<PAGE>   1
                                                                    Exhibit 10.5

                              COCONUT GROVE BANK

                            BUILDING LEASE AGREEMENT

LANDLORD
TENANT

THIS AGREEMENT, entered into this ______ day of June 1999, A.D., between COCONUT
GROVE BANK, a Florida Banking Corporation, hereinafter referred to as
"Landlord", and AFFILIATED NETWORKS, INCORPORATED herein after referred to as
"Tenant".

                                  WITNESSETH:

PREMISES

THAT THE Landlord does this day lease unto Tenant that certain space
(approximately 7592 square feet), as shown outlined on the plan attached hereto
as Schedule "A" on the 3rd, 4th, 5th (xx) floors of the building, hereinafter
referred to as "Building", known as COCONUT GROVE BANK BUILDING located at 2701
South Bayshore Drive, Miami, Dade County, Florida, to be used and occupied by
tenant as administrative space and for no other purposes or uses whatsoever.

TERM
BASE RENTAL

TO HAVE AND TO HOLD said premises for the term of Five (5) years, beginning 1
July 1999 and ending 30 June 2004 at and for the agreed total base rental of See
Attached SCHEDULE "B" Dollars ($      ), payable as follows: Equal monthly
payments of Dollars ($      ), plus applicable sales taxes and additional rent
as $_______ as provided herein, if any. All payments are to be made in legal
tender of the United States of America to COCONUT GROVE BANK on the first day of
each and every month in advance without demand


              SEE ATTACHED SCHEDULE "A-1" thru "A-3" - FLOOR PLANS
                           SCHEDULE "B" - RENTAL RATE





                                      -1-


<PAGE>   2
at "Building" Manager's office, 2701 South Bayshore Drive, Miami, Dade County,
Florida, or such other place as Landlord may designate in writing, the first
such monthly rental payment to be made simultaneoulsy with the execution of
this lease.

IT IS FURTHER STIPULATED AND COVENANTED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:

COMMENCEMENT

The lease period shall begin when improvements for Tenant, in accordance with
specifications agreed upon in written by Landlord and Tenant, which are the
responsibilities of the Landlord, are complete and the offices ready for
occupancy. Rent payments shall not be delayed due to the fault of the Tenant or
failure to complete improvements ordered by the Tenant for its own use. If the
term of this lease shall begin during a calendar month, then the rent for such
portion of the particular calendar month at the beginning of the term shall be
apportioned and paid on the basis of a month of thirty (30) days. Any credit due
Tenant as a result of such apportionment and its payment of the first monthly
payment shall be credited against the second monthly payment.

SECURITY

Tenant, concurrently with the execution of this lease, has deposited with the
Landlord, unless otherwise expressly stated herein,, a sum equal to one monthly
rental payment exclusive of sales tax, the receipt of which is hereby
acknowledged by Landlord, which sum shall be retained by Landlord as security
for the payment by Tenant of the rents herein agreed to be paid by Tenant and
for the faithful performance by Tenant of the terms and covenant of this lease.
It is agreed that Landlord, at Landlord's option, may at any time apply said sum
or any part thereof toward the payment of the rents and all other sums payable
by Tenant under this lease, and towards the performance of each and every
Tenant's covenants under this lease, but shall thereby be discharged only pro
tanto: That Tenant shall remain liable for any amounts that such sum shall be
insufficient to pay; that Landlord may exhaust any or all rights and remedies
against Tenant before resorting to said sum, but nothing herein contained shall
require to be deemed to require Landlord, so to do; that, should this lease be
faithfully performed by Tenant, this deposit shall be returned by Landlord to
Tenant within ten (10) days after the expiration of the term of this lease.
Landlord shall not be required to pay Tenant any interest on said security
deposit. Landlord shall not be required to hold said security funds in a
segregated account.

BUILDING ACCESS

Building will be open to the public Monday through Friday of each week from 7:00
A.M. until 10:30 P.M. Entrance is available at both the first and second floor
levels with the following exceptions: The second floor entrance will be open and
under the control of a uniformed security guard from 5:30 P.M. until midnight,
Monday through Friday; and on Saturdays and Sundays from 9:00 A.M. until 5:00
P.M. The entrance on the first floor will be closed from 6:00 P.M. until 6:30
A.M. and all day on Saturday and Sunday. All persons entering the building
during the time that the building is under security guard will have to show
identification and sign the Visitor's Log under the supervision of the security
guard. All persons leaving the building while the building is under the control
of the security guard will have to sign out. Tenant may arrange to open building



                                      -2-


<PAGE>   3
beyond the above hours by giving twenty-four (24) hours advance written notice
to the Building Manager and payment to Landlord the cost of additional security
guard service. At all times other than stated above, including Sundays and
Holidays and the Monday following Christmas and New Years, when Christmas and
New Years fall on Sunday, the Building will be under ADT electronic
surveillance and closed to all persons. The above-referenced Holidays are:
Christmas Day, New Year's Day, Memorial Day, Fourth of July, Labor Day and
Thanksgiving Day. When Christmas Eve and New Year's Eve fall on a week day the
building will close at 5:00 P.M. When Christmas Eve and New Year's Eve fall on
Saturday or Sunday the building will be closed to all persons on those days.

It shall be the responsibility of the Tenant to arrange for all of its employees
and/or invitees to be out of the building prior to the building being placed
under ADT electronic surveillance. Landlord shall have no responsibility to any
Tenant, Tenant's employees or invitees in the event said party or persons should
fail to leave the building prior to the time the ADT electronic surveillance is
placed in effect and Tenant agrees to indemnify and save harmless Landlord from
any claim or suit against Landlord in such event.

Landlord reserves the right to issue identification passes and require the same
for admission to the building while under security guard. It is expressly
understood by Tenant that guard and/or ADT service is provided for the
protection of the banking facilities located in the Building. Landlord shall
have no responsibility to Tenant to provide such service and may discontinue
same at any time. Landlord shall have no responsibility to Tenant, its employees
and/or invitees for loss or damage to person or property caused by theft,
vandalism, or other cause or causes.

SERVICES FURNISHED BY LANDLORD

Landlord will furnish Tenant, while occupying the premises, water - cold and
refrigerated - at those points of supply provided for general use of its
Tenants, electricity for lighting and office use, lavatory and toilet
facilities, automatic self-operated elevators, reasonable cleaning services once
each day, Monday through Friday (except Holidays as above defined) (Provided
that the premises are kept in order by Tenant and that same are available for
cleaning after 5:30 P.M. of each day) and air conditioning (cooling) from 7:00
A.M. to 8:00 P.M. on weekdays and from 9:00 A.M. to 5:00 P.M. on Saturdays and
Sundays. If Tenant requires air conditioning at other hours, written notice
twenty-four (24) hours in advance shall be given by Tenant to Landlord and
Tenant will be billed for such use at the rate of Twenty Five Dollars ($25.00)
per hour. The Tenant will not install or maintain electrically operated
equipment or other machinery except light office machines normally used without
first obtaining the written consent of the Landlord and such consent of Landlord
may be conditioned upon payment by Tenant of additional rent. Any electrical or
computer equipment which, together with Tenant's other electrically operated
equipment, requires in excess of 20 ampere - 220 volt service shall not be
installed without the prior written approval of the Landlord (this also includes
photo processing and printing equipment). Likewise, if any Tenant requires
excess use of water, such use shall be conditioned upon written consent of the
Landlord and additional rent as compensation for such excess use. Failure by
Landlord to any extent to furnish, or any stoppage of, these defined services
resulting from causes beyond the control of Landlord shall not render Landlord
liable in any respect for damages to either person or property, nor be construed
as an eviction of Tenant, nor work any abatement of rent nor relieve Tenant from
fulfillment of any covenant or agreement hereof.




                                      -3-
<PAGE>   4
Should any equipment or machinery break down or for any cause cease to
function properly, Landlord shall use reasonable diligence to repair the same
promptly but Tenant shall have no claim for rebate of rent or damages on account
of any interruptions in service occasioned thereby or resulting therefrom.

Any charges against Tenant by Landlord for additional services or work done by
order of the  Tenant, or otherwise accruing under this lease, shall be
considered as rent due and shall be included in any lien for rent.

PARKING

In addition to the premises described herein, the Tenant shall be entitled to
the use of THIRTY-FIVE (35) parking spaces on the premises, the location of
which shall be assigned by the Landlord. If there are unassigned spaces in the
designated employee parking areas, the same may be used by the Tenant until
assigned specifically by the Landlord to another Tenant. Tenant acknowledges
that there will be designated an area of visitor parking and agrees not to park
in said area so designated or permit any of its employees to park in said area
or areas.

Parking in front of the building on the East side and on the North side of the
second level parking area will be limited to fifteen (15) minutes and/or thirty
(30) minutes, as marked. These areas will be patrolled and cars subject to
violation will be towed away at car owner's or operator's expense. The aforesaid
parking is provided for the convenience of Tenants and guests or customers of
Tenants and shall be used at the risk of Tenants, its guests or customers. The
Landlord accepts no responsibility for injury, damage or loss of any
automobiles, while in the parking facility provided for the Tenant in connection
with the premises. Persons using the parking facility and adjacent area thereto
use same at their own risk, and the Landlord accepts no responsibility
whatsoever for any injury to any person in the parking facility or any other
part or portion of the premises, office building, or any adjacent area thereto,
whether under the control of the Landlord or some third party. The Landlord
accepts no responsibility for the regulation of the parking area nor for persons
who improperly park automobiles in spaces assigned to another Tenant or operate
automobiles in an improper manner. Landlord is under no obligation to provide a
parking attendant or doorman, and is under no obligation to provide security for
automobiles parked in the parking facility.

ASSIGNMENT OR SUBLETTING

Tenant will not assign this lease or allow the same to be assigned by operation
of law or otherwise, or sublet the demised premises, or any part thereof, or use
or permit the same to be used for any other purpose than as above stipulated,
unless authorized by Landlord; said authorization will not be unreasonably
withheld.

REPAIRS AND RE-ENTRY

Tenant will, at Tenant's own cost and expense, repair or replace any damage or
injury done to the building, or any part thereof, caused by Tenant or Tenant's
agents, employees, invitees, or visitors. If Tenant fails to make such repairs
or replacements promptly, or within fifteen (15) days of occurrence, Landlord
may, at its option, make such repairs or replacements and Tenant shall repay the
cost thereof to Landlord on demand. Tenant will not commit or allow any waste or
damage to be committed on any portion of the demised premises, and shall, at the
termination of




                                      -4-
<PAGE>   5
this lease, by lapse of time or otherwise, deliver up said premises to Landlord
in as good condition as at date of possession of Tenant, ordinary wear and tear
and damage by fire or windstorm alone excepted, and, upon such termination of
lease, Landlord shall have the right to re-enter and resume possession of the
demised premises.

ALTERATIONS ADDITIONS OR IMPROVEMENTS

Tenant will not make or allow to be made any alterations or physical additions
in or to the demised premises without written consent of Landlord first had and
obtained. Any and all such alterations, physical additions or improvements when
made to the demised premises by Tenant shall be at the Tenant's cost and
expense. Any and all such alternations, physical additions or improvements
except removable fixtures or furniture of the Tenant shall at once become the
property of the Landlord and shall be surrendered to the Landlord upon the
termination in any manner, of this lease.

LAWFUL USE AND VIOLATIONS OF INSURANCE COVERAGE

Tenant will not occupy or use, or permit any portion of the demised premises to
be occupied or used for any business or purpose which is unlawful in part or in
whole or deemed to be disreputable in any manner, or extra hazardous, or permit
anything to be done which will in any way increase the rate of insurance on said
building and/or its contents.

LAWS AND REGULATIONS

Tenant will keep and maintain the demised premises in a clean and healthful
condition and comply with all laws, ordinances, orders, rules and regulations
(State, Federal, Municipal and other agencies or bodies having any jurisdiction
thereof, including rules, orders and regulations of the Southeastern
Underwriters Association for the prevention of fires), with reference to use,
conditions or occupancy of the demised premises.

RULES OF BUILDING

Tenant and Tenant's agents, employees, invitees and visitors will comply fully
with all requirements of rules of the building which are attached hereto and
made a part hereof as though fully set out herein. Landlord shall at all times
have the right to change such rules and regulations or to amend them in any
reasonable manner as may be deemed advisable by Landlord for the safety, care
and cleanliness of the demised premises and for preservation of good order
therein, all of which changes and amendments will be sent by Landlord to Tenant
in writing and shall be thereafter carried out and observed by Tenant.

ENTRY FOR REPAIRS AND INSPECTION

Tenant will permit Landlord or its officers, agents or representatives
the right to enter into and upon any and all parts of the demised premises, at
all reasonable hours to inspect same or clean or make repairs or alterations or
additions as Landlord may deem necessary or desirable and Tenant shall not be
entitled to any abatement or reduction of rent by reason thereof.

NUISANCE

Tenant will conduct his business, and control his agents, employees, invitees
and visitors in such a manner as not to create any nuisance, or interfere with,
annoy, or disturb any other Tenant or Landlord in its management of the
building.




                                      -5-
<PAGE>   6


CONDEMNATION

In the event the whole or any part of the building other than a part not
interfering with the maintenance or operation thereof shall be taken or
condemned for any public or quasi-public use or purpose, the Landlord may at its
option terminate this lease from the time title to or right to possession shall
vest in or be taken for such public or quasi-public use or purpose, and the
Landlord shall be entitled to any and all income, rent, awards or any interest
therein whatsoever which may be paid or made in connection therewith.

LOSS OR DAMAGE

Landlord shall not be liable or responsible for any loss or damage to any
property or person occasioned by theft, fire, act of God, public enemy,
injunction, riot, strike, insurrection, war, Court order, requisition or order
of governmental body or authority, or other matter beyond the control of
Landlord, or for any damage or inconvenience which may arise through repair or
alteration of any part of the building or failure to make any such repairs or
from any cause whatever unless caused solely by Landlord's negligence.

LIEN FOR RENT

In consideration of the mutual benefits arising under this contract, Tenant does
hereby pledge and assign unto Landlord all property of Tenant now or hereafter
placed in or upon the demised premises (except such part of any property as may
be exchanged or replaced from time to time in its ordinary course of
operations), and such property is hereby subjected to a lien in favor of
Landlord and shall be and remain subject to such lien of Landlord for payment
of all rents and other sums agreed to be paid by Tenant herein. Said liens shall
be in addition to and cumulative of the Landlord's liens provided by law.

ABANDONMENT

If the Tenant shall abandon or vacate said premises before the end of the term
of this lease, or shall suffer the rent to be in arrears, the Landlord may, at
its option, forthwith cancel this lease or it may enter said premises as the
agent of the Tenant, by force or otherwise, without being liable in any way
therefor, and relet the premises with or without any furniture that may be
therein, as the agent of the Tenant, at such price and upon such terms and for
such duration of time as the Landlord may determine, and receive the rent
therefor, applying the same to the payment of the rent due by these presents,
and if the full rental herein provided shall not be realized by Landlord over
and above the expenses to Landlord in such reletting, including but not limited
to the cost of renovating, altering and decorating for a new occupant, the said
Tenant shall pay any deficiency, and if more than the full rental is realized,
Landlord will pay over to said Tenant the excess on demand; or Landlord may sue
the Tenant as each installment of rent matures or for the whole rent when it
becomes due.

HOLDING OVER

In the case of holding over by Tenant after expiration or termination of this
lease, Tenant will pay as liquidated damages, double rent for the entire
holdover period. No holding over by Tenant after the term of this lease, either
with or without consent and acquiescence of Landlord, shall operate to extend
the lease for a longer period than one month; and any holding over with the
consent of Landlord in writing shall thereafter constitute this lease a lease
from month to month.





                                      -6-

<PAGE>   7




INSURANCE

Lesee shall, at its own expense, procure and maintain through the Term:

Combined comprehensive single limit public liability insurance, including, but
not limited to, insurance against assumed or contractual liability under this
Lease, with respect to the Premises, to afford protection with limits, for each
occurrence, of not less than Five Hundred Thousand Dollars ($500,000.00);

All risks, property and casualty insurance, including vandalism, malicious
mischief, fire and extended coverage written at replacement cost value and with
replacement cost endorsement, covering all of Lessee's personal property in the
Premises (including, without limitation, inventory, trade fixtures, floor
coverings, furniture and other property removable by Lessee under the
provisions of this Lease) and all leasehold improvements installed in the
Premises by or on behalf of Lessee:

Plate glass insurance covering the plate glass in the Premises; and

If and to the extent required by law, workmen's compensation or similar
insurance in form and amounts required by law.

Lessee's insurance shall be with a Best's A+ rated company licensed to transact
business in the State of Florida. Lessor and Lessor's mortgagee, if any, shall
be named as additional insureds under Lessee's insurance, and such insurance
shall be primary and non-contributing with any insurance carried by Lessor.
Lessee's insurance policies shall contain endorsements requiring thirty (30)
days notice to Lessor and Lessor's mortgagee, if any, prior to any cancellation
or any reduction in amount of coverage. Lessee shall deliver to Lessor as a
condition precedent to its taking occupancy of the Premises, but not to its
obligation to pay Rent, a certificate or certificates evidencing such insurance
acceptable to Lessor. Lessee shall at least thirty (30) calendar days prior to
the expiration of such policies, deliver to Lessor certificates of insurance
evidencing the renewal of such policies. A FAILURE TO PROVIDE SUCH INSURANCE
COVERAGE SHALL BE DEEMED AN EVENT OF DEFAULT UNDER THIS LEASE.

If, on account of the failure or Lessee to comply with the foregoing
provisions, Lessor is adjudged a co-insurer by its insurance carrier, then any
loss or damage Lessor shall sustain by reason there of shall be borned by
Lessee and shall be immediately paid by Lessee upon receipt of a bill thereof
and evidence of such loss.

Lessor shall not be obligated to insure any furniture, equipment, machinery,
goods or supplies which Lessee may bring or obtain upon the Premises, or any
additional improvements which Lessee may construct on the Premises. Lessor
reserves the right to self-insure the Building.

Anything in the Lease to the contrary notwithstanding, Lessor and Lessee hereby
waive and release each other of and from any and all rights of recovery, claim,
action or cause of action, against each other, their agents, officers and
employees, for any loss or damage that my occur to the Premises, Building,
improvements to the Building, any furniture, equipment, machinery, goods or
supplies not covered by this Lease which Lessee may bring or obtain upon the
Premises, or any additional improvements which Lessee may construct on the
Premises, by reason of fire, the elements or any or any other cause which could
by insured against, under the terms



                                      -6A-
<PAGE>   8



of standard fire and extended coverage insurance policies, regardless of cause
or origin, including negligence of Lessor or Lessee and their agents, officers
and employees. Because this Subsection will preclude the assignment of any
claim mentioned in it by way of subrogation (or otherwise) to an insurance
company (or any other person), each party to this Lease agrees immediately to
give to each insurance policies properly endorsed, if necessary, to prevent the
invalidation of the insurance coverage by reason of the mutual waivers
contained in this Subsection. Lessee also waives and releases Lessor, its
agents, officers and employees, of and from any and all rights of recovery,
claim, action or cause of action for any loss or damage insured against under
any other policies of insurance carried by Lessee.























                                      -6B-
<PAGE>   9




FIRE CLAUSE

In the event of damage by fire or other causes resulting from fault or
negligence of Tenant or Tenant's agents, employees, invitees or visitors, the
same shall be repaired by and at the expense of Tenant under the direction and
supervision of Landlord. If the demised premises, without fault or neglect of
the Tenant, his agents, employees, invitees, or visitors, shall be partially
destroyed by fire or other casualty so as to render the premises untenantable,
the rental herein recited shall cease thereafter until such time as the demised
premises are made tenantable by Landlord. In case of the total destruction of
the demised premises without fault or neglect of the Tenant, his agents,
employees, invitees or visitors, or if from such cause the same shall be so
damaged that Landlord shall decide not to rebuild, then all rental due up to
the time of such destruction or termination shall be paid by Tenant, and
thenceforth this lease shall cease and come to an end. In the event of damage
to the Demised Premises by fire or other causes if the Demised Premises cannot
be restored within 120 days from the date of such damage, Tenant, at Tenant's
election, may terminate this Lease and the rent shall be paid only to the date
when such damage occurred.

ATTORNEY'S FEES

In case Tenant makes default in the performance of any of the terms, covenants,
agreements or conditions contained in this lease, the Landlord places the
enforcement of this lease, or any part thereof, or the collection of any rent
due, or to become due hereunder, or recovery of the possession of the demised
premises in the hands of an attorney, or files suit upon the same, Tenant
agrees to pay Landlord reasonable attorney's fees and Court costs, provided
Landlord prevails; however, if Tenant prevails, Landlord shall pay Tenant's
reasonable attorney's fees and Court costs.

INDEMNITY LIABILITY

The Tenant will indemnify and hold harmless the Landlord against all
liabilities, damages, and other expenses, including reasonable attorney's fees,
which may be imposed upon, incurred by, or asserted against the Landlord by
reason of any of the following occurring during the term of this lease: (a) Any
use or occupancy of the leased property by Tenant, (b) Any negligence on the
part of the Tenant or its agents, contractors, licensees, (c) Any personal
injury or property damage occurring on or about the leased property. Landlord
shall not be liable to Tenant for any damage, loss or injuries to persons or
property of the Tenant which may be caused by the acts or negligence of any
person or corporation, except such injury or loss resulting from negligence of
the Landlord, its agents or employees.

LIENS

Tenant shall have no authority to create any liens for labor or materials on
landlord's interest in building owned by Landlord and all persons contracting
with Tenant for labor, materials and/or supplies or the doing of work shall look
solely to Tenant and Tenant's interest under this lease and said persons are
hereby charged with notice that they must look solely to Tenant's interest in
the demised premises. In the event any such lien is filed against the property
of the Landlord, Tenant shall forthwith discharge the same; if not discharged by
Tenant within thirty (30) days after the filing of said lien, either by a
satisfaction thereof or by the posting of a bond, Tenant's failure so to do
shall constitute a default under the terms of this lease. Tenant further agrees
and will hold harmless




                                      -7-
<PAGE>   10


Landlord from all costs, including bond premiums and attorney's fees and/or
other charges and expenses reasonably incurred by Landlord in connection with
the discharge of any such lien or any judgment obtained thereon. Any such
expenses incurred by Landlord shall be considered as rent due and payable on
demand of Landlord.

CERTIFICATE

Upon the request of Landlord, its mortgagee, prospective purchaser or any
Federal or State Bank Examiner, Tenant shall furnish a Certificate in writing
to the effect that its lease is in full force and effect and that Landlord is
not in default, or specifically state any exceptions thereto. Failure to give
such Certificate within two weeks after written request shall be conclusive
evidence that the lease is in full force and effect and Landlord is not in
default. Tenant shall thereafter be estopped from asserting any such defaults
as of the date of said request.

DEFAULT BY TENANT

Tenant agrees to pay promptly said rent and all other charges that accrue under
this lease. In the event that Tenant should be in default thereof for a period
of seven (7) days after the same shall become due and payable, Landlord shall
have the option of: (1) Terminating this lease and resuming possession of the
premises for its own account and recovering from Tenant the damage between the
rent specified in this lease and the rental value thereof for the balance of
the term, reduced to its present worth; (2) Or, enter the premises as agent of
Tenant and rent the same for the remainder of the term for the account of Tenant
and recovery from Tenant either at the end of the term or as each payment
becomes due, as Landlord may choose, the difference between the rent called for
in this lease and the rent received on re-renting.

Default on Tenant's part in keeping or performing any other term, covenant, or
condition of this lease, shall authorize Landlord, at its option at any time
after such default, and after ten (10) days' written notice thereof to Tenant,
immediately, or at any time thereafter, to re-enter said premises and remove
all persons therefrom with or without legal process, and without prejudice to
any of its other legal rights, and all claims for damages by reason of such
re-entry are expressly waived, as also are all claims for damages by reason of
any distress warrants or proceedings by way of sequestration which Landlord may
employ to recover said rents, or possession of said premises, and Landlord
shall have the options set forth in the preceding paragraph pertaining to a
default in payment of rents, provided that Landlord shall not have the right to
re-enter if, within ten (10) days after written notice of any default, Tenant
fully cures all defaults.

WAIVER

Failure of Landlord to declare any default immediately upon occurrence thereof
or delay in taking action in correction therewith shall not waive such default,
but Landlord shall have the right to declare any such default at any time and
take such action as might be lawful or authorized hereunder, either in law or
in equity.

POSSESSION

If, for any reason, the demised premises shall not be ready for occupancy by
Tenant at the time of commencement of this lease,




                                      -8-
<PAGE>   11



this lease shall not be affected thereby, nor shall Tenant have any claim
against Landlord by reason thereof, but no rent shall be payable for the period
during which the premises shall not be ready for occupancy; and all claims for
damages arising out of such delay are hereby waived and released by Tenant.

BANKRUPTCY

If, voluntary bankruptcy proceedings be instituted by Tenant, or if proceedings
be instituted by any one else to adjudge Tenant a bankrupt, or if Tenant makes
an assignment for the benefit of his creditors or if execution be issued
against him, or if the interest of Tenant in this contract passes by operation
of law to any person other than Tenant, this lease may, at the option of
Landlord, be terminated by written notice addressed to Tenant and mailed in the
post office at Miami, Florida.

TRANSFER OF LANDLORD'S RIGHTS

Landlord shall have the right to transfer and assign, in whole or in part, all
and every feature of its rights and obligations hereunder and in building and
property referred to herein. Such transfers or assignments may be made either
to a corporation, trust company, individual or group of individuals, and,
howsoever made, are to be in all things respected and recognized by Tenant.

AMENDMENT OF LEASE

This agreement may not be altered, changed, or amended, except by an instrument
in writing, signed by both parties hereto.

SUBORDINATION

This lease is hereby made expressly subject and subordinate at all times to any
and all mortgages, deeds of trust, ground or underlying leases affecting the
demised premises which have been executed and delivered, or which may at any
time hereafter be executed and delivered, and any and all extensions and
renewals thereof and substitutions therefor, and to any and all advances made or
to be made under or upon said mortgages, deeds of trust, ground or underlying
leases. Tenant agrees to execute any instrument or instruments which the
Landlord may deem necessary or desirable to effect the subordination of this
lease to any or all such mortgages, deeds of trust, ground or underlying leases
and, in the event the Tenant shall refuse after reasonable notice to execute
such instrument or instruments, the Landlord may, in addition to any right or
remedy accruing hereunder, terminate this lease without incurring any liability
whatever, and the estate hereby granted is expressly limited accordingly.

TIME OF THE ESSENCE

It is understood and agreed between the parties hereto that time is of the
essence of this contract, and this applies to all terms and conditions
contained herein.

PEACEFUL ENJOYMENT

Tenant shall and may peaceably have, hold and enjoy the demised premises subject
to the other terms hereof and provided Tenant pays the rentals herein recited
and performs all of his covenants and agreements herein contained.

NO REPRESENTATIONS BY LANDLORD

Landlord or its agents have made no representations or promises with respect to
the said building, the land upon which it is erected or demised premises except
as herein expressly set forth and no rights, easements or licenses are acquired
by Tenant by






                                      -9-
<PAGE>   12



implication or otherwise except as expressly set forth in the provisions of
this lease. The taking possession of the demised premises by Tenant shall be
conclusive evidence, as against Tenant, that Tenant accepts same "as is" and
that said premises and the building of which the same form a part were in good
and satisfactory condition at the time such possession was so taken.

SURRENDER OF PREMISES

Tenant shall surrender to Landlord, at termination of this lease and/or upon
any cancellation of this lease, said demised premises. In the event the Tenant
should fail to surrender said premises upon termination of this lease, Tenant
will pay to Landlord any damages that Landlord might incur on account of
Tenant's failure to deliver possession of the demised premises to Landlord and
will indemnify and hold harmless Landlord from any and all claims made by any
succeeding Tenant of said premises on account of delay of Landlord in
delivering premises to said succeeding Tenant, to the extent such delay is
occasioned by Tenant's failure to surrender said premises. This right of
Landlord against Tenant is in addition to the Holdover provisions hereinbefore
set forth in this lease.

If Tenant should fail to remove all of its personal property upon termination
of lease, Landlord may, at its option remove same in any manner the Landlord
shall choose and store such effects without liability to the Tenant for loss,
and the Tenant agrees to pay to the Landlord on demand, all expenses incurred
in such removal, including Court costs and attorney's fees, or the Landlord
may, at its option, without notice, sell such effects or any part, at private
sale without legal process for such price as the Landlord may obtain and apply
the proceeds of such sale or any amounts due under this lease from the Tenant
to the Landlord and on the expense incident to the removal and sale of said
effects.

CAPTIONS

The Captions are inserted only as a matter of convenience and for reference and
in no way define, limit or describe the scope of this lease nor the intent of
any provision thereof.

HEIRS AND ASSIGNS

The covenants, conditions and agreements contained in this lease shall bind and
inure to the benefit of Landlord and Tenant and their respective heirs,
distributees, executors, administrators, successors, and, except as otherwise
provided in this lease, their assigns.

NO BROKER

Tenant warrants and represents that it dealt with no Real Estate Broker in the
negotiation of this lease and Landlord, in executing this lease, is relying
upon such representation.

NOTICES

It is understood and agreed between the parties hereto that written notice
addressed to Tenant and mailed or delivered to premises leased hereunder shall
constitute sufficient notice to the Tenant, and written notice addressed to
Landlord and mailed or delivered to the office of Landlord shall constitute
sufficient notice to the Landlord, to comply with the terms of this lease.

CUMULATIVE REMEDIES

The various rights, remedies, powers and elections of Landlords reserved,
expressed or contained in this lease are cumulative




                                      -10-
<PAGE>   13




and no one of them shall be deemed to be exclusive of the others or of such
other rights, remedies, powers, options or elections as are now, or may
hereafter be, conferred upon Landlord by law.


PRONOUNS AND GENDER

The terms Landlord and Tenant, as herein contained, shall include singular
and/or plural, masculine, feminine, and/or neuter, heirs, successors,
executors, administrators, personal representatives and/or assigns wherever the
context so requires or admits and use of and neuter gender includes all
genders, wherever the context so requires.

RELOCATION OF TENANT

Landlord shall have the sole right to relocate any Tenant, having one thousand
square feet or less, to comparable space in the Building, upon giving the
Tenant ninety days prior written notice.






















                                   -11 & 12-
<PAGE>   14




SHOWING PREMISES

At anytime, within thirty days before the expiration of this lease, Landlord or
its agents shall have the right to enter the premises during reasonable hours
to exhibit said premises to prospective tenants.

OPTION TO RENEW

Landlord grants Tenant the first right of refusal to renegotiate a new lease,
commencing at the expiration of the original term, provided Tenant shall not be
in default under the terms of this lease, and shall give written notice of sixty
(60) days before the expiration of this lease.




                                         COCONUT GROVE BANK, Landlord



/s/                                      By: /s/ A.D. Harrison, Jr.
-----------------------------               ----------------------------- (Seal)
                                            A.D. HARRISON, JR.
                                            Chairman

                                         Date:
-----------------------------                 ---------------------------
(Witness as to Landlord)





                                         Tenant:



/s/                                      By: /s/ David A. Schwedel
-----------------------------               ----------------------------- (Seal)


/s/                                      Date:  6/22/99
-----------------------------                 ---------------------------
(Witness as to Tenant)


IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this lease as of the day and year first above written.







                                      -13-
<PAGE>   15




                                  [FLOORPLAN]
















                                  SCHEDULE "A"
<PAGE>   16
                                  SCHEDULE "B"

                                  RENTAL RATE


Suites 310, 403, and 500A - 7,592 square feet
AFFILIATED NETWORKS, INC.
5 Year Lease with 2 Year Option




FIRST YEAR:                                  July 1, 1999 to June 30, 2000
                                             $16.50 per sq ft
                                             $125,268 per annum, plus tax


SECOND & THIRD YEARS                         July 1, 2000 to June 30, 2002
                                             $17.00 per sq ft
                                             $129,064 per annum, plus tax

FOURTH & FIFTH YEARS                         July 1, 2002 to June 30, 2004
                                             $18.00 per sq ft
                                             $136,656 per annum, plus tax


                                OPTION TO RENEW

Landlord grants Tenant the option to extend the lease term for an additional
two (2) year period. The rental rate for the option period shall be negotiated
no later than sixty (60) days prior to the end of the original lease period.






<PAGE>   17



          COCONUT GROVE BANK
       2701 SOUTH BAYSHORE DRIVE                                 [LOGO]
         MIAMI, FLORIDA 33133
          TELEPHONE 858-6666
           FAX 305-856-7052
        TELEX # 518939 COGROBANK

--------------------------------------------------------------------------------
                         WHERE SUMMER SPENDS THE WINTER
--------------------------------------------------------------------------------


  J.W. JUDGE
BUILDING MANAGER



                                                       23 November 1999



Affiliated Networks Inc.
Coconut Grove Bank Building
Fifth Floor
2701 S. Bayshore Dr.
Miami, Florida


Dear David:

Effective 1 January 2000 your Building Lease Agreement dated 1 July, 1999 is
hereby amended to include 4,208 square feet located on the Penthouse Floor; new
total approximate square feet: 11,800. Rental rate on the additional square
footage shall be $23.00 sq. ft. The additional rent shall be $8,065.33 per
month, plus tax.

Please forward a check in the amount of $8,065.33 for the additional security
deposit required.

All other terms and conditions of the original Lease Agreement remain the same.

If you are in agreement with this Amendment please sign in the space provided
below.

Sincerely,


/s/ J.W. Judge
J.W. JUDGE


/s/ David Schwedel, President      11/23/99
-------------------------------------------
SIGNATURE/TITLE/DATE