<PAGE>


                           COMMERCIAL LEASE AGREEMENT


This Commercial Lease Agreement ("Lease") is made and effective February 4, 2000
by and between TELEVISIONES COMMUNICATIONS, CORP. (TCC) ("Landlord") and Teltran
International Group, Ltd., ("Tenant"), on the following terms:


                                    RECITALS

WHEREAS, Landlord is the owner of land and improvements commonly known and
numbered as 1080 N.W. 163rd Dr., Miami, FL 33169.

WHEREAS, Tenant is a New York corporation which provides long distance and
tele-communication services.

WHEREAS, Landlord makes available for lease technical storage space commonly
referred to as "POP # 2 Colocation Space East room (22' x 36')" at the above
stated address, comprised of the area known by Landlord and referred to herein
as the "Leased Premises", together with, except as otherwise herein provided, a
grant of a non-exclusive easement for unrestricted rights of access to the
"Leased Premises" and to the appropriate source of electric and telephone
facilities.

WHEREAS, Tenant desires to lease the Leased Premises from Landlord upon the
terms and conditions set forth herein.

NOW THEREFORE, in consideration of covenants herein, contained and other good
and valuable consideration, it is agreed:

1.   Term.
     ----

Lease Commencement
Tenant hereby leases the Leased Premises from Landlord, for an "Initial Term" of
3 (three) years beginning March 1, 2000 and ending February 28, 2003

Lease Renewal
Tenant may renew, at their option, the Lease for one extended term of 3 (three)
years. Tenant shall exercise such renewal option, if at all, by giving written
notice to Landlord not less than ninety (90) days prior to the expiration of the
Initial Term. Following the expiration of the Initial Lease Term, this Lease
shall continue in effect on a month to month basis upon the same terms and
conditions specified in the prior lease term, unless terminated by either Tenant
or Landlord upon thirty (30) days prior written notice.


                                       1
<PAGE>


2.   Rental.
     ------

A. Tenant shall pay to Landlord during the Initial Term rental of $ 72,000.00
per year, payable in installments of $ 6,000.00 per month, in advance, in
addition to applicable taxes and Utilities as stated in 11B. No additional
security deposit is required. Existing deposit, if any, from previous lease will
be transferred to this lease. Any deposits given will be returned to Tenant upon
termination of the contract unless such deposit is needed to return Leased
Premises to original form or payment of past due accounts. Each installment
payment shall be due in advance on the first day of each calendar month during
the lease term to Landlord at 1080 N.W. 163rd Dr., Miami, FL 33169 or at such
other place designated by written notice from Landlord. A grace period from the
first to the 15th will be granted. Should the rental payment arrive after the
15th a surcharge of 25% will be accrued to your monthly rental amount. The
rental payment amount for any partial calendar month included in the lease term
shall be prorated on a thirty (30) day monthly basis.

B. The rental for any renewal lease term, if created as permitted under this
Lease, shall be as is determined by the parties at the time of renewal.


3.   Right of  First Refusal
     -----------------------

During the initial term of ts lease or during any renewal period, Landlord may
desire to lease the area adjacent to the Leased Premises. In such an event,
Landlord shall notify Tenant of its intent to do so. Tenant shall advise
Landlord in writing within five (5) days of being notified by Landlord whether
Tenant wishes to lease the adjacent area. Should Tenant fail to respond within
this time, Tenant will be deemed to have refused said option and Landlord shall
be free to enter into a lease with a third party.

4.   Use
     ---

Telecommunications equipment: Use of Leased Premises by Tenant shall be for the
purpose of operating telecommunication equipment and providing telecommunication
services. Tenant shall not use the Leased Premises for the purposes of storing,
manufacturing or selling any explosives, flammable or other inherently dangerous
substance, chemical, thing or device.

Landlord does not represent that the use of the Space(s) shall be free from any
interruptions for any reason whatsoever, as provided in Section 21, and Landlord
shall not be liable for any failure to provide the Services where such failure
is due to an act of God, governmental control, or other factors beyond the
reasonable control of Landlord.

5.   Sublease and Assignment.
     -----------------------

Tenant shall not have the right to sublease all or any part of the Leased
Premises, or assign this Lease, in whole or in part, without Landlord's consent,
except as follows:

A. Tenant shall be entitled to allow customers of Tenant to collocate equipment
in the Leased Premises, without the Landlord's consent, so long as such
equipment and the use thereof does not violate any other of the terms of this
Lease and provided such acts do not cause interference, in any manner, with
Landlord's other tenant's operations in which case Tenant shall be


                                       2
<PAGE>


responsible. Further, provided, Tenant shall assume all financial responsibility
for any damages, of any nature whatsoever, sustained by reason of any such
collocation.

B. Tenant shall be entitled to interconnect the equipment with telecommunication
services provided to the Tenant by third parties, without Landlord's consent and
provided such acts do not cause interference, in any manner, with Landlord's
other tenant's operations in which case Tenant shall be responsible. Further,
provided, Tenant shall assume all financial responsibility for any damages, of
any nature whatsoever, sustained by reason of any such collocation. Alterations,
however, to the Leased Premises or any other common areas of the building such
as wiring conduits shall require Landlord's prior written consent, which shall
not be unreasonably held (such alterations to be in accordance with Section 6 of
this Lease).

6.   Alterations and Improvements.
     ----------------------------

Tenant, at Tenant's expense, shall have the right following Landlord's consent
to remodel, redecorate, and make additions, improvements and replacements of and
to all or any part of the Leased Premises from time to time as Tenant may deem
desirable, provided the same are made in a workmanlike manner and utilizing good
quality materials.

Tenant shall be required to obtain all the necessary permits and to otherwise
comply with all local laws and ordinances. Tenant shall have the right to place
and install personal property, trade fixtures, equipment and other temporary
installations in and upon the Leased Premises, and fasten the same to the
premises. All personal property, equipment, machinery, trade fixtures and
temporary installations, whether acquired by Tenant at the commencement of the
Lease term or placed or installed on the Leased Premises by Tenant thereafter,
shall remain Tenant's property free and clear of any claim by Landlord. Tenant
shall have the right to remove the same at any time during the term of this
Lease provided that all damage to the Leased Premises caused by such removal
shall be repaired by Tenant at Tenant's expense.

Landlord , at Landlord's own expense shall have the right to alter or improve
the premises. In such an event, Tenant shall provide Landlord with reasonable
access to the Leased Premises.

7.   Property Taxes.
     --------------

Tenant shall be responsible for paying all personal property taxes with respect
to Tenant's personal property at the Leased Premises.

Tenant agrees to indemnify, defend and hold Landlord harmless from any
liabilities, costs, expenses (including without limitation, reasonable expenses
of investigation and attorney's fees and expenses) assessments, settlements or
judgements arising out of or incident to the imposition, assessment or assertion
by any taxing authority of any tax liability or increase in tax liability which
is the obligation of Tenant arising under this Agreement.

8.   Insurance.
     ---------

A. If the Leased Premises or any other part of the Building is damaged by fire
or other casualty resulting from any act or negligence of Tenant or any of
Tenant's agents, employees or invitees,


                                       3
<PAGE>


rent shall not be diminished or abated while such damages are under repair, and
Tenant shall be responsible for the costs of repair not covered by insurance.

B. Tenant at its own expense, shall maintain a policy of comprehensive general
liability insurance with respect to its activities in the Building with the
premiums thereon fully paid on or before due date, issued by and binding upon
some insurance company approved by Landlord, such insurance to afford minimum
protection of not less than $1,000,000 combined single limit coverage of bodily
injury, property damage, errors and omissions, and combination thereof. Landlord
shall be listed as an additional insured on Tenant's policy or policies of
comprehensive general liability insurance, and Tenant shall provide Landlord
with current Certificates of Insurance evidencing Tenant's compliance with this
Paragraph. Tenant shall obtain the agreement of Tenant's insurers to notify
Landlord that a policy is due to expire at least (10) days prior to such
expiration. Landlord shall not be required to maintain insurance against thefts
within the Leased Premises or the Building.

C. Tenant at its own expense, shall maintain a policy of Worker's Compensation
complying with the law of the State or States of operation, whether or not such
coverage is required by law and Employee's Liability Insurance.

9.   Building Rules
     --------------

A. Tenant will keep the Leased Premises in good condition and will comply with
the rules of the Building adopted and altered by Landlord from time to time and
will cause all of its agents, employees, invitees and visitors to do so; all
changes to such rules will be sent by Landlord to Tenant in writing. The initial
rules of the Building are attached hereto as Exhibit "A" and will be
incorporated herein for all purposes. In the event that Landlord changes the
rules in such a manner that it materially adversely affects Tenant, Tenant may
immediately terminate this Lease without recourse of any kind; provided,
Landlord, upon written advice from Tenant that such change materially adversely
affects Tenant, fails to remove such change within twenty (20) days of receipt
of such notice.

B. Notwithstanding anything to the contrary under Section 9.A. or Exhibit "A",
or any future modification of the rules by Landlord, Tenant shall have an
absolute right to transport equipment in/out of the Leased Premises, other than
as set forth in rule 19 of Exhibit "A" and paragraph 13 hereof, only upon
written consent of Landlord. While in default of rent under this Lease, Tenant
shall not remove any equipment, without Landlord's consent until such rental
becomes current.

10.  Emergency Phone Numbers
     -----------------------

Landlord shall, upon the execution of this Agreement, provide Tenant with a 24
hour maintenance number for trouble notification in the case of an emergency.
Tenant shall likewise provide landlord with the same. Such number shall be
included as Exhibit "B" to this contract. In addition, Tenant shall place such
numbers at a visible location.


                                       4
<PAGE>


11.  Utilities.
     ----------

A. The operation of the communications equipment shall be the sole
responsibility of Tenant, however, Landlord agrees to cooperate with Tenant in
its efforts to obtain utilities from any location provided by the Tenant or
servicing utility.

B. Tenant shall pay Landlord $150.00 monthly for use of electricity during the
term of this contract. However, should Landlord's cost of providing electricity
be increased by the supplying company, the amount due by Tenant shall be
increased the same rate. Tenant shall pay the rate for electricity usage to
Landlord together with and at the same time and place Tenant pays the rental
amount provided for in Section 2A above. Landlord will pay for all other
utilities used by Tenant on the Leased Premises during the initial term or any
Renewal Term, provided, Tenant's consumption of such utilities is not excessive
in Landlord's reasonable opinion.

12.  Entry.
     -----

Landlord shall have the right to enter upon the Leased Premises at reasonable
hours to inspect the same, provided Landlord shall not thereby unreasonably
interfere with Tenant's business on the Leased Premises.

13.  Access
     ------

Tenant shall have unrestricted access to the Leased Premises during regular
business hours which are 9:00 A.M. to 6:00 P.M.. Any access to the Leased
Premises after business hours is restricted and limited to the list of
individuals whose names, addresses and telephone numbers are submitted to
Landlord attached hereto as Exhibit "C". Any additions or deletions of
individuals to this list shall be immediately provided to Landlord.

14.  Parking.
     -------

During the term of this Lease, Tenant shall have the non-exclusive use in common
with Landlord, other tenants of the Building, their guests and invitees, on a
first come first serve basis, of the non-reserved common automobile parking
areas, driveways and footways, subject to the rules and regulations for the use
thereof prescribed form time to time by Landlord.

15.  Damage and Destruction.
     ----------------------

Subject to Section 8A. above, if the Leased Premises or any part thereof or any
appurtenance thereto is so damaged by fire, casualty or structural defects that
the same cannot be used for Tenant's purposes, then Tenant shall have the right
within ninety (90) days following damage to elect by notice to Landlord to
terminate this Lease as of the date of such damage. In the event of minor damage
to any part of the Leased Premises, and if such damage does not render the
Leased Premises unusable for Tenant's purposes, Landlord shall promptly repair
such damage at the cost of the Landlord. In making the repairs called for in
this paragraph, Landlord shall not be liable for any delays resulting from
strikes, governmental restrictions, inability to obtain necessary materials or
labor or other matters which are beyond the reasonable control of Landlord.
Tenant shall be relieved from paying rent and other charges during any portion
of the Lease term that the Leased Premises are inoperable or unfit for
occupancy, or use, in whole or in part, for Tenant's purposes. Rentals and other
charges paid in advance for any such periods shall be credited on the


                                       6
<PAGE>


next ensuing payments, if any, but if no further payments are to be made, any
such advance payments shall be refunded to Tenant. The provisions of this
paragraph extend not only to the matters aforesaid, but also to any occurrence
which is beyond Tenant's reasonable control and which renders the Leased
Premises, or any appurtenance thereto, inoperable or unfit for occupancy or use,
in whole or in part, for Tenant's purposes.

16.  Default.
     -------

If default shall at any time be made by Tenant in the payment of rent or any
other amount due and owing to Landlord as provided herein and if said default
shall continue for fifteen (15) days after written notice thereof shall have
been given to Tenant by Landlord, or if default shall be made in any of the
other covenants or conditions to be kept, observed and performed by Tenant, and
such default shall continue for thirty (30) days after notice thereof in writing
to Tenant by Landlord without correction thereof then having been commenced and
thereafter diligently prosecuted, Landlord may declare the term of this Lease
ended and terminated by giving Tenant written notice of such intention, and if
possession of the Leased Premises is not surrendered, Landlord may reenter said
premises. Landlord shall have, in addition to the remedy above provided, any
other right or remedy available to Landlord on account of any Tenant default,
either in law or equity. Landlord shall use reasonable efforts to mitigate its
damages.

17.  Quiet Possession.
     ----------------

Landlord covenants and warrants that upon performance by Tenant of its
obligations hereunder, Landlord will take reasonable efforts to protect the
Leased Premises and will keep and maintain Tenant in exclusive, quiet, peaceable
and undisturbed and uninterrupted possession of the Leased Premises during the
term of this Lease.

18.  Condemnation.
     ------------

If any legally, constituted authority condemns the Building or such part thereof
which shall make the Leased Premises unsuitable for leasing, this Lease shall
cease when the public authority takes possession, and Landlord and Tenant shall
account for rental as of that date. Such termination shall be without prejudice
to the rights of either party to recover compensation from the condemning
authority for any loss or damage caused by the condemnation. Neither party shall
have any rights in or to any award made to the other by the condemning
authority.

19.  Subordination.
     -------------

Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust
or other lien presently existing or hereafter arising upon the Leased Premises,
or upon the Building and to any renewals, refinancing and extensions thereof,
but Tenant agrees that any such mortgagee shall have the right at any time to
subordinate such mortgage, deed of trust or other lien to this Lease on such
terms and subject to such conditions as such mortgagee may deem appropriate in
its discretion.

Landlord is hereby irrevocably vested with full power and authority to
subordinate this Lease to any mortgage, deed of trust or other lien now existing
or hereafter placed upon the Leased Premises of the Building, and Tenant agrees
upon demand to execute such further instruments


                                       6
<PAGE>


subordinating this Lease or attorning to the holder of any such liens as
Landlord may request. In the event that Tenant should fail to execute any
instrument of subordination herein required to be executed by Tenant promptly as
requested, Tenant hereby irrevocably constitutes Landlord as its
attorney-in-fact to execute such instrument in Tenant's name, place and stead,
it being agreed that such power is one coupled with an interest.

Tenant agrees that it will from time to time upon request by Landlord execute
and deliver to such persons as Landlord shall request a statement in recordable
form certifying that this Lease is unmodified and in full force and effect (or
if there have been modifications, that the same is in full force and effect as
so modified), stating the dates to which rent and other charges payable under
this Lease have been paid, stating that Landlord is not in default hereunder (or
if Tenant alleges a default stating the nature of such alleged default) and
further stating such other matters as Landlord shall reasonably require.

20.  Lien on Equipment.
     ------------------

Landlord shall have no rights to or interest in the Equipment other than
statutory rights granted a landlord with respect to the commercial property of a
tenant. In all other respects, the Equipment shall remain the sole property of
the Tenant. However, in the event the Tenant fails to pay the Landlord for
amounts hereunder and is in default of this Agreement, Landlord shall have a
lien upon the Equipment which shall attach in and all other personal property of
the Tenant which may be located in or upon the Premises. Customer hereby
specifically waives any and all exemption allowed by law with respect to such
lien. Such lien, subject to the rights of third parties, if any, with security
interest in the Equipment, may be enforced by Landlord for Tenant's failure to
pay amounts due hereunder by the taking and selling of such Equipment and/or
property, said sale to be made upon thirty (30) days written notice served upon
the Tenant, or such lien may be enforced in any other manner at the sole option
of Landlord. The lien provided for herein shall not be recorded as a security
interest in the Equipment and shall only arise in the event Tenant is in default
of this Agreement.

21.  Limitation of Liability and Indemnification
     -------------------------------------------

Landlord will be indemnified and held harmless by Tenant against Landlord for
any claims arising from Tenant's acts or the acts of parties engaged with
Landlord's in its activities under this Lease for:

(a) Any defacement of or damage to Tenant's equipment resulting from the
provision of the utility services provided for in Section 11, when such
defacement or damage is not the result of Landlord's negligence; and

(b) Any act or omission of the Tenant and any other company or companies
furnishing a portion of the Service or facilities, equipment or service
associated with this Agreement; and

(c) Any defacement of, or damage to, the Equipment or Premises of Tenant
resulting from the provision of Service when such defacement or damage is not
the result of the Landlord's actions.


                                       7
<PAGE>


(d) Any other direct, indirect, consequential, special, actual, or punitive
damages, or for any lost profits of any kind or nature whatsoever arising out of
the furnishings of, or interruption in, service provided hereunder, absent a
determination of willful misconduct by Landlord through judicial or
administrative proceedings;

(e) Any damages whatsoever incurred by Tenant as a result of, or arising from,
actions or omissions of other tenants whether performed willfully or
negligently; and.

(f) Any claims for libel, slander, infringement of patent or copyright, or
unauthorized trademark, trade name or service mark arising out of the material,
data, information, or other content transmitted over the Tenant's lines and
facilities;

(g) All other claims arising out of any act or omission of Tenant in connection
with any service offered by Tenant.

22.  Eminent Domain.
     ---------------

In the event of a taking of eminent domain (or a conveyance by Landlord of a or
any portion of the Building to an entity having the power of eminent domain
after receipt of actual notice of the threat of such taking) of all or any
portion of the Building so as to prevent Tenant the utilization of the Leased
Premises, this Agreement shall terminate as of the date of such taking or
conveyance with respect to the Leased Premises which is affected by such taking
or conveyance.

Tenant shall have no claim against Landlord for the value of the unexpired Term
as set forth in this Agreement (or any portion thereof), any claim or right to
any portion of the amount that might be awarded to the Landlord as a result of
any such payment for condemnation or damages. Nothing contained in this
Agreement should prohibit Tenant from seeking relief or remedy against the
condemning authority in the event of an Eminent Domain proceeding or
condemnation which effect the Leased Premises.

Landlord will notify Tenant of any potential action, Eminent Domain or otherwise
that will affect the lease arrangement and Tenant will be afforded prior of said
action 90 days to transition from the building.

23.  Notice.
     ------

Any notice required or permitted under this Lease shall be deemed sufficiently
given or served if sent by United States certified mail, return receipt
requested, addressed as follows:

         If to Landlord to:
                  TELEVISIONES COMMUNICATIONS, CORP.
                  1080 N.W. 163rd DR.
                  Miami, FL  33169


                                       8
<PAGE>


         If to Tenant to:
                  TELTRAN INTERNATIONAL GROUP LTD.
                  1 Ten Plaza, Suite 4430
                  New York, NY 10119
--------------------------------------------------------------------------------

Landlord and Tenant shall each have the right from time to time to change the
place notice is to be given under this paragraph by written notice thereof to
the other party.

24.  Brokers.
     -------

Tenant represents that Tenant was not shown the Premises by any real estate
broker or agent and that Tenant has not otherwise engaged in, any activity which
could form the basis for a claim for real estate commission, brokerage fee,
finder's fee or other similar charge, in connection with this Lease.

25.  Waiver.
     ------

No waiver of any default of Landlord or Tenant hereunder shall be implied from
any omission to take any action on account of such default if such default
persists or is repeated, and no express waiver shall affect any default other
than the default specified in the express waiver and that only for the time and
to the extent therein stated. One or more waivers by Landlord or Tenant shall
not be construed as a waiver of a subsequent breach of the same covenant, term
or condition.

26.  Memorandum of Lease.
     -------------------

The parties hereto contemplate that this Lease should not and shall not be filed
for record, but in lieu thereof, at the request of either party, Landlord and
Tenant shall execute a Memorandum of Lease to be recorded for the purpose of
giving record notice of the appropriate provisions of this Lease.

27.  Headings.
     --------

The headings used in this Lease are for convenience of the parties only and
shall not be considered in interpreting the meaning of any provision of this
Lease.

28.  Successors.
     ----------

The provisions of this Lease shall extend to and be binding upon Landlord and
Tenant and their respective legal representatives, successors and assigns.

29.  Bankruptcy
     ----------

During the initial term of this contract or any Renewal Term, if either Tenant
or Landlord shall file a petition for bankruptcy, the filing party shall
promptly notify the other party of such filing. This contract shall subsequently
be terminated, unless the filing party cures the bankruptcy within thirty (90)
days.

30.  Compliance with Law.
     -------------------

Tenant shall comply with all laws, orders, ordinances and other public
requirements now or hereafter pertaining to Tenant's use of the T1 lines and the
Leased Premises


                                       9
<PAGE>


31.  Governing Law.
     --------------

This Lease shall be governed by and construed under the laws of the State of
Florida.

32.  Jurisdiction and Venue.
     -----------------------

Tenant consents to the jurisdiction and venue of any State or Federal court of
general jurisdiction in Miami, Florida, with respect to any proceeding arising
our of this agreement.

33.  Effect of Unenforceable Provisions
     ----------------------------------

A determination by a court of competent jurisdiction that any provisions of this
Agreement or any part hereof is illegal or unenforceable shall not cancel or
invalidate the remainder of such provision of this agreement which shall remain
in full force and the provision or other provisions of this Agreement which
shall remain herein contained to be performed by the other party.

34.  Final Agreement
     ---------------

This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.


IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year
first above written.


Landlord: Televisiones Communications, Corp.
          ----------------------------------

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

Its:
    ----------------------------------------

Witness:
        ------------------------------------


--------------------------------------------
Print Name





Tenant: Teltran International Group, Ltd.
        ---------------------------------

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

Its:
    ----------------------------------------

Witness:
        ------------------------------------


--------------------------------------------
Print Name





                                       10
<PAGE>


                                    EXHIBIT A

                        LANDLORD'S RULES AND REGULATIONS

1.   Sidewalks, doorways, vestibules, halls, stairways, and similar areas shall
not be obstructed nor shall refuse, furniture, boxes or other items be placed
therein by Tenant or its officers, agents, servants, and employees, or used for
any purpose other than entering and leaving the Leased Premises, or for going
from one part of the Building to another part of the Building. Canvassing,
soliciting and peddling in the Building are prohibited.

2.   Tenants shall not do, or permit anything to be done in or about the
Building, or bring or keep anything therein, that will in any way increase the
rate of fire or other insurance on the Building, or on property kept therein or
otherwise increase the possibility of fire or other casualty.

3.   Landlord shall have the power to prescribe the weight and position of heavy
equipment or objects which may overstress any portion of the floor. All damage
done to the Leased Premises or the Building by the improper placing of such
heavy items will be repaired at the sole expense of the responsible Tenant.

4.   Tenant shall bear all risk of loss relating to damage incurred with respect
to Tenant's property in the process of such a move, and in addition, shall
indemnify and hold Landlord harmless as to all losses, damages, claims, causes
of action, costs and/or expenses relating to personal injury or property damage
sustained by Landlord or any third party on account of Tenant's moving
activities.

5.   Each Tenant shall cooperate with Landlord in keeping the Leased Premises
neat and clean. Landlord may employ a cleaning service for the Leased Premises
or the Building. Landlord is not responsible for losses caused by any such
service.

6.   Tenants shall not cause or permit any improper noises in the Building, or
allow any unpleasant odors to emanate from the Leased Premises, or otherwise
interfere, injure or annoy in any way other tenants, or persons having business
with them.

7.   No animals shall be brought into or kept in or about the Building.

8.   No boxes, crates or other such materials shall be stored in hallways
or other common areas. Tenant must dispose of crates, boxes, or other
extraordinary waste, so as to avoid having such debris visible in the common
areas during normal business hours. Landlord will provide temporary storage of
delivered equipment

9.   No machinery of any kind, other than ordinary office machines such as
typewriters and personal computers, shall be operated on Leased Premises without
the prior written consent of Landlord, nor shall a tenant use or keep on the
Leased Premises or the Building any inflammable


                                       11
<PAGE>


or explosive fluid or substance, or any illuminating materials. No space heaters
or large fans shall be operated on the Leased Premises.

10.  No bicycles, motorcycles or similar vehicles will be allowed in the
Building.

11.  No nails, hooks, or screws shall be driven into or inserted in any part of
the any building except as approved by maintenance personnel. Nothing shall be
affixed to, or made to hang from the ceiling of the Leased Premises without
Landlord's prior written consent.

12.  Landlord has the right to evacuate the Leased  Premises  and/or the
Building in the event of an emergency or catastrophe.

13.  No food and/or  beverages shall be permitted in Tenants area. Food or
and/or beverage may be permitted in the designated areas only.

14.  No additional locks shall be placed upon any doors without the prior
written consent of Landlord. All necessary keys shall be furnished by Landlord,
and the same shall be surrendered upon termination of this Lease, and Tenant
shall then give Landlord or his agent an explanation of the combination of all
locks on the doors or vaults. Tenant shall initially be given two (2) keys to
the Leased Premises by Landlord. No duplicates of such keys shall be made by
Tenants. Additional keys shall be obtained only from Landlord, at a fee to be
determined by Landlord.

15.  Tenants will not locate furnishings or cabinets adjacent to mechanical or
electrical access panels so as to prevent operating personnel from servicing
such units as routine or emergency access may require. Cost of moving such
furnishings for Landlord's access will be for Tenant's account. The lighting and
air conditioning equipment of the building will remain the exclusive charge of
Landlord.

16.  No portion of the Building shall be used for the purpose of providing
lodging.

17.  Proper business attire will be required by Tenant at all times will
occupying the building.

18.  In the event that Landlord employs any security personnel or security
service at the Building, then the personnel or service may question anyone
entering or leaving the Building or the Leased Premises. Anyone that does not
provide suitable evidence of his or her right to be about the Building may be
excluded.

19.  Tenant agrees to transport equipment in/out of the facility ONLY during
normal business hours described as Monday through Friday between the hours of 9
AM and 5 PM. or at any other time with landlord approval.

20.  Landlord reserves the right to rescind any of these rules and make such
other and further rules and regulations as in its judgment shall from time to
time be needful for the operation of the Building. Modified or new rules shall
be binding upon each tenant following delivery of written notice of the new or
modified rules.


                                       12
<PAGE>


                                    EXHIBIT B


                              CONTACT PHONE NUMBERS



LANDLORD:

         MAIN OFFICE:      305-620-3600              Ext. 116 or 137
         Mike Vazquez      305-794-4865              Cellular phone




TENANT:


CEO /Phone
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Administration contact / phone:
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Emergency contact / phone (Technical):
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Accounts Payable contact/Phone:
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                                    EXHIBIT C

                                RESTRICTED ACCESS


     The following persons will be permitted to enter the building during
     non-business hours. The Tenant shall be held completely responsible for the
     actions of those mentioned below.

COMPANY ALARM CODE_______


Name                Address                  Phone Number         *Access Code
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----------------    ----------------------   ------------------   -------------

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

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

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

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

       *Note: Please enter four digits you would like for the access code




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<PAGE>


                               ALARM INSTRUCTIONS


Only one alarm code is used per company, PLEASE make note of your code.


When entering:
1.    If outside door is locked with the dead bolt the alarm should be armed.
2.    Check for red light on alarm panel (means alarm is armed).
3.    Enter personal code and "Clear" Twice.
4.    The light should turn green.


When leaving:
1.    Enter your personal code and "Arm".
2.    Leave (lock door with dead bolt).
3.    Wait outside until the green light turns red.



If the alarm is tripped by mistake call Central at: 1-800-432-6533. Tell them
your password and what you did.



I understand that the alarm must be used after hours and I have received 2 keys
to enter the building.





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             TENANT






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