Federal Communications Commission, the Environmental Protection
Agency, and the Occupational Safety and Health Administration ("Applicable
Laws"). Tenant shall, at Tenant's sole cost, take all measures necessary to
insure that no unlawful level of radiation or interference is emitted from the
Equipment and that the Equipment strictly complies with all Applicable Laws.

7. Protection of Equipment. Tenant acknowledges that interruptions in utility
services are not uncommon in facilities such as the Building and Tenant agrees
to waive and release Landlord from any liability for damages or losses
(including indirect or consequential damages and attorneys' fees) sustained to
any of the Equipment or caused by utility service interruptions, regardless of
whether such interruptions are attributable in whole or in part to the
negligence (but not to the extent attributable to the gross negligence or
willful misconduct) of Landlord, its agents or employees.

Tenant shall cooperate fully in Landlord's efforts to maintain security in the
Building and shall follow all regulations promulgated by Landlord with respect
thereto. Tenant shall be solely responsible for security measures to protect
Equipment of Customers from damage or interference by Customers or otherwise,
and to control access to the Premises by Customers, their agents, employees and
invitees.

8. Warranty Against Damage and Interference. Tenant warrants that the Equipment,
and the maintenance, operation and repair thereof will not damage the Building
or interfere with the use of the Building or the operation of communications
devices by Landlord or by other lessees, tenants or licensees of Landlord,
provided that any communications devices installed by Landlord or third parties
do not interfere with Tenant's Equipment. Tenant further warrants that its
Equipment will operate within the specifications of the manufacturers and in
compliance with applicable regulations of the Federal Communications Commission.
If damage or interference to the Building or third-party communications devices
does occur, Landlord shall give Tenant written notice thereof, and Tenant shall
correct such interference within twenty-four (24) hours after receipt of such
notice. In the event Tenant fails to correct such interference after proper
notification and within the 24-hour period, Landlord reserves the right to take
any reasonable actions to correct such interference. Landlord reserves the right
to disconnect power to any such Equipment as to which Tenant fails to correct
such interference after proper notification, if such interference causes
Landlord to be in default of other leases, licenses or agreements and Landlord
has identified Tenant's Equipment as the probable cause of such interference.

9. Licenses and Permits. Prior to commencing any work on the Raceways, the Other
Space or the Premises, Tenant shall obtain all necessary licenses, permits and
consents and provide copies of same to Landlord and Manager,

10. Relocation of Tenant's Equipment. Landlord shall have the right to require
Tenant to relocate, on sixty days' notice from Landlord, at Tenant's expense,
Equipment in the raceways or other common areas of the Building.

11. Connections to Public Streets, Utilities or Other Buildings. Tenant
acknowledges that Landlord has no obligation to assure or guarantee Tenant
connections to public streets, utilities or adjacent buildings that may be
necessary for the operation of Tenant's Equipment in the Building. It is solely
the responsibility of Tenant to negotiate agreements with public utilities or
third parties for these connections.

12. Indemnity. In addition to and not in limitation of the indemnities set forth
in the Lease, Tenant shall indemnify Landlord, its property manager, and all
other parties required to be indemnified by Tenant under the Lease (the
"Indemnified Parties") for and shall hold the Indemnified Parties harmless from
all fines, claims, demands, causes of action, liabilities, penalties, judgments,

<PAGE>

orders, costs and expenses and suits (including reasonable costs and expenses of
defending against same) resulting from or asserted against any of the
Indemnified Parties by reason of any breach or non-performance of this Addendum
by Tenant or its agents, employees or invitees, or any act or failure to act by
Tenant hereunder. In addition, Tenant shall indemnify the Indemnified Parties
from and against any and all claims of infringement of United States patents or
copyrights asserted against Landlord by virtue of the presence of the Equipment
in the Building or the provision of the Services from the Building. The
provisions of this paragraph shall survive termination hereof.

13. Limitations of Liability and Indemnification. Tenant (Licensee) shall
indemnify, defend and hold harmless Landlord (Licensor) from and against any
claims, demands, actions, damages, liability, judgments, expenses and costs
(including attorneys' fees and any and all lost profits of Landlord (Licensor)
arising from Tenant's (Licensee's) or its Subscribers' use of the Raceways or
Other Space. Tenant's (Licensee's) obligation to assume, protect, defend,
indemnify and save Landlord (Licensor) harmless shall extend to Landlord's
(Licensor's) officers, directors, agents and employees or any corporate
shareholder of Landlord (Licensor), and shall continue for so long as any of the
named indemnities may be subjected to claims or suits calling for such
obligations provided.



<PAGE>
                         BUILDING RULES AND REGULATIONS
                            One Union National Plaza

1.       Landlord shall provide all locks for doors in Tenant's leased area and
         no tenant shall alter any lock or install a new or additional bolt on
         any door for the Premises without prior written consent of Landlord.
         However, Tenant shall have the right to install its own Security Card
         Access system within the Premises.

2.       Landlord will provide and maintain in the lobby of the Building an
         alphabetical directory of the tenants and no other directory shall be
         permitted without previous consent in writing by Landlord.

3.       The Tenant shall not use the name of the Building, or any simulation or
         abbreviation thereof, or any name which, regardless of the spelling
         thereof, has the same or a similar sound as its name, or as part of its
         name without Landlord's prior written consent. Tenant may use the
         address of the Building as the address of its business but shall not
         use pictures of the Building without Landlord's prior written consent.

4.       No signs will be allowed in any form on windows inside or out, and no
         signs will be permitted on exterior identification pylons, if any, or
         in the public corridors or on corridor doors or entrances to Tenant's
         space, except in uniform locations and uniform styles affixed by the
         Landlord. Landlord for Tenant will contract for all signs at the rate
         fixed by Landlord from time to time, and Tenant will be billed and will
         pay for such service.

5.       Tenant will refer all contractors, contractor's representatives and
         installation technicians rendering any service to Tenant to Landlord
         for Landlord's supervision, approval and control before performance of
         any contractual service. This provision shall apply to all work
         performed in the Building, including installation of telephones,
         telegraph equipment, electrical devices and attachments and
         installations of any nature affecting floors, walls, woodwork, trim,
         windows, ceilings and equipment or any other physical portion of the
         Building.

6.       Movement into or out of the Building of furniture, office equipment or
         other bulky materials, or movement through Building entrances or
         lobbies shall be restricted to hours designated by Landlord. All such
         movement shall be under supervision of Landlord or its agent and in the
         manner agreed upon in writing between Tenant and Landlord by
         prearrangement before performance. Such prearrangement initiated by
         Tenant shall include determination by Landlord, and subject to his
         decision and control, of the time, method, and routing of movement,
         limitations imposed by safety or other matters which may prohibit any
         article, equipment or other item from being brought into the Building.
         Tenant shall assume all risk for damage to articles moved, other
         property, and injury to persons or public regardless of whether they
         are engaged in such movement, including equipment, property and
         personnel of Landlord if damaged or injured as a result of acts in
         connection with such movement; and Landlord shall not be liable for
         acts of any person engaged in or damage or loss to any of said property
         or persons or otherwise resulting from any act in connection with such
         service performed for Tenant. Tenant hereby agrees to indemnify and
         hold Landlord harmless from and against any such damage, injury or
         loss, including attorney's fees.

7.       Tenant and its Tenant and its employees will present adequate
         identification when entering and/or leaving the Building on Saturday,
         Sunday, and holidays, and before or after normal working hours on other
         days.


<PAGE>

8.       Landlord will not be responsible for lost or stolen property,
         equipment, money or jewelry from the Premises or public areas
         regardless of whether such loss occurs where the area is secured
         against entry.

9.       No portion of Premises or any other part of the Building shall at any
         time be used or occupied as sleeping or lodging quarters.

10.      No birds, animals or bicycles shall be brought into or kept in, about
         or on the Building.

11.      Except for its diesel-fueled generator located in the basement of the
         Building. Tenant shall not place, install or operate on the Premises or
         in any part of the Building any engines, stove or machinery, or conduct
         mechanical operations or cook thereon or therein, or place or use in or
         about the premises any explosives, gasoline, kerosene, oil, acids,
         caustics or any other inflammable, explosive or hazardous materials
         without the prior written consent of the Landlord.

12.      None of the entries, passages, doors or hallways shall be blocked or
         obstructed, or any rubbish, litter, trash or material of any nature
         placed, emptied or thrown into these areas or such areas be used at
         anytime, except for access or egress by Tenant, tenant's agents,
         employees or invitees.

13.      Tenant and its employees, agents and invitees, shall observe and comply
         with the driving and the parking signs and markers surrounding the
         Building.


<PAGE>
14.      Tenant shall not overload floors and Tenant must have Landlord's prior
         written consent as to size, maximum weight, routing and location of
         business machines, safes and heavy objects. All damage done to the
         Building by placing in or taking out any property of Tenant from the
         Building shall be repaired promptly at the expense of the Tenant.

15.      To insure orderly operation of the Building, no ice, minerals or other
         beverage, food, towels, newspapers, etc. shall be delivered to the
         Premises except by persons and at times approved by Landlord in
         writing.

16.      Toilet rooms, toilets, urinals, wash bowls and other apparatus shall
         not be used for any purpose other than for which they were constructed,
         no foreign substance of any kind whatsoever shall be thrown therein,
         and Tenant shall bear the expense to repair any breakage, or stoppage
         on the Premises or otherwise caused by Tenant, its agent, employee or
         invitee.

17.      Tenant shall not make any room canvass to solicit business from other
         Tenants in the Building and shall not exhibit, or sell or offer to
         sell, use, rent or exchange any item of service in or from the Premises
         unless ordinarily embraced within Tenant's use of the Premises
         specified herein.

18.      No Tenant shall install any radio or television antenna, loudspeaker or
         other device on the roof or exterior walls of the Building without
         written consent of the Landlord.

19.      No Tenant, agent, employee, or invitee shall use a hand truck except
         those equipped by rubber tires and side guards. No other vehicle of any
         kind shall be brought into the Building or kept in or about the
         Premises.

20.      Each Tenant shall store all its trash and garbage within its Premises
         and mark and place excess trash near the front door at the end of each
         business day for removal by the janitorial personnel. No materials
         shall be placed in the trash boxes or receptacles if such material is
         of such nature that it may not be disposed of in the ordinary and
         customary manner of removing and disposing of trash and garbage in the
         City of Little Rock without being in violation of any law or ordinance
         governing such disposal. All garbage and refuse disposal shall be made
         only through entryways and elevators provided for such purposes and at
         such times as Landlord shall designate.

21.      Tenant shall not permit odors to emanate from the Premises nor allow
         any objectionable noise to emanate from the Premises. Tenant, its
         customers, invitees and guests shall not obstruct sidewalks, entrances,
         passages, courts, corridors, vestibules, halls, elevators and stairways
         in and about the Building. Tenant shall not place objects against glass
         partitions or doors or windows, which would be unsightly from the
         Building corridor or from the exterior of the Building and will
         promptly remove same upon notice from Landlord.

22.      Tenant shall not waste electricity, water or air conditioning and shall
         cooperate fully with Landlord to assure the most effective operation of
         the Building's heating and air conditioning and shall refrain from
         attempting to adjust any controls other than room thermostats installed
         for Tenant's use.

23.      Tenant shall keep corridor doors closed.

24.      Peddlers, solicitors and beggars shall be reported to the building
         management.

25.      No person or contractor not employed by Landlord shall be used to
         perform janitorial work, window washing, cleaning, decorating, repair
         or other work on the premises without express written consent of
         Landlord.

26.      Tenant shall comply with all applicable federal, state, and municipal
         laws, ordinances and regulations and shall not directly or indirectly
         make any use of the Premises which may be prohibited by the same or
         which may be dangerous to person or property or may increase the cost
         of insurance or require additional insurance coverage.


<PAGE>

REDACTED TEXT

[27.     Tenant shall not make any improvements, alterations, additions or
         installations in or to the Premises without Landlord's prior written
         consent, which shall not be unreasonably withheld. Landlord's decision
         to refuse such consent shall be conclusive. If Landlord consents to
         such improvements, alterations, additions or installations before
         commencement of the work or delivery of any materials onto the Premises
         or into the Building, Tenant shall furnish Landlord with plans and
         specifications, names and addresses of contractors, copies of
         contracts, necessary permits and licenses and indemnification in such
         form and amount as may be satisfactory to Landlord and waivers of lien
         against any and all claims, cost, expenses, damages and liabilities
         which may arise in connection with the work.]

28.      Tenant hereby covenants and agrees not to place or permit to be placed
         any lien or liens on or against the Premises, the Building and the
         property. Further, Tenant does hereby waive, relinquish and disclaim
         any right or power to cause any lien to attach to the Landlord's
         interest in the Premises, the Building and the property, and Tenant
         does hereby agree to hold harmless, indemnify and defend Landlord from
         and against any such lien or liens.

29.      Landlord may waive any one or more of these rules and regulations for
         the benefit of any particular tenant or tenants, but no such waiver by
         Landlord shall be construed as a waiver of such rules and regulations
         in favor of any other tenant or tenants, nor prevent Landlord from
         thereafter enforcing any such rule and regulations against any or all
         of the tenants in the Building.

<PAGE>




30.      Smoking is prohibited in all areas of the Building.

31.      Landlord reserves the right to make additional rules and regulations
         which in its judgment are needed for the safety, care and cleanliness
         of the Building, and the preservation of good order.

32.      The use of portable space heaters is strictly prohibited.

33.      The use of burning candles is strictly prohibited.

34.      The use of live (natural) seasonal greenery is strictly prohibited,
         including, but not limited to trees, garland, etc.

35.      The use, exhibition or concealment of handguns is strictly prohibited
         in the building. The only exceptions to the rule are those persons
         authorized by their job to be in possession of a firearm (i.e., police,
         etc.)



<PAGE>
                            First Amendment to Lease

                                    To Lease
                             Dated January 17, 2001
                                     Between

                          UNION NATIONAL PLAZA I, INC.

                                       And

                                 COLO Solutions

                                    Suite 106

                               Dated May 22, 2001

         This First Amendment to Lease (this "Amendment") is attached to and
made a part of that certain Lease dated January 17, 2001 for the property
located at One Union National Plaza, 124 West Capitol, Little Rock, Arkansas
(the "Building"). In the event of a conflict between the Lease and the terms and
condition of this Addendum, the terms and conditions of this Addendum shall
control. Capitalized terms not otherwise defined in this Addendum have the
meanings given them in the Lease.

1. Paragraph 4.16 OTHER PROVISIONS; Rent Schedule shall be amended as follows.
The Basement Generator Space shall be changed to 402 rentable square feet with
the following rent schedule:

<TABLE>
<CAPTION>
Premises Lease:
------------------------------------------------------------------------------------------------------------
                                                                               Annual 4%
    Suite 106                                                                 Escalation        Rentable
 Rentable Sq. Ft.                 Dates                 Gross Rent              Monthly           Rate
------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>                    <C>               <C>
       2206                  3/1/01 - 4/30/02           $30,884.00             $2,573.67         $14.00
------------------------------------------------------------------------------------------------------------
       2206                  3/1/02 - 4/30/03           $32,119.36             $2,676.61         $14.56
------------------------------------------------------------------------------------------------------------
       2206                  3/l/03 - 4/30/04           $33,404.13             $2,783.68         $15.14
------------------------------------------------------------------------------------------------------------
       2206                  3/1/04 - 4/30/05           $34,740.30             $2,895.02         $15.75
------------------------------------------------------------------------------------------------------------
       2206                  3/1/05 - 4/30/06           $36,129.91             $3,010.83         $16.38
------------------------------------------------------------------------------------------------------------

Basement Generator Space:
------------------------------------------------------------------------------------------------------------
(see Exhibit "B")                                                              Annual 4%
     Basement                                                                 Escalation        Rentable
 Rentable Sq. Ft.                 Dates                 Gross Rent              Monthly           Rate
------------------------------------------------------------------------------------------------------------
        402                  3/1/01 - 4/30/02           $5,631.92              $469.33           $14.00
------------------------------------------------------------------------------------------------------------
        402                  3/1/02 - 4/30/03           $5,857.20              $488.10           $14.57
------------------------------------------------------------------------------------------------------------
        402                  3/1/03 - 4/30/04           $6,091.48              $507.62           $15.15
------------------------------------------------------------------------------------------------------------
        402                  3/1/04 - 4/30/05           $6,335.14              $527.93           $15.76
------------------------------------------------------------------------------------------------------------
        402                  3/1/05 - 4/30/06           $6,588.55              $549.05           $16.39
------------------------------------------------------------------------------------------------------------

License Agreement
------------------------------------------------------------------------------------------------------------
                                                          Annual                               Rentable
                                 Dates                   Gross Rent            Monthly           Rate
------------------------------------------------------------------------------------------------------------
                             3/1/01 - 4/30/02            $120.00               $10.00             n/a
------------------------------------------------------------------------------------------------------------
                             3/1/02 - 4/30/03            $120.00               $10.00             n/a
------------------------------------------------------------------------------------------------------------
                             3/1/03 - 4/30/04            $120.00               $10.00             n/a
------------------------------------------------------------------------------------------------------------
                             3/1/04 - 4/30/05            $120.00               $10.00             n/a
------------------------------------------------------------------------------------------------------------
                             3/1/05 - 4/30/06            $120.00               $10.00             n/a
------------------------------------------------------------------------------------------------------------
</TABLE>

2. EXHIBIT "B-2", Basement Generator and HVAC Unit Space shall be deleated and
   replaced with the attached EXHIBIT "B-2A".

<PAGE>


3. Notwithstanding anything herein to the contrary, and except as specifically
amended herein, the Lease shall remain in full force and effect. Provided
further, the parties hereto reaffirm all the terms, conditions, and provisions
of the Lease, and any further amendment shall only be in writing between the
parties.

ATTEST:                                Landlord:

                                       Union National Plaza I, Inc.

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

Date:                                  Date:
     -------------------------------        ---------------------------------


ATTEST:                                Tenant:

                                       R.E. Stafford, Inc. d/b/a/ COLO Solutions



By: /s/                                By:   /s/ Ron Stafford
   ---------------------------------      -----------------------------------
                                             Ron Stafford

Date:        8-20-01                   Date:  8/20/01
     -------------------------------        ---------------------------------


                                       By:   /s/ Scott Wilmont
                                          -----------------------------------
                                             Scott Wilmont

                                       Date:  8/20/01
                                            ---------------------------------