EXHIBIT 10.46


                                     LEASE



                      36 NORTH EAST SECOND STREET, L.L.C.


                                   LANDLORD



                   STARTEC GLOBAL COMMUNICATIONS CORPORATION


                                     TENANT



<PAGE>


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

ARTICLE                                                            PAGE
<S>                                                               <C>
1. USE, RESTRICTIONS ON USE AND COMPLIANCE WITH LAWS ..........     1
2. TERM .......................................................     2
3. RENT .......................................................     3
4. RENT ADJUSTMENTS ...........................................     3
5. SECURITY DEPOSIT ...........................................     5
6. ALTERATIONS ................................................     5
7. REPAIR .....................................................     6
8. LIENS ......................................................     7
9. ASSIGNMENT AND SUBLETTING ..................................     7
10. INDEMNIFICATION ...........................................     8
11. INSURANCE .................................................     9
12. WAIVER OF SUBROGATION .....................................     9
13. SERVICES AND UTILITIES ....................................     9
14. HOLDING OVER ..............................................    10
15. SUBORDINATION .............................................    10
16. RULES AND REGULATIONS .....................................    10
17. REENTRY BY LANDLORD .......................................    10
18. DEFAULT ...................................................    11
19. REMEDIES ..................................................    11
20. TENANT'S BANKRUPTCY FOR INSOLVENCY ........................    13
21. QUIET ENJOYMENT ...........................................    13
22. DAMAGE BY FIRE, ETC. ......................................    14
23. EMINENT DOMAIN ............................................    14
24. SALE BY LANDLORD ..........................................    15
25. ESTOPPEL CERTIFICATES .....................................    15
26. SURRENDER OF PREMISES .....................................    15
27. NOTICES ...................................................    15
28. TAXES PAYABLE BY TENANT ...................................    15
29. DEFINED TERMS AND HEADINGS ................................    16
30. TENANT'S AUTHORITY ........................................    16
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

ARTICLE                                                            PAGE
<S>                                                               <C>
31. COMMISSIONS ...............................................    16
32. TIME AND APPLICABLE LAW ...................................    16
33. SUCCESSORS AND ASSIGNS ....................................    16
34. ENTIRE AGREEMENT ..........................................    16
35. EXAMINATION NOT OPTION ....................................    16
36. RECORDATION ...............................................    16
37. LIMITATION OF LANDLORD'S LIABILITY ........................    17
38. MISCELLANEOUS .............................................    17
</TABLE>

     EXHIBIT A -- PREMISES
     EXHIBIT B -- INITIAL ALTERATIONS
     EXHIBIT C -- RULES AND REGULATIONS
     EXHIBIT D -- LIST OF APPROVED CONTRACTORS
     EXHIBIT E -- LOCATION OF DESIGNATED AREAS



<PAGE>

                                     LEASE

     By this Lease Landlord leases to Tenant and Tenant leases from Landlord the
Premises in the Building as set forth and described on the Reference  Page.  The
Reference Page,  including all terms defined thereon, is incorporated as part of
this Lease.

1.   USE, RESTRICTIONS ON USE AND COMPLIANCE WITH LAWS.

     1.1 The  Premises  are to be used solely for the  operation,  installation,
maintenance,  repair and  replacement  of  telecommunications  equipment and its
related  facilities  and for general  office use.  Tenant shall not do or permit
anything to be done in or about the Premises or the  Building  which will in any
way obstruct or interfere  with the rights of other  tenants or occupants of the
Building or injure,  annoy, or disturb them or allow the Premises to be used for
any improper or unlawful or objectionable  purpose.  Tenant shall not do, permit
or suffer in, on, or about the Premises the sale of any alcoholic liquor without
the written consent of Landlord first obtained,  or the commission of any waste.
Tenants  shall  comply with all  government  laws,  ordinances  and  regulations
applicable  to the use of the  Premises  and its  occupancy  and shall  promptly
comply  with  all  governmental   orders  and  directions  for  the  correction,
prevention  and abatement of any  violations in or upon, or in connection  with,
the  Premises,  related to Tenant's use of the  Premises,  all at Tenant's  sole
expense.  Tenant  shall  not do or  permit  anything  to be done on or about the
Premises or the Building or bring or keep anything into the Premises  which will
in any way  increase  the rate of,  invalidate  or prevent the  procuring of any
insurance  protecting  against  loss or  damage  to the  Building  or any of its
contents by fire or other  casualty or against  liability for damage to property
or injury to persons in or about the  Building  or any part  thereof,  provided,
however,  that Landlord  represents and warrants that Tenant's intended use as a
telecommunications  center as  provided  for in this  Lease  shall not cause any
increase  in the  rate or,  invalidate  or  prevent  the  procuring  of any such
protections.  Landlord  acknowledges  and  agrees  that  Tenant  may enter  into
agreements  with its  customers  and/or  end  users  ("Collocation  Agreements")
providing for physical  location of  telecommunication  equipment and facilities
within  the  Premises,  maintained  and  serviced  by Tenant  and  placed in the
Premises  and  Tenant's  sole  cost,  expenses  and  risk,  provided  that  such
Collocation  Agreements  shall be subordinate to the Lease and to any mortgages,
deeds of  trust,  or land  sale  contracts  now or in the  future,  against  the
Building.  Tenant may enter into Collocation  Agreements with third parties, for
the use of the Premises at the sole  discretion of Tenant,  and any provision of
the  subletting  and  assignment  provisions  of  this  Lease  to  the  contrary
notwithstanding,  such  Collocation  Agreements  shall  not be  construed  as an
assignment or sublet.

     1.2 Tenant  shall not,  and shall not  direct,  suffer or permit any of its
agents,  contractors,  employees,  licensees  or invitees to at any time handle,
use,  manufacture,  store or dispose of in or about the Premises or the Building
any (collectively  "Hazardous Materials")  flammables,  explosives,  radioactive
materials,  hazardous wastes or materials,  toxic wastes or materials,  or other
similar  substances,  petroleum products or derivatives or any substance subject
to  regulation  by or under any  Environmental  Laws,  except if handled,  used,
stored and disposed of in accordance with applicable Environmental Laws. Tenants
shall protect,  defend, indemnify and hold each and all of the Landlord Entities
(as defined in Article 29) harmless  from and against any and all loss,  claims,
liability  or costs  (including  court costs and  attorney's  fees)  incurred by
reason of any  actual or  asserted  failure of Tenant to fully  comply  with all
applicable Environmental Laws, or the presence,  handling, use or disposition in
or from the Premises of any Hazardous  Materials (even though  permissible under
all applicable Environmental Laws or the provisions of this Lease), or by reason
of any actual or  asserted  failure of Tenant to keep,  observe,  or perform any
provision of this Section 1.2.  Tenant's use of  batteries,  generator  and fuel
tank  are   acceptable,   provided   such  items  comply  with  all   applicable
Environmental  Laws and  provided  further  Tenant  removes all such items on or
prior to the termination or expiration of this Lease. Tenant agrees to indemnify
Landlord from and against any loss, cost,  damage,  lawsuit,  claim or liability
arising  from the presence of these items in the  Premises,  except if caused by
Landlord's  negligence or willful misconduct.  Landlord represents that prior to
November 4, 1998, any known friable asbestos shall be removed from the Premises,
ground floor and all risers of the Building and all known  non-friable  asbestos
in such locations shall be removed or encapsulated,  all at Landlord's cost by a
party licensed to remove  asbestos.  No other  Hazardous  Materials are known by
Landlord to exist in the Building.  Landlord  shall,  prior to the  Commencement
Date, deliver to Tenant a Certificate of Environmental Compliance, if available,
or other similar document.

     Landlord  shall  comply  with  and  shall  cause  the  Building  to  be  in
compliance  with  all applicable Laws (as hereinafter defined) as of the date of
this  Lease.  Subject  to  the  preceding sentence, Tenant shall comply with all
applicable  Laws  with  respect  to its use and occupancy of the Premises and in
its  construction of Tenant's Improvements; provided, however, Tenant shall only
be  responsible  for  making improvements to the Premises (capital or otherwise)
required  by  applicable  Laws  if the necessity arises from Tenant's use of the
Premises.  As  used  herein,  "Laws"  shall  mean all federal, state, county and
local  governmental  laws,  statutes,  codes,  ordinances,  rules,  regulations,
decrees,  orders and other such requirements now or hereafter imposed, including
but  not  limited to, the ADA and any and all Environmental Law. As used herein,
"ADA"  means  the  Americans  With  Disabilities Act of 1990 (42 U.S.C. '1201 et
seq.)  and  the  regulations and guidelines promulgated or published thereunder,
as  any  of  the  foregoing  may  from  time to time be amended. As used herein,
"Environmental  Law" means all legal requirements relating to (a) the protection

                                       1
<PAGE>


of  the  environment,  the safety and health of persons (including employees) or
the  public  welfare  from actual or potential exposure (or effects of exposure)
to  any  actual  or  potential release, discharge, disposal or omission (whether
past  or present) of any Hazardous Materials (as hereinafter defined) or (b) the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport  or  handling  of  any Hazardous Materials, including, but not limited
to,  the Comprehensive Environmental Response, Compensation and Liability Act of
1980  ("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act
of  1986,  42  U.S.C. '9601 et seq., the Solid Waste Disposal Act, as amended by
the  Resource Conversation and Recovery Act of 1976, as amended by the Solid and
Hazardous  Waste  Amendments of 1984, 42 U.S.C. '6901 et seq., the Federal Water
Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C.
'1251  et  seq.,  the  Toxic  Substances Control Act of 1976, 15 U.S.C. '2601 et
seq.,  the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C.
'1101  et  seq., the Clean Air Act of 1966, as amended, 42 U.S.C. '7401 et seq.,
the  National  Environmental Policy Act of 1975, 42 U.S.C. '4321, the Rivers and
Harbors  Act  of  1899,  33  U.S.C.  '401 et seq., the Endangered Species Act of
1973,  as  amended,  16 U.S.C. '1531 et seq., the Occupational Safety and Health
Act  of  1970,  as  amended, 29 U.S.C. '651 et seq., and the Safe Drinking Water
Act  of  1974, as amended, 42 U.S.C. '300(f) et seq., and all rules, regulations
and  guidance  promulgated  or published thereunder, as any of the foregoing may
from time to time be amended.

2.   TERM.

     2.1 The Term of this Lease  shall begin on the date  ("Commencement  Date")
which  shall be  February  1,  1999,  provided  the  Commencement  Date shall be
extended one (1) day for each day after November 4, 1998 that Landlord's Work is
not substantially  completed unless delayed because of Tenant's act or omission.
Landlord shall tender  possession of the Premises on the Commencement  Date with
all the work, if any, to be performed by Landlord  pursuant to Exhibit B to this
Lease  ("Landlord's  Work")  substantially  completed.   Unless  Tenant  advises
Landlord  in writing to the  contrary  within ten (10) days of the  Commencement
Date, it shall be assumed that  Landlord's Work is  substantially  complete upon
delivery of the Premises to Tenant. Tenant may commence any work to be performed
by Tenant while Landlord is performing Landlord's work, provided Tenant does not
cause any delay in  Landlord's  work and Tenant  indemnifies  Landlord  from and
against any loss, cost, claim, lawsuit, damage or liability incurred by Landlord
as a result of Tenant's entry onto the Premises prior to the Commencement  Date,
or the entry of Tenant's agents, employees or contractors. On or before the date
that Landlord substantially  completes Landlord's Work and deliver possession of
the Premises to Tenant,  Landlord shall provide  Tenant with temporary  power to
enable Tenant to complete its tenant finish in the Premises. Prior to performing
any actual construction work in the Premises,  Tenant must procure any necessary
building permits.  Landlord and Tenant shall execute a memorandum  setting forth
the actual  Commencement Date and Termination Date.  Subject to delays caused by
Tenant,  or its agents or  employees,  in the event that  Landlord  is unable to
deliver  the  Premises  with  Landlord's  Work  substantially  completed  before
November 4, 1998, the  Commencement  Date  specified  above shall be extended as
provided in the first sentence of this Section 2.1. After  twenty-one  (21) days
of delay, Tenant shall have the right to terminate the lease upon written notice
to Landlord within ten (10) days of the accrual of such right and Landlord shall
reimburse  Tenant for any third-party  architectural/engineering  fees and legal
expenses, up to a maximum of $50,000.00,  incurred by Tenant after September 15,
1998 through the termination date.

     2.2  Landlord  shall  permit  Tenant to occupy  the  Premises  prior to the
Commencement  Date to complete  Tenant  Improvements.  Such  occupancy  shall be
subject to all the  provisions of this Lease.  Said early  possession  shall not
advance the Commencement Date or Termination Date.

     2.3 Landlord  grants Tenant the right and option to extend the Term for the
option periods  indicated in the Renewal  Option Section of the Reference  Pages
(each a "Renewal Term"). Tenant shall notify Landlord in writing of its election
to extend  this  Lease for each  Renewal  Term not less than nine (9) months nor
more than twelve (12) months prior to the  expiration  date of the then existing
Term.  Tenant's  failure to timely exercise any option hereunder shall cause the
automatic  extinguishment  thereof, time being of the essence. Each Renewal Term
shall be upon all of the terms,  covenants,  and conditions of this Lease except
that the Annual  Rent  payable  during  the  Renewal  Term shall be ninety  five
percent  (95%) of the then  current  fair  market  rental  ("Market  Rate")  for
comparable space in the Building and in other telecommunication buildings in the
downtown Miami,  Florida area at the time of the exercise of the renewal option.
Landlord  shall advise Tenant of the fair market rental within fifteen (15) days
after receipt of written request therefor. Thereafter, Landlord and Tenant shall
agree as to fair market value. Said request shall be made no earlier than thirty
(30) days prior to the first date on which  Tenant may exercise its option under
this paragraph.  Notwithstanding the above, Tenant shall have no right to extend
or renew this Lease if (i) it is in default  beyond the  curative  period at the
time of giving its notice of  renewal;  (ii) Tenant is in default and beyond any
applicable  cure period as of the first day of the  extended  Term which was the
subject of such notice;  or (iii) neither  Tenant nor any of Tenant's  Permitted
Assignees is not occupying the Premises.

     2.4 Within thirty (30) days after  Landlord's  receipt of Tenant's  renewal
notice,  Landlord shall provide to Tenant its  determination  of the Market Rate
("Landlord's  Determination").  Within fifteen (15) days of Tenant's  receipt of
Landlord's Determination, Tenant shall either accept Landlord's Determination or
propose a different  Market Rate to Landlord.  If Landlord and Tenant are unable
to agree upon a Market Rate within  thirty (30) days after  Tenant's  receipt of
Landlord's  Determination,  then Landlord and Tenant shall,  within fifteen (15)
days of Tenant's receipt of Landlord's Determination, each simultaneously submit
to the other in writing its good faith estimate of the Market Rate.


                                       2
<PAGE>


If the higher of said  estimates  is not more than one hundred and five  percent
(105%) of the lower of such  estimates,  the Market  Rate in  question  shall be
deemed to be the average of the submitted  rates.  If otherwise,  within fifteen
(15) days thereafter, Tenant may either terminate this Lease effective as of the
Expiration  Date or establish  the rate by an  arbitration  to be held in Miami,
Florida in accordance with the Real Estate  Valuation  Arbitration  Rules of the
American Arbitration Association, except that the arbitration shall be conducted
by a single arbitrator, selected jointly by Landlord and Tenant, and shall be on
the basis that the arbitrator shall pick one of the two rates  submitted,  being
the rate which is closer to the Market Rate as determined by the arbitrator. The
parties  agree to be bound by the  decision  of the  Arbitrator,  which shall be
final  in this  and  non-appealable,  and  shall  share  equally  the  costs  of
arbitration,  and  judgment  upon the award  rendered by the  arbitrator  may be
entered in any court  having  jurisdiction  thereof.  During each of the Renewal
Terms (if applicable),  Tenant shall pay Direct Expenses and Taxes in accordance
with the provision of Paragraph 4.

3.   RENT.

     3.1  Commencing  on the Rent  Commencement  Date,  Tenant  agrees to pay to
Landlord  the  Annual  Rent in effect  from time to time by paying  the  Monthly
Installment  of Rent  then in  effect  on or  before  the first day of each full
calendar month during the Term. The Monthly Installment of Rent in effect at any
time shall be  one-twelfth  of the Annual Rent in effect at such time.  Rent for
any period  during the Term which is less than a full month  shall be a prorated
portion of the Monthly  Installment  of Rent based upon a thirty (30) day month.
Said rent shall be paid to  Landlord,  without  deduction  or offset and without
notice or demand, at the Landlord's address, as set forth on the Reference Page,
or to such other person or at such other place as Landlord may from time to time
designate  in  writing.  Notwithstanding  the above and  subject to Section  2.1
above,  Tenant's  rent  commencement  date shall begin sixty (60) days after the
Commencement Date ("Rent Commencement Date").  Landlord and Tenant shall execute
an  amendment  to the Lease  setting  forth the final  Rent  Commencement  Date.
Commencing on the first  anniversary of the Rent  Commencement  Date and on each
anniversary thereafter, including during any Renewal Term, the Annual Rent shall
increase Fifty Cents ($0.50) per rentable square foot.

     3.2 Tenant  recognizes  that the late  payment of any rent or other sum due
under this Lease will result in administrative  expense to Landlord,  the extent
of which additional expense is extremely difficult and economically  impractical
to ascertain.  Tenant therefore agrees that if rent or any other sum is not paid
by the tenth  (10th) day of each  month,  a late  charge  shall be imposed in an
amount  equal to a sum equal to five  percent  (5%) of the unpaid  rent or other
payment.  The amount of the late charge to be paid by Tenant shall be reassessed
and added to Tenant's  obligation for each successive monthly period until paid.
The provisions of this Section 3.2 in no way relieve Tenant of the obligation to
pay rent or other  payments on or before the date on which they are due,  nor do
the terms of this Section 3.2 in any way affect Landlord's  remedies pursuant to
Article 19 of this Lease in the event said rent or other payment is unpaid after
date due.

4.   RENT ADJUSTMENTS.

     4.1 For the purpose of this Article 4, the  following  terms are defined as
follows:

          4.1.1 LEASE YEAR:  Each calendar year falling  partly or wholly within
the Term.

          4.1.2 DIRECT  EXPENSES : All direct costs of  operation,  maintenance,
repair and management of the Building (including the amount of any credits which
Landlord  may grant to  particular  tenants of the Building in lieu of providing
any  standard  services or paying any standard  costs  described in this Section
4.1.2 for similar tenants),  as determined in accordance with generally accepted
accounting principles, including the following costs by way of illustration, but
not limitation: water and sewer charges; insurance charges of or relating to all
insurance  policies  and  endorsements  deemed  by  Landlord  to  be  reasonably
necessary  or  desirable   and  relating  in  any  manner  to  the   protection,
preservation,  or operation of the Building or any part thereof;  utility costs,
including,  but not limited  to, the cost of heat,  light,  electricity,  power,
steam,  gas, and waste disposal;  the cost of janitorial  services;  the cost of
security and alarm  services;  window  cleaning  costs;  labor costs;  costs and
expenses of  managing  the  Building  including  management  fees (not to exceed
normal and customary  management fees for similar  buildings);  air conditioning
maintenance costs;  elevator maintenance fees and supplies;  material costs; the
cost of maintenance,  repair and service agreements; purchase costs of equipment
other than capital items;  tool costs;  licenses,  permits and inspection  fees;
wages and salaries of on-site Building personnel;  employee benefits and payroll
taxes;  accounting and legal fees (except legal fees in connection with specific
tenant  leases);  any  sales,  use  or  service  taxes  incurred  in  connection
therewith. Notwithstanding the above, Direct Expenses shall not include:

               (a)  commission  payable  to any real  estate  broker(s)  for the
leasing of space in the Building;

               (b) the cost of any work done by Landlord  for and at the expense
of any particular tenant(s) in the Building which do not benefit Tenant;


                                       3
<PAGE>


               (c) interest or penalties for overdue payments of Taxes;

               (d) the cost to Landlord of repairs  made, or other work done, by
Landlord  as a result of fire,  windstorm  or other  insurable  casualty  to the
extent for which Landlord has received insurance proceeds, or by the exercise of
eminent  domain,  provided,  however,  that this exclusion for eminent domain is
limited  to the  amount  of the  condemnation  award  received  by  Landlord  in
compensation for such repairs or other work;

               (e)  attorney's  fees and court  costs and  other  such  expenses
incurred  by Landlord  in  connection  with the  negotiation  of  disputes  with
existing or prospective tenants of the Building;

               (f) the costs to Landlord of renovating,  decorating, painting or
redecorating interior space for the actual premises of tenants of the Building;

               (g) amounts for which  reimbursement has been made to Landlord by
tenants of the Building for "extra hours" services  rendered to them by Landlord
for which Tenant does not benefit;

               (h) interest on debt or  amortization  payments on any  mortgages
and/or  rental  under  any  ground  or  underlying  leases  covering  Landlord's
Property;

               (i)   compensation   paid  by  Landlord  to  persons  engaged  in
commercial  concessions  operated  by  Landlord  (and not by a third  party)  on
Landlord's  Property  (e.g.,  a newspaper  stand or  shoeshine  service or valet
parking);

               (j) expenses paid by Landlord for the  advertising  and promotion
of rental space in the Building;

               (k) fines,  penalties or other costs  incurred by Landlord due to
its violation of any governmental laws;

               (l) costs  incurred by Landlord for the  purchase of  sculptures,
paintings or other objects of art for Landlord's Property, if any;

               (m) depreciation expense on the Building;

               (n) the overtime hours charges for electricity  used and paid for
by other tenants;

               (o) salaries,  wages and benefits of Landlord's  employees  above
the level of "Building Manager".

          4.1.3  TAXES:  Real  estate  taxes and any other  taxes,  charges  and
assessments  which  are  levied  with  respect  to  the  Building  or  the  land
appurtenant to the Building,  or with respect to any improvements,  fixtures and
equipment  or other  property  of  Landlord,  real or  personal,  located in the
Building  and used in  connection  with the  operation  of the Building and said
land, any payments to any ground lessor in reimbursement of tax payments made by
such  lessor;  and  all  fees,  expenses  and  costs  incurred  by  Landlord  in
investigating,  protesting,  contesting or in any way seeking to reduce or avoid
increase in any  assessments,  levies or the tax rate pertaining to any Taxes to
be paid by  Landlord in any Lease  Year.  Taxes shall not include any  corporate
franchise, or estate, inheritance or federal or state income tax, or tax imposed
upon any transfer by Landlord of its interest in this Lease or the Building.  In
the event that during the Base Year, as hereafter  defined,  the Building is not
fully rented and occupied Landlord shall make an appropriate adjustment in Taxes
for such year for the  purpose  of  avoiding  distortion  of the  amount of such
Taxes,  and the adjustment so determined  shall be deemed to have been Taxes for
such year.  Base Year,  as used in this Lease shall mean the calendar  year 1999
for the original Term; the calendar year 2009 for the first Renewal Option;  and
the calendar year 2014 for the second Renewal Option.

     4.2 Tenant shall pay as  additional  rent for each  calendar  year Tenant's
Proportionate  Share of any increase in Direct  Expenses and Taxes  incurred for
such calendar year,  above the amount of such Direct  Expenses and Taxes for the
Base  Year.   Notwithstanding   anything   herein  to  the  contrary,   Tenant's
Proportionate  Share of Direct  Expenses  (excluding  common area  utilities and
insurance)  for any  calendar  year after the Base Year shall not exceed 105% of
Tenant's Proportionate Share of Direct Expenses (excluding common area utilities
and  insurance)  for  the  immediately  preceding  calendar  year  ("CAM  Cap");
provided,  however,  if the  Tenant's  Proportionate  Share of  Direct  Expenses
(excluding  common  area  utilities  and  insurance)  in any  calendar  year  as
calculated  as if there were no CAM Cap  ("Uncapped  CAM Costs") is greater than
Tenant's Proportionate Share of Direct Expenses (excluding common area utilities
and insurance) as calculated  pursuant to the CAM Cap ("Capped CAM Costs"),  the
difference  between  the  Uncapped  CAM  Costs and the  Capped  CAM Costs may be
accumulated and applied toward Tenant's  Proportionate  Share of Direct Expenses
(excluding  utilities  and  insurance)  in any  future  calendar  year in  which
Tenant's  Uncapped  CAM Costs  are less  than the  Capped  CAM  Costs.  However,
Tenant's Proportionate Share of Direct Expenses


                                       4
<PAGE>


(excluding  utilities and insurance) in any given calendar year shall not exceed
the Capped CAM Costs for the given calendar year.

     4.3 The annual  determination  of Direct Expenses shall be made by Landlord
and if certified by a nationally  recognized firm of public accountants selected
by Landlord.  In the event that during the Base Year,  the Building is not fully
rented and occupied Landlord shall make any appropriate  adjustment in occupancy
related Direct  Expense for such year for the purpose of avoiding  distortion of
the  amount of such  Direct  Expenses  to be  attributed  to Tenant by reason of
variation in total occupancy of the Building,  by employing sound accounting and
management  principals to determine Direct Expenses that would have been paid or
incurred by Landlord had the Building  been fully rented and  occupied,  and the
amount so  determined  shall be deemed to have  been  Direct  Expenses  for such
calendar year.

     4.4 Prior to the actual  determination  thereof for a Lease Year,  Landlord
may once a year estimate  Tenant's  liability for Direct  Expenses  and/or Taxes
under Section 4.2 and Article 28 for the Lease Year or portion thereof. Landlord
will give Tenant written  notification of the amount of such estimate and Tenant
agrees that it will pay, by increase of its Monthly  Installments of Rent due in
such  Lease  Year,  additional  rent in the  amount of such  estimate.  Any such
increased  rate of Monthly  Installments  of Rent  pursuant to this  Section 4.4
shall remain in effect until further  written  notification  to Tenant  pursuant
hereto.

     4.5 When the above mentioned actual determination of Tenant's liability for
Direct  Expenses  and/or  Taxes is made for any Lease Year and when Tenant is so
notified in writing, then:

          4.5.1 If the total  additional  rent Tenant  actually paid pursuant to
Section  4.4 on account of Direct  Expenses  and/or  Taxes for the Lease Year is
less than Tenant's liability for Direct Expenses and/or Taxes, then Tenant shall
pay such  deficiency to Landlord as additional  rent in one lump sum within (30)
days of receipt of Landlord's bill therefor; and

          4.5.2 If the total  additional  rent Tenant  actually paid pursuant to
Section  4.4 on account of Direct  Expenses  and/or  Taxes for the Lease Year is
more than Tenant's  liability for Direct  Expenses  and/or Taxes,  then Landlord
shall  credit the  difference  against  the then next due  payments  of Rent and
Direct Expenses and Taxes, if the Term has ended, shall be paid to Tenant within
thirty (30) days after the date Landlord makes any such determination.

     4.6 If the Commencement  Date is other than January 1 or if the Termination
Date is other than December 31, Tenant's liability for Direct Expenses and Taxes
for the Lease  Year in which said Date  occurs  shall be  prorated  based upon a
three hundred sixty-five (365) day year.

     4.7 In the event any dispute  arises  between  Landlord  and Tenant,  as to
Direct Expenses, Tenant shall have the right, upon reasonable notice, to inspect
Landlord's  records  concerning the Direct  Expenses of the Building.  If, after
such inspection,  Tenant  continues to dispute Direct Expenses,  Tenant shall be
entitled to retain an  independent  accountant  or  accountancy  frim that has a
specialty in auditing  operting  expenses to conduct an audit. If Tenant's audit
reveals that Landlord has overchanged  Tenant,  after Landlord has been afforded
an  opportunity  to explain  any  contrary  position  on the matter to  Tenant's
accounting frim (with any disputes being resolved in good faith by the parties),
then Tenant shall  receive a credit  against the next month's Rent in the amount
of such  overcharge.  If the audit  reveals that Tenant was  undercharged,  then
within  five (5) days  after the  results of such  audit are made  available  to
Tenant,  Tenant shall  reimburse  Landlord  for the amount of such  undercharge.
Tenant shall pay the cost of any audits  requested  by Tenant,  unless any audit
reveals that  Landlord's  determination  of the Direct  Expenses was in error by
more than five percent (5%), in which case,  Landlord shall pay the cost of such
audit.  Except in the event of fraud by Landlord,  failure on the part of tenant
to object to the Direct Expense  Statement within one (1) year after its receipt
thereof shall be conclusively  deemed  Tenant's  approval of such Direct Expense
Statement.  All inspections shall be made at Landlord's  offices,  during normal
business hours, with at least ten (10) days prior written notice.

5.   SECURITY DEPOSIT. Intentionally Omitted.

6.   ALTERATIONS.

     6.1 Except for those,  if any,  specifically  provided  for in Exhibit B to
this  Lease,  Tenant  shall  not  make or  suffer  to be made  any  alterations,
additions,  or  improvements,  including,  the  attachment  of any  fixtures  or
equipment  in, on, or to the  Premises or any part  thereof or the making of any
improvements as required by Article 7 ("Alterations"), without the prior written
consent of Landlord.  When applying for such consent, Tenant shall, if requested
by landlord,  furnish complete plans and  specifications  for such  alterations,
additions  and  improvements,  if  applicable.  Landlord's  consent shall not be
unreasonably  withheld,  conditioned  or delayed for  nonstructural  Alterations
which are not visible from the exterior of the Premises.


                                       5
<PAGE>

     6.2 In the event  Landlord  consents to the making of any such  alteration,
addition or improvement by Tenant, the same shall be made by a licensed,  bonded
and insured contractor  approved by Landlord,  such approval not be unreasonably
withheld,  conditioned or delayed,  at Tenant's sole cost and expense. If Tenant
shall employ any contractor other than Landlord's pre-approved  contractor,  and
such other contractor or any subcontractor of such other contractor shall employ
labor and/or  suppliers,  then Tenant shall be responsible for and hold Landlord
harmless from any and all delays,  damages and extra costs  suffered by Landlord
as a result of any dispute with any labor concerning the wage,  hours,  terms or
conditions of the employment of any such labor.

     6.3 All alterations,  additions,  and improvements proposed by Tenant shall
be constructed in accordance  with all government  laws,  ordinances,  rules and
regulations  and Tenant shall,  prior to  construction,  provide the  additional
insurance  required under Article 11 in such case, and also all such  assurances
to Landlord,  including but not limited to,  waivers of lien, as Landlord  shall
require to assure  payment of the costs thereof and to protect  Landlord and the
Building  and   appurtenant   land   against  any  loss  from  any   mechanic's,
materialmen's  or other  liens.  Tenant  shall pay in  addition  to any sums due
pursuant to Article 4, any  increase in real estate  taxes  attributable  to any
such alteration,  addition or improvement for so long,  during the Term, as such
increase is ascertainable; at Landlord's election said sums shall be paid in the
same way as sums due under Article 4.

     6.4  All  alterations,  additions,  and  improvements,  in,  on , or to the
Premises or in, on or to the Building  made or  installed  by Tenant,  including
carpeting,  shall be and  remain  the  property  of Tenant  during the Term but,
excepting furniture, furnishings, telecommunication switch equipment, batteries,
generators,  condensers, dry coolers,  conduits,  cabling, pull boxes, and other
telecommunication  related  facilities,  movable  partitions  of less  than full
height  from floor to ceiling and other  trade  fixtures,  all of which shall be
removed from the Premises and the Building at Tenant's expense if required to be
removed  by  Landlord  in a  written  document  delivered  to Tenant at the time
Landlord approves Tenant's plans and specifications and the Premises restored to
its original condition,  and any remaining improvements,  shall become a part of
the  realty and  belong to  Landlord  without  compensation  to Tenant  upon the
expiration or sooner  termination of the Term, at which time title shall pass to
Landlord  under  this  Lease  as by a  bill  of  sale,  unless  Landlord  elects
otherwise. Upon such election by Landlord, Tenant shall upon demand by Landlord,
at Tenant's sole cost and expense,  forthwith and with all due diligence  remove
any such  alterations,  additions  or  improvements,  including  any  which  are
designated  by Landlord to be removed,  and Tenant shall  forthwith and with all
due  diligence,  at its sole costs and expense,  repair and restore the Premises
and the  Building  to their  original  condition,  reasonable  wear and tear and
damage by fire or other casualty excepted.

7.   REPAIR.

     7.1 Landlord shall have no obligation to alter, remodel,  improve,  repair,
decorate or paint the Premises or the Building, except as specified in Exhibit B
if attached to this Lease and except that Landlord shall repair and maintain the
structural portions of the Building,  including the roof and the basic plumbing,
common  area air  conditioning,  heating and  electrical  systems  installed  or
furnished by Landlord and all common areas of the Building in working  order and
condition. By taking possession of the Premises, Tenant accepts them as being in
good order  condition  and  repair and in the  condition  in which  Landlord  is
obligated  to  deliver  them  subject  to the items  set forth on the  punchlist
prepared in accordance with Section 2.1. It is hereby understood and agreed that
no representations respecting the condition of the Premises or the Building have
been made by Landlord to Tenant, expect as specifically set forth in this Lease.

     7.2 Tenant shall at its own cost and expense keep and maintain all parts of
the Premises and  improvements  therein in good  condition,  promptly making all
necessary  repairs and  replacements,  whether ordinary or  extraordinary,  with
materials  and  workmanship  of the  same  character,  kind and  quality  as the
original (including,  but not limited to, repair and replacement of all fixtures
installed by Tenant,  windows,  glass and plate glass, doors, any special office
entries, interior walls and finish work, floors and floor coverings, heating and
air conditioning  systems serving the Premises,  electrical systems and fixtures
and  sprinkler  systems),  if  applicable.  Tenant  as part  of its  obligations
hereunder  shall keep the  Premises in a clean and  sanitary  condition.  Tenant
will, as far as possible keep all such parts of the Premises from  deterioration
due to  ordinary  wear and from  falling  temporarily  out of  repair,  and upon
termination  of this  Lease in any way  Tenant  will  deliver  the  Premises  to
Landlord in good condition and repair,  loss by fire or other casualty  excepted
and ordinary wear and tear excepted.  Tenant shall, at its own cost and expense,
repair any damage to the Premises or the Building  resulting  from and/or caused
in whole or in part by Tenant,  its agents,  employees,  invitees,  or any other
person entering upon the Premises as a result of Tenant's business activities or
caused by Tenant's default hereunder.

     7.3 Landlord  shall not be liable for any failure to make any repairs or to
perform any  maintenance  unless such failure shall persist for an  unreasonable
time which shall be determined in Landlord's reasonable discretion after written
notice  of the need of such  repairs  or  maintenance  is given to  Landlord  by
Tenant.

     7.4 Except as provided in Articles  22, there shall be no abatement of rent
and no  liability  of Landlord by reason of any injury to or  interference  with
Tenant's  business  arising  from the  making  of any  repairs,  alterations  or
improvements  in or to  any  portion  of the  Building  or  the  Premises  or to
fixtures,  appurtenances  and equipment in the Building unless due to Landlord's
negligence or willful  misconduct,  in which event, after three (3) days, Tenant
shall  receive  one (1) day of Rent  abatement  for each day Tenant is unable to
operate in the Premises  until Tenant can again



                                       6
<PAGE>


operate in the Premises. Except to the extent, if any, prohibited by law, Tenant
waives the right to make repairs at Landlord's expense under any law, statute or
ordinance now or hereafter in effect.

     7.5 Tenant  shall,  at its own cost and  expense,  enter  into a  regularly
scheduled preventive  maintenance/service contract with a maintenance contractor
and/or an employee certified by manufacturer, selected by Tenant and approved by
Landlord for servicing all heating and air  conditioning  systems and batteries,
generators  and fuel tanks  serving the Premises  (and a copy  thereof  shall be
furnished to Landlord). The service contract must include all services suggested
by the  equipment  manufacturer  in the  operation/maintenance  manual  and must
become effective within thirty (30) days after the Commencement Date.

     7.6 In recognition of Tenant's use,  Landlord shall use good-faith  efforts
to provide  Tenant  (except in the case of  emergency,  in which event  Landlord
shall use reasonable efforts, but shall not be required,  to provide Tenant with
prior  notice)  not less than twenty  four (24) hours  prior  written  notice of
Landlord's  intent to enter the Premises  provided  such entry shall not disrupt
Tenant's service to its clients,  and not less than forty eight (48) hours prior
written  notice of Landlord's  intention to enter the Premises to effect planned
repairs (including, but not limited to electrical,  mechanical or plumbing work)
if such work will  materially  disrupt  and/or  interfere  with the  business of
Tenant  within the  Premises or Building in a manner which will,  in  Landlord's
reasonable  opinion,  affect  Tenant's  use.  In such  circumstances  Tenant and
Landlord will cooperate to determine an appropriate time.  Further, in emergency
situations  Landlord  shall  use  reasonable  care  and  precaution  in order to
minimize the disruptions in Tenant's business.

     8. LIENS. Tenant shall keep the Premises, the Building and appurtenant land
and Tenant's  leasehold interest in the Premises free from any liens arising out
of any services,  work or materials performed,  furnished,  or contracted for by
Tenant, or obligations incurred by Tenant.  Notice is hereby given that Landlord
shall not be liable for any work  performed or to be performed on the  Premises,
or for any materials furnished or to be furnished at or to the Premises,  or any
building  or  improvements  thereon,  for Tenant or any  subtenant,  and that no
mechanic's or other lien for such work or materials shall attach to the interest
of Landlord.  This Lease specifically  prohibits the subjecting of the Premises,
or any part of it, to any liens for  improvements  Tenant  makes or causes to be
made or for which  Tenant is directly or  indirectly  responsible  for  payment.
Pursuant to Section 713.10,  Florida  Statutes,  all persons dealing with Tenant
are hereby given  notice of this  provision,  and Tenant  hereby  covenants  and
agrees to provide all persons dealing with Tenant with a copy of this Section 8.
If, in connection with any work being performed by Tenant or any subtenant or in
connection with any materials  being  furnished to Tenant or any subtenant,  any
mechanic's  lien or other  lien or  charge  shall be filed or made  against  the
Premises or any building or improvements  thereon or any part thereof, or if any
such lien or  charge  shall be filed or made  against  Landlord  as owner,  then
Tenant, at Tenant's cost and expense, within thirty (30) days after such lien or
charge  shall have been filed or made (but in any event  prior to  foreclosure),
shall cause the same to be cancelled and discharged of record by payment thereof
or filing a bond or  otherwise,  and  shall  also  defend  any  action,  suit or
proceeding which may be brought for the enforcement of such lien or charge,  and
shall pay any damages,  costs and expenses,  including attorneys' fees, suffered
or incurred  therein by Landlord,  and shall  satisfy and discharge any judgment
entered  therein  within  thirty  (30) days from  entering  of such  judgment by
payment  thereof or filing of a bond, or otherwise.  In the event of the failure
of Tenant to discharge within the  above-mentioned  thirty (30)-day period,  any
lien,  charge or judgment  herein  required to be paid or  discharged by Tenant,
Landlord  may pay such items or discharge  such  liability by payment or bond or
both, and Tenant will repay to Landlord,  upon demand,  any and all amounts paid
by Landlord  therefor,  or by reason of any liability on any such bond, and also
any and all incidental expenses,  including attorneys' fees and costs,  incurred
by Landlord in connection therewith.

9.   ASSIGNMENT AND SUBLETTING.

     9.1  Tenant  shall not have the right to assign or pledge  this Lease or to
sublet the whole or any part of the Premises whether voluntarily or by operation
of law, or permit the use or  occupancy  of the  Premises  by anyone  other than
Tenant,  and shall not make,  suffer or permit such  assignment,  subleasing  or
occupancy  without the prior written  consent of Landlord not to be unreasonably
withheld  or delayed  and said  restrictions  shall be binding  upon any and all
assignees  of the Lease and  subtenants  of the  Premises.  In the event  Tenant
desires to sublet,  or permit such  occupancy of, the  Premises,  or any portion
thereof,  or assign this Lease,  Tenant  shall give  written  notice  thereof to
Landlord at least  thirty (30) days prior to the proposed  commencement  date of
such  subletting  or  assignment,  which  notice shall set forth the name of the
proposed subtenant or assignee, the relevant terms of any sublease or assignment
and copies of financial  reports and other relevant  financial reports and other
relevant financial information of the proposed subtenant or assignee.

     9.2 Notwithstanding  any assignment or subletting,  permitted or otherwise,
Tenant shall at all times remain directly,  primarily and fully  responsible and
liable for the payment of the rent  specified  in this Lease and for  compliance
with all of its other obligations  under the terms,  provisions and covenants of
this Lease.  Upon the occurrence of an Event of Default,  if the Premises or any
part of them are then  assigned  or sublet,  Landlord,  in addition to any other
remedies provided in this Lease or provided by law, may, at its option,  collect
directly  from such  assignee or  subtenant  all rents due and  becoming  due to
Tenant  under such  assignment  or sublease and apply such rent against any sums
due



                                       7
<PAGE>


to  Landlord  from  Tenant  under this Lease,  and no such  collection  shall be
construed  to  constitute  a  novation  or release  of Tenant  from the  further
performance of Tenant's obligations under this Lease.

     9.3 In the event that Tenant  sells,  sublets,  assigns or  transfers  this
Lease,  Tenant shall pay to Landlord as additional rent an amount equal to fifty
percent  (50%)  of any  Increased  Rent  (as  defined  below)  when  and as such
Increased Rent is received by tenant. As used in this Section,  "Increased Rent"
shall mean the excess of (i) all rent and other  consideration  which  Tenant is
entitled  to  receive  by  reason  of any sale,  sublease,  assignment  or other
transfer of this Lease,  over (ii) the rent  otherwise  payable by Tenant  under
this  Lease at such time.  For  purposes  of the  foregoing,  any  consideration
received  by Tenant in form other  than cash shall be valued at its fair  market
value as determined by Landlord in good faith. Tenant's expenses of assigning or
subletting   (including  brokerage   commissions,   reasonable  legal  fees  and
reasonable  costs of redecorating the space for the assignee or subtenant) shall
also be deducted in determining the "Increased Rent".

     9.4 Notwithstanding any other provision hereof,  Tenant shall have no right
to make any  assignment of this Lease or sublease of any portion of the Premises
if at the time of either Tenant's notice of the proposed  assignment or sublease
or the  proposed  commencement  date  thereof,  there  shall  exist any Event of
Default of Tenant or matter  which will become a default of Tenant with  passage
of time unless cured, or if the proposed assignee or sublessee is an entity: (a)
with which  Landlord is already in negotiation as evidenced by the issuance of a
written  proposal;  (b)  is  already  an  occupant  of  the  Building;  (c) is a
governmental  agency; (d) is incompatible with the character or occupancy of the
Building;  or (e) would  subject the Premises to a use which would:  (i) violate
any exclusive right granted to another tenant of the Building;  (ii) require any
addition to or  modification  of the Premises or the Building in order to comply
with  building  code or other  governmental  requirements;  or, (iii)  involve a
violation of Section 1.2.

     9.5 The assignment or other transfer of Tenant's  interest under this Lease
or the  sublease of the  Premises of an  affiliate,  subsidiary  or successor of
Tenant shall not be deemed an  assignment  or  subletting  of the Premises as to
which Tenant must obtain Landlord's consent (however, Tenant must provide thirty
(30) days prior written notice to Landlord).  The terms affiliate and subsidiary
and successor shall have the following meaning:

          (a) any  corporation  which  directly  or  indirectly  controls  or is
controlled by or is under common control with Tenant.

          (b) any subsidiary, meaning any corporation not less than 50% of whose
outstanding stock shall, at the time, be owned directly or indirectly by Tenant.

          (c) any successor, meaning:

               (i) A corporation into which or with which Tenant,  its corporate
successors or assigns,  is merged or consolidated in accordance with applicable,
statutory  provisions for merger or consolidation of corporations,  but only if,
by operation of law or by effective  provisions  contained in the instruments of
merger or  consolidation,  the liabilities of the corporations  participating in
such merger or  consolidation  are  assumed by the  corporation  surviving  such
merger or created by such consolidation; or,

               (ii) Any corporation acquiring this Lease and the Premises hereby
demised and a  substantial  portion of the  property  and assets of Tenant,  its
corporate successors or assigns; or

               (iii) Any corporation or successor  corporation  becoming such by
either of the methods described in Subsections (a) or (b) above, but only if, on
the completion of such merger,  consolidation,  acquisition,  or assumption, the
successor  has a net  worth in  excess  of  Tenant's  immediately  prior to such
merger,  consolidation,  acquisition or assumption.  Acquisition by Tenant,  its
corporate  successors  or  assigns,  of a  substantial  portion  of the  assets,
together with the assumption of all or  substantially  all the  obligations  and
liabilities  of any  corporation,  shall be deemed a merger of such  corporation
into Tenant for purposes of this Section.

10.  INDEMNIFICATION.  None of the Landlord  Entities shall be liable and Tenant
hereby  waives all claims  against  them for any damage to any  property  or any
injury to any person in or about the  Premises  or the  Building  by or from any
cause  whatsoever  (including  without  limiting  the  foregoing,  rain or water
leakage  of any  character  from the  roof,  windows,  walls,  basement,  pipes,
plumbing  works or  appliances,  the  Building  not being in good  condition  or
repair, gas, fire, oil, electricity or theft), except to the extent caused by or
arising from the  negligence  or willful  misconduct  of Landlord or its agents,
employees or contractors.  Tenant shall protect, indemnify and hold the Landlord
Entities harmless from and against any and all loss, claims,  liability or costs
(including court costs and attorney's fees) incurred by reason of (a) any damage
to any property  (including but not limited to property of any Landlord  Entity)
or any injury  (including but not limited to death) to any person  occurring in,
on or about the  Premises  or the  Building  to the extent  that such  injury or
damage  shall be caused by or arise  from any act or  omission  of  Tenant,  its
agents,  servants,  employees,   invitees,  or  visitors;  (b)  the  conduct  or
management  of any work or thing  whatsoever  done by the Tenant in or about the
Premises;  or (c) Tenant's failure to comply with any and all governmental laws,
ordinances and regulations applicable to the condition or use of the Premises or
its occupancy which are Tenant's  responsibility under


                                       8
<PAGE>


the Lease.  The provisions of this Article shall survive the termination of this
Lease  with  respect  to  any  claims  or  liability   accruing  prior  to  such
termination.  Tenant shall not be liable and Landlord  hereby  waives all claims
against  Tenant for any damage to any property or any injury to any person in or
about the  Premises or the Building by or from any cause  whatsoever  (including
without limiting the foregoing,  rain or water leakage of any character from the
roof,  windows,  walls,  basement,  pipes,  plumbing  works or  appliances,  the
Building not being in good condition or repair,  gas, fire, oil,  electricity or
theft), except to the extent caused by or arising from the negligence or willful
misconduct of Tenant or its agents,  employees or  contractors.  Landlord  shall
protect,  indemnify and hold Tenant  harmless from and against any and all loss,
claims,  liability or costs (including court costs and attorney's fees) incurred
by reason of (a) any damage to any  property  or any injury  (including  but not
limited to death) to any person  occurring  in, on or about the  Premises or the
Building to the extent  that such  injury or damage  shall be caused by or arise
from any act or omission of Landlord, its agents, servants, employees, invitees,
or visitors;  or (b) the conduct or management  of any work or thing  whatsoever
done by the Landlord in or about the  Premises.  The  provisions of this Article
shall  survive  the  termination  of this  Lease  with  respect to any claims or
liability accruing prior to such termination.

11.  INSURANCE.

     11.1  Tenant  shall keep in force  throughout  the Term:  (a) a  Commercial
General Liability  insurance policy or policies to protect the Landlord Entities
against  any  liability  to the public or to any invitee of Tenant or a Landlord
Entity  incidental to the use of or resulting from any accident  occurring in or
upon the Premises with a limit of not less than $2,000,000.00 per occurrence and
not less than $4,000,000.00 in the annual aggregate (part of which may come from
an umbrella insurance  policy),  or such larger amount as Landlord may prudently
require from time to time,  covering bodily injury and property damage liability
and  $1,000,000  products/completed  operations  aggregate;  (b)  Business  Auto
Liability covering owned,  non-owned and hired vehicles with a limit of not less
than $1,000,000 per accident;  (c) insurance  protecting against liability under
Worker's  Compensation  Laws with limits at least as  required  by statute;  (d)
Employers  Liability  with limits of $500,000 each  accident,  $500,000  disease
policy  limit,  $500,000  disease--each  employee;  (e) All Risk or Special Form
coverage  protecting  Tenant against loss of or damage to Tenant's  alterations,
additions,  improvements,  carpeting,  floor coverings,  paneling,  decorations,
fixtures,  inventory and other business  personal  property situated in or about
the Premises to the full replacement value of the property so insured;  and, (f)
Business Interruption  Insurance with limit of liability representing loss of at
least approximately six months of rent.

     11.2 Each of the  aforesaid  policies  shall (a) be  provided  at  Tenant's
expense; (b) name the Landlord Entities and building management company, if any,
as  additional  insureds  as their  interests  may  appear;  (c) be issued by an
insurance  company with a minimum  Best's rating of "A:VII" during the Term; and
(d) provide that said  insurance  shall not be canceled  unless thirty (30) days
prior written notice (ten days for non-payment of premium) shall have been given
to the Landlord;  and said policy or policies or  certificates  thereof shall be
delivered  to the  Landlord  by Tenant upon the  Commencement  Date and at least
thirty (30) days prior to each renewal of said insurance.

     11.3 Whenever  Tenant shall  undertake any  Alterations in, to or about the
Premises ("Work") the aforesaid insurance  protection must extend to and include
injuries to persons and damage to property arising in connection with such Work,
without limitation including liability under any applicable structural work act,
and such other  insurance  as Landlord  shall  require;  and the  policies of or
certificates  evidencing  such  insurance must be delivered to Landlord prior to
the commencement of any such Work.

12.  WAIVER OF  SUBROGATION.  So long as their  respective  insurers  so permit,
Tenant and Landlord  hereby mutually waive their  respective  rights of recovery
against each other for any loss insured by fire, extended coverage, All Risks or
other  insurance  now or hereafter  existing  for the benefit of the  respective
party but only to the extent of the net  insurance  proceeds  payable under such
policies.  Each party shall  obtain any special  endorsements  required by their
insurer to evidence compliance with the aforementioned waiver.

13.  SERVICES AND UTILITIES.

     13.1  Subject to the other  provisions  of this Lease,  Landlord  agrees to
furnish  to the  common  areas  of the  Building,  the  following  services  and
utilities  subject to the rules and regulations of the Building  prescribed from
time to time: (a) water suitable for normal office use of the Premises; (b) heat
and air conditioning  required in Landlord's judgment for the use and occupation
of the common areas of the  Building;  (c) cleaning and  janitorial  service for
common areas; (d) elevator service by nonattended automatic elevators;  (e) such
window  washing as may from time to time in  Landlord's  judgment by  reasonably
required;  and, (f) provisions to bring electricity to the floor of the Premises
an amount  equal to no less than 800 amps @ 480V on or before  the  Commencement
Date with  ultimate  requirement  of 1,250 amps @ 480V on or before one  hundred
eighty (180) days after the Rent Commencement Date. To the extent that Tenant is
not billled  directly by a public  utility,  Tenant shall pay,  upon demand,  as
additional rent, for all electricity  used by Tenant in the Premises,  including
the usage of any temporary  power  supplied to Tenant prior to the  Commencement
Date. The charge shall be at the pro rata rates charged for such services by the
local public utility.  Landlord shall not be liable for, and Tenant shall not be
entitled  to,  any  abatement  or  reduction  of rental by reason of  Landlord's
failure to furnish any of the  foregoing,  unless such failure shall persist for
an  unreasonable  time after written


                                       9
<PAGE>


notice of such failure is given to Landlord by Tenant and provided  further that
Landlord shall not be liable when such failure is caused by accident,  breakage,
repairs,  labor disputes of any character,  energy usage  restrictions or by any
other cause,  similar or dissimilar,  beyond the reasonable control of Landlord.
If the  disruption  of  services  is due to  Landlord's  negligence  or  willful
misconduct and, as a result thereof, Tenant is unable to operate in the Premises
more than five (5) days,  then Tenant  shall  receive an abatement of Rent after
the fifth  (5th) day until  Tenant is again  able to  operate  in the  Premises.
Landlord  shall  use  reasonable  efforts  to  remedy  any  interruption  in the
furnishing of services and utilities. Landlord shall not (except in the event of
an emergency or a force majeure event) exercise any right of Landlord to reduce,
interrupt  or cease  service  of the  heating,  air  conditioning,  ventilation,
elevator,  plumbing,  electrical  systems,  telephone  systems and/or  utilities
services of the Premises, the Building or the Property,  without advising Tenant
in advance of  Landlord's  requirements  so that Landlord and Tenant may arrange
procedures for  accomplishing  Landlord's goals and minimize the interruption to
Tenant's  use,  possession  and  occupancy  of the  Premises  for the purpose of
conducting its business on a continuing basis.

     13.2 Should Tenant  require any  additional  work or service,  as described
above and in Paragraph 38, Landlord may, on terms to be agreed,  upon reasonable
advance notice by Tenant,  furnish such additional  service and Tenant agrees to
pay  Landlord  such  charges as may be agreed  upon,  including  any tax imposed
thereon,  but in no event at a charge less than Landlord's  actual cost for such
additional   service  and,  where  appropriate,   a  reasonable   allowance  for
depreciation of any systems being used to provide such service.

     13.3 If Tenant shall  require  water or electric  current in excess of that
required to be furnished or supplied for use in the Premises as set forth in the
Lease,  Landlord  may  cause a water  meter  or  electric  current  meter  to be
installed so as to measure the amount of such excess water and electric current.
The cost of any such meters and any additional installations or expense required
or incurred as a result of the increased  capacity  shall be paid for by Tenant.
Tenant  agrees  to pay as  additional  rent to  Landlord  promptly  upon  demand
therefor,  the cost of all such excess water and electric  current  consumed (as
shown by said meters, if any, or, if none, as reasonably  estimated by Landlord)
at the rates charged for such services by the local public utility or agency, as
the case may be,  furnishing the same, plus any additional  expense  incurred in
keeping account of the water and electric current so consumed.

14.  HOLDING  OVER.  Tenant  shall  pay  Landlord  for each day  Tenant  retains
possession  of the Premises or part of them after  termination  of this Lease by
lapse of time or otherwise at the rate ("Holdover Rate") which shall be (a) 150%
of the amount of the Annual Rent for the last  period  prior to the date of such
termination plus (b) 150% of all Rent  Adjustments  under Article 4. If Landlord
gives notice to Tenant of Landlord's  election to that effect, such holding over
shall constitute  renewal of this Lease for a period from month to month. In any
event, no provision of this Article 14 shall be deemed to waive Landlord's right
of reentry or any other right under this Lease or at law.

15.  SUBORDINATION.  Without the  necessity  of any  additional  document  being
executed by Tenant for the  purpose of  effecting  a  subordination,  this Lease
shall be subject and subordinate at all times to ground or underlying leases and
to the lien of any  mortgages  or deeds of trust  now or  hereafter  placed  on,
against  or  affecting  the  Building,  Landlord's  interest  or  estate  in the
Building,  or any ground or underlying  lease;  provided,  however,  that if the
lessor,  mortgagee,  trustee,  or holder of any such  mortgage  or deed of trust
elects  to have  Tenant's  interest  in  this  Lease  be  superior  to any  such
instrument,  then,  by notice to Tenant,  this Lease  shall be deemed  superior,
whether this Lease was executed before or after said instrument. Notwithstanding
the  foregoing,  Tenant  covenants and agrees to execute and deliver upon demand
such further  instruments  evidencing such  subordination or superiority of this
Lease  as  may  be  required  by  Landlord.  As a  condition  precedent  to  the
effectiveness  of any such  subordination  of this Lease to any future ground or
underlying  lease or the lien of any future  mortgages,  deeds of trust, or like
encumbrances.  Landlord  shall  provide to Tenant within thirty (30) days of the
recording of the lien, a commercially reasonable  non-disturbance and attornment
agreement  in favor of Tenant  executed by such  future  ground  lessor,  master
lessor, mortgagee or deed of trust beneficiary,  as the case may be, which shall
provide that Tenant's quiet possession of the premises shall not be disturbed on
account of such  subordination to such future lease or lien so long as Tenant is
not in default  following the expiration of any applicable cure period under any
provisions of this Lease.  In addition,  within thirty (30) days of execution of
this  Lease,  Landlord  shall  provide  to  Tenant  a  commercially   reasonable
non-disturbance  and  attornment  agreement  in favor of Tenant  executed by any
existing ground lessor,  master lessor,  mortgagee or deed of trust beneficiary,
as the case may be, which shall  provide that Tenant's  quiet  possession of the
Premises  shall  not be  disturbed  on  account  of such  subordination  to such
existing lease or lien so long as Tenant is not default following the expiration
of any applicable cure period under any provisions of this Lease.

16.  RULES AND REGULATIONS.  Tenant shall faithfully observe and comply with all
the  rules and  regulations  as set  forth in  Exhibit  C to this  Lease and all
reasonable  modifications  of and  additions  to them from time to time put into
effect  by  Landlord.  Landlord  shall  not be  responsible  to  Tenant  for the
non-performance  by any other  tenant or  occupant  of the  Building of any such
rules and regulations.


                                       10
<PAGE>


17.  REENTRY BY LANDLORD.

     17.1  Landlord  reserves  and  shall  at all  times  have  the  right  upon
reasonable  notice to  re-enter  the  Premises  to inspect  the same,  to supply
janitorial  service  and any other  service to be provided by Landlord to Tenant
under this Lease, to show said Premises to prospective purchasers, mortgagees or
tenants,  and to alter,  improve or repair the  Premises  and any portion of the
Building,  without  abatement of rent, and may for that purpose  erect,  use and
maintain  scaffolding,  pipes,  conduits and other necessary structures and open
any wall,  ceiling or floor in and  through  the  Building  and  Premises  where
reasonably  required  by the  character  of the work to be  performed,  provided
entrance to the Premises shall not be blocked thereby, and further provided that
the business of Tenant shall not be interfered with unreasonably.

     17.2  Landlord  shall have the right at any time to change the  arrangement
and/or location of entrances, or passageways, doors and doorways, and corridors,
windows, elevators, stairs, toilets or other public parts of the Building and to
change the name,  number or designation by which the Building is commonly known.
In the event that  Landlord  damages any  portion of any wall or wall  covering,
ceiling,  or floor or floor covering within the Premises,  Landlord shall repair
or replace the damaged  portion to match the original as nearly as  commercially
reasonable  but shall not be required to repair or replace more than the portion
actually damaged.

     17.3 For each of the aforesaid  purposes,  Landlord shall at all times have
and  retain  a key with  which  to  unlock  all of the  doors  in the  Premises,
excluding  Tenant's  vaults and safes or special  security areas  (designated in
advance),  except as required by law, and  Landlord  shall have the right to use
any and all means  which  Landlord  may deem  proper  to open  said  doors in an
emergency to obtain entry to any portion of the  Premises.  As to any portion to
which access cannot be had by means of a key or keys in  Landlord's  possession,
Landlord is authorized to gain access by such means as Landlord  shall elect and
the cost of repairing any damage  occurring in doing so shall be borne by Tenant
and paid to Landlord as additional rent upon demand.

18.  DEFAULT.

     18.1 Except as otherwise provided in Article 20, the following events shall
be deemed to be Events of Default under this Lease:

          18.1.1  Tenant shall fail to pay within ten (10) days any sum of money
becoming  due to be paid to Landlord  under this Lease,  whether such sum be any
installment  of the rent  reserved by this Lease,  any other  amount  treated as
additional  rent under this  Lease,  or any other  payment or  reimbursement  to
Landlord required by this Lease, whether or not treated as additional rent under
this Lease,  and such  failure  shall  continue  for a period of five days after
written  notice that such  payment was not made when due, but if any such notice
shall be given,  for the twelve  month period  commencing  with the date of such
notice,  the  failure to pay within  five days after due any  additional  sum of
money  becoming  due to be paid to Landlord  under this Lease during such period
shall be an Event of Default, without notice.

          18.1.2  Tenant  shall  fail to  comply  with any  term,  provision  or
covenant  of this Lease  which is not  provided  for in another  Section of this
Article and shall not cure such failure within twenty (20) days  (forthwith,  if
the failure involves a hazardous condition) after written notice of such failure
to Tenant.  Any  nonmonetary  defaults  which cannot be cured within twenty (20)
days for reasons beyond Tenant's reasonable  control,  Tenant will be given such
additional  time as is  reasonably  necessary to cure such  default,  so long as
Tenant  commences  such cure within twenty (20) days after receipt of Landlord's
notice and thereafter diligently proceeds withthe same.

          18.1.3  Tenant  shall fail to vacate  the  Premises  immediately  upon
termination of this Lease, by lapse of time or otherwise, or upon termination of
Tenant's right to possession only.

          18.1.4 Tenant shall become  insolvent,  admit in writing its inability
to pay its debts  generally as they become due, file a petition in bankruptcy or
a petition to take advantage of any insolvency  statute,  make an assignment for
the benefit of creditors,  make a transfer in fraud of  creditors,  apply for or
consent  to the  appointment  of a  receiver  of  itself  or of the whole or any
substantial  part  of  its  property,  or  file a  petition  or  answer  seeking
reorganization  or  arrangement  under the federal  bankruptcy  laws,  as now in
effect or  hereafter  amended,  or any other  applicable  law or  statute of the
United States or any state thereof.

          18.1.5  A court  of  competent  jurisdiction  shall  enter  an  order,
judgment or decree  adjudicating  Tenant  bankrupt,  or appointing a receiver of
Tenant,  or of the whole or any  substantial  part of its property,  without the
consent  of Tenant,  or  approving  a  petition  filed  against  Tenant  seeking
reorganization  or arrangement of Tenant under the bankruptcy laws of the United
States, as now in effect or hereafter  amended,  or any state thereof,  and such
order,  judgment  or decree  shall not be vacated or set aside or stayed  within
thirty (30) days from the date of entry thereof.


                                       11
<PAGE>


19.  REMEDIES.

     19.1 Except as otherwise provided in Article 20, upon the occurrence of any
of the Events of Default  described or referred to in Article 18, Landlord shall
have the option to pursue any one or more of the following  remedies without any
notice  or   demand   whatsoever,   concurrently   or   consecutively   and  not
alternatively:

          19.1.1  Landlord  may,  at  its  election,  terminate  this  Lease  or
terminate Tenant's right to possession only, without terminating the Lease.

          19.1.2 Upon any termination of this Lease, whether by lapse of time or
otherwise,  or upon any  termination  of Tenant's  right to  possession  without
termination  of the Lease,  Tenant  shall  surrender  possession  and vacate the
Premises  immediately,  and deliver possession  thereof to Landlord,  and Tenant
hereby  grants to  Landlord  full and free  license  to enter  into and upon the
Premises  in  such  event  and  to  repossess  Landlord  of the  Premises  as of
Landlord's former estate and to expel or remove Tenant and any others who may be
occupying  or be within  the  Premises  and to remove  Tenant's  signs and other
evidence of tenancy and all other  property of Tenant  therefrom  without  being
deemed in any manner guilty of trespass, eviction or forcible entry or detainer,
and without incurring any liability for any damage resulting  therefrom,  Tenant
waiving any right to claim damages for such re-entry and expulsion,  and without
relinquishing  Landlord's  right to rent or any other  right  given to  Landlord
under this Lease or by operation of law.

          19.1.3 Upon any termination of this Lease, whether by lapse of time or
otherwise, Landlord shall be entitled to recover as damages, all rent, including
any amounts treated as additional rent under this Lease,  and other sums due and
payable by Tenant on the date of termination, plus as liquidated damages and not
as a penalty,  an amount  equal to the sum of:  (a) an amount  equal to the then
present  value of the rent  reserved in this Lease for the residue of the stated
Term of this Lease  including any amounts  treated as additional rent under this
Lease and all other sums provided in this Lease to be paid by Tenant,  minus the
fair rental value of the Premises  for such  residue;  (b) the value of the time
and  expense  necessary  to  obtain a  replacement  tenant or  tenants,  and the
estimated  expenses  described  in Section  19.1.4  relating  to recovery of the
Premises,  preparation for reletting and for reletting itself;  and (c) the cost
of performing any other  covenants  which would have otherwise been performed by
Tenant.

          19.1.4 Upon any  termination  of  Tenant's  right to  possession  only
without termination of the Lease:

               19.1.4.1 Neither such termination of Tenant's right to possession
nor  Landlord's  taking and  holding  possession  thereof as provided in Section
19.1.2 shall  terminate the Lease or release  Tenant,  in whole or in part, from
any obligation,  including  Tenant's  obligation to pay the rent,  including any
amounts treated as additional  rent,  under this Lease for the full Term, and if
Landlord so elects  Tenant shall pay  forthwith to Landlord the sum equal to the
entire  amount of the rent,  including any amounts  treated as  additional  rent
under this Lease,  for the remainder of the Term plus any other sums provided in
this Lease to be paid by Tenant for the remainder of the Term.

               19.1.4.2  Landlord  may, but need not,  relet the Premises or any
part  thereof  for such  rent  and upon  such  terms  as  Landlord,  in its sole
discretion,  shall  determine  (including  the right to relet the premises for a
greater or lesser term than that remaining under this Lease,  the right to relet
the Premises as a part of a larger area,  and the right to change the  character
or use made of the  Premises).  In  connection  with or in  preparation  for any
reletting, Landlord may, but shall not be required to, make repairs, alterations
and  additions  in or to the  Premises  and  redecorate  the same to the  extent
Landlord deems necessary or desirable,  and Tenant shall,  upon demand,  pay the
cost thereof, together with Landlord's expenses of reletting, including, without
limitation,  any commission  incurred by Landlord.  If Landlord decides to relet
the  Premises or a duty to relet is imposed upon  Landlord by law,  Landlord and
Tenant agree that  nevertheless  Landlord  shall at most be required to use only
the same efforts Landlord then uses to lease premises in the Building  generally
and that in any case that Landlord  shall not be required to give any preference
or priority to the showing or leasing of the Premises  over any other space that
Landlord may be leasing or have  available and may place a suitable  prospective
tenant in any such  other  space  regardless  of when such other  space  becomes
available.  Landlord shall not be required to observe any  instruction  given by
Tenant about any  reletting or accept any tenant  offered by Tenant  unless such
offered  tenant has a  creditworthiness  acceptable  to Landlord  and leases the
entire Premises upon terms and conditions including a rate of rent (after giving
effect  to all  expenditures  by  Landlord  for  tenant  improvements,  broker's
commissions  and other leasing  costs) all no less favorable to Landlord than as
called for in this Lease,  nor shall  Landlord be required to make or permit any
assignment  or sublease for more than the current term or which  Landlord  would
not be required to permit under the  provisions  of Article 9. Landlord will use
such efforts to relet the Premises as required by law. In the event Tenant is in
default  in  this  Lease  and is not  occupying  the  Premises,  but  tenders  a
replacement  occupant  to  Landlord,  Landlord  must use the same  standard  for
accepting  such  replacement  occupant  as  set  forth  in  the  assignment  and
subletting  sections  of this Lease,  notwithstanding  the fact that there is an
Event of Default.

               19.1.4.3 Until such time as Landlord shall elect to terminate the
Lease and shall  thereupon be entitled to recover the amounts  specified in such
case in Section 19.1.3, Tenant shall pay to Landlord upon demand the full amount
of all rent, including any amounts as additional rent under this Lease and other
sums reserved


                                       12
<PAGE>


in this  Lease for the  remaining  Term,  together  with the  costs of  repairs,
alterations,  additions,  redecorating and Landlord's  expenses of reletting and
the collection of the rent accruing  therefrom  (including  attorney's  fees and
broker's commissions),  as the same shall then be due or become due from time to
time,  less only such  consideration  as  Landlord  may have  received  from any
reletting of the  Premises;  and Tenant agrees that Landlord may file suits from
time to time to  recover  any sums  falling  due under  this  Article 19 as they
become due.  Any  proceeds of reletting by Landlord in excess of the amount then
owed by Tenant to Landlord from time to time shall be credited  against Tenant's
future  obligations  under this Lease but shall not  otherwise  be  refunded  to
tenant or inure to Tenant's benefit.

     19.2 Landlord may, at Landlord's  option,  enter into and upon the Premises
if Landlord determines in its sole discretion that Tenant is not acting within a
commercially  reasonable time to maintain,  repair or replace anything for which
Tenant is not acting within a commercially  reasonable time to maintain,  repair
or replace anything for which Tenant is responsible under this Lease and correct
the same,  without  being deemed in any manner  guilty of trespass,  eviction or
forcible  entry and detainer and without  incurring any liability for any damage
or interruption of Tenant's business resulting  therefrom.  If Tenant shall have
vacated the Premises, Landlord may at Landlord's option re-enter the Premises at
any time and make any and all such changes,  alterations,  revisions,  additions
and tenant and other  improvements  in or about the  Premises as Landlord  shall
elect,  all without any  abatement  of any of the rent  otherwise  to be paid by
Tenant under this Lease.

     19.3 If, on  account  of any  breach  or  default  by  Tenant  in  Tenant's
obligations  under the terms  and  conditions  of this  Lease,  it shall  become
necessary  or  appropriate  for  Landlord to employ or consult  with an attorney
concerning or to enforce or defend any of Landlord's  rights or remedies arising
under this Lease, Tenant agrees to pay all Landlord's  attorney's fees and costs
so  incurred.  Tenant  expressly  waives any right:  (a) trial by jury;  and (b)
service  of any  notice  required  by any  present  or future  law or  ordinance
applicable to Landlords or tenants but not required by the terms of this Lease.

     19.4 Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies  provided in this Lease or any other remedies provided
by law or equity (all such remedies being cumulative),  nor shall pursuit of any
remedy provided in this Lease  constitute a forfeiture or waiver of any rent due
to Landlord under this Lease or of any damages accruing to Landlord by reason of
the violation of any of the terms,  provisions  and covenants  contained in this
Lease.

     19.5 No act or thing done by Landlord  or its agents  during the Term shall
be deemed a termination  of this Lease or any acceptance of the surrender of the
Premises,  and except as expressly  provided for in this Lease,  no agreement to
terminate  this Lease or accept a  surrender  of said  Premises  shall be valid,
unless in writing  signed by  Landlord.  No waiver by  Landlord or Tenant 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
violation or breach of any of the terms,  provisions and covenants  contained in
this Lease.  Landlord's  acceptance  of the payment of rental or other  payments
after the occurrent of an Event of Default shall not be construed as a waiver of
such Default,  unless  Landlord so notifies  Tenant in writing.  Forbearance  by
Landlord in enforcing one or more of the remedies provided in this Lease upon an
Event of Default shall not be deemed or construed to constitute a waiver of such
Default or of Landlord's right to enforce any such remedies with respect to such
Default or any subsequent Default.

     19.6  Any and all  property  which  may be  removed  from the  Premises  by
Landlord  pursuant to the  authority of this Lease or of law, to which Tenant is
or may be entitled,  may be handled,  removed and/or stored, as the case may be,
by or at the direction of Landlord but at the risk,  cost and expense of Tenant,
and Landlord shall in no event be  responsible  for the value,  preservation  or
safekeeping  thereof.  Tenant  shall pay to Landlord,  upon demand,  any and all
expenses  incurred in such removal and all storage charges against such property
so long as the  same  shall be in  Landlord's  possession  or  under  Landlord's
control.  Any such property of Tenant not retaken by Tenant from storage  within
thirty (30) days after removal from the Premises shall, at Landlord's option, be
deemed  conveyed  by Tenant to  Landlord  under  this Lease as by a bill of sale
without further payment or credit by Landlord to Tenant.

20.  TENANT'S BANKRUPTCY OR INSOLVENCY.

     20.1 If at any time and for so long as  Tenant  shall be  subjected  to the
provisions  of the  United  States  Bankruptcy  Code or other law of the  United
States or any state  thereof for the  protection of debtors as in effect at such
time (each a "Debtor's Law"):

          20.1.1  Tenant,  Tenant as  debtor-in-possession,  and any  trustee or
receiver of Tenant's  assets  (each a "Tenant's  Representative")  shall have no
greater  right to assume or assign this Lease or any interest in this Lease,  or
to sublease any of the Premises  than accorded to Tenant in Article 9, except to
the extent Landlord shall be required to permit such  assumption,  assignment or
sublease by the  provisions  of such  Debtor's  Law.  Without  limitation of the
generality of the foregoing,  any right of any Tenant's Representative to assume
or assign this Lease or to sublease any of the Premises  shall be subject to the
conditions that:


                                       13
<PAGE>


               20.1.1.1   Such   Debtor's   Law  shall   provide   to   Tenant's
Representative a right of assumption of this Lease which Tenant's Representative
shall have timely exercised and Tenant's  Representative  shall have fully cured
any default of Tenant under this Lease.

               20.1.1.2 Tenant's Representative or the proposed assignee, as the
case shall be,  shall have  deposited  with  Landlord as security for the timely
payment of rent an amount  equal to the larger  of: (a) three  months'  rent and
other monetary  charges  accruing under this Lease; and (b) any sum specified in
Article 5; and shall have provided Landlord with adequate other assurance of the
future  performance of the  obligations of the Tenant under this Lease.  Without
limitation,  such assurances shall include,  at least, in the case of assumption
of this Lease,  demonstration  to the satisfaction of the Landlord that Tenant's
Representative  has and will  continue to have  sufficient  unencumbered  assets
after the  payment of all secured  obligations  and  administrative  expenses to
assure  Landlord  that Tenant's  Representative  will have  sufficient  funds to
fulfill  the  obligations  of  Tenant  under  this  Lease;  and,  in the case of
assignment, submission of current financial statements of the proposed assignee,
audited by an independent  certified public accountant  reasonably acceptable to
Landlord and showing a net worth and working  capital in amounts  determined  by
Landlord to be sufficient to assure the future  performance  by such assignee of
all of the Tenant's obligations under this Lease.

               20.1.1.3 The  assumption or any  contemplated  assignment of this
Lease or  subleasing  any part of the Premises,  as shall be the case,  will not
breach any provision in any other lease, mortgage,  financing agreement or other
agreement by which Landlord is bound.

               20.1.1.4  Landlord  shall  have,  or would  have had  absent  the
Debtor's  Law,  no right  under  Article 9 to  refuse  consent  to the  proposed
assignment  or  sublease  by reason of the  identity  or nature of the  proposed
assignee or sublessee or the proposed use of the Premises concerned.

21.  QUIET  ENJOYMENT.  Landlord  represents and warrants that it has full right
and authority to enter into this Lease and that Tenant,  while paying the rental
and performing its other covenants and agreements contained in this Lease, shall
peaceably  and quietly  have,  hold and enjoy the  Premises for the Term without
hindrance or  molestation  from Landlord  subject to the terms and provisions of
this Lease.  Landlord shall not be liable for any interference or disturbance by
other tenants or third persons,  unless resulting from Landlord's  negligence or
wrongful misconduct.

22.  DAMAGE BY FIRE, ETC.

     22.1 In the event the Premises or the Building are damaged by fire or other
cause and in  Landlord's  reasonable  estimation  such damage can be  materially
restored  within one hundred  twenty (120) days of the casualty,  Landlord shall
forthwith  repair the same and this Lease shall remain in full force and effect,
except that Tenant shall be entitled to a  proportionate  abatement in rent from
the  date of such  damage.  Such  abatement  of rent  shall  be made pro rata in
accordance  with the extent to which the  damage and the making of such  repairs
shall  interfere  with the use and occupancy by Tenant of the Premises from time
to time.  Within  sixty (60) days from the date of such damage,  Landlord  shall
notify Tenant, in writing, of Landlords's reasonable estimation of the length of
time within which material restoration can be made, and Landlord's determination
shall be binding on Tenant. For purposes of this Lease, the Building or Premises
shall be deemed  "materially  restored"  if they are in such  condition as would
allow  Tenant to use the  Premises  for the  purpose for which it was being used
immediately before such damage. Rent abatement will also apply during the period
when the Tenant is  performing  its  restoration  work to the  Premises,  not to
exceed ninety (90) days.

     22.2  If  such  repairs  cannot,  in  Landlord's  architects  or  engineers
reasonable  estimation,  be made within one hundred  twenty  (120) days from the
date of the  casualty,  Landlord and Tenant shall each have the option of giving
the other,  at any time within  sixty (60) days after  Landlord's  notice of its
estimate of the time within which  restoration can be made,  notice  terminating
this  Lease as of the date of such  damage.  In the event of the  giving of such
notice,  this Lease shall  expire and all interest of the Tenant in the Premises
shall  terminate  as of the  date  of  such  damage  as if such  date  had  been
originally fixed in this Lease for the expiration of the Term. In the event that
neither Landlord nor Tenant  exercises its option to terminate this Lease,  then
Landlord  shall  repair or restore such damage,  this Lease  continuing  in full
force and effect,  and the rent and additional  payments due hereunder  shall be
proportionately abated as provided in Section 22.1.

     22.3 Landlord shall not be required to repair or replace any damage or loss
by or  from  fire or  other  cause  to any  paneling,  decorations,  partitions,
additions,  railings,  ceilings,  floor coverings,  office fixtures or any other
property or improvements  installed on the Premises or belonging to Tenant.  Any
insurance  which may be carried by Landlord or Tenant  against loss or damage to
the  Building or Premises  shall be for the sole  benefit of the party  carrying
such insurance and under its sole control.

     22.4 In the event that Landlord does not commence such repairs and material
restoration  within  forty five (45) days after the date  estimated  by Landlord
therefor as extended by this Section 22.4, and, diligently complete within forty
five (45) days of such  estimation,  Tenant  may at its  option  and as its sole
remedy  terminate this Lease by delivering  written  notice to Landlord,  within
fifteen (15) days after the  expiration  of said period of time,  whereupon  the
Lease  shall


                                       14
<PAGE>


end on the date of such notice or such later date fixed in such notice as if the
date  of such  notice  was the  date  originally  fixed  in this  Lease  for the
expiration  of the Term;  provided,  however,  that if  construction  is delayed
because of changes,  deletions or additions in construction requested by Tenant,
strikes,  lockouts,  casualties,  Acts of God, war, material or labor shortages,
government  regulation or control or other causes beyond the reasonable  control
of Landlord, the period for restoration,  repair or rebuilding shall be extended
for the amount of time Landlord is so delayed.

     22.5  Notwithstanding  anything to the contrary  contained in this Article:
(a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or
restore the Premises when the damages resulting from any casualty covered by the
provisions  of this  Article 22 occur  during the last twelve (12) months of the
Term or any extension  thereof,  but if Landlord  determines  not to repair such
damages  Landlord  shall  notify  Tenant and if such  damages  shall  render any
material  portion of the  Premises  untenantable  Tenant shall have the right to
terminate  this  Lease by notice to  Landlord  within  fifteen  (15) days  after
receipt  of  Landlord's  notice;  and  (b)  in  the  event  the  holder  of  any
indebtedness  secured by a mortgage or deed of trust  covering  the  Premises or
Building requires that any insurance  proceeds be applied to such  indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such  requirement
is made by any such holder,  whereupon  this Lease shall end on the date of such
damage  as if the date of such  damage  were the date  originally  fixed in this
Lease for the expiration of the Term.

     22.6 In the event of any damage or  destruction to the Building or Premises
by any peril covered by the  provisions of this Article 22, it shall be Tenant's
responsibility  to properly secure the Premises and upon notice from Landlord to
remove  forthwith,  at its sole cost and  expense,  such  portion  or all of the
property  belonging to Tenant or its  licensees  from such portion or all of the
Building or Premises as Landlord shall request.

23.  EMINENT  DOMAIN.  If all or any  substantial  part of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power of
eminent  domain,  or conveyance in lieu of such  appropriation,  either party to
this Lease shall have the right, at its option, of giving the other, at any time
within thirty (30) days after such taking, notice terminating this Lease, except
that Tenant may only terminate this Lease by reason of taking or  appropriation,
if such  taking  or  appropriation  shall  be so  substantial  as to  materially
interfere  with Tenant's use and occupancy of the Premises.  If neither party to
this Lease shall so elect to terminate this Lease,  the rental  thereafter to be
paid shall be adjusted on a fair and equitable basis under the circumstances. In
addition  to the  rights  of  Landlord  above,  if any  substantial  part of the
Building shall be taken or appropriated by any public or quasi-public  authority
under the power of eminent domain or conveyance in lieu thereof,  and regardless
of  whether  the  Premises  or any part  thereof  are so taken or  appropriated,
Landlord  shall have the right,  at its sole option,  to  terminate  this Lease.
Landlord shall be entitled to any and all income,  rent,  award, or any interest
whatsoever in or upon any such sum, which may be paid or made in connection with
any such public or  quasi-public  use or purpose,  and Tenant hereby  assigns to
Landlord  any  interest it may have in or claim to all or any part of such sums,
other than any separate  award which may be made with respect to Tenant's  trade
fixtures and moving expenses and which does not reduce Landlord's award;  Tenant
shall make no claim for the value of any unexpired Term.

24.  SALE BY  LANDLORD.  In event of a sale or  conveyance  by  Landlord  of the
Building,  the same shall operate to release  Landlord from any future liability
upon any of the covenants or conditions, expressed or implied, contained in this
Lease,  and in such  event  Tenant  agrees to look  solely to the  successor  in
interest of Landlord in and to this Lease.  Except as set forth in this  Article
24,  this Lease  shall not be  affected  by any such sale and  Tenant  agrees to
attorn to the purchaser or assignee. If any security has been given by Tenant to
secure the faithful performance of any of the covenants of this Lease.  Landlord
shall  transfer or deliver said  security,  as such, to Landlord's  successor in
interest and thereupon  Landlord shall be discharged from any further  liability
with regard to said security.

25.  ESTOPPEL  CERTIFICATES.  Within ten (10) days following any written request
which  Landlord  may  make  from  time to time,  in  connection  with the  sale,
financing or  refinancing  of the Building,  Tenant shall execute and deliver to
Landlord or its mortgagee or prospective mortgagee a sworn statement certifying:
(a) the date of  commencement  of this  Lease;  (b) the fact that this  Lease is
unmodified and in full force and effect (or, if there have been modifications to
this  Lease,  that this  lease is in full force and  effect,  as  modified,  and
stating  the date and nature of such  modifications);  (c) the date to which the
rent and other sums payable  under this Lease have been paid;  (d) the fact that
there are no current  defaults  under this  Lease by either  Landlord  or Tenant
except as specified in Tenant's statement;  and (e) such other matters as may be
requested by Landlord.  Landlord and Tenant intend that any statement  delivered
pursuant to this Article 25 may be relied upon by any mortgagee,  beneficiary or
purchaser  and Tenant  shall be liable for all loss,  cost or expense  resulting
from the  failure  of any sale or  funding  of any loan  caused by any  material
misstatement contained in such estoppel certificate.


                                       15
<PAGE>


26.  SURRENDER OF PREMISES.

     26.1 Landlord  shall,  at least thirty (30) days before the last day of the
Term, arrange to meet Tenant for a joint inspection of the Premises.

     26.2 At the end of the Term or any  renewal  of the  Term or  other  sooner
termination  of  this  Lease,  Tenant  will  peaceably  deliver  up to  Landlord
possession of the Premises,  together with all improvements or additions upon or
belonging to the same, by whomsoever made,  whether in the Premises or in, on or
to the Building, in the same conditions received or first installed, broom clean
and free of all debris, excepting only ordinary wear and tear and damage by fire
or other casualty. Tenant may, and at Landlord's request shall, at Tenant's sole
cost, remove upon termination of this Lease, any and all furniture, furnishings,
movable  partitions  of less than  full  height  from  floor to  ceiling,  trade
fixtures and other property installed by Tenant,  including, but not limited to,
raised flooring,  conduits, cabling,  condensers, dry coolers,  generators, pull
boxes,  junction boxes,  supplemental  HVAC units,  electrical  equipment,  fire
suppression systems,  etc., title to which shall not be in or pass automatically
to Landlord upon such termination,  repairing all damage caused by such removal.
Property  not so  removed  shall,  unless  requested  to be  removed,  be deemed
abandoned by the Tenant and title to the same shall  thereupon  pass to Landlord
under  this Lease as by a bill of sale.  All other  alterations,  additions  and
improvements  in, on or to the  Premises  shall be dealt with and disposed of as
provided in Article 6 hereof.

     26.3 All  obligations  of  Landlord  and Tenant  under this Lease not fully
performed as of the expiration or earlier  termination of the Term shall survive
the expiration or earlier termination of the Term.

27.  NOTICES. Any notice or document required or permitted to be delivered under
this Lease shall be addressed to the intended  recipient,  shall be  transmitted
personally,  by fully prepaid  registered or certified United States Mail return
receipt  requested  by  facsimile  transmission,  or  by  reputable  independent
contract  delivery  service  furnishing a written  record of attempted or actual
delivery,  and shall be deemed to be delivered when tendered for delivery to the
addressee  at its  address  set forth on the  Reference  Page,  or at such other
address as it has then last specified by written notice  delivered in accordance
with this  Article  27, or if to Tenant at either its  aforesaid  address or its
last known registered  office or home of a general partner or individual  owner,
whether or not actually accepted or received by the addressee.

28.  TAXES  PAYABLE BY TENANT.  In addition to rent and other charges to be paid
by Tenant under this Lease, Tenant shall reimburse to Landlord, upon demand, any
and all taxes payable by landlord  (other than net income taxes)  whether or not
now  customary  or within the  contemplation  of the parties to this Lease:  (a)
upon,  allocable  to, or measured by or on the gross or net rent  payable  under
this Lease,  including without limitation any rental tax or excise tax levied by
the State, any political  subdivision  thereof,  or the Federal  Government with
respect to the receipt of such rent; (b) upon or with respect to the possession,
leasing,  operation,  management,   maintenance,   alteration,  repair,  use  or
occupancy of the Premises or any portion  thereof,  including any sales,  use or
service tax imposed as a result  thereof;  (c) upon or measured by the  Tenant's
gross  receipts  or  payroll  or the  value of  Tenant's  equipment,  furniture,
fixtures  and other  personal  property  of Tenant  or  leasehold  improvements,
alterations or additions  located in the Premises;  or (d) upon this transaction
or any document to which Tenant is a party creating or transferring any interest
of Tenant in this Lease or the Premises.  In addition to the  foregoing,  Tenant
agrees to pay, before delinquency,  any and all taxes levied or assessed against
Tenant and which become payable during the term hereof upon Tenant's  equipment,
furniture,  fixtures  and  other  personal  property  of Tenant  located  in the
Premises.

29.  DEFINED TERMS AND HEADINGS.  The Article  headings  shown in this Lease are
for  convenience  of reference  and shall in no way define,  increase,  limit or
describe the scope or intent of any provision of this Lease. Any indemnification
or  insurance  of  Landlord  shall  apply to and inure to the benefit of all the
following  "Landlord  Entities",  being  Landlord,  and the trustees,  boards of
directors, officers, general partners,  beneficiaries,  stockholders,  employees
and agents of each of them.  In any case where this Lease is signed by more than
one person,  the  obligations  under this Lease shall be joint and several.  The
terms  "Tenant"  and  "Landlord"  or any  pronoun  used in place  thereof  shall
indicate and include the masculine or feminine,  the singular or plural  number,
individuals,  firms or  corporations,  and  their  and each of their  respective
successors,  executors,  administrators and permitted assigns,  according to the
context  hereof.  The term  "rentable  area" shall mean the rentable area of the
Premises or the Building as calculated by the Landlord on the basis of the plans
and specifications of the Building including a proportionate share of any common
areas.

30.  TENANT'S  AUTHORITY.  If Tenant signs as a corporation  each of the persons
executing this Lease on behalf of Tenant represents and warrants that Tenant has
been and is  qualified  to do  business  in the state in which the  Building  is
located,  that the  corporation  has full right and authority to enter into this
Lease, and that all persons signing on behalf of the corporation were authorized
to do so by  appropriate  corporate  actions.  If Tenant signs as a partnership,
trust or other legal entity,  each of the persons executing this Lease on behalf
of Tenant  represents  and warrants that Tenant has complied with all applicable
laws, rules and governmental regulations relative to its right to do business in
the state and that such entity on behalf of the Tenant was  authorized  to do so
by any and all appropriate partnership, trust or other actions. Tenant agrees to
furnish promptly upon request a corporate resolution, proof of due authorization
by partners, or other appropriate documentation evidencing the due authorization
of Tenant to enter into this Lease.


                                       16
<PAGE>


31.  COMMISSIONS.  Each of the parties represents and warrants to the other that
it has not dealt with any broker or finder in connection with this Lease, except
as described on the Reference Page.  Tenant  represents and warrants that it has
not dealt with a real estate  broker,  agent or finder in  connection  with this
Lease with the  exception  of the broker  named in the  Reference  Pages to this
Lease  whose  commission  Landlord  agrees  to  pay.  Landlord  shall  not pay a
commission or fee due any other  brokers,  agents or finders as a result of this
Lease.  Tenant and Landlord  agree to  indemnify,  defend and hold  harmless the
other party hereto against and from all  liabilities  claims and damages arising
from any claim by any broker  (other  than said named  broker),  finder or agent
claiming to have dealt with Tenant in connection with this Lease.

32.  TIME AND  APPLICABLE  LAW.  Time is of the essence of this Lease and all of
its provisions.  This Lease shall in all respects be governed by the laws of the
state in which the Building is located.

33.  SUCCESSORS AND ASSIGNS.  Subject to the provisions of Article 9, the terms,
covenants and conditions contained in this Lease shall be binding upon and inure
to the benefit of the heirs, successors,  executors,  administrators and assigns
of the parties to this Lease.

34.  ENTIRE  AGREEMENT.  This Lease,  together with its  exhibits,  contains all
agreements   of  the  parties  to  this  Lease  and   supersedes   any  previous
negotiations.  There  have  been  no  representations  made by the  Landlord  or
understandings made between the parties other than those set forth in this Lease
and its exhibits.  This Lease may not be modified except by a written instrument
duly executed by the parties to this Lease.

35.  EXAMINATION NOT OPTION.  Submission of this Lease shall not be deemed to be
a reservation  of the Premises.  Neither  Tenant nor Landlord  shall be bound by
this Lease until each has received a copy of this Lease duly  executed by Tenant
and has delivered to Tenant a copy of this Lease duly executed by Landlord,  and
until  such  delivery  Landlord  reserves  the  right to  exhibit  and lease the
Premises to other prospective tenants. Notwithstanding anything to the contrary,
Landlord may withhold  delivery of  possession of the Premises from Tenant until
such time as Tenant  has paid to  landlord  any  security  deposit  required  by
Article  5, the first  month's  rent as set forth in  Article 3 and any sum owed
pursuant to this Lease.

36.  RECORDATION.  Tenant may not record or register  this lease or a short form
memorandum of this Lease without the prior written consent of Landlord.

37.  LIMITATION OF LANDLORD'S LIABILITY.  Redress for any claim against Landlord
under this Lease  shall be limited to and  enforceable  only  against and to the
extent of Landlord's interest in the Building. The obligations of Landlord under
this Lease are not intended to and shall not be personally binding on, nor shall
any resort be had to the private  properties  of, any of its members,  or its or
their  trustees  or board of  directors  and  officers,  as the case may be, its
manager,  the general  partners  thereof,  or any  beneficiaries,  stockholders,
employees, or agents of Landlord, the manager or the members.

38.  MISCELLANEOUS.

     38.1  Subject  to  compliance  with  all  applicable   governmental  codes,
regulations  and  ordinances,  including  approval of Tenant's  plans,  Landlord
hereby  grants  Tenant the right to install up to a 500KW diesel fuel  emergency
generator in a location  deemed  feasible by Landlord  and Tenant,  including an
associated 500 gallon diesel  fuel-tank as necessary to support the generator on
the ground  floor or roof of the  Building.  Subject to  Landlord's  approval of
Tenant's  detailed  plans as to method of  installation  and location,  Landlord
shall permit Tenant, at its sole cost and expense, to install,  use, operate and
maintain electrical and telecommunications  conduits, condenser and fuel piping,
in the riser or other locations in, on or to the Building (as noted in Exhibit E
attached hereto (the "Designated  Areas"),  as necessary to connect to Tenants':
(a)  emergency  generator  and  fuel  to each  other  and to the  Premises;  (b)
generator    transfer   switch   for   portable   "roll-up"    generator;    (c)
telecommunication  service providers,  CLEC's,  IXC's, and ILEC, etc.; (d) Telco
and Hogan  grounds  and;  (e) GPS  antenna  on the roof.  Tenant  shall have the
ability  to test its  generator  on a  reasonable  basis as  recommended  by the
manufacturer.  In  addition,  Landlord  may  install a diesel  fuel tank  and/or
emergency  generator  and/or fuel pump (the  "Emergency  Facilities") to service
multiple  Tenants of the Building.  Should Tenant request to utilize  Landlord's
Emergency   Facilities,   Tenant  shall  pay  its  proportionate  share  of  the
installation,  maintenance, repair and operation of the Emergency Facilities, in
which case  Landlord  and Tenant  shall  enter into a separate  agreement  which
governs its use, rules and regulations.  Landlord will permit Tenant to install,
use,  operate  and  maintain  condensing  units or dry  coolers  (sized  to meet
Tenant's  air  conditioning  requirements  for  operation  of  its  system  in a
designated  area of the roof).  In addition,  Tenant shall have the right to tie
into the Building's existing ground field or, if the existing grid does not meet
Tenant's  requirement,  to install its own ground system.  Nothing  permitted in
this  paragraph  shall permit Tenant to interfere  with other  occupants' use of
similar facilities in their designated locations.  Tenant's preapproved vertical
riser locations are designated on Exhibit E.

                                       17
<PAGE>


     38.2  Subject  to  compliance  with  all  applicable   governmental  codes,
regulations and ordinances,  including approval of Tenant's plans,  Tenant shall
have the right to  construct  a dry pipe,  pre-action  system for the  Premises,
including  the right to  relocate or encase any water mains or other water pipes
(whether  or not  related to fire  safety)  running  through  the  Premises,  at
Tenant's  sole cost and expense and subject to  Landlord's  approval,  not to be
unreasonably withheld. Tenant shall also have the right to install a FM 200 fire
suppression  system in the  Premises.  Tenant shall not  penetrate  the floor or
ceiling on any floor of the Building with any water or liquid piping,  supply or
drains,  or install any pull boxes or  junction  boxes,  without the  Landlord's
expressed written approval of Tenant's  detailed plans,  which consent shall not
be be unreasonably withheld, conditioned or delayed.

     38.3 Tenant shall be  permitted to erect and operate,  at its sole cost and
expense,  and if Tenant does so erect,  Tenant  shall be  required to  maintain,
operate,  repair and replace, at its sole cost and expense,  one (1) GPS antenna
on the roof of the  Building and to run  necessary  conduit and cabling from the
antenna to the  Premises,  provided that Tenant  installs any  screening  device
requested  by  Landlord  to insure the  antenna  cannot be viewed by the public.
Tenant  shall have  access to roof at all times,  subject  to Section  38.4,  to
install, maintain, operate and repair the antenna and to the risers, floor space
and ceiling space to run the necessary cabling and conduit. Any antenna shall be
installed in a good and workmanlike manner and in compliance with all applicable
laws and plans  approved by Landlord.  Tenant shall  indemnify and hold Landlord
harmless from and against any loss, cost, damage, claim or liability,  including
loss or diminution of any roof warranties,  that Landlord may suffer as a result
of Tenant's actions pursuant to this section.  Landlord's  approval shall not be
deemed to give Tenant the exclusive right to use the roof and shall not preclude
Landlord from granting similar rights to others.  The rights of other tenants or
licensees shall be exercised without causing unreasonable  interference with the
antennae and associated  activities being carried on by Tenant.  Similarly,  the
rights of Tenant shall be exercised  without causing  interference with antennae
and associated activities being carried on by other tenants or licensees. Tenant
shall not  change,  substitute  or  materially  alter the  antennae  or  related
equipment agreed to herein without the prior written consent of Landlord,  which
consent shall not be be unreasonably withheld, conditioned or delayed.

     38.4 Landlord  hereby grants Tenant access to the Premises,  the roof,  the
tunnel and the risers housing Tenant's  wiring,  conduit and cabling twenty four
(24) hours per day, three hundred  sixty-five (365) days per year.  However,  if
access is  needed  to areas not  otherwise  available  to Tenant  during  normal
business hours,  Tenant must notify Landlord and Landlord will provide  escorted
access,  at  Tenant's  expense  (if  Landlord  incurs any actual  expenses).  In
addition,  Landlord  shall give  Tenant  reasonable  access to  prearranged  and
demised vertical risers exclusively  allocated to such purposes to enable Tenant
to provide Tenant's  telecommunications  services and to interconnect to tenants
and other  occupants of the Building in Designated  Areas as shown on Exhibit E.
Tenant may install in the aforementioned  risers, conduit and other such cabling
as set forth in Section  38.6(b) for its services  within the  Building.  Tenant
shall have the right to permit its  customers  to  collocate  telecommunications
equipment in the Premises that are serviced and maintained by Tenant.

     38.5 Tenant may use  Landlord's  approved  contractors  in connection  with
Tenant's  Improvements and may  competitively  bid to tenant finish  contractors
acceptable to Landlord and to select and/or approve the  successful  contractor.
In the  event of a  renovation,  Tenant  shall  have the right to use any of the
approved  contractors and  competitively bid the renovations in the same manner.
Landlord shall not charge any  supervision or management  fee,  however,  Tenant
shall be  responsible  for and reimburse  Landlord for any actual and reasonable
out of pocket expenses relating to the approval, or review of Tenant's plans.

     38.6 Landlord shall make the following available for Tenant's  installation
or use  which,  if Tenant  accepts,  shall be  installed,  performed  or used at
Tenant's sole cost and expense:

     (a)  480/277 volt three-phase, 4 wire electrical service at the bus duct to
          the  floor of the  Building  in which  the  Premises  is  located,  at
          Landlord's  costs (however Tenant shall pay all costs  associated with
          its  connection to the  electrical  service,  the  disconnect  switch,
          meter,  and  associated  utility  costs.  Pursuant  to  Paragraph 9 of
          Exhibit  B, the cost to  provide  1250 amp  service  shall be borne by
          Landlord.  Tenant shall,  prior to Landlord  providing any electricity
          for Tenant's use at the Premises (as described in subparagraph 13.1(f)
          above), and installing the disconnect switch, supply Landlord with its
          certified  electrical load calculations and Landlord shall arrange for
          the installation of a multimeter (in the case of a multi-tenant floor)
          for the recording of electrical  usage, and Tenant agrees to reimburse
          Landlord  for  tenant's  proportionate  share  of  the  cost  of  said
          multimeter  and  disconnect  switch  if  purchased  and  installed  by
          Landlord or Landlord's  contractor.  Notwithstanding the above, should
          Tenant,  during the term of the Lease,  require additional  electrical
          service  over and  above its  initial  electrical  load  calculations,
          Landlord  shall  cooperate and  coordinate  with Tenant to provide the
          increased requirements,  all in the same manner as described above for
          Tenant's initial requirements.

                                       18
<PAGE>


     (b)  Riser  capacity,  shown on Exhibit E, to enable Tenant to interconnect
          with other  occupants of the building  without any additional  cost or
          fees from  Tenant to  Landlord.  This does not imply that  Landlord is
          providing  any  conduit,  cabling  or other  facilities  for  Tenant's
          interconnection  purposes.  All of Tenant's conduits and cabling shall
          be clearly  labeled and tagged  with  Tenant's  name and an  emergency
          contact  phone  number at each floor and at a maximum  of twenty  feet
          apart.  Tenant shall not allow any cabling or loose wiring to exist in
          the Building,  outside the Premises,  except as otherwise permitted in
          this  Lease  to be field  verified  and  approved  by  Landlord,  such
          approval not to be  unreasonably  withheld.  Landlord may also install
          dedicated  pull  boxes  (one or more for  each  tenant)  for  Tenant's
          conduits at the floor of the Premises  and at the  basement  level for
          the purposes of coordinating  and  segregating the  telecommunications
          conduits within the Building. Tenant shall pay Landlord's actual costs
          for the pull boxes.

     (c)  Ability to ventilate supplemental HVAC through louvers to the exterior
          of the south side of the Building and Landlord  shall  provide  Tenant
          with  Tenant's  Proportionate  Share of available  space in the common
          areas on the roof of the Building for Tenant's  condenser/dry  coolers
          and  generator  on  the  roof  of  the  Building.  There  shall  be no
          additional costs or feees from Tenant to Landlord for this service.

     (d)  Location for A/C grounding for Tenant's main distribution cabinets and
          transformers.  The ground will be chosen and  installed by Tenant in a
          grounding  area  selected by Landlord and feasible for Tenant's use in
          accordance with Bellcore standards. There shall be no additional costs
          or feees from Tenant to Landlord for this service.

     (e)  Existing slab to underside of concrete deck above has been measured at
          a minimum  13'-0"  clearance.  There shall be no  additional  costs or
          feees from Tenant to Landlord for this service.

     (f)  5000# capacity freight elevator  approximately 10'0"w x 6'0" interior.
          There  shall be no  additional  costs or feees from Tenant to Landlord
          for this service.

     (g)  Loading dock.  There shall be no additional costs or feees from Tenant
          to Landlord for this service.

     (h)  Permission for Tenant to have diverse dual entrances into the Premises
          for fiber  optic  cable  service.  Landlord  will permit the use of or
          installation of all conduits reasonably necessary to connect the fiber
          optic cable service to the Premises,  provided  within the permissible
          area shown on Exhibit E. Landlord shall not limit Tenant in its choice
          of which  telecommunication  carrier  to  utilize.  There  shall be no
          additional costs or feees from Tenant to Landlord for this service.

     (i)  Permission  for  Tenant to  install  and  maintain  on the roof of the
          Building  (in a location and manner  reasonably  approved by Landlord)
          protection against damage by lightning to Tenant's  telecommunications
          equipment.  There shall be no additional costs or feees from Tenant to
          Landlord for this service.

     38.7  Landlord's  and Tenant's  work shall each be performed in  compliance
with the ADA.

     38.8  Landlord  shall provide  within the  passenger and freight  elevators
accommodations  to  separately  lock-out  Tenant's  floor  subject to Landlord's
security and aesthetic requirements.  Landlord shall provide a guard twenty-four
(24) hours a day, and a security system for the Building operated seven (7) days
per week 24 hours a day. Tenant shall have the right to install its own security
system  in the  Premises.  Building  shall be  fully  sprinkled,  to the  extent
required by applicable law.

     38.9 Prior to the  commencement  of  Tenant's  initial  alterations  to the
Premises and the Building  (collectively,  the  "Initial  Alterations"),  Tenant
shall deliver the plans and specifications to Landlord for its written approval,
which approval shall not be unreasonably withheld or delayed. Tenant's plans and
specifications for Tenant's Initial  Alterations must comply with all applicable
laws,  introduce no hazardous  materials into the Building (other than batteries
and diesel  fuel to be stored in the tank and  generator  permitted  hereunder),
impose on Landlord no additional ADA compliance requirements within the Building
or the Premises, and be reasonable and compatible with the systems and structure
of the  Building.  Tenant  shall  deliver to Landlord a report from a structural
engineer  that  all  of  Tenant's  Initial   Alterations  comply  with  building
structural  capacities,  applicable  laws and codes.  Landlord  shall respond to
Tenant's  request for approval of Tenant's plans and  specifications  within ten
(10)  business  days after  receipt  thereof.  In the event  Landlord  shall not
approve  the plans  and  specifications,  Landlord  shall  notify  Tenant of its
objections thereto.  Landlord and Tenant shall thereafter work cooperatively and
in  good  faith  to  reach   agreement  upon  mutually   acceptable   plans  and
specifications.   Tenant  shall  pay  all  Landlord's   reasonable  third  party
engineering and out of pocket expenses  relating to the review of Tenant's plans
and specifications  related to the Initial Alterations.  Tenant at its sole cost
and expense shall obtain any permits,  licenses,  variances,  or other approvals
required  with respect to the  installation  or  operation  of the  improvement,
equipment,  cabling or wiring to be installed by Tenant or to the alterations to
be



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<PAGE>


performed by Tenant.  Tenant shall deliver true and complete  copies  thereof to
Landlord  prior  to  permit   application  and  commencing  any  improvement  or
alteration.  Tenant, its contractors and/or agents shall not tie into,  disrupt,
disengage,  terminate,  or violate any building systems,  fire protection,  fire
alarm,  security,  HVAC,  electrical,  etc.,  unless  coordinated,  scheduled in
advanced and approved with the  Buildings'  engineer,  manager and contractor to
assure  integrity with the system and continued  applicability of the Buildings'
warranties  and  guaranties.  Any  violation  of the above is subject to default
under this Lease.

     38.10  Provided  no  Event  of  Default   hereunder  has  occurred  and  is
continuing,  Tenant  shall have  continuing  rights of first  offer to lease the
balance of the 3rd floor,  in the Building  which is  contiguous to the Premises
and which may become available on and after the date of this Lease. At such time
that Landlord has knowledge that such space ("Offered  Space") is or will become
available, Landlord will give Tenant notice (the "Offering Notice") of the terms
and  conditions  Landlord would be willing to accept with respect to the Offered
Space (including,  without limitation, the proposed rent, additional rent, scope
of Landlord's proposed tenant improvements, location and floor area), and Tenant
shall have five (5) business days within which to respond to  Landlord's  offer.
In the event Tenant elects to accept  Landlords' offer, then Tenant shall notify
Landlord of such election by giving notice to Landlord during such five (5) days
period and Landlord and Tenant shall  thereupon  enter into an amendment to this
Lease for the leasing of the Offered Space,  which  amendment  shall contain (i)
the terms and conditions set forth in the Offering Notice, (ii) provide that the
term  thereunder  shall expire or sooner  terminate  contemporaneously  with the
expiration  or sooner  termination  of the Term hereof,  and (iii)  contain such
other terms and provisions as either  Landlord or Tenant may reasonably  require
in order to effectuate the  incorporation of the Offered Space into the Premises
and to otherwise  effectuate  the intent of this Section  38.10.  Should  Tenant
decline  Landlord's offer or fail to respond  thereto,  then, and in such event,
Tenant  shall have been  deemed to have waived any  prospective  rights of first
offer to the Offered Space and Landlord may lease the Offered Space to any other
party on the same terms and  conditions  set forth in the  Offering  Notice.  If
Tenant declines  Landlord's offer or fails to respond thereto,  Landlord may not
lease the  Offered  Space to any other  party on any terms  other than those set
forth in the Offering Notice without first offering it to Tenant on those terms.

     38.11  Thirty (30) days after  fulfillment  of the  requirements  set forth
below,  Landlord  agrees to pay to  Tenant  $240,000.00  ($20.00/sf)  as and for
Landlord's contribution to Tenant's Work ("Construction Allowance").

     A)   Completion  of Tenant's work in  accordance  with  approved  plans and
          specifications  in a manner  reasonably  satisfactory  to  Landlord or
          Landlord's Architect.

     B)   Presentation to Landlord of the following:

          i)   General  Contractor's  executed  and  notarized  final  waiver of
               Lien/affidavit  form  listing  all  subcontractors  and  material
               suppliers  and the amounts they were paid for work and  materials
               supplied for the Premises which equal or exceed the  Construction
               Allowance;

          ii)  Executed and notarized final Waiver of  Lien/Affidavit  form from
               HVAC, plumbing, electrical,  drywall/carpentry subcontractors and
               material suppliers;

          iii) Waivers/Affidavits must be satisfactory to Landlord.

     C)   Presentation to Landlord of a Certificate of Occupancy.

     D)   Tenant shall have paid to Landlord the first  monthly  installment  of
          Annual Rent.

     E)   Tenant shall have not been in default  under the terms and  conditions
          of this Lease.

     38.12 Tenant shall have the right to display its signage at the entrance to
its  Premises.  In  addition,  Landlord  shall  provide and pay for all standard
building directory ground floor lobby signage for Tenant.

     38.13 Tenant  acknowledge  there is no on-site parking,  and Landlord shall
arrange for four (4) parking  spaces  off-site for Tenant at Tenant's  sole cost
and expense, within a one (1) block radius of the Premises.


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<PAGE>


     38.14 As required by Section  404.56(6),  Florida  Statutes,  the following
notification  is made  regarding  radon  gas:  Radon  is a  naturally  occurring
radioactive  gas that,  when it has  accumulated  in a  building  in  sufficient
quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that  exceed  federal  and state  guidelines  have been found in
buildings in Florida.  Additional  information regarding radon and radon testing
may be obtained from your county public health unit.

<TABLE>

<S>                                     <C>
LANDLORD:                               TENANT:

36 North East Second Street, L.L.C.     Startec Global Communications Corporation
By:

By: /s/                                 By: /s/ Prabhav V. Maniyar

Title: Manager                          Title: Secretary, Sr. VP & CFO
Dated: 10/29/98                         Dated: 10/28/98
Witnesses:                              Witnesses:
/s/                                     /s/
</TABLE>


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