EXHIBIT 10.45



                                     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>
<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 of,  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 


<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.

     2.1. 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

     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) commissions  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 are 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>



     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  Expenses to be attributed to Tenant by 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 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.

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.

     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  to  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.

                                       5
<PAGE>

     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 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 

                                       6
<PAGE>

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 the 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 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.

     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 

                                       7
<PAGE>

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 to 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 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.

                                       8
<PAGE>


11.0 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 lease 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.

12.0  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.

13.0 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 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.

                                        9

<PAGE>

     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.

14.0  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 f 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 in
default  following  the  expiration  of any  applicable  cure  period  under any
provisions of this Lease.

16.0 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.

17.0 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.

                                       10

<PAGE>

     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.

18.0 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.

               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. 

19.0 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

                                       11
<PAGE>

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.

                      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 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 

                                       12
<PAGE>

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.

20.0 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:

                     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.

21.0 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  

                                       13
<PAGE>

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.

22.0 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.

     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  such  damage,  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 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.

23.0 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  

                                       14

<PAGE>

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.

24.0 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.

25.0 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.

26.0 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.

27.0 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.

28.0 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 

                                       15
<PAGE>

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.

29.0 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.  Tenant  hereby  accepts  and agrees to be bound by the  figures  for the
rentable space footage of the Premises and Tenant's Proportionate Share shown on
the Reference Page.

30.0 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.

31.0 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.

32.0 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.

33.0 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.

34.0 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 <PAGE>

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.

35.0 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.

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


                                       16
<PAGE>

37.0 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.

38.0 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  requirements,  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.

     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.  Landlord agrees that Tenant, at its sole expense, shall
install a fire  protection  system which is approved by Landlord,  such 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.

     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  said  antennae  at
locations and in a manner reasonably approved by Landlord,  and provided further
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.

     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 

                                       17

<PAGE>

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.

   (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 of the roof of the Building for  Tenant's  condenser/dry  coolers
         and generator on the roof of the Building.

   (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.

   (e)   Existing  slab to underside of concrete deck above has been measured at
         a minimum 13'-0" clearance.

   (f)   5000# capacity freight elevator approximately 10'0"w x 6'0" interior.

   (g)   Loading dock.

   (h)   Permission  for Tenant to have diverse dual entrances into the Premises
         for fiber  optic  cable  service.  Landlord  will permit the use and/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.

   (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.

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

                                       18
<PAGE>

     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 plan
and specifications  related to the Initial Alterations.  Tenant at its sole cost
and expense shall obtain any permits,  license,  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 be  alterations to
be 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.

     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'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.

                                       19
<PAGE>


     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  Landlord and Tenant  acknowledge  that Landlord has not yet acquired
title to the Building and therefore  this lease and all  obligations  and Tenant
herein are conditioned  upon Landlord's  acquisition of such title no later than
November 1, 1998.

     38.14 Tenant  acknowledges 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.

     38.15 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

</TABLE>

<TABLE>
<S>                                                <C>                               
                                                                                     
By:                                                                                  
    -----------------------------                                                    
By: /s/                                            By: /s/                           
   ------------------------------                     -------------------------------
Title: Manager                                     Title: Prabhav V. Muniyar
      ---------------------------                         Secretary, Sr. VP & CFO    
Dated: 10/29/98         , 19                       Dated: 10/28/98       ,19         
      -----------------     -----                         ---------------   ---------
Witnesses:                                         Witnesses:                        
/s/                                                /s/                               
---------------------------------                 -----------------------------------

---------------------------------                 -----------------------------------
</TABLE>