<PAGE>   1
                                                                   EXHIBIT 10.2





                         PINELLAS BUSINESS CENTER, INC.





<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
                                                                                                                     ----
<S>      <C>                                                                                                         <C>
1.       Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2.       Lease Grant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.       Lease Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4.       Common Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5.       Permitted Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6.       Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7.       Utilities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

8.       Maintenance and Repairs by Landlord  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

9.       Protective Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

10.      Graphics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

11.      Care of the Premises by Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

12.      Repairs and Alterations by Tenant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

13.      Electrical Overload; Structural Overload . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

14.      Laws and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

15.      Building Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

16.      Entry by Landlord  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

17.      Assignment and Subletting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

18.      Mechanic's Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

19.      Tenant's Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

20.      Landlord's Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

21.      Tenant's Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
</TABLE>





                                      -i-
<PAGE>   3


<TABLE>
<S>      <C>                                                                                                           <C>
22.      Indemnity; Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

23.      Waiver of Subrogation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

24.      Casualty Damage  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

25.      Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

26.      Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

27.      Events of Default; Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

28.      Peaceful Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

29.      Holding Over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

30.      Subordination to Mortgage  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

31.      Encumbrance Holder's Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

32.      Encumbrance Holder's Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

33.      Estoppel Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

34.      Intentionally deleted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

35.      Attorney's Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

36.      No Implied Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

37.      Landlord's Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

38.      Limitation of Landlord's Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

39.      Security Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25

40.      Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

41.      Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

42.      Recordation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

43.      Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
</TABLE>





                                      -ii-
<PAGE>   4


<TABLE>
<S>      <C>                                                                                                           <C>
44.      Force Majeure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

45.      Time of Performance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

46.      Transfers by Landlord  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

47.      Brokers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

48.      Joint and Several Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

49.      Effect of Delivery of This Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

50.      Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

51.      Binding Effect.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

52.      Statutory Notice Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

53.      Waiver of Trial by Jury  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

54.      Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

55.      Third Party Beneficiary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

56.      Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

57.      Prior Agreements and Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
</TABLE>

EXHIBIT "A" - LEGAL DESCRIPTION OF PROPERTY

EXHIBIT "B" - LEGAL DESCRIPTION OF PROJECT

EXHIBIT "C" - FLOOR PLAN

EXHIBIT "D" - ADDITIONAL RENT

EXHIBIT "E" - WORK LETTER

EXHIBIT "F" - RULES AND REGULATIONS

EXHIBIT "G" - OPTION TO RENEW






                                     -iii-
<PAGE>   5

                         PINELLAS BUSINESS CENTER, INC.

                           INDUSTRIAL LEASE AGREEMENT


         THIS LEASE AGREEMENT (the "Lease"), made and entered into on this the
_____ day of _____________, 1997, by and between PINELLAS BUSINESS CENTER,
INC., a Delaware corporation ("Landlord") and DIGITAL LIGHTWAVE, INC., a
Florida corporation ("Tenant").


                              W I T N E S S E T H

1.       Definitions.

         (a)     "Building" shall mean the building known as Building 1, Phase
         I, Pinellas Business Center located at 11001 Roosevelt Boulevard, St.
         Petersburg, Florida 33716, and lying upon the real property (the
         "Property") more particularly described in EXHIBIT "A" attached hereto
         and incorporated herein by this reference.  For purposes of this
         Lease, the Rentable Area of the Building (as hereinafter defined)
         shall be deemed to be 63,974 square feet.

         (b)     "Project" shall mean the industrial office park known as
         Pinellas Business Center located upon the real property more
         particularly described in EXHIBIT "B" attached hereto and incorporated
         herein by this reference, including the buildings and improvements
         thereon and all common areas appurtenant thereto.  For purposes of
         this Lease, the Rentable Area of the Project (as hereinafter defined)
         shall be deemed to be 202,847 square feet.

         (c)     "Premises" shall mean Bay Number 300 of the Building and
         outlined on the floor plans attached to this Lease as EXHIBIT "C" and
         incorporated herein by this reference.  For purposes of this Lease,
         the Rentable Area of the Premises (as hereinafter defined) shall be
         deemed to be 12,740 square feet.

         (d)     Protective Covenants shall mean those certain covenants and
         restrictions set forth in the Declaration of Restrictions and
         Easements recorded in Official Records Book 7153, Page 1131, of the
         Public Records of Pinellas County, Florida.

         (e)     "Base Rental" shall mean base rental at an annual rate per
         square foot of Rentable Area (RRSF) payable according to the following
         schedule:





                                      -1-
<PAGE>   6

<TABLE>
<CAPTION>
                                                                    MONTHLY                   ANNUAL
         LEASE YEAR                        RRSF                     BASE RENTAL               BASE RENTAL
         <S>                               <C>                      <C>                       <C>
         08/01/97 - 07/31/98               $8.50                    $ 9,024.17                $108,290
         08/01/98 - 07/31/99               $9.00                    $ 9,555.00                $114,660
         08/01/99 - 07/31/00               $9.50                    $10,085.83                $121,030
</TABLE>

         (f)     "Additional Rent" shall mean all other sums of money (in
         addition to Base Rental) which shall become due and payable from
         Tenant hereunder, including but not limited to Tenant's Share of
         Increased Operating Expenses (as defined on EXHIBIT "D" attached
         hereto and incorporated herein by this reference).

         (g)     "Rent" shall mean the Base Rental plus any Additional Rent.

         (h)     "Commencement Date" shall mean the earlier of (i) the date of
         "Substantial Completion" (as defined in the Tenant Improvements Rider
         attached hereto as EXHIBIT "E" and incorporated herein by this
         reference the "Work Letter") or (ii) August 1, 1997 (the "Scheduled
         Commencement Date"), except as the same may be delayed pursuant to
         Section 3 hereof.

         (i)     "Lease Term" shall mean a term commencing on the Commencement
         Date and continuing until the Termination Date (as hereinafter
         defined).  For purposes of this Lease, the term "Lease Year" shall
         mean the twelve (12) calendar month period commencing on the
         Commencement Date and each consecutive twelve (12) calendar month
         period thereafter, except that (i) if the Commencement Date is a date
         other than the first day of a calendar month, the first Lease Year
         shall commence on the Commencement Date and expire on the last day of
         the twelfth full calendar month after the Commencement Date and thus
         shall include any portion of a calendar month during which the
         Commencement Date occurs, and (ii) the last Lease Year shall expire on
         the Termination Date (as hereinafter defined).

         (j)     "Permitted Use" shall mean light manufacturing, assembly,
         general office and warehouse use.

         (k)     "Termination Date" shall mean the last day of the Lease Term.

         (l)     "Security Deposit" shall mean the sum of $9,024.17 deposited
         by Tenant with Landlord and to be held pursuant to Section 39 of this
         Lease.

         (m)     "Common Areas" shall mean those areas and facilities which may
         be furnished by Landlord within the Project, as designated by Landlord
         from time to time, intended for the





                                      -2-
<PAGE>   7

         general common use and benefit of all tenants of the Project and
         their agents, representatives, licensees, employees and invitees,
         including, without limitation, any and all employee's parking areas,
         service roads, malls, loading facilities and sidewalks as such common
         areas now exist or as such common areas may hereafter be constructed,
         demolished or changed and other facilities as may be designated from
         time to time by Landlord, but excluding any areas (including parking
         areas and loading facilities) designated for the exclusive use of any
         particular tenant(s).

         (n)     "Rentable Area of the Building" shall mean the total gross
         floor area enclosed by the surface of the exterior walls of the
         Building.

         (o)     "Rentable Area of the Project" shall mean the sum of the total
         gross floor area enclosed by the surface of the exterior walls of each
         of the buildings within the Project.

         (p)     "Rentable Area of the Premises" shall mean, as applicable, the
         total gross floor area of the Premises as measured from the outside
         surface of the exterior walls to the outside surface of the opposite
         exterior walls, or from the center of the partitions that separate the
         Premises from adjoining space to the outside surface of the exterior
         walls or the center of the opposite partitions that separate the
         Premises from adjoining space and shall include columns and
         projections necessary to the Building.

         (q)     "Tenant Improvements" shall mean those improvements
         constructed or installed on the Premises by or for Tenant as provided
         in the Work Letter using "Building Grade" (as hereinafter defined)
         construction and materials where appropriate.

         (r)     "Additional Tenant Improvements" shall mean any improvements
         constructed or installed on the Premises by or for Tenant in addition
         to the Tenant Improvements.

         (s)     "Building Grade" shall mean:  (i) the type, brand and/or
         quality of materials Landlord designates from time to time to be the
         minimum quality to be used in the Building or, as the case may be, the
         exclusive type, grade or quality of material to be used in the
         Building; and (ii) the standard method of construction and
         installation technique to be used in the Building.

         (t)     "Option to Renew" shall mean Tenant's right to renew this
         Lease in accordance with EXHIBIT "G" attached hereto and by this
         reference made a part hereof.





                                      -3-
<PAGE>   8


2.       Lease Grant.  Subject to and upon the terms herein set forth, Landlord
         leases to Tenant and Tenant leases from Landlord the Premises.

3.       Lease Term.

         (a)     This Lease shall become effective upon execution hereof but
         the Lease Term shall not commence until the Commencement Date.  This
         Lease shall continue in force during a period commencing on the
         Commencement Date and continuing until the Termination Date, unless
         this Lease is sooner terminated or extended to a later date under any
         other term or provision hereof.

         (b)     If by the Scheduled Commencement Date, Landlord has not
         achieved Substantial Completion of the Tenant Improvements pursuant to
         the Work Letter, then Tenant's sole remedy shall be that the
         Commencement Date shall be postponed (and the Base Rental herein
         provided shall not commence) until the earlier of either (i) the date
         of Substantial Completion of the Tenant Improvements, or (ii) the date
         immediately following the day Landlord would have achieved Substantial
         Completion of such Tenant Improvements but for Tenant's Delay (as
         hereinafter defined), if any.  Other than postponing the Commencement
         Date as provided in this Subsection 3(b), Landlord shall have no
         further liability for failure to achieve Substantial Completion of the
         Tenant Improvements by the Scheduled Commencement Date; provided,
         however, if Landlord has not achieved Substantial Completion of the
         Tenant Improvements within ninety (90) days of the Scheduled
         Commencement Date, Tenant shall have the right to terminate this
         Lease.

         (c)     The issuance of a temporary or permanent certificate of
         occupancy or certificate of completion for the Premises shall be
         deemed conclusive evidence of the Substantial Completion of the Tenant
         Improvements; moreover, Tenant's occupancy of the Premises shall be
         deemed to constitute acceptance of the Premises and acknowledgment by
         Tenant that Landlord has fully complied with its obligations hereunder
         with respect to the construction of the Tenant Improvements, except
         for latent defects and punch list items agreed upon by Landlord and
         Tenant prior to Tenant's occupancy.  Tenant shall waive its right to
         object to any latent defects regarding the Premises unless, no later
         than sixty (60) days after the Commencement Date, Tenant, in writing,
         has notified Landlord of such latent defects.  Landlord shall complete
         the punch list items within thirty (30) days after the Commencement
         Date.

         (d)     Notwithstanding anything to the contrary contained herein, if,
         and to the extent Landlord's Substantial Completion of the Tenant
         Improvements is delayed due to any act or omission by Tenant or anyone
         acting under or for Tenant (any such delay being referred to herein as
         "Tenant's Delay"), then the Commencement Date shall be the Scheduled
         Commencement Date, subject to any adjustment thereto pursuant to
         Subsection 3(b) hereof.





                                      -4-
<PAGE>   9

4.       Common Areas.

         (a)  Tenant shall have the non-exclusive right to use the Common Areas
         in common with Landlord, other tenants of the Building and the
         Project, and others entitled to the use thereof, subject to such
         reasonable rules and regulations governing the use of the Common Areas
         as Landlord may from time to time prescribe and subject to such
         easements therein as Landlord may from time to time grant to others,
         including, but not limited to, other tenants of the Project. Tenant
         shall not obstruct in any way any portion of the Common Areas or in
         any way interfere with the rights of other persons entitled to use the
         Common Areas and shall not, without the prior written consent of
         Landlord, use the Common Areas in any manner, directly or indirectly,
         for the location or display of any merchandise or property belonging
         to Tenant or for the location of signs relating to Tenant's operating
         in the Premises. The Common Areas shall at all times be subject to the
         exclusive control and management of Landlord.

         (b)  Landlord reserves the right at any time and from time to time (i)
         to change or alter the location, layout, nature or arrangement of the
         Common Areas or any portion thereof, and (ii) to construct additional
         improvements on the Property or the Project and make alterations
         thereof or additions thereto and build additional stories on or in any
         such buildings or build adjoining same; provided, however, that no
         such change or alteration shall deprive Tenant of access to the
         Premises or reduce the Rentable Area of the Premises, unless such
         reduction is required by Federal, State or local laws or regulations,
         in which event, a reduction in the Premises shall be permitted with an
         equitable reduction in Rent. Without limiting the generality of the
         foregoing, Landlord shall have the right to designate specific parking
         areas for the exclusive use of particular tenants of the Building.
         Landlord shall have the right to close temporarily all or any portion
         of the Common Areas to such extent as may, in the reasonable opinion
         of Landlord, be necessary to prevent a dedication thereof to the
         public (provided that Tenant shall not be denied access to the
         Premises), to permit Landlord to construct additional buildings,
         additions to existing buildings and other improvements within the
         Project, or to permit repairs, replacements or maintenance to the
         Common Areas, provided such repairs, replacements or maintenance shall
         be performed expeditiously and in such a manner as not to deprive
         Tenant of access to the Premises.

5.       Permitted Uses.

         Tenant shall use and occupy the Premises solely for the Permitted Use
         in accordance with applicable zoning regulations and for no other
         purpose.  Without limiting the generality of the foregoing, Tenant
         shall not do anything or permit anything to be done in or on the
         Premises, or bring or keep anything therein which will, in any way,
         obstruct, injure, annoy or interfere with the good order of the
         Building or the Project, or conflict with the laws, rules and
         regulations of any Federal, State or municipal authority.





                                      -5-
<PAGE>   10


6.       Rent.

         (a)     Tenant agrees to pay the Rent to Landlord during the Lease
         Term, without any notice, demand, setoff, deduction or abatement
         whatsoever.  Except as otherwise provided herein, the annual Base
         Rental for each Lease Year or portion thereof during the Lease Term,
         shall be due and payable in advance in twelve (12) equal installments
         on the first day of each calendar month during the Lease Term and any
         extensions or renewals thereof, and Tenant hereby agrees to pay such
         Base Rental to Landlord at Pinellas Business Center, Inc., P.O.  Box
         30343, Tampa, Florida 33630-3340 (or such other address as may be
         designated by Landlord in writing from time to time) monthly, in
         advance, and without any notice, demand, setoff, deduction or
         abatement whatsoever.  All sums due Landlord shall be payable only in
         lawful money of the United States of America and shall be obtained
         against a financial institution with an office in the United States of
         America. If the Lease Term commences on a day other than the first day
         of a calendar month or terminates on a day other than the last day of
         a calendar month, then the installments of Base Rental for such month
         or months shall be prorated, based on the number of days in such
         month.

         (b)     In addition to the Base Rental, Tenant shall pay to Landlord
         as Additional Rent, Tenant's Share of Increased Operating Expenses as
         described in EXHIBIT "D" attached hereto and by this reference made a
         part hereof.

         (c)     The Base Rental installment due for the first full calendar
         month and any partial month occurring at the beginning of the Lease
         Term shall be deposited by Tenant with Landlord simultaneously with
         the execution of this Lease.

         (d)     Tenant shall pay to the Landlord, or at Landlord's request, to
         the appropriate authority or agency, as Additional Rent, any and all
         sales, use, excise and other tax (excluding, however, Landlord's
         income taxes) levied, imposed or assessed by the State of Florida or
         any political subdivision thereof or other taxing authority upon any
         Rent payable hereunder.

         (e)     If Tenant fails to make any payment of Rent within five (5)
         business days after the date when payment is due, Tenant shall pay to
         Landlord, as Additional Rent, a late charge to cover extra
         administrative costs and loss of use of funds equal to (a) six percent
         (6%) of the amount due for the first month or portion thereof that
         such amount is past due, plus (b) interest on the amount remaining
         unpaid after the month of initial delinquency at a rate (the "Default
         Rate") equal to the lesser of (i) eighteen percent (18%) per annum and
         (ii) the highest rate permitted by applicable law.  Landlord's
         acceptance of any Rent after it has become due and payable shall not
         excuse any delays with respect to future Rent payments or constitute a
         waiver of any of Landlord's rights under this Lease.





                                      -6-
<PAGE>   11

7.       Utilities.

         Tenant shall be solely responsible for and shall promptly pay all
         separately metered charges for gas, electricity, telephone and trash
         removal or any other separately metered utility used or consumed in
         the Premises.  If any such charges are not paid when due, Landlord
         may, at its option, pay the same, and any amount so paid by Landlord
         shall thereupon become immediately due to Landlord from Tenant as
         Additional Rent.  In no event shall Landlord be liable for an
         interruption or failure in the supply of any such utilities to the
         Premises.  Landlord shall have the right at any time during the Lease
         Term to have separate meters installed for all utilities at the
         Premises at Tenant's expense and to require Tenant to obtain separate
         utility service in its own name at Tenant's expense.

8.       Maintenance and Repairs by Landlord.

         (a)     Landlord shall maintain the exterior and load bearing walls
         and the concrete finished floors of the Premises (excluding floor
         coverings) and the roof of the Building (excluding exterior door and
         window glass) and the grounds upon which the Building is located;
         provided, however, that Tenant shall be liable for payment of Tenant's
         Share of Increased Operating Expenses incurred by Landlord in
         performing such work in accordance with EXHIBIT "D".

         (b)     Except as otherwise provided in this Section, Landlord shall
         make all other ordinary and necessary repairs to the structural
         portions of the Building, the expense of which shall be included in
         Operating Expenses.

         (c)     Anything contained in this Section to the contrary
         notwithstanding, Tenant shall be obligated to reimburse Landlord on
         demand for the cost of any repairs to the Premises, Building or
         Project, necessitated by the act or omission of Tenant, its agents,
         servants, employees, licensees, guests, or by any contractor engaged
         by or on behalf of Tenant. Without limiting the generality of the
         foregoing, Tenant shall be obligated to reimburse Landlord on demand
         for the cost of any repairs of damage to any paved surface or grounds
         of the parking areas which are caused by the excessive weight of
         vehicles owned or operated by Tenant, its agents, servants, employees,
         contractors, licensees, or guests. The cost of these repairs shall be
         deemed Additional Rent.

         (d)     Except as specifically provided in this Lease, Landlord shall
         not be obligated to make any repairs to the Project.  Anything
         contained in this Lease to the contrary notwithstanding, Landlord
         shall not be liable to Tenant or any other person for any injuries or
         damages arising out of Landlord's failure to make any repairs under
         the terms of this Lease except in the event of Landlord's gross
         negligence or willful misconduct and provided that Landlord has
         received notice of any necessary repairs.  In no event shall Landlord
         be





                                      -7-
<PAGE>   12

         liable for any inconvenience or annoyance arising from Landlord's
         making repairs, additions or improvements to the Building or the
         Project.

9.       Protective Covenants.

         Tenant shall comply with, perform and be bound by the terms,
         covenants, provisions, and conditions in the Protective Covenants.
         Tenant shall abide by all of the obligations of the "Owner" as such
         term is used in the Protective Covenants. In the absence of Landlord's
         express written agreement to the contrary, no amendment or revocation
         of the Protective Covenants shall serve to reduce or revoke Tenant's
         obligation to Landlord to perform and be bound by the Protective
         Covenants as presently in force.

10.      Graphics.

         Landlord shall provide and install, at Tenant's cost, all letters or
         numerals on doors in the Premises. All such letters and numerals shall
         be in the standard graphics for the Project, and no other signs or
         graphic displays shall be used or permitted on the Premises without
         Landlord's prior written consent.

11.      Care of the Premises by Tenant.

         Except as otherwise expressly provided in Section 8 of this Lease,
         Tenant shall be solely responsible for maintaining the Premises.
         Tenant shall, at its sole expense, keep the Premises and the
         improvements and appurtenances therein in good order and in a safe,
         clean and sanitary condition, and on the Termination Date or at the
         sooner termination of this Lease as herein provided, deliver up the
         same broom clean and in as good order and in a safe, clean and
         sanitary conditions at the beginning of the Lease Term, subject to the
         provisions of Sections 24 and 25 of this Lease.  Tenant, at its sole
         expense, shall provide or cause to be provided janitorial service to
         the Premises, shall dispose of all trash and rubbish in an
         appropriate manner, and shall promptly replace damaged or broken doors
         and glass, including but not limited to plate glass doors and windows,
         in and about the Premises and shall be responsible for the repair,
         maintenance and replacement of the Tenant Improvements, the Additional
         Tenant Improvements and all other improvements installed and placed
         within the Premises, including but not limited to, sinks and special
         plumbing, special light fixtures and special cabinetry and all Building
         Service Equipment. "Building Service Equipment" shall mean any and all
         electrical, plumbing, heating, air-conditioning, security, and
         sprinkler and fire protection equipment, sprinkler monitoring
         equipment, pipes, separate water meters, wires, ducts, fixtures and
         appliances installed in or about the Premises.  Tenant shall pay for
         all damage sustained by other tenants or occupants of the Building
         or the Project due to any waste, misuse or neglect of the Premises or
         any fixtures or appurtenances related thereto or due to any breach of
         this Lease by Tenant, its employees, contractors, agents,
         representatives or invitees.





                                      -8-
<PAGE>   13




         Tenant shall, at its sole expense throughout the term, carry and
         maintain a full parts and labor maintenance service contract from a
         qualified service company, approved in advance by Landlord, covering
         the heating, ventilating, and air conditioning systems of the
         Premises. Tenant shall maintain all systems in a good condition during
         the Lease Term and shall be responsible, at its sole expense, for all
         necessary repairs, maintenance and replacements (regardless of whether
         or not the same are covered by the maintenance contract) or which are
         necessitated by Tenant's failure to carry a maintenance contract.
         Tenant shall submit a copy of the proposed maintenance contract to
         Landlord at least thirty (30) days prior to the Commencement Date.  As
         of the Commencement Date, Landlord covenants that the heating,
         ventilating, and air conditioning systems on the Premises shall be in
         condition sufficient to enable Tenant to obtain the maintenance
         service contract required hereunder.

12.      Repairs and Alterations by Tenant.

         (a)     Except as otherwise provided in the Work Letter, all
         alterations, additions, installations and improvements made to the
         Premises shall be made by Tenant at its sole cost and expense;
         however, Tenant shall not make or cause to be made any alterations,
         additions or improvements or install or cause to be installed any
         exterior signs, exterior lighting, plumbing fixtures, shades or
         awnings or make any changes to the Premises, the Building or the
         Common Areas without first obtaining Landlord's written approval and
         consent; provided that Landlord shall not unreasonably withhold its
         consent to non-structural alterations to the interior of the Premises.
         Landlord may give or withhold its consent to structural alterations
         and any alterations, whether structural or non-structural, to the
         exterior of the Premises in its sole discretion.  Tenant shall present
         to Landlord plans and specifications for such work at the time
         approval is sought, and simultaneously demonstrate to Landlord that
         the proposed alterations comply with the requirements of all
         applicable laws, including local zoning and building codes.

         (b)     All construction work done by Tenant within the Premises shall
         be performed in a good and workmanlike manner, using Building Grade or
         better materials and in compliance with all governmental requirements,
         and in such manner as to cause a minimum of interference with other
         construction in progress (if any) and with the transaction of business
         in the Building and the Project.  Without limiting the generality of
         the foregoing, Landlord shall have the right to require that such work
         be performed in accordance with such rules and regulations which
         Landlord may, from time to time prescribe.  Tenant agrees to indemnify
         Landlord and hold it harmless against any loss, liability or damage,
         (including attorneys fees and expenses at trial and all appellate 
         levels) resulting from such work, and Tenant shall, if requested by
         Landlord, furnish bond or other security satisfactory to Landlord
         against any such loss, liability or damage.  Tenant shall be liable to
         Landlord for any damages resulting from labor disputes, strikes or
         demonstrations resulting from Tenant's construction or alteration work
         conducted using non-union workers as employees.





                                      -9-
<PAGE>   14

         The foregoing sentence does not apply with respect to the initial
         Tenant Improvements to the Premises constructed by the Landlord
         pursuant to the Work Letter.

         (c)     All alterations, decorations, additions and improvements made
         by Tenant, or made by Landlord on Tenant's behalf by agreement under
         this Lease, shall remain the property of Tenant for the Lease Term.
         Such alterations, decorations, additions and improvements (including
         the Tenant Improvements and Additional Tenant Improvements) shall not
         be removed from the Premises without prior consent in writing from
         Landlord and shall become the property of the Landlord upon
         termination of this Lease (except for Tenant's Personal Property which
         may be removed in accordance with Section 21 of this Lease).  Landlord
         may, nonetheless, require Tenant to remove all, or any portion of,
         such alterations, decorations, additions and improvements, and restore
         the Premises to its original condition, reasonable wear and tear
         excepted; provided that Tenant shall not be required to remove the
         initial Tenant Improvements to the Premises constructed by Landlord
         pursuant to the Work Letter. If Tenant fails to remove such
         alterations, decorations, additions and improvements and restore the
         Premises, Landlord may remove such alterations, decorations, additions
         and improvements and restore the Premises to its original condition.
         Tenant shall be responsible for reimbursement of Landlord for the
         removal and restoration costs incurred by Landlord.





                                      -10-
<PAGE>   15


13.      Electrical Overload; Structural Overload.

         Tenant's use of electrical services shall be subject to the
         restrictions set forth in this Section 13(a).  Tenant will not install
         or connect any electrical equipment which in Landlord's opinion will
         overload the wiring installations or interfere with the reasonable use
         thereof by other users in the Building.  Tenant will not, without
         Landlord's prior written consent in each instance, connect any items
         such as non-Building standard tenant lighting, vending equipment,
         printing or duplicating machines, computers (other than desktop word
         processors and personal computers), auxiliary air conditioners, or
         other data, communications, or electronic equipment to the Building's
         electrical system, or make any alteration or addition to the system.
         If Tenant desires any such items, additional 208/120 volt electrical
         power beyond that supplied by Landlord as provided above, or other
         special power requirements or circuits, then Tenant may request
         Landlord to provide such supplemental power or circuits to the
         Premises, which request Landlord may grant or withhold in its
         reasonable discretion. If Landlord furnishes such power or circuits,
         Tenant shall pay Landlord, on demand, the cost of the design,
         installation and maintenance of the facilities required to provide
         such additional or special electrical power or circuits and the cost
         of all electric current so provided at a rate not to exceed that which
         would be charged by the utility company furnishing services to the
         Building, if Tenant were a direct customer thereof. Landlord may
         require separate electrical metering of such supplemental electrical
         power or circuits to the Premises, and Tenant shall pay, on demand,
         the cost of the design, installation and maintenance of such metering
         facilities. In no event shall Tenant have access to any electrical
         closets. Tenant agrees that any electrical engineering design or
         contract work shall be performed at Tenant's expense by Landlord or an
         electrical engineer and/or electrical contractor designated by
         Landlord. All invoices respecting the design, installation and
         maintenance of the facilities requested by Tenant shall be paid within
         thirty (30) days of Tenant's receipt thereof. Landlord's charge to
         Tenant for the cost of electric current so provided shall be paid
         within thirty (30) days of receipt of invoice by Tenant.
         Notwithstanding anything herein to the contrary, the Premises shall be
         equipped with electrical services in accordance with the
         specifications set forth in the Plans (as defined in the Work Letter).
         Tenant may add additional circuits, subject to Landlord's prior
         written approval (not to be unreasonably withheld), provided that such
         additional circuits shall not, in Landlord's opinion, cause and
         electrical overload.





                                      -11-
<PAGE>   16


14.      Laws and Regulations.

         (a)     Tenant agrees to comply with all applicable laws, ordinances,
         rules, and regulations of any governmental entity or agency having
         jurisdiction of the Premises.

         (b)     Tenant shall not cause or permit any Hazardous Material (as
         hereinafter defined) to be brought upon, kept or used in or about the
         Project by Tenant, its agents, employees, contractors or invitees
         without the prior written consent of Landlord. If Tenant breaches the
         obligations stated in the preceding sentence, or if the presence of
         Hazardous Material on the Project caused or permitted by Tenant, or
         any of Tenant's agents, employees, contractors or invitees, results in
         contamination of the Project, or if contamination of the Project by
         Hazardous Material otherwise occurs for which Tenant is legally liable
         to Landlord for damage resulting therefrom, then Tenant shall
         indemnify, defend and hold Landlord harmless from any and all claims,
         judgments, damages, penalties, fines, costs, liabilities or losses
         (including, without limitation, diminution in value of the Project,
         damages for the loss or restriction on use of space comprising part of
         the Project, damages arising from any adverse impact on marketing of
         space, and sums paid in settlement of claims, attorneys' fees,
         consultant fees and expert fees) which arise during or after the Lease
         Term as a result of such contamination.  This indemnification of
         Landlord by Tenant includes, without limitation, costs incurred in
         connection with any investigation of site conditions or any clean-up,
         remedial, removal or restoration work required by any federal, state
         or local governmental agency or political subdivision because of
         Hazardous Material present in the soil or ground water on or under the
         Project and the defense of claims related thereto.  Without limiting
         the foregoing, if the presence of any Hazardous Material on the
         Project caused or permitted by Tenant results in any contamination 
         of the Project, Tenant, at its sole cost and expense, shall promptly
         take all actions as may be necessary to return the Project to the
         condition existing prior to the introduction of any such Hazardous
         Material to the Project; provided that, Landlord's written approval of
         such actions shall first be obtained. The foregoing indemnity shall
         survive the expiration or earlier termination of the Lease. As used
         herein, the term "Hazardous Material" means any asbestos, PCBs,
         petroleum, and any and all other hazardous or toxic substances,
         materials or wastes, now or hereafter defined or regulated under the
         Resource Conservation and Recovery Act (42 U.S.C. Section  6901 et.
         seq.), the Comprehensive Environmental Response, Compensation, and
         Liability Act (42 U.S.C. Section  9601 et. seq.), the Clean Water Act
         (33 U.S.C. 1251 et. seq.), the Clean Air Act (42 U.S.C. 7401 et. seq.),
         and the Toxic Substances Control Act (15 U.S.C. 2601 et. seq.) and all
         similar Federal, State and local statutes, laws, rules and regulations
         in connection with environmental conditions, health and safety.





                                      -12-
<PAGE>   17


15.      Building Rules and Regulations.

         Tenant will comply with the rules and regulations of the Project (the
         "Rules and Regulations") as adopted and altered by Landlord from time
         to time and will cause all of its agents, employees, invitees and
         visitors to do so. Landlord shall give Tenant written notice of the
         Rules and Regulations as adopted and revised from time to time, and
         Tenant shall be obligated to comply with same as of the date of
         Tenant's receipt of such notice. A true and correct copy of the Rules
         and Regulations as presently in effect is attached hereto as EXHIBIT
         "F" and by this reference made a part hereof.

16.      Entry by Landlord.

         Tenant agrees to permit Landlord, its agents and representatives to
         enter into and upon any part of the Premises at all reasonable hours
         (and in emergencies at all times) to inspect the same, to show the
         Premises to prospective purchasers, mortgagees, tenants or insurers,
         and to clean or make repairs, alterations or additions thereto, and
         Tenant shall not be entitled to any abatement or reduction of Rent by
         reason thereof.

17.      Assignment and Subletting.

         (a)     Tenant may not assign, sublease, transfer or encumber this
         Lease or any interest hereunder unless Tenant shall have first
         obtained Landlord's prior written consent. Any attempted assignment,
         sublease, transfer or encumbrance of this Lease or any interest
         hereunder by Tenant in violation of the terms and covenants of this
         Section shall be void ab initio.  In the event Tenant is a corporation
         or a partnership, the conveyance of any of the corporate stock or the
         assignment of any partnership interest, as the case may be, shall be
         deemed an assignment for the purposes hereof. Tenant shall reimburse
         Landlord's reasonable attorneys' fees and expenses incurred in 
         connection with Tenant's assignment, subletting, transfer or 
         encumbrance of this Lease or any interest herein.

         (b)     All cash or other consideration received by Tenant as the
         proceeds of any assignment, sale or sublease of Tenant's interest in
         this Lease and/or the Premises, whether consented to by Landlord or
         not, shall be paid to Landlord as Additional Rent, notwithstanding the
         fact that such proceeds exceed the rentals called for hereunder,
         unless Landlord agrees to the contrary in writing, and Tenant hereby
         assigns all rights it might have or ever acquire in any such proceeds
         to Landlord. This covenant and assignment shall benefit Landlord and
         its successors in ownership of the Building and shall bind Tenant and
         Tenant's heirs, executors, administrators, personal representatives,
         successors and assigns. Any assignee, sublessee or purchaser of
         Tenant's interest in this Lease (all such assignees, sublessees or
         purchasers being hereinafter referred to as "Successors"), by
         occupying the Premises and/or assuming Tenant's obligations hereunder,
         shall be deemed to have assumed





                                      -13-
<PAGE>   18

         liability to Landlord for all amounts paid in violation of the
         provisions hereof to persons other than Landlord by such Successor in
         consideration of any such sale, assignment or subletting, but Tenant
         shall remain fully liable to Landlord for all obligations hereunder.


18.      Mechanic's Liens.

         Tenant will not permit any mechanic's liens or other liens to be
         placed upon the Premises or the Project, and nothing in this Lease
         shall be deemed or construed in any way as constituting the consent or
         request of Landlord, express or implied, by inference or otherwise, to
         any person for the performance of any labor or the furnishing of any
         materials to the Premises or the Project or any part thereof, nor as
         giving Tenant any right, power, or authority to contract for or permit
         the rendering of any services or the furnishing of any materials that
         would give rise to any mechanic's or other liens against the Premises
         or the Project.  In the event any such lien is attached to the
         Premises or the Project, then, in addition to any other right or
         remedy of Landlord, Landlord may, but shall not be obligated to,
         discharge the same.  Immediately upon Landlord's demand, Tenant shall
         pay to Landlord as Additional Rent such amounts as may be required to
         reimburse Landlord for all payments made by Landlord in connection
         with the discharge of any such liens, including but not limited to all
         attorney's fees and all other expenses incurred by Landlord.  Landlord
         may record in the public records of Pinellas County, Florida, a public
         notice containing a true and correct copy of this Section 18, and
         Tenant agrees to inform all contractors and materialmen performing
         work on or supplying material to the Premises of the existence of such
         notice.

19.      Tenant's Insurance.

         Tenant, at its expense, shall obtain and maintain in effect as long as
         this Lease remains in effect and during such other time as Tenant
         occupies the Premises or any part thereof insurance policies in
         accordance with the following provisions:

         (a)     Coverage.

                 (i)         commercial general liability insurance, including
                 insurance against assumed or contractual liability under this
                 Lease, with respect to the Property, to afford protection with
                 limits, per occurrence, of not less than One Million Dollars
                 ($1,000,000), combined single limit, with respect to personal
                 injury, bodily injury, including death, and property damage
                 and Two Million Dollars ($2,000,000) aggregate (occurrence
                 form), such insurance to provide for no deductible;

                 (ii)        all-risk property insurance, including theft,
                 written at replacement cost value and with replacement cost
                 endorsement, covering the Tenant Improvements, the Additional
                 Tenant Improvements, the HVAC system and all of Tenant's





                                      -14-
<PAGE>   19

                 Personal Property in the Premises, and covering loss of income
                 resulting from casualty, and comprehensive boiler and
                 machinery insurance with an endorsement covering off-Premises
                 service interruption (i.e. all Building Service Equipment,
                 including HVAC), such insurance to provide for no deductible
                 greater than Five Thousand Dollars ($5,000).

                 (iii)       worker's compensation or similar insurance policy
                 offering statutory coverage and containing statutory limits,
                 which policy shall also provide Employer's Liability Coverage
                 of not less than Five Hundred Thousand Dollars ($500,000) per
                 occurrence.

                 (iv)        Tenant shall require any construction contractor
                 retained by it to perform work on the Premises to carry and
                 maintain, at no expense to Landlord, during such times as
                 contractor is working in the Premises, a non-deductible (1)
                 commercial general liability insurance policy, including, but
                 not limited to, contractor's liability coverage, contractual
                 liability coverage, completed operations coverage, broad form
                 property damage endorsement and contractor's protective
                 liability coverage, to afford protection with limits per
                 person and for each occurrence, of not less than Two Million
                 Dollars ($2,000,000), combined single limit, and with respect
                 to personal injury and death and property damage, Four Million
                 Dollars ($4,000,000) aggregate (occurrence form) and Two
                 Million Dollars ($2,000,000) aggregate completed operations;
                 (2) automobile liability insurance in the amount of One
                 Million Dollars ($1,000,000) combined single limit for bodily
                 injury and property damage; and (3) worker's compensation
                 insurance or similar insurance in form and amounts as required
                 by law; and

                 (v)         any other insurance reasonably required of Tenant
                 by Landlord or any Encumbrance Holder.

                 Notwithstanding anything set forth above in this Section 19 to
                 the contrary, all dollar limits specified herein shall be
                 increased from time to time as reasonably necessary to effect
                 economically equivalent insurance coverage, or coverage deemed
                 adequate in light of then existing circumstances.

         (b)     Policies.  Such policies shall be maintained with companies
         licensed to do business in the State of Florida approved by Landlord.
         Such policies shall be in form reasonably acceptable to Landlord and
         will be written as primary policy coverage and not contributing with,
         or in excess of, any coverage which Landlord shall carry.  Tenant
         shall deposit the policy or policies of such required insurance or
         certificates thereof with Landlord prior to the Commencement Date.
         Such policy or policies shall include Landlord and its managing agent
         as additional insured as to coverage under Subsections 19.A.(i), (ii),
         (iv) and (v).  Such policies shall also contain a waiver of
         subrogation provision and a provision stating





                                      -15-
<PAGE>   20

         that the policies shall not be canceled, non-renewed, reduced in
         coverage or materially altered except after thirty (30) day's written
         notice, said notice to be given in the manner required by this Lease
         to Landlord, Attention:  Risk Management Department.  All such
         policies of insurance shall be effective as of the date Tenant
         occupies the Premises and shall be maintained in force at all times
         during the Lease Term and all other times during which Tenant shall
         occupy the Premises.

         (c)     Tenant's Failure to Insure.  If Tenant shall fail to obtain
         insurance as required under this Section 19, Landlord may, but shall
         not be obligated to, obtain such insurance, and in such event, Tenant
         shall pay, as Additional Rent, the premium for such insurance upon
         demand by Landlord.

         (d)     Compliance with Policies.  Tenant shall not do or allow to be
         done, or keep, or allow to be kept, anything in, upon or about the
         Premises which will contravene Landlord's policies insuring against
         loss or damage by fire, other casualty, or any other cause, including
         without limitation, public liability, or which will prevent Landlord
         from procuring such policies in companies acceptable to Landlord.  If
         any act or failure to act by Tenant in or about the Project or the
         Premises shall cause the rates with respect to Landlord's insurance
         policies to be increased beyond those rates that would normally be
         applicable for such limits of coverage, Tenant shall pay, as
         Additional Rent, the amount of any such increases upon demand by
         Landlord.

20.      Landlord's Insurance.

         Landlord shall carry comprehensive general liability insurance with
         regard to the Property and all-risk property insurance on the
         Building, excluding the Tenant Improvements, the Additional Tenant
         Improvements, heating, ventilating and air-conditioning system and
         Tenant's Personal Property.

         Landlord shall not be obligated to repair any damage to the heating,
         ventilating and air-conditioning system or Tenant's Personal Property
         or replace the same unless caused by Landlord's negligence or willful
         misconduct and not covered by the insurance Tenant is required to
         carry pursuant to this Section 19 hereof.  Landlord shall not be
         responsible for any loss or damage falling under any deductible
         applicable to Tenant's insurance coverage.





                                      -16-
<PAGE>   21


21.      Tenant's Personal Property.

         "Tenant's Personal Property" means all equipment, machinery,
         furniture, furnishings and/or other property now or hereafter
         installed or placed in or on the Premises by and at the sole expense
         of Tenant with respect to which Tenant has not been granted any credit
         or allowance by Landlord and which (e) is not used, or was not
         procured for use, in connection with the operation, maintenance or
         protection of the Premises or the Building; (f) is removable without
         damage to the Premises or the Building; and (g) is not a replacement
         of any property of Landlord, whether such replacement is made at
         Tenant's expense or otherwise. Notwithstanding any other provision of
         this Lease, Tenant's Personal Property shall not include Building
         Service Equipment or any improvements or other property installed or
         placed in or on the Premises as part of the Tenant Improvements,
         whether or not installed at Tenant's expense.  Provided that Tenant is
         not then in default of any of its obligations under this Lease, Tenant
         may remove all Tenant's Personal Property from the Premises at the
         termination of this Lease. Any property belonging to Tenant or any
         other person which is left in the Premises after the date the Lease is
         terminated for any reason shall be deemed to have been abandoned.  In
         such event, Landlord shall have the right to declare itself the owner
         of such property and to dispose of it in whatever manner Landlord
         considers appropriate without waiving its right to claim from Tenant
         all expenses and damages caused by Tenant's failure to remove such
         property, and Tenant shall not have any right to compensation or claim
         against Landlord as a result.  Tenant shall be responsible for
         payment, prior to delinquency of any and all personal property taxes
         levied on the Tenant Improvements, Tenant's Personal Property, and any
         equipment, machinery, furniture, furnishings and other property or
         improvements located on the Premises.

22.      Indemnity; Limitation of Liability.

         (a)     Landlord shall not be liable for, and Tenant will indemnify,
         defend, and save Landlord and any Encumbrance Holder (as hereinafter
         defined) and the employees, officers, shareholders, directors, and
         partners of Landlord and any Encumbrance Holder (collectively, the
         "Indemnified Parties") harmless of and from and against all claims,
         actions, losses, costs and expenses (including attorneys' and other
         professional fees), judgments, settlement payments, and, whether or 
         not reduced to final judgment, all liabilities, damages, and fines,
         to the extent arising, directly or indirectly, from (a) any default
         by Tenant under the terms of this Lease, (b) the use or occupancy
         of the Property or any other area within the Project by Tenant or any
         contractor, agent, employee, invitee or licensee of Tenant and/or 
         (c) any acts or omissions of Tenant or any contractor, agent, 
         employee, invitee or licensee of Tenant in or about the Property.

         (h)     Neither Landlord nor any other Indemnified Party shall be
         liable or responsible for any loss or damage to any property or the
         death or injury to any person occasioned by theft,





                                      -17-
<PAGE>   22

         fire, act of God or public enemy, injunction, riot, strike,
         insurrection, war, court order, requisition of other governmental body
         or authority, or due to the Project or any part thereof becoming out
         of repair, or by the happening of any accident in or about the Project
         or due to any act of neglect of Landlord (except to the extent of
         Landlord's gross negligence or wilful misconduct) or any tenant or
         occupant of the Building or the Project or of any other person. This
         provision shall apply especially (but not exclusively) to damage
         caused by water, frost, weather, steam, sewerage, electricity, gas,
         sewer gas or odors, or by the bursting or leaking of pipes or plumbing
         work, and shall apply equally whether such damage be caused by act or
         neglect of Landlord, any other Indemnified Party or other tenants,
         occupants, or maintenance personnel of the Building or the Project, or
         of any other person.

23.      Waiver of Subrogation Rights.

         Except as otherwise provided in Section 24 hereof, Landlord and Tenant
         each hereby waives on behalf of itself, its officers, directors,
         employees, agents and contractors and its insurers (none of which
         shall ever be assigned any such claim or be entitled thereto due to
         subrogation or otherwise) any and all rights of recovery, claim,
         action, or cause of action, against the other, its agents, officers,
         or employees, for any loss or damage that may occur to the Premises,
         or any improvements thereto or the Building of which the Premises are
         a part, or any improvements thereto, or any personal property of such
         party therein, by reason of fire, the elements, or any other causes
         which are, or this Lease requires be insured against by the injured
         party under the terms of the standard fire and extended coverage
         insurance policies referred to in Sections 19 and 20 hereof,
         regardless of whether such insurance is actually maintained and
         regardless of the cause or origin of the damage involved, including
         negligence of the other party hereto, its agents, officers, or
         employees.





                                      -18-
<PAGE>   23


24.      Casualty Damage.

         (i)     If the Premises or any part thereof shall be damaged by fire
         or other casualty, Tenant shall give prompt written notice thereof to
         Landlord. In case the Building shall be so damaged that substantial
         alteration or reconstruction of the Building shall, in Landlord's sole
         opinion, be required (whether or not the Premises shall have been
         damaged by such casualty), or in the event any Encumbrance Holder
         should require that the insurance proceeds payable as a result of a
         casualty be applied to the payment of the debt owed to the Encumbrance
         Holder, or in the event of any material uninsured loss to the
         Building, Landlord may, at its option, terminate this Lease by
         notifying Tenant in writing of such termination within ninety (90)
         days after the date of such casualty.  If Landlord does not thus elect
         to terminate this Lease, Landlord shall commence and proceed with
         reasonable diligence to restore the Building (excluding the Tenant
         Improvements and Additional Tenant Improvements and other property
         with respect to which it is Tenant's obligation to carry insurance),
         provided that Landlord's obligation to restore shall not require
         Landlord to spend for such work an amount in excess of the insurance
         proceeds actually received by Landlord as a result of the casualty.
         In the event Landlord has not completed the restoration within one (1)
         year from the date of the casualty, Tenant shall have the right to
         terminate this Lease.  When the repairs described in the preceding
         sentence have been completed by Landlord, Tenant shall complete the
         restoration of all Tenant Improvements and Additional Tenant
         Improvements which are necessary to permit Tenant's re-occupancy of
         the Premises, in accordance with plans and specifications approved by
         Landlord and Tenant. Landlord shall have the right, but not the
         obligation, to bid such work on behalf of Tenant and shall become
         Tenant's contractor in the event (i) its bid (exclusive of Landlord's
         customary construction supervision or management fee and fees of
         Landlord's architects and engineers) is the low bid, or (ii) Landlord
         elects to match the low bid (exclusive of Landlord's customary
         construction supervision or management fee and fees of Landlord's
         architects and engineers) received by Tenant from any other qualified
         contractor. In any event Landlord shall have the right to approve any
         contractor Tenant selects to perform such work and the plans and
         specifications for such work shall be subject to Landlord's approval.
         In addition, Landlord shall be entitled to receive its customary
         construction supervision or management fee and fees of Landlord's
         architects and engineers incurred by Landlord in examining Tenant's
         work and the plans and specifications therefor.  Tenant shall also be
         responsible for the restoration of Tenant's furniture, equipment and
         fixtures.

         (b)     Landlord shall not be liable for any inconvenience or
         annoyance to Tenant or injury to the business of Tenant resulting in
         any way from such casualty damage or the repair thereof; except that,
         subject to the provisions of the next sentence, Landlord shall allow
         Tenant a fair diminution of Rent during the time and to the extent the
         Premises are unfit for occupancy. If the Premises or any other portion
         of the Building be damaged by fire or other casualty resulting from
         the fault or negligence of Tenant or any of Tenant's agents,





                                      -19-
<PAGE>   24

         contractors, employees, or invitees, the Rent hereunder shall not be
         diminished during the repair of such damage, and Tenant shall be
         liable to Landlord for the cost of the repair and restoration of the
         Building caused thereby to the extent such cost and expense is not
         covered by insurance proceeds. Notwithstanding anything to the
         contrary contained in this Section, Landlord shall not have any
         obligation whatsoever to repair, reconstruct or restore the Premises
         when the damage resulting from any casualty contained under this
         Section occurs during the last twelve (12) months of the Lease Term.
                                      
25.      Condemnation.

         If the whole or substantially the whole of the Building or the
         Premises should be taken for any public or quasi-public use, by right
         of eminent domain or otherwise or should be sold in lieu of
         condemnation, then this Lease shall terminate as of the date when
         physical possession of the Building or the Premises is taken by the
         condemning authority. If less than the whole or substantially the
         whole of the Building or the Premises is thus taken or sold, Landlord
         (whether or not the Premises are affected thereby) may, at its option
         terminate this Lease by giving written notice thereof to Tenant; in
         which event this Lease shall terminate as of the date when physical
         possession of such portion of the Building or Premises is taken by
         condemning authority. If this Lease is not so terminated upon any such
         taking or sale which reduces the Rentable Area of the Premises, the
         Base Rental payable hereunder shall be diminished by an equitable
         amount, and Landlord shall, to the extent Landlord deems feasible,
         restore the Building and the Premises to substantially their former
         condition, but such work shall not exceed the scope of the work done
         by Landlord in originally constructing the Building and all the Tenant
         Improvements in the Premises, nor shall Landlord in any event be
         required to spend for such work an amount in excess of the amount
         received by Landlord as compensation for such taking. All amounts
         awarded upon a taking of any part or all of the Project, Property,
         Building or the Premises shall belong to Landlord, Tenant hereby
         acknowledging that it is not entitled to and expressly waiving all
         claim to any such compensation.

26.      Bankruptcy.

         (a)     For purposes of this Lease, each of the following shall be
         deemed an "Event of Tenant's Bankruptcy":

                 (1)         if Tenant becomes insolvent, as defined in the
                             Bankruptcy Code (as hereinafter defined), or under
                             the Insolvency Laws (as hereinafter defined);

                 (2)         the commencement of any action or proceeding for
                             the dissolution or liquidation of Tenant or for
                             the appointment of a receiver or trustee of the
                             property of Tenant, whether instituted by or
                             against Tenant, if not bonded





                                     -20-
<PAGE>   25

                             or discharged within thirty (30) days of the date
                             of the commencement of such proceeding or action;

                 (3)         if Tenant files a voluntary petition under the
                             Bankruptcy Code or Insolvency Laws;

                 (4)         if there is filed an involuntary petition against
                             Tenant as the subject debtor under the Bankruptcy
                             Code or Insolvency Laws, which is not dismissed
                             within sixty (60) days of filing, or results in
                             issuance of an order for relief against the
                             debtor; and

                 (5)         if Tenant makes or consents to an assignment of
                             its assets, in whole or in part, for the benefit
                             of creditors, or to a common law composition of
                             creditors.

         (b)     As used herein, (i) "Bankruptcy Code" means title 11 of the
         United States Code, 11 U.S.C. Section 101 et seq. as amended or any 
         successor statute and (ii) Insolvency Laws means the insolvency laws 
         of any state or territory of the United States.

         (c)     If Tenant becomes the subject debtor in a case pending under
         the Bankruptcy Code, Landlord's right to terminate this Lease under
         Section 27 hereof shall be subject to the applicable rights (if any)
         of the Trustee in Bankruptcy to assume or assign this Lease as then
         provided for in the Bankruptcy Code. However, the Trustee in
         Bankruptcy must give to Landlord and Landlord must receive proper
         written notice of the Trustee's assumption or rejection of this Lease,
         within sixty (60) days (or such other applicable period as is provided
         for in the Bankruptcy Code) after the date of the Trustee's
         appointment. The failure of the Trustee to give notice of the
         assumption within the period shall conclusively and irrevocably
         constitute the Trustee's rejection of this Lease and waiver of any
         rights of the Trustee to assume or assign this Lease. The Trustee
         shall not have the right to assume or assign this Lease unless the
         Trustee (i) promptly and fully cures all defaults under this Lease,
         (ii) promptly and fully compensates Landlord for all monetary damages
         incurred as a result of such default, and (iii) provides to Landlord
         adequate assurance of future performance. In the event Tenant is
         unable to: (i) cure its defaults, (ii) reimburse Landlord for its
         monetary damages, or (iii) pay the Rent due under this Lease on time,
         then Tenant hereby agrees in advance that it has not met its burden to
         provide adequate assurance of future performance, and this Lease may
         be terminated by Landlord in accordance with Section 27.





                                      -21-
<PAGE>   26


27.      Events of Default; Remedies.

         (a)     The following events shall be deemed to be "Events of Default"
         by Tenant under this Lease:  (i) Tenant shall fail to pay any Rent or
         other sum of money due hereunder and such failure shall continue for a
         period of five (5) business days after the date such sum is due; (ii)
         Tenant shall fail to comply with any provision of this Lease or any
         other agreement between Landlord and Tenant not requiring the payment
         of money (all of which terms, provisions and covenants shall be deemed
         material) and such failure shall continue for a period of ten (10)
         days after written notice of such default is delivered to Tenant or in
         the event such failure cannot reasonably be cured within such ten (10)
         day period, then so long as Tenant commences and diligently pursues a
         cure of such failure within such ten (10) day period, such period
         shall be extended for a reasonable period of time not to exceed an
         additional ninety (90) days; (iii) the leasehold hereunder demised
         shall be taken by execution or other process of law in any action
         against Tenant; (iv) Tenant shall become insolvent or unable to pay
         its debts as they become due, or Tenant notifies Landlord that it
         anticipates either condition; (v) an Event of Tenant's Bankruptcy
         occurs or Tenant or any creditor of Tenant notifies Landlord that it
         knows or expects such an event will occur; or (vi) a receiver or
         trustee shall be appointed for Tenant's leasehold interest in the
         Premises or for all or a substantial part of the assets of Tenant.

         (b)     Upon the occurrence of any one or more Events of Default by
         Tenant, whether enumerated in this Section or not, Landlord shall have
         the option to pursue any one or more of the following remedies without
         any notice (except for that expressly required by Subsection 27(a)) or
         demand for possession whatsoever (and without limiting the generality
         of the foregoing, Tenant hereby specifically waives notice and demand
         for payment of Rent or other obligations due and waives any and all
         other notices or demand requirements imposed by applicable law):  (i)
         terminate this Lease, in which event Tenant shall immediately
         surrender the Premises to Landlord; (ii) terminate Tenant's right to
         occupy the Premises and re-enter and take possession of the Premises
         (without terminating this Lease); (iii) Landlord shall have the right,
         without terminating or canceling this Lease, to declare all Rent due
         under this Lease for the remainder of the Lease Term (or any extension
         or renewal thereof) to be immediately due and payable, and thereupon
         all Rent and other charges due hereunder to the end of the Lease Term
         (or any extension or renewal term, if applicable) shall be
         accelerated; (iv) Landlord may elect to enter and repossess the
         Premises and relet the Premises for Tenant's account, holding Tenant
         liable in damages for all expenses incurred in any such reletting,
         including without limitation all amounts incurred by Landlord in
         recovering possession, renovations and repairs to the Premises and
         broker's fees and commissions in order to relet same, and for any
         difference between the amount of rent received from such reletting and
         the Rent due and payable under the terms of this Lease; (v) enter upon
         the Premises and do whatever Tenant is obligated to do under the terms
         of this Lease, and Tenant agrees to reimburse Landlord on demand for
         any expense which





                                      -22-
<PAGE>   27


         Landlord may incur in effecting compliance with Tenant's obligations
         under this Lease, and Tenant further agrees that Landlord shall not be
         liable for any damages resulting to the Tenant from such action; and
         (vii) exercise all other remedies available to Landlord at law or in
         equity, including, without limitation, injunctive relief of all
         varieties. In the event Landlord elects to re-enter or take possession
         of the Premises after Tenant's default, Tenant hereby waives notice of
         such re-entry or repossession. Landlord may, without prejudice to any
         other remedy which it may have for possession or arrearages in Rent,
         expel or remove Tenant and any other person who may be occupying said
         Premises or any part thereof. All Landlord's remedies shall be
         cumulative and not exclusive. Forbearance by Landlord to enforce one
         or more of the remedies herein provided upon an Event of Default shall
         not be deemed or construed to constitute a waiver of such default.

         (c)     This Section shall be enforceable to the maximum extent not
         prohibited by applicable law, and the unenforceability of any portion
         thereof shall not thereby render unenforceable any other portion. To
         the extent any provision of applicable law requires some action by
         Landlord to evidence or effect the termination of this Lease or to
         evidence the termination of Tenant's right of occupancy, Tenant and
         Landlord hereby agree that notice, either oral or by telephone, or by
         any act of Landlord that comes to the attention of Tenant, its agents,
         servants or employees, which reflects Landlord's intention to
         terminate, shall be sufficient to evidence and effect the termination
         herein provided for, but Tenant hereby agrees that, as between
         Landlord and Tenant, its successors and assigns, no such notice shall
         ever be necessary to effect a termination hereunder.





                                      -23-
<PAGE>   28


28.      Peaceful Enjoyment.

         Tenant shall, and may peacefully have, hold, and enjoy the Premises,
         subject to the other terms hereof including, without limitation,
         Section 30 hereof, provided that Tenant pays the Rent and other sums
         herein recited to be paid by Tenant and performs all of Tenant's
         covenants and agreements herein contained. This covenant and all other
         covenants of Landlord shall be binding upon Landlord and its
         successors only with respect to breaches occurring during its or their
         respective periods of ownership of Landlord's interest hereunder.
         Landlord shall be entitled to cause Tenant to relocate from the
         Premises to a reasonably equivalent space comparable in size and
         layout ("Relocation Space") within the Building at any time upon
         reasonable written notice to Tenant (Tenant acknowledging that notice
         of ninety (90) days shall be deemed reasonable notice for purposes
         hereof).  Any such relocation shall be entirely at the expense of
         Landlord or the third party tenant replacing Tenant in the Premises.
         Such a relocation shall not terminate or otherwise affect or modify
         this Lease except that from and after the date of such relocation, the
         "Premises" shall refer to the Relocation Space into which Tenant has
         been moved, rather than the original Premises as herein defined.  In
         addition, Landlord shall have the right in its sole discretion, at any
         time and from time to time, without notice to Tenant, to undertake
         (viii) renovation or (ix) further development of the Project by way of
         expansion of the existing buildings and construction of additional
         buildings on the Property; provided that such renovation or
         development by Landlord shall not unreasonably interfere with Tenant's
         use and occupancy of the Premises or access to the Building.

29.      Holding Over.

         In the event of holding over by Tenant after expiration or other
         termination of this Lease, Tenant shall, throughout the entire
         holdover period, pay Rent equal to one hundred fifty percent (150%) of
         the Base Rental and Additional Rent which would have been applicable
         had the term of this Lease continued through the period of such holding
         over by Tenant.  No holding over by Tenant after the expiration of the
         Lease Term shall be construed to extend the Lease Term, and Tenant
         shall be deemed to be a tenant at sufferance during such holdover
         period. If as a direct result of Tenant's holding over in the Premises
         after expiration or other termination of this Lease, Landlord suffers
         damages or incurs additional obligations to any third party who has
         leased part or all of the Premises, Tenant shall indemnify Landlord to
         the extent of such damages or additional obligations, including without
         limitation Landlord's attorneys fees.





                                      -24-
<PAGE>   29


30.      Subordination to Mortgage.

         Tenant accepts this Lease subject and subordinate to any mortgage,
         deed of trust, ground lease or other lien or encumbrance presently
         existing or hereafter arising upon the Premises, or upon the Building
         or the Property and to any renewals, refinancings, modifications and
         extensions thereof, but Tenant agrees that the holder of any such
         mortgage, deed of trust, ground lease or other lien or encumbrance (an
         "Encumbrance Holder") shall have the right at any time to subordinate
         such mortgage, deed of trust, ground lease or other lien or
         encumbrance to this Lease on such terms and subject to such conditions
         as such Encumbrance Holder may deem appropriate in its sole
         discretion.  The provisions of this Section 30 are self operative;
         however Tenant agrees that upon Landlord's demand Tenant shall execute
         such further instruments subordinating this Lease or agreeing to
         attorn to an Encumbrance Holder as Landlord may request; provided that
         such Encumbrance Holder agrees to attorn to Tenant so long as no Event
         of Default has occurred hereunder. In the event that Tenant should
         fail to execute any subordination or other agreement required by this
         Section, promptly as requested, Tenant hereby irrevocably constitutes
         Landlord as its attorney-in-fact to execute such instrument in
         Tenant's name, place and stead, it being agreed that such power is one
         coupled with an interest.

31.      Encumbrance Holder's Performance.

         If requested by any Encumbrance Holder, Tenant shall give such
         Encumbrance Holder written notice of any default by Landlord under
         this Lease and a reasonable opportunity to cure such default.  The
         Tenant shall accept performance of any of Landlord's obligations
         hereunder by any Encumbrance Holder.

32.      Encumbrance Holder's Liability.

         No Encumbrance Holder not in possession of the Premises or the
         Building, shall have any liability whatsoever hereunder.

33.      Estoppel Certificate.

         Tenant agrees that it will within five (5) days of Landlord's request
         execute and deliver to such persons as Landlord shall request a
         statement in recordable form certifying that this Lease is unmodified
         and in full force and effect (or if there have been modifications,
         that the same is in full force and effect as so modified), stating the
         dates to which Rent has been paid, stating that Landlord is not in
         default hereunder (or if Tenant alleges a default stating the nature
         of such alleged default), and further stating such other matters as
         Landlord shall reasonably require.





                                      -25-
<PAGE>   30


34.      Intentionally deleted.

35.      Attorney's Fees.

         In the event either party defaults in the performance of any of the
         terms of this Lease and the other party employs an attorney in
         connection with the enforcement of any remedy of such default, the
         prevailing party shall be entitled to receive from the other party
         full reimbursement of such prevailing party's reasonable attorney's
         fees and costs incurred therewith (including fees and expenses of
         legal assistants), whether such fees are incurred before, during or
         after any trial or administrative proceeding or on appeal.

36.      No Implied Waiver.

         The failure of Landlord to insist at any time upon the strict
         performance of any covenant or agreement contained herein or to
         exercise any option, right, power or remedy contained in this Lease
         shall not be construed as a waiver or a relinquishment thereof for the
         future. No payment by Tenant or receipt by Landlord of a lesser amount
         than the Rent due under this Lease shall be deemed to be other than on
         account of the earliest Rent due hereunder, nor shall any endorsement
         or statement on any check or any letter accompanying any check or
         payment as Rent be deemed an accord and satisfaction, and Landlord may
         accept such check or payment without prejudice to Landlord's right to
         recover the balance of such Rent (including Additional Rent due
         pursuant to Subsection 6(e) of this Lease) or pursue any other remedy
         in this Lease provided.

37.      Landlord's Consent.

         Whenever the consent of the Landlord is required pursuant to a
         provision of this Lease, unless expressly provided otherwise, such
         consent may be granted or withheld by Landlord in the exercise of its
         sole discretion.





                                      -26-
<PAGE>   31

38.      Limitation of Landlord's Liability.

         The term "Landlord", as used in the Lease, shall mean only the owner
         or owners, at the time in question, of the fee title to the Property
         owned by Landlord in fee simple and the ground lessee's interest in
         any portion of the Building presently subject to a ground lease. In
         the event of any transfer of such title or interest, Landlord as named
         in the Lease (and in the case of any subsequent transfers, the then
         grantor) shall be relieved from and after the date of such transfer of
         all liability in respect of Landlord's obligations thereafter to be
         performed, provided that any funds received by Landlord (or the then
         grantor) in which Tenant has an interest shall be delivered to the
         grantee at the time of transfer.  The obligations contained in the
         Lease to be performed by Landlord shall, subject to the above, be
         binding on Landlord's successors and assigns, only during their
         respective periods of ownership.  Except for the obligation of
         Landlord to deliver to a subsequent grantee all sums received by
         Landlord in which Tenant has an interest, the obligations of Landlord
         under the Lease do not constitute personal obligations of Landlord or
         the individual partners, shareholders, directors, officers, and
         property managers of Landlord; and Tenant shall look solely to
         Landlord's then existing interest in the Property, and to no other
         assets of Landlord, for satisfaction of any liability in respect of
         the Lease, and will not seek recourse against the Landlord's
         individual partners, shareholders, directors, officers, property
         managers or any of their personal assets for such satisfaction.  No
         other properties or assets of Landlord shall be subject to levy,
         execution, or other enforcement procedures for the satisfaction of any
         judgment (or other judicial process) or for the satisfaction of any
         other remedy of Tenant arising out of or in connection with the Lease,
         the relationship of landlord and tenant, or Tenant's use of the
         Premises.





                                      -27-
<PAGE>   32


39.      Security Deposit.

         The Security Deposit, if any, shall be held by Landlord without
         liability for interest and as security for the performance by Tenant
         of Tenant's covenants and obligations under this Lease, it being
         expressly understood that the Security Deposit shall not be considered
         an advance payment of rental or a measure of Tenant's liability for
         damages in case of default by Tenant.  Landlord shall deposit the
         Security Deposit in an interest bearing account.  Landlord shall have
         no responsibility or liability for the amount of interest earned on
         the Security Deposit.  All interest earned on the Security Deposit
         shall be added to and become a part of the Security Deposit.  Landlord
         may commingle the Security Deposit with Landlord's other funds.
         Landlord may, from time to time, without prejudice to any other
         remedy, use the Security Deposit to the extent necessary to make good
         any arrearages of Rent or to satisfy any other covenant or obligation
         of Tenant hereunder. Following any such application of the Security
         Deposit, Tenant shall pay to Landlord on demand the amount so applied
         in order to restore the Security Deposit to its original amount. If 
         Tenant is not in default at the termination of this Lease, the balance
         of the Security Deposit remaining after any such application shall be
         returned by Landlord to Tenant following settlement of Tenant's Share
         Share of Increased Operating Expenses for the final calendar year of 
         the Lease Term as provided in EXHIBIT "D" hereof. If Landlord
         transfers its interest in the Premises during the term of this Lease,
         Landlord may assign the Security Deposit to the transferee and
         thereafter shall have no further liability for the return of such
         Security Deposit.

40.      Notice.

         Any notice in this Lease provided for must, unless otherwise expressly
         provided herein, be in writing, and may, unless otherwise in this
         Lease expressly provided, be given or be served by depositing the same
         in the United States mail, postpaid and certified and addressed to the
         party to be notified, with return receipt requested, or by delivering
         the same in person to an officer of such party to be notified at the
         address stated in this Lease or such other address, notice of which
         has been given to the other party in accordance with this Section.
         Notice deposited in the mail in the manner hereinabove described shall
         be effective from and after the expiration of three (3) calendar days
         after it is so deposited.  Notice delivered in person shall be
         effective upon delivery.  Until further notice, the address for the
         parties hereto shall be the address set forth below:

<TABLE>
         <S>                                       <C>
         As to Landlord:                           Pinellas Business Center, Inc.
                                                   c/o Hogan # Burt
                                                   600 North Westshore Boulevard, Suite 202
                                                   Tampa, Florida 33609
                                                   Attn:  Ronald E. Massey
</TABLE>





                                      -28-
<PAGE>   33


<TABLE>
<CAPTION>
         <S>                                       <C>
         With a required
         copy to:                                  J. P. Morgan Investment Management, Inc.
                                                   522 Fifth Avenue
                                                   New York, New York 10036
                                                   Attn:  William N. Cinnamond, Jr.

         and                                       Stroock & Stroock & Lavan LLP
                                                   Seven Hanover Square
                                                   New York, New York  10004-2696
                                                   Attn:  Brian Diamond

         As to Tenant:                             Digital Lightwave, Inc.
                                                   601 Cleveland Street, 5th Floor
                                                   Clearwater, Florida 34615
                                                   Attn: Administration Division Manager
</TABLE>

         Once Tenant has taken occupancy of the Premises, any notice from
         Landlord to Tenant shall be effective if delivered to the Premises
         address in the manner provided in this Section.

41.      Severability.

         If any term or provision of the Lease, or the application thereof to
         any person or circumstance shall, to any extent, be invalid or
         unenforceable, the remainder of this Lease, or the application of such
         term or provision to persons or circumstances other than those as to
         which it is held invalid or unenforceable, shall not be affected
         thereby, and each term and provision of this Lease shall be otherwise
         valid and enforced to the fullest extent permitted by law.

42.      Recordation.

         Tenant agrees not to record this Lease or any memorandum hereof. At
         Landlord's request, Tenant agrees to promptly execute a memorandum of
         this Lease in recordable form, and Landlord may, at its option, record
         such memorandum in the Public Records of Pinellas County, Florida.

43.      Governing Law.

         This Lease and the rights and obligations of the parties hereto shall
         be interpreted, construed, and enforced in accordance with the laws of
         the State of Florida.





                                      -29-
<PAGE>   34


44.      Force Majeure.

         (a)     Whenever a period of time is herein prescribed for the taking
         of any action by Landlord, Landlord shall not be liable or responsible
         for, and there shall be excluded from the computation of such period
         of time, any delays due to strikes, riots, acts of God, shortages of
         labor, fuel or materials, war, governmental laws, regulations or
         restrictions, or any other cause whatsoever beyond the Landlord's
         reasonable control.

         (b)     Whenever a period of time is herein prescribed for the taking
         of any action by Tenant pursuant to this Lease, Tenant shall not be
         liable or responsible for, and there shall be excluded from the
         computation of such period of time, any delays due to strikes, riots,
         acts of God, shortages of labor, fuel or materials, war, governmental
         laws, regulations or restrictions, or any other cause whatsoever
         beyond the reasonable control of Tenant.  Nothing in this Section
         44(b) shall be deemed to excuse Tenant from its obligation to timely
         pay Rent and all of its other monetary obligations under this Lease in
         accordance with the provisions contained herein.

45.      Time of Performance.

         Except as expressly otherwise herein provided, with respect to all
         required acts of Tenant, time is of the essence of this Lease.

46.      Transfers by Landlord.

         Landlord shall have the right to transfer and assign, in whole or in
         part, all its rights and obligations hereunder and in the Project, the
         Building and the Property referred to herein.  Upon such a transfer,
         Landlord shall be released from any further obligations hereunder, and
         Tenant agrees to look solely to such successor in interest of Landlord
         for the performance of such obligations.

47.      Brokers.

         Landlord and Tenant each represent and warrant one to the other that
         except as may be hereinafter set forth, neither of them has employed
         any broker in connection with the negotiations of the terms of this
         Lease or the execution thereof. Landlord and Tenant hereby agree to
         indemnify and to hold each other harmless against any loss, expense or
         liability with respect to any claims for commissions or brokerage fees
         arising from or out of any breach of the foregoing representation and
         warranty.  Landlord recognizes Hogan # Burt and Cushman & Wakefield as
         the sole brokers with whom Landlord has dealt in this transaction.





                                      -30-
<PAGE>   35


48.      Joint and Several Liability.

         In the event that two (2) or more persons (i.e., natural persons,
         corporations, partnerships, associations and other legal entities)
         shall sign this Lease as Tenant, the liability of each such party to
         pay Rent due hereunder and perform all the other covenants of this
         Lease shall be joint and several.  In the event Tenant is a general
         partnership or a limited partnership with two or more partners, the
         liability of each partner under this Lease shall be joint and several.

49.      Effect of Delivery of This Lease.

         Landlord has delivered a copy of this Lease to Tenant for Tenant's
         review only, and the delivery hereof does not constitute an offer to
         Tenant or option to lease. This Lease shall not be effective until a
         copy executed by both Landlord and Tenant is delivered to and accepted
         by Landlord.

50.      Captions.

         The Section captions used herein are for convenience and reference
         only and in no way add to or detract from the interpretation of the
         provisions of this Lease.

51.      Binding Effect.

         This Lease shall be binding upon and inure to the benefit of Landlord,
         its successors and assigns, and Tenant, its successors and, to the
         extent assignment is permitted under the provisions hereof, Tenant's
         assigns.

52.      Statutory Notice Requirement.

         Tenant hereby acknowledges receipt of the following notice as required
         by Chapter 88-285, Laws of Florida:

         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.





                                      -31-
<PAGE>   36


53.      Waiver of Trial by Jury.

         It is mutually agreed by and between Landlord and Tenant that the
         respective parties hereto shall and they do hereby waive trial by jury
         in any action, proceeding or counterclaim brought by either of the
         parties hereto against the other on any matter arising out of or in
         any way connected with this Lease, the relationship of Landlord and
         Tenant and Tenant's use or occupancy of the Premises. Tenant further
         agrees that it shall not interpose any counterclaim or counterclaims
         in a summary proceeding or in any action based upon nonpayment of Rent
         or any other payment required of Tenant hereunder.

54.      Authority.

         If Tenant is a corporation, partnership or other business entity, the
         person executing this Lease on behalf of Tenant represents and
         warrants that Tenant is duly organized and validly existing; that this
         Lease has been authorized by all necessary parties, is validly
         executed by an authorized officer, partner or agent of Tenant and is
         binding upon and enforceable against Tenant in accordance with its
         terms.  The undersigned agent of Landlord represents and warrants that
         it is authorized and empowered to enter into this Lease on behalf of
         the Landlord.

55.      Third Party Beneficiary.

         Except as expressly provided elsewhere in this Lease, nothing
         contained in this Lease shall be construed so as to confer upon any
         other party the rights of a third party beneficiary.

56.      Survival.

         All obligations of Tenant accruing prior to the expiration of the
         Lease Term or earlier termination of this Lease shall survive the
         expiration of this Lease or the earlier termination thereof.

57.      Prior Agreements and Amendments.

         All prior agreements, understandings, representations and/or promises
         made or entered into by the parties hereto are superseded by and
         replaced with this Lease, so that this Lease is the sole agreement
         between the parties. The provisions of this Lease may not be modified
         or amended, except by an instrument in writing and signed by both
         parties hereto.

58.      Parking.  Tenant shall have the non-exclusive right to the use of 70
         parking spaces in the Project.  Landlord shall have the right from
         time to time to designate areas within the Project for Tenant's
         parking as Landlord determines in its sole discretion including
         without





                                      -32-
<PAGE>   37


         limitation, the truck court area located directly behind the Premises.
         Landlord shall have no liability whatsoever for any property damage or
         personal injury which might occur as a result of or in connection with
         the use of the parking areas by Tenant, its employees, agents, invitees
         and licensees, and Tenant hereby agrees to indemnify and hold Landlord
         harmless from and against any and all costs, claims, expenses, or
         causes of action which Landlord may incur in connection with or arising
         out of Tenant's use of the parking areas.





                                      -33-
<PAGE>   38

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
multiple original counterparts as of the day and year first above written.

                                    

<TABLE>

<S>                                                <C>
                                                   LANDLORD

Witnesses as to Landlord:                          PINELLAS BUSINESS CENTER, INC., a Delaware corporation


                                                   By:                                                                   
-------------------------------------------           -------------------------------------------------------------------
                                                   Name:                                                                 
                                                        -----------------------------------------------------------------
                                                   Title:                                                                
-------------------------------------------              ----------------------------------------------------------------
Print Name

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

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


Witnesses as to Tenant:                            TENANT

                                                   DIGITAL LIGHTWAVE, INC., a Florida corporation


                                                   By:                                                                   
-------------------------------------------           -------------------------------------------------------------------
                                                   Name:                                                                 
                                                        -----------------------------------------------------------------
                                                   Title:                                                                
-------------------------------------------              ----------------------------------------------------------------
Print Name

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

                                           
-------------------------------------------
Print Name
</TABLE>





                                      -34-
<PAGE>   39

                                  EXHIBIT "A"

                         LEGAL DESCRIPTION OF PROPERTY





<PAGE>   40

                                  EXHIBIT "B"

                          LEGAL DESCRIPTION OF PROJECT


Lot 1, Block 1, ROOSEVELT CENTRE REPLAT FOURTH ADDITION, as recorded in Plat
Book 89, Pages 12 and 13.

Lots 1 and 2, Block 1, ROOSEVELT CENTRE REPLAT, FIFTH ADDITION, as recorded in
Plat Book 89, Pages 49 through 51, all of the Public Records of Pinellas
County, Florida.





<PAGE>   41

                                  EXHIBIT "C"

                                   FLOOR PLAN





<PAGE>   42

                                  EXHIBIT "D"

                                ADDITIONAL RENT


I.       PAYMENT OF TENANT'S SHARE OF INCREASED OPERATING EXPENSES

         1.      Operating Expenses shall mean all expenses and costs of every
kind and nature which Landlord shall pay or become obligated to pay because of
or in connection with owning, operating, managing, repairing, and insuring of
the Property and all appurtenances thereto, as determined in accordance with
generally accepted accounting principles consistently applied.  Operating
Expenses shall include, but not be limited to, the following:

                 (a)         cost of all supplies and materials used, and labor
                 charges incurred, in the operation, maintenance and repair of
                 the Project;

                 (b)         cost of all equipment purchased or rented which is
                 utilized in the performance of Landlord's obligations
                 hereunder, and the cost of maintenance and operation of any
                 such equipment;

                 (c)         cost of all maintenance and service agreements
                 entered into by the Landlord in connection with the
                 performance of its obligations hereunder;

                 (d)         accounting costs (including the cost of audits by
                 certified public accountants), outside legal and engineering
                 fees and expenses incurred in connection with the operation
                 and management of the Project;

                 (e)         wages, salaries, payroll costs, payroll taxes and
                 related expenses of all on-site and off-site agents or
                 employees engaged in the operation, maintenance, security and
                 management of the Project; provided, however, the wages,
                 salaries and related expenses of any agents or employees not
                 exclusively engaged in the operation, maintenance, security
                 and management of the Project shall be apportioned as deemed
                 appropriate by Landlord;

                 (f)         cost of all insurance coverage for the Project
                 from time to time maintained by Landlord, including but not
                 limited to the costs of premiums for insurance with respect to
                 personal injury, bodily injury, including death, property
                 damage, business interruption, workmen's compensation
                 insurance covering personnel and such other insurance as
                 Landlord shall deem necessary, which insurance Landlord may
                 maintain under policies covering other properties owned by
                 Landlord in which event the premium shall be reasonably
                 allocable;

                 (g)         cost of repairs, replacements and general
                 maintenance to the Building and





<PAGE>   43


                 the Common Areas made by the Landlord;

                 (h)         any and all Common Area maintenance, repair or
                 redecoration (including repainting) and exterior and interior
                 landscaping;

                 (i)         cost of removal of trash, rubbish, garbage and
                 other refuse from the Project, to the extent that said cost is
                 not directly billed to tenants by Landlord or the service
                 provider;

                 (j)         all charges for electricity, gas, water, sewerage
                 service, heating, ventilation and air-conditioning and other
                 utilities furnished to the Project (including legal,
                 architectural and engineering fees incurred in connection
                 therewith) which are not separately metered and billed
                 directly to tenants of the Project;

                 (k)         amortization of capital improvements (over useful
                 life) made to the Building or the Common Areas, which
                 improvements were undertaken by Landlord with the reasonable
                 expectation that the same would result in more efficient
                 operation of the Project;

                 (l)         costs of all repairs, alterations, additions,
                 changes, replacements and other items required by any law or
                 governmental regulation imposed after the date of completion
                 of the Building or Common Areas, regardless of whether such
                 costs, when incurred, are classified as capital expenditures,
                 provided that the cost of capital expenditures shall be
                 amortized over the useful life of the capital items;

                 (m)         a management fee for the operation and management
                 of the Building and Common Areas;

                 (n)         costs and expenses incurred in order to comply
                 with covenants and conditions contained in liens, encumbrances
                 and other matters of public record affecting the Project; and

                 (o)         all real estate and personal property taxes,
                 assessments (special or otherwise), levies, ad valorem
                 charges, benefit charges, water and sewer rents, rates and
                 charges, privilege permits and any other governmental liens,
                 impositions or charges of a similar or dissimilar nature, and
                 any payments in lieu of such charges, regardless of whether
                 any such items shall be extraordinary or ordinary, general or
                 special, foreseen or unforeseen, levied, assessed, or imposed
                 on or with respect to all or any part of the Property or upon
                 the rent due and payable hereunder by any governmental
                 authority (all of the aforesaid being hereinafter referred to
                 as "Taxes"); provided, however, that if at any time during the
                 Lease Term or any extension thereof the method of taxation
                 prevailing at the commencement of the





                                      -2-
<PAGE>   44


                 Lease Term shall be altered or eliminated so as to cause the
                 whole or any part of the above items which would otherwise be
                 included in Taxes to be replaced by a levy, assessment or
                 imposition, which is (A) a tax assessment, levy, imposition or
                 charge based on the rents received from the Property whether
                 or not wholly or partially a capital levy or otherwise, or (B)
                 a tax, assessment, levy, imposition or charge measured by or
                 based in whole or in part upon all or any portion of the
                 Property and imposed on Landlord, or (C) a license fee
                 measured by the Rent payable by Tenant to Landlord, or (D) any
                 other tax, levy, imposition, charge or license fee, however
                 described or imposed, then such levy, assessment or imposition
                 shall be included in Taxes; provided, however, in no event
                 shall Tenant be required to pay any inheritance, estate,
                 succession, income, profits or franchise taxes unless they are
                 in lieu of or in substitution for any of the above items which
                 would otherwise be included in Taxes.  (It is agreed that
                 Tenant shall be responsible for ad valorem taxes on its
                 personal property and on the value of its leasehold
                 improvements).

                 Notwithstanding the foregoing, Operating Expenses shall not
                 include:

                 (a)         Leasing commissions.

                 (b)         Interest or amortization of mortgages secured by
                 the Building, Property and/or the Project and ground rents on
                 any ground leases encumbering the Project.

                 (c)         Any expense fully reimbursed to Landlord by Tenant
                 or any other tenant of the Building, the Property or the
                 Project (other than as a result of a tenant's payment of its
                 proportionate share of Increased Operating Expenses), or any
                 expense billed to and paid directly by same for their own
                 account or on Landlord's behalf.

                 (d)         Expenses for repairs or replacements to the
                 Building, Property and the Project to the extent that such
                 repairs or replacements are reimbursed by insurance proceeds.

                 (e)         Legal expenses incurred in connection with leasing
                 the Building, Property or the Project or enforcement of
                 Building leases.

         2.      To the extent that Operating Expenses are incurred by Landlord
with respect to the ownership, operation, management, insurance, maintenance,
repair and replacement of the Building and other buildings within the Project
and such Operating Expenses of the Property are not subject to separate
assessment or billing on a building by building basis, such Operating Expenses
shall be allocated equitably amongst the Tenant and the other tenants of the
Project.

         3.      "Operating Year" means each respective calendar year or part
thereof during the





                                      -3-
<PAGE>   45


Lease Term or any renewal thereof.

         4.      "Base Year" shall mean 1997.

         5.      "Base Year Operating Expenses" shall mean the Operating
Expenses for the Base Year.

         6.      "Increased Operating Expenses" shall mean the excess, if any,
of Operating Expenses for an Operating Year over the Operating Expenses for the
Base Year.  Notwithstanding the fact that Operating Expenses for an Operating
Year may be lower than the Operating Expenses for the Base Year, in no event
shall the Base Rental due under the Lease be reduced.  In addition, in no event
shall the reductions in Operating Expenses be accumulated as a credit against
the Tenant's obligation for payment of  Tenant's Share of Increased Operating
Expenses (as hereinafter defined) for subsequent Operating Years.

         7.      "Tenant's Share of Increased Operating Expenses" shall mean
the product obtained by multiplying the Increased Operating Expenses by a
fraction, the numerator of which shall be the Rentable Area of the Premises and
the denominator of which shall be the Rentable Area of the Building.

II.      For each Operating Year, Tenant shall pay to Landlord, in the manner
provided herein, Tenant's Share of Increased Operating Expenses; provided,
however, that for the Operating Years during which the Lease Term begins and
ends, Tenant's Share of Increased Operating Expenses shall be prorated based
upon the actual number of days of the Lease Term falling within such Operating
Year.

III.     Tenant's Share of Increased Operating Expenses shall be paid in
advance on the first day of each month during the Lease Term without notice,
demand, abatement, deduction or set-off, said monthly amounts to be determined
on the basis of estimates prepared by Landlord on an annual basis and delivered
to Tenant prior to the commencement of each Operating Year.  If, however,
Landlord fails to furnish any such estimate prior to the commencement of an
Operating Year, then (a) until the first day of the month following the month
in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on
the first day of each month an amount equal to the monthly sum payable by
Tenant to Landlord an account of Increased Operating Expenses in respect of the
last month of the preceding Operating Year; (b) promptly after such estimate is
furnished to Tenant, Landlord shall give notice to Tenant whether the
installments of Tenant's Share of Increased Operating Expenses paid by Tenant
for the current Operating Year have resulted in a deficiency or overpayment
compared to payments which would have been paid under such estimate, and
Tenant, within ten (10) days after receipt of such estimate, shall pay any
deficiency to Landlord and any overpayment shall be credited against future
payments required by Tenant under such estimate; and (c) on the first day of
the month following the month in which such estimate is furnished to Tenant and
monthly thereafter throughout the remainder of the Operating Year, Tenant shall
pay to





                                      -4-
<PAGE>   46


Landlord the monthly payment shown on such estimate.  Landlord may at any time
or from time to time furnish to Tenant a revised estimate of Tenant's Share of
Increased Operating Expenses for such Operating Year, and in such case,
Tenant's monthly payments shall be adjusted and paid or credited, as the case
may be, substantially in the same manner as provided in the preceding sentence.

IV.      After the end of each Operating Year, Landlord shall determine actual
Operating Expenses for such Operating Year and shall provide to Tenant an
"Operating Expenses Statement" setting forth the actual Tenant's Share of
Increased Operating Expenses for such Operating Year.  Within thirty (30) days
after delivery of the Operating Expenses Statement, Tenant shall pay Landlord
any deficiency between the amount shown as Tenant's Share of Increased
Operating Expenses in the Operating Expenses Statement and the total of the
estimated payments made by Tenant during the Operating Year.  In the event of
overpayment, such amount shall be credited against future payments required on
account of Tenant's Share of Increased Operating Expenses, or if the Lease Term
has expired, Landlord shall refund to Tenant the amount of any overpayment.

V.       The Security Deposit shall be held by Landlord as security for the
performance by Tenant of its obligation to promptly pay Tenant's Share of
Increased Operating Expenses for the final Operating Year as provided above.
In the event Tenant fails to make such payment within thirty (30) days of
delivery of the invoice for Tenant's Share of Increased Operating Expenses for
such Operating Year, the amount of the invoice shall be deducted from the
Security Deposit; however, Tenant shall remain liable for any deficiency.

VI.      Each Operating Expenses Statement provided by Landlord shall be
conclusive and binding upon Tenant unless within sixty (60) days after receipt
thereof, Tenant notifies Landlord that it disputes the correctness thereof,
specifying those respects in which it claims the Operating Expenses Statement
to be incorrect.  Unless resolved by the parties, such dispute shall be
determined by arbitration in accordance with the then prevailing rules of the
American Arbitration Association.  If the arbitration proceedings result in a
determination that the Operating Expenses Statement contained an aggregate
discrepancy of less than five percent (5%), Tenant shall bear all fees and
costs in connection with such arbitration; and if such aggregate discrepancy is
five percent (5%) or more, Landlord shall bear all fees and costs in connection
with such arbitration.  Pending determination of the dispute, Tenant shall pay
any amounts due from Tenant in accordance with the Operating Expenses
Statement, but such payment shall be without prejudice to Tenant's claims.
Tenant, for a period of sixty (60) days after delivery of the Operating
Expenses Statement in each Operating Year and upon at least ten (10) days
written notice to Landlord, shall have reasonable access during Normal Business
Hours to the books and records of Landlord relating to Operating Expenses for
the purpose of verifying the Operating Expenses Statement, Tenant to bear all
costs relating to such inspection.  Tenant shall reimburse Landlord for any
cost for photocopying that it desires.





                                      -5-
<PAGE>   47

                                  EXHIBIT "E"

                                  WORK LETTER


         This Rider shall be subject to all of the same terms, definitions and
conditions of the foregoing Lease.  Landlord and Tenant agree as follows:

1.       Tenant Improvements

         1.1     Definition.  "Tenant Improvements" shall mean all required
Base Building Work and all tenant improvements in the Premises necessary to
prepare the Premises for occupancy by the Tenant.  Base Building Work includes
work relating to and modifications of the HVAC system, lighting, ceiling grid
and tile, life safety systems (including the addition and/or relocation of
demising walls, sprinkler heads, exit lights, emergency lighting, fire horns
and the like), finishes and all other work in the Building for Tenant's use and
occupancy thereof, but only to the extent reflected on the Final Plans (as
described hereinbelow).  All labor, material and other costs shall be charged
to the cost of the Tenant Improvements.  Certain items of work such as ceiling
grid and tile, blinds, light fixtures and mechanical work that are hereafter
supplied and/or installed by the Landlord shall be for the benefit of the
Tenant.  These items will be charged to the cost of the Tenant Improvements on
a unit cost basis.

         1.2     Plans and Specifications.  An architect licensed by the State
of Florida approved by Landlord (the "Architect") shall prepare the
architectural, mechanical and electrical plans and specifications for the
layout and improvements of the Premises ("Plans").  Landlord hereby approves
ASD, Inc. as the Architect hereunder.  The Plans shall be in such form and
detail as required by the Landlord in order to determine (a) if the materials
requested by the Tenant meet the quality standards prescribed by the Landlord
for Building Standard materials; and (b) the effect of improvements on the
structural components and service systems and facilities of the Building.  The
Plans will include:

                 (a)         Space Plan.  The "Space Plan" shall be schematic
space plan for the Premises, including a description of the size and location
of all partitions, doors as well as equipment that could affect structural
components and service systems and facilities of the Building.  A preliminary
Space Plan for the Premises and finish schedule if available is attached
hereto.

                 (b)         Final Plans.  The "Final Plans" shall consist of
all plans and specifications necessary to construct the Tenant Improvements,
including mechanical and electrical working drawings.  The Final Plans will be
certified by the Architect and will be in a form in which building and
occupancy permits can be obtained.

         1.3     Permits.  The Final Plans will be approved by Landlord and
Tenant and submitted to





<PAGE>   48


applicable governmental authority (the "Authority") for the plan check and
permit.  The improvements shown on the Final Plans together with any changes
required by the Authority shall constitute the "Tenant Improvements."  Tenant
shall approve the Final Plans or provide specific changes to same within three
(3) business days of receipt of same from Landlord.  Any changes shall be
subject to Landlord's approval.  If changes are made, Tenant shall respond to
same within two (2) business days of receipt of same.  Any changes required by
the Authority will be incorporated into the Final Plans and any costs related
thereto will be charged to the cost of the Tenant Improvements.

2.       Construction.

         2.1     Landlord's Contractor.  Landlord will enter into a contract
with a contractor or contractors to perform the work for the Tenant
Improvements.  Landlord will submit final drawings to three (3) qualified
licensed and bonded interior contractors approved by Landlord and Tenant,
requesting a competitive bid from each.  Should Landlord and Tenant fail to
agree on the selection of a contractor, then Landlord shall have the right to
appoint the contractor of its choice, provided the bid price is adjusted to
reflect the low bidder's cost, qualified to meet the specifications as set
forth in the Final Plans.  The cost of the Tenant Improvements shall include
all construction supervision fees due Landlord's construction supervision agent
(the "Agent").  All requests for extras or changes to the work in addition to
instructions regarding the work to be performed by the contractor shall be
furnished to Landlord and be subject to Landlord's approval.

         2.2     Performance.  All work shall be performed in accordance with
the Final Plans and in conjunction with Base Building as-built conditions.

         2.3     Landlord's Services.  Landlord shall provide at Landlord's
expense to contractor all necessary utilities, elevators or hoisting, general
security and access during Normal Business Working Hours.

         2.4     Deliveries.  The scheduling of deliveries of materials will be
coordinated with the Landlord.  In the event that Landlord reasonably
determines that a delivery during Normal Business Hours would disrupt the
normal operation of the Building, Landlord may require that such delivery be
made at a time after Normal Business Hours.

         2.5     Inspection by Landlord.  Landlord shall have the right to
inspect the Tenant Improvements at any time, and may reject work that does not
(a) strictly conform with code or with the Final Plans as to any matter that
might affect the exterior appearance of the Premises or the structural
components or service systems and facilities of the Building, or (b)
substantially conform with the Final Plans in all other aspects.

         2.6     Long Lead Time Items.  Should any material (such as wall
covering, carpet, special equipment, special fixtures, or the like) specified 
by Tenant have an unusually long delivery date or





                                      -2-
<PAGE>   49


cannot be located within a reasonable time in order for Landlord to complete
the Tenant Improvements on a timely basis or Landlord reasonably finds that any
of the specified materials would delay completion of the Tenant Improvements,
Landlord will provide Tenant with written notification of that fact.  Tenant
shall have seven (7) calendar days to change the specifications to materials
which are readily available.  If Tenant fails to change the specifications by
written notice delivered  to Landlord within seven (7) calendar days, then the
Premises will be deemed to be substantially complete without those items (and
other items delayed as a result of such long lead time items) not having been
installed.

         2.7     Materials supplied by Tenant.  Any material or items that
Tenant may be supplying to Landlord for Landlord's installation in the Premises
must be delivered on site when reasonably directed by Landlord or its
contractor or the Premises will be deemed substantially complete without
installation of those items or other items delayed as a result of late delivery
by Tenant.

         2.8     Substantial Completion.  The "Substantial Completion of the
Tenant Improvements" shall be defined as the date of the substantial completion
of the Tenant Improvements in substantial compliance with the Final Plans and
availability of the Premises for its intended use, subject only to punch list
items not affecting the function of the Premises.  The Substantial Completion
Date shall be determined by Landlord's Architect and such determination shall
be binding upon Landlord and Tenant, provided that the issuance of a
certificate of occupancy or completion for the Premises shall constitute
conclusive evidence of the Substantial Completion of the Tenant Improvements.

                 2.8.1  Change Orders.  If Tenant requests any changes in the
specification for the Building Standard Improvements or in the approved Final
Plans for Tenant Improvements, Tenant shall present Landlord with revised plans
and specifications.  If Landlord approves such changes, Landlord shall
incorporate such changes in the Tenant Improvements.  In the event any change
increases the anticipated Tenant Costs (as hereinafter defined), prior to
proceeding with any changes Landlord may require that Tenant pay to Landlord in
cash the amount of the anticipated increase in the Tenant's Costs.

                 2.8.2  The Tenant may request the Landlord to substitute
alternate materials for the specified Building Standard materials, provided
such substitutes are new and are of quality at least comparable to those
replaced as approved by the Landlord.  In the event that Tenant chooses not to
use or to substitute for the Building Standard Materials, the cost of the
Tenant Improvement will include the value of the materials purchased by
Landlord for the Tenant Improvements.  The purchase of all Building Standard
Materials, whether installed by the Landlord or not, shall be coordinated
through the Landlord.

                 2.8.3  If Tenant requests changes in the Building Standard
Improvements or in the Final Plans and if such changes delay the work to be
performed hereunder, or if Tenant shall otherwise delay the completion of the
work, the same shall constitute Tenant Delay.





                                      -3-
<PAGE>   50


3.       Payment for Tenant Improvements.

         3.1     Tenant Costs.  All costs and expenses incurred for the
construction of the Tenant Improvements less credit to the Tenant from the
Landlord for the Allowance (as hereinafter defined) given by Landlord to Tenant
(the "Tenant Costs") shall be paid by Tenant.

         3.2     Payment of Tenant Costs.  Tenant Costs shall be payable as
follows:

                 (a)         Tenant shall pay to Landlord prior to the
                             commencement of construction of the Tenant
                             Improvements, an amount equal to fifty percent
                             (50%) of the Tenant's Costs (as then estimated by
                             Landlord).

                 (b)         Upon Substantial Completion, Tenant shall pay to
                             Landlord the unpaid balance (as such amount can
                             then be reasonably estimated based on available
                             data) of Tenant's Costs, plus any approved
                             modifications thereto.  Any balance remaining
                             after final determination of the Tenant Costs
                             shall be paid by Tenant to Landlord upon demand.

         3.3     Payment as Additional Rent.  The amounts payable hereunder
shall constitute Additional Rent due under the Lease and shall be due at the
time specified herein.  Tenant's failure to make any such payments when due
shall constitute a default under the Lease, entitling Landlord to all of its
remedies thereunder.

         3.4     Allowance.  The Tenant shall receive an allowance from
Landlord (the "Allowance") equal to the lesser of (i) $63,700 and (ii) the
actual cost of the Tenant Improvements shown on the approved Final Plans.  In
no event shall Landlord be obligated to expend more than the Allowance or make
any payment to Tenant of any unused portion of the Allowance.

4.       Delay

         4.1     Force Majeure.  Landlord's obligation to complete the Tenant
Improvements within the time provided in the Lease shall be subject to
extension due to Force Majeure (as defined in the Lease).  The Commencement
Date shall be postponed by the number of days that completion of the Tenant
Improvements was actually delayed by event of Force Majeure.

         4.2     Other Delays.  Except for delays caused by the acts or
omissions of Landlord or by events of Force Majeure, no delays in completion of
the Tenant Improvements for any reason whatsoever shall postpone the
Commencement Date.  Specifically without limiting the generality of the
foregoing, the Commencement Date shall not be postponed on account of any
delays caused by Tenant's requirements for the Tenant Improvements, including
delays caused by shortages, unavailability of long lead procurement items of
unusual or non-Building Standard Materials, or on





                                      -4-
<PAGE>   51


account of any other delay caused by Tenant.

5.       Warranties

         To the extent that any warranties with respect to the Tenant
Improvements, which inure to the benefit of Landlord, are assignable to Tenant,
Landlord hereby assigns said warranties to Tenant, provided, however that
Landlord shall not be obligated to incur any costs or take any actions with
respect to the enforcement of said warranties.  Notwithstanding anything
contained herein to the contrary, Landlord makes no representations or
warranties with respect to the assignability or enforceability of the
aforementioned warranties.

6.       Conflicts

         In the event of a conflict between the terms and conditions of the
Rider and the Lease, the provisions of this Rider shall control.





                                      -5-
<PAGE>   52

                                  EXHIBIT "F"

                             RULES AND REGULATIONS


1.       Tenant shall not obstruct or encumber the Common Areas, and the
         sidewalks, driveways, and other public portions of the Project (herein
         "Public Areas") and such Public Areas shall not be used for any
         purpose other than ingress and egress to and from its Premises. Tenant
         shall not permit any of its employees, agents, licensees or invitees
         to congregate or loiter in any of the Public Areas. Tenant shall not
         invite to, or permit to visit, its Premises persons in such numbers or
         under such conditions as may interfere with the use and enjoyment by
         others of the Public Areas. Fire exits and stairways are for emergency
         use only, and they shall not be used for any other purpose. Landlord
         reserves the right to control, operate, restrict and regulate the use
         of the Common Areas, public facilities, and any facilities furnished
         for the common use of the tenants in such manner as it deems best for
         the benefit of the tenants.

2.       No awnings or other projections shall be attached to the outside walls
         of the Building. No curtains, blinds, shades or screens shall be
         attached to, hung in, or used in connection with any window or door of
         its Premises, without the consent of Landlord. Such window or door
         coverings must be of a quality, type, design and color approved by
         Landlord and further they must be installed in a manner approved by
         Landlord. In order that the Building can and will maintain a uniform
         appearance to those persons outside of the Building, each tenant
         occupying the perimeter areas of the Building shall (a) use only
         Building standard lighting in areas where lighting is visible from the
         outside of the Building and (b) use only building standard blinds in
         window areas which are visible from the outside of the Building.

3.       Except as otherwise provided in the Lease, no sign, insignia,
         advertisement, lettering, notice or other object shall be exhibited,
         inscribed, painted or affixed by Tenant on any part of the exterior or
         interior of the Premises, the Building or the remainder of the Project
         (including the doors for such areas) without the prior approval of
         Landlord. Landlord shall review the size, color, style, content and
         location of any proposed signage. Landlord shall have the right to
         prohibit any advertising or identifying sign by Tenant which, in the
         sole judgment of Landlord, impairs the appearance, reputation, or the
         desirability of the Building.  Upon Landlord's approval, Tenant shall
         obtain all necessary approvals and permits from governmental or
         quasi-governmental authorities in connection with such signs.
         Further, approved signs shall be inscribed, painted or affixed by
         signmakers approved by landlord at Tenant's sole cost.  In the event
         of a violation of the foregoing by Tenant, upon written notice from
         Landlord, Tenant shall refrain from and discontinue such advertising
         or identifying sign. In the event that Tenant does not promptly
         correct said violation, Landlord may remove such signs without an
         liability, and may charge the expense incurred in such removal to the
         Tenant violating this Rule and Tenant hereby agrees to pay any such
         expense as Additional Rent.





<PAGE>   53

4.       No bicycles, vehicles, animals (except seeing eye dogs), fish or birds
         of any kind shall be brought into or kept in or about the Premises
         within the Building.

5.       Nothing shall be done or permitted by Tenant which would impair or
         interfere with the use or enjoyment by any other occupant of the
         Building, including the playing of music.

6.       Nothing shall be done or permitted in the Premises and nothing shall
         be brought into, installed or kept in or about the Premises, which
         would impair or interfere with any of the HVAC, plumbing, electrical,
         structural components of the Project, Building or the services of the
         Project, Building or the Premises. Neither Tenant nor its employees,
         agents, licensees or invitees shall at any time bring or keep upon the
         Premises any flammable, combustible or explosive fluid, chemical or
         substance.

7.       No additional locks or bolts of any kind shall be placed upon any of
         the doors or windows by Tenant, nor shall any changes be made in locks
         or the mechanism thereof. Duplicate keys for the Premises shall be
         procured only from Landlord and Landlord may make a reasonable charge
         therefor. Tenant shall, upon the termination of the Lease, turn over
         to Landlord all keys to the Premises. In the event of the loss of any
         keys furnished by Landlord, Tenant shall pay to Landlord the cost of
         replacement locks and Tenant hereby agrees to pay said cost as
         Additional Rent.

8.       Any delivery or moving of any safes, freight, furniture, packages,
         boxes, crates or any other such object shall take place at such time
         and in such manner so as not to interfere with other occupants of the
         Building. Tenant hereby agrees to reimburse Landlord for extra costs
         incurred by Landlord including, but not limited to, Landlord's right
         to inspect all objects to be brought into the Building and to exclude
         from the Building any objects which may in Landlord's sole discretion
         violate the Lease and/or any of these Rules and Regulations.  Tenant
         hereby agrees to pay any such costs as Additional Rent.

         No hand trucks shall be used for such moving activities except for
         those equipped with rubber tires, side guards and such other
         safeguards as Landlord shall require.

9.       If Tenant shall request Landlord to perform any work on the Premises
         or Property, Tenant shall make such request at the management office
         for the Project. Tenant shall not request employees of Landlord to
         perform any work or do anything outside of their regular duties,
         unless under special instructions from Landlord.

10.      Canvassing, soliciting and peddling in the Project are prohibited and
         Tenant shall cooperate to prevent the same.

11.      Tenant shall not cause or permit any odors of cooking or other
         processes, or any unusual or





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<PAGE>   54

         objectionable odors, to emanate from its premises which would annoy
         other tenants or create a public or private nuisance. No cooking
         shall be done in Tenant's Premises, except for a household microwave
         oven or as is expressly permitted in the Lease, or otherwise consented
         to in writing by the Landlord.

12.      All paneling, doors, trim or other wood products not considered
         furniture shall be treated with fire-retardant materials. Before
         installation of any such materials, certification of the materials'
         fire-retardant characteristics shall be submitted to and approved by
         Landlord, and all such materials shall be installed in a manner
         approved by Landlord.

13.      Whenever Tenant submits any plan, agreement or other document for the
         consent or approval of Landlord, Landlord may charge, on demand, a
         reasonable processing fee for the review thereof, which shall include
         the cost of any services of an architect, engineer or attorney
         employed by Landlord to review such plan, agreement or document.
         Tenant hereby agrees to pay any such processing fee as Additional
         Rent.

14.      When electric wiring of any kind is introduced, it must be connected
         as directed by Landlord, Landlord may charge, on demand, a reasonable
         processing fee for the review thereof, which shall include the cost of
         any services of an architect, engineer or attorney employed by
         Landlord to review such plan, agreement or document.  Tenant hereby
         agrees to pay any such processing fee as Additional Rent.

15.      Landlord hereby reserves to itself any and all rights not granted to
         Tenant hereunder, including, but not limited to, the following rights
         which are reserved to Landlord for its purposes in operating the
         Building:

         (a)     the exclusive right to use of the name of the Project and
         Building for all purposes, except that Tenant may use the name as its
         business address and for no other purpose;

         (b)     the right to change the name or address of the Project and
         Building, without incurring any liability to Tenant for so doing;

         (c)     the right to install and maintain a sign or signs on the
         exterior of the Building or on the Project;

         (d)     the exclusive right to use or dispose of the use of the roof
         of the Building;

         (e)     the right to limit the space on the directory of the Building
         to be allotted to Tenant; and

         (f)     the right to grant anyone the right to conduct any particular
         business or undertaking in the Project or Building.





                                      -3-
<PAGE>   55


16.      Tenant and its employees shall park their cars only in those portions
         of the parking area designated by Landlord.

17.      Tenant shall not permit undue accumulations of garbage, trash, rubbish
         or any other refuse, and will keep such refuse in proper containers in
         the interior of the Tenant's Premises or other places designated by
         the Landlord.

18.      Tenant shall not conduct or permit any bankruptcy sales, unless
         directed by order of a court of competent, jurisdiction, or any fire
         or going out of business sale, whether real or fictitious.

19.      Landlord reserves the right to rescind, alter, waive or add any rule
         or regulations any time prescribed for the Building when Landlord
         deems it necessary or desirable for the reputation, safety, character,
         security, care, appearance or interests of the Project, the Building,
         the preservation of good order therein, the operation or maintenance
         of the Project, the Building or the equipment thereof, or the comfort
         of tenants or others in the Project.  No rescission, alteration,
         waiver or addition or any rule or regulation with respect to one
         tenant shall operate as a rescission, alteration or waiver in respect
         of any other tenant.





                                      -4-
<PAGE>   56

                                  EXHIBIT "G"

                                OPTION TO RENEW


         A.      Landlord hereby grants Tenant the option to renew ("Renewal
Option") the term of this Lease for one (1) additional term(s) of thirty-six
(36) months each (the "Renewal Terms"), commencing as of the date immediately
following the expiration of the Lease Term, such option to be subject to the
covenants and conditions hereinafter set forth in this Exhibit.

         B.      Tenant shall give Landlord written notice (the "Renewal
Notice") of Tenant's election to exercise its Renewal Option not later than one
hundred eighty (180) days prior to the expiration of the then current term of
this Lease: provided that Tenant's failure to give the Renewal Notice by said
date, whether due to Tenant's oversight or failure to cure any existing
defaults or otherwise, shall render this Renewal Option null and void.

         C.      Tenant shall not be permitted to exercise this Renewal Option
at any time during which Tenant is in default under this Lease, subject to
applicable notice and grace periods (if any).  In the event Tenant commits an
event of Default following exercise of this Renewal Option but before
commencement of the Renewal Term and fails to cure any default under this Lease
prior to the commencement of any Renewal Term, subject to applicable notice and
grace periods, such Renewal Term may be immediately canceled by Landlord or
Landlord may elect to waive such default or Landlord may consider the Renewal
Term to have been part of the Lease Term and immediately declare the Lease in
Default and Tenant shall forthwith deliver possession of the Premises to
Landlord as of the expiration or earlier termination of the then current term
of this Lease.

         D.      Tenant shall be deemed to have accepted the Premises in
"as-is" condition as of the commencement of each Renewal Term, subject to any
other repair and maintenance obligations of Landlord under this Lease, it being
understood and agreed that Landlord shall have no additional obligation to
renovate or remodel the Premises or any portion of the Building as a result of
Tenant's renewal of this Lease.

         E.      The covenants and conditions of this Lease in force during the
original Lease Term, as the same may be modified from time to time, shall
continue to be in effect during any Renewal Term, except as follows:

                 1.          The "Commencement Date" for the purposes of this
Lease shall be the first day of each Renewal Term.

                 2.          The "Base Rental" for the first year of each
Renewal Term shall be the greater of: (i) the Base Rental as provided for the
original Lease Term; or (ii) the Base Rental as determined for any previous
Renewal Term; or (iii) an amount determined by Landlord on the basis





<PAGE>   57

of the then prevailing market rental rate for office space comparable to the
Premises as reflected in one or more leases executed by Landlord with new
Building tenants within the twelve month period immediately preceding
commencement of such Renewal Term.  If Landlord has not executed any lease with
new Building tenants in the preceding twelve month period, the prevailing
market rental rate determination shall be based on new leased for premises
comparable to the Premises herein, as execute within said twelve month period
of owners of other office building properties located in St.  Petersburg,
Florida, that are comparable to the Building.

                 3.          The "Base Year" for each Renewal Term shall be the
calendar year during which such Renewal Term commences.

                 4.          Following expiration of the final Renewal Term as
provided herein, Tenant shall have no further right to renew or extend this
Lease.

         F.      Tenant's option to renew this Lease shall not be transferable
by Tenant, except in conjunction with a permissible assignment of Tenant's
interest in this Lease in accordance with the applicable provisions hereof.

         G.      The number of parking spaces for Tenant's non-exclusive use
under the Lease shall not exceed four (4) parking spaces per 1,000 square feet
of rentable area.





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