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Florida-Ft. Myers-12751 Westlinks Drive Lease Agreement - Cambridge Management Associates and Be First Internet Corp.

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                                 LEASE AGREEMENT

     1. PARTIES: This Lease Agreement (hereinafter referred to as the "Lease) is
made this ____ day of _____________,  1999, by and between CAMBRIDGE  MANAGEMENT
ASSOCIATES,  A  NEW  JERSEY  GENERAL  PARTNERSHIP  (hereinafter  referred  to as
"Landlord") and BE FIRST INTERNET  CORPORATION  (hereinafter  referred to as the
"Lessee"), duly organized and existing under the laws of the State of Florida.

     2. PREMISES:  Landlord, for and in consideration of the rent to be paid and
the covenants to be performed by Lessee,  as hereinafter set forth,  does hereby
lease,  demise  and let  unto  Lessee  that  portion  of the  building  known as
Westlinks III, 12751 Westlinks Drive, Ft. Myers, FL, (hereinafter referred to as
the  "Building")  consisting of 3,200 square feet of rentable area as determined
by typical BOMA  standards  and as outlined on the diagram  attached  hereto and
marked  as  Exhibit  "A",  known  as Unit  3,  (hereinafter  referred  to as the
"Premises").

     3. TERM:  The term of this  Lease  shall be for a period of three (3) years
and  two  (2)  months  commencing  on  August  1,  1999  or  when  premesis  are
"substantially  completed"  as defined  below  (hereinafter  referred  to as the
"Commencement  Date"),  and  terminating  on  September  30,  2002  (hereinafter
referred to as the "Termination  Date").  If the Commencement date is other than
August 1, 1999, then Landlord and Lessee shall confirm the Commencement Date and
Termination Date in writing within fifteen (15) days of the Premises being ready
for  occupancy,  which shall  thereafter  be  considered to be binding upon both
Landlord and Lessee.

     4. LANDLORD  CONSTRUCTION:  Landlord  will,  at its own expense,  cause the
Premises to be  completed  in the manner set forth in Exhibit  "A", and the same
will be ready for  occupancy on the  Commencement  Date.  The Premises  shall be
deemed  ready  for  occupancy   when  the  work  being   performed   therein  is
substantially completed.  The term "substantially  completed" shall be construed
to  mean  the  issuance  of  a  Certificate  of  Occupancy  by  the  appropriate
governmental  authority and such completion as shall enable Lessee to reasonably
and  conveniently  use and occupy the  Premises  for the conduct of its ordinary
business,  even though minor details,  decorations  and  mechanical  adjustments
(hereinafter  referred to as "Punch List  Items")  remain to be completed by the
Landlord.

     5. RENT:

          (a) Minimum Rent:

               (1) From the  Commencement  Date for a period of two (2)  months,
          Lessee shall occupy the Premises free of Minimum Rent.


<PAGE>


               (2) From two (2) months after the Commencement  Date for a period
          of one (1) year,  Lessee  shall pay to Landlord as yearly rent the sum
          of Twenty-Eight Thousand Dollars and No Cents ($28,000.00), payable in
          advance, without setoff or deduction,  except as otherwise provided by
          law, on the first business day of each calendar month in equal monthly
          installments  of Two Thousand Three Hundred  Thirty-Three  Dollars and
          Thirty-Four  Cents  ($2,333.34),  triple net as set forth  below.  The
          first  installment of rental shall be payable at the time of occupancy
          under this Lease.

               (3) From fourteen (14) months after the  Commencement  Date for a
          period of one (1) year,  Lessee  shall pay to  Landlord as yearly rent
          the sum of  Twenty-Nine  Thousand  Six  Hundred  Dollars  and No Cents
          ($29,600.00),  payable in advance, without setoff or deduction, except
          as  otherwise  provided  by law,  on the  first  business  day of each
          calendar  month in equal  monthly  installments  of Two Thousand  Four
          Hundred Sixty-Six Dollars and Sixty-Seven  Cents  ($2,466.67),  triple
          net as set forth below.

               (4) From twenty-six (26) months after the Commencement Date for a
          period of one (1) year,  Lessee  shall pay to  Landlord as yearly rent
          the sum of  Thirty-One  Thousand  Two  Hundred  Dollars  and No  Cents
          ($31,200.00),  payable in advance, without setoff or deduction, except
          as  otherwise  provided  by law,  on the  first  business  day of each
          calendar  month in equal  monthly  installments  of Two  Thousand  Six
          Hundred  Dollars  and No Cents  ($2,600.00),  triple  net as set forth
          below.

     In the event the term of this Lease commences on a day other than the first
business day of a calendar month, Lessee shall pay to Landlord, on or before the
Commencement Date of the term, a pro-rata portion of the monthly  installment of
rent, such pro-rata  portion to be based on the number of days remaining in such
partial  month after the  Commencement  Date of the term.  All Minimum  Rent and
Additional Rent including Maintenance and Operation Expenses shall be subject to
Florida state sales tax.

          (b) Additional Rent:  Whenever,  under the term of this Lease, any sum
     of money is required to be paid by Lessee in addition to the rental  herein
     reserved  and said  additional  amount so to be paid is not  designated  as
     "additional rent", then said amount shall,  nevertheless,  at the option of
     Landlord  if not paid when due,  be deemed  "additional  rent" and shall be
     collectible  as such with any  installment of rent  thereafter  falling due
     hereunder. Nothing herein contained shall be deemed to suspend or delay the
     payment of any sum at the time the same  becomes due and payable  hereunder
     or shall limit any other remedy of Landlord.

          (c) Place of Payment of Rent and Additional Rent: All payments of rent
     and additional  rent shall be paid when due without demand at the office of
     Cambridge Management  Associates,  840 N. Lenola Road - Unit 1, Moorestown,
     NJ 08057, or at such


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<PAGE>


     other place as Landlord may from time to time direct in writing. All checks
     shall be made payable to CAMBRIDGE MANAGEMENT ASSOCIATES.

          (d) Security Deposit: Landlord acknowledges receipt upon the execution
     hereof  from  the  Lessee  the sum of Two  Thousand  Dollars  and No  Cents
     ($2,000.00),  to be held as  collateral  security  for the  payment  of any
     rentals and other sums of money payable by Lessee under this Lease, and for
     the faithful  performance  of all other  covenants and agreements of Lessee
     hereunder;  the amount of said  security  deposit is to be repaid to lessee
     within thirty (30) days after the termination of this Lease and any renewal
     thereof,  provided  Lessee shall have made all such  payments and performed
     all such  covenants  and  agreements  as provided  for herein and  provided
     Lessee has not defaulted under the terms and conditions of this Lease. Upon
     any default of Lessee hereunder,  all or part of said security deposit may,
     at the Landlord's sole option,  be applied on account of such default,  and
     thereafter,  Lessee shall promptly restore the resulting deficiency in said
     security  deposit,  and said  security  deposit  shall be  deemed to be the
     property of Landlord.

     6. PEACEFUL  POSSESSION:  The Landlord covenants that the Lessee, on paying
the said  rental and  performing  the  covenants  and  conditions  in this Lease
contained,  shall and may peaceably and quietly have, hold and enjoy the demised
Premises for the term  aforesaid.  Landlord  agrees that the adjacent space will
not be leased to any  lessee  that will  unreasonably  interfere  with  Lessee's
ability to conduct its business.

     7. SERVICES:

          (a)  Utility  Services:  Landlord  shall,  at its  expense,  provide a
     heating,  cooling and ventilating  system  (hereinafter  referred to as the
     "HVAC System")  sufficient to maintain the Premises in accordance  with the
     standards  and  specifications  identified in Exhibit "B".  Landlord  shall
     furnish  Lessee  with an  electrical  system  having the  minimum  required
     capacity  identified in Exhibit "B" and Landlord shall also furnish hot and
     cold water and sewer for normal office needs.  Landlord shall  install,  at
     its expense an electric meter to the demises  Premises.  Lessee shall clean
     the Premises at its expense and shall pay for all  electricity,  gas, sewer
     charges and water  consumed by Lessee on the Premises,  such payments to be
     made directly to suppliers thereof.

          (b) Other  Services:  Landlord will provide the following  services to
     the Premises and Building:  fire monitoring,  window cleaning,  landscaping
     and landscape  maintenance and maintenance to the common areas described in
     Paragraph 11. The cost of those  services  shall be included in Paragraph 8
     hereof


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<PAGE>


     8. OPERATION AND MAINTENANCE COSTS AND ADDITIONAL RENT:

          (a) The costs and expenses of the  operation  and  maintenance  of the
     Building  (hereinafter  referred to as "Operation and  Maintenance  Costs")
     shall include,  without limitation,  the direct and actual cost and expense
     to Landlord of the following items:

               (1) All  wages,  salaries  and fees of all  employees  and agents
          directly engaged in the management,  operation,  repair,  replacement,
          maintenance and security of the Building,  including taxes,  insurance
          and all other employee benefits relating thereto;

               (2) All  common  utilities  to the  Building  including,  but not
          limited to, water and sewer, electric and irrigation sprinkler use;

               (3) All supplies and materials used in the  management,  leasing,
          operation,  repair,  replacement,  maintenance  and  security  of  the
          Building;

               (4)  All   maintenance   and  service   agreements  on  equipment
          including, without limitation, HVAC, alarm service and window cleaning
          for the Building;

               (5) All fire  (with all risk  coverage)  and other  casualty  and
          public  liability  insurance for the Building and Landlord's  personal
          property and fixtures used in connection therewith;

               (6) All "real  estate  taxes"  which,  for the  purposes  of this
          Article,  shall mean all real  property  taxes and  personal  property
          taxes,  charges and  assessments  which are levied,  assessed  upon or
          imposed by any governmental  authority during any calendar year of the
          term hereof  with  respect to the  Building  and the land on which the
          Building is located and any improvements,  including,  but not limited
          to the GSD  Assessment,  fixtures and equipment and all other property
          of  Landlord,  real or  personal,  located in the Building and used in
          connection  with the operation of the Building and any tax which shall
          be  levied  or  assessed  in  addition  to or in lieu of such  real or
          personal  property  taxes and any  license  fees,  tax  measured by or
          imposed upon rents, or other tax or charge upon Landlord's business of
          leasing the  Building.  All such real estate  taxes shall be allocated
          based  on the  maximum  discount  amount.  In the  event  that the tax
          statement from the taxing authority does not allocate assessments with
          respect  to  the  Building  and  assessments  relating  to  any  other
          improvements  located  upon  the  land  upon  which  the  Building  is
          situated, Landlord shall make a reasonable determination of the proper
          allocation of such  assessment  based,  to the extent  possible,  upon
          records of the assessor.  Landlord shall have the right to institute a
          tax appeal on behalf of all


                                       -4-
<PAGE>


          lessees  of the  Building,  the  cost of said  appeal  shall  be borne
          pro-rata by Lessee;

               (7) All  repairs,  replacements  and general  maintenance  of the
          Building,   including,  but  not  limited  to,  HVAC  equipment,  roof
          maintenance  and  the  upkeep  of the  lawn,  grounds,  shrubbery  and
          landscaping, along with paving maintenance;

               (8)  All  service  or  maintenance   contracts  with  independent
          contractors  for the operation,  repair,  replacement,  maintenance or
          security of the Building;

               (9) All  other  costs and  expenses  necessarily  and  reasonably
          incurred by Landlord in the proper  operation and  maintenance  of the
          Building, provided, however, that the following shall be excluded from
          the term  "Operation  and  Maintenance  Costs"  (i)  expenses  for any
          capital  improvements  made to Land or Building,  except those capital
          expenses  for  improvements  which result in savings of labor or other
          costs or which may be  required  by  governmental  authority  shall be
          included and the cost of such  improvements  amortized over the useful
          life of the  improvements;  (ii)  expenses  for  repairs or other work
          occasioned  by  fire,  wind  storm or other  insured  casualty;  (iii)
          expenses  incurred in leasing or procuring new lessees (e.g. for lease
          commissions, advertising expenses and expenses of renovating space for
          new lessees);  (iv) legal expenses in enforcing the term of any lease;
          (v) interest or  amortization  payments on any mortgage or  mortgages;
          (vi)  depreciation;  and (vii) Landlord's  administrative  expense and
          amounts chargeable to other lessees.

          (b) During  each  calendar  year or portion  thereof  included  in the
     original  term of this  Lease and any  renewal  thereof,  Lessee  shall pay
     Landlord as  additional  rent,  Lessee's  percentage  of all  Operation and
     Maintenance  Costs.  "Percentages"  shall be  defined as the ratio that the
     gross  square feet of the  Premises  bears to the gross  square feet of the
     rentable  area in the  Building,  which  "percentage"  is  agreed to be 10%
     (3,200/29,340).  It is understood  that Landlord  shall cause such services
     described in Paragraph 8(a) above to be performed for the Building and that
     Landlord shall receive bills from such employees and  contractors  for work
     specifically  performed  on the  Building,  which bills  shall  represent a
     proper  allocation of any work done for the Building as compared with other
     work that such  employees  or  contractors  may perform for any  properties
     owned by Landlord in the areas  adjacent to and  surrounding  the Building.
     Lessee  shall have the right to review all such bills and  calculations  of
     Landlord as to any allocations thereof Nothing herein shall be construed to
     require  Lessee to pay expenses  incurred for repair and/or  replacement of
     items warranted by Landlord in this Lease.


                                       -5-
<PAGE>


          (c) During  December of each calendar  year, or as soon  thereafter as
     practicable,  Landlord  shall give Lessee written notice of its estimate of
     any amounts payable under  Subparagraph 8(b) above for the ensuing calendar
     year on or before the first day of each month  during  the  calendar  year,
     Lessee shall pay to Landlord  one-twelfth (1/12) of such estimated amounts,
     provided  that if such  notice  is not  given  in  December,  Lessee  shall
     continue to pay on the basis of the then applicable  rental until the month
     after such  notice is given.  If any time or times it  appears to  Landlord
     that the  amounts  payable  under  Subparagraph  8(b) above for the current
     calendar  year will vary from its estimate by more than five percent  (5%),
     Landlord shall, by notice to Lessee, revise its estimate for such year, and
     subsequent payments by Lessee for such year will be based upon such revised
     estimate.

          (d) Within ninety (90) days after the close of each calendar  year, or
     as soon after such ninety (90) day period as  practicable,  Landlord  shall
     deliver to Lessee a statement  of the  adjustments  to be made  pursuant to
     Subparagraph 8(b) above. If, on the basis of such statement, Lessee owes an
     amount that is less than the  estimated  payments for such  calendar  years
     previously  made by Lessee,  Landlord  shall  refund  such excess to Lessee
     within thirty (30) days. If on the basis of such statement,  Lessee owes an
     amount that is more than the  estimated  payments  for such  calendar  year
     previously  made by Lessee,  Lessee  shall pay the  deficiency  to Landlord
     within thirty (30) days after delivery of statement.  In no event, however,
     shall the  monthly  rent paid by Lessee be less than the  Minimum  Rent set
     forth in  Paragraph  5 hereof  Lessee  shall  have the right to review  all
     documentation  substantiating any increases including,  but not limited to,
     real estate tax bills, insurance bills and common utility charges.

          (e) The  additional  rent due under the terms and  conditions  of this
     Paragraph  shall,  except as  provided  for by law,  be  payable  by Lessee
     without any setoff or deduction  and shall be prorated as aforesaid  during
     the first and last calendar years of the Lease term or any renewal thereof

          (f) In the event Landlord  constructs  additional  improvements at the
     Building which  increases the assessment or gross square footage during the
     term of this Lease,  Lessee's percentage of Operation and Maintenance Costs
     shall be equitably adjusted.

          (g)  Notwithstanding  anything  in the above to the  contrary,  annual
     increases  in  Operation  and  Maintenance  Costs  shall be  limited to 5%.
     Landlord's  failure to increase the Operation and Maintenance Costs for one
     (1) year shall not be deemed to be a waiver of its rights to said increase.
     All rights shall be cumulative,  for example: if Landlord does not increase
     Operation and Maintenance Costs in year two, they will have the


                                       -6-
<PAGE>


     right to increase the Operation and Maintenance Costs by 10% in year three.

     9. LATE  PAYMENT:  In the event that the  Minimum  Rent and  Operation  and
Maintenance Costs shall not be paid when due or any payments required to be paid
by Lessee  under the  provisions  hereof are not paid within ten (10) days after
notice from Landlord,  Lessee shall, upon demand,  pay a late charge to Landlord
in the amount of six  percent  (6%) of the  overdue  amount and such late charge
shall be deemed "rent" for all purposes under this Lease.

     10. USE OF PREMISES:

          (a) LESSEE MAY NOT  UTILIZE OR STORE ANY  HAZARDOUS  MATERIALS  ON THE
     PREMISES,  unless, prior to the commencement of this Lease, Lessee presents
     to Landlord a notarized affidavit stating Lessee's SIC number together with
     a  detailed  list of all  hazardous  materials  to be used or stored on the
     Premises  and,  provided  further,  that  Lessee  is  not in  violation  of
     Paragraph 20(a) and/or 20(b).  Lessee shall use and occupy the Premises for
     general  office  space.  Lessee  represents  and warrants that Lessee's SIC
     (Standard  Industrial  Classification)  number  is . as  designated  in the
     Standard  Classification  Manual  prepared by the Office of Management  and
     Budget.  Lessee shall not use or occupy the Premises for any other  purpose
     or business without prior written consent of the Landlord.

          (b) HAZARDOUS MATERIALS:  The term "Hazardous  Materials",  as used in
     this Lease,  shall include,  without  limitation,  flammables,  explosives,
     radioactive   materials,   asbestos,   polychlorinated   biphenyls  (PCBS),
     chemicals  known to cause  cancer  or  reproductive  toxicity,  pollutants,
     contaminates,  hazardous  wastes,  toxic  substances or related  materials,
     petroleum and petroleum products and substances declared to be hazardous or
     toxic under any law or regulation  now or hereafter  enacted or promulgated
     by any governmental authority.

               I.  Lessee  Restorations:  Lessee  shall  not  cause or permit to
          occur: (a) any violation of any federal, state or local law, ordinance
          or  regulation  now or  hereafter  enacted,  related to  environmental
          conditions  on, under or about the  Premises or arising from  Lessee's
          use or occupancy of the Premises,  including, but not limited to, soil
          and ground  water  conditions;  or (b) the use,  generation,  release,
          manufacture,  refining, production, processing, storage or disposal of
          any Hazardous Material without Landlord's prior written consent, which
          consent may be withdrawn,  conditioned  or modified by Landlord in its
          sole and absolute  discretion in order to insure  compliance  with all
          applicable Laws (hereinafter  defined), as such Laws may be enacted or
          amended from time to time.


                                       -7-
<PAGE>


               II.  Environmental  Cleanup:  (a) Lessee  shall,  at Lessee's own
          expense, comply with all laws regulating the use, generation, storage,
          transportation  or disposal of Hazardous  Materials  (the "Law");  (b)
          Lessee  shall,  at Lessee's  own  expense,  make all  submissions  to,
          provide all information  required by and comply with all  requirements
          of all governmental  authorities (the  "Authorities")  under the Laws;
          (c) should any  Authority  or any third party demand a cleanup plan be
          prepared or  undertaken  because of any deposit,  spill,  discharge or
          other  release of Hazardous  Materials  that occurs during the term of
          this Lease and which are caused by Lessee,  its  employees,  agents or
          invitees,  at or from the  Premises  or which  arises at any time from
          Lessee's  actions or inactions,  Lessee shall at Lessee's own expense,
          prepare and submit the required  plans and all related bonds and other
          financial  assurances  and  Lessee  shall  carry out all such  cleanup
          plans; (d) Lessee shall promptly provide all information regarding the
          use,  generation,  storage,  transportation  or disposal of  Hazardous
          Materials  required by  Landlord.  If Lessee fails to fulfill any duty
          imposed under this  Paragraph  10(b) within thirty (30) days following
          its request,  Landlord may proceed with such efforts and in such case,
          Lessee shall cooperate with Landlord in order to prepare all documents
          Landlord deems necessary or appropriate to determine the applicability
          of the  Laws  to  the  Premises  and  Lessee's  use  thereof  and  for
          compliance therewith,  and Lessee shall execute all documents promptly
          upon Landlord's request and any expenses incurred by Landlord shall be
          payable by Lessee as  Additional  Rent. No such action by Landlord and
          no attempt  made by Landlord to mitigate  damages  under any Law shall
          constitute a waiver of any Lessee's  obligations  under this Paragraph
          10(b);  and (e) Lessee's  obligations and liabilities  under Paragraph
          10(b) shall survive the expiration of this Lease,

               III.  Notwithstanding  the above, Lessee shall not be responsible
          for any  deposit,  spill,  discharge  or other  release  of  Hazardous
          Material  caused by a third  party that is not an  employee,  agent or
          invitee of Lessee.

     11. COMMON AREAS: All parking areas,  driveways,  alleys, public corridors,
fire escapes and other areas,  facilities and improvements  provided by Landlord
for the  general  use in common of Lessee and other  lessees,  their  employees,
agents,  invitees and licensees,  shall at all times be subject to the exclusive
control and management of Landlord,  and Landlord shall have the right from time
to time to establish,  modify and enforce  reasonable rules and regulations with
respect to all such areas,  facilities and improvements.  Landlord warrants that
adequate  parking and  unimpeded  access to the Building  and  Premises  will be
maintained during the lease term.

     12. SIGNS: Lessee shall not display,  inscribe,  print, paint,  maintain or
affix on any place in or about the Premises or the  Property  any sign,  notice,
legend, direction, figure or


                                       -8-
<PAGE>


advertisement,  except on the doors of the Premises and Building  Directory  and
then only such  name(s) and matter and in such  color,  size,  style,  place and
materials  as shall  first  have been  approved  in writing  by  Landlord,  such
approval not to be  unreasonably  withheld.  Landlord agrees that all lessees in
the Building shall be subject to the same restrictions.

     13. ALTERATIONS AND IMPROVEMENTS, REMOVAL:

          (a)  Lessee  shall not make any  major  alterations,  improvements  or
     additions  to the  Premises  or attach any  fixtures or  equipment  thereto
     without the Landlord's prior written  consent,  which approval shall not be
     unreasonably withheld. All alterations, interior decorations,  improvements
     or  additions  made to the  Premises or the  attachment  of any fixtures or
     equipment  thereto  shall be performed at Lessee's sole cost and expense by
     Landlord  or, at  Landlord's  sole  option,  by  Lessee.  All  alterations,
     improvements,  additions or fixtures, whether installed before or after the
     execution of this Lease,  shall remain upon the Premises at the  expiration
     or sooner  termination  of this Lease and become the  property of Landlord,
     unless Landlord shall,  prior to the termination of this Lease,  have given
     written  notice to Lessee to remove the same.  In the event  that  Landlord
     requests such removal and Lessee fails to remove same and repair any damage
     caused  thereby  on or  before  said  expiration  date,  Lessee  agrees  to
     reimburse  and pay Landlord for the cost of removing same and repairing any
     damage to the Premises caused by said removal,  except for damage caused by
     negligence of Landlord, or its agents, workmen or employees.

          (b) In doing any such work of  installation,  removal,  alteration  or
     relocation,  Lessee shall use due care to cause as little  damage or injury
     as possible to the  Premises  or the  Building  and to repair all damage or
     injury that may occur to the  Premises or the Building in  connection  with
     such work. Lessee agrees in doing any such work in or about the Premises to
     use its best efforts to engage only such labor as will not conflict with or
     cause  strikes  or other  labor  disturbances  among the  building  service
     employees  of the  Landlord.  Any  contractors  employed by Lessee for such
     installations  shall  carry  workman's   compensation   insurance,   public
     liability  insurance  and property  damage  insurance in amounts,  form and
     content  and  with  companies  satisfactory  to  Landlord.   Prior  to  the
     commencement by Lessee of any work as set forth in this  Paragraph,  Lessee
     must  obtain,  at  its  sole  cost  and  expense,  all  necessary  permits,
     authorizations and licenses required by the various government  authorities
     having Jurisdiction over the Premises.

     14. MECHANIC'S LIEN: Lessee shall agree not to allow any Mechanic's Lien to
be filed against the Premises for any construction of other work on or about the
Premises performed or to be performed at Lessee's request.  Notwithstanding  the
foregoing, if any mechanic's or other lien shall be filed against


                                       -9-
<PAGE>


the Premises or the Building  purporting to be for labor or materials  furnished
or to be  furnished  at the  request of Lessee,  then Lessee  shall,  at its own
expense,  cause such lien to be discharged or stayed of record by payment,  bond
or otherwise, within thirty (30) days after filing thereof. If Lessee shall fail
to commence  actions to cause such lien to be  discharged  or stayed by payment,
bond or otherwise  within  thirty (30) days after filing  thereof.  Lessee shall
indemnify and hold Landlord harmless against any and all claims, costs, damages,
liabilities  and expenses  (including  attorney's  fees) which may be brought or
imposed  against  or  incurred  by  Landlord  by  reason of any such lien or its
discharge.

     15. CONDITION OF PREMISES:  Lessee  acknowledges and agrees that, except as
expressly  set  forth in this  Lease,  there  have  been no  representations  or
warranties  made by or on behalf of Landlord with respect to the Premises or the
Building. Landlord warrants that: (i) it is the fee simple owner of the Premises
and has the full right and authority to enter into this Lease; and (ii) existing
locaL state and federal laws, statutes, ordinances and regulations permit Lessee
to use the Premises  for the  intended  uses.  The taking of  possession  of the
Premises  by Lessee  shall  conclusively  establish  that the  Premises  and the
Building were at such time in satisfactory condition,  order and repair, subject
to any Punch List Items to be provided  to Landlord by Lessee in writing  within
ten (10) days of taking possession.

     16. ASSIGNMENT AND SUBLETTING:

          (a)  Subject  to the terms of this  Paragraph,  Lessee  shall have the
     right to assign or hypothecate  this Lease. A corporate Lessee may, without
     consent of the  Landlord,  assign  this Lease to its parent  subsidiary  or
     purchaser  of  substantially  all of  Lessee's  assets,  provided  that the
     assignee assumes, in full, the obligations under this Lease.

          (b) If,  at any  time or from  time to time  during  the  term of this
     Lease,  Lessee  desires to assign the Lease or to sublet all or part of the
     Premises,  Lessee  shall give notice to Landlord of such  intent.  Landlord
     shall have the option,  exercisable by notice given to Lessee within twenty
     (20) days after receipt of Lessee's notice,  of re-acquiring the portion of
     the Premises  proposed to be assigned or sublet and  terminating  the Lease
     with respect thereto. If the Landlord does not exercise such option, Lessee
     shall, upon obtaining written consent of Landlord,  which consent shall not
     be unreasonably  withheld, be free to assign the Lease or sublet such space
     to a third party subject to the following conditions:

               (1) In  Landlord's  sole  option,  the  Sublessee  or Assignee is
          financially  responsible  and that the use of the demised  Premises by
          Sublessee or Assignee is the same or similar to that of the Lessee;


                                      -10-
<PAGE>


               (2)  Landlord may exercise its option set forth above at any time
          prior to the execution of a sublease  agreement to which  Landlord has
          given its consent in writing;

               (3) No  sublease  shall  be valid  and no  Sublessee  shall  take
          possession of the premises subleased until an executed  counterpart of
          such sublease has been delivered to Landlord;

               (4) No Sublessee shall have a night to further sublet, and

               (5) Any sums or other economic  consideration  received by Lessee
          as a result  of such  subletting  (except  rental  or  other  payments
          received which are  attributable  to the  amortization  of the cost of
          leasehold   improvements,   other  than   building   standard   lessee
          improvements  made to the sublet portion of the Premises by Lessee for
          Sublessee),   whether   denominated  rentals  under  the  Sublease  or
          otherwise,  which exceed in the  aggregate the total sums which Lessee
          is obligated to pay Landlord  under this Lease  (pro-rated  to reflect
          obligations  allocable to that portion of the Premises subject to such
          sublease)  shall be divided  equally with Landlord as additional  rent
          under this Lease without affecting or reducing any other obligation of
          Lessee hereunder.

          (c)  Regardless  of  Landlord's  consent,  no subletting or assignment
     shall release Lessee of Lessee's obligations or alter the primary liability
     of Lessee to pay the  rental  and to perform  all other  obligations  to be
     performed by Lessee  hereunder.  The  acceptance of rental by Landlord from
     any other  person  shall not be  deemed to be a waiver by  Landlord  of any
     provision  hereof In the event of default by any  assignee of Lessee or any
     successor of Lessee in the performance of any of the terms hereof, Landlord
     may proceed  directly  against  Lessee  without the necessity of exhausting
     remedies  against  such  assignee  or  successor.  Landlord  may consent to
     subsequent  assignment  or  subletting  of  this  Lease  or  amendments  or
     modifications to this Lease with assignees of Lessee provided that Landlord
     notifies  Lessee  or any  successor  of  Lessee  and  obtains  its or their
     consents  thereto,  and such action  shall not relieve  Lessee of liability
     under this Lease.

     17. ACCESS TO PREMISES:  Landlord,  its employees and agents shall have the
right, upon receipt of written approval from Lessee to enter the Premises at any
time in case of an  emergency  for the purpose of examining  or  inspecting  the
same, showing the same to mortgagees or lessees of the Building, as Landlord may
deem  necessary or desirable,  provided,  however,  Landlord  shall proceed in a
manner to minimize the disruption of Lessee's business.

     18. REPAIRS:


                                      -11-
<PAGE>


          (a) Landlord shall keep the exterior,  foundations,  structure,  roof,
     all common  areas  (including  parking and  driveway),  HVAC,  plumbing and
     electrical  systems  located on the  exterior of the building in good order
     and repair, subject to the reimbursement as Operation and Maintenance Costs
     pursuant to Paragraph 8, provided,  however, that Lessee shall maintain the
     plumbing,  heating,  air  conditioning  and  electrical  systems  which are
     physically  located within the confines of the Premises,  provided that the
     systems are properly  installed  and operating at the time of possession by
     Lessee. Lessee shall replace/repair all broken glass, door windows, that is
     caused by Lessee, its employees, agents or invitees.

          (b)  Except  as  Landlord  is   obligated   for  repairs  as  provided
     hereinabove,  Lessee shall make, at its sole cost and expense,  all repairs
     necessary  to maintain  the  Premises  and shall keep the  Premises and the
     fixtures  therein  in neat and  orderly  condition.  If Lessee  refuses  or
     neglects to make such repairs or fails to diligently  prosecute the same to
     completion  after  written  notice  from  Landlord  of the  need  therefor,
     Landlord may make such  repairs at the expense of Lessee and such  expense,
     along with a ten percent  (10%) service  charge,  shall be  collectible  as
     additional rent.

          (c)  Except  as  results  from  the  negligent  acts or  omissions  of
     Landlord,  Landlord  shall not be  liable  by  reason  of any  injury to or
     interference with Lessee's business arising from the making of any repairs,
     alterations,  additions or  improvements  to the Premises or Building or to
     any appurtenances or equipment therein.  Landlord shall interfere as little
     as  reasonably  practicable  with the conduct of Lessee's  business.  There
     shall  be no  abatement  of  rent  because  of such  repairs,  alterations,
     additions or improvements.

          (d) In the event of an  emergency,  Landlord may enter the Premises to
     make any and all repairs  necessary to preserve  and protect the  Premises,
     and the costs and expense of such repairs shall be paid as provided in this
     Lease.

     19. INDEMNIFICATION AND LIABILITY INSURANCE:

          (a) Except for the negligence or intentional acts of Landlord,  Lessee
     shall indemnify, hold harmless and defend Landlord from and against any and
     all costs,  expenses  (including  reasonable  counsel  fees),  liabilities,
     losses, damages, suits, actions, fines, penalties, claims or demands of any
     kind connected  with, and Landlord shall not be liable to Lessee on account
     of (i) any  failure  by Lessee to  perform  any of the  agreements,  terms,
     covenants or conditions  of this Lease  required to be performed by Lessee;
     (ii) any  failure  by  Lessee  to  comply  with any  statutes,  ordinances,
     regulations or orders of any governmental authority; or (111) any accident,
     death, or personal injury or damage to or losses or theft of property which
     shall


                                      -12-
<PAGE>


occur in or about the Premises occasioned wholly or in part by reason of any act
or omission of Lessee, its agents, contractors or employees.

          (b) During the term of this Lease or any renewal thereof, Lessee shall
     obtain and promptly pay all premiums for general public liability insurance
     against  claims for personal  injury,  death or property  damage  occurring
     upon, in or about the Premises,  with minimum  limits of  $1,000,000.00  on
     account of bodily injuries to or death of one person and  $1,000,000.00  on
     account of bodily  injuries to or death of more than one person as a result
     of any one accident or disaster,  and  $100,000.00  on account of damage to
     property (or in an amount of not less than  $1,000,000.00  combined  single
     limit for bodily  injury and property  damage),  and all such  policies and
     renewals  thereof  shall  name the  Landlord  as  additional  insured.  All
     policies  of  insurance  shall  provide  that:  (i) no  material  change or
     cancellation  of said  policies  shall be made  without ten (10) days prior
     written  notice to  Landlord  and  Lessee;  (ii) any loss  shall be payable
     notwithstanding  any  intentional  act or  negligence of Lessee or Landlord
     which might otherwise result in the forfeiture of said insurance; and (iii)
     the insurance  company  issuing the same shall have no right of subrogation
     against Landlord, their agents, servants and/or employees. On or before the
     Commencement  Date of the term of this Lease and thereafter,  not less than
     fifteen (15) days prior to the expiration dates of said policy or policies,
     Lessee  shall  provide  copies of policies  or  certificates  of  insurance
     evidencing  coverage  required by this Lease.  All the  insurance  required
     under this Lease shall be issued by insurance  companies  authorized  to do
     business  in the State of Florida  with a  financial  rating of at least an
     "A+" as rated in the most recent edition of Best's Insurance Reports and in
     business for the past five (5) years. The aforesaid insurance limits may be
     reasonably increased from time to time by Landlord.

          (c) Lessee and Landlord, respectively,  hereby release each other from
     any and all  liability  or  responsibility  to the other for all  claims or
     anyone  claiming by,  through or under it or them by way of  subrogation or
     otherwise  for any  loss or  damage  to  property  covered  by the  Florida
     Standard Form of Fire Insurance Policy with extended coverage  endorsement,
     whether or not such insurance is maintained by the other party.

          (d) Landlord  agrees to maintain  adequate fire and extended  coverage
     including liability insurance on the Building during the term of this Lease
     and said policy shall provide that the insurance  company  issuing the same
     shall  have no fight of  subrogation  against  Lessee.  In the  event  that
     Landlord's  insurance  premium is increased  as a result of providing  this
     coverage, Lessee shall be responsible to pay the additional premium.


                                      -13-
<PAGE>


          (e) Except if caused by Landlord,  its  employees,  agents or invitees
     and to the extent  permitted by law,  Lessee shall  indemnify  Landlord and
     save it harmless and, at Landlord's option,  defend it from and against any
     and all claims,  actions,  damages,  liabilities  and  expenses,  including
     attorney's and other  professional  fees, in connection  with loss of life,
     personal  injury  and/or  damage  to  property  arising  from or out of the
     occupancy or use by Lessee of the Premises or any part thereof or any other
     part of the Building,  occasioned  wholly or in part by any act or omission
     of Lessee, its officers, agents, employees, invitees or licensees.

          (f) Except if caused by Landlord, its employees, agents or invitees or
     failure of Landlord to diligently  proceed to correct cause,  Lessee agrees
     that  there  shall be no rent  abatement  if  Lessee  is  unable to use the
     Premises for any reason whatsoever,  including the lack of utilities and/or
     damage to the  Premises.  Lessee  agrees to purchase and maintain  adequate
     insurance,  including  business  interruption  insurance  to cover all such
     occurrences  and the  insurance  company  agrees  to waive  any  rights  of
     subrogation against Landlord, their agents, servants and/or employees.

     20. NEGATIVE COVENANTS OF LESSEE:

          (a) Lessee  agrees that it will not do or suffer to be done,  any act,
     matter or thing  objectionable to the fire insurance  companies whereby the
     fire  insurance  or any other  insurance  now in force or  hereafter  to be
     placed on the  Premises or  Building,  shall  become void or  suspended  or
     whereby the same shall be rated as a more  hazardous  risk than at the date
     when  Lessee  receives  possession  hereunder.  In case of a breach of this
     covenant,  in addition to all other remedies of Landlord hereunder,  Lessee
     agrees to pay to Landlord,  as  additional  rent,  any and all increases in
     premiums  on  insurance  carried by  Landlord  on the  Premises or any part
     thereof,  or on the Building of which the Premises may be a part, caused in
     any way by the occupancy of Lessee.

          (b) Lessee will not store or discharge any toxic, radioactive or other
     hazardous  substances  or wastes on or adjacent to the  Premises or utilize
     the  Premises  or any  adjacent  lands  for  the  generation,  manufacture,
     refining,  transportation,  treatment, storage, handling or disposal of any
     such  substances  or wastes in violation of ISRA or any other laws,  rules,
     regulations or procedures of any federal or state environmental  regulatory
     body or agency.

     21. FIRE OR OTHER CASUALTY:

          (a) If the Premises are damaged by fire or other casualty, the damages
     shall be  repaired  by and at the  expense of  Landlord to at least as good
     condition as that which existed


                                      -14-
<PAGE>


     immediately  prior to such  damage.  Landlord  agrees to repair such damage
     within a  reasonable  period of time after  receipt  from Lessee of written
     notice of such damage,  subject to any delays caused by acts of God,  labor
     strikes or other events beyond Landlord's control. Unless caused by Lessee,
     its agents, employees or invitees,  Minimum Rent shall abate for the period
     of time in  excess of  thirty  (30)  days that  Lessee is unable to use the
     Premises.  Landlord shall not be liable for any  inconvenience or annoyance
     to Lessee or injury to the  business  of Lessee in any way from such damage
     or the repair thereof Lessee  acknowledges  notice that: (i) Landlord shall
     not obtain  insurance  of any kind on Lessee's  furniture  or  furnishings,
     equipment,  fixtures,  alterations,  improvements and additions; (ii) it is
     Lessee's  obligation  to obtain such  insurance  at Lessee's  sole cost and
     expense;  and (iii)  Landlord  shall not be  obligated to repair any damage
     thereto or replace the same.

          (b) If the Premises,  in the reasonable opinion of Landlord,  are: (i)
     rendered  substantially  untenantable  by  reason  of such  fire  or  other
     casualty;  or (ii) twenty  percent (20%) or more of the Premises is damaged
     by said fire or other casualty and less than six (6) months would remain in
     the Lease term or any renewal  thereof  upon  completion  of the repairs or
     reconstruction, Landlord shall have the right, to be exercised by notice in
     writing  delivered  to Lessee  within  thirty (30) days from and after said
     occurrence,  to elect not to  reconstruct  the Premises,  and in such event
     this Lease and the  tenancy  hereby  created  shall cease as of the date of
     said occurrence, the rent to be adjusted as of said date.

          (c) If  more  than  fifty  percent  (50%)  of the  Building  shall  be
     substantially  damaged by fire or other casualty,  regardless of whether or
     not the Premises were damaged by such  occurrence,  Landlord shall have the
     right,  to be  exercised by notice in writing  delivered  to Lessee  within
     thirty (30) days from and after said  occurrence,  to terminate this Lease,
     and in such event this Lease and the tenancy  hereby created shall cease as
     of the date of said  termination,  unless terminated as of the date of said
     occurrence  in  accordance  with  Paragraph  21 (b) hereof,  the rent to be
     adjusted as of the date of such termination.

          (d) If the  Premises  are  substantially  damaged in that  Landlord is
     unable to restore the  Premises  for  Lessee's  occupancy  within 180 days,
     Lessee  shall  have the  option,  to be  exercised  by  notice  in  writing
     delivered to Landlord  within  thirty (30) days after said  occurrence,  to
     elect to terminate this Lease, and in such event this Lease and the tenancy
     hereby created shall cease as of the date of said termination.

     22.  SUBORDINATION,  NON-DISTURBANCE AND ATTORNMENT:  This Lease is subject
and subordinate to any first  mortgages now or thereafter  affecting or covering
the Premises and all or any part


                                      -15-
<PAGE>


of the Building.  Notwithstanding the aforesaid  subordination,  in the event of
the  foreclosure of any such mortgage;  (a) this Lease shall not terminate;  and
(b) the peaceful  possession  of Lessee shall not be  disturbed,  provided  that
Lessee is not in default  under any of the terms and  conditions  of this Lease.
Lessee  agrees to attorn to and to recognize  the  mortgagee or the purchaser at
foreclosure sale as Lessee's landlord for the balance of the term of this Lease.
Lessee  hereby  agrees,  however,  that  such  mortgagee  or  the  purchaser  at
foreclosure  sale shall not be: (i) liable for any act or omission of  Landlord;
(ii)  subject to any  offsets  or  defenses  which  Lessee  might  have  against
Landlord;  (iii) bound by any rent or additional rent which Lessee may have paid
to Landlord for more than the current  month;  or (iv) bound by any amendment or
modification   of  this  Lease  made   without  its   consent.   The   aforesaid
subordination,    non-disturbance    and   attornment    provisions   shall   be
self-operative,  however,  Lessee agrees to promptly execute any other agreement
submitted by Landlord in confirmation or acknowledgment of same.

     23. CONDEMNATION:

          (a) If the whole of the  Premises  shall be  condemned or taken either
     permanently or temporarily  for any public or  quasi-public  use or purpose
     under any statute or by right of eminent  domain or by private  purchase in
     lieu thereof,  then, in that event,  the term of this Lease shall cease and
     terminate  from the date when  possession is taken  thereunder  pursuant to
     such  proceeding or purchase.  The rent shall be adjusted as of the time of
     such  termination  and any  rent  paid  for a  period  thereafter  shall be
     refunded.  In the event only a portion of the  Premises or a portion of the
     Building  containing  same shall be so taken (even  though the Premises may
     not have been  affected by the taking of some other portion of the Building
     containing same),  Landlord may elect to terminate this Lease from the date
     when possession is taken thereunder pursuant to such proceeding or purchase
     or  Landlord  may elect to repair  and  restore,  at its own  expense,  the
     portion not taken, and thereafter rent shall be reduced  proportionately to
     the portion of the Premises taken.

          (b) In the event of any total or partial taking of the Premises or the
     Building,  Landlord  shall be entitled  to receive the entire  award in any
     such  proceeding,  and Lessee hereby  assigns any and all right,  title and
     interest of Lessee now or hereafter  arising in or to any such award or any
     part  thereof  and  hereby  waives  all  rights  against  Landlord  and the
     condemning authority,  except that Lessee shall have the right to claim and
     prove in any such  proceeding and to receive any award which may be made to
     Lessee,  if any,  specifically  for damages for loss of good will,  movable
     trade fixtures, equipment and moving expenses.

          (c) To the  extent  that  the  provisions  (a) and (b)  conflict  with
     Florida law, Florida law will apply.


                                      -16-
<PAGE>


     24. ESTOPPEL  CERTIFICATE:  Lessee shall, at any time and from time to time
within ten (10) days after  written  request by Landlord,  deliver to Landlord a
statement in writing duly executed by Lessee, certifying: (i) that this Lease is
in full force and effect  without  modification  or amendment (or, if there have
been any  modifications  or  amendments,  that this  Lease is in full  force and
effect  as  modified  as  amended  and  setting  forth  the   modifications  and
amendments);  (ii) the dates to which annual basic  rental and  additional  rent
have been paid;  and (iii) that to the  knowledge of Lessee,  no default  exists
under this Lease or  specifying  each such  default;  it being the intention and
agreement of Landlord and Lessee that any such statement by Lessee may be relied
upon a  prospective  purchaser  or a  prospective  or current  mortgagee  of the
Building or by others in any matter affecting the Premises.

     25.  DEFAULT:  The  occurrence of any of the following  shall  constitute a
material default and breach of this Lease by Lessee:

          (a) A failure  by Lessee to pay,  when due,  any  installment  of rent
     hereunder or any such other sum herein  required to be paid by Lessee where
     such failure  continues for ten (10) days after written notice thereof from
     Landlord to Lessee;

          (b) A failure by Lessee to observe and perform any other provisions or
     covenants of this Lease to be observed or  performed by Lessee,  where such
     failure  continues for thirty (30) days after written  notice  thereof from
     Landlord to Lessee, provided, however, that if the nature of the default is
     such that the same cannot  reasonably  be cured within such thirty (30) day
     period,  commence such cure and thereafter diligently prosecute the same to
     completion;

          (c) The filing of a petition by or against Lessee for  adjudication as
     a bankrupt or insolvent or for its  reorganization  or for the  appointment
     pursuant to any locaL state or federal  bankruptcy or  insolvency  law of a
     receiver or trustee of Lessee's  property;  or an  assignment by Lessee for
     the  benefit of  creditors;  or the taking  possession  of the  property of
     Lessee by any local,  state or federal possession of the property of Lessee
     by  any  local,  state  or  federal   governmental  officer  or  agency  or
     court-appointed  official for the  dissolution  or liquidation of Lessee or
     for the operating, either temporarily or permanently, of Lessee's business,
     provided, however, that if any such action is commenced against Lessee, the
     same  shall not  constitute  a  default  if  Lessee  causes  the same to be
     dismissed within sixty (60) days after the filing of same,

     26. REMEDIES: Upon the occurrence of any such event of default as set forth
above,  Landlord  shall notify  Lessee in writing which shall include a specific
description of the default,  a reference to the specific  provision of the Lease
and


                                      -17-
<PAGE>


shall be provided a reasonable  time within which the Lessee can cure a default.
In the event Lessee falls to cure, Landlord may;

          (a)  Landlord  may cure for the account of Lessee any such  default of
     Lessee and immediately  recover as additional rent any  expenditures  made,
     including  reasonable  attorney's  fees and costs of suit and the amount of
     any obligations  incurred in connection  therewith,  plus interest at prime
     plus two percent (2%) per annum from the date of any such expenditure,

          (b) Subject to Landlord's obligation to mitigate its damages, Landlord
     may accelerate all rent and additional rent due for the balance of the term
     of this Lease and declare the same to be immediately due and payable;

          (c) Subject to  Landlord's  obligation  to mitigate  its  damages,  in
     determining  the amount of any future payment due to Landlord on account of
     increase  in  Operation  and  Maintenance  Costs,  Landlord  may make  such
     determination  based upon the amount of Operation and Maintenance Costs for
     the Premises  that are subject to this Lease for the full year  immediately
     prior to such default.  If the Premises had Operation and Maintenance Costs
     for less than one (1) full year prior to  default,  Landlord  may make such
     determination  based upon the average  monthly  Operation  and  Maintenance
     Costs for the less than one (1) year period;

          (d)  Landlord,  at its option,  may serve notice upon Lessee that this
     Lease and the then  unexpired term hereof shall cease and expire and become
     absolutely void on the date specified in such notice,  without any right on
     the  part of  Lessee  to save the  forfeiture  by  payment  of any sum and,
     thereupon  and at the  expiration  of the time limit of such  notice,  this
     Lease and the term hereof granted, as well as the fight, title and interest
     of Lessee  hereunder,  shall wholly cease and expire and become void in the
     same  manner  and with the same force and  effect  (except  as to  Lessee's
     liability)  as if the date  fixed  in such  notice  were  the  date  herein
     established  for  expiration  of the term of the Lease.  Thereupon,  Lessee
     shall immediately quit and surrender to Landlord the Premises, and Landlord
     may enter into and repossess the Premises by summary proceedings, detainer,
     ejectment  or  otherwise,  and remove all  occupants  thereof and  property
     therein,  at  Landlord's  option,   without  being  liable  to  indictment,
     prosecution or liability and obligations  under this Lease,  whether or not
     the Premises shall relet; except as otherwise provided by law;

          (e)  Landlord  may, at any time after the  occurrence  of any event of
     default,  re-enter and  repossess the Premises and any part thereof and any
     attempt in its own name, as agent for Lessee if the Lease not be terminated
     or on its own behalf if the Lease be  terminated,  to relet all or any part
     of such  Premises  for and upon  such  terms and to such  person,  firms or
     corporations  and for such  period  or  periods  as  Landlord,  in its sole
     discretion, shall


                                      -18-
<PAGE>


     determine,  including the term beyond the  termination  of this Lease;  and
     Landlord  shall not be required  to accept any lessee  offered by Lessee or
     observe any  instruction  given by Lessee about such  re-letting.  Landlord
     must use its best  efforts  to  mitigate  damages  in  connection  with any
     re-letting.  For the purpose of such  re-letting,  Landlord may decorate or
     make repairs,  changes,  alterations  or additions in or to the Premises to
     the extent deemed desirable or convenient by Landlord; and the cost of such
     decoration,  repairs, changes, alterations or additions shall be charged to
     and be  payable  by Lessee as  additional  rent  hereunder,  as well as any
     reasonable  brokerage  and legal fees  expended by  Landlord;  and any sums
     collected  by  Landlord  from any new lessee  obtained on account of Lessee
     shall be credited  against the balance of rent due  hereunder as aforesaid.
     Lessee  shall pay to Landlord  monthly on the days when the rent would have
     been payable under this Lease,  the amount due  hereunder,  less the amount
     obtained by Landlord from such new lessee;

          (f)  Landlord  shall have the right of  injunction,  in the event of a
     breach or threatened breach by Lessee of any of the agreements, conditions,
     covenants  or terms hereof to restrain the same and the fight to invoke any
     remedy  allowed  by law  or in  equity,  whether  or  not  other  remedies,
     indemnity or  reimbursements  are herein provided.  The fights and remedies
     given to  Landlord  in this Lease are  distinct,  separate  and  cumulative
     remedies and any one of them,  whether or not exercised by Landlord,  shall
     be deemed to be in exclusion of any of the others;

          (g) In an action by Landlord to collect  unpaid amounts owed by Lessee
     (whether  accelerated or otherwise) or any action brought against  Landlord
     by Lessee,  the  prevailing  party shall be entitled to receive  reasonable
     attorney's fees and costs.

     27.  REQUIREMENTS OF STRICT  PERFORMANCE:  Except as otherwise  provided by
law,  the failure or delay on the part of either party to enforce or exercise at
any time any of the provisions, fights or remedies in this Lease shall in no way
be construed to be a waiver thereof,  nor in any way affect the validity of this
Lease or any part hereof,  or the right of the party to thereafter  enforce each
and every such provision, right or remedy. No waiver of any breach of this Lease
shall be held to be a waiver of any other or subsequent  breach.  The receipt by
Landlord  of rent at a time when the rent is in default  under this Lease  shall
not be  construed  as a waiver of such  default.  The  receipt by  Landlord of a
lesser  amount  than the rent due  shall  not be  construed  to be other  than a
payment on account of the rent then due,  nor shall any  statement  of  Lessee's
check  or any  letter  accompanying  Lessee's  check be  deemed  an  accord  and
satisfaction,  and  Landlord  may  accept  such  payment  without  prejudice  to
Landlord's  fight to recover  the balance of the rent due or to pursue any other
remedies provided in this Lease. No act or thing done by Landlord


                                      -19-
<PAGE>


or Landlord's  agents or employees during the term of this Lease shall be deemed
an acceptance of a surrender of the Premises,  and no agreement to accept such a
surrender shall be valid unless in writing and signed by Landlord.

     28. SURRENDER OF PREMISES - HOLDING OVER:

          (a) Unless extended by renewal,  this Lease shall terminate and Lessee
     shall deliver up and  surrender  possession of the Premises on the last day
     of the term hereof and Lessee waives the fight to any notice of termination
     of this Lease. Lessee shall provide Landlord with its forwarding address;

          (b) Lessee  covenants that, upon the expiration or sooner  termination
     of this  Lease,  unless  extended  by  renewal,  it  shall  deliver  up and
     surrender  possession  of the  Premises  in the  same  condition  as of the
     commencement  of the Lease,  reasonable  wear and tear  excepted,  in which
     Lessee has agreed to keep the same during the continuance of this Lease and
     in accordance with the terms thereof,

          (c) Upon the failure of Lessee to surrender possession of the Premises
     upon the expiration or sooner termination of this Lease, unless extended by
     renewal,  Lessee shall pay to Landlord,  as liquidated  damages,  an amount
     equal to twice the rent and additional  rent required to be paid under this
     Lease as applied to any period in which Lessee  shall remain in  possession
     after the expiration or sooner termination of this Lease.

     29.  NOTICES:  All notices,  consents,  requests,  instructions,  approvals
and/or communications  provided herein shall be validly given, made or served if
in writing and delivered personally as proved by receipt signed by an authorized
representative  or receipt by an express mail company or delivery service signed
by an authorized representative or by registered or certified mail, proved by an
executed return receipt,  postage paid,  signed by an authorized  representative
addressed as follows:

          To Landlord:

                CAMBRIDGE MANAGEMENT ASSOCIATES
                840 N. Lenola Road - Unit I
                Moorestown, NJ 08057

          With a copy to:

                R. Scott Price, Esq.
                PRICE, PASSIDOMO & SIKET
                Gray Oaks Building 2640
                Golden Gate Parkway - Suite 315
                Naples, FL 33942


                                      -20-
<PAGE>


          To Lessee at:

                BE FIRST INTERNET CORPORATION
                12751 Westlinks Drive - Unit 3
                Ft. Myers, FL 33913

          With a copy to:

                Mr. Robert Brahms
                BE FIRST INTERNET CORPORATION
                121 W. 27th Street - Suite 903
                New York, NY 10001

     30.  WARRANTIES OF LESSEE AND AGENT:  Each party warrants to the other that
they dealt and negotiated solely and only with the other party for the Lease and
with no other broker,  firm, company or person except CB Richard Ellis and ReMax
Realty Group . Each party (for good and valuable  consideration) shall indemnify
and  hold the  other  harmless  from  and  against  any and all  claims,  suits,
proceedings,  damages,  obligations,  liabilities,  counsel fees, costs, losses,
expenses, orders and judgments imposed upon, incurred by or asserted against the
other  party by reason of the  falsity or error of its own  aforesaid  warranty.
Landlord shall be solely responsible for all commissions due to CB Richard Ellis
and ReMax Realty Group.

     31. FORCE MAJEURE: Landlord shall be excused for the period of any delay in
the  performance  of any  obligations  hereunder  when  prevented  from so doing
because of causes  beyond  Landlord's  control,  which  shall  include,  without
limitation,  all labor disputes,  inability to obtain any materials or services,
civil commotion or acts of God.

     32.  LANDLORD'S  OBLIGATIONS:  Landlord's  obligations  hereunder  shall be
binding upon Landlord only for a period of time that Landlord is in ownership of
the Premises and, upon termination of that ownership,  Lessee,  except as to any
obligations which have then matured,  shall look solely to Landlord's  successor
in interest in the Premises for the satisfaction of each and every obligation of
Landlord hereunder.

     33. LANDLORD'S LIABILITY:

          (a) Provided not caused by Landlord, its employees, agents or invitees
     or failure of Landlord to  diligently  proceed to correct  cause,  Landlord
     shall incur no  liability  to Lessee in the event that any utility  becomes
     unavailable from any source of supply or for any other reason;

          (b) Lessee waives any rights of claim  against  Landlord on account of
     any loss or damage to Lessee's  property,  the  Premises  or its  contents,
     including,  but not  limited to: (i) loss  caused by the  condition  of the
     Premises or Building, the


                                      -21-
<PAGE>


     condition or operation of or defects in any equipment, machinery or utility
     systems  located  therein or the act or  omission of any person or persons,
     except loss caused solely and directly by or due to the gross negligence or
     intentional  acts of Landlord,  its  authorized  employees or agents;  (il)
     theft, mysterious  disappearance or loss of any property of the Premises or
     Building;  and (ill) any  interference  or  disturbance  by third  parties,
     including, without limitation, other lessees;

          (c) Provided not caused by Landlord, its employees, agents or invitees
     or failure of Landlord to  diligently  proceed to correct  cause,  Landlord
     shall not be in default  hereunder  or liable for any  damages  directly or
     indirectly  resulting from, nor shall the rent herein reserved be abated by
     reason of (i) the installation, use or interruption of use of any equipment
     in connection with the furnishings of any of the foregoing  services;  (ii)
     failure to furnish or delay in furnishing any such  services;  or (iii) the
     limitation,   curtailment,  rationing  or  restriction  on  use  of  water,
     electricity,  gas or any other form of energy  serving the  Premises or the
     Building;

          (d) Provided not caused by Landlord, its employees, agents or invitees
     or failure of Landlord to  diligently  proceed to correct  cause,  Landlord
     shall not be  responsible  or liable to Lessee,  or to those  claiming  by,
     through or under Lessee,  for any loss or damage which may be occasioned by
     or through the acts or omissions of persons occupying any other part of the
     Building,  or for any loss or damage resulting to Lessee, or those claiming
     by, through or under Lessee,  or its or their property,  from the breaking,
     bursting, stoppage or leaking of electrical cable and wires, or water, gas,
     sewer or steam pipes. To the maximum extent permitted by law, Lessee agrees
     to use and  occupy the  Premises,  and to use such  other  portions  of the
     Building as Lessee is herein given the right to use, at Lessee's own risk.

     34.  SUCCESSORS:  The prospective  rights and obligations  provided in this
Lease  shall  inure  to  the  benefit  of  the  parties   hereto,   their  legal
representatives,  heirs,  successors  and assigns,  provided,  however,  that no
rights shall inure to the benefit of any successors of Lessee unless  Landlord's
written  consent for the transfer to such  successor  has first been obtained as
provided for in Paragraph 16 hereof

     35. GOVERNING LAWS: This Lease shall be construed, governed and enforced in
accordance with the laws of the State of Florida.

     36.  SEVERABILITY:  If any  provision  of this  Lease  shall  be held to be
invalid, void or unenforceable,  the remaining provisions hereof shall in no way
be affected or impaired and such remaining provisions shall remain in full force
and effect.

     37.  CAPTIONS:  Any headings  preceding the text of several  paragraphs and
subparagraphs hereof are inserted solely for the


                                      -22-
<PAGE>


convenience  of reference  and shall not  constitute  a part of this Lease,  nor
shall they affect its meaning, construction or effect.

     38.  GENDER:  As used in this  Lease,  the  word  "person"  shall  mean and
include,  where appropriate,  an individual,  corporation,  partnership or other
entity;  the plural shall be  substituted  for the singular and the singular for
the plural, where appropriate; and words of any gender shall mean to include any
other gender.

     39. EXECUTION: This Lease shall become effective when it has been signed by
a duly authorized officer or representative of each of the parties and delivered
to the other party.

     40.  EXHIBITS:  Attached to this Lease and made a part hereof are  Exhibits
"A", "B" and "C".

     41. ENTIRE AGREEMENT:  This Lease, including Exhibits and any Rider hereto,
contains all the  agreements,  conditions,  understanding,  representations  and
warranties  made between the parties  hereto with respect to the subject  matter
hereof  and  may  not be  modified  orally  or in any  manner  other  than by an
agreement  in  writing  signed by both  parties  hereto or their  respective  in
interest.

     42. CORPORATE AUTHORITY:

          (a) If Lessee is a corporation,  each individual  executing this Lease
     on behalf  of said  corporation  represents  and  warrants  that he is duly
     authorized to execute and deliver this Lease on behalf of said  corporation
     in accordance with the duly adopted resolution of the Board of Directors of
     said  corporation or in accordance with the by-laws of said corporation and
     that this Lease is binding upon said  corporation  in  accordance  with its
     items.

          (b) The individual  executing this Lease on behalf of this Partnership
     represents  and warrants that he is duly  authorized to execute and deliver
     this Lease on behalf of said Partnership in accordance with the Partnership
     Agreement  and  that  this  Lease  is  binding  upon  said  Partnership  in
     accordance with its items.

     43. RULES AND REGULATIONS:  Lessee and Lessee's  visitors shall comply with
the Rules and  Regulations,  with  respect to the Real  Property,  which are set
forth in Exhibit  "C"  annexed to this Lease and  expressly  made a part  hereof
Landlord shall have the right to make reasonable amendments thereto from time to
time for the safety, care and cleanliness of the Real Property, the preservation
of good order therein and the general  convenience of all the lessees and Lessee
shall comply with such  amended  Rules and  Regulations,  after twenty (20) days
written notice from Landlord.  All such amendments shall apply to all lessees in
the Building and will not materially interfere with the use and


                                      -23-
<PAGE>


enjoyment of the Premises by Lessee.  No amendment to the rules and  regulations
shall  contradict  or limit the fights  granted to the Lessee or reduce or waive
the Landlord's duties to the Lessee. The Lease terms will always take precedence
over any conflicting rules and regulations and amendments thereto.

     44. BUILDING AND COMMON AREA PROVISIONS:  Landlord  represents and warrants
that the Premises, Building and Common Area currently comply with all applicable
federal, state, county and other law and recorded covenants and restrictions and
Landlord has the duty to assure that the  Building  and Common Area  continue to
comply with all  applicable  federal,  state,  county and other law and recorded
covenants and restrictions, including the duty to comply with present and future
ADA requirements.

     45.  OPTION TO RENEW:  Provided  Lessee is not then in  default  hereunder,
Lessee has the option to renew this Lease for a further period of five (5) years
(hereinafter  referred to as "First  Option")  commencing on October 1, 2002 and
terminating  on September  30, 2007.  The minimum rent payable  during the first
year of such extended term shall be the total of a) $31,200.00 plus b) an amount
computed  by  multiplying  the  percentage  increase  of CPI as  provided by the
Southeast  Regional  Office of the Bureau of Labor  Statistics for All Items for
South All Urban Consumers for March 1, 1999 over the same index for February 28,
2001, times the sum of $31,200.00.  The aforesaid  percentage  increase shall be
determined by first  obtaining the  difference,  if any,  between the former and
latter  indices,  and then  dividing such  difference by the latter index.  Such
rental shall be payable in equal, consecutive monthly installments.  In no event
shall such minimum rent be less than $31,200.00. In the event the Consumer Price
Index is  discontinued,  it is agreed  that the index  taking its place shall be
used.  The Minimum Rent shall be adjusted  annually  after the first year of the
First Option by the CPI.

     The said  option may be  exercised  to extend the term  hereon one (1) time
only.  Except as expressly  provided in this Clause,  upon Lessee's  exercise of
this option,  all of the terms and  conditions  of this Lease shall apply during
the extended term.

     Lessee shall exercise this option by giving Landlord  written notice of its
intention to do so by certified mail, return receipt requested, on or before

     46. FIRST RIGHT OF REFUSAL FOR ADJACENT SPACE:  Provided that Lessee is not
in default of any of the terms of this Lease,  Lessee shall have the first right
of  refusal  to lease the  adjacent  space  known as Unit 2 or Unit 4.  Prior to
entering  into a Lease with a third party,  Landlord  will  provide  Lessee with
written  notice of its intent to lease the  adjacent  premises  and Lessee shall
have the option,  to be exercised within ten (10) days of receipt of notice from
Landlord,  to lease the premises according to the same terms and conditions.  In
the event that


                                      -24-
<PAGE>


Lessee does not exercise this option within the ten (10) day period,  this right
of refusal shall expire and Landlord shall be free to enter into an agreement to
lease the adjacent space to the third party.

     47. RIGHT OF SETOFF/LANDLORD  DEFAULT:  In the event that Landlord defaults
on its  obligations  to maintain  or make  repairs to the  Premises,  where such
default  continues after thirty (30) days written notice,  Lessee shall have the
right to proceed to correct,  repair or maintain  and shall deduct the cost from
the Minimum Rent due hereunder.

     48.  RIGHT TO  RELOCATE:  Provided  that  Lessee is not in  default of this
Lease,  Lessee shall have the night to terminate this Lease in the event that it
enters into a separate agreement to lease larger space in another building owned
by Landlord or its affiliates.  The new Lease must be for a minimum of three (3)
years.

     IN  WITNESS  WHEREOF,   the  parties  have  duly  executed  this  Lease  in
counterparts the day and year first above written.

WITNESS:                                    LANDLORD:

                                            /s/ John McGarvey
------------------------                    ---------------------------------
                                            John S. McGarvey,
                                            Managing Partner
                                            CAMBRIDGE MANAGEMENT ASSOCIATES

                                            Date:  7/6/99
                                                  ---------------------------

ATTEST:                                     LESSEE:


                                            /s/ Robert Brahms
------------------------                    ---------------------------------
                                            BE FIRST INTERNET CORP., Lessee
                                            By:  Robert Brahms
                                            Title: CEO

                                            Date:  6/30/99
                                                  ---------------------------


                                      -25-