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Florida-Fort Lauderdale-1415 Cypress Creek Road Lease - Fort Lauderdale Crown Center Inc. and Fusion Telecom International

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
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                                 LEASE AGREEMENT

                                     BETWEEN

                       FORT LAUDERDALE CROWN CENTER, INC.

                                    LANDLORD

                                       AND

                          FUSION TELECOM INTERNATIONAL

                                     TENANT

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I ...................................................................  1
      DESCRIPTION OF PROPERTY; TERM .........................................  1
            1.    Description of Property ...................................  1
            2.    Term ......................................................  1
            3.    Renewal Option ............................................  1
            4.    Expansion Option ..........................................  2

ARTICLE II ..................................................................  2
            1.    Base Rent; Late Charge; Sales Tax .........................  2
            2.    Rental Adjustment .........................................  2
            3.    Payment Without Notice or Demand ..........................  3
            4.    Place of Payment ..........................................  3

ARTICLE III .................................................................  3
      ADDITIONAL RENT .......................................................  3
            1.    Additional Rent ...........................................  3
            2.    Tenant's Proportionate Share ..............................  5
            3.    Operating Expenses All Inclusive ..........................  5

ARTICLE IV ..................................................................  5
      SECURITY/DAMAGE DEPOSIT ...............................................  5

ARTICLE V ...................................................................  6
      USE OF PREMISES .......................................................  6

ARTICLE VI ..................................................................  6
      PARKING ...............................................................  6

ARTICLE VII .................................................................  6
      PREPARATION OF THE PREMISES ...........................................  6
            1.    Leasehold Improvement .....................................  6
            2.    Acceptance of Premises ....................................  7
            3.    Access to Premises Prior to Commencement Date .............  7

ARTICLE VIII ................................................................  7
      LANDLORD AND TENANT OBLIGATIONS .......................................  7
            1.    Tenant's Obligations ......................................  7
            2.    Landlord's Obligations ....................................  8
            3.    Floor Loads; Noise and Vibration ..........................  8
            4.    Services ..................................................  8
            5.    Energy Conservation .......................................  8
            6.    Janitorial Services .......................................  8
            7.    Antenna, Telephone and Cable ..............................  9

ARTICLE IX ..................................................................  9
      LANDLORD'S AND TENANT'S PROPERTY ......................................  9
            1.    Landlord's Property .......................................  9
            2.    Tenant's Property .........................................  9
            3.    Removal of Tenant's Property ..............................  9
            4.    [Deliberately Omitted] ....................................  9

<PAGE>

                                                                            PAGE

ARTICLE X ................................................................... 10
      INSURANCE ............................................................. 10
            1.    Tenant's Insurance ........................................ 10
            2.    Destruction of the Premises or Building ................... 11

ARTICLE XI .................................................................. 11
      ALTERATIONS AND MECHANIC'S LIENS ...................................... 11
            1.    Alterations by Tenant ..................................... 11
            2.    Additional Alterations by Tenant .......................... 12
            3.    Mechanic's, Materialman's and Laborer's Liens ............. 13

ARTICLE XII ................................................................. 13
      ASSIGNMENT AND SUBLETTING ............................................. 13
            1.    Tenant's Transfer ......................................... 14
            2.    Tenant's Liability ........................................ 14
            3.    Landlord's Right of Cancellation .......................... 14
            4.    Landlord's Transfer ....................................... 14

ARTICLE XIII ................................................................ 14
      OBLIGATION TO COMPLY .................................................. 14
            1.    Obligations of Tenant ..................................... 14
            2.    Rules and Regulations ..................................... 15
            3.    Attorney's Fees ........................................... 15

ARTICLE XIV ................................................................. 15
      RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS ....................... 15
            1.    Payment or Performance .................................... 15
            2.    Reimbursement ............................................. 15

ARTICLE XV .................................................................. 16
      NON-LIABILITY AND INDEMNIFICATION ..................................... 16
            1.    Non-Liability of Landlord ................................. 16
            2.    Indemnification by Tenant ................................. 16
            3.    Independent Obligations; Force Majeure .................... 16

ARTICLE XVI ................................................................. 17
      DEFAULT ............................................................... 17
            1.    Events of Default ......................................... 17
            2.    Surrender of Premises ..................................... 17
            3.    Holdover .................................................. 17

ARTICLE XVII ................................................................ 17
      REMEDIES .............................................................. 17
            1.    Remedies .................................................. 17
                  A. Termination ............................................ 18
                  B. Right of Re-Let ........................................ 18
                  C. Acceleration ........................................... 18
                  D. Additional Charges ..................................... 18
                  E. Waiver of Notice ....................................... 18

ARTICLE XVIII ............................................................... 19
      EMINENT DOMAIN ........................................................ 19
            1.    Taking .................................................... 19
            2.    Award ..................................................... 19
            3.    Temporary Taking .......................................... 19
            4.    Partial Taking ............................................ 19

<PAGE>

                                                                            PAGE

ARTICLE XIX ................................................................. 19
      QUIET ENJOYMENT ....................................................... 19

ARTICLE XX .................................................................. 20
      SUBORDINATION AND ATTORNMENT .......................................... 20
            1.    Subordination ............................................. 20
            2.    Notice to Landlord and Superior Mortgage .................. 20
            3.    Attornment ................................................ 20

ARTICLE XXI ................................................................. 20
      LANDLORD'S RIGHT OF ACCESS ............................................ 20
            1.    Access for Maintenance and Repair ......................... 20
            2.    Access for Inspection and Showing ......................... 21
            3.    Landlord's Alterations and Improvements ................... 21

ARTICLE XXII ................................................................ 21
      SIGNS AND OBSTRUCTION.................................................. 21
            1.    Signs ..................................................... 21
            2.    Obstruction ............................................... 21

ARTICLE XXIII ............................................................... 21
      NOTICES ............................................................... 22
            1.    Notices ................................................... 22

ARTICLE XXIV ................................................................ 22
      MISCELLANEOUS ......................................................... 22
            1.    [Deliberately Omitted] .................................... 22
            2.    Environmental Indemnity ................................... 22
            3.    Radon Gas ................................................. 23
            4.    Broker Commission ......................................... 23
            5.    Financial Statements ...................................... 23
            6.    Estoppel Certificates ..................................... 23
            7.    No Recordation ............................................ 23
            8.    Governing Law ............................................. 23
            9.    No Partnership or Joint Venture ........................... 24
            10.   Capacity to Execute Lease ................................. 24
            11.   Exculpation of Landlord ................................... 24
            12.   Waiver of Trial by Jury ................................... 24
            13.   Time of Essence ........................................... 24
            14.   Entire Agreement .......................................... 24

<PAGE>

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT  (hereinafter  referred to as the "Lease") is made
and  entered  into as of the ____day of  September,  1999,  by and between  FORT
LAUDERDALE CROWN CENTER, INC., a Florida corporation (hereinafter referred to as
"Landlord") and FUSION TELECOM  INTERNATIONAL,  a Delaware (hereinafter referred
to as "Tenant").

W I T N E S S E T H:

         THAT LANDLORD,  in consideration  of the rents and agreements  promised
and  agreed by Tenant to be paid and  performed,  leases to  Tenant,  and Tenant
leases from Landlord,  the Premises  described herein,  subject to the following
terms.

ARTICLE I

DESCRIPTION OF PROPERTY; TERM

         1. DESCRIPTION OF PROPERTY. Landlord hereby leases to Tenant and Tenant
hereby  leases from  Landlord  the  following  space:  Suite 200  consisting  of
approximately  13,502 rentable square feet on the second (2nd) floor as shown on
EXHIBIT "A" and made a part of this Lease (the "Premises"),  in the building now
known as Crown  Center,  located at 1415 Cypress  Creek Road,  Fort  Lauderdale,
Florida 33309 (the  "Building"),  depicted on the site plan  attached  hereto as
EXHIBIT "B",  together with the right to use in common with other tenants of the
Building,  their invitees,  customers and employees, the lobby areas, stairways,
elevators, hallways, lavatories and all other common facilities contained in the
Building,  parking  areas and common areas of the building at 1425 Cypress Creek
Road, Fort Lauderdale,  Florida. All of the land and real property underlying or
adjacent to the Building,  with all  improvements,  including the Building,  and
used in connection  with the  operation of the Building  shall be referred to as
the  "Property".  For  purposes  of  determining  Operating  Expenses,  the term
"Building"  also  includes  1425 Cypress Creek Road,  Fort  Lauderdale,  Florida
33309.

         2. TERM.  Tenant  shall have and hold the  Premises for a term of seven
(7) years hereinafter referred to as the "Term" or "Lease Term"),  commencing on
the date that a certificate  of occupancy for the Premises is issued by the City
of Fort Lauderdale  ("Commencement Date"), and expiring on the day preceding the
seventh (7th) anniversary of the Commencement Date (the "Expiration  Date"). The
parties  hereto  agree that they will  execute upon the  Commencement  Date,  an
Estoppel  Certificate in substantially  the form attached hereto as EXHIBIT "C",
certifying  said dates.  Tenant's  failure or refusal to execute  said  Estoppel
Certificate shall constitute a default hereunder.

         For the purposes of this Lease, a "Lease Year" shall be defined as that
twelve  (12) month  period  commencing  on the  Commencement  Date or the annual
anniversary thereof, as may be applicable, and ending on the day before the next
succeeding anniversary of the Commencement Date; provided,  however, that if the
Commencement  Date is a day other than the first day of the calendar month, then
the first  Lease Year shall end on the last day of the  calendar  month in which
occurs the first anniversary of the Commencement  Date, and any subsequent Lease
Year shall be the twelve  (12) month  period  beginning  on the first day of the
immediately  succeeding calendar month; and provided further that the last Lease
Year shall end on the  Expiration  Date or sooner  termination  or expiration of
this  Lease,  regardless  of whether  the last Lease Year is a full  twelve (12)
month period. For the purpose of this Lease, a "Lease Month" shall be defined as
those successive calendar month periods beginning with the Commencement Date and
continuing through the Term or any extension of the Term of the Lease;

                                       1
<PAGE>

provided, however, if the Commencement Date is a day other than the first day of
the calendar month, then the first Lease Month shall include that period of time
from the  Commencement  Date up to the first day of the next calendar month, and
each  subsequent  Lease Month shall be a calendar month period  beginning on the
first day of such month.

         3. RENEWAL OPTION. Provided that the Tenant is not in default of any of
the  provisions of this Lease on the date that the Landlord  receives the notice
from the Tenant  described  below in this paragraph and is still in occupancy of
the Premises,  the Tenant shall have the option to extend the term of this Lease
for one five (5) year term upon all of the same  terms  and  conditions  in this
Lease,  provided  that Tenant  gives  notice in writing to the Landlord no later
than one hundred eighty (180) days prior to the  Expiration  Date that Tenant is
exercising  such option.  Upon  exercising  such option,  any references in this
Lease to the "Expiration  Date", shall thereafter mean the date which is the day
preceding the twelfth (12th) anniversary of the Commencement Date.

         4. EXPANSION OPTION. Provided that Tenant is not then in default of any
of the  provisions of this Lease and is still in occupancy of the Premises,  and
subject to the expansion  rights or rights of first refusal of existing  tenants
in effect on the Commencement Date, the Landlord shall offer first to the Tenant
the right to lease  adjacent  space to the  Premises on the second  floor of the
Building or space that  becomes  available on the first floor of the Building at
the then market lease rate for the Crown Center  complex.  Landlord shall notify
Tenant in writing when any adjacent space to the Premises on the second floor or
space on the first floor of the  Building  becomes  available,  and Tenant shall
have ten (10) days after receipt of the Landlord's  written notice to respond to
the  Landlord of Tenant's  intent to exercise its right to lease any such space.
If Tenant so notified  Landlord,  the  parties  shall enter into a new lease for
such  expansion  space within thirty (30) days of the Tenant's  receipt from the
Landlord of a proposed lease, or amend this Lease to include the expansion space
and other  applicable  rental terms within thirty (30) days of Tenant's  receipt
from  Landlord  of a  proposed  amendment.  If Tenant  fails to  respond  to the
Landlord within such ten (10) day period, or if a lease (or an amendment to this
Lease) is not entered into within such thirty (30) day period, then the Tenant's
first right of refusal shall expire with respect to such space.

         If Tenant does not  exercise its right to lease  adjacent  space to the
Premises on the second floor of the Building or space that becomes  available on
the first floor of the Building pursuant to the immediately preceding paragraph,
and Landlord  subsequently  offers to lease such space to another party at a net
effective  rent that is less than the net effective  rent  initially  offered to
Tenant,  Landlord  shall offer to Tenant a right of first  refusal to lease such
space at the same net  effective  rent as is being  offered to such other party.
Tenant shall have 72 hours after receipt of the  Landlord's  offer to respond to
the  Landlord  of Tenant's  intent to exercise  its right to lease such space at
such base rent. If Tenant so notifies  Landlord,  the parties shall enter into a
new lease for such  expansion  space  within  thirty  (30) days of the  Tenant's
receipt  from the Landlord of a proposed  lease,  or amend this Lease to include
the expansion space and other applicable rental terms within thirty (30) days of
Tenant's  receipt  from  Landlord of a proposed  amendment.  If Tenant  fails to
respond  to the  Landlord  within  such 72  hour  period,  or if a lease  (or an
amendment to this Lease) is not entered into within such thirty (30) day period,
then the Tenant's right of refusal shall expire with respect to such space.

                                   ARTICLE II

                                    BASE RENT

         1. BASE RENT; LATE CHARGE;  SALES TAX. Tenant agrees to pay Landlord as
rent for the first Lease Year sum of $162,024.00  (to wit: $12.00 prsf base rent
x  13,502  rsf)  (the  "Base  Rent"),  payable  in  twelve  (12)  equal  monthly
installments  of  $13,502.00 in advance on the first day of each and every month
during  the  first  year  of the  Lease  Term.  In  addition,  Tenant  shall  be
responsible for the payment of Additional Rent (hereinafter defined) as provided
in Article III below (the Base Rent and Additional Rent

                                       2
<PAGE>

shall  sometimes be  collectively  referred to as the "Rent").  In the event any
monthly  Rent  payment is not paid within five (5) days after it is due,  Tenant
agrees to pay a late  charge of five (5%)  percent of the amount of the  payment
due.  Tenant further agrees that the late charge imposed is fair and reasonable,
complies with all laws,  regulations and statutes,  and constitutes an agreement
between  Landlord  and  Tenant as to the  estimated  compensation  for costs and
administrative  expenses incurred by Landlord due to the late payment of Rent by
Tenant.  Tenant  further agrees that the late charge  assessed  pursuant to this
Lease is not interest, and the late charge assessed does not constitute a lender
or  borrower/creditor  relationship  between  Landlord  and  Tenant,  and may be
treated by Landlord as Additional Rent owed by Tenant.  Tenant shall also pay to
Landlord all sales,  use or other taxes  pertaining to the Rent,  which Landlord
agrees  shall be remitted by  Landlord to the Florida  Department  of Revenue or
other  appropriate  taxing  authority.  Upon  Tenant's  execution of this Lease,
Tenant  shall  pre-pay  the  first  month's  gross  rent (to wit:  $18,784.66  =
$13,502.00  Base Rent +  $4,219.38  Additional  Rent +  $1,063.28  sales tax) to
Landlord.

         2.  RENTAL  ADJUSTMENT.  Commencing  with the first month of the second
Lease Year and each Lease Year  thereafter  during the Term of this  Lease,  the
annual Base Rental  shall be  increased  by four percent (4%) per annum over the
annual Base Rental for the previous lease year.

         3. PAYMENT WITHOUT NOTICE OR DEMAND.  The Rent called for in this Lease
shall be paid to Landlord without notice (except notices  expressly  required in
this Lease) or demand, and without counterclaim,  offset, deduction,  abatement,
suspension,  deferment, diminution or reduction. Tenant hereby waives all rights
now or hereafter  conferred  to any offset,  deduction,  abatement,  suspension,
deferment,  diminution  or  reduction  of  the  Rent  on  account  of  any  such
circumstances or occurrence.

         4. PLACE OF  PAYMENT.  All  payments  of Rent shall be made and paid by
Tenant to Landlord at its offices at 1475 Cypress Creek Road,  Fort  Lauderdale,
Florida,  33309,  or at such  other  place as  Landlord  may  from  time to time
designate  in  writing to  Tenant.  All Rent  shall be payable in United  States
currency. Any extension, indulgence or waiver permitted by Landlord in the time,
manner or mode of payment of Rent, upon any one (1) or more occasions, shall not
be  construed  as a  continuing  extension,  indulgence  or waiver and shall not
preclude Landlord from demanding strict compliance herewith.

                                   ARTICLE III

                                 ADDITIONAL RENT

         1. ADDITIONAL  RENT. In addition to the Base Rent,  Tenant shall pay as
additional  rent  (hereinafter   referred  to  as  "Additional  Rent")  Tenant's
Proportionate Share (hereinafter defined) of the Operating Expenses (hereinafter
defined) of the Building and the Property  which are  attributable  to the Lease
Term. Additional Rent shall be paid to Landlord in accordance with the following
provisions:

                  A. Landlord  shall furnish to Tenant prior to thirty (30) days
after the beginning of each calendar  year,  including the first  calendar year,
Landlord's  estimate of Operating  Expenses for the upcoming year. The Operating
Expenses  shall be determined as though the Building were occupied at the actual
occupancy rate or at an occupancy rate of ninety-five  (95%) percent,  whichever
is higher. Tenant shall pay to Landlord, on the first day of each month starting
with the  Commencement  Date, as Additional Rent, an amount equal to one-twelfth
(1/12th) of Tenant's Proportionate Share of Landlord's estimate of the Operating
Expenses for the then  applicable  calendar year. If there shall be any increase
or decrease in the Operating Expenses for any year, whether during or after such
year,  Landlord  shall  furnish to Tenant a revised  estimate and the  Operating
Expenses  shall be  adjusted  and  paid or  refunded,  as the  case may be.  For
purposes of  determining  Tenant's  Proportionate  Share of Operating  Expenses,
annual increases in Operating Expenses (excluding increases in real estate taxes
and  insurance  premiums  shall not exceed five  percent  (5%) of the  Operating
Expenses  (excluding real estate taxes and insurance premiums) for the preceding
calendar year. If a calendar year ends after the expiration or

                                       3
<PAGE>

termination  of this Lease,  the  Additional  Rent  payable  hereunder  shall be
prorated to correspond to that portion of the calendar year occurring within the
Term of this Lease.

                  B.  Within  120  days  after  the end of each  calendar  year,
Landlord  shall  furnish to Tenant a  statement  showing a summary of the actual
Operating Expenses incurred for the preceding calendar year. Tenant shall either
receive a refund (in the manner set out below) or be assessed an additional  sum
based upon the difference  between  Tenant's  Proportionate  Share of the actual
Operating  Expenses (limited as provided in subsection A immediately  above) and
the  Additional  Rent  payments  made by Tenant on  account  of said  year.  Any
additional  sum owed by Tenant to Landlord shall be paid within thirty (30) days
of receipt  of  assessment.  Any  refund  owed by  Landlord  to Tenant  shall be
credited  toward the next month's rental payment or, if such refund is due after
the  Expiration  Date,  such amount shall be refunded  directly to Tenant within
thirty  (30)  days of the date  such  refund  becomes  due.  Each  statement  of
Operating Expenses given by Landlord shall be conclusive and binding upon Tenant
unless,  within 30 days after  Tenant's  receipt  thereof,  Tenant  shall notify
Landlord  that it  disputes  the  accuracy  of said  statement  and  describe in
reasonable  detail  what  Operating  Expenses  are being  disputed.  Failure  of
Landlord to submit the written statement  referred to herein shall not waive any
rights of  Landlord or Tenant nor excuse  Tenant's  obligation  to pay  Tenant's
Proportionate  Share of the difference in actual Operating Expenses hereunder at
the time said statement is actually delivered to Tenant nor excuse Landlord from
giving any refund due, as the case may be.

                  C. "Operating  Expenses"  shall mean expenses  relating to the
operation and  maintenance  of the Building and the Property,  and all amenities
and appurtenances relating thereto as further defined by the Building Owners and
Managers  Association  (hereinafter  referred to as "BOMA"),  and shall include,
without limitation, the following:

                           (i) wages and salaries of all persons below the grade
                  of building  manager  engaged in the maintenance and operation
                  of the Building and Property;

                           (ii) social  security taxes and all other taxes which
                  may be levied against  Landlord for persons below the grade of
                  building  manager  engaged in the maintenance and operation of
                  the Building and Property;

                           (iii)  medical and general  benefits for all Building
                  employees,  pension  payments  and other  fringe  benefits for
                  persons  below the grade of  building  manager  engaged in the
                  maintenance and operation of the Building and Property;

                           (iv) administrative expenses and charges;

                           (v) all insurance premiums;

                           (vi) stand-by  sprinkler  charges,  water charges and
                  sewer charges;

                           (vii)  electricity  and  fuel  used  in the  heating,
                  ventilation,   air-conditioning,   lighting   and  all   other
                  operations of the common areas of the Building and Property;

                           (viii) trash removal and recycling expenses;

                           (ix) painting of all common areas in the Building and
                  Property,  including  painting,  striping and the provision of
                  signage  on  all  pavement,  curbs,  walkways,  driveways  and
                  parking areas in the Building and upon the Property;

                           (x) window cleaning,  janitorial services and related
                  equipment and supplies;

                                       4
<PAGE>

                           (xi) management fees incurred in the operation of the
                  Building  and  Property not to exceed five percent (5%) of the
                  gross rent collected for the Crown Center building complex;

                           (xii)   cleaning,   maintenance  and  repair  of  the
                  Building and Property;

                           (xiii) maintenance and service contracts;

                           (xiv) tools, equipment and supplies necessary for the
                  performance of repairs and maintenance (which are not required
                  to be capitalized for federal income tax purposes);

                           (xv)   maintenance  and  repair  of  all  mechanical,
                  electrical and intrabuilding  network cabling equipment in the
                  Building or upon the Property;

                           (xvi) cleaning,  maintenance and repair of elevators,
                  restrooms,  lobbies,  hallways  and other  common areas of the
                  Building;

                           (xvii) cleaning,  maintenance and repair of pavement,
                  curbs, walkways, lighting facilities,  landscaping, driveways,
                  parking  areas and  drainage  areas upon and  adjacent  to the
                  Property and the Building;

                           (xviii) personal property taxes;

                           (xix) real estate taxes assessed against the Building
                  and the Property.  The term "real estate taxes: shall mean any
                  tax or assessment  levied,  assessed or imposed at any time by
                  any governmental authority upon or against the Building or the
                  Property or any part thereof, any tax or assessment levied, or
                  any  franchise,  income,  profit or other tax or  governmental
                  imposition  levied,   assessed  or  imposed  against  or  upon
                  Landlord  in  substitution  in whole or in part for any tax or
                  assessment  against or upon the  Building  and the Property or
                  any part thereof;

                           (xx)  assessments  for  public  improvements  imposed
                  against the Building and the Property;

                           (xxi) all other  costs and  expenses  which  would be
                  considered as an expense of cleaning,  maintaining,  operating
                  or repairing  the Building and  Property,  including,  without
                  limitation,   any  expense   associated  with   administering,
                  managing and  providing a government  mandated  transportation
                  demand management program;

                           (xxii) all amounts  reasonably  collected and held by
                  Landlord  with  respect to reserve  accounts  for those  items
                  which Landlord has designated,  which shall include  painting,
                  refurbishing,  re-carpeting,  redecorating  or landscaping any
                  portion of the  Building and the  Property  and/or  common and
                  public areas of the Building exclusive of any work done in any
                  Tenant's space,  and which shall include (a) roof  maintenance
                  or  replacement;  (b)  repainting  of the  Building;  and  (c)
                  maintenance of the parking lot and garage;

                           (xxiii)  a  reasonable  amortization  cost due to any
                  capital  expenditures  incurred  to reduce or limit  operating
                  expenses of the Property and Building;

                           (xxiv) the  amortized  portion of any cost or expense
                  for  any  capital   expenditure   which  may  be  required  by
                  government authority for any reason, including, without

                                       5
<PAGE>

                  limitation, compliance with laws referred to herein, or  which
                  may be required by Landlord's insurance carrier;

                           (xxv)  a  reasonable  amortization  cost  due  to any
                  capital  expenditures  incurred to provide electronic security
                  for the Building.

         The  estimated  Operating  Expenses  for 1999 are  currently  $3.75 per
rentable  square  foot,  plus  applicable  sales  tax and use  taxes,  provided,
however,  Landlord and Tenant  acknowledge that this is only an estimate and the
actual  Operating  Expenses may vary.  Tenant  acknowledges  that the  estimated
Operating  Expenses are inclusive of janitorial  service during normal  business
hours. Tenant also acknowledges that electricity is separately metered and shall
be separately paid by Tenant.

         2. TENANT'S PROPORTIONATE SHARE. "Tenant's  Proportionate Share" shall,
at any given time, be defined as that  fraction  having as a numerator the total
rentable  square  footage  (13,502 sq. ft.) leased  hereunder at said time,  and
having as a  denominator  the total  rentable  square  footage  of the  Building
(140,183  sq. ft.) as  determined  by  Landlord  using the  standard  for square
footage calculation at said time (to wit:  13,502/140,183 = 10.38%). The amounts
to be included in Tenant's  Proportionate Share as described shall be based upon
the actual cost per  rentable  square  foot paid by Landlord  for those items of
expense.  Operating Expenses shall not include leasing  commissions and expenses
for Tenant improvements, incurred for other Building tenants.

         3.  OPERATING  EXPENSES  ALL  INCLUSIVE.  The  examples  set  forth  in
Subparagraph C, above are not intended to limit the operating expenses for which
Tenant is  responsible,  it being the intention of the parties for Tenant to pay
Tenant's  Proportionate  Share of all  expenses of  Landlord  in the  operation,
maintenance, cleaning and repair of the Building and the Property.

                                   ARTICLE IV

                             SECURITY/DAMAGE DEPOSIT

         SECURITY/DAMAGE  DEPOSIT.  Simultaneously  with the  execution  of this
Lease,  Tenant  shall (i) pay a sum  equal to two (2)  months'  gross  rent (not
including  sales tax) (to wit:  $35,442.76);  and (ii) provide  Landlord  with a
$250,000.00  letter of credit  issued by a financial  institution  and in a form
acceptable  to  Landlord,  both to be  held  by  Landlord  as  security  for the
performance by Tenant of all of the terms,  covenants and conditions  hereof and
the payment of Rent or any other sum due  Landlord  hereunder.  It is  expressly
understood  that such deposit shall not be considered an advance payment of Rent
or a measure of Landlord's  damages in the event of default by Tenant.  Landlord
shall have the right to apply all or any part of the  security  deposit  against
any costs or expenses  incurred or to be incurred by Landlord as a result of any
damage, injury, expense or liability caused by Tenant's default,  including, but
not  limited to: (a)  unreasonable  wear and tear of the  Premises;  (b) loss or
damage to the  Premises  or other  property  of the  Landlord  caused by Tenant,
Tenant's officers, employees, agents, invitees, or licenses, reasonable wear and
tear  excepted;  (c) the cost of restoring the Premises,  except for  reasonable
wear  and  tear,  to the  same  condition  it was in at the  time  Tenant  began
occupancy  thereof;  (d) Rent or Additional  Rent payments  which remain due and
owing  beyond any  applicable  grace  period.  Landlord  shall not be limited in
pursuing  Landlord's remedies against Tenant for costs, losses or damages to the
Premises  or to any other  property of  Landlord  for any such costs,  losses or
damages which are in excess of the above described security deposit.  Such money
shall bear no interest and may be  commingled  with other  security  deposits or
funds of Landlord.  Tenant shall promptly replenish any security deposit used by
Landlord for any of the items set forth in this Article IV. Tenant's  failure to
do so shall be deemed a default  under this Lease.  Provided  that Tenant is not
then in default  under any  provision  of this  Lease,  Tenant has the option of
replacing the letter of credit with a substitute  letter of credit,  issued by a
financial institution reasonably acceptable to Landlord and in a form comparable
to the original letter of credit provided hereunder, in the following amounts at
the times indicated:  (i) $150,000.00 at the end of the fourth (4th) lease year;
(ii)  $100,000.00 at the end of the fifth (5th) lease year; and (iii) $50,000.00
at the end of the sixth (6th) lease year.

                                       6
<PAGE>

                                    ARTICLE V

                                 USE OF PREMISES

         Tenant shall use the Premises for general business and office purposes,
and for no  other  purpose  without  first  obtaining  the  written  consent  of
Landlord,  such consent not to be unreasonably withheld or delayed.  Tenant will
not use or permit the use of the  Premises or any part  thereof for any unlawful
purpose,  or in violation of any ordinances,  laws,  rules or regulations of any
governmental  body or the rules and regulations  attached hereto as EXHIBIT "D".
Tenant shall not do or permit any act which would constitute a public or private
nuisance or waste or which would be a nuisance or  annoyance  or cause damage to
Landlord or Landlord's  other tenants or which would  invalidate any policies of
insurance  or increase  the premiums  thereof,  now or hereafter  written on the
Building and/or Premises.

                                   ARTICLE VI

                                     PARKING

         There shall be available at the Building up to four (4) parking  spaces
for each 1000 square feet of rentable  square feet contained in the Premises (to
wit: fifty four (54)  nonreserved  spaces),  for the nonexclusive use of Tenant,
free of  charge.  Five (5) of these  fifty  four  (54)  parking  spaces  will be
designated  reserved  for Tenant  and  located  in close  proximity  to the west
entrance of the Premises.

                                   ARTICLE VII

                           PREPARATION OF THE PREMISES

         1.  LEASEHOLD  IMPROVEMENT.  Landlord  shall  build  out the  leasehold
improvements  for the Premises in accordance  with the plans and  specifications
approved by Tenant and described on EXHIBIT "E" attached hereto.  Landlord shall
pay  the  cost  of  the  leasehold  improvements  set  forth  in the  plans  and
specifications   described  on  Exhibit  "E:  attached  hereto,   including  any
architectural and engineering services related to the leasehold improvements and
any construction management fees. Any costs associated with Tenant change orders
shall  be the  responsibility  of  Tenant  and  shall be paid by  Tenant  to the
Landlord at the time of such change orders.  The Premises shall be in compliance
with applicable laws and regulations  under the Americans with  Disabilities Act
of 1990, as amended upon delivery to Tenant.

         The leasehold improvements shall be deemed "substantially completed" on
the date due Landlord  delivers to Tenant a copy of the certificate of occupancy
issued by the City of Fort Lauderdale for the Premises. "Substantial completion"
of the leasehold  improvements shall occur within sixty (60) days of the date of
the  issuance  of a  building  permit  by the  City of Fort  Lauderdale  for the
construction of the leasehold improvements, which sixty (60) day period shall be
extended  (i) in the event  Tenant  requests a change  order which causes or may
cause the  construction of the leasehold  improvements to take longer than would
be expected if such change order had not been given, or (ii) in the event that a
force majeure (as more fully  described in Article XV,  Section 3 below) occurs.
In either such case, the date of completion of the leasehold  improvements shall
be extended  the  appropriate  number of days for the delay caused by the Tenant
change order or the force majeure event.

                                       7
<PAGE>

         Other than the foregoing, Landlord shall have no other responsibilities
to improve the Premises unless specifically set out elsewhere in this Lease.

         2.  ACCEPTANCE  OF  PREMISES.   Tenant  acknowledges  that,  except  as
otherwise  expressly  provided  in  this  Lease,   Landlord  has  not  made  any
representations  or warranties with respect to the condition of the Premises and
neither  Landlord  nor any  assignee of Landlord  shall be liable for any latent
defect  therein if Landlord has  corrected  such latent  defect or has commenced
correcting  such latent  defect and is diligently  pursuing  such  correction to
completion.  The  taking  of  possession  of the  Premises  by  Tenant  shall be
conclusive evidence that the Premises were in good and satisfactory condition at
the time such possession was taken. If Landlord shall give Tenant  permission to
enter into  possession  of the Premises  prior to the  Commencement  Date,  such
possession  or  occupancy  shall be deemed to be upon all the terms,  covenants,
conditions, and provisions of this Lease.

         3.  ACCESS TO  PREMISES  PRIOR TO  COMMENCEMENT  DATE.  Landlord  gives
Tenant, its agents, contractors and architects, permission to enter the Premises
prior to the  Commencement  Date for the purpose of preparing and completing the
Premises for Tenant's occupancy,  provided, however, that any work to be done by
the Tenant and/or Tenant's contractors (i) shall have received the prior written
approval of  Landlord,  which  approval  shall not be  unreasonably  withheld or
delayed,  and (ii)  shall be  performed  in full  accordance  with the terms and
conditions of a building permit  therefore issued by the City of Fort Lauderdale
for  such  work and all  applicable  municipal  or  regulatory  building  rules,
regulations and ordinances,  and (iii) shall be scheduled so as not to interface
with or hinder the build out of the leasehold  improvements.  The right of entry
granted  to  Tenant in this  paragraph  shall  include  access to and use of the
elevator and stairs leading to the Premises,  parking at the Building and use of
the electrical  systems  servicing the Premises without charge during the normal
operating  hours of the Building.  Prior to beginning any such work,  Tenant and
Tenant's contractors shall provide to Landlord certificates to evidence that the
Tenant and the Tenant's  contractor has obtained and will be maintaining  during
such work  insurance  in such  amounts  and  containing  such  coverages  as the
Landlord shall request, including, without limitation,  builder's risk, worker's
compensation and general liability. All such insurance shall name Landlord as an
additional insured.

                                  ARTICLE VIII

                         LANDLORD AND TENANT OBLIGATIONS

         1. TENANT'S  OBLIGATIONS.  At Landlord's sole and exclusive discretion,
Landlord may perform, at Tenant's expense throughout the Lease Term, any repairs
to the fixtures and  appurtenances  within the Premises and Tenant's property if
Tenant has failed to make such repairs and such failure  continues  for a period
of ten (10) days after written notice thereof. Said expenses shall be reasonable
and are above and beyond the Operating Expenses. Tenant shall be responsible for
all repairs,  the need for which arises out of: (a) the performance or existence
of Tenant's  Work or  alterations;(b)  the  installation,  use or  operation  of
Tenant's property in the Premises; (c) the moving of Tenant's property in or out
of the Building;  (d) the act,  omission,  misuse or neglect of Tenant or any of
its officers,  employees,  agents, contractors or invitees. Tenant shall also be
responsible  for the  replacement of all scratched,  damaged or broken doors and
glass in and about the Premises, the maintenance and replacement of window, wall
and floor  coverings in the Premises,  and for the repair and maintenance of all
sanitary and electrical fixtures therein. All such repairs shall be performed at
such  times  and in such a  manner  as  shall  minimize  interference  with  the
operation of the Building and the use of the Building by other occupants.

         2.  LANDLORD'S  OBLIGATIONS.  Landlord  shall be  obligated to keep and
maintain, as part of the services covered by the Operating Expenses,  the common
areas of the Building,  and the systems and  facilities  serving the Premises in
good working order and shall make all repairs as and when needed in or about the
common areas, except for those repairs for which Tenant is responsible  pursuant
to any of the  provisions  of this  Lease.  Tenant  waives  all  claims  against
Landlord for damage to person or property  arising for any reason  except due to
Landlord's gross negligence or willful misconduct. Landlord shall not

                                       8
<PAGE>

be liable for any damage to Tenant's  property caused by (a) water from bursting
or leaking pipes or waste-water  about the Property;  (b) from an intentional or
negligent  act of any other tenant or occupant of the Building or the  Property;
(c) fire,  hurricane or other acts of God; (d) riots or vandals; or (e) from any
other cause except due to Landlord's gross negligence or willful misconduct; all
such risks shall be assumed by Tenant. Landlord shall not be required to furnish
any  services or  facilities  to, or to make any repairs to or  replacements  or
alterations of the Premises where  necessitated due to the fault of Tenant,  its
officers,  agents,  invitees and employees, or other tenants and their agents or
employees. Additionally, Tenant waives any and all claims of any kind, nature or
description against Landlord arising out of the failure of Landlord from time to
time  to  furnish  any of  the  services  requested  to be  furnished  hereunder
including,  without limitation,  air conditioning,  heat, electricity,  elevator
service, and restroom facilities, except to the extent such failure was actually
caused by the gross negligence or willful misconduct of Landlord.

         3. FLOOR LOADS; NOISE AND VIBRATION. Tenant shall not place a load upon
any floor of the Premises  which  exceeds the load per square  foot,  which such
floor was  designed to carry or which is allowed by law.  Business  machines and
mechanical   equipment  belonging  to  Tenant  which  cause  noise,   electrical
interference  or  vibration  that may be  transmitted  to the  structure  of the
Building or to the Premises to such a degree as to be  objectionable to Landlord
shall,  at Tenant's  expense,  be placed and maintained by Tenant in settings of
cork, rubber or spring-type vibration  eliminators  sufficient to eliminate such
noise, electrical interference or vibration.

         4.  SERVICES.   Landlord  shall  furnish  to  the  Premises  reasonable
quantities of heat,  ventilation,  and air  conditioning at all times during the
Term of this Lease from 7:00 a.m. to 6:00 p.m.  on  weekdays,  and on  Saturdays
from 7:00 a.m.  to 12:00  p.m.  On  Sundays  and days  observed  by the  Federal
Government  or the State of  Florida as legal  holidays,  and such other days as
shall be designated by them as holidays, such service to the common areas of the
Building  shall not be provided by Landlord.  Landlord  shall  furnish  elevator
service and water to the Premises 24 hours a day, seven days a week.

         Tenant shall not, without Landlord's prior written consent, which shall
not be unreasonably withheld or delayed, in each instance, connect any fixtures,
appliances or equipment  (other than computers,  printers,  UPS systems,  lamps,
typewriters  and similar  small office  machines) to the  Building's  electrical
system.  Should  Landlord  grant such consent,  all  additional  risers or other
equipment  required  shall be provided by Landlord and the cost thereof shall be
paid by Tenant within 10 days after being billed therefore.

         In order to insure that capacity is not exceeded and to avert  possible
adverse  effects  upon the  Building's  electrical  service,  Tenant  shall not,
without the Landlord's prior written consent (not to be unreasonably withheld or
delayed) in each  instance,  connect  appliances  or equipment to the  Building,
electric  distribution  system,  telephone  system  or make  any  alteration  or
addition  to  the  electric  system  of the  Demised  Premises  existing  on the
Commencement Date.  Tenant's electrical usage under this Lease contemplates only
the use of normal and  customary  office  equipment  for the conduct of Tenant's
business, such as typewriters, calculators, personal computers, adding machines,
telephone  equipment,  copiers  during  Business Hours for Business Days. In the
event Tenant  installs any office  equipment which uses  substantial  additional
amounts of electricity, then Tenant shall request Landlord's consent which shall
not be unreasonably withheld.  Should Landlord grant his consent, all additional
risers or other equipment  required  therefore shall be provided by Landlord and
its cost thereof shall be paid by Tenant upon Landlord's demand.

         5. ENERGY CONSERVATION.  Tenant shall take affirmative action to ensure
that it will  utilize  energy-efficient  equipment  in the  Premises,  and shall
notify  Landlord  of  said  specific  affirmative  action,  including  equipment
specifications, in writing at Landlord's request from time to time.

                                       9
<PAGE>

         6. JANITORIAL  SERVICES.  Landlord shall cause the Premises,  including
the  exterior  and  interior of the windows  thereof,  to be cleaned in a manner
standard to the Building. Tenant shall pay to Landlord on demand, the additional
cost of janitorial services incurred by Landlord for: (a) extra cleaning work in
the Premises  required because of (i) misuse or neglect on the part of Tenant or
subtenants  or its  employees  or  visitors;  (ii)  the use of  portions  of the
Premises for purposes  requiring  greater or more  difficult  cleaning work than
normal office areas;  (iii)  interior  glass  partitions or unusual  quantity of
interior glass surfaces,  and (iv) non-building  standard  materials or finishes
installed  by Tenant or at its  request;  (b) removal  from the Premises and the
Building  of any  refuse  and  rubbish  of Tenant  in excess of that  ordinarily
accumulated  in business  office  occupancy  or at times  other than  Landlord's
standard  cleaning  times;  and (c) the use of the Premises by Tenant other than
during business hours on business days if extra janitorial services are required
or requested by Tenant.

         7. ANTENNA, TELEPHONE AND CABLE. Tenant shall be solely responsible for
all telephone,  television,  cable and other communication  expenses incurred in
connection with Tenant's use of the Premises.

                                   ARTICLE IX

                        LANDLORD'S AND TENANT'S PROPERTY

         1.  LANDLORD'S  PROPERTY.  All fixtures,  equipment,  improvements  and
appurtenances  attached to or built into the Premises at the commencement of, or
during the Term of this Lease,  including  carpeting or other  similar  personal
property,  whether or not by or at the expense of Tenant,  shall be and remain a
part of the Premises  and shall be deemed the  property of Landlord  (Landlord's
Property") and shall not be removed by Tenant except as set forth herein.

         2. TENANT'S  PROPERTY.  All business and trade fixtures,  machinery and
equipment,  communications  equipment  and  office  equipment,  whether  or  not
attached to or built into the  Premises,  which are installed in the Premises by
or for the  account  of Tenant  without  expense  to  Landlord  and which can be
removed  without  permanent  damage to any  fixture  or Tenant  Improvement  nor
structural  damage to the Building,  and all  furniture,  furnishings  and other
articles  of  moveable  personal  property  owned by Tenant  and  located in the
Premises (hereinafter  collectively referred to as "Tenant's Property") shall be
and shall remain the property of Tenant and may be removed by Tenant at any time
during the Term of this  Lease.  In the event  Tenant's  Property is so removed,
Tenant shall  repair or pay the cost of repairing  any damage to the Premises or
to the Building  resulting  from the  installation  and/or  removal  thereof and
restore the Premises to the same  physical  condition and layout as they existed
at the time Tenant was given  possession of the  Premises,  normal wear and tear
excepted.  Any equipment or other property for which Landlord shall have granted
any allowance or credit to Tenant shall not be deemed to have been  installed by
or for  the  account  of  Tenant  without  expense  to  Landlord,  shall  not be
considered Tenant's Property and shall be deemed the property of Landlord.

         3. REMOVAL OF TENANT'S  PROPERTY.  At or before the Expiration  Date of
this Lease, or the earlier  termination  hereof,  Tenant, at its expense,  shall
remove from the Premises all of Tenant's  Property (except such items thereof as
Landlord shall have expressly  permitted to remain,  which property shall become
the property of Landlord), and Tenant shall repair any damage to the Premises or
the  Building  resulting  from  any  installation  and/or  removal  of  Tenant's
Property,  and shall  restore the Premises to the same  physical  condition  and
layout as they existed at the time Tenant was given  possession of the Premises,
reasonable  wear and tear excepted.  Any other items of Tenant's  Property which
shall remain in the Premises  after the  Expiration  Date of this Lease,  or the
earlier termination thereof,  may, at the option of Landlord,  be deemed to have
been  abandoned,  and in such case,  such items may be retained by, or otherwise
disposed  of by  Landlord.  Landlord  may  request  Tenant to remove  and pay to
Landlord  the cost of  repairing  any  damage to the  Premises  or the  Building
resulting from any installation and/or removal of Tenant's Property and the cost
of restoring  the  Premises to the same  physical  condition  and layout as they
existed at the time Tenant was given possession of the Premises, reasonable wear
and tear excepted.

                                       10
<PAGE>

         4.       [DELIBERATELY OMITTED]

                                    ARTICLE X

                                    INSURANCE

         1.       TENANT'S INSURANCE.

                  A.  Tenant  shall,  during  the Term of this  Lease,  maintain
insurance  against  public  liability,  including  that from personal  injury or
property damage in or about the Premises  resulting from the occupation,  use or
operation of the Premises,  insuring  both Landlord and Tenant,  in an amount of
not less than One Million  Dollars  ($1,000,000)  Combined Single Limit for both
bodily injury and property damage.

                  B. Tenant shall  maintain  insurance  upon all property in the
Premises  owned by  Tenant,  or for which  Tenant is legally  liable,  and shall
provide  Landlord with evidence of same.  The insurance  specified  herein shall
provide  protection  against perils included within the standard Florida form of
fire and extended  coverage  insurance  policy,  together with insurance against
vandalism and malicious mischief.

                  C. All  policies of insurance  provided  for herein,  shall be
issued in a form  acceptable  to Landlord by  insurance  companies  with general
policyholder's  rating  of "A" as rated in the most  current  available  "Best's
Insurance Reports", and qualified to do business in Florida. Each and every such
policy:

                           (i)  shall be issued  in the  names of  Landlord  and
         Tenant  and any other  parties  in  interest  designated  in writing by
         notice from Landlord to Tenant and named as additional insured as their
         interests may appear;

                           (ii) shall be for the mutual  and joint  benefit  and
         protection  of  Landlord  and  Tenant  and any such  other  parties  in
         interest as additional insureds as their interests may appear;

                           (iii)  shall  (or  a  certified  copy  thereof  or an
         original  certificate of insurance  shall) be delivered to Landlord and
         any such other parties in interest  designated by Landlord on or before
         delivery of possession of the Premises to Tenant and thereafter, within
         30 days prior to the  expiration  of each  policy,  and as often as any
         such policy shall expire or terminate,  renewal or additional  policies
         shall be procured and maintained in like manner and to like extent;

                           (iv) shall contain a provision  that the insurer will
         give to  Landlord  and such other  parties in  interest  designated  by
         Landlord  at  least  30  days  notice  in  writing  in  advance  of any
         cancellation,  termination  or  lapse,  or the  effective  date  of any
         reduction in the amount of insurance;

                           (v) shall be written as a primary  policy  which does
         not  contribute to and is not in excess of coverage  which Landlord may
         carry; and

                           (vi) shall contain a provision  that Landlord and any
         such other  parties in interest,  although  named as an insured,  shall
         nevertheless  be entitled to recover  under said  policies for any loss
         occasioned  to  it,  its  servants,   officers,  agents,  invitees  and
         employees by reason of the negligence of Tenant.

                  D. Any  insurance  provided  for herein may be  maintained  by
         means of a policy or policies of blanket insurance,  provided, however,
         that:  (i) Landlord and any other parties in interest from time to time
         designated by Landlord to Tenant shall be named as an additional

                                       11
<PAGE>

         insured  thereunder as their respective  interest may appear;  (ii) the
         coverage  afforded Landlord and any such other parties in interest will
         not be  reduced  or  diminished  by reason  of the use of such  blanket
         policy  of  insurance;  and (iii)  the  requirements  set forth in this
         Article are otherwise satisfied.

                  E. These insurance requirements are subject to modification in
         the  event,  and to the  extent  any  mortgagee  of  Landlord  requires
         different insurance.  In such event, the requirements of such mortgagee
         shall control.

         2.  DESTRUCTION  OF THE  PREMISES OR  BUILDING.  If the Premises or the
Building are totally or substantially destroyed by fire or other casualty during
the Term of this Lease,  the Landlord shall have the option of terminating  this
Lease or any  renewal  thereof,  upon giving  written  notice at any time within
sixty  (60)  days  from the date of such  destruction.  The  termination  herein
mentioned  shall be evidenced in writing.  If this Lease is so  terminated,  all
Rent shall abate as of the date of such  destruction  and any prepaid Rent shall
be refunded except as otherwise provided in this Lease.

         In the event that  Landlord  does not elect to Terminate  this Lease as
permitted  hereinabove in this Article or if less than a substantial  portion of
the Building or the  Premises  are  destroyed,  then  Landlord  shall render the
Premises  tenantable by repairs  within  one-hundred  eighty (180) days from the
date of such destruction. Prior to beginning such repairs and within thirty (30)
days of the date of such  destruction  (which  thirty  (30) day period  shall be
extended as appropriate  under the  circumstances if the destruction is due to a
major  destructive  event  such  as  a  hurricane,  flood,  tornado  or  similar
occurrence causing an unavailability of contractors or construction  personnel),
Landlord shall deliver to Tenant an estimate from  Landlord's  contractor of the
amount of time it will take to render the Premises tenantable.  If such estimate
shows that the repairs  necessary to render the Premises  tenantable  shall take
more than 180 days from the date of such  destruction  to be  completed,  Tenant
shall have the right to  terminate  this Lease upon  written  notice to Landlord
within ten (10) days of the date the Landlord delivered such estimate to Tenant.
If said Premises are not rendered  tenantable  within the aforesaid 180 days, it
shall be optional  with either  party hereto to then  terminate  this Lease upon
written notice to the other party.

         During any time that the Premises are untenable due to causes set forth
in this  paragraph,  the  Rent or a just and fair  proportion  thereof  shall be
abated.  In such case, all Rent paid in advance shall be  proportioned as of the
date of  damage  or  destruction  and all  Rent  thereafter  accruing  shall  be
equitably and proportionately suspended and adjusted according to the nature and
extent  of  the  destruction  or  damage,   pending  completion  of  rebuilding,
restoration or repair. The Landlord shall not be liable for any inconvenience or
interruption of business of the Tenant occasioned by the fire or other casualty.

         Notwithstanding  the foregoing,  should  damage,  destruction or injury
occur by reason of the intentional act of Tenant, of Tenant's employee(s), or of
Tenant's  agent(s),  Landlord shall have the option of  terminating  this Lease,
upon giving  written  notice at any time within sixty (60) days from the date of
such  destruction  or to render the Premises  tenantable  within 360 days of the
date of damage, destruction or injury; and no abatement of Rent shall occur.

         Landlord shall not be liable to carry fire, casualty or extended damage
insurance  on the person or  property  of the  Tenant or any person or  property
which may now or hereafter be placed in the Premises.

                                   ARTICLE XI

                        ALTERATIONS AND MECHANIC'S LIENS

         1.  ALTERATIONS BY TENANT.  No alterations to the Premises  (other than
decorative  items) shall be made by Tenant unless the following  conditions  are
met:

                                       12
<PAGE>

                  A. Tenant  shall  provide a sealed set of plans  prepared  and
certified by an architect to Landlord,  and Tenant shall have received the prior
written  consent of Landlord  based upon the criteria and  conditions  set forth
below, which shall not be unreasonably withheld or delayed.

                  B. All such alterations or improvements  shall be performed by
a licensed contractor approved by Landlord, such approval not to be unreasonably
withheld or delayed.

                  C. Tenant shall have procured all permits,  licenses and other
authorizations  required  for the  lawful and proper  undertaking  thereof,  and
promptly after completion of any such alterations,  Tenant shall obtain a proper
Certificate of Occupancy (if the same is required) and deliver same to Landlord.

                  D. All alterations when completed shall be of such a nature as
not to (i) reduce

(PAGE 12 MISSING)

presence of the  generator  and fuel tank shall not detract  from the  aesthetic
look of the  Building,  for the prior  written  approval of Landlord,  and shall
install such landscaping or other screening, as approved by the Landlord, at the
time of the  installation of the generator and fuel tank and shall maintain such
landscaping  or other  screening  at  Tenant's  expense  during the Term of this
Lease.

                  C. Tenant  shall  satisfy  such other  conditions  as Landlord
shall  reasonably  request  in order to  ensure  that  the  fuel  tank  does not
constitute an environmental violation or hazard.

         3. MECHANIC'S, MATERIALMAN'S AND LABORER'S LIENS. Tenant agrees that it
will make full and prompt  payment of all sums  necessary to pay for the cost of
repairs, alterations,  improvements, changes or other work done by Tenant to the
Premises and further  agrees to indemnify  and hold  harmless  Landlord from and
against any and all such costs and liabilities  incurred by Tenant,  and against
any and all mechanic's,  materialman's or laborer's liens arising out of or from
such work or the cost thereof which may be asserted,  claimed or charged against
the  Premises  or the  Building  or  Property.  Notwithstanding  anything to the
contrary in this Lease,  the interest of Landlord in the  Premises  shall not be
subject to liens for improvements made by or for Tenant, whether or not the same
shall be made or done in  accordance  with any  agreement  between  Landlord and
Tenant,  and it is  specifically  understood  and agreed  that in no event shall
Landlord or the  interest of Landlord in the Premises be liable for or subjected
to any mechanic's,  materialman's  or laborer's  liens for  improvements or work
made by or for Tenant.  This Lease  specifically  prohibits  the  subjecting  of
Landlord's  interest  in  the  Premises  to  any  mechanic's,  materialman's  or
laborer's  liens  for  improvements  made  by  Tenant  or for  which  Tenant  is
responsible for payment under the terms of this Lease.  All persons dealing with
Tenant are hereby placed upon notice of this provision.  In the event any notice
or claim of lien shall be asserted of record against the interest of Landlord in
the  Premises  or  Building  or the site on which it is located on account of or
growing  out of any  improvement  or work done by or for  Tenant,  or any person
claiming by, through or under Tenant, for improvements or work the cost of which
is the  responsibility of Tenant,  Tenant agrees to have such notice of claim of
lien  discharged  of record as a claim  against the  interest of Landlord in the
Premises or the Building or Property  (either by payment or bond as permitted by
law) within  twenty  (20) days after  notice to Tenant by  Landlord,  and in the
event Tenant shall fail to do so,  Tenant shall be  considered  in default under
this Lease.  Tenant  shall,  prior to any work being  performed,  at  Landlord's
request,  execute and record any such  recordable  documents as are necessary to
evidence Landlord's non-responsibility to potential lienors.

                                       13
<PAGE>

                                   ARTICLE XII

                            ASSIGNMENT AND SUBLETTING

         1.       TENANT'S TRANSFER.

                  A.  Tenant  shall  not  voluntarily  assign  or  encumber  its
interest in this Lease or in the  Premises,  or sublease  all or any part of the
Premises,  or allow any other  person or entity to occupy or use all or any part
of the Premises,  without first  obtaining  Landlord's  written  consent,  which
consent  shall  not be  unreasonably  withheld  or  delayed  provided  that  the
following conditions have been or are being satisfied: (i) the proposed assignee
or  sublessee is an entity which is of equal or greater  credit  worthiness  and
financial  reputation as Tenant on the date of this Lease;  Tenant shall provide
to Landlord all documentation necessary or requested by Landlord to evidence the
credit worthiness and financial reputation of such proposed assignee. Failure to
provide any such information to Landlord, or Landlord's reasonable determination
that such  information  does not  demonstrate  a credit  worthiness or financial
reputation  of such  assignee  equal to that of the  Tenant  on the date of this
Lease,  shall be deemed reasonable  justifications  for Landlord to withhold its
consent to such  assignment or to conditions  its consent to require that Tenant
remain  liable for the  performance  of all of Tenant's  obligations  under this
Lease.  Tenant may  assign its  interest  in this Lease or in the  Premises,  or
sublease  all or any part of the  Premises,  to an affiliate  or  subsidiary  or
patent of Tenant without first obtaining  Landlord's  written consent,  provided
that such  affiliate  or  subsidiary  of Tenant  is at least 51%  controlled  by
Tenant, or such parent company owns at 51% of the issued and outstanding  shares
of Tenant,  and Tenant  remains  liable for the  performance  of all of Tenant's
obligations  under this Lease.  Any assignment,  encumbrance or sublease without
Landlord's prior written consent shall be voidable and, at Landlord's  election,
shall  constitute a default  hereunder  unless expressly  permitted  herein.  No
consent to any  assignment,  encumbrance or sublease shall  constitute a further
waiver of the provisions of this provision.

                  B. [Deliberately Omitted]

                  C. If  Tenant is a  corporation,  any  dissolution,  merger or
consolidation, or other reorganization of Tenant, or the sale of or the transfer
of controlling  percentage of the capital stock of Tenant, or the sale of 51% of
the total combined voting power of all classes of Tenant's capital stock issued,
outstanding an entitled to vote for the election of directors  shall be deemed a
voluntary  assignment  subject to the  requirements  of  Paragraph  1.A.  above.
Notwithstanding the foregoing a merger, consolidation or other reorganization of
Tenant  shall not be  considered  a voluntary  assignment  requiring  Landlord's
consent under this Lease provided that the surviving  corporate entity (i) is of
an equal or greater credit worthiness and financial  reputation as Tenant on the
date of this  Lease;  an (ii) has a ratio of long  term and  short  term debt to
liquid and  tangible  assets equal to or less than Tenant  immediately  prior to
such merger,  consolidation  or other  reorganization.  Tenant shall  provide to
Landlord  all  documentation  necessary or requested by Landlord to evidence the
satisfaction of the foregoing conditions.

                  D.  In  the  event  Landlord  consents  to the  assignment  or
sublease  of all or any  part  of the  Premises,  Tenant  and  the  assignee  or
sublessee  shall  enter  into  a  sublease  incorporating  the  same  terms  and
conditions  as contained  herein  (exclusive  of rent),  and  Landlord  shall be
entitled to receive the total amount of any increased  Rent provided for in said
assignment or sublease, including sales tax, paid by a sublessee or assignee.

                  E. Any assignment  consented to by Landlord shall be evidenced
by a validly executed  assignment and assumption of lease  agreement,  upon such
terms and provisions as shall be approved by Landlord in its sole discretion.

                                       14
<PAGE>

                  F. If,  without such prior written  consent of Landlord,  this
Lease is  transferred  or assigned by Tenant,  or if the  Premises,  or any part
thereof,  are sublet or  occupied  by anybody  other than  Tenant,  whether as a
result of any act or omission by Tenant,  or by operation  of law or  otherwise,
Landlord may, in addition to and not in diminution of, or substitution  for, any
other rights and remedies under this Lease, or pursuant to law to which Landlord
may be entitled as a result  thereof,  collect and retain Rent directly from the
transferee,  assignee,  subtenant or occupant and apply the net amount collected
to the Rent due from Tenant to Landlord under this Lease.

         2. TENANT'S LIABILITY.  Notwithstanding any assignment or sublease, and
notwithstanding  the  acceptance  of Rent by Landlord  from any such assignee or
sublessee,  Tenant  shall  continue  to remain  liable  for the  payment of Rent
hereunder  and  for  the  performance  of  all of  the  agreements,  conditions,
covenants and terms herein contained.

         3. LANDLORD'S RIGHT OF CANCELLATION. Notwithstanding anything contained
herein to the contrary,  should Tenant desire or attempt to assign this Lease or
to sublease the entire  Premises for the entire  Term,  except to an  affiliated
company of Tenant, Landlord shall have the right, which must be exercised within
twenty (20) days of receipt by Landlord of notice of such attempt to assign this
Lease or sublease the Premises, but not the obligation,  to cancel and terminate
the Lease and deal with Tenant's  prospective assignee or sublessee directly and
without any obligation to Tenant.

         4. LANDLORD'S TRANSFER.  Landlord shall have the right to sell, assign,
mortgage  or  otherwise  encumber  or  dispose  of  Landlord's  interest  in the
Building,  the Property,  the Premises and this Lease.  In the event of any such
disposition,  Landlord  shall have no further  liability or obligation to Tenant
under this Lease  provided that the new landlord  assumes all of the  Landlord's
obligations and liabilities under this Lease.

                                  ARTICLE XIII

                              OBLIGATION TO COMPLY

         1. OBLIGATIONS OF TENANT.  Tenant shall, during the Term of this Lease,
at  its  sole  cost  and  expense,  comply  with  all  valid  laws,  ordinances,
regulations,  orders and requirements of any governmental authority which may be
applicable  to the  Premises  or to its  use,  whether  or not  the  same  shall
interfere  with the use or occupancy  of the Premises  arising from (a) Tenant's
use of the Premises; (b) the manner or conduct of Tenant's business or operation
of its  installations,  equipment or other  property  therein;  (c) any cause or
condition  created  by or at the  instance  of  Tenant;  or (d) breach of any of
Tenant's  obligations  hereunder,  whether or not such compliance  requires work
which is structural or  non-structural,  ordinary or extraordinary,  foreseen or
unforeseen.  Landlord  agrees  to  cooperate  with  Tenant,  as  reasonable,  if
alterations to the Premises are mandated by any such law or requirement  arising
after  the  Commencement  Date,  so  long as all  alterations  comply  with  the
provisions  of  Article  XI of this  Lease.  Tenant  shall pay all of the costs,
expenses,  fines  penalties  and damages  which may be imposed upon  Landlord by
reason or arising out of Tenant's  failure to fully and promptly comply with and
observe the  provisions  of this  Section.  Tenant  shall give prompt  notice to
Landlord of any notice it receives of the violation of any law or requirement of
any public  authority  with  respect to the  Premises  or the use or  occupation
thereof.  Tenant's  obligation  to  comply  with  laws  shall  include,  without
limitation,  those laws and  regulations  contemplated by Sections  XXIV.2.  and
XXIV.9.  below and Title III of the Americans With  Disabilities Act of 1990, as
Amended.  In the event Tenant receives any notice  alleging  violation of any of
the aforementioned laws, ordinances,  regulations, orders, rules or requirements
relating to any portion of the Premises, the Building or of the Property; or any
notice of regulatory action or investigation instituted in connection therewith,
Tenant shall provide  written  notice to Landlord  thereof  within ten (10) days
after receipt of same by Tenant.

                                       15
<PAGE>

         2.  RULES  AND  REGULATIONS.  Tenant  shall  comply  with all rules and
regulations now existing (See EXHIBIT "D"), or as may be subsequently  published
by  Landlord  to tenants of the  Building.  Landlord  shall  apply the rules and
regulations  of the  Building  to all  tenants on a uniform,  non-discriminatory
basis.

         3.  ATTORNEY'S  FEES. With respect to any default or failure to perform
on the part of Tenant,  or any other dispute between Tenant and Landlord arising
out of this Lease,  Landlord  shall be  entitled to recover all costs  incurred,
including  reasonable  attorney's fees, which shall include,  but not be limited
to, such fees incurred prior to the  institution of litigation or in litigation,
including trial and appellate  review,  and in arbitration,  bankruptcy or other
administrative or judicial proceedings,  and such costs, expenses and attorney's
fees incurred by or on behalf of Landlord  shall  constitute  Rent hereunder and
shall be paid upon written  demand  therefore.  In addition,  from time to time,
Tenant will pay, within twenty (20) days after demand, all expenses  (including,
without  limitation,  the  reasonable  fees and  expenses  of legal  counsel for
Landlord)  relating to any  request or demand  made,  or notice  given by Tenant
pursuant  to the  Terms of this  Lease,  including,  without  limitation,  under
Articles VI, XII, XX and XXIV. The prevailing  party in any action or proceeding
in court or mutually agreed upon arbitration  proceeding to enforce the terms of
this Lease is  entitled  to receive  its  reasonable  attorneys'  fees and other
reasonable costs and expenses from the non-prevailing party.

                                   ARTICLE XIV

                 RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS

         1. PAYMENT OR PERFORMANCE. Landlord shall have the right, upon ten (10)
days prior written  notice to Tenant (or without notice in the case of emergency
or in order to avoid any fine, penalty or cost which may otherwise be imposed or
incurred)  to make any payment or perform any act  required of Tenant  under any
provision in this Lease,  and in exercising  such right,  to incur necessary and
incidental  costs and expenses,  including  reasonable  attorney's  fees if such
payment  or  performance  has not been made by Tenant  within  said ten (10) day
period  after  written  notice to Tenant (if Tenant is entitled to such ten (10)
day prior  written  notice under the terms of this  paragraph).  Nothing  herein
shall  imply any  obligation  on the part of  Landlord  to make any  payment  or
perform any act required of Tenant, and the exercise of the right to do so shall
not constitute a release of any obligation,  waiver of any default or obligation
of  Landlord  to make any  similar  payment or perform  any  similar  act in the
future.

         2.  REIMBURSEMENT.  All  payments  made,  and all  costs  and  expenses
incurred  in  connection  with  Landlord's  exercise  of the  right set forth in
Paragraph 1 above,  shall be  reimbursed by Tenant within thirty (30) days after
receipt of a bill setting forth the amounts so expended,  together with interest
at the  annual  rate of 18% from the  respective  dates  of the  making  of such
payments or the incurring of such costs and expenses.  Any such payments,  costs
and expenses made or incurred by Landlord  shall be treated as  Additional  Rent
owed by Tenant.

                                   ARTICLE XV

                        NON-LIABILITY AND INDEMNIFICATION

         1. NON-LIABILITY OF LANDLORD.  Neither Landlord,  nor any joint venture
partner,  officer,  director,  agent,  servant or employee of Landlord,  nor any
Superior  Mortgagee (as defined in Article XX below),  shall be liable to Tenant
for any loss,  injury,  or damage  to Tenant or to any other  person,  or to its
property,  irrespective  of the cause of such  injury,  damage  or loss,  unless
caused by or resulting from the gross  negligence of Landlord,  in the operation
or  maintenance  of the  Premises or the  Building,  subject to the  doctrine of
comparative  negligence in the event of  contributory  negligence on the part of
Tenant or any of its subtenants, licenses, employees, invitees, officers, agents
or contractors.  Tenant agrees that any Superior  Mortgage will not be liable to
Tenant for injury,  damage or loss caused by or resulting from the negligence of
Landlord.  Further,  neither Landlord, nor any Superior Mortgagee, nor any joint
venture partner, director, officer, agent, servant or employee of Landlord shall
be liable; (a) for any damage

                                       16
<PAGE>

caused by other  tenants or persons in, upon or about the  Building or caused by
operations in construction of any private,  public or quasi-public  work; or (b)
even if grossly  negligent,  for  incidental  or  consequential  damages or lost
profits  arising  out of any loss of use of the  Premises  or any  equipment  or
facilities therein by Tenant or any person claiming through or under Tenant.

         2. INDEMNIFICATION BY TENANT.  Tenant shall indemnify and hold Landlord
and all Superior  Mortgagees and its or their respective joint venture partners,
directors,  officers,  agents,  employees and invitees (collectively referred to
hereinafter as the  "Indemnified  Parties" and  individually  as an "Indemnified
Party), harmless against and from any and all claims from or in connection with:
(a) the conduct or  management of the Premises or any business  therein,  or any
condition created (other than by Landlord or its officers,  agents or employees)
in or about the  Premises  during the Term of this Lease or during the period of
time,  if any,  prior to the  Commencement  Date that Tenant may have been given
access to the Premises;  (b) any act, omission or negligence of Tenant or any of
its  subtenants  or licensees  or its or their  partners,  directors,  officers,
agents, employees or contractors;  (c) any accident, injury or damage whatsoever
(unless caused solely or primarily by the gross negligence or willful misconduct
of Landlord or its officers,  agents or employees)  occurring in, at or upon the
Premises; and (d) any breach or default by Tenant in the full and prompt payment
and  performance  of Tenant's  obligations  under this Lease,  together with all
reasonable  costs,  expenses and  liabilities  incurred in or in connection with
each such claim,  action or proceeding  brought  against an  Indemnified  Party,
including,  without  limitation,  all reasonable  attorney's  fees and expenses,
provided  however  that Tenant shall not be  responsible  for  indemnifying  any
Indemnified  Party for any claim,  action or  proceeding  brought  against  such
Indemnified  Party for an act or  omission  caused  solely  by such  Indemnified
Party's gross negligence or willful misconduct. In case any action or proceeding
is brought against Landlord or a Superior  Mortgagee,  Tenant,  upon notice from
Landlord  or such  Superior  Mortgagee,  shall  resist and defend such action or
proceeding  (by counsel  reasonably  satisfactory  to Landlord or such  Superior
Mortgagee) at Tenant's sole cost and expense.

         3. INDEPENDENT  OBLIGATIONS;  FORCE MAJEURE.  The obligations of Tenant
hereunder  shall not be affected,  impaired or excused,  nor shall Landlord have
any liability whatsoever to Tenant,  because; (a) Landlord is unable to fulfill,
or is delayed in fulfilling,  any of its obligations  under this Lease by reason
of strike, other labor trouble,  governmental  preemption of priorities or other
controls or shortages of fuel, supplies, labor or materials,  acts of God or any
other  cause,  whether  similar  or  dissimilar,  beyond  Landlord's  reasonable
control; or (b) of any failure or defect in the supply, quantity or character of
electricity or water furnished to the Premises by reason of any requirement, act
or omission of the public  utility or others  serving the Building with electric
energy,  steam,  oil, gas or water,  or for any other reason whether  similar or
dissimilar, beyond Landlord's reasonable control. Tenant shall not hold Landlord
liable for any latent  defect in the  Premises,  the Property or the Building if
Landlord has  corrected  such latent  defect or has  commenced  correcting  such
latent defect and is  diligently  pursuing such  correction to  completion,  nor
shall  Landlord be liable for injury or damage to person or  property  caused by
fire,  theft,  or  resulting  from the  operation of  elevators,  heating or air
conditioning or lighting apparatus, or from falling plaster, or from steam, gas,
electricity, water, rain or dampness which may leak or flow from any part of the
Building or Property or from the pipes, appliances or plumbing work of the same.

                                   ARTICLE XVI

                                     DEFAULT

         1. EVENTS OF DEFAULT.  Tenant  shall be in default  under this Lease if
any one or more of the  following  events  (each,  an "event of default")  shall
occur:

                  A. Tenant shall fail to pay any  installment  of the Rent when
due, which failure  continues for a period of five (5) days after written notice
thereof from Landlord to Tenant (it being  understood  that Landlord is required
to give only one such notice per Lease Year),  or any other expenses  called for
hereunder  as and when the Same shall  become  due and  payable,  which  failure
continues  for a period of ten (10)  days  after  written  notice  thereof  from
Landlord to Tenant; or

                                       17
<PAGE>

                  B. Tenant shall  default in the  performance  of or compliance
with any of the other terms or provisions of this Lease,  and such default shall
continue  for a period of ten (10)  days  after the  giving  of  written  notice
thereof  from  Landlord  to Tenant,  or, in the case of any such  default  which
cannot, with bona fide due diligence, be cured within said ten (10) days, Tenant
shall fail to proceed  within said ten (10) day period to cure such  default and
thereafter  to  prosecute  the curing of same with all due  diligence  (it being
intended that as to a default not  susceptible of being cured with due diligence
within such period of ten (10) days,  the time within  which such default may be
cured shall be extended  for such period as may be  necessary to permit the same
to be cured with bona fide due diligence); or

                  C. Tenant shall  assign,  transfer,  mortgage or encumber this
Lease or sublet the Premises in a manner not permitted by Article XII; or

                  D. Tenant shall file a voluntary petition in bankruptcy or any
Order for Relief be entered  against  it, or shall file any  petition  or answer
seeking any arrangement,  reorganization,  composition,  readjustment or similar
relief under any present or future  bankruptcy or other applicable law, or shall
seek or consent to or acquiesce in the  appointment of any trustee,  receiver or
liquidator of Tenant of all or any substantial part of Tenant's properties; or

                  E.  If  any  creditor  of  Tenant  shall  file a  petition  in
bankruptcy against Tenant or for reorganization of Tenant under state or federal
law, and if such petition is not discharged  within one hundred and twenty (120)
days after the date on which it is filed; or

                  F. Tenant shall abandon the Premises.

         2. SURRENDER OF PREMISES.  Upon any  termination of this Lease,  Tenant
shall surrender the Premises to Landlord,  and Landlord,  at any time after such
termination,  may,  without further notice,  re-enter and repossess the Premises
without  being liable to any  prosecution  or damages  therefore,  and no person
claiming  through or under Tenant or by virtue of any statute or of any order of
any court shall be entitled to possession of the Premises.

         3.  HOLDOVER.  Should  Tenant hold over and remain in possession of the
Premises at the expiration of any Term hereby  created,  Tenant shall, by virtue
of this Section, become a tenant-at-sufferance  and shall pay Landlord twice the
Rent per month of the last  monthly  installment  of Rent above  provided  to be
paid.  Said tenancy shall be subject to all the conditions and covenants of this
Lease as though the same had been a  tenancy-at-sufferance  instead of a tenancy
as provided herein,  and Tenant shall give to Landlord at least thirty (30) days
prior written notice of any intention to remove from the Premises,  and shall be
entitled to ten (10) days prior  notice of any  intention  of Landlord to remove
Tenant  from the  Premises  in the  event  Landlord  desires  possession  of the
Premises;  provided,  however,  that  said  tenant-at-sufferance  shall  not  be
entitled  to ten (10)  days  notice  in the  event  the said Rent is not paid in
advance  without  demand,  the said ten (10 days  written  notice  being  hereby
expressly waived.

                                  ARTICLE XVII

                                    REMEDIES

         1.  REMEDIES.  Upon the  occurrence  of any event of default,  Landlord
shall be entitled to all remedies available to it under Florida law,  including,
but not limited to, the filing of suit for the recover of all  monetary  damages
sustained  by Landlord as a result  thereof.  In addition to its  statutory  and
common law remedies in the event of a default by Tenant,  Landlord shall also be
entitled, at its option, to exercise any one or more of the following remedies:

                                       18
<PAGE>

                  A.  TERMINATION.  Landlord  shall be entitled to declare  this
Lease  terminated  and the term ended and/or shall have the  immediate  right of
re-entry  and may remove all persons and  property  from the  Premises  and such
property  may be removed and stored in a public  warehouse  or  elsewhere at the
cost of, and for the account of Tenant,  without evidence of notice or resort to
legal process and without being deemed guilty of trespass or becoming liable for
any loss or damage which may be occasioned thereby.

                  B.  RIGHT  TO  RE-LET.  Landlord  may  elect to  re-enter  the
Premises,   either  by  taking  possession  pursuant  to  legal  proceedings  or
otherwise,  and may  either  terminate  this  Lease or it may from time to time,
without  terminating  this Lease,  make such  alterations  and repairs as may be
necessary in order to re-let the  Premises,  and re-let the Premises or any part
thereof  for such term or terms  (which may be for a term  extending  beyond the
term of this  Lease) and at such rental or rentals and upon such other terms and
conditions as Landlord in its sole discretion may deem advisable. Upon each such
re-letting all rentals and other sums received by Landlord from such  re-letting
shall be  applied,  first,  to the payment of any  expenses  other than Rent due
hereunder  from  Tenant to  Landlord;  second,  to the  payment of any costs and
expenses of such re-letting,  including reasonable brokerage fees and attorneys'
fees and of costs of such  alterations  and  repairs  and costs of moving  other
tenants in the  Building  in order to re-let the  Premises,  such as repairs and
alterations  to other  portions  of the  Building  or reduced  rental from other
tenants;  third,  to the  payment  of Rent  and  other  charges  due and  unpaid
hereunder;  and the  residue,  if any,  shall be held by Landlord and applied in
payment of future Rent as the same may become due and payable hereunder. If such
rentals and other sums  received from such  re-letting  during any month be less
than that to be paid during  that month by Tenant  hereunder,  Tenant  shall pay
such  deficiency  to Landlord.  Such  deficiency  shall be  calculated  and paid
monthly.  Tenant shall in no event be entitled to any rent  collected or payable
upon any re-letting,  whether or not such rent shall exceed the Rent reserved in
this Lease.  No such  re-entry or taking  possession of the Premises by Landlord
shall be construed  as an election on its part to terminate  this Lease unless a
written  notice of such  intention be given to Tenant or unless the  termination
thereof be decreed by a court of  competent  jurisdiction.  Notwithstanding  any
such re-letting without termination, Landlord may at any time hereafter elect to
terminate  this Lease for such  previous  breach.  Should  Landlord  at any time
terminate  this Lease for any breach,  in addition to any other  remedies it may
have,  it may  recover  from  Tenant all  damages it may incur by reason of such
breach,  including the cost of recovering the Premises and reasonable attorney's
fees, which amount shall be immediately due and payable from Tenant to Landlord.

                  C.  ACCELERATION.  Landlord  may,  without  notice or  demand,
accelerate  and  declare  all  Rent,   including   Additional  Rent,  to  become
immediately  due and payable and bring suit for the  collection  thereof and for
damages,  as  hereinafter  described,  without  entering into  possession of the
Premises or terminating this Lease. The amount of expenses (Additional Rent) and
other sums to become due under this Lease  shall be the  present  value of those
amounts  payable  during the  twelve  (12) month  period  immediately  preceding
default,  multiplied by the number of years, or a portion thereof,  remaining in
the Term at the date of default.

                  D. ADDITIONAL  CHARGES. In addition to the amounts recoverable
by  Landlord  from  Tenant as  described  above and to the  extent  not  already
included in the  expenses  (Additional  Rent)  already  collected  by  Landlord,
Landlord may, upon a default by Tenant  hereunder,  recover  damages from Tenant
for the unamortized portion of the Cost of Landlord's Work hereunder,  brokerage
fees and attorneys' fees and costs, plus such other amounts in addition to or in
lieu of any  other  damages  as may be  permitted  by the  laws of the  State of
Florida, plus interest thereon at the rate described in Article XIV.2. hereof.

                  E. WAIVER OF NOTICE.  To the extent  permitted by law,  Tenant
waives notice of termination of this Lease,  any statutory  notice (three day or
otherwise), notice of re-entry or institution of legal proceedings and any right
of  redemption,  re-entry or  repossessions.  Landlord may foreclose on the lien
described in Article IX.4.  hereof and enter the Premises and take possession of
any and all goods, equipment, fixtures, furniture and other personal property of
Tenant  situated on the Premises  without  liability for trespass or conversion,
and sell the same at  public  or  private  sale,  with or  without  having  such
property at the sale,  at which  Landlord or its assigns may  purchase and apply
the proceeds thereof, less

                                       19
<PAGE>

any and all expenses  connected  with the taking of  possession  and sale of the
property, as a credit against any sums due by Tenant to Landlord.

                                  ARTICLE XVIII

                                 EMINENT DOMAIN

         1. TAKING.  If the whole of the Building or Premises or if a portion of
the Building or Premises which will materially and adversely affect Tenant's use
and  occupancy of the Premises  shall be taken by  condemnation  or in any other
manner for any public or quasi-public use or purpose, this Lease shall terminate
as of the date of  vesting  of  title on such  taking  )herein  called  "Date of
Taking"),  and the Base Rent and Additional  Rent shall be prorated and adjusted
as of such date.

         2. AWARD.  In the event any action is brought,  it shall be in the name
of  Landlord,  and  Landlord  shall be entitled  to receive the entire  award or
payment in connection with any taking without deduction therefrom, except to the
extent  that  Tenant  shall be  entitled  to  compensation  based  upon  damages
sustained to its  personal  property  and moving  expenses.  Tenant shall not be
precluded from taking its own action against the condemning authority.

         3.  TEMPORARY  TAKING.  If the temporary use or occupancy of all or any
part of the Premises shall be taken by  condemnation  or in any other manner for
any public or quasi-public use or purpose during the Term of this Lease,  Tenant
shall be entitled,  except as hereinafter  set forth, to receive that portion of
the award or payment for such taking, if any, which represents  compensation for
the  temporary  use and  occupancy of the  Premises,  for the taking of Tenant's
Property and for moving expenses,  and Landlord shall be entitled to receive all
other  award or payment,  including,  without  limitation,  that  portion  which
represents reimbursement for the cost of restoration of the Premises. This Lease
shall be and remain  unaffected by such taking and Tenant shall  continue to pay
the Rent in full when due. If the period of  temporary  use or  occupancy  shall
extend beyond the  Expiration  Date of this Lease,  that part of the award which
represents  compensation  for the use and  occupancy  of the Premises (or a part
thereof)  shall be divided  between  Landlord  and Tenant so that  Tenant  shall
receive  so much  thereof as  represents  the  period up to and  including  such
Expiration  Date and Landlord  shall  receive so much as  represents  the period
after such  Expiration  Date. All monies received by Landlord as, or as part of,
an award for  temporary  use and  occupancy for a period beyond the date through
which the Rent has been paid by Tenant, shall be held and applied by Landlord as
a credit against the Rent becoming due hereunder.

         4. PARTIAL TAKING. In the event of any taking of less than the whole of
the Building which does not result in termination of this Lease:  (a) subject to
the prior  rights of a  Superior  Mortgagee,  Landlord,  at its  expense,  shall
proceed with reasonable  diligence to repair the remaining parts of the Building
and the Premises  (other than those parts of the Premises  which are  Landlord's
property and Tenant's  property) to substantially  their former condition to the
extent that the same is feasible  (subject to reasonable  changes which Landlord
shall deem  desirable),  so as to constitute a complete and tenantable  Building
and Premises;  and (b) Tenant,  at its expense,  shall  proceed with  reasonable
diligence  to repair  the  remaining  parts of the  Premises  which  are  deemed
Landlord's  Property and Tenant's  Property  pursuant  hereto,  to substantially
their former  condition to the extent  feasible,  subject to reasonable  changes
which  Tenant shall deem  desirable  and Landlord  shall  approve.  Such work by
Tenant,  shall be deemed  alterations as described in Section XIX.1 hereinabove.
In the event of any partial  taking,  Tenant shall be entitled to a reduction in
Rent for the  remainder of the Lease Term  following  such partial  taking based
upon the percentage of Premises taken and untenantable  relative to the original
Premises leased.

                                       20
<PAGE>

                                   ARTICLE XIX

                                 QUIET ENJOYMENT

         Landlord agrees that Tenant, upon paying all Rent and all other charges
herein provided for and observing and keeping the covenants,  agreements,  terms
and conditions of this Lease and the rules and regulations of Landlord affecting
the  Premises on its part to be  performed,  shall  lawfully  and quietly  hold,
occupy and enjoy the Premises during the Term hereof,  expressly  subject to the
terms, limitations and conditions contained in this Lease.

                                   ARTICLE XX

                          SUBORDINATION AND ATTORNMENT

         1. SUBORDINATION. This Lease and all rights of Tenant hereunder are and
shall  be   subordinate   to  any   Superior   Mortgage   (as  defined   below).
Notwithstanding  that such  subordination is self-operative  without any further
act of Tenant,  Tenant  shall,  from time to time,  within  twenty  (20) days of
request from Landlord, execute and deliver any documents or instruments that may
be requested by a lender to confirm  such  subordination,  including an estoppel
certificate  in  substantially  the form  attached  hereto as EXHIBIT  "C".  Any
mortgage,  long-term  lease or other  encumbrance to which this Lease is subject
and  subordinate  is  hereinafter  referred to as a "Superior  Mortgage" and the
holder  of a  Superior  Mortgage  is  hereinafter  referred  to  as a  "Superior
Mortgagee".

         2. NOTICE TO LANDLORD AND SUPERIOR MORTGAGEE. If any act or omission of
Landlord would give Tenant the right, immediately or after the lapse of a period
of time,  to cancel this Lease or to claim a partial or total  eviction,  Tenant
shall not exercise such right; (a) until it has given written notice of such act
or omission to Landlord and any Superior  Mortgagee;  and (b) until a reasonable
period of time for remedying such act or omission  shall have elapsed  following
the giving of such notice and following  the time when such  Superior  Mortgagee
shall have become  entitled under such Superior  Mortgage to remedy the same. In
the event any Superior Mortgagee shall request reasonable  modifications to this
Lease  (excluding any  modification  of Rent, use of the Premises or which would
otherwise diminish Tenant's rights or increase Tenant's  obligations  hereunder)
as a condition to financing or refinancing,  Tenant shall not withhold, delay or
defer in providing its consent thereto. In the event Tenant has not provided its
consent to  modifications  requested by a Superior  Mortgagee within twenty (20)
days after written notice from  Landlord,  Landlord,  at its sole option,  shall
have the  right to  execute  any  instrument  for and on behalf of Tenant as its
attorney-in-fact  for the purpose of executing such instrument required to carry
out the  intent  of this  Section.  In  acknowledgment  thereof,  Tenant  hereby
appoints  Landlord  as its  irrevocable  attorney-in-fact  for  the  purpose  of
executing  any  instruments  required to carry out the intent of this Section on
behalf of Tenant after proper notice, and default hereunder by Tenant.

         3. ATTORNMENT. If any Superior Mortgagee shall succeed to the rights of
Landlord hereunder, whether through possession or foreclosure action or delivery
of a new lease or deed, then, at the request of such party (hereinafter referred
to as "Successor Landlord"), Tenant shall attorn to and recognize such Successor
Landlord as Tenant's  Landlord under this Lease and shall  promptly  execute and
deliver  any  instrument  such  Successor  Landlord  may  reasonably  request to
evidence such  attornment.  Upon such  attornment,  this Lease shall continue in
full force and effect as a direct Lease between  Successor  Landlord and Tenant,
upon all terms,  conditions,  and  covenants as set forth in this Lease,  except
that the  Successor  Landlord  shall not:  (a) be liable for any previous act or
omission of Landlord under this Lease;  (b) be subject to any offset;  or (c) be
bound by any previous  modification of this Lease or by any previous prepayment,
unless such  modification or prepayment  shall have been previously  approved in
writing by such Successor Landlord if such approval was required.  Further, upon
such  attornment,  Landlord  shall  be  released  from  any  further  obligation
hereunder.

                                       21
<PAGE>

                                   ARTICLE XXI

                           LANDLORD'S RIGHT OF ACCESS

         1. ACCESS FOR MAINTENANCE  AND REPAIR.  Except for the space within the
inside surfaces of all walls, hung ceilings,  floors, windows and doors bounding
the Premises, all of the Building including, without limitation, exterior walls,
core interior  walls and doors and any core corridor  entrance,  any terraces or
roofs adjacent to the Premises and any space in or adjacent to the Premises used
for  shafts,  stacks,  pipes,  conduits,  fan rooms,  ducts,  electric  or other
utilities,  sinks or other facilities of the Building,  and the use thereof,  as
well as access  thereto  throughout  the Premises for the purposes of operation,
maintenance,  decoration and repair, are reserved to Landlord. Landlord reserves
the right, and Tenant shall permit Landlord, to install, erect, use and maintain
pipes,  ducts and conduits in and through the Premises,  so long as such work by
Landlord does not lower the height of the ceiling from that which existed on the
Commencement Date. Landlord shall be allowed to take all materials into and upon
the Premises that may be required in connection therewith, without any liability
to Tenant and  without  any  reduction  of Tenant's  covenants  and  obligations
hereunder.  Landlord  and its  agents  shall  have the  right to enter  upon the
Premises for the purpose of making any repairs therein or thereto which shall be
considered  necessary  or  desirable by Landlord in such a manner as to minimize
the  interference  with  Tenant's  business on the  Premises;  and in  addition,
Landlord  and its agents  shall have the right to enter the Premises at any time
in cases of emergency.

         2. ACCESS FOR INSPECTION AND SHOWING.  Upon reasonable notice to Tenant
and during normal business  hours,  Landlord and its agents shall have the right
to enter  and/or pass  through the  Premises at any time to examine the Premises
and to  show  them to  prospective  purchasers,  mortgagees  or  lessees  of the
Building.  During the period of six (6) months prior to the  Expiration  Date of
this Lease,  Landlord  and its agents may exhibit  the  Premises to  prospective
tenants upon reasonable notice to Tenant and during normal business hours.

         3.  LANDLORD'S  ALTERATIONS  AND  IMPROVEMENTS.  If, at any  time,  any
windows of the Premises are temporarily  darkened or obstructed by reason of any
repairs, improvements,  maintenance and/or cleaning in or about the Building, or
if any part of the Building,  other than the Premises or access to the Premises,
is temporarily or  permanently  closed or inoperable,  the same shall be without
liability  to Landlord  and  without any  reduction  or  diminution  of Tenant's
obligations under this Lease.  Landlord reserves the right to make such changes,
alterations,  additions and  improvements in or to the Building and the fixtures
and equipment thereof,  as well as in or to the street entrances,  doors, halls,
passages, elevators, escalators and stairways thereof, and other public portions
of the Building and the Property, as Landlord shall deem necessary or desirable,
and no such  alterations  or  changes  shall be  deemed a breach  of  Landlord's
covenant of quiet enjoyment or a constructive eviction.

                                  ARTICLE XXII

                              SIGNS AND OBSTRUCTION

         1. SIGNS.  Tenant shall not place or suffer to be placed or  maintained
upon any exterior  door,  roof,  wall or window of the Premises or the Building,
any sign,  awning,  canopy or advertising matter of any kind, and will not place
or maintain any decoration,  lettering or advertising matter on the glass of any
window or door of the  Premises  except as  previously  approved  in  writing by
Landlord, in Landlord's sole discretion.  Tenant shall not place or maintain any
freestanding  standard  within or upon the Common  Area of the  Premises  or the
Building or immediately  adjacent  thereto  without first  obtaining  Landlord's
express  prior written  consent.  No exterior sign or interior sign visible from
the  exterior of the  Building  shall be permitted  unless  expressly  permitted
herein. Said Building signage shall be subject to Landlord's reasonable approval
and is  subject  to all  appropriate  government  approvals.  At  Tenant's  sole
expense,  Tenant agrees to maintain any such signage approved by Landlord (which
approval shall not be

                                       22
<PAGE>

unreasonably  withheld or delayed) in good condition and repair at all times and
to remove  the same at its sole cost and  expense at the end of the Term of this
Lease. Upon removal thereof,  Tenant agrees to repair any damage to the Premises
caused by such  installation  and/or removal at Tenant's sole expense.  Landlord
shall add Tenant's  name to the tenant  directory in the lobby of the  Building.
Tenant  may,  at  Tenant's  expense,  put a sign on the  entrance  doors  of the
Premises,  identifying  the Tenant as the tenant of the Premises,  provided that
such sign has first been  approved by Landlord in writing.  Tenant may also,  at
its expense, place signage identifying the Tenant as a tenant of the Building on
a monument sign constructed or to be constructed at the Building,  provided that
the location of such sign and form of such sign has  received the prior  written
consent by the Landlord.

         2.  OBSTRUCTION.  Tenant shall not obstruct the  corridors,  elevators,
stairs,  common areas,  sidewalks,  parking lots or other public portions of the
Building or the Property in any manner whatsoever.

                                  ARTICLE XXIII

                                     NOTICES

         1. NOTICES.  Any notice or other information  required or authorized by
this  Lease to be given by  either  Party to the other may be given by hand with
receipt; or sent by facsimile transmission; or by certified prepaid mail, return
receipt requested; or by nationally recognized overnight courier service, to the
other Party at the address  stated below.  Such address may be changed by either
respective  Party at any time by giving prior written notice as herein provided.
Any notice or information given pursuant to this Section shall be deemed to have
been given when received by the Party to whom it has been directed.

AS TO LANDLORD:            1475 Cypress Creek Road, Suite 202
                           Fort Lauderdale, FL  33309
                           Attention: James E. Goldstein
                           Fax No.: (954) 771-8667

WITH A COPY TO:            Clifford I. Hertz, P.A.
                           Broad and Cassel
                           400 Australian Avenue South, Fifth Floor
                           West Palm Beach, FL  33401
                           Fax No.: (561) 655-1109

AS TO TENANT:              Fusion Telecom International
                           1801 South Federal Highway
                           Suite 305
                           Delray Beach, FL  33483
                           Attention:
                           Fax No.:

WITH A COPY TO:            Greenberg Traurig
                           200 Park Avenue
                           New York, NY  10166
                           Attention: Marvin Rosen, Esq.
                           Fax No.: (212) 801-6400

                                       23
<PAGE>

                                  ARTICLE XXIV

                                  MISCELLANEOUS

         1. [DELIBERATELY OMITTED]

         2.  ENVIRONMENTAL  INDEMNITY.  Tenant  agrees  to  indemnify  and  hold
Landlord harmless from and against any and all loss, claim, liability,  damages,
injuries to person,  property or natural  resources,  cost,  expense,  action or
cause of action  arising  in  connection  with the  release or  presence  of any
Hazardous  Substances at the Property through the acts of Tenant,  its officers,
employees,   contractors,   agents   or   invitees,   whether   foreseeable   or
unforeseeable,  regardless  of the source of such  release and when such release
occurred or such  presence is  discovered.  The  foregoing  indemnity  includes,
without limitation, all costs in law or in equity of removal, remediation of any
kind,  and  disposal  of such  Hazardous  Substances;  all costs of  determining
whether the  Premises or other  portions of the  Property  used by Tenant are in
compliance  and to cause the Premises or other  portions of the Property used by
Tenant are to be in compliance with all applicable environmental laws, all costs
associated  with claims for damages to persons,  property or natural  resources,
and Landlord's reasonable attorneys' and consultants' fees and costs, whether or
not  litigation  is  instituted.  For the  purposes  of  definition,  "Hazardous
Substances"  includes,  without  limitation,  any  toxic  or  hazardous  wastes,
pollutants  (or  substances,  including,  without  limitation,  asbestos,  PCBs,
petroleum  products and by-products,  substances defined or listed as "hazardous
substances" or "toxic substances" or similarly  identified in or pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C.  Section 9061 ET. SEQ.,  hazardous materials identified in or
pursuant to the Hazardous  Materials  Transportation Act 49 U.S.C.  Section 1802
ET. SEQ.).  To the best of the knowledge of Landlord,  and based solely upon its
review of the  environmental  assessment  report  of the  Property  prepared  by
Property  Solutions,  Inc.  dated as of April 16,  1999,  there are no Hazardous
Substances at the Property.

         3. RADON GAS. Pursuant to Florida  Statutes,  Section  404.056[6],  the
following  disclosure  is  required  by  law:  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  excel  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.

         4.  BROKER  COMMISSION.  Landlord  and  Tenant  covenant,  warrant  and
represent that Coldwell Banker  Commercial  Brenner Real Estate Group and Stiles
Corporation ("Brokers") were instrumental in bringing about or consummating this
Lease.  Further,  neither  Landlord  nor Tenant  have had any  conversations  or
negotiations  with any  broker  except  Brokers  concerning  the  leasing of the
Premises.  Both parties agree to indemnify the other against and from any claims
for any brokerage  commissions  (except those payable to Brokers) and all costs,
expenses and liabilities in connection therewith, including, without limitation,
reasonable  attorneys'  fees  and  expenses,  for any  breach  of the  foregoing
representation.  Landlord  shall pay all  brokerage  commissions  due Brokers in
accordance with a separate agreement between Landlord and Brokers.

         5. FINANCIAL  STATEMENTS.  Prior to the Commencement Date, Tenant shall
provide to Landlord,  Tenant's  most current and  complete  financial  statement
including,  but not limited to, its balance sheet and profit and loss statement,
certified  by an officer of  Tenant.  Further,  Tenant  shall  provide  its most
current  financial  information  specified  above to Landlord within twenty (20)
days after  written  request from  Landlord,  not to exceed two (2) times in any
twelve (12) month period, if the Landlord requires such financial  statements in
connection with a proposed or pending sale or refinancing of the Building, or in
connection  with  reviewing any request from Tenant for consent to an assignment
by Tenant of its interest in this Lease or the Premises or any portion  thereof,
or if an event of default shall have occurred.

                                       24
<PAGE>

         6. ESTOPPEL CERTIFICATES.  Each party agrees, at any time and from time
to time as requested  by the other party,  to execute and deliver to the other a
statement  certifying that this Lease is unmodified and in full force and effect
(or if there have been modifications, that the same are in full force and effect
as modified and stating the  modifications),  certifying  the dates to which the
rent and other charges have been paid, stating whether or not the other party is
in default in performance  of any of its  obligations  under this Lease,  to the
best of the certifying  parties'  knowledge,  and, if so,  specifying  each such
default,  and  stating  whether or not any event has  occurred  which,  with the
giving of notice or passage of time, or both,  would  constitute such a default,
and, if so,  specifying  each such event.  Tenant also shall include in any such
statements  such  other  information  concerning  this  Lease  as  Landlord  may
reasonably  request.  It  shall  be a  condition  precedent  to  the  Landlord's
obligation to deliver possession of the Premises to Tenant, that Tenant executes
an Estoppel  Certificate  accepting the Premises and  acknowledging the Lease. A
form of such  Estoppel  Certificate  is attached  hereto as EXHIBIT  "C". In the
event  either  party  fails to comply  with this  Section,  such  failure  shall
constitute  a material  breach of this  Lease.  If Tenant  fails to execute  the
initial Estoppel Certificate,  Rent shall continue to accrue, but Landlord shall
be under no obligation to deliver possession of the Premises.

         7. NO  RECORDATION.  This Lease  shall not be recorded by Tenant in the
Public Records of Broward County,  Florida. Any attempted  recordation by Tenant
shall  render  this Lease null and void and  entitle  Landlord  to the  remedies
provided for Tenant's default. At the request of Landlord, Tenant shall promptly
execute,  acknowledge and deliver to Landlord a Memorandum of Lease with respect
to this Lease and a  Memorandum  of  modification  of Lease with  respect to any
modification  of this Lease,  prepared by Landlord and sufficient for recording.
Such  Memorandum  shall not be deemed to change or  otherwise  affect any of the
obligations or provisions of this Lease.

         8.  GOVERNING  LAW.  This Lease shall be governed by and  construed  in
accordance  with the laws of the State of Florida,  and in the event  litigation
arises  between the Parties in  connection  with any of the terms of this Lease,
venue  shall lie in the  Circuit  Court in Broward  County,  Florida,  or in the
Federal District Court for the Southern District of Florida. If any provision of
this Lease or the application  thereof to any person or circumstance  shall, for
any reason and to any extent, be invalid or unenforceable, the remainder of this
Lease shall remain in full force and effect.  The table of  contents,  captions,
headings and titles in this Lease are solely for  convenience  of reference  and
shall not  affect its  interpretation.  This Lease  shall be  construed  without
regard to any presumption or other rule requiring construction against the party
causing this Lease to be drafted. Each covenant, agreement,  obligation or other
provision  of this Lease on Tenant's  part to be  performed  shall be deemed and
construed as a separate and independent covenant of Tenant, not dependent on any
other  provision  of this  Lease.  All  terms  and  words  used  in this  Lease,
regardless  of the number or gender in which  they are used,  shall be deemed to
include any other number and any other gender, as the context may require.

         9. NO  PARTNERSHIP OR JOINT  VENTURE.  Nothing  contained in this Lease
will be deemed or construed to create a  partnership  or joint  venture  between
Landlord  and Tenant,  or to create any other  relationship  between the parties
other than that of Landlord and Tenant.

         10.  CAPACITY  TO  EXECUTE  LEASE.  If Tenant  is other  than a natural
person,  Tenant represents that it is legally constituted,  in good standing and
authorized  to  conduct  business  in  the  State  of  Florida.  Tenant  further
represents  that the  person who is  executing  this Lease on its behalf has the
full power and  authority  to perform  such  execution  and deliver the Lease to
Landlord,  and that upon such  execution and delivery,  the Lease shall be valid
and binding upon Tenant in accordance with its respective  terms and conditions.
To further  evidence  the  foregoing,  upon  request by  Landlord,  Tenant shall
deliver  to  Landlord  an  appropriate   corporate  or  partnership   resolution
specifying  that the signatory to the Lease has been duly  authorized to execute
same on behalf of Tenant,  and a Certificate  of Good Standing from the State of
Florida  if  Tenant  is  anything  other  than a  natural  person  or a  general
partnership.  Landlord  represents  that  it is  legally  constituted,  in  good
standing and authorized to conduct business in the State of Florida and that the
person  who is  executing  this  Lease  on its  behalf  has the full  power  and
authority to perform such  execution and deliver this Lease to Tenant,  and that
upon such

                                       25
<PAGE>

execution  and  delivery,  this Lease shall be valid and binding  upon Tenant in
accordance with its respective terms and conditions.

         11.  EXCULPATION OF LANDLORD.  Landlord's  obligations and liability to
Tenant with respect to this Lease shall be limited solely to Landlord's interest
in the Property and neither Landlord nor any officer, director or shareholder of
Landlord,  shall have any  personal  liability  whatsoever  with respect to this
Lease.

         12.  WAIVER OF TRIAL BY JURY.  IT IS  MUTUALLY  AGREED  BY AND  BETWEEN
LANDLORD AND TENANT THAT THE RESPECTIVE  PARTIES  HERETO SHALL,  AND THEY HEREBY
DO, WAIVE TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM  BROUGHT BY
EITHER OF THE PARTIES  AGAINST THE OTHER ON ANY MATTER  ARISING OUT OF OR IN ANY
WAY  CONNECTED  WITH THIS LEASE,  THE  RELATIONSHIP  OF  LANDLORD  AND TENANT OR
TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR BY ANY COURSE OF CONDUCT OR COURSE
OF DEALING.  TENANT FURTHER AGREES THAT IT SHALL NOT INTERPOSE ANY  COUNTERCLAIM
(OR COUNTERCLAIMS IN ANY SUMMARY PROCEEDING) IN ANY ACTION INITIATED BY LANDLORD
OR BASED UPON NONPAYMENT OF RENT OR OTHER PAYMENTS REQUIRED OF TENANT HEREUNER.

         13. TIME OF ESSENCE. Time is of the essence as to all matters set forth
in this Lease.

         14. ENTIRE AGREEMENT.  This Lease constitutes the entire  understanding
between the parties and shall bind the parties, their successors and assigns. No
representations,  except as herein expressly set forth, have been made by either
party to the other,  and this Lease  cannot be amended or  modified  except by a
writing signed by Landlord and Tenant.

                       [SIGNATURES CONTAINED ON NEXT PAGE]

                                       26
<PAGE>

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



                                                  
WITNESSES:                                           "LANDLORD"
(2 witness required)
                                                     FORT LAUDERDALE CROWN CENTER,
                                                     INC., a Florida corporation


______________________________________               By: __________________________________

______________________________________               Name: ________________________________

                                                     Title: _______________________________


                                                     "TENANT"

                                                     FUSION TELECOM INTERNATIONAL
                                                     a Delaware corporation

_____________________________________                By: __________________________________

_____________________________________                Name: ________________________________

                                                     Title: _______________________________

                                                               (SEAL)


                                       27
<PAGE>

                                   EXHIBIT "C"

                              ESTOPPEL CERTIFICATE

RE:  Premises:    1415 Cypress Creek Road, Fort Lauderdale, FL  33309
     Suite No:


LEASE DATED:

BETWEEN:        Fort Lauderdale Crown Center, Inc. (Landlord) and Fusion Telecom
                International (Tenant)


1.       The Lease is  presently  in full  force and  effect  and is  unmodified
         except as indicated herein, if any.

2.       Tenant      took      possession      of      the      Premises      on
         ____________________________and    has   paid   Rent    commencing   on
         _____________________________,  and all Rent due  under  the  Lease has
         been paid to________________________________.

3.       The Term of the Lease  commenced on  _____________,  and  terminates on
         _______________.

4.       Tenant has accepted  possession  of the  Premises and all  improvements
         required by the terms of the Lease to be made by Landlord, if any, have
         been completed to the  satisfaction of Tenant [exclude punch list items
         if applicable].

5.       No Rent  under the Lease has been paid more than 30 days in  advance of
         its due date.

6.       Landlord  has not  defaulted  in its  obligations  under  the  Lease to
         Tenant.

7.       Tenant, as of this date, has no charge, lien, cause of action, claim or
         right of offset against Landlord under the Lease or otherwise,  against
         Rents or other charges due or to become due under the Lease.

8.       Tenant is leasing _____rentable square feet in the Building.

9.       The present Base Rent is $________per square foot, per year.

10.      Tenant's  security  deposit is $______and  has been paid in full and to
         the best of Tenant's knowledge is presently held by Landlord.


                                            "TENANT"

                                            FUSION TELECOM INTERNATIONAL,
                                            a Delaware corporation

___________________________________         By: ________________________________

___________________________________         Name: ______________________________

                                            Title: _____________________________

                                                       (SEAL)

<PAGE>

                                   EXHIBIT "D"

                           TENANT RULES & REGULATIONS

1.       No sign,  placard,  picture,  advertisement,  name or  notice  shall be
         inscribed,  displayed,  printed,  or  affixed  on or to any part of the
         outside  or inside of the  building  without  the  written  consent  of
         Landlord  which consent shall be uniform and non-  arbitrarily  applied
         against all occupants. Landlord shall have the right to remove any such
         sign, placard, picture, advertisement, name or notice without notice to
         and at the expense of the Tenant.

2.       The  sidewalks,  halls,  passages,  exits,  entrances,   elevators  and
         stairways shall not be obstructed by any of the Tenants or used by them
         for any purpose other than for ingress and egress from their respective
         premises.

3.       Tenant shall not alter any lock or install any new or additional  locks
         without giving  Landlord keys  therefore,  except  Tenant's  vault,  or
         install any bolts on any doors or windows of the  premises  which would
         deny access to firefighters.

4.       The Toilet rooms,  urinals,  wash bowls and other apparatus not be used
         for any purpose other than that for which they were  constructed and no
         foreign  substance of any kind  whatsoever  shall be thrown therein and
         the  expense of any  breakage,  stoppage or damage  resulting  from the
         violation  of this rule  shall be borne by the  Tenant  who,  or whose,
         employees or invitees shall have caused it.

5.       Tenant  shall  not  overload  the floor of the  premises  or in any way
         deface the premises or any part thereof.

6.       No furniture  of any kind shall be brought  into the  building  without
         prior  notice to  Landlord  and all  moving the same into or out of the
         building  shall be done at such  time and in such  manner  as  Landlord
         shall reasonably designate.  Landlord shall have the right to prescribe
         the weight,  size and position of all heavy equipment  brought into the
         building and also the times and manner of moving the same in and out of
         the building.  Said heavy  objects  shall,  if considered  necessary by
         Landlord,  stand on  supports  of such  thickness  as is  necessary  to
         properly  distribute the weight.  Landlord will not be responsible  for
         loss of or damage to any such objects or property from any cause except
         its negligent willful acts or omissions and all damage caused by Tenant
         to the  building  by moving  or  maintaining  any such  object or other
         property shall be repaired at the Tenant's expense.

7.       Tenant  shall  not use,  keep or  permit to be used or kept any foul or
         noxious  gas or  substance  in the  premises,  or permit or suffer  the
         premises to be occupied or used in a manner  offensive or objectionable
         to the Landlord or other  occupants of the building by reason of noise,
         odors and/or vibrations,  or interfere in any way with other Tenants or
         those  having  business  therein,  nor  shall any  animals  or birds be
         brought in or kept in or about the premises or the building.

8.       No cooking  shall be done or permitted by Tenant on the  premises,  nor
         shall the premises be used for the storage of merchandise,  for washing
         clothes,  for lodging,  or for any improper,  objectionable  or immoral
         purposes.

9.       Tenant  shall  not use or  keep in the  premises  or the  building  any
         kerosene,  gasoline or inflammable or combustible fluid or material, or
         use any method of heating or air conditioning  other than that supplied
         by Landlord.

<PAGE>

                                   EXHIBIT "D"

                           TENANT RULES & REGULATIONS

10.      No boring or cutting for  telephone,  telegraph  or  computer  terminal
         wires will be allowed  without the reasonable  consent of the Landlord.
         The  location  of  telephones,  call boxes and other  office  equipment
         affixed to the premises shall be subject to the reasonable  approval of
         Landlord.

11.      On Saturdays, Sundays and legal holidays, and on other days between the
         hours of 6:00  p.m.  and 8:00 a.m.  the  following  day,  access to the
         building,  or to the halls,  corridors,  elevators  or stairways in the
         building, or to the premises,  may be refused unless the person seeking
         access is known to the person or employee of the building in charge and
         has a pass or is properly identified.  The Landlord shall in no case be
         liable for  damages for any error with  regard to the  admission  to or
         exclusion  from the building of any person.  In case of invasion,  mob,
         riot, public  excitement or other commotion,  the Landlord reserves the
         right to prevent access to the building  during the  continuance of the
         same by  closing  of the  doors or  otherwise,  for the  safety  of the
         Tenants and  protection  or property in the  building  and the building
         itself.

12.      Landlord  reserves  the right to exclude or expel from the building any
         person who, in the judgment of Landlord,  is  intoxicated  or under the
         influence of liquor or drugs,  or who shall in any manner do any act in
         violation of any of the rules and regulations of the building.

13.      No vending machines or machines of any description  shall be installed,
         maintained or operated upon the premises without the written consent of
         the Landlord  which consent is herein  granted  Tenant within  Tenant's
         demised  for the  exclusive  use of  Tenant's  employees  and  business
         invitees.

14.      Landlord  shall  have the right to change  the  street  address  of the
         building which the premises are a part upon giving a reasonable notice.

15.      Tenant  shall not  disturb,  solicit or  canvass  any  occupant  of the
         building and shall cooperate to prevent same.

16.      Without the written consent of Landlord,  Tenant shall not use the name
         of the Building in connection  with or in promoting or advertising  the
         Tenant's business, except as part of Tenant's address.

17.      All  entrance  doors  in the  premises  shall be left  locked  when the
         premises  are not in use,  and all doors  opening  to public  corridors
         shall be kept  closed  except for normal  ingress  and egress  from the
         premises.

18.      Landlord shall furnish parking  facilities near the building for use by
         Tenant.  Tenant's employees,  agents,  guests, or invites, but Landlord
         does not guarantee the  availability of parking spaces.  The driveways,
         entrances and exits upon, into and from such parking areas shall not be
         obstructed by Tenant,  Tenant's employees,  agents, guests, or invitees
         provided  however  Landlord  shall not be  responsible  or  liable  for
         failure of any person to observe  this rule.  Tenant and its  employees
         shall not park in spaces designated for visitor parking.

19.      Tenants shall execute such estoppel certificates to confirm the term of
         Tenant's  lease;  renewal  options;  rent  paid;  occupancy  acceptance
         subject only to minor punch-list items;  obligations to pay rent, etc.,
         as may from time to time may be reasonably requested by Landlord.

<PAGE>

20.      The Landlord  reserves  the right to make such other and further  rules
         and  regulations as in its reasonable  judgment may, from time to time,
         be needed for the proper operations and cleanliness of the premises and
         for the preservation of good order therein.

                                   EXHIBIT "E"

                      LIST OF PLANS AND SPECIFICATIONS FOR
                         LEASEHOLD IMPROVEMENTS BUILDOUT
                                       AND
                             LANDLORD'S WORK OUTLINE

The following outline represents the extent of Landlord's responsibility for the
Construction  of the  Tenant  improvements  for the Leased  Premises.  The lease
premise,  located at 1415 Cypress Creek Road,  2nd floor,  is more  particularly
illustrated  on Drawing # A-1 of "Ritter  Architecture,  Inc",  dated August 23,
1999,  "hereinafter  EXHIBIT A". The following is meant to outline the intent of
the parties; however, the obligations regarding the Construction improvements to
be made by the Landlord shall be those  indicated on the final working  drawings
to be prepared by the designated Project Architect. Providing that said drawings
generally conform to that contained  herein,  the parties shall sign off on same
plans  within  seventy  two (72) hours of receipt  thereof  acknowledging  their
approval;  or otherwise note any changes or  discrepancies  on same plans within
same time period.  In order to avoid any substantial  discrepancies on the Final
working  drawings,  the parties shall meet together with the designated  Project
Architect to input the  necessary  information  for the  preparation  of a final
floor plan layout. After receipt of same (floor plan), the parties shall provide
in writing their consent to said plan (layout or otherwise provide  notification
of any  discrepancies,  errors or  omissions no later than 48 hours from receipt
thereof.  Following  receipt of approval of the floor plan,  preparation  of the
working drawings shall immediately commence.

The parties to this  Agreement  acknowledge  that "TIME IS OF THE ESSENCE",  and
shall  cooperate with one another to expedite all phases of the work from design
/ permit to Construction / Completion.

Landlord shall provide rest room  facilities in compliance with the City of Fort
Lauderdale code requirements  within the Building common areas, and generally in
the area indicated on the attached "EXHIBIT A".

Landlord's work shall consist of the following items:

1.   Demolition: All required demolition of any existing work or improvements to
     accommodate the proposed Tenant build out.

2.   Plans and Permits:  Provided by Landlord.  Notwithstanding  anything to the
     contrary herein, all work required to meet the requirements of the Building
     Department and related Governing  Agencies,  shall be the responsibility of
     the Landlord.

3.   Plumbing:  ADA code compliant  bathrooms to be provided in building  common
     area in accordance with City of Ft. Lauderdale requirements.

4.   Site: New Entry walk way and Architectural canopy overhang to be provide by
     Landlord at West elevation of Building.

5.   Building:  Landlord  shall provide all work to the building  shell to allow
     for new window wall  construction  along the west elevation of the building
     which shall accommodate full width  fenestration at the executive  offices,
     all as indicated on the attached "EXHIBIT A".

6.   Hardware:  All door  hardware  shall be lever type and  conforming to "ADA"
     requirements.  Hardware  shall be  commercial  grade  with  "626"  (brushed
     chrome) finish.

<PAGE>

7.   Doors:  All doors shall be 1-3/4 inch thick solid core wood - paint  grade.
     Doors shall be 7'0" high and unless noted otherwise, 36" wide.

8.   Walls: All interior partitions shall be constructed from 3-5/8" metal studs
     with 1/2"  drywall on both sides.  All walls shall  receive  paint  finish.
     Walls  shall  receive  latex  finish,  and all wood work  (doors,  frames &
     casings) to receive semi gloss / oil base finish.

9.   Insulation.  "Executive  offices" and "Conference Rooms" shall receive R-11
     thermal insulation for sound  attenuation.  All new Tenant separation walls
     shall likewise receive R-11 thermal insulation for sound attenuation.

10.  Ceilings: All new 2 x 4 suspended acoustical tile ceiling system.

11.  Flooring:  Where designated on the attached room finish schedule  ("EXHIBIT
     B"), VCT flooring shall be 1/8" commercial  grade 12" x 12" vinyl composite
     tiles. Where carpet is designated on finish schedule, same shall be a 28-32
     oz. commercial grade, glue down application, level loop nylon carpet.

12.  Cabinetry:  Cabinetry,  built in and  modular  furniture  to be provided by
     Tenant.

13.  Entry:  Landlord  to provide new double  storefront  entry door at the east
     entry to the space.

14.  HVAC:  Landlord to provide complete air conditioning  systems conforming to
     the intended use.

15.  Fire Alarm:  Landlord shall make all required  modifications to suit Tenant
     layout and meet all code requirements.

16.  Electrical: Landlord to provide complete electrical and lighting systems to
     suit Tenant layout  including use of 2 x 4 prismatic lens lay in commercial
     lighting fixtures, exit and emergency lighting, phone and computer outlets,
     duplex receptacles,  light switching, connect A.C. equipment. Include power
     supply to feed modular furniture  stations.  Power to the modular furniture
     units shall be provided by way of Power poles,  supplied form ceiling area.
     Power poles shall be  provided  for  groupings  of  stations  only.  Tenant
     supplied  modular  units shall include  internal  raceway  provisions  ("UL
     Approved").

17.  General: All dimensions on plan ("EXHIBIT "A") are approximate and shall be
     subject to final field  measurements.  Architect shall field measure before
     production of floor plans.  Prior to Architect's  preparation of the "final
     working  drawings",  a floor plan layout  shall be  submitted to Tenant and
     Landlord for approval; which approval shall be made within two (2) business
     days from receipt thereof,  or alternatively  provide written notice of any
     discrepancies.  Following  preparation of the final working drawings by the
     project Architect, such final working drawings shall be submitted to Tenant
     and  Landlord for  approval;  which  approval  shall be made within two (2)
     business days from receipt thereof, or alternatively provide written notice
     of any discrepancies. The parties agree and acknowledge that the floor plan
     to  be  prepared  by  the  Architect  shall  accommodate  leaving  existing
     mechanical chases and electrical equipment room at their current locations.

18.  Exclusions:  The following items are specifically  excluded from Landlord's
     scope of  work:  "FFE"  (Furniture,  fixtures  and  equipment),  Sound  and
     Security  systems,  Telephone  and  Computer  systems  and  wiring,  window
     coverings, identification systems.

Crown Center - "FUSION"                                        September 3, 1999

Landlord's Work Outline

<PAGE>

                                  CROWN CENTER
                                TENANT'S RECEIPT


Receipt is hereby acknowledged by Landlord of the total sum of _________________

and ____________________Dollars  ($______), which represents  payment by  Tenant

of the following:

1.   $ ____      First month's Base Rent.

2.   $ ____      First month's Additional Rent.

3.   $ ____      First month's Base Rent and Additional Rent Sales Tax.

4.   $ ____      Security Deposit.

     $     TOTAL
===========


DATED this _____ day of __________, 1999.


                                    LANDLORD:

                                    FORT LAUDERDALE CROWN CENTER, INC.

                                    BY ITS AGENT:


                                    By: _____________________________________

<PAGE>

                     AMENDMENT NUMBER ONE TO LEASE AGREEMENT

         THIS AMENDMENT  NUMBER ONE TO LEASE  AGREEMENT  (this  "Amendment")  is
entered into this 10th day of  December,  1999  between  FORT  LAUDERDALE  CROWN
CENTER,  INC., a Florida  corporation,  as landlord (the  "Landlord") and FUSION
TELECOM  INTERNATIONAL,  a Delaware corporation,  as tenant (the "Tenant"),  and
hereby amends that certain Lease Agreement  dated October  ______,  1999 between
the Landlord and Tenant (the "Lease")  concerning  the lease of Suite 220 in the
building  known as Crown  Center,  1475  Cypress  Creek Road,  Fort  Lauderdale,
Florida 33309 (the "Premises").

                                   AGREEMENT:

         The parties hereto,  for good and valuable  consideration,  the receipt
and sufficiency which is hereby acknowledged, hereby amend the Lease as follows:

         1. SECURITY/DAMAGE  DEPOSIT.  Article IV of the Lease  (Security/Damage
Deposit is hereby  amended by adding the following  paragraph to the end of said
Article IV:

                  "If Landlord  receives notice from the issuer of the letter of
         credit  provided  by Tenant at the  commencement  of the Lease,  or any
         substitute letter of credit provided by Tenant thereafter in accordance
         with this  Article  IV  (hereinafter  collectively  referred  to as the
         "Letter of  Credit"),  that the Letter of Credit is not being  renewed,
         then  Landlord  shall  send a copy of such  notice to the  Tenant,  and
         Tenant shall be obligated, within ten (10) days thereafter, to obtain a
         substitute  Letter  of  Credit,   issued  by  a  financial  institution
         reasonably  acceptable to the Landlord and in a form  comparable to the
         Letter  of  Credit  which  is not  being  renewed;  provided,  however,
         notwithstanding  any other time table contained in this paragraph,  the
         substitute  Letter of Credit must be received by the  Landlord no later
         than thirty (30) days prior to the expiration  date of the then current
         Letter of Credit. If the substitute Letter of Credit is not received by
         the thirtieth  (30th) day prior to the then applicable  expiration date
         of the current Letter of Credit, then the Landlord shall have the right
         to draw upon the Letter of Credit for the full  amount of the Letter of
         Credit.  All such amounts drawn shall be held in  non-interest  bearing
         account and may be co-mingled with other security  deposits or funds of
         Landlord.  Such amounts  shall be used by the  Landlord  solely for the
         purposes set forth in the first paragraph of this Article IV.

                  The  original  Letter  of  Credit  provided  by the  Tenant as
         required by the Lease  contains an  expiration  date of four years from
         the date of its issuance.  Tenant shall be required to provide Landlord
         with an amendment of such Letter of Credit which renews same for a term
         ending no earlier then, or a substitute  Letter of Credit,  issued by a
         financial  institution  reasonably acceptable to Landlord and in a form
         comparable to the original  Letter of Credit with an expiration date no
         earlier than,  sixty (60) days after the Expiration  Date of the Lease,
         by no later than the thirtieth  (30th) day prior to the expiration date
         of the  original  Letter of Credit.  It Tenant  does not  provide  such
         amendment or new Letter of Credit on or before the thirtieth (30th) day
         prior to the expiration date of the original Letter of Credit, Landlord
         shall be entitled to draw upon the current Letter of Credit in the full
         amount of the Letter of Credit and shall  deposit  the  proceeds of the
         draw into a non-interest bearing account, as set forth in this Article,
         subject to the terms and conditions of this Article. Such amounts shall
         be used by the Landlord  solely for the purposes set forth in the first
         paragraph of this Article IV.

                  In the event  that the  Landlord  has drawn upon the Letter of
         Credit pursuant to either of the two (2) preceding paragraphs, Landlord
         shall return the proceeds thereof to Tenant upon Landlord's  receipt of
         a new  Letter of Credit  which  complies  with the  provisions  of this
         Article IV.

<PAGE>

                  Regardless  of  whether  or not  Landlord  has drawn  upon the
         Letter of Credit,  Landlord  agrees that the Letter of Credit  shall be
         reduced,  or that a portion of the monies  drawn by Landlord  under the
         Letter of Credit,  shall be released to Tenant  upon  Tenant's  written
         request provided that Tenant is not then in default under any provision
         of the  Lease,  such  that the  amount  of the  Letter of Credit or the
         proceeds  drawn  thereunder,  as the  last  may be,  being  held by the
         Landlord  after such  reduction  or  release is equal to the  following
         amounts  at the  times  indicated:  (i)  $150,000.00  at the end of the
         fourth (4th) lease year; (ii) $100,000.00 at the end of the fifth (5th)
         lease year;  and (iii)  $50,000.00  at the end of the sixth (6th) lease
         year."

         2.  ADDITIONAL  EVENT OF DEFAULT.  Article XVI of the Lease  (Events of
Default is hereby  amended by adding the  following  paragraphs  to said Article
XVI.

                  "G. Tenant shall fail to provide any substitute or replacement
                  Letter of Credit at the times  required  by  Article IV of the
                  Lease,  as  amended by  Section I of  Amendment  Number One to
                  Lease Agreement,  which failure continues for a period of five
                  (5)  days  after  written  notice  thereof  from  Landlord  to
                  Tenant."

         3. NO OTHER MODIFICATIONS:  RATIFICATIONS AND CONFIRMATION OF LEASE. No
other  modification,  except as expressly set forth herein, is being made to the
Lease,  and all other terms and conditions of the Lease are hereby  ratified and
confirmed, as amended hereby, by the parties hereto.

         4. COUNTERPARTS: FACSIMILE SIGNATURE. This Amendment may be executed in
multiple counterparts,  which, when taken together, shall constitute one and the
same  instrument.  This Amendment may be executed by facsimile  signature or the
parties, which facsimile signature shall constitute originals for all purposes.

         5. EFFECTIVE  DATE. The effective date (the  "Effective  Date") of this
Amendment is the date upon which this Amendment is signed by the Landlord.

         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date and year first above written.

WITNESES:                                    "LANDLORD"
(2 witnesses required)
                                             FORT LAUDERDALE CROWN CENTER,
                                             INC., a Florida corporation

________________________________             By: _______________________________
Print Name:_____________________             Name:______________________________
                                             Title :____________________________
________________________________             Date Signed:_______________________
Print Name:_____________________

                                             "TENANT"

                                             FUSION TELECOM INTERNATIONAL,
                                             a Delaware corporation

________________________________             By:________________________________
Print Name:_____________________             Name:______________________________
                                             Title: ____________________________
________________________________             Date Signed:_______________________
Print Name:_____________________
                                                  (SEAL)

<PAGE>

                             EXHIBIT 10.10 AMENDMENT

                       SECOND AMENDMENT TO LEASE AGREEMENT

         THIS SECOND  AMENDEMENT TO LEASE AGREEMENT (this "Second  Amendment" is
entered into this 24th day of April,  2003 between FORT LAUDERDALE CROWN CENTER,
INC., a Florida corporation, and FUSION TELECOMMUNICATIONS INTERNATIONAL,  INC.,
a Delaware corporation (the "Tenant").

         WHEREAS,  Landlord and Tenant entered into that certain Lease Agreement
dated on or about  October,  1999  concerning  the  leasing  of Suite 220 in the
building  known as Crown  Center,  located  at 1475  Cypress  Creek  Road , Fort
Lauderdale, Florida 33309 (the "Premises"), as amended by that certain Amendment
Number One to Lease Agreement  ("First  Amendment")  between Landlord and Tenant
dated December 10, 1999 (collectively, the "Lease"); and

         WHEREAS,  pursuant  to  the  Lease,  Tenant  provided  Landlord  with a
security deposit in the amount of $35,442.76  ("Security  Deposit") and a letter
of credit in the amount of $250,000  ("Letter  of  Credit")  issued by the Chase
Manhattan Bank ("Bank"); and

         WHEREAS,  the parties  acknowledge and agree that Tenant's  account was
past due and delinquent under the Lease for its failure to pay Landlord the Base
Rent and Additional  Rent (as defined in the Lease,  hereinafter  referred to as
"Rent") for the months of December 2002, January 2003, and February 2003; and

         WHEREAS,  Landlord  applied  $30,000 of the  Security  Deposit  against
Tenant's obligations for Rent for the months of December 2002, January 2003, and
February 2003 ("First  Security Deposit  Application"),  and except as otherwise
set forth in this Second Amendment, Tenant's account is current for such months;
and

         WHEREAS, Landlord and Tenant desire to enter into this Second Amendment
in order to set forth  Tenant's  method of payment for certain Rent payments due
under the Lease and otherwise modify the Lease as hereinafter detailed.

         NOW  THEREFORE,  in  consideration  of the mutual  covenants  contained
herein, and other good and valuable  consideration,  the parties hereto agree as
follows:

         1. RECITATIONS.  The foregoing recitations of fact are true and correct
and are incorporated herein by this reference.

         2. RENT PAYMENTS.  From March through May, 2003, the parties agree that
Tenant's  payments of Rent due under the Lease shall be accomplished as follows:
For March 2003,  Landlord  shall apply $5,000 of the Security  Deposit  ("Second
Security  Deposit  Application")  and apply the sum of $5,679.83  from a $35,000
draw  against  Tenant's  Letter of Credit  ("LC  Draw")  against  Tenant's  Rent
obligation for such month. Landlord's LC Draw will occur simultaneously upon the
execution of this Second  Amendment,  and Tenant will take all necessary actions
with the Bank in  connection  therewith to provide  Landlord  with all necessary
documentation  with which to  complete  the LC Draw.  Landlord  shall  apply the
remaining  $29,320.17  proceeds of the LC Draw against Tenant's Rent obligations
as follows: (a) $1,359.64 due for the increased CAM charges, including sales tax
thereon,   for  January  and  February   2003,   (b)   $2,254.00  for  2002  CAM
reconciliation,  including  sales tax  thereon,  (c) late fees for  October  and
November, 2002 in the amount of $997.67 (the negotiated amount agreed to between
Landlord  and  Tenant),  (d)  $20,633.30  representing  Tenant's  Base  Rent and
Additional Rent  obligations,  including sales tax thereon,  for April 2003, and
(e) $4,075.56  representing a portion of Tenant's Rent obligations for May 2003.
Tenant shall pay Landlord the remainder of its Rent  obligations for May 2003 on
or prior to the tenth (10th) day of such month.  Tenant  agrees that  commencing
June 1,  2003,  Tenant  shall  continue  to  timely  pay  Landlord  its  monthly
installments of Rent in accordance with the terms and conditions of the Lease.

         3.  RESTORATION  OF SECURITY  DEPOSIT.  On or about April 25, 2004 ("LC
Draw  Date"),  Landlord  shall  draw upon the  Letter of Credit in the amount of
$35,000.00 ("Second LC Draw") as restoration of the Security Deposit to such sum
prior to the Landlord's First and Second

<PAGE>

Security Deposit  Applications  ("Security Deposit  Restoration").  Tenant shall
take all  necessary  actions  with the Bank in  connection  therewith to provide
Landlord with all necessary  documentation  with which to complete the Second LC
Draw. If at anytime prior to the LC Draw Date,  Landlord  receives notice of any
kind  that the  Letter  of Credit  is not  being  renewed,  or if  Tenant  shall
otherwise be in default under the Lease beyond any applicable cure period, then,
in addition to any other right or remedy  provided under the Lease, at law or in
equity, Landlord shall be entitled to immediately draw upon the Letter of Credit
and apply a portion of such proceeds against the Security  Deposit  Restoration.
Notwithstanding  such  application,  Landlord  shall be  entitled  to pursue any
remedies  against Tenant under the Lease,  at law or in equity,  for any and all
outstanding  sums then owed to  Landlord  under the Lease.  In the event  Tenant
fails to pay Landlord any payments of its Rent as provided herein,  or if Tenant
shall  otherwise  be in  default  under  the  Lease as  amended  or this  Second
Amendment,  Landlord  shall be entitled to avail  itself of any and all remedies
available to it under the Lease, this Second Amendment,  or at law or in equity.
Except as expressly  set forth in this Second  Amendment,  nothing  herein shall
affect any of Tenant's  obligations under the Lease including its obligations to
pay  Landlord  Base Rent and  Additional  Rent for each  month of the Lease Term
pursuant to the terms and conditions of the Lease, as amended.

         4.  SUBLEASE.  Landlord  agrees  that  notwithstanding  anything to the
contrary contained in Article XII, Section 1 of the Lease, Tenant shall have the
right to sublease the Premises,  upon Landlord's  prior written  consent,  which
shall not be  unreasonably  withheld or  conditioned,  so long as such  proposed
sublessee  has in  Landlord's  reasonable  discretion:  (a) a  strong  financial
background; (b) substantial experience in the reputable business that it will be
conducting  at the  Premises;  and (c) a use that is  compatible  with the other
tenants of the Building and which does not violate any exclusive use  provisions
then existing in other leases of the Building.

         5. NO OTHER MODIFICATIONS. Except as expressly set forth herein, all of
the terms and  conditions of the Lease,  as amended,  shall remain in full force
and effect and shall apply to this Second Amendment.

         6. OTHER AGREEMENTS. This Second Amendment, together with the Lease and
the First Amendment, is the complete agreement of the parties and supersedes all
prior  agreements  and   representations   concerning  the  Lease.  Any  further
amendments to the Lease must be in writing and signed by both parties.

         7. NO LANDLORD  DEFAULTS/RELEASE.  Tenant acknowledges that Landlord is
not in default of any of the terms or  conditions of the Lease,  as amended,  as
the date of this Second Amendment and knows of no facts which, given the passage
of time, would  constitute a default by Landlord under the Lease.  Tenant herein
releases  Landlord  from any and all  monetary or other  claims  Tenant may have
against Landlord pursuant to the Lease for any past  reconciliation of Operating
Expenses,  prior  to the  date of this  Second  Amendment  and  agrees  never to
challenge  same without the written  consent of the  Landlord,  except as to any
reconciliation  of the current calendar year's Operating  Expenses,  and only as
such reconciliation may be handled in accordance with the terms of the Lease.

         8. DEFAULTS. Any default under the Lease, as amended, shall be deemed a
default  under  this  Second  Amendment,  and  any  default  under  this  Second
Amendment, shall be deemed a default under the Lease, as amended.

         9. DUE AUTHORIZATION.  The person or persons executing this document on
behalf of Landlord and Tenant each, respectively,  certify and warrant that they
are duly  authorized  to execute  this  Second  Amendment  and that this  Second
Amendment is a valid, binding and enforceable agreement on such party.

         10.  DEFINITIONS.  All  capitalized  terms  contained  in  this  Second
Amendment shall have the meaning  ascribed to them in the Lease unless otherwise
defined herein.

<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
date and year first above written.

WITNESS:                                   "LANDLORD:"
(2 witnesses required)
                                           FORT LAUDERDALE CROWN CENTER,
                                           INC., a Florida corporation

________________________________           By:    ______________________________
Print Name: ____________________           Name:  ______________________________
                                           Title: ______________________________

________________________________
Print Name:  ___________________

                                           "TENANT"

                                           FUSION TELECOMMUNICATIONS
                                           INTERNATIONAL, a Delaware corporation

________________________________           By:    ______________________________
Print Name:  ___________________           Name:  ______________________________
                                           Title: ______________________________

________________________________
Print Name:  ___________________

                                                    SEAL)

<PAGE>

                             EXHIBIT 10.10 AMENDMENT

                       THIRD AMENDMENT TO LEASE AGREEMENT

         THIS THIRD AMENDEMENT TO LEASE AGREEMENT (the "Amendment") is dated the
28th day of April,  2004 between FORT LAUDERDALE  CROWN CENTER,  INC., a Florida
corporation    (hereinafter    referred   to   as    "Landlord")    and   FUSION
TELECOMMUNICATIONS  INTERNATIONAL,  INC.,  a Delaware  corporation  (hereinafter
referred to as "Tenant").

                              W I T N E S S E T H:

         WHEREAS,  Landlord and Tenant entered into that certain Lease Agreement
dated on or about October,  1999 (the "Original Lease") for approximately 13,502
rentable square feet (the "Original Premises") located on the second (2nd) floor
in Suite 220 of that certain  building known as "Crown  Center"  located at 1475
Cypress Creek Road , Fort Lauderdale,  Florida 33309 (the "Original  Building");
and

         WHEREAS,  the Original Lease was amended by: (i) that certain Amendment
Number One to Lease  Agreement  Dated December 19, 1999 (the "First  Amendment")
and (ii) that certain Second  Amendment to Lease  Agreement dated April 24, 2003
(the "Second Amendment"); and

         WHEREAS,  the Original Lease was amended by the First Amendment and the
Second Amendment shall be collectively  hereinafter  referred to as the "Lease";
and

         WHEREAS,  Tenant  desires to relocate the Original  Premises to certain
premises  in the  "Crown  Center"  located  at 1475  Cypress  Creek  Road,  Fort
Lauderdale,  Florida 33309 (the "Relocated Building")  containing  approximately
9,716 rentable square feet located on the second (2nd) floor in Suite 204 of the
Relocated Building (the "Relocated  Premises") and Landlord desires Tenant to so
relocate the Original Premises; and

         WHEREAS,  in connection  with the relocation of the Original  Premises,
Tenant  desires to  thereafter  extend the Term of the Lease for a term of sixty
(60)  months  commencing  on the  "Relocated  Premises  Commencement  Date"  (as
hereinafter defined); and

         WHEREAS,  in connection with the foregoing,  Landlord and Tenant desire
to amend the Lease as hereinafter set forth.

         NOW,  THEREFORE,  for and in consideration of the sum of Ten and 00/100
Dollars  ($10.00)  and other good and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, do hereby agree as follows:

         1. The foregoing  recitations are true and correct and are incorporated
herein by this reference.

         2. In the event of any conflict between the provisions of the Lease and
the  provisions  of this  Amendment,  the  provisions  of this  Amendment  shall
control.  The initial  capitalized terms used herein shall have the same meaning
given such terms in the Lease,  unless  otherwise  defined  herein or unless the
context otherwise indicates.

         3. Effective as of the Relocated Premises  Commencement Date,  Landlord
hereby  leases to Tenant and Tenant  hereby  leases from  Landlord the Relocated
Premises, as such Relocated Premises are more particularly described on Schedule
"1"  attached  hereto  and made a part  hereof.  From and  after  the  Relocated
Premises  Commencement  Date,  all  references  in the  Lease to the  "Premises"
(including,  without  limitation,  all references to rentable square feet of the
"Premises")  shall mean the  Relocated  Premises and all the  references  in the
Lease to the "Building"  (including,  without limitation,  all references to the
rentable square feet of the "Building")  shall mean the Relocated  Building.  As
used herein,  the term " Relocated  Premises  Commencement  Date" shall mean the
tenth (10th) day following the date on which  Landlord

<PAGE>

shall  provide  Tenant with  written  notice  that  Landlord  has  substantially
completed the "Work" as more particularly  described and defined on Schedule "2"
attached hereto and made a part hereof.  Effective as of the Relocated  Premises
Commencement  Date,  Exhibit "A" to the Lease is hereby  deleted in its entirety
and  Schedule "1" attached  hereto and made a part hereof  shall  thereafter  be
deemed,  for all  purposes,  Exhibit "A" to the Lease.  In  connection  with the
foregoing,  as an accommodation to Tenant,  Landlord  estimates,  in good faith,
that the Relocated  Premises  Commencement  Date shall occur on or about May 24,
2004; provided,  however, that Tenant expressly acknowledges and agrees that the
foregoing  is merely an estimate  only and not a  representation  or warranty by
Landlord in any manner  whatsoever  and Landlord is providing such estimate with
respect to the Relocated  Premises  Commencement Date solely as an accommodation
to Tenant and, as such,  Tenant is  expressly  acknowledging  that Tenant is not
relying on Landlord's  estimate of the Relocated Premises  Commencement Date and
that Landlord  shall have no liability and that Landlord shall not be in default
under the Lease in the event the Relocated Premises  Commencement Date shall not
occur on or about May 24, 2004.

         4. Except as otherwise  set forth  herein,  on the  Relocated  Premises
Commencement  Date  all of the  terms  and  provisions  of the  Lease  shall  be
applicable to the Relocated  Premises.  Landlord agrees to deliver the Relocated
Premises to Tenant on the Relocated Premises  Commencement Date (or such earlier
date as the parties may agree) with the Work set forth on Schedule  "2" attached
hereto substantially completed. Except to the extent of the Work as set forth on
Schedule "2", Landlord shall deliver possession of the Relocated Premises in its
"as-is" condition,  without warranty,  express or implied.  Notwithstanding  any
provision to the contrary contained herein,  Tenant acknowledges and agrees that
Tenant  shall be  solely  responsible  for all costs and  expenses  incurred  in
connection  with the  performance  of all the items of work not  included in the
description  of the Work on Schedule "2" (the  "Tenant's  Work").  In connection
with the performance of any Tenant's Work,  Tenant may use Florida  licensed and
insured subcontractors reasonably approved by Landlord.

         5.  Effective  as of the  Relocated  Premises  Commencement  Date  (and
subject to the terms and conditions of this Amendment),  the Lease,  solely with
respect to the  Original  Premises,  shall be  terminated,  cancelled  and of no
further force or effect. In the event Tenant shall not have vacated the Original
Premises on or after the Relocated Premises  Commencement Date, then, commencing
on the  Relocated  Premises  Commencement  Date  (at  Landlord's  option  and in
addition  to all  rights and  remedies  which  Landlord  shall have at law or in
equity) and in addition  to the Base Rent,  Additional  Rent and all other costs
and charges due from Tenant to Landlord with respect to the Relocated  Premises,
Tenant shall pay Landlord  "holdover" rent with respect to the Original Premises
(in accordance with the terms and conditions of Article XVI,  Paragraph 3 of the
Lease)  until such time that Tenant  shall  surrender  and deliver the  Original
Premises to Landlord in the  condition  required by the terms and  provisions of
the Lease.

         6. On the Relocated Premises Commencement Date, Tenant acknowledges and
agrees that  Tenant  shall  surrender  and deliver  possession  of the  Original
Premises to Landlord in the  condition  required by the terms and  provisions of
the Lease.  Tenant  agrees that it shall be  obligated  to pay all Base Rent and
Additional  Rent  under  the  Lease  (as  modified  herein  including,   without
limitation,  the  modifications  set forth in  Paragraphs  12 and 14 below) with
respect  to the  Original  Premises  for  the  period  up to and  including  the
Relocated  Premises  Commencement  Date.  Tenant  acknowledges  and agrees  that
Tenant's  failure to vacate and deliver  possession of the Original  Premises on
the Relocated  Premises  Commencement Date to Landlord in the condition required
pursuant to the Lease shall be a default under the Lease.

         7. Effective as of the Effective Date of this  Amendment,  Tenant shall
have the  right to reduce  the  $250,000.00  letter  of  credit  issued by Chase
Manhattan  Bank as  part of the  security  deposit  under  the  Lease  (as  more
particularly  described in Article IV of the Lease) to a  $150,000.00  letter of
credit (issued by a financial institution  reasonably acceptable to Landlord and
in a form reasonably accepted to Landlord).  Upon Landlord's reasonable approval
of such $150,000.00 letter of credit, Tenant may cause the $250,000.00 letter of
credit to be cancelled and, thereafter,  such $150,000.00 letter of credit shall
be substituted in place thereof. In addition to the foregoing,  on June 30, 2004
and  provided  that  Tenant  shall  not then be in  default  under the terms and
provisions of the Lease beyond applicable  notice and cure period,  Tenant shall
have the right to reduce the $150,000.00 letter of credit to a $50,000.00 letter
of credit (issued by a financial  institution  reasonably acceptable to Landlord
and in a form reasonably  acceptable to Landlord).  Upon  Landlord's  reasonable
approval of such $50,000.00  letter of credit,  Tenant may

<PAGE>

cause the $150,000.00 letter of credit to be cancelled and, thereafter: (a) such
$50,000.00  letter of credit  shall be  substituted  in place  thereof and shall
serve as security for the full  performance  and observance by Tenant of all the
terms,  covenants  and  conditions  of the Lease with  respect to the  Relocated
Premises;  and (b) Paragraph 3 of the Second  Amendment  shall be deleted in its
entirety  and  shall  be of no  further  force or  effect.  In  addition  to the
foregoing,  on June 30, 2007 and  provided  Tenant  shall not then be in default
under the terms and  provisions of the Lease beyond  applicable  notice and cure
period, Tenant shall have the right to reduce the $50,000.00 letter of credit to
a  $10,000.00  letter of credit  (issued by a financial  institution  reasonably
acceptable to Landlord and in a form  reasonably  acceptable to Landlord).  Upon
Landlord's  reasonable approval of such $10,000.00 letter of credit,  Tenant may
cause the  $50,000.00  letter of credit to be cancelled  and,  thereafter,  such
$10,000.00 letter of credit shall be substituted in place thereof.

         8. Effective as of the Relocated Premises  Commencement Date,  Landlord
and Tenant hereby  release and forever  discharge  each other,  including  their
respective officers, directors, employees, representatives, agents, contractors,
subsidiaries,  affiliates,  heirs,  personal  representatives,   successors  and
assigns,  from any and all  manner of action  and  actions,  cause and causes of
action,  suits,  debts,  sums  of  money,   accounts,   reckonings,   covenants,
warranties,  obligations,  agreements,  contracts, promises, damages, claims and
demands whatsoever, in law or in equity, which either party ever had, now has or
may have in the future, which any personal  representative,  successor,  heir or
assign of either party  hereafter can, shall or may have against the other party
(whether known or unknown as of the date hereof),  accruing or arising, directly
or  indirectly,  in whole or in part,  for, upon, or by reason of the Lease with
respect to the Original  Premises,  except: (i) Landlord does not release Tenant
from its obligations under this Amendment regarding the Original Premises, which
obligations  shall survive the Relocated  Premises  Commencement  Date; and (ii)
neither party releases the other from any indemnities  and/or  obligations under
the Lease with respect to the Original Premises as to matters occurring prior to
the Relocated  Premises  Commencement  Date,  which  obligations and indemnities
shall survive the Relocated Premises Commencement Date pursuant to the terms and
conditions  of the Lease.  Notwithstanding  anything to the  contrary  contained
herein, Tenant expressly  acknowledges and agrees that, subject to the terms and
conditions of Paragraph 7 above,  nothing contained in this Paragraph 8 shall be
deemed to waive,  release or modify Paragraph 3 of the Second  Amendment,  which
Paragraph 3 Tenant  hereby  expressly  reaffirms  and  ratifies as being in full
force and  effect  and which  shall  survive  the  occurrence  of the  Relocated
Premises Commencement Date.

         9. Commencing on the Relocated Premises  Commencement Date, the Term of
the Lease  shall be extended  for a period of sixty (60)  months (the  "Extended
Term"),  and shall thereafter  expire at midnight (Eastern Standard Time) on the
date  which  is the  last day of the  fifth  (5th)  Lease  Year  (the  "Extended
Expiration  Date") and all references in the Lease to the Expiration Date of the
Term of the Lease shall hereafter be deemed to refer to the Extended  Expiration
Date  unless the Tenant has timely and validly  exercised  the Option  Term,  in
which case all references to the Expiration  Date of the Term of the Lease shall
mean the date of the  expiration of the Option Term, or such earlier date as may
otherwise be provided in the Lease.

         10. Effective as of the Relocated  Premises  Commencement Date, Article
I,  Paragraph 3 of the Lease is hereby deleted in its entirety and the following
shall be inserted in lieu thereof:

         "FOLLOWING THE  EXPIRATION OF THE EXTENDED TERM,  PROVIDED IN ALL CASES
         THAT TENANT IS NOT THEN IN DEFAULT  HEREUNDER BEYOND  APPLICABLE NOTICE
         AND CURE  PERIOD,  TENANT  SHALL  HAVE ONE (1)  OPTION  TO  EXTEND  THE
         EXTENDED TERM FOR AN ADDITIONAL PERIOD OF THIRTY-SIX (36) FULL CALENDAR
         MONTHS.  SUCH  EXTENSIONS  SHALL  BE UPON  ALL OF THE  SAME  TERMS  AND
         CONDITIONS  AS ARE  CONTAINED  IN THIS LEASE AND THIS  AMENDMENT.  SUCH
         EXTENSION IS REFERRED TO HEREIN AS THE "OPTION  TERM".  TO EXERCISE THE
         OPTION TERM, TENANT MUST GIVE IRREVOCABLE WRITTEN NOTICE TO LANDLORD OF
         ITS ELECTION TO EXTEND THE EXTENDED  TERM FOR THE OPTION TERM NOT LATER
         THAN TWO HUNDRED  SEVENTY  (270) DAYS PRIOR TO THE EXTENDED  EXPIRATION
         DATE.  IF TENANT FAILS TO GIVE PROPER AND TIMELY NOTICE OF THE EXERCISE
         OF THE OPTION  TERM,  THE OPTION TERM SHALL  AUTOMATICALLY  BE NULL AND
         VOID IN ALL RESPECTS,  AND THIS LEASE SHALL TERMINATE ABSOLUTELY ON THE
         EXTENDED  EXPIRATION DATE, IF NOT SOONER AS ELSEWHERE  PROVIDED IN THIS
         LEASE.

<PAGE>

          UPON TENANT'S TIMELY AND VALID GIVING OF THE FOREGOING  WRITTEN NOTICE
         TO  LANDLORD,  LANDLORD  AND TENANT SHALL BECOME BOUND UNDER THIS LEASE
         FOR THE OPTION TERM. FURTHER, TENANT SHALL EXECUTE SUCH OTHER DOCUMENTS
         AS LANDLORD  DEEMS  REASONABLY  NECESSARY  TO EVIDENCE  AND CONFIRM THE
         EXTENSION OF THIS LEASE, AND TO RATIFY THE TERMS AND CONDITIONS OF THIS
         LEASE FOR THE ENTIRE OPTION TERM."

         11.  Commencing  on  the  Relocated  Premises  Commencement  Date,  and
continuing on the first (1st) day of each calendar month occurring  during Lease
Year 1 of the  Extended  Term,  the Base Rent  payable by Tenant to  Landlord in
accordance  with Article II of the Lease  (exclusive of sales tax), with respect
to the Relocated  Premises shall be in the amount of $1111,734.00  per annum (to
wit: $11.50 per rentable  square foot x 9,716 rentable square feet),  payable in
twelve (12) equal monthly  installments  of $9,311.17  each in the manner and in
accordance with Article II of the Lease (as modified herein). On the first (1st)
day of Lease Year 2 of the  Extended  Term,  and on the first  (1st) day of each
Lease Year thereafter occurring during Extended Term (and the Option Term if the
same has been  timely  exercised  by  Tenant  in  accordance  with the terms and
provisions  of this  Amendment),  the Base Rent payable by Tenant to Landlord in
accordance with Article II of the Lease shall increase by four percent (4%).

         12.  Notwithstanding  any provision to the contrary  contained  herein,
commencing  effective  as of  April  1,  2004  on the  "Effective  Date  of this
Amendment"  (as  hereinafter  defined) and  continuing on the first (1st) day of
each calendar month occurring  during the Term thereafter  through and including
the Relocated  Premises  Commencement  Date,  the Base Rent payable by Tenant to
Landlord in  accordance  with Article II of the Lease  (exclusive of sales tax),
with respect to the Original  Premises,  shall be in the amount of $9,311.17 per
month ($111,734.00 per annum).

         13.  Effective  as of the  Relocated  Premises  Commencement  Date  and
throughout  the  Extended  Term of the Lease,  Tenant  shall  continue to pay to
Landlord,  in the form of Additional  Rent, plus  applicable  sales tax thereon,
Tenant's  Proportionate  Share of the Operating Expenses of the Building and the
Property (with respect to the Relocated  Premises) for the  applicable  calendar
year in  accordance  with the terms of the Lease.  Upon the  Relocated  Premises
Commencement Date and throughout the Extended Term, Tenant  Proportionate  Share
(with  respect to the Relocated  Premises)  shall be modified to mean 14.16% (to
wit:  9,716/68,608  x 100). The estimated  Operating  Expenses for calendar year
2004 are currently $6.15 per rentable  square foot,  plus  applicable  sales tax
thereon.  The amounts to be included  in Tenant's  Proportionate  Share shall be
based  upon the actual  cost per  square  foot paid by  Landlord  for  Operating
Expenses.  Operating Expenses shall not include leasing commissions and expenses
for Tenant improvements  incurred for other Building tenants. In connection with
the foregoing, effective as of the Relocated Premises Commencement Date, Article
III,  Paragraph  2 of the  Lease is hereby  deleted  in its  entirety.  Tenant's
Proportionate Share of the Operating Expenses shall be pro-rated for any partial
calendar year.

         14.  Notwithstanding  anything to the contrary  contained in the Lease,
effective as of the Effective  Date of this  Amendment and through and including
the Relocated Premises  Commencement Date,  Tenant's  Proportionate  Share (with
respect  to the  Original  Premises)  shall be  modified  to mean 6.93% (to wit:
9,716/140,183 x 100). The amounts to be included in Tenant's Proportionate Share
shall be based  upon the  actual  cost per  square  foot  paid by  Landlord  for
Operating Expenses.

         15. Effective as of the Effective Date of this Amendment, the second to
last  sentence  of Article  III.1.A  of the  Lease,  to wit:  "FOR  PURPOSES  OF
DETERMINING TENANT'S PROPORTIONATE SHARE OF OPERATING EXPENSES, ANNUAL INCREASES
IN OPERATING  EXPENSES  (EXCLUDING  INCREASES IN REAL ESTATE TAXES AND INSURANCE
PREMIUMS SHALL NOT EXCEED FIVE PERCENT (5%) OF THE OPERATING EXPENSES (EXCLUDING
REAL ESTATE TAXES AND INSURANCE  PREMIUMS) FOR THE PRECEDING  CALENDAR  YEAR" is
hereby deleted in its entirety.

         16. Effective as of the Relocated  Premises  Commencement Date, Article
VI of the Lease  shall be deleted in its  entirety  and the  following  shall be
inserted in lieu thereof:

         "THERE SHALL BE AVAILABLE AT THE BUILDING UP TO FOUR (4) PARKING SPACES
         FOR EACH 1000  SQUARE FEET OF RENTABLE  SQUARE  FEET  CONTAINED  IN THE
         PREMISES  (TO  WIT:  THIRTY-EIGHT  (38)  NONRESERVED  SPACES),  FOR THE
         NONEXCLUSIVE USE OF TENANT,  FREE OF CHARGE.  THREE (3)

<PAGE>

         COVERED PARKING SPACES OF THESE  THIRTY-EIGHT  (38) PARKING SPACES WILL
         BE DESIGNATED  RESERVED FOR TENANT AND LOCATED IN AN AREA AS REASONABLY
         DESIGNATED BY LANDLORD.  IN ADDITION TO THE FORGOING,  IN THE EVENT ANY
         MORE COVERED  PARKING  SPACES SHALL BECOME  AVAILABLE (AS  AVAILABILITY
         SHALL BE  REASONABLY  DETERMINED  BY  LANDLORD),  TENANT SHALL HAVE THE
         RIGHT TO USE UP TO TWO (2) ADDITIONAL  COVERED  RESERVED PARKING SPACES
         LOCATED IN AN AREA AS REASONABLY  DESIGNATED BY LANDLORD.  IN THE EVENT
         ANY SUCH COVERED  PARKING SPACES SHALL BECOME  AVAILABLE (AS REASONABLY
         DETERMINED  BY  LANDLORD)  FOR USE BY TENANT,  LANDLORD  SHALL  PROVIDE
         WRITTEN  NOTICE  OF THE  SAME  TO  TENANT  ("LANDLORD'S  PARKING  SPACE
         NOTICE") AND TENANT,  WITHIN THREE (3) DAYS FROM RECEIPT OF  LANDLORD'S
         PARKING  SPACE  NOTICE,  SHALL  PROVIDE  WRITTEN  NOTICE TO LANDLORD OF
         TENANT'S ELECTION TO USE THE ADDITIONAL COVERED PARKING SPACE(S), UP TO
         TWO (2) PARKING  SPACES,  IDENTIFIED  IN THE  LANDLORD'S  PARKING SPACE
         NOTICE,  TIME BEING OF THE  ESSENCE.  IN THE EVENT TENANT SHALL FAIL TO
         TIMELY PROVIDE  WRITTEN NOTICE TO LANDLORD OF TENANT'S  ELECTION TO USE
         ANY SUCH  ADDITIONAL  COVERED PARKING  SPACE(S),  UP TO TWO (2) PARKING
         SPACES,  IDENTIFIED  IN THE  LANDLORD'S  PARKING SPACE NOTICE OR TENANT
         SHALL TIMELY  PROVIDE  WRITTEN NOTICE TO LANDLORD IN WHICH TENANT SHALL
         ELECT NOT TO USE SUCH  ADDITIONAL  COVERED PARKING  SPACE(S),  THEN, IN
         SUCH CASE,  TENANT SHALL HAVE NO FURTHER  RIGHTS TO USE THE  ADDITIONAL
         COVERED PARKING SPACE(S) (OR THE REMAINING  ADDITIONAL  COVERED PARKING
         SPACES IN THE EVENT TENANT TIMELY ELECTS TO USE ONE (1) OF SUCH PARKING
         SPACES),  ALL AS IDENTIFIED IN THE LANDLORD'S PARKING SPACE NOTICE, AND
         THE TERMS AND  CONDITIONS  OF THIS  ARTICLE  VI SHALL BE OF NO  FURTHER
         FORCE AND EFFECT WITH RESPECT TO ANY SUCH  ADDITIONAL  COVERED  PARKING
         SPACES (OR THE REMAINING ADDITIONAL COVERED PARKING SPACES IN THE EVENT
         TENANT  TIMELY  ELECTS  TO USE  ONE  (1) OF  SUCH  PARKING  spaces)  AS
         IDENTIFIED IN THE LANDLORD'S PARKING SPACE NOTICE."

         17. Effective as of the Effective Date of this Amendment,  the Tenant's
Expansion Option as set forth in Article I, Paragraph 4 is hereby deleted in its
entirety and is hereby restated in full as follows:

                    "NOTWITHSTANDING  ANY  PROVISION TO THE  CONTRARY  CONTAINED
         HEREIN,  AND  PROVIDED  THAT  NO  "EVENT  OF  DEFAULT"  SHALL  THEN  BE
         OCCURRING, LANDLORD HEREBY GRANTS TENANT, FROM AND AFTER THE OCCURRENCE
         OF THE RELOCATED  PREMISES  COMMENCEMENT DATE THROUGH AND INCLUDING THE
         EXPIRATION OF THE TERM OF THIS LEASE,  THE RIGHT OF FIRST OFFER ("RIGHT
         OF FIRST  OFFER") WITH RESPECT TO THOSE  CERTAIN  PREMISES  DEPICTED ON
         SCHEDULE  "1"  ATTACHED  HERETO  AND MADE A PART  HEREOF  AS THE  "ROFO
         SPACE",  TO THE EXTENT  THAT SUCH ROFO SPACE  SHALL BE  "AVAILABLE  FOR
         LEASE".  AS USED IN THIS LEASE,  THE TERM  "AVAILABLE  FOR LEASE" MEANS
         THAT THE ROFO SPACE,  AT ANY TIME DURING THE TERM OF THIS LEASE, IS NOT
         FROM TIME TO TIME LEASED OR OTHERWISE  COMMITTED  TO A THIRD PARTY.  IF
         THE ROFO SPACE SHALL BE AVAILABLE FOR LEASE,  THEN LANDLORD  SHALL GIVE
         WRITTEN NOTICE THEREOF TO TENANT (THE "OFFER NOTICE"). AFTER RECEIPT OF
         THE OFFER  NOTICE FROM  LANDLORD,  TENANT SHALL HAVE THE RIGHT OF FIRST
         OFFER,  EXERCISABLE  AT ANY TIME  WITHIN FIVE (5)  BUSINESS  DAYS AFTER
         TENANT'S  RECEIPT OF SUCH OFFER NOTICE (THE  "ACCEPTANCE  PERIOD"),  TO
         NOTIFY LANDLORD IN WRITING OF TENANT'S ELECTION TO LEASE THE ROFO SPACE
         UPON THE TERMS SET FORTH IN THE OFFER  NOTICE.  IF TENANT TIMELY ELECTS
         TO  EXERCISE  THE RIGHT OF FIRST  OFFER  (TIME  BEING OF THE  ESSENCE),
         TENANT SHALL  DELIVER  WRITTEN  NOTICE (THE  "ACCEPTANCE  ELECTION") TO
         LANDLORD  OF ITS  EXERCISE  OF SUCH  RIGHT OF FIRST  OFFER  DURING  THE
         ACCEPTANCE  PERIOD.  IF TENANT DOES NOT TIMELY  EXERCISE  SUCH RIGHT OF
         FIRST  OFFER  DURING THE  ACCEPTANCE  PERIOD,  OR FAILS TO DELIVER  THE
         ACCEPTANCE  ELECTION  AS  PROVIDED  ABOVE,  TIME BEING OF THE  ESSENCE,
         LANDLORD SHALL BE FREE TO LEASE THE ROFO SPACE, OR ANY PART THEREOF, TO
         ANY  PERSON,  OR  ENTITY,  ON ANY  TERMS OR  CONDITIONS  ACCEPTABLE  TO
         LANDLORD,  AND TENANT SHALL HAVE NO FURTHER  RIGHTS WITH RESPECT TO THE
         ROFO SPACE.  IF TENANT  TIMELY  PROVIDES  THAT  ACCEPTANCE  ELECTION TO
         LANDLORD,  LANDLORD  AND  TENANT  SHALL  ENTER INTO A NEW LEASE FOR THE
         FIFTEEN (15) BUSINESS DAYS OF THE TENANT'S RECEIPT FROM THE LANDLORD OF
         A PROPOSED  NEW LEASE OR  AMENDMENT  TO THIS LEASE WITH  RESPECT TO THE
         ROFO SPACE.  IF ANY SUCH NEW LEASE (OR AN  AMENDMENT  TO THIS LEASE) IS
         NOT ENTERED INTO WITHIN SUCH FIFTEEN (15) BUSINESS DAY PERIOD, THEN THE
         TENANT'S  RIGHT OF FIRST OFFER SHALL  IMMEDIATELY  BECOME NULL AND VOID
         AND OF NO FURTHER FORCE AND EFFECT WHATSOEVER.

<PAGE>

                  IN THE EVENT  TENANT  SHALL  ELECT TO LEASE THE ROFO  SPACE IN
         ACCORDANCE  WITH THIS ARTICLE I, PARAGRAPH 4, THEN ALL OF THE FOLLOWING
         SHALL APPLY:

                  A. UNLESS  OTHERWISE  AGREED TO BY BOTH  LANDLORD  AND TENANT,
         TENANT SHALL TAKE THE ROFO SPACE IN ITS THEN EXISTING "AS-IS" CONDITION
         AT THE TIME SUCH ROFO SPACE IS DELIVERED TO TENANT,  AND LANDLORD SHALL
         HAVE NO  OBLIGATION  TO IMPROVE  THE ROFO  SPACE.  THE ROFO SPACE SHALL
         BECOME PART OF THE PREMISES AND (EXCEPT AS OTHERWISE  SET FORTH HEREIN)
         SHALL  BE  SUBJECT  TO ALL THE  TERMS  AND  CONDITIONS  OF THIS  LEASE,
         INCLUDING,  WITHOUT LIMITATION, BASE RENT, TENANT'S PROPORTIONATE SHARE
         OF OPERATING EXPENSES AND ALL OTHER ITEMS OF ADDITIONAL RENT.

                  B. THE RIGHT OF FIRST OFFER  SHALL BE SUBJECT AND  SUBORDINATE
         TO ANY RIGHTS THAT ANY OTHER TENANT OF THE UNDER A LEASE DATED PRIOR TO
         THIS LEASE, MAY HAVE WITH RESPECT TO SUCH ROFO SPACE.

                  C. TENANT SHALL NOT BE ENTITLED TO EXERCISE THE RIGHT OF FIRST
         OFFER AT ANY TIME WHEN AN EVENT OF DEFAULT  UNDER  THIS LEASE  SHALL BE
         OCCURRING.  IN ADDITION TO THE FOREGOING,  TENANT SHALL NOT BE ENTITLED
         TO THE ROFO  SPACE IF,  UPON THE  COMMENCEMENT  OF THE TERM OF THE ROFO
         SPACE, AN EVENT OF DEFAULT BY TENANT SHALL THEN BE OCCURRING.

                  D. SUBJECT TO TENANT AND LANDLORD ENTERING INTO A NEW LEASE OR
         AMENDMENT  TO THIS LEASE WITH  RESPECT TO THE ROFO SPACE,  THE RENTABLE
         SQUARE  FOOTAGE OF THE ROFO SPACE  SHALL BE ADDED TO THE THEN  RENTABLE
         SQUARE FOOTAGE OF THE PREMISES (THE RENTABLE SQUARE FOOTAGE OF THE ROFO
         SPACE  TOGETHER WITH THE THEN RENTABLE  SQUARE  FOOTAGE OF THE PREMISES
         SHALL  BE  REFERRED  TO AS THE  "NEW  RENTABLE  SQUARE  FOOTAGE"),  AND
         THEREAFTER  THE NEW  RENTABLE  SQUARE  FOOTAGE  SHALL  BE USED  FOR ALL
         PURPOSES OF THIS LEASE, INCLUDING,  WITHOUT LIMITATION, THE CALCULATION
         OF BASE RENT,  TENANT'S  PROPORTIONATE  SHARE OF OPERATING EXPENSES AND
         ANY OTHER ITEMS OF ADDITIONAL  RENT,  WHICH AMOUNTS SHALL BE PAYABLE TO
         LANDLORD IN THE MANNER AS PROVIDED FOR IN THIS LEASE.

                  E. LANDLORD SHALL NOT BE LIABLE FOR FAILURE TO GIVE POSSESSION
         OF THE  ROFO  SPACE BY  REASON  OF ANY  HOLDING  OVER OR  RETENTION  OF
         POSSESSION  BY  ANY  PREVIOUS   TENANTS  OR  OCCUPANTS  WHICH  ARE  NOT
         AUTHORIZED BY LANDLORD,  NOR SHALL SUCH FAILURE  IMPAIR THE VALIDITY OF
         THIS LEASE;  PROVIDED,  HOWEVER, THAT THE COMMENCEMENT DATE OF THE ROFO
         SPACE SHALL NOT OCCUR UNTIL LANDLORD CAN DELIVER POSSESSION OF THE ROFO
         SPACE IN ACCORDANCE  WITH THE TERMS AND  CONDITIONS OF THE NEW LEASE OR
         AMENDMENT  TO THIS LEASE  ENTERED  INTO BY  LANDLORD  AND  TENANT  WITH
         RESPECT TO THE ROFO SPACE.

                  F. TENANT  EXPRESSLY  ACKNOWLEDGES AND AGREES THAT: (I) IN THE
         EVENT TENANT SHALL  EXERCISE THE RIGHT OF FIRST OFFER IN THE MANNER SET
         FORTH HEREIN;  AND (II)  EFFECTIVE AS OF THE  COMMENCEMENT  DATE OF THE
         ROFO SPACE LESS THAN  THIRTY-SIX (36) FULL CALENDAR MONTHS SHALL REMAIN
         UNTIL THE EXPIRATION OF THE THEN APPLICABLE TERMS OF THIS LEASE,  THEN,
         AS A CONDITION  PRECEDENT TO THE EFFECTIVENESS OF THE TENANT'S EXERCISE
         OF THE RIGHT OF FIRST OFFER,  TENANT SHALL BE REQUIRED TO  ADDITIONALLY
         ELECT TO EXTEND THE THEN  APPLICABLE TERM OF THIS LEASE FOR SUCH PERIOD
         OF TIME WHICH MAY BE  REQUIRED TO PROVIDE  FOR A  THIRTY-SIX  (36) FULL
         CALENDAR MONTH TERM OF THIS LEASE COMMENCING ON THE  COMMENCEMENT  DATE
         OF THE ROFO SPACE."

         18. The parties  represent and warrant to each other that they have not
dealt with any real estate brokers, salesmen, or finders in connection with this
Amendment. If a claim for commission in connection with this transaction is made
by any broker,  salesmen,  or finder claiming to have dealt through on behalf of
one of the parties hereto, such party shall indemnify, defend and hold the other
party  hereunder  harmless from and against all  liabilities,  damages,  claims,
costs,  fees and expenses  (including  reasonable  attorney's  fees and costs at
trial and all appellate levels) with respect to said claim for brokerage.

         19. This  Amendment  shall be construed and  interpreted  in accordance
with the laws of the State of  Florida,  contains  the entire  agreement  of the
parties hereto with respect to the subject matter hereof, and may not be changed
or terminated orally or by course of conduct,  or

<PAGE>

by any other means except by a written instrument, duly executed by the party to
be bound  thereby.  This  Amendment  shall  inure to the benefit of and shall be
binding upon the parties hereto and their respective successors and assigns.

         20. Except as modified hereby, the Lease shall remain in full force and
effect in  accordance  with the terms and  provisions  thereof and Tenant hereby
ratifies and affirms all of the terms and conditions thereof.

         21. This  Amendment  may be executed in several  counterparts,  each of
which shall be fully  effective as an original and all of which  together  shall
constitute one and the same instrument. Signature pages may be detached from the
counterparts  and attached to a single copy of this document to physically  form
one document.

         22. As used herein,  the term "Effective Date of this Amendment"  shall
mean the date of the last of Landlord and Tenant to execute this Amendment.

         23. In the event that it shall become  necessary for either Landlord or
Tenant to employ the services of  attorneys  to enforce any of their  respective
rights  under the Lease or to collect any sums due to them under the Lease or to
remedy  the breach of any  covenant  of the Lease on the part of the other to be
kept or performed,  the nonprevailing  party (Tenant or Landlord as the case may
be) shall pay to the prevailing party such reasonable fee as shall be charged by
the  prevailing  party's  attorneys for such services at all trial and appellate
levels and post judgment  proceedings and such prevailing  party shall also have
and recover from the nonprevailing party (Landlord or Tenant as the case may be)
all other costs and expenses of such suit and any appeal thereof or with respect
to any postjudgment proceedings.

         24. 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  REGARRDING RADON AND RADON TESTING MAY BE OBTAINED FROM
OUR COUNTY PUBLIC HEALTH UNIT.

         25. IT IS MUTUALLY  AGREED BY AND BETWEEN  LANDLORD AND TENANT THAT THE
RESPECTIVE  PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN ANY
ACTION,  PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE
OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,  THE
RELATIONSHIP  OF  LANDLORD  AND  TENANT  OR  TENANT'S  USE OR  OCCUPANCY  OF THE
PREMISES,  OR BY ANY  COURSE OF  CONDUCT OR COURSE OF  DEALING.  TENANT  FURTHER
AGREES THAT IT SHALL NOT INTERPOSE ANY  COUNTERCLAIM  (OR  COUNTERCLAIMS  IN ANY
SUMMARY PROCEEDING) IN ANY ACTION INITIATED BY LANDLORD OR BASED UPON NONPAYMENT
OF RENT OR OTHER PAYMENTS REQUIRED OF TENANT HEREUNDER.

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<PAGE>

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the date first mentioned above.

                                            "LANDLORD"

WITNESS:                                    FORT LAUDERDALE CROWN
                                            CENTER,  INC., a Florida corporation

________________________________            By:    _____________________________
Print Name: ____________________            Name:  _____________________________
                                            Title: _____________________________

________________________________
Print Name: ____________________

                                            "TENANT"

                                            FUSION TELECOMMUNICATIONS
                                            INTERNATIONAL, INC., a Delaware
                                            corporation

________________________________            By:    _____________________________
Print Name:  ___________________            Name:  _____________________________
                                            Title: _____________________________

________________________________
Print Name:  ___________________

                                                    (SEAL)

<PAGE>

                                   SCHEDULE 1

                               RELOCATED PREMISES

<PAGE>

                                  SCHEDULE 1-1

                                  "ROFO SPACE"

<PAGE>

                                   SCHEDULE 2

                              WORK LETTER AGREEMENT

This Work Letter Agreement ("Work Letter") is executed  simultaneously with that
certain Third Amendment to Lease  Agreement  dated of even date herewith,  which
amends that certain Lease Agreement dated on or about October,  1999, as further
amended by that certain  Amendment  Number One to Lease Agreement dated December
19,  1999  and  that  certain  Second   Amendment  to  Lease   Agreement   dated
_____________,   2003   (collectively,   the   "Lease")   between   and   FUSION
TELECOMMUNICATIONS  INTERNATIONAL,  INC.,  a Delaware  corporation  (hereinafter
referred to as  "Tenant")  and FORT  LAUDERDALE  CROWN  CENTER,  INC., a Florida
corporation  (hereinafter  referred  to  as  "Landlord"),  relating  to  demised
premises  ("Premises")  located on the second  (2nd)  floor in Suite 204 of that
certain building known as the "Crown Center" located at 1475 Cypress Creek Road,
Fort Lauderdale,  Florida 33309 (the "Building"),  which Premises are more fully
identified in the Lease. Capitalized terms used herein, unless otherwise defined
in this Work Letter,  shall have the respective meanings ascribed to them in the
Lease.

         For and in consideration of the agreement to lease the Premises and the
mutual covenants  contained herein and in the Lease,  Landlord and Tenant hereby
agree as follows:

         1. TENANT'S INITIAL PLANS; THE WORK. Tenant desires Landlord to perform
certain  leasehold  improvements in the Premises in substantial  accordance with
Schedule 2-1 (collectively,  the "Initial Plan"). Such work, as described on the
Initial  Plan and as shall be more fully  detailed in the Working  Drawings  (as
defined and described in Paragraph 2 below), shall be hereinafter referred to as
the "Work". In connection with the foregoing,  upon Landlord's  request,  Tenant
shall   promptly   furnish  to  Landlord  such   additional   plans,   drawings,
specifications  and finish details as Landlord may reasonably  request to enable
Landlord's  architects  and  engineers  to prepare  mechanical,  electrical  and
plumbing plans and to prepare the Working Drawings,  including a final telephone
layout  and  special  electrical  connection  requirements,  if any.  All plans,
drawings,  specifications  and other details describing the Work which have been
or are  hereafter  furnished  by or on  behalf  of Tenant  shall be  subject  to
Landlord's approval,  which Landlord agrees shall not be unreasonably  withheld.
Landlord  shall not be deemed to have acted  unreasonably  if it  withholds  its
approval  of any  plans,  specifications,  drawings  or other  details or of any
Additional  Work (as  defined  in  Paragraph  7 below)  because,  in  Landlord's
reasonable  opinion,  the work, as described in any such item, of the Additional
Work, as the case may be: (a) is likely to adversely  affect  Building  systems,
the  structure  of  the  Building  or the  safety  of the  Building  and/or  its
occupants;  (b) might impair Landlord's ability to furnish services to Tenant or
other  tenants in the  Building;  (c) would  increase the cost of operating  the
Building;  (d) would violate any  governmental  laws,  rules or  ordinances  (or
interpretations  thereof);  (e) contains or uses hazardous or toxic materials or
substances; (f) would adversely affect the appearance of the Building; (g) might
adversely  affect  another  tenant's  premises;  (h) is prohibited by any ground
lease  affecting  the Building or any mortgage,  trust deed or other  instrument
encumbering the Building;  or (i) is likely to be substantially  delayed because
of  unavailability  or shortage of labor or materials  necessary to perform such
work or the difficulties or unusual nature of such work. The foregoing  reasons,
however,  shall not be the only  reasons for which  Landlord  may  withhold  its
approval,  whether or not such other  reasons are similar or  dissimilar  to the
foregoing.  Neither the  approval by Landlord of the Work or the Initial Plan or
any other plans,  drawings,  specifications  or other items  associated with the
Work nor  Landlord's  performance,  supervision  or monitoring of the Work shall
constitute  any warranty by Landlord to Tenant of the adequacy of the design for
Tenant intended use of the Premises.

         2. WORKING  DRAWINGS.  If necessary for the performance of the Work and
not included as part of the Initial Plan attached hereto, Landlord shall prepare
or cause to be prepared final working drawings and  specifications  for the Work
(the "Working Drawings") based on and consistent with the Initial Plan by Tenant
to Landlord and approved by Landlord  pursuant to Paragraph 1 above.  So long as
the Working Drawings are consistent with the Initial Plan,  Tenant shall approve
the  Working  Drawings  within  the three (3) days  after  receipt  of same from
Landlord by  initialing  and  returning  to  Landlord  each sheet of the Working
Drawings or by executing  Landlord's approval form then in use, whichever method
of approval Landlord may designate.

<PAGE>

         3.  PERFORMANCE  OF THE WORK.  Except as  hereinafter  provided  to the
contrary,  Landlord shall cause the performance of the Work using (except as may
be  stated  or  shown  otherwise  in the  Working  Drawings)  building  standard
materials,  quantities and procedures then in use by Landlord,  but no less than
commercially  reasonable  standards  for like office  buildings of like class in
Fort Lauderdale, Florida ("Building Standards").

         4.   SUBSTANTIAL   COMPLETION.   The  Work   shall  be   deemed  to  be
"substantially  completed" for all purposes under this Work Letter and the Lease
if and when both of the following shall have occurred:  (i) Landlord's architect
issues a written  certificate to Landlord and Tenant,  certifying  that the Work
has been substantially  completed (i.e.,  completed except for "punchlist" items
listed in such  architect's  certificate)  in  substantial  compliance  with the
Working  Drawings;  and (ii) Landlord has obtained,  and delivered to Tenant,  a
certificate of occupancy (or its equivalent) for the Relocated Premises,  issued
by the appropriate  governmental  agency having  jurisdiction over the Relocated
Premises. Landlord agrees to use reasonable and continuous diligence to complete
all punchlist  work listed in the  aforesaid  architect's  certificate  promptly
after substantial completion.

         5. TENANT DELAYS.  Landlord shall not be liable for failure to complete
the Work by reason  of any  delay  attributable  to  Tenant  ("Tenant  Delays"),
including without limitation:

                  (a)  the  failure  of  Tenant  to  furnish  all or any  plans,
drawings, specifications, finish details or the other information required under
Paragraph 1 above on or before the date stated in Paragraph 1;

                  (b) the  failure of Tenant to grant  approval  of the  Working
Drawings within the time required under Paragraph 2 above;

                  (c)  Tenant's  requirements  for  special  work or  materials,
finishes,  or  installations  other  than the  Building  Standards  or  Tenant's
requirements for special construction staging or phasing;

                  (d) the  performance  of any  Additional  Work (as  defined in
Paragraph 6 below)  requested  by Tenant or the  performance  of any work in the
Premises by any person, firm or corporation  employed by or on behalf of Tenant,
or any failure to complete or delay in completion such work; or

                  (e) any other act or omission of Tenant that causes a delay.

         6. ADDITIONAL  WORK. Upon Tenant's request and submission by Tenant (at
Tenant's  sole cost and expense) of the necessary  information  and/or plans and
specifications  for work other than the Work  described in the Working  Drawings
approved by Tenant, including, without limitation, any change orders to the Work
(in accordance with Paragraph 2 above)  ("Additional  Work") and the approval by
Landlord of such Additional  Work,  which approval  Landlord agrees shall not be
unreasonably withheld,  Landlord shall perform such Additional Work, at Tenant's
sole cost and expense,  subject,  however,  to the following  provisions of this
Paragraph  6. Prior to  commencing  any  Additional  Work  requested  by Tenant,
Landlord  shall  submit  to  Tenant  a  written  statement  of the  cost of such
Additional  Work,  which cost shall  include a fee  payable to  Landlord  in the
amount of 15% of the  total  cost of such  Additional  Work as  compensation  to
Landlord for monitoring the Additional Work and for administration, overhead and
field  supervision  associated with the Additional Work and an additional charge
payable to Landlord in the amount of 5% of the total Cost of the Additional Work
as  compensation  for  Landlord's  general  conditions  (such fee and additional
charge being  herinafter  referred to  collectively  as  "Landlord's  Additional
Compensation"),  and,  concurrently with such statement of cost,  Landlord shall
also  submit to  Tenant a  proposed  tenant  extra  order  (the  "TEO")  for the
Additional  Work in the  standard  form then in use by  Landlord.  Tenant  shall
execute and deliver to  Landlord  such TEO and shall pay to Landlord  the entire
cost of the Additional Work,  including Landlord's  Additional  Compensation (as
reflected  in  Landlord's  statement  of such cost),  within five (5) days after
Landlord's  submission of such  statement and TEO to Tenant.  If Tenant fails to
execute  or  deliver  such TEO or pay the entire  cost of such  Additional  Work
within such 5-day period,  then Landlord shall not be obligated to do any of the
Additional Work and may proceed to do only the Work, as specified in the Working
Drawings.

<PAGE>

         7. LEASE PROVISIONS.  The terms and provisions of the Lease, insofar as
they are  applicable  to this Work  Letter,  are hereby  incorporated  herein by
reference.  All amounts payable by Tenant to Landlord  hereunder shall be deemed
to be  Additional  Rent under the Lease and,  upon any default in the payment of
same,  Landlord  shall have all of the rights and  remedies  provided for in the
Lease.

         8. MISCELLANEOUS.

                  (a) This  Work  Letter  shall be  governed  by the laws of the
state in which the Premises are located.

                  (b) This Work  Letter may not be  amended  except by a written
instrument signed by the party or parties to be bound thereby.

                  (c) Any person  signing  this Work  Letter on behalf of Tenant
warrants  and  represents  he/she has  authority  to sign and deliver  this Work
Letter and bind Tenant.

                  (d) Notices  under this Work Letter shall be given in the same
manner as under the Lease.

                  (e) The headings set forth herein are for convenience only.

                  (f) This Work Letter sets forth the entire agreement of Tenant
and Landlord regarding the Work.

                  (g)  In  the  event  that  the  final  working   drawings  and
specifications  are included as part of the Initial Plan attached hereto,  or in
the event Landlord  performs the Work without the necessity of preparing working
drawings and  specifications,  then whenever the term "Working Drawings" is used
in this  Agreement,  such term shall be deemed to refer to the Initial  Plan and
all supplemental plans and specifications approved by Landlord.

         9.  EXCULPATION OF LANDLORD.  Notwithstanding  anything to the contrary
contained in this Work  Letter,  it is  expressly  understood  and agreed by and
between the parties hereto that:

                  (a) The  recourse  of  Tenant  or its  successors  or  assigns
against  Landlord  with  respect  to the  alleged  breach  by or on the  part of
Landlord of any  representation,  warranty,  covenant,  undertaking or agreement
contained   in  this  Work  Letter   (collectively,   "Landlord's   Work  Letter
Undertakings")  shall extend only to  Landlord's  interest in the real estate of
which the Premises demised under the Lease are a part (hereinafter,  "Landlord's
Real  Estate")  and not to any  other  assets  of  Landlord  or its  constituent
partners; and

                  (b) Except to the extent of Landlord's  interest in Landlord's
Real Estate, no personal  liability or personal  responsibility of any sort with
respect to any of  Landlord's  Work Letter  Undertakings  or any alleged  breach
thereof is assumed by, or shall at any time be asserted or enforceable  against,
Landlord,   its  constituent  partners,  or  against  any  of  their  respective
directors,  officers,  employees,  agents, constituent partners,  beneficiaries,
trustees or representatives.

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<PAGE>

         IN WITNESS  WHEREOF,  this Work Letter  Agreement is executed as of the
____ day of _________________, 2003.


                                            "LANDLORD"

WITNESS:                                    FORT LAUDERDALE CROWN
                                            CENTER,  INC., a Florida corporation

________________________________            By:    _____________________________
Print Name: ____________________            Name:  _____________________________
                                            Title: _____________________________

________________________________
Print Name:  ___________________

                                            "TENANT"

                                            FUSION TELECOMMUNICATIONS
                                            INTERNATIONAL, INC., a Delaware
                                            corporation

________________________________            By:    _____________________________
Print Name:  ___________________            Name:  _____________________________
                                            Title: _____________________________

________________________________
Print Name:  ___________________

                                                    (SEAL)

<PAGE>

                                  SCHEDULE 2-1

                                      WORK

                              LANDLORD WORK LETTER

Tenant:     FUSION TELECOM
Area:       9,754
Location:   1475 CYPRESS CREEK ROAD

Suite No.:  204
Date:       March 7, 2004

LANDLORD SHALL PROVIDE THE DEMISED PREMISES WITH THE FOLLOWING IMPROVEMENTS:

         1.       DEMOLITION  of  existing  installations  as  required  for new
                  construction  to  suit  Tenant  layout  as  designated  on the
                  attached  plan  "Exhibit  A", as well as required to allow for
                  construction  of new one hour  rated  Tenant  separation  wall
                  separating Tenant space from adjacent space to the south. This
                  (rated) wall shall include R- 11 thermal insulation.

         2.       Construction  of Tenant  space  per the  attached  floor  plan
                  layout ("Exhibit A"). Finish standards to match existing.

         3.       Entire  Tenant space shall be  REPAINTED.  Color  selection by
                  Tenant.

         4.       All new DOORS  and  hardware  to match  existing  /  including
                  finish (paint color selection) - by Tenant.

         5.       Existing CABINETRY in break room to remain.

         6.       New FLOOR  COVERINGS for entire space.  Use  commercial  grade
                  carpet.  Carpet shall be based on Landlord's Building standard
                  carpet.  Tenant  shall  pick color / pattern  from  Landlord's
                  selection.

         7.       4" HIGH VINYL COVE BASE for entire space - color  selection by
                  Tenant.

         8.       Rework CEILING electrical,  fire sprinklers,  air conditioning
                  to suite floor plan.  Installations  and materials shall match
                  existing.  Where  practical to leave  ceiling  bulkheads  from
                  removed  partitions  so as not  to  disrupt  existing  ceiling
                  installations, Landlord may, at Landlord's discretion, do so.

         9.       All costs for construction PLANS AND BUILDING PERMITS.

         10.      FIRE ALARM system compliant with City of Ft. Lauderdale's Fire
                  Department current requirements.

         11.      ELECTRICAL:  Lighting  shall be altered to suit Tenant  layout
                  and  modular   furniture   configuration.   Power  shall  meet
                  requirement's  of  Tenant's  use,   consistent  with  Tenant's
                  existing set up at 1415 Cypress Creek Road.  Include  required
                  data / phone stubs.

         12.      CEILINGS:  All  ceiling  work  as  required  to  suit  layout,
                  including  lighting & HVAC grills.  All new  installations  to
                  match existing.  All ductwork and A.C. grills to be modified /
                  added,  all as required to suit Tenant  space plan.  LIGHTING:
                  Repair and re-lamp all existing  lighting  fixtures.  New exit
                  and emergency lighting,  as well as modification of existing -
                  to suite Tenant layout.

<PAGE>

         13.      INTERIOR  WINDOWS:  Install  at eight (8)  offices as shown on
                  floor plan Exhibit "A".

         14.      FIRE  EXTINGUISHERS:  As  required  by  code  /  City  of  Ft.
                  Lauderdale.

         LANDLORD DOES NOT INCLUDE THE FOLLOWING ITEMS:

         1.       "FFE" - Furniture, Fixtures, Equipment.

         2.       Window Coverings (existing to remain).

         3.       Wall coverings.

         4.       Sound,  Phone,  T.V.,  Computer,  Data,  Security  wiring  and
                  systems.

         5.       Kitchen appliances.

         THE FOLLOWING PROVISIONS SHALL APPLY TO LANDLORD'S WORK:

         1.       All work  provided  by  Landlord  shall  comply  with  current
                  applicable codes and building standards.

         2.       Landlord  shall  re-use  existing  doors,  frames and hardware
                  wherever  possible  subject to materials being in a reasonably
                  good  condition  prior to finishing.  Where same materials are
                  not  available  or  reusable,   Landlord   shall  provide  new
                  materials to match existing - finish selection per Tenant.

         3.       Where new  materials  are  required,  Landlord  shall use best
                  available  for  matching   color  and  texture.   The  parties
                  acknowledge  that this  provision is subject to  availability;
                  however,  due to such conditions  related to availability,  as
                  well as product  discontinuation,  dye lot changes,  shade and
                  color variations;  Landlord's obligations in this regard shall
                  be limited to "best efforts".

         4.       Construction drawings showing all details of the work shall be
                  prepared  by  Landlord's   Design   Professionals.   Prior  to
                  commencement  of any work,  Landlord  and Tenant  shall review
                  said Construction  drawings to assure that the proposed design
                  meets the intent of this Landlord Work Letter and the proposed
                  Tenant's use of the space.  The formal method of plan approval
                  / acceptance shall be specified in the Lease Agreement.